Ubisoft 2014 Annual Report Download - page 233

Corporate Information
2014
228
2.2 Conversion conditions
The number of ordinary shares that may result from conversion shall be
calculated using a conversion ratio determined by the Board of Directors based
on the volume-weighted average trading price of the Company’s shares over a
period to be defined by the Board of Directors (“Weighted Share Price”) on the
Conversion Date (the “Conversion Ratio”). It being understood that the Board
of Directors shall determine, for this purpose, on the date of allocation:
- the Weighted Share Price on the basis of which preference shares may give
rights to conversion (“Minimum Share Price”), which may under no
circumstances be lower than:
 the opening price of ordinary shares on Euronext Paris on the date of
allocation of preference shares by the Board of Directors (“Daily Price”),
 or the average opening price of ordinary shares of the Company over the
twenty trading days prior to the allocation of preference shares by the Board
of Directors (“20-day Average”).
- the target share price on the Conversion Date beyond which the number of
ordinary shares resulting from conversion shall not increase any further (the
“Maximum Share Price”), which may under no circumstances be lower than
the Daily Price or the 20-day Average plus a percentage to be defined by the
Board of Directors based on the resolutions of the Meeting authorizing bonus
allocations of preference shares.
If the Maximum Share Price:
- is reached: the maximum number of ordinary shares resulting from the
conversion of all preference shares issued may not exceed the amount voted
on by the General Meeting in the resolution that authorized the Board of
Directors to allocate said preference shares free of charge;
- is not reached: a reduction shall be applied according to the terms set out by
the Board of Directors on the date of allocation.
2.3 Conversion methods
Subject to fulfilment of the conditions set out in paragraph 2.2 above, preference
shares shall be converted into ordinary shares by the Company on the
Conversion Date using one of the following methods determined by the Board of
Directors when they were allocated:
- automatically on the Conversion Date as defined in 2.1 above,
- or at the request of the holder from the Conversion Date up until a deadline
determined by the Board of Directors, after which the preference shares shall
be converted automatically if the holder has not initiated conversion during
this period. Conversion at the initiative of the holder must comply with legal
rules and regulations relating to insider trading.
The Company may inform holders of preference shares of the implementation of
conversion by any means prior to the effective conversion date.
Conversion into ordinary shares may under no circumstances take place
between the publication in BALO of a notice convening any general meeting and
the date when said meeting is held, in which case the Conversion Date shall be
moved to the end of the general meeting.
When the total number of ordinary shares to be received by a holder by applying
the conversion ratio to the number of preference shares held by said holder is
not a whole number, the number of ordinary shares said holder shall receive is
this number rounded down to the nearest whole number.