Ubisoft 2014 Annual Report Download - page 238

Corporate Information
2014
233
5. resolves that bonus shares granted by virtue of this authorization and the number of ordinary
shares that may be created in the event of conversion of preference shares may not involve a
number of existing or new shares greater than 0.1% of the number of ordinary shares that
comprise the share capital of the Company on the date of the Board of Directors’ allocation
decision, whereby this limit is deducted from that given in the fifteenth resolution, it being
understood that:
(i) this limit is fixed and takes into account the nominal amount of ordinary shares in the
Company that may be issued for the purpose of adjustments to be made in accordance with
the law and applicable contractual stipulations in order to protect the rights of holders of
securities or other rights giving entitlement to capital; and
(ii) the nominal amount by which the Company’s capital is increased, resulting from issues of
ordinary shares performed by virtue of this authorization, is deducted from the limit of
€4,000,000 set out in the twenty-third resolution of the Combined General Meeting of
June 27, 2013.
6. resolves that the allocation of:
 ordinary shares to their beneficiaries shall become definitive after a vesting period, the
duration of which shall be fixed by the Board of Directors, it being understood that this duration
may not be less than four years. Insofar as the vesting period would be a minimum of four
years, the General Meeting authorizes the Board of Directors not to impose a retention period
for the shares considered. It should be noted that the Board of Directors may stipulate vesting
and retention period durations that are greater than the minimum durations set out above,
where necessary.
 preference shares to their beneficiaries shall become definitive after a vesting period, the
duration of which shall be fixed by the Board of Directors, on the understanding that this
duration may not be less than three years, and that the beneficiaries must retain said shares
for a period fixed by the Board of Directors, on the understanding that the retention period may
not be less than two years from the definitive allocation of said shares. However, the General
Meeting authorizes the Board of Directors, insofar as the vesting period for all or some of one
or several allocations would be a minimum of four years, not to impose a retention period for
the shares considered. It should be noted that the Board of Directors may stipulate acquisition
and retention period durations that are greater than the minimum durations set out above,
where necessary.
7. resolves that, in the event of disability of the beneficiary corresponding to classification in the
second or third category provided for in Article L. 341-4 of the French Social Security Code, the
bonus shares shall be allocated to said beneficiary definitively before the end of the remaining
vesting period, and shall be immediately transferable.
8. resolves that, in the event of allocation of preference shares, and subject to adoption of the
fourteenth resolution above:
a) the conversion ratio at the end of the retention period shall be – subject to realization of the
conditions given in b) hereinafter and adjustments, where applicable, in accordance with
legal and regulatory conditions – 30 ordinary shares for 1 preference share for a target
objective of 150% of the initial price on the date of allocation, subject to application, where
applicable, of a proportionate and linear degression scale;
b) the latter shall be converted into ordinary shares of the Company at the end of the retention
period by applying the conversion ratio given in a) above.
9. duly notes that this authorization automatically causes shareholders to waive their preferential
right to subscribe to shares that would be issued by virtue of this resolution, in favor of
beneficiaries.