Ubisoft 2002 Annual Report Download - page 91

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2003
91
FINANCIAL
REPORT
General Information
stabilization of the market price for the Company's stock by
systematic intervention against the dominant market trend
for that stock;
purchase and sale of shares to reflect the changing market
situation;
delivery of shares on exercise of rights attaching to securities
conferring on the holder the right to the allocation of
the company's shares, by repayment, conversion, exchange,
presentation of a warrant or any other manner;
delivery of shares as payment or exchange of value in
connection with operations for growth by acquisition;
allocation to employees or officers of the Company and
affiliated entities, enabling them to benefit from the
Company's growth, of an option plan for the purchase or
subscription of shares, or a corporate savings plan;
in order to free up intercompany holdings;
cancellation of shares.
Within the framework of this share buy-back program, the
company has acquired as of April 20, 2003,1,169,733 of its own
shares representing 6.67% of share capital.
Consent clause
The Articles of Association of Ubi Soft Entertainment S.A.
do not contain any consent clause.
4.2.1 Registered capital
As of March 31, 2003, registered capital amounted to
5,437,425.42 representing a total of 17,540,082 shares, each
with a par value of 0.31.
4.2.2 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
exchange, consolidation or allocation of shares, or following
an increase or reduction in share capital,whatever the procedures
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 of a capital increase via the capitalization of
reserves,profits or issue premiums,this right is also conferred,
upon issue, on registered shares awarded free of charge to
shareholders on the basis of old shares by virtue of which they
enjoy this right.
4.2.3 Authorized unissued capital
The General Meeting of September 12, 2002, authorized
the Board of Directors (with the option of sub-delegating
to its chairman), to increase the share capital – with the
maintenance or abolition of preferential subscription 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 of par value, with an
additional ceiling of 300 million for debt securities.
As a result of the issuance of warrants on May 14,2003,for the
purchase of existing shares and/or for the subscription of new
shares, the amount of the authorization available to date is
7,637,025.22 of par value.
4.2
General information concerning capital