Ubisoft 2006 Annual Report Download - page 132

UBISOFT • FINANCIAL REPORT 2007
themselves to pool their shares and, if necessary, to purchase
or sell the number of shares or rights forming the odd lot nee-
ded.
Voting rights double those conferred on other shares, based
on the proportion of the share capital they represent, 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 allotted 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 registration
accounts resulting from succession, inter-family gifts or
liquidation of communal property.
4.2.1.6 Provision delaying
a change in control
None
4.2.1.7 Consent clause
None
4.2.1.8 Provision governing
changes in capital when said
conditions are stricter
than the law
None
4.2.1.9 Amendment of the Articles
of Association
The Articles of Association may be amended based on a
decision by the Extraordinary General Meeting.
4.2.2.3 Share buyback program
4.2.2.3.1 Authorizations
Legal framework
The Ordinary General Meeting of September 25, 2006,
in Resolution Seven, authorized the Board of Directors
to launch a share buyback program pursuant to Article
L 225-209 of the French Commercial Code.
Features of the Share Buyback Program
The Share Buyback Program was adopted for a period of 18
months from the date of the meeting, ie. until March 25
2008. Pursuant to that authorization, the maximum price
was fixed at 35 euros (following the halving of the share
value) and the number of shares available to be acquired
under the Share buyback Program was fixed at 10% of the
capital at the date of the meeting. The various objectives of
the Share Buyback Program are defined as follows, in
conformity with the applicable laws and the market practices
accepted by the French Stock Exchange Commission
(AMF):
- 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.
4.2.2.2 Comparison between the number of outstanding shares
on the start and end dates of the fiscal year
Share capital
4.2.2.1 Subscribed capital
As of March 31, 2007, the share capital was €7,036,577.78 representing 45,397,276 shares. At its meeting on December 5,
2006, the Board of Directors decided, pursuant to powers delegated by the Extraordinary General Meeting of September 25,
2006, first, to make a 2-for-1 split in the nominal value of each share with effect from December 11, 2006, and second,
to delete the reference in the Articles of Association to the nominal value of a share.
4.2.2
As of 04.01.06 19,434,336
Exercised options 445,953
Bond conversions 69
OCEANE conversions 475,998
Subscription conversions 851,141
PEG-PEE/Increase in capital reserves 46,691
Subtotal (before 2-for-1 split in nominal value*) 21,254,188
Subtotal (after 2-for-1 split in nominal value*) 42,508,376
Exercised options 261,224
Exercise of BSAR 2,627,676
As of 03.31.07 45,397,276
* On December 5, 2006, the Board of Directors of Ubisoft decided to make
a 2-for-1 split in the nominal value of a Ubisoft share with effect from
December 11, 2006.