June 26, 2024

BULLETIN DES ANNONCES LEGALES OBLIGATOIRES

Bulletin no. 77

*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 26, 2024

BULLETIN DES ANNONCES LEGALES OBLIGATOIRES

Bulletin no. 77

UBISOFT ENTERTAINMENT

A joint-stock company (French "SA") with a share social of €9,877,400.11 Registered office: 2, rue du Chêne Heleuc - 56910 CARENTOIR - FRANCE

335 186 094 RCS VANNES

CONVENING NOTICE

The shareholders of UBISOFT ENTERTAINMENT SA are convened to the Combined General Meeting on Thursday, July 11, 2024, at 2:00 p.m. (Paris time), at the Maison de la RATP - Espace du Centenaire - 189, rue de Bercy - 75012 PARIS - FRANCE, for the purpose of deliberating on the following agenda:

AGENDA

ORDINARY GENERAL MEETING

  1. Approval of the separate financial statements for the financial year ended March 31, 2024
  2. Allocation of earnings for the financial year ended March 31, 2024
  3. Approval of the consolidated financial statements for the financial year ended March 31, 2024
  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, 2024
  6. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2024, or granted 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, 2024, or granted in respect of the same financial year to Claude Guillemot, Deputy Chief Executive Officer
  8. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2024, or granted in respect of the same financial year to Michel Guillemot, Deputy Chief Executive Officer
  9. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2024, or granted in respect of the same financial year to Gérard Guillemot, Deputy Chief Executive Officer
  10. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2024, or granted in respect of the same financial year to Christian Guillemot, Deputy Chief Executive Officer
  11. Approval of the compensation policy applicable to the Chairman and Chief Executive Officer
  12. Approval of the compensation policy applicable to the Deputy Chief Executive Officers
  13. Approval of the compensation policy applicable to the directors
  14. Renewal of Yves Guillemot's appointment as director
  15. Renewal of Claude Guillemot's appointment as director
  16. Renewal of Gérard Guillemot's appointment as director
  17. Renewal of John Parkes' appointment as director representing employee shareholders
  18. Appointment of Mazars SA as auditor in charge of certifying sustainability information
  19. 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 cancelation of the own shares held by the Company
  2. Delegation of authority to the Board of directors to increase the share capital through the capitalization of reserves, profits, premiums or other amounts that would be eligible for capitalization
  3. Delegation of authority to the Board of directors to increase the share capital by issuing shares of the Company and/or securities granting access to the share capital of the Company or one of its subsidiaries and/or entitling holders to the grant of debt securities, with maintenance of preferential subscription rights

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  1. Delegation of authority to the Board of directors to increase the share capital by issuing shares of the Company and/or securities granting access to the share capital of the Company or one of its subsidiaries and/or entitling holders to the grant of debt securities, with waiver of preferential subscription rights through a public offering, excluding the offerings referred to in 1° of article L. 411-2 of the French monetary and financial code
  2. Delegation of authority to the Board of directors to increase the share capital by issuing shares of the Company and/or securities granting access to the share capital of the Company or one of its subsidiaries and/or entitling holders to the grant of debt securities, with waiver of preferential subscription rights by public offering referred to in 1° of article L. 411-2 of the French monetary and financial code (formerly "private placement")
  3. Delegation of powers to the Board of directors to issue shares and/or securities granting access to the share capital, in order to remunerate contributions in kind granted to the Company, with waiver of preferential subscription rights for shareholders
  4. Delegation of authority to the Board of directors to increase the share capital by issuing ordinary shares and/or compound securities, with cancelation of the shareholders' preferential subscription rights, for the benefit of members of company or Group savings schemes
  5. Delegation of authority to the Board of directors to increase the share capital by issuing ordinary shares and/or compound securities, with cancelation of the shareholders' preferential subscription rights, reserved for employees and/or corporate officers of certain subsidiaries of the Company within 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 schemes
  6. Delegation of authority to the Board of directors to increase the share capital by issuing ordinary shares and/or compound securities, with cancelation of the shareholders' preferential subscription rights, reserved for categories of beneficiaries under an employee share ownership offering
  7. Overall ceiling for the capital increases

ORDINARY AND EXTRAORDINARY GENERAL MEETING

30. Powers for formalities

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The Company has taken all possible measures to make it simple to vote by post or online. The Company's shareholders will be able to vote prior to the General Meeting by voting online (on the secure VOTACCESS platform or voting by post with the paper voting form) or appointing a proxy, in accordance with the conditions set out in this notice.

1. Prerequisites to participate in the General Meeting

Any shareholder, regardless of the number of shares held and the way they are held (registered or bearer form), may participate in the Meeting.

In compliance with article R. 22-10-28 of the French commercial code, this right is subject to the registration of the shares, no later than the 2nd business day preceding the Meeting, i.e. Tuesday, July 9, 2024 at 00:00 (Paris time) ("D-2"), evidenced for the:

  • registered shares (held in direct or administered account): by the registration of the shares in their name in the share accounts held for the Company by UPTEVIA,
  • bearer shares: by the registration of the shares in the bearer share accounts held by the banking or financial institution with which the shares are registered, duly evidenced by a certificate of participation issued by this latter, where appropriate by electronic means, attached to the postal and proxy voting form (the "Single Form").

The Single Form is, with respect to:

  • registered shares (held in direct or administered account): sent automatically with the notice of meeting brochure, without the need for the shareholders to request it;

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  • bearer shares: available on the Company's website (www.ubisoft.com- Investors Center - General Meetings - 2024) or may be obtained from UPTEVIA - Service Assemblées Générales Centralisées - 90-110, esplanade du Général de Gaulle - 92931 PARIS LA DÉFENSE CEDEX ("UPTEVIA"). The request must be made by simple letter at the latest 6 days preceding the Meeting, i.e. Friday, July 5, 2024 before midnight.

The Single Form is available on the Company's website since Thursday, June 20, 2024, i.e. 21 days before the General Meeting.

2. Methods for participating in the General Meeting

The shareholders may choose one of the following three methods of participation:

  • attend the Meeting in person;
  • vote remotely (postal voting form or e-voting, as the case maybe);
  • be represented by granting a proxy to the Chairman of the Meeting, to his/her spouse or partner to whom he/she is bound by a Civil Solidarity Pact, to another shareholder, or to any individual or legal entity of his/her choice under the conditions provided for by articles L. 225-106 and L. 22-10-39 of the French commercial code or, even, without specifying any representative - it being stated that in the case of a proxy granted without mention of a representative, the Chairman of the Meeting will vote in favor of draft resolutions presented or adopted by the Board of directors and against all other draft resolutions.

Regardless of how they choose to participate, the shareholders are recommended to cast their vote at the earliest to facilitate its processing.

The shareholders have two manners to choose the method for participating in the Meeting:

  • either by using the online voting platform VOTACCESS (recommended);
  • or by using the Single Form.

Pursuant to article R. 22-10-28 of the French commercial code, a shareholder who has already cast a vote or sent a proxy or requested an admission card, may at any time sell all or some part of his/her shares. Nevertheless, if the sale occurs before D-2, UPTEVIA will void or amend, as applicable, the vote cast or the proxy granted or the admission card requested, up to the number of shares transferred. No sale or any other transaction completed after D-2, whatever the means used, may be notified by the authorized intermediary and/or taken in consideration by UPTEVIA, notwithstanding any agreement to the contrary.

2.1. Instructions submitted online via the VOTACCESS platform (recommended)

For this Meeting, the VOTACCESS platform will be accessible from Wednesday, June 26, 2024 at 10:00 a.m. (Paris time) to Wednesday, July 10, 2024 at 3:00 p.m. (Paris time).

To avoid any potential overloading of the VOTACCESS platform, shareholders are advised not to wait until the day preceding the Meeting to transmit their instructions.

To access VOTACCESS and vote remotely, grant a proxy, revoke a proxy appointed formerly or request an admission card, the shareholder must follow the procedures described below:

  • Registered shares (held in direct or administered account): To access VOTACCESS,
    the shareholders will have to connect to the website: https://www.investor.uptevia.com
    • Registered shares (held in direct): The shareholders will have to connect with the login ID and password they usually use to consult their account. The login ID is mentioned on the Single Form sent with the notice of meeting brochure;
    • Registered shares (administered account): The shareholders will have to connect with the login ID mentioned on the Single Form sent with the notice of meeting brochure. Once connected, they will have to follow the on-screen instructions in order to access VOTACCESS.

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  • Bearer shares: The shareholders will have to check with their account-keeping institution if this latter signed up or not to VOTACCESS, and, as the case maybe, if it is subject to specific conditions of use:
    • if the shareholder's account-keeping institution has signed up to the VOTACCESS platform, the shareholder will have to log on to this institution's portal using his/her usual login ID and follow the on-screen instructions in order to access VOTACCESS to vote remotely, grant a proxy, revoke a proxy appointed formerly or request an admission card;
    • if the shareholder's account-keeping institution has not signed up to the VOTACCESS platform, the shareholder shall send his/her instructions to the financial intermediary in charge of the management of his/her share account, who will forward them to UPTEVIA. It is specified that the appointment or revocation of a proxy can however be made by electronic means in accordance with the methods described below.

2.2. Instructions submitted by using the Single Form

To be taken into account and regardless of the form in which the shares are held (registered or bearer), the Single Form completed, dated and signed and, if required, with the certificate of participation attached, shall be sent to UPTEVIA no later than 4 days preceding the Meeting, i.e. Sunday, July 7, 2024.

The Single Form shall under no circumstances be sent directly to the Company.

To attend the General Meeting in person, the shareholders shall beforehand request an admission card:

  • for registered shareholders: by completing the Single Form, sent with the notice of meeting brochure, and specifying that he/she wishes to participate in the Meeting and to obtain an admission card, and then returning it dated and signed with the envelope attached to the brochure to UPTEVIA;
  • for bearer shareholders: by asking the financial intermediary in charge of the management of his/her share account, an admission card. Requests for admission cards by post must be received by UPTEVIA, no later than 4 days before the Meeting, i.e. Sunday, July 7, 2024.

The shareholders who have not received their admission card may also go directly to the signing-desk reception specifically provided for this purpose, on the day of the Meeting:

    • for the registered shareholders: with a proof of identity;
    • for the bearer shareholders: with their certificate of participation allowing them to prove their shareholder status on D-2 and proof of identity.
  • To vote on resolutions, appoint the Chairman of the Meeting or a third party to represent them, the shareholders shall return the Single Form completed, dated and signed in the manner indicated above no later than Sunday, July 7, 2024:
    • for registered shareholders: to UPTEVIA with the envelope attached to the brochure;
    • for bearer shareholders: to the financial intermediary in charge of the management of his/her share account, who will forward it to UPTEVIA together with the certificate of participation.

3. Handling of proxies

In the event a shareholder wishes to grant a proxy to his/her spouse or partner to whom he/she is bound by a Civil Solidarity Pact, to another shareholder, or to any individual or legal entity of his/her choice, instructions relating to such appointment or revocation must reach UPTEVIA:

  • via VOTACCESS as previously described;
  • by sending an email to the following address: ct-mandataires-assemblees@uptevia.com,no later than Wednesday, July 10, 2024 before 3:00 p.m. (Paris time).

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This email must include a scanned copy of the duly completed, dated and signed Single Form as an attachment. Shareholders owning bearer shares must also enclose the certificate of participation issued by their authorized intermediary;

  • by sending the Single Form by post, no later than Sunday, July 7, 2024.

    1. The Single Form shall specify the first, last names and address of the principal and the first, last names and address of the authorized or revoked proxy. Bearer shareholders shall as well
    2. mention their bank details and (ii) require their financial intermediary to send a written confirmation (by post) to UPTEVIA.

For any proxy without indication of a representative, the Chairman of the Meeting will vote in favor of the adoption of the draft resolutions presented or agreed by the Board of directors and against the adoption of all other draft resolutions.

Any person appearing on the day of the Meeting at the sign-in desk with a proxy established by a shareholder, who did not expressly request this beforehand, will be refused access to attend the General Meeting.

  1. Change in the participation method
    Any shareholder who has already cast a vote, given a proxy, requested an admission card or a certificate of participation may no longer choose another method for taking part in the Meeting.
  2. Written questions
    The shareholders have the possibility to submit written questions to the Company in compliance with articles L. 225-108 and R. 225-84 of the French commercial code. These questions must be sent to the Company's registered office for the attention of the Secretary of the Board of directors, either by letter with acknowledgment of receipt or by email to the following address: odj2024@ubisoft.com, no later than the 4th day before the Meeting, i.e. Friday, July 5, 2024. For the bearer shareholders, a certificate of participation must be attached thereto.
  3. Documents and information made available to shareholders
    Documents and information that must be made available to shareholders pursuant to article R. 22- 10-23 of the French commercial code were published on the Company's website
    (www.ubisoft.com) on Thursday, June 20, 2024, i.e. 21 days before the General Meeting. They are also available at the Company's registered office or on request sent to UPTEVIA.
    Shareholders may also request documents that are not available on the Company's website by sending an e-mail to the following address: ag2024@ubisoft.com.

The Board of directors

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Ubisoft Entertainment SA published this content on 26 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 June 2024 07:45:37 UTC.