Ubisoft 2012 Annual Report Download - page 50

Management Report
2012
45
3.2.2 FORM OF SHARES AND IDENTIFICATION OF SHAREHOLDERS
(ARTICLE 5 OF THE ARTICLES OF ASSOCIATION)
Fully paid shares may be registered or bearer shares, depending on the preference of the
shareholder, subject to applicable legal and regulatory provisions.
The shares of the Company require book-entry under the terms and conditions required by applicable
legal and regulatory provisions, and are transferred between accounts by bank transfer.
The Company may at any time, in accordance with legal and regulatory provisions, request
information from the French securities clearing organization SICOVAM in order to allow the Company
to identify shareholders granted either immediate or future voting rights at Meetings, as well as the
number of shares held by any one shareholder and, where applicable, any restrictions to which the
shares may be subject.
3.2.3 SIGNIFICANT SHAREHOLDING DISCLOSURE REQUIREMENT
(ARTICLE 6 OF THE ARTICLES OF ASSOCIATION)
Without prejudice to the thresholds provided for in Article L 233-7 of the French Commercial Code,
any shareholder acting alone or in concert with others who directly or indirectly comes to own at least
4% of the capital or voting rights in the Company or a multiple of this percentage that is less than or
equal to 28% is required to inform the Company by registered letter with acknowledgement of receipt
sent to the registered office within the period prescribed in Article L 233-7 of the French Commercial
Code of the total number of shares, voting rights and securities ultimately granting entitlement to the
capital of the Company that are held directly or indirectly or in concert.
The disclosure upon crossing any threshold equaling a multiple of 4% of the capital or voting rights
provided for in the above paragraph should also be made when the interest in the capital or voting
rights falls below one of the aforementioned thresholds.
Non-compliance with disclosure of statutory thresholds shall result in the deprivation of voting rights in
the manner provided for in Article L 233-14 of the French Commercial Code on request, recorded in
the minutes of the Shareholders' General Meeting, by one or more shareholders together owning at
least 5% of the capital or voting rights in the Company.
3.2.4 RIGHTS AND OBLIGATIONS ATTACHED TO SHARES (ARTICLES 7
AND 8 OF THE ARTICLES OF ASSOCIATION)
Each share shall give rights to ownership of the corporate assets and the liquidating dividend equal to
the proportion of the share capital that it represents.
Whenever it is necessary to own several shares in order to exercise a right of any kind, especially in
the event of the exchange, consolidation or allocation of shares, or following a capital increase or
reduction of whatever form, regardless of the terms and conditions thereof, or subsequent to a merger
or any other transaction, shareholders having fewer than the required number of shares may only
exercise their rights on condition they make it their own business to group together and, if applicable,
purchase or sell the required number of shares or fractional shares or rights.
A double voting right, over that granted to other shares having regard to the proportion of the share
capital they represent, is granted to all fully paid-up shares that can be shown to have been registered
in the name of the same shareholder for at least two years.
This right is also granted from issue to registered shares granted free to a shareholder by virtue of
existing shares for which the shareholder already has this right in the case of capital increases via the
capitalization of reserves, earnings or issue premiums.
It should be noted that Article L 225-124 of the French Commercial Code provides that this double
voting right is automatically revoked for any share that has been converted to bearer form or for which
ownership is transferred, excluding any transfer of ownership between registered accounts as a result
of inheritance or family gift or liquidation of marital property.