26 th May, 2014 BULLETIN DES ANNONCES LEGALES OBLIGATOIRES Bulletin n 63 Disclaimer This document is a free translation into English of the original French press release. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text. NOTICES OF MEETINGS SHAREHOLDERS AND UNIT-HOLDERS MEETINGS UBISOFT ENTERTAINMENT A French société anonyme with a share capital of 8,200,040.41 Registered office : 107, avenue Henri Fréville - BP 10704-35207 RENNES CEDEX 02 - FRANCE Corporate and Trade Register : 335 186 094 RCS RENNES NOTICE OF MEETING The shareholders of UBISOFT ENTERTAINMENT SA are informed that a Combined Ordinary and Extraordinary General Meeting of the company will take place on Tuesday, July 1 st, 2014, at 11:30 a.m. at the Maison de la RATP Espace du Centenaire, 189, rue de Bercy, 75012 Paris, France, for the purpose of deliberating on the following agenda: ORDINARY BUSINESS - Approval of the Company financial statements for the financial year ended March 31, 2014 - Allocation of earnings for the financial year ended March 31, 2014 - Approval of the consolidated financial statements for the financial year ended March 31, 2013 - Approval of the regulated agreements and commitments governed by articles L. 225-40 et seq. of the French Commercial Code - Opinion on the elements of compensation of Mr. Yves Guillemot, Chief Executive Officer - Opinion on the elements of compensation of Mr. Claude Guillemot, Executive Vice President - Opinion on the elements of compensation of Mr. Michel Guillemot, Executive Vice President - Opinion on the elements of compensation of Mr. Gérard Guillemot, Executive Vice President - Opinion on the elements of compensation of Mr. Christian Guillemot, Executive Vice President - Authorization to purchase, retain or transfer shares in Ubisoft Entertainment SA EXTRAORDINARY BUSINESS - Authorization granted to the Board of Directors to reduce the share capital by cancelling shares - Delegation of authority to the Board of Directors to increase the share capital by issuing shares reserved for members of a savings plan of the Group - Delegation of authority to the Board of Directors to issue shares reserved for employees and corporate officers of subsidiaries of the Company, as defined by article L. 233-16 of the French Commercial Code, whose registered office is located outside France - Creation of a new category of shares comprised of preference shares, governed by articles L.228-11 et seq. of the French Commercial Code, and subsequent amendments of the Articles of Association, within the context of and subject to the adoption of the fifteenth resolution and/or sixteenth resolution - Authorization granted to the Board of Directors to allocate ordinary and/or preference shares of the Company free of charge as referred to in articles L. 225-197-1 et seq. of the French Commercial Code in favor of the employees and/or corporate officers of associated companies, with the exception of the corporate officers of the Company - Authorization granted to the Board of Directors to allocate ordinary and/or preference shares of the Company free of charge as referred to in articles L. 225-197-1 et seq. of the French Commercial Code in favor of the members of the Executive Committee of the UBISOFT Group as referred to in 4.2.3 of the Management Report, with the exception of the corporate officers of the Company - Powers for legal formalities ORDINARY AND EXTRAORDINARY BUSINESS DRAFT RESOLUTIONS ORDINARY BUSINESS FIRST RESOLUTION (Approval of the Company financial statements for the financial year ended March 31, 2014) - The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors management report and the Statutory Auditor s report, hereby approves the Company financial statements for the financial year ended March 31, 2014, as presented (comprising the balance sheet, income statement and Notes), which show a loss of 184,120,003.12, and the transactions recorded in these financial statements or summarized in these reports. SECOND RESOLUTION (Allocation of earnings for the financial year ended March 31, 2014) - The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors report, hereby resolves to allocate the loss for the financial year ended March 31, 2014, as follows: Loss - 184,120,003.12 Credit of the Premium account + 244,540,143.50 Balance of Premium account + 60,420,140.38 The General Meeting also duly notes that no dividend has been distributed during the last three financial years.
THIRD RESOLUTION (Approval of the consolidated financial statements for the financial year ended March 31, 2014) - The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors report on the management of the Group and the Statutory Auditor s report on the consolidated financial statements, hereby approves the consolidated financial statements for the financial year ended March 31, 2014, as presented (comprising namely the balance sheet, consolidated income statement and Notes), which show a loss of 65,525,005.66, and the transactions recorded in these financial statements or summarized in these reports. FOURTH RESOLUTION (Approval of the regulated agreements and commitments governed by articles L. 225-40 et seq. of the French Commercial Code) - The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Statutory Auditor s special report on the regulated agreements and commitments governed by articles L. 225-40 et seq. of the French Commercial Code, hereby approves the new agreement authorized by the Board of Directors, which was concluded during the financial year ended March 31, 2014, and duly notes the information relating to regulated agreements concluded and commitments undertaken during previous financial years. FIFTH RESOLUTION (Opinion on the elements of compensation of Mr. Yves Guillemot, Chief Executive Officer) - The General Meeting, consulted pursuant to the recommendation given in Section 24.3 of the AFEP-MEDEF corporate governance code of June 2013, which constitutes the Company s reference code in compliance with article L. 225-37 of the French Commercial Code, acting in accordance with the quorum and majority requirements for ordinary general meetings, hereby issues a favourable opinion on the elements of compensation due or granted to Mr. Yves Guillemot, Chief Executive Officer, for the financial year ended March 31, 2014. SIXTH RESOLUTION (Opinion on the elements of compensation of Mr. Claude Guillemot, Executive Vice President) - The General Meeting, consulted pursuant to the recommendation given in Section 24.3 of the AFEP-MEDEF corporate governance code of June 2013, which constitutes the Company s reference code in compliance with article L. 225-37 of the French Commercial Code, acting in accordance with the quorum and majority requirements for ordinary general meetings, hereby issues a favourable opinion on the elements of compensation due or granted to Mr. Claude Guillemot, Executive Vice President, for the financial year ended March 31, 2014. SEVENTH RESOLUTION (Opinion on the elements of compensation of Mr. Michel Guillemot, Executive Vice President) - The General Meeting, consulted pursuant to the recommendation given in Section 24.3 of the AFEP-MEDEF corporate governance code of June 2013, which constitutes the Company s reference code in compliance with article L. 225-37 of the French Commercial Code, acting in accordance with the quorum and majority requirements for ordinary general meetings, hereby issues a favourable opinion on the elements of compensation due or granted to Mr. Michel Guillemot, Executive Vice President, for the financial year ended March 31, 2014. EIGHTH RESOLUTION (Opinion on the elements of compensation of Mr. Gérard Guillemot, Executive Vice President) - The General Meeting, consulted pursuant to the recommendation given in Section 24.3 of the AFEP-MEDEF corporate governance code of June 2013, which constitutes the Company s reference code in compliance with article L. 225-37 of the French Commercial Code, acting in accordance with the quorum and majority requirements for ordinary general meetings, hereby issues a favourable opinion on the elements of compensation due or granted to Mr. Gérard Guillemot, Executive Vice President, for the financial year ended March 31, 2014. NINTH RESOLUTION (Opinion on the elements of the compensation of Mr. Christian Guillemot, Executive Vice President) - The General Meeting, consulted pursuant to the recommendation given in Section 24.3 of the AFEP-MEDEF corporate governance code of June 2013, which constitutes the Company s reference code in compliance with article L. 225-37 of the French Commercial Code, acting in accordance with the quorum and majority requirements for ordinary general meetings, hereby issues a favourable opinion on the elements of compensation due or granted to Mr. Christian Guillemot, Executive Vice President, for the year ended March 31, 2014. TENTH RESOLUTION (Authorization to purchase, retain or transfer shares in Ubisoft Entertainment SA) - The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors report, hereby authorizes the Board of Directors, with the option to sub-delegate under the conditions provided for by law, pursuant to the provisions of articles L. 225-209 et seq. of the French Commercial Code and in accordance with the applicable provisions of European Regulation no. 2273/2003 of December 22, 2003 and of the General Regulations of the Autorité des Marchés Financiers, to purchase, retain and transfer shares in the Company, up to a maximum number of shares representing 10% of the share capital existing at any given time ; this percentage shall apply to the share capital adjusted based on transactions carried out after this Shareholders meeting, it being specified that the maximum buyback percentage of shares acquired by the Company with a view to retaining them for delivery at a later date as payment or in exchange for future acquisitions is limited to 5% of the share capital in accordance with the law. These purchases and sales of shares may be carried out for any purpose permitted by law and regulation, either in force now or in the future, and in particular: - to ensure the liquidity and support the second market of the Ubisoft Entertainment SA share using an investment services provider acting independently in accordance with the code of ethics recognized by the Autorité des Marchés Financiers, - to remit shares upon the exercise of rights attached to securities giving entitlement by any means, whether immediately or over time, to the Company s share capital, - to grant shares to employees and corporate officers of the Ubisoft Group under any arrangement authorized by law and, in particular, via a company profit-sharing scheme, any company savings scheme, any bonus share grant plan, or any stock option plan for some or all of the Group s employees or corporate officers, - to retain shares for delivery at a later date in exchange or as payment for future acquisitions up to a limit of 5% of the existing share capital, - to cancel shares subject to approval of the eleventh resolution submitted to this Meeting, - to implement any market practice that is or may come to be recognized by law or the Autorité des Marchés Financiers. The maximum authorized unit purchase price, excluding charges, is 30, i.e. a maximum amount of 317,774,190 based on the share capital as of April 30, 2014, it being specified that the maximum unit purchase price and the maximum program amount shall be adjusted in the event of capital increases via the capitalization of reserves, allocation of free bonus shares, and/or stock split or reverse stock split. The use of this authorization may not cause the number of shares held directly or indirectly by the Company to exceed 10% of the number of shares making up the share capital. Shares may be purchased, sold or transferred by any means. These means include over-the-counter transactions, sales of blocks of shares, sale and repurchase agreements, use of any derivative financial instrument traded on a regulated market or over the counter, and implementation of optional strategies, under the conditions authorized by the Autorité des Marchés Financiers. The acquisition, sale or transfer of these shares may be performed on one or several occasions and at any time, excluding the public offering period for the Company s shares.
The Board of Directors shall inform the shareholders, during each Annual General Meeting, of purchases, transfers or cancellations of shares realized as such and of the allocation and, where applicable, the reallocation, under the conditions provided for by law, of shares acquired for various pursued objectives. The General Meeting grants all powers to the Board of Directors, with the option to sub-delegate, under the conditions provided for by law, to place all stock exchange or off-market orders, conclude all agreements, prepare all documents (in particular information documents), perform (in accordance with legal provisions) all allocations or reallocations of acquired shares, undertake all formalities and make all declarations to all bodies and, generally speaking, do all that is necessary. The General Meeting also grants all powers to the Board of Directors, if the law or the Autorité des Marchés Financiers comes to extend or supplement the objectives authorized for share buyback programs, for the purpose of preparing a description of the program comprising these modified objectives. This authorization is granted for a period of eighteen months from the date of this Meeting and in respect of the unused portion, supersedes any previous authorization with the same purpose. EXTRAORDINARY BUSINESS ELEVENTH RESOLUTION (Authorization granted to the Board of Directors to reduce the share capital by cancelling shares) - The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings and having considered the Board of Directors report and the Statutory Auditor s special report, and acting in accordance with Article L. 225-209 of the French Commercial Code, hereby authorizes the Board of Directors, at its sole initiative, on one or several occasions, to reduce the share capital, within a limit of 10% of the Company s capital per 24-month period, by cancelling shares that the Company holds or may hold following purchases realized within the context of share purchase programs authorized by the tenth resolution submitted to this Meeting, or share purchase programs authorized before or after the date of this Meeting. The General Meeting grants all powers to the Board of Directors, with the option to sub-delegate under the conditions provided for by law, to perform these transactions within the limits and at the times it shall specify, to determine the terms and conditions of these transactions, to make the necessary attributions to all reserve, income or premium items, to confirm their realization, to make the necessary modifications to the Articles of Association and, generally speaking, to make all decisions and undertake all formalities. This authorization is granted for a period of eighteen months from the date of this Meeting and in respect of the unused portion supersedes any previous authorization with the same purpose. TWELTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing shares reserved for members of a savings plan of the Group) - The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings and having considered the Board of Directors report and the Statutory Auditor s special report, and pursuant to the provisions of articles L. 225-129-2, 225-138 and L. 225-138-1 of the French Commercial Code and articles L. 3332-1 et seq. of the French Labour Code, hereby: 1. delegates to the Board of Directors its authority to resolve to increase the share capital, at its sole initiative, on one or several occasions, at the times and in accordance with the terms it shall specify, under the conditions provided for by law, by issuing ordinary shares or securities giving entitlement to existing ordinary shares of the Company or those to be issued, for subscription in cash, which are reserved for mermbers of a savings plan of the Group and/or associated companies or groups within the meaning of article L. 225-180 of the French Commercial Code and article L. 3344-1 of the French Labour Code. 2. resolves that (i) the nominal amount of the Company s capital increases that may be carried out immediately or in the future, resulting from all issues performed by virtue of this delegation, is fixed at 0.2% of the amount of the outstanding share capital on the date of the Board of Directors decision, it being understood that this maximum amount is fixed without taking 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 the Company s share capital, and that (ii) the nominal amount by which the Company s capital is increased, immediately or in the future, resulting from issues performed by virtue of this delegation, shall be deducted from the limit of 4,000,000 set out in the twenty-third resolution of the Combined General Meeting of June 27, 2013. 3. resolves to waive, in favor of members of a savings plan of the Group, shareholders preferential right to subscribe to ordinary shares or securities giving entitlement to ordinary shares to be issued within the context of this delegation. 4. resolves that the subscription price of the shares or securities issued shall be determined under the conditions defined in articles L. 3332-18 to L. 3332-23 of the French Labour Code. 5. resolves to fix the maximum discount offered within the context of a savings plan at 15% of the average opening price of the Ubisoft Entertainment SA share on Euronext Paris over the twenty trading days prior to the date of the decision setting the start date for subscriptions, it being understood that the Board of Directors may reduce this discount where it sees fit, particularly in the event that members of a company savings plan are offered shares on the international market and/or abroad in order to meet applicable local legal requirements. 6. resolves that the Board of Directors may also allocate, in favor of the beneficiaries referred to above, shares or other securities giving entitlement to the share capital of the Company free of charge, in accordance with legal and regulatory conditions, in order to replace all or part of the discount referred to in 5) and/or as a matching contribution by the Company, it being understood that the benefit resulting from this allocation may not exceed the limits provided for in articles L. 3332-21 and L. 3332-11 of the French Labour Code. Each capital increase will only be completed up to the amount of shares subscribed to by the beneficiaries referred to above, individually or via corporate mutual funds or open-ended investment companies governed by article L. 214-40-1 of the French Monetary and Financial Code. The Board of Directors will have all powers, with the option to sub-delegate under the conditions provided for by law, to implement this delegation in accordance with the conditions set out above, and in particular to: decide on the features, amount and terms of each issue; - decide whether the shares may be subscribed to directly by participants in a savings plan or via corporate mutual funds or open-ended investment companies governed by article L. 214-40-1 of the French Monetary and Financial Code; - determine the relevant companies and beneficiaries; - determine the nature and terms of the capital increase and the terms of the issue; - where applicable, set out the seniority conditions that beneficiaries must meet in order to subscribe to ordinary shares or new securities to be issued within the context of capital increases within the scope of this resolution;
- fix the amounts of these issues and decide on subscription prices, the terms and conditions of issues of shares or securities to be performed by virtue of this delegation and in particular their vesting date, and the terms of their payment in full and delivery; - decide on start and end dates for subscriptions; - confirm the realization of the capital increase by means of issuance of ordinary shares up to the amount of ordinary shares that shall be effectively subscribed to; - at its sole discretion and where it sees fit, deduct capital increase fees from the amount of premiums pertaining to these increases and deduct from this amount the amounts necessary to ensure that the legal reserve is maintained at a tenth of the new capital after each increase; - in general terms, perform all acts and formalities, take all measures, make all decisions and conclude all useful or necessary agreements (i) in order to ensure the successful conclusion of the issues performed by virtue of this delegation of authority and in particular for the issuance, subscription, delivery, vesting and listing of the shares created, financial servicing of the new shares and the exercise of rights attached thereto, (ii) in order to confirm the definitive realization of these capital increase(s) and make modifications to the Articles of Association relating to these capital increases, (iii) in order to proceed with the formalities subsequent to the realization of capital increases and, generally speaking, do what is necessary. This delegation is valid for a period of twenty-six months from the date of this Meeting and in respect of the unused portion supersedes any previous delegation with the same purpose. THIRTEENTH RESOLUTION (Delegation of authority to the Board of Directors to issue shares reserved for employees and corporate officers of subsidiaries of the Company, as defined by Article L. 233-16 of the French Commercial Code, whose registered office is located outside France) - The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings and having considered the Board of Directors report and the Statutory Auditor s special report, and acting in accordance with the provisions of articles L. 225-129-2 and L. 225-138 of the French Commercial Code, hereby: 1. delegates to the Board of Directors the authority to issue ordinary shares in the Company, on one or several occasions, subscription to which is reserved for employees and corporate officers of subsidiaries of the Company, as defined by article L. 233-16 of the French Commercial Code, whose registered office is located outside France (hereinafter Subsidiaries ) and which may be paid up in cash or by offsetting against receivables. 2. resolves (i) that the nominal amount of the Company s capital increases performed by virtue of this delegation, is fixed at 0.2% of the amount of share capital on the date of the Board of Directors decision setting the start date for the subscription period, it being understood that this limit is fixed without taking 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 that (ii) the nominal amount by which the Company s capital is increased, immediately or in the future, resulting from issues performed by virtue of this authorization, shall be deducted from the limit of 4,000,000 set out in the twenty-third resolution of the Combined General Meeting of June 27, 2013. 3. takes notice that the Board of Directors may issue shares reserved for employees of Subsidiaries, at the same time as, or independently of, one or several issues open to shareholders, employees subscribing to a savings plan of the Group or third parties. 4. resolves that the subscription price for new shares shall be set by the Board of Directors on the date when it sets the subscription start date, according to one of the following two methods, at the discretion of the Board of Directors: - subscription price equal to the average opening price of the Ubisoft Entertainment SA share on Euronext Paris over the twenty trading days prior to the date of the Board of Directors decision, less a maximum discount of 15% where applicable; or - subscription price equal to the opening price of the Ubisoft Entertainment SA share on Euronext Paris on the date of the Board of Directors decision, less a maximum discount of 15% where applicable, it being understood that the method used, or the discount amount applied, may differ depending on the capital increases or beneficiaries. 5. resolves to waive shareholders preferential right for subscription to shares to be issued in favor of employees and corporate officers of Subsidiaries. 6. approves, in compliance with Section 423 of the US Internal Revenue Code, the plan adopted by the Board of Directors on February 11, 2014, and confirmed by the Board of Directors on March 17, 2014, in favor of employees of American subsidiaries of the Company within the context of the twentieth resolution of the Combined General Meeting of September 24, 2012. 7. resolves that the Board of Directors shall have full powers, with the option to sub-delegate under the conditions stipulated by law, to implement this delegation, and in particular to: - determine the dates, terms and conditions of the issue(s) with or without a premium, and to determine the overall number of shares to be issued; - establish the list of beneficiaries among the employees and corporate officers of Subsidiaries, and to determine the number of shares that may be subscribed to by each individual; - decide on the share subscription price, in accordance with the terms set out in paragraph 4 of this resolution; - decide on the payment terms for these shares within legal limits; - set the vesting date for the shares to be issued; - where applicable, deduct amounts from the issue premium(s) and in particular charges incurred due to the realization of issues; - where applicable, request that the new shares be admitted for trading on the Euronext Paris market or any other regulated market; - conclude all agreements in order to ensure the successful conclusion of the planned issues and make the necessary modifications to the Articles of Association; - ensure the preservation of the rights of holders of securities giving entitlement to the share capital of the Company in the future, in accordance with applicable legal and regulatory provisions; - and, in more general terms, determine the terms and conditions of transactions performed within the context of this resolution, confirm the realization of the capital increase, and undertake all legal formalities, all in accordance with the provisions of Articles L. 225-129-2 and L. 225-138 of the French Commercial Code. 8. resolves that this delegation is valid for a period of eighteen months from the date of this Meeting and in respect of the unused portion supersedes any previous delegation with the same purpose.
FOURTEENTH RESOLUTION (Creation of a new category of shares comprised of preference shares, governed by articles L.228-11 et seq. of the French Commercial Code, and subsequent amendments of the Articles of Association, within the context of and subject to the adoption of the fifteenth resolution and/or sixteenth resolution) - The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings and having considered the Board of Directors report, the Statutory Auditor s special report and the Shares Auditor s report relating to specific benefits in accordance with the provisions of article L. 225-147 relating to specific benefits, subject to the condition precedent of the adoption of the fifteenth resolution and/or sixteenth resolution, hereby: 1. resolves, in accordance with articles L.228-11 et seq. of the French Commercial Code, to introduce in the Articles of Association the option to create one or more categories of preference shares, the features of which and the procedures for conversion into ordinary shares are fixed as indicated hereinafter. 2. resolves that the issuance of preference shares may only be decided within the context of bonus shares granted to employees or corporate officers of the Company or directly or indirectly associated companies or groups in accordance with the provisions of articles L.225-197-1 et seq. of the French Commercial Code it being specified that the corporate officers of the Company may not be beneficiaries of bonus and/or preference shares granted hereafter by virtue of and subject to approval of the fifteenth and sixteenth resolutions. 3. resolves, as a result, that the share capital of the Company shall comprise two categories of shares : ordinary shares and preference shares. 4. resolves that the admission of preference shares for trading on the Euronext Paris market shall not be requested. 5. resolves that the nominal unit value of preference shares shall be 0.0775. 6. resolves that the preference shares will not grant any voting rights at general meetings; however, holders of preference shares shall be entitled to attend a special meeting in accordance with the provisions of article L. 225-99 of the French Commercial Code and by the Articles of Association of the Company, in the event of any amendment to the rights attached to this category of shares. 7. resolves that each preference share shall have a distribution right equal to 1% of the distribution right and, in the event of dissolution of the Company, a right to the liquidation dividend in proportion to the nominal amount represented in share capital. 8. resolves that the preference shares shall have no preferential subscription rights for any capital increase or any transaction with a right to ordinary shares; however, the conversion ratio given in the fifteenth and sixteenth resolutions of this Meeting or that may be fixed by any subsequent resolution with the same purpose shall be adjusted in order to preserve the rights of holders under the contractual conditions provided for to this effect in the regulations of the bonus preference share grant plan. 9. resolves having duly noted that, insofar as preference shares may only be issued within the context of bonus shares granted to employees or corporate officers of the Company and to directly or indirectly associated companies or groups in accordance with the provisions of articles L.225-197-1 et seq. of the French Commercial Code, the conversion date shall be directly linked to the vesting periods provided for in the bonus share grant plan that preference shares shall be converted into ordinary shares: - based on the listed share price evolution of ordinary shares following a minimum period of four years from the date of allocation of preference shares by the Board of Directors of the Company it being understood that the conversion date that would be applied within the context of bonus preference shares granted within the scope of and subject to adoption of the fifteenth and sixteenth resolutions hereinafter shall be five years; - according to the terms set out by the Board of Directors at the time of allocation, namely: automatic conversion on the conversion date or at the request of a holder from the conversion date up until a date determined by the Board of Directors. 10. resolves that, assuming that the number of ordinary shares to which the conversion of preference shares would give entitlement would be equal to zero in accordance with the conversion terms, the Company may decide to buy back said preference shares with a view to cancelling them, it being understood that, in any event, the preference shares shall no longer give entitlement to a dividend as from the conversion date. 11. resolves, by virtue of the above, that the Articles of Association of the Company shall be amended as follows when the decision is made to allocate said preference shares: Article 4 of Section II Share capital Form of shares Rights attached to shares is modified as follows: Previous wording The share capital is set at [eight million, two hundred thousand and forty euros and forty-one centimes ( 8,200,040.41)]. It is divided into [one hundred and five million, eight hundred and six thousand and nine hundred and seventy-three (105,806,973) shares fully paid up]. New wording [additions = quotes, bold, italic and underlined] The share capital is set at [amount in words] euros [( amount in figures)]. It is divided into [amount in words (amount in figures) shares fully paid up], comprising: [ ] ordinary shares with a nominal value of 0.0775, and [ ] preference shares with a nominal value of 0.0775. Pursuant to legal and regulatory conditions, preference shares may be created and issued in accordance with articles L 228-11 et seq. of the French Commercial Code; the specific rights of which are defined in these Articles of Association. Several categories of preference shares may be created with different features, particularly with regard to (i) their issue date and (ii) their conversion ratio. The corporate body that decides to issue preference shares shall consequently make the subsequent amendments to Article 4 in order to specify the designation and the features of the category issued as such and in particular those features mentioned in (i) and (ii) above. In these Articles of Association, the term share(s) includes ordinary shares and preference shares and the term shareholder(s) includes holders of ordinary shares and holders of preference shares. Each share is entitled to the same rights, subject to the provisions of Article 7 hereinafter.
Article 5 of Section II Share capital Form of shares Rights attached to shares is replaced by the following article: Previous wording Fully paid up 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 by debit and credit from and to shareholders account. 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 in shareholders general 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. New wording [additions = quotes, bold, italic and underlined] Fully paid up ordinary shares may be registered or bearer shares, depending on the preference of the shareholder, subject to applicable legal and regulatory provisions. Preference shares of the Company must be registered and may not be contractually divided. The shares of the Company require book-entry under the terms and conditions required by applicable legal and regulatory provisions. Ordinary shares are transferred between by debit and credit from and to shareholders account. Preference shares are not transferable. 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 in shareholders general 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. Article 7 and Article 8 of Section II Share capital Form of shares Rights attached to shares are merged and replaced by the following article (subsequent articles shall be renumbered accordingly): Previous wording ARTICLE 7: 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 share 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 the condition that 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. ARTICLE 8: 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. Insertion of clauses relating to preference shares in Article 7 (former Articles 7 and 8) New wording [additions = quotes, bold, italic and underlined] ARTICLE 7: [transposed to 1st paragraph of II. below] I. Common stipulations for shares 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 share 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 the condition that 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. ARTICLE 8: II. Other rights attached to ordinary shares Each ordinary 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. 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. III. Other rights attached to preference shares Preference shares and the rights of their holders are governed by applicable provisions of the French Commercial Code and by provisions given in the Articles of Association that apply thereto. Preference shares do not have a preferential subscription right for any share capital increase or transaction with a right to ordinary shares. However, the conversion ratio referred to in 2.2 below shall be adjusted in order to preserve the rights of holders of preference shares, in accordance with legal and regulatory conditions and the conditions set out in these Articles of Association. Preference shares shall be fully paid up when issued via capitalization of the same amount of reserves, premiums or earnings of the Company.
Features of preference shares 1. Right to liquidating dividend and right to dividends Each preference share shall give rights to the liquidating dividend equal to the proportion of the share capital that it represents, up to the Conversion Date (as defined in Article 2.2 of these Articles of Association). Each preference share shall have a dividend distribution right equal to 1% of the distribution right. 2. Conversion Subject to fulfilment of the conditions set out in Article 2.2 below, preference shares shall be converted into a number of ordinary shares in accordance with 2.3 below. 2.1 Conversion Date As preference shares may be issued only within the context of bonus shares granted to employees and/or corporate officers of the Company and directly or indirectly associated companies or groups in accordance with the provisions of articles L.225-197-1 et seq. of the French Commercial Code, the conversion date ( Conversion Date ) shall be directly linked to the vesting or retention periods, as the case may be, as provided for in the bonus share grant plan, and may under no circumstances take place before a minimum period of 4 years. 2.2 Conversion conditions The number of ordinary shares that may result from conversion shall be 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 defined by the Board of Directors ( Weighted Share Price ) on the Conversion Date (the Conversion Ratio ). It being understood that the Board of Directors shall determine, for this purpose, 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 under no circumstances be lower than: - the opening price of ordinary shares on Euronext Paris on the date of allocation of preference shares by the Board of Directors ( Daily Price ), - or the average opening price of ordinary shares of the Company over the twenty trading days prior to the allocation of preference shares by the Board of Directors ( 20-day Average ). the target share price on the Conversion Date beyond which the number of ordinary shares resulting from conversion shall not increase any further (the Maximum Share Price ), which may under no circumstances be lower than the Daily Price or the 20-day Average plus a percentage to be defined by the Board of Directors based on the resolutions of the Meeting authorizing bonus allocations of preference shares. If the Maximum Share Price: is reached: the maximum number of ordinary shares resulting from the conversion of all preference shares issued may not exceed the amount voted on by the General Meeting in the resolution that authorized the Board of Directors to allocate said preference shares free of charge; is not reached: a reduction shall be applied according to the terms set out by the Board of Directors on the date of allocation. 2.3 Conversion methods Subject to fulfilment of the conditions set out in paragraph 2.2 above, preference shares shall 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: automatically on the Conversion Date as defined in 2.1 above, 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 shall 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. The Company may inform holders of preference shares of the implementation of conversion by any means prior to the effective conversion date. Conversion into ordinary shares may under no circumstances take place between the publication in BALO of a notice convening any general meeting and the date when said meeting is held, in which case the Conversion Date shall be moved to the end of the general meeting. When the total number of ordinary shares to be received by a holder by applying the conversion ratio to the number of preference shares held by said holder is not a whole number, the number of ordinary shares said holder shall receive is this number rounded down to the nearest whole number. 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. 12. grants full powers to the Board of Directors, in accordance with legal and regulatory provisions, to implement this delegation, and in particular to: - determine certain features of preference shares that would be necessary in order to implement bonus preference share grant plans in accordance with the provisions of this resolution, - attach, if the Board of Directors decides to do so, additional conditions to the rules for conversion of preference shares into ordinary shares of the Company referred to above, - set the terms according to which the preservation of the rights of holders of securities or other rights giving entitlement to capital shall be ensured, where applicable, in accordance with applicable legal and regulatory provisions and, where applicable, with applicable contractual stipulations providing for other adjustments, - where applicable, deduct amounts from the issue premium(s) and in particular charges incurred due to the realization of issues, deduct from this amount the amounts necessary to ensure the legal reserve is maintained at a tenth of the new capital after the capital increase and, in general terms, take all useful measures and conclude all agreements in order to ensure the successful completion of the planned issue, and - generally speaking, take all useful measures, conclude all agreements, apply for all authorizations, undertake all formalities and do what is necessary to ensure the successful completion of the planned issue or delay this, and in particular confirm the capital increase resulting from any issue realized by means of this delegation and make the necessary modifications to the Articles of Association, as established in this resolution, before allocating the preference shares, 13. resolves that this delegation is valid for a period of thirty-eight months from the date of this Meeting. FIFTEENTH RESOLUTION (Authorization granted to the Board of Directors to allocate ordinary and/or preference shares of the Company free of charge as referred to in Articles L. 225-197-1 et seq. of the French Commercial Code in favor of the employees and/or corporate officers of associated companies, with the exception of the corporate officers of the Company) - The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings and having considered the Board of Directors report and the statutory auditor s special report, and acting in accordance with Articles L. 225-197-1 et seq. of the French Commercial Code, hereby: 1. authorizes the Board of Directors to allocate, on one or several occasions, existing shares in the Company and/or those to be issued, free of charge, in favor of staff members or certain categories of staff members, which it shall determine, from among the employees and/or corporate officers of associated companies as defined by article L. 225-197-2 of the French Commercial Code, with the exception of the corporate officers of the Company. 2. resolves that the shares allocated as such shall be ordinary and/or preference shares, whereby the latter shall be subject to the condition precedent of adoption of the previous resolution. 3. resolves that the Board of Directors shall make allocations and determine the identity of the beneficiaries and, where applicable, the conditions and criteria for allocation of shares within the limits set out in this authorization. 4. 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 1.7% of the number of ordinary shares that comprise the share capital of the Company on the date of the Board of Directors allocation decision, it being understood that this limit is common to the limit referred to in the sixteenth resolution of this Meeting: (i) (ii) this 1.7% limit includes 0.6% for ordinary shares after the conversion of preference shares and 1.1% for ordinary shares, this limit is fixed but does not take 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 (iii) 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. 5. resolves that the allocation of: