Ubisoft 2001 Annual Report Download - page 101

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FINANCIAL REPORT
General Information
101
6.1.9 Statutory distribution
of profits (Article 17 of
the Articles of Association)
The income from the financial year, once operating expenses,
depreciation and provisions have been deducted, constitutes
the earnings. The following items are deducted from the profits
for the financial year after deducting losses carried forward
from pre-vious years where appropriate:
■the sums to be allocated to reserves in accordance with
the law or the Articles of Association and, in particular,
at least 5% to make up the statutory reserve fund. This
allocation is no longer obligatory when the said fund reaches
an amount equal to one-tenth of the share capital. It is
resumed if for any reason the statutory reserve falls
below this fraction;
■ any amounts which the General Meeting, in response to a
proposal by the Board of Directors, deems necessary to
allocate to extraordinary or special reserves or to carry
forward.
The balance shall be distributed to the shareholders.
However, unless there is a reduction in capital, no distribution
may be made to shareholders where the equity capital is, or
would be if such distribution were to take place, less than
the amount of the capital plus the reserves, which by law or
under the terms of the Articles of Association, may not be
distributed.
The General Meeting may, in accordance with the provisions
of Article 351 of the Commercial Code (formerly Article 361
of Law no. 66-537 of July 24, 1966), grant each shareholder
the option of receiving all or part of the dividends to be
distributed or the interim dividends in cash or in the form of
shares.
6.1.10 General Meetings
(Article 14 of the Articles
of Association)
General Meetings shall consist of all the shareholders, with
the exception of the company itself, Ubi Soft Entertainment
S.A. They shall represent the totality of shareholders.
General Meetings shall be called and held in accordance with
the conditions set by the Commercial Code and by the
Companies Act of March 23, 1967.
The General Meetings shall be held at the registered office
or at any other place specified in the calling notice.
They shall be chaired by the Chairman of the Board of Directors
or, failing this, by a director appointed for the purpose by the
General Meeting.
Every shareholder has the right, upon proof of his or her
identity, to take part in General Meetings by attending in
person, by returning a postal voting form, or by appointing a
proxy, subject to the following conditions:
■holders of registered shares or voting rights certificates
must be registered by name in the company register;
■holders of bearer shares must deposit, in the places specified
in the calling notice, a certificate issued by an authorized
intermediary to the effect that their shares held on the
accounts will be unavailable until the date of the Meeting.
These formalities shall be completed at least five days before
the Meeting.
Only individuals owning at least ten shares may attend
Ordinary General Meetings. Several shareholders may pool
their shares to meet this minimum requirement and be
represented by one of their number.
In all General Meetings, voting rights attached to shares
which include the right of usufruct shall be exercised by the
usufructuary.
Passing of threshold (Article 6 of the Articles of Association)
Any shareholder, acting alone or in concert, subject to the
thresholds covered by Article -7-1 paragraph 1 of the Com-
mercial Code, who holds directly or indirectly at least 1% of
the company’s share capital or voting rights, or a multiple
of this percentage which shall be less than or equal to 4%,
shall be required to notify the company thereof in a letter
sent by recorded delivery within the period laid down in Article
L.233-7 (formerly Article 356-1 of the Law of July 24, 1966).
The notification required under the previous paragraph for
any passing of the threshold of a multiple of 1% of the capital
or voting rights is also required whenever such a share in
the capital or voting rights drops below the above-mentioned
threshold.
Failure to report any such passing of both legal and statu-
tory thresholds shall result in the withdrawal of voting
rights under the conditions laid down in Article L.233-14 of