Ubisoft 2007 Annual Report Download - page 124

UBISOFT • FINANCIAL REPORT 2008
ferred, excluding any transfer of ownership between regis-
tered accounts as a result of inheritance or family gift or
liquidation of marital property.
4.2.1.6 Provisions delaying changes in control
None
4.2.1.7 Clause requiring formal approval
None
4.2.1.8 Provisions regarding capital changes
where these are stricter than those prescribed
by law
None
4.2.1.9 Amendments to the Articles
of Association
Amendments to the Articles of Association are made by
decision of the Extraordinary General Meeting.
4.2.2.3 Share buyback program
4.2.2.3.1 Authorizations
Legal framework
The Combined Ordinary and Extraordinary General
Shareholders' Meeting of July 4, 2007 deliberating as an
ordinary meeting under its thirteenth Resolution autho-
rized the Board of Directors to implement a share buyback
program (hereinafter the “Buyback Program”) under the
provisions of Article L 225-209 & seq. of the French
Commercial Code and in accordance with the applicable
provisions of European Regulation 2273/2003 of
December 22, 2003 and the General Regulations of the
AMF (French Securities and Exchange Commission).
Terms of the Buyback Program
The Buyback Program was adopted for an 18-month
period as from the date of the meeting, namely until
January 3, 2009. By virtue of this authorization, the maxi-
mum price was set at €70 and the number of shares to be
acquired under the Buyback Program was set at a maxi-
mum of 10% of the capital. In accordance with applicable
regulations and market practices permitted by the AMF,
the various aims of the Buyback Program have been
defined as follows:
to ensure the liquidity and market-making for the Ubisoft
Entertainment SA stock via an investment service
provider acting independently in accordance with the
code of ethics recognized by the AMF;
to hand over shares upon the exercise of rights attached
to securities giving access by any means immediately or
over time to the Company's share capital;
to grant shares to employees and corporate officers of
the Ubisoft Group in any legally authorized manner and in
particular as part of any company profit-sharing plan,
any company savings plan, any bonus share grant plan or
any share purchase option plan for employees and corpo-
rate officers of the Group or some of them;
to retain shares for delivery at a later date in exchange or
as payment for future external growth operations, up to
a limit of 5% of the existing capital;
to cancel shares;
to implement any market practice that may come to be
recognized by law or by the Autorité des Marchés
Financiers.
Pursuant to the provisions of Article 212-13 of the General
Regulations of the AMF, and as referred to in Article 241-
2 of the same regulations, the description of the share
Buyback Program was published online on the websites of
the Company and of the AMF.
4.2.2.3.2 Liquidity agreements
Since January 2, 2006, Exane BNP Paribas has been tasked
by the Company with the implementation of a liquidity
agreement in line with the code of ethics of the AFEI
4.2.2.2 Reconciliation of the number of shares in circulation at the beginning
and end of the fiscal year
Share capital
4.2.2.1 Subscribed capital
The amount of share capital as of March 31, 2008 was €7,164,811.76 divided into 46,224,592 shares.
4.2.2
As of 04.01.07 45,397,276
Option exercises 467,989
Group/Company savings plans/Capital increase
reserved to employees 123,999
Capital increase reserved for former
2008 BSAR holders 235,328
As of 03.31.08 46,224,592