Ubisoft 2013 Annual Report Download - page 61

Management Report
2013
56
GENERAL MEETINGS (ARTICLE 14 OF THE ARTICLES OF 3.2.5
ASSOCIATION)
The shareholders’ 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. The shareholders’ general meetings shall be held at the registered office or at any other place
indicated in the convening 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 shareholders’ general meetings is subject to fulfillment of the formalities
provided for under applicable regulations in force. Shareholders may vote by postal form or by proxy
form subject to the requirements of legal and regulatory provisions.
In accordance with the decision of the Board of directors published in the notice of meeting and/or
convening notice, shareholders may participate in shareholders’ general meetings (by means of video-
conferencing or vote using all means of telecommunication or remote transmission, including internet),
under the conditions prescribed by the applicable regulations in force.
In the event of such a decision by the Board of Directors, shareholders may send their proxy forms or
postal voting form either on paper or by means of telecommunications or remote transmission, in
compliance with the deadlines applicable under laws and regulations. When remote transmission is
used (including electronic means), the electronic signature may take the form of a process that meets
the requirements set out in the first sentence of the second paragraph of Article 1316-4 of the French
Civil Code.
DISTRIBUTION OF EARNINGS (ARTICLE 17 OF THE ARTICLES OF 3.2.6
ASSOCIATION)
The income from the financial year after deduction of operating expenses, allowances for depreciation
and amortization and provisions constitutes the earnings. From earnings of the financial year after
deduction of losses of previous years, if any, the following items are deducted:
- the sums to be allocated to reserves in accordance with the law or 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 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 general meeting may
propose the option of payment of the interim or final dividend in new shares of the Company.