Ubisoft 2003 Annual Report Download - page 101

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FINANCIAL REPORT
2004 101
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 4% of the share capital or voting
rights in the company, or any multiple thereof up to and
including 28%, is bound to inform the company, by
registered letter with acknowledgment of receipt delivered
to its registered office within the period stipulated in Article
L. 233-7 of the French Commercial Code, of the total
quantity of shares, voting rights or securities granting access
on maturity to the share capital of the company, held directly
or indirectly by that individual shareholder or those
shareholders acting together.
The notification required under the previous paragraph, i.e.
when the threshold of a multiple of 4% 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 statutory
thresholds shall result in the withdrawal of voting rights
under the conditions set forth in Article L. 233-14 of the
French Commercial Code, at the request, recorded in the
minutes of the General Meeting, of one or more shareholders
who together hold at least 5% of the capital or voting rights
in the company.”
4.1.12 General management functions
(Article 13 of the Articles of Association)
The General Shareholders’ Meeting of October 19, 2001
approved the modification of the Articles of Association to
reflect the provisions of Article L. 225-51-1 of the French
Commercial Code, which provide for a choice between two
methods of exercising general management functions.
Mr. Yves Guillemot, Chairman of the Board of Directors,
serves as Chief Executive Officer of Ubisoft Entertainment SA.
4.1.13 Share buy-back program
A share buy-back program was authorized by the Annual
General Shareholders’ Meeting held on September 12, 2003,
with the following objectives, in accordance with Articles
L255-209 and following of the French Commercial Code, in
order of priority:
●To stabilize the company's stock price by systematic
counterbalancing actions.
●To remit shares in exchange or in payment as part of any
financial transactions.
●To purchase and sell shares in accordance with changing
market conditions.
●To deliver shares upon the exercise of rights attaching to
securities that confer such rights on the holder, by means
of repayment, conversion, exchange, presentation of a
warrant or any other means.
●To deliver shares in payment or exchange as part of external
expansion transactions.
●To award purchase options to the company’s employees and
officers and to acquire shares under the conditions set forth
in Articles 443-1 and following of France's Labor Code.
●To cancel shares.
The company committed itself to selling directly-held shares
in excess of 1% of its share capital before September 30,
2003.
1,129,484 shares were sold during the fiscal year for the
total amount of ¤21,167,464.80, at an average sale price of
¤18.74 per share.
As of March 31, 2004, the company held 34,749 of its own
shares, representing 0.198% of its share capital.
4.1.14 Consent clause
The Articles of Association of Ubisoft Entertainment SA do
not contain a consent clause.
04
General information