Ubisoft 2016 Annual Report Download - page 200

Information ontheCompany anditscapital
6Share capital andstock ownership
Control mechanisms under employee
stock ownership plans, if any, where
the employees do not exercise control
themselves
According to the rules of the Ubi Actions mutual fund, the Supervisory
Board will exercise voting rights at the Company’s General Meetings
and decide on the contribution of securities, particularly in the case
of a public offering. The FCPE Ubi Actions Relais fund held 0.734%
of the capital and 1.335% of the voting rights as at March 31, 2016.
Shareholder agreements known to the
Company that could lead to restrictions
on transferring shares or exercising voting
rights
The Company has no knowledge of any shareholder agreement
referred to in paragraph 6 of Article L. 225-100-3 of the French
Commercial Code that could lead to restrictions on transferring
shares or exercising voting rights.
Rules governing the appointment and
replacement of members of the Board of
Directors and amendment of the Articles of
Association
The rules governing the appointment and removal of members of the
Board of Directors and amendments to the Articles of Association
are consistent with the law and the Articles of Association.
Powers of the Board of Directors in the
event of a public offering
In accordance with the resolution adopted by the General Meeting
on September 23, 2015, the Board of Directors may not implement
the Company’s share buyback program during a public offering on
the Company’s shares. A proposal tabled before the General Meeting
on September 29, 2016 will seek to maintain this restriction.
Furthermore, following the amendment of Article L. 233-32 of
the French Commercial Code by Law No. 2014-384 of March 29,
2014 seeking to recapture the real economy (the “Florange Law”),
the authorization to issue shares and securities with or without
preferential subscription rights, approved by the General Meeting of
September 23, 2015, prohibits the Board of Directors from initiating
such issuance (except for capital increases reserved for employees,
the Executive Committee and/or executive corporate offi cers of the
Company or its associates and granting stock options or free shares
subject to performance conditions) during a public offering on the
Company’s shares.
Agreements made by the Company that are
amended or terminated upon a change in
control
There are certain agreements made by the Company that would
be amended or terminated in the event of a change in control at
the Company, but for reasons of confi dentiality it seems unwise to
specify the nature of these contracts.
As regards the share purchase and/or subscription option plans (the
“Options”) and the free share plans (the “Shares”), with the exception
of those relating to Corporate Executive Offi cers, in the event of a
change of control of Ubisoft Entertainment SA within the meaning
of Article L. 233-3 of the French Commercial Code, these plans shall
immediately cease to be contingent upon a) the benefi ciaries being,
on the date of exercise of the Option(s) or change in ownership of
the Shares, employees or corporate offi cers of the Group and b)
the achievement of the performance conditions, where applicable.
Agreement to compensate Board members
if they resign or are unfairly dismissed, or
if their employment is terminated due to a
public offering
There are no specifi c agreements providing for compensation in
case of termination of offi ce of corporate offi cers.
- Registration Document 2016
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