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Ubisoft Entertainment — Remuneration Information 2009
Apr 14, 2009
1724_rns_2009-04-14_ce91bf97-ee59-4ef1-b7e9-7b785eb743bb.pdf
Remuneration Information
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Free Share Grant subject to performance conditions in favor of some employees of a UBISOFT Entertainment SA's subsidiary (« Stock Award Plan »)
Paris, France − April 14th, 2009 − The Board of Directors of Ubisoft Entertainment S.A. (hereafter referred as the "Company" or "Ubisoft"), held on April 9th, 2009, has decided, by application of the twelfth resolution of the General Shareholders' Meeting of September 22nd , 2008, and in accordance with the provisions of the article L. 225-197-1 and seq. of the French commercial code, to implement a stock award plan reserved to certain employees (hereafter referred as the "Beneficiaries") of a Ubisoft's subsidiary, in compliance with article L. 225-197-2 of the French commercial code, having its registered office out of France (hereafter referred as the "Subsidiary") .
SCOPE OF THE OPERATION
Operation authorization
General Shareholders' Meeting of September 22nd, 2008, by application of its twelfth resolution Operation length Thirty-eight months as from the date of General Shareholders' Meeting Grant Decision Board of directors meeting held on April 9th, 2009 (hereinafter referred to as the "Board of Directors")
Maximum number of common shares granted
The maximum number of shares that can be granted by application of the twelfth resolution of the General Shareholders' Meeting of September 22nd, 2008, cannot exceed 1% of the existing share capital on the date of the Board of directors' meeting deciding such a grant, subject to the adjustments which could be made in accordance with the Stock Award Plan, namely on April 9th, 2009 : 938 563 shares.
Principles of the Operation
The Board of Directors has decided to grant Ubisoft shares to some employees (hereafter referred as the "Shares") of the Subsidiary.
The Shares shall only be transferred at the expiration of an acquisition period defined by the Board of Directors (hereafter the "Vesting Period"), provided that all conditions and criteria decided by the Board of Directors are met.
During the Vesting Period, the Beneficiaries do not have the Shares' ownership. The Shares' ownership will become effective as from their definitive transfer occurring at the end of the Vesting Period (hereafter referred as the "Share Transfer Date").
Purpose of the Stock Award Plan
The Board of Directors has decided to implement this Stock Award Plan for the benefit of certain Beneficiaries, as an incentive to persist with their efforts and grant them a share in the success of the Ubisoft Group.
CHARACTERISTICS OF THE STOCK AWARD PLAN
Number of granted Shares
The number of Shares granted under the Stock Award Plan is of 45 500 Shares. The Shares granted under the Stock Award Plan to the Beneficiaries will be either Shares to be issued or existing Shares held by Ubisoft at the Share Transfer Date.
Vesting Period's duration
The ownership of the Shares granted under the Stock Award Plan shall be transferred to the Beneficiaries at the end of a four-year Vesting Period, running from the Board of Directors' meeting granting the Shares, provided that all the conditions set out hereunder are duly met.
In the case of the expatriation of a Beneficiary of the Subsidiary during the Vesting Period, in a company of the Ubisoft group in accordance with article L. 225-197-2 of the French commercial code, having its registered office in France, the Vesting Period will be followed by a holding period of two years starting on the Share Transfer Date.
The rights attached to the Shares granted under the Sock Award Plan shall be non-transferable and nonassignable until the end of the Vesting Period , except in the event of the death in accordance with article L225-197-3 of the French commercial code, or the total permanent incapacity to perform any job under applicable employment regulations of the Beneficiary.
Conditions and Criteria for the transfer of share ownership
The ownership of the Shares will be transferred to the Beneficiary on the Share Transfer Date, provided that the following conditions are cumulatively met:
- Presence condition : The transfer of the ownership of the Shares is subject to the fact that during the Vesting Period, the Beneficiary has remained an employee of the Ubisoft group by virtue of the provisions of article L. 225-197-2 of the French commercial code.
- Performance conditions : The transfer of the ownership of the Shares is subject to the fact that the Beneficiary complies with his/her individual performance targets on his/her job.
Rights attached to the Shares
At the end of the Vesting Period, the Shares transferred to the Beneficiaries shall entitle their owner to the same rights as the other ordinary shares of the Company, inclusive when applicable, during the holding period, shall be subject to all provisions of the articles of incorporation and all the decisions taken during shareholders' meetings shall be binding on the Beneficiaries.
Beneficiaries shall be entitled to take part and vote in shareholders' meetings, to receive information and be paid dividends.
At the time of the sale of the Shares, the Beneficiaries will have to comply with the selling restrictions provided by article L. 225-97-1 of the French commercial code
Listing of the new Shares
The listing of the new Ubisoft Shares issued, if applicable, under the Stock Award Plan will be required on Euronext Paris.
Special Quote
The foregoing information is provided solely for the purposes of providing information to the Beneficiaries and summarises some of the terms of the Stock Award Plan. In the event of a conflict between the summary and the rules of the Stock Award Plan, the rules of the Stock Award Plan will prevail.
This document constitutes the release required by the French AMF according to articles 212-4 5° and 212-5 6° of the AMF's General Regulation and article 14 of the instruction n° 2005-11 dated December 13, 2005.
Contact Investor Relations Jean-Benoît Roquette Head of IR + 33 1 48 18 52 39 [email protected]
About Ubisoft :
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Ubisoft is a leading producer, publisher and distributor of interactive entertainment products worldwide and has grown considerably through a strong and diversified line-up of products and partnerships. Ubisoft has teams in 28 countries and distributes games in more than 55 countries around the globe. It is committed to delivering high-quality, cutting-edge video game titles to consumers. For the 2007-08 fiscal year, Ubisoft generated sales of 928 million euros. To learn more, please visit www.ubisoftgroup.com