UNIVERSALREGISTRATIONDOCUMENT
a n d A n n u a l F i n a n c i a l Re p o r tContents
1
2

3
4
5

Message from the Chairman
and Chief Executive Officer

3

KEY FIGURES

5

1.1

Quarterly and annual consolidated sales

6

1.2

Sales by platform (net bookings)

7

1.3

Sales by geographic region (net bookings)

8

GROUP PRESENTATION

9

2.1

10

Group business model and strategy

2.2

History14

2.3

Highlights

15

2.4

Subsidiaries and equity investments

17

2.5

Research and development, investment
and financing policy

19

2.6

2021-2022 performance review (non-IFRS
data)

21

2.7

Outlook

24

RISKS AND INTERNAL CONTROL
Risk factors

26

3.2

Risk management and internal control
mechanisms

37

45

4.1

Corporate governance

46

4.2

Compensation of corporate officers

91

CORPORATE SOCIAL RESPONSIBILITY

7

25

3.1

CORPORATE GOVERNANCE REPORT

6

127

8
9

FINANCIAL STATEMENTS

179

6.1

Consolidated financial statements for the year
ended March 31, 2022

180

6.2

Statutory auditors’ report on the consolidated
financial statements

236

6.3

Separate financial statements of Ubisoft
Entertainment SA for the year ended
March 31, 2022

242

6.4

Statutory auditors’ report on the separate
financial statements

270

6.5

Statutory auditors’ special reporton regulated agreements and commitments

275

6.6

Ubisoft Entertainment SA results
for the past five financial years

276

INFORMATION ON THE COMPANY
AND ITS CAPITAL

277

7.1

Legal information

278

7.2

Share capital

282

7.3

Share ownership

288

7.4

Securities market

292

7.5

Additional information

297

2022 GENERAL MEETING

299

8.1

2022 General Meeting agenda

300

8.2

Presentation and text of draft resolutions

301

CROSS-REFERENCE TABLES, SASBREPORTING AND EU TAXONOMY

325

Cross-reference table of the Universal Registration
Document

326

Annual financial report cross-reference table

328

5.1

Methodology note on employee-related,environmental and societal reporting

128

5.2

Management report cross-reference table

329

Corporate social responsibility governance

132

5.3

Offering a customized gaming experiencethat enriches players’ lives beyond pureentertainmentStatement of non-financial performance (DPEF)
cross-reference table

330

138

Corporate governance report cross-reference table

332

5.4

Acting as a responsible employer

142

5.5

Developing our local anchorage

151

Cross-reference table for the AMF tables
on corporate officer compensation

333

5.6

Optimizing our environmental impact

157

SASB reporting

334

5.7

Duty of care plan169

SDG dashboard

337

5.8

Report of the independent third-party
organization on the verification of consolidated
non-financial performance statement includedin the management report

Table of risks

341

Application of the EU taxonomy to Ubisoft
Entertainment SA’s business activities

345

175
In the table of contents, the componentsof the annual financial report are identified
by the pictogram
In the table of contents, the componentsof the Statement of non-financial performance
are identified by the pictogram

1
2

UNIVERSALREGISTRATIONDOCUMENT

345
6AND ANNUAL FINANCIAL REPORT78The Universal Registration Document was filed on June 14, 2022 with the Autorité des Marchés Financiers (AMF – the French
Financial Markets Authority), the competent authority in this respect under Regulation (EU) 2017/1129, without any prior approvalrequirement, as set out in article 9 of said regulation.

9

The Universal Registration Document may be used for the purpose of a public offering of securities or their admission to trading ona regulated market if it is supplemented with a securities note and, where applicable, a summary and all amendments made to the
Universal Registration Document. This set of documents is then approved by the AMF in accordance with Regulation (EU)2017/1129.

The Universal Registration Document is a copy of the french official version of the Universal Registration Document established in
xHTML format and available on the issuer‘s website.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

1

CONTENTS

2UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTSMESSAGE FROM THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
Yves Guillemot

Over the past year, despite meaningful challenges we haveprogressed on key strategic priorities, including growing ourmajor brands and proprietary technologies, building an
increasingly recurring business, and implementing profoundtransformation of our organization. As an organization, we havedemonstrated that we can rely on dependable brands,
production and technology assets which are stronger than everat a time when the value of assets has never been so high.
Our full-year performance was built on many brands andcontent, across new releases and back-catalog, as well as ourcapacity to increasingly leverage the competition among
platforms through high-value partnerships. Our three biggest
brands, Assassin’s Creed, Far Cry and Rainbow Six, eachdelivered well over 300 M€ of net bookings, a first in Ubisoft’s
history, reflecting Assassin’s Creed Valhalla’s stellar
performance, Far Cry’s best year ever and the expansion of the
Rainbow Six universe. Back-catalog revenues were up 11% andrepresented more than 50% of total net bookings for the fourthconsecutive year.
If we look back at the past two years, they have arguably beenquite intense for the world, for our industry and for Ubisoft. We
have seen a meaningful increase in competition, with growing
player expectations and an abundance of high-quality content.
Simultaneously, the Covid crisis has led to major production
challenges across the industry that have caused more than
30 premium titles being delayed in calendar year 2021 alone
and, while clear productivity improvements are being made,every month continues to see major content postponed. These
production challenges have been exacerbated over the past
12 months by The Great Reshuffle trend that has been
impacting all industries across the world.
Despite all this, we have delivered the biggest line-up of quality
content in the industry. At the same time, we have beenthoroughly transforming our organization in order tosuccessfully seize the many great opportunities our fastevolving industry has to offer and continue to deliver
outstanding experiences to players. We appointed new leadersacross the company, expanded our Executive Committee, andcontinued building best-in-class governance. We have also
evolved our decision-making process for managing our
productions’ capital allocation, with a close collaboration
between the Brand Portfolio Management, Editorial, Production
Project Management and the Studio Operations teams. This
new framework is destined to:■ define each brand’s DNA and market opportunities;■ create long-lasting meaningful experiences that will fulfil
players rising expectations for self-expression and social
experiences;■ elaborate a new global set of KPIs and processes to deliver
even more predictability in Ubisoft’s productions.

(1)

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

1
2

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

3
4
5

We are now entering a new multi-year phase of significant
topline growth, driven by the meaningful expansion of ourtalent force over the past five years to:■ grow our biggest franchises thanks to ambitious roadmaps
to bring them to new heights with notably four promisingmobile games under development;

6■ expand meaningfully our portfolio;■ and continue building an increasingly recurring business.
We have been working on the biggest pipeline in Ubisoft’s
history through a mix of highly ambitious premium games,
multiplatform Free-to-Play experiences to reach significantly
wider audiences, new internally developed brands as well as
titles based on massive entertainment brands licenses.

7

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

89

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

Subject to shareholder approval on the appointment of Claude FranceUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

3

CONTENTS

4UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

1

CONTENTSKEY
FIGURES

1
2
3

1.1

QUARTERLY AND ANNUALCONSOLIDATED SALES

6

1.2

SALES BY PLATFORM(NET BOOKINGS)

7

1.3

SALES BY GEOGRAPHIC REGION(NET BOOKINGS)

4

8

5
6
7
8
9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

5

1

CONTENTSKEY FIGURES

u Quarterly and annual consolidated sales

1.1

QUARTERLY AND ANNUAL CONSOLIDATED SALESNET BOOKINGS(in € millions)

TOTAL EXERCICE

2021-2022

2,128

1,001

2020-2021
2,241

410

326

1st quarter

746

345

664
485

392

2nd quarter3rd quarter2020-2021

4th quarter

2021-2022(in € millions)2021-2022

2020-2021

Change atcurrent
exchange rates

1st quarter

326

410

-20.5%

2nd quarter

392

345

13.8%

14.1%

3rd quarter

746

1,001

-25.5%-26.1%Net bookings (1)4th quarter
FINANCIAL YEAR TOTAL

Change atconstant
exchange rates (2)-17.4%

664

485

37.0%

33.7%

2,128

2,241

-5.0%

-5.4%

(1) Net bookings are defined in section 2.6.1(2) Net bookings at constant exchange rates are calculated by applying to the data for the period under review the average exchange rates used for the same periodof the previous financial year(in € millions)2021-2022

2020-2021

Change atcurrent
exchange rates

1st quarter

353

427

-17.4%

2nd quarter

399

330

20.9%

21.1%

3rd quarter

666

965

-31.0%-31.8%IFRS 15 Sales

4th quarter
FINANCIAL YEAR TOTAL*

6

Change atconstant
exchange rates *-14.2%

708

502

41.1%

38.0%

2,125

2,224

-4.4%

-4.8%

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

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

KEY FIGURES

Sales by platform (net bookings) t

1.2

SALES BY PLATFORM (NET BOOKINGS)
65%

60%

23%

26%

1
8%

ConsolesPC

9%

Mobile2020-2021

*

1

4%

5%

2

Others *2021-2022

Derivatives, etc.

3
4
5
6
7
8
9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

7

1

CONTENTSKEY FIGURES

u Sales by geographic region (net bookings)

1.3

SALES BY GEOGRAPHIC REGION (NET BOOKINGS)

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

1,094
815

TOTAL WORLD

2021-2022

1,026

2,128

2020-2021
2,241

771

332

EuropeNorth America
2020-2021

8

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

2021-2022

332

Rest of the world

2
2.1

CONTENTSGROUPPRÉSENTATIONDU
PRESENTATIONGROUPE

1
2
3

GROUP BUSINESS MODEL
AND STRATEGY

10

2.2

HISTORY

14

2.5.1 Research and development policy
2.5.2 Investment policy

19

2.3

HIGHLIGHTS

15

2.5.3 Financing policy

20

2.3.1 Financial year highlights

15

2.3.2 Post financial year highlights

16

2.6

21

2.4

SUBSIDIARIES AND EQUITYINVESTMENTS

17

2.4.1 Investments during the financial year

17

2.4.2 Business activities of subsidiaries

17

2.4.3 Simplified organization chart

18

2.5

RESEARCH AND DEVELOPMENT,INVESTMENT AND FINANCING
POLICY2021-2022 PERFORMANCEREVIEW (NON-IFRS DATA)

192.6.1 Definition of non-IFRS financial
Indicators

21

2.6.2 Changes in the income statement(unaudited)22

2.6.3 Change in non-IFRS WCR and non-IFRS
net cash position

23

2.7

24

OUTLOOK

4

19

5
6
7
8
9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

2

CONTENTSGROUP PRESENTATIONu Group business model and strategy

2.1

GROUP BUSINESS MODEL AND STRATEGY

Ubisoft is a leader in the video game industry. the Group ’s main
business activities are centered around the production,
publishing, distribution and “operation” of video games forconsoles, PC and smartphones. Ubisoft stands out thanks to aunique production organization which enables the Group tocontinue creating successful new brands, to hold all of its mostsignificant franchises, and to release high quality new content
and games on a regular basis. This strategy has enabled Ubisoft
to grow strongly and organically, while significantly increasing therecurrence of its revenues. Taking advantage of these assets, theGroup has considerably transformed and expanded its portfolio offranchises, which now focus more on long-term player
engagement: Assassin’s Creed®, The Crew®, Far Cry®, For
Honor®, Just Dance®, Immortals Fenyx Rising™, Mario +Rabbids®, Riders Republic®, Tom Clancy’s Ghost Recon®, Tom
Clancy’s Rainbow Six®, Tom Clancy’s The Division® and Watch
Dogs®.
Moreover, with the strong growth in its digital business in recent
years, Ubisoft has managed to successfully transform its
economic model. Thanks to the depth of its portfolio offranchises, the ownership of its brands and studios, the leading
production team among the industry’s “pure players”, its cuttingedge technologies and a culture which is profoundly focused onlong-term sustainability, innovation and cooperation, the Group
provides a sustainable environment for ensuring the fulldevelopment of its talents, and for creating long-term value for its
shareholders. Player communities are at the very heart of ourgames and the digital transformation seen in the last 10 years has
enabled Ubisoft to establish a direct relationship with thesegroups. Ubisoft is committed to creating gaming experiences thatenhance players’ lives and environments in which they can fully
enjoy the gaming experience with their friends in complete
safety. This requires:■ the creation of games that offer more than just entertainment:• with Assassin’s Creed, players can immerse themselves inhistory by traveling back to the time of the Viking raids in
England, the Crusades, the Italian Renaissance, theAmerican or French revolutions, the industrial revolution
during the reign of Queen Victoria, and even ancient Egypt
or ancient Greece. They can also interact with famous
individuals such as Leonardo da Vinci, Napoleon, George
Washington, Cleopatra or Socrates, etc.,• Just Dance is a fitness game to be enjoyed by the wholefamily today,• games such as The Division, Ghost Recon, and Rainbow
Six require players to develop tactical and cooperativeskills,• open-world games such as Far Cry®, Riders Republic,
The Crew®, Watch Dogs® or Immortals Fenyx Rising offer
players the freedom to define their own experience,• Ubisoft ensures that diversity is well represented in its
games, including Assassin’s Creed Freedom Cry,
Assassin’s Creed Odyssey, Beyond Good & Evil, Child ofLight, Far Cry 6®, Prince of Persia, Rainbow Six Siege,
Watch Dogs® 2,

10

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22• in addition, some Ubisoft games touch on a wide range ofsubjects including autism, slavery, or the experiences ofcombat troops in the First World War through the letterssent by soldiers,• Dig Rush™, a game developed jointly with doctors, helps
treat amblyopia (an eye condition),• Rocksmith® is an excellent way of learning to play guitar,• and awards won for Discovery Tour: Ancient Egypt at the2019 Game for Change awards, Rabbids Coding at the2020 Games for Change awards, and Anno 1800 winning
the UNEP Choice at the 2021 Green Game Jam;■ the adoption of monetization and engagement policies that
respect the player experience and are sustainable in the longterm. At Ubisoft, the golden rule when developing AAA
games is to allow players to enjoy the game in full without
having to spend more. Our monetization offer within premium
games makes the player experience more fun by allowing
them to personalize their avatars or progress more quickly,
however this is always optional;■ the development of a safe player environment. Ubisoft isconstantly investing in the implementation of efficientsolutions for the protection of player privacy and data and toprevent toxic behavior online.
With growth that has been mainly organic over the more than
35 years of its existence, Ubisoft has placed its teams at the very
heart of its value creation process. The Group’s long-term
potential depends substantially on its capacity to attract andretain the best talent in a highly competitive environment.
Building on these achievements, the Group strives to constantly
improve and adapt its organization to offer a safe and inclusive
working environment so that its teams can learn, express theirfull potential and perform to the best of their ability. Ubisoft
therefore makes a point of promoting and enriching a strong
corporate culture:■ focused on innovation;■ with a long-term approach in order to give its teams theopportunity to bring their visions to life and adapt to changes
in the market;■ by providing a stimulating working environment in which eachindividual is respected;■ by promoting the diversity its teams;■ by developing autonomy to ensure each team is able to thrive,
fulfill its potential, and constantly improve its processes;■ by encouraging efficient cooperation, based on the sharing ofskills, know-how, and technology;■ with particular attention being paid to individual and collective
well-being and within teams.
Over the coming years, Ubisoft will benefit from numerous solid
drivers of growth thanks to the strong investments it has made inrecent years, which have enabled it to build the richest pipeline ofpremium and free-to-play games in its history.

CONTENTS

GROUP PRESENTATIONGroup business model and strategy t

The Group will also benefit from the strong growth potential ofthe mobile and PC segments and the growing footprint of eSports. The potential generated by these opportunities must bebalanced against certain risks, such as regulatory risks in China inparticular, and those related to gaming time and monetization.
Ubisoft monitors these topics closely in order to remain fullycompliant with the rules in force and offer players a positive
experience. New methods of gaming and forms of monetization
have emerged in recent years on PCs and consoles, Ubisoft’s
traditional segments. This is the case in particular with regard to
the “free-to-play” and subscription options which, in parallel withthe “premium” model, offer the possibility of reaching a wider
and more diverse public and strengthening player engagement.
This means that Ubisoft’s games must be sufficiently flexible so
as to adapt to these three forms of monetization (premium, freeto-play, and subscription).

2

Video gaming is by far the largest entertainment industry in theworld and its growth will continue thanks to its uniquecharacteristics: interactivity, social links with communities, andthe fact that players are active rather than passive.
The development of this industry will continue to benefit fromnew technological developments and have an increasing impact
on people’s day-to-day lives. Ubisoft is ideally positioned tobenefit from this long-term trend, as it has already proven overthe last 35 years, due to its capacity to act with agility and react
quickly.
Thanks to the control of its brands, studios, technologies and its
unique enterprise culture which allows talented individuals todevelop and reach their full potential, a portfolio of rich and varied
franchises, and a profound wish to add value to players’ lives,
Ubisoft offers long-term visibility to its talents, its player
community, and its shareholders.

1

The video gaming industry has always grown throughtechnological progress and cloud computing is going to provide
developers with unprecedented calculation power which they will
use to create permanent worlds that are increasingly captivating,rich, interactive and immersive. However, while the potential
represented by cloud computing is significant, this does howeverraise questions as to the monetization model. Ubisoft will also
closely monitor the impact of streaming on the environment as it
necessitates intensive server use.

2
3

Trends/Outlook for Ubisoft’s business

Une digitalisation
Increasedaccruedigitalization
intégrant
variousincorporating
différents modèles
transaction
modelsde transaction(premium,(premium, Free-to-Play
free-to-playandsubscriptions)et abonnement)

Une généralisation
Mainstreaming
destitres « live »titles and
of et
live
contenus
additional
content
additionnels

4

Des
jeux
Games
pour
tous
for all player
les
profi
profi
lesls
de joueurs

Une expansion
Expansion
du jeuof multiplayerandmulti-joueurs
multimedia
games
et multi-supports

5

Création
Creationdemondesofpermanents
permanent
worldsand new
et de nouveaux
game
methodsmodes
de jeux

6

TRENDS/TENDANCES/OUTLOOKPERSPECTIVES

7

FOR UBISOFT’S
POUR
L’ACTIVITÉD’UBISOFT
BUSINESS

8
Opening
Ouverture
new markets
de ofnouveaux
marchés
(Asia,
etc.)(Asie,streaming,
streaming...)TechnologicaladvancesDes évolutions
improvingplayer experience
technologiques(Artificial Intelligence,
améliorantl’expérience
clouddescomputing,joueurs etc.)(Intelligence artificielle,
cloud computing…)

StrongpolicyUne politique
to attract
talents
forted’attractivité
des talents

Operation
Exploitationof brands
in newdes marques
segmentsetc.)
sur de(eSports,
nouveaux
segments (e-sport…)

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

11

2

CONTENTSGROUP PRESENTATIONu Group business model and strategy

OUR STRATEGY TO ENRICH
THE LIVES OF OUR PLAYERS
WHILE CREATING ORIGINAL AND
MEMORABLE GAME EXPERIENCES

Production

PLAYERCOMMUNITIESOperation

UR

Video games for consoles,
PCs and mobiles in digital and physical format

STRATEGY

Creation

Development of franchises with strong player commitment
to provide them with benefits through entertainment and much more.

Closer developer/player and communities relationships
More electronic, multiplayer and multimedia games,
leveraging new technologies and accessible to all
A protected environment, in which players’ personal data are protected,
building up solid relationships in the communities

12

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

GROUP PRESENTATIONGroup business model and strategy t

RESOURCES

2

VALUE CREATION FOR OUR STAKEHOLDERS

PLAYERSTo enrich the livesof players throughentertainment
and much moreHigh quality and diversified
games and experiences

 141 million active players
Games that promote strategic and collective thinking,learning, cognitive skills, etc.

Engaged player communities whoare stakeholders in our universes

 Brands recognized for their quality
and their relationships with their communities

Games tailored to the individual
permitting a positive andrisk-free experience Prevention of toxic behaviors and problematicgame usage
Monetization policy in premium games
which is exclusively optional
Data protection strengthened by the GDPR
Games accessible to people with disabilities

ECONOMIC AND STRATEGIC

2 All the main brands are wholly owned

Ownership of all our brands, studios
and key technologies

 Transformation of Assassin’s Creed ® into an
RPG franchise and of Rainbow Six ® into an e-sport game

Recognized agility and adaptability

Thanks toa corporate
culture focusedon the long-term,
creativity andinnovation1

 Net bookings: +22.9% over 5 financial years(FY17 through FY22)

Organic growth and targeted acquisitions
An R&D policy that incorporates
the most recent technological advances Streaming & Cloud Computing3

 Percentage of internal production
in total R&D expenses: 95%

Internalization of the vast majorityof the production

 50% independant directors
and 40% female directors

Independent directors that complements
the long-term presence of the founders
on the Board of directors

 Share of recurring revenue (back catalog): 67.0%
Share of digital revenue: 78.3%
Non-IFRS operating margin:
from 16.3% in FY17 to 19.1% in FY22

Transformation of the business model
toward more recurring activity (back catalog)
and more profitability (digitalization)

4

TALENTSA recognized employer brand to attract
and retain the best talent

A fulfilling work
environment

 Work-from-home hybrid approach
deployed throughout the Group

Hybrid and flexible working environments
to adapt to changes in society 33,2 % of team members completed training during
the year and 10 years of experience in inter-studiocooperative culture

A culture of transmission and collaboration
so that everyone can grow every day
An outstanding creative force and diverse
teams to offer worlds that are the reflectionof our world

Long-term
relationships withour business partners

5

 4,340 hires in FY22

6

 20,665 team members in 31 countries,
25.5% women and 113 nationalities

BUSINESS PARTNERS

7

 Lasting win-win relationships with Tencent, Google,
EPIC, Apple, Nintendo, Sony, Microsoft, Amazon,
Disney, etc.

Trusted partners
A responsible supply chain(i.e. for the manufacturingof derived products, etc.)

 Criteria focused on Human Rights in the selectionof partners

8

LOCAL SOCIO-ECONOMIC ECOSYSTEM

By developing
our local roots

Partnerships with local suppliers
Direct and indirect job creationin regions with high potential
A commitment to social causes
related to our business
Local charitable actions
Contribution to regional standing
through technology and culture

ENVIRONMENT

And by optimizing
our environmental
impactA commitment to contributeto global carbon neutrality
A decarbonization planfor our direct operations
Increasing digitizationof our products

 4,765 direct jobs and 2,175 indirect jobs
supported in Quebec in average per year Contribution to local ecosystems development
through 4 pillars: education, entrepreneurship,culture and environment9 University partnerships through La Forge in Canada,
China, France and Germany

 GHG sequestration projects with partners
 A quantified target for reducing our emissions
per employee by 2024
 Active participation in the Playing
for the Planet alliance

Inspire to commit to action
within our games allianceUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

13

2

CONTENTSGROUP PRESENTATION
u History

2.2

HISTORY

1986: Creation of Ubisoft
By the five Guillemot Brothers.

1989-1995: International expansion

Ubisoft opens its first sales and marketing subsidiaries in the
United States, Germany, and the United Kingdom, and its firstinternal development studios in France and Romania.
Launch in 1995 of Rayman®, Ubisoft’s first major franchise.

1996-2001: Internal growth and strategicacquisitions

Between financial years 2013 and 2022, the percentage of Net
Bookings Digital rose from 11.7% to 78.3%.
Studios opened in Chengdu (China) in 2007, Singapore and Kiev
in 2008, and Toronto in 2009. Launch in 2011 of the Motion
Pictures business. Studios opened in the Philippines and in
Belgrade in 2016, in Bordeaux, Berlin, Saguenay and Stockholm
in 2017, in India, Ukraine and Winnipeg in 2018, in Vietnam in
2019, and in Sherbrooke in 2021.

Flotation on the Paris stock exchange in 1996.

Acquisitions:

Opening of new studios including Shanghai in 1996 and Montreal
in 1997. Acquisition in 2000 of Red Storm Entertainment (TomClancy games) and acquisition in 2001 of Blue Byte Software.
This strategy powered Ubisoft into the world’s top 10
independent publishers in 2001.

■ the Tom Clancy name for video games and ancillary products,
the Massive Entertainment studio (Sweden) and Pune (India)
in 2008;

2002-2006: A development strategy
for owned franchises

Launch of Tom Clancy’s Ghost Recon®, Prince of Persia® and Tom
Clancy’s Splinter Cell®, acquisition of Driver® and Far Cry®
franchises.

2007-2022: A real creator of franchises
and acceleration of the digital businessUbisoft maintains its reputation as a key player. With Assassin’s
Creed®, Watch Dogs® and Tom Clancy’s The Division®, Ubisoft
achieved three of the best new brand launches in the history ofvideo gaming. During this period, Ubisoft also created the video
game series Just Dance® and the open-world game Immortals
Fenyx Rising.
The Group makes a major shift towards multiplayer franchiseswith the successful comeback of Tom Clancy’s Ghost Recon®
and Tom Clancy’s Rainbow Six® and the creation of For Honor®,
Riders Republic®, The Crew®, and Tom Clancy’s The Division®.

14

Launch in 2012 of Uplay, an online services platform (PC andconsoles) and distribution platform (PC), and extension of thisplatform in 2020 under the name Ubisoft Connect, in particular to
make cross-platform functionalities a standard for the future.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22■ the Nadeo studio in 2009;■ the Owlient studio, specializing in free-to-play games, andRedLynx, specializing in downloadable games in 2011;■ THQ Montreal and two specialists in free-to-play games:
Digital Chocolate (Barcelona) and Future Games of London in2013;■ the Ivory Tower studio (France) and the assets of Longtail
Halifax (Canada) in 2015;■ the publisher of the free-to-play Ketchapp mobile games andthe assets of the Leamington studio in 2016;■ the free-to-play mobile game Growtopia® in 2017;■ the 1492 Studio and Blue Mammoth Games, specialists infree-to-play games, in 2018;■ i3D.net, leader in hosting solutions for the video gameindustry and a majority stake in Green Panda Games, aspecialist in hyper casual free-to-play mobile games, in 2019;■ a majority stake in the free-to-play mobile game publisher
Kolibri Games, leader in idle games, in 2020.

CONTENTS

GROUP PRESENTATION
Highlights t

2.3

HIGHLIGHTS

2.3.1

FINANCIAL YEAR HIGHLIGHTS

April 2021/March 2022
Transformation of HR organization
and building a strong D&I

Anika Grant, Chief People Officer, and her team are hard at workon the evolution of the HR organization and on helping build asafe, respectful, and inclusive workplace for everyone at Ubisoft.
They continue to engage with our global teams to makeincremental and meaningful progress toward this goal and toensure the organization constantly challenges itself and grows.
During the year, a second anti-harassment and anti-discrimination
training course and the new Code of Conduct were rolled out toall Ubisoft employees. In parallel, Raashi Sikka, Vice President of
Global Diversity & Inclusion, and her team are deeply focused on
implementing the right operating framework for the Group’s
Employee Resource Groups (ERGs). The strengthening of
support for ERGs is just one example of how Ubisoft is acting on
its commitment to become a more diverse and inclusive
organization. Another meaningful example is that an internal
content review committee now examines the game andmarketing content to provide additional perspectives on its
content, and a global Inclusive Games and Content team is being
created to ensure that diversity and inclusion are embedded into
the production processes. Additionally, in a December 2021
interview on Ubisoft News, Anika Grant went over all of thechanges being implemented at Ubisoft.

July 2021
All resolutions adopted at the Ubisoft
General Meeting held on July 1, 2021
The shareholders approved all of the resolutions featured on theagenda for the meeting. In particular, they voted to approve theresolutions authorizing the Board to grant free shares to
employees as well as for the increase in share capital to thebenefit of employees, which is instrumental in the Group’s
recruitment and retention policy. The vote also led to therenewals of Mrs. Laurence Hubert-Moy, Mr. Didier Crespel,
Mr. Claude Guillemot, Mr. Michel Guillemot and Mr. Christian
Guillemot as directors as well as the ratification of the co-optionof Mrs. Belén Essioux-Trujillo as a director.

September 2021
Ubisoft appoints Igor Manceau
as Chief Creative Officer

Ubisoft announced that Igor Manceau, a Creative Director withmore than 20-years’ experience at the company, was appointed
as its Chief Creative Officer and joins Ubisoft’s Executive
Committee. Igor Manceau is responsible for defining andnurturing Ubisoft’s overall creative vision and guiding the creative
direction of its games so that they are accessible, irresistible, andenriching for all players.

2

November 2021
New studio in Sherbrooke and extensionof the partnership with Québec to 2030

25 years after its first steps in Québec, Ubisoft announced theopening of a fourth video game development studio in theprovince, in Sherbrooke, as well as the extension of its
partnership with the province to 2030. This new studio reaffirms
Ubisoft’s commitment as a major economic player serving theprovince’s workforce, communities and ecosystems and it willleverage the city's hotbed of talent and high-tech expertise as
well as its burgeoning digital ecosystem. This partnership is yet
another example of the virtues of Ubisoft's Lead & Associateorganization, enabling a regional and international footprint to
attract the best talents from around the world in order to deliver
its organic growth opportunities.

1
2

Ubisoft appoints Fawzi Mesmar
as Vice President of Editorial

3

Ubisoft announced that Fawzi Mesmar, a veteran Game Designerwith more than 18 years of experience, is being appointed as thenewest Vice President of Editorial. More recently the Head of
Design at DICE, Fawzi will work closely with Ubisoft’s worldwide
production teams to shape the creative vision of Ubisoft’s vast
portfolio of games and franchises. He will also partner with teams
across Ubisoft to ensure they are including diverse perspectives
throughout the production process.

4

December 2021
Ubisoft Toronto begins developmentof a Splinter Cell remake

5

Ubisoft has announced that the development of a Splinter Cell®
remake is underway. The project is led by the team at Ubisoft's
Toronto and will leverage the power of Ubisoft's Snowdrop
engine. This once again highlights the value that lies within
Ubisoft’s portfolio of iconic brands.

6

Launch of Ubisoft Quartz, a NFT platform

7

Ubisoft announced the launch of Ubisoft Quartz, a new platform
for players to acquire Digits, the first NFTs (Non-Fungible Tokens)
playable in a AAA game and running on Tezos, an energy-efficienttechnology.

8

Ubisoft announces the departureof its Chief Studio Operating Officer

Ubisoft announced the departure of Virginie Haas, who served as
Chief Studios Operating Officer of the Group for the past
16 months following 3 years as an independent director on its
Board of Directors, to pursue other activities.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

15

2

CONTENTSGROUP PRESENTATIONu Highlights

December 2021 (next)
Share buyback during the 2021
calendar year

February 2022
Cyber Security incident

January 2022
Ubisoft’s support for Ukrainian teams

March 2022
Ubisoft unveils Ubisoft Scalar, a cloud-native
breakthrough technology that changes
the way games are made and experienced

The Group announced that it bought back 3,213,419 shares
during the 2021 calendar year (excluding the liquidity contract) fora total amount of €167.4 million.

The Group's absolute priority is to ensure the safety and wellbeing of its teams and their families. When the events in Ukraine
escalated in mid-February, Ubisoft recommended that all teams
take refuge in a safe place. To assist them during this difficult
time, the Group sent additional funds to Ubisoft team members
to help cover their exceptional costs and paid salaries in advanceto anticipate the disruption of banking systems. The Group set up
alternative accommodation in neighboring countries where its
teams and their families can take refuge if they wish and are able
to do so. The Group has also set up dedicated hotlines to provide
personalized support and assistance to all team members andhas set up a fund of more than one million euros to support its
Ukrainian teams. Finally, in light of the ongoing tragedy, theGroup has decided to suspend its digital sales in Russia.

Ubisoft experienced a cyber security incident that caused
temporary disruption to some of its games, systems andservices. Player personal information was not accessed or
exposed as a by-product of this incident.

Ubisoft announced Ubisoft Scalar, a new cloud-native technology
for game development. Spearheaded by Ubisoft Stockholm incollaboration with Ubisoft studios located in Malmö (Ubisoft
Massive), Helsinki (Ubisoft Redlynx), Bucharest and Kyiv, Ubisoft
Scalar unlocks the power and flexibility of cloud computing for
Ubisoft’s game engines – the software used for creating games –reducing dependency on players’ hardware and providing new
possibilities for game development and player experience.

2.3.2 POST FINANCIAL YEAR HIGHLIGHTS
April 2022
Ubisoft announces Tom Clancy’s Rainbow
Six Mobile
Ubisoft announced Tom Clancy’s Rainbow Six Mobile, a new
free-to-play for iOS and Android devices.

Ubisoft appoints Cameron Lee
as VP Executive Producer on Rainbow Six

Ubisoft announced that Cameron Lee, a veteran game developer
with 20 years of leadership and production experience, notably on
the Call of Duty franchise, is being appointed as VP, Executive
Producer on the Rainbow Six franchise.

May 2022
Ubisoft to propose the appointmentof Claude France to its Board of Directors

In line with its stated objective to have a majority of independent
members, the Board of Directors of Ubisoft, following a
recommendation from the Board’s Nomination, Compensation
and Governance Committee is proposing the appointment ofClaude France as independent director. She will bring her
expertise in technology, notably in cloud and online services aswell as her experience working in international multi-culturalenvironments. With this appointment, which is subject toshareholder approval, the Board will once again have an absolutemajority of independent directors and 45% women
representation, in line with our commitment.

16

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Ubisoft appoints Marie-Sophie de Waubert
as Senior Vice President of Studio Operations
Ubisoft announced that Marie-Sophie de Waubert, a Ubisoft
veteran with more than 20 years’ experience in the video gameindustry, is being appointed as Ubisoft’s SVP Studio Operations.

Ubisoft broadens and strengthens its
Executive Committee to support the Group’s
strategy and accelerate its transformation

Ubisoft is expanding and strengthening its Executive Committeewith the appointment of new members who will play a criticalrole in delivering Ubisoft's major strategic orientations to achievestrong, sustainable and inclusive growth, to the benefits of its
external and internal communities.

CONTENTS

GROUP PRESENTATION
Subsidiaries and equity investments t

2.4

SUBSIDIARIES AND EQUITY INVESTMENTS

2.4.1

INVESTMENTS DURING THE FINANCIAL YEAR

Acquisition of new companies
None.

Exercise of call options

On April 14, 2021, Ubisoft acquired an additional 4% in Kolibri
Games GmbH by exercising its first call option, then on
October 4, 2021, it acquired the remaining 21% of the company,
which it now owns in full.

2

Merger, dissolution of subsidiaries
July 2021: Dissolution of Performance Group BV

September 2021: Dissolution of SmartDC Heerlen BVMarch 2022: Dissolution of Dev Team LLC
March 2022: Merger of Ivory Art & Design SARL with Ivory
Tower SAS

1

Opening of subsidiaries

July 2021: Creation of Hotrod Tanner LLC in the United States2

2.4.2 BUSINESS ACTIVITIES OF SUBSIDIARIES
Production subsidiaries

These are responsible, under the supervision and within theframework set out by the parent company, for the design anddevelopment of the software, including the scenarios, animation,
gameplay, layouts and game rules, as well as the development ofdesign tools and game engines, enhanced by increasingly direct
relationships with player communities.

Publishing subsidiaries

3

These are in charge of the worldwide distribution of Ubisoft
products in digital and physical format, under the supervision of
and within the framework defined by the parent company. They
are also in charge of implementing local marketing strategies andcampaigns associated with game promotion, as decided by theparent company.

4

MAIN PUBLISHING SUBSIDIARIES
Subsidiary(in € millions)

03/31/22

IFRS financial statements

Sales

Operatingprofit (loss)

Net
incomeSales

Operatingprofit (loss)

Net
incomeUbisoft Inc. (United States)

895.9

23.5

(23.2)

975.9

25.6

(23.1)

12.0

8.5

785.6

13.4

7.9

of which intra-group sales

54.7

Ubisoft EMEA SAS (France) *766.5

of which intra-group sales

115.6

*

03/31/21

5

53.5

6

148.4

Excluding IFRS 15 impact for Ubisoft EMEA SAS

Relations between the parent company
and subsidiaries
The existence of subsidiaries involves:■ production subsidiaries billing the parent company fordevelopment costs based on the progress of their projects;

The parent company also centralizes a number of costs that itthen allocates to its subsidiaries, in particular:

7■ general and administrative expenses;■ interest related to the cash management agreement,
guarantees and loans.

8■ the invoicing by the parent company of a distribution license
to the publishing subsidiaries.

9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

17

2

CONTENTSGROUP PRESENTATION
u Subsidiaries and equity investments

2.4.3 SIMPLIFIED ORGANIZATION CHART
The organization chart below shows the Group companies and/or branches as at March 31, 2022. Unless otherwise indicated, thesecompanies are wholly owned, directly or indirectly.

Ubisoft Entertainment SA
PRODUCTION/DISTRIBUTION VIDEO GAMES (ALL FORMATS)
FRANCE•

Ubisoft Production
Internationale SAS• Ubisoft Paris SAS• Ubisoft Création
SAS• Ubisoft MontpellierSAS• Ubisoft Annecy•

Ubisoft Blue Byte
GmbH

• Kolibri Games•GmbH

Ubisoft GmbHPOLAND• Ubisoft GmbHSAS

spółka z
ograniczona˛

SAS

NETHERLANDS• Ubisoft Bordeaux• Ivory Tower SAS• Nadéo SAS• Owlient SAS
Mobile• Ubisoft
Games SARL
Paris –
• Ubisoft
Mobile SARL

• 1492 Studio SAS
Panda• GreenGames SAS *•GERMANY

Puzzle Games
Factory SAS *Games• SolitaireStudio SAS *• BMG Europe BV• Ubisoft BV
SPAIN• Ubi Studios SL
Barcelona• Ubisoft
Mobile SL• Ubisoft SA
ITALY

FINLAND•

RedLynx Oy

VIETNAM•

Ubisoft Vietnam
Company Ltd

SWEDEN• Ubisoft

Entertainment
Sweden AB

DENMARK• Ubisoft Nordic A/S
BULGARIA• Ubisoft EooD
ROMANIA• Ubisoft Srl
UKRAINE

Ukraine• Ubisoft
LLC
SERBIA

Doo• Ubisoft
BeogradRUSSIAJAPAN• Ubisoft Osaka KK• Ubisoft KK
CHINA

Ubi
• Shanghai
Computer SoftwareCo., Ltd.

Ubi• Chengdu
Computer SoftwareCo., Ltd.

• Ubi Games SA•
UNITED KINGDOM• Ubisoft France SAS • Ubisoft Reflections
Ltd
Ubisoft Emea SASGames• Futureof London Ltd• Ubisoft Ltd• Ubisoft CRC Ltd• Hyper Beats Ltd

UNITED ARAB
EMIRATESEmirates• Ubisoft
FZ LLCSINGAPORE

Singapore• Ubisoft
Pte Ltd
PHILIPPINES• Ubisoft

Entertainment
Philippines

CANADAFRANCE• Ubisoft Motion
Pictures SARL

• Ubisoft Motion

Pictures Rabbids
SAS

UNITED STATES• Ubisoft L.A. Inc.
• Script Movie Inc.
• Robot Parking

Productions LLC

HONG-KONG

Perry• VeryProductions LLCTAIWAN

Within• Creature
Productions LLC• Ubisoft Ltd• Ubisoft Limited
Taiwan Branch(Hong-Kong)

KOREA• Ubisoft Studios Srl • Ubisoft Games LLC • Ubisoft
Entertainment• Ubisoft SpA
SWITZERLAND

MOVIES• Hotrod Tanner LLC
CANADA• Hybride
Technologies Inc.

BRAZIL• Ubisoft
Entertainment Ltda
AUSTRALIA• Ubisoft Pty Ltd
MOROCCO• Ubisoft SARL
INDIA

•

OTHER BUSINESSFRANCE• Ubisoft

International SAS

SWEDEN• Ubisoft Fastigheter
AB

Ubisoft
Entertainment India
Private Ltd• Ubisoft

Entertainment Inc.

Toronto• Ubisoft
Inc.

• Ubisoft Winnipeg
Inc.

Music
• Ubisoft
Publishing Inc.
UNITED STATES• Red StormGAMES HOSTINGNETHERLANDS• i3D.net BV• SmartDC BV
UNITED STATES• i3D.net LLC

Entertainment Inc.

• Blue Mammoth
Games LLC

• Ubisoft Inc.

18

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22• Branch
Indirectly owned* 70 % stakeCONTENTS

GROUP PRESENTATION

Research and development, investment and financing policy t

2.5

RESEARCH AND DEVELOPMENT, INVESTMENT
AND FINANCING POLICY

2.5.1

RESEARCH AND DEVELOPMENT POLICYTo develop exceptional video games, Ubisoft has established a
project-led R&D policy for tools and technologies using the mostrecent technological advances.
The technical decisions of a game are made very early in thecreative process, years before its release, so as to align humanresources and funding for innovation. Thanks to the integration ofteams of engineers mastering the best existing technologies,
Ubisoft employs a very pragmatic approach to its projects:
depending on the problems and expected results for a game, thechoice of tools will either focus on specific internal developments
or on existing software on the market, or most commonly, on a
combination of both. Research and analysis are thus focused on
innovation and functionality using technologies that are suited tothe development of a high-quality product.
In a sector where technological innovation is a constant, a cultureof knowledge sharing and re-use is essential to the performanceof the teams. A collaborative approach (1) is favored to encourage
the sharing and transfer of technological knowledge within theGroup’s different teams (production, support, IT) and to provide
the possibility of contributing to ongoing advances in tools andproduction processes.
Different initiatives have been implemented over the years todevelop various tools and sharing platforms to capitalize on thisknowledge. The re-use of the technological building blocks thatare vital to the creation of a video game is encouraged and allows
the production team to focus on their research and development
work on the non-generic parts of the games, thus maximizing
their added value. These advances, and the promotion of
networking between the Group’s studios, have enabled theCompany to master the development of new products,
particularly with regard to the transition toward new generationsof consoles and the exploration of new technologies such as
cloud computing, virtual reality, and voxels.

2

Although the Group does not conduct any basic research, it has
worked closely with a variety of research partners for many years
in order to collaborate with researchers in fields connected togame development. For example, La Forge, an open platform anddevelopment initiative, is a real gateway between academic
research and video game production, particularly in the use ofmachine learning artificial intelligence to improve production andplayer experience. It combines Ubisoft’s resources with theexpertise of academic researchers to advance innovation in thevideo game industry while helping to solve real-world issues
through scientific publications.

1
2

In addition, the Strategic Innovation Lab, which reports to
Executive Management, and whose mission is to anticipate thefuture and to help the organization prepare itself for it, supports
these research efforts and strategic recommendations with
prototypes and open innovation projects with the academic
world, industrial partners, and startups. Lastly, specificcollaborations are also taking place with external software
providers to improve the productivity of the tools and methods
used by Ubisoft in game production.

3

These different initiatives have enabled Ubisoft to complement
its internal software developments while fostering openness tothe many technological fields that now fuel the creation ofincreasingly advanced and immersive interactive experiences andcontent. Thanks to this openness and its active participation invarious technical events and conferences (Games Developers
Conference, Dice, Siggraph, etc.), Ubisoft contributes to thepromotion of the video game sector for the whole industry.

4
5

With regard to the 2021-2022 financial year, internal softwaredevelopment costs amounted to €1,135 million, up 9% from theprevious financial year.

6

2.5.2 INVESTMENT POLICY
In line with its organic growth 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 and projects. Thisapproach is crucial for the development of open-world games –which involve large teams and therefore require close
collaboration between the different studios – and for live gameswith the development of additional game content.

Internal production-related capex
Capex per member of production staff(1)

7

Ubisoft has continued its investment policy to enable theCompany to gain traction in new platforms, develop its online
business, and more generally increase its market share andimprove its financial performance. Studio production costs,
financed by the parent company, increased in financial year
2021-2022.

2021-2022

2020-2021

2019-2020€1,135 million€1,041 million€858 million€64,540€65,562€64,594

8
9

Cf. 5.4.1.3

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

19

2

CONTENTSGROUP PRESENTATION

u Research and development, investment and financing policy

2.5.3 FINANCING POLICY
Ubisoft has broadly two kinds of cash flows:■ cash flows for financing development costs, which are spread
evenly throughout the year;■ cash flows linked to games marketing.
These cash flows include a lag between production costs andcash inflows. The business must finance the manufacturing of
the products and marketing costs before it can record any
income. The Group must therefore finance significant cash flow
peaks linked to the game release dates.
However, progress in the development of digital activity is easing
financing requirements associated with the physical production ofmarketed products.

Equity financing

The video game business requires substantial capital expenditure
in development, over average periods of three to seven years,
which publishers must finance out of their own resources.
In addition, publishers also launch new releases on a regularbasis, and their levels of success cannot always be guaranteed.
For these reasons, significant capitalization is essential toguarantee the continuous financing of capital expenditure andto deal with contingencies stemming from the success or failureof games without endangering the future of the Group.
With equity of €1,807 million, Ubisoft group financed investment
in internal and external production of games and movies to thetune of €1,196 million for the 2021-2022 financial year.

Other sources of financing

Over the 2021-2022 financial year, Ubisoft group used thefollowing resources to meet its operating cash requirements:■ a €300 million five-year syndicated loan signed in July 2017with two one-year extension options: the first extension
option was exercised in 2018 and extends maturity throughJuly 2023, while the second extension option, exercised in
2019, extends maturity through July 2024;

20

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22■ a €500 million OCEANE bond issued in September 2019(maturing in September 2024);■ two bonds of €500 million (maturing in January 2023) and€600 million (maturing in November 2027);■ bilateral credit lines of €10 million (maturing in less than oneyear);■ a Schuldschein-type loan of €50 million issued in September
2020 (maturing in September 2026);■ a program of short-term negotiable securities (NEU CP or
Negotiable EUropean Commercial Paper) with a maximum
limit of €300 million.
The Group has recourse to factoring with the transfer ofreceivables on rights to multimedia title credits in Canada, for
one-off transactions.
However, Ubisoft does not use securitization agreements, Dailly
assignment agreements, or sale and repurchase agreements.

Covenant management

With regard to the syndicated loan and the bilateral credit lines,
Ubisoft must comply with the following ratios calculated on thebasis of the IFRS consolidated annual financial statements:■ the “Net debt restated for assigned receivables/equity
restated for goodwill” ratio must be below 0.8;
■ the “Net debt restated for assigned receivables/EBITDA overthe last 12 months” ratio must be below 1.5.
As at March 31, 2022, Ubisoft group was in compliance withthese ratios and expects to remain so in the 2022-2023 financial
year.

Financing in 2022-2023

For the financial year 2022-2023, and barring a major acquisition,
Ubisoft should finance its operations using its cash and thevarious available credit lines described above.

CONTENTS

GROUP PRESENTATION

2021-2022 performance review (non-IFRS data) t

2.6

2021-2022 PERFORMANCE REVIEW (NON-IFRS DATA)

2.6.1

DEFINITION OF NON-IFRS FINANCIAL INDICATORS

Ubisoft has concluded that these Indicators, which are not strictly
accounting measures, provide pertinent additional information foranalyzing the Group ’s operating and financial performance.
Management uses these measures since they are the bestreflection of business performance and exclude the majority of
non-operating and non-recurring items.
Alternative performance Indicators, not presented in the financial
statements, are:■ net bookings corresponds to sales restated for the services
component and including unconditional amounts related tolicense or distribution agreements recognized independentlyof the achievement of performance obligations;■ player Recurring Investment (PRI) corresponds to sales ofdigital items, DLC, season passes, subscriptions andadvertising;■ non-IFRS operating profit, calculated based on net bookingscorresponds to operating profit less the following items:• stock-based compensation expense arising on free shareplans, group savings plans and/or stock options,• depreciation of acquired intangible assets with indefinite
useful lives,• non-operating income and expenses resulting
restructuring operations within the Group;from■ non-IFRS operating margin corresponds to non-IFRS operating
income expressed as a percentage of net bookings. This ratio
is an indicator of the Group’s financial performance;■ non-IFRS net income corresponds to net income less thefollowing items:• the above-described deductions used to calculate non-IFRS
operating income,• income and expenses arising on revaluations, carried out
after the measurement period, of the potential variableconsideration granted in relation to business combinations,• OCEANE bonds’ interest
accordance with IFRS9,

expenserecognizedin• the tax impacts on these adjustments;■ non-IFRS attributable net income corresponds to non-IFRS net
income attributable to owners of the parent;■ non-IFRS diluted EPS corresponds to non-IFRS attributable net
income divided by the weighted average number of shares
after exercise of the rights attached to dilutive instruments.

2

The adjusted cash flow statement includes:■ non-IFRS cash flow from operations which comprises:• the costs of internally developed software and external
developments (presented under cash flows from investing
activities in the IFRS cash flow statement) as these costs
are an integral part of the Group's operations,1• the restatement of impacts (after tax) related to theapplication of IFRS 15,• the restatement of commitments related to leases due tothe application of IFRS 16,• current and deferred taxes;2■ non-IFRS change in working capital requirement which
includes movements in deferred taxes and restates theimpacts (after tax) related to the application of IFRS 15, thus
canceling out the income or expenses presented in non-IFRS
cash flow from operations;3■ non-IFRS cash flows from operating activities which includes:• the costs of internal and external licenses development(presented under cash flows from investing activities in the
IFRS cash flow statement and included in non-IFRS cash
flow from operations in the adjusted cash flow statement),4• the restatement of lease commitments relating to theapplication of IFRS 16 presented under IFRS in cash flowfrom financing activities;■ non-IFRS cash flows from investing activities which excludes
the costs of internal and external licenses development thatare presented under non-IFRS cash flow from operations;5■ free cash flow corresponds to cash flows from non-IFRS
operating activities after cash inflows/outflows arising on thedisposal/acquisition of other intangible assets and property,
plant and equipment;■ free cash flow before working capital requirement
corresponds to cash flow from operations after cash inflows/
outflows arising on (i) the disposal/acquisition of otherintangible assets and property, plant and equipment and(ii) commitments related to leases recognized on theapplication of IFRS 16;67■ cash flow from non-IFRS financing activities, which excludes
lease commitments relating to the application of IFRS16
presented in non-IFRS cash flow;■ IFRS net cash/(debt) position corresponds to cash and cash
equivalents less financial liabilities excluding derivatives;

8■ non-IFRS net cash/(debt) position corresponds to the net cash/(debt) position as adjusted for commitments related to leases(IFRS 16).

9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

21

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CONTENTSGROUP PRESENTATION

u 2021-2022 performance review (non-IFRS data)

2.6.2 CHANGES IN THE INCOME STATEMENT (UNAUDITED)(in € millions)

03/31/22

03/31/21

IFRS 15 sales

2,125.2

2,223.8

3.3

16.7

Non-IFRS net bookings

2,128.5

2,240.6

Non-IFRS Gross margin

1,858.8

1,914.8

Non-IFRS R&D expenses(782.7)(784.9)Non-IFRS SG&A expenses(668.6)(656.6)

Non-IFRS operating income

407.6

473.3

Deferred revenues related to IFRS 15

Non-IFRS net financial income(17.7)(19.1)

Non-IFRS income tax(120.4)(138.6)

NON-IFRS CONSOLIDATED NET INCOME

269.5

315.6

Non-IFRS net income attributable to owners of the parent company

269.0

313.5

0.4

2.1

Equity attributable to owners of the parent company

1,807.1

1,655.7

Investment expenditure on internal and external games and movies production

1,195.6

1,104.2

Staff

20,66520,324

Non-IFRS net income attributable to non-controlling interests

Gross profit as a percentage of net bookings stood at 87.3%,
or €1,858.8 million in absolute terms, compared with a grossprofit of 85.5% (€1,914.8 million) in 2020-2021.

■ SG&A costs were up by €12.0 million, at €668.6 million(31.4% of net bookings), compared with €656.6 million(29.3%) for the previous financial year:

Non-IFRS operating profit amounted to €407.6 million, down
-14.0% from the €473.3 million generated in 2020-2021.

• variable marketing expenses stood at €277.2 million(13.0% of net bookings), down in relation to the€307.1 million (13.7%) recorded in 2020-2021,

The change in operating profit breaks down as follows:• overheads totaled €391.3 million (18.4% of net bookings)
compared with €349.4 million (15.6%) in 2020-2021.

■ decline of €(56.0) million in gross profit;■ R&D costs down by €(2.3) million, to stand at €782.7 million(36.8% of net bookings), compared with €784.9 million for
2020-2021 (35.0%);

Non-IFRS net income attributable to owners of the parent totaled€269.0 million, corresponding to non-IFRS diluted net earnings
per share of €2.11, compared with non-IFRS net income of€313.5 million for 2020-2021, or €2.48 per share.

RECONCILIATION OF IFRS NET INCOME AND NON-IFRS NET INCOME
2021-2022(in € millions)
except for per share data

IFRS 15 Sales

IFRS

Adjustment

2,125.2

Deferred revenues
related to IFRS 15

3.3

Net bookings

22

2020-2021
Non-IFRS

IFRS

2,125.2

2,223.8

3.3

Adjustment

2,223.8
16.7

2,128.5

Total Operating expenses(1,883.7)

162.8(1,720.9)

Stock-based compensation(54.1)

54.1—

Goodwill/brand impairment(98.6)

98.6—

OPERATING INCOME

241.5

166.1

407.6

Net Financial income(48.4)

30.7

Income tax(113.6)(6.8)

Consolidated Net Income

79.5

190.0

Net income attributable toowners of the parent company
Net income attributable
to non-controlling interests
Diluted earnings per share

0.65

Non-IFRS

16.7
2,240.6

167.2(1,767.2)(56.8)

56.8—(110.4)

110.4

—

289.4

184.0

473.3

(17.7)(51.6)

32.4(19.1)(120.4)(132.6)(5.9)(138.6)

269.5

105.2

210.4

315.6

79.1

269.0

103.1

313.5

0.4

0.4

2.1

2.1

2.11

0.85

1.46

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22(1,934.5)

1.64

2.48

CONTENTS

GROUP PRESENTATION

2021-2022 performance review (non-IFRS data) t

2

2.6.3 CHANGE IN NON-IFRS WCR AND NON-IFRS NET CASH POSITION
On the basis of the non-IFRS cash flow statement, the non-IFRS
working capital requirement increased by €136.6 million,
compared with a decrease of €104.5 million over the previous
financial year.

■ non-IFRS
cash€(191.6) million;

generatedby

operatingactivities:■ payments and proceeds relating to other intangible assets andproperty, plant and equipment: €(90.4) million;

Consumption of non-IFRS cash generated by operating activities
stood at €191.6 million (compared with the €169.0 million
generated in 2020-2021). This reflects non-IFRS cash flows fromoperating activities before changes in working capital of€(55.0) million (compared to €64.6 million for 2020-2021).

■ payments and proceeds relating to non-current financial
assets: €(35.1) million;

The non-IFRS net financial position as at March 31, 2022 was€(282.7) million, compared with €79.2 million as at
March 31, 2021. This change is the result of the following:■ purchases/sales of own shares: €(117.0) million;■ acquisitions: €(26.5) million;■ exercise of stock options and employee share ownership:€74.4 million;

1■ interest on convertible bonds: €(5.5) million;■ effect of foreign exchange losses/gains: €29.8 million.

2
3
4
5
6
7
8
9

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23

2

CONTENTSGROUP PRESENTATIONu Outlook

NON-IFRS CASH FLOW STATEMENT (UNAUDITED)(in € millions)

03/31/22

03/31/21

79.5

105.2

Non-IFRS Cash flows from operating activities

Consolidated earnings——+/- Net Depreciation on internal & external games & movies+/- Share in profit of associates

444.9

433.4

+/- Other depreciation on fixed assets

227.4

225.3

+/- Net Provisions

6.4(16.1)+/- Cost of share-based compensation

54.1

56.8

+/- Gains / losses on disposals

0.2

0.9

+/- Other income and expenses calculated

26.4

32.6

(855.9)(753.2)+/- Cost of internal development and license development+/- IFRS 15 Impact

3.4

15.4

+/- IFRS 16 Impact(41.4)(35.7)

Non-IFRS cash flow from operation(55.0)

64.6

2.5

10.9

Inventory
Trade receivables
Other assets(118.2)(45.7)

61.0(126.7)

Trade payables

1.1

1.2

Other liabilities(83.0)

264.8+/- Non-IFRS Change in working capital(136.6)

104.5

Non-IFRS cash flow generated by operating activities(191.6)169.0- Payments for the acquisition of intangible assets and property, plant and equipment(90.6)(96.8)+ Proceeds from the disposal of intangible assets and property, plant and equipment

0.2

0.1

Free Cash-Flow(282.0)72.3+/- Payments for the acquisition of financial assets

Cash flows from investing activities(113.4)(200.4)+ Refund of loans and other financial assets

78.3

198.1

+/- Changes in scope *(26.5)(16.0)(152.0)(114.9)+ New borrowings

158.3

1,139.6- Refund of borrowings(215.6)(506.8)

Non-IFRS cash generated by investing activities
Cash flows from financing activities+ Funds received from shareholders in capital increases

74.4

80.7

+/- Change in cash management assets

239.9(239.9)+/- Sales / purchases of own shares(117.0)25.8

Cash generated by financing activities

139.9

499.5

NET CHANGE IN CASH AND CASH EQUIVALENTS(203.7)

553.6

Cash and cash equivalents at the beginning of the fiscal year

1,565.2

986.9

Foreign exchange losses/gains
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD*

Including cash in companies acquired and disposed of

2.7

29.8

24.7

1,391.4

1,565.2——

OUTLOOK

In 2021, the global video game market grew by 8% (EMEA, Latin America, North America and Asia-Pacific; source: Newzoo). A slightincrease is expected in 2022.
The Group’s objectives for the financial year 2022-2023 are: significant net bookings growth and non-IFRS operating income of around€400 million.

24

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3
3.1

RISK FACTORSCONTENTSRISKS ANDINTERNAL CONTROL

2
3
26

RISK MANAGEMENT
AND INTERNAL CONTROLMECHANISMS

34

3.2.1 Objectives and general principles

37

35

3.2.2 Organization of internal control

37

3.2.3 Control activities

40

3.2.4 Internal control of the preparationof financial and accounting information

41

3.2.5 Ongoing supervision of the internal
control system

43

3.2.6 Insurance and risk coverage

43

3.1.1 Business risks

27

3.1.2 Risks related to talent31

3.1.3 Regulatory risks

3.1.4 Technological risks

1

3.2

4

37

5
6
7
8
9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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CONTENTSRISKS AND INTERNAL CONTROLu Risk factors

3.1

RISK FACTORSIn the course of its business, the Group is exposed to a series ofrisks that could affect its performance, its reputation,
the achievement of its strategic and financial goals, and its
share price.
In early 2022, in an effort to improve the efficiency of internal
processes and strategic monitoring, Ubisoft updated its overallrisk mapping to take into account the impacts of the Covid-19
health crisis, the armed conflict between Russia and Ukraine, andthe consequences of sanctions imposed on Russia. This update
was carried out by involving the Group’s operational andfunctional departments and by sending a risk identification andself-assessment questionnaire, supplemented by individualinterviews. On this basis, and in accordance with the provisionsof Regulation (EU) 2017/1129 of June 14, 2017, revising theProspectus directive, the key risk factors identified and presented
below are those which the Group considers to be material, highpriority and specific to its business, and which are liable, as of thedate of publication of this Universal Registration Document, tohave a significant impact on its operations, its image, its financial
position, its results, and its ability to achieve its objectives.
These risk factors are grouped into four categories, presented inno particular order (business risks, risks related to talent,
regulatory risks, technological risks). However, within eachcategory, risk factors are presented on the basis of their net
criticality in decreasing order of importance. The net criticality of
the risk factors is calculated through a combination of theprobability of the risk occurring and the corresponding level ofseverity, once the risk management measures put in place by theGroup have been taken into account. The manner in which eachrisk factor could impact Ubisoft, as well as the control andmitigation measures put in place by the Group to deal with them,
are explained below. However, these measures cannot provide
an absolute guarantee that these risks will be controlled.
Other risks, considered less significant by the Group or not yet
identified as at the date of this document, could also become
significant risk factors able to have an adverse effect on Ubisoft’s
business and performance. To anticipate, identify, and mitigate
the main internal or external risks incurred by the Group, Ubisoft
has put in place the internal control and risk management
procedures described in section 3.2 of this chapter.
Investors are therefore invited to examine carefully each of therisks described below as well as all of the information presented
in this Universal Registration Document in order to makeinvestment decisions in a fully informed manner.

Specific and material risks to which the Group considers itself exposed

Business risks

Risks related to talent

Restriction or structural limitation of access to certain markets

High

Failures in the development process of a game leading to delays to its launchHigh

Failure by external partners rendering a flagship game unavailable or altering
the player experience

Moderate

Toxicity in games and services

Moderate

Cultural inertia in response to changes in the Group

Moderate

Departure of key talentHigh

Loss of know-how, experience and professionalism

High

Inability to attract and retain talentHigh

Misalignment between enterprise values and new employee expectations
Regulatory risks
Technological risks

New regulations
Inability to respond rapidly to major technological developments
Delays by Ubisoft or occurrence of disruptive innovation by a competitor

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Moderate
High

Reduction in the level of grants, subsidies, and tax credits

Financial risks, not being considered as specific to Ubisoft’s
business (foreign exchange, financing and liquidity, interest rateand counterparty risks as well as risks relating to the Company’s

26

Net criticality

Moderate
High
Moderateshares), are set out in notes 40 to 45 to the consolidated financial
statements included in this Universal Registration Document.

CONTENTS

RISKS AND INTERNAL CONTROL
Risk factors t

3.1.1

3

BUSINESS RISKS

Restriction or structural limitation of access to certain markets
Identification and description of the risk

Potential impacts on the Group

Ubisoft may face restrictions on access to certain markets orhave an insufficient presence to note the emergence ofpotential disruptions to the market.

The failure or inability of the Group to penetrate certain markets
could trigger:

Typically, the Chinese market, which has enormous potential,
has a restrictive and changeable regulatory environment whichmakes access difficult and could expose the Group to a major
loss of competitive advantage compared to competitors who
may also be trying to enter this market.

■ a loss of opportunity in terms of revenue;■ a significant fall in market share;■ a loss of competitive advantage;■ an inability to reach new players.

1

Similarly, the Group may face structural limitations on access tocertain markets arising from technological developments oruses such as cross-play. These structural limitations concern inparticular:

2■ hardware (consoles, PC) and mobile equipment, which canvary considerably between countries (the Chinese and Indian
markets are very focused on mobile games, with little
demand for console games, for example);■ non-standardized age limits for HD and mobile games thatcan vary between countries, as each country has its own
definition of what is inappropriate content (more or lessrestrictive regulations);3■ a lack of interest among first parties to allow purchases
made on their platform to be usable on a competitor’s
platform (barrier to the development of cross-selling).

4

Risk mitigation and control

For the Group, the best way to counter these risks consists in adapting its games in response to local specificities (e.g. requirements
imposed by authorities), acting early and being responsive, and developing partnerships with major stakeholders in the sector(e.g. Tencent in China) to facilitate access to the market.

5
6
7
8
9

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3

CONTENTSRISKS AND INTERNAL CONTROLu Risk factors

Failure in the development process of a flagship game leading to delays in its launch
Identification and description of the risk

Potential impacts on the Group

Ubisoft may have to delay the launch of a video game for any of
the following reasons:

Any errors in the development process of a flagship gameleading to a delay its release could have a negative impact on
the Group’s income and future earnings, which may differ
significantly from the initial targets and could potentially lead toa drop in its share price.

■ difficulty in accurately estimating the time required todevelop or test it;■ requirements imposed by the creative process;■ the increasing technological complexity of video gameproducts and platforms;■ challenges in coordinating large development teams, often
based in different countries;■ constraints arising from the adoption of new ways ofworking (remote working, possibility of working fromanywhere, etc.), which require appropriate tools, sufficient
bandwidth, and adjustments to existing processes. These
new working methods also impact the essential testing
phases before the release of a game, which may thus takelonger than usual;Any failure to meet the production and release schedules forour products can also lead to an increase in marketing anddevelopment costs.
Similarly, the postponed release of a game can lead to a loss ofcompetitive advantage, cause reputational damage and harm
the brand image of a game, or even lead to the loss of players(disappointed players who may potentially switch tocompetitors).

■ organizational and schedule management constraints during
the Beta phases of our online games and in particular for
free-to-play games;■ the desire to continue to improve the quality of games prior
to launch. The marketing of a flagship game that lacks thelevel of quality required to realize its potential could have anegative impact on the Group’s brand and its earnings.
Furthermore, a prolonged failure or unavailability of servers andnetworks (connectivity between servers), an attack on systems(DDoS, malware), a natural disaster (e.g. damage to submarine
cables resulting in an internet outage, etc.) could causesignificant harm to Ubisoft, impacting the development of agame or leading to delays in its release.
Similarly, if a competitor brings out a game with significant
technological or artistic innovations, the Group might have topostpone the release dates of some of its games to boost theirchances of commercial success in a competitive environment
where players are very sensitive to the quality and content ofgames.
Risk mitigation and control

To alleviate these risks, the Group continually strives to improve its development processes, both in the organization of its teams andthrough leveraging synergies and/or cultivating its in-house expertise. Ubisoft has put in place processes to monitor and assess
projects and makes plans at each stage of a game’s development in order to ensure that the means and resources required are in linewith the product launch objectives. The Group is also developing an increasingly high-performance editorial supervision process,quality controls, and game testing in order for games to be launched with the quality required to compete in the market. Finally, formany years now, Ubisoft has been developing recognized expertise in recording player feedback to ensure that games are improving
all the time and to mitigate the impact of certain potential weaknesses on the release of its games.
To deal with the risks of failure or unavailability of IT infrastructure (servers, networks, etc.), Ubisoft has business recovery andcontinuity plans (duplicating of servers, data centers, internet and private network connections, etc.).
Moreover, the increasing share of the back catalog and digital, offering a larger recurrence in revenues and better profitability, enable
it to be less reliant on game launches.

28

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CONTENTS

RISKS AND INTERNAL CONTROL
Risk factors t

3

Failure by external partners rendering a game unavailable or altering the player experience
Identification and description of the risk

Potential impacts on the GroupAny failures by the external partners on which Ubisoft’s
business activities are dependent, such as game platforms/
playstores or servers maintained by Ubisoft or third parties,
leading to the temporary unavailability of one or several games
for the player community, could cause significant damage to
Ubisoft. The Group is also dependent on the level of quality ofservices provided by these gaming platforms/playstores, which
can alter the player experience and lead to dissatisfaction. Thisrisk has been heightened by the increased digitalization andtechnological developments aimed at improving the gamer
experience (cloud gaming, etc.).

Any failures by third parties (platform, external server, etc.)
leading to the temporary unavailability of one or several games
or altering the gaming experience could lead to a loss ofrevenue, market share, or players (dissatisfaction potentiallyleading players to switch to a competitor’s games). This could
also create considerable pressure to find an alternative solution.

Similarly, Ubisoft may, as part of its development activities, callupon external studios under traditional subcontracting
agreements to complete projects requiring additional and/or
specialized production capacity or to take on original projects inwhich they have specific expertise. These independent
development studios may sometimes have a limited capitalbase or could have operational weaknesses which would put
the completion of a project at risk (failure to meet the deadlines
set, inability to provide the quality expected, etc.).

Similarly, any failure by a subcontractor in the development of agame may cause delays in production, generate additional costs
and, in particular, lead to a loss of revenue linked to the nondelivery/late delivery of an update or a new functionality
expected by the community.

1
2
3

Risk mitigation and control

Ubisoft has teams available 24/7 to guarantee optimal service to users. Ubisoft has limited dependence on the technologies thatenable its games to be played online and has put in place multiple hosting strategies enabling the risk of dependence on any single
service provider to be reduced. Ubisoft publishes its content across all types of gaming platforms, thereby reducing the risk in theevent of any failure by a partner. The Group uses external servers to manage peak connections (for example during a game launch)and thus limit the risk of unavailability of a game.

4

In addition, to limit the risk of financial or operational failure by the independent development studios to which Ubisoft subcontracts
the production of certain projects, Ubisoft has put internal monitoring procedures in place (regular communication with the partner tomonitor progress made, formalized monitoring with its frequency dependent on the scale of the project, security audits), limits thenumber of games entrusted to any one studio, and integrates all or part of the technology used by such studios.
Furthermore, concerning mobile gaming, there is a lower risk on Android than on iOS due to the multiple hardware models (Samsung,LG, Google, etc.) and stores (Google Play Store as well as Samsung Store, etc.), which enable Ubisoft to reach its customers throughdifferent partners. Should any one of these partners fail to deliver, the end customer could use a substitute solution to recover accessto his or her Ubisoft game.

5
6
7
8
9

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3

CONTENTSRISKS AND INTERNAL CONTROLu Risk factors

Toxicity in games and services
Identification and description of the risk

Potential impacts on the Group

Toxicity in online games may manifest itself in various forms
such as:Toxic behaviors may have a significant damaging impact on thelife of a game and on Ubisoft’s image. Low levels of player
satisfaction linked to toxicity in the gaming experience can leadto a loss of players, revenue, and market share for the Group.

■ the fraudulent alteration of players’ Game Play experience
due to cheating. The use of cheat tools in any form, enabling
dishonest players to gain a competitive advantage over otherplayers. Such practices generate an imbalance in the gaming
experience within the player community;■ in-game harassment between players may have a significant
adverse impact on the gaming experience.
Risk mitigation and control

To provide a safe gaming experience for players and prevent toxic behavior, Ubisoft has reinforced the level of security of its games
by installing cheat-prevention systems and using “ethical hackers” to detect and block this type of risk upstream and rapidly. The
Group also monitors player feedback on a regular basis (social networks, escalation of cheats via the player community and otherreliable sources) to identify and react to cheating. Finally, Ubisoft penalizes players identified as having cheated by imposing either
temporary suspensions or total bans on players having demonstrated toxic behavior so as not to disturb other players’ experience,and may even file lawsuits in order to prevent the sale of solutions involving cheating.

Cultural inertia in response to changes in the Group
Identification and description of the risk

Potential impacts on the GroupThe culture of organic value creation embraced by Ubisoft groupis based on a certain degree of autonomy given to employees inthe developments they wish to address, despite the risk of lossof operational efficiency or profitability in terms of the human,material and financial investments undertaken.

Inertia in the Group’s culture in response to changes in theGroup and difficulties in making the necessary decisions could
lead to:Furthermore, the strong creative vision of the core team, theiraffection for the games and their desire to go even further cansometimes be an obstacle to decision-making with regard to
the follow-up of proposed or developed innovations. Thesedifficulties have a particular impact on the development of freeto-play games, which requires more pragmatism and agility.

■ loss of operational efficiency;■ loss of revenue and profitability;■ substantial investments to be made urgently that may notnecessarily be profitable;■ loss of talent: non-collaborative spirit of competition
impacting the social climate.

Similarly, in a sector in which innovation is a constant, Ubisoft
must demonstrate agility in order to respond rapidly to themajor changes it faces. However, this innovation needs to bechanneled because employees’ desire to always do better(project overkill) can be counterproductive.
Risk mitigation and control

To limit these risk and ensure a sound balance between creative freedom and project control, the Group has set up expert teams at
the head office, in the Editorial and Production departments, responsible for supporting and advising the teams in the studios.
In addition, Ubisoft created the Tech Advisory Board, which brings together all the Group’s Tech leaders to help them make the rightchoices and anticipate future technological breakthroughs.

30

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CONTENTS

RISKS AND INTERNAL CONTROL
Risk factors t

3.1.2

3

RISKS RELATED TO TALENT

Departure of key talent
Identification and description of the risk

Potential impacts on the Group

Should a top management position become suddenly vacant,including the Chairman and Chief Executive Officer and Deputy
Chief Executive Officers, further to an unforeseen event(accident, sickness, death, etc.) or an event insufficiently
planned for (retirement, etc.), the Group could experience an
impact in relation to the manner in which it makes operationaland strategic decisions.

The departure of members of top management or core teams
could have consequences, including:Similarly, the sudden departure of members of the games coreteams could be damaging for the Group’s development andcould have a significant impact on its editorial policy.

■ operational and technical impact: loss of responsivenessand competitiveness, reputational damage, loss ofcompetitive advantage;■ strategic impact: damage to the decision-making hierarchy,pressure to find a governance solution as a matter ofurgency.

1

Risk mitigation and control

The Nomination, Compensation and Governance Committee sets out any recommendations relating to the succession plan forcorporate officers, in particular in the event of unforeseen vacancies. It is kept informed about the succession plan relating tomembers of the Group’s Executive Committee.

2

In addition, during the 2021 financial year, the Group began to implement a succession plan for key talent in order to have a pool oftalent available to enable it to reduce the impact of any unanticipated departures. This plan particularly concerns the positions ofCreative Director, Producer and Chief Executive Officer. The Group plans to continue and extend this exercise beyond this initialscope and to provide support and development initiatives for the potential replacements identified.

3

Attracting and retaining talented individuals is at the very heart of the Group’s long-term strategy, implemented through the creationof a strong corporate culture, an attractive compensation policy, and an inter-studio cooperation model which values the sharing ofexpertise, know-how, and technologies.

Loss of know-how, experience and professionalism
Identification and description of the risk

Potential impacts on the GroupThe Group’s success largely depends on its teams’ know-how
and skills in a highly competitive international market.

The loss of know-how, experience and professionalism could
have multiple consequences:

Several factors may lead to a loss of know-how, experience andprofessionalism in the teams, including:■ operational and technical impact: lack of responsiveness,
loss of productivity caused by seniors having to spend moretime training juniors, loss of quality in game content, loss ofcompetitiveness;■ the increasing juniority of the workforce due to the
combined effects of the need to recruit teams to enable theGroup’s growth and the difficulty of attracting experienced
talent in a highly competitive sector;■ the use of a large number of junior staff requires greater
support from experienced employees; this can significantly
increase senior employees’ workload and be a factor in theirdecision to leave;

4
5■ financial impact: loss of revenue;■ human impact: loss of motivation among teams.

6■ high turnover associated with the inability to retain talent in a
fiercely competitive environment;

7■ a lack of skills to handle technological developments andmeet digital or free-to-play needs, or a lack of crossexpertise (HD, mobile) for example for the development ofcross-play;■ training programs not adapted to the sector’s challenges.

8

Risk mitigation and control

Various initiatives are implemented, such as:■ training programs and conferences adapted to the challenges of the video games sector;■ the growing use of collaborative tools and forums to encourage skill-sharing;9■ programs aimed at attracting, retaining and motivating employees with strong technical or managerial skills;■ organization of Group resources in higher-potential franchises and new brands offering greater opportunities for value creation.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

31

3

CONTENTSRISKS AND INTERNAL CONTROLu Risk factors

Inability to attract and retain talent
Identification and description of the risk

Potential impacts on the Group

With sustained organic growth, Ubisoft has placed its teams at
the very heart of its value creation process. The Group’s longterm potential depends substantially on its capacity to attract
and retain the best talent in a highly competitive environment.

If the Group is no longer able to attract new talent, or to retain
and motivate its key team members, the Group’s growthprospects and financial position could be affected.

Ubisoft faces increasing pressure from its direct competitors in
the video game sector (more aggressive wage policy, etc.), as
well as from other sectors/industries in search of the same
talents (engineers, etc.), such as GAFAM. For this type of
profile, the talent market has become global and the different
geographical areas are now in competition with each other. This
could lead to a shortage of resources, either in quantity or
quality, which could turn out to be damaging to thedevelopment of the Group.
Moreover, the video game industry requires a certain numberof innovative skills located at the forefront of their respective
fields. In this context, the Group is exposed to a situation of
dependence on certain key talents whose creativity or technicalexpertise is rare and therefore highly valued in the market(artificial intelligence, cloud gaming, data, etc.). This scarcity ofskills can lead to companies outbidding one another in terms ofcompensation. Similarly, Ubisoft has a duty to ensure that eachindividual has the most up-to-date skills in his or her specificarea and thereby to avoid the skill sets and expertise held by its
teams becoming obsolete as a result of rapid technologicalchanges, which could be damaging to the quality of the games
produced.

The inability to attract and retain talent could have multiple
consequences:■ operational and technical impact: increase in the numberof team member departures, extended periods of time
before a position is filled, loss of expertise, delays in thedevelopment of games, difficulties in exploring new market
segments, priority given to deliverables in the short term to
the detriment of the medium and long term, fall in the levelof team member commitment;■ financial impact: one-upmanship on wages and otherincentives to attract/retain talent, growing training budgets,
fall in productivity linked to the greater number of teammembers in the process of being onboarded, loss ofrevenue and/or pressure on results;■ human impact: lack of innovation and creativity, loss ofcompetitiveness, loss of players, deterioration in theattractiveness and reputation of the Group.

In addition, damage to the Group’s reputation and image, or to
the working environment, may also impact its appeal andretention of talent.
Risk mitigation and control

Ubisoft applies an active recruitment, training and retention policy, particularly through the following initiatives:■ partnerships with the leading colleges in the various countries in which the Group operates;■ implementation of a specific compensation strategy designed to attract the most expert profiles;■ advertising campaigns regarding the “employer brand”;■ multiplication of collaborative tools and forums to encourage skill-sharing;■ implementation of various high-level training programs tailored to the challenges of the video game sector;■ development of a deep-rooted corporate culture promoting well-being at work and the fulfillment of teams, allowing talented teammembers to reach their full potential.
Furthermore, all of the programs introduced by human resources at local and international levels are first and foremost designed to
attract, train, retain and motivate team members with strong technical and/or managerial skills: development opportunities, sharepurchase plans, stock option plans, personal development plans, etc.
Ubisoft pays great attention to retaining a wide range of talented individuals and also monitors the fair and equal treatment of its teammembers, offering the same hiring, career development, and compensation opportunities for equivalent performance. Any feeling of
unfairness among team members would have an adverse effect on their level of commitment and their motivation. To monitor thisrisk, the Group regularly assesses the level of commitment and well-being of its team members through various satisfaction surveys.
In addition, to strengthen its corporate culture, its ability to attract, develop and retain talented people, their diversity and well-being atwork, in 2021, the Group created the position of Global VP Diversity & Inclusion and hired a new Chief People Officer to restructureand strengthen the HR functions.

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RISKS AND INTERNAL CONTROL
Risk factors t

3

Misalignment between enterprise values and new employee expectations
Identification and description of the risk

Potential impacts on the Group

Adhering to the company’s values is a factor of balance andcommitment for employees.

Misalignment between the company’s values and employees
expectations could have multiple consequences:

There are high expectations from the teams, particularly theyounger generation, on issues related to CSR and societal
engagement (inclusion, diversity, etc.) as well as well-being at
work for an improved work-life balance (leading to new ways ofworking: remote working, possibility of working fromanywhere, etc.).

■ operational impact: departure of talent, reduced employer
appeal and talent retention, loss of motivation and efficiency,
which could lead to lower productivity and creativity;■ strategic impact: deterioration in the Group’s attractivenessand reputation.

The challenge for Ubisoft is to be able to reconcile these
expectations – which is essential in allowing talented staff
members to express their potential – with the constraints theygenerate (regulatory, organizational, etc.).

1

If Ubisoft fails to adapt to its team members’ new expectations,particularly in terms of the working environment, this could leadto the departure of talent, a loss of team efficiency and a fall invalue creation for the Group. Similarly, it could affect Ubisoft’s
attractiveness in a highly competitive sector.

2

Risk mitigation and control

Various initiatives are being carried out to meet team members’ new expectations, including:3■ the introduction of a new internal survey (Ubisoft XP) aimed at better listening to team members’ expectations in order to act
effectively;■ the development of new ways of working, with the introduction of more flexible working conditions adapted to each person in theGroup (combination of presence at the office and remote working);■ exploring the “work from anywhere” approach, that allows team members to work from the location of their choice for a set
period of time.

4
5
6
7
8
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CONTENTSRISKS AND INTERNAL CONTROLu Risk factors

3.1.3

REGULATORY RISKS

New regulations
Identification and description of the risk

Potential impacts on the GroupThe introduction of new regulations and any changes tightening
current regulations (general or specific to the video gaming
industry) are liable to constitute a significant risk factor for
Ubisoft, in particular with regard to game content, monetization,loot boxes, gaming time, protection of underage players,
marketing and PR operations, and business relations.

Changes to regulations could have multiple consequences:■ technical and operational impact: player losses, damage
to Ubisoft’s reputation either locally or globally, risk of failure
by suppliers impacted by regulatory non-compliance (forexample non-compliance with the Sapin 2 law);■ legal and financial impact: loss of revenue, fines/penalties.

Risk mitigation and control

Ubisoft ensures that it complies with applicable regulations and anticipates potential risks by putting in place:■ active legal monitoring of changes to the regulations in the various countries in which the Group operates;■ regular exchanges with public authorities and regulatory authorities worldwide;■ internal control procedures for compliance with the regulations in force (GDPR (1), CCPA (2), PIPL (3), Duty of Care Plan, Sapin 2,etc.) at Group level;■ particular vigilance on the content and functionalities of the games including close relations with the operational teams in charge ofthe development of the games and the integration of legal teams upstream of projects;■ protection mechanisms for underage players, including, but not limited to, a minimum age indicator, parental control measures,
default settings for game options, etc.;■ awareness-raising and training of employees on identified regulatory risks.
(1) General Data Protection Regulation(2) California Consumer Privacy Act(3) China Personal Information Protection Law

Reduction in the level of grants, subsidies, and tax credits
Identification and description of the risk

Potential impacts on the GroupThe Group benefits from public policies that support the sector,
particularly in France, Canada, the United Kingdom, andSingapore. Ubisoft therefore receives grants, subsidies, and tax
credits in connection with its innovation and research anddevelopment activities. Any change to the government policies
in these countries could lead to a reduction in the level of thesesubsidies.

Any reduction in the level of the grants, subsidies, and tax
credits awarded to Ubisoft would have an impact on theGroup’s production costs and profitability.

The amount and geographical distribution of the grants aredetailed in note 13 to the consolidated financial statements.
Risk mitigation and control

To limit the risks related to changes in public policy as far as possible, the Group:■ applies a diversification strategy (via a presence in multiple countries);■ makes an active contribution to value creation for these countries via the creation of long-term employment and significant
investment in education, entrepreneurship and R&D.

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RISKS AND INTERNAL CONTROL
Risk factors t

3

3.1.4 TECHNOLOGICAL RISKS
Inability to respond rapidly to major technological developments
Identification and description of the risk

Potential impacts on the GroupIn a sector in which innovation is a constant, Ubisoft must
demonstrate agility in order to respond rapidly to major
technological changes.

Any inability on the part of the Group to respond rapidly to major
technological developments could lead to:This relates in particular to:■ a loss of revenue;■ hardware, in order to cope with the transition to new
generations(consoles,PCs,
cellphonesornewtechnologies);■ cloud computing, which provides unparalleled technologicalpower to developers and will allow much more expansive,
immersive and social video games to be created in the
future, to developers allowing video games to be streamed
to any screen whatsoever, which the Group considers as amajor opportunity in the long term;■ a loss of market share;■ a loss of competitive advantage;■ an inability to reach new players;

1■ substantial investments to be made urgently (due to a lackof responsiveness), leading to potential organizationaldifficulties and which may not be profitable.

2■ cross-play, which offers players on different platforms(consoles, PC, etc.) the opportunity to play together andhave multi-player experiences in an online game.
The Group is doing everything possible to benefit from thesetechnological developments, both in-house through thedevelopment of games specifically dedicated to these new
methods, and externally by establishing partnerships withtraditional stakeholders in this market (Sony, Microsoft,
Nintendo), new arrivals (Google, etc.), and expert companies.
Nevertheless, Ubisoft is exposed to the risk of a major loss ofcompetitive advantage if the Group were to be unable to adapt
its games to suit the new methods and business models
generated by cloud gaming, subscriptions, etc., and were to be
overtaken or late to the game in comparison with its
competitors with regard to these developments or by becoming
dependent on external technologies. A lack of anticipation and/or difficulty in implementing new technological tools (cloud,tools for rapid iteration, cross-play services for multi-player
games, etc.) would lead to a lack of agility in the face of market
expectations, and could force the Group to have to use thevideo game sector’s standard tools, sometimes developedby its own competitors (loss of independence), or render its
production tools inadequate in terms of innovations such as
the cloud.

3
4
5
6

Risk mitigation and control

To counter these risks and respond rapidly to technological developments, Ubisoft:■ has for several years been able to anticipate major tensions prevailing in the job market, and in response has made very large-scale
investments to recruit some of the world’s top experts in the fields of software/hardware technology and engineering;7■ operates two “Technologies groups”, tasked with providing production studios with the tools necessary for the creation of
ambitious, innovative products, while at the same time reducing as much as possible any risk of dependence on external
technologies;■ created the “Tech Advisory Board”, which brings together all the Group’s “Tech leaders” to help them make the right choices andanticipate future technological breakthroughs;

8■ is continuing to work with universities on fundamental research projects.

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CONTENTSRISKS AND INTERNAL CONTROLu Risk factors

Delays by Ubisoft or occurrence of disruptive innovation by a competitor
Identification and description of the risk

Potential impacts on the Group

Ubisoft operates on a market that is becoming increasinglycompetitive and selective and is subject to concentration,marked by rapid technological changes and economic models
requiring significant R&D investment. Although the Group does
its utmost to anticipate these new challenges, Ubisoft is
exposed to the loss of a major competitive advantage if acompetitor introduces a breakthrough innovation in terms oftechnology, business model or if the Group fails to innovate fastenough to meet the evolving needs of players.

The appearance of innovations and disruptive economic models
to which Ubisoft would be unable to adapt with sufficient
speed would be liable to cause a loss of market share andcompromise profitability and future income.

Risk mitigation and control

To limit this type of risk, Ubisoft:■ continues to offer products in different market segments, including the most innovative markets, so as to be ready to respond if
these innovative markets were to take off, and the Group has put partnerships in place with leading market stakeholders;■ carries out innovative research with dedicated teams tasked with planning for the next disruptive events or revolutions, particularly
in relation to software, gameplay, or technologies;■ created the “Tech Advisory Board”, made up of several members of Ubisoft, whose objective is to present the Group’s main
strategic technological challenges and advise it on the technological developments to be made to best meet market expectations;■ made acquisitions to obtain new technologies (i3D, etc.) and/or established partnerships (Parsec, etc.).

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RISKS AND INTERNAL CONTROL
Risk management and internal control mechanisms t

3.2

RISK MANAGEMENT AND INTERNAL CONTROLMECHANISMSThis section sets out the internal control and risk management
measures in place. It is based on information and control
methods reported by the various parties involved in internal

3.2.1

3

control within Ubisoft and its subsidiaries, as well as the work
carried out by the Internal Control Department, at the request of
Executive Management and the Audit Committee.

OBJECTIVES AND GENERAL PRINCIPLES

Ubisoft has introduced a range of risk management and internal
control measures to pre-empt, identify and address the maininternal and external risks facing the Group in the context of its
activities and that could have a negative impact on its
performance, image, financial position, or ability to reach its
targets.
To complete this range of measures, Ubisoft refers to thereference framework of France’s Autorité des Marchés
Financiers (French Financial Markets Authority – AMF) and its
application guide, updated in July 2010, and to the guidelines
issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO), updated in 2013.
Internal control and risk management are measures that
contribute to the management of activities, the effectiveness ofoperations, and the efficient use of resources, and which enableappropriate consideration to be given to any material risks,
whether operational, financial or compliance risks.
The range of internal control measures is designed in particular toensure:The risk management system is a component of internal control.
It allows Ubisoft to anticipate and identify the key internalor external risks that could pose a threat and prevent itfrom achieving its objectives. This management tool seeks inparticular to:1■ create and preserve the value, assets, and reputation of theGroup;

2■ secure the Group’s decision-making and processes to help it
achieve its objectives;■ contribute to ensuring that all actions are consistent withGroup values;

3■ involve Group team members in a common vision of theprincipal risks.
Therefore, these measures play a key role in the conduct andmonitoring of its activities.

4

However, Ubisoft is aware that its risk management and internal
control system cannot provide an absolute guarantee that its
objectives will be met and that all risks will be controlled.

■ compliance with laws and regulations;■ application of the instructions and policies set down by
Executive Management and the Audit Committee;

5■ proper functioning of the Group’s internal processes,
particularly those involving the security of its assets;■ reliability of the financial information published.

6

3.2.2 ORGANIZATION OF INTERNAL CONTROLThe internal control system relies on a solid foundation ofautonomy and collaboration within the Group’s teams,
encouraging the alignment of goals, resources and mechanisms
deployed. It is based on the clear identification of goals andresponsibilities, a human resources policy ensuring that
resources and skill levels are sufficient, and information systems
and tools adapted to each team and/ or subsidiary. Eachsubsidiary is responsible for implementing the relevant strategies
to achieve these objectives, although the monitoring andverification of the internal control system and risk management ishighly centralized by the functional departments.
Each subsidiary’s internal control systems include both theapplication of Group procedures and the definition and applicationof procedures specific to each business line in terms of its
organization, culture, risk factors, and operational characteristics.
As the parent company, Ubisoft monitors the existence andadequacy of internal control systems and specifically theaccounting and financial procedures implemented by fully
consolidated entities.

7

The internal control process undergoes constant modification toadapt to changes in the economic and regulatory environment,
the Group’s organization, and its strategy. In addition, to ensure
the efficiency of its internal control and risk management system,
the Group created an internal audit division in 2021 whose main
missions are presented below.

8
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CONTENTSRISKS AND INTERNAL CONTROLu Risk management and internal control mechanisms

Key parties involved in the internal control system
BOARD OF DIRECTORS
Its internal rules define the rules of governance that specify the role of the Board of directors, assisted by its committees,in particular the Audit Committee, which is tasked with ensuring the quality of internal control.

AUDIT COMMITTEE

ensures that the Group has reliable procedures that enable
the monitoring of the internal control system and the risk
identification, assessment and management system;

annually defines the priority internal control objectives andcommunicates them to the Internal Control Department;

ensures that its recommendations are implemented;

oversees the preparation of the accounting and financial
information.

EXECUTIVE MANAGEMENT *overseeing the Group's activities and the implementation of the strategic and development policies
decided by the Board of Directors;establishing the procedures and mechanisms deployed to ensure both the functioning and monitoringof the internal control system.

Operational Departments

Functional Departments

Internal control and Audit Department
Internal Audit
Division created in 2021

Internal control

the major policies andgoals are determined by
the General Management
i n e a ch a r e a a n d a r e
approved by the Executive
Management before being
sent to the subsidiaries;
each subsidiary has its own
general management, its
management team, and is
responsible for implementing the strategies designed
to ensure that these goals
are achieved;
the finance and accounting teams, present in all
Group subsidiaries, areresponsible for performing
analysis and control functions, including budgetingand the preparation of thefinancial statements.



help to define the key accounting, finance, legal, fiscal,
IT and human resources
policies, in collaboration with
the Executive Management;

support the subsidiaries in
the implementation of key
policies;ensure that the internal
control system is satisfactory by conducting audits
and training sessions in thesubsidiaries and issuingrecommendations.
These functional departments
are presented in detailin section 3.2.3 "Control
activities"

prepares and implements
the risk management assessment methodology basedon an approach focused onprocesses that allow theidentification of risks andkey controls;

provides support to operational teams through theimplementation of internal
control tools and software;organizes activity monitoringby defining key indicators toassess the relevance of theinternal control system andfacilitate decision making;evaluates the effectivenessof the internal control
system and contributes
to its improvement by
issuing and following up
recommendations;

performs various audit
assignments (investigations when allegations
have been made, analysesof operational and financial
processes, IT audits, etc.);

contributes to risk mapping.

defines Group procedures
aimed at structuring andimproving internal control.

* Executive Management appoints the Chairman and Chief Executive Officer, Yves Guillemot, and the members of the Executive Committee

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EXTERNAL AUDITORS/REGULATORS

Responsibilities:

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RISKS AND INTERNAL CONTROL
Risk management and internal control mechanisms t

Clear goals and responsibilities

The main risk factors that the Group considers to be significant,high priority, and specific to its business, together with themeasures designed to control such risks, are described in section
3.1 Risk factors.

To enable the various operational teams to achieve their goals,
temporary and permanent operational and banking authorizations
are granted. These are frequently reviewed by the Treasury
Department assisted by the Administration Department and are
updated to reflect any changes in roles and responsibilities.
Executive Management defines the rules for delegating power tosubsidiaries.

Other sources, such as summaries of assignments at
subsidiaries conducted by Audit and Internal Control, and thecomments and recommendations made by the Statutory Auditors
are also taken into consideration when defining the actions to betaken.

The division of powers and responsibilities is clearly defined by
the organization charts.

Consequently, at an individual level, each subsidiary has local
internal control procedures (delegation of bank signing authority,
verification of day-to-day transactions, principle of segregation ofduties, etc.) to minimize the risk of fraud.
Similarly, budgetary goals are defined annually by Executive
Management and monitored in each subsidiary by the accounting
and finance teams. Business performance is monitored byfinancial planning teams: at subsidiary level, these teams provide
relevant cost analyses to operational managers so that they canmake the necessary management decisions. This information isperiodically reported in a standard format and is consolidated byhead office teams, who analyze the differences between
objectives and actual performance.

Adequate resources and skills

Recruitment, training, and skills management are key elements of
the range of internal control measures which ensure, across allareas and in particular those that require specific expertise, therequired level of skill, in accordance with the Group’s values.
All the programs introduced by human resources at local andinternational levels are first and foremost designed to attract,
train, retain and motivate team members with strong technicaland/or managerial skills by offering them development
opportunities, share purchase plans, stock option plans, personal
development plans, customized training, etc.
The human resources teams are also tasked with ensuring
compliance with local regulations and applying Group policies.

Risk identification and management

In early 2022, in an effort to improve the efficiency of internal
processes and strategic monitoring, Ubisoft updated its overallrisk mapping produced in 2021 to take into account the impactsof the Covid-19 health crisis, the armed conflict between Russia
and Ukraine, and the consequences of sanctions imposed on
Russia. The risk mapping is communicated to the Audit
Committee and then to the Board of directors and is updated on aregular basis to take into account an environment increasingly
exposed to change (regulatory, economic, etc.). The methodology
used, based on sending a risk identification and self-assessment
questionnaire and conducting additional interviews involving theGroup’s operational and functional departments, makes it
possible to identify and analyze situations and risks scenarios
liable to have adverse consequences (strategic, financial,
operational, commercial, human, etc.) for Ubisoft. The risks thus
identified are then ranked according to their net criticality toprioritize the action plans to be put in place to limit the probabilityof these risks occurring and to minimize the consequences
thereof.

3

Combating corruption

1

To comply with the requirements imposed by article 17 of thelaw of December 9, 2016 on transparency, combating corruption,and the modernization of the economy (known as the “Sapin 2Law”), Ubisoft has reinforced its range of risk management andinternal control measures by integrating a program to prevent
corruption and influence peddling.

2

To do this, the Group has an intranet dedicated to the preventionof corruption, with the aim of providing all team members withthe resources necessary to act in accordance with the principles
of integrity defined by the Group. This intranet allows them toaccess:3■ the Ubisoft Code of Conduct: this in particular defines the
behaviors to be banned as liable to constitute acts ofcorruption or influence peddling. It is also a decision-making
guide that covers a wide range of topics, from the preventionof corruption to environmental protection, which explains toteam members how to respond to the most frequent andcritical situations encountered at work, such as confidentialityof information, acceptance of gifts from suppliers, dataprotection, conflicts of interest, etc. In June 2021, the Group
released a new version of its Code of Conduct, translated into
17 languages, in which topics related to the Sapin 2 law,among other things, were enhanced by incorporating a
specific section on the whistleblowing system and byclarifying the principles and expectations of the Group’s teammembers. In addition, a version of the Code of Conduct
intended for external use has been available on the Group’s
official website since early December 2021;

4
5
6■ a secure and anonymous online whistleblowing platform forreporting situations that are in breach of the Code of Conduct;■ an online training program enabling team members to identify
and react in response to potential situations of corruption
which may arise in a professional context. In parallel with thistraining program, those team members who have the greatest
exposure to risks of corruption and influence peddling, such as
management or purchasing staff, have received special
training and awareness-raising on these aspects;7■ the disciplinary regime which sets out the sanctions for any
breaches of the Code of Conduct.

8

The Group is continually working to strengthen its anti-corruption
and anti-influence peddling program. To enhance its third-party
integrity assessment system, the Group has appointed external
consultants to carry out an analysis of the current system in the2022 financial year and assist Ubisoft in implementing identified
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CONTENTSRISKS AND INTERNAL CONTROLu Risk management and internal control mechanisms

Furthermore, the corruption risk map established in 2018 is being
updated to determine priority action to be taken and adapt thethird-party assessment system and existing accounting controls
to ensure that accounting is not used to conceal acts ofcorruption or influence peddling.
In March 2022, the Group recruited a Sapin 2 compliancemanager to strengthen the coordination, monitoring andconsistent and standard application of the various Sapin 2
measures within the Group and to provide better support at theoperational level, particularly in terms of expertise and training.

Adapted solutions and operating methods

The IT teams provide the different business lines with solutions
adapted to their activities. They define, implement and operatethese solutions. The range of solutions used includes commercial
software as well as IT solutions developed in-house. This range isconstantly evolving in line with the ever-increasing requirements

in managing and analyzing information, while ensuring
compliance with the security standards in place at Ubisoft.
In particular, the Internal Control Department has a risk
management information system enabling the automation andreal-time monitoring of the progress of the periodic controls
carried out by the subsidiaries, in particular under the law known
as “Sapin 2”, as well as the modeling of the subsidiaries’
operational processes.
Similarly, each subsidiary and team strives to continuously
improve processes and documentation. This also involves
frequently reviewing and updating procedures to ensure uniform
application. These procedures are made available to the relevant
teams through collaborative tools developed by the Group.
Procedures associated with the preparation of accounting andfinancial information are described in section 3.2.4.

3.2.3 CONTROL ACTIVITIESIn addition to the risk management system, the Group has many
control processes in place at all Group levels. Functional
departments at the registered office play a crucial role in ensuringthat subsidiaries’ initiatives comply with Group guidelines andproviding support for risk management, especially when local
teams lack sufficient expertise in terms of team members.

■ the role of the Consolidation Department is to monitor
standards, to define the Group’s accounting policies, toproduce and analyze the consolidated financial statements,
and to prepare the accounting and financial information. It is
the main point of contact for the Statutory auditors during thehalf-yearly reviews and annual audits.

The centralized organization of these support functions enablesconsistent dissemination of the major policies and goals of
Executive Management:

The IFRS accounting standards applicable to the Group are
identified by the Consolidation Department and systematically
distributed via the online accounting policies manual
accessible by all accounting and financial services. Technicalmonitoring is carried out by the team that organizes andmanages the updating process via instructions or training.

■ the Financial Planning Department is responsible foranalyzing the Company’s performance using operational
monitoring based on monthly reports from all Groupsubsidiaries. It also coordinates meetings between Executive
Management and the Operational and Finance Departments
during which the various reporting Indicators are reviewed andthe differences between actual performance and initial
forecasts are analyzed, enabling the quarterly, interim, annual
and multiannual forecasts to be fine-tuned on the basis ofactual figures and market outlooks as received from local andoperational teams. The financial controllers monitor the wholefinancial reporting cycle and constantly query subsidiaries on
their performance levels, earnings, and business activity. They
then set and distribute the financial objectives for the current
financial year. The Financial Planning Department also carries
out an annual in-depth review of the multiannual forecasts(over three or five years), ensuring consistency with thestrategic decisions made by the Group. These processes
taken together represent a major component of the Group’s
internal control system and an ideal tool for monitoring theoperations of subsidiaries. They allow the Financial Planning
Department to alert Executive Management to the financial
consequences and the levels of performance of the different
operations undertaken whenever necessary. Furthermore,
the Financial Planning Department regularly performs analignment of management processes and improves its
management tools, in addition to establishing management
standards with the Information Systems Department so as toprovide a common language for all team members to work
with;

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The Consolidation Department centralizes all expertise on the
preparation and analysis of the Group’s monthly, interim andannual consolidated financial statements. It audits theaccounting information received from subsidiaries, checks its
compliance with the accounting policies manual and performs
reconciliations to ensure the standardization of procedures. A
detailed report is sent to Executive Management each monthso that the Group’s performance may be monitored andanalyzed. It ensures compliance with applicable standards andregulations so as to provide a true picture of the Group’sbusiness activities and position;■ the Treasury Department checks the suitability andcompatibility of exchange rate and liquidity risk management
policies, as well as the financial information published. It
arranges foreign exchange derivative contracts andcoordinates cash flow management at French and foreignsubsidiaries, in particular by overseeing cash pooling solutions
and cash flow projections. It centralizes and verifies theauthorizations granted to a limited number of team members,
who are exclusively authorized by Executive Management tohandle certain financial transactions, subject to pre-defined
limits and authorization procedures. The Treasury Department
provides support to the Group’s subsidiaries in theimplementation of tools for enhancing controls and the
security of means of payment;

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RISKS AND INTERNAL CONTROL
Risk management and internal control mechanisms t■ acquisitions are managed by the Acquisitions Department,
which reports to the Finance Department in close
collaboration with the Legal Department. The Acquisitions
Department examines and assesses the strategic interest of
the planned total or partial takeover of a company and submits
the relevant proposal to Executive Management, which makes
the final decision, given that, in excess of a certain acquisition
value, the decision must first be approved by the Board of
directors;■ the Legal Department consists of legal experts in business
law, including, but not limited to, contract law, intellectual
property law, consumer law, competition law, personal data
law, etc. The legal teams are based at the head office inFrance, North America (US, Canada), and Asia (China). They
are responsible for proposing innovative legal solutions thatcomply with current laws and regulations in the various
countries in which Ubisoft operates. As partners of theoperational teams, they are positioned upstream of operations
and set legal strategies based on the assessment of risks andopportunities. The Legal Department is responsible for the
management of litigation and legal proceedings with thesupport of specialized local law firms;■ the Tax Department assists and advises the Group’s French
and foreign companies with the analysis of the tax aspects of3

their projects. In coordination with external tax consultants, it
ensures the Group’s tax security by organizing risk prevention,
identification and management. It determines the Group’stransfer pricing policy and ensures compliance with reporting
requirements;■ the Information Systems Department is involved inselecting IT solutions, ensures their consistency, and monitors
their technical and functional compatibility. The IT Department
monitors the progress of IT projects and ensures that they arecompatible with requirements, existing systems, budgets, etc.
A periodic review of medium-term projects is also carried out
to take into account changes within the Group, priorities andconstraints.

1

The Risk Security and Management Department is
responsible for ensuring and organizing the protection of
Ubisoft activities, which include but are not limited to thesecurity of applications, information systems, online games,
human resources, and property. To this end, rules and control
measures are established with the aim of preventing andmanaging risks. These internal policies and procedures arereviewed regularly, circulated and adapted to maximize theirefficiency.

23

3.2.4 INTERNAL CONTROL OF THE PREPARATION OF FINANCIAL
AND ACCOUNTING INFORMATION
The internal control procedures relating to the preparation offinancial and accounting information are aimed in particular at
guaranteeing:■ compliance with accounting rules and the correct applicationof the principles used for the preparation of the accounts;■ the quality of the information escalated which is used for the
preparation of the accounts;■ that fraud and accounting irregularities are, as far as possible,
prevented and detected;■ reliability of the financial information published.
These are mainly implemented via the various accounting,financial and IT departments.

Organization and security of the financial
information systems

With a view to continually improving its information system andensure the integrity of accounting and financial data, the Groupinvests in implementing IT solutions and procedures to meet therequirements and constraints of both local teams and the Group,
while at the same time reinforcing the measures put in place forthe separation of duties and the improvement of the control ofaccess rights.
The large majority of the subsidiaries is integrated in PeopleSoft –Oracle for the accounting and management of operational flows(procurement, logistics, etc.). This centralized application, whichuses a single database, allows the sharing of frameworks andtransaction formats (product database, customer and supplierfiles, etc.).

4

With a view to integrating and automating accounting andfinancial solutions, the Group is gradually implementing
PeopleSoft – Oracle in its new subsidiaries. The computerizationof data exchange (interfaces between accounting systems andthe consolidation system, daily integration of banking entries,
automated payments, etc.) optimizes and improves processing
and guarantees greater reliability of accounting processes.

5

The consolidation and management forecasting applications areused by all Group companies, providing an exhaustive andstandardized view of business activities, and accounting andfinancial data. They thus help improve the effectiveness of
information processing.

6

Similarly, special attention is paid to the security of IT data andprocessing. The Security and Risk Management Department isconstantly working with IT to improve levels of control to ensure:7■ availability of online services and systems;■ data availability, confidentiality, integrity and traceability;■ protection of online services from unauthorized access;■ monitoring of the network against internal and external
threats;■ data security and recovery.

8

These systems are mainly hosted in our internal data centers but
also by partners providing cloud-based services and software as aservice (SaaS). Security audits are carried out both upstream anddownstream within the context of our quality audit to ensure thesecurity of the information system.

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Financial statement preparationand consolidation process

The financial statements of each subsidiary are drawn up, under
the responsibility of their manager, by the local accounting
departments, which ensure compliance with country-specificregulatory and tax constraints. For those subsidiaries with thegreatest contribution in terms of sales or capitalized production,
Statutory auditors conduct:■ limited reviews at the half-year closing (covering 80% ofGroup sales and 65% of capitalized production);■ full audits or limited reviews at annual closing depending on
the size of the subsidiary (covering 93% of Group sales and
93% of capitalized production).
Reporting of accounting information, in standardized monthly
reports, is carried out according to the schedule established by
the Consolidation Department and approved by the
Administration Department. Each subsidiary must apply existingGroup procedures to the recording of accounting data for monthly
reporting, half-year and annual financial statements and quarterly
forecasts.
Reporting for subsidiaries is compiled in accordance with the
IFRS applicable to the Group. These are identified by theConsolidation Department and systematically distributed via theonline accounting policies manual issued to all accounting andfinancial services. Consolidation packages for subsidiaries with acontribution of more than 1% of sales or capitalized production
are subject to either a limited review or an audit, if necessary, toensure the proper application of Group principles.
The subsidiaries’ accounting information is uploaded, reconciled,
and then consolidated in a central software solution, HFM from
Oracle, under the responsibility of the Consolidation Department.
This software supports automatic verification and consistency
checking of flows, the statement of financial position, specificline items in the income statement, etc. It also allows fast,
reliable data reporting and is designed to make the consolidated
financial statements secure.
The Group has taken measures to shorten the process of
preparing the consolidated financial statements and to make it
more reliable. For example, the Consolidation Department has
drawn up procedures, which are updated periodically, enabling
subsidiaries to optimize understanding and effectiveness of thesolutions, and to guarantee the standardization of publishedaccounting and financial data:■ drawing up a Group chart of accounts;■ implementing automatic mapping between the separate
financial statements and the consolidated financial
statements;■ drawing up a user manual for the consolidation statement;■ drawing up a consolidation manual;■ drawing up an accounting policies manual.
The Consolidation Department also carries out ongoing
monitoring so as to track and anticipate changes to the regulatory
framework applicable to Group companies.

42

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Accounting and financial information
validation procedures

Ubisoft’s accounting and financial information is prepared by the
Administration Department under the supervision of the
Chairman and Chief Executive Officer, with the Board of directors
responsible for final approval, based on a presentation by the
Audit Committee.
The consolidated financial statements are subject to a limited
review by the Group’s Statutory auditors as at September 30, andan audit as at March 31. The Administration Department works inconstant collaboration with the Statutory auditors to coordinate
the year-end process and to anticipate significant accounting
treatments.
One-off assignments during the financial year, such as pre-closing
reviews prior to each interim and annual closing date, make itpossible to forecast and assess specific accounting issues inadvance. This systematic review eases finalization at thestatement of financial position closing date and reduces the timeneeded to prepare the consolidated financial statements.
At international level, the audit of the financial statements incertain subsidiaries is carried out by the KPMG and Mazars
networks, co-Auditors for the parent company. Their local
representative does everything required as regards the Statutory
auditors. This organization helps to standardize audit procedures.
The Group announces its sales on a quarterly basis and its
earnings every six months.
The Consolidation Department checks and delivers theaccounting information included in the Group’s financial releases
that relate to the consolidated financial statements.

External financial information
management process

The Financial Communications Department distributes thefinancial information required for the Group’s strategy to beunderstood to shareholders, financial analysts, investors, etc.
All financial and strategic releases are reviewed and approved by
Executive Management. Financial information is published instrict compliance with market regulations and in keeping with theprinciple of equal treatment of shareholders.

CONTENTS

RISKS AND INTERNAL CONTROL
Risk management and internal control mechanisms t

3

3.2.5 ONGOING SUPERVISION OF THE INTERNAL CONTROL SYSTEM
The introduction of an overall formalized approach to internal
control:■ allows the quality of controls in subsidiaries to be understood,
particularly by means of:• ensuring that risk levels associated with their business andfunctional organization are taken into account,• ensuring that activities carried out locally are in line withGroup strategy and guidelines,• justifying investments and expenditure,• evaluating the efficient utilization of resources (human,material or financial);■ improves operational and financial practices by means ofcorrectiveandoptimization
initiatives
toremedyshortcomings;■ allows effective monitoring of compliance with theseprocedures and controls.
To ensure the continual improvement of the Internal Control
measures in place, the Group continued its efforts in 2021-2022,with the following actions in particular:■ further strengthening of the anti-corruption program as part ofthe project to ensure compliance with the law of December 9,2016 on transparency, combating corruption, and themodernization of the economy (known as the “Sapin 2” law) –see section 3.2.2 – Organization of internal control/Combating
corruption;■ the updating of the Group’s global risk mapping;■ the acquisition of a GRC tool (governance, risk & compliance)
to enable centralized management and a more proactive
approach to risk monitoring, controls, and action plans;■ an IT audit to assess the level of internal control of theaccounting information system and thus contribute to its
improvement through the recommendations issued;■ the drawing up of Group procedures aimed at structuring andimproving internal controls.

1

In 2022-2023, the Group will continue to support its subsidiaries
with a proactive approach to the assessment of operational risk
and the definition of action plans and the corresponding controls.
In addition, the Audit Committee, which comprises three
independent directors, receives regular updates on the roll-out ofinternal control measures, the results of the audits carried out
within subsidiaries, any major risk identified during the risk
mapping exercise, and the monitoring of action plans relating to
the control of such risks. It thereby guarantees the effectivenessof the internal control systems, risk management, and the
security of the Group’s IT systems.

2
3

The Audit Committee is also tasked with monitoring the processused for the preparation of financial and accounting information. It
examines the annual and half-year consolidated financial
statements as well as the conclusions of the Statutory auditors
prior to their presentation to the Board of directors.

4

3.2.6 INSURANCE AND RISK COVERAGE
The insurance management policy falls under the general scopeof risk management. It aims to protect the Group and its staff
against the consequences of certain potential and identified
events that could have an impact on it or them.

■ customer credit risk insurance: to protect itself against therisks of non-payment, the Group has set up a global risk
pooling policy that covered 94% of Group revenue excluding
digital at the end of March 2022.

So as to take advantage of its international presence, Ubisoft
combines the standardized coverage of global risks with thespecific management of local risks.

Moreover, other insurance is managed locally by the entities,
with support from the registered office:The main insurance programs coordinated by the Group relate to:■ commercial liability insurance: this worldwide program
offers coverage for:• operations liability,• product liability – including the withdrawal of goods,• professional liability.
This program provides standardized and coordinated coverage for
all Ubisoft subsidiaries:■ transport and storage insurance: the Group acts as aservice platform offering arranged coverage, up to a maximum
limit. All European and Canadian subsidiaries are covered;■ civil liability insurance for corporate officers: this is in place
to cover any claims made against de jure or de facto
executives, as well as defense and ancillary costs;

5
6■ property damage and trading loss insurance: this type of
insurance is taken out directly by the subsidiaries so as to takeaccount of the specific nature of their businesses and any
local insurance opportunities;■ specific coverage, such as insurance for building andconstruction work, vehicle insurance, employee health andretirement benefits, occupational accidents, business travel,
or expatriation. These policies are set up in accordance withlocal regulations and requirements.

7

Through these programs, the Group aims to obtaincomprehensive and extensive coverage for risks and pays
particular attention to the financial conditions offered.

8

Total premiums paid on insurance policies in force during thefinancial year ended March 31, 2022 amounted to €2.4 million
excluding credit insurance.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

43

CONTENTS

44

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

4
4.1

CORPORATE GOVERNANCE

CONTENTSCORPORATEGOVERNANCEREPORT

1
2
3

46

4.2

4.1.1 Presentation of the Board of directors
and its committees

47

COMPENSATION OF
CORPORATE OFFICERS

91

4.2.1 Compensation policy (“Ex Ante” vote)92

4.1.2 Governance organization

68

4.2.2 Components of the compensation
paid to corporate officers during
or granted in respect of the financial
year ended March 31, 2022(“Ex Post” vote)104

4.2.3 Reports required by articles
L. 225-184 and L. 225-197-4of the French commercial code

117

4
5
6
7
8
9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

45

4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governanceThis chapter constitutes the report of the Board of directors on
corporate governance presented to the Shareholders’ General
Meeting, in accordance with the provisions of articles L. 225-37,
paragraph 6, L. 225-37-4 and L. 22-10-8 to L. 22-10-11 of theFrench commercial code.

The main parties involved in preparing and drawing up the report
are the Chairman and Chief Executive Officer, the members of
the Board of directors and of the committees, working in close
collaboration with the Administration Department in charge of its
preparation, assisted by the Human Resources Department.

It was presented to the Nomination, Compensation and
Governance Committee prior to its adoption by the Board of
directors at its meeting of May 11, 2022.

ABBREVIATIONS USED IN THE CONTEXT OF THIS CHAPTER
AGA: Free ordinary share grant2020 General Meeting: Combined General Meetingof July 2, 2020

AGAP: Free preference share grant2021 General Meeting: Combined General Meetingof July 1, 2021

AMF: French Financial Markets Authority(Autorité des Marchés Financiers)

2022 General Meeting: Combined General Meetingof July 5, 2022

Board: Board of directors
CEO: Chief Executive Officer

NCGC: Nomination, Compensation and GovernanceCommittee

Chairman and CEO: Chairman and Chief Executive Officer
CSR Committee: Corporate Social Responsibility Committee

OS: Ordinary shares

Deputy CEO: Deputy Chief Executive Officer

Ubisoft Share(s) or Share(s): Ubisoft Entertainment SA
ordinary share(s) listed on the Euronext Paris market

General Meeting: Shareholders’ General Meeting

SOP: Share purchase and/or subscription options

4.1 CORPORATE GOVERNANCE
The Company is committed to applying the best corporate
governance practices in order to ensure efficient, transparent
governance, in keeping with the long-term interest of theCompany and all of its stakeholders.
To this effect, the Board relies on the work of its committees andlead director, and on:■ the feedback from the governance roadshows conducted
every year with the governance teams of Ubisoft’s main
shareholders and proxy advisors, in the presence of the
Finance and Investor Relations Department and the Human
Resources Department and, where appropriate, the leaddirector and/or the President of the NCGC;

46

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22■ the recommendations of the Afep-Medef Corporate
Governance Code for listed companies revised in January
2020 (the “Afep-Medef Code”);■ the results of assessments of the functioning of the Boardand its committees (see 4.1.2.3.4);■ lastly, the succession plans, which are reviewed on an annual
basis.
The Board makes sure that Ubisoft’s governance bodies operate
in a smooth and efficient way, with due regard to the balance ofpowers, thanks to the existence of solid checks and balances(see 4.1.2.2.1).

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4.1.1

PRESENTATION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

4.1.1.1

Summary presentation at May 11, 2022

4

Yves GUILLEMOT
Chairman and Chief Executive Officer
Director

Claude GUILLEMOT

Anne WÜBBENHORST

Deputy Chief Executive Officer
in charge of operations
Director

Director representing
employees

Lionel BOUCHET

1Michel GUILLEMOT

Director representing
employees

Deputy Chief Executive Officer
in charge of development,
strategy and financeDirector

John PARKES
Director representing
employee shareholders

2

Gérard GUILLEMOTOUR BOARDOF DIRECTORS

Deputy Chief Executive Officer
in charge of publishing
Director

Belén
ESSIOUX-TRUJILLO

Christian GUILLEMOT
Deputy Chief Executive Officer
in charge of administration
Director

INDEPENDENT Director

CorinneFERNANDEZ-HANDELSMAN

3

Didier CRESPELINDEPENDENT
Lead Director

INDEPENDENT Director

Florence NAVINERINDEPENDENT Director

Committee President

13

DIRECTORS

11

4Laurence HUBERT-MOY
INDEPENDENT Director

Audit Committee

Nomination, Compensation
and Governance Committee

50%

5Corporate Social
Responsibility Committee

640%

INDEPENDENTDIRECTORS (1)BALANCEWOMEN/MEN (2)

o/w

with

7

appointed by the General Meetingo/w

1

DIRECTOR representing employee
shareholders

and2

DIRECTORS
elected by employees

1

INDEPENDENTLEAD DIRECTOR

100%

on the Audit
Committee andthe NCGC

50%
on the CSR
Committee

Committee Presidents

100%

INDEPENDENT
WOMEN

56.38

8

YEARS

average age

931%

OF FOREIGN NATIONALITY
or DUAL NATIONALITY (3)(1) Directors representing employees and employee shareholders are not taken into account for the calculation of the independence rate on the Board andits committees, in accordance with the Afep-Medef Code(2) Directors representing employees and employee shareholders are not taken into account in the calculation of this percentage, in accordance witharticles L. 225-27-1, II and L. 225-23 of the French commercial code
(3) Two foreign nationals and two dual nationals/three directors who are based abroadUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

47

4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

13

92%

DIRECTORS

50%

(1)

AVERAGE ATTENDANCERATE AT MEETINGSOF THE BOARD
OF DIRECTORS FY22

(2)

INDEPENDENCE RATEOF DIRECTORS

40%

(3)

RATE
OF WOMEN> YvesGUILLEMOT> Claude
GUILLEMOT> Michel
GUILLEMOT

Chairman and Chief
Executive Officer
Director
61 years old
FrenchDeputy Chief
Executive Officer incharge of operations
Director
65 years old
FrenchDeputy Chief
Executive Officer
in charge ofdevelopment,
strategy and financeDirector
63 years old
French> Gérard
GUILLEMOT> Christian
GUILLEMOT> Didier
CRESPEL

Deputy Chief
Executive Officer incharge of publishing
Director
60 years old
French-American

Deputy Chief
Executive Officer
in charge ofadministration
Director
56 years old
FrenchINDEPENDENT
Lead Director
60 years old
French> Laurence
HUBERT-MOY> Florence
NAVINER> Corinne
FERNANDEZHANDELSMAN

INDEPENDENT
Director
60 years old
FrenchINDEPENDENT
Director
59 years old
FrenchINDEPENDENT
Director
60 years old
French> BelénESSIOUX-TRUJILLO> John
PARKES> Lionel
BOUCHET

INDEPENDENT
Director
56 years old
SpanishDirector
representing
employeeshareholders
52 years old
French-English

Director
representing
employees
48 years old
French> AnneWÜBBENHORST
Director
representing
employees
33 years old
German(1) Based on 8 meetings(2) Directors representing employees and employee shareholders are not taken into account, in accordance with the Afep-Medef Code(3) Directors representing employees and employee shareholders are not taken into account in accordance with articles L. 225-27-1, II and L. 225-23 of theFrench commercial code48

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

AUDIT COMMITTEE> Florence
NAVINER> Laurence
HUBERT-MOY> Didier
CRESPEL

President
Independent
director

Independent
director

Independent
director

100%
INDEPENDENT

67%

6

WOMEN

FY22 MEETINGS

1

94%

ATTENDANCE

23NOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE> Laurence
HUBERT-MOY
President
Independent
director

100%
INDEPENDENT> Corinne
FERNANDEZHANDELSMAN> BelénESSIOUX-TRUJILLO

Independent
director

Independent
director

100%

5

WOMEN

FY22 MEETINGS

4
5

100%
ATTENDANCE

67CORPORATE SOCIAL RESPONSIBILITY COMMITTEE> Corinne
FERNANDEZHANDELSMAN
President
Independent
director

50%(1)

INDEPENDENT

50%

WOMEN

(2)

> Gérard
GUILLEMOT> Lionel
BOUCHET

Director

Director
representing
employees

4

FY22 MEETINGS

8
9

100%
ATTENDANCE(1) The director representing employees is not taken into account, pursuant to the Afep-Medef Code(2) The director representing employees is not taken into account, pursuant to article L. 225-27-1, II of the French commercial code

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

49

4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance4.1.1.2 Individual presentation of the members of the Board of directors and committees

GenderName

Age

Personal information

Position within the Board

Numberof shares
Nationality (05/11/22)

Start
of 1stterm

Attendance (FY22)

End of Years ofcurrent presence
term ofon theofficeBoard

Audit
Board (1) Committee

CSR
NCGC Committee

Offices in listedcompanies(outside theUbisoft group)

4.1.1.2.1 Summary presentation at May 11, 2022

EXECUTIVE MANAGEMENT
Yves Guillemot,
Chairmanand CEO

61

M

French990,627 02/28/88

2024

34

100%

—

—

—

0

ClaudeGuillemot,
Deputy CEO

65

M

French754,776 02/28/88

2024

34

88%

—

—

—

1

MichelGuillemot,
Deputy CEO

63

M

French505,325 02/28/88

2025

34

100%

—

—

—

1

GérardGuillemot,
Deputy CEO

60

M

FrenchAmerican

462,201 02/28/88

2024

34

75%

—

—

100%

1

Christian
Guillemot,
Deputy CEO

56

M

French

68,493 02/28/88

2025

34

75%

—

—

—

1

—

0

DIRECTORS DEEMED INDEPENDENT
Didier Crespel

60

M

French320 11/20/13

2023

9

100%

83%

—

Laurence
Hubert-Moy

60

F

French414 06/27/13

2025

9

100%

100%

100% (2)

—

0

(2)

—

—

0

Florence Naviner

59

F

French315 09/29/16

2024

6

75%

100%

CorinneFernandezHandelsman

60

F

French

190 09/22/17

2023

5

88%

—

100%

100% (2)0Belén EssiouxTrujillo

56

F

Spanish235 12/08/20

2023

1.5

100%

—

100%

—

0

185 (3) 07/02/20

2024

2

100%

—

—

—

0

DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERSJohn Parkes

52

M

FrenchEnglish

DIRECTORS REPRESENTING EMPLOYEES
Lionel Bouchet

48

M

French148 (3) 03/07/18

2022

4

100%

—

—

100%

0

Anne
Wübbenhorst

33

F

German222 (3) 12/16/20

2024

1.5

100%

—

—

—

0

(1) Based on 8 meetings(2) Committee President in FY22(3) Held personally: excluding employee share ownership plans

50

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

4.1.1.2.2 List of offices and positions of corporate officers as of March 31, 2022
Yves GUILLEMOT
Chairman and Chief Executive Officer/Director
61 years old
FrenchNumber of shares at 03/31/22
990,627

1st appointment (director)
02/28/88

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 1
Ubisoft Entertainment SA

End of current term
2024 General Meeting

OTHER APPOINTMENTS AND ROLES

1
2

BIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCE
President of Ubisoft Annecy SAS, Ubisoft Production Internationale SAS,
Ubisoft International SAS, Ubisoft Paris SAS, Ubisoft Montpellier SAS,
Ubisoft France SAS, Ubisoft EMEA SAS, Nadéo SAS, Owlient SAS,
Ubisoft Motion Pictures Rabbids SAS, Ubisoft Création SAS, Ivory Tower
SAS, Ubisoft Bordeaux SAS, 1492 Studio SAS, Green Panda Games SAS,
Puzzle Games Factory SAS, Solitaire Games Studio SAS
General Manager of Ubisoft Motion Pictures SARL, Ubisoft Mobile
Games SARL, Ubisoft Paris - Mobile SARLABROAD
General Manager of Ubisoft Blue Byte GmbH (Germany), Ubisoft GmbH
(Germany), Kolibri Games GmbH (Germany), Ubisoft Studios Srl (Italy),
Ubisoft EooD (Bulgaria), Ubisoft Sarl (Morocco), Blue Mammoth Games
LLC (United States), i3D.net LLC (United States)
CEO and Director of Ubisoft Emirates FZ LLC (United Arab Emirates)
Director of Ubisoft Pty Ltd (Australia), Ubisoft SA (Spain), Ubi Studios SL(Spain), Ubisoft Ltd (United Kingdom), Ubisoft Reflections Ltd (United
Kingdom), Hyper Beats Ltd (United Kingdom), Future Games of London
Ltd (United Kingdom), Ubisoft Ltd (Hong Kong), Ubisoft SpA (Italy), Ubisoft
KK (Japan), Ubisoft Osaka KK (Japan), RedLynx OY (Finland), Ubisoft BV(Netherlands), BMG Europe BV (Netherlands), i3D.net BV (Netherlands),
SmartDC BV (Netherlands), Ubisoft Srl (Romania), Ubisoft Entertainment
Sweden AB (Sweden), Ubisoft Fastigheter AB (Sweden), Ubisoft
Barcelona Mobile SL (Spain), Ubisoft DOO Beograd (Serbia)
President and Director of Ubisoft Entertainment Inc. (Canada), Hybride
Technologies Inc. (Canada), Ubisoft Toronto Inc. (Canada), Ubisoft Music
Publishing Inc. (Canada), Ubisoft Winnipeg Inc. (Canada), Ubisoft Nordic A/
S (Denmark), Ubisoft CRC Ltd (United Kingdom), Ubisoft Entertainment
India Private Ltd (India), Red Storm Entertainment Inc. (United States)
Executive Director of Shanghai Ubi Computer Software Co., Ltd. (China),
Chengdu Ubi Computer Software Co., Ltd. (China)
Chief Executive Officer and Director of Ubisoft Singapore Pte Ltd(Singapore)
Vice-President and Director of Ubisoft Inc. (United States)
Chairman and CEO of Ubisoft Vietnam Company Limited (Vietnam)

Fresh out of business school, Yves Guillemot
and his four brothers embarked on anadventure in the nascent video game industry
and founded Ubisoft in 1986. Early on, they
understood that creating original content inhouse and developing proprietary brands
would be key to Ubisoft’s success.
Originating from the word “ubiquity,” Ubisoft
immediately announced its intention to bepresent with all players worldwide. Yves
Guillemot was appointed Chairman by his
brothers. He established Ubisoft’s strategy ofusing ground-breaking technologies orchanging habits to innovate, create brands
and capture market share. With a strong
focus on organic growth, he developed anorganization recognized for its top-ranking
talents and collaborative approach.
For more than 35 years, Yves has been
supporting Ubisoft’s growth in a constantly
evolving industry. Under his leadership,
Ubisoft’s passionate teams have been able to
make
the
most
of
technologicalbreakthroughs to innovate and reinforce
playercommitment.
His
extensive
professional experience is highly valued byinternational groups such as Andromède,
where he sits on the Board.
Yves Guillemot was named Entrepreneur of
the Year by Ernst & Young in 2009 and 2018,
and Glassdoor elected him one of the Top 2
most esteemed CEOs in France in 2018. In
March 2020, at the Pegase awards (Frenchacademy of video game arts and technique),he received a Prize of Honor in recognition of
his entire career.

3
4
5
6
7
8

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS••••Video game industry
International strategy and innovation
Finance
Governance and management

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

51

4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

OTHER APPOINTMENTS AND ROLESCURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCE

Director of AMA SA, Andromède SAS
Deputy Chief Executive Officer of Guillemot Corporation SA (*)
Chief Executive Officer of Guillemot Brothers SAS
ABROAD

Director and Deputy Chief Executive Officer of Guillemot Brothers Ltd (United Kingdom)
Director of Playwing Ltd (United Kingdom), AMA Corporation PLC (*) (United Kingdom)
Director of Guillemot Ltd (United Kingdom), Guillemot Inc. (United States), Guillemot Inc. (Canada)
EXPIRED POSITIONS WITHIN THE UBISOFT GROUP (LAST 5 FINANCIAL YEARS)FRANCE

General Manager of Ubisoft Learning & Development SARL, Script Movie SARL, Ivory Art & Design SARL
President of Ubisoft Motion Pictures Assassin’s Creed SAS, Ubisoft Motion Pictures Splinter Cell SAS, Krysalide SAS
ABROAD

General Manager of Ubisoft Entertainment SARL (Luxembourg), Dev Team LLC (United States)
Director of Performance Group BV (Netherlands), SmartDC Holding BV (Netherlands), SmartDC Heerlen BV (Netherlands)
President and Director of Ubi Games SA (Switzerland), Ubisoft L.A. Inc. (United States), Script Movie Inc. (United States)
President of Dev Team LLC (United States)
EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP (LAST 5 FINANCIAL YEARS)FRANCE

Member of the Supervisory Board of Lagardère SCA ⁽*⁾
Director of Rémy Cointreau SA ⁽*⁾
ABROAD

N/A(*) Listed company

52

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Claude GUILLEMOT
Deputy Chief Executive Officer in charge of operations/Director
65 years old
FrenchNumber of shares at 03/31/22
754,776

1st appointment (director)
02/28/88

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 2
Ubisoft Entertainment SA
Guillemot Corporation SA

End of current term
2024 General Meeting

1
OTHER APPOINTMENTS AND ROLESBIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A
ABROAD
Director of Ubisoft Nordic A/S (Denmark), Ubisoft Emirates FZ LLC(United Arab Emirates)
Alternate Director of RedLynx OY (Finland), Ubisoft Entertainment
Sweden AB (Sweden), Ubisoft Fastigheter AB (Sweden)
CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCE
Chairman and Chief Executive Officer and Director of Guillemot
Corporation SA ⁽*⁾
President of Hercules Thrustmaster SAS, Guillemot Innovation Labs SAS
Chief Executive Officer of Guillemot Brothers SAS
Director of AMA SAABROAD
President and Director of Guillemot Inc. (Canada), Guillemot Recherche& Développement Inc. (Canada), Guillemot Inc. (United States)
Director and Deputy Chief Executive Officer of Guillemot Brothers Ltd(United Kingdom)
Executive Director of Guillemot Electronic Technology (Shanghai) Co.,
Ltd. (China)
Director of Guillemot SA (Belgium), Guillemot Ltd (United Kingdom),
Guillemot Corporation (HK) Ltd (Hong Kong), Guillemot Srl (Italy), Guillemot
Romania Srl (Romania), Guillemot Spain SL (Spain)
Director of Playwing Ltd (United Kingdom), AMA Corporation (*) PLC(United Kingdom)
General manager of Guillemot GmbH (Germany)

Claude Guillemot is the Chairman and Chief
Executive Officer of Guillemot Corporation,
which specializes in audio solutions under the
Hercules brand and gaming accessories for
PC, mobiles, and consoles under theThrustmaster brand. Since 1997, he has beenin charge of the development of the Company
that now markets these products in morethan 140 countries, with the backing ofseveral R&D, commercial and logistics
centers in Europe, Canada and China.
Claude Guillemot co-founded Ubisoft in 1986.
He sits on Ubisoft’s Board of directors and is
Deputy Chief Executive Officer in charge of
operations. He provides entrepreneurial spirit
to the Board of directors of Ubisoft, as well as
his international experience of Asia, where helived, and his in-depth knowledge of gaming
technologies
forPCs,
consolesandaccessories.
Claude Guillemot holds a Master’s Degree in
Economic Science from Rennes 1 University(France) and an Industrial Computing
Certificate from ICAM (Lille, France).

3
4
5
6

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS••Hardware technologies
International development

7

EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)

8FRANCEN/A
ABROAD

9N/A
EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A
ABROAD
N/A(*) Listed company

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governanceMichel GUILLEMOT
Deputy Chief Executive Officer in charge of development, strategy and finance/Director
63 years old
FrenchNumber of shares at 03/31/22
505,325

1st appointment (director)
02/28/88

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 2
Ubisoft Entertainment SA
Guillemot Corporation SA

End of current term
2025 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A
ABROAD
N/A
CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCE
Deputy Chief Executive Officer and Director of Guillemot
Corporation SA (*)
Chief Executive Officer of Guillemot Brothers SAS
Director of AMA SAABROAD
Director and Deputy Chief Executive Officer of Guillemot Brothers
Ltd (United Kingdom)
Director of Playwing Ltd (United Kingdom), Artificial Intelligence
Research Lab Ltd (United Kingdom), AMA Corporation PLC ⁽*⁾ (United
Kingdom)
President and Director of Ariann Finance Inc. (Canada),
Divertissements Playwing Inc. (Canada), Laboratoire de recherche surl’intelligence artificielle (AIRLAB) Inc. (Canada)
Director of Guillemot SA (Belgium), Guillemot Ltd (United Kingdom),
Guillemot Inc. (United States), Guillemot Inc. (Canada), Playwing Ltd(Bulgaria)
EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)EXPERTISE BROUGHTTO THE BOARD OF DIRECTORSFRANCE• Video game industry

N/A
ABROAD
N/A
EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A
ABROAD
N/A(*) Listed company

54

With a passion for information technology,
MichelGuillemot
createdGuillemot
International Software in 1984. At the time,
the Company was positioned in a nichesegment – the distribution and import of video
games – in which it rapidly became theFrench leader.
In 1986, Michel Guillemot co-founded Ubisoftwith his brothers. In charge of the creation of
Ubisoft’s studios, he took part in the
Company’s first major production: Rayman.
He then co-founded Gameloft, which hesteered toward the development of mobile
games and managed from 2001 to 2016.
Under his leadership, Gameloft experienced
strong growth and became a major player inthe global market. Michel Guillemot is now
developing new companies specializing in
artificial intelligence (AI).
He is a member of the Board of directors of
Ubisoft and Deputy Chief Executive Officer ofdevelopment, strategy and finance. He brings
to the Board of directors his in-depth
knowledge of mobile games and themechanisms to attract and engage a massmarket audience, as well as his expertise in all
AI aspects.
He graduated from EDHEC business schooland holds a degree (DECS) in accounting.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

•
•
•

IT
Mobile industry
FinanceCONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Gérard GUILLEMOT
Deputy Chief Executive Officer in charge of publishing/Director
CEO of Ubisoft’s cinema and television business
Member of the CSR Committee
60 years old
French-American

Number of shares at 03/31/22
462,201

1st appointment (director)
02/28/88

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 2
Ubisoft Entertainment SA
Guillemot Corporation SA

End of current term
2024 General Meeting

OTHER APPOINTMENTS AND ROLES

1BIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A
ABROAD
President and Director of Ubisoft L.A. Inc. (United States), Script Movie
Inc. (United States)
CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCE
Deputy Chief Executive Officer and Director of Guillemot Corporation
SA (*)
Chief Executive Officer of Guillemot Brothers SAS
Director of AMA SAABROAD
President of Longtail Studios Inc. (United States), Longtail Studios Halifax
Inc. (Canada), Longtail Studios PEI Inc. (Canada)
Director and Deputy Chief Executive Officer of Guillemot Brothers Ltd(United Kingdom)
Director of Playwing Ltd (United Kingdom), AMA Corporation PLC (*)(United Kingdom)
Director of Guillemot Ltd (United Kingdom), Guillemot Inc. (United States),
Guillemot Inc. (Canada)
EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A
ABROAD
Vice-President of DevTeam LLC (United States)
EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)

Gérard Guillemot is the founder, Chairman
and Chief Executive Officer of Longtail
Studios, a company producing video games
for family audiences. In 2000, he founded
Gameloft, which was then a pioneer in thedevelopment of online games. Gérard
Guillemot founded Ubisoft with his brothers in
1986, being in charge of editorial content andthe production teams. He plays an active rolein the strategy of the creation of original
brands. The holding of proprietary franchises
is now a distinctive pillar of the Group’s
strategy, providing long-term visibility andsecurity to shareholders. Gérard Guillemot
also supported the expansion of Ubisoft inNorth America.
He is now at the helm of Ubisoft’s Film
&Television division. He also sits on the Boardof directors and is Deputy Chief Executive
Officer in charge of publishing. Deeply rooted
in the United States and with a keen interestin the dynamics of social media and online
community management, he brings to theBoard his understanding of these essential
aspects for the success of video games.
Gérard Guillemot took on the presidency of
the CSR Committee from its creation until
April 6, 2021.
He is a graduate of the EDHEC businessschool and has been living in the UnitedStates for around fifteen years.

3
4
5
6
7

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS
•
•
•
•

8

Publishing
Content creation
Talent recruitment and management
Corporate social responsibility

9

FRANCEN/A
ABROAD
N/A(*) Listed company

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Christian GUILLEMOT
Deputy Chief Executive Officer in charge of administration/Director
56 years old
FrenchNumber of shares at 03/31/22
68,493

1st appointment (director)
02/28/88

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 2
Ubisoft Entertainment SA
Guillemot Corporation SA

End of current term
2025 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A
ABROAD
Director of Ubisoft Nordic A/S (Denmark)
CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCE
Chairman and Chief Executive Officer and Director of AMA SA
President of Guillemot Brothers SAS, AMA Opérations SAS, AMA
Research and Development SAS
Deputy Chief Executive Officer and Director of Guillemot Corporation
SA (*)
General Manager of Guillemot Administration et Logistique SARLABROAD
Chairman and Chief Executive Officer and Director of AMA L’Œil del’Expert Inc. (Canada)
Chairman and Chief Executive Officer and Director of Guillemot
Brothers Ltd (United Kingdom), AMA Xperteye Inc. (United States), AMA
Corporation PLC ⁽*⁾ (United Kingdom)President and Director of Playwing Ltd (United Kingdom)President and Director of Playwing Entertainment SL (Spain)
Director of AMA Xperteye Ltd (United Kingdom), AMA Xperteye Limited(Hong Kong), AMA Xperteye KK (Japan)
Executive Director of AMA (Shanghai) Co., Ltd (China)
Director of Laboratoire de recherche sur l’intelligence artificielle (AIRLAB)
Inc. (Canada), AMA Xperteye Srl (Romania), AMA Xperteye S.R.L (Italy),
Guillemot SA (Belgium), Guillemot Inc. (Canada), Guillemot Recherche &Développement Inc. (Canada), Guillemot Inc. (United States), Guillemot
Ltd (United Kingdom), Guillemot Corporation (HK) Ltd (Hong Kong)
President of AMA Xperteye SL (Spain)
General Manager of AMA Xpert Eye GmbH (Germany)
EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A
ABROADN/A

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Christian Guillemot is CEO of AMA
Corporation Plc, a group he co-foundedwith his brothers in 2004. The AMA groupis one of the world leaders in new uses in
the fields of telehealth and remote help
using connected eyeglasses.
Withapassionfor
innovation,
entrepreneurship and new technologies,
Christian Guillemot is actively involved in
the creation of French Tech digital
accelerators. He is also Chairman and Chief
Executive Officer of Guillemot Brothers
Ltd, the family holding company of the
Guillemot group.
Christian Guillemot co-founded Ubisoft in1986 with his brothers. He is a member ofthe Board of directors and Deputy Chief
Executive
Officerinchargeofadministration. He has overseen thecreation, consolidation and integration of
Ubisoft’s international subsidiaries andplayed a key role in the Company’s stock
market listing and in the Group’s defense
strategies in this regard. With his in-depth
knowledge of new technological uses andhis expertise in finance, accounting andlegal matters, he is an essential voice on
the Board of directors.
Christian Guillemot is a graduate of theEuropean Business School.
EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS••

Administration
Finance and stock market transactions

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

OTHER APPOINTMENTS AND ROLESEXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP (LAST 5 FINANCIAL YEARS)FRANCE

President of SAS du Corps de Garde
Liquidator of SAS du Corps de Garde
ABROAD

President of Playwing Srl (Romania)

1(*) Listed company

2
3
4
5
6
7
8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governanceDidier CRESPEL
Independent lead director
Member of the Audit Committee
60 years old
FrenchNumber of shares at 03/31/22
320

1st appointment (director)
11/20/13

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 1
Ubisoft Entertainment SA

End of current term
2023 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCE
General Manager of Crespel & Associates SARL
President of Mecamen SAS, AMPM SAS, AMS SASABROAD
President of Mecamen Polska spzoo (Poland)
EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROAD
N/A

EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROADN/A

58

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Didier Crespel has over 30 years ofexperience as a senior financial manager andentrepreneur. He is the President of Crespel& Associates – a consulting firm he foundedin 2013 – that specializes in business strategy
and equity investment. He is also the majority
shareholder and President of Mecamen, an
industrial group.
From 2000 to 2012, Didier Crespel was theCEO of Shapers, an international subsidiary of
the Arkk Group listed on the Tokyo Stock
Exchange. He contributed to the Group’s
compliance by implementing the J-SOX
regulations. From 1984 to 2000, he served as
Chief Financial Officer and then Chief
Executive Officer of Valeo’s German
subsidiary, where he supervised financialtransactions, as well as several major mergers
and acquisitions.
Didier Crespel has been sitting on Ubisoft’s
Board of directors as an independent director
since 2013. He sits on the Audit Committee,
which he chaired until May 2018. His in-depth
knowledge of finance and the Company’s
strategy is a precious asset to help Ubisoft
seize new opportunities that arise. The Boardof directors also benefits from hisentrepreneurial mindset and international
experience to support the Company’s
diversification strategy and identify newopportunities.
Didier Crespel is a graduate of the EDHEC
Business School.
EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS••••

Finance
International experience
Strategy/Entrepreneurship
Mergers & Acquisitions

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Laurence HUBERT-MOY
Independent director
President of the Nomination, Compensation and Governance Committee
Member of the Audit Committee
60 years old
FrenchNumber of shares at 03/31/22
414

1st appointment (director)
06/27/13

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 1
Ubisoft Entertainment SA

End of current term
2025 General Meeting

OTHER APPOINTMENTS AND ROLES

1BIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCE
Professor at the University of Rennes
Member of the Scientific Programs Committee of the CNES (French
National Center for Space Studies)
Scientific Director of the ENVAM Digital Campus
ABROAD
N/A

EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROAD
N/A

EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCE

Laurence Hubert-Moy is a Professor at the
University of Rennes. A member of the
Scientific Programs Committee of the French
Space Agency (Agence Spatiale Française)since 2019 and of the French Air and Space
Academy (Académie de l’Air et de l’Espace)since 2018, she chaired the Scientific Earth
Sciences Committee of the CNES (the French
National Center of Space Studies) between
2013 and 2019. She is also the ScientificManager of the ENVAM Digital Campus, aFrench consortium of three universities andschools. From 2017 to 2020, she was apartner in the creation and development of
Kermap, a company that offers services toland development professionals based on theuse of airborne and space data. In her current
research focusing on the processing of large
datasets, she collaborates with scientists
based in several European countries andin India.
Laurence Hubert-Moy has sat on Ubisoft’s
Board of directors as an independent member
since 2013. She chairs the Nomination,
Compensation and Governance Committee
and is a member of the Audit Committee. Her
scientific research and her interest in big data
analysis put R&D, innovation and theconstruction of open worlds at the heart of
the agenda of Ubisoft’s Board of directors.
Laurence Hubert-Moy holds a Ph.D. andcompleted post-doctorate studies at Boston
University. She also holds a certificate inbusiness administration from the IFASciences Po Paris.

N/A

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORSABROAD

•
•
•

N/A

3
4
5
6
7
8

Technology and digital
Modeling of environmental risks
Governance and strategic planning

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

59

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Florence NAVINER
Independent director
President of the Audit Committee
59 years old
FrenchNumber of shares at 03/31/22
315

1st appointment (director)
09/29/16

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 1
Ubisoft Entertainment SA

End of current term
2024 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A

ABROAD
Chief Financial Officer and Director of Upfield Group BV (Netherlands)
EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROAD
N/A

EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROAD
Chief Financial Officer and Senior Vice-President of Mars Wrigley
Confectionery (United States)

Following a long career at Mars Incorporated,which she joined in 1992, Florence Naviner
has been Chief Financial Officer of Upfield,
the global leader in vegetable fats and plantbased cheese, since September 2020. Upfield
was founded in July 2017 from the disposal of
Unilever’s former Margarine division toinvestment fund KKR, and is in a uniqueposition to meet the needs of consumers
who are increasingly concerned about the
impact of their diet. She is involved in all theGroup’s finance activities, IT services andacquisition operations. Her previous role was
as CFO at Mars Wrigley Confectionery, one of
the US multinational’s divisions. She brings to
Ubisoft more than 30 years of experience infinancial and strategic departments within
leading consumer goods.
After several years as Vice-President of Mars
Financial Services, where she rolled out ashared financial services center for Mars Inc,and then as Chief Financial Officer for
Wrigley, she played an active role in the global
integration of Mars Chocolate and Wrigley. In
2017, she became Chief Financial Officer ofthe new entity, Mars Wrigley Confectionery.
In this position, she managed the global
financeteam
andco-steeredtheimplementation of the strategy and operationsof the global confectionery leader.
Florence Naviner also has solid international
experience, gained from her positions as
Chief Financial Officer for Mars Petcare inEurope, VP Finance for Mars in China(2006-2008), and VP Finance for Mars Petcarein the United States (2008-2011). She drove
businessturnarounds,
managedcost
competitiveness programs and oversaw thecreation of synergies in post-acquisition
periods. She started her career at Arthur
Andersen in Paris in 1985.
Florence Naviner is a member of the Audit
Committee, which she has chaired since
May 18, 2018.
She graduated from HEC Business School inParis and has a DESCF degree in accounting.
EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS• International experience• Accounting and financial techniques• Acquisitions, integration processes• Strategic planning and development
processes

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CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Corinne FERNANDEZ-HANDELSMAN
Independent director
Member of the Nomination, Compensation and Governance Committee
President of the Corporate Social Responsibility Committee
60 years old
FrenchNumber of shares at 03/31/22
190

1st appointment (director)
09/22/17

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 1
Ubisoft Entertainment SA

End of current term
2023 General Meeting

OTHER APPOINTMENTS AND ROLES

1BIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCE

N/A

Corinne Fernandez-Handelsman is currently
Industrial & Technology Practice Leader,Partner at Progress, specializing in senior
executive recruitment. Progress is a memberof IIC Partners’ international network, whichbrings together independent, market-leading
recruitment agencies. For several years,
Corinne Fernandez-Handelsman managed the
network’s Technology, Digital Media andTelecommunications Practice.
She brings Ubisoft her expertise inrecruitment and valuable knowledge insourcing, and attracting and retaining talent in
the digital and technology sectors. She
started her career at SNCF before joining the
Boston Consulting Group as a consultant in1986. In 1988, she joined GSI, a digital
services company that was purchased by
ATOS in 1997, where she held consecutive
positions as Director of Marketing andCommunications, Manager for business units,
and Global Account Manager. She joined
Progress in 1999.
Corinne Fernandez-Handelsman sits on the
Nomination, Compensation and GovernanceCommittee and on the Corporate Social
Responsibility Committee. She is a graduateof HEC Paris.

EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)EXPERTISE BROUGHTTO THE BOARD OF DIRECTORSN/AABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCE
Partner and Industrial & Technology Practice Leader of Cabinet
Progress

ABROAD
N/A

EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROADFRANCE
Director of Coheris SA ⁽*⁾

3
4
5
6
7

• Talent assessment, recruitment•

and development
Management of an international
headhunting network

ABROAD

8

Director of IIC Partners(*) Listed company

9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Belén ESSIOUX-TRUJILLO
Independent director
Member of the Nomination, Compensation and Governance Committee(since 10/28/21)
56 years old
SpanishNumber of shares at 03/31/22
235

1st appointment (director)
12/08/20

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 1
Ubisoft Entertainment SA

End of current term
2023 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCE
Director of Human Resources in the Professional Products divisionof L'Oréal

ABROAD
N/A

EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROAD
N/A

EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROAD
N/A

A Spanish national, holder of a master’s
degree in law (1989) and a graduate of the
ICADE business school in Madrid, Belén
Essioux-Trujillo started her career with the
Boston Consulting Group (BCG), where she
spent two years. Belén Essioux-Trujillo thenheld several key positions in the field of
human resources in international companies:
she headed up human resources for theEuropean subsidiaries of the PSA group(1993-1998), she led career development at
Valeo Thermique Habitacle (1999-2000), andat Danone (2000-2004) she held successive
positions as Director of Human Resources
Development in the Biscuits division andGroup Director of International Mobility. She
was also Director of Human Resources in the
Hermes Industrial division (2005-2008) andthen of Hermes Sellier (2008-2012). From2012 to 2016, she was Director of Human
Resources at Kering, a role which also madeher a member of the Executive Committee.
Since 2019, Belén Essioux-Trujillo has held
the position of Director of Human Resourcesin the Professional Products division of
L’Oréal.
Belén Essioux-Trujillo brings to the Ubisoft
Board of directors her in-depth operating
experience together with a vision honed atmajor international companies, helping tosuccessfully grow their teams and talents aswell as to transform their organizations. Her
expertise and knowledgeable perspective onhuman resources will assist the Board of
directors’ thinking on these subjects, which
are of major importance to Ubisoft.
Belén
Essioux-Trujillo
wasappointed
independent director on December 8, 2020 by
way of co-option, replacing Virginie Haas, who
resigned as a director, following her
appointment as Ubisoft’s Chief Studios
Operating Officer.
EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS• Experience in large international groups• Human resources management• Organizational transformation process

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CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

John PARKES
Director representing employee shareholders
52 years old
French-English

Number of shares at 03/31/22
185

1st appointment (director
representing employee shareholders)
07/02/20

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 1
Ubisoft Entertainment SA

End of current term
2024 General Meeting

1

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCEManaging Director of Ubisoft France

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A

ABROAD
N/A

EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROAD
N/A

EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROAD
N/A

Currently Managing Director of Ubisoft
France, John Parkes has spent a large portionof his career at Ubisoft, which he joined in
2002 after serving as Brand Manager at
Schweppes in Paris, and later Senior Key
Account Manager at SC Johnson in London.
He graduated from the HEC Business Schoolin Paris and has a Science degree from the
University of Bristol in the United Kingdom.
John Parkes first joined Ubisoft as Marketing
Director UK in London, where he was incharge of UK marketing and branddevelopment.
In 2005, he was appointed VP Marketing
EMEA in Paris, where he was responsible fordeveloping marketing strategies and thelaunch of the Ubisoft brand portfolio for the
EMEA region. He managed a public relations/communications, digital marketing and brandmarketing team.
In 2010, he was named Managing Director of
Ubisoft France, responsible for commercial
management and the development of sales,
brands and Ubisoft communities on the
French market. At the end of 2021, John
Parkes joined the management team of the
new Global Publishing structure as SVP
Marketing Services & Consumer Experience.
With his teams, he leads operational
marketing strategy and execution andengagement for Ubisoft brands globally
through communication, media, CRM,
communities and customer relations.
With 19 years of commercial and marketing
expertise in the gaming and entertainment
industry, John Parkes notably brings anunderstanding of the market and associatedopportunities to the Board of directors. As a
Ubisoft employee and manager with in-depth
knowledge of the Group, John Parkes also
contributes an operational perspective of theGroup’s activities and organization.

3
4
5
6
7
8
9

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS••••

Marketing and business strategy
Product development and innovation
In-depth knowledge of the industry
Multi-cultural education and international
experience

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Lionel BOUCHET
Director representing employees
Member of the Corporate Social Responsibility Committee
48 years old
FrenchNumber of shares at 03/31/22
148

Election (director
representing employees)
03/07/18

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 1
Ubisoft Entertainment SA

End of current term
2022 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCE
Technology Director at Ubisoft’s French Studios

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A

ABROAD
N/A

EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A

ABROAD
N/A

Lionel Bouchet sits on the Board of directors
as a director representing employees.
Currently Technology Director at the Group’s
headquarters, he has worked at Ubisoft since
the start of his career in 1996. He first worked
as a programmer on POD, the very first racing
game developed by Ubisoft, and then on
several Formula 1 games. Since 2005, he has
been focusing on ramping up the successful
franchise Ghost Recon, becoming head of thedevelopment of the brand’s engine andproduction pipeline, an ambitious project codeveloped in France by three studios: Ubisoft
Paris, Ubisoft Montpellier and Ubisoft
Bordeaux. With over 20 years of experience inFrench production studios, he is able toidentify all of the challenges facing the
production teams, with a particular focus ontechnological issues.
As a Ubisoft employee with thoroughunderstanding of the Group, Lionel provides
the Board of directors with an operational
perspective on the Group’s entities.
He sits on the Corporate Social Responsibility
Committee.
Lionel Bouchet holds a Computer Engineering
degree from EERIE in Nimes.

EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)EXPERTISE BROUGHTTO THE BOARD OF DIRECTORSFRANCE••N/A

ABROADN/A

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22•

Video game production
Video game technical development
pipeline
General IT

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CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Anne WÜBBENHORST
Director representing employees
33 years old
GermanNumber of shares at 03/31/22
222

Election (director
representing employees)
12/16/20

Number of terms of office(directors/members of the Supervisory Boardof listed companies): 1
Ubisoft Entertainment SA

End of current term
2024 General Meeting

1

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCE
Senior Gameplay Programmer at Ubisoft’s Paris Studio

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A

ABROAD
N/A

EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCE

Currently Senior Gameplay Programmer at
Ubisoft’s Paris Studio, Anne joined Ubisoft in
2014, after starting her career at Ninja Kiwi, apublisher of online and mobile games, basedin Scotland and New Zealand.
Anne started her Ubisoft career as a memberof the Just Dance team, where she spent five
years working on that same number ofversions of the game, and contributed to its
success by introducing major innovations tothe brand.
Following this valuable experience, Annejoined Ghost Recon’s Artificial Intelligence
Gameplay team as Senior Gameplay
Programmer.
Passionate about innovation and newtechnologies, Anne brings to the Board an
outlook that reflects the spirit and aspirationsof young generations, together with her indepth understanding of game production
processes.

N/A

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORSABROAD••

N/A

EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)

•

3
4
5
6

Video game production
Experience in game programming(specialty Artificial Intelligence)
Outlook of younger generations

7

FRANCEN/A

ABROAD

8N/A

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4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance4.1.1.3 Changes in the Board of directors and its committees during the financial year
Board of directors

Appointment (1)Term of office ended

Renewal

N/A

N/A

Claude Guillemot (2021 General Meeting) (2)Michel Guillemot (2021 General Meeting) (2)Christian Guillemot (2021 General Meeting) (2)
Didier Crespel (2021 General Meeting) (2)Laurence Hubert-Moy (2021 General Meeting) (2)Appointment

Term of office ended

Renewal

N/A

N/A

Didier Crespel (07/01/21) (3) (4)Laurence Hubert-Moy (07/01/21) (5)Appointment

Term of office ended

RenewalBelén Essioux-Trujillo (10/28/21)

N/A

Laurence Hubert-Moy (07/01/21) (5)Appointment

Term of office ended

RenewalCorinne Fernandez-Handelsman(President) (04/07/21) (6)Gérard Guillemot (04/06/21) (President) (6)N/A

Audit Committee

NCGC

CSR Committee(1) Appointment of Belén Essioux-Trujillo by co-opting (Board meeting 12/08/20) ratified by the 2021 General Meeting pursuant to article L. 225-24 of the Frenchcommercial code
(2) Staggered renewal (see 4.1.2.3.1)(3) Reappointment as lead director for the duration of his term of office as director(4) Continuation of his position as a member of the Audit Committee following the renewal of his term of office as a director (2021 General Meeting)(5) Continuation of her position as a member of the Audit Committee and member and President of the NCGC following the renewal of her term of office as a director(2021 General Meeting)(6) Appointment as President of the CSR Committee to replace Gérard Guillemot

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CORPORATE GOVERNANCE REPORT
Corporate governance t

4

4.1.1.4 Composition of the Board of directors (post-2022 General Meeting)

At the 2022 General Meeting, shareholders will be asked to vote on the appointment of Claude France as an independent director(14th resolution) (see 8.2.1). Her biography is provided below:
Claude FRANCE
Independent director
58 years old
FrenchNumber of shares at 03/31/22: 0
Number of terms of office(directors/members of the Supervisory Boardof listed companies): 0

1st appointment (director)
07/05/22

1

End of current term
2025 General Meeting

2
OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/22
FRANCEN/A

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/22
FRANCE
Head of Mobility & e-Transactional Services (MTS) of Worldline GroupManaging Director of Worldline France
Permanent representative of Worldline SA, President of Worldline FranceSAS
Director of Ingenico Group SA, Santeos SA, Worldline Participation 1 SA

ABROAD
N/A

EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)EXPERTISE BROUGHTTO THE BOARD OF DIRECTORSFRANCE• Experience in large international groups• Business transformation, marketing andstrategy

N/A

3

A graduate of the Institut national
polytechnique of Grenoble, Claude France
began her career in the telecoms sector at
Alcatel.
Claude then joined SEGIN group (1988-2003),
where she held various operational and sales
positions and was appointed Director of the
Banking and Finance business unit.
In 2003, Claude joined Atos Worldline as
Executive Vice-President following the mergerof the two groups. She led integration
projects in multiple countries before
managing Worldline France’s activities from2011 and joining the Executive Committee ofWorldline Group.
Claude is currently Managing Director ofWorldline France, Head of Mobility & eTransactional Services (MTS) of Worldline
group and a member of the Board of directorsof Ingenico Group SA..

4
5
6
7

ABROAD
N/A

8

EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCE
N/A

9

ABROAD
Director of Worldline NV/SA (Belgium)UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Subject to the approval of this resolution, the Board of directors will be composed as follows:

1454.55% (1)45.45% (2)DIRECTORSINDEPENDENCE RATEOF DIRECTORSRATEOF WOMEN(1) Directors representing employees and employee shareholders are not taken into account, in accordance with the Afep-Medef Code(2) Directors representing employees and employee shareholders are not taken into account, in accordance with articles L. 225-27-1, II and L. 225-23 of the Frenchcommercial code

4.1.2

GOVERNANCE ORGANIZATION

The articles of association provide that the Board includes
directors appointed by the General Meeting and/or appointed by
employees. The Board’s internal rules supplement the legal andregulatory rules and those of the articles of association andspecify its operating procedures, in line with the Afep-Medef
Code.

The operation of the Ubisoft group involves multiple decisions
that must be taken at the right level of the organization, reserving
the Board’s involvement to those falling within its area ofexpertise, particularly in terms of financial policy, strategy andsustainable development in all its social, societal andenvironmental components.

The Board is constantly seeking optimal ways of operating theCompany. The composition of the Board and its committees
complies with the provisions on the balanced representation of
women and men and the presence of independent directors. It
takes into account the significant proportion of the capital held inconcert by the Guillemot family in the Company’s share capital aswell as the statutory number of directors representing employees
and/or employee shareholders.

Based on the recommendations of the NCGC, the Company’s
Board makes every effort to establish a governance structure thatcan meet the demands of the functions that are entrusted to it,
while being able to meet the challenges specific to the Ubisoftgroup and following best market practices in this area.

4.1.2.1 Governance rules and principles

Ubisoft‘s corporate governance structure is suited to its specificneeds, including the constant pursuit of progress. The activitiesof the various committees are coordinated by their respective
President. Matters relating in particular to the strategy oreffectiveness of governance are supervised by the G5 or the leaddirector, who may discuss such matters at meetings of the
independent directors organized by him as deemed necessary(see 4.1.2.4.2).
Operational and functional activity is carried out by the membersof the Executive Committee (see 4.1.2.2.3).
The relevance of this organization is regularly discussed within
the Company’s Board, building on the recommendations of the
NCGC, taking into account comments on the matter that may
have been made by independent directors (see 4.1.2.4.2), as wellas during internal or external assessments (see 4.1.2.3.4),
thereby providing the Board with the necessary elements tomake any decisions related to its operation.

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As such, the Board believes that its current organization isadapted to the challenges facing the Group and that it has provenits worth, in particular during periods of instability caused by the
Covid-19 crisis or following allegations of harassment andinappropriate behavior, as well as more recently with the situationin Ukraine. These events required both rapid responsiveness andthe ability to manage complex situations, both in France andinternationally, with consistency and resilience, while recreating/generating a climate of trust for both team members andstakeholders alike.

Corporate Governance Code

The Company refers to the Afep-Medef Code available on the
AFEP website (www.afep.com).
In accordance with the provisions of article L. 22-10-10, 4° of theFrench commercial code, the following table indicates the AfepMedef Code recommendations that were not taken into
consideration by the Company and the reasons for this.

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CORPORATE GOVERNANCE REPORT
Corporate governance t

Provisions of the Afep-Medef CodeExplanation

10.2 Assessment of the Board of directors“The assessment has three objectives:[...] assessing the actual contribution of eachdirector to the work of the Board.”

The actual contribution of each director to the work of the Board was assessed
during the triennial evaluation by an independent third party in March 2020(see 4.1.2.3.4). These assessments gave rise to individual interviews with the
Chairman and CEO during which the responses to the questionnaire were analyzed
and discussed.
In addition to the triennial assessments by an independent third party, the questionof the skills and the individual contribution of the directors to the work of the Boardand that of the committees, is assessed on an ongoing basis with a particularreview when the terms of office as directors and committee members are
renewed. The annual assessments carried out by the NCGC through a detailed
questionnaire, which deals specifically with the functioning of the Board, allow thedirectors, if they so wish, to freely express their assessment of the individual
contributions of other directors.

18.1 Composition (of the Committee incharge of compensation)“It is recommended [...] that one of its members
be an employee director.”

26.1 Permanent information“All of the executive corporate managing
officers' compensation components, whether
potential or vested, must be publicly disclosed
immediately after the meeting of the Board
approving the relevant decisions.”

4

1

Directors representing employees take part in Board meetings wherecompensation is reviewed and discussed on the basis of the comprehensive
reports prepared by the NCGC.
The Board of directors is aware of the importance of the Group's employees'
vision, and considers it important that they are represented on the CSR
Committee. It is for this reason that Lionel Bouchet has been on the CSR
Committee since its inception, and Anne Wübbenhorst was appointed as amember with effect at the end of the 2022 General Meeting.
The potential or vested components of compensation are not made public after adecision is made by the Board but are set out in section 4.2 of the Universal
Registration Document on the compensation of corporate officers (“Ex Post” or“Ex Ante” vote).

Internal rules of the Board of directors

The internal rules of the Board of directors, in conjunction with
and/or in addition to legal and regulatory provisions and those of
the articles of association, intended in particular to specify detailsof the composition, organization and operation of the Board andits committees, were adopted during the meeting of the Board
on July 27, 2004. The internal rules of the Board also constitutethe directors’ governance charter.
They are examined and updated at regular intervals by the
Board – the most recent update was made on July 1, 2020.
The internal rules of the Audit Committee, the NCGC and the
CSR Committee are appended to the Board’s internal rules.
The internal rules of the Board, published on the Company’s
website, set all the principles, which, without being set up as
strict rules, should guide the composition of the Board.

4.1.2.2 Executive Management
and management bodies
The law:■ on the one hand, provides that the Board elect from among its
members a Chairman, who is a natural person, who organizes
and directs the work of the Board, on which he reports to theGeneral Meeting and ensures the proper functioning of theCompany’s corporate bodies; and2
3
4

Yves Guillemot assumes the duties of Chairman of the Board of
directors and Chief Executive Officer and was reappointed by the
Board at the end of his term of office as director by the 2020
General Meeting. This choice is subject, at each renewal of theterm of office of Yves Guillemot, to in-depth structured
discussions by the independent directors during a meeting
without the presence of the executive officers in particular.

5

In addition, in accordance with legal provisions and those of thearticles of association, the Board may, based on a proposal by the
Chief Executive Officer, appoint Deputy Chief Executive Officers,
who are individuals, and who may or may not be directors, toassist the Chief Executive Officer; the maximum number of
Deputy Chief Executive Officers is five.

6

Yves Guillemot is assisted in his duties as Chief Executive Officer
by Claude Guillemot, Deputy Chief Executive Officer in charge of
operations, Michel Guillemot, Deputy Chief Executive Officer incharge of development, strategy and finance, Gérard Guillemot,
Deputy Chief Executive Officer in charge of publishing, andChristian Guillemot, Deputy Chief Executive Officer in charge ofadministration (the “G5”).

7
8

Yves Guillemot is also assisted in his duties by the Executive
Committee (see 4.1.2.2.3) responsible for monitoring theimplementation of cross-functional policies giving rise to frequent
and regular exchanges on major issues inherent to the Group’sbusiness.

9■ on the other hand, offers the Board the choice of entrusting
the Executive Management of the Company to the Chairmanof the Board of directors or to another natural person, director
or not, bearing the title of Chief Executive Officer.

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance4.1.2.2.1

Executive management procedures

The Afep-Medef Code states that:“3.1: French law offers all joint-stock companies (French“SA”) a choice between a single body format (Board of
directors) and a dual structure (Management Board andSupervisory Board).
3.2: In addition, companies with a Board of directors may
choose to separate the functions of Chairman and Chief
Executive Officer. The law does not favor either formula andallows the Board of directors to choose between the twoforms of exercise of executive management. It is up to theBoard to make and justify its decision”.
In this respect, the Board of the Company decided, following therenewal by the 2020 General Meeting of the term of office as adirector of Yves Guillemot, to maintain the aggregation of thepositions of Chairman of the Board of directors and Chief
Executive Officer. The choice of this method of exercising
Executive Management was also confirmed by the directors
during the assessment of the Board and its committees, carriedout by an independent third party in March 2020 (see 4.1.2.3.4).
In a constant effort to choose a method of governance tooptimize the Group’s economic and financial performance and tocreate the most favorable conditions for its long-term
development, the Board believes that this method of Executive
Management allows for flexible, responsive, and effective
decision-making:■ on the one hand, by benefiting from the effectiveness of adecision-making circuit that has proven itself over time in linewith the specificities of the Group, whose business sector
requires rapid decision-making in a constantly evolving andparticularly competitive international environment, while
ensuring and strengthening the cohesion of the entire
organization (strategy and operational function) and thus
optimizing the decision-making process; and■ on the other hand, by promoting a close relationship between
the shareholders and the Chairman and Chief Executive
Officer, who is a single point of contact with an in-depth
knowledge of the Group and its business lines and thus
ensuring that the definition of the Group’s strategy takes into
account the expectations and interests of shareholders overthe long term.
This method of organization of the Executive Management also
ensures that the Board functions optimally and facilitates theGroup’s strategic orientations thanks to rapid decision-making
and fluid communication between the Board and the
management teams.
This structure is therefore lighter and more responsive, with agovernance method that is more easily understood both internallyand externally, with a single representative speaking with one
voice to all stakeholders.
The aggregation of the positions of Chairman of the Board of
directors and Chief Executive Officer is also in line with Ubisoft’s
governance tradition with regard to the specific nature of its
share ownership structure, as well as respect of the rules ofbalanced governance through the implementation of a system ofchecks and balances that is constantly being strengthened:■ the presence since March 3, 2016 of an independent leaddirector in the person of Didier Crespel, with his own powers(see 4.1.2.4.2), whose main mission is to assist the Chairman
and Chief Executive Officer in his relations with shareholders
in matters of governance. The lead director’s prerogatives

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

include the possibility of bringing together the independent
directors and the opportunity to propose, if necessary, to the
Chairman of the Board of directors the addition of items to theagenda of the Board meetings, to request that a meeting be
convened or, as the case may be, directly convene the Board
on a given agenda whose importance or urgency would justify
the holding of an extraordinary meeting of the Board;■ holding independent directors’ meeting(s) without thepresence of the executive corporate managing officers, atleast once a year when convened by the lead director to
discuss issues outside a plenary meeting of the Board(see 4.1.2.4.2).
A balanced organization through:■ limitations provided by the Board to the powers of the Chief
Executive Officer.
The Board’s internal rules state that the following are subject toprior authorization by the Board:“Any significant transaction falling outside the announced
strategy of the Company and/or the Group, as well as all
strategic investment projects relating to external growthtransactions likely to have a significant impact on the Group’s
profit or loss, the structure of its statement of financial
position or its risk profile exceeding the powers of the Chief
Executive Officer, i.e. any external investment transactions
involving the acquisition of equity interests or assets in an
amount greater than one hundred (100) million euros and notalready approved by the Board of directors. The amount to
be used is that of the enterprise value regardless of theterms of payment of the price (immediate or deferred, incash or in securities, etc.) ”.
On May 11, 2022, the Board renewed the overall annual amountof €150 million granted to the Chairman and Chief Executive
Officer in order to grant sureties, endorsements and guarantees,
including commitments made by controlled companies within themeaning of II of article L. 233-16 of the French commercial code,notwithstanding the exemption offered in this regard by article L.
225-35 of said code:■ the independence and powers of the Boardand committees
Diversity policy for the composition of the Board(see 4.1.2.3.3) and in particular the presence of independent
directors contributes to the balance of powers and thus allows
the Board to fully exercise its oversight duties. The balance ofpowers is also ensured by the full involvement of directors in
the work of the Board and the committees (the threecommittees are chaired by the independent directors). The
open-ended review of the topics examined by the committees
also allows the directors on the committees to go deeper into
certain topics and stay in direct contact with Ubisoft group’s
teams;■ the information with full transparency provided to directors,
who are kept regularly informed of all aspects relating to theGroup’sbusinessandperformance
byExecutive
Management;■ the regular interaction between non-executive directors andkey senior executives, in particular during presentations madeto the Board, in Committee meetings or at strategic meetings(see 4.1.2.3.6).

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CORPORATE GOVERNANCE REPORT
Corporate governance t

4.1.2.2.2 G5/Deputy Chief Executive Officers

The Chief Executive Officer and the four Deputy Chief Executive
Officers, the G5, as founding shareholders, have extensive
knowledge of the Group. The G5 meets every two weeks for an
update on strategic cross-cutting issues requiring their specificexpertise in the areas of operations, development and strategy,
publishing and finance, thereby assisting the Chief Executive
Officer to perform his duties.
The complementary skills of the members of the G5 combinedwith the large family-owned stake (representing 15.42% of theshare capital and 21.42% of voting rights at March 31, 2022), area major asset for the future of the Group and provide long-term
vision for management.

4

4.1.2.2.3 Executive Committee

The Executive Committee, of which each member makes
proposals in terms of strategy and organization, brings together
the operational and functional executive management bodies
around the Chairman and Chief Executive Officer of Ubisoft,reflecting the complementarity of the Group’s expertise. The
Executive Committee implements policies and procedures that
apply generally to the entire Group and are decided on by the
Executive Management. It ensures the coordination between thevarious activities and/or projects of the Group by focusing on theoperational management of Ubisoft’s strategy in terms ofobjectives, progress and action plans as well as the humanresources strategy.

1

As at May 11, 2022, the members of the Executive Committeeare (in alphabetical order):The G5 reports to the Board on a quarterly basis.
Sandrine CaloiaroF

Chief Portfolio Officer

Alain Corre

M

Chief Publishing Officer

Jean-Michel Detoc

M

Chief Mobile Officer

Laurent Detoc

M

Chief Direct to Player
Chief Corporate Finance Officer

Frédérick Duguet

M

Anika Grant

F

Chief People Officer

Yves Guillemot

M

Chairman and Chief Executive Officer

Caroline Jeanteur

F

Chief Purpose Officer

Igor Manceau

M

Chief Creative Officer

Cécile Russeil

F

Chief Legal Officer

Martin SchellingM

Senior Vice President Production

Marie-Sophie de Waubert

F

Senior Vice President Studios Operations

Furthermore, in accordance with the provisions of article
L. 22-10-10, 2° of the French commercial code and the AfepMedef Code, which states that:“7.1: On the proposal of Executive Management, the Board
sets gender equality targets within the governing bodies.
Executive Management presents the Board with a method
for implementing the objectives, with an action plan and thetimeframe within which these actions will be carried out.
Executive Management informs the Board of the results
obtained on an annual basis.”
The Executive Committee now has 12 members, compared withfour previously, with a gender diversity rate of 41.67% - bearing in
mind that the rate provided for in article L. 1142-11 of the Frenchlabor code, enacted by law no. 2021-1774 of December 24, 2021
(the “Rixain” Law) is 30% by FY26 and 40% by FY29.
The Board also regularly ensures, through work on this subject by
the NCGC, that the executive corporate managing officers
implement a policy of non-discrimination and diversity, inparticular in terms of balanced representation on the governing
bodies: information on the Ubisoft group’s objectives and actionsin terms of diversity and inclusion is presented in 5.4.2.

2
3
4

4.1.2.2.4 Succession plans

5

For the past financial year, the Board reviewed and/or monitoreddiscussions relating to the short-term succession plan of
Executive Management (G5), as reviewed and/or updated by the
NCGC. The Board is also kept informed by the NCGC of the work
carried out by an external consultant since November 2021 on themedium-term plan for the G5.

6

During the annual review of succession plans and, more
specifically, when the terms of office as Chairman and CEO or
Deputy CEO are renewed, the Board, in light of the diligence
provided in this area by the NCGC, ensures the consistency of thesuccession plan for the G5, given the particular nature of its family
share ownership and its composition, with the practices of theGroup and the market. In this regard, it assesses the relevance ofthe proposals made in view of the composition of its
management bodies, in keeping with the measures implemented
to ensure the Group’s continuity and efficiency at all levels.

7
8

In addition, the NCGC, as part of the monitoring of the Executive
Committee’s succession plan, verifies that the targets set interms of gender balance are met (see 4.1.2.2.3) with regard to
existing profiles. The Board of directors is also informed annuallyby the Executive Management of its discussions on the
integration of new members on the Executive Committee andtakes note of the results obtained in terms of gender equality.

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9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance4.1.2.3 The Board of directors
and its committees

The rules and operating procedures of the Board are defined bylaw, the Company’s articles of association and the Board’s
internal rules.

4.1.2.3.1 Rules governing the compositionof the Board of directors■ Number of directors: According to the Company’s articles ofassociation, the Board of directors shall comprise at least
three and no more than eighteen members, notwithstanding
any derogation permitted by law. The directors representing
employees and employee shareholders are not included in thiscalculation.
■ Method of appointment: Over the life of the Company, thedirectors, except for those representing employees, areappointed or reappointed by the Ordinary General Meeting;however, in the event of a merger or demerger, theappointment may be made by the Extraordinary General
Meeting held to deliberate on the operation concerned.
Between two General Meetings, and in the event of a vacancy
due to death or resignation, temporary appointments may bemade by the Board; they are then submitted for ratification at
the next General Meeting.
■ Term of office as director: Pursuant to article 8 of theCompany’s articles of association, the term of office of
directors is four years with a system of staggered renewal of
directors appointed by the General Meeting. In accordancewith the recommendations of the Afep-Medef Code, the aimof this staggered renewal system is to promote the smoothrenewal of the Board of directors and avoid the simultaneous
renewal of all members. The General Meeting can, in
exceptional circumstances, appoint or re-elect one or more
directors for a term of two or three years so as to stagger reelections.
Pursuant to applicable legislative and regulatory provisions, if a
director is appointed to replace another, he or she shall only
hold this position for the remainder of his or her predecessor’s
term.
The term of office of directors ends following the Ordinary
General Meeting called to approve the financial statements forthe previous financial year and held in the year in which thatterm of office expires.
■ Age limit for directors: The articles of association set an age
limit of 80.
■ Number of Ubisoft Shares held: In accordance with theBoard’s internal rules, each director must gradually acquire –within one year of their appointment, following the payment

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22of the compensation allocated to them for their director’s
duties - a number of Shares amounting to €10,000 (in terms ofacquisition value), which they must hold throughout their termof office. The number of Shares held by the directors isvariable as the Company currently believes that the number ofshares held by the directors is not a corollary of theircommitment to performing their duties.
■ Director(s) representing employees: In accordance with theprovisions of article L. 225-27-1 of the French commercial
code, the number of directors representing employees isequal to one (1) if the number of directors comprising theBoard, under the provisions of articles L. 225-17 and L. 225-18of the French commercial code, is less than or equal to eight(8) and two (2) if this number is greater than eight (8).
Extract from article 8.2 of the Company’s articles
of association“Directors representing employees will be appointed, [...], byelection among the employees of the Company and its
subsidiaries, whether direct or indirect, whose registeredoffice is located in France [...]. The election will be carried out
by a single college, by majority vote in two rounds when only
one seat is to be filled and by proportional representation andthe largest remainder system, and without mixing, when atleast two seats are to be filled. Applications are based onfree will or, where applicable, are submitted in accordancewith the terms set out in article L. 225-28 paragraph 4 of theFrench commercial code. In the case of a majority vote in
two rounds, if no candidate obtains an absolute majority inthe first round, only the two candidates who obtain thegreatest number of votes in the first round shall go throughto the second round. The election may take place byelectronic vote. Election rules are drawn up for each electionin order to set the terms and conditions.”■ Director(s) representing employee shareholders: Inapplication of the provisions of articles L. 225-23 andL. 22-10-5 of the French commercial code and article 8.3 of
the Company’s articles of association, when at the end of afinancial year the report prepared in application of article
L. 225-100 of the French commercial code shows that theshares held by Company employees, where applicable, as
well as by employees of related companies within themeaning of article L. 225-180 of the French commercial code,
represent more than three percent (3%) of the Company’s
share capital, a director representing employee shareholders
is appointed by the General Meeting in accordance with theterms set by the regulations in force and by the Company’s
articles of association.

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CORPORATE GOVERNANCE REPORT
Corporate governance t

Extract from article 8.3.3 of the Company’s articles
of association“The General Meeting rules on the basis of a list of
candidates proposed by employee shareholders andappointed as follows:a) When the shares are held directly by the employees
referred to in the aforementioned article L. 225-102,
including via a Group savings scheme, and the related
voting rights are exercised directly by the latter, thecandidates are appointed during elections organized by
the Company. These elections, preceded by calls forcandidates from among the aforementioned employee
shareholders, are organized by the Company by any
technical means that ensures the reliability of the vote.
At the end of these elections, a principal representative
and an alternate representative (i.e. the candidate having
obtained the second-highest number of votes, behind theperson appointed as representative) are elected. The
principal representative will be responsible for taking partin the vote for the candidate from among the members of
the Supervisory Board(s) referred to in (b) below,
reserving the right to also stand as a candidate following
this vote, which would thus bring the number ofcandidates for the position of director representing
employee shareholders to two.
b) When the shares are held by employees and former
employees referred to in the aforementioned article
L. 225-102 through one or more company mutual funds(FCPE) and the related voting rights are exercised by theSupervisory Board(s) of the FCPE(s), the Supervisory
Board(s) of the FCPE(s) and the principal employee
shareholder representative referred to in a) above jointly
appoint by majority vote one candidate chosen fromamong the members of the Supervisory Board who
responded to calls for candidates for this purpose - itbeing specified that the candidate who obtains thesecond- highest number of votes (behind the candidate
appointed) will assume the role of alternate [...].
In the event of more than one candidate [...] one candidate
representing employee shareholders referred to in a) above
and one candidate representing employee shareholders via acompany mutual fund referred to in b) above, the candidates
will be put to the vote of shareholders in decreasing order in
relation to the number of shares held at the end of the first
financial year by each of the categories referred to in a) andb) above - it being specified that the vote of the shareholders
will cease as soon as a director representing employee
shareholders is appointed.”

4.1.2.3.2

4

Process for selecting directors

The process for selecting directors consists of several phases,
during which the NCGC plays a key role.
Thus, the process takes into account the desired diversity in thecomposition of the Board and its committees (training, career
path, diversity, independence, etc.) as well as the needs of theBoard. For each vacancy, the NCGC studies the profiles ofseveral potential members and the candidates proposed to it,
seeking complementarity of the directors and coherence of thecomposition of the Board and its committees. In this way, the
NCGC strives to provide the Board with a range of skills (sectoral,
societal, financial, etc.) (see 4.1.2.3.3). This analysis takes into
account short-term needs with regard to the expiry of terms ofoffice and also includes a medium-term projection.

1

A list of potential candidates is thus drawn up on the basis of theneeds defined. This list consists of candidates suggested by the
NCGC, the members of the Board or the Executive Management
as well as, if applicable, by one or more recruitment firm(s) orfrom unsolicited applications.

2

Once the list of potential candidates has been drawn up by the
President of the NCGC, a review is carried out by the NCGC,
which collectively decides which candidate(s) to meet. During theinterviews conducted by the NCGC, the latter endeavors toassess for each candidate the appropriateness of their experience
for the needs of the Company, their ability to supplement theskills required for the Board, their availability and their motivation
as well as potential conflicts of interest and compliance with theindependence criteria as set out in the Afep-Medef Code.

3
4

When the pre-defined list is presented to the Board, directors
who wish to do so are invited to interview candidates.
Once these various steps have been completed, the Board,
having taken note of the conclusions of the work successively
accomplished by the NCGC and the conclusions of the interviews
conducted, deliberates on the proposed candidacies and decides
which ones will actually be submitted to the General Meeting or,in the event of a vacancy between two General Meetings to be
co-opted by the Board subject to ratification by the most next
General Meeting (see 4.1.2.3.1).

5
6

In the specific case of directors representing employees anddirectors representing employee shareholders, the appointment
and/or election procedure, as the case may be, is governed by
the Company’s articles of association (see 4.1.2.3.1).

7
8
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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance4.1.2.3.3

Diversity policy applied to members of the Board of directors

In accordance with the Afep-Medef Code and pursuant to theBoard’s internal rules, which provide that:“It is the responsibility of the Board of directors, on the
proposal of the Nomination, Compensation and GovernanceCommittee, to seek a balance in terms of its composition
and that of the committees it establishes within it, inparticular in terms of the representation of women and men,nationalities,
age,
qualifications
andprofessional
experience”.

The Board periodically examines, in light of the recommendationsof the NCGC, the desirable balance between its composition andthat of its committees by examining in detail the elements that it
must take into account in this respect in accordance with theaforementioned provisions of the Afep-Medef Code.
The table below shows the objectives, procedures and results inthis regard:

Objectives

The Board deems that, to achieve a good balance, it must have a diversity of profiles, in particular interms of age, length of service, qualifications and work experience, as well a sufficient number of
independent directors.
The Board strives to maintain a good balance between directors with long-standing knowledge of theGroup and more recently appointed directors.

Implementation
procedures

The balance of the composition of the Board and its committees is one of the topics that are reviewed
each year as part of the assessment of the Board *.
The NCGC takes this diversity objective into account when it examines candidates for a director’s
position, an executive corporate managing officer’s position or a position in a committee. When the
NCGC makes proposals to the Board of directors for the appointment, renewal or revocation of adirector’s term of office, it ensures that the diversity policy is applied. The composition of the Board of
directors is reviewed every year, in particular as part of the Board meeting that approves the draft
resolutions to be submitted to the General Meeting.
In accordance with the law and articles of association, the Board includes two directors representing
employees and one director representing employee shareholders, thereby contributing to the diversity
policy.

Results obtainedExpertise
The NCGC has identified a set of skills and expertise that support Ubisoft group’s strategy anddevelopment objectives. It has also defined a core of skills and expertise which are common to all
directors, namely:■ a sense of innovation and an entrepreneurial dimension;■ a strategic vision;■ dedication to Ubisoft’s interest and that of its shareholders;■ quality of judgment;■ ethics;■ experience and knowledge of the operation of governance bodies;
as well as a set of skills and expertise in line with the Group’s strategy and development objectives,
leading to a body of directors with complementary attributes developed through their different
professional experiences and undertakings. Their personal skills and expertise cover areas related to theGroup’s strategy, as shown in the chart below. With their complementary expertise and free judgment,
the directors jointly ensure that the measures adopted support the implementation of the Group’s
strategy.

*74

See 4.1.2.3.4

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CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

1

CSR

Finance – Audit

Technology

Talentmanagement

International
experience

Ubisoftbusiness lines

TABLE OF SKILLS

Yves GUILLEMOT, Chairman and CEO

2Claude GUILLEMOT, Deputy CEO
EXECUTIVE
MANAGEMENT

Michel GUILLEMOT, Deputy CEO
Gérard GUILLEMOT, Deputy CEO
Christian GUILLEMOT, Deputy CEO

3

Didier CRESPEL
Laurence HUBERT-MOY
INDEPENDENTDIRECTORS

4

Florence NAVINERCorinne FERNANDEZ-HANDELSMAN
Belén ESSIOUX-TRUJILLODIRECTORREPRESENTINGEMPLOYEESHAREHOLDERSDIRECTORSREPRESENTINGEMPLOYEES

5John PARKES

6

Lionel BOUCHET
Anne WÜBBENHORST

8

10

6

5

5

3

7
8
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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Results obtained(continued)

Independent directors
In accordance with the Company’s internal rules, directors deemed independent must undertake at all
times to maintain their independence with regard to analysis, judgment, decisions and action. To this end,
they must not seek out or accept benefits from the Company or associated companies, either directly or
indirectly, which are likely to be considered prejudicial to their independence.
Based on the questionnaire sent by the NCGC to each independent director, the Board of directors ofApril 12, 2022 reviewed their independence with regard to their individual declaration under each criterion
defined by the Afep-Medef Code.
The independent directors have no relationship of any kind whatsoever with the Company, its Group or its
management that could compromise their judgment.
DidierLaurence
Crespel Hubert-Moy

Florence
NavinerCorinneFernandezHandelsman

Belén
EssiouxTrujillo

Criterion 1: Employee corporate
officer for the past five years (1)

N/A

N/A

N/A

N/A

N/A

Criterion 2: Cross-directorships (2)

N/A

N/A

N/A

N/A

N/A

Criterion 3: Significant business
relationships (3)

N/A

N/A

N/A

N/A

N/A

Criterion 4: Family ties (4)

N/A

N/A

N/A

N/A

N/A

Criterion 5: Statutory Auditors (5)

N/A

N/A

N/A

N/A

N/A

Criterion 6: Term of office
exceeding 12 years (6)

N/A

N/A

N/A

N/A

N/A

Criterion 7: Status of nonexecutive corporate managing
officer (7)

N/A

N/A

N/A

N/A

N/A

Criterion 8: Status of major
shareholder (8)

N/A

N/A

N/A

N/A

N/A

The Board, noting that no business relationship, even minor, that could potentially compromise theindependence of the directors concerned existed between directors and the Company or the Group,
decided that there was no point at this stage in setting a percentage threshold below which a business
relationship would not be material.
Nationalities and international experience
2 of the Board members have dual nationality and 2 have foreign nationality.
Most of the directors have had an international career and responsibilities. 3 of the directors are basedabroad.
Gender balance
The Board deems that the ratio of 40% women directors, required by legal regulations, makes for a goodgender balance. However, it will remain attentive to any recommendations that the NCGC may make inthis area. The three committees are chaired by a woman (Audit Committee, NCGC and CSR Committee)
and, out of the eight positions on these committees (the director(s) representing employees (9) and the
director representing employee shareholders (10) are not included in this calculation), six are held by
women, i.e. a proportion of 75%.
Age/Length of service
At March 31, 2022:■ the average age of directors is 56.38 years old;
■ the average length of service of the directors is 16 years. If we exclude the “founding” directors, it is4.75 years.
(1) Must not be or have been during the previous five years (i) an employee or executive corporate managing officer of the Company (ii) an employee, executive
corporate managing officer or director of a company that the Company consolidates and (iii) an employee, executive corporate managing officer or director of theCompany’s parent company or of a company consolidated by this parent company(2) Must not be an executive corporate managing officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee
appointed as such or an executive corporate managing officer of the Company (currently in office or having held such office within the last five years) is a director(3) Must not be a customer, supplier, corporate banker, investment banker or advisor (i) considered significant to the Company or its Group or (ii) for which theCompany or its Group represents a significant part of the business(4) Must not be related by close family ties to a corporate officer(5) Must not have been a Statutory Auditor of the Company within the previous five years(6) Must not have been a director of the Company for more than 12 years(7) Must not be a non-executive corporate managing officer receiving variable compensation in cash or securities or any compensation linked to the performance of
the Company or Group(8) Must not be, control or represent a shareholder holding, alone or in concert, more than 10% of the share capital or voting rights at General Meetings of theCompany or its parent company(9) Article L. 225-27-1, II of the French commercial code(10)Article L. 225-23 of the French commercial code

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CORPORATE GOVERNANCE REPORT
Corporate governance t

4.1.2.3.4 Assessment of the work of the Boardof directors and committees

The internal rules of the Board provide that the Board must
discuss its own operation at least once a year in order to improvethe effectiveness of its work and to arrange for a formalized
assessment of its operation to be conducted at least once every
three years by an external firm (the “External Assessment”).
The last External Assessment was conducted in March 2020
under the supervision of the President of the NCGC. This External
Assessment also focused on the individual contribution of thedirectors.

4

The analysis of the responses to the 2020 External Assessment
led to an assessment report presented by the NCGC to the entire
Board.
An internal assessment of the Board and its committees was
conducted under the aegis of the NCGC and each Committee
President in March 2021 (the “2021 Internal Assessment”) andMarch 2022 (the “2022 Internal Assessment”).
A reminder of the areas for improvement brought to light by theprevious assessments of the Board and its committees is set out
below:

1

Improvements adopted as a result of previous assessments■ Proposed changes to succession plans■ Addition of governance to the Nomination and Compensation Committee■ Reassert the Board’s steering role with regard to the committees’ work2

■ Report more regularly between the G5 and the Board■ Place the monitoring and review of the Duty of Care Plan on the agenda of the CSR Committee
2020(external)■ Implementation of a more user-friendly and efficient platform for the exchange of documents to better structure
the agendas of Board and committee meetings■ Review the structuring of the agenda for Board meetings (produce a dashboard, etc.)3■ Consider appointing an independent director with M&A experience■ Increase the knowledge of the strategic framework surrounding the acquisition proposals submitted to the Board■ Hold a second strategic Board meeting■ Quarterly reporting of information between the G5 and the Board;■ Organize more meetings of independent directors

4■ Continue discussions on diversity, the skills grid and succession plans
2021(internal)■ Increase the frequency of review or communication of certain documents■ Improve the structure of the distribution of topics between the various committees and/or the Board■ Consider setting up inter-committee meetings

5■ Establish more regular exchanges with the Executive Committee and Executive Management■ Dedicate more time to strategic topics during Board meetings
The main conclusions of the 2022 Internal Assessment are presented below:

6

Areas for improvement identified during the 2022 Internal Assessment■ Consider the appointment of an independent director with an international business profile in the tech orentertainment industry (video games)
2022(internal)■ Organize one inter-committee meeting per year to address interdisciplinary topics■ Develop the informal activities of the Board of directors

7■ Continue to develop exchanges with the Executive Committee and Executive Management■ Improve the flow of information/communication between Board meetings

8
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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance4.1.2.3.5 Ethics

Directors are subject to the rules of ethics of the Afep-Medef
Code. The Board’s internal rules set out the rules and duties towhich the directors are subject. Article 4 of the internal rules
specifies the duties and obligations of the directors in terms ofconfidentiality, independence, loyalty, conflicts of interest andprevention of insider trading.

Declarations relating to the corporate officers
To the Company’s knowledge and on the basis of the information
provided by the members of the Board in response to thequestionnaire sent individually to each director by the NCGC (the“Declaration”), no member of the Board has, during the last five
years:■ been convicted of fraud or received an official reprimand and/or charges from statutory or regulatory authorities;■ been involved as a director in a bankruptcy, receivership or
liquidation;■ been disqualified by a court from serving as a member of an
administrative, management or supervisory body of an issuer,
or from participating in the management or conduct of thebusiness of an issuer.
It is also evident from the Declaration completed by each director
that:■ there are no arrangements or agreements with shareholders,customers, suppliers or other party whereby a member of theBoard of directors was appointed on that basis;■ there are no service agreements between members of theBoard and the Company or any of its subsidiaries granting
benefits under the terms of such agreement;■ regarding independent directors, no family ties between themand other members of the Board.

Conflicts of interest
In accordance with the internal rules of the Board, all Company
directors must - whenever a conflict of interest exists or could
potentially arise between the corporate interests of the Company
and their direct or indirect personal interests, or the interests ofthe shareholder or group of shareholders they represent - abstain
from voting on the corresponding resolution. In addition, tominimize the risk of conflicts of interest and to allow the Board toprovide shareholders and the markets with accurate information,
each director is required to complete the above-mentioned
Declaration, provided each year by the NCGC, and notify the
Board in the event of a change, as soon as they become aware ofany situation in which they have a conflict of interest, potential orotherwise.
On the basis of the Declaration completed by each director, to
the Company’s knowledge, there are no potential conflicts ofinterest between the duties of the Board members with regard to
Ubisoft and their private interests and/or other duties.
It should be recalled that the specific regulation on so-called“regulated agreements” (set out hereunder) is aimed at dealing
with issues of conflicts of interest that may exist between the
Company and its executives (Chief Executive Officer, Deputy

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Chief Executive Officers, directors, President of a simplified jointstock company (French “SAS”), General Manager of a limited
liability company (French “SARL”), etc.) or between the Company
and one of its shareholders with more than 10% of voting rights(or the Company controlling such a shareholder), within theframework of (i) agreements between such parties and theCompany or (ii) agreements for which said executives orshareholders may have indirect interests or (iii) agreements
between two companies that have executives in common.
Consequently, since Yves, Claude, Michel, Gérard, and Christian
Guillemot serve in Executive Management and/or, as applicable,
sit on the Board of directors of their respective companies, any
potential conflicts of interest that may arise would mainly bethose resulting from agreements concluded between the
Company or its subsidiaries with one of the companies belonging
to the groups of Claude, Michel, Gérard, and Christian Guillemot.
Entering into such agreements would then be subject, at thelevel of each company party to the agreement, to the regulatedagreements procedure prescribed by the provisions of articles L.
225-38 et seq. and L. 22-10-13 of the French commercial code,provided that such agreement is entered into with the Company
itself (or any article of the French commercial code applicable tothe form of the contracting company for any company other thanthe Company itself).

Information on agreements
Regulated agreements within the meaning of article L. 225-37-4, 2°
In accordance with article L. 225-37-4, 2° of the Frenchcommercial code, the corporate governance report mustmention, except for normal business transactions entered into atarm’s length, agreements made directly or through anintermediary by, on the one hand, the Chief Executive Officer, a
Deputy Chief Executive Officer, a director (the “Corporate
Officers”) or a shareholder with more than 10% of theCompany’s voting rights (a “Shareholder”) and, on the other
hand, a company controlled by the Company within the meaningof article L. 233-3 of the French commercial code.
The Company is not aware of the existence of any suchagreements having been entered into during the financial year
ended March 31, 2022, between the Corporate Officers or a
Shareholder and any company controlled by the Company as
referred to in article L. 225-37-4, 2° of the French commercial
code.

Regulated agreements within the meaning of articles L. 225-38 etseq. and L. 22-10-13
Concerning agreements and commitments subject to priorauthorization pursuant to the provisions of articles L. 225-38 etseq. and L. 22-10-13 of the French commercial code, theStatutory Auditors, in the special report required under theprovisions of article L. 225-40 of said code, state that they were
not informed of any agreement or commitment (i) authorized andentered into during the past year to be submitted to the approvalof the General Meeting, or (ii) authorized and entered into during
previous financial years and which was still in force in thefinancial year ended March 31, 2022.

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CORPORATE GOVERNANCE REPORT
Corporate governance t

Ordinary agreements
In accordance with the provisions of article L. 22-10-10, 6° of theFrench commercial code, the Company’s corporate governancereport must include a description of the procedure put in place by
the Company to regularly assess whether the agreements
concerning ordinary operations entered into on arm’s length
conditions actually meet these conditions, as well as a
description of the implementation of this procedure. To thiseffect, the Board’s internal rules take account of the following
principles and procedure:■ the ordinary nature of the operations and their arm’s length
nature are cumulative criteria:• ordinary operations usually concern operations performed
as part of the Company’s business, particularly inconnection with its corporate purpose – while taking into
account the usual practices of companies in a similar
situation,• the conditions are considered normal if they are similar to
those usually encountered in operations of the same typeor if they consist of the usual conditions applied by theCompany in its dealings with third parties;■ these criteria are appraised on a case-by-case basis by the
Administration Department, with the support of the Ubisoftgroup’s Legal Department if necessary;■ at least once a year, and at the latest during the first Board
meeting after the close of the financial year, the Board
assesses whether the agreements classified as ordinary
operations entered into on arm’s length conditions (the “NonRegulated Agreements”) still meet those criteria;■ this classification is re-examined by the Board upon any
modification, renewal, extension or termination of a NonRegulated Agreement.

Prevention of breaches and insider trading
The internal rules of the Board, the Group’s Code of Conduct andthe dedicated training materials (e-learning, intranet) define therules applicable to trading in the Company’s securities, inaccordance with European and French regulations on breaches
and insider trading and abstention obligations (in particular theMarket Abuse regulation, the French monetary and financial codeand the AMF’s General Regulation).
Permanent insiders (directors and persons having management
responsibilities, treated as executive corporate managing officers,
and any person having permanent access to any inside
information of the Company and designated as such by the
Chairman and Chief Executive Officer) are subject to obligationsof confidentiality and abstention from carrying out transactions
on Company securities when they hold inside information andduring blackout periods:■ for the announcement of half-year and annual results(consolidated financial statements): during a period of
30 calendar days before publication;

4

The provisional calendar of future abstention periods is sent to allpermanent insiders.
The Company keeps an updated list of permanent insiders. It
sends everyone a market ethics charter regarding trading,informing them of their status, their registration on the list of
permanent insiders and their confidentiality and abstention
obligations under the applicable regulations. Each permanent
insider is required to sign this code of ethics and to comply withit.
Furthermore, occasional insiders who have one-off access to
inside information of the Company are subject to the sameobligations of confidentiality and abstention from carrying out
transactions on Company securities when they have inside
information. To that effect, the Company creates a list ofoccasional insiders specifically for the inside information
concerned and keeps that list up-to-date. It sends everyone amarket ethics charter regarding trading, informing them of theirstatus, their registration on the list of occasional insiders and theirconfidentiality and abstention obligations under the applicableregulations. Each occasional insider is required to sign this codeof ethics and to comply with it, until he/she no longer has thestatus of occasional insider.

1
2
3

In addition to the obligations of confidentiality and abstention
described above, the executives of the Company (morespecifically, the directors and the persons having management
responsibilities, treated as executive corporate managing officers)
and persons closely related to them, are required to declare theirtransactions to the Company and to the AMF in accordance withapplicable regulations using the strict procedures set out in themarket ethics charter intended for permanent insiders andprovided to them by the Company. Transactions carried out
between April 1, 2021 and May 11, 2022 are summarized in thetable below.

45More generally, to ensure the proper implementation of thepolicy on the prevention of insider trading and misconduct, theCompany has set up internal procedures for the identification andmanagement of inside information. In particular, the Company
has set up a Disclosure Committee responsible for identifying
and publishing such information in accordance with applicableregulations. The Company has also appointed ethics officers for
trading (“ethics officers”) whose duties include making teammembers aware of trading rules and training them in the concept
of inside information and the prevention of insider misconduct (inparticular the precautions and obligations pertaining topossession of inside information and the abstention periods
during which insiders must comply with the rules ofconfidentiality and abstention). Training sessions suited to theCompany’s business have been put in place. Furthermore, theCompany has adopted a market ethics charter detailing theprinciples of trading ethics and the rules that apply to trading in
the Company’s securities.

6
7
8■ for the announcement of quarterly results (unaudited financial
statements): during a period of 15 calendar days before
publication.

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Surname, first name, positionon the date of the transaction

Date of Number
Type of transaction transaction of shares

Type

Unit
price

Amount oftransaction

SECURITIES TRANSACTIONS BY EXECUTIVE
Yves Guillemot, Chairman and CEO
Claude Guillemot, Deputy CEO
Michel Guillemot, Deputy CEO

Conversion

12/16/21

11,334

AGAP *€57.00€646,038.00

Acquisition by way of inheritance

03/30/22

5,736

OS

€62.82€360,335.52

Exercise12/01/21

3,674

SOP

€31.96€117,402.67

Acquisition by way of inheritance

03/30/22

5,733

OS

€62.82€360,147.06

Exercise

11/17/21

3,674

SOP

€31.96€117,402.67

Acquisition by way of inheritance

03/30/22

5,733

OS

€62.82€360,147.06

Exercise

12/09/21

3,674

SOP

€31.96€117,402.67

Disposal

12/09/21

3,490

OS

€43.75€152,673.54

Acquisition by way of inheritance

03/30/22

5,733

OS

€62.82€360,147.06€2,791,494.93

Gérard Guillemot, Deputy CEO

Disposal

09/13/21

49,559OS€56.33

Exercise

11/15/21

3,674

SOP

€31.96€117,402.67

Disposal

11/15/21

3,490

OS

€47.04€164,158.78

Acquisition by way of inheritance

03/30/22

5,733

OS

€62.82€360,147.06

Acquisition

05/13/21

185

OS€54.42€10,067.70

Acquisition

06/24/21

4,530

AGAP *€60.44€273,793.20

Anne Wübbenhorst, Director
representing employees

Acquisition

11/02/21

222

OS€45.23€10,041.06

Belén Essioux-Trujillo, Director

Acquisition

12/10/21

235

OS€43.43€10,206.05

Disposal

05/27/21

90,000OS€60.56€5,450,382.00

Disposal

05/28/21

210,000OS€60.38 €12,679,926.00

Christian Guillemot, Deputy CEO

John Parkes, Director representing
employee shareholders

SECURITIES TRANSACTIONS BY RELATED PERSONSGuillemot Brothers Ltd, legal entity
linked to Christian Guillemot,
Deputy CEO*

Conversion of preference shares into ordinary shares (see 4.2.3.3)

Loans and guarantees granted to membersof the Board of directors
The Company has not granted any loans or guarantees to any
member of the Board.

4.1.2.3.6 Preparation and organization conditionsof the work done by the Boardof directors and its committees

The preparation and organization of the Board come within thescope defined by the statutory and regulatory provisions
applicable to French joint-stock companies (French “SA”) and theCompany’s articles of association, and the provisions of theinternal rules of the Board and its committees updated on
July 1, 2020.
The Board, a collegial body, collectively represents all
shareholders. It performs the duties assigned to it by law, acts
under all circumstances in the corporate interest of the Company,
and strives to promote the creation of long-term value, while
taking into consideration the social and environmental impacts of
the Group’s activities. It determines the strategic business
policies of the Company and/or Group and ensures theirimplementation within the limits of the Company’s corporate
purpose and the powers expressly granted by law to General
Meetings. It regularly examines existing opportunities and themain risks (including financial, legal, operational, labor- related,societal and environmental risks), as well as the measures takenin this regard. To that effect, the Board receives all of theinformation required to perform its mission, in particular from theexecutive corporate managing officers.

80

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Over and above the expertise and powers of the Board and its
committees, the internal rules of the Board prescribe the principleof confidentiality for information disclosed to members, and statethat the office as director shall be held in accordance with therules on independence, ethics and integrity. Moreover, theinternal rules of the Board of directors stipulate the requirementthat each of the director shall inform the Board in the event of areal or potential conflict of interests in which he/she may bedirectly or indirectly involved. The rules specify the content andprocedures for exercising the prerogatives of the Board (including
the independent directors, the director(s) representing employees
and employee shareholders), the specialized committees createdwithin the Board, the Chairman and Chief Executive Officer, theDeputy Chief Executive Officers and the lead director.

Operation of the Board of directors
It meets as often as required by the Company’s business, at theregistered office or at any other place chosen by the Chairman.
No special form is required for meeting notices. As a collegial
body, its decisions are binding on all its members.
In his capacity as Chairman of the Board of directors, theChairman and Chief Executive Officer prepares, organizes andsupervises the work of the Board, sets the agenda for its
meetings, advises the directors of any information required forthe performance of their duties, ensures the proper functioning of
the Company’s bodies, the proper execution of decisions madeby the Board and compliance with the rules of proper conduct
adopted by the Company. He reports to the General Meeting on
the functioning, work and decisions of the Board.

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CORPORATE GOVERNANCE REPORT
Corporate governance t

The internal rules of the Board of directors provide an opportunity
for directors to participate in the Board’s deliberations via
videoconference or telecommunications, including conference
calls, which enable them to be identified and which guarantee
their effective participation, under the conditions determined by
the regulations in force. Directors who participate in the Board’s
deliberations in this way are deemed to be present for quorum
purposes, except for Board meetings relating to theestablishment of the annual consolidated and separate financial
statements, and the management report.

that they have been informed in advance, in order to better
understand the Group’s business lines if they deem it necessary.
The Board is informed at least twice a year, during a special
session, of the Group’s major strategic policies in terms ofhuman resources and organization. A strategy update is now
systematically included on the agenda of each Board meeting.
In addition, directors have access to:■ the daily press review relating to Ubisoft group news andmore generally on video game industry news (“Ubisoft Daily
Newsletter”);

In the context of the Covid-19 crisis, the Board was forced to holdthe meeting relating to the closing of the financial statements forthe year ended March 31, 2021 under the exceptional provisions
provided for by Order no. 2020-321 of March 25, 2020, byvideoconference.

■ at Global Publishing, KOM, which provides a true immersion
into the universe of Ubisoft games; andBoard of directors’ information■ the “Ubisoft World” mailing list enabling them to receive all
messages sent to Ubisoft group teams;

The Chairman and Chief Executive Officer provides the directors
with the information and documentation necessary for them tocarry out their duties and prepare for meetings, in accordancewith article L. 225-35 of the French commercial code.
Each director may also independently obtain additional
information from the Chairman and Chief Executive Officer, who
is available to provide relevant information and explanations to
the Board.
In this respect, the elements essential to the examination of thepoints on which the Board is called upon to discuss arecommunicated to the members of the Board prior to the meeting.
Accordingly, each Board member is provided with a preparatory
file including information and documents, subject to theiravailability and depending on the progress of the files, relating to
the topics on the agenda. The implementation of a secure
platform has made it possible to improve the dematerialization ofBoard and committee files, facilitating their transmission andarchiving, and improving the level of confidentiality.
Directors are bound by a duty of confidentiality as regards
confidential information that is provided as such by the Chairmanof the Board of directors.
The committees tasked by the Board of directors to examine
specific issues make a contribution through their work andreports, providing the Board of directors with the information it
needs to make its decisions (see 4.1.2.4).
Directors receive on an ongoing basis all documents that areissued by the Company and its subsidiaries to the public,
especially information intended for shareholders. They are
informed of market developments, the competitive environment
and the main challenges, including in the area of corporate social
responsibility.
The directors may, if they wish, discuss with the operational staff
and meet the main managers of the Company, even without thepresence of the executive corporate managing officers, provided

4

1

are included on:2■ as well as the “Public Relations” mailing list enabling them toreceive all press releases published by Ubisoft.

Training of directors
Each director is entitled, upon his/her appointment andthroughout his/her term of office, to training on corporate
governance and on the Company’s specific features, its businesslines, its business segment, and its corporate social responsibility
challenges. During the financial year ended March 31, 2022,
directors were able to attend webinars on monetization,
cryptocurrencies, video game technologies, the state of the video
game market and the outlook for the next three to five years –topics identified in the survey carried out by the NCGC on theirtraining needs.

34

In accordance with the legal provisions in force, the directors
representing employees and employee shareholders may receive
appropriate training of least 40 hours per year.

5

Some directors have taken, at their request, certification training
relating to directors’ duties at Sciences Po Paris/IFA.
In order to facilitate the integration of new directors and theirassumption of duties, an induction program has been set up,
including in particular, in addition to the information tools referred
to above:6■ the provision of the documents necessary for the role ofdirector (Universal Registration Document, articles ofassociation, internal rules, etc.);

7■ access to presentations and videos to better understand the
Ubisoft environment.
Furthermore, members of the Audit Committee are entitled, upon
their appointment and at their request, to information on
accounting, financial or operational specificities of the Company/
Group.

8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance4.1.2.4 Missions of the Board of directors, the committees and the lead director/
FY22 activity

During the financial year ended March 31, 2022, the Board met eight times, with an attendance rate of 92% as detailed below:
Board

Audit Committee

NCGC

CSR Committee

8 sessions FY22

6 meetings FY22

5 meetings FY22

4 meetings FY22

Yves Guillemot

100%

—

—

—

Claude Guillemot

88%

—

—

—

Michel Guillemot

100%

—

—

—

Gérard Guillemot

75%

—

—

100%
—

Christian Guillemot

75%

—

—

Didier Crespel

100%

83%

—

Laurence Hubert-Moy

100%

100%

100%

Florence Naviner

75%

100%

Corinne Fernandez-Handelsman

88%

—

(1)

—
(1)

—

—

—

100%

100%
(2)

Belén Essioux-Trujillo

100%

—

100%

John Parkes

100%

—

—

—

Lionel Bouchet

100%

—

—

100%

Anne Wübbenhorst

100%

—

—

—

TOTAL

92%

94%

100%

100%

(1)

—

(1) Committee President(2) Three Board meetings out of five held between the date of appointment as a member and 03/31/22

4.1.2.4.1 Board of directors
Missions and responsibilities
In accordance with the provisions of article L. 225-35 of theFrench commercial code and its internal rules, the Board decides
the Company’s policies and oversees their implementation.
In particular, the Board gives its opinion on all decisions relating
to major strategic, economic, corporate, financial andtechnological policies of the Company and oversees theirimplementation by the Executive Management, particularly inaccordance with the Board’s internal rules.
Subject to the powers expressly bestowed on General Meetings
and within the limit of the corporate purpose, the Board may
discuss any issue affecting the proper functioning of theCompany and make decisions to resolve matters that concern it.
It also carries out the verifications and controls it deems
appropriate. Thus, the Board:■ chooses the organizational arrangements for the Executive
Management (separation of the offices of Chairman and Chief
Executive Officer, or combination of such offices);82

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22■ implements, when it deems appropriate, the delegations ofauthority and/or authorizations granted to it by the General
Meeting;■ examines and approves the financial statements;■ monitors the quality of the information provided toshareholders and to the markets in the financial statements orwhen major transactions are carried out.
In addition, the Board contributes to the determination of theGroup’s objectives and strategy in line with its culture and values.

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Corporate governance t

4

Main topics addressed by the Board of directors during FY22
The agenda of meetings of the Board is determined pursuant to applicable laws and regulations.
During the financial year, the main issues addressed by the Board were the following:
Financial position,
cash positionand commitmentsof the Group■ Taking note of the minutes of the Audit Committee's work (see 4.1.2.4.3), including work on the taxonomy
and cybersecurity.
■ Reviewing and approving the separate and consolidated financial statements for FY21 and the 1st half of
FY22.
■ Financial information/financial reports.
■ Establishing forecast management documents.
■ Implementing the share buyback program.

1■ Monitoring the work of the internal control team.
■ Authorizing the CEO to provide sureties, endorsements, and guarantees on behalf of the Company and issue
bonds.
Major strategic
policies andoperations of
the Ubisoft group■ Discussions on the strategic topics of the Ubisoft group, including the “green” strategy.

2■ Approving the three-year business plan.
■ Monitoring the impacts of the Covid-19 crisis.
■ Reviewing the risk map.
■ Implementing the so-called “financial” delegations and authorizations granted by the General Meeting(see 7.2.3).

Corporate
governance3■ Reviewing reports on the work of the NCGC, CSR Committee (see 4.1.2.4.3), lead director (see 4.1.2.4.2),
meetings of the independent directors and the G5.
■ Updates on the health crisis related to the Covid-19 epidemic and the crisis related to the movement todenounce toxic and sexist behaviors: discussions with the external consultant (in particular, without thepresence of the Chairman and CEO) and on the conflict in Ukraine.

4■ Annual update on the operation of the Board and its committee (review of qualification as an independent
director, review of the composition of Board committees):• Discussions on the profile of a new independent director as part of the monitoring of the selection
procedure followed by the NCGC;• Appointment of Corinne Fernandez-Handelsman, independent director, as President of the CSR
Committee, to replace Gérard Guillemot;

5• Appointment of Belén Essioux-Trujillo, independent director, as a member of the NCGC;• Discussions on the composition of the CSR Committee as part of the expiry of the term of office of Lionel
Bouchet, a director representing employees.
■ Reviewing the succession plans for executive corporate managing officers, the Executive Committee and thelead director, and the contingency plan of the G5 annually.

6■ Follow-up of the discussions held by the Chief Executive Officer on the composition of the Executive
Committee and the decisions taken in this regard.
■ Review of points and areas for improvement presented by the NCGC for the 2021 Internal Assessment(see 4.1.2.3.4).
Compensation/
Employee shareownership

7■ Implementing the delegations and authorizations granted by the General Meeting in relation to “employee
share ownership” (setting up plans and validating the achievement of performance conditions).
■ Compensation:• Approval of the compensation policy for corporate officers;• Annual review and setting of components of compensation for the executive corporate managing officers;

8• Determining any financial and non-financial criteria to be applied (annual variable, LTI) (see 4.2.1.3
and 4.2.1.4);• Recognition of the level of achievement of performance conditions (annual variable compensation, LTI) of
executive corporate managing officers (and also members of the Executive Committee (LTI)).
Miscellaneous■ Calling the General Meeting behind closed doors, powers to the Chairman and CEO to determine how theGeneral Meeting will be held, appointing scrutineers and replying to written questions *, adopting reports
and approving draft resolutions.

9■ Annual review of agreements and commitments (article L. 225-40-1 of the French commercial code).
■ Business matters.
■ Communication of answers to points raised, where applicable, during meetings of independent directors(see 4.1.2.4.2).
*

Order no. 2020-321 of 03/25/20 (extended and amended by order no. 2020-1497 of 12/02/20) and decree no. 2020-148 of 04/10/20 (extended and amended bydecrees no. 2021-1614 of 12/18/20 and no. 2021-255 of 03/09/21)

The Board has also received presentations on specific topics requested by its members.
Pursuant to article L. 823-17 of the French commercial code, the Statutory Auditors were invited to attend the Board meetings
approving or examining the financial statements.
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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance4.1.2.4.2 Lead director/Meetingsof the independent directors

Pursuant to the internal rules of the Board and of its committees,
a lead director, chosen from among the independent directors,
may be appointed by the Board, following a proposal of the
NCGC, where the positions of Chairman and Chief Executive
Officer are held by the same person.
The lead director is appointed for a period of two years, whichmust not exceed the term of his or her directorship. The leaddirector may be re-elected on the proposal of the NCGC.
Didier Crespel has held the position of lead director since
March 3, 2016. Didier Crespel was confirmed as lead director forthe duration of his term of office as a director, as renewed by the2021 General Meeting, until the General Meeting called toapprove the financial statements for the financial year ended
March 31, 2023.

Responsibilities
The main responsibility of the lead director is to oversee theproper functioning of the Company’s governance bodies. In thisregard, he:■ chairs the meetings of the Board in the event that the
Chairman is unavailable and following a proposal from thelatter in accordance with the provisions of the articles ofassociation;■ temporarily assumes the chair of the Board of directors in theevent that the Chairman is unavailable;■ chairs, convenes and organizes at least one meeting per year
for the independent directors during which they can discuss
topics of their choice outside of a plenary meeting of theBoard;■ maintains ongoing dialog with the directors and, whererequired, acts as their spokesman with the Chairman of theBoard of directors and in particular acts as a liaison if required
between the independent directors and the Chairman of theBoard of directors;■ ensures that all shareholder questions are answered, isavailable to communicate with shareholders at the request of
the Chairman of the Board of directors and keeps the Board
informed of these exchanges;■ oversees the assessment of the Board of directors’ operatingprocedures where required.

Resources
While performing his duties, the lead director can:■ suggest that the Chairman add items to the agenda of Board
meetings, where necessary;■ request that the Chairman convene a meeting or, whereapplicable, directly convene the Board meeting on a specificagenda whose importance or urgency would justify theholding of an extraordinary meeting of the Board;■ assume, in conjunction with legal and regulatory provisions,the duties of the Chairman of the Board of directors in theevent that the latter is unavailable (temporarily chairs
meetings);■ meet with the independent directors at least once a year
under terms and conditions and at the times that he may
deem appropriate;84

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22■ attend and/or participate in any meetings with Company
shareholders upon request of the Chairman of the Board of
directors;■ make recommendations of any kind in relation to theassessment of the Board.
The lead director ensures that the directors have the opportunity
to meet and speak with the senior executives and the Statutory
Auditors, in accordance with the provisions of the internal rules.
More generally, the lead director ensures that the directors areprovided with the information required to perform their duties
under optimum conditions, in accordance with the provisions of
the internal rules.
The lead director is also in charge of relationships withshareholders, in particular concerning corporate governanceissues.
The lead director may be the President or a member of one ormore of the committees of the Board of directors. The leaddirector reports once a year to the Board. During General
Meetings, he may be invited by the President to report on his
actions.

Activity during FY22
Since his appointment as lead director on March 3, 2016, Didier
Crespel has been in frequent contact with the Company’s
shareholders in order to provide an overview of “Governance”
activities and in particular the operating procedures and activitiesof the administrative and management bodies.
The lead director also invited the independent directors to meeton three occasions during FY22, on April 9, and on September 24,
2021 and on January 18, 2022.
The lead director attended the governance roadshows and helped
to prepare the roadshows on the resolutions submitted to the2022 General Meeting and, to this end, was in regular contact
with relevant persons within the Group.
In accordance with the Board’s internal rules, the lead director
reported on his activities of the past financial year at the Board
meeting of April 12, 2022. These activities mainly consisted of
the convening of three meetings with the independent directors(see below) and the preparation and presentation of thegovernance roadshow held in December 2021 with the Financeand Investor Relations Department and the Human Resources
Department.

Items discussed at meetings of independent
directors held during FY22
During the meetings of independent directors, the independent
directors engaged in lengthy discussions, shared their opinions,
identified areas for improvement and, where applicable, drew up
a list of questions to which answers were provided at the Boardof directors‘ meetings that followed through documented
materials and/or the intervention of internal or external
consultants when deemed useful.
Apart from monitoring the situation related to allegations ofharassment or inappropriate behavior, independent directors also
reviewed the organization and/or composition of the Board, itscommittees, the G5 and the Executive Committee, particularly interms of the division of roles. They also questioned the impact ofcertain current topics on the Group’s business and market price.
The independent directors also reviewed the feedback from theDecember 2021 governance roadshows during these meetings.

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Corporate governance t

4.1.2.4.3

Committees of the Board of directors

Under its internal rules, the Board of directors has the option ofcreating one or more committees to assist it:■ the Audit Committee;■ the Nomination, Compensation and Governance Committee;■ the Corporate Social Responsibility Committee.

Committee roles and operating procedures
The committees act in an advisory capacity. Their particularresponsibilities include reviewing matters that the Board or its
President submits for their consideration and reporting theirfindings to the Board in the form of minutes, proposals or
recommendations. Members chosen from among the directors
are appointed by the Board, which also appoints eachcommittee’s President. The responsibilities and operatingprocedures of each committee were specified by the Board when
they were established and were included in the internal rules.

4

The Board reserves the right to change the number and/or thecomposition of these committees at any time, as well as thescope of their duties. Finally, it should be noted that the internal
rules of each committee – as well as any change that acommittee may ultimately suggest – must receive the Board’s
formal approval.
The committees may not unilaterally decide to discuss issues
beyond the scope of their mission. They have no decision-making
power but only that of making recommendations to the Board.
The committees meet at the behest of their President and may
be called by any means. The committees may meet at any placeand in any way, including by videoconferencing andteleconferencing. They may only validly meet if at least half of
their members are present. As members are personallyappointed, they may not be represented by others. The frequency
of Committee meetings must be at least that laid down in eachcommittee’s internal rules.

1
2

The agenda of Committee meetings is set by their President. The
committees report on their work to the subsequent Board
meeting in the form of oral statements, opinions, proposals,
recommendations or written reports.

3
4
5
6
7
8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

AUDIT COMMITTEE> Florence
NAVINER> Laurence
HUBERT-MOY> Didier
CRESPELCommittee President
Independent director

Memberof the Committee
Independent director

Memberof the Committee
Independent director

Area of expertise

Finance/Audit

100%
INDEPENDENT

Area of expertise

Area of expertise

Technology (risk mapping)

67%
WOMEN

Finance/Audit

6

FY22 MEETINGS

94%

ATTENDANCERESPONSIBILITIES OF THE AUDIT COMMITTEE
The internal rules of the Audit Committee, which are attached to the internal rules of the Board, describe the Audit Committee’s responsibilities
and operating procedures.
The Audit Committee is responsible for monitoring the preparation of accounting, financial and non-financial information, the effectiveness ofinternal control, risk management and IT security systems, statutory audits of the separate and consolidated financial statements by the Statutory
Auditors and the independence of the latter. It prepares and facilitates the work of the Board of directors with regard to these matters.
At the beginning of the year, the Committee lays down its work program.

MAIN RESPONSIBILITIES

Accounting, financial and non-financial information•••

Monitoring the preparation of the financial information and, where required, issuing recommendations to guarantee its integrity.
Examining the pertinence of the accounting basis chosen, the sustainability of the accounting methods applied, the accounting policies used
and the estimates made in order to process material transactions in the scope of consolidation.
Examining certain accounting and financial information documents issued by the Company before they are made public.

Internal control systems for risk management and IT system security••

Reviewing and monitoring the effectiveness of internal control and risk management systems and the security of information systems
concerning procedures relative to the preparation and processing of accounting, financial and non-financial information, without infringing on its
independence.
Examining risks, including those relating to social and environmental issues, legal disputes and material off-statement of financial positioncommitments.

Statutory auditing••••

Making recommendations to the Board, in accordance with the provisions of article 16 of Regulation (EU) 537/2014, on the appointment orreappointment of the Statutory Auditors and approval of the amount of the fees charged.
Monitoring the Statutory Auditors’ work, taking into account the findings and conclusions of the Haut Conseil du Commissariat aux Comptes(French auditing authority) following the checks made pursuant to articles L. 821-9 et seq. of the French commercial code.
Approval of the provision by the Statutory Auditors or their network, of services other than the certification of the financial statements
mentioned in article L. 822-11-2 of the French commercial code, pursuant to the Audit Committee Charter.
Annual request, when the annual financial statements are approved, for details of the fees for auditing and non-auditing services paid by theCompany and other Group companies to the firms and networks of the Company’s Statutory Auditors.

WORK OF THE AUDIT COMMITTEE IN FY22

Accounting, financial and non-financial information•••

Examining the annual (separate and consolidated) and half-yearly (consolidated) financial statements, and financial reports.
Reviewing the work of the Statutory Auditors on the annual and half-yearly financial statements.
Reviewing forecast management documents (article L. 232-2 of the French commercial code).

Internal control systems for risk management and IT system security••••

Monitoring the work on internal control and its organization.
Reviewing operating progress in terms of compliance with the “Sapin 2” law (Code of Conduct, whistleblowing system, corruption risk
mapping, assessment of third parties, accounting controls, training schemes, disciplinary regime, internal control and assessment system,
French anti-corruption agency questionnaire).
Drawing up the list of subsidiaries in which an internal control review will be conducted.
Reviewing the report on corporate governance, risk management and internal control.

Statutory auditing•

Assessment of the independence of the Statutory Auditors with regard to their duties.

Other
•

•

86

Review of the progress of work in terms of:• Green taxonomy (presentation by KPMG SA, schedule, communication);• Cybersecurity;• Digitization projects.
Annual internal self-assessment of the committee‘s work.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

NOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE> Laurence
HUBERT-MOY

Committee President
Independent director
Area of expertiseInternational experience (recruitment andcompensation of high-level managers)

100%
INDEPENDENT> Corinne
FERNANDEZHANDELSMAN> BelénESSIOUX-TRUJILLOMemberof the Committee
Independent director

Memberof the Committee
Independent director

Area of expertise

Area of expertise

Talent management

100%
WOMEN

1

Talent management

5

FY22 MEETINGS

100%

2

ATTENDANCERESPONSIBILITIES OF THE NCGC

3The Company has a single Nomination, Compensation and Governance Committee.
The NCGC’s internal rules, which are attached to the internal rules of the Board, describe its responsibilities and operating procedures.
The NCGC is responsible for the selection of the members of the Board and of the Executive Management, the succession plans for the Executive
Management of the Company, the members of the Executive Committee and the lead director, as well as the compensation policy of all corporate
officers and the proper application of governance rules. It prepares and facilitates the work of the Board of directors with regard to these matters.
At the beginning of the year, the Committee lays down its work program.
No executive corporate managing officer sits on the Committee. The Chairman and CEO does not take part in the meetings but is kept informed of
the Committee’s work, except for the agenda items that relate to him.

4

MAIN RESPONSIBILITIESNominations•

Composition and functioning of the Board of directors and its committees:
•
•
•

•

5

Periodically assessing the structure, size and composition of the Board of directors, ensuring compliance with the diversity policy applied tothe members of the Board and its committees;
Evaluating the opportunity for reappointment of directors in office, submitting recommendations to the Board regarding any possible
changes, implementing a procedure for selecting future directors;
Making proposals on the creation and composition of Board committees.

Composition of the G5:
•
•
•

6

Examining, as necessary and, in particular at the end of the term of office in question, the renewal of the term of office of the Chairman and
CEO and/or the Deputy CEO(s);Examining and making proposals to the Board on the choice between the various forms of organization of the Company’s management andcontrol powers;
Implement a procedure guaranteeing the presence of at least one person of each gender among the candidates for Deputy CEO positions.

•Composition of the Executive Committee and executive management teams: keeping informed on the methods used by the Company tostrive to achieve a good gender balance within the Executive Committee and diversity in the top 10% of positions with the greatest
responsibility.

•

Succession plans: conducting an annual review of the succession plan(s) for executive corporate managing officers, the Executive Committee
and the lead director in the event of an unforeseen vacancy, a change in responsibilities, retirement, etc.

7
8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

RESPONSIBILITIES OF THE NCGC (continued)

Governance•Compliance: examining changes in corporate governance rules, monitoring their application (particularly in the context of the Afep-Medef
Code), assisting the Board in adapting these rules and making proposals in this regard.

•

Internal rules of the Board and its committees: conducting a regular review.

•

Diversity policy: ensuring that the executive corporate managing officers implement a policy of nondiscrimination and diversity, particularly
with regard to the balanced representation of women and men on the governing bodies, and report to the Board of directors accordingly.

•

Independence of directors: periodically reviewing the criteria applied by the Board to classify a director as independent and examining theposition of each director on an annual basis with respect to those criteria.

•

Director skills: establish a skills matrix listing the different areas of expertise of the Board members and ensure monitoring.

•

Conflicts of interest: keeping informed by the Chairman of the Board whenever a director is unable to attend or take part in a vote due to aconflict of interest, examining, where applicable, the directors’ periodic declarations of conflicts of interest, preparing a list of subjects likely togive rise to conflicts of interest and referring them to the Board accordingly.

•

Training of directors: offering courses to directors and catering to their needs in this respect; offering an on-Boarding program for new
directors.

•

Assessment of the Board and its committees: managing the annual self-assessment as well as the external triennial assessment andproposing the choice of an independent third party, ensure that the recommendations of the lead director in this area are taken into account.

•

Equal pay and opportunities: assessing the policies and actions implemented.

•

Review of policies or voting intentions: reviewing the comments made by proxy agencies or investors during the roadshows in particularwith regard to the resolutions submitted to the vote of the General Meeting relating to governance, employee share ownership andcompensation of corporate officers.

•

Communication: examining the information contained in the corporate governance report and any other document required by applicable law
and regulations and, more generally, ensuring the provision of information to shareholders on corporate governance.

Compensation•

Executive corporate managing officers (Chairman and CEO and Deputy CEOs):
•
•
•
•

•

Directors: examining and making recommendations to the Board concerning overall and individual amounts as well as the allocation method
used, taking into account the directors’ attendance at Board and Committee meetings in accordance with the Board’s internal rules.

•

Executive management teams:
•
•

•

•
•

Keeping informed and examining the Group’s general compensation policy and making any relevant comment in this regard;
Finding out whether the fixed and variable compensation of the executive management teams (including the Executive Committee) is inline with the Company’s strategy.

Employee share ownership:•

Providing an opinion to the Board of directors on the general policy concerning Group employee share ownership, setting out the reasons
behind its choices and defining in advance the frequency of allocations;
Making any suggestion as to the content of resolutions concerning employee share ownership to be submitted to a vote of the General
Meeting, including the defining of the performance criteria applicable to the final allocation, the vesting period and/or the retention period.

Communication:•

88

Examining and making recommendations to the Board concerning both (i) the variable and fixed components of said compensation and (ii)any benefits in kind, Share Plans received from any Group company, provisions regarding their pensions and any other benefits of any kind;
Proposing individual objectives (financial and non-financial) in coordination, if necessary, with the CSR Committee, in order to assess
performance and calculate the variable component(s) of the annual or multi-annual compensation;
Analyzing the equity ratios and their change between the compensation of the Company’s executive corporate managing officers and theaverage and median compensation of employees;
Ensuring that the Company complies with its obligations in terms of compensation transparency and in particular preparing an annual reporton the NCGC’s activity which is included in the corporate governance report, and ensuring that all the information required bycompensation laws are included in the corporate governance report.

Ensuring that the Company complies with its obligations in terms of transparency of compensation, in particular by reviewing theinformation provided to shareholders for the vote on the compensation of corporate officers (Say on Pay).

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CORPORATE GOVERNANCE REPORT
Corporate governance t

4

WORK OF THE NCGC IN FY22

Appointment•

Composition and operation of the Board and its committees: annual review, followed by the election of the director representing
employees due to the expiry of Lionel Bouchet’s term of office at the end of the 2022 General Meeting and discussions on the composition of
the CSR Committee post-2022 General Meeting, implementation and steering of the procedure for selecting a candidate for independent
director (appointment submitted to the 2022 General Meeting), proposal to appoint an independent director as President of the CSR
Committee and a third member of the NCGC in the person of Belén Essioux-Trujillo.

•

Composition of the Executive Committee: proposal to integrate new members, analysis of gender balance.

•

Succession plans: annual review of the plans of the Chairman and CEO, the Deputy CEOs, the lead director and the Executive Committee.
Information on the progress of the medium-term succession plan for Chairman and CEO and Deputy CEOs by an external service provider.

1

Governance•Follow-up of the action plan regarding allegations of harassment and inappropriate behavior: update on the situation and next steps(intervention of the external consultant on the Board of directors).

•

Independence of directors: annual review.

•

Training of directors: drawing up of a list of training requests for all directors, training proposals for directors representing employees and the
director representing employee shareholders as well as for CSR Committee members.

•

Internal assessment of the Board and its committees: managing the process (FY22).

•

Professional and wage equality: annual review.

•

Raison d'être: update.

•

Governance roadshows: participation in preparation.

•

Responsibilities of the various committees: initiation of a discussion on cross-business issues and/or segregation of duties.

2
3

Compensation•

Compensation of executive corporate managing officers:
•
•
•
•
•

•

4

Compensation of directors:••

Review of the compensation policy for executive corporate managing officers (“Ex Ante” vote at 2022 General Meeting) and determinationof their compensation for FY23.
Review and determination of the terms and conditions of the targets related to the financial criteria of the annual variable compensation of
the Chairman and CEO for FY22 as well as LTI plans (Chairman and CEO, Deputy CEOs) assessed over several financial years, including
FY22.
Assessing the fulfillment or non-fulfillment of the financial and/or non-financial criteria related to (i) the executive corporate managing
officers’ long-term incentive plans vesting in FY22 and (ii) the variable compensation of the Chairman and CEO for FY21.
Preparation of resolutions relating to the FY22 compensation of the executive corporate managing officers.
Validating the annual information on the executive corporate managing officers’ compensation provided in the corporate governance report.

5

Review of the compensation policy applicable to the directors.

Employee share ownership:
•
•
•
•
•
•

Definition of the general allocation policy (SOP or AGA) and proposal of performance criteria in relation to applicable resolutions.
Revue of the acquisition strategy for SOP or AGA plans.
Proposal to implement employee share ownership plans under current resolutions (SOP and AGA plans, share capital increases reservedfor employees (“MMO Plan”).
Analysis of the terms and conditions of the Group‘s key people plan.
Draft resolutions relating to employee share ownership to be submitted to the General Meeting.
Ascertain whether the attendance and/or performance conditions for the long-term incentive plans for Group employees have beenachieved.

6

Other
•
•
•

7

Establishing the annual schedule.
Review of legal and/or regulatory changes concerning compensation and governance.
Annual internal self-assessment of the work of the Board and the committee.

8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE> Corinne
FERNANDEZHANDELSMAN

Committee President
Independent director

Area of expertise> Lionel
BOUCHET

Memberof the Committee
Director

Memberof the committee
Director representing
employees

Area of expertise

CSR

50%

> Gérard
GUILLEMOT

Area of expertise

CSR

(1)

INDEPENDENT

50%

(2)

WOMEN

Ubisoft business lines

4

FY22 MEETINGS

100%
ATTENDANCERESPONSIBILITIES OF THE CSR COMMITTEEThe CSR Committee is tasked with examining the strategy and action plan with respect to the Group’s Corporate Social Responsibility and putting
forward any recommendations it may have in this regard. It also examines the CSR reports submitted to the Board in accordance with applicablelegal and regulatory requirements.
Without prejudice to the prerogatives of the Board or Executive Management, the Committee’s tasks in respect of the Group’s CSR strategy
consist of:•

Examining the Group’s CSR policies and commitments, as well as the action plans of projects related to these policies and/or the monitoring of
the roll-out of the Group’s actions.

•Appraising the integration of the Group’s CSR commitments in respect of issues which are specific to its business and objectives.

•

Ensuring that the decision-making bodies take social and environmental criteria into consideration when making strategic decisions.

•

Assessing the risks and identifying new opportunities in respect of the Group’s CSR priorities.

•

Taking the CSR impact into account in terms of capital expenditure, economic performance and image.

•

Reviewing reporting, assessment and internal control procedures and systems to make it possible to produce stable and relevant non-financial
information.

•

Verifying the annual CSR report and, in general, any CSR information required under applicable laws.

•

Carrying out an annual review of the overall non-financial ratings given to the Company and its subsidiaries by non-financial rating agencies.

•

Keeping informed of the CSR-related complaints received within the framework of the employee whistleblowing procedure and examining
those which come under its remit.

WORK OF THE CSR COMMITTEE IN FY22•

Monitoring of initiatives and/or commitments undertaken by the Group in terms of CSR and/or projects in this area: analysis of feedback fromrating agencies where appropriate.

•

Examining, analyzing and proposing non-financial performance indicators relative to the CSR initiatives implemented (FY22) or to be rolled out(FY23) with respect to the annual variable compensation of the Chairman and CEO and the multi-annual variable compensation (employee
share ownership plans) of all the Company’s executive corporate managing officers and members of the Executive Committee.

•

Monitoring of Group initiatives in terms of:• rate of adherence to the Code of Conduct;• impact on the planet/climate (carbon footprint);• protection policy for players and employees.

• Annual internal self-assessment of the committee‘s work.
(1) The director representing employees is not taken into account, pursuant to the Afep-Medef Code(2) The director representing employees is not taken into account, pursuant to article L. 225-27-1, II of the French commercial code

90

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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

4.1.2.5 Other information
Financial authorizations

A table summarizing the valid delegations granted by the General
Meeting to the Board in the area of capital increases and showing
the use made of these delegations during the financial year
ended March 31, 2022 is provided in 7.2.3.

Rules relating to shareholders’ attendanceat General Meetings

All shareholders have the right to attend General Meetings underlegally prescribed conditions. Information about access,4

participation, and voting at General Meetings can be found inarticles 7 and 14 of the Company’s articles of association and aredetailed in 7.1.1. This information is provided again in the noticeof meeting and the convening notice published by the Company
before any General Meeting.

Information referred to in article L. 22-10-11of the French commercial code

Information concerning the elements likely to have an impact inthe event of a public tender offer or exchange offer is provided, if
appropriate, in 7.1.2.

1

4.2 COMPENSATION OF CORPORATE OFFICERS
This chapter, prepared with the assistance of the NCGC,
presents:
The compensation policy applicable to corporate officers(Chairman and CEO, Deputy CEOs and directors), by virtue of
their corporate office, pursuant to article L. 22-10-8, I of theFrench commercial code (see 4.2.1).
The 2022 General Meeting will be asked to approve thecompensation policy for corporate officers (the “Ex Ante” vote).
To this end, three resolutions will be presented respectively for
the Chairman and CEO, Deputy CEOs and directors. It should be
noted that resolutions of this type are submitted for approval to
the Shareholders’ General Meeting every year under theconditions provided by law.
The report on the compensation paid during the pastfinancial year or granted in respect of this same financial
year required under article L. 22-10-34, I and II and L. 22-10-9, I(the “Ex Post” vote) specifically include:2■ the fixed, variable and exceptional components of the totalcompensation and benefits of any kind paid during or granted
in respect of the same financial year to the executive
corporate managing officers, by separate resolutions for the
Chairman and CEO and for each Deputy CEO (see 4.2.2.2)(the “Individual Ex Post” vote).

3

The standardized tables summarizing the information to be
included in the Universal Registration Document on thecompensation paid or granted to the corporate officers by theCompany and all companies included in the consolidation scope
pursuant to article L. 233-16 of the French commercial code, in
accordance with the Afep-Medef Code and the AMF
recommendations on this subject (the “AMF Table(s)”)(see 4.2.2.1.4).

4

The reports required by articles L. 225-184 and L. 225-197-4 of
the French commercial code on the grant of SOP, AGA and
AGAP (see 4.2.3).

5■ the information indicated in I of article L. 22-10-9 of the Frenchcommercial code (see 4.2.2.1) concerning each corporate
officer, as well as the ratios between the compensation ofeach of the executive corporate managing officers (Chairman
and CEO and Deputy CEOs) and the compensation of
employees within the Group and its change over five financial
years in view of the Group’s performance, which will be
subject to a resolution submitted for approval by the 2022
General Meeting pursuant to article L. 22-10-34 of the Frenchcommercial code (the “Overall Ex Post” vote); and

6
7
8
9

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4.2.1

COMPENSATION POLICY (“EX ANTE” VOTE)

11th, 12th, and 13th resolutions of the 2022 General Meeting

4.2.1.1 GovernanceIn compliance with the principles defining the compensation
policy, the NCGC, exclusively comprising independent directors,
follows a rigorous process for preparing the compensation policy
for corporate officers in order to enable the Board to rule incompliance with the legal and regulatory provisions and the best
governance and market practices.
The NCGC analyzes and proposes the principles and indicators fordetermining, revising and implementing the compensation policy
for corporate officers, as well as the general policy for the grantof SOP or AGA.

The remits, functioning modalities and details of the work of the
NCGC during the previous financial year are described in
4.1.2.4.3. The NCGC also relies on the CSR Committee todetermine the most relevant performance indicators and targets
to be achieved in terms of corporate social responsibility in viewof the Group’s activity and strategy as well as to assess the rateof achievement of these targets, if applicable.
The NCGC, as well as the lead director, ensure that the
expectations expressed by shareholders not represented on the
Board are debated by the Board. In this respect, it is recalled thatthe resolutions relating to the compensation of executive
corporate managing officers were approved, with an averagescore of more than 98%, during the 2021 General Meeting.

SHAREHOLDERDIALOGThe Investor Relations Department and thelead director, assisted by the Human Resources
Department, communicates with the Group’s
shareholders and proxy advisors.

Analysis of the positioningof the corporate officers’ compensationcompared to the market as well as of corporate
executive officers compared to
the Group ’s performance.

Constant efforts are made to improve
communications about the different compensation
principles and to facilitate shareholder information.

Definition of the components and criteria
for the compensation of executive corporate
managing officers: definition of the compensation
structure, the nature and weighting of eachperformance indicator in line with
the Group’s strategy and shareholders’and stakeholders’ interests.

Shareholder and proxy advisor
expectations are taken into consideration,
as far as possible, by the NCGC in its
proposals to the Board of directors.

GOVERNANCE

Assessment of the rate of achievementof the performance indicators.

NCGC ANDCSR COMMITTEEPROCESSES
AND BOARD OF
DIRECTORS’DECISIONSApproval of the compensation policy
by Shareholders’ General Meeting

VOTE BY
SHAREHOLDERS92

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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

4

The table below shows the details of the votes by resolution (“Individual Ex Post” and “Ex Ante” votes) relating to the compensationof the executive corporate managing officers.

Yves GUILLEMOT,
Chairman and CEO

6th

Claude GUILLEMOT,
Deputy CEO

7thMichel GUILLEMOT,
Deputy CEO

8thCompensation“Ex Ante”

FY20

FY21

2020
GeneralMeeting

2021
GeneralMeeting

For

For

ü

ü

98.88%

98.60%

üü

98.89%

98.83%

üü

99.21%

98.83%

Resolutions

Resolutions

Compensation“Individual Ex Post”

11th

9

Christian GUILLEMOT,
Deputy CEO

10th

th

ü

ü

99.21%

98.78%

üü

99.21%

98.83%

FY22

2020
GeneralMeeting

2021
GeneralMeeting

For

For

ü

ü

97.63%

97.52%

1
2

12th
Gérard GUILLEMOT,
Deputy CEO

FY21

ü

ü

99.03%

99.31%

3
4
5

Managing conflicts of interest

In accordance with the provisions of the internal rules of theBoard (see 4.1.2.3.5), the directors work to preserve their
independence of judgment, decision and action under all
circumstances, and endeavor to avoid all conflicts of interest that
may exist between their moral and material interests and thoseof the Company. To minimize the risk of conflicts of interest,
each independent director is required to complete a questionnaire
sent each year by the NCGC and to notify the Board in the eventof a change, as soon as they become aware of any situation inwhich they have or may have a conflict of interest.
The provisions relating to the management of conflicts ofinterest and regulated agreements are presented in the corporate
governance report (see 4.1.2.3.5).

4.2.1.2 Directors’ compensation policy

The Board refers to the provisions of the French commercial codeand the Afep-Medef Code for the directors’ compensation policy.
It is based on the recommendations of the NCGC, which analyzes
the relevant information published by the SBF120 companies
with regard to its own composition and the number of its
committees.

Rules for determining the annual amount

Directors receive compensation for their participation in the workof the Board and its committees.

6

The maximum amount of the compensation package to be
distributed among the directors is voted by the Shareholders’
General Meeting upon the proposal of the Board, in view of therecommendations of the NCGC, taking the corporate interest into
account. This amount remains unchanged until a new decision istaken by the General Meeting.

7

Every year, the NCGC assesses whether the amount of thisbudget is appropriate to the number of meetings of the Boardand its committees, as well as to the number of directors and/or
Board members.

8Overall compensation budget

The General Meeting of September 22, 2017 set the maximum
annual budget that may be allocated to the compensation of
directors at €750,000. It will be proposed to the 2022 General
Meeting to increase this amount to €850,000 until the General
Meeting decides again: this review increases the annual budget
compared to that set in 2017 solely to take into account changes
in the number of directors on the Board of directors and/or
committees. Details of the amount paid in respect of the financial
year ended March 31, 2022 can be found in 4.2.2.1.2.

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Principles for allocating the annual amount

Board of directors

At the proposal of the NCGC, the Board decides on the method
for allocating the overall annual budget allocated by the General
Meeting, based on directors’ effective attendance of Board
meetings and, where applicable, its specialized committees.
The total compensation allocated to each director is capped
whatever the number of Board or Committee meetings.
The compensation policy applicable to directors does not provide
for individual performance indicators. In order to comply with therecommendations of the Afep-Medef Code, the modalities forallocating directors’ compensation were defined by the Board sothat the variable component, related to the directors’ attendance
and participation in committees, is the main component.
A director appointed during the financial year receives the fixedcomponent and variable component due, as described below, as
director or President and/or member of a committee, according tohis/her date of appointment.

The compensation allocated to the directors is divided as follows:■ a fixed component (annual lump sum); and■ a variable component that takes into account the attendanceof the directors at Board meetings, with tiered acquisition.
Directors representing employees and/or the director
representing employee shareholders receive compensation in
respect of their corporate office under the same conditions as theother members of the Board.
Committees
The compensation allocated to directors on a committee(s) shallbe allocated as follows:■ a fixed component (annual lump sum) related to the duties ofPresident of a committee; and■ a variable component that takes into account the attendanceof the directors at meetings of the committee(s), based on apredefined amount per meeting and capped at a predetermined maximum number of meetings.
Lead director
The lead director receives an additional flat-rate compensation in
respect of his/her duties.

Rules for allocating the compensation to directors applicable to date
Board of directors
Fixed

Variable according to attendance (A)Maximum per year and per director: €40 thousand
40% (€16,000/year)

60% (€24,000/year)

50% in September (€8,000)
Compensation for the period from April 1st to September 30th
50% in March (€8,000)
Compensation for the period October 1st to March 31st
Audit Committee
Fixed
President

Variable
Members€15,000€2,500 per
meeting(capped at four
meetings per
financial year)

NCGC
Fixed
President

Variable
Members€10,000€2,500 per
meeting(capped at four
meetings per
financial year)

Other means of compensation

Directors do not receive any other compensation in respect of
their duties.
The Board of directors may allocate exceptional compensation for
assignments or tasks entrusted to its members. In such a case,this compensation is recognized as operating expenses andsubject to the approval of the General Meeting. It is specified for
information that no exceptional assignments were carried out in
respect of the current financial year.

94

If A < 50% - €0
If A ≥ 50% and < 75% - €12,000
If A ≥ 75% - €24,000

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CSR Committee
Fixed
President

Variable
Members€5,000€1,500 per
meeting(capped at four
meetings per
financial year)

Lead director
Lump sum€15,000 per financial year

4.2.1.3 Executive corporate managing
officers’ compensation policy

The Board refers to the provisions of the French commercial codeand to the principles of the Afep-Medef Code for determining thecompensation of executive corporate managing officers. It bases
its discussions on studies by external experts that inform the
NCGC and the Board of directors about best market practices.
The Board ensures that the compensation policy of executive
corporate managing officers is aligned with the corporate
interests of the Group and the interests of the shareholders andstakeholders. The performance conditions selected when setting
the variable (annual and long-term) compensation are aligned with
the Group’s strategy based on measurable, clear and operationaltargets that ensure sustainable and solid value creation.

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Compensation of corporate officers t

4

The compensation policy proposed by the NCGC and approved by the Board is based on the following pillars:

Consistency withthe compensation
policy throughout
the Group

Reflectthe strategic
choices conduciveto the Group’s
growth1

COMPENSATION
PRINCIPLES

Guarantee thecompetitivenessof the overall
compensation

2

Be directly
linked to themedium andlong-term
financialresults3
4

Ensure directalignment with
the interestsof investors

5
Pillar 1

Reflect the strategic
choices conduciveto the Group’s growth

The NCGC ensures that there is a correlation between the compensation structure of
the executive corporate managing officers and the Group’s strategy. Thus, the major
challenges to come are reflected in the performance conditions of the variable
compensation, for which the targets to achieve are in line with the Group’s value
creation objectives.

Pillar 2

Be directly linked
to the medium and longterm financial results

The structure of the total compensation for the executive corporate managing officers is
mainly based on the annual and/or long-term variable components. The payment of thevariable components is subject to achievement of precise, coherent and demanding
performance conditions, in line with the Group’s strategy and focused on long-term
profitable growth by acting in a responsible way towards all stakeholders.

Pillar 3

Ensure direct alignment
with the interestsof investors

In order to align the compensation of the executive corporate managing officers withinvestors’ interests, part of the total compensation is linked to the Ubisoft Share price,
either via a grant of AGA (“Performance shares”) (1) and/or SOP (2), or via multi-annualcompensation indexed to the Ubisoft Share price.

Pillar 4

Guarantee thecompetitivenessof total compensation (3)The NCGC ensures that the total compensation of executive corporate managing
officers is competitive. To assess this competitiveness, compensation studies are
regularly carried out based on a stable and coherent comparison panel.

Pillar 5

Consistency with
the Groupcompensation policy

The NCGC ensures that the compensation policy for executive corporate managing
officers is assessed in a consistent way with the compensation components for Group
employees. In this respect, the NCGC is responsible, on the one hand, for obtaining
information on the general compensation policy for the executive management teams
and, on the other hand, analyzing the equity ratios given the level of compensation of
the Company’s executive corporate managing officers compared to the average andmedian compensation of employees. Thus, the structure and philosophy for the teams’
long-term compensation plans, of which certain elements are presented in 5.4.3.3, theratio of compensation for women and men and the change in the equity ratios presented
in 4.2.2.1.3 are, for example, subject to in-depth discussions.

6
7
8
9

(1) Pursuant to the provisions of articles L.225-197-1 et seq. and L. 22-10-59 et seq. of the French commercial code and subject to approval by the General Meeting(2) Pursuant to the provisions of articles L.225-177 et seq. and L. 22-10-56 et seq. of the French commercial code and subject to approval by the General Meeting(3) Compared to the practices of companies whose characteristics are comparable to those of the Ubisoft Group, while respecting a principle of moderationUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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Executive corporate managing officers receive compensationconsisting of annual fixed compensation as well as long-term
variable compensation and, for the Chairman and CEO, annual
variable compensation.
The payment and/or final grant of annual (Chairman and CEO) andlong-term variable compensation (Chairman and CEO and DeputyCEOs) is subject in full to the achievement of financial and nonfinancial performance conditions, including at least one CSR
performance condition (the “Performance Conditions”). The
related indicators, which are approved by the Board of directors
and are based on the recommendations of the NCGC and/or the
CSR Committee, are systematically constructed to bemeasurable and accompanied by demanding target objectives inline with the Group’s value creation objectives (the “Indicators”).

Annual fixed compensation

The annual fixed compensation reflects the responsibilities,
experience and skills of the executive corporate managing officer.
Its amount is set by the Board when the person is appointed and/or their term of office is renewed and is regularly reassessed toensure that the positioning takes into account changes in themarket, based on compensation studies and the Group’s results.

Annual variable compensation
Chairman and CEO

The annual variable compensation is aligned with the Group’s
performance and is designed to encourage the proper executionof the Business Plan each year. As such, the annual variable
compensation applies only to the Chairman and CEO who,
assisted by the Executive Committee, is in charge of Group
operational management.
The annual variable compensation granted to the Chairman and
CEO is determined in accordance with the principles set out
above and is expressed as a percentage of his fixedcompensation.
The financial Indicators selected are designed to reflect theachievement of the Business Plan each year. The non-financial
Indicators enrich this view and take into account the achievementof the strategic choices required for the growth of Ubisoft group,
including in particular the environmental and/or societal
challenges faced by the Group.
It is specified that, for each Indicator, no annual variable
compensation will be paid in the event that:■ achievement of performance conditions is less than 80% forfinancial Indicators; and■ the minimum threshold is not achieved for non-financial
Indicators.
Furthermore, annual variable compensation is capped at 150% of
fixed compensation, thereby enabling outperformance to becompensated within a defined framework. Annual variable
compensation follows a tiered increase up to the target and thenincreases proportionally between the target and the maximum,
encouraging any performance beyond the target bycompensating it fairly.

Deputy CEOs
The compensation policy applicable to the Deputy CEOs takes
into account the specificities of the Group’s shareholding
structure and their particular role within the G5 (see 4.1.2.2.1)
alongside the Chairman and CEO, and their greater contribution
to strategic thinking and the creation of long-term value. In linewith this role, the Deputy CEOs do not receive any annual
variable compensation.

Long-term variable compensation

Long-term variable compensation, applicable both to the
Chairman and CEO and to Deputy CEOs, ensures sustained andsolid value creation. It is directly aligned with the interests ofshareholders and the achievement of Performance Conditions inline with the Group’s strategic plan.
The long-term variable compensation may consist, where
recommended by the NCGC, in the grant of instruments such as
Performance shares and/or SOP (“Share Plans”) or a payment incash as part of multi-annual variable compensation plans (“Multiannual Compensation”). Irrespective of the mechanism (SharePlan or Multi-annual Compensation), it is linked to stringent
Performance Conditions to be met over a period of several
consecutive financial years or calendar years, it being understoodthat the Multi-annual Compensation is only intended to be put inplace in the event that Share Plans cannot be granted.
The financial and non-financial Indicators used ensure thecorrelation between the value of the long-term variable
compensation and the performance of the Ubisoft Share, while
taking into account the Group’s economic, environmental and/or
societal challenges. It is specified that, for each Indicator, if aminimum threshold is not reached, no long-term variable
compensation will be vested/paid. The vesting/payment of longterm variable compensation follows a tiered increase until thetarget is reached. The achievement of the performance
conditions determining the vesting/payment of long-term variable
compensation is assessed over a period of at least threeconsecutive financial years or calendar years. The performance
conditions assessed over three consecutive financial years or
calendar years allow to directly align the dilution connected to thevesting of the Performance shares and SOP with the value
creation for the shareholder. The Share Plans are definitively
vested after a minimum vesting period of four years (1). Vesting/payment is also conditional upon remaining in office as an
executive corporate managing officer.
Pursuant to articles L. 225-185 and L. 225-197-1 II of the Frenchcommercial code, and in accordance with the provisions of the
Afep-Medef, Code, the Board of directors sets the number of
Shares stemming from the exercise of SOP or the definitive
vesting of AGA that each executive corporate managing officer isrequired to hold in registered form until the expiry of their term ofoffice. This percentage is set by the Board, on therecommendation of the NCGC, when new SOP or AGA plans are
implemented in favor of executive corporate managing officers.
The executive corporate managing officers do not use hedging
instruments for Share Plans.

It is to be noted that, pursuant to article L. 22-10-34, II of theFrench commercial code, the payment of the variable
compensation components in cash will be subject to the result of
the “Individual Ex Post” vote at the General Meeting called toapprove the financial statements for the financial year ended.
The Performance Conditions of the Chairman and CEO’s
annual variable compensation for FY23 are detailed in 4.2.1.4.

(1)

96

For AGA, the vesting date corresponds to the date on which the Shares are delivered, and for SOP it corresponds to the date on which the exercise
rights are opened

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Compensation of corporate officers t

It is to be noted that, pursuant to article L. 22-10-34, II of theFrench commercial code, in the event of Multi-annual
Compensation (in cash), payment will be subject to the result of
the “Individual Ex Post” vote by the General Meeting called toapprove the financial statements for the financial year ending
March 31st following the vesting date.

managing officer(s) and that of the Company in accordance withthe principles of this compensation policy. In accordance with theprovisions of article L. 22-10-8, II, paragraph 1, the Board will
have to assess whether the adjustments so made constitute one
or more significant changes to the compensation policy that mustbe put to a vote at the General Meeting.

The Performance Conditions for the long-term variable
compensation of the Chairman and CEO and Deputy CEOs
for the FY23 grant are detailed in 4.2.1.4.

Where applicable, the use of such an exemption by the Board
would relate exclusively to the components of annual or longterm variable compensation, as defined by the Board of directors
on the recommendations of the committees in accordance withthe compensation policy, and would result in:Compensation that may be granted
in respect of the office as director

The Chairman and CEO and the Deputy CEOs may also be
granted compensation in respect of their offices as directors,
comprising a fixed portion (40%) and a variable portion related toattendance (60%), and/or as member of a committee(see 4.2.1.2).

■ the modification of the thresholds, targets and/or maximum of
the Performance Conditions determining the vesting and/or
payment in cash of variable compensation, both upwards anddownwards, where applicable in accordance with theresolutions relating to the Share Plans voted on by the General
Meeting;

Derogation in exceptional circumstances■ the adaptation of the scope and/or methodology for calculatingan Indicator;

In accordance with the provisions of article L. 22-10-8, III,
paragraph 2, of the French commercial code, in the event of
exceptional circumstances, the Board may, on therecommendation of the NCGC, derogate from the application of
the compensation policy if this exemption is temporary, in
accordance with the corporate interest, and necessary toguarantee the sustainability or viability of the company, provided
that these exceptional circumstances:■ are proven to result from external events that are outside of
the Company’s control and/or decisions;■ may have an impact on predefined Indicators prior to suchcircumstances; and■ if the Company has made every effort to reduce the impacts
on the said Indicators as far as possible, if applicable.
For example, a major event impacting the industry as a whole ora change in accounting method imposed by legislation could leadthe Board to use its discretion in order to temporarily makeadjustments to certain existing components of compensation as
it deems necessary to ensure consistency between theperformance of the compensation of the executive corporate

4

1
2■ the removal of an Indicator that has become unenforceable or
its replacement in the event of an unexpected and suddenchange related to an external event, it being understood thatany new Indicator would be subject to demanding targets
related to the creation of the Group’s value;

3■ the adjustment of the weight of the Indicators maintained in
the event of the removal of an Indicator if the previous point
occurs.

4

Thus, the use of such a derogation shall not allow for an increasein the value of the target and maximum amounts to be paid or
granted.
It is understood that if such a derogation is used by the Board of
directors, the modifications will be duly justified and made public
after the Board meeting that approved them and thesemodifications must preserve the alignment of shareholderinterests with those of the executive corporate managing
officers.

5
6
7
8
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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

4.2.1.4 Chairman and CEO – Application of the compensation policy
for the financial year ending March 31, 2023
Total compensation structure of the Chairman and CEO

40%

TARGET LONG-TERM
VARIABLE COMPENSATION
Performance conditions

60%
financialconditions

40%

60%

20%

Growth in thenumber of Monthly
Active Users (MAU)

20%

ANNUAL FIXEDCOMPENSATION

non-financial
conditions
Respect and qualityof life at work("CSR")

Group Net
Bookings Digital

ND

I TI

ON

ANNUAL FIXEDCOMPENSATIONS30%COMPONENT OF THE COMPENSATION OF
THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Annual fixed compensation
Annual variable compensation
Long-term variable compensation
Compensation granted in respectof the office as director

COMPONENT NOT INCLUDED IN THE COMPENSATION
OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Supplementary pension scheme
Severance payment
Non-compete indemnity
Exceptional compensation

In line with the 5 compensation pillars mentioned abovein 4.2.1.3, as well as the Group’s entrepreneurial culture, its
mission and the goal of developing its position as a market
leader, the Chairman and Chief Executive Officer’s totalcompensation structure relies heavily on variable components,
while maintaining a consistent and competitive level of totalcompensation.

Target positioning and change
in total compensation

It is noted that the NCGC recommended that the Board maintainthe structure of the Chairman and CEO’s total compensation, as
well as the weight of the Indicators inherent in the annual variable
compensation and long-term variable compensation, set inrespect of the financial year ended March 31, 2021 for theduration of the current term of office, excluding any derogations
expressly stipulated in the compensation policy covered in
4.2.1.3, in accordance with article L. 22-10-8, III, paragraph 2 of
the French commercial code.

This panel comprises European (mainly French) companies,
operating in sectors or industries where the economic,
technological and competitive challenges are similar to those of
the Group, as set out below for the study conducted in 2021:

ALTEN

CELLNEX TELECOMCOMPUTACENTERDASSAULT SYSTEMESEDENRED

FLUTTER ENTERTAINMENTILIADINFORMA

IPSOS

JCDECAUX

LOGITECH

METROPOLETV – M6

OCADO

SAGE

SCHIBSTEDTECHNICOLOR

TELE2

TF1

UNITED INTERNETWORLDLINE

The NCGC is aware of the entertainment, media and high-techindustries that make up the panel, as selected by the Human
Resources Department, accompanied by an external partner.
The panel constituted has the following characteristics:■ median sales (€2,407 million for the study carried out in 2021);

98

30%

NS
O

20%

O

C

60%

Non-IFRSGroup EBITVARIABLE
COMPENSATION

CE

Performance conditions
financialconditions

30%

AN

TARGET ANNUAL
VARIABLE COMPENSATION

20%

70%

T TO P E R F O R M

Reductionin carbon intensity("CSR")FORMANCE
C
PER
ON
DI
TI

J EC

20%

80%

O
TT
EC

NO
TS
UB
J
SU
B

Positioning of
Ubisoft TSR
comparedto the TSR of
the NASDAQ
Composite Index

non-financial
conditionsUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

The NCGC ensures that the total compensation of the Chairman
and CEO is competitive. To assess this competitiveness,compensation studies are regularly carried out based on a stable
and coherent comparison panel.

■ median stock market capitalization (€8,164 million for the
study carried out in 2021);■ median headcount (11,726 team members for the study
carried out in 2021).

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CORPORATE GOVERNANCE REPORT
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The comparison panel which serves as a benchmark to establish
the first quartile and the median of the market (respectively the“First Quartile of the Market” and the “Market Median”) is
reassessed during each new compensation study in order to take
into account any changes in the structure and businesses of thecompanies in it, and the change in the Group’s Indicators.
Total compensation aims to be positioned at the Market Median
if the performance conditions set for the annual and long-term
variable compensation are met, with the portion of fixedcompensation remaining below the Market Median. This
positioning for total compensation at the Market Median and inparticular with long-term compensation being the larger element,
is justified by the growth and transformation of the Group overthe last few years that has placed Ubisoft among the industry’s
leaders. During the financial year ended March 31, 2022, theNCGC, following the compensation study, noted the existence ofa negative lag between the Chairman and CEO’s totalcompensation level and the Market Median. While reaffirming theprinciple of competitiveness of the total compensation set out in
4.2.1.3, the Board decided that the total target compensationof the Chairman and Chief Executive Officer would remainunchanged during the financial year ended March 31, 2023.
The Board will reassess the advisability of increasing the
Chairman and CEO’s total compensation in subsequent years,
based on the one hand on compensation studies and on the other
hand on the Group’s results.

Annual fixed compensation

As a result of the decision to maintain the target totalcompensation for the Chairman and CEO, referred above, thefixed compensation for the financial year ended March 31,
2023 corresponds to that approved for the financial year
ended March 31, 2020 and unchanged since then, namely:€584,824.

Annual variable compensation

The target value for annual variable compensation corresponds toaround 30% of the total compensation for the Chairman andCEO, i.e. 100% of fixed compensation with a maximum of 150%of the fixed compensation.

Financial Indicators

Purpose of the Indicator

Calculation method

1

Annual variable compensation is linked to so-called financial andnon-financial Indicators. At the proposal of the CSR Committee
and the NCGC, the theme of the “Respect and quality of life atwork” Indicator is renewed for the financial year ended March 31,
2023. Introduced for the financial year ended March 31, 2022, theobjective of this theme was to assess the deployment of several
measures included in the action plan built in response to thesocial context of summer 2020. For the financial year ended
March 31, 2023, the Board decided to change this Indicator’smeasurement to the results of the employee engagement survey
carried out by the Group each year at the global level with theassistance of an external service provider.
The Indicators selected forMarch 31, 2023 are as follows:

Target as a % of annual
fixed compensation

4

thefinancial

year

2
3

ending4

Non-financial IndicatorGroup EBIT
Non-IFRSGroup Net Bookings
DigitalRespect and quality of life at work (CSR)

60%

20%

20%

These two Indicators provide an additional
indication of the quality of the Group’s
economic and financial management. Non-IFRSGroup EBIT is the benchmark Indicator formeasuring the Group’s financial performance(see 2.6.1).

Ubisoft is a group of talents, and the well-being of
its teams is key to the success of its mission. The
Group works to promote a working environment
where employees feel completely safe to express
themselves, take risks, and fully be themselves atwork.

Net Bookings Digital corresponds to the digitalrevenue from Net Bookings (see 2.6.1) andmeasures the change in the share of therevenue that creates the most value for theGroup.

The purpose of this Indicator is to measure theteams’ well-being through three dimensions
included in the Group’s annual engagement survey
carried out with the assistance of an external
service provider. The three dimensions chosen forthis Indicator are engagement, diversity andinclusion, and respect.

The method consists in comparing the level ofeach of these Indicators, observed at March 31stof the past financial year with the annual target
communicated to the market (the target) at the
beginning of the financial year or, in the absenceof a stated target, against the target set by the
Board in line with the Group’s value creation
objectives.

Engagement, diversity and inclusion, andrespect are associated with one or more questionsin the engagement survey. Progress targets
relative to year N-1 have been defined for each ofthese dimensions, and their result is aggregated in
the form of an average to obtain the Indicator's
overall result.

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6
7
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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

For each Indicator, the payment of the annual variable compensation follows the following framework:
Performance conditions< 1st Threshold

1st Threshold

2nd Threshold

TargetMaximum

FINANCIAL INDICATORS (80%)
Non-IFRS Group EBIT (in € millions)
As % of target for this Indicator
Annual variable compensation
as a % of fixed compensation

to be defined *

< 80%

≥ 80%
< 90%

≥ 90%
< 100%

0%

18%

30%

Annual variable compensation
as a % of fixed compensation)

125%

60%

90%

% of payment defined
proportionallyto be defined *% of payment defined by tierGroup Net Bookings Digital (in € millions)
As % of target for this Indicator

100%

< 80%

≥ 80%
< 90%

≥ 90%
< 100%

0%

6%

10%

100%

125%

20%

30%

% of payment defined
proportionally% of payment defined by tier

NON-FINANCIAL INDICATOR (20%)
Respect and quality of life at work (“CSR”)
Annual variable compensation
as a % of fixed compensation< +2 points≥ +2 points< +2.5 points≥ +2.5 points< +3 points

0%

6%

10%

+3 points+4 points

20%

30%

% of payment defined
proportionally% of payment defined by tier
TOTAL

Annual variable compensation
as a % of fixed compensation
*

0%

50%

100%

150%

The target corresponds to the annual target communicated to the market at the beginning of the financial year or, in the absence of a stated target, to the target
set by the Board in line with the Group’s value creation objectives

Long-term variable compensation

The objective is to grant long-term variable compensation foreach financial year that, in the event the fixed Performance
Conditions are met, could align the total compensation with theMarket Median.
Following the proposal by the NCGC, the value of the annual
grant of long-term variable compensation, estimated at the grant
date (accounting valuation), in the form of Share Plans or Multiannual Compensation, represents around 40% of the totalcompensation of the Chairman and CEO, i.e. 133% of the fixedcompensation.

100

30%

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

The long-term variable compensation is set by the Board on the
proposal of the NCGC as part of and, for the Share Plans, subject
to the resolutions adopted by the Shareholders’ General Meeting.
Thus, it will be submitted to the vote of the shareholders at thenext General Meeting approving the financial statements for thefinancial year ended March 31, 2022 to authorize the Board toproceed with an AGA in favor of executive corporate managing
officers.

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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

4

The following Indicators will be planned in respect of this resolution:
Financial Indicator

Percentage of the
grant in question
Purpose of
the Indicator

Calculation method

Non-financial Indicators

Positioning of Ubisoft TSR
compared to the TSR of the
NASDAQ Composite Index

Growth in the Number of Monthly
Active Users (MAU)

Reduction in carbon intensity
(CSR)

60%

20%

20%

This external financial Indicator
ensures the correlation between
the
value
of
long-termcompensation
and
total
shareholder return (TSR) of the
Ubisoft Share compared to apanel of comparable companies.
The choice of the NASDAQ
Composite Index, consistent withthe practices of our maincompetitors, makes it possible tocompare the performance of
Ubisoft
Shareswithaninternational panel with strong
growth potential and exposed tosimilar technological challenges.
The construction of the objectivein the form of a percentile
mitigates, on the one hand, sharp
fluctuations,
upwardor
downward, in the TSRs of thecompanies that make up the
NASDAQ Composite Index, andon the other hand the effects ofentries and exits of companies
from the index.

The MAU (Monthly Active Users)
correspond to the number of
unique players who have, over thecourse of a month, at least one
gaming activity on any type ofgame published by Ubisoft on
consoles and PCs. One of themain strategic priorities for Ubisoft
is growth in MAU.
The change in the Monthly
Active Users is a benchmark
measurement for the video games
industry that notably assesses
the ability to increase theaudience and involve players
within our experiences, ultimatelyreflected in economic and financial
performance.

Carbon intensity corresponds tothe carbon footprint in metric tonsof CO₂ equivalent (tCO₂eq)
emittedbyeach
full-timeequivalent (FTE) team member. In
recentyears,
theGroup’ssignificant growth has led to anincrease in its carbon footprint,
which is mainly linked to the sizeofits
workforce(travel, IT equipment, electricity
consumption, etc.). By joining the“Playing for the Planet” programat the United Nations 2019
Climate Action Summit, the Groupjoined the movement committed
by the industry to act together
against global warming, an issue
whose criticality has accelerated
withthemultitudeofenvironmental disasters and thegrowing attention of both internaland external stakeholders. This
Indicator thus makes it possible tomeasuretheGroup’sdecarbonization (1) efforts byneutralizing the effect of growth.

The level of achievement for thisIndicator is assessed over a
period of three consecutive years.
Themethodconsists
incomparing the TSR of Ubisoftwith the TSR of the companies in
the NASDAQ Composite Index,
the TSR being calculated between
the grant date and the end of theevaluation period.

The level of achievement for thisIndicator is assessed over a periodof three consecutive financial
years. The change in the numberof MAU is measured using thecompound annual growth rate
between the average MAU during
the financial year preceding theyear of grant and the average
MAU during the last financial yearof the evaluation period.

1
2
3
4
5

The level of achievement for thisIndicator is assessed over a periodof three consecutive financial
years. The carbon intensity is
calculated each year on the basisof the carbon footprint recorded
over the calendar year and thenumber of employees present at
December 31st. The method
consists of comparing, using anequivalentmethodology,
thecarbon intensity of the year
preceding the year of grant (2) withthe carbon intensity observed
three years later.

67(1) Decarbonization includes direct efforts to reduce the emissions generated by Ubisoft (scopes 1, 2, 3-upstream: see 5.6.1) and excludes compensation generated
by financing responsible projects(2) The calculation basis for 12/31/24 corresponds to the year 2019, as 2020 and 2021 are not representative of Ubisoft’s emissions due to the context of theCovid-19 crisis

8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

For each Indicator, the vesting/payment of long-term variable compensation will be by tier according to the following framework:< 50th percentile≥ 50th and≤ 60th percentile> 60th percentile

0% of granton this Indicator

50% of granton this Indicator

100% of granton this Indicator< 80%of the target≥ 80% and < 90%of the target≥ 90% and < 100%of the target

Target notcommunicated *0% of granton this Indicator

30% of granton this Indicator

50% of granton this Indicator

100% of granton this Indicator

Positioning of Ubisoft TSR compared to the TSRof the NASDAQ Composite Index (60%)

Growth in the Numberof Monthly Active Users(MAU) (20%)*

The details of the expected, set and precisely defined level of achievement cannot be disclosed without revealing confidential information about the Group ’s
strategy. It is recalled that the target objective is demanding and in line with the Group's value creation objectives

Reduction in carbon
intensity (20%)*> -8.6%≤ -8.6% and > -9.7%≤ -9.7% and > -10.8%≤ -10.8% *0% of granton this Indicator

30% of granton this Indicator

50% of granton this Indicator

100% of granton this Indicator

The target was defined in line with Ubisoft’s commitments under the 2030 carbon neutrality plan

In accordance with the compensation policy for executive
corporate managing officers set out in 4.2.1.3, you are remindedthat the achievement of the performance conditions determining
the vesting/payment of long-term variable compensation isassessed over a minimum period of three consecutive financial
years or calendar years. The Share Plans are definitively vested
after a minimum vesting period of four years (2). Vesting/payment
is also conditional upon remaining in office as an executive
corporate managing officer.

Compensation granted in respectof the office as director

The Chairman and CEO receives compensation for his duties as adirector consisting of a fixed portion (40%) and a variable portion(60%) based on his attendance at Board meetings. For the

(2)

102

financial year ending March 31, 2023, the amount of thiscompensation will reach €40,000 if the attendance rate at Boardof directors’ meetings is achieved (see 4.2.1.2).

Other components of compensation

The Chairman and CEO receives no other compensation for his
office:■ supplementary pension scheme;■ severance payment;■ non-compete indemnity;■ exceptional compensation.

For AGA, the vesting date corresponds to the date on which the Shares are delivered, and for SOP it corresponds to the date on which the exercise rights are
openedUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

4

4.2.1.5 Deputy CEOs – Application of the Compensation policy
for the financial year ending March 31, 2023
Total compensation structure for the Deputy CEOs

TARGET
LONG-TERMRÉMUNÉRATIONVARIABLE
VARIABLE
COMPENSATIONLONGTERME CIBLE

50
%%
50

NOS
TASN
USBJCO
ECND
T ITI
T O

RMANCERFO
PE
NCE COND
RMA
ITIO
DE
N ERFO
NSP

50
50% % 50
50% %

DE
NS
IO N
S O U S C O N DIT M A
ORJ E C T TO P E R F

6060% % 20%20 %in the duPositioning of du Growth
Croissance
Positionnementof Monthly
Ubisoft
TSR par number
NombreMensuelTSR
Ubisoft
ActiveUsers(MAU)
comparedde Joueurs
Actifsrapport aux TSR
to the
TSR
of
(MAU)
des
sociétésthe NASDAQ
du NASDAQ 20%
Composite
Index
20 %
Composite
Index Reduction
in carbon
intensity
Réductionde("CSR")
l’intensité carbone(« RSE »)

SUB

6060
% % 4040% %financialdeconditions non-financial
de conditions
conditions
financières conditions
extra-financièresO

Performance
Conditionsconditions
de performance

50
50% %

ANNUALFIXEDRÉMUNÉRATIONCOMPENSATIONFIXE ANNUELLEFIXEDVARIABLE
ANNUALRÉMUNÉRATIONRÉMUNÉRATIONCOMPENSATIONVARIABLE COMPENSATIONFIXE ANNUELLE

C

2

E PE
CO R
FO
ND
ITRIO
MNA N
S CE

3

COMPONENTOF THECOMPOSANTCOMPENSATIONÉLÉMENTSLA RÉMUNÉRATION
OF THE DEPUTY
CHIEF EXECUTIVEOFFICERSDES DIRECTEURSGÉNÉRAUXDÉLÉGUÉSCOMPONENTNOT INCLUDEDIN THECOMPENSATIONÉLÉMENTSNON INCLUSDANSLA RÉMUNÉRATION
OF THE DEPUTY
CHIEF EXECUTIVEOFFICERSDES DIRECTEURSGÉNÉRAUXDÉLÉGUÉS

Annual fixedcompensation
Rémunération
fixe annuelle
Long-term
variable compensation
Rémunération
variable long terme
Compensation
grantedallouéein respect
Rémunération
au titre du mandatd’administrateurof the office
as director

In line with the five compensation pillars mentioned in 4.2.1.3 andthe objectives of the compensation policy, the Board, upon the
proposal of the NCGC, defined the structure of compensation for
the Deputy CEOs, notably by ensuring the consistency of thispolicy with the principles listed in the Afep-Medef Code, thecoherence of the total compensation with that of the Chairman
and CEO, and its overall competitiveness.

Annual fixed compensation

The fixed compensation of Deputy CEOs is determined taking
into account their responsibilities and experience in the role andin the Company’s area of business, as well as their years ofservice in the Group.
The NCGC, while remaining attentive to guaranteeing thecompetitiveness of total compensation over the long-term,
proposed to maintain the fixed compensation of the Deputy
CEOs in respect of the financial year ending March 31, 2023 at
the level of that approved for the financial year ended
March 31, 2019, i.e.: €65,621.

Long-term variable compensation

1

Following the proposal by the NCGC, the value of the annual
grant of long-term variable compensation, estimated at the grant
date (accounting valuation) in the form of Share Plans or Multiannual Compensation, represents around 50% of the totalcompensation of the Deputy CEOs, i.e. 100% of their fixedcompensation.

Annual variable
compensation
Rémunération
variable annuelle
Supplementary
schemeRégimepension
de retraite
supplémentaire
Severance
paymentde départ
Indemnité
Non-compete
indemnity
Indemnité
de non-concurrence
Exceptional
compensation
Rémunération
exceptionnelle

4

The long-term variable compensation policy applies under thesame terms and conditions as that applicable to the Chairman
and CEO indicated above (see 4.2.1.4), it being specified that in
the case of Share Plans, a single resolution is submitted forapproval by the General Meeting for all executive corporate
managing officers.

56Compensation granted in respectof the office as director

The Deputy CEOs receive compensation for their duties as
directors consisting of a fixed portion (40%) and a variable portion(60%) based on their attendance at Board meetings. For thefinancial year ending March 31, 2023, the amount of thiscompensation will reach €40,000 if the attendance rate at Boardof directors’ meetings is achieved (see 4.2.1.2).

7

In addition, the Deputy CEOs may receive compensation as
described in 4.2.1.2 as member of the Board committees.

8

Other components of compensation

The Deputy CEOs do not receive any other compensation for
their office:■ annual variable compensation;

9■ supplementary pension scheme;■ severance payment;■ non-compete indemnity;■ exceptional compensation.

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

4.2.2 COMPONENTS OF THE COMPENSATION PAID TO CORPORATEOFFICERS DURING OR GRANTED IN RESPECT OF THE FINANCIAL YEARENDED MARCH 31, 2022 (“EX POST” VOTE)
5th, 6th, 7th, 8th, 9th and 10th resolutions of the 2022 General Meeting

4.2.2.1 “Ex Post” report(“overall Ex Post” vote)

All of the components of compensation paid or granted in respectof the office as executive corporate managing officer arepresented in the AMF Tables in 4.2.2.1.4.

5th resolution of the 2022 General Meeting

After review, the Board determined the achievement rates for the
Indicators relating to the annual variable compensation of the
Chairman and CEO and the long-term variable compensation of
the executive corporate managing officers (Chairman and CEO
and Deputy CEOs) as follows:

4.2.2.1.1 Total compensation and benefitsof any kind paid or granted in respectof the office as executive corporate
managing officer (FY22)

The Board, on the recommendation of the NCGC, did not makeany substantial changes to the compensation policy for executive
corporate managing officers, approved by the 2021 General
Meeting, pursuant to the provisions of article L. 22-10-8, II of theFrench commercial code.

Annual variable compensation granted to the
Chairman and CEO in respect of the financial
year ended March 31, 2022
The Board meeting of May 11, 2022 noted the achievement of
the performance conditions giving rise to the payment of thetarget annual variable compensation granted in respect of thefinancial year ended March 31, 2022 to the Chairman and CEO
subject to the “Individual Ex Post” vote by the 2022 General
Meeting.

ACHIEVEMENT OF PERFORMANCE CONDITIONS FOR THE ANNUAL VARIABLE COMPENSATION GRANTEDTO THE CHAIRMAN AND CEO IN RESPECT OF THE FINANCIAL YEAR ENDED MARCH 31, 2022
Performance conditions< 1st Threshold

1st Threshold

2nd Threshold

TargetMaximumAchievementof objectives

FINANCIAL INDICATORS (80%)
Non-IFRS Group EBIT(in € millions)< 400≥ 400 – < 450≥ 450 – < 500

500

625

407.6

As % of target
for this Indicator< 80%≥ 80% – < 90%≥ 90% – < 100%

100%

125%

81.5%

0%

18%

30%

60%

90%

18%

Annual variable
compensation as a %of fixed compensation% of payment defined
proportionally% of payment defined by tierGroup Net Bookings
Digital (in € millions)< 1,519 ≥ 1,519 – < 1,709≥ 1,709 – < 1,899

1,899

2,374

1,665.8

As % of target
for this Indicator< 80%≥ 80% – < 90%≥ 90% – < 100%

100%

125%

87.7%

0%

6%

10%

20%

30%

6%

Annual variable
compensation as a %of fixed compensation% of payment defined
proportionally% of payment defined by tier

NON-FINANCIAL INDICATOR (20%)
Respect and qualityof life at work (“CSR”)
Annual variable
compensation as a %of fixed compensation< 70%≥ 70% – < 80%≥ 80% – < 85%

85%

100%

98.7 %

0%

6%

10 %

20 %

30 %

29.1% *

150 %

53.1 %% of payment defined
proportionally% of payment defined by tier
TOTAL

Annual variable
compensation as a %of fixed compensation
*

104

0%

30 %

29.1% corresponds to: 20% + (98.7% - 85%) * (30% - 20%) / (100% - 85%)

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

50 %

100 %

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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

The Board meeting of May 11, 2022 noted the achievement of
the 1st threshold for non-IFRS Group EBIT and Group Net
Bookings Digital objectives, entitling the holder to 30% of theannual variable compensation linked to each of these Indicators,
i.e. respectively 18% and 6% of annual fixed compensation.
Furthermore, with regard to the “Respect and quality of life atwork” Indicator, the objective of which was to assess the
deployment of several systems included in the action plan built in
response to the social context of summer 2020, brought together
3 major areas: providing teams with the means to express
themselves, training managers and employees in “respect atwork” and evaluating team member on the exemplarity of their
behavior; the Board noted in particular for the financial year ended
March 31, 2022:■ the deployment of an employee engagement survey carriedout by the Group each year at the global level with theassistance of an external service provider;■ the completion of several training programs on the theme ofrespect in the workplace for employees, managers, andexecutives;■ the inclusion of a new attribute on exemplarity at work in theGroup’s performance management system.
Based on the predefined quantifiable targets for each area, theoverall level of achievement for the “Respect and quality of life atwork” Indicator is 98.7%, entitling the holder to receive 145.6%of the annual variable compensation related to this Indicator, i.e.
29.1% of the annual fixed compensation.
Consequently, the achievement of non-IFRS Group EBIT,Group Net Bookings Digital and Respect and quality of life atwork (CSR) targets entitles the holder to annual variable
compensation equal to 53.1% of the annual fixedcompensation, i.e. €310,607.

4Long-term variable compensation granted to the
Chairman and CEO and Deputy CEOs in respectof the financial year ended March 31, 2022
In accordance with the principles and criteria for determining,
distributing and granting the components of compensation
submitted to the shareholders’ vote at the 2021 General Meeting,on December 7, 2021, on the proposal of the NCGC, the Board
granted 20,263 AGA to the Chairman and CEO (IFRS valuation:€695,629) and 1,705 AGA to each Deputy CEO (IFRS valuation:€58,532) as part of the 27th resolution of the 2021 General
Meeting. Details of this grant are presented in AMF Table no. 6 in
4.2.2.1.4.

1

The vesting of AGA is conditional:(i)for 60%, on the total shareholder return of Ubisoft Shares(the “Ubisoft TSR”) compared with the TSRs of thecompanies in the NASDAQ Composite Index, TSRs being
calculated over a three-year period from the grant date, i.e.
from December 7, 2021 to December 6, 2024;

2(ii) for 20%, on Growth in the Number of Monthly Active Users(MAU), measured by the compound annual growth rate
between the average MAU in the financial year ended March
31, 2021 and the average MAU in the financial year ending
March 31, 2024;

3(iii) for 20%, on the basis of a “CSR” performance condition(reduction in carbon intensity) calculated by comparing, using
an equivalent methodology, the carbon intensity measured
in 2023 with the carbon intensity measured in 2019.

4

For each Indicator, the vesting of the AGA will be by tieraccording to the following framework:5

At the same Board meeting, the Chairman and CEO indicatedthat he would waive payment of his annual variable
compensation in the proportions referred to above, and theBoard took due note of this decision.
< 50th percentile≥ 50th and ≤ 60th
percentile> 60th percentile

0% of granton this Indicator

50% of granton this Indicator

100% of granton this Indicator< 80%of the target≥ 80% and < 90%of the target≥ 90% and < 100%of the target

Target notcommunicated *0% of granton this Indicator

30% of granton this Indicator

50% of granton this Indicator

100% of granton this Indicator

Positioning of Ubisoft TSR compared to the TSRof the NASDAQ Composite Index (60%)

Growth in the Numberof Monthly Active Users(MAU) (20%)*> -7.0%≤ -7.0% and > 7.9%

≤ -7.9% and > -8.8%≤ -8.8% *0% of granton this Indicator

30% of granton this Indicator

50% of granton this Indicator

100% of granton this Indicator

89The target was defined in line with Ubisoft’s commitments under the 2030 carbon neutrality plan

The level of achievement of these Indicators is assessed over a
period of three consecutive financial years or calendar years
conditioning the vesting of the long-term compensation. The AGA
plan will vest definitively after a vesting period of four years (1).

(1)

7The details of the expected, set and precisely defined level of achievement cannot be disclosed without revealing confidential information about the Group ’s
strategy. It is recalled that the target objective is demanding and in line with the Group’s value creation objectives

Reduction in carbon
intensity (20%)*

6

Vesting will also be conditional upon remaining in office as an
executive corporate managing officer. The Group undertakes tocommunicate the level of achievement of the performance
conditions in the Universal Registration Document published in
respect of the financial year in which the vesting of the rights
occurs.

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Long-term variable compensation (Share Plan)
definitively vested during the financial year
ended March 31, 2022

December 16, 2021, of 11,334 ordinary shares (versus 11,820
ordinary shares if the maximum ratio (30 ordinary shares for
1 AGAP) provided for in the plan is applied).

For information purposes, the Share Plans that expire in FY22 arelisted below.

SOP Plan of December 17, 2018 in favor of the Chairman and
CEO (41,607 SOP) and Deputy CEOs (3,606 SOP each): theBoard of directors meeting of February 23, 2022, following
information provided by the NCGC, noted that none of theperformance conditions were met and that this plan therefore did
not give rise to the exercise of any rights:

AGAP Plan of December 14, 2016 (see 4.2.3.3): the 394 AGAP
granted to the Chairman and CEO, definitively vested on
December 16, 2019 in view of compliance with the associatedperformance conditions, resulted in a conversion ratio of 28.766
ordinary shares for 1 AGAP and subsequent delivery, on< Threshold 1

Threshold 1

Threshold 2

TargetLevel ofachievement< 80%≥ 80% and < 90%≥ 90% and < 100%

≥ 100%

67%

0% of granton this Indicator

30% of granton this Indicator

50% of granton this Indicator

100% of granton this Indicator

0% of granton this Indicator< Threshold

ThresholdTargetLevel ofachievement

Positioning of Ubisoft TSR comparedto the TSR of the NASDAQ Composite
Index (50%)< 50th percentile≥ 50th and ≤60th percentile> 60th percentile< 50th percentileLong-term variable compensation
as a % of the definitive grant

0% of granton this Indicator

50% of granton this Indicator

100% of granton this Indicator

0% of granton this Indicator

Average non-IFRSGroup EBIT (50%)
Long-term variable
compensation as a %of the definitive grant

Exercise of SOP carried out by executive corporate managing
officers as well as the AGAP converted into ordinary shares
during the financial year ended March 31, 2022 are presented in
AMF Tables nos. 5 and 7 in 4.2.2.1.4.

A history of the Share Plans for executive corporate managing
officers is presented in section 4.2.3.3.

4.2.2.1.2 Total compensation and benefits of any kind paid or granted
in respect of the office as director (FY22)

The compensation granted to directors for their participation in the work of the Board and its committees in respect of the financial year
ended is summarized in the table below:
Board of directors

Audit Committee (1)NCGC (2)

CSR Committee (3)Leaddirector

Fixed

VariableFixed

VariableFixed

VariableFixed

Variable

Flatrate (4)Total

Yves Guillemot€16,000€24,000

—

—

—

—

—

—

—

€40,000

Claude Guillemot€16,000€24,000

—

—

—

—

—

—

—

€40,000

Michel Guillemot€16,000€24,000

—

—

—

—

—

—

—

€40,000

Gérard Guillemot€16,000€24,000

—

—

—

—

—

€6,000—€46,000

Christian Guillemot€16,000€24,000

—

—

—

—

—

—

—

€40,000

Didier Crespel€16,000€24,000—€10,000

—

—

—

—

€15,000€65,000

Laurence HubertMoy€16,000€24,000—€10,000€10,000€10,000———€70,000

Florence Naviner€16,000€24,000€15,000€10,000

—

—

—

—

—

€65,000

Corinne FernandezHandelsman€16,000€24,000———€10,000€5,000€6,000—€61,000

Belén EssiouxTrujillo€16,000€24,000———€7,500———€47,500

John Parkes€16,000€24,000

—

—

—

—

—

—

—

€40,000

Lionel Bouchet€16,000€24,000

—

—

—

—

—

€6,000—€46,000

Anne Wübbenhorst€16,000€24,000

—

—

—

—

—

—

—

€40,000€640,500(1) 6 meetings in FY22(2) 5 meetings in FY22(3) 4 meetings in FY22(4) Lead director: flat rate for the financial year

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Compensation of corporate officers t

4.2.2.1.3 Internal comparison components/
equity ratio

Pursuant to article L. 22-10-9, I-6° and 7°, of the Frenchcommercial code, and although the Company does not have any
employees, the Board of directors decided to refer to theguidelines on equity ratios established by the Afep to determine
the ratios between the level of compensation of each of its
executive corporate managing officers on the one hand, and theaverage and median compensation on a full-time equivalent basisof employees other than the executive corporate managing
officers on the other, notwithstanding any legal obligations
incumbent on it.
In order to prepare a stable, consistent model, which does notdepend on changes in the workforce in countries where levels ofcompensation are not comparable, the selected scope targets allteam members that work and benefit from an employment
contract with one of the Group’s subsidiaries in France,
representing more than 20% of the Group’s workforce. In
accordance with the Afep recommendations, only team membersin the scope that are continuously present over two financial
years are retained for the calculation, which reinforces theconsistency and comparability of the scope over time. This
representative scope includes around 2,600 team members
whose functions cover the Group’s entire value chain.

4

In the numerator and denominator are found the compensation
and benefits of any kind paid or granted during the financial year,
according to the information that appears to be the most relevant
for the Company.
Compensation is taken into account on a gross full-time
equivalent basis and includes the companies included in the
consolidation scope within the meaning of article L. 233-16 of theFrench commercial code according to the following list:■ the fixed component;■ the variable component paid during financial year N;■ the exceptional compensation paid during financial year N;

1■ the compensation paid during year N in respect of the office
as director and, where applicable, the President/member of acommittee;■ the long-term variable component: Share Plans, other longterm variable compensation instruments and multi-annual
variable compensation granted during financial year N, thecomponents granted being valued at their IFRS fair value;

2■ the benefits in kind received during financial year N.

3

Comparative change over the last five financial years
ANNUAL CHANGE, BETWEEN TWO CONSECUTIVE FINANCIAL YEARS, IN UBISOFT’S PERFORMANCE,TOTAL COMPENSATION OF EXECUTIVE CORPORATE MANAGING OFFICERS AND AVERAGE COMPENSATIONOF EMPLOYEES ON A FULL-TIME EQUIVALENT BASIS
2017-20182018-20192019-2020

2020-2021

2021-2022

Non-IFRS Net Bookings

+19%

+17%

-24%

+46%

-5%

Non-IFRS EBIT

+26%

+49%

-92%

+1,284%

-14%

-10%

+14%

-3%

-8% (2)

+9%

(2)

+19%

0%

-4%

4

UBISOFT’S PERFORMANCE

5

EMPLOYEE COMPENSATION (1)Average compensation

6

TOTAL COMPENSATION OF EXECUTIVE CORPORATE MANAGING OFFICERS (1)Yves Guillemot – Chairman and CEO

+77%

+21%

+1%

Claude Guillemot – Deputy CEO

+8%

+4%

0%

-27%

Michel Guillemot – Deputy CEO

+45%

+4%

0%

0%

-4%

Gérard Guillemot – Deputy CEO

-1%

0%

+6%

-4%

-2%

Christian Guillemot – Deputy CEO

+8%

+4%

0%

0%

-4%

7

(1) It should be noted that in certain years, the Group did not have the opportunity of granting long-term variable compensation to the teams and/or executive
corporate managing officers, which accounts for a large portion of the variations noted. To a lesser extent, the growth in the scope through increased recruitmentof young talents over the last few years has also had an impact on these variations(2) Due to the financial results for the financial year ended 03/31/20, the amount of employee savings and/or annual variable compensation paid to employees and the
Chairman and CEO during the financial year ended 03/31/21 were significantly below the amounts paid in the previous financial year

It should be noted that between the financial year ended
March 31, 2017 and the financial year ended March 31, 2020, inline with the compensation principles set out in 4.2.1.3 and inview of the Group’s growth and transformation over the past few
years, the Group has made adjustments to the total target

8

compensation of the Chairman and CEO in order to position it at
the Market Median, particularly through higher long-term variable
compensation.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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ANNUAL CHANGE, BETWEEN TWO CONSECUTIVE FINANCIAL YEARS, IN THE RATIOS BETWEEN THE TOTALCOMPENSATION OF EXECUTIVE CORPORATE MANAGING OFFICERS AND AVERAGE AND MEDIANCOMPENSATION OF EMPLOYEES ON A FULL-TIME EQUIVALENT BASIS
2017-20182018-20192019-2020

2020-2021

2021-2022

Yves Guillemot – Chairman and CEO
24

26

27

21

23

Change in the ratio (in %) compared to the previous financial
year
Ratio compared to median employee compensation

+100%

+8%

+4%

-22%

+10%

30

35

35

27

30

Change in the ratio (in%) compared to the previous financial year

+76%

+17%

0%

-23%

+11%

Ratio compared to average employee compensation

Claude Guillemot – Deputy CEO
2

2

2

2

2

Change in the ratio (in %) compared to the previous financial
year
Ratio compared to median employee compensation

0%

0%

0%

0%

0%

3

3

3

3

3

Change in the ratio (in %) compared to the previous financial
year
Michel Guillemot – Deputy CEO

0%

0%

0%

0%

0%

Ratio compared to average employee compensation

2

2

2

2

2

Change in the ratio (in %) compared to the previous financial
year
Ratio compared to median employee compensation

0%

0%

0%

0%

0%

3

3

3

3

3

Change in the ratio (in %) compared to the previous financial
year
Gérard Guillemot – Deputy CEO *

+50%

0%

0%

0%

0%

Ratio compared to average employee compensation

11

10

11

11

10

Change in the ratio (in %) compared to the previous financial
year compared to median employee compensation
Ratio

+10%

-9%

+10%

0%

-9%

14

14

14

15

13

Change in the ratio (in %) compared to the previous financial
year
Christian Guillemot – Deputy CEO

0%

0%

0%

+7%

-13%

Ratio compared to average employee compensation

2

2

2

2

2

Change in the ratio (in %) compared to the previous financial
year
Ratio compared to median employee compensation

0%

0%

0%

0%

0%

3

3

3

3

3

Change in the ratio (in %) compared to the previous financial
year

0%

0%

0%

0%

0%

Ratio compared to average employee compensation*

Gérard Guillemot receives compensation for his duties as CEO of the cinema and television business

The NCGC, attentive to compliance with the pillars of the compensation policy for executive corporate managing officers and inparticular its Consistency with the Group compensation policy (see 4.2.1.3), considers benchmarks carried out in France as well asinternationally.

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Compensation of corporate officers t

4.2.2.1.4

4Standardized tables summarizing the compensation paid or granted to corporate officers
by the Company and by all companies included in the consolidation scope within themeaning of article L. 233-16 of the French commercial code

As an introduction, it is specified that:■ AMF Tables no. 8 and no. 10 concerning Share Plans still valid
as at March 31, 2022 (for all beneficiaries) are presented in
sections 4.2.3.5 and 4.2.3.6;■ to the extent that the compensation received by the directors
representing employees and the director representing

employee shareholders under their employment contract
within the Ubisoft group is not related to the exercise of theiroffice as director and furthermore, that they do not exercise
executive functions within the Company, it has been agreed
not to disclose them.

Executive corporate managing officers

1

TABLE 1: SUMMARY OF COMPENSATION, STOCK OPTIONS AND/OR SHARES GRANTED
03/31/22
Yves Guillemot, Chairman and CEO

03/31/21

Ubisoft

Other companies

Ubisoft

Other companies€624,824—€1,034,201—

Valuation of multi-annual variable compensation
granted during the financial year (2)

—

—

—

—

Valuation of options granted during the financial year (2)——€774,708—

Compensation granted for the financial year (1)Valuation of performance shares (3) granted
during the financial year (2)€695,629———€1,320,453—€1,808,909—

Ubisoft

Other companies

Ubisoft

Other companies€105,621—€105,621

—

—

—

—

—

—

—

€65,347—€58,532———€164,153—€170,968—

Ubisoft

Other companies

Ubisoft

Other companies€105,621—€105,621—

Valuation of multi-annual variable compensation
granted during the financial year (2)

—

—

—

—

Valuation of options granted during the financial year (2)——€65,347—€58,532———€164,153—€170,968

—

TOTAL

2
3

(1) Details given in Table 2 below, “Summary of compensation”(2) IFRS fair value at the grant date(3) Ubisoft Shares

03/31/22
Claude Guillemot, Deputy CEO

Compensation granted for the financial year (1)Valuation of multi-annual variable compensation
granted during the financial year (2)Valuation of options granted during the financial year
Valuation of performance shares
during the financial year (2)

(3)

(2)

4

03/31/21

5

grantedTOTAL

6(1) Details given in Table 2 below, “Summary of compensation”(2) IFRS fair value at the grant date(3) Ubisoft Shares

03/31/22
Michel Guillemot, Deputy CEO

Compensation granted for the financial year (1)Valuation of performance shares (3) granted
during the financial year (2)TOTAL

03/31/21

78(1) Details given in Table 2 below, “Summary of compensation”(2) IFRS fair value at the grant date(3) Ubisoft Shares

9

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

03/31/22
Gérard Guillemot, Deputy CEO

Compensation granted for the financial year (1)Valuation of multi-annual variable compensation
granted during the financial year (2)Valuation of options granted during the financial year(2)

Valuation of performance shares (3) granted
during the financial year (2)TOTAL

03/31/21

Ubisoft

Other companies

Ubisoft

Other companies€111,621€594,746 (4)€116,621€595,416 (4)

—

—

—

—

—

—

€65,347—€58,532———€170,153€594,746€181,968€595,416(1) Details given in Table 2 below, “Summary of compensation”(2) IFRS fair value at the grant date(3) Ubisoft Shares(4) For his duties as CEO of the cinema and television business (amounts subject to impact of exchange rates)

03/31/22
Christian Guillemot, Deputy CEO

03/31/21

Ubisoft

Other companies

Ubisoft

Other companies€105,621—€105,621—

Valuation of multi-annual variable compensation
granted during the financial year (2)

—

—

—

—

Valuation of options granted during the financial year (2)——€65,347—€58,532———€164,153—€170,968—

Compensation granted for the financial year (1)Valuation of performance shares (3) granted
during the financial year (2)TOTAL(1) Details given in Table 2 below, “Summary of compensation”(2) IFRS fair value at the grant date(3) Ubisoft Shares

TABLE 2: SUMMARY OF COMPENSATION PAID OR GRANTED BY THE ISSUER AND BY ALL COMPANIES(ARTICLE L. 233-16 OF THE FRENCH COMMERCIAL CODE)
03/31/22

03/31/21

Yves Guillemot, Chairman and CEO

Amounts
granted(in euros) ⁽¹⁾

Amounts
paid(in euros) ⁽²⁾

Amounts
granted(in euros) ⁽¹⁾

Amounts
paid(in euros) ⁽²⁾

Gross fixed compensation before tax

584,824

584,824

584,824

584,824

Annual variable compensation

0(3)

409,377

409,377

52,634Multi-annual variable compensation

—

—

—

—

Exceptional compensation

—

—

—

—

16,00016,00016,00016,00024,00024,00024,00024,000————624,824

1,034,201

1,034,201

677,458

Fixed component (4)Compensation granted in
respect of the office as director Variable component (4)Benefits in kind
TOTAL(1) Compensation granted to the executive corporate managing officer for his duties during the financial year, irrespective of the date of payment(2) Compensation paid to the executive corporate managing officer for his duties over the financial year
(3) The Chairman and CEO indicated that he would waive payment of his annual variable compensation (€310,607)(4) 40% fixed and 60% variable

03/31/22

03/31/21

Amounts
granted(in euros) ⁽¹⁾

Amounts
paid(in euros) ⁽²⁾

Amounts
granted(in euros) ⁽¹⁾

Amounts
paid(in euros) ⁽²⁾

65,621

65,621

65,621

65,621

Annual variable compensation

—

—

—

—

Multi-annual variable compensation

—

—

—

—

Exceptional compensation

—

—

—

—

16,00016,00016,00016,00024,00024,00024,00024,000————105,621

105,621

105,621

105,621

Claude Guillemot, Deputy CEO

Gross fixed compensation before tax

Fixed component (3)Compensation granted in
respect of the office as director Variable component (3)Benefits in kind
TOTAL(1) Compensation granted to the executive corporate managing officer for his duties during the financial year, irrespective of the date of payment(2) Compensation paid to the executive corporate managing officer for his duties over the financial year(3) 40% fixed and 60% variable

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03/31/22

Michel Guillemot, Deputy CEO

Gross fixed compensation before tax

03/31/21

Amounts
granted(in euros) ⁽¹⁾

Amounts
paid(in euros) ⁽²⁾

Amounts
granted(in euros) ⁽¹⁾

Amounts
paid(in euros) ⁽²⁾

65,621

65,621

65,621

65,621

Annual variable compensation

—

—

—

—

Multi-annual variable compensation

—

—

—

—

Exceptional compensation

—

—

—

—

16,00016,00016,00016,00024,00024,00024,00024,000

Fixed component (3)Compensation granted in
respect of the office as director Variable component (3)Benefits in kind
TOTAL

4

—

—

—

—

105,621

105,621

105,621

105,6211(1) Compensation granted to the executive corporate managing officer for his duties during the financial year, irrespective of the date of payment(2) Compensation paid to the executive corporate managing officer for his duties over the financial year(3) 40% fixed and 60% variable

03/31/22

2

03/31/21

Gérard Guillemot, Deputy CEO

Amounts
granted(in euros) ⁽¹⁾

Amounts
paid(in euros) ⁽²⁾

Amounts
granted(in euros) ⁽¹⁾

Amounts
paid(in euros) ⁽²⁾

Gross fixed compensation before tax

660,367 (3)660,367 (3)661,037 (3)661,037 (3)Annual variable compensation

—

—

—

—

Multi-annual variable compensation

—

—

—

—

Exceptional compensation

—

—

—

—

16,00016,00021,00021,00030,00030,00030,00030,000————706,367

706,367

712,037

712,037

Compensation granted
Fixed component (4)in respect of the office as
director and President/member
Variable component (4)of a committee
Benefits in kind
TOTAL

3
4
5

(1) Compensation granted to the executive corporate managing officer for his duties during the financial year, irrespective of the date of payment(2) Compensation paid to the executive corporate managing officer for his duties over the financial year(3) Including €594,746 (FY22) and €595,416 (FY21) for his duties as CEO of the cinema and television business (amounts subject to impact of exchange rates)(4) Including 40% fixed and 60% variable components for his term of office as director and a fixed and variable component as President (until 04/06/21)/member of
the CSR Committee (see 4.2.2.1.2)

03/31/22

Christian Guillemot, Deputy CEO

Gross fixed compensation before tax

Amounts
paid(in euros) ⁽²⁾

Amounts
granted(in euros) ⁽¹⁾

Amounts
paid(in euros) ⁽²⁾

65,621

65,621

65,621

65,621

Annual variable compensation

—

—

—

—

Multi-annual variable compensation

—

—

—

—

Exceptional compensation
Compensation granted
in respect of the office
as director
Benefits in kind
TOTAL

6

03/31/21

Amounts
granted(in euros) ⁽¹⁾

—

—

—

—

Fixed component(3)

16,00016,00016,00016,000

Variable component(3)

24,00024,00024,00024,000————105,621

105,621

105,621

105,62178(1) Compensation granted to the executive corporate managing officer for his duties during the financial year, irrespective of the date of payment(2) Compensation paid to the executive corporate managing officer for his duties over the financial year(3) 40% fixed and 60% variableUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

TABLE 4: SHARE PURCHASE OR SUBSCRIPTION OPTIONS GRANTED DURING THE FINANCIAL YEAR TO EACHEXECUTIVE CORPORATE MANAGING OFFICER BY THE ISSUER AND BY ALL GROUP COMPANIESNo SOP were granted to the executive corporate managing officers between April 1, 2021 and March 31, 2022.

TABLE 5: SHARE PURCHASE OR SUBSCRIPTION OPTIONS EXERCISED DURING THE FINANCIAL YEARBY EACH EXECUTIVE CORPORATE MANAGING OFFICER
Options exercised during the financial year between April 1, 2021 and March 31, 2022

Identity of the executive corporate managing officer

Yves Guillemot, Chairman and CEO

Number ofoptions
exercised

Exercise price

—

—

—

Plan no.
Plan date – Expiry date

Claude Guillemot, Deputy CEO

3,674 *

€31.96

no. 33
12/14/16 – 12/13/21

Michel Guillemot, Deputy CEO

3,674 *

€31.96

no. 33
12/14/16 – 12/13/21

Gérard Guillemot, Deputy CEO

3,674 *

€31.96

no. 33
12/14/16 – 12/13/21

Christian Guillemot, Deputy CEO

3,674 *

€31.96

no. 33
12/14/16 – 12/13/21*

5% to be held in registered form until the expiry/termination of duties

The history of the SOP plans for the Company’s executive corporate managing officers is presented in section 4.2.3.3.

TABLE 6: PERFORMANCE SHARES GRANTED DURING THE FINANCIAL YEAR TO EACH EXECUTIVECORPORATE MANAGING OFFICER BY THE ISSUER AND BY ALL GROUP COMPANIESFree ordinary shares (AGA) granted between April 1, 2021 and March 31, 2022

Identity of the executive
corporate managing
officer

Valuation of thesharesaccording to themethodselected for the
consolidated
financialstatements

Number of
instruments
granted during
the financial
year

Vesting date

Availability
date

Yves Guillemot, Chairman
and CEO€40.99/€29.89 (1)20,263 (2)12/08/25

12/08/25

Claude Guillemot, Deputy
CEO€40.99/€29.89 (1)1,705 (2)12/08/25

Michel Guillemot, Deputy
CEO€40.99/€29.89 (1)1,705 (2)12/08/25

Gérard Guillemot, Deputy
CEO€40.99/€29.89 (1)1,705 (2)12/08/25

Christian Guillemot,
Deputy CEO€40.99/€29.89 (1)1,705 (2)12/08/25

1/3: TSR (over three years/
vesting by tier )1/3: Growth in number ofmonthly active users
12/08/25 (MAU) (over three financial
years/vesting by tier)
1/3: “CSR” Indicator
12/08/25(reduction in carbon
intensity (over three
12/08/25 financial years/vesting bytier)

12/08/25(1) €40.99 for shares subject to internal performance conditions and €29.89 for shares subject to external performance conditions(2) 5% to be held in registered form until the expiry/termination of duties112

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Performance
conditions

Date of theplan

12/07/21
12/07/21
12/07/21
12/07/21
12/07/21

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Compensation of corporate officers t

4

TABLE 7: PERFORMANCE SHARES THAT BECAME AVAILABLE DURING THE FINANCIAL YEAR FOR EACHEXECUTIVE CORPORATE MANAGING OFFICER
Preference shares (AGAP) that resulted in conversion between April 1, 2021 and March 31, 2022
Identity of the executive corporate
managing officer

Number of AGAP resulting
in conversion

Date of the plan –Expiry date (4)Number of OS issued
from the conversion of AGAP

Yves Guillemot, Chairman and CEO

394 (1)

12/14/16 - 12/16/21 (2)11,334 (3) (5)Claude Guillemot, Deputy CEO

—

—

—

Michel Guillemot, Deputy CEO

—

—

—

Gérard Guillemot, Deputy CEO

—

—

—

Christian Guillemot, Deputy CEO

—

—

—

1

(1) 1 AGAP may give entitlement to 30 ordinary shares subject to the achievement of share market price conditions, with the application, where appropriate, of a
proportional and linear sliding scale (see 4.2.3.3)(2) Waiver of the conversion period in favor of automatic conversion by an amendment to the plan regulations on 09/18/19(3) 5% to be held in registered form until the expiry/termination of duties(4) Conversion date of AGAP
(5) Exchange rate: 28,766 ordinary shares for 1 AGAP with the right to delivery of 11,334 ordinary shares

2

The history of the AGA or AGAP plans for the Company’s executive corporate managing officers is presented in section 4.2.3.3.

TABLE 11: SUMMARY TABLE OF COMPENSATION AND BENEFITS OWED AS A RESULT OF THE COMPANY’SEXECUTIVE CORPORATE MANAGING OFFICERS LEAVING OFFICE

Total termwith an employment
contract with theCompany
Name

Yes

No

Supplementary
pension scheme
Yes

No

Indemnities orbenefits payable orthat may be payable
due to terminationor change in
responsibilities
Yes

No

3
Compensation
relating to a noncompete clause
Yes

4

No

Yves Guillemot, Chairman and CEO

✓

✓

✓

✓

Claude Guillemot, Deputy CEO

✓

✓

✓

✓

Michel Guillemot, Deputy CEO

✓

✓

✓

✓

Gérard Guillemot, Deputy CEO

✓

✓

✓

✓

Christian Guillemot, Deputy CEO

✓

✓

✓

✓

5
6
7
8
9

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Non-executive corporate officers
TABLE 3: TABLE ON THE COMPENSATION RECEIVED BY NON-EXECUTIVE CORPORATE OFFICERS
03/31/22
Amounts
granted(in euros) (1)

Identity of the non-executive corporate officers

03/31/21
Amounts
paid(in euros) (2)Amounts
granted(in euros) (1)Amounts
paid(in euros) (2)

Didier Crespel
Compensation

Fixed component
Variable component€31,000(3)€34,000(5)

Other compensation
TOTAL€31,000(3)€34,000(5)€31,000(3)€31,000(3)€34,000(5)€34,000

(5)

—

—

—

—

€65,000€65,000€65,000€65,000

Laurence Hubert-Moy
Compensation

Fixed component
Variable component€26,000(4)€44,000(5)

Other compensation
TOTAL€26,000(4)€44,000(5)€26,000(4)€26,000(4)€44,000(5)€44,000

(5)

—

—

—

—

€70,000€70,000€70,000€70,000

Florence Naviner
Compensation

Fixed component
Variable component€31,000(4)€34,000(5)

Other compensation
TOTAL€31,000(4)€34,000(5)€31,000(4)€31,000(4)€34,000(5)€34,000

(5)

—

—

—

—

€65,000€65,000€65,000€65,000

Corinne Fernandez-Handelsman
Compensation

Fixed component
Variable component€21,000€40,000

Other compensation
TOTAL

(5)

€21,000(4)€16,000€40,000(5)€40,000€16,000(5)€40,000

(5)

—

—

—

—

€61,000€61,000€56,000€56,000

Belén Essioux-Trujillo
Compensation

Fixed component
Variable component€16,000€31,500

Other compensation
TOTAL€16,000(6)€31,500(6)€5,333(6)€5,333(6)€3,000(6)€3,000

(6)

—

—

—

—

€47,500€47,500€8,333€8,333

John Parkes
Compensation

Fixed component
Variable component€16,000(6)€24,000(6)(6)€24,000(6)€12,000(6)€12,000€15,000(6)€15,000

(6)
(6)

(7)

(7)

(7)

(7)

€40,000€40,000€27,000€27,000

Other compensation
TOTAL€16,000

Lionel Bouchet
Compensation

Fixed component€16,000

Variable component€30,000€30,000€16,000(5)€30,000€16,000(5)€30,000

(5)

(7)

(7)

(7)

(7)

€46,000€46,000€46,000€46,000

Other compensation
TOTAL€16,000(5)

Anne Wübbenhorst
Compensation

Fixed component
Variable component€16,000(6)€24,000(6)

Other compensation
TOTAL€16,000(6)€24,000(6)€5,333(6)€5,333€3,000(6)€3,000

(6)
(6)

(7)

(7)

(7)

(7)

€40,000€40,000€8,333€8,333(1) Compensation granted to non-executive corporate officers for their duties over the financial year, irrespective of the date of payment(2) All compensation paid to non-executive corporate officers for their duties over the financial year(3) Including flat-rate fee as lead director(4) Including the fixed component as President of a Committee (see 4.2.1.2)(5) Including the variable component as member of a Committee (see 4.2.1.2)(6) Pro rata for the term of office as director and/or member of a committee (see 4.2.1.2)(7) John Parkes, director representing employee shareholders, Lionel Bouchet and Anne Wübbenhorst, directors representing employees, holding employment
contracts within the Ubisoft group, receive compensation unrelated to their terms of office as directors. As a result, this information has not beencommunicated114

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4

4.2.2.2 Individual compensation (“Individual Ex Post” vote)6th, 7th, 8th, 9th and 10th resolutions of the 2022 General Meeting

Pursuant to article L. 22-10-34, II of the French commercial code, a breakdown of the total compensation and benefits of any kind, paid
during or granted in respect of the financial year to the Chairman and CEO and to each Deputy CEO, submitted for a shareholder vote,is set out here below.
Chairman and CEO: Yves Guillemot (6th resolution)
Components of compensation granted or paid for FY22

Annual gross fixed compensation (the “Fixed” compensation)
Amount granted FY22

Amount paid FY22€584,824€584,824

Amount granted FY22
(payment FY23)

Amount paid FY22
(granted FY21)

The achievement of theperformance conditions (see4.2.2.1.1) entitles the individual
to annual variable compensation
equal to 53.1% of the Fixedcompensation, i.e. €310,607,
waived by decision of the
Chairman and CEO.

The achievement of theperformance conditions (see4.2.2.1.1 of the 2021 URD)
entitles the individual to anannual variable compensation
equal to 70% of the Fixedcompensation.

€0€409,377

no payment FY23 – submitted
to approval by the General
Meeting of 07/05/22(6th resolution)

paid FY22 – approval by theGeneral Meeting of 07/01/21(6th resolution)

Compensation in force since April 1, 2019.

1

Annual variable compensation

The target value corresponds to around 30% of the totalcompensation, i.e. 100% of Fixed compensation
with a maximum of 150% of the Fixed compensation.

2
3
4
5

Performance shares (AGA)
Accounting valuation(FY22 grant)€695,629 (20,263 AGA)
The value of the annual grant of long-term variable compensation
corresponds to approximately 40% of the total compensation,or 133% of the Fixed compensation.

6

N/A
Characteristics andperformance conditions
specified in 4.2.2.1.1.

7Gross compensation granted in respect of the office as director
Amount granted FY22

Amount paid FY22€40,000€40,000

Board of directors: €40,000 maximum in total
Fixed: 40%
Variable: 60% prorated according to attendance at Board
meetings during the financial year:■ attendance < 50%: no payment■ attendance ≥ 50% and < 75%: payment of half
■ attendance ≥ 75%: payment of entire amountDeferredvariablecompensation

Annualexceptional
compensation

N/A

N/A

8

Attendance rate at the FY22 Board meetings
referred to in 4.1.2.4.

9

Stock options

Other long-termcompensation(redeemableequitywarrants, etc.)

Benefits in kind

Severance
payment

Non-compete
indemnity

Supplementary
pension scheme

N/A

N/A

N/A

N/A

N/A

N/A

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

Deputy CEOs: Claude, Michel, Gérard and Christian Guillemot (7th, 8th, 9th and 10th resolutions)Components of compensation granted or paid for FY22

Annual gross fixed compensation (the “Fixed” compensation)
Amount granted FY22

Amount paid FY22th

Claude Guillemot (7 )€65,621€65,621

Michel Guillemot (8 )€65,621€65,621€65,621 *€65,621 *€65,621€65,621thCompensation in force since April 1, 2018.

Gérard Guillemot (9 )thChristian Guillemot (10 )thPerformance shares (AGA)
Accounting valuation(FY22 grant)

The value of the annual grant of long-term
variable compensation corresponds
to approximately 50% of the totalcompensation, or 100% of the Fixedcompensation.

Claude Guillemot (7th)€58,532(1,705 AGA)thMichel Guillemot (8 )€58,532(1,705 AGA)

Gérard Guillemot (9 )€58,532(1,705 AGA)

Christian Guillemot (10th)€58,532(1,705 AGA)

th

N/A

Characteristics andperformance conditions
specified in 4.2.2.1.1.

Gross compensation granted in respect of the office as director and/or committee member

Board of directors: €40,000 maximum
Fixed: 40%
Variable: 60% prorated according
to attendance at Board meetings
during the financial year:■ attendance < 50%: no payment■ attendance ≥ 50% and < 75%:
payment of half
■ attendance ≥ 75%: payment
of entire amountAmount granted FY22

Amount paid FY22

Claude Guillemot (7th)€40,000€40,000

Michel Guillemot (8th)€40,000€40,000

Gérard Guillemot (9th)€46,000€46,000

Christian Guillemot (10th)€40,000€40,000

CSR Committee (Gérard Guillemot)
Variable (members): €1,500 per meeting(capped at four meetings per financial year)

AnnualDeferredvariablevariablecompensation compensation

N/A
*

116

N/A

Annualexceptional
compensation

N/A

Attendance rate at FY22 Board meetings (and the CSR
Committee for Gérard Guillemot) referred to in 4.1.2.4.

Stock
options

Other longterm
compensation(redeemableequitywarrants, etc.)

Benefits inkind

Severance
payment

Non-compete
indemnity

Supplementar
y pension
scheme

N/A

N/A

N/A

N/A

N/A

N/A

For his duties as CEO of the cinema and television business, in respect of the financial year ended 03/31/22, Gérard Guillemot received gross annual compensationof €594,746 (subject to impact of exchange rates)UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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4

4.2.3 REPORTS REQUIRED BY ARTICLES L. 225-184 AND L. 225-197-4
OF THE FRENCH COMMERCIAL CODE
4.2.3.1 Principles and rules used for the
grant of share purchase and/or
subscription options or free shares

Long-term incentive plans are a fundamental component of the
Ubisoft business culture and its compensation policy.
They effectively help to:■ foster entrepreneurial spirit, which has always been one of thefundamental reasons for Ubisoft’s performance;■ retain, incentivize, reward and promote the medium and longterm commitment of the Group’s executives, key managers
and talent through their involvement in the Group’s
development and their contribution to its growth;■ boost the competitiveness of the Group’s team member
compensation.

4.2.3.2 Grants during the financial year
ended March 31, 2022

For the financial year ended March 31, 2022, the Board granted
SOP and AGA (see 4.2.3.5 and 4.2.3.6) in favor of employees,
members of the Executive Committee of the Ubisoft group and/or executive corporate managing officers of the Company, underauthorizations in force granted by the General Meeting.

1

As of March 31, 2022, the authorizations in force granted to theBoard by the General Meeting are listed below:

2
Expiry date

Authorization in force at 03/31/22

Share purchase
and/or subscription options

Free share grant

Minimum budget

Duration

Employees/Executive
Committee

1% of the share capitalat the grant date (1)07/02/20

09/01/23

28th

38 months

Employees/Executive
Committee

2% of the share capitalat the grant date (2)07/01/21

08/31/24

26th

38 months

Executive corporate managing
officers

0.1% of the share capitalat the grant date (3)07/01/21

08/31/24

27th

38 months34(1) Joint maximum shared by the 28th and 29th resolutions of the General Meeting of 07/02/20(2) Joint maximum shared by the 26th and 27th resolutions of the General Meeting of 07/01/21(3) Maximum on the 26th resolution of the General Meeting of 07/01/21 replacing the 29th resolution of the General Meeting of 07/02/20

Note that plans are automatically canceled in the event oftermination of employment or corporate office (except in theevent of disability, death). In addition, in the event of a change incontrol of the Company within the meaning of article L. 233-3 ofthe French commercial code, the SOP and AGA plans, with the
exception of those concerning executive corporate managing
officers, immediately cease to be subject to (i) the condition thatthe beneficiaries are Group employees on the date of exercise of
the SOP or transfer of ownership of the Shares and (ii) theachievement of the performance conditions, if applicable.

5

4.2.3.3 Grants during the financial year
ended March 31, 2022 to executive
corporate managing officers

The grants made to executive corporate managing officers of theCompany during the past financial year are summarized in AMF
Tables nos. 4 and 6 in 4.2.2.1.4.

6

The exercise of SOP carried out by the executive corporate
managing officers in respect of the past financial year as well as
the Shares that became available under AGAP plans, following
conversion, in respect of said financial year are presented in AMF
Tables nos. 5 and 7 in 4.2.2.1.4.

7

The history of SOP and/or AGA/AGAP plans in favor of theCompany’s executive corporate managing officers, including the
grants for the past financial year, is set out below.

8
9

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HISTORY OF THE ALLOCATIONS OF SHARE PURCHASE AND/OR SUBSCRIPTION OPTIONSTO EACH EXECUTIVE CORPORATE MANAGING OFFICER BY THE ISSUER AND BY ALL GROUP COMPANIESGeneral Meeting

09/25/06

07/04/07

Board (plan no.)04/26/07 (no. 14)

06/27/08 (no. 17)€17.45 (1) (2)€27.35 (1) (2)Price
Number of executives

5

07/10/09

07/02/10

05/12/09 (no. 19) 04/29/10 (no. 22) (3)

09/22/08

04/27/11 (no. 24)€14.75 (2)55€9.91 (2)5

€6.77 (2)5Initially granted

151,680 (2)139,648 (2)125,392 (2)120,336 (2)111,232 (2) (4)Yves Guillemot, Chairman and CEO

101,120 (2)91,108 (2)80,896 (2)75,840 (2)70,784 (2) (4)12,640(2)

12,135(2)

11,124(2)

11,124(2)

10,112 (2) (4)12,640(2)

12,135(2)

11,124(2)

11,124(2)

10,112 (2) (4)12,640(2)

12,135(2)

11,124(2)

11,124(2)

10,112 (2) (4)12,640(2)

12,135(2)

11,124(2)

11,124(2)

10,112 (2) (4)Claude Guillemot, Deputy CEO
Michel Guillemot, Deputy CEO
Gérard Guillemot, Deputy CEO
Christian Guillemot, Deputy CEO
Exercise

0

0

0

0

Balance at 03/31/22

0

0

0

0

Performance conditions

N/A

N/A

N/A 100%
Internal
conditions(cumulative): sales
and profitability (3)111,232
0100% Internal
conditions(cumulative):sales andprofitability(1) Two-for-one stock split effective 11/14/08(2) Subscription price and number adjusted following the issuance of share subscription warrants on 04/10/12 (articles L. 225-181 and L. 288-99 of the Frenchcommercial code)(3) Plan of 04/29/10 → Board meeting of 07/01/14: acknowledgment of the early expiry due to the failure to meet the cumulative performance conditions of sales andprofitability at 05/15/14(4) Plan of 04/27/11 → Board of directors of 03/09/12: change in the designation of 417,000 options from share subscription options to purchase options(5) Plan of 03/17/14 → Board meeting of 07/01/14: 25% cancelation of the allocation granted to the Chairman and CEO following the recognition of non-compliancewith the collective performance condition by the Compensation Committee on 06/26/14(6) Plan of 12/14/16 → Board meeting of 05/14/20: recognition of 75.97% achievement of the performance condition related to the average non-IFRS Group EBIT over
4 financial years giving rise to the exercise of 3,674 SOP for each Deputy CEO(7) Plan of 12/14/16 → Proportional vesting as follows:• if average non-IFRS Group EBIT < 70% of the target average non-IFRS Group EBIT: acquisition of SOP canceled• if average non-IFRS Group EBIT > 70% and < 100% of the target average non-IFRS Group EBIT: acquisition of SOP proportional to the % achieved• if average non-IFRS Group EBIT > 100% of the target average non-IFRS Group EBIT: acquisition of 100% of the SOP confirmed(8) Plan of 12/17/18 → Board meeting of 02/23/22: recognition of early expiry due to failure to meet performance conditions (9) (10)(9) Acquisition by tier as follows:• < 80% of the average non-IFRS Group EBIT → 0% of the allocation for this Indicator• ≥ 80% and < 90% of the average non-IFRS Group EBIT → 30% of the allocation for this Indicator• ≥ 90% and < 100% of the average non-IFRS Group EBIT → 50% of the allocation for this Indicator• ≥ 100% of the average non-IFRS Group EBIT → 100% of the allocation for this Indicator(10)Acquisition by tier as follows [TSR]:• < 50 th percentile → 0% of the allocation for this Indicator• > 50th and < 60th percentile → 50% of the allocation for this Indicator• > 60th percentile → 100% of the allocation for this Indicator(11)Acquisition by tier as follows [MAU]:• < 80% of the target → 0% of the allocation for this Indicator• ≥ 80% and < 90% of the target → 30% of the allocation for this Indicator• ≥ 90% and < 100% of the target → 50% of the allocation for this Indicator• ≥ 100% of the target → 100% of the allocation for this Indicator(12)Acquisition by tier as follows [CSR]:• < 23% women in the teams → 0% of the allocation for this Indicator• ≥ 23% and < 24% women in the teams → 50% of the allocation for this Indicator• ≥ 24% women in the teams → 100% of the allocation for this Indicator118

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Compensation of corporate officers t

09/24/12

09/23/15

03/17/14 (no. 27)

12/16/15 (no. 31)

06/27/18

06/27/18

07/02/20

12/14/16 (no. 33) 12/17/18 (no. 41) (8)09/23/15

12/12/19 (no. 43)

12/08/20 (no. 47)€77.76€11.92€26.85€31.955€68.59€54.30

5

3

4

5

5

5

100,000

37,50019,344 (6)56,031

67,743

49,10460,000 (5)041,60750,68336,716

10,00012,5004,836 (6)

3,606

4,265

3,097

10,00012,5004,836 (6)

3,606

4,265

3,097

10,00012,5004,836 (6)

3,606

4,265

3,097

0

4,836

(6)

3,606

4,265

3,097

37,50014,696

(6)

0

0

0

10,00085,000(5)0100% Internal
condition (average
Non-IFRS GroupEBIT over four
financial years/%
based on tiers)of which 25%
collective
performance
condition

0100%Internal condition(average Non-IFRSGroup EBIT overfour financial years/% based on tiers)

100%: Internal
condition (average
Non-IFRS GroupEBIT over four
financial years/
proportional
acquisition (7))

0067,743

49,10450%: Internal
50%: Internal
condition (average
condition (average
Non-IFRS Group
Non-IFRS GroupEBIT over three
EBIT over threefinancial years/
financial years/
acquisition acquisition by tier (9))
50%: External
by tier (9))
50%: External condition (TSR overthree years/
condition (TSR overacquisition
three years/
by tier (10))
acquisitionby tier (10))

60%: TSR (overthree years/
acquisitionby tier (10))
20%: Growth innumber of monthly
active users (MAU)(over three financial
years/ acquisitionby tier (11))
20%: “CSR”
Indicator (Increasein the gender
diversity of teams)(over three financial
years/acquisitionby tier (12))

0 (8)

4

1
2
3
4
5
6
7
8
9

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HISTORY OF ALLOCATION OF PERFORMANCE SHARES TO EACH EXECUTIVE CORPORATE MANAGING
OFFICER BY THE ISSUER AND BY ALL GROUP COMPANIESGeneral Meeting

09/23/15

09/23/15

Board

12/16/15

12/14/16

12/07/21

preference shares (1)preference shares (1)ordinary shares

Type of shares
Number of executives

07/01/212

1

51,500 preference shares--------------------------------------convertible to a maximum of
45,000 ordinary shares (1)394 preference shares---------------------------------------convertible to a maximum of
11,820 ordinary shares (1)27,083 ordinary shares

Yves Guillemot, Chairman
and CEO

1,333 preference shares

394 preference shares

20,263 ordinary shares

Claude Guillemot, Deputy
CEO

N/A

N/A

1,705 ordinary shares

Michel Guillemot, Deputy
CEO

N/A

N/A

1,705 ordinary shares

Gérard Guillemot, Deputy
CEO

N/A

N/A

1,705 ordinary shares

167 preference shares

N/A

1,705 ordinary shares

1,500 preference shares (2)converted into
45,000 ordinary shares (3)394 preference shares (2)converted into
11,334 ordinary shares (3) (4)

0

0

0

27,083 ordinary shares

100%: Internal condition
100%: Internal condition(average non-IFRS Group EBIT (average non-IFRS Group EBIT
over three financial years/
over three financial years/
acquisition by tier (6))
acquisition by tier (5))

60%: TSR (over three years/
acquisition by tier (7))
20%: Growth in number of monthly
active users (MAU) (over threefinancial years/ acquisition by tier (8))
20%: “CSR” Indicator (reduction of
the Group's carbon intensity) (overthree financial years/acquisitionby tier (9))

Initially granted

Christian Guillemot, Deputy
CEO
Acquired

Balance at 03/31/22
Performance conditions(1) 1 preference share (“AGAP”) convertible into 30 ordinary shares subject to market conditions at the end of the vesting period• if ↘ in the share price in relation to the floor market price*: the AGAP do not give the right to any ordinary share• if ↗ in the share price up to 50% compared to the floor market price *: each % of ↗ recorded gives entitlement to 0.6 ordinary share• if ↗ in the share price ≥ 50% of the floor market price*: 1 AGAP entitles the holder to 30 ordinary shares* Average price over the 20 trading days preceding the Board of directors’ meeting granting the shares(2) Plan of 12/16/15 → Definitive vesting date of the AGAP on 12/17/18 - Board meeting of 10/30/18: finding that 100% of the performance condition has beenmet (5)
Plan of 12/14/16 → Definitive vesting date of the AGAP on 12/16/19 - Board of 05/15/19: finding that 100% of the performance condition has been met (6)(3) Plan of 12/16/15 → Automatic conversion date 12/17/20 - Conversion ratio: 30 ordinary shares for 1 AGAP/Subsequent cancelation of 1,500 AGAP
Plan of 12/14/16 → Automatic conversion date 12/16/21 - Conversion ratio: 28.766 ordinary shares for 1 AGAP/Subsequent cancelation of 394 AGAP
Plans of 12/16/15 and 12/14/16: 5% of the ordinary shares resulting from automatic conversion to be held in registered form until the expiry of duties(4) Delivery of existing shares (see 7.2.4)(5) Acquisition by tier as follows:• If < 80% of the target → 0% of the allocation for this Indicator• If ≥ 80% and < 90% of the target → 50% of the allocation for this Indicator• If ≥ 90% and < the target → 70% of the allocation for this Indicator• If ≥ the target → 100% of the allocation for this Indicator(6) Proportional vesting as follows:• if EBIT < 70% of the target → 0% of the allocation for this Indicator• if EBIT ≥ 70% of the target and < 100% of the target → allocation proportional to the % achieved• if EBIT ≥ 100% of target → allocation of 100% of approved AGAP
(7) Acquisition by tier as follows [TSR]:• < 50 th percentile → 0% of the allocation for this Indicator• ≥ 50th and ≤ 60th percentile → 50% of the allocation for this Indicator• > 60th percentile → 100% of the allocation for this Indicator(8) Acquisition by tier as follows [MAU]:• < 80% of the target → 0% of the allocation for this Indicator• ≥ 80% and < 90% of the target → 30% of the allocation for this Indicator• ≥ 90% and < 100% of the target → 50% of the allocation for this Indicator• ≥ 100% of the target → 100% of the allocation for this Indicator(9) Acquisition by tier as follows [CSR]:• < 80% of the target → 0% of the allocation for this Indicator• ≥ 80% and < 90% of the target → 30% of the allocation for this Indicator• ≥ 90% and < 100% of the target → 50% of the allocation for this Indicator• ≥ 100% of the target → 100% of the allocation for this Indicator120

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CONTENTS

CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

4

4.2.3.4 AMF Table No. 9: Stock options granted to and exercised by the ten employee
grantees other than corporate officers who received or exercised the largest
number of options
Options granted between April 1, 2021 and March 31, 2022

Complete information for all Group
companies combined

Options granted during the financial year ended
03/31/22 to the 10 employees other thancorporate officers who received the highest
number of options so granted

Averageweighted price

4,009€66.94

Plan no.
Expiry date

no. 4804/06/26

1

Plan no.

2

Options exercised between April 1, 2021 and March 31, 2022
Options exercised during the financial year
ended 03/31/22 by the 10 employees otherthan corporate officers who received thehighest number of options so exercisedComplete information for all Group
companies combined

149,188

Averageweighted price€33.41

Expiry dateno. 32
no. 3406/22/21
03/29/22

3
4
5
6
7
8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

4.2.3.5 AMF Table no. 10: Summary of free share plans valid as of March 31, 2022
General Meeting

06/27/18

06/27/18

06/27/18

06/27/18

06/27/18

06/27/18

06/27/18

07/02/19

Board

06/27/18

09/12/18

10/30/18

12/17/18

02/01/19

05/15/19

07/02/19

09/18/19

Performance conditions(1) (2)

(1)

(1)

(1)

(1)

(1)

(1) (2)(1)

Number of beneficiaries

2,085

13

7

94

34

28

2,288

8

Yves Guillemot, Chairman and CEO

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Claude Guillemot, Deputy CEO

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Michel Guillemot, Deputy CEO

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Gérard Guillemot, Deputy CEO

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Christian Guillemot, Deputy CEO

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Vesting period

4 years

4 years

4 years

4 years

4 years

4 years

4 years

4 years

Vesting date of the shares

06/27/22

09/12/22

10/31/22

12/19/22

02/01/23

05/15/23

07/03/23

09/18/23

Executive corporate managing officers

Retention period

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total number of shares granted initially

606,869

8,631

3,708

77,151

31,791

41,097876,828

5,901

Cumulative number of shares canceled

177,605

3,387

1,675

31,710

5,676

2,517

218,674

918

Balance at 03/31/22

429,264

5,244

2,033

45,441

26,11538,580658,154 (3)4,983(1) 100% subject to individual performance objectives linked to the beneficiary's position(2) For members of the Executive Committee (Plan of 06/27/18: 3 beneficiaries/Plan of 07/02/19: 2 beneficiaries):• 1/3 conditional on the achievement of an average non-IFRS Group EBIT (with acquisition by tier) assessed over 3 financial years• 1/3 conditional on the achievement of a Ubisoft TSR compared to the TSR of the companies in the NASDAQ Composite Index (with acquisition by tier)assessed over 3 years• 1/3 conditional on individual objectives (see (1)) assessed over 4 years(3) Early delivery of 123 ordinary shares to the heirs of a beneficiary pursuant to the provisions of article L. 225-197-3 of the French commercial code
(4) Employees (excluding members of the Executive Committee/excluding executive corporate managing officers)(5) For members of the Executive Committee (Plan of 12/07/21: 2 beneficiaries) and executive corporate managing officers (5 beneficiaries):• 60% conditional on the achievement of a Ubisoft TSR compared to the TSR of the companies in the NASDAQ Composite Index (with acquisition by tier)assessed over 3 years• 20% subject to growth in the number of monthly active users (MAU) (with acquisition by tier) assessed over 3 financial years• 20% conditional on achieving a “CSR” Indicator (reduction of the Group’s carbon intensity) (with acquisition by tier) assessed over 3 financial years

122

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Compensation of corporate officers t

07/02/19

07/02/19

07/02/19

07/02/19

07/02/19

07/02/19

07/02/19

07/02/19

07/01/21

07/01/21

07/01/21

12/12/19

02/13/20

07/01/20

10/29/20

12/08/20

02/10/21

04/07/21

06/30/21

10/28/21

12/07/21

02/23/22

(1)

(1)

(1)

(1)

(1)

(1)

(1)

(1)

(1)

(1) (5)

(1)

4

35

2,576

8

75

3

72

2,756

40

40

24

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

20,263

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

1,705

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

1,705

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

1,705

N/A

N/A

1,705

N/A

(4)

2 years (1/3)
3 years (1/3)
4 years (1/3)

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

4 years

4 years

4 years

4 years

4 years

4 years

4 years

4 years

12/12/23

02/13/24

07/01/24

10/29/24

12/09/24

02/10/25

04/07/25

06/30/25

2 years 2 years (1/3)(1/3) 3 years (1/3)
3 years 4 years (1/3)(1/3) ___________
4 years
4 years(1/3)
10/30/23
12/07/23
10/28/24
12/09/24
10/28/25
12/08/25___________
12/08/25

(4)
(4)

__

4

1
2

(5)

(4)
(4)
(4)

__

02/23/24
02/24/25
02/23/26

3

(5)

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

2,954

32,275966,574

4,088

59,9801,147

66,8181,239,402

60,444

105,996

26,045939

17,894

220,318

2,972

20,0740

16,910127,549

10,131

11,08902,015

14,381

746,256

1,116

39,906

1,147

49,9081,111,853

50,313

94,90726,045

4
5
6
7
8
9

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4

CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

4.2.3.6 AMF Table no. 8: Summary of share purchase and/or subscription option plans
valid as at March 31, 2022
Plan

Plan 35

Plan 36

Plan 38

Plan 39

Plan 40

General Meeting

09/23/15

09/23/15

09/23/15

09/23/15

06/27/18

Board of directors

06/27/17

09/22/17

04/13/18

06/27/18

06/27/18

75

2

2

4

56

418,500

11,00011,50019,579188,454

Yves Guillemot, Chairman and CEO

N/A

N/A

N/A

N/A

N/A

Claude Guillemot, Deputy CEO

N/A

N/A

N/A

N/A

N/A

Michel Guillemot, Deputy CEO

N/A

N/A

N/A

N/A

N/A

Gérard Guillemot, Deputy CEO

N/A

N/A

N/A

N/A

N/A

Christian Guillemot, Deputy CEO

N/A

N/A

N/A

N/A

Number of beneficiaries
Number grantedof which executive corporate managing officers

Opening date
Expiry date
Subscription or purchase price (without discount)Terms and conditions of exercise

N/A
06/27/19

06/27/18

09/22/18

04/13/19

06/27/19

06/26/22

09/21/22

04/12/23

06/26/23

06/26/23€57.26€73.86€94.58€94.5825% per year
from 09/22/18

25% per year
from 04/13/19

25% per year
from 06/27/19

France €50.02
World €51.80
25% per year
from 06/27/18

06/27/22(1) (2)

25% per year from
06/27/19
06/27/22(1) (2)

Number of options exercised between allocationand 03/31/22

201,125

0

0

0

0

Number of options canceled or void since allocation

49,000

3,000

1,500

4,659

52,563

Number of options outstanding at 03/31/22

168,375

8,000

10,00014,920135,891(1) For members of the Executive Committee (Plan 40: 1 beneficiary/Plan 42 and 46: 2 beneficiaries) and executive corporate managing officers (Plans 43 and 47:
5 beneficiaries), the options become exercisable only after the 4th year of the plan(2) Plan 40 (1 member of the Executive Committee)/Plan 42 (2 members of the Executive Committee)/Plan 43 (5 executive corporate managing officers):• 50% of the acquisition contingent upon the achievement of average non-IFRS Group EBIT assessed over 3 financial years, with an acquisition by tier asfollows:– < 80% of the average Group EBIT → 0% of the allocation for this Indicator– ≥ 80% and < 90% of the average Group EBIT → 30% of the allocation for this Indicator– ≥ 90% and < 100% of the average Group EBIT → 50% of the allocation for this Indicator– ≥ 100% → 100% of the allocation for this Indicator• 50% of the acquisition contingent on the positioning of the Ubisoft TSR compared to the TSR of the NASDAQ Composite Index assessed over 3 years, withan acquisition by tier as follows:– < 50 th percentile → 0% of the allocation for this Indicator– > 50th and < 60th percentile → 50% of the allocation for this Indicator– > 60th percentile → 100% of the allocation for this Indicator(3) Plan 46 (2 members of the Executive Committee), 100% of the vesting conditional on:• the positioning of the TSR Ubisoft compared to the TSR of the companies in the NASDAQ Composite Index assessed over 3 years• growth in MAU assessed over 3 financial years• increase in the gender diversity of teams (CSR) assessed over 3 financial years(4) Plan 47 (5 executive corporate managing officers) (see 4.2.2), the vesting is conditional:• for 60%, on the positioning of the Ubisoft TSR compared to the TSR of the NASDAQ Composite Index, assessed over 3 years, with acquisition by tiers as
follows:– < 50th percentile → 0% of the allocation for this Indicator– > 50th and < 60th percentile → 50% of the allocation for this Indicator– > 60th percentile → 100% of the allocation for this Indicator• for 20%, on the basis of the growth in MAU assessed over 3 financial years, with acquisition by tiers as follows:– < 80% of the target → 0% of the allocation for this Indicator– ≥ 80% and < 90% of the target → 30% of the allocation for this Indicator– ≥ 90% and < 100% of the target → 50% of the allocation for this Indicator– ≥ 100% of the target → 100% of the allocation for this Indicator• for 20%, on the increase in the gender diversity of teams (CSR) over 3 financial years, with acquisition by tiers as follows:– < 23% women in the teams → 0% of the allocation for this Indicator– ≥ 23% and < 24% women in the teams → 50% of the allocation for this Indicator– ≥ 24% women in the teams → 100% of the allocation for this Indicator124

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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

Plan 42

Plan 43

Plan 44

Plan 45

Plan 46

Plan 47

Plan 48

06/27/18

06/27/18

06/27/18

06/27/18

07/02/20

07/02/20

07/02/20

07/02/19

12/12/19

02/13/20

07/01/20

07/02/20

12/08/20

04/07/21

62

5

4

62

2

6

1

330,678

67,74321,515

271,62960,821

55,673

4,009

50,683

(2)

N/A

N/A

N/A

36,716

(4)

N/A

N/A

4,265

(2)

N/A

N/A

N/A

3,097

(4)

N/A

N/A

4,265

(2)

N/A

N/A

N/A

3,097

(4)

N/A

N/A

4,265

(2)

N/A

N/A

N/A

3,097

(4)

N/A

N/A

4,265

(2)

N/A

N/A

N/A

3,097

(4)

N/A

(1) (3)12/08/21

N/A

07/02/20
07/02/23(1) (2)07/01/24

12/12/23

12/11/24

France €69.55€54.30World €69.70
25% per year from07/02/20(1) (2)

02/13/21
02/12/25€73.8007/01/21

07/02/24(1) (4)04/07/22

12/07/25

04/06/26€77.76€66.9412/08/24

06/30/25

07/01/25

France €68.45

France €68.59

World €73.40

World €76.50

25% per year from12/08/21(1) (4)25% per year
from 04/07/22

0025% per year
from 02/13/21

25% per year
from 07/01/21

0

0

0

72,3360

14,855

41,115000247,332

67,743

6,660

230,51460,821

55,673

4,009

07/02/23

12/12/23(1) (2)(1) (2)

11,01007/02/24(1) (3)12/08/24
0

4

1
2
3
4
5
6
7
8
9

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5

CONTENTSCORPORATESOCIALRESPONSIBILITYMETHODOLOGY NOTEON EMPLOYEE-RELATED,
5.1
METHODOLOGYENVIRONMENTALNOTEAND
ON
EMPLOYEE-RELATED,SOCIETALREPORTING
ENVIRONMENTAL AND
5.1.1 Indicator framework
SOCIETAL REPORTING

2

5.1

5.1.2
5.1.1
5.1.3
5.1.2
5.1.4
5.1.3

Reporting period
Indicator framework
Scope of reporting
Reporting period
Change in method/conditions
Scopeof reporting
comparedwith the previous
5.1.4 financial
Change inyear
method/conditions
with the irrelevant
previous by the
5.1.5 compared
Indicators deemedfinancial
year
Group andnot subject to a specific5.1.5 Indicators
deemedby thedevelopmentin theirrelevant
DPEF
Group andprinciple
not subject to a specific5.1.6 Reporting
development in the DPEF
5.1.7 Methodological clarification
5.1.6 Reporting
principle
of indicators
5.1.7
Methodological
5.1.8 Methodological clarification
limits of the indicatorsof indicators

5.2
CORPORATE SOCIAL
5.1.8 Methodological limits of the indicators
RESPONSIBILITY GOVERNANCE
5.2
CORPORATE SOCIAL
5.2.1 Corporate social responsibility strategy
RESPONSIBILITY GOVERNANCE
5.2.2
5.2.1
5.2.3
5.2.2
5.2.4
5.2.3
5.2.5
5.2.4

Organization
Corporate social responsibility strategy
Code of Conduct
Organization
Preventing tax evasion
Code of Conduct
Relations with stakeholders
Preventing tax evasion

5.5
128

128

128

128
128
128
128
128
128
128
129
129
129
129
130
131
130
131

132

132

132

135
132
137
135
137
137
137
137

5.3
OFFERING A CUSTOMIZED
5.2.5 Relations with stakeholders
137
GAMING EXPERIENCE
5.3
OFFERING
A CUSTOMIZEDTHAT
ENRICHESPLAYERS’GAMING
EXPERIENCELIVES BEYOND
PURE
THAT
ENRICHES PLAYERS’
ENTERTAINMENT138
LIVES BEYOND PURE
5.3.1 Developing the positive impact of
ENTERTAINMENT
our games beyond pure entertainment 138
138
5.3.1 Developing
positive
impactof
5.3.2
Offering ourthe
playersa safegamingourgames beyond
pure entertainment
environment
for a positive
gaming5.3.2 experience
Offering our players a safe gaming
for a positive
5.3.3 environment
Main risks associatedwith gaming
game useexperience

5.4
ACTING AS A RESPONSIBLE
5.3.3 Main risks associated with game use
EMPLOYER
5.4 ACTING AS A RESPONSIBLE
5.4.1 Attract the best talent
EMPLOYER
5.4.2 Guaranteeing a safe, inclusive
5.4.1 Attract
the bestworking
talent environmentand respectful
5.4.2 Guaranteeing a safe, inclusive
5.4.3 Developing
teams
members'
careers
and respectful
workingenvironmentand skills
5.4.3
teamswithmembers'
careers
5.4.4 Developing
Risks associatedrecruiting
and retaining
skillsandtalents
5.4.4 Risks associated with recruiting
and retaining talents

1

138
139
141
139
141

142

DEVELOPING OUR LOCALANCHORAGE
5.5
DEVELOPING OUR LOCAL
5.5.1 Supporting local economic growth
ANCHORAGE
5.5.2 Supporting causes related
5.5.1 Supporting
local economic growth
to our business5.5.2 Supporting causes related
5.6 OPTIMIZING
OUR
to our business

ENVIRONMENTAL IMPACT
OPTIMIZING OUR
5.6.1 Ubisoft’s commitment to carbon
ENVIRONMENTAL
IMPACTneutrality
5.6

5.6.1
carbon5.6.2 Ubisoft’s
Ubisoft’s commitment“Play Green” tocommitment
neutrality
5.6.3 Ubisoft’s environmental impact
5.6.2 Ubisoft’s
in 2021 “Play Green” commitment
5.6.3
impact5.6.4 Ubisoft’s
Reduce itsenvironmental
footprint
in 20215.6.5 Inspire positively
5.6.4 Reduce its footprint
5.6.6 Risks related to the environment
5.6.5 Inspire positively

151
151

151
152
152

157

158
157
158
159

5.7

169

DUTY OF CARE PLAN

Oversight and governance
Responsible purchasing approach
Involvement of stakeholders
Oversight and governanceDirect risks linked to the Group's
Involvement
stakeholders
activities: riskofmapping
and action
5.7.4 taken
Direct risks linked to the Group's
risklinked
mapping
andcompanies
action5.7.5 activities:
Indirect risks
to thetakenwith which the Group has established5.7.5 Indirectrisks
linked to the companies
a business
relationshipwith which the Grouphas established5.7.6 Implementationand monitoringarelationshipofbusinessmeasures
5.7.6
and monitoring
5.7.7 Implementation
Whistleblowing systemof measures

5.8
REPORT OF THE INDEPENDENT
5.7.7 Whistleblowing system
THIRD-PARTY ORGANIZATION
5.8
REPORT
OF THE INDEPENDENTON THE VERIFICATIONOF
THIRD-PARTY
ORGANIZATIONCONSOLIDATEDNONONTHE VERIFICATIONOFFINANCIALPERFORMANCECONSOLIDATEDNONSTATEMENT INCLUDED IN
FINANCIALPERFORMANCETHE MANAGEMENTREPORT
STATEMENT INCLUDED IN
THE MANAGEMENT REPORT

5

160
159
165
160
168
165

169
168

5.7.2
5.7.1
5.7.3
5.7.2
5.7.4
5.7.3

4

157
157

5.7
DUTY OF CARE PLAN
5.6.6 Risks related to the environment

5.7.1 Responsible purchasing approach

3

151

169

6

169
169
169
169
169
170

7

170
172
172
173

8

174
173
174

9

175
175

142

142

142
144
144
148
148
150
150

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CONTENTSCORPORATE SOCIAL RESPONSIBILITY

u Methodology note on employee-related, environmental and societal reporting

5.1 METHODOLOGY NOTE ON EMPLOYEE-RELATED,ENVIRONMENTAL AND SOCIETAL REPORTING
5.1.1

INDICATOR FRAMEWORK

Ubisoft has defined its framework with a view to tracking
performance relating to the Group’s main environmental,
employee-related and societal issues, based on:■ the regulatory requirements of articles L. 225-102-1 andR. 225-105-2 imposing the obligation to produce a Statementof non-financial performance (hereinafter the “DPEF”)
following the transposition of European Directive 2014/95/EU
on the disclosure of non-financial information (Orderno. 2017-1180 of July 19, 2017 and Decree no. 2017-1265 ofAugust 9, 2017);

5.1.2■ the G4 guidelines of the Global Reporting Initiative (GRI), a
multiparty organization, which prepares a framework ofsustainable-development reporting indicators that areinternationally recognized and whose purpose is to develop
globally applicable directives for reporting on companies’
economic, environmental and social performance.
All the information required in the DPEF can be found in therelevant cross-reference tables at the end of this Universal
Registration Document.

REPORTING PERIOD

Reporting periods differ depending on CSR themes. These break down as follows:
Reporting period
04/01/21 – 03/31/22(12 months)

CSR data

Employee-related✔

Societal✔

01/01/21 – 12/31/21(12 months)✔

Environmental

5.1.3

SCOPE OF REPORTING

The scope used for CSR reporting is the Group, which is definedas all fully consolidated companies.

■ employee-related Indicators (1): companies outside France ≥20 employees and French companies (2);However, some Indicators are only available for a limited scope.
Where this is the case, and in the interests of consistency, thereporting scope is defined as follows:■ environmental Indicators (3):20 employees and French sites.

5.1.4

Environmental reporting includes a full calculation of GHG
emissions based on the method recommended by the ADEME(the French Ecological Transition Agency) in 2021 and including
an assessment of the carbon impact of working from home since2020. The data for 2020 have been restated to take into accountmethodological changes and to be comparable with the datafor 2021.

Change in the method used to calculate
employee-related Indicators

The accident severity and frequency rate is calculated based on
the number of days worked by all team members over the year.
From FY22, our HR information system calculates the number ofdays worked per company on a per-employee basis, taking into
account paid leave, public holidays and any other absence actually
recorded over the period. Until FY21, this Indicator was calculated

(2)
(3)

128

outsideFrance≥Where appropriate, the scope covered is always indicated, giving
the companies/sites concerned and/or their representativenessas a percentage of the Group’s headcount.

CHANGE IN METHOD/CONDITIONS COMPARED WITH THE PREVIOUS
FINANCIAL YEAR

Change in the method used to calculate
environmental Indicators

(1)

sites

on a theoretical basis according to each company’s policy on
absences.
To calculate the ratio of men’s compensation to women’scompensation, a new methodology was applied from this year, inpartnership with a specialist external service provider, Aon.
Methodology for FY22: the gender pay gap, based on the total
workforce, is calculated by our external partner using a
regression-based statistical analysis. It produces a statisticalmodel of the relationship between compensation and different
variables such as location, position, performance, level of
responsibility and experience. Accordingly, it determines pay
gaps for each team member that are not explained by thesevariables and identifies potential situations of inequality.
The overall Group score is calculated by aggregating these
individual gaps. The score is positive when the gap is in favor ofmen and negative when the pay gap favors women.

The scope defined in this way covered 99.5% of the Group’s workforce at the end of March 2022
Scope defined on the basis of the Group workforce at the end of September 2021
The scope defined in this way covered 99.4% of the Group’s workforce at the end of March 2022

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CONTENTS

CORPORATE SOCIAL RESPONSIBILITY

Methodology note on employee-related, environmental and societal reporting t

Methodology for FY21 and previous years: the gender pay gap,
based on the overall workforce, is calculated by country, area of
employment, level of responsibility and business line within eachsubsidiary for which men and women are represented. For each
set of comparisons, the difference is calculated between the
average compensation of the gender with the highest
compensation and that of the gender with the lowest

5compensation. In this way, when the average compensation ofmen is higher than that of women, the difference is a positive
number. Conversely, the figure is negative when it reflects adifference in compensation in favor of women. These differences
are then aggregated by applying a weighting by the sum of men
or women, whichever is lower.

5.1.5 INDICATORS DEEMED IRRELEVANT BY THE GROUP AND NOT SUBJECT
TO A SPECIFIC DEVELOPMENT IN THE DPEF
Themes covered by the DPEF

Ubisoft comments■ Actions to prevent food waste

Ubisoft group is committed to the fight against food waste. However, given the natureof its business and since there is no company cafeteria at many of its sites, it only
handles a small quantity of food waste.

■ Ways to combat food insecurity
and promote a responsible, fairand sustainable food system

Not applicable to our business.

■ Respect for animal welfare

Not applicable to our business.

■ Promoting sport and physical activity

Although sport and physical activity is not applicable to our business, they arepromoted through some games in Ubisoft’s portfolio, such as Just Dance®.

12
3

5.1.6 REPORTING PRINCIPLEThe Corporate Social Responsibility Department (CSR) is incharge of leading and coordinating CSR reporting. To this end,
it has drawn up this reporting protocol specifying:Once the collected data have been validated, the CSR
Department also works to:■ the list of CSR Indicators illustrating their correlation with the
GRI framework;■ prepare theperformance;■ Indicator definitions to ensure that they are uniform for thewhole Group and leave no room for interpretation;■ the scope used;■ the processes to be followed for the collection of informationand the calculation of Indicators;■ the information sources and supporting documentation to beprovided (this list is not exhaustive. They are provided as
examples and may be added to where necessary);■ the format in which data/information is to be recorded;■ the list of published Indicators and the relevant paragraphnumbers of the Group’s Registration Document for the period
N-1.

consolidated

Statement

non-financial

5

Specifications on the internal controls
carried out on collected andconsolidated data

6

■ an analytical review of the data (comparison with n-1 data);

7

To ensure the reliability of the published information, thecollected and consolidated data are subject to formal controls
including:■ analysis and calculation of ratios;■ tell its local representatives or contacts what information theyneed to collect;■ sample documentation checks.

■ verify the completeness, consistency, and accuracy of thedata (see section 6.2);of■ verify the accuracy of the CSR information presented in the
consolidated Statement of non-financial performance to be
published in the Ubisoft group Universal Registration
Document.

This protocol serves as a reference for the collection andconsolidation of data. To this end, the CSR Department must:■ ensure that the information collected is available, uniform, anddocumented;■ consistency checks;■ Regarding employee-related Indicators, these are collected:• any absence of information has been justified andexplained,• any variation of more or less than 15% in quantitative data
against the previous period is explained;• or via the reporting tool Act21 which enables the recordingof employee-related information not tracked in HRTB.

■ formally validate the data collected.

8Specifications on the methods
for collecting data

• either directly, using the MicroStrategy reporting tool,
which makes it possible to exploit data from the humanresources management software program (HRTB) used by
all the Group’s subsidiaries,■ ensure that:4■ consolidate the data;9

It should be noted that for all employee-related Indicators,
the members of staff taken into account are those defined in the
total headcount unless stated otherwise.

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u Methodology note on employee-related, environmental and societal reporting■ With regard to the environmental and societal Indicators,
these are collected:• for each site through a qualitative and quantitative
questionnaire managed using the reporting tool Act21,
prepared in accordance with the reporting protocol,• from cross-functional departments for the collection of
global data at Group level.

5.1.7

The subsidiaries submit their employee-related, environmental
and societal data to the CSR Department in charge of collecting
and ensuring the consistency of the data.
On the basis of all the consolidated data, the Corporate Social
Responsibility Department conducts various controls (analyticalreview of data, consistency checks, spot checks on
documentation, etc.) to improve the reliability of the information
published.

METHODOLOGICAL CLARIFICATION OF INDICATORS

Regarding player data

■ A new Indicator has been included in the reporting process
this year: Percentage of players of our main online multi-player
games stating that they have read a code of Conduct
applicable to the game. This percentage is drawn from anannual survey conducted in partnership with our partner
polling institute among a representative sample of players of
our main online multi-player games in different countries(CRM basis taking into account three levels of gaming time:
low/medium/high).

Regarding employee-related data

■ The workforce is defined as all employees registered at theend of the period with an open-ended or fixed-term contract,
regardless of the type of employment (full- or part-time).
Casual workers, seasonal workers, freelancers, interns,
subcontractors and temporary workers are not included.
■ A hire is defined as any individual who joins the workforce
during the period in question. Fixed-term contract renewals
are not included in new hires.
■ The gender pay gap, based on the overall workforce, iscalculated by country, area of employment, level of
responsibility and business line within each subsidiary forwhich men and women are represented. For each set ofcomparisons, the difference is calculated between the
average compensation of the gender with the highest
compensation and that of the gender with the lowest

130

Consolidation and verificationUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

compensation. In this way, when the average compensationof men is higher than that of women, the difference is apositive number. Conversely, the figure is negative when it
reflects a difference in compensation in favor of women.
These differences are then aggregated by applying aweighting by the sum of men or women, whichever is lower.
■ To determine the number of training hours, only training
activities undertaken face-to-face or virtual training by aninternal or external trainer and attendance at specialist
conferences are included in the training plan. This excludes elearning courses, team meetings, etc. Furthermore, only
training hours relating to sessions undertaken and completed
during the financial year are taken into account, irrespective of
their duration. Logged training hours also include training
given to employees present during the period but who had left
the Group as of the reporting date.
■ In order to determine the number of employees trained, an
employee who takes part in several training programs is only
counted once. The number of employees that haveundertaken e-learning training is also presented in a separate
Indicator.
■ A manager is defined as someone who is hierarchically
responsible for at least one person (including interns notcounted as staff).
■ A top manager is defined as a member of the Executive
Committee or a Director reporting directly to the Executive
Committee.

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CORPORATE SOCIAL RESPONSIBILITY

Methodology note on employee-related, environmental and societal reporting t

Regarding environmental data

■ The reporting includes data on the environmental impact ofconsumables used by the Group’s main suppliers to
manufacture games and tie-in products.

5■ To determine its greenhouse gas emissions, the Group uses
the following procedures (1):Purchases (2) (3)■ Breakdown of purchases into ten categories (excluding services and goods already taken
into account in other emission categories) and application of ADEME monetary emission
factors.

Buildings (energy used
in offices) (4)■ Local recording of energy consumption for 2021.
■ Application of emission factors based on the use of renewable energy according to themarket-based approach (source: ADEME, AIB, EPA, local government).

Buildings (energy used whenworking from home) (5)■ Estimated electricity consumption in the office and at home when working from home.
These emissions are included in scope 2 of the GHG emissions.

Buildings (air conditioned)■ Local collection of data on the number of air conditioning systems. Estimation of the
breakdown of refrigerant gas.
■ Application of ADEME emission factors.

Buildings (fixed assets)■ Local recording of the number of m² in the buildings and number of parking spaces.
■ Application of ADEME emission factors.

Data centers (energy)■ Local recording of energy consumption for 2021.
■ Application of emission factors based on the use of renewable energy according to themarket-based approach (source: ADEME, AIB, EPA, local government).

Data centers (servers)■ Application of emission factors provided by manufacturers for the most representativemodels of Ubisoft’s servers, over their useful lives.

Data centers (fixed assets)■ Local collection of data on the surface area of buildings in m².
■ Application of ADEME emission factors.

Data centers (hosting services)■ Application of ADEME monetary emission factors.

IT equipment (6)■ Local inventory of IT equipment excluding data center servers.
■ Application of ADEME emission factors over the useful lives.

Freight■ Collection of t.km according to the means of transport.
■ Application of ADEME emission factors.

Manufacturing■ Collection or estimation of the composition of products and quantities.
■ Application of ADEME emission factors on the quantities of various materials.

Employee commuting (7)■ Local recording of means of transport used. Calculation according to the city, the number ofworking days, and the number of days’ presence in the office.

Visitors■ Application of an emissions factor provided by an external expert in 2015, in proportion to
the number of in-person days.

Business trips■ Local recording of flights booked for the entity’s staff and guests in 2021.
■ Application of ADEME emission factors (updated in 2021 including contrails).

1
2
3
4
5
6

(1) Does not include food for employees, hotel nights, other travel (excluding air travel) that is not considered sufficiently relevant to the Group’s activities(2) Purchases of services refer to a very wide range of services and the monetary emission factors ‒ used here ‒ are less accurate than physical emission factors ‒used for other emission categories(3) Estimated on the basis of a relevant activity Indicator according to each source of emissions, such as the amount spent on Purchases and the number of persons
for commuting and visitors(4) Energy consumption inseparable from the expenses of certain sites is excluded(5) The scope of calculation for working from home covers French companies and companies outside France with 20 or more employees as at September 30, 2021,
representing 99.5% of the workforce at March 31, 2022
(6) The scope of reporting covers all sites in France and outside France, with the exception of Pasadena(7) Estimated based on a relevant activity Indicator for each emission source, for example the amount spent for Purchases and the workforce for commuting andvisitor travel

5.1.8

7
8

METHODOLOGICAL LIMITS OF THE INDICATORSThe Indicators may present methodological limits due to:■ a lack of standardization in national/international definitions and legislation;9■ the representativeness of the measurements and estimates made;■ the practical methods of collecting and entering information.

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CONTENTSCORPORATE SOCIAL RESPONSIBILITY
u Corporate social responsibility governance

5.2 CORPORATE SOCIAL RESPONSIBILITY GOVERNANCE
5.2.1

CORPORATE SOCIAL RESPONSIBILITY STRATEGY

Ubisoft is committed to developing a positive and long-lasting
impact for all its stakeholders, both internal and external. The
corporate social responsibility strategy is broken down by
stakeholder type: players, teams, local communities, business
partners, and the planet.
The materiality matrix produced in December 2019 with theassistance of a specialist consultancy has enabled the Company
to supplement the social responsibility issues identified internallywith the expectations of its stakeholder ecosystem. The
methodology used to establish the matrix was based on aquestionnaire assessing the criticality of Ubisoft’s societal
impacts that was sent to a selection of partners, players, andteams and to the company’s management. To ensure equalconsideration of the four categories of stakeholders, theconsolidated scores of each stakeholder were considered with anequivalent weighting in the final matrix.
The actions undertaken in 2021 with regard to player protection,
respect in the workplace, and the environmental impact, were
continued in 2022 in order to increase their impact over the longterm.
To strengthen its action plans, in 2022, Ubisoft carried out ananalysis of external risks with the assistance of a specialized firm.
The results are provided in section 5.7 with the Duty of Care plan.

MATERIALITY MATRIXCRITICAL
Personal dataprotection

STAKEHOLDERS EXPECTATIONSIMPORTANT

Work
environment

Toxic behavior
onlineMonetization

SIGNIFICANT

Business
EthicsCarbonfootprint

ESG criteria with
our partners

Diversity
in games

CirculareconomyJob
precarity

Localanchorage
Charity

Minor’s
protection

Employability

Health risks
prevention

Responsible
marketing

WEAK

Diversity

Accessibility
in games
Games positive
impactEnvironmental
awareness

IMPORTANCE TO UBISOFT
Partners

Local communities

PlanetPlayers

Teams

This report therefore reflects all of the initiatives implemented to respond to these material societal issues for Ubisoft.

132

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CORPORATE SOCIAL RESPONSIBILITY
Corporate social responsibility governance t

5

MATERIAL SOCIETAL ISSUES FOR UBISOFT AND ASSOCIATED RISKS
Issues

Associated risks
and opportunities

Commitments

Reference

Ensure the responsible
and transparent collection
and use of personal data

5.3 & 5.7

Risks:■ Fraud■ Hacking
Personal data protection

Toxic behaviors online

Opportunities:■ Being recognized as apublisher that places dataprotection at the heartof its strategy■ Earning players’ trust
and attracting new players
Risks:■ Fraudulent alterationof players’ game playexperience■ Harassment having
a negative impact on
the game experience

12
Provide players with a safe
gaming environment

3.1 & 5.3

3

Opportunities:■ Being perceived as a major
player in efforts to combat
inappropriate behaviors inonline games

Players

4

Risks:■ Offending users■ Inappropriate behavior
in online communities
Protection of minors

Monetization

Opportunities:■ Reputational benefit■ Being recognized asa publisher that offersa safe gaming environment
for underage players
Risks:■ Distorting the gaming
experience■ Reputational damage
Opportunities:■ Positive reputational impact■ Attracting new players

Ubisoft is committed
to protecting young players
to offer them an ageappropriate gaming
experience

5.3

5
6

Apply monetization andengagement policies that
respect the player experienceand are sustainable in thelong term

5.3

7
8
9

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CONTENTSCORPORATE SOCIAL RESPONSIBILITY
u Corporate social responsibility governance

IssuesWork environment

Associated risks
and opportunities

Risks:■ Loss of talent■ Undermining Ubisoft’s
attractiveness in a highly
competitive sector■ Inappropriate behavior
Opportunities:■ Making our working
environment a factor
in attracting and retaining
talentRisks:■ Loss of attractiveness■ Turnover within teams■ Inappropriate behavior

Teams

Diversity and inclusion

Opportunities:■ Adopting a position as an
employer that integrates
a variety of profiles while
ensuring the performanceand cohesion of its teams■ Fostering creativity
and innovation
Risks:■ Loss of know-how,experience andprofessionalism

Employability

Opportunities:■ Ensuring team members
have cutting-edge skills
throughout their careers■ Retaining talent
Risks:■ Regulatory non-compliancePartners

Business ethics

Opportunities:■ Being acknowledged as
respecting its partners■ Developing long-term
partnerships with partners

134

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Commitments

Reference

Guarantee a respectful
and safe working
environment for all

3.1 & 5.4

Ubisoft encourages
diversity and inclusion
within its teams with a viewto creating a healthy
and inclusive working
environment andencouraging creativity
through diverse perspectives

5.4

Training teams to ensure
employee have key skills
for their future careers

3.1 & 5.4

Ubisoft undertakes to comply
with all applicable regulations
and laws concerning businessethics

5.2

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CORPORATE SOCIAL RESPONSIBILITY
Corporate social responsibility governance t

Issues

Associated risks
and opportunities

Commitments

Reference

Ubisoft is committed
to contributing to carbon
neutrality

5.6

5

Risks:■ Impact of climate hazards■ Growing scarcity of certain
metals used in theconstruction of consoles
and computer hardware■ Constraints linked to theenergy transition on certain
energy-intensive games
Carbon footprint

Opportunities:■ Establishing a leadership
position to reduce ourcarbon impact in videogames■ Attracting new investors
through our environmental
commitment

1
2■ Attracting new employees
committed to theenvironmental cause

Planet3

Risks:■ Deterioration of employer
brand■ Failure to meet announced
carbon reduction targets

Environmental awareness

Opportunities:■ Attracting new profiles ofteam members and players,
who are aware ofenvironmental issues■ Being perceived as a leader
on the environment in thevideo game or entertainment
sector4
Ubisoft is committed toraising its teams’ awarenessof their environmental impact

5.6

5■ Contributing to carbon
neutrality by raisingawareness among ourteams, partners and players

67

5.2.2 ORGANIZATIONThe Corporate Social Responsibility Department comprises a
dedicated team that develops, coordinates and/or leads projects
designed to address the material societal issues identified.
The Corporate Social Responsibility (CSR) Committee was set upby the Board of directors in 2018. It is tasked with examining thestrategy and action plan with respect to the Group’s CSR andputting forward any recommendations it may have in this regard.
It also audits the CSR information to be included in the Universal
Registration Document and submitted to the Board of directors inaccordance with applicable legal and regulatory requirements.
The operation, organization and duties of the CSR Committee(see 4.1.2.4) are described in the appendix to the Board of
directors’ internal rules (see 4.1.2.1).

(1)

For the 2021-2022 financial year, the CSR Committee notably
proposed non-financial “CSR” performance Indicators in relation
to the annual variable compensation of the Chairman and Chief
Executive Officer and the multi-annual variable compensation(employee share ownership plans) of all executive corporate
managing officers for 2022-2023, indexed to the achievement of
CSR targets defined as priorities for the Group (1). Other mattersaddressed by the CSR Committee in 2021/2022 are describedin 4.1.2.4.

8
9

See section 4.2 Compensation of corporate officers

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CONTENTSCORPORATE SOCIAL RESPONSIBILITY
u Corporate social responsibility governanceThe criteria proposed for the past four years are summarized in the table below. The priority issues are thus covered and continue to bemonitored over time.
CSR criterion in
the compensationof the CEO

Playerprotection

Sub-Indicators

TargetTargetassessment
year

GDPR

Protect players’ personal data by
reinforcing the means of control
offered to players over the useof their data beyond the scopeof application of GDPR.

March 31, 2020 DPEF FY20 – 4.2 Compensationof corporate officers
DPEF FY21 – 5.3.2 Offering ourplayers a safe gaming environment
for a positive experience

Reputation sanction
score

Set up the reputation sanction
service to limit online toxicity.

March 31, 2020 DPEF FY20 – 4.2 Compensationof corporate officers
DPEF FY21 – 5.3.2 Offering ourplayers a safe gaming environment
for a positive experience

Protection of young
players on PC

Global implementation of aprotection program for young
players for free games (FTP)with a rating below ESRB.

March 31, 2021 DPEF FY21 – 4.2 Compensationof corporate officers
DPEF FY21 – 5.3.2 Offering ourplayers a safe gaming environment
for a positive experience

Protection of young
players on mobile

Implementation of an “age gate”
on new mobile games for which
the target audience is minors,
with the aim of protecting themby deactivating certain
functionalities by default.

March 31, 2021 DPEF FY21 – 4.2 Compensationof corporate officers
DPEF FY21 – 5.3.2 Offering ourplayers a safe gaming environment
for a positive experience

Respect and qualityof life at work

Action plan consisting of threemajor areas: listening to teams,
training managers and teammembers in “respect at work”,
and assessing team memberson the exemplarity of their
behavior.
Team members’ well-being
is measured through three
dimensions in the employee
engagement survey conductedby the Group each year with theassistance of an external service
provider. The three dimensions
measured for this Indicator are
engagement, diversity andinclusion, and respect.

March 31, 2022 DPEF FY21 – 4.2 Compensationof corporate officers
DPEF FY21 – 5.4.3. Guaranteeinga respectful and safe working
environment for all
March 31, 2023

Increase gender
diversity

Reach 24% women in the teams.

March 31, 2023 DPEF FY21 - 4.2 Compensationof corporate officers
DPEF FY21 - 5.4.2.1. Strengthening
diversity and inclusion within our
teams

Reduction in carbon
intensity

Reduce the carbon intensity per
employee by 8.8% in three years.
Reduce the carbon intensity per
employee by 10.6% comparedwith 2019.

March 31, 2024 DPEF FY21 - 4.2 Compensation
March 31, 2025 of corporate officers
DPEF FY21 - 5.6.2. Ubisoft’scommitment to carbon neutrality

Acting as a
responsible
employer

Optimizing theenvironmental
impact136

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Reference for details

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CORPORATE SOCIAL RESPONSIBILITY
Corporate social responsibility governance t

5

5.2.3 CODE OF CONDUCTIn 2021, the Group worked with numerous experts to develop aninternal Code of Conduct that gives team members guidelines
and key contacts to help deal with sensitive situations they may
face during their day-to-day working lives. Broken down by
stakeholder type, this code covers gifts and invitations as well as
confidential data, corruption and inappropriate behavior. This
Code of Conduct is shared with all of the teams and updated
each year in line with sectoral and organizational changes
affecting the Group. As of March 31, 2022, the code had beensigned by 96% of the teams.

The Code of Conduct constitutes a key basis for raisingawareness of our duty of care and combating corruption. It is alsoa cornerstone for ensuring a respectful working environment foreveryone.
The initiatives rolled out during the year to boost compliance withthe law on transparency, combating corruption, and themodernization of the economy, known as the “Sapin 2 Law”, arepresented in the chapter of this report dedicated to risk
management and internal control (see 3.2.2).

1

5.2.4 PREVENTING TAX EVASION
With operations in several countries, Ubisoft is committed tocomplying with tax regulations: entities declare and pay theirtaxes in accordance with their local obligations, as well as thetaxes due. The group responds appropriately and promptly torequests from tax authorities regarding the exchange of
information and in compliance with tax conventions. The Group
does not promote any form of tax evasion.

on the arm's length principle. A comparative study of the pricing
of intragroup transactions worldwide ensures the consistency ofthe practices implemented.

2

The Group complies with country-by-country reporting
obligations, presenting: sales, pre-tax profit, taxes paid and due,headcount, etc. It is clear from this that its choices of location are
not guided by tax considerations.

3

Intragroup transactions are governed by a transfer pricing policy.
It is based on the recommendations of the OECD and in particular

5.2.5 RELATIONS WITH STAKEHOLDERSThe Group considers all people and organizations directly or
indirectly affected by the Company’s business activities to be
stakeholders.
Stakeholders

4

Ubisoft maintains constant dialog with its stakeholders andestablishes lasting relationships that respect the interests ofeveryone. The main methods of dialog with these stakeholders
are presented below:

5

Methods of dialog■ Online communication (for online games)■ Consumer get-togethers (focus groups)
Customers■ Publication of information about our products

6■ Networking events during promotional tours or industry events (E3, Gamescom, etc.)■ e-Sport tournaments (R6 invitational), Just Dance world championships■ Ubisoft club, star players program

Suppliers
Shareholders and investors■ Buyer/supplier meetings■ Supplier selection process

7■ Conferences for the presentation of results, meetings and plenary meetings■ Biannual team member satisfaction surveys

Employees■ Group and local satisfaction surveys on well-being at work
■ Dialog with employee representation bodies (if applicable under local regulations)8■ Organization of Sharetimes and other teamworking initiatives
Research centers■ Collaborative approach, creation of and participation in R&D programs, university chairs, open
innovation events

Communities, NGOs

■ Partnerships with NGOs and/or local associations

Local businesses■ Partnerships with local businesses (local retailers, etc.)

State, public organizations,etc.

■ Participation in working groups on the challenges facing our industry

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u Offering a customized gaming experience that enriches players’ lives beyond pure entertainment

5.3

OFFERING A CUSTOMIZED GAMING EXPERIENCE
THAT ENRICHES PLAYERS’ LIVES BEYOND PURE
ENTERTAINMENT

5.3.1

DEVELOPING THE POSITIVE IMPACT OF OUR GAMES BEYOND PURE
ENTERTAINMENT

Ubisoft strives to offer increasingly inclusive games that enable
players to acquire knowledge and skills beyond pureentertainment. As a publisher of video games, offering a positive
gaming experience is a key challenge that forms part of our vision
for society.

APPROACH

To address this challenge, workshops and presentations areorganized throughout the year to raise awareness amongdevelopment teams and enable them to integrate more and more
knowledge (social interactions, diversity, inclusion, accessibility,etc.) and to develop mechanisms for learning through play.
However, this integration decision belongs to each production
team and has to be consistent with the world selected by theteam. A Positive Play team dedicated to the benefits and positive
impacts of video games was created in 2021 to support andinspire the production teams and a new Positive Entertainment
Track was included in the Ubisoft Entrepreneurs Lab 2021
program to support young video game companies focused on
education, health and social ties.
The process is long-term and hence, progressive. Over the past
few years, the projects developed have helped make progress inthe following areas:

Acquisition of knowledge and skills

In addition to providing fun and emotions, games are great ways
to discover history (ancient Egypt in Assassin’s Creed Origins®,
ancient Greece in Odyssey, and the Vikings in Valhalla). Gamesalso promote learning (learning to play the guitar with Rocksmith,programming with Rabbids Coding!), socialization and leadershipdevelopment (online team games such as Rainbow Six Siege) or
physical activity (Just Dance®).
Ubisoft also creates technological experiences that facilitate
learning and openness to culture. Gaming can also be a source ofinspiration for teachers who create fun modules and lessons.
In 2021, we made interactive experiences promoting historicaland cultural heritage available to the general public, for example avirtual reality tour of Notre-Dame de Paris Cathedral (as part of an
exhibition held in the archaeological crypt of the Île de la Cité
following the fire at the cathedral), and a mobile augmented
reality Rabbids game set in the gardens of the Château deVersailles. In co-production with Little Big Story and France
Télévisions, we have also developed Lady Sapiens, a virtual
reality time-travel experience to discover a woman’s daily life inpaleolithic times, which has been available to play at the Cabinetof Virtual Reality in the Grande Galerie de l’Évolution at the Paris
Natural History Museum since October 2, 2021.

138

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Overcoming stereotypes by developing richand complex characters consistent
with our universes, which tend to reflect
the diversity of the world around us

The production teams increasingly strive to develop charactersthat reflect the world’s diversity. Thus, a choice that first started
with Assassin’s Creed Odyssey® (selecting the gender of themain character) is now also found in Valhalla, released in 2020
(possibility of deciding if Eivor is a man or a woman), and in
Far Cry 6, released in 2021 (whether Dani Rojas is a man or awoman), while the new Immortals Fenyx Rising™ franchise stars
a heroine. The same goes for the Watch Dogs® franchise which,after representing a diverse range of protagonists in the context
of Silicon Valley with its characters Marcus Holloway (African
American) or Josh Sauchak (on the autism spectrum), in thelatest Watch Dogs® Legion, features a very wide variety of
everyday characters (doctor, pilot, artist, etc.) with its “play as
anyone” game system. More than six years after its launch,
Rainbow Six Siege continues to offer players a wide variety ofagents (more than fifty characters available) with varied ethnic
origins, nearly half of whom are women, with season six alsoseeing the arrival of Osa, the game’s first transgender operator,
in August 2021.

Developing game accessibility
for people with disabilities

Ubisoft has strengthened its commitment to accessibility in order
to offer a lasting, positive gaming experience for all, irrespectiveof their physical or mental condition. The project on theaccessibility of video games for people with disabilities waslaunched in 2017 and has enabled us, for the first achievement
threshold, to rapidly achieve compliance with the US law
applicable from January 1, 2019 (Communication and Video
Accessibility Act) aimed at increasing the accessibility ofcommunication services in video games (written chat, voice chat,video) to people with disabilities.
This commitment has been strengthened and is now an integral
part of the process of developing and validating our games(integration of accessibility in the content validation process forour games to ensure it is taken into account upstream ofproduction) and our production teams are therefore assisted byin-house and external accessibility consultants. An Accessibility
team was officially created in 2020 to provide cross-functional
support to all teams in order to make the user experience
accessible from end to end (from press and marketing
communications such as the Ubisoft Forward online conference
to the official website in France, via the online store and, ofcourse, games), and this team is expanding with the hiring of a
web accessibility specialist in 2021.

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Offering a customized gaming experience that enriches players’ lives beyond pure entertainment t

In-depth work is also underway with the engine and tools teams
to achieve efficiency gains directly in our tools to facilitate thework of all our production teams in incorporating accessibility
features.
The accessibility of our games is assessed using an internalframework inspired by assessment systems put in place bygroups of players with disabilities. This framework helps toassess the accessibility level of games, from “basic” (ability
to play the game, even without access to all of its functionalities,
for a player with disabilities) to “exceptional” (ability to play it fully
like any other person), via “intermediate” and “advanced”
depending on the type of disability (motor, cognitive, visual,auditory).
Like our AAA games released in 2020 ‒ Assassin’s Creed
Valhalla®, Watch Dogs Legion®, and Immortals Fenyx Rising™,
which were rated “intermediate” level and won awards in
different categories at the Can I Play That Accessibility Awards atthe end of 2020 ‒ our latest AAA games, Far Cry 6, Riders
Republic, and Rainbow 6 Extraction, released at the end of 2021
and early 2022 also achieved this level. Far Cry 6 was nominatedin the “Innovation in Accessibility” category of The Game Awards
2021 and Assassin’s Creed Valhalla® won the Accessibility
Innovation Award from the International Game Developers
Association (IGDA) in August 2021.
Furthermore, several of our studios are working with associations
for players with disabilities (CapGame in France, AbleGamers in
the United States, Special Effect in the United Kingdom,
Funbikator in Sweden) in order to raise teams’ awareness of theirneeds and work together with them on the design of upcoming
games by inviting them to take part in user tests.

5

Finally, in order to inform the communities concerned, a page
dedicated to the accessibility features of our games is available
on the Customer Support website and on Ubisoft News. This
information allows players to find out whether it will be possible
for them to play the game before buying it.

Fostering social interaction between players
outside the game and supporting e-Sport
professionals

Community developers organize player communities, learn more
about their needs and ensure a link with the development teams
in order to improve the gaming experience. Competitions andtournaments bring players together, mainly online due to theglobal pandemic, and foster social interaction. Even outside thecompetitive environment, our online multi-player games allow
players to continue to interact with others and keep in touch with
their loved ones despite the Covid crisis. Ubisoft has also
contributed to the “Play apart together” awareness program withother major players in the video game industry, an initiative
supported by the World Health Organization.

1
2

In e-Sport, Ubisoft continues to develop its international scene
with the organization of regular competitions such as the“Six Invitationals” and the “Majors” for Rainbow Six Siege, as
well as international tournaments for Brawlhalla and a world
championship for Trackmania.

3

Certain players have become professional e-Sport players and set
up clubs with a coach and gaming analysts, a role that requires
high levels of dedication and strong day-to-day discipline. Thus, inRainbow Six Siege, we support our best players around the world
through their clubs and continue to develop the e-Sport gaming
ecosystem to contribute to their professionalization.

4
5

5.3.2 OFFERING OUR PLAYERS A SAFE GAMING ENVIRONMENTFOR A POSITIVE GAMING EXPERIENCE
As a video games publisher, we take the well-being of our players
very seriously and we want to ensure they have the mostpositive gaming experience possible. We listen to ourcommunities and work with our main unions and stakeholders to
identify potential risks associated with the gaming environment
and find solutions that are shared with the video game industry.

APPROACH

Prevent inappropriate behaviors
in online communities

Ubisoft has a responsibility to provide its players with the best
gaming experience possible. With this in mind, particularattention is given to problems of toxicity in online communities.
Any form of harassment, racism, discrimination, threatening
behavior, fraud or cheating within the games or the communities
will not be tolerated.
All of Ubisoft’s multi-player games and forums are covered bycodes of conduct, which set out the types of behavior that are
forbidden, the safety regulations and possible sanctions. These
codes of conduct are available on the game websites, on forums,
and on the Customer Support site. A new global Code of Conduct
has also been published on the Customer Support site in order tobecome the reference at Group level. According to a survey
conducted in April 2021, 77% of players in our main online multiplayer games are aware of the existence of these codes ofconduct and 48% say they have read one of them. This survey
will be carried out annually to better understand and measure theimpact of inappropriate behaviors in our online communities.

Our “Customer Relations Centers”, located in Europe, North
America, and Asia, are always available to our players and a new
support platform released in 2021, entitled “Help” and available
on all media, makes it easier to find information and answers to
the most frequently asked questions. In addition, these Customer
Relations Centers encourage players to identify and report,
inappropriate behaviors immediately so that appropriate
measures are taken (warning, banning, etc.) using the existing
sanctions system.

6
7

In addition, a dedicated team is responsible for moderating
forums and content created by players, and “automatic filter”
systems enable players to hide abusive or discriminatory words
and comments in chats (instant messaging used in online games)
in real time (the associated lists are regularly updated).

8

It should also be noted that in addition to the system entitled“reverse friendly fire” included in the competitive team game
Rainbow Six Siege in 2019 to combat “teamkill” behaviorsconsisting in voluntarily eliminating one or more team-matesduring the game, in 2020 and 2021 Ubisoft continued to intensify
its efforts to further combat cheating, improve account security,and give content creators and players the option to better protect
their online identity by activating Streamer Mode, deployed on
Rainbow 6 Siege in 2021 (see Focus below).

9

Ubisoft is a partner of the “Raising Good Gamers” initiative and is
now a member of the “Fair Play Alliance” alongside other players
in the video game industry.

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FOCUS: STREAMER MODE IN RAINBOW SIX SIEGE
In 2021, in addition to the efforts to combat cheating in
Rainbow Six Siege, a new online service called Streamer Modewas rolled out to protect players livestreaming their games with
options used by the game development team.

Protect and inform young players
and their families

Prevent risks linked to intensive
video game playing

Ubisoft is committed to protecting young players to offer them anage-appropriate gaming experience. For example, Ubisoft has set
up a young player account for its free-to-play games. Thisaccount’s default setting has no targeted ads or data sharing andincludes the sending to parents of automatic notifications (related
to in-game spending) and activity reports (playing time, friends
added, etc.). Furthermore, for mobile games for young players,
an “age gate” is rolled out worldwide to automatically disabletargeted advertising, data sharing and targeted promotional offers
for minor players.

Ubisoft remains committed to offering its consumers a protectedenvironment by working directly with the professional tradeassociations of the video game industry, such as SELL (1) inFrance, the ISFE (2) in Europe and the ESA (3) in the United States.

In addition, in order to strengthen communication with families,a “Family & Gaming” page is available on the Ubisoft main
website. It aims to answer the main questions parents haveabout playing video games: choosing a suitable game for theirchild, developing skills through games, supporting their child in
their playing. This page has been prepared in partnership withassociations including PédaGojeux, the AskAboutGames
initiative, a psychologist specializing in digital technologies and by
speaking directly to families about their main concerns.

Protect personal data (4)Moreover, throughout the whole life cycle of a game, theproduction and distribution teams work directly with the ratings
agencies and consumer protection bodies to ensure that allcontent developed is compliant with age classifications. The main
bodies are PEGI (Pan European Game Information) for Europe,
ESRB (Entertainment Software Rating Board) for the UnitedStates, OFLC (Office of Film and Literature Classification) or COB
for Australia, USK (Unterhaltungssoftware Selbstkontrolle – inEnglish: Entertainment Software Self-regulation Body) for
Germany and CERO (Computer Entertainment Rating
Organization) for Japan.
These organizations help consumers learn about the nature of the
products and their recommended ages based on classification
systems designed to guarantee the clear and transparent labelingof video games.

(1)
(2)
(3)
(4)

140

These new privacy options prevent malicious persons fromusing a player’s livestream to obtain information giving them an
unfair advantage or to show disruptive behavior intended tosabotage or harass the streamer (stream sniping).

The Group has been working with psychologists and external
experts since 2018 and studies and trials are regularly carried out
to allow the best understanding of issues encountered byhealthcare professionals and in particular, the risk factors
associated with intensive video game playing, for instance in thecontext of e-Sport.

Ubisoft is fully committed to implementing the General Data
Protection Regulation (GDPR) and other regulations governing theprocessing of personal data such as the California Consumer
Privacy Act (CCPA) in California. By establishing the GDPR and its
requirements as a standard applied as widely as possible to all of
its markets and subsidiaries, the Group sees this as anopportunity to strengthen the relationship of trust that it hasdeveloped with its players, as well as with all of its teams aroundthe world.
The Group has worked to enhance transparency and the methods
offered to players to enable them to better control the use of
their personal data. These efforts have strengthened players’
confidence regarding the sharing of their data. These data notably
help us to improve the games and the user experience.
The Group undertakes to only collect information that is useful forthe experiences offered to players and not to share it with third
parties without prior warning or without offering them theopportunity to oppose or to consent to this transmission. Ubisoft
also allows people to exercise their rights under the GDPR, suchas their right to access, amend or delete such information.
Significant resources are therefore implemented to ensure thecompliance of internal and external processes: confidentiality
policies have been updated, and training has been provided to allteams, notably via awareness-raising modules featuring the
Rabbids. A dedicated data protection team works with all
operational teams and company experts to ensure Group
compliance at all levels.

SELL: Syndicat des Éditeurs de Logiciels de Loisirs (French union of entertainment software publishers)
ISFE: Interactive Software Federation of Europe
ESA: Entertainment Software Association
See Duty of Care Plan, “Risks linked to the use by the Group of player and employee personal data”

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Offering a customized gaming experience that enriches players’ lives beyond pure entertainment t

For players with a Ubisoft account, the space where they manage
their personal data, directly accessible online, allows them to also
make an automatic request to extract their data without having togo through customer services, to define their own privacy andsharing settings as well as to activate the 2-Factor Authentication(2FA) system to strengthen the security of their account. Since
the introduction of an automated data download solution in
October 2018, more than 400,000 players and players haveaccessed their data.

5

It should also be noted that in 2018, Ubisoft was awarded theGovernance label by the CNIL (French National Commission for
Information Technology and Liberties) in France. Ubisoft also
voluntarily organizes audits by third parties (such as theInformation Commissioner’s Office (ICO) in the UK in 2021) or its
in-house teams to continuously improve the procedures put inplace.

5.3.3 MAIN RISKS ASSOCIATED WITH GAME USE
Personal data protection

Guaranteeing the collection and use of personal data in a
responsible and transparent manner is at the very heart of
Ubisoft’s projects aimed at providing a safe gaming environment
for all. Ubisoft ensures that it complies with applicable regulationsin terms of collecting, using, storing and transferring personal
data relating to players, its partners and its employees.
The Group includes the same rules relating to security and control
in all agreements with its partners. Ubisoft is also very vigilant
when it comes to collecting personal data from young players.
Despite all of these measures and a strong determination toprotect players, its partners and its employees, there are still risks
inherent in the collection and processing of personal data. Risksof fraud, hacking and flaws in IT system security in particular
could result in the loss and/or theft of confidential data and legal
action being taken by those involved.

1

Toxicity in games and services

Offering a safe gaming environment is a strategic priority for theGroup, which runs various initiatives to educate, safeguard andsupport vulnerable players. The measures taken include
preventing inappropriate behaviors in online communities,
safeguarding minors and their families, mitigating the risks
around problematic use of video games, and protecting personal
data.

2

Despite these measures and the precautions taken, the risk ofharm to consumers may still exist. This could damage Ubisoft’s
reputation and impact the Group’s player retention.

3
4
5
6
7
8
9

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u Acting as a responsible employer

5.4

ACTING AS A RESPONSIBLE EMPLOYER

5.4.1

ATTRACT THE BEST TALENT

5.4.1.1 Attract and recruit the best talent

As at March 31, 2022, Ubisoft employed 20,665 talented people. Over the year, 4,340 people were hired, 84.2% of whom in
production activities.
Headcount

03/31/22

03/31/21

03/31/20

20,66520,32418,04503/31/22

03/31/21

03/31/20

4,340

4,578

4,803

147

150

268

Total headcountTotal number of hires
Dismissals
Breakdown of staff by business line

03/31/22%

03/31/21%

03/31/20%

Production

17,78586.1%

17,44985.9%15,56086.2%

Business

2,880

13.9%

2,875

14.1%

2,485

13.8%

<20
< 20 ans
years
old

0,2 %
0.2%
0,1 %
0.1%
0,1 %
0.1%

35
35
13
13
14
14
35,9 %
35.9%

20-29

6 487
6,487

36,5 %
36.5%

20-29
ans
years old

35,7 %
35.7%

43.1%
43,1 %

30-39
30-39
ans
years old

42.0%
42,0 %
17.8%
17,8 %

40-49

50-59

≥60
≥years
60
ans
old

3,221
3 221
3,624
3 624
18.3%
18,3 % 3,794
3 794

8,576
8 576
8,671
8 671

17.8%
17,8 %

488
488
3.2%
3,2 % 646
646
3.6%
3,6 % 754
754

2.7%
2,7 %

0.2%
0,2 %
0.3%
0,3 %
0.3%
0,3 %

42
42
52
52
62
62

03/31/20
31/03/20

142

7,772
7 772

42.2%
42,2 %

40-49
ans
years old

50-59
ans
years old

7 413
7,413
7 370
7,370

03/31/21
31/03/21

EFFECTIF
STAFF
IN
EN20202020

IN
EN20212021

AVERAGEMOYENNEAGE
D’ÂGE

33.6
33,6

AVERAGEMOYENNEAGED’ÂGE

AVERAGEMOYENNEAGE
D’ÂGE

18,04518 04520,32420 324

20,66520 665

33.7
33,7

IN
EN2022
2022

34.2
34,2

03/31/22
31/03/22

Ubisoft strives to be a benchmark employer for a wide rangeof talent.

Group. More than 20% of participants were offered a job at theend of their internship or apprenticeship.

Particular attention is paid to the recruitment and support ofyoung talent. In a context of strong growth, Ubisoft offers themthe opportunity to quickly contribute to gaming projects and thus
provides real learning opportunities. Over the course of thefinancial year, 1,289 interns and apprentices benefited from anenriching and empowering professional experience at Ubisoft,compared with 1,196 during the previous financial year. These
internships are instructive and act as a springboard for joining theOffering a stable employment structure is also part of Ubisoft’s
human-oriented employer brand. Over the year, 99% of theteams were hired to full-time positions. Only 1% of Ubisoft
employees are on part-time contracts, and are generally recruited
to cover the increased workload during the game creation
process, particularly during quality control or testing phases.

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CORPORATE SOCIAL RESPONSIBILITY
Acting as a responsible employer t

5.4.1.2 Develop internationaland diverse teams

Ubisoft is a global company that enriches the lives of its players
and players through memorable gaming experiences. To developthese experiences, Ubisoft has international teams throughout its
network of studios and offices. Ubisoft currently operates in
Number of nationalities
Geographic region

Americas

31 countries and its teams include 113 nationalities. It has also
developed a unique co-development model, through which
multiple teams around the world work together to develop
games, thereby fostering learning, knowledge sharing andinnovation.

03/31/22

03/31/21

03/31/20

113

111

109

03/31/22

03/31/21

03/31/20

6,577

6,609

6,252
2,755

Asia/Pacific

3,208

3,208

EMEA

10,88010,507

9,038% Americas

31.9%

32.5%

34.6%

% Asia/Pacific

15.5%

15.8%

15.3%

% EMEA

52.6%

51.7%

50.1%

03/31/22

03/31/21

03/31/20

31

31

30

Number of countries
In addition to this diversity of regions and origins, there is a wide
range of ages, since several different generations work together
within the Group, with an average age of 34.
Over the financial year, 32% of all new hires were female,enabling Ubisoft to grow gender diversity over and above thetarget set for the year. Ubisoft’s ability to attract diverse talent
has been supported by changes in the recruitment process suchas the use of inclusive language, training for hiring managers andrecruiters, removing limiting criteria such as specific schools or
seniority and more structured, objective assessments.
For more details on strategy and actions regarding diversity andinclusion, see section 5.4.2.3.

5.4.1.3 Develop new ways of working:the Future of Work program

In 2020, at the onset of the global pandemic, Ubisoft had to adapt
its ways of working and deploy remote working on a global scale.
In 2021, recognizing that the nature of work had changed
fundamentally, Ubisoft began defining the Ubisoft Future of Work– how to embrace the changes in working habits, ensure thecollective productivity required to create games, while continuing
to nurture a unique people centric culture. This work was cocreated with employees and leaders from around the world,
anchored in a common global philosophy, outlined below:■ focus on outcomes – healthy and happy teams, striving forexcellence, and maximizing our collective productivity – notwhere the work is being done;5■ embrace a hybridarrangements;

andtailored

approach

to

1
2
3

work

■ avoid a one-size-fits-all approach and empower local leaders tomake the best decisions for their teams and their projects;4■ the office remains a core pillar of the Ubisoft experience – aplace for collaboration, learning, socialization and coming
together as teams;■ test and learn – will track progress against key outcomes –happy and healthy teams, productivity and quality products –and adjust and refine the approach as needed;

5

Based on these principles leaders in each location were able todefine a local policy that took into account their specific talent andbusiness context, to ensure a relevant and engaging approach toflexible working.

6

As at March 31st 2022 31 countries have communicated anddeployed their Future of Work policy. On average, Ubisoft
employees have the opportunity to work 2-3 days a weekremotely, depending on their role and the context of the work
they are doing. A small number of roles remain office based dueto their nature or technical constraints, and some Ubisoft
employees have the opportunity to work fully remotely.

7

To support the changes in working arrangements Ubisoft has
provided managers training in how to operate in a hybrid andremote working context. As a part of this training there is adistinct focus on supporting mental and physical well-being.

8
9

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5.4.2 GUARANTEEING A SAFE, INCLUSIVE AND RESPECTFUL WORKINGENVIRONMENT
5.4.2.1 Ensure the health and safety of team members
The COVID pandemic has highlighted the importance of mental
and physical health and work/life balance in the workplace.

Ubisoft is also working to ensure that all employees in all ourstudio and business locations have access to an Employee
Assistance Program to provide confidential counselling support
for them and their families.

Monitoring absenteeism and occupational accidents
Number of days of employee absence (1)03/31/22

03/31/21

03/31/20

88,021

68,22981,491

266

282

642

88,286

68,511

82,133

Group absenteeism rate linked to occupational accidents and illnesses (3)

2.1%

1.4%

1.9%

Average number of days’ sickness per employee

4.30

3.50

4.80

Illness (all reasons)Occupational accidents (2)TOTAL(1) Days of absence are defined in working days
(2) Occupational accident = fatal and non-fatal accidents occurring during or due to work, according to local practices. Occupational accidents are only recognized ifthey have been reported to the relevant authorities and are being dealt with by said authorities(3) Calculation method = total number of days of absence over the scope used/sum of theoretical number by company of days worked without these absences

Health and safety in the workplace

03/31/22

03/31/21

03/31/20

Number of occupational accidents with time off (4)

51

29

43

Number of fatal accidents

—

—

—

Frequency rate of occupational accidents with time off(5)

Severity rate of occupational accidents with time off (6)Number of occupational illnesses (7)

2

1

1

0.008

0.008

0.021

0

0

0

(4) For this Indicator, occupational accidents and illnesses are only recognized if they have been reported to and are being dealt with by the relevant authorities(5) Number of occupational accidents with time off/total per company (no. of days worked * theoretical number of annual hours worked per employee) x 1,000,000(6) Number of days lost per occupational accident/total per company (no. of days worked * theoretical number of annual hours worked per employee) x 1,000(7) Occupational illness recognized according to applicable local legislation

The overall situation is returning to that seen in FY20, before theCovid-19 pandemic, with the number of days off due to sickness
declining from 4.8 per employee in FY20 to 4.3 in FY22. Although
the number of absences due to illness increased between FY21
and FY22, the number of days’ absence for occupational
accidents continued to decline, and the number of accidents wasalmost stable compared to FY20, improving the severity rate
calculated above.

Facilitating access to healthcare professionals

Free, low-cost, or refundable medical consultations are available
at some of the Group’s largest sites (for example Montreal,
Toronto, Shanghai, Bucharest). These services are available not
only to team members but to their families as well.

FOCUS: OUR SUPPORT FOR OUR EMPLOYEES IN UKRAINE
Ubisoft has been monitoring the geopolitical situation in Ukraine
since 2014 and reinforced its efforts in November 2021 whentensions with Russia escalated.
At the beginning of December, a dedicated, cross-functional
crisis cell was mobilized with the objective of ensuring thesafety and wellbeing of teams. To date, the crisis cell has taken
the following actions in order to support Ubisoft’s Ukrainian
employees and their families:■ Prior to any military actions, all employees working in
Ukraine were given the possibility to relocate to a place
where they felt safe.
■ Financial support was provided in the form of an exceptional
allowance and advance salary payments.
■ Ubisoft subsidiaries in Poland and Romania have organizedaccommodation, food and other support for Ukrainian
employees and their families able to cross the borders.

144

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22■ A psychological support hotline in local language and 24-hourcommunications support through the existing Ubisoft
customer support centres have been put in place; Ubisoft
has also implemented an emergency messaging systemenabling communications through text messages tocontinue in crisis zones.
■ Accelerated mobility opportunities for Ukrainian employees
wishing to relocate permanently to another location.
In addition to the activities directly supporting our employees in
Ukraine, Ubisoft has held listening sessions with Ukrainian andRussian nationals working outside of their home countries andthe Ubisoft Russian team. These listening sessions, hosted by
our VP Global D&I and Chief People Officer have helped Ubisoft
better understand how to best support teams during this very
complex time.

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CORPORATE SOCIAL RESPONSIBILITY
Acting as a responsible employer t

5.4.2.2 Ensure a respectful working
environment

In 2021 the Ubisoft Singapore studio was audited by TAFEP(Tripartite Alliance for Fair & Progressive Employment Practices)
the national watchdog for fair employment practices. Following
multiple months of investigation TAFEP concluded that the studiohas a structured system in place to handle misconduct reports
and that reports were dealt with appropriately.

■ Building on the deployment of Whispli in 2020, continued
improvements to the process for reporting and managing
potential misconduct.

5.4.2.3 Put Diversity and Inclusion
at the heart of our strategy

In the summer of 2020 Ubisoft launched the Respect roadmap, inorder to respond to issues of workplace conduct and ensure asafe, inclusive and respectful workplace for all. Through 2021 a
number of key initiatives have occurred:■ Recruiting a team of experts to establish a new global
Employee Relations function, responsible for managing thereporting and investigations process and for working withmanagers and HR on any required actions; moving forward
this team will start to work more proactively with managers
and HR on preventative actions.
■ Publishing of an updated Code of Conduct in order to clarify
what is expected from employees in terms of business ethics
and respect at work. In June 2021 a communication campaign
was run which resulted in 96% of employee signatures on
31st of March, 2022. Going forward this campaign will be run
annually.
■ Publishing global policies on Anti-Harassment, AntiDiscrimination, No Retaliation and Personal Relationships atwork, followed by the deployment of a global training. This
global training will be refreshed annually in the form of amandatory e-learning module dedicated to anti-harassment.
■ Implementing a new employee listening strategy, anchored ina new global employee survey, Ubisoft XP, leveraging the
Glint platform. In November of 2021 the first Ubisoft XP
survey was launched with 78% participation. The Ubisoft XP
survey has specific questions related to respect including abenchmark question “I am treated with respect and dignity” –Ubisoft employees scored 82 (out of 100) on this question,
four points above the external benchmarks provided by ourpartner Glint.
Ubisoft has partnered with a firm specialized in dealing withworkplace behavioral issues to ensure confidentiality andneutrality in the reporting process. This firm provides the top
management and the members of the Board of directors with anannual update on the situation within the group. In 2021, Ubisoft
established an independent Ombuds for Canadian entities. In its
first annual report, the Ombuds concluded that, “the type andnumber of requests addressed to the Ombuds are comparable tothose received for other companies”.

5

Ubisoft has ramped up its efforts to encourage diversity andinclusion within its teams with a view to creating a healthy andinclusive working environment and fostering creativity throughdiverse perspectives.

1

The Group strives to be an essential employer for talented
employees with diverse expertise and from different cultures.
Ubisoft aims to achieve this goal by continuing to enhance its
inclusive and international culture and by strengthening themeasures taken to ensure that all teams can achieve their fullpotential.

2

The Global VP Diversity & Inclusion (D&I), with the support of theGroup’s executives, has created an action plan to make Ubisoft aleading player on diversity and inclusion in the tech andentertainment sector.

3

The overall D&I strategy was shared with the entire Group inJune 2021. It is based on 4 pillars: colleagues, culture, content,
and community.

4

Colleagues

Ubisoft wants to build the most creative, inclusive, and diverse
teams in all areas of expertise. To achieve this goal, the Group is
placing inclusion at the very heart of its processes while ensuring
equal opportunities for all team members. This involves apartnership with the Human Resources teams to integrate
diversity and inclusion at the heart of all the systems, tools, andprocesses that impact the employee experience. Beyond thisfocus, the Group prioritizes an inclusive approach designed to
attract and promote all types of diversity. The commitment togender diversity is a strategic challenge and the target of 24% of
women in the headcount for the year ended March 31, 2023 hasbeen included in the Chairman and Chief Executive Officer’s
multi-annual variable compensation.

5
6
7
8
9

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Number of men/women

03/31/22

03/31/21

03/31/20% Women25.45%

23.50%

22.00%% Men

74.48%

76.50%

78.00%% Other

0.07%

—%

—%

Number of men/women – Production

03/31/22

03/31/21

03/31/20% Women

23.56%

21.56%

19.90%% Men

76.37%

78.43%

80.09%% Other

0.07%

0.01%

0.01%

Number of men/women – Business

03/31/22

03/31/21

03/31/20% Women37.14%

35.01%

34.82%% Men

62.77%

64.99%

61.18%% Other

0.09%

—%

—%

Women in management

03/31/22

03/31/21

03/31/20% Women top managers (1)29.00%

27.00%

22.10%% Women managers (2)25.40%

24.10%

23.60%(1) A top manager is defined as a member of the Executive Committee or a Director reporting directly to the Executive Committee, or a Subsidiary Managing Director(2) A manager is defined as someone who is hierarchically responsible for at least one person (including interns not counted as staff)

03/31/22

03/31/21

03/31/20% of women hired

32.90%

28.70%

24.20%

Training rate by gender

03/31/22

03/31/21

03/31/20

Women

38.50%

66.60%

65.40%

Men

31.50%

62.10%

60.50%

Other

16.70%

100%

100%

PERCENTAGE OF WOMEN AT UBISOFT

25.45%AT MARCH
03/31/22

23.50%AT MARCH
03/31/21

At the end of March 2022, the Group comprised 25.45% womenand 74.48% men, representing an improvement of 1.9 points
compared to March 2021. The increase in the percentage ofwomen in the workforce is the result of efforts made by all
subsidiaries, in particular by increasing awareness-raising
initiatives and the visibility of vacancies among women. Efforts
have also been made by training schools specializing in video
gaming, where students are 80% male, to include more womenin their new intakes.
With a view to encouraging gender equality, Ubisoft also
launched a mentoring pilot program this year, called Upgrade,which aims to pair senior and less experienced women teammembers to boost their careers.
Ubisoft is also rolling out initiatives for the employment of people
with disabilities.

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At present, 81.1% of team members work in premises
accessible to persons with disabilities.
For the third time, Ubisoft took part in Duoday, an event
proposed by the French government and Europe to facilitate theemployment of people with disabilities. A total of 17 duos werecreated to raise awareness before, during, and after the day.
During the national month dedicated to raising awareness of theemployment of people with disabilities, Ubisoft Philippines
created official guidelines on color-blindness and assisted withthe creation of visuals. Also, a workshop hosted by the non-profit
Deaf Rainbow Philippines (DRP) was organized for employees
wishing to learn Philippine Sign Language.

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Ubisoft integrates D&I into all aspects of the team members
experience, from its internal tools to the onboarding process.
For example:
Keen to respect the identity of each individual, for more than ayear the Group has given non-binary employees the option to beregistered as neither man nor woman in the Group’s humanresources monitoring tools. For the first time, D&I was integrated
into the Group’s survey strategy with the Ubisoft XP survey
carried out in November 2021, which included questions about
equal opportunities and authenticity at work. The score on theauthenticity question, “I feel I can be myself at work”, was 79%.
The score on the issue of equal opportunities, “Everyone has
equal opportunities at Ubisoft whatever their background”, was
63%. These results will be used to guide the Group’s future
actions to create a more welcoming and inclusive workplace forall teams.
The creation of inclusive tools and systems is also part of theGroup’s strategy to foster an inclusive working environment.
In 2021, a preferred pronoun option was added to our intranet.
A D&I presentation was included in the onboarding process toensure that everyone understands the Group’s ambitions interms of diversity and inclusion. D&I teams also work with local
and global recruitment teams to address prejudice and identify
opportunities to be even more inclusive.

CultureIn order to encourage a culture of inclusion in which everyone
feels seen, listened to and considered, Ubisoft wants to continue
to support and develop Employee Resource Groups (ERGs).
A position has been specifically created to carry out this mission
with the ERGs. ERGs have played an important role in thedevelopment of D&I initiatives at Ubisoft and were a very
valuable source of feedback for the Chairman and CEO, the Chief
People Officer, and the Global VP Diversity & Inclusion.
ERGs are set up and managed by team members ‒ they bring
together people with shared identities or experiences. These
groups provide support and safe spaces to chat and share andcontribute to team members’ well-being and professional
development. Today, Ubisoft has seven global ERGs. In addition
to the development of ERGs, training teams on D&I topics is a
key part of the Group’s strategy. In March 2022, a pilot training
program on diversity and inclusion was launched within the HR
teams. In early 2022, a training program aimed at improving
intercultural
management
waslaunchedamongthe
300 managers of the publishing team. Ubisoft now wants toextend this type of initiatives to the entire Group.

Content

Ubisoft ensures that its games reflect the diversity of players by
integrating D&I into the production process as well as throughinitiatives such as the Content Review Group. Furthermore, theaccessibility of games is increasingly directly integrated into the
Ubisoft game creation process and in our online sites. Progress
made is detailed in section 5.3.

Communities

Ubisoft works with external partners to broaden its knowledge ofdiversity and inclusion and advocate inclusion in the video gameindustry. For example, since 2019 Ubisoft has been working
alongside Women in Games to strengthen the representation androle of women in the video game industry. The initiatives carriedout are detailed in section 5.5.

5

5.4.2.4 Foster constructive social dialog
and listening to understandemployees’ needs and expectations

Social dialogue is an important element of ensuring a safe,
respectful and inclusive workplace and in ensuring employee
input into company strategy and operations. The Ubisoft
approach is anchored in open exchange and collaboration withteams, and where required by law, is governed within theframework of a formal employee representative structure. In
France, this representation of the teams is ensured through theexistence of Social and Economic Committees (CSE) in all
required locations. Within the framework of these bodies,
employee and Management representatives meet regularly to
discuss the company’s operations and future strategic guidelines
and, where applicable, enter into collective agreements on
specific topics (for example, incentive plans in France). At
March 31, 2022, two collective bargaining agreements were inforce in France on incentives and profit-sharing, in line with theprevious financial year.

1
2

The Group promotes dialog through its internal social network,
which enables interaction at all levels of the Company. Thiswidely-used platform is accessible to all teams. It encourages theexchange of information and provides a forum for commenting on
a variety of issues, such as new developments in the video gameindustry or sharing best practice.

3

For over two decades, Ubisoft has conducted a global employee
survey, Express Yourself, every two years. The purpose of thissurvey was to measure the teams' understanding andcommitment to Ubisoft’s strategy, and collect their feedback on
key workplace subjects such as well-being, career management,internal collaboration and communication. This year, Ubisoft has
evolved the Express Yourself survey and implemented a new
approach for listening to employee feedback. The cornerstone ofthis new employee listening strategy is a new annual survey –Ubisoft XP – powered by an external tool from our partner,
GLINT. Working with GLINT also enables access to theirbenchmark survey data from 800+ companies as an external
point of reference. In November 2021 Ubisoft conducted the firstUbisoft XP survey with an Engagement index of 74%, comparedto 75% from GLINT’s benchmark data. For 2022 targets havebeen set, and agreed with the Board, on key questions covering
overall Engagement, Respect and Diversity & Inclusion. Ubisoft
XP will be run at least once a year, with the opportunity for local
studio or business teams to launch their own location specificsurveys using the same platform and leveraging the same global
database. The GLINT platform provides all people managers and
HR teams access to data and powerful analytics to better support
them transform employee feedback into insights and mostimportantly, concrete actions.

4
5
6
7
8

The Employee Representative Groups (ERGs), detailed above insection 5.4.2.3, are another important channel for employee
feedback, in particular from under-represented communities.
Finally, top management holds sharing sessions throughout theyear (at a global, business entity or local studio level) providing
employees’ the opportunity to ask questions and provide
feedback directly.

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5.4.3 DEVELOPING TEAMS MEMBERS' CAREERS AND SKILLS
5.4.3.1 Develop the employability
and skills of our teams

At Ubisoft, people are at the heart of our business. Working in afast moving and tech-enabled industry it’s necessary toconstantly be giving employees the opportunity to develop andTraining (excluding e-learning)

03/31/22

03/31/21

03/31/20

Total on-site training hours

85,457.20

147,054.60

191,704.50

33.20%

63.10%

61.60%

12.50

12.00

18.20

03/31/22

03/31/21

03/31/20

675

748

681

19,65014,6188,311% of average headcount trained
Average duration of training (in hours) per employee trained
E-learning

Number of e-learning modules accessible to all employees
Number of people trained via e-learning■ This year, 85,457.2 hours of training were completed, with33.2% of Ubisoft’s workforce taking part. Training lasted anaverage of 12.5 hours per employee trained.

■ internal and external conferences with experts, researchers
and/or professors and international meetings to discussspecific areas of expertise;■ The number of hours of on-site training decreased in FY22,
as the health crisis meant a large number of employees were
working from home, which limited opportunities for in-classtraining (note that in 2021, under similar health conditions, thefigures were high due to the massive rollout of antiharassment training).

■ online discussion forums are available to the teams to
exchange ideas on various topics.

In 2021, the Covid-19 crisis accelerated the development of elearning, making training available to more employees. As such,
this year, 19,650 people attended an e-learning course.
The video game industry requires rare skills that are in highdemand on the labor market (production, online, testing, e-Sport,
community management, digital marketing, data science, artificial
intelligence, cloud computing, UX, etc.) as well as leadership,communication, and collaboration skills inherent in companies
operating in fast-growing and disruptive markets. The Group
closely follows emerging societal and technological trends andadapts its training offering accordingly so as to ensure that theteams’ skills remain consistent with the latest market
developments. Training aims to cover all levels of expertise, fromthe most junior to the most senior, and all types of learners. To
achieve this, a multitude of learning opportunities are available,
providing teams with the opportunity to compare best practices
and improve their know-how, as well as offering more traditional
training courses to improve specific expertise. The most common
are:■ on-site training and virtual classrooms;■ digital training courses that combine e-learning modules withselected content from the online training catalogs;■ communities of practice established for key business families(for example, producers) or critical skills (for example,
monetization or blockchain);■ resources in different formats, accessible to all, to meet therequirements of all learners: Q&A, surveys, market analyses,
benchmarks, videos;

148

grow new skills. Learning & Development at Ubisoft is achieved
through formal classroom and on-line training, self-study options,but also through formal Communities of Practices and formal andinformal mentoring programs.

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An important part of the Ubisoft learning culture is the ability forteams to identify or create their own content and then sharewithin the Ubisoft community. A dedicated learning andKnowledge Management team has been established to identify,organize and distributed employee-generated contented
leveraging our internal collaboration tools.
This learning culture is also evident in the way internal experts
organize best practice and knowledge dissemenation throughsharing sessions, videos and dedicated articles shared via thegroup intranet.
This year, to accelerate the development of critical technicalskills, specific training programs on UX, monetization, project
management and AI have been rolled out.
These training and skills development actions reflect Ubisoft’s
desire to offer equal opportunities to all team members so thateveryone can develop, improve their skills or acquire new ones,
and take on new responsibilities.
Communities of Practice (CoPs) are a key competitive advantage
for Ubisoft in terms of talent management, culture, andcollaboration. CoPs are groups of people with common expertise
who want to share their know-how with others. Ubisoft currently
has 80 internal CoPs, some of which focus on a particular topic(such as artificial intelligence), while others are dedicated to
specific business expertise (for example, creative management).
The philosophy of the CoPs is based on three pillars: talentdevelopment, innovation and excellence, and collaboration andcollective intelligence. For example, the XR (Extended Reality)community is a think tank on the opportunities that XR could
bring for Ubisoft, while the Voxel community is made up of teammembers who use this new technology in their projects and forma technical self-help group.

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5.4.3.2 Put listening and exemplarity
at the heart of our performance
management system

Ubisoft has a performance philosophy that seeks to recognize
and reward the overall impact of each employee on our strategy:
it’s not just about the achievement of objectives but also how
those objectives are met.
In 2021, Ubisoft implemented an additional performance attribute
relative to exemplarity. The addition of this attribute ensures thatmanagers take into account their teams’ overall impact and havea way to recognize and reward behavior that promotes arespectful, diverse and inclusive working environment, and toclearly identify any shortcomings that an employee needs toremedy.
The performance management ecosystem at Ubisoft includes atleast two formal meetings between the employee and their
manager during the year, to review performance, progressagainst objectives and discuss career aspirations. The annual
check-in is also an opportunity to discuss compensation and set
clear objectives for the coming year. Ubisoft has an internal
systems MAP to support this process, including the setting ofobjectives, the collection of feedback and the documentation of
discussions.
Following feedback from employees, in 2021 Ubisoft introduced
an automated 360 degree feedback functionality into theperformance management process, providing managers a holistic
view of their teams performance. Further building and supportinga feedback culture at Ubisoft will be a priority for fiscal year 2023.

5.4.3.3 Reward performancein a holistic manner

Ubisoft has a total rewards philosophy that is anchored in driving
performance, providing fair, transparent rewards that provide
financial security, while balancing market competitiveness andoverall affordability.
On an annual basis individual salary increases are defined
depending upon individual performance, the level of expertise in
the role, and the position of the job on the market. A particular5

focus is taken to ensure equal treatment between women andmen and for under-represented minorities (in those places we areable to track the data today). Since 2014, Ubisoft has regularly
refined its analysis and calculation methods to provide an evermore relevant view of the differences observed between the
average compensation of women and men.
To further improve the accuracy of these analyses, the Groupdecided in 2021 to launch an annual audit process carried out by
an external partner, AON.
In March 2022, the gender pay gap for Ubisoft employees (1) was
1.3%, down from 1.7% in 2021. This outcome was validated by
AON who observed that this result is lower than the average gap
observed in the industry (2). This reflects the Group's commitment
to guaranteeing equal treatment between women and men.

1

Across different businesses in Ubisoft there are a number ofbonus programs providing short-term cash incentives to reward
performance and align employees around business outcomes. In
general employees at all levels are able to participate in a bonus
program with increasing variability aligned with seniority.
A combination of Group, entity, project and individual
performance determine individual payouts.

23Long-term incentives (LTI) are also awarded to the most critical
employees in key roles, through the allocation of free shares andstock options. In line with industry norms, over the last few years
Ubisoft has evolved it’s LTI programs to be based on shareawards with stock options reserved for Top Management. At theend of March 2022 and all plans combined, 12,9% of employees
benefited from this.

4

In addition, Ubisoft offers all employees the possibility to become
shareholders through an advantageous employee shareownership program run on an annual basis. In 2021, 49,1% of
employees participated in this program, providing these
employees a way to directly benefit from the financial success ofthe company.

5

Finally, the Group ensures that salaries, contracts and working
conditions allow all employees to have financial security.. Items
related to payroll costs are more precisely presented and detailed
in note 13 to the ﬁnancial statements.

6
7
8
9

(1)

(2)

Employees with a permanent or temporary employment contract, excluding work-study employees and employees of recently acquired companies or
those in the process of acquisition, namely Kolibri, Green Panda Games, and i3dThis pay gap was calculated using a different methodology from previous years, the AON model, whereas the gap for 2021 (1,7%) and 2020 (2,2%)
were calculated using an internal model. For further information on the methodology applied, please see 5.1.4

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5.4.4 RISKS ASSOCIATED WITH RECRUITING AND RETAINING TALENTS
Regarding the following risks, please refer to section 3.1.2 forpotential effects on the Group and control and mitigation
measures.

Loss of know-how, experience andprofessionalism

The Group’s success largely depends on the talent and skills of
its production and marketing teams in a highly competitive
international market.
Several factors can lead to the loss of know-how, experience andprofessionalism among team members, including:■ the increasing juniority of the workforce due to the combined
effects of the need to recruit teams to enable the Group's
growth and the difficulty of attracting experienced talent in ahighly competitive sector;■ the use of a large number of junior staff requires greater
support from experienced employees; this can significantly
increase senior employees' workload and be a factor in theirdecision to leave;■ high turnover associated with the inability to retain talent in a
fiercely competitive environment;■ a lack of skills to handle technological developments and meet
digital or free-to-play needs, or a lack of cross-expertise (HD,
mobile) for example for the development of cross-play;■ training programs not adapted to the sector's challenges.

Inability to attract and retain talentWith strong organic growth, Ubisoft has placed its teams at thevery heart of its value creation process. The Group’s long-term
potential is highly dependent on its ability to attract and retain
talent in an extremely competitive environment.
Ubisoft faces increasing pressure from its direct competitors in
the video game sector (more aggressive wage policy, etc.), as
well as from other sectors in search of the same talents(engineers, etc.), such as GAFAM. For this type of profile, thetalent market has become global and the different geographicalareas are now in competition with each other. This could lead to ashortage of resources, either in quantity or quality, which could
turn out to be damaging to the development of the Group.

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Moreover, the video game industry requires a certain number ofinnovative skills located at the forefront of their respective fields.
In this context, the Group is exposed to a situation of
dependence on certain key talents whose creativity or technicalexpertise is rare and therefore highly valued in the market(artificial intelligence, cloud gaming, data, etc.). This scarcity ofskills can lead to companies outbidding one another in terms ofcompensation. Similarly, Ubisoft has a duty to ensure that eachindividual has the most up-to-date skills in his or her specific area
and thereby to avoid the skill sets and expertise held by its teams
becoming obsolete as a result of rapid technological changes,
which could be damaging to the quality of the games produced.
In addition, damage to the Group's reputation and image, or to its
working environment, may also impact its appeal and retention oftalent.

Misalignment between enterprise values
and new team members’ expectations

Adhering to the company’s values is a factor of balance andcommitment for team members.
There are high expectations from the teams, particularly theyounger generation, on issues related to CSR and societal
engagement (inclusion, diversity, etc.) as well as well-being at
work for an improved work-life balance (leading to new ways ofworking: remote working, possibility of working from anywhere,etc.).
The challenge for Ubisoft is to be able to reconcile these
expectations – which is essential in allowing talented staff
members to express their potential - with the constraints theygenerate (regulatory, organizational, etc.).
If Ubisoft fails to adapt to its team members' new expectations,particularly in terms of the working environment, this could leadto the departure of talent, a loss of team efficiency and a fall invalue creation for the Group. Similarly, it could affect Ubisoft's
attractiveness in a highly competitive sector.

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5.5

5

DEVELOPING OUR LOCAL ANCHORAGE

Ubisoft promotes local economic development and is committed to the creation of sustainable links with the community. The Group is
active via:
■ contributions to the development of employment and the local economy;■ commitments to promote social causes related to its business.

5.5.1

SUPPORTING LOCAL ECONOMIC GROWTH

Strengthened by uninterrupted growth in sales and headcount,Ubisoft contributes to local economic development by creating
direct jobs, supporting local employment, and giving preference
to local companies for local services for team members.
The Group, remaining loyal to its entrepreneurial roots, iscommitted to assisting local start-ups and innovative initiatives inthe digital and entertainment sectors, and is participating in theemergence of new regional centers of expertise in various stateof-the-art sectors (programming, artificial intelligence, etc.).

Ubisoft contributes to local economic
development by creating jobs in the districts
and cities where the Group has chosen
to set up premises

Ubisoft, which pays close attention to its impact on the local job
market, is careful to locate itself in cities that have a strong poolof talent and to select local service providers for the services
supplied to its employees. This policy has been in place forseveral years and is designed to be sustainable, which is why theGroup measures the economic footprint of its main subsidiaries
on a regular basis in order to customize the measures taken.

The latest Montreal International study indicates that Ubisoft’s
activities in Quebec generated 4,765 direct jobs in 2020 and an
average of around 2,175 indirect jobs per year.

1

The hiring and development of local talent is essential to support
the growth of the Group. At the end of March 2022, local teammembers accounted for 80.6% (1) of the Group’s workforce,
stable overall with the figure for the previous financial year.

2

In line with its diversity policy, the Ubisoft group also encourages
multiculturalism within its subsidiaries by local recruitment ofdifferent nationalities and by sending employees on international
secondments. This only happens in cases where rare skills are
not available locally.

3

Ubisoft supports research and developmentin the regions in which it operates

Support for RESEARCH AND DEVELOPMENT allows Ubisoft tobridge the gap between academic research and video gameproduction in order to create the tools and processes of the
future.

4
5

FOCUS: UBISOFT LA FORGE
Facilitating technological prototyping based on academic
progress:
Ubisoft La Forge is a gateway between academic research andvideo game production. It combines Ubisoft’s resources withthe expertise of academic researchers to advance innovation in
the video game industry while helping to solve real-world issues
through scientific publications. After five years of explorationand experimentation, Ubisoft La Forge announced the
expansion of its R&D network in several studios around theworld with teams now located in Canada, China, and France,
and the launch of activities in Germany.
A benchmark in R&D in the video game industry with more than
70 prototypes, 30 of which have already been integrated into
production technologies, and more than 25 major scientificpublications.

Ubisoft gives preference
to local businesses and suppliers

Ubisoft also contributes to local economic development by callingon local companies to provide a wide variety of services toensure its team members’ well-being at work.

(1)

Ubisoft La Forge now encompasses the majority of the Group’s
technological R&D activities, with the ambition of creating evermore realistic worlds, supporting creators, and developing
powerful tools that improve players’ experience.

6

For example, in 2021, in partnership with York University andthe University of Waterloo, Ubisoft La Forge Toronto worked on
two research projects funded by Ubisoft and MITACS.

7■ Speech to Gesture research focuses on ways tosystematically identify various types of speech (anger, joy,etc.), which can then be directly translated into movements
and gestures. This research will benefit the entire animationindustry.
■ Dead Reckoning seeks to build a better forecasting model ofa player’s location in an open-world online game. Dead
Reckoning technology is used by all transportationindustries, including airlines, car-sharing, etc.

8

A number of subsidiaries accordingly give preference to local
suppliers who take account of social and/or environmental criteria
in their services, thereby increasing the sustainability of the local
economic fabric.

9

The use of local products is a practice which is widespread
across the various sites. In addition, the largest sites offer theiremployees the opportunity to receive baskets of fruit andvegetables from local growers.

Information collected on a voluntary, declarative basis

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5.5.2 SUPPORTING CAUSES RELATED TO OUR BUSINESS
Every year, Ubisoft engages with local communities by offering
innovative pathways to develop digital education and make thepower of play available to the largest possible audience, by taking
action through its four key pillars.
We are convinced that playing is a way to foster the creation ofsocial ties and encourage self-development. Launched at the endof 2017, the Group’s “Play for Good” charity program provides
games and organizes events for disadvantaged people. Under
this program, Ubisoft allows team members to engage with theircommunities over the longer term by making available volunteer
days and donating games:■ volunteering days: the Group allows in-house team members
to use up to three paid workdays per year for their community
activities. This has allowed several subsidiaries to organize
charitable teambuilding days, with team members working tohelp a local cause (repainting a house, sorting and distributing
food packages, etc.);■ the Good Game initiative: each team member has theopportunity to gift Ubisoft games for PCs to the associations
or public bodies of their choice. The Group has donated800 video games to MO5.COM to preserve video game
heritage, and to the Les Petits Princes non-profit, whichmakes the dreams of seriously ill children come true.
The Group wants to contribute positively to the development oflocal ecosystems through its four key pillars: EDUCATION,
ENTREPRENEURSHIP, CULTURE and THE ENVIRONMENT.

Ubisoft encourages young people to become
interested in the video gaming sector
and in new technologies by offering
innovative education programs

EDUCATION is the Group’s first key pillar. To help students
prepare for a future career in the digital world, Ubisoft teammembers are committed to sharing their knowledge and skills.
Since 2018, the Ubisoft Education program based on a Montreal
initiative has three objectives: to attract more young people toscience, technology, engineering, and mathematics-related
subjects, to support the development of young people’s skills inthese areas, and to diversify the technology talent pool. In thesame vein, several initiatives were implemented or renewed in
the Group’s subsidiaries in 2021, also raising awareness of thefight against discrimination:152

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Promote science, technology, engineering,and mathematics among young people

In Quebec, Ubisoft has partnered with Code MTL, which
promotes digital literacy through visual programming in children
between 5 and 12 years of age. The goal is to introduce students
from kindergarten to the sixth year of elementary school to thebasics of coding through eight fun workshops. The Code MTL
program uses Scratch educational software, which brings
together 40 million projects created and shared by some
15 million children around the world. Every year, more than 3,000Montreal students and their teachers take part in eight fun
programming workshops, with the support of Ubisoft.
Ubisoft Gaming School is a free week-long program that allows
young people aged 14 to 17 to discover the different aspects ofvideo game design through a series of workshops and group
work. Ubisoft developers support students and help themdevelop basic skills in production as well as in communication,
collaboration, presentation, and creation. At the end of the
program, participants present their games to their families anddevelopers. Launched in the UK, this program has been extended
to Annecy, Düsseldorf, Newcastle and Leamington Spa.
The studios pay particular attention to applications from:■ young people from underprivileged districts;■ women and non-binary persons;■ neurodiverse persons.
To expand access to this program for young people, a new virtual
format is being developed. It will include animated introductions,tutorials, expert videos, and will aim to be accessible to all.
In November 2021, Ubisoft Belgrade and the French Institute ofBelgrade created the Game Dev School for Girls program, inwhich teams hosted five sessions for eight girls aged 12 to 15 tointroduce them to careers in programming. They used the
Rabbids Coding! game to illustrate their classes and at the end of
the five sessions the students were able to create their own levelin the game. Ubisoft Belgrade intends to repeat this program
every year in order to continue to inspire young women.

Develop the skills of the next generations

Since 2016, Ubisoft Philippines has been pursuing its
commitment to education through a partnership with De La Salle
University (DLSU). In 2021, the studio was behind 16 initiatives:
mentoring sessions presented by artists, programmers, level
designers, game testers, and recruiters, who also guided
students in the creation of their own games. Conferences onvideo game professions were held throughout the year. Someteam members (Ubi Professors) have committed as teachers todevelop two comprehensive interactive entertainment diploma
programs with DLSU.

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As announced last year, Ubisoft launched a competition to create
additional levels for the game Rabbids Coding! This competition
was organized internationally. More than 300 registrations werereceived in 85 schools and universities from around ten countries.
From all the levels submitted, eight students were selected by ajury of specialists and the User Research Lab. On September 8,
2021, the students attended an online ceremony where theypresented their work and were able to discuss with Ubisoft teammembers.
This competition was organized in collaboration with the NGO
Libraries Without Borders, also a member of the jury. Under thispartnership, Ubisoft has decided to contribute €50,000 to the
NGO to support its actions and develop collaboration over thelong term. Libraries Without Borders has been working since2007 to provide the world’s most vulnerable people with themeans to learn and educate themselves, in particular through the
Ideas Box, a traveling multimedia library.
In line with the partnership with the Quebec organization, Fusion
Jeunesse, launched in 2019, the initiative is continuing with theQuebec studios (Montréal, Québec, Saguenay, and Toronto) andteams in Ontario, Bordeaux, and Paris. The objective is still toapply the concepts learned in class and to strengthen the
motivation of the most vulnerable young people. Over
1,735 young people took part in the experiment between 2021
and 2022.

5

Diversify the talent pool

Kids Code Jeunesse is a bilingual, not-for-profit Canadianorganization that aims to give each child access to digital skills
education, particularly for girls and the most vulnerable
communities. The organization offers free introductory activitiesin schools and public spaces, allowing young people to explore
coding and its infinite possibilities. As the organization’s firstpartner, Ubisoft has supported the development of the Code
Québec initiative, committed to introducing nearly 600 teachersand 15,000 children to the basics of programming by the endof 2022.

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To celebrate National Day for Truth and Reconciliation, Ubisoft
Toronto announced its partnership with Hack the ROM at theRoyal Ontario Museum (ROM). This digital learning program
engages indigenous students and their peers in north and south
Ontario by developing their digital literacy skills and connecting
2,046 students with indigenous knowledge and ancestral objects
at the ROM. Ubisoft Toronto team members volunteered as
mentors to design and animate indigenous ancestral objects thatwill be used by the students in the creation of their own
video games.

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FOCUS: PARTNERSHIP WITH SIMPLON TRAINING ORGANIZATION
In order to increase its commitment to diversity in thetechnological professions, Ubisoft has partnered with Simplon,a network specializing in inclusive digital training. Thispartnership bore fruit in October 2021, when lessons began for
the first class offering people excluded from employment thepossibility to become network system technicians or seniortechnicians. The first class has 17 students, including
12 women.

Many of the Group’s subsidiaries have helped
combat discrimination with fun and festive
activities

Ubisoft raises players’ awareness of all forms of discriminationand promotes diversity and inclusion in games as well as in reallife.
Since February 2022, Ubisoft has been in partnership with the
Afrogameuses association, which aims to encourage a more
representative video game ecosystem for ethnic minorities at alllevels: characters, streaming platforms, training, e-Sports, and in
the workplace. Afrogameuses, with Women in Games France,
organized a coaching session for members of both associations
to mark International Women’s Day 2022. The purpose of thissession was to encourage the careers of women and non-binary
people in the video game industry through group and individual
coaching, to boost participants’ confidence and understanding ofrecruitment practices, and to create a networking effect withmeetings between participants and representatives from
Ubisoft’s HR team.

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After six months of intensive training, participants will begin a
one-year work-study program with Ubisoft’s IT teams. This joint
program funded by Ubisoft aims to strengthen gender diversity
in high demand system and network administration positions.
The work-study participants will be hosted at the Groupregistered office in the Paris region as well as in the Bordeauxand Annecy studios from May 2022. Ubisoft intends to extend
this pilot program nationally and internationally.

5

Several studios organized Diversity Months and Pride Months or
initiatives to raise teams’ awareness of inclusion and diversity:

6■ for example, in 2021, Ubisoft Reflections sponsored a
Northern Pride project entitled “Life in Lockdown”. This was
one of the activities that replaced the physical celebration ofPride weekend in 2020. The project focused on how the
pandemic has changed people’s lives and documented how,in a difficult situation, individuals thrive, are creative, set up
businesses, connect with new people, and support eachother, as well as placing the spotlight on a myriad of otherpositive outcomes during the lockdown;7■ the Bulgarian studio in Sofia set up a number of initiatives inwhich team members can participate on a voluntary basis:
screening of films every week focused on broadening
viewpoints and promoting diversity, video-conference cooking
courses to discover the world’s culinary traditions, photo
contest on diversity, and additions of books to the studiolibrary. Over the year, the studio in Sofia also provided teams
with tools and content on diversity and inclusion (internal andexternal resources).

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In 2019, Ubisoft Paris and the Toronto studio launched “Ubisoft
Future Women in Games”. After a successful first edition, thisprogram continued in 2021, and is still dedicated to womenstudents and young graduates, allowing them to benefit from theexpertise of the studio’s specialists in programming and gamedesign. Joined by Ubisoft Annecy, Kiev and Odessa, the program
has been renamed “WomXn Develop at Ubisoft” because it isopen to women and non-binary people. The latest session began
in January 2021 in Annecy and Paris and more than 30 womenand non-binary people were given coaching and support inrealizing their projects from experts in programming and gamedesign. Womxn Develop at Ubisoft helps participants gain selfconfidence and build a network in the industry.
On June 28, 2021, Ubisoft San Francisco organized a charity live
stream, Mythic Quest x Black Girls Code. At the start of theevent, participants attended a round table of instructive andempowering discussions on how to find a place in the industry,
how to seize opportunities, and the importance of mentoring. The
second part of the live stream was devoted to a Brawlhalla gamesession. This live stream attracted 9,816 participants. A total of$29,620 was collected for the association in 2021 ($25,000 via adonation from Ubisoft and $4,620 through the live stream event).
Black Girls Code aims to train one million women by 2040 to leadand innovate in the fields of science, technology, engineering,and mathematics.
In 2020, the Rainbow Six franchise ushered in the launch of the
Sixth Guardian program, an in-game sponsorship initiative thatallows players to donate to charity. For each season, it is possible
to purchase limited editions of cosmetic items (apparel, weapons,
accessories, etc.) in the association’s colors. All the amounts
collected are donated to the chosen charity. The first edition of
Sixth Guardian was held from December 1, 2020 toMarch 15, 2021, in partnership with AbleGamers, an association
campaigning to make video games more accessible to people
with disabilities. It raised €146,516. In season 3, players will beable to buy a pack for the new Thunderbird character. Allamounts raised will go to the charity Indspire, which aims toenable all indigenous Canadian students of this generation to
obtain a diploma. Indspire acts for First Nations, Inuit and Métis
students in remote communities, rural areas, and urban centers
across Canada.

Ubisoft supports local start-ups andinnovative initiatives in the technology
and entertainment sectors

ENTREPRENEURSHIP is the second pillar of our local ecosystemdevelopment strategy. Ubisoft actively participates in the growthand success of local tech-creative entrepreneurs.

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Provide mentoring and support to tech-creative
start-ups and independent video game studios
through events and competitions

2021 marked the fifth anniversary of the Ubisoft Indie series
presented by National Bank in Quebec and Ontario. This annualcompetition for independent video game studios offers financial
aid and mentoring, as well as creative, marketing, and financial
tools to help local studios promote their games in Canada andinternationally. Since 2016, 200 studios have submitted
applications, and more than 100 finalists have competed to win atotal of $750,000 in prizes and 600 hours of mentoring.
In addition, Ubisoft once again participated in Indie Arena Booth
Online 2021 via the Ubisoft Entrepreneurs virtual booth. The
event took place during Gamescom & Devcom on August 23-29,
2021 in Germany. Ubisoft selected seven independent studios
from the United States, Canada, Germany, and Austria, giving
them the chance to present their games to business partners andthe media. The participating teams were the winners of various
local Ubisoft Entrepreneurs initiatives (Ubisoft Indie Series, Indie
Camp, La Caravane, Newcomer Award) and a US team supported
by Ubisoft’s Open Innovation Accelerator.

Establish partnerships and collaboration
to support entrepreneurs in their projects

The following three initiatives are examples of collaborations set
up to boost entrepreneurial initiatives.
Fusion Campus, the German Center of Games Competence,
promotes skills and technologies related to video games and acts
as an accelerator for start-ups seeking to establish themselves in
the local industry. Ubisoft is co-founder of Fusion Campus andhosts the start-ups at its Ubisoft offices in Düsseldorf. The aim is
to create an anchor point for local industry and a driving force forother industries.
In France, in March 2021, the National center for film and moving
images (CNC) launched a call for projects on “Knowledge andculture” to stimulate the creation of cultural and educational
video games for young audiences. This partnership brings
together the CNC, France Télévisions, and Ubisoft, whose
participation includes a financial contribution and significant
mentoring time for the projects selected. The subsidies awarded
by the CNC in connection with this call for projects amounted to€50,000, to support independent studios during the video game
pre-production or production phase.
Finally, Ubisoft partnered with the SpielFabrique game start-up
accelerator to support its African Games Co-Production Market(AGCM) initiative. AGCM aims to encourage the growth of astrong, dynamic and independent African gaming ecosystem.
As a lead partner, Ubisoft awarded €30,000 in prizes for three
African gaming projects, as well as providing free mentoring anddrawing on its network of independent studios to foster futurecollaboration. The winners of the Ubisoft Game Concept Prize
were Kayfo Games of Senegal for its game Awa the Unmasked,
Kunta Content of Kenya for Hiru, and Jiwe Studios – also from
Kenya – for Usoni.

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5

FOCUS: UBISOFT ENTREPRENEURS LAB (UEL)The Ubisoft Entrepreneurs Lab is part of the Strategic
Innovation Lab, a think-tank coupled with a do-tank whose goal
is to consider and prepare for the future in terms of tech.
The UEL provides start-ups with a privileged framework forcollaboration with Ubisoft in the broad sense: networking (withour gaming and web3 ecosystem), business and financial
partnerships, and the sharing of expertise with Ubisoft talent ontech, gaming, finance, media, communication, strategy andblockchain.

For several years, ubisoft has beencommitted to sharing cultural andhistorical wealth through its games
and its partnerships with exhibitions open
to the general public

Ubisoft’s third pillar is to share the wealth of cultural andhistorical heritage that can be found in its games beyond its
player communities in order to gain a better understanding of theworld in all its diversity and complexity.
Ubisoft has partnered with the Micro-Folie program, a cultural
policy promoted by the French Ministry of Culture andcoordinated by the Villette cultural center in association with
12 institutions including the Château de Versailles, the Louvre
Museum, the Musée d’Orsay and the Paris Opera. The MicroFolie initiative currently represents 200 local cultural institutions,
including 162 in France and 38 around the world. Access to
Micro-Folies is free, and the goal of the program is to create
welcoming places for both school groups and the general public.
The purpose of the partnership is to offer, via the Micro-Folies
network, new ways of learning, through the educational systems
developed by Ubisoft such as Discovery Tour: Ancient Greece,
Discovery Tour: Ancient Egypt and Discovery Tour: Viking Age, as
well as Rabbids Coding! and the immersive virtual reality tour,
Notre-Dame de Paris: Journey to the Past.
To mark the 15th anniversary of the Rabbids license, Ubisoft
offered to create a new game for young players for the Château
de Versailles. This game has been published in the form of anaugmented reality mobile app available free of charge in fivelanguages. It allows children and families to play with the Rabbids

This year, Ubisoft’s teams selected 11 start-ups (including eightinternational firms) to explore two themes: positiveentertainment and blockchain.
The 2021 season notably enabled us to collaborate and build along-term partnership with the start-up Aleph.im (which
provides decentralized storage and cloud computing solutions).
Ubisoft’s teams aligned with the start-up and the services it
proposes to strengthen the Group’s internal network.

1

while exploring the gardens of Versailles from a fun andeducational perspective. This initiative won the 2021 Experiential
Activation category award from Licensing International France.
Ubisoft collaborated with the team behind the documentary film
Lady Sapiens (Little Big Story & France Télévisions), by allowing
them to use images directly from the engine of the Far Cry Primal
game. Lady Sapiens is a global program comprising a
documentary, learning material for young people, and a 12-minutevirtual reality experience. It is already present at the Paris Natural
History Museum and at the Paléosite in Saint-Césaire, CharenteMaritime. Seventeen minutes of images filmed in the gameillustrate this 90-minute scientific documentary. Broadcast on
France 5 on September 30, 2021, the film attracted a large
audience of 1.4 million prime-time viewers, a 6.7% market share,a record for the scientific documentary category. The teams from
Ubisoft, Little Big Story and France Télévisions StoryLab saw
Lady Sapiens, The Experience, win the Grand Prize at the Pixii/
Sunny Side of the Doc Festival (June 2021), as well as the Best
Educative Experience Award at Stereopsia (Brussels, September2021), and Best Immersive Experience at the Sandbox Immersive
Festival (Beijing 2021).

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On March 31, 2022, Ubisoft Motion Pictures was a partner of the“Écran d’après” event dedicated to the audiovisual sector. This
event aims to produce new audiovisual stories for a desirable
future, with the drafting of a manifesto to be signed by industry
professionals. The objective is to establish a systematic reflection
before the creation and production of content as to its social,societal, and environmental impact, and to prioritize the approach
most likely to bring about the changes needed to ensure a more
responsible, supportive, inclusive, and sustainable world.

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Ubisoft steps up for the environment

The fourth pillar of Ubisoft’s contribution to the development of
the Group’s local ecosystems is the ENVIRONMENT. The Groupdraws on the power of gaming and is strengthening its ties with
its communities in favor of the environment. To this end,
Ubisoft’s subsidiaries offer artistic or solidarity-based events thatare accessible to all in order to respond to and raise awarenessabout climate issues.
Since 2020, Ubisoft has participated in the Green Game Jam, anannual event organized by the Playing for the Planet Alliance, an
initiative launched by the United Nations. This competition aims
to raise player awareness of climate-related issues throughgameplay.
At the 2021 Green Game Jam, Ubisoft launched a campaign tosupport Ecologi, a charity dedicated to planting trees through thefinancing of climate-related projects. Thanks to the involvementof players, 566,000 trees were planted in the Ghost Recon
Breakpoint game and in Madagascar.
The program includes other in-game events throughout the year,
in addition to the commitment by 15 Ubisoft studios to the 2022
Green Game Jam to raise community awareness of climate
issues. For more information on this initiative, please see
section 5.6.5, which sets out the Group’s ambition to raiseawareness among its player communities by involving
associations to draw attention to major environmental issues.

Ubisoft responds to humanitarian crises

The year 2021 saw a series of major crises around the world thatclosely affected Ubisoft and its player communities. The Grouphas invested in a variety of initiatives to help those affected aswell as its team members.
In addition to setting up a fund worth more than €1 million to
support our Ukrainian teams, Ubisoft has donated €200,000 to
the Red Cross and to Save the Children in support of Ukraine.

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Internationally, twelve Ubisoft studios supported this cause,
mainly through additional donations to associations and internal
initiatives such as the collection of medical equipment andessential items. For more details on the Group’s efforts to
support the Ukrainian teams during this crisis, see 5.4.
To help the Afghan diaspora, in January, Ubisoft partnered with
Video Games Without Borders to provide educational support
through gaming with various projects. The Group’s teams aresupporting the NGO with the creation of a new character for thegames, “Antura and the Letters” and “Learn A New Language
With Antura”, free mobile games that help children learn to readin their mother tongue and the language of their host country.
Originally designed to help Syrian refugees, the game has beentranslated into Pashto and Dari (the official languages of
Afghanistan). A donation of €50,000 euros was made to finalize
the programming and translation of the games into Pashto andDari. Thanks to this association, the Rabbids: Coding! game willbe translated into Dari in order to make the basics of coding
available to displaced young Afghans. Finally, some specialists
provide one-time help to the NGO to help them analyze data fromtheir games.
In June 2021, Ubisoft partnered with the Swasth and Hemkunt
Foundations to help them deal with the growing Covid-19
epidemic. The contribution by Ubisoft Pune and Mumbai allowed
Swasth to purchase 17 high-flow oxygen concentrators, each ofwhich can help more than 550 patients. In total, nearly
10,000 patients have been treated with these units. The Group’s
support for the Hemkunt Foundation allowed the purchase of
32 oxygen tanks and accessories.
As part of Gamescom 2021, the German studios of Ubisoft, as
well as Ubisoft Deutschland GmbH, Assemble Entertainment andGaming Aid, organized a charity live stream named “Play for
Good – Gaming helps flood victims”. This event raised €35,000
for victims of the July 2021 floods in Germany.

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5.6

OPTIMIZING OUR ENVIRONMENTAL IMPACT

5.6.1

UBISOFT’S COMMITMENT TO CARBON NEUTRALITYAt the Climate Action Summit in September 2019, Ubisoft
committed to doing its part to fight climate change and joined the“Playing for the Planet” alliance as a founding member.
The Group has published its commitments to raise awareness ofthe climate emergency: using gaming to inspire its players to takeaction to protect the environment and continue to optimize its
carbon footprint through greater use of renewable energies, andan ever more careful selection of suppliers and technologicaldevices.

During the 2021 calendar year, the Group strengthened its
commitment:■ by making a commitment to the Science-based Target
Initiative (SBTi), an independent body responsible forvalidating Ubisoft’s global carbon footprint reduction plan by
2030, in accordance with scientific defined requirements tolimit global warming to +1.5°C. Ubisoft has defined twopriority areas of action:• obtaining commitments from its suppliers, encouraging
them to define an environmental strategy and an emission
reduction target;■ reducing its carbon footprint across the entire value chain(from suppliers to customers);

The goal of reducing Ubisoft’s carbon footprint has resulted in thedefinition of concrete actions:■ an initial decarbonization plan was launched, setting the shortterm target of reducing the carbon footprint of its direct
operations (scopes 1, 2 and 3 upstream) by -8.8% per
employee by the end of 2023 (1);■ voluntary contributions have been made to external projects
aimed at reducing or capturing emissions around the world.
These contributions represent a quantity of CO₂ equal to thecarbon footprint of Ubisoft’s direct operations in 2020 andbeyond.

1• reducing its greenhouse gas emissions in scopes 1 and 2,
in line with the goal of limiting global warming to +1.5°C,

During the 2020 calendar year, the Group defined two priority
areas aligned with its commitments:■ inspire positively: the Group continued its work to raiseawareness among its stakeholders (business partners,
employees, players) and encourage action for the climate andthe environment.

5

2■ by completing the questionnaire issued by the Carbon
Disclosure Project (CDP), in order to publish the Group’s
annual progress, both in terms of managing its impact and inits journey towards environmental leadership. The Group
received a score of B- for its environmental performance in
2020, placing Ubisoft in the “Management” category: thisbonus highlights the quality of its non-financial reports and its
management of environmental and climate-related issues.

3

Ubisoft’s participation in the CDP goes hand in hand with its
commitment to the SBTi: the SBTi guarantees the relevance of
its environmental targets, while the CDP reflects the progress
made in achieving these targets and confirms the adequacy ofboth the strategy and resources employed to achieve them.

4

In line with these medium- and long-term commitments, theGroup has set a new target to reduce the carbon footprint of its
direct operations. The new target was included in the calculationof the medium-term compensation (2) of the Chairman and Chief
Executive Officer for the financial year ending March 31, 2025
under the incentive “Reducing the carbon footprint of direct
operations (scopes 1, 2 and 3 upstream) by -10.8% per employee
by the end of 2024 (3).”

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(1)
(2)
(3)

With 2019 as the benchmark year and using the 2019 pre-covid methodology
This Indicator is presented in section 4.2 “Compensation of corporate officers”
With 2019 as the pre-Covid benchmark year and using the 2021 methodology

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5.6.2 UBISOFT’S “PLAY GREEN” COMMITMENT
Reducing greenhouse gas emissions
Objectives:■ accelerate the reduction of the greenhouse gas emissions of
the Group’s direct operations (scopes 1, 2 and 3 upstream)with a target reduction of -10.8% per employee by
December 2024, compared to the benchmark point of
9,5 tCO₂eq per employee (1). This objective, identified as
strategic, is included in the calculation of the medium-termcompensation of the Chairman and Chief Executive Officer;■ participate financially in the development of greenhouse gas
avoidance and capture projects for all residual emissions(scopes 1, 2 and 3 upstream). The objective is an annual
participation, corresponding to 100% of the Group’s
emissions that cannot be reduced in the short term;■ help raise the awareness of all stakeholders in the industry(suppliers, gaming platform manufacturers, etc.) and forge
partnerships with them to actively reduce emissions
downstream in the value chain (scope 3 downstream).
Since 2015, Ubisoft has been reporting on its environmental
impact in the interests of transparency and accountability to its
stakeholders. In 2020, the Group made a commitment tocontribute to global carbon neutrality by implementing adecarbonization plan for its operations, combined with thefinancing of climate contribution projects (also simply yet
inaccurately referred to as carbon “offset” projects).
To comply with this new commitment, a complete update of theGroup’s carbon footprint was carried out for scopes 1, 2 and 3
upstream, for a total of 148 metric kilotons of CO₂eq (2). The
Group has also financed greenhouse gas avoidance and capture
projects outside its value chain, up to the amount of its emissions
in 2021.
Among the sources of emissions identified, purchases (mainly
services) are the primary source of emissions. The production
and promotion of new games are the main categories of thesepurchases, which fell slightly in 2021. The Group also acts on theenergy consumption of its buildings and data centers. The
consumption of electricity from renewable energies has been
identified as a key action to reduce GHG emissions related to thiscategory. In 2021, all decarbonization commitments and bestpractices for the IT, Workplace, Purchasing and HR &Communication functions were consolidated in a document
entitled Decarbonization Guidance. This guide, aimed at all Groupsubsidiaries, was designed to coordinate local decarbonization
actions in order to make them more efficient and consistent.
These actions target energy (prioritizing renewable energy
sources), efficiency (optimization), restraint (assessment of actualand unnecessary consumption needs) and the transition to lowcarbon alternatives. Decarbonization Guidance is a tool thatenables each entity to identify the key actions to be taken inorder to reduce its emissions.
In addition to its own footprint and the scope under its control(scopes 1, 2 and 3 upstream), the CSR department and various
Group stakeholders have continued to review the ecologicalimpact of video games and supported initiatives in this area forseveral years.

(1)
(2)

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With 2019 as the benchmark year and using the 2021 methodology
The Group’s carbon footprint is detailed in section 5.7.3

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In order to measure the impact of its video game production as awhole, two Life Cycle Analyses (LCAs) were carried out in 2019and 2021, respectively. LCA is a standardized assessment
method (in accordance with ISO 14040/44) that measures thepotential environmental impacts of products. This method has
been applied to video games produced by Ubisoft. The productlife cycle is considered in its entirety, from the extraction of theenergy raw materials necessary for to manufacture the product toits end-of-life, distribution and use.

Inspire positively
Objective:■ increase team and general public awareness of Ubisoft
games; As a media and entertainment company, Ubisoft hasaccess to a large audience that it can inspire through its
games and content. For this reason, the Group confirms its
commitment to creating games that will encourage players totake action on environmental issues and to adopt moresustainable behaviors.
In addition, many teams and studios are working on local actions,and employee “green” committees are mobilizing in various
Ubisoft studios and offices around the world with the goal of
making work environments more sustainable. Thanks to all thesevarious initiatives and projects, the Group has been able to initiate
a positive and collaborative dynamic, and now wants toaccelerate its transformation in order to go even further in termsof positive impact and change. To that end, Ubisoft has launchedseveral projects:■ Climate School: a learning tool accessible to all Group teammembers that addresses the climate challenges of theindustry and each operational function;■ Green Weeks: an annual event to discuss and open up a
space for contributions and solutions to environmental issues
in the video game sector;■ Green Game Jam: a competition that encourages the
production teams to develop narratives that raise awarenessof their impact on the environment. The Green Game Jam is avideo game industry event where projects centered on
different themes such as protection of forests, oceans, coral
reefs and climate change, are developed and presented.
Ubisoft presented 5 projects during its participation in the2021 Green Game Jam.

Implementation

The implementation of this commitment is based:■ mainly on cross-functional and collective leadership (inparticular with the CSR, Purchasing, IT, Real Estate, Travel and
HR Departments) to transform these commitments into
tangible results and to include sustainable development
criteria more broadly in operational decision-making;■ in addition, on collaboration with other industry partners
committed to the subject (suppliers, business partners,
institutions, customers);■ lastly, on the growing determination of all teams to support
this long-term approach.

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5.6.3 UBISOFT’S ENVIRONMENTAL IMPACT IN 2021
2021 greenhouse gases emissions(GHG emissions)
Methodology and scope

Ubisoft follows the greenhouse gas emissions accounting
guidelines provided by the World Resources Institute (WRI) andthe World Business Council for Sustainable Development(WBCSD), i.e. the “GHG Protocol”. This protocol offers theworld’s most widely used accounting standards on greenhousegases, designed to provide a framework for companies,
governments and other entities to measure and report theirgreenhouse gas emissions in an effort to support their missions
and mitigation goals. In 2016, 92% of Fortune 500 companies
that responded to the Carbon Disclosure Project (CDP) used a
program based directly or indirectly on the GHG Protocol.
In addition, Ubisoft commissioned an expert consulting firm in2015 to adapt the protocol to its operations for the first carbon
footprint assessment.
Since 2015, Ubisoft has thus annually measured the change inthe main items comprising its greenhouse gases emissions.
Since 2020, a complete update of its GHG emissions has been
carried out every year and reported to the ADEME (EcologicalTransition Agency, under the supervision of the French Ministries
responsible for Research and Innovation, the Ecological andSolidarity Transition, and Higher Education).
The scope of the measurement covers Ubisoft’s direct
operations, i.e. all direct and indirect emissions necessary for theoperation of the business, from upstream emissions of suppliers
to downstream emissions of the logistics activity distributing
products to retailers or digital distribution platforms:
GHG emissions by scope (tCO₂eq)

Scope 1■ scope 1 covers direct emissions, mainly derived from fuel indata centers and fugitive emissions from refrigerant gases
leaks;■ scope 2 covers indirect emissions,consumption, in offices and data centers;fromelectricity■ scope 3 – upstream covers all other indirect emissions from
Ubisoft’s activities, including product distribution, whether inphysical or digital format.

2021 Update

In each table presenting the Group’s environmental data, the data
referred to as “published” are the data reported in the annual
report for the corresponding year. Since the date of the publisheddata, certain methodology update significantly have impacted
Ubisoft’s carbon footprint, and in order to obtain comparable
results, the data for 2020 and 2019 have been restated according
to the 2021 methodology (1). Each table detailing an emissions
item presents the 2021 methodology updates in the“Comments” column (2).

2021

2020

2019

2,760.00

1,889.00

1,805.00

16,355.00

13,337.00

8,780.00

Scope 3 – Upstream

128,876.00

142,985.00

147,999.00

147,991.00

158,211.00

158,584.00

7.2

8.4

9.5

tCO₂eq/person
Despite an increase in the company’s workforce, Ubisoft’s overall
carbon footprint has decreased, which has also reduced carbon
intensity per employee (tCO₂eq/FTE). This reduction can primarily
be attributed to the reduction in purchases of marketing andproduction services, but also to the reduction in travel that
continued in 2021 due to Covid-19. However, IT equipment
emissions increased more than the workforce, due not only to
the widespread implementation of work from home initiatives but
also to an improvement in the data collection process employedby the local IT teams.
At this stage, to assess the Group’s additional efforts in terms ofdecarbonization, the use of carbon intensity per employee(tCO₂eq/FTE) is recommended, as the workforce is the main
driver of its carbon footprint.

(1)

(2)

2
3

Ubisoft’s GHG emissions were estimated at 158 metric kilotons
of CO₂eq in 2020. This represents 8.4 tCO₂eq per FTE, i.e.
a decrease of 14% between 2020 and 2021.

Scope 2 – Market-based method
TOTAL – ON A COMPARABLE DATA BASIS

1

For 2021, the GHG emissions associated with Ubisoft’s activity inthe above-mentioned scope were 148 metric kilotons of CO₂eq,
i.e. 7.2 tCO₂eq per FTE.

4
5
6

The main sources of greenhouse gas emissions are:7

■ purchases (excluding services and goods already taken into
account in other emissions categories);■ buildings (energy consumption,
conditioning systems);

fixed

assetsandair■ manufacture of boxes, video game consoles and tie-in
products, as well as their transportation to storage anddistribution locations;8■ data centers (including external hosting services and energy
consumption);■ IT equipment.

9

For reference purposes, according to the 2019 methodology, the GHG emissions associated with Ubisoft’s activity were estimated at 77 ktCO₂eq in
2021. This represented 3.8 tCO₂eq per FTE in 2021, compared to an estimate of 5.7 tCO₂eq in 2019
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BILAN CARBONE PAR PÉRIMÈTRE

Carbon footprint by scope

2%
11%
Scope 1
Scope 2 (Market-based method) *Scope 3 - Upstream

87%

Carbon footprint by category

1%5% 1% 4%5%Purchases
Buildings

58%

Data centers

11%

IT Assets
Freight
Manufacturing

15%

Business travels
Commuting & Visitors*

For reference, using the location-based method of the GHG Protocol, scope 2 represented 25,507 tCO₂eq in 2021

5.6.4 REDUCE ITS FOOTPRINT
Decarbonization of direct operations(scopes 1, 2, 3 upstream)

As a multinational Group with nearly 20,000 employees at morethan 90 sites worldwide, a comprehensive and structured
decarbonization plan is essential in order to accelerate andachieve significant emission reductions. This is why in 2019,
Ubisoft commissioned a consulting firm to identify the mainlevers for reducing its emissions and set preliminary targets.
The main results of the study were tested during an internalfeasibility study in 2020. The results of the study gave rise to theGroup’s commitment to actively contribute to global carbon
neutrality by launching both a decarbonization plan for its direct
operations and a voluntary climate contribution strategy.

Business trips
Total (thousands of kilometers traveled)
Kilometers traveled/person
GHG emissions (tCO₂eq)

Comments

Reported data
Restatement of data
tCO₂eq/person

2019

130,404

321

1,428

7,791

2021

2020

2019

1,098

2,355

29,0801,959(8,187)

1,098

4,314

20,893

0.05

0.23

1.25

Updated ADEME air transport emission factors including contrails

In 2021, business travel accounted for 1% of Ubisoft’s carbon
footprint compared to 3% in 2020. Covid-19 and the closure ofborders in many countries brought all travel to a virtual halt
starting in March 2020 and which had not resumed in 2021. As aresult, the CO₂ emissions from these trips decreased by 75%
between 2020 and 2021. However, this decrease was associatedwith an exceptional situation and does not reflect the reality of asituation outside the pandemic.

160

2020

26,924

Update of emission
factors *TOTAL – ON A COMPARABLE DATA BASIS
*

2021

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In 2021, the Group continued to roll out remote collaboration
solutions such as Microsoft Teams (messaging, videoconferencing), Citrix (desktop virtualization), Parsec (event
streaming) and Miro (brainstorming, electronic whiteboard). The
objective is to encourage team members to replace theirbusiness trips, in part or in whole, with digital solutions forcollaboration with their colleagues or customers, while
maintaining a high level of productivity and conviviality.

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5

Buildings
2021

2020

2019

Consumption of sites in MWh(excluding work from home)

Comments

54,18452,26851,287

Estimated consumption at home of teammembers in MWh (work from home)

29,44820,940Consumption per person in kWh (excluding
work from home)

2,644

2,772

3,064

Consumption per person in kWh (total)

4,081

3,882

3,064

(2)

(3)

1

GHG emissions related to electricity consumption (tCO₂eq) (1)Location-based approach
Restatement of data

Reported data

Total on a comparable data basis
Market-based approach
Restatement of data

16,711

Integration of more
recent emission factors
Reported data

tCO₂eq/person

14,325(7,127)(5,200)16,711 (2)13,914 (3)9,125

14,905 (2)16,083 (3)9,501(3,673)(1,714)

14,905 (2)12,410 (3)

7,787

0.73

0.66

0.47

Integration of more
recent emission factors

TOTAL – ON A COMPARABLEDATA BASIS

21,0412
3(1) GHG emissions expressed according to the GHG Protocol’s location-based and market-based approaches(2) O/w 5,884 tCO₂eq related to working from home(3) O/w 3,980 tCO₂eq related to working from home (data published in 2020: 6,018 tCO₂eq)

Over 86% (1) of emissions related to the energy consumption of
our buildings comes from their electricity consumption. In 2021,
average electricity consumption per person at Ubisoft sites (2)decreased by 5% compared to 2020. This consumption was also
below 2019 levels, with the widespread use of work from home
initiatives, estimated at 70% of working days in 2021, based on
our annual data collection. It was also still relatively high in viewof the work from home rate, with some team members
continuing to return to the office, and some IT equipment having
to remain switched on to be controlled remotely. An estimate of
the electricity consumed at home by team members andcontributing to Ubisoft’s operations completes this total.
The Group encourages its sites to switch to a renewableelectricity supply wherever possible, and in 2021, seven of themwere able to make this transition: Chengdu, Craiova, Helsinki,
Milan, Sao Paulo, San Francisco and Sofia. Accordingly, in 2021,

4

67% of the electricity consumed at Group sites came fromrenewable sources (3) versus 62% in 2020. In particular, all the
Canadian studios in the Quebec City region are supplied byHydro-Québec, which generates 99% of its electricity usinghydroelectric dams and wind farms.

5

The Group continuously works to improve the efficiency andenergy restraint of its workspaces, in particular throughrefurbishment or renovation projects, through continuous
improvement of maintenance, heating and air conditioning
systems (including through the implementation of smart officeautomation and zoning solutions) and through the modernizationof lighting (LED, energy efficient bulbs). The environmental
performance of buildings is also taken into account in theselection of new offices: for example, in 2021, the Bucharest site
invested in a new BREEAM Outstanding certified building.

6
7
8
9

(1)
(2)
(3)

In addition to electricity consumption, some sites use other energy sources for heating, which represent 1% of the Group’s total carbon footprint
Excluding data center consumption
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FOCUS: UBISOFT’S GREEN IT APPROACH
The use of computer hardware and software is essential to
Ubisoft’s day-to-day operations, which is why it is critical for
Ubisoft’s IT teams to play their part in the Group’s
environmental strategy.
Ubisoft launched its Green IT approach by training its teams in
responsible digital issues and levers for action: through the
Climate School, an e-learning module dedicated to Green IT
was created for all Group team members. In addition, to ensurethat all new employees are aware of these issues, a Green IT
training course has been included in the onboarding program for
the IT teams.
The improvement of the IT hardware management system andthe reduction of the associated energy consumption wereidentified as priority issues in 2021. They are addressed byensuring that the IT products and services purchased, as well
as selected suppliers and partners, take the environmental
impact into account while also meeting the needs of the teams.

In conjunction with this idea, initiatives have been launched toextend the average life of the main IT equipment and to obtainbetter visibility over the end-of-life recycling process, aimed atgiving equipment a second life when possible. A task force wasformed to define recommendations and best practices forstudios to reduce the environmental impact of equipment
during the end-of-life phase.
In November 2021, Ubisoft signed the Planet Tech’Care
Manifesto, led by Numeum, the trade union of digitalcompanies in France: the main companies operating in thedigital industry, such as Google and Microsoft, also took partin this initiative. By signing this Manifesto, Ubisoft made apublic commitment to contribute to the ecological transition incollaboration with multiple digital companies (1).

(1) https://www.planet-techcare.green/

IT equipment (excluding data centers)
GHG emissions (tCO₂eq)

Comments

Reported data
Restatement of data

2021

2020

2019

7,192

10,257

18,884

Update of emission
factors

TOTAL – ON A COMPARABLE DATA BASIS(3,985)(14,255)

7,192

6,272

4,629

0.35

0.33

0.28

tCO₂eq/person
In 2021, IT equipment accounted for 5% of Ubisoft’s carbon
footprint. On a comparable basis and methodology, emissions inthis category amounted to 7,192 tCO₂eq compared with 6,272 forthe previous financial year. In addition to the expansion of ourworkforce, this 15% increase was also due to the Covid-19
pandemic, which forced Ubisoft team members to work from

home, calling for the purchase of additional IT hardware. Finally,
this increase can be attributed to the release of new-generation
consoles, calling for some equipment to be replaced, and to an
improvement in the data collection process employed by the local
IT teams.

Data centers
Comments

2021

2020

2019

39,65427,95524,755

Reported data

8,907

7,953

7,264

Integration of more
recent emission
factors0(1,383)

(933)

8,907

6,570

6,331

1,450

1,072

1,360

Total consumption in MWh
GHG emissions related to electricity consumption (tCO₂eq) (1)Location-based approach

Restatement of data
TOTAL – ON A COMPARABLE DATA BASIS
Market-based approach

Restatement of data

Reported data
Integration of more
recent emission
factors

TOTAL – ON A COMPARABLE DATA BASIS

(146)

(367)

1,450

926

993

14,470

10,203

8,688

2,268

2,484

14,47012,471

11,172

15,92013,397

12,165

GHG emissions from other sources (tCO₂eq) (2)Reported data
Restatement of data

Update of emission
factors for servers

TOTAL – ON A COMPARABLE DATA BASIS
Total GHG emissions, market-based approach (tCO₂eq)

TOTAL – ON A COMPARABLE DATA BASIS(1) GHG emissions expressed according to the GHG Protocol’s location-based and market-based approaches(2) Fuel consumption, servers, buildings and purchases of hosting services

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Data centers represented 11% of Ubisoft’s carbon footprint in
2021. The 19% rise in CO₂ emissions compared to 2020 was
mainly due to the increase in the number of servers and thus theelectricity consumption of data centers.
The average PUE (4) of the data centers owned by the Ubisoftgroup remained stable between 2020 and 2021, at around 1.41.
Despite 95% (5) of electricity consumed being renewably-sourced,
the carbon footprint of data centers is significant and their use by

5team members and players is expected to increase. The Group’sbusiness is increasingly based on live services, hence online
hosting, and on significant computing power. It is therefore
important to anticipate and implement strategies capable ofgenerating efficiency gains in our own data centers, as well aswith external hosting and cloud partners. To that end, Ubisoft isworking closely with its most influential and committed partners
to create collective climate change initiatives.

Manufacturing and freight
GHG emissions from manufacturing (tCO₂eq)

Comments

Standard and non-standard products – Publisheddata
Restatement of data

2021

2020

2019

8,492

11,626

9,184

(768)

(535)

10,8588,649

Expanded scope andupdated emission factors

TOTAL – ON A COMPARABLE DATA BASIS

8,492

In 2021, the manufacture of standard products (physical video
games) and non-standard products (tie-in products) accounted
for 5% of Ubisoft’s carbon footprint. Using a comparable
methodology and scope, CO₂ emissions amounted to
8,492 tCO₂eq in 2021 compared to 10,858 in 2020. This 22%
decrease was due to the decrease in the number of physicalgames produced in 2021 compared to 2020.

1
2

The increasing digitization of Group products makes it possible tomitigate the carbon impact of the growth in sales volumes.
In financial year 2019, an estimated 48% of games were
downloaded digitally, based on units sold on the Xbox (Microsoft),
PlayStation (Sony) and Switch (Nintendo). In financial year 2022,
this percentage climbed by more than 15 points compared tofinancial year 2019.

3

CO₂ emissions associated with the delivery of these products topoints of sale amounted to 1,234 tCO₂eq in 2021 compared with
2,102 in 2020, at comparable methodology and scope.

4

Purchasing
GHG emissions (tCO₂eq)

Comments

Reported data
Restatement of data

Update of emission
factors and scope *TOTAL – ON A COMPARABLE DATA BASIS
tCO₂eq/person*

Commuting and guests

CO₂ emissions from commuting and guests are directly linked tothe expansion of the workforce. Based on a comparable scopeand methodology, commuting and guest emissions amounted to5,995 tCO₂eq compared with an estimated 8,267 tCO₂eq in 2020.
In 2021, this category represented 4% of Ubisoft’s carbon
footprint. There has been little change in methods oftransportation used since 2015, but more people worked fromhome in 2020 and 2021. Despite the increase in the workforce,these emissions fell 27% due to employees working from homeduring the Covid-19 pandemic.

(5)

2020

2019

75,566

19,4070

18,92063,4600085,891

94,48682,867

4.19

5.01

4.95

5
6

Review of scope and addition of expenses written off in the balance sheet

In 2021, purchases of services (and to a lesser extent goods)
accounted for 58% of the Group’s carbon footprint.
CO₂ emissions amounted to 85,891 tCO₂eq compared with
94,486 in 2020, based on a comparable methodology and scope.
Most of these services are purchased from subcontractors or aremarketing costs. The carbon footprint of purchases decreased in
2021, mainly due to lower marketing purchases than in 2020.

(4)

2021

85,891

Decarbonization of the value chain (scope 3)

7

In 2021, the Group updated its life cycle analysis (in accordancewith ISO 14040/44), aimed at assessing the environmental
impacts associated with all stages in the life cycle of its
commercial products and services: not only their development by
Ubisoft but also their distribution by downstream business
partners and their use by our players via gaming platforms. This
theoretical exercise required a complete inventory of the energy
and materials needed for our value chain: extraction of raw
materials, transformation, product manufacturing, distribution,use, recycling, final disposal of materials. This update confirmed
the estimate that the Group’s direct operations (scopes 1, 2 and3-upstream) represent between 5% and 10% of total life cycle
GHG emissions. The remainder (90% to 95%) comes from scope
3 downstream: emissions outside Ubisoft’s scope, mainly related
to the manufacture and use of networks and terminals to accessand play games.

89Power Usage Effectiveness: ratio between the energy used by the facilities and the energy supplied to the servers. It thus measures the efficiency
with which a data center uses energy (lower PUE is preferable)
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Scope 3 – upstream

The Group’s objective is to encourage its suppliers to take greater
account of sustainable development and decarbonization issues
in their product and service offerings (in particular bytransparently disclosing their emissions and committing torelevant carbon footprint reduction targets). Ubisoft’s participationin the SBTi program calls for a commitment on the part of its
suppliers, encouraging them to define an environmental strategy
and an emissions reduction target.

Scope 3 - downstream

Although Ubisoft does not have direct control over this majorityof emissions related to its value chain, the Group strives toaddress them as part of its commitment to contribute to global
carbon neutrality. Ubisoft is therefore an active contributor to the“Playing for The Planet” alliance, particularly concerning the joint
effort to mobilize the industry around goal of reducing its carbon
footprint, to ensure that it has tools at its disposal to measure andreduce its emissions. The commitments and initiatives of ourmain partners in the alliance contribute to the collective effort inwhich we also play an active role.

Voluntary climate contribution

In addition to its decarbonization efforts, the Group financed
projects in 2021 (as it did in 2020) aimed at avoiding andcapturing greenhouse gases outside its value chain, covering thelevel of its emissions in 2021 (scopes 1, 2 and 3 upstream). Thisis a necessary, albeit inadequate, step towards global carbon
neutrality, as it helps projects around the world to develop carbon
sinks or reduce third-party emissions; projects that could not be
implemented without the revenue derived from the sale ofcarbon credits.
These projects also have multiple co-benefits for local
communities and the environment that reflect the Sustainable
Development Goals set by the UN in 2015: job creation, improved
health and well-being, improved access to education, biodiversity
conservation, access to clean drinking water, etc.

For Ubisoft, this means going beyond the recognition of its
environmental impact for 2021. The financing of these projects isin no way a substitute for emission reduction targets because it is
not a physical and effective offset of emissions calculated by theGroup in previous years. This is a voluntary and complementary
effort by the Ubisoft group to contribute to the trajectory of global
carbon neutrality.
These voluntary purchases of carbon credits were re-invoiced to
the Group’s main subsidiaries in order to raise their awareness of
their footprint, make them more responsible and encourage themto integrate carbon issues in their decision-making and ultimately
reduce their own emissions. As a result, we can consider that theclimate contribution projects were financed by an internal levy on
the carbon emissions of the main subsidiaries.
The Group has joined forces with two partners specializing in thevoluntary carbon market to access a large catalog of climate
contribution projects that meet various goals:■ avoid greenhouse gas emissions generated by third parties byaccelerating their low-carbon transition (development of
renewable energy, energy efficiency, etc.);■ preserve existing carbon stocks by protecting ecosystems
such as forests;■ capture CO₂ emissions by restoring natural ecosystems andthus creating carbon sinks.
In the interests of transparency and awareness, the Group invited
all of its team members to vote for their favorite projects inJanuary and February 2022. More than 1,800 people(approximately 9% of the total workforce) voted and the mostpopular projects were supported by Ubisoft:■ afforestation, reforestation and protection of existing forests
in Spain, Brazil, Kenya and Australia;■ wind power plant in China and India;■ hydroelectric power plants in Brazil;■ biogas development programs in China;■ transportation-related emissions reduction project in France;■ sustainable development projects in the Quebec region of
Canada.

FOCUS: NET ZERO INITIATIVEThe Net Zero Initiative is an initiative led by a recognized
consulting firm and supported by a dozen pioneering
multinationals, as well as by a high-level scientific committee.
The initiative publishes recommendations that enableorganizations to contribute to global carbon neutrality andmanage their climate action in an honest, transparent andconstructive way.
Ubisoft’s approach is aligned with the guidelines of the Net
Zero Initiative, which specifically state that the voluntary
purchase of carbon credits should go hand in hand with adecarbonization strategy and that gross greenhouse gas
emissions should be reported separately from voluntary
purchases of carbon credits.

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The Group has ensured that all the projects supported comply
with the requirements of internationally recognized standards(Gold Standard, VCS, UNFCCC, etc.) and therefore meet thenecessary quality criteria (projects that are actual, measurable,
additional, permanent, monitored, verified, and provide the bestsocial and environmental guarantees).

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5

5.6.5 INSPIRE POSITIVELYTeam members

The Group’s carbon footprint shows that several sources ofemissions are linked to the daily activities of the teams.
Accordingly, Ubisoft strives to raise awareness among its teams
about their environmental impact and included a section
dedicated to environmental protection in its new employee Codeof Conduct. Ubisoft expects its teams to actively participate in
the Group’s environmental commitment, through theirprofessional activity and their use of the workspaces andresources made available to them.
Awareness-raising and training actions are carried out both atGroup level and at local level, at the initiative of each site.
In 2021, a priority was placed on the creation and structuring ofgreen committees, awareness-raising via Green Weeks andtraining via the Climate School e-learning program.

Green Committees

Green Committees are groups of employee volunteers, focusedon a shared interest in environmental challenges (climate,biodiversity, etc.) and committed to promoting sustainable andethical practices within Ubisoft. They are supervised by teammembers who are passionate about these issues and want toraise awareness among their colleagues by sharing smart,straightforward advice on how to reduce environmental impact atwork or at home.

1

Since the project was launched, about a dozen “green”
committees have been formed around the world, reflecting theecological commitment of the Ubisoft teams and their dedication
to combating global warming. These local committees represent
around 4% of the Group’s total workforce. Thanks to theircommitment, and the involvement of management, many
initiatives have emerged, ranging from sorting and reducing
waste in workspaces to IT. Their actions encourage teammembers to help protect the environment by changing their
behaviors. Ubisoft encourages these initiatives by giving leaders
the opportunity to spend 10% of their working time on the“green” committee they supervise.

2
3

FOCUS: UBISOFT GREEN DEVELOPERS INITIATIVEIn December 2020, the Ubisoft Green Developers group was
created to explore how video games can contribute to a moredesirable and greener future. At the end of December 2021,
more than 250 team members around the world answered thecall (vs. 90 at end-December 2020).

Green Weeks

Ubisoft’s Green Weeks are a two-week global event where apanel of experts from the video game and entertainment industry
meets to discuss sustainability at Ubisoft and beyond. Developed
from a Green Force initiative in 2020, this annual event aims toopen up a dialog through a series of online conferences to
explore how video games, and the entertainment industry as awhole, can increase player awareness of environmental issues.
Each speaker explores the multiple channels through which video
games can reach a large audience and thus have a positive
impact on a broad scale. Green Weeks are also an opportunity toengage the teams at the local level by organizing climate anddigital workshops, tours of our data centers, and exchanges ofideas on best practices that everyone can apply in theirprofessional and personal lives.
In 2021, more than 3,500 people took part in Green Weeks,giving rise to more than 30 local initiatives around the world.

The objective of the initiative is to discuss how to handle
environmental issues in games or other types of entertainment
in order to help the Group’s production teams address the
subject in their content as successfully as possible (audience,sales potential, positive impact on players’ environmental
behaviors). This initiative gave rise to 12 conferences in 2021.

4
5

Climate School

The Group launched its first-ever e-learning program in 2021:
Climate School. Available to all Ubisoft employees, this e-learning
course provides an opportunity to learn about environmental
issues, and particularly the sustainability transformations taking
place for all functions within the company. The program iscentered on two areas of focus:

6■ understanding: scientific insight into major climate systems,
the collapse of biodiversity, overuse of natural resources andthe impact of these changes on human societies;

7■ action: a roadmap to action so that everyone can work on thecompany’s ecological footprint and their own footprint. One of
the strengths of the program lies in the targeted actions
proposed to each function in the company (IT Department,
Finance Department, Legal Department and Purchasing) in theinterest of providing the most personalized support possible.
Each employee will therefore have the opportunity to build
their own learning path according to their role.

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Industry partners in the “Playing
for the Planet” alliance

The “Playing for the Planet” alliance is a group of 30
organizations, all members of the private video game sector, thathave made voluntary, ambitious, specific and timeboundcommitments for people and the planet. Some of the biggest
names in the video game industry (including Sony Interactive
Entertainment, Microsoft, Rovio, Supercell, UKIE, ISFE, Bandai
Namco, Unity and Ubisoft) have formally committed toharnessing the power of their platforms and games to help tackle
the climate crisis.
Under the aegis of the United Nations Environment Program(UNEP) and with the support of GRID-Arendal and Playmob, theAlliance intends to support the video game industry and achieve
four fundamental objectives:■ rally the industry to reduce its carbon footprint so that it has
the tools to measure, reduce and set decarbonization targets;■ inspire environmental action through “green” activations ingames;■ share lessons from the initiative so that other members of theindustry can follow suit;■ explore new strategies for the future around new games andapproaches to storytelling.
In 2021, Ubisoft launched a number of initiatives through its
participation in the Alliance:■ working with partners, especially Sony and Microsoft, to cobuild tools to better measure and reduce the industry’s carbon
footprint;■ sharing our research on Green Games as well as the various
approaches to environmental issues in video gamestorytelling, in order to help game developers address climatechange in-game by proposing relevant solutions based on theirindividual expertise and the type of game being made;■ involving our production teams: in 2021, five Ubisoft teams
took part in the “Green Game Jam”, a competition between
video game developers aimed at inspiring millions of players
to adopt environmentally beneficial habits through in-gameactivations.
As a member of the Playing For The Planet Alliance, Ubisoft iscommitted to harnessing the power of its games to inspire new
ways of thinking and instill good practices in response to theclimate crisis:“Having seen the contributions from five Ubisoft studios for theGreen Game Jam 2021, with the goal of implementing in-gameactivations that highlight the restoration and conservation offorests and oceans, there’s clearly a big appetite from Ubisoft
teams to inspire action on the environmental agenda” – Sam
Barratt, Chief of Youth, Education and Advocacy at UNEP, whichfacilitates the Playing for the Planet Alliance.

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Educating players through participationin the Green Game Jam

The Green Game Jam is an annual event organized by the Playing
for the Planet Alliance. The competition aims to raise playerawareness of climate-related issues through gameplay. Together,
the members of the Playing for the Planet Alliance are able toreach more than one billion players. The goal of the Green Game
Jam is to encourage developers to create green activations intheir licenses, which can be offered to players the following year.
In 2021, multiple Ubisoft developers joined forces to inspire theirplayers and integrate green activations in the Group’s licenses,
including Anno 1800, Ghost Recon Breakpoint, Hungry Shark
Evolution, Hungry Shark World and Riders Republic. Three of
their proposals were successfully implemented after thecompetition, and two are scheduled for 2022. This event showeddevelopers that they can influence a future where players’ online
actions will have a real impact on the planet. Thanks to the ingame action of thousands of players, the green activation of
Ghost Recon Breakpoint paved the way for more than half amillion trees to be planted.
Of the 25 participating studios, and the top video game designers
who showed remarkable creativity (Minecraft, Angry Birds,
Pokemon Go, etc.), Ubisoft’s projects stood out: Anno 1800
received the UNEP Choice Award, ahead of Riders Republicwhich took second place. The Ubisoft studios were able toobserve the motivation of their teams and take advantage of theunique opportunity offered by the Green Game Jam to participate
in workshops with their industry peers, where they met andlearned from the leading specialists in their sector on theenvironmental issues affecting the industry. In addition to its
beneficial impact on player awareness, the Green Game Jam
experience allows Ubisoft to showcase the Group’s commitment
and promote a responsible brand image.

Summary tables of in-gameenvironmental activations

Environmental activations are new game features created byparticipating teams. They aim to highlight environmental issues
such as the conservation and restoration of natural spaces. These
activations can be translated into in-game features (game modes,
maps, events, scenarios, messages, etc.) that ultimately have an
impact on real life, whether through player awareness or the
implementation of environmentally beneficial initiatives such as
planting trees.
By offering these activations to their sizable user bases, the thirty
studios participating in the Green Game Jam 2021 highlighted thepositive impact that video games can have on a large scale.

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5Green Game Jam 2021 environmental activations
Implementation
date of activation

Description

Supporting topic

Results

Ubisoft FutureGames of London

June 2021

The FGOL studio has developed
a new update to the game “Arctic
Apocalypse”, which aims to
educate players about the meltingof the polar ice caps and theeffects of climate change.

Protection of oceans
and marine life, with
OceanaOceana gained visibility withthe download of the “Arctic
Apocalypse” activation by
4.8 million people. A totalof 480,000 players haveembarked on the adventure.

Ubisoft Barcelona,
Hungry Shark
Evolution

September 2021

Player mission: to clean up theocean, which has been invaded
by “trash monsters”. Players will
choose their favorite shark andequip it with the latest generationof sea vacuums, ready to clean
and bring life back to the ocean.

Protection of the coral
reef

Nearly 1.3 million players
took part in the activation,
increasing the visibility of the
Glowing Glowing Gone NGO,
which works to protect coral
reefs.

Ubisoft Paris,
Ghost Recon
Breakpoint

November 2021

Ubisoft Mainz,
Anno 1800

December 2021

Players will solve a series ofForests
nature-related riddles on a
website, leading them to a specificlocation in the game world. There,
they can plant a seed that willgrow into a beautiful tree and they
will earn a reward. Players can alsopurchase a cosmetic ghillie suit in
the game store.

566,000 trees will be planted
in real life (IRL) thanks to theinvolvement of Ghost Recon
Breakpoint players whoplanted virtual trees orbought cosmetic ghillie suits.

This new game mode places
Forests
players on an untouched islandwith a low population, requiringthem to create a sustainable city.
The game environment was
created to react to the players’
actions: building mono-cultures
depletes island fertility, overfishing
destroys food supplies for future
generations and deforestation
leads to desertification. Players
must find ways to counteract
the negative impact of their city’s
growth to ensure success.

Activation in progress.

1
2
3
4
5
6
7
8
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Other environmental activations
Implementation
date of activation

Description

Supporting topic

Results

Nadeo,
Trackmania

January 2021

TrackMania Climate Fundraiser(TCF) is an NGO that aims tohighlight climate change, which
was launched by TrackMania’s
players and supported by Ubisoft.
Two game maps were createdfor use in a charity tournament:“Competitive grass” and “dirtymap”. They aim to immerse
participants in areas where floraand fauna are developed.

OceansDuring this event, thetournament audience was
asked to participate in afundraiser for OceanCleanup,
an NGO working to remove
plastic waste from theoceans.

Ubisoft Germany,
Just Dance

December 2021

Just Dance 4 Nature invites
the German-speaking communityof Just Dance to spend in-game“Calories” via Sweat Mode. This
six-month operation challenges
players to reach a target of
250 million calories spent.
If the goal is reached, Ubisoft
has pledged to make a donation
to a local reforestation project.

Forests

Activation in progress.

FOCUS: GREEN GAME SUMMITIn 2021, Ubisoft and the Playing for the Planet Alliancepresented their work at the United Nations Climate Change
Conference (COP26) and organized the Green Games Summit
with Ukie and the ISFE. The aim of this initiative was toenhance and expand player awareness-raising initiatives led by
the Alliance, while at the same time extending a hand to newmembers and partners.

For the first time, the Green Games Summit brought together
twenty climate science and video game experts to discuss ‒ infront of global sector leaders ‒ how the industry can respond tothe climate crisis. Ubisoft presented two case studies,
illustrating how the gaming industry introduces a “culture ofchange” within its talent community and among players.

5.6.6 RISKS RELATED TO THE ENVIRONMENTThe Group’s own activities do not present any significant andimmediate industrial and environmental risks since the Group
does not manufacture the physical supports for the video games
and tie-in products it publishes and distributes. Nevertheless, theGroup remains alert to regulatory changes in countries where it ispresent. The Group currently has no knowledge of any industrial
or environmental risk (1) which could have a potential impact.

The three main risks identified in the long term:

Moreover, in 2019, the Group carried out a study regarding theimpact of climate change on its activities.

■ some new gaming modes (5G, cloud gaming) could beconstrained by certain energy transition scenarios.

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168

■ depending on their location, the operating costs of some data
centers could rise due to an increase in heatwaves and failure
to adapt cooling equipment. A minority of sites must be
monitored to 2050;■ gaming devices could be subject to constraints due to theincreasing scarcity of certain metals;

To define an environmental risk, Ubisoft uses reference G4 of the GRI: “An environmental risk refers to the possibility of incidents or accidents
occurring that are caused by the activities of a company, which may have harmful and significant repercussions for the environment. Environmental
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5.7

5DUTY OF CARE PLAN

INTRODUCTION
The Duty of Care Plan was introduced in accordance with French
Law no. 2017-399 on the duty of care incumbent upon parent
companies and client companies (also known as the Duty of Care
Law). This law focuses on measures aimed at identifying andpreventing the risk of serious breaches of human rights andfundamental freedoms, danger to personal health and safety or to
the environment, connected with the business of the Group andof the subcontractors and suppliers with which the Group has acommercial relationship (hereinafter, “risk of a serious violation”).
Ubisoft is committed to identifying and reducing the impact of its
risks of serious violations.

5.7.1

Given the nature of the Group’s business, no intrinsic risk
generated directly by the Group’s operations has been identified
as constituting a risk of any serious violation of human rights or a
danger to personal health and safety or to the environment. Anyrisks of a serious violation identified are potential indirect risks
generated by the Group’s suppliers and subcontractors. Theserisks were subject to a specific risk mapping exercise for2021-2022 and will therefore be detailed more specifically at theend of the Duty of Care Plan. The Group nevertheless details
here all of the risks identified, even where these would notconstitute a risk of serious violation.

1
2

RESPONSIBLE PURCHASING APPROACH

The departments in charge of purchases at Ubisoft are highly
attentive to the establishment of long-lasting relations with theGroup’s various business partners. It therefore regularly identifies
areas for improvement and puts in place joint progress plans
which promote a “win-win” relationship between Ubisoft and its
partners. In addition to the application of the Sapin 2 and Duty ofCare Laws, which have strengthened the selection criteria,
Ubisoft aims to favor service providers and suppliers thatgenerate a genuinely positive social, societal and environmental
impact. Accordingly, at several subsidiaries, a number of expense
items now include social and environmental criteria: choice of
maintenance and cleaning service providers that use
environmentally-friendly cleaning products, selection of shelteredwork companies such as ESATs in France (which help disabled
persons find employment), and the manufacture of certain tie-in
products using recycled materials.
Ubisoft’s policy in relation to sustainable purchasing is therefore
based on the following strategies:(2) signing contracts that include specific clauses related tocompliance with national and international standards
applicable governing personal health and safety, humanrights, the environment, and corruption;3(3) showing preference for those suppliers and subcontractorsthat have implemented pro-active CSR measures with apositive impact;(4) ensuring that the procedure for collecting and reporting
complaints and incidents is as open and accessible aspossible, to guarantee optimal compliance at all times with
the CSR standards and procedures put in place.

4

In addition to the selection criteria based on the positive impactof the above-named suppliers, this plan sets out the measurestaken to reduce risk related to personal health and safety issues,
human rights and fundamental freedoms, and environmental
protection.

5(1) conducting CSR due diligence analyses on prospective
suppliers or service providers to sign contracts with Ubisoft(see below for more details);

65.7.2 OVERSIGHT AND GOVERNANCE
The deployment of the measures connected with compliancewith the Duty of Care Law is steered by the CSR Department.
The measures taken to promote compliance with human rights,
personal health and safety, and environmental regulations inrelation to suppliers and subcontractors are taken by the teams in

7charge of purchasing, and the tools and methodologies used aredeveloped jointly between the CSR, Purchasing, and Legal teams
and the Administration Department. The Duty of Care Plan is
integrated in the existing CSR approaches, policies andcommitments.

8

5.7.3 INVOLVEMENT OF STAKEHOLDERS
In 2019, Ubisoft launched a consultation process with its internaland external stakeholders, via an analysis of the materiality of the
20 challenges represented by Ubisoft’s CSR strategy presented
in the governance section of Chapter 5. The stakeholders
contacted, comprising gamers, Ubisoft’s business partners andmembers of the Group’s management, were asked to assess
their expectations with respect to each identified challenge. The
materiality analysis has enhanced the process for mapping risksof serious violations against key priorities.

As mentioned in the introduction, Ubisoft carried out a risk
mapping exercise specific to its supply chain during the2021-2022 financial year, in partnership with a specialized
consulting firm. Ubisoft teams specializing in their field oroperational scope, as well as suppliers representing the Group’s
supply chain and their own business sector, took part in theexercise.

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5.7.4 DIRECT RISKS LINKED TO THE GROUP’S ACTIVITIES:RISK MAPPING AND ACTION TAKEN
Risk mapping methodology

The current risk map meets the requirements of the Due
Diligence law and aims to map out the risks of serious violations
with respect to Ubisoft’s internal and external stakeholders. For acomplete map of risks affecting the Group, see Chapter 3 of thisdocument.
In order to establish a map covering the risks specific to theirareas of expertise, the CSR teams and relevant teams at Ubisoft
employed the risk analysis methodologies and impact studies
stemming from know-how and best practices in the sector. This
is in particular the case for those risks linked to the use andretention of personal data.
For a more detailed description of the measures taken to mitigate
the aforementioned risks of serious violations, please refer to thecorresponding challenges listed in the previous sections of
Chapter 5 and the table of risks in the appendices to thisdocument.

Risks linked to the use by the Groupof player and employee personal data

By its nature, Ubisoft’s business requires the collection of acertain amount of personal data in relation both to Group
employees and to players. These data may sometimes include
more sensitive personal data (data relating to an individual’s
identity or certain bank information relating to employees). For
this reason, Ubisoft is committed to taking the appropriate
measures to protect the privacy and personal data of its
employees and of the third parties with which the Group does
business (players, suppliers, partners). Ubisoft has chosen to
conduct its compliance program on the basis of the tools madeavailable by the CNIL (French National Commission for
Information Technology and Liberties) (for example, its risk
mapping exercise related to the use of personal data uses theimpact scales published by the CNIL).
This mapping exercise has highlighted two types of potential risk:■ internal risks linked to a potential IT or behavioral error by theGroup, one of its team members or partners, leading to a lossof personal data;■ external risks linked to malicious action by a third party
targeting the Group with the aim of stealing or unlawfullyusing personal data, having a direct impact on our
stakeholders.
For the optimal protection of the data in its possession, Ubisoft
has adopted multiple standards and procedures defining theprinciples and measures to be applied and implemented whenprocessing personal data. As Ubisoft has an extremely strong
international presence, the Group has established strict,harmonized measures for the protection of personal data, incompliance in particular with European Union regulations (theGeneral Data Protection Regulation or GDPR) (1). Ubisoft goesbeyond the strict regulatory framework by gradually applying
GDPR globally.

(1)

(2)

170

Measures established to manage our internal risks include:■ the development of specialist teams;■ the enhancement of means of control offered to players andemployees regarding the use of their personal data (forplayers: program of transparency and options to better control
their own data in the different worlds where Ubisoft is present
on mobile, PC or consoles). The confidentiality policies are
regularly updated to meet the expectations of players in termsof transparency and their full understanding of the different
ways in which their data is used. The options offered toplayers in the Ubisoft account are also regularly updated toenable them to better control the use of their data formarketing and advertising purposes;■ the principle of Privacy by Design: the inclusion of respect for
personal data from the start of the process of designing any
new services or implementing new data processing methods;■ the development of data base mapping in order to havegreater knowledge of and control over all media used for the
storage of personal data;■ communication
employees;

andawareness-raisingactionsamong■ reinforced contractual requirements in relation to personal
data with our partners (signature of data protection
agreements with third parties);■ operating resources used for the secure sharing of data withthird parties;■ operating and technical resources to ensure data security andconfidentiality;■ the conduct of impact studies relating to privacy (2) (privacy
impact assessments).
The measures established to manage our external risks
associated with malicious activity include:■ the implementation of procedures by the Customer Service
Department to verify the identity of relevant individuals prior
to the disclosure of personal data;■ the implementation of a security program aimed at reducing
the risk of any data loss from personal data storage systems;■ the implementation of a program for our teams aimed atraising awareness on the subject of data security;■ the aforementioned Privacy By Design process, which also
includes security aspects.
In any event, Ubisoft reports personal data breaches to therelevant data protection authorities and to the data subjects, inaccordance with applicable regulations. Operating resources havealso been established to ensure that judicial and administrative
requests are met.

In Europe, the General Data Protection Regulation (GDPR), which came into force on May 25, 2018, has harmonized the domestic legislation ofEuropean countries in relation to data privacy. This legislation has considerably increased the legal constraints applicable to the business carried out bycompanies that process personal data, in particular, by imposing a new principle of accountability which requires any company processing personal
data to be able at all times to demonstrate that it is GDPR-compliant
Ubisoft has therefore chosen to adopt the methodology proposed by the CNILUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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Risks linked to the Group’s position
as a responsible employer

The risks identified by the Group in relation to its position as a
responsible employer do not currently constitute a risk of any
serious violations. Among the risks identified:■ psycho-social risks connected to changes in working
patterns during the game development phase: Ubisoft ishighly attentive to the work-life balance of its team members
and ensures that the number of hours worked by its teams isrigorously monitored, thus being able to offer thecompensatory mechanisms for the most intense periods ofwork. Since 2019, changes have been introduced in theorganization of our game production process, leading to
improved organization of development team working time.
The periods granted for the completion phase were increased
to 12 months in order to better prepare for game releasedeadlines;■ risk of harassment and discrimination at work: following
the allegations of inappropriate behavior published insummer 2020, the Group set up a dedicated crisis cell tomanage any situations encountered with the help of an
external specialist firm. The Code of Conduct was entirely
revised and shared with all teams, with a signing rate of 96%
at March 31, 2022. An anti-harassment policy and antidiscrimination policy were developed and shared with allteams at Group level. The new process for collecting opinionsfrom the teams (see 5.4) makes it easier to detect weaksignals. The internal complaint collection team has been

5

expanded and the complaint management process
strengthened. Finally, training in non-harassment and nondiscrimination was rolled out at all sites in autumn 2020, and abrand new e-learning module on the subject was rolled out toall teams in 2022;■ risk of insecure working conditions for our teams: Ubisoft
uses temporary and seasonal employees on a limited basis
and keeps a significant part of the secondary activities relating
to game development (testing, translation, call centers) inhouse. Those positions with working conditions generating
the greatest exposure to risks of insecurity are closely
monitored by our HR teams which, where possible, develop
career pathways enabling employees to find long-term
positions in the industry.

1

Risks linked to the Group’s environmental
impact2

The nature of its activities means that the Group has not
identified any risk of serious damage to the environment or to theecosystems identified. The only risks identified present a minorand structural impact, such as the carbon impact. Ubisoft has set
a target for reducing GHG emissions per employee by
December 2023. To achieve this target, the Group has
established a plan to contribute to global carbon neutrality, which
involves decarbonizing its direct operations combined withvoluntary carbon credit purchase plans. For more information on
the measures taken to reduce our carbon impact, see section 5.6.

3
4
5
6
7
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5.7.5 INDIRECT RISKS LINKED TO THE COMPANIES WITH WHICH THE GROUP
HAS ESTABLISHED A BUSINESS RELATIONSHIP
Risk mapping methodology and stakeholders

During the last risk-mapping exercise, the risks that Ubisoft
considered significant with regard to the duty of care are related
to the Group’s supply chain. During the 2021-2022 exercise,
Ubisoft thus specifically mapped out the risks associated with its
supply chain, aided by a specialist consulting firm. The objectiveof this analysis was to identify the material risks in its supply
chain in terms of human rights, personal health and safety, andenvironmental impact, and to assess the criticality of thepurchase categories in the supply chain with regard to these risk
classes.
The Group started by focusing on identifying all risks posed byestablishing commercial relationships with external third parties,
in three areas: risks of serious violations of human rights,
personal health and safety, and the environment. This risk
identification phase was carried out via interviews, questionnaires

and documentary research, calling on teams specializing in theirarea of expertise or operational scope and on suppliers
representing the Group’s supply chain and their own businesssector. These identified risks were then aggregated into 17 key
risks.
Based on these interviews and research, the gross criticality ofidentified risks was assessed, based on their probability ofoccurrence and their estimated impact on the relevant
stakeholders. Gross criticality does not take into account the risk
management or control measures implemented by the Group or
the companies in question, and is assessed independently of thepurchase amount allocated. This criticality is divided into 4 levels
ranging from “low” to “high”. The 17 key risks are monitored in a
global map covering all of the Group’s operational purchasing
scopes.

Key Risk

Category

Gross criticality

Forced labor, modern slavery and/or child labor

Human rights

High

Non-compliance with regulations on working hours and labor rights

Human rights

High

Human trafficking

Human rights

High

Purchase of electronic products manufactured using ore from conflict zones

Human rights

High

Unexpected increase in the carbon footprint

Environment

High

Harassment or discrimination in the workplace

Human rights

Significant

Deterioration of working conditions or living conditions

Human rights

Significant

Health and safety

Significant

Psycho-sociological disorders in the workplace
Use of toxic raw materials

Environment

Significant

Waste management failure

Environment

Significant
Significant

Use of unsustainable packaging

Environment

Excessive overtime for skilled workers

Human rights

Moderate

Failure to protect Ubisoft stakeholders’ personal data

Human rights

Moderate

Illegal work or undocumented work

Human rights

Moderate

Job instability

Human rights

Moderate

Inadequate health and safety conditions at production sites liable to resultin a workplace accident
On-site pollution

172

Health and safety

Moderate

Environment

Moderate

As this analysis focuses on the risks of serious violations, no risk
is classified as low. Group purchases are handled by all of theentities and may be split across various operational departments
based on purchase categories. Once the 17 risks were identified,they were cross-referenced with the purchase categories derived
from the purchasing nomenclature of all the Group’s operational
scopes, with each supplier or subcontractor belonging to a given
category. This cross-referencing established which risks affectwhich purchase categories, and highlighted the highest-risk
purchase categories as a result. For each purchase category, thethree types of risks ‒ environment, personal health and safety,
and human rights and fundamental freedoms ‒ were considered
to be low, moderate, significant or high risk, according to thefollowing chart:

Low risk

Moderate risk

Significant risk

High risk

The purchase category
presents a low risk for the typeof risk considered, if it meetsthe following criteria:■ No identified risk

The purchase category
presents a moderate risk forthe type of risk considered,if it meets the following
criteria:■ Three or fewer risks
identified■ No high risk

The purchase category
presents a low risk for the typeof risk considered, if it meetsthe following criteria:■ Three or fewer risks
identified■ One high risk identified

The purchase category
presents a low risk for the typeof risk considered, if it meetsat least one of the following
criteria:■ More than three risks
identified■ At least two high risks
identified

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5

Based on this chart, and cross-checking identified risks with the purchase categories, the following map was developed.

SoftwareHardwareTelecommunication

Office expenses

TravelConstruction works

Facility Management

Merchandise

Promotional material

Distribution

Manufacturing

Hosting/IT Service

Building

Non-Creative Profit
Services

Generalexpenses

Production

IT

Post Launch
Operation &Certification

NCPS

MarketingMarketing &Production
Operations

Human rights

n

n

n

n

n

n

n

n

n

n

n

n

n

n

n

Health and safety

n

n

n

n

n

n

n

n

n

n

n

n

n

n

n

Environment

n

n

n

n

n

n

n

n

n

n

n

n

n

n

n

1
2

n Low riskn Moderate riskn Significant riskn High risk

It should be noted, however, that as part of its video gameproduction, publishing and distribution operations, Ubisoft may
outsource services, in particular pertaining to IT support, external/
freelance development, marketing and other related activities.

3
The outsourcing of its activities reduces the control that theGroup may have over risks of serious violations of human rights,
personal health and safety or the environment.

4

5.7.6 IMPLEMENTATION AND MONITORING OF MEASURESThe Group takes two types of measures to address these risks:■ measures decided and put in place directly by the gameproduction studios or by the Management of Groupsubsidiaries. Some of these measures were defined andimplemented prior to the coming into force of the Duty ofCare Law and these have been integrated into the day-to-day
processes used by the teams in charge, as from theirapplication;■ the measures decided by the CSR Department in conjunction
with other teams such as the legal, purchasing, diversity andinclusion, human resources departments and theAdministration Department, etc.
For these categories, a risk analysis procedure covering thescope of the Duty of Care and Sapin 2 Laws (human rights andfundamental freedoms, personal health and safety, theenvironment, corruption) is gradually being deployed. At the endof financial year 2022, this procedure was in the process of being
overhauled. The current version involves a three-stage procedure
aimed at assessing the level of supplier risk:■ on the basis of the results obtained, due diligence must thenbe carried out with a more in-depth analysis which may lead tothe drafting of an action plan with the service provider;5■ if the detailed analysis produces an unsatisfactory result but
the process for the negotiation of a contract is to continue, thepurchaser then launches an escalation procedure whichleads to the case being put to a committee of internal expertsthat will issue an opinion on the supplier in question and makea decision as to whether the supplier can be retained on thebasis of CSR criteria.

6Furthermore, for certain purchase categories identified as highrisk, additional and systematic measures are taken, such as
contractual clauses specific to these categories, or on-site social
audits carried out by an independent third party on the basis ofinternational standards. In addition, in November 2021 a task
force was created to draw up a supplier Code of Conduct, which
all Group suppliers and subcontractors will be required to apply.

7
8■ the first stage consists of a pre-analysis questionnairecompleted by the purchaser using the information provided by
the supplier during the sourcing process, information available
in-house, and publicly-available information;

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5.7.7

WHISTLEBLOWING SYSTEM

A secure and anonymous online whistleblowing platform is aimed
at collecting reports issued by employees who witness violationsof the Group’s Code of Conduct or incorporating any breach ofinternational or local law on the part of its stakeholders.
This mechanism is managed at a Group level and hosted by aplatform independent from Ubisoft, which guarantees theprotection of the whistleblower. Ubisoft is committed to dealing
with all reports of misconducts and to follow a timely andimpartial process for their management and investigation. Ubisoft
is also committed to maintaining confidentiality at all stages of
the reporting and investigation process. Whistleblowers may
choose to remain anonymous, or allow the individuals tasked
with investigating the alert to be informed of their identity. They
can thus report any form of potential violation without fear of
retaliation. This platform is accessible to all employees, but also
to any persons finding themselves in unethical situations
involving or affecting the Group.
Ubisoft’s reporting and investigation procedures include various
internal and external committees, consisting of independent
persons and selected to ensure impartiality. The whistleblowing
report is then escalated to one of the specialist committees,

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174

based on the subject matter, in order to be addressed. These
commitments were investigated by the Tripartite Alliance for Fair
& Progressive Employment Practices (TAFEP) in Singapore (1),confirming the confidentiality of the system undertaken by theGroup and the handling of all cases received, by applying
appropriate actions with regard to the perpetrators of the acts
when the cases were proven.
This internal whistleblowing system, already in place to allow theteams to report potential serious violations on the part of Groups
employees, suppliers and subcontractors, has been expanded forany persons witnessing such situations. It is introduced to new
employees during their onboarding and is the subject of anawareness campaign during the annual signing of the Code of
Conduct for all Group employees.
The Code of Conduct reinforces the importance of thewhistleblowing system in the Group’s ethical culture. This
document, translated into 17 languages, is available on theintranet to all employees and is also available on the Group’s
website. After being overhauled in financial year 2020-2021,
it was signed by 96% of the teams at March 31, 2022.

https://www.documentcloud.org/documents/21192173-update-on-tafeps-investigations-into-ubisoft-singapore

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Report of the independent third-party organization on the verification of consolidated non-financial t
performance statement included in the management report

5.8

5REPORT OF THE INDEPENDENT THIRD-PARTY
ORGANIZATION ON THE VERIFICATION OF
CONSOLIDATED NON-FINANCIAL PERFORMANCESTATEMENT INCLUDED IN THE MANAGEMENT REPORTThis is a free translation into English of the Statutory Auditor’s report issued in French and is provided solely for the convenience ofEnglish-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law andprofessional standards applicable in France.

1

To the shareholders,In our capacity as Statutory Auditor, member of Mazars Group and accredited by COFRAC Inspection under number 3-1058 (scope ofaccreditation available on www.cofrac.fr), we have performed work to provide a reasoned opinion that expresses a limited level ofassurance on the historical information (observed and extrapolated) of the consolidated extra-financial performance statement, preparedin accordance with the entity’s procedures (hereinafter the “Statement") for the financial year ended March 31, 2022 (hereinafter
respectively the "Information" and the "Statement"), presented in the management report of the group in application of the provisions ofArticles L. 225-102-1, R. 225-105 and R. 225-105-1 of the Commercial.

2

CONCLUSION

3

Based on the procedures we performed, as described in the "Nature and scope of our work” and the evidence we collected, nothing
has come to our attention that causes us to believe that the consolidated non-financial statement is not presented in accordance withthe applicable regulatory requirements and that the Information, taken as a whole, is not presented fairly in accordance with the
Guidelines, in all material respects.

4

PREPARATION OF THE NON-FINANCIAL PERFORMANCE STATEMENT
The lack of a commonly used framework or established practice on which to base the assessment and evaluation of information allows
for the use of alternative accepted methodologies that may affect comparability between entities and over time.

5

The Statement has been prepared in accordance with the entity’s procedures (hereinafter the “Guidelines”), the main elements ofwhich are presented in the Statement.

RESTRICTIONS DUE TO THE PREPARATION OF THE INFORMATION

6The Information may contain inherent uncertainty about the state of scientific or economic knowledge and the quality of external data
used. Some of the Information is dependent on the methodological choices, assumptions and/or estimates made in preparing theinformation and presented in the Statement.

THE ENTITY’S RESPONSIBILITY

7

The Board of Directors is responsible for:■ selecting or setting appropriate criteria for the provision of the Information;■ preparing the Statement with reference to legal and regulatory requirements, including a presentation of the business model, adescription of the principal non-financial risks, a presentation of the policies implemented considering those risks and the outcomesof said policies, including key performance indicators and also, the Information required by Article 8 of Regulation (EU) 2020/852(EU Taxonomy);8■ and implementing internal control procedures deemed necessary to preparation of information, free from material misstatement,
whether due to fraud or error.

9

The Statement has been prepared by applying the Company’s Guidelines as referred to above.

RESPONSIBILITY OF THE STATUTORY AUDITOR
Based on our work, our responsibility is to provide a report expressing a limited assurance conclusion on:■ the compliance of the Statement with the requirements of article R. 225-105 of the French commercial code;■ the fairness of the Information provided in accordance with article R. 225 105 I, 3° and II of the French commercial code, i.e., theoutcomes, including key performance indicators, and the measures implemented considering the principal risks (hereinafter the“Information”).
However, it is not our responsibility to comment on the entity’s compliance with other applicable legal and regulatory requirements, inparticular the French duty of care law and anti-corruption and tax avoidance legislation nor on the compliance of products and services
with the applicable regulations.
UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

175

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CONTENTSCORPORATE SOCIAL RESPONSIBILITY

u Report of the independent third-party organization on the verification of consolidated non-financial

performance statement included in the management report

This is not our responsibility to express an opinion on:■ the entity's compliance with other applicable legal and regulatory requirements (in particular with regard to the Information required
by Article 8 of Regulation (EU) 2020/852 (green taxonomy), the due diligence plan and the fight against corruption and tax evasion);■ the truthfulness of the Information provided for in Article 8 of Regulation (EU) 2020/852 (EU Taxonomy);■ the compliance of products and services with applicable regulations.

REGULATORY PROVISIONS AND APPLICABLE PROFESSIONAL STANDARDSThe work described below was performed with reference to the provisions of articles A. 225-1 et seq. of the French commercial code,
as well as with the professional guidance of the French Institute of Statutory Auditors (“CNCC”) applicable to such engagements andwith ISAE 3000 (reviewed).

INDEPENDENCE AND QUALITY CONTROL
Our independence is defined by the requirements of article L. 822-11-3 of the French commercial code and the French Code of Ethics(Code de déontologie) of our profession. In addition, we have implemented a system of quality control including documented policies
and procedures regarding compliance with applicable legal and regulatory requirements, the ethical requirements and French
professional.

MEANS AND RESOURCES
Our work was carried out by a team of 4 people between March and May and took a total of 4 weeks.
We conducted about ten interviews with the people responsible for preparing the Statement, representing Corporate Social
Responsibility, Diversity & Inclusion, Online Services, New Business, Investor Relations and Legal department.

NATURE AND SCOPE OF OUR WORK
We planned and performed our work considering the risks of significant misstatement of the Information.
We are convinced that the procedures we have carried out in the exercise of our professional judgment enable us to provide a limited
assurance conclusion:■ we obtained an understanding of all the consolidated entities’ activities and the description of the principal risks associated;■ we assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability, neutrality andunderstandability, with due consideration of industry best practices, where appropriate;■ we verified that the Statement includes each category of social and environmental information set out in article L. 225 102 1 III aswell as information regarding compliance with human rights and anti-corruption and tax avoidance legislation;■ we verified that the Statement provides the Information required under article R. 225-105 II of the French commercial code, where
relevant with respect to the principal risks, and includes, where applicable, an explanation for the absence of the Information
required under article L. 225-102-1 III, paragraph 2 of the French commercial code;■ we verified that the Statement presents the business model and a description of principal risks associated with all the consolidated
entities’ activities, including where relevant and proportionate, the risks associated with their business relationships, their products
or services, as well as their policies, measures and the outcomes thereof, including key performance indicators associated to theprincipal risks;■ we referred to documentary sources and conducted interviews to:• assess the process used to identify and confirm the principal risks as well as the consistency of the outcomes, including the key
performance indicators used, with respect to the principal risks and the policies presented, and• corroborate the qualitative information (measures and outcomes) that we considered to be the most important presented inAppendix 1. Our work was carried out on the consolidating entity and on a selection of entities (1);
■ we verified that the Statement covers the scope of consolidation, i.e., all the consolidated entities in accordance with article
L. 233-16 of the French commercial code within the limitations set out in the Statement;■ we obtained an understanding of internal control and risk management procedures the entity has put in place and assessed the datacollection process to ensure the completeness and fairness of the Information;

(1)

176

Social risks: Ubisoft Divertissements Inc (Canada)
Environmental risks : Montréal Saint Laurent, Montréal De Gaspé Nord, Montréal De Gaspé Sud, Quebec, Saguenay

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

CORPORATE SOCIAL RESPONSIBILITY

Report of the independent third-party organization on the verification of consolidated non-financial t
performance statement included in the management report5■ for the key performance indicators and other quantitative outcomes that we considered to be the most important presented inAppendix 1, we implemented:• analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in those data,• tests of details, using sampling techniques, in order to verify the proper application of the definitions and procedures andreconcile the data with the supporting documents. This work was carried out on a selection of contributing entities (2) and covers
between 20% and 44% of the consolidated data relating to the key performance indicators and outcomes selected for thesetests;■ we assessed the overall consistency of the Statement based on our knowledge of all the consolidated entities.
The procedures performed for a moderate assurance engagement are less extensive than those required for a reasonable assurance
engagement performed in accordance with the professional doctrine of the Compagnie nationale des commissaires aux comptes.
Indeed, the procedures performed for reasonable assurance required more comprehensive verification work.

1

The independent third-party organisation,
Mazars SAS

2

Paris La Défense, May 31st 2022

Julien MAULAVE
Partner

Souad EL OUAZZANI
Sustainability Partner

3
4
5
6
7
8
9

(2)

Social risks: Ubisoft Divertissements Inc (Canada)
Environmental risks : Montréal Saint Laurent, Montréal De Gaspé Nord, Montréal De Gaspé Sud, Quebec, Saguenay

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

177

5

CONTENTSCORPORATE SOCIAL RESPONSIBILITY

u Report of the independent third-party organization on the verification of consolidated non-financial

performance statement included in the management report

APPENDIX 1 : LIST OF QUALITATIVE INFORMATION, INCLUDING KEYPERFORMANCE INDICATORS AND CONTRIBUTING ENTITIES
Qualitative information (actions and results) relating to the main risks
Environmental policy: environmental strategy, carbon footprint
Policy related to player health and safety: player safety strategy, personal data protection, accessibility of games
Human resources policy
Quantitative indicators including key performance indicators
Headcount (March 31st, 2022) and split by age, gender, and geographic area
Percentage of average workforce trained
Number of training hours per employee trained
Frequency rate of work-related accidents
Severity rate of workplace accidents
Number of days of employee absence per employee
Percentage of female managers
Electricity consumption (excluding servers)
Consumption of gas and oil for local heating (buildings)
Percentage of electricity consumption from renewable sources
Number of kilometers traveled by plane178

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

6

CONTENTSFINANCIALSTATEMENTS

6.1 6.1CONSOLIDATEDCONSOLIDATEDFINANCIALFINANCIALSTATEMENTS
STATEMENTS
FORFORTHE THE
YEAR
YEAR
ENDED
ENDED
MARCH
MARCH
31, 2022
31, 2022
180 180

6.1.16.1.1
Summary
Summary
statements
statements

180 180

6.1.26.1.2
NotesNotes
to thetoconsolidated
the consolidated
financialfinancialstatements
statements
184 184
6.1.36.1.3
OtherOther
accounting
accounting
principles
principles

235 235

6.2 6.2STATUTORYSTATUTORYAUDITORS’
AUDITORS’REPORTREPORT
ON THEON THECONSOLIDATEDCONSOLIDATEDFINANCIALFINANCIALSTATEMENTS
STATEMENTS
236 236

1
2
3

6.4 6.4STATUTORYSTATUTORYAUDITORS’
AUDITORS’REPORTREPORT
ON THEON THESEPARATESEPARATE
FINANCIALFINANCIALSTATEMENTS
STATEMENTS
270 2704

6.5 6.5STATUTORYSTATUTORYAUDITORS’
AUDITORS’

SPECIAL
SPECIALREPORTREPORTON REGULATEDON REGULATEDAGREEMENTS
AGREEMENTS
ANDANDCOMMITMENTSCOMMITMENTS
275 275

5

6.6 6.6UBISOFTUBISOFTENTERTAINMENTENTERTAINMENTSA SA

RESULTSRESULTSFORFORTHE THEPASTPAST
FIVEFIVE
FINANCIALFINANCIAL
YEARS
YEARS
276 276

6

6.3 6.3SEPARATESEPARATE
FINANCIALFINANCIALSTATEMENTS
STATEMENTSOF UBISOFTOF UBISOFTENTERTAINMENTENTERTAINMENTSA FOR
SA FORTHE THE
YEAR
YEAR
ENDED
ENDED
MARCH
MARCH
31, 2022
31, 2022
242 2426.3.16.3.1
Summary
Summary
statements
statements

242 2426.3.26.3.2
NotesNotes
to thetoseparate
the separate
financialfinancialstatements
statements

245 245

7
8
9

UBISOFTUBISOFT- UNIVERSAL- UNIVERSALREGISTRATIONREGISTRATIONDOCUMENT
DOCUMENT- 2021-22- 2021-22 179 179

6CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

6.1

CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2022

6.1.1

SUMMARY STATEMENTS

Statement of financial position
ASSETS(in € millions)

Notes

Net
03/31/22

Net
03/31/21

Goodwill

17 to 20

132.1

220.7

Other intangible assets

21 to 23

1,882.0

1,453.2

Property, plant and equipment

24 to 25

207.4

199.8

Right-of-use assets

27 to 28

302.3

282.1

Investments in associates——

Non-current ﬁnancial assets

38

52.3

16.1

Deferred tax assets

31

180.4

173.1

2,756.5

2,345.0

Non-current assets
Inventory

10

22.2

23.1

Trade receivables

5

471.0

342.7

Other receivables

12/32

208.1

260.6

38

0.8

—

Current ﬁnancial assets
Current tax assets
Cash management financial assets

37

Cash and cash equivalents

37

48.0

45.7

—

239.9

1,452.5

1,627.7

Current assets

2,202.7

2,539.8

TOTAL ASSETS

4,959.2

4,884.8

03/31/22

03/31/21

LIABILITIES AND EQUITY(in € millions)

CapitalNotes

47 to 48

Premiums
Consolidated reserves

50 to 51

Consolidated earnings
Equity attributable to owners of the parent company
Non-controlling interests

52

Total equity

9.6
556.0

1,088.0

987.1

79.1

103.1

1,807.1

1,655.7

2.0

9.3

1,809.0

1,665.0

Provisions

34

10.0

5.0

Employee beneﬁt

14

20.2

21.6

Long-term borrowings and other ﬁnancial liabilities

37

1,420.3

1,894.9

Deferred tax liabilities

31

183.1

158.5

Other non-current liabilities

34

Non-current liabilities
Short-term borrowings and other financial liabilities

180

9.7
630.2

37.0

34.4

1,670.6

2,114.3
200.0

37

649.9

Trade payables

11/26

156.6

152.0

Other liabilities

6/34

644.9

737.8

Current tax liabilities

28.1

15.8

Current liabilities

1,479.6

1,105.5

TOTAL LIABILITIES

4,959.2

4,884.8

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6Consolidated income statement(in € millions)

Sales

Notes

03/31/22%

03/31/21%

4

2,125.2

100 %2,223.8

100 %

87 %

1,898.1

Cost of sales(269.7)Gross profit

1,855.5(325.7)

R&D costs

8(822.5)(827.1)Marketing costs

8(412.6)(442.8)Administrative and IT costs

8(270.2)

Profit (loss) from ordinary operating activities

350.2

Other non-current operating expenses#N/A(228.4)
16 %

399.8

(108.7)(110.4)——

Other non-current operating income
Operating profit (loss)

241.5

Interest expense(24.5)

Interest income on cash and cash equivalents

11 %

289.4

1.5

1.1

(23.0)(17.4)Net foreign exchange gains/losses

(1.2)

(8.2)

Other ﬁnancial expenses(25.4)(27.0)

Other ﬁnancial income

1.2
36(48.4)

Share of proﬁt of associates
Income tax

13 %

2

(51.6)-5%(132.6)-6%

CONSOLIDATED NET INCOME

79.5

4%

105.2

5%

Net income attributable to owners of the parent company

79.1

103.1

0.4

2.1

Basic earnings per share (in euros)

0.66

0.87

Diluted earnings per share (in euros)

0.65

0.85

52

Earnings per share attributable to ownersof the parent company

53

3

-2 %

—

(113.6)

Net income attributable to non-controlling interests

1

1.0
-2 %

—
29 to 3018 %

(18.4)Net borrowing costs

Net financial income

85 %

4
5

Statement of comprehensive income
03/31/22

03/31/21

Net profit (loss) for the period

79.5

105.2

Items reclassified subsequently under profit or loss

39.1

23.0

Foreign exchange gains and losses on foreign operations

39.1

23.0

Effective part of the change in fair value of cash ﬂow hedges——

Tax on other comprehensive income reclassiﬁed subsequently under proﬁt or loss——

Items not reclassified subsequently under profit or loss

2.8

(1.9)

Actuarial gains and losses on post-employment obligations

3.9

(2.6)

Tax on other comprehensive income not reclassiﬁed subsequently under proﬁt or loss

(1.0)

0.7

Other profits (losses) not reclassiﬁed subsequently under proﬁt or loss

(0.1)

—

Other comprehensive income

41.9

21.1

121.4

126.3

121.0

124.2

0.4

2.1

(in € millions)

COMPREHENSIVE INCOME FOR THE PERIOD

6
7
8

Attributable to■ Owners of the parent company■ Non-controlling interestsUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

181

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

Consolidated table of change in equity
Attributable to owners of the parent company
Consolidated reserves(in € millions)

182

Capital Premiums

Trading onown
Reserves
sharesForeignexchange
gains andlossesSITUATION
AT 03/31/20

9.4

475.4

1,319.2(306.0)(57.8)

Profit (loss)

—

—

—

—

—

Financial
year net
incomeTotal Attributable
Ownersto nonof thecontrollingparentinterests(125.6) 1,314.6
103.1

103.1

Total
equity7.2 1,321.7
2.1

105.2

Other comprehensive
income

—

—

(1.9)

—

23.0

—

21.1

—

21.1

Comprehensive income

—

—

(1.9)

—

23.0

103.1

124.2

2.1

126.3

Allocation of consolidated
proﬁt (loss) in N-1——(125.6)

—

—

125.6

—

—

—

Change in scope

—

—

—

—

—

—

—

—

—

Change in the share capitalof the parent company

20.3

80.5

—

—

—

—

80.7

—

80.7

Options on ordinary sharesissued

—

—

56.8

—

—

—

56.8

—

56.8

Sales and purchasesof own shares——(11.9)

43.3

—

—

31.4

—

31.4

Commitment to purchaseminority shareholders'shares

—

—

48.0

—

—

—

48.0

—

48.0

SITUATION
AT 03/31/21

9.6

556.0

1,284.6(262.7)(34.8)

Profit (loss)

—

—

—

—

—

103.1 1,655.7
79.1

79.1

9.3 1,665.0
0.4

79.5

Other comprehensive
income

—

—

2.8

—

39.1

—

41.9

—

41.9

Comprehensive income

—

—

2.8

—

39.1

79.1

121.0

0.4

121.4

Allocation of consolidated
proﬁt (loss) in N-1

—

—

103.1

—

—

(103.1)———

Change in scope

—

—

—

—

—

—

—

—

—

Change in the share capitalof the parent company

0.1

74.3

—

—

—

—

74.4

—

74.4

Increase/decrease throughchanges in ownership ofinterests in subsidiaries
without gain/ loss of control

—

—

7.8

—

—

—

7.8

(7.8)

—

Options on ordinary sharesissued

—

—

54.1

—

—

—

54.1

—

54.1

Sales and purchasesof own shares——(22.5)(85.5)——(108.1)—(108.1)

Commitment to purchaseminority shareholders'shares

—

—

2.2

—

—

—

2.2

—

2.2

SITUATION
AT 03/31/22

9.7

630.2

1,432.1(348.3)

4.2

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

79.1 1,807.1

2.0 1,809.0

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

Cash flow statement
Notes(in € millions)

03/31/22

03/31/21

79.5

105.2

—

—

Cash flows from operating activities
Consolidated proﬁt (loss)
Share of proﬁt of associates
Net amortization and depreciation on property, plant and equipment andintangible assets

17/21/24/27

672.3

658.7

Net provisions

5/10/14/34

6.4(16.1)

15

54.1

56.8

Cost of stock-based compensation
Gains/losses on disposals

0.2

0.9

Other income and expenses calculated

26.4

32.6

113.6

132.6

952.6

970.7

Income tax expense

29

Cash flows from operating activities
Inventory

10

2.5

10.9

Customers

5(118.2)(45.7)(131.4)

Other assets (excluding deferred tax assets)
Trade payables
Other liabilities (excluding deferred tax liabilities)
Deferred income and prepaid expenses

32

60.3

11/26

1.1

1.2

34

(52.9)

316.8(48.8)(81.1)(156.0)

70.6

6/12

Change in working capital linked to operating activities
Current income tax expense
Cash flow generated by operating activities (1)(90.9)(83.4)

705.7

957.9

1
2
3

Cash flows from investing activities
Payments for internal and external developments

22(855.9)(753.2)

Payments for other intangible assets

22(23.7)(18.7)

Payments for property, plant and equipment

25(67.0)(78.1)

0.2

0.1

Payments for the acquisition of ﬁnancial assets

38(113.4)(200.4)

Refund of loans and other ﬁnancial assets

38

78.3

198.1

Proceeds from the disposal of intangible assets and property, plant andequipment

Change in scope(2)

Cash used from investing activities(26.5)(16.0)(1,007.9)(868.2)158.3

1,139.6(41.4)(35.7)(215.6)(506.8)

4
5
6

Cash flow from financing activities
New borrowings

37

Refund of borrowings in relation to leases
Refund of borrowings

37

Funds received from shareholders in capital increases

74.4

80.7
(239.9)Change in cash management assets

37

239.9

Sales/purchases of own shares

50(117.0)

25.8

98.6

463.8

NET CHANGE IN CASH AND CASH EQUIVALENTS(203.7)

553.6

Cash and cash equivalents at the beginning of the period

1,565.2

986.9

Cash generated by financing activities

Foreign exchange losses/gains
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD(1) Including interests paid
(2) Including cash in companies acquired and disposed of

29.8

24.7

1,391.4

1,565.2(15.4)—(10.3)—

03/31/22

03/31/21

1,452.5

1,627.778
9The change in net cash breaks down as follows :Cash and cash equivalents
Bank overdrafts
CASH AND CASH EQUIVALENTS IN THE CASH FLOW STATEMENT(61.2)(62.6)

1,391.4

1,565.2

The main changes are covered in section 2.6.3 of the annual financial report.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

183

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

6.1.2

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSCONTENTS
Note 1Highlights and general principles

185

Note 29

Analysis of tax expenses/savings

214

Note 2Main changes in scope

188

Note 30

Note 3

Scope of consolidation

188

Note 4

Sales

189

Reconciliation between the theoreticalincome tax expense and the recognizedincome tax expense

214

Note 5Trade receivables and related accounts

191

Note 31

Deferred tax

215

Note 6

Deferred income

192

Note 32

Other receivables

217

Note 7

Segment information

192

Note 33

Transfers of financial assets

218

Note 8Operating expenses by destination

193

Note 34

Other liabilities

218

Note 9Other non-current operating expenses

194

Note 35

Related-party transactions

219

Note 10Inventory

195

Note 36

Profit and loss related to financial assets
and liabilities

220

Note 11

Trade payables

195

Note 12Prepaid expenses

195

Note 37

Financial debt

221

Note 13

Personnel expenses

196

Note 38

Financial assets

224

Note 14

Employee benefits

196

Note 39

Cash flow hedging and other derivative
instruments

226

Note 15

Compensation in shares and equivalents

198

Note 40

Interest rate risk

227

Note 16

Compensation of corporate officers(related-party transactions)202

Note 41

Liquidity risk

227

Note 17

Goodwill impairment

203

Note 42

Covenants

227

Note 18

Goodwill

204

Note 43

Foreign exchange risk

228

Note 19

Key assumptions used to calculate
recoverable values

Note 44

Credit and counterparty risk

229

205

Note 45

Equity market risk

229

Note 20

Sensitivity of recoverable amounts

205

Note 46

Fair value hierarchies of financial assets
and liabilities

230

Note 21

Amortization and impairmentof other intangible assets

207

Note 47

Capital230

Inventory value changes in otherintangible assets during the financial
year

Note 48

Number of Ubisoft Entertainment SA
shares231

207

Note 49

Dividends

231

Note 23

Recoverable value of brands

210

Note 50

Own shares

231

Note 24

Depreciation and impairment of property,
plant and equipment

Note 51

Translation reserve

231

Note 52

Non-controlling interests

232

Note 53

Earnings per share

232

Note 54

Off-statement of financial positioncommitments related to the financingof the Company

233

Note 55

Off-statement of financial positioncommitments to employees of the Group233

Note 56

Leases233

Note 57

Other commitments

234

Note 22

Note 25

Inventory value and changes in property,
plant and equipment during the financial
year

211

Note 26

Suppliers of non-current assets

212

Note 27

Depreciation and impairment of right-ofuse assets relating to leases

213

Note 28

184

210

Inventory value and movements during
the financial year right-of-use assets

213

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

6.1.2.1 Description of the business and basis of preparation of the financial statements

NOTE 1HIGHLIGHTS AND GENERAL PRINCIPLES

Financial year highlights

April to December 2021: Trading in own shares■ Ubisoft Entertainment SA entrusted Exane BNP Paribas with
two share buyback mandates signed on March 23, 2021 andApril 1, 2021, for a total of 596,000 shares that may beallocated to the employee share ownership plan or canceled.
Between April 1 and 9, 2021, the company bought back
432,000 shares at an average price of €66.6, i.e. an amount of€28.8 million.
■ The company entrusted Kepler Chevreux with four sharebuyback mandates signed on May 19, 2021, November 2,
2021, December 7, 2021 and December 15, 2021, for a totalof 2,252,000 shares that may be allocated to the employee
share ownership plan or canceled.
Between May 21 and December 23, 2021, the company
bought back 2,252,000 shares at an average price of €48.3,
i.e. an amount of €108.6 million.
■ On July 22, 2021, the company entered into a forward
agreement with a financial intermediary for the purposes of its
employee share ownership plans. On August 3, 2021, at theterm of the agreement, the company acquired 365,419 sharesat an average price of €54.74 for a total amount of€20.0 million.

September 2021: “MMO” employee shareownership plan

The Company’s Board of directors decided to carry out a capitalincrease on February 10, 2021, reserved for employees otherthan members of Group savings plans. Beneficiaries were offered
the option of acquiring Company shares with a 15% discount as
part of a leveraged formula through a company mutual fund
(FCPE) or stock appreciation rights (SAR). The latter benefited
from an additional contribution equal to three times their personal
contribution, capped at €300 per holder. After a five-year period,or before the end of this period in the event of early release, eachbeneficiary is also guaranteed to receive their initial investment ineuros (comprising their personal contribution increased by theadditional contribution) as well as a multiple of the possible
average protected increase in the share price.

On September 22, 2021, Ubisoft Entertainment delivered
864,759 shares (FCPE formula) and created 1,354,140 shares(SAR formula) at a price of €46.68.

February-March 2022: Situation in Ukraine/
RussiaIn light of the geo-political situation, an impact analysis was
performed to measure the loss of productivity in Ukraine.

1

As at the closing date, there was no indication of asset
impairment nor doubts as to the activity of the two studios in
Ukraine. The Group’s exposure is limited to its investments inbuildings, estimated at €5 million, and lease agreements for€6 million.

2

The Group’s activity in Russia is marginal.

March 2022

A cybersecurity incident affected the Group, causing a temporaryinterruption of some of its games, systems, and services.
Players’ personal data were not viewed or exposed during thisincident.

3

Company presenting the consolidated
financial statements

4

Ubisoft Entertainment SA is domiciled in France at 2, rue duChêne Heleuc, 56910 Carentoir.
The consolidated financial statements of Ubisoft Entertainment
for the year ended March 31, 2022 cover Ubisoft Entertainment
SA and the entities it controls or over which it exerts significant
influence (collectively referred to as “the Group”).

5

The financial statements were approved by the Board of
directors, which authorized their publication on May 11, 2022.
They will be presented for approval at the General Meeting ofJuly 5, 2022.

6
7
8
9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

6.1.2.2 Basis of preparation of the financial statements as at March 31, 2022
Pursuant to European Regulation No. 1606/2002 of July 19, 2002,
the accounting principles used for the preparation andpresentation of the Group’s consolidated financial statements as
at March 31, 2022 comply with IFRS standards andinterpretations as adopted by the European Union as at
March 31, 2022.
The accounting principles applied as at March 31, 2022 are thesame as those used for the consolidated financial statements as
at March 31, 2021, with the exception of the standards and/or
amendments to standards described below, adopted by theEuropean Union and applicable from April 1, 2021.
Standard

The principles used for the preparation of the financial statements
as at March 31, 2022 are the result of the application:■ of all standards approved and published in the Official Journal
by the European Commission prior to March 31, 2022 andmandatory as of April 1, 2021;■ of recognition and measurement options available under IFRS:

Option used

IAS 2

Inventories

Measurement of inventories according to the weighted average unit cost

IAS 16

Property, plant and equipment

Measurement at historical amortized cost

IFRS 9Acquisitions of minority financial investments Measurement at fair value through profit or loss

IAS 36

Intangible assets

Measurement at historical amortized cost

The Group’s consolidated financial statements are presented in millions of euros with one decimal place, unless otherwise indicated.
Rounding up or down to the nearest million euros may, under certain circumstances, lead to non-significant discrepancies in the totals
and sub-totals featured in the tables.

6.1.2.3 Texts for which application is not mandatory for financial years beginning
after April 1, 2021 and applied earlyNone

6.1.2.4 Texts with mandatory application after April 1, 2021 and not applied early■ amendments to IFRS 9, IAS 39, IFRS 7 – Interest ratebenchmark reform – Phase 2;■ IFRIC Decision – Attributing benefit to periods of service(IAS 19);■ amendments to IFRS 16 – Covid-19-related rent concessions
beyond June 30, 2021;■ IFRIC decision – Configuration or customization of costs in acloud computing arrangement (IAS 38);

■ amendments to IFRS 3 – Reference to the conceptual
framework;■ IFRIC decision – Hedging variability in cash flows due to realinterest rates (IFRS 9).

■ amendments to IAS 16 – Proceeds before intended use;

The Group analyzed the impacts and practical consequences ofthese decisions and amendments and concluded that they had no
significant impact on the consolidated financial statements for theyear ended March 31, 2022.

■ amendments to IAS 37 – Onerous contracts – Cost of fulfillinga contract;■ amendments to IFRS standards 2018-2020 (IFRS 1, IFRS 9);

6.1.2.5 Use of estimates
Preparation of consolidated financial statements in accordancewith IFRS requires the Group’s management to make estimatesand assumptions that affect the application of the accounting
principles and the amounts recognized in the financial
statements.
These estimates and underlying assumptions are established andreviewed continuously on the basis of past experience and other186

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

factors considered reasonable in light of the circumstances. They
therefore serve as a basis for the calculation of the carrying
amounts of assets and liabilities that cannot be obtained fromother sources. Actual values may differ from estimates.
The Executive Management uses its judgment to define theaccounting treatment of certain transactions.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

Relevant note6

Key sources of estimation

Note 2Main changes in scope

The key sources of estimation are for the estimation of earn-outs and put
option liabilities, which are usually conditional on a future level of
performance over a multi-year period.

Notes 19 - 20 - 23

Key assumptions used
for the determination andsensitivity of recoverable values

Main assumptions used to determine the recoverable value of assets withindefinite useful lives.

Note 21

Other depreciation, amortizationand impairmentof intangible assets

Future sales projections used to calculate expected cash flows.

Note 14

Employee benefits

Discount rate, inflation, return on plan assets and wage growth.

Note 15

Compensation in sharesand equivalentModel and underlying assumptions used to determine fair values.

Note 34

Provisions

Underlying assumptions made to appraise and estimate risks.

Note 4Sales

The assumptions used for provisions for returns and price reductions madeon physical retail sales are based on expected inventory sell-off over 6 to
12 months after closing and any reductions in the unit selling price grantedby the Company.
The Group uses estimates for the estimated period of service for each gamecategory.

Note 31

Deferred tax

Assumptions used to recognize deferred tax assets and assessment of
uncertain tax positions in the application of the IFRIC 23 interpretation.

Notes 24 - 27 28 - 37

LeasesAssumptions adopted to recognize the right to use a leased asset, valuationof lease liabilities, calculation of the discount rate, of the term of anagreement, the depreciation period of non-removable leasehold
improvements, the accounting treatment further to modifications tocontractual terms and conditions.

1
2
3
4

6.1.2.6 Comparability of financial statements
Change in methods used for consolidation, measurement, and presentation

The accounting principles used for these financial statements are identical to those applied to the Group consolidated financial
statements for the financial year ended March 31, 2021.

5

The Group performed an impact analysis on the IFRIC decision on Attributing Benefit to Periods of Service (IAS 19 Employee Benefits)
and the cost of configuring and adapting software used in SaaS mode (IAS 38). No impact on the consolidated financial statements was
identified.

6

Additional estimate
None

Other items affecting comparability
None

7
8
9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

6.1.2.7 Main changes in scope and consolidation scope

NOTE 2 MAIN CHANGES IN SCOPE
Acquisitions of companies

Mergers and dissolutions of subsidiaries

Exercise of call options

September 2021: Dissolution of SmartDC Heerlen BVJuly 2021: Dissolution of Performance Group BV

None

On April 14, 2021, Ubisoft acquired an additional 4% in Kolibri
Games GmbH by exercising its first call option, then on
October 4, 2021, it acquired the remaining 21% of the company,
which it now owns in full.

Opening of subsidiaries

March 2022: Dissolution of Dev Team LLC
March 2022: Merger of Ivory Art & Design SARL with Ivory
Tower SASThe dissolutions and merger had no impact on the consolidated
financial statements for the financial year.

July 2021: Creation of Hotrod Tanner LLC in the United States

NOTE 3 SCOPE OF CONSOLIDATIONAs at March 31, 2022, 80 entities were consolidated (83 entities
as at March 31, 2021).

Other subsidiaries and special purpose entities
contribution is not significant are not included in this list:

whose

Only significant entities are presented in the table below. The
significance of entities is assessed according to their respective
contribution to capitalized production costs and their contribution
to Group sales.
Country

Percentage
of control

FranceParent company

Parent company

FC

EditionUbisoft Ltd

UnitedKingdom

100%

100%

FC

Publishing

Ubisoft Inc.

Publishing

Company
Ubisoft Entertainment SA

Percentage Consolidationof interest
methodMain
business

United States

100%

100%

FC

Ubisoft GmbHGermany

100%

100%

FC

Publishing

Ubisoft Srl

Romania

100%

100%

FC

Production

Ubisoft Entertainment Inc.

Canada

100%

100%

FC

Production

Ubisoft EMEA SAS

France

100%

100%

FC

Publishing

Ubisoft Production Internationale SAS

France

100%

100%

FC

Production

Ubisoft Toronto Inc.

Canada

100%

100%

FC

Production

Ubisoft Paris SAS

France

100%

100%

FC

Production

Ubisoft Montpellier SAS

France

100%

100%

FC

Production

Ubisoft Entertainment Sweden AB

Sweden

100%

100%

FC

Production
Production/
Distribution

Ubisoft Mobile Games SARL
Ubisoft Blue Byte GmbH
Kolibri Games GmbH
Shanghai Ubi Computer Software Co.Ltd
Ubisoft Singapore Pte.Ltd
i3D.net BVFrance

100%

100%

FC

Germany

100%

100%

FC

Production

100%

FC

Production/
Distribution
Production

Germany

100%

China

100%

100%

FC

Singapore

100%

100%

FC

Production

Netherlands

100%

100%

FC

Cloud Gaming

FC = Full Consolidation

The closing date of the annual accounting period for consolidated
companies is March 31. Certain companies use December 31 as
their closing date but draw up financial statements for the period
from April 1 to March 31 for the consolidated report.
The organization chart is presented in part 2.4.3 of the annual
financial report.
As at March 31, 2022, all companies of the Group are fully
consolidated with the exception of Shanghai UNO Network
Technology Co. Ltd (consolidated with the equity method).

188

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Non-controlling investments in the net assets of consolidated
subsidiaries are presented in a separate line of equity attributableto owners of the parent company “Non-controlling investments”.
Non-controlling investments include the amount of noncontrolling interests as of the date of taking control and the shareheld by the non-controlling shareholders in any change in equity
since this date. Unless otherwise stipulated by contractual
agreement, any negative earnings recorded by subsidiaries are
systematically split between the equity attributable to the ownersof the parent company and to non-controlling investments on thebasis of their respective percentage interests, even if these
become negative.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

6.1.2.8 SalesNOTE 4 SALES
ChangeChangecurrent
rates

Changeconstant
rates

Sales

03/31/22

03/31/21

Digital1,712.4

1,660.4

51.9

3.1%

2.9%

Physical sales

318.4

468.7

(150.2)-32.1%-32.8%

Services

91.0

92.6

(1.6)

-1.8%

-3.0%

Licences

3.5

2.1

1.4

66.8%

63.4%

TOTAL

2,125.2

2,223.8(98.6)

-4.4%

-4.8%

1

Sales decreased by 4.4% at current exchange rates, and by 4.8% at constant exchange rates, between March 31, 2021 andMarch 31, 2022.
Sales at constant exchange rates are calculated by applying to the data for the period under review the average exchange rates used
for the same period of the previous financial year.
Breakdown of sales as at March 31, 2022

RÉPARTITION DU CHIFFRE D’AFFAIRES AU 31 MARS 2021

15%

2

Breakdown of sales as at March 31, 2021

RÉPARTITION DU CHIFFRE D’AFFAIRES AU 31 MARS 2020

3

0.1%
4.2%

0.2%
4.3%
21.1%

4

80.6%

74.7%

5
DigitalPhysical sales

Services

Licences

67
8
9UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

ACCOUNTING PRINCIPLESSales of video games without associated services(Digital and Physical Sales)
Digital sales of video games
These correspond to the sale of games or additional content
through 100% digital media (content for download:
downloadable video games, DLC, etc.). Revenue from digitalsales is recognized at the date the downloadable content ismade available.
If applicable, deferred income is recognized to defer therecognition of sales revenue where the content sold has notbeen made available to customers at the closing date.
Moreover, in the context of distribution contracts that are thesubject of specific compensation methods such as guaranteed
minima, reference to the date of transfer of control is liable tolead to one part of the revenue being carried forward.

Physical sales of video games
Sales from the sale of boxed video games is recognized at thedate of product delivery to the distributors, less rebates and aprovision for returns and price reductions, if applicable.
For boxed games sold in retail but also including digital content(season pass, DLC, etc.), part of this content is isolated andreclassified in digital sales. The allocation is made on the basisof the individual sale of each element included in the offer.

Sales of video games including an online functionality
such as Live Services (Digital and Physical sales)
The service identified constitutes a separate service obligation,
which is spread out over the estimated lifetime of the service asof the date on which the game is marketed.

Ubisoft identifies two obligations on these types of games:■ an initial obligation associated with the digital or physicaldelivery of the content, where revenue associated with thisinitial obligation shall be recognized at the date of delivery of
the content. The detailed methods used for the recognitionof the revenue are identical to those described for the
associated sales without services;■ a performance obligation corresponding to the provision of aset of services to the end user (the player) including inparticular rights over unspecified future content (updates,
corrections, improvements, maintenance and potentially any
delivery of free content) and functionalities enabling online
access to this content. The sale price relating to this service
obligation is calculated depending on the service charge
calculated by category of game. The revenue associatedwith this service obligation is recognized in accordance witha linear spread profile over the expected lifetime of thegame for final users.

Licenses relating to video games or works of cinema
Licensing agreements constitute:■ either an access right staggered over time;■ or a recognized right-of-use as of a given date, based on theuse made of the license by the license-holder whichcorresponds to the date on which the licensed content istransferred to the client and which the client may benefit
from without restriction.
The reference made to the date of transfer of control is liable tolead to one part of the revenue being carried forward.

Virtual currency
Virtual currency constitutes a separate performance obligation.
Revenue is staggered over the estimated term of use of thecredits.
Subscriptions
Revenue from subscriptions is recognized on a straight-line
basis over the term of the service provided.

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CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

NOTE 5 TRADE RECEIVABLES AND RELATED ACCOUNTS
Foreignexchange
conversion

Closing

473.2

OpeningMovement

Reclassiﬁcations

Change in
scope

344.7

118.2

—

—

10.3

TOTAL AT 03/31/22

344.7

118.2

—

—

10.3

473.2

TOTAL AT 03/31/21

309.2

45.7

(0.6)

—

(9.6)

344.7

Change inscope

Foreignexchange
conversion

Closing

Trade and other receivables

Trade receivables

Provisions

Opening

Provisions

Reversals Reclassiﬁcations

Trade receivables

2.0

0.3

(0.2)

—

—

0.1

2.2

TOTAL AT 03/31/22

2.0

0.3

(0.2)

—

—

0.1

2.2

TOTAL AT 03/31/21

2.1

0.5

(0.1)

(0.6)

—

—

2.0

Overdue – 1 to
30 days

Overdue – 31 to
60 days1
2

Trade receivables are broken down by maturity in the table below:
Total

Not yet due

Overdue – 61 to Overdue 91 days
90 days
and more

Trade receivables

473.2

437.5

14.1

7.2

3.9

10.6

TOTAL AT 03/31/22

473.2

437.5

14.1

7.2

3.9

10.6

TOTAL AT 03/31/21

344.7

317.9

14.8

6.1

1.7

4.2

Credit risk

Ubisoft’s largest customer accounts for 24% of the Group’s pretax sales, the top five customers account for 55%, and the top
ten, 65%.

■ digital distributors (representing 80.6% of the total sales of
the Group);

In view of the quality of the counterparties relating to digital sales
and of the credit insurance covering 94% of physical sales, theexpected impairment loss on trade receivables is limited asregards the Group.

Ubisoft’s main clients are spread out worldwide. They are
structured in particular by:■ physical distributors (representing 15.0% of the total sales of
the Group):3
4
5

In order to protect itself against the risks of non-payment, theGroup has set up a global risk pooling policy that covered 94%
of Group physical sales at the end of March 2022.

6

ACCOUNTING PRINCIPLES
Trade and other receivables linked to operating activity arerecorded at amortized cost – in most cases the same as parvalue – minus any loss of value recorded in a special impairment
account. As receivables are due in under a year, they are notdiscounted.
In accordance with IFRS 9, the Group uses the simplified modelfor the impairment of commercial receivables based on theanalysis of expected losses over the receivable’s lifetime. After
analyzing the probability of default of creditors, certain
commercial receivables may be subject to impairment.
According to IFRS 9, value adjustments for losses due to
expected credit losses correspond either to:■ expected credit losses for twelve months after the closing
date;

The assessment of expected credit losses over the total
lifetime of the financial asset applies if the credit risk for afinancial asset at the closing date has significantly increased
since its initial recognition. Otherwise, the assessment is madeaccording to the expected credit losses for the coming twelve
months.

7

The difference between the carrying amount and recoverable
value is recorded as profit (loss) from ordinary operating
activities. Impairment may be reversed if the asset regains its
value in future. Reversals are recognized in the same item asprovisions. Impairment is deemed permanent when thereceivable itself is considered to be permanently irrecoverable
and written off.

89■ expected credit losses over the life of the financial asset.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

NOTE 6 DEFERRED INCOME
Foreignexchange
Reversal Reclassiﬁcations conversion

Opening

Provisions

51.4

—

(46.1)—

Deferred digital sales (1)(2) (3)

Change inscope

Closing

1.1

—

6.4
293.1

287.9

244.0

(240.8)—

2.1—

Other deferred income

13.7

—

(5.4)

—

0.4

—

8.7

TOTAL AT 03/31/22

352.9

244.0

(292.3)

—

3.5

—

308.2

TOTAL AT 03/31/21

275.0

354.7

(272.6)

—

(4.1)

—

352.9

Deferred revenues related to IFRS 15

Deferred income is comprised mainly of:(1) deferred income linked to digital game sales featuring content
available for download. Deferred income is recognized if thedate on which the content is available for download is after
the sale of the game;

NOTE 7(2) deferred services linked to sales of games including Live
Services type online functionality;(3) deferred revenue relating to licensing agreements when these
agreements constitute specific compensation methods suchas guaranteed minima.

SEGMENT INFORMATION

In accordance with IFRS 8, the Group produces segment
information. Segment information is compiled using the data
presented for the analysis of the business performance by the
Board of directors, which is the Group’s main operational
decision-making body.

The operating segments reported correspond to the publication/
production and publishing activities at the level of which
operational decisions are made.
This segment information is consistent with the groups of CGUs
identified for the impairment tests (see 6.1.2.11).

Operating profit (loss) by sector
03/31/22

03/31/21

Edition/Publishing Intercompany
Production

External sales

360.6

1,764.6

Cross-segment – sales (1)1,208.5

27.6

Sales

1,569.1

1,792.2

Cost of sales(40.0)

Gross profit

Edition/Group
Publishing Intercompany
Production

2,125.2

Group

305.9

1,918.0

1,291.8

24.5(1,236.1) 2,125.2

1,597.7

1,942.5(1,316.4) 2,223.8(229.7)(269.7)(52.4)(273.4)(325.8)(1,316.4) 1,898.1(1,236.1)

2,223.9(1,316.4)—

1,529.1

1,562.5(1,236.1) 1,855.5

1,545.3

1,669.1

R&D costs(781.5)(1.1)(782.6)

(0.8)

(0.4)

(1.2)

Marketing costs(98.6)(310.0)(408.6)(0.1)(334.9)(335.0)Administrative and IT costs(142.4)(117.5)(259.9)(0.1)(94.6)

Cross-segment – expenses (1)(175.9)(1,060.2)

1,236.1—(55.7)(1,260.8)

1,316.4—

Current operating
income before sharebased compensation

330.7

73.6

—

404.3

394.9

61.7

—

456.6

(54.1)—(54.1)(56.8)

—

276.6

73.6

350.2

338.1

61.7

Share-based compensation(2)

PROFIT (LOSS) FROMORDINARY OPERATINGACTIVITIES—(94.7)(56.8)—

399.8(1) The parent company invoices distribution subsidiaries for a contribution in the form of royalties to defray development costs (amortization of commercial softwareand external software development, and royalties paid to third-party developers)(2) The expense related to share-based compensation is recognized by the parent company but concerns all Group employees

Other items in the income statement, particularly other operating income and expenses, financial income and expenses and taxes are
not monitored segment by segment and are considered to relate to the Group as a whole and in a general way.

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CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6Assets by segment
03/31/22

03/31/21

Edition/
Production

Publishing

Goodwill

109.0

23.2

Right-of-use assets

290.1

2,072.4

Other intangible assets
and property, plant andequipment

Total

Edition/
Production

Publishing

Total

132.1

198.8

21.9

220.7

12.3

302.3

266.2

15.9

282.1

17.0

2,089.4

1,623.0

30.0

1,653.0

Non-current ﬁnancial
assets

43.3

9.0

52.3

13.9

2.2

16.1

Deferred tax assets

135.0

45.4

180.4

123.3

49.8

173.1

2,649.8

106.7

2,756.5

2,225.2

119.8

2,345.0626.4

Non-current assets
Current assets

330.8

370.6

701.4

283.8

342.6

Current ﬁnancial assets

0.8

—

0.8

—

—

—

Current tax assets

47.1

0.8

48.0

45.0

0.7

45.7

Cash management
financial assets

—

—

—

239.9

—

239.9

Cash and cash equivalents

1,371.7

80.8

1,452.5

1,564.3

63.4

1,627.7

Current assets

1,750.4452.2

2,202.7

2,133.0

406.8

2,539.8

TOTAL ASSETS

4,400.2

559.0

4,959.2

4,358.3

526.6

4,884.8

1
2
3

As the Group’s segment liabilities are not subject to regular presentations to the Management, they are not included in the segment
information.

4

6.1.2.9 Current and non-current operating expenses

NOTE 8OPERATING EXPENSES BY DESTINATION

R&D costs decreased by €4.5 million to €822.5 million (38.7% ofsales), compared with €827.1 million for the financial year
2020-2021 (37.2%).

Marketing, administrative and IT costs increased by €11.6 million
to €682.8 million (32.1% of sales), compared with €671.2 million(30.2%) the previous financial year:

The cost of sales decreased by €56.0 million to €269.7 million(12.7% of sales), compared with €325.7 million (14.6%) the
previous financial year.

■ variable marketing expenses stood at €277.2 million (13.0% ofsales), compared with €307.1 million (13.8%) for 2020-2021;%%
DUof
CHIFFREAU 31 MARS
2020
salesD’AFFAIRES
as at March
31, 2021

12.7%

18%

6.5%

5.5%

6.2%

4.8%
38.7%

19.4%

6

■ overheads totaled €405.6 million (19.1% of sales) comparedwith €364.1 million (16.4%) in 2020-2021.

CHIFFREAU 31 31,
MARS2022
2021%%ofsalesD’AFFAIRES
as at March

16.5%

5

7

14.6%

8

19.9%

Cost of sales

R&D costs

Marketing costs

IT costs

Administrative costs

Operating profit (loss)
from continuing operations

37.2%

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

Details of provisions and reversals of provisions and depreciation and amortization
by destination
03/31/22
Net provisions

Total

Cost ofsales

Amortization and impairment of intangible
assets

471.9

—

457.6

3.8

10.5

Amortization and depreciation of property,
plant and equipment

59.7

0.1

40.5

3.0

16.0

Depreciation of right-of-use assets
relating to leases

50.7

0.1

34.9

4.2

11.5

Provisions for trade receivables

0.1

—

—

0.1

—

Provisions for risks and charges

4.6

—

4.4

—

0.2

Provisions for post-employment liabilities

R&D costs

Marketingcosts

Administrativeand IT costs

2.5

—

1.3

-0.4

1.7

TOTAL AT 03/31/22

589.5

0.3

538.7

10.7

39.8

TOTAL AT 03/31/21

553.8

0.3

508.6

13.0

31.9

ACCOUNTING PRINCIPLESFor the purpose of comparisons with other sector players,
Ubisoft presents its results by function.

R&D costs
This item includes all research and development expenses
incurred by the Group:■ compensation of production teams not allocated tocapitalized projects (short-term benefits, post-employment
benefits, stock-based compensation) as well as the indirect
costs and activities less any public grants received or to bereceived;■ royalties paid or due on items of intellectual property
belonging to third parties used as part of the Group’s content
production;■ amortization of commercial software from commercial
launch and potential impairment based on expected future
profitability of games.

Marketing costs
This item includes all sales and marketing costs, with the
exception of editorial marketing costs, which are included underresearch and development costs. It includes variable marketing
expenses and overheads (compensation of marketing teams).
Administrative and IT costs
This item includes all the expenses of the administrative and IT
teams (structural costs) as well as sub-contracting and indirect
costs.

NOTE 9 OTHER NON-CURRENT OPERATING EXPENSES
03/31/22

03/31/21

Goodwill amortization

90.1

110.4

Brands amortization

8.5—

Other non-current expenses

10.1

—

108.7

110.4

TOTAL
Other non-current operating expenses include:■ impairment of goodwill and brands recognized further to
impairment tests or when the market value has become lower
than the carrying amount (see details in notes 17 and 23);194

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22■ the impacts of the situation in Ukraine and the cybersecurity
incident in February and March 2022. As those expenses are
non-recurring and relevant, they are presented as non-current
expenses.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

NOTE 10 INVENTORY
Inventory and workin progress

Change inInventory(result) Reclassiﬁcations

Opening

Goods

30.0

TOTAL AT 03/31/22
TOTAL AT 03/31/21

Change inscope

Foreignexchange
conversion

Closing

0.9

28.4

(2.5)

—

—

30.0

(2.5)

—

—

0.9

28.4

41.5

(10.9)

—

—

(0.6)

30.0

Opening

Provisions/
Reversals

Changein scope

Foreign exchange
conversion

Closing

6.9

(0.9)

—

0.2

6.2

Impairment

Goods
TOTAL AT 03/31/22

6.9

(0.9)

—

0.2

6.2

TOTAL AT 03/31/21

29.1(21.7)

—

(0.5)

6.9

1
2

No inventories are pledged as collateral for a liability.

ACCOUNTING PRINCIPLESInventory is valued using the weighted average cost method.
The net value of inventory is measured at the lower ofacquisition cost and net realizable value.
The acquisition cost is the purchase price plus incidental
expenses.

3

Net realizable value is the estimated sale price in the normal
course of business minus estimated completion costs andestimated selling costs (marketing and distribution costs).
Impairment is recorded when the likely net realizable value falls
below the carrying amount.

4

No borrowing costs are included in the cost of inventory.

NOTE 11 TRADE PAYABLES
Gross

Foreignexchange
conversion

OpeningChangeReclassiﬁcations

Suppliers

151.1

(0.3)

—

—

3.2

153.9

TOTAL AT 03/31/22

151.1

(0.3)

—

—

3.2

153.9

TOTAL AT 03/31/21

138.8

11.9

0.4

—

—

151.1

Trade payables

5

Gross

Changein scope

Closing

6“Trade payables” includes commitments made under licensing agreements including the portion not yet paid.

7

As at March 31, 2022, these outstanding commitments amounted to €23.1 million, compared with €22.7 million the previous year.
As these debts are short-term and do not bear interest, the interest rate risk is not significant.

ACCOUNTING PRINCIPLES

8

Trade payables are recorded at amortized cost.
Trade payables with maturity over one year are discounted. More generally, as trade payables are short-term, they are recorded in thestatement of financial position at their par value.

9

NOTE 12 PREPAID EXPENSES
Gross
OpeningChangeReclassiﬁcations

Changein scope

Foreignexchange
conversion

Gross
Closing

Prepaid expenses

39.6

0.4

0.1

—

0.6

40.7

TOTAL AT 03/31/22

39.6

0.4

0.1

—

0.6

40.7

TOTAL AT 03/31/21

38.2

1.1

(0.1)

—

0.4

39.6

These are mainly expenses relating to software, IT maintenance and miscellaneous general expenses.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

195

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

6.1.2.10 Employee benefits

NOTE 13 PERSONNEL EXPENSES
The headcount as at March 31, 2022 (total employees registered at the end of the period) breaks down as follows:
Staff by geographic region

Americas03/31/22

03/31/21

6,577

6,609

Asia

3,208

3,208

EMEA

10,88010,507

TOTAL

20,66520,32403/31/22

03/31/21

1,058.3

984.9

The average headcount in financial year 2021-2022 was 20,616.

Salaries
Payroll taxes (1)

246.7

227.6

Grants and tax credits(158.4)(172.4)

Stock-based compensation (2)
TOTAL

54.1

56.8

1,200.7

1,096.9(1) The Group had total expenses of €40.9 million in respect of defined contribution plans(2) See details in note 15

Grants and tax credits presented as a reduction in personnel expenses are as follows:
CountryType

03/31/22

03/31/21

CanadaSubsidies

111.1

119.2

Tax credits *

7.3

7.8

Tax credits

17.8

23.6

France

Other

1.7

1.1

Grants9.5

10.5

Tax credits

4.4

4.0

Grants

1.4

1.6

Singapore
United Kingdom
Abu Dhabi
Other
TOTAL
*

5.1

4.4

158.4

172.4

The payment of certain tax credits is contingent upon the generation of taxable income

ACCOUNTING PRINCIPLES
Some of the Group’s production studios are located in countries
where the legislation offers video game producers incentives,
such as public grants or tax credits. Income from theseprovisions are presented as reductions to R&D costs in theGroup’s income statement. They are recorded as reductions in
the cost of sale of internal software developments in thestatement of financial position, so that they are recognized as a
reduction in the amortization expense over the useful life of theinternal software developments to which they are attached.

Some of these provisions may include conditions that must becomplied with by the Group immediately or at a later date.
These conditions are analyzed by the Group before theirregistration as a reduction in the asset’s cost of sale.

NOTE 14 EMPLOYEE BENEFITS
Provisions for post-employment benefits
Opening

Reversals

Change inscope

Foreignexchange
conversion

Closing

Provisions for postemployment benefits

21.6

5.2

(3.9)

(2.6)

—

—

20.2

TOTAL AT 03/31/22

21.6

5.2

(3.9)

(2.6)

—

—

20.2

TOTAL AT 03/31/21

15.8

3.7

2.5

(0.4)

—

—

21.6

*

196

Change in othercomprehensive
Provisions
income *The change is mainly due to the change in the discount rate assumption

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6Assumptions
Japan

Italy

France03/31/22 03/31/21 03/31/22 03/31/21 03/31/22

Annualwage
Growth

5.10%

5.10%

5% to
5.7%

10%

1.50% to2%

India

Bulgaria

1.50% to2%

10 %10% to12%< 30 year < 30 years : 24%s : 24%

Turnoverrate

Retirementage
Discountrate
Averageremaining
working life*

11.76%

11.76%

Between
9% to
15%

Between
3% and7%

Philippines

Serbia03/31/21 03/31/22 03/31/21 03/31/22 03/31/21 03/31/22 03/31/21 03/31/22 03/31/21< 49< 49 years:
years:
5.75%
5.75%

< 40
years:
14%< 40
years:
14%≥ 49 ≥ 49 years:
years: 1%1%≥ 40years:
between
2% and0%≥ 40years:
between
2% and
0%

5%

5%

7%

5.08%

7%

N/A

< 30
years:
16%< 40
years:
8%≥ 40
years:
between
5% and0%< 30years:
16%< 40
years:
8%≥ 40
years:
between
5% and0%

Between
9% and13%

Between
9% and
13%

10%

N/A

61 yearsand
64 years

60 years

60 years

62 to 65
years

N/A

67 years *60 years

60 years

61 yearsand
64 years

1
2

60 years

60 years

66 years

67 years

63 to 67
years *

1.74%

0.72%

1,74 %

0.72%

1.74%

0.72%

7.05%

6.65%

0.7%

0.6%

5.74%

2.18%

4.5%

N/A

18 years

16 years

25 years

27 years

31 years

32 years

32 years

33 years

22 years

25 years

31 years

33 years

30 years

N/A

3

Retirement age giving entitlement to a full pension

4

Death rate assumptions are based on published statistics and tables.
The definition of and principles for the measurement and recognition of these benefit liabilities are presented below.
A change of 50 basis points in the discount rate would have an impact of 10% on the amount of the benefit liability.

5

ACCOUNTING PRINCIPLES
Post-employment obligations
Ubisoft contributes to pension, medical and termination benefit
plans in accordance with the laws and practices of eachcountry. These benefits can vary depending on a range offactors, including seniority, salary and payments to compulsory
general plans.
These plans may be either defined contribution plans or defined
benefit plans:■ with regard to defined contribution plans, the pension
supplement is determined by the cumulative capital due toemployee and Company contributions into external funds.
The expenses correspond to contributions paid during theperiod. The Group has no subsequent obligations to its
employees. For Ubisoft, this generally involves public
retirement plans and specific defined contribution plans;■ with regard to defined benefit plans, the employee
receives a fixed pension benefit from the Group, determinedon the basis of several factors, including age, length ofservice and compensation level. Such plans are used by theGroup in Japan, Italy, France, Bulgaria, India, Serbia, and thePhilippines.

The employer’s future obligations are measured on the basis ofan actuarial calculation called the “projected unit credit
method,” in accordance with each plan’s operating procedures
and the information provided by each country. This method
involves determining the value of likely discounted future
benefits of each employee at the time of their retirement,
taking into account the association of entitlement to benefits
with periods of service.

6
7

In accordance with the revised IAS 19, actuarial gains andlosses are recognized in other comprehensive income.
In Japan, Italy and France, the discount rate is determined on
the basis of market rates for high-quality corporate bonds(IBBOX AA10+ rate corresponding to the average rate of thelast 12 months of AA-rated corporate bonds over 10 years ormore).

8

In India, Bulgaria, the Philippines and Serbia, the discount rate isbased on the current yield rate for the government’s bondmarket at the closing date.

9

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197

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

NOTE 15 COMPENSATION IN SHARES AND EQUIVALENTS
Impact on the financial statements:
EQUITY AS AT 03/31/21

354.0

Personal expenses

54.1

Stock options

2.1

Free share grants

41.5

MMO - Massive Multishare Ownership

10.6
408.1

EQUITY AS AT 03/31/22

The impact of these stock-based compensation payments on reserves corresponds to all rights acquired by employees in respect ofequity instruments issued by Ubisoft as at March 31, 2022 (see 6.1.1 Consolidated table of change in equity).

Stock options

The fair value of share subscription or purchase options, subject to meeting presence and performance conditions, is estimated and set
at the grant date. The expense is recognized over a four-year vesting period, but is not straight-line, given the vesting terms.

Subscription options
32nd plan

33rd plan

34th plan

35th plan

36th plan

38th plan

Total number of shares granted

758,810

29,344

220,700

418,500

11,00011,500Start of exercise period

06/23/17

12/14/17

03/30/18

06/27/18

09/22/18

04/13/19

Expiry date of options

06/22/21

12/13/21

03/29/22

06/26/22

09/21/22

04/12/23

Maturity (in years)

5

5

5

5

5

5

Volatility

42%

35%

35%

35%

34%

34%

Risk-free interest rate

0%

0%

0%

0%

0%

0%

Estimated dividend rate

0%

0%

0%

0%

0%

0%

Annual turnover rate

5%

0%

5%

5%

0%

0%

Strike price of options€33.015

Fair value of options (in euros/share)
Options at April 1, 2021

€8.55

(1)

€31.955
€8.72

(1)

€6.74

€37

€39.03€50.02€51.80€57.26€73.86€13.02€14.6010,000€12.10€8.75€14.06€10.11

FranceWorldFranceWorld

223,877

19,34476,925

190,375

8,000

Options granted during the period

—

—

—

—

—

—

Options exercised during the period(223,877)(14,696)(66,875)(14,750)——

Options cancelled during the period—(4,648)(10,050)(7,250)——

Options outstanding at March 21, 2022

—

—

—

168,375

8,000

10,000(1) The fair value of the options granted to corporate officers and members of the Executive Committee take into account assumptions related to performance
conditions: achievement of an average Group EBIT assessed on the cumulative basis of four financial years

198

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CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

39th plan

40th plan

41st plan

42nd plan

43rd plan

Total number of shares granted

19,579188,454

56,031

330,678

67,743

Start of exercise period

06/27/19

06/27/19 (2)12/17/22 (2)07/02/20 (2)12/12/23 (2)Expiry date of options

06/26/23

06/26/23

12/16/23

07/01/24

12/11/24

Maturity (in years)

5

5

5

5

5

Volatility

34%

34%

34%

34%

34%

Risk-free interest rate

0%

0%

0%

0%

0%

Estimated dividend rate

0%

0%

0%

0%

0%

Annual turnover rate

0%

0%/5%

0%

0%/5%

0%

Strike price of options€94.58€94.58€68.59Fair value of options (in euros/share)
Options at April 1, 2021

€25.41€19.69€25.02/€24.92 (3)€19.10FranceWorldFranceWorld€18.18/€18.09 (3)€69.55€69.70€14.99/€19.11/€19.00 (3)€14.93/€19.06/€18.95 (3)FranceWorld€15.42/€15.35 (3)165,847

275,558

Options granted during the period——

Options exercised during the period——

Options cancelled during the period—(29,956)(56,031)

14,920135,891—

247,332

67,743—

2

67,743————(28,226)——1€54.3014,920

Options outstanding at March 21, 2022

56,0316

3(2) For members of the Executive Committee (Plan 40: one beneficiary/Plan 42: two beneficiaries) and corporate officers (Plans 41 and 43), the options only become
exercisable from the fourth year of the plan
(3) The fair values of the options granted to corporate officers and members of the Executive Committee vary according to the assumptions related to theperformance conditions: achievement of an average Group EBIT assessed on the cumulative basis of three financial years and achievement of a Ubisoft TSR
compared to the TSR of companies in the NASDAQ Composite Index assessed over three years

44th plan

45th plan

46th plan

47th plan

48th plan

Total number of shares granted

21,515

271,62960,821

55,673

4,009

Start of exercise period

02/13/21

07/01/21

07/02/24 (4)12/08/24 (4)04/07/22

Expiry date of options

02/12/25

06/30/25

07/01/25

12/07/25

04/06/26

Maturity (in years)

5

5

5

5

5

Volatility

34%

34%

34%

35%

35%

Risk-free interest rate

0%

0%

0%

0%

0%

Estimated dividend rate

0%

0%

0%

0%

0%

Annual turnover rate

0%

5%

0%

0%/5%

0%

Strike price of options€73.80€77.76€66.94

Fair value of options (in euros/share)
Options at April 1, 2021

€15.09€68.45€73.40€68.59€76.50€17.01€14.88€23.50 (5) €20.33 (5)€21.25/€21.00 (5)FranceWorldFranceFranceWorld€16.21
World

5
6€14.14

6,660

253,383

60,821

55,673—

Options granted during the period

—

—

—

—

4,009

4,009

Options exercised during the period

—

—

—

—

—

(320,198)

Options cancelled during the period—(22,869)———(159,030)

6,660

230,51460,821

55,673

4,009

1,009,938

Options outstanding at March 21, 2022

4

Total

1,485,157

78(4) For members of the Executive Committee (Plan 46: two beneficiaries) and corporate officers (Plan 47), the options only become exercisable from the fourth yearof the plan
(5) The fair values of the options granted to corporate officers and members of the Executive Committee vary depending on the assumptions related to theperformance conditions: achievement of a Ubisoft TSR compared to the TSR of the companies in the NASDAQ Composite Index, the growth of the MAU and theincrease in the gender diversity of teams assessed over three years

9

The average price of options exercised during the period was €34.91.

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

Free share grants settled in shares

Free share grants, which are subject to presence andperformance conditions, are locked in for a two-, three- or fouryear period following the grant date. As the shares granted are
ordinary shares in the same category as the old shares thatcomprise the Company’s share capital, employee shareholders
receive dividends and voting rights on all their shares at the endof the vesting period.

The employee benefit expense corresponds to the value of
instruments received by the beneficiary, which is equal to thevalue of shares being received, at the date of grant to thebeneficiaries, with the discounted value of dividends expected
over the vesting period being zero.

03/31/17

Grant date

06/23/16

12/14/16

Maturity – Vesting period

3 years

3 years

Fair value of the instrument (per share)€20.10€17.63

Percentage of operating targets reached

100%

100%

198,622

11,426

Number of instruments granted as at 04/01/21
Number of instruments granted during the financial year——

Number of instruments canceled during the financial year

—

(486)

Number of instruments created during the financial year

6,518

394

Number of instruments delivered during the financial year

(205,140)(11,334)——

Number of instruments granted as at 03/31/22
03/31/18

Grant date

06/27/18

09/12/18

10/30/18

12/17/18

02/01/19

Maturity – Vesting period

4 years

4 years

4 years

4 years

4 years€95.90€80.98€68.88€76.82

Fair value of the instrument (per share)€86.07/€95 (1)€95FranceWorld

Percentage of operating targets reached

100%

100%

100%

100%

100%

Number of instruments granted as at 04/01/21

507,000

6,493

2,033

63,79029,237

Number of instruments granted during the financial year—

Number of instruments canceled during the financial year

(77,736)

Number of instruments created during the financial year—

Number of instruments delivered during the financial year
Number of instruments granted as at 03/31/22

—

—

—

—

(1,249)—(18,349)(3,122)

—

—

—

—

—
429,264

—

—

—

—

5,244

2,033

45,441

26,115(1) The fair values of the shares granted to members of the Executive Committee (Plan of 06/27/18: three beneficiaries) vary according to assumptions related toperformance criteria: achievement of an average Non-IFRS Group EBIT, achievement of a Ubisoft TSR compared to the TSR of NASDAQ Composite Index
companies, and individual targets

03/31/20

Grant date

05/15/19

07/02/19

09/18/19

12/12/19

02/13/20

Maturity – Vesting period
Fair value of the instrument (per share)

4 years

4 years

4 years

4 years

4 years€81.60€62.56/€69.70 (2)€70.50€56.00€73.80Percentage of operating targets reached

100%

100%

100%

100%

100%

Number of instruments granted as at 04/01/21

40,704

769,552

5,901

2,954

25,920

Number of instruments granted during the financial year

—

—

—

—

—

Number of instruments canceled during the financial year

(2,124)(111,398)

(918)

(939)

(11,539)

Number of instruments created during the financial year

—

—

—

—

—

Number of instruments delivered during the financial year

—

—

—

—

—

38,580658,154

4,983

2,015

14,381

Number of instruments granted as at 03/31/22(2) The fair values of the shares granted to members of the Executive Committee (Plan of 07/02/19: two beneficiaries) vary according to assumptions related toperformance criteria: achievement of an average non-IFRS Group EBIT, achievement of a Ubisoft TSR compared to the TSR of NASDAQ Composite Index
companies, and individual targets

200

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CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

03/31/21

Grant date

07/01/20

10/29/20

12/08/20

02/10/21

Maturity – Vesting period

4 years

4 years

4 years

4 years

Fair value of the instrument (per share)€73.40€81.30€77.76€80.88Percentage of operating targets reached
Number of instruments granted as at 04/01/21

100%

100%

100%

100%

874,254

3,743

58,854

1,147

Number of instruments granted during the financial year

—

—

—

—

Number of instruments canceled during the financial year

(127,998)(2,627)(18,948)—

Number of instruments created during the financial year

—

—

—

—

Number of instruments delivered during the financial year
Number of instruments granted as at 03/31/22

—

—

—

—

746,256

1,116

39,9061,147

03/31/22

Grant date

04/07/21

Total

06/30/21

10/28/21

12/07/21

02/23/22

2 years,
then 1/3
per year

2 years,
then 1/3
per year2

Maturity – Vesting period

4 years

4 years

2 years,
then 1/3
per year

Fair value of the instrument (per share)€66.94€58.86€44.31€40.99/€ 2.89 (3)€47.23

Percentage of operating targets reached

100%

100%

100%

100%

100%

—

—

—

—

—

2,601,630

Number of instruments granted during the financial year

66,8181,239,402

60,444

105,996

26,045

1,498,705

Number of instruments canceled during the financial year

(16,910)(127,549)(10,131)(11,089)—(543,112)

Number of instruments created during the financial year

—

—

—

—

—

6,912

Number of instruments delivered during the financial year

—

—

—

—

—

(216,474)

49,9081,111,853

50,313

94,90726,045

3,347,661

Number of instruments granted as at 04/01/21

Number of instruments granted as at 03/31/22

134(3) The fair values of the shares granted to members of the Executive Committee (Plan of 12/07/21: two beneficiaries) and executive corporate managing officers vary
according to assumptions related to performance criteria: achievement of a Ubisoft TSR compared to the TSR of NASDAQ Composite Index companies, growth in
the number of monthly active users (MAU), achievement of a CSR Indicator (reduction in the Group’s carbon intensity)

Group savings plans

Group savings plans – Massive Multishare
Ownership (MMO)

After a holding period, or before the end of this period in theevent of early release, each beneficiary is also guaranteed toreceive their initial investment in euros (comprising his/her
personal contribution increased by the additional contribution) as
well as a multiple of the possible average protected increase in
the share price.

The financial product associated with these plans comprises aguaranteed capital portfolio, with a share in any rise in the Ubisoft
share price over a five-year period.

The assumptions used to value the guaranteed capitalcomponent and optional component are based on the estimatedvolatility of the security concerned, a risk-free discount rate, theestimated dividend rate and the anticipated exit rate.

Ubisoft grants employee share ownership plans for the benefit ofa certain number of its employees.

These plans were notably financed by Ubisoft via a 15% discounton the shares allocated to the operation. This discount iscalculated compared to the average of the share trading prices
over the 20 trading days prior to the Board of directors’ meetingthat approved the capital increase.

5
6
7
8

The compensation is recognized in income on the plan grant date.
03/31/22

03/31/21

09/22/21

09/22/20

55Reference price€54.91€70.71

Subscription price€46.68€60.10Grant date
Maturity – acquisition period (in years)

Discount

15%

15%

2,218,899

1,761,575■ Employees

€7.9M

€8.4M

■ Additional contribution

€2.5M

€2.1M

IFRS 2 expense net of the additional contribution€10.6M€11.2M

Gross expense€13.1M€13.3M

Number of shares

9

Subscription's amounts

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

201

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

ACCOUNTING PRINCIPLES
Stock option payment plans provide an additional incentive forteam members to improve the Group’s performance byallowing them to purchase a stake in the Company (stock
options, free shares, Group savings plan).
In accordance with IFRS 2, share-based compensation isrecognized as employee benefit expenses against:■ consolidated reserves, when they are settled by transfer ofshares to the beneficiaries, valued at the fair value of the
instrument assessed at the grant date;■ a liability, when they are settled in cash, with this liability
remeasured at fair value at each statement of financial
position date.
This expense is spread over the vesting period, assuming
presence on the vesting date and possibly performance
conditions attached.
Stock option plans: compensation is recognized in income
over the vesting period; however, the straight-line method is not
used given the vesting terms set out in the various plan
regulations; Ubisoft uses a binomial model to estimate the valueof the instruments granted. This method is based onassumptions updated on the valuation date, such as estimatedvolatility of the security concerned, a risk-free discount rate, theestimated dividend rate and the likelihood of staff remaining in
the Group and fulfilling performance conditions until they can
exercise the rights.
Group savings plan – Massive Multishare Ownership: theaccounting expense is equal to the discount granted to
employees valued according to the method used to assess theguaranteed component and the optional component. This
expense is recognized immediately on the plan subscription
date. Ubisoft uses a Monte Carlo model to estimate the value ofsuch instruments. This method is based on assumptions
updated on the valuation date, such as the estimated historic
volatility of the security concerned, a risk-free discount rate, theestimated dividend rate and the likelihood of staff remaining in
the Group.

Free share grants settled in shares: the fair value of the freeshares granted is estimated by referring to the share price on
the grant date less the discounted value of dividends expected
over the vesting period (not applicable for free shares granted at
the closing date in the absence of dividends expected over thevesting period).
Free share grants settled in cash: free share grants settled in
cash are recognized in income against a liability constituted as
the vesting period progresses for the beneficiaries and basedon the share price at the grant date. At each closing date, theliability is remeasured based on the market price at the closing
date, and the change in fair value is recognized in income.
Free grant of preference shares settled in shares:
compensation is recognized in income over the vesting periodof the rights. Given the complexity of the vesting conditions
attached to some of the shares, Ubisoft uses a model based on
the Monte Carlo method to estimate the value of such
instruments. This method is based on assumptions updated on
the valuation date, such as the estimated historic volatility ofthe security concerned, a risk-free discount rate, the estimateddividend rate, the share price and the likelihood of staff
remaining in the Group and fulfilling performance conditions
until they can exercise their rights.
The dilutive effect of stock option plans and free share plans
when the unwinding of the instrument involves the issue of
Ubisoft shares and the vesting period is in progress, is reflectedin the calculation of diluted earnings per share.

NOTE 16 COMPENSATION OF CORPORATE OFFICERS(RELATED-PARTY TRANSACTIONS)
Compensation of executive corporate managing officers of the Company
and of controlling and/or controlled companies
Messrs. Guillemot are compensated for their positions as
Chairman and Chief Executive Officer or Deputy Chief Executive
Officers of Ubisoft Entertainment SA.
The compensation of Yves Guillemot, Chairman and Chief
Executive Officer, for the financial year ended March 31, 2022,
comprises the following components:■ fixed compensation
April 1, 2019;

amountingto€584,824

since■ annual variable compensation based on two financial
Indicators and one non-financial Indicator, contingent on theapproval of the General Meeting called to approve the financial
statements for the past financial year;■ long-term variable compensation based on one financial
Indicator and two non-financial Indicators.
The compensation of each Deputy Chief Executive Officer for thefinancial year ended March 31, 2022 comprises the following
components:■ fixed compensation of €65,621;■ long-term variable compensation based on one financial
Indicator and two non-financial Indicators.

202

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Following the proposal by the Nomination, Compensation and
Governance Committee, the Board of directors approved thelong-term variable compensation which, for the financial year
ended March 31, 2022, represented the granting of 20,263 freeshares for the Chairman and Chief Executive Officer and1,705 free shares for each of the Deputy Chief Executive
Officers.
The vesting of the shares is contingent:■ for 60%, on the total shareholder return on Ubisoft Shares(the “Ubisoft TSR”) compared to the TSR of companies in the
NASDAQ Composite Index, both TSRs being calculated
between December 8, 2020 and December 8, 2023;■ for 20% on the Growth in the number of Monthly Active
Users (MAU);■ for 20%, on a “CSR” performance condition (reduction ofcarbon intensity).

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

Achievement of these Indicators is assessed over a period of
three consecutive financial years or calendar years conditioning
the acquisition of the long-term compensation. The shares willvest definitively after a period of four years and will be contingent
on remaining in the position of executive corporate managing
officer.

Valuation of compensation for the ﬁnancial year (in € thousands)
Short-term beneﬁts (1)The amount of the total gross compensation due/paid toexecutive corporate managing officers during the financial year bycompanies controlled by the Company within the meaning of
IAS 24.16 and in which they hold corporate offices was€1,648 thousand.
Executive corporate managing officers are not eligible for any
severance or non-compete indemnity, nor a supplementary
pension scheme in respect of their position in the Company.
03/31/22

03/31/21

1,648

2,063

Post-employment beneﬁts——

Other long-term beneﬁts (2)

—

(142)

Compensation for termination of employment contract——

Share-based compensation (3)

523

336

2,171

2,257

TOTAL

6

1
2

(1) Includes fixed and variable compensation, benefits in kind and directors’ compensation in respect of their office recognized for the financial year(2) Includes the fair value of long-term variable compensation, calculated according to IFRS 2(3) Expense for the financial year in respect of share-based compensation calculated in accordance with IFRS 2

Compensation of corporate officers

Directors receive compensation in respect of their term of officecomprising a fixed component and a variable component.
Compensation paid to members of the Board of directors in thefinancial year 2021-2022 amounted to €641 thousand.

Section 4.2 of this annual financial report contains a detailed
description of the pay and benefits granted to the executive
corporate managing officers of the Group.

3

No loans or advances were made to the Company’s directors
under article L. 225-43 of the French commercial code.

4

There are no agreements to compensate Board members if they
resign or are dismissed without real cause, or if their employment
is terminated due to a public offering.

6.1.2.11

Goodwill

5

NOTE 17 GOODWILL IMPAIRMENT
Goodwill impairment recorded in the expenses for the financial year ended March 31, 2022 breaks down as follows:
CGU

03/31/22

03/31/21

Edition/Production

36.6

—

Multi projects

36.6

—

53.5

110.4

Production/Distribution (mobile games)
Future Game of London—

9.9

Ketchapp

10.6

40.3

Growtopia

1.5

8.5

1492 Studio

—

10.5

Green Panda Games

33.8

—

Kolibri

7.6

41.2

TOTAL

90.1

110.4

6
7
8

As at March 31, 2022, impairment was recorded due to:■ the creation of the “Ubisoft Originals” label in May 2021, which resulted in zero future cash flows for the Multi Projects CGU;

9

■ insufficient future cash flow projections for the mobile activity.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

203

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

NOTE 18 GOODWILL
In accordance with IAS 36 §72, the analysis of the organization of studio production led to the consideration of four CGUs:■ Edition/Production CGU - Mono Project;■ Production/Distribution CGU;

■ Edition/Production CGU - Multi Project;■ Cloud Gaming CGU.

The net carrying amount of goodwill as at March 31, 2022 breaks down as follows:
03/31/22

03/31/21

Gross value

Cumulative
impairment
lossesNet value

Net value

Edition/Production

23.2

—

23.2

58.5

Mono Project

23.2

—

23.2

21.9

Multi Projects

—

—

—

36.6

131.1

71.7

59.4

112.7

CGU

Production/Distribution (mobile games)
Ketchapp

—

—

—

10.6

104.5

48.8

55.7

63.4

—

—

—

33.8

Growtopia

26.6

22.9

3.7

4.9

Cloud gaming

49.6

—

49.6

49.6

TOTAL

203.8

71.7

132.1

220.7

03/31/22

03/31/21

377.7

477.6

Kolibri Games
Green Panda GamesThe change in goodwill as at March 31, 2022 breaks down as follows:

Gross value at the start of the period
Foreign exchange gains and losses

2.6

(4.2)

Derecognitions(176.5)(95.7)

Gross value at the end of the period

203.8

377.7

Cumulative losses at the start of the period

157.0

143.0

Impairment losses

90.1

110.4

Foreign exchange gains and losses

1.1

(0.8)

(176.5)(95.7)

Derecognitions

204

Cumulative losses at the end of the period

71.7

157.0

NET GOODWILL

132.1

220.7

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

NOTE 19 KEY ASSUMPTIONS USED TO CALCULATE RECOVERABLE VALUESMarch 31, 2022

Edition/
Production

Total Production/Distribution
Growtopia

Basis used for recoverable value

Ketchapp

KolibriCloud Gaming
Green Panda
Games

Value-in-use

Source used

Internal plan

Methodology

Discounted cash ﬂows

Discount rate

1.50%

1

Cloud
Gaming2

8.88%

Perpetuity growth rate

1.50%

0.50%

0.50%

1.50%

0.50%

March 31, 2021
Edition/
Production

Total Production/Distribution

Growtopia Ketchapp Kolibri

Green
FuturePanda Games ofGames
LondonBasis used for recoverable value

Value-in-use

Source used

Internal plan

Methodology

Discounted cash ﬂows

Discount rate
Perpetuity growth rate1492
Studio38.74 %
1.50%

0.50%

1.50% 1.50%

1.50%

0%

0%

1.50%

4

NOTE 20 SENSITIVITY OF RECOVERABLE AMOUNTS
On the basis of foreseeable events to date, the Group considers
that potential changes in the key assumptions described in theaccounting principles hereafter would not lead to a surplus in the
carrying amount compared with the recoverable value.

The table below shows the discount rate and EBIT growth raterequired for an impairment to be recognized for material CGUs,
for which the estimated recoverable value is higher than the net
carrying amount:
Edition/
Production

Cloud Gaming

Estimated recoverable value of the tested CGU

196.9

424.7

Carrying amount of the tested CGU

23.2

50.3

Change in cash ﬂows leading to an impairment

(88)%

(88)%

Discount rate leading to an impairment

80 %

64 %

Not sensitive

Not sensitive

Perpetuity growth rate leading to an impairment

5
6
7

Production/Distribution

Estimated recoverable value of the tested CGU
Carrying amount of the tested CGU

Kolibri

Growtopia

55.7

3.7

55.7

3.7

Change in cash ﬂows leading to an impairment

Sensitive

Sensitive

Discount rate leading to an impairment

Sensitive

Sensitive

Perpetuity growth rate leading to an impairment

Sensitive

SensitiveUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

8
9

205

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

ACCOUNTING PRINCIPLES
Calculation of goodwill
The Group applies the acquisition method to recognize businesscombinations. The acquisition price, also called “transferredconsideration”, for the acquisition of a subsidiary is the sum of
the fair values of the assets transferred and liabilities assumed
by the acquiring company at the acquisition date and the equity
instruments issued by the acquiring company. The acquisition
price includes any additional payments assessed and recognizedat their fair value at the acquisition date.
The Group has opted for the partial goodwill method, whichcorresponds to the difference between the acquisition price forthe combination, and the acquiring company’s share of the fairvalue of the identifiable net assets purchased. This figure does
not include goodwill relating to non-controlling interests.
The direct costs related to the acquisition are recorded in
expenses during the period in which they are incurred.
The goodwill resulting from a business combination is equal tothe difference between:■ the fair value of the acquisition price plus the amount of noncontrolling interests (non-controlling investments) in theacquired company; and■ the fair value of the assets acquired and liabilities assumed
at the acquisition date.
The initial assessment of the acquisition price and the fairvalues of the assets acquired and liabilities assumed is finalized
within 12 months after the acquisition date and any adjustments
are recognized as retroactive adjustments to goodwill. After this
12-month period, all adjustments are directly recorded in theincome statement.
Earn-out payments are initially recorded at their fair value andsubsequent changes in value occurring after the 12-month
period following the acquisition are systematically recognizedagainst income.
Put options allocated to non-controlling interests are initiallyrecognized at their fair value and subsequent changes arerecognized as an offsetting entry in the Group’s equity, except
for the portion related to continued employment, which isrecognized in employee benefit expenses.

Goodwill impairment methods
Goodwill on the statement of financial position of the Groupmay be associated with the acquisition of:■ production subsidiaries;■ production subsidiaries that also release their developments;■ subsidiaries that supply hosting solutions.
These are not amortized but are subject to impairment tests atleast once a year and each time impairment indicators are
identified.
As the recoverable value of this goodwill cannot be determined
individually, the Group has identified for each of them thesmallest group of assets (cash generating unit – CGU)
generating cash inflows that are independent of other groupassets:■ for goodwill of production subsidiaries:• concerning the studios acquired that develop their own
franchises with or without collaboration with the Group’s
studios (Mono Project): the CGU corresponds to theproject in question,206

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22• for the studios working in collaboration with the otherstudios in accordance with the Group’s integrated
editorial and co-production strategy (Multi Projects): theCGU corresponds to all production (internal studios) andediting assets (parent company) for projects sponsoredby the studios on their acquisition, with these two
activities being interdependent;■ for the goodwill of production/distribution subsidiaries:
the CGU corresponds to the subsidiary in question as somegames have their own market. Developments are, in themain, made by the acquired entity, which also provides sales
and marketing. The acquired companies generate separate
cash inflows for the Mobile activity;■ for the goodwill of the Cloud Gaming subsidiary: the CGU
corresponds to the subsidiary in question. This subsidiary
has its own market due to its independent activity.
The recoverable value of the CGU is the higher of fair value
minus cost of sale (net fair value) and its value-in-use. The
estimated value is defined as the sum of projected cash flows
with CGU discounted based on a business plan at five years towhich the asset belongs (including goodwill), and the terminal
value determined by projection to infinity of normative future
cash flows.
When the recoverable value is less than the carrying amount ofrelated assets of the CGU concerned (including goodwill), an
impairment loss is recognized. This is irreversible when it
relates to goodwill.
The business plans used for each CGU being tested for
impairment are based on assumptions made by the
management of the Group in terms of variation of sales, level ofprofitability, and in particular foreign exchange. These areconsidered reasonable and consistent with market data
available at the time of preparation of the Group’s financial
statements.
The discount rate applied to future cash flows is common to all
CGU given the interdependence within the Group, of
publishing, production and distribution activities on the one
hand, and country risk comparable in the main distribution areasof the Group (North America and Western Europe). It
corresponds to the estimate (updated half-yearly) by theGroup’s management of the weighted average cost of capital
based on available industry data, especially with regard to thefinancing structure (gearing) and beta coefficient on the equity
market risk premium. It stood at x as at March 31, 2022 (versus
8.88% as at March 31, 2021).
Regarding the current organization of the Group’s operations,the allocation of goodwill by CGU and the overall risk premium
attached to the Group included in the discount rate, the use of asingle rate for all CGUs was considered appropriate for the
impairment test.
The terminal value applied for each CGU being tested for
impairment corresponds to capitalization to infinity of normative
cash flows at the weighted average cost of capital less theperpetuity growth rate. The perpetuity growth rate used differs
according to the CGU.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6.1.2.12

6

Other intangible assets

NOTE 21 AMORTIZATION AND IMPAIRMENT OF OTHER INTANGIBLE ASSETS
03/31/22
Amortization and impairmentof other intangible assets

Total

Cost ofsales

R&D costs

Marketingcosts

Administrativeand IT costs

Released commercial software

404.9

—

404.9

—

—

Commercial software in production

26.3

—

26.3

—

—

External developments

9.8

—

9.8

—

—

Office software

13.8

—

2.2

3.8

7.8

Brands

8.5

—

8.5

—

—

Movies

4.0

—

4.0

—

—

Digital assets

2.6

—

—

—

2.6

Other

2.2

—

2.1

—

—

TOTAL AT 03/31/22

471.9

—

457.6

3.8

10.5

TOTAL AT 03/31/21

446.5

—

437.2

4.0

5.4

1
2

NOTE 22 INVENTORY VALUE CHANGES IN OTHER INTANGIBLE ASSETSDURING THE FINANCIAL YEAR
03/31/22

Other intangible assets

Released commercial software
Released external software developments
Commercial software in production

3
03/31/21

Gross

Depreciation
andamortization

Net

Net

1,189.7(869.1)

320.6

210.6

29.7

(25.9)

3.9

2.4
1,099.1

1,459.6(68.1)

1,391.5

External software developments in production

45.8

—

45.8

36.3

Office software

80.2(52.0)

28.2

24.3

Other intangible assets in progress

13.5

—

13.5

8.4

Brands

77.6(20.8)

56.8

64.8

Movies21.8(16.9)

4.9

6.6

Digital assets

18.5

(2.6)

15.9

0.3

Other
TOTAL

7.3

(6.3)

1.0

0.5

2,943.7(1,061.8)

1,882.0

1,453.2

Reclassification ofwork in Reclassiﬁprogresscations

Foreignexchange
conversion

Closing——0.2

1,189.7

6.6

—

—

—

29.7

—

(517.7)———

1,459.6

Opening

Increase

Decrease

Released commercial software

1,050.0

1.9(380.0)

517.7

30.2

4.6 *

(11.8)

Released external softwaredevelopments
Commercial softwarein production

1,145.6

831.6

External software developments
in progress

36.3

16.2 *

—

(6.6)

—

—

—

45.8

Office software

83.1

8.5

(21.5)

—

9.0

—

1.3

80.2

Other intangible assets
in progress

8.4

14.1

—

—

(9.0)

—

—

13.5

Brands

76.5

—

(0.1)

—

—

—

1.2

77.6

Movies52.0

2.0(32.8)

—

—

—

0.5

21.8

Digital assets

0.3

18.1

—

—

—

—

—

18.5

—

4.6

2.7

—

—

TOTAL AT 03/31/22

Other

2,487.1

899.7(446.3)—TOTAL AT 03/31/21

1,972.6

784.8(269.5)

—

*

(0.1)

5
6
7

Change inscope

Change in other intangible
assets

4

—

—

7.3

—

3.2

2,943.7—(0.7)

2,487.1

8
9Including a change of €0.4 million related to unpaid guaranteed commitmentsUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

207

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

The increase in commercial software in production of €831.6 million and in released commercial software of €1.9 million can be
explained by the capitalized production costs of €831.2 million to which are added foreign exchange losses of €2.2 million.
Reclassifications between accounts result mainly from the transfer of intangible assets in progress.
Amortization and impairmentof other intangible assets

Opening

Increase

Released commercial software

839.4

404.9

(380.0)

Released external softwaredevelopments

27.9

9.8

(11.8)

Change inscope

Foreignexchange
conversion

Closing

4.7

—

0.2

869.1

—

—

—

25.9

Decrease Reclassiﬁcations

Commercial softwarein production

46.5

26.3

—

(4.7)

—

—

68.1

Office software

58.8

13.8

(21.5)

(0.1)

—

1.1

52.0

Brands

11.7

8.5

(0.1)

—

—

0.8

20.8

Movies45.4

4.0(32.8)

—

—

0.3

16.9

Digital assets

—

2.6

—

—

—

—

2.6

Other

4.1

2.2

—

0.1

—

—

6.3

TOTAL AT 03/31/22

1,033.9471.9(446.3)——2.3

1,061.8

TOTAL AT 03/31/21

857.3

446.5

(268.9)

(0.1)

—

(1.0)

1,033.9

No intangible assets are used to secure any borrowings.

ACCOUNTING PRINCIPLESOther intangible assets include:■ commercial software developments;■ engines and tools;■ external software developments;■ office software;■ information system developments;■ brands;■ films;■ digital assets.
Commercial software comprises both commercial software andexternal software developments.
Recognition of other intangible assets (excluding brands)
The intangible assets of companies included in the scope of
consolidation are recorded at their net carrying amount(historical acquisition cost less cumulated amortization andimpairment losses).
In accordance with IAS 38 “Intangible assets”, projects are
only recognized as non-current assets if they meet thefollowing criteria:■ the technical feasibility required for completion of theintangible asset leading to its commissioning or sale;■ the intention to complete the intangible asset andcommission or sell it;■ the ability to commission or sell the intangible asset;■ the probability that the intangible asset will generate future
economic benefits;208

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22■ the availability of suitable technical, financial and otherresources to complete the development and commissioningor sale of the intangible asset;■ the ability to reliably measure the expenses attributable tothe intangible asset during its development.
No borrowing costs are included in the costs of intangible
assets.
Development costs of commercial software (video games),
whether outsourced to Group subsidiaries or externally, arerecognized in “Commercial software and external softwaredevelopment in production” as development progresses. Oncethey are released, these costs are transferred to the “Released
commercial software” or “Released external softwaredevelopments” accounts.
Commitments made under external development contract
agreements are recognized for the amount specified in theagreement including the portion not yet paid.

Recognition of brands
Acquired brands are recognized at their fair value in accordancewith IFRS 3 as amended when they are acquired as part of abusiness combination, or if this is not the case, in accordancewith IAS 38 on the acquisition of intangible assets.
Amortization and impairment of other intangible assets
In accordance with IAS 38, the Group is required to periodicallyrevise its amortization periods based on the observed useful
life.

•••

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6•••
Inventory value of intangible assets and impairment tests
Types ofintangible assets
Commercial
softwaredevelopment

Amortization method
1 to 8 years, straight-line, starting on thecommercial release date

Impairment method for intangible assets
Impairment tests are systematically carried out at the end of eachfinancial year on:■ all software in current release;■ all software under production with a scheduled release dateduring the 12 months following the half-year and full-year end
dates;

1■ all software under production with a release date more than
12 months ahead and for which an impairment indicator has
been identified.
External
developments

1 to 2 years, straight-line, starting on thecommercial release date and, whereappropriate, according to the royalty
expenses due to third-party publishers
where this is higher

The Company determines the value-in-use by discounting future
cash flow forecasts for the software over the entire period of its
use, using a rate based on an assessment of the average cost ofequity.
As the useful life of software is finite, the Company does not use aterminal value.

Engines and tools

3 years, straight-line, from the release
date

Impairment is recognized if the value-in-use is lower than the net
carrying amount of the brand.

Acquired brands

No amortization due to indefinite usefullife

Impairment tests are carried out on brands at the end of eachfinancial year or more frequently if there are indications of loss invalue. The recoverable value of brands corresponds to the higher ofthe net fair value of disposal costs and the value-in-use (calculated
by applying the royalty method to the forecasts of expected future
revenue over a five-year period taking into account a final value).
Impairment is recognized if the value-in-use is lower than the net
carrying amount of the brand.

Movies2

From the date of first release,amortization based on the ratio: net
income acquired during the financial year/
total net income discounted using a rate
based on a valuation of the average costof equity.
The Group considers that the use of thisamortization method, based on theincome from these activities according to
the estimated income method, is justified
as there is a strong correlation between
the products and consumption of theeconomic benefits associated with theworks in question.

In the event that the total net investment amount resulting from theapplication of this method exceeds the forecast net income, anadditional impairment is recognized for the asset in question.

Information system 3 or 5 years, straight-line, from the datedevelopmentsof commissioning

An impairment test is performed if there is any indication of a loss invalue.

Office software

3 years, straight-line, from the release
date

An impairment test is performed if there is any indication of a loss invalue.

Digital assets

N/A

Market values are determined by comparing the value of the digitalassets with the weighted average cost to the value of these digitalassets at closing.
Tokens held and borrowed are measured at their market value atthe end of the financial year.

3
4
5
6
7
8
9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

NOTE 23 RECOVERABLE VALUE OF BRANDS
03/31/22

Net values of brands

Driver

03/31/21

Gross value

Cumulative
impairment
lossesNet value

Net value

16.2(16.1)

0.1

8.4
39.6

Tom Clancy

39.9

—

39.9

Other brands

21.5

(4.8)

16.7

16.8

TOTAL

77.6

(20.8)

56.8

64.8

Key assumptions used to calculate recoverable values
DriverTom Clancy

Other brands

Basis used for recoverable value

Value-in-use

Source used

Internal plan

Methodology

Royalty method

Discount rate

8.88%

Perpetuity growth rate

None

1.5%

0 to 1.5%

Sensitivity of recoverable values of other assets with indefinite useful lives (brands)

On the basis of foreseeable events to date, the Group considers that potential changes in the key assumptions would not lead to asurplus in the carrying amount compared with the recoverable value, which represents 20 times their net carrying amount.

6.1.2.13

Property, plant and equipment

NOTE 24 DEPRECIATION AND IMPAIRMENT OF PROPERTY,
PLANT AND EQUIPMENT
Depreciation of property,
plant and equipment

210

Total

Cost of sales

R&D costs

Marketingcosts

Administrativeand IT costs

Buildings

1.4

—

0.9

0.1

0.4

Fixtures and ﬁttings

12.6

—

8.6

0.6

3.4

Computer hardware and furniture

45.5

0.1

30.9

2.3

12.2

Transport equipment

0.1

—

0.1

—

—

TOTAL AT 03/31/22

59.7

0.1

40.5

3.0

16.0

TOTAL AT 03/31/21

54.6

0.1

36.8

3.7

14.1

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

NOTE 25 INVENTORY VALUE AND CHANGES IN PROPERTY,
PLANT AND EQUIPMENT DURING THE FINANCIAL YEAR
03/31/22

03/31/21

Gross

Cumulative
depreciation

Net

Net

Land

5.1

—

5.1

5.0

Buildings

46.0

(6.5)

39.4

41.9

Machines and equipment

12.6

(8.1)

4.5

4.9

Fixtures and ﬁttings

112.8(61.3)

51.4

45.2

Computer hardware and furniture

350.0(252.7)

97.2

92.1

0.4

(0.2)

0.2

0.2

Property, plant and equipment

Transport equipment
Non-current assets in progress
TOTAL

Change in property,
plant and equipment

9.5

—

9.5

10.4

536.3

(328.9)

207.4

199.7

Decrease Reclassiﬁcations

Change inscope

Foreignexchange
conversion

Opening

Increase

Land

5.0

—

—

—

—

0.1

5.1

Buildings

47.0

—

—

(1.0)

—

(0.1)

46.0

Machines and equipment

11.5

1.1

—

—

—

—

12.6

Fixtures and ﬁttings

102.4

6.0

(10.1)

10.4

—

4.0

112.8

Computer hardware and furniture

298.8

45.5

(7.0)

2.1

—

10.6

350.0

0.7

0.1

(0.4)

—

—

—

0.4

Non-current assets in progress

10.4

11.0

—

(12.0)

—

0.1

9.5

TOTAL AT 03/31/22

475.8

63.8

(17.5)

(0.5)

—

14.7

536.3

TOTAL AT 03/31/21

404.2

75.0

(13.0)

(0.2)

—

9.9

475.8

Opening

Increase

Decrease

Reclassiﬁcations

Changein scope

Foreignexchange
conversion

Buildings

5.1

1.4

—

—

—

0.1

6.5

Machines and equipment

6.6

1.0

—

0.4

—

—

8.1

Fixtures and ﬁttings

57.2

11.6

(10.1)

—

—

2.6

61.3

Computer hardware and furniture

206.7

45.5

(6.7)

(0.7)

—

7.9

252.7

0.5

0.1

(0.4)

—

—

—

0.2

TOTAL AT 03/31/22

276.0

59.7

(17.1)

(0.3)

—

10.6

328.9

TOTAL AT 03/31/21

229.8

54.6

(12.6)

(0.6)

—

4.9

276.0

Transport equipment

2

Closing

Transport equipment

Depreciation and amortizationof property, plant and equipment

1

Closing

3
4
5
6
7
8
9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

ACCOUNTING PRINCIPLES
Property, plant and equipment
Property, plant and equipment are measured at their acquisition
cost (purchase price plus incidental expenses) minus rebates,
discounts, and any investment subsidies granted.

No borrowing costs are included in the costs of property, plantand equipment.
Given the type of assets held, no component was identified.

Property, plant and equipment are then recorded at their net
carrying amount (historical acquisition cost less cumulated
depreciation and impairment losses) at the time of their
inclusion into the scope of consolidation.

Depreciation and impairment of property,
plant and equipment
The depreciation method used throughout the Group, isstraight-line and the depreciation periods used for the various
types of non-current assets are as follows:

Type of asset
Buildings
Equipment
Fixtures and fittings
Computer hardware
Office furnitureTransport equipment

Period (in years)
15 to 25
5
3 to 15
3 to 410
5

In accordance with IAS 16, the Group is required to periodicallyrevise its depreciation periods based on the observed usefullife.

No impairment test is performed in the absence of any
indication of impairment.

Concerning the depreciation period of non-removable leasehold
improvements, the enforceable term of leases is taken into
account to determine the period of depreciation of leasehold
improvements.

Property

No property, plant or equipment is used to secure any
borrowings.

■ in Canada, 111 Chemin de la gare, Piedmont, Québec;As at March 31, 2022, no impairment test was performed
because there was no Indicator of impairment of property, plantand equipment.

Ubisoft owns the following land and buildings:■ in France, 8, rue de Valmy, Montreuil-sous-Bois (first floor of
the building);■ in Sweden, Àngelholmsgatan 1, 214 22 Malmö;■ in the United States, 2000 CentreGreen Way, Suite 300, Cary,
North Carolina.

NOTE 26 SUPPLIERS OF NON-CURRENT ASSETS
Movement

Reclassifications

Change inscope

Foreignexchange
conversion

Closing

Gross

0.9

1.8

—

—

—

2.7

OpeningAmounts due to suppliersof non-current assets

212

Gross

TOTAL AT 03/31/22

0.9

1.8

—

—

—

2.7

TOTAL AT 03/31/21

0.5

0.4

—

—

—

0.9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

6.1.2.14 Lease right-of-use assets

NOTE 27 DEPRECIATION AND IMPAIRMENT OF RIGHT-OF-USE ASSETSRELATING TO LEASES
Depreciation of right-of-use assets
relating to leases

Total

Cost ofsales

R&D costs

Marketingcosts

Administrativeand IT costs

Lease right-of-use assets

50.7

0.1

34.9

4.2

11.5

TOTAL AT 03/31/22

50.7

0.1

34.9

4.2

11.5

TOTAL AT 03/31/21

47.2

0.3

30.6

4.5

11.8

1

NOTE 28 INVENTORY VALUE AND MOVEMENTS DURING THE FINANCIAL
YEAR RIGHT-OF-USE ASSETS
Change in gross leaseright-of-use assets

Foreignexchange
conversion

2

Opening

Increase

Lease right-of-use assets

369.1

71.5

(25.0)

—

—

9.1

424.8

TOTAL AT 03/31/22

369.1

71.5

(25.0)

—

—

9.1

424.8

TOTAL AT 03/31/21

275.3

104.0

(15.5)

0.4

—

4.8

369.1

Decrease Reclassifications

Change inscope

Foreignexchange
conversion

Closing

—

3.1

122.4

Change in depreciationof gross lease right-of-use assets

Decrease Reclassifications

Change inscope

Opening

Increase

87.0

50.7

(18.2)(0.2)

Depreciation of leaseright-of-use assets

Closing

TOTAL AT 03/31/22

87.0

50.7

(18.2)

(0.2)

—

3.1

122.4

TOTAL AT 03/31/21

45.4

47.2

(6.7)

0.4

—

0.7

87.0

3
4
5

ACCOUNTING PRINCIPLES
Lease right-of-use assets
The Group qualifies a lease as soon as it gives the lessee theright to control the use of a given asset for a particular period,
including when a service contract contains a lease component.
The Group has defined 3 major categories of leases:■ land and buildings: they concern commercial leases and carparks;■ IT equipment: this mainly concerns space in data centers;■ other: this mainly concerns vehicles.
The Group applies the two exemptions proposed by IFRS 16,
namely exclusion of leases:■ where the term is less than 12 months;■ where assets are of low value.
The leases to which one of these two exemptions apply arepresented
in“Off-statementoffinancial
positioncommitments” and an expense is recognized in “Current
operating expenses” in the income statement.

The recognition of all leases results, in the statement offinancial position, in the recognition of an asset covering theright to use leased assets, against a liability for the associatedlease obligations (see note 37).

6

Amortization of lease right-of-use assets
On the income statement, amortization of right-of-use assets ispresented separately from the interest expense on leaseliabilities.

7

The amortization period of these right-of-use assets isdetermined according to the estimated term of the lease, withthe exception of finance leases, for which the period ofamortization of the right-of-use assets may be greater than theterm of the lease.

8

On the statement of cash flows, amortization of these right-ofuse assets is restated in relation to cash flows from operating
activities before changes in working capital.

9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

6.1.2.15

Tax

NOTE 29 ANALYSIS OF TAX EXPENSES/SAVINGS
03/31/22

03/31/21

Current tax(90.9)(83.4)

Deferred tax(22.7)(49.3)(113.6)(132.6)

TOTAL
Within the Group, there are four tax consolidation groups:■ in France:• Ubisoft Entertainment SA consolidates all French
companies held at more than 95% with the exception of
those created and acquired during the financial year. As at
March 31, 2022, the tax group’s loss carryforwards totaled€940.6 million, including €1,381.3 million in accelerated
amortization relating to the application of article 236 of the
CGI (French general tax code) for software development,• Green Panda Games SAS consolidates three companies.
As at March 31, 2022, the tax group had generated a loss
carryforward of €0.9 million;

and Script Movie Inc. As at March 31, 2022, the tax group had
generated a current income tax expense of €43.5 million, o/w€2.5 million related to the tax reform implementing theincremental tax in the United States;■ in the United Kingdom, the tax group consolidates four
companies: Ubisoft Ltd, Ubisoft Reflections Ltd, FutureGames of London Ltd and Ubisoft CRC Ltd. As at
March 31, 2022, the tax group had generated a current
income tax expense of €6.1 million.
Deferred tax is recognized at the tax rate applicable in eachcountry over the financial years in which its use is expected.

■ in the United States, the tax group includes four companies:
Ubisoft Inc., Red Storm Entertainment Inc., Ubisoft LA Inc.

NOTE 30 RECONCILIATION BETWEEN THE THEORETICAL INCOME TAXEXPENSE AND THE RECOGNIZED INCOME TAX EXPENSE
03/31/22

Proﬁt (loss) for the period

79.5

Total income tax

113.6

Consolidated earnings, excluding tax

193.1

Theoretical tax (28.41%)

54.9

Payments of tax deferred from previous years
Impact of changes in the rate on the tax basis(15.1)

Other adjustments(0.4)

Impact of permanent differences between net income and consolidated earnings
Cancelation of provisions for impairment of goodwill

23.3

Cancelation of studio margin(1.0)

Additional salary payment IFRS 2

14.3

Other permanent differences

7.3

Impact of permanent differences between net income and taxable income

0.6

Taxation of foreign companies at different tax rates(4.5)

Other adjustments
Impact of the US tax reform (incremental tax)

42.5

Tax credits

(8.4)

Other

214

0.3

TOTAL INCOME TAX

113.6

EFFECTIVE TAX RATE

58.83%UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

NOTE 31 DEFERRED TAX
Breakdown by nature of tax on the statement of financial position and income statement

03/31/21

Change inincomeChange inothercomprehensive
incomeChangein equity

Foreignexchange
Other
conversion reclassiﬁcations

03/31/22

Intangible assets
Elimination of margin
on intangible assets (1)

30.0

5.4

—

—

—

35.4

Losses

0.3

0.2

—

—

—

—

0.5

Investment tax credit

31.5

0.3

—

—

1.8

(3.7)

29.9

Temporary tax differences (2)

111.3

1.7

(1.0)

—

2.5

—

114.5

173.1

7.5

(1.0)

—

4.4

(3.6)

180.4

(3.3)

1.6

—

—

(0.1)

—

(1.8)

TOTAL DEFERRED TAXASSETS

1
2Intangible assets
Brands

(0.3)

(0.1)

—

—

—

—

(0.4)

Tax credits

Other intangible assets(44.2)

1.0

—

—

(2.8)

—

(46.0)

Other ﬁnancial instruments

(9.5)

(2.1)

—

—

—

—

(11.6)

Accelerated depreciation
and amortization(94.5)(19.4)————(113.9)

Other

(6.6)

(2.4)

—

—

(0.4)

—

(9.4)

TOTAL DEFERRED TAX
LIABILITIES(158.5)(21.4)

—

—

(3.2)

—

(183.1)

14.6(13.9)

(1.0)

—

1.1

(3.6)

(2.8)

TOTAL NET DEFERRED TAXES

34(1) Corresponds to the elimination of the internal margin invoiced by the production studios to the parent company on capitalized commercial software developments(2) The main differences relate to:• IFRS 15: €52.6 million• Provisions for credit notes by sales and marketing subsidiaries in respect of price protection: €4.9 million• Provision for employee benefit expenses (bonuses, paid leave, pension provisions): €12.1 million

5

Breakdown by expiry of net deferred taxes
Deferred tax assets

Deferred tax liabilities

Short-termLong-term

Total

Short-termLong-term

Total

Net accelerated depreciation *

—

—

—

(128.8)14.9(113.9)Losses of other subsidiaries

0.5

—

0.5

—

—

—

Elimination of margin on intangible assets

10.3

25.1

35.4

—

—

—

Investment tax credit

11.6

18.3

29.9

(3.0)

(37.8)(40.9)

Deferred revenue

18.5

34.1

52.6

—

—

—

—

4.7

4.7

—

—

—

Provision for post-employment liabilities
Temporary differences and other consolidation
adjustments

29.3

27.9

57.2

(17.0)(8.7)(25.6)

Brands

—

—

—

—

(2.7)

(2.7)

TOTAL

71.5

108.9

180.4

(148.8)(34.3)(183.1)*

6
7
8

Deferred tax on losses has been reclassified as deducted from accelerated amortization

Deferred tax assets

Because of a transfer price policy implemented by the Group, thedistribution companies and companies fulfilling support functions
systematically report operating profits. Similarly, the studios
invoice developer salaries with a margin that includes theiroverheads.
Deferred income tax assets are recognized if their recovery is
likely, particularly when taxable profit is expected during theperiod of validity of the deferred tax assets.

The Group ensures that, at each annual accounting period, thedeferred tax assets relating to tax losses and tax credits
recoverable only by deduction from future tax, shall be recovered
within a reasonable timeframe based on its estimates of futuretaxable income. The assumptions used for tax planning are
consistent with those of the business plans made bymanagement of the Group for the implementation of impairment
testing of intangible assets with indefinite lives.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

Taxes on activated/non-activated losses
03/31/22
ActivatedlossesNonactivatedlosses——Tax on deficits prior to the consolidationof French subsidiaries—

0.3

Tax on deficits of foreign subsidiaries

0.5

3.8

TOTAL

0.5

4.1

French tax group **03/31/21

Total

ActivatedlossesNonactivatedlosses

Total

—

—

—

—

0.3

—

0.8

0.8

4.3

0.3

6.4

6.7

4.6

0.3

7.2

7.5

Deferred tax on losses has been reclassified as deducted from accelerated amortization

The forecast period used to determine the recovery time on
activated losses is five years, a period that is consideredreasonable by management. The entirety of the losses carriedforward for the tax group for which Ubisoft Entertainment SA is

the head of the group therefore remains capitalized as at
March 31, 2022.

Investment tax credit
03/31/22

03/31/21

Investment tax credit

29.9

31.5

TOTAL

29.9

31.5

Ubisoft Entertainment Inc. benefits from tax credits contingent
upon the generation of taxable income. These tax credits
recoverable on future income taxes have a total life of 20 years.
The future use of these tax credits is subject to tax planning at
the local level and at the Group level. They are recognized asassets of the Group on the statement of financial position since
their recoverability period is reasonable (five years).

Deferred tax liabilities
Grants and tax credits

Accelerated amortization(article 236 of the French general tax code)

According to the provisions of article 236 of the French generaltax code, Ubisoft Entertainment SA can opt for the immediate
deductibility of software development expenses for which design
began during the financial year. As at March 31, 2022, anallowance of €225 million was recorded. In accordance with
IAS 12, the cancelation of the accelerated tax amortization
generates a deferred tax liability, which is then reclassified underloss carryforwards.

Ubisoft Entertainment Inc. benefits from multimedia credits andinvestment tax credits.
The Company has recorded a future tax liability relative to therecognition of multimedia credits and investment tax credits, as
the taxation of these elements is effective at the moment ofcollection.

ACCOUNTING PRINCIPLES
Income tax (income or expense) includes the current tax
expense (or income) and deferred tax expense (or income). Tax
is recognized in profit or loss, unless it relates to items that arerecognized directly in other comprehensive income; in whichcase it is recognized in other comprehensive income.

Current tax
Current tax is the estimated amount of tax owed on taxable
income for an accounting period. It is determined using the tax
rates applicable at the closing date.
Deferred tax
Deferred income tax is measured using the statement offinancial position liability method for all temporary differences
between the carrying amount of the assets and liabilities andtheir tax value.

216

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Measurement of deferred tax assets and liabilities depends on
the way in which the Group expects to recover or settle thecarrying amount of the assets and liabilities using the tax rates
applicable at the statement of financial position date.
A deferred tax asset is recognized if it is probable that theGroup will have future taxable profits, assessed on the basis oftax forecasts, against which this asset can be offset within areasonable time period.
Otherwise, the deferred tax assets are reduced accordingly.
The impact of possible changes in tax rates on previously
recorded deferred tax is recognized in profit or loss except
where it relates to an item recognized in other comprehensive
income.
Deferred tax is shown in the statement of financial position
separately from current tax assets and liabilities and is classified
as a non-current item.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6.1.2.16

6

Miscellaneous other assets and liabilities

NOTE 32 OTHER RECEIVABLES
Other receivables

OpeningNetchange Reclassiﬁcations

Change inscope

Foreignexchange
conversion

Closing

Advances and prepayments made

4.1

0.7

—

—

0.1

4.9

VAT

91.4

(11.9)

—

—

0.4

79.9

Grants receivable (1)116.3(61.4)

3.6

—

4.3

62.9

Other tax and social charge receivables

3.8

0.1

—

—

0.1

4.0

Other

5.4

9.5

—

—

0.8

15.7

(2)

39.6

0.4

0.1

—

0.6

40.7

TOTAL AT 03/31/22

260.6(62.6)

3.8

—

6.3

208.1

TOTAL AT 03/31/21

127.5

126.4

1.0

—

5.8

260.6

Prepaid expenses

12(1) Of which €50.3 million in grants to be received in Canada(2) See details in note 12

A receivable amount for grants receivable of €82.7 million was de-consolidated following the signature of a factoring agreement
covering the multimedia title credits in Canada (see note 33 “Transfers of financial assets”).

3

All other receivables are due in less than one year.
None were subject to impairment.

ACCOUNTING PRINCIPLESOther receivables (excluding grants receivable)
Other receivables linked to operating activity are recorded atamortized cost – in most cases the same as par value – minus
any loss of value recorded in a special impairment account. As
receivables are due in under a year, they are not discounted.

4Grants receivable
In some countries, video game production operations qualify
for public grants.
These grants are presented in the financial statements of thestudios as a reduction in production costs for commercial
software developments or the R&D costs to which they areattached.

5

Any claims on the public body that awarded the grant areclassified as “Loans and receivables” within the meaning of
IFRS 9.

6
7
8
9

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217

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

NOTE 33 TRANSFERS OF FINANCIAL ASSETS
Transferred financial assets
not derecognized in their entirety

In November 2021, the production subsidiary Ubisoft
Entertainment Inc. concluded a factoring agreement for claims
relating to the unvested rights of Investissement Québec underthe “CTMM” grant (income tax credit for the production ofmultimedia titles). An amendment was signed on March 21, 2022
modifying the maximum authorized limit.

Ubisoft Entertainment Inc. receives 85% of the sale price of thereceivables transferred at the transfer date. The remaining 15% iscollected at the time of actual payment of the grant by
Investissement Québec to the counterparty of the factoring
agreement. As the risks and benefits associated with 15% oftransferred receivables were retained by the Group, a portion of
15% of outstanding claims relating to unvested rights of theorganization Investissement Québec under the “CTMM” grantremains on the Group’s statement of financial position.

The risks associated with these receivables are transferred to thecounterparty of the factoring agreement; the receivables are
derecognized from the statement of financial position of theGroup.
Factoring agreement covering the subsidy “CTMM”–
Ubisoft Entertainment Inc.

Debt owed by a public organization relative to the rightto receive a public subsidy

Nature of assets transferred
Nature of risks and benefits attached to the ownershipof the transferred assets

Risk of default
Risk of late payment

Total carrying amount of the initial assets before the transfer

97.3

Carrying amount of residual assets

14.6

Carrying amount of associated liabilities—

Nature of the relationship between the assets transferred
and the associated liabilities—
Legal ownership of the receivable transferredto the counterparty

Restrictions on the use of transferred assets resulting from the transfer

Derecognized financial assets
None

NOTE 34 OTHER LIABILITIESOther liabilities
OpeningChange inChange Reclassiﬁcations
scope

Foreignexchange
conversion

Closing

Other non-current liabilities

34.4

2.5

—

—

—

37.0

Social charge debts

251.7(32.1)

—

—

6.9

226.5

Other tax liabilities

37.1

8.4

—

—

—

45.5

Other liabilities

96.0(31.6)

—

—

0.4

64.8

Deferred income *353.0(48.3)

—

—

3.5

308.2

TOTAL AT 03/31/22

772.2(101.1)

—

—

10.9

682.0

TOTAL AT 03/31/21

577.3

197.0

(0.1)

—

(1.9)

772.2

*

See note 6

Other liabilities mainly include:■ €50.9 million in earn-out provisioned for the acquisition of i3D.net;■ €15.2 million in liabilities related to the acquisition of digital assets.

ACCOUNTING PRINCIPLESOther liabilities are recorded at amortized cost, with the
exception of sales options held by non-controlling interests,
which are measured at fair value. Subsequent changes in fairvalue of liabilities are recognized as an offsetting entry in theGroup’s equity, except for the portion related to continued
employment, which is recognized in employee benefit
expenses.

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

The liability for the restitution of digital assets is measured at its
market value at the end of the financial year.
Cash flows linked to short-term recoverable values are notdiscounted.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

Provisions
Reversals(Provision
Gross Provisions Reclassiﬁcations
used)

Opening

Reversals(Provision
unused)Foreignexchange
conversion

Closing

3.7

Gross

Provisions for other financial risks (1)

3.0

0.8

—

(0.3)

—

0.2

Other provisions for risks (2)

2.0

4.3

—

(0.1)

—

0.1

6.3

TOTAL AT 03/31/22

5.0

5.1

—

(0.5)

—

0.3

10.0

TOTAL AT 03/31/21

3.1

2.5

—

(0.8)

—

0.2

5.0

(1) The provision for other financial risks corresponds to the risk on the CTMM (multimedia titles credit) at Ubisoft Entertainment Inc.
(2) Other provisions for risks relate to a potential reimbursement of grants received as well as ongoing labor disputes

1

ACCOUNTING PRINCIPLES
A provision is recorded when:■ the amount of the obligation can be measured reliably.

■ the Company has a current obligation (legal or implicit)
resulting from a past event;It these conditions are not met, no provision is recorded.

2■ it is likely that an outflow of resources (without an offsetting
entry) representing economic benefits will be required tosettle the obligation;

Contingent liabilities

Tax audits underway for which proposed adjustments have been
received:■ Ubisoft Entertainment Inc.: the audit began in June 2017 andrelates to the transfer price policy for the financial years FY14
to FY16. Discussions are underway between the Canadianand French administrations in order to avoid any double
taxation problems within the Ubisoft group. To date the Groupconsiders that the risk of final adjustment is very low and,
therefore, has not recognized a provision in the financial
statements;■ Ubisoft SA (Spain): the audit, which began in December 2018,
concerns the financial years FY12, FY13, FY15 and FY16. The
Company contests all the proposed adjustments relating to
the transfer pricing policy and consequently no provision has

3been recognized in the financial statements. A mutual
agreement proceeding was opened before the competentauthorities in Spain and France.
Tax audits underway for which no proposed adjustments havebeen received:

4■ Ubisoft Entertainment SA (France): the audit began in
February 2020 and concerns the financial years FY16 to FY19;■ Ubisoft Montpellier SAS (France): the audit began in
December 2020 and concerns the financial year FY20;

5■ Ubisoft GmbH (Germany): the audit began in November 2021
and concerns the financial years FY16 to FY18;■ Blue Byte GmbH (Germany): the audit began inNovember 2021 and concerns the financial years FY16 to
FY18.

6

NOTE 35 RELATED-PARTY TRANSACTIONSThe services provided by the parent company to related partiesare conducted according to normal market conditions:■ production subsidiaries billing the parent company fordevelopment costs based on the progress of their projects;■ the parent company invoicing sales and marketing subsidiaries
for a contribution to development costs;■ the implementation of cash agreements allowing forcentralized management at parent company level of the bankaccounts of the majority of the Group companies.

The transactions invoiced by related parties are conductedaccording to normal competition conditions. No transactions exist
with the corporate officers, with the exception of theircompensation for their positions as Chief Executive Officer andExecutive Vice-Presidents (see note 16 Compensation of thecorporate officers).

7

Ubisoft Entertainment SA has not bought own shares from
related parties.

8

There are no other significant transactions with related parties.

9

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219

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

6.1.2.17

Financial assets, financial liabilities and net financial income

NOTE 36 PROFIT AND LOSS RELATED TO FINANCIAL ASSETS
AND LIABILITIESIncome from cash

03/31/22

03/31/21

1.5

1.1

Interest on borrowings(24.5)(18.4)Net borrowing cost

(23.0)(17.4)

Foreign exchange gains

43.7

44.6

Foreign exchange losses(44.9)(52.8)

Result from foreign exchange operations

(1.2)

(8.2)

Other ﬁnancial income

1.2

1.0

Financial income

1.2

1.0

Other ﬁnancial expenses(25.4)(27.0)

Financial expenses(25.4)(27.0)

TOTAL(48.4)(51.6)

Other financial expenses include €25.2 million related to the revision of earn-out estimates subsequent to the evaluation period of thebusiness combination.

ACCOUNTING PRINCIPLES
Financing costs and other financial income and expenses
The net borrowing cost includes income and expenses linked
to cash and cash equivalents, interest expenses on borrowings
which include the sale of securities, creditor interest and thecost of ineffective currency hedging.
Other financial income and expenses include the sale of nonconsolidated securities, capital gains or losses on disposals andimpairment of financial assets (other than trade receivables),income and expenses linked to the discounting of assets andliabilities, and foreign exchange gains and losses on unhedged
items.

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The impact on profit and loss of measuring financial
instruments used:■ in the management of foreign exchange risks, is recognizedin operating profit (loss);■ in respect of the share swap agreement, is recognized in
net financial income.
The changes related to the estimates of future results includedin the potential return for the acquisition price, after thebusiness combination’s evaluation period, are recognized inother financial income and expenses.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

NOTE 37 FINANCIAL DEBTNet financial debt is part of the Indicators used by the Group. Thisaggregate, which is not defined in the IFRS repository, may not
be comparable to the Indicators referred to by other companies.
This is an additional information that should not be considered asa substitute for analysis of all of the assets and liabilities of theGroup.

As at March 31, 2022, financial liabilities amounted to€2,070 million and, including cash and cash equivalents as well as
cash management financial assets, net debt amounted to€618 million.

03/31/22

03/31/21

Current

NonCurrent

Total

Current

NonCurrent

Total

0.6

49.9

50.5

2.2

49.9

52.1

502.6

1,084.0

1,586.6

2.9

1,577.4

1,580.3

—

485.9

485.9

—

480.3

480.3

Bond issue 2018 (1)

500.7

—

500.7

1.1

499.2

500.3

Bond issue 2020 (1)

1.8

597.9

599.7

Bank borrowings
Bonds
OCEANE 2019

1.8

598.2

600.0

Borrowings resulting from the restatementof IFRS 16 leases

48.5

286.4

334.9

38.8

267.6

306.4

Commercial papers

37.0

—

37.0

93.5

—

93.5

Bank overdrafts and short-term loans

60.9

—

60.9

62.1

—

62.1

Accrued interest

0.3

—

0.3

0.5

—

0.5

Foreign exchange derivatives (2)

0.1

—

0.1

—

—

—

Total borrowings (A)649.9

1,420.3

2,070.2

200.0

1,894.9

2,094.9

Cash and bank balances

1,253.6—

1,253.6

1,276.2—

1,276.2

Investments of less than 3 months (3)

199.0

—

199.0

351.0

—

351.0

Cash management financial assets (3)

—

—

—

239.9

—

239.9

1,452.5—

1,452.5

1,867.0—

1,867.0

Total positive cash and cash equivalents (B)
TOTAL NET DEBT (A-B)

617.7

1
2
3
4

227.8

TOTAL NET DEBT
(EXCLUDING DERIVATIVES)

617.6

227.8

Fixed-rate debt

2,009.1

2,032.3

Variable-rate debt

61.2

62.6

5

(1) The amount for bonds is increased by accrued interest(2) Measured at fair value (level 2, IFRS 7 hierarchy)(3) UCITS measured at fair value (level 1, IFRS 7 hierarchy)

Main features of the bond issued
in November 2020

At its meeting of November 12, 2020, the Board of directors,
acting on the authorization of the Extraordinary General Meetingof July 2, 2020, approved the issuance of bonds for a total
amount of €600 million. These bonds were admitted to trading onEuronext Paris.
Number and par value:
Date of dividend entitlement
and settlement:

6,000 bonds
with a par value of €100,000
November 24, 2027

Duration:

7 years

Interest:

0.878%

6

Main features of the issuance of bonds with
an option for conversion and/or for exchange
for new and/or existing shares (OCEANE)

7

On September 24, 2019, Ubisoft issued bonds with an option forconversion and/or for exchange for new and/or existing shares(OCEANE) for an amount of €500 million.
Number and par value:
Conversion rate:
Issue price:
Date of dividend
entitlement and settlement:

4,361,859 bonds
with a par value of €114.63

8

1 share for 1 bond
105.25% of par, i.e. €526 million
September 24, 2024

Duration:

5 years

Interest:

zero coupon

9

OCEANE is considered as a composite instrument containing anequity component and a financial debt component. The amountof financial debt on the date of issue after deduction of expenses
was valued at €472 million. The optional component recognizedin equity was valued at €50 million, representing €36 million after
the deferred tax effect.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

221

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

Main features of the bond issued in January 2018

At its meeting of January 24, 2018, the Board of directors, acting
on the authorization of the Extraordinary General Meeting of
September 22, 2017, approved the issuance of bonds for a total
amount of €500 million. These bonds were admitted to trading onEuronext Paris.

Number and par value:

5,000 bonds
with a par value of €100,000

Date of dividend entitlement
and settlement:

January 30, 2023

Duration:

5 years

Interest:

1.289%Net cash managed
03/31/22

03/31/21

1,253.6

1,276.7

199.0

351.0

Cash and bank balances
Investments of less than 3 months
Bank overdrafts and short-term loans
NET CASH(61.2)(62.6)

1,391.4

1,565.2

Cash management financial assets
INVESTMENT SECURITIES (UCITS) *NET CASH MANAGED
*

—

239.9

—
1,391.4

239.9
1,805.1

Units of UCITS with a short-term management horizon that do not meet the criteria for qualifying as cash equivalents defined by IAS 7

Change in borrowings
Current and non-current ﬁnancial liabilities

Bank borrowings
Bonds

Foreignexchange
conversion

Opening

Increase

Decrease

Change in
scope

52.1

—

(1.6)

—

—

50.5

1,580.3

6.3

—

—

—

1,586.6
334.9

Closing

Borrowings resulting from the restatementof leases (finance leases and operating leases)

306.4

70.8

(50.2)—

7.9

Commercial papers

93.5

157.5

(214.0)

—

—

37.0

Bank overdrafts and short-term loans

62.1

—

(1.7)

—

0.5

60.9

Accrued interest

0.5

(0.2)

—

—

—

0.3

Foreign exchange derivatives

—

0.1

—

—

—

0.1

TOTAL AT 03/31/22

2,094.9234.5(267.5)—

8.4 2,070.2

TOTAL AT 03/31/21

1,423.1

1,249.6(583.0)—5.1 2,094.9

Borrowings resulting from the restatement of leases by currency
Borrowings resulting from the restatementof leases (in € million equivalent)

CAD

EUR

USD

GBP

Other
currencies

Total

As at 03/31/22

99.2

156.4

20.7

11.2

47.4

334.9

As at 03/31/21

99.7

151.6

20.3

12.8

22.0

306.4

All of the borrowings in foreign currencies result from the restatement of leases.

222

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

ACCOUNTING PRINCIPLES
Financial liabilities include:■ bank borrowings, equity and bonds;■ obligations relating to finance leases and operating leases;■ commercial paper;■ bank overdrafts and short-term loans;■ lderivatives with a negative market value.
Financial liabilities are presented as “non-current” except thosewith a maturity of less than 12 months from the closing date,
which are classified as “current liabilities”
Bank overdrafts are included in cash and cash equivalents asthey are an integral part of the Company’s cash management.
They are presented in liabilities, but are also offset against cashin the cash flow statement.

Recognition and measurement of financial liabilities
Borrowings and other financial liabilities
Bank borrowings, bond issues without an equity component
and other financial liabilities are measured at amortized costcalculated based on the effective interest rate. Financial
interest accrued on borrowings is included in “Current financial
liabilities” in the statement of financial position.
Bond issuance with an equity component
In accordance with IAS 32 – “Financial Instruments:
Presentation”, if a financial instrument includes different
components which relate for certain characteristics to liabilities
and for other characteristics to equity, these different
component parts must be accounted for and presented
separately according to their type.
The component presented in financial debt is assessed, at thedate of issue, on the basis of the future contractual cash flows
discounted at the market rate (taking into account the issuer’s
credit risk) for a debt with similar characteristics but notincluding an option for conversion or repayment in shares.
The value of the conversion option is calculated by thedifference between the bond’s issue price and the fair value ofthe liability component. This amount is recognized in“Consolidated reserves” in equity (see 6.1.1 Consolidated tableof change in equity).
At each closing date, an interest expense is calculated
according to the market interest rate for a similar bond, but
without a conversion option, with, in return, an increase in thefinancial liability representing the bond. Accordingly, at thematurity date, the carrying amount of the bond will be equal to
its redemption value.

Borrowings resulting from the restatement of leases(finance leases and operating leases)
The Group recognizes a liability (lease debt) on the date ofavailability of the underlying asset. This lease debt corresponds
to the discounted value of the fixed rents, and the rents fixed in
substance remaining to be paid, to which are added theamounts that Ubisoft is reasonably certain to pay at the end of
the lease, such as the exercise price of purchase options (whenthey are reasonably certain to be exercised), the penalties dueto the lessor in case of termination (and for which terminationis reasonably certain).

The Group systematically determines the term of the lease as
being the period during which the contract cannot beterminated, to which is added the intervals covered by every
extension option that the lessee is reasonably certain to
exercise and every option to terminate that the lessee isreasonably certain not to exercise. In the specific case of“3/6/9” leases in France, an assessment of the term to be
applied is made lease by lease.
The definition of this term also takes into account laws andpractices specific to each jurisdiction or sector of activity inmatters of firm lease commitment granted by lessors. This is
the case with indeterminate-period leases, for which Ubisoft
generally applies the notice period as the enforceable period.
However, the Group assesses, according to the circumstancesof each lease, the enforceable period, taking into accountcertain Indicators, such as the existence of significant penalties
in case of termination by the lessee. In particular, to determine
the term of this enforceable period, the Group considers the
economic importance of the leased asset.

1
2

When non-movable adaptations have been undertaken on
leased assets, the Group assesses, contract by contractwhether they provide an economic advantage to determine theenforceable period of the lease.

3

When a lease includes a purchase option, the Group adopts, as
the enforceable period, the useful life of the underlying asset
when it is reasonably certain to exercise the purchase option.
For each lease, the discount rate used is determined from theyield rates of government bonds in the lessee’s country,
according to the maturity of the lease, to which is added theGroup’s credit spread.

4

After the start date of the lease, the amount of the rental debt
may be revalued to reflect changes arising from the following
main cases:5■ a change of term arising from an amendment to the lease ora change of assessment concerning reasonable certainty of
exercising a renewal option or not exercising a termination
option;■ a change in the amount of rent, for example in application ofa new index or rate for variable rent;6■ a change in assessment concerning the exercise of apurchase option;■ any other change in the lease, for example a modification of
the extent of the lease and its underlying asset.

7

Derivative financial instruments
The Group holds derivative financial instruments to manage its
exposure to foreign exchange risks. To this end, Ubisoft
Entertainment SA hedges these risks with forward purchaseand sale agreements and currency options.

8

Derivatives are recognized at fair value and those with anegative market value are presented in financial liabilities.

9

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6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

NOTE 38 FINANCIAL ASSETS
03/31/22

03/31/21

Gross

Cumulative
depreciation

Deposits and sureties

9.5

(0.1)

9.3

9.6

Other long-term financial assets *

42.8

—

42.8

6.3

0.2

—

0.2

0.2

52.4

—

52.3

16.1

Non-current ﬁnancial assets

Other non-current receivables
TOTAL
*

Net

Other long-term financial assets include non-controlling investments, either directly or through investment funds

Foreignexchange
conversion

Opening

Increase

Decrease

Change inscope

Deposits and sureties

9.6

1.0

(1.3)

—

0.1

9.5

Other long-term financial assets

6.3

35.4

—

—

1.1

42.8

Non-current ﬁnancial assets

Other non-current receivables *Closing0.2

77.0(77.0)——

0.2

TOTAL AT 03/31/22

16.1

113.4

(78.3)

—

1.2

52.4

TOTAL AT 03/31/21

13.7

200.4

(198.1)

—

0.1

16.1

*

The change reflects changes in cash on the bank account used for the liquidity agreement

03/31/22
Current ﬁnancial assets

03/31/21

Gross

Impairment

Net

Net

Foreign exchange derivatives *

0.8

—

0.8

—

TOTAL

0.8

—

0.8

—

*

Derivatives whose market value at the year-end is positive are reported at fair value (level 2, IFRS 7 hierarchy, see analysis in note 46)

Some financial assets are presented in more detail in specific notes:■ trade receivables in note 5;■ inventories in note 10.

224

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CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

ACCOUNTING PRINCIPLES
Financial assets include:

Recognition and measurement of financial assets■ short-term and long-term loans and advances;

In accordance with IFRS 9 – “Financial Instruments”, financial
assets held by the Group are analyzed according to thebusiness model and their objectives:■ derivatives with a positive market value;■ short-term investment securities;■ assets valued at amortized cost: financial assets held with aview to receiving contractual cash flows;■ positive cash flow;■ deposits and sureties;■ assets valued at fair value: financial assets held for resale
and with a view to receiving contractual cash flows.

■ operating receivables.
Financial assets are presented as “non-current,” except thosewith a maturity of less than 12 months from the year-end date.
These are presented as “current assets” “cash management
financial assets” or “cash equivalents”.

Classification depends on the nature and objective of eachfinancial asset; it is determined when first recognized.

1

The breakdown of financial assets by category is as follows:

2

IFRS 9Classification

Ubisoft■ Cash and equivalent:• demand deposits (paid or unpaid)• term deposits

Assets at FV through profit or loss

3

• short-term investments (SICAV/UCITS)• cash management financial assets (UCITS)■ Fixed securities (non-consolidated) *■ Minority financial investments

Option: Assets at fair value through OCI

4■ Fixed securities (non-consolidated) *■ Deposits and sureties

Assets at amortized cost

■ Grants■ Trade receivables

Liabilities at amortized cost
Liabilities at FV through profit or loss*

■ Bank loans and overdrafts

5■ Trade and other payables
Not applicable to the Group

Case-by-case analysis according to the intent with which the securities are held

Assets measured at amortized cost
These include security deposits and trade receivables.
These assets are recognized at amortized cost using theeffective interest rate method. Impairment is recognized as ofinitial recognition in order to materialize 12-month expectedcredit losses, then a review is carried out at the end of eachreporting period to analyze whether the risk has changed
significantly and to set aside a provision for the expected credit
losses over the residual life of the financial instrument, if any.

Assets measured at fair value
Cash and cash equivalents
Cash and cash equivalents include cash on hand and deposit
accounts, money market UCITS, with maturity generally under
three months, which can be easily liquidated or sold on very
short notice, can be converted into cash and present negligible
risks of change in value. Short-term investments are measured
at net asset value at each statement of financial position date.
Changes in this market value are recognized in net financial
income.

Cash management financial assets
Cash management financial assets include units in UCITS
invested with a short-term management horizon, that do notmeet the criteria for qualifying as cash equivalents defined by
IAS 7. They are measured and recognized at their fair value.
Changes in value are recognized in profit or loss.

6

Purchases and sales of cash management financial assets arerecognized at the transaction date.

7

Derivative financial instruments
The Group holds derivative financial instruments to manage its
exposure to foreign exchange risks. To this end, Ubisoft
Entertainment SA hedges these risks with forward purchaseand sale agreements and currency options.

8

Derivatives are recognized at fair value and those with apositive market value are presented in financial assets. Changes
in fair value are recognized in net financial income.

9

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6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

NOTE 39 CASH FLOW HEDGING AND OTHER DERIVATIVE INSTRUMENTS
Equity impacts of hedge accounting

The hedging reserve includes the effective and ineffective part ofthe cumulative net change in the fair value of cash flow hedge
instruments attributable to hedged transactions that have not yetmaterialized. For hedged transactions that have materialized, theamounts are reclassified in income.

The portion reclassified under profit or loss is recognized under
profit (loss) from ordinary operating activities for the effective
portion and net financial income for the ineffective portion.
As at March 31, 2022, the hedge positions taken during thefinancial year were reclassified to profit or loss, so there was no
impact on equity.

ACCOUNTING PRINCIPLES
Recognition and valuation of derivative financial
instruments
The Group holds derivative financial instruments exclusively to
manage its exposure to foreign exchange risks. To this end,
Ubisoft Entertainment SA hedges these risks with forward
purchase and sale agreements and currency options.
Derivatives are initially recorded at fair value; associatedtransaction costs are recognized in profit or loss when incurred.
After initial recognition, derivatives are measured at fair value
while resulting changes are recorded using the principles
outlined below.

Cash flow hedging
Hedge accounting (Cash Flow Hedge model) is applied as partof the hedging policy decided by the Group and mainly
concerns transactions in US Dollars and Canadian Dollars. Its
strategy is to hedge only one financial year at a time, so thehedging horizon never exceeds 18 months.
Hedge accounting applies if:■ the hedging relationship is clearly defined and documented
on the date it is established;■ the effectiveness of the hedging relationship is proven fromthe outset and for as long as it lasts.
Application of cash flow hedge accounting under IFRS 9 has
the following consequences:■ the effective and ineffective portions of the change in fairvalue of the hedging instrument are recognized in othercomprehensive income until the hedged item is recognized;■ when reclassified under profit or loss, the ineffective portionof the change in fair value is recognized in net financial
income.

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

When the hedging instrument no longer meets the criteria forhedge accounting, reaches maturity, is sold, canceled or
exercised, hedge accounting is no longer applied. The profit orloss accumulated is held in other comprehensive income until
the completion of the planned transaction. When the hedged
item is a non-financial asset, the profit or loss accumulated isremoved from other comprehensive income and included in theinitial cost. In other cases, related profits and losses that havebeen recognized directly in other comprehensive income arereclassified under net income for the period in which thehedged item impacts the result.
The fair value of assets, liabilities and derivatives is determinedon the basis of market prices at the closing date.

Hierarchy and levels of fair value
In accordance with IFRS 7 (revised), financial assets andliabilities held by the Group and measured at fair value havebeen classified according to the fair value levels specified by
the standard:■ Level 1: the fair value corresponds to the market value of
instruments listed on an active market;■ Level 2: the fair value determined on the basis of observable
data.
Note 46 specifies the fair value level for each category ofassets and liabilities measured at fair value.
The Group did not carry out any transfers between levels 1 and2 during the financial year.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6.1.2.18

6

Information relating to market risks and to the fair valueof financial assets and liabilities

Over the course of its business, the Group may be more or lessexposed to financial risks (notably interest rate, liquidity, foreignexchange and financing risk), counterparty risk and equity risk.

The Group has put in place a policy for managing these risks,
which is described below.

NOTE 40 INTEREST RATE RISKInterest rate risk is mainly incurred through the Group’s interestbearing debt. This debt is essentially euro-denominated andcentrally managed. Interest rate risk management is primarily
designed to minimize the cost of the Group’s borrowings andreduce exposure to this risk. For this purpose, the Group primarily
uses fixed-rate loans for its long-term financing needs andvariable-rate loans to finance specific needs relating to increases
in working capital during particularly busy periods.

1

As at March 31, 2022, the Group’s debt was mainly composed ofbonds at fixed rates, loans, short-term negotiable securities(NEU CP) and bank overdrafts.

2

NOTE 41 LIQUIDITY RISK
■ funding obtained including short-term negotiable securities(NEU CP) for €37.0 million (on a program of a maximum
amount of €300 million), an OCEANE issued for €500 million,
two bonds of respectively €500 million and €600 million and a
Schuldschein-type loan for €50 million.

To finance specific needs relating to increases in working capitalduring particularly busy periods, the Group had the following as at
March 31, 2022:■ unused credit lines for €370 million (see Commitments
received, note 54);3

Analysis of financial liabilities by maturity
03/31/22
Carrying
amountSchedule

Total
contractual
cash flows< 1 year4

1 to
2 years

2 to
5 years> 5 years

Current and non-current financial liabilities
Bank borrowings

50.5

53.7

0.6

—

49.9

—

Commercial papers

37.0

37.0

37.0

—

—

—

502.6

—

485.9

598.2

1,586.6

1,635.0

Borrowings resulting from the restatementof leases (finance leases and operating leases)

Bonds

334.9

336.2

48.5

41.0

120.0

125.4

Trade payables (1)

156.6

156.6

156.6

—

—

—

Other operating liabilities (2)

681.9

681.9

423.7

165.9

92.3

—

Current tax liabilities

28.1

28.1

28.1

—

—

—

Cash liabilities

60.9

60.9

60.9

—

—

—

5
6

Derivative liabilities
Foreign exchange derivatives
TOTAL

0.1

35.9

0.1

—

—

—

2,936.6

3,025.4

1,258.1

206.8

748.1

723.6

7

(1) Liabilities are presented at the closing exchange rate, while variable-rate interest is calculated based on the closing spot rate(2) Other operating liabilities at more than one year are mainly related to the deferred payments of consideration transferred as part of business combinations

8

NOTE 42 COVENANTS
Under the terms of the syndicated loan and bilateral lines, the Company is required to comply with the following financial ratios(covenants):
Consolidated IFRS annual financial statements

Ratio

Net debt restated for assigned receivables/equity restated for goodwill <0.80

Net debt restated for assigned receivables/EBITDA <

1.50

9

As at March 31, 2022, the Company was compliant with all these ratios and expects to remain so during the 2022-2023 financial year.
Other borrowings are not governed by covenants.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

227

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

NOTE 43 FOREIGN EXCHANGE RISK
Given its international presence, the Group is exposed to foreignexchange risk on its cash flows from operating activities and on
its investments in foreign subsidiaries.
The Group only hedges its exposures on operating cash flows in
the main significant foreign currencies.
The Group first uses natural hedges provided by transactions in
the other direction (development costs in foreign currency offset
by royalties from subsidiaries in the same currency). The parent
company uses foreign currency borrowings, futures or foreignexchange options to hedge any residual exposures andnoncommercial transactions (such as inter-company loans inforeign currencies).

As at March 31, 2022, foreign exchange financial transactions areclassified as cash flow hedges under IFRS 9.
Hedging commitments are made by the parent company’s
Treasury Department in France. No hedging is taken out directly
at subsidiaries in France or abroad.
The Group uses foreign currency derivatives, measured at fairvalue, only with standard banking institutions. These are top tierbanking institutions. As a result, the “Credit Value
Adjustment” (entity’s own risk) is deemed to be immaterial.
At closing, the fair value of foreign exchange derivatives is asfollows:

Derivatives for which documentation on the hedging relationshipdoes not meet the requirements of IFRS 9 are not referred to as
hedging instruments.
03/31/22

03/31/21

USD

CAD

GBP

USD

CAD

GBP

Forward hedges *

0.7

—

—

—

—

—

FOREIGN EXCHANGE DERIVATIVESQUALIFYING AS HEDGES

0.7

—

—

—

—

—

of which in fair value(impact on income)

0.7

—

—

—

—

—

of which in cash flow hedge(impact on OCI)

—

—

—

—

—

—

*

Mark-to-market, level 2 in the fair value hierarchy under IFRS 7

Subscription date

Maturity date

Hedged priceType ofinstrument

35 MUSD

March 2022

April 2022

1.0972

Forward sale

40 MUSD

March 2022

April 2022

1.0972

Forward sale

40 MUSD

March 2022

April 2022

1.1129Forward sale

Nominal amount of hedges

The amount of ineffective derivative instruments qualifying for hedge accounting under IFRS 9 is recognized in net financial income.

Exposure to foreign exchange risk
(in millions of currency units)

USD

GBP

CAD

Net position before management *

1.1

—

(0.7)

Forward foreign exchange contracts

—

—

—

Net position after management

1.1

—

(0.7)

*

Estimated transaction position from any operation triggering a payment or future earnings maturing in 2022-2023

Impact of a variation of +/-1% in the main currencies on sales and operating income
Impact on sales

Impact on operating
income

USD

8.6

7.4

GBP

0.4

(0.2)

CAD

0.5

(4.2)

Currency

Impact of a +/-1% fluctuation in the main currencies on goodwill and brands
Currency

228

Impact on equity

USD

0.3

GBP

0.4

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

NOTE 44 CREDIT AND COUNTERPARTY RISK
03/31/22
Notes

Carrying
amountTrade receivables

5

473.2

Other current trade receivables

32

208.1

Foreign exchange derivatives

38

Current tax assets

Provisions

2.2

03/31/21
Net carrying
amountNet carrying
amount

471.0

342.7

208.1

260.6

0.8

0.8

—

48.0

48.0

45.7

Cash management financial assets

37

—

—

239.9

Cash and cash equivalents

37

1,452.5

1,452.5

1,627.7

Exposure to credit risk

Credit risk reflects the risk of financial loss to the Group in theevent that a client or counterparty to a financial asset (seeCounterparty risk) fails to meet its contractual obligations. Thisrisk is mainly incurred on trade receivables and investment
securities.

Exposure to counterparty risk

All cash must remain highly liquid by limiting capital risk exposure
as much as possible. This should therefore be invested in
products with a high degree of security, very low volatility and anegligible risk of changes in value. All instruments in which theGroup invests meet the requirements of IFRS 7.

The Group’s exposure to credit risk is mainly influenced by clientspecific factors. The statistical profile of clients, notably including
the risk of bankruptcy for each sector of activity and country inwhich clients operate, has no real influence on credit risk.

For instance, some prudential rules must be respected for theGroup’s cash investments:

Ubisoft’s main clients are spread out worldwide. They are
structured in particular by:

The Group diversifies its investments with top tier counterparties
and money market instruments with a maturity of less than threemonths.

■ digital distributors (representing 80.6% of the total sales of
the Group):
In the digital market, there are few clients, but with worldwide
distribution. The Company considers that given the quality of
the counterparties, the counterparty risk on digital sales islimited;1
2
3■ never hold more than 5% of a fund’s assets;■ never invest more than 20% of total cash in the same vehicle.

4

As at March 31, 2022, investments consisted of UCITS, term
accounts and deposits, and interest-bearing accounts.

5■ physical distributors (representing 15.0% of the total sales of
the Group):
In order to protect itself against the risks of non-payment, theGroup has set up a global risk pooling policy that covered 94%
of Group physical sales at the end of March 2022.

6

NOTE 45 EQUITY MARKET RISK
Risk to the Company’s shares

Legal framework

In accordance with its share buyback policy and under theauthorization granted by the General Meeting, the Company may
decide to buy back its own shares. The fluctuations in the price ofown shares bought in this way have no impact on the Group’s
results. Own shares are deducted from equity at cost of sale.
General Meeting Resolution

7

The Combined General Meeting of July 1, 2021 renewed theauthorizations previously granted to the Board of directors
allowing the Company, in accordance with article L. 225-209 of
the French commercial code, to:Purpose8

Duration of authorization

21st resolution

Buy back or have bought back by the Company its own shares

18 months

22nd resolution

Reduce the capital by cancelation of shares

18 months

As at March 20, 2018, Ubisoft Entertainment SA signed a prepaid
forward agreement with CACIB, as well as an amendment on
September 15, 2020, for 3,445,454 of its own shares, settled by
the delivery of securities maturing in 2024 or in advance at a priceof €66.

Ubisoft Entertainment SA signed a liquidity agreement with
EXANE BNP PARIBAS that came into force on January 1, 2019.

According to IAS 32, this agreement is classified as an equity
instrument that reduces the Group’s equity.

Risk to the Company’s other shareholdings

9

As at March 31, 2022, the Company held 2,449,019 own shareswith a value of €100.6 million.

The Group does not hold any significant shareholdings in nonconsolidated companies.

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229

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

NOTE 46 FAIR VALUE HIERARCHIES OF FINANCIAL ASSETS AND LIABILITIES
Reconciliation by accounting class and category
03/31/22
Amortized
cost

03/31/21

Notes

IFRS 7hierarchy

Foreign exchange derivatives

38

2

0.8

—

Other long-term financial assets

38

2

42.8

6.3

Net investment securities

37

1

199.0

351.0

Cash management financial assets

37

1

—

239.9

Cash

37

Fair value

Amortized
cost

Fair value

Assets at fair value through profit or loss

1,253.6

1,276.7

Assets at fair value through OCI *Equity investments in non-consolidated
companies

38

2

—

—

Assets at their amortized cost
Trade receivables
Other operating receivables

5

471.0

342.7

32/12

208.1

260.6

48.0

45.7

Current tax assets
Deposits and sureties

38

9.3

9.6

Other non-current receivables

38

0.2

0.2

Liabilities at fair value through profit or loss
Foreign exchange derivatives
Other operating liabilities

(0.1)

—

6/34

37

2

(66.5)(51.6)

6/34

(1.8)

(5.1)

Liabilities at fair value through OCI
Other operating liabilities
Liabilities at their amortized cost
Borrowings

37(2,070.1)(2,094.9)

Trade payables

11/26(156.6)(152.0)

Other operating liabilities

6/34(613.7)(715.6)(28.1)(15.8)

Current tax liabilities*

OCI (Other Comprehensive Income) corresponds to other comprehensive income

No changes in the fair value hierarchy have been carried out in the measurement of assets and liabilities over the past year.

6.1.2.19

EquityNOTE 47 CAPITAL
As at March 31, 2022, the capital of Ubisoft Entertainment SA was €9,705,642.9 divided into 125,234,102 shares with a par value of€0.0775.
A double voting right compared to the voting right attached to the other shares, given the proportion of the share capital they represent,is allocated to all fully paid-up shares registered in the name of the same shareholder for at least two years.
Preference shares have no voting rights.

230

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

NOTE 48 NUMBER OF UBISOFT ENTERTAINMENT SA SHARES
As at 04/01/21

123,566,676

Exercise of subscription options

320,198

Reserved capital increases (employee share ownership)

1,354,140

Final vesting of free preference shares

320

Cancelation of preference shares(7,232)AS AT 03/31/22

125,234,102

1

The maximum number of shares to be created is 8,719,458:■ 1,009,938 through the exercise of stock options;■ 3,347,661 through the grant of free shares;■ 4,361,859 through the conversion of OCEANE into shares.

2

The details of stock options and free share grants are given in note 15.

NOTE 49 DIVIDENDS
No dividend was paid in respect of net income for the year ended March 31, 2021.

3

NOTE 50 OWN SHARES
Occasionally, in accordance with the legal framework, the Group buys its own shares on the market.

4

As at March 31, 2022, the Company held 2,449,019 own shares, recognized as a deduction to equity:
03/31/22
Own shares by objective

Liquidity agreement
Employee stock ownership coverage
TOTAL

Number ofshares03/31/21
Valuation(in € millions)

Number ofsharesValuation(in € millions)

77,968

3.1

82,8805.3

2,371,051

97.5

402,86526.3

2,449,019

100.6

485,745

31.6

5

In accordance with the extension of the prepaid forward agreement entered into with CACIB for 3,445,454 of its own shares, theGroup may settle this agreement through the delivery of securities due in 2024 or earlier at the price of €66.

6

According to IAS 32, this agreement is classified as an equity instrument that reduces the Group’s equity.

NOTE 51 TRANSLATION RESERVE

7

The translation reserve includes all foreign exchange gains and losses resulting from the translation of the financial statements offoreign subsidiaries.
The foreign exchange gains and losses in “Equity attributable to owners of the parent company” stood at €39.1 million between
March 31, 2021 and March 31, 2022. This change is due primarily to the following foreign currencies:
DeviseClosing rate
03/31/22

Closing rate
03/31/21

Impact03/31/22

8Impact03/31/21

USD

1.110

1.173

(0.6)

(4.8)

CAD

1.390

1.478

34.0

24.9

GBP

0.846

0.852

0.7

3.8

SGD

1.503

1.577

1.0

(0.1)

JPY

135.170

129.910

(0.3)

(0.7)

CNY

7.040

7.681

3.6

0.5

Other

0.8

(0.6)

TOTAL

39.1

23.0

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

231

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

ACCOUNTING PRINCIPLES
The operating currency of Ubisoft group’s foreign subsidiaries istheir local currency, in which they record most of theirtransactions. The assets and liabilities of Group companies
whose operating currency is not the euro are translated into
euros at the exchange rate prevailing at the end of theaccounting period.
The income and expenses of these companies, along with their
cash flows, are translated at the average exchange rate over theyear. Differences arising from this translation are recognizeddirectly in consolidated equity, as a separate item under“foreign exchange gains and losses”.

Goodwill and fair value adjustments resulting from theacquisition of a foreign entity are considered to belong to theforeign entity and are therefore expressed in the entity’s
operating currency. They are translated at the closing rate
prevailing at the end of the accounting period.
The Group does not operate in countries suffering fromhyperinflation.

NOTE 52 NON-CONTROLLING INTERESTS
03/31/22

03/31/21of which the Green Panda Games Group

(0.3)

0.2

of which Kolibri Games *

0.7

1.9

0.4

2.1

03/31/22

03/31/21

2.0

2.3

Net income attributable to non-controlling interests

TOTAL SHARE OF PROFIT OR LOSS ATTRIBUTABLE TO NON-CONTROLLINGINTERESTS

Equity attributable to non-controlling interestsof which the Green Panda Games Groupof which Kolibri Games *TOTAL OF EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
*

—

7.0

2.0

9.3

25% non-controlling investment as at March 31, 2021. As at 31 March 2022, the Group held 100% of Kolibri GamesNOTE 53 EARNINGS PER SHAREPROFIT OR LOSS ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANYAS AT MARCH 31, 2022
Weighted average number of shares in circulation

79.1
119,608,218

Dilutive shares

7,712,517

Stock options

2,997

Free share grants

3,347,661

OCEANE

4,361,859

Weighted average number of shares after exercise of rights of dilutive instruments

127,320,735

NET EARNINGS PER SHARE AS AT MARCH 31, 2022 (in euros)

0.66

DILUTED EARNINGS PER SHARE AS AT MARCH 31, 2022 (in euros)

0.65

ACCOUNTING PRINCIPLES
Methods of calculating earnings per share
Earnings per share
Basic earnings per share are equal to net earnings divided by
the weighted average number of shares in circulation less own
shares.

Diluted earnings per share
Diluted earnings per share are equal to:■ net earnings before dilution, plus the after-tax amount of any
savings in financial expenses resulting from the conversionof the dilutive instruments divided by;■ the weighted average number of ordinary shares incirculation, less own shares, plus the number of shares thatwould be created as a result of the conversion of
instruments convertible into shares and the exercise ofrights.

232

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CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6

6.1.2.20 Unrecognized contractual commitments

NOTE 54 OFF-STATEMENT OF FINANCIAL POSITION COMMITMENTS
RELATED TO THE FINANCING OF THE COMPANY
Off-balance sheet commitments related to Company financing
Summary

03/31/22

03/31/21

123.9

110.8

369.8

369.3

Expiry date

03/31/22

Ubisoft Blue Byte GmbH

07/17/31

26.2

Ubisoft Toronto Inc.

04/30/31

34.4

Ubisoft Srl

07/18/29

15.9

Ubisoft Emirates FZ-LLC

01/13/23

11.6

Syndicated loan

07/18/24

300.0

Committed lines of credit

06/24/22

10.0

Commitments given by Ubisoft Entertainment SA
Financial guarantees

1

Commitments received by Ubisoft Entertainment SA
Lines of credit received and not used

Breakdown of commitments of over €10 million

2

Commitments given by Ubisoft Entertainment SA
Financial guarantees

3

Commitments received by Ubisoft Entertainment SA

4Lines of credit received and not used

Bank credit facilities

23.0

5

Off-statement of financial position commitments related to hedging instruments
Summary

Foreign exchange hedges **03/31/22

03/31/21

104.3

21.3

6

Fair value measured at the guaranteed price

NOTE 55 OFF-STATEMENT OF FINANCIAL POSITION COMMITMENTS
TO EMPLOYEES OF THE GROUP
To ensure the stability of Ubisoft’s operations, 0.3% of theGroup’s employees as at March 31, 2022 benefited fromamendments to their employment contracts between June and
September 2016: in the event of a change of control, and at theinitiative of the employee or the Company, beneficiaries will beable to receive compensation within a period not exceeding two
years after the change of control.

7

The estimated maximum amount of benefits to be paid would beapproximately €40 million gross.

8
9

NOTE 56 LEASESThe commitments mainly include real estate leases relating toleases for which the underlying asset will be available after
March 31, 2022.

The amount of the associated lease liability would be around€1.2 million.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

233

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2022

NOTE 57 OTHER COMMITMENTS
Long-term investments

Investments are made in technologies that are or could be usedin the Ubisoft ecosystem (game analytics, advertising, streaming,etc.) as well as in software or services related to video gameswith high growth potential (e-Sports, blockchain, cloud, etc.). The
residual financial commitment was €12.9 million as at
March 31, 2022.

Earn-out for the Tom Clancy brandGreen Panda Games purchase agreements

The majority equity investment of the Group in the capital ofGreen Panda Games is accompanied by two purchase options
granted to the Group, which may be exercised according to aperiod defined in the shareholders’ agreement.
For Ubisoft, the options correspond to a right, and not an
obligation, to acquire the remaining shares at fair value without
the non-controlling shareholders being able to object to this.

The acquisition contract relative to the right to use the Tom
Clancy brand provides for the payment of an earn-out, according
to the achievement of an annual sales figure.
No trigger threshold was reached during the 2021-2022 financialyear.

6.1.2.21 Events after the reporting period
None6.1.2.22 Professional fees of the Statutory Auditors and members of their networks
KPMG
Amount (excluding tax)
2021-2022%

2020-2021

2021-2022

2020-2021

Statutory audit, certification, and review of the separate and consolidated financial statements■ Issuer

0.3

0.3

36%

37%

■ Fully consolidated subsidiaries

0.5

0.4

55%

50%

Services other than audit of the financial statements *■ Issuer

0.1

0.1

9%

13%

TOTAL

0.8

0.8

100%

100%

*

The services assigned to the Statutory Auditors other than audits of the financial statements concern services required by the laws and regulations and additional
audit procedures

MAZARS
Amount (excluding tax)
2021-2022%

2020-2021

2021-2022

2020-2021

Statutory audit, certification, and review of the separate and consolidated financial statements■ Issuer

0.3

0.3

40%

36%

■ Fully consolidated subsidiaries

0.3

0.4

54%

59%

■ Issuer

0.0

0.0

6%

5%

TOTAL

0.6

0.7

100%

100%

Services other than audit of the financial statements **234

The services assigned to the Statutory Auditors other than audits of the financial statements concern services required by the laws and regulations and additional
audit proceduresUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2022 t

6.1.3

6

OTHER ACCOUNTING PRINCIPLES

Measurement bases

The consolidated financial statements were prepared using thehistorical cost method, with the exception of the following assets
and liabilities, which were measured at fair value: derivative
financial instruments, financial instruments held for trading andavailable-for-sale financial assets.

Operating and presentation currency

Transactions eliminatedin the consolidated financial statements

Statement of financial position amounts and income andexpenses resulting from intra-group transactions are eliminatedduring the preparation of the consolidated financial statements.
Gains resulting from transactions with associates are eliminatedfor the Group’s percentage interest in the Company.

The consolidated financial statements are presented in euros,
which is the parent company’s operating currency.

Losses are eliminated, but only to the extent that they are notindicative of impairment.

Consolidation principles

Translation of transactions
denominated in foreign currencies

Subsidiaries

A subsidiary is defined as an entity controlled by Ubisoft
Entertainment SA.
Control of an entity is based on three criteria:■ power over the entity, i.e. the ability to manage the operations
that have the most impact on its profitability;■ exposure to the variable returns of the entity, which may bepositive (e.g. dividends or any other economic benefit), or
negative;■ and the relationship between the power and these returns, i.e.
the ability to exercise power over the entity in such a way as
to influence the returns achieved.
In practice, the companies in which the Group directly or
indirectly owns the majority of voting rights, conferring upon it
the power to manage their operational and financial policies, aregenerally considered controlled and thus consolidated according
to the full consolidation method.
In order to determine control, Ubisoft Entertainment performs anin-depth analysis of the established governance arrangements
and an analysis of the rights held by other shareholders.
Ubisoft consolidates special purpose entities in which theCompany does not hold a direct or indirect interest but that it
controls in substance.
The financial statements of subsidiaries are included in the
consolidated financial statements from the date on which control
is obtained to the date at which such control ends.
If necessary, the accounting principles of subsidiaries areamended to align them with those adopted by the Group.

1

Transactions denominated in foreign currencies are translated byapplying the exchange rate prevailing on the date of thetransaction.

2

At the closing date, all money market assets and liabilities
denominated in foreign currencies (excluding derivatives) aretranslated into euros at the closing exchange rate. Any resulting
foreign exchange gains and losses are recorded in the income
statement.

3

Non-money market assets and liabilities denominated in foreign
currencies are recorded at the exchange rate prevailing on thedate of the transaction.

4

Derivatives are measured and recognized in accordance with themethods described in the note on financial instruments.

Investments in associates

Investments in associates include the Group’s share of the equity
held in companies accounted for under the equity method,
together with any related goodwill.

5

Operating profit (loss) and profit (loss)
from ordinary operating activities

Operating profit (loss) includes all revenues and costs directly
linked to Group operations, whether these revenues and costs
are recurrent or resulting from one-off decisions or operations.
Extraordinary items, defined as revenues and expenses that are
unusual in their frequency, nature and/or amount, belong tooperating profit (loss). Profit (loss) from ordinary operating
activities is equal to operating profit (loss) before inclusion of
items whose amount and/or frequency are unpredictable bynature.

6
7
8
9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

235

6

CONTENTSFINANCIAL STATEMENTS

u Statutory auditors’ report on the consolidated financial statements

6.2

STATUTORY AUDITORS’ REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS

This is a free translation into English of one of the statutory auditors’ report on the consolidated financial statements issued in Frenchlanguage and it is provided solely for the convenience of English speaking readers.
This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards
applicable in France.
Financial year ended March 31, 2022
To the General Meeting of the company Ubisoft Entertainment,

OPINIONAs mandated by your General Meetings, we conducted the audit of the consolidated financial statements of Ubisoft Entertainment inrespect of the financial year ended March 31, 2022, as attached to this report.
We hereby certify that, from the standpoint of IFRS standards as adopted in the European Union, the consolidated financial statements
give a true and fair view of the operations for the financial year just ended, as well as the assets, financial position and results of theGroup comprising the consolidated persons and entities.
The opinion formulated above is consistent with the content of our report to the Audit Committee.

BASIS FOR THE OPINION
Audit Guidelines

We conducted our audit in accordance with accepted professional standards in France. It is our view that the elements that wecollected are sufficient and adapted to base our opinion.
Our responsibilities under these standards are indicated in the section “Responsibilities of the Statutory Auditors relating to the audit of
the consolidated financial statements” in this report.

Independence
We conducted our audit in accordance with the rules of independence provided for in the French commercial code and the Statutory
Auditor’s professional code of ethics, over the period from April 1, 2021 to the date of issue of our report, and notably, did not provide
any services prohibited by Article 5, paragraph 1 of the Regulation (EU) 537/2014.

BASIS FOR OUR ASSESSMENT – KEY POINTS OF THE AUDITThe global crisis linked to the Covid-19 pandemic created special conditions for the preparation and audit of the financial statements forthis financial year. This crisis and the exceptional measures taken as part of the state of health emergency had multiple consequences
for companies, particularly on their activity and financing, as well as increased uncertainty about their future prospects. Some of thesemeasures, such as travel restrictions and remote working, have also had an impact on the internal organization of companies and theway in which audits are carried out.
It is in this complex and evolving context that, pursuant to the provisions of Articles L. 823-9 and R. 823-7 of the French commercial
code regarding the basis for our assessments, we call your attention to the key points of the audit regarding the risks of material
misstatements which, in our professional judgment, were the most significant for the audit of the consolidated financial statements forthe financial year, together with the responses we provided to these risks.
Our assessments were made within the context of our audit of the consolidated financial statements as a whole, and provided a basis
for the opinion expressed previously. We do not express an opinion on the items in the consolidated financial statements taken
separately.

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Statutory auditors’ report on the consolidated financial statements t

6

Assessment of the commercial software developed internally – impairment tests
Note 22 of the notes to the consolidates financial statements

Risk identified

Response provided

As at March 31, 2022, the net carrying amount for thecommercial software developed internally amounted to€1,712 million for a total statement of financial position of€4,959 million.

We have examined the procedures for conducting these
impairment tests. Our work notably consisted in:

The intangible assets resulting from the development ofcommercial software, once released, are amortized on astraight-line basis starting on the commercial release date for aduration of 1 to 8 years.
Moreover, as indicated in note 22 “Inventory value andchanges in other intangible assets during the financial year”, inthe notes to the consolidated financial statements, the Groupsubjects the released commercial software to an impairment
test at each closing date. Commercial software in production
with a planned release date within 12 months after the closing
date, or for which an impairment loss indicator is identified isalso subject to an impairment test. These tests involve
comparing the net carrying amount of the commercial software(after normally recognized linear depreciation) to the expected
future cash ﬂows from the sale of the game. Impairment isrecognized if the value-in-use is lower than the net carrying
amount of the commercial software.
We have considered the impairment tests on commercial
software developed internally as a key point of the audit, given
the particularly significant amount and the significant degree of
judgment required by the Group to determine the value-in-use
bases on forecasts of discounted cash ﬂows for which
achievement is inherently uncertain.

(1) taking note of the internal control relating to theimplementation of these impairment tests and testing by
sampling the key controls implemented by the Group forthese processes. Our procedure tests consisted in:• assessing the implementation of editorial control by
the Group ’ s management team,1• assessing the portfolio review of software in
production which aims to control the exhaustive
accounting translation of editorial discontinuation
decisions,• ensuring that the Board of directors has approved the3 year business plan;2(2) our substance tests mainly consisted in:• conducting a retrospective analysis of the impairment
tests carried out by the Group over the previous
financial years,

3• comparing sales and profitability forecasts for thecommercial software used in the impairment tests
with those underlying the Group ’s 3 year businessplan approved by the Board of directors,• assessing the consistency of the future sales forecastswith regard to available data or comparables (previous
opus within the same franchise, another similarcommercial software with the same comparable levelsof functions, taking into account the level of pre-orders
for example).

4

We also assessed the relevant nature of the information
provided in note 22 “Inventory value and changes in otherintangible assets during the financial year” in the notes to theconsolidated financial statements.

5
6
7
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Assessment of goodwill and brands

Notes 17 à 23 of the notes to the consolidated financial statements

Risk identified

Response provided

Goodwill and brands present significant net carrying amounts
at March 31,2022 of respectively €132 million and €57 million.
All brands indicated as assets in the Group ’s statement offinancial position have an indefinite life.

We have analyzed the compliance of the methodologies
applied by the Group with current accounting standards, andspecifically those used to estimate the recoverable value.

At least once a year, and more regularly in the event of
impairment loss indicators, the Group ensures that the net
carrying amount of these assets does not exceed theirrecoverable value.
The procedures for the impairment tests implemented by theGroup are described in notes 20 (Goodwill) and 22 (Brands) in
the notes to the consolidated financial statements; they
include a significant number of judgments and assumptions,notably covering:• future cash fl ow forecasts;• the perpetuity growth rates selected for the forecast flows;• the discount rate applied to the estimated cash flows.
Consequently, a change in these assumptions would
significantly affect the recoverable value of these assets andrequire an impairment to be recognized.
We consider the assessment of goodwill and brands to be a
key point of the audit, due to the high degree of judgment
required by the Group in the choice of the assumptions
required to determine their recoverable value, based on
discounted cash fl ow forecasts for which achievement isinherently uncertain.

(1) we have also conducted a critical assessment of the way
in which this methodology is implemented, and havespecifically:• assessed the effective implementation of the internal
approval and validation process for the business plans
prepared by the Group and used for the impairment
tests,• checked the implementation of the reconciliation of thebusiness plans used for the impairment tests with theGroup business plan approved by the Board of
directors,• tested the implementation of the consistency control
between the enterprise value from the Group ’s
business plan with the stock market capitalization;(2) our substance tests mainly consisted in:• conducting a critical review of the business plans
based notably on discussions with the Administration
Department,• checking the arithmetical accuracy of the impairment
tests of goodwill and brands,• analyzing the perpetuity growth rates and the discountrate of the future cash flows by our own experts,• measuring the sensitivity of the impairment tests tothe discount rate and growth rate of sales,• assessing the relevant nature of the information
provided in the notes to the consolidated financial
statements.

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Statutory auditors’ report on the consolidated financial statements t

6

Assessment of revenue from sales of video games including a “Live Service” type component and on licensing
and distribution agreements
Notes 4 and 6 of the notes to the consolidated financial statements

Risk identified

Response provided

As part of its video game production and distribution activities,
Ubisoft Group generates its revenue mainly from:We have taken into account the high level of integration of thedifferent information systems involved in the recognition ofrevenue, by including in our team members with specific skills
in information systems and by testing the design,
implementation and effectiveness of the automated key
controls in the systems that affect recognition of sales.

• sales of video games without associated services (Digital
and Retail);• sales of video games including a “Live Services” online
functionality;• license contracts and distribution contracts relating to video
games or works of cinema.
As at March 31, 2022, deferred income related to theapplication of IFRS 15 amounted to €293 million.
The application of IFRS 15 had an impact on the recognition ofrevenue from the sales of video games including a “Live
Services” type “service” component.
Ubisoft identifies two obligations on these types of games:• an initial obligation associated with the digital or physicaldelivery of the content, where revenue associated with thisinitial obligation shall be recognized at the date of delivery of
the content;• a performance obligation corresponding to the provision of aset of services to the end user (the player) including inparticular rights over unspecified future content (updates,
corrections, improvements, maintenance and potentiallyany delivery of free content) and functionalities enabling
online access to this content. The revenue associated withthis service obligation is recognized in accordance with alinear spread profile over the expected lifetime of the gamefor final users.

As part of our work on the “Live Services” type “service”
component, our work notably consisted in:1• analyzing the modalities used by the Group to recognize
revenue;• identifying the different contracts in force within Ubisoft
Group;

2• identifying and analyzing the different implicit and explicit
service obligations within these contracts, in order todetermine the transaction price;• analyzing the management rules applied by the Group to
allocate the selected transaction price, and assessing
whether these defined rules are applied correctly;

3• assessing compliance of the main judgments and estimates
selected associated with the calculation of the weighting of
the Service component and its duration;• recalculating in a comprehensive way the impact of the
expected closing balance in application of the management
rules defined by the Group, by including our IT experts inthe approach;4• comparing our own estimates of the revenue to berecognized for the financial year with the recognized sales.

The modalities for calculating the weight of the “service”
component, the amount of revenue to defer and its estimatedduration are complex and require judgments and estimatesaccording to the game categories and the level of online
service that the player benefits from.

With regard to significant distribution and license contracts
signed with third-party customers, our work notably consistedin:

IFRS 15 also had an impact on the recognition of license anddistribution agreements signed with third-party customers. The
standard proposes an analysis grid on licenses (both for video
games and cinema works), which notably separates the rightof access (recognition of revenue over time) and the right ofuse (recognition of revenue when the licensed content istransferred to the customer). The application modalities for theaccounting standards with regard to these agreements may becomplex and require judgments and estimates.

• identifying and analyzing the different service obligations
within these contracts;

5• examining all contractual documentation and the analyses
carried out by Ubisoft Group’s management team;6• examining the accounting treatment applied;• appraising the main judgments and estimates made.
We also appraised the appropriate nature of the information
presented in notes 4 and 6 of the notes to the consolidated
financial statements.

7

Given the complexity of the IT systems and the judgments andestimates that enter into the calculation of revenue, we haveconsidered that the assessment of revenue from the sales ofvideo games including a “Live Services” type component andfor license and distribution agreements is a key point of ouraudit.

8
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u Statutory auditors’ report on the consolidated financial statements

SPECIFIC VERIFICATIONSIn accordance with the professional standards applicable in France, we have also carried out the specific verifications required byregulatory and legal texts of the information on the Group provided in the Board of directors’ management report.
We have no matters to report regarding the accuracy of this information and its consistency with the consolidated financial statements.
We certify that the consolidated Statement of non-financial performance stipulated in Article L. 225-102-1 of the French commercial
code is included in the information on the Group provided in the management report, it being specified that, in accordance with theprovisions of Article L. 823-10 of this code, we have not verified the true and fair nature of the information contained in this Statement
or its consistency with the consolidated financial statements, and this information should be subject to a report by an independent
third-party organization.

OTHER VERIFICATIONS OR INFORMATION REQUIRED BY LEGALAND REGULATORY TEXTSFormat of the consolidated financial statements intended to be includedin the annual financial report

We have also verified, in accordance with the professional standards on the due diligence of the Statutory Auditors relating to theannual and consolidated financial statements presented according to the single European electronic information format, compliancewith this format defined by Delegated European Regulation 2019/815 of December 17, 2018 in the presentation of the consolidated
financial statements intended to be included in the annual financial report mentioned in I of Article L. 451-1-2 of the French monetaryand financial code, prepared under the responsibility of the Chairman and Chief Executive Officer. In the case of the consolidated
financial statements, our procedures include verifying that the markup of these financial statements complies with the format definedby the aforementioned regulation.
On the basis of our work, we conclude that the presentation of the consolidated financial statements intended to be included in theannual financial report respects, in all material respects, the single European electronic information format.
It is not our responsibility to verify that the consolidated financial statements that will be included by your Company in the annual
financial report filed with the AMF correspond to those on which we conducted our work.

Appointment of the Statutory Auditors

We were appointed as Statutory Auditors for Ubisoft Entertainment by your General Meetings of June 27, 2003 for KPMG Audit and of
September 29, 2016 for MAZARS.
As at March 31, 2022, KPMG Audit was in its 19th uninterrupted year of office and MAZARS in its 6th year of office.

Responsibilities of management and those charged with corporate governancefor the consolidated financial statements

The management team is responsible for preparing consolidated financial statements that present a true and fair view, in accordancewith the IFRS as adopted by the European Union, and implementing the internal control it considers necessary for preparing
consolidated financial statements that do not include material misstatements, resulting either from fraud or errors.
When preparing the consolidated financial statements, the management team is responsible for assessing the Company’s ability tocontinue its operations, and presenting in these financial statements, if applicable, the information on the continuation of operations,and applying the accounting going-concern convention, unless it plans to liquidate the Company or cease its activity.
The Audit Committee is responsible for monitoring the financial information preparation process and the efficiency of the internal
control and risk management systems, as well as, if applicable, internal audit, with respect to the procedures for the preparation andprocessing of accounting and financial information.
The consolidated financial statements have been approved by the Board of directors.

RESPONSIBILITIES OF THE STATUTORY AUDITORS RELATING
TO THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS
Audit objective and approach
We are responsible for preparing a report on the consolidated financial statements. Our aim is to obtain reasonable assurance that theconsolidated financial statements taken as a whole do not include material misstatements. Reasonable assurance corresponds to ahigh level of assurance, without, however, guaranteeing that an audit conducted in accordance with professional standards would
systematically detect all material misstatements. Misstatements from fraud or resulting from errors are considered to be material when
we can reasonably expect that they may, taken individually or cumulatively, influence economic decisions that users of the financial
statements may take based on them.
As specified in Article L. 823-10-1 of the French commercial code, our assignment to certify the financial statements does not consist
in guaranteeing the viability or the management quality of your Company.

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Statutory auditors’ report on the consolidated financial statements t

6

As part of an audit conducted in accordance with the professional standards applicable in France, the Statutory Auditor exercises his/her professional judgment throughout the audit. Moreover:■ he/she identifies and assesses the risks that the consolidated financial statements include material misstatements from fraud or
resulting from errors, defines and implements audit procedures faced with these risks and collects the elements that he/she
considers sufficient and appropriate on which to base his/her opinion. The risk of non-detection of a material misstatement resulting
from fraud is higher than that of a misstatement resulting from an error, as the fraud may involve collusion, falsification, voluntaryomissions, false declarations or circumvention of internal control;■ he/she takes note of the relevant internal control for the audit in order to define the relevant audit procedures, and not with the aimof expressing an opinion on the effectiveness of the internal control;■ he/she assesses the appropriate nature of the selected accounting principles and the reasonable nature of the accounting estimates
made by the management team, as well as the information on them provided in the consolidated financial statements;

1■ he/she assesses the relevant nature of the application of the going-concern accounting convention by the management team, and,depending on the elements collected, the existence of a significant uncertainty with regard to the events or circumstances likely tocall into question the Company’s ability to continue its operations. This assessment is based on the elements collected up to thedate of his/her report, it being recalled that subsequent circumstances or events may call into question the continuation ofoperations. If he/she concludes that there is a significant uncertainty, he/she calls the readers’ attention to the information provided
in the consolidated financial statements on the subject of this uncertainty, or, if this information is not provided or is not relevant, he/she formulates a certification with reserves or refuses to certify;

2■ he/she assesses the overall presentation of the consolidated financial statements and assesses if the consolidated financial
statements reflect the underlying operations and events, in order to provide a true and fair view;■ with regard to the financial information of the scope of consolidation comprising the consolidated persons and entities, he/shecollects the elements that he/she considers sufficient and appropriate in order to express an opinion on the consolidated financial
statements. He/she is responsible for managing, supervising and conducting the audit of the consolidated financial statements aswell as the opinion expressed on these financial statements.

3

Report to the Audit Committee

4

We provide a report to the Audit Committee presenting notably the scope of the audit work and the work program implemented, as
well as the conclusions resulting from our work. We also draw its attention, if applicable, to the significant weaknesses of the internal
control that we have identified with respect to the procedures for the preparation and processing of accounting and financial
information.
Amongst the elements communicated to the Audit Committee are the risks of material misstatements that we have considered to be
the most important for the audit of the consolidated financial statements, and that constitute as such the key points of the audit, which
we are responsible for describing in this report.

5

We also provide the Audit Committee with the declaration provided for by Article 6 of Regulation (EU) 537/2014 confirming our
independence under the meaning of the rules applicable in France as set notably by Articles L. 822-10 to L. 822-14 of the Frenchcommercial code, and the Statutory Auditors’ code of ethics. If applicable, we discuss with the Audit Committee the risks weighing on
our independence and the safeguard measures applied.

6

Nantes and Vannes, May 31, 2022
Statutory Auditors
KPMG S.A.

MAZARS

Gwenaël CHÉDALEUXPartnerJulien MAULAVÉPartner

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8
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CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

6.3

SEPARATE FINANCIAL STATEMENTS OF UBISOFTENTERTAINMENT SA FOR THE YEAR ENDED
MARCH 31, 2022

6.3.1

SUMMARY STATEMENTS

Balance Sheet
Assets

Notes

Gross

Depreciation andamortization/
impairment

Intangible assets

19

3,083.5

1,191.0

1,892.5

1,460.6

Property, plant and equipment

21

17.4

6.5

10.9

9.5

Non-current financial assets

23(in € millions)Non-current assets

03/31/22
Net

03/31/21
Net

824.0

303.2

520.8

527.8

3,924.9

1,500.8

2,424.1

1,997.9

Advances and prepayments made

11

30.8

—

30.8

26.5

Trade receivables

5

385.0

—

385.0

248.6

Other receivables

6

156.7

—

156.7

120.8

Investment securities

24

313.1

16.7

296.4

617.0

Cash instruments

24

385.4

—

385.4

369.6

Cash

24

459.5

—

459.5

575.0

1,730.5

16.7

1,713.9

1,957.6

Current assets
Prepaid expenses and deferred charges

9

16.1

—

16.1

12.3

5,671.5

1,517.4

4,154.1

3,967.8(in € millions)Notes

03/31/22

03/31/21

Share capital

29

TOTAL ASSETS

Liabilities

Premiums

9.6
553.3

Reserves

215.6

215.6

Retained earnings loss

(315.6)(301.1)

Financial year net income(168.3)(14.5)

Regulated provisions
Equity#N/A1,382.0

1,157.0

1,751.0

1,619.8

Provisions for risks

17

4.5

1.9

Borrowings (1) (2)25

1,653.6

1,653.5

Other ﬁnancial liabilities

25

359.8

343.5

Trade payables

12

299.6

277.0

Fiscal and social liabilities

15

5.4

5.6

Liabilities on non-current assets

15

0.1

0.3

Other liabilities

15

56.3

33.0

2,374.7

2,313.0

24.0

33.1

4,154.1

3,967.8

503.6
0.1

3.5
0.1

Liabilities
Prepaid expenses and deferred charges
TOTAL EQUITY AND LIABILITIES(1) Including current portion of borrowings(2) Including current bank credit facilities and bank credit balances

242

9.7
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FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6

Income Statement
03/31/22

03/31/21

Notes(12 months)(12 months)

Production for the period

32,210.0

2,176.9

Other operating income and reinvoiced costs *

4

518.8

418.4

2,728.8

2,595.3

1,581.2

1,456.5

Taxes and duties

2.2

1.8

Personnel costs

1.1

1.9

Other expenses *

18.3

21.6

997.3

912.7

2,600.0

2,394.5

128.8

200.8

Financial income from investments

81.9

54.1

Other interest received

9.6

12.8

Reversals of provisions and reinvoiced costs

16.5

10.9

(in € millions)

Total operating income
Other purchases and external expenses

Depreciation, amortizations and provisions

10

17/18/20

Total operating expenses
OPERATING INCOME

Foreign exchange gains

20.0

14.1

Total financial income

128.0

91.9

Other interest paid

29.3

10.4

Provisions

153.5

59.3

Foreign exchange losses

19.7

14.2

Net expenses on sales of investment securities

1.2

0.2

203.7

84.0

22

(75.7)

7.9

53.0

208.7

26

(228.1)(229.2)(175.1)(20.5)

Total financial expenses
NET FINANCIAL INCOME
NET INCOME FROM CONTINUING OPERATIONSNON-RECURRING ITEMSNET INCOME BEFORE TAX
Income tax

27

PROFIT (LOSS) FOR THE PERIOD
*

6.8

6.0

(168.3)(14.5)

1
2
3
4
5

The foreign exchange loss on forward instruments and commercial transactions amounted to €(0.3) million

6
7
8
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u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

Cash Flow Statement(in € millions)Notes

31/03/22

31/03/21(168.3)(14.5)Cash flows from operating activities
Net Profit
Net depreciation and amortization of property, plant and equipment
and intangible assets
Changes in provisions(Gains) losses on disposal of treasury shares

18/20

524.4

550.1

9/17/26

295.3

259.8

22/26

31.5

17.5

682.8

812.9
12.9

Cash flows from operations
Trade receivables

5(136.4)

Advances and prepayments made (1)

11

(3.4)

(6.1)

Other assets

6/9(41.6)

85.0

Trade payables (2)

12

23.0

75.3

Other liabilities

15/16

13.7

1.2

TOTAL CHANGES IN WORKING CAPITAL(144.7)168.3

NET CASH GENERATED BY OPERATING ACTIVITIES

538.1

981.2
(856.4)

Cash flows from investment activities
Acquisitions of intangible assets (3)19(955.7)

Acquisitions of property, plant and equipment

21

(3.4)

(5.5)

Acquisitions of equity investments

23(25.0)(149.7)

Acquisitions of other non-current ﬁnancial assets

23(160.2)(367.2)

Refund of loans and other ﬁnancial assets (4)

23

140.8

365.4

(1,003.4)(1,013.4)

0.1

0.1

NET CASH USED BY INVESTMENT ACTIVITIESCash flows from financing activities
Capital increase#N/A

Increase in issue premium

#N/A

74.3

80.6

New medium-term borrowings

25

172.5

1,141.5

Refund of medium-term borrowings

25(214.0)(506.8)Deferred expenses

9

—

(2.4)

Change in current accounts

25

57.8

(25.4)

Change in cash instruments

24(15.7)(69.3)

Buyback of own shares for stock-based compensation plans

29(157.4)(10.4)

Delivery of own shares for stock-based compensation plans ⁽⁵⁾

29

40.4

40.0

NET CASH GENERATED/USED BY FINANCING ACTIVITIES(42.1)

648.1

NET CHANGE IN CASH AND CASH EQUIVALENTS(507.4)615.9

Net cash position at beginning of the ﬁscal year

1,165.7

549.8

658.3

1,165.7

Net cash position at end of the ﬁscal year
(1) Including € 0.8 million linked to guaranteed commitments not paid in advances and prepayments made(2) Including € 0.4 million related to guaranteed commitments not paid in trade payables(3) Including € (1.3) million linked to guaranteed commitments not paid in intangible assets(4) Including € (2.2) million related to capital losses on own shares allocated to the liquidity agreement(5) Including € (29.3) million related to capital losses on own shares allocated to employee share ownership244

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CONTENTS

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6
6

6.3.2 NOTES TO THE SEPARATE FINANCIAL STATEMENTS
6.3.2 NOTES TO THE SEPARATE FINANCIAL STATEMENTSCONTENTSCONTENTS
Note 1
Note 1
Note 2
Note
Note 2
3Note 3Note 4Note 4Note 5Note 5Note 6Note 6Note 7Note 7Note 8Note 8Note 9Note 9Note 10Note 10Note 11
Note 11
Note 12Note 12Note 13
Note 13
Note 14
Note 14
Note 15
Note 15
Note 16
Note 16
Note 17
Note 17
Note 18
Note 18

Highlights and general principles
Highlights and general principles
Comparability of financial statements
Comparability
Production for ofthefinancial
financialstatements
year
Production for the financial year
Other operating income
Other
operatingcosts
incomeandreinvoiced
andreinvoiced
costs
Trade
receivables

Trade receivables
Other receivables
Other receivables
Statement of receivables
Statement of receivables
Accrued income
Accrued income
Prepaid expenses and deferred charges
Prepaid expenses and deferred charges
Other purchases and external expenses
Other purchases and external expenses
Advances and prepayments madeAdvances and prepayments madeTrade payables
Trade payables
Statement of liabilities
Statement of liabilities
Accrued expenses
Accrued expenses
Other liabilities
Other liabilities
Prepaid expenses and deferred charges
Prepaid expenses and deferred charges
Provisions in the statement of financial
Provisions in the statement of financial
position
position
Amortization and impairment
Amortizationand impairmentofintangible assets
of intangible assets

246
246
247
247
247
247
247
247
247

247
248
248
248
248
249
249
249
249
249
249
249
249
250
250
250
250
251
251
251
251
251
251
251
251

Note 19
Note 19
Note 20
Note 20
Note 21Note 21Note 22
Note
Note 22
23
Note 23
Note 24Note 24Note 25
Note 25
Note 26
Note 26
Note 27
Note 27
Note 28
Note 28
Note 29
Note 29
Note 30
Note 30
Note 31
Note 31

Inventory value and changes
Inventoryvalue
and duringchanges
in intangible
assetsin intangible
assets during
thefinancial yearthefinancial year
Depreciationand impairment of property,
Depreciationand impairment of property,
plant
and equipment
plantand equipment
Inventoryvalue and changes in property,
Inventoryvalue and changes
plantand equipment
during in property,
plant
and equipment
duringthe financialyear
thefinancialyear
Net financial income
Netfinancial financial
income assets
Non-current
Non-current financial assets
Investment securities, cash instruments
Investment
andcash securities, cash instruments
andcash
Borrowings
Borrowings
Non-recurring items
Non-recurring items
Tax
Tax
Statement of changes in equity
Statement of changes in equity
CapitalCapitalFinancial commitments
Financialandothercommitments
information
andother information
Related-party
transactions
Related-party transactions

252
252
255
255

1

255
255
256
256
257
257
258
258
258

2

258
260
260
261
261
262
262
262
262

3

265
265
267
267

4

252
252

5
6
7
8
9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22
UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

245
245

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

6.3.2.1 Description of the business and basis of preparation of the financial statements

NOTE 1HIGHLIGHTS AND GENERAL PRINCIPLES

Financial year highlights

April to December 2021: Trading in own shares■ Ubisoft Entertainment SA entrusted Exane BNP Paribas with
two share buyback mandates signed on March 23, 2021 andApril 1, 2021, for a total of 596,000 shares that may beallocated to the employee share ownership plan or canceled.
Between April 1 and 9, 2021, the company bought back
432,000 shares at an average price of €66.6, i.e. an amount of€28.8 million.
■ The company entrusted Kepler Chevreux with four sharebuyback
mandatessigned
on
May
19,
2021,
November2,
2021,
December
7,
2021
and
December 15, 2021, for a total of 2,252,000 shares that may
be allocated to the employee share ownership plan orcanceled.
Between May 21 and December 23, 2021, the company
bought back 2,252,000 shares at an average price of €48.3,
i.e. an amount of €108.6 million.
■ On July 22, 2021, the company entered into a forward
agreement with a financial intermediary for the purposes of its
employee share ownership plans. On August 3, 2021, at theterm of the agreement, the company acquired 365,419 sharesat an average price of €54.74 for a total amount of€20.0 million.

September 2021: “MMO” employee shareownership plan

The Company’s Board of directors decided to carry out a capitalincrease on February 10, 2021, reserved for employees otherthan members of Group savings plans. Beneficiaries were offered
the option of acquiring Company shares with a 15% discount as
part of a leveraged formula through a company mutual fund
(FCPE) or stock appreciation rights (SAR). The latter benefited
from an additional contribution equal to three times their personal
contribution, capped at €300 per holder. After a five-year period,or before the end of this period in the event of early release, eachbeneficiary is also guaranteed to receive their initial investment ineuros (comprising their personal contribution increased by theadditional contribution) as well as a multiple of the possible
average protected increase in the share price.

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

On September 22, 2021, Ubisoft Entertainment delivered
864,759 shares (FCPE formula) and created 1,354,140 shares(SAR formula) at a price of €46.68.

Financial year 2022: Dividends received

On July 13, 2021, on the merger of the two entities, PerformanceGroup BV made a dividend payment of €81.9 million in the formof 101,000 shares of I3D.net BV.

General information

The financial year is a 12-month period from April 1, 2021 toMarch 31, 2022.

General principles

The separate financial statements of Ubisoft Entertainment SA
were prepared in accordance with ANC accounting regulation
2014-03, amended by regulations 2015-05 of July 2, 2015,
2015-06 of November 23, 2015, 2016-07 of November 4, 2016,2018-01 of April 20, 2018 and 2018-02 of July 6, 2018.
General accounting conventions were applied in accordance withthe principle of financial prudence and the following basic rules:
going-concern assumption, continuity of accounting principles
from one financial year to the next, independence of financial
years, fair presentation, consistency and accuracy, and inaccordance with the general rules governing the preparation andpresentation of separate financial statements.
The basic method used to measure items in the financial
statements was historical cost.
The accounting methods applied are consistent with industry
practice.
Unless otherwise indicated, financial data is presented in millionsof euros with one decimal place. The rounding of the figures tothe nearest million euros may result in non-material differences inthe totals and sub-totals shown in the tables.

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6

NOTE 2 COMPARABILITY OF FINANCIAL STATEMENTS
Change in estimation
None.

Change in method
None.

6.3.2.2 SalesNOTE 3 PRODUCTION FOR THE FINANCIAL YEAR

1

Production for the period comprises:■ sales, essentially made up of intra-Group invoicing of contributions;■ capitalized production reflecting development costs outsourced to subsidiaries and external developers.

Sales

03/31/22

03/31/21

1,258.7

1,329.0

Capitalized production costs for commercial software developments

941.0

841.4

Capitalized production costs for external software developments

10.2

6.5

2,210.0

2,176.9

PRODUCTION FOR THE PERIOD

2
3

The breakdown of sales by geographic region was as follows:
03/31/22

4

03/31/21(in € millions)(in %)(in € millions)(in %)

Europe

568.2

45%

581.1

44%

North America

677.9

54%

728.0

55%

Rest of the world

12.7

1%

19.9

1%

1,258.7100%

1,329.0100%

503/31/22

03/31/21

472.7

361.3

6

0.1

1.1

SALES

NOTE 4 OTHER OPERATING INCOME AND REINVOICED COSTS
Reversals of provisions for impairment of commercial software developments *Reversals of provisions for impairment of external software developments
Reversal on provisions for operating foreign exchange risk

0.2

0.3

Reinvoiced costs

32.1

37.5

Foreign exchange gains on forward instruments and commercial transactions

13.4

17.5

Miscellaneous operating income
TOTAL
*

0.3

0.7

518.8

418.4

7
8

See details in note 18

Reinvoiced costs essentially correspond to the rebilling of development kits, payments received under agreements with third parties,
general expenses, etc.

NOTE 5 TRADE RECEIVABLES
Opening

Variation

Closing

Trade receivables

149.6

6.6

156.2

Related accounts

99.0

129.8

228.8

248.6

136.4

385.0

TOTAL

9

The “trade receivables” item consists mainly of receivables with related parties.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

247

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

Customer payment terms
Article D. I.-2: Invoices issued but outstanding at the financial year
closing date with overdue payment
1 to 30 days

31 to 60 days

61 to 90 days

91 days andoverTotal (1 day
and over)

3.54

0.69

0.10

3.51

7.84

0.28%

0.05%

0.01%

0.28%

0.62%

(A) Late payment brackets
Number of invoices concerned
Total amount of invoices concerned (pre-tax)
Percentage of sales and reinvoiced costs
for the ﬁnancial year (pre-tax)

110(B) Invoices excluded from (A) relating to disputed or unrecognized receivables
Number of invoices excluded—

Total amount of invoices excluded (pre-tax)—(C) Benchmark payment terms used (contractual or legal times – article L. 441-6 or article L. 443-1of the French commercial code)
Payment terms used to calculate late payments

Contractual deadlines: 30 days end of month

NOTE 6 OTHER RECEIVABLES
Opening

Variation

Suppliers – credit notes to receive

11.5

(2.9)

8.6

Government (VAT credit, tax)

45.4

(9.6)

35.9

Partner current account advances

63.4

48.5

111.9

Other miscellaneous debtors
TOTAL

Closing

0.5

(0.1)

0.4

120.8

35.9

156.7

Gross amount< 1 year> 1 year

Receivables on current assets comprise advances made to subsidiaries.

NOTE 7

STATEMENT OF RECEIVABLES

Receivables on non-current assets
Deposits and sureties
Receivables on current assets

0.8
0.8

0.8

578.7

Advances and prepayments made

30.8

30.8

Trade receivables

385.0

385.0

Government (VAT credit, sundry)

35.9

35.9

Group and associates

111.9

111.9

Suppliers – credit notes to receive

8.6

8.6

Other miscellaneous debtors

0.4

0.4

Prepaid expenses

6.2

3.8

2.3

579.5

576.4

3.2

TOTAL

ACCOUNTING PRINCIPLES
Receivables are measured at their par value. Impairment is recorded when the inventory value of a receivable is below its par value
and/or when collection difficulties are clearly identified at the closing date.

248

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CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6

NOTE 8 ACCRUED INCOME
03/31/22

03/31/21

8.6

11.5

228.8

99.0

Interest receivable from banks

0.2

0.4

Other

0.4

0.2

238.0

111.2

Associated company – credit notes to receive
Income not yet invoiced *

TOTAL
*

Mainly relate to transactions with related parties

1

NOTE 9 PREPAID EXPENSES AND DEFERRED CHARGES
Opening

Increase

Provisions

Decrease

Closing

Credit line issuance costs

0.7

—

0.2

—

0.5

Loan issuance costs

6.3

—

1.7

—

4.6

Deferred expenses

7.0

—

2.0

—

5.1

Prepaid expenses

3.2

6.2

—

3.2

6.2

Foreign exchange gains and losses(assets)

0.3

0.5

—

0.3

0.5

Remeasurement of cash instruments(assets)

1.8

2.6

—

0.1

4.3

Other accruals

5.3

9.3

—

3.6

11.0

TOTAL 03/31/22

12.3

9.3

2.0

3.6

16.1

TOTAL 03/31/21

11.2

7.7

1.7

4.8

12.3

03/31/22

03/31/21

1,314.0

1,195.72
3
4

6.3.2.3 Purchases and other expenses

NOTE 10 OTHER PURCHASES AND EXTERNAL EXPENSES
Production services subcontracted to subsidiaries
Production services subcontracted to external developers

11.1

8.9

Other purchases and external expenses

256.0

251.9

1,581.2

1,456.5

TOTAL

5
6

Other purchases and external expenses consist mainly of administration sub-contracting expenses, royalties, advertising expenses, andoperating expenses.

7

NOTE 11 ADVANCES AND PREPAYMENTS MADE
OpeningMovement

Advances and prepayments to suppliers

4.2

(0.3)

Closing

3.8

Secured advances on license agreements

22.4

4.6

26.9

TOTAL

26.5

4.2

30.8

8

The sum of €30.8 million in “Advances and prepayments made” is primarily comprised of secured advances on licensing agreements
which break down as follows:
03/31/22

03/31/21

Net at opening

22.4

15.2

New guarantees

9.4

11.7

Depreciation and amortization – impairment

4.8

4.5

26.9

22.4

NET AT YEAR-END

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

249

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

ACCOUNTING PRINCIPLES
Advances and prepayments primarily involve distribution andreproduction rights (licenses) acquired from other software
publishers. Licensing agreements commit Ubisoft to an amountof guaranteed royalties. This amount is registered in thestatement of financial position under “Advances andprepayments made” whether or not it has been paid at theclosing date. The secured amounts are recognized in theincome statement on the basis of the agreements signed with
software publishers (either by the unit or based on gross profit
or on revenue) or amortized on a straight-line basis foragreements with fixed royalty payments (flat fees).

At the end of the financial year, the net accounting value iscompared with sales projections on the basis of the terms andconditions of the agreement. If they are insufficient, impairment
is recognized.

NOTE 12 TRADE PAYABLES
OpeningMovement

Closing

Trade payables

144.7

48.8

193.5

Related Accounts

132.4(26.3)

106.1

TOTAL

277.0

22.5

299.6

Article D. 441 I.-1: Invoices received but outstanding at the financial year
closing date with overdue payment
1 to 30 days

31 to 60 days

61 to 90 days

91 days andoverTotal (1 day
and over)

0.37

0.25

—

0.40

1.03

0.02%

0.02%

0.00%

0.03%

0.07%

(A) Late payment brackets
Number of invoices concerned

255

Total amount of invoices concerned (pre-tax)
Percentage of the total amount of purchases during
the ﬁnancial year (pre-tax)(B) Invoices excluded from (A) relating to disputed or unrecognized payables
Number of invoices excluded—

Total amount of invoices excluded (pre-tax)—(C) Benchmark payment terms used (contractual or legal times – article L. 441-6 or article L. 443-1of the French commercial code)
Payment terms used to calculate late payments

Contractual deadlines: Cash payment/30 days end of month/
10 days date of invoice

NOTE 13 STATEMENT OF LIABILITIESGross amount< 1 year> 1 year

1,602.9502.9

1,100.0

Bank borrowings and debts

50.6

0.6

50.0

Other borrowings and ﬁnancial liabilities

359.8

344.5

15.3

Trade payables

299.6

299.6

Bonds

Fiscal and social liabilities

5.4

5.4

Other liabilities

56.3

35.8

Liabilities on non-current assets

0.1

0.1

2,374.7

1,188.9

TOTAL

250

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

20.6
1,185.8

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6

NOTE 14 ACCRUED EXPENSES
03/31/22

Bank charges and accrued interest

03/31/21

3.5

3.5

106.1

132.4

Credit notes to be issued *

3.5

2.5

Fiscal and social liabilities

4.2

4.8

117.3

143.1

Trade payables, invoices not yet received *

TOTAL
*

Mainly relate to transactions with related parties

1

NOTE 15 OTHER LIABILITIESOpeningMovement

As at 03/31/22

Trade receivables – credit notes to issue (1)

2.5

1.0

3.5

Fiscal and social liabilities

5.6

(0.2)

5.4

Other liabilities

(2)

TOTAL

30.8

22.1

52.9

38.9

22.9

61.8

2

(1) Credit notes to issue concern related parties(2) Other liabilities mainly relate to trade receivables with related parties and an earn-out payment for the acquisition of i3D.net

3

NOTE 16 PREPAID EXPENSES AND DEFERRED CHARGES
Opening

Increase

Decrease

Closing

Deferred income *

32.7

6.6

18.3

20.9

Conversion rate adjustment (liabilities)

0.4

0.4

0.4

0.4

Remeasurement of cash instruments (liabilities)

0.1

2.6

0.1

2.6

TOTAL 03/31/22

33.1

9.7

18.8

24.0

TOTAL 03/31/21

41.2

9.6

17.6

33.1

*

4
5

Deferred income consists of:• asset financing contracts: consumption of this deferred income will begin when the underlying assets are commissioned• since the issue price of the OCEANE issued in September 2019 was higher than the redemption price, the difference was recognized in deferred income in theamount of €26 million and is reported as net financial income on a straight-line basis over the remaining term of the bond (See note 25)

6

NOTE 17 PROVISIONS IN THE STATEMENT OF FINANCIAL POSITION
Reversals
03/31/21

Provisions

Provisions
used

Provisions
unused03/31/22

For foreign exchange risks

0.2

0.2

0.2

—

0.2

For subsidiary risks

1.7

2.6

—

—

4.3

7

Provisions for risks

Impairments
254.1

132.3

81.9

1.3

303.2

On own shares

On equity investments *

0.1

16.7

0.1

—

16.7

On UCITS

0.2

—

0.2

—

—

TOTAL 03/31/22

256.3

151.8

82.4

1.3

324.4

TOTAL 03/31/21

209.7

57.8

0.4

10.8

256.3

*

8
9

See details in note 23

Changes in impairment of equity investments are detailed in note 23.
Changes in regulated provisions are described in note 26.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

ACCOUNTING PRINCIPLES
A provision is recorded when:

Provisions mainly correspond:■ the Company has a current obligation (legal or implicit)
resulting from a past event;■ to provisions for foreign exchange losses recognized, inrespect of unrealized exchange losses on the statement offinancial position arising in non-hedged foreign currencies,
and, if applicable, for the negative fair value of non-hedged
foreign exchange derivatives;■ it is likely that an outflow of resources (without an offsetting
entry) representing economic benefits will be required tosettle the obligation;■ to provisions to cover subsidiaries’ negative equity.

■ the amount of the obligation can be measured reliably.
It these conditions are not met, no provision is recorded.

6.3.2.4 Intangible assets

NOTE 18 AMORTIZATION AND IMPAIRMENT OF INTANGIBLE ASSETS
Amortization and impairment of intangible assets

03/31/22

03/31/21

Released commercial software developments *

861.3

790.3

Released external software developments

5.0

2.0

125.5

106.5

Goodwill

1.2

9.3

Other

2.2

2.3

995.2

910.5

Commercial software in progress *

TOTAL
*

Net reversals (see note 19) on commercial software and external software developments amount to €83.8 million and €3.8 million respectively

NOTE 19 INVENTORY VALUE AND CHANGES IN INTANGIBLE ASSETS DURING
THE FINANCIAL YEAR
Released commercial software developments
Released external software developments

Net

03/31/21
Net

1,369.6

1,030.1

339.5

229.9

7.6

5.9

1.6

0.3

1,632.9

125.5

1,507.4

1,190.1

External software developments in progress

21.1

—

21.1

15.9

Brands and operating licenses

14.6

14.6

14.7

Goodwill

27.9

24.2

3.7

4.9

Other

9.8

5.3

4.5

4.7

3,083.5

1,191.0

1,892.5

1,460.6

Commercial software developments in progress

TOTAL
Gross value of intangible assets

Opening

Increase

Released commercial software developments

1,195.1

1.9

430.3

Released external software developments
Commercial software developments in progress
External software developments in progress

Decrease Reclassiﬁcations

603.0

Closing

1,369.6

2.5

1.1

1.2

5.2

7.6

1,296.7

939.1—(603.0)1,632.9

15.9

10.4

—

(5.2)

21.1

Brands and operating licenses

14.7

—

0.1

—

14.6

Goodwill

27.9

—

—

—

27.9

Other

252

Amortization andimpairment

03/31/22

Gross

17.2

2.0

9.4

—

9.8

TOTAL 03/31/22

2,570.0

954.5

441.0

—

3,083.5

TOTAL 03/31/21

1,973.7

865.2

268.8

—

2,570.0

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6

The €941.0 million increase in internal commercial software is solely the result of capitalized production.
The decrease in commercial software and external software developments is explained primarily by the removal from assets ofsoftware for which the net accounting value is zero at the year-end.
Amortization and impairment of intangible
assetsOpening

Increase

Released commercial software developments

965.2

454.8

430.3

40.4

1,030.1

2.1

5.0

1.2

—

5.9

Commercial software developments in progress

106.5

59.3

—

(40.4)

125.5

Goodwill

23.0

1.2

—

—

24.2

Other

12.5

2.2

9.4

—

5.3

TOTAL 03/31/22

1,109.4

522.5

440.9

—

1,191.0

TOTAL 03/31/21

830.2

548.1

268.8

—

1,109.4

Released external software developments

Decrease Reclassiﬁcations

Closing

1
2

ACCOUNTING PRINCIPLES
Intangible assets include:■ commercial software developments;■ engines and tools;■ external software developments;■ acquired brands;■ goodwill;■ office software;■ information system developments.

Accounting and subsequent valuation:
Commercial software and external software developments:
Commercial software and external software developments arecapitalized when they meet the definition of an asset as per
CRC regulation 2004-06 and are valued at production cost, only
projects meeting the following criteria are recognized in noncurrent assets:

Development costs, whether they are subcontracted to Group
studios or made externally, are recognized as subcontracting
expenses and transferred to “Intangible assets in progress” via
a capitalized production costs account.

Inventory value and impairment tests of intangible assets:
According to the regulations on amortization and impairment ofassets, the Company is required to periodically revise its
amortization periods based on the observed useful life.
The amortization of intangible assets with fixed useful lives
begins:■ the intention to complete the intangible asset andcommission or sell it;■ at the commercial launch for commercial software;■ the probability that the intangible asset will generate future
economic benefits;

4

Brands:Acquired brands are recognized at acquisition cost and tested
for impairment at least annually according to the method
described below.

■ the technical feasibility required for completion of theintangible asset leading to its commissioning or sale;■ the ability to commission or sell the intangible asset;

3

On their release date, the development costs recognized as“Intangible assets in progress” as development progresses, aretransferred to “Released commercial software developments”
or “Released external software developments” for amortizationand impairment, where applicable.

5
6■ at the date of commissioning for the other intangible assets
with fixed useful lives.

•••■ the availability of suitable technical, financial and otherresources to complete the development and commissioningor sale of the intangible asset;

7■ the ability to reliably measure the expenses attributable tothe intangible asset during its development.
No borrowing costs are included in the costs of property, plantand equipment.

8
9

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6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022•••
Types ofintangible assets
Commercial
softwaredevelopment

Amortization method
1 to 8 years, straight-line, startingon the commercial release date

Impairment method
Impairment tests are systematically carried out at the end of eachfinancial year on:■ all software in current release;■ all software under production with a scheduled release dateduring the 12 months following the half-year and full-year end
dates;■ all software under production with a release date more than
12 months ahead and for which an impairment indicator has been
identified.

External
developments

1 to 2 years, straight-line, startingon the commercial release date and,
where appropriate, according
to the royalty expenses due to third-party
publishers where this is higher

The Company determines the value-in-use by discounting future cash
flow forecasts for the software over the entire period of its use,
using a rate based on an assessment of the average cost of equity.

Engines and tools

3 years, straight-line, from the release
date

Impairment is recognized if the value-in-use is lower than the net
carrying amount of the brand.

Acquired brands

No amortization due to indefinite
useful life

Impairment tests are carried out on brands at the end of eachfinancial year or more frequently if there are indications of loss invalue. The recoverable value of brands corresponds to the higher ofthe net fair value of disposal costs and the value-in-use (calculated byapplying the royalty method to the forecasts of expected future
revenue over a five-year period taking into account a final value).
Impairment is recognized if the value-in-use is lower than the net
carrying amount of the brand.

Goodwill

No amortization due to indefinite
useful life

At the end of each financial year, projected cash flows are calculatedusing the five-year business plan. When these flows are below the
net accounting value of the software, impairment is recognized.

Office software

1 to 3 years, straight-line, from the dateof commissioning, depending on theestimated useful life

An impairment test is performed if there is any indication of a loss invalue.

Information system 5 years, straight-line, from the releasedevelopments
date

As the useful life of software is finite, the Company does not use aterminal value.

An impairment test is performed if there is any indication of a loss invalue.

Provisional data is updated using a rate based on a valuation of the average cost of equity, which stood at 8.88% at March 31, 2022,
compared with 8.74% at March 31, 2021.

254

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CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6

6.3.2.5 Property, plant and equipment

NOTE 20 DEPRECIATION AND IMPAIRMENT OF PROPERTY, PLANT
AND EQUIPMENT
Depreciation and impairment of property, plant and equipment

Fixtures and ﬁttings

03/31/22

03/31/21

1.7

1.8

Computer hardware and furniture

0.2

0.2

TOTAL

2.0

2.0

1

NOTE 21 INVENTORY VALUE AND CHANGES IN PROPERTY,
PLANT AND EQUIPMENT DURING THE FINANCIAL YEAR
Depreciation andamortization

03/31/22

03/31/21

Gross

Net

Net

Buildings

0.8

0.4

0.4

0.4

Fixtures and ﬁttings

14.6

5.1

9.5

8.3

Computer hardware and furniture

1.9

1.0

0.8

0.7

Transport equipment

0.1

0.1

—

—

Non-current assets in progress

0.1

—

0.1

—

17.4

6.5

10.9

9.5

TOTAL
Gross value of property, plant and equipment

Opening

Increase

Buildings

0.8

—

—

—

0.8

Fixtures and ﬁttings

16.6

—

4.9

2.9

14.6

Computer hardware and furniture

1.6

0.3

—

—

1.9

Transport equipment

0.1

—

—

—

0.1

Non-current assets in progress

—

3.0

—

-2.9

0.1

TOTAL 03/31/22

19.0

3.4

4.9

—

17.4

TOTAL 03/31/21

14.8

5.5

1.3

—

19.0

Opening

Increase

Decrease Reclassiﬁcations

Closing

Depreciation and amortization of property,
plant and equipment

Decrease Reclassiﬁcations

2
3
4

Closing

Buildings

0.3

—

—

Fixtures and ﬁttings

8.3

1.7

4.9

—

5.1

Computer hardware and furniture

0.9

0.2

—

—

1.0

Transport equipment

0.1

—

—

TOTAL 03/31/22

9.5

2.0

4.9

—

6.5

TOTAL 03/31/21

8.8

2.0

1.3

—

9.5

5
6

0.4

7

0.1

8

ACCOUNTING PRINCIPLES
Property, plant and equipment are measured at their acquisition
cost (purchase price plus incidental expenses) minus rebatesand discounts.
Given the type of assets held, no component was identified.
Type of asset

Depreciation and impairment of property,
plant and equipment
The depreciation method used is straight-line and thedepreciation periods used for the various types of non-current
assets are as follows:9

Period (in years)

Buildings

20

Fixtures and fittings

10

Computer hardware

3

Furniture

10

Equipment

5

At the end of the financial year, if there is an indication of impairment, an impairment loss is recognized if the asset’s current value islower than its net carrying amount.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

255

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

6.3.2.6 Financial assets and liabilities and net income

NOTE 22 NET FINANCIAL INCOME
03/31/22

03/31/21

Financial income from investments

81.9

54.1

Other interest received

9.6

12.8

Reversals of provisions and reinvoiced costs

16.5

10.9

Foreign exchange gains

20.0

14.1

128.0

91.9

Other interest paid

29.3

10.4

Amortization and provisions

153.5

59.3

Foreign exchange losses

19.7

14.2

Net expenses on sales of investment securities

1.2

0.2

203.7

84.0

(75.7)

7.9

Financial income

Financial expenses

NET FINANCIAL INCOME

Foreign exchange risk

The parent company uses foreign currency borrowings, forward
sales or foreign exchange options to hedge any residual
exposures and non-commercial transactions (such as intercompany loans in foreign currencies).

The Company hedges its exposures on cash flows from operating
activities in the main significant foreign currencies.

As at March 31, 2022, the amounts hedged giving rise to forward
purchases and sales of foreign currencies amounted to€104.3 million (see note 30 Off-statement of financial positioncommitments).

The Company’s exposure to foreign exchange risk stems fromoperating cash flows and its investments in foreign subsidiaries.

The Company first uses natural hedges provided by transactionsin other directions (development costs in a foreign currency
offset by contributions from subsidiaries in the same currency).

ACCOUNTING PRINCIPLES
Foreign currency transactions
Foreign currency transactions are recognized based on daily
exchange rates. For hedged transactions, the resulting
component of the hedged item is remeasured at the hedged
price against “Financial instruments” in the statement offinancial position.
Liabilities, receivables and cash denominated in foreign
currencies are translated at rates prevailing as at
March 31, 2022.
Unrealized gains and losses on receivables and liabilities arerecognized in the statement of financial position as foreignexchange gains and losses if they are hedged. A provision forforeign exchange risks is recognized if the translation shows an
unrealized loss. In the case of hedged transactions, unrealized
losses are not provisioned.

256

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Translation adjustments on cash and current accounts in foreign
currencies are immediately recognized as net foreign exchange
gains/losses.

Foreign exchange hedging
Ubisoft uses derivative financial instruments to reduce its
exposure to market risks linked to movements in exchange
rates.
As part of the hedging implemented, the result from thehedging is recognized in operating or financial income,according to the item hedged.

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6

NOTE 23 NON-CURRENT FINANCIAL ASSETS
03/31/22

03/31/21

Gross

Impairment

Net

Net

Equity investments and equivalent

800.8

303.2

497.6

521.8

Other non-current investments

22.3

—

22.3

5.3

Deposits and sureties

0.8

—

0.8

0.7

824.0

303.2

520.8

527.8

Non-current assets (Gross value)

Opening

Increase

Decrease

Closing

Equity investments and equivalent

775.9

106.8

81.9

800.8

Other non-current investments

5.3

160.0

142.9

22.3

Deposits and sureties

0.7

0.2

0.1

0.8

TOTAL 03/31/22

781.8

267.0

224.9

824.0

TOTAL 03/31/21

630.5

516.9

365.6

781.8

TOTAL

1
2

The change in equity investments is mainly due to the transfer of i3D.net BV shares following the dissolution of PerformanceGroup BV.

3

The change in other long-term investments corresponds to purchases and sales of own shares under the liquidity agreement and equity
investments for €19.2 million.
Provisions

Opening

Increase

Decrease

Closing

Equity investments

254.1

132.3

83.1

303.2

TOTAL 03/31/22

254.1

132.3

83.1

303.3

TOTAL 03/31/21

209.4

55.6

10.9

254.1

4

The change in provisions for impairment of equity investments is due to the change in the value-in-use of the companies’ securities.
An amount of €132 million was recognized as at March 31, 2022, of which €48 million relating to Ubisoft Mobile Games SARL, thesubsidiary in charge of the mobile game business and €82 million relating to the dissolution of Performance Group BV.

5

ACCOUNTING PRINCIPLES
Equity investments are valued at their historical cost plus all
related acquisition costs. Any additional payments arerecognized in the acquisition price as soon as they can bemeasured with sufficient reliability.
If the value of the securities exceeds their value-in-use,
impairment is recognized for the difference.
The value-in-use is measured at the end of each financial year
according to:6■ the net position if it is higher than the value determinedthrough the discounted future cash flows.
Own shares are valued at the lower of cost or market value(average share price from the trading sessions of the last month
before the year end).

7

Deposits and sureties are recognized on the basis of theamounts paid.

■ medium-term profitability prospects. A method has been
determined to establish the future cash flows of the Group’s
various businesses. They are discounted using a rate basedon the valuation of the average cost of equity which stood at
8.88% at March 31, 2022;

8
9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

257

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

NOTE 24 INVESTMENT SECURITIES, CASH INSTRUMENTS AND CASH
Type

Gross value

Fair value

Provision

Net value

UCITS

199.0

199.0

—

199.0

Own shares *

114.1

97.5

16.7

97.5

TOTAL

313.1

296.4

16.7

296.4

*

Changes are detailed in note 29 Own shares

Type

OpeningChangeClosing

Cash instruments *

369.6

15.7

385.4

Cash

575.0

(115.4)

459.5

TOTAL

944.6

(99.7)

844.9*

Of which €229 million corresponding to the payment made as part of the prepaid forward agreement for the buyback of Ubisoft shares (see note 29 Own shares)

The change in treasury instruments is mainly due to the subscription of new investments with a value of €15 million.
Net cash in the cash flow statement breaks down as follows:
03/31/22

UCITS

199.0

Cash

459.5

Bank overdrafts and short-term loans

(0.1)

TOTAL

658.3

ACCOUNTING PRINCIPLES
Short-term investment securities consist of interests in mutual funds and short-term investments and are measured at the lower ofcost or market value.

NOTE 25 BORROWINGS
03/31/22

03/31/21

1,600.01,600.0

Medium and long-term bank borrowings (2)

50.0

50.0

Accrued interest (3)

3.5

3.5

Bank overdrafts and short-term loans

0.1—

Borrowings

1,653.6

1,653.5

Fixed-rate debt

1,653.3

1,653.3

Bonds (1)

Variable-rate debt
Amounts payable at 03/31/22

0.2

0.2

< 1 yearfrom 1 to 5 years> 5 years

503.6

550.0

600.0

(1) Two bond issues of respectively €500 million and €600 million and the OCEANE of €500 million(2) Schuldschein loan of €50 million(3) Accrued interest at the end of the period was €2.9 million for bonds, €0.4 million for the Schuldschein loan and €0.1 million for bank overdrafts

258

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6Change in borrowings
Borrowings

Opening

Increase

Decrease

Closing

Current and non-current ﬁnancial liabilities
OCEANE 2019 (1)

500.0

—

—

500.0

(2)

600.0

—

—

600.0

Bonds 2018 (3)

500.0

—

—

500.0

Bank loan maturing in 2026

50.0

—

—

50.0

Accrued interest on borrowings

3.3

—

—

3.3

1,653.3——

1,653.3

Interest accrued on overdraft

0.1

—

—

0.1

Bank overdrafts and short-term loans

—

0.1

—

0.1

Bonds 2020

Non-current financial liabilities

Current financial liabilities

0.1

0.1

—

0.2

1,653.5

0.1—

1,653.6

0.3

15.0

—

15.3

1

Other financial liabilities
Other loans
Commercial papers
Current account advances by related parties
Interest on current account advances

93.5

157.5

(214.0)

37.0

93.8

172.5

(214.0)

52.3

249.7

144.2

(86.5)

307.5

—

0.1

—

0.1

249.7

144.3

(86.5)

307.5

343.5

316.8

(300.5)359.8

TOTAL 03/31/22

1,997.0316.8(300.5)2,013.3

TOTAL 03/31/21

1,387.7

1,242.4(633.0)1,996.9(1) Main features of the issuance of bonds with an option forconversion and/or for exchange for new and/or existing shares(OCEANE)
On September 24, 2019, Ubisoft issued bonds with an option
for conversion and/or for exchange for new and/or existing
shares (OCEANE) for an amount of €500 million.
Number and par value:

Number and par value:

Conversion rate:

1 share for 1 bondIssue price:105.25% of par, i.e.
€526 million

Date of dividend entitlement
and settlement:

34(3) Main features of the bond issued in January 2018
At its meeting of January 24, 2018, the Board of directors,
acting on the authorization of the Extraordinary General
Meeting of September 22, 2017, approved the issuance ofbonds for a total amount of €500 million. These bonds wereadmitted to trading on Euronext Paris.

4,361,859 bonds with a parvalue of €114.63

2

Date of dividend entitlement
and settlement:

55,000 bonds
with a par value of €100,000

6

1/30/2023

Duration:

5 years

Interest:

1%

September 24, 2024

Duration:

5 years

Interest:

zero coupon

7

Borrowings are mainly in euros.

(2) Main features of the bond issued in November 2020
At its meeting of November 12, 2020, the Board of directors,
acting on the authorization of the Extraordinary General
Meeting of July 2, 2020, approved the issuance of bonds for a
total amount of €600 million. These bonds were admitted to
trading on Euronext Paris.

8

Number and par value:

9

Date of dividend entitlement
and settlement:

6,000 bonds
with a par value of €100,000
November 24, 2027

Duration:

7 years

Interest:

0.878%UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

259

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

ACCOUNTING PRINCIPLES
Borrowings are recorded at their par repayment amount.
Unused agreements at the statement of financial position date
are listed in the off-statement of financial positioncommitments.

■ until the conversion date, the debt issuance costs arecapitalized (in deferred expenses) and amortized on astraight-line basis over the lifetime of the convertible bondsin question;

Debt issuance costs are capitalized (in deferred expenses) andamortized on a straight-line basis over the lifetime of theborrowings concerned.

■ on the conversion date, non-amortized costs are considered
as capital increase costs and deducted from the issuepremium (after tax). If the amount of the issue premium isinsufficient, they are recognized as expenses.

Concerning issuance costs for convertible bonds:

6.3.2.7 Non-recurring items
Article 14 of the Decree of November 29, 1983, defines non-recurring items as those that are not related to the normal operations of acompany.

NOTE 26 NON-RECURRING ITEMS
03/31/22

03/31/21

Non-recurring income
Non-recurring income from capital transactions

1.3

2.8

Non-recurring reversals and transferred expenses

273.1

258.8

Non-recurring expenses
Non-recurring expenses on management transactions
Non-recurring expenses on capital transactions
Non-recurring provisions
NON-RECURRING ITEMS

—

0.2

17.8

20.2

484.7

470.4

(228.1)(229.2)At the end of March 2022, non-recurring items mainly comprised:■ €(484.5) million in allocations for accelerated amortization on development expenditure for software;■ €259.4 million in reversals for accelerated amortization on development expenditure for software;■ transfers of non-recurring expenses for €13.6 million;■ gains/losses on disposals of own shares for a net impact of €(16.5) million.

ACCOUNTING PRINCIPLES
Non-recurring items
Non-recurring income and expenses include extraordinary items
or items related to prior periods, as well as items classified as
exceptional in nature by accounting law, mainly income fromthe sale of fixed assets.
Regulated provisions
Regulated provisions
amortization relating to:

260

only

correspondto

exceptional

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22■ acquisition costs included in the cost price of equity
investments. These fees are deducted for tax purposes over
5 years through the establishment of exceptionalamortization;■ software development expenses. According to theprovisions of article 236 of the CGI, software design
expenses may, at the Company’s discretion, be capitalized
or deducted from the results of the financial year in which
they were incurred.

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6

6.3.2.8 Tax
As at March 31, 2022, the tax group included Ubisoft Entertainment SA (holding company), and all subsidiaries more than 95% owned
and having their registered offices in France, with the exception of those created or acquired during the financial year.

NOTE 27 TAX
On a stand-alone basis (disregarding the tax consolidation group), Ubisoft Entertainment SA’s figures were as follows:
03/31/22

Net income before tax from continuing operations

03/31/21

53.0

208.7

Non-recurring items(228.1)(229.2)

Net income before tax(175.1)(20.5)

6.8

6.0

Accounting net income(168.3)(14.5)

Taxable income(116.5)(15.7)Net income
before tax

Income tax
payable/Income
tax saving

Net income

Corporation tax

Current
Non-recurring

53.0

(0.2)

52.8

(228.1)—(228.1)7.0

7.0(175.1)

6.8(168.3)

Income tax of fully consolidated subsidiaries for the financial year
TOTAL

1
2
3
4

Income tax comprised:■ an income tax expense during the financial year of €0.4 million;■ tax credits at the head of the Group for €0.2 million;■ cancelation of the income tax expense recognized by the subsidiaries of the tax consolidation group in the amount of €7.0 million.

5

The tax group’s tax loss carryforwards as at March 31, 2022 amounted to €941 million, o/w €1,382 million in accelerated tax
amortization related to the application of article 236 of the CGI.

ACCOUNTING PRINCIPLES
Ubisoft Entertainment SA is the head of the consolidated tax
group it forms with its French subsidiaries more than 95%
owned.
For subsidiaries within the consolidated tax group, the amountof their tax liability had they not been consolidated counts
towards the income tax expense of the entire group.

6

The additional income tax expense or saving resulting from thedifference between the tax due from the consolidated
subsidiaries and the tax calculated for the entire Group isrecognized by Ubisoft Entertainment SA as head of the Group.

7
8
9

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CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

6.3.2.9 Equity

NOTE 28 STATEMENT OF CHANGES IN EQUITY
Capital increase

Regulated provisions

by cashcontribution

by deduction
frompremiums

9.6

0.1

—

9.7

553.3

74.3

—

627.5

03/31/21

CapitalPremiums

Allocationof
2020/2021
earnings

Legal reserve

Earnings
for theperiod Provisions

Reversal

03/31/22

0.9

0.9

Other reserves

214.8

Retained earnings(301.1)(14.5)(14.5)

14.5

Financial year net income
Regulated provisions

1,157.0

TOTAL

1,619.8214.8—(315.6)(168.3)74.4—(168.3)(168.3)484.5(259.4)

1,382.0

484.5(259.4)

1,751.0

NOTE 29 CAPITAL
Capital increases and issue premiums break down as follows:
CapitalPremiums

Exercise of subscription options

—

11.2

Reserved capital increases (employee share ownership)

0.1

63.1

TOTAL

0.1

74.3

At the end of March 2022, Ubisoft Entertainment SA’s capital of €9,705,642.91 was comprised of 125,234,102 shares.

Number of Ubisoft Entertainment SA shares
As at 04/01/21

Exercise of subscription options
Reserved capital increases (employee share ownership)
Final vesting of free preference shares
Cancelation of preference shares
AS AT 03/31/22
The maximum number of shares to be created is 8,719,458 :■ 1,009,938 through the exercise of stock options;■ 3,347,661 through the allocation of free shares;■ 4,361,859 through the conversion of OCEANE bonds into shares.

262

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

123,566,676

320,198
1,354,140
320(7,232)
125,234,102

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

6

The conditions of exercise, subject to satisfaction of attendance and performance requirements for corporate officers and to thesatisfaction of attendance requirements for employee beneficiaries of stock option plans, are as follows:

Subscription options
32nd plan

33rd plan

34th plan

35th plan

36th plan

38th plan

39th plan

40th plan

41st plan

Total numberof shares granted

758,810

29,344

220,700

418,500

11,00011,50019,579188,454

56,031

Start of exercise
period06/23/17

12/14/17

03/30/18

06/27/18

09/22/18

04/13/19

06/27/19 06/27/19 ⁽¹⁾ 12/17/22 ⁽¹⁾

Expiry dateof options

03/29/22

06/26/22

06/22/21

12/13/21

09/21/22

04/12/23

06/26/23

06/26/23

12/16/23

Strike priceof options€33.015€37€39.03 €50.02 €51.80€31.955 (France) (World) (France) (World)€57.26€73.86€94.58€94.58€68.59Options
at April 1, 2021

8,000

10,00014,920165,847

56,031

223,877

19,344

Options granted
during the period

76,925

190,375——

Options exercised
during the period

—

—

—

—

—

—

—

(223,877)

Options cancelledduring the period(14,696)(66,875)(14,750)

—

—

—

—

—

Options
outstandingat March 21, 2022—

(4,648)(10,050)(7,250)———(29,956)(56,031)———

168,375

8,000

10,00014,920135,891—1
2
3(1) For members of the Executive Committee (Plan 40: one beneficiary), and the corporate officers (Plan 41), the options only become exercisable from the fourthyear of the plan

43rd plan

44th plan

45th plan

46th plan

47th plan

48th plan

330,678

67,74321,515

271,62960,821

55,673

4,009

Start of exercise
period07/02/20 ⁽²⁾

12/12/23 (2)02/13/21

07/01/21

07/02/24 (2)12/08/24 (2)04/07/22

Expiry dateof options

07/01/24

12/11/24

02/12/25

06/30/25

07/01/25

12/07/25

04/06/26

77,76 €

66,94 €

55,673—

1,485,157

Strike priceof options€69.55(France)€69.70(World)€54.30€68.45€73.80 (France)

67,743

6,660

Options
at April 1, 2021

275,558

Options granted
during the period——

Options exercised
during the period—

Options cancelledduring the period
Options
outstandingat March 21, 2022

€73.40(World)€68.59(France)€76.50(World)4

TOTAL

42nd plan

Total numberof shares granted

5

253,383

60,821

—

—

—

—

4,009

4,009

—

—

—

—

—

—

(320,198)(28,226)——(22,869)———(159,030)

247,332

67,743

6,660

230,51460,821

55,673

4,009

1,009,938678(2) For members of the Executive Committee (Plan 42: two beneficiaries/Plan 46: two beneficiaries) and corporate officers (Plans 43 and 47), the options only become
exercisable from the fourth year of the plan

The Company has not recognized a liability, as the exercise of stock options involves the creation of new shares.

9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

263

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

Free share grants settled in shares

Free share grants, which are subject to performance conditions,are locked in for a two-, three- or four-year period following theallocation date. As the shares granted are ordinary shares in thesame category as the old shares that comprise the Company’s
share capital, employee shareholders receive dividends andvoting rights on all their shares at the end of the vesting period.
03/31/17

Grant date

06/23/16

12/14/16

Maturity – Vesting period

3 years

3 years

Number of instruments granted as at 04/01/21

198,622

11,426

Number of instruments granted during the financial year——

Number of instruments canceled during the financial year

—

(486)

Number of instruments created during the financial year

6,518

394

Number of instruments delivered during the financial year

(205,140)(11,334)——

Number of instruments granted as at 03/31/22
03/31/18
Grant date

06/27/18

09/12/18

10/30/18

12/17/18

02/01/19

Maturity – Vesting period

4 years

4 years

4 years

4 years

4 years

Number of instruments granted as at 04/01/21

507,000

6,493

2,033

63,79029,237

Number of instruments granted during the financial year

—

—

—

—

—

Number of instruments canceled during the financial year

(77,736)(1,249)—(18,349)(3,122)

Number of instruments created during the financial year

—

—

—

—

—

Number of instruments delivered during the financial year

—

—

—

—

—

Number of instruments granted as at 03/31/22

429,264

5,244

2,033

45,441

26,115Grant date

05/15/19

07/02/19

09/18/19

12/12/19

02/13/20

Maturity – Vesting period

4 years

4 years

4 years

4 years

4 years

Number of instruments granted as at 04/01/21

40,704

769,552

5,901

2,954

25,920

Number of instruments granted during the financial year

—

—

—

—

—

Number of instruments canceled during the financial year

(2,124)(111,398)

(918)

(939)

(11,539)

Number of instruments created during the financial year

—

—

—

—

—

Number of instruments delivered during the financial year

—

—

—

—

—

38,580658,154

4,983

2,015

14,38107/01/20

10/29/20

12/08/20

02/10/21

Maturity – Vesting period

4 years

4 years

4 years

4 years

Number of instruments granted as at 04/01/21

03/31/20

Number of instruments granted as at 03/31/22

03/31/21
Grant date874,254

3,743

58,854

1,147

Number of instruments granted during the financial year

—

—

—

—

Number of instruments canceled during the financial year

(127,998)(2,627)(18,948)—

Number of instruments created during the financial year

—

—

—

—

Number of instruments delivered during the financial year

—

—

—

—

746,256

1,116

39,906

1,147

TOTAL

Number of instruments granted as at 03/31/22

03/31/22
Grant date

04/07/21

Maturity – Vesting period

4 years

Number of instruments granted as at 04/01/21

10/28/21

12/07/21

02/23/22

4 years

2 years,
then 1/3
per year

2 years,
then 1/3
per year

2 years,
then 1/3
per year

—

—

—

—

—

2,601,630

Number of instruments granted during the financial year

66,8181,239,402

60,444

105,996

26,045

1,498,705

Number of instruments canceled during the financial year

(16,910)(127,549)(10,131)(11,089)—(543,112)

Number of instruments created during the financial year

—

—

—

—

—

6,912

Number of instruments delivered during the financial year
Number of instruments granted as at 03/31/22

264

06/30/21

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

—

—

—

—

—

(216,474)

49,9081,111,853

50,313

94,90726,045

3,347,661

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

Group savings plans – Massive Multishare
Ownership

calculated compared to the average of the share trading prices
over the 20 trading days prior to the Board of directors’ meetingthat approved the capital increase.

The financial product associated with these plans comprises aguaranteed capital portfolio, with a share in any rise in the Ubisoft
share price over a five-year period.

After a holding period, or before the end of this period in theevent of early release, each beneficiary is also guaranteed toreceive their initial investment in euros (comprising his/her
personal contribution increased by the additional contribution) as
well as a multiple of the possible average protected increase in
the share price.

Ubisoft grants employee share ownership plans for the benefit ofa certain number of its employees.

These plans were notably financed by Ubisoft via a 15% discounton the shares allocated to the operation. This discount is

Grant date

03/31/22

03/31/21

09/22/21

09/22/20

55Reference price€54.91€70.71

Subscription price€46.68€60.1015%

15%

2,218,899

1,761,575■ Employees

€7.9M

€8.4M

■ Additional contribution

€2.5M

€2.1M

Maturity – acquisition period (in years)

Discount
Number of shares

6

1
2

Subscription's amounts

3

Own shares

As at March 31, 2022, the Company held 2,449,019 own shares.
03/31/22
Own shares by objective

Liquidity agreement
Employee stock ownership coverage *
TOTAL
*

4

03/31/21

Number ofsharesValuation(in € millions)

Number ofsharesValuation(in € millions)

77,968

3.1

82,8805.3

2,371,051

97.5

402,86526.3

2,449,019

100.6

485,745

31.6

5

The changes mainly relate to the operations below:• under the share buyback mandate with Exane BNP Paribas, the Company bought back 432,000 shares at an average price of €66.65 (€28.8 million)• under share buyback mandates with Exane BNP Paribas, the Company bought back 2,252,000 shares at an average price of €48.21 (€108.6 million)• under the share buyback mandate the financial intermediary, the Company bought back 365,419 shares at an average price of €54.74 (€20.0 million)• under the MMO operation, 864,759 shares were delivered by Ubisoft Entertainment SA for a value of €46.68 (€40.4 million) at an acquisition price of €63.98, i.e.
a capital loss of €15.0 million• under the employee share ownership plans, 216,474 shares were delivered by Ubisoft Entertainment SA, i.e. a capital loss of €14.3 million

6

6.3.2.10 Unrecognized contractual commitments

7

NOTE 30 FINANCIAL COMMITMENTS AND OTHER INFORMATION
Off-balance sheet commitments related to Company financing
SummaryType

03/31/22

03/31/21

123.9

110.8

369.8

369.3

8

Commitments given by Ubisoft Entertainment SA
Financial guarantees
Commitments received by Ubisoft Entertainment SA
Lines of credit received and not usedUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

265

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CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

Breakdown of commitments of over €10 million
Type

Expiry date

03/31/22

Commitments given by Ubisoft Entertainment SA
Financial guarantees
Ubisoft Blue Byte GmbH

Rent guarantees

07/17/31

26.2

Ubisoft Toronto Inc.

Rent guarantees

04/30/31

34.4

Ubisoft Srl

Rent guarantees

07/18/29

15.9

Financial guarantees

01/13/23

11.6

Syndicated loan

07/18/24

300.0

Committed lines of credit

06/24/22

10.0

Ubisoft Emirates FZ-LLC
Commitments received by Ubisoft Entertainment SA
Lines of credit received and not used

Bank credit facilities

23.0

With regard to the syndicated loan, the Schuldschein loan and the bilateral credit lines, the following covenants must be complied with(determined on the basis of the IFRS consolidated annual financial statements):
RATIO

Net debt restated for assigned receivables/equity restated for goodwill <0,80

Net debt restated for assigned receivables/EBITDA <1,5

As at March 31, 2022, the Company was compliant with all these ratios and expects to remain so during the 2022-2023 financial year.
Other borrowings are not governed by covenants.

Off-balance sheet commitments related to hedging instruments
Summary

Description

03/31/22

03/31/21

Foreign exchange hedges (1)

104.3

21.3

Contract on Ubisoft shares (2)

227.4

227.4

(1) Fair value measured at the guaranteed price(2) In accordance with the extension of the prepaid forward agreement entered into with CACIB for 3,445,454 of its own shares, the Group may settle this agreement
through the delivery of securities due in 2024 or earlier at the price of €66

Breakdown of unsettled instruments at the closing date
Subscription date

Maturity date

Hedged priceType ofinstrument

35 MUSD

March 2022

April 2022

1.0972

Forward sale

40 MUSD

March 2022

April 2022

1.0972

Forward sale

40 MUSD

March 2022

April 2022

1.1129Forward sale

Provisions for
Initial cost
the period

Cumulative
depreciation andamortization

Net value

Nominal amount of hedges

Leases and finance leases
Leased property

Land

3.2

—

—

3.2

Building

24.1

1.8

7.0

17.1

TOTAL

27.3

1.8

7.0

20.3

Lease payments madeLeasepayments(cumulative)

Land

—

—

Building

2.4

TOTAL

2.4

Finance leasecommitments

266

Remaining lease payments

Lease
payments –financial year

Residualpurchaseprice< 1 year

Between 1 &5 years> 5 years

—

1.4

1.8

3.2

—

11.7

2.4

8.1

3.5

14.0

—

11.7

2.4

9.5

5.3

17.2

—

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

Total to pay

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

Other commitments

The vesting of the shares is contingent:Ubisoft Entertainment SA has committed to provide financial
support to its subsidiaries in order to meet their cash flow
requirements.

■ for 60%, on the total shareholder return on Ubisoft Shares(the “Ubisoft TSR”) compared to the TSR of companies in the
NASDAQ Composite Index, both TSRs being calculated
between December 8, 2020 and December 8, 2023;

Staff■ for 20% on the Growth in the number of Monthly Active
Users (MAU);

As at March 31, 2022, the staff consisted of five corporate
officers.

Management compensation
Compensation of executive corporate
managing officers

Messrs. Guillemot are compensated for their positions as
Chairman and Chief Executive Officer or Deputy Chief Executive
Officers of Ubisoft Entertainment SA.
The compensation of Yves Guillemot, Chairman and Chief
Executive Officer, for the financial year ended March 31, 2022,
comprises the following components:■ fixed compensation amounting to €584,824 since April 1,
2019;■ annual variable compensation based on two financial
Indicators and one non-financial Indicator, contingent on theapproval of the General Meeting called to approve the financial
statements for the past financial year;■ long-term variable compensation based on one financial
Indicator and two non-financial Indicators.
The compensation of each Deputy Chief Executive Officer for thefinancial year ended March 31, 2022 comprises the following
components:■ fixed compensation of €65,621;■ long-term variable compensation based on one financial
Indicator and two non-financial Indicators.
Following the proposal by the Nomination, Compensation and
Governance Committee, the Board of directors approved thelong-term variable compensation which, for the financial year
ended March 31, 2022, represented the granting of 20,263 freeshares for the Chairman and Chief Executive Officer and 1,705
free shares for each of the Deputy Chief Executive Officers.

6■ for 20%, on a “CSR” performance condition (Reduction ofcarbon intensity).
Achievement of these Indicators is assessed over a period of
three consecutive financial years or calendar years conditioning
the acquisition of the long-term compensation. The shares willvest definitively after a period of four years and will be contingent
on remaining in the position of executive corporate managing
officer.

1

The total gross compensation paid/owed by the Company to
executive corporate managing officers during the financial year
was €1,053 thousand.

2

Executive corporate managing officers are not eligible for any
severance or non-compete indemnity, nor a supplementary
pension scheme in respect of their position in the Company.

3

Compensation of corporate officers

Directors receive compensation in respect of their term of officecomprising a fixed component and a variable component.
Compensation paid to members of the Board of directors in thefinancial year 2021-2022 amounted to €641 thousand.

4

There are no agreements to compensate Board members if they
resign or are dismissed without real cause, or if their employment
is terminated due to a public offer.

5

No loans or advances were made to the Company’s directors
under article L. 225-43 of the French commercial code.

Contingent assets and liabilities

In accordance with article no. 624-11 of French generalaccounting plan (PCG), the breakdown of free shares that havenot been exercised at the closing date is provided in note 29.

6

Events after the reporting period
None

7

NOTE 31 RELATED-PARTY TRANSACTIONS
Two main categories are identified:8■ relationships between the parent company and its subsidiaries the main transactions of which relate to:• production subsidiaries billing the parent company for development costs based on the progress of their projects,• the parent company invoicing sales and marketing subsidiaries for a contribution to development costs,• the implementation of cash agreements allowing for centralized management at parent company level of the bank accounts ofthe majority of the Group companies;

9■ transactions with corporate officers.
The Company’s five corporate officers hold management positions for which the compensation is detailed above.

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CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022

6.3.2.11

Subsidiaries and shareholdings (March 31, 2022)

Country

Currency

Capital(in millions ofcurrency units)

Reserves and retained
earnings before
allocation of earnings(in millions ofcurrency units)

Subsidiaries (at least 50% of capital held)
Ubisoft Inc.

United States

US dollar

90.4(29.5)

Ubisoft EMEA SAS

France

Euro

12.0

16.7

Ubisoft International SAS

France

Euro

50.0

12.7

Ubisoft France SAS

France

Euro

20.6

4.6

Ubisoft GmbHGermany

Euro

12.0

6.8

Owlient SAS

France

Euro

0.1

1.5

Ubisoft Mobile Games SARLFrance

Euro

100.0

(107.6)

Ubisoft Motion Pictures SARLFrance

Euro

3.3

(4.8)

Ubisoft Entertainment Sweden AB

Sweden Swedish krona

33.1

343.1

—

10.7

i3D.net BV

Netherlands

Euro

Other french subsidiaries *Other foreign subsidiaries *TOTAL
Investments (between 10% and 50% of capital held)*

268

Detailed information on significant subsidiaries is provided individually. “Other French and foreign subsidiaries” include a large number of companies but whose
share value is not significant

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2022 t

Percentage ofcapital held
(in %)

Carrying amountof shares held(in € millions)

Loans and advances
granted by theCompany and not
yet repaid(in € millions)

Sales excluding tax(in millions ofcurrency units)

Profit (loss) for thelast financial year
(in millions ofcurrency units)(in € millions)

Dividends
received

gross

net

100%

97.0

97.0

—

1,041.7(27.0)

—

100%

55.2

55.2

—

766.5

8.5

—

100%

50.0

50.0

—

363.5

3.6

—

100%

22.9

22.9

—

32.9

0.2

—

100%

27.1

19.6

—

58.1

0.9

—

100%

20.1

7.6

—

7.5

0.4

—

100%

292.4

56.9

—

90.0

(68.0)

—

100%

45.2

—

—

1.1

(2.8)

—

100%

28.7

28.7

—

890.0

64.3

—

100%

106.8

106.8

—

62.5

17.4

81.9

21.2

21.2

—

—

—

—

1.8

—

—

—

34.2

31.7

800.8

497.6

—

—

6

1
2
3
4
5
6
7
8
9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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CONTENTSFINANCIAL STATEMENTS

u Statutory auditors’ report on the separate financial statements

6.4

STATUTORY AUDITORS’ REPORT ON THE SEPARATEFINANCIAL STATEMENTS

This is a free translation into English of one of the statutory auditors’ general report issued in French language and it is provided solely
for the convenience of English speaking readers.
This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards
applicable in France.
Financial year ended March 31, 2022
To the General Meeting of Ubisoft Entertainment,

OPINIONAs mandated by your General Meetings, we conducted the audit of the separate financial statements of Ubisoft Entertainment inrespect of the financial year ended March 31, 2022, as attached to this report.
We hereby certify that, from the standpoint of French accounting rules and principles, the separate financial statements give a true andfair view of the results obtained for the financial year in question and of the Company’s financial position and assets at the end of thisyear.
The opinion formulated above is consistent with the content of our report to the Audit Committee.

BASIS FOR THE OPINION
Audit Guidelines

We conducted our audit in accordance with accepted professional standards in France. It is our view that the elements that wecollected are sufficient and adapted to base our opinion.
Our responsibilities under these standards are indicated in the section “Responsibilities of the Statutory Auditors relating to the audit of
the separate financial statements” in this report.

Independence

We conducted our audit in accordance with the rules of independence provided for in the French commercial code and the Statutory
Auditors’ professional code of ethics, over the period from April 1, 2021 to the date of issue of our report, and notably, did not provide
any services prohibited by Article 5, paragraph 1 of Regulation (EU) 537/2014.

BASIS FOR OUR ASSESSMENT – KEY POINTS OF THE AUDITThe global crisis linked to the Covid-19 pandemic created special conditions for the preparation and audit of the financial statements forthis financial year. This crisis and the exceptional measures taken as part of the state of health emergency had multiple consequences
for companies, particularly on their activity and financing, as well as increased uncertainty about their future prospects. Some of thesemeasures, such as travel restrictions and remote working, have also had an impact on the internal organization of companies and theway in which audits are carried out.
It is in this complex and evolving context that, pursuant to the provisions of Articles L. 823-9 and R. 823-7 of the French commercial
code regarding the basis for our assessments, we call your attention to the key points of the audit regarding the risks of material
misstatements which, in our professional judgment, were the most significant for the audit of the separate financial statements for thefinancial year, together with the responses we provided to these risks.
Our assessments were made within the context of our audit of the separate financial statements as a whole, and provided a basis forthe opinion expressed previously. We do not express an opinion on the items in the separate financial statements taken separately.

270

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CONTENTS

FINANCIAL STATEMENTS

Statutory auditors’ report on the separate financial statements t

6

Assessment of the commercial software developed internally - impairment tests
Note 19 of the notes to the separate financial statements

Risk identified

Response provided

As at March 31, 2022, the net carrying amount for thecommercial software developed internally amounted to€1,847 million for a total statement of financial position of€4,154 million.

We have examined the procedures for conducting these
impairment tests. Our work notably consisted in:

The intangible assets resulting from the development ofcommercial software, once released, are amortized on astraight-line basis starting on the commercial release date fora duration of 1 to 8 years.
Moreover, as indicated in note 19 “Inventory value andchanges in intangible assets during the financial year” in thenotes to the separate financial statements, the Company
subjects the released commercial software to an impairment
test at each closing date. Commercial software in production
with a planned release date within 12 months after theclosing date, or for which an impairment loss indicator is
identified is also subject to an impairment test. These tests
involve comparing the net carrying amount of thecommercial software (after normally recognized linear
depreciation) to the expected future cash flows from the saleof the game. Impairment is recognized if the value-in-use islower than the net carrying amount of the commercial
software.
We have considered the impairment tests on commercial
software developed internally as a key point of the audit,
given the particularly significant amount and the significant
degree of judgment required by the Company to determine
the value-in-use bases on forecasts of discounted cash flows
for which achievement is inherently uncertain.

(1) Taking note of the internal control relating to theimplementation of these impairment tests and testing by
sampling the key controls implemented by the Company forthese processes. Our procedure tests consisted in:• assessing the implementation of editorial control by theCompany’s management team,1• assessing the portfolio review of software in production
which aims to control the exhaustive accounting
translation of editorial discontinuation decisions,• ensuring that the Board of directors has approved the3 year business plan;2(2) Our substance tests mainly consisted in:• conducting a retrospective analysis of the impairment
tests carried out by the Company over the previous
financial years,• comparing sales and profitability forecasts for thecommercial software used in the impairment tests withthose underlying the Group ’s 3 year business plan
approved by the Board of directors,

3• assessing the consistency of the future sales forecastswith regard to available data or comparables (previous
opus within the same franchise, another similarcommercial software with the same comparable levelsof functions, taking into account the level of pre-orders
for example).

4

We also assessed the relevant nature of the information
provided in note 19 “Inventory value and changes in intangible
assets during the financial year” in the notes to the separate
financial statements.

5
6
7
8
9

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u Statutory auditors’ report on the separate financial statements

Assessment of equity investments

Note 17 and 23 of the notes to the separate financial statements

Risk identified

Response provided

At March 31, 2022, the equity investments were recorded in
the statement of financial position for a net carrying amount of€498 million, or 12% of total assets.

In order to assess the amount of value-in-use of the equity
investments determined by the Company, our work notably
consisted in:

As indicated in note 23 “Non-current financial assets”, equity
investments are subject to impairment tests at each closing
date to check that their net carrying amounts do not exceed
their value-in-use.

• assessing the relevance of the calculation modalities used
to determine the value-in-use;

The estimate of the value-in-use of equity investments is
calculated according to:• medium-term profitability prospects. A method has been
determined to establish the future cash flows of theGroup’s various businesses. They are discounted using a
rate based on the valuation of the average cost of equity
which stood at 8.88% at March 31, 2022;• the net position at this date, if it is higher than the value
determined using the discounted future cash flows.
Moreover, note 17 “Provisions in the statement of financial
position” indicates that provisions are recognized where risks
and charges that have a clearly defined purpose but are notcertain to arise, are made likely by events that have occurred or
are in progress. Thus, provisions are recognized to coversubsidiaries’ negative equity.

• comparing the proportions of net positions used todetermine the value-in-use of equity investments with thefinancial statements for the investments, which were
subject to an audit or analytical procedures;• via interviews with the management team, assessing themain assumptions and modalities selected to estimate
value-in-use, particularly the long-term growth rate and thediscount rate, by referring to our experts where necessary;• checking the arithmetical accuracy of the value-in-use
calculations made by your Company;• noting the recognition of a provision for risks if yourCompany has committed to covering the losses of a
subsidiary with negative equity.

Due to the particularly significant net carrying amount of equity
investments in the total statement of financial position, and thehigh degree of judgment exercised by the Company as part ofthe estimate of value-in-use, especially when it is based on
forecast elements, we have considered that the assessment ofequity investments, and by extension the associated provisions
for risks are a key point in our audit.

SPECIFIC VERIFICATIONS
We have also carried out the specific verifications required by legal and regulatory texts, pursuant to professional standards applicablein France.

Information provided in the management report and other documents sent to shareholders
on the financial position and the separate financial statements

We have no comments regarding the accuracy and consistency with the separate financial statements of the information provided in
the Board of directors’ management report or in the other documents provided to shareholders concerning the financial position andseparate financial statements.
We certify the accuracy and consistency with the separate financial statements of the information on payment terms indicated in
Article D. 441-6 of the French commercial code.

Corporate governance report

We certify the existence in the Board of directors’ corporate governance report of the information required by Articles L. 225-37-4,
L. 22-10-10 and L. 22-10-9 of the French commercial code.
With regard to the information provided pursuant to the provisions of Article L. 22-10-9 of the French commercial code oncompensation and benefits paid or awarded to corporate officers, as well as on the commitments granted to them, we have verified
their consistency with the financial statements or with the data used to prepare these financial statements and, where applicable, with
the information collected by your Company from the companies controlled by it that are included in the scope of consolidation. Basedon this work, we attest the accuracy and truthfulness of such information.
Regarding the information on elements that your Company considered likely to have an impact in the event of a public offer or
exchange offer, provided pursuant to the provisions of Article L. 22-10-11 of the French commercial code, we have checked compliancewith the source documents provided to us. Based on this work, we have no comments to make on this information.

Other information

As required by law, we have ensured that the various information relating to equity and control investments and to the identity of theholders of share capital or voting rights was provided to you in the management report.

272

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CONTENTS

FINANCIAL STATEMENTS

Statutory auditors’ report on the separate financial statements t

6

OTHER VERIFICATIONS OR INFORMATION REQUIRED BY STATUTORYAND REGULATORY TEXTSFormat of the separate financial statements intended to be includedin the annual financial report
We have also verified, in accordance with the professional standards on the due diligence of the Statutory Auditors relating to theannual and consolidated financial statements presented according to the single European electronic information format, compliancewith this format defined by Delegated European Regulation 2019/815 of December 17, 2018 in the presentation of the separate
financial statements intended to be included in the annual financial report mentioned in I of Article L. 451-1-2 of the French monetaryand financial code, prepared under the responsibility of the Chairman and Chief Executive Officer.

1

On the basis of our work, we conclude that the presentation of the separate financial statements intended to be included in the annual
financial report complies, in all material respects, with the single European electronic information format.
It is not our responsibility to verify that the separate financial statements that will be included by your Company in the annual financial
report filed with the AMF correspond to those on which we performed our work.

2

Appointment of the Statutory Auditors

We were appointed as Statutory Auditors for Ubisoft Entertainment by your General Meetings of June 27, 2003 for KPMG Audit and of
September 29, 2016 for Mazars.
As at March 31, 2022, KPMG Audit was in its 19th uninterrupted year of office and Mazars in its 6th year of office.

3

RESPONSIBILITIES OF THE MANAGEMENT TEAM AND THE PEOPLECOMPRISING THE CORPORATE GOVERNANCE WITH REGARD
TO THE SEPARATE FINANCIAL STATEMENTS

4

The management team is responsible for preparing separate financial statements that present a true and fair view, in accordance with
French accounting rules and principles, and implementing the internal control it considers necessary for preparing separate financial
statements that do not include material misstatements resulting either from fraud or errors.
When preparing the separate financial statements, the management team is responsible for assessing the Company’s ability tocontinue its operations, and presenting in these financial statements, if applicable, the information on the continuation of operations,and applying the accounting going-concern convention, unless it plans to liquidate the Company or cease its activity.

5

The Audit Committee is responsible for monitoring the financial information preparation process and the effectiveness of the internal
control and risk management systems, as well as, if applicable, internal audit, with respect to the procedures for the preparation andprocessing of accounting and financial information.

6

The annual financial statements have been prepared by the Board of directors.

RESPONSIBILITIES OF THE STATUTORY AUDITORS FOR THE AUDITOF THE SEPARATE FINANCIAL STATEMENTS

7

Audit objective and approach

We are responsible for preparing a report on the separate financial statements. Our aim is to obtain reasonable assurance that the
separate financial statements taken as a whole do not include material misstatements. Reasonable assurance corresponds to a highlevel of assurance, without, however, guaranteeing that an audit conducted in accordance with professional standards would
systematically detect all material misstatements. Misstatements from fraud or resulting from errors are considered to be material when
we can reasonably expect that they may, taken individually or cumulatively, influence economic decisions that users of the financial
statements may take based on them.

8

As specified in Article L. 823-10-1 of the French commercial code, our assignment to certify the financial statements does not consist
in guaranteeing the viability or the management quality of your Company.

9

As part of an audit conducted in accordance with the professional standards applicable in France, the Statutory Auditor exercises his/her professional judgment throughout the audit. Moreover:■ he/she identifies and assesses the risks that the separate financial statements include material misstatements from fraud or
resulting from errors, defines and implements audit procedures faced with these risks and collects the elements that he/she
considers sufficient and appropriate on which to base his/her opinion. The risk of non-detection of a material misstatement resulting
from fraud is higher than that of a misstatement resulting from an error, as the fraud may involve collusion, falsification, voluntaryomissions, false declarations or circumvention of internal control;■ he/she takes note of the relevant internal control for the audit in order to define the relevant audit procedures, and not with the aimof expressing an opinion on the effectiveness of the internal control;■ he/she assesses the appropriate nature of the selected accounting principles and the reasonable nature of the accounting estimates
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u Statutory auditors’ report on the separate financial statements■ he/she assesses the relevant nature of the application of the going-concern accounting convention by the management team, and,depending on the elements collected, the existence of a significant uncertainty with regard to the events or circumstances likely tocall into question the Company’s ability to continue its operations. This assessment is based on the elements collected up to thedate of his/her report, it being recalled that subsequent circumstances or events may call into question the continuation ofoperations. If he/she concludes that there is a significant uncertainty, he/she calls the readers’ attention to the information provided
in the separate financial statements on the subject of this uncertainty, or, if this information is not provided or is not relevant, he/she
formulates a certification with reserves or refuses to certify;■ he/she assesses the overall presentation of the separate financial statements and assesses if the separate financial statements
reflect the underlying operations and events, in order to provide a true and fair view.

Report of the Audit Committee

We provide a report to the Audit Committee presenting notably the scope of the audit work and the work program implemented, as
well as the conclusions resulting from our work. We also draw its attention, if applicable, to the significant weaknesses of the internal
control that we have identified with respect to the procedures for the preparation and processing of accounting and financial
information.
Amongst the elements communicated to the Audit Committee are the risks of material misstatements that we have considered to be
the most important for the audit of the separate financial statements for the financial year, and that constitute as such the key points of
the audit, which we are responsible for describing in this report.
We also provide the Audit Committee with the declaration provided for by Article 6 of Regulation (EU) 537/2014 confirming our
independence under the meaning of the rules applicable in France as set notably by Articles L. 822-10 to L. 822-14 of the Frenchcommercial code, and the Statutory Auditors’ code of ethics. If applicable, we discuss with the Audit Committee the risks weighing on
our independence and the safeguard measures applied.
Nantes and Vannes, May 31, 2022
Statutory Auditors

274

KPMG S.A.

MAZARS

Gwenaël CHÉDALEUXPartnerJulien MAULAVÉPartnerUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

FINANCIAL STATEMENTS

Statutory auditors’ special report on regulated agreements and commitments t

6.5

6STATUTORY AUDITORS’ SPECIAL REPORTON REGULATED AGREEMENTS AND COMMITMENTS

This is a free translation into English of one of the statutory auditors’ report on regulated agreements and commitments issued in
French language and it is provided solely for the convenience of English speaking readers.
This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards
applicable in France.

In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements and commitments.

1

We are required to inform you, based on the information provided to us, of the principal terms and conditions as well as the reasons
explaining their interest for the Company of the agreements brought to our attention or which we may have discovered during thecourse of our mission, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements, ifany. It is your responsibility, under the terms of Article R. 225-31 of the French commercial code, to assess the interest in entering intosuch agreements and commitments for the purpose of approving them.

2

To the General Meeting of Ubisoft Entertainment,

Furthermore, we are required to provide you with the information stipulated in Article R. 225-31 of the French commercial code relating
to the performance, during the past financial year, of agreements and commitments previously approved by the General Meeting, ifany.

3

We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of
Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this assignment.

AGREEMENTS SUBMITTED TO THE GENERAL MEETING FOR APPROVAL

4

We hereby inform you that we have not been advised of any agreements approved and signed during the past financial year to besubmitted for approval by the General Meeting in application of the provisions of Article L. 225-38 of the French commercial code.

AGREEMENTS ALREADY APPROVED BY THE GENERAL MEETING

5

We hereby inform you that we have not been advised of any agreements previously approved by the General Meeting that remained in
effect during the financial year.
Nantes and Vannes, May 31, 2022

6

Statutory Auditors
KPMG S.A.

MAZARS

Gwenaël CHÉDALEUXJulien MAULAVÉ

789UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

275

6

CONTENTSFINANCIAL STATEMENTS

u Ubisoft Entertainment SA results for the past five financial years

6.6

UBISOFT ENTERTAINMENT SA RESULTS
FOR THE PAST FIVE FINANCIAL YEARSFinancial year

2017-20182018-20192019-2020

2020-2021

2021-2022

8.7

8.6

9.4

9.6

9.7

111,631,149

111,592,116

120,938,298

123,559,764

125,234,102

13,883

19,771

12,800

6,912

—

—

—

—

—

—

Maximum number of shares to be created

13,431,223

12,923,656

9,122,287

8,448,646

8,719,458

Through the exercise of stock options

2,171,411

1,737,829

1,626,499

1,485,157

1,009,938

Capital at year-end
Capital (in € millions)
Number of ordinary shares
Number of preference shares
Number of priority dividend shares

Through the allocation of free shares

3,952,542

3,878,557

3,133,929

2,601,630

3,347,661

Through the conversion of OCEANE bonds

7,307,270

7,307,270

4,361,859

4,361,859

4,361,859

1,550.7

1,741.4

1,540.3

2,176.9

2,210.0

779.4

750.7

459.5

789.4

726.5

2.2

1.5

(8.8)

(6.0)

(6.8)

Operations and results for the year (in € millions)
Sales
Net profit (loss) before tax, investments and provisions
Income tax
Employee profit-sharing

—

—

—

—

—

215.8

159.2

(301.1)(14.5)(168.3)

—

—

—

—

—

Per share, profit (loss) after tax, before provisions

7.00

6.71

3.87

6.44

5.86

Per share, profit (loss) after tax and provisions

1.93

1.43

(2.49)(0.12)(1.34)

—

—

—

—

—

Net income after tax, investments and provisions
Distributed income
Results per share (euro/share)

Dividend per share
Employee
Average headcount

5

5

5

5

5

Payroll (in € millions) *

1.3

1.5

0.7

1.2

0.8

1.0

1.0

0.6

0.7

0.3

Social security contributions and employee benefits(in € millions)*

276

Compensation of one corporate officer recognized under subcontracting was not included

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

7
7.1

LEGAL INFORMATION

7.1.1 Presentation of the Company

CONTENTSINFORMATIONON THE COMPANY
AND ITS CAPITAL

2
3
278

7.4

278

7.4.1 Provider of securities services292

7.4.2 Ubisoft share data sheet

292

7.4.3 Change in the share market priceover the last 24 months

293

7.4.4 OCEANE and bonds

295

7.5

297

7.1.2 Factors likely to have an impact
in the event of a public offer (“PO”)

281

7.2

282

SHARE CAPITAL

1

7.2.1 Share capital as at March 31, 2022

282

7.2.2 Potential share capital
as at March 31, 2022

282

7.2.3 Financial authorizations in force
or used during the financial year
ended March 31, 2022

SECURITIES MARKET

ADDITIONAL INFORMATION

292

7.5.1 Persons responsible for the Universal
Registration Document and the
Statutory Auditors

297

283

7.5.2 Information incorporated by reference298

7.2.4 Share buyback285

7.5.3 Documents available to the public

298

7.3

SHARE OWNERSHIP

288

7.5.4 Financial reporting calendar
for the 2022-23 financial year298

7.3.1 Changes in share capitalin the last three financial years
and up to May 11, 2022

288

7.3.2 Employee share ownership throughcompany mutual funds (FCPE)

289

7.3.3 Breakdown of share capitaland voting rights

289

4
5
6
7
8
9

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277

7

CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Legal information

7.1

LEGAL INFORMATION

7.1.1

PRESENTATION OF THE COMPANY

The 2022 General Meeting will be asked to remove all theprovisions in the articles of association relating to preference
shares convertible into ordinary shares (see 8.2.2), which may
only be issued in accordance with the provisions of articles
L. 225-197-1 and L. 22-10-59 et seq. of the French commercial
code. As the conversion of preference shares under the last
outstanding plan took place on December 16, 2021 (see 4.2.3.3)

and the Company does not plan to make new grants of freepreference shares convertible into ordinary shares, the related
articles of association, in particular those identified as follows[italics] below shall be deemed to be null and void and not
applicable, subject to the vote of the resolution referred to above.

Company information/Articles of association

278

Corporate name

Ubisoft Entertainment

Registered office(Main place of business)

2, rue du Chêne Heleuc – 56910 Carentoir

Executive Management(Place of business)

2, avenue Pasteur – 94160 Saint-MandéWebsitewww.ubisoft.com (Investors Center)

Legal form

Joint stock company (French “SA”) with a Board of directors

Applicable legislation

French laws and regulations in force, articles of association and internal rules of the Board

Date of incorporation

March 28, 1986

FranceFranceCountry of incorporation

FranceRCS registration (1)April 9, 1986Term

99 years from registration except in the case of extension or early dissolution

Registration number (1)335 186 094 RCS Vannes

APE Code (2)5821Z

Legal Entity Identifier (3)969500I7C8V1LBIMSM05

Place where legal
documents may beconsulted

The Company’s legal documents may be consulted:■ on the Company’s website (www.ubisoft.com – Investors Center) (4);■ at the registered office.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Legal information t

7Company information/Articles of association

Financial year

From April 1 to March 31

Corporate purpose(Article 3 of the articles
of association)

The Company has the following purpose, in France and abroad, both directly and indirectly:■ the creation, production, publishing and distribution of all kinds of multimedia, audiovisual and IT
products, especially video games, educational and cultural software, cartoons and literary,cinematographic and television works on any media, current or future;■ the distribution of all kinds of multimedia and audiovisual products, especially through newcommunication technologies such as networks and online services;■ the purchase, sale and, in general, all forms of trading, including both import and export, via rental orotherwise, of any computer and word-processing hardware with its accessories, as well as any
hardware or products for reproducing sound and pictures;■ the marketing and management of all IT, data-processing and word-processing computer programs;■ consulting, support, assistance and training relating to any of the above-mentioned fields;■ the investment by the Company in any operation that may relate to its purpose, by the creation of
new companies, the subscription or purchase of shares or corporate rights, by mergers or by othermeans.
And in general, any operation related directly or indirectly to the above purpose or similar and related
purposes likely to promote the Company’s development.

1
2

Shareholder rights and obligations

General Meetings(Article 14 of the articles
of association)

Forms and methodsof shareholding/Disposal
methods(Article 5 of the articles
of association)

General Meetings are composed of all shareholders, excluding the Company itself. They represent the
totality of shareholders. They will be convened and deliberate under the conditions prescribed by the
French commercial code. General Meetings are held at the registered office or at any other venue
indicated in the convening notice. They are chaired by the Chairman of the Board of directors or, in his
absence, by a director appointed for this purpose by the General Meeting. The right to participate inGeneral Meetings is subject to fulfillment of the formalities provided for under applicable regulations inforce. Shareholders may vote by postal form or by proxy form subject to the requirements of legal andregulatory provisions. Shareholders may vote remotely using a form in compliance with the conditions
laid down by law and which is only counted if it is received by the Company before the General Meetingis held, within the deadline fixed by the legal and regulatory provisions in force. Any abstention
expressed on the form or any lack of indication of the direction of the vote will not be considered as avote cast. In case of a remote vote using an electronic voting form or a vote by proxy given by electronic
signature, this will be carried out under the conditions specified by the regulations in force.
In accordance with the decision of the Board published in the notice of meeting and/or convening
notice, shareholders may participate in General Meetings (by means of video-conferencing or vote using
all means of telecommunication or remote transmission, including the internet), under the conditionsprescribed by the applicable regulations in force.

3
4
5

The shares of the Company must be registered under the terms and conditions required by applicablelegal and regulatory provisions.
Ordinary shares (“OS”)
Fully paid-up OS may be registered or bearer shares, depending on the preference of the shareholder,subject to applicable legal and regulatory provisions. OS are conveyed by transfer from account toaccount.

6[Preference shares (“AGAP”)
AGAP must be held in registered form and may not be contractually divided. AGAP are not transferable.]
Rights, privileges andrestrictions attached
to shares(Article 7 of the articles
of association)

7

Ordinary shares (“OS”)
Each OS gives the right to ownership of the Company assets and the liquidation surplus in a share equal
to the share of the share capital that it represents.
A double voting right is allocated to all fully paid-up OS for which registration for at least two years in thename of the same shareholder can be shown. In the event of a capital increase by capitalization ofreserves, profits or issue premiums, this right is also conferred at the date of issue on registered shares
granted free of charge to a shareholder on the basis of ownership of existing shares that enjoy this right.

8[Preference shares (“AGAP”)
Each AGAP gives entitlement, until the conversion date, in the liquidation surplus, to a share equal tothe portion of the share capital that it represents.
AGAP do not give holders the right to vote at the ordinary and extraordinary General Meetings of theholders of OS; it being specified that they have the right to vote in special General Meetings of holders
of AGAP.
Each AGAP will have a dividend payment right equal to 1% of the payment right.]

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9

279

7

CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Legal information

Company information/Articles of association

Distribution of profits(Article 17 of the articles
of association)

Income for the financial year, after deduction of operating expenses, depreciation, amortization, andprovisions, constitutes net earnings. The following are deducted from the profit for the financial year,
less any prior losses:■ the amounts to be carried in reserve in accordance with the law or the articles of association and, inparticular, at least 5% to constitute the legal reserve - this deduction ceases to be mandatory when
said reserve reaches an amount equal to one-tenth of the share capital; it resumes when, for any
reason, the legal reserve falls below this fraction;■ the amounts that the General Meeting, on the proposal of the Board, deems it useful to allocate toany extraordinary or special reserves or to retained earnings.
The balance is distributed to shareholders. However, except in the event of a reduction in the sharecapital, no distribution may be made to shareholders when the shareholders’ equity is, or would become
as a result thereof, less than the amount of the share capital plus reserves for which the law or thearticles of association do not permit distribution. The General Meeting may, in accordance withthe provisions of article L. 232-18 of the French commercial code, propose an option for payment of thedividend or interim dividends in whole or in part by delivery of new shares in the Company.

Procedure forthe identificationof shareholders(Article 6.1 of thearticles of association)

The Company or its representative may at any time, in accordance with legal and regulatory provisions,
make a request to either the central custodian managing the securities register or directly to one ormore intermediaries referred to in article L. 211-3 of the French monetary and financial code, for the
information referred to in article R. 228-3 of the French commercial code enabling it to identify theowners of its shares and its securities giving, immediately or in the future, voting rights in its own
meetings.

Crossing of legal
thresholds(Article 6.2 of thearticles of association)

Without prejudice to the thresholds provided for in article L. 233-7 of the French commercial code, any
individual acting alone or in concert with others who directly or indirectly comes to own, in any way
whatsoever, at least 4% of the Company’s share capital or voting rights, or a multiple of this percentagethat is less than or equal to 28%, is required to inform the Company by registered letter withacknowledgment of receipt sent to the Company’s registered office within the period prescribed inarticle R. 233-1 upon referral from article L. 233-7 of the French commercial code, of the total number ofshares, voting rights and securities ultimately granting entitlement to the Company’s capital that he or
she holds either directly or indirectly or in concert. The disclosure upon crossing any threshold equal to a
multiple of 4% of the share capital or voting rights as set out in the above paragraph should also bemade when the interest in the share capital or voting rights falls below one of the aforementioned
thresholds. To determine the thresholds of share capital and voting rights for which declarations must
be made when crossed pursuant to the previous paragraphs, the assimilation rules and calculation
procedures specified by articles L. 233-7 and L. 223-9 of the French commercial code or the General
Regulation of the Autorité des Marchés Financiers (French Financial Markets Authority – AMF) areapplied. Shareholders who fail to disclose that they have crossed such thresholds will forfeit their voting
rights under the conditions set forth in article L. 233-14 of the French commercial code, upon request recorded in the minutes of the General Meeting – of one or more shareholders who together own atleast 5% of the share capital or voting rights in the Company.

General information about the Group

Group activity

The Group’s main business activities are centered around the production, publishing, distribution, and“operation” of video games for consoles, PC, smartphones and tablets in both physical and digitalformats.

Location of the Group’sbusiness

The Group operates worldwide.

(1) Trade and Companies Register(2) Code corresponding to the main activity carried out(3) Legal Entity Identifier or LEI(4) The information on this website is not part of this Universal Registration Document unless it is expressly incorporated for reference purposes

280

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CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Legal information t

7.1.2

7

FACTORS LIKELY TO HAVE AN IMPACT IN THE EVENTOF A PUBLIC OFFER (“PO”)

Items referred to in article L. 22-10-11 of the French commercial code

Capital structure – Direct
or indirect investments

See 7.3

Statutory restrictions
on the exercise of the VR (1)and share transfers

Article 6.2 of the articles of association (see 7.1.1) provides that non-compliance with therequirement to report the crossing of statutory thresholds results in the shares being deprivedof VR (1) (2).

Agreement clauses brought
to the attention of the Company (3)N/A

Owners of securities conferring
special rights of control over
the Company

With the exception of double VR (1) allocated to all ordinary shares registered in the name ofthe same holder for at least two years (see 7.1.1), there are no securities with special control
rights.

Control mechanisms provided
for in a potential employee shareownership system

The rules applicable to the Ubi Actions and Ubi Share Ownership FCPE (4) provide that theSupervisory Boards exercise the voting rights at the Company’s General Meetings and decideon the contribution of shares, particularly in the event of a PO (FCPE share ownership
percentages – see 7.3.3).

Agreements between
shareholders of which theCompany is aware that may result
in restrictions: transfer of shares/
exercise of VR (1)N/A

Rules governing the appointment
and replacement of membersof the Board and amendmentof the articles of association

Rules in accordance with legal and statutory provisions (see notably 4.1.2.3.1).

Powers of the Boardin the event of a PO

The Board cannot implement the share buyback program during the period of a PO for theCompany’s shares (21st resolution of the 2021 General Meeting) (5) . Authorizations to issue
shares/securities with or without PSR (6) voted by the 2020 General Meeting (5) provide that theBoard cannot decide on these issues during a period of PO for the Company’s shares.

Agreements entered into by theCompany amended or terminatedin the event of a change of controlof the Company

There are certain agreements made by the Company that would be amended or terminated in
the event of a change of control, but for reasons of confidentiality it seems unwise to specify
the nature of these agreements.
In the event of a change of control (article L. 233-3 of the French commercial code), the SOP
and/or AGA plans, with the exception of those for executive corporate managing officers,
immediately cease to be subject to (i) the condition that the beneficiaries are Group employeeson the date of exercise of the SOP or delivery of the shares resulting from the AGA and (ii) theachievement of the performance conditions, if applicable.

Agreements providing forcompensation for Board membersin the event of resignation/
dismissal or loss of employment
due to a PO

N/A (see 4.2.1.2)

1
2
3
4
5
6
7

(1) Voting right(s)(2) Under the conditions provided for in article L. 233-14 of the French commercial code(3) In application of article L. 233-11 of the French commercial code
(4) Company mutual funds(5) Renewal submitted to the vote of the 2022 General Meeting(6) Preferential subscription rights

8
9

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281

7

CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Share capital

7.2

SHARE CAPITAL

7.2.1

SHARE CAPITAL AS AT MARCH 31, 2022

At March 31, 2022, the number of shares outstanding amounted
to 125,234,102 ordinary shares with a par value of €0.0775 each,fully paid up, representing a share capital of €9,705,642.91.

The following table shows the number of shares created and/or
canceled between April 1, 2021, and March 31, 2022:

AT 04/01/21

123,566,676

Exercise of subscription options

SHARES

320,198 shares

Final vesting of free preference shares (1)320 shares

Cancelation of preference shares-7,232 shares

Reserved capital increases (employee share ownership) (2)1,354,140 shares
125,234,102

AT 03/31/22

SHARES(1) The conversion of the AGAP (plans of 06/23/16 and 12/14/16) resulted in the delivery of existing shares(2) 26th and 27th resolutions of the General Meeting of 07/02/20

7.2.2 POTENTIAL SHARE CAPITAL AS AT MARCH 31, 2022
Free share grants (see 4.2.3.5)

Attendance and/or performance conditions

Share subscription options (see 4.2.3.6)

Open and not open

Plans 35, 36, 38, 39, 40, 42, 43, 44, 45, 46, 47 and 48

OCEANE (see 7.4.4.1) *Number of OCEANE*

282

Numberof potential shares

Potential
dilution

3,347,661

2.60%

Numberof potential shares

Potential
dilution

1,009,938

0.80%

Numberof potential shares

Potential
dilution

4,361,859

3.37%

Issue on 09/24/19 of bonds convertible into and/or exchangeable for new or existing shares (OCEANE) maturing in 2024 admitted to trading on the Euronext
Access™ market in ParisUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Share capital t

7

7.2.3 FINANCIAL AUTHORIZATIONS IN FORCE OR USED DURING
THE FINANCIAL YEAR ENDED MARCH 31, 2022
The table below summarizes the financial authorizations grantedby the General Meeting to the Board of directors for transactions
on the share capital and any use made thereof during the financial
Authorization
PSR = Preferential subscription rights↗ = increase↘ = reduction

year ended March 31, 2022, pursuant to the provisions of article
L. 225-37-4, 3° of the French commercial code.

Maximum par value
Capital (K)Debt
securities

GeneralMeeting

Expiry date

Resolution no.

Term

Use in FY22
OS: Ordinary shares
AGAP: Preference
shares1

SHARE BUYBACK PROGRAM
Buy back by the Company of own
shares (1) (2)↘ K by cancelation of treasury shares

10% of K(on buyback date)—

10% of K
per 24 months(as of cancelation
date)

—

07/01/21

12/31/22

21

18 months

Number oftreasury shares as at
03/31/22:
2,449,019 (see 7.2.4)

07/01/21

12/31/22—

22

18 months

2

ISSUE OF SECURITIES€1,450 K (4)↗ K with waiver of PSR
through a public offering (excluding
offerings referred to in 1 of art. L. 411-2
of the French monetary and financialcode) (5)€850 K (4)↗ K with waiver of PSR
through a public offering (offerings
referred to in 1 of art. L. 411-2 of theFrench monetary and financial code) (5)€850 K (4)↗ K to compensate contributions
in kind—€1
billion07/02/20

09/01/22

20

26 months

07/02/20

09/01/22

21

26 months

07/02/20

09/01/22

22

26 months

07/02/20

09/01/22

23

26 months

3

Number of AGAP issued:
320 (3)—

4€1billion

10% of K at
07/02/20 (4)€1billion

Joint ceiling↗ K with maintenance of PSR€10 M

Joint ceiling↗ K by capitalization(reserves, profits, premiums or other)€1billion07/02/20

09/01/22

24

26 months

07/02/20

09/01/22(6)

26 months

07/02/20

01/01/22(6)

18 months

—

5

—

—

6

EMPLOYEE SHARE OWNERSHIP↗ K reserved for employeesof subsidiaries members of a Groupsavings scheme (PEG)↗ K reserved for employeesof subsidiaries outside France
and outside of a PEG

25
1.50% of K on thedate of the Board
decision (4)—26↗ K reserved for categories
of beneficiaries as part of an employee
share ownership offering

07/02/20

01/01/22

27 (6)

18 months↗ K reserved for employeesof subsidiaries members of a PEG

07/01/21

08/31/23

23

26 months↗ K reserved for employeesof subsidiaries outside France
and outside of a PEG↗ K reserved for categories
of beneficiaries as part of an employee
share ownership offering

1.50% of K on thedate of the Board
decision (4)—07/01/21

12/31/22

24

18 months

07/01/21

12/31/22

25

18 months—

7
Number of OS issued:
1,354,140 (7)8—Number of OS
that may be issued (8):1,302,080 (9)UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

283

7

CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Share capital

Authorization
PSR = Preferential subscription rights↗ = increase↘ = reduction

Maximum par value
Capital (K)Share purchase
and/orsubscription
options (“SOP”)

Employees/
Executive
Committee

1% of K at grant
date (10)Free share grant(“AGA”)

Employees/
Executive
Committee

2% of K at grant
date (11)

Employees/
Executive
Committee
Executive
corporate
managing officers

Debt
securities—

GeneralMeeting

Expiry date

Resolution no.

Term

07/02/20

09/01/23

28

38 months—

07/02/19

09/01/22(6)

38 months

2% of K at grant
date (12)—07/01/21

08/31/24

26

38 months

0.1% of K at grant
date (13)—07/01/21

08/31/24

27

38 months

27

Use in FY22
OS: Ordinary shares
AGAP: Preference
sharesNumber of SOP granted:
4,009 (see 4.2.3.6)

Number of AGA granted:
1,306,220 (see 4.2.3.5)
Number of AGA granted:
165,402 (see 4.2.3.5)
Number of AGA granted:
27,083 (see 4.2.3.5)(1) Pursuant to articles L. 22-10-62 et seq. of the French commercial code and 241-1 to 241-7 of the AMF General Regulation(2) For the financial year ended 03/31/22, the 18th resolution of the General Meeting of 07/02/20 of the same nature was used (see. 7.2.4)(3) Final vesting of the free shares (see 7.2.1)(4) Deducted from the overall maximum of €4M provided for in the 30th resolution of the General Meeting of 07/02/20(5) French monetary and financial code
(6) This authorization/delegation (for the unused portion) was terminated on the date of effect/entry into force of the resolution of the same nature voted bya subsequent General Meeting(7) Issue on 09/22/21 as part of the 2021 employee share ownership offering (press release of 06/09/21) (see 7.2.1)(8) Or through the disposal of treasury shares held by the Company(9) Launch of the 2022 employee share ownership operation following the Board decisions of 02/23/22(10)Joint ceiling shared by the 28th and 29th resolutions of the General Meeting of 07/02/20(11)Deducted from the overall limit of €4M provided for in the 28th resolution of the General Meeting of 07/02/19(12)Joint ceiling shared by the 26th and 27th resolutions of the General Meeting of 07/01/21(13)Ceiling included in that set in the 26th resolution of the General Meeting of 07/01/21 and replacing that set in the 29th resolution of the General Meeting of 07/02/20

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INFORMATION ON THE COMPANY AND ITS CAPITAL
Share capital t

7

7.2.4 SHARE BUYBACKThis section includes the information required under article
L. 225-211 of the French commercial code, together with theinformation to be included in the description of the share buyback
program pursuant to the provisions of delegated Regulation (EU)no. 2016/1052 of March 8, 2016 (supplementing Regulation (EU)no. 596/2014 of April 16, 2014 on “Market Abuse”) and articles
241-2 and 241-3 of the AMF General Regulation.

the Company, in accordance with article L. 22-10-62 of theFrench commercial code, to purchase, on or off the market,
a number of shares representing up to 10% of the Company’s
share capital on the buyback date, for the purposes stipulated by
the Market Abuse regulation, within the framework of market
practices authorized by the AMF (the “Share Buyback
Program(s)”).

7.2.4.1 Legal framework

The 2020 and 2021 General Meetings also authorized the Boardof directors to reduce the share capital by canceling the sharespurchased under the Share Buyback Programs. The Board of
directors did not use this authorization during the financial year
ended March 31, 2022.

The Combined General Meeting of July 1, 2021 (the “2021General Meeting”) renewed the authorizations previously
granted to the Board of directors by the Combined General
Meeting of July 2, 2020 (the “2020 General Meeting”) allowing

1

7.2.4.2 Situation at March 31, 2022
Percentage of own shares held directly and indirectly

2

1.96%

Number of shares in portfolio (1)2,449,019

Portfolio book value€100,589,523.20

Portfolio market value (2)€97,838,309.05

3(1) Details by purpose below(2) Closing market price as at 03/31/22: €39.95 (Source: Euronext)

Number of shares held broken down by purpose at March 31, 2022
Number of shares
Nature of the purpose

To support the share price via a liquidity agreement (1)External growth operations

03/31/21

03/31/22

82,88077,968——402,865

2,371,051

—
—

—
—

TOTAL TREASURY SHARES HELD

485,7452,449,019

PERCENTAGE OF TREASURY SHARES HELD

0.39% (2)

1.96% (3)Hedging of employee share ownership plans
Hedging of securities eligible for share allotment
Cancelation

456(1) See 7.2.4.3(2) Based on 123,566,676 shares as at 03/31/21(3) Based on 125,234,102 shares as at 03/31/22

7
8
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7

CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Share capital

Details of transactions during the financial year ended March 31, 2022
(article L. 225-211 of the French commercial code)
03/31/21FY22transactions

03/31/22

485,745

Treasury shares% of share capital

Purchases

4,286,574 (2)Sales

1,242,067

Transfers

1,081,233

Treasury shares

2,449,019% of share capital (4)1.96%

at purchase price

Value

0.39%

(1)

€31,707,516.88

par value€37,645.24

Average purchase price€51.58

Trading fees—

Average selling price€51.32

Trading fees
(3)—

Average transfer priceValue€37.33at purchase price€117,241,593.26

par value€189,798.97(1) Based on 123,566,676 shares as at 03/31/21(2) Of which 3,049,419 in respect of mandates entrusted to Exane BNP Paribas (see press release of 04/09/21) and Kepler Cheuvreux (see press releases of 06/07/21,
11/22/21 and 12/27/21) and the forward financial agreement entered into with Crédit Agricole Corporate and Investment Bank (CACIB) on 07/22/21 (see below)(3) Under the employee share ownership plans (free preference share allocation plans, automatic conversion into ordinary shares: plans of 06/23/16 and of 12/14/16)
and the 2021 employee shareholding operation (see press release of 09/06/21)(4) Based on 125,234,102 shares as at 03/31/22

Derivative products

Transaction signed and settled during the financial year ended March 31, 2022

Expiry andDate ofsettlementtransaction
dateName ofintermediary

07/22/21

CACIB **

07/30/21

Numberof
Total
securities Number
amountprovidedofprovided
Options/ Purchase/
for in the securities
for in the Average
Futures
Sale Agreement acquired Agreement
price Premium

Forwardagreement onshares(“Agreement”)

Purchase

375,000
maximum

365,419€20M
maximum€54.73

N/A

Organized
market/over thecounterOver thecounter

Crédit Agricole Corporate and Investment Bank

Open position at March 31, 2022

Date oftransaction

03/20/18

Name of Purchase/intermediary
Sale

CACIB (1)Purchase

Number ofshares3,445,454 (2)Options/Futures

Expiry dateTerm
03/22/24(Pre-paid forward(except in the event
agreement onof early settlement) (3)shares)Exercise
pricePremium€66

N/A

Organized
market/over thecounterOver thecounter(1) Crédit Agricole Corporate and Investment Bank
(2) Partial early settlement of 1,100,000 shares on 09/08/20(3) Extension of the initial term set at 03/22/21 for a 3-year period by amendment dated 09/15/20

7.2.4.3 Liquidity agreement

The Company entered into a liquidity agreement with Exane BNPParibas on January 1, 2019, effective from February 1, 2019, for
an initial period of one (1) year renewable by tacit agreement forsuccessive periods of the same term (the “Agreement”),
in accordance with the Market Abuse Regulation, delegatedRegulation (EU) no. 2016/908 of February 26, 2016supplementing this Regulation, and AMF Decision no. 2021-01
of June 22, 2021 renewing the introduction of liquidity
agreements on equity securities as an accepted market practice(the “Decision”). The Agreement’s half-yearly reports are
published in accordance with the terms and conditions of
the Decision.

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7.2.4.4 Description of the share buyback
program submitted for approvalto the Combined General Meetingof July 5, 2022

Pursuant to the provisions of the delegated Regulation (EU)no. 2016/1052 of March 8, 2016 (supplementing the Market
Abuse Regulation) and articles 241-2 and 241-3 of the AMF
General Regulation, the Company presents below the descriptionof the share buyback program (the “2022 Share Buyback”) thatwill be submitted for approval to the Combined General Meetingof July 5, 2022.
Details of the securities liable to be repurchased: ordinary
shares in Ubisoft Entertainment SA listed on Euronext Paris,
Compartment A, ISIN code: FR0000054470.

CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Share capital t

7

Maximum portion of the share capital and maximum number of securities that may be purchased: 10% of the total number ofshares comprising the share capital (K) at the buyback date – or for information purposes:

04/30/22

K

10% of K

Treasury shares

125,234,102 shares

12,523,410 shares

2,463,583 sharesor 1.97% of the sharecapitalMaximum purchase price: €120 i.e., based on the share capital
as at April 30, 2022, a maximum amount of €1,502,809,200 or,
taking into account the number of shares held by the Company atthe same date described above, €1,207,179,240.
Objectives:■ to ensure the liquidity and activity of Ubisoft Entertainment SA
share using an investment services provider acting
independently under a liquidity agreement in accordance with
AMF Decision no. 2021-01 of June 22, 2021;■ to meet the obligations related to the share purchase option or
free share grant programs, or carry out all other grants ortransfers of shares for the benefit of employees and/or
executive corporate managing officers of the Group or for the
benefit of some of them, notably as part of all company orGroup savings schemes, or profit sharing, or to allow hedging
of an employee share ownership offering structured by abank, or by an entity controlled by such an establishment
under the meaning of article L. 233-3 of the Frenchcommercial code, taking place at the Company’s request;

Shares to be acquired 2022
Share Buyback

10,059,827 sharesor 8.03% of the share capital■ to retain shares for delivery at a later date in exchange or as
payment for any future external growth operations, subject toa limit of 5% of the existing capital;

1■ to deliver shares upon the exercise of rights attached to debt
securities giving access, by any means, immediately and/or ata future date, to the Company’s share capital throughredemption, conversion, exchange, presentation of a warrant
or any other means;2■ to cancel in whole or in part any shares repurchased under theconditions defined by law, subject to the authorization fromthe Extraordinary General Meeting;■ to implement all recognized market practices or practices that
may come to be admitted by law or by the AMF and moregenerally to complete all transactions in compliance withcurrent legislation.

3

Duration of authorization: 18 months from the General Meetingof July 5, 2022.

4
5
6
7
8
9

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CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Share ownership

7.3

SHARE OWNERSHIP

7.3.1

CHANGES IN SHARE CAPITAL IN THE LAST THREE FINANCIAL YEARSAND UP TO MAY 11, 2022

Dateof Boardor decisionof theChairmanand CEO

Type of transaction
K: Share capital↗ : Increase↘ : Reduction
SOP (1): Exercise

Numberof shares
issued orcanceled

04/11/19

SOP from 01/01/19 to 03/31/19

140,637↗ K (capitalization of reserves) (4)6,518

SOP from 04/01/19 to 05/31/19

74,173↗ K reserved for employees (5)1,021,350

06/20/19
07/04/19↗ K (capitalization of reserves)
09/20/19

10/04/19
10/15/19

12/13/19

02/25/20
04/20/20
06/18/20

09/22/20

12/14/20
04/07/21

SOP from 06/01/19 to 08/31/19

09/22/21
12/13/21

1,183,329
151,727↘ K (cancelation of AGAP)(12,123)↗ K (conversion of OCEANE)

1,875,237

SOP from 09/01/19 to 09/30/19

107,897↗ K (capitalization of reserves) (3)164,133↗ K (conversion of OCEANE)

4,390,440↗ K (capitalization of reserves) (3) (4)72,664

SOP from 10/01/19 to 11/30/19

21,035↘ K (cancelation of AGAP)(2,409)↗ K (capitalization of reserves) (3)

153,473

SOP from 12/01/19 to 01/31/20

36,657↗ K (capitalization of reserves) (3)302,500

SOP from 02/01/20 to 03/31/20

95,110↗ K (capitalization of reserves) (3)815,315

SOP from 04/01/20 to 05/31/20

30,947↗ K (capitalization of reserves) (4)318

SOP from 06/01/20 to 08/31/20

140,394↗ K reserved for employees (5)1,096,600

Cumulative
numberof shares

Amount ofshare capital (2)€10,899.36

IP: €2,069,005.61

111,611,887€8,649,921.24

111,692,578€8,656,174.80

112,713,928€8,735,329.42

114,036,861€8,837,856.73

116,019,995€8,991,549.61

120,574,568€9,344,529.02

120,665,858€9,351,604.00

120,855,988€9,366,339.07

121,253,598€9,397,153.85

122,099,860€9,462,739.15

123,332,466€9,558,266.12

123,491,125€9,570,562.19

123,566,676€9,576,417.39

123,576,349€9,577,167.05

125,154,300€9,699,458.25

125,173,504€9,700,946.56€6,253.55€79,154.63€103,466.84€(939.53)€153,692.89€352,979.41€7,261.67€(186.70)€14,735.08€30,814.78€65,585.31€(505.15)
IP: €1,695,064.51
IP: €69,679,050.38€(91,708.00)
IP: €3,915,861.71€(939.53)
CP: €102,505,142.51
IP: €2 040 811,41€(12,720.31)
CP: €239,171,547.50€(5,631.46)
IP: €463,833.95€(186.70)€(11,894.16)
IP: €1,078,510.04€(23,443.75)
IP: €2,476,364.09€(63,186.91)
IP: €1,059,503.69€(24.65)€95,891.68

IP: €71,411,956.50↘ K (cancelation of AGAP)(4,706)€(364.72)€(346.72)

SOP from 09/01/20 to 11/30/20

160,159€12,412.32

IP: €5,051,550.57↘ K (cancelation of AGAP)(1,500)€(116.25)€(116.25)

75,551€5,855.20

IP: €3,101,875.29

SOP from 12/01/20 to 03/31/21
(4)

320

SOP from 04/01/21 to 05/31/21

16,191↗ K (capitalization of reserves)
06/21/21(3) (4)

Amount(in cash)Premium
IP: issue premium
CP: conversion
premium↘ K (cancelation of AGAP)(6,838)

SOP from 06/01/21 to 08/31/21

223,811↗ K reserved for employees (4)1,354,140

SOP from 09/01/21 to 11/30/21↘ K (cancelation of AGAP)€1,279.60€(24.80)
IP: €564,820.44€(529.95)€(529.95)€122,291.20

IP: €70,645,486.66

19,598€1,518.85

IP: €785,126.50(394)€(30.54)€(30.54)(1) Share subscription options(2) Share capital (leading to a revision of the articles of association and K-bis (company registry document))(3) Final vesting of free ordinary shares (articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French commercial code)(4) Final vesting of free preference shares (articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French commercial code)(5) Capital increases reserved for (i) employees outside the Group savings scheme and (ii) a financial institution as part of the transaction referred to in (i)288

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INFORMATION ON THE COMPANY AND ITS CAPITAL
Share ownership t

7

7.3.2 EMPLOYEE SHARE OWNERSHIP THROUGH COMPANY MUTUAL FUNDS(FCPE)
As at March 31, 2022, employees held 3,966,620 shares, or
3.17% of the share capital, through company mutual funds.
This holding is the result of capital increases reserved for
employees of companies (included in the same scope of
consolidation or accounting combination within the meaning of
the second paragraph of article L. 3344-1 of the French labor
code as the Company) that are members of Ubisoft group’ssavings scheme by virtue of the delegations granted to the Boardof directors by the Shareholders’ General Meetings, or the
disposals of shares pursuant to the provisions of article
L. 3332-24 of the French labor code as part of share buyback
programs approved by the General Meeting.
During the financial year ended March 31, 2022, a share disposal
as referred to in the paragraph above was carried out on
September 22, 2021 (see 7.2.4.2).

1

7.3.3 BREAKDOWN OF SHARE CAPITAL AND VOTING RIGHTS
7.3.3.1 Change over the last three financial years
03/31/22

SharesGrossvotingrights (1)03/31/21
Net voting
rights (2)SharesGrossvotingrights (1)2

03/31/20
Net voting
rights (2)SharesGrossvotingrights (1)Net voting
rights (2)(in %)(in %)(in %)(in %)(in %)(in %)(in %)(in %)(in %)

16,036,031

23,041,735

23,041,735

16,336,031

23,641,735

23,641,735

16,536,031

24,041,735

21,011,432

12.805%16.770%17.074%13.220%17.433%17.496%13.672%18.068%15.797%

990,627

1,929,930

1,929,930

973,951 (4)1,907,124

1,907,124

935,294 (4)1,822,134

1,822,134

0.791%

1.405%

1.430%

0.788%

1.406%

1.411%

0.773%

1.369%

1.370%

ClaudeGuillemot

754,776

1,505,878

1,505,878

745,369

1,478,238

1,478,238

745,369

1,468,238

1,468,238

0.603%

1.096%

1.116%

0.603%

1.090%

1.094%

0.616%

1.103%

1.104%

MichelGuillemot

505,325

912,273912,273495,918

884,633

884,633

501,215879,930

879,930

0.404%

0.664%

0.676%

0.401%

0.652%

0.655%

0.414%

0.661%

0.662%

GérardGuillemot

462,201

923,593923,593456,284

911,943

911,943455,659901 318901 318

0.369%

0.672%

0.684%

0.369%

0.672%

0.675%

0.377%

0.677%

0.678%

Christian
Guillemot

68,493

136,551

136,551

112,135

219,260

219,260

107,292 (5)213,750

213,750

0.055%

0.099%

0.101%

0.091%

0.162%

0.162%

0.089%

0.161%

0.161%

Other Guillemotfamily members

47,03089,381

86,16174,759144,676

144,676

74,239144,103

144,103

0.038%

0.065%

0.064%

0.061%

0.107%

0.107%

0.061%

0.108%

0.108%

443,874

887,748887,748443,874

887,748887,748443,874

887,748887,748

Guillemot
Brothers Ltd (3)Yves Guillemot

Guillemot
Corporation SA
CONCERT (6)Ubisoft
Entertainment
SA
Employees (7)Public float

TOTAL

0.354%

0.646%

0.658%

0.359%

0.655%

0.657%

0.367%

0.667%

0.667%

19,308,357

29,427,089

29,423,869

19,638,321

30,075,357

30,075,357

19,798,973

30,358,956

27,328,653

15.418%21.417%21.803%15.893%22.177%22.257%16.369%22.816%

20.547%2,449,019

2,449,019

0485,745

485,745053,25353,25301.956%

1.782%—

0.393%

0.358%—

0.044%

0.040%—

3,966,620

4,573,554

4,573,554

4,983,600

5,614,177

5,614,177

4,637,058

5,300,586

5,300,586

3.167%

3.329%

3.389%

4.033%

4.140%

4.155%

3.834%

3.984%

3.985%

99,510,106

100,950,408

100,953,628

98,459,010

99,439,195

99,439,195

96,461,814

97,347,241

100,377,544

79.459%73.472%74.808%79.681%73.325%73.588%79.753%73.160%75.468%

3
4
5
6
7
8

125,234,102 137,400,070 134,951,051 123,566,676 135,614,474 135,128,729 120,951,098 133,060,036 133,006,783

100%

100%

100%

100%

100%

100%

100%

100%

100%

(1) Number of “gross” or “theoretical” voting rights used as a basis for calculating the crossing of legal thresholds(2) Number of "net" voting rights or voting rights "exercisable at the General Meeting"(3) Forward sale agreement, accompanied by pledges to sell or buy in securities or cash, entered into on 09/05/16, expiring on 06/22/23 (amended on 06/22/20),
relating to 4,000,008 shares pledged to the bank and available for borrowing by the bank under certain conditions
Forward sale agreement, accompanied by pledges to sell or buy in securities or cash, entered into on 09/01/17, expiring on 09/19/22 (amended on 09/19/19),
relating to 2,000,016 shares pledged to the bank and available for borrowing by the bank under certain conditions
Acquisition of 3,030,303 shares on 03/20/18 as part of Vivendi SA’s disposal of its shareholding, through a structured financing agreement: (i) a pre-paid forward
agreement (2,424,242 shares) with either physical or cash settlement and (ii) a pre-paid forward agreement (606,061 shares) with physical or cash settlement.
Pledge of 3,030,303 shares to the bank. Transactions to be settled upon maturity in March 2024 (amendments dated 19/03/21) or by early settlement at theinitiative of Guillemot Brothers Ltd(4) Including:• as of 03/31/21: 394 AGAP without voting rights (see 4.2.3.3)• as of 03/31/20: 1,727 AGAP without voting rights (see 4.2.3.3)(5) Including 167 AGAP without voting rights (see 4.2.3.3)(6) The concert, comprising Guillemot Brothers Ltd, Guillemot Corporation SA and the Guillemot family, held 10,118,732 shares with double voting rights at 03/31/22(7) Shares held by employees through Company mutual funds (FCPE) (see 7.3.2)

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CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Share ownership7.3.3.2 Breakdown of share capital and voting rights at April 30, 2022
Share capital

Guillemot Brothers Ltd

Gross voting rights (1)Net voting rights (2)Numberof securities%

Number%Number

%16,036,031

12.805%23,041,735

16.770%23,041,735

17.076%

Yves Guillemot

990,627

0.791%

1,929,930

1.405%

1,929,930

1.430%

Claude Guillemot

754,776

0.603%

1,505,878

1.096%

1,505,878

1.116%

Michel Guillemot

505,3250.404%

912,273

0.664%

912,273

0.676%

Gérard Guillemot

462,201

0.369%

923,5930.672%

923,5930.684%

Christian Guillemot

68,4930.055%

136,551

0.099%

136,5510.101%

Other Guillemot family
members

47,0300.038%

89,381

0.065%

86,161

0.064%

Guillemot Corporation SA

443,874

0.354%

887,7480.646%

887,7480.658%

19,308,357

15.418%29,427,089

21.418%29,423,869

21.806%2,463,583

1.967%

2,463,583

1.793%

0

CONCERT
Ubisoft Entertainment SA
Employees(3)

Public float
TOTAL

—

3,942,581

3.148%

4,545,439

3.308%

4,545,439

3.369%

99,519,581

79.467%

100,960,592

73.481%

100,963,812

74.825%125,234,102

100%

137,396,703

100%

134,933,120

100.000%(1) Number of “gross” or “theoretical” voting rights used as a basis for calculating the crossing of legal thresholds(2) Number of “net” voting rights or voting rights “exercisable at the General Meeting”(3) Shares held by employees through Company mutual funds (FCPE) (see 7.3.2)

7.3.3.3 Shareholder(s) holding over 5% of the share capital as at May 11, 2022 (1)Shareholder

The Capital Group Companies, Inc.

% share capital (2)% gross voting rights (2) (3)% net voting rights (2) (4)

5.03%

4.58%

4.67%

(5)

(1) Information provided on the basis of statements made to the Company and the AMF and summarized hereafter, or contained in the list of registered shareholders
managed by Caceis Corporate Trust(2) Based on the number of shares and voting rights as at April 30, 2022
(3) Number of “gross” or “theoretical” voting rights used as a basis for calculating the crossing of legal thresholds(4) Number of “net” voting rights or voting rights “exercisable at the General Meeting”(5) Acting as an Investment Adviser on behalf of funds. The Capital Group Companies, Inc. aggregates the positions held by Capital Research and Management
Company (CRMC) and Capital Group International Inc (CGI)290

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INFORMATION ON THE COMPANY AND ITS CAPITAL
Share ownership t

7

7.3.3.4 Crossing of legal thresholds

During the financial year ended March 31, 2022, and until May 11, 2022, it was disclosed that the following legal thresholds had beencrossed:Name of shareholder(s)Baillie Gifford & Co (1)Crédit Agricole Corporate
and Investment Bank (2)JP Morgan Chase & Co. (3)JP Morgan Securities plc

The Capital Group
Companies, Inc. (4)Thresholds
crossedcapital/(in %) voting rights

Threshold(s)crossed5%

Share capital
Share capital

10%
Voting rights
10%10%Voting rights
Voting rights
Share capital5%
Voting rights

Direction ofthresholdcrossing

Crossing dates
Underlined = Declaration of intent
Bold = Last declaration madeby the reporting party as of 05/11/22

Downward

01/25/22

Downward

04/08/21 - 07/05/21 - 07/21/21 - 08/27/21 - 03/23/22

Upward04/12/21 - 07/13/21 - 08/25/21 - 09/21/21

Downward

06/22/21 - 12/16/21

Upward06/21/21 - 10/01/21

Downward

06/08/21

Upward07/02/21

Downward

06/08/21

Upward07/02/21

Downward

03/29/22

Upward01/14/22 - 05/05/22

Downward

03/28/22

Upward01/19/22

1
23(1) Acting as discretionary investment manager(2) Controlled by Crédit Agricole SA(3) Indirect crossings through the companies that it controls(4) Acting as an Investment Adviser on behalf of funds. The Capital Group Companies, Inc. aggregates the positions held by Capital Research and Management
Company (CRMC) and Capital Group International Inc (CGI)

4
5
6
7
8
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7

CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Securities market

7.4

SECURITIES MARKET

7.4.1

PROVIDER OF SECURITIES SERVICESCACEIS Corporate TrustUBISOFT Shareholder Relations
12, place des États-Unis
CS 40083
92549 Montrouge Cedex
Tel.: +33 (0)1 57 78 34 44

7.4.2 UBISOFT SHARE DATA SHEETISIN code
Place listed
Par value
Number of shares outstanding as at 03/31/22
Closing market price as at 03/31/22 *Market capitalization as at 03/31/22€0.0775
125,234,102€39.95€5,003,102,374.90

Initial public offering price on 07/01/96€38.11Five-for-one stock split on 11/11/00€7.62

Two-for-one stock split on 12/11/06€3.81

Two-for-one stock split on 11/14/08

€1.90

*

292

FR0000054470
Euronext Paris – Compartment A

Source Euronext

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CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Securities market t

7

7.4.3 CHANGE IN THE SHARE MARKET PRICE OVER THE LAST 24 MONTHS
Highest price

Lowest priceMay 2020€74.60€63.56

9,625,569

June 2020€73.46€65.06

11,235,024

Month(in euros)(in euros)

Volume traded(in shares)

2020

July 2020€80.80€66.0013,549,135

August 2020

€72.84€67.16

7,069,365September 2020

€77.50€65.44

8,698,168

October 2020

€85.14€73.72

9,287,212

November 2020

€83.64€71.46

11,785,584

December 2020

€80.90€74.74

7,574,080

January 2021

€88.16€77.707,421,288

February 2021

€85.96€67.16

9,918,485
11,780,988

1

2021

March 2021

€70.26€62.18

April 2021

€68.84€62.46

7,856,464

May 2021€63.42€51.94

15,224,579

June 2021€60.32€56.78

7,967,863

July 2021€62.08€51.829,165,047

August 2021

€54.36€49.66

7,729,698

September 2021

€57.20€50.908,666,781

October 2021

€53.24€43.54

13,691,225

November 2021

€47.69€43.3010,892,247

December 2021

€45.62€39.65

13,138,849

2
3
4

2022
January 2022

€54.56€40.44

14,784,858

February 2022

€52.68€43.25

13,092,934

March 2022

€48.67€37.71

14,999,029

April 2022

€45.18€33.84

15,076,710

5
6SHARE PRICE
100

7

90

80

70

8

60

50

9

40

30

20

10

0
May-20 June-20 July-20 Aug-20 Sept-20 Oct-20 Nov-20 Dec-20 Jan-21

Feb-21 Mar-21 Apr-21 May-21 June-21 July-21 Aug-21 Sept-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22

Highest price (in €)Lowest price (in €)UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Securities market

VOLUME
TRADED(IN
SHARES)( EN
ACTIONS)VOLUME ÉCHANGÉ
20
000 000
20,000,000
18000 000
18,000,000
16000 000
16,000,000
14000 000
14,000,000
12000 000
12,000,000
10000 000
10,000,000
8000 000
8,000,000
6000 000
6,000,000
4000 000
4,000,000
2000 000
2,000,000
00294

Mai-20 Juin-20 Juil-20 Août-20 Sept-20 Oct-20 Nov-20 Déc-20 Janv-21 Févr-21 Mars-21 Avr-21 Mai-21 Juin-21 Juil-21 Août-21 Sept-21 Oct-21 Nov-21 Déc-21 Janv-22 Févr-22 Mars-22 Avr-22
May-20 June-20 July-20 Aug-20 Sept-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 June-21 July-21 Aug-21 Sept-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Securities market t

7

7.4.4 OCEANE AND BONDS
7.4.4.1 OCEANE
09/24/19 (1)Issue dateIssue amount€499,999,897.17

Number issued

4,361,859

Conversion and/or exchange for ordinary shares FY22

N/A

Repayment in cash FY22N/A

Par value€114.63 (issue premium of 65%)

Issue price1

105.25% of par

Nominal interest rate

N/A

Conversion ratio

1 new or existing share for 1 OCEANE

Date of settlement-delivery

09/24/19

Bond duration

5 years

Expiry date (2)09/24/24

Private placement

In France and outside France

Listing of the OCEANE

2(3)Euronext Access™ market in Paris (ISIN code FR0013448412)

Dividend rights of underlying shares

Immediate dividend rights

OCEANE at 03/31/22

34,361,859(1) Delegation of authority of the General Meeting of 07/02/19 (21st resolution)/Subdelegation of the Board of directors to the Chairman and Chief Executive Officer on
09/09/19(2) Early redemption possible as from 09/24/22 at the option of the Company under certain conditions (see press release dated 09/17/19)(3) With the particular exception of the United States of America, Japan and Australia

4

7.4.4.2 Bonds outstanding as at March 31, 2022
“2018” bond issueDate

01/30/18

Term

5 years

Total par value

5€500,000,000

Interest

1.289% per year

Number of bonds

5,000

Par value€100,000ISIN code

6FR0013313186

Rank

Direct, unconditional, unsubordinated and unsecured commitments of the Company ranking pari passu andwithout preference among themselves with other present and future unsubordinated and unsecured
obligations of the Company

Change of control

Change of control clause that would trigger early redemption of bonds at the request of each bondholder inthe event of a change of control of the Company

Early redemption

Applicable in the event of the occurrence of certain standard default cases for this type of transaction and/or notably a change in the Company’s situation

7

The prospectus relating to the listing of the bonds can be consulted on the AMF website: www.amf-france.org.

8
9

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CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Securities market“2020” bond issueDate

11/24/20

Term

7 years

Total par value€600,000,000

Interest

0.878% per year

Number of bonds

6,000

Par value€100,000ISIN code

FR0014000087

Rank

Direct, unconditional, unsubordinated and unsecured commitments of the Company ranking pari passu andwithout preference among themselves with other present and future unsubordinated and unsecured
obligations of the Company

Change of control

Change of control clause that would trigger early redemption of bonds at the request of each bondholder inthe event of a change of control of the Company

Early redemption

Applicable in the event of the occurrence of certain standard default cases for this type of transaction and/or notably a change in the Company’s situation

The prospectus relating to the listing of the bonds can be consulted on the AMF website: www.amf-france.org.

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CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Additional information t

7.5

ADDITIONAL INFORMATION

7.5.1

PERSONS RESPONSIBLE FOR THE UNIVERSAL REGISTRATIONDOCUMENT AND THE STATUTORY AUDITORS

7

Name and function of the person responsible for the Universal Registration Document/
Person responsible for the information
Yves Guillemot

Chairman and Chief Executive Officer

1

2, avenue Pasteur
94160 Saint-MandéTel.: +33 (0)1 48 18 50 00
www.ubisoft.com - Investors Center

2

Statement by the person responsible for the Universal Registration Document“I confirm, having taken all reasonable steps to this effect, that the information contained in this Universal Registration Document is,to the best of my knowledge, accurate and free from any omission likely to affect its import.
I confirm that, to my knowledge, the financial statements have been prepared in accordance with the applicable accounting standards
and provide a true and fair view of the assets and liabilities, financial position and results of the Company and all companies
consolidated therein, and that the management report information (see Cross-reference table presented on page 329) is a truepresentation of the evolution of the business activity, revenue and financial position of the Company and all companies consolidated
therein, as well as a description of the main risks and uncertainties facing them.”

3

Signed in Saint-Mandé, on June 14, 2022

4

Yves Guillemot,
Chairman and Chief Executive Officer

Statutory Auditors
Date of
1st appointment

Expiry ofcurrent term

KPMG SA
N/A
represented by Gwenaël Chédaleux
7, boulevard Albert Einstein
44300 Nantes

2003

2025

MAZARS SA
represented by Julien Maulavé
12, rue Anita Conti
56000 Vannes

2016

2022

Principal auditor

Alternate auditor

CBA SA
61, rue Henri Regnault
Tour Exaltis
92400 Courbevoie

5
6
7

Fees for the period between April 1, 2021 and March 31, 2022 are detailed in 6.1.2.22 (article L. 820-3, I of the French commercialcode).

8
9

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CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Additional information

7.5.2 INFORMATION INCORPORATED BY REFERENCE
Pursuant to article 19 of Regulation (EU) no. 2017/1129, thefollowing information is incorporated by reference in this
Universal Registration Document:■ the consolidated and separate financial statements and therelevant Statutory Auditors’ reports for the financial year
ended March 31, 2021, presented on pages 196 to 304 of the
Universal Registration Document filed with the AMF on June
10, 2021 under number D.21-0540;■ the consolidated and separate financial statements and therelevant Statutory Auditors’ reports for the financial year
ended March 31, 2020, presented on pages 186 to 294 of theregistration document filed with the AMF on June 5, 2020
under number D.20-0520.
The parts of these documents not included are either not
applicable to the investor or covered by another section of the
Universal Registration Document.

7.5.3 DOCUMENTS AVAILABLE TO THE PUBLIC
This Universal Registration Document can also be consulted on
the websites of the Company (www.ubisoft.com) and of theAMF (www.amf-france.org).

documents are available on the Company’s website(www.ubisoft.com), which also contains the Group’s press
releases and financial information.

The Company’s articles of association, internal rules of the Boardof directors, minutes of General Meetings, and other documentsof the Company as well as historical financial information of theCompany and all assessments or statements made by experts at
the Company’s request that must be made available toshareholders in accordance with applicable legislation, can be
consulted at the Company’s registered office. Some of theseRegulatory information within the meaning of the AMF’s General
Regulation is available on the Company’s website(www.ubisoft.com).
The information on this site is not part of this Universal
Registration Document unless it is expressly incorporated forreference purposes.

7.5.4 FINANCIAL REPORTING CALENDAR FOR THE 2022-23
FINANCIAL YEAR
Date

Q1 salesWeek of July 18, 2022

H1 results

Week of October 24, 2022

Q3 salesWeek of February 13, 2023

Year-end results
These dates are provided for information purposes only and will be confirmed during the year.

298

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Week of May 8, 2023

88.1

2022 GENERAL MEETINGAGENDA

CONTENTS

2022 GENERALMEETING

1
2
3

300

8.2

PRESENTATION AND TEXTOF DRAFT RESOLUTIONS

4301

8.2.1 Ordinary General Meeting301

8.2.2 Extraordinary General Meeting307

8.2.3 Ordinary and Extraordinary General
Meeting

324

5
6
7
8
9

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CONTENTS

2022 GENERAL MEETING
u 2022 General Meeting agenda

8.1 2022 GENERAL MEETING AGENDA
ORDINARY GENERAL MEETING
1. Approval of the separate financial statements for the financial
year ended March 31, 2022
2. Allocation of earnings for the financial year ended
March 31, 2022
3. Approval of the consolidated financial statements for thefinancial year ended March 31, 2022
4. Approval of regulated agreements and commitments
5. Approval of all components of the compensation paid to thecorporate officers listed in I of article L. 22-10-9 of the Frenchcommercial code for the financial year ended March 31, 2022
6. Approval of the components of the compensation andbenefits paid during the financial year ended March 31, 2022
or allocated in respect of the same financial year to Yves
Guillemot, Chairman and Chief Executive Officer
7. Approval of the components of the compensation andbenefits paid during the financial year ended March 31, 2022
or allocated in respect of the same financial year to Claude
Guillemot, Deputy Chief Executive Officer
8. Approval of the components of the compensation andbenefits paid during the financial year ended March 31, 2022
or allocated in respect of the same financial year to Michel
Guillemot, Deputy Chief Executive Officer
9. Approval of the components of the compensation andbenefits paid during the financial year ended March 31, 2022

or allocated in respect of the same financial year to Gérard
Guillemot, Deputy Chief Executive Officer
10.Approval of the components of the compensation andbenefits paid during the financial year ended March 31, 2022
or allocated in respect of the same financial year to Christian
Guillemot, Deputy Chief Executive Officer
11.Approval of the compensation policy applicable to the
Chairman and Chief Executive Officer
12.Approval of the compensation policy applicable to the Deputy
Chief Executive Officers
13.Approval of the compensation policy applicable to thedirectors
14.Appointment of Claude France as independent director
15.Setting of the total amount of compensation allocatedannually to directors
16.Renewal of the term of office of Mazars SA as Primary
Statutory Auditor
17.Non-renewal of the term of office and non-replacement of
CBA SARL as Alternate Statutory Auditor
18.Authorization granted to the Board of directors to trade in the
Company’s shares

EXTRAORDINARY GENERAL MEETING
19.Authorization granted to the Board of directors in order toreduce the share capital by cancelation of the own shares
held by the Company
20.Delegation of authority to the Board of directors to increase
the share capital through the capitalization of reserves,profits, premiums or other amounts that would be eligible forcapitalization
21.Delegation of authority to the Board of directors to increase
the share capital by issuing shares of the Company and/or
securities granting access to the share capital of theCompany or one of its subsidiaries and/or entitling holders to
the allocation of debt securities, with maintenance ofpreferential subscription rights
22.Delegation of authority to the Board of directors to increase
the share capital by issuing shares of the Company and/or
securities granting access to the share capital of theCompany or one of its subsidiaries and/or entitling holders to
the allocation of debt securities, with waiver of preferential
subscription rights through a public offering, excluding theoffers referred to in 1° of article L. 411-2 of the Frenchmonetary and financial code
23.Delegation of authority to the Board of directors to increase
the share capital by issuing shares of the Company and/or
securities granting access to the share capital of theCompany or one of its subsidiaries and/or entitling holders to
the allocation of debt securities, with waiver of preferential
subscription rights by public offering referred to in 1° ofarticle L. 411-2 of the French monetary and financial code
(formerly “private placement”)
24.Delegation of powers to the Board of directors to issue
shares and/or securities granting access to the share capital,
in order to remunerate contributions in kind granted to theCompany, with waiver of preferential subscription rights forshareholders
25.Delegation of authority to the Board of directors to increase
the share capital by issuing ordinary shares and/or compound
securities, with cancelation of the shareholders’ preferential
subscription rights, for the benefit of members of company
or Group savings schemes
26.Delegation of authority to the Board of directors to increase
the share capital by issuing ordinary shares and/or compound
securities, with cancelation of the shareholders’ preferential
subscription rights, reserved for employees and/or corporate
officers of certain subsidiaries of the Company within themeaning of article L. 233-16 of the French commercial code,for which the registered office is located outside France,
excluding company or Group savings schemes
27.Delegation of authority to the Board of directors to increase
the share capital by issuing ordinary shares and/or compound
securities, with cancelation of the shareholders’ preferential
subscription rights, reserved for categories of beneficiaries
under an employee share ownership offering
28.Authorization to the Board of directors to grant free ordinary
shares of the Company to employees, including all or someof the members of the Ubisoft group Executive Committee,
with the exception of the Company’s executive corporate
managing officers, subject of the twenty-ninth resolution
29.Authorization to the Board of directors to grant free ordinary
shares of the Company to the Company’s executive
corporate managing officers
30.Overall ceiling for share capital increases
31.Amendment to the Company’s articles of association in orderto remove the statutory clauses relating to preference shares

ORDINARY AND EXTRAORDINARY GENERAL MEETING
32.Powers for formalities

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2022 GENERAL MEETING

Presentation and text of draft resolutions t

88.2 PRESENTATION AND TEXT OF DRAFT RESOLUTIONS
8.2.1 Ordinary General Meeting
RESOLUTIONS 1 TO 3
Financial statements and allocation of earnings

1

Objective and purpose■ Resolutions 1 and 3: Shareholders are asked to approve the Company’s separate financial statements as well as theconsolidated financial statements of Ubisoft group for the financial year ended March 31, 2022, as approved by the Board of
directors on May 11, 2022 after review by the Audit Committee and certified without reservation by the Statutory Auditors(6.2 and 6.4 of the Universal Registration Document), as follows:2• the separate financial statements (6.3 of the Universal Registration Document), with a loss of €168,280,852.50;• the consolidated financial statements (6.1 of the Universal Registration Document), with a profit of €79,077,541.
■ Resolution 2: It is proposed that the loss as shown in the Company’s separate financial statements be allocated to the
Retained earnings account.

FIRST RESOLUTION

THIRD RESOLUTION

The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Board of directors’ report and the Statutory Auditors’
report on the separate financial statements, approves theseparate financial statements for the financial year ended
March 31, 2022 as presented to them, which show a loss of€168,280,852.50 together with the transactions reflected in thesefinancial statements or summarized in these reports.

The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Board of directors’ report on Group management andthe Statutory Auditors’ report on the consolidated financial
statements, approves the consolidated financial statements forthe financial year ended March 31, 2022 as presented to them,which show a profit of €79,077,541, together with thetransactions reflected in these financial statements orsummarized in these reports.

(Approval of the separate financial statements for the financial
year ended March 31, 2022)

SECOND RESOLUTION

3(Approval of the consolidated financial statements for thefinancial year ended March 31, 2022)

4
5

ended

6

The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Board of directors’ report, resolves to allocate the loss
for the financial year ended March 31, 2022, as follows:7(Allocation of earnings
March 31, 2022)

for

the

Loss

financialyear€(168,280,852.50)

Allocation to the Retained
earnings account€(168,280,852.50)

Prior Retained earnings€(315,616,067.00)

Balance of the Retained earnings
account after allocation€(483,896,919.50)

8
9The General Meeting, moreover, notes that no payment has been
made of dividends or of revenue granting entitlement to the 40%
reduction referred to in article 158, 3-2° of the French general tax
code (or of any revenue not granting entitlement to such
reduction) over the course of the previous three financial years.

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CONTENTS

2022 GENERAL MEETING

u Presentation and text of draft resolutions

RESOLUTION 4
Regulated agreements and commitments
Objective and purpose
The Statutory Auditors’ special report is presented in 6.5 of the Universal Registration Document.
■ Resolution 4: It is proposed to approve the Statutory Auditors’ special report on regulated agreements and commitments(articles L. 225-38, L. 225-40 et seq. and L. 22-10-13 of the French commercial code), it being specified that no new agreement
or commitment was submitted for the prior approval of the Board of directors during the financial year ended March 31, 2022.

FOURTH RESOLUTION(Approval of regulated agreements and commitments)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Statutory Auditors’ special report on those agreements
and commitments governed by articles L. 225-38 et seq. of theFrench commercial code, approves said report and acknowledges
that no new agreement and/or commitment has been authorized
and/or executed or has been continued in relation to the pastfinancial year.

RESOLUTIONS 5 TO 13
Compensation of corporate officers
Resolutions 5 to 10: “Ex Post” vote
Objective and purpose
In accordance with the provisions of article L. 22-10-34 of the French commercial code, it is proposed to submit an “Overall
Ex Post” resolution and five “Individual Ex Post” resolutions.
■ Resolution 5: The proposal is to approve, by way of the “Overall Ex Post” vote, all the components of the compensation of thecorporate officers referred to in I of article L. 22-10-9 of the same Code for the financial year ended March 31, 2022, as set out in
4.2.2.1 of the Universal Registration Document.

In accordance with article L. 22-10-34, II of the French commercial code, it is proposed that the fixed, variable and exceptional
components of the total compensation and benefits of any kind paid during the financial year ended March 31, 2022 orallocated for the same financial year in accordance with the compensation policy approved by the General Meeting ofJuly 1, 2021, as set out in 4.2.2.2 of the Universal Registration Document, be approved by the "Ex Post Individual" vote.
■ Resolution 6: Yves Guillemot, Chairman and Chief Executive Officer;■ Resolution 7: Claude Guillemot, Deputy Chief Executive Officer;■ Resolution 8: Michel Guillemot, Deputy Chief Executive Officer;■ Resolution 9: Gérard Guillemot, Deputy Chief Executive Officer; and■ Resolution 10: Christian Guillemot, Deputy Chief Executive Officer.
In accordance with the provisions of article L. 22-10-34, II of the French commercial code, the payment of the annual variable
compensation of the Chairman and Chief Executive Officer for the financial year ended March 31, 2022 is subject to the resultof the “Individual Ex Post” vote.

FIFTH RESOLUTION(Approval of all components of the compensation paid to thecorporate officers listed in I of article L. 22-10-9 of the Frenchcommercial code for the financial year ended March 31, 2022)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings,
approves, in application of the provisions of article L. 22-10-34, Iof the French commercial code, the information listed in I ofarticle L. 22-10-9 of the French commercial code, as presented in
the Company’s corporate governance report referred to in article
L. 225-37 of the same code and presented in the Company’s
Universal Registration Document (Chapter 4, section 4.2.2.1).

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SIXTH RESOLUTION(Approval of the components of the compensation and benefits
paid during the financial year ended March 31, 2022 or allocatedin respect of the same financial year to Yves Guillemot, Chairman
and Chief Executive Officer)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings,
approves, in application of the provisions of article L. 22-10-34, IIof the French commercial code, the fixed, variable andexceptional components making up the total compensation andbenefits of any kind whatsoever paid during the financial year
ended March 31, 2022 or allocated in relation to the samefinancial year to Yves Guillemot, due to his duties of Chairman
and Chief Executive Officer, as presented in the corporate
governance report defined in article L. 225-37 of the same code,
presented in the Company’s Universal Registration Document(Chapter 4, section 4.2.2.2).

CONTENTS

2022 GENERAL MEETING

Presentation and text of draft resolutions t

SEVENTH RESOLUTIONNINTH RESOLUTION

The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings,
approves, in application of the provisions of article L. 22-10-34, IIof the French commercial code, the fixed, variable andexceptional components making up the total compensation andbenefits of any kind whatsoever paid during the financial year
ended March 31, 2022 or allocated in relation to the samefinancial year to Claude Guillemot, due to his duties of Deputy
Chief Executive Officer, as presented in the corporate
governance report defined in article L. 225-37 of the same code,
presented in the Company’s Universal Registration Document(Chapter 4, section 4.2.2.2).

The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings,
approves, in application of the provisions of article L. 22-10-34, IIof the French commercial code, the fixed, variable andexceptional components making up the total compensation andbenefits of any kind whatsoever paid during the financial year
ended March 31, 2022 or allocated in relation to the samefinancial year to Gérard Guillemot, due to his duties of Deputy
Chief Executive Officer, as presented in the corporate
governance report defined in article L. 225-37 of the same code,
presented in the Company’s Universal Registration Document(Chapter 4, section 4.2.2.2).

EIGHTH RESOLUTIONTENTH RESOLUTION

The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings,
approves, in application of the provisions of article L. 22-10-34, IIof the French commercial code, the fixed, variable andexceptional components making up the total compensation andbenefits of any kind whatsoever paid during the financial year
ended March 31, 2022 or allocated in relation to the samefinancial year to Michel Guillemot, due to his duties of Deputy
Chief Executive Officer, as presented in the corporate
governance report defined in article L. 225-37 of the same code,
presented in the Company’s Universal Registration Document(Chapter 4, section 4.2.2.2).

The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings,
approves, in application of the provisions of article L. 22-10-34, IIof the French commercial code, the fixed, variable andexceptional components making up the total compensation andbenefits of any kind whatsoever paid during the financial year
ended March 31, 2022 or allocated in relation to the samefinancial year to Christian Guillemot, due to his duties of Deputy
Chief Executive Officer, as presented in the corporate
governance report defined in article L. 225-37 of the same code,
presented in the Company’s Universal Registration Document(Chapter 4, section 4.2.2.2).

(Approval of the components of the compensation and benefits
paid during the financial year ended March 31, 2022 or allocatedin respect of the same financial year to Claude Guillemot, Deputy
Chief Executive Officer)(Approval of the components of the compensation and benefits
paid during the financial year ended March 31, 2022 or allocatedin respect of the same financial year to Michel Guillemot, Deputy
Chief Executive Officer)

8(Approval of the components of the compensation and benefits
paid during the financial year ended March 31, 2022 or allocatedin respect of the same financial year to Gérard Guillemot, Deputy
Chief Executive Officer)

1
2(Approval of the components of the compensation and benefits
paid during the financial year ended March 31, 2022 or allocatedin respect of the same financial year to Christian Guillemot,
Deputy Chief Executive Officer)

3
4
5

Resolutions 11 to 13: “Ex Ante” vote

6

Objective and purpose
In accordance with the provisions of article L. 22-10-8, II of the French commercial code, it is proposed that the compensation
policy, as set out in 4.2.1 of the Universal Registration Document, be submitted to a vote:■ Resolution 11: for the Chairman and Chief Executive Officer;■ Resolution 12: for the Deputy Chief Executive Officers; and■ Resolution 13: for the directors.

7

ELEVENTH RESOLUTIONTWELFTH RESOLUTION

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

The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings,
approves, in application of the provisions of article L. 22-10-8, II of
the French commercial code, the compensation policy applicableto the Deputy Chief Executive Officers, as presented in thecorporate governance report referred to in article L. 225-37 of theFrench commercial code and presented in the Company’s
Universal Registration Document (Chapter 4, section 4.2.1).

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

8(Approval of the compensation policy applicable to the Deputy
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THIRTEENTH RESOLUTION(Approval of the compensation policy applicable to the directors)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings,
approves, in application of the provisions of article L. 22-10-8, II of
the French commercial code, the compensation policy applicableto the directors, as presented in the corporate governance reportreferred to in article L. 225-37 of the French commercial code andpresented in the Company’s Universal Registration Document(Chapter 4, section 4.2.1).

RESOLUTION 14
Appointment of an independent director
Objective and purpose■ Resolution 14: Your Board of directors is concerned on the one hand with continuing its approach in terms of diversity of profiles,
complementary experience, expertise, and on the other hand with strengthening its composition, and therefore proposes,
following the selection procedure steered by the Nomination, Compensation and Governance Committee, to appoint Claude
France, as an independent director for a period of three years.
Claude France’s profile meets the characteristics identified and sought as part of the selection process carried out by the
Nomination, Compensation and Governance Committee. The appointment of Claude France will, subject to the favorable vote of theGeneral Meeting, increase the rate of independent directors to 54.54% and of women on the Board of directors to 45.45%.

Claude France’s biography is provided in section 4.1.1.4 of the Universal Registration Document.

FOURTEENTH RESOLUTION(Appointment of Claude France as independent director)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Board of directors’ report, resolves to appoint Claude

France as a director for a period of three years, which will expire
at the end of the Ordinary General Meeting convened to approve
the financial statements for the year ended March 31, 2025.

RESOLUTION 15
Maximum overall amount allocated to directors’ compensation
Objective and purpose■ Resolution 15: It is proposed to increase the annual amount allocated to the members of the Board of Directors ascompensation for their activities, until the General Meeting decides otherwise, to €850,000: this review increases the annual
budget compared to that set in 2017 solely to take into account changes in the number of directors on the Board of directors
and/or committees.

FIFTEENTH RESOLUTION(Setting of the total amount of compensation allocated annually to directors)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Board of directors’ report, resolves to set at €850,000

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the maximum annual total amount allocated to directors incompensation for their activities, to be distributed by the Board of
directors, until further resolution by the General Meeting.

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8

RESOLUTIONS 16 TO 17
Statutory Auditors
Objective and purpose■ Resolution 16: It is proposed that the term of office of the Statutory Auditor Mazars SA be renewed for a period of
six financial years.
■ Resolution 17: It is proposed, by virtue of the opportunity offered by article L. 823-1, I-paragraph 2, of the French commercial
code, to record the termination of the term of office of Alternate Statutory Auditor CBA SARL and not to renew and/or
replace its term.

SIXTEENTH RESOLUTIONSEVENTEENTH RESOLUTION

The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings,
acknowledging that the term of office of Mazars SA will expire at
the close of this Meeting, resolves to renew said appointment fora term of six financial years, expiring at the close of the Ordinary
General Meeting convened to approve the financial statements
for the financial year ending March 31, 2028.

The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, notingthat the term of office of the Alternate Statutory Auditor CBA
SARL expires at the end of this Meeting, resolves, by virtue ofthe opportunity offered by the provisions of article L. 823-1, Iparagraph 2, of the French commercial code, not to renew or
replace the Alternate Statutory Auditor.

(Renewal of the term of office of Mazars SA as Primary Statutory
Auditor)1(Non-renewal of the term of office and non-replacement of
CBA SARL as Alternate Statutory Auditor)

2
3

RESOLUTION 18

4

Share buyback program
Objective and purpose■ Resolution 18: As is the case each year, it is proposed to renew the authorization granted to the Board of directors to acquire
shares in the Company as part of the share buyback program.

5

The objectives of the buyback program are detailed in 2. of Resolution 18 and the description of the buyback program isset out in 7.2.4.4 of the Universal Registration Document. These objectives include the cancelation of the treasury shares
held by the Company, the subject of Resolution 19.
In the event of a public offering for shares or securities issued by the Company, this authorization may only be used for the
purpose of fulfilling commitments to deliver securities, as part of the employee share ownership plans, pledged andannounced prior to the launch of the offer.

6

At April 30, 2022, the Company held 2,463,583 shares, representing 1.97% of its share capital, including 92,532 shares under theliquidity agreement and 2,371,051 shares allocated to the hedging objective of employee share ownership plans.

• Ceiling: 10% of the share capital on the buyback date.

7• Maximum buyback price: €120 per share (excluding acquisition costs).
• Indicative maximum budget (based on the share capital and own shares as at April 30, 2022): €1,207,179,240,
corresponding to 10,059,827 shares.
• Duration of authorization: 18 months.

8

EIGHTEENTH RESOLUTION(Authorization granted to the Board of directors to trade in the Company’s shares)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Board of directors’ report including the description of thetreasury share buyback program pursuant to articles 241-1 et seq.
of the General Regulation of the French Financial Markets
Authority (Autorité des Marchés Financiers (AMF)) and inaccordance with the provisions of articles L. 22-10- 62 et seq. of
the French commercial code and with (EU) Regulation
no. 596/2014 of the European Parliament and of the Council ofApril 16, 2014 and the corresponding delegated regulations:
1. authorizes the Board of directors, with the option to subdelegate in accordance with the legal and regulatory
provisions, to proceed directly or indirectly via the Company

with the purchase of its own shares, up to a maximum
number of shares representing:9• 10% of the existing share capital, at any time whatsoever,this percentage being applied to the capital adjusted on thebasis of transactions having an impact thereupon after
the date of this Meeting (it being stipulated that when theshares are acquired for the purpose of market-making
activities in the context of a liquidity agreement under theconditions set out below, the number of shares taken into
consideration for the calculation of this 10% limit
corresponds to the number of shares purchased, after
deduction of the number of shares sold during the term of
this authorization), or

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u Presentation and text of draft resolutions• 5% of the share capital for shares purchased by theCompany for retention and subsequent delivery as
payment or in exchange in the context of external growth
operations (mergers, de-mergers, or contributions), in
accordance with the law;

• all acquisitions completed by the Company on the basis of
this authorization shall not lead to the number of shares
held directly or indirectly by the Company becoming morethan 10% of the total number of shares making up theshare capital,

2. resolves that this authorization may be used for the following
purposes:• shares may be bought back, assigned, transferred or
exchanged, on one or more occasions, directly or by any
third party under the conditions set out in article
L. 225-206, II of the French commercial code, on any
market or off market, including via Multilateral Trading
Facilities (MTF) or any systematic internalizer or over-thecounter, via any means including the acquisition orassignment of blocks of shares, via derivative financial
instruments or securities granting access to theCompany’s share capital and via the introduction of option
strategies, in accordance with the legal and statutory
provisions applicable as of the date of the transactions inquestion;• to ensure the liquidity and activity of Ubisoft Entertainment
SA share using an investment services provider acting
independently under a liquidity agreement in accordancewith AMF Decision no. 2021-01 of June 22, 2021,• to meet the obligations related to the share purchase
option or free share grant programs, or carry out all othergrants or disposals of shares for the benefit of employees
and/or executive corporate managing officers of the Groupor for the benefit of some of them, notably as part of allcompany or Group savings schemes, or profit sharing, or toallow hedging of an employee share ownership offering
structured by a bank, or by an entity controlled by such an
establishment under the meaning of article L. 233-3 of theFrench commercial code, taking place at the Company’s
request,• for retention for delivery at a later date in exchange or as
payment for external growth operations,• to deliver them upon the exercise of rights attached tosecurities representing debt securities giving access, by
any means, immediately and/or at a future date, to theCompany’s share capital through redemption, conversion,exchange, presentation of a warrant or any other means,• to cancel in whole or in part any shares repurchased under
the conditions defined by law, subject to the adoption of
the nineteenth resolution by the Extraordinary General
Meeting,• to implement all recognized market practices or practices
that may come to be admitted in law or by AMF after thedate of this Meeting and, more generally, to complete alltransactions in compliance with current legislation;
3. resolves that:• the maximum authorized unitary purchase price (excluding
costs) shall not exceed €120, it being stipulated that in theevent of transactions involving the share capital, inparticular via the capitalization of reserves followed by the
granting and creation of free shares and/or a stock split orreverse stock split, the maximum unitary purchase priceand the maximum program value shall be adjusted
accordingly – as an indication, on the basis of the sharecapital as at April 30, 2022 comprised of 125,234,102
shares, less the 2,463,583 treasury shares held by theCompany as at this date, a maximum of 10,059,827
shares, representing a maximum of €1,207,179,240,306

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

4. resolves that, other than with the prior authorization of theGeneral Meeting, the Board of directors shall not be able toapply this delegation of authority once a third party has
submitted a public offer for the Company’s shares, up until
the expiry of the offer period, excluding in the event of thedelivery of shares as part of employee share ownership plans
pledged and announced prior to the launch of the offer;
5. grants all powers to the Board of directors, with the option to
sub-delegate in accordance with the legal and regulatory
conditions:• to apply and implement this authorization, determine thedetailed methods for such implementation, place all stock
exchange orders, execute all agreements, draw up all
documents and in particular information memoranda,
complete in accordance with the legal provisions any
allocation or re-allocation of the shares acquired, complete
all formalities and filings with all bodies, and, moregenerally, do whatever may be necessary for the
implementation of this authorization,• should the law or the AMF extend or complete theobjectives authorized for share buyback programs, in orderto prepare a description of the amended program includingthese modified objectives.
The Board of directors shall inform the Annual General Meeting,in accordance with the legal conditions, about all transactions
completed by virtue of this authorization.
This authorization has been granted for a period of eighteenmonths as from the date of this Meeting and renders ineffective
the unused portion of any earlier authorization relating to thesame subject.

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8

8.2.2 Extraordinary General Meeting
RESOLUTION 19
Cancelation of treasury shares
Objective and purpose■ Resolution 19: As a consequence of the above resolution, it is proposed to renew the authorization granted to the Board of
directors for the purpose of canceling all or part of the treasury shares held by the Company by way of a reduction in its sharecapital, as part of the share buyback program.

1• Ceiling: 10% of the share capital per 24-month period.
• Duration of authorization: 18 months.

2

NINETEENTH RESOLUTION(Authorization granted to the Board of directors in order to reduce the share capital by cancelation of the own shares held by theCompany)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report and the Statutory
Auditors’ special report, and in accordance with the provisions ofarticles L. 22-10-62 of the French commercial code:
1. authorizes the Board of directors to proceed, at its sole
discretion, on one or more occasions, with a share capital
reduction, up to a maximum of 10% of the Company’s sharecapital per period of twenty-four months, via the cancelationof all or part of the shares held by the Company or potentiallyheld as a consequence of the various share purchaseauthorizations granted by the General Meeting to the Board of
directors;

2. grants full powers to the Board of directors, with the option to
sub-delegate in accordance with the legal and regulatory
conditions, for the purpose of the completion of suchtransactions within the limits and at the times decided by the
Board, to set the corresponding terms and conditions, toproceed with the necessary charges against all available
reserve or bonus accounts, to make the corresponding
modifications to the articles of association, and, moregenerally, to make all decisions and complete all formalities.

3
4This authorization has been granted for a period of eighteenmonths as from the date of this Meeting and renders ineffective
the unused portion of any earlier authorization relating to thesame subject.

5
6
7
8
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RESOLUTIONS 20 TO 24
Financial authorizations
It is proposed to renew the so-called “financial” delegations granted to the Board of directors by the General Meeting ofJuly 2, 2020 – these delegations cannot be used during a public offering for the Company’s shares.
These resolutions, presented individually below, would enable the Company to increase its equity through the issue of shares (the“Ubisoft Shares”) or any securities representing debt securities granting access, immediately and/or in the future, to Ubisoft
Shares (the “Securities”), with or without preferential subscription rights (“PSRs”), or through the capitalization of reserves,profits, premiums or other.
The amounts proposed are presented at par value, bearing in mind that the par value of the Ubisoft share is €0.0775.
The summary table on the use of financial delegations and authorizations in force as of March 31, 2022 is set out in 7.2.3 of the
Universal Registration Document.

€10,000,000

R. 21 ä with maintenance of PSR (1)€2,400,000 or approximately
25% of K (4)R. 22

Public offering (2)(1)ä with waiver of PSR

R. 23

Public offering (L. 411-2 1°
French monetaryand financial code) (3)〉R. 24 ä remuneration by contributions in kind (1)€950,000 or approximately
10% of K (4)〉10% maximum of K (4)

〉

R. 30

through the capitalization of reserves, profits

R. 20 äor premiums

Joint ceiling

The conditions and ceilings provided for in these resolutions are summarized below (“R”: Resolution/”K”: capital).

〉

Nominal ceiling€3,500,000
or approximately
36% of K (4)including R. 25
to R. 27
(employee shareownership) (5)(1) The total nominal amount of securities representing debt securities may not exceed €1,000,000,000(2) Offers not referred to in article L. 411-2, 1° of the French monetary and financial code with the right to grant a priority period to shareholders(3) Offers exclusively addressed to a restricted circle of investors acting on their own behalf or to qualified investors (formerly “private placement”)(4) Share capital at April 30, 2022 of €9,705,642.91(5) Excluding free share allocation plans (resolutions 28 and 29)

Resolution 20: Capital increases through the capitalization of reserves, profits, premiums or otherObjective and purpose■ Resolution 20: It is proposed to delegate to the Board of directors the possibility of increasing the Company’s share capitalthrough the capitalization of reserves, profits, premiums or any other amounts that would be eligible for capitalization.

• Ceiling: €10,000,000 (separate and autonomous ceiling justified by the nature of the capitalizations (either by allocating freeshares to shareholders or by increasing the par value of existing shares)), that is, without dilution for shareholders andwithout modification of the Company’s equity.
• Duration of authorization: 26 months.

TWENTIETH RESOLUTION(Delegation of authority to the Board of directors to increase the share capital through the capitalization of reserves, profits, premiums
or other amounts that would be eligible for capitalization)
The General Meeting, voting in extraordinary form in accordancewith the quorum and majority conditions required for ordinary
general meetings, having read the Board of directors’ report andin accordance with the provisions of articles L. 225-129 et seq.
and L. 22-10-49 et seq. of the French commercial code, inparticular articles L. 225-129-2, L. 225-130 and L. 22-10-50 of saidCode:
1. delegates to the Board of directors, with the option of subdelegation under the legal and regulatory conditions, its
authority to decide to increase the share capital, in one ormore installments, in the proportions and at the times it
deems appropriate, by capitalization of all or part of thereserves, profits, premiums or any other sums whose
capitalization would be admitted, to be realized by raising thepar value of the existing shares or in the form of the allocationof free shares or by the joint use of these two processes;

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2. resolves that:• the maximum nominal amount of the capital increase(s),immediately and/or in the future, which may be decided by
the Board of directors pursuant to this delegation of
authority, may not exceed €10,000,000,• the limit of this delegation is autonomous and separate
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Presentation and text of draft resolutions t• in addition to this amount, where applicable, the par valueof the shares to be issued in order to preserve, in
accordance with the legal and regulatory provisions and theapplicable contractual provisions providing for other casesof adjustments, the rights of holders of securities granting
access to the share capital shall be added;

be negotiable or transferable and that the corresponding
securities will be sold – the sums resulting from the sale
being allocated to the holders of the rights within the time
limit and the conditions provided for by the applicable law
and regulations,

3. resolves that the Board of directors shall not be able to apply
this delegation of authority once a third party has submitted apublic offer for the Company’s shares, up until the expiry of
the offer period;• set and make any adjustments to take into account the
impact of transactions on the Company’s share capital andset the terms according to which, where applicable,
the rights of holders of securities granting access to theCompany’s share capital will be preserved,

4. delegates all powers to the Board of directors, with the rightof sub-delegation under the conditions set by law, toimplement this delegation of authority, and in particular:• record the completion of each capital increase and makethe corresponding amendments to the articles ofassociation,• set the terms of issue, the amount and nature of the sums
to be incorporated in the share capital,• in general, enter into any agreement, take all measures andcarry out any formalities necessary for the issue, listing andfinancial servicing of securities issued under this delegationof authority and the exercise of the rights attached thereto
or subsequent to the capital increases carried out.

• set the number of new shares to be issued and/or theamount of which the par value of the existing sharescomprising the share capital will be increased,• set the date, even retroactive, from which the new shares
will bear rights or the date on which the increase in the parvalue will take effect,• decide, where applicable and in accordance with theprovisions of articles L. 225-130 and L. 22-10-50 of
the French commercial code, that fractional rights shall not

81
2This delegation has been granted for a period of twenty-six
months as from the date of this Meeting and renders ineffective
the unused portion of any earlier delegation relating to the same
subject.

3

Resolution 21: Issue of shares and/or securities granting access to the share capitalwith maintenance of preferential subscription rights

4

Objective and purpose■ Resolution 21: It is proposed to delegate to the Board of directors the possibility of increasing the capital of the Company
with maintenance of the PSR by issuing Ubisoft Shares or Securities granting access to the share capital of Ubisoft or one ofits subsidiaries.

5

As indicated above, this resolution would allow the Company to raise funds, if necessary, by soliciting all shareholders inorder to have the resources necessary for the development of the Company and the Group.
The shareholders will have, in proportion to the number of their shares, a PSR on an irreducible basis and, if the Board so
decides, on a reducible basis, to the Ubisoft Shares and the Securities that would be issued on the basis of this resolution.

6• Ceilings:▪

Capital increase: €2,400,000 within the overall ceiling of €3,500,000 (resolution 30);▪

Debt securities giving immediate or long-term access to the share capital: €1,000,000,000 – joint ceiling (resolutions
21 to 24).

7

• Duration: 26 months.

TWENTY-FIRST RESOLUTION(Delegation of authority to the Board of directors to increase the share capital by issuing shares of the Company and/or securities
granting access to the share capital of the Company or one of its subsidiaries and/or entitling holders to the allocation of debt securities,
with maintenance of preferential subscription rights)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report and the Statutory
Auditors’ special report and in accordance with the provisions ofarticles L. 225-129 et seq. and L. 22-10-49 et seq. of the Frenchcommercial code, in particular articles L. 225-129-2 andL. 225-132 to L. 225-134 and the provisions of articles L. 228-91
et seq. of said Code:
1. delegates to the Board of directors, with the option of subdelegation under legal and regulatory conditions, its authority
to carry out, on one or more occasions, in the proportions andat the times it deems appropriate, both in France and abroad,in euros or in any other currency or unit of account establishedby reference to several currencies, the issue, withmaintenanceshareholders:ofpreferential

subscription

rights8

for•of ordinary shares of the Company, and/or•of securities that are (i) equity securities granting access toother equity securities of the Company or of a company inwhich the Company directly or indirectly owns more thanhalf of the share capital (a “Subsidiary”) and/or entitlingholders to the allocation of debt securities of the Company
or a Subsidiary, and/or (ii) debt securities that may giveaccess to or giving access to equity securities to be issued
by the Company or a Subsidiary,

9it being specified that the subscription may be made either incash or by offsetting claims;

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2. resolves to set as follows the amounts of the issues
authorized in the event of use by the Board of directors of thisdelegation of authority:•

the maximum nominal amount of the share capitalincreases that may be carried out immediately and/or in the
future by virtue of this authorization may not exceed€2,400,000 (or its equivalent value in any other currency orunit of account established by reference to several
currencies), it being specified that this amount will be
deducted from the overall limit of €3,500,000 provided forin the thirtieth resolution of this Meeting,• the par value of the Company’s ordinary shares to beissued, where appropriate, to preserve, in accordance withthe law and applicable contractual stipulations specifying
other cases of adjustments, the rights of holders of
securities or other rights granting access to the sharecapital of the Company, shall be added to this maximum,•

the maximum nominal amount of the securities
representing debt securities that may be issued under thisdelegation of authority may not exceed €1,000,000,000(or the equivalent value of this amount on the issue date),
it being specified that this amount is common to all debt
securities whose issue is delegated to the Board of
directors by this Meeting;

3. resolves that shareholders may exercise, under the conditions
provided for by law, their preferential subscription rights on an
irreducible basis and that the Board of directors shall also havethe right to grant shareholders the right to subscribe, on a
reducible basis, to a greater number of shares and/or
securities than they may subscribe on an irreducible basis,in proportion to the subscription rights at their disposal and,in any event, within the limit of their request;
4. resolves that if subscriptions on an irreducible basis and,
where applicable, on a reducible basis, have not absorbed theentire issue of shares or securities granting access to theshare capital issued pursuant to this resolution, the Board of
directors may use, in the order it shall determine, the powers
offered by article L. 225-134 of the French commercial code,or some of them only, and in particular that of offering all orpart of the unsubscribed securities to the public on the Frenchor foreign market;
5. resolves that the issue of share warrants of the Company may
be carried out by subscription offer but also by free allocation
to the holders of shares in the Company, it being specified
that the Board of directors shall have the option to decide thatthe allocation rights constituting fractional shares will not be
negotiable or transferable and that the corresponding shares
will be sold;
6. resolves that, other than with the prior authorization of theGeneral Meeting, the Board of directors shall not be able toapply this delegation of authority once a third party has
submitted a public offer for the Company’s shares, up until
the expiry of the offer period;
7. acknowledges that this delegation automatically implies theexpress waiver by shareholders of their preferential
subscription rights to the Company’s shares to which thesecurities issued on the basis of this delegation of authority
may give immediate and/or future rights;

8. resolves that the Board of directors has full powers, with theright of sub-delegation, under the legal and regulatory
conditions, to implement this delegation of authority and inparticular:• determine the characteristics, amounts and terms of allissues as well as the securities and/or securities to beissued,• set the opening and closing dates for subscriptions,determine the class of securities issued and set theirsubscription price, with or without premium, the terms of
their payment, their vesting date even retroactively or theterms for exercising the rights attached to the securities
issued (where applicable, in particular, conversion rights,
exchange or redemption rights, including by remitting
assets such as securities already issued by the Company
or a Subsidiary),• also decide, in the event of the issue of debt securities,
whether subordinated or not (and, where applicable, theirseniority rank, in accordance with the provisions of article
L. 228-97 of the French commercial code), set theirinterest rate (in particular fixed or variable rate interest, orzero or indexed coupon interest) and provide, whereapplicable, mandatory or optional cases of suspension or
non-payment of interest, provide for their duration, thepossibility of reducing or increasing the par value of the
securities and the other terms of issue (including granting
them guarantees or sureties) and amortizations (including
repayment by remittance of assets), set the conditions
under which these securities will give access to theCompany’s share capital; provide that the securities may
be redeemed on the stock exchange or a public tender or
exchange offer by the Company; modify, during the lifeof the securities concerned, the terms referred to above, in
accordance with the applicable formalities,• on its sole initiative, charge the share premium(s) inparticular the costs, duties and fees resulting from thecompletion of the issues,• provide for the option of suspending the exercise of rights
attached to the securities issued in accordance with legal
and regulatory provisions,• determine and make any adjustments intended to take into
account the impact of transactions, particularly on the
Company’s shareholders’ equity, and set all procedures toensure, in accordance with legal and regulatory provisions
and, where applicable, contractual provisions, thepreservation of the rights of holders of securities granting
access to the Company’s share capital (including by meansof cash adjustments),• generally take all necessary measures and enter into any
agreements to ensure that the proposed issues are
successfully completed, take all measures and carry out
any formalities that are relevant to the financial service ofthe securities issued under this delegation of authority andto the exercise of the rights attached thereto, to record thecompletion of the capital increase(s) resulting from any
issue carried out by the use of this delegation of authority
and to amend the articles of association accordingly andto carry out any formalities required for the admission to
trading of the securities issued.
This delegation has been granted for a period of twenty-six
months as from the date of this Meeting and renders ineffective
the unused portion of any earlier delegation relating to the same
subject.

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8Resolutions 22 and 23: Issue of shares and/or securities granting access to the share capitalwith waiver of preferential subscription rights
Objective and purpose
It is proposed to delegate to the Board of directors the possibility of increasing the share capital of the Company with waiver of
PSR, by issuing Ubisoft Shares or Securities granting access to the share capital of Ubisoft or one of its subsidiaries, by way of apublic offering. These resolutions could be used to carry out an investment of securities under the best possible conditions,particularly when the speed of transactions is an essential condition for their success or when issues are made on foreign
financial markets.
■ Resolution 22:• offers not referred to in 1° of article L. 411-2 of the French monetary and financial code with the right to grant a priority
period to shareholders;• would also allow compensation in securities as part of a public exchange offer in France or abroad for a target
company, including shares admitted for trading on one of the regulated markets referred to in article L. 22-10-54 of theFrench commercial code.
■ Resolution 23:• offers exclusively addressed to a restricted circle of investors acting on their own behalf or to qualified investors(formerly “private placement”).
■ Resolutions 22 and 23:• Discount: 10% (maximum discount authorized by the legal and regulatory provisions applicable to these resolutions);

1
2• Ceilings:•▪

Capital increase: €950,000 – joint ceiling (resolutions 22 and 23) within the overall ceiling of €3,500,000 (resolution 30);▪

Debt securities giving immediate or long-term access to the share capital: €1,000,000,000 – joint ceiling (resolutions
21 to 24).

3

Duration: 26 months.

4

TWENTY-SECOND RESOLUTION(Delegation of authority to the Board of directors to increase the share capital by issuing shares of the Company and/or securities
granting access to the share capital of the Company or one of its subsidiaries and/or entitling holders to the allocation of debt securities,
with waiver of preferential subscription rights through a public offering, excluding the offers referred to in 1° of article L. 411-2 of theFrench monetary and financial code)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report and the Statutory
Auditors’ special report and in accordance with the provisions ofarticles L. 225-129 et seq. and L. 22-10-49 et seq. of the Frenchcommercial code, in particular articles L. 225-129-2, L. 225-135,
L. 225-136, L. 22-10-51 and L. 22-10-52 and the provisions ofarticles L. 228-91 et seq. of said Code:
1. delegates to the Board of directors, with the option of subdelegation under legal and regulatory conditions, its authority
to carry out, on one or more occasions, in the proportions andat the times it deems appropriate, both in France and abroad,in euros or in any other currency or unit of account establishedby reference to several currencies by way of a public offering,excluding the offers referred to in 1° of article L. 411-2 of theFrench monetary and financial code, the issue with waiver ofpreferential subscription rights of the shareholders:•of ordinary shares of the Company, and/or•of securities that are (i) equity securities granting access toother equity securities of the Company or of a company inwhich the Company directly or indirectly owns more thanhalf of the share capital (a “Subsidiary”) and/or entitlingholders to the allocation of debt securities of the Company
or a Subsidiary, and/or (ii) debt securities that may giveaccess to or giving access to, immediately and/or in the
future, to equity securities to be issued by the Company ora Subsidiary,

5

2. resolves that issues carried out under this delegation of
authority may be associated, in the context of the same issue
or of several issues carried out jointly, with one or more offers
referred to in 1° of article L. 411-2 of the French monetary andfinancial code decided pursuant to the twenty-third resolution
submitted to this Meeting;6

3. resolves to set as follows the amounts of the issues
authorized in the event of use by the Board of directors of thisdelegation of authority:•

7

the maximum nominal amount of the share capitalincreases that may be carried out, immediately and/or in
the future, by virtue of this delegation of authority, may notexceed €950,000 (or its equivalent value in any othercurrency or unit of account established by reference toseveral currencies), it being specified that (i) this amount isan overall ceiling for all capital increases that may be
carried out pursuant to the twenty-second, twenty-third
and twenty-fourth resolutions submitted to this Meeting,and that (ii) this amount will be deducted from the overall
limit of €3,500,000 provided for in the thirtieth resolution ofthis Meeting,89• the par value of the Company’s shares to be issued, whereappropriate, to preserve, in accordance with the law andapplicable contractual stipulations specifying other cases ofadjustments, the rights of holders of securities or otherrights giving access to the share capital of the Company,
shall be added to this maximum,

it being specified that the subscription may be made either incash or by offsetting claims;

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the maximum nominal amount of the securities
representing debt securities that may be issued under thisdelegation of authority may not exceed the limit set in thesecond paragraph of point 2. of the twenty-first resolution
from which it shall be deducted;

4. resolves to remove the preferential subscription rights ofshareholders to shares and securities granting access to theshare capital or entitling holders to the allocation of debt
securities that may be issued under this authorization, it being
understood that the Board of directors shall have the option,
pursuant to articles L. 22-10-51, paragraph 1 and R. 225-131 of
the French commercial code, to grant the shareholders for allor part of the issue, a priority subscription period that does notgive rise to the creation of negotiable rights and which must
be exercised in proportion to the number of shares held by
each shareholder, for a period of time and according to theprocedures that it shall determine;
5. resolves that if the subscriptions have not absorbed the entire
issue of ordinary shares or securities giving access to theshare capital, the Board of directors may use, in the order it
determines, the powers offered by article L. 225-134 of theFrench commercial code, or some of them;
6. resolves that, other than with the prior authorization of theGeneral Meeting, the Board of directors shall not be able toapply this delegation of authority once a third party has
submitted a public offer for the Company’s shares, up until
the expiry of the offer period;
7. acknowledges that this delegation automatically implies theexpress waiver by the shareholders of their preferential
subscription rights to the Company’s shares to which thesecurities that are issued on the basis of this delegation of
authority may give immediate or future rights;
8. takes note of the fact that:• the issue price of the shares will be at least equal to theminimum provided for by the laws and regulations
applicable at the time of use of this delegation of authority(or, for information purposes, on the date of this Meeting, aprice at least equal to the weighted average of the quoted
prices of the Company’s ordinary share during the last
three trading sessions on the regulated market of Euronext
Paris preceding the beginning of the public offering within
the meaning of Regulation (EU) no. 2017/1129 of June 14,
2017, potentially reduced by a maximum discount of 10%),after adjusting, where applicable, that amount to take into
account the difference in entitlement date, and• the issue price of the securities shall be such that the sum
received immediately by the Company plus, whereapplicable, the sum likely to be received subsequently by
the Company, or, for each ordinary share issued as a resultof the issue of such securities, at least equal to theminimum price referred to in the preceding paragraph;

9. resolves that the Board of directors has full powers, with theright of sub-delegation, under the legal and regulatory
conditions, to implement this delegation of authority and inparticular:• determine the characteristics, amounts and terms of allissues as well as the securities to be issued,• set the opening and closing dates for subscriptions,determine the category of securities issued and set theirsubscription price, with or without premium, the terms of
their payment, their vesting date even retroactively or theterms and conditions for exercising the rights attached tothe securities issued (if applicable, conversion rights,
exchange, redemption, including by remittance of assets
such as securities already issued by the Company or a
Subsidiary),• also decide, in the event of the issue of debt securities,
whether subordinated or not (and, where applicable, theirseniority rank, in accordance with the provisions of article
L. 228-97 of the French commercial code), set theirinterest rate (in particular fixed or variable rate interest, orzero or indexed coupon interest) and provide, whereapplicable, mandatory or optional cases of suspension or
non-payment of interest, provide for their duration, thepossibility of reducing or increasing the par value of the
securities and the other terms of issue (including granting
them guarantees or sureties) and amortizations (including
repayment by remittance of assets), set the conditions
under which these securities will give access to theCompany’s share capital; provide that the securities may
be redeemed on the stock exchange or via a public tenderor exchange offer by the Company; modify, during the lifeof the securities concerned, the terms referred to above, in
accordance with the applicable formalities,• on its sole initiative, charge the share premium(s), including
costs, duties and fees resulting from the completion of theissues,• provide for the option of suspending the exercise of rights
attached to the securities issued in accordance with legal
and regulatory provisions,• determine and make any adjustments intended to take into
account the impact of transactions, particularly on the
Company’s shareholders’ equity, and set all procedures toensure, in accordance with legal and regulatory provisions
and, where applicable, contractual provisions, thepreservation of the rights of holders of securities granting
access to the Company’s share capital (including by meansof cash adjustments),• generally take all necessary measures and enter into any
agreements to ensure that the proposed issues are
successfully completed, take all measures and carry out
any formalities that are relevant to the financial service ofthe securities issued under this delegation of authority andto the exercise of the rights attached thereto, to record thecompletion of the capital increase(s) resulting from any
issue carried out by the use of this delegation of authority
and to amend the articles of association accordingly andto carry out any formalities required for the admission to
trading of the securities issued.
This delegation has been granted for a period of twenty-six
months as from the date of this Meeting and renders ineffective
the unused portion of any earlier delegation relating to the same
subject.

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8

TWENTY-THIRD RESOLUTION(Delegation of authority to the Board of directors to increase the share capital by issuing shares of the Company and/or securities
granting access to the share capital of the Company or one of its subsidiaries and/or entitling holders to the allocation of debt securities,
with waiver of preferential subscription rights through a public offering referred to in 1° of article L. 411-2 of the French monetary andfinancial code (formerly “private placement”))
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report and the Statutory
Auditors’ special report and in accordance with the provisions ofarticles L. 225-129 et seq. and L. 22-10-49 et seq. of the Frenchcommercial code, in particular articles L. 225-129-2, L. 225-135,
L. 225-136, L. 22-10-51 and L. 22-10-52 and the provisions ofarticles L. 228-91 et seq. of the Code:
1. delegates to the Board of directors, with the option of subdelegation under legal and regulatory conditions, its authority
to carry out, on one or more occasions, in the proportions andat the times it deems appropriate, both in France and abroad,in euros or in any other currency or unit of account establishedby reference to several currencies, by way of a public offering
meeting the conditions set out in point 1 of article L. 411-2 ofthe French monetary and financial code, the issue, withwaiver of the preferential subscription rights of theshareholders:•of ordinary shares of the Company, and/or•of securities that are (i) equity securities giving access toother equity securities of the Company or of a company inwhich the Company directly or indirectly owns more thanhalf of the share capital (a “Subsidiary”) and/or entitlingholders to the allocation of debt securities of the Company
or a Subsidiary, and/or (ii) debt securities that may give or
give access to equity securities to be issued by theCompany or a Subsidiary,

it being specified that the subscription may be made either incash or by offsetting claims;
2. resolves that issues carried out under this delegation of
authority may be associated, in the context of the same issue
or of several issues carried out jointly, with one or more public
offerings approved pursuant to the twenty-second resolution
submitted to this Meeting;
3. resolves to set as follows the amounts of the issues
authorized in the event of use by the Board of directors of thisdelegation of authority:•

the maximum nominal amount of the share capitalincreases that may be carried out, immediately and/or in
the future, by virtue of this delegation of authority, may notexceed €950,000 (or its equivalent value in any othercurrency or unit of account established by reference toseveral currencies), it being specified that (i) this amount isan overall ceiling for all capital increases that may be
carried out pursuant to the twenty-second, twenty-third
and twenty-fourth resolutions submitted to this Meeting,and that (ii) this amount will be deducted from the overall
limit of €3,500,000 provided for in the thirtieth resolution ofthis Meeting,• in any event, issues of equity securities carried out by
virtue of this authorization by public offering referred to inpoint 1 of article L. 411-2 of the French monetary andfinancial code may not exceed the limits provided for by
the regulations applicable on the date of the issue, it being
specified that this limit will be assessed on the date of theBoard of directors’ decision to use this authorization,1• the maximum nominal amount of the securities
representing debt securities that may be issued under thisdelegation of authority may not exceed the limit set in thesecond paragraph of point 2. of the twenty-first resolution
from which it shall be deducted;

2

4. resolves to remove the preferential subscription rights ofshareholders to the shares and/or securities to be issued
pursuant to this delegation of authority;
5. resolves that if the subscriptions have not absorbed the entire
issue of ordinary shares or securities granting access to theshare capital, the Board of directors may use, in the order it
determines, the powers offered by article L. 225-134 of theFrench commercial code, or some of them;3

6. resolves that, other than with the prior authorization of theGeneral Meeting, the Board of directors shall not be able toapply this delegation of authority once a third party has
submitted a public offer for the Company’s shares, up until
the expiry of the offer period;4

7. acknowledges that this delegation automatically implies theexpress waiver by the shareholders of their preferential
subscription rights to the Company’s shares to which thesecurities issued on the basis of this delegation of authority
may give immediate and/or future rights;

5

8. takes note of the fact that:• the issue price of the shares will be at least equal to theminimum provided for by the laws and regulations
applicable at the time of use of this delegation of authority(for information purposes as at the date of this Meeting,at least equal to the weighted average of the quoted pricesof the Company’s ordinary share during the last three
trading days on the regulated market of Euronext Paris
preceding the beginning of the public offering within themeaning of Regulation (EU) no. 2017/1129 of June 14,
2017, potentially reduced by a maximum discount of 10%)after adjusting, where applicable, that amount to take into
account the difference in the entitlement date, and678• the issue price of the securities shall be such that the sum
received immediately by the Company plus, whereapplicable, the sum likely to be received subsequently by
the Company, or, for each ordinary share issued as a resultof the issue of such securities, at least equal to theminimum price referred to in the preceding paragraph;9• the par value of the Company’s ordinary shares to beissued, where appropriate, to preserve, in accordance withthe law and applicable contractual stipulations specifying
other cases of adjustments, the rights of holders of
securities or other rights giving access to the share capitalof the Company, shall be added to this maximum,UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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9. resolves that the Board of directors has full powers, with theright of sub-delegation, under the legal and regulatory
conditions, to implement this delegation of authority and inparticular:

repayment by remittance of assets), set the conditions
under which these securities will give access to theCompany’s share capital; provide that the securities may
be redeemed on the stock exchange or via a public tenderor exchange offer by the Company; modify, during the lifeof the securities concerned, the terms referred to above,in accordance with the applicable formalities,• determine the characteristics, amounts and terms of allissues as well as the securities to be issued,• set the opening and closing dates for subscriptions,determine the category of securities issued and set theirsubscription price, with or without premium, the terms of
their payment, their vesting date even retroactively or theterms and conditions for exercising the rights attached tothe securities issued (if applicable, conversion rights,
exchange, redemption, including by remittance of assets
such as securities already issued by the Company or a
Subsidiary),• also decide, in the event of the issue of debt securities,
whether subordinated or not (and, where applicable, theirseniority rank, in accordance with the provisions of article
L. 228-97 of the French commercial code), set theirinterest rate (in particular fixed or variable rate interest, orzero or indexed coupon interest) and provide, whereapplicable, mandatory or optional cases of suspension or
non-payment of interest, provide for their duration, thepossibility of reducing or increasing the par value of the
securities and the other terms of issue (including granting
them guarantees or sureties) and amortizations (including• on its sole initiative, charge the share premium(s) inparticular the costs, duties and fees resulting from thecompletion of the issues,• generally take all necessary measures and enter into any
agreements to ensure that the proposed issues are
successfully completed, take all measures and carry out
any formalities that are relevant to the financial service ofthe securities issued under this delegation of authority andto the exercise of the rights attached thereto, to record thecompletion of the capital increase(s) resulting from any
issue carried out by the use of this delegation of authority
and to amend the articles of association accordingly andto carry out any formalities required for the admission to
trading of the securities issued.
This delegation has been granted for a period of twenty-six
months as from the date of this Meeting and renders ineffective
the unused portion of any earlier delegation relating to the same
subject.

Resolution 24: Capital increase in order to remunerate contributions in kind made upof equity securities
Objective and purpose■ Resolution 24: It is proposed to delegate to the Board of directors the possibility of increasing the Company’s share capital byissuing Ubisoft Shares or Securities giving access to the capital of Ubisoft in order to remunerate contributions in kind (equity
securities or securities giving access to the Company’s share capital) granted to the Company.
This resolution may be necessary for the Company in connection with external growth operations in France or abroad.
However, it would not be usable in the event that the Company makes an issue to remunerate securities contributed to theCompany as part of a public exchange offer (transaction covered by resolution 22).
• Ceilings:▪

Capital increase: 10% of the share capital – joint ceiling of €950,000 (resolutions 22, 23 and 24) within the overall ceilingof €3,500,000 (resolution 30);▪

Debt securities giving immediate or long-term access to the share capital: €1,000,000,000 – joint ceiling(resolutions 21 to 24).

• Duration: 26 months.

TWENTY-FOURTH RESOLUTION(Delegation of powers to the Board of directors to issue shares and/or securities granting access to the share capital, in order toremunerate contributions in kind granted to the Company, with waiver of preferential subscription rights for shareholders)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report and the Statutory
Auditors’ special report, and in accordance with the provisions ofarticle L. 22-10-53 of the French commercial code:
1. delegates to the Board of directors, with the option of subdelegation under the legal and regulatory conditions, thepowers necessary to carry out, on the report of the Statutory
Auditor(s) referred to in the 1st and 2nd paragraphs of article
L. 225-147 of the French commercial code, upon reference toarticle L. 22-10-53 referred to above, on the issue of (i) sharesof the Company, (ii) securities that are equity securities giving
access by any means, immediately and/or in the future, toother equity securities of the Company or (iii) securities thatare debt securities that may give access to or giving access
to, immediately and/or in the future, to equity securities of theCompany to be issued, in order to remunerate contributions
in kind granted to the Company, where the provisions of

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article L. 22-10-54 of the French commercial code are notapplicable;
2. resolves to set as follows the amounts of the issues
authorized in the event of use by the Board of directors of thisdelegation of power:•

resolves that the limit on the nominal amount of immediate
and/or future capital increases that may be carried out by
virtue of this authorization is set at 10% of the Company’s
share capital as existing at the date of this Meeting,it being specified that (i) this amount is an overall ceiling for
all capital increases that may be carried out pursuant to thetwenty-second, twenty-third and twenty-fourth resolutions
submitted to this Meeting and that (ii) this amount will be
deducted from the overall limit of €3,500,000 provided forin the thirtieth resolution of this Meeting,CONTENTS

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Presentation and text of draft resolutions t•

the maximum nominal amount of the securities
representing debt securities that may be issued under thisdelegation of powers may not exceed the limit set in thesecond paragraph of point 2. of the twenty-first resolution,from which it shall be deducted;

3. resolves, as necessary, to waive, in favor of the shareholders,
preferential subscription rights to securities issued under thisdelegation of powers, which are exclusively intended toremunerate contributions in kind granted to the Company
under this resolution;
4. acknowledges that this delegation automatically implies thewaiving by the shareholders of their preferential subscription
rights to the shares to which the securities issued on thebasis of this delegation may give entitlement;
5. resolves that, other than with the prior authorization of theGeneral Meeting, the Board of directors shall not be able toapply this delegation of powers once a third party has
submitted a public offer for the Company’s shares, up until
the expiry of the offer period;
6. resolves that the Board of directors shall have full powers,
with the right to sub-delegate said powers under the legal andregulatory conditions, to implement this resolution, inparticular to:8• determine the nature and number of securities to becreated, their characteristics and the terms and conditionsof their issue, decide, in the event of the issue of debt
securities, whether subordinated or not (and, whereapplicable, their seniority rank), modify the terms referred
to above during the life of the securities concerned inaccordance with the applicable formalities, decide on thereport of the Statutory Auditor(s) on the contributions
referred to in the 1st and 2nd paragraphs of article
L. 225-147 above, on reference to article L. 22-10-53, on
the evaluation of contributions and the granting of special
benefits,1• record the final completion of the capital increases carriedout pursuant to this delegation of powers, amend thearticles of association accordingly, carry out all formalities
and declarations, and request any authorizations that may
be necessary to carry out these contributions.

2This delegation has been granted for a period of twenty-six
months as from the date of this Meeting and renders ineffective
the unused portion of any earlier delegation relating to the same
subject.

3

RESOLUTIONS 25 TO 29

4

Employee share ownership
Resolutions 25, 26 and 27 aim to offer Ubisoft group employees in France and abroad the possibility of subscribing to sharesin the Company on preferential terms, in order to involve them more closely in the Company’s development.
Resolutions 28 and 29 aim to authorize the Board of directors to grant free shares of the Company (“AGA”) with the aim ofstrengthening motivation and retention of beneficiaries while promoting the alignment of their interests with those of theshareholders and the Company’s corporate interest.

5

Resolutions 25 to 27: Reserved capital increases

6

Objective and purpose
These resolutions are identical, in their formulation, to the corresponding resolutions approved by the General Meeting ofJuly 1, 2021).
It is proposed that the Board of directors delegate the possibility to carry out, in one or more installments, capital increases throughthe issue of ordinary shares and/or securities granting access to the Company’s share capital, as part of conventional and/or
leveraged employee share ownership transactions, reserved for:■ Resolution 25: members of a company or Group savings scheme(s);■ Resolution 26: employees and/or corporate officers of certain subsidiaries of the Company, whose registered office is locatedoutside France, excluding company or Group savings scheme; and■ Resolution 27: categories of beneficiaries as part of an employee share ownership offering.
• Maximum discount: 15% – bearing in mind that the maximum discount authorized by the legal and regulatory provisions
applicable to these resolutions is 30%.

78

• Ceiling: 1.50% of the share capital – joint ceiling (resolutions 25, 26 and 27) within the overall ceiling of €3,500,000(resolution 30).

9• Duration: 26 months (resolution 25) and 18 months (resolutions 26 and 27).
• Effective date: at the end of the current employee share ownership operation (“MMO 2022”) pursuant to theresolutions of the same nature approved by the Combined General Meeting of July 1, 2021 (resolutions 25 and 26).

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TWENTY-FIFTH RESOLUTION(Delegation of authority to the Board of directors to increase the share capital by issuing ordinary shares and/or compound securities,
with cancelation of the shareholders’ preferential subscription rights, for the benefit of members of company or Group savings
schemes)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report and the Statutory
Auditors’ special report, in accordance with the provisions ofarticles L. 225-129-2, L. 22-10-49, L. 225-129- 6, L. 225-138,
L. 225-138-1 and L. 228-91 et seq. of the French commercial
code and articles L. 3332-1 and L. 3332-18 et seq. of the Frenchlabor code:
1. delegates to the Board of directors, with the option to subdelegate in accordance with the legal and regulatory
conditions, its authority to perform capital increases, at its sole
discretion, on one or more occasions, at the times andaccording to the terms and conditions decided by the Board,under the conditions specified by the law, by issue of ordinary
shares and/or securities granting access, by any means,
immediately and/or at a future date, to the share capital of theCompany, to be subscribed in cash, reserved for members of
one or more company or Group savings schemes of theCompany and/or of companies included in the same
consolidation scope or combination of accounts within themeaning of the second paragraph of article L. 3344-1 of
the French labor code; it being specified that the issue of any
securities giving access to preference shares is excluded;
2. resolves that the Board of directors may, in favor of thebeneficiaries mentioned above, allocate free shares or
securities granting access, by any means, immediately and/or
at a future date, to the share capital of the Company inaccordance with the legal and regulatory conditions, as a
substitute for all or part of the discount mentioned inparagraph 5. below and/or as an employer’s additional
contribution, it being understood that the benefit resulting
from this allocation may not exceed the limits specified inarticles L. 3332-21 and L. 3332-11 of the French labor code;
3. resolves that the nominal amount of the Company’s capitalincrease, immediate or in the future, resulting from all issues
carried out pursuant to this delegation (i) may not exceed
1.50% of the amount of the share capital on the day of thedecision by the Board of directors to carry out the capitalincrease, it being specified that this maximum is an overallmaximum for all capital increases liable to be carried out
in application of the twenty-fifth, twenty-sixth and twentyseventh resolutions submitted to this Meeting and is set
without taking into account the par value of any shares in the
Company that may be issued for adjustments to be made inaccordance with the law and applicable contractual provisions
to protect the rights of holders of securities or other rights
giving access to the share capital, and (ii) shall be deductedfrom the overall maximum of €3,500,000 provided for in thethirtieth resolution of this General Meeting;
4. resolves that the subscription price of the shares or securities
issued will be determined under the conditions defined inarticles L. 3332-18 to L. 3332-23 of the French labor code;
5. resolves to set the maximum discount offered under a savings
scheme at 15% of the average of the listed prices of the
Ubisoft Entertainment SA share on Euronext Paris during thetwenty trading days preceding the day of the decision setting
the opening date for subscriptions; however, the General
Meeting expressly authorizes the Board of directors, if it

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considers it appropriate, to reduce or eliminate theaforementioned discount, within the legal and regulatory
limits, notably to take into account, inter alia, the legal,
accounting, tax/or and social regimes applicable locally;
6. resolves to cancel, for the benefit of members of one or moresavings schemes, the shareholders’ preferential subscription
rights to the shares or securities that may be issued pursuant
to the present delegation; in the event of a free grant ofshares or securities granting access to the share capital, said
shareholders also waive any rights to said shares or securities,
including the portion of reserves, profits or premiums
incorporated into the share capital in respect of the free grantof such securities pursuant to the present resolution;
7. notes that this delegation automatically entails, in favor ofholders of units in securities issued pursuant to the present
resolution and giving access to the share capital of theCompany, waiver by the shareholders of their preferential
subscription rights to the shares to which these securities
give entitlement;
8. acknowledges that each capital increase will only be
performed up to the amount of the shares subscribed by thebeneficiaries mentioned above, individually or throughcompany mutual funds (FCPE) or variable-capital investmentcompanies or other structures permitted by the applicablelegal or regulatory provisions, it being specified that thepresent resolution may be used for the purposes of
implementing arrangements having a leverage effect in thecontext of an employee share ownership offering from theCompany;
9. resolves that the Board of directors will have the broadest
powers, with the option to sub-delegate in accordance withthe legal and regulatory conditions, for the purpose of
implementing the present delegation in accordance with theconditions which have just been adopted and notably to:• determine the characteristics, amount and procedures forany issue,• decide whether shares may be subscribed directly bymembers of one or more savings schemes or through theintermediary of company mutual funds (FCPE) or variablecapital investment companies or other structures permitted
by the applicable legal or regulatory provisions,• determine the companies and beneficiaries concerned,• where applicable, set the conditions of seniority that thebeneficiaries must fulfill to subscribe to the new shares or
securities to be issued within the capital increases subject
to the present resolution,• set the amounts of these issues and determine thesubscription prices within the limits set in the present
resolution, the terms and conditions for the issue of sharesor securities that will be made pursuant to the presentdelegation and notably their dividend date, the applicablereduction rules in case of over-subscription and the otherterms and conditions for their settlement and delivery,• determine thesubscriptions,

dates

of

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Presentation and text of draft resolutions t• in case of the free allocation of shares or securities, set thenature, characteristics and number to be allocated to eachbeneficiary and determine the dates, deadlines, terms andconditions for the allocation of these shares or securities
within the legal and regulatory limits in force, and notably,
either choose to fully or partially substitute the freeallocation of these shares or securities for the discountspecified above, or to offset the equivalent value of theseshares or securities of the Company against the amount of
the employers’ additional contribution, or to combine these
two options,• note the completion of the capital increase by issuingshares up to the amount of the shares that will actually be
subscribed,• preserve the rights of the holders of securities giving futureaccess to the share capital of the Company, in accordancewith the applicable legal and regulatory provisions,• on its own decision and if it judges it appropriate, charge
the expenses for the capital increases to the amount of thepremiums related to these increases and deduct from this8

amount the amounts necessary to bring the legal reserve
to a tenth of the new share capital after each increase,• generally, enact all deeds and formalities, take all measuresor decisions and conclude all agreements that are relevantor necessary (i) to successfully complete the issues madepursuant to the present delegation of authority, and notably
for the issue, subscription, delivery, dividend rights,
admission to trading of the shares created, the financial
servicing of the new shares and the exercise of the rightsthat are attached to them, (ii) to record the definitive
implementation of the capital increase(s), to make thechanges corresponding to these capital increases to thearticles of association, (iii) to perform the formalities
following the capital increases and generally do whatever isnecessary.

1

The present delegation is valid for twenty-six months from thedate of this Meeting and renders ineffective the unused portionof any earlier delegation relating to the same subject.

2

TWENTY-SIXTH RESOLUTION

3(Delegation of authority to the Board of directors to increase the share capital by issuing ordinary shares and/or compound securities,
with cancelation of the shareholders’ preferential subscription rights, reserved for employees and/or corporate officers of certain
subsidiaries of the Company within the meaning of article L. 233-16 of the French commercial code, for which the registered office islocated outside France, excluding company or Group savings schemes)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report and the Statutory
Auditors’ special report, in accordance with the provisions ofarticles L. 225-129-2, L. 22-10-49, L. 225-138 and L. 228-91
et seq. of the French commercial code:
1. delegates to the Board of directors, with the option to subdelegate in accordance with the legal and regulatory
conditions, its authority to perform capital increases, at its sole
discretion, on one or more occasions, at the times andaccording to the terms and conditions decided by the Board,under the conditions defined by the law, by issue of ordinary
shares and/or securities that are equity securities granting
access, by any means, immediately and/or at a future date, toother equity securities of the Company, to be subscribed in
cash, reserved for the categories and/or one of the categories
of beneficiaries defined below; it being specified that thesubscription may be made directly or through a company
mutual fund (FCPE) and that the issue of any securities
granting access to preference shares is excluded;
2. resolves that the nominal amount of the Company’s capitalincrease made pursuant to the present delegation (i) may notexceed 1.50% of the amount of the share capital on the day ofthe decision by the Board of directors to carry out the capitalincrease, it being specified that this maximum is an overallmaximum for all capital increases liable to be carried out inapplication of twenty-fifth, twenty-sixth and twenty-seventh
resolutions submitted to this Meeting and is set without
taking into account the par value of any shares in the
Company that may be issued for adjustments to be made inaccordance with the law and applicable contractual provisions
to protect the rights of holders of securities or other rights
giving access to the share capital; and (ii) will be deductedfrom the overall maximum of €3,500,000 provided for in thethirtieth resolution of this General Meeting;

3. resolves that the subscription price of the new shares to beissued in application of the present delegation will be set by
the Board of directors on the day when it sets the date of
opening of subscriptions, according to one of the following
two procedures, at the choice of the Board of directors:

4• subscription price equal to the average quoted price of the
Ubisoft Entertainment SA share on Euronext Paris during
the twenty trading days preceding the date of the decisionby the Board of directors, possibly reduced by a maximum
discount of 15%, or

5• subscription price equal to the price of the Ubisoft
Entertainment SA share on Euronext Paris on the date ofthe decision by the Board of directors, possibly reduced bya maximum discount of 15%;

6

4. resolves to cancel the shareholders’ preferential subscription
rights to the ordinary shares and/or securities that may be
issued pursuant to the present delegation and reserve theright to subscribe to them to employees and/or corporate
officers of Ubisoft group companies related to the Company
under the conditions of article L. 233-16 of the Frenchcommercial code, having their registered office outside
France; it being specified that the subscription may be carriedout directly or through a company mutual fund (FCPE) and thatthe present resolution may be used for the purposes of
implementing leveraged formula arrangements in the context
of an employee share ownership offering by the Company;

7
8

5. notes that this delegation automatically entails, in favor ofholders of units in securities issued pursuant to the present
resolution and giving access to the share capital of theCompany, waiver by the shareholders of their preferential
subscription rights to the shares to which these securities
give entitlement;

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6. resolves that the Board of directors will have the broadest
powers, with the option to sub-delegate in accordance withthe legal and regulatory conditions, for the purpose of
implementing the present delegation in accordance with theconditions which have just been adopted and notably to:• determine the dates, the terms and conditions of theissue(s) with or without premium, the overall number of
securities to be issued within the limits set in the present
resolution, the arrangements for subscription that will bepresented to employees in each country concerned in thelight of applicable local restrictions, and select fromthe countries in which the Company has subsidiaries,
the subsidiaries whose employees may take part in thetransaction,• determine the list of beneficiaries within the
aforementioned categories and determine the number ofshares that may be subscribed by each of them,• determine the subscription price of the shares, inaccordance with the procedures set in paragraph 3. of thepresent resolution,• determine the procedures for paying for the shares within
legal limits,• where applicable, set a mandatory retention period for theshares and the date of dividend rights for the shares to beissued,• record the completion of the capital increase by the issueof shares,• preserve the rights of the holders of securities giving futureaccess to the share capital of the Company, in accordancewith the applicable legal and regulatory provisions,• on its own decision and if it judges it appropriate, charge
the expenses for the capital increases to the amount of thepremiums related to these increases and deduct from thisamount the amounts necessary to bring the legal reserve
to a tenth of the new share capital after each increase,• generally, enact all deeds and formalities, take all measuresor decisions and conclude all agreements that are relevantor necessary (i) to successfully complete the issues madepursuant to the present delegation of authority, and notably
for the issue, subscription, dividend rights, admission to
trading of the shares created, the financial servicing of the
new shares and the exercise of the rights that are attachedto them, (ii) to record the definitive implementation of thecapital increase(s), to make the changes corresponding
to these capital increases to the articles of association,(iii) to perform the formalities following the capitalincreases and generally do whatever is necessary.
The present delegation, for a period of eighteen months from thisday, will take effect at the end of the employee share ownershipplan in progress implemented under the twenty-fourth resolutionof the General Meeting of July 1, 2021 and will render ineffective,
from that same date, for the unused part, any prior delegation
having the same purpose.

TWENTY-SEVENTH RESOLUTION(Delegation of authority to the Board of directors to increase the share capital by issuing ordinary shares and/or compound securities,
with cancelation of the shareholders’ preferential subscription rights, reserved for categories of beneficiaries under an employee shareownership offering)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report and the Statutory
Auditors’ special report, in accordance with the provisions ofarticles L. 225-129-2, L. 22-10-49, L. 225-138 and L. 228-91
et seq. of the French commercial code:
1. notes that, in certain countries, legal and/or tax difficulties or
uncertainties may make it difficult to implement arrangements
for employee share ownership structured through theintermediary of company mutual funds (FCPE) and that it may
be desirable to implement alternative arrangements to thoseoffered to employees of companies who are members of asavings scheme;
2. consequently delegates to the Board of directors, with theoption to sub-delegate in accordance with the legal andregulatory conditions, their authority to perform capitalincreases, at its sole discretion, on one or more occasions, atthe times and according to the terms and conditions decided
by the Board, under the conditions defined by the law, byissue of ordinary shares and/or securities which are equity
securities granting access, by any means, immediately and/or
at a future date, to other equity securities of the Company, tobe subscribed to in cash, reserved for any financial institution
or controlled subsidiary of the said institution or any entity
under French or foreign law, whether or not having legal
personality, having the exclusive purpose of subscribing,holding and disposing of shares and/or other securities
granting access to the share capital of the Company, for the
implementation of arrangements with leverage effect in thecontext of an employee share ownership offering by theCompany; it being specified that the issue of all securities
granting access to preference shares is excluded;

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

3. resolves that the nominal amount of the Company’s capitalincrease made pursuant to the present delegation (i) may notexceed 1.50% of the amount of the share capital on the day ofthe decision by the Board of directors to carry out the capitalincrease, it being specified that this maximum is an overallmaximum for all capital increases liable to be carried out inapplication of the twenty-fifth, twenty-sixth and twentyseventh resolutions submitted to this Meeting and is set
without taking into account the par value of any shares in the
Company that may be issued for adjustments to be made inaccordance with the law and applicable contractual provisions
to protect the rights of holders of securities or other rights
giving access to the share capital; and (ii) will be deductedfrom the overall maximum of €3,500,000 provided for in thethirtieth resolution of this General Meeting;
4. resolves that the subscription price of the new shares to beissued in application of the present delegation will be equal tothe average of the quoted prices of the Ubisoft Entertainment
SA share on Euronext Paris during the twenty trading sessions
preceding the day of the decision setting the opening date forsubscriptions, possibly reduced by a maximum discount of15%; nevertheless, the General Meeting expressly authorizes
the Board of directors, if it considers it appropriate, to reduceor eliminate the discount, within legal and regulatory limits,notably in order to take into account, inter alia, the legal,
accounting, tax and social regimes applicable locally;
5. resolves to waive, for the benefit of the aforementioned
category of beneficiaries, the preferential subscription right ofshareholders to ordinary shares and/or securities that may be
issued pursuant to the present delegation;

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6. notes that this delegation automatically entails, in favor ofholders of securities issued pursuant to the present resolution
and giving access to the share capital of the Company, waiverby the shareholders of their preferential subscription rights tothe shares to which these securities give entitlement;
7. resolves that the Board of directors will have the broadest
powers, with the option to sub-delegate in accordance withthe legal and regulatory conditions, for the purpose of
implementing the present delegation in accordance with theconditions which have just been adopted and notably to:• determine the dates, the terms and conditions of theissue(s) with or without premium and the overall amount of
securities to be issued within the limits set by the present
resolution,• determine the list of beneficiaries within the
aforementioned category and determine the number ofshares that may be subscribed by each of them,• determine the subscription price of the shares, inaccordance with the procedures set in paragraph 4. of thepresent resolution,• determine the procedures for paying for the shares within
legal limits,• set the date from which the shares to be issued will beentitled to dividends,• record the completion of the capital increase by the issueof shares,8• preserve the rights of the holders of securities giving futureaccess to the share capital of the Company, in accordancewith the applicable legal and regulatory provisions,• on its own decision and if it judges it appropriate, charge
the expenses for the capital increases to the amount of thepremiums related to these increases and deduct from thisamount the amounts necessary to bring the legal reserve
to a tenth of the new share capital after each increase,• generally, enact all deeds and formalities, take all measuresor decisions and conclude all agreements that are relevantor necessary (i) to successfully complete the issues madepursuant to the present delegation of authority, and notably
for the issue, subscription, dividend rights, admission to
trading of the shares created, the financial servicing of the
new shares and the exercise of the rights that are attachedto them, (ii) to record the definitive implementation of thecapital increase(s), to make the changes corresponding
to these capital increases to the articles of association,(iii) to perform the formalities following the capitalincreases and generally do whatever is necessary.

1
2

The present delegation, for a period of eighteen months from thisday, will take effect at the end of the employee share ownershipplan in progress implemented under the twenty-fifth resolution of
the General Meeting of July 1, 2021 and will render ineffective,
from that same date, for the unused part, any prior delegation
having the same purpose.

3
4

Resolutions 28 and 29: Free grant of ordinary shares of the Company
Employees/Executive Committee – Executive corporate managing officers
Objective and purpose
It is proposed that the Board of directors be authorized to grant AGA free of charge to:■ Resolution 28:

5• Employees and/or members of the Executive Committee.
• Ceiling (for 3 years with an average burn rate of 1.5% per year): 4.5% of the share capital.
• Vesting periods:▪

Employees: 3 years with tiered acquisition (50% after 2 years and 50% after 3 years);▪

Members of the Executive Committee: 3 years.

6■ Resolution 29:• Executive corporate managing officers.

7• Ceiling: 0.2% of the share capital – subject to the 4.5% ceiling of resolution 28.
• Vesting period: 4 years.
■ Resolutions 28 and 29:• Duration: 38 months.
The AGA granted to the members of the Group Executive Committee (resolution 28) and the Company’s executive corporate
managing officers (resolution 29) will be fully subject to performance condition(s) assessed over a minimum period of three
years or financial years, under the terms and conditions referred to in respect of said resolutions.
These authorizations entail waiver by shareholders of their preferential subscription rights, in favor of the beneficiaries.

8

The summary of the AGA plans in force as at March 31, 2022 appears in 4.2.3.5 of the Universal Registration Document.
All AGA and share subscription option plans that are valid as of March 31, 2022 represent a maximum potential dilution of
3.40% at that date, it being specified that the number of definitive shares to be delivered at maturity may occur through the disposalof treasury shares held as part of the share buyback program, where applicable.

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TWENTY-EIGHTH RESOLUTION(Authorization to the Board of directors to grant free ordinary shares of the Company to employees, including all or some of themembers of the Ubisoft group Executive Committee, with the exception of the Company’s executive corporate managing officers,
subject of the twenty-ninth resolution)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report and the Statutory
Auditors’ special report, in accordance with the provisions ofarticles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the Frenchcommercial code:

The par value of the Company’s ordinary shares to be issued,
where appropriate, to preserve, in accordance with the law
and applicable contractual stipulations specifying other casesof adjustments, the rights of holders of securities or otherrights giving access to the capital of the Company, shall be
deducted from this maximum;

1. authorizes the Board of directors to carry out, on one or more
occasions, the free grant of ordinary shares, existing and/or to
be issued, of the Company, to the benefit of members of staff
or certain categories of them that it shall determine fromamong the employees, including all or some of the membersof the Executive Committee of the Ubisoft group, excluding
the Company’s executive corporate managing officers, which
are the subject of the twenty-ninth resolution;

4. notes that in the event of the free grant of shares to beissued, this authorization will automatically entail, as and when
said shares are definitively granted, a capital increase bycapitalization of reserves, profits or issue premiums in favor of
the beneficiaries and the corresponding waiver byshareholders in favor of the beneficiaries of their preferential
subscription rights to said shares;

2. resolves that the Board of directors will make the grants anddetermine the identity of the beneficiaries of the grants aswell as the conditions and criteria for granting the shareswithin the limits set in this authorization - it being specified
that concerning:■ members of the Executive Committee, the definitive grantof all the shares granted under this resolution:• will be subject to the achievement of one or more
performance condition(s) assessed over a period of atleast three years or financial years, aligned withindicators
appliedtothelong-term
variablecompensation granted to the executive corporate
managing officers in respect of the same financial year,• will take place following a minimum vesting period of
three years, it being understood that the Board of
directors may decide on a vesting period of a longer
duration than the minimum duration set above, and/or
combine said vesting period with a retention period;■ employees, the definitive grant of all the shares granted
under this resolution:• will be subject to one or more individual performance
conditions determined by the Board of directors
assessed before each tier delivery date as referred to
below, for the entire grant,• will take place at the end of a vesting period of at least
three years, with tiered delivery at an equal percentage,
the first date of which may not be less than two years
minimum – it being understood that the Board of
directors may provide for a vesting period longer thanthe minimum duration set out above and/or add aretention period to the said vesting period and adjust
the delivery dates by tier;3. resolves that the number of shares issued under free ordinary
share grants pursuant to this authorization may not exceed
4.5% of the number of ordinary shares comprising theCompany’s share capital on the day of the grant decision by
the Board of directors, it being specified that this maximum isshared with the ceiling under the twenty-ninth resolution of
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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

5. resolves that in the event of the disability of the beneficiarycorresponding to classification in the second or third category
provided for in article L. 341-4 of the French social security
code, the free shares will be definitively granted to him/her
before the expiry of the remaining vesting period, and will be
immediately transferable;
6. delegates all powers to the Board of directors, with the option
to sub-delegate in accordance with the legal and regulatory
conditions, to implement this delegation, under the above
conditions and within the limits authorized by the regulations
in force, and, in particular, to:• determine the identity of the beneficiaries, or the categoryof beneficiaries, and the number of ordinary shares granted
free of charge to each of them within the limits set by thisresolution,• set the terms and conditions for the free grant of shares tobe carried out under this authorization as well as theperformance condition(s) on which the definitive grant ofshares to members of the Executive Committee or otherbeneficiaries will be conditional, under the terms andconditions set out in this resolution,• provide for the ability to provisionally suspend the rights togrant, under the conditions provided by the law andapplicable regulations,• record the free shares granted in a registered shareaccount in the name of their beneficiary, mentioning,where applicable, their unavailability and its duration, andlifting such unavailability of shares under any
circumstances in which this resolution or applicableregulations allow the unavailability to be lifted,• make adjustments, if necessary, during the vesting period,to the number of shares linked to any transactions on the
Company’s share capital such as to preserve the rights ofbeneficiaries,• in the event of the issuance of new shares, deduct, whereapplicable, from the reserves, profits or issue premiums of
its choice, the sums necessary for the payment of said
shares, note the completion of the capital increases,
modify the articles of association accordingly,• and, more generally, complete all the formalities necessary
for the issue, admission to trading and the financial serviceof the securities issued under this resolution and do all thatwill be useful and necessary within the framework of laws
and regulations in force.

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The Board of directors will inform the Ordinary General Meeting
each year, in accordance with legal and regulatory conditions, inparticular article L. 225-197-4 of the French commercial code, of
the transactions carried out under this resolution.

8

This authorization is granted for a period of thirty-eight months
from the present Meeting and renders ineffective, for the unused
part, any prior authorization having the same purpose.

TWENTY-NINTH RESOLUTION(Authorization to the Board of directors to grant free ordinary shares of the Company to the Company’s executive corporate managing
officers)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report and the Statutory
Auditors’ special report, in accordance with the provisions ofarticles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the Frenchcommercial code:
1. authorizes the Board of directors to proceed, on one or more
occasions, with the free grant of ordinary shares, existing or to
be issued by the Company, in favor of the Company’s
executive corporate managing officers;◦◦◦

2. resolves that the Board of directors will carry out grants andwill determine the identity of the beneficiaries among theCompany’s executive corporate managing officers;

1

3. resolves that the definitive grant of all the shares granted
under this resolution:• will be subject to the achievement of the following
performance conditions assessed over a period of at least
three years or financial years, it being specified that:▪

2

in respect of the financial year ended on March 31,
2023, the performance conditions will be as follows:for 60% of the grant: an indicator based on the positioning of the total shareholder return of the Ubisoft Entertainment SA share (the“Ubisoft TSR”) in relation to the TSR of the companies of the NASDAQ Composite Index with tiered acquisition as defined below:< 50th percentile≥ 50th and ≤ 60th percentile> 60th percentile

0% of granton this indicator

50% of granton this indicator

100% of granton this indicator3
4

for 20% of the grant: an indicator based on the growth in the number of monthly of active users (MAU) with tiered acquisition as
defined below:< 80%of the target≥ 80% and < 90%of the target≥ 90% and < 100%of the target

Targetnot communicated

0% of granton this indicator

30% of granton this indicator

50% of granton this indicator

100% of granton this indicator5

for 20% of the grant: an indicator based on a “CSR” performance indicator (reduction of the Group’s carbon intensity) with tiered
acquisition as defined below:

▪

< 80%
of the target≥ 80% and < 90%of the target≥ 90% and < 100%of the target

Target0% of granton this indicator

30% of granton this indicator

50% of allocationon this indicator

100% of granton this indicator

in respect of financial years subsequent to the financial
year ended March 31, 2023, the performance
conditions and/or indicators will be decided by the
Board of directors in accordance with the compensation
policy applicable to executive corporate managing
officers on the grant date.

The par value of the Company’s ordinary shares to be issued,
where appropriate, to preserve, in accordance with the law
and applicable contractual stipulations specifying other casesof adjustments, the rights of holders of securities or otherrights giving access to the capital of the Company, shall be
deducted from this maximum;• will take place following a minimum vesting period of four
years, it being understood that the Board of directors may
decide on vesting periods of a longer duration than theminimum duration set above, and/or combine said vesting
period with a retention period;

5. notes that the Board of directors must (i) decide that theseshares cannot be sold by the Company’s executive corporate
managing officers before their positions come to an end, or (ii)set the quantity of free shares that the Company’s executive
corporate managing officers will be required to keep inregistered form until the end of their duties in accordance withthe provisions of article L. 225-197-1, II, last paragraph of theFrench commercial code;

4. resolves that free ordinary share grants made pursuant to thisauthorization may not cover a number of existing or new
shares exceeding 0.20% of the number of ordinary sharescomprising the Company’s share capital on the date of the
grant decision by the Board of directors – this maximum isdeducted from that of the twenty-eighth resolution of thisMeeting.

67
8
9

6. notes that in the event of the free grant of shares to beissued, this authorization will automatically entail, as and when
said shares are definitively granted, a capital increase bycapitalization of reserves, profits or issue premiums in favor of
the beneficiaries and the corresponding waiver byshareholders in favor of the beneficiaries of their preferential
subscription rights to said shares;

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7. resolves that in the event of the disability of the beneficiarycorresponding to classification in the second or third category
provided for in article L. 341-4 of the French social security
code, the free shares will be definitively granted to him/her
before the expiry of the remaining vesting period, and will be
immediately transferable;
8. delegates all powers to the Board of directors, with the option
to sub-delegate in accordance with the legal and regulatory
conditions, to implement this delegation, under the above
conditions and within the limits authorized by the regulations
in force, and, in particular, to:• determine the identity of the beneficiaries from among
the Company’s executive corporate managing officers andthe number of ordinary shares granted free of charge toeach of them within the limits set by this resolution,• set the terms and conditions of the free allocations ofshares that may be made by virtue of this authorization as
well as the performance conditions on which the definitive
grant of shares to the Company’s executive corporate
managing officers will be conditional under the terms andconditions referred to in paragraph 3. of the present
resolution,• provide for the ability to provisionally suspend the rights togrant, under the conditions provided by the law andapplicable regulations,• record the free shares granted in a registered shareaccount in the name of their beneficiary, mentioning,where applicable, their unavailability and its duration, andlifting such unavailability of shares under any
circumstances in which this resolution or applicableregulations allow the unavailability to be lifted,• make adjustments, if necessary, during the vesting period,to the number of shares linked to any transactions on the
Company’s share capital such as to preserve the rights ofbeneficiaries,• in the event of the issuance of new shares, deduct, whereapplicable, from the reserves, profits or issue premiums of
its choice, the sums necessary for the payment of said
shares, note the completion of the capital increases,
modify the articles of association accordingly,• and, more generally, complete all the formalities necessary
for the issue, admission to trading and the financial serviceof the securities issued under this resolution and do all thatwill be useful and necessary within the framework of laws
and regulations in force.
The Board of directors will inform the Ordinary General Meeting
each year, in accordance with legal and regulatory conditions, inparticular article L. 225-197-4 of the French commercial code, of
the transactions carried out under this resolution.
This authorization is granted for a period of thirty-eight months
from the present Meeting and renders ineffective, for the unused
part, any prior authorization having the same purpose.

RESOLUTION 30
Overall ceiling for share capital increases
Objective and purpose■ Resolution 30: It is proposed to set the cumulative overall amount of capital increases that may result from the use ofresolutions 21 to 27 at a nominal amount of €3,500,000 (total ceiling), corresponding to approximately 25% of the share capitalas of April 30, 2022, including a maximum of €950,000 (around 10% of the share capital as at April 30, 2022) for capital increases
with waiver of preferential subscription rights carried out pursuant to resolutions 22, 23 and 24.

THIRTIETH RESOLUTION(Overall ceiling for share capital increases)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report, sets, in accordancewith article L. 225-129-2 of the French commercial code, theoverall ceiling for share capital increases that may result,
immediately or in the future, from all issues carried out pursuant
to the delegations provided for by the twenty-first, twentysecond, twenty-third, twenty-fourth, twenty-fifth, twenty-sixthand twenty-seventh resolutions of this Meeting, and on the basisof issues authorized by similar resolutions that could replacethem during the validity of this resolution, for a maximum nominal
amount of €3,500,000, it being specified that to this nominal
amount will be added the maximum nominal amount of capitalincreases through the capitalization of reserves, profits,
premiums or other items the capitalization of which would bepermitted, carried out pursuant to the twentieth resolution of thisMeeting, subject to its adoption by the General Meeting and on
the basis of issues authorized by similar resolutions that could
replace them during the validity of this resolution, and bearing in
mind that within the limit of this overall ceiling:

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22■ the maximum nominal amount of the share capital increases
that may be carried out immediately and/or in the future, withmaintenance of preferential subscription rights of theshareholders, pursuant to the twenty-first resolution of thisMeeting, may not exceed €2,400,000;■ the maximum nominal amount of the share capital increases
that may be carried out immediately and/or in the future, withwaiver of preferential subscription rights by shareholders,pursuant to the twenty-second and twenty-third
resolutions of this Meeting, may not exceed €950,000;■ the maximum nominal amount of the share capital increases
that may be carried out immediately and/or in the future, inorder to remunerate contributions in kind granted to theCompany, pursuant to the twenty-fourth resolution of thisMeeting, may not exceed 10% of the Company’s sharecapital – it being specified that this amount is an overall ceilingfor all capital increases that may be carried out pursuant to thetwenty-second,
twenty-third
andtwenty-fourth
resolutions of this Meeting and may not exceed €950,000;

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Presentation and text of draft resolutions t■ the maximum nominal amount of the share capital increases
that may be carried out, immediately and/or in the future withwaiver of preferential subscription rights of the shareholders(i) in favor of members of a savings scheme(s) pursuant to thetwenty-fifth resolution, reserved (ii) for employees and/or
corporate officers of certain subsidiaries of the Company
within the meaning of article L. 233-16 of the Frenchcommercial code, whose registered office is located outside
France, excluding the savings scheme pursuant to thetwenty-sixth resolution, and (iii) to categories ofbeneficiaries as part of an employee share ownership offering
covered by the twenty-seventh resolution, may not exceed
1.50% of the share capital on the date of the Board of
directors’ decision.

8

It being specified that:■ the maximum nominal amount of the securities representing
debt securities that may be issued by virtue of all thedelegations submitted to this Meeting may not exceed€1,000,000,000; and■ the amounts referred to above do not take into account thenominal amount of equity securities to be issued, whereapplicable, in respect of adjustments made, in accordancewith the law and the applicable contractual provisions, topreserve the rights of holders of securities granting accessto the Company’s share capital.

1

RESOLUTION 31

2

Amendment to the articles of association (delete reference to preference shares)
Objective and purpose3■ Resolution 31: It is proposed that all the statutory provisions relating to preference shares convertible into ordinary sharescontained in articles 4, 5 and 7 of the articles of association be deleted, as they can only be issued as part of the free grantplans referred to in articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French commercial code, insofar as the conversion
of preference shares related to the last free grant plan in force in this regard took place on December 16, 2021 and the Company
does not intend to make any new free grant of preference shares.

4

THIRTY-FIRST RESOLUTION(Amendment to the Company’s articles of association in order to remove the statutory clauses relating to preference shares)
The General Meeting, voting in accordance with the quorum andmajority conditions required for extraordinary general meetings,
having read the Board of directors’ report, resolves to amend

articles 4, 5 and 7 of the Company’s articles of association inorder to remove all the clauses of the articles of association
relating to preference shares, as follows:5

Drafting after removal of the provisions relating to preference shares(Deletions: crossed out clauses) [If added or moved: bold and underlined]

6

Article 4 – Share capital
The share capital is set at nine million seven hundred and five thousand six hundred and forty-two euros and ninety-one cents(€9,705,642.91). It is divided into one hundred and twenty-five million two hundred and thirty-four thousand one hundred and two(125,234,102) fully paid-up ordinary shares.
Preference shares issued pursuant to articles L. 228-11 et seq. of the French commercial code may be created, under legal andregulatory conditions, and whose special rights are defined in these articles of association.
Several categories of preference shares may be created with different characteristics in particular with regard to (i) their issue dateand (ii) their conversion ratio. Accordingly, by the corporate body deciding on the issue of preference shares, the corresponding
modification of this article 4 will be made with a view to specifying the designation and characteristics of the class thus issued, and inparticular those mentioned in (i) and (ii) above.
In these articles of association, the term “share(s)” includes ordinary shares and preference shares and the term “shareholder(s)”includes both common and preferred shareholders.
Each share has the same rights, subject to what is indicated in article 7. below.

7
8
9

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8

CONTENTS

2022 GENERAL MEETING

u Presentation and text of draft resolutions

Article 5 – Form of the Shares – Transmission/Disposal
5.1 – Form of the shares
Fully paid-up ordinary shares may be registered or bearer shares, depending on the preference of the shareholder, subject toapplicable legal and regulatory provisions.
Preference shares must be held in registered form and may not be contractually divided.
5.2 – Transfer and disposal
The shares of the Company require book-entry under the terms and conditions required by applicable legal and regulatory provisions.
Ordinary shares They are transferred by account-to-account transfer. Preference shares are non-transferable.
Article 7 – Rights and obligations attached to shares
7.1 – Provisions common to shares
Each ordinary share gives the right to ownership of the Company assets and the liquidation surplus in a share equal to the
portion of the share capital that it represents.
Whenever it is necessary to own several shares in order to exercise a right, in particular in the event of an exchange, grouping or
allocation of shares, or following an increase or a reduction in share capital, whatever the terms, merger or any other transaction, theowners of shares in a lower number than that required may only exercise their rights provided that they take personal responsibility
for the grouping and, potentially, the purchase or sale of the number of shares or rights providing the fractional shares necessary.
7.2 – Other rights attached to ordinary shares Double voting rights
Each ordinary share gives the right to ownership of the Company assets and the liquidation surplus in a share equal to the share of
the share capital that it represents.
A voting right double that conferred on the other shares, having regard to the share capital they represent, is allocated to all fully paidup shares for which a registered entry for at least two years in the name of the same shareholder is documented.
In the event of a share capital increase via the capitalization of reserves, profits or issue premiums, this right is also conferred at thedate of issue on registered shares granted free of charge to a shareholder on the basis of ownership of existing shares that enjoy thisright.
Articles 7.3 to 7.4 deleted

8.2.3 Ordinary and Extraordinary General Meeting
RESOLUTION 32
PowersObjective and purpose■ Resolution 32: This resolution proposes the granting of powers for the purposes of carrying out the formalities required bylaw in connection with the resolutions voted by the General Meeting.

THIRTY-SECOND RESOLUTION(Powers for formalities)

The General Meeting, voting in accordance with the quorum and majority conditions required for ordinary general meetings, gives thebroadest powers to the bearer of a copy or extract of the minutes of the deliberations of the present Meeting to make all filings andcarry out all formalities specified by the law.

324

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9

CONTENTSCROSS-REFERENCE
TABLES, SASBREPORTING AND
EU TAXONOMY
1
2
3

CROSS-REFERENCE TABLE
OF THE UNIVERSAL REGISTRATIONDOCUMENT326

ANNUAL FINANCIAL REPORTCROSS-REFERENCE TABLE

328

MANAGEMENT REPORT CROSSREFERENCE TABLE

329

STATEMENT OF NON-FINANCIALPERFORMANCE (DPEF) CROSSREFERENCE TABLE

330

CORPORATE GOVERNANCEREPORT CROSS-REFERENCE TABLE

332

CROSS-REFERENCE TABLE FOR
THE AMF TABLES ON CORPORATEOFFICER COMPENSATION333

SASB REPORTING

334

SDG DASHBOARD

337

TABLE OF RISKS

341

6APPLICATION OF THE EUTAXONOMY TO UBISOFTENTERTAINMENT SA’S BUSINESSACTIVITIES

345

7

4
5

8
9

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9

CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u Cross-reference table of the Universal Registration Document

CROSS-REFERENCE TABLE OF THE UNIVERSAL REGISTRATIONDOCUMENT
This Universal Registration Document has been compiled in accordance with the provisions of Regulation (EU) 2017/1129 ofJune 14, 2017 (the “Prospectus 3” regulation), the associated delegated regulations, in particular, annexes 1 and 2 to delegatedRegulation (EU) 2019/980 of March 14, 2019, the guidelines issued by the European Financial Markets Authority and AMF PositionRecommendation no. 2021-02 of January 8, 2021, as amended most recently on January 5, 2022 (the “Guide to the drafting of
Universal Registration Documents”).
2021-22 Universal Registration
Document
Section headings of annex 1 to delegated Regulation (EU) 2019/980 of March 14, 2019

326

Parts

Pages

Identity of the person responsible for information

7.5.1

297

Declaration by the person responsible for information

7.5.1

297

1.

PERSONS RESPONSIBLE, THIRD PARTY INFORMATION, EXPERTS’ REPORTS,
AND COMPETENT AUTHORITY APPROVAL

1.1
1.2
1.3

Expert report or declaration

N/A

1.4

Statement on information obtained from third parties

N/A

1.5

Declaration of filing with the competent authority

2.

STATUTORY AUDITORS3.

RISK FACTORS

4.

INFORMATION ABOUT THE COMPANY

4.1
4.2

1
7.5.1

297

3.1

26

Corporate name and business name

7.1.1

278

Place of registration, registration number, and legal entity identifier (LEI)

7.1.1

278

4.3

Date of incorporation and length of life

7.1.1

278

4.4

Registered office (main place of business), legal form, applicable legislation,
country of incorporation, executive management (place of business), website

7.1.1

278

5.

BUSINESS OVERVIEW
10 and 17

5.1

Principal activities

2.1 and 2.4.2

5.2

Principal markets

1 and 3.1.1

5 and 27

5.3

Significant events in the development of the business

2.2 and 2.3

14 and 15

5.4

Strategy and objectives

2.1 and 2.7

10 and 24

5.5

If material, dependence on patents or licenses, industrial, commercial or financial
contracts, or new manufacturing processes

3.1.1

27

2.1 and 3.1.1

10 and 27

2.5.2

19

5.6

Basis for statements regarding competitive position

5.7

Investments

6.

ORGANIZATIONAL STRUCTURE

6.1

Brief description and position within the Group/Organizational structure

2.4

17

6.2

List of significant subsidiaries

2.4

17

7.

OPERATING AND FINANCIAL REVIEW

7.1

Financial condition

2.6.3

23

7.2

Operating results

2.6.2

22

8.

CAPITAL RESOURCES

8.1

Information on the capital

2.5.3, 2.6.2
and 6.1.2.19

20, 22 and 230

8.2

Cash flows

2.5.3 and 2.6.3

20 and 23

8.3

Information on borrowing requirements and funding structure

2.5.3

20

8.4

Restrictions on the use of capital

2.5.3

20

8.5

Anticipated sources of funds needed to fulfill commitments referred to in item 5.7

2.5.3

20

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CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
Cross-reference table of the Universal Registration Document t

92021-22 Universal Registration
Document
Section headings of annex 1 to delegated Regulation (EU) 2019/980 of March 14, 2019

Parts

9.

REGULATORY ENVIRONMENT

3.1.3

Pages

34

10.

TREND INFORMATION

2.1 and 2.7

10 and 24

11.

PROFIT FORECASTS OR ESTIMATES

2.7

24

12.

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIESAND EXECUTIVE MANAGEMENT

12.1

Members of administrative and management bodies

4.1.1.1, 4.1.1.2
and 4.1.2.3.5

47, 50 and 78

12.2

Conflicts of interest on the level of the administrative and management bodies

4.1.2.3.5

78

13.

COMPENSATION AND BENEFITS

13.1

Compensation paid and benefits in kind

13.2

Provisions recognized for the purposes of paying pensions, retirement benefits
or other benefits

14.

BOARD PRACTICES

14.1

4.2.2

104

6.1.2.10 note 14

196

Date of expiration of current term of office and period during which the person
has served in that office4.1.1.250

14.2Service agreements binding members of administrative and management bodies
and the Company or any of its subsidiaries

4.1.2.3.5

78

14.3

Information on the Audit Committee and the Nomination, Compensation
and Governance Committee

4.1.2.4.3

85

14.4

Statement of compliance with the current corporate governance regime

4.1 and 4.1.2.1

46 and 68

14.5

Potential material impacts on the corporate governance4.1.1.4 and4.1.2.3.4

67 and 77

5.4.1.1

142

4.1.1.2, 4.2.3.3
and 5.4.3.3

50, 117and 149

5.4.3.3 and 7.3.2

149 and 289

7.3.3.3

290

7.1.1 and 7.1.2

278 and 281

7.3.3.2

290

7.1.2

281

4.1.2.3.5 and6.1.2.16 note 35

78 and 219

6 and 7.5.2

179 and 298

15.

EMPLOYEES

15.1

Number of employees

15.2

Shareholdings and share purchase and/or subscription options

15.3

Arrangements for involving the employees in the share capital of the Company

16.

MAJOR SHAREHOLDERS

16.1

Shareholders with over 5% of the share capital or voting rights

16.2

Existence of different voting rights

16.3

Control of the issuer

16.4

Any arrangements, known to the Company, the operation of which may
at a subsequent date result in a change of control

17.

RELATED PARTY TRANSACTIONS

18.

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS
AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

18.1

Historical financial information

18.2

Interim and other financial information

18.3

Auditing of historical annual financial information

18.4

Pro forma financial information

18.5

Dividend policy

18.6

Legal proceedings and arbitration

18.7

Significant change in financial position

19.

ADDITIONAL INFORMATION

19.1

Share capital

19.2

Memorandum and articles of association

20.

MATERIAL AGREEMENTS

21.

DOCUMENTS AVAILABLE

1
2
3
4
5
6
7

N/A
6.2, 6.4 and 7.5.2 236, 270 and 298
N/A
6.6 and 7.1.1

276 and 278

3.1.3

34

2.3.2 and 6.1.2.21

16 and 234897.2, 7.3 and 7.4.4 282, 288 and 295
7.1.1

278
N/A

7.5.3

298

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9

CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u Annual financial report cross-reference table

ANNUAL FINANCIAL REPORT CROSS-REFERENCE TABLE
This Universal Registration Document incorporates all the items of the annual financial report referred to in article L. 451-1-2 of theFrench monetary and financial code and article 222-3 of the AMF’s General Regulation.
2021-22 Universal Registration
Document
Information required by legal and regulatory obligations

Parts

Pages

Separate financial statements of the Company

6.3

242

Consolidated financial statements of the Group

6.1

180

Statutory Auditors’ report on the separate financial statements

6.4

270

Statutory Auditors’ report on the consolidated financial statements

6.2

236

See management
report crossreference table

329

7.5.1

297

Management report containing at least the information mentioned in articles L. 225-100-1,
L. 22-10-35 and L. 225-211, paragraph 2 of the French commercial code
Statement by the person responsible for the information containedin the Universal Registration Document

328

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CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMYManagement report cross-reference table t

9

MANAGEMENT REPORT CROSS-REFERENCE TABLE
The management report and the consolidated report on the Group’s management are presented as a single report. This Universal
Registration Document includes all the information comprising this single report for FY22, as determined by the Board of directors of
the Company on May 11, 2022, in accordance with articles L. 225-100 et seq., L. 22-10-35 et seq., L. 232-1 et seq., L. 233-6 et seq. andR. 225-102 et seq. of the French commercial code.
2021-22 Universal Registration
Document
Information required by legal and regulatory obligations

Parts

Pages

Situation, business, and results recorded by the Company and the Groupover the past financial year

1, 2.1, 2.3 and 2.65, 10, 15 and 21

Sales of subsidiaries and controlled companies by activity

2.4.2 and 6.3.2.11

17 and 268

2.6.2 and 2.6.3

22 and 23

2.6.1 and 5

21 and 127

BUSINESS CARRIED OUT BY THE COMPANY AND THE GROUP

Analysis of the evolution of the business, sales and financial position of the Company
and the Group over the past financial year
Financial and non-financial key performance indicators
Future development of the Company and the Group and future prospects

2.1 and 2.7

10 and 24

2.3.2 and 6.1.2.21

16 and 234

3.1

26

5.6 and 5.7

157 and 169

R&D activities

2.5.1

19

Existing branches

2.4.3

18

Internal control and risk management procedures put in place by the Company relating
to the preparation and processing of financial and accounting information

3.2.4

41

6.1.2.8 note 5,
6.1.2.17
and 6.1.2.18

191, 220 and 227

Significant events having occurred between the closing date of the financial year
and the date of finalization of the management report
Description of the main risks and uncertainties
Financial risks linked to the effects of climate change and mitigation measures adopted

Policy relating to the financial risk management and the use of financial instruments

Financial sanctions or injunctions for anti-competitive practices

1
2
3
4

N/A

5

OTHER ACCOUNTING AND/OR FINANCIAL INFORMATION
Non tax deductible expenses

N/A

Details of dividends and other revenue distributed or paid over the past three financial years

6.6

276

Table showing the income of the Company over the past five financial years

6.6

276

6.3.2.2 note 5
and 6.3.2.3
note 12247 and 250

7.2 and 7.3.1

282 and 288

Deadline for payment of trade payables and settlement of trade receivable balances

6

SHARE CAPITAL AND OWNERSHIP
Structure and changes to the share capital
Shareholding structure and changes made during the financial year
Statement of employee share ownership as at the closing date of the financial year
List of subsidiaries and companies controlled by the Company

7.3.3

289

5.4.3.3 and 7.3.2

149 and 289

2.4.3

18

Disposal of shares to regularize cross-shareholdings

7

N/A

Significant equity and control investments during the financial year in companies whose
registered office is located in France

2.4.1

17

Sales and purchases by the Company of its own shares

7.2.4

285

Crossing of legal thresholds declared to the Company

7.3.3.4291

4.1.2.3.5

80

Transactions carried out on the Company’s securities by executives, senior managers andpersons closely related to them
Adjustment upon the issue of securities granting access to the capital

8
9

N/A

INFORMATION ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
Statement of non-financial performance (DPEF)
Duty of Care Plan

See DPEF crossreference table

330

5.7

169

See corporate
governancereport crossreference table

332

CORPORATE GOVERNANCE
Corporate governance reportUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

329

9

CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u Statement of non-financial performance (DPEF) cross-reference table

STATEMENT OF NON-FINANCIAL PERFORMANCE (DPEF)
CROSS-REFERENCE TABLE
This Universal Registration Document incorporates all the items which constitute the consolidated statement of non-financial
performance referred to in articles L. 225-102-1, R. 225-105 et seq., L. 22-10-36 and R. 22-10-29 of the French commercial code.
2021-22 Universal Registration
Document
Information required by legal and regulatory obligations

Business model
Description of the main risks linked to the business of the Company and the Group

Parts

Pages

2.1

10

3.1.1, 5.3.3, 5.4.4,
27, 141,
5.6.6 and 5.7.5 150, 168 and 172

Description of the policies introduced by the Company or Group to prevent, identify, andmitigate the occurrence of risks

3.2, 5.3.3, 5.4.4,
5.6.6 and 5.7.5

37, 141,
150,168 and 172

Results generated by policies, including key performance indicators

5.4, 5.5 and 5.6 142, 151 and 157

SOCIAL INFORMATION
Employment
Total staff and breakdown of employees

5.4.1.1

142■ By gender

5.4.2.3

145■ By age

5.4.1.1

142■ By geographical region

5.4.1.2

143

Hires and redundancies/dismissals

5.4.1.1

142

Compensation and its evolution

5.4.3.3

149

5.4.3.2

149

Health and safety conditions in the workplace

5.4.3.2

149

Occupational accidents, in particular their frequency and severity, and occupational illnesses

5.4.2.1

144

Organization of the dialog with employees, in particular, procedures for the provision of
information and consultation and negotiation with employees

5.4.2.4

147

Collective agreements, particularly regarding health and safety conditions in the workplace

5.4.2.4

147

Policies relating to the provision of training

5.4.2.3 and 5.4.3.1

145 and 148

Total number of training hours

5.4.2.3 and 5.4.3.1

145 and 148

5.4.2.3

145

5.4.2.3

145

5.4.2.2 and 5.4.2.3

145

Organization of labor
Absenteeism
Health and safety

Employee relations

Training

Equal opportunity
Measures taken to encourage gender equality
Measures taken in favor of the employment and integration of disabled people
Anti-discrimination policy330

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMYStatement of non-financial performance (DPEF) cross-reference table t

92021-22 Universal Registration
Document
Information required by legal and regulatory obligations

Parts

Pages

Waste prevention and management

5.6.3 and 5.6.5

159 and 165

Prevention, recycling, reuse, other forms of recovery and disposal of waste

5.6.3 and 5.6.5

159 and 165

5.1.5

129

Raw material consumption and measures taken to use raw materials more efficiently

5.6.4

160

Energy consumption and measures taken to improve energy efficiency and the useof renewable energies

5.6.4

160

5.6.4

160

5.6.4 and 5.6.6

160 and 168

Impact of the Company’s business in relation to employment and local development

5.5.1

151

Impact of the Company’s business on the local communities

5.5.1

151

Relations with the Company’s stakeholders and methods of dialog adopted

5.2.5

137

Partnership or sponsorship initiatives

5.5.2

152

ENVIRONMENTAL INFORMATION
Circular economy

Actions to prevent food waste
Sustainable use of resources1

Climate change
Significant sources of greenhouse gas emissions from the Company’s business activities,
in particular, through the use of the goods and services produced
Adapting to the consequences of climate change

2

SOCIETAL INFORMATION
Societal commitments in favor of sustainable development

3

Subcontractors and suppliers
Consideration of employee-related and environmental issues in the purchasing policy

5.7.1

169

5.7.1 and 5.7.3

169

5.3.2

139

3.2.2 and 5.2.3

37 and 137

5.2.4

137

■ Regarding respect for freedom of association and the right to collective bargaining

5.4.2.4

147■ For the elimination of workplace and professional discrimination

5.4.2.3

145■ For the abolition of forced or compulsory labor

5.7

169

■ For the effective abolition of child labor

5.7

169

Other actions undertaken to protect human rights

5.2

132

Importance of subcontracting and consideration in supplier and subcontractor relationsof their employee-related and environmental responsibilities

4

Fair operating practices
Measures taken to protect consumer health and safety

5

COMBATING CORRUPTION
Actions taken to prevent corruption
PREVENTING TAX EVASION
ACTIONS TAKEN TO PROTECT HUMAN RIGHTS
Promotion of the stipulations of the International Labor Organization

6
7
8
9

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

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9

CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u Corporate governance report cross-reference table

CORPORATE GOVERNANCE REPORT CROSS-REFERENCE
TABLE
This Universal Registration Document incorporates all the items which constitute the corporate governance report referred to in articles
L. 225-37, L. 225-37-4 and L. 22.10-8 of the French commercial code.
2021-22 Universal Registration
Document
Information required by legal and regulatory obligations

Parts

Pages

Corporate officers’ compensation policy (“Ex Ante” vote)

4.2.1

92

Total compensation and benefits of all kinds paid or awarded to corporate officers(“Ex Post” vote)

4.2.2

104

Equity ratios between executive corporate managing officer compensation and the averageand median compensation of employees (“Ex Post” vote)

4.2.2.1.3

107

List of offices and positions held in any company by each of the corporate officers

4.1.1.2.2

51

Agreements signed between (i) a corporate officer or a significant shareholder
and (ii) a controlled company

4.1.2.3.5

78

Table summarizing the current valid delegations on share capital increases grantedby the General Meeting

7.2.3

283

4.1.2.2.1

70

4.1.1.1 and4.1.1.2.1

47 and 50

Conditions governing the preparation and organization of the work of the Board of directors

4.1.2.3.6

80

Description of the diversity policy applicable to the members of the Board of directors

4.1.2.3.3

74

4.1.2.2.3
and 5.4.2.3

71 and 145

Limitations imposed by the Board of directors on the powers of the Chief Executive Officer

4.1.2.2.1

70

Reference made to a corporate governance code and application of the “Comply or explain”
principle

Executive Management methods
Composition of the Board of directors

Gender balance

4.1.2.1

68

General Meeting and participation methods

7.1.1

278

Rights attached to the shares

7.1.1

278

Procedure put in place by the Board of directors in order to assess all arm’s lengthagreements currently in place

4.1.2.3.5

78

7.1.2

281

Information on the conditions applicable to the exercise of share purchase and/or subscription
options granted to executive corporate managing officers and/or to the retention of shares

4.2.1.3

96

Information on the conditions relating to the retention of shares granted free of charge
to executive corporate managing officers

4.2.1.3

96

Factors likely to have an impact in the event of a public offering

332

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CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
Cross-reference table for the AMF tables on corporate officer compensation t

9CROSS-REFERENCE TABLE FOR THE AMF TABLES
ON CORPORATE OFFICER COMPENSATIONThis Universal Registration Document incorporates all the AMF Tables in accordance with Annex 2 of AMF Position-Recommendation
no. 2021-02 of January 8, 2021, as amended most recently on January 5, 2022 (the “Guide to the drafting of Universal Registration
Documents”).
2021-22 Universal Registration
Document
Parts

Pages

4.2.2.1.4

109

Table no. 1

Summary of the compensation and options and/or shares granted
to the executive corporate managing officers

Table no. 2

Summary of the compensation paid or granted by the Company and by any
company (art. L. 233-16 of the French commercial code) to the executive
corporate managing officers

4.2.2.1.4

110Table no. 3

Table on the compensation received by non-executive corporate officers

4.2.2.1.4

114

Table no. 4

Share purchase and/or subscription options granted during the financial
year to each executive corporate managing officer by the Company andby all Group companies

4.2.2.1.4

112

Table no. 5

Share purchase and/or subscription options exercised during the financial
year by each executive corporate managing officer

4.2.2.1.4

112

Table no. 6

Performance shares granted during the financial year to each executive
corporate managing officer by the Company and by all Group companies

4.2.2.1.4

112

Table no. 7

Performance shares that became available during the financial year
for each executive corporate managing officer

4.2.2.1.4

113

Table no. 8

Summary of share purchase and/or subscription option plans valid
as at March 31, 2022

4.2.3.6

124

Table no. 9

Stock options granted to and exercised by the ten employee grantees otherthan corporate officers who received or exercised the largest numberof options

4.2.3.4

121

Table no. 10

Summary of free share plans valid as at March 31, 2022

4.2.3.5

122

Table no. 11

Summary table of compensation and benefits owed as a result of executive
corporate managing officers of the Company leaving office

4.2.2.1.4

113

1
2
3
4
5
6
7
8
9

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9

CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u SASB reporting

SASB REPORTING
Accounting metric

Category

Code

Reference

Environmental
footprintof hardware
infrastructure(1) Total energy
consumed(2) Percentage gridelectricity(3) Percentage
renewable

Quantitative Gigajoules(GJ),
percentage(in %)

TC-SI-130a.1

1. Total energy consumption in 2021
(electricity, fuel oil and gas): 360,358GJ
of which 337,817GJ of electricity(i.e. 93,838 MWh).
2. 94%
ofUbisoft’s
totalenergyconsumption is grid electricity – For
more information see 5.6.4. Reducing its
footprint.
3. According to the RE100 criteria, 67% of
the electricity consumption in Ubisoft
offices comes from renewable sources.
48%
ofUbisoft’s
totalenergyconsumption is linked to renewableenergy certificates and guarantees oforigin.
Note: Ubisoft’s reporting does not use the
same
units
of
measurementor
methodology as SASB.

(1) Total water
withdrawn

Quantitative Thousand
TC-SI-130a.2
cubic meters(in m3),
percentage(in %)

Due to the nature of its business, water
consumption is not one of Ubisoft’s main
impacts. Since 2017, this criterion istherefore no longer reported in the DPEF.

Discussion N/Aand analysis

94% of Ubisoft’s data center energy
consumption is linked to renewable energy
certificates and guarantees of origin.
Accordingly, Ubisoft is working closely withits most influential and committed partners
to create collective climate change
initiatives.

(2) Total water
consumed,
percentage of eachin regions with Highor Extremely HighBaseline Water
StressDiscussion of
the integrationof environmental
considerations into
the strategic planningof data center needs

334

Unit ofmeasureTopic

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TC-SI-130a.3

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CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMYSASB reporting t

Unit ofmeasureTopic

Accounting metric

Category

Code

Reference

Data privacy
and freedomof expression

Description of policies
and practices relating
to behavioral
advertising and user
privacy

Discussion N/Aand analysis

TC-SI-220a.1

5.3.2 Ensuring our players enjoy a safe
environment for a positive gaming
experience – Protecting personal data.
5.7.4 Direct risks related to the Group’s
activities, Mapping of risks and actions
implemented – Risks related to the use of
personal data of players and teams by theGroup.

Number of users
whose information
is used for secondary
purposes

Quantitative Number,percentage(in %)

TC-SI-220a.2

5.3.2 Ensuring our players enjoy a safe
environment for a positive gaming
experience – Protecting personal data.
5.7.4 Direct risks related to the Group’s
activities, Mapping of risks and actions
implemented – Risks related to the use of
personal data of players and teams by theGroup.

Total amount ofmonetary losses
as a result of legal
proceedings
associated with user
privacy

Quantitative Reporting
currency

TC-SI-220a.3

6.1.2.16 Miscellaneous other assets andliabilities.
Note 34 “Other Liabilities” in the
consolidated financial statements.

(1) Number of law
Quantitative Number,enforcement
percentage
requests to enforce(in %)
user data protection
law for user
information

TC-SI-220a.4

5.3.2 Ensuring our players enjoy a safe
environment for a positive gaming
experience - Protecting personal data.
5.7.4 Direct risks related to the Group’s
activities, Mapping of risks and actions
implemented – Risks related to the use of
personal data of players and teams by theGroup.

(2) Number of users
whose information
was requested

9

1
2
3
4

(3) Percentage
resultingin disclosure

Data security

5

List of countries where Discussion N/Acore products orand analysis
services are subject togovernment- required
monitoring, blocking,content filtering,or censoring

TC-SI-220a.5(1) Number of data
breaches

TC-SI-230a.1(2) Percentage
involving personallyidentifiable
information (PII)

3.1.1 Business risks.

6

Quantitative Number,percentage(in %)

5.7.4 Direct risks related to the Group’s
activities, Mapping of risks and actions
implemented – Risks related to the use of
personal data of players and teams by theGroup.

7(3) Number of users
affected
Description of
Discussion N/Aapproach to identifying and analysis
and addressing data
security risks, including
use of third-party
cybersecurity
standards

TC-SI-230a.2

8

5.3.2 Ensuring our players enjoy a safe
environment for a positive gaming
experience – Protecting personal data.
5.7.4 Direct risks related to the Group’s
activities, Mapping of risks and actions
implemented – Risks related to the use of
personal data of players and teams by theGroup.

UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

9

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u SASB reporting

Accounting metric

Category

Code

Reference

Recruiting
and managing
a global, diverseand skilledworkforce

Percentage of
employees that are:(1) Foreign nationals(2) Located abroad

Quantitative Percentage(in %)

TC-SI-330a.1

19.4% of team members work in a country
different from their country of nationality.
5.4.1.2. Developing diverse international
teams.

Employee engagement Quantitative Percentage
as a percentage(in %)

TC-SI-330a.2

5.4.2.4 Fostering constructive social dialog
and listening strategy to understandemployee needs and expectations.

Percentage of gender Quantitative Percentage
and racial/ethnic(in %)
groups:(1) Management(2) Technical staff(3) All other employees

TC-SI-330a.3

5.4.2.3 Centering our strategy on Diversity
and Inclusion.

Intellectual
property
protection
and competitive
behavior

Total amount ofmonetary losses
resulting as a resultof legal proceedings
associated with anticompetitive behavior
regulations

Quantitative Reporting
currency

TC-SI-520a.1

6.1.2.16 Miscellaneous other assets andliabilities.
Note 34 “Other Liabilities” in the
consolidated financial statements.

Managing
systemic risks
from technology
disruptions

Number or duration of: Quantitative Number,(1) Performance issues
days

TC-SI-550a.1

NC

TC-SI-550a.2

3.1.1 Business risks.

(2) Service
interruptions(3) Total customer
down time
Description ofbusiness continuity
risks related
to disruptionof operations

336

Unit ofmeasureTopic

Discussion N/Aand analysis

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SDG dashboard t

9

SDG DASHBOARD
Ubisoft is committed to participating in the global effort to help achieve the Sustainable Development Goals (SDGs). The SDGs wereadopted by the United Nations in 2015. There are 17 of them, covering the entire range of sustainable development issues. They are acall for action directed at all countries to promote prosperity while protecting the planet by 2030. Economic and financial actors are
explicitly called upon to contribute to the SDGs by developing business models that directly address one or more of these goals.
Therefore, Ubisoft has decided to communicate on its efforts to contribute to the achievement of the SDGs. To determine which of theSDGs are the most significant for the Group, and which ones Ubisoft has the most impact on, the actions reported in Chapter 5 havebeen linked to the 169 targets related to the SDGs. The Group has selected the most emblematic projects and actions, those that meetthe examples provided by the GRI and the United Nations Global Compact, in particular in the guide "An analysis of the goals and theirtargets”[https://www.globalreporting.org/media/v5milwee/gri_ungc_business-reporting-on-sdgs_analysis-of-goals-and-targets.pdf]].
Given the nature of the Group's activities, the actions do not cover all of the 17 SDGs because some of these goals are not related to
Ubisoft's business model. Thus, while the Group contributes to a greater or lesser extent to many of the SDGs, the CSR commitments
target 6 of them on which Ubisoft has a significant impact: SDG 3 (good health and well-being), 4 (quality education), 5 (genderequality), 7 (affordable and clean energy), 10 (reduced inequality) and 13 (climate action).

1
2

The dashboard below presents the Group's actions related to the SDGs and their corresponding targets, as well as the section in
Chapter 5 where the action is detailed.
SDG

Sectionin the DPEF

TargetUbisoft actions

3.8

The Group promotes access to health professionals:

Achieve universal health coverage,
including financial risk protection,access to quality essential healthcare services and access to safe,
effective, quality and affordable
essential medicines and vaccines
for all

4.4
By 2030, substantially increase
the number of youth and adults
who have relevant skills, including
technical and vocational skills,
for employment, decent jobs
and entrepreneurship■ Free, reduced-cost or reimbursed medical consultations
available in certain entities

3

5.4.2
Page 144■ Accessible care for employees and their families
The Group is committed to helping populations in situations ofinequality in the face of the Covid-19 pandemic:■ Support to foundations dealing with the Covid-19 epidemic

4

5.5.2
Page 152■ Financial and material contribution
Ubisoft increases its commitment to diversity in the technology
professions:5■ Partnerships with associations to attract more young people
to technology-related disciplines■ Supporting the development of youth skills in these
disciplines

5.5.2
Page 152

6■ Diversifying the technology talent pool
■ Possibility that these digitally inclusive training courses foryoung people will lead to an internship, work-study or even a
job within Ubisoft
Ubisoft is committed to responding to humanitarian crises:■ Partnering with NGOs to provide educational support throughgaming via various projects to help refugees■ Provision of free educational mobile games■ Training in coding

7

5.5.2
Page 152■ Games to help young refugees learn to read in their native
language and the new language of the host countries

8
9

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u SDG dashboard

SDG

Target5.1
End all forms of discrimination
against all women and girls
everywhere

Ubisoft actions

Ubisoft is committed to breaking down stereotypes bydeveloping rich and complex characters that tend to reflect thediversity of the world around us:■ The ability to choose the gender of certain characters in our
AAA games

Sectionin the DPEF

5.3.1 and
5.4.2
Pages 138and 144■ Ability to choose transgender people
Ubisoft wants to put diversity and inclusion at the heart of its
strategy:■ Efforts made by all subsidiaries to increase awareness andvisibility of recruitment opportunities for women■ Implementation of pilot mentoring programs aimed atcreating pairs of senior employees and less experienced
female employees in order to boost the careers of the latter

7.2
By 2030, increase substantiallythe share of renewable energy
in the global energy mix

7.3
By 2030, double the global rate of
improvement in energy efficiency

The Group encourages its sites to switch to renewableelectricity wherever possible:■ Transition made by new entities each year
■ Increasing the share of electricity consumed from renewablesources
The Group continues to improve the efficiency and energy
efficiency of its workspaces, in particular through development
and renovation projects:■ Consideration of the environmental performance of buildings
when selecting new offices■ Certification of certain new buildings

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

5.4.1 and
5.4.2
Pages 142
and 144

5.6.2
Page 158

5.6.4
Page 160

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SDG dashboard t

SDG

Sectionin the DPEF

TargetUbisoft actions

10.2

Ubisoft is developing the accessibility of its games for people
with disabilities:

By 2030, empower and promote
the social, economic and politicalinclusion of all, irrespective of age,sex, disability, race, ethnicity,
origin, religion or economicor other status

9■ Achievement of "intermediate level" for some AAA games interms of accessibility■ Nomination of games in the "Accessibility" categories ofvarious awards

5.4.1 and
5.4.2
Pages 142
and 144

The Group is taking action to prevent inappropriate behaviour inonline communities:■ Setting up a dedicated team responsible for moderating theforums and content created by players■ Creation of "automatic filters" to mask in real time in chatrooms words and comments considered offensive or
discriminatory

1

5.3.2
Page 139

2

Ubisoft is committed to raising awareness among gamers
against all forms of discrimination and promotes diversity andinclusion in games and in real life:■ Partnership with various associations that promote a video
game ecosystem that is more representative of ethnic
minorities and/or women■ Possibility to choose the gender and ethnicity of characters
Training on discrimination issues

5.4.2 and
5.5.2
Pages144
and 152

3■ Opportunity to donate to inclusive video game organisations■ Meetings with the e-sports and professional world4

Ubisoft seeks to attract and recruit employees in an inclusive
manner:■ Diversification of talent through changes in the recruitment
process■ Widespread use of inclusive language in job advertisements,
training for recruiters when hiring new employees

5.4.2 and
5.5.2
Pages 144
and 152

5■ Gradual removal of recruitment criteria■ Achievement of gender diversity targets in teams this year

10.3
Ensure equal opportunity andreduce inequalities of outcome,including by eliminating
discriminatory laws, policies
and practices and promoting
appropriate legislation, policies
and action in this regard

Ubisoft deploys initiatives for the employment of people withdisabilities:■ Work to make the majority of premises accessible to people
with disabilities■ Creation of official guides for certain types of disabilities tobetter assist employees

6

5.4.2
Page 144■ Partnerships with associations that provide in-house training
on these subjects

7
8
9

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SDG

TargetUbisoft actions

13.1

The Group is committed to reporting its environmental impact:

Strengthen resilience and adaptive
capacity to climate-related hazards
and natural disasters in all
countries■ Response to the Carbon Disclosure Project questionnaire■ Publication in the EPFD and full update of the carbon
footprint each year

■ Annual definition of priority action areas in line with the Paris
Agreement

Improve education, awarenessraising and human and institutional
capacity on climate change
mitigation, adaptation, impact
reduction and early warning

340

5.6.2
Page 158■ Publication of the Group's annual progress in managing its
impactUbisoft contributes to carbon neutrality:■ Commitment to the Science-based Target Initiative (SBTi)

13.3

Sectionin the DPEF

5.6.1
Page 157

Ubisoft positively inspires by increasing team awareness:■ Organizing annual events that open a space for contributions
and solutions to environmental issues in the video gameindustry■ Training employees on the industry's climate issues■ Encouraging production teams to develop narratives thatmake players aware of their impact on the environmentUBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2021-22

5.5.2 and
5.6.2
Pages 152
and 158

CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
Table of risks t

9

TABLE OF RISKS
Stakeholders Issue

Players

Ubisoftcommitment

Personal data Ensuring theprotection
responsible
and transparent
collection anduse of personal
data

Associated risks
and opportunities

Risk mitigation
measures

Risks:■ Global implementation of the GDPR andother regulations governing personal dataprocessing (California Consumer Privacy Act).

■ Fraud■ HackingOpportunities:■ Being recognized
as a publisher thatplaces dataprotection at theheart of its strategy■ Earning players’
trust and attracting
new players

Ref.
in URD

5.3 & 5.7

■ Enhancing the resources offered to players
enabling them to better control the use of
their personal data.

1■ Limiting the collection of information only todata useful to the player experience.
■ Undertaking not to share the personal datacollected with third parties without priornotification and without offering players theopportunity to object or consent to thistransmission.

2■ Offering players the possibility to set theirown privacy and data sharing settings andactivating the 2-Factor Authentication (2FA)
system to enhance their account security.
Workenvironment

Guaranteeinga respectful
and safe work
environment
for all

Risks:■ Departure of talent■ Altering Ubisoft’s
employer appeal
in an already highly
competitive sector■ Inappropriate
behaviors
Opportunities:■ Launch of a new survey to identify team
expectations (Ubisoft XP).

3

5.4 & 3.1

■ Overall audit of HR processes conducted by
an external firm.

4■ Code of Conduct expanded and shared withall teams, with a signing rate of 96% at
March 31, 2022.
■ Compulsory
harassment
discrimination training.

and

non-

5

■ Making our work
environment afactor in attracting
and retaining talent
Toxic
behaviors
onlineEnsuring a safe Risks:■ Anti-cheating systems and regular follow-up
gamingof player feedback to identify and respond■ Fraudulent alteration
environment
proactively to cheating behaviors.
of the “Game Play”
for players
experience■ Codes of conduct for all multi-player games
and forums that specify prohibited behaviors,■ Harassment cansecurity rules and possible sanctions.
exacerbate thegaming experience

Opportunities:■ Being perceived asa major player in
efforts to combat
inappropriate
behaviors in online
games■ System of sanctions
identified as cheaters.

against6

5.3 & 3.1

7players■ Dedicated team responsible for moderating
forums and content created by players.
■ “Automatic screening” systems capable ofmasking words and messages deemed
insulting or discriminatory in real times.

8■ Increasing ourmarket share in
our online games

9

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Stakeholders Issue

Players(next)

Teams

Ubisoftcommitment

Monetization Adopting
monetization
andengagement
policies that
respect theplayerexperience andare sustainable
over the longterm
Protectionof minors

Ubisoft iscommitted
to protecting
young players
to offer theman ageappropriate
gamingexperience

Diversity
Ubisoft
and inclusion encourages
diversity andinclusion within
its teams witha view tocreating ahealthy andinclusive
workingenvironment
andencouraging
creativity
through diverse
perspectives

Associated risks
and opportunities

Risk mitigation
measures

Risks:■ “Fair Monetization” charter for a responsible
monetization model.

■ Distorting the
gaming experience■ Reputational risk

Ref.
in URD

5.3■ Implementation of mandatory activation forcertain paid features for minors in games.

Opportunities:■ Positive reputational
impact■ Attracting new
players
Risks:■ Offensive content■ Inappropriate
behaviors in online
communities
Opportunities:■ Establishment of a young player account for
free-to-play games with minor protection
settings.

5.3■ Creation of a “Family & Gaming” page on
Ubisoft’s website to answer the mainquestions parents have about video gamepractices.

■ Reputational benefit ■ Efforts by the production and distribution
teams working directly with the ratings■ Being recognizedagencies and consumer protection bodies to
as a publisher that
ensure that all content developed isoffers a safe gaming
compliant with age classifications.
environment forunderage players
Risks:■ Lack of employer
appeal■ Strategic target included in the CEO’s bonus
to increase the percentage of women in thecompany's workforce.

■ Turnover within
teams■ Commitment to reduce the gender pay gap.

■ Inappropriate
behaviors
Opportunities:■ Being positioned
as an employer that
integrates a variety
of profiles while
ensuring theperformanceand cohesionof the teams

5.4■ Active campaigns with specialized video
game schools to attract more diverse talent.
■ Creation of a strategic action plan to makeUbisoft a leading player in diversity andinclusion in the tech and entertainment
sector.

■ Promoting creativity
and innovation
Business
ethicsUbisoft
undertakes
to comply withall applicableregulations
and laws
concerningbusiness ethics

Risks:■ Regulatory noncompliance■ Enhanced Code of Conduct, shared with allteams, with a signing rate of 96% at
March 31, 2022.

Opportunities:■ Whistleblowing
Group level.

■ Being recognized
as a company thatis respectful with
its partners■ Developing longterm partnerships
with its partners

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systemimplementedat■ Anti-corruption training mandatory for allteams.

5.2

CONTENTS

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Table of risks t

Stakeholders Issue

Teams(next)

Ubisoftcommitment

Attracting
Ubisoft strives
and retaining to attract andtalentretain the besttalent in ahighlycompetitiveenvironment

Associated risks
and opportunities

Risk mitigation
measures

Risks:■ Creation of partnerships with the leadingcolleges in the various countries in which theGroup operates.

■ Inability to attract
and retain talent
Opportunities:■ Becoming the most
attractive employer
in the video gameindustry thanks to
our culture ofcollaboration andwell-being at work

■ Compensation strategy tailoredcompetitiveness of the sector.

9

Ref.
in URDto

5.4 & 3.1

the■ “Employer brand” promotion campaigns.
■ Implementation of various high-level training
programs tailored to the challenges of thevideo game sector.
■ Multiplication of collaborative tools
forums to encourage skill-sharing.

1

and■ Development of a deep-rooted corporate
culture promoting well-being at work and thefulfillment of teams, allowing talented teammembers to reach their full potential.

2■ Development of new ways of working, with
the introduction of more flexible working
conditions adapted to each person in theGroup.
Employability Ubisoft iscommitted
to training its
teams in orderto provide its
employeeswith key skills
for the futureof their careers

Risks:■ Loss of know-how,experience andprofessionalism■ Implementing high-level training programs
and conferences.
■ Multiplication of collaborative tools
forums to encourage skill-sharing.

3

5.4 & 3.1

and

4

Opportunities:■ Ensuring teammembers havecutting-edge skills
throughout theircareers

5■ Retaining talent

6
7
8
9

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Stakeholders Issue

PlanetCarbonfootprint

Ubisoftcommitment

Associated risks
and opportunities

Risk mitigation
measuresUbisoft has
undertaken
to contributeto carbon
neutrality

Risks:■ Strategic target to reduce the carbon impact
included as a criterion in the CEO’scompensation.

■ Impact of climate
hazards

Ref.
in URD

5.6■ Growing scarcity of ■ Plans to reduce, avoid and capture
greenhouse gases.
certain metals usedin the construction■ Plan to switch to renewable energies.
of consoles and PCs■ Constraints linked tothe energy transition
on certain energyintensive games
Opportunities:■ Establishing aleadership position
to reduce ourcarbon impact
in video games■ Attracting newinvestors throughour environmental
commitment■ Attracting new
employeescommitted tothe environmental
cause

Environmental
awareness

Ubisoft iscommitted
to raising its
teams’
awarenessof theirenvironmental
impact■ Deterioration of
the employer brand■ Presenceof
employeecommittees
dedicated to environmental actions within
the company.

■ Failure to meetannounced carbon
reduction targets■ Launch of an online learning program: theClimate School.

Risks:

Opportunities:■ Attracting new
profiles of teammembers andplayers, who
are aware ofenvironmental
issues■ Being perceived
as a leader on
the environment
in the video gameor entertainment
sector■ Contributing tocarbon neutrality byraising awarenessamong our teams,
partners and players

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5.6

CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
Application of the EU taxonomy to Ubisoft Entertainment SA’s business activities t

9

APPLICATION OF THE EU TAXONOMYTO UBISOFT ENTERTAINMENT SA’S BUSINESS ACTIVITIESThe European Taxonomy for Sustainable Activities or “Taxonomy” establishes a list of economic activities considered to beenvironmentally sustainable on the basis of ambitious and transparent technical criteria. The implementation of this framework aimed at
identifying economic activities contributing to the European objective of carbon neutrality – the Green Deal - highlights the scale of theeconomic and industrial transformations to be achieved as well as the ambition of the European authorities in terms of sustainablefinance and transparency. Drawing on its environmental, social and societal commitments, Ubisoft Entertainment SA fully supports theEuropean Commission in its work of analyzing activities and setting technical criteria to guide public and private sector investments
towards projects contributing to the transition to a sustainable and low-carbon economy (1).

1

The Taxonomy’s first environmental objectives relating to climate change mitigation and adaptation have prioritized the sectors ofactivity that account for a large portion of greenhouse gas emissions at the European Union level. With a business model based mainlyon the development, publishing and distribution of video games, only the hosting activity is eligible in terms of these objectives.

2

1. ACTIVITIES ELIGIBLE FOR CLIMATE CHANGE MITIGATION
AND ADAPTATION OBJECTIVESIn accordance with European Regulation 2020/852 of June 18, 2020 on the establishment of a framework to facilitate sustainable
investment in the European Union (EU) (2), Ubisoft Entertainment SA is required to publish, for the financial year ended March 31, 2022,
the share of its eligible revenue, investments and operating expenses deriving from products and/or services associated with economic
activities considered to be sustainable within the meaning of the classification and the criteria defined in the Taxonomy for the first two
objectives of climate change mitigation and adaptation.

3

To meet this regulatory obligation, Ubisoft Entertainment SA set up a working group composed of members of the Finance
Department, the CSR Department and the Administrative Department. This committee analyzed the eligibility of the Group’s activities,
on the basis of the Delegated Regulation on the Climate of June 4, 2021 and its appendices (3) supplementing Regulation (EU) 2020/852
by specifying the technical criteria for determining the conditions under which an economic activity can be considered to contribute
substantially to climate change mitigation or adaptation.

Category

Reference Regulation

Definition

Eligible for mitigation
and adaptation objectives

Commission Delegated Regulationof June 4, 2021 supplementing
Regulation (EU) 2020/852 of theEuropean Parliament and of the Council

Activities considered eligible are thosethat meet the definitions set out in the
Delegated Regulation on climate
mitigation and adaptation objectives

→

4
5
6

Based on a detailed analysis of all its business lines, in terms of valuation of its revenue, Ubisoft Entertainment SA has identified thehosting activity as corresponding to section 8.1. “Data processing, hosting and related activities” of the climate change mitigation
objective. The development, publishing and distribution of video games have not yet been identified as eligible, as the associated NACE
classification code for economic activities does not appear in the Delegated Regulation. CAPEX and OPEX indicators mainly concern
investments associated with eligible activities, including hosting servers and assets related to film production, as well as buildings
owned and leased by the Group (in particular under IFRS 16).

7

2. CALCULATION OF TAXONOMY INDICATORS

8

The financial information presented below corresponds to the definitions provided in article 8 of the Regulation (2), which sets out how
to calculate KPIs and the narrative information to be published. The information has been subject to joint analysis and control by the
Administrative Department and the business teams.
A detailed analysis was performed together with a review of the existing processes and reporting systems to identify the financial
aggregates required by the Taxonomy and the financial information extracted from the Group’s information systems (investment
monitoring, consolidation) was analyzed and verified to ensure consistency with consolidated revenue, OPEX and CAPEX for the year
ended March 31, 2022.

9

It should be noted that the Taxonomy includes a restrictive definition of OPEX, explaining an OPEX KPI below 1%. Expenses related to
non-capitalized research and development, building maintenance, and short-term rentals can be considered in the denominator.

(1)
(2)
(3)

https://ec.europa.eu/info/business-economy-euro/banking-and-finance/sustainable-finance/eu-taxonomy-sustainable-activities_en
https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32020R0852&from=EN
https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021R2139&from=EN

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Eligibility

Eligible revenue KPIEligible CAPEX KPIEligible OPEX KPIEligible revenue related
to hosting activities

CAPEX related to eligible
activities and buildings(IFRS 16)

OPEX related to eligible
activities and expenses
covered by the Taxonomy

9.5%
Taxonomy KPI eligibility
expressed as a %2.5%

o/w proportion of eligible
CAPEX related to IFRS 16:
6.3%

0.1%

Ubisoft Entertainment SA will review its methodology and eligibility analysis as the Taxonomy is implemented and in line with changes
in the listed activities and technical review criteria.

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“This is a translation into English of the Universal Registration Document of the Company issued in Frenchand established in XHTML format. It is available on the website of the Issuer.”©

Ubisoft Entertainment. All Rights Reserved.

Ubisoft Entertainment SA
Joint stock company (French “SA”) with a share capital of €9,705,642.91
Registered office: 2, rue du Chêne Heleuc – 56910 Carentoir – France

Executive management: 2, avenue Pasteur – 94160 Saint-Mandé – France
335 186 094 RCS Vannes

Realisation: Ruban Blanc

This document was printed in France by an Imprim’Vert certified printer on PEFC certiﬁed paper sourced
from controlled and sustainably managed resources.

AU ST R A L I A
B E LG I U M
BRAZILB U LGA R I A
CA N A DACHINADENMARKFINLANDFRANCEGERMANYH O N G KO N GINDIAI TA LY
JA PA N
KO R E A
M E X I CO
N E T H E R L A N DS
PHILIPPINESPOLANDRO M A N I A
RU S S I ASERBIAS I N GA P O R E
S PA I N
SW E D E N
TA I WA N
UKRAINEU N I T E D A R A B E M I R AT E S
UNITED KINGDOMU N I T E D STAT E S
VIETNAMREGISTERED OFFICE2, rue du Chêne Heleuc56910 Carentoir, France
EXECUTIVE MANAGEMENT
2, avenue Pasteur
94160 Saint-Mandé
Telephone : +33(0)1 48 18 50 00