Ubisoft 2006 Annual Report Download - page 176

UBISOFT • FINANCIAL REPORT 2007
It is stipulated that the aforementioned total does not
include the nominal amount of shares that may be issued
to reflect adjustments made, in accordance with the law
and applicable contractual provisions, to protect the rights
of holders of securities granting entitlement to the com-
pany’s capital.
TWENTY-FOURTH RESOLUTION
(Amendment of Article 6 of the Articles of
Association regarding exceedance of thresholds)
The General Meeting, having met the quorum and majo-
rity conditions required for Extraordinary General
Meetings and having read the Board of Directors’ report,
resolves to amend Article 6 as follows:
Old version
“Any shareholder acting alone or in concert, without pre-
judice 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 of the company, or any multiple thereof up to and
including 28%, is required to inform the company, by
registered letter with acknowledgment of receipt sent to
its headquarters within the period stipulated in Article L.
233-7 of the French Commercial Code, of the total num-
ber of shares, voting rights or securities granting future
entitlement to the company’s capital, whether said share-
holder holds them directly or 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 report the attainment of these statutory thres-
holds will result in the withdrawal of voting rights under
the conditions set out 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 of
the company.”
New version
“Any shareholder acting alone or in concert, without pre-
judice to the thresholds defined in Article L. 233-7 of the
French Commercial Code, who may come to hold, directly
or indirectly, at least 2% of the share capital or voting
rights of the company, or any multiple thereof, is required
to inform the company, by registered letter with acknow-
ledgment of receipt sent to its headquarters within the
period stipulated in Article L. 233-7 of the French
Commercial Code, of the total number of shares, voting
rights or securities granting future entitlement to the
company’s capital, whether said shareholder holds them
directly or indirectly or in concert.
The notification referred to in the preceding paragraph for
exceeding the threshold by a multiple of 2% 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 report the attainment of these statutory thres-
holds will result in the withdrawal of voting rights under
the conditions set out 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 of
the company.”
TWENTY-FIFTH RESOLUTION
(Amendment of Article 14 of the Articles of
Association regarding shareholders’ meetings aimed
at bringing the rules governing participation in share-
holders’ meetings in line with Article R. 225-85 of the
French Commercial Code (formerly 136 of Decree
67-236 of March 23, 1967 introduced by Decree
2006-1566 of December 11, 2006)
The General Meeting, having met the quorum and majo-
rity conditions required for Extraordinary General
Meetings and having read the Board of Directors’ report,
resolves to amend Article 14 of the Articles of
Association.
Consequently, paragraphs 4 to 7 of Article 14 of the
Articles of Association, which currently read as follows:
“All shareholders have the right, upon proof of their iden-
tity, to take part in General Meetings by attending in per-
son, by appointing a proxy or by voting by absentee ballot,
including electronically, subject to the following condi-
tions:
•for holders of registered shares or voting certificates,
the shareholder must be listed in his/her name in the
company’s share ledgers;
•for holders of bearer shares, a certificate issued by an
authorized agent certifying that the listed shares are not
transferable up to the meeting date must be filed at the
place indicated in the meeting notice.
These formalities must be completed prior to the date set
by the Board of Directors in the meeting notice; said date
may not be more than five days prior to the date of the
meeting.
However, any shareholder who has requested an admission
card or has already voted by absentee ballot (by mail or
electronically) or has granted a proxy by presenting a
share-blocking 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 the 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.”
will be replaced by the paragraph that read as follows:
“The right to participate in meetings is contingent upon
compliance with the formalities stipulated in the regula-
tions in force.”
TWENTY-SIXTH RESOLUTION
(Vesting of powers for legal formalities)
The General Meeting, having met the quorum and majo-
rity conditions required for Ordinary General Meetings,
grants the bearer of a copy or excerpt of the minutes of
this meeting full powers to file all documents and complete
all formalities required by law wherever necessary.