Ubisoft 2004 Annual Report Download - page 108

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106
UBISOFT > 2005 FINANCIAL REPORT
lmore than 1 million own shares bought back:
-to surrender shares as a means of exchange or payment in
connection with financial or external growth operations
through a takeover bid or other means;
-to surrender shares upon the exercise of rights attached
to securities that confer the right, either by redemption,
conversion, exchange, presentation of a warrant or any
other means, to allot shares of the company;
-to cancel shares by a reduction of capital;
-to purchase and sell shares based on market conditions;
-to allow the company to conduct stock market or off-
market transactions involving its shares for any other
purpose that is or may become authorized by law or
regulation.
As of March 31, 2005, the company held 2,973 of its own
shares representing 0.016% of its share capital.
Consent clause
Ubisoft Entertainment SA's Articles of Association do not
contain a consent clause.
4.1.14
Share capital
As of March 31, 2005, share capital amountedto
€5,593,900.40, representing a total of 18,044,840 shares, each
with a par value of €0.31.
Rights attached to
shares (Articles 7 and 8 of the
Articles of Association)
Each share gives a right to ownership of the corporate assets
and liquidating dividend in proportion to the percentage of
capital it represents.
Whenever it is necessary to own several shares in order to
exercise a right of any kind, such as in case of an exchange,
consolidation or allotment of shares, or following an
increaseor reduction of capital, regardless of the terms
and conditions thereof, a merger or any other operation,
the holders of fewer shares than the number requiredmay
exercise their rights only if they take it upon themselves to
pool their shares and, if necessary, to purchase or sell the
number of shares or rights forming the odd lot needed.
Voting rights double thosegrantedto other shares, based
on the proportion of the share capital they represent, are
4.2.2
4.2.1 attributed to all fully paid-up shares that are shown to
have been registered for at least two years in the name of
the same shareholder.
This right is alsograntedat the time of issue in case of an
equity issue by capitalization of reserves, earnings or issue
premiums to registeredshares allottedfree of charge to a
shareholder on the basis of old shares for which this right
was enjoyed.
It should be notedthat Article L. 225-124 of the French
Commercial Code stipulates that double voting rights are
automaticallyrevoked for shares which are converted to
bearer shares or for which ownership is transferred, with
the exception of transfer of ownership between registration
accounts resulting from succession, inter-family gifts or
liquidation of communal property.
Authorized unissued
capital
The General Meeting of July23, 2004 authorizedthe
Board of Directors (with the authority to sub-delegate to
its Chairman) to increase the share capital (with or without
pre-emptive rights) by issuing shares and securities, for a
duration of 26 months, giving access to the share capital
immediately or at a future date, subject to a limit of €8 million
in par value, with an additional ceiling of €300 million for
debt securities.
4.2.3
General information on the capital
4.2