Ubisoft 2001 Annual Report Download - page 102

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102
the Commercial Code (formerly Article 356-4 of the Law of
July 24, 1966) if requested by one or more shareholders
who together hold at least 5% of the capital or voting rights
of the company.
Buyback program
A share buyback program was authorized by the combined
Ordinary and Extraordinary General Meeting of September
29, 2001. In accordance with Articles L 225-209 et seq.
of the Commercial Code the objectives of this program are,
in order of priority, to:
■stabilize the company's stock price;
■hold and dispose of the shares purchased;
■deliver shares in payment or exchange for the purposes of
external growth;
■grant stock options to the employees and/or officers of
the company and/or its Group.
As part of this share buyback program, by August 1st, 2002
the company had acquired 858,141 of its own shares,
representing 4.941% of the share capital.
Consent clause
The Articles of Association of Ubi Soft Entertainment S.A.
do not contain any consent clause.
6.2.1 Share capital
As of March 31, 2002 the total share capital was 5,384,306.92
representing a total of 17,368,732 shares of the same category,
each with a face value of 0.31.
6.2.2 Conditions for amending
the capital and the respective
rights of the various categories
of shares (Articles 7 and 8
of the Articles of Association)
Each share shall give rights to ownership of a share of the
corporate assets and any liquidating dividends equal to the
proportion of the share capital which 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
exchanging, consolidation or allocation of shares, or following
an increase or reduction in share capital, whatever the proce-
dures adopted, or a merger or any other transaction, holders
of shares which are fewer in number than that required may
only exercise their rights on condition that they arrange for
themselves to be part of a group, or for the purchase or
sale of the number of shares or rights which constitute the
necessary odd lots.
Voting rights which are double those conferred on other
shares based on the proportion of the corporate assets
which they represent shall be attributed to all fully paid-up
shares which are proved to have been registered for at least
two years in the name of the same shareholder.
In the event that the company assets are increased by the
incorporation of reserves, profits or issue premiums, this
right is also conferred, upon issue, on registered shares
awarded free of charge to a shareholder on the basis of old
shares by virtue of which he/she enjoys this right.
6.2 General information on the capital