August 24 th, 2016 BULLETIN DES ANNONCES LEGALES OBLIGATOIRES Bulletin n 102

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1 August 24 th, 2016 BULLETIN DES ANNONCES LEGALES OBLIGATOIRES Bulletin n 102 Disclaimer This document is a free translation into English of the original French document. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text. NOTICES OF MEETINGS SHAREHOLDERS AND UNIT-HOLDERS MEETINGS UBISOFT ENTERTAINMENT A French société anonyme with a share capital of 8,710, Registered office: 107, avenue Henri Fréville - BP RENNES CEDEX 02 - FRANCE Corporate and Trade Register: RCS RENNES NOTICE OF MEETING The shareholders of UBISOFT ENTERTAINMENT SA are informed that a combined general Meeting (ordinary and extraordinary) will take place on Thursday, September 29 th, 2016, at 2:30 p.m. at the NOVOTEL PARIS EST 1, avenue de la République BAGNOLET - FRANCE, for the purpose of deliberating on the following agenda: AGENDA WITHIN THE SCOPE OF THE ORDINARY GENERAL MEETING 1. Approval of the separate financial statements for the financial year ended March 31, Allocation of earnings for the financial year ended March 31, Approval of the consolidated financial statements for the financial year ended March 31, Approval of regulated agreements and commitments 5. Opinion on the elements of compensation of Mr. Yves Guillemot, Chairman and Chief Executive Officer 6. Opinion on the elements of compensation of Mr. Claude Guillemot, Executive Vice President 7. Opinion on the elements of compensation of Mr. Michel Guillemot, Executive Vice President 8. Opinion on the elements of compensation of Mr. Gérard Guillemot, Executive Vice President 9. Opinion on the elements of compensation of Mr. Christian Guillemot, Executive Vice President 10. Re-election of Mr. Yves Guillemot as director 11. Re-election of Mr. Gérard Guillemot as director 12. Appointment of Ms. Florence Naviner as director 13. Appointment of Ms. Frédérique Dame as director 14. Setting the amount of directors attendance fees 15. Appointment of a new principal Statutory Auditor to replace the outgoing principal Statutory Auditor 16. Appointment of a new deputy Statutory Auditor to replace the outgoing deputy Statutory Auditor 17. Authorization for the Board of Directors to trade in Company shares AGENDA WITHIN THE SCOPE OF THE EXTRAORDINARY GENERAL MEETING 18. Authorization for the Board of Directors to reduce the share capital through cancellation of treasury shares held by the Company 19. Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, for the benefit of members of company or group employee savings plan(s) 20. Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, reserved for employees and/or corporate officers of certain subsidiaries of the Company within the meaning of Article L of the French Commercial Code, whose registered office is not in France, outside a company or group savings plan 21. Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, reserved for certain categories of beneficiaries as part of an employee share offer 22. Authorization for the Board of Directors to award ordinary shares of the Company free of charge as set forth in Articles L et seq. of the French Commercial Code to employees, including some or all members of the Ubisoft Group Executive Committee referred to in section of the Registration Document and/or of the Top Management, and/or corporate officers of affiliated companies, excluding the Company s corporate executive officers 23. Authorization for the Board of Directors to award ordinary shares of the Company free of charge as set forth in Articles L et seq. of the French Commercial Code to the Company s corporate executive officers 24. Authorization for the Board of Directors to grant options to subscribe for and/or purchase ordinary shares of the Company as set forth in Articles L et seq. of the French Commercial Code to the Company s corporate executive officers 25. Delegation of powers to the Board of Directors to issue shares and/or securities giving access to the share capital in exchange for contributions in kind made to the Company, without preemptive subscription rights for shareholders AGENDA WITHIN THE SCOPE OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETING 26. Powers to carry out formalities 1

2 DRAFT RESOLUTIONS ORDINARY BUSINESS FIRST RESOLUTION (Approval of the separate financial statements for the financial year ended March 31, 2016) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors management report and the Statutory Auditors report, hereby approves the separate financial statements for the financial year ended March 31, 2016, as presented (comprising the balance sheet, income statement and notes), which show a loss of 105,305,752.21, in addition to the transactions recorded in these financial statements or summarized in these reports. SECOND RESOLUTION (Allocation of earnings for the financial year ended March 31, 2016) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors report, resolves to allocate the loss for the financial year ended March 31, 2016 as follows: Net loss - 105,305, Retained earnings + 150,579, Balance to retained earnings + 45,273, The General Meeting also duly notes that no dividend has been distributed during the last three financial years. THIRD RESOLUTION (Approval of the consolidated financial statements for the financial year ended March 31, 2016) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors report on the management of the Group and the Statutory Auditors report on the consolidated financial statements, hereby approves the consolidated financial statements for the financial year ended March 31, 2016, as presented (essentially comprising the balance sheet, consolidated income statement and notes), which show a profit of 93,407,839.93, in addition to the transactions recorded in these financial statements or summarized in these reports. FOURTH RESOLUTION (Approval of regulated agreements and commitments) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Statutory Auditors special report on regulated agreements and commitments subject to Articles L and L et seq. of the French Commercial Code, hereby approves said report and notes that no new agreement or commitment subject to these provisions was entered into during the financial year ended March 31, FIFTH RESOLUTION (Opinion on the elements of compensation of Mr. Yves Guillemot, Chairman and Chief Executive Officer) The General Meeting, consulted in accordance with the recommendation of paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, which is the Company s reference code pursuant to Article L of the French Commercial Code, and acting in accordance with the quorum and majority requirements for ordinary general meetings, issues a favorable opinion on the elements of compensation due or awarded for the financial year ended March 31, 2016 to Mr. Yves Guillemot, Chairman and Chief Executive Officer, as presented in chapter 3, section of the Registration Document. SIXTH RESOLUTION (Opinion on the elements of compensation of Mr. Claude Guillemot, Executive Vice President) The General Meeting, consulted in accordance with the recommendation of paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, which is the Company s reference code pursuant to Article L of the French Commercial Code, and acting in accordance with the quorum and majority requirements for ordinary general meetings, issues a favorable opinion on the elements of compensation due or awarded for the financial year ended March 31, 2016 to Mr. Claude Guillemot, Executive Vice President, as presented in chapter 3, section of the Registration Document. SEVENTH RESOLUTION (Opinion on the elements of compensation of Mr. Michel Guillemot, Executive Vice President) The General Meeting, consulted in accordance with the recommendation of paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, which is the Company s reference code pursuant to Article L of the French Commercial Code, and acting in accordance with the quorum and majority requirements for ordinary general meetings, issues a favorable opinion on the elements of compensation due or awarded for the financial year ended March 31, 2016 to Mr. Michel Guillemot, Executive Vice President, as presented in chapter 3, section of the Registration Document. EIGHTH RESOLUTION (Opinion on the elements of compensation of Mr. Gérard Guillemot, Executive Vice President) The General Meeting, consulted in accordance with the recommendation of paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, which is the Company s reference code pursuant to Article L of the French Commercial Code, and acting in accordance with the quorum and majority requirements for ordinary general meetings, issues a favorable opinion on the elements of compensation due or awarded for the financial year ended March 31, 2016 to Mr. Gérard Guillemot, Executive Vice President, as presented in chapter 3, section of the Registration Document. 2

3 NINTH RESOLUTION (Opinion on the elements of compensation of Mr. Christian Guillemot, Executive Vice President) The General Meeting, consulted in accordance with the recommendation of paragraph 24.3 of the AFEP-MEDEF Corporate Governance Code, which is the Company s reference code pursuant to Article L of the French Commercial Code, acting in accordance with the quorum and majority requirements for ordinary general meetings, issues a favorable opinion on the elements of compensation due or awarded for the financial year ended March 31, 2016 to Mr. Christian Guillemot, Executive Vice President, as presented in chapter 3, section of the Registration Document. TENTH RESOLUTION (Re-election of Mr. Yves Guillemot as director) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having considered the Board of Directors report and noting that Mr. Yves Guillemot s term of office as director expires at the end of this meeting, resolves to re-elect Mr. Yves Guillemot for a four-year term, to expire at the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, ELEVENTH RESOLUTION (Re-election of Mr. Gérard Guillemot as director) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having considered the Board of Directors report and noting that Mr. Gérard Guillemot s term of office as director expires at the end of this meeting, resolves to re-elect Mr. Gérard Guillemot for a four-year term, to expire at the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, TWELFTH RESOLUTION (Appointment of Ms. Florence Naviner as director) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having considered the Board of Directors report, resolves to appoint Ms. Florence Naviner as director for a four-year term, to expire at the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, THIRTEENTH RESOLUTION (Appointment of Ms. Frédérique Dame as director) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having considered the Board of Directors report, resolves to appoint Ms. Frédérique Dame as director for a four-year term, to expire at the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, FOURTEENTH RESOLUTION (Setting the amount of directors attendance fees) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having considered the Board of Directors report, resolves to set the amount of directors attendance fees to be distributed among members of the Board of Directors at 600,000, for the current financial year and for each financial year thereafter, until the General Meeting decides otherwise. FIFTEENTH RESOLUTION (Appointment of a new principal Statutory Auditor to replace the outgoing principal Statutory Auditor) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, resolves to appoint the firm MAZARS as Principal Statutory Auditor to replace the company MB AUDIT, whose term of office is due to expire, said appointment being for a six-year term until the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, SIXTEENTH RESOLUTION (Appointment of a new deputy Statutory Auditor to replace the outgoing deputy Statutory Auditor) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, resolves to appoint the firm CBA as Deputy Statutory Auditor to replace Mr. Sébastien LEGEAI, whose term of office is due to expire, said appointment being for a six-year term until the close of the ordinary general meeting of shareholders voting on the financial statements for the year ending March 31, SEVENTEENTH RESOLUTION (Authorization for the Board of Directors to trade in Company shares) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings and having considered the Board of Directors report - including the description of the share buyback program in accordance with Articles et seq. of the General Regulations of the Autorité des Marchés Financiers (AMF): 1. authorizes the Board of Directors, with the option to sub-delegate under the conditions stipulated by law, pursuant to the provisions of Articles L et seq. of the French Commercial Code, the European Regulation (EC) No. 2273/2003 of December 22, 2003, the AMF General Regulations and market practices permitted by the AMF, to purchase or have the Company purchase its own shares, subject to a maximum number of shares representing: 3

4 10% of the share capital existing at any given time, this percentage being applied to the share capital adjusted to reflect transactions affecting the share capital after this meeting (it being specified that in the case of shares repurchased for market-making purposes under the liquidity agreement in the conditions specified below, the number of shares taken into account when calculating this 10% limit is the number of shares purchased less the number of shares sold during the term of this authorization), or 5% of the share capital for the shares purchased by the Company to be held and subsequently delivered in payment or in exchange during a merger, demerger or contribution, in accordance with the law; 2. resolves that these share purchases and sales may be carried out for any purpose permitted by the applicable laws and regulations, either in force now or in the future, and in particular: to ensure the liquidity and activity of the Ubisoft Entertainment SA shares through an investment services provider acting independently under a liquidity agreement in accordance with the code of ethics recognized by the AMF, to meet obligations resulting from stock option plans, free shares allocation plans or any other allocations or disposals of shares to employees and/or corporate executive officers of the Group or for the benefit of some of them, particularly in the context of a company and/or group savings plan or profit-sharing scheme, to retain the shares for delivery at a later date in exchange or as payment for any future acquisitions, to deliver the shares upon the exercise of rights attached to debt securities giving access, by any means, immediately and/or in the future, to the Company s share capital through redemption, conversion, exchange, presentation of a warrant or any other means, to cancel in whole or in part any repurchased shares under conditions provided for by law, subject to the authorization from the Extraordinary General Meeting, to implement any market practice that is or may come to be recognized by law or by the AMF; 3. resolves that: the maximum authorized unit purchase price, before expenses, may not exceed 60, i.e. a maximum amount of 676,617,060 based on the share capital on April 30, 2016, it being specified that the maximum unit purchase price and the maximum program amount shall be adjusted in the event of transactions on the share capital, including the capitalization of reserves followed by the creation and allocation of free shares and/or stock split or consolidation, the acquisitions made by the Company pursuant to this authorization may not cause the number of shares held directly or indirectly by the Company to exceed 10% of the number of shares comprising the share capital, the shares may be purchased, sold or transferred by any means, particularly on regulated markets, multilateral trading facilities or over the counter, including by block purchases or sales, sale and repurchase agreements, using derivatives or securities giving access to the Company s share capital and implementing option strategies, in compliance with the legal and regulatory requirements applicable as of the transaction date; 4. resolves that the Board of Directors may not, without prior authorization of the General Meeting, make use of this authorization after a third party has filed a public tender offer for the Company s shares and until the end of the offer period; 5. grants all powers to the Board of Directors, with the option to sub-delegate under the conditions stipulated by law: to implement this authorization, decide the terms of its implementation, place all stock exchange orders, enter into all agreements, prepare all documents (particularly information documents), allocate or re-allocate (in accordance with the legal provisions) the shares acquired, undertake all formalities, file official declarations and, in general, do whatever may be necessary to implement this authorization, in the event that the law or the AMF should extend or supplement the permitted objectives of share buyback programs, for the purpose of preparing a description of the program that takes such new objectives into account. The Board of Directors shall inform, in accordance with the legal requirements, the Annual General Meeting of the transactions carried out pursuant to this authorization. This authorization is granted for a period of eighteen months from the date of this meeting and in respect of the unused portion supersedes any previous authorization with the same purpose. EXTRAORDINARY BUSINESS EIGHTEENTH RESOLUTION (Authorization for the Board of Directors to reduce the share capital through cancellation of treasury shares held by the Company) having considered the Board of Directors report and the Statutory Auditors special report and in compliance with the provisions of Article L of the French Commercial Code: 1. authorizes the Board of Directors to proceed, at its sole discretion, on one or more occasions, with the reduction of the share capital, subject to the limit of 10% of the Company s share capital in any 24-month period, by canceling some or all of the shares that the Company holds or could hold as a result of the various authorizations to purchase shares granted by the General Meeting to the Board of Directors; 4

5 2. grants all powers to the Board of Directors, with the option to sub-delegate under the conditions stipulated by law, to perform these transactions within the limits and at the times it shall specify, to set the terms and conditions of these transactions, to make the necessary adjustments to any reserves, profits or premiums, to record their execution, to make the necessary amendments to the Articles of Association and, in general, to make all decisions and undertake all formalities. This authorization is granted for a period of eighteen months from the date of this meeting and in respect of the unused portion supersedes any previous authorization with the same purpose. NINETEENTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, for the benefit of members of company or group employee savings plan(s)) having considered the Board of Directors report and the Statutory Auditors special report and in compliance with the provisions of Articles L , L , L and L of the French Commercial Code and Articles L and L et seq. of the French Labor Code, hereby: 1. delegates its authority to the Board of Directors, with the option to sub-delegate under the conditions stipulated by law, to increase the share capital, at its sole discretion, on one or more occasions, at the times and according to procedures that it will decide upon, under the conditions provided for by law, by issuing ordinary shares and/or equity securities giving access, by any means, immediately and/or in the future, to other equity securities of the Company, for subscription in cash, reserved for members of one or more company or group savings plans offered by the Company and/or affiliated companies or groups within the meaning of Article L of the French Commercial Code and Article L of the French Labor Code; it is further specified that the issuance of any securities convertible to preference shares is not permitted; 2. resolves that the Board of Directors may allocate free of charge, to the beneficiaries referred to above, shares or equity securities giving entitlement, by any means, immediately and/or in the future, to other equity securities of the Company, in accordance with the legal and regulatory conditions, to replace all or part of the discount referred to in paragraph 5. below and/or as a Company contribution, it being specified that the benefit resulting from such allocation may not exceed the limits provided for in Articles L and L of the French Labor Code; 3. resolves that the nominal amount of the Company s capital increase, immediately or in the future, resulting from all issues carried out pursuant to this delegation (i) may not exceed 1% of the amount of share capital as of the date of the Board of Directors decision to increase the share capital, it being specified that said limit is an overall limit for all capital increases likely to be carried out pursuant to the nineteenth, twentieth and twenty-first resolutions before this meeting and is set without taking into account the nominal amount of shares in the Company that may be issued for the purpose of adjustments to be made in accordance with the law and applicable contractual provisions to protect the rights of holders of securities or other rights giving entitlement to share capital, and (ii) is deducted from the limit of 4,000,000 set out in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015; 4. resolves that the subscription price of the shares or securities issued will be determined under the conditions defined in Articles L to L of the French Labor Code; 5. resolves to set the maximum discount offered as part of a savings plan at 15% of the average quoted price of Ubisoft Entertainment SA shares on Euronext Paris over the twenty trading days prior to the date of the decision setting the opening date for subscriptions; however, the General Meeting specifically authorizes the Board of Directors, where it sees fit, to reduce or cancel the above-mentioned discount, within the legal and regulatory limits, particularly so as to take into account, inter alia, the legal, accounting, tax and social security regimes applicable locally; 6. decides to cancel, for the benefit of members of one or more savings plans, the preemptive rights of shareholders to subscribe for shares or securities that might be issued pursuant to this delegation of authority; said shareholders further waive any right to free shares and free securities convertible to equity that might be awarded pursuant to this delegation of authority; 7. notes that each share capital increase will only be completed up to the amount of shares subscribed for by the beneficiaries referred to above, individually or via company investment funds (FCPE) or open-ended investment companies or other structures permitted by the applicable legal and regulatory provisions, provided that this resolution may be used for the purpose of implementing leveraged plans in connection with a Company employee share ownership offer; 8. resolves that the Board of Directors will have all powers, with the option to sub-delegate under the conditions provided for by law, to implement this delegation of authority in accordance with the conditions set out above, and in particular to: decide on the features, amount and terms of each issue, decide whether the shares may be subscribed for directly by members of one or more savings plans or via company investment funds or open-ended investment companies or other structures permitted by the applicable legal and regulatory provisions, determine the relevant companies and beneficiaries, where applicable, establish the seniority conditions that beneficiaries must meet in order to subscribe for new shares or new securities to be issued in the context of capital increases within the scope of this resolution, 5

6 set the amounts of such issues and decide on subscription prices, subject to the limits laid down by this resolution, the terms and conditions of shares or securities to be issued pursuant to this delegation of authority, particularly their vesting date, the reduction rules applicable in the event of oversubscription, and the terms of their payment and delivery, decide on the opening and closing dates for subscriptions, in the event of free shares or free securities being granted, to establish the nature, features and number to be allocated to each beneficiary, and to decide on the dates, time limits, terms and conditions for allocating such shares or securities subject to the applicable legal and regulatory limits, and specifically to choose either to substitute in whole or in part the free allocation of such shares or securities for the aforementioned discount, or to deduct the value of such Company shares or securities from the amount of the Company contribution, or to combine both options, record the performance of the capital increase through the issuance of shares up to the amount of shares that will effectively be subscribed to, protect the rights of holders of securities giving entitlement to the Company s share capital in the future, in accordance with applicable legal and regulatory provisions, at its sole discretion and where it sees fit, deduct capital increase fees from the amount of premiums pertaining to these increases and deduct from this amount the amounts necessary to ensure that the legal reserve is maintained at a tenth of the new share capital after each increase, in general terms, perform all acts and formalities, take all measures, make all decisions and conclude all useful or necessary agreements in order to (i) ensure the successful conclusion of the issues performed by virtue of this delegation of authority and in particular for the issuance, subscription, delivery, vesting date and listing of the shares created, financial servicing of the new shares and the exercise of rights attached thereto, (ii) confirm the definitive realization of these capital increase(s) and make the corresponding amendments to the Articles of Association, (iii) proceed with the formalities subsequent to the realization of capital increases and, in general, do what is necessary. This delegation is valid for a period of twenty-six months from the date of this meeting and in respect of the unused portion supersedes any previous delegation with the same purpose. TWENTIETH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, reserved for employees and/or corporate officers of certain subsidiaries of the Company within the meaning of Article L of the French Commercial Code, whose registered office is not in France, outside a company or group savings plan) having considered the Board of Directors report and the Statutory Auditors special report and in compliance with Articles L , L et L et seq. of the French Commercial Code: 1. delegates its authority to the Board of Directors, with the option to sub-delegate under the conditions stipulated by law, to increase the share capital, at its sole discretion, on one or more occasions, at the times and according to procedures that it will decide upon, under the conditions provided for by law, by issuing ordinary shares and/or equity securities giving access, by any means, immediately and/or in the future, to other equity securities of the Company, for subscription in cash, reserved for one and/or all of the categories of beneficiaries defined below; it is specified that the subscription may be direct or via a company investment fund (FCPE) and that the issuance of any securities convertible to preference shares is not permitted; 2. resolves that the nominal amount of the Company s capital increase carried out pursuant to this delegation (i) may not exceed 1% of the amount of share capital as of the date of the Board of Directors decision to increase the share capital, it being specified that said limit is an overall limit for all capital increases likely to be carried out pursuant to the nineteenth, twentieth and twenty-first resolutions before this meeting and is set without taking into account the nominal amount of shares in the Company that may be issued for the purpose of adjustments to be made in accordance with the law and applicable contractual provisions to protect the rights of holders of securities or other rights giving entitlement to share capital, and (ii) is deducted from the limit of 4,000,000 set out in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015; 3. resolves that the subscription price for new shares to be issued pursuant to this delegation of authority will be set by the Board of Directors on the date that it sets the opening date for subscriptions, according to one of the following two methods, at the option of the Board of Directors: subscription price equal to the average quoted price of Ubisoft Entertainment SA shares on Euronext Paris over the twenty trading days prior to the date of the Board of Directors decision, less a maximum discount of 15%, where applicable, or subscription price equal to the Ubisoft Entertainment SA share price on Euronext Paris on the date of the Board of Directors decision, less a maximum discount of 15%, where applicable; 6

7 4. resolves to waive the preemptive rights of shareholders to subscribe for ordinary shares and/or securities that may be issued pursuant to this delegation of authority and reserves the right for them to be subscribed by employees and/or corporate officers of Ubisoft Group companies affiliated with the Company under Article L of the French Commercial Code and Article L of the French Labor Code, having their registered office outside France; it is specified that the subscription may be direct or through a company investment fund (FCPE) and that this resolution may be used for the purposes of implementing leveraged plans in connection with a Company employee share ownership offer; 5. resolves that this delegation of authority automatically implies, for the benefit of holders of units of securities issued pursuant to this resolution and granting entitlement to the Company s share capital, a waiver by shareholders of their preemptive rights to the shares to which such securities carry entitlement; 6. resolves that the Board of Directors will have all powers, with the option to sub-delegate under the conditions stipulated by law, to implement this delegation of authority in accordance with the conditions set out above, and in particular to: determine the dates, terms and conditions of the issue(s) with or without a premium, and determine the overall number of shares to be issued subject to the limits laid down in this resolution, determine the subscription options to be offered to employees in each of the relevant countries in accordance with local legal restrictions, and choose the countries from among those in which the Company has subsidiaries, in addition to the subsidiaries whose employees may participate in the offering, draw up the list of beneficiaries in the above-mentioned categories, and determine the number of shares that may be subscribed for by each one, decide on the share subscription price, in accordance with the terms set out in paragraph 3. of this resolution, decide on the payment terms for these shares within legal limits, if necessary, impose a mandatory retention period and set the vesting date of the shares to be issued, record the performance of the capital increase through the issue of shares, protect the rights of holders of securities giving entitlement to the Company s share capital in the future, in accordance with applicable legal and regulatory provisions, at its sole discretion and where it sees fit, deduct capital increase fees from the amount of premiums pertaining to these increases and deduct from this amount the amounts necessary to ensure that the legal reserve is maintained at a tenth of the new share capital after each increase, in general, perform all acts and formalities, take all measures, make all decisions and enter into all useful or necessary agreements in order to (i) ensure the successful conclusion of the issues performed by virtue of this delegation of authority and in particular the issuance, subscription, vesting date and listing of the shares created, the financial servicing of the new shares and the exercise of rights attached thereto, (ii) confirm the definitive completion of such capital increase(s) and make the corresponding amendments to the Articles of Association, (iii) proceed with the formalities subsequent to the realization of capital increases and, in general, to do what is necessary. This delegation of authority is valid for a period of eighteen months from the date of this meeting and in respect of the unused portion supersedes any previous authority delegated for the same purpose. TWENTY-FIRST RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or hybrid securities, with waiver of preemptive rights for shareholders, reserved for certain categories of beneficiaries as part of an employee share offer) having considered the Board of Directors report and the Statutory Auditors special report and in compliance with Articles L , L and L et seq. of the French Commercial Code: 1. notes that in some countries, legal or tax difficulties or uncertainties could make it difficult to implement structured employee share plans through company investment funds, and that it would be preferable to implement alternative plans to those offered to employees of companies who are members of a savings plan; 2. therefore delegates its authority to the Board of Directors, with the option to sub-delegate under the conditions stipulated by law, to increase the share capital, at its sole discretion, on one or more occasions, at the times and according to procedures that it will decide upon, under the conditions provided for by law, by issuing ordinary shares and/or equity securities giving access, by any means, immediately and/or in the future, to other equity securities of the Company, for subscription in cash, reserved for any financial institution or controlled subsidiary thereof, or any entity organized under French or foreign law, incorporated or unincorporated, whose sole purpose is to subscribe for, hold and dispose of shares and/or any other securities convertible to equity in the Company, for the implementation of leveraged plans as part of a Company employee share offer; it is specified that the issuance of any securities convertible to preference shares is not permitted; 7

8 3. resolves that the nominal amount of the Company s capital increase carried out pursuant to this delegation (i) may not exceed 1% of the amount of share capital as of the date of the Board of Directors decision to increase the share capital, it being specified that said limit is an overall limit for all capital increases likely to be carried out pursuant to the nineteenth, twentieth and twenty-first resolutions before this meeting and is set without taking into account the nominal amount of shares in the Company that may be issued for the purpose of adjustments to be made in accordance with the law and applicable contractual provisions to protect the rights of holders of securities or other rights giving entitlement to share capital, and (ii) is deducted from the limit of 4,000,000 set out in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015; 4. resolves that the subscription price of the new shares to be issued pursuant to this delegation of authority will be equal to the average quoted price of Ubisoft Entertainment SA shares on Euronext Paris over the twenty trading days prior to the date of the decision setting the opening date for subscriptions, less a maximum discount of 15%, where applicable; however, the General Meeting specifically authorizes the Board of Directors, where it sees fit, to reduce or cancel the above-mentioned discount, within the legal and regulatory limits, particularly so as to take into account, inter alia, the legal, accounting, tax and social security regimes applicable locally; 5. resolves to waive, in favor of the above-mentioned category of members, the preemptive rights of shareholders to subscribe for ordinary shares and/or securities that may be issued pursuant to this delegation of authority; 6. notes that this delegation of authority automatically implies, for the benefit of holders of securities issued pursuant to this resolution and granting entitlement to the Company s capital, a waiver by shareholders of their preemptive rights to the shares to which such securities carry entitlement; 7. resolves that the Board of Directors will have all powers, with the option to sub-delegate under the conditions stipulated by law, to implement this delegation of authority in accordance with the conditions set out above, and in particular to: determine the dates, terms and conditions of the issue(s), with or without a premium, and the overall number of shares to be issued subject to the limits set out in this resolution, draw up the list of beneficiaries in the above-mentioned category, and determine the number of shares that may be subscribed for by each one, decide on the share subscription price, in accordance with the terms set out in paragraph 4. of this resolution, decide on the payment terms for these shares within legal limits, set the vesting date for the shares to be issued, record the performance of the capital increase through the issuance of shares, protect the rights of holders of securities giving entitlement to the Company s share capital in the future, in accordance with applicable legal and regulatory provisions, at its sole discretion and where it sees fit, deduct capital increase fees from the amount of premiums pertaining to such increases and deduct from said amount the amounts necessary to ensure that the legal reserve is maintained at a tenth of the new share capital after each increase, in general, perform all acts and formalities, take all measures, make all decisions and enter into all useful or necessary agreements to (i) ensure the successful conclusion of the issuance performed by virtue of this delegation of authority and in particular the issuance, subscription, vesting date and listing of the shares created, the financial servicing of the new shares and the exercise of rights attached thereto, (ii) confirm the definitive completion of such capital increase(s) and make the corresponding amendments to the Articles of Association, (iii) proceed with the formalities subsequent to the performance of capital increases and, in general, do what is necessary. This delegation of authority is valid for a period of eighteen months from the date of this meeting. TWENTY-SECOND RESOLUTION (Authorization for the Board of Directors to award ordinary shares of the Company free of charge as set forth in Articles L et seq. of the French Commercial Code to employees, including some or all members of the Ubisoft Group Executive Committee referred to in section of the Registration Document and/or of the Top Management, and/or corporate officers of affiliated companies, excluding the Company s corporate executive officers) having considered the Board of Directors report and the Statutory Auditors special report and in compliance with Articles L et seq. of the French Commercial Code, as amended by Article 135 of Act No of August 6, 2015 for growth, activity and equal economic opportunities: 1. authorizes the Board of Directors to award, on one or more occasions, existing and/or new ordinary shares in the Company, free of charge, to employees or certain categories of employees, whom it will identify from among its employees, including some or all members of the Ubisoft Group Executive Committee referred to in section of the Registration Document and/or of the Top Management, and/or corporate officers of affiliated companies as defined by Article L of the French Commercial Code, excluding the Company s corporate executive officers as referred to in the twenty-third resolution; 2. resolves that the Board of Directors will proceed with the awards, identify the beneficiaries and determine the conditions and criteria for awarding the shares subject to the limits set out in this authorization; it is specified that with regard to: 8

9 - members of the Executive Committee, the final award of all shares will be contingent on the fulfillment of performance criteria assessed over a minimum period of three financial years and established at least on the basis of average Group EBIT (the Internal Criteria ). Moreover, the final award after assessment of the Internal Criteria shall depend on a sliding scale by stage based on the Company s stock market performance during the vesting period in compliance with existing policies (the Stock Market Criteria ), - certain members of the Top Management, the final award of all shares will be also subject to Stock Market Criteria. 3. resolves that: (i) the bonus award of ordinary shares pursuant to this authorization may not involve a number of existing or new shares exceeding 1.80% of the number of ordinary shares comprising the Company s share capital on the date of the Board of Directors decision to award the shares, it being specified that this limit is separate and distinct from the limit referred to in the twenty-third resolution of this meeting. The nominal value of ordinary shares in the Company to be issued where necessary in order to maintain, in accordance with the applicable law and any contractual provisions for other types of adjustment, the rights of holders of securities or other rights granting access to the Company s share capital will count towards this limit; (ii) subject to the above limit, the number of ordinary shares granted subject to Stock Market Criteria may not exceed 0.20% of the number of shares comprising the share capital on the date of the award by the Board of Directors; (iii) the nominal amount by which the Company s share capital is increased as a result of ordinary shares being issued pursuant to this authorization will be deducted from the limit of 4,000,000 stipulated in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015; 4. resolves that: - the award of shares to their beneficiaries will become final at the end of a vesting period: (i) of a minimum of three years for awards subject to Stock Market Criteria it being recalled that for Executive Committee members, the award(s) will also be subject to Internal Criteria, (ii) of a minimum of four years for awards not subject to Stock Market Criteria. - if the vesting period is set at three years pursuant to paragraph 4. (i) above, the beneficiaries shall retain said ordinary shares for a period defined by the Board of Directors, provided that the retention period may not be less than one year from the final award of said shares. However, the General Meeting authorizes the Board of Directors, insofar as the vesting period for all or some of one or several allocations would be a minimum of four years, not to impose a retention period for the shares considered. For all practical purposes, it should be noted that the Board of Directors may stipulate vesting and retention periods that are longer than the minimum periods set out above. 5. notes that this authorization automatically entails a waiver by shareholders of their preemptive right to subscribe for ordinary shares issued by virtue of this resolution, in favor of the beneficiaries; 6. resolves that, in the event of disability of the beneficiary corresponding to classification in the second or third category provided for in Article L of the French Social Security Code, the beneficiary will receive a final award of free shares before the end of the remaining vesting period and such shares will be immediately transferable; 7. delegates all powers to the Board of Directors, with the option to sub-delegate under the legal and regulatory conditions, to implement this authorization, in the conditions set forth above and subject to the limits authorized by the applicable legal texts, and in particular: to identify the beneficiaries and decide on the number of ordinary shares to be allocated free of charge to each one, subject to the limits laid down in this resolution, to establish the terms and conditions of the free share awards made pursuant to this authorization and the performance criteria on which the award to Executive Committee members is contingent, according to the terms and conditions set forth in this resolution and, where applicable, the performance criteria on which the final award to other beneficiaries could be contingent, to record the completion of capital increases, to amend the Articles of Association accordingly, and to proceed, where applicable, during the vesting period, with adjustments to the number of shares linked to potential transactions involving the share capital of the Company so as to protect the rights of the beneficiaries, and more generally, to complete all formalities necessary for the issue, listing and financial servicing of the securities issued pursuant to this resolution and to do whatever may be useful and necessary under the laws and regulations in force. The Board of Directors will inform the Ordinary General Meeting each year, in accordance with the legal and regulatory conditions (in particular Article L of the French Commercial Code), of the transactions performed in the context of this resolution. This authorization is granted for a period of thirty-eight months from the date of this meeting and in respect of the unused portion supersedes any previous authority delegated for the same purpose. 9

10 TWENTY-THIRD RESOLUTION (Authorization for the Board of Directors to award ordinary shares of the Company free of charge as set forth in Articles L et seq. of the French Commercial Code to the Company s corporate executive officers) having considered the Board of Directors report and the Statutory Auditors special report, in compliance with Articles L et seq. of the French Commercial Code, as amended by Article 135 of Act No of August 6, 2015 for growth, activity and equal economic opportunities: 1. authorizes the Board of Directors to proceed, on one or more occasions, with bonus awards of ordinary shares, existing or to be issued by the Company, for the benefit of its corporate executive officers; 2. resolves that the Board of Directors will proceed with the award and identify the beneficiaries from among the Company s corporate executive officers and, where applicable, establish the conditions and criteria for awarding the shares subject to the limits set out in this authorization; 3. resolves that the final award of all shares pursuant to this resolution will be contingent on the fulfillment of performance criteria assessed over a period of at least three consecutive financial years and measured according to the achievement of the following targets: (i) 50% on the basis of average Group EBIT (the Internal Criteria ) and (ii) 50% according to the performance of Ubisoft Entertainment SA share, measured against a panel of companies (the External Criteria ). Moreover, the final award after assessment of the Internal and External Criteria shall depend on a sliding scale by stage based on the Company s stock market performance during the vesting period in compliance with existing policies (the Stock Market Criteria ). 4. resolves that: (i) the bonus award of ordinary shares pursuant to this authorization may not involve a number of existing or new shares exceeding 0.05% of the number of ordinary shares comprising the Company s share capital on the date of the Board of Directors decision to award the shares, said limit being separate and distinct from the limit referred to in the twentyfourth resolution of this meeting. Where necessary, the nominal amount of ordinary shares to be issued in order to maintain, in accordance with the applicable law and any contractual provisions for other types of adjustment, the rights of holders of securities or other rights granting access to the Company s share capital will be added to this limit; (ii) corporate executive officers who are beneficiaries of an award under this resolution are not eligible for the stock option grant referred to in the twenty-fourth resolution of this meeting; (iii) the nominal amount by which the Company s share capital is increased as a result of ordinary shares being issued pursuant to this authorization will be deducted from the limit of 4,000,000 stipulated in the twenty-fourth resolution of the Combined General Meeting of September 23, 2015; 5. resolves that the award of ordinary shares to their beneficiaries will become final after a vesting period, the duration of which will be set by the Board of Directors, subject to a minimum period of three years, and that the beneficiaries shall retain said shares for a period defined by the Board of Directors, it being specified that the retention period may not be less than one year from the final award of said shares. However, the General Meeting authorizes the Board of Directors, insofar as the vesting period for all or some of one or several allocations would be a minimum of four years, not to impose a retention period for the shares considered. For all practical purposes, it should be noted that the Board of Directors may stipulate vesting and retention periods that are longer than the minimum periods set out above. 6. notes that this authorization automatically entails a waiver by shareholders of their preemptive right to subscribe for ordinary shares issued by virtue of this resolution, in favor of the beneficiaries; 7. resolves that, in the event of disability of the beneficiary corresponding to classification in the second or third category provided for in Article L of the French Social Security Code, the beneficiary will receive a final award of free shares before the end of the remaining vesting period and such shares will be immediately transferable; 8. delegates all powers to the Board of Directors, with the option to sub-delegate under the legal and regulatory conditions, to implement this authorization, in the conditions set forth above and subject to the limits authorized by the applicable legal texts, and in particular: to identify the beneficiaries from among the corporate executive officers and decide on the number of ordinary shares to be allocated free of charge to each one, subject to the limits laid down in this resolution, to establish the terms and conditions of the free share awards made pursuant to this resolution and the performance criteria on which the award is contingent, according to the terms and conditions set forth in this resolution, to record the completion of capital increases, to amend the Articles of Association accordingly, and to proceed, where applicable, during the vesting period, with adjustments to the number of shares linked to potential transactions involving the share capital of the Company so as to protect the rights of the beneficiaries, and more generally, to complete all formalities necessary for the issue, listing and financial servicing of the securities issued pursuant to this resolution and to do whatever may be useful and necessary under the laws and regulations in force. The Board of Directors will inform the Ordinary General Meeting each year, in accordance with the legal and regulatory conditions (in particular Article L of the French Commercial Code), of the transactions performed in the context of this resolution. 10