Ubisoft Entertainment : Notice of meeting brochure

NOTICE OF

MEETING BROCHURE

Combined

General Meeting

MAISON DE LA RATP

Espace du Centenaire - 189, rue de Bercy

75012 PARIS

JULY 5, 2022 AT 11:30 a.m.

Contents

Message from the Chairman	1
and Chief Executive Officer
1	OVERVIEW	2
	1.1	Key figures	2
	1.2	Group strategy	4
	1.3	Subsidiaries and equity investments	5
	1.4	2021-2022 Financial Year	6
	1.5	Investment policy	9
	1.6	Outlook	9
2	CORPORATE GOVERNANCE	10
	2.1	Board of directors and committees	11
	2.2	Compensation	29

3	FINANCIAL AUTHORIZATIONS	38
AND DELEGATIONS
	3.1	Submitted to the vote of the 2022
		General Meeting	38
	3.2	In force or used during FY22	39

4	AGENDA, PRESENTATION AND TEXT	40
OF DRAFT RESOLUTIONS
	4.1	General Meeting agenda	40
	4.2	Presentation and text of draft
		resolutions	41

5	PARTICIPATION IN THE MEETING	65
5.1	How to take part in the Meeting?	65
	5.2	How to complete the paper form?	68

5.3 Request form for additional documents

and information

71

NOTE

In view of the constantly changing health context, the Company could be required to modify the methods of organization of this Meeting. As a consequence thereto, you are invited to regularly consult the section dedicated to the Meeting on the Ubisoft website:

https://www.ubisoft.com/en-us/company/about-us/investors#generalMeetings

which will be updated, if necessary, to specify the final terms of holding of the Meeting and/or participation in the Meeting depending on health and legal requirements.

Participate in our sustainable development efforts by using less paper.

The documents referred to in article R. 22-10-23 of the French commercial code, including the Universal Registration Document, can be consulted and uploaded from the Company's website.

www.ubisoft.com

ABBREVIATIONS USED

Ubisoft Entertainment SA è "Ubisoft" or the "Company"

Combined General Meeting on July 5, 2022 è the "2022 General Meeting"

The paragraphs quoted in this notice of meeting brochure refer to paragraphs in the 2022 Universal Registration Document unless otherwise indicated.

MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Yves Guillemot

Dear Shareholder,

Over the past year, despite meaningful challenges we have progressed on key strategic priorities, including growing our major brands and proprietary technologies, building an increasingly recurring business, and implementing profound transformation of our organization. As an organization, we have demonstrated that we can rely on dependable brands, production and technology assets which are stronger than ever at a time when the value of assets has never been so high.

Our full-year performance was built on many brands and content, across new releases and back-catalog, as well as our capacity to increasingly leverage the competition among platforms through high-value partnerships. Our three biggest brands, Assassin's Creed, Far Cry and Rainbow Six, each delivered well over 300 M€ of net bookings, a first in Ubisoft's history, reflecting Assassin's Creed Valhalla's stellar performance, Far Cry's best year ever and the expansion of the Rainbow Six universe. Back-catalog revenues were up 11% and represented more than 50% of total net bookings for the fourth consecutive year.

If we look back at the past two years, they have arguably been quite intense for the world, for our industry and for Ubisoft. We have seen a meaningful increase in competition, with growing player expectations and an abundance of high-quality content. Simultaneously, the Covid crisis has led to major production challenges across the industry that have caused more than 30 premium titles being delayed in calendar year 2021 alone and, while clear productivity improvements are being made, every month continues to see major content postponed. These production challenges have been exacerbated over the past 12 months by The Great Reshuffle trend that has been impacting all industries across the world.

Despite all this, we have delivered the biggest line-up of quality content in the industry. At the same time, we have been thoroughly transforming our organization in order to successfully seize the many great opportunities our fast- evolving industry has to offer and continue to deliver outstanding experiences to players. We appointed new leaders across the company, expanded our Executive Committee, and continued building best-in-class governance. We have also evolved our decision-making process for managing our productions' capital allocation, with a close collaboration between the Brand Portfolio Management, Editorial, Production Project Management and the Studio Operations teams. This new framework is destined to:

• define each brand's DNA and market opportunities;
• create long-lasting meaningful experiences that will fulfil players rising expectations for self-expression and social experiences;
• elaborate a new global set of KPIs and processes to deliver even more predictability in Ubisoft's productions.

In parallel, one year ago we created the role of VP Production Technology. This was designed to ensure alignment of our technologies across Ubisoft, and maximize the focus on both our biggest existing opportunities and the most promising technological breakthroughs. As part of this process, we took the decision to focus our engine efforts on the development of our industry-leading Anvil and Snowdrop proprietary tools as well as on the development of our cloud-native technology, Scalar. We have also continued to invest in other promising technologies, including enhanced AI and Web3.

Reflecting our reputation as a great place to work, we welcomed back last year more than 600 talents who had previously worked at Ubisoft. We also made significant additions to our teams, from industry leading producers and creators to highly recognized experts in artificial intelligence and programming. Women now represent 25% of our total workforce, and represented one third of total recruitment in the past 12 months. Furthermore, we have a strong representation of women at leadership levels with respectively 42% and 45% for the Executive Committee and the Board (1). We have ambitious plans to continue building a more diverse and inclusive organization. And while attrition has been a challenge over the past 12 months, the actions we have implemented on talent retention are starting to pay-off.

We are now entering a new multi-year phase of significant topline growth, driven by the meaningful expansion of our talent force over the past five years to:

• grow our biggest franchises thanks to ambitious roadmaps to bring them to new heights with notably four promising mobile games under development;
• expand meaningfully our portfolio;
• and continue building an increasingly recurring business.

We have been working on the biggest pipeline in Ubisoft's history through a mix of highly ambitious premium games, multiplatform Free-to-Play experiences to reach significantly wider audiences, new internally developed brands as well as titles based on massive entertainment brands licenses.

The future of our industry looks brighter than ever, with an ever-expanding total addressable market, falling platform, business model and geographical barriers, as well as exciting new technological breakthroughs. We have the talents, the industrial, and the financial scale, and a large portfolio of powerful IPs to create massive value in the coming years and even more benefits to our communities.

I heartily thank our talented teams for their resilience and engagement, and also players, partners and shareholders for your loyalty, support and confidence in us.

1. Subject to shareholder approval on the appointment of Claude France

UBISOFT - NOTICE OF MEETING BROCHURE 2022

1

	M E S S AG E
D U P R É S I D E N T- D I R EC T E U R G É N É R A L
1	OVERVIEW

OVERVIEW

1.1 Key figures

Quarterly and annual consolidated sales

NET BOOKINGS (in € millions)

TOTAL EXERCICE

2021-2022
2,128		1,001
2020-2021
2,241		746
		664
410		485
345	392
326

1st quarter	2nd quarter				3rd quarter	4th quarter
Net bookings (1)			2020-2021			2021-2022	Change at	Change at
								current	constant
(in € millions)				2021-2022	2020-2021	exchange rates	exchange rates (2)
1st quarter					326	410	-20.5%	-17.4%
2nd quarter					392	345	13.8%	14.1%
3rd quarter					746	1,001	-25.5%	-26.1%
4th quarter					664	485	37.0%	33.7%
FINANCIAL YEAR TOTAL					2,128	2,241	-5.0%	-5.4%

1. Net bookings are defined in section 2.6.1
2. Net bookings at constant exchange rates are calculated by applying to the data for the period under review the average exchange rates used for the same period of the previous financial year

IFRS 15 Sales			Change at	Change at
		current	constant
(in € millions)	2021-2022	2020-2021	exchange rates	exchange rates *
1st quarter	353	427	-17.4%	-14.2%
2nd quarter	399	330	20.9%	21.1%
3rd quarter	666	965	-31.0%	-31.8%
4th quarter	708	502	41.1%	38.0%
FINANCIAL YEAR TOTAL	2,125	2,224	-4.4%	-4.8%

• Sales at constant exchange rates are calculated by applying to the data for the period under review the average exchange rates used for the same period of the previous financial year

• UBISOFT - NOTICE OF MEETING BROCHURE 2022

OVERVIEW 1

Key figures t

Sales by platform (net bookings)

65%	60%
		23%	26%
				8%	9%	4%	5%
Consoles	PC		Mobile	Others *
			2020-2021	2021-2022

• Derivatives, etc.

Sales by geographic region (net bookings)

The breakdown of Group net bookings by geographic region is as follows (in € millions):

TOTAL WORLD

		1,094	1,026		2021-2022
				2,128
815	771			2020-2021
			2,241
				332	332
Europe	North America	Rest of the world
		2020-2021	2021-2022

UBISOFT - NOTICE OF MEETING BROCHURE 2022

3