Ubisoft 2008 Annual Report Download - page 242

240
UBISOFTANNUAL REPORT 2009
resolves that the number of options granted to corporate ofcers of the Company may not represent more than 5% of total allocations 3.
made by the Board throughout the period of this authorisation, the exercise of the options by the corporate ofcers of the Company
being linked to performance conditions to be met and set by the Board of Directors.
resolves that the subscription or purchase price of the ordinary shares by the beneciaries of options shall be set by the Board of 4.
Directors on the date when its grants the options to the beneciaries, subject to the following limits:
• in respect of subscription options on ordinary shares, the subscription price for the ordinary shares may not be under
either the average opening share price recorded during the twenty trading sessions prior to the date of the option grant,
or the opening price of Ubisoft Entertainment shares on Euronext Paris on the date of the Board of Directors’ decision,
it being stated that, in any event, the subscription price for ordinary shares as set by the Board of Directors may not be
under the threshold set in Article L.225-177 of the French Commercial Code,
• in respect of purchase options on ordinary shares, the purchase price of the ordinary shares may not be under
the average opening share price recorded over the twenty trading sessions prior to the date of the option grant,
or the average purchase price of the ordinary shares held by the Company under Articles L.225-177 and L.225-179 of
the French Commercial Code.
The subscription or purchase price set for ordinary shares may not be modied during the term of the option, other than
for adjustments that the Board of Directors is obliged to make under applicable legal and regulatory provisions.
duly notes that options may not be granted by the Board of Directors:5.
• during the ten trading sessions prior and subsequent to the date when the consolidated nancial statements or, failing
that, the annual nancial statements, are published;
• during the period between the date when the Company’s governing bodies become privy to information that, if made
public, could have a signicant impact on the Company’s share price and ten trading sessions after the date when said
information is made public;
• within twenty trading sessions following the date on which a coupon entitling its holder to a dividend or capital increase
is detached from the shares.
resolves that the subscription and purchase options for ordinary shares granted under this authorisation shall be exercised within 6.
10 years of their granting.
duly notes that this authorisation automatically entails an express waiver by shareholders, in favour of the beneciaries of the 7.
subscription options, of their preferential rights to subscribe to the ordinary shares issued as and when the subscription options
are exercised. The capital increase resulting from the exercise of subscription options shall be concluded on the sole basis of the
option exercise declaration, accompanied by the subscription form and payment of the corresponding amount whether in cash or
by offsetting against receivables.
The Shareholders’ General Meeting fully empowers the Board of Directors, with the option to delegate in the legally prescribed
manner, for the purposes of:
• setting the dates on which the options are to be granted, under the legally prescribed terms and limitations;
• establishing the list of option beneciaries, the number of options allocated to each one and the terms and conditions
for exercising such options;
• setting the term of validity of the options, it being understood that the options shall be exercised within a maximum
period of ten years;
• setting the option exercise date(s) or period(s), it being understood that the Board of Directors may (a) bring forward the
option exercise dates or periods, (b) keep the options exercisable or (c) change the dates or periods during which the
shares obtained by exercising the options may not be sold or converted to bearer form;