Ubisoft 2012 Annual Report Download - page 51

Management Report
2012
46
3.2.5 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. Shareholders may vote by correspondence or by proxy subject to the
requirements of legal and regulatory provisions.
Shareholders may participate in meetings (via video conference or vote by any means of
telecommunication or remote transmission, including internet), under the conditions prescribed by the
applicable regulations, provided that a decision to this effect by the Board of Directors has been
published in the convening notice and/or the meeting notice.
Where a decision to this effect is reached by the Board of Directors, shareholders may send their
arrangements for a proxy or vote by correspondence, whether in paper form or via
telecommunications or remote transmission, in line with the time frames set out by the applicable laws
and regulations. If remote transmission (including electronic means) is the selected arrangement, the
electronic signature may take the form of a process meeting the requirements defined in the first
sentence of the second paragraph of Article 1316-4 of the Civil Code.
3.2.6 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
and amortization and provisions constitutes the earnings. From earnings for the financial year after
deduction of losses, if any, 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 Shareholders’ 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 Shareholders’ Meeting may
grant each shareholder the option between payment in cash or in shares for all or part of the interim or
final dividend.