Ubisoft 2016 Annual Report Download - page 189

Information ontheCompany anditscapital
6
Legal information
Shareholders who fail to disclose that they have crossed such
thresholds will forfeit their voting rights in the conditions set forth
in Article L. 233-14 of the French Commercial Code, upon request –
recorded in the minutes of the General Meeting – of one or more
shareholders who together own at least 5% of the capital or voting
rights in the Company.
Rights and obligations attached to shares
(Article7 of the Articles of Association)
I. Rights attached to ordinary shares: Each ordinary share
gives rights to ownership of the corporate assets and the liquidation
dividend equal to the proportion of the share capital that it represents.
Voting rights double those conferred on other shares, based on the
proportion of the share capital they represent, are granted to all
fully paid-up shares that are shown to have been registered in the
name of the same shareholder for at least two years. In the event of
a share capital increase via the capitalization of reserves, earnings
or issue premiums, this right is also conferred at the date of issue
on registered shares granted free of charge to a shareholder on the
basis of old shares that enjoyed this right.
II. Rights attached to preference shares: Preference shares do
not have a preferential subscription right for any capital increase or
transaction with a right to ordinary shares. However, the conversion
ratio referred to in section 2.2 below will be adjusted to preserve
the rights of holders of preference shares.
III. Features of preference shares
1. Right to liquidating dividend and right to dividends: Each
preference share carries entitlement, until the Conversion Date,
to the liquidation dividend based on the proportion of the capital
that it represents. Each preference share will have a dividend
distribution right equal to 1% of the distribution right.
2. Conversion:
2.1 Conversion Date: As preference shares may only be issued
in the context of a free share grant, the conversion date
(“Conversion Date”) is directly linked to the vesting or
retention periods provided for in the free share plan. Under
no circumstances may this take place until a minimum
period of four years has elapsed.
2.2 Conversion conditions: The number of ordinary shares that
may result from conversion is 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 defi ned by the Board of Directors
(“Weighted Share Price”) on the Conversion Date
(“Conversion Ratio”). It is understood that the Board
of Directors will determine, 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 not be lower than:
-the opening price of ordinary shares on Euronext Paris
on the date of allocation (“Daily Price”),
-
or the average opening price of ordinary shares over
the 20 trading days prior to their allocation (“20-day
Average”);
• the target share price on the Conversion Date beyond
which the number of ordinary shares resulting from
conversion does not increase any further (“Maximum
Share Price”). This may not be lower than the Daily Price
or the 20-day Average, plus a percentage to be defi ned
by the Board of Directors based on the resolutions of
the General Meeting authorizing bonus allocations of
preference shares;
2.3 Conversion methods: Subject to fulfi llment of the
conversion conditions, preference shares will 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:
•either automatically on the Conversion Date,
• 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 will 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.
All preference shares converted will be fully fungible with
ordinary shares on their Conversion Date and will carry
immediate dividend rights.
3. Voting rights
Preference shares have no voting rights in Ordinary and
Extraordinary Meetings of the holders of ordinary shares,
it being understood that they have voting rights in Special
Meetings of holders of preference shares.
General Meetings
(Article13 of the Articles of Association)
General Meetings will consist of all shareholders of Ubisoft
Entertainment SA, with the exception of the Company itself. They
represent the totality of shareholders.
They will be convened and deliberate under the conditions prescribed
by the French Commercial Code. General Meetings are held at the
registered offi ce or at any other venue indicated in the convening
notice. They are chaired by the Chairman of the Board of Directors
or, in his absence, by a director appointed for this purpose by the
General Meeting.
The right to participate in shareholders’ General Meetings is subject
to fulfi llment of the formalities provided for under applicable
- Registration Document 2016 187