2023-24
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

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

7

1.3

Sales by geographic region

8

GROUP PRESENTATION

92.1Group business model and strategy

10

2.2

History14

2.3

Highlights

15

2.4

Subsidiaries and equity investments

16

2.5

Research and development, investment
and financing policy

18

2.6

2023-24 performance review (non-IFRS data)
20

2.7

3
4
5

Outlook

RISKS AND INTERNAL CONTROL

24

Risk factors

26

3.2

Risk management and internal control
mechanisms

38

45

4.1

Corporate governance

46

4.2

Compensation of corporate officers

90

CORPORATE SOCIAL RESPONSIBILITY
5.1

Corporate social responsibility governance

5.2

Offering a customized gaming experiencethat enriches players’ lives beyond pureentertainment

5.3

Acting as a responsible employer

5.4
5.5
5.6
5.7
5.8

7

25

3.1

CORPORATE GOVERNANCE REPORT

6

125
126

8
9

FINANCIAL STATEMENTS
6.1

181

Consolidated financial statements for the year
ended March 31, 2024

182

6.2

Statutory Auditors’ report on the consolidated
financial statements

239

6.3

Separate financial statements of Ubisoft
Entertainment SA for the year ended
March 31, 2024

245

6.4

Statutory Auditors’ report on the separate
financial statements

274

6.5

Statutory Auditors’ special reporton regulated agreements and commitments

280

6.6

Ubisoft Entertainment SA results
for the past five financial years

282

INFORMATION ON THE COMPANY
AND ITS CAPITAL

283

7.1

Legal information

284

7.2

Share capital

288

7.3

Share ownership

292

7.4

Securities market

296

7.5

Additional information

300

2024 GENERAL MEETING

303

8.1

2024 General Meeting agenda

304

8.2

Presentation and text of draft resolutions

305

CROSS-REFERENCE TABLES, SASBREPORTING AND EU TAXONOMY

325

Cross-reference table of the Universal Registration
Document

326

Annual financial report cross-reference table

328

Management report cross-reference table

329

133

Statement of non-financial performance (DPEF)
cross-reference table

330

140

Corporate governance report cross-reference table

332

Societal contribution

151

Optimizing our environmental impact

157

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

333

168

SASB reporting334

SDG dashboard

337

Table of risks

341

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

346

Ethical business management
Methodology note on employee-related,environmental and societal reporting
Report of the independent third-party
organization on the verification of consolidated
non-financial performance statement includedin the management report

173

177
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

CONTENTS

1
2
3
4
5
6
7
8
The Universal Registration Document was filed on June 20, 2024 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 – 2023-24

1

CONTENTS

2UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTSMESSAGE FROM THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
Yves Guillemot

1This year marked a pivotal first step in Ubisoft’s turnaround, showcasing solid performanceand the first benefits of our transformation toward a more balanced and recurring business model,
one supported by multiple revenue streams.

As Ubisoft continuously adapts to a fast-changing industry, thisyear marked a pivotal first step in our turnaround. We delivereda solid performance and realized the first benefits of ourtransformation toward a more balanced business model,
advancing on our strategy to expand the global reach of
Ubisoft’s biggest brands and enhance our recurring modelthrough long-lasting Live games.
The year also demonstrated the strength and value of our key
assets including our talented global teams, a diversified
portfolio of high-quality franchises which drove our back catalog
revenues to all-time highs, passionate communities of fansacross franchises, cutting-edge proprietary technologies and aunique position in the gaming industry that enabled us to sign
profitable partnerships.

Record year with powerful AAA franchises
and back catalog sustained robust
performance
Our FY 2024 results confirm that Ubisoft is back on track on its
profitable growth trajectory, with record annual net bookings,
and operating income aligned with our targets.
Back catalog was a key driver of Ubisoft’s performance thisyear, with net bookings up 49% to 1.5 billion euros, notablyreflecting a stellar Rainbow Six Siege performance.
Overall, the Assassin’s Creed and Rainbow Six franchises bothachieved very strong net bookings growth, up more than 30%
and 50% respectively, and benefited from solid fan bases, eachsurpassing 30 million unique active players over the year,
highlighting the reach of our core franchises.

2

Return to a strong sequence of quality
releases designed to be long term sellers

3This year marked our return to delivering a sustained cadenceof quality releases designed to be long-term sellers, illustrating
the extraordinary creative potential of our teams.

4

Assassin’s Creed Mirage successfully harnessed the strengthof the Assassin’s Creed brand to deliver a back-to-the-roots
experience, with a narrative-driven action-adventure focused on
parkour and stealth that have defined the franchise for morethan fifteen years. The game notably won the Audience Awardat the 2024 Pegasus Ceremony.

5

The Crew Motorfest has outperformed The Crew 2 onacquisition, activity, monetization and net bookings metrics on acomparable basis this year, leading to record net bookings forthe franchise, that quadrupled year-on-year.

6

Avatar Frontiers of Pandora was praised for the visual quality of
its world, setting an industry benchmark and showcasing thepower of Ubisoft Snowdrop, our proprietary game engine.
Skull and Bones, our naval combat game, displayed strong
engagement, achieving the second-best daily playtime for a
Ubisoft game. The game also recorded retention metrics thatrank among our best Live games.

7

And finally, Prince of Persia The Lost Crown was unanimously
praised by players and critics thanks to its best-in-class level
design and the engaging combat gameplay, and is a compelling
illustration of Ubisoft’s capacity to revive iconic brands.

8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

3

CONTENTSMESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
u Yves Guillemot

B2B Partnerships delivering value
and monetization of our streaming rights
Furthermore, in an industry marked by strong demand forhigh-quality content, the uniqueness and attractiveness of
Ubisoft’s portfolio of wholly owned IPs was once again
highlighted this year by our continued ability to sign profitable
B2B partnerships that are incremental to the lifetime value ofour back catalog titles while providing quality content for ourpartners. The year was also marked by B2B partnerships on
streaming, including licensing the Activision Blizzard streamingrights in a non-exclusive manner.

Cost reduction plan on track, more focusedand selective investments
As part of Ubisoft’s efforts to streamline its operations andadapt to evolving market trends, we have made solid progressin our cost reduction plan. Targeted restructurings, combinedwith the continued tight control on recruitments and more
selective investments, led to a reduction in our fixed cost baseby around 150 million euros this year. While there remains
work to be done, we are on track to reach the annual 200million-euro cost reduction objective by FY26.
Additionally, we have decided to stop development on The
Division Heartland and have redeployed resources to bigger
opportunities such as XDefiant and Rainbow Six Siege.

Strategic focus sharpened on two coreverticals: Open World Adventure andnative Games-as-a-Service.
Pursuing a pragmatic and selective organic investment
approach, our strategic focus is (1) on returning to leadership in
the Open World Adventures segment and (2) expanding ourfootprint in Game-as-a-Service (GaaS)-native experiences. With
these two core verticals, and leveraging our ongoinginvestments in proprietary technologies to reach and maintain acompetitive advantage, we aim to drive growth and recurrencewith the objective to gradually expand operating income andgenerate robust free cash flow.
The Open World Adventure market represents €25 billion
today, and is expected to grow over the coming years. This
market is dynamic, frequently benefiting from technologicaldisruptions, and is characterized by high barriers to entry.
Ubisoft can rely on big franchises to address this market. This
will start in FY2024-25 with the launch of Star Wars Outlaws
and Assassin’s Creed Shadows and will continue in the futureyears as we deliver immersive experiences that attract more
players into our universes and reach new audiences, notably
thanks to multiplayer and mobile.
The GaaS-native segment is one of the major segments in thevideo game industry. It currently represents 120 billion euros
and is a key growth driver thanks to the largest total
addressable market in terms of number of players. In thissegment, Rainbow Six Siege has become one of our largest
and most profitable games. The objective is to expand ourfootprint in this dynamic market notably thanks to growing ourexisting experiences as well as the upcoming releases of
XDefiant, Rainbow Six Mobile and The Division Resurgence.
To conclude, I extend my sincere gratitude to our talented
teams for their resilience and dedication, and to our players,
partners, and shareholders for your unwavering loyalty, support,
and trust in us.

4

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

1

CONTENTSKEY
FIGURES

1
2
3

1.1

QUARTERLY AND ANNUALCONSOLIDATED SALES

6

1.2

SALES BY PLATFORM

7

1.3

SALES BY GEOGRAPHIC REGION

8

4
5
6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

5

1

CONTENTSKEY FIGURES

u Quarterly and annual consolidated sales

1.1

QUARTERLY AND ANNUAL CONSOLIDATED SALESNET BOOKINGS(in € millions)TOTAL
FINANCIAL YEAR

2023-242022-23
1,739

2,321

873
727
555

626

406
293

313

268

1st quarter2nd quarter3rd quarter2022-23

Net bookings (1)4th quarter2023-24

Change atconstant
exchange rates (2)(in € millions)2023-24

1st quarter

268

293

-8.7%

-7.7%

2nd quarter

555

406

36.6%

40.1%

3rd quarter

626

727

-13.8%-11.7%

873

313

178.7%

181.1%

2,321

1,739

33.5%

35.8%

th

4 quarter
FINANCIAL YEAR TOTAL

2022-23

Change atcurrent
exchange rates(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

IFRS 15 Sales

Change atconstant
exchange rates *(in € millions)2023-242022-23

1st quarter

289

318

-9.2%

-8.2%

2nd quarter

547

413

32.5%

35.9%

3rd quarter

606

772

-21.5%-19.5%

4th quarter

858

311

176.3%

178.8%

2,301

1,814

26.8%

29.1%

FINANCIAL YEAR TOTAL*

6

Change atcurrent
exchange rates

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 – 2023-24

CONTENTS

KEY FIGURES
Sales by platform t

1.2

1

SALES BY PLATFORM

NET BOOKINGS

56%
40%
32%

1

31%

18%
6%
ConsolesPC

Mobile2022-23

*

11%

2

6%

Others *32023-24

Derivatives, etc.

Net bookings *(in percentage)2023-242022-23

Consoles

56%

40%

PC

32%

18%

Mobile6%31%

Other Platforms

6%

11%

100%

100%

2023-242022-23

Consoles

55%

39%

PC

31%

17%

Mobile7%30%

Other Platforms

6%

14%

100%

100%

TOTAL
*

4
5

Net bookings are defined in section 2.6.1

IFRS 15 Sales(in percentage)

TOTAL

6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

7

1

CONTENTSKEY FIGURES

u Sales by geographic region

1.3

SALES BY GEOGRAPHIC REGION

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

1,238

TOTAL WORLD

2023-24

814

2,321

875

2022-23
1,739

554
311

EuropeNorth America
2022-23

Net bookings *(in € millions)

Rest of the world2023-242023-242022-23814

554

Northern America

1,238

875

Rest of the World

269

311

2,321

1,739

2023-242022-23

EuropeTOTAL*

Net bookings are defined in section 2.6.1

IFRS 15 Sales *(in € millions)
Europe796

584

Northern America

1,217

920

Rest of the World

288

310

2,301

1,814

TOTAL
*

8

269

Estimation of end customers location for certain BtoB contracts

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

2
2.1

2.2

2.3

CONTENTSGROUPPRESENTATION

2
3

GROUP BUSINESS MODEL
AND STRATEGY10

HISTORY14

HIGHLIGHTS

15

2.3.1 Financial year highlights

15

2.3.2 Post financial year highlights

15

2.4

SUBSIDIARIES AND EQUITYINVESTMENTS

1

16

2.4.1 Investments during the financial year

16

2.4.2 Business activities of subsidiaries

16

2.4.3 Simplified organization chart

17

2.5

RESEARCH AND DEVELOPMENT,INVESTMENT AND FINANCING
POLICY

2.5.1 Research and development policy

18

2.5.2 Investment policy

18

2.5.3 Financing policy

19

2.6

2023-24 PERFORMANCEREVIEW (NON-IFRS DATA)

20

2.6.1 Definition of Non-IFRS financial
Indicators

20

2.6.2 Changes in the income statement(unaudited)21

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

22

2.7

24

OUTLOOK

4

18

5
6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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 for consoles, PC andmobile. Ubisoft stands out thanks to a unique production
organization which enables the Group to create and own all of its
most significant franchises, enter organically successfully new
segments and to release high quality new content and games on aregular basis. This strategy has enabled Ubisoft to grow strongly
while significantly increasing the recurrence of its revenues. Taking
advantage of these assets, the Group has considerably transformed
and expanded its portfolio of franchises over the past 10 years,
which now focus more on long-term player engagement: Assassin’s
Creed®, Brawlhalla®, The Crew®, Far Cry®, For Honor®, Just Dance®,
Mario + Rabbids®, Skull and Bones™,Tom Clancy’s Ghost Recon®,
Tom Clancy’s Rainbow Six® and Tom Clancy’s The Division®. Ubisoft
is adapting to converging industry trends and prioritizing its efforts
on its biggest franchises to make them truly global brands and on
long-lasting Live games. Ubisoft is committed to boosting its
efficiency and execution through a more agile organization adapted
to new market conditions, with a strong focus on initiatives toenhance predictability across its productions and through its costreduction efforts.
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, 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 decade has
enabled Ubisoft to establish a direct relationship with them.
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 9th century
Baghdad, the Viking raids in England, the Crusades, theItalian Renaissance, the American or French revolutions,the industrial revolution during the reign of Queen Victoria,
and even ancient Egypt or ancient Greece. They can alsointeract 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 cooperative skills,• open-world games such as The Crew®, Far Cry® or Skulland Bones™ 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 of Light,
Far Cry 6®, Prince of Persia, Rainbow Six Siege, Watch
Dogs® 2,10

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24• 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 premium
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, notably with the release of Assassin’s Creed
Shadows (November 15, 2024), Star Wars Outlaws (August 30,2024), XDefiant (May 21, 2024), Rainbow Six Mobile, The Division
Resurgence during the fiscal year 2024-2025.

CONTENTS

GROUP PRESENTATIONGroup business model and strategy t

The potential generated by these opportunities must be balanced
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 models 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 is expected to continue thanks to its uniquecharacteristics: interactivity and social links with communities.
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 thanks to its capacity to act withagility and react quickly, as it has proved throughout its history.
Thanks to the ownership of its brands, studios, technologies andits unique corporate culture which allows talented individuals todevelop and reach their full potential, a portfolio of rich and varied
franchises, and a profound desire to add value to players’ lives,
Ubisoft offers long-term visibility to its talents, its player
community, and its shareholders.

1

Trends/Outlook for Ubisoft’s business

Increased digitalization
incorporating varioustransaction models(premium, Free-to-Playand subscriptions)

Mainstreamingof live titles andadditional content

2

Games
for all player
profilesExpansionof multiplayer andmultimedia games

3

Creationof persistentworlds and new
game methods

4

TRENDS/OUTLOOKFOR UBISOFT’S
BUSINESS

5
6
Operationof brands in new
segments (eSports, etc.)

Openingof new markets(Asia, streaming, etc.)
Technological advances
improving player experience(Artificial Intelligence,
cloud computing, etc.)

7

Strong policy
to attract talents

8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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

Operation

PLAYERCOMMUNITIES

Production

UR

Video games for consoles,
PC and mobile

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 – 2023-24

CONTENTS

GROUP PRESENTATIONGroup business model and strategy t

RESSOURCES

2

VALUE CREATION FOR OUR STAKEHOLDERS

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

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

Engaged player communities who are
stakeholders in our universes

 Brands recognized for their quality andtheir relationships with their communities

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

1
2

ECONOMIC AND STRATEGIC

Thanks to a corporate
culture focusedon the long-term,
creativity andinnovation

Ownership of all our brands, studios
and key technologies

 All the main brands are wholly owned

Recognized agility and adaptability

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

Organic growth Proven ability to create powerful brands

Internalization of the vast majority of the production

 Percentage of internal production in total R&D
expenses: 94%

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

3 54.55% independent directors and54.55% womenTransformation of the business model toward
more recurring activity (back catalog)
and more profitability (digitalization)

 Share of recurring revenue (back catalog): 64.5%
Share of digital revenue: 85.6%

4

TALENTSA fulfilling work
environment

A recognized employer brand to attract
and 19,011 passionate employees engaged
in enriching player’s lives

 1,777 hires in FY24

A creative work environment at the cuttingedge of technology and innovation

 The question “I feel comfortable being myself at work”
got an 80 score on 100 in the annual employee survey

A work environment where everyone
has the freedom to express their ideas
with responsibility and confidence Teams of 113 nationalities in 28 countries,
with 25.9% women in total and 33.3% in the executive
committee

5 More than 80 communities of practice6

A culture of diversity and collaboration
where everyone is valued

BUSINESS PARTNERS

Long-term
relationships
with our 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 manufacturing of derived
products, etc.)

 A selection process based on criteria in line with
the Duty of Care and Sapin 2 laws as well as
on environmental criteria

8

LOCAL SOCIO-ECONOMIC ECOSYSTEM

By developing
our societal
contribution

A presence in regions with strong growth potential

 4,657 direct jobs in Quebec on 31 March 2024

Clearly defined philantropy ambition
and action pillars

 A consolidated societal impact around 3 action pillars

A worldwide philantropy referents networkand engaged employees

ENVIRONMENT

And by optimizing
our environmental
impactAn ambitious strategy and strong commitments
A solid and active partnership with the "Playing
for the Planet" alliance, under the aegis
of the United Nations Environment program
Educated teams and employee communities
committed to environment9 138 initiatives in 28 entities Carbon reduction targets per employee included
in executive compensation and a commitment
validated by SBTI in 2022
 Five “Green Game Jam” initiatives launchedin 2023
 Deployment of green IT, green travel, green
procurement policies, Climate School training
at Group level 23.5 ktCO2e of climate contribution
on projects, including one chosen by employeesUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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 2024, the percentage of Net
Bookings Digital rose from 11.7% to 85.6%.
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 propelled 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.

2007–2024: A real creator of franchises
and acceleration of the digital businessSuccessful entry organically into the creationof open-world games and the operationof Live services

Ubisoft 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 creates the Just
Dance® video game series.
The Group makes a major shift toward 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™, Skull and Bones™,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 – 2023-24■ 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 in 2013;■ 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 Green Panda Games, a specialist in hyper casual
free-to-play mobile games, in 2019;■ 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

June 2023
Ubisoft announces that Assassin’s Creed
Codename Jade will be published by Level
Infinite

Following the licensing partnership on mobile announced inJuly 2022 by Ubisoft, Level Infinite will publish Assassin’s Creed
Codename Jade mobile game. Assassin’s Creed Codename Jade
will be an open world action adventure/RPG game which will be
released on iOS and Android devices. Set during the time of thefirst unified Chinese empire in the Third Century B.C., the gamebuilds on Assassin’s Creed’s legacy – giving players the chance
to explore a huge open-world and meet an unforgettable newensemble of heroes and villains.
This partnership is another positive step in the long-term strategic
relationship between Tencent and Ubisoft. It also confirms
shared confidence in Ubisoft’s long-term potential to grow andbring meaningful value to its stakeholders.

September 2023
All resolutions adopted at the Ubisoft
General Meeting held on September 27, 2023

The shareholders approved all of the resolutions featured on theagenda for the meeting, highlighting the broad support andconfidence of the shareholders in Ubisoft’s strategy. In particular,
the shareholders voted for the appointments of two new
independent directors, Katherine Hays and Olfa Zorgati. Ubisoft
welcomes them to its Board of directors and looks forward tobenefiting from their respective expertise and experience, which
will contribute to support Ubisoft's strategy and development in
the coming years.
The shareholders also renewed the terms of office of Corinne
Fernandez-Handelsman and Belén Essioux-Trujillo as independent
directors. With these appointments and the additional director
refreshments made during recent years, Ubisoft continued tostrengthen its Board in order to benefit from high-caliber profiles
who bring a diverse set of skills and expertise, particularly in2video games, finance, human resources and management oflarge organizations. Independent members account for 55% of
the Board’s composition. Claude France, who joined the Board in
July 2022 to bring her digital and tech expertise as well as her
experience managing large scale organizations, has been
appointed as the new lead independent director as well as
Chairwoman of the Audit & Risk Committee.

1

October 2023
Ubisoft finalizes the acquisition of Activision
Blizzard cloud streaming rights

2

Ubisoft announced the completion of the transaction with
Activision Blizzard giving Ubisoft the perpetual cloud streamingrights for Call of Duty and all other existing Activision Blizzard
Console and PC titles as well as those releasing over the next
15 years. These rights will further strengthen Ubisoft’s content
offering through its subscription service Ubisoft+ as well as
allowing Ubisoft to license them to third parties.

3

November 2023
Placement of bonds convertible into newshares and/or exchangeable for existing
shares (“OCEANEs”) due 2031 for a nominal
amount of €494.5 million

4

On November 28, 2023, Ubisoft successfully completed anoffering of bonds convertible into and/or exchangeable for new orexisting shares (“OCEANEs”) due 2031 by way of a public
offering to qualified investors for a nominal amount ofapproximately €494.5 million. The net proceeds of the Offering
will be used for general corporate purposes, increasing financial
flexibility and refinancing of the existing debt. This includes thepartial repurchase below par of approximately €250 million of theoutstanding OCEANEs due September 2024, representing
approximately 50% of the aggregate principal amount.

56
7

2.3.2 POST FINANCIAL YEAR HIGHLIGHTS
April 2024
Ubisoft announces the appointment
of Cécile Russeil as Executive Vice-President
Ubisoft announced the appointment of Cécile Russeil to thepositionof
Executive
Vice-President
inchargeofCommunications, Corporate Affairs, Diversity, Inclusion andAccessibility, Human Resources and Legal.

In her new role, Cécile Russeil will be responsible for many of
Ubisoft’s corporate functions and teams. She will bring her
extensive knowledge of the company and the industry to thesefunctions, which are strategic for the group’s continued
development. Under unified leadership, these teams will benefit
from greater agility, consistency, and influence across Ubisoft’s
global operations.

8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

15

2

CONTENTSGROUP PRESENTATION
u Subsidiaries and equity investments

2.4

SUBSIDIARIES AND EQUITY INVESTMENTS

2.4.1

INVESTMENTS DURING THE FINANCIAL YEAR

Acquisitions of companies
None.

Exercise of call options

On November 23, 2023, Ubisoft acquired an additional 10% inGreen Panda Games SAS by exercising a call option, then on
January 25, 2024, it acquired the remaining 20% of the company,
thereby acquiring 100% of the company's capital.

Opening of subsidiaries

Mergers and dissolutions of subsidiaries

April 2023: Merger of Ubisoft Music Publishing Inc. with Ubisoft
Entertainment Inc.
October 2023: Merger of Ubisoft Production Internationale SASwith Ubisoft International SAS.
December 2023: Merger of Ubisoft Creation SAS with Ubisoft
International SAS.
January 2024: Dissolution of Hotrod Tanner LLC.

May 2023: Creation of i3D.net SAS in France and i3D.net Inc in
Canada.

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

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.

MAIN PUBLISHING SUBSIDIARIES
Subsidiary(in € millions)

03/31/24

IFRS financial statements

Sales

Operatingprofit (loss)

Net
incomeSales

Operatingprofit (loss)

Net
incomeUbisoft Inc. (United States)

950.3

25.3

0.3

589.0

15.6

(16.7)of which intra-group sales

57.1

Ubisoft EMEA SAS (France) *

852.2

8.9

4.6

of which intra-group sales

36.8

*

73.5
15.0

10.8

479.0
91.1

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 invoicing of the sales and marketing subsidiaries by theparent company for a publishing license.

16

03/31/23

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

The parent company also centralizes a number of costs that itthen allocates to its subsidiaries, in particular:■ general and administrative expenses;■ IT and hosting expenses;■ interest related to the cash management agreement,
guarantees and loans.

CONTENTS

GROUP PRESENTATION
Subsidiaries and equity investments t2

2.4.3 SIMPLIFIED ORGANIZATION CHART
The organization chart below shows the Group companies and/or branches with an operational business as at March 31, 2024. Unlessotherwise indicated, these companies are wholly owned, directly or indirectly.

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

GERMANY• Ubisoft Blue Byte

GmbH
SAS
• Kolibri GamesGmbH• Ubisoft Annecy SAS• Ubisoft Bordeaux SAS • Ubisoft GmbH
• Ivory Tower SAS
POLAND• Nadéo SAS• Ubisoft spółka z• Ubisoft Mobile
ograniczoną
Games SARL
odpowiedzialnością
• Ubisoft Paris –Mobile SARL• Green Panda GamesSAS• Ubisoft Emea SAS

OTHER BUSINESSFRANCE• Ubisoft International
SAS

SWEDEN• Ubisoft Fastigheter
AB

SPAIN

• Ubi Studios SL• Ubisoft Barcelona
Mobile SL

ITALY• Ubisoft Studios Srl
UNITED KINGDOM• Ubisoft Reflections
Ltd• Ubisoft Ltd• Ubisoft CRC Ltd
FINLAND• RedLynx Oy
SWEDEN• Ubisoft

Entertainment
Sweden AB

BULGARIA

VIETNAM• Ubisoft Vietnam• Ubisoft EooD

Company Ltd

ROMANIAJAPAN• Ubisoft Srl
UKRAINE• Ubisoft Ukraine LLCSERBIA• Ubisoft Doo Beograd• Ubisoft Osaka KK• Ubisoft KK
CHINA• Shanghai Ubi

Computer SoftwareCo., Ltd.
UNITED ARAB EMIRATES • Chengdu Ubi
Computer Software• Ubisoft Emirates FZCo., Ltd.
LLC
KOREA

SINGAPORE• Ubisoft Singapore
Pte Ltd• Ubisoft

Entertainment

AUSTRALIA

PHILIPPINES• Ubisoft Entertainment • Ubisoft Pty Ltd
Philippines

INDIA

TAIWAN• Ubisoft Singapore Pte
Ltd Taiwan BranchEntertainment India
Private Ltd

UNITED STATESCANADA• Ubisoft• Ubisoft• Red StormEntertainment Inc.
• Ubisoft TorontoInc.
• Ubisoft Winnipeg
Inc.

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

1

Productions LLC• Very Perry

Productions LLC

2• Creature Within

Productions LLC

CANADA• Hybride Technologies

3

Inc.

GAMES HOSTINGNETHERLANDS• i3D.net BV *• SmartDC BV

4*

CANADA• i3D.net Inc.

*

5

UNITED STATES• i3D.net LLC*

FRANCE• i3D.net SAS*

6

Entertainment Inc.
• Blue Mammoth
Games LLC
• Ubisoft Inc.

7

BRAZIL• Ubisoft

Entertainment Ltda

89• Branch
Indirectly owned*

96.67% stakeUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

17

2

CONTENTSGROUP PRESENTATION

u Research and development, investment and financing policy

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 of teams of engineers mastering thebest existing technologies, Ubisoft employs a very pragmatic
approach to its projects: depending on the problems andexpected results for a game, the choice of tools will either focus
on specific internal developments or on existing software on themarket, or most commonly, on a combination of both. Research
and analysis are thus focused on innovation and functionality
using technologies that are suited to the development of a highquality 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 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: this was made possible in particular by the creationof a cross-functional entity, Technology Production, in charge ofdeveloping technological building blocks for the production
teams. This allows for the uniformity of the technologies andtools used and facilitates collaboration between the various
teams. The re-use of the technological building blocks that arevital to the creation of a video game is encouraged and allows the
production teams 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
generative Artificial Intelligence (Gen AI), cloud computing, voxels
and virtual reality.
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.
In addition, the Strategic Innovation Lab, which reports to
Executive Management, and whose mission is to explore
decentralized and disruptive innovations, supports these research
efforts with prototypes and open innovation projects with theacademic 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 to produce decentralized games.
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.

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

18

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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, decreased in financial year2023-2024.

2023-242022-232021-22€1,194 million€1,259 million€1,135 million€70,570€70,986€64,540

CONTENTS

GROUP PRESENTATION

Research and development, investment and financing policy t2

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 for marketing games.
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 finance out of their own resources.
Publishers launch new releases on a regular basis, and theirlevels of success cannot always be guaranteed.
For these reasons, significant capitalization is essential toguarantee the continuous financing of capital expenditure and todeal with contingencies stemming from the success or failure ofgames without endangering the future of the Group.
With equity of €1,877 million, the Ubisoft group financed
investment in internal and external production of games and movies
to the tune of €1,255.8 million for the 2023–2024 financial year.

Other sources of financing

Over the 2023–2024 financial year, the Ubisoft group benefited
from the financing resources put in place in previous financial
years, although the highlight of the year was the issue of bonds
with a conversion option maturing in 2031 for an amount of€494.5 million, concomitantly with the partial redemption of its
OCEANE bonds maturing in 2024 for a nominal amount of around€250 million, followed by a partial repayment of the Term Loan
facility maturing in December 2025 for €107.25 million. The aimof these transactions is to extend the overall maturity of theGroup's financing resources and maintain its financial flexibility.
As at March 31, 2024, financing sources consisted of:■ a €325 million term facility (Term Loan) signed in December
2022 for three years with a principal outstanding of€217.75 million as at March 31, 2024;■ three OCEANE bonds: approximately €250 million maturing in
September 2024, €470 million maturing in November 2028
and €494.5 million maturing in December 2031;■ a €600 million bond maturing in November 2027;■ a €50 million installment loan maturing in July 2025, with an
outstanding balance of €25 million as at March 31, 2024;1■ €105 million in Schuldschein loans maturing in December
2025: €50 million in September 2026 and €45 million in
December 2027;■ a program of short-term negotiable securities (NEU CP or
Negotiable EUropean Commercial Paper) with a ceiling of€300 million.

2

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.

3

Covenant management

With regard to the syndicated loan, the Schuldschein loans andthe bilateral credit lines, Ubisoft must comply with the following
ratios calculated on the basis of the IFRS consolidated annual
financial statements:

4■ 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.

5

As at March 31, 2024, the Ubisoft group was in compliance withthese ratios.

Financing in 2024–2025

6

For the financial year 2024–2025, and barring a major acquisition,
Ubisoft expects to finance its operations using its cash and thevarious available credit lines described above.

7■ a €300 million syndicated loan (Revolving Credit Facility)
renewed in December 2022 for five years with two one-year
extension options, non-used;

8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

19

2

CONTENTSGROUP PRESENTATION

u 2023-24 performance review (non-IFRS data)

2.6

2023-24 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, including unconditional amounts related to license
or distribution agreements recognized independently of theachievement of performance obligations, and restated for thefinancing component;■ 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 NonIFRS 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 attributablenet income divided by the weighted average number ofshares after exercise of the rights attached to dilutive
instruments.

20

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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,• 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;■ 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;■ 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),• 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;■ 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 arisingon (i) the disposal/acquisition of other intangible assets andproperty, plant and equipment and (ii) commitments related toleases recognized on the application of IFRS 16;■ cash flow from Non-IFRS financing activities, which excludes
lease commitments relating to the application of IFRS 16
presented in Non-IFRS cash flow;■ IFRS net cash/(debt) position corresponds to cash and cash
equivalents less financial liabilities excluding derivatives;■ Non-IFRS net cash/(debt) position corresponds to the net
cash/(debt) position as adjusted for commitments related toleases (IFRS 16).

CONTENTS

GROUP PRESENTATION

2023-24 performance review (non-IFRS data) t2

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

03/31/24

03/31/23

IFRS 15 sales

2,300.9

1,814.3

20.5(74.9)

Restatements related to IFRS 15
Services component

16.5

(6.6)

Distribution agreements(23.7)(76.1)

Licence agreements

9.2

7.9

Financing component

18.5

—

Non-IFRS net bookings

2,321.4

1,739.5

Non-IFRS gross margin

2,117.1

1,522.9

Non-IFRS R&D expenses(1,025.8)(1,394.4)

Non-IFRS SG&A expenses(689.9)(628.7)

Non-IFRS operating income

401.4(500.2)

Non-IFRS net financial income(40.5)(15.2)

Non-IFRS income tax(108.8)114.8

NON-IFRS CONSOLIDATED NET INCOME

252.0(400.6)

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

252.0(400.0)Non-IFRS net income attributable to non-controlling interests

0.1

(0.6)

Equity attributable to owners of the parent company

1,876.6

1,479.2

Investment expenditure on internal and external games and movies production

1,255.8

1,328.8

Staff as at March 31, 2024

19,011

20,133Gross profit as a percentage of net bookings stood at 91.2%,
or €2,117.1 million in absolute terms, compared with a grossprofit of 87.5% (€1,522.9 million) in 2022-23.

■ SG&A costs were up by €61.3 million, at €689.9 million(29.7% of net bookings), compared with €628.7 million(36.1%) for the previous financial year:

Non-IFRS operating profit amounted to €401.4 million, up 180%from the €(500.2) million generated in 2022-23.

• variable marketing expenses stood at €286.7 million(12.4%of net bookings), down from the €208.4 million(12.0%) posted in 2022-23,

The change in operating profit breaks down as follows:■ Rise of €594.3 million in gross profit;
The increase was reflecting the back catalog outperformance:• the stellar of Rainbow Six Siege performance,• return to a strong sequence of quality releases,• B2B partnerships are incremental to the lifetime value ofthe titles;■ R&D costs decreased by €368.5 million, to stand at €1,025.8
million (44.2% of net bookings), compared with €1,394.4
million for 2022-23 (80.2%); reflecting the accelerated
depreciation booked in 2022-23;

1
2
3
4
5

• overheads totaled €403.2 million (17.4% of net bookings)
compared with €420.3 million (24.2%) in 2022-23.
The decrease in fixed structure costs that was more than offset
by higher variable marketing expenses to support a much larger
new release schedule compared to last fiscal year.

6

Non-IFRS net income attributable to owners of the parent totaled€252.0 million, corresponding to Non-IFRS diluted net earnings
per share of €1.79, compared with Non-IFRS net income of€(400.0) million for 2022-23, or €(3.30) per share.

7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

21

2

CONTENTSGROUP PRESENTATION

u 2023-24 performance review (non-IFRS data)

RECONCILIATION OF IFRS NET INCOME AND NON-IFRS NET INCOME
2023-24(in € millions)
except for per share data

IFRS 15 Sales

IFRS

2022-23

Adjustment

2,300.9

Non-IFRS

IFRS

2,300.9

1,814.3

Restatements related to IFRS 15

20.5

20.5

Net bookings

20.5

2,321.4

Adjustment

Non-IFRS

1,814.3(74.9)(74.9)
1,739.5

Total Operating expenses(1,987.3)

67.3(1,920.0)(2,400.1)

160.4

Stock-based compensation(59.6)

59.6—(62.0)

62.0—

Goodwill/brand impairment

(0.2)

0.2

—

(58.9)

58.9—(500.2)OPERATING INCOME(2,239.6)

313.6

87.8

401.4

(585.8)

85.6

Net Financial income(58.9)

18.4(40.5)(18.1)

2.9(15.2)

Income tax(96.8)(12.1)(108.8)

109.1

5.7

114.8

Consolidated Net Income

157.9

94.2

252.0

(494.7)94.1(400.6)

Net income attributable toowners of the parent company

157.8

252.0

(494.2)

Net income attributable
to non-controlling interests

0.1

Diluted earnings per share

1.24

0.55

0.1

(0.6)

1.79

(4.08)(400.0)(0.6)
0.79(3.30)

2.6.3 CHANGE IN NON-IFRS WCR AND NON-IFRS NET CASH POSITION
Consumption of Non-IFRS cash generated by operating activities
stood at €393.3 million (compared with the €354.2 million
consumed in 2022-23).

The Non-IFRS net financial position as at March 31, 2024 was€(985.1) million, compared with €(662.0) million as at March 31,
2023. This change is the result of the following:This reflects on the one hand a Non-IFRS cash flow fromoperations of €90.8 million (compared with €(227.3) million for2022-23). Ubisoft has returned to positive cash flow fromoperations, driven by growth in net bookings and a reduction inits fixed cost base.

■ Non-IFRS cash generated by operating activities: €(393.3)
million;This reflects an increase in Non-IFRS working capital of€484.1 million, compared with €126.9 million the previous year,
largely due to the €499.3 million rise in trade receivables linked torecord net bookings in the fourth quarter.

■ payments and proceeds relating to other intangible assets andproperty, plant and equipment: €(116.1) million;■ payments and proceeds relating to non-current financial
assets: €(4.5) million;■ purchases/sales of own shares: €11.5 million;■ capital increase: €44.9 million;■ change in financial debts: €192 million of which equity
component and interest on convertible bonds: €131.2 million,
linked to the IFRS9 treatment applied to OCEANEs bonds,
including the new instrument issued on December 5, 2023;■ effect of foreign exchange losses/gains: €3.1 million.

22

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

GROUP PRESENTATION

2023-24 performance review (non-IFRS data) t

2

NON-IFRS CASH FLOW STATEMENT (UNAUDITED)
03/31/24

03/31/23

157.9(494.7)+/- Net depreciation on internal & external games & movies

655.9

1,087.9+/- Other depreciation on fixed assets

120.2

199.2

(in € millions)

Non-IFRS cash flows from operating activities

Consolidated earnings+/- Net provisions

(4.6)

21.7

+/- Cost of stock-based compensation

59.6

62.0

+/- Gains / losses on disposals

0.5

0.6

+/- Other income and expenses calculated+/- Cost of internal development and license development

17.2

(4.1)

(887.0)(998.7)+/- IFRS 15 impact

15.1(56.1)+/- IFRS 16 impact(43.9)(45.0)

Non-IFRS cash flows from operations

90.8(227.3)Inventory

20.0

(2.6)
210.9

Trade receivables(499.3)

Other assets(44.6)(95.5)

Trade payables

39.0(22.8)

Other liabilities

0.7(216.9)+/- Non-IFRS Change in working capital(484.1)(126.9)Non-IFRS cash flows generated by operating activities(393.3)(354.2)- Payments for the acquisition of intangible assets and property, plant and equipment(116.2)(71.6)+ Proceeds from the disposal of intangible assets and property, plant and equipment

0.1

0.1

(509.4)(425.8)+/- Payments for the acquisition of financial assets(5.6)(51.4)+ Refund of loans and other financial assets

1.0

45.8

+/- Changes in scope—(30.8)(120.6)(107.9)+ New borrowings

1,170.8

1,437.3- Refund of borrowings(978.5)(949.1)

44.9

—

1
2
3

Cash flows from investing activities

Free cash flow

Non-IFRS cash generated by investing activities

4
5

Cash flows from financing activities+ Funds received from shareholders in capital increases+/- Change in cash management assets+/- Sales / purchases of own shares

—

—

11.5

100.4

Cash generated by financing activities

248.7

588.6

NET CHANGE IN CASH AND CASH EQUIVALENTS(265.2)

126.5

Cash and cash equivalents at the beginning of the fiscal year

1,464.6

1,391.4

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

3.1(53.4)

1,202.4

1,464.6

6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

23

2

CONTENTSGROUP PRESENTATIONu Outlook

2.7

24

OUTLOOK

After a slight increase of 1% in 2023, (EMEA, Latin America,
North America and Asia-Pacific; source: Newzoo), the global
video game market is expected to progress by 2% in 2024
(source: Newzoo).

On this basis the Group’s objectives for the financial year 2024-25
are:Ubisoft FY2024-25 new release line-up includes, on the premiumside, Assassin’s Creed Shadows (November 15, 2024) and Star
Wars Outlaws (August 30, 2024), two of the industry’s mostanticipated games for the year, and on the free-to-play side,
XDefiant (May 21, 2024), Rainbow Six Mobile, and The Division
Resurgence.

■ growing Non-IFRS Cash Flow from Operations leading topositive Free Cash Flow.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24■ solid net bookings growth;■ slight increase in Non-IFRS operating income;3
3.1

RISK FACTORSCONTENTSRISKS ANDINTERNAL
CONTROL1
2
3

3.1.1 Business risks

26
27

3.2

3.1.2 Risks related to talent

33

RISK MANAGEMENT
AND INTERNAL CONTROLMECHANISMS

3.1.3 Regulatory risks

35

3.2.1 Objectives and general principles

38

3.1.4 Technological risks

36

3.2.2 Organization of internal control

38

3.2.3 Control activities

41

3.2.4 Internal control of the preparationof financial and accounting information

42

3.2.5 Ongoing supervision of the internal
control system

44

3.2.6 Insurance and risk coverage

44

4

38

5
6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

25

3

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, theachievement of its strategic and financial goals, and its share price.
In early 2024, in an effort to improve the efficiency of internal
processes and strategic intelligence, Ubisoft updated its overallrisk map by involving the Group’s operational and functional
departments. On this basis, and in accordance with theprovisions of Regulation (EU) 2017/1129 of June 14, 2017,
revising the Prospectus directive, the key risk factors identified
and presented below are those which the Group considers to bematerial, high-priority and specific to its business, and which are
liable, as of the date of publication of this Universal Registration
Document, to have 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

Failures in the development process of a game leading to delays to its launch
Toxicity in games and services
Business risks

Technological risks

High
Moderate

Difficulties in making optimal use of game-related data

Moderate

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

Moderate

Restriction or structural limitation of access to certain markets

Moderate

Departure of key talent
Inability to attract and retain talent

Regulatory risks

High

Cultural inertia in response to changes in the Group

Loss of technical, functional or key leadership skills
Risks related to talent

Net criticality

New regulations
Reduction in the level of grants, subsidies, and tax credits
Inability to respond rapidly to major technological developments
Delays by Ubisoft or occurrence of disruptive innovation by a competitor

High
High
Moderate
High
Moderate
High
Moderate

Financial risks, not being considered as specific to Ubisoft’s business, are set out in notes 39 to 44 to the consolidated financial
statements included in this Universal Registration Document.

26

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CONTENTS

RISKS AND INTERNAL CONTROL
Risk factors t

3.1.1

3

BUSINESS RISKS

Failure in the development process of a flagship game leading to the delays
or cancellation of 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 its release being delayed or cancelled, could have anegative impact on the Group’s income and future earnings,
which may differ significantly from the initial targets and could
potentially lead to a drop in its share price.

■ difficulty in accurately estimating the time required todevelop or test and improve it (playtest);■ 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;1

Any failure to meet the production and release schedules forour products can also lead to an increase in marketing anddevelopment costs.
Similarly, the postponed or cancelled release of a game can leadto a loss of competitive advantage, cause reputational damage
and harm the brand image of a game, or even lead to the loss ofplayers (disappointed players who may potentially switch tocompetitors).

2
3■ 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.

4

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, impact the development of a gameor lead its release being delayed or cancelled.

5

Similarly, if a competitor brings out a game with significant
technological or artistic innovations, the Group might have topostpone (or even cancel the launch) the release dates of someof its games to boost their chances of commercial success in acompetitive environment where players are very sensitive tothe quality and content of games.

6

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, thanks to the development of KPIs by the Production Analysis
division in order to ensure that the means and resources required are in line with 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 belaunched with the quality required to compete in the market. Finally, for many years now, Ubisoft has been developing recognizedexpertise 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.

78

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.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

9

27

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 behavior can have a significant negative impact on the lifeof a game, and can alter player confidence as well as Ubisoft’s
inclusive values and image. Similarly, player dissatisfaction
linked to toxicity in the gaming experience can lead to a loss ofplayers, 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;■ aggressive behavior against other players (insults, virtual
harassment, accounts hacking, repeated threats of physicalor racial violence, etc.) via various communication channels,
content generated by players or even through the use of
gameplay actions;■ psychological manipulation with a view to abuse of minors.
Risk mitigation and control

The continuous monitoring of harmful behavior, and the impact that this creates within the Ubisoft gaming ecosystem, is central to
the Group’s contingency and mitigation plans. As part of a continuous improvement approach, Ubisoft has conducted a survey every
year since 2021, directly polling users of the Group’s main online games, to get their perception of the effectiveness of the measurestaken and to guide and prioritize the actions to be implemented.
For players to enjoy a healthy gaming experience, reporting systems are systematically implemented in Ubisoft’s online games toenable players to report toxic behaviors so that they can be addressed as quickly as possible.
Ubisoft has reinforced the security level of its games by installing cheat-prevention systems and using “ethical hackers” to detect andblock this type of risk upstream and rapidly. The Group also regularly monitors player feedback (social networks, escalation of cheats
via the player community and other reliable sources) to identify and react to cheating behaviour.
Preventive initiatives to combat toxic behavior have also been implemented, such as the global player Code of Conduct, the Fair Playprogram, accessible on Ubisoft Connect, or more specific actions such as the private reputation scoring in the game Tom Clancy’s
Rainbow Six® Siege. Similarly, in November 2023, Ubisoft launched the “Good Game Playbook” with “Safe In Our World” to promotebetter mental health online, offering a guide for both victims and perpetrators of toxicity, available to any player reporting or flagged
up for this behaviour.
In response to the new regulations, Ubisoft has increased the granularity of its reporting tools on the customer service platform,
specifically for high-risk illegal content and behaviour. In addition, our in-game communication detection tools are constantly evolving
to better identify and report such behaviour, ensuring proactive monitoring and rapid escalation to our moderation teams.
Ubisoft also works closely with major players in the industry through knowledge and information sharing organizations, such as the
Fair Play Alliance, and actively participates in the evolution of operations in collaboration with Microsoft (Xbox) and Sony (PlayStation).
These exchanges enable Ubisoft to accelerate progress in this area by drawing on the experience of these partners.
The Group is also working more closely with local authorities to better train internal teams and accelerate the response when there isa threat to the lives of others.
Lastly, as soon as any toxic behavior impacting the gaming experience is identified, Ubisoft sanctions the players involved either by
issuing warnings or temporary suspensions, or by completely banning the players from the Ubisoft gaming ecosystem to avoid
disrupting the experience of other players. Similarly, legal actions may be taken to stop fraudulent activities.

28

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CONTENTS

RISKS AND INTERNAL CONTROL
Risk factors t

3

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 Ubisoftgroup is based on a certain degree of autonomy given to
employees in the developments they wish to address, despite
the risk of loss of operational efficiency or profitability in termsof 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 teams, 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 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.

1

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.

2

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.

3

In addition, Ubisoft calls on the “Senior Tech Community”, which includes people representing the projects and brings together all of
the Group’s “Tech Leaders”, to help make the right choices and anticipate future technological breakthroughs.

4
5
6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

29

3

CONTENTSRISKS AND INTERNAL CONTROLu Risk factors

Difficulties making optimal use of game-related data
Identification and description of the risk

Potential impacts on the GroupLive games/games-as-a-service (which continuously offer newcontent) are becoming increasingly predominant in video gameindustry revenue. Their success depends mainly on the publisher’sability to handle player acquisition/retention and gamemonetization, without compromising the players’ experience.

As data is a determining factor in all game decision-making
processes, all aspects of a game’s performance can therefore
be affected by altered data use and lead to multiple
consequences:

The optimization of these three components inherent to theperformance of a game is based on the perfect understandingof player expectations and in-game behavior. This requires
optimal use of a significant amount of data generated outside
the game (marketing and community performance data, etc.)
and within the game (gameplay and monetization data, etc.).
However, the large volume and diversity (of sources, types andusers) of these data make it difficult to exploit, and incorrect orinsufficient use of these data could lead the Group to makeinappropriate decisions and significantly impact theperformance of live games.
Similarly, for games whose revenue comes mainly from theinitial sale, the use of data relating to previous games is vital inorder to better design and operate future games, particularly forthe purposes of brand development.
Several reasons may lead to poor analysis of the data generated
around a game, including:■ lack of effective and appropriate tools to generate and use
data in a timely and relevant manner;■ Operational and technical impact: failure to identify major
design issues due to a lack of player data, allocation of
scarce resources to features or content with low ROI(opportunity loss), talent departures generated by failures
resulting from a lack of sufficient or effective tools, creationof monetization elements that are unappreciated or poorly
communicated to players;■ Financial impact: loss of revenue, additional costs tfor thedata pipeline due to lack of optimization or poor resource
allocation;■ Strategic impact: limitation of investments in a promisingsegment and business model (for GaaS games) or,
conversely, investments that are not necessarily profitable,suspension or discontinuation of the development of a given
brand even if its fundamentals (audience, universe, pillars,etc.) are actually promising, loss of players due to choices
contrary to their expectations and practices, market losses
caused by mis-targeting of players or use of inadequate
channels to attract new players.

■ lack of expert employees responsible for data management
and analysis or of specific expertise in live games to enable
to adopt analyses adapted to this type of game;■ non-relevance of data analysis methodologies used, leading toincorrect relationships to be established between observations
and inaccurate conclusions to be drawn (e.g. effect of a change
in design on player behavior);■ existence of silos in data access or analyses, which maylead to partial/segmented analyses by business line or data
sources or to contradictory analyses.
Risk mitigation and control

In order to limit this risk, the Group created a the “Ubisoft Data Office” to centralize data analyses and provide a single and reliable
source of data in key areas of gaming activity.
In addition to the growing centralization/standardization of the data pipeline, several measures are also in place, such as:■ verification of the relevance of the player data shared within the Group;■ pre-launch test phases (closed test, closed beta, open beta, etc.) with a sufficient panel of players to ensure that tracking andanalysis tools work properly;■ involvement of the central LRS (Live Revenue Services) team, whose role is to help the teams analyze the commercial
performance of live games and implement the resulting actions;■ pre-checks during Live Readiness sessions (before the release of the game on the market) to ensure that all appropriate andnecessary resources are used to analyze data flows according to the category of the game;■ creation of a community of producers with free-to-play gaming experience to share their experience and enrich their practice interms of data analysis;
As part of a continuous improvement approach, Ubisoft launched a pilot program (the Production Success Index) dedicated to live
games in 2023 to determine the right way to organize the production of a project incorporating tracking and data analysis criteria.
In 2024, in order to create a common language for production analysis, this pilot was presented to numerous players in the Group anda review of the PSI is now automatically integrated upstream of each major production stage (known as the “Gate”).

30

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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 tokeep track of progress made, formalized monitoring with its frequency dependent on the scale of the project, security audits), limits
the number 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

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

31

3

CONTENTSRISKS AND INTERNAL CONTROLu Risk factors

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;■ a difficulty in reaching new players.

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:■ 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);■ 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).
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.

32

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CONTENTS

RISKS AND INTERNAL CONTROL
Risk factors t

3.1.2

3

RISKS RELATED TO TALENT

Loss of technical, functional or key leadership skills
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 key technical, functional or leadership capabilities
could have multiple consequences:

Indeed, 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.).

■ operational and technical impact: lack of responsiveness,
loss of productivity or a reduction on quality of game content
as less experienced team members are asked to step up
into lead roles;

In this context, several factors may lead to a loss of key
technical, functional or leadership capabilities, including:1■ financial impact: loss of revenue;■ human impact: reduction in motivation due to gaps inleadership capability, loss of creativity or innovation.

■ high turnover, particularly for senior talented individuals in
key roles, in a fiercely competitive environment;2■ the emergence of new skills requirements to drive
disruptive technological developments or in new areas suchas digital or free-to-play and monetization, or a result of
convergence, requiring new or cross-business or functional
expertise (HD, mobile) for example for the development ofcross-play;3■ training programs not adapted to the sector’s challenges.
Risk mitigation and control

Various initiatives are implemented, such as:■ training programs, running “communities of practice” and taking part in conferences adapted to new emerging technologies or
specific challenges of the video games sector (e.g. AI Generative…);

4■ the growing use of collaborative tools and forums to encourage skill-sharing;■ specific compensation actions aimed at attracting, retaining and motivating employees with strong technical or managerial skills;■ the launch of the Ubisoft Leadership Academy, including in person and virtual training from internal and external experts toincrease the leadership skills and capabilities of our top 200 key leaders;5■ organization of Group resources in higher-potential franchises and new brands offering greater opportunities for value creation.

6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

33

3

CONTENTSRISKS AND INTERNAL CONTROLu Risk factors

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, Chief Executive Officer and Executive
Vice-Presidents, further to an unforeseen event (accident,
sickness, death, etc.) or an event insufficiently anticipated, theGroup could experience an impact in relation to the manner inwhich it makes operational and strategic decisions.

Top management or core teams members’ departures 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.

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.
In addition, the Group began to implement a succession plan for key talent in order to have a pool of talent available to enable it toreduce the impact of any unanticipated departures. This plan particularly concerns the positions of Creative Director, Producer andStudio Managing Director. During the 2024 financial year, the Group has continued evolving this exercise, with individual succession
plans for key roles including development and external prospecting.
Attracting and retaining talented individuals is at the very heart of the Group’s long-term talent strategy, implemented through thecreation of a strong corporate culture, an attractive compensation policy, and an inter-studio cooperation model which values thesharing of expertise, know-how, and technologies.

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

Potential impacts on the GroupAt the intersection of creativity and technology Ubisoft teams
and their unique talents are at the very heart of the value
creation process. The Group’s long-term 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 not only existing directcompetitors in the video game sector, but also from newentrants and competition from other sectors/industries insearch of the same talents (engineers, etc.). In addition, theincrease in remote working opportunities has removed previous
geographical barriers and created higher earning opportunities
for key talent globally.

■ 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;

Similarly, Ubisoft has a duty to ensure that each individual 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 or reduce
the employability of individual employees.

The inability to attract and retain talent could have multiple
consequences:■ financial impact: increasing wage inflation to remaincompetitive, gaps in talent supply resulting in loss ofrevenue and/or pressure on results as games are delayed;■ strategic impact: loss of competitiveness, deterioration in
the attractiveness 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, development and retention policy, particularly through the following initiatives:■ partnerships with the leading colleges in the various countries in which the Group operates;■ a total rewards philosophy that provides market relevant mix of cash, equity and benefits, anchored in the local markets in which
we operate and enabling differentiation for key profiles and highest performers;■ a strong and differentiated Employee Value proposition, defined around 5 pillars: a meaningful mission, thrilling challenges;
empowered minds, welcoming and inclusive workplace, a company to grow;■ a culture of continuous learning, enabled through collaboration tools, forums to encourage skills sharing and implementation oftraining and development programs to ensure development of “soft” skills (people management, leadership) as well as “hard”
skills (specific functional or technical capabilities);■ a platform to facilitate internal mobility and career development, already deployed in over 65% of entities;■ development of a deep-rooted corporate culture promoting well-being at work, allowing talented team members to reach their fullpotential.

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CONTENTS

RISKS AND INTERNAL CONTROL
Risk factors t

3.1.3

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) and increased vigilance by the authorities over thevideo game 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.

1

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;2■ internal control procedures for compliance with the regulations in force (GDPR (1) , CCPA (2) , PIPL (3) , Duty of Care Plan, Sapin 2,
DSA(4) 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.;

3■ 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(4) Digital Services Act

4

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.

5
6

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:7■ applies a diversification strategy (via a presence in multiple geographic areas);■ contributes to value creation for these States, in terms of future jobs and investments in certain local ecosystems.

8
9

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CONTENTSRISKS AND INTERNAL CONTROLu Risk factors

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, cellphones or new technologies);■ cross-play, which offers players on different platforms(consoles, PC, etc.) the opportunity to play together andhave multi-player experiences in an online game;■ generative artificial intelligence (AI), which offers new, more
immersive, more interactive experiences for gamers;■ a loss of market share;■ a loss of competitive advantage;■ an inability to reach new players;■ substantial investments to be made urgently (due to a lackof responsiveness), leading to potential organizationaldifficulties and which may not be profitable.

■ machine learning and generative AI, which can assist
creators and developers, increases the quality of gamecontent and saves development time by integrating it into
production tools (Generative AI).
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 competitorswith regard to these developments or by becoming dependent
on external technologies. A lack of anticipation and/or difficulty inimplementing 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, andcould force the Group to have to use the video game sector’s
standard tools, sometimes developed by its own competitors(loss of independence), or render its production tools inadequate
in terms of innovations such as the cloud.
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 software/hardware technology and engineering;■ has a production technology department responsible for providing production studios with all the necessary tools to create
ambitious and innovative products, while at the same time reducing as much as possible any risk of dependence on external
technologies; as well as the R&D team “La Forge”, which brings together experts from industry and academia to develop
innovative technological solutions and improve game creation processes;■ regularly calls on the “Senior Tech Community”, which includes people representing the projects and brings together all of theGroup’s “Tech Leaders”, to help make the right choices and anticipate future technological breakthroughs;■ is continuing to work with universities on fundamental research projects.

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CONTENTS

RISKS AND INTERNAL CONTROL
Risk factors t

3

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.

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.

This is particularly the case with cloud gaming, whose
emergence could become a real alternative to conventional
gaming and provides developers with unparalleled technologicalpower, enabling them to create games that are significantly
deeper, more immersive and more social, and which Ubisoft
sees as a major long-term opportunity.

1

Although the Group does its utmost to anticipate these newchallenges, Ubisoft is exposed to the loss of a major competitive
advantage if a competitor introduces a breakthrough innovationin terms of technology, business model or if the Group fails toinnovate fast enough to meet the evolving needs of players.

2

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;3■ 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 “Senior Tech Community” in 2022, made up of several members of Ubisoft, whose role 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.

4
5
6
7
8
9

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CONTENTSRISKS AND INTERNAL CONTROLu Risk management and internal control mechanisms

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

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 and Risk 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 internal or externalrisks that could pose a threat and prevent it from achieving its
objectives. This management tool seeks in particular to:■ create and preserve the value, assets, and reputation of theGroup;■ secure the Group’s decision-making and processes to help it
achieve its objectives;■ contribute to ensuring that all actions are consistent withGroup values;■ 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.
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 and Risk Committee;■ proper functioning of the Group’s internal processes,
particularly those involving the security of its assets;■ reliability of the financial information published.

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. Each subsidiary
is responsible for implementing the relevant strategies to achievethese objectives, although the monitoring and verification of theinternal control system and risk management is highly 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

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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.
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 has an Internal Audit Department whose main
missions are presented below.

CONTENTS

RISKS AND INTERNAL CONTROL
Risk management and internal control mechanisms t

3

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 and risks Committee, which is tasked with ensuring the quality of internal control.

AUDIT AND RISKS 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.

1
2

EXECUTIVE COMMITTEE *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 control







the major policies and goals
are determined by the
Operational Managementin each activity and areapproved 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;

defines Group procedures
aimed at structuring andimproving internal control;

defines and deploy Groupanti-corruption program.

Internal Audit

evaluates the effectivenessof the internal control
system and contributes
to its improvement by
issuing and following up
recommendations;

3

EXTERNAL AUDITORS/REGULATORS

Responsibilities:

4
5
6

performs various audit
assignments (investigations when allegations
have been made, analysesof operational and financial
processes, IT audits, etc.);7

contributes to risk mapping.

89* See 4.1.2.2.3 Executive Committee

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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CONTENTSRISKS AND INTERNAL CONTROLu Risk management and internal control mechanisms

Clear goals and responsibilities

The division of powers and responsibilities is defined by theorganization charts.
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.
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, 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 2024, in an effort to improve the efficiency of internal
processes and strategic intelligence, Ubisoft updated its overallrisk map. This risk map is communicated to the Audit and Risk
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 involves the Group’s operational and functional departments
and enables them to identify and analyze situations and risks
scenarios liable to have unfavorable consequences (strategic,
financial, operational, commercial, human, etc.) for Ubisoft. The
risks thus identified are then ranked according to their net
criticality to prioritize the action plans to be put in place to limit
the probability of these risks occurring and to minimize theconsequences thereof.
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.

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

Combating corruption

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 regularly reinforces its range of risk management
and internal control system by pursuing its dynamic of continuous
improvement in its preventive and detective program against
corruption and influence peddling.
This program is regularly updated by the Internal Control and
Audit Department, in particular by the Sapin 2 compliancemanager, who ensures the deployment, coordination, oversightand application of the various Sapin 2 measures within the Group.
The program includes:■ a corruption and influence peddling risk mapping, updated at
the end of 2023 financial year, on the basis of interviews andin light of the latest recommendations published by the FAA (1)in January 2021, in order to define, consolidate and prioritize
action plans adapted to the residuals risks identified;■ the Ubisoft Code of Conduct: translated into 17 languages, it
defines the behaviors to be banned as liable to constitute actsof corruption or influence peddling. It is also a decision-making
guide that covers a large range of topics, from the preventionof corruption to environmental protection, which explains toteam members how to respond to the most frequent and themost critical situations encountered at work, such asconfidentiality of information, acceptance of gifts fromsuppliers, data protection and conflicts of interest. The Codeof Conduct also specifies the sanctions to which teammembers are exposed in the event of a breach. This is subjectof an annual campaign; it was signed by 93.4% of employees
on March 31, 2024. It is also available externally via the official
Group website;■ Group policies, in addition to the Code of Conduct, which
provide team members with practical information on anticorruption issues (gifts and invitations policy, whistleblowing
policy, etc.);■ a mandatory annual online training program dedicated tocorruption, to help employees identify and react to potential
situations of corruption that may arise in a professional
context. In addition, face-to-face training is regularly provided
for members of the Board of directors and Executive
Committee;■ third-party assessment procedures deployed on all new
suppliers and customers;■ a secure, anonymous online whistleblowing platform forreporting situations that are in breach of the Code of Conduct;
this platform is accessible to Ubisoft team members andexternal third parties;■ quarterly accounting controls on transactions or operations
presenting potential risks. These controls apply to all Groupsubsidiaries and are deployed using a GRC (Governance, Risk &Compliance) tool. This process makes it possible to identify any
weaknesses and proactively determine corrective measuresand action plans where necessary;■ specific reviews of the anti-corruption compliance issues
carried out by the Internal Audit Department during missions
to subsidiaries.

(1)

40

French Anti-Corruption Agency

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RISKS AND INTERNAL CONTROL
Risk management and internal control mechanisms t

The Group’s anti-corruption ethics guidelines are available on an
intranet site, dedicated to anti-corruption, with the aim ofproviding all team members with the resources necessary to act
in accordance with the principles of integrity defined by theGroup. This intranet site gives them access to Code of Conduct,
Group policies related to anti-corruption, training program, andonline whistleblowing platform.
Several actions were carried out in financial year 2024:■ in January 2024, the anti-corruption training module wasrevised and rolled out as a refresher for employees alreadytrained. As of March 31, 2024, this program had been taken
by 95.9% of the Group’s employees;■ specific workshops have also been held with at-risk
populations (team members dealing with third-parties, finance,
sales) as part of the reinforcement of the Group’s third-party
assessment process;■ Ubisoft has acquired an external solution to digitalize theevaluation process for new suppliers. Thus, before entering
into any relationship with a new supplier, the initial level of risk
associated with the third-party is measured using risk criteria,
and depending on the result obtained, a more in-depth
analysis can be carried out. Completion of the third-party
assessment is a prerequisite for the creation of any new
supplier in the accounting system.

3

Adapted solutions and operating methods

The IT teams provide the different business lines with solutions
adapted to their activities. They implement and operate thesesolutions in accordance with the requirements of the various
departments. 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 GRC (Governance, Risk & Compliance) tool with a data
analysis application to enable centralized management andpromote a more proactive approach to monitoring risks,
controls and action plans (particularly within the framework of
the Sapin 2 Law);1■ an evaluation tool for new suppliers, enabling the Group-wide
evaluation process to be digitized, centralized and standardized.

2

Similarly, the subsidiaries strive 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.

3

Procedures associated with the preparation of accounting andfinancial information are described in section 3.2.4.

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 accessibleby all accounting and financial services. Technical monitoring iscarried out by the team that organizes and manages the
updating process via instructions or training, with the help ofexperts on a one-off basis where applicable.

■ the Financial Planning Department is responsible foranalyzing the Company’s performance using operational
monitoring based on forecast reporting from the Group’s
subsidiaries. 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(three or five years), ensuring consistency with the strategic
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 the operationsof 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. Furthermore, the Financial Planning Department
regularly performs an alignment of management processes
and improves its management tools, in addition to establishingmanagement standards with the Information Systems
Department so as to provide a common language for all teammembers to work with;

5
6

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;

78■ the Treasury Department checks the suitability andcompatibility of exchange rate, interest rate and liquidity risk
management policies, as well as the financial information
published. It arranges foreign exchange and interest rate
derivative contracts and coordinates cash flow management at
French and foreign subsidiaries, in particular by overseeing cash
pooling solutions and cash flow projections. It centralizes andverifies the delegations of banking authority granted to a limited
number of team members, who are exclusively authorized by
Executive Management to handle certain financial transactions,subject to pre-defined limits and authorization procedures. The
Treasury Department provides support to the Group’s
subsidiaries in the implementation of tools for enhancing
controls and the security of means of payment;

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CONTENTSRISKS AND INTERNAL CONTROLu Risk management and internal control mechanisms■ 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 of
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.
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.

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.).

42

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

With a view to integrating and automating accounting and financial
tools, the Group has implemented PeopleSoft – Oracle in its
subsidiaries, covering 96% of the Group’s sales and 98% ofcapitalized production at March 31, 2024. The computerization ofdata exchange (interfaces between accounting systems and theconsolidation system, daily integration of banking entries, automatedpayments, etc.) optimizes and improves processing and guarantees
greater reliability of accounting processes. In 2024, the Group
continued its drive to integrate and automate tools with theacquisition of Oracle's Cloud solution, which will be gradually
implemented over the next financial years.
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.
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:■ 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.
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.

CONTENTS

RISKS AND INTERNAL CONTROL
Risk management and internal control mechanisms t

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 85% ofGroup sales and 61% of capitalized production);■ full audits or limited reviews at annual closing depending on
the size of the subsidiary (covering 96% of Group sales and
92% 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 a limited review, and subsidiaries with acontribution of more than 2% are subject to an audit, to ensure
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, through the establishment of:■ a Group chart of accounts;■ a mapping between the separate financial statements and theconsolidated financial statements;3■ a consolidation manual;■ 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 the Group.

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 and Risk Committee.

1

The consolidated financial statements are subject to a limited
review by the Group’s Statutory Auditors as at September 30,
and an audit as at March 31. The Administration Department
works in constant collaboration with the Statutory Auditors tocoordinate the year-end process and to anticipate significant
accounting treatments.

2

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.

3
4

At international level, the financial statements of the largest
subsidiaries are audited by the KPMG and Mazars networks, coAuditors for the parent company. Their local representative does
everything required as regards the Statutory Auditors.
The Group announces its sales on a quarterly basis and its
earnings every six months.

5

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

6

The Financial Communications Department distributes thefinancial information required for the Group’s strategy to beunderstood to shareholders, financial analysts, investors, etc.

7

Financial and strategic releases are reviewed and approved by
Executive Management and the Board of directors. Financial
information is published in strict compliance with market
regulations and in keeping with the principle of equal treatment ofshareholders.

8■ a user manual for the consolidation statement;

9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

43

3

CONTENTSRISKS AND INTERNAL CONTROLu Risk management and internal control mechanisms

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 ofcorrective and optimization initiatives to remedy shortcomings;■ 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 2023-24,
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;■ deployment of a Group policy management tool, to enable
centralised management of the main policies (current andfuture) that team members have to follow to strengthen thecompliance and internal control system;■ an IT audit to assess the level of internal control of theaccounting information system and thus contribute to its
improvement through the recommendations issued;■ establishment of Group policies and procedures aimed atstructuring and improving internal controls.
In 2024-2025, 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 and Risk Committee, which comprises two
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 guarantees the effectiveness of theinternal control systems, risk management, and the security of
the Group’s IT systems.
The Audit and Risk Committee is also tasked with monitoring theprocess used 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.

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: in order to protect itself
against the risks of non-payment, the Group has set up a
global risk pooling policy that covered 96% of physical sales at
end-March 2024.

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;

44

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24■ 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.
Through these programs, the Group aims to obtain comprehensive
and extensive coverage for risks and pays particular attention to
the financial conditions offered.
Total premiums paid on insurance policies in force during thefinancial year ended March 31, 2024 amounted to €2 million
excluding credit insurance.

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

90

4.2.1 Compensation policy (“Ex Ante” vote)91

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, 2024(“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 – 2023-24

45

4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

ABBREVIATIONS USED IN THE CONTEXT OF THIS CHAPTER
2022 General Meeting: Combined General Meetingof July 5, 2022

AGA: Free ordinary share grant
AMF: French Financial Markets Authority(Autorité des Marchés Financiers)

2023 General Meeting: Combined General Meetingof September 27, 2023

Board: Board of directors

2024 General Meeting: Combined General Meetingof July 11, 2024

CEO: Chief Executive Officer
Chairman and CEO: Chairman and Chief Executive Officer

LTI: SOP and/or AGA plan(s)CSR Committee: Corporate Social Responsibility Committee

NCGC: Nomination, Compensation and GovernanceCommittee

Deputy CEO: Deputy Chief Executive Officer
General Meeting: Shareholders’ General Meeting

OS: Ordinary shares

SOP: Share purchase and/or subscription options
Ubisoft Share(s) or Share(s): Ubisoft Entertainment SA
ordinary share(s) listed on the Euronext Paris market
In this Universal Registration Document (URD), the term Non-IFRS Group operating income corresponds to the term Non-IFRSGroup EBIT, as used in previous URD. Any reference to “operating income” and/or “Non-IFRS operating income” shall be
construed in extenso as a reference to Non-IRFS Group operating income.

This chapter constitutes the report of the Board of directors on
corporate governance presented to the 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 the Frenchcommercial code.
It was approved by the Board of directors at its meeting on May 15,2024, on the recommendation of the NCGC.

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 NCGC, working in close
collaboration with the Administration Department in charge of its
preparation, assisted by the Human Resources Department forthe part pertaining to the compensation of corporate officers.

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.

■ the recommendations of the Afep-Medef Corporate Governance
Code, revised in December 2022 (the “Afep-Medef Code”) andthe application guide of the High Committee for Corporate
Governance (“HCGE”);

The Board, while ensuring compliance with the legal provisions inforce, relies on the work of its committees and the lead director,
who take the following into account in their analysis:■ the results of assessments of the functioning of the Boardand its committees (see 4.1.2.3.4);■ 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 Chairwoman of the NCGC;

46

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24■ lastly, the succession plans, which are reviewed and/or
monitored on an annual basis.
The Board makes sure that Ubisoft’s governance bodies operate instrict compliance with the balance of powers, thanks to theexistence of solid checks and balances (see 4.1.2.2.1) adapted to
the Group’s family structure. This family structure was reaffirmed
through the transaction concluded with Tencent Mobility Limited on
September 6, 2022 and the expansion of the concert (see 7.3.3.3).

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 15, 2024

4

Yves GUILLEMOT
Chairman and Chief Executive Officer
Director

Anne WÜBBENHORST

Claude GUILLEMOT

Director representing
employees

Deputy Chief Executive Officer
in charge of operations
Director

Lionel BOUCHET

Michel GUILLEMOT

Director representing
employees

1

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

John PARKES

Gérard GUILLEMOT

Director representing
employee shareholders

Olfa ZORGATI

2

Deputy Chief Executive Officer
in charge of publishing
Director

OUR BOARDOF DIRECTORS

Christian GUILLEMOTINDEPENDENT
Director

Deputy Chief Executive Officer
in charge of administration
Director

Katherine HAYS

3

Claude FRANCEINDEPENDENT
Director

INDEPENDENT
Lead Director

Belén
ESSIOUX-TRUJILLOINDEPENDENT
Director

4

Laurence HUBERT-MOY
CorinneFERNANDEZ-HANDELSMAN

INDEPENDENT
Director

5

INDEPENDENT
Director

Committee Chairwoman

14

DIRECTORS

12Nomination, Compensation
and Governance Committee

Audit and Risk
Committee

Corporate Social
Responsibility Committee

54.55%

54.55%o/w

with

INDEPENDENTDIRECTORS (1)6
7WOMEN/MEN (2)BALANCEappointed by the General Meetingo/w

1

DIRECTOR representing
employee shareholders

and2

DIRECTORS
elected by employees

1

INDEPENDENTLEAD DIRECTOR

100%

on the Audit andRisk Committee
and the NCGC

50%
on the CSR
Committee

Committee Chairpersons

100%

INDEPENDENT
WOMEN

56.79

8
YEARS OLD

average age

943%

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) 3 foreign nationals and 3 dual nationals/3 directors who are based abroadUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

47

4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Board of directors

1496.88%DIRECTORS(1)AVERAGE ATTENDANCE RATEAT MEETINGS OF THE BOARD
OF DIRECTORS FY24

54.55%(2)

INDEPENDENCE RATEOF DIRECTORS

54.55%(3)

WOMEN> YvesGUILLEMOT> Claude
GUILLEMOT> Michel
GUILLEMOT

Chairman and Chief
Executive Officer
Director
63 years old
FrenchDeputy Chief
Executive Officer
in charge of
operations
Director
67 years old
FrenchDeputy Chief
Executive Officer
in charge ofdevelopment,
strategy and financeDirector
65 years old
French> Gérard
GUILLEMOT> Christian
GUILLEMOT> Claude
FRANCE

Deputy Chief
Executive Officer
in charge of
publishing
Director
62 years old
French-American

Deputy Chief
Executive Officer
in charge ofadministration
Director
58 years old
FrenchINDEPENDENT
Director
61 years old
French> Laurence
HUBERT-MOY> Corinne
FERNANDEZHANDELSMAN> BelénESSIOUX-TRUJILLOINDEPENDENT
Director
62 years old
FrenchINDEPENDENT
Director
62 years old
FrenchINDEPENDENT
Director
58 years old
Spanish> Katherine
HAYS> OlfaZORGATI> John
PARKESINDEPENDENT
Director
48 years old
AmericanINDEPENDENT
Director
50 years old
French-TunisianDirector
representing
employeeshareholders
54 years old
French-British> Lionel
BOUCHET> AnneWÜBBENHORST

Director
representing
employees
50 years old
FrenchDirector
representing
employees
35 years old
German(1) Based on 8 meetings (including directors whose term of office expires at the end of the 2023 General Meeting (see 4.1.2.4.2))(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
the French commercial code48

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Committees of the Board of directors
AUDIT AND RISK COMMITTEE **> Claude
FRANCE> Laurence
HUBERT-MOY

Chairwoman
Independent
director

Independent
director

1

Termination of the terms of office of (i) Florence Naviner's as Chairwoman and (ii) Didier Crespel as member (non-renewal of their terms of office as
independent directors at the end of the 2023 General Meeting) / Appointment of Claude France as Chairwoman with effect as from the end of the2023 General Meeting

Olfa Zorgati will join the Audit and Risk Committee at the end of the 2024 General Meeting, in accordance with the Board of directors'
decision of May 15, 2024, on the recommendation of the NCGC.

100%

100%

INDEPENDENT

5

WOMEN

FY24 MEETINGS

2

100%

3

ATTENDANCENOMINATION, COMPENSATION AND GOVERNANCE COMMITTEE *> Laurence
HUBERT-MOY
Chairwoman
Independent
director*> Corinne
FERNANDEZHANDELSMAN> BelénESSIOUXTRUJILLO

Independent
director

Independent
director

4> Lionel
BOUCHET

Director
representing
employees

5

Appointment of Lionel Bouchet with effect as from the 2023 General Meting

100%

(1)

INDEPENDENT

100%

5

(2)

WOMEN

FY24 MEETINGS

6100%
ATTENDANCE7CORPORATE SOCIAL RESPONSIBILITY COMMITTEE **> Corinne FERNANDEZHANDELSMAN> Gérard
GUILLEMOT> AnneWÜBBENHORST

Chairwoman
Independent
director

Director

Director
representing
employees

89Termination of the term of office of Lionel Bouchet with effect as from the end of the 2023 General MeetingJohn Parkes will join the CSR Committee at the end of the 2024 General Meeting, in accordance with the Board of directors' decisionof May 15, 2024, on the recommendation of the NCGC.

50%

(1)

INDEPENDENT

50%

WOMEN

(2)

2

FY24 MEETINGS

83%

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

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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 (05/15/24)

Start
of 1stterm

Attendance (FY24)

Expirydate of Years ofcurrent presence
term ofon theofficeBoard

Board (1)

Audit andRisk
Committee

CSR
NCGC Committee

Offices in listedcompanies (2)(outside theUbisoft group)

4.1.1.2.1 Summary presentation at May 15, 2024

EXECUTIVE MANAGEMENT
Yves Guillemot,
Chairmanand CEO

63

M

French728,084

02/28/88

2024 (3)

36

100%

—

—

—

0

ClaudeGuillemot,
Deputy CEO

67

M

French252,234

02/28/88

2024 (3)

36

100%

—

—

—

1

MichelGuillemot,
Deputy CEO

65

M

French242,784

02/28/88

2025 (3)

36

100%

—

—

—

1

GérardGuillemot,
Deputy CEO

62

M

FrenchAmerican

199,660

02/28/88

2024 (3)

36

63%

—

—

50%

1

Christian
Guillemot,
Deputy CEO

58

M

French

68,49302/28/88

2025 (3)

36

100%

—

—

—

1

DIRECTORS DEEMED INDEPENDENTClaude France

61F

French500

07/05/22

2025

2

100%

100% (4)——0Laurence
Hubert-Moy

62

F

French414

06/27/13

2025

11

100%

100%

100% (4)—0CorinneFernandezHandelsman

62

F

French260

09/22/17

2025

7

100%

—

100%

100% (4)0Belén EssiouxTrujillo

58

F

Spanish235

12/08/20

2027

3.5

100%

—

100%

—

0

Katherine Hays

48

F

American0 (5)09/27/23

2026

1

100 %

—

—

—

1

Olfa Zorgati

50F

FrenchTunisian0 (5)09/27/23

2026

1

100 %

—

—

—

0

DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERSJohn Parkes

54

M

FrenchBritish

185 (6)07/02/20

2024

4

88%

—

—

—

0

DIRECTORS REPRESENTING EMPLOYEES
Lionel Bouchet

50

M

French148 (6)03/07/18

2026

6

100%

—

100%

—

0

Anne
Wübbenhorst

35

F

German222 (6)

12/16/20

2024

3.5

100%

—

—

100%

0

(1) Based on 8 meetings(2) Directors/Members of the Supervisory Board of joint-stock companies (French “SA”), having their registered office in France, listed on a regulated market(3) The terms of office of the Chairman and Chief Executive Officer and deputy CEOs expire at the end of the 2024 General Meeting(4) Committee Chairwoman in FY24
(5) See 4.1.2.3.1: Gradual acquisition within one year of the appointment of a number of Shares equivalent to €10,000 (at acquisition value), following payment of
the compensation allocated as Director (see 4.2.1.2). Mention being made hat these acquisitions are in progress and/or have been completed since 05/15/24(6) Held personally: excluding employee share ownership plans

50

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

4.1.1.2.2 List of offices and positions of corporate officers as at March 31, 2024
Yves GUILLEMOT
Chairman and Chief Executive Officer/Director
63 years old
FrenchNumber of shares at 03/31/24
728,084

1st appointment (director)
02/28/88

Number of terms of office(directors/members of the Supervisory
Board of listed companies) (2): 1
Ubisoft Entertainment SA

Expiry date of term of office (1)2024 General Meeting

OTHER APPOINTMENTS AND ROLES

1
2

BIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCE
President of Ubisoft Annecy SAS, Ubisoft International SAS, Ubisoft Paris
SAS, Ubisoft Montpellier SAS, Ubisoft EMEA SAS, Nadéo SAS, Ivory
Tower SAS, Ubisoft Bordeaux SAS, Green Panda Games SAS, Solitaire
Games Studio SAS
General Manager of Ubisoft Mobile Games SARL, Ubisoft Paris – Mobile
SARL
ABROAD
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)
Chief Executive Officer and Director of Ubisoft Emirates FZ LLC (UAE),
Ubisoft Singapore Pte Ltd (Singapore)Director of Ubisoft Pty Ltd (Australia), Ubisoft SA (Spain), Ubi Studios SL(Spain), Ubisoft Ltd (United Kingdom), Ubisoft Reflections Ltd (United
Kingdom), Future Games of London Ltd (United Kingdom), Ubisoft Ltd(Hong Kong), Ubisoft KK (Japan), Ubisoft Osaka KK (Japan), RedLynx OY(Finland), Ubisoft BV (Netherlands), i3D.net BV (Netherlands), SmartDC BV(Netherlands), Ubisoft spółka z ograniczoną odpowiedzialnością (Poland),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
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)
Liquidator of Ubisoft SpA In Liquidazione (Italy)
Vice-President and Director of Ubisoft Inc. (United States)
Chairman and Chief Executive Officer 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 themost of technological breakthroughs to innovate
and reinforce player commitment. 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 – 2023-24

9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

OTHER APPOINTMENTS AND ROLESCURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
FRANCE

Director of AMA SA, Andromède SAS
Deputy Chief Executive Officer of Guillemot Corporation SA (2)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 (3) (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

President of Ubisoft Production Internationale SAS, Ubisoft France SAS, Owlient SAS, Ubisoft Motion Pictures Rabbids SAS,
Ubisoft Création SAS, 1492 Studio SAS, Puzzle Games Factory SAS
General Manager of Ubisoft Learning & Development SARL, Ubisoft Motion Pictures SARL, Ivory Art & Design SARLABROAD

President and Director of Ubisoft Music Publishing Inc. (Canada), Ubisoft L.A. Inc. (United States), Script Movie Inc. (UnitedStates)Director of Hyper Beats Ltd (United Kingdom), Ubisoft SpA (Italy), BMG Europe BV (Netherlands), Performance Group BV(Netherlands), SmartDC Holding BV (Netherlands), SmartDC Heerlen BV (Netherlands)
General Manager of Dev Team LLC (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 (2) (4)Director of Rémy Cointreau SA (2)ABROAD

N/A(1) Director / Chairman and Chief Executive Officer(2) Joint-stock companies (French “SA”), having their registered office in France, listed on a regulated market(3) Company having its registered office outside France and listed on an unregulated market(4) Conversion into a joint-stock company (French “SA”) on June 30, 2021 (after termination of the term of office)52

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CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Claude GUILLEMOT
Deputy Chief Executive Officer in charge of operations/Director
67 years old
FrenchNumber of shares at 03/31/24
252,234

1st appointment (director)
02/28/88

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

Expiry date of term of office (1)2024 General Meeting

1
OTHER APPOINTMENTS AND ROLESBIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
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 03/31/24
FRANCE
Chairman and Chief Executive Officer and Director of Guillemot
Corporation SA (2) (3)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 (4)(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 the Thrustmasterbrand. Since 1997, he has been in charge ofthe development of the Company that now
markets these products in more than 150
countries, with the backing of several 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 he lived,
and his in-depth knowledge of gaming
technologies for PCs, consoles and accessories.
Claude Guillemot holds a Master’s Degree in
Economic Science from Rennes 1 University(France) and an Industrial Computing Certificate
from ICAM (Lille, France).

4

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS

6

•
•

3

5

Hardware technologies
International development

7

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

8FRANCEN/A
ABROAD
N/A

9

EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A
ABROAD
N/A(1) Expiry of the terms of office as Director and Deputy Chief Executive Officer(2) Joint-stock companies (French “SA”), having their registered office in France, listed on a regulated market(3) Guillemot Corporation SA is director of Guillemot Netherlands BV (Netherlands)(4) Company having its registered office outside France and listed on an unregulated market

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governanceMichel GUILLEMOT
Deputy Chief Executive Officer in charge of development, strategy and finance/Director
65 years old
FrenchNumber of shares at 03/31/24
242,784

1st appointment (director)
02/28/88

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

Expiry date of term of office (1)2025 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCEN/A
ABROAD
N/A
CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
FRANCE
Deputy Chief Executive Officer and Director of Guillemot
Corporation SA (2)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), Next Move Digital Ltd (United
Kingdom), AMA Corporation PLC (3) (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)FRANCE
N/A

With a passion for information technology,
Michel Guillemot created Guillemot International
Software in 1984. At the time, the Company
was positioned in a niche segment – thedistribution and import of video games – inwhich it rapidly became the French 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 several 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 ofmobile games and the mechanisms to attractand engage a mass-market audience, as well as
his expertise in all AI aspects.
He graduated from EDHEC business schooland holds a degree (DECS) in accounting.
EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS•

IT• Video game industry•••

Mobile industry
Finance
Artificial intelligence

ABROAD
N/A
EXPIRED POSITIONS OUTSIDE THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A
ABROAD
N/A(1) Director’s term of office / Expiry of the term of office as Deputy Chief Executive Officer at the end of the 2024 General Meeting(2) Joint-stock companies (French “SA”), having their registered offices in France, listed on a regulated market(3) Company having its registered office outside France and listed on an unregulated market

54

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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
62 years old
French-American

Number of shares at 03/31/24
199,660

1st appointment (director)
02/28/88

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

Expiry date of term of office (1)2024 General Meeting

OTHER APPOINTMENTS AND ROLES

1BIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
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 03/31/24
FRANCE
Deputy Chief Executive Officer and Director of Guillemot Corporation
SA (2)
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 (3)(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)

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
business school and lives in the UnitedStates.

34567EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS••••

Publishing
Content creation
Talent recruitment and management
Corporate social responsibility

8

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

9FRANCEN/A
ABROAD
N/A(1) Expiry of the terms of office of Director and Deputy Chief Executive Officer(2) Joint-stock companies (French “SA”), having their registered offices in France, listed on a regulated market(3) Company having its registered office outside France and listed on an unregulated market

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Christian GUILLEMOT
Deputy Chief Executive Officer in charge of administration/Director
58 years old
FrenchNumber of shares at 03/31/24
68,493

1st appointment (director)
02/28/88

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

Expiry date of term of office (1)2025 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCEN/A
ABROAD
Director of Ubisoft Nordic A/S (Denmark)
CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
FRANCE
Chairman and Chief Executive Officer and Director of AMA SA
President of Guillemot Brothers SAS
Chief Executive Officer of La Cour de Marzan SAS
Deputy Chief Executive Officer and Director of Guillemot Corporation
SA (2)
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 (3) (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), 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)
Secretary of Longtail Studios Inc. (United States)
EXPIRED POSITIONS WITHIN THE UBISOFT GROUP(LAST 5 FINANCIAL YEARS)FRANCEN/A
ABROADN/A

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Christian Guillemot is CEO of AMA
Corporation Plc, a group he co-founded withhis brothers in 2004. The AMA group is one of
the world leaders in new uses in the fields oftelehealth and remote help using connected
eyeglasses.
With a passion for innovation, entrepreneurshipand new technologies, Christian Guillemot is
actively involved in the creation of French Tech
digital accelerators. He is also Chairman andChief Executive Officer of Guillemot Brothers
Ltd, the family holding company of the Guillemot
group.
Christian Guillemot co-founded Ubisoft in 1986
with his brothers. He is a member of the Boardof directors and Deputy Chief Executive Officer
in charge of administration. He has overseen thecreation, consolidation and integration of
Ubisoft’s international subsidiaries and played a
key role in the Company’s stock market listingand in the Group’s defense strategies in thisregard. With his in-depth knowledge of newtechnological uses and his expertise in finance,accounting and legal 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 AMA Operations SAS, AMA Research and Development SAS, SAS du Corps de Garde
Liquidator of SAS du Corps de Garde
ABROAD

Director of AMA Xperteye S.R.L (Italy)

1(1) Director’s term of office / Expiry of the term of office as Deputy Chief Executive Officer at the end of the 2024 General Meeting(2) Joint-stock companies (French “SA”), having their registered offices in France, listed on a regulated market(3) Company having its registered office outside France and listed on an unregulated market

2
3
4
5
6
7
8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Claude FRANCE
Independent lead director (1)Chairwoman of the Audit and Risk Committee (1)61 years old
FrenchNumber of shares at 03/31/24
500

1st appointment (director)
07/05/22

Number of terms of office(directors/members of the Supervisory
Board of listed companies) (2): 1
Ubisoft Entertainment SA

Expiry date of term of office2025 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCEN/A

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
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)FRANCE
Head of the Mobility & e-Transactional Services (MTS) business line
at Worldline GroupManaging Director of Worldline France
Permanent Representative of Worldline SA, President of Worldline
France SAS
Director of Ingenico Group SA, Santeos SA, Worldline Participation 1 SA

A graduate of the Institut national
polytechnique de Grenoble, Claude France
began her career in the telecoms sector at
Alcatel. Claude then joined the SEGIN group(1988-2003), where she held numerous
operational and commercial positions and was
appointed Head of the Banking and Financebusiness unit.
In 2003, Claude joined Atos Worldline as
Executive Vice-President following the mergerof the two groups and led integration efforts
in multiple countries, before leading Worldline
France’s activities as from 2011 and joining
the Worldline Group Executive Committee.
Claude France served as Managing Director
Worldline France and Director of MTS Digital
Services for Worldline Group and was amember of the Board of directors of Ingenico
Group SA until December 2022.
Claude France is currently an Independent
Consultant.
Claude France is the Chairwoman of the Audit
and Risk Committee since September 27,
2023. Since that date, she is also acting as
lead director.
EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS• Experience in large international groups• Business transformation, marketingand strategy• Financial transactions

ABROAD
Director of Worldline NV/SA (Belgium)(1) Appointment as lead director and Chairwoman of the Audit and Risk Committee effective from the end of the 2023 General Meeting(2) Joint-stock company (French “SA”), having its registered office in France, listed on a regulated market

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CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Laurence HUBERT-MOY
Independent director
Chairwoman of the Nomination, Compensation and Governance Committee
Member of the Audit and Risk Committee
62 years old
FrenchNumber of shares at 03/31/24
414

1st appointment (director)
06/27/13

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

Expiry date of term of office2025 General Meeting

OTHER APPOINTMENTS AND ROLES

1BIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCEN/A

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
FRANCE
Professor at the University of Rennes
Member of the Scientific Programs Committee of the CNES (Frenchnational center for space studies)
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
Scientific Manager of ENVAM Digital Campus

ABROAD
N/A

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 spaceacademy (Académie de l’Air et de l’Espace)since 2018, she chaired the Scientific Earth
Sciences Committee of the CNES (the Frenchnational center of space studies) between
2013 and 2019. From 2017 to 2020, she wasa partner 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 and in
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 and Risk
Committee. Through her responsibilities,
Laurence Hubert-Moy has greatly improved
the Company's governance, continuallyadapting it to Ubisoft's strategic challenges. In
particular, she has contributed to increasing
the independence of the Board of directors
from 29% on her arrival to 54.55% today,with a profound diversification of profiles andcontributions. She has also worked with
Ubisoft's compensation teams to build acompensation policy for the Company's
executive corporate managing officers/
directors, which is considered to be in linewith the international best practices. Her
scientific research and her expertise in big
data analysis put R&D and innovation at theheart 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.

3
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5
6
7
8
9

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS•••*Technology and digital
Environmental risk modeling
Governance and strategic planning

Joint-stock company (French “SA”), having its registered office in France, listed on a regulated market

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governanceCorinne FERNANDEZ-HANDELSMAN
Independent director
Member of the Nomination, Compensation and Governance Committee
Chairwoman of the Corporate Social Responsibility Committee
62 years old
FrenchNumber of shares at 03/31/24
260

1st appointment (director)
09/22/17

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

Expiry date of term of office2025 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
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 03/31/24
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 *• Talent assessment, recruitment•

and development
Management of an international
headhunting network

ABROAD
Director of IIC Partners*

60

Joint-stock companies (French “SA”), having their registered office in France, listed on a regulated market

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CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Belén ESSIOUX-TRUJILLO
Independent director
Member of the Nomination, Compensation and Governance Committee
58 years old
SpanishNumber of shares at 03/31/24
235

1st appointment (director)
12/08/20

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

Expiry date of term of office2027 General Meeting

OTHER APPOINTMENTS AND ROLES

1BIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCEN/A

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
FRANCE
Director of Human Resources in the Professional Products division of
L’OréalABROAD
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. Her term of office wasrenewed at the General Meeting of
September 27, 2023.

3
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5
6
7
8
9

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS• Experience in large international groups• Human resources management• Organizational transformation process*

Joint-stock company (French “SA”), having its registered office in France, listed on a regulated market

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governanceKatherine HAYS
Independent director
48 years old
AmericanNumber of shares at 03/31/24:
0 (1)1st appointment (director)
09/27/23

Number of terms of office(directors/members of the Supervisory
Board of listed companies) (2): 2
Ubisoft Entertainment SA
Technicolor Creative Studios SA

Expiry date of term of office
AG 2026

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCEN/A

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
FRANCE
Director of Technicolor Creative Studios SA (2)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
Senior advisor of Mubadala (UAE)
Co-founder of Vivoom, Inc. (United States)

Katherine Hays has more than 20 years ofexperience
acrosseSports,
gaming,advertising, media and entertainment as anentrepreneur and executive. She started hercareer as an equity research analyst at
Salomon Smith Barney and Goldman Sachs,
where she covered global media companies
including AOL Time Warner, Disney, andNews Corp. In 2003 she co-founded Massive,
an in-game advertising company, and served
as its CFO and COO until its acquisition by
Microsoft in 2006. She was then appointed as
Senior Director, MSN and Microsoft Startup
Labs at Microsoft. In 2008, Katherine became
the CEO of Genarts, Inc. She grew thecompany to become the top provider of
special effects software for the professional
market and successfully transitioned thecompany to a subscription-based revenue
model. In 2016, she founded Vivoom, aplatform designed to help brands co-create
mobile content with customers. She iscurrently an independent member of theBoard of Technicolor Creative Studios (since2022), serves as an advisor to numerous
eSports start-ups, and is a senior advisor to
institutional investors within the United ArabEmirates. Katherine holds an MBA from
Harvard Business School and a Bachelor of
Art from Princeton University and is of
American nationality.
EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS••••

Finance
Mergers & Acquisitions
Business strategy
Entertainment experiences(1) See 4.1.2.3.1: Gradual acquisition within one year of the appointment of a number of Shares equivalent to €10,000 (at acquisition value), following payment of thecompensation allocated as Director (see 4.2.1.2)(2) Joint-stock companies (French “SA”), having their registered office in France, listed on a regulated market

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CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Olfa ZORGATI
Independent director
50 years old
French-Tunisian

Number of shares at 03/31/24
0 (1)1st appointment (director)
09/27/23

Number of terms of office(directors/members of the Supervisory
Board of listed companies) (2): 1
Ubisoft Entertainment SA

Expiry date of term of office
AG 2026

1
OTHER APPOINTMENTS AND ROLESBIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCEN/A

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
FRANCEManaging Director of ESI GroupABROAD
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

Olfa Zorgati has extensive financial andmanagement experience, with a deep
expertise in technology. She joined ESI Groupin June 2018 as Chief Financial Officer and
Deputy Managing Director in charge of
operations before being appointed Chief
Executive Officer of the Group. ESI Group is avirtual simulation software company listed onEuronext Paris until the end of January 2024
and valued at nearly €1bn. Olfa has made amajor contribution to the reorientation of theCompany’s strategy, business model andculture, with a significant impact on growth,
profitability and shareholder value created.
From 2016 to 2017, she held the position of
CFO at MetaPack, a London-based global
SaaS leader for e-commerce logistics
systems. Prior to this, Olfa was Deputy
Managing Director in charge of operations at
VentureBeat (2013-2015), a leading media
covering transformative tech in San Francisco,USA, where she played a key role in thetransformation of their business model(subscriptions vs. advertising revenues) which
led to a period of strong growth. During theseyears, she focused on the introduction andimplementation of agile methodologies andthe transformation of internal processes.
Among her other experiences, she spent
three years with Ventadis, a multi-channel
distribution group and subsidiary of the M6
group, and seven years with Vivendi, where
she held various positions in finance andmergers & acquisitions. Olfa began her careerwith Société Générale in mergers andacquisitions. She has so an extensive
experience in E-commerce, media and SaaS
technology companies. Olfa holds an MBAfrom HEC Paris and is a dual Tunisian andFrench citizen.

3
4
5
6
7
8
9

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS•

Finance•

Mergers & Acquisitions•

Tech experiences(1) See 4.1.2.3.1: Gradual acquisition within one year of the appointment of a number of Shares equivalent to €10,000 (at acquisition value), following payment of thecompensation allocated as Director (see 4.2.1.2)(2) Joint-stock company (French “SA”), having its registered office in France, listed on a regulated market

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4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governanceJohn PARKES
Director representing employee shareholders
54 years old
French-British

Number of shares at 03/31/24
185

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

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

Expiry date of term of office2024 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCEManaging Director of Ubisoft France SAS

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
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 SVP Marketing in the Group’s Global
Publishing division, John Parkes has spent alarge portion of his career at Ubisoft, which hejoined 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. With his teams, he leads
operational marketing strategy and execution
and engagement of gamers for Ubisoft brands
globally through communication, media, CRM,
communities and customer relations.
With more than 20 years of commercial andmarketing expertise in the gaming andentertainment industry, John Parkes notably
brings an understanding of the market andassociated opportunities to the Board of
directors. As a Ubisoft employee andmanager with in-depth knowledge of theGroup, John Parkes also contributes anoperational perspective of the Group’s
activities and organization.
EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS
•
•
•
•

*

64

Joint-stock company (French “SA”), having its registered office in France, listed on a regulated market

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Lionel BOUCHET
Director representing employees
Member of the Nomination, Compensation and Governance Committee (1)50 years old
FrenchNumber of shares at 03/31/24
148

Election (director
representing employees)
03/07/18

Number of terms of office(directors/members of the Supervisory
Board of listed companies) (2): 1
Ubisoft Entertainment SA

Expiry date of term of office2026 General Meeting

1

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

2

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCE
Technology Director at Ubisoft’s French Studios

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
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

Lionel Bouchet sits on the Board of directors
as a director representing employees.
Currently Technology Director at the Group’s
headquarters in charge of monitoring
technological developments and projects, he
has worked at Ubisoft since the start of his
career in 1996. He first worked as aprogrammer 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 was a member of the Corporate Social
Responsibility Committee as from its creationin 2018 until September 27, 2023, when hejoined the Nomination, Compensation and
Governance Committee.
Lionel Bouchet holds a Computer Engineering
degree from EERIE in Nimes.

3
4
5
6
7

EXPERTISE BROUGHTTO THE BOARD OF DIRECTORS•••Video game production
Video game technical development
pipeline
General IT

8(1) Member of the NCGC since September 27, 2023 and cessation of his duties as member of the CSR Committee on the same date(2) Joint-stock company (French “SA”), having its registered office in France, listed on a regulated market

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

9

65

4

CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governanceAnne WÜBBENHORST
Director representing employees
Member of the Corporate Social Responsibility Committee
35 years old
GermanNumber of shares at 03/31/24
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

Expiry date of term of office2024 General Meeting

OTHER APPOINTMENTS AND ROLESBIOGRAPHY

CURRENT POSITIONS WITHIN THE UBISOFT GROUP AS AT 03/31/24
FRANCE
Senior Gameplay Programmer at Ubisoft’s Paris Studio

ABROAD
N/A

CURRENT POSITIONS OUTSIDE THE UBISOFT GROUP AS AT 03/31/24
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 five versions of the game,and contributed to its success by introducing
major innovations to the 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)•FRANCEN/A

ABROAD
N/A*

66

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

4.1.1.3 Changes in the Board of directors and its committees during the financial year ended
March 31, 2024
Board of directors

Appointment

RenewalTerm of office expired

Katherine Hays (2023 General Meeting)Olfa Zorgati (2023 General Meeting)Corinne Fernandez-Handelsman
Belén Essioux-Trujillo

Didier Crespel (2023 General Meeting) (1)
Florence Naviner (2023 General
Meeting) (1)

RenewalTerm of office expired

N/A

Didier Crespel (2023 General Meeting) (1)

RenewalTerm of office expired

N/A

Didier Crespel, member (1)Florence Naviner, Chairwoman (1)Lead director

Appointment
Claude France(2)

1

Audit and Risk Committee

Appointment
Claude France, Chairwoman

(3)

2

NCGC

Appointment
Lionel Bouchet, member

Renewal(4)Term of office expired

Corinne Fernandez-Handelsman, member
Belén Essioux-Trujillo, member (6)

(5)

3

N/A

CSR Committee

Appointment
N/A

RenewalTerm of office expired

Corinne Fernandez-Handelsman, Chairwoman(5)

4

Lionel Bouchet, member (4)(1) Following non-renewal and/or resignation with effect as from the 2023 General Meeting(2) With effect as from the end of the 2023 General Meeting for a two-year term in accordance with the Board’s internal rules (see 4.1.2.4.1)(3) Appointment with effect as from the end of the 2023 General Meeting(4) Integration into the NCGC at the end of the 2023 General Meeting and termination of his duties as member of the CSR Committee on the same date(5) Confirmation as Chairwoman of the CSR Committee and member of the NGCC Committee following her reappointment as director by the 2023 General Meeting(6) Confirmation as a member of the NGCC Committee following her reappointment as director by the 2023 General Meeting

5
6
7
8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

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 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 Company’s
share capital held in concert by the Guillemot family extended toinclude Tencent Mobility Limited (25.4% of the share capital
representing 29.6% of the voting rights (see 7.3.3)), as well as
the statutory number of directors representing employees and/or
employee shareholders.

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
Chairwoman.
Matters relating to strategy in particular are supervised by the
Executive Management, as are matters relating to theeffectiveness of governance, which the lead director may discussat meetings of the independent directors she may organize as
deemed necessary (see 4.1.2.4.4).

Operational and functional activity is carried out by the membersof the Executive Committee (see 4.1.2.2.3). Feedback from the
Executive Committee is taken into account by the Chief
Executive Officer when developing the Group’s strategy, assisted
in his analysis by the Deputy Chief Executive Officers, before
submitting when required any new strategy-related trend or
adaptation to the Board of directors particularly during strategic
meetings (see 4.1.2.4.1). In this respect, the Executive
Committee is mandated to present regular updates on strategy
deployment, as well as new recommendations in line withmarket trends, at the Board's strategic meetings.

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

The relevance of this organization in terms of governance isregularly discussed within the Company’s Board, building on therecommendations of the NCGC, taking into account commentson the matter that may have been made by independent directors(see 4.1.2.4.4), as well as during internal or external assessments(see 4.1.2.3.4), thereby providing the Board with the necessary
elements to make any decisions related to its operation.
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.
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.
In this respect, the Board believes that its current organization isadapted to the Group’s challenges and that it has proved its
worth, in particular during specific periods and/or unprecedented
events, both in France and internationally. This organization
ensures that decisions are taken rapidly, while at the same time
uniting teams and stakeholders.

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 table below specifies the provisionsof the Afep-Medef Code that have been excluded by theCompany and the reasons for this.

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

Provisions of the Afep-Medef CodeExplanation

11.2 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 assessment by an independent third party carried out between
January and March 2023 (see 4.1.2.3.4).

27.1 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

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 particular review
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 the directors, if theyso wish, to freely express their assessment of the individual contributions of otherdirectors.

1

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) due to scheduling/timing constraints, to the extent that:■ the targets inherent in the financial criteria of the annual variable compensation(the “Bonus”) of the Chairman and CEO are known at the earliest when theannual results are published (1);2■ the performance conditions to be applied to the LTIs are made public prior to the
grant (2) and the LTIs which expire at term or early in respect of the current
financial year are disclosed in the Universal Registration Document (3).

3Consequently, only the nature of the CSR criteria (see 4.2.1.4) could in fact bedisclosed after a decision is made by the Board setting the performance conditions
for the Bonus and/or the LTIs. In terms of clarity, this does not seem consistent if
this element is not included in the whole.
(1) i.e. for the Bonus granted for the financial year ended March 31, 2024 (FY24) in May 2024, corresponding to approval of this corporate governance report by the
Board of directors(2) In the Universal Registration Document for the previous financial year (see 4.2.1.4 and 4.2.1.5: Application of the compensation policy in respect of the financial
year in progress at the date of publication of the said Universal Registration Document)(3) With the exception of the MAU criterion target, which cannot be made public for reasons of confidentiality on the Group’s strategy

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 May 15, 2024.
The internal rules of the Audit and Risk Committee, the NCGC andthe 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 and its
committees.

The choice between combination or dissociation of the functionsof Chairman of the Board of directors and Chief Executive Officer
is the subject, in particular, at each renewal of Yves Guillemot’s
term of office as director, of in-depth structured discussions by
the independent directors during a meeting (see 4.1.2.2.1
hereafter).

6
7

4.1.2.2.1 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).

■ on the one hand, provides that the Board elect from among its
members a Chairperson, who is a natural person, whoorganizes and directs the work of the Board, on which he/shereports to the General Meeting and ensures the proper
functioning of the Company’s corporate bodies; and3.2: In addition, companies with a Board of directors may
choose to separate the functions of Chairperson 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.”■ on the other hand, offers the Board the choice of entrusting
the Executive Management of the Company to the Chairmanof the Board of directors (“combination”) or to another natural
person, not necessarily a director, bearing the title of Chief
Executive Officer (“dissociation”), who may be assisted in his/her duties by one or several Deputy Chief Executive Officers.

5

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 (see 4.1.2.2.2), as well as by the Executive
Committee (see 4.1.2.2.3).

4.1.2.2 Executive Management
and management bodies
The law:

4

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

8
9

69

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governanceAt its meeting on May 15, 2024, the Board of directors took
notice of the recommendation made by the independent
directors following their meeting on April 30, 2024, andconsidered that the combination of the functions of Chairpersonof the Board of directors and Chief Executive Officer enables tooptimize the Group’s performance and create the most favorable
conditions for its long-term development. This method of
exercising Executive Management allows for flexible andresponsive 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) emphasized inparticular since the creation of an enlarged Executive
Committee (see 4.1.2.2.3) and thus optimizing the decisionmaking process; and■ on the other hand, by promoting a lasting relationshipbetween the shareholders and the Chairman and Chief
Executive Officer, who is a privileged point of contact with an
in-depth knowledge of the Group and its business lines.
This method of organization of the Executive Management
facilitates the Group’s strategic orientations thanks to rapid
decision-making and fluid communication between the Board andthe management teams, while ensuring the consistency of thesedecisions.
This structure is therefore lighter and more responsive, with asingle representative speaking with one voice to all stakeholders.
The combination 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, with his/her own powers (see 4.1.2.4.4), whose
main mission is to ensure the proper functioning of thecorporate governance bodies. In this capacity, he/she may be
entrusted with relations with shareholders in matters ofgovernance. The lead director’s prerogatives include thepossibility of bringing together the independent directors andthe opportunity to propose, if necessary, to the Chairman of
the Board of directors the addition of items to the agenda of
the Board meetings, to request that a meeting be convenedor, as the case may be, directly convene the Board on a given
agenda whose importance or urgency would justify theholding 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 4.1.2.4.4).
A balanced organization through:■ limitations provided by the Board to the powers of the Chief
Executive Officer.

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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 15, 2024, 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
The diversity policy for the composition of the Board(see 4.1.2.3.3) and in particular the presence of independent
directors contribute 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 thework of the Board and the committees (the three committees
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;■ regular interaction between non-executive directors and key
senior executives, in particular during presentations made to
the Board, in committee meetings or at strategic meetings(see 4.1.2.4.1).

4.1.2.2.2 Deputy Chief Executive Officers

Yves Guillemot is assisted in his role as Chief Executive Officer
by Claude Guillemot, Michel Guillemot, Gérard Guillemot andChristian Guillemot, founding shareholders, whose analysis andadvice on strategic cross-business topics, notably in the areas ofoperations, development and strategy, publishing and finance,
provide the Chief Executive Officer with a macro view of thestrategic directions to be adopted, put into perspective with any
operational advice issued by the Executive Committee – theBoard validating and/or determining the objectives and scope ofactions of the Executive Management when presenting the fiveyear business plans in particular.

Their extensive knowledge of the Group, complementary skills andprofessional experience as executive managers within their owngroup, combined with the significance of the shares owned inconcert by the Guillemot family (representing 15.44% of the sharecapital and 20.45% of voting rights at March 31, 2024), which wassignificantly increased following the agreements with Tencent
Mobility Limited (hereinafter “Tencent”) in September 2022
(see 7.3.3.3) – the Guillemot family-owned stake and Tencent
together representing 25.42% of the share capital and 29.64% of
the voting rights as at March 31, 2024, are a major asset for the
future of the Group and provide long-term vision for management.

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CORPORATE GOVERNANCE REPORT
Corporate governance t

The Chief Executive Officer, in his capacity as the central pillar of
the Group’s strategy, after making the choices deemed mostappropriate for the Group with the assistance of the Deputy Chief
Executive Officers and with regard to the information andrecommendations reported to him by the Executive Committee,
presents the strategic changes to the Board for validation, after
an in-depth review during bi-annual strategic meetings.

4

4.1.2.2.3 Executive Committee

Ubisoft is committed to constantly adapting its organization to aever-changing industry.
The Executive Committee fully assists the CEO in carrying out his
duties. As such, it regularly presents updates on strategy
deployment, as well as new recommendations in line withmarket trends at the Board’s strategic meetings.
The Executive Committee met 9 times for the financial year
ended March 31, 2024.

As at May 15, 2024, the members of the Executive Committee are (in alphabetical order):Alain Corre

M

Chief Publishing Officer

Jean-Michel Detoc

M

Chief Mobile Officer

Laurent Detoc

M

Chief Direct to Player

Frédérick Duguet

M

Chief Corporate Finance Officer

Yves Guillemot

M

Chairman and Chief Executive Officer

Caroline Jeanteur

F

Chief Purpose Officer

Cécile Russeil

F

Executive Vice-President

Martin Schelling

M

Chief Production Officer

Marie-Sophie de WaubertF

Chief Studios and Portfolio Officer

It is recalled that, in accordance with the provisions of article
L. 22-10-10, 2° of the French commercial code and the AfepMedef Code, which states that:“8.1: At the proposal of the Executive Management, theBoard shall determine gender diversity objectives forgoverning bodies. The Executive Management shall present
measures for implementing the objectives to the Board, withan action plan and the time horizon within which theseactions will be carried out. The Executive Management shallinform the Board each year of the results achieved.”
the Executive Committee has 9 members, with a gender diversity
rate of 33.33% – bearing in mind that the rate provided for inarticle L. 1142-11 of the French labor 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 5.3.3.

4.1.2.2.4 Succession plans

During its annual reviews or monitoring of succession plans, theBoard ensures that succession plans are consistent with thepractices of the Group and the market, given the particular natureof its family share ownership and its composition. It endeavors toassess the relevance of the composition of its management
bodies, in line with the measures implemented to ensure theGroup’s continuity and efficiency at all levels.
In addition, the NCGC, as part of the monitoring of the Executive
Committee’s succession plan, verifies that the targets set interms of balanced representation of women and men are met(see 4.1.2.2.3) with regard to existing profiles. The Board of
directors is also informed by the Executive Management of its
discussions on the composition of the Executive Committee andtakes note of the results obtained in terms of gender equality.

12
3

It should be noted that the external assessment of the Board of
directors and its committees conducted between January andMarch 2023 (see 4.1.2.3.4) highlighted the place given by the
Board and its committees to the succession plan, taken into
account the Group’s family structure.

4

4.1.2.3 The Board of directors
and its committees

5

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

6■ 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.

7■ 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.

89■ 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.

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governancePursuant 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 paymentof the compensation granted to them for their director’s
duties – a number of Shares amounting to €10,000 (in termsof acquisition value), which they must hold throughout theirterm of 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“The directors representing employees are appointed, […],
by an election among the employees of the Company and its
direct or indirect subsidiaries, whose registered office islocated in France […]. Elections take place within a single
college, with a two-round majority vote when there is one
vacancy and a proportional representation applying the ruleof the highest remainder without vote-splitting when at least
two seats are vacant. Nominations for elections are free or,where appropriate, are proposed in accordance with theterms indicated in article L. 225-28 paragraph 4 of the Frenchcommercial code. With a two-round majority vote, if nocandidate obtains an absolute majority during the first round,
only the two candidates that have obtained the largest
number of votes during the first round qualify for the second
round. The election may take place using electronic voting.
Electoral regulations are prepared for each election to set thepractical terms.”■ 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,72

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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.
Extract from article 8.3.3 of the Company’s articles
of association“The general meeting decides from a list of candidates
proposed by employee shareholders and designatedaccording to the following procedures:a) when shares are held directly by the employees coveredby the aforementioned article L. 225-102, including via aGroup savings scheme, and that the related voting rights
are exercised directly by the latter, the candidates aredesignated at the time of the consultations organized by
the Company. These consultations, preceded by calls forcandidatures from amongst the aforementioned
employee shareholders, are organized by the Company by
any technical means enabling assurance of a reliable vote.
At the end of these consultations, elections take place(majority ballot with one round) for one (1) primary
representative and one (1) alternate representative(namely the candidate having received the second mostvotes, behind the primary representative). The primary
representative will be responsible for participating in thevote for the candidate amongst the members of thesupervisory board(s) covered in b) below, reserving theright to present themselves also as a candidate after thesaid vote, which would thus bring to two (2) the numberof candidates for the position of director representing
employee shareholders;b) when shares are held by employees and former
employees covered by the aforementioned article
L. 225-102 through the intermediary of one or morecompany mutual funds (FCPE) and the related voting
rights are exercised by the supervisory board(s) of the
FCPE(s), the supervisory board(s) of the FCPE(s) as wellas the primary representative of employee shareholders
covered in a) above jointly designate by majority vote a
candidate chosen from amongst the members of thesupervisory board having responded to calls forcandidatures to this end - it being understood that thecandidate having received the second most votes, behindthe candidate first designated, will assume the role ofalternate […].
In the case of more than one candidate ([…] a candidate
representing employee shareholders covered in a) and acandidate representing employee shareholders via a FCPE
covered in b) above), the candidates will be presented to thevote of shareholders in decreasing order with regard to thenumber of shares held at the close of the last financial year
by each of the categories covered in a) and b) above - itbeing understood that the vote of shareholders will cease assoon as a position of director representing employee
shareholders is filled.”CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4.1.2.3.2 Procedure for selecting directors

The Board of directors pays great attention to the selection of its
members, seeking the most appropriate diversity (training, career
path, gender, independence, etc.) to the needs of the Board,
including various and complementary technical expertise. For
each vacancy, the NCGC studies the profiles of several potential
members and the candidates proposed to it, seeking

4complementarity 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.

The procedure for selecting independent directors consists of several phases, during which the NCGC plays a key role, namely:
ProfileApplications

Selection

Decision

Definition of the profile soughtby the NCGC with regard to:■ Searches for profiles carriedout by the NCGC with theassistance of a recruitment
firm, where applicable;■ Discussions within the
NCGC on the suitabilityof candidates’ profiles with
the needs identified (3);■ Presentation to the Boardof the list predefined by
the NCGC (4);■ In-depth study of the filesof the profiles thus identified;■ Verification of compliancewith the recommendationsof the Afep-Medef Codeand/or legal provisions;■ the targeted skills andexperience, in accordancewith the Board’s diversity
policy;■ the professional qualities
sought (1);■ Establishment of a listof potential candidates (2).

■ gender equality.

■ Conclusions andrecommendations
to the Board.

1■ Approval by the Boardof the draft resolution(s)for the appointment of
one or more directors
to be submitted to the
Shareholders’ General
Meeting (5).

2
3(1) Including skills in executive or management positions acquired within major international groups, knowledge of the Group and its activities, financial or accounting
expertise, CSR and digital R&D skills(2) This list may also consist 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) or from unsolicited applications(3) The NRGC also endeavors to assess their ability to supplement the skills required for the Board, their availability and their motivation as well as potential conflictsof interest(4) Certain members of the Board of directors may interview the candidates(5) Or, in the event of a vacancy between two General Meetings, to be co-opted by the Board subject to ratification by the next General Meeting

In the specific case of directors representing employees andthe director representing employee shareholders, theappointment and/or election procedure, as the case may be, isgoverned by the Company’s articles of association (see 4.1.2.3.1).
When the Chairperson of the Board of directors also assumes therole of Chief Executive Officer and, in accordance with theprovisions of the Afep-Medef Code and the internal rules of theBoard and its committees, it is appropriate to appoint a leaddirector selected from among the independent directors.

4

4.1.2.3.3 Diversity policy applied to membersof the Board of directors

In accordance with the Afep-Medef Code and pursuant to theBoard’s internal rules, which provide that:5“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.”

6

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.

7
8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

The table below shows the objectives, procedures and results in this 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.
A set of skills and expertise has thus been defined 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, thedirectors jointly ensure that the measures adopted support the implementation of the Group’s strategy.
As part of the procedure for selecting new independent directors, notably in the event of non-renewal
and/or departure of directors, the objective of maintaining a diversity of skills and/or expertise within the
Board of directors is the guiding principle in defining profiles.

*74

See 4.1.2.3.4

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CORPORATE GOVERNANCE REPORT
Corporate governance t

4

Finance –Audit – M&A

Technology –Artiﬁcialintelligence

CSR – Talentmanagement

International
experience

Ubisoftbusiness lines

TABLE OF SKILLS

1Yves GUILLEMOT, Chairman and CEO

2Claude GUILLEMOT, Deputy CEO
EXECUTIVE
MANAGEMENT

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

3Claude FRANCE
Laurence HUBERT-MOY
INDEPENDENTDIRECTORS

4Corinne FERNANDEZ-HANDELSMAN
Belén ESSIOUX-TRUJILLO
Katherine HAYS
Olfa ZORGATIDIRECTORREPRESENTINGEMPLOYEESHAREHOLDERSDIRECTORSREPRESENTINGEMPLOYEES

5John PARKES

6
Lionel BOUCHET
Anne WÜBBENHORST

10

11

6

6

7

6

8
9

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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.
Qualification as an independent director is reviewed annually, in particular with regard to each of thecriteria defined by the Afep-Medef Code, on the basis of the questionnaire sent by the NCGC to eachdirector concerned.
The independent directors have no relationship of any kind whatsoever with the Company, its Group or its
management that could compromise their judgment.
CorinneClaudeLaurence
FernandezFrance Hubert-Moy Handelsman

Belén
EssiouxTrujillo

Katherine
Hays

Olfa
Zorgati

Criterion 1: Employee
corporate officer forthe past five years (1)

N/A

N/A

N/A

N/A

N/A

N/A

Criterion 2: Crossdirectorships (2)

N/A

N/A

N/A

N/A

N/A

N/A

Criterion 3: Significant
businessrelationships (3)

N/A

N/A

N/A

N/A

N/A

N/A

Criterion 4: Familyties (4)

N/A

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

N/A

Criterion 6: Termof office exceeding
12 years (6)

N/A

N/A

N/A

N/A

N/A

N/A

Criterion 7: Status
of non-executive
corporate managing
officer (7)

N/A

N/A

N/A

N/A

N/A

N/A

Criterion 8: Statusof major shareholder (8)

N/A

N/A

N/A

N/A

N/A

N/A

Nationalities and international experience
3 of the Board members have dual nationality and 3 have foreign nationality.
Most of the directors have had an international career and responsibilities. 3 of the directors are basedabroad.
Balanced representation of women and men
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 and Risk Committee, NCGC and CSR
Committee) and, out of the 7 positions on these committees (the director(s) representing employees (9)and the director representing employee shareholders (10) are not included in this calculation), 6 are held by
women, i.e. a proportion of 86%.
Age/Length of service
At March 31, 2024:■ the average age of directors is 56.79;■ the average length of service of the directors is 15.55 years. If we exclude the “founding” directors, it
is 4.09 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

76

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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 operation at least once a year in order to improve theeffectiveness 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”).

4

The last External Assessment was conducted between January
and March 2023 under the supervision of the Chairwoman of the
NCGC. It also focused on the individual contribution of thedirectors. The analysis of the responses to the External
Assessment led to an assessment report presented by theexternal service provider to the entire Board.
An internal assessment of the Board and its committees has also
been conducted under the aegis of the NCGC and/or eachCommittee Chairwoman in March 2024 (the “2024 Internal
Assessment”).

1

A reminder of the main areas for improvement brought to light by the previous assessments of the Board and its committees is set out
below:

Main areas for improvement adopted following the External Assessment■ Succession plan: translating the guidelines of the family concert in the short term (renewal of terms of offices) and medium term
(succession);2■ Matching directors’ profiles with the Board’s skill requirements in the context of renewals at the 2023 General Meeting;■ Strengthening the role of the Audit and Risk Committee in the financial communication review process;■ Reducing the time spent by the NCGC on compensation and LTI plans;■ Implementing training for directors on the Board’s new CSR issues and responsibilities;3■ Reaffirmation of the role of the lead director as guarantor of good governance in the context of combined functions of Chairman
and Chief Executive Officer;■ Refocusing the G5 as the governance structure of the family holding company, representing the reference shareholder andinforming the Board's strategic decision-making;■ Strengthening the involvement of the Executive Committee in the preparation of strategic meetings for points within their scopeof competence;4■ Explaining and promoting proactively the relevance of Ubisoft’s strategy, led by the founders, to the investors.

5
6
7
8
9

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Main conclusions of the 2024 Internal Assessment
The 2024 Internal Assessment revealed the following observations:■ The composition of the Board and its committees is judged to be balanced, relevant and complementary;■ The operation and organization of the Board and its committees, in particular the preparation of agendas and thequality and frequency of discussions, is praised by all directors: the studies carried out by the committees
facilitate the Board's deliberations;Overallassessment■ A high level of satisfaction and confidence, driven by communication that is considered effective, open andcollaborative;■ The use of a secure platform is an important factor for directors;■ The strategic sessions are eagerly awaited and much appreciated:■ The meetings organized by the lead director are considered useful;■ The welcome given to new directors and the training provided, particularly in the area of CSR, are considered tobe very positive.
Composition of the Board and its committees:■ When recruiting future directors, continue to ensure that the diversity of skills is maintained and that it isstrengthened in strategic areas in the light of developments in the Group and the market;
Functioning of the Board:■ Adjusting the length of items on the agenda so that “classic” or recurring subjects do not take up time allocatedto other items, particularly the points dealing with strategy;
Board information:■ Make committee minutes available in advance of Board meetings;
Main areas for ■ Plan on-site visits, in particular to meet operational staff;
improvement
Board training:
identified■ Pursue training specific to the respective roles of directors in the various committees or related to the “Ubisoft”
businesses;
Board committees’ functioning:■ Continue to organize inter-committee meetings;■ Audit and Risk Committee: Add a new member to the committee;■ NCGC: Make medium- and long-term succession plan a priority;■ CSR committee: Giver greater visibility for the Committee's work and/or missions, particularly in view of theentry into force of the Corporate Sustainability Reporting Directive (CSRD).

4.1.2.3.5 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;

78

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24■ 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 independent director is required to complete theabovementioned Declaration, provided each year by the NCGC,
and to notify the Board in the event of a change, as soon as they
become aware of any situation in which they have a conflict ofinterest, potential or otherwise.
On the basis of the Declaration completed by each independent
director, to the Company’s knowledge there are no potential
conflicts of interest between the duties of the Board memberswith regard to Ubisoft and their private interests and/or otherduties.
It should also 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
Chief Executive Officers, directors, President of a simplified joint-

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CORPORATE GOVERNANCE REPORT
Corporate governance t

stock 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.

• ordinary operations usually concern operations performed aspart of the Company’s business, particularly in connection
with its corporate purpose – while taking into account theusual practices of companies in a similar situation,

Consequently, since Yves, Claude, Michel, Gérard, and Christian
Guillemot serve in Executive Management and/or, as applicable, siton the Board of directors of their respective companies, any potential
conflicts of interest that may arise would mainly be those resulting
from agreements concluded between the Company or its
subsidiaries with one of the companies belonging to the groups ofClaude, Michel, Gérard, and Christian Guillemot. Entering into suchagreements would then be subject, at the level of each company
party to the agreement, to the regulated agreements procedure
prescribed by the provisions of articles L. 225-38 et seq. andL. 22-10-13 of the French commercial code, provided that suchagreement is entered into with the Company itself (or any article of
the French commercial code applicable to the form of the contracting
company for any company other than the Company itself).

■ 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;

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
Deptuy Chief Executive Officer (the “Executive Corporate
Managing Officers”), a director (the “Corporate Officers”) or ashareholder with more than 10% of the Company’s voting rights(a “Shareholder”) and, on the other hand, another company
controlled by the Company within the meaning of article L. 233-3of 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, 2024, between the Executive Corporate
Managing Officers and/or the Corporate Officers or a Shareholder
and any company controlled by the Company as referred to inarticle L. 225-37-4, 2° of the French commercial code.

Regulated agreements within the meaning of articles L. 225-38
et seq. and L. 22-10-13
With regard to 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, on the one
hand, that they have not been informed of any agreement orcommitment interred into or authorized by the Board of directors
in respect of the past financial year to be submitted for theapproval of the General Meeting and, on the other hand, that
there was only one agreement authorized and entered into in
respect of the previous financial year which was still in force inrespect of the financial year ended March 31, 2024.

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:

4• 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;■ 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;

1■ this classification is re-examined by the Board upon any
modification, renewal, extension or termination of a NonRegulated Agreement.

2

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
code and the AMF’s General Regulation).

3
4

Permanent insiders (i.e. persons with permanent access to all oftheCompany’s
insideinformation),
persons
havingmanagement responsibilities (i.e. corporate officers and, whereapplicable, senior managers) as well as persons with regularaccess to inside information are subject to obligations ofconfidentiality and abstention from carrying out transactions in
the Company’s securities when they hold inside information andduring negative windows (“blackout periods”):

5■ for the announcement of half-year and annual results(consolidated financial statements): during a period of
30 calendar days before publication;

6■ for the announcement of quarterly results (unaudited financial
statements): during a period of 15 calendar days before
publication.
The provisional calendar of future abstention periods is sent to all
persons subject to blackout periods.

7

The Company keeps an updated list of permanent insiders and an
ad hoc list of persons subject to blackout periods. It sends
everyone a market ethics charter regarding trading, informing
them of their status, their registration on the list of permanent
insiders or on the list of persons subject to blackout periods, andtheir confidentiality and abstention obligations under theapplicable regulations. Each permanent insider and each person
subject to a blackout period is required to sign and comply withthis charter.

8
9Furthermore, occasional insiders who have one-off access to
inside information of the Company are subject to the sameobligations of confidentiality and abstention from carryingout transactions on Company securities when they have inside
information. In this case, the Company creates a list ofoccasional insiders specifically for the inside information
concerned and keeps that list up-to-date (this list may include
persons subject to a blackout period with access to the inside
information in question). It sends everyone a market ethics
charter regarding trading, informing them of their status, theirregistration on the list of occasional insiders and theirconfidentiality and abstention obligations under the applicableregulations. Each occasional insider is required to sign or confirm
their agreement with this charter (unless they have already done
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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governanceso in the past) and to comply with it until they no longer have thestatus of occasional insider.
In addition to the obligations of confidentiality and abstention
described above, the Company’s executives (more specifically,
the corporate officers and, where applicable, the senior
managers) and persons closely related to them, are required todeclare their transactions to the Company and to the AMF in
accordance with applicable regulations using the strict
procedures set out in the market ethics charter provided to themby the Company. Transactions carried out between April 1, 2023
and May 15, 2024 are summarized in the table below.
More 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
Surname, first name,position on the date of the transaction

has set up a Disclosure Committee responsible for identifying,classifying and publishing such information in accordance withapplicable regulations. The Company has also appointed ethics
officers for trading (“ethics officers”) whose duties include
making team members aware of trading rules and training themin the concept of inside information and the prevention of insider
misconduct (in particular the precautions and obligations
pertaining to possession 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.

Type ofDate oftransaction transaction

Number ofshares

Type

Unit
price

Amount oftransaction

SECURITIES TRANSACTIONS BY EXECUTIVE
Lionel Bouchet, director representing
employees

Acquisition

07/02/23

719

OS€26.00€18,694.00

John Parkes, director representing
employee shareholders

Acquisition

07/03/23

2,876

OS

€25.50€73,338.00

11/28/23

365,630OS€27.35€9,999,980.50

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

Acquisition *Acquisition through an accelerated bookbuilding process (“ABB”) in connection with the issue of bonds convertible into and/or exchangeable for new or existing
shares due 2031 (see 7.4.4.1) – Press released dated 11/28/23

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
May 15, 2024.
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, including multi-year
strategic orientations in terms of social and environmental
responsibility, as well as ensures their implementation within thelimits of the Company’s corporate purpose and the powers
expressly granted by law to General Meetings. It regularly
examines existing opportunities and the main risks (including
financial, legal, operational, social, societal and environmental
risks), as well as the measures taken in this regard. To that
effect, the Board receives all of the information required toperform its mission, in particular from the executive corporate
managing officers.

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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 of director shall be held in accordance with therules on independence, ethics and integrity. The internal rules
also stipulate the requirement that each director shall refer to thelead director and/or inform the Chairman of the Board of any
situation likely to give rise to or to be perceived as giving rise to areal or potential conflict of interests in which he/she may bedirectly or indirectly involved, as soon as he/she becomes awareof it, in order to define and implement measures to prevent sucha conflict. The rules specify the content and procedures forexercising the prerogatives of the Board (including theindependent 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
The Board of directors meets as often as required by theCompany’s business, at the registered office or at any other placechosen 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
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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.

Training of directors

Board of directors’ information

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.

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
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 strategic
meeting, of the Group’s major strategic policies. A strategy
update is systematically included on the agenda of each Board
meeting.
In addition, directors have access to:■ a bi-weekly newsletter designed to keep teams up to datewith the latest news from Ubisoft and the entertainment andtech industry;■ a monthly communication aimed at the Group’s leaders
covering the highlights and main events, past and future, of
the Group and its market;■ the Group s intranet.
They are also included in the “Ubisoft World” and “Press
Relations” mailing lists, enabling them to receive messages sent
to all Ubisoft teams, as well as all press releases published by
Ubisoft.

4

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, 2024,
some directors were able to attend training courses at the Institut
Français des Administrateurs (IFA) on topics identified in thesurvey carried out by the NCGC on their training needs(governance/accounting/finance/risks/strategy/CSR).

1

In order to facilitate the integration of new directors and theirassumption of duties, a program has been set up, including inparticular, in addition to the information tools referred to above:2■ the provision of the documents necessary for the role ofdirector (Universal Registration Document, articles ofassociation, internal rules, etc.);■ access to presentations and videos to better understand the
Ubisoft environment.

3

Furthermore, members of the Audit and Risk Committee areentitled, upon their appointment and at their request, to receive
information on the accounting, financial or operational
specificities of the Company/Group.

4.1.2.4 Missions of the Board of directors,
the committees and the leaddirector/ FY24 activity

44.1.2.4.1 Missions and responsibilities

5

Board of directors

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.

6

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:

7■ chooses the organizational arrangements for the Executive
Management (separation of the offices of Chairperson andChief Executive Officer, or combination of such offices);8■ implements, when it deems appropriate, the delegations ofauthority and/or authorizations granted to it by the General
Meeting;9■ examines and approves the financial statements;■ monitors the quality of the information provided toshareholders and to the market in the financial statements orwhen major transactions are carried out.
The Board contributes to determining the Group’s major strategic
policies in line with its culture and values, ensuring that thedecisions taken by the Executive Management contribute to theimplementation of the strategy.

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

The Board is also informed at least twice a year, during astrategic meeting, of the Group’s major strategic policies.
Particularly during the strategic meetings, the directors are given
dedicated presentations by members of the Executive
Committee or any other employee, providing them with detailed
information to enable them to assess the Group’s performanceand to be fully informed on the issues related to the Group’s
activity and thus to be able to examine the areas andopportunities for development discussed at Board meetings.
The Board can also receive presentations on specific topics, at its
request.
Pursuant to article L. 821-65 of the French commercial code, theStatutory Auditors were invited to attend the Board meetings
approving or examining the financial statements.

Lead director
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.

While performing his/her 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/she may
deem appropriate;■ monitor and manage potential conflicts of interest for
executive corporate managing officers and other members of
the Board of directors;■ make recommendations of any kind in relation to theassessment of the Board.

The lead director is appointed for a period of two years, whichmust not exceed the term of his/her directorship. The leaddirector may be re-elected on the proposal of the NCGC.

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.

Following the non-renewal at the General Meeting 2023 of theterm of office as director of Didier Crespel, who had held theposition of lead director since March 3, 2016, Claude France wasappointed as lead director for a two-year term at the end of thesaid Meeting.

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.

Missions
The main responsibility of the lead director is to oversee theproper functioning of the Company’s governance bodies. In thisregard, he/she may be entrusted with relations with shareholders
in matters of corporate governance.
The lead director:■ 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;■ makes himself/herself available to communicate withshareholders at the request of the Chairman of the Board of
directors on corporate governance issues, and keeps theBoard of directors informed of these exchanges;■ oversees the assessment of the Board of directors’ operatingprocedures where required.

82

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

The lead director is involved in preparing communications withshareholders on corporate governance issues.
The lead director may be the Chairperson 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/she may be invited by the Chairman to report on
his/her actions.
The lead director’s activity in respect of the financial year ended
March 31, 2024 can be found in 4.1.2.4.4.

Board of directors’ committees
Under its internal rules, the Board of directors has the option ofcreating one or more committees to assist it:■ the Audit and Risk Committee;■ the Nomination, Compensation and Governance Committee;■ the Corporate Social Responsibility Committee.
The committees act in an advisory capacity. Their particularresponsibilities include reviewing matters that the Board or its
Chairman 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 Chairperson. The responsibilities and operatingprocedures of each committee were specified by the Board when
they were established and were included in the internal rules.
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.

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CORPORATE GOVERNANCE REPORT
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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.

appointed, they may not be represented by others. The frequency
of committee meetings must be at least that laid down in eachcommittee’s internal rules.

The committees meet at the behest of their Chairwoman andmay be called by any means. The committees may meet at any
place and in any way, including by videoconferencing andteleconferencing. They may only validly meet if at least half of
their members are present. As members are personally

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

4

RESPONSIBILITIES OF THE AUDIT AND RISK COMMITTEE

1

The internal rules of the Audit and Risk Committee, which are attached to the internal rules of the Board, describe the responsibilities andoperating procedures of said committee. The Audit and Risk Committee is responsible for monitoring the preparation of accounting, financial andnon-financial information, the effectiveness of internal control, risk management and IT security systems, statutory audits of the separate andconsolidated financial statements by the Statutory Auditors and the independence of the latter.
It reviews, when deemed appropriate, in conjunction with the CSR Committee, the reporting, assessment and internal control systems, to prepare
the non-financial information.

2

It prepares and facilitates the work of the Board 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.

3

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.

4
5

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 Haute autorité de l’audit (French auditing
authority) following the checks made pursuant to articles L. 820-14 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. 821-30 of the French commercial code, pursuant to the Audit and Risk 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.

6
7
8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

RESPONSIBILITIES OF THE NCGC
The 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.

MAIN RESPONSIBILITIESNominations••

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

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 Executive Management:•

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 Chief Executive Officer(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 Chief Executive
Officer positions.

•Composition of the Executive Committee and executive management teams: keeping informed on the methods used by the Company tostrive to achieve balanced representation of women and men within the Executive Committee and diversity in the top 10% of positions withthe 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.

Governance84•

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 executive management 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 and/or the lead director whenever a director is unable to attend or takepart in a vote due to a conflict of interest, examining, where applicable, the directors’ periodic declarations of conflicts of interest, preparing alist of subjects likely to give 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.

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CORPORATE GOVERNANCE REPORT
Corporate governance t

4

RESPONSIBILITIES OF THE NCGC (continued)
Compensation•

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

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.

•

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.

1
2

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 granting;•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 grant, the vesting period and/or the retention period.

3

Communication:•

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).

4
RESPONSIBILITIES 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.

5

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.

•Assist the Audit and Risk Committee, where necessary, in its review of 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.

67
8

The activity of the committees in respect of the financial year ended March 31, 2024 can be found in 4.1.2.4.3.

9

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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance4.1.2.4.2 Attendance of members of the Board of directors in FY24

During the financial year ended March 31, 2024, the Board met eight times, with an attendance rate of 97% as detailed below:
Board

Audit and Risk
Committee

NCGC

CSR Committee

8 meetings FY24

5 meetings FY24

5 meetings FY24

2 meetings FY24

Yves Guillemot

100%

—

—

—

Claude Guillemot

100%

—

—

—

Michel Guillemot

100%

—

—

—

Gérard Guillemot

63%

—

—

50%

Christian Guillemot

100%

—

—

—

Claude France

100%

—

—
(3)

Laurence Hubert-Moy

100%

100%

100%

Corinne Fernandez-Handelsman

100%

—

100%

100%

Belén Essioux-Trujillo

100%

—

100%

—

Katherine Hays

100%

(1)

—

—

—

Olfa Zorgati

100%

(1)

—

—

—

John Parkes

88%

—

—

Lionel Bouchet

100%

—

100%

Anne Wübbenhorst

100%

—

—

Didier Crespel

100%

(2)

—

100%

Florence Naviner

100%

(2)

TOTAL

97%

(1) Commencement of office after the 2023 General Meeting(2) Termination of office after the 2023 General Meeting(3) Committee Chairwoman

86

100%

(1) (3)UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

100%
100%

(2) (3)

—

—
(1)

—
100%

(2)

—

—

—

100%

83%

(3)

CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4

4.1.2.4.3 Main work of the Board of directors and its committees in FY24
BOARD OF DIRECTORS
Financial position, cash position and commitments of the Group
Recurring activities■ Reviewing and approving the annual and half-yearly separate and consolidated financial statements / Financial information /reporting / Establishing forecast management documents. *■ Implementing the share buyback program.
■ Monitoring the work of the internal control team. *■ Authorization given to the CEO: sureties, endorsements and guarantees on behalf of the Company / Bond issuance.

1

Specific activities■ Taking note and discussions on the CSR materiality matrix.
■ Taking note of the work on the cybersecurity of the Audit and Risk Committee. *Major strategic policies / topics and operations of the Ubisoft group2

Recurring activities■ Discussions on the strategic topics of the Ubisoft group and the market.
■ Approving the five-year business plan. *■ Review of risk mapping. *Specific activities

3■ Strategic meetings (May and October).
■ Monitoring of the Group’s structural reorganization. *■ Follow-up to the deal with Activision/Blizzard concerning cloud streaming rights.
■ Implementing a so-called “financial” delegation granted by the 2023 General Meeting (see 7.2.3 and 7.4.4.1 – OCEANE “2023”).

4

Corporate governance
Recurring activities■ Reports of the committees and the lead director (see 4.1.2.4.4), and the meetings of independent directors.
■ Reviewing and assessing the functioning of the Board and its committees (review of qualification as an independent director) andtheir performance.
■ Monitoring of changes in the succession plan for executive corporate managing officers and review of the succession plan for the
Executive Committee. *■ Submission of the Internal Assessment (2024) (see 4.1.2.3.4). *■ Preparation of the 2023 and 2024 General Meetings: powers to the Chairman and CEO (preparation/written questions), adoptionof reports and approval of draft resolutions.
■ Annual review of regulated agreements and commitments (article L. 225-40-1 of the French commercial code).

56Specific activities■ Update of the internal rules of the Board and its committees namely following the submission of the External Assessment andthe adoption of certain recommendations. *■ Board: Monitoring of the process for selecting new directors (2023 General Meeting) / Debates and exchanges on the renewal of
the terms of offices of founding directors (2024 General Meeting). *■ Lead director: Appointment of Claude France lead director, post-2023 General Meeting.
■ Committees: Appointment of Claude France Chairwoman of the Audit and Risk Committee and Lionel Bouchet member of the
NCGC, post-2023 General Meeting. *■ Executive Committee: Monitoring changes in its composition and associated changes in the titles.
■ Discussions and/or exchanges on the answers to be given to questions from certain investors on governance issues in particular
and/or on the transaction with Tencent Mobility Limited.
■ Communication of answers to points raised, where applicable, during meetings of independent directors (see 4.1.2.4.4).

78Compensation / Employee share ownership
Recurring activities

9■ Review of the compensation policy applicable to the corporate officers. *■ Annual review and setting of components of compensation for the executive corporate managing officers. *■ Determining any financial and non-financial criteria to be applied (annual variable, LTI) (see 4.2.1.3, 4.2.1.4 and 4.1.2.5). *■ Recognition of the level of achievement of performance conditions (annual variable, LTI) of the executive corporate managing
officers and the Executive Committee (LTI). *Specific activities■ Implementing the delegations and authorizations granted by the General Meeting in relation to “employee shareownership” (see 7.2.3). **Corresponds to the work of the Board of directors to which each committee has contributed (color codes: see below)

The activity of the committees in respect of the financial year ended March 31, 2024 (FY24) is presented below in two modules:
recurring activities addressed in general systematically whatever the financial year and specific activities addressed during the pastfinancial year (recurring activities not addressed in respect of FY24 have been identified in italics with the words “N/A FY24”).
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CONTENTSCORPORATE GOVERNANCE REPORTu Corporate governance

Audit and Risk Committee

NCGC

CSR Committee

Recurring topics

Recurring topics

Recurring topics

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 (1) on theannual and half-yearly financial
statements.
• Reviewing the forecast
management documents.

Appointment:• Composition of the Board and its committees.
• Succession plans: annual review of the plans for the executive
corporate managing officers, the Executive Committee and the leaddirector.

• Monitoring of theGroup’s CSR projects(N/A FY24).
• Analysis of feedback
from rating agencies
where appropriate(N/A FY24).
• Monitoring of thesteps for updating themateriality matrix. (a)• Examining, analyzing
and proposing nonfinancial performanceindicators (withrespect to the LTIsof the executive
corporate managing
officers andthe Executive
Committee (a) [andthe bonus for the
Chairman and CEO(N/A FY24)]. *• Monitoring the work
carried out by theteam in charge of nonfinancial regulatory
reporting (DPEF/
CSRD). (a)Internal control, risk management
and IT system security:• Monitoring the work on internal
control.
• Reviewing operational progress interms of compliance (Sapin 2) (2).
• 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.
External audit:• Assessing the independenceof the Statutory Auditors (1)with regard to their duties.

Governance:• Functioning of the Board and its committees: independenceof directors, diversity policy.
• Training of directors.
• Internal Assessment of the Board and the NGCC (FY24) / Follow-up
of the conclusions of the External Assessment (FY23)(see 4.1.2.3.4).
• Professional and wage equality: annual review.
• Governance roadshows: participation in preparation.
Compensation:• Reviewing/Establishing the compensation policy applicableto the corporate officers (“Ex Ante”).
• Preparing resolutions relating to the compensation of the corporate
officers.
• Draft resolutions relating to employee share ownership.
• Assessing the achievement of attendance and/or LTI plan
performance conditions.
• Validating the annual information to be included in the corporate
governance report.

FY24 specific topics

FY24 specific topics

FY24 specific topics• CSRD (3): Analysis/Reflection
on the Statutory Auditors
or independent third-party
body(ies) (4).
• Review of the progress of workin terms of:• Group reorganization and cost
reduction policy;• Cybersecurity;• Auditing of subsidiaries FY24.
• Internal assessment of the Audit
and Risk Committee (FY24).

Appointment:• Oversight of the process for selecting independent directors(2023 General Meeting).
• Consideration of directors’ terms of office (expiring 2024 General
Meeting).
• Follow-up on the designation and/or election procedure of
the DRES (4) (5) and the DRE (6): term of office expiring at the endof the 2024 General Meeting.
• Suggestions for new members of the Audit and Risk Committee
and the CSR Committee.
• Monitoring of the progress of the medium-term succession planfor the executive corporate managing officers (7).

• See “recurring”
topics identified
above with (a).
• Internal assessmentof the CSR
Committee (FY24).

Governance:• Analysis of the Company's position in relation to the SBF 120 (8).
• Review of the internal rules of the Board and its committees.
• Monitoring the composition of the Executive Committee.
• Analysis of the points raised by the independent directors following
the report on the governance roadshows by the lead director.
• Monitoring of the results of the annual survey of Group employees(see 4.2.2.1.1 and 5.3.4). *• Monitoring of changes in headcount and their breakdown by activity,
update on turnover.
Compensation:• Determining the financial and non-financial indicators of the LTIsof the executive corporate managing officers and the Executive
Committee, and the non-financial indicators of the bonus of the
Chairman and CEO for FY25 (see 4.2.1.4). ** Corresponds to inter-committee work
(1) Statutory Auditor(s)(2) Code of Conduct, whistleblowing system, corruption risk mapping, assessment of third parties, accounting controls, training schemes, disciplinary regime, internal
control and assessment system(3) Transposition into French law of European Directive (EU) 2022/2464 (“Corporate Sustainability Reporting Directive”) of 12/14/22 by ordinance no. 2023-1142 of 12/06/23(4) Appointment subject to a vote at the 2024 General Meeting (see 8.2.1)(5) Director representing employee shareholders(6) Director representing employees(7) Included in respect of their duties as director(8) Based on information contained in the IFA-Ethics & Boards 2023 Barometer88

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CONTENTS

CORPORATE GOVERNANCE REPORT
Corporate governance t

4.1.2.4.4 Lead director’s activity in FY24

The lead director is 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 governing bodies.

Main work of the lead director in FY24

which answers were provided at the Board of directors’ meetings
that followed through documented materials and/or the interventionof internal or external consultants when deemed useful.
The discussions at the independent directors’ meetings focusedon the points identified during the governance roadshows, so as
to be able to put forward proposals at Board meetings called to
discuss these issues if necessary.

The independent directors met on two occasions during FY24, at
the invitation of Didier Crespel in respect of the first half and
Claude France in respect of the second half.

4.1.2.5 Other information

They have, depending on the half-year in which they have been in
office, attended the governance roadshows and/or helped prepare
the roadshows on the resolutions submitted to the General
Meeting. To this end, they have each been in regular contact with
relevant persons within the Group.

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, 2024 is provided in 7.2.3.

In accordance with the Board’s internal rules, the lead director
reported on her activities of the past financial year (i.e. for thesecond half of FY24) at the Board meeting of March 26, 2024.
These activities mainly consisted in the convening of one meetingwith the independent directors (see below) and the preparation andpresentation of the governance roadshow held in December 2023
with the Finance and Investor Relations Department and the
Human Resources Department. Didier Crespel had organized on
his side a meeting of the independent directors during the first halfof the year, which focused on the feedback on the roadshow
conducted before the 2023 General Meeting.

Items discussed at meetings of independent
directors held during FY24
During these meetings, the independent directors engaged inlengthy discussions, shared their opinions, identified areas for
improvement and, where applicable, drew up a list of questions to

4

Financial authorizations

1

Rules relating to shareholders’ attendanceat General Meetings

2

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

3

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

4

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.

5
6
7
8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

4.2 COMPENSATION OF CORPORATE OFFICERS
This chapter, prepared with the assistance of the NCGC, presents:
The compensation policy applicable to executive corporate
officers (Chairman and CEO, Deputy CEOs) and non-executive
corporate officers (directors), by virtue of their corporate office,pursuant to article L. 22-10-8, I of the French commercial code
(see 4.2.1).
The 2024 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 includes:■ 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

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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 2024
General Meeting pursuant to article L. 22-10-34 of the Frenchcommercial code (the “Overall Ex Post” vote); and■ the components of the total compensation 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).
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).
The reports required by articles L. 225-184 and L. 225-197-4 of
the French commercial code on the granting of performance
shares and stock options (see 4.2.3).

CONTENTS

CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

4.2.1

4

COMPENSATION POLICY (“EX ANTE” VOTE)

11th, 12th, and 13th resolutions of the 2024 General Meeting

4.2.1.1 GovernanceIn compliance with the principles defining the compensation
policy, the NCGC follows a rigorous process for preparing thecompensation policy for corporate officers in order to enable theBoard to rule in compliance with the legal and regulatory
provisions and the best governance and market practices. In thisrespect, it should be noted that the composition of the NCGC,
comprising a director representing employees and consisting of
exclusively independent women directors, fully complies with therecommendations of the Afep-Medef Code (article 19.1).
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
granting of SOP or performance shares.

The remits, functioning modalities and details of the work of the
NCGC during the previous financial year are described in 4.1.2.4.1
and 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 95.5%, during the 2023 General Meeting and of 98.2%,
during the 2022 General Meeting.

1
2
3

SHAREHOLDERDIALOG

4
The Investor Relations Department and,
where applicable, the lead director and/or
the Chairperson of the NCGC, communicate 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.

5

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.

6

GOVERNANCE

Assessment of the rate of achievementof the performance indicators.

NCGC ANDCSR COMMITTEEPROCESSES
AND BOARD OF
DIRECTORS’DECISIONS

7
8Approval of the compensation policy
by Shareholders’ General Meeting

9
VOTE BY
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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

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”

FY22

FY23

2022
GeneralMeeting

2023
GeneralMeeting

For

For

ü

ü

98.66%

96.47%

üü

98.68%

96.48%

üü

98.68%

96.48%

Resolutions

Resolutions

Compensation“Individual Ex Post”

11th

12th
Gérard GUILLEMOT,
Deputy CEO

9th

Christian GUILLEMOT,
Deputy CEO

10th

ü

ü

98.68%

96.14%

üü

98.68%

96.48%

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 of interest
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 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.
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.

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

FY23

FY24

2022
GeneralMeeting

2023
GeneralMeeting

For

For

ü

ü

95.81%

92.78%

üü

98.02%

93.50%The NCGC regularly assesses whether the amount of this budget
is appropriate to the number of meetings of the Board and its
committees, as well as to the number of directors and/or
committees members.

Overall compensation budget

The 2022 General Meeting set the maximum annual budget that
may be granted to the compensation of directors, until a newdecision by the General Meeting of Shareholders, at €850,000.
Details of the amount paid in respect of the financial year ended
March 31, 2024 can be found in 4.2.2.1.2.

Principles for granting the annual amountAt the proposal of the NCGC, the Board decides on the method
for granting the overall annual budget granted by the General
Meeting, based on directors’ effective attendance of Board
meetings and, where applicable, its specialized committees.
The total compensation granted 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 for
granting directors’ compensation were defined by the Board sothat the variable component, related to the directors’ attendance
and participation in committees, is the main component.
Depending on the date of appointment or expiry of their term ofoffice, directors receive the fixed component and variable
component due, as described below, in their capacity as director
or Chairperson and/or member of a committee.

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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

Board of directors

Committees

The compensation granted to the directors is divided as follows:

The compensation granted to directors on one or several
committee(s) shall be granted as follows:■ a fixed component (annual amount); 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.

4■ a fixed component (annual amount) related to the duties of
Chairperson 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

1

The lead director receives an additional flat-rate compensation in
respect of her duties.

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

2

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 1 to September 30
50% in March (€8,000)
Compensation for the period October 1 to March 31
Audit and Risk Committee
Fixed
Chairperson

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

NCGC
Fixed
Chairperson

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 grant 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.

3

If A < 50% - €0
If A ≥ 50% and < 75% - €12,000
If A ≥ 75% - €24,000
CSR Committee
Fixed
Chairperson

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

Lead director

4

Lump sum€15,000 per financial year5

4.2.1.3 Executive corporate managing
officers’ compensation policy

6

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.

7

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.

8
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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

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

Take into accountthe employees’
compensation

Ensureconsistency
with the Group
compensation
philosophy

COMPENSATION
PRINCIPLES

Guarantee
the competitivenessof totalcompensation

Be directlyaligned withthe medium
and long-term
financial andnon-financial
results

Ensure directalignment with
the interestsof stakeholders

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 andlong-term financial
and non-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 stakeholders

In order to align the compensation of the executive corporate managing officers withstakeholders’ interests, part of the total compensation is directly linked to the Ubisoft
Share price. This alignment is also ensured by defining indicators that respond to theenvironmental, social and/or societal challenges facing the Group.

Pillar 4

Guarantee thecompetitivenessof total compensation *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

Ensure consistency with
the Group compensation
philosophy

The NCGC ensures that the compensation policy for executive corporate managing
officers is assessed in a consistent way with the components of compensation forGroup employees. Therefore, the structure and philosophy of the teams' long-termcompensation plans, of which some components are presented in 5.3.2.4, the nature of
the performance indicators and the gender pay equity analysis report, for example, arethe subject of in-depth discussions.

Pillar 6

Take into account theemployees’ compensation

When defining or modifying the total compensation of executive corporate managing
officers, the NCGC takes into account employee compensation, to ensure that its
proposals are consistent. In particular, the NCGC keeps a close eye on changes in theequity ratios described in section 4.2.2.1.3, and compares them with those of Frenchand international companies.

*

94

Reflectthe strategic
choices conduciveto the Group’s
growthCompared to the practices of companies whose characteristics are comparable to those of the Ubisoft group, while respecting a principle of moderationUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

In addition to the compensation that may be granted in respect of
the term of office as director, executive corporate managing
officers receive compensation consisting of annual fixedcompensation as well as long-term variable compensation and,for the Chairman and CEO, annual variable compensation.
The payment and/or final granting of annual (Chairman and CEO)and long-term variable compensation (Chairman and CEO and
Deputy CEOs) is subject in full to the achievement of financial
and non-financial 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.
The maximum increase in fixed remuneration for the term ofoffice is proposed by the Board at the time of appointment and/or
renewal of the term of office of the person concerned, anddistributed annually taking into account market trends based oncompensation surveys, and employee compensation.

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 fixed compensation.
The financial Indicator(s) selected are designed to reflect theachievement of the Business Plan each year. The non-financial
Indicator(s) enrich this view and take into account theachievement of the strategic choices required for the growth of
Ubisoft group, including in particular the environmental, social
and/or societal challenges faced by the Group.
It is specified that, for each Indicator, in the event of nonattainment of a demanding minimum threshold, no annual
variable compensation will be paid. Furthermore, annual
variable compensation is capped at 150% of fixedcompensation, thereby enabling outperformance to becompensated within a defined framework.
To better reward performance, annual variable compensation
now increases proportionally between each threshold until
the ceiling is reached. Whereas, until now, payment followed atiered increase between the minimum threshold and the target,
the Board wanted to adopt this change in order to encourage thebest possible performance, even when the target cannot bereached, a practice which is widely predominant in the market for
both annual and long-term variable compensation.
It is to be noted that, pursuant to article L. 22-10-34, II of theFrench commercial code, the payment of the variable
components of compensation in cash will be subject to the resultof the “Individual Ex Post” vote at the General Meeting called toapprove the financial statements for the financial year ended.

4

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 Executive
Management (see 4.1.2.2.1 and 4.1.2.2.2) alongside the
Chairman and CEO, contributing to strategic thinking and thecreation of long-term value. In line with 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 ofstakeholders and the achievement of Performance Conditions inline with the Group’s strategic plan.

1

The long-term variable compensation may consist, where
recommended by the NCGC, in the grant of instruments such as
Performance shares (“Share Plans” or “LTIs”) and/or a payment
in cash as part of multi-annual variable compensation plans(“Multi-annual Compensation”). Irrespective of the mechanism(Share Plan or Multi-annual Compensation), it is linked tostringent Performance Conditions to be met over a period ofseveral consecutive financial years or calendar years, it being
understood that the Multi-annual Compensation is only intended
to be set up in the event that Share Plans cannot fully or partiallyenable the grant of long-term variable compensation.

2
3

It is to be noted that, pursuant to article L. 22-10-34, II of theFrench commercial code, in the event of a Multiannual
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 31 following the vesting date.

4

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, social
and/or societal challenges.

5

It is specified that, for each Indicator, if a minimum threshold is
not reached, no long-term variable compensation will bevested/paid. In addition, the definitive vesting of long-term
variable compensation is capped at 100% of the grant.

6

As with annual variable compensation, the acquisition/paymentof long-term variable compensation now follows a
proportional progression between threshold and target. Thischange, from a tiered increase progression to a proportional
progression, is proposed with the same motivations as those set
out above for annual variable compensation, and enablesconsistency to be maintained between the Chairman and CEO's
two variable compensation systems.

7
8

Achievement of the Performance Conditions is assessed over aminimum period of three financial or calendar years
conditioning the vesting/payment of the long-term compensation.
The Performance Conditions assessed over three financial or
calendar years allow the dilution connected to the vesting of the
Performance shares and/or SOP to be aligned directly with thevalue creation for the stakeholders.

9

The Share Plans are definitively vested after a minimum vesting
period of four years (1). Vesting/payment is also conditional uponremaining in office as an executive corporate managing officer.

The Performance Conditions of the Chairman and CEO’s
annual variable compensation for FY25 are detailed in 4.2.1.4.
(1)

For performance shares, 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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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

In the event of retirement, the definitive vesting of long-termcompensation will be prorata temporis and, in accordance withthe provisions of the Afep-Medef Code, will be at the discretionof the Board, with due justification.
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 performance shares that each executive corporate
managing officer is required to hold in registered form until the
expiry of their term of office. This percentage is set by the Board,on the NCGC’s recommendation, when SOP or performance
share plans are implemented in favor of the executive corporate
managing officers.
The executive corporate managing officers do not use hedging
instruments for Share Plans.
The Performance Conditions for the long-term variable
compensation of the Chairman and CEO and Deputy CEOs
for the FY25 grant are detailed in 4.2.1.4.

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 terms 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).

Derogation in exceptional circumstances

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.

96

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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
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.
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:■ the modification of the thresholds, targets and/or ceilings 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;■ the adaptation of the scope and/or methodology for calculatingan Indicator;■ 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;■ the adjustment of the weight of the Indicators maintained in
the event of the removal of an Indicator if the previous point
occurs.
Thus, the use of such a derogation shall not allow for an increasein the value of the target and ceiling 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.

CONTENTS

CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

4

4.2.1.4 Chairman and CEO – Application of the compensation policy
for the financial year ending March 31, 2025
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)

BJ
C

50%

20%

Non-IFRS
operating profit

30%

O

non-financial
conditions

ND

I TI

ON

ANNUAL FIXEDCOMPENSATIONANNUAL FIXEDCOMPENSATION

2

NS
O

CE

Performance conditions
financialconditions

VARIABLE
COMPENSATION

1

30%

30%

AN

TARGET ANNUAL
VARIABLE COMPENSATION

20%

70%

TO P E R F O R M

Progression on
the SBTi trajectory(CSR)

FORMANCE C
PER
O
ND
IT
I

EC T

20%

80%

O
TT
EC

NO
TS
UB
J
SU

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

non-financial
conditions

S

3

30%

Employeeengagement(CSR)

Cash Flow From
Operations - CapExCOMPONENT 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

Supplementary pension scheme
Severance payment
Non-compete indemnity
Exceptional compensation

In line with the 6 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 CEO’s total compensation structure
relies heavily on variable components, while maintaining aconsistent and competitive level of total compensation.

compensation portion remaining below the market median. This
positioning of the target total compensation at the market
median, particularly through higher long-term compensation, is
consistent with the characteristics of the companies making up
the comparison panel, and provides a stable reflection ofchanging market practices.

Target positioning and change
in total compensation

Comparison panel

Target positioning

Total compensation aims to be positioned at the market medianin the event of achievement of the Performance Conditions set
for variable compensation (annual and long-term), with the fixed

4

COMPONENT NOT INCLUDED IN THE COMPENSATION
OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

5
6
7The 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.

8This panel comprises European (mainly French) companies, operating in sectors or industries where the economic, technological andcompetitive challenges are similar to those of the Group, as set out below for the study conducted in 2023:
ADYEN

ALTEN

AMADEUSEDENRED

FUTUREINFORMA

IPSOS

JCDECAUX

LOGITECH

METROPOLE TV – M6

MFE – MEDIAFOREUROPEOCADOQUADIENTSAGESCHIBSTEDSOPRA STERIA

TELE2

TF1

VIAPLAY

WORLDLINE

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.

9

For the study carried out in 2023, the panel constituted has thefollowing characteristics:■ median sales €2,500 million;■ median stock market capitalization €4,600 million;■ median headcount 9,100 team members.

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

The comparison panel which serves as a benchmark to establish
the first quartile and the median of the market 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.
Results of compensation study
The study, carried out in 2023 by an external partner, revealed anegative gap between the Chairman and CEO's compensationlevel and the market median, i.e.:■ -34% on annual fixed compensation;■ -12% on total target compensation.

Compensation (in € thousand)

3,000
2,500

2,075
1,816

1,500
1,000
500
0

Ubisoft

Please note that the Chairman and CEO's total compensation has
not been increased since April 1, 2019.
In light of the results of the compensation study, the Board,
wishing on the one hand to guarantee the principle ofcompetitiveness of total compensation presented in 4.2.1.3 andon the other hand to ensure its consistency with the target
positioning strategy set out above, proposes to initiate a gradualcatch-up of total compensation when the Chairman and CEO's
term of office comes up for renewal.
Taking into account the internal and external context, this catchup will be limited, for FY25, to a 2.5% increase in annual fixedcompensation. The Board has opted for a proportionate increasein the fixed compensation, in view of the significant gap with themarket on this component, and does not wish to alter a coherent
target compensation structure appreciated by stakeholders for its
clarity and high standards.

3,500

2,000

Evolution of total compensation

It should be noted that the need to continue or not this catch-up
will be studied each year in the light of the Group's results, theteams’ compensation and the evolution of practices observed in
the market.

Annual fixed compensation

As a result of the decision to progressively catch up on the
Chairman and CEO's target total compensation, referred above,
an increase in fixed compensation in respect of the financial
year ending March 31, 2025 was set at 2,5%. The annual fixedcompensation is therefor increase to €599,448.

890

585

Annual fixedcompensation
Market median

Total target
compensation
1st - 3rd quartile of the market

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.

Annual variable compensation is linked to financial and non-financial Indicators, which show the following trends for the financial year
ending March 31, 2025:
Financial year 2024
Indicators

Financial year 2025
Weighting

Indicators

Weighting

Non-IFRS Group operating income *60%

Non-IFRS Group operating income *50%

Group Net Bookings Digital

20%

Cash Flow From Operations – CapEx

30%

Employee Engagement (CSR)

20%

Employee Engagement (CSR)

20%* Corresponds to the Indicator “Non-IFRS Group EBIT” in the 2022-23 Universal Registration Document■ Withdrawal of the Group Net Bookings Digital Indicator■ Adjustment of Financial Indicators and their weightingThis Indicator, integrated in a context of digitalization of theindustry, aimed to accelerate Ubisoft's transition towards higher
value-added revenue generation. While Net Bookings Digital
represented 85% of Net Bookings for the financial year ending
March 31, 2023, its growth is now of less strategic importance.
The remaining portion will be achieved progressively, as the trend
from physical to digital distribution continues.

Although the Non-IFRS Group operating income indicator remains
the benchmark for assessing the Group's profitability, particularly
in relation to its main competitors, the Board decided to slightly
rebalance the weighting of the financial Indicators in order toreflect Ubisoft's strategic priorities. The weighting of the NonIFRS Group operating income Indicator has been reduced from
60% to 50%, while that of the new Indicator (FY25) Cash Flow
From Operations – CapEx has been set at 30%, in order to reflect
the importance of this stake for the Group.

■ Introducing the Cash Flow From Operations – CapEx
Indicator
The Board decided to include this new Indicator after an in-depth
study of the Group's priorities and the interests of its
stakeholders. This Indicator represents the Group's ability tofinance itself with the cash generated by its operations, anddemonstrates the viability of Ubisoft's business model against a
backdrop of sustained investment in recent years.

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CONTENTS

CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t■ Maintaining the Employee Engagement Indicator (CSR)
Given the results of the Employee Engagement survey and theaction plans in progress, the Board has decided to maintain thisIndicator to ensure continuity on this priority theme. However,two changes should be noted:• Reintegration of the Respect dimension: the 2023 survey
revealed a decline in the score on this dimension, with agap to the market that is still favorable to Ubisoft, but
tending to narrow. Its reintegration in the Indicator aims toreposition this high-stakes theme in the priorities for thefinancial year ending March 31, 2025 (FY25).
• Adjustment of the calculation method: in order to assess
both Ubisoft's ability to improve its score and its ability to4outperform other companies from one year to the next, thecalculation method will now also take into account the
progression of Ubisoft's score in relation to the progressionof the market score (calculated and communicated to
Ubisoft by an independent service provider).
In a period of transformation and optimization of its fixed costs,
Ubisoft is also faced with the challenge of maintaining a goodlevel of commitment from its teams, like other players in the
Tech industry. This is why the Group's ambition for FY25 is toincrease its average score on all three dimensions compared withthe previous year, while maintaining its positioning in relation to
the market score trend.

1

Non-financial Indicator

Financial Indicators

The Indicators selected for the financial year ending March 31, 2025 are therefore as follows:

Non-IFRS Group operating
income50% of target grant
Cash Flow From Operations– CapEx

Purpose of the Indicator

Calculation method

These two Indicators complement each other inassessing the quality of the Group's economic andfinancial management.

The method consists of comparing
the level of each of these Indicators,
observed at March 31 of theprevious year, against the annual
target communicated to the market
at the beginning of the year or, in
the absence of a communicatedtarget, against the target set by the
Board in line with the Group's value
creation objectives.

Non-IFRS Group operating income is the benchmark
indicator for measuring the Group's financial
performance (see 2.6.1).

30% of target grant

Cash Flow From Operations – CapEx reflects Ubisoft's
ability to finance itself with the cash generated by its
operations.

Employee Engagement(CSR)

Ubisoft is a Group of talents and the well being of its
teams is key to the success of its mission. The Group
strives to foster a work environment that gives teams asense of belonging and pride, where everyone feels
committed and free to be themselves at work.

20% of target grant

The purpose of this Indicator is to measure the teams'
well being through three dimensions included in theengagement survey conducted annually by the Group
with the help of an external service provider. The three
dimensions chosen for this Indicator are Engagement,
Diversity and Inclusion, and Respect.

2
3
4

The Engagement, Diversity &Inclusion and Respect dimensions
are associated with one or morequestions on the engagement survey.
For each of these dimensions,targets have been set for progress inrelation to year N-1. Their results,
aggregated in the form of an
average, are compared with theevolution of market scores to obtain
the overall Indicator result.

5
6
7
8
9

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4

CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

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

ThresholdTargetCeiling

FINANCIAL INDICATORS (80%)
Non-IFRS Group operating income (50%) (in € millions) *As % of target for this Indicator

< 80%

80%

100%

≥ 125%

Annual variable compensation
as a % of fixed compensation

0%

15%

50%

75%

% proportional payment between Threshold, Target and Ceiling levels

Cash Flow From Operations – CapEx (30%) (in € millions) *As % of target for this Indicator

< 80%

80%

100%

≥ 125%

Annual variable compensation
as a % of fixed compensation

0%

9%

30%

45%

% proportional payment between Threshold, Target and Ceiling levels
NON-FINANCIAL INDICATOR (20%)

Employee Engagement (CSR) (20%)
TargetAnnual variable compensation
as a % of fixed compensation< -1/3 point-1/3 point+2/3 point≥ +5/3 point

0%

10%

20%

30%

% proportional payment between Threshold, Target and Ceiling levels
TOTAL

Annual variable compensation
as a % of fixed compensation
*

0%

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 overall compensation packagewith the market 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 Chairman
and CEO's target total compensation, i.e. around 133% of the
fixed compensation.
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.

100

34%

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Long-term variable compensation includes financial and nonfinancial Indicators. In the interests of stability and after analyzing
their relevance, the Board has decided to maintain the nature
and weighting of the existing Indicators for the financial year
ending March 31, 2025.
It should be noted, however, that the “Progression on the SBTi
trajectory” Indicator, which previously comprised two subindicators reflecting the two commitments made in the frame of
the Science Based Targets initiative (“SBTi”), now includes thegreenhouse gas (“GHG”) emissions reduction measure only.
Indeed, the second sub-indicator, which focused on achieving a
proportion of suppliers committed to an SBT initiative, reflected acommitment defined for 2026, and will therefore no longer beapplicable when assessing performance conditions in 2027.

CONTENTS

CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

4

Financial Indicator

The Indicators selected for the financial year ending March 31, 2025 are therefore as follows:

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

60% of target grant

Growth in the
Number of Monthly
Active Users (MAU)

Non-financial Indicators

20% of target grantPurpose of the Indicator

Calculation method

This external stock market Indicator ensures the correlation
between the value of long-term compensation and total
shareholder return (TSR) of the Ubisoft Share compared to apanel of a panel of comparable companies.

The level of achievement for thisIndicator is assessed over a periodof three years.

The choice of the NASDAQ Composite Index makes it possible tocompare the performance of Ubisoft Shares with an international
panel with strong growth potential and exposed to similar
technological challenges. The construction of the objective in theform of a percentile mitigates, on the one hand,
sharp fluctuations, upward or downward, in the TSRs of thecompanies that make up the NASDAQ Composite Index, and on
the other hand the effects of entries and exits of companies fromthe index.
The MAU (Monthly Active Users) correspond to the number of
unique players who have, over the course of a month, at least
one gaming activity on any type of game published by Ubisoft on
consoles and PCs. One of the main 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 the audience and involve players within our
experiences, ultimately reflected in economic and financial
performance.

Progression on the
SBTi trajectory (CSR)

20% of target grant

For several years, Ubisoft has been committed to increasingawareness about the climate crisis. In 2021 the Group committed
to SBTi, an independent body in charge of validating Ubisoft’splan to reduce its overall carbon footprint by 2030, in accordancewith scientifically defined requirements to limit global warming to+1.5 °C.
This indicator is used to assess the Group's progress on the SBTi
(3)
trajectory, which calls for a 42% reduction in its greenhousegas emissions on Scopes 1 and 2 by 2030 compared to 2020.

The method consists of comparing
Ubisoft’s TSR with the TSR of thecompanies
inthe
NASDAQ
Composite Index, the TSR being
calculated by comparing the
average prices observed over a
period of 30 sessions prior to the
granting with the average prices
observed over a period of
30 sessions 3 years later.

1

The level of achievement for thisIndicator is assessed over a periodof three financial years.

2

The change in the number of MAU
is measured using the averageannual growth rate between the
average MAU during the financial
year prior to the grant and theaverage MAU during the last
financial year of the evaluation
period.

3
4

The level of achievement for thisIndicator is assessed over a periodof three years.
Reducing GHG emissions (1) bycomparing the GHG emitted 3 years
after the grant with the GHG
emitted in 2020 (2).

5

The target follows a linear
progression compared to thevalidated SBTi trajectory.

(1) GHG emissions on Scopes 1 and 2, as defined in Ubisoft’s Universal Registration Document 2021-22 (5.1.7)(2) 2020 emissions, used as the basis for the calculation, as indicated in the latest Ubisoft Universal Registration Document published before the assessment of theindicator(3) Available on the SBTi website, Ubisoft’s plan is divided into two commitments: a 42% reduction in its greenhouse gas emissions on Scopes 1 and 2 by 2030
compared to 2020, and ensuring that two-thirds of its suppliers are committed to an SBT initiative by 2026. For the plan granted for the year ending
March 31, 2025, please note that the second sub-indicator reflects a commitment defined for 2026, and will therefore no longer be applicable when assessing
performance conditions in 2027

6
7
8
9

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

For each Indicator, the vesting/payment of the long-term variable compensation will be as the following framework:
Performance conditions< Threshold

ThresholdTarget

FINANCIAL INDICATOR (60%)
Positioning of Ubisoft TSR compared to the TSR of the NASDAQ Composite Index (60%)
Target% of grant on this Indicator< 50th percentile

50th percentile≥ 60th percentile

0%

50%

100%

% proportional acquisition/payment between Threshold and Target levels
NON-FINANCIAL INDICATORS (40%)

Growth in the Number of Monthly Active Users (MAU) (20%) *As % of target for this Indicator% of grant on this Indicator

< 80%

80%

≥ 100%

0%

30%

100%

% proportional acquisition/payment between Threshold and Target levels

Progression on the SBTi trajectory (20%) - % reduction in GHG emissions between CY2020 and October 2027
Target% of grant on this Indicator
*

< 25%

25%

≥ 29%

0%

30%

100%

% proportional acquisition/payment between Threshold and Target levels

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

In accordance with the compensation policy for executive
corporate managing officers set out in 4.2.1.3, it should be notedthat the achievement of the Performance Conditions determining
the vesting/payment of long-term variable compensation isassessed over a minimum period of three financial or calendar
years. The Share Plans will be 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 term 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, 2025, 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 performance shares, 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

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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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, 2025
Total compensation structure for the Deputy CEOs

TARGET LONG-TERM
VARIABLE COMPENSATION

50%NOT SU
BJE
CT

20%

Growth in thenumber of Monthly
Active Users (MAU)

VARIABLE
COMPENSATION

M

AN

Progression on
the SBTi trajectory(CSR)

50% 50%

OR

20%

1

MANCE CONDIT
OR
IO
RF
NS
PE

60%

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

non-financial
conditions

J E C T TO P E R F

40%

SUB

60%
financialconditions

T

O

Performance conditions

C

E

CO

ND

ITIO

50%

ANNUAL FIXEDCOMPENSATIONANNUAL FIXEDCOMPENSATION3NSCOMPONENT OF THE COMPENSATION
OF THE DEPUTY CHIEF EXECUTIVE OFFICERSCOMPONENT NOT INCLUDED IN THE COMPENSATION
OF THE DEPUTY CHIEF EXECUTIVE OFFICERS

Annual fixed compensation
Long-term variable compensation
Compensation granted in respectof the office as director

In line with the six 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.

4

Annual variable compensation
Supplementary pension scheme
Severance payment
Non-compete indemnity
Exceptional compensation

5

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.

6

Compensation granted in respectof the term 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, 2025, the amount of thiscompensation will reach €40,000 if the attendance rate at Boardof directors’ meetings is achieved (see 4.2.1.2).

While remaining committed to guaranteeing the competitivenessof total compensation over the long-term, the NCGC proposed tomaintain the fixed compensation of the Deputy CEOs in respectof the financial year ending March 31, 2025 at the level of thatapproved for the financial year ended March 31, 2019, i.e.
€65,621.

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

Long-term variable compensation

The Deputy CEOs do not receive any other compensation for
their office:

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. around 100% of their
fixed compensation.

2

7
8

Other components of compensation

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

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

103

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4.2.2 COMPONENTS OF THE COMPENSATION PAID TO CORPORATEOFFICERS DURING OR GRANTED IN RESPECT OF THE FINANCIAL YEARENDED MARCH 31, 2024 (“EX POST” VOTE)
5th, 6th, 7th, 8th, 9th and 10th resolutions of the 2024 General Meeting

4.2.2.1 “Ex Post” report(“overall Ex Post” vote)
5th resolution of the 2024 General Meeting
Reference is made below to the information referred to in article
L. 22-10-9, I of the French commercial code, concerning theexecutive corporate managing officers and/or corporate officers
reflecting the total compensation granted to them in respect of
FY24, in compliance with and in application of the compensation
policy approved by the 2023 AGM, pursuant to the provisions ofarticle L. 22-10-8, II of the French commercial code.

4.2.2.1.1 Total compensation and benefits of any
kind paid or granted in respect of theterm as executive corporate managing
officer (FY24)

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.
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:

Annual variable compensation granted to the
Chairman and CEO in respect of the financial
year ended March 31, 2024
The Board meeting of May 15, 2024 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, 2024 to the Chairman and CEO.

ACHIEVEMENT OF PERFORMANCE CONDITIONS FOR THE ANNUAL VARIABLE COMPENSATION GRANTEDTO THE CHAIRMAN AND CEO IN RESPECT OF THE FINANCIAL YEAR ENDED MARCH 31, 2024
Performance conditions< 1st Threshold

1st Threshold

2nd Threshold

TargetCeiling

Achievementof objectives

FINANCIAL INDICATORS (80%)
Non-IFRS Group
operating income *(in € millions)< 320≥ 320 – < 360≥ 360 – < 400

400

500

401.4

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

100%

125%

100.40%

0%

18%

30%

60%

90%

60.42%

Annual variable
compensation as a %of fixed compensation
Group Net Bookings
Digital% of payment defined
proportionally% of payment defined by tier(in € millions)< 1,789≥ 1,789 – < 2,012≥ 2,012 – < 2,236

2,236

2,795

1,987.7

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

100%

125%

88.90%

0%

6%

10%

20%

30%

6.00%

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

NON-FINANCIAL INDICATOR (20%)
Employee Engagement(CSR)
Annual variable
compensation as a %of fixed compensation< +0.5 point≥ +0.5 point –< +1.5 point+1.5 point+2.5 points< +0.5 point

0%

10%

20%

30%

0%

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

Annual variable
compensation as a %of fixed compensation
*

104

0%

34%

50%

Corresponds to the “Non-IFRS Group EBIT” Indicator in the Universal Registration Document 2022-23

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

100%

150%

66.42%

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CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

The Board meeting of May 15, 2024 noted the achievement of:■ 100.4% of the target for Group Non-IFRS operating income,giving entitlement to 100.7% of the annual variable
compensation linked to this Indicator;■ 88.9% of the target for the Group Net Bookings Digital
objective, giving entitlement to 30% of the annual variable
compensation linked to this Indicator;
i.e. 60.42% and 6% of target variable compensation respectively.
This performance reflects solid financial results for Ubisoft for the
fiscal year ending March 31, 2024, despite the Group's decision
to postpone 3 free-to-play games in order to maximize theirpotential in a competitive market, a decision that led to lower
Digital Net Bookings than initially targeted.
Furthermore, with regard to the “Employee Engagement (CSR)”
Indicator, the objective was to measure the progression of
Ubisoft's scores on the questions asked in the annual
engagement survey and linked to two key dimensions chosen to
represent the well-being of its teams: Engagement and Diversity
and Inclusion. After an encouraging increase on these twodimensions in the survey conducted in 2022, the 2023 survey
revealed a drop in scores, testifying to a particularly demanding
context for Ubisoft, moreover reflected within the Tech industry
as a whole. Accordingly, based on the quantifiable scoresobtained on each dimension for the financial year ended
March 31, 2024, the Board noted that the overall level ofachievement for this Indicator was below the minimum
threshold, giving rise to no entitlement to the annual variable
compensation linked to this Indicator.

4Long-term variable compensation granted to the
Chairman and CEO and Deputy CEOs in respectof the financial year ended March 31, 2024
In accordance with the principles and criteria for determining,
distributing and granting the components of compensation
submitted to the shareholders’ vote at the 2023 General Meeting,on December 6, 2023, on the proposal of the NCGC, the Board
granted 37,195 performance shares to the Chairman and CEO(IFRS valuation: €779,682) and 3,130 performance shares to each
Deputy CEO (IFRS valuation: €65,611) as part of the
29th resolution of the 2022 General Meeting. Details of this grant
are presented in AMF Table No. 6 in 4.2.2.1.4.

1

The vesting of performance shares is conditional:(i)for 60%, on the total shareholder return on Ubisoft Shares(the “Ubisoft TSR”) compared with the TSR of thecompanies in the NASDAQ Composite Index, both TSRs
being calculated by comparing the average prices from
October 11, 2023 to November 21, 2023 with the average
prices from October 12, 2026 to November 20, 2026;

2(ii) for 20%, on Growth in the Number of Monthly Active Users(MAU), measured by the average annual growth rate
between the average MAU in the financial year ended
March 31, 2023 and the average MAU in the financial year
ending March 31, 2026;

3(iii) for 20%, on the basis of a “CSR” performance condition(progression on the SBTi trajectory), made up of two subindicators reflecting the two SBTi commitments, eachaccounting for 50% of the Indicator:

Consequently, the achievement of Non-IFRS Group operating
income, Group Net Bookings Digital and Employee
Engagement (CSR) targets entitles the holder to annual
variable compensation equal to 66.42% of the annual fixedcompensation, i.e. €388,440.

4• the reduction in GHG emissions;• the proportion of suppliers involved in an SBT initiative.

5

For each Indicator, the vesting of the performance shares will be by tier according to the following framework:

Positioning of Ubisoft TSR compared to the TSR of the NASDAQ Composite Index (60%)< 50th percentile≥ 50th and ≤ 60th percentile> 60th percentile

0% of grant for this Indicator

50% of grant for this Indicator

100% of grant for this Indicator

6

Growth in the Number of Monthly Active Users (MAU) (20%)< 80% of the target ≥ 80% and < 90% of the target ≥ 90% and < 100% of the target
0% of granton this Indicator*

30% of granton this Indicator

50% of granton this Indicator

7

Target not communicated *100% of granton this Indicator

8

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

9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

105

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

Progression on the SBTi trajectory (CSR) (20%)
Sub-indicator 1 (10%)% reduction
in GHG emissions (1)between CY2020 (2)and October 2026

< 21%

≥ 21% and < 23%≥ 23% and < 25%≥ 25%

0% of amounton this sub-indicator

30% of amounton this sub-indicator

50% of amounton this sub-indicator

100% of amounton this sub-indicator< 55%≥ 55% and < 61%≥ 61% and < 67%≥ 67%

0% of amounton this sub-indicator

30% of amounton this sub-indicator

50% of amounton this sub-indicator

100% of amounton this sub-indicator

Sub-indicator 2 (10%)(3)% of suppliers engaged
in an SBT initiative (4)in October 2026

(1) GHG emissions on Scopes 1 and 2, as defined in Ubisoft’s Universal Registration Document 2021-22 (5.1.7)(2) 2020 emissions, used as a basis for calculation, indicated in Ubisoft's latest Universal Registration Document published prior to the indicator's assessment(3) Expense suppliers covering the purchase of goods and services, capital goods and upstream transport and distribution(4) SBT validated and published on SBTi website, or equivalent commitment publicly announced

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
performance share plan will vest definitively after a vesting periodof four years (1).

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.

Long-term variable compensation (Share Plan) definitively vested during the financial year
ended March 31, 2024
At its meeting on February 7, 2024, the Board of directors noted, on the basis of the information provided by the NCGC, that of thethree Indicators, hereinafter referred to, conditioning the acquisition of the SOPs granted under the plan dated December 8, 2020 infavor of the executive corporate managing officers (36,716 SOPs for the Chairman and CEO and 3,097 SOPs for each Deputy CEO /subscription price: €77.76), only the “CSR” Indicator was met, giving entitlement to the exercise, from December 8, 2024 to
December 7, 2025, of 7,343 SOPs for the Chairman and CEO and 619 SOPs for each Deputy CEO, corresponding to 20% of the grant(see 4.2.3.3).
The level of achievement for each indicator is shown below:< Threshold

ThresholdTargetLevel ofachievement

Positioning of Ubisoft TSR comparedto the TSR of the NASDAQ
Composite Index (60%)< 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 grant
for this Indicator

Threshold 1

Threshold 2

TargetLevel ofachievement

Growth (1) in the
Number of Monthly< 80% of the target
Active Users (MAU) (2)(20%)≥ 80% and < 90%of the target≥ 90% and < 100%of the target≥ 13.4%< 80% of the target

Long-term variable
compensation as a %of the definitive grant

30% of granton this Indicator

50% of granton this Indicator

100% of granton this Indicator

0% of grant
for this Indicator< Threshold 1

0% of granton this Indicator(1) Growth is measured by the average annual growth rate between the average MAU in the financial year preceding the grant and the average MAU in the last
financial year of the assessment period(2) MAU: number of unique players who have, over the course of a month, played at least one game on any type of game published by Ubisoft and on any platform(PC, consoles), with the exception of Mobile< Threshold

ThresholdTargetLevel ofachievement

Increase in the gender diversityof teams (20%)< 23% of womenin the teams≥ 23% and≤ 24% of womenin the teams≥ 24% of womenin the teams

25.9%

Long-term variable compensation
as a % of the definitive grant

0% of granton this Indicator

50% of granton this Indicator

100% of granton this Indicator

100% of grant
for this Indicator

(1)

106

The vesting date corresponds to the date on which the Shares are deliveredUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

Furthermore, it should be recalled that the SOP plan dated
December 12, 2019 for executive corporate managing officers(i.e. 50,683 SOPs for the Chairman and CEO and 4,295 SOPs foreach Deputy CEO), whose exercise period began on
December 12, 2023 (financial year ended March 31, 2024 (seeUniversal Registration Document 2022-23, p. 109)), did not giverise to any grants as a result of the failure to meet the4

Performance Conditions as determined by the Board of directors
at its meeting on March 30, 2023.
A history of the Share Plans for executive corporate managing
officers is presented in 4.2.3.3.

4.2.2.1.2 Total compensation and benefits of any kind paid or granted
in respect of the term as director (FY24)

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 and Risk
Committee (1)NCGC (2)Fixed Variable

CSR
Committee (3)Leaddirector

Fixed Variable

Flatrate (4)Total

Fixed Variable

Fixed

Variable

Yves Guillemot€16,000 €24,000

—

—

—

—

—

—

—

€40,000

ClaudeGuillemot€16,000 €24,000

—

—

—

—

—

—

—

€40,000

MichelGuillemot€16,000 €24,000

—

—

—

—

—

—

—

€40,000

GérardGuillemot€16,000 €12,000

—

—

—

—

—

€1,500—€29,500

Christian
Guillemot€16,000 €24,000

—

—

—

—

—

—

—

€40,000

Claude France€16,000 €24,000€7,500 (5)€10,000 (5)

—

—

—

—

€7,500 (5)€65,000

Laurence
Hubert-Moy€16,000 €24,000—€10,000€10,000 €10,000

—

—

—

€70,000

CorinneFernandezHandelsman€16,000 €24,000——— €10,000€5,000€3,000—€58,000€16,000 €24,000——— €10,000———€50,000€8,000 €12,000

—

—

—

—

—

—

€20,000

Belén EssiouxTrujillo
Katherine Hays

(5)

Olfa Zorgati(5)—€8,000 €12,000

—

—

—

—

—

—

John Parkes€16,000 €24,000

—

—

—

—

—

—

—

€40,000

Lionel Bouchet€16,000 €24,000——— €10,000 (5)

—

— (6)

—

€50,000€16,000 €24,000

—

—

—

—

—

€3,000—€8,000 €12,000—€2,500————€7,500

—

—

—

—

—

Anne
Wübbenhorst
Didier Crespel(6)

Florence
Naviner(6)€8,000 €12,000€7,500TOTAL(6)€2,500

(6)
(6)

1
2
3
4
5

€20,000

6€43,000(6)€30,000

7€30,000€665,500(1) 5 meetings in FY24
(2) 5 meetings in FY24
(3) 2 meetings in FY24
(4) Lead director: flat rate for the financial year
(5) Commencement of office after the 2023 General Meeting(6) Termination of office after the 2023 General Meeting

8
9

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107

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

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 teammembers in the scope that are continuously present over two
financial years are retained for the calculation, which reinforces
the consistency and comparability of the scope over time. This
representative scope includes around 3,200 team members
whose functions cover the Group’s entire value chain.

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;■ the compensation paid during financial year N in respect of theoffice as director and, where applicable, the Chairman/
member of a committee;■ 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;■ the benefits in kind received during financial year N.

Comparative change over the last five financial years
ANNUAL CHANGE IN UBISOFT’S PERFORMANCE, BETWEEN 2 CONSECUTIVE FINANCIAL YEARS,OF TOTAL COMPENSATION OF EXECUTIVE CORPORATE MANAGING OFFICERS AND AVERAGECOMPENSATION OF EMPLOYEES ON A FULL-TIME EQUIVALENT BASIS
2019-20

2020-212021-222022-232023-24UBISOFT’S PERFORMANCE
Non-IFRS Net Bookings

-24%

+46%

-5%

-18%

+33%

Non-IFRS operating income-92%+1,284%

-14%

-223%

+180%

-3%

-8%

+9%

-3%

-5%

EMPLOYEE COMPENSATION *Average compensation

TOTAL COMPENSATION OF EXECUTIVE CORPORATE MANAGING OFFICERS *Yves Guillemot – Chairman and CEO

+1%

-27%

+19%

-19%

0%

Claude Guillemot – Deputy CEO

0%

0%

-4%

+4%

0%

Michel Guillemot – Deputy CEO

0%

0%

-4%

+4%

0%

Gérard Guillemot – Deputy CEO

+6%

-4%

-2%

+11%

-5%

Christian Guillemot – Deputy CEO

0%

0%

-4%

+4%

0%

*

108

It should be noted that in certain years, the amounts of employee savings and/or annual variable compensation paid to employees and the Chairman and CEO
were below the amounts paid in the previous financial year, which accounts for a large portion of the variations noted. To a lesser extent, the growth in the scopethrough increased recruitment of young talents has also had an impact on these variations.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

4

ANNUAL CHANGE, BETWEEN 2 CONSECUTIVE FINANCIAL YEARS, IN THE RATIOS BETWEEN TOTALCOMPENSATION OF EXECUTIVE CORPORATE MANAGING OFFICERS AND AVERAGE AND MEDIANCOMPENSATION OF EMPLOYEES ON A FULL-TIME EQUIVALENT BASIS
2019-20

2020-212021-222022-232023-24

Yves Guillemot – Chairman and CEO
Ratio compared to average employee compensation
Change in the ratio (in %) compared to the previous financial year

27

21

23

19

21

+4%

-22%

+10%

-17%

+11%

Ratio compared to median employee compensation

35

27

30

24

25

Change in the ratio (in%) compared to the previous financial year

0%

-23%

+11%

-20%

+4%

Claude Guillemot – Deputy CEO
Ratio compared to average employee compensation
Change in the ratio (in %) compared to the previous financial year
Ratio compared to median employee compensation
Change in the ratio (in %) compared to the previous financial year

2

2

2

2

3

0%

0%

0%

0%

+50%

3

3

3

3

3

0%

0%

0%

0%

0%

2

2

2

2

3

0%

0%

0%

0%

+50%

1
2

Michel Guillemot – Deputy CEO
Ratio compared to average employee compensation
Change in the ratio (in %) compared to the previous financial year

3

3

3

3

3

0%

0%

0%

0%

0%

11

11

10

12

12

+10%

0%

-9%

+20%

0%

Ratio compared to median employee compensation
Change in the ratio (in %) compared to the previous financial year

3

Gérard Guillemot – Deputy CEO *Ratio compared to average employee compensation
Change in the ratio (in %) compared to the previous financial year
Ratio compared to median employee compensation

14

15

13

15

14

Change in the ratio (in %) compared to the previous financial year

0%

+7%

-13%

+15%

-7%

4

Christian Guillemot – Deputy CEO
Ratio compared to average employee compensation
Change in the ratio (in %) compared to the previous financial year
Ratio compared to median employee compensation
Change in the ratio (in %) compared to the previous financial year
*

2

2

2

2

3

0%

0%

0%

0%

+50%

3

3

3

3

3

0%

0%

0%

0%

0%

5

Gérard Guillemot receives compensation in connection with his duties as CEO of the cinema and television business, which is subject to exchange rates andwhose annual amount in local currency has not changed over the period

The NCGC, attentive to compliance with the pillars of the compensation policy for executive corporate managing officers (see 4.2.1.3),
considers benchmarks carried out in France as well as internationally.

6

4.2.2.1.4 Standardized tables summarizing the compensation paid or granted to corporate officers
by the Company and by all companies included in the consolidation scope within the meaningof 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 stillvalid as at March 31, 2024 (for all beneficiaries) are presented
in 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

7

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.

8

Executive corporate managing officers
TABLE 1: SUMMARY OF COMPENSATION, STOCK OPTIONS AND/OR SHARES GRANTED
03/31/24
Yves Guillemot, Chairman and 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 (3) granted
during the financial year (2)
TOTAL

(2)

03/31/23

Ubisoft

Other companies

Ubisoft

Other companies€1,013,264—€624,824

—

—

—

—

—

—

—

—

—

€779,682—€780,978—€1,792,946—€1,405,802—

9(1) Details given in Table 2 below, “Summary of compensation”(2) IFRS fair value at the grant date(3) Ubisoft SharesUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

03/31/24
Claude Guillemot, Deputy CEO

Other companies

Ubisoft

Other companies€105,621—€105,621

—

—

—

—

—

—

—

—

—

€65,611—€65,729—€171,232—€171,350—

Ubisoft

Other companies

Ubisoft

Other companies

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

03/31/23

Ubisoft(1) Details given in Table 2 below, “Summary of compensation”(2) IFRS fair value at the grant date(3) Ubisoft Shares

03/31/24
Michel Guillemot, Deputy CEO

Compensation granted for the financial year

(1)

03/31/23€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)

—

—

—

—

€65,611—€65,729—€171,232—€171,350—

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

03/31/24

03/31/23

Gérard Guillemot, Deputy CEO

Ubisoft

Other companies

Ubisoft

Other companies

Compensation granted for the financial year (1)€95,121€645,593 (4)€111,621€675,138 (4)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€65,611—€65,729—€160,732€645,593€177,350€675,138(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)

03/31/24
Christian Guillemot, Deputy CEO

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)

—

—

—

—

€65,611—€65,729—€171,232—€171,350—

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

110

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TABLE 2: SUMMARY OF COMPENSATION PAID OR GRANTED BY THE ISSUER AND BY ALL COMPANIES(ARTICLE L. 233-16 OF THE FRENCH COMMERCIAL CODE)
03/31/24

03/31/23

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

388,440

—

— (3)

—

Multi-annual variable compensation

—

—

—

—

Exceptional compensation

—

—

—

—

16,00016,00016,00016,00024,00024,00024,00024,000

Fixed component (4)Compensation granted in
respect of the office as director Variable component (4)Benefits in kind
TOTAL

—

—

—

—

1,013,264

624,824

624,824

624,8241
2(1) Compensation awarded 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 waived the payment of his annual variable remuneration in respect of the financial year ended March 31, 2023 (€35,089)(4) 40% fixed and 60% variable

03/31/24

Claude Guillemot, Deputy CEO

Gross fixed compensation before tax

03/31/23

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

Fixed component (3)Compensation granted in
respect of the office as director Variable component (3)Benefits in kind
TOTAL

3
4
5

(1) Compensation awarded 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

03/31/24

Michel 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

—

—

—

—

—

—

—

—

16,00016,00016,00016,00024,00024,00024,00024,000————105,621

105,621

105,621

105,621

Exceptional compensation(3)

Fixed component
Compensation granted in
respect of the office as director Variable component (3)Benefits in kind
TOTAL

6

03/31/23

Amounts
granted(in euros) ⁽¹⁾

7
8(1) Compensation awarded 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 – 2023-24

9

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

03/31/24

03/31/23

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

711,214 (3)711,214 (3)740,759 (3)740,759 (3)Annual variable compensation

—

—

—

—

Multi-annual variable compensation

—

—

—

—

Exceptional compensation

—

—

—

—

16,00016,00016,00016,00013,50013,50030,00030,000————740,714740,714786,759

786,759

Compensation granted
Fixed component (4)in respect of the office as
director and Chairman/memberof a committee
Variable component (4)Benefits in kind
TOTAL(1) Compensation awarded 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 €645,593 (FY24) and €675,138 (FY23) 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 variable component as member of the CSR Committee (see 4.2.2.1.2)

03/31/24

Christian Guillemot, Deputy CEO

03/31/23

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

Gross fixed compensation before tax

—

—

—

—

Multi-annual variable compensation

—

—

—

—

Exceptional compensation
Compensation granted
in respect of the office
as director

—

—

—

—

Fixed component(3)

16,00016,00016,00016,000

Variable component(3)

24,00024,00024,00024,000————105,621

105,621

105,621

105,621

Benefits in kind
TOTAL(1) Compensation awarded 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

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, 2023 and March 31, 2024.

TABLE 5: SHARE PURCHASE OR SUBSCRIPTION OPTIONS EXERCISED DURING THE FINANCIAL YEARBY EACH EXECUTIVE CORPORATE MANAGING OFFICER
Between April 1, 2023 and March 31, 2024, no exercise rights were granted under SOP plans in favor of executive corporate managing
officers; no rights were therefore exercised (see 4.2.3.3).

112

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TABLE 6: PERFORMANCE SHARES GRANTED DURING THE FINANCIAL YEAR TO EACH EXECUTIVECORPORATE MANAGING OFFICER BY THE ISSUER AND BY ALL GROUP COMPANIES
Performance shares (AGA) granted between April 1, 2023 and March 31, 2024

Identity of theexecutive corporate
managing officer

Valuation of theshares according
to the method
selected for the
Number of
consolidated
instruments
financial
granted during
statements the financial year

Vestingdate

Availability
date

Yves Guillemot,
Chairman and CEO€24.85/€18.37 (1)37,195 (2)12/06/27

12/06/27

Claude Guillemot,
Deputy CEO€24.85/€18.37 (1)3,130 (2)12/06/27

12/06/27

Michel Guillemot,
Deputy CEO€24.85/€18.37 (1)3,130 (2)12/06/27

12/06/27

Gérard Guillemot,
Deputy CEO€24.85/€18.37 (1)3,130 (2)12/06/27

12/06/27

Christian Guillemot,
Deputy CEO€24.85/€18.37 (1)3,130 (2)12/06/27

12/06/27

Performance conditions

60%: TSR (over three
years/ acquisition by tier)
20%: Growth in numberof monthly active users(MAU) (over threefinancial years/
acquisition by tier)
20%: “CSR” Indicator(Reducing carbon
intensity) (measured, forthe sub-indicator “%
reduction in GHG
emissions”, between
CY2020 and October
2026, and for the subindicator “% of supplierscommitted to an SBT
initiative”, in October
2026)

Date of theplan

1

12/06/23

12/06/23

2

12/06/23

3

12/06/23

12/06/23

4(1) €24.85 for shares subject to internal Performance Conditions and €18.37 for shares subject to external Performance Conditions(2) 5% to be held in registered form until the expiry/termination of duties

TABLE 7: PERFORMANCE SHARES THAT BECAME AVAILABLE DURING THE FINANCIAL YEARFOR EACH EXECUTIVE CORPORATE MANAGING OFFICER

5

No performance share plan in favor of the Company’s executive corporate managing officers was delivered between April 1, 2023 andMarch 31, 2024 (see 4.2.3.3).

TABLE 11: SUMMARY TABLE OF COMPENSATION AND BENEFITS OWED AS A RESULTOF THE COMPANY’S EXECUTIVE CORPORATE MANAGING OFFICERS LEAVING OFFICE
Total termwith an employment
contract with theCompany
Name

Yes

No

Supplementary
pension scheme
Yes

No

6

Indemnities or benefits
payable or that may
be payable due toCompensation relating
termination or change
to a non-compete
in responsibilities
clause
Yes

No

Yes

No

Yves Guillemot, Chairman and CEO

✓

✓

✓

✓

Claude Guillemot, Deputy CEO

✓

✓

✓

✓

Michel Guillemot, Deputy CEO

✓

✓

✓

✓

Gérard Guillemot, Deputy CEO

✓

✓

✓

✓

Christian Guillemot, Deputy CEO

✓

✓

✓

✓

7
8
9

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Non-executive corporate officers
TABLE 3: TABLE ON THE COMPENSATION RECEIVED BY NON-EXECUTIVE CORPORATE OFFICERS
03/31/24
Amounts
granted(in euros) (1)

Identity of the non-executive corporate officers

03/31/23
Amounts
paid(in euros) (2)Amounts
granted(in euros) (1)Amounts
paid(in euros) (2)Claude France
Compensation

Fixed component
Variable component€31,000(3) (4) (5)€34,000(5) (6)

Other compensation
TOTAL€31,000(3) (4) (5)€34,000(5) (6)€12,000(5)€12,000(5)€18,000(5)€18,000

(5)

—

—

—

—

€65,000€65,000€30,000€30,000

Laurence Hubert-Moy
Compensation

Fixed component
Variable component€26,000(4)€44,000(6)

Other compensation
TOTAL€26,000(4)€44,000(6)€26,000(4)€26,000(4)€44,000(6)€44,000

(6)

—

—

—

—

€70,000€70,000€70,000€70,000

Corinne Fernandez-Handelsman
Compensation

Fixed component
Variable component€21,000(4)€37,000(6)

Other compensation
TOTAL€21,000(4)€37,000(6)€21,000(4)€21,000(4)€40,000(6)€40,000

(6)

—

—

—

—

€58,000€58,000€61,000€61,000

Belén Essioux-Trujillo
Compensation

Fixed component€16,000

Variable component€34,000

Other compensation
TOTAL€16,000(6)€34,000€16,000(6)€34,000€16,000(6)€34,000

(6)

—

—

—

—

€50,000€50,000€50,000€50,000

Katherine Hays
Compensation

Fixed component
Variable component€8,000(5)€12,000(5)€8,000(5)€12,000(5)

Other compensation

—

—

TOTAL

€20,000€20,000

—

—

—

—

—

—
—

—

Olfa Zorgati
Compensation

Fixed component
Variable component€8,000(5)€8,000(5)——€12,000(5)€12,000(5)——

Other compensation

—

—

TOTAL

€20,000€20,000————

John Parkes
Compensation

Fixed component€16,000€16,000€16,000€16,000

Variable component€24,000€24,000€24,000€24,000(7)

Other compensation

—

TOTAL

€40,000—(7)€40,000—(7)€40,000—(7)€40,000

Lionel Bouchet
Compensation

Fixed component€16,000€16,000€34,000(5) (6)

Other compensation

—

(7)

TOTAL

€50,000

Variable component€16,000€34,000(5) (6)—(7)€50,000€16,000€30,000(6)€30,000

(6)

—

(7)

—

(7)

€46,000€46,000

Anne Wübbenhorst
Fixed component€16,000

Variable component€27,000(6)

Other compensation

—

(7)

TOTAL

€43,000

Compensation€16,000€16,000€27,000

(6)

—

(7)

€43,000€16,000€30,000(5) (6)€30,000(5) (6)

—

(7)

—

(7)

€46,000€46,000(1) All compensation paid to non-executive corporate officers for their duties over the financial year
(2) All compensation granted to non-executive corporate officers for their duties over the financial year, irrespective of the date of payment(3) Including flat-rate fee as lead director (see (5))(4) Including the fixed component as Chairwoman of a committee (see 4.2.1.2)(5) Pro rata for the term of office as director and/or member of a committee and/or lead director (see 4.2.2.1.2)(6) Including the variable component as 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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4.2.2.2 Individual compensation (“Individual Ex Post” vote)6th, 7th, 8th, 9th and 10th resolutions of the 2024 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 FY24

Annual gross fixed compensation (the “Fixed” compensation)
Amount granted FY24

Amount paid FY24

€584,824€584,824

Amount granted FY24
(payment FY25)

Amount paid FY24
(granted FY23)

Compensation in force since April 1, 2019.

1

Annual variable compensation

2

The achievement of the
The achievement of theperformance conditions
performance conditions(see 4.2.2.1.1 of the 2022-23(see 4.2.2.1.1) entitles to annual URD) entitles to annual variable
compensation equal to 6%
variable compensation equalof the Fixed compensation,
to 66.42% of the Fixedcompensation,i.e. an amount ofi.e. an amount of €388,440.
€35,089 waived by decisionof the Chairman and CEO.

The target value corresponds to around 30% of the totalcompensation, i.e. 100% of Fixed compensation with amaximum of 150% of the Fixed compensation.

€388,44034€0No FY24 payment submitted to
FY25 payment submitted to thethe vote of the General Meeting
vote of the General Meeting ofof September 27, 2023
July 11, 2024 (6th resolution)(6th resolution)

5

Performance shares (AGA)
Accounting valuation(FY24 grant)

6€779,682 (37,195 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.

N/A
Characteristics andperformance conditions
specified in 4.2.2.1.1.

7Gross compensation granted in respect of the term as director
Amount granted FY24

Amount paid FY24

€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

Stock options

Other long-termcompensation(redeemableequitywarrants,
equitywarrants, etc.)

N/A

N/A

N/A

N/A

8

Attendance rate at the FY24 Board meetings
referred to in 4.1.2.4.2.

9

Benefits in kind

Severance
payment

Non-compete
indemnity

Supplementary
pension scheme

N/A

N/A

N/A

N/A

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Deputy CEOs: Claude, Michel, Gérard, and Christian Guillemot (7th, 8th, 9th and 10th resolutions)Components of compensation granted or paid for FY24

Annual gross fixed compensation (the “Fixed” compensation)
Amount granted FY24

Amount paid FY24th

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(FY24 grant)

The value of the annual grant of long-term
variable compensation corresponds
to approximately 50%of the total compensation,or 100% of the Fixed compensation.

Claude Guillemot (7th)€65,611(3,130 AGA)thMichel Guillemot (8 )€65,611(3,130 AGA)

Gérard Guillemot (9 )€65,611(3,130 AGA)

Christian Guillemot (10th)€65,611(3,130 AGA)

th

N/A

Characteristics andperformance conditions
specified in 4.2.2.1.1.

Gross compensation granted in respect of the term as director and/or committee member

Board of directors: €40,000 maximum
Fixed: 40%
Variable: 60% prorated according toattendance at Board meetings during
the financial year:■ attendance < 50%: no payment■ attendance ≥ 50% and < 75%: paymentof half■ attendance ≥ 75%: payment of entire
amountAmount granted FY24

Amount paid FY24

Claude Guillemot (7th)€40,000€40,000

Michel Guillemot (8th)€40,000€40,000

Gérard Guillemot (9th)€29,500€29,500

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

Attendance rate at FY24 Board meetings (and the CSR
Committee for Gérard Guillemot) referred to in 4.1.2.4.2.

Annualexceptional
compensation

Stock
options

Other longterm
compensation(redeemableequitywarrants,
equitywarrants, etc.)

N/A

N/A

N/A

Benefits inkind

Severance
payment

Non-compete
indemnity

Supplementary
pensionscheme

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 03/31/24, Gérard Guillemot received gross annual compensationof €645,593 (subject to impact of exchange rates)UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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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 forthe granting of share purchase
and/or subscription options
or performance 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, 2024

1

For the financial year ended March 31, 2024, the Board granted
performance shares (AGA) (see 4.2.3.5) to employees, membersof the Executive Committee of the Ubisoft group and/or
executive corporate managing officers of the Company, underauthorizations in force granted by the General Meeting.

2

As of March 31, 2024, the authorizations in force granted to the Board by the General Meeting are listed below:

3

Expiry date
Authorization in force at 03/31/24

Free performance shares
grant

th

Minimum budget

Duration

Employees/Executive
Committee

4.5% of the share capitalat the grant date (1)07/05/22

09/04/25

28th

38 months

Executive corporate managing
officers

0.2% of the share capitalat the grant date (2)07/05/22

09/04/25

29th

38 months

4th(1) Joint ceiling shared by the 28 and 29 resolutions of the General Meeting of 07/05/22(2) Ceiling included in that set in the 28th resolution of the General Meeting of 07/05/22

Note that plans are automatically canceled in the event of thetermination of employment or corporate office (except in theevent of disability or death). In addition, in the event of a change
in control of the Company within the meaning of article L. 233-3of the French commercial code, the SOP and performance shareplans, with the exception of those concerning executive
corporate managing officers, immediately cease to be subject to(i) the condition that the beneficiaries are Group employees on
the date of exercise of the SOP or transfer of ownership of the
Shares and (ii) the achievement of the performance conditions, if
applicable.

5

4.2.3.3 Grants during the financial year
ended March 31, 2024 to executive
corporate managing officers

The grants made to executive corporate managing officers of theCompany during the past financial year are summarized in AMF
Table No. 6 in 4.2.2.1.4.

6

During the past financial year, no SOP were exercised by the
executive corporate managing officers (since no exercise rights
were opened), and no Shares were delivered under performance
share plans (since no plans were closed during the financial year)(see 4.2.2.1.4).

7

The history of SOP plans and/or performance shares/preference
shares in favor of the Company’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 GRANTING OF SHARE PURCHASE AND/OR SUBSCRIPTION OPTIONSTO EACH EXECUTIVE CORPORATE MANAGING OFFICER BY THE ISSUER AND BY ALL GROUP COMPANIESGeneral Meeting

09/25/06

Board (plan no.)04/26/07 (no. 14)

Price
Number of executives

07/10/09

07/02/10

06/27/08 (no. 17) 05/12/09 (no. 19) 04/29/10 (no. 22) (3)07/04/07

09/22/08

04/27/11 (no. 24)€17.45 (1) (2)€27.35 (1) (2)€14.75 (2)€9.91 (2)

€6.77 (2)

5

5

5

5

5

151,680(2)

101,120(2)

12,640(2)

12,640(2)

Gérard Guillemot, Deputy CEO

12,640(2)

Christian Guillemot, Deputy CEO

12,640 (2)12,135 (2)11,124 (2)11,124 (2)Exercise

0

0

0

0

Balance at 03/31/24

0

0

0

0

Initially granted
Yves Guillemot, Chairman and CEO
Claude Guillemot, Deputy CEO
Michel Guillemot, Deputy CEO

Performance conditions

139,648(2)

91,108(2)

12,135(2)

12,135(2)

12,135

(2)

N/A

N/A

125,392(2)

80,896(2)

11,124(2)

11,124(2)

11,124(2)

N/A

120,336(2)

111,232 (2) (4)75,840(2)

70,784 (2) (4)11,124(2)

10,112 (2) (4)11,124(2)

10,112 (2) (4)11,124(2)

10,112 (2) (4)10,112 (2) (4)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. 228-99 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 grant made to the Chairman and CEO following the recognition of the failure to achieve thecollective performance condition by the NCGC on 06/26/14(6) Plan of 12/14/16 → Board meeting of 05/14/20: recognition of the achievement of 75.97% of the performance condition related to the Non-IFRS Group operating
income 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 [Non-IFRS Group operating income]:• if < 70% of the target: acquisition of SOP canceled• if > 70% and < 100% of the target: acquisition of SOP proportional to the % achieved• if > 100% of the target: 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) Tiered vesting as follows [Non-IFRS Group operating income]:• < 80% of the target → 0% of the grant for this Indicator• ≥ 80% and < 90% of the target → 30% of the grant for this Indicator• ≥ 90% and < 100% of the target → 50% of the grant for this Indicator• ≥ 100% of the target → 100% of the grant for this Indicator(10) Acquisition by tier as follows [TSR]:• < 50th percentile → 0% of the grant for this Indicator• > 50th and < 60th percentile → 50% of the grant for this Indicator• > 60th percentile → 100% of the grant for this Indicator(11) Plan of 12/12/19 → Board meeting of 03/30/23: recognition of early expiry due to failure to meet performance conditions (9) (10)(12) Plan of 12/08/20 → Board meeting of 02/07/24: recognition of the achievement of the CSR indicator (14) assessed over 3 financial years giving rise to 20% of the total
grant, i.e. the exercise of 7,343 SOP for the Chairman and CEO and 619 SOP for each Deputy CEO(13)Acquisition by tier as follows [MAU]:• < 80% of the target → 0% of the grant for this Indicator• ≥ 80% and < 90% of the target → 30% of the grant for this Indicator• ≥ 90% and < 100% of the target → 50% of the grant for this Indicator• ≥ 100% of the target → 100% of the grant for this Indicator(14) Acquisition by tier as follows [CSR]:• < 23% women in the teams → 0% of the grant for this Indicator• ≥ 23% and < 24% women in the teams → 50% of the grant for this Indicator• ≥ 24% women in the teams → 100% of the grant for this Indicator118

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

09/24/12

09/23/15

09/23/15

06/27/18

06/27/18

07/02/20

03/17/14 (no. 27)

12/16/15 (no. 31)

12/14/16 (no. 33)

12/17/18 (no. 41) (8)12/12/19 (no. 43) (11)12/08/20 (no. 47)€77.76€11.92€26.85€31.955€68.59€54.30

5

3

4

5

5

5

56,031

67,743

49,104(12)

41,60750,68336,716 (12)

4,836

(6)

3,606

4,265

3,097 (12)

4,836

(6)

3,606

4,265

3,097 (12)

4,836

(6)

3,606

4,265

3,097 (12)04,836 (6)

3,606

4,265

3,097 (12)37,500(6)

0100,000
60,000 (5)10,000012,50010,00012,50010,000019,3440
12,50010,00085,00037,500(5)0100% Internal
100%
condition (Non-IFRS Internal condition
Group operating (Non-IFRS Group
operating income
income over 4
over 4 financial
financial years/% years/% based on
based on tiers)
tiers)of which 25%
collective
performance
condition

14,696(6)0100%: Internal
condition (Non-IFRSGroup operating
income over 4
financial years/
proportional grant (7))

050%: Internal
condition (Non-IFRSGroup operating
income over 3
financial years/
acquisition by tier (9))
50%: External
condition (TSR over
3 years/acquisitionby tier (10))

010 (12)

0
(8)

4

(11)

9,819 (12)2

50%: Internal
60%: TSR
condition (Non-IFRS(over 3 years/
Group operating acquisition by tier (10))
20%: Growth inincome over 3
number of monthly
financial years/
active users (MAU)
acquisition by tier (9))(over 3 financial
50%: External
years/ acquisition bycondition (TSR over 3
tier (13))
years/acquisition by(10)tier ) 20%: “CSR” Indicator(Increase in thegender diversity ofteams) (over 3
financial years/
acquisition by tier (14))

3
4
5
6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

119

4

CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

HISTORY OF GRANTING OF PERFORMANCE SHARES TO EACH EXECUTIVE CORPORATE MANAGING OFFICER
BY THE ISSUER AND BY ALL GROUP COMPANIESGeneral Meeting

09/23/15

09/23/15

07/01/21

07/05/22

Board

12/16/15

12/14/16

12/07/21

12/06/22

12/06/23

preference shares (1) preference shares (1)ordinary sharesordinary sharesordinary shares

1

5

5

5

394 preference
1,500 preference
sharesshares--------------------------------- --------------------------------convertible to aconvertible to a
maximum of 45,000 maximum of 11,820
ordinary shares (1)ordinary shares (1)27,083 ordinary
shares44,914 ordinary
shares49,715 ordinary
sharesType of shares
Number of
executives
Initially granted

Yves Guillemot,
Chairman and CEO

1,333 preference
shares394 preference
shares

20,263 ordinary
shares33,602 ordinary
shares37,195 ordinary
sharesClaude Guillemot,
Deputy CEO

N/A

N/A

1,705 ordinary
shares2,828 ordinary
shares3,130 ordinary
sharesMichel Guillemot,
Deputy CEO

N/A

N/A

1,705 ordinary
shares2,828 ordinary
shares3,130 ordinary
sharesGérard Guillemot,
Deputy CEO

N/A

N/A

1,705 ordinary
shares2,828 ordinary
shares3,130 ordinary
shares167 preference
shares

N/A

1,705 ordinary
shares2,828 ordinary
shares3,130 ordinary
shares1,500 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

0

0

27,083 ordinary
shares44,914 ordinary
shares49,715 ordinary
sharesChristian Guillemot,
Deputy CEO
Acquired

Balance at 03/31/24

120

2

07/05/22

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

Performance
conditions

100%: Internal
condition (Non-IFRSGroup operating
income over
3 financial years/
acquisitionby tier (5))

100%: Internal
condition (Non-IFRSGroup operating
income over
3 financial years/
acquisitionby tier (6))

60%: TSR (over60%: TSR (over3 years/acquisition
3 years/acquisitionby tier (7))
by tier (7))
20%: Growth in
20%: Growth innumber of monthly number of monthly
active users (MAU) active users (MAU)(over 3 financial(over 3 financial
years/acquisition
years/acquisitionby tier (8))
by tier (8))
20%: “CSR”
20%: “CSR”
Indicator (reduction Indicator (reductionof the Group’sof the Group's
carbon intensity)
carbon intensity)(over 3 years/(over 3 years/
acquisition by tier (9)) acquisition by tier (9))

460%: TSR (over3 years/acquisitionby tier (7))
20%: Growth innumber of monthly
active users (MAU)(over 3 financial
years/ acquisitionby tier (8))
20%: “CSR”
Indicator(progression on the
Science Based
Targets initiative
trajectory (“SBTi”)
incorporating
2 sub-indicators
accounting each for
50% of thisindicator) (over3 years/acquisitionby tier) (10))1
2(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: recognition 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 meeting of 05/15/19: recognition 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) Tiered vesting as follows [Non-IFRS Group operating income]:• if < 80% of the target → 0% of the grant for this Indicator• if ≥ 80% and < 90% of the target → 50% of the grant for this Indicator• if ≥ 90% and < of the target → 70% of the grant for this Indicator• if ≥ of the target → 100% of the grant for this Indicator(6) Proportional vesting as follows [Non-IFRS Group operating income]:• if < 70% of the target → 0% of the grant for this Indicator• if ≥ 70% of the target and < 100% of the target → grant proportional to the % achieved• if ≥ 100% of the target → grant of 100% of AGAP approved(7) Tiered vesting as follows [TSR]:• < 50th percentile → 0% of the grant for this Indicator• ≥ 50th and ≤ 60th percentile → 50% of the grant for this Indicator• > 60th percentile → 100% of the grant for this Indicator(8) Tiered vesting as follows [MAU]:• < 80% of the target → 0% of the grant for this Indicator• ≥ 80% and < 90% of the target → 30% of the grant for this Indicator• ≥ 90% and < 100% of the target → 50% of the grant for this Indicator• ≥ 100% of the target → 100% of the grant for this Indicator(9) Tiered vesting as follows [CSR]:• < 80% of the target → 0% of the grant for this Indicator• ≥ 80% and < 90% of the target → 30% of the grant for this Indicator• ≥ 90% and < 100% of the target → 50% of the grant for this Indicator• ≥ 100% of the target → 100% of the grant for this Indicator(10) Tiered vesting as follows [CSR]:– 1st sub-indicator [% reduction in GHG emissions for the scopes 1 and 2 (as defined in the Universal Registration Document 2021-22 (p. 131) between CY20
(2020 emissions, used as the basis for the calculation, as indicated in the latest Universal Registration Document published before the assessment of theindicator) and October 2026]• < 21% → 0% of the grant for this sub-indicator• ≥ 21% and < 23% → 30% of the grant for this sub-indicator• ≥ 23% and < 25% → 50% of the grant for this sub-indicator• ≥ 25% → 100% of the grant for this sub-indicator– 2nd sub-indicator [% of suppliers (with expenses covering purchases of goods and services, capital goods and upstream transport and distribution) engaged ina SBT initiative (validated and published on the SBTi website, or equivalent publicly announced commitment) in October 2026]• < 55% → 0% of the grant for this sub-indicator• ≥ 55% and < 61% → 30% of the grant for this sub-indicator• ≥ 61% and < 67% → 50% of the grant for this sub-indicator• ≥ 67% → 100% of the grant for this sub-indicatorUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

3
4
5
6
7
8
9

121

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CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

4.2.3.4 AMF Table No. 10: Summary of free share plans valid as of March 31, 2024
General Meeting

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

07/01/21

Board

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

04/12/22

Performance
conditions

(2)

(2)

(2)

(2)

(2)

(2)

(2)

(2) (3)(2)(2)

Number of
beneficiaries

2,576

8

75

3

72

2,756

40

40

24

5

Yves Guillemot,
Chairman and CEO

N/A

N/A

N/A

N/A

N/A

N/A

N/A

20,263

N/A

N/A

Claude Guillemot,
Deputy CEO

N/A

N/A

N/A

N/A

N/A

N/A

N/A

1,705

N/A

N/A

Michel Guillemot,
Deputy CEO

N/A

N/A

N/A

N/A

N/A

N/A

N/A

1,705

N/A

N/A

Gérard Guillemot,
Deputy CEO

N/A

N/A

N/A

N/A

N/A

N/A

N/A

1,705

N/A

N/A

Christian Guillemot,
Deputy CEO

N/A

N/A

N/A

N/A

N/A

N/A

N/A

1,705

N/A

N/A

4 years

4 years

4 years

4 years

4 years

4 years

2 years(1/3)
3 years(1/3)
4 years(1/3)

2 years (1/3)
3 years (1/3)
4 years (1/3)___________
4 years(4)

2 years(1/3)
3 years(1/3)
4 years(1/3)

2 years(1/3)
3 years(1/3)
4 years(1/3)

10/30/23
10/28/24
10/28/25

12/07/23
12/09/24
12/08/25___________
12/08/25(4)

02/23/24
02/24/25
02/23/26

04/12/24
04/14/25
04/13/26

Executive corporate
managing officers

Vesting period

Vesting dateof the shares

07/01/24 10/29/24 12/09/24 02/10/25 04/07/25

Retention period

N/A

N/A

N/A

N/A

Total number ofshares granted
initially

966,574

4,088

59,9801,147

Cumulative numberof shares canceled

369,590

3,841

23,300

Cumulative numberof shares delivered
early (1)

1,362

0

Balance at 03/31/24

595,622247

N/A

06/30/25

(4)
(4)

_

(3)

(4)
(4)

_

(3)

N/A

N/A

N/A

N/A

N/A

66,818 1,239,402

60,444

105,996

26,045

5,572

358

20,727346,334

21,807

21,200

5,327

3,417

0

0

0

1,874

13,056

10,4236,913

036,680789

46,091

891,194

25,581

74,37313,8052,155(1) To the heirs of beneficiary(ies) pursuant to the provisions of article L. 225-197-3 of the French commercial code
(2) 100% subject to individual performance objectives linked to the beneficiary’s position(3) Plan of 12/07/21: members of the Executive Committee (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 tiered acquisition) assessedover 3 years• 20% subject to growth in the number of monthly active users (MAU) (with tiered acquisition) assessed over 3 financial years• 20% conditional on achieving a “CSR” indicator (reduction of the Group’s carbon intensity) (with tiered acquisition) assessed over 3 years(4) Employees (excluding members of the Executive Committee/excluding executive corporate managing officers):(5) Plan of 12/06/22: members of the Executive Committee (10 beneficiaries)• 30% conditional on the achievement of a Ubisoft TSR compared to the TSR of the companies in the NASDAQ Composite Index (with tiered acquisition) assessedover 3 years• 35% subject to growth in the number of monthly active users (MAU) (with tiered acquisition) assessed over 3 financial years• 35% conditional on achieving a “CSR” indicator (reduction of the Group’s carbon intensity) (with tiered acquisition) assessed over 3 years(6) Plan of 12/06/22: 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 tiered acquisition) assessedover 3 years• 20% subject to growth in the number of monthly active users (MAU) (with tiered acquisition) assessed over 3 financial years• 20% conditional on achieving a “CSR” indicator (reduction of the Group’s carbon intensity) (with tiered acquisition) assessed over 3 years(7) Plan of 12/06/23: executive corporate managing officers (5 beneficiaries) / Executive Committee (9 beneficiaries):• 60% for the executive corporate managing officers / 30% for the members of the Executive Committee conditional on the achievement of a Ubisoft TSR
compared to the TSR of the companies in the NASDAQ Composite Index (with tiered acquisition) assessed over 3 years• 20% for the executive corporate managing officers / 35% for the members of the Executive Committee subject to growth in the number of monthly active users(MAU) (with tiered acquisition) assessed over 3 financial years• 20% for the executive corporate managing officers / 35% for the members of the Executive Committee conditional on achieving a “CSR” indicator (progression
on the Science Based Targets initiative (“SBTi”) incorporating 2 sub-indicators accounting each for 50% of this indicator):– 1st sub-indicator: % reduction in GHG emissions for the scopes 1 and 2 (as defined in the Universal Registration Document 2021-22 (p. 131) between CY20 (2020
emissions, used as the basis for the calculation, as indicated in the latest Universal Registration Document published before the assessment of the indicator) andOctober 2026
– 2nd sub-indicator: % of suppliers (with expenses covering purchases of goods and services, capital goods and upstream transport and distribution) engaged in a
SBT initiative (validated and published on the SBTi website, or equivalent publicly announced commitment) in October 2026

122

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CONTENTS

CORPORATE GOVERNANCE REPORT
Compensation of corporate officers t

4

07/01/21

07/05/22

07/05/22

07/05/22

07/05/22

07/05/22

07/05/22

07/05/22

07/05/22

07/05/22

07/05/22

10/27/22

12/06/22

02/01/23

03/30/23

05/16/23

10/26/23

12/06/23

02/07/24

03/26/24(2)(2)(2) (5) (6)

(2)

(2)

(2)

(2)

(2) (7)

(2)

(2)

2,516

5

17

19

2

1,558

30

16

6

67

N/A

N/A

33,602

N/A

N/A

N/A

N/A

37,195

N/A

N/A

N/A

N/A

2,828

N/A

N/A

N/A

N/A

3,130

N/A

N/A

N/A

N/A

2,828

N/A

N/A

N/A

N/A

3,130

N/A

N/A

N/A

N/A

2,828

N/A

N/A

N/A

N/A

3,130

N/A

N/A

N/A

N/A

2,828

N/A

N/A

N/A

N/A

3,130

N/A

N/A

(4)

2 years(50%)
3 years(50%)

2 years(50%)
3 years(50%)

2 years(50%)
3 years(50%)(4)

2 years(50%)
3 years(50%)

2 years(50%)
3 years(50%)

3

02/09/26
02/08/27

03/26/26
03/26/27

4
5

2 years(1/3)
3 years(1/3)
4 years(1/3)

2 years 2 years (50%)(50%) 3 years (50%)
3 years-----(50%)
3 years-----4 years

07/05/24
07/07/25
07/06/26

10/28/24
10/27/25

12/06/24
12/08/25-----12/08/25----12/07/26

(4)

--

(5)

--

(6)
(4)
(4)

--

02/03/25
02/02/26

03/31/25
03/30/26

05/16/25
05/18/26

2 years 2 years (50%)(50%) 3 years (50%)
3 years-----(50%)
3 years-----4 years
10/27/25
10/26/26

(5)

--

(6)

N/A

N/A

N/A

N/A

1,305,034

8,251

127,435

192,552

3,243

2,159

1,110,323

N/A

12/08/25
12/07/26-----12/07/26----12/06/27

(4)

--

(7)

--

1
2

(7)
(4)
(4)

--

(7)

--

(7)

N/A

N/A

N/A

N/A

N/A

57,923

15,286 1,484,619

47,142

167,949

22,98068,148

5,911

2,590

1,349

73,022

846

0

0

0

0

0

0

0

388

0

0

0

0

5,008

121,524

55,333

13,937 1,411,209

46,296167,949

22,98068,148

6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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4

CONTENTSCORPORATE GOVERNANCE REPORTu Compensation of corporate officers

4.2.3.5 AMF Table No. 8: Summary of share purchase and/or subscription option
plans valid as at March 31, 2024
Plan

Plan 42

Plan 45

Plan 46

Plan 47

Plan 48

General Meeting

06/27/18

06/27/18

07/02/20

07/02/20

07/02/20

Board

07/02/19

07/01/20

07/02/20

12/08/20

04/07/21

62

62

2

6

1

330,678

271,62960,821

55,673

4,009

Yves Guillemot, Chairman and CEO

N/A

N/A

N/A

36,716(4)

N/A

Claude Guillemot, Deputy CEO

N/A

N/A

N/A

3,097

(4)

N/A

Michel Guillemot, Deputy CEO

N/A

N/A

N/A

3,097

(4)

N/A

Gérard Guillemot, Deputy CEO

N/A

N/A

N/A

3,097

(4)

N/A

Christian Guillemot, Deputy CEO

N/A

N/A

N/A

3,097

(4)

N/A

(1) (3)12/08/21

Number of beneficiaries
Number grantedof which executive corporate managing officers

07/02/20

Opening date

07/02/23

Expiry date
Subscription or purchase price (without discount)(1) (2)07/02/24

07/01/24

06/30/25

07/01/25

France €68.45

France €68.59

World €69.70

World €73.40

World €76.50

07/02/23(1) (2)

25% per year
from 07/01/21

07/02/24(1) (4)04/07/22

12/07/25

04/06/26€77.76€66.9412/08/24

France €69.55
25% per year
from 07/02/20

Terms and conditions of exercise

07/01/21(1) (3)25% per year
from 12/08/21
12/08/24(1) (4)25% per year
from 04/07/22

0

Number of options exercised between allocationand 03/31/24

11,010000Number of options canceled or void since allocation

165,630

66,33750,68439,2850(2)

205,292

10,137

16,3884,009

Number of options outstanding at 03/31/24

154,038(1) For members of the Executive Committee (Plans 42 (see (2) and 46: 2 beneficiaries) and the executive corporate managing officers (Plan 47: 5 beneficiaries), theoptions become exercisable only after the 4th year of the plan(2) Plan 42 (2 members of the Executive Committee) – Board of directors’ meeting of 05/16/23: performance indicators not met → Final allocation: 0%:• 50%: Non-IFRS Group operating income assessed over 3 financial years (tiered acquisition)• 50%: positioning of the Ubisoft TSR compared to the TSR of the NASDAQ Composite Index assessed over 3 years (tiered acquisition)(3) Plan 46 (2 members of the Executive Committee) – Board of directors’ meeting of 10/26/23: 50% of the CSR performance indicator met → Final allocation: 17%:• 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) – Board of directors’ meeting of 02/07/24: CSR performance indicator met → Final allocation: 20% (see 4.2.2):• 60%: positioning of the Ubisoft TSR compared to the TSR of the NASDAQ Composite Index, assessed over 3 years (tiered acquisition)• 20%: growth in MAU assessed over 3 financial years (tiered acquisition)• 20%: increase in the gender diversity of teams (CSR) over 3 financial years (tiered acquisition)

4.2.3.6 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 numberof options
Options granted between April 1, 2023 and March 31, 2024
Options granted during the financial year ended
03/31/24 to the 10 employees other thancorporate officers who received the highest
number of options so granted

Averageweighted price——Complete information for all Group
companies combined

Plan no.
Expiry date——

Options exercised between April 1, 2023 and March 31, 2024
Options exercised during the financial year
ended 03/31/24 by the 10 employees other thancorporate officers who received the highest
number of options so exercised

Averageweighted price——Complete information for all Group
companies combined

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Plan no.
Expiry date

—
—

5
5.1

CONTENTSCORPORATESOCIALRESPONSIBILITY

2CORPORATE SOCIALRESPONSIBILITY GOVERNANCE 126

5.1.1 Ubisoft values and the Corporatesocial responsibility strategy
5.1.2 Organization
5.1.3 Relations with stakeholders

126
126
128

5.1.4 Main CSR topics, risks
and opportunities

128

5.2

OFFERING A CUSTOMIZEDGAMING EXPERIENCE
THAT ENRICHES PLAYERS’LIVES BEYOND PURE
ENTERTAINMENT

5.2.1 Main risks and opportunities
associated with game use
5.2.2 Developing the positive impact ofour games beyond pure entertainment
5.2.3 Offering our players a safe gaming
environment for a positive gaming
experience

5.3

ACTING AS A RESPONSIBLE
EMPLOYER

5.3.1 Risks, opportunities and perspectives
on our talent
5.3.2 Attract, retain and engage the besttalent5.3.3 Guaranteeing a safe, inclusive
and respectful working environment

133

136

5.6

141
146

5.4

151
151

151

152

ETHICAL BUSINESSMANAGEMENT

5.6.1 Duty of care plan
5.6.2 Responsible purchasing approach
5.6.3 Preventing tax evasion

5.7

5.7.1
5.7.2
5.7.3
5.7.4

140
140

OPTIMIZING OURENVIRONMENTAL IMPACT

5.5.1 Risks related to the environment
5.5.2 Ubisoft’s environmental commitment
5.5.3 Ubisoft’s environmental impact
in 2023
5.5.4 Inspire positively

133

150

5.4.1 Risk and opportunities of the Group's
societal contribution
5.4.2 Ubisoft is committed to contributing
to a more sustainable and inclusive
society
5.4.3 Ubisoft promotes access to culture,entertainment and technology foreveryone
5.4.4 Ubisoft supports sustainable &inclusive growth within the video
game industry
5.4.5 Ubisoft creates educational
opportunities to develop professional
digital skills for young people fromdiverse backgrounds and women

5.5

133

5.3.4 Future of work

SOCIETAL CONTRIBUTION

1

5.7.5

5.7.6
5.7.7
5.7.8

5.8

METHODOLOGY NOTEON EMPLOYEE-RELATED,ENVIRONMENTAL AND
SOCIETAL REPORTING

Indicator framework
Reporting period
Scope of reporting
Change in method/conditions
compared with the previous
financial year
Indicators deemed irrelevant by theGroup and not subject to a specificdevelopment in the DPEF
Reporting principle
Methodological clarificationof indicators
Methodological limits of the indicators

REPORT OF THE INDEPENDENTTHIRD-PARTY ORGANIZATIONON THE VERIFICATION OF
CONSOLIDATEDNON-FINANCIALPERFORMANCE STATEMENTINCLUDED IN
THE MANAGEMENT REPORT

157

3

157
157
158
166

4

168

168
172
172

5

173
173
173
173

6

173

7

174
174

8

175
176

9
177

153

156

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

125

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u Corporate social responsibility governance

5.1

CORPORATE SOCIAL RESPONSIBILITY GOVERNANCE

5.1.1

UBISOFT VALUES AND THE CORPORATE SOCIAL RESPONSIBILITYSTRATEGY

In 2021, Ubisoft committed to a CSR approach centered on theGroup's purpose, aimed at aligning the Group's global strategy
with its purpose and values in order to develop a positive andsustainable impact on its stakeholders, both internal and external.
In 2023, the updating of the materiality matrix enabled the Group's
CSR strategy to be enriched by highlighting material issues.
Our mission at Ubisoft is to enrich gamers' lives by creating
exceptional gaming experiences that deliver value beyond
entertainment. As such, we believe in the transformative powerof games to inspire, develop skills and learning, experience andconnect people around the world. As a creative company, our key
challenges are our players and our employees, because you can't
create great games without teams that are motivated and happyin their work. In addition to these key issues, we also want tocontribute to the ecological transition.
We have therefore built our CSR strategy on the following pillars,
which are essential to the fulfillment of our mission:■ Foster a creative work environment: We are committed tobuild a fertile work environment in which the creative potentialof our teams can flourish. Our initiatives, focused onpreserving physical and mental health, respecting the balance
between professional and private life, and encouraging
constructive dialogue, aim to enable our teams to thrive bothprofessionally and personally. Creation is enriched by diversity,
which is why it is important that everyone in our teams cancontribute to this diversity and their own individuality, while atthe same time being part of a common project and a collective
effort that brings us together. Our environment is constantly
evolving, and we need to train our teams to enable them todevelop the skills and knowledge they need to stay at the
cutting edge of technological advances and player trends andadapt to evolutions in our industry. We encourage
constructive discussion through active listening and therespectful exchange of ideas within our teams, fostering anenvironment where different points of view are not only
welcomed, but celebrated. Building a positive social dialogue,

5.1.2

The Purpose team is supported by a number of dedicated teams
within the Group, including:■ The Diversity, Inclusion and Accessibility Department, whichis also in charge of patronage / charity activities and local
anchorage;■ The Impact – Sustainability team, which manages the Group's
environmental strategy and related initiatives;■ Human Resources teams for all issues relating to our teams;■ The departments responsible for players protection;■ And finally, the Impact team, which is responsible forassessing, monitoring and measuring the performance of all of
Ubisoft's CSR activities.

(2)

126

■ Providing positive gaming experiences for our players:
The safety and well being of our players is our priority, and we
do everything we can to protect their data, provide safe andenjoyable gaming environments and guarantee responsible
monetization mechanisms. Our commitment goes beyond
entertainment; we aim to add value through original content
and imaginary worlds that resonate with real-world issues andand keep up with the trends of our times. By creating
stimulating and educational content, we empower players tobetter understand the world and find ways to take positive
action. Innovation is at the heart of our approach, inviting us topush the boundaries and explore new possibilities. At thesame time, we maintain an ethical perspective in thedevelopment and implementation of new technologies. Byprioritizing ethical principles such as user privacy, data security
and fair play, we strive to innovate responsibly, ensuring that
our technology enhances the gaming experience while
respecting the rights and well being of our audience.
■ Contributing to the challenges of the ecological transition:
We are determined to reduce the environmental impact of ouractivities and our ecosystem. We are committed todecarbonizing our activities by implementing energy-efficient
practices and promoting sustainable production methods.
Beyond this, we are aware of the power of our content interms of raising awareness of the challenges of the ecologicaltransition and inspiring people to take positive action. We arenow exploring how the stories, worlds and game experiences
we create can help to open our players' eyes to these issues
and develop their power to act.
These three pillars lay the foundations for the practical andoperational implementation of our CSR strategy, our raison d'êtreand our values in all our activities, from editorial strategy tomanagerial and organizational philosophy.

ORGANIZATION

Operational management of sustainable development within
Ubisoft is entrusted to the Purpose function, which is
responsible for developing, coordinating and/or steering all
activities and projects carried out by the Group in response to themain material issues identified.

(1)

a culture of mutual understanding, empathy and collective
growth is essential and helps to strengthen the creative andinnovative potential of our teams.

The Corporate Social Responsibility (CSR) Committee was set upby the Board of directors in 2018. Its role is to examine theGroup's CSR strategy and action plan and, if it deems
appropriate, to propose recommendations in this regard. It also
checks the information to be included in the Universal
Registration Document on CSR, which is submitted to the Boardof directors in accordance with the laws and regulations in force.
The operation, organization and role of the CSR Committee(see 4.1.2.4) are set out in an appendix to the Board of directors'
internal rules (see 4.1.2.1).
For the 2023-24 financial year, as in previous years, the CSR
Committee proposed non-financial “CSR” performance indicators
as part of the annual variable compensation of the Chairman andChief Executive Officer and the multi-annual variable
compensation (LTI) (1) of all the executive corporate managing
officers for the 2025/2026 financial year, indexed to theachievement of CSR targets defined being the Group’s
priorities (2). The other topics addressed by the CSR Committee
during financial year 2023-24 are presented in section 4.1.2.4.

Grant of instruments such as performance shares or share purchase and/or subscription option plans
See section 4.2 Compensation for corporate officers

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

CORPORATE SOCIAL RESPONSIBILITY
Corporate social responsibility governance t

5

The proposed criteria are summarized in the table below. The priority issues are thus covered and continuously monitored over time.
CSR criterion in
the compensationof the CEO
Sub-indicators

Playerprotection

Reference for details

Protect players’ personal data by
reinforcing their means of control
over the use of their data beyond
the scope of 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 implementationof a protection program for young
players for free games (FTP) witha 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 experience2

DPEF FY21 – 4.2 Compensationof corporate officers
DPEF FY21 – 5.3.2 Offering ourplayers a safe gaming environment
for a positive experience

3

Respect and qualityof life at work

Implementation of an “age gate”
March 31, 2021
on new mobile games for which
the target audience is minors, withthe aim of protecting them bydeactivating certain functionalities
by default.
Action plan consisting of threemajor areas: listening to teams,
training managers and teammembers in “respect at work”
and assessing team members’
exemplary behavior.

1

March 31, 2022 DPEF FY21 – 4.2 Compensationof corporate officers
DPEF FY21 – 5.4.3 Guaranteeinga respectful and safe working
environment for all

4

Team well-being is measured
March 31, 2023
through three dimensions includedin the Group’s annual engagement
survey carried out with theassistance of an external partner.
The three dimensions chosen forthis indicator are engagement,
diversity & inclusion, and respect.

5

Increase gender
diversity

Reach 24% women on the teams.

March 31, 2023 DPEF FY21 – 4.2 Compensationof corporate officers
DPEF FY21 – 5.4.2.1 Strengthening
diversity and inclusion on our teams

Employeeengagement

Achieve a score of +1.5 points
compared to the FY23 survey
score.

March 31, 2024 DPEF FY23 – 4.2 Compensationof corporate officers

Respect andemployeeengagement

Achieve an average score of morethan two-thirds of a pointcompared with the FY24 survey
score, while maintaining its
positioning in relation to theevolution of the market score.

March 31, 2025 DPEF FY24 – 4.2 Compensationof corporate officers

Reduction of carbon intensity
per employee by 8.8% comparedwith 2019.
Reduction of carbon intensity
per employee by 10.8% comparedwith 2019.

December 31,
2023

Reduce Scope 1 and 2 emissions
by 25% compared to calendar
year 2020.
Ensure that two-thirds of our
suppliers (in expenses) arecommitted to a Science-Basedcarbon reduction trajectory.

October 31,
2026

DPEF FY23 – 4.2 Compensationof corporate officers

Reduce Scope 1 and 2 emissions
by 29% compared to calendar
year 2020.

October 31,
2027

DPEF FY24 – 4.2 Compensationof corporate officers

Reduction in carbon
intensity

Optimizing theenvironmental
impactTargetGDPR

Protection of young
players on mobile

Acting asa responsible
employer

Targetassessment
year

Achieve the progress
objectives definedin line with its
commitment to
the Science Based
Targets initiative

6
7
8

December 31,
2024

DPEF FY21 – 4.2 Compensationof corporate officers
DPEF FY21 – 5.6.2 Ubisoft’scommitment to carbon neutrality

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

9

127

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u Corporate social responsibility governance

5.1.3

RELATIONS WITH STAKEHOLDERSThe Group considers all people and organizations directly or
indirectly affected by the Company’s business activities to be
stakeholders.
Through stakeholder dialog, Ubisoft is able to obtain important
information about its environment and the impact of its activities.
The Group can thus improve its understanding and meet the
Stakeholder

expectations and interests of its stakeholders, and identify issues
where it needs to strengthen its commitment.
Ubisoft maintains constant dialog with its stakeholders andestablishes lasting relationships that respect the interests ofeveryone. The main forms of dialogue with these stakeholders
are as follows:

Methods of dialog■ Online communication (for online games)■ Consumer get-togethers (focus groups)■ Publication of information about our products

Customers■ Networking events during promotional tours or industry events■ eSport tournaments (Six Invitational), Just Dance® Olympic Partnership■ Ubisoft club, star players program■ Buyer/supplier meetings

Suppliers■ Supplier selection process

Shareholders and investors■ Conferences for the presentation of results, meetings and plenary sessions■ Group and local satisfaction surveys on well-being at work

Employees■ Dialog with employee representation bodies (if applicable under local regulations)

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.)■ Organization of Group-level Exec Talks and local townhalls

State, public organizations, etc.

5.1.4

■ Participation in working groups on the challenges facing our industry■ Local meetings with town councils or local government entities

MAIN CSR TOPICS, RISKS AND OPPORTUNITIESThe materiality analysis is a central element in defining Ubisoft's
commitment to CSR. Over the years, this exercise has enabled theGroup to identify the social, environmental and governance topics
on which to focus its commitment to sustainable development.
In 2023, Ubisoft has decided to update and develop its materiality
matrix by carrying out an initial double materiality exercise,embarking on a path of alignment with the requirements of the
future European CSRD (Corporate Sustainability Reporting
Directive) standard. This new vision of materiality makes it
possible to understand, on the one hand, the impact of eachmaterial theme on the company's economic performance(financial materiality) and, on the other hand, to gain an insight
into Ubisoft's capacity to positively or negatively influence thevarious topics through its own activities (impact materiality).
To carry out this exercise, Ubisoft called on a specialist
consultancy firm, which identified 20 CSR topics relevant to theGroup, as well as the associated impacts, risks and opportunities.

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

These topics were then assessed by management and internaland external stakeholders, including:■ the Chairman and Chief Executive Officer and the Executive
Committee were consulted on financial materiality and gave
their opinion on the basis of the financial risks andopportunities associated with each theme;■ a group of experts from within and outside the company
assessed the materiality of the impact, taking into account thepositive and negative impacts identified for each topic.
For each topic, respondents were asked to assess the scale,scope and remediability of the associated impacts, risks andopportunities. The results of the ratings were consolidated in a
double materiality matrix which plots impact materiality on thevertical axis and financial materiality on the horizontal axis.
Ubisoft's final double materiality matrix, presented below, hasbeen approved by the Group's Executive Committee.

CONTENTS

CORPORATE SOCIAL RESPONSIBILITY
Corporate social responsibility governance t

5

MATERIALITY MATRIX12

MATERIAL TOPICS

Well-being
at work andrespect of theemployees

Health and protectionof the players

Ethical use of new technologies(AI, Web 3, etc.)

10

IMPACT MATERIALITY

Players' awarenessof the ecological transition

IMPORTANT TOPICS

Developing ofplayers' skills

6

4

Local anchorage/
contribution

Innovation & original
cultural production
Eco-design and life
cycles of the games
and infrastructures

Employeedevelopment

Game accessibility
8

Corporate culture andemployee commitment

Diversityand inclusion

Representation of society
in video games

Cybersecurity
and personal dataprotection

1

Responsible
monetization

Climate change

2Social dialogue

Responsible
procurement
Business
ethics3

TOPICS TO BE MONITORED

4
Biodiversity

2

5
0

2

4

Players

6

FINANCIAL MATERIALITY
Environment

The results of the double materiality analysis reinforce the basisof the CSR strategy defined by the Group, underlining the
preponderance of topics relating to players and teams, as well as
the constant attention required by environmental topics. The
double materiality matrix has clearly identified 13 material topics
for the Group, both in financial terms and in terms of impact.
The topics of raising players' awareness of the ecologicaltransition, social dialogue, developing players' skills, businessethics, responsible procurement and local anchorage did notexceed the materiality threshold defined by Ubisoft as part of theGovernance

8

10

12

6

Team

double materiality exercise. However, these are important topics
to which the Group pays constant attention and which remaincovered in this document. The topic of biodiversity was assessedas part of the double materiality analysis, but to date no impact,risk or opportunity has emerged that the Group considers material.

7

In addition to the double materiality matrix, the risks andopportunities associated with each material challenge, whichwere identified and assessed during the course of the business,are detailed in the table below.

8
9

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MATERIAL CSR ISSUES FOR UBISOFT AND ASSOCIATED RISKS
TopicsHealth and protectionof the players

Players

Innovation and original
cultural production

Associated risks
and opportunities

Risks:■ Fraudulent alterationof players' “Game Play”
experience■ Harassment that candegrade the gaming
experience■ Causing offense■ Inappropriate behaviors
in online communities
Opportunities:■ Being perceived as a major
player in the fight against
inappropriate behaviors
in online games■ To be recognized as apublisher offering a safe
gaming environment
for minors
Risks:■ Loss of appeal for ourgames
Opportunities:■ Reputational benefits■ Attraction and retentionof new players
Risks:■ Reputational impact of poor
accessibility in our games

Game accessibility

Representation of society
in video games

Responsible monetization

Opportunities:■ Reputational benefits■ Attraction and retentionof new players
Risks:■ Reputational linked
to a representation of thesociety that does not reflectreality
Opportunities:■ Reputational benefits■ Attraction and retentionof new players
Risks:■ Distorting the gaming
experience■ Reputational
Opportunities:■ Positive reputational impact■ Attracting new players

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Commitments

Reference

Ensuring a safe gaming
environment for players.
Protecting young players
and offering them anage-appropriate gaming
experience

3.1 & 5.2

Providing a positive andoriginal gaming experience

5.2

To offer a positive and lasting
gaming experience to allplayers, whatever their
physical or mental condition

5.2

Promoting inclusion
in our games

5.2

Applying monetization andengagement policies that
respect the player experienceand are sustainable in thelong term

5.2

CONTENTS

CORPORATE SOCIAL RESPONSIBILITY
Corporate social responsibility governance t

TopicsWell-being at work andrespect of the employees

Associated risks
and opportunities

Risks:■ Talent departure■ Affecting Ubisoft’s appeal
in a highly competitive
sector■ Inappropriate behavior
Opportunities:■ Making our work
environment a factor in
attracting and retaining
talentRisks:■ Lack of employer appeal■ Turnover within the teams■ Inappropriate behaviors

Team

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 andinnovation
Risks:■ Loss of know-how,experience andprofessionalism

Employee development

Corporate culture andemployee commitment

Opportunities:■ Ensuring team members
have cutting-edge skills
throughout their career■ Retaining talent
Risks:■ Gap between employees'
expectations and thecompany's values, leading
to a loss of trust andcommitment
Opportunities:■ Making our corporate culturea factor in attracting andretaining talentCommitments

Reference

Guaranteeing a respectful
and safe working
environment for all

3.1 & 5.3

51

Ubisoft encourages diversity
and inclusion within its teams
with a view to creatinga healthy and inclusive
working environment andencouraging creativity
through diverse perspectives

2
5.3

3
4

Training teams to ensure
employee have key skills
for their future careers

3.1 & 5.3

56Developing a strong
corporate culture that fosters
commitment and well-being
at work

5.3

7
8
9

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CONTENTSCORPORATE SOCIAL RESPONSIBILITY
u Corporate social responsibility governance

Topics

Associated risks
and opportunities

Risks:■ Fraud■ HackingGovernance

Cybersecurity and personal
data protection

Opportunities:■ Being recognized as apublisher that prioritizes dataprotection in its strategy■ Earning the trust of players
and attract new players
Risks:■ Reputational

Ethical use of newtechnologies

Opportunities:■ Differentiation andreputational gain
■ Integration of technologicaldevelopments to improvethe experience of players
Risks:■ Impact of climate hazards■ Growing scarcity of certain
metals used in theconstruction of consoles
and PCs■ Constraints linked to theenergy transition on certain
energy-intensive games

Environment

ClimatechangeEco-design and life cycleof the games andinfrastructures

132

Opportunities:■ Establishing a leadership
position to reduce ourcarbon impact in the video
game industry■ Attracting new investors
through our environmental
commitment■ Attracting new employees
committed to theenvironmental cause
Risks:■ Reputation linked to the lowtech development of ourgames
Opportunities:■ Reputational gain fromreducing the carbon footprintof games use

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Commitments

Reference

Ensuring the responsible
and transparent collection
and use of
personal data

5.2

Exploring new technologies
to enhance the experienceof its players and to create
games that feature neverbefore-seen gameplay

5.2

Ubisoft is committed
to contributing to carbon
neutrality

5.5

Contributing to decarbonize
the video games industry

5.5

CONTENTS

CORPORATE SOCIAL RESPONSIBILITY

Offering a customized gaming experience that enriches players’ lives beyond pure entertainment t

5.2

OFFERING A CUSTOMIZED GAMING EXPERIENCE
THAT ENRICHES PLAYERS’ LIVES BEYOND PURE
ENTERTAINMENT

5.2.1

MAIN RISKS AND OPPORTUNITIES ASSOCIATED WITH GAME USE

The topics of data protection, protection of the players
themselves, their physical and psychological health and the useof responsible monetization mechanisms are central to thedevelopment and distribution of video games. The representationof society, accessibility in games and topics related to innovationand the use of new technologies are also key issues for ourbusiness. In the current context, Ubisoft needs to anticipate andrespond to these issues, which will have an impact on theexperience of its players. These may give rise to new risks andopportunities with positive or negative impacts on its activities.
With regard to the protection of personal data, despite all the
precautions adopted by Ubisoft and a very strong desire toprotect players, its partners and its employees, the risks inherent
in the collection and processing of personal data do exist. In
particular, the risks of fraud, hacking or security breaches incomputer systems may result in the loss and/or theft ofconfidential data and give rise to legal action by those involved.
Furthermore, the importance the Group attaches to theprotection of personal data has enabled Ubisoft to gain the trustof its players and to be recognized as a publisher that places dataprotection at the heart of its strategy.
As part of its efforts to protect players, the management of online
toxicity is a key focus for the Group. The development of
Ubisoft's online activities and the success of its multiplayer titles
are also accompanied by a sharp rise in toxicity. These behaviors
lead to a risk of fraudulent alteration of players' “Game Play”
experience due to cheating behavior, but also present anincreased risk of harassment between players and significant
degradation of the gaming experience. By proactively addressingthese issues, Ubisoft can position itself as an innovative leader inthe fight against inappropriate behaviors in games.
In addition to the risks associated with toxicity online, there isalso the topic of protecting minors. The video game market is
aimed at a very broad and heterogeneous audience, which
includes underage players. As a developer and distributor of video
games, Ubisoft faces the risk of exposing these players toinappropriate content or game mechanics that are likely to offend
their sensibilities. In addition, many games include an element ofcollaboration and communication with other players online.

5

Ubisoft is therefore required to develop appropriate tools toprotect its underage players from toxicity and inappropriate
behaviors in its online communities and to provide information on
the content and mechanics of games that may affect them. In
this context, Ubisoft has the opportunity to position itself as apublisher that offers a safe gaming environment for minors.

1

The use of inappropriate monetization strategies can run therisk of distorting the gaming experience and deeply damaging
companies' reputations. Over the past year, the video games
industry in particular has come under media and regulatory
pressure linked to the issue of monetization in products. This
gives Ubisoft the opportunity to position itself as a responsible
player through its monetization strategy.

2

In terms of content, gamers expect games to offer an accurate
and respectful representation of the society. It is therefore
imperative for the Group to carefully manage issues of diversity
and inclusion in video games, which if not, can generate
reputational risks, even though they offer vast opportunities forretaining players and attracting new ones.

3
4

Another increasingly important topic is accessibility in video
games. The entire industry is being called upon to research andintegrate new solutions into its products to enable anyone toplay, regardless of their physical or psychological condition.
Ubisoft's efforts over the years on this issue have resulted ingreater inclusivity, alleviating the loss of gamer confidence
associated with a lack of accessibility in games and thereputational risks involved, and positioning the company as amajor player in the development of innovative accessibility
solutions in the industry.

5
6

The theme of technological innovation also confronts theGroup with new risks and opportunities. In a highly competitiveenvironment such as that of the video games industry, theresearch and development of new technologies used to offer
gamers ever more incredible and immersive experiences areparamount. However, the development of new technologies
must be accompanied by a conscious and responsible use ofthem, so as not to incur significant reputational risks.

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5.2.2 DEVELOPING THE POSITIVE IMPACT OF OUR GAMESBEYOND PURE ENTERTAINMENT
Acquisition of knowledge and skills

As a video game publisher, offering a positive gaming experienceis a key challenge that forms part of our vision for society. Ubisoft
strives to offer increasingly inclusive games that enable players toacquire knowledge and skills beyond pure entertainment andexpress their creativity in our virtual worlds.
To address this challenge,Ubisoft develops its products with thefirm belief that, in addition to providing a fun and emotional
experience, games can positively inspire and enrich players’ lives.
To make this commitment a reality, Ubisoft has integrated

experts in this field within its production teams. Thanks to them,
prototypes are created, and 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 increasing positive impacts throughgaming. However, this integration decision belongs to eachproduction team and has to be consistent with the world selectedby the team.

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Over the years, Ubisoft has developed games that encourage thediscovery of history (ancient Egypt in Assassin's Creed Origins,ancient Greece in Odyssey, Viking England in Valhalla, themedieval Middle East in Mirage), the learning of new skills (guitar
with Rocksmith+, programming with The Rabbids Coding!),socializing and leadership development (team-based online
games like Rainbow Six Siege) or physical activity (dancing with
Just Dance).
One example of this combination of fun, emotion and the ability
to positively inspire players is Assassin's Creed Mirage. Set in
Baghdad, the game explores the Abbasid Caliphate in the
9th century, a golden age not only for Islam, but also for the arts,
sciences, culture, poetry, architecture and many other aspects ofMuslim society. Ubisoft has succeeded in creating an immersive,
authentic experience, reconstructing the city and the game world
down to the finest detail, using archives, original plans, and therigorous work of historians and experts involved in the projectright from the first stages of development. In addition, the 66page in-game encyclopedia offers an informative and entertaining
discovery experience, unlocking articles on the economy, daily lifeand local beliefs, the government, art and science, and judicial life
as you progress through the game. For an even more complete
immersion, visuals from partner museums and organizations havebeen used, such as The David Collection in Copenhagen, theInstitut du Monde Arabe in Paris, The Khalili Collections and theShangri La Museum of Islamic Art, Culture and Design in
Honolulu.

Exploring new technologies
to enhance our players' experience

Ubisoft has consistently pushed the boundaries of technology toenhance the experience of its players and to create games thatfeature the never-before-seen. Whether it's taking advantage of
new equipment or applying cutting-edge research, pioneeringpromising innovations is part of what makes us unique.
To fully promote research and innovation, the La Forgedepartment has been linking video game production anduniversity research since 2016, in order to combine Ubisoft's
resources with the expertise of academic researchers. The teams
at La Forge therefore help to accelerate research thanks to theirexpertise and ability to create and deliver prototypes, while also
being able to draw on the latest academic advances in the field todevelop new technologies. Thanks to this commitment, Ubisoft
has become a benchmark for R&D in the video game industry,
with more than 100 prototypes, 57 of which have already been
integrated into production technologies, and more than 25 major
scientific publications.
Over the course of the year, the work carried out by the La Forgedepartment as well as within the games of the various Ubisoft
studios has enabled the group to develop and test major new
technologies capable of creating a more immersive gaming
experience on the one hand, and providing our development
teams with new tools to simplify and optimize their work on theother. Three innovations stand out this year: the Ghostwriter tool,
the NEO NPC prototype and the Defender AI playlist feature in
Rainbow Six Siege.

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24■ “Ghostwriter” is a tool designed to create the first drafts of“Barks” (brief lines or sounds made by Non-Player Charactersin reaction to an event) in increasingly ambitious games,
offering immersion in crowds of NPCs. Using Machine
Learning, Ghostwriter can generate a selection of Barks variantsfrom which scriptwriters can choose and then freely modify tosuit their needs. The tool enables scriptwriters to increase thescope of their games and be more ambitious in their narrative
objectives, while retaining total control over their work.
■ Another innovation was the NEO NPC prototype. Developedby a team of Ubisoft Paris engineers and scriptwriters, incollaboration with Nvidia and its Audio2Face tool and theInWorld AI platform, this prototype uses Generative Artificial
Intelligence to explore the potential for interaction between
players and NPCs, without compromising the authenticity ofthe situation in which they find themselves or the character of
the advanced NPC itself. In practice, the AI does not create
the characters. It's the scriptwriters who model thefoundations of their character, backstory and conversational
style, then continue to evolve them once the language
learning model starts improvising dialogue. The aim behind
this first concrete achievement is to study how Artificial
Intelligence could best be integrated into our games toimprove our creative processes and, above all, enrich thegaming experience for players.
■ Finally, it's worth mentioning the “Defender AI playlist”
feature introduced in Rainbow Six Siege. Using Machine
Learning, the game's production team, in collaboration with
Ubisoft La Forge, has created AI-generated robots that canbehave like real players. This new feature will allow ourplayers to practise playing against the Operators (Rainbow Six
Siege characters), test different strategies and hone theirknowledge of the game's maps.
As the various innovations presented underline, the past year has
been characterised by an acceleration in the maturity andadoption of technologies based on artificial intelligence andgenerative artificial intelligence tools.
In order to accelerate the deployment of generative AI with a
responsible approach, Ubisoft has developed an “Experimentation
Framework” with a group of employees working in creation anddevelopment, to create guidelines for the use of generative Artificial
Intelligence and disseminate them internally. This Framework
applies to different types of tools and use cases, and also contains
information on the safety, societal impact and environmental
consequences of using Generative Artificial Intelligence.
In line with this approach, for example, the Neo NPC prototype isbeing co-constructed through various test phases by around ahundred players and Ubisoft employees, with the aim of ensuringthat the interests of players and production teams are respected.

Empower our development teams
to be inclusive by design

Ubisoft is committed to promoting inclusion in its games, from theworlds we create to the stories we tell, to the characters we
represent. This commitment drives us every day to encourage andempower our teams to work by the principle of inclusion by design.

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To support this effort in 2022, the Global Diversity, Inclusion andAccessibility Department set up an Inclusive Games and Content
team. This team works closely with Top Management and the
Global Creative Office on strategy and objectives, but also
operationally with the development teams, the teams in chargeof brands and marketing, and the communication teams. With abroad portfolio of brands and projects, each with different needs,
the Inclusive Games and Content team has been tasked with
providing these different teams with support tailored to thespecific needs of their projects. This support can take the form of
regular contact points, recommendations, sharing of bestpractices, and collaborations with scholars and experts on
inclusion. Moreover, developers have access to an internal guideon how to Develop Inclusive Games which gathers best practices
and recommendations to help development teams featureauthentic worlds and stories.
Development teams have also access to the Content Review
Group platform enabling them to analyze the content of theirgames through the lens of Diversity and Inclusion. Indeed, thanks
to this platform, developers have the possibility to receive
feedback from an anonymous group of Ubisoft employees
representing diverse backgrounds and job functions worldwide,
who volunteered to offer inputs based on their lived experiences.
Since its creation in 2021, the Content Review Group has
conducted 270 reviews of assets.
Thanks to these resources and the Group's internal organization,
Ubisoft was able to achieve important results concerning thediversity and inclusion of its games during the year. Assassin’s
Creed Mirage, launched in October 2023, showcases the worldof Baghdad and offers full Arabic dubbing which was positively
received by both players and the media. Thanks to that, the gamewon the Pegasus Audience Award and the Best Arabic
Localization at the True Gaming Awards and the Arab GamesAwards. An incredible work of localization has also been madewith the release of Prince of Persia: The Lost Crown, whichbecame one of the only games in the industry to offer Farsi
dubbing.
Rainbow Six Siege continues to offer players a wide variety ofagents (more than 70 playable characters) of various ethnic
origins, nearly half of whom are female avatars.
We will continue our efforts to enrich player's lives by offering
more possibilities to all our players to get immersed into ourworlds.

Developing game accessibility
for persons with disabilities

Ubisoft has undertaken since 2017 to promote accessibility tooffer a lasting, positive gaming experience for all, irrespective of
their physical or mental condition. This commitment is embodied
in a solid Group-wide strategy, based on the integration ofaccessibility into the development and validation processes ofgame content, through an “Accessibility by Design” approach.
Thanks to this vision, accessibility has become an essential andpredominant criterion for our games.
To best implement this strategy, Ubisoft relies on the
Accessibility team, which is part of the Global Diversity, Inclusion
and Accessibility Department. The central positioning of this teamallows it to work closely with Top Management and demonstrate
the company’s determination to make accessibility a top priority.
The Accessibility team, consisting mainly of persons withdisabilities, aims to provide all Group teams with cross-functional
support in order to make the user experience accessible from5start to finish. To strengthen its commitment, the Accessibility
team added an Accessibility Design Specialist and a new ProjectManager during the year.
In order to develop games accessible to all, the teams working on
the design and development of our products need proper training.
Ubisoft has invested for several years in accessibility training and in
the development of tools to help our developers work inaccordance with the “Accessibility by Design” principle. In addition
to training courses, the Ubisoft teams constantly participate innumerous workshops with players with disabilities, with the aim ofbetter understanding their needs and taking their comments into
account from the early stages of product development.
Furthermore, the Ubisoft studios are continuing to work withassociations 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 team awarenessof their needs and work together with them on the design ofupcoming games by inviting them to take part in user tests.

1
2

On the technical front, Ubisoft actively works with game engines
and external tools developers to search for solutions in order tofacilitate the integration of accessibility-related features. By
integrating such features directly into the tools, Ubisoft gains
efficiency and produces increasingly accessible games for playerswith disabilities.

3

Ubisoft has also developed a set of internal standards over theyears to assess the accessibility level of each game. Thesestandards are inspired by assessment systems put in place bygroups of players with disabilities. Using this tool, Ubisoft games
are assessed on a scale ranging from “basic” (ability to play thegame, even without access to all of its functionalities, for a player
with disabilities) to “exceptional” (ability to play it fully like anyother player), via “intermediate” and “advanced” depending on
the type of disability (motor, cognitive, visual, auditory).

4
5

Finally, the Group set up a page dedicated to the accessibility
features of its games on the Customer Support website and on
Ubisoft News, where players can find all the information theyneed to determine if they will be able to play the game before
buying it.

6

All of these actions have enabled Ubisoft not only to comply withthe applicable laws, but also to be recognized in the industry as amajor player in the field of accessibility. In 2019, the Group
achieved compliance with the US Communication and Video
Accessibility Act, aimed at increasing the accessibility ofcommunication services in video games (written, vocal and videochat) for persons with disabilities.

7

As for recognition of its commitment, Ubisoft is regularly
nominated at awards celebrating the progress made inaccessibility in the industry. In 2023, the Ubisoft group washonored at the Game Accessibility Awards with the “Mostdedicated publisher” award. This award is in in addition to theawards received for its AAA games in 2020 (Assassin’s Creed
Valhalla, Watch Dogs Legion and Immortals Fenyx Rising) and
2021 (Far Cry 6) at the “Can I Play That Accessibility Awards”.
Ubisoft's commitment to the accessibility of its games andservices was also highlighted this year with the nomination of
Prince of Persia: The Lost Crown for the inclusion of accessibility
information from the announcement of the game, Ubisoft
Forward for the accessibility of the event and Assassin's Creed
Nexus VR for its default inclusion of settings to takle problems
linked to motion sickness and vertigo.

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In addition to Ubisoft games and events recognized with awards,
so are the teams that work to improve the accessibility of ourgames. Ubisoft’s Accessibility team has been praised for its
expertise on multiple occasions in recent years, including by The
Game Awards: Future Class. In 2023, Stacey Jenkins, Accessibility
Design Specialist at Ubisoft, joined this annual ranking whichhighlights 50 inspiring people for the future of the video gameindustry.At the recent Game Accessibility Awards, Jessica Roache,
Sr Corporate Communications Manager, was recognised in the“MVP award for unsung hero” category for driving accessibility
communications and marketing, setting an example that others in
the industry are now following. Ubisoft Kyiv was also recognizedthrough its nomination in the “Most dedicated studio” category,for developing accessibility features for games across the group's
entire portfolio.
Finally, Ubisoft works with all industry players to spread theculture of accessibility in video games. During the 2023-24
financial year, the Group took part in a number of specialist
conferences on the subject, including A11yTO Gaming (an eventthat celebrates the accessible gaming community), Axe-Con (aprofessional conference bringing together digital industry players
around building, testing and maintaining accessible digital
experiences) and took part in various dedicated interviews, inparticular one for the BBC in partnership with the Children in
Need charity.

Fostering social interaction between
players outside the game and supportingeSport professionals

Playing video games can both strengthen bonds with friends andhelp create new ones through cooperation, competition andsharing. Our teams carries out important theoretical studies andresearch to fuel the creativity of the Ubisoft teams in gaming
mechanisms that encourage collaboration and creation between
players. In addition, community developers organize player

communities, learn more about their needs and ensure a link withthe development teams in order to improve the gaming
experience.
Competitions and tournaments bring players together and fostersocial interaction. Even outside the competitive environment, ouronline multi-player games allow players to continue to interact
with others and keep in touch with their friends all over theworld.
In eSport, Ubisoft continues to develop its international presencewith 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.
Certain players have become professional eSport 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. With
Rainbow Six Siege, we're continuing to develop a healthy andsustainable ecosystem around the game, offering players theopportunity to achieve their full potential. Through their clubs andcontinue to develop the eSport gaming ecosystem to contributeto their professionalization.In February 2024, the Six invitational,
held in Sao Paulo, Brazil, enabled hundreds of thousands ofpeople to watch international teams of these professionals
compete. Broadcast on various streaming platforms, the event
attracted over 521,000 simultaneous viewers for the final.
In addition to the competitions organized by the Group, Ubisoft
has teamed up with the International Dance Federation and the
Olympic Committee to add Just Dance to the list of categories
featured at the first Olympics eSports Series 2023 in Singapore.
This introduction of eSport to the Olympic Games reinforcesa discipline with growing influence around the world. This
inaugural event has strengthened a discipline that is growing in
popularity around the world.

5.2.3 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 the industry’s main professional
associations and stakeholders to identify potential risks
associated with the gaming environment and find solutions thatare shared with the video game industry.

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.
Managing these issues is a priority not only for Ubisoft but for theentire video game industry. However, the rapid evolution of online
communities and the way players interact with each other make it
difficult to find an all-encompassing solution to this challenge.
For this reason, Ubisoft has defined a holistic action strategy
based on three fundamental pillars: prevention, detection andintervention.

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The first pillar in the management of toxic and inappropriate
behavior in online communities is prevention, through theeducation of players on the impact of their behavior, coupled withthe establishment of clear and universal rules.
With this in mind, Ubisoft has defined a Player Code of Conduct,applicable to all of the Group’s multi-player games, detailing therules of conduct to be followed. These rules refer in particular to
the three pillars defined by Ubisoft to guarantee a positive game
experience: Play Fair, Play Safe, Play Nice. In addition, the Codeof Conduct details prohibited behavior and applicable sanctions.
This Code is available on the game and Customer Support
websites. According to a survey conducted in 2023, 75% of
players in our main online multi-player games are aware of theexistence of these codes of conduct and 48% say they have readone of them.
In addition to the Code of Conduct, Ubisoft makes a constanteffort to educate by regularly communicating with players onsocial media, in-game messaging and forums to raise awarenessof the effects of toxicity and the importance of respectful
behavior. Ubisoft is also a partner of the “Raising Good Gamers”
initiative and is since 2022 part of the “Fair Play Alliance”
alongside other players in the video game industry.

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5

FOCUS: THE GOOD GAME PLAYBOOK
Ubisoft is continuing its efforts to create safer spaces in online
games with its brand-new Good Game Playbook, a guidecreated in partnership with Safe In Our World, a mental healthcharity chaired by mental health experts and gaming veteransfocused on promoting positive mental health and educating
players and developers alike to support and encourage bettermental health practices. The playbook aims to inform andsupport both those experiencing toxicity online, as well as those
perpetrating it, to recognize warning signs, cope with anger andnegativity, and practice self-care. The handbook will be provided
to any Ubisoft player reporting others for toxicity, as well as
players who are reported.

In addition to prevention actions, Ubisoft is working on developing
procedures and systems for detecting toxic behaviors online. The
Group uses a variety of technological solutions, such as
automated detection systems and machine learning algorithms,
to track and report potential toxicity cases. Ubisoft has integrated
a “Commendation system” to combat inappropriate in-gamebehavior, while also allowing players to express their gratitude totheir teammates at the end of the game.
Ubisoft also works closely with the online community, experts
and other industry players to identify and address new forms of
toxic behavior, such as hate speech and harassment. For
example, in 2022, Ubisoft and Riot Games joined forces in a newresearch project called Zero Harm in Comms to make online
gaming spaces a healthier environment.
We are aware that, despite all our efforts, it is still possible forplayers to exhibit harmful behavior in our games. When thishappens, we make it a point of honor to take prompt action toprotect our players and the community. Our “Customer Relations
Centers”, located in Europe, North America, and Asia, are always
available to our players, and the “Help” platform available on all
media makes it easier to find information and answers to themost frequently asked questions.
Ubisoft also encourages players to identify and report
inappropriate behaviors immediately so that suitable measures
can be taken (warning, banning, etc.) using the existing sanctions
system. The active collaboration of all players is essential tocreate healthy and positive communities. This is precisely why
Ubisoft is working tirelessly to improve its reporting andbehavioral management systems appropriately. For example,
during the year, the Newcastle Customer Relations Centerlaunched a project in cooperation with the Northumbrian police toaddress the most serious reports of dangerous online interactions
and, in doing so, provide concrete support to players.

The playbook builds upon Ubisoft's efforts to create safer andmore inclusive spaces in their games, having previously
launched the Fair Play Program, an interactive guide to thecauses of and solutions to negative behavior in online games,
available on Ubisoft Connect.
By providing tools and training for developers and players alike,
Ubisoft’s aim is to create a space where people can seek help
and find others with similar experiences, aiding in bothprevention and recovery of players impacted negatively by thoseexperiences.

1

Protect and inform young players
and their families

2

Ubisoft is committed to protecting young players to offer them anage-appropriate gaming experience. This is top priority for
Ubisoft, which is why the Group is committed to continuously
improving protection tools for minors.

3

Ubisoft continues to work on new features for its young players'
accounts. This account’s default setting has no targeted ads ordata sharing and includes the sending to parents of automatic
notifications (related to in-game spending) and activity reports(playing time, friends added, etc.). For mobile games for young
players, an “age gate” is rolled out worldwide to automaticallydisable targeted advertising, data sharing and targeted
promotional offers for minor players.

4

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 bydirectly consulting families about their main concerns.

5
6Moreover, 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 theclear and transparent labeling of video games.

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Prevent risks linked to intensive
video game playing

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 order to better understand the potential effects of intensive
gaming on player health, the Group worked with Université deBordeaux (France) on a thesis focused on this issue. This
collaboration made Ubisoft one of the first publishers to sharedata identified in international scientific literature as critical tobetter understanding the impacts of gaming activity on the livesof players. The goal of the collaboration, carried out from 2019
to 2022, was to:■ identify the psychological and behavioral characteristics ofplayers deemed to be at risk, in order to enable thedevelopment of targeted preventive actions, both in terms of
public health policies and within the games themselves;■ investigate the potential links between intensive gaming,
player quality of life and gaming disorder (4).
The results of this study (5) highlight the central role of motivations
to play as a risk factor associated with players’ difficulties. They
also suggest the existence of other underlying psychological risk
factors, such as personality, which may explain why gaming canbe more disruptive for some individuals compared to others. In
terms of the impact of time spent playing video games, no effectwas highlighted, either with regard to player quality of life or togaming disorder, supporting the important distinction between
healthy and pathological intensive gaming.
These results were corroborated in a study conducted by Oxford
Internet Institute (OII) in collaboration with multiple publishers,
including Ubisoft. The work carried out by the University of
Oxford showed the central role of motivations to play and a lackof effects of time spent playing on well-being. Based on theseresults, Ubisoft is carrying out more in-depth analyses to develop
preventive actions tailored to its audience.

Protecting personal data (6)As a privacy-friendly company, Ubisoft is committed to protecting
the personal data of its team members & players.
Ubisoft keeps on being fully committed to continue implementing
the General Data Protection Regulation (hereinafter “GDPR”) andother regulations governing the processing of personal data suchas the California Consumer Privacy Act (hereinafter “CCPA”) in
California. By establishing the GDPR and its requirements as astandard applied as widely as possible to all of its markets andsubsidiaries, the Group sees this as an opportunity to strengthen
the relationship of trust that it has developed with its players, aswell as with all of its teams around the world.
A dedicated Data Protection Office (DPO) reporting to the Legal
Department partners with data governance and security and risk
management teams to create a strong corporate culture of dataprotection. Together, they work with all operational teams andcompany experts to ensure Group compliance at all levels.

(1)
(2)
(3)
(4)
(5)
(6)

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Ensuring transparency and control for our players

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 made players more
confident about sharing their data, which enables us to improve
our 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 for instance their right to access, amend or delete suchinformation. Moreover, Ubisoft Privacy Policy is provided to its
players before they create a Ubisoft account to access ourservices.
Players with a Ubisoft account can manage their personal data,
directly online. A Privacy Center, recently improved, allows themto define their own privacy and sharing settings, to activate the 2Factor Authentication (2FA) for strengthened account security,
but also to make an automatic request to extract their data
without having to go through customer service. Since theintroduction of an automated data download solution in October
2018, nearly 510,000 players have accessed their data. This
Privacy Center is now bringing together, for the benefit ofplayers, all the elements enabling them to find out about the useof their personal data and to exercise their rights in this area.

Securing personal data thanks to policies,
procedures and robust operational processes

Significant resources are allocated to promote and supportcompliance of both internal and external processes.
Ubisoft provides its employees with several corporate policies,
referred to within the Code of Conduct, which addressconfidentiality and security. These policies undergo regularreview and updates as necessary. Encompassing various aspects
such as data security (including personal data), data accessmanagement, security awareness, and other relevant topics,
these documents comprise more than 40 security-related policies
and standards.
To manage risks and support the security of its customers,
employees, data and physical assets, Ubisoft has a dedicatedSecurity & Risk Management Department (SRM). The
department is organized to identify, protect, detect, respond andrecover from security incidents. Its scope includes Governance,
Risk & Compliance, Identity & Access Management, Security
Awareness & Communications, Security Architecture &Engineering, DevSecOps, Resilience, Physical Security, AntiFraud, Game Security, Vulnerability Management, Security
Operations Center (which includes monitoring & incident
response), Threat Intelligence, Investigation and Ethical Hacking(Red Team).

SELL: Syndicat des Éditeurs de Logiciels de Loisirs (French union of entertainment software publishers)
Interactive Software Federation of Europe
ESA: Entertainment Software Association
According to the World Health Organization (WHO) classification in the 11th edition of the International Classification of Diseases (ICD 11)
Thesis defended on September 29, 2022, https://theses.hal.science/tel-03967575
See 5.6 Duty of Care Plan, “Risks linked to the use by the Group of player and employee personal data”

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The SRM Department uses the NIST cyber security framework(CSF Core, SP 800-53) as a reference to align its cyber security
activities.

Spreading a privacy and security culture
within the GroupIn addition to the policies and processes, Ubisoft has a dedicatedteam part of the SRM Department to raise awareness internallyand help the Group reduce risks by adopting safe and secure
behaviors. To do this, Ubisoft provides continuous outreach andtrainings to all its employees across the globe.
The mandatory Global Security Awareness Training, part of the
Ubisoft Fundamentals program, continued in 2023. All Team
Members are required to undertake and successfully complete
this training. The Global Security Awareness Training covers themost relevant topics related to human risk in our organization,
including Data Security fundamentals such as data leaks,
information disclosure, data classification, data management, as
well as Privacy fundamentals. The training aims to raiseawareness and foster good practices for protecting ourselves andour data from various threats. The training content is updated
every year based on a risk assessment and the latest security
trends. In 2023, 93% of the Group's employees had successfullycompleted the Global Security Awareness Training.
In order to build a strong privacy & security culture, both the SRM
and Data Protection Office actively provide additional
communications,engagement,
andoptional
innovative
reinforcement trainings throughout the year. For example,
privacy-focused video capsules were produced and shared withall Ubisoft employees. These videos use everyday situations to
help team members understand the GDPR and the rightbehaviors to adopt. A video game called “Broken Principles” wasalso developed internally and then made available to all Ubisoft
team members to raise their awareness of these same issues ina fun and innovative way. In 2023, the SRM team offered all
employees the possibility to experience a virtual escape game toimpersonate a malicious person/threat actor and understand how
an organization's IT infrastructure can be penetrated whenemployees’ security practices are weak.

Strengthening incident management
The Security Operations Center (SOC), part of the SRM
Department, with its security Incident Response Team, monitors
alerts, identifies and triage potential issues, and handles security
incidents to ensure their complete resolution. The SOC not only
oversees incident handling but also collaborates closely with all
relevant internal teams, ensuring a coordinated andcomprehensive response to security incidents.
The Resilience team provides a framework and develops thetools, training, and continuous support to simplify decision-making
during disasters, crises, or other unplanned major disruptions
potentially affecting our “stuff, staff, sites, suppliers or systems”
The resilience program covers business continuity, disasterrecovery and crisis management.

5

Incident report channels and the incident management processes
are accessible internally for all Ubisoft employees via the Ubisoft
intranet and their accessibility are emphasized through thedifferent awareness communications, such as the Ubisoft
Fundamentals program or punctual communications.

Ensuring compliance with regulatory
development

In order to continue aligning its data management and privacy
practices with regulatory developments, the Group regularly
takes part to meetings and consultations organized by privacy
regulators around the world. In particular, in 2023, Ubisoft met
with the Commission Nationale de l’Informatique et des Libertés(French National Commission for Information Technology and
Liberties) in France (CNIL) and the Information Commissioner’s
Office in the United Kingdom (ICO).

1

Monetizing our games responsibly

2

Ubisoft’s monetization strategy aims to enrich the gaming
experience for players by taking into account two main pillars –optionality and fairness – in all genres. This balancing act aims
towards keeping the player community unified while giving
players a variety of opportunities to engage, for example, toexpress themselves, to support the game they love or to makegifts to their friends who do. An extensive and constantly
evolving quality control process, based on the application of bestpractices identified as well as legal recommendations, enables
the development teams to design monetization strategies thatguarantee compliance and address regulatory issues. This
process is an integral part of development oversight and gives
rise to a detailed and objective assessment at different stages ofa game’s development. 100% of the HD projects developed by
Ubisoft comply with the Group's best practices andcommitments in terms of fair monetization. Lastly, to guarantee
natural integration into the game, the monetization strategy is
specifically adapted to each game. The scope of this strategy
differs depending on the business model of the game:3
4
5■ Paid Games: these games offer a rewarding gaming
experience and considerable playing time; but some paid
games promise a long-term experience with constantly
evolving content to meet player expectations and keep themengaged (Live games). These types of games can offer a wide
variety of systems designed fairly and generously. By default,
players can obtain most of these offers simply by playing thegame. The basic experience of the game remains exhaustive
and additional purchases in the game are intended to further
personalize the experience (e.g. cosmetics) or to expand
game variations (e.g. different equipment/character);

6
7■ Free-to-play games: When players are not required to make an
up-front payment, we have to adapt our monetization strategy.
These adjustments may vary and must be consistent with thegenre and design of the game to make the initial investment
profitable. In general, several monetization offers and systems
are considered in order to give players a choice and adapt totheir preferences (Battlepass, time saving, consumables,
cosmetics, etc.).

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5.3

ACTING AS A RESPONSIBLE EMPLOYER

5.3.1

RISKS, OPPORTUNITIES AND PERSPECTIVES ON OUR TALENT

Departure of key talent

Identification and description of the risk

Should a top management position become suddenly vacant,including the Chairman, Chief Executive Officer and Executive VicePresidents, further to an unforeseen event (accident, sickness,
death, etc.) or an event insufficiently planned, the Group could
experience an impact in relation to the manner in which it makes
operational and strategic decisions.
Similarly, the sudden departure of members of the games coreteams could be damaging for the Group’s development and could
have a significant impact on its editorial policy.

Potential impacts on the GroupTop management or core teams members’ departures could
have consequences, including:■ 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 of urgency.

Risk mitigation and control

The Nomination, Compensation and Governance Committee setsout any recommendations relating to the succession plan forcorporate officers, in particular in the event of unforeseenvacancies. It is kept informed about the succession plan relating
to members of the Group’s Executive Committee.
In addition,the Group began to implement a succession plan for
key talent in order to have a pool of talent available to enable it toreduce the impact of any unanticipated departures. This plan
particularly concerns the positions of Creative Director, Producer
and Studio Managing Director. Through 2024 the Group has
continued evolving this exercise, with individual succession plans
for key roles including development and external prospecting.
Attracting and retaining talented individuals is at the very heart of
the Group’s long-term talent strategy, implemented through thecreation of a strong corporate culture, an attractive compensation
policy, and an inter-studio cooperation model which values thesharing of expertise, know-how, and technologies.

Loss of key technical, functionalor leadership capabilities

Identification and description of the risk

The Group’s success largely depends on its teams’ know-how
and skills in a highly competitive international market.
Indeed, 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.).

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In this context, several factors may lead to a loss of key technical,
functional or leadership capabilities, including:■ high turnover, particularly for senior talented individuals in key
roles, in a fiercely competitive environment;■ the emergence of new skills requirements to drive disruptive
technological developments or in new areas such as digital or
free-to-play and monetization, or a result of convergence,
requiring new or cross-business or functional expertise (HD,
mobile) for example for the development of cross-play;■ training programs not adapted to the sector’s challenges.

Potential impacts on the GroupThe loss of key technical, functional or leadership capabilities
could have multiple consequences:■ operational and technical impact: lack of responsiveness,
loss of productivity or a reduction on quality of game content
as less experienced team members are asked to step up into
lead roles;■ financial impact: loss of revenue;■ human impact: reduction in motivation due to gaps inleadership capability, loss of creativity or innovation.

Risk mitigation and control

Various initiatives are implemented, such as:■ training programs, leading Communities of Practice and taking
part in conferences tailored to new emerging technologies or
issues specific to the video games sector (e.g. GenAI, etc.);■ the growing use of collaborative tools and forums toencourage skill-sharing;■ specific compensation actions aimed at attracting, retaining
and motivating employees with strong technical or managerial
skills;■ the launch of the Ubisoft Leadership Academy, including inperson and virtual training from internal and external experts
to increase the leadership skills and capabilities of our top
leaders;■ organization of Group resources in higher-potential franchises
and new brands offering greater opportunities for value creation.

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

At the intersection of creativity and technology Ubisoft teams andtheir unique talents are at the very heart of the value creation
process. The Group’s long-term potential depends substantiallyon its capacity to attract and retain the best talent in a highly
competitive environment.
Ubisoft faces increasing pressure from not only existing directcompetitors in the video game sector, but also from new entrants
and competition from other sectors/industries in search of thesame talents (engineers, etc.). In addition, the increase in remote
working opportunities has removed previous geographical barriersand created higher earning opportunities for key talent globally.

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CORPORATE SOCIAL RESPONSIBILITY
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Similarly, Ubisoft has also a duty to ensure that each individual
has the most up-to-date skills in his or her specific area andthereby 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 or
reduce the employability of individual employees.
In addition, damage to the Group’s reputation and image, or to theworking environment, may also impact its appeal and retention oftalent.

Potential impacts on the GroupIf 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.
The inability to attract and retain talent could have multiple
consequences:■ operational and technical impact: increase in the number ofteam member departures, extended periods of time before aposition is filled, loss of expertise, delays in the developmentof games, difficulties in exploring new market segments,
priority given to deliverables in the short term to the detrimentof the medium and long term, fall in the level of team member
commitment;■ financial impact: increasing wage inflation to remaincompetitive, gaps in talent supply resulting in loss of revenue
and/or pressure on results as games are delayed;

5

Risk mitigation and control

Ubisoft pursues an active recruitment, development and loyalty
policy, in particular through the following initiatives:■ partnerships with the leading colleges in the various countries
in which the Group operates;■ a total rewards philosophy that provides market relevant mixof cash, equity and benefits, anchored in the local markets inwhich we operate and enabling differentiation for key profiles
and highest performers;■ a strong and differentiated “Employee Value” proposition,
defined around 5 pillars: a meaningful mission, thrillingchallenges, team members who are encouraged andempowered, a welcoming and inclusive workplace, and acompany in which to grow;1■ a culture of continuous learning, enabled through collaboration
tools, forums to encourage skills sharing and implementationof training and development programs to ensure developmentof “soft” skills (people management, leadership) as well as“hard” skills (specific functional or technical capabilities);2■ a platform to facilitate internal mobility and careerdevelopment, already deployed in more than 65% of ourentities;3■ development of a deep-rooted corporate culture promoting
well-being at work, allowing talented team members to reach
their full potential.

■ strategic impact: loss of competitiveness, deterioration in theattractiveness and reputation of the Group.

4

5.3.2 ATTRACT, RETAIN AND ENGAGE THE BEST TALENT

55.3.2.1 HR Strategy

At Ubisoft, people are at the heart of our business. Building upon our business strategy, we have clear Talent Ambition at Ubisoft to be:“The irresistible place to work for diverse talent looking to make a difference
in Entertainment and Tech.”
In order to deliver on this ambition we have identified a strategic
roadmap of change driven by the global Human Resources team,bringing together HR professionals from across the organizationand collaborating with studio and business leadership on key
programs and initiatives. This Roadmap is based on 5 key pillars,each with a number of defined initiatives:■ Ensuring a Safe, Respectful and Inclusive Workplace;■ Ensuring Fair and Equitable Careers;■ Preparing for the Future;■ Enabling our People Managers and Leaders;■ Building a High Performing HR Organization.
The first milestone of our roadmap was to improve our listening
strategy, in order to ensure clearer channels to collect feedback
and dialogue with teams. In 2021 Ubisoft re-vamped the annual
employee engagement survey leveraging an external partner, Glint,
providing access to their technology, advanced analytical tools andexternal benchmarks. This survey, Ubisoft XP, provides a

6

barometer of team engagement and experiences. The Group has
defined three key indicators to track and measure progress against
its strategic HR roadmap – one for overall engagement, one fordiversity and inclusion (D&I) and one for respect. Participation rates
are also closely monitored.

7

In the October 2023 Ubisoft XP survey, we observed a decline in
our three main indicators, in a complicated economic and financial
context for the company and its team members.
The Engagement Index in the Ubisoft XP 2023 survey shows aclear drop compared to previous years. This can be explained inparticular by the increase in the number of neutral responses,
reflecting a greater level of uncertainty among our teams in thecurrent climate. The Respect and D&I Indexes show a slightdecline in 2023, but remain higher than in 2021, a sign that thepolicies put in place to promote the well being and protection of
the Group's team members remain effective.

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03/31/24

External
Benchmark03/31/23

Participation in Ubisoft XP

85%

75%

84%

Engagement Index*

71

75

74

Respect Index*

83

81

85

D&I Index*

72

77

74

Indices*

The above scores are the average of all responses to the questions, scaled from zero to one hundred

5.3.2.2 Evolution of Ubisoft Teams
Headcount

03/31/24%

03/31/23

03/31/22

20,133%19,011

Production

16,63787.5%

17,343

86.1%

17,785

85.9%

Business

2,374

12.5%

2,791

13.9%

2,880

14.1%

03/31/24

20,66503/31/23

03/31/22

Breakdown by gender

Women

Men

4,924

14,078

TOTAL

25.9%

74.1%

Production

24.4%

75.5%

0.1%

24.2%

75.7%

0.1%

23.6%

76.4%

0.1%

Business

36.3%

63.7%

—%

36.4%

63.6%

0.1%

37.1%

62.8%

0.1%

Other

Women

Men

9

5,219

14,901

—%

25.9%

74.0%

Women in management

Other

Women

Men

Other

13

5,259

15,391

14

0.1%

25.5%

74.5%

0.1%

03/31/24

03/31/23

03/31/22% Women members of the Board of directors (1)

54.5%

45.5%

40.0%

% Women members of the Executive Committee (2)

33.3%

45.0%

25.0%

% Women top managers

22.1%

22.9%

29.0%

% Women managers (3)

25.7%

25.3%

25.4%

(1)

(2)
(3)

Directors representing employees and employee shareholders are not taken into account in the calculation of this percentage, in accordance with articles
L. 225-27-1, II and L. 225-23 of the French commercial code (see 4.1.1)

Figures for financial year 2023-24 to 15/05/2024. (see 4.1.1)

A manager is defined as someone who is hierarchically responsible for at least one person (including interns not counted as staff)

The fall in staff numbers observed this year was the result oftargeted restructuring and strict recruitment management,
particularly in supporting functions. The gender breakdowns arestable, with a slight increase in the percentage of women in
production. During the 2023 financial year the Group has put inplace a more structured and robust approach to manage anddevelop the leadership talents. As a result the Group has defined
the “Top Leaders” based on their criticality and impact on thebusiness. This list of leaders includes the Chairman and Chief
Executive Officer and his direct reports, strategic positions in
Global Publishing, G&A and Production HQ, Managing Directors of
HD and mobile studios, Producers, Creative and Technical

Directors for major productions and main technology leads fromour Prod Tech and On-Line Services teams.
As a consequence, our list now includes more Production
Leaders, resulting in a decrease in the representation of womencompared with the 2022 financial year. We are working on
succession plans for all Top Leaders, with an emphasis onbuilding diverse talent pools. At the same time, with the
expansion of the Executive Committee, we have had a morediversified top management team for the past two years.

PERCENTAGE OF WOMEN AT UBISOFT

25.9%
AT 03/31/24

25.9%
AT 03/31/23

142%

Total headcountUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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CORPORATE SOCIAL RESPONSIBILITY
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5

As at March 31, 2024, the Group comprised 25.9% women and 74.1% men. This percentage is stable compared to March 31, 2023.
The stabilization in the percentage of women in the workforce is the result of continued efforts made across the organization, including
more focus on recruitment and the close monitoring of engagement and retention. In 2023-24 over 31% of all hires were women.

<20years old

0.1%
0.1%
0.1%

14
17
14
35.7%

20-29
years old

28.4% 5,392

6,584

32.7%

1
8,671
8,650
44.2% 8,395
42.0%

30-39
years old

43.0%

2

18.4% 3,794

40-49
years old

19.6% 3,939

21.6% 4,099754
4.4% 881
5.5% 1,040

3.6%

50-59
years old≥60
years old

7,370

0.3%
0.3%
0.4%

62
62
71

03/31/22

03/31/23

3

STAFF
IN 2022

IN 2023AVERAGE AGE

34.2

AVERAGE AGE

AVERAGE AGE

20,665

20,13319,011

34.7

IN 202435.6

45

03/31/24

At Ubisoft, we carefully monitor the evolving age demographics of our workforce in order to ensure that our employee value
proposition and ways of working remain relevant for our teams.

5.3.2.3 Attracting the best diverse talent

6

As at March 31, 2024, Ubisoft employed 19,011 talented people. Over the year, 1,777 people were hired, 92.3% of whom are in
activities related to production. The increase in redundancies reflects the implementation of targeted restructuring operations,particularly in the distribution subsidiaries network.
03/31/24

03/31/23

Total number of hires

1,777

3,297

03/31/22

4,340% of women hired

31.2%

30.8%

32.9%

Total number of voluntary departures

1,835

2,730

3398

Total number of redundancies/dismissals

459

237

147

Total number for other reasons*

602

860

530

*

7
8

”Other reasons” include end of temporary contract, end of contract by mutual consent, death, retirement, amongst others

9

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Ubisoft strives to be a benchmark employer for a wide range of talent, with a unique Employee Value Proposition, differentiating acareer at Ubisoft from our market and talent competitors.

A MEANINGFULMISSIONTHRILLING
CHALLENGESEMPOWEREDMINDS

I work with passionate
people committed
to enriching the livesof millions by delivering
memorable gaming
experiences andcreating themost desirable IPs.

I strive for excellencein an environment
where creativity andtech meet to solve
exciting challenges
every day. We areinnovators andrisk-takers.

I feel trusted, I havethe freedom and the
responsibility to bringforward my ideas so I
can have a true impact
on my projects andshape the Future.

I can be my true selfand I’m encouraged toshare new perspective
in a collaborative andfriendly environment.
Valuing diverse
perspectives is ourcompetitive edge.

A COMPANY IN
WHICH TO GROW
I have opportunities
to learn and evolveby collaborating
and connecting withtalented people – frompeers to players –all over the world.

Over the financial year, 31.2% of all new hires were women,
enabling Ubisoft to maintain gender diversity over and above thetarget of 24% that the Group had set. Ubisoft’s ability to attract
diverse talent has been supported by changes in the recruitment
process such as the use of inclusive language, training for hiring
managers and recruiters, removing limiting criteria such as
specific schools or seniority and more structured, objective
assessments.

women and men, and between ethnicities (in locations where weare able to track the data). 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 Group decided in 2021 tolaunch an annual audit process carried out by an external partner;
for this fiscal, the chosen partner is PayScale.

Finally, we have a particular focus on the recruitment and supportof young talent, in order to invest in our industry’s next
generation of talents. Given the diversity of operations and ourgeographical footprint, Ubisoft was able over the course of thefinancial year to provide 1,049 interns and apprentices anenriching and empowering professional experience at Ubisoft.
These internships are instructive and often act as a springboard
for joining the Group, or starting a career in our industry. 14.9%
of participants were offered a job at the end of their internship orapprenticeship.

For FY23/24 (1), the gender pay gap for Ubisoft employees (2) was
1.1% in favor of men, down from 1.2% in FY22/23. Although thistrend has been steadily decreasing over the past few years andremains in line with the norms observed in companies adopting
similar methodologies, the Group is committed to continuing tobuild on the progress made in recent years to ensure equal
treatment between women and men. The compensation gap
linked to ethnic origin was not statistically significant in the
United States, the only country where Ubisoft was able toconduct this analysis.

Two key programs led by the Group aim to develop our sourcesof talent in all their diversity:

To ensure continued focus and progress, the Group integrates
the results of the audit into its annual salary review process, withspecific budgets defined to correct any identified gender pay
gaps. The Group also monitors comparable increases for men andwomen at the global level to ensure the fairness of the annual
increase process.

■ The Graduate Program – which aims to accelerate careers in
the world of video games – is offered to a target group ofyoung talents in more than 20 studios worldwide;■ “Develop at Ubisoft”, a mentoring program launched in
19 studios around the world with the aim of promoting anddeveloping young talent from all gender minorities.
Offering a stable employment structure is also part of Ubisoft’s
human-oriented employer brand. At March 31, 2024, only 9.1%
of our workforce was on fixed-term contracts.

5.3.2.4 Total Rewards

Ubisoft has a total rewards philosophy that is anchored in fair,equitable rewards that seek to provide financial security for ourteams. 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 relative to the market. A
particular focus is taken to ensure equal treatment between

(1)
(2)

144

WELCOMING& INCLUSIVEWORKPLACE

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, with some program
funding also based on relevant business results.
Ubisoft also has a Long-term incentive (LTI) program in which ourmost senior and critical employees are eligible for equity awards.
At the 31st of March 2024, and all plans combined, 12.6% of
employees benefited from this.

Analysis conducted at the end of the fiscal year, based on data for March 2024
Employees with a permanent or temporary employment contract, excluding work-study employees and employees of recently acquired companiesor those in the process of acquisition, namely Kolibri, Green Panda Games, and i3DUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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In addition, Ubisoft offers all employees the possibility to become
shareholders through an advantageous employee shareownership program run on an annual basis. In 2023, 95% of
employees were eligible to participate, with 37.6% of eligible
employees participating in this program.

market and local needs. These include different health or otherinsurance, employee assistance programs, travel and/or meal
subsidies and support for remote working. These locallydetermined benefits remain a complementary part of our teams’
overall total rewards.

Finally, in each country local entities determine the mostappropriate benefits for our team members, aligned with theItems related to payroll costs are more precisely presented anddetailed in note 13 to the financial statements.

55.3.2.5 Develop the employability and skills of our teams

Working in a fast moving and tech-enabled industry it is necessary to provide our teams the opportunity to continue to develop andgrow new skills. Learning & Development at Ubisoft has a mission to:1“Equip teams with the necessary technical, soft, management skills – that serve business strategy and need –to play at their best and constantly grow by delivering engaging learning and growth experiences.”
This mission is enabled through a strategy that is based on
three pillars:■ communities of practice for specific job families (for example,
producers) or critical skills (for example, monetization or AI);

(1) Promote a culture of sharing and learning, empowering teammembers to own their development plans.

■ internal and external conferences with experts, researchers
and/or professors and international meetings to discussspecific areas of expertise;(2) Impactful learning opportunities, through a comprehensive,
hybrid training catalog.
(3) A Learning & Development organization that provides theservices, tools and the support required through a networkof experts.
Concretely, learning and development opportunities are provided
for team members across Ubisoft through a combination of thefollowing diverse channels:

2■ online social platforms and discussion forums that help
nurture a culture of continuous and employee-driven learning.

3

At Ubisoft, our culture of continuous learning is also evident in
the way internal experts organize best practice and knowledge
dissemination through sharing sessions, videos and dedicatedarticles shared via the Group intranet.

4■ on-site training and virtual classrooms;■ e-learning modules developed internally or from external catalogs;
31/03/24
Training (excluding e-learning)

Total on-site training hours

Total

Women

Men

79,254.56 25,588.42 53,634.14

Other

31/03/23

31/03/22

Total

Total

35.00%

40.76%

32.97%

Average duration of training (in hours) per employee trained

11.63

12.44

11.29

This year, 79,254.56 hours of live training were completed, with anaverage duration of 11.63 hours per employee trained. Comparedwith last year, we have seen a reduction in the number of training
hours, in line with the budgetary constraints the Group is facing.
Nevertheless, 35.00% of the average Ubisoft workforce took partin live training, in line with previous years. In addition, 70,265.20
hours of e-learning training were completed and 95.2% of theworkforce in the 2023-24 financial year took part in these
programs, including the “Ubisoft Fundamentals” program.

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).

% of average headcount trained

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 expertise5

32.00 101,083.5 85,457.20
746.27%
35.07%
33.20%
6.40

14.03

12.50

6
7

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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5.3.3 GUARANTEEING A SAFE, INCLUSIVE AND RESPECTFUL WORKINGENVIRONMENT
5.3.3.1 Ensure the health and safety of team members
At Ubisoft, we are committed to offering a working environment
where everyone can grow, thrive, and play their best. To this end,
we we are working to ensure that all team members have accessto appropriate services to help them, and their families, navigate

personal and work-related difficulties, through an Employee
Assistance Program.

Monitoring absenteeism and occupational accidents
Number of days of employee absence (1)Number of days of absence related to illness (all reasons)
Number of days of absence related to occupational accidents (2)TOTALGroup absenteeism rate linked to occupational accidents and illnesses (3)Average number of days’ sickness per employee (4)
(1)
(2)
(3)
(4)

03/31/24

03/31/23

03/31/22

98,789102,595

88,021

311

786

266

99,182

103,381

88,286

2.4%

2.3%

2.1%

5.1

5.0

4.3

Days of absence are defined in worked days
Occupational accident = fatal and non-fatal accidents occurring during or due to work, including commuting accidents, according to local practices. Occupational
accidents are only recognized if they have been reported to the relevant authorities and are being dealt with by said authorities
Calculation method = total number of days of absence over the scope used/sum of theoretical number by company of days worked without these absences
Includes days of absence related to occupational accidents

Health and safety in the workplace

03/31/24

03/31/23

03/31/22

Number of occupational accidents with time off (5)

60

70

51

Number of fatal accidents

—

—

—

Frequency rate of occupational accidents with time off (6)

2

2

2

0.009

0.022

0.008

0

1

0

Severity rate of occupational accidents with time off(7)

Number of occupational illnesses (8)
(5)
(6)
(7)
(8)

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
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
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
Occupational illness recognized according to applicable local legislation

This year, the number of health related absence days has fallen,
while the average number of days’ sickness per employee isalmost stable compared with the previous year. Nevertheless,the Group remains fully committed to follow up and monitor
these absences to anticipate and prevent by putting targeted andadapted action plans in place.

Facilitating access to healthcare professionals& ensuring the well being of our teams

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.
The Global Well being program launched in 2023 aims to provide
comprehensive guidance and a global framework of actions
across our entities. The program encompasses mental, physical,
social, and financial well being, reflecting a holistic approach to
employee wellness.

The first phases of the global program have focused on raisingawareness through global conferences on topics such as Mental
Health, the connection between Physical and Mental well being,
and how to engage teams in meaningful discussions on the topic.
The next phase will focus on building the capabilities of ourleaders and people managers, as we build and deploy a global
training to support better prevention and early recognition of thesigns of burn-out and stress.
In line with our commitment to provide support to our employees,
regardless of their location, we have recently appointed a global
Employee Assistance Program (EAP) provider. This ensures that
our teams and their relatives have access to professional
psychological assistance and counseling services, both in theirprofessional and personal lives, with consistent levels of service,
regardless of the country they are based in.
To further support teams everywhere, we have launched aninternal Well being Resources Center, which serves as a hub forour collaborators to access a variety of resources aimed at
improving their well being at work and in their personal lives.
Through this year the Group has continued to provide support toour colleagues in Ukraine.

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CORPORATE SOCIAL RESPONSIBILITY
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5

FOCUS: ACTIONS TAKEN IN FRANCE
Following the pandemic and its impact on remote work, andsince the fiscal year 2022, Ubisoft's HR teams have deployedvarious actions to prevent psychosocial risks within teams:■ training for HR staff and employee representatives on
psychosocial risks (definitions, legal framework, risk
assessment and prevention, postures to adopt) – France;

The annual Ubisoft XP survey helps us to assess the health of
our teams and to implement targeted action plans according to
the context of each team or project. We also provide HR teams
with pulse surveys to detect weak signals (team feedback, sickleave).

■ awareness-raising sessions for managers to facilitate
behaviors and practices that promote mental health – France
Production Studios;1■ mandatory anti-harassment and discrimination training –Group;■ sharing sessions on best practices in remote management –France;■ conferences on burn out and risk factors for teams – Paris
Studio;2■ implementation of Ask Me Anything between the CoreTeam and project teams to allow for an airlock – Paris
Studio;■ on some sites, no meetings on Friday afternoons in order toinstitute a “deep work” moment – Distribution – andimplementation of a “serenity week” program – IT.

5.3.3.2 Ensure a respectful working
environment

In the summer of 2020, Ubisoft implemented a “Respect”
process to address behavioral issues in the workplace and ensurea safe, inclusive and respectful working environment.
To this end, a global employee relations team, made up ofinternal and external talent and based in Canada, Singapore andFrance, has been established. The team's roadmap includes theprevention, management and resolution of behavioral issues in
the workplace.
For example, in 2021, the Group launched a series of mandatory
training courses covering topics such as financial compliance,
anti-harassment and anti-discrimination, and safety awareness.
These mandatory training courses, which have been united in
2024 in a common program entitled “Ubisoft Fundamentals”, arepart of the integration process for all new arrivals and must be
updated each year by all teams. The new “Ubisoft
Fundamentals” program also includes the annual Code of
Conduct signature campaign.
The Group is also progressively rolling out more structured
training on diversity and inclusion, starting with top management

3(the Executive Committee and the Chairman and Chief Executive
Officer's direct team) in 2021, followed by our Top Managers and
HR Managers in 2022 and 2023.

■ third successful campaign for anti-harassment training with
93% completion rate, now part of the annual Ubisoft
Fundamentals campaign;

5■ updated Code of Conduct to further clarify expected employee
behaviors; a new signature campaign was run in February
2024, which resulted in 93% of employee signatures on forthe 2023-24 financial year;

6■ launch of the “ER Toolkit” for HR teams to further develop inhouse expertise.
Over the course of the year, teams' perception of respect at work
remains very positive, as shown by the high scores of the Ubisoft
XP survey over the past two years on the three questions relating
to this issue, even though there was a slight drop in two of themin 2024.

Indices from Ubisoft XP

03/31/24

03/31/23"I am treated with respect and dignity" *83

85"Ubisoft is a safe place to work" *80

82"If I were to experience or witness misconducts, I would feel safe reporting it" *

81

81

*

4

Over the last financial year, the Group has continued its efforts,
again within the framework of the Respect roadmap, which hasenabled us to achieve the following milestones:

7
8
9

The above scores are the average of all responses to the questions scaled from zero to one hundredWith regard to reports of misconduct, we note that the number ofalerts received via the various channels available has stabilized,
and that the nature of the behavior reported has changed.
The number of alerts relating to harassment (moral and/or sexual)
recorded by the Group has fallen. Conversely, the number ofreports of incivility has increased.

Moreover, the Group has noted that team members prefer to useinternal channels for reporting alerts, demonstrating renewed
confidence in the process for reporting inappropriate behaviors
and in the ability of internal teams (HR and Employee Relations) todeal with the situations reported.

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In addition, Ubisoft is partnering with a firm specialized in dealing
with behavioral issues in the workplace to get support in thisprocess and ensure confidentiality and neutrality in the handling ofreports. The firm provides the Board of directors with an annual
report on the situation within the Group.

5.3.3.3 Develop international and diverse
teams and put Diversity, Inclusion
and Accessibility at the heartof our strategy
Building diverse teams

Ubisoft has a strategic commitment to continue to grow andfoster diversity, inclusion and accessibility (DIA), to ensure ahealthy and inclusive working environment that fosters creativity.
The Group strives to be an employer of choice 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.
The VP Global Diversity, Inclusion and Accessibility (DIA), withthe support of the Group’s executives, has created an action plan
to make Ubisoft a leading player on diversity and inclusion in thetech and entertainment sector.
The overall DIA strategy was shared with the entire Group inJune 2021. It is based on 4 pillars: colleagues, culture, content,
and community.
Additionally in 2022, we introduced specific demographic focus
areas for the Group:

Each of these focus areas are complemented with strategic
roadmaps and action plans.

Employee resource groups

Ubisoft Employee Resource Groups (ERG) are voluntary,
employee-led groups designed to support team members whoshare a common identity while having an explicit connection to
Ubisoft’s global DIA team’s four-pillar strategy of Colleagues,
Culture, Content, and Community.
With its Employee Resource Group Program, Ubisoft helps createa safe and supportive space to strengthen acceptance, belonging,and camaraderie among team members and build allyship.
Today, Ubisoft’s ERG membership comprises close to 10% of
Ubisoft’s workforce. The program has 7 global ERGs with morethan 35 local chapters and 100+ leads.
ERGs have played an important role in the development 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 and Accessibility. To enable theprogram’s continuous development and growth, Ubisoft has adedicated position in place.

International teams

As a worldwide company, and in order to develop memorable
gaming experiences for its players, Ubisoft has built international
teams throughout its network of studios and offices. Ubisoft
currently operates in 28 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 and innovation.

(1) Gender(2) Disability Inclusion (inclusive of Neurodiversity)(3) LGBTQIA+ Inclusion(4) Race & Ethnicity
03/31/24

03/31/23

03/31/22

Number of nationalities

113

115

113

Number of countries

28

30

31

Breakdown by geographic region

03/31/24%

03/31/23%

03/31/22%

Americas

6,257

32.9%

6,486

32.2%

6,577

31.9%

Asia/Pacific

3,008

15.8%

3,102

15.4%

3,208

15.5%

Europe

9,746

51.3%

10,54552.4%

10,88052.6%

03/31/24%

03/31/23%

03/31/22%

Canada

5,433

28.4%

5,569

27.7%

5,611

27.2%

France

4,175

21.8%

4,402

21.9%

4,332

21.0%

Breakdown by country **148

The mentioned countries are those in which more than 10% of the Group's headcount are locatedUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

CORPORATE SOCIAL RESPONSIBILITY
Acting as a responsible employer t

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. The
commitment to gender diversity is a strategic opportunity and thetarget of 24% of women in the headcount for the year ended
March 31, 2023 was included in the Chairman and Chief
Executive Officer’s multi-year equity compensation. This target
was achieved two years ahead of schedule in 2021. The current
representation of women in the Group is 25.9%.

52021). The score on the issue of equal opportunities, “Everyone has
equal opportunities at Ubisoft whatever their background”, was 64(-2 compared with 2022 and +1 compared with 2021). Those results
will be used to guide the Group’s future actions to create a morewelcoming and inclusive workplace for all teams.
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.
Upskilling the competency and fluency of our 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. As of 2024, close to 80 HR leads will have been
trained. In 2022, a training program aimed at advancing inclusive
leadership skills and cross cultural competency was launched aspart of the Group’s leadership training program for it’s Top
Leaders. Additionally, within the Group’s Global Publishingdivision a pilot program to help build better collaboration andcross-cultural skills was also launched. Ubisoft now wants toextend this type of initiatives to the entire Group.

1

In line with the Group’s commitment to welcome people withdifferent abilities, Ubisoft continued to roll out initiatives for theemployment of people with disabilities. In 2022, Ubisoft created
an official position for a Neurodiversity Talent Director andlaunched an official Neurodiversity Program, reinforcing theGroup’s focus on ensuring a culture of inclusion for neurodiverse
team members. For the fourth consecutive year, Ubisoft took
part in the Duoday, an event proposed by the French government
to facilitate the employment of people with disabilities. A total of
22 duos were created to raise awareness before, during, andafter the day. Moreover, Ubisoft Philippines drafted official
guidelines and best practices for team members on colorblindness. Last but not least, India hosted sessions to raiseawareness on neurodiversity, gathering more than 900 people –almost 90% of its workforce.

5.3.3.4 Put listening and exemplarity
at the heart of our performance
management system

3

In February 2022, Ubisoft became an official signatory of the
L’Autre Cercle charter in France, affirming our unwaveringcommitment to advancing LGBTQIA+ inclusion in our workplace
and through our games. A global and multi-year roadmap has
been designed to embed LGBTQIA+ Inclusion at the heart of theemployee experience.

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.

With a view to encouraging gender equality, Ubisoft also
launched a yearly mentoring pilot program in France in 2022,
called Upgrade, which aims to pair senior mentors with womenand non-binary mentees to boost the latter’s careers. In 2023,
Ubisoft also launched in France its first pilot Leadership program
for women with ~10 to 15 years of experience. Last but notleast, the Nova co-development program, launched in Canada,
Asia and France, offered professional development opportunities
to early career women and non binary team members.

Ubisoft aims to integrate inclusion into all aspects of the teammembers experience, from its internal tools to the onboarding
process. For example, in line with our focus on LGBTQIA+
inclusion, the non-binary gender identity option was integrated in
the Group’s human resources system to provide a more inclusive
experience for team members. In addition, in 2021, pronouns
were added to our intranet.
Since 2021, Diversity, Inclusion and Accessibility is integrated into
the Group’s survey strategy with the Ubisoft XP survey and includes
questions about equal opportunities and authenticity at work. In
2023, the score on the authenticity question, “I feel I can be myself
at work”, was 80 (-1 compared with 2022 and +1 compared with

2

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.

4

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 have a
way to recognize and reward behavior that promotes a respectful,
diverse and inclusive working environment, and to clearly identify
any shortcomings that an employee needs to remedy.

5
6
7

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 continues to be a priority. As part ofits drive for continuous improvement, in 2023 the Group
introduced confidentiality for feedback on managers andintroduced a self-assessment stage for all team members, inorder to improve trust and fairness in the assessment process.

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9

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5.3.4 FUTURE OF WORK
5.3.4.1 Foster constructive social dialog
and listening to understandemployees’ needs and expectations

Social dialogue and employee listening are important channels toenable employee input into company strategy and operations,and ensure that our employee value proposition, HR strategy andways of working remain relevant for our teams.
The Ubisoft approach is anchored in open exchange andcollaboration with teams, and where required by law, is governed
within the framework of a formal employee representative
structure. In France, this representation of the teams is ensured
through the existence 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). The
renewal of employee representation through professional
elections in 8 entities in 2023 has led to the appointment ofrepresentative trade unions in 5 of them.
At March 31, 2024, two collective bargaining agreements were inforce in France on incentives and profit-sharing, in line with theprevious fiscal year. An amendment to the profit-sharing
agreement was unanimously signed by all 11 French work
councils in 2023. In addition, two collective wage agreements
were signed by the representative trade unions of two
companies in February 2024.
The Group also promotes dialog through its internal social
network, which enables interaction at all levels of the Company.
This widely-used platform is accessible to all teams. It
encourages the exchange of information and provides a forum forcommenting on a variety of issues, such as new developments inthe video game industry or sharing best practice.
Ubisoft XP's annual employee survey, based on the external Glint
platform, is another key channel for gathering feedback fromteam members. The survey is carried out once a year at Grouplevel, with the option for local teams to launch their own surveys
using the same platform, drawing on the same global database.
The Glint platform gives all managers and HR teams access topowerful data and analysis to help them convert feedback fromteam members into information and, above all, into concrete
action. In 2023, the annual Ubisoft XP survey saw a record
participation rate of 85%, up one point on the previous year and
10 points higher than the external benchmark, a sign of thestrong desire of the group's team members to express
themselves. Also in 2023, more than 15 local surveys werecarried out on specific issues. 6,500 Ubisoft team members wereasked to express their views on subjects related to their working
environment.
The Employee Representative Groups (ERGs), detailed in thesection above, are another important channel for employee
feedback, in particular from under-represented communities. The
global ERG leaders meet with the Chairman and Chief Executive
Officer on a quarterly basis.

150

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Finally, top management holds sharing sessions throughout theyear (at a global level as Exec Talks, at business entity or local
studio level as town halls) providing employees the opportunity to
ask questions and provide feedback directly.

5.3.4.2 Evolving our approachto hybrid and remote work

Over the past two year we have learned a great deal about hybrid
and remote working in a creative context. For some activities andteams, remote working can increase productivity, for otheractivities, teams need to be together in order to do their best,
most productive work. Through this fiscal year we havecontinued to adapt our policies and test different approaches. We
firmly believe in the importance of creating meaningful,purposeful reasons for our teams to be together, driving
connectivity and team engagement, both of which ultimately
drive happy and productive teams.
Our approach to remote and hybrid working continues to beanchored in a common global philosophy, outlined below:■ focus on outcomes – healthy and happy teams, striving forexcellence, and maximizing our collective productivity;■ embrace an activity-based approach to work arrangements;■ 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.
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.
Since March 2023 all countries have communicated and deployed
their policy to support hybrid and remote working. 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. The
focus for the coming year will be to increase in-person, collective
office presence, through clarity on the activities and stages ofproject lifecycle that truly benefit from the team coming together,ultimately improving engagement and overall productivity.
Finally, 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.

CONTENTS

CORPORATE SOCIAL RESPONSIBILITY
Societal contribution t

5.4

SOCIETAL CONTRIBUTION

5.4.1

RISK AND OPPORTUNITIES OF THE GROUP'S SOCIETAL CONTRIBUTION

Ubisoft is present in 28 countries around the world and hasforged a strong relationship over the years with the territories andcommunities where it operates. The Group participates in thedevelopment of new digital skills and contributes to creating
opportunities for local economic growth, in line with the dynamics
of the video game industry.
Ubisoft also supports causes that meet local needs or inconnection with its online communities, on societal issues where
it can make the most valuable contribution thanks to its expertise,content and activities.
Through this direct relationship with its local or online communities,
the Group may be exposed to various risks, which need to be
managed and mitigated, but also opportunities to be seized:

5■ in periods of weaker growth for the Group, employment andeconomic growth in our local ecosystem may be affected in
the regions that depend on the Group’s operation;■ with regard to its societal commitment, the Group must beable to anticipate and mitigate the risks resulting from thepotential incorrect assessment of stakeholder needs andexpectations, and its legitimacy to meet them. This last point
can prove critical in responding to societal crises.

1

In addition to these reputational risks, contributing to societal
causes exposes the Group to a number of additional operationalrisks, for example in connection with the application of local anticorruption laws.

2

5.4.2 UBISOFT IS COMMITTED TO CONTRIBUTINGTO A MORE SUSTAINABLE AND INCLUSIVE SOCIETY
In 2023, Ubisoft reaffirmed its ambition to contribute to society tostrengthen the coherence of the initiatives deployed across its
various entities and maximize their impact on the communities
concerned. Ubisoft is therefore committed to participating in thedevelopment of a more sustainable and inclusive society, basedon three strategic pillars linked to its activities, content andexpertise. These three pillars embody the group's values of
openness, entrepreneurship and inclusion, serving public interest
initiatives:■ Access to culture, entertainment and technology for all.
We aspire to make entertainment accessible to those who need
it most and to broaden access to culture through our games. By
combining technology with cultural encounters, we create more
immersive, educational and engaging experiences.
■ Support for sustainable and inclusive growthin the video game industry.
We are committed to the development of our industry and local
communities through innovation, support for independent studios
and research and development. We are also committed toproviding individual opportunities to communities underrepresented in the gaming world, while encouraging our players
to contribute to protecting the environment and building asustainable and inclusive future.
■ Creation of educational opportunities to develop
professional digital skills for young people from diverse
backgrounds and women.
We aim to create training opportunities, with a specific focus on
populations under-represented in the video game and technology
industries, including women and young people from diverse
backgrounds. Our goal is to provide them with the resources theyneed to explore and pursue careers in technology and video
games. As well as creating games that can be used as
educational tools, we offer mentoring, support and training
programs focused on developing digital skills.
These three focuses reflect Ubisoft's support for the United
Nations' Sustainable Development Goals, and more specifically
SDGs 4, 8 and 10 related to education, inclusive growth andreduced inequalities.

3

In 2023, the Social Innovation team joined the Diversity, Inclusion
and Accessibility teams. The team will maintain its
responsibilities by coordinating Ubisoft's social contribution
strategy with the different entities, by raising awareness among
the teams, proposing best practices and promoting local
initiatives. This new team reinforces Ubisoft's commitment to amore inclusive and accessible company.

4

To that end, Ubisoft shares its ambition and the associatedapplication criteria on its intranet, to enable the entities to adapt
their actions to the pillars supported by the Group. In line with its
values, Ubisoft favors actions that are local or close to its online
communities to engage its team members and/or players.
Therefore, in line with the Group's pillars, each local entity
defines relevant social actions reflecting their local needs andimplements them autonomously within its own entity.

5
6

In addition, to facilitate the work of local entities and maximize
Ubisoft's global impact, the group is setting up pilot programs
such as “Playrooms” or “Play to Learn” that can be adopted by
all entities. These programs are designed to address priority
issues for the Group while being flexible enough to be tailored to
specific local characteristics. This integrated approach enables
Ubisoft to have a positive and lasting impact on local
communities, while maintaining a coherent strategic vision.

7

Ubisoft also offers its employees the possibility of using up to
three paid workdays per year for their community activities. For
the 2023 financial year, the number of hours declared by teammembers was 5,969.

8This opportunity is complemented by “solidarity teambuilding”
days, combining team cohesion with useful action in support of a
local cause (meal distribution, waste collection, sorting anddistribution of foodstuffs).

9

Key figures

Ubisoft makes it easy for its team members to get involved, withmore than 138 initiatives in 28 entities this year.

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5.4.3 UBISOFT PROMOTES ACCESS TO CULTURE, ENTERTAINMENT
AND TECHNOLOGY FOR EVERYONE
In line with our mission, Ubisoft creates significant impact byworking to make culture, entertainment and technology moreaccessible. These three areas, which are linked to our teams'
expertise, are anchored in the Group's social contribution
strategy. We are convinced that they are an essential source ofinspiration and openness, not only for our teams, but also for thecommunities for which these actions are intended.

Ubisoft is committed to making culture
more accessible

Ubisoft is strengthening its presence in cultural venues such as
museums by offering video game experiences that attract newaudiences.
As part of this, in Canada, experiences have been offered at local
festivals to raise awareness of the video game arts andtechnology in local communities. For example:■ Since 2014, Ubisoft Montréal has nurtured a partnership with
the POP Montréal festival. This collaboration contributes tothe cultural diversity of the Mile-End neighborhood, where theMontréal studio is located, in addition to benefiting Ubisoft
employees and participants. The impact of this alliance issignificant, not only for the two organizations, but also for the
residents of Mile End.
■ This year, Ubisoft Education took part in the 7th edition of
Femmes et Filles de Science organized by the Fondation duCentre des sciences de Montréal. This event shed a feminine
light on STEM (Science, Technology, Engineering andMathematics). During the event, the funds raised will help topursue the Foundation's essential mission, which is to makescience and technology accessible to the younger generations.
In Europe, Ubisoft has also launched a number of initiatives,
confirming its desire to work with leading museums as strategic
partners. To name just four:■ Ubisoft has announced a unique partnership in France with
the Centre National du Cinéma et de l'image animée (CNC)
and the Château de Versailles for the release of Just Dance
2024 Edition. The partnership has resulted in the creation of a
new map, “A Night at the Château de Versailles”, whichtransports players to the heart of 18th-century Versailles,
accompanied by the baroque music of the period, modernized
for the occasion with a touch of pop. This partnership is partof the Cultural Olympiad of the Paris 2024 Olympic andParalympic Games. The aim is to promote dialogue throughsport, culture and video games throughout France. Events willcontinue to be organized around this map, bringing together all
kinds of audiences, including those who are distant from
cultural venues. One of the first events took place at Broca
Hospital in Paris, where 35 geriatric patients took part in adance workshop. The card is also used for events organizedby the network of Instituts Français and Alliances Françaises
around the world.

152

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24■ The exhibition “Baghdad: rediscover Madinat al-Salam, with
Assassin's Creed Mirage” at the Institut du Monde Arabe(Paris, France) brings to life a little-known facet of the Iraqi
capital's history: the age of the city under the Abbasid Empire(750-1258). The exhibition has been co-designed by the IMA
and Ubisoft teams, combining sumptuous objects from the
IMA's collections dating from the Abbasid era with ascenography based entirely on content from Assassin's Creed
Mirage. These include preparatory sketches and drawings,
images from the game, historical locations and characters,
audio and video clips – as well as interviews with thedevelopment team. These elements bring Abbasid Baghdad
and its inhabitants to life, while helping visitors to imagine
what this world-city might have looked like, inviting them todeepen their knowledge in an immersive and engaging way.
The exhibition offers an ongoing dialogue between history andvideo games. An educational program to support teachers anda partnership with the Youth Fusion association further
enhance the presence of school groups.
■ To celebrate the launch of Assassin's Creed Mirage, Ubisoft
Bordeaux has organized a unique and free exhibition, “The Art
of Assassin's Creed Mirage”, highlighting the creative process
behind the video game. The exhibition was produced inpartnership with the Musée des Arts Ludiques (Paris, France),
the world's first museum dedicated to the figurative narrative
art of the creative industries. More than 70 works, costumes
and accessories from the creation of the game were also
exhibited at the Cour Mably (Bordeaux, France). Open to thegeneral public, the exhibition was also open to schools thanks
to our collaboration with the Fusion Jeunesse association.
Over 400 young people had the opportunity to take part ineducational visits led by the association's cultural mediatorsand the Assassin's Creed Mirage artistic team, enabling themto learn more about what goes on behind the scenes in thecreation of a game.
■ The Museum of Cycladic Arts (Athens, Greece) and Ubisoft
have teamed up for the temporary exhibition “Chaeronea,
2 August 338 BC: A day that changed the world”. This
eventful exhibition presents the Battle of Chaeronea,
Alexander the Great's first military victory, the consequencesof which turned the Greek world upside down. Along theexhibition route, visitors can watch two short films speciallycreated for the occasion by Ubisoft and taken from two
Assassin's Creed games. The first film explains the historicaland political context a few hours before the battle near
Thebes in Boeotia (Assassin’s Creed Odyssey), while thesecond presents the legacy of this battle years later,
symbolized by the city of Alexandria (Assassin’s Creed
Origins). Projected on two giant screens, these films allow
visitors to imagine what the towns, people and landscapes
might have looked like at the time, a real tool for educational
outreach.

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Ubisoft uses its technological expertisefor societal causes

Every year, many Ubisoft team members offer their expertise andtechnological support to various organizations and entities:
hospitals, museums, concerts, cinemas, conventions, television,
applications. Through these initiatives, the Group aims to improveliving conditions or simply offer moments of joy and sharing tothose who need it most.
■ The virtual reality (VR) experience, Notre Dame de Paris:
Journey Back in Time, is a very good example of this. It was
deployed on a number of occasions throughout the year,
giving visitors a virtual reality (VR) tour of the cathedral, basedon the 3D model created for Assassin's Creed Unity. Offered
free of charge at international public events in the media
libraries of the French Institutes, the experience brings culture
and technological innovation to an ever-wider audience.
■ Since 2021, Ubisoft has been a partner of the Micro-Folies
network, a project initiated by the French Ministry of Culture
coordinated by La Villette (Paris), which offers free cultural andartistic resources to school groups and communities that do
not have easy access to them. As part of this partnership,
Ubisoft is making educational content available in almost
200 of these Micro-Folies around the world. The program
offers a range of content that invites visitors to delve into
history with the Discovery Tours of Assassin's Creed, develop
their coding skills with Rabbids Coding! and virtually explore
the majestic monument of Notre-Dame. This collaboration
illustrates Ubisoft's commitment to using technology andentertainment as tools for education and cultural sharing.
th■ To mark the 15 anniversary of the Rabbids license in 2021,
Ubisoft wanted to offer its patronage to the Château deVersailles for the creation of a new game aimed at young
audiences. Intended for children aged 8 and over and families,
the game uses Augmented Reality in the gardens of the

5

Château and offers a treasure hunt on the trail of a mysterious
Rabbid. In 2023, Ubisoft adapted this experience to tour the
Virtually Versailles exhibition, an immersive exhibition thatuses the most innovative technologies to help visitors
discover the world of Versailles, its history and its collections.
The experience was offered to visitors to the Grand Lisboa
Palace Resort in Macau, an immersive and innovative way to
discover the world of the Château de Versailles.

Ubisoft brings entertainment
to those who don't have access to it

Through its commitments, Ubisoft continues
entertainment to those who are far from it.

to

1

bring

In particular since 2018, Ubisoft has been setting up Playrooms in
France, by installing and equipping dedicated gaming rooms inpaediatric wards with consoles, video games, comic books,
books, board games and other accessories. Ubisoft now has
14 such rooms, set up in hospitals close to its French premises,
notably in the Île-de-France region, Annecy, Montpellier, Rennes,
Bordeaux and Lyon. Every month, fun and creative workshops
are run by volunteer team members. Last year, more than170 children in a dozen different hospitals were able to benefit
from this programme and have fun thanks to the Ubisoft teams
and games. Last February, members of the team working on the
Just Dance game ran a Just Dance Playroom featuring the card
“A Night in the Château de Versailles”. This workshop benefited
around twenty sick children, in the presence of the new French
Minister of Culture, who was a special guest at the event.

2
3
4

Through these initiatives and all those that are renewed from year
to year, Ubisoft continues to demonstrate its commitment toculture, technology and entertainment, using the world of video
games as a fun and effective means of imparting knowledge andpleasure.

5

5.4.4 UBISOFT SUPPORTS SUSTAINABLE & INCLUSIVE GROWTHWITHIN THE VIDEO GAME INDUSTRY
As part of its business activities, Ubisoft has a local presence andcontributes to the development of the local economy bysupporting direct employment and favouring local businesses forthe services offered to team members. True to its entrepreneurialroots, the Group is committed to supporting local start-ups andinnovative initiatives in the digital and entertainment sectors andis helping to create new regional centres of expertise in several
cutting-edge sectors (programming, artificial intelligence, etc.).
Ubisoft is also committed to offering individual opportunities tocommunities that are under-represented in the gaming world. In
addition, through its online communities, Ubisoft uses the powerof video games to raise awareness and encourage action in
support of societal causes.

6

Ubisoft contributes to the developmentof the local economy in the neighborhoods
and towns where the group chooses to set up
operations

7

Attentive to its impact on local employment, Ubisoft is based intowns with a strong talent pool and is involved in its ecosystem.
Hiring and developing local talent is essential to support theGroup’s growth. At the end of March 2024, local team members
accounted for 79.6% of the Group’s workforce, stable overallwith the figure for the previous financial year.

8

In line with its diversity policy, the Ubisoft group also encourages
multiculturalism within its subsidiaries throught local recruitmentof people of different nationalities or throught the mobility ofinternational teams. This only happens in cases where rare skills
are not available locally.

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FOCUS: UBISOFT BORDEAUX
Ubisoft Bordeaux embodies Ubisoft's enduring commitment tolocal economic development, building a dynamic pillar in the
Nouvelle-Aquitaine region (France) since its inauguration in2017. The studio now has over 400 team members andcollaborates with art and video game schools such as ENJMIN
as well as the University of Bordeaux. The Ubisoft Bordeauxstudio has cultivated an ecosystem conducive to growth andinnovation, demonstrating its commitment to nurturing a fertile
breeding ground for local talent.

2024 marks a new chapter with the relocation of the teams to a
new building in the ZAC Niel eco-neighborhood. The newbuilding is a vibrant symbol of the Group's commitment tosustainable development and innovation, while providing asetting that is conducive to creativity. Anchored in the heart of
Bordeaux, this building represents an important step in theevolution of Ubisoft Bordeaux, strengthening its roots in thelocal community and its contribution to regional economic
development.

Alongside its professional achievements, the studio has
invested in high-impact community initiatives, such as its
partnership with the association Fusion Jeunesse, which aims
to promote school retention and employability among young
people in the region, or by participating in or supporting
educational initiatives in local schools. Ubisoft Bordeaux is
consolidating its role as a driving force in the local economy,enriching the economic and cultural landscape of Bordeaux andthe surrounding area.

In addition, Ubisoft favors the use of local traders and suppliers,
and contributes to the dynamism of the local economy byencouraging companies close to its entities to provide a wide
variety of wellbeing services at work to its team members. In thisway, several subsidiaries favor local suppliers who include social
and/or environmental criteria in their approach, which strengthens
the sustainability of the local economic fabric.

Ubisoft supports research and developmentin its regions of operation

Ubisoft builds bridges between university research and video
game production, in order to combine its resources with theexpertise of academic researchers. This synergy bolsters
innovation in the video game industry while helping solve societal
issues through scientific publications.
The Ubisoft La Forge department, present in studios in Canada,
France and China, now encompasses the majority of the Group’s
tech R&D activities. A genuine bridge between academic researchand video game production, Ubisoft La Forge aims to create
increasingly realistic worlds, support creators and develop powerfultools to improve the experience of players.
For several years now, the Group’s studios have partnered withmore than a hundred research partners. For example, Ubisoft has
built long-term partnerships with the École de technologie
supérieure (ETS) in Canada, McGill University and Waterloo
University.

Ubisoft supports independent video gamestudios and entrepreneurs in the technology
and entertainment sectors

As a leader in the video game industry, Ubisoft is committed toencouraging and catalyzing innovation. We recognize thatindependent studios play a crucial role in creating diverse andinnovative gaming experiences for the industry as a whole. By
supporting these studios, we foster the richness and variety ofexperiences available to players, while providing a platform for
new talent to flourish.

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For example, a number of initiatives continued in 2023:■ Ubisoft RADAR, our investment fund, continued to support
independent studios in Quebec by injecting 850,000 Canadiandollars into promising projects, thereby contributing to theirdevelopment. This year was also marked by the successful
launch of two games financed by our investment fund. Ubisoft
also supported independent studios by giving them access to its
motion capture studio and by making available our user researchlaboratory, which continues to analyse the projects supported by
RADAR, investing more than 120 hours to ensure their success.
■ The Group launched the Ubisoft Entrepreneurial Caravan in
Canada in partnership with La Guilde du jeu vidéo and incollaboration with the National Bank. This innovative initiative
is part of our commitment to promoting entrepreneurship andmentoring by offering four annual events dedicated to key
stages in the development of studios.
■ The eighth edition of the Ubisoft Indie Series took place inCanada, presented by National Bank in Ontario. This
competition supports various independent video gamedevelopment studios, offering them grants, mentoring as wellas creative, marketing and financial tools to support thegrowth of their games in Canada and internationally. Since
2016, 15 Ontario studios have won grand prizes worth a totalof 575,000 Canadian dollars.

Ubisoft commits to sharing opportunities
with underrepresented communities
in the video game industry

Ubisoft is firmly committed to promoting inclusion and sharing
individual development opportunities with under-represented
communities. For several years now, the group has been
multiplying concrete initiatives to demonstrate its commitment toa more equitable and inclusive company.
The launch of “Boost! Mission Handicap” since 2017 in France isan example of this. This initiative aims to support and accompany
people with disabilities and neurodiverse people in adapting theirworking environment and pace. Ubisoft has also been taking partin Duo Day since 2019, opening its doors for a day to people withdisabilities and neurodiverse people, enabling them to discover avariety of professional sectors. At Ubisoft, duos are formed
covering a wide range of professions, from production to support
functions, including programming, IT, marketing and humanresources. Over the past 6 years, 102 duos have been trained. This
program provides valuable learning and discovery opportunities forthis under-represented community in the workplace, reinforcing
Ubisoft's commitment to a truly inclusive corporate culture.

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CORPORATE SOCIAL RESPONSIBILITY
Societal contribution t

In June 2023, Ubisoft China launched a series of challenges called“Calories of Love” aimed at the local Just Dance community.
Thanks to the generosity of many players and the many calories
burned on the game's various maps, Ubisoft China donated aNintendo Switch console, the Just Dance game and its
subscription service to autistic children supported by the Shanghai
Caopeng Charity Foundation. This action enabled the children to
discover and enjoy video games. Six Ubisoft volunteers visited the
NGO site and organised a game night with the children and theirparents. This is a fine example of the commitment of Ubisoft
players and staff to an initiative that combines diversity andentertainment.
In its continued endeavor to empower less-represented
communities and contribute to sustainable livelihoods, Ubisoft
India partnered with Transgender Welfare Equity and
Empowerment Trust (TWEET) Foundation in 2022 to create theSkill-MATE program. The aim of the program is to empower transprofessionals, equipping them to become facilitators and mentors
for their fellow community members and creating agency forthem to pursue a decent living. In 2023, Ubisoft-partnered on
Skill-MATE 2.0 aimed to provide essential transferable skills, suchas Digital Literacy and English proficiency, to be job-ready. The
program has enabled 255 trans persons in 2023-24 with job-readyskills and mental health support, with over 350 hours also
volunteered by Ubisoft India employees on mentorship around“Interviewing skills”; “Resume-building workshops”; “Career
counselling sessions”, also hosting fun activities like the
JustDance24 celebration and festivals.
Ubisoft is also committed to honouring indigenous cultures. To
foster inclusion in its local communities, since 2021 Ubisoft
Toronto has sponsored Hack the ROM, an indigenous digitallearning program in partnership with the Royal Ontario Museum(ROM). In addition to courses and lectures on indigenous culturesand history delivered by the education team, Hack the ROM offers
young students a glimpse into the world of game development –whether it's art, storytelling, level design or programming – andaims to inspire a new generation of game developers. With thesupport of Ubisoft Toronto mentors, the program provides Ontario
Aboriginal students and their peers with digital literacy skills suchas programming and technical thinking and encourages creativity
by creating games in the classroom. Over 400 Aboriginal students
and their peers have gained digital literacy skills through theprogram, we have engaged 16 schools across the province ofOntario (particularly those in remote communities in northern andsouthern Ontario), and Ubisoft mentors have dedicated over
200 hours to the project.

5

Ubisoft creates gaming experiencesthat give players the chance to take action
for a cause

Video games are a space of freedom and expression that allow
us to support many causes. It is a place where people can speakout through a wide range of initiatives. Over the last few months,
seven in-game Patronage/charity operations (charitable operations
integrated into video games or carried out thanks to them) havebeen carried out by the Group's studios and games, including theannual initiative The Sixth Guardian.

1

The Sixth Guardian programme is an in-game Patronage/charity
initiative within Rainbow Six Siege, enabling players to makedonations to charities. Depending on the season, players canpurchase limited editions of cosmetic items (clothing, weapons,
accessories, etc.) in the colours of the charity they aresupporting, with all proceeds going to the charity. This year, theprogramme benefited Worldwide Cancer Research, anorganisation working to combat cancer, one of the issues closest
to the hearts of their community. This operation raised $93,500,
bringing to nearly $800,000 the total donations collected by Sixth
Guardian since its launch in 2020.

2
3

Since 2020, Ubisoft studios have been taking part in the Green Game
Jam, an annual mobilisation organised by the “Playing for the Planet”
Alliance, an initiative launched by the United Nations with the video
game industry. The aim of this competition is to raise awareness ofclimate change issues among players through games by giving themthe means to take action and feel responsible for their impact on theplanet. The Green Game Jam also invites Ubisoft's development
teams to design games with a sustainable development andecological approach. During the last edition, Ubisoft continued its
campaign to support the NGOs Marine Megafauna Foundation andOceana, which work to protect marine flora and fauna, as well as asocial economy company, Ecologi, which is dedicated toreforestation projects through the financing of climate projects.
Thanks to this commitment since 2021, Ubisoft has exceeded acumulative total of one million trees planted with its partner. The
programme will involve other in-game events throughout the year to
inform communities about the challenges of climate change. For
more information on this initiative, please refer to section 5.5.4.

4
5
6Another example of in-game Patronage/charity operations is theorganisation of a live event, bringing together 15 influential
creators from the UK, Canada and the Nordic countries on Skull &Bones in aid of the charity SpecialEffect. The initiative raised£20,000, which was added to the charity's Gameblast
24 fundraising campaign and put the spotlight on the charity's
contributors and activities.

7

Through these initiatives, Ubisoft demonstrates its commitment
to sustainable and inclusive growth in the video game industry.
The group promotes local economic development, supports
independent studios and provides opportunities for underrepresented communities. It also raises awareness of importantsocietal causes among its online communities.

8
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5.4.5 UBISOFT CREATES EDUCATIONAL OPPORTUNITIES TO DEVELOPPROFESSIONAL DIGITAL SKILLS FOR YOUNG PEOPLE FROM DIVERSEBACKGROUNDS AND WOMEN
Supporting education at Ubisoft’s operating sites is a top priority
for the Group. A number of educational programs have beencreated, some of which see the participants earn degrees,
allowing young people to gain access to digital professions, andto more recreational career paths, thus raising awareness ofthese professions and opening up new opportunities for students
who tend to shy away from the video game industry. In addition,
the Group’s team members have the opportunity to mentor theseyoung people over the long term.

Ubisoft supports educational programs
that prepare students for jobs in thetechnology sector

To help students prepare for their professional future in the digitalworld, Ubisoft is setting up programs to give them the skills theyneed and to open up new opportunities.
As a company committed to equal opportunities and to thefeminization of digital and video game careers, Ubisoft haslaunched a program called “Pearl” to enable young people, all ofwhom come from diverse backgrounds to train to join Ubisoft's
tech teams and help make video games and digital a more
inclusive and diverse sector. Since 2022, three classes have beenlaunched in France in partnership with two French organizations
Web@cadémie and Simplon.co, to train and graduate apprentices
in IT, production and web development professions. In total,
27 learners are part of this program, 70% of those from the firsttraining course have chosen to continue their studies or havefound a permanent contract, including 5 who have been recruitedby Ubisoft. In this context, the Ubisoft Montpellier studio, in
partnership with Simplon.co, is also supporting the all-female
training program for Application Developer Designers. These
partnerships, forged with the Web@cadémie and Simplon.co,show the way forward for other occupations in short supply inthe video game industry, opening the door to a new generation oftalent.
In addition to supporting university-age students, Ubisoft israising awareness among younger students about their potential
future in the video game industry. For the third year in a row,
Ubisoft took part in the Game Dev School for Girls initiative in
Serbia to raise awareness of computer programming among
young girls. This initiative aims to encourage girls to discover their
passion for video game development and break existing genderstereotypes in the industry.
By offering high-quality training and access to industry experts,
Ubisoft aims to inspire the next generation of women video gamedevelopers and promote diversity and inclusion in the industry.

Ubisoft makes learning accessible
through educational experiences

Ubisoft implements actions to make learning accessible toeveryone, regularly launching educational games that enable
players to acquire new knowledge. They cover a variety ofsubjects, such as history, science and mathematics, and aredesigned to be fun and engaging. By offering a fun alternative to
traditional learning, Ubisoft helps make education more accessible
and attractive to people of all ages and levels.

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Ubisoft provides schools and teachers with an educational modein several of its video games:■ For example, in Assassin’s Creed, Ubisoft offers a mode
named “Discovery Tour” that allows players to explore
historical and cultural environments, with particular attention
to the accuracy and authenticity of details. The Discovery Tour
offers the opportunity to discover information about thehistory, culture and daily lives of the people who lived in theseenvironments. Each edition has been acclaimed for its
innovative use of video game technology for educational
purposes and the promotion of learning while offering an
immersive and engaging experience.
■ As part of the Ubisoft Play to Learn program, the Group offers
cultural and educational institutions free access to a selectionof Ubisoft PC games with educational content related tohistory, geography, science and technology. The various
games available are: Discovery Tour: Ancient Greece byAssassin's Creed, Discovery Tour: Ancient Egypt by
Assassin's Creed, Rabbids Coding, Valiant Hearts: The Great
War, Anno 1404: History Edition. The programme enables
Ubisoft to go further and offer a wider audience a stimulating
and innovative learning experience through our games. Since
its launch in 2022, the Play to Learn programme has benefited
692 users around the world.

Ubisoft offers mentoring programs

Ubisoft is committed to supporting young people interested invideo game industry skills at every stage of their career. Mentoring
programmes are designed for all levels of schooling, fromdiscovering the video game industry to entering the job market.
During these programs, Ubisoft's in-house experts provide theirexperience to guide young people in their professional or academic
careers. Whether they want to explore the different facets of video
games, take part in university competitions or prepare to enter thejob market, Ubisoft provides support adapted to each stage. These
mentoring initiatives aim to foster learning, development andsuccess for future talent in the video game industry.
■ By working alongside international partners such as Fusion
Jeunesse, Ubisoft involves several of its studios in educational
initiatives to support and mentor international youth tobecome familiar with the video game industry. Since 2015,
Fusion Jeunesse and Ubisoft have been working with schools
to offer one-year experiential learning programs to primary andsecondary school students through the video game creation
program. The video game design program was launched as apilot project at Ubisoft Montréal and was implemented incollaboration with Ubisoft studios in Quebec City, Saguenay,
Toronto, Paris and Bordeaux. Throughout the year, students
learn to design, develop and market their own video gameunder the mentorship of Ubisoft developers. This year, inFrance and Canada, 32 mentors supported 1,498 young
people during 162 hours of volunteer work.

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CORPORATE SOCIAL RESPONSIBILITY
Optimizing our environmental impact t■ This year, Ubisoft Montréal organized the 14th edition of the
Ubisoft University Competition, a key event in the company’s
educational program. For 10 weeks, a record number of
200 students from 13 universities across Quebec gatheredaround the theme of Dream. The 25 teams benefited from theexpertise and support of mentors from Ubisoft. Once their
prototype has been finalized, all the teams will be invited topresent their creations at the Ubisoft Montréal studio. Eight
prizes will be awarded to the winning teams. This university
competition is an example of the opportunities Ubisoft creates
for emerging talent to take their first steps in the video gameindustry.
■ The “Develop at Ubisoft” program offers a mentoring
opportunity to women and non-binary people who are
studying or have recently graduated and are interested in thevideo game industry. The program aims to develop their gamedesign and programming skills and is open to future talent in
10 countries across North America, Europe and Asia-Pacific.
Since its launch, the “Develop at Ubisoft” program hasbrought together 79 participants in 19 different studios withthe support of 83 mentors.
Ubisoft is firmly committed to creating educational opportunities
to develop the professional digital skills of young people fromdiverse backgrounds and women. Through its partnerships andprograms, the group is strengthening its role as a catalyst for amore inclusive and educational video games industry, providing
pathways for future talent in the sector.

5.5

OPTIMIZING OUR ENVIRONMENTAL IMPACT

5.5.1

RISKS RELATED TO THE ENVIRONMENT

The consequences of climate change are gradually transforming
the economic and social conditions in which Ubisoft operates.
The Group is driven to address the new risks and opportunities
that are transforming the value chain, on the one hand, and theperception and expectations of our stakeholders, on the other.

some data centers could rise due to an increase in heatwaves
occurrence rate and failure to adapt cooling equipment. The same
applies to certain production sites that could see their activities
affected if adaptation measures are not taken to cope with theseclimate hazards (natural disasters, power cuts, etc.).

In terms of direct impacts on the environment, the Group’s
activities do not present any significant and immediate industrial
and environmental risks since the Group does not manufacture thephysical supports for the video games and tie-in products it
publishes and distributes. However, the Group’s activities are
subject to several indirect risks that may have a negative impact on
the distribution and use of our products. The increasing scarcity
of certain metals can impact the construction of the consoles
and hardware needed to allow our players to take full advantageof Ubisoft products. In addition, the constraints of the energy
transition on certain highly energy-intensive IT equipment
and gaming modes may limit the development and distribution of
new game models relevant to the Group’s future.

In today’s constantly changing climate conditions, Ubisoft has theopportunity, thanks to its commitment to managing and reducing
its GHG emissions, and its actions to raise awareness amongits stakeholders, to be a leader in the management ofenvironmental issues in the video game sector. In particular,
as the major impact of the business lies outside the scope of its
direct operations, Ubisoft actively works with other actors in thevideo game industry via joint initiatives (such as Playing for thePlanet) aimed at developing industry-wide solutions to reduce theenvironmental impact of video games.

Ubisoft has also identified potential risks related to climatic
hazards. Depending on their location, the operating costs of

5

1
2
3
4
5

This commitment can have a positive impact on the Group’s
reputation and attractiveness. Focusing on climate issues allows
Ubisoft to attract new investments, employee profiles andplayers aware of environmental issues, and to collaborate
with stakeholders that value these issues.

6

5.5.2 UBISOFT’S ENVIRONMENTAL COMMITMENT
Ubisoft is committed to optimizing its carbon footprint throughgreater use of renewable energies and an increasingly carefulselection of suppliers and technological systems, and to using
games to inspire its players to take action to protect theenvironment.
To concretely support these commitments, at the September
2019 Climate Action Summit, Ubisoft joined the “Playing for thePlanet” alliance as a founding member, an initiative that aims tohelp the video game industry achieve various targets to reduce
the environmental impacts of the sector.

7

Internally, the Impact Sustainability team is responsible formanaging the Group’s environmental issues and related
initiatives. In particular, the team defined the Ubisoft Play Green
strategy, which is centered on two priorities:8■ optimizing our carbon footprint across the entire value chain(from suppliers to customers);■ positively inspiring our stakeholders on environmental issues(business partners, employees, players) and encouraging
them to take action for the climate and the environment.

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u Optimizing our environmental impact

In terms of reducing GHG emissions along the value chain,
Ubisoft has defined three objectives:■ accelerate the reduction of greenhouse gas emissions of theGroup’s direct operations (scopes 1, 2 and 3 upstream) witha target of -8.8% per employee by December 2023 (1) . Thistarget has been achieved with a reduction in emissions of
38% per employee compared with 2019 (2). Ubisoft iscontinuing its reduction trajectory to reach its target of -10.8%
per employee by December 2024 (3) , compared to the 2019
comparison base. This target, identified as strategic, is
included in the calculation of the Chairman and Chief
Executive Officer's medium-term compensation (4);■ contribute financially, via an annual climate contribution, to thedevelopment of greenhouse gas avoidance and sequestration
projects outside its value chain. In 2023, this contribution
amounts to 23.5 ktCO2e;■ 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 (particularly emissions related
to the use of video games).
With regard to the positive influence of stakeholders, theprimary goal is to increase awareness among the teams and theaudience for Ubisoft games. As a media and entertainment
company, Ubisoft has access to a large audience, that can inspire
through its games and content. For this reason, the Groupconfirms its commitment to creating games that will encourage
players to take action on environmental issues and to adopt moresustainable behaviors.

In 2021, the Group strengthened its environmental strategy bymaking a commitment to the Science-based Target Initiative(SBTi), an independent body that validated Ubisoft’s global carbon
footprint reduction plan by 2030, in accordance with scientificdefined requirements to limit global warming to +1.5 °C. Ubisoft
has defined two priority areas of action:■ reducing Scope 1 and 2 greenhouse gas emissions by -42%
by 2030, compared with 2020;■ obtaining commitments from its suppliers, encouraging themto define an environmental strategy and an emission reduction
target, with the goal of seeing 67% of its suppliers (in termsof expenses covering goods and services purchased, capital
goods and transport and upstream distribution) set sciencebased targets by 2026.
These two objectives, validated by the SBTi in 2022 and identified
as strategic, are included in the calculation of the long-term
variable compensation of the Chairman and Chief Executive
Officer and the Executive Committee.
Finally, for the third year running, the Ubisoft group has
responded to the CPD Climate questionnaire issued by the
Carbon Disclosure Project (CDP), in order to publish the Group'sannual progress, both in managing its impact and in its journey
towards environmental leadership. The Group has been granted a
B rating for 2022, maintaining Ubisoft in the “Management”
category: this gratification underlines the quality of its extrafinancial reports as well as its management of climate issues.

5.5.3 UBISOFT’S ENVIRONMENTAL IMPACT IN 2023
Measuring the environmental impact of Ubisoft’s activities isfundamental to identify areas of improvement and implementing
effective actions to achieve the Group’s objectives. For thisreason, since 2015, Ubisoft has disclosed its environmental
impact by calculating and publishing its greenhouse gas
emissions report (BEGES).

Greenhouse gas emission reporting
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.
Ubisoft commissioned an expert consulting firm in 2015 to adapt
the protocol to its operations for the first carbon footprint
assessment. Ubisoft has since measured the change in the main
items comprising its greenhouse gases emissions each year.
Starting in 2020, a complete update of its GHG emissions has
been carried out every year and reported to the ADEME (French

(1)
(2)
(3)
(4)

158

ecological transition agency, under the supervision of the French
Ministries responsible for Research and Innovation, the Ecologicaland Solidarity 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:■ Scope 1 covers direct emissions, mainly derived fromcombustion sources used at data centers and buildings, andfrom fugitive emissions from refrigerant gas leaks;■ Scope 2 covers indirect emissions, from electricity consumption,
in offices and data centers;■ Scope 3 – upstream covers all other indirect emissions from
Ubisoft’s activities, including product distribution, whether inphysical or digital format.
In 2023, the methodology used has not been modified. Only theemissions factors for electricity, gas, home-work transport andnon-standard products have been updated for 2023 in line withactual changes in energy mixes, emissions factors and productcompositions. Ubisoft is working to present its greenhouse gas
emissions more precisely, in particular by geographical area.

With 2019 as the pre-Covid comparison base and the 2019 methodology, baseline value 5.7 tCO2eq
Objective expressed in 2019 methodology
With 2019 as the pre-Covid comparison base and the 2021 methodology, baseline value 9.5 tCO2eq
This indicator is presented in section 4.2 “Compensation of corporate officers”

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5Results of the 2023 Greenhouse Gas Emission Report

For 2023, the GHG emissions associated with Ubisoft’s activity in the above-mentioned scope totaled 145 metric kilotons of CO2eq, i.e.
7.4 tCO2eq per employee.
GHG emissions by scope (tCO2eq)

2023

2022

2021

Scope 1

2,852

2,981

2,760

Scope 2 – Market-based method

7,314

13,206

16,355

Scope 3 – Upstream

135,333

131,602

128,876

TOTAL

145,499

147,789

147,991

7.4

7.2

7.2

tCO2eq/employee
In 2023, the Ubisoft group's overall emissions fell by around 2%
compared with 2022. Emissions per employee have increased inline with the change in our workforce compared with 2022.

Carbon intensity per employee (tCO2eq/employee) is one of theindicators used today to assess the Group's decarbonization
actions and the achievement of targets set up to 2024.

On the one hand, scope 2 emissions decreased thanks to anincrease in the share of renewable energies. On the other hand,
the resumption of normal activity following the effects of the
COVID-19 pandemic on Group activities, and the lifting ofrestrictions on business travel, led to an increase in Scope 3
emissions. However, this increase has remained limited,
mitigated by the reduction in emissions associated with the
supply chain and the actions taken on emission categories. The
share of Scope 3 in the Group's total emissions is higher than in
2022, due to the decrease in Scope 2 emissions.

The main sources of greenhouse gas emissions in 2023 are:1
2

■ purchases (excluding services and goods already taken into
account in other emissions categories);■ data centers (including external hosting services and energy
consumption);■ buildings (energy consumption,
conditioning systems);

fixed

assets

and

3

air

■ business travel by plane;■ commuting and visitors.

4

Carbon footprint by scope

2%

5%

5
Scope 1

93%

Scope 2 (Market-based method) *Scope 3 - Upstream

6
7

Carbon footprint by category

3%

1%

5%

3%

15%

5%

Purchases
Buildings

8

Data centers

60%

IT Assets
Freight
Manufacturing

8%
*

9

Business travels
Commuting & Visitors

For reference using the GHG Protocol’s location-based approach, Scope 2 represented 21,066 tCO2 in 2023

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Understanding and reducing
our environmental impacts(scopes 1, 2, 3 – upstream)

As a multinational Group with over 19,000 employees in
28 countries worldwide, a comprehensive and structured
decarbonization plan is essential to accelerate and achievesignificant emissions reductions. That's why in 2019, Ubisoft
commissioned a consulting firm to identify the main levers for
reducing its emissions and set preliminary targets. The main
results of the study were tested during an internal feasibility
study in 2020. The results of this analysis led to the Group's
commitment to actively contribute to reducing its global carbon
footprint, by launching both a decarbonization plan for its direct
operations and a voluntary climate contribution strategy.
In 2021, all decarbonization commitments and best practices for
the IT, Workplace, Purchasing, HR and Communication functions
were consolidated in a document entitled Decarbonization
Guidance. In 2022, a new section dedicated to event organization
was added. This guide, aimed at all Group subsidiaries, wasdesigned to coordinate local decarbonization actions in order tomake them more efficient and consistent. These actions target
energy (prioritizing renewable energy sources), efficiency(optimization), energy savings (assessment of actual andunnecessary 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.
Group entities can perform a self-assessment every 6 months tomeasure their progress and identify obstacles. A set of resources(best practices, webinars) is made available to the entities, tohelp them achieve their decarbonization targets.
This set of resources is used to manage the reduction ofenvironmental impacts throughout the Group.

Management of direct emissions (SCOPE 1)

Scope 1 emissions refer to direct greenhouse gas (GHG)
emissions stemming from sources controlled or owned by
Ubisoft. Direct emissions represent only 2% of the Group's total
emissions. These emissions are mainly associated with the useof fossil fuels to generate electricity or heat certain Group sites
and data centers. The second category of Scope 1 emissions isfugitive emissions linked to leaks from air-conditioning systems.

Direct GHG emissions (tCO2eq)
GHG emissions (tCO₂eq)

2023

2022

2021

Buildings

2,813

2,956

2,726

Data centers
TOTAL
Scope 1 emissions are down by 4.3% overall, representing a
reduction of 129 tCO2e in 2023 compared with 2022. This
reduction is due to improved reporting of fuel consumption datafor our buildings, as well as to changes in emission factors forgas. Emissions linked to fuel consumption in our data centers, on
the other hand, have increased by 56%. Fuel consumption isdependent on the start-up tests of our emergency powersystems, the frequency of which can vary from year to year.
Data center energy optimization is a subject on which Ubisoft andits partners are working particularly hard.
In 2022, the Smartdc data center in Rotterdam implemented aheat reuse system. Three heat pumps were installed in thebuilding, transforming the heat generated by the servers to heat
the neighboring areas of the Van Nelle factory, a UNESCO World
Heritage building.

39

25

34

2,852

2,981

2,760

By reusing the energy generated by the data center, Smartdc
enables the factory to avoid the use of fossil fuels to heat the building
during winter seasons, and the associated Scope 1 emissions.
In 2023, more than 3,000 MWh of heat were reused by Van Nelle
Fabriek, reducing their gas consumption by 50% and helping to
cut emissions.

Management of indirect emissions (SCOPE 2)

Scope 2 emissions refer to indirect greenhouse gas (GHG)
emissions stemming from energy consumed, the sources ofwhich are not owned by the Group. For Ubisoft, this scopeincludes emissions related to the electricity consumption ofbuildings, data centers and homes of staff working from home.
By 2023, Scope 2 emissions will represent 5% of Ubisoft's total
emissions.

GHG emissions related to electricity consumption (tCO2eq) (1)
GHG emissions (tCO2eq)

2023

Location-based approach

21,066 (2)2022
26,981 (3)2021
25,618 (4)Market-based approach

7,314 (2)13,206 (3)16,355 (4)tCO2eq/person (market-based)

0.37

0.64

0.80

(1) GHG emissions expressed according to the GHG Protocol’s location-based and market-based approaches(2) Of which 2 944 tCO2eq related to work from home(3) Of which 4 738 tCO2eq related to work from home(4) Of which 5 884 tCO2eq related to work from home160

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In 2023, Scope 2 emissions decreased by around 45%,
representing 5,892 tCO2e. This reduction is linked to the drop in
our electricity consumption on the one hand, and to the increasein the percentage of renewable energies on the other. In addition,5

the estimated time spent working from home has decreased
from 59% in 2022 to 50% in 2023, thus contributing to the
reduction in emissions associated with teleworking.

Electricity consumption of our buildings
2023

2022

2021

Consumption of sites in MWh (excluding work from home)

48,573

52,91754,184

Estimated consumption at home of team members in MWh(work from home)

16,95524,03929,448Consumption per person in kWh (excluding work from home)

2,458

2,564

2,644

Consumption per person in kWh (total)

3,316

3,729

4,081

Average electricity consumption per person at Ubisoft sites has
fallen by 11% compared with 2022. This consumption is also lower
than in 2019, before the widespread use of work from home.
The Group encourages its sites to switch to renewable electricity
supplies wherever possible. In 2023, twelve were able tocomplete this transition: Barcelona, Belgrade, Bucharest,
Düsseldorf, Atlanta, Kyiv, Odesa, Warsaw, Mumbai, Pune, Tokyoand Singapore. In 2023, 96% of the electricity consumed at
Group sites came from renewable energy sources (1) versus 78%
in 2022.
Ubisoft continues to improve the energy efficiency of its
workspaces and encourages energy-saving practices. Against the
backdrop of the global energy crisis in late 2022, the Group had

1launched an energy-saving plan aiming to reduce the energy
consumption of sites and prevent the risk of power cuts in certain
countries. The entities were also reminded of the various
potential energy-saving actions they could take. In 2022, forexample, the IT teams had launched a “Wake-on-Lan” solution
enabling remote shutdown of IT equipment. In 2023, thedepartment migrated to a new, more efficient “Power Plug”
solution. For the last sites to have migrated to this new solution,measurements show encouraging results, with standby time
reduced by almost 70% and shutdown time 3 times greater. By
March 2024, this solution had been deployed at almost 26 sites,
covering 49% of the Group's team members, with rollout due tobe completed by April 2024 (2).

2
34Electricity consumption of our data centers
Data centers

2023

2022

2021

Total consumption in MWh

51,65648,32639,654

Location-based approach

9,689

11,8148,907

Market-based approach

2,234

1,264

1,450

GHG emissions related to electricity consumptions (tCO2eq) **5

GHG emissions expressed according to the GHG Protocol’s location-based and market-based approaches

Data center electricity consumption increased in 2023. This
increase in electricity consumption is accompanied by a slightdecrease in the share of electricity from renewable sources, from
97% to 94% in 2023.

slight increase is due to better data quality on our consumption.
These increases are in line with the latest observations describedin the ARCEP report, which observes a rise in data centerelectricity consumption from 2021 onwards (4).

The data centers' carbon footprint remains significant, evenmitigated by a renewable electricity share of over 90%. This
increase can be explained by the needs of our team members
and players, as well as by demand from external customers,
which is set to keep growing. It is therefore important toanticipate and implement strategies capable of generating
efficiency gains in our own data centers, as well as with external
hosting and cloud partners. To that end, Ubisoft is working
closely with its most influential and committed partners to createcollective climate change initiatives. The average PUE (3) for theinternal data centers of Ubisoft group subsidiary Smartdc
remained stable between 2022 and 2023, at around 1.42. The

To meet the challenges of energy optimization, Ubisoft's teams
are implementing concrete actions. In 2023, for example, theteam in charge of data center infrastructures worked on
optimizing existing infrastructures. Renovation work wasundertaken at the Paris data center, to deploy a test unit for an
immersion cooling system for servers. The aim of this technology
is to improve the efficiency of the data center infrastructure andreduce IT energy consumption by around 20%. This technology is
still in its emerging stages, and requires time to optimize its
implementation.

6
7
8
9

(1)

(2)
(3)

(4)

Only sites with a contract specifying a % of renewable electricity specific to the supplier and those whose electricity consumption is covered byrenewable energy certificates have been taken into account (methodology complying with RE100)
26 IT sites, 6 of which are currently being rolled out
Power Usage Effectiveness: ratio between the energy used by the facilities and the energy supplied to the servers. It measures the efficiency of data
center energy use
Arcep (2024) “Enquête annuelle “Pour un numérique soutenable” – 3e édition (données 2022).”UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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Management of upstream indirect emissions(SCOPE 3 – Upstream)

Scope 3 as presented in this section includes indirect emissions
associated with our upstream value chain, which accounted for

93% of Ubisoft’s total emissions in 2023. The Group's scope 3
downstream emissions come mainly from the use of games andcorrespond to the manufacture and use of networks andterminals to access and play Ubisoft games.

Upstream value chain GHG emissions (tCO2eq)
Classification

2023

2022

2021

Purchases

87,777

82,61485,891

Buildings

4,251

4,665

4,537

Data centers

18,982

18,34814,436

IT equipment

4,810

6,613

7,192

736

1,166

1,234

Manufacturing

4,382

5,930

8,492

Business trips

6,642

4,146

1,098

Upstream and downstream freight

Guests and commuting
TOTAL

7,753

8,120

5,995

135,333

131,602

128,876

2023

2022

2021

87,777

82,61485,891

4.4

4.0

4.2

Purchases
GHG emissions (tCO2eq)

tCO2eq/employee
Across the total carbon footprint, purchases of services (and, to alesser extent, goods) represent the largest item, accounting for
60% of the Group's total emissions. GHG emissions amount to87,777 tCO2eq in 2023, compared with 82,614 tCO2eq in 2022,
representing an 11% increase in emissions per employee. Most ofthese service purchases come from marketing and subcontracting.
The carbon footprint of purchases has increased in 2023 mainly
due to major marketing purchases, accompanying the release of
several games throughout the year.

The current spend-based method of calculating the carbon footprintof purchasing does not allow for the direct identification of reduction
levers. Therefore, in order to select sustainable products and services
and to encourage Ubisoft's suppliers to reduce their own emissions,a new Group Purchasing policy has been launched for 2022.
In order to reduce the uncertainties linked to the spend-based
methodology, we are currently working on new methodologies,
based on more precise actual consumption data for the mostimpacting categories.

FOCUS: GREEN PROCUREMENT POLICYThe Green Procurement Policy is based on two pillars:
prioritizing sustainable solutions and suppliers, and engaging
with our current suppliers.
To promote more environmentally friendly procurement, a newenvironmental criterion has been incorporated in the selection
process. This criterion takes into account the supplier’s
environmental strategy and action plan, and accounts for 15%
in the overall assessment of the solution.

(1)

An annual meeting is also held with the Group’s strategic
suppliers in order to address their environmental strategy andencourage them to define an objective and a plan to reduce
their emissions.
These two approaches serve to encourage our current andfuture suppliers to define an environmental strategy, anobjective and a plan to reduce their emissions. This is one of
the Group’s two science-based target commitments: at least
67% of suppliers (1), in terms of spending, must have defined
their own science-based target by 2026.

Covering goods and services purchased, capital goods, transport and upstream distribution

Lastly, to engage our business partners, a supplier Code of Conduct was created and rolled out in 2022, asking them to comply withthe environmental regulations applicable in their country and encouraging them to measure and reduce their environmental impacts(GHG emissions, pollution, resource consumption, etc.).

Data centers (excl. energy)
GHG emissions (tCO2eq)

2023

2022

2021

Data centers *18,982

18,34814,436*

Emissions related to buildings, servers and purchases of hosting services

Indirect emissions from data centers represent 13% of Ubisoft's carbon footprint in 2023. The increase in emissions associated withdata centers is directly linked to the growth in electricity and fuel consumption associated with testing, as well as the purchase of
external hosting services required for our business.

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5

IT equipment (excluding data centers)
GHG emissions (tCO2eq)

tCO2eq/person
As a player in the video game industry, the management of our IT
equipment and its emissions is a challenge we must address. In
2023, our IT equipment will account for 3% of Ubisoft's carbon
footprint. Emissions in this category will amount to 4,810 tCO2eq
in 2023, compared with 6,613 tCO2eq in 2022.
This 27% reduction in our emissions is largely due to better
management of our IT assets (improved reporting,decommissioning of hardware) and the longer lifespan of ourequipment.

Ubisoft’s Green IT approach:As a company in the digital sector, the Green IT program plays anessential role in reducing Ubisoft's environmental impact.
IT activities are at the heart of Ubisoft's operations, accountingfor 16% of the Group's emissions in 2023. The Ubisoft IT
Department aims to be a pioneer in the adoption of sustainable
technologies. Actions to reduce CO2 emissions undertaken since
the start of the program in 2021 are bearing fruit, with inparticular a reduction in CO2 emissions from our IT equipment.
Our IT teams are also committed, with a Green IT training
completion rate of 84% this year.
Two and a half years after the launch of the Green IT program in
the summer of 2021, the objective for 2023 has been to takestock, assess the impact of the actions undertaken and identify

2023

2022

2021

4,810

6,613

7,192

0.24

0.32

0.35

areas for improvement. To this end, with the help of a consulting
company, an assessment of the maturity of the Green IT program
was carried out, based on the criteria of the Label Numérique
Responsable. Ubisoft IT obtained a score of 68% on different
axes, including Strategy and Governance, Communication andTraining, Digital Services Lifecycle and Digital Equipment
Lifecycle.

1This maturity assessment enabled Ubisoft to evaluate thestrengths and areas for improvement of its Green IT strategy inrelation to the capabilities of its various studios and businesslines, thus facilitating prioritization and decision-making. In
addition, environmental and cost-cutting opportunities have also
been identified and pursued to improve equipment utilization andextend its lifespan.

2

Thus, the main priorities of the Green IT strategy for 2023-2025
are as follows:3■ adjust and improve the life cycle of IT assets;■ minimize the impact of IT infrastructures (data centers andservers);■ optimize the data lifecycle;

4■ raise awareness and develop skills;■ foster collaboration with studios and production teams to
implement joint “green” initiatives.

Manufacturing and freight
GHG emissions from manufacturing (tCO2eq)

2023

2022

2021

Standard and non-standard products

4,382

5,930

8,492

GHG emissions from freight activities (tCO2eq)

2023

2022

2021

Upstream and Downstream freight

736

1,166

1,238

In 2023, the production of standard products (physical video
games) and non-standard products (tie-in products) accounted for
3% of Ubisoft’s carbon footprint. These GHG emissions amounted
to 4,382 tCO2eq versus 5,930 tCO2eq in 2022. This 26% decrease
was due to the drop in the number of physical games and tie-in
products manufactured in 2023. The emissions associated withthis item are directly linked to the number of games released
during the year, which can vary significantly depending on the typeof physical medium (disc, cartridge or code).
GHG emissions related to the transport of these goods upstream
and downstream of their production amounted to 736 tCO2eq in
2023, representing a 37% reduction in emissions compared with
2022. This reduction is correlated with manufacturing activity,and
therefore with the reduction in the number of physical andderivative products manufactured.

(5)

5
6

The increasing digitization of Group products makes it possible tomitigate the carbon impact of the supply chain. 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 2024, this share gained
more than 20 points compared to financial year 2019.

7

Since 2022, the physical version of Just Dance 2023 Edition was
distributed exclusively in “code in box” format (5), thus eliminating
the environmental impact linked to the production of the game
cartridge or disc.

8

In 2023, cardboard packaging was developed for the physical PC
edition of Skull&Bones (released in February 2024). This
cardboard version halves the emissions linked to the manufactureof the box compared with a plastic version. This firstdevelopment is part of a drive to explore eco-design possibilities
and help reduce the use of plastic.

9

The “code in box” format refers to a game box containing a download code instead of a game cartridge or disk

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Business trips
Kilometers traveled

2023

2022

2021

Total (thousands of kilometers traveled)

37,00024,9596,588

Kilometers traveled/person

1,872

1,209

321

GHG emissions (tCO2eq)

tCO2eq/person
Out of Ubisoft’s total emissions, the share associated withbusiness travel represents 5%. GHG emissions for this item
increased compared to 2022. This is due to the lifting of the latest
restrictions linked to the pandemic and the resumption of normal
activity for Ubisoft, with a multitude of game releases. Comparedto the 2019 pre-pandemic carbon footprint, emissions related to

2023

2022

2021

6,642

4,146

1,098

0.34

0.20

0.05

business travel were still much lower, with a 68% decrease
between 2019 and 2023.
In 2023, the Group travel policy limited business travel to only
what was strictly necessary, to avoid an upturn similar to 2019.

FOCUS: GREEN TRAVEL POLICY
In 2022, the Green Travel Policy was launched across the Groupin order to ensure more sustainable travel practices while
maintaining a high level of productivity and camaraderie. This
policy describes the practices to be observed for businesstravel. To begin with, it recommends the use ofvideoconferencing in certain circumstances, particularly formeetings lasting half a day or less.
If travel is necessary, several best practices must be observed.
Where a railway connection exists, trips of four hours or lessmust be made by train.

Commuting and visitors

CO2 emissions from commuting and guests are directly linked tothe headcount and working from home. Commuting and guest
emissions amounted to 7,753 tCO2eq versus 8,120 tCO2eq in
2022. In 2023, this category represented 5.3% of Ubisoft’s carbon
footprint. There was little change in the modes of transport used,mainly due to the lack of alternatives in some countries and thedecline in work from home, which contributed to the increase inemissions under this heading. Emission factors have changed thisyear, reducing the overall impact of this category.
In 2023, a guide to soft mobility was created and shared acrossthe Group. This document brings together internal and external
best practices as well as a list of actions to be launched by thedepartments concerned by the subject: mainly HR, Workplace
and Communication.

Decarbonization of the value chain(Scope 3 – downstream)

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

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Depending on the distance traveled, a minimum length of stayis recommended to optimize travel and reduce the frequency oftravel. Once on site, public transport or walking must be
prioritized, with the use of taxis remaining exceptional.
The target set was to reduce the number of kilometres flown
per person by 20% by 2022 compared with 2019. This objective
has largely been achieved, with a 76% reduction in kilometrestravelled per person in 2023 compared with 2019. The
challenge now is to maintain a stable level of business travel
distances and mitigate the increase resulting from the recovery
in global aviation activity without travel restrictions.

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 of life cycle
GHG emissions. The remainder (90% to 95%) comes fromdownstream: emissions outside Ubisoft’s direct scope of action,
mainly related to the manufacture and use of networks andterminals to access and play games.

Downstream emissions related to product use

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 an active contributor to the “Playing
for The Planet” alliance, working to mobilize the industry to
reduce its carbon footprint. In particular, the Group contributes tothe development of tools to measure and reduce industry
emissions.

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In 2023, as part of the work carried out with the “Playing for thePlanet” alliance, an initial report entitled “Untangling the carbon
complexities of the video games industry” (6) was published. This
report provides guidance to industry players on measuring thecarbon emissions associated with games, as well as raisingawareness and providing actionable tools for players on theimpact of their gaming sessions. Among the recommendations
for game publishers like Ubisoft, the report suggests thatemissions from the use phase should be reported outside theCarbon Footprint. Emissions from games are closely linked to thegame media used, so it is difficult to grant a perimeter to each of
the players, and they had been identified as not falling within theminimum reporting perimeter defined by the GHG Protocol.

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.

In order to assess the impact of Ubisoft's games, we have drawn
up an initial estimate of emissions linked to active game session
hours over the year 2023. To do this, we have chosen to keep thescope small in order to ensure good quality data from our internal
tools, our partners and our LCA. For this reason, our estimate isbased on data from the actual use of our games and not on
estimates over the life of the products as presented in the GHG
Protocol method.the calculation methodology used takes into
account the energy impact of our games on consoles with a screen.

The Group has joined forces with a partner specialized in thevoluntary carbon market to access a large catalog of climate
contribution projects that meet various goals:

We have therefore estimated that emissions from hours ofgaming in 2023 was around 114 ktCO2e. This represents theequivalent of 80% of Ubisoft's total carbon footprint.

For Ubisoft, this means going beyond the recognition of its
environmental impact. The financing of these projects is in no
way a substitute for emission reduction targets because it is nota physical and effective offset of emissions calculated by theGroup in previous years. This is a voluntary and complementary
effort by the Group to contribute to the trajectory of global carbon
neutrality.

1■ avoid greenhouse gas emissions generated by third parties byaccelerating their low-carbon transition (development of
renewable energy, energy efficiency, etc.);2■ preserve existing carbon stocks by protecting ecosystems
such as forests;■ capture CO2 by restoring natural ecosystems and thus
creating carbon sinks.

3This year, Ubisoft supported projects developed in regions where
the Group is present:

In the coming years, we want to refine our methodology to obtaina more accurate and relevant calculation of the impact of ourgames. In addition, this analysis will enable us to identify themain factors behind the environmental impact of our games andto launch specific projects aimed at reducing it (for example, ecofashion and eco-design projects).

■

reforestation of a burnt plot of land in Gironde (France);■

installation of biodigesters in rural areas of the Madhya
Pradesh region in India;■

a series of projects to optimise energy use and improve
waste management in the Quebec region of Canada.

Voluntary climate contribution

Ubisoft has ensured that all the projects supported comply withthe requirements of internationally recognized standards (GoldStandard, VCS, UNFCCC, etc.) and therefore meet the necessary
quality criteria (projects that are actual, measurable, additional,
permanent, monitored, verified, and provide the best social andenvironmental guarantees).

In addition to its decarbonization efforts, the Group financed
projects in 2023 for the fourth year in a row aimed at avoiding andcapturing greenhouse gases outside its value chain, covering
23.5 ktCO2e in emissions. This is a necessary, albeit inadequate,
step towards the contribution to 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 of carbon credits.

5

4
5
6

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.

7

Ubisoft’s approach is aligned with the guidelines of the Net Zero
Initiative, which specifically state that the voluntary purchase ofcarbon credits should go hand in hand with a decarbonization
strategy and that gross greenhouse gas emissions should bereported separately from voluntary purchases of carbon credits.

8
9

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u Optimizing our environmental impact

5.5.4 INSPIRE POSITIVELYTeam members

The Group's carbon footprint highlights the link between the day-today activities of the teams and several sources of emissions.
Accordingly, Ubisoft strives to raise awareness among its teams
about their environmental impact and included a section dedicatedto environmental protection in its employee Code of Conduct.
Ubisoft expects teams to actively contribute to the company’senvironmental commitment by supporting decarbonization plans at
Group level and in the course of their professional duties.
Awareness-raising and training actions are carried out both atGroup level and at local level, at the initiative of each site.

Green Committees

Green Committees are voluntary groups of employees, whoshare the 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 and take action on adaily basis, by sharing smart, straightforward advice on how to
reduce environmental impact at work or at home.
Since the project was launched, more than 15 “green”
committees have been formed around the world, covering 35 of
our sites by 2023, reflecting the ecological commitment of the
Ubisoft teams and their dedication to combating global warming.
Thanks to their commitment and the support of management, a
number of initiatives have been launched, ranging from wastesorting and reduction in the workplace to the deployment oftargeted practices in IT. Their actions encourage team members
to help protect the environment by changing their behaviors.
Ubisoft encourages these initiatives by giving leaders theopportunity to spend 10% of their working time on the “green”
committee they supervise.

FOCUS: UBISOFT GREEN DEVELOPERS INITIATIVEIn December 2020, a group of team members called “Ubisoft
Green Developers” was created to explore how video games
can contribute to a more desirable and greener future.

Green Events

In 2023, a number of events focusing on environmental issues
were organized throughout the Ubisoft group. For example, anumber of initiatives took place on Earth Day, including
conferences such as “How to beat obsolescence” in Montreal,
and bike maintenance workshops at our French sites to raiseawareness and help team members take action on the theme of
the circular economy. Other sites, such as those in China, havetaken part in tree planting to restore forests. In 2023, all our sites
in France, Canada and 8 other sites in Asia and the United States
carried out Earth Day initiatives.
Throughout the year, numerous events were held in connection
with environmental issues. For example, the Ubisoft Philippines
Green Committee decided to organize a project linked to theissues facing our industry, namely electrical and electronic waste.
As part of this project, a collection of various items of equipmentthat are no longer in use or working order was set up. This waste,
known as “e-waste”, was collected by a certified organization forrepair and donation to local communities.
In our Indian Studios, several conferences were organized with
our partners, to highlight and perpetuate our actions already inplace, such as tree planting in Pune. The “Green Tutorial”
conference provided an opportunity to share best practice andsuggest ways of reducing our personal impact. The conference
was introduced by the Administrative Director for Pune andMumbai, who highlighted the initiatives implemented in thestudios in line with Ubisoft's decarbonization plan.

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The aim of the initiative is to discuss the treatment ofenvironmental issues in games and other types of entertainment,with a view to helping the Group's production teams address the
subject in their content as successfully as possible (audience,commercial potential, positive impact on players' environmental
behaviour).

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:■ understanding: scientific insight into major climate systems,
the collapse of biodiversity, overuse of natural resources andthe impact of these changes on human societies;■ action: a roadmap to action so that everyone can work on thecompany’s ecological footprint and their own footprint. One of
the strengths of this program lies in the targeted actions it
offers to each company function (IT Department, Human
Resources Department, Marketing and Communication
Departments, Purchasing Department, Finance Department,
Legal Department) with the aim of providing the most
personalized support possible. Each employee will therefore
have the opportunity to build their own learning path according
to their role.
In 2023, the “Climate School” e-learning program was integrated
as mandatory training for new arrivals (1). In addition, a new
training course has been made available to teams, with a moreconcise module covering the basics of climate change. Finally,
specific training for certain key professions is also available on theinternal training platform and deployed throughout the Group.
These “job” modules have been made compulsory for certain
teams, notably IT and Marketing.

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Optimizing our environmental impact t

Industry partners in the “Playing
for the Planet” alliance

The “Playing for the Planet” alliance is a group of 42 organizations,
all members of the private video game sector, that have madevoluntary, specific and timebound commitments for people andthe planet. Some of the biggest names in the video game industry(such as Sony Interactive Entertainment, Microsoft, Rovio,
Supercell, UKIE, ISFE, Bandai Namco, Unity and Ubisoft) haveformally committed to harnessing the power of their platforms andgames to help tackle the climate crisis.
Under the aegis of the United Nations Environment Program(UNEP), the Alliance 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.
As a member of the Playing for the Planet Alliance, Ubisoft isrequired to:■ make specific and measurable commitments in areas such as
decarbonization and player awareness;■ ensure the support of its team members and partners on theroad to sustainability;■ share its learning with other members and participate actively
in working groups;■ report annually on progress and make new commitments.
In 2023, Ubisoft has committed to a number of initiatives as partof its participation: contribution to the working group on plastics
and packaging, decarbonization, participation in the Green Game
Jam. All the actions of the alliance and its members are detailed
in the Playing for the Planet 2023 impact report.

5

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 aim of this competition is to raise
players' awareness of climate change issues through gameplay.
Together, the members of the Playing for the Planet Alliance havethe capacity to reach over a billion players. The aim of the Green
Game Jam is to get developers to create green activations in theirlicenses, which can be offered to gamers the following year.
In 2023, 5 Ubisoft video games have taken part in the initiative:
Brawhalla, Hungry Shark World, Hungry Shark Evolution and Idle
Minor Tycoon, which are among the projects that have remained
loyal to the initiative. The challenge is to offer players innovative
ways of taking action by integrating it directly into our games. The
Green Game Jam gives greater visibility to certain initiatives,
while encouraging greater commitment from players. It's also an
opportunity for our teams to find new ways of making a positive
impact on our ecosystems. More than 2.5 million players took
part by playing quests, finding out about our partners' activities or
making financial contributions. This event enabled developers torealize that they can have an influence via games, in which theactions of online players have a real impact on the environment.
Since 2021, 1.6 million trees have been planted in the real world
thanks to in-game activities in collaboration with our partners andour players. The combined actions of our various studios taking
part in the event and those of the alliance's members have raised
funds that have been donated in full directly to NGOs working toprotect biodiversity in the Amazon, on the Himalayan plateau andon the east coast of Africa.

1
2
3
4

Independently of this event, the 2023 in-game environmental
activations supported the “Waves of Change” initiative and theactions of the NGOs Oceana and Marine Megafauna Foundation.
The initiative integrated into the “Skull & Bones” game helped toraise awareness and preserve underwater ecosystems.

5

Ubisoft studios were able to observe the motivation of theirteams and take advantage of the unique opportunity offered by
the Green Game Jam to take part in conferences and workshopswith their industry peers and specialists on the environmental
issues that affect them. As well as raising awareness amongplayers, the event helps to engage team members within Ubisoft
studios and find ways for the industry to contribute toenvironmental issues.

6
7
8
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5.6

ETHICAL BUSINESS MANAGEMENT

5.6.1

DUTY OF CARE PLAN

5.6.1.1 Introduction

The Duty of Care Plan was introduced in accordance with 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.
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 insection 5.6.1.2. The Group nevertheless details here all of therisks identified, even where these would not constitute a risk ofserious violation.

Steering and governance

The measures taken to promote compliance with human rights,
personal health and safety, and environmental rights in relation to
suppliers and subcontractors are taken by the teams in charge ofpurchasing, and the tools and methodologies used are developed
jointly between the CSR, Purchasing, and Legal teams and theAdministration Department. The Duty of Care Plan is integrated in
the existing CSR approaches, policies and commitments.

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 the 2021-2022
financial year, in partnership with a specialized consulting firm.
Ubisoft teams specializing in their field or operational scope, as
well as suppliers representing the Group’s supply chain and theirown business sector, took part in the exercise.

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168

5.6.1.2 Direct risks related to the Group’s
activities: risk mapping and actions
implemented
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 (for example, its risk mapping exercise
related to the use of personal data uses the impact 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 unlawfully using
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.

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

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The measures put in place 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;■ employee training, communication and awareness-raisingactions;■ 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 conducting 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 training and awareness-raisingprogram for our teams focused on 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.

(2)
(3)
(4)

5

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. Changes have been introduced in the organization of
our game production process, leading to improved
organization of development team working hours. The periods
granted for the completion phase were increased to
12 months in order to better prepare for game releasedeadlines. In 2021, the Group worked with an external partnerto conduct a global audit of working hours and overtime inorder to better understand the overall context of the teams’
working conditions. This audit resulted in new measures
decided by the management team, which were implemented
in 2022 (see section 5.3.3 for more details);

1
2
3■ risk of harassment and discrimination at work: The Codeof Conduct was updated and shared with all teams during a
new campaign, with a signing rate of 93,4% at March 31,
2024. Anti-harassment and anti-discrimination policies wereshared with all teams at Group level. The feedback collection
process (see 5.4) makes it easier to detect weak signals.
Finally, training on harassment and non-discrimination wasadded to the annual “Ubisoft Fundamentals” campaign, with acompletion rate of 92% for 2024;

4■ 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.

5
6

Risks linked to the Group’s environmental impact

Given the nature of its activities, the Group has not identified any
risk of serious damage to the environment or to specificecosystems. The only risks identified present a minor andstructural impact, such as the carbon impact. Ubisoft has set atarget for reducing GHG emissions per employee by -8,8% (3) byDecember 2023, which was largely achieved. To pursue its
commitment to the environment, the Group has set a new targetof reducing GHG emissions per employee by -10,8% (4) byDecember 2024. To achieve this target, the Group has establisheda plan to contribute to global carbon neutrality, which involves
decarbonizing its direct operations combined with voluntarycarbon credit purchase plans. For more information on themeasures taken to reduce our carbon impact, see section 5.5.

7
8
9

Ubisoft has therefore chosen to adopt the methodology proposed by the CNIL
With 2019 as the baseline, pre-Covid, and 2019 methodology, baseline value 5.7 tCO2eq
With 2019 as the baseline, pre-Covid, and 2021 methodology, baseline value 9.5 tCO2eq

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5.6.1.3 Indirect risks linked to companies
with which the Group has anestablished 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. In financial year 2021-2022, Ubisoft
thus specifically mapped out the risks associated with its supply
chain, aided by a specialist consulting firm. The objective of thisanalysis was to identify the material risks in its supply chain interms of human rights, personal health and safety, andenvironmental impact, and to assess the criticality of the purchasecategories 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 anddocumentary research, calling on teams specializing in their areaof expertise or operational scope and on suppliers representing
the Group’s supply chain and their own business sector. 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 fourlevels ranging from “low” to “high”. The 17 key risks aremonitored in a global map covering all of the Group’s operationalpurchasing 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

Psycho-sociological disorders in the workplace
Use of toxic raw materials

Significant

Environment

Significant

Waste management failure

Environment

Significant

Use of non-durable packaging

Environment

Significant

Excessive overtime for skilled workers

Human rights

Moderate

Lack of protection of Ubisoft stakeholders’ personal data

Human rights

Moderate

Illegal work or work performed by undocumented persons

Human rights

Moderate

Job instability

Human rights

Moderate

Health and safety

Moderate

Environment

Moderate

Inadequate health and safety conditions at production sites liable
to result in a workplace accident
On-site pollution

170

Health and safety

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.

Hosting/IT services

SoftwareHardwareTelecommunications

Office expenses

TravelConstruction works

Facility management

Tie-in products

Promotional
materials

Distribution

ManufacturingNon-creative profit
services

Buildings

Production

IT

Post-launch
operations andcertifications

NCPS

General andadministrative
expensesMarketingMarketing andproduction
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.
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.

5.6.1.4 Implementation and monitoringof measures

The Internal Control and Audit Department is responsible for
implementing the duty of care plan particularly through thecompliance expert (recruited in August 2023), who is responsiblefor deploying, coordinating and monitoring the various measuresin the plan. The measures in the plan are adopted in collaboration
with the Impact, Procurement, Diversity and Inclusion, Legal and
Human Resources departments.
A procedure for evaluating new suppliers was rolled out during
the 2024 financial year. It covers the areas covered by the Duty ofCare (human rights and fundamental freedoms, health and safety,
environment, corruption).
Before entering into a business relationship with a new supplier,the initial level of risk associated with the third party is measured
using risk criteria. Depending on the level of risk, a more in-depth
analysis may be carried out by the compliance team. If necessary,risk reduction measures are adopted. The creation of a new
supplier account is subject to a full assessment of the third party.
In addition, for certain purchasing families identified as being at
risk, additional measures are taken, such as contractual clauses
specific to these families, or on-site social audits carried out by an3
independent third party on the basis of international reference
standards. In addition, the Supplier Code of Conduct, adopted in
2022, is appended to contracts with suppliers.

4

5.6.1.5 Whistleblowing system

A secure online whistleblowing platform is aimed at collecting
reports on violations of the Group’s Code of Conduct or situations
incorporating any breach of international or local law on the partof its stakeholders.

5This mechanism is managed at a Group level and hosted by aplatform independent from Ubisoft, which guarantees theanonymity of the whistleblower. Ubisoft undertakes to address allreports of breaches and to conduct an investigation in a timely
and impartial manner. Ubisoft is also committed to protecting
confidentiality at all stages of the reporting and investigation
process. As such, the Group does not tolerate any measure or
threat of retaliation against a person raising an alert in good faith.

6

Ubisoft’s team members are made aware of this whistleblowing
system, notably through the annual signing of the Group’s Codeof Conduct, which has a section dedicated to reporting breaches
and the importance of the whistleblowing mechanism in thecompany’s ethical culture. A Group policy – available toemployees – also details the various stages of the whistleblowing
process, from raising the alert to resolution. In addition,
employees have other channels (hierarchical line, dedicated email
address, etc.) to make their reports.

78

Suppliers are informed that they can use the whistleblowing
system in the Supplier Code of Conduct.

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5.6.2 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, prioritization of
sheltered work companies such as ESATs in France (which help
disabled persons find employment), and the manufacture ofcertain tie-in products using recycled materials.
Ubisoft’s policy in relation to sustainable purchasing is therefore
based on the following strategies:(1) treat partners fairly at each stage of the professional
relationship by carrying out open and competitive tenders
where personal contacts do not circumvent official
procurement processes;(3) have a contract signed that includes the Group’s Supplier
Code of Conduct, launched in November 2022, presenting a
supplier’s minimum requirements in terms of personal
health and safety, human rights, environment and businessethics during its business relationship with Ubisoft;(4) prioritize suppliers and subcontractors that have put in placepro-active CSR measures with a positive impact, notably
with an objective validated by the Science Based Target
initiative (SBTi), ensuring that by 2026, 67% of Ubisoft’s
suppliers (spend-based) covering goods and services
purchased, capital goods and transport and upstream
distribution, have science-based targets;(5) ensuring a complaints and reporting procedure that is as
open and accessible as possible, to guarantee optimal
compliance at all times with the CSR standards andprocedures put in place.
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.

(2) carry out due diligence on the CSR policies of those suppliers
and service providers short-listed to sign agreements with
Ubisoft;

5.6.3 PREVENTING TAX EVASION
Operating in several countries, Ubisoft is committed to complying
with tax regulations: entities declare and pay their taxes inaccordance with their local obligations. The Group responds
appropriately and as soon as possible to requests from tax
authorities in connection with the exchange of information and inaccordance with tax treaties. The Group does not promote any
form of tax evasion.

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A transfer pricing policy governs intragroup transactions. It isbased on OECD recommendations and in particular on the arm’s
length principle. A regular comparative study of the rates ofreturn on intra-group transactions at the global level ensures theconsistency of the practices put in place.
The Group complies with “country-by-country” reporting
obligations, showing: sales, profit before tax, taxes paid and due,
workforce, etc. It is clear that its choice of location is not guided
by tax considerations.

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Methodology note on employee-related, environmental and societal reporting t

5.7

METHODOLOGY NOTE ON EMPLOYEE-RELATED,ENVIRONMENTAL AND SOCIETAL REPORTING

5.7.1

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■ the Global Reporting Initiative (GRI) framework, a multistakeholder organisation that develops an internationallyrecognised set of sustainability reporting indicators and whose
mission is to develop globally applicable guidelines forreporting on the economic, environmental and social
performance of companies.

1

All the information required in the DPEF can be found in therelevant cross-reference tables at the end of this Universal
Registration Document.

2

5.7.2 REPORTING PERIOD
Reporting periods differ depending on CSR themes. These break down as follows:3

Reporting periods
04/01/23 – 03/31/24(12 months)

CSR data

Employee-related✔

Societal✔

01/01/23 – 12/31/23(12 months)

4✔

Environmental

5.7.3 SCOPE OF REPORTING
The scope used for CSR reporting is the Group, which is definedas all fully consolidated companies.
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:■ human resources and learning indicators: all Group
companies;

5■ social indicators related to absences (1): companies outside
France ≥ 20 people except i3D.net LLC (US) and Blue
Mammoth and all French companies (2);■ environmental indicators (3):≥20 employees and French sites (2).

sitesoutsideFrance6

Where appropriate, the scope covered is always indicated, giving
the companies/sites concerned and/or their representativenessas a percentage of the Group’s headcount.

5.7.4 CHANGE IN METHOD/CONDITIONS COMPARED WITH THE PREVIOUS
FINANCIAL YEAR
Change in the method used to calculate
environmental indicators

Environmental reporting includes a full calculation of GHG
emissions and including an assessment of the carbon impact ofworking from home since 2020.

(1)
(2)
(3)

7

Changes in the method used to calculatesocial indicators

8

Training

On-site training indicators are calculated on the actual number ofhours attended by team members who have completed the training
over the 2023-24 financial year. E-learning training indicators arecalculated on the basis of the number of training hours. As lastyear, reporting is based on two different data sources: the ULearn
platform for entities using the tool, and local report.

9

The scope defined in this way covered 99.5% of the Group workforce at the end of March 2024
Scope defined on the basis of the Group workforce at the end of September 2023
The scope defined in this way covered 99.6% of the Group workforce at the end of March 2024

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u Methodology note on employee-related, environmental and societal reporting

5.7.5 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

Given the nature of its business, the Ubisoft group handles small quantities offood waste.

■ Ways to combat food insecurity and promotea responsible, fair and sustainable foodsystemNot applicable to our business.

■ Respect for animal welfare

Not applicable to our business.

■ Promoting sport and physical activity

Although not applicable in terms of our activity, the promotion of sport andphysical activity is highlighted through certain games in the Ubisoft portfolio,
such as Just Dance®.

■ Actions to promote the link between thenation and the armed forces and to support
commitment to the reserves

Not applicable to our business.

5.7.6 REPORTING PRINCIPLE
The Impact team is in charge of overseeing and coordinating CSR
reporting. To this end, it has drawn up this reporting protocol
specifying:■ the list of CSR indicators illustrating their correlation with the
GRI framework;■ 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 theperiod N-1.
This protocol serves as a reference for the collection andconsolidation of data. To this end, the Impact team is responsiblefor:■ telling its local representatives or contacts what information
they need to collect;■ ensuring that the information collected is available, uniform,and documented;■ verifying the completeness, consistency and accuracy of thedata (see 5.8);■ ensuring that:• 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;■ formally validating the data collected.
Once the collected data have been validated, the Impact Teamalso works to:■ consolidate the data;■ prepare theperformance;

consolidated

Statementof

non-financial■ 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.

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Specifications on the internal controls
carried out on collected and consolidated
data

To ensure the reliability of the published information, thecollected and consolidated data are subject to formal controls
including:■ an analytical review of the data (comparison with n-1 data);■ analysis and calculation of ratios;■ consistency checks;■ sample documentation checks.

Specifications on the methods
for collecting data

■ Regarding employee-related indicators, data are collected:• either directly, using the MicroStrategy platform, whichmakes it possible to exploit data from the humanresources management software program (HRTB) used by
all the Group’s subsidiaries,• or via the training management platform (called ULearn),• or via an internal Sharepoint space, which can be used tocollect and validate social information not tracked in the
HRTB platform.
It should be noted that for all employee-related indicators, themembers of staff taken into account are those defined in the total
headcount unless stated otherwise.
■ Environmental indicators are collected:• for each site through a qualitative and quantitative
questionnaire managed using the reporting tool Act21,
prepared in accordance with the reporting protocol,• using billing information for energy consumption,• from cross-functional departments and tools for thecollection of global data at Group level.

Consolidation and verification

The subsidiaries submit their employee-related, environmental
and societal data to the Impact team in charge of collecting andensuring the consistency of the data.
On the basis of all the consolidated data, the Impact teamconducts various controls (analytical review of data, consistency
checks, spot checks on documentation, etc.) to improve thereliability of the information published.

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Methodology note on employee-related, environmental and societal reporting t

5.7.7

5

METHODOLOGICAL CLARIFICATION OF INDICATORS

Regarding player data

■ The indicator of the percentage of players of our main online
multi-player games stating that they have read a Code of
Conduct applicable to the game was used again this year. This
percentage is drawn from an annual survey conducted inpartnership with our partner polling institute among a
representative sample of players of our main online multiplayer 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, the selfemployed, interns, subcontractors and temporary workers are
not included.
■ A hire is defined as any individual who joins the workforce
during the period in question.
■ Since financial year 2022, the calculation of the gendercompensation gap has been carried out in partnership with a
specialized service provider: PayScale for financial year 2024,
Aon for previous years. The gender compensation gap, based
on total headcount, is calculated using a statistical regression
analysis. This analysis models the relationship between
compensation and various variables such as location, position,
performance, level of responsibility and experience. For eachteam member, it defines the gaps not explained by thesevariables, and thus identifies potential situations of inequity.
The overall Group score is calculated by aggregating these
individual gaps. The score is greater than zero when the gap isin favor of men, and less than zero when the compensation
gap is in favor of women. The same methodology is used toassess the compensation gap between different ethnic groups
in the United States.
■ To determine the number of training hours (excluding elearning), only training activities undertaken face-to-face orvirtual training by an internal or external trainer and attendanceat specialist conferences are included in the training plan. This
excludes e-learning courses followed autonomously, teammeetings, etc. Furthermore, only real training hours relating tosessions 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.
■ For the purposes of determining e-learning training, all training
programs via the internal ULearn platform or via external
platforms followed independently by employees present
during the year and having left the Group by the closing date
are taken into account. Only pedagogical training hours
relating to sessions undertaken and completed during thefinancial year are taken into account, irrespective of theirduration.

1■ 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.

2■ The absenteeism rate is calculated by adding up the total
number of absence days – which would normally have beenworking days – due to illness, workplace accidents, orcommuting accidents among the employees in the workforce.
This total is then divided by the theoretical number of worked
days for employees who worked at least one day between
April 1, 2023, and March 31, 2024.

3■ A manager is defined as someone who is hierarchically
responsible for at least one person (also including interns notcounted as staff).

4■ The Group has defined the “Top Leaders“ based on theircriticality and their impact on the company. This list of
executives includes the Chairman and CEO and his direct
subordinates, strategic positions within Global Publishing,
G&A and Production HQ, CEOs of HD and mobile studios,
producers, creative managers and technical managers ofmajor productions, as well as key technology managers fromour Prod Tech and On-Line Services teams.

5■ The percentage of local team members is defined as the
proportion of employees who have the same nationality as
their place of work, out of the number of employees who
have filled in this information in HRTB. This information isprovided in accordance with local regulatory requirements.

6
7
8
9

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u Methodology note on employee-related, environmental and societal reporting

Regarding environmental data

■ The reporting includes data on the environmental impact of consumables used by the Group’s suppliers to manufacture games andtie-in products.
■ To determine its GHG emissions, the Group uses the following procedures (1):Purchases (2)■ Breakdown of purchases into 10 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) (3)■ Local recording of energy consumption for 2023.
■ 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) (4)■ 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. Estimate of gas
distribution.
■ Application of ADEME emission factors.

Buildings (fixed assets)■ Collection of data on the surface area (in m2) of the buildings and the number of parking
spaces from our internal real estate management tool.
■ Application of ADEME emission factors.

Data centers (energy)■ Local recording of energy consumption for 2023.
■ 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 number of m2 of buildings.
■ Application of ADEME emission factors.

Data centers (hosting services)■ Application of ADEME monetary emission factors.

IT equipment■ Local inventory of IT equipment excluding data center servers.
■ Application of ADEME emission factors over the useful lives.

(5)

Freight■ Collection of t.km according to the means of transport and application of ADEME emission
factors.

Manufacturing■ Recording or estimation of the composition and quantities of the main categories of
products.
■ Application of ADEME emission factors to the weights of various materials.

Employee commuting (6)■ 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 2023.
■ Application of ADEME emission factors (based on 2021 methodology including contrails).

(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) Refers to invoiced consumption, excluding energy consumption inseparable from the expenses of certain sites.
(4) The scope of calculation for working from home covers French companies and companies outside France with 20 or more employees as at September 30, 2022,
representing 99.5% of the workforce at March 31, 2023
(5) The scope of reporting covers all sites in France and outside France, with the exception of i3D.net sites(6) Estimated on the basis of the workforce for commuting and guests

5.7.8 METHODOLOGICAL LIMITS OF THE INDICATORSThe indicators may present methodological limits due to:■ a lack of standardization in national/international definitions and legislation;■ the representativeness of the measurements and estimates made;■ the practical methods of collecting and entering information.
Ubisoft is in the process of identifying, developing and monitoring the KPIs “personal data protection”, “toxicity online” and“protection of minors”; the first results should be published as part of the sustainability report for the 2024-2025 financial year.

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CORPORATE SOCIAL RESPONSIBILITY

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 independent third-party organization’s report issued in French and is provided solely for theconvenience of English-speaking readers.
This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable inFrance.

1Year ended March 31, 2024
To the shareholders,2

In our capacity as independent third-party organization, member of Mazars Group and accredited by COFRAC Inspection under
number 3-1095 (list of accredited sites and their scope of accreditation available on www.cofrac.fr), we have performed work to provide
a reasoned opinion that expresses a limited level of assurance on the historical information (observed and extrapolated) of theconsolidated extra-financial performance statement (hereinafter the “Information” and “Statement" respectively), prepared inaccordance with the entity’s procedures (hereinafter the “Guidelines”), for the financial year ended March 31, 2024, presented in the
management report of the company (hereinafter the “Entity”) in application of the provisions of Articles L. 225-102-1, R. 225-105 andR. 225-105-1 of the Commercial Code.

3

CONCLUSION

4Based 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.

5

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.

6

Therefore, the Information must be read and understood with reference to the Entity’s procedures (hereinafter the “Guidelines”), themain elements of which are presented in the Statement.

RESTRICTIONS DUE TO THE PREPARATION OF THE INFORMATION

7The 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.

8

THE ENTITY’S RESPONSIBILITY
The Board of Directors is responsible for:■ selecting or setting appropriate criteria for the preparation 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);

9■ and implementing internal control procedures deemed necessary to the preparation of information, free from material
misstatements, whether due to fraud or error.
The Statement has been prepared by applying the Company’s Guidelines as referred to above.

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u Report of the independent third-party organization on the verification of consolidated non-financial

performance statement included in the management reportRESPONSIBILITY OF THE INDEPENDENT THIRD-PARTY ORGANIZATION
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 Information (observed or extrapolated) provided in accordance with article R. 225 105 I, 3° and II of the French
Commercial Code, i.e., the outcomes, including key performance indicators, and the measures implemented considering theprincipal risks (hereinafter the “Information”).
We conducted our work in order to provide a reasoned opinion expressing a limited level of assurance on the historical, observed andextrapolated information.
As it is our responsibility to express an independent conclusion on the Information prepared by management, we are not authorized to
be involved in the preparation of such Information, as this could compromise our independence.
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 (revised).
This report has been prepared in accordance with the RSE_SQ_Programme de vérification_DPEF.

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 the professional
doctrine of the French National Association of Auditors.

MEANS AND RESOURCES
Our work was carried out by a team of 5 people between Mid-March and end of May and during 4 weeks.
We conducted about ten interviews with the people responsible for preparing the Declaration, the Corporate Social Responsibility
Department, the Human Resources and Environment Managers of the audited entities and the Business Strategy & Live Performance
Department.

NATURE AND SCOPE OF OUR WORK
We planned and performed our work considering the risks of significant misstatement of the Information.
We estimate 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, when 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 when relevant and proportionate, the risks associated with their business relationships, their products orservices, as well as their policies, measures and the outcomes thereof, including key performance indicators associated to theprincipal risks;

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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■ 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;■ 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 implemented by the entity and assessed thedata collection process to ensure the completeness and fairness of the Information;■ for the key performance indicators and other quantitative outcomes that we considered to be the most important presented inAppendix 1, we implemented:

1• 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 (1) and covers
between 9% and 25% of the consolidated data relating to the key performance indicators and outcomes selected for thesetests;

2■ we assessed the overall consistency of the Statement based on our knowledge of all the consolidated entities.
We are convinced that the work carried out, based on our professional judgement, is sufficient to provide a basis for our limited
assurance conclusion; a higher level of assurance would have required us to carry out more extensive procedures.

3

The independent third-party organisation,
Mazars SAS
Paris La Défense, May 27, 2024

Julien MAULAVE
Partner

4
Souad EL OUAZZANI
Sustainability Partner

5
6
7
8
9

(1)

Social risks: Chengdu Ubi Computer Software Co., Ltd; Ubisoft Entertainment Sweden AB; Ubisoft Entertainment India Private Limited; Ubisoft Inc(San Francisco); Ubisoft Singapore Pte Ltd.; Shanghai Ubi Computer Software Ltd; Ubisoft Toronto Inc.
Evironmental risks: Chengdu; Malmö; Pune; San Fransisco; Singapore; Toronto

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u Report of the independent third-party organization on the verification of consolidated non-financial

performance statement included in the management report

APPENDIX 1: INFORMATION REVIEWED■ Total workforce at 31/03 and breakdown by age, gender and geographical area;■ Percentage of women managers;■ Percentage of local employees registered at end of period;■ Average duration of training (in hours) per employee trained;■ Frequency rate of occupational accidents with time off;
■ Severity rate of occupational accidents with time off;
■ Number of days of absence related to illness (all reasons);■ Electricity consumption (excluding servers);■ Percentage of electricity consumption from renewable sources;■ Gas consumption;■ Number of kilometers travelled by air.

180

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6

CONTENTSFINANCIALSTATEMENTS

6.1

CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEARENDED MARCH 31, 2024

6.1.1 Summary statements

6.1.2 Notes to the consolidated financial
statements
6.2

6.3

2
3
6.4

182
182
6.5
186

STATUTORY AUDITORS’REPORT ON THE
CONSOLIDATED FINANCIAL
STATEMENTS

239

SEPARATE FINANCIAL
STATEMENTS OF UBISOFTENTERTAINMENT SA FOR THE
YEAR ENDED MARCH 31, 2024

245

6.3.1 Summary statements

6.3.2 Notes to the separate financial
statements

1

6.6

STATUTORY AUDITORS’REPORT ON THE SEPARATEFINANCIAL STATEMENTS

274

4

STATUTORY AUDITORS’SPECIAL REPORTON REGULATED AGREEMENTS
AND COMMITMENTS

280

5

UBISOFT ENTERTAINMENT SARESULTS FOR THE PAST FIVE
FINANCIAL YEARS

282

6
7

245
248

8
9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

6.1

CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2024

6.1.1

SUMMARY STATEMENTS

Statement of financial position
ASSETS(in € millions)

Notes

Net
03/31/24

Net
03/31/23

Goodwill

17 to 20

73.3

73.2

Other intangible assets

21 to 23

2,075.4

1,776.1

Property, plant and equipment

24 to 25

164.3

187.9

Right-of-use assets

26 to 27

278.4

271.9

—

—

Investments in associates
Non-current ﬁnancial assets

37

50.9

53.7

Deferred tax assets

30

186.6

252.0

2,828.9

2,614.9

Non-current assets
Inventory

10

8.8

18.5

Trade receivables

5

746.2

268.3

Other receivables

12/31

247.0

206.5

Current ﬁnancial assets

37

Current tax assets

0.1

0.7

85.3

71.1

Cash management financial assets

36

—

—

Cash and cash equivalents

36

1,205.2

1,490.9

Current assets

2,292.7

2,056.0

TOTAL ASSETS

5,121.6

4,670.8

Notes

03/31/24

03/31/23

46 to 47

9.9

9.7

675.0

630.2

1,034.0

1,333.4

LIABILITIES AND EQUITY(in € millions)

CapitalPremiums
Consolidated reserves

49 to 50

Consolidated earnings
Equity attributable to owners of the parent company
Non-controlling interests

51

Total equity-494.2

1,876.6

1,479.2

2.6

3.5

1,879.3

1,482.6
20.9

Provisions

33

21.9

Employee beneﬁt

14

20.3

17.1

Long-term borrowings and other ﬁnancial liabilities

36

2,082.4

2,325.2

Deferred tax liabilities

30

36.9

69.5

Other non-current liabilities

33

23.3

16.7

2,184.8

2,449.3

Non-current liabilities

182

157.8

Short-term borrowings and other financial liabilities

36

427.4

137.1

Trade payables

11

157.1

123.1

Other liabilities

6/33

450.2

464.6

Current tax liabilities

22.8

14.2

Current liabilities

1,057.5

738.9

TOTAL LIABILITIES

5,121.6

4,670.8

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CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6Consolidated income statement(in € millions)

Sales

Notes

03/31/24%

03/31/23%

42,300.9

100 %1,814.3

100 %Cost of sales(204.2)Gross profit

2,096.7(216.6)91 %

1,597.8

R&D costs

8(1,071.0)(1,440.4)

Marketing costs

8(413.3)(343.2)Administrative and IT costs

8(291.1)

Profit (loss) from ordinary operating activities

321.2(301.5)14 %(487.3)

Other non-current operating expenses

9

(7.7)

(103.0)

Other non-current operating income

9

—

4.6

Operating profit (loss)

313.6

Interest expense(74.8)

Interest income on cash and cash equivalents
Net borrowing costs

14 %(585.8)

24.9

12.5

(49.8)(23.5)Net foreign exchange gains/losses

(6.2)

4.4

(12.5)(7.2)

9.6

Net financial income (loss)

35(58.9)

Share of proﬁt of associates
Income tax

28 to 29(18.1)

-4%

109.1

6%

7%

(494.7)-27%(494.2)(0.6)

Basic earnings per share (in euros)

1.27(4.08)

Diluted earnings per share (in euros)

1.24(4.08)

Earnings per share attributable to ownersof the parent company

52

3

-1 %

(96.8)

0.1

51

2

—

157.8

Net income (loss) attributable to non-controlling interests

-32 %

157.9

Net income (loss) attributable to owners of the parent
company

1

8.2
-3 %

—

CONSOLIDATED NET INCOME (LOSS)-27 %(36.0)

Other ﬁnancial expenses
Other ﬁnancial income

88 %

4
5

Statement of comprehensive income(in € millions)

Net profit (loss) for the period

03/31/24

03/31/23

157.9(494.7)

Items reclassified subsequently under profit or loss

4.2

(52.6)

Foreign exchange gains and losses on foreign operations

5.0(53.0)

Effective part of the change in fair value of cash ﬂow hedges

(0.8)

0.4

Tax on other comprehensive income reclassiﬁed subsequently under proﬁt or loss——

Items not reclassified subsequently under profit or loss

(0.9)

5.5

Actuarial gains and losses on post-employment obligations

(1.1)

6.5

Tax on other comprehensive income not reclassiﬁed subsequently under proﬁt or loss

0.3

(1.6)

Other profits (losses) not reclassiﬁed subsequently under proﬁt or loss—

0.6

Other comprehensive income
COMPREHENSIVE INCOME FOR THE PERIOD

3.3(47.2)

161.2(541.9)161.1(541.3)

0.1

(0.5)

6
7
8
9

Attributable to■ Owners of the parent company■ Non-controlling interestsUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

183

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

Consolidated table of change in equity
Attributable to owners of the parent company
Consolidated reserves(in € millions)

184

Capital Premiums

Foreign
Trading on exchange
own gains andReserves
shareslossesFinancial
year net
incomeTotal Attributable
Ownersto nonof thecontrollingparentinterests

79.1 1,807.1

Total
equitySITUATION AT 03/31/22

9.7

630.2

1,432.1(348.3)

4.2

Profit (loss)

—

—

—

—

—

Other comprehensive
income

—

—

5.8

—

(53.0)—(47.2)—(47.2)

Comprehensive Income

—

—

5.8

—

(53.0)(494.2)(541.3)(0.5)(541.9)(494.2)(494.2)2.0

1,809.0(0.6)(494.7)

Allocation of consolidated
proﬁt (loss) in N-1

—

—

79.1

—

—

(79.1)———

Change in scope

—

—

—

—

—

—

—

—

—

Change in the share capitalof the parent company

—

—

—

—

—

—

—

—

—

Increase/decrease throughchanges in ownership ofinterests in subsidiaries
without gain/ loss of control

—

—

12.4

—

—

—

12.4

2.0

14.4

Share based payments(IFRS 2)

—

—

62.0

—

—

—

62.0

—

62.0

Equity component

—

—

33.2

—

—

—

33.2

—

33.2

Sales and purchases of own
shares——(45.4)

161.6

—

—

116.2

—

116.2

—

(10.4)—(10.4)(494.2) 1,479.2

3.5

1,482.6

0.1

157.9

Commitment to purchaseminority shareholders'shares——(10.4)——SITUATION AT 03/31/23

9.7

630.2

1,568.9(186.7)(48.8)

Profit (loss)

—

—

—

—

—

157.8

157.8

Other comprehensive
income

—

—

(1.7)

—

5.0

—

3.3

—

3.3

Comprehensive Income

—

—

(1.7)

—

5.0

157.8

161.1

0.1

161.2

Allocation of consolidated
proﬁt (loss) in N-1——(494.2)

—

—

494.2

—

—

—

Change in scope

—

—

—

—

—

—

—

—

—

Change in the share capitalof the parent company

0.1

44.8

—

—

—

—

44.9

—

44.9

Increase/decrease throughchanges in ownership ofinterests in subsidiaries
without gain/ loss of control

—

—

0.9

—

—

—

0.9

(0.9)

—

Share based payments(IFRS 2)

—

—

59.6

—

—

—

59.6

—

59.6

Equity component

—

—

104.6

—

—

—

104.6

—

104.6

Sales and purchases of own
shares——(42.0)

68.1

—

—

26.1

—

26.1

—

0.2

—

0.2

157.8 1,876.6

2.6

1,879.3

Commitment to purchaseminority shareholders'shares

—

—

0.2

—

—

SITUATION AT 03/31/24

9.9

675.0

1,196.3(118.6)(43.8)UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6Cash flow statement
Notes(in € millions)

03/31/24

03/31/23

157.9(494.7)——

Cash flows from operating activities
Consolidated proﬁt (loss)
Share of proﬁt of associates
Net amortization and depreciation on property, plant and equipment
and intangible assets

17/21/24/26

776.0

1,287.1

Net provisions

5/10/14/33

(4.6)

21.7

15

59.6

62.0

Cost of stock-based compensation
Gains/losses on disposals

0.5

0.6

Other income and expenses calculated

17.2

(4.1)

Income tax expense

28

Cash flow from operations

96.8(109.1)

1,103.4

763.4

Inventory

10

20.0

(2.6)

Customers

5(480.8)

210.9

Other assets (excluding deferred tax assets)

31(43.7)(12.7)

Trade payables

11

39.0

(22.8)

Other liabilities (excluding deferred tax liabilities)

33

61.5

(45.1)

6/12(51.2)(122.4)(455.2)

5.2

Deferred income and prepaid expenses
Change in working capital linked to operating activities
Current income tax expense

28

Cash flow generated by operating activities *(110.7)(79.1)

537.6

689.6

1
2
3

Cash flows from investing activities
Payments for internal and external developments

22(887.0)(998.7)

Payments for other intangible assets

22(88.7)(23.4)

Payments for property, plant and equipment

25(27.5)(48.2)

0.1

0.1

Payments for the acquisition of ﬁnancial assets

37

(5.6)

(51.4)

Refund of loans and other ﬁnancial assets

37

1.0

45.8

Proceeds from the disposal of intangible assets and property, plantand equipment

Change in scope
Cash used from investing activities—(30.8)(1,007.6)(1,106.6)

1,170.8

1,437.3(43.9)(45.0)(978.5)(949.1)

44.9

—

—

—

4
5
6

Cash flow from financing activities
New borrowings

36

Refund of borrowings in relation to leases
Refund of borrowings

36

Funds received from shareholders in capital increases
Change in cash management assets

36

Sales/purchases of own shares

49

11.5

100.4

Cash generated by financing activities

204.7

543.6

NET CHANGE IN CASH AND CASH EQUIVALENTS(265.2)

126.5

Cash and cash equivalents at the beginning of the period

1,464.6

1,391.4

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

Including interests paid

3.1

(53.4)

1,202.4

1,464.6(57.7)(22.4)

03/31/24

03/31/23

1,205.2

1,490.9(2.8)(26.3)

1,202.4

1,464.67
8
9The change in net cash breaks down as follows:

Cash and cash equivalents
Bank overdrafts
CASH AND CASH EQUIVALENTS IN THE CASH FLOW STATEMENT
The main changes are discussed in detail in section 2.6.3 of the annual financial report.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

185

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

6.1.2

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSCONTENTS
Note 1Highlights and general principles

187

Note 28

Tax analysis

217

Note 2Main changes in scope

190

Note 29

Note 3

Scope of consolidation

190

Note 4

Sales

191

Reconciliation between the theoreticalincome tax expense and the recognizedincome tax expense

217

Note 5Trade receivables and related accounts

193

Note 30

Deferred tax

218

Note 6

Deferred income

194

Note 31

Other receivables

220

Note 7

Segment information

194

Note 32

Transfers of financial assets

220

Note 8Operating expenses by destination

196

Note 33

Other liabilities

221

Note 9Other non-current operating profits andexpenses

Note 34

Related-party transactions

222

196

Note 35

Note 10Inventory

197

Profit and loss related to financial assets
and liabilities

223

Note 11

Trade payables

197

Note 36

Net financial debt

224

Note 12Prepaid expenses

198

Note 37

Financial assets

227

Note 13

Personnel expenses

198

Note 38

Hedging and other derivative
instruments

229

Note 14

Employee benefits

199

Note 39

Interest rate risk

231

Note 15

Compensation in shares and equivalents

200

Note 40

Liquidity risk

231

Note 16

Compensation of corporate officers(related-party transactions)

205

Note 41

Covenants

231

Note 17

Goodwill impairment

206

Note 42

Foreign exchange risk

232

Note 18

Goodwill

206

Note 43

Credit and counterparty risk

233

Note 19

Key assumptions used to calculate
recoverable values

Note 44

Equity market risk

233

207

Note 45

Note 20

Sensitivity of recoverable amounts

207

Fair value hierarchies of financial assets
and liabilities

234

Note 21

Amortization and impairmentof other intangible assets

Note 46

Capital234

209

Note 47

Number of shares

235

Note 48

Dividends

235

Note 49

Own shares

235

Note 50

Translation reserve

235

Note 51

Non-controlling interests

236

Note 52

Earnings per share

236

Note 53

Off-statement of financial positioncommitments related to the financingof the Company

237

Off-statement of financial positioncommitments to employees of the Group

237

Note 55

Leases237

Note 56

Other commitments

238

Note 22

Inventory value changes in otherintangible assets during the financial
year

209

Note 23

Recoverable value of brands

213

Note 24

Depreciation and impairment of property,
plant and equipment

213

Inventory value and changes in property,
plant and equipment during the financial
year

214

Depreciation and impairment of right-ofuse assets relating to leases

216

Note 25

Note 26
Note 27

186

Inventory value and movements during
the financial year of right-of-use assets

216

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Note 54

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 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

June / September 2023: Trading on own shares

On June 14 and September 12, 2023, Ubisoft Entertainment SA
carried out, given the opportunity offered under the terms of the
prepaid forward contract signed with CACIB on March 20, 2018,
the early settlement of 200,000 and 489,547 of its own shares on
the remaining balance of 1,755,907 shares under said contract.
The delivery of the shares is part of the share buyback program
authorized by the General Meeting of Ubisoft Entertainment SA.
These shares are intended to be used to cover employee shareownership plans.

August / October 2023: Partnership agreement
for cloud streaming Activision Blizzard’s games

On August 22, 2023, Ubisoft Entertainment SA announced
partnership agreement with Activision Blizzard which will giveUbisoft exclusive rights to stream the Activision Blizzard games,
except for non-exclusive rights to cloud streaming version in theEuropean Economic Area, for all existing and current Activision
Blizzard games as well as those to be released over the next
15 years. These rights will exist in perpetuity. On October 13,
2023, Ubisoft Entertainment SA announced the completion of thetransaction. This follows the approval of the Competition andMarkets Authority (CMA) and of UK markets on the acquisition of
the Activision Blizzard by Microsoft (excluding non-EEA cloudstreaming rights) as well as Microsoft’s announcement of theclosing of such acquisition.

September 2023: “MMO” employee shareownership plan

On December 6, 2022, the Company's Board of directors decided
to carry out a capital increase reserved for employees notcovered by savings schemes. Beneficiaries were offered theoption of acquiring Company shares with a 15% discount as partof a leveraged formula through a company mutual fund (FCPE) or
stock appreciation rights (SAR). The latter benefited from anadditional contribution equal to 100% of their personal
contribution, capped at €100 per holder. After a five-year period,or before the end of this period in the event of early release, eachbeneficiary could receive their initial investment in euros(comprising their personal contribution increased by the additional
contribution) as well as a multiple of the possible average
protected increase in the share price.
On September 18, 2023, Ubisoft Entertainment delivered
2,399,766 shares (1,243,046 FCPE formula and 1,156,720
AD+SAR formula) at a price of €23.85.

December 2023: Issue of bonds with an option
for conversion and/or for exchange for new
and/or existing shares (OCEANE)

On December 5, 2023, Ubisoft Entertainment SA issued
4,945 bonds with an option for conversion and/or for exchange
for new and/or existing shares (OCEANE) with a maturity of 2031
for a nominal amount of €494.5 million. Bonds have a par value
per unit of €100,000 and bear interest at a rate of 2.875%. The
conversion/exchange price was set at €40.3413, and theredemption price was 100% of the principal amount.

1

December 2023: Partial reimbursementof bond issues

2

The new issue of bonds was combined with the partial
repurchase of up to €250 million nominal value of the outstanding
OCEANEs due 24 September 2024, representing 50% of thenominal amount.

3

January 2024: Partial reimbursementof term loan with a maturity of 2025

On January 25, 2024, Ubisoft Entertainment partially repaid€107 million out of the €325 million of Term loan with a maturityof 2025.

4

March 2024: Trading on own shares

Under the prepaid forward contract signed on March 20, 2018,with CACIB, on March 11, 2024, the Group signed anamendment to the contract extending by three years the maturity
date originally set at March 22, 2024, i.e. until March 22, 2027,
for the 1,755,907 treasury shares not subject to early settlement.

5Company presenting the consolidated
financial statements

6

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, 2024 cover Ubisoft Entertainment
SA and the entities it controls or over which it exerts significant
influence (collectively referred to as “the Group”).

7

The financial statements were approved by the Board of
directors, which authorized their publication on May 15, 2024.
They will be presented for approval at the General Meeting ofJuly 11, 2024.

8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

187

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

6.1.2.2 Basis of preparation of the financial statements as at March 31, 2024
Pursuant to European Regulation No. 1606/2002 of July 19, 2002,
the accounting principles used for the preparation and presentationof the Group’s consolidated financial statements as at March 31,
2024 comply with IFRS standards and interpretations as adopted
by the European Union as at March 31, 2024.

The principles used for the preparation of the financial statements
as at March 31, 2024 are the result of the application:

The accounting principles applied as at March 31, 2024 are thesame as those used for the consolidated financial statements as
at March 31, 2023, with the exception of the standards and/or
amendments to standards described below, adopted by theEuropean Union and applicable from April 1, 2023.

■ of recognition and measurement options available under IFRS:Standard■ of all standards approved and published in the Official Journal
by the European Commission prior to March 31, 2024 andmandatory as of April 1, 2023;

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 may, under certain circumstances, lead to non-significant discrepancies in the totals and sub-totals featured in the tables.

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

The consolidated financial statements are presented in euros,
which is the parent company’s operating currency.

Translation of transactions denominatedin foreign currencies

Transactions denominated in foreign currencies are translated byapplying the exchange rate prevailing on the date of the transaction.
At the closing date, all money market assets and liabilities
denominated in foreign currencies (excluding derivative
instruments) are translated into euros at the closing exchange
rate. Any resulting foreign exchange gains and losses arerecorded in the income statement.

Non-money market assets and liabilities denominated in foreign
currencies are recorded at the exchange rate prevailing on thedate of the transaction.
Derivative instruments are assessed and recognized inaccordance with the methods described in the notes on financial
instruments.

Transactions eliminated in the consolidated
financial statements

Statement of financial position, income and expenses resulting
from intra-group transactions are eliminated during the
preparation of the consolidated financial statements.
Gains resulting from transactions with associates are eliminatedfor the Group’s percentage interest in the entity; losses are
eliminated, but only to the extent that they do not represent an
impairment loss.

6.1.2.3 Texts for which application is not mandatory for financial years
beginning after April 1, 2023 and applied earlyNone.

6.1.2.4 Texts with mandatory application after April 1, 2023 and not applied early
Ubisoft did not opt for early application of the new standards,
amendments to standards and interpretations published on
March 31, 2024:

An analysis of the impacts and practical consequences of theseamendments is in progress, but the Group does not expect any
material impact on the consolidated financial statements.

■ amendments to IAS 1 – Disclosure of accounting policies andclassification of liabilities as current and non-current liabilities;

The Group falls within the scope of the new GLOBE rules and the
15% worldwide minimum tax (Pillar 2) introduced by the OECD andtransposed into French law in December 2023. These new rules
came into force on January 1, 2024. After carrying out preparatory
work, focusing on qualifying the legal scope in the light of the new
Pillar 2 rules and identifying the data points required for a country-bycountry calculation of an effective tax rate, the Group has completed
its country-by-country tax reporting (CbCR) and will be able tobenefit from the simplifying and transitional rules that will apply overthe period from April 1, 2024 to March 31, 2027.

■ amendments to IAS 1 – Non-current debts including
covenants;■ amendments to IFRS 16 – Lease liabilities under a financelease;■ amendments to IAS 7 and IFRS 7 – Supplier financing
arrangements;■ amendments to ISA 21 – The effects of changes in foreignexchange rates.

188

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

Based on data for the year ended March 31, 2023, the additional tax
charge estimated by the Group under the new provisions is notmaterial, the simplifying rules will therefore apply to Ubisoft from
April 1, 2024.

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.

6

In May 2023, the IASB amended IAS 12 Income Taxes byintroducing a temporary exception to the recognition of deferred
tax arising from the Pillar 2 reform. The European Union adopted
these amendments on November 9, 2023. The Group will apply
this exception from March 31, 2024.

These underlying estimates and assumptions are established andreviewed on an ongoing basis. They serve as a basis for the
calculation of the carrying amounts of assets and liabilities thatcannot be obtained from other sources. Actual values may differ
from estimates.

1

The Executive Management uses its judgment to define the accounting treatment of certain transactions.
Relevant noteKey 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 33

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 30

Deferred tax

Assumptions used to recognize deferred tax assets and assessment of
uncertain tax positions in the application of the IFRIC 23 interpretation.

Notes 26 - 27 - 36

LeasesAssumptions adopted to recognize the right to use a leased asset, valuation oflease liabilities, calculation of the discount rate, of the term of an agreement, thedepreciation period of non-removable leasehold improvements, the accounting
treatment further to modifications to contractual terms and conditions.

2
3
4
5
6
7

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, 2023.

8

Additional estimate
None.

Other items affecting comparability

9

None.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

189

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

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

April 2023: Merger of Ubisoft Music Publishing Inc. with Ubisoft
Entertainment Inc.

None.

Exercise of call options

On November 23, 2023, Ubisoft acquired an additional 10% inGreen Panda Games SAS by exercising a call option, then on
January 25, 2024, it acquired the remaining 20% of the company,
thereby acquiring 100% of the company's capital.

Opening of subsidiaries

October 2023: Merger of Ubisoft Production Internationale SASwith Ubisoft International SAS.
December 2023: Merger of Ubisoft Creation SAS with Ubisoft
International SAS.
January 2024: Dissolution of Hotrod Tanner LLC.
The mergers and dissolutions have no impact on the consolidated
financial statements for the financial year.

May 2023: Creation of i3D.net SAS in France and i3D.net Inc in
Canada.

NOTE 3 SCOPE OF CONSOLIDATIONAs at March 31, 2024, 72 entities were consolidated (73 entities as of March 31, 2023).
Only significant entities are presented in the table below. Materiality is assessed on the basis of their respective contributions tocapitalized production and/or Group sales.
Other subsidiaries and special purpose entities whose contribution is not significant, are not included in this list:
Company
Ubisoft Entertainment SA
Ubisoft Inc.
Ubisoft EMEA SAS
Ubisoft Mobile Games SARLCountry

Percentage
of control

Percentage Consolidationof interest
methodFrance Parent company Parent company
United States
100%
100%
France100%
100%
France
100%
100%

FC
FC
FC
FC

EditionPublishing
Publishing
Production/Distribution
Production
Production
Production
Production
Production
Production
Production
Production
Production
Production
Production
Production
Cloud Gaming

Ubisoft Srl
Ubisoft Entertainment Inc.
Ubisoft Toronto Inc.
Ubisoft International SAS
Ubisoft Paris SAS
Ubisoft Montpellier SAS

Romania
CanadaFranceFranceFranceFrance

100%
100%
100%
100%
100%
100%

100%
100%
100%
100%
100%
100%

FC
FC
FC
FC
FC
FC

Ubisoft Annecy SAS
Ubisoft Bordeaux SAS
Ubisoft Entertainment Sweden AB
Ubisoft Blue Byte GmbHFranceFranceSwedenGermany

100%
100%
100%
100%

100%
100%
100%
100%

FC
FC
FC
FC

China
Singapore
Netherlands

100%
100%
96.67%

100%
100%
96.67%

FC
FC
FC

Shanghai Ubi Computer Software Co.Ltd
Ubisoft Singapore Pte.Ltd
i3D.net BV

Main
business

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 Group’s simplified organization chart is presented in
section 2.4.3 of the annual financial report.
As at March 31, 2024, all companies of the Group are fully
consolidated with the exception of Shanghai UNO Network
Technology Co. Ltd (consolidated with the equity method).
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.”190

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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 parent
company shareholders and to non-controlling investments on thebasis of their respective percentage interests.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

ACCOUNTING PRINCIPLES
Subsidiaries
A subsidiary is defined as an entity controlled by Ubisoft
Entertainment SA.

In order to determine control, Ubisoft Entertainment performs anin-depth analysis of the established governance and an analysisof the rights held by other shareholders.

Control of an entity is based on three criteria:

Ubisoft consolidates special purpose entities in which theCompany does not hold a direct or indirect interest but that it
controls in substance.

■ power over the entity, i.e. the ability to manage theoperations 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 link between the power and these returns, i.e. theability to exercise power over the entity in such a way as toinfluence the returns obtained.

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.

1

If necessary, the accounting principles of subsidiaries areamended to align them with those adopted by the Group.

In practice, 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, are generally
considered controlled and thus consolidated according to thefull consolidation method.

2

Investments in associates
Investments in associates include the Group’s share of theequity held in companies accounted for under the equity
method, as well as any related goodwill.

3

6.1.2.8 Sales

4

NOTE 4 SALES
03/31/24

03/31/23

ChangeChangecurrent rates constant rates

Sales

in € millions%in € millions%

ChangeDigital2,007.2

87%

1,566.0

86%

441.2

28.2%

30.4%

183.1

8%

138.0

8%

45.1

32.7%

35.6%
0.3%

Physical sales
Services

84.2

4%

85.0

5%

(0.8)

-0.9%

Licences

26.4

1%

25.4

1%

1.0

3.8%

5.8%

TOTAL

2,300.9100%

1,814.3

100%

486.5

26.8%

29.1%

5
6

Sales increased by 26.8% at current exchange rates, and by 29.1% at constant exchange rates, between March 31, 2023 andMarch 31, 2024.
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.

7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

191

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

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 generated by the sale of video game boxes is recognizedat the date of product delivery to the distributors, less rebates
and a provision for returns and price reductions, if applicable.
For video game boxes sold in retail but also including digitalcontent (season pass, DLC, etc.), part of this content is isolated
and reclassified in digital sales. The allocation is made on thebasis of the individual sale of each element included in the offer.
Sales of video games with an online
feature 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 the same to those described for the
associated sales without services;■ a performance obligation corresponding to the provision of aset of services to the final 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 rate
calculated by category of game. The revenue associatedwith this service obligation is recognized in accordance witha linear spread profile over the expected lifetime of the gamefor final users.

192

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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.
License renewals
It may happen that, before the expiry of the term of an initiallicense, a customer subscribes to a renewal or an extension of
the license term. As the IASB has decided not to prescribe
specific rules for license renewals (IFRS 15.BC414S
to .BC414U), the entity will have to judge whether the renewal
is a new license distinct from the previous one, or whether it
corresponds to a modification of an attribute of the existing
license. In the first case, revenue from the new license can only
be recognized at the start of the renewal term (i.e. after expiryof the initial term), in application of IFRS 15.B61. The secondcase involves the modification of an attribute of a license thathas already been issued to the customer, and revenue must berecognized as soon as the customer subscribes to the renewal
option. In the case of a renewal with no other modifications,and no significant functional additions, either of thesejudgments is acceptable. The group retained the option when
the renewal is signed.
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.
Financing components
If a contract contains a significant financing component, thepledged amount is adjusted to recognize revenue that reflects
the selling price that the customer would have paid at the date
the revenue is recognized. Sales for which payment is due inmore than one year are therefore measured at fair value. Fairvalue corresponds to the value of future cash flows, discounted
at the interest rate that would be applied in a separate financing
transaction between the company and the customer.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

NOTE 5 TRADE RECEIVABLES AND RELATED ACCOUNTS
Trade receivables

OpeningMovement

Reclassiﬁcations

Change inscope

Trade receivables

269.6

480.8

—

—

Foreignexchange
conversion

Closing

1.0

751.5

TOTAL AT 03/31/24

269.6

480.8

—

—

1.0

751.5

TOTAL AT 03/31/23

473.2(210.9)

—

—

7.3

269.6

Change inscope

Foreignexchange
conversion

The trade receivables variation is mostly linked to partnerships signed at the end of the year.

Provisions

Reversals Reclassiﬁcations

1

Opening

Provisions

Trade receivables

1.3

5.0

(1.0)

—

—

—

Closing

5.3

TOTAL AT 03/31/24

1.3

5.0

(1.0)

—

—

—

5.3

TOTAL AT 03/31/23

2.2

0.5

(1.3)

—

—

—

1.3

2

Trade receivables are broken down by maturity in the table below:
Total

Not yet due

Overdue – 1
to 30 days

Overdue – 31
to 60 days

Trade receivables

751.5

685.5

23.9

13.6

3.1

25.3

TOTAL AT 03/31/24

751.5

685.5

23.9

13.6

3.1

25.3

TOTAL AT 03/31/23

269.6

229.1

14.6

9.5

4.8

11.6

Credit risk

87.2% of the Group’s total sales is made up of digital distributors.
Ubisoft’s largest customer accounts for 34% of Group sales
excluding tax, the top five accounts for 70% and the top ten for 76%.

3

Overdue – 61 Overdue 91 days
to 90 days
and more

4

In view of the quality of the counterparties relating to digital sales
and of the credit insurance covering 96% of physical sales, theexpected impairment loss on trade receivables is limited asregards the Group.

5

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. Receivables with a maturity of less than one year are
not discounted.
Non-interest-bearing long-term receivables are analyzed to
identify whether they include a significant financing component.
When a significant financing component is identified,receivables are initially assessed at fair value, corresponding to
the value of future cash flows, discounted at the interest ratethat would be applied in a separate financing transaction
between the company and the customer. These receivables aresubsequently recognized at amortized cost under other financial
income and expense.

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.

6
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.

8

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, some ofcommercial receivables may be subject to impairment.

9

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;■ expected credit losses over the life of the financial asset.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

193

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

NOTE 6 DEFERRED INCOME
Foreignexchange
Reversals Reclassiﬁcations conversion

Change inscope

Closing—

128.2

Opening

Provisions

173.4

194.0

(3)

9.3

2.1

(3.5)

—

—

—

7.8

Other deferred income

12.7

—

(8.4)

—

0.3

—

4.6

TOTAL AT 03/31/24

195.4

196.1

(251.3)

—

0.3

—

140.6

TOTAL AT 03/31/23

308.2

141.0

(255.2)

—

1.4

—

195.4

Deferred revenues related to IFRS 15 (1) (2)Deferred digital sales—

0.1(3) deferred income linked to digital game sales featuringcontent available for download. Deferred income isrecognized if the date on which the content is available fordownload is after the sale of the game.

Deferred income is comprised mainly of:(1) deferred services linked to sales of games including online
functionality of the “Live Services” type;(2) deferred revenue relating to licensing agreements whenthese agreements constitute specific compensation
methods such as guaranteed minima;

NOTE 7(239.3)

SEGMENT INFORMATION

In accordance with IFRS 8, the Group produces segment
information. Segment information is prepared 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 edition/
production and publishing activities at the level of which
operational decisions are made.

Segment information by activity
Operating profit (loss) by segment

03/31/24
Edition/
Production/
Cloud
gamingExternal sales

518.3

03/31/23

Publishing Intercompany

1,782.6—

Cross-segment – sales (1)1,345.0

44.1(1,389.1)

Sales

1,863.3

1,826.7(1,389.1)

Group

Edition/
Production/
Cloud
gaming2,300.9

770.5
601.5

34.2

(635.6)—2,300.9

1,372.0

1,077.9(635.6)

1,814.3

Publishing Intercompany

1,043.8—

Group

1,814.3

Cost of sales(29.3)(174.9)—(204.2)(32.5)(184.0)—(216.6)Gross profit

1,834.0

1,651.8(1,389.1)

2,096.7

1,339.5

893.9(635.6)

1,597.8

R&D costs(1,394.4)(1,022.7)

(3.2)

—

(1,025.8)(1,392.0)

(2.3)

—

Marketing costs(99.8)(310.1)—(409.9)(83.4)(255.8)—(339.1)

Administrative and IT costs(190.0)(90.0)—(280.1)(182.1)(107.4)—(289.6)

Cross-segment –expenses (1)(220.7)(1,168.4)

1,389.1—(170.1)(465.5)

635.6—

Current operating
income before stockbased compensation

300.8

80.1

—

380.9

(488.2)62.9—(425.3)

Stock-based
compensation (2)(59.6)——(59.6)(62.0)——(62.0)PROFIT (LOSS) FROMORDINARY
OPERATING
ACTIVITIES

241.2

80.1

—

321.2

(550.2)62.9—(487.3)(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 stock-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.

194

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6Assets by segment
03/31/24

03/31/23

Edition/
Production/
Cloud gaming

Publishing

73.3

—

2,233.0

Right-of-use assets
Non-current ﬁnancial
assetsGoodwill
Other intangible assets
and property, plant andequipment

Deferred tax assets
Non-current assets

Total

Edition/
Production/
Cloud gaming

Publishing

Total

73.3

73.2

—

73.2

6.6

2,239.6

1,952.5

11.5

1,964.0

274.4

4.0

278.4

267.1

4.8

271.9

41.2

9.7

50.9

43.9

9.8

53.7

147.5

39.2

186.6

208.7

43.3

252.0

2,769.4

59.5

2,828.9

2,545.5

69.4

2,614.9
493.3

Current assets

448.3

553.7

1,002.0

267.4

225.9

Current ﬁnancial assets

0.1

—

0.1

0.7

—

0.7

Current tax assets

84.5

0.8

85.3

66.6

4.5

71.1

Cash and cash equivalents

1,130.7

74.5

1,205.2

1,436.6

54.3

1,490.9

Current assets

1,663.7

629.0

2,292.7

1,771.2284.7

2,056.0

TOTAL ASSETS

4,433.1

688.5

5,121.6

4,316.7354.2

4,670.8

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.

Segment information by geographical area

4

The information is not analyzed by geographical area by the Board of directors.
The information below is provided on the basis of the geographical location of the legal entities and not on the basis of the location of
the end customers.

5

Sales by geographical area

External sales

03/31/24

03/31/23

FranceOther
geographical
area

Group

FranceOther
geographical
area

Group

1,187.1

1,113.8

2,300.9

1,062.8

751.5

1,814.3

6

Non-current assets by geographical area

7

31/03/24

31/03/23

FranceOther
geographical
area

Group

FranceOther
geographical
area

Group

—

73.3

73.3

—

73.2

73.2

2,039.2

200.4

2,239.6

1,756.8

207.3

1,964.0

Right-of-use assets

119.0

159.4

278.4

106.6

165.3

271.9

Non-current ﬁnancial assets

19.3

31.6

50.9

23.5

30.2

53.7

(106.4)

293.0

186.6

(48.5)

300.6

252.0

2,071.1

757.8

2,828.9

1,838.3

776.6

2,614.9

Goodwill
Other intangible assets andproperty, plant and equipment

Deferred tax assets
NON-CURRENT ASSETSUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

8
9

195

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

6.1.2.9 Current and non-current operating expenses

NOTE 8OPERATING EXPENSES BY DESTINATION

R&D costs decreased by €369.4 million to €1,071.0 million(46.5% of sales), compared with €1,440.4 million for the2022/2023 financial year (79.4%).

Marketing, administrative and IT costs increased by €59.8 million
to €704.5 million (30.6% of sales), compared with €644.7 million(35.5%) the previous financial year:

The cost of sales decreased by €12.4 million to €204.2 million(8.9% of sales), compared with €216.6 million (11.9%) the
previous financial year.

■ variable marketing expenses stood at €286.7 million (12.5% ofsales), compared with €208.4 million (11.5%) for 2022/2023;■ overheads amounted to €417.7 million (18.2% of sales)
compared with €436.3 million (24.0%) in 2022/2023.

Details of provisions and reversals of provisions and depreciation and amortization
by destination
03/31/24
Net provisions

Total

Cost ofsales

Amortization and impairmentof intangible assets

677.6

—

657.8

2.6

17.2

Amortization and depreciation of property,
plant and equipment

49.5

—

27.2

2.0

20.3

Depreciation of right-of-use assets
relating to leases

48.9

—

32.7

3.6

12.6

Provisions for trade receivables

4.0

—

—

4.0

—

Provisions for risks and charges

-0.4

—

1.1

—

-1.5

Provisions for post-employment liabilities

R&D costs

Marketingcosts

Administrativeand IT costs

2.1

—

1.4

—

0.6

TOTAL AT 03/31/24

781.6

—

720.2

12.2

49.2

TOTAL AT 03/31/23

1,241.7—

1,180.0

7.4

54.4

ACCOUNTING PRINCIPLESFor the purpose of comparisons with other sector players,
Ubisoft presents its results by function.
R&D costs
This destination includes all research and development
expenses incurred by the Group:■ royalties paid or due on items of intellectual property
belonging to third parties used as part of the Group’scontent production.

■ amortization of commercial software from the date ofcommercial release and any impairment based on the
expected future profitability of the games;

Marketing costs
This destination 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).

■ compensation for production teams not assigned to capitalized
projects (short-term benefits, post-employment benefits,stock-based compensation) as well as indirect and activity
costs, less any public grants received or to be received;

Administrative and IT costs
This destination includes all the expenses of the administrativeand IT teams (structural costs) as well as sub-contracting andindirect costs.

NOTE 9 OTHER NON-CURRENT OPERATING PROFITS AND EXPENSES
03/31/24

03/31/23

Other non-current profits—

4.6

Goodwill amortization and reversal—(59.5)

Brands amortization and reversal

(0.2)

0.6

Other non-current expenses(7.5)(44.1)

TOTAL

(7.6)

(98.4)

Other non-current operating expenses mainly include restructuring costs of €7.5 million, arising from the reorganization of Publishing
zone.

196

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

ACCOUNTING PRINCIPLES
Operating profit (loss)
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
Profit (loss) from ordinary operating activities is equal tooperating profit (loss) before inclusion of items whose amountand/or frequency are unpredictable by nature.

1

NOTE 10 INVENTORY
Inventory and workin progressOpeningChange inInventory(result) Reclassiﬁcations

Change inscope

Foreignexchange
conversion

Closing

—

—

0.1

12.2

Goods

32.1

(20.0)TOTAL AT 03/31/24

32.1(20.0)

—

—

0.1

12.2

TOTAL AT 03/31/23

28.4

2.6

0.9

—

0.2

32.1

Opening

Provisions/
Reversals

Foreign exchange
conversion

Closing

Impairment

Changein scope

Goods

13.6

(10.3)——

3.4

TOTAL AT 03/31/24

13.6(10.3)——

3.4

TOTAL AT 03/31/23

6.2

7.6

—

(0.1)

13.6

2
3
4

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 of acquisition
cost and net realizable value.
The acquisition cost is the purchase price plus incidental expenses.

5

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.

6

No borrowing costs are included in the cost of inventory.

NOTE 11 TRADE PAYABLES

7

OpeningChangeReclassiﬁcations

Changein scope

Foreignexchange
conversion

121.9

35.5

(0.5)

—

0.1

157.0

1.2

(1.1)

—

—

—

0.1

TOTAL AT 03/31/24

123.1

34.3

(0.5)

—

0.1

157.1

TOTAL AT 03/31/23

156.6(32.8)

—

—

(0.7)

123.1

Gross
Trade payables

Suppliers
Suppliersof non-current assets

Gross
Closing

89“Trade payables” includes commitments made under licensing agreements including the portion not yet paid.
As of March 31, 2024, these outstanding commitments amounted to €8.4 million, compared with €13.1 million the previous year.
As these debts are short-term and do not bear interest, the interest rate risk is not significant.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

197

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

ACCOUNTING PRINCIPLES
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.

NOTE 12 PREPAID EXPENSES
Gross
OpeningChangeReclassiﬁcations

Changein scope

Foreignexchange
conversion

Gross
Closing

Prepaid expenses

48.3

(4.0)

—

—

—

44.3

TOTAL AT 03/31/24

48.3

(4.0)

—

—

—

44.3

TOTAL AT 03/31/23

40.7

8.2

—

—

(0.6)

48.3

These are mainly expenses relating to software, IT maintenance and miscellaneous general expenses.

6.1.2.10 Employee benefits

NOTE 13 PERSONNEL EXPENSES
The headcount as at March 31, 2024 (total employees registered at the end of the period) breaks down as follows:
Staff by geographic region

03/31/24

03/31/23

Americas

6,257

6,486

Asia

3,008

3,102

EMEA

9,746

10,545TOTAL

19,011

20,13303/31/24

03/31/23

1,154.2

1,157.7

The average headcount in financial year 2023-24 is 19,468.

Salaries
Payroll taxes (1)

274.5

278.7

Grants and tax credits(179.0)(174.6)

59.6

62.0

1,309.3

1,323.9

Stock-based compensation (2)TOTAL(1) The Group had total expenses of €41.8 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

03/31/24

03/31/23

CanadaTax credits *

123.1

132.1

FranceTax credits

30.7

29.3

Grants0.6

1.0

Grants10.8

1.2

Tax credits

4.7

4.3

Singapore
United Kingdom
Other
TOTAL
*

198

The payment of some tax credits is contingent upon the generation of taxable income

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

9.1

6.6

179.0

174.6

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

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. For capitalized research anddevelopment costs, they are recorded as reductions from thecost of internal development software in the balance sheet, sothat they are recognized as a reduction in the amortization
expense over the useful life of the internal development
software to which they are related.

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 cost of the asset.

1

NOTE 14 EMPLOYEE BENEFITS
Provisions for post-employment benefits
Change in othercomprehensive
Provisions
income *Opening

Reversals

Change inscope

Foreignexchange
conversion

2
Closing

Provisions for postemployment benefits

17.1

4.4

1.1

(2.4)

—

—

20.3

TOTAL AT 03/31/24

17.1

4.4

1.1

(2.4)

—

—

20.3

TOTAL AT 03/31/23

20.2

7.3

(6.5)

(3.9)

—

(0.1)

17.1

*

3

The change is mainly due to the change in the discount rate assumption

4

Assumptions
Japan

Italy

03/31/24 03/31/23
Annual wage
growthTurnover rate

Retirementage
Discount rate
Averageremaining
working life

*

5.10%

11.76%

5.10%

03/31/24
5% to
5.7%

Between
11.76% 8.9% and
15%

FranceIndia

Bulgaria

03/31/23

03/31/24

03/31/23

03/31/24

03/31/23

5.7%

1.50% to2%

1.50% to
2%

10%

10%

< 30
years:
24%< 30
years:
24%< 49
years:
5.75%< 40
years:
14%< 40
years:
14%≥ 49 years: ≥ 49 years:
1%
1%

≥ 40
years:
between
2% and0%≥ 40≥ 40 years:
years:
betweenbetween
5% and2% and2%
0%60 years

62 years
62 years
andand
60 years 64,5 years 64,5 years

8.9%

< 49
years:
5.75%

63 to
63 to
67 years 67 years * 67 years *03/31/24

Philippines

Serbia03/31/23

03/31/24

03/31/23

03/31/24

03/31/23

5% 3% to 5%

4%

7%

8.5%

8%

Between
9% and13%

Between
9% and
13%

10%

10%

60 years

60 years

60 to
64 years

60 to
64 years< 30
years:
15%

5< 30
years:
15%

< 40
< 40
years: 9% years: 9%≥ 40years:
between
5% and2%

660 years

60 years

67 years

3.32%

3.67%

3.32%

3.67%

3.32%

3.67%

7.20%

7.50%

4.5%

6%

6.05%

6.6%

6%

6%

21 years

21 years

24 to 32years

33 years

30 years

31 years

30 years

31 years

30 years

31 years

29 years

30 years

33 years

33 years

7

Retirement age eligible for full pension

8

Pension reform in France
The promulgation on April 15, 2023, of Law no. 2023-270 on the amended financing of social security for 2023 gradually raises theretirement age from September 1, 2023, to achieve 64 in 2030, and accelerates the application of the “Touraine” law by increasing thecontribution period to 43 years from 2027 instead of 2035. The impact of this change in plan is not material on the Group's
commitment at March 31, 2024.

9

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.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

199

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

ACCOUNTING PRINCIPLES
Post-employment obligations
The Company 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:

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.

■ 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.

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 the last
12 months of AA-rated corporate bonds over 10 years or more).

■ with regard to defined benefit plans, the employee receives
a fixed pension benefit from the Group, determined on thebasis of several factors, including age, length of service andcompensation level. Such plans are used by the Group in
Japan, Italy, France, India, Bulgaria, the Philippines and Serbia.

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.

NOTE 15 COMPENSATION IN SHARES AND EQUIVALENTS
Impact on the financial statements:
EQUITY AS AT MARCH 31, 2023

Personal expenses
Stock options and free share grants
MMO – Massive Multishare Ownership
EQUITY AS AT MARCH 31, 2024

470.2
59.6
53.4
6.3
529.8

The impact of these stock-based compensation payments on reserves corresponds to all rights acquired by employees in respect ofequity instruments issued granted by Ubisoft as at March 31, 2024 (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.

200

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

Subscription options
38th plan

39th plan

42nd plan

40th plan

Total number of options granted

11,50019,579188,454

330,678

Start of exercise period

04/13/19

06/27/19

06/27/19

07/02/20 (1)Expiry date of options

04/12/23

06/26/23

06/26/23

07/01/24

Maturity (in years)

5

5

5

5

Volatility

34%

34%

34%

34 %

Risk-free interest rate

0%

0%

0%

0%

Estimated dividend rate

0%

0%

0%

0%

Annual turnover rate

0%

0%

0%/5%

0 %/5 %

Strike price of options€73.86€94.58€94.58Fair value of options
Options at April 1, FY23

€14.60€25.41€19.69€25.02/€24.92

FranceWorldFrance€69.55€69.7014,93/
19,06/
18,95 € (2)World€19.1014,99/
19,11/
19,00 € (2)WorldFrance10,00014,920131,426

228,532

Options granted during the period

—

—

—

—

Options exercised during the period

—

—

—

—

Options cancelled during the period(10,000)(14,920)(131,426)(74,494)———

154,038

Options outstanding at March 31, FY24123(1) For members of the Executive Committee (Plan 42: two beneficiaries), the options only become exercisable from the fourth year of the plan
(2) The fair values of the options granted to the members of the Executive Committee vary according to the assumptions related to the performance conditions:achievement of an average Non-IFRS Group operating income 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

Total number of options granted

45th plan

46th plan

47th plan

48th plan

271,62960,821

55,673

4,009

(3)

(3)

Start of exercise period

07/01/21

07/02/24

Expiry date of options

06/30/25

07/01/25

12/07/25

04/06/26

5

5

5

5

Volatility

34%

34%

35 %

35%

Risk-free interest rate

0%

0%

0%

0%

Estimated dividend rate

0%

0%

0%

0%

Annual turnover rate

5%0%0 %/5 %

0%€77.76€66.94

Maturity (in years)

Strike price of options
Fair value of options
Options at April 1, FY23

€68.45€73.40€68.59€76.5012/08/24€17.01€14.88€23.50 (4)€20.33 (4)€21.25/€21.00 (5)FranceWorldFranceWorldFrance€16.21
World

4

Total

04/07/22

5
6€14.14

216,972

60,821

55,673

4,009

722,353

Options granted during the period

—

—

—

—

—

Options exercised during the period

—

—

—

—

—

Options cancelled during the period(11,680)(50,684)(39,285)—(332,489)

Options outstanding at March 31, FY24

205,292

10,137

16,388

4,009

389,86478(3) For members of the Executive Committee (Plan 46: two beneficiaries) and the corporate managing officers (Plan 47), the options only become exercisable fromthe fourth year of the plan
(4) The fair values of the options granted to members of the Executive Committee vary depending on the assumptions related to the performance conditions:achievement of a Ubisoft TSR compared to the TSR of the companies in the NASDAQ Composite Index, the growth of the MAU and the increase in the gender
diversity of teams assessed over three years(5) The fair values of the options granted to corporate managing officers vary depending on the assumptions related to the performance conditions: achievement of a
Ubisoft TSR compared to the TSR of the companies in the NASDAQ Composite Index, the growth of the MAU and the increase in the gender diversity of teams
assessed over three years

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.

9

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 granting to thebeneficiaries, with the discounted value of dividends expected
over the vesting period being zero.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

201

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

03/31/20

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

Fair value of the share (per share)€81.60€62.56/€69.70 (1)€70.50€56.00€73.80Grant date

Percentage of operating targets reached

100%

100%

100%

100%

100%

Number of shares granted as at 04/01/23

35,389574,140

2,211

358

13,283

Number of shares granted during the financial year

—

—

—

—

—

Number of shares canceled during the financial year—

(25,383)——(1,904)

Number of shares created during the financial year

—

—

—

(358)

(11,379)(35,389)(548,757)(2,211)

—

—

—

—

—

—

—

Number of shares delivered during the financial year
Number of shares granted as at 03/31/24(1) Fair values of shares awarded to members of the Executive Committee (Plan of July 2, 2019: two beneficiaries) vary depending on the performance condition
assumptions: achievement of the average Non-IFRS Group operating income, achievement of a Ubisoft TSR compared to the TSR of companies in the NASDAQ
Composite Index, individual targets

03/31/21

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 share (per share)€73.40€81.30€77.76€80.88Grant date

Percentage of operating targets reached

100%

100%

100%

100%

Number of shares granted as at 04/01/23

645,721

1,116

36,680789

Number of shares granted during the financial year

—

—

—

—

Number of shares canceled during the financial year

(48,737)

(869)

—

—

Number of shares created during the financial year

(1,023)———

Number of shares delivered during the financial year
Number of shares granted as at 03/31/24

(339)

—

—

—

595,622247

36,680789

12/07/21

02/23/22

03/31/22

Grant date

04/07/21

06/30/21

10/28/21

Maturity – Vesting period

4 years

2 years, then 2 years, then 2 years, then
4 years 1/3 per year 1/3 per year 1/3 per year

Fair value of the share (per share)€66.94€58.86€44.31€40.99/€29.89 (2)Percentage of operating targets reached

100%

100%

100%

100%

100%

Number of shares granted as at 04/01/23

47,854

970,523

39,141

88,157

22,797€47.23

Number of shares granted during the financial year

—

—

—

—

—

Number of shares canceled during the financial year

(1,763)(77,455)(504)(3,361)(2,079)Number of shares created during the financial year—

(1,452)(13,056)(10,423)(6,913)

Number of shares delivered during the financial year

—

(422)

—

—

—

46,091

891,194

25,581

74,37313,805

Number of shares granted as at 03/31/24(2) Fair values of shares awarded to members of the Executive Committee (Plan of July 12, 2021: two beneficiaries) and the corporate managing officers (fivebeneficiaries) vary according to the assumptions related to performance conditions: achievement of a Ubisoft TSR in relation to the TSR of NASDAQ Composite
Index companies, growth in the monthly number of active users (MAU), achievement of a CSR indicator (Reduction in the Group’s carbon intensity)

202

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

03/31/23

04/12/22

Grant date

07/05/22

10/27/22

12/06/22

02/01/23

03/30/23

2 years(50%)
3 years(50%)

2 years(50%)
3 years(50%)

2 years,
then 1/3
per year

2 years,
then 1/3
per year

2 years(50%)
3 years(50%)

2 years(50%)
3 years(50%)-----3 years-----4 years

Fair value of the share (per share)€39.05€42.80€26.76€27.55/€20.37 (3)€18.96€24.07

Percentage of operating targets reached

100%

100%

100 %

100 %

100 %

100 %

Maturity – Vesting period

2,155

1,201,065

5,008

127,435

57,923

Number of shares granted during the financial year

Number of shares granted as at 04/01/23

—

—

—

—

—

—

Number of shares canceled during the financial year—

(88,583)—(5,911)(2,590)(1,349)Number of shares created during the financial year—

(1,355)

—

—

—

—

Number of shares delivered during the financial year
Number of shares granted as at 03/31/24

1

15,286

—

(804)

—

—

—

—

2,155

1,110,323

5,008

121,524

55,333

13,9372(3) The fair values of shares awarded to members of the Executive Committee (ten beneficiaries) and corporate managing officers (five beneficiaries) vary according
to the assumptions related to performance conditions: achievement of a Ubisoft TSR in relation to the TSR of NASDAQ Composite Index companies, growth in themonthly number of active users (MAU), achievement of a CSR indicator (Reduction in the Group’s carbon intensity)

03/31/24

05/16/23

Total

10/26/23

12/06/23

02/07/24

03/26/24

Maturity – Vesting period

2 years(50%)
3 years(50%)

2 years(50%)
3 years(50%)

2 years(50%)
3 years(50%)-----3 years-----4 years

2 years(50%)
3 years(50%)

2 years(50%)
3 years(50%)

Fair value of the share (per share)

26,58 €

25,50 €

24,85 €/
18,37 € (4)19,81 €

19,08 €

Percentage of operating targets reached

100%

100%

100%

100%

100%

Number of shares granted as at 04/01/23

—

—

—

—

—

3,887,031

Number of shares granted during the financial year

1,484,619

47,142

167,949

22,98068,1481,790,838

Number of shares canceled during the financial year

(73,022)

(846)

—

—

—

(334,356)

Number of shares created during the financial year

(388)

—

—

—

—

(46,347)

Number of shares delivered during the financial year

—

—

—

—

—

(587,922)

1,411,209

46,296167,949

22,98068,1484,709,244

Grant date

Number of shares granted as at 03/31/24

3
4
5
6
7

(4) The fair values of shares awarded to members of the Executive Committee (nine beneficiaries) and corporate managing officers (five beneficiaries) vary according
to the assumptions related to performance conditions: achievement of a Ubisoft TSR in relation to the TSR of NASDAQ Composite Index companies, growth in themonthly number of active users (MAU), achievement of a CSR indicator (progression on the Science Based Targets initiative (“SBTi”)

Group savings plans

Group savings plans – Massive Multishare
Ownership (MMO)

Ubisoft offers employees the opportunity to become
shareholders through employee share ownership programs.
The financial product associated with these plans comprises aguaranteed capital portfolio, with a share in any rise in the Ubisoft
market price over a five-year period.
These plans are 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 share capital increase.

8

After a holding period, or before the end of this period in theevent of early release, each beneficiary could receive their initialinvestment in euros (comprising his/her personal contribution
increased by the additional contribution) as well as a multiple ofthe possible average protected increase in the share price.

9

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.
The compensation is recognized in income on the plan grant date.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

203

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

03/31/24

03/31/23

09/18/23

09/22/22

55Reference price€28.05€41.49Subscription price€23.85€35.27

Grant date
Maturity – acquisition period (in years)

Discount

15%

15%

2,399,766

2,887,629■ Employees

€5.1M

€7.8M

■ Additional contribution

€0.7M

€2.4M

IFRS 2 expense net of the additional contribution€6.3M€13.5M

Gross expense€6.9M€15.9M

Number of shares
Subscription's amounts

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, performance shares, Group savings plan).
In accordance with IFRS 2, stock-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.
Free performance shares grants settled in shares: the fairvalue of the free shares granted is estimated by referring to themarket price on the grant date less the discounted value ofdividends expected over the vesting period (not applicable forfree shares granted at the closing date in the absence ofdividends expected over the vesting period).

204

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Free performance shares grants settled in cash: free
performance share grants settled in cash are recognized inincome against a liability constituted as the vesting period
progresses for the beneficiaries and based on the market priceat the grant date. At each closing date, the liability isremeasured based on the market price at the closing date, andthe change in fair value is recognized in income.
Group savings scheme – Massive Multishare Ownership:
the accounting 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 valueof such 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.
Number of dilutive instruments
The dilutive effect of stock option plans and free performance
shares grant plans when the unwinding of the instrument
involves the issue of Ubisoft shares and the vesting period is inprogress, is reflected in the calculation of diluted earnings per
share.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

NOTE 16 COMPENSATION OF CORPORATE OFFICERS(RELATED-PARTY TRANSACTIONS)
Compensation of executive corporate
managing officers of the Company andof controlling and/or controlled companies

Messrs. Guillemot are compensated for their functions as
Chairman and Chief Executive Officer or Executive Vice-Presidentof Ubisoft Entertainment SA.
The compensation of Yves Guillemot, Chairman and Chief
Executive Officer, for the financial year ended March 31, 2024,
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 andtwo non-financial Indicators.
The compensation of each Executive Vice-President for thefinancial year ended March 31, 2024 comprises the following
components:■ fixed compensation of €65,621;■ long-term variable compensation based on one financial andtwo 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
Valuation of compensation for the ﬁnancial year (in € thousands)
Short-term beneﬁts (1)Stock-based compensation (2)TOTAL

ended March 31, 2024, represented the granting of 37,195 free
performance shares for the Chairman and Chief Executive Officer
and 3,130 free performance shares for each of the Executive
Vice-Presidents.
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;

1■ for 20% on the growth in the number of monthly active users(MAU);■ for 20%, on a “CSR” performance condition (reduction incarbon intensity).

2

Achievement of these Indicators is assessed over a period of
three consecutive financial years or calendar years conditioning theacquisition of the long-term compensation. The shares will vest
definitively after a period of four years and will be contingent on
remaining in the position of executive corporate managing officer.

3

The amount of the total gross compensation due/paid to executive
corporate managing officers during the financial year by companies
controlled by the Company within the meaning of IAS 24.16 and inwhich they hold corporate offices was €2,071 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.

03/31/24

03/31/23

2,071

1,728

150

704

2,221

2,432

4
5
6

(1) Includes fixed and variable compensation, benefits in kind and directors’ compensation in respect of their office recognized for the financial year(2) Expense for the financial year in respect of stock-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 2023-24 amounted to €666 thousand.

Section 4.2 of the annual financial report contains a detailed
description of the compensation and benefits granted to thecorporate managing officers of the Group.

7

No loans or advances were made to the Company’s executives
under article L. 225-43 of the French commercial code.

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.

8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

205

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

6.1.2.11

Goodwill

NOTE 17 GOODWILL IMPAIRMENTNo impairment of goodwill was recorded for the financial year ended March 31, 2024.
CGU

03/31/24

03/31/23

Edition/Production——

Cloud Gaming——

Production/Distribution (mobile games)

—

59.5

TOTAL

—

59.5

NOTE 18 GOODWILL
In accordance with IAS 36 §72, the analysis of the organization of studio production led to the consideration of two CGUs:■ Edition/Production CGU;
■ Cloud Gaming CGU.
The net carrying amount of goodwill as at March 31, 2024 breaks down as follows:
03/31/24

03/31/23

Gross value

Cumulative
impairment
lossesNet value

Net value

Edition/Production

23.8

—

23.8

23.6

Cloud gaming

49.6

—

49.6

49.6

TOTAL

73.3

—

73.3

73.2

03/31/24

03/31/23

73.2

203.8

CGU

The change in goodwill as at March 31, 2024 breaks down as follows:

Gross value at the start of the period
Foreign exchange gains and losses

0.1

1.0

Derecognitions—(131.7)Gross value at the end of the period

73.3

73.2

Cumulative losses at the start of the period

—

71.7

Impairment losses

—

59.5

Foreign exchange gains and losses—

0.5

Derecognitions—(131.7)

Cumulative losses at the end of the period
NET GOODWILL206

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

—

—

73.3

73.2

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

NOTE 19 KEY ASSUMPTIONS USED TO CALCULATE RECOVERABLE VALUESMarch 31, 2024
Edition/
Production

Cloud Gaming

Basis used for recoverable value

Value-in-use

Source used

Internal plan

Methodology

Discounted cash ﬂows

Discount rate

8.90%

Perpetuity growth rate

1.50%

1

March 31, 2023
Edition/
Production

Basis used for recoverable value

Production/Distribution

Source used

Internal plan

Methodology

Discounted cash ﬂows

Discount rate
Perpetuity growth rate

2

Cloud Gaming

Value-in-use

8.62%
1.50%

0% / 0.50%

3

1.50%

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.

Edition/
Production

Estimated recoverable value of the tested CGU

70.5

256

23.8

49.6

Change in cash ﬂows leading to an impairment

-66%

-80%

Perpetuity growth rate leading to an impairment

5

Cloud Gaming

Carrying amount of the tested CGU
Discount rate leading to an impairment

4

The table below shows the discount rate and EBIT growth raterequired for an impairment to be recognized for CGUs for which
the estimated recoverable value is higher than the net carrying
amount:23%

42%

Not sensitive

Not sensitive

6
7
8
9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

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 purchaser’s share of the fair value ofthe identifiable net assets purchased. This figure does notinclude 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 togoodwill. After this 12-month period, all adjustments are directly
recorded in the income 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;■ 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 the goodwill of production subsidiaries concerning thestudios acquired that develop their own franchises with orwithout collaboration with the Group’s studios: the CGU
corresponds to the project in question;■ for the goodwill of Cloud Gaming subsidiaries: 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 highest of fair value
minus cost of sale (net fair value) and its value-in-use. The
estimated value-in-use is defined as the sum of projected cash
flows with CGU discounted based on a business plan at five
years to which the asset belongs (including goodwill), and theterminal 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 foreign exchange in particular. 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. 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 8.90% at March 31, 2024
(against 8.62% at March 31, 2023).
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.

208

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CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6.1.2.12

6

Other intangible assets

NOTE 21 AMORTIZATION AND IMPAIRMENT OF OTHER INTANGIBLE ASSETS
03/31/24
Amortization and impairmentof other intangible assets

Total

Cost ofsales

R&D costs

Marketingcosts

Administrativeand IT costs

Released commercial software

516.3

—

516.3

—

—

Commercial software in production

115.5

—

115.5

—

—

External developments

19.6

—

19.6

—

—

Office software

20.1

—

1.8

2.6

15.7

Cloud streaming rights

2.1

—

—

—

2.1

Brands

0.2

—

0.2

—

—

Movies

4.5

—

4.5

—

—

Digital assets

(0.8)

—

—

—

(0.8)

Other

0.1

—

—

TOTAL AT 03/31/24

677.6

—

657.8

2.6

17.2

TOTAL AT 03/31/23

1,115.8—

1,090.5

0.8

24.5

1
2

0.1

3

NOTE 22 INVENTORY VALUE CHANGES IN OTHER INTANGIBLE ASSETSDURING THE FINANCIAL YEAR
03/31/24

Other intangible assets

Released commercial software
Released external software developments
Commercial software in production
External software developments in production

03/31/23

Gross

Depreciation
andamortization

Net

Net

1,764.0(1,236.0)

528.1

318.1

42.3

(38.2)

4.1

6.0

1,582.0(254.5)

1,327.5

1,302.8

24.9

—

24.9

34.8

Office software

72.4(46.3)

26.1

31.3

Other intangible assets in progress

21.5

—

21.5

15.5

Cloud streaming rights

67.8

(2.1)

65.7

—

Brands

61.2

(4.4)

56.8

55.9

Movies

15.2

(5.8)

9.4

5.8

Digital assets

23.2(12.7)

10.5

5.1

Other
TOTAL

1.3

(0.5)

0.8

0.8

3,675.8(1,600.4)

2,075.4

1,776.1

4
5
6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

209

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

Reclassification ofwork in Reclassiﬁprogresscations

Change inscope

Foreignexchange
conversion

ClosingChange in other intangible assets

Opening

Increase

Decrease

Released commercial software

1,166.0

18.4(539.5)

1,119.0———

1,764.0

37.8

2.4 *

(13.3)

15.3

—

—

—

42.3

—

(1,119.0)———

1,582.0

Released external softwaredevelopments
Commercial softwarein production

1,853.0

848.0

External software developments
in production

34.8

5.5 *

—

(15.3)

—

—

—

24.9

Office software

90.7

1.5

(28.0)

—

8.3

—

(0.1)

72.4

Other intangible assets
in progress

15.5

19.4

—

—

(13.4)——

21.5

Cloud streaming rights

—

67.8

60.1

—

—

—

—

—

1.1

61.2

Brands

67.8

Movies

19.2

8.2(12.1)

—

—

—

0.1

15.2

Digital assets

18.6

4.6

—

—

—

—

—

23.2

1.3

—

—

—

—

—

—

1.3

TOTAL AT 03/31/24

Other

3,297.0

975.8(592.9)

—

(5.1)

—

1.1

3,675.8

TOTAL AT 03/31/23

2,943.7

1,012.1(657.2)

0.1

(0.9)

—

(0.9)

3,297.0*

Including a change of €(4.7) million related to unpaid guaranteed commitments

The increase in commercial software in production of €848.0 million and in released commercial software of €18.4 million can be
explained by the capitalized production costs of €867.3 million, to which are added foreign exchange differences of €(0.9) million.
Cloud streaming rights are linked to the signature of the agreement with Activision Blizzard in October 2023 (see note 1).
Reclassifications between accounts result mainly from the transfer of intangible assets in progress.
Amortization and impairmentof other intangible assets

Opening

Increase

Foreignexchange
conversion

ClosingReleased commercial software

847.9

516.3

(539.5)

411.3

—

—

1,236.0

Released external softwaredevelopments

31.8

19.6

(13.3)

—

—

—

38.2

Commercial softwarein production

550.2

115.5

—

(411.3)

—

—

254.5

Office software

59.3

20.1

(28.0)

(5.1)

—

(0.1)

46.3

Cloud streaming rights—

2.1

Brands

4.2

0.2

—

—

—

—

4.4

2.1

Movies

13.4

4.5(12.0)

—

—

—

5.8

Digital assets

13.5

(0.8)

—

—

—

—

12.7

Other

0.5

0.1

—

(0.1)

—

—

0.5

TOTAL AT 03/31/24

1,520.8

677.6(592.8)

-5.2

—

-0.1

1,600.4

TOTAL AT 03/31/23

1,061.8

1,115.8(657.2)——0.4

1,520.8

No intangible assets are pledged to secure any borrowings.

210

Decrease Reclassiﬁcations

Change in
scope

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

ACCOUNTING PRINCIPLESOther intangible assets include:■ commercial software developments;■ engines and tools;■ external software developments;■ office software;■ information system developments;■ cloud streaming rights;■ brands;

1■ films;■ digital assets.
Commercial software comprises both commercial software and external software developments.
Recognition of other intangible assets (excluding brands)

2

The intangible assets of companies included in the scope of consolidation are recorded at their net carrying amount (historicalacquisition cost less cumulated amortization and impairment losses).
In accordance with IAS 38 “Intangible assets”, projects are only recognized as non-current assets if they meet the following criteria:■ the technical feasibility required for completion of the intangible asset leading to its commissioning or sale;■ the intention to complete the intangible asset and commission or sell it;3■ the ability to commission or sell the intangible asset;■ the probability that the intangible asset will generate future economic benefits;■ the availability of suitable technical, financial and other resources to complete the development and commissioning or sale of theintangible asset;4■ the ability to reliably measure the expenses attributable to the intangible asset during its development.
No borrowing costs are included in the costs of property, plant and equipment.
Capitalized costs of internal development software, engines and tools correspond mainly to the cost of personnel working on each ofthese developments. Each developer identifies monthly the time spent per project on dedicated codes. This time is then converted
into salary costs and re-invoiced to the parent company. Some engines and tools may be used in the development of several games.
There are no pooled costs in project development; each code is assigned to a distinct asset (engine or game).

5

Development costs of commercial software (video games), whether outsourced to Group subsidiaries or externally, are recognized in“Commercial software and external software development in production” as development progresses. Once they are released, thesecosts are transferred to the “Released commercial software” or “Released external software developments” accounts.
Commitments made under external development contract agreements are recognized for the amount specified in the agreement
including the portion not yet paid.

6

Recognition of brands
Acquired brands are recognized at their fair value in accordance with IFRS 3 as amended when they are acquired as part of a businesscombination, or if this is not the case, in accordance with IAS 38 on the acquisition of intangible assets.

•••

7
8
9

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6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024•••
Amortization and impairment of other intangible assets
In accordance with IAS 38, the Group is required to periodically revise its amortization periods based on the observed useful life.
Inventory value of intangible assets and impairment tests
Types ofintangible assets

Amortization method

Impairment method for intangible assets

Commercial
softwaredevelopment

1 to 5 years (by exception, 8 years),straight-line, starting on the commercial
release date.

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 18 months following the half-year and full-year end
dates;■ all software under production with a release date more than
18 months ahead and for which an impairment indicator has
been identified.
The Group 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.

External
developments

1 to 2 years, straight-line, starting on thecommercial release date and, if
applicable, according to the royalty
expenses due to third-party publishers if
higher.

Engines and tools

5 years, straight-line, from the release date.

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 impairment indicators.
The recoverable value of brands corresponds to the higher of the
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.

Cloud streamingrights15 years, straight-line from acquisition date.

A impairment test is carried out whenever impairments indicators
have been identified.

MoviesFrom 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 avaluation of the average cost of equity.

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.

As the useful life of software is finite, the Company does not use aterminal value.
Impairment is recognized if the value-in-use is lower than the net
carrying amount.

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.
Information system 5 years, straight-line, from the date ofdevelopments
commissioning.

An impairment test is performed if there is any impairment indicator.

Office software

1 to 3 years, straight-line, from the dateof commissioning, depending on theestimated life.

An impairment test is performed if there is any impairment indicator.

Digital assets

N/A

Market values are determined by comparing the value of the digitalassets at the weighted average cost with the value of these digitalassets at closing.
Tokens held and borrowed are measured at their market value atthe end of the financial year.

212

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CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

NOTE 23 RECOVERABLE VALUE OF BRANDS
03/31/24

Net values of brands

Tom Clancy

03/31/23

Gross value

Cumulative
impairment
lossesNet value

Net value

39.5

—

39.5

38.4

Other brands

21.7

(4.4)

17.3

17.5

TOTAL

61.2

(4.4)

56.8

55.9

1

Key assumptions used to calculate recoverable values
Tom Clancy

Basis used for recoverable value

Other brands

Value-in-use

Source used

Internal plan

Methodology

Royalty method

Discount rate

8.90%

Perpetuity growth rate

1.50%

2

0% to 1.50%

Sensitivity of recoverable values of other assets with indefinite useful lives (brands)

3

6.1.2.13

4

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.

Property, plant and equipment

NOTE 24 DEPRECIATION AND IMPAIRMENT OF PROPERTY,
PLANT AND EQUIPMENT

503/31/24
Depreciation of property,
plant and equipment

R&D costs

Marketingcosts

Administrativeand IT costs

1.0

Total

Cost of sales

Buildings

1.3

—

0.3

—

Fixtures and ﬁttings

10.7

—

6.8

0.4

3.5

Computer hardware and furniture

37.5

—

20.1

1.6

15.8

Transport equipment

0.1

—

—

—

—

TOTAL AT 03/31/24

49.5

—

27.2

2.0

20.3

TOTAL AT 03/31/23

60.2

—

40.1

3.1

17.0

6
7
8
9

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6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

NOTE 25 INVENTORY VALUE AND CHANGES IN PROPERTY,
PLANT AND EQUIPMENT DURING THE FINANCIAL YEAR
03/31/24
Gross

Net

Net

Land

5.0

—

5.0

5.0

Buildings

43.3

(9.4)

33.9

35.8

Machines and equipment

18.1(10.9)

7.2

5.6

Fixtures and ﬁttings

99.9(59.8)

40.0

46.8

Computer hardware and furniture

299.1(229.5)

69.5

88.4

0.4

(0.3)

0.1

0.2

Property, plant and equipment

Transport equipment
Non-current assets in progress
TOTAL

Change in property,
plant and equipment

8.5

—

8.5

6.1

474.2

(310.0)

164.3

187.9

Decrease Reclassiﬁcations

Change inscope

Foreignexchange
conversion

Opening

Increase

Land

5.0

—

—

—

—

(0.1)

5.0

Buildings

43.9

0.1

—

—

—

(0.7)

43.3

Closing

18.1

Machines and equipment

14.7

0.8

—

2.6

—

—

Fixtures and ﬁttings

112.6

4.4

(11.8)

(5.2)

—

(0.2)

99.9

Computer hardware and furniture

372.1

16.2

(41.8)(47.2)

—

(0.3)

299.1
0.4

Transport equipment

0.4

—

—

—

—

—

Non-current assets in progress

6.1

6.0

—

(3.6)

—

—

8.5

TOTAL AT 03/31/24

554.9

27.5

(53.6)(53.3)

—

(1.3)

474.2

TOTAL AT 03/31/23

536.3

47.6

(11.2)

1.5—(19.2)

554.9

Depreciation and amortizationof property, plant and equipment

Foreignexchange
conversion

Opening

Increase

Decrease

Reclassiﬁcations

Changein scope

Buildings

8.2

1.3

—

—

—

(0.1)

9.4

Machines and equipment

9.1

1.9

(0.1)

—

—

—

10.9

Closing

Fixtures and ﬁttings

65.8

8.8

(11.6)

(3.1)

—

(0.1)

59.8

Computer hardware and furniture

283.8

37.5

(41.3)(50.2)

—

(0.2)

229.5

Transport equipment

214

03/31/23

Cumulative
depreciation

0.2

0.1

—

—

—

—

0.3

TOTAL AT 03/31/24

367.0

49.5

(52.9)(53.3)

—

(0.4)

310.0

TOTAL AT 03/31/23

328.9

60.2

(10.7)

1.0—(12.4)367.0

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

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.
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.

No borrowing costs are included in the costs of property, plantand equipment.
Given the type of assets held, no component was identified.

Depreciation and impairment of property, plant and equipment

1

The depreciation method used throughout the Group, is straight-line and the depreciation periods used for the various types of noncurrent assets are as follows:
Type of asset

Period (in years)

Buildings

15 to 25

Equipment

3 to 5

Fixtures and fittings

3 to 15

Computer hardware

3 to 4

Office furniture

10

Transport equipment

5

In accordance with IAS 16, the Group is required to periodicallyrevise its depreciation periods based on the observed useful life.

No impairment test is performed in the absence of any
indication of impairment.

23Concerning 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.

4

Property

No property, plant or equipment is pledged to secure any
borrowings.

■ 111 Chemin de la gare, Piedmont, Quebec (Canada);

As at March 31, 2024, no impairment test was performed
because there was no indicator of impairment of property, plantand equipment.

Ubisoft is the property owner of the following locations:■ 8, rue de Valmy, Montreuil-sous-Bois (France);■ 31-33 rue Falguière, Paris (France);

5
6■ Ängelholmsgatan 1, 214 22 Malmö (Sweden);■ 2000 CentreGreen Way, Suite 300, Cary, North Carolina(United States).

7
8
9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

6.1.2.14 Lease right-of-use assets

NOTE 26 DEPRECIATION AND IMPAIRMENT OF RIGHT-OF-USE ASSETSRELATING TO LEASES
03/31/24
Depreciation of right-of-use assets
relating to leases

Lease right-of-use assets

Total

Cost ofsales

R&D costs

Marketingcosts

Administrativeand IT costs

48.9

—

32.7

3.6

12.6

TOTAL AT 03/31/24

48.9

0.0

32.7

3.6

12.6

TOTAL AT 03/31/23

51.6

0.0

35.5

4.2

11.9

NOTE 27 INVENTORY VALUE AND MOVEMENTS DURING THE FINANCIAL
YEAR OF RIGHT-OF-USE ASSETS
Change in gross leaseright-of-use assets

Opening

Increase

Decrease Reclassifications

Change inscope

Foreignexchange
conversion

Closing

Lease right-of-use assets

420.1

61.9

(28.1)

—

—

(0.7)

453.2

TOTAL AT 03/31/24

420.1

61.9

(28.1)

—

—

(0.7)

453.2

TOTAL AT 03/31/23

424.8

37.8

(32.1)

(1.2)

—

(9.2)

420.1

Decrease Reclassifications

Change inscope

Foreignexchange
conversion

Closing

Depreciation of gross leaseright-of-use assets

Opening

Increase

Depreciation of leaseright-of-use assets

148.2

48.9

(21.8)

—

—

(0.4)

174.8

TOTAL AT 03/31/24

148.2

48.9

(21.8)

—

—

(0.4)

174.8

TOTAL AT 03/31/23

122.4

51.6

(21.8)

(0.7)

—

(3.4)

148.2

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 three 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-statement of financial position commitments”
and an expense is recognized in “Current operating expenses”
in the income statement.

216

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

The recognition of all leases results, in balance sheet, in therecognition of an asset covering the right to use leased assets,
against a liability for the associated lease obligations (see note 36).
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.
The amortization period of these right-of-use assets is determinedaccording to the estimated term of the lease, with the exceptionof finance leases, for which the period of amortization of the rightof-use assets may be greater than the term of the lease.
In the cash flow statement, amortization of these right-of-use
assets is restated against cash flow from operations.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6.1.2.15

6

Tax

NOTE 28 TAX ANALYSIS
Current tax
Deferred tax
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, 2024, the tax group’s loss carryforwards totaled€1,200.9 million, with €850.6 million in accelerated
depreciation relating to the application of article 236 of the
CGI (French general tax code) for software development
expenses;

03/31/24

03/31/23(110.7)(79.1)

13.9

188.2

(96.8)

109.1■ in the United States, the tax group includes four companies:
Ubisoft Inc., Red Storm Entertainment Inc., Ubisoft LA Inc.
and Script Movie Inc. As at March 31, 2024, the tax group had
generated a current income tax expense of €23.1 million;1■ in the United Kingdom, the tax group includes four companies:
Ubisoft Ltd, Ubisoft Reflections Ltd, Future Games of London
Ltd and Ubisoft CRC Ltd. As at March 31, 2024, the tax group
had generated a current income tax expense of €6.1 million.

2

Deferred tax is recognized at the tax rate applicable in eachcountry over the financial years in which its use is expected.

• Green Panda Games SAS consolidates two companies. As
at March 31, 2024, the tax group’s loss carryforwards
totaled €5.2 million;

3

NOTE 29 RECONCILIATION BETWEEN THE THEORETICAL INCOME TAXEXPENSE AND THE RECOGNIZED INCOME TAX EXPENSE

403/31/24

Proﬁt (loss) for the period

157.9

Total income tax

96.8

Consolidated earnings, excluding tax

254.7

Theoretical tax (25.83%)

65.8

Payments of tax deferred from previous years

5

0.3

Impact of permanent differences between net income and consolidated earnings
Additional salary payment IFRS 2

14.7

Other permanent differences(0.9)

Impact of permanent differences between net income and taxable income

5.8

Taxation of foreign companies at different tax rates

(1.2)

6

Other adjustments
Impact of the US tax reform (incremental tax)

21.5

Tax credits(19.6)

Withholding tax

13.9

Impact of the agreement between the 2 competent authorities in France and Canada

(2.8)

Other

7
8

(0.7)

TOTAL INCOME TAX

96.8

EFFECTIVE TAX RATE

38.00%

9UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

217

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

NOTE 30 DEFERRED TAX
Breakdown by nature of tax on the statement of financial position and income statement

03/31/23

Change inincomeChange inothercomprehensive
incomeChangein equity

Foreignexchange
Other
conversion reclassiﬁcations

03/31/24

Elimination of margin
on intangible assets (1)

47.4

10.7

—

—

—

—

58.1

Losses

93.1

20.7

—

14.6 (2)

—

—

128.4

Investment tax credit (3)

22.7

9.1

—

—

0.1

(24.0) (4)

7.9

(5)

(7.8)
186.6

Temporary tax differences

88.8

0.1

0.3

(36.4)

0.1

TOTAL DEFERRED TAXASSETS(60.7)

252.0

40.6

0.3

(21.8)

0.2(84.7)

Intangible assets

(3.7)

(0.2)

—

—

—

3.4 (5)(0.6)

Tax credits(39.4)

1.3

—

—

(0.2)

—

(38.3)

Other ﬁnancial instruments(19.2)(26.9)———

46.0 (5)

—

Other

(7.2)

(1.0)

—

—

—

10.1 (5)2.0

TOTAL DEFERRED TAX
LIABILITIES(69.5)(26.7)

—

—

(0.2)

59.5

(36.9)TOTAL NET DEFERRED TAXES

182.6

13.9

0.3

(21.8)—(25.2)

149.8(1) Corresponds to the elimination of the internal margin invoiced by the production studios to the parent company on capitalized internal software developments(2) The deferred tax asset on sales of own shares has been reclassified in equity(3) Ubisoft Entertainment Inc. benefits from tax credits contingent upon the generation of taxable income. These tax credits recoverable on future income taxes havea 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 as assets of theGroup on the statement of financial position when their recoverability period is deemed reasonable(4) including €18m related to the agreement between the 2 competent authorities in France and Canada(5) deferred tax assets and liabilities are offset if they relate to the same tax authority. The main reclassification relates to €46m of deferred tax on bonds

Breakdown by expiry of net deferred taxes
Deferred tax assets
Long-term

Total

Short-termLong-term

Losses of French tax Group *

9.5

81.0

90.5

—

—

—

Losses of other subsidiaries

1.6

—

1.6

—

—

—

Total

Elimination of margin on intangible assets

23.6

34.5

58.1

—

—

—

Investment tax credit

7.9

—

7.9

(2.1)

(34.4)(36.5)

Deferred revenue

16.8

22.9

39.7

—

—

—

Temporary differences and other consolidation
adjustments

14.8(25.8)(11.0)

(0.8)

0.5

(0.3)

TOTAL

74.1

112.6

186.6

(2.9)

(34.0)(36.9)*

Accelerated amortization have been reclassified as deducted from deferred tax on losses

Deferred tax assets

Thanks to the transfer price policy implemented by the Group,
the distribution companies and companies fulfilling support
functions systematically report operating profits. Similarly, thestudios invoice developer salaries with a margin that includes
their overheads.

218

Deferred tax liabilities

Short-term

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

Taxes on activated/non-activated losses
03/31/24
ActivatedlossesNonactivatedlosses90.5—

Tax on deficits prior to the consolidationof French subsidiaries—

1.6

Tax on deficits of foreign subsidiaries

1.6

1.7

92.0

3.3

French tax group *

TOTAL
*

03/31/23

Total

ActivatedlossesNonactivatedlosses

Total

90.5

92.6

—

92.6

1.6

—

1.0

1.0

3.3

0.5

3.8

4.3

95.4

93.1

4.8

97.9

1

Deferred tax liabilities related to accelerated amortization have been reclassified as deducted from deferred tax assets on losses

Based on the forecasted future taxable income of the French tax
group and the rules governing the allocation of 50% of losses
carried forward to future profits, the deferred tax asset is estimatedto be recovered over a period deemed reasonable by management.
The entire tax loss carryforwards of the tax group headed by
Ubisoft Entertainment SA therefore remains activated as at
March 31, 2024, especially as there is no time limit on their use.

Deferred tax liabilities
Grants and tax credits

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 thetaxation of these elements is effective at the moment of collection.

2

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, 2024, a reversalof €113 million was booked. In accordance with IAS 12, thecancellation of the accelerated tax amortization generates adeferred tax liability, which is subsequently netted against loss
carryforwards.

3
4

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 determined using the statement offinancial position liability method for all temporary differences
between the carrying amount of the assets and liabilities andtheir tax value.

Assessment 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 closing date.

5

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.

6

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.

7

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.

8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

219

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

6.1.2.16

Other assets and liabilities

NOTE 31 OTHER RECEIVABLES
Other receivables

Opening

Advances and prepayments madeVAT
Grants receivables (1)Other tax and social charges receivables
Others
Prepaid expenses (2)TOTAL AT 03/31/24
TOTAL AT 03/31/23

2.3
88.0
48.7
4.1
15.1
48.3
206.5
208.1

Net
change Reclassiﬁcations

2.0
25.9
12.9
(1.6)
(9.2)
(4.0)
26.1
(3.1)

Change inscope

Foreignexchange
conversion

Closing

—
—
—
—
—
—
—
—

—
(0.1)
0.1
—
0.1
—
—
(4.3)

4.3
113.7
67.1
2.5
15.1
44.3
247.0
206.5

—
—
5.4
—
9.1
—
14.5
5.8

(1) Of which €49.5 million in grants to be received in Canada(2) See details in note 12

A receivable amount for grants to be received of €73.5 million
was de-consolidated following the signature of a factoring
contract covering the multimedia title credits in Canada(see note 32 “Transfers of financial assets”).

All other receivables are due in less than one year.
None were subject to impairment.

ACCOUNTING PRINCIPLESOther receivables (excluding grants receivables)
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.

Grants receivables
In some countries, video game production operations are
eligible for public grants.
These grants are presented in the financial statements of thestudios as a reduction in production costs for internal development
software or the R&D costs to which they are attached.
Any receivables on the public body that awarded the grant areclassified as “Loans and receivables” within the meaning of
IFRS 9.

NOTE 32 TRANSFERS OF FINANCIAL ASSETS
Transferred financial assets notderecognized in their entirety

The production subsidiary Ubisoft Entertainment Inc. concluded afactoring agreement in November 2021, amended in March 2022,
concerning claims relating to the unvested rights ofInvestissement Québec under the so-called “CTMM” grant(multimedia titles credit).
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 the Group.

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, 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.

Factoring agreement covering the subsidy “CTMM”–
Ubisoft Entertainment Inc.

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

86.4

Carrying amount of residual assets

13.0

Carrying amount of associated liabilities
Nature of the relationship between the assets transferred
and the associated liabilities
Restrictions on the use of transferred assets resulting from the transfer

Derecognized financial assets
None.

220

Debt owed by a public organization relative to the rightto receive a public subsidy

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24——
Legal ownership of the receivable transferredto the counterparty

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

NOTE 33 OTHER LIABILITIESOther liabilities
OpeningChange inChange Reclassiﬁcations
scope

Foreignexchange
conversion

Closing

Other non-current liabilities

16.7

0.9

5.7

—

—

23.3

Social charges liabilities

196.3

54.7

—

—

(0.3)

250.7
50.8

Tax liabilities

54.6

(3.7)

—

—

(0.1)

Other liabilities

18.2

(4.5)

(5.5)

—

—

8.1

Deferred income *195.4(55.1)

—

—

0.3

140.6

TOTAL AT 03/31/24

481.2

(7.8)

0.2

—

(0.1)

473.5

TOTAL AT 03/31/23

682.0(197.4)

—

—

(3.4)

481.2

*

1

See note 603/31/24

2

Schedule

Carrying
amount< 1 year

1 to
2 years

2 to
5 years> 5 years

Other liabilities

473.5

407.0

46.2

20.3

0.1

TOTAL

473.5

407.0

46.2

20.3

0.1

3

The liability for the restitution of digital assets is discounted at
its market value at the end of the financial year.

4

ACCOUNTING PRINCIPLESOther liabilities are recorded at amortized cost, with the
exception of sales options held by non-controlling interests,
which are assessed 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.

Cash flows linked to short-term recoverable values are notdiscounted.

5

Provisions
Reversals(Provision
Gross Provisions Reclassiﬁcations
used)

Opening

Provisions for other financial risks

(1)

3.7

4.0

—

(1.3)

Reversals(Provision
unused)Foreignexchange
conversion

Closing

—

—

6.5

6

Gross

Other provisions for risks (2)

17.1

4.7

0.5

(6.8)

—

—

15.4

TOTAL AT 03/31/24

20.9

8.7

0.5

(8.1)

—

—

21.9

TOTAL AT 03/31/23

10.0

12.5

—

(0.9)

—

(0.7)

20.9

7

(1) The provision for other financial risks corresponds to the risk on the CTMM (multimedia titles credit) in the Canadian subsidies(2) Other provisions for risks relate to a potential reimbursement of grants received, renovation of lease right-of-use assets as well as ongoing labor disputes

ACCOUNTING PRINCIPLES
A provision is recorded when:■ the amount of the obligation can be assessed 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.

8■ it is likely that an outflow of resources (without an offsetting
entry) representing economic benefits will be required tosettle the obligation;

9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

221

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

Contingent liabilities

Tax audits underway for which proposed adjustments have been
received:■ Ubisoft SA (Spain): the audit relates to 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 been recognized in thefinancial statements. A mutual agreement proceeding was
opened before the competent authorities in Spain and France.
■ Ubisoft Entertainment SA (France): the audit relates to thefinancial years FY16 to FY20. The Company contests all the
proposed adjustments relating to the transfer pricing policy
and consequently no provision has been recognized in thefinancial statements. A mutual agreement proceeding was
opened before the competent authorities in UK and France.

■ Ubisoft Entertainment SA (France): the Company received aproposed rectification on July 28, 2023, following a
documentary audit which relates to financial years FY13 to
FY15. The Company contests all the proposed adjustments
relating to the transfer pricing policy and consequently noprovision has been recognized in the financial statements.
Tax audits underway for which no proposed adjustments havebeen received:■ Ubisoft Entertainment SA (France): the audit relates to thefinancial years FY21 to FY22;■ Kolibri Games GmbH, Ubisoft Blue Byte GmbH and Ubisoft
GmbH (Germany): the audit relates to the financial years FY19
to FY21.

NOTE 34 RELATED-PARTY TRANSACTIONS
The main relationships between the parent company and its
subsidiaries are as follows:■ production subsidiaries billing the parent company fordevelopment costs based on the progress of their projects;■ the invoicing of IT costs to the parent company by thesubsidiaries concerned;■ 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.

222

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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 functions as Chief Executive Officer andExecutive Vice-Presidents (see note 16 “Compensation of
corporate officers”).
There are no other significant transactions with related parties.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6.1.2.17

6

Financial assets, financial liabilities and net financial income

NOTE 35 PROFIT AND LOSS RELATED TO FINANCIAL ASSETS
AND LIABILITIES
03/31/24

03/31/23

Income from cash

24.9

12.5

Interest on borrowings(74.8)(36.0)Net borrowing cost

(49.8)(23.5)

Result from foreign exchange operations

(6.2)

4.4

Other ﬁnancial income

9.6

8.2

Financial income

9.6

8.2

Other ﬁnancial expenses(12.5)(7.2)

Financial expenses(12.5)

(7.2)

TOTAL

(58.9)(18.1)

1
2

Other financial income include €8.7 million related to the discount on the partial repayment of OCEANE 2019 and €0.8m of positivechanges in the fair value of minority interests.

3

Other financial expenses include €8.2m of negative fair value adjustments to minority interests.

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 hedge ineffectiveness.
Other financial income and expenses include:■

the sale of non-consolidated securities;■

capital gains or losses on disposals and impairment offinancial assets (other than trade receivables);■income and expenses linked to the discounting of assets
and liabilities, and foreign exchange gains and losses onunhedged items;■

income from early redemption of bonds at a discount.

The impact on profit and loss of valuation of financial
instruments used:

4■ 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 (loss).

5

Changes in estimates of future earnings used to offset thepurchase price, which occur after the assessment period of thebusiness combination, are recognized in other financial income
and expense.

6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

223

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

NOTE 36 NET FINANCIAL DEBTNet financial debt is part of the Indicators used by the Group. Thisaggregate, which is not defined in the IFRS repository, may not becomparable to the Indicators referred to by other companies. This isan additional information that should not be considered as a
substitute for analysis of all of the assets and liabilities of the Group.

As of March 31, 2024, financial liabilities amounted to €2,510 million
and, including cash and cash equivalents as well as cash
management financial assets, net debt amounted to €1,304 million.

03/31/24

03/31/23

Current

NonCurrent

Total

Current

NonCurrent

Total

Bank borrowings

21.6

425.0

446.6

21.1

548.0

569.0

Bonds

1,519.6

259.2

1,381.7

1,640.9

6.0

1,513.6

OCEANE 2019

248.6

—

248.6

—

491.5

491.5

OCEANE 2022 (1)

4.2

432.8

437.0

4.2

423.6

427.7

OCEANE 2023 (1)

4.6

350.1

354.7

—

—

—

Bond issue 2020 (1)

1.8

598.8

600.7

1.8

598.5

600.3

Borrowings resulting from the restatementof IFRS 16 leases

43.4

275.7

319.1

45.3

263.7

309.0

Commercial papers

100.0

—

100.0

38.0

—

38.0

Bank overdrafts and short-term loans

1.9

—

1.9

25.7

—

25.7

Accrued interest

0.9

—

0.9

0.6

—

0.6

(2)

0.4

—

0.4

0.4

—

0.4

Total borrowings (A)427.4

2,082.4

2,509.8

137.1

2,325.2

2,462.3

Cash and bank balances

1,124.1—

1,124.1

1,403.6—

1,403.6

81.1

—

81.1

87.3

—

87.3

1,205.2—

1,205.2

1,490.9—

1,490.9

Derivatives

Investments of less than 3 months (3)Total positive cash and cash equivalents (B)
TOTAL NET DEBT (A-B)

1,304.6

TOTAL NET DEBT
(EXCLUDING DERIVATIVES)

971.4

1,304.2

971.0

Fixed-rate debt

2,036.1

1,959.3

Variable-rate debt

473.8

503.0

(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:

224

6,000 bonds
with a par value of €100,000
November 24, 2027

Duration:

7 years

Interest:

0.878%UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Main features of issuance of bonds with
an option for conversion and/or for exchange
for new and/or existing shares (OCEANE)

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
1 share for 1 bond
105.25% of par, i.e. €526 million
September 24, 2024

Duration:

5 years

Interest:

zero coupon

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

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.
On December 6, 2023, Ubisoft Entertainment SA made a partial
reimbursement of €250 million, representing 50% of the nominal
amount.
On November 15, 2022, Ubisoft issued bonds with an option forconversion and/or for exchange for new and/or existing shares(OCEANE) for an amount of €470 million.
Number and par value:

4,700 bonds
with a par value of €100,000

Conversion rate:

2,534.4495 shares for 1 bondIssue price:
Redemption price:
Date of dividend entitlement
and settlement:of financial debt on the date of issue after deduction of expenses
was valued at €420 million. The optional component recognizedin equity was valued at €45 million, representing €33 million after
the deferred tax effect.
On December 5, 2023, Ubisoft issued bonds with an option forconversion and/or for exchange for new and/or existing shares(OCEANE) for an amount of €494.5 million.
Number and par value:

4,945 bonds
with a par value of €100,000

Conversion rate:

2,478.8523 shares for 1 bondIssue price:
Redemption price:
Date of dividend entitlement
and settlement:

December 5, 2031

Duration:

8 years102.41% of par,i.e. €481 million

Interest:

2.875%

Duration:

6 years

Interest:

2.375%

OCEANE is considered as a composite instrument containing anequity component and a financial debt component. The amount1

at par
100% of par,i.e. €494.5 million

at parNovember 15, 2028

62

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 €346 million. The optional component recognizedin equity was valued at €144 million, representing €107 million
after the deferred tax effect.

3
4

Net cash managed
03/31/24

03/31/23

1,124.1

1,403.6

Cash and bank balances
Investments of less than 3 months

81.1

87.3

Bank overdrafts and short-term loans(2.8)(26.3)

1,202.4

1,464.6

NET CASH

5
6Change in financial debts
Current and non-current ﬁnancial liabilities

Bank borrowings
Bonds

Opening

Increase

Decrease

Change inscope

Foreignexchange
conversion

Closing

569.0

1.5

(124.0)

—

—

446.6

1,519.6

369.0(247.6)——

1,640.9

Borrowings resulting from the restatementof leases (finance leases and operating leases)

309.0

60.9

(50.3)

—

(0.5)

319.1

Commercial papers

38.0

674.5

(612.5)

—

—

100.0

Bank overdrafts and short-term loans

25.7

—

(23.8)——

1.9

Accrued interest

0.6

0.3

—

—

—

0.9

—

0.4

0.4

—

—

—

TOTAL AT 03/31/24

Derivatives

2,462.3

1,106.2(1,058.2)—(0.5) 2,509.8

TOTAL AT 03/31/23

2,070.2

1,439.1(1,039.5)—(7.6) 2,462.3

7
8
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 03/31/24

82.2

153.5

4.8

4.5

74.2

319.1

As at 03/31/23

87.2

141.5

15.7

7.8

56.7

309.0

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

225

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

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;■ derivative instruments 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, bonds without an equity component andother 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.

Bonds 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 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).

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.

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 ofWhen non-movable adaptations have been undertaken on
availability of the underlying asset. This lease debt corresponds
leased assets, the Group assesses, contract by contract
to the discounted value of the fixed rents, and the rents fixed inwhether they provide an economic advantage to determine thesubstance remaining to be paid, to which are added theenforceable period of the lease.
amounts that Ubisoft is reasonably certain to pay at the end of
When a lease includes a purchase option, the Group adopts, as
the lease, such as the exercise price of purchase options (whenthe enforceable period, the useful life of the underlying asset
they are reasonably certain to be exercised), the penalties due
when it is reasonably certain to exercise the purchase option.
to the lessor in case of termination (and for which termination is
For each lease, the discount rate used is determined from thereasonably certain).
yield rates of government bonds in the lessee’s country,
The Group systematically determines the term of the lease asaccording to the maturity of the lease, to which is added thebeing the period during which the contract cannot beGroup’s credit spread.
terminated, to which is added the intervals covered by every
After the start date of the contract, the amount of the rental
extension option that the lessee is reasonably certain to
debt may be revalued to reflect changes arising from theexercise and every option to terminate that the lessee isfollowing main cases:
reasonably certain not to exercise. In the specific case of“3/6/9” leases in France, an assessment of the duration to be
applied is made contract by contract.

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.
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 contracts and currency options.

226

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24■ a change of duration arising from an amendment to thecontract or a change of assessment concerning reasonablecertainty of exercising a renewal option or not exercising atermination option;■ a change in the amount of rent, for example in application ofa new index or rate for a variable rent;■ 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.

Derivative instruments are recognized at fair value and thosewith a negative market value are presented in financial liabilities.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

NOTE 37 FINANCIAL ASSETS
03/31/24

03/31/23

Gross

Cumulative
depreciation

Deposits and sureties

9.5

—

9.5

8.8

Other long-term financial assets *

41.0

—

41.0

44.5

0.3

—

0.3

0.3

50.9

—

50.9

53.7

Non-current ﬁnancial assets

Other non-current receivables
TOTAL
*

Net

Net

Other long-term financial assets include non-controlling investments, either directly or through investment funds, recognized at fair value through profit or loss

Opening

Increase

Decrease

Change inscope

Foreignexchange
conversion

Deposits and sureties

8.8

1.8

(1.0)

—

(0.1)

9.5

Other long-term financial assets

44.5

6.2

(9.8)

—

0.1

41.0

Other non-current receivables

0.3

—

(0.1)

—

—

0.3

Non-current ﬁnancial assets

Closing

TOTAL AT 03/31/24

53.7

8.0

(10.8)——

50.9

TOTAL AT 03/31/23

52.4

51.6

(49.4)

—

(0.9)

53.7

03/31/24
Current ﬁnancial assets

2
3

03/31/23

Gross

Impairment

Net

Foreign exchange derivatives *

0.1

—

0.1

0.7

TOTAL

0.1

—

0.1

0.7

*

1

Net

4

Derivative instruments whose market value at the year-end is positive are reported at fair value (level 2, IFRS 7 hierarchy, see analysis in note 45)

Some financial assets are detailed in specific notes:■ trade receivables in note 5;

5■ inventory in note 10.

6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

227

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

ACCOUNTING PRINCIPLES
Recognition and measurement of financial assets
In accordance with IFRS 9 – “Financial Instruments”, financial
assets held by the Group are analyzed according to thebusiness model and their objectives:

Financial assets include:■ short-term and long-term loans and advances;■ derivative instruments 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.

The breakdown of financial assets by category is as follows:
IFRS 9Classification

Ubisoft■ Cash and equivalent:• demand deposits (paid or unpaid)• term deposits

Assets at fair value through profit or loss

• short-term investments (SICAV/UCITS)■ Cash management financial assets (UCITS)■ long-term investments (non-consolidated) *■ Non-controlling investments■ Deposits and sureties

Assets at amortized cost

■ Grants■ Trade receivables

Liabilities at amortized cost
Liabilities at fair value through profit or loss*

■ Bank loans and overdrafts■ Trade and other liabilities
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 of initial recognition in order tomaterialize 12-month expected credit losses, then a review iscarried out at the end of each reporting 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 ofchange 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 fair value are recognized in net income.
Purchases and sales of cash management financial assets arerecognized at the transaction date.

228

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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
purchase and sale agreements and currency options;■

its exposure to interest rates risks. To this end, theCompany may use derivatives products of the rate market(swap of interest rates).

Derivative instruments are recognized at fair value and thosewith a positive market value are presented in financial
assets. Changes in fair value are recognized in net income.

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

NOTE 38 HEDGING AND OTHER DERIVATIVE INSTRUMENTS
Impacts of hedge accounting

The main objective of the Group’s cash flow hedges is toneutralize the foreign exchange risk on future cash flows or toconvert variable-rate debt into fixed-rate debt.

Foreign exchange hedging

The hedging reserve includes the effective part of the cumulative
net change in the fair value of cash flow hedging instruments
attributable to hedged transactions that have not yet beenrealized, while the ineffective portion is recognized in net financial
income (loss). For hedged transactions that have been realized,
the amounts are recycled to the income statement.

For hedged financial transactions, the portion reclassified under
profit or loss is fully recognized under net financial income (loss).

Interest rate hedging

The hedging reserve includes the effective portion of the
cumulative net change in the fair value of cash flow hedging
instruments attributable to hedged transactions that have not yet
realized, while the ineffective portion is recognized in net financial
income (loss). For hedged transactions that have been realized,
the amounts are reclassified in net financial income (loss).

1

A at March 31, 2024, the main hedge positions and their impact
on the financial statements are detailed in the table below.

For hedged on operating transactions, the effective portion isrecognized in profit (loss) from ordinary operating activities, while
the ineffective portion is recognized in net financial income (loss).
Derivatives

Foreign exchange
hedging

Interest rate
hedging2
Total

Carrying amount – assets

0.1

—

0.1

Carrying amount – liabilities

(0.1)

(0.3)

(0.4)

Profit (loss) recognized in other comprehensive income

—

(0.3)

(0.3)

Reclassification under net financial income

—

0.3

0.3

Reclassification under profit (loss) from ordinary operating activities

(0.7)

—

(0.7)

Sales

Bank borrowings

3

Change in hedging reserve

Hedged item

4
5
6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

229

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

ACCOUNTING PRINCIPLES
Recognition and valuation of derivative financial
Hedge accounting applies if:
instruments■ the hedging relationship is clearly defined and documented
Foreign exchange hedging
on the date it is established;
The Group holds derivative financial instruments to manage its■
the efficiency of the hedging relationship is proven from theexposure to foreign exchange risks. To this end, Ubisoft
outset and for as long as it lasts.
Entertainment SA hedges these risks with forward purchase
The Application of cash flow hedge accounting under IFRS 9 has theand sale agreements and currency options.
following consequences:
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.

Interest rate hedging
The Group uses derivative financial instruments to hedge
against interest rate risk arising from financing issued at a
variable rate.
The Group applies hedge accounting (cash flow hedge model)
when the IFRS 9 hedging criteria are met.
Derivative instruments are initially recorded at fair value;
attributable transaction costs are recognized in profit or loss
when incurred. After initial recognition, derivative instruments
are measured at fair value while resulting changes are recorded
using the principles outlined below.

■ the effective portion of the change in fair value of thehedging instrument is recognized in other comprehensive
income until the hedged item is recognized;■ the ineffective portion of the change in fair value of thehedging instrument is recognized net financial income (loss).
When the hedging instrument no longer meets the criteria forhedge accounting, reaches maturity, is sold, canceled or
exercised, hedge accounting is no longer applied by the Group.
The profit or loss accumulated is held in other comprehensive
income until the completion of the planned transaction. Whenthe hedged item is a non-financial asset, the profit or loss
accumulated is removed from other comprehensive income
and included in the initial cost. In other cases, related profits
and losses that have been recognized directly in othercomprehensive income are reclassified under net income forthe period in which the hedged item impacts the result.
The fair value of assets, liabilities and derivative instruments isdetermined on 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 is determined on the basis ofobservable data.

230

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Note 45 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, 2024 t

6

6.1.2.18 Information relating to market risks and to the fair value of financial assets
and liabilities
Over the course of its business, the Group may be more or lessexposed to financial risks (notably interest rate, liquidity,
covenant, foreign exchange, credit, counterparty and equity

market risks), counterparty risk and equity risk. The Group has set
up a risk management policy, which is described below.

NOTE 39 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. If necessary,

the Group uses derivative financial instruments specific to theinterest rate market (interest rate swaps, options, etc.) to coverinterest rate risk.

1

As of March 31, 2024, the Group’s debt was mainly composed ofbonds at fixed rates, loans, Schuldschein loans, short-term
negotiable securities (NEU CP) and bank overdrafts.

2

NOTE 40 LIQUIDITY RISK
To finance specific needs relating to increases in working capital,
the Group had the following as at March 31, 2024:• a €600 million bond,■ unused credit lines for €348 million (see note 53 “Commitments
received”);• a credit line
€107 million),3• Schuldschein loans for €200 million,■ financing obtained, including:

for

€325

(partial

reimbursementof• a bank loan for €50 million (outstandings of €25 million).

• short-term
negotiablesecurities
(NEU
CP)
for
€100.0 million (on a program with a maximum amount of€300 million),4• three OCEANE bonds issued for €500 million (partial
reimbursement of €250 million), €470 million and€494.5 million respectively,

5

Analysis of financial liabilities by maturity
03/31/24
Carrying
amountSchedule

Total
contractual
cash flows< 1 year

1 to
2 years

2 to
5 years6> 5 years

Current and non-current financial liabilities
Bank borrowings

446.6

484.1

37.3

346.9

99.9

—

1,640.9

2,006.0

280.6

30.6

1,162.0

532.7

Borrowings resulting from the restatementof leases (finance leases and operating leases)

319.1

319.1

43.4

42.5

130.5

102.6

Commercial papers

Bonds

100.0

100.0

100.0

—

—

—

Cash liabilities

1.9

1.9

1.9

—

—

—

Accrued interest

0.9

0.9

0.9

—

—

—

0.4

41.1

40.0

1.1

—

—

2,509.8

2,953.2

504.2

421.2

1,392.5

635.3

7
8

Derivative liabilities
Derivatives
TOTAL

NOTE 41

9COVENANTS

Under the terms of the syndicated loan, Schuldschein loans, 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

As of March 31, 2024, the Company was compliant with these 2 ratios.
Other borrowings are not governed by covenants.
UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

231

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

NOTE 42 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 opposite direction (development costs in foreign currency
offset by royalties from subsidiaries in the same currency). Forunhedged balances, as well as for non-commercial transactions(internal loans in foreign currencies), Ubisoft Entertainment SA
borrows in these currencies or sets up forward purchase and sale
contracts or options.

As at March 31, 2024, foreign exchange financial transactions areclassified as cash flow hedges under IFRS 9.
Hedging commitments are made by Ubisoft Entertainment SA’s
Treasury Department in France. No hedging is taken out directly
at subsidiaries in France or abroad.
The Group uses foreign currency derivative instruments,
measured at fair value, only with standard banking institutions.
These are top tier banking institutions. As a result, the “Credit
Value Adjustment” (entity’s own risk) is deemed to beimmaterial.
At closing, the fair value of foreign exchange derivative
instruments is as follows:

Derivative instruments for which documentation on the hedging
relationship does not meet the requirements of IFRS 9 are notreferred to as hedging instruments.
03/31/24

03/31/23

USD

GBP

SEK

USD

GBP

SEK

Forward hedges *

—

0.1

(0.1)

0.7

—

—

FOREIGN EXCHANGE DERIVATIVESQUALIFYING AS HEDGES

0.0

0.1

-0.1

0.7

—

—

of which in fair value(impact on income)

—

0.1

(0.1)

—

—

—

of which in cash flow hedge(impact on OCI)

—

—

—

0.7

—

—

*

Mark-to-market, level 2 in the fair value hierarchy under IFRS 7

Nominal amount of hedges(in millions of currency units)

Currency

Subscription date Maturity date

Hedged priceType ofinstrument

20

GBP

March 2024

April 2024

0.8599Forward purchase

70

SEK

March 2024

April 2024

11.4143

Forward purchase

25

USD

March 2024

April 2024

1.0789Forward sale

35

USD

March 2024

April 2024

1.0808Forward sale

Exposure to foreign exchange risk
(in millions of currency units)

Net position before management *Forward foreign exchange contracts
Net position after management
*

USD

GBP

CAD

1,347.9(28.6)(570.3)(35.0)——

1,312.9(28.6)(570.3)

Estimated transaction position from any operation triggering a payment or future earnings maturing in FY 2024/2025

Impact of a variation of +/-1% in the main currencies on sales and operating income
Currency

232

Impact on sales

Impact on operating
income(in millions of euros)(in millions of euros)

USD

12.7

9.5

GBP

0.3

(0.3)

CAD

0.2

(3.4)

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Consolidated financial statements for the year ended March 31, 2024 t

6

Impact of a +/-1% fluctuation in the main currencies on goodwill and brands
Impact on equity
Currency(in millions of euros)

USD

0.2

GBP

0.4

NOTE 43 CREDIT AND COUNTERPARTY RISK
03/31/24
Notes

03/31/23

Carrying
amountProvisions

Net carrying
amountNet carrying
amountTrade receivables

5

751.5

5.3

746.2

268.3

Other current trade receivables

31

247.0

—

247.0

206.5

Foreign exchange derivatives

37

0.1

—

0.1

0.7

85.3

—

85.3

71.1

1,205.2—

1,205.2

1,490.9

Current tax assets
Cash and cash equivalents

36

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.
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.
87.2% of the Group’s total sales is made up of digital distributors.
In order to protect itself against the risks of non-payment, theGroup has set up a global risk pooling policy that covered 96% ofGroup physical sales at the end of March 2024.

1
2

Exposure to counterparty risk

3

In the digital market, there are few clients, but with worldwide
distribution. The Group considers that given the quality of thecounterparties, the counterparty risk on digital sales is limited.
All cash must remain highly liquid by limiting capital risk exposure
as much as possible. They are therefore intended to be invested
in products with a high degree of security, with a short maturity.
All instruments in which the Group invests meet therequirements of IFRS 7.

4

For instance, some prudential rules must be respected for theGroup’s cash investments:

5■ never hold more than 5% of a fund’s assets;■ never invest more than 20% of total cash in the same vehicle.
The Group diversifies its investments with first-rate
counterparties and in money market instruments with a maturityof less than three months.

6

As at March 31, 2024, investments consisted of UCITS, term
accounts and deposits, and interest-bearing accounts.

7

NOTE 44 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 Resolutionth

The Combined General Meeting of September 27, 2023,
renewed the authorizations 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

18 resolution

Buy back or have bought back by the Company its own shares

18 months

19th resolution

Reduce the capital by cancelation of shares

18 months

9Under the prepaid forward contract entered into on March 20, 2018 with CACIB, which can be settled by delivery of the securities
maturing in 2024 or early at the price of €66, the Group decided to unwind the contract for:■ 200,000 of its own shares for delivery on June 14, 2023;■ 489,547 of its own shares for delivery on September 7, 2023.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

233

6

CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

The balance of shares backing the contract is now 1,755,907
shares. On March 11, 2024, an amendment to the contract was
signed extending the original expiry date of March 22, 2024, by
three years to March 22, 2027.
According to IAS 32, this agreement is classified as an equity
instrument that reduces the Group’s equity.

At March 31, 2024, the Company no longer held any own shares.
There was therefore no equity risk at the year end.

Risk to the Company’s other shareholdings

The Group does not hold any significant shareholdings in nonconsolidated companies.

NOTE 45 FAIR VALUE HIERARCHIES OF FINANCIAL ASSETS AND LIABILITIES
Reconciliation by accounting class and category
03/31/24
Amortized
cost

03/31/23

Notes

IFRS 7hierarchy

Derivatives

37

2

0.1

0.7

Other long-term financial assets

37

2

41.0

44.5

Net investment securities

36

1

81.1

87.3

Cash management financial assets

36

1

—

Cash

36

Fair value

Amortized
cost

Fair value

Assets at fair value through profit or loss

1,124.1—
1,403.6

Assets at fair value through OCI *Equity investments in non-consolidated
companies

37

2

—

—

Assets at their amortized cost
Trade receivables
Other operating receivables

5

746.2

268.3

12/31

247.0

206.5

85.3

71.1

Current tax assets
Deposits and sureties

37

9.5

8.8

Other non-current receivables

37

0.3

0.3

Liabilities at fair value through profit or loss
Derivatives

36

Other operating liabilities

(0.4)

(0.4)

6/33

2

(10.4)

(4.7)

6/33

(12.4)(12.2)

Liabilities at fair value through OCI *Other operating liabilities
Liabilities at their amortized cost
Borrowings

36(2,509.5)(2,461.9)

Trade payables

11(157.1)(123.1)

6/33(450.8)(464.3)(22.8)(14.2)

Other operating liabilities
Current tax liabilities*

OCI (Other Comprehensive Income) corresponds to other elements of comprehensive income

No changes in the fair value hierarchy have been carried out in the measurement of assets and liabilities over the past financial year.

6.1.2.19

EquityNOTE 46 CAPITALAs of March 31, 2024, the share capital of Ubisoft Entertainment SA was €9,877,344 divided into 127,449,605 shares with a par valueof €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.

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6

NOTE 47 NUMBER OF SHARESAS AT 04/01/23

125,520,452

Reserved capital increases (employee share ownership)

1,882,806

Vesting of free ordinary shares

46,347AS AT 03/31/24

127,449,605

The maximum number of shares to be created is 31,449,860:■ 389,864 through the exercise of stock options;1■ 4,709,244 through the grant of free shares;■ 26,350,752 through the conversion of OCEANEs into shares.
The details of stock options and free share grants are given in note 15.

NOTE 48 DIVIDENDS

2

No dividend was paid in respect of net income for the year ended March 31, 2023.

NOTE 49 OWN SHARES

3

Occasionally, in accordance with the legal framework, the Group buys its own shares on the market.
As at March 31, 2024, the Company did not hold any of its own shares.
03/31/24

03/31/23

Number ofsharesValuation(in € millions)

Employee stock ownership coverage——

415,335

9.3

TOTAL

—

—

415,335

9.3

Under the prepaid forward agreement that entered into force on
March 20, 2018, with CACIB, which can be settled by delivery of
the shares at maturity 2024 or early at a price of €66, the Grouphas decided to unwind the contract for:The balance of shares backing the contract is now 1,755,907 shares.
On March 11, 2024, an amendment to the contract was signed
extending the original expiry date of March 22, 2024, by three
years to March 22, 2027.

■ 200,000 of its own shares for delivery on June 14, 2023;

According to IAS 32, this agreement is classified as an equity
instrument that reduces the Group’s equity.

Objective of using own shares■ 489,547 of its own shares for delivery on September 7, 2023.

Number ofshares4

Valuation(in € millions)

5
6

NOTE 50 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” increased by €5.0 million between
March 31, 2023 and March 31, 2024. This change is due primarily to the following foreign currencies:
DeviseCAD

Closing rate
03/31/24

Closing rate
03/31/23

Impact03/31/24

Impact03/31/23

1.467

1.474

7.4

(38.1)

GBP

0.855

0.879

2.6

(4.3)

CNY

7.814

7.476

(2.1)

(2.9)

SEK

11.52511.281

(1.5)

(4.5)

Other

(1.4)

(3.2)

TOTAL

5.0

(53.0)UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

8
9

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

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 51 NON-CONTROLLING INTERESTS
03/31/24

03/31/23

of which Green Panda Games SAS

(0.5)

(0.6)

of which i3D.net BV

0.6

—

0.1

(0.6)

03/31/24

03/31/23—

1.4

Net income attributable to non-controlling interests

TOTAL SHARE OF PROFIT OR LOSS ATTRIBUTABLE TO NON-CONTROLLINGINTERESTS

Equity attributable to non-controlling interestsof which Green Panda Games SAS *of which i3D.net BVTOTAL OF EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS
*

2.6

2.0

2.6

3.5

Purchase of the 30% minority interests of Green Panda Games SAS on November 23, 2023 (10%) and on January 25, 2024 (20%)

NOTE 52 EARNINGS PER SHAREPROFIT OR LOSS ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANYAS AT MARCH 31, 2024

157.8

Weighted average number of shares in circulation

124,460,399

Dilutive shares

22,888,056

Free share grants

4,709,244

OCEANE

18,178,812

Weighted average number of shares after exercise of rights of dilutive instruments

147,348,455

NET EARNINGS PER SHARE AS AT MARCH 31, 2024 (in euros)

1.27

DILUTED EARNINGS PER SHARE AS AT MARCH 31, 2024 (in euros)

1.24

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 of rights.

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Consolidated financial statements for the year ended March 31, 2024 t

6

6.1.2.20 Unrecognized contractual commitments

NOTE 53 OFF-STATEMENT OF FINANCIAL POSITION COMMITMENTS
RELATED TO THE FINANCING OF THE COMPANY
Off-balance sheet commitments related to Company financing
Summary

03/31/24

03/31/23

99.4

111.6

347.8

357.8

Expiry date

03/31/24

Ubisoft Blue Byte GmbH

07/17/31

26.2

Ubisoft Toronto Inc.

04/30/31

23.6

Ubisoft Srl

07/18/29

15.9

12/20/28

300.0

Commitments given by Ubisoft Entertainment SA
Financial guarantees

1

Commitments received by Ubisoft Entertainment SA
Lines of credit received and not used

2

Breakdown of commitments of over €10 million
Commitments given by Ubisoft Entertainment SA
Financial guarantees

3

Commitments received by Ubisoft Entertainment SA
Lines of credit received and not used
Syndicated loan

4

Committed lines of credit
Bank credit facilities

47.8

5

Off-balance sheet commitments related to hedging instruments
Summary

03/31/24

03/31/23

Foreign exchange hedges *

84.9

176.1

Interest rate hedges

50.0

50.0

*

6

Fair value measured at the guaranteed price

NOTE 54 OFF-STATEMENT OF FINANCIAL POSITION COMMITMENTS
TO EMPLOYEES OF THE GROUP

7

To ensure the stability of Ubisoft’s operations, 0.3% of the Group’s employees as of March 31, 2024 benefited from amendments totheir employment contracts between June and September 2016: in the event of a change of control, and at the initiative of the employee
or the Company, beneficiaries will be able to receive compensation within a period not exceeding two years after the change of control.

8

The estimated maximum amount of benefits to be paid would be approximately €28 million gross.

NOTE 55 LEASES9

The commitments mainly include real estate leases relating to leases for which the underlying asset will be available after March 31, 2024.
The amount of the associated lease liability would be around €1.5 million.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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CONTENTSFINANCIAL STATEMENTS

u Consolidated financial statements for the year ended March 31, 2024

NOTE 56 OTHER COMMITMENTS
Long-term investments

No trigger threshold was reached during the 2023-24 financial year.

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 (eSports, blockchain, cloud, etc.). The
residual financial commitment was €19.7 million as ofMarch 31, 2024.

Earn out for i3D.net BV

Earn-out for the Tom Clancy brand

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 thisThe 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.

6.1.2.21

The Group's majority stake in the share capital of i3D.net BV is
accompanied by purchase options granted to the Group, which
may be exercised according to a period defined in theshareholders' agreement signed in March 2023.

Events after the reporting period

None.

6.1.2.22 Professional fees of the Statutory Auditors and members of their networks
KPMG
Amount (excluding tax)
2023-24%2022-232023-242022-23

Statutory audit, certification, and review of the separate and consolidated financial statements■ Issuer

0.3

0.3

44%

37%

■ Fully consolidated subsidiaries

0.4

0.6

56%

59%

Services other than audit of the financial statements *■ Issuer

0.0

0.0

—%

4%

TOTAL

0.8

0.9

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)
2023-24%2022-232023-242022-23

Statutory audit, certification, and review of the separate and consolidated financial statements■ Issuer

0.3

0.3

60%

63%

■ Fully consolidated subsidiaries

0.2

0.2

40%

37%

Services other than audit of the financial statements *■ Issuer

0.0

0.0

—%

—%

TOTAL

0.5

0.5

100%

100%

*

238

The services assigned to the Statutory Auditors other than audits of the financial statements mainly concern procedures for verification, as an independent thirdparty body, of consolidated social, environmental and societal information and services required by the laws and regulations and additional audit proceduresUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Statutory Auditors’ report on the consolidated financial statements t

6.2

6STATUTORY 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, 2024

1

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, 2024, as attached to this report.

2

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.

3

The opinion formulated above is consistent with the content of our report to the Audit Committee.

BASIS FOR THE OPINION
Audit Guidelines

4

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.

5

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, 2023 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.

6

BASIS FOR OUR ASSESSMENT – KEY POINTS OF THE AUDIT
Pursuant to the provisions of articles L. 821-53 and R. 821-180 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 for the financial year, together with the responses weprovided to these risks.

7

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.

8
9

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u Statutory Auditors’ report on the consolidated financial statements

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, 2024, the net carrying amount for thecommercial software developed internally amounted to€1,856 million for a total statement of financial position of€5,122 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 18 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,• 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 the
5 year business plan;(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,• comparing sales and profitability forecasts for thecommercial software used in the impairment tests
with those underlying the Group’s 5 year business plan
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).
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.

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FINANCIAL STATEMENTS

Statutory Auditors’ report on the consolidated financial statements t

6

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, 2024 of respectively €73 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 flow 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,

1• checked the implementation of the reconciliation of thebusiness plans used for the impairment tests with theGroup business plan approved by the Board of
directors,

2• tested the implementation of the consistency control
between the enterprise value from the Group’sbusiness plan with the stock market capitalization;(2) our substance tests mainly consisted in:3• 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,

4• 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.

5
6
7
8
9

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CONTENTSFINANCIAL STATEMENTS

u Statutory Auditors’ report on the consolidated financial statements

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, 2024, deferred income related to theapplication of IFRS 15 amounted to €128 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.
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.
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.
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 and forlicense and distribution agreements is a key point of our audit.

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As part of our work on the “Live Services” type “service”
component, our work notably consisted in:• analyzing the modalities used by the Group to recognize
revenue;• identifying the different contracts in force within Ubisoftgroup;• 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;• 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;• comparing our own estimates of the revenue to berecognized for the financial year with the recognized sales.
With regard to significant distribution and license contracts
signed with third-party customers, our work notably consisted in:• examining all contractual documentation and the analyses
carried out by Ubisoft group’s management team;• identifying and analyzing the different service obligations
within these contracts;• 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.

CONTENTS

FINANCIAL STATEMENTS

Statutory Auditors’ report on the consolidated financial statements t

6

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.

1

OTHER VERIFICATIONS OR INFORMATION REQUIREDBY LEGAL AND REGULATORY TEXTSFormat of the consolidated financial statements intended to be includedin the annual financial report2

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.

3

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.

4

Due to the technical limits inherent in the macro-tagging of the consolidated financial statements according to the single European
electronic information format, it is possible that the content of certain tags in the appended notes may not be reproduced identically tothe consolidated financial statements attached to this report.
On the other hand, 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.

5

Appointment of the Statutory Auditors

We were appointed as Statutory Auditors of the Company Ubisoft Entertainment S.A. by the General Meeting of June 27, 2003 for
KPMG and of September 29, 2016 for MAZARS.

6As at March 31, 2024, KPMG was in its 21st uninterrupted year of office and MAZARS in its 8th 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.

7

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.

8

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.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

9

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u Statutory Auditors’ report on the consolidated financial statements

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. 821-55 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.
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;■ 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;■ 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.

Report to 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 consolidated financial statements, 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. 821-27 to L. 821-34 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, 2024
Statutory Auditors

244

KPMG S.A.

MAZARS

Gwenaël CHÉDALEUXPartnerJulien MAULAVÉPartnerUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6.3

SEPARATE FINANCIAL STATEMENTS OF UBISOFTENTERTAINMENT SA FOR THE YEAR ENDED
MARCH 31, 2024

6.3.1

SUMMARY STATEMENTS

6

Balance SheetASSETS(in € millions)

Notes

Gross

Depreciation andamortization/
impairment

Net

Net

Intangible assets#N/A

3,956.3

1,743.1

2,213.1

1,826.8

Property, plant and equipment

#N/A

18.3

8.8

9.5

11.0

Non-current financial assets

23

876.4

256.2

620.2

614.7
2,452.5

Non-current assets

03/31/24

4,850.9

2,008.1

2,842.8

Advances and prepayments made

11

14.1

—

14.1

30.3

Trade receivables

5

852.9

—

852.9

141.6

Other receivables

6

224.0

—

224.0

309.5

Investment securities

24

80.9

—

80.9

95.9

Cash instruments

24

409.8

—

409.8

267.7

Cash

24

256.3

—

256.3

574.3

1,838.1—

1,838.1

1,419.4

Current assets
Prepaid expenses and deferred charges

41.6

—

41.6

45.6

6,730.6

2,008.1

4,722.5

3,917.5(in € millions)Notes

03/31/24

03/31/23

Share capital

29

TOTAL ASSETS

9

1

03/31/23

2
3
4

LIABILITIESPremiums

9.9

9.7

672.2

627.5

Reserves

215.6

215.6

Retained earnings loss

(832.3)(483.9)Financial year net income

583.3(348.4)

Regulated provisions
Equity

28

851.3

963.8

1,500.1

984.4

Provisions for risks

17

0.3

0.2

Borrowings (1) (2)25

2,427.5

2,170.5

Other ﬁnancial liabilities

25

414.3

370.8

Trade payables

12

321.0

327.5

Fiscal and social liabilities

15

15.6

5.2

Liabilities on non-current assets

15

—

—

Other liabilities

15

27.3

35.5

3,205.6

2,909.5

16.6

23.3

4,722.5

3,917.5

425.4
143.1

39.0
12.0

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

16

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

5
6
7
8
9

245

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

Income Statement
03/31/24

03/31/23

Notes(12 months)(12 months)

Production for the period

32,643.6

2,099.3

Other operating income and reinvoiced costs *

4

978.3

539.2

3,621.9

2,638.5

1,866.2

1,772.6

Taxes and duties

2.7

1.8

Personnel costs

1.8

1.1

Other expenses *

28.4

23.0

(in € millions)

Total operating income
Other purchases and external expenses

Depreciation, amortizations and provisions

10

17/18/20

1,602.3

1,631.8

3,501.4

3,430.4

OPERATING INCOME

120.5(791.9)Financial income from investments

446.9

16.4

Other interest received

50.4

29.0

Reversals of provisions and reinvoiced costs

36.0

81.7

Total operating expenses

Foreign exchange gains

11.0

37.8

Total financial income

545.5

165.6

Other interest paid

92.0

83.5

Provisions

13.9

20.3

Foreign exchange losses

12.8

47.3

Net expenses on sales of investment securities
Total financial expenses
NET FINANCIAL INCOME

22

NET INCOME FROM CONTINUING OPERATIONSNON-RECURRING ITEMS

26

NET INCOME BEFORE TAX
Income tax

27

PROFIT (LOSS) FOR THE PERIOD*

246

Net foreign exchange gains/losses from forward instruments and commercial transactions amounted to €(0.4) million

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

—

0.3

118.7

151.4

426.8

14.2

547.3

(777.7)

47.3

422.2

594.6

(355.5)(11.3)

7.2

583.3(348.4)

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6Cash Flow StatementNotes

31/03/24

31/03/23

583.3(348.4)

18/20

731.1

1,172.8

9/17/26(112.0)(427.7)(in € millions)

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 ﬁnancial assets(Gains) losses on disposal of treasury shares

22/26

Cash flow from operations

—

(1.1)

56.6

61.2

1,259.0456.8

5(711.3)

243.4

Advances and prepayments made (1)

11

12.0

(2.5)

Other assets

6/9

88.1

(155.0)Trade payables (2)

12

(1.9)

37.9

Other liabilities

15/16

(4.6)

(26.3)

Trade receivables

TOTAL CHANGES IN WORKING CAPITAL(617.6)

97.6

NET CASH GENERATED BY OPERATING ACTIVITIES

641.4

554.3

1
2

Cash flows from investment activities
Acquisitions of intangible assets (3)19(1,116.3)(1,116.3)

Acquisitions of property, plant and equipment

21

(0.3)

(2.2)

Acquisitions of equity investments

23(11.5)(93.1)

Acquisitions of other non-current ﬁnancial assets

23

(1.8)

(85.8)

Refund of loans and other ﬁnancial assets

23

—

82.1

Disposal of ﬁnancial assets
NET CASH USED BY INVESTMENT ACTIVITIES—

2.6(1,129.9)(1,212.7)

3
4

Cash flows from financing activities
Capital increase

28

0.1

Increase in issue premium

28

44.8

New medium-term borrowings

25

1,179.6

1,454.2

Refund of medium-term borrowings

25(986.3)(959.5)

Loan issuance costs

9

(0.2)

(9.0)

Change in current accounts

25(23.9)

20.3

24(187.9)41.0

Change in cash instruments
Sales/purchases of own shares

(4)

29

NET CASH GENERATED/USED BY FINANCING ACTIVITIESNET CHANGE IN CASH AND CASH EQUIVALENTS
Net cash position at beginning of the ﬁscal year
Net cash position at end of the ﬁscal year

24

12.3

101.8

33.7

648.9

(454.8)

(9.5)

648.9

658.3

194.0

648.9

5
6
7

(1) Including €4.2 million linked to commitments guaranteed but not paid in advances and prepayments made(2) Including €4.7 million related to guaranteed commitments not paid in trade payables(3) Including €(0.5) million linked to commitments guaranteed but not paid in intangible assets(4) Including €(10.4) million related to capital losses on own shares allocated to employee share ownership

8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

247

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

6.3.2 NOTES TO THE SEPARATE FINANCIAL STATEMENTSCONTENTS
Note 1Highlights and general principles

249

Note 2Comparability of financial statements

250

Note 3

Production for the financial year

250

Note 4

Other operating income
and reinvoiced costs

250

Note 5Trade receivables

250

Note 6

Other receivables

251

Note 7

Statement of receivables

Note 8Inventory value and changes
in intangible assets during
the financial year

255

Note 20

Depreciation and impairment of property,
plant and equipment

259

Note 21

Inventory value and changes in property,
plant and equipment during
the financial year

259

251

Note 22

Net financial income

260

252

Note 23

Non-current financial assets

261

Note 24

Investment securities, cash instruments
and cash

262

Note 25

Borrowings

262

Note 26

Non-recurring items

264

Note 27

Tax

265

Note 28

Statement of changes in equity

266

Note 29

Capital266

Note 30

Financial commitments
and other information

269

Note 31

Related-party transactions

271

Note 9Prepaid expenses and deferred charges

252

Note 10

Other purchases and external expenses

252

Note 11

Advances and prepayments made252

Note 12Trade payables

253

Note 13

Statement of liabilities

253

Note 14

Accrued expenses

254

Note 15

Other liabilities

254

Note 16

Prepaid expenses and deferred charges

254

Note 17

Provisions in the statement of financial
position

254

Amortization and impairmentof intangible assets

255

Note 18

248

Accrued income

Note 19UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6

6.3.2.1 Description of the business and basis of preparation of the financial statements

NOTE 1HIGHLIGHTS AND GENERAL PRINCIPLES

Financial year highlights

June / September 2023: Trading on own shares

On June 14 and September 12, 2023, Ubisoft Entertainment SA
carried out, given the opportunity offered under the terms of the
prepaid forward contract signed with CACIB on March 20, 2018,
the early settlement of 200,000 and 489,547 of its own shares on
the remaining balance of 1,755,907 shares under said contract.
The delivery of the shares is part of the share buyback program
authorized by the General Meeting of Ubisoft Entertainment SA.
These shares are intended to be used to cover employee shareownership plans.

August / October 2023: Partnership agreement
for cloud streaming Activision Blizzard’s games

On August 22, 2023, Ubisoft Entertainment SA announced
partnership agreement with Activision Blizzard which will giveUbisoft exclusive rights to stream the Activision Blizzard games,
except for non-exclusive rights to cloud streaming version in theEuropean Economic Area, for all existing and current Activision
Blizzard games as well as those to be released over the next
15 years. These rights will exist in perpetuity. On October 13,
2023, Ubisoft Entertainment SA announced the completion of thetransaction. This follows the approval of the Competition andMarkets Authority (CMA) and of UK markets on the acquisition of
the Activision Blizzard by Microsoft (excluding non-EEA cloudstreaming rights) as well as Microsoft’s announcement of theclosing of such acquisition.

September 2023: “MMO” employee shareownership plan

On December 6, 2022, the Company's Board of directors decided
to carry out a capital increase reserved for employees notcovered by savings schemes. Beneficiaries were offered theoption of acquiring Company shares with a 15% discount as partof a leveraged formula through a company mutual fund (FCPE) or
stock appreciation rights (SAR). The latter benefited from anadditional contribution equal to 100% of their personal
contribution, capped at €100 per holder. After a five-year period,or before the end of this period in the event of early release, eachbeneficiary could receive their initial investment in euros(comprising their personal contribution increased by the additional
contribution) as well as a multiple of the possible average
protected increase in the share price.
On September 18, 2023, Ubisoft Entertainment delivered
2,399,766 shares (1,243,046 FCPE formula and 1,156,720
AD+SAR formula) at a price of €23.85.

December 2023: Issue of bonds with an option
for conversion and/or for exchange for new
and/or existing shares (OCEANE)

On December 5, 2023, Ubisoft Entertainment SA issued
4,945 bonds with an option for conversion and/or for exchange
for new and/or existing shares (OCEANE) with a maturity of 2031
for a nominal amount of €494.5 million. Bonds have a par value
per unit of €100,000 and bear interest at a rate of 2.875%. The
conversion/exchange price was set at €40.3413, and theredemption price was 100% of the principal amount.

December 2023: Partial reimbursementof bond issues

The new issue of bonds was combined with the partial
repurchase of up to €250 million nominal value of the outstanding
OCEANEs due 24 September 2024, representing 50% of thenominal amount.

January 2024: Partial reimbursementof term loan with a maturity of 2025

1

March 2024: Trading on own shares

2

On January 25, 2024, Ubisoft Entertainment partially repaid€107 million out of the €325 million of Term loan with a maturityof 2025.

Under the prepaid forward contract signed on March 20, 2018,with CACIB, on March 11, 2024, the Group signed anamendment to the contract extending by three years the maturity
date originally set at March 22, 2024, i.e. until March 22, 2027,
for the 1,755,907 treasury shares not subject to early settlement.

3

Dividends received

French and foreign subsidiaries paid to Ubisoft Entertainment SA
dividends totalling € 447 million.

4

General information

The financial year is a 12-month period from April 1, 2023 toMarch 31, 2024.

General principles

5

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.

6

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.

7

The basic method used to measure items in the financial
statements was historical cost.
The accounting methods applied are consistent with industry
practice.

8

The annual financial statements of Ubisoft Entertainment SA are
presented in millions of euros with one decimal place, unlessotherwise indicated. Rounding up or down may, under certain
circumstances, lead to non-significant discrepancies in the totals
and sub-totals featured in the tables.

9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

249

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

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
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.
03/31/24

03/31/23

Sales

1,630.7

985.5

Capitalized production costs for commercial software developments

1,007.7

1,099.3

Capitalized production costs for external software developments
PRODUCTION FOR THE PERIOD

5.2

14.5

2,643.6

2,099.3

The breakdown of sales by geographic region was as follows:
03/31/24(in %)

03/31/23(in %)

Europe

647.4

40%

274.1

28%

North America

957.8

59%

296.8

30%

Rest of the world

25.5

2%

414.6

42%

1,630.7

100%

985.5

100%

SALES

NOTE 4 OTHER OPERATING INCOME AND REINVOICED COSTS
03/31/24

03/31/23

875.9

429.9

Reversals of provisions for impairment of external software developments

1.0

0.6

Reversals of provisions for impairment of movies—

0.2

Reversals of provisions for impairment of other intangible assets

—

24.2

Reversal on provisions for operating foreign exchange risk

0.2

0.2

Reinvoiced costs

73.5

45.2

Foreign exchange gains on forward instruments and commercial transactions

27.2

38.7

Miscellaneous operating income

0.4

0.2

978.3

539.2

Reversals of provisions for impairment of commercial software developments *

TOTAL
*

See details in note 18

Reinvoiced costs essentially correspond to the rebilling of general expenses and payments received under agreements with third
parties.

NOTE 5 TRADE RECEIVABLES
Opening

Variation

Closing

Trade receivables

77.8

111.5

189.4

Related accounts

63.8

599.7

663.5

141.6

711.3

852.9

TOTAL

The “trade receivables” item consists €559 million from related parties and €294 million from third parties under partnership contracts.

250

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6

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)

3.73

4.27

0.23 %

0.26 %(A) Late payment brackets
Number of invoices concerned

124

Total amount of invoices concerned (pre-tax)

0.48

Percentage of sales and reinvoiced costs
for the ﬁnancial year (pre-tax)

0.03 %

0.07
—%

—%

1

(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

2

Contractual deadlines: 30 days end of month

NOTE 6 OTHER RECEIVABLES
Opening

Variation

Closing

20.8

20.4

41.2

Government (VAT credit, tax)

79.1

(25.0)

54.0

Partner current account advances

208.1(79.9)

128.2

Suppliers – credit notes to receive

Other miscellaneous debtors
TOTAL

1.6

(0.9)

0.6

309.5

(85.5)

224.0

3
4

Receivables on current assets comprise repayments of advances made to subsidiaries.

NOTE 7

5

STATEMENT OF RECEIVABLES
Gross amount

Receivables on non-current assets
Deposits and sureties
Receivables on current assets< 1 year> 1 year

—

0.7

0.7
0.7

Advances and prepayments made

14.1

14.1

Trade receivables

852.9

640.1

212.7

Government (VAT credit, sundry)

54.0

54.0

Group and associates

128.2

128.2

Suppliers – credit notes to receive

41.2

41.2

Other miscellaneous debtors

0.6

0.6

Prepaid expenses

6.0

4.8

1.1

1,097.7

883.1

214.5

TOTAL

6

1,097.0

7
8

ACCOUNTING PRINCIPLES

9

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.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

251

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

NOTE 8 ACCRUED INCOME
03/31/24

03/31/23

Associated company – credit notes to receive

41.2

20.8

Income not yet invoiced *

663.5

63.8

Interest receivable from banks

1.4

2.6

Other

0.4

1.0

706.5

88.1

Closing

TOTAL*

Includes transactions with related parties for €385.5 million and transactions under partnership agreements for €278 million

NOTE 9 PREPAID EXPENSES AND DEFERRED CHARGES
Opening

Increase

Provisions

Decrease

Credit line issuance costs

1.5

0.2

0.3

—

1.3

Loan issuance costs

9.9

4.8

3.7

—

11.0

Deferred expenses

11.4

5.0

4.0

—

12.4

Bond redemption premium

10.6

Redemption premiums

10.6

—

1.9

1.9
—

8.7

8.7

Prepaid expenses

8.7

6.0

—

8.7

6.0

Foreign exchange gains and losses(assets)

0.3

0.3

—

0.3

0.3

Remeasurement of cash instruments(assets)

14.6

13.4

—

13.7

14.3

Other accruals

23.5

19.7

—

22.7

20.5

TOTAL 03/31/24

45.6

24.7

5.9

22.7

41.6

TOTAL 03/31/23

16.1

40.1

3.4

7.2

45.6

03/31/24

03/31/23

1,258.5

1,477.3

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

20.3

18.2

Other purchases and external expenses

587.4

277.1

1,866.2

1,772.6

TOTAL

Other purchases and external expenses consist mainly of information systems and administrative sub-contracting costs, royalties, andoperating expenses.

NOTE 11 ADVANCES AND PREPAYMENTS MADE
OpeningMovement

Advances and prepayments to suppliers

0.3

(0.3)

Closing—

Secured advances on license agreements

30.0(15.9)

14.1

TOTAL

30.3

(16.2)

14.1

The sum of €14.1 million in “Advances and prepayments made” is primarily comprised of secured advances on licensing agreements
which break down as follows:

252

03/31/24

03/31/23

Net at opening

30.0

26.9

New guarantees

3.1

9.4

Depreciation and amortization – impairment(19.0)(6.4)

NET AT YEAR-END

14.1

30.0

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6

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 on a straight-line basis for agreements 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.

1

NOTE 12 TRADE PAYABLES
OpeningMovement

Closing

Trade payables

239.8

(9.5)

230.4

Related Accounts

87.6

3.0

90.6

327.5

(6.5)

321.0

TOTAL

2
3

Supplier payment terms
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 andover4

Total (1 day
and over)(A) Late payment brackets
Number of invoices concerned

249

Total amount of invoices concerned (pre-tax)

2.45

0.06

Percentage of the total amount of purchases during
the ﬁnancial year (pre-tax)

0.13 %

0.01

— %

— %

0.81

3.32

0.04 %

0.18 %

5(B) Invoices excluded from (A) relating to disputed or unrecognized payables
Number of invoices excluded—

Total amount of invoices excluded (pre-tax)—

6(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

7

NOTE 13 STATEMENT OF LIABILITIESGross amount< 1 year> 1 year

1,836.4

260.6

1,575.8

Bank borrowings and debts

590.9

164.7

426.2

Other borrowings and ﬁnancial liabilities

414.3

411.0

3.3

Trade payables

321.0

321.0

—

Fiscal and social liabilities

15.6

15.6

—

Other liabilities

27.3

27.3

—

3,205.6

1,200.2

2,005.3

Bonds

TOTAL

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

8
9

253

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

NOTE 14 ACCRUED EXPENSES
03/31/24

03/31/23

Bank charges and accrued interest

7.8

7.3

Trade payables, invoices not yet received *

90.6

87.6

Credit notes to be issued *

4.9

18.6

Fiscal and social liabilities

1.8

4.1

105.1

117.6

OpeningMovement

Closing

18.6(13.7)

4.9
15.6

TOTAL
*

Mainly relate to transactions with related parties

NOTE 15 OTHER LIABILITIES
Trade receivables – credit notes to issue (1)
(2)

5.2

10.4

Other liabilities (1)

16.9

5.4

22.4

TOTAL

40.7

2.1

42.8

Fiscal and social liabilities(1) Credit notes to issue relate to related parties(2) include VAT to be paid

NOTE 16 PREPAID EXPENSES AND DEFERRED CHARGES
Opening

Increase

Decrease

Closing

Deferred income *

9.9

—

6.6

3.3

Conversion rate adjustment (liabilities)

0.1

0.1

0.1

0.1

Remeasurement of cash instruments (liabilities)

13.3

13.3

13.3

13.3

TOTAL 03/31/24

23.3

13.4

20.1

16.6

TOTAL 03/31/23

24.0

15.6

16.2

23.3

*

The decrease in deferred income mainly comprises:• asset financing contracts: consumption of this deferred income will begin when the underlying assets are commissioned• the redemption premium in the 2019 OCEANE bonds, following the partial redemption in December 2023 (Cf. note 25)

NOTE 17 PROVISIONS IN THE STATEMENT OF FINANCIAL POSITION
Reversals
Opening

Provisions

Provisions
used

Provisions
unused Merge impact

For foreign exchange risks

0.2

0.3

0.2

—

—

0.3

For subsidiary risks

—

—

—

—

—

—

—

0.3

Closing

Provisions for risks

Impairments
On equity investments

248.0

2.9

On other non-current financial assets

0.5

5.1

On own shares

13.4

—

13.4

—

5.6

—

—

—

TOTAL 03/31/24

262.1

8.3

13.6

0.3

—

256.4

TOTAL 03/31/23

324.4

17.1

16.9

17.3

(45.2)

262.1

Changes in impairment of equity investments are detailed in note 23.

254

250.6

—

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6

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 derivative instruments;■ it is likely that an outflow of resources (without an offsetting
entry) representing economic benefits will be required tosettle the obligation;■ the amount of the obligation can be measured reliably.

■ to provisions to cover subsidiaries’ negative equity.

It these conditions are not met, no provision is recorded.

1

6.3.2.4 Intangible assets

NOTE 18 AMORTIZATION AND IMPAIRMENT OF INTANGIBLE ASSETS
Amortization and impairment of intangible assets

03/31/24

03/31/23

Released commercial software developments *1,288.7

942.5

Released external software developments

1.7

19.9

299.1

631.9

Developments related to information systems

7.2

1.1

Cloud streaming rights

2.1—

Brands and operating licenses

0.2

4.2

Movies—0.2

Goodwill

—

27.9

Other

1.2

2.1

1,600.2

1,629.7

Commercial software in progress *

TOTAL
*

2
3
4

Net reversals (see note 19) on commercial software and external software developments amount to €93.2 million and €(5.2) million respectively

5

NOTE 19 INVENTORY VALUE AND CHANGES IN INTANGIBLE ASSETS DURING
THE FINANCIAL YEAR
Released commercial software developments
Released external software developments
Commercial software developments in progress

Amortization andimpairment

03/31/24

03/31/23

Gross

Net

Net

1,989.1

1,414.7

574.4

350.7

2.2

2.2

—

0.4

1,802.1

299.1

1,503.0

1,451.1

External software developments in progress

14.9

—

14.9

10.4

Developments related to information systems

26.9

7.4

19.5

1.1

Developments related to information systems
in progress

22.6

—

22.6

—

Cloud streaming rights

67.8

2.1

65.7

—

Brands and operating licenses

16.3

11.9

10.6

Movies

9.2

9.1

—

0.1

Goodwill

—

—

—

—

Other
TOTAL

5.3

4.1

1.2

2.5

3,956.3

1,743.1

2,213.1

1,826.8

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

6
7
8
9

255

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

Gross value of intangible assets

Opening

Increase

Released commercial softwaredevelopments

1,339.4

166.8

618.6

1,101.5—

1,989.1

7.7

0.3

5.8

—

—

2.2

Released external softwaredevelopments
Commercial software developments
in progress

Decrease Reclassiﬁcations Change in scope

Closing

2,083.0

820.6—(1,101.5)—

1,802.1

External software developments
in progress

10.4

4.5

—

—

—

14.9

Developments related to information
systems

4.7

23.3

9.6

8.5

—

26.9

Developments related to information
systems in progress

—

31.1

—

(8.5)

—

22.6

—

—

—

16.3
9.2

Cloud streaming rights

67.8

Brands and operating licenses

14.8

1.5

67.8

Movies

9.2

—

—

—

—

Goodwill

—

—

—

—

—

—

Other

5.6

—

0.2

—

—

5.3

TOTAL 03/31/24

3,474.7

1,115.8

634.3

—

—

3,956.3

TOTAL 03/31/23

3,083.5

1,118.4

727.1

—

—

3,474.7

The €987.4 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 impairmentof intangible assets

Opening

Increase

Released commercial softwaredevelopments

988.7

568.9

618.6

475.8

—

1,414.7

Released external softwaredevelopments

Closing

7.4

0.6

5.8

—

—

2.2

Commercial software developments
in progress

631.9

143.0

—

(475.8)—299.1

Developments related to information
systems

3.6

13.4

9.6

—

—

Cloud streaming rights

2.1

7.4
2.1

Brands and operating licenses

4.2

0.2

—

—

Movies

9.1

—

—

—

Other

256

Decrease Reclassiﬁcations Change in scope

—

4.4
9.1

3.1

1.3

0.2

—

—

4.1

TOTAL 03/31/24

1,647.9

729.5

634.3

—

—

1,743.1

TOTAL 03/31/23

1,191.0

1,174.9

727.1

—

9.1

1,647.9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6

ACCOUNTING PRINCIPLES
Intangible assets include:■ commercial software developments;■ engines and tools;■ external software developments;■ acquired brands;■ films;■ office software;■ information system developments;■ digital tokens;■ cloud streaming rights.
Commercial software comprises both commercial software andexternal software developments.
Accounting and subsequent valuation:
Internal software developments and external softwaredevelopments:
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:■ 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;

Development costs of commercial software, whether they aresubcontracted to Group studios or made externally, arerecognized as subcontracting expenses and transferred to“Intangible assets in progress” via a capitalized production
costs account.
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.

1

The brands:
Acquired brands are recognized at acquisition cost and tested
for impairment at least annually according to the method
described below.
Net asset 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.

2

The amortization of intangible assets with fixed useful lives
begins:3■ at the commercial launch for commercial software;■ at the date of commissioning for the other intangible assets
with fixed useful lives.

•••

4■ the ability to commission or sell the intangible asset;■ the probability that the intangible asset will generate future
economic benefits;■ the availability of suitable technical, financial and otherresources to complete the development and commissioningor sale of the intangible asset;5■ 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.

6
7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

257

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024•••
Types ofintangible assets

Amortization method

Impairment method

Commercial
softwaredevelopment

1 to 5 years (by exception 8 years)
straight-line, starting on the commercial
release date.

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 18 months following the half-year and full-year end
dates;■ all software under production with a release date more than
18 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.

Engines and tools

5 years, straight-line, from the release
date.

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.

MoviesFrom 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 avaluation of the average cost of equity.

In the event that the total net investment amount resulting fromthe application of this method exceeds the forecast net income, anadditional impairment is recognized for the asset in question.

Office software

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.
1 to 3 years, straight-line, from the dateof commissioning, depending on theestimated useful life.

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.
Impairment is recognized if the value-in-use is lower than the net
carrying amount of the brand.

An impairment test is performed if there is any indication of a loss
in value.

Information system 5 years, straight-line, from the releasedate.
developments

An impairment test is performed if there is any indication of a loss
in value.

Cloud streamingrights15 years, straight-line from acquisition date.

A impairment test is carried out whenever impairments indicators
have been identified.

Digital tokens

Digital assets are held for the purpose ofobtaining services without their value
being consumed by use, so they are notdepreciated.

Market value is determined by comparing the value of the digitalassets with their value at the price available on specialist platforms
at the balance sheet date; if the value is less than the net bookvalue, an impairment loss is recognised.

Provisional data is updated using a rate based on a valuation of the average cost of equity, which stood at 8.90% as of March 31, 2024,
compared with 8.62% at March 31, 2023.

258

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 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

03/31/24

03/31/23

Fixtures and ﬁttings

1.6

1.8

Computer hardware and furniture

0.2

0.2

TOTAL

1.9

2.0

1

NOTE 21 INVENTORY VALUE AND CHANGES IN PROPERTY,
PLANT AND EQUIPMENT DURING THE FINANCIAL YEAR
Depreciation andamortization

03/31/24

03/31/23

Gross

Net

Net

Buildings

0.8

0.4

0.3

0.4

Fixtures and ﬁttings

15.4

6.9

8.5

9.9

Computer hardware and furniture

2.0

1.4

0.6

0.8

Transport equipment

0.1

0.1

—

—

Non-current assets in progress

—

—

—

—

18.3

8.8

9.5

11.0

TOTAL
Gross value of property, plant and equipment

Opening

Increase

Buildings

0.8

—

—

—

0.8

Fixtures and ﬁttings

15.1

—

—

0.3

15.4

Computer hardware and furniture

2.0

—

—

—

2.0

Transport equipment

0.1

—

—

—

0.1

Non-current assets in progress

—

0.3

—

-0.3

—

TOTAL 03/31/24

18.0

0.3

—

—

18.3

TOTAL 03/31/23

17.4

2.2

1.6

—

18.0

Opening

Increase

Decrease Reclassiﬁcations

Closing

Depreciation and amortization of property,
plant and equipment

Decrease Reclassiﬁcations

2
3
4

Closing

Buildings

0.4

—

—

Fixtures and ﬁttings

5.3

1.6

—

—

6.9

Computer hardware and furniture

1.2

0.2

—

—

1.4

Transport equipment

0.1

—

—

TOTAL 03/31/24

6.9

1.9

—

—

8.8

TOTAL 03/31/23

6.5

2.0

1.6

—

6.9

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

Buildings

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)

20

Fixtures and fittings

10

Computer hardware

3à4

Furniture

10

Transport 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 – 2023-24

259

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

6.3.2.6 Financial assets and liabilities and net income

NOTE 22 NET FINANCIAL INCOME
03/31/24

03/31/23

Financial income from investments *

446.9

16.4

Other interest received

50.4

29.0

Reversals of provisions and reinvoiced costs

36.0

81.7

Foreign exchange gains

11.0

37.8

Net proceeds on sale of investment securities

1.3

0.7

545.5

165.6

Other interest paid

92.0

83.5

Amortization and provisions

13.9

20.3

Foreign exchange losses

12.8

47.3

—

0.3

118.7

151.4

426.8

14.2

Financial income

Financial expenses

Net expenses on sales of investment securities
NET FINANCIAL INCOME*

Cf. note 1 Highlights

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 operating cash flows in
the main significant foreign currencies.

As of March 31, 2024, the amounts hedged giving rise to forward
purchases and sales of foreign currencies amounted to€84.9 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.

Translation adjustments on cash and current accounts in foreign
currencies are immediately recognized as net foreign exchange
gains/losses.

Liabilities, receivables and cash denominated in foreign
currencies are translated at rates prevailing as at
March 31, 2024.

As part of the hedging implemented, the result from the hedging
is recognized in operating or financial income, according to theitem hedged.

Unrealized gains and losses on receivables and liabilities arerecognized in the statement of financial position in the “Financial
Instruments” item as foreign exchange gains and losses if they
are hedged. A provision for foreign exchange risks is recognized
if the translation shows an unrealized loss. In the case ofhedged transactions, unrealized losses are not provisioned.

260

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Foreign exchange hedging
Ubisoft uses derivative financial instruments to reduce its exposure
to market risks linked to movements in exchange rates.

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6

NOTE 23 NON-CURRENT FINANCIAL ASSETS
03/31/24

03/31/23

Gross

Impairment

Net

Net

Equity investments and equivalent

852.6

250.6

602.0

593.0

Other non-current investments

23.1

5.6

17.5

20.9

Deposits and sureties

0.7

—

0.7

0.6

876.4

256.2

620.2

614.7

TOTAL
Non-current assets (Gross value)

Opening

Increase

Decrease

Change in scope

Closing

Equity investments and equivalent

841.0

11.5

—

—

852.6

Receivables from equity
investments

0.1

—

—

—

0.1

Other non-current investments

21.4

1.7

—

—

23.1

Deposits and sureties

0.6

—

—

—

0.7

TOTAL 03/31/24

863.1

13.3

—

—

876.4

TOTAL 03/31/23

824.0

178.9

94.5

(45.2)

863.1

1
2
3

The change in investments in associates corresponds to the acquisition of shares in the Redlynx subsidiary held by another Group
company.
The change in other long-term investments corresponds to the acquisition of minority investments for €1.7 million.
Provisions

Opening

Increase

Decrease

248.0

2.9

0.3

0.5

5.1

—

—

5.6

TOTAL 03/31/24

248.5

8.0

0.3

—

256.2

TOTAL 03/31/23

303.2

(9.5)

—

(45.2)

248.5

Equity investments
Own shares

Change in scope

Closing

4

250.6

5

The change in the provision for impairment of investments in associates is due to the change in the value in use of the companies'
shares.

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.

The value-in-use is measured at the end of each financial year
according to:

Other investments are valued at their historical cost plus
acquisition costs. Any additional payments are recognized in theacquisition price as soon as they can be measured with
sufficient reliability. In the absence of information justifying aloss indicator, the value in use is maintained at the acquisition
value.

■ 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
8.90% at March 31, 2024;

Deposits and sureties are recognized on the basis of theamounts paid.

If the value of the securities exceeds their value-in-use,
impairment is recognized for the difference.

6■ the net position if it is higher than the value determinedthrough the discounted future cash flows.

7

Own shares are valued at the lower of cost or market value(average market price from the trading sessions of the lastmonth before the year end).

8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

261

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

NOTE 24 INVESTMENT SECURITIES, CASH INSTRUMENTS AND CASH
Type

Gross value

Fair value

Provision

UCITS

80.9

81.1

—

80.9

TOTAL

80.9

81.1

—

80.9

OpeningChangeClosing

409.8

Type

Net value

Cash instruments *

267.7

142.1

Cash

574.3

(318.0)

256.3

TOTAL

842.0

(175.9)666.2*

Of which €117 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 cash instruments was mainly due to the partial unwinding of 689 457 shares under the prepaid forward contract enteredinto on 20 March 2018 with CACIB for €46m (see note 29), and the increase in investments for €180m.
Net cash in the cash flow statement breaks down as follows:
03/31/24

UCITS

80.9

Cash

256.3

Bank overdrafts and short-term loans(143.1)

TOTAL

194.0

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
03/31/24

03/31/23

1,825.8

1,581.3

Medium and long-term bank borrowings (2)

443.0

566.8

Accrued interest (3)

16.0

10.5

Bonds (1)Bank overdrafts and short-term loans

142.7

11.9

Borrowings

2,427.5

2,170.5

Fixed-rate debt

1,912.1

1,541.6

Variable-rate debt

515.3

628.9

< 1 year from 1 to 5 years
Amounts payable at 03/31/24

425.4

1,507.5> 5 years
494.5(1) One bond issues of €600 million, three OCEANE of respectively €250 million, €481 million and €495 million(2) Two Schuldschein loans of €50 million and €150 million, one credit line for €218 million, and installment loan for €25 million(3) Accrued interest at the end of the period was €1.8 million for bonds, €4.8 million for medium and long-term bank borrowings, €8.8 million for OCEANEs and€0.5 million for bank overdrafts

262

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6Change in borrowings
Borrowings

Opening

Increase

Decrease

Closing

500.0—(250.0)250.0

Current and non-current ﬁnancial liabilities
OCEANE 2019 (1)
(2)

600.0

—

—

600.0

OCEANE 2022 (3)

481.3

—

—

481.3

OCEANE 2023 (4)

—

494.5

—

494.5

Bank loans

566.8

—

(123.8)443.0

Accrued interest on borrowings

10.3

5.1

—

15.4

2,158.5

499.6(373.8)2,284.2

0.2

0.4

—

0.5

Bonds 2020

Non-current financial liabilities
Interest accrued on overdraft
Bank overdrafts and short-term loans

11.9

130.8

—

142.7

Current financial liabilities

12.1

131.1

—

143.2

2,170.5

630.7(373.8)2,427.5

Total

1
2

Other financial liabilities
Other loans

4.9

5.5

—

10.4

Commercial papers

38.0

674.5

(612.5)100.0

Sub-Total

42.9

680.0

(612.5)

110.4

Current account advances by related parties

326.9

115.8

(139.3)

303.3

1.0

—

(0.4)

0.6

Sub-Total

327.9

115.8

(139.7)

303.9

Total

370.8

795.8

(752.2)414.3

TOTAL 03/31/24

2,541.3

1,426.5(1,126.0)

2,841.8

TOTAL 03/31/23

2,013.3

1,579.9(1,051.9)

2,541.3

Interest on current account advances(1) Main features of bond issues with an option for conversion
and/or for exchange for new and/or existing shares(OCEANE)(3) On November 15, 2022, Ubisoft issued bonds with an option
for conversion and/or for exchange for new and/or existing
shares (OCEANE) for an amount of €470 million.

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:

4,700 bonds
with a par value of €100,000

Number and par value:

Conversion rate:

4,361,859 bonds with a parvalue of €114.63

Issue price:

Issue price:105.25% of par, i.e.
€526 million

Redemption price:

September 24, 2024

Duration:

6 years

Interest:

2.375%

Duration:

5 years

Interest:

zero coupon

On December 6, 2023, Ubisoft Entertainment SA made a partial
reimbursement of €250 million, representing 50% of the nominal
amount.
(2) Main features of the bond issued in November 2020

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

102.41% of par,i.e. €481 million
November 15, 2028

7(4) On December 5, 2023,Ubisoft issued bonds with an option
for conversion and/or for exchange for new and/or existing
shares (OCEANE) for an amount of €494.5 million.
Number and par value:

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.

5

at par

1 share for 1 bondDate of dividend entitlement
and settlement:

42,534.4495 shares for1 bondConversion rate:

Date of dividend entitlement
and settlement:

3

Conversion rate:
Issue price:

8

4,945 bonds
with a par value of €100,000
2,478.8523 shares for1 bond9

at parRedemption price:

100% of par,i.e. €494.5 million

Date of dividend entitlement
and settlement:

December 5, 2031

Duration:

8 years

Interest:

2.875%

Borrowings are mainly in euros.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

263

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

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;

Redemption premiums are included in the cost of the loan andamortized on a straight-line basis over the term of the loan.

■ on the conversion date, non-amortized costs are consideredas share capital increase costs and deducted from the issuepremium (after tax). If the amount of the issue premium isinsufficient, they are recognized as expenses;

Debt issuance costs are capitalized (in deferred expenses) andamortized on a straight-line basis over the lifetime of theborrowings concerned.
Concerning issuance costs for convertible bonds:■ In the event of early redemption, issue costs that have notyet been amortised cannot be capitalised and must
therefore be expensed.

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
03/31/24

03/31/23—

4.6

Non-recurring income
On management transactions
On capital transactions
Reversals of provisions, impairment and transferred expenses

0.6

4.0

308.7

689.6

Non-recurring expenses
On management transactions

59.5

—

On capital transactions

34.3

16.4

Depreciation, amortisation, impairment and provisions

168.2

259.6

NON-RECURRING ITEMS

47.3

422.2

At the end of March 2024, non-recurring items mainly comprised:■ €274.4 million in reversals for accelerated amortization on development expenditure for software;■ €(161.9) million in allocations for accelerated amortization on development expenditure for software;■ transfers of non-recurring expenses for €34.3 million;■ gains/losses on disposals of own shares for a net impact of €(34.3) million.
■ a non-current charge relating to the settlement of the out-of-court procedure with the Canadian authorities for €59.5 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 only correspond to exceptional amortization
relating to:264

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24■ acquisition costs included in the cost price of equity
investments.
■ software development expenses. According to theprovisions of article 236 of the CGI, software development
costs could be 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, 2024 t

6

6.3.2.8 Tax
As of March 31, 2024, 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:
03/31/24

03/31/23

Net income before tax from continuing operations

547.3(777.7)

Non-recurring items

47.3

422.2

Net income before tax

594.6(355.5)

Corporation tax(11.3)

7.2

Accounting net income

583.3(348.4)

Taxable income

232.6(402.3)

Net income
before tax

Income tax
payable/Income
tax saving

Net income

Current

547.3

(3.5)

543.8

Non-recurring

47.3(14.9)

32.5

7.1

7.1

594.6

(11.3)

583.3

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 €24.9 million;■ tax credits for the Group of €6.6 million;■ cancellation of the income tax expense recognized by the subsidiaries of the tax consolidation group in the amount of €7.1 million.

5

The tax group’s tax loss carryforwards as at March 31, 2024 amounted to €1 200,9 million, o/w €851 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

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

265

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

6.3.2.9 Equity

NOTE 28 STATEMENT OF CHANGES IN EQUITY
Capital increase

Regulated provisions

by cashcontribution

by deduction
frompremiums

9.7

0.1

—

9.9

627.5

44.8

—

672.2

03/31/23

CapitalPremiums

Allocationof2022/2023
earnings

Earnings
for theperiod Provisions

Reversal

03/31/24

Legal reserve

0.9

0.9

Other reserves

214.8

214.8

Retained earnings(483.9)(348.4)

Financial year net income(348.4)348.4

Regulated provisions

963.8

TOTAL

984.4

(832.3)
583.3

—

44.9

—

583.3

583.3
161.9

(274.4)

851.3

161.9

(274.4)1,500.1

NOTE 29 CAPITAL
At the end of March 2024, Ubisoft Entertainment SA’s share capital of €9,877,344.39 was comprised of 127,449,605 shares.

Number of Ubisoft Entertainment SA shares
AS AT 04/01/23

125,520,452

Reserved capital increases (employee share ownership)

1,882,806

Vesting of free ordinary shares

46,347AS AT 03/31/24

127,449,605

The maximum number of shares to be created is 31,449,860:■ 389,864 through the exercise of stock options;■ 4,709,244 through the grant of free performance shares;■ 26,350,752 through the conversion of OCEANE into shares.
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
38th plan 39th plan

40th plan

42nd plan

45th plan

46th plan

47th plan

TOTAL

Total number of options
granted

11,50019,579188,454

330,678

271,62960,821

55,673

4,009

Start of exercise period

04/13/19

06/27/19

06/27/19

07/02/20 *07/01/21

07/02/24 *12/8/2024 *04/07/22

Expiry date of options

04/12/23

06/26/23

06/26/23

07/01/24

06/30/25

07/01/25

12/07/25

04/06/26

77,76 €

66,94 €

55,673

4,009 722,353€69.55 €69.70 €68.45 €73.40 €68.59 €76.50€94.58 (France) (World) (France) (World) (France) (World)

Strike price of options€73.86€94.58

Options at April 1, FY23

10,00014,920131,426

Options granted during
the period——

Options exercised during
the period—

Options cancelled during
the period
Options outstandingat March 31, FY24*

228,532

216,972

60,821

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

(10,000)(14,920)(131,426)(74,494)(11,680)(50,684)(39,285)— (332,489)

—

—

—

154,038

205,292

10,137

16,3884,009 389,864

For members of the Executive Committee (Plan 42: two beneficiaries / Plan 46: two beneficiaries) and corporate officers (Plan 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.

266

48th planUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6Free share grants

Free share grants, which are subject to performance conditions, are locked in for a two-, three- or four-year period following the grant
date. As the shares granted are ordinary shares in the same category as the old shares that comprise the Company’s share capital,
employee shareholders receive dividends and voting rights on all their shares at the end of the vesting period.
03/31/20
Grant 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 shares granted as at 04/01/23

35,389574,140

2,211

358

13,283

Number of shares granted during the financial year

—

—

—

—

—

Number of shares canceled during the financial year—

(25,383)——(1,904)

Number of shares created during the financial year

—

—

—

(358)

(11,379)(35,389)(548,757)(2,211)

—

—

—

—

—

—

—

Number of shares delivered during the financial year
Number of shares granted as at 03/31/24

1
2

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

Number of shares granted as at 04/01/23

645,721

1,116

36,680789

Number of shares granted during the financial year

—

—

—

—

Number of shares canceled during the financial year

(48,737)

(869)

—

—

Number of shares created during the financial year

(1,023)———

Number of shares delivered during the financial year
Number of shares granted as at 03/31/24

(339)

—

—

—

595,622247

36,680789

3
403/31/22
Grant date

04/07/21

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 year

88,157

22,797

Maturity – Vesting period

4 years

4 years

2 years, then
1/3 per year

Number of shares granted as at 04/01/23

47,854

970,523

39,141

5

Number of shares granted during the financial year

—

—

—

—

—

Number of shares canceled during the financial year

(1,763)(77,455)(504)(3,361)(2,079)Number of shares created during the financial year—

(1,452)(13,056)(10,423)(6,913)

Number of shares delivered during the financial year

—

(422)

—

—

—

46,091

891,194

25,581

74,37313,80503/31/23
10/27/22
12/06/22

02/01/23

03/30/23

7

2 years (50%)
3 years (50%)-----3 years
2 years, then 2 years (50%)------ 2 years (50%) 2 years (50%)
1/3 per year 3 years (50%)
4 years 3 years (50%) 3 years (50%)

8

Number of shares granted as at 03/31/24

Grant date

Maturity – Vesting period
Number of shares granted as at 04/01/23

04/12/22

2 years, then
1/3 per year

07/05/22

2,155

1,201,065

5,008

127,435

57,923

15,286

Number of shares granted
during the financial year

—

—

—

—

—

—

Number of shares canceled
during the financial year—

(88,583)—(5,911)(2,590)(1,349)Number of shares createdduring the financial year—

(1,355)

—

—

—

—

Number of shares delivered
during the financial year
Number of shares granted as at 03/31/24

—

(804)

—

—

—

—

2,155

1,110,323

5,008

121,524

55,333

13,937UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

6

9

267

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

31/03/24
Grant date

Maturity – Vesting period

16/05/23

26/10/23

06/12/23

07/02/24

26/03/24

TOTAL

2 years (50%)
3 years (50%)-----3 years
2 years (50%) 2 years (50%)------ 2 years (50%) 2 years (50%)
3 years (50%) 3 years (50%)
4 years 3 years (50%) 3 years (50%)

Number of shares granted as at 04/01/23

—

—

—

—

—

3,887,031

Number of shares granted
during the financial year

1,484,619

47,142

167,949

22,98068,1481,790,838

Number of shares canceled
during the financial year

(73,022)

(846)

—

—

—

(334,356)

Number of shares createdduring the financial year

(388)

—

—

—

—

(46,347)

Number of shares delivered
during the financial year
Number of shares granted as at 03/31/24

—

—

—

—

—

(587,922)

1,411,209

46,296167,949

22,98068,1484,709,244

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 share capital increase.

The financial product associated with these plans comprises aguaranteed capital portfolio, with a share in any rise in the Ubisoft
market price over a five-year period.

After a holding period, or before the end of this period in theevent of early release, each beneficiary could receive their initialinvestment in euros (comprising his/her personal contribution
increased by the additional contribution) as well as a multiple ofthe possible average protected increase in the share price.

Ubisoft offers employees the opportunity to become
shareholders through employee share ownership programs.

These plans are notably financed by Ubisoft via a 15% discounton the shares allocated to the operation. This discount is

Grant date
Maturity – acquisition period (in years)
Reference price
Subscription price
Discount
Number of shares
Subscription's amounts■ Employees■ Additional contribution

03/31/24

03/31/23

09/18/23
5€28.05€23.8515%
2,399,766

09/22/22
5€41.49€35.2715%
2,887,629

€5.1M
€0.7M

€7.8M
€2.4M

Own shares

As of March 31, 2024, the Company does not hold any of its own shares.
03/31/24

03/31/23

Number ofsharesValuation(in € millions)

Employee stock ownership coverage——

415,335

9.3

TOTAL

—

—

415,335

9.3

Number ofsharesValuation(in € millions)

AS AT 04/01/23

415,335

9.3

Under the prepaid forward agreement on shares entered into with CACIB
on March 20, 2018, to be settled at maturity in 2027 or early, with two deliveries
on June 14, and September 7, 2023, at an average price of €66.96 (€46.2 million)

689,547

Shares delivered under the MMO operation for a value €23.85 at an acquisition priceof €66.97-516,960

Shares delivered under the employee share ownership plans-587,922

Objective of using own shares

Number ofsharesValuation(in € millions)

The changes mainly relate to the operations below:

AS AT 03/31/24

268

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24——

CONTENTS

FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6

6.3.2.10 Unrecognized contractual commitments

NOTE 30 FINANCIAL COMMITMENTS AND OTHER INFORMATION
Off-balance sheet commitments related to Company financing
Summary

03/31/24

03/31/23

99.4

111.6

347.8

357.8

Expiry date

03/31/24

Type

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
Type

2Commitments 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

23.6

Ubisoft Srl

Rent guarantees

07/18/29

15.9

Syndicated loan

12/20/28

300.0

3Commitments received by Ubisoft Entertainment SA
Lines of credit received and not used
Bank credit facilities

4

47.8

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):

5

RATIO

Net debt restated for assigned receivables/equity restated for goodwill <0.80

Net debt restated for assigned receivables/EBITDA <1.5

6

As of March 31, 2024, the Company was compliant with all these ratios.
Other borrowings are not governed by covenants.

Off-balance sheet commitments related to hedging instruments
Summary

Description

Foreign exchange hedges

03/31/24

03/31/23

84.9

176.1

50.0

50.0

115.9

161.4

(1)

Interest rate hedges
Contract on Ubisoft shares

Fix rate loan/Variable rate borrrowing
(2)

7
8

(1) Fair value measured at the guaranteed price(2) Under the prepaid forward agreement that entered into force on March 20, 2018, with CACIB, which can be settled by delivery of the shares at maturity 2024 or
early at a price of €66, the Group has decided to unwind the contract for:1. 200,000 of its own shares for delivery on June 14, 2023;
2. 489,547 of its own shares for delivery on September 7, 2023.
The balance of shares backing the contract is now 1,755,907 shares. On March 11, 2024, an amendment to the contract was signed extending the original expiry
date of March 22,2024, by three years to March 22,2027.

9

Breakdown of unsettled instruments at the closing date
Nominal amount of hedges(in millions of currency units)

Currency

Subscription date Maturity date

Hedged priceType ofinstrument

20

GBP

March 2024

April 2024

0.8599Forward purchase

70

SEK

March 2024

April 2024

11.4143

Forward purchase

25

USD

March 2024

April 2024

1.0789Forward sale

35

USD

March 2024

April 2024

1.0808Forward saleUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

269

6

CONTENTSFINANCIAL STATEMENTS

u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

Leases and finance leases
Provisions for
Initial cost
the period

Leased property

Net value

Land

7.4

—

—

7.4

Building

57.0

3.5

13.5

43.4

TOTAL

64.3

3.5

13.5

50.8

Lease payments madeRemaining lease payments

Lease
payments –financial year

Lease
payments(cumulative)

Land

—

—

Building

4.9

TOTAL

4.9

Finance leasecommitments

Residualpurchaseprice< 1 year

Between 1 &5 years> 5 years

—

1.4

6.0

7.4

—

20.4

6.2

21.3

22.2

49.7

—

20.4

6.2

22.8

28.2

57.1

—

Other commitments

Ubisoft Entertainment SA has committed to provide financial support
to its subsidiaries in order to meet their cash flow requirements.

Earn out for i3D.net BV

The Group's majority stake in the share capital of i3D.net BV is
accompanied by purchase options granted to the Group, which
may be exercised according to a period defined in theshareholders' agreement signed in March 2023.
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.

Staff

As of March 31, 2024, the staff consisted of five corporate officers.

Executive compensation

Compensation of executive corporate
managing officers

Messrs. Guillemot are compensated for their functions as
Chairman and Chief Executive Officer or Executive Vice-Presidentof Ubisoft Entertainment SA.
The compensation of Yves Guillemot, Chairman and Chief
Executive Officer, for the financial year ended March 31, 2024,
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 andtwo non-financial Indicators.
The compensation of each Executive Vice-President for the financial
year ended March 31, 2024 comprises the following components:■ fixed compensation of €65,621;■ long-term variable compensation based on one financial andtwo 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, 2024, represented the granting of 37,195 free
performance shares for the Chairman and Chief Executive Officer
and 3,130 free performance shares for each of the Executive
Vice-Presidents.

270

Cumulative
depreciation andamortizationUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Total to pay

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, the Ubisoft TSR and the TSR ofcompanies of the NASDAQ Composite Index;■ for 20% on the growth in the number of monthly active users(MAU);■ for 20%, on a “CSR” performance condition (reduction incarbon intensity).
Achievement of these Indicators is assessed over a period of threeconsecutive financial years or calendar years conditioning theacquisition of the long-term compensation. The shares will vest
definitively after a period of four years and will be contingent on
remaining in the position of executive corporate managing officer.
The total gross compensation paid/owed by the Company to thecorporate managing officers during the financial year was€1,425 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.

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 the2023-24 financial year amounted to €666 thousand.
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.
No loans or advances were made to the Company’s executives
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 performance
shares that have not been exercised at the closing date isprovided in note 29.
Ubisoft Entertainment SA has received proposed adjustments
relates to the financial years FY16 to FY20. The Company
contests all the proposed adjustments relating to the transfer
pricing policy and consequently no provision has been recognizedin the financial statements. A mutual agreement proceeding was
opened before the competent authorities in UK and France.
No propositions of adjustments have been received related to
FY21 and FY22.

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

6

Events after the reporting period
None.

NOTE 31 RELATED-PARTY TRANSACTIONS
Two main categories are identified:■ relationships between the parent company and its subsidiaries
the main transactions of which relate to:• production subsidiaries billing the parent company fordevelopment costs based on the progress of their projects,• concerned subsidiaries billing the parent company for IT
costs,• 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 thebank accounts of the majority of the Group companies;

1■ transactions with corporate officers.
The Company’s five corporate officers hold executive positions
for which the compensation is detailed above.

2
3
4
5
6
7
8
9

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u Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024

6.3.2.11

Subsidiaries and shareholdings (March 31, 2023)

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

190.4(73.8)

Ubisoft EMEA SAS

France

Euro

12.0

43.1

Ubisoft International SAS

France

Euro

50.0

37.0

Germany

Euro

12.0

8.3

France

Euro

100.0

(156.5)

Ubisoft Paris Mobile SARLFrance

Euro

—

7.4

Ubisoft Entertainment Sweden AB

Sweden Swedish krona

33.1

324.6

0.1

46.3

Ubisoft GmbH
Ubisoft Mobile Games SARL

i3D.net BV

Netherlands

Euro

Other french subsidiaries *Other foreign subsidiaries *TOTAL
Investments (between 10% and 50% of capital held)*

272

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 – 2023-24

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FINANCIAL STATEMENTS

Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2024 t

Percentage ofcapital held
(in %)

Carrying amountof shares held(in € millions)

Loans and advances
granted by theCompany and not
yet repaid

Profit (loss) for thelast financial year
(in millions ofcurrency units)(in € millions)

Sales excluding tax(in millions ofcurrency units)

190.1

—

1,030.9

0.4

—

78.0

—

852.2

10.8

13.0

62.3

62.3

—

346.8

4.6

5.0

27.1

17.1

—

35.6

0.9

4.0

100%

292.4

56.9

—

116.5

25.8

—

100%

20.1

20.1

—

20.8

1.0

—

100%

28.7

28.7

—

963.3

66.6

12.6

97%

100.8

100.8

—

96.8

18.1

—

8.9

8.9

—

—

—

24.0

0.6

—

—

388.3

gross

net

100%

190.1

100%

78.0

100%
100%

44.2

39.0

852.6

602.0

—

—

6

Dividends
received(in € millions)

1
2
3
4
5
6
7
8
9

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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, 2024
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, 2024, 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 and fairview of the results obtained for the financial year in question and of the Company’s financial position and assets at the end of this year.
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, 2023 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 AUDIT
Pursuant to the provisions of articles L. 821-53 and R. 821-180 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 the financial year, together with the responses weprovided 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.

274

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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, 2024, the net carrying amount for thecommercial software developed internally amounted to€2,077 million for a total statement of financial position of€4,723 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 18 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 the
5 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 5 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, 2024, the equity investments were recorded in
the statement of financial position for a net carrying amount of€602 million, or 13% 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 8.90% at March 31, 2024;• 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.
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.

276

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24• 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.

CONTENTS

FINANCIAL STATEMENTS

Statutory Auditors’ report on the separate financial statements t

6

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 inarticle D. 441-6 of the French commercial code.

1

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.

2

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.

3

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

4

As required by law, we have ensured that the various information relating to the identity of the holders of share capital or voting rights
was provided to you in the management report.

OTHER VERIFICATIONS OR INFORMATION REQUIREDBY STATUTORY AND REGULATORY TEXTS

5Format of the separate financial statements intended to be includedin the annual financial report6

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.

7

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.

8

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, 2024, KPMG Audit was in its 21st uninterrupted year of office and Mazars in its 8th year of office.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

9

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u Statutory Auditors’ report on the separate financial statements

RESPONSIBILITIES OF THE MANAGEMENT TEAM AND THE PEOPLECOMPRISING THE CORPORATE GOVERNANCE WITH REGARD
TO THE SEPARATE FINANCIAL STATEMENTS
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.
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.
The annual financial statements have been prepared by the Board of directors.

RESPONSIBILITIES OF THE STATUTORY AUDITORS FOR THE AUDITOF THE SEPARATE FINANCIAL STATEMENTS
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.
As specified in article L. 821-55 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.
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
made by the management team, as well as the information on them provided in 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.

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FINANCIAL STATEMENTS

Statutory Auditors’ report on the separate financial statements t

6Report 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. 821-27 to L. 821-34 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.

1

Nantes and Vannes, May 31, 2024
Statutory Auditors
KPMG S.A.

MAZARS

Gwenaël CHÉDALEUXPartnerJulien MAULAVÉPartner

2
3
4
5
6
7
8
9

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u Statutory Auditors’ special report on regulated agreements and commitments

6.5

STATUTORY 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.
To the General Meeting of Ubisoft Entertainment,
In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements and commitments.
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.
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, if any.
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. These procedures consisted inverifying the consistency of the information given to us with the basic documents from which they were taken.

AGREEMENTS SUBMITTED TO THE GENERAL MEETING FOR APPROVAL
Agreements authorised and entered into during the past financial year

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
Agreements that remained in effect during the year

Pursuant to article L.225-40 of the French commercial code, we were informed that the following agreement, already approved by theGeneral Meeting during the preceding financial years, remained in effect during the past financial year.

Master agreement between Ubisoft Entertainment, Guillemot Brothers Ltd, Guillemot Corporation SA,
Tencent and certain directors of Ubisoft on September 6, 2022
Persons directly and indirectly interested:■ Mr. Yves Guillemot, party to the Master Agreement, CEO (“Président-Directeur général”) and director of Ubisoft Entertainment,
Executive Vice-President (“Directeur général délégué”) of Guillemot Corporation SA and director of Guillemot Brothers Ltd;■ Mr. Claude Guillemot, party to the Master Agreement, Executive Vice-President (“Directeur général délégué”) and director of
Ubisoft Entertainment, CEO (“Président-Directeur général”) and director of Guillemot Corporation SA and director of Guillemot
Brothers Ltd;■ Mr. Michel Guillemot, party to the Master Agreement, Executive Vice-President (“Directeur général délégué”) and director of
Ubisoft Entertainment, Executive Vice-President (“Directeur général délégué”) and director of Guillemot Corporation SA and directorof Guillemot Brothers Ltd;■ Mr. Gérard Guillemot, party to the Master Agreement, Executive Vice-President (“Directeur général délégué”) and director of
Ubisoft Entertainment, Executive Vice-President (“Directeur général délégué”) and director of Guillemot Corporation SA and directorof Guillemot Brothers Ltd;■ Mr. Christian Guillemot, party to the Master Agreement, Executive Vice-President (“Directeur général délégué”) and director of
Ubisoft Entertainment, Executive Vice-President (“Directeur général délégué”) and director of Guillemot Corporation SA andChairman and Chief Executive Officer of Guillemot Brothers Ltd;
■ Guillemot Brothers Ltd, party to the Master Agreement, shareholder holding more than 10% of Ubisoft Entertainment's voting rights.

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FINANCIAL STATEMENTS

Statutory Auditors’ special report on regulated agreements and commitments t

6Nature and purpose:
The Master Agreement provides for, inter alia:■ the extension of the family concert vis-à-vis Ubisoft Entertainment to Tencent, the extended concert being able to increase its
shareholding up to 29.9% of Ubisoft Entertainment’s capital or voting rights;■ a standstill undertaking according to which Tencent has undertaken, for a period of eight years, not to increase, directly or indirectly, its
shareholding beyond 9.99% of Ubisoft Entertainment’s capital or voting rights (except in the case of passive accretion following a
reduction in Ubisoft Entertainment’s capital, or in the event of a filling by a third party of a tender offer on Ubisoft Entertainment’s shares);■ a lock-up undertaking according to which Tencent has undertaken not to dispose any of its Ubisoft securities for a period of five
years, except for transfers to an “affiliate”;■ a right of first refusal to the benefit of the members of the Guillemot family, Guillemot Corporation SA and Guillemot Brothers Ltd(with a right of substitution) in case of a proposed sale by Tencent of any of its Ubisoft securities to an identified third party;1■ a right of first offer to the benefit of the members of the Guillemot family, Guillemot Corporation SA and Guillemot Brothers Ltd(with a right of substitution) in case of a proposed sale by Tencent of any of its Ubisoft securities through an accelerated
bookbuilding, a public offering or market sale to an unidentified third party;■ certain specific restrictions to transfers of Ubisoft securities:•2

the undertaking by the members of the Guillemot family, Guillemot Corporation SA, and Guillemot Brothers Ltd, for a period offive years, not to transfer any Ubisoft securities to companies registered in the People's Republic of China and operating in thedigital and new technologies sector, as well as to certain companies identified by Tencent (except in the event of a filling of atender offer on Ubisoft securities by one of these companies),• the undertaking by Guillemot Brothers Ltd, for a period of five years, not to transfer any Ubisoft securities to one of its
competitors or to a competitor of Tencent (except in the event of a filling of a tender offer on Ubisoft securities by the one ofthese companies), and3• the undertaking by Tencent, as long as Tencent holds more than 1% of Ubisoft's capital or voting rights, not to transfer its
Ubisoft securities to a competitor of Ubisoft without the prior consent of Ubisoft Entertainment’s Board of directors (except in
the event of a filling of a tender offer on Ubisoft securities by such a competitor).

4

The Master Agreement has been entered into for a term of 15 years from the date of its signature. The Master Agreement terminates
the agreement entered into on March 20, 2018 between Ubisoft and Tencent, the principal clauses of which had been published by the
French Financial Markets Authority (D&I 218C0646). It is subject to French law.
Terms:The extension of the family concert to Tencent and, more generally, the entry of Tencent into the capital of Guillemot Brothers Ltd as
described in the press release published by Ubisoft Entertainment on September 6, 2022 results in a Ubisoft value per transparency of€80 per share (excluding valuation of derivative contracts).

5Nantes and Vannes, May 31, 2024

6

Statutory Auditors
KPMG S.A.

MAZARS

Gwenaël CHÉDALEUXJulien MAULAVÉPartnerPartner

7
8
9

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u Ubisoft Entertainment SA results for the past five financial years

6.6

UBISOFT ENTERTAINMENT SA RESULTS
FOR THE PAST FIVE FINANCIAL YEARSFinancial year

2019-20

2020-212021-222022-232023-24

9.4

9.6

9.7

9.7

9.9

120,938,298

123,559,764

125,234,102

125,520,452

127,449,605

12,800

6,912

—

—

—

—

—

—

—

—

Capital at year-end
Capital (in € millions)
Number of ordinary shares
Number of preference shares
Number of priority dividend shares
Maximum number of shares to be created

9,122,287

8,448,646

8,719,458

20,883,156

31,449,860

Through the exercise of stock options

1,626,499

1,485,157

1,009,938

722,353

389,864

Through the allocation of free shares

3,133,929

2,601,630

3,347,661

3,887,031

4,709,244

Through the conversion of OCEANE bonds

4,361,859

4,361,859

4,361,859

16,273,772

26,350,752

1,540.3

2,176.9

2,210.0

2,099.3

2,643.6

459.5

789.4

726.5

358.4

1,213.7

(8.8)

(6.0)

(6.8)

(7.2)

11.3

Operations and results for the year (in € millions)
Sales
Net profit (loss) before tax, investments and provisions
Income tax
Employee profit-sharing

—

—

—

—

—

(301.1)(14.5)(168.3)(348.4)

583.3

—

—

—

—

—

Per share, profit (loss) after tax, before provisions

3.87

6.44

5.86

2.91

9.43

Per share, profit (loss) after tax and provisions(2.49)(0.12)(1.34)(2.78)

4.58

—

—

—

—

—

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) *

0.7

1.2

0.8

0.8

1.2

0.6

0.7

0.3

0.3

0.6

Social security contributions and employee benefits(in € millions)*282

Compensation of one corporate officer recognized under sub-contracting was not included

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7
7.1

LEGAL INFORMATION

7.1.1 Presentation of the Company

CONTENTSINFORMATIONON THE COMPANY
AND ITS CAPITAL

2
3
284

7.4

284

7.4.1 Provider of securities services296

7.4.2 Ubisoft share data sheet

296

7.4.3 Change in the share market priceover the last 24 months

296

7.4.4 OCEANEs and bonds

298

7.5

300

7.1.2 Factors likely to have an impact
in the event of a public offer (“PO”)

287

7.2

288

SHARE CAPITAL

1

7.2.1 Share capital as at March 31, 2024

288

7.2.2 Potential share capital
as at March 31, 2024

288

7.2.3 Financial authorizations in force
or used during the financial year
ended March 31, 2024

SECURITIES MARKET

ADDITIONAL INFORMATION

296

7.5.1 Persons responsible for the Universal
Registration Document and the
Statutory Auditors

300

289

7.5.2 Information incorporated by reference301

7.2.4 Share buyback

290

7.5.3 Documents available to the public

301

7.3

SHARE OWNERSHIP

292

7.5.4 Financial reporting calendar
for the 2024-25 financial year301

7.3.1 Changes in share capitalin the last three financial years
and up to May 15, 2024

292

7.3.2 Employee share ownership throughcompany mutual funds (FCPE)

292

7.3.3 Breakdown of share capitaland voting rights

293

4
5
6
7
8
9

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7

CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Legal information

7.1

LEGAL INFORMATION

7.1.1

PRESENTATION OF THE COMPANY

Company information/Articles of association

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

Country of incorporation

FranceRCS registration (1)April 9, 1986

Duration
Registration number

284

FranceFrance99 years from registration except in the case of extension or early dissolution(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.

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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;1■ 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.

2

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.
Shareholder rights and obligations

General Meetings(Article 14 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 asa vote cast. In case of a remote vote using an electronic voting form or a vote by proxy given byelectronic 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.

Forms and methodsof shareholding/
Disposal methods(Article 5 of the articles
of association)

The shares of the Company require book-entry under the terms and conditions required by applicablelegal and regulatory provisions.

Rights, privileges andrestrictions attached
to shares(Article 7 of the articles
of association)

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.

3
4
5
6

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.

7

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 share capital increase via thecapitalization of reserves, 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 sharesthat enjoy this right.

8
9

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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
the articles of association do not permit distribution. The General Meeting may, in accordance with theprovisions of article L. 232-18 of the French commercial code, propose an option for payment of
the dividend 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

286

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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 shareholdings

See 7.3

Restrictions in the articles
of association on the exerciseof 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 threshold(s) provided for in the articles of association
results in the shares being deprived of VR (1) (2).

Agreement clauses brought
to the attention of the Company (3)The Company is not aware of any other agreement(s) relating to the securities comprising its
share capital other than the agreement described in 7.3.3.3.

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)The Company is not aware of any other agreement(s) relating to the securities comprising its
share capital other than the agreement described in 7.3.3.3.

Rules governing the appointment
and replacement of membersof the Board and amendmentof the articles of association

Rules in accordance with the provisions of law and the articles of association (see in particular
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 (18th resolution of the 2023 General Meeting) (5) . Authorizations to issue
shares/securities with or without PSR (6) voted by the 2023 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.

5

In the event of a change of control (article L. 233-3 of the French commercial code), the SOP
and/or performance share 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
employees on the date of exercise of the SOP or delivery of the performance shares and (ii)the achievement of the performance conditions, if applicable.

6

Agreements providing forcompensation for Board membersin the event of resignation/
dismissal or loss of employment
due to a PO

1
2
3
4

N/A (see 4.2.1.2)

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 2024 General Meeting(6) Preferential subscription rights

8
9

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7

CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Share capital

7.2

SHARE CAPITAL

7.2.1

SHARE CAPITAL AS AT MARCH 31, 2024

At March 31, 2024, the number of shares outstanding amounted to 127,449,605 ordinary shares with a par value of €0.0775 each, fully
paid up, representing a share capital of €9,877,344.39.
The following table shows the number of shares created and/or canceled between April 1, 2023, and March 31, 2024:
AT 04/01/23

125,520,452

Vesting of free ordinary shares (1)SHARES

46,347 shares

Reserved capital increases (employee share ownership) (2)1,882,806 shares
127,449,605

AT 03/31/24

SHARES(1) It should be noted that during the financial year ended 03/31/24, existing shares were delivered under plans (i) that had expired (plans of 05/15/19, 07/02/19 and
09/18/19) or (ii) in favor of heirs of deceased beneficiaries(2) 25th, 26th and 27th resolutions of the General Meeting of July 5, 2022 (the shares delivered to the FCPE (see 7.3.2) on 09/18/23 as part of the 2023 employee shareownership offer (Press release of 06/08/23) were partly in the form of existing shares (see 7.2.4.2))

7.2.2 POTENTIAL SHARE CAPITAL AS AT MARCH 31, 2024
Free performance share grants (see 4.2.3.5)

Numberof potential shares

Potential
dilution

Attendance and/or performance conditions

4,709,244

3.56%

Numberof potential shares

Potential
dilution

389,8640.30%

OCEANE (see 7.4.4.1) *Numberof potential shares

Potential
dilution

Number of OCEANEs

26,350,752

17.13%

Share subscription options (see 4.2.3.6)

Open and not open*

288

Plans 42, 45, 46, 47 and 48

Issuance of bonds convertible into and/or exchangeable for new or existing shares (OCEANEs) admitted to trading on the Euronext Access™ market in Paris (i) on
09/24/19 maturing in 2024 (2,180,929 OCEANEs entitling the holders to 2,180,929 ordinary shares, following partial repurchase and cancelation of 2,180,930
OCEANEs on 12/06/23),) (ii) on 11/15/22 maturing in 2028 (4,700 OCEANEs entitling the holders to 11,911,913 ordinary shares), and (iii) on 12/05/23 maturing in
2031 (4,945 OCEANEs entitling the holders to 12,257,910 ordinary shares) (see 7.4.4.1)

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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, 2024
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, 2024, 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

Resolutionno.

Duration

09/27/23

03/26/25

18
09/27/23

18 months
03/26/25

19

18 months

Use in FY24
OS: Ordinary shares

1

SHARE BUYBACK PROGRAM
Buy back by the Company of own
shares (1) (2)

10% of K(on buyback date)↘ K by cancelation of treasury shares

10% of K
per 24 months(as of cancelation
date)

Number of OS
held as at 03/31/24:
0 (see 7.2.4)

—

—

2

—

ISSUE OF SECURITIES—€2,400 K (4)€1billion(4)↗ K with waiver of PSR
through a public offering (excluding offerings
referred to in 1 of art. L. 411-2 of the Frenchmonetary and financial code) (5)€950 K↗ K with waiver of PSR
through a public offering (offerings referred
to in 1 of art. L. 411-2 of the Frenchmonetary and financial code) (5)€950 K (4)↗ K to compensate contributions in kind

10% of K at
09/27/23 (4)€1billion€1
billion

Joint ceiling↗ K with maintenance of PSR€10 M

Joint ceiling↗ K by capitalization(reserves, profits, premiums or other)€1billion09/27/23

11/26/25

20
09/27/23

26 months
11/26/25

21
09/27/23

26 months
11/26/25

Number of OS issued:
46,347 (3)

3

—

4

—
22

26 months

09/27/23

11/26/25

23

26 months

09/27/23

11/26/25

24

26 months

Issuance of 4,945
OCEANEs(see 7.4.4.1)

5—

EMPLOYEE SHARE OWNERSHIP↗ K reserved for employees of subsidiaries
enrolled in a savings scheme (PEG)↗ K reserved for employees of subsidiaries
outside France and outside of a PEG↗ K reserved for categories of beneficiaries
as part of an employee share ownershipoffering

1.50% of the K on
the date of theBoard decision (6)—↗ K reserved for employees of subsidiaries
enrolled in a savings scheme (PEG)↗ K reserved for employees of subsidiaries
outside France and outside of a PEG↗ K reserved for categories of beneficiaries
as part of an employee share ownershipoffering
Free performance
share grant(“AGA”)

Employees/Executive
Committee
Executive corporate
managing officers

2% of the K on thedate of the Board
decision (4)4.5% of K at the
grant date (9)0.2% of K at the
grant date (9)—07/05/22

09/04/24

25
07/05/22

26 months
01/04/24

26
07/05/22

18 months
01/04/24

27
09/27/23

18 months
11/26/25

25

26 months

09/27/23

11/26/25

26
09/27/23

18 months
11/26/25

27

18 months

07/05/22

09/04/25

28

38 months——

07/05/22
29

6
Number of OS
issued:1,882,806 (7)7Number of OS
that may be issued:
2,300,000 (8)8Number of AGA allocated:
1,741,123 (see 4.2.3.5)

909/04/25 Number of AGA allocated:
49,715 (see 4.2.3.5)
38 months(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 03/31/24, the 18th resolution of the same nature of the General Meeting of 07/05/22 was used (see 7.2.4)(3) Vesting of free shares (see 7.2.1)(4) Deducted from the overall ceiling of €3.5 million provided for in the 28th resolution of the General Meeting of 09/27/23(5) French monetary and financial code
(6) Deducted from the overall ceiling of €3.5 million provided for in the 30th resolution of the General Meeting of 07/05/22(7) Issue on 09/18/23 as part of the 2024 employee shareholding offer (Press release dated 06/08/23)(8) Launch of the 2024 employee share ownership operation following the Board decisions of 02/07/24(9) Joint ceiling shared by the 28th and 29th resolutions of the General Meeting of 07/05/22

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7

CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Share capital

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 French Financial Markets Authority(Autorité des Marchés Financiers (AMF))’s General Regulation.

7.2.4.1 Legal framework

The Combined General Meeting of September 27, 2023 (the “2023General Meeting”) renewed the authorizations previously granted
to the Board of directors by the Combined General Meeting ofJuly 5, 2022 (the “2022 General Meeting”) allowing the Company,in accordance with article L. 22-10-62 of the French commercial
code, to purchase, on or off the market, a number of shares
representing up to 10% of the Company’s share capital on thebuyback 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)”).
The 2022 and 2023 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, 2024.

7.2.4.2 Situation at March 31, 2024

At March 31, 2024, the Company did not hold any of its own shares; it being recalled that on January 30, 2023, the Company
terminated the liquidity agreement entered into with Exane BNP Paribas in 2019.

Details of transactions during the financial year ended March 31, 2024
(article L. 225-211 of the French commercial code)

415,335

Treasury shares

03/31/23% of share capital(1)

03/31/24

0.33%
689,547 (2)Purchases
FY24transactions

Value

Sales
Transfers

1,104,882

Treasury shares—% of share capital (4)

0.00%

(3)

at purchase price€22,731,236.02

par value€32,188.46

Average purchase price€66.96

Trading fees—

Average selling price—

Trading fees—

Average transfer priceValue€11.16at purchase price—par value—(1) Based on 125,520,452 shares as at 03/31/23(2) Under the prepaid forward agreement on shares entered into with Crédit Agricole Corporate and Investment Bank (CACIB) partially terminated early on 06/14/23(200,000) and 09/07/23 (489,547) (see below)(3) Under the employee share ownership plans (MMO 2023 employee share ownership plan; see press release dated 06/08/23) and free performance share grantplans having expired (plans of 05/15/19, 07/02/19 and 09/18/19) or delivered early to heirs of deceased beneficiaries (07/02/19, 07,01/20, 06/30/21 and 07/05/22))(4) Based on 127,449,605 shares as at 03/31/24

Derivative instruments

Transaction(s) signed during the financial year ended March 31, 2024
No transactions on derivative instruments were signed during the financial year ended March 31, 2024.

Transaction(s) settled during the financial year ended March 31, 2024
Date ofsettlement

Name ofintermediary

06/14/23

(1)

CACIB

(2)

09/07/23

(4)

CACIB

(2)

Purchase/
Sale

Numberof securities

Purchase

200,000(3)

489,547(3)

Purchase

Options/Futures Average pricePremium

Organized market/
over the counter

Partial early
settlement of the
prepaid forward
agreement on shares

€66

N/A

Over the counter

Partial early
settlement of the
prepaid forward
agreement on shares

€66

N/A

Over the counter(1) Partial settlement (200,000 shares out of the balance of 2,445,454 shares remaining following the partial settlement of 1,100,000 shares on 09/08/20 and
1,000,000 shares on 09/08/22): agreement entered into on 03/20/18, to be settled at maturity or early either in cash or in delivery of shares, in return for paymentof the price (initial maturity date of 03/22/21 extended by successive 3-year periods by amendments dated 09/15/20 and 03/11/24) (the “CACIB Agreement”)(2) Crédit Agricole Corporate and Investment Bank
(3) Allocation to the purpose of the hedging of employee share ownership plans(4) Partial settlement (489,547 shares out of the balance of 2,245,454 shares remaining following the partial settlement of 1,100,000 shares on 09/08/20, 1,000,000
shares on 09/08/22 and 200,000 shares on 06/14/23 (see (1)) under the CACIB Agreement290

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CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Share capital t

7Open position(s) at March 31, 2024
Date oftransaction

03/20/18

Name of Purchase/intermediary
Sale

CACIB (1)Purchase

Number ofshares1,755,907 (2)Options/Futures

Expiry date

Term
(Prepaid forward
agreement onshares)03/22/27(except in theevent of early
settlement) (3)Exercise
pricePremium

Organized
market/over the counter

€66

N/A

Over the counter(1) Crédit Agricole Corporate and Investment Bank
(2) Partial early settlements of 1,100,000 shares on 09/08/20, 1,000,000 shares on 09/08/22, 200,000 shares on 06/14/23 and 489,547 shares on 09/07/23(3) Initial term set at 03/22/21 extended for successive 3-year periods by amendments dated 09/15/20 and 03/11/24 (see press release dated 03/11/24)

7.2.4.3 Description of the share buyback
program submitted for approvalto the Combined General Meetingof July 11, 2024

1of the share buyback program (the “2024 Share Buyback”) thatwill be submitted for approval to the Combined General Meetingof July 11, 2024.
Details of the securities liable to be repurchased: ordinary
shares in Ubisoft Entertainment SA listed on Euronext Paris –Compartment A, ISIN code: FR0000054470.

2

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:

3

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 description

04/30/24

K

10% of K

Treasury shares

Shares to be acquired 2024
Share Buyback

127,450,324 shares

12,745,032 shares

0 share(0% of the share capital)

12,745,032 sharesor 10% of the share capital

Maximum purchase price: €120 i.e., based on the share capital
as at April 30, 2024, a maximum amount of €1,529,403,840 and,taking into account the number of shares held by the Company atthe same date described above, €1,529,403,840.
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 awards 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;

4■ 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;

5■ 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;6■ 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.

7

Duration of authorization: 18 months from the General Meetingof July 11, 2024.

8
9

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291

7

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 15, 2024

Date ofBoardordecisionof theChairmanand CEO

Type of transaction
K: Share capital↗ : Increase↘ : Reduction
SOP (1): Exercise

04/07/21

SOP from 12/01/20 to 03/31/21

09/22/21
12/13/21

Amount(in cash)

75,551€5,855.20

(3)

320

SOP from 04/01/21 to 05/31/21

16,191↗ K (capitalization of reserves)
06/21/21

Numberof shares
issued orcanceled↘ 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

IP: Issue Premium

Cumulative
number ofsharesAmount ofshare capital (2)IP: €3,101,875.29

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€(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)04/08/22

SOP from 12/01/21 to 03/31/22

60,598€4,696.35

IP: €2,264,151.75

125,234,102€9,705,642.91

06/24/22↗ K (capitalization of reserves) (5)286,350€22,192.12€(22,192.12)

125,520,452€9,727,835.03(4)

09/18/23↗ K reserved for employees

1,882,806€145,917.47

IP: €44,759,005.64

127,403,258€9,873,752.50

10/27/23↗ K (capitalization of reserves) (5)13,056€1,011.84€(1,011.84)

127,416,314€9,874,764.34

12/06/23↗ K (capitalization of reserves)(5)

11,651€902.95€(902.95)

127,427,965€9,875,667.29

02/08/24↗ K (capitalization of reserves)(5)

14,727€1,141.34€(1,141.34)

127,442,692€9,876,808.63

02/20/24↗ K (capitalization of reserves) (5)6,913€535.76€(535.76)

127,449,605€9,877,344.39

04/05/24(5)

719€55.72€(55.72)

127,450,324€9,877,400.11↗ K (capitalization of reserves)(1) Share subscription options(2) Share capital (leading to a revision of the articles of association and K-bis (company registry document))(3) Vesting of free preference shares (articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French commercial code)(4) Share capital increases reserved for (i) employees that are members of Group savings scheme, and/or (ii) employees outside of the Group savings scheme and (iii)a financial institution as part of the transaction referred to in (ii)(5) Vesting of free ordinary shares (articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French commercial code)

7.3.2 EMPLOYEE SHARE OWNERSHIP THROUGH COMPANY MUTUAL FUNDS(FCPE)
As at March 31, 2024, employees held 4,601,439 shares, or
3.61% 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 Board

292

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

of 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, 2024, the employee
share ownership gave rise to the delivery of both existing sharesand newly created shares on September 18, 2023.

CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Share ownership t

7

7.3.3 BREAKDOWN OF SHARE CAPITAL AND VOTING RIGHTS
7.3.3.1 Change over the last three financial years

SharesGuillemot
Brothers Ltd (3)Yves Guillemot
ClaudeGuillemot
MichelGuillemot
GérardGuillemot
Christian
Guillemot
Other Guillemotfamily members
Guillemot
Corporation SA
FAMILY
CONCERT (5)Tencent
Mobility
Limited

CONCERT (7)Ubisoft
Entertainment
SA
Employees (8)Public float

TOTAL

03/31/24

03/31/23

Grossvotingrights (1)Grossvotingrights (1)Net voting
rights (2)Shares03/31/22
Net voting
rights (2)SharesGrossvotingrights (1)Net voting
rights (2)(in %)(in %)(in %)(in %)(in %)(in %)(in %)(in %)(in %)

17,451,828

23,901,661

23,901,661

17,086,198

23,536,031

23,536,031

16,036,031

23,041,735

23,041,735

13.693%17.249%17.249%13.612%17.251%17.304%12.805%16.770%17.074%

728,084

1,456,168

1,456,168

782,084

1,444,834

1,444,834

990,627

1,929,930

1,929,930

0.571%

1.051%

1.051%

0.580%

1.059%

1.062%

754,776

1,505,878

1,505,878

0.201%

0.367%

0.368%

0.603%

1.096%

1.116%

242,784

485,568

485,568

242,784

481,894

481,894505,325

912,273912,273

0.190%

0.350%

0.350%

0.193%

0.353%

0.354%

0.404%

0.664%

0.676%

199,660

399,320399,320

199,660

399,136

399,136462,201

923,593923,5930.157%

0.288%

0.288%

0.159%

0.293%

0.293%

0.369%

0.672%

0.684%(4)(4)

500,7941.430%

0.364%

504,468(4)

500,794

1.405%

0.364%

504,468(4)

252,234

0.791%(4)

0.198%

252,234(4)

68,493

136,986

136,986

68,493

136,551

136,551

68,493

136,551

136,551

0.054%

0.099%

0.099%

0.055%

0.100%

0.100%

0.055%

0.099%

0.101%

288,504 (4)572,271 (4)572,271 (4)287,628 (4)570,499 (4)570,499 (4)47,03089,381

86,1610.226%

0.413%

0.413%

0.229%

0.418%

0.419%

0.038%

0.065%

0.064%

443,874

887,748887,748443,874

887,748887,748443,874

887,748887,7480.348%

0.641%

0.641%

0.354%

0.651%

0.653%

0.354%

0.646%

0.658%

19,675,461

28,344,190

28,344,190

19,308,955

27,957,487

27,957,487

19,308,357

29,427,089

29,423,869

15.438%20.455%20.455%15.383%20.492%20.555%15.418%21.417%21.803%

12,727,585

12,727,585

12,727,585

12,539,493

12,539,493

12,539,493

5,591,468 (6)5,591,468 (6)5,591,468 (6)9.986%

9.185%

9.185%

9.990%

9.191%

9.219%

4.465%

4.069%

4.143%

32,403,046

41,071,775

41,071,775

31,848,448

40,496,980

40,496,980

—

—

—

25.424%29.639%29.639%25.373%29.683%29.774%

—

—

—

0

0

0

415,335

415,33502,449,019

2,449,019

0

—

—

—

0.331%

0.304%—

1.956%

1.782%—

4,601,439

5,216,619

5,216,619

4,119,939

4,669,457

4,669,457

3,966,620

4,573,554

4,573,554

3.610%

3.765%

3.765%

3.282%

3.423%

3.433%

3.167%

3.329%

3.389%

90,445,120

92,282,979

92,282,979

89,136,730

90,849,780

90,849,780

93,918,638

95,358,940

95,362,160

70.965%66.596%66.596%71.014%66.590%66.793%74.994%69.402%70.664%

1
2
3
4
5
6
7

127,449,605 138,571,373 138,571,373 125,520,452 136,431,552 136,016,217 125,234,102 137,400,070 134,951,051

100%

100%

100%

100%

100%

100%

100%

100%

8

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) Acquisition of 2,000,016 shares under an agreement signed on 09/01/17, with an extended hedging amounting to 55,871 shares, expiring on 09/19/25 (further toamendments dated 09/19/19, 05/11/22 and 05/16/24), accompanied with promises of sale or purchase that may be settled with securities (pledged to the bank andwhich may be borrowed by it under certain terms and conditions) or in cash
Acquisition of 3,030,303 shares on 03/20/18 in connection with the sale by Vivendi SA of its shareholdings through structured financing: (i) a prepaid forward
agreement (2,424,242 shares) with either physical or cash settlement and (ii) a prepaid 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 2025 (amendments dated 03/19/21 and 03/21/24) or by early settlement
at the initiative of Guillemot Brothers Ltd(4) Ubisoft shares donated by Claude Guillemot to his three children and his wife on 02/20/23(5) The family concert, comprising Guillemot Brothers Ltd, Guillemot Corporation SA and the Guillemot family, held 8,668,729 shares with double voting rights
at 03/31/24(6) Investment agreement entered into on 03/20/18 with Tencent Mobility Limited (AMF notice number 218C0646), terminated on 09/06/22 (7)(7) Within the meaning of article L. 233-10 of the French commercial code, following the agreement entered into on 09/06/22 between the Company, the family
concert and Tencent Mobility Limited (AMF notice number 222C2192) (see 7.3.3.3)(8) Shares held by employees through Company mutual funds (FCPE) (see 7.3.2)

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

9

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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, 2024
Share capital

Gross voting rights (1)Net voting rights (2)Numberof securities%

Number%Number%17,451,828

13.693%23,901,661

17.251%

23,901,661

17.251%

Yves Guillemot

728,084

0.571%

1,456,168

1.051%

1,456,168

1.051%

Claude Guillemot

252,234

0.198%

504,468

0.364%

504,468

0.364%

Michel Guillemot

242,784

0.190%

485,5680.350%

485,5680.350%

Gérard Guillemot

199,660

0.157%

399,3200.288%

399,3200.288%

Christian Guillemot

68,4930.054%

136,986

0.099%

136,986

0.099%

Other Guillemot family
members

288,5540.226%

572,3210.413%

572,3210.413%

Guillemot Corporation SA

443,874

0.348%

887,7480.641%

887,7480.641%

19,675,511

15.438%28,344,240

20.457%28,344,240

20.457%

12,727,585

9.986 %

12,727,585

9.186%

12,727,585

9.186%

32,403,096

25.424%

41,071,825

29.643%41,071,825

29.643%

Guillemot Brothers Ltd

FAMILY CONCERT
Tencent Mobility Limited
CONCERT
Ubisoft Entertainment SA
Employees (3)Public float
TOTAL

0

—

4,570,016

3.586%

90,477,212
127,450,324

0—5,173,877

3.734%

70.990%92,309,067

100%

138,554,769

0—

5,173,877

3.734%

66.623%92,309,067

66.623%

100%

138,554,769

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) Shares held by employees through Company mutual funds (FCPE) (see 7.3.2)

7.3.3.3 Shareholder agreement(s) relating
to the securities comprising theCompany’s share capital

No restrictions on share capital transactions: no restrictions
on transactions in the Company’s capital (including any capitalincrease) are provided for under the agreement.

The main clauses of the agreement entered into on September 6,
2022, between the Company, the family concert and Tencent
Mobility Limited (“Tencent”), as recalled below, were publishedon the AMF website (notice number 222C2192 of September 12,2022) pursuant to the provisions of article L. 233-11 of the Frenchcommercial code:
No restriction in the event of a public offer: members of the
Guillemot family, Guillemot Corporation SA and Guillemot
Brothers Ltd may freely sell the Company’s securities (the“Ubisoft Securities”) to any third party in the event of a public
offer for the Company’s securities.

Lock-up period: Tencent has committed not to sell its Ubisoft
Securities for a period of five years, except for transfers to an“affiliate”.
Right of first refusal: at the end of the lock-up period and until
the expiry of the agreement, any proposed sale by Tencent of its
Ubisoft Securities to an identified third party will be subject to aright of first refusal for members of the Guillemot family,
Guillemot Corporation SA and Guillemot Brothers Ltd (with theoption of substitution).
Pursuant to this agreement and in accordance with the provisionsof article L. 233-10 of the French commercial code, the family
concert and Tencent are deemed to act in concert with respect to
the Company.

7.3.3.4 Shareholder(s) holding more than 5% of the share capital as at May 15, 2024 (1)Shareholder

Tencent Mobility Limited(5)

The Capital Group Companies, Inc. (6)% capital (2)% gross voting rights (2) (3)% net voting rights (2) (4)

9.99%

9.19%

9.19%

5.39%

4.96%

4.96%

(1) Information provided on the basis of statements made to the AMF summarized below and to the Company, or contained in the list of registered shareholders
managed by Uptevia(2) Based on the number of shares and voting rights as at April 30, 2024
(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) Controlled by Tencent Holdings Limited, acting in concert under the agreement entered into on 09/06/22 with the family concert (see 7.3.3.3)(6) 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)294

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CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Share ownership t

7

7.3.3.5 Crossing of legal thresholds

During the financial year ended March 31, 2024, and until May 15, 2024 (the “Period”), it was disclosed that the following legal
thresholds had been crossed:
Name ofshareholder(s)Fil Limited(1)

The Capital Group
Companies, Inc. (2)Concert (Guillemotfamily concert
and Tencent Mobility
Limited (3))
Crédit Agricole
Corporate Investment
Bank (CACIB) (5) (6)Threshold(s)crossed(in %)

5%
5%

25% (4)

Share capital or
voting rights

Thresholdcrossing

Last crossing
during the Period

Other crossings during the Period

Share capital

Downward

08/23/23—

Voting rights

Downward

07/28/23—

Voting rights

Upward04/25/23—

Downward

10/11/23—

Upward

10/12/23—

Downward

08/03/23—

Upward09/18/23—

Downward

21/03/24

06/28/23

Upward04/04/24

04/21/23 - 10/05/23

Downward

02/22/24

09/20/23 - 10/10/23 - 12/04/23 01/29/24

Upward03/15/24

Downward

02/22/24

Upward03/15/24

Downward

06/22/23—

Downward

04/12/23

09/20/23 - 10/10/23

Upward03/15/24

10/05/23 - 10/23/23 - 12/01/23

Downward

10/10/23

09/20/23

Share capital

Share capital
10% (7)
Voting rights

Share capital
JP Morgan Chase& Co. (8) (9)5%Voting rights
Share capital
10%
and voting rights

JP Morgan Securities
plc (9)

Share capital5%
Voting rights

Morgan Stanley (8)5%Share capitalMorgan Stanley & Co.
International plc (10)5%

Share capital
CapitalUBS Group AG (8)5%Voting rights

12
3

10/05/23 - 10/23/23 - 12/01/23- 01/25/24 - 02/07/24
09/20/23 - 10/10/23 - 12/04/23- 01/29/24
10/05/23 - 10/23/23 - 12/01/23 01/25/24 - 02/07/24

Upward

10/23/23

10/05/23

Downward

05/09/24—

Upward04/30/24—

Downward

05/08/24—

Upward04/30/24—

Downward

01/17/24

12/19/23

Upward01/02/24

11/28/23

Downward

01/17/24

12/19/23

Upward01/02/24

11/28/22

4567(1) FIL Limited is a holding company of an independent group of companies, acting on behalf of funds, commonly known as Fidelity Investments(2) 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)(3) Controlled by Tencent Holdings Limited(4) Declaration of intent when the threshold was crossed upward on 10/12/23 (25% in share capital)(5) Controlled by Crédit Agricole SA(6) These threshold crossings notably include acquisitions or sales of Ubisoft shares held by assimilation under prepaid forward contracts entered into on 03/20/18
with Guillemot Brothers Ltd (see 7.3.3.1 – Note (3)) or Ubisoft (see 7.2.4.2, “Derivative instruments”). CACIB also acts as a structuring bank for the Group’s
leveraged and secured employee share ownership offers, involving on- and off-market hedging transactions (purchases, sales, loans or borrowings of shares, etc.)
throughout the duration of these transactions(7) Declarations of intent when upper thresholds are crossed (10% in share capital on 09/18/23 and in voting rights on 04/21/03, 10/05/23 and 04/04/24)(8) Indirect crossings crossed through controlled company(ies)(9) In particular, these threshold crossings include acquisitions or sales of Ubisoft shares held by assimilation under forward sales contract entered into with Guillemot
Brothers Ltd on 09/01/17 (see 7.3.3.1 – Note (3))(10)Controlled by Morgan StanleyUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

8
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CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Securities market

7.4

SECURITIES MARKET

7.4.1

PROVIDER OF SECURITIES SERVICESUPTEVIAUBISOFT Shareholder Relations
90-110, esplanade du Général de Gaulle
92931 Paris La Défense Cedex
Tel.: +33 (0)1 57 78 34 44

7.4.2 UBISOFT SHARE DATA SHEETISIN code

FR0000054470

Place of listing

Euronext Paris – Compartment A

Par value€0.0775

Number of shares outstanding as at 03/31/24

127,449,605

Closing market price as at 03/28/24 *€19.505

Market capitalization as at 03/31/24€2,485,904,545.53

Initial public offering price on 07/01/96€38.11Five-for-one stock split on 01/17/00€7.62

Two-for-one stock split on 12/11/06€3.81

Two-for-one stock split on 11/14/08

€1.90

*

Market closed on 03/29, 03/30 and 03/31/24 – Source Euronext

7.4.3 CHANGE IN THE SHARE MARKET PRICE OVER THE LAST 24 MONTHS
Highest price

Lowest price

Volume tradedMay 2022€50.24€38.5015,415,505

June 2022€49.07€41.41

7,981,756

July 2022€44.46€38.83

10,001,843

August 2022

€50.92€40.1813,192,499

September 2022

€45.55€28.1818,584,495

October 2022

€29.84€25.46

13,651,693

November 2022

€28.58€23.82

13,547,209

December 2022
2023

€28.78€25.28

11,419,588

January 2023

€28.16€18.06

21,076,910

February 2023

€21.42€18.73

20,643,712

March 2023

€24.54€20.13

19,163,211

April 2023

€26.64€22.93

9,982,418

May 2023€27.13€22.55

12,200,507

June 2023€28.56€24.81

9,246,215

July 2023€30.89€23.73

7,956,624

August 2023

€30.66€26.82

6,043,853

September 2023

€31.60€27.077,040,422

October 2023

€30.72€25.008,415,009

November 2023

€30.70€25.15

7,119,484

December 2023

€26.13€22.098,667,591

January 2024

€23.73€18.98

11,183,472

February 2024

€24.60€19.36

11,997,008

March 2024

€21.32€18.47

12,002,159

April 2024

€22.37€19.12

8,733,105Month(in euros)(in euros)(in shares)

2022

2024

296

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

INFORMATION ON THE COMPANY AND ITS CAPITAL
Securities market t

7

SHARE PRICE
60

50

40

30

20

1

10

0

May-22 June-22 July-22 Aug-22 Sept-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 June-23 July-23 Aug-23 Sept-23 Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24

Highest price (in €)2

Lowest price (in €)VOLUME ÉCHANGÉ ( EN ACTIONS)VOLUME TRADED (IN SHARES)
22,500,000

320,000,000
17,500,000
15,000,000

412,500,000
10,000,000
7,500,000

55,000,000
2,500,000
0May-22 June-22 July-22 Aug-22 Sept-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 June-23 July-23 Aug-23 Sept-23 Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24 Apr-24

6
7
8
9

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CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Securities market

7.4.4 OCEANES AND BONDS
7.4.4.1 OCEANEs“2019” OCEANEs
09/24/19 (1)Issue date
Number of OCEANEs issued / issue amount

Number4,361,859

Amount€499,999,897.17

Par value€114.63 (issue premium of 65%)

Issue price105.25% of par

Conversion/exchange price

Par value

Nominal rate – Annual interest

N/A

Conversion ratio

1 new or existing share for 1 OCEANE

Date of settlement/delivery

09/24/19

Bond duration

5 years

Maturity date(2)

09/24/24

Investment (3)Listing of OCEANEs

In France and outside France (4)Euronext Access™ market in Paris (ISIN code FR0013448412)

Dividend rights of underlying shares
OCEANEs converted and/or exchanged in ordinary shares FY24
OCEANEs repurchased / redemption FY24 (5)OCEANEs as at 03/31/24

Immediate dividend rights
NumberN/A

AmountN/A

Number2,180,930

Amount€250,000,005.90

Number2,180,929

Amount€249,999,891.27(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) (See (5))(3) With qualified investors as defined in article 2 point (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 06/14/17 (“Prospectus”
Regulation)(4) With the particular exception of the United States of America, Australia and Japan(5) Partial repurchase at a unit price of 110.70 euros (settlement-delivery on 12/06/23) subject to the prior issue of 2023 OCEANEs (see press releases dated 11/27/23
and 11/28/23)“2022” OCEANEs
11/15/22 (1)Issue date
Number of OCEANEs issued / issue amount

Number

4,700

Amount€470,000,000

Par value€100,000

Issue price
Conversion/exchange priceAt par
€39.4563 (corresponding to an issue premium of 47.50%)

Nominal rate – Annual interest

2.375%

Conversion ratio

2,534.4495 new or existing shares for 1 OCEANE

Date of settlement/delivery

11/15/22

Bond duration

6 years

Maturity date (2)11/15/28

Investment (3)Listing of OCEANEs

In France and outside France (4)Euronext Access™ market in Paris (ISIN code FR001400DV38)

Dividend rights of underlying shares
OCEANEs converted and/or exchanged in ordinary shares FY24
OCEANEs repurchased / redemption FY24 (5)OCEANEs as at 03/31/24

Immediate dividend rights
NumberN/A

AmountN/A

NumberN/A

AmountN/A

Number

4,700

Amount€470,000,000(1) Delegation of authority of the General Meeting of 07/05/22 (23rd resolution)/Subdelegation of the Board of directors to the Chairman and Chief Executive Officer on
09/01/22(2) Early redemption possible at the option of the Company under certain conditions (see press release dated 11/08/22)(3) With qualified investors as defined in article 2 point (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 06/14/17 (“Prospectus”
Regulation)(4) With the particular exception of the United States of America, Australia and Japan

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INFORMATION ON THE COMPANY AND ITS CAPITAL
Securities market t

7“2023” OCEANEs
12/05/23 (1)Issue date
Number of OCEANEs issued / issue amount

Number4,945

Amount€494,500,000.00

Par value€100,000

Issue priceAt parConversion/exchange price€40.3413 (corresponding to an issue premium of 47.50%)

Nominal rate – Annual interest

2.875%

Conversion ratio

2,478.8492 new or existing shares for 1 OCEANE

Date of settlement/delivery

12/05/23

Bond duration

8 years

Maturity date (2)1

12/05/31

Investment (3)In France and outside France (4)Listing of OCEANEs

Euronext Access™ market in Paris (ISIN code FR001400MA32)

Dividend rights of underlying shares
OCEANEs converted and/or exchanged in ordinary shares FY24
OCEANEs repurchased / redemption FY24

2

Immediate dividend rights(5)

OCEANEs as at 03/31/24

NumberN/A

AmountN/A

NumberN/A

AmountN/A

Number4,945

Amount€494,500,000

3rd(1) Delegation of authority of the General Meeting of 09/27/23 (23 resolution)/Subdelegation of the Board of directors to the Chairman and Chief Executive Officer on
10/26/23(2) Early redemption possible at the option of the Company under certain conditions (see press release dated 11/28/23)(3) With qualified investors as defined in article 2 point (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 06/14/17 (“Prospectus”
Regulation)(4) With the particular exception of the United States of America, Australia, Canada and Japan4

7.4.4.2 Bonds outstanding as at March 31, 2024
Date5

11/24/20

Term

7 years

Total par value€600,000,000

Annual interest

0.878%

Number of bonds

6,000

Par value

6€100,000ISIN code

FR0014000O87

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
8

The prospectus relating to the listing of the bonds can be consulted on the AMF website: www.amf-france.org.

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7

CONTENTSINFORMATION ON THE COMPANY AND ITS CAPITAL
u Additional information

7.5

ADDITIONAL INFORMATION

7.5.1

PERSONS RESPONSIBLE FOR THE UNIVERSAL REGISTRATIONDOCUMENT AND THE STATUTORY AUDITORSName and function of the person responsible for the Universal Registration Document/
Person responsible for the information
Yves Guillemot

Chairman and Chief Executive Officer
2, avenue Pasteur
94160 Saint-MandéTel.: +33 (0)1 48 18 50 00
www.ubisoft.com – Investors Center

Statement by the person responsible for the Universal Registration Document“I confirm that the information contained in this Universal Registration Document is, to the best of my knowledge, accurate and freefrom 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.”
Signed in Saint-Mandé, on June 20, 2024
Yves Guillemot,
Chairman and Chief Executive Officer

Statutory Auditors
Principal auditors

Alternate auditor

Date of 1st appointment

KPMG SA
represented by Gwenaël Chédaleux
7, boulevard Albert Einstein
44300 Nantes

Expiry of current term

N/A

2003

2025

MAZARS SA
represented by Julien Maulavé
12, rue Anita Conti
56000 Vannes

N/A

2016

2028

Fees for the period between April 1, 2023 and March 31, 2024 are detailed in 6.1.2.22 (article L. 821-4, I of the French commercial code).

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INFORMATION ON THE COMPANY AND ITS CAPITAL
Additional information t

7

7.5.2 INFORMATION INCORPORATED BY REFERENCE
Pursuant to article 19 of Regulation (EU) 2017/1129, the following
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, 2023, presented on pages 188 to 285 of the
Universal Registration Document filed with the AMF on
July 20, 2023, under no. D.23-0617;■ the consolidated and separate financial statements and therelevant Statutory Auditors’ reports for the financial year
ended March 31, 2022, presented on pages 180 to 274 of the
Universal Registration Document filed with the AMF on
June 14, 2022, under no. D.22-0502.
The parts of these documents not included are either not
applicable to the investor or covered by another section of the
Universal Registration Document.

1

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).

2

The information on this site is not part of this Universal
Registration Document unless it is expressly incorporated forreference purposes.

3

7.5.4 FINANCIAL REPORTING CALENDAR
FOR THE 2024-25 FINANCIAL YEAR

4

Dates

Q1 salesWeek of July 15, 2024

H1 results

Week of October 28, 2024

Q3 salesWeek of February 10, 2025

Year-end results

5

Week of May 12, 2025

These dates are provided for information purposes only and will be confirmed during the year.

6
7
8
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8
8.1

2024 GENERAL MEETINGAGENDA

CONTENTS

2024 GENERALMEETING

1
2
3

304

8.2

PRESENTATION AND TEXTOF DRAFT RESOLUTIONS

4305

8.2.1 Ordinary General Meeting305

8.2.2 Extraordinary General Meeting311

8.2.3 Ordinary and Extraordinary General
Meeting

324

5
6
7
8
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CONTENTS

2024 GENERAL MEETING
u 2024 General Meeting agenda

8.1 2024 GENERAL MEETING AGENDA
ORDINARY GENERAL MEETING
1.

Approval of the separate financial statements for thefinancial year ended March 31, 20242.

Allocation of earnings
March 31, 2024

3.

Approval of the consolidated financial statements for thefinancial year ended March 31, 2024

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, 2024

6.

Approval of the components of the compensation andbenefits paid during the financial year ended March 31, 2024,
or granted in respect of the same financial year to Yves
Guillemot, Chairman and Chief Executive Officer

7.

8.

for

the

financial

year

ended

Approval of the components of the compensation andbenefits paid during the financial year ended March 31, 2024,
or granted in respect of the same financial year to Claude
Guillemot, Deputy Chief Executive Officer
Approval of the components of the compensation andbenefits paid during the financial year ended March 31, 2024,
or granted in respect of the same financial year to Michel
Guillemot, Deputy Chief Executive Officer

9.

Approval of the components of the compensation andbenefits paid during the financial year ended March 31, 2024,
or granted in respect of the same financial year to Gérard
Guillemot, Deputy Chief Executive Officer

10. Approval of the components of the compensation andbenefits paid during the financial year ended March 31, 2024,
or granted in respect of the same financial year to Christian
Guillemot, Deputy Chief Executive Officer
11. Approval of the compensation policy applicable to the
Chairman and Chief Executive Officer
12. Approval of the compensation policy applicable to the
Deputy Chief Executive Officers
13. Approval of the compensation policy applicable to thedirectors
14. Renewal of Yves Guillemot’s appointment as director
15. Renewal of Claude Guillemot’s appointment as director
16. Renewal of Gérard Guillemot’s appointment as director
17. Renewal of John Parkes’ appointment
representing employee shareholders

asdirector

18. Appointment of Mazars SA as auditor in charge of certifying
sustainability information
19. Authorization granted to the Board of directors to trade in
the Company’s shares

EXTRAORDINARY GENERAL MEETING
20. Authorization granted to the Board of directors in order toreduce the share capital by cancelation of the own shares
held by the Company
21. 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
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 grant of debt securities, with maintenance of preferential
subscription rights
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 grant of debt securities, with waiver of preferential
subscription rights through a public offering, excluding theofferings referred to in 1° of article L. 411-2 of the Frenchmonetary and financial code
24. 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 grant 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”)

25. 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
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, for the benefit of membersof 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 employees and/or corporate officers of certain subsidiaries of the Company
within the meaning of article L. 233-16 of the Frenchcommercial code, for which the registered office is locatedoutside France, excluding company or Group savings
schemes
28. 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 ofbeneficiaries under an employee share ownership offering
29. Overall ceiling for the capital increases

ORDINARY AND EXTRAORDINARY GENERAL MEETING
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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, 2024, as approved by the Board of
directors on May 15, 2024, after review by the Audit and Risk 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 profit of €583,300,931.24;• the consolidated financial statements (6.1 of the Universal Registration Document), with a profit of €157,804,059.50.
■ Resolution 2: It is proposed that the Retained Earnings account be cleared to the extent of the profit shown in the Company’s
separate financial statements.

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, 2024, as presented to them, which show a net profitof €583,300,931.24 together with the transactions reflected inthese financial 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, 2024, as presented to them,which show a net profit of €157,804,060, together with theoperations reflected in these financial statements or summarized
in these reports.

(Approval of the separate financial statements
for the financial year ended March 31, 2024)

3(Approval of the consolidated financial statements
for the financial year ended March 31, 2024)

SECOND RESOLUTION

45(Allocation of earnings for the financial year ended
March 31, 2024)

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 profit
for the financial year ended March 31, 2024, as follows:
Profit7€583,300,931.24

Allocation to Retained
Earnings€583,300,931.24

Prior Retained Earnings€(832,253,966.46)

Balance of the Retained Earnings
account after allocation€(248,953,035.22)

8

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

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CONTENTS

2024 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), reporting that no new agreement was
authorized by the Board of directors and entered into during the financial year ended March 31, 2024. It also includes
information relating to an agreement authorized and entered into during the prior financial year continued for the pastfinancial year.

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 referred to in articles L. 225-38 et seq. of theFrench commercial code, approves said report in all its provisions

stating that no new agreement and/or commitment has beenauthorized and/or entered into for the financial year ended
March 31, 2024, and that information has been provided relating
to one agreement authorized and/or entered into during the priorfinancial year continued for the past financial 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 article L. 22-10-9, I of the same Code for the financial year ended March 31, 2024, 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, 2024, or allocatedfor the same financial year in accordance with the compensation policy approved by the General Meeting of September 27, 2023,
as set out in 4.2.2.2 of the Universal Registration Document, be approved by the “Individual Ex Post” 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, 2024, 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, 2024)
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 article
L. 22-10-9, I 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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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

SIXTH RESOLUTION(Approval of the components of the compensation and benefits
paid during the financial year ended March 31, 2024, or granted
in respect of the same financial year to Yves Guillemot, Chairman
and Chief Executive Officer)
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 and exceptional
components making up the total compensation and benefits ofany kind whatsoever paid during the financial year ended
March 31, 2024, or granted in relation to the same financial year
to Yves Guillemot, due to his duties of Chairman and Chief
Executive Officer, as presented in the corporate governancereport 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

2024 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 and exceptional
components making up the total compensation and benefits ofany kind whatsoever paid during the financial year ended
March 31, 2024, or granted in relation to the same financial year
to Claude Guillemot, due to his duties of Deputy Chief Executive
Officer, as presented in the corporate governance report definedin 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 and exceptional
components making up the total compensation and benefits ofany kind whatsoever paid during the financial year ended
March 31, 2024, or granted in relation to the same financial year
to Gérard Guillemot, due to his duties of Deputy Chief Executive
Officer, as presented in the corporate governance report definedin 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 and exceptional
components making up the total compensation and benefits ofany kind whatsoever paid during the financial year ended
March 31, 2024, or granted in relation to the same financial year
to Michel Guillemot, due to his duties of Deputy Chief Executive
Officer, as presented in the corporate governance report definedin 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, II of
the French commercial code, the fixed, variable and exceptional
components making up the total compensation and benefits of any
kind whatsoever paid during the financial year ended
March 31, 2024, or granted in relation to the same financial year to
Christian Guillemot, due to his duties of Deputy Chief Executive
Officer, as presented in the corporate governance report defined inarticle 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, 2024, or granted
in 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, 2024, or granted
in 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, 2024, or granted
in 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, 2024, or granted
in respect of the same financial year to Christian Guillemot,
Deputy Chief Executive Officer)

3
4
5

Resolutions 11 to 13: “Ex Ante” vote
Objective and purpose

6

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; and7■ Resolution 13: for the directors.

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 applicableto the Chairman and Chief Executive Officer)(Approval of the compensation policy applicableto the Deputy Chief Executive Officers)UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

8
9

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CONTENTS

2024 GENERAL MEETING

u Presentation and text of draft resolutions

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).

RESOLUTIONS 14 TO 16
Renewal of three directors’ terms of office
Objective and purpose
In connection with the expiry of the terms of office as directors of Yves Guillemot, Claude Guillemot and Gérard Guillemot, the Boardof directors, following the recommendations of the Nomination, Compensation and Governance Committee, has decided to propose
the renewal of their term of office for a duration of four years.
Their respective biography appears in 4.1.1.2.2 of the Universal Registration Document.

FOURTEENTH RESOLUTION(Renewal of Yves Guillemot’s appointment as director)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Board of directors’ report and acknowledging that theappointment as director of Yves Guillemot will expire at the closeof this meeting, resolves to renew said appointment for a term offour years, which will expire at the end of the Ordinary General
Meeting convened to approve the financial statements for thefinancial year ending March 31, 2028.

FIFTEENTH RESOLUTION(Renewal of Claude Guillemot’s appointment as director)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Board of directors’ report and acknowledging that theappointment as director of Claude Guillemot will expire at theclose of this meeting, resolves to renew said appointment forterm of four years, which will expire at the end of the Ordinary
General Meeting convened to approve the financial statements
for the financial year ending March 31, 2028.

SIXTEENTH RESOLUTION(Renewal of Gérard Guillemot’s appointment as director)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Board of directors’ report and acknowledging that theappointment as director of Gérard Guillemot will expire at theclose of this meeting, resolves to renew said appointment for aterm of four years, which will expire at the close of the Ordinary
General Meeting convened to vote on the financial statements
for the financial year ending March 31, 2028.

RESOLUTION 17
Renewal of the term of office of the director representing employee shareholders
Objective and purpose■ Resolution 17: It is proposed to renew the term of office of the director representing employee shareholders, which expires atthe close of the present Meeting, for a further term of four years, following his appointment as a candidate by the members of thecompany mutual funds (FCPE) Supervisory Board and by the employee shareholder representative duly elected for this purpose by
the employees holding registered shares, as referred to in article L. 225-102 of the French commercial code and pursuant to article
8.3 of the Company's articles of association.

SEVENTEENTH RESOLUTION(Renewal of John Parkes’ appointment as director representing employee shareholders)
The General Meeting, voting in accordance with the quorum andmajority conditions required for ordinary general meetings, having
read the Board of directors’ report and acknowledging that theappointment as director representing the employee shareholders
of John Parkes will expire at the close of this meeting, resolves,following his appointment as a candidate under the terms and

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conditions referred to in article 8.3.3 of the articles of association,
to renew said appointment for a term of four years, expiring at theclose of the Ordinary General Meeting convened to vote on thefinancial statements for the financial year ending March 31, 2028.

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8

RESOLUTION 18
Appointment of Mazars SA as auditor in charge of certifying sustainability information
Objective and purpose■ Resolution 18: Pursuant to article L. 233-28-4 of the French commercial code, which will come into force on January 1, 2025, theGeneral Meeting must appoint an auditor to be responsible for the certification of sustainability information.
Article L. 821-41 of the French commercial code allows companies required to publish consolidated sustainability information toappoint several auditors, or one auditor and an independent third-party organization, to carry out the initial certification of thisinformation.

1

Article 38 of ordinance no. 2023-1142 of December 6, 2023 stipulates that for the first certification engagement ofsustainability information taking place after the entry into force of the said ordinance, the auditor of the person or entity may be
appointed for the remainder of the term of office under the certification engagement of the accounts.
The Board of directors therefore proposes, on the recommendation of the Audit and Risk Committee, under the 18th resolution,
to appoint Mazars SA as auditor responsible for the certification of sustainability information, for the remainder of its termof office as auditor responsible for the certification of the accounts, i.e. for a period of four financial years, expiring at the closeof the General Meeting convened to vote on the financial statements for the financial year ending December 31, 2028.

2

EIGHTEENTH RESOLUTION

3(Appointment of Mazars SA as auditor in charge of certifying sustainability information)
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 Mazars SA
as auditor in charge of certifying sustainability information, for theremainder of its term of office as auditor in respect of thecertification of the accounts, i.e. for a period of four financial years
expiring at the close of the Ordinary General Meeting convened tovote on the financial statements for the financial year ending
March 31, 2028.

4

RESOLUTION 19
Share buyback program

5

Objective and purpose■ Resolution 19: As is the case each year, it is proposed to renew the authorization granted to the Board of directors toacquire shares in the Company as part of the share buyback program.

6

The objectives of the buyback program are detailed in 2. of Resolution 19 and the description of the buyback program isset out in 7.2.4.3 of the Universal Registration Document. These objectives include the cancelation of the treasury shares
held by the Company, the subject of Resolution 20.
In the event of a public offer 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.

7

As at April 30, 2024, the Company held none of its own shares.

• Ceiling: 10% of the share capital on the buyback date.
• Maximum buyback price: €120 per share (excluding acquisition costs).
• Indicative maximum budget (based on the share capital and own shares as at April 30, 2024): €1,529,403,840
corresponding to 12,745,032 shares.

8• Duration of authorization: 18 months.

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NINETEENTH 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 in accordance withthe provisions of articles L. 22-10-62 et seq. of the Frenchcommercial code and with (EU) Regulation no. 596/2014 of theEuropean Parliament and of the Council of April 16, 2014, and thecorresponding 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:• 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 thedate 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• 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, demergers, or contributions), in
accordance with the law;
2. resolves that this authorization may be used for the following
purposes:• 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 otherawards or transfers 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,• 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, 2024, comprised of 127,450,324
shares, a maximum of 12,745,032 shares, representing amaximum of €1,529,403,840,• 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,• shares may be bought back, assigned, transferred or
exchanged, on one or more occasions, directly or by any third
party under the conditions set out in article L. 225-206, II of
the French commercial code, on any market or off market,
including via Multilateral Trading Facilities (MTF) or any
systematic internalizer or over-the-counter, via any means
including the acquisition or assignment of blocks of shares,
via derivative financial instruments or securities granting
access to the Company’s share capital and via theintroduction of option strategies, in accordance with the legal
and statutory provisions applicable as of the date of thetransactions in question;
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 reallocation 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.

• 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,

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.

• to cancel in whole or in part any shares repurchased under
the conditions defined by law, subject to the adoption of
the twentieth resolution by the Extraordinary General
Meeting,

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.

• 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;

310

3. resolves that:UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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8

8.2.2 Extraordinary General Meeting
RESOLUTION 20
Cancelation of treasury shares
Objective and purpose■ Resolution 20: 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

TWENTIETH RESOLUTION(Authorization granted to the Board of directors in order to reduce the share capital by cancelation of the own shares held by the Company)
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. 22-10-62 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 cancelation of
all or part of the shares held by the Company or potentially held
as a consequence of the various share purchase authorizations
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

RESOLUTIONS 21 TO 25
Financial authorizations

6

It is proposed to renew the so-called “financial” delegations granted to the Board of directors by the General Meeting of
September 27, 2023 – these delegations cannot be used during a public offer 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.

7

The summary table on the use of financial delegations and authorizations in force as of March 31, 2024, is set out in 7.2.3 of
the Universal Registration Document.

€10,000,000

R. 22 ä with maintenance of PSR (1)€2,400,000 or approximately
24% of the K (4)R. 23

Public offering (2)(1)ä with waiver of PSR

R. 24

Public offering (L. 411-2 1°
French monetaryand financial code) (3)R. 25 ä Remuneration of contributions in kind (1)〉€950,000 or approximately
10% of the K (4)〉10% maximum of the K (4)

〉

R. 29

through the capitalization of reserves, profits

R. 21 äor premiums

Joint ceiling

The conditions and ceilings provided for in these resolutions are summarized below (“R”: Resolution/“K”: share capital).

〉

89Nominal ceiling€3,500,000
or approximately
35% of the K (4)including R. 26
to R. 28
(employee shareownership)(1) The total nominal amount of securities representing debt securities may not exceed €1,000,000,000(2) Offerings 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) Offerings 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, 2024: €9,877,400.11

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Resolution 21: Capital increases through the capitalization of reserves, profits, premiums or otherObjective and purpose■ Resolution 21: 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 granting freeshares to shareholders or by increasing the par value of existing shares), that is, without dilution for shareholders and without
modification of the Company’s equity.
• Duration of authorization: 26 months.

TWENTY-FIRST 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 by granting free shares orby the joint use of these two processes;
2. resolves that:• the maximum nominal amount of the share capitalincreases that may be carried out, immediately and/or in
the future, pursuant to this delegation may not exceed€10,000,000,• the ceiling of this delegation is autonomous and separate
from the overall ceiling provided for in the twenty-ninth
resolution of this Meeting,• the nominal amount of the Company’s ordinary shares tobe issued, where appropriate, to preserve, in accordancewith the legal and regulatory provisions and applicable
contractual stipulations specifying other cases ofadjustments, the rights of holders of securities or otherrights granting access to the capital of the Company, shallbe added to this amount;
3. 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;

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4. delegates all powers to the Board of directors, with the rightof sub-delegation under the conditions set by law andregulations, to implement this delegation of authority and, inparticular:• set the terms of issue, the amount and nature of the sums
to be incorporated in the share capital,• 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 theFrench commercial code, that fractional rights shall not 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,• set and make any adjustments to take into account the
impact of transactions on the Company’s capital and set
the terms according to which, where applicable, the rights
of holders of securities granting access to the Company’s
share capital will be preserved,• acknowledge the completion of each capital increase andmake the corresponding amendments to the articles ofassociation,• 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.
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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8Resolution 22: Issue of shares and/or securities granting access to the share capitalwith maintenance of preferential subscription rights
Objective and purpose■ Resolution 22: 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.
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 as of right and, if the Board so decides, in excessof their rights to the Ubisoft shares and the securities that would be issued on the basis of this resolution.

1• Ceilings:▪

Capital increase: €2,400,000 within the overall ceiling of €3,500,000 (resolution 29);▪

Debt securities giving immediate or long-term access to the capital: €1,000,000,000 – joint ceiling (resolutions 22
to 25).

2• Duration: 26 months.

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 grant 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 tocarry out, on one or more occasions, in the proportions and at
the times it deems appropriate, both in France and abroad, ineuros or in any other currency or unit of account established byreference to several currencies, the issue, with maintenance ofpreferential subscription rights for shareholders, of:•ordinary shares of the Company, and/or•

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 grant of debt securities of the Company or a
Subsidiary, and/or (ii) debt securities that may give accessto or giving access, immediately and/or in the future, toequity securities to be issued by the Company or a
Subsidiary,

it being specified that the subscription may be made either incash or by offsetting claims;
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 ceiling of €3,500,000 provided
for in the twenty-ninth resolution of this Meeting,3• the nominal amount of the Company’s ordinary shares tobe issued, where appropriate, to preserve, in accordancewith the legal and regulatory provisions and applicable
contractual stipulations specifying other cases ofadjustments, the rights of holders of securities or otherrights granting access to the capital of the Company, shallbe added to this ceiling,•4

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 (orthe 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;5
6

3. resolves that shareholders may exercise, under the conditions
provided for by law, their preferential subscription rights as ofright and that the Board of directors shall also have the right togrant shareholders the right to subscribe, in excess of theirrights, to a greater number of shares and/or securities thanthey 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;

7

4. resolves that if subscriptions as of right and, where applicable,
in excess of their rights, have not absorbed the entire issue ofshares or securities granting access to the share capital, theBoard of directors may use, in the order it shall determine, thepowers offered by article L. 225-134 of the French commercial
code, or some of them only, and in particular that of offering
all or part of the unsubscribed securities to the public on the
French or foreign market;

89

5. resolves that the issue of share warrants of the Company may
be carried out by subscription offer but also by free grant to
the holders of shares in the Company, it being specified thatthe Board of directors shall have the option to decide that the
grant rights constituting fractional shares will not be
negotiable or transferable and that the corresponding shares
will be sold;UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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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 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 and/or the securities to be issued,• 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, theirredemption price, the possibility of reducing or increasing
the par value of the securities and the other terms of issue(including granting them guarantees or sureties) andamortizations (including repayment by remittance ofassets), set the conditions under which these securities
will give access to the share capital of the Company or of
one of its Subsidiaries; provide that the securities may beredeemed on the stock exchange or via a public tender or
exchange offer by the Company; modify, during the life of
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 and tocarry 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.

Resolutions 23 and 24: 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 23:• offerings 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, whose shares are admitted for trading on one of the regulated markets referred to in article L. 22-10-54 of theFrench commercial code.
■ Resolution 24:• offerings exclusively addressed to a restricted circle of investors acting on their own behalf or to qualified investors(formerly “private placement”).
■ Resolutions 23 and 24:• Discount: 10% (maximum discount authorized by the legal and regulatory provisions applicable to these resolutions);• Ceilings:

•

314

▪

Capital increase: €950,000 – joint ceiling (resolutions 23 and 24) deducted from the overall ceiling of €3,500,000(resolution 29),▪

Debt securities giving immediate or long-term access to the share capital: €1,000,000,000 – joint ceiling(resolutions 22 to 25);

Duration: 26 months.

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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 grant of debt securities,
with waiver of preferential subscription rights through a public offering, excluding the offerings referred to in 1° of article L. 411-2
of the French monetary and financial code)
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 offerings referred to in 1° of article L. 411-2 ofthe French monetary and financial code, the issue with waiverof preferential subscription rights of the shareholders, of:•ordinary shares of the Company, and/or•

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 grant of debt securities of the Company or a
Subsidiary, and/or (ii) debt securities that may give accessto or giving access, immediately and/or in the future, toequity securities to be issued by the Company 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 offers
referred to in 1° of article L. 411-2 of the French monetary andfinancial code decided pursuant to the twenty-fourth
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-third, twenty-fourth andtwenty-fifth resolutions submitted to this Meeting, and that(ii) this amount will be deducted from the overall ceiling of€3,500,000 provided for in the twenty-ninth resolution ofthis Meeting,• the nominal amount of the Company’s ordinary shares tobe issued, where appropriate, to preserve, in accordancewith the legal and regulatory provisions and applicable
contractual stipulations specifying other cases ofadjustments, the rights of holders of securities or otherrights granting access to the capital of the Company, shallbe added to this ceiling,•

the maximum nominal amount of the securities
representing debt securities that may be issued under thisdelegation of authority may not exceed the ceiling set in
the third paragraph of point 2. of the twenty-second
resolution from which it shall be deducted;

4. resolves to cancel the preferential subscription rights ofshareholders to shares and/or securities to 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 Frenchcommercial code, to grant the shareholders for all or part ofthe issue, a priority subscription period that does not give riseto the creation of negotiable rights and which must be
exercised in proportion to the number of shares held by eachshareholder, for a period of time and according to theprocedures that it shall determine;1

5. resolves that if the subscriptions have not absorbed the entire
issue of ordinary shares and/or securities granting access tothe share capital, the Board of directors may use, in the order
it determines, any of the following options:3

2• limit the issue to the amount of subscriptions under theconditions provided for by the legal and regulatory
provisions in force at the time of use of this delegation,

4• freely distribute all or part of the unsubscribed securities
among the persons of its choice;
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;

5

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;

6

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, atleast equal to the weighted average of the quoted prices of
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 the meaning ofRegulation (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, and789• 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;UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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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 in particular:• on its sole initiative, charge the share premium(s), including
costs, duties and fees resulting from the completion of theissues,• determine the characteristics, amounts and terms of allissues and/or the securities to be issued,• provide for the option of suspending the exercise of rights
attached to the securities issued in accordance with legal
and regulatory provisions,• 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, theirredemption price, the possibility of reducing or increasing
the par value of the securities and the other terms of issue(including granting them guarantees or sureties) andamortizations (including repayment by remittance ofassets), set the conditions under which these securities
will give access to the share capital of the Company or of
one of its Subsidiaries; provide that the securities may beredeemed on the stock exchange or via a public tender or
exchange offer by the Company; modify, during the life of
the securities concerned, the terms referred to above, in
accordance with the applicable formalities,• 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 and tocarry 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.

TWENTY-FOURTH 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 grant 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 monetaryand financial 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 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
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:

316•

ordinary shares of the Company, and/or•

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 grant of debt securities of the Company or a
Subsidiary, and/or (ii) debt securities that may give accessto or giving access, immediately and/or in the future, toequity securities to be issued by the Company or a
Subsidiary,UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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-third 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-third, twenty-fourth andtwenty-fifth resolutions submitted to this Meeting, and that(ii) this amount will be deducted from the overall ceiling of€3,500,000 provided for in the twenty-ninth resolution ofthis Meeting,• the nominal amount of the Company’s ordinary shares tobe issued, where appropriate, to preserve, in accordancewith the legal and regulatory provisions and applicable
contractual stipulations specifying other cases ofadjustments, the rights of holders of securities or otherrights granting access to the capital of the Company, shallbe added to this ceiling,CONTENTS

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Presentation and text of draft resolutions t• 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,• the maximum nominal amount of the securities
representing debt securities that may be issued under thisdelegation of authority may not exceed the ceiling set in
the third paragraph of point 2. of the twenty-second
resolution from which it shall be deducted;
4. resolves to cancel 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 and/or securities granting access tothe share capital, the Board of directors may limit the issue tothe amount of subscriptions under the conditions provided forby the legal and regulatory provisions in force at the time ofuse of this delegation;
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 issued on the basis of this delegation of authority
may give immediate and/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(for information purposes as at the date of this Meeting, atleast equal to the weighted average of the quoted prices of
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 the meaning ofRegulation (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, 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;89. 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 and/or 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),1• 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, theirredemption price, the possibility of reducing or increasing
the par value of the securities and the other terms of issue(including granting them guarantees or sureties) andamortizations (including repayment by remittance ofassets), set the conditions under which these securities
will give access to the share capital of the Company or of
one of its Subsidiaries; provide that the securities may beredeemed on the stock exchange or via a public tender or
exchange offer by the Company; modify, during the life of
the securities concerned, the terms referred to above, in
accordance with the applicable formalities,

2
3
4
5

• 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 and tocarry out any formalities required for the admission to
trading of the securities issued.

6
7This 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.

8
9

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Resolution 25: Capital increase in order to remunerate contributions in kind made upof equity securities
Objective and purpose■ Resolution 25: 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 23).
• Ceilings:▪

Capital increase: 10% of the share capital – joint ceiling of €950,000 (resolutions 23, 24 and 25) deducted from the overall
ceiling of €3,500,000 (resolution 29);▪

Debt securities giving immediate or long-term access to the share capital: €1,000,000,000 – joint ceiling(resolutions 22 to 25).

• Duration: 26 months.

TWENTY-FIFTH RESOLUTION(Delegation of powers to the Board of directors to issue shares and/or securities granting access to the share capital,
in order to remunerate contributions in kind granted to the Company, with waiver of preferential subscription rights for shareholders)
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:

3. decides to cancel the shareholders’ preferential subscription
rights to the shares and/or securities to be issued under thisdelegation, which are exclusively intended to remuneratecontributions in kind granted to the Company under thisresolution;

1. delegates all powers to the Board of directors, with the rightof sub-delegation under the conditions set by law andregulations, necessary to carry out, on the report of the
Statutory Auditor(s) referred to in paragraphs 1 and 2 of article
L. 225-147 of the French commercial code, upon reference toarticle L. 22-10-53 referred to above, on the issue of:

4. 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;• ordinary shares of the Company, and/or• securities that are (i) equity securities granting access toother equity securities of the Company and/or granting theright to the grant of debt securities of the Company, and/or(ii) debt securities that may grant access to or granting
access to, immediately and/or in the future, equity
securities to be issued by the Company,in order to remunerate contributions in kind granted to theCompany, where the provisions of article L. 22-10-54 of theFrench commercial code are not applicable;
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 powers:
•

•

318

the maximum nominal amount of the share capitalincreases that may be carried out, immediately and/or in
the future, pursuant to this delegation may not exceed
10% of the Company’s share capital as existing at the dateof this Meeting, it being specified that (i) this amount is an
overall ceiling for all capital increases that may be carriedout pursuant to the twenty-third, twenty-fourth and twentyfifth resolutions submitted to this Meeting and that (ii) thisamount will be deducted from the overall ceiling of€3,500,000 provided for in the twenty-ninth resolution ofthis Meeting,the maximum nominal amount of the securities
representing debt securities that may be issued under thisdelegation of powers may not exceed the ceiling set in thethird paragraph of point 2. of the twenty-second resolution
from which it shall be deducted;

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

5. 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 powers
may give immediate and/or future rights;
6. 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 powers and inparticular:• determine the nature and number of shares and/or
securities to be created, their characteristics and the terms
and conditions of their issue, decide, in the event of theissue of debt securities, whether subordinated or not (and,where applicable, their seniority rank), modify the terms
referred to above during the life of the securities
concerned in accordance with the applicable formalities,
decide on the report of the Statutory Auditor(s) on thecontributions referred to in the 1st and 2nd paragraphs ofarticle L. 225-147 above, on reference to article
L. 22-10-53, on the assessment of contributions and the
granting of special benefits,• acknowledge the definitive completion of the capitalincrease(s), amend the articles of association accordingly,
carry out all formalities required for the admission to
trading of the issued securities and request any
authorizations that may be necessary for the completion ofthese contributions.
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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Presentation and text of draft resolutions t

8

RESOLUTIONS 26 TO 28
Employee share ownership
Resolutions 26, 27 and 28 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.

Objective and purpose
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 transaction(s), reserved for:■ Resolution 26: members of a company or Group savings scheme(s);■ Resolution 27: 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 28: 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%.

1
2

• Ceiling: 2% of the share capital – joint ceiling (resolutions 26, 27 and 28) and deducted from the overall ceiling of €3,500,000(resolution 29).

3

• Duration: 26 months (resolution 26) and 18 months (resolutions 27 and 28).
• Effective date: at the end of the current employee share ownership operation (“MMO 2024”) pursuant to theresolutions of the same nature approved by the Combined General Meeting of September 27, 2023 (resolutions 25, 26
and 27).

4

TWENTY-SIXTH 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 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 theFrench 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, grant free shares or securities
granting access, by any means, immediately and/or at a futuredate, to the share capital of the Company in accordance withthe legal and regulatory conditions, as a substitute for all orpart of the discount mentioned in paragraph 5. below and/or
as an employer’s additional contribution, it being understoodthat the benefit resulting from this grant may not exceed thelimits specified in articles L. 3332-21 and L. 3332-11 of theFrench labor code;5

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 2%of the amount of the share capital on the day of the decisionby the Board of directors to carry out the share capitalincrease, it being specified that this ceiling is an overall ceilingfor all capital increases liable to be carried out in application of
the twenty-sixth, twenty-seventh and twenty-eighth
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 capital, and (ii) shall be deducted from theoverall ceiling of €3,500,000 provided for in the twenty-ninth
resolution of this General Meeting;67
8

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 itconsiders it appropriate, to reduce or eliminate theaforementioned discount, within the legal and regulatory
limits, notably to take into account, among other things, thelegal, accounting, tax and/or social regimes applicable locally;UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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6. resolves to cancel, in favor of members of one or moresavings schemes, the preferential subscription rights ofshareholders to shares or securities that may be issued under
this delegation; the said shareholders also waive, in the eventof a free grant to the above-mentioned beneficiaries of sharesor securities granting access to the share capital, any right tosaid shares or securities, including part of the reserves, profits
or premiums incorporated in the share capital, due to the free
grant of said shares under this 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 present

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

delegation and notably their dividend date, the applicablereduction rules in case of over-subscription and the otherterms and conditions for their settlement and delivery,• determine the dates of opening and closure of subscriptions,• in case of the free grant of shares or securities, set thenature, characteristics and number to be granted to eachbeneficiary and determine the dates, deadlines, terms andconditions for the grant of these shares or securities within
the legal and regulatory limits in force, and notably, either
choose to fully or partially substitute the free grant of theseshares or securities for the discount specified above, or tooffset the equivalent value of these shares 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 capital of the Company, in accordance withthe 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 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 securities 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.
The present delegation, for a period of twenty-six months fromthis day, will take effect at the end of the employee shareholding
plan in progress under the twenty-fifth resolution of the General
Meeting of September 27, 2023, and will render ineffective, fromthat same date, for the unused part, any prior delegation having
the same purpose.

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8

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 employees and/or corporate officers of certain
subsidiaries of the Company within the meaning of article L. 233-16 of the French commercial code, for which the registered office
is located outside France, excluding company or Group savings schemes)
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 etseq. of the French commercial code:

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;

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;

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:

2. resolves that the nominal amount of the Company’s capitalincrease made pursuant to the present delegation (i) may notexceed 2% of the amount of the share capital on the day ofthe decision by the Board of directors to carry out the sharecapital increase, it being specified that this ceiling is an overall
ceiling for all capital increases liable to be carried out inapplication of the twenty-sixth, twenty-seventh and twentyeighth 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 ceiling of €3,500,000 provided for in thetwenty-ninth 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:• 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• 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%;
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;

12• determine the dates, terms and conditions of the issue(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 be presented to
employees in each country concerned in the light ofapplicable local restrictions, and select, from the countries
in which the Company has subsidiaries, the subsidiaries
whose employees may take part in the transaction,3• determine the list of beneficiaries within the
aforementioned categories and determine the number ofshares that may be subscribed by each of them,4• 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,

5• 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,

6• preserve the rights of the holders of securities giving futureaccess to the capital of the Company, in accordance withthe 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 capital after each increase,7• 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 securities created, the financial servicing of
the new shares and the exercise of the rights that 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.

89The present delegation, for a period of eighteen months from thisday, will take effect at the end of the employee shareholding planin progress under the twenty-sixth resolution of the General
Meeting of September 27, 2023, and will render ineffective, fromthat same date, for the unused part, any prior delegation having
the same purpose.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

321

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CONTENTS

2024 GENERAL MEETING

u Presentation and text of draft resolutions

TWENTY-EIGHTH 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 etseq. of the French commercial code:
1. notes that, in certain countries, notably because of legal and/or tax difficulties or uncertainties which could make it difficult
to implement arrangements for employee share ownership
structured through the intermediary of company mutual funds(FCPE), it may be desirable to implement alternative
arrangements to those offered to employees of companies
who are members of a savings 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;
3. resolves that the nominal amount of the Company’s capitalincrease made pursuant to the present delegation (i) may notexceed 2% 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 ceiling is an overall ceilingfor all capital increases liable to be carried out in application of
the twenty-sixth, twenty-seventh and twenty-eighth
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 ceiling of €3,500,000 provided for in thetwenty-ninth 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, among other things, thelegal, accounting, tax and/or social regimes applicable locally;

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

5. resolves to cancel, 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;
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, terms and conditions of the issue(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 of shares 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,• preserve the rights of the holders of securities giving futureaccess to the capital of the Company, in accordance withthe 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 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 securities created, the financial servicing of
the new shares and the exercise of the rights that 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.
The present delegation, for a period of eighteen months from thisday, will take effect at the end of the employee shareholding planin progress under the twenty-seventh resolution of the General
Meeting of September 27, 2023, and will render ineffective, fromthat same date, for the unused part, any prior delegation having
the same purpose.

CONTENTS

2024 GENERAL MEETING

Presentation and text of draft resolutions t

8

RESOLUTION 29
Overall ceiling for share capital increases
Objective and purpose■ Resolution 29: It is proposed to set the cumulative overall amount of capital increases that may result from the use ofresolutions 22 to 28 at a nominal amount of €3,500,000 (overall ceiling), corresponding to approximately 35% of the share capitalas of April 30, 2024, including a maximum of €950,000 (around 10% of the share capital as at April 30, 2024) for capital increases
with waiver of preferential subscription rights carried out pursuant to resolutions 23, 24 and 25.

1

TWENTY-NINTH RESOLUTION(Overall ceiling for 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 on capital increases that may result, immediately orin the future, from all issues carried out pursuant to thedelegations provided for by the twenty-second, twenty-third,
twenty-fourth, twenty-fifth, twenty-sixth, twenty-seventh andtwenty-eighth resolutions of this Meeting, and on the basis of
issues authorized by similar resolutions that could replace themduring 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 twenty-first resolution ofthis Meeting, subject to its adoption by the General Meeting andon 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:■ 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-second resolution ofthis Meeting, 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, withcancelation of preferential subscription rights of theshareholders, pursuant to the twenty-third and twentyfourth 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-fifth resolution of thisMeeting, may not exceed 10% of the Company’s share capital– it being specified that this amount is an overall ceiling for all
capital increases that may be carried out pursuant to thetwenty-third, twenty-fourth and twenty-fifth resolutionsof this Meeting and may not exceed €950,000;

2
3■ the maximum nominal amount of the share capital increases
that may be carried out, immediately and/or in the future, withcancelation of the preferential subscription rights of theshareholders (i) in favor of members of one or more savings
schemes pursuant to the twenty-sixth 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 French commercial code, whose registeredoffice is located outside France, excluding the savings scheme
pursuant to the twenty-seventh resolution, and (iii) to
categories of beneficiaries as part of an employee shareownership offering covered by the twenty-eighth resolution,
may not exceed 2% of the share capital on the date of theBoard’s decision.

45
6

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; and7■ 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 access to
the Company’s capital.

8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

323

8

CONTENTS

2024 GENERAL MEETING

u Presentation and text of draft resolutions

8.2.3 Ordinary and Extraordinary General Meeting
RESOLUTION 30
PowersObjective and purpose■ Resolution 30: 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.

THIRTIETH 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 where necessary.

324

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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 REPORTCROSS-REFERENCE TABLE

329

STATEMENT OF NON-FINANCIALPERFORMANCE (DPEF)
CROSS-REFERENCE 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 RISKS341

APPLICATION OF THE EUTAXONOMY TO UBISOFTENTERTAINMENT SA’S BUSINESSACTIVITIES

4
5
6

346

7
8
9

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

325

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 July 28, 2023 (the “Guide to the drafting of Universal
Registration Documents”).
2023-24 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

300

Declaration by the person responsible for information

7.5.1

300

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

300

3.1

26

Corporate name and business name

7.1.1

284

Place of registration, registration number, and legal entity identifier (LEI)

7.1.1

284

4.3

Date of incorporation and length of life

7.1.1

284

4.4

Registered office (main place of business), legal form, applicable legislation,
country of incorporation, executive management (place of business), website

7.1.1

284

5.

BUSINESS OVERVIEW

5.1

Principal activities

2.1 and 2.4.2

10 and 16

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

5.6

Basis for statements regarding competitive position

2.1 and 3.1.1

10 and 27

5.7

Investments

2.5.2

18

6.

ORGANIZATIONAL STRUCTURE

6.1

Brief description and position within the Group/Organizational structure

2.4

16

6.2

List of significant subsidiaries

2.4

16

7.

OPERATING AND FINANCIAL REVIEW

7.1

Financial condition

2.6.3

22

7.2

Operating results

2.6.2

21

8.

CAPITAL RESOURCES

8.1

Information on the capital

2.5.3, 2.6.2
and 6.1.2.19

19, 21 and 234

8.2

Cash flows

2.5.3 and 2.6.3

19 and 22

8.3

Information on borrowing requirements and funding structure

2.5.3

19

8.4

Restrictions on the use of capital

2.5.3

19

8.5

Anticipated sources of funds needed to fulfill commitments referred to in item 5.7

2.5.3

19

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
Cross-reference table of the Universal Registration Document t

92023-24 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

35

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

199

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 and Risk Committee and the Nomination, Compensation
and Governance Committee

4.1.2.4.1 and4.1.2.4.3

82 and 87

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 governance4.1.2.3.4

77

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

5.3.2.2

142

4.1.1.2, 4.2.3.3
and 5.3.2.4

50, 117and 144

5.3.2.4 and 7.3.2

144 and 292

7.3.3.4294

7.1.1 and 7.1.2

284 and 287

7.3.3.2294

Any arrangements, known to the Company, the operation of which may
at a subsequent date result in a change of control

7.1.2 and 7.3.3.3

287 and 294

17.

RELATED PARTY TRANSACTIONS

4.1.2.3.5,
6.1.2.16 note 34
and 6.3.2.10
note 3179, 222 and 271

18.

FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS
AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES

18.1

Historical financial information

6 and 7.5.2

181 and 301

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

7.1.1

284

20.

MATERIAL AGREEMENTS

7.3.3.3

294

21.

DOCUMENTS AVAILABLE

7.5.3

301

1
2
3
4
5
6
7

N/A
6.2, 6.4 and 7.5.2 239, 274 and 301

8N/A
6.6 and 7.1.1

282 and 284

3.1.3

35

2.3.2 and 6.1.2.21

15 and 238

97.2, 7.3 and 7.4.4 288, 292 and 298

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

327

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.
2023-24 Universal Registration
Document
Information required by legal and regulatory obligations

Parts

Pages

Separate financial statements of the Company

6.3

245

Consolidated financial statements of the Group

6.1

182

Statutory Auditors’ report on the separate financial statements

6.4

274

Statutory Auditors’ report on the consolidated financial statements

6.2

239

See management
report crossreference table

329

7.5.1

300

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

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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 FY24, as determined by the Board of directors of
the Company on May 15, 2024, 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.
2023-24 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 20

Sales of subsidiaries and controlled companies by activity

2.4.2 and 6.3.2.11

16 and 272

2.6.2 and 2.6.3

21 and 22

2.6.1 and 5

20 and 125

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

15 and 238

3.1

26

5.5 and 5.6

157 and 168

R&D activities

2.5.1

18

Existing branches

2.4.3

17

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

42

6.1.2.8 note 5,
6.1.2.17
and 6.1.2.18

193, 223 and 231

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

282

Table showing the income of the Company over the past five financial years

6.6

282

6.3.2.2 note 5
and 6.3.2.3
note 12250 and 253

7.2 and 7.3.1

288 and 292

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

293

5.3.2.4 and 7.3.2

144 and 292

2.4.3

17

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

16

Sales and purchases by the Company of its own shares

7.2.4

290

Crossing of legal thresholds declared to the Company

7.3.3.5295

4.1.2.3.5

80

Transactions carried out on the Company’s securities by executives, senior managers
and persons 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

5.6.1

168

See corporate
governancereport crossreference table

332

CORPORATE GOVERNANCE
Corporate governance reportUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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.
2023-24 Universal Registration
Document
Information required by legal and regulatory obligations

Business model

Parts

Pages

2.1

10

Description of the main risks linked to the business of the Company and the Group27, 128, 133,
3.1.1, 5.1.4, 5.2.1,
5.3.1, 5.4.1, 5.5.1 140, 151, 157 and168
and 5.6.1

Description of the policies introduced by the Company or Group to prevent, identify,
and mitigate the occurrence of risks

3.2, 5.2.1, 5.3.1,
38, 133,
5.4.1, 5.5.1 140, 151, 157 andand 5.6.1
168

Results generated by policies, including key performance indicators

5.2, 5.3, 5.4, 5.5 133,140, 151, 157
and 5.6
and 168

SOCIAL INFORMATION
Employment
Total staff and breakdown of employees

5.3.2

141

■ By gender

5.3.2

141

■ By age

5.3.2

141

■ By geographical region

5.3.2

141

Hires and redundancies/dismissals

5.3.2

141

Compensation and its evolution

5.3.2

141

5.3.3

146

Health and safety conditions in the workplace

5.3.3

148

Occupational accidents, in particular their frequency and severity, and occupational illnesses

5.3.3

148

Organization of the dialog with employees, in particular, procedures for the provisionof information and consultation and negotiation with employees

5.3.4

150

Collective agreements, particularly regarding health and safety conditions in the workplace

5.3.4

150

Policies relating to the provision of training

5.3.2

141

Total number of training hours

5.3.2

141

Measures taken to encourage gender equality

5.3.3

146

Measures taken in favor of the employment and integration of disabled people

5.3.3

146

Anti-discrimination policy

5.3.3

146

Organization of labor
Absenteeism
Health and safety

Employee relations

Training

Equal opportunity

330

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CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMYStatement of non-financial performance (DPEF) cross-reference table t

92023-24 Universal Registration
Document
Information required by legal and regulatory obligations

Parts

Pages

Waste prevention and management

5.5.3

158

Prevention, recycling, reuse, other forms of recovery and disposal of waste

5.5.3

158

5.7

173

Raw material consumption and measures taken to use raw materials more efficiently

5.5.3

158

Energy consumption and measures taken to improve energy efficiency and the useof renewable energies

5.5.3

158

5.5.3

158

5.5.3 and 5.5.4

158 and 166

Impact of the Company’s business in relation to employment and local development

5.4.4

153

Impact of the Company’s business on the local communities

5.4.4

153

Relations with the Company’s stakeholders and methods of dialog adopted

5.1.3

128

5.4

151

Consideration of employee-related and environmental issues in the purchasing policy

5.6.2

172

Importance of subcontracting and consideration in supplier and subcontractor relationsof their employee-related and environmental responsibilities

5.6.2

172

5.2.3

136

3.2.2 and 5.6.1

38 and 168

5.6.3

172

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

Partnership or sponsorship initiatives

3

Subcontractors and suppliers

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■ Regarding respect for freedom of association and the right to collective bargaining

5.3.4.1

150

5.3.3.2 and 5.3.3.3

147 and 148■ For the abolition of forced or compulsory labor

5.6.1

168

■ For the effective abolition of child labor

5.6.1

168

5.1

126

■ For the elimination of workplace and professional discrimination

Other actions undertaken to protect human rights

6
7
8
9

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CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u Corporate governance report cross-reference table

CORPORATE GOVERNANCE REPORTCROSS-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 et seq. of the French commercial code.
2023-24 Universal Registration
Document
Information required by legal and regulatory obligations

Parts

Corporate officers’ compensation policy (“Ex Ante” vote)

4.2.1

91

Total compensation and benefits of all kinds paid or granted 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

108

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

79

7.2.3

289

Table summarizing the current valid delegations on share capital increases grantedby the General Meeting
Executive Management methods

4.1.2.2.1

69

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

73

4.1.2.2.3
and 5.3.2.2

71 and 142

Limitations imposed by the Board of directors on the powers of the Chief Executive Officer

4.1.2.2.1

69

Reference made to a corporate governance code and application of the “Comply or explain”
principle

4.1.2.1

68

General Meeting and participation methods

7.1.1

284

Rights attached to the shares

7.1.1

284

4.1.2.3.5

79

Composition of the Board of directors

Gender balance

Procedure put in place by the Board of directors in order to assess all arm’s lengthagreements currently in place
Factors likely to have an impact in the event of a public offer

332

Pages

7.1.2

287

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

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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 July 28, 2023 (the “Guide to the drafting of Universal Registration
Documents”).
2023-24 Universal Registration
Document
Parts

Pages

Table no. 1

Summary of the compensation and options and/or shares granted
to the executive corporate managing officers

4.2.2.1.4

109

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

111

Table 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

113

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, 2024

4.2.3.5

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

4.2.3.6

124

Table no. 10

Summary of free share plans valid as at March 31, 2024

Table no. 11

Summary table of compensation and benefits owed as a result of executive
corporate managing officers of the Company leaving office

4.2.3.4122

4.2.2.1.4

113

1
2
3
4
5
6
7
8
9

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CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u SASB reporting

SASB REPORTING
Unit ofmeasureTopic

Accounting metric

Category

Environmental
footprintof hardware
infrastructure(1) Total energy
consumed(2) Percentage gridelectricity(3) Percentage ofelectricity andrenewable energy

Quantitative Gigajoules(GJ),
percentage(in %)

Code

Reference

TC-SI-130a.1

5.5.3 Ubisoft's environmental impact
Total energy consumption in 2023 (electricity,
fuel oil and gas): 392,564 GJ, including
360,822 GJ of electricity (or 100,228 MWh).
92% of Ubisoft's total energy consumption iselectricity. According to RE100 criteria, 95%of Ubisoft's electricity consumption comesfrom renewable sources.
Please note: Ubisoft reporting does not use
the same units of measurement or
methodology as SASB.

TC-SI-130a.2(1) Total water
Quantitative Thousand
withdrawn
cubic meters
3(2) Total water(in m ),
percentage
consumed,(in %)
percentage of eachin regions with Highor Extremely HighBaseline Water
StressDiscussion of
the integrationof environmental
considerations into
the strategic planningof data center needs

334

Discussion N/Aand analysis

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

TC-SI-130a.3

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.

5.5.3 Ubisoft's environmental impact
94% of the energy consumed by Ubisoft's
data centers comes from renewablesources according to RE100 criteria.
In this way, Ubisoft works closely with its
most influential and committed partners tocreate collective initiatives in the fightagainst climate change. For more details on
the actions in place, please refer to 5.5.3 –“Understanding
andreducing
ourenvironmental impact”.

CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMYSASB reporting t

Unit ofmeasure9

Topic

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

5.2.3 Ensuring our players enjoy a safe
environment – Protecting personal data.
5.6.1 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

5.2.3 Ensuring our players enjoy a safe
environment for a positive gaming
experience – Protecting personal data.
5.6.1 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(2) Number of users
whose information
was requested(3) Percentage
resultingin disclosure

TC-SI-220a.4

5.2.3 Ensuring our players enjoy a safe
environment for a positive gaming
experience – Protecting personal data.
5.6.1 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.

4

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

3.1.1 Business risks.

5(1) Number of data
Quantitative Number,breaches
percentage(2) Percentage(in %)
involving personallyidentifiable
information (PII)(3) Number of users
affected

TC-SI-230a.1

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

Data security

1
2
3

6
5.6.1 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

5.2.3 Ensuring our players enjoy a safe
environment for a positive gaming
experience – Protecting personal data. –Secure personal data through robust
policies, procedures and operational
processes.
5.6.1 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 – 2023-24

8
9

335

9

336

CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u SASB reporting

Unit ofmeasureTopic

Accounting metric

Category

Recruiting
and managing
a global, diverseand skilledworkforce

Percentage of
employees that are:(1) Foreign nationals(2) Located abroad

Quantitative Percentage(in %)

Code

Reference

TC-SI-330a.1

5.3.3.3 Develop international and diverse
teams and put Diversity, Inclusion andAccessibility at the heart of our strategy.
20.4% of employees work in a country
other than their own.

Employee engagement Quantitative Percentage
as a percentage(in %)

TC-SI-330a.2

5.3.4.1 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

5.3.3.3. Building international and diverse
teams and placing diversity and inclusion at
the heart of our strategy.

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(2) Service
interruptions(3) Total customer
down time
Description of
Discussion N/Abusiness continuity
and analysis
risks related
to disruptionof operations

TC-SI-550a.1

NC

TC-SI-550a.2

3.1.1 Business risks.

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
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 healthcare professionals and iscommitted to improving the well-being of its employees:

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■ Free, reduced-cost or reimbursed medical consultations
available in certain entities

3■ Accessible care for employees and their families■ Launch of the Global Well-Being program in 2023, whichaims to provide comprehensive guidance and a global
framework for action across all our entities. The program
encompasses mental, physical, social and financial wellbeing, reflecting a holistic approach to employee well being.

4

5.3.3
Page 146■ Global Employee Assistance Program: our teams and theirfamilies will have access to professional psychologicalassistance and counseling services, both in their professional
and personal lives, with consistent levels of service,
regardless of the country in which they are based

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 entrepreneurship5

Ubisoft supports training courses that prepare students for jobs
in the technology sector:■ Partnerships with associations to attract more young people
to technology-related disciplines■ Supporting the development of youth skills in these disciplines■ Diversifying the technology talent pool

6
5.4.5
Page 156

7■ Possibility that these digitally inclusive training courses foryoung people will lead to an internship, work-study or even a
job within Ubisoft
Ubisoft makes
experiences:learning

accessible

throughedutainment■ Educational games that allow players to acquire newknowledge are launched regularly. They cover a variety ofsubjects, such as history, science and mathematics, and aredesigned to be fun and engaging.

8

5.4.3, 5.4.5
Pages 152
and156■ Ubisoft provides schools and teachers with an educationalmode in several of its video games

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

9

337

9

CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u SDG dashboard

SDG

TargetUbisoft actions

5.1

Ubisoft is committed to breaking down stereotypes bydeveloping rich and complex characters that tend to reflect thediversity of the world around us:

End all forms of discrimination
against all women and girls
everywhere■ The ability to choose the gender of certain characters in our
AAA games
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■ Deployment of a sobriety plan with the aim of reducing
energy consumption at the sites

338

UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

Sectionin the DPEF

5.2.2
Page 133

5.3.2 and
5.3.3
Pages 141
and 146

5.5.3
Page 158

5.5.3
Page 158

CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
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

5.2.2
Page 133■ Nomination of games in the “Accessibility” categories ofvarious awards
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

5.2.3
Page 136

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

5.2.2
Page 133

3■ Training on discrimination issues■ Opportunity to donate to inclusive video game organisations■ Meetings with the eSports 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

5.3.2 and
5.3.3
Pages 141
and 146

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:■ Creation of official guides for certain types of disabilities tobetter assist employees■ Partnerships with associations that provide in-house training
on these subjects

6

5.3.3
Page 146

7
8
9

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339

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CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u SDG dashboard

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

5.5.3
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

5.5.2
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 – 2023-24

5.5.4
Page 166

CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
Table of risks t

9

TABLE OF RISKS
Stakeholders Topics

Associated risks
and opportunities

Risks:■ Fraudulent
alteration ofplayers' “GamePlay”
experience■ Harassmentthat candegrade thegamingexperience■ Causing offense■ Inappropriate
behaviors in
Health andonlineprotection ofcommunities
the players Opportunities:■

Players■

Innovationand original
culturalproductionGame
accessibility

Beeingperceived as amajor player inthe fight against
inappropriate
behaviors inonline games
To berecognised
as a publisher
offering a safe
gamingenvironment
for minors

Risks:■ Loss of appeal
for our games
Opportunities:■ Reputational
benefits■ Attraction andretention of new
players
Risks:■ Reputational
impact of poor
accessibility in
our games
Opportunities:■ Reputational
benefits■ Attraction andretention of new
players

Ubisoftcommitment

Risk mitigation measures

Ref.
in URD■ Prevention, detection and intervention
strategy to manage toxicity and inappropriate
behaviors in communities.
■ Implementation of a Code of Conduct for all
multiplayer games and forums, specifying
prohibited behaviors, safety rules andpossible sanctions.

1■ Dedicated team responsible for moderating
forums and content created by players.
Ensuring a safe
gamingenvironment
for players
Protecting
young players
and offering
them an ageappropriate
gamingexperience■ Creation of a young player account on free-toplay games, with settings to protect minors.
■ Creation of a “Family and video games” pageon the Ubisoft website to answer parents'
main questions about video games.
■ Production and distribution teams work
closely with rating and consumer protection
organizations to ensure that all content
developed is compatible with age ratings.

2

3.1 & 5.2
Pages 26
and 133

3■ Anti-cheating systems and regular monitoringof feedback from players to identify and takereactive action against cheating behavior.
■ Penalties for players identified as cheaters.

4■ Automatic filtering systems to mask in realtime any words or comments consideredabusive or discriminatory.

5■ Development of games that encourage thediscovery and learning of new skills.
Providing a
positive andoriginal gaming
experience

To offer apositive andlasting gaming
experience toall players,whatever their
physical ormentalcondition■ Department dedicated to research andinnovation to develop more immersive
gaming experiences.

6

5.2
Page 133

7■ Strategy for integrating accessibility into thegame content development and validation
process.
■ Team dedicated to accessibility.

8

5.2.2
Page 133UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

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341

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CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u Table of risks

Stakeholders Topics

Associated risks
and opportunities

Players (next)

Risks:■ Reputational
linked to arepresentationof the societythat does notreflect reality

Representation ofsociety in
Opportunities:
video games■ Reputational
benefits■ Attraction andretention of new
players
Risks:■ Distorting
the gaming
experience■ Reputational

Fair
Monetization Opportunities:■ Positive
reputational
impactTeams■ Attracting new
players342

Well-being
at work andrespect for
employees

Risks:■ Talent departure■ Affecting
Ubisoft’s appeal
in a highly
competitive
sector■ Inappropriate
behavior
Opportunities:■ Making our work
environmenta factor in
attracting andretaining talent

Ubisoftcommitment

Risk mitigation measures

Ref.
in URD■ Team dedicated to inclusive games andcontent.
■ Internal guide to developing inclusive games.

Promotinginclusion in ourgames

Applyingmonetization
andengagement
policies that
respect theplayerexperienceand aresustainable
in thelong term■ Content Review Group platform for analyzing
game content from a diversity and inclusion
perspective.

5.2
Page 133■ Activation required for certain paid features
for minors in games.
■ Quality control process for monetization
strategy during game production, to ensurecompliance with the Group's commitments interms of responsible monetization.

5.2
Page 133■ Annual survey using a Group-wide external
platform to identify team expectations(Ubisoft XP).
■ Dialogue between ERGs and management.
Guaranteeinga respectful
and safe
workingenvironment
for allUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24■ Code of Conduct enriched and shared with allteams, for a signature rate of 93.4% for
FY23/24.
■ Mandatory training on harassment and nondiscrimination.

3.1 & 5.3
Pages 26
and 140

CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
Table of risks t

Stakeholders Topics

Associated risks
and opportunities

Ubisoftcommitment

Ref.
in URD

Risk mitigation measures■ Strategic target included in the CEO’s bonus
to increase the percentage of women in thecompany's workforce.

Risks:■ Lack of
employer appeal■ Turnover within
teams■ Inappropriate
behaviors

Teams (next)

Ubisoft■ Commitment to reduce the gender pay gap.
encourages■ Active campaigns with specialized video
diversity andgame schools to attract more diverse talent.
inclusion within
its teams with ■ Creation of a strategic action plan to makea view to
Opportunities:
Ubisoft a leading player in diversity andcreating a
inclusion in the tech and entertainment■ Being positioned
Diversity
healthy andsector.
as an employer
and inclusion
inclusivethat integrates
workinga variety ofenvironment
profiles whileandensuring theencouraging
performancecreativity
and cohesion
through diverseof the teams
perspectives■ Promoting
creativity andinnovation
Risks:■ Loss of knowhow, experienceandprofessionalism
Opportunities:
Employeedevelopment ■ Ensuring teammembers havecutting-edge
skills throughout
their careers■ Retaining talent

Corporate
culture andemployeecommitment

Risks:■ Gap between
employees'
expectations andthe company's
values, leading
to a loss oftrust andcommitment
Opportunities:■ Making ourcorporate culturea factor in
attracting andretaining talent

9

1

5.3
Page 140

2
3■ Implementing high-level training programs
and conferences.
Training teams
to ensureemployee have
key skills
for their future
careers■ Multiplication of collaborative tools
forums to encourage skill-sharing.

and4

3.1 & 5.3
Pages 26
and 140

5■ Annual survey using a group-wide external
platform to identify team expectations(Ubisoft XP).
Developinga strong
corporate
culture that
fosters
commitment
and well-being
at work6■ Diffusion of corporate values via the Ubisoft
intranet.
5.3
Page 140

7
8
9

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CONTENTSCROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
u Table of risks

Stakeholders Topics

Associated risks
and opportunities

Ubisoftcommitment

Governance■ Reinforcement of the means offered toplayers to enable them to better control theuse of their personal data.

Ensuring the■ Limiting the collection of information to that
responsible
which is relevant to the experience offered toand transparent
players.
collection■
Commitment not to share personal data
and use ofcollected with third parties without priorpersonal data
information and without offering players thepossibility of opposing or consenting to thistransmission.

5.2
Page 133■ Players can define their own privacy andsharing settings, and activate 2-Factor
Authentification (2FA) to enhance accountsecurity.
Risks:■ Reputational
Opportunities:■ Differentiation
and reputational
gain

Ethical useof new
technologies ■ Integration oftechnologicaldevelopments
to improve theexperienceof players

344

Ref.
in URD■ Worldwide implementation of the RGPD andother regulations governing the processing of
personal data (California Consumer Privacy
Act).

Risks:■ Fraud■ HackingOpportunities:■ Beingrecognized asa publisher thatCyber
prioritizes data
security andprotection in its
Personal
strategydata■ Earning the trust
protectionof players andattract new
players

Risk mitigation measures■ The Group has set up an “Experimentation
Framework” to create guidelines for the use
Exploring newof generative Artificial Intelligence. This
technologies“Framework” also contains information on
to enhance thesafety and the societal and environmental
experience of its
impact of using generative Artificial
players and toIntelligence.
create games
that featurenever-beforeseen gameplayUBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

5.2
Page 133

CONTENTS

CROSS-REFERENCE TABLES, SASB REPORTING AND EU TAXONOMY
Table of risks t

Stakeholders Topics

Associated risks
and opportunities

Risks:■ Impact ofclimate hazards■ Growing scarcity
of certain metals
used in theconstructionof consoles
and PCs■ Constraints
linked to theenergy transition
on certain
energy-intensive
games

Environment

ClimatechangeOpportunities:■ Establishinga leadership
position to
reduce ourcarbon impact
in the video
game industry■ Attracting newinvestors
through ourenvironmental
commitment■ Attracting new
employeescommitted
to theenvironmental
cause

Risks:■ Reputation
linked to the
low-techEco-design
development
and life cycleof our gamesof the games
andOpportunities:
infrastruc- ■ Reputationalturesgain from

Ubisoftcommitment

9

Ref.
in URD

Risk mitigation measures■ Strategic target to reduce the carbon impact
included as a criterion in the CEO’scompensation.
■ Plans to reduce,
greenhouse gases.

avoid

and

capture■ Plan to switch to renewable energies.

1
Ubisoft iscommitted
to contributing
to carbon
neutrality2

5.5
Page 1573
4
5■ Calculation of the Scope 3 downstream
carbon footprint and first estimates of the
impact linked to the use of our games.
Contributing
to decarbonize
the video games
industry■ Active participation in the Playing for thePlanet Alliance's work on the eco-design ofgames and their packaging.

6
5.5
Page 157

7

reducing thecarbon footprintof games use

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

APPLICATION OF THE EU TAXONOMYTO UBISOFT ENTERTAINMENT SA’S BUSINESS ACTIVITIES
1.

CONTEXT AND COHERENCE

The 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 (“Ubisoft” or “theGroup”) fully supports the European Commission in its work of analyzing activities and setting technical criteria to guide public andprivate sector investments towards projects contributing to the transition to a sustainable and low-carbon economy (1).
In accordance with European Regulation 2020/852 of June 18, 2020, the Group has been required since financial year 2021-22, todisclose the share of its sales, capital expenditure (“CAPEX”) and operating expenses (“OPEX”) associated with so-called “eligible”
economic activities, i.e. those listed in the European Taxonomy, for the first two climate change mitigation and adaptation objectives.
For the financial year 2022-23, Ubisoft was required to publish the eligible portion as well as the aligned portion of its sales, CAPEX, and
OPEX, i.e., those that meet the sustainability criteria defined in Taxonomy for the first two objectives of climate change mitigation andadaptation. As of 2023-24, Ubisoft is also required to publish the eligible portion of its sales, CAPEX, and OPEX, for the four new
objectives now in force, i.e. sustainable use and protection of water and marine resources, Transition to a circular economy, Pollution
prevention and control and Protection and restoration of biodiversity and ecosystems.

Alignment of activities within the meaning of the Taxonomy

1

Substantial Contribution (SC)The activities comply with the technicalcriteria of substantial contribution set for eachenvironmental objective.

2

Do no significant harm (DNSH)
The activities have no negative impact on anyof the five other environmental objectives.

3

Minimum Safeguards (MS)The activities are carried out in accordancewith the International Charter of Human Rights
and the principles set by the OECD, the UN
or the ILO, in particular on human rights,
corruption, taxation, and competition law.

Eligible activities

Eligible activities are definedand described by an initialcategorization with regard
to 6 environmental objectives.

Aligned activities contribute
substantially to one of theenvironmental objectives
without doing harm to otherobjectives while meeting the
Minimum Safeguard
requirements

An eligible activity will be considered to be aligned if it meets the technical criteria for substantial contribution, if it does not significantly
harm other environmental objectives (Do No Significant Harm – DNSH criteria) and if it respects the minimum safeguards relating tohuman rights, corruption, taxation, and competition.

(1)

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Application of the EU taxonomy to Ubisoft Entertainment SA’s business activities t

2.

TAXONOMY ELIGIBILITY AND ALIGNMENT RESULTSFOR FINANCIAL YEAR 2023-24

2.1

Summary of eligible and aligned activities
2023-2492022-23

Sales

CAPEX

OPEX

Sales

CAPEX

OPEX

Taxonomy-eligible KPI(but non-aligned)

2.2%

7.2%

0.3%

2.9%

5.3%

0.1%

Taxonomy-aligned KPI(but eligible)

—%

—%

—%

—%

—%

—%

1

In accordance with delegated acts of the Taxonomy, on the content and presentation of disclosures, the regulatory tables indicating theshare of eligible and aligned activities for each indicator are presented below.

2.2

Change in relation to the previous year

2

Analysis of eligibility and alignment with the Taxonomy showed that sales and OPEX indicators remained stable. This was due to theabsence of any material change in the scope of Ubisoft’s eligible activities. The analysis also showed an increase in eligible CAPEX, for
two main reasons:■ numerator, an increase in new leases recognized under IFRS 16 in the past year;■ denominator, an overall decrease in capital expenditure (-11,7%) mainly for Ubisoft’s core business, which is not eligible to the 6environmental objectives of the Taxonomy.

3.

ASSESSMENT AND METHODOLOGY

3.1

Eligibility assessment methodology

3
4

To meet the requirements of the Taxonomy, Ubisoft Entertainment SA set up a working group composed of members of the
Administrative Department and the CSR Department and worked with business line experts. This committee worked to analyze theeligibility and alignment of the Group’s activities, in particular on the basis of the Delegated Climate Regulation of June 4, 2021 and its
appendices supplementing Regulation (EU) 2020/852.

5

3.1.1 Sales

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. The
Group has thus identified the hosting activity carried out by the subsidiary i3D.net, corresponding to section 8.1, in terms of thevaluation of its sales. Data processing, hosting and related activities of the climate change mitigation objective. We have not identified
any new eligible activities in our analysis of the four new objectives that have come into force.

6

Thus, the Group’s eligible sales for 2023-24 amounted to 2.2%% out of a total of €2,300.9 million (see note 4 of the consolidated
financial statements). No sales are aligned at March 31, 2024.

7

Total sales can be reconciled with the financial statements in note 4 of part 6.1.2 of the annual financial report.

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

Proportion of turnover (4)Climate change mitigation (5)Climate change adaptation(6)

Water and marine resources(7)

Circular economy (8)Pollution (9)Biodiversity and ecosystems(10)

Climate change mitigation(11)

Climate change adaptation(12)

Water and marine resources(13)

Circular economy (14)Pollution (15)Biodiversity and ecosystems(16)

Minimum safeguards (17)Taxonomy-aligned proportionof turnover (A.1.) or eligible (A.2.),
FY23 (18)Category (enabling activity) (19)Category (transitional activity) (20)

DNSH criteria(Does Not Significantly Harm)

Absolute turnover (3)9CONTENTS

(€M)

%

%

%

%

%

%

%

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

H

T

Code(s) (2)Substantial contribution criteria

Economic activities (1)A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Revenues of environmentally
sustainable activities(Taxonomy-aligned) (A.1)

N/A

—

—%

—%

Enabling activity

—

—%

—%

—%

—%

—%

—%

—%

—%

Transitional activity

—

—%

—%

—%

—%

—%

—%

—%

—%

A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Data processing, hosting
and related activities

CCM
(1)

8.1

50.4

2.2%

N (2)

—%

N/EL

N/EL

N/EL

N/EL

N/EL
(2)

2.9%

—%

—%

—%

—%

—%

2.9%

(2)

(2)

(2)

(2)

Revenues of TaxonomyEligible but notenvironmentally sustainable
activities (not Taxonomyaligned activities) (A.2)

N/A

50.4

2.2%

Total (A.1 + A.2)

N/A

50.4

2.2%

2.9%

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESRevenues of taxonomy
non-eligible activities (B)2,250.5

97.8%

97.1%

TOTAL (A+B)

2,300.9 100.0%

100.0%(1) CCM: Climate Change Mitigation(2) O: Eligible and aligned activity; N: Eligible but non-aligned activity; N/EL: Non-eligible activity

The table below provides a cumulative view of the eligibility and alignment of Group sales by objective.
Proportion of sales/total sales
Eligible by objective

Aligned by objective

Climate change mitigation

2.2%

—%

Climate change adaptation—%—%

Sustainable use and protection of water and marine resources—%

Transition to a circular economy—%

Pollution prevention and control—%

Protection and restoration of biodiversity and ecosystems

—%

3.1.2

CAPEX

The eligible investments of Ubisoft Entertainment SA are linked to hosting activities as well as “individual measures”, as defined by the
Taxonomy Regulation, corresponding to servers related to the hosting business and the assets associated with the production ofcinematographic films, as well as leased buildings. In accordance with the provisions of the Taxonomy, these investments correspondto the following categories:
Linked to the climate change mitigation objective:■ 6.5 Transport by motorcycles, passenger cars and light commercial vehicles (including IFRS 16);
■ 7.7 Acquisition and ownership of buildings (including IFRS 16);
■ 8.1 Data processing, hosting and related activities.
Linked to the climate change adaptation objective:■ 13.3 Production of cinematographic films, videos and television programs, sound recording and music publishing.
We did not identify any new eligible activities when analysing the four new objectives that came into force.

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Application of the EU taxonomy to Ubisoft Entertainment SA’s business activities t

9Thus, the Group’s eligible investments for 2023-24 amounted to 7.2% out of a total of 1,065.1 million (see notes to the consolidated
financial statements). No capital expenditure is aligned at March 31, 2024.
Total capital expenditures may be reconciled with the financial statements in note 22, note 25 and note 27 to section 6.1.2 of theannual financial report.

Absolute Capex (3)Proportion of Capex (4)Climate change mitigation (5)Climate change adaptation(6)

Water and marine resources(7)

Circular economy (8)Pollution (9)Biodiversity and ecosystems(10)

Climate change mitigation(11)

Climate change adaptation(12)

Water and marine resources(13)

Circular economy (14)Pollution (15)Biodiversity and ecosystems(16)

Minimum safeguards (17)Taxonomy-aligned proportionof CapEx (A.1.) or eligible (A.2.),
FY23 (18)Category (enabling activity) (19)Category (transitional activity) (20)

DNSH criteria(Does Not Significantly Harm)

(€M)

%

%

%

%

%

%

%

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

H

T

Code(s) (2)Substantial contribution criteria

Economic activities (1)1
2

A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Capex of environmentally sustainable
activities (Taxonomy-aligned) (A.1)——%

Enabling activity

—

—%

—%

—%

—%

—%

—%

—%

—%

Transitional activity

—

—%

—%

—%

—%

—%

—%

—%

—%

—%

3

A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Acquisition and ownershipof buildings

CCM

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

N/EL

60.2

5.7%

N (3)

0.3

—%

N (3)

8.6

0.8%

(3)

8.0

0.8%

Capex of Taxonomy-Eligible but notenvironmentally sustainable activities(not Taxonomy-aligned activities)
(A.2)

77.2

7.2%

5.3%

Total (A.1 + A.2)

77.2

7.2%

5.3%

92.8%

94.7%

1,065.1 100.0%

100.0%

Transport by motorbikes,
passenger cars and lightcommercial vehicles
Data processing, hosting
and related activities
Motion picture, video andtelevision programme
production, soundrecording and music
publishing activities

(1)

7.7
CCM
(1)

6.5
CCM
(1)

8.1
CCA
(2)

13.3

N

N/EL
(3)

(3)

(3)

(3)

N (3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

(3)

3.3%

(3)

4

—%

(3)

1.7%

(3)

5

0.3%

(3)

6

B. TAXONOMY-NON-ELIGIBLE ACTIVITIESCapex of taxonomy-non-eligible
activities (B)
TOTAL (A+B)

987.9

7

(1) CCM: Climate Change Mitigation(2) CCA: Climate Change Adaptation(3) O: Eligible and aligned activity; N: Eligible but non-aligned activity; N/EL: Non-eligible activity

The table below provides a cumulative view of the eligibility and alignment of the Group's CAPEX by objective.

8

Proportion of capex/total capex
Eligible by objective

Aligned by objective

Climate change mitigation

6.5%

—%

Climate change adaptation

0.8%

—%

Sustainable use and protection of water and marine resources—%

Transition to a circular economy—%

Pollution prevention and control—%

Protection and restoration of biodiversity and ecosystems—%

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

3.1.3 OPEXIn accordance with point a) of paragraph 1.1.3.2. of Appendix I of Delegated Regulation (EU) 2021/2178, the eligible operating expensesof Ubisoft Entertainment SA correspond to expenses directly related to hosting servers operated by the i3D.net subsidiary.
Thus, the Group’s share of eligible operating expenses for 2023-24 amounted to 0.3% out of a total of 387.3 million. No operating
expenses are aligned at March 31, 2024.

Absolute Opex (3)Proportion of Opex (4)Climate change mitigation(5)

Climate change adaptation(6)

Water and marine resources(7)

Circular economy (8)Pollution (9)Biodiversity and ecosystems(10)

Climate change mitigation(11)

Climate change adaptation(12)

Water and marine resources(13)

Circular economy (14)Pollution (15)Biodiversity and ecosystems(16)

Minimum safeguards (17)Taxonomy-aligned proportion of
CapEx (A.1.) or eligible (A.2.), FY23
(18)

Category (enabling activity) (19)Category (transitional activity) (20)

DNSH criteria(Does Not Significantly Harm)

(€M)

%

%

%

%

%

%

%

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

H

T

Code(s) (2)Substantial contribution criteria

Economic activities (1)A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Opex of environmentally
sustainable activities(Taxonomy-aligned) (A.1)

N/A

—

—%

—%

Enabling activity

—

—%

—%

—%

—%

—%

—%

—%

—%

Transitional activity

—

—%

—%

—%

—%

—%

—%

—%

—%

A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Data processing, hosting
and related activities

CCM

Opex of Taxonomy-Eligible
but not environmentally
sustainable activities (notTaxonomy-aligned activities)
(A.2)

(1)

8.1

N/A

Total (A.1 + A.2)

N (2)

N/EL

N/EL

N/EL

N/EL

N/EL

0.1%

1.1

0.3%

1.1

0.3%

0.1%

1.1

0.3%

0.1%

(2)

(2)

(2)

(2)

(2)

B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Opex of taxonomy non-eligible
activities (B)

386.2

99.7%

99.9%

TOTAL (A+B)

387.3

100.0%

100.0%(1) CCM: Climate Change Mitigation(2) O: Eligible and aligned activity; N: Eligible but non-aligned activity; N/EL: Non-eligible activity

The table below provides a cumulative view of the eligibility and alignment of the Group's OPEX by objective.
Proportion of Opex/total Opex
Eligible by objective

350

Aligned by objective

Climate change mitigation

0.3%

—%

Climate change adaptation—%—%

Sustainable use and protection of water and marine resources—%

Transition to a circular economy—%

Pollution prevention and control—%

Protection and restoration of biodiversity and ecosystems—%

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Application of the EU taxonomy to Ubisoft Entertainment SA’s business activities t

3.2

9Methodology for the assessment of activities with regard
to the technical review criteria

In order to assess the current level of alignment of activities identified as eligible, the Group has verified compliance with the technicalreview criteria for these activities and the minimum safeguards.

3.2.1 Substantial contribution and specific DNSH criteria

For this financial year, Ubisoft Entertainment SA targeted CAPEX with the highest potential for eligibility and alignment, while taking
into account the materiality of the amounts.

6.5

Transport by motorcycles, passenger cars and light commercial vehicles

The portion representing increases in tangible or intangible fixed assets over the past financial year related to vehicles (leasing orpurchase) was deemed immaterial. Consequently, the Group has decided not to continue to analyze the substantial contribution criteria
for this activity.

7.7

1

Acquisition and ownership of buildings

Given the complexity of the information needed to demonstrate compliance with the substantial contribution criteria, Ubisoft was
unable to qualify the alignment of its eligible buildings. Ubisoft will continue to implement escalation procedures in order to verify thecompliance of new real estate assets with the substantial contribution criteria of the Taxonomy 7.7 activity.

8.1

2

Data processing, hosting and related activities

Compliance with the European Code of Conduct on the energy efficiency of data centers (hereinafter “EU CoC”) required to qualify thealignment with the substantial contribution criteria could not be verified in its entirety. The Group will continue its analysis of the EU
CoC in order to assess the feasibility of its application as soon as possible.

3

13.3 Production of cinematographic films, videos and television programs; sound recording
and music publishing
The Group has not identified any content directly related to climate change adaptation.

3.2.2 General DNSH criteria – Adaptation

4

To date, the Group does not apply a specific procedure that systematizes the analysis of climate risks as defined by Taxonomy. Ubisoft
is considering the introduction of such provisions, in particular as part of the alignment of its data center activities and the acquisition ofownership or rights of use of real estate assets and its fleet of vehicles.

3.2.3 Minimum safeguards

5

In accordance with the minimum guarantees described in article 18 of the Taxonomy Regulation, companies wishing to publishalignment must be able to justify compliance with:■ the OECD Guidelines for Multinational Enterprises;■ the United Nations Guiding Principles on Business and Human Rights;■ the International Labour Organization Declaration on Fundamental Principles and Rights at Work;6■ the International Charter of Human Rights.
The final report of the European Platform on Sustainable Finance published in October 2022 (“Final Report on Minimum Safeguards”)
specified the scope of the requirements to be complied with in this alignment financial year. Four themes are highlighted by the reportand must be covered by the minimum safeguards: human rights (including workers’ and consumers’ rights), corruption, taxation andcompetition law.

7

Compliance with the Group’s minimum guarantees was analyzed in light of the non-alignment criteria proposed in this report. The latter
aim to ensure, on the one hand, that the Group has not caused violations of rights and regulations in relation to these four themes and,on the other hand, that procedures are in place within the Group in order to identify, assess, avoid and mitigate such violations.

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The Group carried out its review of the minimum safeguards centrally through workshops conducted with the departments concerned.
Based on these analyses, the Group has concluded that the minimum safeguards are met. The results of the analysis are presented below:■ To meet the minimum human rights safeguards, Ubisoft Entertainment SA relies on a set of human rights policies presented in theStatement of Non-Financial Performance (see section 5.4 of the annual financial report) and in its vigilance plan (see section 5.7 of
the annual financial report).
■ In terms of corruption, the Group relies on a comprehensive system, in accordance with the requirements of the Sapin 2 Law, for
the identification of corruption risks, prevention policies and alert processes, deployed across all activities in France and abroad anddetailed in the chapter 3 of this document (see section 3.2 of the annual financial report).
■ In terms of taxation, Ubisoft undertakes to comply with local legislation in all the countries in which it operates (see section 5.6.3 ofthe annual financial report).
■ On the subject of competition law, Ubisoft Entertainment SA raises its team members and executives’ awareness of the principles
of competition law through its Code of Conduct and directly trains the employees who are most exposed to these risks on antitrust
matters (see section 5.2.3 of the annual financial report).

METHODOLOGICAL NOTE ON THE TAXONOMY ANALYSIS
Definition of indicators
Sales
The portion of sales referred to in article 8 of Regulation (EU)2020/852 shall be obtained by dividing the portion of net sales
from products or services, including intangible assets,
associated with eligible economic activities that are alignedwith Taxonomy (numerator) by the net sales (denominator) as
defined in article 2(5) of Directive 2013/34/EU. Turnoverincludes income recognized in accordance with International
Accounting Standard 1(82)(a) as adopted by Commission
Regulation (EC) 1126/2008.
CAPEX
In accordance with paragraph 1.1.2.2 of Appendix I to
Commission Delegated Regulation (EU) 2021/2178, eligible andaligned investments meet one of the following conditions:■ These expenses are related to assets or processes
associated with economic activities that are eligible andaligned with Taxonomy;■ These expenses are part of a plan to expand taxonomyaligned economic activities or enable taxonomy-eligible
economic activities to align with the Taxonomy (“CapEx
Plan”);■ These expenses are related to the purchase of production of
economic activities that are eligible and aligned with
Taxonomy and individual measures enabling targeted
activities to become low carbon or lead to reductions ingreenhouse gas emissions (including activities listed inpoints 7.3 to 7.6 of Appendix I to the Delegated Climate Act,or other economic activities listed in the delegated acts).

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UBISOFT – UNIVERSAL REGISTRATION DOCUMENT – 2023-24

The amounts concerned include the inflows of tangible andintangible assets for the year in question, before amortization
and before any remeasurement, including adjustments
resulting from revaluations and impairments, for the financial
year in question, excluding changes in fair value. It also
includes inflows of tangible and intangible assets resulting
from business combinations.
OPEX
In accordance with paragraph 1.1.3.2. of Appendix I ofCommission Delegated Regulation (EU) 2021/2178, theoperating expenses retained by the Group pursuant to theprovisions of the Taxonomy relate to the following categories:■ Non-capitalized research and development expenses,
including in particular the associated personnel costs,
restated for tax credits received over the period;■ Short-term leases as determined in accordance with IFRS 16
and including expenses related to short-term leases and lowvalue leases;■ Maintenance, repair, servicing, and other direct expenses
related to the day-to-day maintenance of property, plant andequipment.

“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 €9,877,400.11
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
BRAZILB U LGA R I A
CA N A DACHINAFINLANDFRANCEGERMANYINDIAI 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 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