June 16, 2021

BULLETIN DES ANNONCES LEGALES OBLIGATOIRES

Bulletin no. 72

Disclaimer

This document is a free translation into English of the original French document. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text.

Convening notice / Notice of meeting

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June 16, 2021

BULLETIN DES ANNONCES LEGALES OBLIGATOIRES

Bulletin no. 72

UBISOFT ENTERTAINMENT

  1. joint-stockcompany (French "SA") with a share capital of €9,576,417.39 Registered office: 2, rue du Chêne Heleuc - 56910 CARENTOIR
    335 186 094 RCS VANNES

CONVENING NOTICE

Due of the Covid-19 epidemic, in order to protect shareholders, guests and organizers, and in view of administrative measures limiting or prohibiting collective gatherings for health reasons, the Board of directors of the Company has decided to hold the Combined General Meeting of the company Ubisoft Entertainment SA on Thursday, July 1, 2021 at 4:00 p.m., behind closed doors, without the physical presence of shareholders, their representatives and other persons entitled to attend, in particular in view of the closure of conference and meeting rooms, the obligation to respect physical distancing measures and the number of people usually present at previous Ubisoft meetings.

This decision was made pursuant to Law no. 2020-1379 of November 14, 2020, order no. 2020-321 of March 25, 2020 (extended and amended by order no. 2020-1497 of December 2, 2020) and decree no. 2020-418 of April 10, 2020 (extended and amended by decrees nos. 2020-1614 of December 18, 2020 and 2021-255 of March 9, 2021).

Accordingly, and in this context, no admission card will be issued. Shareholders are invited to cast their vote prior to the General Meeting by using remote voting methods. Shareholders are invited to read carefully the methods of participation detailed at the end of this notice.

In addition, shareholders will not be able to ask oral questions, nor to submit draft amendments or new resolutions during the General Meeting.

However, written questions may be submitted in advance of the General Meeting in accordance with the relevant regulations.

In order to promote shareholder dialogue and in addition to the legal provisions for written questions mentioned above, shareholders will also have the opportunity to ask questions on the day of the General Meeting, from the beginning of the meeting until the start of the questions/answers session, by electronic means via the e-mail address: questionAG@ubisoft.comdedicated to this occasion.

The General Meeting will be live streamed in video format on the Company's website www.ubisoft.com. This broadcast will also be available on replay, for the periods provided for by the applicable regulations.

Shareholders are informed that the two scrutineers appointed from among the ten shareholders owning the highest number of voting rights, of which the Company was aware on the date of the notice of meeting, and who have accepted this function are: the company Guillemot Brothers Ltd and the company mutual fund (FCPE) Ubi Share Ownership.

The shareholders are invited to read carefully the methods of participation at the end of this notice and to consult regularly the Ubisoftwebsite.

The shareholders are informed that the Combined General Meeting of the company Ubisoft Entertainment SA ("Ubisoft") will be held on Thursday, July 1, 2021, at 4:00 p.m. at 2, avenue Pasteur - 94160 Saint-Mandé,behind closed doors.

AGENDA

Ordinary General Meeting:

  1. Approval of the separate financial statements for the financial year ended March 31, 2021
  2. Allocation of earnings for the financial year ended March 31, 2021
  3. Approval of the consolidated financial statements for the financial year ended March 31, 2021
  4. Approval of regulated agreements and commitments
  5. Approval of all components of the compensation paid to the corporate officers listed in I of article L. 22-10-9 of the French commercial code for the financial year ended March 31, 2021
  6. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2021 or allocated in respect of the same financial year to Yves Guillemot, Chairman and Chief Executive Officer
  7. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2021 or allocated in respect of the same financial year to Claude Guillemot, Executive Vice-President
  8. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2021 or allocated in respect of the same financial year to Michel Guillemot, Executive Vice-President
  9. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2021 or allocated in respect of the same financial year to Gérard Guillemot, Executive Vice-President
  10. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2021 or allocated in respect of the same financial year to Christian Guillemot, Executive Vice-President
  11. Approval of the compensation policy applicable to the Chairman and Chief Executive Officer
  12. Approval of the compensation policy applicable to the Executive Vice-Presidents
  13. Approval of the compensation policy applicable to the directors
  14. Ratification of the co-option of Belén Essioux-Trujillo as a director
  15. Renewal of Laurence Hubert-Moy's appointment as director
  16. Renewal of Didier Crespel's appointment as director
  17. Renewal of Claude Guillemot's appointment as director
  18. Renewal of Michel Guillemot's appointment as director
  19. Renewal of Christian Guillemot's appointment as director
  20. Ratification of the transfer of the Company's registered office
  21. Authorization granted to the Board of directors to trade in the Company's shares

Extraordinary General Meeting:

  1. Authorization granted to the Board of directors in order to reduce the share capital by cancellation of the treasury shares held by the Company
  2. Delegation of authority to the Board of directors to increase the capital by issue of ordinary shares and/or compound securities, with cancellationof shareholders' preferential subscription rights, for the benefit of members of company or Group savings plans
  3. Delegation of authority to the Board of directors to increase the capital by the issue of ordinary shares and/or compound securities, with cancellationof shareholders' preferential subscription rights, reserved for employees and/or corporate officers of certain subsidiaries of the Company according to the meaning of article L. 233-16 of the French commercial code, for which the registered office is located outside France, excluding company or Group savings plan

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Bulletin no. 72

  1. Delegation of competence to the Board of directors to increase the capital by the issue of ordinary shares and/or compound securities, with cancellationof shareholders' preferential subscription rights, reserved for categories of beneficiaries under an employee share ownership offering
  2. Authorization to the Board of directors to grant free ordinary shares of the Company to employees, including all or some of the members of the Ubisoft group Executive Committee, with the exception of the Company's executive corporate managing officers, subject of the twenty-seventh resolution
  3. Authorization to the Board of directors to grant free ordinary shares of the Company to the Company's executive corporate managing

officers

Ordinary and Extraordinary General Meeting:

28. Powers for formalities

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The notice of meeting with the text of the draft resolutions was published in the Bulletin des Annonces Légales Obligatoires on May 17, 2021 (Bulletin no. 59).

The methods of participation in the General meeting hereafter incorporate the provisions of the order no. 2020-321of March 25, 2020 (extended and amended by order no. 2020-1497of December 2, 2020) (the "Order") and of the decree no. 2020-418of April 10, 2020 adapting the rules for meetings and decision-makingfor general meetings and management bodies (extended and amended by decrees nos. 2020-1614of December 18, 2020 and 2021-255of March 9, 2021) (the "Decree"), in the framework of the holding of the General Meeting, behind closed doors.

A - Participation in the General Meeting

Prior conditions

Any shareholder or shareholder representative, may, regardless of the number of shares held and the way they are held (registered and/or bearer form), participate in the General Meeting of Ubisoft, by providing a proof of his/her shareholder status in accordance with article R. 22-10-28 of the French commercial code, no later than the second business day preceding the General Meeting, i.e. Tuesday, June 29, 2021 at 00:00 (Paris time) ("D-2"), by registration of his/her shares, in his/her name (or eventually in the name of the intermediary registered on his/her behalf):

  • either in the registered share accounts held for Ubisoft by Caceis Corporate Trust,
  • or in the bearer share accounts held by the banking or financial institution with which his/her shares are registered, duly evidenced by a certificate of participation issued by the latter (the "Certificate of Participation"), where appropriate by electronic means.

Special conditions related to general meetings held behind closed doors

As the General Meeting is held behind closed doors, the shareholders will not be able to personally attend the General Meeting either physically or to be represented by someone else. Accordingly, no admission card to attend physically the General Meeting will be issued.

The shareholders will have the opportunity prior to the General Meeting to vote remotely (directly or by proxy) or to grant power (proxy) to the Chairman of the Meeting, under the conditions and with the requirements of laws and regulations in force.

Methods to exercise voting rights to the General Meeting

The shareholders can choose prior to the General Meeting to vote remotely (directly or by proxy) or to grant power (proxy) to the Chairman of the Meeting by internet using the Votaccess secure voting platform or by post using the paper voting form.

Regardless of how they choose to participate, the shareholders are recommended to cast their vote at the earliest to facilitate its processing and to give preference to the sending of their instructions via internet whenever possible.

Voting procedure for proxies (other than the Chairman of the Meeting)

Appointment or revocation of proxy granted by a shareholder to a third party referred to under article L. 225-106, I. and L. 22-10-39 of the French commercial code (the "Representative") can be completed by one or the other ways of participation stated hereafter (by internet or by post), it being specified that the revocation of the Representative shall intervene under the same conditions and forms as the ones used for his/her appointment.

Pursuant to the provisions of the Decree, any proxy granted to a Representative shall be received by Caceis Corporate Trust, at the latest on Sunday, June 27, 2021 at midnight (Paris time).

Special conditions related to general meetings held behind closed doors

As the Representative cannot attend physically the General Meeting, he/she will only have the opportunity to vote remotely in the name of the shareholder, by sending to ct-mandataires-assemblees@caceis.com, the postal/proxy voting form which can be uploaded on the Company's website, by e-mail.

Warning: this e-mail address is solely reserved to the Representatives, holders of a proxy granted by a shareholder and no remote vote or proxy to the Chairman of the Meeting sent by a shareholder or registered intermediary to this e-mail address will be taken into consideration. Moreover, the Representative will have to give the instructions regarding his/her own voting rights following the usual procedures.

  • Voting remotely by internet
    The Votaccess platform will be accessible from Wednesday, June 16, 2021 at 10:00 a.m. (Paris time) to Wednesday, June 30, 2021 at 3:00 p.m. (Paris time). To avoid any potential overloading of the platform, the shareholders are recommended not to wait until the day before the General Meeting to cast their vote.
    Any registered shareholder (whether registered or bearer) wishing to vote online will access to the Votacces website by logging to: https://www.nomi.olisnet.com.
    The shareholders owners of:
    • pure registered shares shall log in by using their usual username and password;
    • managed registered shares shall log in by using the username mentioned on the postal voting form received by post or on the electronic notice of meeting.

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For the shareholders owners of bearer shares, if their account-keeping institution:

    • has signed up to the Votaccess platform, they will have, after checking by their institution if the access if subject to special conditions of use, to log on the institution's portal using their usual logging details, click on the icon that appears on the line corresponding to their Ubisoft shares and follow the steps on the screen to confirm their instructions,
    • has not signed up to the Votaccess platform, they will have the opportunity to send their voting instructions to their financial intermediary in charge of managing their share accounts, which will forward them to Caceis Corporate Trust - Service Assemblées Générales Centralisées - 14, rue Rouget de Lisle - 92862 Issy-les-Moulineaux CEDEX 9 ("CACEIS").
  • Voting remotely by post
    Any shareholder wishing to vote remotely (directly or by proxy) or to grant power (proxy) to the Chairman of the Meeting can exercise his/her voting rights by post as follows:
    • registered shareholders, if not registered for electronic notices of meetings, will receive automatically from CACEIS a personalized voting form with the notice of meeting brochure.
      The voting form duly completed (considering the closed-door nature of the General Meeting), dated and signed shall be returned in the envelope enclosed with the notice of meeting brochure and must reach CACEIS no later than Monday, June 28, 2021 at midnight (Paris time).
    • bearer shareholders can upload the voting form on www.ubisoft.com- Investors Center - General Meetings - 2021 or request it in writing from CACEIS, with such request to be received no later than Friday, June 25, 2021 at midnight (Paris time).
      The voting form duly completed (considering the closed-door nature of the General Meeting and with the exception of the proxy to a Representative referred to hereinabove), dated and signed shall be sent to their authorized intermediary which must ensure that CACEIS receive it together with the certificate of participation, no later than Monday, June 28, 2021 at midnight (Paris time).

Vote and transfer of shares

In case of sale of all or part of the shares:

  • if the sale occurs before D-2, the remote vote or the proxy, together with the certificate of participation for the bearer shareholders, will be, as appropriate, amended or invalidated consequently in compliance with the notification and information communicated by the financial establishment holding the share account or according to the information mentioned on the registered shareholders' lists;
  • if the sale occurs after D-2, it does not need to be notified nor to be taken into consideration, notwithstanding any agreement to the contrary.

B - Written questions

Special conditions related to general meetings behind closed doors

It will not be possible to ask questions orally or to propose amendments to or new resolutions during the General Meeting.

The shareholder wishing to submit written questions may no later than the second business days prior to the General Meeting, i.e. Tuesday, June 29, 2021, in accordance with the provisions of the Decree, send them to the Company:

  • at the following e-mail address: odj2021@ubisoft.com; or
  • by registered letter with acknowledgement of receipt to Ubisoft Entertainment SA - Secretary of the Board of directors - 2, rue du Chêne Heleuc - CS 70022 - 56910 Carentoir.

The shareholders are encouraged, as far as possible, to send the written questions electronically.

Bearer shareholders shall enclose with their request a certificate of participation issued by the financial intermediary in charge of managing their share accounts.

When several questions have the same content, a single reply may be given. The reply to a written question will be deemed to have been given if it appears on the Ubisoft website.

C - Rights from the shareholders to information

The documents and/or information provided by article R. 22-10-23 of the French commercial code were made available on the Ubisoft website on Thursday, June 10, 2021, i.e. on twenty-one days before the General Meeting. Furthermore, they are available and consultable at the registered office / at the premises of the administrative direction, subject to the restrictions regarding Covid-19.

The shareholders may obtain the documents required by the regulations in force (articles R. 225-81 and R. 225-83 of the French commercial code) which are not available on the Ubisoft website, within the deadlines and under the conditions currently applicable (article R. 225-88 of the French commercial code and article 3 of the Order), by sending their request to the following e-mail address ag2021@ubisoft.com.

The Board of directors

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Disclaimer

Ubisoft Entertainment SA published this content on 16 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 June 2021 13:48:01 UTC.