Ubisoft 2007 Annual Report Download - page 123

INFORMATION ABOUT THE COMPANY
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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 growth of the company.
4.2.1.2 Statutory distribution of profits
(Article 17 of the Articles of Association)
The income from the financial year after deduction of
operating expenses, allowances for depreciation, amorti-
zation and provisions constitutes the earnings. From ear-
nings of the financial year after deduction of losses carried
forward from previous year where appropriate, the follo-
wing 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 statutory 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 pro-
posal from the Board of Directors, deems appropriate to allo-
cate to any extraordinary or special reserves or to carry
forward.
The balance shall be distributed to the shareholders.
However, apart from cases of capital reductions, no distri-
bution may be made to shareholders where the sharehol-
ders’ equity is, or would be if such distribution were to take
place, less than the amount of the capital plus reserves
that cannot be distributed in compliance with the law or
under 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
shares for all or part of the interim.
4.2.1.3 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 display, in the
manner provided for under applicable regulations.
4.2.1.4 Provision establishing the threshold above
which any shareholding must be disclosed (Article
6 of the Articles of Association)
Notwithstanding 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 come 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 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 access to the capital of the
Company that are held directly or indirectly or in concert.
The disclosure upon crossing any threshold equaling 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 under one of the aforementioned thre-
sholds.
Non-compliance with disclosure of the crossing of the thre-
sholds specified 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 General Shareholders'
Meeting, by one or more shareholders together owning at least
5% of the capital or voting rights in the Company.
4.2.1.5 Rights 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 follo-
wing a capital increase or reduction of whatever form,
regardless of the terms and conditions thereof or subse-
quent to a merger or any other transaction, shareholders
having fewer than the required number of shares may only
exercise their rights on condition they make it their own
business to group together and, if applicable, purchase or
sell the required number of shares of fractionable 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, ear-
nings or issue premiums.
It should be noted that Article L 225-124 of the French
Commercial Code provides that this double voting right is
automatically revoked for any share that has been con-
verted to bearer form or for which ownership is trans-