Ubisoft 2003 Annual Report Download - page 100

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 fiscal year after deduction of losses carried
forward from previous years, where appropriate:
●The amounts to be used as reserves in application of the law
or the Articles of Association and, in particular, at least 5%
to constitute the reserve fund required by law. This deduction
ceases to be compulsory when said funds amount to a sum
equal to one-tenth of the issued share capital; it shall be
resumed if, for any reason, the legal reserves shall have
drop-ped below this proportion.
●Any 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 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 a distribution were to take place, less
than the amount of capital plus reserves that by law and
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 or the interim dividends to be distributed in cash or
in the form of shares.
4.1.10 General Meetings
(Article 14 of the Articles of Association)
General Meetings shall comprise all the shareholders with
the exception of the company itself, Ubisoft Entertainment
SA. They shall represent the totality of shareholders.
They shall be called and shall deliberate under the conditions
stipulated by the French Commercial Code.
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 appointing a proxy or by absentee voting, including
via electronic means, subject to the following conditions:
●For the holders of registered shares or voting certificates,
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 completed before a date set by the
Board of Directors in the notice of meeting; said date may
not be more than five (5) days prior to the date of the
General Meeting.
Any shareholder who has requested an admission card, or
has already sent in an absentee vote (via mail or electronic
means), or has granted a proxy after producing a share-
blocking certificate issued by the depositary of the shares
may nonetheless dispose of all or some of the shares
by virtue of which s/he transmitted his/her vote or proxy,
provided that s/he sends the company-authorized intermediary
the items required to cancel his/her vote or proxy, or to
change the number of shares and corresponding votes, no
later than 3:00 p.m. (Paris time) on the day before 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 votes taking place
during the meeting may be shown by remote display under
the conditions set forth in the regulations.
4.1.11 Attainment of threshold
(Article 6 of the Articles of Association)
A resolution submitted to the General Meeting of July 23,
2004 proposes to modify Article 6 of the bylaws as follows:
Old version:
“Any shareholder acting alone or in association with others,
without prejudice to the thresholds defined in Article L. 233-7
of the French Commercial Code, who may come to hold,
directly or indirectly, at least 1% of the share capital or voting
rights in the company, or any multiple thereof up to and
including 4%, is bound to inform the company, by registered
letter with acknowledgment of receipt, within the period
stipulated in Article L. 233-7 of the aforementioned statute.
The notification required under the previous paragraph, i.e.
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
aforementioned threshold.
Failure to report the attainment of these thresholds, as
established by law and in the Articles of Association, shall
result in the withdrawal of voting rights under the conditions
set forth in Article L. 233-14 of the French 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.”
New version:
“Any shareholder acting alone or in association with others,
FINANCIAL REPORT
2004
100