Ubisoft 2009 Annual Report Download - page 198

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• during the ten trading sessions prior and subsequent to the date when the consolidated
financial statements or, failing that, the annual financial 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 significant 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.
6) resolves that the subscription and purchase options for ordinary shares granted under this
authorization shall be exercised within 10 years of their granting.
7) duly notes that this authorization automatically entails an express waiver by shareholders, in favor
of the beneficiaries of the 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
within legal prescribed manners, for the purposes of:
- setting the dates on which the options are to be granted, under the legal prescribed terms and
limitations;
- establishing the list of option beneficiaries, 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;
- setting the option exercise terms and conditions and, in particular, limiting, suspending, restricting
or prohibiting (a) the exercise of the options or (b) the sale of the ordinary shares obtained by
exercising the options, during certain periods or from the date of certain events; this decision may
(i) apply to all or some of the options and (ii) involve all or some of the beneficiaries. These
conditions may include clauses prohibiting the exercise of options for one or more periods, and
clauses prohibiting the immediate resale of all or some of the ordinary shares, while the securities
lock-in period shall not exceed three years from the exercise of the option;
- determining the performance conditions to be met by the Company’s corporate officers in order to
exercise the options, and taking any decision covered by Article L. 225-185 of the French
Commercial Code;
- deciding the cum-rights date – even back-dated – of the ordinary shares resulting from the
exercise of the subscription options;
- in the circumstances provided for by law, taking the necessary steps to uphold the interests of the
option beneficiaries in the manner provided for in Article L. 228-99 of the French Commercial
Code;
- in general, entering into any agreement, drafting any document, recording capital increases
following the exercise of options, amending the Articles of Association as necessary, carrying out
any formalities where necessary, in particular those required for the listing of the shares thereby
issued, making representations to any organizations and doing whatever else may be required.
The Board of Directors, with the option to delegate in the legal prescribed manner, shall record, as
legally prescribed, the number and amount of any ordinary shares issued following the exercise of
subscription options and accordingly amend as necessary the provisions of the Articles of
Association relating to the amount of share capital and the number of ordinary shares, apply for
admission of the new ordinary shares to trading on Euronext Paris or on any other regulated