Ubisoft 2008 Annual Report Download - page 92

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UBISOFTANNUAL REPORT 2009
• the marketing and management of all data processing and word processing computer programs;
• consulting, support, assistance and training relating to any of the above-mentioned elds;
• the investment by the company in any operation that may relate to its purpose, by the creation of new companies, the subscription
or purchase of shares or corporate rights, by mergers or by other means;
• and in general, any operation related directly or indirectly to the above purpose or similar and related purpose likely to promote
the company's development.
1.3.2.1.2 Distribution of earnings under Article 17 of the Articles of Association
The income from the nancial year after deduction of operating expenses, allowances for depreciation, amortisation and provisions
constitutes the earnings. From earnings from the nancial year after deduction of losses carried forward from previous years
where appropriate, the following items are deducted:
• The sums to be allocated to reserves in accordance with the law and the Articles of Association and, in particular, at least 5%
to make up the legal reserve. This allocation is no longer required when the reserve reaches one tenth of the share capital.
It is once again required when, for any reason, the legal reserve falls below this percentage; and
• any amounts which the Annual General Meeting, on a proposal from the Board of Directors, deems appropriate to allocate to any
extraordinary or special reserves or to carry forward as retained earnings.
The balance shall be distributed to the shareholders. However, except in the event of capital reductions, no distribution may be
made to shareholders where the shareholders’ equity is, or would be if such distribution were to take place, less than the amount
of the capital plus reserves that are non-distributable under the law or the Articles of Association.
In accordance with Article L.232-18 of the French Commercial Code, the Annual General Meeting may grant each shareholder
the option between payment in cash or in shares for all or part of the interim or nal dividend.
1.3.2.1.3 General Meetings (Article 14 of the Articles of Association)
General Meetings shall consist of all the shareholders of Ubisoft Entertainment SA, with the exception of the Company itself.
They represent the totality of shareholders.
They shall be convened and deliberate under the conditions prescribed by the French Commercial Code.
General Meetings shall be held at the registered ofce or at any other place indicated in the meeting notice.
They shall be chaired by the Chairman of the Board of Directors or, in his absence, by a Director appointed for this purpose
by the Meeting.
The right to participate in meetings is subject to fullment of the formalities provided for under applicable regulations.
The Board of Directors may resolve that the votes taking place during the meetings may be cast by remote transmission,
in the manner provided for under applicable regulations.
1.3.2.1.4 Signicant shareholding disclosure requirement (Article 6 of the Articles of Association)
Without prejudice to the thresholds provided for in Article L.233-7 of the French Commercial Code, any shareholder acting alone
or in concert with others who directly or indirectly comes to own at least 4% of the capital or voting rights in the Company or
a multiple of this amount less than or equal to 28% is required to inform the Company in writing – by registered letter with
acknowledgement of receipt sent to the registered ofce within the period prescribed in Article L.233-7 of the French Commercial
Code – of the total number of shares, voting rights and securities ultimately granting entitlement to the capital of the Company
that are held directly or indirectly or in concert.
The disclosure upon crossing any threshold equalling a multiple of 4% of the capital or voting rights provided for in the
above paragraph should also be made when the interest in the capital or voting rights falls below one of the aforementioned
thresholds.
Non-compliance with disclosure of the crossing of the thresholds specied in the Articles of Association shall result in a loss of
entitlement to voting rights in the manner provided for in Article L.233-14 of the French Commercial Code on a request, recorded
in the minutes of the Shareholders' General Meeting, by one or more shareholders together owning at least 5% of the capital or
voting rights in the Company.