NOTICE OF MEETING COMBINED SHAREHOLDERS’ MEETING THURSDAY, SEPTEMBER 29 TH , 2016 AT 02:30 p.m. Novotel Paris Est Porte de Bagnolet 1 Avenue de la République 93177 Bagnolet Gallieni station (access: please see the map next page) For the good order of the Meeting, please: introduce yourself in advance with your shareholding certificate (reception as from 01:30 p.m.) make sure, before entering the Meeting room, that you obtained your voting box when signing the attendance sheet follow the instructions given at the beginning of the Meeting as regards the practical procedures for voting Documents provided for by Article R. 225-81 of the French Commercial Code
Transcript
NOTICE OF MEETING
COMBINED SHAREHOLDERS’ MEETING THURSDAY, SEPTEMBER 29TH, 2016
AT 02:30 p.m.
Novotel Paris Est Porte de Bagnolet
1 Avenue de la République 93177 Bagnolet
Gallieni station (access: please see the map next page)
For the good order of the Meeting, please: introduce yourself in advance with your shareholding certificate (reception as from 01:30 p.m.) make sure, before entering the Meeting room, that you obtained your voting box when signing the attendance sheet follow the instructions given at the beginning of the Meeting as regards the practical procedures for voting
Documents provided for by Article R. 225-81 of the French Commercial Code
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HOW TO ACCESS TO NOVOTEL PARIS EST ………………………………………………………………………………………………………………………………………………
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TABLE OF CONTENTS METHODS OF PARTICIPATION IN THE SHAREHOLDERS’ MEETING ......................... 3
HOW DO I PARTICIPATE IN THE SHAREHOLDERS’ MEETING? ......................................................................... 3
HOW DO I VOTE? ................................................................................................................................ 3
HOW DO I COMPLETE THE POSTAL AND PROXY VOTING FORM? ..................................................................... 5
OVERVIEW OF THE UBISOFT GROUP ............................................................. 6
OUTLOOK ........................................................................................................................................ 11
COMBINED SHAREHOLDERS' MEETING DATED SEPTEMBER 29TH, 2016 ............... 12
AGENDA OF THE MEETING APPROVED BY THE BOARD OF DIRECTORS............................................................ 12 TEXT OF DRAFT RESOLUTIONS APPROVED BY THE BOARD OF DIRECTORS................................................................... 13
INFORMATION CONCERNING THE CANDIDATES FOR THE BOARD OF DIRECTORS ..... 26
DIRECTORSHIP’ RENEWALS (PROPOSED TO THE ANNUAL GENERAL MEETING) ................................................ 26
APPOINTMENTS (PROPOSED TO THE ANNUAL GENERAL MEETING) .............................................................. 29
REQUEST FOR DELIVERY OF DOCUMENTS AND INFORMATION ............................ 31
POSTAL AND PROXY VOTING FORM ATTACHED
This unofficial translation for information purposes has been prepared for the convenience of English-speaking readers.
The original French version alone is binding.
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METHODS OF PARTICIPATION IN THE SHAREHOLDERS’ MEETING
HOW DO I PARTICIPATE IN THE SHAREHOLDERS’ MEETING? You may attend the Meeting in person or vote by mail or by proxy. Whatever the case, you will use the « vote by mail or by proxy » form attached to this Notice of Meeting. Regardless of your method of participation, you must provide an evidence of your status as shareholder.
How do I prove that I am a shareholder? For your registered shares: you must be listed in the shares register (pure registered or administered registered
shares) at the latest two trading days preceding the Meeting at 00:00 (CET), namely Tuesday, September 27th, 2016 at 00:00 (hereafter D-2). For your bearer shares: you must have a certificate of participation (shareholding certificate) drawn up by the
financial intermediary that manages your shares account. To be taken into account, this certificate must be dated no later than D-2.
HOW DO I VOTE? I am a shareholder of Ubisoft Entertainment SA. I use the attached postal and proxy form to attend the Meeting, vote by mail, grant proxy to the Chairman of the Meeting or another person.
I wish to attend in the Meeting
I hold registered shares (pure registered or administered registered account)
I hold bearer shares
❶ I shade box A on the form. ❶ I shade box A on the form. ❷ I date and sign at the bottom of the form. ❷ I date and sign at the bottom of the form. ❸ I return the form which must be received by Sunday,
September 25th, 2016 at midnight (CET) at the latest. ❸ I return the form to the financial intermediary that
manages my shares account which is responsible for forwarding it to Ubisoft Entertainment SA which must receive it by Sunday, September 25th, 2016 at midnight (CET) at the latest.
UBISOFT ENTERTAINMENT SA Service Titres - Fax : +33 (0) 2 99 93 20 68
If you have not requested or received your admission card as a registered shareholder, you may participate in the Shareholders’ Meeting by presenting proof of your identity. as a bearer shareholder, you may participate in the Shareholders’ Meeting by presenting a certificate of participation (shareholding
certificate) drawn up by your financial intermediary and proof of your identity.
I wish to vote by mail or to be represented at the Shareholders’ Meeting
I am voting by mail I grant a proxy to the Chairman
I grant a proxy to another person *
❶ I shade the box « I vote by post » and indicate my vote. If you wish to vote « against » a resolution or to « abstain » (an abstention is considered as a vote against the resolution), shade the box corresponding to the number of the resolution. Do not shade any box if you are voting « for » each resolution.
❶
❷
❸
I shade the box « I hereby give my proxy to the Chairman of the Meeting » I date and sign at the bottom of the form. My votes will be added to the votes of the Chairman.
❶ ❷
❸
I shade the box « I hereby appoint ». I state the identity (last name, first name and address) of the person who will represent me. I date and sign at the bottom of the form.
❷ I date and sign at the bottom of the form.
I have cast my vote I have cast my vote I have cast my vote
If I hold registered shares, I return the form to UBISOFT ENTERTAINMENT SA. If I hold bearer shares, I send the form to my financial intermediary which will forward it along with a certificate of participation no
later than Sunday, September 25th, 2016 at midnight (CET) to UBISOFT ENTERTAINMENT SA.
* You can also send this proxy by electronic means (cf. page 4)
I wish to grant a proxy (or to revoke it) by electronic means
You can also send this proxy by e-mail with an electronic signature obtained by yourself from an accredited service provider to the following address: [email protected] by specifying your first name, surname and address as well as the full name and address of your proxy. If you hold bearer shares, a shareholding certificate drawn up by the financial intermediary that manages your shares account, mentioning the full bank details of your shares account shall be attached to the notification together with a proof of your identity. The revocation of the proxy intervenes under the same conditions and forms as the ones uses for the appointment. In order to be taken into account, electronic appointments or revocations of proxies must be received at the latest at 3:00 p.m. (CET) on the day before the Meeting – i.e. Wednesday, September 28th, 2016.
I wish to sell my shares (after voting by mail, sending a proxy form or requesting an admission card
and/or a certificate of participation (shareholding certificate))
Any shareholder who has already voted by mail, sent a proxy form, requested an admission card or a certificate of participation, may at any time sell all or some part of his/her shares: if the sale occurs before D-2, the Company will then, depending on the case, invalidate or amend the postal
voting form, the proxy, the admission card or the certificate of participation (shareholding certificate); if the sale occurs after D-2, the Company does not need to be notified thereof by the authorized financial
intermediary or take it into consideration, notwithstanding any agreement to the contrary.
A shareholder who has already voted by mail, sent a proxy form or applied for an admission card shall no longer be able to choose any other way to participate in the Shareholders’ Meeting.
Any request for a postal and proxy voting form must be received at least six days before the date of the Shareholders’ Meeting, i.e. before Friday, September 23rd, 2016. The vote through videoconference or by way of telecommunication will not be implemented for this Meeting. No website as referred to in Article R. 225-61 of the French Commercial Code will be set up for this purpose. In the framework of the public’s right to information, the Combined General Meeting will be filmed and could be broadcasted in whole or in part. Documents related to this Shareholders’ Meeting are available at the Company’s registered office or at the Company’s business address and will be sent free of charge to any shareholder who so requests (see on page 32). The documents provided by Article R. 225-73-1 of the French Commercial Code have been published on the Company’s website www.ubisoftgroup.com - Group - Investors center - General Meeting - 2016.
HOW DO I COMPLETE THE POSTAL AND PROXY VOTING FORM?
If you own bearer shares, return the form to the financial intermediary that manages your shares account which will draw up a certificate of participation and shall be responsible for forwarding it to Ubisoft Entertainment SA which must receive it by Sunday, September 25th, 2016 at midnight (CET) at the latest.
YOU CANNOT ATTEND THE MEETING AND WOULD LIKE TO VOTE BY MAIL OR BY PROXY Shade box B and then select option ❶, ❸ or ❹
YOU ELECT TO ATTEND THE MEETING Shade box A
DO NOT FORGET TO SHADE IN THE BOXES FOR THE MISCELLANEOUS AMENDMENTS AND THE NEW RESOLUTIONS If no box is shaded, your shares will not be taken into account when calculating the quorum and shall be excluded from voting on new resolutions and/or amendments.
IF YOU ELECT TO GRANT A PROXY TO THE CHAIRMAN OF THE MEETING Shade this box
IF YOU ELECT TO GRANT A PROXY TO A DESIGNATED PERSON WHO WILL BE PRESENT AT THE MEETING Shade this box and enter the person’s contact details
A
B
2
1
3
3
4
YOU PLAN TO VOTE BY MAIL Shade this box and, if applicable, shade in the boxes of the resolutions you do not agree with. Do not forget to complete part ❷
1
2
4
PLEASE DATE AND SIGN HERE whatever your voting choice
PLEASE MENTION your first name, surname and address (check them if mentioned)
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OVERVIEW OF THE UBISOFT GROUP KEY FIGURES QUARTERLY AND ANNUAL CONSOLIDATED SALES
96
360
111 124
562
810
625
170
0
100
200
300
400
500
600
700
800
900
Q1 Q2 Q3 Q4
2015/2016
2014/2015
Sales (in € millions) 2015/2016 2014/2015 Change at current
exchange rates
Change at constant exchange rates
Q1 96 360 - 73.2% - 75.4%
Q2 111 124 - 10.8% - 16.8%
Q3 562 810 - 30.6% - 35.8%
Q4 625 170 267.7% 250.3%
FINANCIAL YEAR TOTAL 1,394 1,464 - 4.8% - 10.7%
SALES BY PLATFORM
14%12%
3%
13%
42%
32%
4%
13%
26%20%
3%4% 2% 1%6% 5%
PC
PlaySta
tion®3
PlaySta
tion®4
XBOX 360™
XBOX One™
Wii™
Wii U
™Other
2015/2016 2014/2015
In €
mill
ions
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SALES BY GEOGRAPHIC REGION The breakdown of Group sales by geographic region is as follows (in € millions):
France Germany United Kingdom Rest of Europe UnitedStates/Canada
Asia/Pacific Rest of theworld
114 111 121
224
659
119
46
120 117144
253
667
112
51
2015/2016 2014/2015
TOTAL EUROPE :2015/2016 : 570 2014/2015 : 634
8% 8% 8% 8% 9% 10%
16% 17%
47% 46%
9% 8%
3% 3%
GROUP PROFILE AND STRATEGY Ubisoft’s® main business activities are centered around the production, publishing and distribution of video games for consoles, PC, smartphones and tablets in both physical and digital formats.
Ubisoft stands out from its direct competitors due to its unique ability to develop new brands organically. Ubisoft has been responsible for three of the four most successful new brand launches in the industry’s history (Tom Clancy’s The Division™ in 1st place, with Watch Dogs® and Assassin’s Creed® in 3rd and 4th place respectively).
Unlike many of its competitors, Ubisoft owns its brands, along with the technologies and know-how needed to develop them, thus offering long-term visibility on the Company’s growth. Today, video game brands have an increasingly significant impact within the entertainment industry as a whole. Owning its own brands is, therefore, an essential advantage when it comes to maximizing their potential and reaching an even wider audience.
In 2016, Ubisoft stepped up its expansion into multi-player gaming with the success of Tom Clancy’s Rainbow Six® Siege and Tom Clancy’s The Division™, and now offers experiences that engage players long-term, throughout the year.
TOTAL WORLD : 2015/2016 : 1,394 2014/2015 : 1,464
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SUBSIDIARIES AND EQUITY INVESTMENTS INVESTMENTS DURING THE FINANCIAL YEAR Creation of new companies June 2015: creation of the subsidiary, Ubisoft L.A., in the United States. September 2015: creation of the subsidiary, Ubisoft Création SAS, in France.
Acquisitions October 2015: Acquisition of the Ivory Tower studio.
On October 5, 2015, Ubisoft acquired full ownership of the French studio, Ivory Tower SAS, and its subsidiary, Ivory Art & Design SARL, the creator of the successful racing game, The Crew™.
BUSINESS ACTIVITIES OF SUBSIDIARIES Production subsidiaries These are responsible, under the supervision and within the framework set out by the parent company, for the design and development of the software, including in particular the scenarios, layouts and game rules, as well as the development of design tools and game engines.
The Group has continued its strategy of reorganization in line with the industry developments and is developing its expertise toward the area of online and mobile gaming.
Sales and marketing subsidiaries These are responsible, under the supervision and within the framework set out by the parent company, for the worldwide distribution of Ubisoft products (CD games, ancillary products, etc.) to superstores and independent wholesalers. With regard to online business, sales and marketing subsidiaries primarily manage the sale of digital games via dedicated platforms such as Uplay.
They are also in charge of implementing local marketing strategies and campaigns associated with game promotion, as decided by the parent company.
MAIN SALES AND MARKETING SUBSIDIARIES
03/31/16 03/31/15 03/31/14
Subsidiary (en € thousands) IFRS financial statements
RELATIONS BETWEEN THE PARENT COMPANY AND SUBSIDIARIES The relationship between the parent company and the subsidiaries involves: production subsidiaries billing the parent company for the development costs based on the progress of their
projects. These costs are capitalized at the parent company and amortized form the commercial launch date of the game;
the invoicing by the parent company of a distribution license to the sales and marketing subsidiaries. The parent company also centralizes a certain number of costs that it then allocates to its subsidiaries, in particular in relation to: the purchase of computer equipment; general and administrative expenses; interest expenses related to the cash management agreement, guarantee loans.
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2015/2016 FINANCIAL YEAR FINANCIAL YEAR HIGHLIGHTS October 2015 – Acquisition of the Ivory Tower studio. This studio developed The Crew game which has a strong online component.
October 2015 – Announcement of the acquisition of the assets of Longtail Halifax. This studio is known, above all, for the development of two games, Rocksmith® and Sports Connection®, and will specialize exclusively in the development of mobile games.
December 2015 – Announcement of the development of Eagle FlightTM. This virtual reality game, where gamers fly over Paris, will be available on the main virtual reality platforms, including PlayStation VR, Oculus Rift and HTC Vive for PC, in 2016.
February 2016 – Success of the open beta version of Tom Clancy’s The Division with the participation of over 6.4 million players. These figures make it the most successful beta version in the industry for a new license on this generation of consoles.
March 2016 – Launch of Tom Clancy’s The Division. Record « sell through » sales for Tom Clancy’s The Division, with gross sales of USD 330 million worldwide in the first five days. The Division becomes the highest selling game from a new brand in its first week of release.
March 2016 – Concurrent user peak for Tom Clancy’s The Division at 1.2 million players. Tom Clancy’s The Division has beaten all gamer engagement records for a Ubisoft game.
2016 – Share Buybacks. At March 31, 2016, 3,488,214 shares had been bought back over the previous 12 months for the sum of €79.3 million.
CHANGES IN THE INCOME STATEMENT The consolidated financial statements for the financial year ended March 31, 2016, have been prepared in accordance with the International Financial Reporting Standards (IFRS) applicable at March 31, 2016, as adopted by the European Union.
(in € thousands) 03/31/16 03/31/15*
Sales 1,393,997 1,463,753
Gross profit 1,088,932 1,126,680
R&D costs (500,337) (573,533)
SG&A costs (419,555) (382,688)
Non-IFRS current operating income 169,040 170,459
Stock-based compensation (12,918) (9,609)
Other non-current operating income and expenses (19,334) (21,717)
Operating profit (loss) 136,788 139,133
Net financial income (13,726) 712
Income tax (credit) (29,654) (52,996)
PROFIT (LOSS) FOR THE PERIOD ATTRIBUABLE TO THE OWNERS OF THE PARENT
93,408 86,849
Equity 1,018,510 979,220
Investment expenditure on internal and external game production 586,840 537,287
Staff 10,667 9,790
* Restated for the impacts of IFRIC 21 Gross profit as a percentage of sales grew to 78.1% and fell, in absolute terms, to €1,088.9 million compared with a gross profit of 77.0% (€1,126.7 million) in 2014/2015.
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Non-IFRS current operating profit stood at €169.0 million, above the revised target of €150 million. This compares to a non-IFRS current operating profit of €170.5 million in 2014/2015.
The change in non-IFRS current operating profit breaks down as follows: drop of €37.8 million in gross profit; drop of €73.2 million in R&D costs to reach €500.3 million (35.9% of sales) compared with €573.5 million for
the 2014/2015 financial year (39.2%). The drop was mainly due to the launch of 5 AAA titles in 2014/2015 (including Assassin’s Creed® Rogue) compared to 4 in 2015/2016, as well as to the launch of two titles at the end of the financial year (Tom Clancy’s The Division and Far Cry Primal);
increase of €36.9 million in SG&A costs to €419.6 million (30.1% of sales), compared with €382.7 million (26.1%) the previous year: • variable marketing expenses stood at €217.3 million (15.6% of sales) compared with €206.1 million
(14.1%) in 2014/2015 which had benefited from the commitment of a portion of marketing expenditure for Watch Dogs in 2013/2014,
• structure costs totaled €202.2 million (14.5% of sales) compared with €176.6 million (12.1%) in 2014/2015, one third of the rise being due to the exchange rate impact.
Non-IFRS net profit totaled €129 million, corresponding to a non-IFRS net profit per share (diluted) of €1.13, compared with a non-IFRS net profit of €112.6 million for 2014/2015 or €1.00 per share.
The IFRS net profit totaled €93.4 million, corresponding to an IFRS net profit per share (diluted) of €0.82, compared with an IFRS net profit of €86.8 million and €0.77 in 2014/2015.
The average IFRS tax rate was 24 % due to recognition of future changes in French corporation tax on temporary tax differences.
CHANGE IN WRC AND DEBT LEVELS Based on the non-IFRS cash flow statement, the working capital requirement was up €253.3 million compared with a drop of €59 million the previous year. The main changes related to:
assets side: rise in trade receivables (€403 million) and other assets (€30 million);
liabilities side: rise in trade payables (€117 million) and other liabilities (€63 million).
The increase in trade receivables and trade payables was largely due to games launched in Q4 of the financial year with Far Cry Primal and Tom Clancy’s The Division, compared with the same period the previous financial year when no games were launched. The increase in other assets and other liabilities relates to the high level of business in the final quarter resulting in significant receivables and tax liabilities and the recognition of substantial deferred income.
The use of cash flows from operating activities stood at €(148.8) million (compared with a generation of €232.4 million in 2014/2015). This reflects cash flow from operating activities of €104.5 million (compared with €173.5 million for 2014/2015) and the increase in WCR of €253.3 million. Free cash flow before WCR was €61.8 million.
Net borrowing at March 31, 2016 was €(41.7) million compared with net cash of €211.3 million at March 31, 2015, the Company having bought back €79.3 million in shares over the financial year (3,488,214 shares).
INVESTMENT EXPENDITURE POLICY The vast majority of Ubisoft’s production is in-house, thereby affording it full control over its expertise in game development and the ability to share this knowledge between its various studios. This approach is particularly critical in the early part of a cycle when new technologies can differentiate one from its competitors. It is also significant in the development of open world games which call for large teams and strong collaboration across different studios.
Ubisoft has continued its investment expenditure policy to enable the Company to gain traction in new platforms, develop its online business and more generally increase its market share and improve its financial performance. Studio production costs, financed by the parent company, were up 8.2% in 2015/2016.
2015/2016 2014/2015 2013/2014
Production-related capex €514 M €475 M €410 M Capex per member of production staff €59,700 €58,738 €55,278
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OUTLOOK In 2015, the console and PC video games market was up slightly (Europe, Australia and North America, sources NPD, GFK, etc.).
2016 should see a further increase due to the growth in the console and PC market and the strong growth in digital revenues.
In mid-February 2016, the Group announced its targets: for 2016/2017 :
• Sales of approximately €1,700 million,
• Non-IFRS current operating profit of around €230 million; for 2018/2019 :
• Sales: €2,200 million,
• Non-IFRS current operating profit: 20%,
• Free cash flow of around €300 million.
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AGENDA OF THE MEETING APPROVED BY THE BOARD OF DIRECTORS
RESOLUTIONS WITHIN THE SCOPE OF THE ORDINARY GENERAL MEETING
Approval of the separate financial statements for the financial year ended March 31, 2016 Allocation of earnings for the financial year ended March 31, 2016 Approval of the consolidated financial statements for the financial year ended March 31, 2016 Approval of regulated agreements and commitments Opinion on the elements of compensation of Mr. Yves Guillemot, Chairman and Chief Executive Officer Opinion on the elements of compensation of Mr. Claude Guillemot, Executive Vice President Opinion on the elements of compensation of Mr. Michel Guillemot, Executive Vice President Opinion on the elements of compensation of Mr. Gérard Guillemot, Executive Vice President Opinion on the elements of compensation of Mr. Christian Guillemot, Executive Vice President Re-election of Mr. Yves Guillemot as director Re-election of Mr. Gérard Guillemot as director Appointment of Ms. Florence Naviner as director Appointment of Ms. Frédérique Dame as director Setting the amount of directors’ attendance fees Appointment of a new principal Statutory Auditor to replace the outgoing principal Statutory Auditor Appointment of a new deputy Statutory Auditor to replace the outgoing deputy Statutory Auditor Authorization for the Board of Directors to trade in Company shares
RESOLUTIONS WITHIN THE SCOPE OF THE EXTRAORDINARY GENERAL MEETING Eighteenth resolution Nineteenth resolution Twentieth resolution Twenty-first resolution Twenty-second resolution Twenty-third resolution Twenty-fourth resolution Twenty-fifth resolution
Authorization for the Board of Directors to reduce the share capital through cancellation of treasury shares held by the Company Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, for the benefit of members of company or group employee savings plan(s) Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, 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, whose registered office is not in France, outside a company or group savings plan Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, reserved for certain categories of beneficiaries as part of an employee share offer Authorization for the Board of Directors to award ordinary shares of the Company free of charge as set forth in Articles L. 225-197-1 et seq. of the French Commercial Code to employees, including some or all members of the Ubisoft Group Executive Committee referred to in section 3.1.1.3 of the Registration Document and/or of the Top Management, and/or corporate officers of affiliated companies, excluding the Company’s corporate executive officers Authorization for the Board of Directors to award ordinary shares of the Company free of charge as set forth in Articles L. 225-197-1 et seq. of the French Commercial Code to the Company’s corporate executive officers Authorization for the Board of Directors to grant options to subscribe for and/or purchase ordinary shares of the Company as set forth in Articles L. 225-177 et seq. of the French Commercial Code to the Company’s corporate executive officers Delegation of powers to the Board of Directors to issue shares and/or securities giving access to the share capital in exchange for contributions in kind made to the Company, without preemptive subscription rights for shareholders
RESOLUTIONS WITHIN THE SCOPE OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING Twenty-sixth resolution Powers to carry out formalities
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RESOLUTIONS WITHIN THE SCOPE OF THE ORDINARY GENERAL MEETING
FIRST RESOLUTION (Approval of the separate financial statements for the financial year ended March 31, 2016)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors’ management report and the Statutory Auditors’ report, hereby approves the separate financial statements for the financial year ended March 31, 2016, as presented (comprising the balance sheet, income statement and notes), which show a loss of €105,305,752.21, in addition to the transactions recorded in these financial statements or summarized in these reports.
SECOND RESOLUTION (Allocation of earnings for the financial year ended March 31, 2016)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors’ report, resolves to allocate the loss for the financial year ended March 31, 2016 as follows:
Net Loss -€105,305,752.21 Retained earnings +€150,579,630.11
Balance of retained earnings +€45,273,877.90
The General Meeting also duly notes that no dividend has been distributed during the last three financial years.
THIRD RESOLUTION (Approval of the consolidated financial statements for the financial year ended March 31, 2016)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors’ report on the management of the Group and the Statutory Auditors’ report on the consolidated financial statements, hereby approves the consolidated financial statements for the financial year ended March 31, 2016, as presented (essentially comprising the balance sheet, consolidated income statement and notes), which show a profit of €93,407,839.93, in addition to the transactions recorded in these financial statements or summarized in these reports.
FOURTH RESOLUTION (Approval of regulated agreements and commitments)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Statutory Auditors’ special report on regulated agreements and commitments subject to Articles L. 225-38 and L. 225-40 et seq. of the French Commercial Code, hereby approves said report and notes that no new agreement or commitment subject to these provisions was entered into during the financial year ended March 31, 2016.
FIFTH RESOLUTION (Opinion on the elements of compensation of Mr. Yves Guillemot, Chairman and Chief Executive Officer)
The General Meeting, consulted in accordance with the recommendation of paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, which is the Company’s reference code pursuant to Article L. 225-37 of the French Commercial Code, and acting in accordance with the quorum and majority requirements for ordinary general meetings, issues a favorable opinion on the elements of compensation due or awarded for the financial year ended March 31, 2016 to Mr. Yves Guillemot, Chairman and Chief Executive Officer, as presented in chapter 3, section 3.2.4.1 of the Registration Document.
SIXTH RESOLUTION (Opinion on the elements of compensation of Mr. Claude Guillemot, Executive Vice President)
The General Meeting, consulted in accordance with the recommendation of paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, which is the Company’s reference code pursuant to Article L. 225-37 of the French Commercial Code, and acting in accordance with the quorum and majority requirements for ordinary general meetings, issues a favorable opinion on the elements of compensation due or awarded for the financial year ended March 31, 2016 to Mr. Claude Guillemot, Executive Vice President, as presented in chapter 3, section 3.2.4.1 of the Registration Document.
SEVENTH RESOLUTION (Opinion on the elements of compensation of Mr. Michel Guillemot, Executive Vice President)
The General Meeting, consulted in accordance with the recommendation of paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, which is the Company’s reference code pursuant to Article L. 225-37 of the French Commercial Code, and acting in accordance with the quorum and majority requirements for ordinary general meetings, issues a favorable opinion on the elements of compensation due or awarded for the financial year ended March 31, 2016 to Mr. Michel Guillemot, Executive Vice President, as presented in chapter 3, section 3.2.4.1 of the Registration Document.
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EIGHTH RESOLUTION (Opinion on the elements of compensation of Mr. Gérard Guillemot, Executive Vice President)
The General Meeting, consulted in accordance with the recommendation of paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, which is the Company’s reference code pursuant to Article L. 225-37 of the French Commercial Code, and acting in accordance with the quorum and majority requirements for ordinary general meetings, issues a favorable opinion on the elements of compensation due or awarded for the financial year ended March 31, 2016 to Mr. Gérard Guillemot, Executive Vice President, as presented in chapter 3, section 3.2.4.1 of the Registration Document.
NINTH RESOLUTION (Opinion on the elements of compensation of Mr. Christian Guillemot, Executive Vice President)
The General Meeting, consulted in accordance with the recommendation of paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, which is the Company’s reference code pursuant to Article L. 225-37 of the French Commercial Code, acting in accordance with the quorum and majority requirements for ordinary general meetings, issues a favorable opinion on the elements of compensation due or awarded for the financial year ended March 31, 2016 to Mr. Christian Guillemot, Executive Vice President, as presented in chapter 3, section 3.2.4.1 of the Registration Document.
TENTH RESOLUTION (Re-election of Mr. Yves Guillemot as director)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having considered the Board of Directors’ report and noting that Mr. Yves Guillemot’s term of office as director expires at the end of this meeting, resolves to re-elect Mr. Yves Guillemot for a four-year term, to expire at the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, 2020.
ELEVENTH RESOLUTION (Re-election of Mr. Gérard Guillemot as director)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having considered the Board of Directors’ report and noting that Mr. Gérard Guillemot’s term of office as director expires at the end of this meeting, resolves to re-elect Mr. Gérard Guillemot for a four-year term, to expire at the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, 2020.
TWELTH RESOLUTION (Appointment of Ms. Florence Naviner as director)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having considered the Board of Directors’ report, resolves to appoint Ms. Florence Naviner as director for a four-year term, to expire at the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, 2020.
THIRTEENTH RESOLUTION (Appointment of Ms. Frédérique Dame as director)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having considered the Board of Directors’ report, resolves to appoint Ms. Frédérique Dame as director for a four-year term, to expire at the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, 2020.
FOURTEENTH RESOLUTION (Setting the amount of directors’ attendance fees)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having considered the Board of Directors’ report, resolves to set the amount of directors’ attendance fees to be distributed among members of the Board of Directors at €600,000, for the current financial year and for each financial year thereafter, until the General Meeting decides otherwise.
FIFTEENTH RESOLUTION (Appointment of a new principal Statutory Auditor to replace the outgoing principal Statutory Auditor)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, resolves to appoint the firm MAZARS as Principal Statutory Auditor to replace the company MB AUDIT, whose term of office is due to expire, said appointment being for a six-year term until the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, 2022.
SIXTEENTH RESOLUTION (Appointment of a new deputy Statutory Auditor to replace the outgoing deputy Statutory Auditor)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, resolves to appoint the firm CBA as Deputy Statutory Auditor to replace Mr. Sébastien LEGEAI, whose term of office is due to expire, said appointment being for a six-year term until the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, 2022.
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SEVENTEENTH RESOLUTION (Authorization for the Board of Directors to trade in Company shares)
The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors’ report - including the description of the share buyback program in accordance with Articles 241-1 et seq. of the General Regulations of the Autorité des Marchés Financiers (AMF): 1. authorizes the Board of Directors, with the
option to sub-delegate under the conditions stipulated by law, pursuant to the provisions of Articles L. 225-209 et seq. of the French Commercial Code, the European Regulation (EC) No. 2273/2003 of December 22, 2003, the AMF General Regulations and market practices permitted by the AMF, to purchase or have the Company purchase its own shares, subject to a maximum number of shares representing: 10% of the share capital existing at any given
time, this percentage being applied to the share capital adjusted to reflect transactions affecting the share capital after this meeting (it being specified that in the case of shares repurchased for market-making purposes under the liquidity agreement in the conditions specified below, the number of shares taken into account when calculating this 10% limit is the number of shares purchased less the number of shares sold during the term of this authorization), or 5% of the share capital for the shares
purchased by the Company to be held and subsequently delivered in payment or in exchange during a merger, demerger or contribution, in accordance with the law;
2. resolves that these share purchases and sales may be carried out for any purpose permitted by the applicable laws and regulations, either in force now or in the future, and in particular: to ensure the liquidity and activity of the
Ubisoft Entertainment SA shares through an investment services provider acting independently under a liquidity agreement in accordance with the code of ethics recognized by the AMF, to meet obligations resulting from stock option
plans, free shares allocation plans or any other allocations or disposals of shares to employees and/or corporate executive officers of the Group or for the benefit of some of them, particularly in the context of a company and/or group savings plan or profit-sharing scheme, to retain the shares for delivery at a later date
in exchange or as payment for any future acquisitions, to deliver the shares upon the exercise of rights
attached to debt securities giving access, by any means, immediately and/or in the future,
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 repurchased
shares under conditions provided for by law, subject to the authorization from the Extraordinary General Meeting, to implement any market practice that is or
may come to be recognized by law or by the AMF;
3. resolves that: the maximum authorized unit purchase price,
before expenses, may not exceed €60, i.e. a maximum amount of €676,617,060 based on the share capital on April 30, 2016, it being specified that the maximum unit purchase price and the maximum program amount shall be adjusted in the event of transactions on the share capital, including the capitalization of reserves followed by the creation and allocation of free shares and/or stock split or consolidation, the acquisitions made by the Company
pursuant to this authorization may not cause the number of shares held directly or indirectly by the Company to exceed 10% of the number of shares comprising the share capital, the shares may be purchased, sold or
transferred by any means, particularly on regulated markets, multilateral trading facilities or over the counter, including by block purchases or sales, sale and repurchase agreements, using derivatives or securities giving access to the Company’s share capital and implementing option strategies, in compliance with the legal and regulatory requirements applicable as of the transaction date;
4. resolves that the Board of Directors may not, without prior authorization of the General Meeting, make use of this authorization after a third party has filed a public tender offer for the Company’s shares and until the end of the offer period;
5. grants all powers to the Board of Directors, with the option to sub-delegate under the conditions stipulated by law: to implement this authorization, decide the
terms of its implementation, place all stock exchange orders, enter into all agreements, prepare all documents (particularly information documents), allocate or re-allocate (in accordance with the legal provisions) the shares acquired, undertake all formalities, file official declarations and, in general, do whatever may be necessary to implement this authorization, in the event that the law or the AMF should
extend or supplement the permitted objectives of share buyback programs, for the purpose of
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preparing a description of the program that takes such new objectives into account.
The Board of Directors shall inform, in accordance with the legal requirements, the Annual General Meeting of the transactions carried out pursuant to this authorization. This authorization is granted for a period of eighteen months from the date of this meeting and in respect of the unused portion supersedes any previous authorization with the same purpose.
RESOLUTIONS WITHIN THE SCOPE OF THE EXTRAORDINARY GENERAL MEETING EIGHTEENTH RESOLUTION (Authorization for the Board of Directors to reduce the share capital through cancellation of treasury shares held by the Company)
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having considered the Board of Directors’ report and the Statutory Auditors’ special report and in compliance with the provisions of Article L. 225-209 of the French Commercial Code: 1. authorizes the Board of Directors to proceed, at
its sole discretion, on one or more occasions, with the reduction of the share capital, subject to the limit of 10% of the Company’s share capital in any 24-month period, by canceling some or all of the shares that the Company holds or could hold as a result of the various authorizations to purchase shares granted by the General Meeting to the Board of Directors;
2. grants all powers to the Board of Directors, with the option to sub-delegate under the conditions stipulated by law, to perform these transactions within the limits and at the times it shall specify, to set the terms and conditions of these transactions, to make the necessary adjustments to any reserves, profits or premiums, to record their execution, to make the necessary amendments to the Articles of Association and, in general, to make all decisions and undertake all formalities.
This authorization is granted for a period of eighteen months from the date of this meeting and in respect of the unused portion supersedes any previous authorization with the same purpose.
NINETEENTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, for the benefit of members of company or group employee savings plan(s))
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having considered the Board of Directors’ report and the Statutory Auditors’ special report and in compliance with the provisions of Articles L. 225-129-2, L. 225-129-6, L. 225-138 and L.
225-138-1 of the French Commercial Code and Articles L. 3332-1 and L. 3332-18 et seq. of the French Labor Code, hereby: 1. delegates its authority to the Board of Directors,
with the option to sub-delegate under the conditions stipulated by law, to increase the share capital, at its sole discretion, on one or more occasions, at the times and according to procedures that it will decide upon, under the conditions provided for by law, by issuing ordinary shares and/or equity securities giving access, by any means, immediately and/or in the future, to other equity securities of the Company, for subscription in cash, reserved for members of one or more company or group savings plans offered by the Company and/or affiliated companies or groups within the meaning of Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor Code; it is further specified that the issuance of any securities convertible to preference shares is not permitted;
2. resolves that the Board of Directors may allocate free of charge, to the beneficiaries referred to above, shares or equity securities giving entitlement, by any means, immediately and/or in the future, to other equity securities of the Company, in accordance with the legal and regulatory conditions, to replace all or part of the discount referred to in paragraph 5. below and/or as a Company contribution, it being specified that the benefit resulting from such allocation may not exceed the limits provided for in Articles L. 3332-21 and L. 3332-11 of the French Labor Code;
3. resolves that the nominal amount of the Company’s capital increase, immediately or in the future, resulting from all issues carried out pursuant to this delegation (i) may not exceed 1% of the amount of share capital as of the date of the Board of Directors’ decision to increase the share capital, it being specified that said limit is an overall limit for all capital increases likely to be carried out pursuant to the nineteenth, twentieth and twenty-first resolutions before this meeting and is set without taking into account the nominal amount of shares in the Company that may be issued for the purpose of adjustments to be made in accordance with the law and applicable contractual provisions to protect the rights of holders of securities or other rights giving entitlement to share capital, and (ii) is deducted from the limit of €4,000,000 set out in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015;
4. resolves that the subscription price of the shares or securities issued will be determined under the conditions defined in Articles L. 3332-18 to L. 3332-23 of the French Labor Code;
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5. resolves to set the maximum discount offered as part of a savings plan at 15% of the average quoted price of Ubisoft Entertainment SA shares on Euronext Paris over the twenty trading days prior to the date of the decision setting the opening date for subscriptions; however, the General Meeting specifically authorizes the Board of Directors, where it sees fit, to reduce or cancel the above-mentioned discount, within the legal and regulatory limits, particularly so as to take into account, inter alia, the legal, accounting, tax and social security regimes applicable locally;
6. decides to cancel, for the benefit of members of one or more savings plans, the preemptive rights of shareholders to subscribe for shares or securities that might be issued pursuant to this delegation of authority; said shareholders further waive any right to free shares and free securities convertible to equity that might be awarded pursuant to this delegation of authority;
7. notes that each share capital increase will only be completed up to the amount of shares subscribed for by the beneficiaries referred to above, individually or via company investment funds (FCPE) or open-ended investment companies or other structures permitted by the applicable legal and regulatory provisions, provided that this resolution may be used for the purpose of implementing leveraged plans in connection with a Company employee share ownership offer;
8. resolves that the Board of Directors will have all powers, with the option to sub-delegate under the conditions provided for by law, to implement this delegation of authority in accordance with the conditions set out above, and in particular to: decide on the features, amount and terms of
each issue, decide whether the shares may be subscribed
for directly by members of one or more savings plans or via company investment funds or open-ended investment companies or other structures permitted by the applicable legal and regulatory provisions, determine the relevant companies and
beneficiaries, where applicable, establish the seniority
conditions that beneficiaries must meet in order to subscribe for new shares or new securities to be issued in the context of capital increases within the scope of this resolution,
set the amounts of such issues and decide on subscription prices, subject to the limits laid down by this resolution, the terms and conditions of shares or securities to be issued pursuant to this delegation of authority, particularly their vesting date, the reduction rules applicable in the event of oversubscription, and the terms of their payment and delivery, decide on the opening and closing dates for
subscriptions, in the event of free shares or free securities
being granted, to establish the nature, features and number to be allocated to each beneficiary, and to decide on the dates, time limits, terms and conditions for allocating such shares or securities subject to the applicable legal and regulatory limits, and specifically to choose either to substitute in whole or in part the free allocation of such shares or securities for the aforementioned discount, or to deduct the value of such Company shares or securities from the amount of the Company contribution, or to combine both options, record the performance of the capital increase
through the issuance of shares up to the amount of shares that will effectively be subscribed to, protect the rights of holders of securities giving
entitlement to the Company’s share capital in the future, in accordance with applicable legal and regulatory provisions, at its sole discretion and where it sees fit,
deduct capital increase fees from the amount of premiums pertaining to these increases and deduct from this amount the amounts necessary to ensure that the legal reserve is maintained at a tenth of the new share capital after each increase, in general terms, perform all acts and
formalities, take all measures, make all decisions and conclude all useful or necessary agreements in order to (i) ensure the successful conclusion of the issues performed by virtue of this delegation of authority and in particular for the issuance, subscription, delivery, vesting date and listing of the shares created, financial servicing of the new shares and the exercise of rights attached thereto, (ii) confirm the definitive realization of these capital increase(s) and make the corresponding amendments to the Articles of Association, (iii) proceed with the formalities subsequent to the realization of capital increases and, in general, do what is necessary.
This delegation is valid for a period of twenty-six months from the date of this meeting and in respect of the unused portion supersedes any previous delegation with the same purpose.
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TWENTIETH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, 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, whose registered office is not in France, outside a company or group savings plan)
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having considered the Board of Directors’ report and the Statutory Auditors’ special report and in compliance with Articles L. 225-129-2, L. 225-138 et L. 228-91 et seq. of the French Commercial Code: 1. delegates its authority to the Board of Directors,
with the option to sub-delegate under the conditions stipulated by law, to increase the share capital, at its sole discretion, on one or more occasions, at the times and according to procedures that it will decide upon, under the conditions provided for by law, by issuing ordinary shares and/or equity securities giving access, by any means, immediately and/or in the future, to other equity securities of the Company, for subscription in cash, reserved for one and/or all of the categories of beneficiaries defined below; it is specified that the subscription may be direct or via a company investment fund (FCPE) and that the issuance of any securities convertible to preference shares is not permitted;
2. resolves that the nominal amount of the Company’s capital increase carried out pursuant to this delegation (i) may not exceed 1% of the amount of share capital as of the date of the Board of Directors’ decision to increase the share capital, it being specified that said limit is an overall limit for all capital increases likely to be carried out pursuant to the nineteenth, twentieth and twenty-first resolutions before this meeting and is set without taking into account the nominal amount of shares in the Company that may be issued for the purpose of adjustments to be made in accordance with the law and applicable contractual provisions to protect the rights of holders of securities or other rights giving entitlement to share capital, and (ii) is deducted from the limit of €4,000,000 set out in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015;
3. resolves that the subscription price for new shares to be issued pursuant to this delegation of authority will be set by the Board of Directors on the date that it sets the opening date for subscriptions, according to one of the following two methods, at the option of the Board of Directors: subscription price equal to the average quoted
price of Ubisoft Entertainment SA shares on
Euronext Paris over the twenty trading days prior to the date of the Board of Directors’ decision, less a maximum discount of 15%, where applicable, or subscription price equal to the Ubisoft
Entertainment SA share price on Euronext Paris on the date of the Board of Directors’ decision, less a maximum discount of 15%, where applicable;
4. resolves to waive the preemptive rights of shareholders to subscribe for ordinary shares and/or securities that may be issued pursuant to this delegation of authority and reserves the right for them to be subscribed by employees and/or corporate officers of Ubisoft Group companies affiliated with the Company under Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor Code, having their registered office outside France; it is specified that the subscription may be direct or through a company investment fund (FCPE) and that this resolution may be used for the purposes of implementing leveraged plans in connection with a Company employee share ownership offer;
5. resolves that this delegation of authority automatically implies, for the benefit of holders of units of securities issued pursuant to this resolution and granting entitlement to the Company’s share capital, a waiver by shareholders of their preemptive rights to the shares to which such securities carry entitlement;
6. resolves that the Board of Directors will have all powers, with the option to sub-delegate under the conditions stipulated by law, to implement this delegation of authority in accordance with the conditions set out above, and in particular to: determine the dates, terms and conditions of
the issue(s) with or without a premium, and determine the overall number of shares to be issued subject to the limits laid down in this resolution, determine the subscription options to be
offered to employees in each of the relevant countries in accordance with local legal restrictions, and choose the countries from among those in which the Company has subsidiaries, in addition to the subsidiaries whose employees may participate in the offering, draw up the list of beneficiaries in the above-
mentioned categories, and determine the number of shares that may be subscribed for by each one, decide on the share subscription price, in
accordance with the terms set out in paragraph 3. of this resolution, decide on the payment terms for these shares
within legal limits,
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if necessary, impose a mandatory retention period and set the vesting date of the shares to be issued, record the performance of the capital increase
through the issue of shares, protect the rights of holders of securities giving
entitlement to the Company’s share capital in the future, in accordance with applicable legal and regulatory provisions, at its sole discretion and where it sees fit,
deduct capital increase fees from the amount of premiums pertaining to these increases and deduct from this amount the amounts necessary to ensure that the legal reserve is maintained at a tenth of the new share capital after each increase, in general, perform all acts and formalities,
take all measures, make all decisions and enter into all useful or necessary agreements in order to (i) ensure the successful conclusion of the issues performed by virtue of this delegation of authority and in particular the issuance, subscription, vesting date and listing of the shares created, the financial servicing of the new shares and the exercise of rights attached thereto, (ii) confirm the definitive completion of such capital increase(s) and make the corresponding amendments to the Articles of Association, (iii) proceed with the formalities subsequent to the realization of capital increases and, in general, to do what is necessary.
This delegation of authority is valid for a period of eighteen months from the date of this meeting and in respect of the unused portion supersedes any previous authority delegated for the same purpose.
TWENTY-FIRST RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, reserved for certain categories of beneficiaries as part of an employee share offer)
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having considered the Board of Directors’ report and the Statutory Auditors’ special report and in compliance with Articles L. 225-129-2, L. 225-138 and L. 228-91 et seq. of the French Commercial Code: 1. notes that in some countries, legal or tax
difficulties or uncertainties could make it difficult to implement structured employee share plans through company investment funds, and that it would be preferable to implement alternative plans to those offered to employees of companies who are members of a savings plan;
2. therefore delegates its authority to the Board of Directors, with the option to sub-delegate under the conditions stipulated by law, to increase the share capital, at its sole discretion, on one or
more occasions, at the times and according to procedures that it will decide upon, under the conditions provided for by law, by issuing ordinary shares and/or equity securities giving access, by any means, immediately and/or in the future, to other equity securities of the Company, for subscription in cash, reserved for any financial institution or controlled subsidiary thereof, or any entity organized under French or foreign law, incorporated or unincorporated, whose sole purpose is to subscribe for, hold and dispose of shares and/or any other securities convertible to equity in the Company, for the implementation of leveraged plans as part of a Company employee share offer; it is specified that the issuance of any securities convertible to preference shares is not permitted;
3. resolves that the nominal amount of the Company’s capital increase carried out pursuant to this delegation (i) may not exceed 1% of the amount of share capital as of the date of the Board of Directors’ decision to increase the share capital, it being specified that said limit is an overall limit for all capital increases likely to be carried out pursuant to the nineteenth, twentieth and twenty-first resolutions before this meeting and is set without taking into account the nominal amount of shares in the Company that may be issued for the purpose of adjustments to be made in accordance with the law and applicable contractual provisions to protect the rights of holders of securities or other rights giving entitlement to share capital, and (ii) is deducted from the limit of €4,000,000 set out in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015;
4. resolves that the subscription price of the new shares to be issued pursuant to this delegation of authority will be equal to the average quoted price of Ubisoft Entertainment SA shares on Euronext Paris over the twenty trading days prior to the date of the decision setting the opening date for subscriptions, less a maximum discount of 15%, where applicable; however, the General Meeting specifically authorizes the Board of Directors, where it sees fit, to reduce or cancel the above-mentioned discount, within the legal and regulatory limits, particularly so as to take into account, inter alia, the legal, accounting, tax and social security regimes applicable locally;
5. resolves to waive, in favor of the above-mentioned category of members, the preemptive rights of shareholders to subscribe for ordinary shares and/or securities that may be issued pursuant to this delegation of authority;
6. notes that this delegation of authority automatically implies, for the benefit of holders of securities issued pursuant to this resolution and granting entitlement to the Company’s capital, a waiver by shareholders of their
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preemptive rights to the shares to which such securities carry entitlement;
7. resolves that the Board of Directors will have all powers, with the option to sub-delegate under the conditions stipulated by law, to implement this delegation of authority in accordance with the conditions set out above, and in particular to: determine the dates, terms and conditions of
the issue(s), with or without a premium, and the overall number of shares to be issued subject to the limits set out in this resolution, draw up the list of beneficiaries in the above-
mentioned category, and determine the number of shares that may be subscribed for by each one, decide on the share subscription price, in
accordance with the terms set out in paragraph 4. of this resolution, decide on the payment terms for these shares
within legal limits, set the vesting date for the shares to be issued, record the performance of the capital increase
through the issuance of shares, protect the rights of holders of securities giving
entitlement to the Company’s share capital in the future, in accordance with applicable legal and regulatory provisions, at its sole discretion and where it sees fit,
deduct capital increase fees from the amount of premiums pertaining to such increases and deduct from said amount the amounts necessary to ensure that the legal reserve is maintained at a tenth of the new share capital after each increase, in general, perform all acts and formalities,
take all measures, make all decisions and enter into all useful or necessary agreements to (i) ensure the successful conclusion of the issuance performed by virtue of this delegation of authority and in particular the issuance, subscription, vesting date and listing of the shares created, the financial servicing of the new shares and the exercise of rights attached thereto, (ii) confirm the definitive completion of such capital increase(s) and make the corresponding amendments to the Articles of Association, (iii) proceed with the formalities subsequent to the performance of capital increases and, in general, do what is necessary.
This delegation of authority is valid for a period of eighteen months from the date of this meeting.
TWENTY-SECOND RESOLUTION (Authorization for the Board of Directors to award ordinary shares of the Company free of charge as set forth in Articles L. 225-197-1 et seq. of the French Commercial Code to employees, including some or all members of the Ubisoft Group Executive Committee referred to in section 3.1.1.3 of the Registration Document and/or of the Top Management, and/or corporate officers of affiliated
companies, excluding the Company’s corporate executive officers)
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having considered the Board of Directors’ report and the Statutory Auditors’ special report and in compliance with Articles L. 225-197-1 et seq. of the French Commercial Code, as amended by Article 135 of Act No. 2015-990 of August 6, 2015 for growth, activity and equal economic opportunities: 1. authorizes the Board of Directors to award, on
one or more occasions, existing and/or new ordinary shares in the Company, free of charge, to employees or certain categories of employees, whom it will identify from among its employees, including some or all members of the Ubisoft Group Executive Committee referred to in section 3.1.1.3 of the Registration Document and/or of the Top Management, and/or corporate officers of affiliated companies as defined by Article L. 225-197-2 of the French Commercial Code, excluding the Company’s corporate executive officers as referred to in the twenty-third resolution;
2. resolves that the Board of Directors will proceed with the awards, identify the beneficiaries and determine the conditions and criteria for awarding the shares subject to the limits set out in this authorization; it is specified that with regard to: - members of the Executive Committee, the final
award of all shares will be contingent on the fulfillment of performance criteria assessed over a minimum period of three financial years and established at least on the basis of average Group EBIT (the “Internal Criteria”). Moreover, the final award after assessment of the Internal Criteria shall depend on a sliding scale by stage based on the Company’s stock market performance during the vesting period in compliance with existing policies (the “Stock Market Criteria”),
- certain members of the Top Management, the final award of all shares will be also subject to Stock Market Criteria.
3. resolves that: (i) the bonus award of ordinary shares pursuant
to this authorization may not involve a number of existing or new shares exceeding 1.80% of the number of ordinary shares comprising the Company’s share capital on the date of the Board of Directors’ decision to award the shares, it being specified that this limit is separate and distinct from the limit referred to in the twenty-third resolution of this meeting. The nominal value of ordinary shares in the Company to be issued where necessary in order to maintain, in accordance with the
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applicable law and any contractual provisions for other types of adjustment, the rights of holders of securities or other rights granting access to the Company’s share capital will count towards this limit;
(ii) subject to the above limit, the number of ordinary shares granted subject to Stock Market Criteria may not exceed 0.20% of the number of shares comprising the share capital on the date of the award by the Board of Directors;
(iii) the nominal amount by which the Company’s share capital is increased as a result of ordinary shares being issued pursuant to this authorization will be deducted from the limit of €4,000,000 stipulated in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015;
4. resolves that: - the award of shares to their beneficiaries will
become final at the end of a vesting period: (i) of a minimum of three years for awards
subject to Stock Market Criteria – it being recalled that for Executive Committee members, the award(s) will also be subject to Internal Criteria,
(ii) of a minimum of four years for awards not subject to Stock Market Criteria.
- if the vesting period is set at three years pursuant to paragraph 4. (i) above, the beneficiaries shall retain said ordinary shares for a period defined by the Board of Directors, provided that the retention period may not be less than one year from the final award of said shares. However, the General Meeting authorizes the Board of Directors, insofar as the vesting period for all or some of one or several allocations would be a minimum of four years, not to impose a retention period for the shares considered. For all practical purposes, it should be noted that the Board of Directors may stipulate vesting and retention periods that are longer than the minimum periods set out above.
5. notes that this authorization automatically entails a waiver by shareholders of their preemptive right to subscribe for ordinary shares issued by virtue of this resolution, in favor of the beneficiaries;
6. resolves that, in the event of disability of the beneficiary corresponding to classification in the second or third category provided for in Article L. 341-4 of the French Social Security Code, the beneficiary will receive a final award of free shares before the end of the remaining vesting period and such shares will be immediately transferable;
7. delegates all powers to the Board of Directors, with the option to sub-delegate under the legal and regulatory conditions, to implement this
authorization, in the conditions set forth above and subject to the limits authorized by the applicable legal texts, and in particular: to identify the beneficiaries and decide on the
number of ordinary shares to be allocated free of charge to each one, subject to the limits laid down in this resolution, to establish the terms and conditions of the
free share awards made pursuant to this authorization and the performance criteria on which the award to Executive Committee members is contingent, according to the terms and conditions set forth in this resolution and, where applicable, the performance criteria on which the final award to other beneficiaries could be contingent, to record the completion of capital increases,
to amend the Articles of Association accordingly, and to proceed, where applicable, during the vesting period, with adjustments to the number of shares linked to potential transactions involving the share capital of the Company so as to protect the rights of the beneficiaries, and more generally, to complete all formalities
necessary for the issue, listing and financial servicing of the securities issued pursuant to this resolution and to do whatever may be useful and necessary under the laws and regulations in force.
The Board of Directors will inform the Ordinary General Meeting each year, in accordance with the legal and regulatory conditions (in particular Article L. 225-197-4 of the French Commercial Code), of the transactions performed in the context of this resolution. This authorization is granted for a period of thirty-eight months from the date of this meeting and in respect of the unused portion supersedes any previous authority delegated for the same purpose.
TWENTY-THIRD RESOLUTION (Authorization for the Board of Directors to award ordinary shares of the Company free of charge as set forth in Articles L. 225-197-1 et seq. of the French Commercial Code to the Company’s corporate executive officers)
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having considered the Board of Directors’ report and the Statutory Auditors’ special report, in compliance with Articles L. 225-197-1 et seq. of the French Commercial Code, as amended by Article 135 of Act No. 2015-990 of August 6, 2015 for growth, activity and equal economic opportunities: 1. authorizes the Board of Directors to proceed, on
one or more occasions, with bonus awards of ordinary shares, existing or to be issued by the Company, for the benefit of its corporate executive officers;
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2. resolves that the Board of Directors will proceed with the award and identify the beneficiaries from among the Company’s corporate executive officers and, where applicable, establish the conditions and criteria for awarding the shares subject to the limits set out in this authorization;
3. resolves that the final award of all shares pursuant to this resolution will be contingent on the fulfillment of performance criteria assessed over a period of at least three consecutive financial years and measured according to the achievement of the following targets: (i) 50% on the basis of average Group EBIT (the “Internal Criteria”) and (ii) 50% according to the performance of Ubisoft Entertainment SA share, measured against a panel of companies (the “External Criteria”). Moreover, the final award after assessment of the Internal and External Criteria shall depend on a sliding scale by stage based on the Company’s stock market performance during the vesting period in compliance with existing policies (the “Stock Market Criteria”).
4. resolves that: (i) the bonus award of ordinary shares pursuant
to this authorization may not involve a number of existing or new shares exceeding 0.05% of the number of ordinary shares comprising the Company’s share capital on the date of the Board of Directors’ decision to award the shares, said limit being separate and distinct from the limit referred to in the twenty-fourth resolution of this meeting. Where necessary, the nominal amount of ordinary shares to be issued in order to maintain, in accordance with the applicable law and any contractual provisions for other types of adjustment, the rights of holders of securities or other rights granting access to the Company’s share capital will be added to this limit;
(ii) corporate executive officers who are beneficiaries of an award under this resolution are not eligible for the stock option grant referred to in the twenty-fourth resolution of this meeting;
(iii) the nominal amount by which the Company’s share capital is increased as a result of ordinary shares being issued pursuant to this authorization will be deducted from the limit of €4,000,000 stipulated in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015;
5. resolves that the award of ordinary shares to their beneficiaries will become final after a vesting period, the duration of which will be set by the Board of Directors, subject to a minimum period of three years, and that the beneficiaries shall retain said shares for a period defined by the Board of Directors, it being specified that the
retention period may not be less than one year from the final award of said shares. However, the General Meeting authorizes the Board of Directors, insofar as the vesting period for all or some of one or several allocations would be a minimum of four years, not to impose a retention period for the shares considered. For all practical purposes, it should be noted that the Board of Directors may stipulate vesting and retention periods that are longer than the minimum periods set out above.
6. notes that this authorization automatically entails a waiver by shareholders of their preemptive right to subscribe for ordinary shares issued by virtue of this resolution, in favor of the beneficiaries;
7. resolves that, in the event of disability of the beneficiary corresponding to classification in the second or third category provided for in Article L. 341-4 of the French Social Security Code, the beneficiary will receive a final award of free shares before the end of the remaining vesting period and such shares will be immediately transferable;
8. delegates all powers to the Board of Directors, with the option to sub-delegate under the legal and regulatory conditions, to implement this authorization, in the conditions set forth above and subject to the limits authorized by the applicable legal texts, and in particular: to identify the beneficiaries from among the
corporate executive officers and decide on the number of ordinary shares to be allocated free of charge to each one, subject to the limits laid down in this resolution, to establish the terms and conditions of the
free share awards made pursuant to this resolution and the performance criteria on which the award is contingent, according to the terms and conditions set forth in this resolution, to record the completion of capital increases,
to amend the Articles of Association accordingly, and to proceed, where applicable, during the vesting period, with adjustments to the number of shares linked to potential transactions involving the share capital of the Company so as to protect the rights of the beneficiaries, and more generally, to complete all formalities
necessary for the issue, listing and financial servicing of the securities issued pursuant to this resolution and to do whatever may be useful and necessary under the laws and regulations in force.
The Board of Directors will inform the Ordinary General Meeting each year, in accordance with the legal and regulatory conditions (in particular Article L. 225-197-4 of the French Commercial Code), of the
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transactions performed in the context of this resolution. This authorization is granted for a period of thirty-eight months from the date of this meeting.
TWENTY-FOURTH RESOLUTION (Authorization for the Board of Directors to grant options to subscribe for and/or purchase ordinary shares of the Company as set forth in Articles L. 225-177 et seq. of the French Commercial Code to the Company’s corporate executive officers)
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having considered the Board of Directors’ report and the Statutory Auditors’ special report: 1. authorizes the Board of Directors, in compliance
with Articles L. 225-177 et seq. of the French Commercial Code, to grant on one or more occasions, for the benefit of the Company’s corporate executive officers, under the conditions set forth in Article L. 225-180 of the French Commercial Code, options to subscribe for or purchase ordinary shares of the Company under the conditions set out below, it being specified that, in accordance with the provisions of Article L. 225-182 of the French Commercial Code, the Board of Directors may not grant options to corporate executive officers of the Company who hold more than 10% of the share capital;
2. resolves that the Board of Directors will proceed with the grant and identify the beneficiaries from among the Company’s corporate executive officers;
3. resolves that the final grant of all options pursuant to this resolution will be contingent on the fulfillment of performance criteria assessed over a period of at least four financial years, measured according to the achievement of the following targets: (i) 50% on the basis of average Group EBIT (the “Internal Criteria”) and (ii) 50% according to the performance of Ubisoft Entertainment SA share evaluated against a panel of companies (the “External Criteria”);
4. resolves that: (i) the number of ordinary shares that may be
subscribed for or purchased by beneficiary corporate executive officers by exercising the options granted by the Board of Directors pursuant to this authorization may not exceed 0.02% of the number of ordinary shares outstanding on the date of the Board of Directors’ decision to grant the options, it being specified that this limit is separate and distinct from the limit referred to in the twenty-third resolution of the General Meeting of September 23, 2015. Where necessary, the nominal amount of ordinary shares to be issued in order to maintain, in accordance with the applicable
law and any contractual provisions for other types of adjustment, the rights of holders of securities or other rights granting access to the Company’s share capital will be added to the limit referred to in this resolution;
(ii) corporate executive officers who are granted options under this resolution are not eligible for the bonus award of ordinary shares referred to in the twenty-third resolution;
(iii) the nominal amount by which the Company’s share capital is increased as a result of ordinary shares being issued in the future pursuant to this authorization will be deducted from the limit of €4,000,000 stipulated in the twenty-fourth resolution of the General Meeting of September 23, 2015.
5. resolves that the subscription or purchase price of ordinary shares for the beneficiaries of the options will be set by the Board of Directors on the date that it grants the options to the beneficiaries, subject to the following limits: with regard to options to subscribe for ordinary
shares, the share subscription price may not be lower, at the option of the Board of Directors, than the average initial price recorded over the twenty trading days preceding the option grant date or the opening price of Ubisoft Entertainment SA shares on Euronext Paris on the date of the Board of Directors’ decision, it being specified that, in any event, the subscription price of ordinary shares set by the Board of Directors cannot be lower than the threshold set by Article L. 225-177 of the French Commercial Code, with regard to options to purchase ordinary
shares, the share purchase price may not be less than the average initial price recorded over the twenty trading days preceding the option grant date, or the average purchase price of ordinary shares held by the Company under Articles L. 225-177 and L. 225-179 of the French Commercial Code.
The price set for the subscription or purchase of ordinary shares may not be modified during the life of the option, subject to any adjustments that the Board of Directors is required to make in accordance with the legal and regulatory provisions in force;
6. notes that options may not be granted by the Board of Directors: in the ten trading days preceding or following
the date on which the consolidated financial statements or, failing that, the separate financial statements are published, in the period between the date on which the
Company’s management bodies receive information that, if made public, could have a significant impact on the Company’s share price, and the date falling ten trading days after the public disclosure of said information,
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in the twenty trading days following the date on which the shares are traded ex-dividend, or in the twenty trading days following a capital increase;
7. resolves that the options to subscribe for and purchase ordinary shares granted pursuant to this authorization shall be exercised within a maximum period of ten years from the grant date;
8. notes that this authorization entails, for the benefit of beneficiaries of the options to subscribe for, the express waiver by shareholders of their preferential subscription rights for ordinary shares that will be issued as and when the options are exercised. The capital increase resulting from the exercise of options will be definitively performed upon notification that the options are to be exercised, accompanied by the subscription form and payment of the corresponding amount in cash or by offsetting receivables;
9. grants all powers to the Board of Directors, with the option to sub-delegate under the conditions provided for by law, to: set the dates on which options will be granted,
subject to the legal requirements and limits, define the performance criteria that corporate
executive officers of the Company must satisfy in order to exercise their options under the terms and conditions set forth in this resolution, and make all decisions within the scope of Article L. 225-185 of the French Commercial Code, determine the list of beneficiaries, the number
of options granted to each one within the limits of this resolution, and the conditions for exercising the options, set the period of validity of the options, it being
specified that the options must be exercised within a maximum of ten years, set the dates or periods for exercising the
options, it being specified that the Board of Directors may (a) bring forward the dates or periods for exercising the options, (b) allow the options to continue to be exercised or (c) change the dates or periods on or during which the shares obtained by exercising the options cannot be sold or converted to bearer shares, establish the conditions for exercising the
options and in particular limit, suspend, restrict or prohibit (a) the exercise of the options or (b) the sale of the ordinary shares obtained by exercising the options during certain periods or following certain events, its decision potentially (i) concerning some or all of the options and (ii) concerning some or all of the beneficiaries; such conditions may include clauses that prohibit the options from being exercised during one or more periods, as well as clauses prohibiting the immediate resale of some or all
of the ordinary shares, provided that the retention period does not exceed three years from the date on which the option was exercised, set the vesting date, retroactive or otherwise,
of the new ordinary shares resulting from the exercise of stock options, take, in the cases provided for by law, the
measures necessary to protect the interests of beneficiaries of the options under the conditions set forth in Article L. 228-99 of the French Commercial Code, more generally, enter into all agreements,
prepare all documents, record capital increases following the exercise of options, amend the Articles of Association accordingly, undertake all formalities necessary for the listing of the securities issued, file any official declarations and otherwise do whatever may be necessary, record, with the option to sub-delegate under
the conditions provided for by law, subject to the legal conditions, the number and amount of ordinary shares issued following the exercise of stock options and make the necessary amendments to the Articles of Association regarding the amount of share capital and number of shares that represent it, if necessary, apply for the new ordinary shares to be admitted to trading on Euronext Paris or any other regulated market, undertake all formalities and file all official declarations and, at its sole discretion and where it sees fit, deduct the capital increase fees from the amount of premiums relating to such transactions and deduct from this amount the appropriations necessary to establish the legal reserve, and in general do whatever may be necessary, in the event that the options to subscribe for
and/or purchase ordinary shares are granted to persons domiciled or resident abroad or to persons domiciled or resident in France but subject to foreign tax arrangements, adapt the conditions applicable to the options to subscribe for and/or purchase ordinary shares to render them conform with the provisions of the relevant foreign law and ensure the best possible tax treatment; for this purpose, at its discretion, adopt one or more sub-plans for the different categories of beneficiaries referred to in this resolution subject to foreign law where relevant.
Pursuant to Article L. 225-184 of the French Commercial Code, the Board of Directors will prepare a special report each year to inform shareholders at the Annual General Meeting of the transactions performed under Articles L. 225-177 et seq. of the French Commercial Code.
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This authorization is given for a period of thirty-eight months from the date of this meeting and in respect of the unused portion supersedes any previous authorization with the same purpose.
TWENTY-FIFTH RESOLUTION (Delegation of powers to the Board of Directors to issue shares and/or securities giving access to the share capital in exchange for contributions in kind made to the Company, without preemptive subscription rights for shareholders)
The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having considered the Board of Directors’ report and the Statutory Auditors’ special report and in compliance with Article L. 225-147, paragraph 6, of the French Commercial Code: 1. delegates to the Board of Directors, with the
option to sub-delegate in the conditions stipulated by law, the powers necessary to proceed, based on the Statutory Auditors’ report on the contributions referred to in paragraphs 1 and 2 of Article L. 225-147, with the issue of (i) shares of the Company, (ii) securities that are equity securities giving access by any means, immediately and/or in the future, to other equity securities of the Company, or (iii) securities that are debt securities likely to give access or giving access, immediately and/or in the future, to equity securities of the Company, to be issued in exchange for the contributions in kind made to the Company, when the provisions of Article L. 225-148 of the French Commercial Code do not apply;
2. resolves that the maximum nominal amount of capital increases that may be made immediately and/or in the future pursuant to this delegation of powers is set at 10% of the Company’s share capital as of the date of this meeting, and will count towards the limit of €4,000,000 stipulated in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015;
3. notes that: a) the Company’s shareholders shall not have
preemptive rights to subscribe to the shares and/or securities issued pursuant to this delegation of powers, which may only be used as consideration for contributions in kind made to the Company under this resolution,
b) this delegation of powers automatically entails a waiver by shareholders of their preemptive rights to the shares to which they could be entitled as a result of the securities issued pursuant to this delegation of powers;
4. resolves that the Board of Directors may not, without prior authorization of the General Meeting, make use of this delegation of powers after a third party has filed a public tender offer for the Company’s shares and until the end of the offer period;
5. resolves that the Board of Directors will have full powers, with the option to sub-delegate under the conditions stipulated by law, to implement this resolution, and in particular to: define the nature and number of shares and/or
securities to be created within the limits laid down by this resolution, their features and the terms of their issue, decide whether to approve the Statutory Auditors’ report on the contributions referred to in paragraphs 1 and 2 of Article L. 225-147, the valuation of the contributions and the granting of special benefits, record the completion of capital increases
carried out pursuant to this delegation of powers, make the corresponding amendments to the Articles of Association, undertake all formalities and declarations and apply for any authorization that might be necessary to finalize such contributions.
This delegation is granted for a period of twenty-six months from the date of this meeting and in respect of the unused portion supersedes any previous delegation with the same purpose.
RESOLUTION WITHIN THE SCOPE OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING
TWENTY-SIXTH RESOLUTION (Powers to carry out formalities) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, grants all powers to the bearer of a copy or excerpt of the minutes of this meeting for the purpose of completing all filings and formalities required by law.
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INFORMATION CONCERNING THE CANDIDATES FOR THE BOARD OF DIRECTORS
DIRECTORSHIP’ RENEWALS (PROPOSED TO THE ANNUAL GENERAL MEETING)
Yves GUILLEMOT
DATE OF BIRTH: July 21st, 1960 NATIONALITY: French NUMBER OF SHARES OF THE
COMPANY: 988,567 DIRECTOR SINCE 02/28/88 EXPIRY OF TERM OF OFFICE
03/31/16 MAIN POSITION IN THE
COMPANY: Chairman and Chief Executive Officer MAIN POSITION HELD OUTSIDE
THE COMPANY: Director and Executive Vice President of Guillemot Brothers SE (United Kingdom)
BACKGROUND Fresh out of business school, Yves Guillemot and his brothers embarked on an adventure in the nascent video game industry and founded Ubisoft in 1986. Early on, Yves understood that creating original content in-house and growing proprietary brands would be key to Ubisoft’s success. His vision to use technological breakthroughs as an opportunity to innovate, create brands and win over market share proved hugely successful over the years. With a strong focus on organic growth and efficiency, he has developed an organization recognized for its unrivalled collaborative mindset and for being highly competitive, with over two thirds of production based in cost-competitive countries. Yves has led Ubisoft’s evolution over the years with player engagement at the core of the company’s development. Ubisoft is one of the pioneers and a leader of the open world genre, which has become one of the industry’s most popular gaming segments. Ubisoft also develops successful multiplayer games and delivers state-of-the-art live operations that engage fans in the long term. Under Yves’ tenure, Ubisoft launched three of the world’s four best new videogame brands of all time ─ with Tom Clancy’s The Division leading the way ─ a remarkable achievement. The company’s unique capacity as a creator of blockbuster entertainment franchises has created massive value for Ubisoft’s shareholders. As the owner of its brands, Ubisoft today is in a unique position to broaden its franchises’ reach to a much wider audience through movies, TV shows, theme parks and consumer products. Under Yves’ direction, the company is taking an innovative approach by keeping creative control over its major projects ─ a first in the industry ─ to ensure consistency with the franchises’ DNA. Over the past 30 years Yves has led Ubisoft in its evolution from a local video game distributor, to a global entertainment leader. Yves has grown alongside the industry and has a deep understanding of what it takes to survive in a fast-moving, high-risk environment, at the crossroads of creation and technological disruption. His strong business acumen is sought out by multinationals such as Lagardère and Rémy Cointreau where he sits respectively on the Supervisory Board and on the Board of Directors. He was named Entrepreneur of the Year by Ernst & Young in 2009, and Glassdoor elected him one of the Top 3 most beloved CEOs in France in 2015. OTHER OFFICES HELD OTHER POSITIONS WITHIN THE GROUP AS AT 08/31/2016 FRANCE Chairman of Ubisoft Annecy SAS, Ubisoft EMEA SAS, Ubisoft France SAS, Ubisoft International SAS, Ubisoft Montpellier SAS, Ubisoft Motion Pictures Rabbids SAS, Ubisoft Motion Pictures Assassin’s Creed SAS, Ubisoft Motion Pictures Splinter Cell SAS, Ubisoft Paris SAS, Ubisoft Production Internationale SAS, Nadéo SAS, Owlient SAS, Ubisoft Creation SAS, Ivory Tower SAS General Manager of Ubisoft Learning & Development SARL, Ubisoft Motion Pictures SARL, Script Movie SARL, Ubisoft Mobile Games SARL, Ubisoft Paris – Mobile SARL, Ivory Art & Design SARL
ABROAD General Manager of Blue Byte GmbH (Germany), Ubisoft GmbH (Germany), Ubisoft EooD (Bulgaria), Ubisoft Studios Srl (Italy), Ubisoft Entertainment SARL (Luxembourg), Ubisoft Sarl (Morocco) Chairman and director of Ubisoft Entertainment Inc. (Canada), Ubisoft Music Publishing Inc. (Canada), Hybride Technologies Inc. (Canada), Ubisoft Toronto Inc. (Canada), Ubisoft Nordic A/S (Denmark), Ubisoft Entertainment India Private Ltd (India), Ubi Games SA (Switzerland), Red Storm Entertainment Inc. (United States), Ubisoft L.A. Inc. (United States), Ubisoft CRC Ltd (United Kingdom) Vice-Chairman and director of Ubisoft Inc. (United States) CEO and director of Ubisoft Emirates FZ LLC (United Arab Emirates) Executive Director of Shanghaï Ubi Computer Software Co. Ltd (China), Chengdu Ubi Computer Software Co. Ltd (China)
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Director of Ubisoft Pty Ltd (Australia), Ubisoft SA (Spain), Ubi Studios SL (Spain), Ubisoft Barcelona Mobile
SL (Spain), Ubisoft Ltd (Hong Kong), Ubisoft SpA (Italy), Ubisoft KK (Japan), Ubisoft Osaka KK (Japan), Ubisoft BV (Netherlands), Ubisoft Srl (Romania), Ubisoft Ltd (United Kingdom), Ubisoft Reflections Ltd (United Kingdom), Red Storm Entertainment Ltd (United Kingdom), Ubisoft Singapore Pte Ltd (Singapore), Ubisoft Entertainment Sweden A/B (Sweden), RedLynx Oy (Finland), Future Games of London Ltd (United Kingdom) OTHER POSITIONS OUTSIDE THE GROUP AS AT 08/31/2016 FRANCE Director of Rémy Cointreau SA, AMA SA Member of the Supervisory Board of Lagardère SCA Chief Executive Officer of Guillemot Brothers SAS Executive Vice President of Guillemot Corporation SA
ABROAD Director and Executive Vice President of Guillemot Brothers SE (United Kingdom), AMA Corporation Ltd (United Kingdom) Director of Guillemot Inc. (Canada), Guillemot Inc. (United States), Guillemot Ltd (United Kingdom) Director of Advanced Mobile Applications Ltd (United Kingdom) EXPIRED POSITIONS WITHIN THE GROUP (LAST FIVE FINANCIAL YEARS) FRANCE Chairman of Ubisoft Books & Records SAS, Ubisoft Organisation SAS, Ubisoft World SAS, Ubisoft Motion Pictures Far Cry SAS, Ubisoft Motion Pictures Ghost Recon SAS General Manager of Ubisoft Counsel & Acquisitions SARL, Ubisoft EMEA SARL, Ubisoft Market Research SARL, Ubisoft Marketing France SARL, Ubisoft Talent Management SARL, Ubisoft Services SARL
ABROAD Chairman and director of Ubisoft Vancouver (Canada), Ubisoft Canada Inc. (Canada), Ubiworkshop Inc. (Canada), Quazal Technologies Inc. (Canada), Ubisoft Music Inc. (Canada), 9275-8309 Quebec Inc. (Canada), Ubisoft Studio Saint-Antoine Inc. (Canada), Ubisoft Holdings Inc. (United States) Chairman of Ubisoft LLC (United States) General Manager of Ubisoft GmbH (Germany), Spieleentwicklungskombinat GmbH (Germany), Related Designs Software GmbH (Germany), Max Design Entertainment Software Entwicklungs GmbH (Austria) Director of Ubisoft Sweden A/B (Sweden) Alternate member of the Liquidation Committee and Chairman of Ubisoft Norway A/S (Norway) EXPIRED POSITIONS OUTSIDE THE GROUP (LAST FIVE FINANCIAL YEARS) FRANCE Executive Vice President and director of Guillemot Brothers SE, Gameloft SE Director of Guillemot Corporation SA
ABROAD Director of Gameloft Divertissements Inc. (Canada), Gameloft Live Développements Inc. (Canada)
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Gérard GUILLEMOT
DATE OF BIRTH: July 14th, 1961 NATIONALITY: French NUMBER OF SHARES OF THE
COMPANY: 535,659 DIRECTOR SINCE 02/28/88 EXPIRY OF TERM OF OFFICE
03/31/16 MAIN POSITION IN THE
COMPANY: Executive Vice President and director MAIN POSITION HELD OUTSIDE
THE COMPANY: Chairman of Longtail Studios Inc. (United States)
BACKGROUND Gérard Guillemot is the President and CEO of Longtail Studios, which he founded in 2003. Longtail Studios develops console games for a family-oriented audience. In 2000, Gérard founded the game developer Gameloft, whose initial focus was to operate a platform for the emerging PC online gaming community. When Ubisoft was created, Gérard led its editorial content and managed the development teams. He actively encouraged the company to create its own franchises – now a key differentiator for Ubisoft, which offers long-term visibility and security to shareholders. He was also responsible for Ubisoft’s expansion into North America, one of the world’s biggest video-game markets. Gérard Guillemot co-founded Ubisoft in 1986. He is head of Ubisoft Motion Pictures, the film division of Ubisoft. He also sits on the Board of Directors and is Executive Vice President of Publishing for Ubisoft Entertainment SA. He brings to the Board 30 years of experience in the videogame industry. Deeply rooted in the USA, he brings to the Board his understanding of emerging opportunities such as social media and online communities. Gérard Guillemot graduated from EDHEC business school. He is a French national and has been living in the USA for over 15 years. OTHER OFFICES HELD OTHER POSITIONS WITHIN THE GROUP AS AT 08/31/2016 N/A OTHER POSITIONS OUTSIDE THE GROUP AS AT 08/31/2016 FRANCE Executive Vice President and director of Guillemot Corporation SA Director of AMA SA Chief Executive Officer of Guillemot Brothers SAS
ABROAD Chairman of Longtail Studios Inc. (United States), Longtail Studios Halifax Inc. (Canada), Longtail Studios PEI Inc. (Canada), Studios Longtail Québec Inc. (Canada) Director of Guillemot Inc. (Canada), Guillemot Inc. (United States), Guillemot Ltd (United Kingdom) Director of Advanced Mobile Applications Ltd (United Kingdom) Director and Executive Vice President of Guillemot Brothers SE (United Kingdom), AMA Corporation Ltd (United Kingdom) EXPIRED POSITIONS WITHIN THE GROUP (LAST FIVE FINANCIAL YEARS) N/A EXPIRED POSITIONS OUTSIDE THE GROUP (LAST FIVE FINANCIAL YEARS) FRANCE Executive Vice President of Gameloft SA Executive Vice President and director of Guillemot Brothers SE, Gameloft SE ABROAD Director of Gameloft Inc. (United States), Gameloft Divertissements Inc. (Canada), Gameloft Live Développements Inc. (Canada)
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APPOINTMENTS (PROPOSED TO THE ANNUAL GENERAL MEETING)
Florence NAVINER
DATE OF BIRTH: March 10th, 1963 NATIONALITY: French NUMBER OF SHARES OF THE
COMPANY: 1 MAIN POSITION IN THE
COMPANY: N/A MAIN POSITION HELD OUTSIDE
THE COMPANY: Service and Finance Vice-President and Chief Financial Officer, Wrigley Jr Company
BACKGROUND Florence Naviner is currently Chief Financial Officer and Senior Vice President of Wrigley, a multinational company and subsidiary of Mars, Incorporated. Florence Naviner joined Mars in 1992 and brings to Ubisoft more than 30 years of experience in different financial and strategic management positions within the consumer goods industry. Based in Chicago, she leads Wrigley’s global Finance team and co-pilots the implementation of Wrigley’s global strategy and its operations. She is also responsible for tax matters, corporate consolidation and treasury. From 2011 to 2012, as Mars Financial Services Vice President, she designed and implemented a global strategy to deploy a shared financial services center for Mars, Incorporated. Florence Naviner has also gained a solid international experience, having served as Chief Financial Officer of Mars Petcare for Europe, Finance Vice President of Mars in China between 2006 and 2008 as well as Finance Vice President of Mars Petcare in the USA from 2008 to 2011. She has particularly driven business turnarounds, piloted cost competitiveness programs and oversaw the creation of synergies in post-acquisition periods. Florence Naviner started her career at Arthur Andersen in Paris in 1985. Florence Naviner graduated from the HEC Business School Paris and possesses a DESCF degree in accounting. PROFESSIONAL REFERENCES AND ACTIVITIES HELD IN OTHER COMPANIES DURING THE LAST FIVE YEARS
July 2011 – April 2012 : Service and Finance Vice-President, Mars Financial Services April 2012 – today : Service and Finance Vice-President, Wrigley Jr Company
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Frédérique DAME
DATE OF BIRTH: December 27th, 1975 NATIONALITY: French and American NUMBER OF SHARES OF THE
COMPANY: 1 MAIN POSITION IN THE
COMPANY: N/A MAIN POSITION HELD OUTSIDE
THE COMPANY: Business angel
BACKGROUND Frédérique Dame has over 15 years of experience at some of the world’s most innovative and cutting-edge companies, such as Uber, which she joined in its very beginnings. Today, Frédérique Dame is an angel investor and invests in start-ups and digital technologies in Silicon Valley. Throughout her career at different US-based digital companies, Frédérique Dame has developed a unique expertise for launching consumer products and services. Between 2012 and 2016, she helped scale Uber from 80 people to over 7,000 and expand the company from 14 cities in four countries to over 400 in 68 countries. At Uber, she also spearheaded two strategic programs: the “Driver Experience”, allowing private drivers to become part of Uber’s network on a global scale, as well as the “Employee Experience”, aimed at automatizing the internal systems in order to improve productivity and the collaboration of Uber’s international teams. Previously, Frédérique Dame contributed to the development of Yahoo!, being in charge of their products’ social strategy between 2004 and 2008. She joined Photobucket in 2009, then Smugmug, two online photo-sharing products for which she implemented monetisation and audience growth strategies. Frédérique Dame holds a Master in Spacecraft Technology and Satellite Communications from University College London and a Bachelor and Master in Telecommunications Engineering from Télécom SudParis. She is based in San Francisco and has dual US and French citizenship. PROFESSIONAL REFERENCES AND ACTIVITIES HELD IN OTHER COMPANIES DURING THE LAST FIVE YEARS 2011 – 2012 : Product Consultant, Frederique Dame Consulting 2012 – 2016 : Product manager, Uber 2016 – today : Business angel
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REQUEST FOR DELIVERY OF DOCUMENTS AND INFORMATION Article R. 225-83 of the French Commercial Code
Help us to protect the environment by using less printed paper The documents made available to Shareholders can be viewed and downloaded (Article R. 225-73-1 of the French Commercial Code) from the following website: www.ubisoftgroup.com – Group – Investors Center – General Meeting – 2016.
However if you still wish to receive them by post mail, please fill in, sign and return this form to: UBISOFT ENTERTAINMENT SA - Service Titres - Isabelle Genouël ([email protected]/Fax: +33 (0) 2 99 93 20 68) - 107, avenue Henri Fréville - CS 10704 - 35207 RENNES CEDEX
Last name (or corporate name): ..............................................................................................................................
First name: ...............................................................................................................................................................
Owner of …………….. shares UBISOFT ENTERTAINMENT SA :
registered * :
and/or
bearer (attach a copy of the certificate of registration issued by the authorized financial intermediary)
Hereby request that I be sent the documents and information relating to the Combined General Meeting to be held on Thursday, September 29th, 2016, as specified in Article R. 225-83 of the French Commercial Code, under the following support :
□ printed materials, to the above postal address
□ by mail, to the above email address
Signed in ........................................., On ...................................................
Signature * Notice: Pursuant to Article R. 225-88 of the French Commercial Code, registered shareholders may ask the Company through a single
request that the documents and information set forth under R. 225-81 and R. 225-83 of the French Commercial Code be sent to them for all subsequent shareholders’ Meeting.
