Ubisoft 2009 Annual Report Download - page 46

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1.3.2 Additional information about the Company
1.3.2.1 Incorporated documents and articles of association
1.3.2.1.1 Corporate purpose (Article 3 of the Articles of Association)
Ubisoft Entertainment SA has the following purpose, in France and abroad, both directly and indirectly:
- the creation, development, publishing and distribution of all kinds of multimedia, audiovisual and IT
products, especially videogames, educational and cultural software, cartoons and literary,
cinematographic and television works on any media, current or future;
- the distribution of all kinds of multimedia and audiovisual products, especially through new
communication technologies such as networks and online services;
- the purchase, sale and, in general, all forms of trading, including both import and export, via rental or
otherwise, of any computer and word-processing hardware with its accessories, as well as any hardware
or products for reproducing sound and pictures;
- 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 fields;
- 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
purposes 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 financial year after deduction of operating expenses, allowances for depreciation,
amortization and provisions constitutes the earnings. From earnings from the financial 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 final
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 office 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 fulfillment 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.