Ubisoft 2014 Annual Report Download - page 228

Corporate Information
2014
223
1. resolves, in accordance with articles L.228-11 et seq. of the French Commercial Code, to
introduce in the Articles of Association the option to create one or more categories of preference
shares, the features of which and the procedures for conversion into ordinary shares are fixed as
indicated hereinafter.
2. resolves that the issuance of preference shares may only be decided within the context of bonus
shares granted to employees or corporate officers of the Company or directly or indirectly
associated companies or groups in accordance with the provisions of articles L.225-197-1 et seq.
of the French Commercial Code – it being specified that the corporate officers of the Company
may not be beneficiaries of bonus and/or preference shares granted hereafter by virtue of and
subject to approval of the fifteenth and sixteenth resolutions.
3. resolves, as a result, that the share capital of the Company shall comprise two categories of
shares : ordinary shares and preference shares.
4. resolves that the admission of preference shares for trading on the Euronext Paris market shall
not be requested.
5. resolves that the nominal unit value of preference shares shall be €0.0775.
6. resolves that the preference shares will not grant any voting rights at general meetings; however,
holders of preference shares shall be entitled to attend a special meeting in accordance with the
provisions of article L. 225-99 of the French Commercial Code and by the Articles of Association
of the Company, in the event of any amendment to the rights attached to this category of shares.
7. resolves that each preference share shall have a distribution right equal to 1% of the distribution
right and, in the event of dissolution of the Company, a right to the liquidation dividend in
proportion to the nominal amount represented in share capital.
8. resolves that the preference shares shall have no preferential subscription rights for any capital
increase or any transaction with a right to ordinary shares; however, the conversion ratio given in
the fifteenth and sixteenth resolutions of this Meeting or that may be fixed by any subsequent
resolution with the same purpose shall be adjusted in order to preserve the rights of holders
under the contractual conditions provided for to this effect in the regulations of the bonus
preference share grant plan.
9. resolves – having duly noted that, insofar as preference shares may only be issued within the
context of bonus shares granted to employees or corporate officers of the Company and to
directly or indirectly associated companies or groups in accordance with the provisions of articles
L.225-197-1 et seq. of the French Commercial Code, the conversion date shall be directly linked
to the vesting periods provided for in the bonus share grant plan – that preference shares shall be
converted into ordinary shares:
- based on the listed share price evolution of ordinary shares following a minimum period of
four years from the date of allocation of preference shares by the Board of Directors of the
Company – it being understood that the conversion date that would be applied within the
context of bonus preference shares granted within the scope of and subject to adoption of
the fifteenth and sixteenth resolutions hereinafter shall be five years;
- according to the terms set out by the Board of Directors at the time of allocation, namely:
automatic conversion on the conversion date or at the request of a holder from the
conversion date up until a date determined by the Board of Directors.
10. resolves that, assuming that the number of ordinary shares to which the conversion of preference
shares would give entitlement would be equal to zero in accordance with the conversion terms,
the Company may decide to buy back said preference shares with a view to cancelling them, it
being understood that, in any event, the preference shares shall no longer give entitlement to a
dividend as from the conversion date.
11. resolves, by virtue of the above, that the Articles of Association of the Company shall be
amended as follows when the decision is made to allocate said preference shares: