Ubisoft Entertainment : 2021 AGM - Key resolutions

UBISOFT

KEY RESOLUTIONS 2021 AGM

June 2021

KEY RESOLUTIONS

Key agenda items for the 2021 AGM:

• Approval of the report on the Officers and Directors compensation
• Approval of the compensation (paid or allocated with regard to or in respect of FY21) to:
• • The corporate officers (board members) and executive corporate officers) (Overall Ex-Post)
  • The executive corporate officers (Chairman & CEO, Executive Vice Presidents) (Individual Ex-Post)
• Approval of the compensation policy applicable to the Chairman & CEO, Executive Vice Presidents & Board members (Ex-Ante)
• Share buyback program and cancellation of treasury shares

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KEY RESOLUTIONS

Key agenda items for the 2021 AGM:

• Employee share ownership:
• • Increases in share capital enabling employees to become shareholders of the Company (N/A : Executive corporate officers)
  • Free share plans: Employees (including ExCom) & executive corporate officers
• Renewal of the terms of offices of:
• • Laurence Hubert Moy, Didier Crespel, Claude Guillemot, Michel Guillemot, Christian Guillemot
• Ratification of the appointment of Belén Essioux-Trujillo
• Ratification of the transfer of registered office

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BOARD MEMBER MANDATE RENEWALS

• In light of the Board evolutions of the past few years, these renewals are important to maintain its continuity and seniority
• Michel, Claude and Christian Guillemot have provided precious value and have helped delivered share price overperformance versus major indexes over the past 10 years and since IPO
• • They all bring a deep knowledge of the Video Game industry (105 years of cumulated experience), production challenges, hardware momentum and management of companies in the tech industry
  • Deep commitment and full alignment with shareholders
• With Laurence Hubert-Moy and Didier Crespel, the Board has accomplished profound transformation, including reaching at minimum 50% independence as well as the full independence of the Audit and Nomination, Compensation & Governance Committees.
• • They had a critical role, notably in setting up the Audit Committee, delivering a revamped compensation scheme that has been fully supported by shareholders and implementing contingency plans that proved very valuable when all employees moved to WFH during the Covid crisis
  • Didier Crespel, as LID, has been in regular and direct relation with shareholders over the past 5 years to provide insight on how the Board operates
• They have all proven their ability to challenge Ubisoft management and to ensure the company continuously adapts and evolves in a fast-changing industry.

▪ 100% attendance rate for all 5 Board members to date in FY21	4

NOT OVERBOARDED

Despite their executive officer roles at Guillemot Corporation SA and Ubisoft, Michel, Claude and Christian Guillemot are not overboarded, including under the AFEP MEDEF code. The number and nature of the different seats held by Michel, Claude and Christian has not increased over the past 20 years. Rather, it has

decreased as they no longer hold a mandate at Gameloft SA since 2016. It is important that Ubisoft

shareholders remember that the Guillemot brothers are co-founders of and investors in both companies and have demonstrated their ability to fully assume their responsibilities. Also, Guillemot Corporation SA has a market cap of c. €200m. As such, we do not consider that this mandate has the potential to threaten the

attendance and involvement of Michel, Claude and Christian Guillemot or that Guillemot Corporation truly

constitutes an "outside" company.

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