NOTICE TO ATTEND Combined General Meeting on July 4, 2007

Transcription

1 NOTICE TO ATTEND Combined General Meeting on July 4, 2007 The shareholders of Ubisoft Entertainment are hereby given notice to a mixed (ordinary an Extraordinary) General Meeting to be held on Wednesday 4 July 2007 at 5:00 p.m at: Palais Brongniart Salon d honneur Place de la Bourse Paris Bourse station Entrance facing to 40, rue Notre Dame des Victoires For the good order of the Meeting, please: introduce yourself in advance with your shareholding certificate (reception as from 4:15 p.m.) make sure, before entering the meeting room, that you obtained your voting box when signing the attendance sheet follow the instructions given at the beginning of the meeting as regards the practical procedures for voting

2 Table of contents Conditions to participate How to fill out the voting form Overview of the Ubisoft group s situation for the fiscal year Earnings statement for the last five fiscal years Agenda Text for draft resolutions Request for the delivery of documents and information Voting form attached 1

3 Conditions to participate in the Combined General Meeting on July 4, 2007 Formalities that must be completed prior to attending the meeting In order to participate in the meeting, be represented at the meeting or vote by absentee ballot, shares must be registered by 12:00 a.m. Paris time of the third business day preceding the meeting: for registered shares: in the registered share accounts maintained for the company by its agent, for bearer shares: in the bearer share accounts maintained by an authorized financial intermediary. The recording or registration of the shares is then evidenced by a shareholding certificate issued by the financial intermediary. Ways to participate in the meeting There are several different ways for shareholders to cast their votes: 1. personally attend the shareholders meeting; 2. give proxy to the Chairman of the meeting; 3. give proxy to the spouse or other Ubisoft Entertainment SA shareholder; 4. absentee voting (vote my mail). Shareholders wishing to attend the meeting in person must request an admission pass as follows: Registered shareholders: Send a request to Ubisoft Entertainment SA - Service des titres (Securities Department) For the attention of Isabelle Genouël - 28 rue Armand Carrel Montreuil-sous-Bois Cedex Bearer shareholders: Ask the authorized intermediary who manages their shares to have Ubisoft Entertainment SA send an admission pass based on the shareholding certificate sent to it. Shareholders not attending the meeting in person who wish to vote according to options 2, 3 or 4 must return the vote-by by-mail or vote-by by-proxy form to Ubisoft Entertainment SA at the address indicated above at least three days before the date of the shareholders meeting, accompanied, for bearer shares, by the shareholding certificate issued by the authorized financial intermediary. In accordance with Article R of the French Commercial Code, any shareholder having voted by absentee ballot, sent a proxy or requested an admission pass or shareholding certificate may no longer choose to participate in the meeting in any other manner. Documents related to this shareholders meeting are available to shareholders at company headquarters or at the company s business address - 28, rue Armand Carrel Montreuil-sous-Bois and will be sent free of charge to any shareholder who so requests (see form on page 34). For any information regarding the companyc ompany, shareholders may contact: Jean-Benoît Roquette Shareholder and Investor Relations Tel.: / ir@ubisoft.fr 2

4 How to fill out the voting form 3

5 Overview of the Ubisoft group s situation tion for the fiscal year Key figures The following selected financial information related to the fiscal years ended March 31, 2006 and March 31, 2007 is taken from the consolidated financial statements and presented in accordance with IFRS standards. In thousands of 03/31/ /31/2006 Sales 680, ,070 Operating result 34,579-1,391 Financial Result 18,047-9,110 Share in earnings of associates 3,149 19,109 Income tax expense -15,217 3,324 Net earnings (Group share) 40,558 11,932 Equity 521, ,258 Investment related to production 161, ,475 Personnel 3,934 3,441 Increase in turnover At current rates, sales increased by 24% over FY 2006/07; at constant rates, growth was 27%. 1) By activity Breakdown of sales by activity is as follows: Breakdown of sales by activity (%) 2006/ /06 Change in volume Development 76% 85% - 11% Publishing 18% 10% +124% Distribution 6% 5% +86% TOTAL 100% 100% The sharp increase in publishing and distribution activities illustrates the company s enhanced ability to attract more external studios and publishers thanks to the quality of its distribution network and the expansion of its publishing teams. 4

6 2) By platform 2006/ /06 PC CD-ROM 16% 16% Xbox % 14% Nintendo Wii 14% 0% PlayStation 3 2% 0% PlayStation 2 16% 27% DS 11% 6% PSP 5% 9% Game Boy Advance 5% 7% Xbox 1% 17% G-CUBE 1% 3% Miscellaneous 0% 1% TOTAL 100% 100% The company enjoyed an early positioning on new consoles, which accounted for 60% of the year s sales: Nintendo DS and Sony PSP portable consoles, which together represented 16% of sales during the year. Growth was particularly high for Nintendo DS, which benefited from the success of the Petz range and, more generally, from that of the platform itself, while sales on Sony PSP held steady. Microsoft s Xbox 360 : this platform benefited from the success of the games under the Tom Clancy brand, mainly as a result of their online gameplay. Wii : the success of games like Rayman Raving Rabbids and Red Steel have enabled the group to establish itself as a leader on this console. 3) By destination (in millions of ) 2006/07 % 2005/06 % France % % Germany % % United Kingdom % % Rest of Europe % % Total % % United States/Canada % % Asia-Pacific % % Rest of the world % 7 1.2% TOTAL TAL % % The geographic breakdown of 2006/07 sales is in line with that of the previous year and attests to the group s ability to develop on an equal basis in its two major regions, namely Europe and North America. Thus, whereas North America has the benefit of advance launches of new machines and stronger growth, Europe is helped by the emergence of new territories. 5

7 Changes in the income statement The gross margin was 66.5% of sales compared to 66% in FY 2005/06. This slight increase resulted from a high percentage of sales (60%) on next-gen consoles, which offset the customary fall in prices of games on previous-generation consoles. It also stems from the growth in online revenue which, although modest (accounting for less than 1% of sales), generates a margin of close to 100% and is expected to increase in the future. Current operating result before share-based payments was 38.2 million versus 3.1 million in 2005/06. This increase is the result of: a 91 million increase in the gross margin tied to the sharp growth in sales (+ 133 million), an 11 million reduction in commercial and structural expenses, which represent less than 26% of sales compared with 34% the previous year, a 67 million increase in development expenses, which represent 35% of sales, up nearly 4 points. Financial result breaks down as follows: 7.3 million in financial costs, 1.7 million in foreign exchange losses, 27 million linked to the positive impact of the equity swap. The 3.1 million profit pertaining to the affiliates represents the share in Gameloft SA s earnings. The company recognized a tax expense of 15.2 million, which includes research tax credits in the amount of 1.9 million. Net income was 40.6 million which translates into net earnings per share of Change in working capital requirement (WCR) and debt Working capital requirement fell in absolute value to 66 million compared to 79 million last year, justified by 7 million improvement and 6 million foreign exchange impact. Which, given the growth in commercial activity, represents only 9.7% of sales compared with 11% the previous year. The net financial position is now positive by 55 million versus net debt of 65 million in This 120 million improvement can be attributed to a number of factors: operating cash flow of 46 million, improvement in working capital requirement of 7 million, share capital increases in the amount of 107 million essentially resulting of conversion of OCEANE and stock purchase warrants, investments totaling 43 million, 25 million of which was used to acquire the Far Cry and Driver brands. 6

8 Investment policy Ubisoft has maintained its stated investment policy in order to gain a foothold on new platforms, create new licenses in different genres and, more generally, increase its market share. Thus, in FY 2006/07, in-house production costs increased by 24%, rising from 131 million to 161 million. Production-related investment 161 million 2006/ / / million 100 million % of total pre-tax sales 23.69% 23.85% 18.80% Investment related to average workforce 53,531 52,159 50,890 Workforce at March 31, 2007 Ubisoft key figures 3,934 employees (average staff during the year :3,734), around 15 % increase since , Offices in 22 countries, 81 % in production activities and 19 % in business activities, An average age of 31 years, An average seniority of 3.5 years. Distribution of staff by activity 1 Activity As s of As s of As s of Production Business Total 3, ,934 2,729 2, ,441 2,972 1 These include only permanents employees. The total number of employees therefore excluded trainees and temporay employees: intermittent and short term employees. 7

9 Equity interests during the fiscal year Creation of companies: - May 2006, creation of Ubisoft Entertainment Ltd (United Kingdom), wholly-owned subsidiary of Ubisoft Ltd, following the acquisition of Reflections Interactive Ltd s assets and entire development studio staff. - Creation of the following French companies: - April 2006: Ubisoft Editorial SARL and Ubisoft Production Montpellier SARL, - May 2006: Ubisoft Support Studios SARL and Ubisoft Production Annecy SARL, - July 2006: Ubisoft Paris Studio SARL and Ubisoft Castelnau SARL, - January 2007: Ubisoft Marketing International SARL. - June 2006, creation of Ubisoft EOOD (Bulgaria), wholly-owned subsidiary of Ubisoft Entertainment SA, - February 2007, creation of Ubisoft Digital Arts Inc (Quebec), wholly-owned subsidiary of Ubisoft Divertissements Inc. Share capital increase: In February 2007, Ubisoft Entertainment SA increased its equity ownership of Ubi Games SA through the capitalization of the current account totaling CHF 2.5 million or 1.5 million. Liquidation: January 2007, liquidation of Ubi Computer Software Beijing Company Ltd. (China). The impact of this liquidation on equity is 170 thousand. Potential assets and liabilities Deposition The lawsuit which pended between the company and a licensee since October 2003 concerning breach of license agreement has been handed down in Ubisoft Entertainment SA favor. The total amount will be known in the next few months. Events after closing of accounts Acquisition ion On April 6, 2007, acquisition of the Anno brand through the buyout of the German publisher Sunflowers Interactive Entertainment Software GmbH for 14.2 million. Through the transaction, Ubisoft will acquire a 30% stake in Related Designs Software GmbH, which developed Anno Ubisoft reinforces its position in the real-time strategy market. Anno TM, along with Ubisoft s The Settlers, is one of the most well known franchises in Germany. 8

10 Ubisoft Consolidated Financial Statements as of March 31, 2007 The consolidated financial statements at March 31, 2007 have been prepared in accordance with the IFRS international accounting standards ( International Financial Reporting Standards ) applicable at said date and as approved by the European Union. Consolidated balance sheet: ASSETS in thousands of euros Net Net 03/31/ /31/2006 Goodwill 77,374 80,032 Other intangible assets 264, ,959 Tangible assets 25,510 22,276 Investments in associates 33,998 30,034 Financial assets 2,458 2,702 Deferred income tax assets 37,630 42,321 Non-current assets 440, ,324 Inventory and work-in-progress 24,794 23,716 Trade receivables 87,857 91,246 Other receivables 73,959 62,290 Current financial assets 19, Current income tax assets 10,605 5,708 Cash and cash equivalents 126, ,991 Current assets 342, ,272 Total assets 783, ,596 LIABILITIES in thousands of euros 03/31/2007 / /31/2006 Capital 7,037 6,025 Additional paid-in capital 435, ,065 Equity component - 8,204 Consolidated reserves 38,990 30,032 Consolidated earnings 40,558 11,932 Equity (Group share) 521, ,258 Minority interests - - Total equity 521, ,258 Provisions 1,952 4 Employee benefits 1,205 1,156 Borrowings 22,706 54,981 Deferred tax liabilities 28,214 22,854 Non-current liabilities 54,077 78,995 Borrowings 48, ,354 Trade creditors and related accounts payable 81,178 71,033 Other debts 75,895 52,073 Financial liabilities - 1 Current income tax liabilities 2, Current liabilities 208, ,343 Total liabilities 783, ,596 9

11 Net borrowings 03/31/ /31/2006 Financial debts 71, ,335 Cash -95,766-99,732 Net investment securities -30,786-37,259 Net borrowings -54,972 65,344 The financial position improved by 120,316 thousand over the fiscal year. Consolidated income statement: in thousands of euros 03/31/ /31/2006 Sales 680, ,070 Other operating income 166, ,965 Costs of sales -229, ,623 Inventory change in finished products and work-in-progress 2,037 1,186 Wages and social security costs -171, ,674 Other operating expenses -174, ,883 Tax and duty -5,950-4,906 Depreciation -230,113-81,302 Provisions -2,568-79,440 Current operating result 34, Other operating income and expenses ,784 Operating result 34,579-1,391 Cash and cash-equivalent income 1,476 2,183 Cost of gross borrowings -7,067-10,693 Net borrowing costs -5,591-8,510 Financial income 38,201 17,369 Financial expenses -14,563-17,969 Financial result 18,047-9,110 Share in earnings of associates 3,149 19,109 Income tax expenses -15,217 3,324 Profit for the year 40,558 11,932 Attributable to minority interests - - Group 40,558 11,932 Net earnings per share Net earnings per share following the 2-for-1 stock split on December , 2006 Diluted net earnings per share Diluted net earnings per share following the 2-for-1 stock split on December 11,

12 Consolidated d cash flow statement: in thousands of euros 03/31/ /31/2006 Cash flow from operating activities Consolidated net income 40,558 11,932 +/- Share in earnings of associates -3,149-19,109 +/- Depreciation 230, ,792 +/- Provisions 884 2,776 +/- Cost of share-based payments 3,344 2,692 +/- Flow from disposal of fixed assets /- Other calculated income and expenses Interest paid 4,678 5,934 + Income tax paid 7,129 5,018 Inventory -1,914-2,873 Trade receivables ,688 Other assets -34,830-7,048 Trade payables 11,539-32,204 Other liabilities 33,429-18,434 +/- Change in working capital requirement 7,382-5,871 CASH FLOW FROM OPERATING ACTIVITIES 290, ,143 - Interest paid -4,678-5,934 - Income tax paid -7,129-5,018 NET CASH FROM OPERATING ACTIVITIES 279, ,191 - Purchases of tangible and intangible assets -269, ,866 + Sales of tangible and intangible assets Purchases of financial assets -15,778-4,227 +/- Other cash flows related to investment operations Proceeds from loans and other financial assets 16,077 3,787 +/- Change in scope of consolidation (1) ,691 CASH FLOW FROM INVESTING ING ACTIVITIES -268, ,628 Cash flow from financing transactions + New financial leasing loans New long- and medium-term loans 30,740 7,537 - Repayment of financial leasing loans ,040 - Repayment of loans -151,933-24,875 + Accrued interest Proceeds from issue of capital 106,551 40,786 +/- Sales/purchases of own shares /- Other cash flows CASH FLOW FROM FINANCING ACTIVITIES -15,036 21,383 Net change in cash and cash equivalents -4,868-7,054 Cash and cash equivalents at the beginning of the fiscal year 80,894 90,493 Exchange gains/losses on cash 2,627-2,545 Net cash position at the end of the fiscal year 78,653 80,894 (1) Including cash of companies acquired and sold ,697 Investments: K 2006/ /06 Goodwill 1,823 - Intangible 251, ,082 Tangible 15,932 13,784 Financial 15,931 4,380 TOTAL 285, ,246 11

13 Ubisoft Entertainment SA Corporate Accounts Statements as of March 31, 2007 Sales Sales consist primarily of services invoiced and intra-group royalties. K March 31, March 31, Production/sales 435, ,228 (1) Operating income 8,835-16,766 Net financial income/expense ,253 Pre-tax profit 9,126-29,019 Exceptional income 6,832 18,509 Net income 16,047-12,813 (1) Including self-constructed assets: 167,218 thousand Statement of applications-resources The company s business activity resulted in the following resources and applications during the year: Resources K Applications K Cash flow from operating activities 239,589 Purchases of intangible assets 209,048 New loans - Purchases of tangible assets 406 Increase in equity 106,368 Purchases of financial assets 27,965 Sale of fixed assets - Repayment of loans 147,162 Repayment of financial assets 26,125 Deferred charges on loans - Increase in current accounts 36,652 Other investments - Total resources 408,734 Total applications 384,581 The result is a surplus of 24,153 thousand. Development costs At March 31, 2007, development costs totaled million, compared with million at March 31, Scope of tax integration: At March 31, 2007, the following companies belonged to the tax group: - Ubisoft Entertainment SA (head of the group) - Ubisoft France SAS - Ludi Factory SAS - Ubisoft Graphics SAS - Ubisoft EMEA SAS - Ubisoft Books and Records SAS - Ubisoft Organisation SAS - Ubisoft World SAS - Ubisoft Manufacturing & Administration SAS 12

14 Earnings statement for the last five fiscal years (Art.135 of the Decree dated March 23, 1967) Fiscal year 2002/ / / / /07 Share capital ( ) 5,437,425 5,450,514 5,593,900 6,024,644 7,036,578 No. of ordinary shares 17,540,082 17,582,304 18,044,840 19,434,336 45,397,276 No. of preferred shares Max. number of shares to be created 4,310,780 6,385,287 7,172,031 6,249,938 3,020,002 Via bond conversion 2,704,771 2,598,318 2,598,297 1, Via exercise of stock options 1,552,743 1,207,577 2,041,714 2,114,833 3,020,002 Via exercise of subscription warrants 53,266 2,579,392 2,532,020 2,321,080 - Sales ( K) 128, , , , ,190 Earnings before taxes, profit sharing, 108,604 91, , , ,943 depreciation and amortization ( K) Income tax ( K) , Employee profit-sharing Earnings after taxes, profit-sharing, 5,900 1,305 20,085-12,813 16,047 depreciation and amortization ( K) Distributed earnings Earnings per share after taxes and before depreciation & amortization ( ) Earnings per share after taxes, depreciation and amortization ( ) Dividend allocated per share Average workforce Total payroll ( K) Social security contributions and benefits ( K)

15 Agenda Of the t Combined General Meeting on July 4, 2007 Ordinary Agenda 1. Approval of the corporate accounts for the fiscal year ended March 31, 2007 and final discharge granted to the directors 2. Allocation of profit for the fiscal year ended March 31, Approval of the consolidated financial statements for the fiscal year ended March 31, Approval of the agreements and commitments stipulated in Articles L and seq. of the French Commercial Code 5. Renewal of the term of M. Yves Guillemot, director 6. Renewal of the term of M. Michel Guillemot, director 7. Renewal of the term of M. Claude Guillemot, director 8. Renewal of the term of M. Gérard Guillemot, director 9. Renewal of the term of M. Christian Guillemot, director 10. Renewal of the term of M. Marc Fiorentino, director 11. Renewal of the term of a primary auditor 12. Appointment of an alternate auditor 13. Authorization for the purchase, retention or sale of Ubisoft Entertainment shares 14. Vesting of powers for legal formalities Extraordinary Agenda 15. Authorization granted to the Board of Directors to reduce the company's share capital via the cancellation of shares 16. Delegation of authority to the Board of Directors to increase the share capital through the issue, with pre-emptive rights, of shares and/or any securities granting entitlement to the company s capital 17. Delegation of authority to the Board of Directors to increase the share capital through the issue, with pre-emptive rights, of shares and/or any securities granting entitlement to the company s capital 18. Delegation of authority to the Board of Directors to increase the share capital through the issue of shares reserved for current and former employees enrolled in a Group savings plan 19. Authorization given to the Board of Directors to grant options to subscribe for and/or purchase ordinary shares 20. Authorization granted to the Board of Directors to issue ordinary shares of the company free of charge 21. Delegation of authority to the Board of Directors to issue shares reserved for the employees and corporate officers of the company s subsidiaries, as provided by Article L of the French Commercial Code, that have their headquarters outside of France 22. Delegation of authority to the Board of Directors to issue ordinary shares, without shareholders pre-emptive rights, to former holders of 2008 BSAR, which were redeemed early on February 26, Total maximum of share capital increases 24. Amendment of Article 6 of the Articles of Association regarding exceedance of thresholds 25. Amendment of Article 14 of the Articles of Association regarding shareholders meetings aimed at bringing the rules governing participation in shareholders meetings in line with Article R of the French Commercial Code (formerly 136 of Decree of March 23, 1967 introduced by Decree of December 11, 2006) 26. Vesting of powers for legal formalities 14

16 Text for draft resolutions Subjected to the vote of the Combined General Meeting on July 4, 2007 Résolutions under the authority of the ordinary general meeting FIRST RESOLUTION (Approval of the corporate accounts for the fiscal year ended March 31, 2007 and final discharge granted to the directors) The General Meeting, having met the quorum and majority conditions for Ordinary General Meetings and having read the Board of Directors management report and the statutory auditors report, approves the corporate accounts for the fiscal year ended March 31, 2007, as presented (including the balance sheet, income statement and appendix), showing a profit of 16,047,402.52, as well as the transactions recorded in these accounts or summarized in these reports. It therefore grants the Directors full and unqualified discharge of their duties for the fiscal year ended March 31, SECOND RESOLUTION (Allocation of profit for the fiscal year ended March 31, 2007) The General Meeting, having met the quorum and majority conditions required for Ordinary General Meetings and having read the Board of Directors report, resolves to allocate the profit for the fiscal year ended March 31, 2007 as follows: - to profit 16,047, to settlement of the losses carried forward account - 13,406, Balance 2,640, to the legal reserve up to an amount of - 198, thus amounting to 10% of the legal minimum Balance posted to the Other Reserves account 2,442, The General Meeting also notes that no dividends have been paid out during the preceding three fiscal years. THIRD RESOLUTION (Approval of the consolidated financial statements for the fiscal year ended March 31, 2007) The General Meeting, having met the quorum and majority conditions for Ordinary General Meetings and having read the Board of Directors report regarding the group s management and the auditors report regarding the consolidated financial statements, approves the consolidated financial statements for the fiscal year ended March 31, 2007, as presented (including the balance sheet, income statement and appendix), as well as the transactions recorded in these accounts or summarized in these reports. 15

17 FOURTH RESOLUTION (Approval of the agreements and commitments stipulated in Articles L and seq. of the French Commercial Code) The General Meeting, having met the quorum and majority conditions required for Ordinary General Meetings and having read the special auditors report concerning the agreements and commitments stipulated in Articles L and seq. of the French Commercial Code and relating to the fiscal year ended March 31, 2007, notes the conclusions of said report and approves the new agreements made during the fiscal year ended March 31, 2007 and the agreements that continued to be performed during the previous fiscal year, as cited therein. FIFTH RESOLUTION (Renewal of the term of a director) The General Meeting, having met the quorum and majority conditions for Ordinary General Meetings and having noted that the term of Mr. Yves Guillemot, Director, is expiring at the end of this meeting, resolves to renew said term for six years, which will expire at the end of the Ordinary General Meeting of Shareholders convened to vote on the accounts of the fiscal year ended March 31, SIXTH RESOLUTION (Renewal of the term of a director) The General Meeting, having met the quorum and majority conditions for Ordinary General Meetings and having noted that the term of Mr. Michel Guillemot, Director, is expiring at the end of this meeting, resolves to renew said term for six years, which will expire at the end of the Ordinary General Meeting of Shareholders convened to vote on the accounts of the fiscal year ended March 31, SEVENTH RESOLUTION (Renewal of the term of a director) The General Meeting, having met the quorum and majority conditions for Ordinary General Meetings and having noted that the term of Mr. Claude Guillemot, Director, is expiring at the end of this meeting, resolves to renew said term for six years, which will expire at the end of the Ordinary General Meeting of Shareholders convened to vote on the accounts of the fiscal year ended March 31, EIGHTH RESOLUTION (Renewal of the term of a director) The General Meeting, having met the quorum and majority conditions for Ordinary General Meetings and having noted that the term of Mr. Gérard Guillemot, Director, is expiring at the end of this meeting, resolves to renew said term for six years, which will expire at the end of the Ordinary General Meeting of Shareholders convened to vote on the accounts of the fiscal year ended March 31, NINTH RESOLUTION (Renewal of the term of a director) The General Meeting, having met the quorum and majority conditions for Ordinary General Meetings and having noted that the term of Mr. Christian Guillemot, Director, is expiring at the end of this meeting, resolves to renew said term for six years, which will expire at the end of the Ordinary General Meeting of Shareholders convened to vote on the accounts of the fiscal year ended March 31,

18 TENTH RESOLUTION (Renewal of the term of a director) The General Meeting, having met the quorum and majority conditions for Ordinary General Meetings and having noted that the term of Mr. Marc Fiorentino, Director, is expiring at the end of this meeting, resolves to renew said term for six years, which will expire at the end of the Ordinary General Meeting of Shareholders convened to vote on the accounts of the fiscal year ended March 31, ELEVENTH RESOLUTION (Renewal of the term of a primary auditor) The General Meeting, having met the quorum and majority conditions for Ordinary General Meetings and having noted that the term of the primary auditor KPMG SA, represented by Laurent Prévost, 15, rue du Professeur Jean Pecker - CS Rennes cedex, is expiring at the end of this meeting, resolves to renew said term for six years, i.e. until the end of the Ordinary General Meeting of Shareholders convened to vote on the accounts of the fiscal year ended March 31, TWELFTH RESOLUTION (Appointment of an alternate auditor) The General Meeting, having met the quorum and majority conditions for Ordinary General Meetings and having noted that the term of Mr. Pierre Berthelot, alternate auditor, is expiring at the end of this meeting, resolves to appoint as his replacement Mr. Prashant Shah 7, boulevard Einstein BP Nantes Cedex 3, for a term of six years, i.e. until the end of the Ordinary General Meeting convened to vote on the accounts of the fiscal year ended March 31, THIRTEENTH RESOLUTION (Authorization for the purchase, retention or sale of Ubisoft Entertainment shares) The General Meeting, having met the quorum and majority conditions required for Ordinary General Meetings and having read the Board of Directors report, authorizes the Board of Directors, with the right of delegation under the conditions provided by law pursuant to Articles L et seq. of the French Commercial Code and in accordance with the applicable provisions of European Regulation 2273/2003 of December 22, 2003 and the General Regulations of the Autorité des Marchés Financiers (AMF), to purchase, retain and sell shares in the company up to a limit of 10% of the share capital existing at any time, with said percentage applying to capital adjusted on the basis of the transactions affecting it subsequent to this meeting. It is understood that the maximum buyback percentage of shares acquired by the company for the purpose of their retention and delivery at a later date in exchange or as payment for external growth operations is limited to 5% of the capital, as provided by law. These share purchases and sales may be made for the purpose of any allocation allowed by law and the regulations in force either now or in the future, and particularly in the following cases: - To ensure the liquidity of Ubisoft Entertainment S.A. s share and to stimulate it on the secondary market through an investment service provider acting independently, in accordance with the code of ethics recognized by the AMF; - The delivery of shares in connection with the exercise of rights attached to securities granting entitlement by any means, either immediately or subsequently, to the company s share capital; - The allotment of shares to employees and corporate officers of the Ubisoft group in any format allowed by law, including as part of any company gainsharing plan, 17

19 employee savings plan, bonus issue of shares or stock option plan for the benefit of some or all of the group s employees or corporate officers; - The retention of shares for delivery at a later date in exchange or as payment for future external growth operations, up to a limit of 5% of the existing capital; - The cancellation of shares, subject to the adoption of the Fifteenth Resolution of this General Meeting; - The performance of any market practice that may come to be recognized by law or by the Autorité des Marchés Financiers. The maximum authorized unit purchase price, excluding expenses, is 70, or a maximum total of 317,887,276 based on the share capital as of April 30, 2007, with the understanding that in the event of a share capital increase through the capitalization of reserves, the allocation of bonus shares and/or a stock split or consolidation, the maximum unit purchase price and the maximum program price will be revised accordingly. Use of the authorization may not result in the number of shares held directly or indirectly by the company exceeding 10% of the number of shares comprising the share capital. Shares may be bought, sold or transferred by any means. These means include private transactions, sales of blocks of shares, sales with the option to repurchase, the use of any derivative financial instrument negotiated on a regulated market or by private agreement, and the implementation of operational strategies. Said shares may be bought, sold or transferred on one or more occasions and at any time, except during public offerings of company shares. The Board of Directors will inform shareholders at each annual General Meeting of share purchases, transfers or cancellations thus completed and of the allocation or, where applicable, the reallocation, under the conditions provided by law, of the shares acquired to the various desired objectives. The General Meeting grants all powers to the Board of Directors, with the right of delegation under the conditions provided by law, to place any stock exchange or off-market orders, sign any agreements, prepare any documents including those required for informational purposes, allocate or re-allocate shares acquired in accordance with legal requirements, carry out any formalities and make any declarations to any agency and, in general, take whatever action may be necessary. In addition, in the event that the authorized objectives of share buyback programs are expanded or supplemented by legislation or by the Autorité des Marchés Financiers, the General Meeting grants all powers to the Board of Directors to prepare an amended program description that includes these modified objectives. This authorization is granted for a period of 18 months from the date of this General Meeting. With regard to the unused portion, it immediately terminates the authorization granted by the Combined General Meeting of September 25, 2006 to purchase company shares. FOURTEENTH RESOLUTION (Vesting of powers for legal formalities) The General Meeting, having met the quorum and majority conditions required for Ordinary General Meetings, grants the bearer of a copy or excerpt of the minutes of this meeting full powers to file all documents and carry out all formalities required by law wherever necessary. 18

20 Resolutions under the authority of the extraordinary general meeting FIFTEENTH RESOLUTION (Authorization granted to the Board of Directors to reduce the company's share capital via the cancellation of shares) The General Meeting, having met the quorum and majority conditions for Extraordinary General Meetings and having read the Board of Directors report and the auditors special report, and ruling in accordance with Article L of the French Commercial Code, authorizes the Board of Directors to proceed, based solely on its decisions and on one or more occasions, with the reduction of share capital, up to a maximum of 10% of the company s capital in any 24-month period, via the cancellation of shares which the company holds or may hold as a result of purchases resulting from share purchase programs authorized by the thirteenth resolution submitted to this meeting or prior or subsequent to the date of this meeting. The General Meeting grants all powers to the Board of Directors, with the right of delegation under the conditions provided by law, to carry out these transactions within the limits and at the times it determines, establish the terms and conditions thereof, make the necessary charges against any reserve, earnings or premium account, record the completion thereof, amend the Articles of Association accordingly and, in general, make all decisions and complete all formalities. This authorization is granted for a period of eighteen months from the date of this General Meeting. With regard to the unused portion, the General Meeting immediately terminates the authorization granted by the Combined General Meeting of September 25, SIXTEENTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital through the issue, with pre-emptive rights, of shares and/or any securities granting entitlement to the company s capital). The General Meeting, having met the quorum and majority conditions required for Extraordinary General Meetings and having read the Board of Directors report and the auditors special report: 1) Authorizes the Board of Directors, in accordance with the applicable laws and regulations and in particular Articles L , L and L through L of the French Commercial Code, to issue, on one or more occasions, in the proportions and at the times it deems appropriate, with pre-emptive rights of shareholders, both in France and abroad: (a) shares in the company, with or without share subscription warrants; (b) securities giving a right, by subscription, conversion, exchange, redemption, presentation of a warrant, a combination of these means or in any other way, to the allocation, at any time or on a fixed date, of securities representing a share in the company's capital and issued or to be issued for this purpose, (c) warrants granting their holders the right to subscribe for securities representing a share in the company's capital, and authorizes the Board of Directors to increase the share capital to permit said warrants to be exercised, Said warrants may be issued by subscription offer under the above conditions or in the form of bonus shares issued to shareholders of record. 19

21 Securities other than shares issued pursuant to this resolution may be issued either in euros or in a foreign currency or in any other currency unit established with reference to several currencies. 2) Resolves that the maximum nominal amount of share capital increases that may be carried out immediately and/or subsequently by virtue of this authorization may not exceed 2,000,000, with the understanding (i) that this maximum amount is set without regard to the number of ordinary shares that may be issued to reflect any adjustments made, in accordance with the law and applicable contractual provisions, to preserve the rights of holders of securities or other rights granting entitlement to the company s shares, and (ii) that the maximum nominal amount of the share capital increases that may be carried out immediately and/or subsequently by virtue of this resolution will be included in the total maximum of 4,000,000 set out in this meeting s twenty-third resolution. 3) Resolves that shareholders may exercise their pre-emptive rights, under the conditions provided by law, on a non-reducible basis. In addition, the Board of Directors will be authorized to grant shareholders the right to subscribe, on a reducible basis, for a number of shares above their basic fixed entitlement, in proportion to the subscription rights they hold and, in any event, up to the limit of their application. If subscriptions on a non-reducible and, where applicable, reducible basis do not absorb the entire issue of shares or securities as stipulated above, the Board may use one or more of the following options in the sequence it considers the most appropriate: - It may limit the issue to the amount of the subscriptions, provided that said amount reaches at least three-fourths of the approved issue; - It may freely allocate all or some of the shares and/or other securities not subscribed for; - It may make a public offering of all or some of the shares and/or other securities not subscribed for. 4) Notes that, where applicable, the above authorization automatically entails, in favor of holders of securities that may be issued granting future entitlement to the company s shares, shareholders express waiver of their pre-emptive rights to which such securities give a right. 5) Resolves that the maximum principal nominal amount of debt securities granting entitlement to the capital may not exceed 100,000,000, or its equivalent value if issued in a foreign currency or any currency unit established with reference to several currencies as of the date on which the issue is approved, with the understanding that said amount applies to all debt securities whose issue is delegated to the Board of Directors by this General Meeting. 6) Resolves that this authorization is, in accordance with the provisions of Article L of the French Commercial Code, granted to the Board of Directors for a period of 26 months and supersedes any previous authorization having the same purpose. The Board of Directors will have full powers, with the right of delegation under the conditions provided by law, to use this authorization, and in particular to determine the dates and procedures for such issues, as well as the form and characteristics of the securities to be created; to approve the prices and terms of the issues; to set the amounts to be issued; to set the subscription dates and dated dates of the securities to be issued, including retroactively; to define the method of payment for the shares or other securities issued, the listing of the shares created, the servicing of the new shares and the exercise of rights attached thereto; where applicable, to define their buyback terms on the stock exchange; in general, to take any necessary action and to sign any agreements needed to successfully complete said issues; to 20

22 note the share capital increase(s) resulting from any issues completed under this authorization, and to amend the Articles of Association accordingly. In addition, the Board of Directors or its Chairman is empowered, where applicable, to charge to the issue premium(s) all and any costs, and notably expenses, dues and fees arising from the completion of the issues. In case of issues of debt securities, the Board of Directors will have full powers, including the right of delegation to the Chairman, to decide whether said securities will be subordinated or not, to set their interest rate, term, fixed or variable redemption price, with or without premium, amortization terms based on market conditions, and the conditions under which such securities will give their holders a right to the company's shares. SEVENTEENTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital through the issue, without pre-emptive rights, of shares and/or any securities granting entitlement to the company s capital). The General Meeting, having met the quorum and majority conditions required for Extraordinary General Meetings and having read the Board of Directors report and the auditors special report: 1) Authorizes the Board of Directors, in accordance with applicable laws and regulations and in particular Articles L , L , L , L and L through L of the French Commercial Code, to issue, on one or more occasions, in the proportions and at the times it deems appropriate, without pre-emptive rights of shareholders, both in France and abroad: (a) shares to which share subscription warrants for the company s shares may nor may not be attached; (b) securities giving a right, by subscription, conversion, exchange, redemption, presentation of a warrant, a combination of these means or in any other way, to the allocation, at any time or on a fixed date, of securities representing a share in the company's capital and issued or to be issued for this purpose, (c) warrants granting their holders the right to subscribe for securities representing a share in the company's capital, and authorizes the Board of Directors to increase the company s share capital to permit said warrants to be exercised. Said warrants may be issued by subscription offer under the above conditions or in the form of bonus shares issued to shareholders of record. Securities other than shares issued pursuant to this resolution may be issued either in euros or in a foreign currency or in any other monetary unit established with reference to several currencies. 2) Resolves that the maximum nominal amount of share capital increases that may be carried out immediately and/or subsequently by virtue of this authorization may not exceed 2,000,000, with the understanding (i) that this maximum amount is set without regard to the number of ordinary shares that may be issued to reflect any adjustments made, in accordance with the law and applicable contractual provisions, to preserve the rights of holders of securities or other rights granting entitlement to the company s shares, and (ii) that the maximum nominal amount of the share capital increases that may be carried out immediately and/or subsequently by virtue of this authorization will be included in the total maximum of 4,000,000 set out in the twenty-third resolution. 3) Resolves to cancel the pre-emptive right of shareholders to the securities to be issued, with the understanding that the Board of Directors may grant the shareholders a preferred subscription right to any part of the issue, for the period and under the 21

23 conditions set by the Board. This preferred right will not create negotiable rights; however, if the Board of Directors so decides, it may be exercised on both a reducible and non-reducible basis. 4) Resolves that, if subscriptions by the shareholders and the public do not absorb the entire share or securities issue as stipulated above, the Board of Directors may use one or more of the following options in the sequence it considers most appropriate: - Where applicable, limit the issue to the amount of the subscriptions if the conditions provided by law have been met, - Freely allocate all or some of the shares and/or other securities not subscribed for. 5) Notes that, where applicable, the above authorization automatically entails, in favor of holders of securities that may be issued granting future entitlement to the company s shares, shareholders express waiver of their pre-emptive rights to which such securities give a right. 6) Resolves that the sum accruing to or that should accrue to the company for each of the shares and securities granting entitlement to the capital that are or will be issued under the above authorization will, after inclusion of the warrant issue price in the case of share subscription warrants, be at least equal to the minimum price stipulated by applicable laws and regulations as of the date of the issue, regardless of whether the securities to be issued immediately or subsequently are comparable to shares issued previously. 7) Resolves that the maximum principal amount of debt securities will not exceed 100,000,000, or its equivalent value if issued in a foreign currency or a currency unit established by reference to several currencies as of the date on which the issue is approved, with the understanding that said amount applies to all debt securities whose issue is delegated to the Board of Directors by this General Meeting. 8) Resolves that the Board of Directors may use this authorization to issue, on one or more occasions, shares and/or securities granting immediate or deferred entitlement to a portion of the company s share capital in payment of securities contributed to a takeover bid initiated by the company, pursuant to Article L of the French Commercial Code, involving the exchange of company stock for the securities of another company listed on one of the stock exchanges referred to in said Article L of the Commercial Code, and resolves to eliminate, in favor of the holders of these securities, the shareholders pre-emptive right to said shares and securities. This authorization includes an express waiver by shareholders of their pre-emptive right to the shares to which the securities may entitle them, which will be in the form of convertible bonds and share subscription warrants issued autonomously. The Board of Directors may, with the right of delegation under the conditions provided by law: - Establish the exchange parity and, where applicable, the amount of the balance to be paid in cash; - Record the number of shares exchanged; - Establish the amounts to be issued and determine the terms of the issue and the form of the securities; - Post the difference between the issue price of the new shares and their face value to a share premium account on the liabilities side of the balance sheet, to which the rights of all shareholders will apply; - If necessary, charge all costs and fees generated by the authorized transaction to this share premium account; 22

24 - In general, take all necessary action and sign all agreements to ensure that the authorized transaction is successfully completed. 9) Resolves that this authorization, in accordance with the provisions of Article L of the French Commercial Code, is granted to the Board of Directors for a period of 26 months and supersedes any previous authorization having the same purpose and option of granting a preference period to shareholders. The Board of Directors will have full powers, with the right of delegation, under the conditions provided by law, to use this authorization, and in particular to determine the dates and procedures for such issues, as well as the form and characteristics of the securities to be created; to approve the prices and terms of the issues; to set the amounts to be issued; to set the subscription dates and dated dates of the securities to be issued, including retroactively; to define the method of payment for the shares or other securities issued, the listing of the shares created, the servicing of the new shares and the exercise of rights attached thereto; where applicable, to define their buyback terms on the stock exchange; in general, to take any necessary action and to sign any agreements needed to successfully complete said issues; to note the share capital increase(s) resulting from any issues completed under this authorization, and to amend the Articles of Association accordingly. Furthermore, the Board of Directors or its Chairman may, where appropriate, charge all costs to the issue premium(s), including the expenses, dues and fees generated by such issues. In case of issues of debt securities, the Board of Directors will have full powers, including the right of delegation to the Chairman, to decide whether said securities will be subordinated or not, to set their interest rate, term, fixed or variable redemption price, with or without premium, amortization terms based on market conditions, and the conditions under which such securities will give their holders a right to the company's shares. EIGHTEENTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital through the issue of shares reserved for current and former employees enrolled in a Group savings plan) The General Meeting, having met the quorum and majority conditions for Extraordinary General Meetings and having read the Board of Directors report and the auditors special report, and in accordance with the provisions of Articles L , L , L and L of the French Commercial Code and Articles L et seq. of the French Labor Code: 1) Authorizes the Board of Directors to increase the share capital at its sole discretion, on one or more occasions and at the times and according to the procedures determined by it, under the conditions established by law, through the issue of ordinary shares or securities granting entitlement to the company s existing ordinary shares or those to be issued, to be subscribed for in cash and reserved for current and former employees of the company and affiliated companies or groups, as defined in Article L of the French Commercial Code, who are enrolled in a group savings plan. 2) Resolves (i) that the nominal amount of any immediate or subsequent increase in the company s share capital resulting from all issues carried out by virtue of this authorization is set at 0.05% of the total share capital as of the day on which the decision is made by the Board of Directors, with the understanding that this maximum amount is defined without regard to the face value of the ordinary company shares that may be issued to reflect adjustments made, in accordance with the law and applicable contractual provisions, to protect the rights of holders of securities or other rights granting entitlement to the capital, and (ii) that the nominal amount of any immediate or 23