Ubisoft 2009 Annual Report Download - page 197

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193
SEVENTEENTH RESOLUTION
(Authorization given to the Board of Directors to grant subscription and/or purchase options on
ordinary shares)
The Shareholders’ General Meeting, deliberating in accordance with the quorum and majority
requirements for shareholders’ extraordinary general meetings and having read the Board of Directors’
report and the Statutory Auditors’ special report:
1) authorizes the Board of Directors, pursuant to Articles L. 225-177 et seq. of the French
Commercial Code, to grant, on one or more occasions, to staff members it selects from among
the employees and corporate officers of the Company or of companies related to it under the
provisions of Article L. 225-180 of the French Commercial Code, subscription and/or purchase
options for ordinary shares in the Company under the terms set out below, it being stated that
under Article L. 225-182 of the French Commercial Code, the Board of Directors may not grant
options to corporate officers and employees of the Company or companies related to it as per the
provisions of Article L. 225-180 of the French Commercial Code if they hold more than 10% of the
share capital.
2) resolves that (i) the number of ordinary shares that may be subscribed to or purchased by
beneficiaries exercising the options granted by the Board of Directors under this authorization
may not exceed 3.4% of the total number of ordinary shares outstanding on the date when the
Board of Directors resolves to grant the options, it being stated that this maximum amount is set
without taking into account the par value of any ordinary shares in the Company that may be
issued to reflect adjustments to be made in accordance with applicable legal and contractual
provisions, to uphold the rights of holders of securities or other rights granting entitlement to the
capital, and that (ii) the par value of share capital increases resulting from future ordinary share
issues carried out under this authorization shall be included in the maximum amount of
€4,000,000 set in the eighteenth resolution of this Meeting.
3) resolves that the number of options granted to corporate officers of the Company may not
represent more than 5% of total allocations made by the Board throughout the period of this
authorization, the exercise of the options by the corporate officers of the Company being linked to
performance conditions to be met and set by the Board of Directors.
4) resolves that the subscription or purchase price of the ordinary shares by the beneficiaries of
options shall be set by the Board of Directors on the date when it grants the options to the
beneficiaries, 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 SA 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 modified 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.
5) duly notes that options may not be granted by the Board of Directors: