Ubisoft 2004 Annual Report Download - page 107

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UBISOFT > 2005 FINANCIAL REPORT
4
GENERAL INFORMATION
lany amounts that 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 is distributed to the shareholders. However,
unless there is a reduction of capital, no distribution may
be made to shareholders where the shareholders' equity is,
or would be if such a distribution were to take place, less
than the amount of capital plus reserves which may not be
distributed under the law or the Articles of Association.
The General Meeting may, in accordance with the
provisions of Article L. 232-18 of the French Commercial
Code, grant each shareholder the option of receiving all
or part of the dividend or the interim dividends to be
distributed in cash or in the form of shares.
General Meetings (Article 14
of the Articles of Association)
General Meetings comprise all the shareholders of Ubisoft
Entertainment SA, with the exception of the company
itself. They represent the totality of shareholders.
They are called and deliberate under the conditions stipulated
by the French Commercial Code.
General Meetings are held at the registeredoffice or at
any other place specified in the notice of meeting.
They are chairedby the Chairman of the Board of
Directors or, in his absence, by a director appointed for
this 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 appointing a proxy or by absentee voting, including
via electronic means, subject to the following conditions:
lholders of registered shares or certificates of voting
rights must be listed in the company's records under
their own name;
lholders of bearer shares must file, at the placeindicated in
the notice of meeting, a certificate issued by an authorized
intermediary showing that their shares listed in the records
are non-transferable up to the meeting date.
These formalities must be completed prior to a date set by the
Board of Directors in the meeting notice; said date may not
be more than five (5) days prior to the date of the meeting.
However, any shareholder who has requested an admission
card or already voted by absentee ballot (via mail or electronic
means) or has granted a proxy after producing a
share-blocking certificate issued by the custodian of the
shares may dispose of all or some of the shares by virtue of
which the vote or proxy was sent, on condition that the
intermediary authorized by the company receives the
information requiredto cancel the shareholder's vote or
proxy or to change the number of shares and corresponding
votes by no later than 3:00 p.m. (Paris time) of the day prior
to the meeting.
The deadline for returning absentee voting ballots and
proxies is set by the Board of Directors and announced in
the notice of meeting published in the “Bulletin des
Annonces Légales Obligatoires”.
The Board of Directors may decide that the vote taking
place during the meeting may be shown by remote display
under the conditions set forth in the regulations.
4.1.10
Holdings outside the
threshold (Article 6 of the
Articles of Association)
Any shareholder acting alone or in concert, without
prejudice to the thresholds defined in Article L. 233-7 of
the French Commercial Code, who comes to hold, directly
or indirectly, at least 4% of the share capital or voting
rights of the company, or a multiple thereof up to and
including 28%, must inform the company, by registered
letter with acknowledgment of receipt sent to its registered
office and within the period stipulated in Article L. 233-7
of the French Commercial Code, of the total number of
shares, voting rights and securities granting future access
to the company's share capital which said shareholder
holds directly, indirectly or in concert.
The notification referred to in the preceding paragraph for
exceeding the threshold by a multiple of 4% of the capital
or voting rights also applies if the share of capital or voting
rights drops below any of the aforementioned thresholds.
Failure to declare the attainment of the statutory
thresholds results in the loss of voting rights under the
conditions set forth in Article L. 233-14 of the French
Commercial Code, at the request, recorded in the minutes
of the General Meeting, of one or more shareholders who
together hold at least 5% of the company's capital or
voting rights.
General Management
functions (Article 13 of the
Articles of Association)
The General Shareholders' Meeting of October 19, 2001
approved the amendment of the Articles of Association to
reflect the provisions of Article L. 225-51-1 of the French
Commercial Code, which provide for a choice between two
methods of exercising General Management functions.
Mr. Yves Guillemot, Chairman of the Board of Directors,
also serves as Chief Executive Officer of Ubisoft
Entertainment SA.
Share buy-back
program
Ashare buy-back program was authorized by the
Ordinary Shareholders' Meeting of July23, 2004, the
objectives of which, in accordance with Articles L 255-209
and seq. of the French Commercial Code, are as follows in
order of priority:
lup to 1 million own shares bought back:
-to stabilize the company's share price by systematically
implementing a policy of “leaning against the wind”;
-to grant stock options to the company's employees and
managers or acquire shares under the conditions
stipulated in Articles 443-1 et seq. of the French Labor
Code and the second paragraph of Article L 225-191 of
the French Commercial Code.
4.1.13
4.1.12
4.1.11