Ubisoft 2000 Annual Report Download - page 10

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UBI SOFT / REFERENCE DOCUMENT
9
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 distri-
bution 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 recei-
ving all or part of the dividends to be distributed or the interim divi-
dends in cash or in the form of shares.
3.1.10. 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 SA. 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.
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 thres-
holds covered by Article -7-1 paragraph 1 of the Commercial 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 pas-
sing 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 statutory thres-
holds shall result in the withdrawal of voting rights under the condi-
tions laid down in Article L.233-14 of 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 23, 2000. In accor-
dance 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 April 4, 2001 the compa-
ny had acquired 634,395 of its own shares, representing 3.752% of
the share capital.
Consent clause
The Articles of Association of Ubi Soft Entertainment SA do not
contain any consent clause.