Ubisoft 2014 Annual Report Download - page 64

Management Report
2014
59
CROSSINGS OF LEGAL THRESHOLDS (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 Company’s share capital or voting
rights or a multiple of this percentage that is less than or equal to 28% is required to inform the Company by registered letter
with acknowledgement of receipt sent to the registered office 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 Company’s
share capital, whether said shareholder holds them directly or indirectly or in concert.
The disclosure upon crossing any threshold equaling a multiple of 4% of the share 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 statutory thresholds 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 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.
RIGHTS AND OBLIGATIONS ATTACHED TO SHARES (articles 7 and 8 of the Articles of Association)
Each share shall give rights to ownership of the corporate assets and the liquidating dividend equal to the proportion of the
share capital that it represents.
Whenever it is necessary to own several shares in order to exercise a right of any kind, especially in the event of the exchange,
consolidation or allocation of shares, or following a share capital increase or reduction of whatever form, regardless of the terms
and conditions thereof, or subsequent to a merger or any other transaction, shareholders having fewer than the required number
of shares may only exercise their rights on the condition that they make it their own business to group together and, if
applicable, purchase or sell the required number of shares or fractional shares or rights.
A double voting right, over that granted to other shares having regard to the proportion of the share capital they represent, is
granted to all fully paid-up shares that can be shown to have been registered in the name of the same shareholder for at least
two years.
This right is also granted from issue to registered shares granted free to a shareholder by virtue of existing shares for which the
shareholder already has this right in the case of capital increases via the capitalization of reserves, earnings or issue premiums.
GENERAL MEETINGS (article 14 of the Articles of 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 posfal form or by proxy 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 forms, 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 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 of previous years, 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 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 Meeting may propose the option of payment of the
interim or final dividend in new shares of the Company.