Ubisoft 2006 Annual Report Download - page 131

INFORMATION ON THE COMPANY
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- the company’s participation in any operations that may be
related to its corporate purpose through the creation of
new companies, the subscription or purchase of shares or
ownership interests, mergers or other means ;
- and, in general, operations of any kind related directly or
indirectly to the above corporate purpose or any similar or
related purpose likely to promote the company’s growth.
4.2.1.2 Statutory distribution
of profits (Article 17
of the Articles of Association)
The proceeds from the fiscal year, minus operating expenses,
depreciation and provisions, constitute the income. The
following sums are deducted from the fiscal year income,
minus any losses carried forward from previous years, where
applicable:
- the sums added to reserves as required by law or by the
Articles of Association and, in particular, at least 5% to form
the legal reserve fund. This deduction ceases to be compul-
sory when said fund reaches an amount equal to 1/10th of the
share capital. If, for any reason, the legal reserve falls below
this percentage, the deduction is again made,
- any sums that the General Meeting, on the recommenda-
tion of the Board of Directors, deems necessary to allocate
to any extraordinary or special reserve or to carry forward.
The balance is distributed to shareholders. However, except
in case of a reduction in capital, no distribution may be made
to shareholders if, following this distribution, the equity is or
would be less than the amount of capital plus reserves which,
by law or according to 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
dividend distributed or the interim dividends in cash or in
shares.
4.2.1.3 General Meetings (Article 14
of the Articles of Association)
General Meetings comprise all the shareholders of Ubisoft
Entertainment SA, with the exception of the company itself.
They represent the totality of shareholders.
They are called and deliberate under the conditions stipulated
by the French Commercial Code.
General Meetings are held at the registered office or at any
other place specified in the notice of meeting.
They are chaired by the Chairman of the Board of Directors
or, in his absence, by a director appointed for this purpose by
the General Meeting.
All shareholders have the right, upon proof of identity, to
take part in General Meetings by attending in person, by
appointing a proxy or by absentee voting, including by elec-
tronic means, subject to the following conditions:
- holders of registered shares or voting certificates must be
listed in the company’s share register under their own name,
- for holders of bearer shares, a certificate issued by an
authorized agent certifying that said listed shares are not
transferable up to the meeting date must be filed at the place
indicated in the notice of meeting.
These formalities must be completed prior to a date set by the
Board of Directors in the meeting notice, which may not be
more than five (5) days prior to the meeting date.
However, any shareholder who has requested an admission
card or already voted by absentee ballot (by mail or elec-
tronically) or has granted a proxy by presenting a share-
holding certificate issued by the custodian of the shares
may dispose of any or all of the shares for which the vote
or proxy was sent, provided that the shareholder sends to
the agent authorized by the company, by no later than
3:00 p.m. (Paris time) of the day before the meeting, the
information needed to cancel his vote or proxy or to
change the number of shares and corresponding votes.
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 of Mandatory
Legal Notices.
The Board of Directors may decide that the vote taking
place during the meeting may be cast remotely under the
conditions set out in the applicable regulations.
4.2.1.4 Provision establishing the
threshold over which
shareholdings must be disclosed
(Article 6 of the Articles of
Association)
Any shareholder acting alone or in concert, without prejudice
to the thresholds defined in Article L. 233-7 of the French
Commercial Code, who comes to hold, directly or indirectly,
at least 4% of the company’s capital or voting rights, or a
multiple thereof up to and including 28%, must inform the
company, by registered letter with acknowledgment of
receipt sent to its registered office and within the period
stipulated in Article L. 233-7 of the French Commercial Code,
of the total number of shares, voting rights and securities
granting future access to the company’s capital that said
shareholder holds directly, indirectly or in concert.
The notification referred to in the preceding paragraph for
exceeding the threshold by a multiple of 4% of the capital or
voting rights also applies if the share of capital or voting
rights falls below any of the aforementioned thresholds.
Failure to declare the attainment of the statutory thresholds
shall result in the loss 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 company’s capital or voting rights.
4.2.1.5 Rights attached to shares
(Articles 7 and 8 of the Articles of
Association)
Each share shall give a right to ownership of the corporate
assets and the liquidating dividend equal to the proportion of
the share capital that it represents.
Whenever it is necessary to own several shares in order to
exercise a right of any kind, such as in the case of a share-for-
share exchange or a consolidation or allotment of shares,
or following an equity issue or reduction in capital, regardless
of the terms and conditions thereof, a merger or any other
operation, the owners of fewer shares than the number
required may exercise their rights only if they take it upon