Ubisoft 2006 Annual Report Download - page 173

TEXT FOR DRAFT RESOLUTIONS SUBJECTED TO THE VOTE OF THE COMBINED GENERAL MEETING ON JULY 4, 2007
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exercise of options, amend the Articles of Association
accordingly, where appropriate, complete all formalities
required for the listing of the shares thus issued, make all
declarations to agencies, and take whatever action may
otherwise be necessary.
The Board of Directors, with the right of delegation under
the conditions provided by law, will, where relevant and
under the conditions prescribed by law, note the number
and amount of ordinary shares issued as a result of the
exercise of stock options and make any necessary amend-
ments to the Articles of Association concerning the amount
of share capital and the number of ordinary shares compri-
sing it, and, if applicable, request that the new ordinary
shares be admitted for trading on the Euronext Eurolist
market or any other regulated market; complete all forma-
lities and make all declarations to agencies; at its sole dis-
cretion and as it deems necessary, charge the cost of the
share capital increases against the amount of the premiums
related to these transactions and deduct from this amount
the sums to be allocated to the legal reserve; and, more
generally, take whatever action may be necessary.
In the event that options to subscribe for and/or purchase
ordinary shares are granted to persons having legal domi-
cile or residing abroad, or to persons having legal domicile
or residing in France but who are subject to a foreign tax
system, the Board of Directors may amend the conditions
applicable to the stock options in order to ensure that they
comply with the provisions of the respective foreign law
and allow for the most favorable tax treatment possible. To
this end, the Board of Directors may, at its sole discretion,
adopt one or more sub-plans for each category of
employees subject to foreign law.
In accordance with Article L. 225-184 of the French
Commercial Code, the Board of Directors will inform the
shareholders annually, in a special report to the Annual
General Meeting, of all transactions carried out pursuant to
Articles L. 225-177 et seq. of the French Commercial Code.
This authorization is granted for a period of 38 months
from the date of this General Meeting. Effective immedia-
tely, the General Meeting cancels the unused portion of
the authorization granted by the Combined General
Meeting of September 25, 2006.
TWENTIETH RESOLUTION
(Authorization granted to the Board of Directors to
issue ordinary shares of the company free of charge)
The General Meeting, having met the quorum and majo-
rity conditions for Extraordinary General Meetings and
having read the Board of Directors’ report and the audi-
tors’ special report, and in accordance with Articles L.
225-197-1 et seq. of the French Commercial Code:
1°) Authorizes the Board of Directors to issue free of
charge, on one or more occasions, existing or new shares
of the company to staff members or members of certain
categories of staff of its choice from among the eligible
employees and corporate officers of the company or affi-
liates, as provided by Article L. 225-197-2 of the French
Commercial Code.
2°) Resolves that the Board of Directors will issue the sha-
res and determine the identity of the recipients, as well as
the conditions and criteria governing the issue of the sha-
res, where applicable.
3°) Resolves:
(i) that the bonus issues of shares carried out under this
authorization may not concern a number of existing or new
shares in excess of 0.5% of the number of shares compri-
sing the company’s capital on the date of the Board of
Directors’ decision to issue shares, with the understanding
that this maximum is set without regard to the face value
of the company’s ordinary shares that may be issued to
reflect adjustments made, in accordance with the law and
applicable contractual provisions, to protect the rights of
holders of securities or other rights granting entitlement
to the capital, and (ii) that the nominal amount of the
increase in the company’s share capital resulting from
issues of ordinary shares carried out under this authoriza-
tion is included in the maximum of €4,000,000 set out in
the twenty-third resolution.
4°) Resolves that the issue of these shares will become
final at the end of a purchase period, the length of which
will be set by the Board of Directors; it is understood
that this period may not be less than two years and that
the recipients must retain said shares for a period set by
the Board of Directors, with the stipulation that the
retention period may not be less than two years from the
final issue date of said shares. However, if the purchase
period for any or all of one or more issues is at least four
years, the General Meeting authorizes the Board of
Directors to refrain from imposing a retention period
for the shares in question. Where appropriate, the Board
of Directors may stipulate purchase and retention
periods that are longer than the minimum periods indi-
cated above.
5°) Resolves that, if the recipient sustains a category two
or category three disability, as provided by Article L. 341-
4 of the French Social Security Code, the bonus shares will
be issued to said recipient prior to the expiration of the
remainder of the purchase period and will be immediately
transferable.
6°) Notes that this authorization automatically entails, in
favor of the recipients, the shareholders’ waiver of their
pre-emptive rights to the shares issued under this resolu-
tion.
7°) Delegates full powers to the Board of Directors, with
the right of delegation under the conditions provided by
law and the regulations, to use this authorization, under
the above conditions and within the limits authorized by the
laws in force, and in particular to: define, where appro-
priate, the terms and conditions of the bonus issues of sha-
res carried out under this authorization; determine the
conditions under which the shares are issued and the dated
date of the new shares to be issued; set the dated dates of
the new shares; note the completion of the share capital
increases; amend the Articles of Association accordingly;
where appropriate, make adjustments during the purchase
period to the number of shares related to any transactions
involving the company’s capital in order to protect the
rights of the recipients, and, more generally, complete all
formalities required for the issue, listing and servicing of
the shares issued under this resolution and take whatever
action is appropriate and necessary pursuant to the laws
and regulations in force.
Under the conditions provided by law and the regulations
and pursuant to Article L. 225-197-4 of the French
Commercial Code, the Board of Directors will inform the
Ordinary General Meeting annually of the transactions