Ubisoft 2003 Annual Report Download - page 125

FINANCIAL REPORT
2004 125
07
Draft resolutions
Under this authorization, the shareholders explicitly waive
their pre-emptive right to subscribe for the shares issued as
the beneficiaries of stock subscription options exercise those
options.
It is specified, however, that the Board of Directors may not
grant options to officers or employees of the company or
affiliated companies, under the conditions laid down in
Article L. 225-180 of the French Commercial Code, whenever
they hold more than 10% of the total share capital in
accordance with the provisions of Article L. 225-182 of the
French Commercial Code.
The total number of new shares that may be applied for or
purchased by the beneficiaries of the options granted by the
Board of Directors under this authorization shall not exceed
5% of the total amount of stock comprising the share capital
of the company on the date such options are allocated by
the Board, and prior to the inclusion of shares that may
potentially be issued as a result of the exercise of the stock
application options granted, taking into account any adjustments
that may be made. The face value of the shares to be issued
pursuant to this resolution will be included in the nominal
amount of ¤8,000,000 envisioned in the Twelfth Resolution
below.
The application or purchase price to be paid by beneficiaries
of the options shall be set by the Board of Directors on the
date on which it grants such options; however:
●The price of subscription options shall not be less than 80%
of the average opening price during the twenty (20) trading
sessions preceding the day of the Board meeting at which
such options are granted.
●The price of purchase options shall not be less than 80% of
the average purchase price for shares held by the company
under Articles L 225-208 and L 225-209 of the French
Commercial Code.
The price set for the application for or purchase of shares
may not be modified during the term of the option, other
than to effect the adjustments that must be performed by the
Board of Directors in the various cases specified in Article
L. 225-181 of the French Commercial Code.
Such options cannot be granted by the Board of Directors:
●During the period of the ten (10) trading sessions preceding
and following the date on which the consolidated financial
statements – or, failing these, the annual company financial
statements – are published.
●During the period between the date on which the management
of the company becomes aware of information that, if it
were in the public domain, could have a significant impact
on the market price of stock in the company, and a date ten
(10) trading sessions after that on which such information is
made public.
The General Meeting hereby grants all necessary powers to
the Board of Directors to set the maximum period for the
exercise of options, which shall not exceed ten (10) years
from the date of allocation, and the period from the date of
exercise of the option during which the stock must be
retained by the beneficiaries, which shall not exceed three (3)
years from the date of the option being exercised.
In accordance with Article L. 225-184 of the French
Commercial Code, the Board of Directors shall inform the
shareholders each year, in a special report to the Annual
General Meeting, of all transactions carried out pursuant to
the present resolution.
In the event that the options for the application for and/or
the purchase of stock are allocated to individuals domiciled
or resident abroad, or to individuals domiciled or resident in
France but subject to foreign tax systems, the Board may
amend the terms applicable to such applications and/or
purchase options in order to ensure that they comply with
the provisions of the foreign law concerned and allow for the
most favorable tax treatment possible. To this end, the Board
may, at its sole discretion, adopt one or more sub-plans
for each category of employee subject to foreign law. In
particular, some of these options may be intended as incentive
stock options as defined by the United States Internal
Revenue Code and may be made subject to further conditions
that are consistent in spirit with this type of plan in order to
meet the requirements of this specific tax system.
The increase in the share capital of the company resulting
from the exercise of application options shall be deemed to
have been duly effected on the sole basis of a statement that
the option has been exercised, accompanied by the application
form and payment of the applicable amount either in cash or
offset against debts due.
All necessary powers are hereby granted to the Board of
Directors for the performance of the required formalities
and to make the corresponding amendments to the specific
article in the Articles of Association that specifies the
amount of the company's share capital.
TWELFTH RESOLUTION
(Comprehensive authorization granted to the Board
of Directors to make increases in the share capital, with
accompanying maintenance of preferential share application
rights, up to a maximum nominal amount of ¤8,000,000)
Having satisfied the quorum and majority requirements for
Extraordinary General Meetings, and having acquainted
itself with the report of the Board of Directors and the
special report of the statutory auditors, the General
Meeting:
1- Delegates to the Board of Directors, in accordance with
all legal provisions and applicable regulations, in particular
Articles L. 225-129 and L. 225-129-2 and Articles L. 228-91
through L. 228-106 of the French Commercial Code, the
necessary powers to proceed with the issue, on one or more
occasions, in the proportions and at the times that it deems
appropriate, with maintenance of preferential share application
rights for shareholders both in France and abroad, of the
following: