Ubisoft 2002 Annual Report Download - page 90

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2003
90
FINANCIAL
REPORT
4.1.9 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 previous years where appropriate:
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 legal reserve fund. This allocation is no longer
obligatory when said fund reaches an amount equal to
one-tenth of the share capital.It is resumed if for any reason
the legal 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 shareholders' equity 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 L.232-18 of the French Commercial Code, 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.
4.1.10 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 notice of meeting.
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:
for registered shareholders or voting certificate holders,
nominal registration in the corporate records,
for bearer shareholders,the filing,on the premises named in
the notice of meeting,of a certificate issued by an authorized
broker attesting to the unavailability of their book-listed
shares until the date of the meeting.
These formalities must be accomplished at least five days
before the date of the meeting.
In all General Meetings, voting rights attached to shares
which include the right of usufruct shall be exercised by the
usufructuary.
Attainment of threshold
(Article 6 of the Articles of Association)
Any shareholder, acting alone or in concert, without prejudice
to the thresholds covered by Article L233-7 of the French
Commercial Code, who comes to hold 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
registered letter with acknowledgement of receipt within the
period laid down in Article L.233-7.
The notification required under the previous paragraph when
the threshold of a multiple of 1% of the capital or voting rights
is exceeded, is also required whenever such a share in the capital
or voting rights drops below the above-mentioned threshold.
Failure to report the attainment of these thresholds,as estab-
lished by law and in the articles of association, shall result in
the withdrawal of voting rights under the conditions laid
down in Article L.233-14 of the Commercial Code,if so requested
by one or more shareholders who together hold at least 5% of
the capital or voting rights of the company.
General Management Functions
(Article 13 of the Articles of Association)
The General Meeting of Shareholders of October 19, 2001
approved the modification of the articles of association to
take into account the provisions of article L225-51-1 of the
Commercial Code which provide for a choice between two
modalities of exercising general management functions.
Share buy-back program
A share buy-back program was authorized by the Annual
General Meeting of Shareholders of September 12, 2002, with
following objectives,in accordance with Articles L255-209 and
following of the Commercial Code,in order of priority: