Ubisoft 2014 Annual Report Download - page 234

Corporate Information
2014
229
The conversion of preference shares into ordinary shares, where this involves
new shares rather than existing shares held within the context of the buyback
program, shall cause shareholders to waive their preferential right to subscribe
to new ordinary shares resulting from conversion.
All preference shares converted as such shall be definitively assimilated to
ordinary shares on their Conversion Date and shall carry immediate dividend
rights.
The Board of Directors, with the option to sub-delegate, must duly note, where
applicable, the number of new ordinary shares resulting from the conversion of
preference shares during said financial year or the number of existing ordinary
shares allocated and shall make the necessary modifications to the Articles of
Association.
3. Options to buy back preference shares at the initiative of the Company
The Board of Directors, with the option to delegate in accordance with legal and
regulatory conditions, may buy back preference shares at nominal value following
the cancellation of all or some of these preference shares in the event that the
conversion criteria referred to in 2.2 above are not fulfilled, it being understood that
preference shares shall under no circumstances give any further rights to dividends
after the Conversion Date.
In this case, the Company may inform holders of preference shares of the
implementation of this buyback by any postal means prior to the effective buyback
date.
If only some of the preference shares are bought back, these preference shares
shall be bought back in a manner that is proportionate between the holders of a
single category of preference shares.
All preference shares bought back in this way shall be definitively cancelled on their
buyback date and the share capital of the Company shall be reduced accordingly,
whereby creditors have a right to oppose this.
The Board of Directors must duly note, where applicable, the number of preference
shares bought back and cancelled during said financial year and shall make the
subsequent amendments to the clauses of the Articles of Association relating to the
amount of share capital and the number of shares this comprises.
4. 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. Holders of preference shares
convene special meetings regarding any project relating to the modification of the
rights attached to preference shares. Furthermore, in accordance with the
provisions of article L 228-17 of the French Commercial Code, all merger or
demerger plans of the Company, in the context of which it would not be possible to
exchange preference shares for shares having equivalent specific rights, shall be
submitted for approval by all special meetings concerned.
Special meetings are only valid if the holders of preference shares in the category
concerned, whether present or represented, possess, at the first meeting, at least
one third of, and, at the second meeting, one fifth of preference shares with voting
rights. In the event of modification or redemption of capital, the rights of holders of
preference shares are adjusted in order to preserve their rights in accordance with
the provisions of article L 225-99 of the French Commercial Code.