Ubisoft Entertainment : Notice of meeting

May 17th, 2021

BULLETIN DES ANNONCES LEGALES OBLIGATOIRES

Bulletin n°59

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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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

NOTICE OF MEETING

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, it will not be possible for shareholders to ask questions in the usual sense of the term, nor can they 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 applicable regulations related thereto.

The General Meeting will be live streamed and available on replay, for the periods provided for in the applicable regulations, on the page of Ubisoft website in the section dedicated to the general meetings: www.ubisoft.com

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 (the "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
4. 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
5. 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
6. 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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DRAFT RESOLUTIONS

Ordinary General Meeting

First resolution

(Approval of the separate financial statements for the financial year ended March 31, 2021)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report and the Statutory Auditors' report on the separate financial statements, approves the separate financial statements for the financial year ended March 31, 2021 as presented to them, which show a loss of €14,469,543.70 together with the operations reflected in these financial statements or summarized in these reports.

Second resolution

(Allocation of earnings for the financial year ended March 31, 2021)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report, resolves to allocate the loss for the financial year ended March 31, 2021, as follows:

Loss	€(14,469,543.70)
Allocation to the retained earnings account	€(14,469,543.70)
Prior retained earnings	€(301,146,523.30)
Balance of the retained earnings account after allocation	€(315,616,067.00)

The General Meeting, moreover, notes that no payment has been made of dividends or of revenue granting entitlement to the 40% reduction referred to in article 158-3 (2) of the French general tax code (or of any revenue not granting entitlement to such reduction) over the course of the previous three financial years.

Third resolution

(Approval of the consolidated financial statements for the financial year ended March 31, 2021)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report on Group management and the Statutory auditors' report on the consolidated financial statements, approves the consolidated financial statements for the financial year ended March 31, 2021 as presented to them, which show a profit of €103,061,465, together with the operations reflected in these financial statements or summarized in these reports.

Fourth resolution

(Approval of regulated agreements and commitments)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Statutory auditors' special report on those agreements and commitments governed by articles L. 225-38et seq. of the French commercial code, approves said report and acknowledges that no new agreement and/or commitment has been authorized and/or executed or has been continued in relation to the past financial year.

Fifth resolution

(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)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, approves, in application of the provisions of article L. 22-10-34, I of the French commercial code, the information listed in I of article L. 22-10-9 of the French commercial code, as presented in the Company's corporate governance report referred to in article L. 225-37 of the same code and presented in the Company's Universal Registration Document (Chapter 4, Section 4.2.2.1).

Sixth resolution

(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)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, approves, in application of the provisions of article L. 22-10-34, II of the French commercial code, the fixed, variable and exceptional components making up the total compensation and benefits of any kind whatsoever paid during the financial year ended March 31, 2021 or awarded in relation to the same financial year to Yves Guillemot, due to his duties of Chairman and Chief Executive Officer, as presented in the corporate governance report defined in article L. 225-37 of the same code, presented in the Company's Universal Registration Document (Chapter 4, Section 4.2.2.2).

Seventh resolution

(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)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, approves, in application of the provisions of article L. 22-10-34, II of the French commercial code, the fixed, variable and exceptional components making up the total compensation and benefits of any kind whatsoever paid during the financial year ended March 31, 2021 or awarded in relation to the same financial year to Claude Guillemot, due to his duties of Executive Vice-President, as presented in the corporate governance report defined in article L. 225-37 of the same code, presented in the Company's Universal Registration Document (Chapter 4, Section 4.2.2.2).

Eighth resolution

(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)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, approves, in application of the provisions of article L. 22-10-34, II of the French commercial code, the fixed, variable and exceptional components making up the total compensation and benefits of any kind whatsoever paid during the financial year ended March 31, 2021 or awarded in relation to the same financial year to Michel Guillemot, due to his duties of Executive Vice-President, as presented in the corporate governance report defined in article L. 225-37 of the same code, presented in the Company's Universal Registration Document (Chapter 4, Section 4.2.2.2).

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Ninth resolution

(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)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, approves, in application of the provisions of article L. 22-10-34, II of the French commercial code, the fixed, variable and exceptional components making up the total compensation and benefits of any kind whatsoever paid during the financial year ended March 31, 2021 or awarded in relation to the same financial year to Gérard Guillemot, due to his duties of Executive Vice-President, as presented in the corporate governance report defined in article L. 225-37 of the same code, presented in the Company's Universal Registration Document (Chapter 4, Section 4.2.2.2).

Tenth resolution

(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)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, approves, in application of the provisions of article L. 22-10-34, II of the French commercial code, the fixed, variable and exceptional components making up the total compensation and benefits of any kind whatsoever paid during the financial year ended March 31, 2021 or awarded in relation to the same financial year to Christian Guillemot, due to his duties of Executive Vice-President, as presented in the corporate governance report defined in article L. 225-37 of the same code, presented in the Company's Universal Registration Document (Chapter 4, Section 4.2.2.2).

Eleventh resolution

(Approval of the compensation policy applicable to the Chairman and Chief Executive Officer)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, approves, in application of the provisions of article L. 22-10-8, II of the French commercial code, the compensation policy applicable to the Chairman and Chief Executive Officer, as presented in the corporate governance report referred to in article L. 225-37 of the French commercial code and presented in the Company's Universal Registration Document (Chapter 4, Section 4.2.1).

Twelfth resolution

(Approval of the compensation policy applicable to the Executive Vice-Presidents)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, approves, in application of the provisions of article L. 22-10-8, II of the French commercial code, the compensation policy applicable to the Executive Vice-Presidents, as presented in the corporate governance report referred to in article L. 225-37 of the French commercial code and presented in the Company's Universal Registration Document (Chapter 4, Section 4.2.1).

Thirteenth resolution

(Approval of the compensation policy applicable to the directors)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, approves, in application of the provisions of article L. 22-10-8, II of the French commercial code, the compensation policy applicable to the directors, as presented in the corporate governance report referred to in article L. 225-37 of the French commercial code and presented in the Company's Universal Registration Document (Chapter 4, Section 4.2.1).

Fourteenth resolution

(Ratification of the co-option of Belén Essioux-Trujillo as a director)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report, resolves in accordance with the provisions of article L. 225-24 of the French commercial code, to ratify the appointment by way of co-option, made provisionally by the Board of directors at its meeting of December 8, 2020, of Belén Essioux- Trujillo as a director, to replace Virginie Haas, who has resigned, for the remainder of the latter's term of office, i.e. until the annual general meeting convened to vote on the financial statements for the financial year ending March 31, 2023.

Fifteenth resolution

(Renewal of Laurence Hubert-Moy's appointment as director)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report and acknowledging that the appointment as director of Laurence Hubert-Moy will expire at the close of this Meeting, resolves to renew said appointment for a term of four years, expiring at the close of the ordinary general meeting convened to vote on the financial statements for the financial year ending March 31, 2025.

Sixteenth resolution

(Renewal of Didier Crespel's appointment as director)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report and acknowledging that the appointment as director of Didier Crespel will expire at the close of this Meeting, resolves to renew said appointment for a term of two years, expiring at the close of the ordinary general meeting convened to vote on the financial statements for the financial year ending March 31, 2023.

Seventeenth resolution

(Renewal of Claude Guillemot's appointment as director)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report and acknowledging that the appointment as director of Claude Guillemot will expire at the close of this Meeting, resolves to renew said appointment for a term of three years, expiring at the close of the ordinary general meeting convened to vote on the financial statements for the financial year ending March 31, 2024.

Eighteenth resolution

(Renewal of Michel Guillemot's appointment as director)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report and acknowledging that the appointment as director of Michel Guillemot will expire at the close of this Meeting, resolves to renew said appointment for a term of four years, expiring at the close of the ordinary general meeting convened to vote on the financial statements for the financial year ending March 31, 2025.

Nineteenth resolution

(Renewal of Christian Guillemot's appointment as director)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report and acknowledging that the appointment as director of Christian Guillemot will expire at the close of this Meeting, resolves to renew said appointment for a term of four years, expiring at the close of the ordinary general meeting convened to vote on the financial statements for the financial year ending March 31, 2025.

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Twentieth resolution

(Ratification of the transfer of the Company's registered office)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report, ratifies, in application of article L. 225-36 of the French commercial code and article 2 of the articles of association, the transfer of the Company's registered office with effect as of January 1, 2021 from 107, avenue Henri Fréville - 35200 Rennes, France to 2, rue Chêne Heleuc - 56910 Carentoir - France, as well as the corresponding modifications to the articles of association, as decided by the Board of directors at its meeting of October 1, 2020.

Twenty-first resolution

(Authorization granted to the Board of directors to trade in the Company's shares)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, having read the Board of directors' report including the description of the share buyback program pursuant to articles 241-1et seq. of the General Regulation of the Autorité des Marchés Financiers (AMF) and in accordance with the provisions of articles L. 22-10-62et seq. of the French commercial code and with (EU) Regulation No. 596/2014 of the European Parliament and of the Council of April 16, 2014 and the corresponding delegated regulations:

1. authorizes the Board of directors, with the option to sub-delegate in accordance with the legal and regulatory provisions, to proceed directly or indirectly via the Company with the purchase of its own shares, up to a maximum of a number of shares representing:
2. • 10% of the existing share capital, at any time whatsoever, this percentage being applied to the capital adjusted on the basis of transactions having an impact thereupon after the date of this Meeting (it being stipulated that when the shares are acquired for the purpose of market-making activities in the context of a liquidity agreement under the conditions set out below, the number of shares taken into consideration for the calculation of this 10% limit corresponds to the number of shares purchased, after deduction of the number of shares sold during the term of this authorization), or
   • 5% of the share capital for shares purchased by the Company for retention and subsequent delivery as payment or in exchange in the context of external operations (mergers, de-mergers, or contributions), in accordance with the law;
3. resolves that this authorization may be used for the following purposes:
4. • to ensure the liquidity and activity of Ubisoft Entertainment SA share using an investment services provider acting independently under a liquidity agreement in accordance with the AMF Decision no. 2018-01 of July 2, 2018,
   • to meet the obligations related to the share purchase option or free share grant programs, or carry out all other allocations or transfers of shares for the benefit of employees and/or executive corporate managing officers of the Group or for the benefit of some of them, notably as part of all company or Group savings schemes, or profit sharing, or to allow coverage of an employee share ownership offering structured by a bank, or by an entity controlled by such an establishment under the meaning of article L. 233-3 of the French commercial code, taking place at the Company's request,
   • for retention for delivery at a later date in exchange or as payment for external operations,
   • to deliver them upon the exercise of rights attached to securities representing debt securities giving access, by any means, immediately and/or at a future date, to the Company's share capital through redemption, conversion, exchange, presentation of a warrant or any other means,
   • to cancel in whole or in part any shares repurchased under the conditions defined by law, subject to the adoption of the twenty- second resolution by the Extraordinary General Meeting,
   • to implement all recognized market practices or practices that may come to be admitted by AMF after the date of this Meeting and, more generally, to complete all transactions in compliance with current legislation;
5. resolves that:
6. • the maximum authorized unitary purchase price (excluding costs) shall not exceed €120, it being stipulated that in the event of transactions involving the share capital, in particular, via the incorporation of reserves followed by the granting and creation of free shares and/or a stock split or reverse stock split, the maximum unitary purchase price and the maximum program value shall be adjusted accordingly - as an indication, the maximum amount potentially paid by the Company in the event of purchases at the maximum price of €120 would thus be €1,371,622,560 on the basis of the share capital as at April 30, 2021 comprised of
     123,576,079 shares and given the 927,419 treasury shares held by the Company as of such date, i.e. with regard to these factors, a maximum of 11,430,188 shares to be purchased,
   • all acquisitions completed by the Company on the basis of this authorization shall not lead to the number of shares held directly or indirectly by the Company becoming more than 10% of the total number of shares making up the share capital,
   • shares may be bought back, assigned, transferred or exchanged, on one or more occasions, directly or by any third party under the conditions set out in article L. 225-206, II of the French commercial code, on any market or off market, including via multilateral trading facilities (MTF) or any systematic internalizer or over-the-counter, via any means including the acquisition or assignment of blocks of shares, via derivative financial instruments or securities granting access to the Company's share capital and via the introduction of option strategies, in accordance with the legal and statutory provisions applicable as of the date of the transactions in question;
7. resolves that, other than with the prior authorization of the General Meeting, the Board of directors shall not be able to apply this delegation of authority once a third party has submitted a public offer for the Company's shares, up until the expiry of the offer period;
8. grants all powers to the Board of directors, with the option to sub-delegate in accordance with the legal and regulatory conditions:
9. • to apply and implement this authorization, determine the detailed methods for such implementation, place all stock exchange orders, execute all agreements, draw up all documents and in particular information memoranda, complete in accordance with the legal provisions any allocation or re-allocation of the shares acquired, complete all formalities and filings with all bodies, and, more generally, do whatever may be necessary for the implementation of this authorization,
   • should the law or the AMF extend or complete the objectives authorized for share buy-back programs, in order to prepare a description of the amended program including these modified objectives.

The Board of directors shall inform the Annual General Meeting, in accordance with the legal conditions, about all transactions completed by virtue of this authorization.

This authorization has been granted for a period of eighteen months as from the date of this Meeting and renders ineffective the unused portion of any earlier authorization relating to the same subject.

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