Ubisoft 2005 Annual Report Download - page 128

take it upon themselves to pool their shares and, if neces-
sary, to purchase or sell the number of shares or rights
forming the odd lot needed.
Voting rights double those conferred on other shares,
based on the proportion of the share capital they repre-
sent, shall be attributed to all fully paid-up shares that are
proved to have been registered for at least two years in the
name of the same shareholder.
In the event of an equity issue by the capitalization of
reserves, profits or issue premiums, this right is also
conferred at the time of issue on registered shares allot-
ted free of charge to a shareholder in exchange for old
shares for which this right was enjoyed.
It should be noted that Article L225-124 of the French
Commercial Code stipulates that double voting rights are
automatically revoked for shares which are converted to
bearer shares or for which ownership is transferred, with
the exception of transfer of ownership between registra-
tion accounts resulting from succession, inter-family gifts
or liquidation of communal property.
5.2.1.6 Provision delaying a change
in control
None.
5.2.1.7 Consent clause
None.
5.2.1.8 Provision governing changes
in capital when said conditions are
stricter than the law
None.
5.2.1.9 Amendment of the Articles
of Association
The Articles of Association may be amended based on a
decision by the Extraordinary General Meeting.
5.2.2.3 Share buyback program
5.2.2.3.1Authorizations
The Ordinary General Meeting of July 23, 2004 authorized
the Board of Directors to launch a share buyback program.
The information memorandum drawn up in connection with
this authorization was approved by the AMF on June 24,
2004 under no. 04-631.
This authorization was renewed by the Ordinary General
Meeting of September 21, 2005 in its Resolution Eight for
up to 10% of the capital. The objectives of this program
are as follows:
- The completion of sales or purchases of shares as part of a
liquidity contract made with an investment service provider, in
accordance with a code of professional ethics recognized by
the AMF.
- The delivery of shares in connection with the exercise of rights
attached to securities granting entitlement by any means,
either immediately or subsequently, to the company’s capital.
- The allotment of shares to employees and corporate officers
of the Ubisoft Entertainment group, including as part of (I) a
company gainsharing plan, (II) any employee stock purchase
plan or stock allotment plan under the conditions established
by law, and specifically by Articles L. 443-1 & seq. of the
French Labor Code, or (III) any stock option plan for the
benefit of some or all employees or corporate officers.
- The retention of shares for delivery at a later date in exchange
or as payment for future external growth operations.
- The cancellation of shares.
- The use of any practice that may be recognized by law or by
the AMF.
The authorization is valid for 18 months from September 21, 2005
until March 20, 2007. The maximum authorized unit price is €70.
At its meeting of September 22, the Board of Directors deci-
ded to use the authorization granted by the General Meeting
of September 21, 2005. A summary of the share buyback pro-
gram was published in the Tribune on September 30, 2005.
04.01.05 04.01.05
Number of shares at start of fiscal year 18,044,840 Capital at start of fiscal year (in euros) 5,593,900.40
Exercised share subscription options 410,279
Bond conversion 771,255
Exercise of BSA 207,962
03.31.06 03.31.06
Number of shares at end of fiscal year 19,434,336 Capital at end of fiscal year (in euros) 6,024,644.16
Voting rights at end of fiscal year 21,107,031
5.2.2.2 Comparison between the number of outstanding shares on the
start and end dates of the fiscal year
Share capital
5.2.2.1 Subscribed capital
As of March 31, 2006, the share capital was €6,024,644.16 representing 19,434,336 shares, each with a face value of €0.31.
5.2.2