Ubisoft 2013 Annual Report Download - page 221

Corporate Information
2013
216
1°) authorizes the Board of Directors to issue, on one or more occasions, existing bonus shares or
bonus shares to be issued in the Company to staff members or to certain categories of staff it
shall select from among eligible employees or corporate officers of the Company or of the
companies related to it as per the provisions of Article L. 225-197-
2 of the French Commercial
Code.
2°)
resolves that the Board of Directors shall grant the shares and decide upon the identity of the
beneficiaries and, where applicable, the terms and criteria governing the
granting of the shares, it
being specified that any allotment of bonus shares to the corporate officers shall be
systematically subject to performance conditions to be met.
3°)
resolves that (i) the granting of bonus shares under this authorization may no
t involve a number
of existing or new shares representing more than 1.5%
of the number of shares in the Company’s
share capital on the date when the Board of Directors resolves to grant the shares, it being noted
that this maximum amount is set without tak
ing 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 in order to uphold the rights of holders of securities or
other rights
granting entitlement to the Company’s share capital, and that (ii) the par value of
capital increases resulting from ordinary share issues carried out under this authorization shall be
included in the maximum amount of €4,000,000 set out in the twenty-third resolution.
4°) resolves that the granting of shares to their beneficiaries shall become final at the end of a vesting
period, the term of which shall be set by the Board of Directors, it being noted that this term may
not be under two years and that
the beneficiaries shall retain said shares for a term that shall also
be set by the Board of Directors, it also being noted that the lock-
in period may not be under two
years from the vesting of said shares. Nevertheless, provided the vesting period for al
l or part of
one or several share issues is at least four years, the General Meeting authorizes the Board of
Directors not to impose any lock-
in period for the shares in question. As and when required, the
Board of Directors may stipulate vesting and lock
in periods that are longer than the minimum
terms specified above.
5°)
resolves that if the beneficiary sustains a category two or category three disability as provided for
in Article L. 341-4 of the French Social Security Code, the bonus shares shall vest
for said
beneficiary prior to the end of the remaining term of the vesting period and may be sold
immediately.
6°) records that this authorization automatically includes the shareholders’ waiver, in favor of the
beneficiaries, of their preferential subsc
ription rights for shares that may be issued under this
resolution.
7°)
fully empowers the Board of Directors, with the option to delegate in the manner prescribed by
law and regulations, to implement this authorization under the above-mentioned conditions
and
within the limits prescribed by applicable legislation and, in particular, to set, where applicable,
the terms and conditions for the bonus share grants that may be carried out under this
authorization, set the conditions governing the issue and cum-r
ights dates of the shares to be
issued, the cum-
rights dates of the new shares, record the carrying out of the capital increases,
accordingly amend the Articles of Association, where necessary make adjustments during the
vesting period to the number of sha
res as a result of transactions on the Company’s capital in
order to uphold beneficiaries’ rights; and, in general, carry out any formalities relating to the issue,
listing and servicing of the securities issued under this resolution and do whatever may be
appropriate and necessary under applicable laws and regulations.