NOTICE TO ATTEND Combined General Meeting on September 22, 2008

Transcription

1 NOTICE TO ATTEND Combined General Meeting on September 22, 2008 The shareholders of Ubisoft Entertainment are hereby given notice to a mixed (ordinary an Extraordinary) General Meeting to be held on Monday, September 22 nd 2008 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... 3 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 September 22,, 2008 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 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 selected financial information below, relating to the fiscal years ending March 31, 2007 and March 31, 2008, is taken from the consolidated financial statements and presented pursuant to IFRS. In thousands of euros Sales 928, ,348 Operating profit (loss) 131,520 34,579 Net financial income 12,426 18,047 Share of profit of associates 28 3,149 Income tax (48,957) (15,217) Gain (loss) on the disposal of discontinued operations 14,827 - Group result 109,844 40,558 Equity 634, ,819 Production-related investments 186, ,196 Headcount 4,323 3,934 Increase in turnover At current exchange rates, revenue was up 36.4% in fiscal year 2007/2008. At constant rates, revenue growth was 42.9%. 1) By activity The breakdown of revenue by business line is as follows: Breakdown of revenue by business line in % terms 2007/ /2007 Change in volume Development 85% 76% +53% Publishing 12% 18% -9% Distribution 3% 6% -32% TOTAL 100% 100% +36% The strong growth in the Development business was due to the success of the major titles developed by the Group s studios, in particular, Assassin s Creed, Rainbow Six Vegas 2 and Rayman Raving Rabbids. Meanwhile, the decline in the Publishing business was due to the delay of games such as Haze and Brothers in Arms. 4

6 2) By platform CD-ROM PC 7% 16% Xbox % 28% Nintendo Wii 10% 14% PlayStation 3 20% 2% PlayStation 2 5% 16% DS 26% 11% PSP 4% 5% Game Boy Advance 1% 5% Xbox 0% 1% G-CUBE 0% 1% Miscellaneous 0% 0% TOTAL 100% 100% The Company accelerated its positioning in new consoles, which accounted for 86% of sales for the fiscal year: Nintendo DS and Sony PSP portable consoles: in total, these accounted for 30% of fiscal year sales. The growth was particularly significant for Nintendo DS, which benefited from the success of the Petz, Imagine and My Coach ranges. The Group gained a leadership position amongst independent publishers in this market in Microsoft Xbox 360 and PlayStation 3: these benefited from the success of Assassins Creed and the games published under the Tom Clancy brand, thanks in particular to their online gameplay. The Group is ranked third amongst independent publishers for these two consoles. Wii : the Group continued to see growth in value in this market with, in particular, the success of the Rayman Raving Rabbids 2 game. The Group is now ranked fourth amongst independent publishers. 3) Revenue by geographic destination Fiscal year % % (in millions of euros) France % % Germany % % UK % % Rest of Europe % % Total % % US/Canada % % Asia/Pacific % % Rest of world % % TOTAL % % The geographic breakdown of sales for fiscal year 2007/2008 reflected strong momentum in Europe, where the Group enjoyed sustained growth, particularly in Nintendo DS products, for which it is the market leader, but also the exceptional success of Assassin s Creed, which is ranked number 1 on the PlayStation 3 and number 3 on the Xbox 360. Accordingly, in 2007, the Group saw growth of 58% compared to market growth of only 25%. In North America, the Group s growth was impacted by the weakening dollar. The other regions continued to grow in importance, accounting for 7% of the Group s business. 5

7 Changes in the income statement The gross margin came in at 66.4% of revenue compared to 64.6% for fiscal year 2006/2007. This strong growth was expected. It reflects the growing portion of revenue posted on newgeneration consoles (86% of total revenue compared to 60%), as well as the impact of the major successes during the year that performed very well in terms of returns and discounts. Current operating profit before stock-options rose very sharply to million compared to 38.3 million in 2006/2007. This increase came on the back of: A million increase in the gross margin, linked to strong growth in sales ( million) and the improvement in the gross margin; A 31.6 million increase in development expenses, which accounted for 28.5% of revenue, an improvement of nearly 5 points. This significant improvement was down to better than expected performance on products developed internally, for which the bulk of expenses are fixed; and A 51.0 million increase in selling, marketing and administrative expenses, which also improved by one point to 23.6% of revenue. Net financial income was comprised of: 1.7 million in financial expenses, a clear improvement on the 7.3 million the previous year, 14.0 million in foreign exchange losses, a significant increase on 2006/2007, and A positive impact of 27.9 million related to the equity swap. The 14.8 million gain on the disposal of discontinued activities related to the disposal of Gameloft SA stock under the equity swap agreement signed with Calyon in July The Company recognized a tax charge of 50.0 million, which included research tax credits of 3.5 million and a 2.1 million expense related to a tax audit previously recognized in provisions. Earnings amounted to 110 million, representing 2.39 per share. Change in the working capital requirement and debt levels The working capital requirement amounted to ( 20) million compared to 29 million the previous year. Factoring in translation adjustments and the reclassification of Gameloft stock ( 25 million), this represented a 58 million improvement. This year, trade payables include 80 million for future commitments under external development and license agreements compared to 38 million the previous year. The strong improvement in debt and tax receivables should be noted, the positive impact of which was offset by the increase in inventory (+ 18 million), trade receivables (+ 7 million) and financial assets line item due to the measurement of the equity swap on Ubi stock. Net financial surplus is 149 million, an improvement of 94 million, on the back of a series of factors: Cash flow from operating activities of 59 million; A 58 million improvement in the working capital requirement; Capital increases of 16 million resulting from stock option conversions and the exercise of OBSARs (bonds with redeemable share warrants); Capital expenditure of 48 million on property, plant and equipment and intangible assets, including 33 million for the Tom Clancy license ( 13 million having been paid in previous years); The acquisitions of Sun Flowers and Digital Kids for a total of 18 million; The disposal of Gameloft stock for 25 million; 3 million in translation adjustments. 6

8 Capital expenditure policy Ubisoft continued its sustained capital expenditure policy, which should enable the Company to gain traction in new platforms, create new releases in various genres, and more generally increase its market share. Accordingly, in 2007/2008, internal production costs rose 16% from 161 million to 187 million. Production related capital expenditure 2007/ / / million 161 million 131 million % of total pre-tax revenue 20.11% 23.69% 23.85% Capital expenditure to average production headcount 55,983 53,531 52,159 Workforce at March 31, 2008 Ubisoft s key figures as of March 31, ,323 employees (average headcount for the fiscal year: 4,118), namely close to 10% up on March 31, 2007, Ubisoft has employees in 24 countries, 81% on the production side and 19% on the business side, Average age: 31.5 years, Average service with the company: 3.8 years. Breakdown of headcount by activity 1 Activity As of As of As of Production 3,481 3,194 2,729 Business Total 4,323 3,934 3,441 1 Headcount only includes permanent employees. Interns and temporary employees (intermittent workers and temporary staff) are thus excluded from the total. 7

9 Equity investments made during the fiscal year Equity swap agreement for Gameloft stock On July 12, 2007, Ubisoft Entertainment SA entered into two agreements with Calyon, the investment bank. The first agreement dealt with the disposal of all 13,367,923 Gameloft shares held by Ubisoft Entertainment SA (18.73% of the capital of Gameloft) for 6.08 each. The second related to Ubisoft Entertainment SA s ability to continue participating in upward or downward movements in the price of Gameloft stock vis-à-vis the 6.08 per share price set in the first agreement, until such time as Calyon disposes of the stock to a third party. Acquisition of new companies: - April 2007: purchase of the software publisher Sunflowers GmbH. Through this acquisition, Ubisoft Entertainment SA acquired a 30% interest in Related Designs Software GmbH. - In January 2008, acquisition of 100% of the Japanese studio Digital Kids Co. Ltd. Ubisoft Entertainment SA already distributed games developed by Digital Kids for the DS. Incorporations: - September 2007: establishment of Ubisoft Operational Marketing SARL - September 2007: establishment of the studio Chengdu Computer Software Co. Ltd. - December 2007: establishment of Ubisoft Counsel & Acquisitions SARL - February 2008: establishment of the studio Ubisoft Studios Montpellier SARL - February 2008: establishment of the development studio Ubisoft Singapore Pte Ltd. - March 2008: establishment of Ubisoft Limited. Equity investments: August 2007: acquisition of a 25% interest in the German company Avator Entertainment GmbH, a studio created to develop the Anno game on line. March 2008: disposal of the 25% interest in the German company Avator Entertainment GmbH. Events after the balance sheet date On April 15, 2008, Ubisoft acquired its first development studio in India, allowing the Group to continue to expand its studios in Asia. The studio currently employs 120 developers and testers. They will initially be working on porting games to handheld consoles and on strengthening Ubisoft s testing staff. On April 29, 2008, Ubisoft opened its first studio in the Ukraine, in the city of Kiev. The Group did not exercise its option of renewing the syndicated loan for an additional year: a new agreement was signed in May 2008 for a 180 million five-year loan. As of May 12, 2008, the 1,243,121 shares under the equity swap agreement were disposed of for an average of

10 Ubisoft Consolidated Financial Statements as of March 31, 2008 The consolidated financial statements for the fiscal year ended March 31, 2008 were prepared in accordance with the International Financial Reporting Standards (IFRS) applicable at that date as approved by the European Union. Financials Statements comparability Balance sheet Licensee s commitments are now booked for the amount engaged mentioned in the contract included the unpaid part. As of March 31, 2007, these unpaid commitments ( thousand) were presented as off balance sheet commitments. As of March 31, 2008, intangible assets outside development- and suppliers payables have been increased for thousand. Profit and loss Logistics costs, namely thousand as of March 31, 2007, which were previously recognized in «other operating expenses», are now included in «consumables used». Net reversals of depreciation, amortization and provisions ( thousand as of March 31, 2007), which were previously recognized under «other operating income», are now included net in «depreciation and amortization» and «provisions». Consolidated balance sheet: ASSETS Net Net In thousands of euros New presentation Goodwill 84,376 77,374 Other intangible assets 398, ,798 Property, plant and equipment 22,480 25,510 Investments in associates ,998 Other financial assets 2,517 2,458 Deferred tax assets 21,684 37,630 Non-current assets 529, ,768 Inventory 39,879 24,794 Trade receivables 84,226 87,857 Other receivables 91,683 73,959 Other current financial assets 39,284 19,183 Current tax assets 11,146 10,605 Cash and cash equivalents 228, ,552 Assets held for sale 25,058 - Current assets 520, ,950 Total assets 1,049, ,718 LIABILITIES AND EQUITY In thousands of euros Capital 7,165 7,037 Premiums 459, ,234 Consolidated reserves 57,685 38,990 Consolidated earnings 109,844 40,558 Equity (group share) 634, ,819 Minority interests Total equity 634, ,819 Provisions 1,861 1,952 Employee benefit 1,699 1,205 Long-term borrowings 23,323 22,706 Deferred tax liabilities 43,990 28,214 Non-current liabilities 70,873 54,077 9

11 Short-term borrowings 56,097 48,874 Trade payables 177, ,950 Other liabilities 95,505 75,895 Current financial liabilities 1,353 - Current tax liabilities 14,070 2,103 Current liabilities 344, ,822 Total liabilities and equity 1,049, ,718 Net financial surplus / debt Borrowings 79,420 71,580 Cash (120,973) (95,766) Net investment securities (107,940) (30,786) Net financial surplus / debt (149,493) (54,972) The Group s financial position improved by 94,521 thousand during the fiscal year. Consolidated income statement: In thousands of euros New presentation Sales 928, ,348 Other operating income 191, ,823 Cost of sales (329,984) (243,164) Changes in inventories of finished goods and work in progress 18,275 2,037 Employee benefits expense (205,010) (171,038) Other operating expenses (218,182) (161,079) Taxes and duties (6,872) (5,950) Depreciation and amortization (254,492) (230,000) Provisions 1,328 (1,038) Operating profit (loss) from continuing operations 124,578 34,939 Other operating income and expenses 6,942 (360) Operating profit (loss) 131,520 34,579 Income from cash and cash equivalents 2,605 1,476 Gross borrowing cost (2,926) (7,067) Net borrowing cost (321) (5,591) Financial income 43,521 38,201 Financial expenses (30,774) (14,563) Net financial income 12,426 18,047 Share of profit of associates 28 3,149 Income tax (48,957) (15,217) Gain (loss) on the disposal of discontinued operations 14,827 - Profit (loss) for the period 109,844 40,558 Minority interests - - Group Result 109,844 40,558 Basic earnings per share from continuing operations Diluted earnings per share from continuing operations Basic earnings per share from discontinued operations Diluted earnings per share from discontinued operations Capital expenditure on non-current assets: In thousands of euros 2007/ /2007 Goodwill 13,929 1,823 Other intangible assets 339, ,647 Property, plant and equipment 10,015 15,932 Financial assets 23,797 15,931 TOTAL 386, ,333 10

12 Consolidated cash flow statement: In thousands of euros Cash flows from operating activities Consolidated earnings 109,844 40,558 +/- Share of profit of associates (28) (3,149) +/- Gains / losses on the disposal of discontinued operations (14,827) - +/- Depreciation and amortization 254, ,118 +/- Provisions /- Cost of share-based payments 8,526 3,344 +/- Gains / losses on disposals 2, /- Other income and expenses calculated (600) (221) + Interest paid 5,231 4,678 + Income tax paid 18,891 7,129 Inventory (17,569) (1,914) Trade receivables (7,096) (842) Other assets (27,936) (34,830) Trade payables 60,714 22,862 Other liabilities 49,981 33,429 +/-Change in working capital from operating activities 58,095 18,705 TOTAL CASH FLOW GENERATED BY OPERATING ACTIVITIES 441, ,289 - Interest paid (5,231) (4,678) - Income tax paid (18,891) (7,129) NET CASH GENERATED BY OPERATING ACTIVITIES 417, ,482 - Payments for the acquisition of intangible assets and property, (349,193) (280,725) plant and equipment + Proceeds from the disposal of intangible assets and property, plant and equipment - Payments for the acquisition of financial assets (23,731) (15,778) +/- Other cash flows from investing activities (66) (153) + Repayment of loans and other financial assets 23,735 16,077 + Proceeds from the disposal of discontinued operations 25, /- Changes in scope (1) (18,342) 170 CASH USED BY INVESTING ACTIVITIES (342,012) (280,314) Cash flows from financing activities + New finance leases New medium and long-term borrowings ,740 - Repayment of finance leases (55) (230) - Repayment of borrowings - (151,933) + Accrued interest - (807) + Proceeds from shareholders in capital increases 15, ,551 +/- Sales / purchases of own shares (392) 625 +/- Other flows 3 (42) CASH GENERATED (USED) BY FINANCING ACTIVITIES 15,649 (15,036) Net change in cash and cash equivalents 91,275 (4,868) Cash and cash equivalents at the beginning of the fiscal year 78,653 80,894 Impact of translation adjustments 3,253 2,627 Cash and cash equivalents at the end of the fiscal year 173,181 78,653 (1) Including cash in companies acquired and disposed of (897) (17) 11

13 Ubisoft Entertainment SA Corporate Accounts Statements as of March 31, 2008 Revenue Revenue comes essentially from the invoicing of inter-company services and royalties. In thousands of euros March 31, 2008 March 31, 2007 Production / revenue 571,034 (1) 435,190 Operating profit (loss) 69,823 8,835 Net financial income 8, Profit (loss) before tax from 77,873 9,126 continuing operations Non-recurring items (700) 6,832 Profit (loss) for the period 75,212 16,047 (1) Including self-constructed assets of 204,025 thousand Statement of sources and uses of funds The Company s operations generated the following sources and uses during the period: Sources In thousands of euros Uses In thousands of euros Total cash flow from operating activities 292,925 Acquisition of intangible assets 246,629 New borrowings - Acquisition of property, plant and equipment 679 Capital increase 15,825 Acquisition of non-current financial 90,852 assets Disposal of non-current assets 16,851 Repayment of borrowings - Repayment of non-current 41,753 Decrease in current accounts 2,639 financial assets Total sources 367,354 Total uses 340,799 The resulting net was a 26,555 thousand increase in cash. Development costs As of March 31, 2008, total development costs came to 204 million, compared to million as of March 31, Scope of tax consolidation: As of March 31, 2008, the following companies were included in the tax consolidation group: - Ubisoft Entertainment SA (head of group) - Ubisoft France SAS - Ludi Factory SAS - Ubisoft EMEA SAS - Ubisoft Books and Records SAS - Ubisoft Organisation SAS - Ubisoft World SAS - Ubisoft Manufacturing & Administration SAS - Ubisoft Marketing International SARL 12

14 Earnings statement for the last five fiscal years (art. R of the French Commercial Code) Financial year Share capital ( ) 5,450,514 5,593,900 6,024,644 7,036,578 7,164,812 Number of ordinary shares 17,582,304 18,044,840 19,434,336 45,397,276 46,224,592 Number of preference shares Maximum number of potential shares to 6,385,287 7,172,031 6,249,938 3,020,002 3,808,907 be issued By conversion of bonds 2,598,318 2,598,297 1,814, By exercise of stock options 1,207,577 2,041,714 2,114,833 3,020,002 3,808,907 By exercise of share warrants 2,579,392 2,532,020 2,321, Revenue ( thousand) 165, , , , ,034 Earnings before tax, profit-sharing, 91, , , , ,662 D&A and provisions ( thousand) Income tax (credit) ( thousand) 96 (1,260) 2,303 (89) 1,961 Employee profit-sharing Earnings after tax, profit-sharing, D&A 1,305 20,085 (12,813) 16,047 75,212 and provisions ( thousand) Dividends paid Earnings after tax but before D&A and provisions, per share ( ) Earnings after tax, D&A and provisions, (0.66) per share ( ) Dividend per share Average headcount Total payroll ( thousand) Payroll taxes and employee benefits ( thousand)

15 Agenda Of the Combined General Meeting on September 22, 2008 Ordinary Agenda 1. Approval of the corporate financial statements for the fiscal year ended March 31, 2008 and discharge granted to the directors 2. Allocation of earnings 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. Authorization to buy back, retain or sell Ubisoft Entertainment shares 6. Powers for legal formalities Extraordinary Agenda 7. Authorization granted to the Board of Directors to reduce the share capital via the cancellation of shares 8. Delegation of authority to the Board of Directors to increase the share capital by issuing, with preferential subscription rights, shares and/or any securities granting entitlement to the Company s capital 9. Delegation of authority to the Board of Directors to increase the share capital by issuing, with waiving of preferential subscription rights, shares and/or any securities granting entitlement to the Company s capital 10. Delegation of authority to the Board of Directors to increase the share capital by issuing shares reserved for members of a Group savings scheme 11. Authorization given to the Board of Directors to grant subscription and/or purchase options ordinary shares 12. Authorization given to the Board of Directors to grant ordinary shares of the company free of charge 13. 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 registered offices outside France 14. Delegation of authority to the Board of Directors to increase the share capital by issuing, with waiving of preferential subscription rights in favor of a category of persons, shares and/or any securities granting entitlement to the Company s share capital 15. Delegation of authority to the Board of Directors to issue ordinary shares and/or securities granting entitlement to ordinary shares, in consideration for contributions in kind granted to the Company and comprised of shares or securities granting entitlement to the share capital 16. Overall maximum amount of capital increases 17. Preservation of delegations in period of public offer 18. Two-for-one stock-split 19. Powers for legal formalities 14

16 Text for draft resolutions Subjected to the vote of the Combined General Meeting on September 22,, 2008 Resolutions under the authority of the ordinary general meeting FIRST RESOLUTION (Approval of the corporate financial statements for the fiscal year ended March 31, 2008 and discharge granted to the directors) The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Shareholders' Meetings and having read the Management Report of the Board of Directors and the Report of the Statutory Auditors, approves the corporate financial statements for the fiscal year ended March 31, 2008 as presented (consisting of the balance sheet, income statement and notes), showing earnings of 75,212,163.38, and the transactions reflected in said financial statements or summarized in said reports. It accordingly discharges the directors in respect of the performance of their duties for the fiscal year ended March 31, SECOND RESOLUTION (Allocation of earnings for the fiscal year ended March 31, 2008) The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Shareholders' Meetings and having read the Report of the Board of Directors, resolves to allocate the earnings for the fiscal year ended March 31, 2008 as follows: - Earnings for the period 75,212, To the legal reserve, the amount of 12, thus brought to the 10% legal minimum Balance to the Other Reserves account 75,199, Thereby increased from 8,836, To 84,036, The General Shareholders' Meeting also records that it has distributed no dividend over the past three fiscal years. THIRD RESOLUTION (Approval of the consolidated financial statements for the fiscal year ended March 31, 2008) The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Shareholders' Meetings and having read the Report of the Board of Directors on the management of the Group and the Report of the Statutory Auditors on the consolidated financial statements, approves the consolidated financial statements for the fiscal year ended March 31, 2008 as presented (consisting of the balance sheet, consolidated income statement and notes), and the transactions reflected in said financial statements or summarized in said reports. 15

17 FOURTH RESOLUTION (Approval of the agreements and commitments covered stipulated in Articles L and seq. of the French Commercial Code) The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Shareholders' Meetings and having read the Special Report of the Statutory Auditors on the agreements and commitments covered by Articles L and seq. of the French Commercial Code, relating to the fiscal year ended March 31, 2008, duly notes the conclusions of said report and approves the agreements referenced therein. FIFTH RESOLUTION (Authorization to buy back, retain or sell Ubisoft Entertainment SA s shares) The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Shareholders' Meetings and having read the Report of the Board of Directors authorizes the Board of Directors, with the option to further delegate in the legally prescribed manner, pursuant to the provisions of Articles L and seq. of the French Commercial Code and in accordance with the applicable provisions of European Regulation no. 2273/2003 of December 22, 2003 and the General Regulations of the AMF (Autorité des Marchés Financiers) to buy back, retain and transfer Company shares, up to a number of shares representing at most 10% of the share capital that may exist at any point in time. This percentage applies to the capital adjusted on the basis of transactions impacting it subsequent to this Meeting. It is noted that the maximum percentage of shares bought back by the Company in order to be retained and subsequently used as consideration or in exchange in acquisitions is limited to 5% of the share capital as prescribed by law. Such buying and selling of shares may be carried out for any and all purposes that are currently authorized or may be authorized in future under applicable laws and regulations, and in particular the following: - Ensuring the liquidity of and making the market in Ubisoft Entertainment SA shares via an investment service provider acting independently, in accordance with the code of ethics recognized by the AMF; - Releasing shares upon exercise of rights attached to securities giving entitlement by any means, whether immediately or in the future, to the Company s share capital; - Granting shares to employees and corporate officers of the Ubisoft Group under any arrangement authorized by law and, in particular, via a company profit-sharing scheme, any company savings scheme, any bonus share grant plan, or any stock option plan for some or all of the Group s employees or corporate officers; - Retaining shares for subsequent release in exchange or as consideration in any acquisition up to a limit of 5% of the existing capital; - Canceling shares, subject to the approval of the seventh resolution submitted to this Meeting; - Implementing any market practice that may be recognized by law or by the AMF. The maximum authorized unit purchase price, not including expenses, is 120, namely a maximum of 555,578,304 on the basis of the share capital as of April 30, 2008, it being noted that in the event of a capital increase via the capitalization of reserves, the allocation of bonus shares and/or a stock-split or consolidation, the maximum unit purchase price and the overall program maximum will be adjusted accordingly. Use of the authorization may not result in the number of shares directly or indirectly held by the Company exceeding 10% of the number of shares in the share capital. 16

18 Shares may be bought back, sold or transferred by any means, including private transactions, the sale of blocks of shares, sale with repurchase options, the use of any derivatives traded on a regulated market or privately, and the implementation of option strategies. The buy back, sale or transfer of these shares may be carried out on one or more occasions, and at any time, except during public offerings involving Company shares. At each Annual General Shareholders' Meeting, the Board of Directors shall inform shareholders of the share purchases, transfers or cancellations carried out in this regard, and of the allocation and, as the case may be, the reallocation, in the legally prescribed manner, of the acquired shares to the various goals being pursued. The General Shareholders' Meeting fully empowers the Board of Directors, with the option to delegate in the legally prescribed manner, to place any stock market or off-market orders, enter into any agreements, draft any documents and in particular disclosure documents, allocate or reallocate shares bought back as per the law, carry out any formalities and make any representations to any organizations and, in general, do whatever is necessary. In addition, were the authorized goals for share buy-back programs to be extended or supplemented by law or by the AMF, the General Shareholders' Meeting fully empowers the Board of Directors to prepare an amended program description incorporating these modified goals. This authorization is granted for a period of eighteen months from the date of this Meeting. It immediately cancels the unused portion of the authorization to buy back Company shares granted by the Combined Ordinary and Extraordinary General Shareholders' Meeting of July 4, SIXTH RESOLUTION (Powers for legal formalities) The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Shareholders' Meetings, fully empowers the bearer of a copy or excerpt of the minutes of this Meeting for the purposes of carrying out all the legally prescribed filings and formalities, as and when required. 17

19 Resolutions under the authority of the extraordinary general meeting SEVENTH RESOLUTION (Authorization granted to the Board of Directors to reduce the share capital via the cancellation of shares) The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Shareholders' Meetings and having read the Report of the Board of Directors and the Special Report of the Statutory Auditors, and deliberating in accordance with Article L of the French Commercial Code, authorizes the Board of Directors to reduce the capital via the cancellation of, at its sole discretion, and on one or more occasions, up to a maximum of 10% of the Company s capital during each 24-month period, by canceling shares that the Company holds or may hold as a result of buy-backs made under the share buy-back programs authorized by the fifth resolution submitted to this Meeting or under share buy-back programs authorized prior or subsequent to the date of this Meeting. The General Shareholders' Meeting fully empowers the Board of Directors, with the option to delegate in the legally prescribed manner, to carry out these transactions for the amounts and at the timing of its choosing, set the terms and conditions thereof, make the necessary deductions from reserves, earnings or premiums, record completion thereof, accordingly amend the Articles of Association and, in general, make all decisions and carry out all formalities. This authorization is granted for a period of eighteen months from the date of this Meeting. The General Shareholders' Meeting immediately cancels the unused portion of the authorization granted by the Combined Ordinary and Extraordinary General Shareholders' Meeting of July 4, EIGHTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing, with preferential subscription rights, shares and/or any securities granting entitlement to the Company s capital) The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Shareholders' Meetings and having read the Report of the Board of Directors and the Special Report of the Statutory Auditors: 1) Authorizes the Board of Directors, in accordance with applicable legal and regulatory provisions, in particular those in Articles L , L and L to L of the French Commercial Code, to issue, on one or more occasions, in the proportions and at the timing of its choosing, with retention of shareholders' preferential subscription rights, both in France and abroad: (a) Shares of the Company, (b) Securities granting entitlement by any means, whether immediately or in the future, to the Company s share capital, (c) Securities granting entitlement by any means, whether immediately or in the future, to the share capital of a company in which the Company owns directly or indirectly at least half of the share capital. Securities other than shares issued under this resolution may be issued either in euros, a foreign currency, or any other currency unit established with reference to a basket of currencies and may be subscribed either in cash, or by offsetting against receivables. 18

20 Warrants allowing subscription to securities may be issued either by a subscription offer or in the form of bonus shares issued to the holders of existing shares. 2) Resolves that the maximum par value of share capital increases that may be carried out either immediately and/or in the future under this authorization, may not exceed 2,000,000, it being noted that (i) this maximum amount is set without taking account of the number of ordinary shares that may be issued to reflect adjustments to be made in accordance with applicable legal and contractual provisions, in order to uphold the rights of holders of securities or other rights granting entitlement to the Company s share capital, and that (ii) the maximum par value of share capital increases that may be carried out either immediately and/or in the future under this resolution shall be included in the overall maximum amount of 4,000,000 referred to in the sixteenth resolution of this Meeting. 3) Resolves that shareholders may exercise their preferential subscription rights as of right in the legally prescribed manner. Moreover, the Board of Directors may grant shareholders the right to subscribe on an excess basis for more securities than they would be entitled to subscribe for as of right, in proportion to the subscription rights that they hold and, in any event, within the number they request. Should subscriptions on a non-reducible and, where applicable, reducible basis do not absorb the entire issue of shares or securities as defined above, the Board may use one and/or more of the following options in any order it sees fit: - Limit the issue to the amount of subscriptions, provided said amount represents at least three-quarters of the approved issue; - Freely allocate all or part of the shares and/or other securities that have not been subscribed for; - Offer all or part of the shares and/or other securities that have not been subscribed for to the general public. 4) Records that, where applicable, the abovementioned authorization automatically includes the shareholders express waiver of their preferential subscription rights, in favor of holders of securities granting future entitlement to Company shares, to which these securities grant entitlement. 5) Resolves that the maximum principal of debt securities granting entitlement to the capital may not exceed 400,000,000, or the equivalent of this amount if issued in a foreign currency, or in any currency units established with reference to a basket of currencies on the date the decision to issue is taken, it being noted that this amount applies to all debt securities issued under the authorization granted to the Board of Directors by this General Shareholders' Meeting. 6) Resolves that, in accordance with the provisions of Article L of the French Commercial Code, this authorization is granted to the Board of Directors for a period of twenty-six months and supersedes any other authorization having the same purpose. The Board of Directors shall be fully empowered, with the option to further delegate in the legally prescribed manner, to implement this authorization and, in particular, to decide on the dates and procedures for such issues, as well as the form and features of the securities to be created, approve the prices and terms and conditions applicable to the issues, set the amounts to be issued, set the subscription dates and the dated date even retrospective of the securities to be issued, decide on the manner in which the shares or other securities issued will be paid up, the listing of the created securities, the servicing of the new shares and the exercise of the rights attached thereto, as the case may be, set their stock market buy-back terms and, in general, do whatever is necessary and enter into any agreements in order to successfully complete the planned issues and record the capital increase(s) resulting from any issues carried out under this authorization and accordingly amend the Articles of Association. 19

21 Moreover, the Board of Directors or its Chairman may charge any costs to the issue premium(s), in particular, expenses, duty and fees stemming from the carrying out of the issues. Should debt securities be issued, the Board of Directors shall be fully empowered, with the option of further delegating to the Chairman and, in particular, to decide whether said securities shall be subordinated or not, set their interest rate, term, fixed or variable redemption price with or without a premium, the amortization method depending on market conditions and the terms on which said securities shall grant entitlement to Company shares. NINTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing, with waiving of preferential subscription rights, shares and/or any securities granting entitlement to the Company s capital) The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Shareholders' Meetings and having read the Report of the Board of Directors and the Special Report of the Statutory Auditors: 1) Authorizes the Board of Directors, in accordance with applicable legal and regulatory provisions, in particular, those in Articles L , L , L , L and L to L of the French Commercial Code, to issue, on one or more occasions, in the proportions and at the timing of its choosing, with waiving of shareholders' preferential subscription rights, both in France and abroad: (a) Shares of the Company, (b) Securities granting entitlement by any means, whether immediately or in the future, to the Company s share capital, (c) Securities granting entitlement by any means, whether immediately or in the future, to the share capital of a company in which the Company owns directly or indirectly at least half of the share capital. Securities other than shares issued under this resolution may be issued either in euros, a foreign currency, or any other currency unit established with reference to a basket of currencies and may be subscribed either in cash, or by offsetting against receivables. 2) Resolves that the maximum par value of share capital increases that may be carried out either immediately and/or in the future under this authorization, may not exceed 2,000,000, it being noted that (i) this maximum amount is set without taking account of the number of ordinary shares that may be issued to reflect adjustments to be made in accordance with applicable legal and contractual provisions, in order to uphold the rights of holders of securities or other rights granting entitlement to the Company s share capital, and that (ii) the maximum par value of share capital increases that may be carried out either immediately and/or in the future under this resolution shall be included in the overall maximum amount of 4,000,000 referred to in the sixteenth resolution of this Meeting. 3) Resolves to waive shareholders preferential subscription rights for securities to be issued, it being noted that the Board of Directors may grant shareholders priority subscription in respect of any part of the issue, for the period and on the terms of its choosing. Said priority subscription shall not create marketable rights but, should the Board of Directors see fit, may be exercised both as of right and on an excess basis. 4) Resolves that, should subscriptions from shareholders and the general public not cover the full issue of shares or securities as defined above, the Board may use one and/or more of the following options in any order it sees fit: 20

22 - Limit, as the case may be, the issue to the amount of subscriptions, provided legally prescribed terms have been met; - Freely allocate all or part of the shares and/or other securities that have not been subscribed for. 5) Records that, where applicable, the abovementioned authorization automatically includes the shareholders express waiver of their preferential subscription right, in favor of holders of securities granting future entitlement to Company shares, to which these securities grant entitlement. 6) Resolves that any amount accruing, or that should accrue, to the Company for each of the shares and securities granting entitlement to the capital that are, or shall be issued, under the abovementioned authorization shall, after inclusion of the warrant issue price in the case of the issue of share subscription warrants, be at least equal to the minimum price provided for under legal and/or regulatory provisions applicable on the date of the issue, regardless of whether the securities to be issued immediately or in the future are comparable to the shares that have already been issued. 7) Resolves that the maximum principal of debt securities may not exceed 400,000,000, or the equivalent of this amount if issued in a foreign currency or in any currency units established with reference to a basket of currencies on the date the decision is taken, it being noted that said amount applies to all debt securities issued under the authorization granted to the Board of Directors by this General Shareholders' 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 future entitlement to a portion of the Company s share capital in consideration for shares accepting any stock swap offer made by the Company under Article L of the French Commercial Code, involving the securities of another company listed on one of the stock markets covered by said Article L of the French Commercial Code and further resolves to waive shareholders preferential subscription rights for said shares and securities in favor of the holders of these shares and securities. This authorization includes an express waiver by shareholders of their preferential subscription rights for the shares to which these securities may grant entitlement, whether immediately or in the future, to the share capital of the Company. The Board of Directors may, with the option to further delegate in the legally prescribed manner: - Set the exchange ratio and, as the case may be, the amount of the balance to be paid in cash; - Record the number of shares given in exchange; - Set the amounts to be issued, determine the procedures for the issue and the form of the securities; - Record the difference between the issue price of the new shares and their par value in a Contribution premium account under balance sheet liabilities, to which the rights of all the shareholders shall apply; - Where applicable, charge all expenses and fees stemming from the authorized transaction to said Contribution premium account; - In general, do whatever is necessary and enter into whatever agreements are necessary to successfully complete the authorized transaction. 9) Resolves that, in accordance with the provisions of Article L of the French Commercial Code, this authorization is granted to the Board of Directors for a period of twenty-six months and supersedes any other authorization having the same purpose. 21

23 The Board of Directors shall be fully empowered, with the option to further delegate in the legally prescribed manner, to implement this authorization and, in particular, to decide on the dates and procedures for such issues, and the form and features of the securities to be created, approve the prices and terms and conditions applicable to the issues, set the amounts to be issued, set the subscription dates and the dated date even retrospective of the securities to be issued, decide on the manner in which the shares or other securities issued will be paid up, the listing of the created securities, the servicing of the new shares and the exercise of the rights attached thereto, as the case may be, set their stock market buy-back terms and, in general, do whatever is necessary and enter into any agreements in order to successfully complete the planned issues and record the capital increase(s) resulting from any issues carried out under this authorization and accordingly amend the Articles of Association. Moreover, the Board of Directors or its Chairman may charge any costs to the issue premium(s), in particular, expenses, duty and fees stemming from the carrying out of the issues. Should debt securities be issued, the Board of Directors shall be fully empowered, with the option of further delegating to the Chairman and, in particular, to decide whether said securities shall be subordinated or not, set their interest rate, term, fixed or variable redemption price with or without a premium, the amortization method depending on market conditions and the terms on which said securities shall grant entitlement to Company shares. TENTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing shares reserved for members of a Group savings scheme) The General Shareholders' Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Shareholders' Meetings and having read the Report of the Board of Directors and the Special Report of the Statutory Auditors, and deliberating in accordance with Articles L , L , L and L of the French Commercial Code and Articles L (formerly 443-1) and seq. of the New French Labor Code: 1) Authorizes the Board of Directors to increase the share capital, at its sole discretion, on one or more occasions, at the timing and in the form of its choosing, in the legally prescribed manner, by issuing ordinary shares or securities granting entitlement to the Company s existing ordinary shares or to those to be issued, to be subscribed for in cash, reserved for members of a Group savings scheme of the Company and/or of the companies or consortia related as per the provisions of Article L of the French Commercial Code. 2) Resolves that (i) the par value of any immediate or future increase in the Company s capital, resulting from all the issues carried out under this authorization, shall be set at 0.2% of the total share capital on the date on which the Board of Directors makes its decision, it being noted that this maximum amount is set without taking account of the par value of the ordinary shares in the Company that may be issued to reflect adjustments to be made in accordance with applicable legal and contractual provisions, to uphold the rights of holders of securities or other rights granting entitlement to the share capital, and that (ii) the par value of Company share capital increases that may be carried out either immediately or in the future, resulting from the issues made under this authorization shall be included in the maximum amount of 4,000,000 set in the sixteenth resolution of this Meeting. 3) Resolves to waive shareholders preferential rights to subscribe for ordinary shares or securities granting entitlement to ordinary shares to be issued under this authorization, in favor of members of a Group savings scheme. 22