2018

REGISTRATION
DOCUMENT
and Annual Report
 Contents
Message from the Chairman 3 5 Corporate social responsibility 109
5.1 Methodology note on employee-related,
environmental and societal reporting 110
Statement by the person
5.2 Corporate Social Responsibility
responsible for the Registration strategy 113
Document 4
5.3 Employee-related indicators 113
5.4 Environmental indicators 125
1 Key figures 5 5.5 Societal indicators 132
5.6 Duty of Care 137
1.1 Quarterly and annual
consolidated sales 6 5.7 Independent third party’s report 138

1.2 Sales by platform 7

1.3 Sales by geographic region 8 6 Financial statements 141
6.1 Consolidated financial statements
2 Group presentation 9 as at March 31, 2018 142
6.2 Statutory Auditors’ report on the
2.1 Group profile and strategy 10 consolidated financial statements 204
2.2 History 10 6.3 Separate financial statements
2.3 Financial year highlights 11 of Ubisoft Entertainment SA for
the year ended March 31, 2018 209
2.4 Subsidiaries and equity investments 12
6.4 Statutory Auditors’ report on
2.5 Research and development, the separate financial statements 240
investment and financing policy 15
6.5 Statutory Auditors’ special report
2.6 2017/2018 performance review on regulated agreements and
(non-IFRS data) 17 commitments 244
2.7 Outlook 20 6.6 Ubisoft (parent company) results
for the past five financial years 246

3 Risks and internal control 21 7 Information on the Company

3.1 Risk factors 22
and its Capital 247
3.2 Risk management and internal
control procedure 29 7.1 Legal information 248
7.2 Share capital 251
4 Corporate governance report 35 7.3 Share ownership 258
7.4 Securities market 264
4.1 Corporate governance 36
7.5 Financial communication 267
4.2 Compensation for the administrative
and management bodies 67
4.3 Auditors 108 8 Cross-reference tables 269
Registration Document cross-reference table 270
Management report cross-reference table 272
CSR cross-reference table 273
Annual report cross-reference table 275
 Registration
Document 2018
and Annual Report

The French version of this Registration Document was filed on June 6, 2018 with the Autorité des
Marchés Financiers (AMF) in accordance with Article 212-13 of its General Regulation. It may be
used in connection with a financial transaction if accompanied by a memorandum approved by the
Autorité des Marchés Financiers. This document has been prepared by the issuer and is binding upon
its signatories.
Pursuant to Article 28 of Commission Regulation (EC) No. 809/2004, the following information is
incorporated by reference in this Registration Document:
♦ the consolidated and separate financial statements and the relevant Statutory auditors’ reports
for the financial year ended March 31, 2017, presented in the Registration Document filed
on July 21, 2017 under No. D.17-0787, pages 125 to 219;
♦ the consolidated and separate financial statements and the relevant Statutory auditors’ reports
for the financial year ended March 31, 2016, presented in the Registration Document filed
on July 22, 2016 under No. D.16-0729, pages 103 to 181.

- 2018 Registration Document 1

2 - 2018 Registration Document
Message from the Chairman
Dear Shareholders and Partners,

Ubisoft performed extremely well across the board during the The short and medium terms are indeed exciting both in terms of
previous financial year. Following the comeback of Assassin’s Creed® growth potential and the increase in our profitability. Opportunities
Origins, the success of Mario + Rabbids® Kingdom Battle and the abound: from our growth capacity in the digital realm to our potential
continued excellent performance of multiplayer games Rainbow in the promising PC and mobile segments, particularly in China,
Six® Siege, The Division® and Ghost Recon® Wildlands, our last without forgetting our progress in esports.
release of the year, Far Cry® 5, became the second most successful
In the longer term, new types of games, particularly those involving
launch in the Company’s entire history. Players, who are the key
streaming, should significantly increase our addressable market and
to our strategy, have hailed of the quality of our games and our
permit our flagship brands to become playable on all media and,
ever-growing engagement with the communities. These results
potentially, accessible to half of the world’s population. Through our
reflect the determination of the Ubisoft teams to continuously
investments in Ubisoft Club, our online services platform, and in
improve player experience post-release.
artificial intelligence, which is undergoing exponential growth, we
Accordingly, we exceeded our objectives regarding sales, up by 19% will be able to adapt game experiences according to player profiles,
at €1,732 million, and non-IFRS operating profit, which reached with the objective of providing ever-richer experiences. To develop
a record level of €300 million. The Group’s digital transformation our expertise in these areas of excellence, we are opening new studios
continues to grow at a pace exceeding our expectations and now in regions that offer both special access to universities on the cutting
represents 58% of our total sales. This success has resulted in much edge of these fields and to a dynamic talent pool. This strategy is
greater visibility than in the past, reduced our dependence on new possible thanks to our multi-studio organization, which facilitates a
releases and has had a very positive impact on our profitability. Our collaboration among our different teams that is unparalleled in the
games now benefit from longer development periods, which have industry, with particular attention paid to the sharing of knowledge,
had a positive impact on their quality and financial contribution, expertise and technologies.
as demonstrated by the success of Assassin’s Creed® Origins
I would also like to once again note the change in our stock ownership
and Far Cry 5.
over the past year. It has specifically resulted in two new long term
This performance is the result of our long term strategy based on the shareholders who are true experts in the video game industry and
creation and ownership of our brands and on continued investment the world of technology. This positive change was made possible
in our teams and their skills. We have established an organization by the excellent execution of our strategy and the decisive support
for our production on which we can rely to deliver both high quality of our talent pool, our players and our shareholders. I would like
games and solid online services. We are building a Group that is to extend my warmest thanks to each of you.
increasingly adaptable and responsive, relying on the sustained
and acknowledged commitment of player communities, which are
real partners for our teams. These differentiating factors will be Yves Guillemot
major assets for Ubisoft in the years to come, enabling it to seize all Chairman and Chief Executive Officer
opportunities created by future changes in the industry.

- 2018 Registration Document 3

 Statement by the person responsible for the Registration Document
This is a free translation into English of the person responsible for the Registration Document issued in French language and it is
provided solely for the convenience of English speaking readers.

Sir,

I confirm, after having taken all reasonable measures to this effect, The Statutory auditors’ report on the consolidated financial
that the information contained in this Registration Document is, statements for the financial year ended March 31, 2018 appears
to my knowledge, accurate and free from any omission likely to on pages 204 and 208 of this Registration Document. It contains an
affect its import. observation drawing the attention of the reader to the “Comparability
of financial statements” note in the Notes to the consolidated
I confirm that, to my knowledge, the financial statements have been
financial statements which shows the impact of the early application
prepared in accordance with the applicable accounting standards
of IFRS 9 as of April 1, 2017.
and provide a true and fair view of the assets and liabilities, financial
position and results of the Group and all companies consolidated The Statutory auditors have certified without reservation the
therein, and that the management report information listed on consolidated financial statements of the past three financial years.
page 272 of Chapter 8 is a true presentation of the evolution of the
The Statutory auditors’ report on the separate financial statements
business activity, revenue and financial position of the Group and
for the financial year ended March 31, 2016 (pages 180 and 181 of
all companies consolidated therein, as well as a description of the
this Registration Document) contains no comment.
main risks and uncertainties facing them.
The Statutory auditors’ report on the separate financial statements
I have obtained a completion letter from the Statutory auditors
for the financial year ended March 31, 2017 (pages 216 and 217 of
in which they confirm that they have examined the information
this Registration Document) contains no comment.
relating to the financial position and statements presented in this
Registration Document, and that they have read the document in The Statutory Auditors’ report on the separate financial statements
its entirety. for the financial year ended March 31, 2018 (pages 240 and 243 of
this Registration Document) contains an observation drawing the
The historical financial information presented in this Registration
attention of the reader to the “Comparability of financial statements”
Document was the object of Statutory auditor’s reports which appear
note of the Notes to the separate financial statements regarding
on pages 152 to 153 and 185 to 186 of the 2016 and 2017 Registration
the first application of ANC [Accounting Standards Commission]
Documents.
rule No. 2015-05 regarding the accounting of forward financial
The Statutory auditors’ report on the consolidated financial instruments and hedging transactions beginning on April 1, 2017.
statements for the financial year ended March 31, 2016 appears on
The Statutory auditors have certified without reservation the separate
pages 152 to 153 of the 2016 Registration Document. It includes an
financial statements of the past three financial years.
observation drawing the attention of the reader to the “comparability
of financial statements” note in the “Accounting principles and
measurement methods” section of the notes to the consolidated Yves GUILLEMOT,
financial statements which sets out the impacts of IFRIC 21 on levies.
Chairman and Chief Executive Officer
The Statutory auditors’ report on the consolidated financial
statements for the financial year ended March 31, 2017 appears on
pages 185 and 186 of the 2017 Registration Document.

4 - 2018 Registration Document

1 Key figures

1.1 QUARTERLY AND ANNUAL 1.3 SALES BY GEOGRAPHIC

CONSOLIDATED SALES 6 REGION 8

1.2 SALES BY PLATFORM 7

- 2018 Registration Document 5

1 Key figures
Quarterly and annual consolidated sales

1.1 Quarterly and annual consolidated sales

900

800
725

700 649

600
530 541

500
In € millions

400

300 264

202
200
139 142

100

1st quarter 2nd quarter 3rd quarter 4th quarter

2017/2018 2016/2017

Change at Change at
current constant
Sales (in € millions) 2017/2018 2016/2017 exchange rates exchange rates*
1st quarter 202 139 45.2% 45.7%
2 quarter
nd
264 142 85.8% 88.6%
3rd quarter 725 530 36.8% 41.0%
4th quarter 541 649 -16.6% -11.2%

FINANCIAL YEAR TOTAL 1,732 1,460 18.6% 22.9%

* The method used for calculating sales at constant exchange rates is that of applying to the figures for the period in question the average exchange rates used for the same
period of the previous financial year

6 - 2018 Registration Document

 Key figures
Sales by platform

1.2 Sales by platform

1
42% 41%

27%
23%

18% 18%

8%
7% 7% 7%

2%

4 PC TM
60 S® 3 ii™ U™
e™ rs*
®
ion n
ITC
H X3 P W ii he
tat XO XB
O W Ot
yS O SW
Pla XB O
ND
NTE
NI

2017/2018 2016/2017

* Mobile, derivative products, etc.

- 2018 Registration Document 7

1 Key figures
Sales by geographic region

1.3 Sales by geographic region

The breakdown of Group sales by geographic region is as follows (in € millions):
TOTAL WORLD:
2017/2018: 1,732 2016/2017: 1,460

814

687

TOTAL EUROPE:
2017/2018: 635 2016/2017: 559

279 47% 47%

243
212
162
124 126
106 106 102 108
16% 17%
12% 70
52
11%
6% 7% 7% 7% 7% 7%
4% 4%

e y om e a ific ld
nc an gd op ad ac or
Fra rm in Eur an /P W
Ge dK of s/C sia the
ite Re
st ate A of
Un St st
ite
d Re
Un
2017/2018 2016/2017

8 - 2018 Registration Document

2 Group presentation

2.1 GROUP PROFILE AND 2.5 RESEARCH AND

STRATEGY 10 DEVELOPMENT,
INVESTMENT
2.2 HISTORY 10 AND FINANCING POLICY 15
2.5.1 Research and development
policy 15
2.3 FINANCIAL YEAR 2.5.2 Investment policy 15
HIGHLIGHTS 11
2.5.3 Financing policy 16
2.4 SUBSIDIARIES AND
EQUITY INVESTMENTS 12 2.6 2017/2018 PERFORMANCE
REVIEW (NON-IFRS DATA) 17
2.4.1 Investments during
the financial year 12 2.6.1 Definition of financial
indicators that are not
2.4.2 Business activities strictly accounting-related 17
of subsidiaries 12
2.6.2 Changes in the income
2.4.3 Simplified organization chart 14 statement 18
2.6.3 Change in WCR and debt
levels 18

2.7 OUTLOOK 20

- 2018 Registration Document 9

2 Group presentation
Group profile and strategy

2.1 Group profile and strategy

Ubisoft’s main business activities are centered around the the Company’s growth. Today, video game franchises have an
production, publishing and distribution of video games for consoles, increasingly significant impact within the entertainment industry as
PC, smartphones and tablets in both physical and digital formats. a whole. Owning its own brands is, therefore, an essential advantage
when it comes to maximizing their potential and reaching an even
Ubisoft stands out from its direct competitors due to its unique
wider audience.
ability to keep on developing new brands organically. The Group
now benefits from an expanded portfolio of strong franchises that are Thanks to the strong growth of its digital activities over the last
more geared to player commitment over the long-term: Assassin’s few financial years, Ubisoft has succeeded in transforming its
Creed, Far Cry, For Honor®, Tom Clancy’s Ghost Recon, The Crew®, business model to focus on more profitable and recurring business.
Tom Clancy’s Rainbow Six, Tom Clancy’s The Division and Watch Player communities and their commitment over time have grown
Dogs®. significantly. This has fed into a sharp rise in back catalog sales and
Ubisoft owns its brands along with the technologies and knowhow player recurring investment.
needed to develop them, thus offering long-term visibility on

2.2 History

1986: Creation of Ubisoft 2007/2018: A real creator of franchises

by the five Guillemot brothers. and acceleration of the digital business
Ubisoft maintains its reputation as a key player. With Assassin’s
Creed, Watch Dogs and Tom Clancy’s The Division, Ubisoft claims
1989-1995: International expansion
three of the four most successful new brand launches in the history
Ubisoft opens its first sales and marketing subsidiaries in the United of video gaming, including Tom Clancy’s The Division in the number
States, Germany and the United Kingdom and its first internal one spot (1). Over this period, Ubisoft also developed the Just Dance
development studios in France and Romania. music game series.
Launch in 1995 of Rayman®, Ubisoft’s first major franchise. The Group is part of a significant movement towards multiplayer
franchises with the successful comeback of Tom Clancy’s Ghost
Recon and Tom Clancy’s Rainbow Six and creations of For Honor,
1996-2001: Organic growth and strategic Steep®, The Crew and Tom Clancy’s The Division.
acquisitions
2012 launch of Ubisoft Club (Uplay), an online (PC and consoles)
Flotation on the Paris stock exchange in 1996. and distribution (PC) services platform.
Opening of new studios including Shanghai in 1996 and Montreal Between 2012 and 2018, the percentage of digital sales rose from
in 1997. Acquisition in 2000 of Red Storm Entertainment (Tom 11.7% to 58%.
Clancy games) and acquisition in 2001 of Blue Byte Software (The
Studios opened in Chengdu (China) in 2007, Singapore and Kiev in
Settlers®). This strategy powered Ubisoft into the world’s top 10
2008 and Toronto in 2009. Launch in 2011 of the Motion Pictures
independent publishers in 2001.
business. Opening of studios in the Philippines and in Belgrade in
2016, in Bordeaux, Berlin, Saguenay and Stockholm in 2017, and
2002-2006: A development strategy in India and Ukraine in 2018.
for owned franchises Acquisitions:
Launch of Tom Clancy’s Ghost Recon, Prince of Persia and ®
♦ the Tom Clancy name for video games and ancillary products,
Tom Clancy’s Splinter Cell®, acquisition of Driver® and Far Cry the Massive Entertainment studio (Sweden) and Pune (India)
franchises. in 2008;
♦ Nadeo studio in 2009;

(1) Source: NPD, GFK chart Track, internal estimates

10 - 2018 Registration Document

 Group presentation
Financial year highlights

♦ Owlient studio, specializing in Free-to-Play games, and RedLynx, ♦ the publisher of the Free-to-Play Ketchapp mobile games and
specializing in downloadable games in 2011; the assets of the Leamington studio in 2016;
♦ THQ Montreal and two specialists in Free-to-Play games: Digital ♦ Free-to-Play mobile game Growtopia® in 2017;
Chocolate (Barcelona) and Future Games of London in 2013;
♦ 1492 Studio and Blue Mammoth Games studios, specialists
♦ Ivory Tower studio (France) and the assets of Longtail Halifax in Free-to-Play games in 2018.
(Canada) in 2015;

2
2.3 Financial year highlights

April 2017 – Ubisoft partners with Tencent General Meeting of September 22, 2017:

and Playcrab to develop and publish overwhelming support of Ubisoft’s strategy
a new mobile game and management by its shareholders
Ubisoft announced a partnership with Tencent to develop and The shareholders expressed overwhelming support for Ubisoft’s
publish a new mobile game in China. Tencent, the internet services strategy and management, voting in favor of all of the resolutions
leader in China, published Might and Magic® Heroes/Era of Chaos®, on the agenda at the Ordinary General Meeting.
a new mobile game license developed exclusively for China and
The shareholders also approved the resolutions of the Extraordinary
operating a traditional Ubisoft franchise. Developed by Playcrab,
General Meeting, particularly the possibility, for employees, based
an Ourpalm subsidiary specializing in action and strategy games,
on the decision of the Board of Directors, to participate in capital
this new mobile game, available in China in iOS and Android stores increases. Due to the automatic abstention of Vivendi, as in 2016,
since June 2017, has already generated more than €100 million in
resolution 31 regarding the compensation of the talent pool was
gross income in China.
not approved.

April 2017 – Announcement of the opening December 2017 – On the strength of

of two new studios in Berlin and Bordeaux the success of the releases and the back
Ubisoft increased its creative capacity in Europe with the opening catalog, Ubisoft decided to increase
of studios in Berlin and Bordeaux, which will take part in the the development time of three games
development of AAA games on some of the largest Ubisoft franchises.
In a particularly favorable context for Ubisoft, based on the continued
outstanding momentum of its back catalog in November and
August 2017 – Announcement of new releases, Ubisoft announced that three games would receive
the opening of a studio in Stockholm additional development time. In order to take into account the
adjustment in its lineup and the confirmation of these positive trends,
Ubisoft opened a studio in Stockholm, Sweden, which will collaborate
Ubisoft updated its 2017/2018 financial objectives, particularly
with the Massive studio on the development of AAA games.
through an increase in profitability.

September 2017 – Extension of the January 2018 – Partnership between Tencent

partnership with the government of Quebec and Ketchapp
until 2027 and creation of the studio
Ubisoft and Tencent established a strategic partnership in order
in Saguenay
to provide a selection of Ketchapp’s games on Weixin mini-
In addition to the announcement of Ubisoft’s expansion in Quebec, games, a mobile application launched by Tencent. Weixin is the
which calls for an additional investment of CAD 780 million and equivalent of WeChat for Continental China’s population, with
the creation of 1,000 new jobs by 2027, the Group has announced 980 million monthly active users (MAUs).
the opening of a new studio dedicated to online development
in Saguenay.

- 2018 Registration Document 11

2 Group presentation
Subsidiaries and equity investments

January 2018 – €500 million bond issue March 2018 – Announcement of the opening

Ubisoft successfully completed a bond issue totaling €500 million of new studios in India and Ukraine
with a five-year maturity (January 2023) and an annual coupon Ubisoft stated that its creative capacities will increase thanks to
of 1.289%. The order book exceeded €2.2 billion, i.e. an over- the opening of new studios in India and Ukraine. These studios
subscription of more than 4.4x. in Mumbai and Odessa will concentrate their activities on the
development of AAA games and on game support post-launch.
February 2018 – Acquisition of 1492 Studio,
specializing in Free-to-Play mobile games March 2018 – Signature of a strategic
Ubisoft acquired “1492 Studio”, a game development studio partnership with Tencent and disposal
specializing in the creation of Free-to-Play episodic and interactive of Vivendi’s investment in Ubisoft
stories on mobiles. Ubisoft signed a strategic partnership agreement with Tencent,
which will help its brands to grow on the Chinese market and to
March 2018 – Acquisition of Studio Blue reach millions of new players on mobiles and PCs. This partnership
was signed at the time of the disposal of the entirety of Vivendi’s
Mammoth Games, specializing
investment in Ubisoft, thereby permitting equity investments by
in multiplayer Free-to-Play games Tencent and Ontario Teachers’ Pension Plan (“Ontario Teachers’”)
for PCs and PS4 as long-term shareholders.
With this acquisition, Ubisoft added Brawlhalla® to its portfolio,
the combat game that is currently the most played on Steam, and
expanded its digital expertise.

2.4 Subsidiaries and equity investments

❙ 2.4.1 INVESTMENTS DURING THE Mergers

FINANCIAL YEAR
♦ June 2017: merger of Ubisoft Motion Pictures SARL with
Ubisoft Motion Pictures Assassin’s Creed SAS and Ubisoft Motion
Opening of new companies Pictures Splinter Cell SAS.
♦ April 2017: Ubisoft Bordeaux SAS, production studio, ♦ December 2017: merger of Krysalide SAS with Ivory Art &
♦ July 2017: Script Movie Inc., United States. Design SARL.

Acquisition
♦ November 2017: Acquisition of Krysalide SAS ❙ 2.4.2 BUSINESS ACTIVITIES
On November 1, 2017, Ubisoft acquired 100% of Krysalide SAS, OF SUBSIDIARIES
which joined its international studio network.
Production subsidiaries
♦ February 2018: Acquisition of 1492 Studio SAS
These are responsible, under the supervision and within the
On February 28, 2018, Ubisoft SA acquired 100% of 1492 Studio SAS,
framework set out by the parent company, for the design and
a game development studio specializing in the creation of free-to-
development of the software, including in particular the scenarios,
play interactive episodic stories on mobiles. Founded in 2014 and
layouts and game rules, as well as the development of design tools
based in France, 1492 Studio SAS created the successful mobile
and game engines.
franchise “Is it Love? ™”.
The Group is continuing to adapt to industry trends and is developing
♦ March 2018: Acquisition of Blue Mammoth Games LLC
its expertise in online and mobile gaming.
On March 1, 2018, Ubisoft acquired 100% of the development studio
Blue Mammoth Games LLC, as well as its wholly-owned subsidiary
BGM Europe BV. Based in the United States, the studio developed
and published Brawlhalla, a free-to-play combat game.

12 - 2018 Registration Document

 Group presentation
Subsidiaries and equity investments

Sales and marketing subsidiaries

These are responsible, under the supervision and within the They are also in charge of implementing local marketing strategies
framework set out by the parent company, for the worldwide and campaigns associated with game promotion, as decided by the
distribution of Ubisoft products in physical format to large retailers parent company.
and independent wholesalers, and in digital format via dedicated
platforms.

MAIN SALES AND MARKETING SUBSIDIARIES

03/31/18 03/31/17 03/31/16 2

Subsidiary (in € thousands) Operating Net Operating Net Operating Net
IFRS financial statements Sales profit (loss) income Sales profit (loss) income Sales profit (loss) income
Ubisoft Inc. (United States) 780,977 23,083 19,068 672,834 21,782 13,639 630,473 16,403 12,368
of which intra-group sales 44,540 43,124 42,097
Ubisoft EMEA SAS 582,122 7,259 3,181 433,107 4,731 3,591 355,777 3,256 1,952
of which intra-group sales 168,289 149,851 173,858
Ubisoft Ltd (United Kingdom) 81,718 1,608 15,719 77,259 1,917 8,388 111,438 3,084 2,370
Ubisoft Entertainment Inc.
(Canada) Distribution only 56,783 1,473 1,078 53,030 1,092 (786) 68,798 1,587 1,033
Ubisoft GmbH (Germany) 79,382 1,559 1,228 80,385 2,441 (5,052) 105,906 2,482 (4,376)
Ubisoft France SAS 57,949 12,305 3,813 50,740 1,426 (618) 68,587 1,587 (479)

Relations between the parent company The parent company also centralizes a certain number of costs
and subsidiaries that it then allocates to its subsidiaries, in particular in relation to:

The existence of the subsidiaries involves:

♦ general and administrative expenses;
♦ interest expenses related to the cash management agreement,
♦ production subsidiaries billing the parent company for guarantees and loans.
development costs based on the progress of their projects. These
costs are capitalized at the parent company and amortized from
the commercial launch date of the game;
♦ the invoicing by the parent company of a distribution license to
the sales and marketing subsidiaries.

- 2018 Registration Document 13

2 Group presentation
Subsidiaries and equity investments

❙ 2.4.3 SIMPLIFIED ORGANIZATION CHART

The organization chart below shows the Group companies and/or branches as at March 31, 2018. These companies are all wholly owned,
directly or indirectly.

Ubisoft Entertainment SA

Video games production Distribution

Ubisoft Production Internationale SAS RedLynx Oy (1) Ubisoft France SAS Ubisoft Pty Ltd
France Finland France Australia
Ubisoft Paris SAS Ubisoft Entertainment Sweden AB Ubisoft EMEA SAS Ubisoft Games LLC
France Sweden France Russia
Nadéo SAS Ubisoft EooD Ubi Games SA Ubisoft Ltd
France Bulgaria Switzerland Hong Kong
Ubisoft Montpellier SAS Ubisoft Srl Ubisoft Ltd Ubisoft KK
France Romania United Kingdom Japan
Ubisoft Annecy SAS Ubisoft Ukraine LLC Ubisoft CRC Ltd (1) Ubisoft Divertissements
France Ukraine United Kingdom Inc. (2)
Canada
Ubisoft Création SAS Ubisoft Doo Beograd Ubisoft Nordic A/S
France Serbia Denmark Ubisoft Editions Musique
Inc.
Ivory Tower SAS Shanghai Ubi Computer Software Co. Ltd Ubisoft SA Canada
France China Spain
Ubisoft Inc.
Ivory Art & Design Sarl (1) Chengdu Ubi Computer Sofware Co. Ltd Ubisoft SpA United States
France China Italy
Ubisoft Entertainment
Ubisoft Bordeaux SAS Ubisoft Osaka KK Ubisoft BV Ltda
France Japan Netherlands Brazil

Blue Byte GmbH Ubisoft Entertainment India Privale Ltd Ubisoft (4) Ubisoft GmbH
Germany India Belgium Germany

Ubi Studios SL Red Storm Entertainment Inc. (1) Ubisoft Entertainment (4) Ubisoft (4)
Spain United States Korea Austria

Ubisoft Studios Srl Blue Mammoth Games LLC (1) Ubisoft GmbH spółka z
Italy United States ograniczoną (4)
Poland
Ubisoft Toronto Inc. (1) BMG Europe BV (1)
Canada Netherlands

Ubisoft Divertissements Inc. (2) Ubisoft Singapore Pte Ltd

Canada Singapour

Ubisoft Reflections Ltd (1) Ubisoft Entertainment Philippines (4)

United Kingdom Philippines

Red Storm Entertainment Ltd (1)

United Kingdom

Mobile production Film Other business

Ubisoft Paris – Mobile Sarl Ubisoft Motion Pictures Sarl Ubisoft International SAS
France France France
1492 Studio SAS (1) Script Movie Sarl (1) Ubisoft Learning & Development Sarl
France France France

Ubisoft Sarl Ubisoft Motion Pictures Rabbids SAS (1) Ubisoft Fastigheter AB (1)
Morocco France Sweden

Ubisoft Emirates FZ LLC Hybride Technologies Inc. (1)

United Arab Emirates Canada

Ubisoft Barcelona Mobile SL (1) Ubisoft L.A. Inc. (1)

Spain United States

Script Movie Inc. (1) (1) Indirectly owned

Production/Distribution (3) United States (2) Studio Montreal, Quebec and Halifax (Mobile)/
Distributor for North America
Ubisoft Mobile Games Sarl (3) Studios that distribute the games they develop
France (4) Branch

Owlient SAS
France

Future Games of London Ltd (1)

United Kingdom

14 - 2018 Registration Document

 Group presentation
Research and development, investment and financing policy

2.5 Research and development, investment

and financing policy

❙ 2.5.1 RESEARCH AND DEVELOPMENT prepare itself for it, supports these research efforts and strategic
recommendations with prototypes and open innovation projects
POLICY
In order to develop exceptional video games, Ubisoft has established
a project-led R&D policy for tools and technologies using the most
with the academic world, industrial partners and startups. Lastly,
specific collaborations are also taking place with external software
providers to improve the productivity of the tools and methods used
2
recent technological advances. by Ubisoft in game production.
The technical decisions of a game are made very early in the creative Alongside its work focused on the production of high quality games,
process, years before its release, so as to align innovative efforts, both Ubisoft also invests in the fields of animation and film via its entity
in terms of human resources and funding. Thanks to its acquisition Ubisoft Motion Pictures, which produces the animated television
of teams of engineers having mastered the best existing technologies, series “Raving Rabbids” broadcast on France Télévision in France,
Ubisoft currently employs a very pragmatic approach to its projects: and primarily on Netflix for the rest of the world. Advances in both
depending of the problems and expected results for a game, the the production methods inspired by the world of film and cutting
choice of tools will either focus on specific internal developments edge imaging technology have also been made in these domains
or on existing software on the market, or most commonly, on a and contributed, through exchanges with game production teams,
combination of both. Research is thus focused on innovation and to the development of innovative products.
functionality using technologies that are suited to a high-quality
These different initiatives have enabled Ubisoft to complement its
product.
internal software developments while still encouraging openness
In a sector where technological innovation is a constant, a culture to the many technological fields that now comprise the creation
of knowledge-sharing is essential to the performance of the teams. of increasingly advanced and immersive interactive experiences
A collaborative approach (1) is favored to encourage the sharing and and content. Thanks to this openness and its active participation
transfer of technological knowledge within the Group’s different in various technical events and conferences (Games Developers
teams (production, support, IT) and to contribute to ongoing Conference, Dice, Siggraph, etc.), Ubisoft contributes to the influence
advances in tools and production processes. of the video game sector for the whole industry.
Different initiatives have been implemented over the years, driven With regard to the 2017/2018 financial year, commercial software
mainly by the Knowledge Management and Technology Group and movie costs reached €679 million, 18% higher than the
departments, to develop various tools and sharing platforms to previous year.
support knowledge capitalization. On the other hand, the re-use of
the technological building blocks that are vital to the creation of a
video game is encouraged and allows the production team to focus
on their research and development work on the non-generic parts
of the games, thus maximizing their added value. These advances, ❙ 2.5.2 INVESTMENT POLICY
associated with promoting networking between the Group’s studios, The vast majority of Ubisoft’s production is in-house, thereby
have enabled the Company to master the development of new affording it full control over its expertise in game development
products, particularly with regard to the transition toward new and the ability to share this knowledge between its various studios.
generations of consoles and the exploration of new technologies This approach is crucial for the development of open-world games –
like virtual, and augmented, reality. which involve large teams and therefore require close collaboration
Although the Group does not conduct any basic research, it has between the different studios – and for live games, as well as for
worked closely with a variety of research partners for many years the development of additional game content.
in order to collaborate with researchers in fields connected to game Ubisoft has continued its investment expenditure policy to enable
development. For example, the Montreal studio collaborates with the the Company to gain traction in new platforms, develop its online
academic research community (2) by jointly developing innovative business and more generally increase its market share and improve
prototypes to find out more about player behavior. In addition, the its financial performance. Studio production costs, financed by the
Strategic Innovation Lab, which reports to General Management, and parent company, increased in 2017/2018.
whose mission is to anticipate the future and to help the organization

(1) See section 5.3.2.4

(2) See section 5.5.2.1 on Ubisoft’s involvement in research

- 2018 Registration Document 15

2 Group presentation
Research and development, investment and financing policy

2017/2018 2016/2017 2015/2016

Internal production-related capex (in € millions) €671M €568M €514M
Capex per member of production staff €61,217 €59,578 €59,700

❙ 2.5.3 FINANCING POLICY Other sources of finance

Ubisoft has broadly two kinds of cash flows: Over the 2017/2018 financial year, the Ubisoft Group used the
following resources to meet its operating cash requirements:
♦ cash flows for financing development costs, which are spread
evenly throughout the year; ♦ a €300 million syndicated loan signed in July 2017, over five years
with the option of a one-year extension, renewable once;
♦ cash flows linked to the highly seasonal nature of games
marketing. ♦ a Schuldschein type loan of €50 million granted in March 2015
(maturing in March 2020); €150 million having been repaid on
These cash flows include a lag between production costs and cash
the total €200 million initially issued;
inflows. The Company must first finance product manufacturing,
which is payable at 30 days on average, as well as the marketing ♦ two Euro PP type bonds of €20 million and €40 million issued
costs before collecting cash inflows, on average 70 days after games in December 2012 (maturing in December 2018) and May 2013
are released. The Group must therefore finance significant cash flow (maturing in May 2018) respectively;
peaks linked to the game release dates. ♦ a €400 million OCEANE bond (maturing in September 2021);
However, progress in the development of digital activity is easing ♦ a bond issue of €500 million (maturing in January 2023);
financing requirements associated with the physical production of ♦ bilateral credit lines of €45 million (maturing in less than
marketed products. one year);
♦ a loan of €5 million (maturing in September 2018);
Equity financing ♦ three loans with scheduled refunds:
The video game business line requires substantial capital expenditure • €3.8 million due in March 2021,
in development, over average periods of between 24 and 36 months, • €0.9 million due in September 2019,
which publishers must be able to finance out of their own resources. • €1.3 million due in December 2018;
In addition, publishers are required to launch new releases on a ♦ a commercial paper program with a maximum of €300 million.
regular basis, and their levels of success cannot always be guaranteed.
The Group may also use:
For these reasons, significant capitalization is essential to guarantee
the continuous financing of capital expenditure and to deal with ♦ disposals of receivables on rights to Canadian multimedia title
credits (CTMM) in Canada, as one-time transactions. During the
contingencies stemming from the success or failure of games without
financial year, no disposals took place under a contract;
endangering the future of the Company.
With equity of €889 million, the Ubisoft Group financed investment ♦ invoice discounting and receivables factoring in Germany and
the United Kingdom.
expenditure on internal and external production of games and
films to the tune of €720 million for the 2017/2018 financial year.

FACTORING COMMITMENT AND DISCOUNT ON THE CLOSING DATE

(in € millions) 03/31/18 03/31/17 03/31/16

United Kingdom - 13.8 25
Germany - 31.3 37.5

FACTORING COMMITMENT - 45.1 62.5

France - - 2.7

DISCOUNT - - 2.7

However, Ubisoft does not use securitization agreements, Dailly assignment agreements or sale and repurchase agreements.

Covenant management ♦ the “Net debt restated for assigned receivables/EBITDA over
the last 12 months” ratio must be below 1.5.
With regard to the syndicated loan, the Schuldschein type loan and
the bilateral credit lines, Ubisoft must comply with the following As at March 31, 2018, the Ubisoft Group was in compliance with these
ratios calculated on the basis of the IFRS consolidated annual ratios and expects to remain so during the 2018/2019 financial year.
financial statements:
♦ the “Net debt restated for assigned receivables/equity restated
for goodwill” ratio must be below 0.8;

16 - 2018 Registration Document

 Group presentation
2017/2018 performance review (non-IFRS data)

Financing in 2018/2019
For the 2018/2019 financial year, and unless the Company makes a major acquisition, Ubisoft should be able to finance its operations
from cash and the facilities at its disposal, including at least €1,250 million in lines of credit of more than one year.

2.6 2017/2018 performance review (non-IFRS data) 2

❙ 2.6.1 DEFINITION OF FINANCIAL ♦ non-IFRS diluted EPS corresponds to non-IFRS net income
divided by the weighted average number of shares after exercise
INDICATORS THAT ARE NOT STRICTLY
ACCOUNTING-RELATED of the rights of dilutive instruments.
The adjusted cash flow statement includes:
Ubisoft has concluded that these indicators, which are not strictly
accounting measures, provide pertinent additional information ♦ non-IFRS cash flows from operations, which includes:
for analyzing the Group’s operating and financial performance. • the cost of internal development and development of licenses
Management uses these measures since they are the best reflection presented under IFRS in cash flow from investing activities,
of business performance and exclude the majority of non-operating these costs being integral to the Group’s business,
and non-recurring items.
• current and deferred taxes;
Alternative performance indicators, not presented in the financial
statements, are: ♦ the net change in non-IFRS working capital, including movements
in deferred tax, thus offsetting the deferred tax income or expense
♦ net bookings correspond to historical sales; presented in non-IFRS cash flow from operations;
♦ non-IFRS operating profit, which corresponds to operating profit ♦ non-IFRS cash flow from operating activities, which includes
after deduction of: the cost of internal development and development of licenses
• share-based compensation expense arising on free share plans, presented under IFRS in cash flow from investing activities,
Group savings plans and stock options, restated in non-IFRS cash flow from operations;

• impairment of acquired intangible assets with an indefinite ♦ non-IFRS cash flow from investing activities, which excludes
useful life, the cost of internal development and development of licenses
presented in non-IFRS cash flow from operations;
• non-operating profit linked to the Group’s organizational
restructuring; ♦ free cash flow corresponds to cash flow from operating activities
after disbursements and receipts relating to the disposal/
♦ non-IFRS operating margin, which corresponds to the ratio acquisition of other intangible assets and property, plant and
between non-IFRS operating profit and sales. This ratio reflects equipment;
economic performance;
♦ free cash flow before working capital corresponds to cash flow
♦ non-IFRS net income corresponds to net income after deduction from operations after disbursements and receipts relating to
of: the disposal/acquisition of other intangible assets and property,
• restatements included in the non-IFRS operating profit above, plant and equipment;
• income and expenses relating to the remeasurement after the ♦ net cash corresponds to current investments and cash and cash
measurement period of any variable compensation granted in from operations after disbursements and receipts relating to
connection with business combinations, equivalents, net of borrowings and excluding derivatives.
• interest on the OCEANE bond under IAS 39,
• tax impacts on these adjustments;

- 2018 Registration Document 17

2 Group presentation
2017/2018 performance review (non-IFRS data)

RECONCILIATION OF IFRS NET INCOME AND NON-IFRS NET INCOME

2017/2018 2016/2017
(in € million, except per share data) IFRS Adjustments Non-IFRS IFRS Adjustments Non-IFRS
SALES 1,731.9 - 1,731.9 1,459.9 - 1,459.9
Total operating expenses (1,509.6) 77.8 (1,431.8) (1,284.1) 61.9 (1,222.2)
Stock-based compensation (39.6) 39.6 - (36.8) 36.8 -
Goodwill/brand impairment (38.2) 38.2 - (25.1) 25.1 -

OPERATING PROFIT (LOSS) 222.3 77.8 300.1 175.8 61.9 237.7

Net financial income (13.4) 7.7 (5.7) (16.2) 7.2 (9.0)
Share in profit of associates (0.2) - (0.2) (0.3) - (0.3)
Total income tax (69.2) (4.4) (73.6) (51.4) (2.6) (54.0)
Profit (loss) for the period 139.5 81.1 220.6 107.8 66.5 174.3
Diluted earnings per share 1.18 0.62 1.80 0.92 0.54 1.46

❙ 2.6.2 CHANGES IN THE INCOME STATEMENT

(in € thousands) 03/31/18 03/31/17

Sales 1,731,894 1,459,874
Gross profit 1,435,074 1,188,987
Non-IFRS R&D costs (661,090) (521,723)
Non-IFRS SG&A costs (473,867) (429,520)
Non-IFRS current operating profit 300,117 237,743
Non-IFRS net financial income (5,687) (9,013)
Share of profit of associates (224) (338)
Non-IFRS income tax (credit) (73,640) (54,095)

NON-IFRS NET INCOME 220,566 174,297

Equity 889,330 1,133,816
Investment expenditure on internal and external game and film production 720,173 610,496
Staff 13,742 11,907

Gross profit as a percentage of sales grew to 82.9%, or • structure costs totaled €240.7 million (13.9% of sales) compared
€1,435.1 million in absolute terms, compared with a gross profit with €211.1 million (14.5%) in 2016/2017.
of 81.4% (€1,189.0 million) in 2016/2017.
Non-IFRS net income totaled €220.6 million, corresponding to
Non-IFRS operating profit amounted to €300.1 million, up 26.2% non-IFRS (diluted) net earnings per share of €1.80, compared with
from the €237.7 million generated in 2016/2017. a non-IFRS net income of €174.3 million for 2016/2017, or €1.46
The change in operating profit breaks down as follows: per share.

♦ €246.1 million increase in gross profit;

♦ R&D costs rose by €139.4 million, to stand at €661.1 million
(38.2% of sales), compared with €521.7 million for 2016/2017
(35.7%);
❙ 2.6.3 CHANGE IN WCR AND DEBT LEVELS

♦ SG&A costs were also up, by €44.3 million, at €473.9 million Based on the non-IFRS cash flow statement, the working capital
(27.4% of sales), compared with €429.5 million (29.4%) for the requirement increased by €45.0 million compared to a decrease of
previous year: €38.9 million during the previous financial year, primarily due to
the lack of factoring on trade receivables for the year.
• variable marketing expenses stood at €233.2 million (13.5% of
sales), an increase over the €218.5 million (15.0%) for 2016/17, Cash flows generated from operating activities stood at €169.9 million
(compared with the €149.1 million used in 2016/2017).

18 - 2018 Registration Document

 Group presentation
2017/2018 performance review (non-IFRS data)

This reflects cash flows from operations of €214.9 million (compared ♦ receipts and disbursements relating to non-current financial
with €110.2 million for 2016/2017) and an increase in WCR of assets: €(101.7) million;
€45.0 million.
♦ acquisitions: €(77.6) million (including 1492 Studio and Blue
Net debt stood at €(548.1) million at March 31, 2018, versus net Mammoth Games);
debt of €(80.4) million at March 31, 2017. This change is the result
♦ exercise of stock options and employee stock ownership:
of the following:
€49.0 million;
♦ cash flow generation: €169.9 million; ♦ purchases/sales of own shares: €(411.5) million;
♦ receipts and disbursements relating to other intangible assets ♦ Change in the option value of the convertible bond: €(8.4) million;
and property, plant and equipment: €(59.3) million;
♦ Effect of foreign exchange gains and losses: €(27.9) million. 2
NON-IFRS CASH FLOW STATEMENT (UNAUDITED)

(in € thousands) 03/31/18 03/31/17

Non-IFRS cash flows from operating activities
Consolidated profit (loss) 139,452 107,813
+/- Share of profit of associates 224 338
+/- Net depreciation and amortization of gaming software & movies 462,207 407,816
+/- Other net depreciation and amortization of non-current assets 81,824 66,819
+/- Net provisions 4,052 (2,563)
+/- Cost of stock-based compensation 39,558 36,836
+/- Gains/losses on disposals 308 408
+/- Other income and expenses calculated 8,578 (10,655)
+/- Internal development and license development costs (521,290) (496,588)

Non-IFRS cash flows from operations 214,914 110,223

Inventory 229 (5,381)
Customers (61,544) 31,934
Other assets (78,567) 3,113
Trade payables 15,243 (45,082)
Other liabilities 79,591 54,315
+/- Change in non-IFRS WCR (45,048) 38,899

Total non-IFRS cash flow generated by operating activities 169,865 149,122

Non-IFRS cash flows from investing activities
- Payments for other intangible assets and property, plant and equipment (59,366) (62,914)
+ Proceeds from the disposal of intangible assets and property, plant and equipment 20 603
- Payments for the acquisition of financial assets (131,493) (44,374)
+ Repayment of loans and other financial assets 29,790 43,322
+/- Changes in scope * (77,589) (105,642)

Total non-IFRS cash flow used by investing activities (238,638) (169,005)

Cash flows from financing activities
+ New borrowings 894,598 669,147
+ New finance leases contracted 5,054 1,416
- Repayment of finance leases (1,672) (898)
- Repayment of borrowings (487,677) (214,663)
+ Proceeds from shareholders in capital increases 48,951 9,465
+/- Sales/purchases of own shares (411,498) (67,844)

Cash generated by financing activities 47,756 396,623

NET CHANGE IN CASH AND CASH EQUIVALENTS (21,017) 376,740

Cash and cash equivalents at the beginning of the period 632,314 255,688
Foreign exchange, losses/gains (27,943) (114)

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD* 583,354 632,314
* Including cash in companies acquired and disposed of 4,738 26,421

- 2018 Registration Document 19

2 Group presentation
Outlook

2.7 Outlook
In 2017, the console and PC video games market grew by 10% momentum of recent releases, the Company has decided to
(Europe, Australia and North America -source: NPD, GFK). Growth allocate more development time to Skulls & Bones, thereby
is set to continue in 2018, still due to the sharp increase in digital offering an even more engaging experience for players. Skull &
revenues and a dynamic console and PC market. Bones™ is now expected during the 2019-2020 financial year,
In mid-May 2018, the Group updated its 2018/2019 objectives: • expected digital sales of around 65% of net bookings (compared
with approximately 60% previously), PRI of around 30% of net
♦ sales per IFRS 15 of around €2,000 million ; (1)
bookings (compared to over 25% previously),
♦ net bookings of approximately €2,050 million to be compared
• an expected back catalog at roughly 50% of net bookings
with the prior objective of €2,100 million, on the basis of:
(compared to over 45% previously);
• 3 new AAA launches (The Crew 2, The Division 2 and an
unannounced franchise) for 19 million units, compared to the ♦ non-IFRS operating profit (loss) (calculated based on net
bookings) confirmed at around €440 million;
previously expected 4 AAA and 23 million units. In keeping with
previous practices, and on the strength of the acceleration in ♦ confirmed free cash flow of around €300 million.
digital transformation, back catalog growth and the excellent

(1) Based on our IFRS 15 analysis to date (unaudited)

20 - 2018 Registration Document

3 Risks and internal control

3.1 RISK FACTORS 22 3.2 RISK MANAGEMENT

3.1.1 The Group’s business risks 22 AND INTERNAL CONTROL
PROCEDURE 29
3.1.2 Legal risks 26
3.2.1 Definition and objectives
3.1.3 Market risks 27 of internal control and
risk management 29
3.2.2 Organization of internal
control 29
3.2.3 Control activities 31
3.2.4 Ongoing supervision of the
internal control system 33
3.2.5 Insurance and risk coverage 33

- 2018 Registration Document 21

3 Risks and internal control
Risk factors

3.1 Risk factors

In the course of its business, the Group is exposed to a series of risks The Group endeavors to anticipate new challenges such as the
that could affect its performance, the achievement of its strategic dematerialization of physical media, the second-hand market, piracy,
and financial goals and its share price. online and mobile games, the progressive ramp-up of streaming
and the emergence of new competitors in Asia. Digital distribution
This chapter presents the material risks identified by the Audit
in particular could have a long-term impact on the average price
Committee, to which Ubisoft may be exposed. These are broken
of games, considering that a fall in prices would probably be
down into three main categories: risks associated with the Group’s
accompanied by an increase in sales.
business, legal risks and market risks. Other risks and uncertainties,
not yet identified or considered immaterial as at the date of this In a sector of constant technological innovation, Ubisoft must
Registration Document, could also become significant risk factors continually adapt by developing new products and by investing in
and have an adverse effect on the Group’s business, its financial new video game platforms long before their success has been proven.
position or its earnings. Significant levels of revenue are required in order to absorb the
substantial cost of these investments. Should sales not reach expected
Ubisoft has introduced a risk management policy as well as an
levels, the Group’s earnings could be negatively affected. Similarly, in
internal control system to pre-empt, identify and address the main
order to remain competitive, it is essential for a publisher to choose
risks that could have a negative impact on the Group’s business and
the development format for a game wisely as an inappropriate choice
performance. However, these measures cannot provide an absolute
could have an adverse impact on the expected sales and profitability.
guarantee that objectives will be met and that the following risks
will be controlled. The increasing presence of Free-to-Play (FTP), in the mobile segment
in particular, means the Group is exposed to the risks of these new
models, including the risk of dependency where a small number of
consumers represent a large portion of the revenue of these games.

❙ 3.1.1 THE GROUP’S BUSINESS RISKS In the development of these new business models, Ubisoft becomes
exposed to new risks, becomes increasingly dependent on its ability
to develop and make money from its games, and faces heightened
Risks associated with market changes competition.

Ubisoft operates on a market that is becoming increasingly

competitive and selective and is subject to concentration and
economic fluctuations, marked by rapid technological changes and
economic models requiring significant R&D investment.

2017
Size of the video games market (1) (in € billions)
Sales of physical games 8.9
Digital sales 27.1
(1) Data relating to the EMEA region and North America – Sources: NPD, GFK, AppAnnie, PriceWaterhouseCoopers and internal projections

2017 2016
Independent Independent
Market share in terms of physical sales (GFK, NPD) publisher Market share publisher Market share
US 5th
9.2% 4th
9.0%
EMEA 4th 9.0% 3rd 10.9%

The Ubisoft Group’s main competitors are video game publishers Furthermore, the Group operates in the global Entertainment
such as Electronic Arts, Activision Blizzard King, Take-Two market, in which it competes directly or indirectly with all forms
Interactive and Netease. of entertainment: series, cinema, attraction parks.

22 - 2018 Registration Document

 Risks and internal control
Risk factors

Risks associated with product strategy, Risks of a delay or poor start to the release
positioning and brand management of a flagship game
Ubisoft, like all publishers, is dependent on the success of its product Ubisoft may have to delay the launch of a video game for any of
catalogue and the suitability of its offering with regard to consumer the following reasons:
demand. In this context, launching new brands offers less visibility
♦ difficulty in accurately estimating the time required to develop
than that of established franchises. The success of Ubisoft games
or test it;
may also be impacted by the performance of the competition’s
titles, since its customers only have a certain amount of time and ♦ requirements imposed by the creative process;
purchasing power. ♦ challenges in the coordination of large development teams, often
In order to meet market demand, Ubisoft takes particular care in based in different countries;
building its product catalogue by concentrating on: ♦ the increasing technological complexity of video game products
♦ reinforcing its existing franchises on a regular basis and launching and platforms;
new brands with strong potential for consoles and PC; ♦ the desire to continue to improve the quality of the game prior
♦ developing its digital business, notably though Live services and to launch. The marketing of a game that lacks the level of quality
its mobile offering. required to realize its potential could have a negative impact on

In order to diversify and enrich its brand portfolio and thus ensure
steady income in the long term, Ubisoft favors a strategy of creating
the Group’s brand and its earnings.
Similarly, if a competitor brings out a game with significant
3
its own brands and producing internally, underpinned by a targeted technological or artistic innovations, the Group might also have to
acquisition strategy. postpone the release dates of some of its games to boost their chances
of commercial success in a competitive environment where players
The Company also allocates the necessary marketing and sales
are very sensitive to the quality and content of games.
resources to showcase its products via a worldwide distribution
network. Its position among the top five independent publishers However, in a very competitive and seasonal market, the
provides the Group with a high-performance distribution platform announcement of a delay in the release of a highly anticipated
for its products. game could have a negative impact on the Group’s income and
future earnings, and could potentially lead to a drop in its share
Finally, the Company has embarked on a market expansion strategy,
price. Failure to meet production and product release schedules
promoting its brands in other segments of the entertainment market,
could lead to increased development and marketing expenses which
especially cinema. As part of its strategy to develop its brands beyond
could in turn result in an operating profit significantly lower than
video games, the Company may decide, on a case-by-case basis, to
its targets. To mitigate these risks, the Group continually strives
invest in films derived from its franchises. The Company’s ability
to improve its development processes, both in the organization
to recoup its investment will partly depend on the film’s success
of its teams and through leveraging synergies and/or cultivating
and profitability, as well as the ability of the production company
its in-house expertise. Moreover, the increasing share of the back
to keep to the original budget. To maximize the chances of success
catalogue and digital, offering a larger recurrence in revenues and
and limit the risks of a budget overrun, Ubisoft works with major
better profitability, enable it to be less reliant on game launches.
film studios.
Nevertheless, the success of these strategies cannot be guaranteed
and the poor positioning of a product could also have a material
effect on the Group’s performance and earnings.

SEASONAL TRENDS IN THE VIDEO GAME BUSINESS

Sales/quarter
(in € millions) 2017/2018 Breakdown 2016/2017 Breakdown 2015/2016 Breakdown
1 quarter
st
202 12% 139 10% 96 7%
2nd quarter 264 15% 142 10% 111 8%
3rd quarter 725 42% 530 36% 562 40%
4 quarter
th
541 31% 649 44% 625 45%

CONSOLIDATED ANNUAL SALES 1,732 100% 1,460 100% 1,394 100%

Risk of dependency on the success Should the expected performance not be achieved for any one of
of big hits these games, the Group’s net financial income could be significantly
affected. The growing share of the back catalog and digital, offering
The majority of Ubisoft revenue has historically been based on a higher repeat revenue and better profitability, enable it to gradually
limited number of flagship games, the success of which has helped be less dependent on these new launches.
ensure the Group’s performance and the achievement of its goals.

- 2018 Registration Document 23

3 Risks and internal control
Risk factors

Risk of dependency on customers

SHARE OF MAIN CUSTOMERS IN THE GROUP’S SALES EXC. VAT

Share as a % 2017/2018 2016/2017 2015/2016

M customer
ain
18% 15% 12%
Top 5 customers 54% 49% 42.5%
Top 10 customers 64% 60% 60%

Ubisoft’s main customers are spread out worldwide. They are independent development studios may sometimes have a limited
structured as: capital base, which may put the completion of a project at risk.
To limit such risks, Ubisoft has introduced internal monitoring
♦ digital distributors: In the digital market, there are few customers,
procedures, limited the number of games entrusted to a single studio,
but with worldwide distribution. The Company considers that
and ensured that it assimilates all or a portion of the technology
given the quality of the counterparties, the counterparty risk on
that these studios use.
digital sales is limited;
That said, despite these procedures, Ubisoft could be negatively
♦ physical distributors: In order to protect themselves against the
impacted should relations with these third parties break down.
risk of default, the Group’s main subsidiaries, which generate
approximately 89% of consolidated sales, excluding digital sales,
are covered by credit insurance. Risks associated with the acquisition
Ubisoft can reduce its dependency on these main customers as they and integration of new entities
are spread out across the globe. In any case, Ubisoft cannot rule out
The Company has a policy of expanding into new segments,
the possibility that its customers’ performance (particularly those
frequently reflected in the opening and acquisition of new studios.
trying to cope with the digital transition) could have an impact
The integration of these studios is critical for the Company’s success
on its performance. Similarly, this transition could see digital
in order to meet future growth targets.
distributors commanding a dominant position in the segment.
Should this happen, Ubisoft could see itself exposed to strong To ensure that these new entities are integrated successfully, the
competitive pressure. Company has put in place a number of solutions to support the
teams. Similarly, the Company continues to develop the skills of its
administrative teams in order to limit financial, tax or legal risks.
Risk of dependency on suppliers
A sound financial structure for the target company (net financial
and subcontractors surplus and level of available equity) is expected to minimize these
The Company has no significant financial dependency on risks. However, despite the in-depth analysis of target companies,
subcontractors or suppliers that is likely to affect its growth the risk of overvaluing an acquired company cannot be ruled out,
plan. Ubisoft and its subsidiaries predominantly use products and could result in the Group recording a significant write-down
and services from service providers such as systems integrators of assets.
(product packaging, disk suppliers to subcontract the supply and
The acquisition of new studios also means the integration of IT
duplication of DVD-ROMs and Blu-ray discs, assemblers, suppliers
systems which are sometimes different and which often have
of promotional and point-of-sale merchandise, textile suppliers
different security levels. Although audits have been conducted
and suppliers of collectibles such as figures), technology providers
and the necessary corrective measures taken, unidentified risks
and suppliers of licenses and maintenance in connection with the
may remain.
Company’s operations.
However, Ubisoft has always proven itself capable of integrating
However, there is a dependency on manufacturers. Ubisoft, like all
new companies into the Group. Nevertheless, the potential loss of
console-game publishers, purchases CDs and gaming media from
key employees at the target company could also have a negative
console manufacturers (Sony, Nintendo and Microsoft-approved
impact on financial performance.
duplication factories). Supply is thus subject to prior approval of
the manufacturers, the production of these media in sufficient
quantities and the establishment of royalty rates. Any change in Risks associated with recruiting
the terms of sale by manufacturers could have a material impact and retaining talent
on the Company’s results.
The Group’s success largely depends on the talent and skills of
Games developed in-house account for 95% of sales. Nevertheless, its production and marketing teams in a highly competitive
Ubisoft may, as part of its development activities, call upon external international market. If the Group is no longer able to attract new
studios to work on traditional subcontracting products by supplying talent, or to retain and motivate its key employees, the Company’s
additional and/or specialized production capacity or to take on growth prospects and financial position could be affected.
original projects in which they have specific expertise. These

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 Risks and internal control
Risk factors

The Company follows an active policy of recruitment, training and ♦ an error by or the unavailability of an external partner on which
retention, particularly through the following initiatives: Ubisoft relies. This predominantly relates to cloud infrastructures
and applications (SaaS, IaaS, PaaS), external development teams
♦ partnerships with leading universities in the various countries
and suppliers of technological services and equipment.
in which the Group operates;
In this context, the Security and Risk Management Department
♦ multiplication of collaborative tools and forums to encourage
develops innovative security programs to appropriately anticipate
skills sharing;
and protect against all of these risks. This Department is also
♦ implementation of various high-level training programs tailored committed to ensuring the confidentiality, integrity and availability
to the video game sector. of all information processed by Ubisoft. To this end, its main work
Furthermore, all of the programs introduced by human resources involves:
at local and international levels are first and foremost designed to ♦ the development of innovative IT system monitoring programs;
attract, train, retain and motivate employees with strong technical
and/or managerial skills: development opportunities, share purchase ♦ the enhancement during the financial year of the monitoring
capacity of IT systems against sophisticated attacks using more
plans, stock option plans, personal development plans, etc.
advanced correlation techniques (including in particular Machine
In spite of these measures, the risk of events occurring that could Learning) and by increasing the processing capacity;
have an impact on internal organization or the motivation or
retention of employees cannot be ruled out. Such circumstances
could do significant and long-lasting damage to the operational
♦ the installation of security operation automation tools that enable
an improved response to incidents; 3
and financial performance of the Group. ♦ the implementation of a crisis management organization
including an alert tool for physical threats or risks to employees,
as well as crisis cells in each site and at headquarters;
Risks associated with information security
and infrastructure ♦ compliance with the General Data Protection Regulation (GDPR)
on personal data protection within the European Union, notably
Ubisoft is faced with risks that could compromise the personal data with regard to the reduction of the dissemination of private data;
of players and their game play experience, the personal data of its
♦ the reinforcement of the vulnerability management program to
employees and partners, and its own financial information and
control and limit IT system risks;
intellectual property. These risk factors primarily concern:
♦ the implementation of a tool to ensure the security of work
♦ loss or theft of data: the majority of online games require Ubisoft stations, which can identify advanced threats thanks to a more
to handle a large quantity of data relating to players, employees
detailed analysis of system activity;
and partners, as well as information relating to products, services
and activation keys. Ubisoft is conscious of the strategic value ♦ the reinforcement of the level of security of games and services
of this data and the fact that the loss or theft thereof could do through the implementation of anti-cheat systems, anti-piracy,
significant damage to the Group; and other measures such as the use of ethical hacking services
to combat all types of improper use. In particular, for connected
♦ unavailability of IT systems: online gaming systems require the games (which represent the majority of Ubisoft games), the Group
permanent availability of IT systems. However, an attack on the
has developed a “Live Services” solution to continually offer
systems (denial of service attack, malware, etc.), a defect in the
new experiences to players (new content, animations, ongoing
IT infrastructure, or a natural or environmental disaster could
community management, etc.). Only players holding an active
result in the temporary or permanent unavailability of systems or
license can take advantage of these live services, thereby reducing
team members. Situations such as these could cause considerable
any form of piracy. Moreover, the integration of “anti-piracy”
damage to Ubisoft;
and “anti-cheat” tools enables new gamers to be attracted and
♦ piracy of products and services whereby the hackers’ objective is retained;
to gain a financial benefit, more prominence or any other benefit;
♦ the regular performance of internal and external audits to adapt
♦ any form of cheat tools enabling dishonest players to gain a and improve risk management procedures: Ubisoft carries out
competitive advantage over other players. This could lead to an network and system intrusion testing, and social engineering
imbalance in the player experience and distorted data; tests, and continuously evaluates the physical security of its
material assets;
♦ identity theft: social engineering type attacks could cause
significant financial damage and harm Ubisoft’s reputation; ♦ the establishment of business continuity and disaster recovery
plans;

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3 Risks and internal control
Risk factors

♦ employee and partner training on incident prevention and Ubisoft continually monitors regulatory changes in the various
security, using innovative information campaigns. countries in which it operates and is careful to comply with current
Despite all of the measures put in place to ensure the security of rules and practices. To this end, the Group has implemented a
number of internal control procedures to ensure that it complies
information and infrastructure, Ubisoft cannot rule out the risk
with all relevant regulations.
of intrusion or piracy of its systems which could have a material
impact on the activity of the Group.
A) THE COLLECTION AND PROCESSING
OF PERSONAL DATA
Industrial and environmental related risks Ubisoft ensures that it complies with applicable regulations in terms
The Group’s own activities do not present any significant industrial of collecting, using, storing and transferring personal data relating
and environmental risks since the Group does not manufacture the to players, its partners and its employees. In particular, it ensures
video games (and associated ancillary products) it publishes and that only information strictly necessary for its business purposes
distributes. Nevertheless, the Group remains alert to regulatory is collected. The Group includes the same rules relating to security
changes in countries where it is present. and control in all agreements with its partners. Ubisoft takes the
utmost care in collecting personal data from children under 13 and
The Group currently has no knowledge of any industrial or
has established parental consent procedures.
environmental risk (1).
Despite all of these measures and a strong determination to protect
players, its partners and its employees, there are still risks inherent
in the collection and processing of personal data. Risks of fraud,
piracy and flaws in IT system security in particular could result
❙ 3.1.2 LEGAL RISKS in the loss and/or theft of confidential data and legal action being
taken by those involved.

Risks associated with intellectual Regulations on the processing of personal data are constantly and
significantly changing. For example, the General Data Protection
property rights Regulation (EU) 2016/679, which strengthens and unifies data
Ubisoft has chosen to develop its brands in-house, meaning that it protection for individuals in the European Union, entered into force
holds all intellectual property rights to these games and can offer on May 25, 2018. Similarly, the “Privacy Shield” agreement, which
them via any type of device, product or service. This strategy also became effective in August 2016, authorizes data transfer from the
enables Ubisoft to limit the risk of third-party infringement. European Union to a company in the United States, provided that
Aware of the importance and value of its portfolio of intellectual this company processes the data in compliance with a set of rules
property rights (brands, copyright and patents), Ubisoft has a team and guarantees pertaining to data protection.
of lawyers dedicated to these rights and protecting them. This team Ubisoft endeavors to put in place the necessary measures to comply
oversees the registration of industrial property rights, continually with these current applicable measures but cannot guarantee that
monitors brands identical or similar to its own registered by third these changes will not affect its business.
parties on an international level and, where required, efficiently fights
all forms of piracy and copyright infringement (removal procedures B) INFORMATION CONFIDENTIALITY
in relation to contested products, legal action, etc.). Ubisoft endeavors to protect the confidentiality of all information
In spite of these precautions and vigilance on the part of Ubisoft, shared within the Group. In this regard, it works hard to raise
the Group cannot of course rule out any copyright infringement or employee and partner awareness on this matter. Internal rules on
piracy risks in relation to its intellectual property rights. the dissemination and protection of information are established
according to the level of confidentiality. Specific procedures are
implemented to ensure that confidential information is only
Risks associated with regulations distributed to or accessible by authorized persons who require it for
Through its external and organic growth policy, Ubisoft has expanded their work (“need to know” principle), in conjunction with encryption
its presence abroad and stepped up the diversification of its activities. and segmentation procedures, internal control procedures and,
As a result, the Group is now subject to a wide range of rapidly- where appropriate, specific confidentiality agreements, etc.
changing and complex laws and regulations. These regulations Despite all of these precautions, the risk of disclosure of confidential
mainly relate to the general conduct of business, competition, information may not be completely ruled out and could naturally
personal data processing, information confidentiality, consumer have a detrimental effect on the Company.
protection (the classification of games according to age-rating
systems) and local and international tax systems.

(1) See paragraphs 5.4.2 and 5.4.3 of the section on “Corporate social responsibility”

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 Risks and internal control
Risk factors

C) CONSUMER PROTECTION ❙ 3.1.3 MARKET RISKS

Ubisoft ensures that it complies with applicable regulations relating
to consumer protection, in particular the information given to
consumers on the rules of use and content of games, the classification Financial risks
of games in accordance with the age-rating systems of PEGI (Pan In the course of its business, the Group is exposed to varying degrees
European Game Information) in Europe and ESRB (Entertainment of financial risk (foreign-exchange, financing, liquidity, interest-
Software Rating Board) in the United States. Committed to protecting rate), counterparty risk and equity risk.
its players and complying with video game industry practices and
policies, the Group is actively involved in the work conducted by a Group policy consists of:
number of organizations: the ISFE (Interactive Software Federation ♦ minimizing the impact of its exposure to market risks on both its
of Europe), SELL (Syndicat des éditeurs de logiciels de loisirs) in results and, to a lesser extent, its statement of financial position;
France, and the ESA (Entertainment Software Association) in the
United States and Canada.
♦ tracking and managing this exposure centrally whenever
regulatory and monetary circumstances allow;
Notwithstanding these measures and precautions, a risk of breaching
consumer protection laws still exists.
♦ using derivatives for hedging purposes only.
The risk management policy is described in the section on the
D) POLICIES SUPPORTING THE SECTOR
The Group benefits from public policies that support the sector,
Treasury Department in section 3.2.3 “Control activities”. Additional
information and figures, notably on exposure to these different
risks, are also detailed in the consolidated financial statements.
3
particularly in France, Canada, the United Kingdom and Singapore.
(see 6.1.2.18).
Under these policies, Ubisoft benefits from substantial grants and
any change in government policy could have a significant impact on
the Company’s production costs and profitability. As a result, Ubisoft FOREIGN EXCHANGE RISK
ensures that it regularly renegotiates these agreements so as to limit, In light of its international presence, the Group may be exposed to
as much as possible, any risks associated with a change in public exchange-rate fluctuations, in the following three circumstances
policies. The amount and geographical distribution of the grants in particular:
are detailed in Note 13 to the consolidated financial statements. ♦ in the course of its operating activities: sales and operating
expenses of Group subsidiaries are largely denominated in
E) FISCAL POLICIES local currency. However, some transactions such as license
The modification of fiscal rules, tax rates and regulations in terms agreements and intercompany invoicing are denominated in
of transfer prices are important risk factors for the Group. Ubisoft another currency. The operating margin of the subsidiaries
strives to anticipate these risks and limit the impact thereof through concerned may therefore be exposed to fluctuations in exchange
the continuous monitoring of possible developments. rates involving their operational currency;
♦ in the course of its financing activities: in line with its policy of
Risks associated with administrative centralizing risks, the Group has to manage financing and cash
in various currencies;
and legal proceedings
♦ during the process of translating the accounts of its subsidiaries
There is no government, legal or arbitration proceedings pending
from foreign currencies into euros: operating profit (loss) from
that are likely to have or that, over the past 12 months, have had a
continuing operations may be generated in currencies other than
material impact on the Group’s financial position or profitability.
the euro. As a result, fluctuations in foreign currency exchange
The Group is subject to regular tax inspections by the tax authorities rates against the euro may have an impact on the Group’s income
in the countries where it is present. Current tax audits are detailed statement. These fluctuations also affect the carrying amount
in Note 32 to the consolidated financial statements. of assets and liabilities denominated in foreign currencies and
appearing in the consolidated statement of financial position.
The Group first uses natural hedges provided by transactions in
the other direction (development costs in foreign currency offset
by royalties from subsidiaries in the same currency). The parent
company uses foreign currency borrowings, forward sales or
foreign-exchange options to hedge any residual exposures and
noncommercial transactions (such as intercompany loans in foreign
currencies).
The sensitivity of Group earnings to changes in the value of its main
currencies is described in Note 41 to the consolidated financial
statements.

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3 Risks and internal control
Risk factors

IMPACT OF A +/-1% FLUCTUATION IN THE MAIN CURRENCIES ON SALES AND OPERATING INCOME

Currency Impact on sales (1) Impact on operating income (1)

USD 9,591 6,526
GBP 866 467
CAD 562 2,776
(1) In thousands of euros for the 2017/2018 financial year

IMPACT OF A +/-1% FLUCTUATION IN THE MAIN CURRENCIES ON GOODWILL AND BRANDS

Currency Impact on equity (1)

USD 680
GBP 489
(1) In thousands of euros for the 2017/2018 financial year

FINANCING AND LIQUIDITY RISK Risk to the company’s shares

In the course of its operating activities, the Group has no recurrent
In accordance with its share buyback policy and under the
or significant debts. Operating cash flows are generally sufficient to
authorization granted by the General Meeting, the Company may
finance operating activities and organic growth. However, the Group
decide to buy back its own shares. The fluctuations in the price of
issued bonds for €960 million including €500 million during the
shares bought in this way have no impact on the Group’s results.
financial year as part of the diversification of its financing activities.
In the consolidated financial statements, own shares are deducted
Moreover, to finance temporary requirements related to the increase from equity at cost of sale.
in working capital during especially busy periods, the Group had,
As at March 31, 2018, the Company held 1,587,176 treasury shares
at March 31, 2018, a €300 million syndicated loan, a €50 million
with a value of €86,103 thousand.
Schuldschein loan, €11 million in loans, €45 million in bilateral
credit lines and other bank credit facilities totaling €79 million, The shares are currently assigned to the following objectives:
and €126 million in commercial paper (as part of a program for a ♦ market-making and liquidity of Company shares under an
maximum amount of €300 million). agreement signed with Exane BNP: these purchases are made
The Group’s liquidity risk is mainly induced by payment flows on under the terms of a market-making agreement that complies
derivatives and is therefore not material. with all applicable regulations, and are designed to ensure the
liquidity of share purchases and sales. The Company has allocated
INTEREST-RATE RISK €1.5 million for the implementation of this agreement;

Interest-rate risk is mainly incurred through the Group’s interest- ♦ cancelation under legally prescribed conditions;
bearing debt. This debt is essentially euro-denominated and centrally ♦ retention for delivery at a later date in exchange or as payment
managed. Interest-rate risk management is primarily designed to for external operations; and/or
minimize the cost of the Group’s borrowings and reduce exposure
to this risk. For this purpose, the Group primarily uses fixed-rate ♦ employee stock ownership.
loans for its long-term financing needs and variable-rate loans to On March 20, 2018, Ubisoft committed to buy back from Vivendi
finance specific needs relating to increases in working capital during 7,590,909 of its own shares as part of a structured transaction in
particularly busy periods. the form of a forward sale of shares by Vivendi to Crédit Agricole
Corporate and Investment Bank (CACIB) and a forward buyback
As at March 31, 2018, the Group’s debt included bonds, a
mechanism by Ubisoft from CACIB, enabling Ubisoft to spread
Schuldschein loan, loans, commercial paper and bank overdrafts.
share buybacks over the financial years ending March 31, 2019 to
The sensitivity of debt to a change in interest rates is described in March 31, 2021. This buyback will take place under two contracts:
Note 38 to the consolidated financial statements.
♦ a pre-paid forward contract for 4,545,454 of its own shares, settled
by the delivery of securities maturing in 2021 or in advance at
Counterparty risk a price of €66. According to IAS 32, this contract is qualified as
an equity instrument that reduces the Group’s equity,
The Group is exposed to counterparty risk – mostly banking-
related – in the course of its financial management. The aim of the ♦ a swap contract for 3,045,455 shares settled at the maturity
Group’s banking policy is to focus on the creditworthiness of its date or in advance on Ubisoft’s initiative either in cash or by
counterparties and thus reduce its risks. delivery of shares against payment of the price of €66. The swap
contract is covered by a €100 million security deposit. According
to IFRS 9, this contract is qualified as a derivative and classified
in current financial assets.

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 Risks and internal control
Risk management and internal control procedure

Thus, over FY 2017-2018, Ubisoft disbursed: To prevent the risk of non-recovery of the deposit once the obligations
of the swap contract are fulfilled and the risk of non-delivery of shares
♦ €303 million in relation to the prepaid forward contract, of
on the expiration date or during an early unwinding of the forward
which €300 million for the 4,545,454 shares at €66 per share
contract, Ubisoft has concluded these contracts with a first-rate
and €3 million for the expenses stemming from the acquisition
banking institution.
of said shares;
♦ €100 million for the security deposit relating to the swap contract.

3.2 Risk management and internal control procedure

This section is based on information and control methods reported
by the various parties involved in internal control within Ubisoft
Since 2007, Ubisoft has used a proactive approach in order to
continuously assess the adequacy and effectiveness of its internal
3
and its subsidiaries, as well as the internal audit work performed at control system. The internal control system thus continued to
the request of the general management and the Audit Committee. adapt to the constraints and specific features of the Group and
its subsidiaries, and to changes in its external environment. The
creation of an Audit Committee on November 20, 2013 strengthened
this approach.

❙ 3.2.1 DEFINITION AND OBJECTIVES However, the Group is aware that the internal control system cannot
provide an absolute guarantee that the Company’s objectives will
OF INTERNAL CONTROL AND
RISK MANAGEMENT be met and that all the potential risks it may face will be controlled.

Definition of risk management

Definition of internal control
Risk management is a tool for Company management that serves to:
Ubisoft has drawn up this section in accordance with the reference
framework of the Autorité des Marchés Financiers (AMF) (initially ♦ create and preserve the value, assets and reputation of the
published in January 2007, and updated and revised in July 2010) Company;
and the principles of the application guide. The Group also uses this ♦ secure the Company’s decision-making and processes to help it
reference framework to improve its internal control procedures. achieve its objectives;
Under this framework, internal control is defined as a system ♦ promote consistency of actions with Company values;
designed to ensure:
♦ involve Company employees in a common vision of the principal
♦ compliance with laws and regulations; risks.
♦ application of the instructions and policies set down by the The risk management system is a component of internal control. It
general management and the Audit Committee; allows the Company to anticipate and identify the key internal or
♦ proper functioning of the Company’s internal processes, external risks that could pose a threat and prevent the Company
particularly those involving the security of its assets; from achieving its objectives.

♦ reliability of the financial information published.

With a view to achieving each of these objectives, Ubisoft has
defined and implemented its general principles of internal control
that, for the most part, are based on the guidelines set out in the ❙ 3.2.2 ORGANIZATION OF INTERNAL
COSO (Committee of Sponsoring Organization of the Treadway
CONTROL
Commission) report published in 1992 and updated in 2013, as well The internal control system relies on a solid foundation of autonomy
as on the internal control reference framework and recommendations and collaboration within the Group’s teams, encouraging the
published by the Autorité des Marchés Financiers (AMF). alignment of goals, resources and mechanisms deployed. It is based
This system also aims to help the Company maintain control over on the clear identification of goals and responsibilities, a human
its activities, the efficiency of its operations and efficient use of resources policy ensuring that resources and skill levels are sufficient,
its resources, while enabling it to adequately take into account information systems and tools that are adapted to each team and/
significant operational, financial or compliance risks. Therefore, or subsidiary. Each subsidiary is responsible for implementing
the internal control system plays a key role in conducting and the relevant strategies to achieve these objectives, although the
monitoring its activities.

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3 Risks and internal control
Risk management and internal control procedure

monitoring and verification of the internal control system and risk Specific visits are made to the subsidiaries in order to carry out
management is highly centralized by the operational departments. audits and training and to make recommendations so as to ensure
that the internal control system is satisfactory.
The internal control systems of each subsidiary include both the
application of Group procedures and the definition and application of These procedures are presented in detail under “Control
procedures specific to each business line in terms of its organization, activities”;
culture, risk factors and operational characteristics. With regard to
♦ the finance and accounting teams: present in all Group
the parent company, Ubisoft monitors the existence and adequacy
subsidiaries, they are responsible for performing analysis and
of internal control systems and specifically the accounting and
control functions, including budgeting and the preparation of
financial procedures implemented by fully consolidated entities.
the financial statements.

Organization Clear goals and responsibilities

The key parties involved in the internal control system are as follows:
The division of powers and responsibilities is clearly defined by the
♦ the general management: The general management organization charts.
is responsible for managing all of the Group’s activities and
In order to enable the various operational teams to achieve
deals specifically with aspects relating to Group strategy and
their goals, temporary and permanent operational and banking
development. As part of its role, the general management is
authorizations are granted. These are frequently reviewed by the
responsible for establishing the procedures and mechanisms
Treasury Department assisted by the Administration Department
employed to ensure both the functioning and monitoring of the
and are updated to reflect any changes in roles and responsibilities.
internal control system;
General management defines the rules for delegating power to
♦ the Board of Directors assisted by the Audit Committee: subsidiaries.
the Board of Directors has defined governance regulations in
Consequently, at an individual level, each major subsidiary has local
its internal rules specifying the role of the Board of Directors
internal control procedures (delegation of bank signing authority,
assisted to this end by its committees; the Audit Committee
verification of day-to-day transactions, segregation of duties between
in particular is responsible for ensuring the quality of internal
the signatory and the person preparing the payment, limitation of
control. The Audit Committee ensures that the Group has reliable
payments by check, etc.) to minimize the risk of fraud.
procedures that enable the internal control system and the
risk identification, assessment and management system to be Similarly, budgetary goals are defined annually by the general
monitored. The Audit Committee annually defines the priority management and monitored in each subsidiary by the accounting and
internal control objectives that it communicates to the Internal finance teams. Business performance is monitored by management
Control Department; audit teams: at subsidiary level, these teams provide relevant cost
analyses to operational managers so that they can make the necessary
♦ the Internal Control Department: prepares and implements management decisions. This information is periodically reported
the risk management assessment methodology based on an
in a standard format and is consolidated by head office teams, who
approach focused on the processes that enable risks and key
analyze the differences between objectives and actual performance.
controls to be identified. The Internal Control Department
formalizes the risk mapping and provides support to operational
employees through the implementation of internal control Adapted solutions and operating methods
tools and software. It organizes activity monitoring through
The IT teams provide the different business lines with solutions that
the definition of key indicators to assess the relevance of the
are adapted to their activities. They define, implement and operate
internal control system and facilitate decision making;
these solutions. The range of solutions used includes commercial
♦ the Group’s managers and employees: the major policies software as well as tools developed internally. This range is constantly
and goals are determined by the general management in each evolving in line with the ever increasing requirements in managing
area in consultation with Group general management and and analyzing information, while ensuring compliance with the
are passed on to the subsidiaries. Each subsidiary has its own security standards in place at Ubisoft.
general management and management team and is responsible
Similarly, each subsidiary and team strives to continuously improve
for implementing the strategies designed to ensure that these
processes and documentation. This also involves frequently
goals are achieved;
reviewing and updating procedures to ensure uniform application.
♦ operational management: in collaboration with general These procedures are made available to the relevant teams through
management, operational managers are involved in setting the key collaborative tools developed by the Group.
accounting, finance, legal, fiscal, IT and human resources policies,
Procedures associated with the preparation of accounting and
and supporting the subsidiaries with their implementation.
financial information are described in paragraph 3.2.3.

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Risk management and internal control procedure

❙ 3.2.3 CONTROL ACTIVITIES accounting information received from subsidiaries, checks its
compliance with the accounting policies manual and performs
In addition to the risk management system, the Group has many reconciliations to ensure the standardization of procedures. A
control processes at all levels of the Company. Operational detailed report is sent to the management team each month so
departments at registered office play a crucial role in ensuring that that the Group’s performance may be monitored and analyzed.
subsidiaries’ initiatives comply with Group guidelines and providing It ensures compliance with applicable standards and regulations
support for risk management, especially when local teams lack so as to provide a true picture of the Group’s business activities
sufficient expertise. and position;
The centralized organization of these support functions enables ♦ the Treasury Department checks the suitability and
consistent dissemination of the major policies and goals of the compatibility of exchange rate and liquidity risk management
general management: policies, as well as the financial information published. It arranges
foreign exchange derivative contracts and coordinates cash flow
♦ the Financial Planning Department monitors the Company’s
performance using operational monitoring based on monthly management at French and foreign subsidiaries, in particular
reports from all Group subsidiaries. It also coordinates meetings by overseeing the dissemination of cash pooling solutions and
between the general management and the Operational and cash flow projections. It centralizes and verifies the authorization
Finance Departments at which the various reporting indicators granted to a limited number of employees, who are exclusively

3
are reviewed and the differences between actual performance authorized by the general management to handle certain financial
and initial forecasts are analyzed, enabling the quarterly, interim, transactions, subject to pre-defined thresholds and authorization
annual and multiannual forecasts to be fine-tuned on the basis procedures. The Treasury department provides support to the
of actual figures and market outlooks as received from local and Group’s subsidiaries in the implementation of tools for enhancing
operational teams. The financial controllers monitor the whole controls and the security of means of payment;
financial reporting cycle and constantly query subsidiaries on ♦ acquisitions are managed by the Acquisitions Department,
their performance levels, earnings and business activity. They which reports to the Finance Department in close collaboration
then define and distribute the financial objectives for the current with the Legal Department. The Acquisitions Department
financial year. The Financial Planning Department also carries examines and assesses the strategic interest of the planned total or
out an annual in-depth review of the multiannual forecasts (3 or partial takeover of a company and submits the relevant proposal
5 years), ensuring consistency with the strategic decisions made to the general management, which makes the final decision. No
by the Group. These processes taken together represent a major Group subsidiary can make this decision on its own;
component of the Group’s internal control system and an ideal
♦ the Legal Departments are specialists in all legal business
tool for monitoring the operations of subsidiaries. They allow the
matters and particularly in acquisition law, company law, contract
Management Audit Department to have the role of alerting the
law, tax law, employment law and intellectual property law.
general management to the financial consequences and the levels
They are responsible for developing innovative legal solutions
of performance of the different operations undertaken whenever
that comply with current regulations in the various countries in
necessary. Furthermore, the Management Audit Department
which Ubisoft operates. Working in close partnership with the
regularly performs an alignment of management processes
operational teams, the lawyers work upstream to identify the best
and improves its management tools, in addition to establishing
strategy, to assess and manage risks and to provide support in
defined management standards with the Information Systems
implementing said solutions. The legal teams provide support to
Department so as to provide a common, clear language for all
all subsidiaries with regard to their legal issues and are involved
employees to work with;
at every stage of their projects (from concept and production to
♦ the role of the Consolidation Department is to monitor marketing and distribution). They coordinate external growth
standards, to define the Group’s accounting policies, to produce operations, prepare and implement strategies and contractual
and analyze the consolidated financial statements and to prepare relations (particularly in the development of new products, the
the accounting and financial information. This department is the hiring of new staff in France or abroad, and negotiations with
main point of contact with the Statutory auditors during annual new partners). They manage the portfolio of industrial property,
and half-yearly audits. handle any disputes and continually monitor regulatory changes
The IFRS accounting standards applicable to the Group are in the various countries in which Ubisoft operates;
identified by the Consolidation Department and systematically ♦ the Tax Department assists and advises the Group’s French
distributed via the online accounting policies manual accessible and foreign companies with the analysis of the tax aspects of their
by all accounting and financial services. Technical monitoring is projects. In coordination with the various internal departments,
carried out by the team that organizes and manages the updating it ensures the Group’s tax security by organizing risk prevention,
process via instructions and/or training. identification and management. It determines the Group’s
The Consolidation Department centralizes all expertise on transfer pricing policy and ensures compliance with reporting
the preparation and analysis of the Group’s monthly, interim requirements;
and separate consolidated financial statements. It audits the

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3 Risks and internal control
Risk management and internal control procedure

♦ the Information Systems Department is involved in These systems are mainly housed in our internal data centers but
selecting IT solutions, ensures their consistency, and monitors also at partners providing cloud-based services and software as a
their technical and functional compatibility. The IT Department service (SaaS). Security audits are carried out both upstream and
monitors the progress of IT projects and ensures that they are downstream within the context of our quality audit to ensure the
compatible with requirements, existing systems, budgets, etc. A security of the information system.
periodic review of medium-term projects is also carried out to take
into account changes in the Company, priorities and constraints. FINANCIAL STATEMENT PREPARATION
The Risk Security and Management Department is responsible AND CONSOLIDATION PROCESSES
for ensuring and organizing the protection of Ubisoft activities, The financial statements of each subsidiary are drawn up, under the
which include but are not limited to the security of applications, responsibility of their manager, by the local accounting departments,
information systems, online games, human resources and which ensure compliance with country-specific tax and regulatory
property. To this end, rules and control measures are established constraints. These financial statements are subject to a limited
with the aim of preventing and managing risks. These internal review for the interim financial statements of the key subsidiaries
policies and procedures are reviewed regularly, circulated and and a complete audit carried out by the auditors for the majority
adapted to maximize their efficiency. of the subsidiaries at the year-end.
Reporting of accounting information, in standardized monthly
Internal control of the preparation reports, is carried out on the basis of a schedule established by the
Consolidation Department and approved by the Administration
of financial and accounting information
Department. Each subsidiary must apply existing Group procedures
The internal control procedures relating to the preparation and to the recording of accounting data for monthly reporting, interim
processing of financial and accounting information are mainly and annual financial statements and quarterly forecasts.
implemented by the various accounting, finance and IT departments.
The reporting of subsidiaries is established according to the
accounting policies of the Group, which are formalized in a Group
ORGANIZATION OF INFORMATION SYSTEMS policies manual distributed to all the subsidiaries. The consolidation
With a view to continually improving its information system and statements are subject to an audit or a limited review with regard
ensure the integrity of accounting and financial data, the Company to this Group accounting policies manual.
invests in implementing and updating IT solutions and procedures
The subsidiaries’ accounting information is uploaded, reconciled and
to meet the requirements and constraints both of the local teams
then consolidated in a central software solution, HFM from Oracle,
and of the Group.
under the responsibility of the Consolidation Department. This
Most of the subsidiaries are integrated in PeopleSoft – Oracle for software supports automatic verification and consistency checking
the accounting and management of operational flows (procurement, of flows, the statement of financial position, specific line items in the
manufacturing, logistics, etc.). This centralized application, which income statement, etc. It also allows fast, reliable data reporting and
uses a single database, allows the sharing of frameworks and is designed to make the consolidated financial statements secure.
transaction formats (product database, customer and supplier
The Company has taken measures to shorten the process of
files, etc.). This ERP was installed as an attempt to respond to issues
preparing the consolidated financial statements and to make it more
relating to growth of Ubisoft’s activity.
reliable. For example, the Consolidation Department has drawn up
With a view to integrating and automating accounting and financial procedures, which are updated periodically, enabling subsidiaries
solutions, the Group implements PeopleSoft – Oracle in its new to optimize understanding and effectiveness of the solutions, and to
subsidiaries. The computerization of data exchange (interfaces guarantee the standardization of published accounting and financial
between accounting systems and the consolidation system, daily data:
integration of banking entries, automated payment issuing, etc.)
♦ drawing up a Group chart of accounts;
optimizes and improves processing and guarantees greater reliability
of accounting processes. ♦ implementing automatic mapping between the separate financial
statements and the consolidated financial statements;
The consolidation and management forecasting applications are used
by all Group companies, providing an exhaustive and standardized ♦ drawing up a user manual for the consolidation statement;
view of business activities, and accounting and financial data. They ♦ drawing up a consolidation manual;
thus help improve the effectiveness of information processing.
♦ drawing up an accounting policies manual.
Similarly, special attention is paid to the security of IT data and
processing. The Risk Security and Management Department is The Consolidation Department also carries out ongoing monitoring
constantly working with IT to improve levels of control to ensure: so as to track and anticipate changes to the regulatory framework
applicable to Group companies.
♦ availability of online services and systems;
♦ data availability, confidentiality, integrity and traceability;
♦ protection of online services from unauthorized access;
♦ monitoring of the network against internal and external threats;
♦ data security and recovery.

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 Risks and internal control
Risk management and internal control procedure

ACCOUNTING AND FINANCIAL INFORMATION • justifying investments and expenditure,

VALIDATION PROCEDURES • evaluating the efficient utilization of resources (human, material
Ubisoft’s accounting and financial information is prepared by the or financial);
Administrative Department under the supervision of the Chairman
♦ the improvement of operational and financial practices by means
and Chief Executive Officer, with the Board of Directors responsible
of corrective and optimization initiatives to remedy shortcomings;
for final approval, based on a presentation by the Audit Committee.
♦ effective monitoring of compliance with these procedures and
The consolidated financial statements are subject to a limited review
controls.
as at September 30 and an audit as at March 31 by the Group’s
auditors. The Administrative Department works in constant 2017/2018 was focused on the standardization of the internal control
collaboration with the Statutory auditors to coordinate the year- system, i.e.:
end process and to anticipate significant accounting treatments. ♦ the development of a shared risk assessment methodology;
One-off assignments during the financial year such as pre-closing ♦ the deployment of the risk assessment methodology for processes
reviews prior to each interim and annual closing date make it possible associated with cash outflows for a sample of the Group’s
to forecast and assess specific accounting issues in advance. This significant subsidiaries in terms of sales or capitalized production;
systematic review eases finalization at the balance sheet date and
reduces the time needed to prepare the consolidated financial ♦ the implementation of periodic key, standardized controls, in
statements.
At international level, the audit of the financial statements in certain
coordination with Statutory Auditors, in order to increase the
effectiveness of external audits, focused notably on general IT
controls for a selection of key applications (accounting basis
3
subsidiaries is carried out by the KPMG and Mazars networks, co- management, time management, ERP), personnel costs, etc.
auditors for the holding company. Their local representative does
everything required of him in the respective country as regards For 2018/2019, the Audit Committee formulated the following
Statutory auditors. This organization helps to standardize audit internal control objectives:
procedures. ♦ continued deployment of the risk assessment methodology for
The Group announces its sales on a quarterly basis and its earnings cash outflows for new subsidiaries;
every six months. ♦ the implementation of IT tools for greater efficiency of internal
The Consolidation Department checks and delivers the accounting control for process mapping and monitoring of action and control
information included in the Group’s financial releases that relate plans;
to the consolidated financial statements. ♦ the human development of the Internal Control Department, in
order to increase its intervention capacities.
EXTERNAL FINANCIAL INFORMATION
MANAGEMENT PROCESS
The Financial Communications Department distributes the financial
information required for the Group’s strategy to be understood to
shareholders, financial analysts, investors, etc.
❙ 3.2.5 INSURANCE AND RISK COVERAGE
The insurance management policy falls under the general scope of
All financial and strategic releases are reviewed and approved by
risk management. It aims to protect the Group and its staff against
the general management. Financial information is published in
the consequences of certain potential and identified events that
strict compliance with market regulations and in keeping with the
could have an impact on it or them.
principle of equal treatment of shareholders.
So as to take advantage of its international presence, Ubisoft
combines the standardized coverage of global risks with the specific
management of local risks.

❙ 3.2.4 ONGOING SUPERVISION OF THE The main insurance programs coordinated by the Group relate to:
INTERNAL CONTROL SYSTEM ♦ commercial liability insurance: this worldwide program
offers coverage for:
The introduction of an overall formalized approach to internal
control thus allows: • operations liability,

♦ the quality of controls in subsidiaries to be understood, • product liability – including the removal of goods,
particularly by means of: • professional liability.
• ensuring that risk levels associated with their business and
functional organization are taken into account,
• ensuring that activities carried out locally are in line with Group
strategy and guidelines,

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3 Risks and internal control
Risk management and internal control procedure

This program provides standardized and coordinated coverage ♦ property damage and trading loss insurance: this type
for all Ubisoft subsidiaries; of insurance is managed directly by local subsidiaries so as to
take account of the specific nature of their businesses and any
♦ transport and storage insurance: the Group acts as a service
local insurance opportunities;
platform offering arranged coverage, up to a maximum limit. All
European and Canadian subsidiaries are covered; ♦ specific coverage such as vehicle and health insurance,
employee pension funds and coverage for business travel or
♦ civil liability insurance for corporate officers: this is
expatriates. These are managed locally in accordance with
in place to cover any claims made against de jure or de facto
requirements and local regulations.
executives, as well as defense and ancillary costs;
Through these programs, the Group aims to offer comprehensive
♦ customer credit insurance: to protect itself against the risk
and extensive coverage for risks and pays particular attention to
of default, the Group has taken out a comprehensive policy that
pools risks to which a large majority of the sales subsidiaries (1) the financial conditions offered.
have subscribed; Total premiums paid on insurance policies in force during the
financial year ended March 31, 2018 amounted to €1,621 thousand
excluding credit insurance.

(1) Representing 89% of non-digital Group sales as at the end of March 2018

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4 Corporate governance report

4.1 CORPORATE GOVERNANCE 36 4.2 COMPENSATION FOR

4.1.1 Corporate Governance Code 36 THE ADMINISTRATIVE
AND MANAGEMENT
4.1.2 Current governance structure 36
BODIES 67
4.1.3 Organization and operation
of the Board of Directors 55 4.2.1 Compensation for
directors – directors’ fees 67
4.1.4 Other information 64
4.2.2 Compensation of Corporate
Executive Officers 70
4.2.3 Reports on the allocation
of options or free shares 96

4.3 AUDITORS 108

- 2018 Registration Document 35

4 Corporate governance report
Corporate governance

This chapter contains the report of the Board of Directors on The main parties involved in preparing and drawing up the report are
corporate governance which was presented to the Shareholders’ the Chairman and Chief Executive Officer, the members of the Board
General Meeting, in accordance with the provisions of Articles of Directors and of the committees, working in close collaboration
L. 225-37, paragraph 6, and L. 225-37-2 to L. 225-37-5 of the French with the Human Resources Department and the Administration
Commercial Code. Department in charge of its preparation.
It was presented to the Nomination and Compensation Committee
prior to its adoption by the Board of Directors at its meeting
of May 17, 2018.

4.1 Corporate governance

❙ 4.1.1 CORPORATE GOVERNANCE CODE

The Company refers to the AFEP-MEDEF corporate governance Code for listed companies as revised in November 2016 (the “AFEP-MEDEF
Code”) which is available on the AFEP website (www.afep.com).
In accordance with the provisions of Article L. 225-37-4, 8° of the French Commercial Code, the following table indicates
the AFEP-MEDEF Code recommendations that were not taken into consideration by the Company and the reasons for this.

Provisions of the AFEP-MEDEF Code Explanation

17.1 Composition (of the Committee in charge Since Lionel Bouchet, a director that represents employees,
of compensation) was elected on March 7, 2018, his appointment as a member
“It is recommended [...] that one of its members be an employee of the Nomination and Compensation Committee has not been
director.” reviewed to date.
17.3 Operating procedures (of the Committee in charge
of compensation)
“When the report on the work of the Compensation Committee The Corporate Executive Officers attend sessions at which discussions
is presented, the Board should deliberate on issues relating to the on the components of their compensation are discussed, but do not
compensation of the Corporate Executive Officers in the absence participate in these discussions and do not vote on their respective
of the latter.” compensation.
The potential or vested compensation components are not made
25.1 Ongoing information public after a decision is made by the Board of Directors but are
“All of the Corporate Executive Officers’ compensation components, set out in section 4.2.2 of the Registration Document on the
whether potential or vested, must be publicly disclosed immediately compensation of Corporate Executive Officers (ex-post
after the meeting of the Board approving the relevant decisions.” or ex-ante vote).

❙ 4.1.2 CURRENT GOVERNANCE STRUCTURE function properly, and that the directors are able to perform their
duties. He provides the Board of Directors and its committees with
the information they need and reports on the highlights of the
4.1.2.1 Chairman and General Management Group’s activities. He implements the decisions taken by the Board
of Directors.
Based on the recommendations of the Nomination and Compensation
Committee, the Company’s Board of Directors makes every effort
GENERAL MANAGEMENT (“G5”)
to establish a governance structure that can meet the demands of
the functions that are entrusted to it, while being able to meet the In accordance with relevant legal provisions, the Board of Directors
challenges specific to the Ubisoft Group, and following best market entrusts the Company’s general management to the Chairman of
practices in this area. the Board or another individual, who may or may not be a director,
holding the title of Chief Executive Officer.
CHAIRMAN Shareholders and third parties are informed of this decision under
From among its members, and in accordance with relevant legal the conditions established by current legal and regulatory provisions.
requirements, the Board of Directors elects a Chairman, an individual When the Company’s general management is undertaken by the
who organizes and supervises the work of the Board, on which Chairman of the Board of Directors, the following provisions relating
he reports at the General Meeting. The Chairman of the Board to the Chief Executive Officer also apply to the Chairman.
of Directors ensures that the Company’s management bodies

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 Corporate governance report
Corporate governance

In addition, in accordance with legal and statutory provisions, the LIMITATIONS IMPOSED BY THE BOARD
Board of Directors may, based on a proposal by the Chief Executive OF DIRECTORS ON THE POWERS
Officer, appoint Executive Vice Presidents, who are individuals, OF THE CHIEF EXECUTIVE OFFICER
and who may or may not be directors, to assist the Chief Executive Subject to the internal provisions, unenforceable against third
Officer; there can be no more than five of them. parties, that the Board of Directors may impose on the powers
Yves Guillemot is assisted in his duties as Chief Executive Officer of the Chief Executive Officer in the internal rules of the Board of
by Claude Guillemot, Executive Vice President in charge of Directors, the Chief Executive Officer has a broad mandate to act
Operations, Michel Guillemot, Executive Vice President in charge in all circumstances on behalf of the Company. He represents the
of Development, Strategy and Finance, Gérard Guillemot, Executive Company in its dealings with third parties. He exercises these powers
Vice President in charge of Publishing, and Christian Guillemot, within the limit of the corporate purpose and without prejudice
Executive Vice President in charge of Administration. As founding to the powers expressly granted by law to shareholders’ meetings
shareholders, each Executive Vice President has extensive knowledge and to the Board of Directors in accordance with the internal rules
of the Group. of the Board.
The G5 (the Chief Executive Officer and four Executive Vice The internal rules specify that strategic investment projects –
Presidents) meets biweekly for an update on strategic cross-cutting pertaining to external growth operations likely to have a material
issues requiring their specific expertise in the areas of operations, impact on the Group’s earnings, the structure of its statement of
development and strategy, publishing and finance, thereby assisting financial position or its risk profile – are subject to the prior approval
the Chief Executive Officer to perform his duties. The G5 reports of the Board of Directors. Accordingly, the Chairman and Chief
to the Board of Directors once a year on its activities carried out Executive Officer must obtain the prior authorization of the Board
in the past year. of Directors for external investments that involve shareholdings
or assets totaling more than €100 million each and not previously
The Board of Directors determines the compensation of the Chief
approved by the Board.
Executive Officer and Executive Vice Presidents in accordance with
the provisions of Article L. 225-37-2 of the French Commercial In addition, at its meeting on May 16, 2017, the Board of Directors
Code. The term of office of the Chief Executive Officer and Executive set out the scope of the Chairman and Chief Executive Officer’s
Vice Presidents may not exceed, as applicable, the term of their
directorship.
powers as regards granting deposits, endorsements and guarantees
by setting the overall authorized amount at €150 million for a legal
4
term of one year in accordance with Article R. 225-28 of the French
COMBINATION OF POSITIONS OF CHAIRMAN Commercial Code. This authorization was renewed on May 17, 2018
AND CHIEF EXECUTIVE OFFICER with the same limits and conditions.
The AFEP-MEDEF Code states that “companies with a Board of
Directors can choose between separation of the offices of Chairman 4.1.2.2 Lead Director
and Chief Executive Officer and the aggregation of such duties.
The law does not favor either formula and allows the Board of The choice to combine the positions of Chairman and Chief Executive
Directors to choose between the two forms of exercise of executive Officer is exercised in compliance with the prerogatives of the
management.” various bodies. As part of the drive to improve governance, the
position of lead director was created on March 3, 2016 and the
In accordance with Article L. 225-51-1 of the French Commercial Board elected Didier Crespel to fill this position. The internal rules
Code, the Board, at its meeting on October 22, 2001, decided not of the Board of Directors require that a lead director be appointed,
to separate the positions of Chairman of the Board of Directors whose responsibilities, resources and powers are described in
and of Chief Executive Officer, mainly to encourage close relations section 4.1.3.3., when the positions of Chairman and Chief Executive
between managers and shareholders. At its meetings of September 2 Officer are held by the same person. The powers of the lead director
and 6, 2016, the Board of Directors assessed the terms and impact include the option to hold meetings with the independent directors.
of the combination or separation of the positions of Chairman
and Chief Executive Officer on the organization in the short and
medium terms of the Company and of the Group. The Board 4.1.2.3 Group Management (“Executive
unanimously decided during these meetings that the combination Committee”)
of the positions of Chairman and Chief Executive Officer suits the
The members of the Executive Committee are the operational
organization and operation of the Company. The Board considered
managers of the Group. Each member makes proposals in terms of
that the combination of these positions favors responsive and
strategy and organization. They implement policies and procedures
effective decision-making in a changing and highly competitive
that apply generally to the entire Group and are decided on by the
environment, strengthening the cohesion of the entire organization
general management.
(strategy and operations), and thus facilitating and streamlining the
decision-making process. This choice was reaffirmed upon the re- The Executive Committee members are:
election of Yves Guillemot by the Board of Directors at its meeting Alain Corre Executive Director, EMEA
of September 29, 2016.
Laurent Detoc Executive Director, NCSA
Christine Burgess-Quémard Executive Director,
worldwide production
Serge Hascoët Chief Creative Officer

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4 Corporate governance report
Corporate governance

4.1.2.4 The Board of Directors and its committees

COMPOSITION AS AT MAY 17, 2018

DIRECTORS INDEPENDENT BALANCE OF

AVERAGE OF DIRECTORS (1) MEN/WOMEN
53.83

11
12 INCLUDING
YEARS OLD

directors appointed by the

54.55% 1 45.45 % (3)
LEAD
General Meeting AND INDEPENDENT
AND DIRECTOR
1 director elected by the employees 100% at the Committees (2)
(1) The director representing the employees is not taken into account in the calculation of the independence rate, pursuant to the AFEP-MEDEF Code
(2) Audit Committee and Nomination and Compensation Committee
(3) The director representing the employees is not taken into account in the calculation of this percentage, pursuant to Article L.225-27-1, II of the French Commercial Code

INDIVIDUAL PRESENTATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

The table below summarizes the current composition of the Board of Directors. A detailed individual presentation of the directors, and the
experience and expertise that each of them contribute to the Board of Directors, is set out in section 4.1.2.5 of this Registration Document.

Nomination and
Audit Compensation
Name Age Gender Nationality Committee Committee
GENERAL MANAGEMENT
Yves Guillemot, Chairman & CEO 57 M French
Claude Guillemot, Executive Vice President 61 M French
Michel Guillemot, Executive Vice President 59 M French
Gérard Guillemot, Executive Vice President 56 M French-American
Christian Guillemot, Executive Vice President 52 M French
DIRECTORS DEEMED INDEPENDENT
◆
Didier Crespel 56 M French Chairman (1) (2)

◆
Laurence Hubert-Moy 56 F French ◆ Chairman
Florence Naviner 55 F French ◆ (1)
Frédérique Dame 42 F French-American
Corinne Fernandez-Handelsman 56 F French
Virginie Haas 52 F French ◆ (2)
DIRECTOR REPRESENTING EMPLOYEES
Lionel Bouchet 44 M French
(1) Ms. Florence Naviner, a member of the Audit Committee since January 1, 2018, is replacing Mr. Didier Crespel as chair of this committee as of May 18, 2018.
Mr. Didier Crespel will remain a full member of the Audit Committee
(2) Ms. Virginie Haas was appointed as a member of the Nomination and Compensation Committee to replace Mr. Didier Crespel, effective April 1, 2018
(3) Virginie Haas’s attendance rate can be explained by the fact that two Board of Directors’ meetings were held during a very short timeframe during
which Ms. Haas was not available

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 Corporate governance report
Corporate governance

YVES CLAUDE MICHEL GÉRARD CHRISTIAN CORINNE

GUILLEMOT GUILLEMOT GUILLEMOT GUILLEMOT GUILLEMOT FERNANDEZ-
Chairman and Chief Executive Vice Executive Vice President Executive Vice Executive Vice HANDELSMAN
Executive Officer President in charge in charge of development, President in charge President in charge Director
of operations strategy and finance of publishing of administration ★

DIDIER LAURENCE FRÉDÉRIQUE FLORENCE LIONEL BOUCHET VIRGINIE HAAS

CRESPEL HUBERT-MOY DAME NAVINER Director representing Director
Lead Director Director Director Director employees ★◆
★▲ ★▲◆ ★ ★▲

Independent director Audit Committee Nomination and Compensation Committee

★ ▲ ▲ ◆ ◆
Member Chairperson Member Chairperson

Years of Number of Board Number of terms

Start End of presence on shares attendance rate in listed companies
of 1st term current term the Board At 05/17/18 (FY 2018) outside the Ubisoft Group

02/28/88 2020 30 988,567 100% 2

02/28/88 2021 30 732,475 93.33% 1
02/28/88 2021 30 378,715 93.33% 1
02/28/88 2020 30 495,659 80% 1
02/28/88 2021 30 106,625 93.33% 1

11/20/13 2021 5 320 100% -

06/27/13 2021 5 414 100% -

09/29/16 2020 2 315 86.67% -
09/29/16 2020 2 321 93.33% -
09/22/17 2019 1 150 100% 1
09/22/17 2019 1 50 77.78%  (3)
-

03/07/18 2022 < 1 0 100% -

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4 Corporate governance report
Corporate governance

Changes in the Board of Directors and its committees during the financial year

Board of Directors
Nominations Renewals Term(s) of office(s) expired
Virginie Haas (AGM 09/22/17) Claude Guillemot (AGM 09/22/17) Pascale Mounier (AGM 09/22/17)
Corinne Fernandez-Handelsman (AGM 09/22/17) Michel Guillemot (AGM 09/22/17)
Christian Guillemot (AGM 09/22/17)

Nomination and Compensation

Audit Committee Committee
Chairperson Didier Crespel Laurence Hubert-Moy
(independent) (independent)
Member(s) Laurence Hubert-Moy Didier Crespel
(independent) (independent)
Florence Naviner
(independent)

In relation to the employment charter for which Didier Crespel, at least three members and of no more than eighteen members,
lead director, Chairman of the Audit Committee and member of the notwithstanding any derogation permitted by law.
Nomination and Compensation Committee was responsible, and in
♦ Method of appointment: Over the life of the Company,
accordance with his wishes, the Board of Directors appointed the
directors are appointed or reappointed by the Ordinary General
following persons on the recommendation of the Nomination and
Meeting; however, in the event of a merger or demerger, the
Compensation Committee:
appointment may be made by the Extraordinary General Meeting
♦ Ms. Florence Naviner as a member of the Audit Committee as held to deliberate on the operation concerned. Between two
of January 1, 2018 and Chairwoman of the said committee as of meetings and in the event of a vacancy due to death or resignation,
May 18, 2018; Mr. Didier Crespel will remain a full member of appointments may be made on a provisional basis by the Board
the committee; of Directors. They are subject to ratification at the next General
Meeting.
♦ Ms. Virginie Haas as member of the Nomination and Compensation
Committee to replace Mr. Didier Crespel, as of April 1, 2018. ♦ Duration of a director’s term of office: Following the
recommendations of the AFEP-MEDEF Code and in accordance
The General Meeting of September 22, 2017 approved an amendment
with Article 8 of the Company’s Articles of Association, the term
to the Company’s Articles of Association in order to determine
of office for directors is four years, with a system of staggered re-
the terms for the election of a director representing employees
elections to ensure a smooth transition on the Board of Directors
on the Board of Directors, in accordance with the provisions of
and avoid any en masse replacements. The General Meeting
Article L. 225-27-1 of the French Commercial Code as amended by
can, in exceptional circumstances, appoint or re-elect one or
Law No. 2015-994 of August 17, 2015 (the “Rebsamen” law). On
more directors for a term of two or three years so as to stagger
March 7, 2018, Mr. Lionel Bouchet was elected director representing
re-elections.
employees, pursuant to the provisions of Article 8.2 of the Company’s
Articles of Association. ♦ Pursuant to applicable legislative and regulatory provisions, if a
director is appointed to replace another, he or she shall only hold
To date the Board of Directors does not have any directors
this position for the remainder of his or her predecessor’s term.
representing shareholder employees. However, for the first time,
since March 31, 2018, end of the Company’s last financial year, ♦ The term of office of directors ends following the Ordinary
employee holdings of the Company’s share capital exceeded, in General Meeting called to approve the financial statements for
accordance with Article L. 225-102 of the French Commercial Code, the previous financial year and held in the year in which that term
the threshold of 3% of the Company’s share capital, amounting of office expires.
to 3.69%; an Extraordinary General Meeting will be convened in
♦ Age limit for directors: The Articles of Association set an
accordance with the terms, conditions and time limits referred to
age limit of 80.
in Article L. 225-23, paragraph 2 of the French Commercial Code in
order to proceed with the amendment of the Articles of Association, ♦ Ubisoft Entertainment SA shares held: Pursuant to Article 8
and to define the methods to be used by employee shareholders to of the Company’s Articles of Association, each director must hold
designate candidates to represent them, whose appointment shall at least one share in the Company. The number of shares held
be voted on at a subsequent Shareholders’ General Meeting. by the directors is variable as the Company currently believes
that the number of shares held by the directors is not a corollary
RULES GOVERNING THE COMPOSITION of their commitment to performing their duties. However, during
OF THE BOARD OF DIRECTORS its meeting of March 19, 2015 the Board of Directors decided
to set the number of shares to be held by the directors for the
♦ Number of directors: According to the Company’s Articles duration of their term of office as the equivalent of an invested
of Association, the Board of Directors shall be composed of
amount of €10,000 (in acquisition value).

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 Corporate governance report
Corporate governance

ASSESSMENT OF DIRECTORS’ INDEPENDENCE The status of independent directors was reviewed by the Board of
The independent directors have no relationship of any kind Directors on April 13, 2018 based on the questionnaire issued by
whatsoever with the Company, its Group or its management the Nomination and Compensation Committee to all independent
that could compromise their judgment. directors, under the terms of which directors were invited to state
their position based on each criterion applied by the AFEP-MEDEF
In accordance with the Company’s internal rules, directors Code to determine independent status. The results of this review
deemed independent must undertake at all times to maintain their are given in the table below:
independence with regard to analysis, judgment, decisions and
action. They must undertake not to seek out or to accept benefits from
the Company or associated companies, either directly or indirectly,
which are likely to be considered prejudicial to their independence.

Corinne
Didier Laurence Florence Frédérique Fernandez- Virginie
Crespel Hubert-Moy Naviner Dame Handelsman Haas
Must not be or have been during the course
of the previous five years:
♦ an employee or Corporate Executive Officer
of the Company;
♦ an employee, Corporate Executive Officer
Compliant Compliant Compliant Compliant Compliant Compliant
or Director of a company consolidated
within the Company;
♦ an employee, Corporate Executive Officer
or Director of the parent company of the Company or
of a company consolidated within this parent company
Must not be a Corporate Executive Officer of a company in
which the Company holds a directorship, directly or
indirectly, or in which an employee appointed as such or a
4
Compliant Compliant Compliant Compliant Compliant Compliant
Corporate Executive Officer of the Company (currently in
office or having held such office within the last five years)
is a Director
Must not be (or must not be associated directly or
indirectly with) a customer, supplier, commercial banker or
investment banker:
Compliant Compliant Compliant Compliant Compliant Compliant
♦ that is material to the Company or its Group; or
♦ for whom the Company or its Group accounts
for a significant part of business
Must not be related by close family ties to a corporate officer Compliant Compliant Compliant Compliant Compliant Compliant
Must not have been an Auditor of the Company
Compliant Compliant Compliant Compliant Compliant Compliant
within the previous five years
Must not have been a director of the Company
Compliant Compliant Compliant Compliant Compliant Compliant
for more than twelve years
Must not be, control or represent a shareholder holding,
alone or in concert, more than 10% of the capital or voting Compliant Compliant Compliant Compliant Compliant Compliant
rights at General Meetings of the Company

The Board of Directors, noting that no business relationship – even and the composition of its committees, in particular in terms of
minor – existed between directors and the Company or the Ubisoft diversity (percentage of men and women, nationalities, international
Group that could potentially compromise the independence of the experience, expertise, and so on).
directors concerned, decided that there was no point at this stage in The balance of the composition of the Board of Directors and its
setting a percentage threshold below which a business relationship committees is one of the topics that are reviewed each year as part
would not be material.
of the assessment of the Board (See section 4.1.3.5). The Nomination
and Compensation Committee takes this goal of diversity into
POLICY ON DIVERSITY/BALANCED account when examining nominations for a director’s position or
REPRESENTATION OF WOMEN AND MEN for a committee.
In accordance with the AFEP-MEDEF Code, the Board of Directors
As at March 31, 2018, not including the director representing
is required to periodically review, in accordance with the relevant
employees in compliance with Article L. 225-27-1, II of the French
recommendations of the Nomination and Compensation Committee
Commercial Code, the Board of Directors includes 5 women out of
and by examining in detail all factors to be taken into account
11 directors, which is 45.45%, compared to 40% as at March 31, 2017.
in its decision-making, the optimum balance of its composition

- 2018 Registration Document 41

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4.1.2.5 List of offices and positions held by corporate officers at March 31, 2018

Yves GUILLEMOT
Chairman and Chief Executive Officer/Director
Fresh out of business school,Yves Guillemot and his four brothers embarked on an adventure in the nascent video
game industry. They founded Ubisoft in 1986. Early on, they understood that creating original content in-house
and growing proprietary brands, while attracting and retaining the finest talent in the industry would be key to
Ubisoft’s success. Appointed Chairman and Chief Executive Officer, Yves Guillemot established Ubisoft’s strategy
of using disruptive technology to innovate and create new brands and capture market share.
With a strong focus on organic growth, the five brothers developed an organization recognized for its competitiveness,
unrivaled collaborative mindset and the expertise of its talent pool.
For over 30 years,Yves Guillemot has supported the transformation of the video game industry and has led Ubisoft’s
evolution over the years with player engagement at the core of the Company’s development. His deep understanding
57 years of the challenges and risks of this ultra-dynamic market is appreciated by multinationals such as Lagardère and
French Rémy Cointreau, where he sits respectively on the Supervisory Board and on the Board of Directors.
Yves Guillemot is also a director of the Cercle des dirigeants d’Entreprises Franco-Quebécois (French Quebec executives
1st appointment (director)
02/28/88
club). He was named Entrepreneur of the Year by Ernst & Young in 2009, and Glassdoor elected him one of the
Top 6 most esteemed CEOs in France in 2017.
End of current term
General Meeting 2020
Number of shares
at 03/31/18
988,567
Number of appointments
(director/member of the
Supervisory Board of publicly
traded companies): 3
Ubisoft Entertainment SA
Rémy Cointreau SA
Lagardère SCA

OTHER APPOINTMENTS AND ROLES

Current positions within the Ubisoft Group as at 03/31/18

France Abroad
Chairman of Ubisoft Annecy SAS, Ubisoft EMEA SAS, Ubisoft France SAS, Chairman and Director of Ubisoft Divertissements Inc. (Canada), Ubisoft
Ubisoft International SAS, Ubisoft Montpellier SAS, Ubisoft Motion Pictures Éditions Musique Inc. (Canada), HybrideTechnologies Inc. (Canada), Ubisoft
Rabbids SAS, Ubisoft Paris SAS, Ubisoft Production Internationale SAS, Toronto Inc. (Canada), Ubisoft Nordic A/S (Denmark), Ubisoft Entertainment
Nadéo SAS, Owlient SAS, Ubisoft Création SAS, IvoryTower SAS, Ubisoft India Private  Ltd (India), Ubi Games  SA (Switzerland), Red Storm
Bordeaux SAS, 1492 Studio SAS Entertainment Inc. (United States), Ubisoft L.A. Inc. (United States), Script
General Manager of Ubisoft Learning & Development SARL, Ubisoft Movie Inc. (United States), Ubisoft CRC Ltd (United Kingdom)
Motion Pictures SARL, Script Movie SARL, Ubisoft Mobile Games SARL, Vice-Chairman and Director of Ubisoft Inc. (United States)
Ubisoft Paris – Mobile SARL, Ivory Art & Design SARL CEO and Director of Ubisoft Emirates FZ LLC (United Arab Emirates)
General Manager of Blue Byte GmbH (Germany), Ubisoft GmbH (Germany),
Ubisoft EooD (Bulgaria), Ubisoft Studios Srl (Italy), Ubisoft Sarl (Morocco),
Byte Mammoth Games LLC (United States)
Executive Director of Shanghai Ubi Computer Software Co. Ltd (China),
Chengdu Ubi Computer Software Co. Ltd (China)
Director of Ubisoft Pty Ltd (Australia), Ubisoft SA (Spain), Ubi Studios SL
(Spain), Ubisoft Barcelona Mobile SL (Spain), Ubisoft Ltd (Hong Kong),
Ubisoft SpA (Italy), Ubisoft KK (Japan), Ubisoft Osaka KK (Japan), Ubisoft
BV (Netherlands), BMG Europe BV (Netherlands), Ubisoft Srl (Romania),
Ubisoft Ltd (United Kingdom), Ubisoft Reflections Ltd (United Kingdom),
Red Storm Entertainment Ltd (United Kingdom), Ubisoft Singapore Pte
Ltd (Singapore), Ubisoft Entertainment Sweden A/B (Sweden), RedLynx
Oy (Finland), Future Games of London Ltd (United Kingdom), Ubisoft
Fastigheter AB (Sweden), Ubisoft DOO Beograd (Serbia)
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
Director of Rémy Cointreau SA (1), AMA SA Director and Executive Vice President of Guillemot Brothers SE (United
Member of the Supervisory Board of Lagardère SCA (1) Kingdom)
Executive Vice President of Guillemot Corporation SA (1) Director of Playwing Ltd (United Kingdom), AMA Corporation Ltd (United
Chief Executive Officer of Guillemot Brothers SAS Kingdom)
Director of Guillemot Ltd (United Kingdom), Guillemot Inc. (United States),
Guillemot Inc. (Canada)

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Expired positions within the Ubisoft Group (last 5 financial years)

France Abroad
Chairman of Ubisoft Motion Pictures Far Cry SAS, Ubisoft Motion Pictures Chairman and Director of Ubisoft Canada Inc. (Canada), L’Atelier Ubi Inc.
Ghost Recon SAS, Ketchapp SAS, Ubisoft Motion Pictures Assassin’s (Canada),Technologies Quazal Inc. (Canada), Ubisoft Musique Inc. (Canada),
Creed SAS, Ubisoft Motion Pictures Splinter Cell SAS, Krysalide SAS 9275-8309 Quebec Inc. (Canada), Studio Ubisoft Saint-Antoine Inc. (Canada)
Chairman of Ubisoft LLC (United States)
General Manager of Spieleentwicklungskombinat GmbH (Germany),
Related Designs Software GmbH (Germany), Ubisoft Entertainment SARL
(Luxembourg)
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
Executive Vice President and Director of Guillemot Brothers  SE, Director of Gameloft Divertissements  Inc. (Canada), Gameloft Live
Gameloft SE (2) Développements Inc. (Canada)
Director of Guillemot Corporation SA (1)
(1) Publicly traded company
(2) Publicly traded company delisted from Euronext Paris on July 26, 2016

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Claude GUILLEMOT
Executive Vice President in charge of Operations/Director
Claude Guillemot is the President and CEO of Guillemot Corporation, which specializes in devices and accessories
for PC, mobiles and consoles. Since 1997, Claude led Guillemot Corporation’s expansion with R&D centers in
Europe and North America as well as logistics hubs in France, the USA and China. Claude is also the President of
the Club des Trente, an association of 60 Top French CEOs who participate in economic and social debates, since
2009.
Claude co-founded Ubisoft in 1986. He sits on the Board of Directors as Executive Vice President of Operations.
He brings to the Board 30 years of experience in the videogame industry. His entrepreneurial skills and thorough
understanding of the hardware market and distribution network have enabled Ubisoft to be positioned early on
61 years
each new hardware cycle, an instrumental pillar in Ubisoft’s long-term success.
Claude Guillemot graduated with a degree in Economics from Université de Rennes 1 and holds a degree in
French industrial automation from ICAM.
1st appointment (director)
02/28/88
End of current term
General Meeting 2021
Number of shares
at 03/31/18
732,475
Number of appointments
(director/member of the
Supervisory Board of publicly
traded companies): 2
Ubisoft Entertainment SA
Guillemot Corporation SA

OTHER APPOINTMENTS AND ROLES

Current positions within the Ubisoft Group as at 03/31/18

France Abroad
N/A Director of Ubisoft Nordic A/S (Denmark), Ubisoft Emirates FZ LLC (United
Arab Emirates)
Alternate member of Ubisoft Entertainment Sweden AB (Sweden), RedLynx
Oy (Finland), Ubisoft Fastigheter AB (Sweden)
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
Chairman and Chief Executive Officer and Director of Guillemot Chairman and Director of Guillemot Inc. (Canada), Guillemot Recherche
Corporation SA (1) & Développement Inc. (Canada), Guillemot Inc. (United States)
Chairman of HerculesThrustmaster SAS, Guillemot Innovation Labs SAS Director and Executive Vice President of Guillemot Brothers SE (United
Chief Executive Officer of Guillemot Brothers SAS Kingdom)
Director of AMA SA Executive Director of Guillemot ElectronicTechnology (Shanghai) Co. Ltd
(China)
Director of Guillemot SA (Belgium), Guillemot Ltd (United Kingdom),
Guillemot Corporation (HK) Ltd (Hong Kong), Guillemot Srl (Italy), Guillemot
Romania Srl (Romania), Guillemot Spain SL (Spain)
Director of Playwing Ltd (United Kingdom), AMA Corporation Ltd (United
Kingdom)
General Manager of Guillemot GmbH (Germany)
Expired positions within the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
Executive Vice President and Director of Guillemot Brothers SE Director of Gameloft Divertissements Inc. (Canada), Gameloft Ltd (United
and Gameloft SE (2) Kingdom), Gameloft Live Développements Inc. (Canada), Gameloft Madrid
SL (Spain), Gameloft Iberica SA (Spain), Gameloft Inc. (United States)
(1) Publicly traded company
(2) Publicly traded company delisted from Euronext Paris on July 26, 2016

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Michel GUILLEMOT
Executive Vice President in charge of Development, Strategy and Finance/Director
Passionate about programming, Michel Guillemot joined the family business after completing his studies, and
with his brothers reoriented the company’s activities towards the video game industry. Guillemot International
Software, the distributor and importer of video games that they created in 1984, became the leader in France the
following year.
Michel Guillemot then worked with his brother Gérard Guillemot in setting up the first Ubisoft studios and their
first production: Rayman. Michel Guillemot also co-founded Gameloft and was its Chairman and Chief Executive
Officer from 2001 to 2016. Under his management, Gameloft, a pioneer in the development of mobile games, saw
extensive growth and became one of the biggest mobile developers in the world.
59 years
Michel Guillemot co-founded Ubisoft in 1986. He is a member of the Board of Directors and Executive Vice President
of Development, Strategy and Finance. He brings to the Board 30 years of experience in the videogame industry.
French With his entrepreneurial skills and his deep knowledge of the mobile industry, Michel acts as a reference for the
1st appointment (director Board to discuss the industry’s present and future and, specifically, the company’s ability to attract and engage a
02/28/88 more mass-market audience.
Michel Guillemot graduated from EDHEC business school and holds a degree (DECS) in accounting.
End of current term
General Meeting 2021
Number of shares
at 03/31/18
378,715
Number of appointments
(director/member of the
Supervisory Board of publicly
traded companies): 2
Ubisoft Entertainment SA
Guillemot Corporation SA

OTHER APPOINTMENTS AND ROLES 4

Current positions within the Ubisoft Group as at 03/31/18
France Abroad
N/A N/A
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
Executive Vice President and Director of Guillemot Corporation SA (1) Director and Executive Vice President of Guillemot Brothers SE (United
Chief Executive Officer of Guillemot Brothers SAS Kingdom)
Director of AMA SA Director of Playwing Ltd (United Kingdom), Artificial Intelligence Research
Lab Ltd (United Kingdom), AMA Corporation Ltd (United Kingdom)
Director of Guillemot SA (Belgium), Guillemot Ltd (United Kingdom),
Guillemot Inc. (United States), Guillemot Inc. (Canada), Ariann Finance Inc.
(Canada), Playwing Inc. (Canada), Laboratoire de recherche sur l’intelligence
artificielle (AIRLAB) Inc. (Canada), Playwing Ltd (Bulgaria)
Expired positions within the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A

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Expired positions outside the Ubisoft Group (last 5 financial years)

France Abroad
Chairman and Chief Executive Officer of Gameloft SE  (2)
Chairman of Gameloft Srl (Romania), Gameloft Computer (Beijing)
Executive Vice President and Director of Guillemot Brothers SE Company Ltd (China), Gameloft Computer (Chengdu) Company Ltd (China),
Chairman of Gameloft Distribution SAS, Gameloft Partnerships SAS, Gameloft Argentina SA (Argentina), Gameloft Computer (Shenzhen)
Ludigames SAS Company Ltd (China)
General Manager of Gameloft Rich Games Production France SARL Chairman and Director of Gameloft  Inc. (United States), Gameloft
Divertissements  Inc. (Canada), Gameloft Live Développements  Inc.
(Canada), Gameloft Entertainment Toronto Inc. (Canada), Gameloft Limited
(United Kingdom), Gameloft KK (Japan), Gameloft Company Ltd (Vietnam),
Gameloft Iberica  SA (Spain), Gameloft Private India  Ltd (India),
Gameloft  Co.  Ltd (Korea), Gameloft  Ltd (Hong  Kong), Gameloft
Philippines Inc. (Philippines), Gameloft Pte Limited (Singapore), PT Gameloft
Indonesia (Indonesia), Gameloft New Zealand Ltd (New Zealand), Gameloft
Hungary Software Development and Promotion kft (Hungary), Gameloft
SDN BHD (Malaysia), Gameloft FZ-LLC (United Arab Emirates), Gameloft
Madrid SL (Spain), Gameloft OY (Finland), Gameloft LLC (Russia), LLC
Gameloft (Belarus), Gameloft Uruguay SA (Uruguay)
General Manager of Gameloft GmbH (Germany), Gameloft Srl (Italy),
Gameloft EOOD (Bulgaria), Gameloft S. de R.L. de C.V. (Mexico), Gameloft
S.r.o. (Czech Republic)
Director of Gameloft Australia Pty Ltd (Australia), Gameloft de Venezuela SA
(Venezuela)
(1) Publicly traded company
(2) Publicly traded company delisted from Euronext Paris on July 26, 2016

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Gérard GUILLEMOT
Executive Vice President in charge of Publishing/Director
CEO of Ubisoft’s film business
Gérard Guillemot is the President and CEO of Longtail Studios, which he founded in 2003. Longtail Studios develops
console games for a family-oriented audience. In 2000, Gérard founded the game developer Gameloft, whose
initial focus was to operate a platform for the emerging PC online gaming community. When Ubisoft was created,
Gérard led its editorial content and managed the development teams. He actively encouraged the company to
create its own franchises – now a key differentiator for Ubisoft, which offers long-term visibility and security to
shareholders. He was also responsible for Ubisoft’s expansion into North America, one of the world’s biggest
video-game markets.
56 years
Gérard Guillemot co-founded Ubisoft in 1986. He is head of Ubisoft Motion Pictures, the film division of Ubisoft.
He also sits on the Board of Directors and is Executive Vice President of Publishing for Ubisoft Entertainment SA.
French-American He brings to the Board 30 years of experience in the videogame industry. Deeply rooted in the USA, he brings to
1st appointment (director) the Board his understanding of emerging opportunities such as social media and online communities.
02/28/88 Gérard Guillemot graduated from EDHEC business school. He has lived in the USA for over 15 years.
End of current term
General Meeting 2020
Number of shares
at 03/31/18
495,659
Number of appointments
(director/member of the
Supervisory Board of publicly
traded companies): 2
Ubisoft Entertainment SA
Guillemot Corporation SA

OTHER APPOINTMENTS AND ROLES 4

Current positions within the Ubisoft Group as at 03/31/18
France Abroad
N/A N/A
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
Executive Vice President and Director of Guillemot Corporation SA  (1)
Chairman of Longtail Studios Inc. (United States), Longtail Studios
Chief Executive Officer of Guillemot Brothers SAS Halifax Inc. (Canada), Longtail Studios PEI Inc. (Canada)
Director of AMA SA Director and Executive Vice President of Guillemot Brothers SE (United
Kingdom)
Director of Playwing Ltd (United Kingdom), AMA Corporation Ltd (United
Kingdom)
Director of Guillemot Ltd (United Kingdom), Guillemot Inc. (United States),
Guillemot Inc. (Canada)
Expired positions within the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
Executive Vice President and Director of Guillemot Brothers SE and Chairman of Studios Longtail Québec Inc. (Canada)
Gameloft SE (2) Director of Gameloft Divertissements  Inc. (Canada), Gameloft Live
Développements Inc. (Canada), Gameloft Inc. (United States)
(1) Publicly traded company
(2) Publicly traded company delisted from Euronext Paris on July 26, 2016

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Christian GUILLEMOT
Executive Vice President in charge of Administration/Director
Christian Guillemot is Chairman and Chief Executive Officer of AMA SA, which he co-founded in 2004 with his
brothers. AMA SA, which is enjoying rapid growth, specializes in the Internet of things, and over the past
few years has become a world leader in new uses in the field of telehealth and remote help using connected
eyeglasses.
Like his brothers, Christian Guillemot is passionate about innovation and emerging trends, and is also involved
in the creation of the French Tech digital accelerator program.
He is also Chairman and Chief Executive Officer of Guillemot Brothers SE, the family holding company of the
Guillemot group.
52 years
Christian Guillemot co-founded Ubisoft in 1986. He is a member of the Board of Directors and Executive Vice
President of Administration. He brings to the Board 30 years of experience in the videogame industry. Christian
French Guillemot managed the creation, consolidation and integration of international subsidiaries for Ubisoft and played
1st appointment (director) a leading role when the company listed on the stock exchange in 1996. As a result of his in-depth knowledge of
02/28/88 new technological uses and expertise in finance, accounting and legal matters, he is an essential voice on the
Board.
End of current term
General Meeting 2021 Christian Guillemot graduated from the European Business School of London.

Number of shares at 03/31/17

106,625
Number of appointments
(director/member of the
Supervisory Board of publicly
traded companies): 2
Ubisoft Entertainment SA
Guillemot Corporation SA

OTHER APPOINTMENTS AND ROLES

Current positions within the Ubisoft Group as at 03/31/18

France Abroad
N/A Director of Ubisoft Nordic A/S (Denmark)
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
Chairman and Chief Executive Officer and Director of AMA SA Chairman and Chief Executive Officer and Director of AMA Xperteye Inc.
Chairman of Guillemot Brothers SAS, AMA Opérations SAS, AMA Research (United States), AMA l’Oeil de l’Expert Inc. (Canada)
and Development SAS, SAS du Corps de Garde Chairman and Chief Executive Officer and Director of Guillemot Brothers
Executive Vice President and Director of Guillemot Corporation SA (1) SE (United Kingdom)
General Manager of Guillemot Administration et Logistique SARL Chairman and Director of Playwing Ltd (United Kingdom)
Chairman and Director of Playwing Entertainment SL (Spain)
Director of AMA Corporation Ltd (United Kingdom)
Chairman of Playwing Srl (Romania)
Director of Laboratoire de recherche sur l’intelligence artificielle
(AIRLAB) Inc. (Canada), AMA Xperteye Ltd (United Kingdom), AMA Xperteye
Srl (Romania), Guillemot SA (Belgium), Guillemot Inc. (Canada), Guillemot
Recherche & Développement Inc. (Canada), Guillemot Inc. (United States),
Guillemot  Ltd (United Kingdom), Guillemot Corporation (HK)  Ltd
(Hong Kong)
General Manager of AMA Xpert Eye GmbH (Germany)
Expired positions within the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
Chairman and Chief Executive Officer and Director of Guillemot Brothers SE Director of Gameloft Divertissements  Inc. (Canada), Gameloft Live
Executive Vice President and Director of Gameloft SE (2) Développements Inc. (Canada), Gameloft Ltd (United Kingdom), Gameloft
Chairman of Studio AMA Bretagne SAS Iberica SA (Spain), Gameloft Inc. (United States)
Joint General Manager of Studio AMA Bretagne SARL Chairman and Director of Advanced Mobile Advertisement Inc. (United
States)
Chairman of AMA Studios SA (Belgium)
(1) Publicly traded company
(2) Publicly traded company delisted from Euronext Paris on July 26, 2016

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Didier CRESPEL
Independent Lead Director
Chairman of the Audit Committee (1)
Member of the Nomination and Compensation Committee (2)
Didier Crespel has over 30 years of experience as a senior financial manager and entrepreneur. He is the President
of Crespel & Associates, a consulting firm he founded in 2013 that specializes in business strategy and equity
investment. He is also the majority shareholder and President of Mecamen, an industrial group.
Mr. Crespel is the former General Manager of Shapers (2000/2012) – an international subsidiary of the Arkk Group
that is listed on the Tokyo Stock Exchange. Thanks to his proven reporting expertise, Didier contributed to Arkk
Group’s compliance project by implementing J-SOX rules. From 1984 to 2000, Mr. Crespel also served as Finance
56 years
Director and General Manager for Valeo’s German subsidiary – a world-leading automotive industry supplier.
At Valeo, Mr. Crespel dealt with international financial transactions such as major mergers and acquisitions.
French Mr. Crespel sits on Ubisoft’s Board of Directors as an independent director since 2013. He chairs the Audit Committee
1st appointment (director) and is a member of the Nomination and Compensation Committee. His understanding of finance as well as
11/20/13 business strategy are true assets for Ubisoft’s exploration of new and emerging markets, especially Asia.The Board
of Directors also benefits from his entrepreneurial and international mindset to assess the company’s diversification
End of current term
General Meeting 2021 strategy and identify new opportunities in our fast-paced and growing industry.
Mr. Crespel holds a Master in Management from the EDHEC Business School.
Number of shares as
at 03/31/18
320
Number of appointments
(director/member of the
Supervisory Board of
publicly traded companies): 1
Ubisoft Entertainment SA

OTHER APPOINTMENTS AND ROLES

4
Current positions within the Ubisoft Group as at 03/31/18
France Abroad
N/A N/A
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
General Manager of the Mecamen Group Chairman of Mecamen Polska (Poland)
Chairman of Mecamen, AMPM, AMS

Expired positions within the Ubisoft Group (last 5 financial years)

France Abroad
N/A N/A
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A
(1) Chairman of the Audit Committee until May 17, 2018, replaced by Ms. Florence Naviner
(2) Member of the Nomination and Compensation Committee until March 31, 2018

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Laurence HUBERT-MOY
Independent Director
Chairwoman of the Nomination and Compensation Committee
Member of the Audit Committee
Laurence Hubert-Moy is a Professor at the University of Rennes. Since 2013, she has been President of one of the
two scientific committees of the French National Center of Spatial Studies (CNES), the TOSCA Committee. She is
also the Scientific Manager of the ENVAM Digital Campus, a French consortium of four universities and schools.
Thanks to these positions, Mrs. Hubert-Moy is in constant and direct relation with scientific teams and academics
from around the world while benefiting from access to the latest modeling and spatial analysis. Her current research
involves collaborations with scientists in China, Brazil and India, among others. Over the past 20 years, she has
56 years
published numerous scientific research papers on space remote sensing and its application in the environment.
In 2003, she was awarded a bronze medal by the French National Center for Scientific Research (CNRS).
French Mrs. Hubert-Moy sits on Ubisoft’s Board of Directors as an independent member since 2013. She chairs the
1st appointment (director) Nomination and Compensation committee and sits on the Audit committee. Her extensive research on space
06/27/13 observation and big data puts R&D, innovation, analytics and open worlds at the heart of the Board’s agenda.
Mrs. Hubert-Moy holds a Ph.D. and completed post-doctorate studies at Boston University. She also holds a
End of current term
General Meeting 2021 certificate in business administration from the IFA-Sciences Po Paris.

Number of shares as
at 03/31/18
414
Number of appointments
(director/member of the
Supervisory Board of
publicly traded companies): 1
Ubisoft Entertainment SA

OTHER APPOINTMENTS AND ROLES

Current positions within the Ubisoft Group as at 03/31/18

France Abroad
N/A N/A
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
Professor at the University of Rennes 2 N/A
Chairwoman of the TOSCA (Terre, Océans, Surfaces Continentales,
Atmosphère) Committee of the CNES
Scientific Director of the ENVAM digital campus

Expired positions within the Ubisoft Group (last 5 financial years)

France Abroad
N/A N/A
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A

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Florence NAVINER
Independent Director
Member of the Audit Committee since January 1, 2018 (1)
Florence Naviner is currently Chief Financial Officer and Senior Vice-President of Mars Wrigley Confectionery, an
American multinational and subsidiary of Mars, Incorporated. Florence Naviner joined Mars in 1992 and brings
to Ubisoft more than 30 years of experience in different financial and strategic management positions in the
consumer goods industry.
Based in Chicago, after having spent five years as Wrigley’s global CFO, she has been very involved in the global
integration of Mars Chocolate and Wrigley. In July 2017 she became Global CFO of the new merged entity, Mars
Wrigley Confectionery, the world leader in confectionery products. In this position, she manages the global finance
55 years
team and copilots the implementation of its strategy and operations. From 2011 to 2012, as Mars Financial Services
Vice President, she designed and implemented a global strategy to deploy a shared financial services center for
French Mars, Incorporated.
1st appointment (director) Florence Naviner has also gained a solid international experience, having served as Chief Financial Officer of Mars
09/29/16 Petcare for Europe, Finance Vice President of Mars in China between 2006 and 2008 as well as Finance Vice President
of Mars Petcare in the USA from 2008 to 2011. She has particularly driven business turnarounds, piloted cost
End of current term
General Meeting 2020 competitiveness programs and oversaw the creation of synergies in post-acquisition periods. Florence Naviner
started her career at Arthur Andersen in Paris in 1985.
Number of shares as Florence Naviner graduated from the HEC Business School Paris and possesses a DESCF degree in accounting.
at 03/31/18
315
Number of appointments
(director/member of the
Supervisory Board of publicly
traded companies): 1
Ubisoft Entertainment SA

OTHER APPOINTMENTS AND ROLES

4
Current positions within the Ubisoft Group as at 03/31/18
France Abroad
N/A N/A
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
N/A Chief Financial Officer and Senior Vice-President of Wrigley Junior Company
(United States)

Expired positions within the Ubisoft Group (last 5 financial years)

France Abroad
N/A N/A
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A
(1) Chairperson of the Audit Committee as of May 18, 2018

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Frédérique DAME
Independent Director
At Ubisoft, Frédérique Dame can draw upon her 15 years of experience at some of the world’s most innovative
and cutting-edge companies, such as Uber, which she joined in its very beginnings. Today, Frédérique Dame is a
business angel and investor in Silicon Valley, investing in start-ups and digital technologies.
Throughout her career at different US-based digital companies, Frédérique Dame has developed a unique expertise
for launching consumer products and services. Between 2012 and 2016, she helped scale Uber from 80 people to
over 7,000 and expand the company from 14 cities in four countries to over 400 in 68 countries. She spearheaded
two strategic programs at Uber: the “Driver Experience”, which allows private drivers to become part of Uber’s
network on a global scale, as well as the “Employee Experience”, aimed at automating internal systems to improve
42 years
the productivity and collaboration of its international teams.
Previously, Frédérique Dame contributed to the development of Yahoo!, while managing their products’ social
French-American strategy between 2004 and 2008. She joined Photobucket in 2009, then Smugmug, two online photo-sharing
1st appointment (director) products for which she implemented monetization and audience growth strategies.
09/29/16 Frédérique Dame holds a Master in SpacecraftTechnology and Satellite Communications from University College
London and a Bachelor and Master in Telecommunications Engineering from Télécom SudParis. She is based in
End of current term
General Meeting 2020 San Francisco.

Number of shares as
at 03/31/18
321
Number of appointments
(director/member of the
Supervisory Board of
publicly traded companies): 1
Ubisoft Entertainment SA

OTHER APPOINTMENTS AND ROLES

Current positions within the Ubisoft Group as at 03/31/18

France Abroad
N/A N/A
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
N/A Founder, President and Chief Executive Officer of FredeTechnologies, Inc.
Independent Director of Les Mills International (New Zealand)

Expired positions within the Ubisoft Group (last 5 financial years)

France Abroad
N/A N/A
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A

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Corinne FERNANDEZ-HANDELSMAN
Independent Director
Corinne Fernandez-Handelsman is currently an Industrial & Technology Practice Leader, Partner at Progress,
specializing in senior executive recruitment. Progress is a member of IIC Partners’ international network, which
brings together independent, market-leading recruitment agencies. Corinne Fernandez-Handelsman has managed
the Technology, Digital Media and Telecommunications practice within this network.
She brings 30 years’ experience to Ubisoft, with more than 15 years’ expertise in recruitment and valuable
knowledge in sourcing, attracting and retaining talent in the digital and technology sectors. Corinne Fernandez-
Handelsman started her career at SNCF before joining the Boston Consulting Group as a consultant in 1986. In
1988, she joined GSI, a digital services company that was purchased by ATOS in 1997, where she held consecutive
56 years
positions as Director of Marketing and Communications, Manager for business units, and Global Account Manager.
She joined Progress in 1999. Since 2016, Corinne Fernandez-Handelsman has also been a director of Coheris, a
French leading CRM & Business Analytics solutions provider, listed on Euronext. Corinne Fernandez-Handelsman is a
1st appointment (director) graduate of HEC Paris.
09/22/17
End of current term
General Meeting 2019
Number of shares as
at 03/31/18
150
Number of appointments
(director/member of the
Supervisory Board of publicly
traded companies): 2
Ubisoft Entertainment SA
Coheris SA

OTHER APPOINTMENTS AND ROLES 4

Current positions within the Ubisoft Group as at 03/31/18
France Abroad
N/A N/A
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
Executive Search Consultant and Partner at Progress SA Director of IIC Partners
Director of Coheris SA (1)

Expired positions within the Ubisoft Group (last 5 financial years)

France Abroad
N/A N/A
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A
(1) Publicly traded company

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Virginie HAAS
Independent Director (1)
Virginie Haas brings Ubisoft almost 30 years of experience in the field of new technologies and IT services. She
spent the majority of her career at IBM, where she held various management positions. In 2006, she joined the
Steering Committee of IBM France as Director of Operations, before becoming Vice President, Global Technology
Services Sales of IBM France. In 2010, she began her international career, becoming IBM’s Vice President of
Worldwide Cloud Services Sales, helping the company to become one of the market leaders for the sector.
In 2016, she changed course and joined ShiftTechnology as Chief Revenue Officer. A start-up founded in 2014, Shift
Technology is developing a SaaS solution to detect insurance fraud by relying on artificial intelligence technologies
and Big Data. At Shift Technology, Virginie Haas is in charge of developing and supporting the company’s rapid
52 years
growth and international expansion. Virginie Haas has significant experience in issues relating to transforming
and managing hyper-growth, and will provide Ubisoft her knowledge of the worldwide cloud computing market,
French and more broadly the market for new technologies, which are vectors of digital transformation. She graduated
1st appointment (director) from the ESCEM Business School.
09/22/17
End of current term
General Meeting 2019
Number of shares as
at 03/31/18
50
Number of appointments
(director/member of the
Supervisory Board of
publicly traded companies): 1
Ubisoft Entertainment SA

OTHER APPOINTMENTS AND ROLES

Current positions within the Ubisoft Group as at 03/31/18

France Abroad
N/A N/A
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
Chief Revenue Officer at Shift Technology N/A

Expired positions within the Ubisoft Group (last 5 financial years)

France Abroad
N/A N/A
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A
(1) Member of the Nomination and Compensation Committee as of April 1, 2018

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Lionel BOUCHET
Director representing employees
Lionel Bouchet joined the Board of Directors as a director representing employees.
Currently Senior Lead Programmer, Lionel has spent most of his career with Ubisoft, which he joined in 1996 after
earning a computer engineering degree from the EERIE in Nîmes. Lionel first worked on POD, the first racing
game developed by Ubisoft, and then on several Formula 1 games before focusing his energies on the increasingly
successful franchise Ghost Recon, since 2005. Today, he is responsible for the development of the brand’s engine
and production pipeline, an ambitious project co-developed in France by three studios: Ubisoft Paris, Ubisoft
Montpellier and Ubisoft Bordeaux. With over 20 years of experience in production studios in Paris and Montpellier,
he is able to clearly identify the challenges facing production teams, with a particular focus on technological issues,
44 years
a central topic in the video game industry.
As an Ubisoft employee with a thorough understanding of the Group, Lionel also provides the Board of Directors
French with an operational perspective on the Group’s entities.
Election (director
representing employees)
03/07/18
End of current term
03/07/22
Number of shares as
at 03/31/18
0
Number of appointments
(director/member of the
Supervisory Board of
publicly traded companies): 1
Ubisoft Entertainment SA

OTHER APPOINTMENTS AND ROLES 4

Current positions within the Ubisoft Group as at 03/31/18
France Abroad
N/A N/A
Current positions outside the Ubisoft Group as at 03/31/18
France Abroad
N/A N/A

Expired positions within the Ubisoft Group (last 5 financial years)

France Abroad
N/A N/A
Expired positions outside the Ubisoft Group (last 5 financial years)
France Abroad
N/A N/A

❙ 4.1.3 ORGANIZATION AND OPERATION OF THE BOARD OF DIRECTORS

The preparation and organization of the Board of Directors come within the scope defined by the statutory and regulatory provisions
applicable to French corporations (sociétés anonymes) and the Company’s Articles of Association, and the provisions of the internal
rules of the Board of Directors and its committees updated on Thursday, April 27, 2017. Over and above the expertise and powers of the
Board, the internal rules of the Board prescribe the principle of confidentiality for information disclosed to members, and state that the
office of director shall be held in accordance with the rules on independence, ethics and integrity. Moreover, the internal rules of the
Board of Directors stipulate the requirement that each of the directors shall inform the Board in the event of a real or potential conflict
of interests in which he/she may be directly or indirectly involved.

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4.1.3.1 Internal Rules of the Board work of the Board, sets the agenda for its meetings, advises the
of Directors directors of any information required for the performance of their
duties, ensures the proper functioning of the Company’s bodies, the
The internal rules of the Board of Directors, in conjunction with and/ proper execution of decisions made by the Board and compliance
or in addition to legal, regulatory and statutory provisions, intended with the rules of proper conduct adopted by the Company. He
in particular to specify details of the composition, organization chairs the Shareholders’ General Meeting and reports to it on the
and operation of the Board of Directors and committees created functioning, work and decisions of the Board of Directors.
therein, were adopted during the meeting of the Board of Directors
If the positions of Chairman and Chief Executive Officer are held
on July 27, 2004. The internal rules of the Board also constitute
by the same person, a lead director is appointed. The role and
the directors’ governance charter.
prerogatives of the lead director are detailed in section 4.1.3.3.
They are examined and updated at regular intervals by the Board
of Directors – the most recent update was made on April 27, 2017. THE BOARD’S POWERS AND RESPONSIBILITIES
The internal rules of the Audit Committee and of the Nomination In accordance with the provisions of Article L. 225-35 of the French
and Compensation Committee are annexed to the internal rules of Commercial Code and its internal rules, the Board of Directors
the Board of Directors. decides the Company’s policies and oversees their implementation.
The internal rules of the Board of Directors, published on the In particular, the Board of Directors gives its opinion on all
Company’s website, set all the principles, which, without being decisions relating to major strategic, economic, corporate,
set up as strict rules, should guide the composition of the Board financial and technological policies of the Company and oversees
of Directors. their implementation by the general management, particularly in
accordance with the Board’s internal rules.
4.1.3.2 Organization of the Board of Subject to the powers expressly bestowed on Shareholders’ Meetings
Directors and within the limit of the corporate purpose, the Board of Directors
may discuss any issue affecting the proper functioning of the
The Board of Directors has the broadest possible powers to determine Company and make decisions to resolve matters that concern it. It
business policies and ensure their implementation within the limits also carries out the verifications and controls it deems appropriate.
of the Company’s corporate purpose and the powers expressly
Consequently, the Board of Directors:
granted by law to the General Meeting.
The internal rules referred to above define or specify the content ♦ chooses the organizational arrangements for the general
management (separation of the offices of Chairman and Chief
and the procedures governing the exercise of the prerogatives of
Executive Officer, or combination of such offices);
the Board of Directors, of the specialized committees created within
the Board, of the Chairman and Chief Executive Officer and of the ♦ implements, where it sees fit, the delegations of authority and/
lead director. or authorizations granted to it by the Shareholders’ Meeting;
The Board of Directors represents the shareholders. With the ♦ examines and approves the financial statements;
exception of the Chairman and Chief Executive Officer and the
♦ monitors the quality of the information provided to shareholders
Executive Vice Presidents, the directors have no individual power and to the markets in the financial statements or when major
and must therefore act and decide by conferring with other members transactions are carried out.
of the Board.
In addition, the Board of Directors contributes to the determination
The two committees, the Audit Committee and the Nomination of the Group’s objectives and strategy in line with its culture and
and Compensation Committee, are tasked with reviewing and values.
documenting the matters that the Board has decided to discuss
and to present it at a plenary session with recommendations on the
OPERATION OF THE BOARD OF DIRECTORS
issues within the areas of their respective purview. The committees
are advisory bodies and do not have the authority to make decisions It meets as often as required by the Company’s business, at the
themselves. Their members and their Chairperson are appointed by registered office or at any other place chosen by the Chairman. No
the Board and are selected exclusively from among the directors. special form is required for meeting notices. As a collegial body, its
Since members are personally appointed, they may not under decisions are binding on all its members.
any circumstances be represented by others at meetings of the The internal rules of the Board of Directors provide an opportunity
committee(s) of which they are members. The Board reserves the for directors to participate in the Board’s deliberations via
right to change at any time the number and/or the composition of videoconference or telecommunications, which enable them to be
these committees as well as the scope of their duties. Finally, it should identified and which guarantee their effective participation, under
be noted that the internal rules of each committee – as well as any the conditions determined by the regulations in force. Directors
change that a committee may ultimately suggest – must receive the who participate in the Board’s deliberations in this way are deemed
Board’s formal approval. The responsibilities and the composition to be present for quorum purposes, except for Board of Directors’
of the committees are described in section 4.1.3.4. meetings relating to the establishment of the annual consolidated
In his capacity as Chairman of the Board of Directors, the Chairman and separate financial statements, and the management report.
and Chief Executive Officer prepares, organizes and supervises the

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The Chairman and Chief Executive Officer provides the directors TRAINING OF DIRECTORS
with the information and documentation necessary for them to Each director is entitled, upon his/her appointment and throughout
carry out their duties and prepare for meetings, in accordance with his/her term of office, to training on the Company’s specific features,
Article L. 225-35 of the French Commercial Code. its activity and its business lines.
Each director may also independently obtain additional information In accordance with the legal provisions in force, the director
from the Chairman and Chief Executive Officer, who is available representing employees shall receive appropriate training of least
to provide relevant information and explanations to the Board of 20 hours per year.
Directors.
Some directors have taken, at their request, certification training
Directors are bound by a duty of confidentiality as regards relating to directors’ duties at Sciences Po Paris/IFA.
confidential information that is provided as such by the Chairman
of the Board of Directors. To facilitate the integration of new directors and their assumption
of duties, an induction program was put in place, consisting of:
Directors may also meet with the Company’s senior executives,
including without the Corporate Executive Officers, provided that the ♦ access to documents necessary for directorship duties (registration
latter have been informed in advance. documents, articles of association, internal rules, etc.);

The committees tasked by the Board of Directors to examine specific ♦ access to presentations and videos to better understand the
issues make a contribution through their work and reports, providing Ubisoft environment;
the Board of Directors with the information it needs to make its ♦ subscription to the daily press review relating to Ubisoft news
decisions (See section 4.1.3.4). and more generally on video game industry news (“Ubisoft Daily
Directors receive on an ongoing basis all documents that are Newsletter”);
issued by the Company and its subsidiaries to the public, especially ♦ subscription to the “Ubisoft World” mailing list enabling them
information intended for shareholders. to receive all messages sent to Ubisoft teams;
Directors have access to a secure digital platform. This allows them ♦ they are also added to the PR mailing list so that they receive all
to more easily access useful documents and information. press releases published by Ubisoft;
♦ an invitation to KOM EMEA 2018, which provides a true 4
immersion into the universe of Ubisoft games.
Furthermore, members of the Audit Committee are entitled, upon
their appointment and at their request, to information on accounting,
financial or operational specificities of the Company/Group.

BOARD OF DIRECTORS’ WORK DURING THE FINANCIAL YEAR ENDED MARCH 31, 2018

Number of meetings of the Board of Directors and attendance rate
The Board of Directors met 15 times during the 2017/2018 financial year; for practical reasons one meeting had to be held over two days
with an identical agenda. The attendance rate at meetings of the Board of Directors was as follows:

Yves Claude Michel Gérard Christian Didier Laurence

Director Guillemot Guillemot Guillemot Guillemot Guillemot Crespel Hubert-Moy
Number of meetings 15/15 14/15 14/15 12/15 14/15 15/15 15/15
Attendance rate 100% 93.33% 93.33% 80% 93.33% 100% 100%

Corinne
Florence Frédérique Fernandez Virginie Lionel Pascale
Director Naviner Dame Handelsman Haas Bouchet Mounier Total
Number of meetings 13/15 14/15 9/9 (1) 7/9 (1) 2/2 (2) 6/6 (1)
Attendance rate 86.67% 93.33% 100% 77.78% (3) 100% 100% 93.68%
(1) Appointments held 6 months in respect of the 2017/2018 financial year
(2) Appointment held from March 7 to 31, 2018
(3) Virginie Haas’s attendance rate can be explained by the fact that two Board of Directors’ meetings were held during a very short timeframe during which Ms. Haas was not
available

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MAIN TOPICS ADDRESSED BY THE BOARD OF ♦ establishing quantifiable and qualitative criteria, as proposed by
DIRECTORS DURING THE 2018 FINANCIAL YEAR the Nomination and Compensation Committee, in relation to
The agenda of meetings of the Board of Directors is determined the compensation of the Chairman and Chief Executive Officer
pursuant to applicable laws and regulations. and Executive Vice Presidents, and assessment of achievement
of the said criteria;
During the financial year, the Board of Directors mainly focused on:
♦ transactions associated with the buyback of all of its equity
♦ considering the Ubisoft Group’s strategic issues; interest in Vivendi SA.
♦ examining and approving the separate and consolidated financial The Board of Directors has also received presentations on specific
statements for the year ended March 31, 2017 and relevant topics requested by its members.
reports, as well as the interim consolidated financial statements
at September 30, 2017; Pursuant to Article L. 823-17 of the French Commercial Code,
the Statutory Auditors were invited to attend the Board meetings
♦ financial information/financial reports; approving or examining the financial statements.
♦ establishing management forecasts;
♦ preparing for the Combined General Meeting of September 22, 4.1.3.3 Lead Director
2017 (agenda, draft resolutions, reports for this meeting);
Pursuant to the internal rules of the Board and of its Committees, a
♦ implementing the delegations of authority and authorizations lead director, chosen from among the independent directors, may
granted by the Shareholders’ Meeting, particularly as regards be appointed by the Board of Directors, following a proposal of the
employee stock ownership and “financial” authorizations; Nomination and Compensation Committee, where the positions of
♦ renewing the authorization granted to the Chief Executive Officer Chairman and Chief Executive Officer are held by the same person.
to provide deposits, endorsements and guarantees on behalf of The lead director is appointed for a period of two years, which must
the Company; not exceed the term of his or her directorship. The lead director
♦ implementing the share buyback program, including decisions may be re-elected following a proposal from the Nomination and
to cancel own shares; Compensation Committee.

♦ issuing ordinary bonds; In this context and acting on a proposal from the Nomination and
Compensation Committee, the Board of Directors appointed Didier
♦ complying with the principles of corporate governance, in Crespel as the first lead director on March 3, 2016.
particular:
• updating the internal rules of the Board of Directors and its RESPONSIBILITIES
committees,
The main responsibility of the lead director is to oversee the proper
• reading the reports of the work of the lead director and functioning of the Company’s management bodies. In this regard, he:
committees as set out in sections 4.1.3.3 and 4.1.3.4,
♦ chairs the meetings of the Board of Directors in the event that the
• reviewing the status of independent director, Chairman is unavailable and following a proposal from the latter
• evaluating the operating procedures of the Board and its in accordance with the provisions of the Articles of Association;
committees (summary); ♦ temporarily assumes the chair of the Board of Directors in the
event that the Chairman is unavailable;
♦ approval of the proposals of the Nomination and Compensation
Committee in relation to: ♦ chairs, convenes and organizes at least one meeting per year
• employee stock ownership: approval of the fulfillment of for the independent directors during which they can discuss
performance conditions and/or implementation of new topics of their choice outside of a plenary meeting of the Board
employee stock ownership plans, of Directors;

• the compensation of the Chairman and Chief Executive Officer ♦ maintains ongoing dialogue with the directors and, where
and/or Executive Vice Presidents, required, acts as their spokesman with the Chairman of the
Board of Directors and in particular acts as a liaison if required
• re-election of the Corporate Executive Officers, between the independent directors and the Chairman of the
• succession plan(s) for the Corporate Executive Officers, the Board of Directors;
Executive Committee and the lead director, ♦ ensures that all shareholder questions are answered, is available
• the composition of the committees, to communicate with shareholders at the request of the Chairman
of the Board of Directors and keeps the Board informed of these
• inclusion of the director representing employees: training,
exchanges;
time allocation;
♦ oversees the evaluation of the Board of Directors’ operating
procedures where required.

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RESOURCES The lead director also presented the changes in the Company’s
While performing his duties, the lead director can: governance to the General Meeting of September 22, 2017,
highlighting the role of independent directors.
♦ suggest that the Chairman add items to the agenda of Board
meetings, where necessary; The lead director also keeps regular contacts with the Company’s
consultants in particular regarding issues of governance and best
♦ request that the Chairman convene or, if appropriate, himself practice within the Board of Directors.
convene an Extraordinary Board Meeting where justified by an
urgent or crucial agenda; In accordance with the internal rules of the Board of Directors, the
lead director reported on his activities over the past financial year
♦ assume, in conjunction with legal and regulatory provisions, the at the meeting of the Board of Directors on April 13, 2018.
duties of the Chairman of the Board of Directors in the event
that the latter is unavailable (temporarily chair meetings);
4.1.3.4 Committees of the Board
♦ meet with the independent directors under terms and conditions
and at times that he may deem appropriate; of Directors
♦ attend and/or participate in any meetings with Company Under its internal rules, the Board of Directors has the option of
shareholders upon request of the Chairman of the Board of creating one or more committees to assist it:
Directors; ♦ the Audit Committee;
♦ make recommendations of any kind in relation to the evaluation ♦ the Nomination and Compensation Committee.
of the Board.
The lead director ensures that the directors have the opportunity COMMITTEES ROLES AND OPERATING
to meet and speak with the executive managers and the Statutory PROCEDURES
Auditors, in accordance with the provisions of the internal rules. The committees act in an advisory capacity. Their particular
More generally, the lead director ensures that the directors are responsibilities include reviewing matters that the Board or
its Chairman submits for their consideration and reporting
provided with the information required to perform their duties
under optimum conditions, in accordance with the provisions of
the internal rules.
their findings to the Board in the form of minutes, proposals or
recommendations. Members chosen from among the directors
4
are appointed by the Board of Directors, which also designates
The lead director may be the Chairman or a member of one or more
each committee’s Chairperson. The responsibilities and operating
of the committees of the Board of Directors.
procedures of each committee were specified by the Board when
The lead director reports once a year to the Board of Directors. they were established and were added to the internal rules.
During General Meetings, the Chairman may invite the lead director
The committees may not unilaterally decide to discuss issues beyond
to report on his work.
the scope of their mission. They have no decision-making power but
only that of making recommendations to the Board of Directors.
WORK DURING THE 2017/2018 FINANCIAL YEAR
The committees meet at the behest of their Chairperson and may
Since his appointment as lead director on March 3, 2016,
be called by any means. The committees may meet at any place and
Didier Crespel has been in frequent contact with the Company’s
in any way, including by videoconferencing and teleconferencing.
shareholders in order to provide an overview of “Governance”
They may only meet if a quorum of at least half of their members
activities and in particular the operating procedures and activities
are present – if committees only comprise two members, all
of the administrative and management bodies.
members must participate in meetings. As members are personally
The lead director also invited the independent directors to meet on appointed, they may not be represented by others. The Nomination
May 11, 2017 to discuss the advisability of submitting to a vote of and Compensation Committee must meet at least once a year and
the General Meeting scheduled for September 22, 2017 whether to the Audit Committee at least three times a year.
proceed with a dividend distribution, review the status of ongoing
The agenda of committee meetings is set by their Chairperson. The
training, discuss the feedback from the firm Spencer Stuart as part
committees report on their work to the subsequent Board meeting in
of the formal evaluation of the Board and the committees, and
the form of oral statements, opinions, proposals, recommendations
prepare the governance roadshow.
or written reports.

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WORK DURING THE 2017/2018 FINANCIAL YEAR

Audit Committee Created on November 20, 2013

Composition ♦ Mr. Didier Crespel, Chairman (1)
as at 03/31/18 ♦ Ms. Laurence Hubert-Moy
♦ Ms. Florence Naviner (since January 1, 2018) (1)
Operating The internal rules of the Audit Committee, which are attached to the internal rules of the Board of Directors, describe its
procedures responsibilities and operating procedures in particular.
The internal rules of the Audit Committee were updated on April 27, 2017 in response to Order No. 2016-315 issued March 17,
2016, which came into effect on June 17, 2016 concerning audit reform and/or the AFEP-MEDEF Code as revised in November 2016.
The committee is chaired by Didier Crespel (1) who brings his financial and accounting expertise to the committee, together
with precision and an analytical spirit.
Laurence Hubert-Moy has held and still holds a number of management positions in a variety of research organizations giving
her years of technical experience in the management of substantial budgets and in risk mapping.
In addition to her skills in the fields of finance, accounting and tax, Ms. Florence Naviner brings a pragmatic international
approach to the Audit Committee.
Responsibilities The Audit Committee is responsible for monitoring the preparation of accounting and financial information, the effectiveness
of internal control and risk management systems, statutory audits of the separate financial statements and consolidated
financial statements by the Statutory Auditors and the independence of the latter. It prepares and facilitates the work of the
Board of Directors with regard to these matters.
More specifically, it is responsible for:
♦ examining the pertinence of the accounting basis chosen, the sustainability of the accounting methods applied, the
accounting policies used and the estimates made in order to process material transactions, and the scope of consolidation;
♦ examining certain accounting and financial information documents issued by the Company before they are made public;
♦ reviewing and monitoring the effectiveness of internal control and risk management systems and the security of information
systems;
♦ examining risks, litigation and material off-statement of financial position commitments;
♦ formulating proposals to be made to the Board of Directors regarding the appointment of the Statutory Auditors and
validation of the fees paid;
♦ approval of the provision by the Statutory Auditors or their network, of services other than the certification of the financial
statements mentioned in Article L. 822-11-2 of the French Commercial Code, pursuant to the Audit Committee Charter;
and
♦ evaluating the quality of the work of the Statutory Auditors and monitoring its independence. Within the context of this
monitoring, details of the fees for auditing and non-auditing services paid by the Company and other Group companies
to the firms and networks of the Company’s Statutory Auditors are communicated annually to the committee when the
separate financial statements are prepared.
Work during The Audit Committee met five times during the financial year, with an attendance rate of 100%. In particular it addressed the
2017/2018 following issues:
♦ the Company’s results:
♦ review of the separate and consolidated financial statements as at March 31, 2017 and the consolidated management
report,
♦ review of the half-year consolidated financial statements as at September 30, 2017 and the half-year financial report,
♦ review of the work of the Statutory Auditors as at March 31, 2017 and September 30, 2017,
♦ review of the figures contained in the financial press release relating to the annual and interim consolidated financial
statements;
♦ risk management and internal control:
♦ review of the Group’s risk management approach, the risk management, audit and internal control system and the
related organizations and resources,
♦ review of the report of the Chairman of the Board of Directors on corporate governance, risk management and internal
control,
♦ review and monitoring of risk mapping,
♦ review of work undertaken in relation to anti-corruption in view of regulatory developments (Law No. 2016-1691 of
December 9, 2016, the so-called “Sapin II” law);
♦ audit and relations with external auditors:
♦ internal audit: 2017 summary and review of the 2018 audit plan,
♦ review of the assignments of external auditors, including additional assignments,
♦ review of the fee budget for external auditors,
♦ update on the new additional report of the Statutory Auditors to the Audit Committee (Article L. 823-16, III of the French
Commercial Code/Order No. 2016-315 of March 17, 2016);
♦ other:
♦ evaluation of requirements for internal control resources,
♦ consideration of the composition of the committee,
♦ implementation and application of the audit charter.
2017/2018
attendance rate 100%
(1) As of May 18, 2018, the Audit Committee will be chaired by Ms. Florence Naviner

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Nomination and Compensation Committee

Composition ♦ Laurence Hubert-Moy, Chairwoman
as at 03/31/18 ♦ Mr. Didier Crespel (1)
Operating The committee has been chaired since September 30, 2016 by Ms. Laurence Hubert-Moy who, firstly, due to the executive
procedures positions she holds or has held in various research entities, has experience of compensation for high-level managerial teams
(researchers and engineers) and, secondly, thanks to her current and prior experience, is well versed in recruitment and analysis
techniques.Thanks to his professional experience working for major international groups, Didier Crespel is an expert in business
strategy. He brings a pragmatic and rational approach to the committee and the issues it addresses.
The AFEP-MEDEF Code provides, on the one hand, that the Nomination and/or Compensation Committee(s) must mostly
consist of independent directors and no Corporate Executive Officers, and also recommends that the Chairperson of the
Compensation Committee be independent.The composition of the Nomination and Compensation Committee complies with
this recommendation with an independence rate of 100%.
The Nomination and Compensation Committee has decided to invite Yves Guillemot and Cécile Cornet, Chief Talent and
Communications Officer to certain meetings.
Composition ♦ Ms. Laurence Hubert-Moy, Chairwoman
as at 04/01/18 ♦ Ms. Virginie Haas
In view of her varied and valuable experience in various management positions that she has held at IBM and her current duties
at the start-up ShiftTechnology, Virginie Haas will bring to the committee a structured vision and thorough analysis of the various
topics and will therefore be able to make on detailed proposals on a case-by-case basis.

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Responsibilities The Nomination and Compensation Committee, firstly, puts forward recommendations, in consultation with the Chairman
and Chief Executive Officer, regarding the succession plan for corporate officers, the re-election of directors and the selection
of new directors. It is kept informed of the succession plan relating to members of the Group’s Executive Committee. Secondly
it is responsible for examining the compensation and benefits granted to directors and Corporate Executive Officers and for
providing the Board of Directors with comparisons and metrics with regard to international practices.
More particularly, it is responsible for:
♦ Nominations:
♦ Concerning the Board of Directors:
- making proposals to the Board, after examining in detail all factors to be taken into account in its decision-making,
the optimum balance of the composition of the Board of Directors and its committees (gender balance, nationalities,
international expertise, etc.): the search for potential candidates and their vetting, the timing of renewals of terms of
office and, in particular, the procedure for selecting future directors;
- making proposals on the establishment and membership of the Board’s committees;
- periodically evaluating the structure, size and membership of the Board of Directors and recommending any changes;
- periodically reviewing the criteria applied by the Board to classify a director is independent; once a year, it examines
on a case-by-case basis the position of each director or candidate for directorship according to the criteria applied,
and makes its proposals to the Board of Directors, particularly in view of the information to be disclosed in the
Registration Document.
♦ Concerning the Chairman and Chief Executive Officer, the Chief Executive Officer or the Executive Vice President(s), as
applicable:
- considering, where necessary, and specifically upon the expiry of their term of office, the re-election of the Chairman-
Chief Executive Officer, or of the Chairman and the Chief Executive Officer, and/or of the Executive Vice Presidents;
- examining the succession plan of Corporate Executive Officers, particularly in the event of an unforeseen vacancy;
- more generally, ensuring that the Chairman and Chief Executive Officer (or the Chief Executive Officer) keeps it
informed of the succession plan for the Executive Committee.
♦ Compensations:
♦ of the Corporate Executive Officers (Chairman and Chief Executive Officer and Executive Vice Presidents):
- examining and making recommendations as regards the compensation thereof, concerning both (i) the variable and
fixed components of said compensation and (ii) any benefits in kind, share subscription or purchase options received
from any Group company, provisions regarding their pensions and any other benefits of any kind;
- verifying the application of these rules;
- ensuring that the Company complies with its obligations in terms of transparency of compensation information and
in particular prepares an annual report on the activity of the Nomination and Compensation Committee to be included
in the Annual Report, and ensuring that all information required by law and relating to compensation appears in the
Annual Report.
♦ of the Chairman and Chief Executive Officer:
- defining the rules under which the variable component is set, ensuring the consistency of these rules with the annual
evaluation of the performance of the Chairman and Chief Executive Officer and with the Company’s strategy and its
creation of long-term value.
♦ of directors:
- making recommendations to the Board of Directors as regards the rules for distributing directors’ fees and individual
payments to be made to the directors in this respect, taking account of the directors’ attendance at Board and
committee meetings, in accordance with the internal rules of the Board;
- making recommendations to the Board of Directors as regards the overall amount of directors’ fees proposed to the
Company’s General Meeting.
♦ share purchase and/or subscription option plans and/or any other form of compensation based on shares or index-linked
or otherwise connected to shares:
- providing the Board of Directors with an opinion on the general policy for granting share subscription and/or purchase
options, which should be reasonable and appropriate, and on the option plan(s) established by the Group’s general
management, advising the Board of its recommendation as regards the allocation of share subscription or purchase
options and explaining the reasoning behind its choice as well as the consequences thereof; predetermining the
frequency of such allocations;
- examining any matter referred to it by the Chairman and Chief Executive Officer concerning the aforementioned
points and any proposals relating to employee stock ownership.
♦ of the teams and the Executive Committee:
- making inquiries and preparing recommendations so as to ensure consistency between the fixed and variable
compensation of executive teams with the business strategy, and implementation of performance conditions.

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Work during The Nomination and Compensation Committee met seven times. The attendance rate at each of committee meetings
2017/2018 was 100%.
In particular the committee addressed the following issues:
♦ Compensations:
♦ Corporate Executive Officers (Chairman and Chief Executive Officer and Executive Vice Presidents):
- review of the overall compensation structure;
- definition of the general allocation policy (share purchase and/or subscription options and free shares) and proposal
of performance criteria in relation to resolutions to be submitted to a shareholder vote;
- calculation of compensation for the 2018 financial year (FY 2017/2018) and 2019 (FY 2018/2019);
- assess whether the quantitative and/or qualitative criteria relating to the variable compensation of the Chairman and
Chief Executive Officer have been achieved for the 2017 financial year (FY 2016/2017);
- analysis of the compensation of the Chairman and Chief Executive Officer for financial years 2018 (FY 2017/2018) and
2019 (FY 2018/2019): review of the fixed component, definition of the target, quantitative (financial) and/or qualitative
(non-financial) criteria and their weighting and fulfillment conditions for the short-term variable component, definition
of the LTI plan and performance conditions associated with it for the long-term variable component;
- validate the annual information included in the Registration Document relating to the compensation of Corporate
Executive Officers, particularly the information relating to “say on pay” (FY 2016/2017) and the ex-post vote (FY 2017/2018);
- define the compensation policy that is required to be submitted to an ex-ante shareholders’ vote (FY 2017/2018 and
FY 2018/2019).
♦ Executive Committee and/or employees:
- gain an overview of the teams and key people at Ubisoft;
- ascertain whether the attendance and/or performance conditions for the long-term incentive plans for Group employees
have been achieved;
- review and proposal of the implementation of the 28th, 29th and 30th resolutions of the General Meeting of September 22,
2017: (i) a share capital increase as part of the Group savings plan via a collective investment fund with a leverage
formula and (ii) a share capital increase/stock appreciation rights;
- analysis of the terms and conditions of the 2017 Ubisoft key people plan;
- put forward resolutions relating to employee stock ownership.
♦ Other:
- examination of the impact of legislative changes on the taxation of compensation and/or free share allocations or
share subscription options;
4
- study of alternative arrangements to the free allocation of shares and/or preference shares;
- study of the impact of the new performance management system on individual performance conditions associated
with free share allocation plans.
♦ Nominations:
♦ Review of the internal rules of the Board of Directors and of its committees in order to take into account the revised
version of the AFEP-MEDEF Code of November 2016 as well as the changes that have been made to the organization
and operating procedures of the Board of Directors and its committees.
♦ Definition of a recruitment procedure for new directors, examination of applications for the position of director.
♦ Proposal on the duration of the term of new directors so as to result in a staggered system of re-elections.
♦ Review and/or formalization of succession plans for the Executive Committee, the Chairman and Chief Executive Officer,
the Executive Vice Presidents and the lead director.
♦ Review of the independence criteria in accordance with the AFEP-MEDEF Code for each director concerned.
♦ Proposal relating to the director representing employees (Rebsamen Law): time allocation, training, directors’ fees.
♦ Reflection on the implementation of the provisions of Article L. 225-23 of the French Commercial Code (Director
representing employee shareholders).
♦ Implementation by means of individual questionnaires of an annual assessment of the Board and its committees in
order to conduct a discussion on their operation.
♦ Monitoring the training of directors in office and of the plan to add new members and analysis of applications.
♦ Revision of the status of independent director in the light of the circularization of attestations.
♦ Examination of the composition of committees of the Board of Directors and proposal for reorganization and/or
establishment of a new committee.
♦ Proposal of a new name for the steering committee (Chairman and Chief Executive Officer and the Executive Vice
Presidents).
♦ Review of the employees’ satisfaction survey.
2017/2018 100%
attendance rate
(1) Ms. Virginie Haas replaced Mr. Didier Crespel as a member of the Nomination and Compensation Committee effective April 1, 2018

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4.1.3.5 Assessment of the work of and Compensation Committee, by means of a detailed questionnaire
the Board of Directors and the sent to each director (the “Internal Assessment”) which contributes
to the annual discussion concerning the Board’s operation.
committees
The last External Assessment was conducted in March 2017. The
The internal rules of the Board provide that the Board of Directors analysis of the responses was summarized in an assessment report
must discuss its operation at least once a year in order to improve the presented by the Nomination and Compensation Committee to the
effectiveness of its work and to arrange for a formalized assessment entire Board of Directors.
of its operation to be conducted at least once every three years by
an external firm (the “External Assessment”). An Internal Assessment was conducted for the 2018 financial year by
the Nomination and Compensation Committee. The responses have
In addition, in the years where no External Assessment is conducted, been reviewed by the Nomination and Compensation Committee and
the Board of Directors carries out a formal evaluation of its operation have enabled the committee to take stock of the actions that were
and the operation of its committees under the aegis of the Nomination implemented after the External Assessment.

The main conclusions of the Internal Assessment are as follows:

♦ Proper operation of the Board and the committees

Overall assessment ♦ Continual and regular development of governance
♦ Succession plans for Corporate Executive Officers, the Executive
Committee and the lead director
Progress made ♦ Reorganization of the composition of committees

♦ Establishment of a CSR Committee

♦ Communication upstream for significant M&A transactions
♦ Increase the frequency of independent directors’ meetings
Areas for improvement ♦ Further mobilize directors’ skills

❙ 4.1.4 OTHER INFORMATION ♦ regarding independent directors, no family ties between them
and other members of the Board of Directors.

4.1.4.1 Additional information CONFLICTS OF INTEREST

on corporate officers In accordance with the internal rules of the Board of Directors, all
Company directors must – whenever a conflict of interest exists
DECLARATIONS RELATING TO THE CORPORATE or could potentially arise between the corporate interests of the
OFFICERS Company and their direct or indirect personal interests, or the
interests of the shareholder or group of shareholders they represent –
To the Company’s knowledge, based on the information provided
abstain from voting on the corresponding resolution. In addition,
by the members of the Board of Directors in response to the
to minimize the risk of conflicts of interest and to allow the Board
individual questionnaire sent to each director by the Nomination
of Directors to provide shareholders and the markets with accurate
and Compensation Committee (the “Declaration”), no member of
information, each director is required to complete the above-
the Board of Directors has, over the past five years:
mentioned Declaration, provided each year by the Nomination
♦ been convicted of fraud or received an official reprimand and/ and Compensation Committee, and notify the Board of Directors in
or charges from statutory or regulatory authorities; the event of a change, as soon as they become aware of any situation
♦ been involved as a director in a bankruptcy, receivership or in which they have a conflict of interest, potential or otherwise.
liquidation; To the Company’s knowledge, and based on the Declaration
♦ been disqualified by a court from serving as a member of an completed by each director, there is currently no conflict of interest
administrative, management or supervisory body of an issuer, or between the duties of members of the Board of Directors and their
from participating in the management or conduct of the business private interests or other obligations.
of an issuer. Yves, Michel, Claude, Gérard and Christian Guillemot are brothers
It is also evident from the Declaration completed by each and serve on the General Management and/or the Board of Directors
director that: of their respective companies. The potential conflicts of interest
that could exist are therefore essentially those resulting from
♦ there are no arrangements or agreements with shareholders, agreements between the Company or its subsidiaries with one of
customers, suppliers or other party whereby a member of the
the companies of Michel, Claude, Gérard and Christian Guillemot
Board of Directors was appointed on that basis;
or their subsidiaries. Entering into such agreements would therefore
♦ there are no service agreements between members of the Board be subject to the regulated agreements procedure that is required
of Directors and the Company or any of its subsidiaries granting by Articles L. 225-38 et seq. of the French Commercial Code.
benefits under the terms of such agreement;

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Corporate governance

INFORMATION ON SHAREHOLDINGS INFORMATION LISTED IN ARTICLE L. 225-37-5

In accordance with Article L. 225-37-4, 2° of the French Commercial OF THE FRENCH COMMERCIAL CODE
Code, the corporate governance report must mention, except Information concerning the factors likely to have an impact in the
for normal business transactions entered into at arm’s length, event of a public tender offer or public exchange offer are included, if
agreements made directly or through an intermediary by, on the applicable, in chapter 7, section 7.1.3 of this Registration Document.
one hand, the Chief Executive Officer, an Executive Vice President,
a director (“Corporate Officers”) or a shareholder with more than PREVENTION OF INSIDER TRADING
10% of the voting rights of the Company (a “Shareholder”), and, The internal rules define the rules applicable to trading in the
on the other hand, a company in which the Company directly or Company’s securities, in accordance with European and French
indirectly owns more than half of the share capital. regulations on insider trading and abstention obligations (in
The Company is not aware of the existence, for the financial year particular the regulation on Market Abuse, the French Monetary and
ended March 31, 2018, of any such agreements having been entered Financial Code (Article L. 621-18-2) and AMF’s General Regulations
into between the Corporate Officers or a Shareholder and any (Articles 223-1 A et seq.)).
subsidiary whatsoever of the Ubisoft Group referred to in Article Permanent insiders (directors and persons discharging
L. 225-37-4, 2° of the French Commercial Code. managerial responsibilities, treated as Corporate Executive Officers,
With respect to the agreements and commitments subject to prior and any person having permanent access to any inside information
authorization in accordance with the provisions of Articles L. 225-38 of the Company and designated as such by the Chairman and Chief
et seq. of the French Commercial Code: Executive Officer) are subject to obligations of confidentiality
and abstention from carrying out transactions on Company
♦ the Board of Directors has noted, where appropriate, that there
securities when they hold inside information and during blackout
was no need for review or approval, in accordance with Article
periods:
L. 225-40-1 of the French Commercial Code, of regulated
agreements entered into during previous financial years that are ♦ for the announcement of half-year (consolidated
in effect during the financial year ended March 31, 2018; financial statements) and annual (consolidated financial
♦ the special report of the Statutory Auditors required by the
provisions of Article L. 225-40 of the French Commercial Code
statements) results: during a period of thirty calendar days before
publication. As regards free shares (AGA), the blackout period
is extended by three trading days following the publication of
4
identifies the new agreements entered into during the past
the results;
financial year having received the Board of Directors’ prior
approval. ♦ for the announcement of quarterly results (non-consolidated
financial statements): for a period of 15 calendar days prior to
LOANS AND GUARANTEES GRANTED TO the publication of the results.
MEMBERS OF THE BOARD OF DIRECTORS The provisional schedule of periods of abstention is sent to all
The Company has not granted any loans or guarantees to any permanent insiders for every current financial year.
member of the Board of Directors.
The Company keeps an updated list of permanent insiders. It sends
everyone a code of ethics regarding trading, informing them of their
4.1.4.2 Other information status, their registration on the list of permanent insiders and their
confidentiality and abstention obligations under the applicable
regulations. Each permanent insider is required to sign this code
FINANCIAL AUTHORIZATIONS
of ethics and to comply with it.
A table summarizing the current valid delegations granted by the
Shareholders’ General Meeting to the Board of Directors in the area Furthermore, occasional insiders who have one-off access to inside
of capital increases and showing how these delegations were used information of the Company are subject to the same obligations
during the 2018 financial year is set out in chapter 7, section 7.2.3 of confidentiality and abstention from carrying out transactions
of this Registration Document. on Company securities when they have inside information and
during the blackout periods referred to above. Where applicable,
the Company keeps an updated list of occasional insiders. It sends
RULES RELATING TO SHAREHOLDERS’
everyone a code of ethics regarding trading, informing them of their
ATTENDANCE AT GENERAL MEETINGS
status, their registration on the list of occasional insiders and their
All shareholders have the right to attend General Meetings under confidentiality and abstention obligations under the applicable
legally prescribed conditions. Information on the access to, and regulations. Each occasional insider is required to sign this code of
attendance and voting at, General Meetings appears in Articles 7 ethics and to comply with it, until he/she no longer has the status
and 13 of the Company’s Articles of Association. Details can be of occasional insider.
found in chapter, 7, section 7.1.2 of this Registration Document.
This information is provided again in the notice of meeting and the In addition to the obligations of confidentiality and abstention
convening notice published by the Company before any General described above, the corporate officers of the Company
Meeting. (more specifically, directors and persons discharging managerial
responsibilities, treated as Corporate Executive Officers) and persons
closely related to them, are required to declare their transactions
to the Company and to the AMF in accordance with the very strict
procedures set out in the code of ethics for trading intended for
permanent insiders and provided to them by the Company.

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Corporate governance

More generally, to ensure the proper implementation of the rules and training them in the concept of inside information and
policy on the prevention of insider trading and misconduct, the the prevention of insider misconduct (in particular the precautions
Company has set up internal procedures for the identification and and obligations pertaining to possession of inside information and
management of inside information. In particular, the Company the abstention periods during which insiders must comply with the
has set up a Disclosure Committee responsible for publishing rules of confidentiality and abstention). As well, the Company has
inside information in accordance with the applicable regulation. The adopted a charter of good conduct detailing the principles of
Company has also appointed ethics officers for trading (“Ethics trading ethics and the rules that apply to trading in the Company’s
officers”) whose duties include making employees aware of trading securities.

TRANSACTIONS INVOLVING SECURITIES AND/OR FINANCIAL INSTRUMENTS BY CORPORATE OFFICERS,

SENIOR EXECUTIVES NON-CORPORATE OFFICERS AND RELATED PERSONS

Surname, first name, position on Type of Date of Number of Amount of

the date of the transaction transaction transaction shares Type Unit price transaction
SECURITIES TRANSACTIONS BY CORPORATE OFFICER
Gérard Guillemot Disposal 04/04/17 40,000 Shares €39.8715 €1,594,860
Executive Vice President
Christian Guillemot Disposal 06/19/17 10,000 Shares €51.0758 €510,758
Executive Vice President
SECURITIES TRANSACTIONS BY RELATED PERSON
AMA Corporation Limited Contribution 07/19/17 100,000 Shares €49.099 €4,909,900
legal entity Disposal 10/06/17 80,000 Shares €63.2232 €5,057,856
managed by Mr. Christian Guillemot,
Executive Vice President 20,000 Shares €63.0063 €1,260,126
of Ubisoft Entertainment SA
Guillemot Brothers SE Acquisition 05/17/17 100,000 Shares €46.1526 €4,615,260
legal entity Acquisition 05/22/17 100,000 Shares €47.3455 €4,734,550
managed by Mr. Christian Guillemot,
Executive Vice President Disposal 05/24/17 50,000 Shares €48.3405 €2,417,025
of Ubisoft Entertainment SA Acquisition 06/01/17 100,000 Shares €50.351 €5,035,100
Acquisition 06/19/17 97,261 Shares €51.0077 €4,961,059.91
Acquisition 06/20/17 2,739 Shares €51.9754 €142,360.62
Disposal 06/20/17 50,000 Shares €50.7654 €2,538,270
Acquisition 06/22/17 88,000 Shares €51.0169 €4,489,487.20
Acquisition 06/23/17 12,000 Shares €51.1817 €614,180.40
70,323 Shares €51.6652 €3,633,251.86
Acquisition 06/26/17 30,000 Shares €52 €1,560,000
Acquisition 06/27/17 20,000 Shares €50.6497 €1,012,994
Contribution 07/19/17 100,000 Shares €49.099 €4,909,900
Acquisition 08/24/17 42,082 Shares €54.6254 €2,298,746.08
Acquisition 08/25/17 45,308 Shares €54.6408 €2,475,665.37
Acquisition 08/28/17 14,057 Shares €54.8952 €771,661.83
Acquisition 08/29/17 98,553 Shares €53.0748 €5,230,680.76
Acquisition 09/08/17 2,000,016 Shares €56.8848 €113,770,510.16
Acquisition 10/06/17 100,000 Shares €63.2737 €6,327,370
Acquisition 03/20/18 3,030,303 Shares €66 €199,999,998
and pledge

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Compensation for the administrative and management bodies

4.2 Compensation for the administrative

and management bodies
This section was prepared with the help of the Nomination and Compensation Committee.

❙ 4.2.1 COMPENSATION FOR DIRECTORS – DIRECTORS’ FEES

In consideration – very partial – of the responsibilities assumed and also the time spent preparing Board and/or committee meetings
and actively participating therein, directors receive directors’ fees consisting of a fixed component and a variable component.

4.2.1.1 Criteria/Breakdown
The breakdown of the overall directors’ fees has been set as follows:

Maximum amount of €750 thousand (General Meeting 09/22/17)

Board of Directors
Variable according to
Fixed
Maximum per year and per director: €40 thousand
attendance (A)
4
40% (€16 thousand/year) 60% (€24 thousand/year)
If A < 50% - €0
50% in April (1) (€8 thousand) If A ≥ 50% and < 75% - €12 thousand
50% in October (2) (€8 thousand) If A ≥ 75% - €24 thousand
(1) Compensation for the period April 1 to September 30
(2) Compensation for the period October 1 to March 31

Committees
Audit Committee Nomination and Compensation Committee Lead Director
Fixed Variable Fixed Variable
Chairperson Members Chairperson Members Lump-sum
€2,500 €2,500
per meeting (maximum per meeting (maximum €15,000
€15,000 4 meetings per year) €5,000 4 meetings per year) per year

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Compensation for the administrative and management bodies

4.2.1.2 Amounts paid for the financial year ended March 31, 2018

Nomination and
Compensation
Board of Directors Audit Committee  (2)
Committee (3) Lead Director
Fixed Variable Fixed Variable Fixed Variable Lump-sum TOTAL
Yves Guillemot €16,000 €24,000 - - - - - €40,000
Claude Guillemot €16,000 €24,000 - - - - - €40,000
Michel Guillemot €16,000 €24,000 - - - - - €40,000
Gérard Guillemot €16,000 €24,000 - - - - - €40,000
Christian Guillemot €16,000 €24,000 - - - - - €40,000
Didier Crespel €16,000 €24,000 €15,000 €10,000 - €10,000 €15,000 (4) €90,000
Laurence Hubert-Moy €16,000 €24,000 - €10,000 €5,000 €10,000 - €65,000
Pascale Mounier €8,000 (1) €12,000 (1) - - - - - €20,000
Florence Naviner €16,000 €24,000 - €5,000 (5) - - - €45,000
Frédérique Dame €16,000 €24,000 - - - - - €40,000
Corinne Fernandez-
Handelsman €8,000 (1) €12,000 (1) - - - - - €20,000
Virginie Haas €8,000  (1)
€12,000 (1) - - - - - €20,000
Lionel Bouchet - €3,000 (6) - - - - - €3,000

€503,000
(1) On a prorate basis for the duration of the term of office as director (Pascale Mounier: from April 1, 2017 to September 22, 2017/Corinne Fernandez-Handelsman and Virginie
Haas: from September 22, 2017 to March 31, 2018)
(2) Audit Committee: 5 meetings held during FY2018
(3) Nomination and Compensation Committee: 7 meetings held during FY2018
(4) Fixed-rate amount payable in advance in April for the current financial year
(5) Appointed as a member of the Audit Committee effective on January 1, 2018: 2 meetings attended
(6) Elected on March 7, 2018: application of the rule of proportionality

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Compensation for the administrative and management bodies

4.2.1.3 Summary of compensation paid to each non-executive member of the Board

of Directors (AMF nomenclature)

03/31/18 03/31/17
Ubisoft Ubisoft
Identity directors’ fees Other compensation directors’ fees Other compensation
Pascale Mounier
Fixed component €8,000 (1) - €16,000 -
Variable component €12,000 (1) - €24,000 -

TOTAL €20,000 - €40,000 -

Didier Crespel
Fixed component €46,000 (2) - €46,000 (2) -
Variable component €44,000 (3) - €41,000 (3) -

TOTAL €90,000 - €87,000 -

Laurence Hubert-Moy
Fixed component €21,000 (4) - €21,000 (4) -
Variable component €44,000 (5) - €54,000 (5) -

TOTAL €65,000 - €75,000

4
Florence Naviner
Fixed component €16,000 - €8,000 (1) -
Variable component €29,000 (6) - €12,000 (1) -

TOTAL €45,000 - €20,000 -

Frédérique Dame
Fixed component €16,000 - €8,000 (1) -
Variable component €24,000 - €12,000  (1)
-

TOTAL €40,000 - €20,000 -

Corinne Fernandez-Handelsman
Fixed component €8,000 (1) - - -

Variable component €12,000 (1) - - -

TOTAL €20,000 - - -
Virginie Haas
Fixed component €8,000 (1) - - -
Variable component €12,000 (1) - - -

TOTAL €20,000 - - -
Lionel Bouchet
Fixed component - - - -
Variable component €3,000 (7) - - -

TOTAL €3,000 - - -
(1) Amounts allocated prorata temporis when the terms of office start or end during the financial year
(2) Including (i) fixed component as Chairman of the Audit Committee and (ii) lump-sum as the lead director
(3) Including variable component as member of the Audit Committee and of the Nomination and Compensation Committee (or of the Nomination Committee and of the
Compensation Committee for FY 2017)
(4) Including fixed component as Chairwoman of the Nomination and Compensation Committee
(5) Including variable component as member of the Audit Committee and of the Nomination and Compensation Committee (or of the Nomination Committee and of the
Compensation Committee for FY 2017)
(6) Including proportional variable component (appointment during the financial year) as member of the Audit Committee
(7) Proportional variable component (elected on March 7, 2018)

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Compensation for the administrative and management bodies

❙ 4.2.2 COMPENSATION OF CORPORATE PRINCIPLES REGARDING THE COMPENSATION OF

EXECUTIVE OFFICERS THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Pillars of the compensation policy for the Chairman
Law no. 2016-1691 of December 9, 2016 (“Sapin II” law) stipulates
and Chief Executive Officer
that companies whose securities are listed on a regulated market
must submit to the shareholders’ vote: The compensation policy for the Chairman and Chief Executive
Officer proposed by the Nomination and Compensation Committee
♦ at least once a year, since General Meetings held in 2017, the and approved by the Board of Directors is based on the following
principles and criteria for determining, allocating and awarding pillars:
the fixed, variable and exceptional components of the total
compensation and benefits in kind that may be awarded to the
1. Reflect the strategic choices conducive to the Group’s
Chairman and Chief Executive Officer and to the Executive Vice growth
Presidents in respect of their corporate offices (the “Ex Ante”
The Nomination and Compensation Committee ensures that there
vote);
is a correlation between the compensation of the Chairman and
♦ the fixed, variable and exceptional components of the total Chief Executive Officer and the Group’s strategy. Thus, the major
compensation and benefits in kind paid or allocated in respect challenges to come are reflected in the performance conditions of
of the previous year by separate resolutions to the Chairman and the variable compensation, for which the targets to achieve are
Chief Executive Officer and the Executive Vice Presidents (the aligned with the Group’s value creation objectives.
“Ex Post” vote) as from General Meetings held in 2018.
2. Be directly linked to the medium and long-term
financial results
4.2.2.1 Principles of compensation for
The structure of the total compensation for the Chairman and Chief
the Chairman and Chief Executive Executive Officer is mainly based on the annual and long-term
Officer and the Executive Vice variable components. The payment of the variable components
Presidents (“Ex Ante” vote) is subject to the achievement of precise, coherent and demanding
performance conditions.
10th and 11th resolutions of the Combined General Meeting of June 27, 2018.
The Board of Directors that met on March 30 and May 17, 2018 3. Ensure direct alignment with the interests of investors
approved, based on the recommendations of the Nomination and
In order to align the compensation of the Chairman and Chief
Compensation Committee, the principles of determination and
Executive Officer with investors’ interests, part of the total
the structure of the compensation of the Chairman and Chief
compensation is linked to the Ubisoft Entertainment SA share price
Executive Officer and of the Executive Vice Presidents in respect
on Euronext Paris (the “Ubisoft Share”), either via an allocation
of the financial year ending March 31, 2019.
of shares in the form of performance shares (1) or share purchase/
subscription options (2), or via multi-annual compensation indexed
GENERAL PRINCIPLES to the Ubisoft Share price.
The Board of Directors refers to the principles of determination
of the compensation of Corporate Executive Officers set out in the 4. Guarantee the competitiveness of the total
AFEP-MEDEF Code and, to guide its own deliberations, relies on compensation compared to practices in companies with
studies and findings by external experts that inform the Board and its comparable performance to that of the Group
Nomination and Compensation Committee on best market practices. The Nomination and Compensation Committee ensures that the
The Board of Directors ensures that the compensation policy is total compensation of the Chairman and Chief Executive Officer is
aligned with the corporate interests of the Group and the interests competitive. To assess this competitiveness, compensation studies
of its shareholders and stakeholders. The performance conditions are regularly carried out based on a stable and coherent panel.
chosen for the annual and long-term variable compensation are
aligned with the Group’s strategy.

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

ALTEN HAVAS JCDECAUX SAGE GROUP PLC/THE

EDENRED HERMES INTL. LOGITECH INTERNATIONAL SA TECHNICOLOR
COMPUTACENTER PLC ILIAD MERLIN ENTERTAINMENTS PLC TF1
DASSAULT SYSTEMES SE IPSEN METROPOLE TV UNITED INTERNET AG
GFK IPSOS NEOPOST WORLDLINE

(1) Pursuant to the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code and subject to approval by the shareholders’ General
Meeting
(2) Pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code and subject to approval by the shareholders’ General
Meeting

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The selection is made based on the following indicators: Thus, the fixed compensation of the Chairman and Chief Executive
Officer increased by 3% then 5% over the financial years ended
♦ median sales (€1,900 million for the study carried out in 2018);
March 31, 2017 and 2018. This catch-up is being carried out in steps in
♦ median stock market capitalization (€4,200 million for the study order to mirror the improvement actually achieved by the Group over
carried out in 2018); the long term. Accordingly, the total target compensation in respect
♦ median headcount (12,930 employees for the study carried out of the financial year ended March 31, 2018 is positioned at 83% of
in 2018). the Market Median. The changes proposed by the Nomination and
Compensation Committee for the financial year ending March 31,
The Nomination and Compensation Committee, supported by an
2019 aim to bring the total target compensation of the Chairman
external partner, chose to group leisure, media and high-tech and
and Chief Executive Officer to around €1,893,000, or 96% of the
pharmaceutical industry companies.
Market Median of the 2018 study and will enable the catch-up
The comparison panel which serves as a benchmark to establish the process in respect of the updated study to be completed during the
first quartile and the median of the market (respectively the “First financial year ending March 31, 2020. It should be recalled that the
Quartile of the Market” and the “Market Median”) is reassessed total compensation is based mainly on variable components and only
during each new compensation study in order to take into account aims to reach the Market Median if the demanding performance
any changes in the structure and businesses of the companies in conditions measuring the achievement of the Business Plan (financial
it, and the change in the Group’s indicators. objectives officially communicated to the market at the start of the
Structure and change in the total compensation financial year) are met.
of the Chairman and Chief Executive Officer
2. Change in the total compensation structure
In line with the four compensation pillars above, and the Group’s
In parallel with the repositioning process started during the
entrepreneurial culture, mission and ambition to develop its
financial year ended March 31, 2017, the Nomination and
leadership position in its market, the structure of total compensation
Compensation Committee wanted to change the structure of the
of the Chairman and Chief Executive Officer is based on a significant
compensation of the Chairman and Chief Executive Officer to
portion of variable components, whilst maintaining a coherent and

4
reinforce the weight and relevance of the variable components,
competitive level of total compensation.
and specifically its long-term part. In line with the compensation
policy pillars, and taking into account the target positioning indicated
1. Target positioning and catch-up strategy
above, the structure for the total compensation of the Chairman
Total compensation aims to be positioned at the Market Median if and Chief Executive Officer is as follows:
the performance conditions set for the annual and long-term variable
compensations are met, with the portion of fixed compensation ♦ fixed compensation represents 30% of total compensation;
remaining below the Market Median. This positioning for total ♦ target annual variable compensation (1) represents 30% of total
compensation at the Market Median and in particular with long- compensation;
term compensation being the larger element, is justified by the
♦ target long-term variable compensation (1) represents 40% of
remarkable growth and transformation of the Group led by the
total compensation.
Chairman and Chief Executive Officer over the last five years. It
should be recalled that Group sales and Group non-IFRS EBIT have In total, 70% of the total compensation is subject to achievement
respectively grown by 38% and 200% over the last five financial of performance conditions.
years. This performance has led to the Ubisoft Share price rising by TOTAL COMPENSATION STRUCTURE OF THE
708% over 5 years and 70% over the course 1 year, testifying to the CHAIRMAN AND CHIEF EXECUTIVE OFFICER
considerable value creation that the Chairman and Chief Executive
Officer has generated through his steering of the Group.
During the financial year ended March 31, 2017, the Nomination and Compensation based Compensation not based
Compensation Committee noted the existence of a significant gap on performance on performance
conditions conditions
between the level of total compensation of the Chairman and Chief
Executive Officer and that of Corporate Executive Officers of French 70% 30%
and international companies with a similar profile to the Group’s. Target long-term Fixed
This gap may be explained, notably, by the fixed compensation not variable compensation

being increased since the financial year ended March 31, 2010, a compensation
30%
period during which the Group saw strong and continuous growth. 40%
In view of this, the Nomination and Compensation Committee Target annual
variable
decided to progressively modify the compensation of the Chairman compensation
and Chief Executive Officer, whilst complying with the moderation
principle and the compensation policy pillars described above.
30%

(1) In the event of achievement of the performance conditions set for the annual and long-term variable compensations

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Summary of the structure

Components of fixed compensation Components of compensation subject to performance conditions

Fixed compensation Annual variable compensation Long-term variable compensation
Internal and external
Annual performance conditions performance conditions over at least
Based on level of responsibility (one quantitative criterion and one qualitative 3 financial years and/or years
and experience criterion as a minimum) Vesting period: minimum 4 years
Ubisoft Shares (1) or cash (allocation value
Cash Cash indexed to the Ubisoft Share price)
(1) Allocation of performance shares or share purchase options or share subscription options in application of current legal provisions and subject to approval of the
corresponding resolutions by the shareholders’ General Meeting

Directors’ fees made up of a fixed component (40%) and a variable The target value for annual variable compensation is 100% of
component based on attendance rate at meetings (60%) may also the fixed compensation (i.e. 30% of the total compensation), and
be paid to the Chairman and Chief Executive Officer. the maximum is set at 150% of the fixed compensation. For each
criterion, if the achievement of the performance conditions is less
Fixed compensation than 80%, no annual variable compensation will be paid. The annual
The Nomination and Compensation Committee takes into account variable compensation follows a tiered increase up to the target, and
the components of the compensation study and the Group’s results then increases proportionally between the target and the maximum.
and ensures that the fixed compensation is positioned between the The level of targets defined for each criterion is consistent with the
First Quartile and the Market Median. Group’s objectives.

At April 1, 2018, the fixed compensation of Mr. Yves Guillemot was For the financial year ended March 31, 2019, the following criteria
set at €567,790 i.e. an increase of 5%. This increase was proposed by were selected:
the Nomination and Compensation Committee as part of the catch- ♦ non-IFRS Group EBIT, for 60%;
up process started during the financial year ended March 31, 2017
in order to ensure the competitiveness of the fixed compensation of
♦ Group Net Booking (1) Digital Sales, for 30%;
Mr. Yves Guillemot compared to the fixed compensation of Corporate ♦ increase in the number of players in certain strategic territories,
Executive Officers of the companies comprising the comparison for 10%.
panel, and in line with the structure presented above. Thus, for On the proposal of the Nomination and Compensation Committee,
the financial year ended March 31, 2018, fixed compensation is set it was decided that only one criterion relating to sales in value terms
at 74% of the Market Median. would be kept, and only the Group’s Net Booking Digital Sales would
The Group’s growth, combined with a context of strategic technological be retained, the latter being more of a value creator and representing
innovation and increased competition, leads to an increase in the a greater share of total revenues. Consequently, the “non-IFRS
Chairman and Chief Executive Officer’s responsibilities, which is Group EBIT” criterion is henceforth assessed in absolute-value
reflected in the fixed compensation. terms. These modifications enable the Group’s real value creation
and profitability to be taken into account.
Annual variable compensation Moreover, the Nomination and Compensation Committee decided
Annual variable compensation is aligned with the Group’s economic to significantly reinforce the requirement in relation to performance
performance. The quantitative criteria used are designed to criteria, with payment of respectively 30% and 50% of the target
reflect each year the achievement of the annual Business Plan. amount upon reaching 1st and 2nd threshold, rather than the 80%
The qualitative criteria(on) enrich(es) this view and enable(s) the previously paid.
achievement of the strategic choices required for the growth of
Ubisoft Group to be taken into account.

(1) Corresponds to the prior sales standard

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For each criterion, the payment of the annual variable compensation follows the following framework:

Performance conditions
< 1 Threshold
st
1 Threshold
st
2nd Threshold Target Maximum
FINANCIAL CRITERIA (90%)
≥ 352 - ≥ 396 -
Non-IFRS Group EBIT (in € millions) < 352 < 396 < 440 440 (1) 550
≥ 80% ≥ 90%
As % of target non-IFRS Group EBIT criterion < 80% < 90% < 100% 100% 125%
Annual variable compensation
as a % of fixed compensation 0% 18% 30% 60% 90%
≥ 1,066 - ≥ 1,199.25 -
Net Booking Digital (in € millions) < 1,066 < 1,199.25 < 1,332.50 1,332.50 (1) 1,665.63
≥ 80% ≥ 90%
As % of target Net Booking Digital < 80% < 90% < 100% 100% 125%
Annual variable compensation
as a % of fixed compensation 0% 9% 15% 30% 45%
QUALITATIVE CRITERION (10%)
≥ 80% ≥ 90%
Change in the number of players < 80% and < 90% of and < 100% of target not 130%
in certain strategic territories of the target the target the target communicated (2) of the target
Annual variable compensation

4
as a % of fixed compensation 0% 3% 5% 10% 15%

TOTAL
Annual variable compensation as a % of fixed
compensation 0% 30% 50% 100% 150%
(1) The target corresponds to the objectives announced by the Group in its press release issued at the beginning of each financial year
(2) The details of the expected, set and precisely predefined level of achievement cannot be disclosed without revealing confidential information about the Group’s strategy

In accordance with the recommendations of the Nomination and The long-term variable compensation may consist, where
Compensation Committee, the Board of Directors wished to correct recommended by the Nomination and Compensation Committee,
the maximum level of achievement for the maximum payment of the in the grant of instruments such as performance shares or share
annual variable compensation. As the target values are set annually purchase or subscription options (“Share Plans”) or a payment in
and in accordance with the Business Plan defined each year, a study of cash as part of multi-annual variable compensation plans (“Multi-
historical performance has shown the inconsistency of the maximums annual Compensation”). Irrespective of the mechanism (Share
previously positioned at 150% of the target and statistically Plan or Multi-annual Compensation), it is linked to stringent
unachievable. Whilst retaining a high level of requirements, the performance conditions to be met over a period of several consecutive
readjustment of the maximum payments for the annual variable financial years and/or calendar years, it being understood that the
compensation enables overperformance to be compensated in a more Multi-annual Compensation is only intended to be put in place in
rational way, and thus better support overachievement. the event that Share Plans cannot be granted.
It is to be noted that, pursuant to Article L. 225-37-2 paragraph 2 The objective is to grant long-term variable compensation that, in
of the French Commercial Code, the payment of the variable the event of achievement of the performance conditions set, would
compensation components described above will be subject to align the overall compensation package with the Market Median
approval by the General Meeting called to approve the financial from financial year 2020.
statements for the financial year ending March 31, 2019, in
Following the proposal by the Nomination and Compensation
accordance with the conditions set out in Article L. 225-100 of the
Committee, the value of the annual grant of long-term variable
French Commercial Code.
compensation, estimated at the allocation date according to IFRS,
represents around 40% of the total compensation of the Chairman
Long-term variable compensation and Chief Executive Officer, i.e. 133% of the fixed compensation.
The long-term variable compensation ensures sustainable and
For the financial year ended March 31, 2019, the following
robust value creation. It is directly aligned with the interests of
performance criteria were selected:
shareholders and the achievement of performance conditions in line
with the Group’s strategic plan. The Nomination and Compensation (i) for 50%, on average Group EBIT by value (1) (not a strictly
Committee ensures that there is a correlation between the value of accounting-based indicator) (the “Internal conditions”); and
the long-term compensation and that of the Ubisoft Share price.

(1) Average EBIT for financial years covering the vesting period (based on the Group’s annual EBIT targets announced by the Group in its press
release issued at the beginning of each financial year in accordance with the rules in force)

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(ii) for 50%, on the total shareholder return on Ubisoft Share (the “Ubisoft TSR”) (1) compared to the TSR of the NASDAQ Composite
Index (1) (the “External Conditions”).

For each criterion, the acquisition of long-term variable compensation follows the following framework:

< 80% average Group ≥ 80% and < 90% ≥ 90% and < 100% ≥ 100% average
EBIT average Group EBIT average Group EBIT Group EBIT
Average non-IFRS Group EBIT 0% of the award 30% of the award 50% of the award 100% of the award
(50%) based on this criterion based on this criterion based on this criterion based on this criterion

The long-term variable compensation conditional upon the of each financial year. The Group undertakes to communicate the
attainment of average Group EBIT is acquired by tier. The target level of achievement in the Registration Document following the
level defined for each criterion is consistent with the objectives vesting date.
announced by the Group in its press release issued at the beginning

≥ 50th and
< 50th percentile ≤ 60th percentile > 60th percentile
Positioning of Ubisoft TSR compared to the TSR 0% of the award 50% of the award 100% of the award
of the NASDAQ Composite Index (50%) based on this criterion based on this criterion based on this criterion

The long-term variable compensation conditional upon the Ubisoft shares stemming from the exercise of options or the number of
TSR compared to the NASDAQ Composite Index is acquired by tier. performance shares that the Chairman and Chief Executive Officer
is required to hold in registered form until the expiry of his term
Achievement of these criteria is assessed over a minimum period of
of office in the Group.
three consecutive financial years and/or calendar years conditioning
the acquisition/payment of the long-term compensation. The latter
will also be conditional upon remaining in office as a Corporate Director’s fees
Executive Officer. The Share Plans include a one-year retention The Chairman and Chief Executive Officer may receive, for his term
period. of office as director of Ubisoft Entertainment SA, directors’ fees
made up of a fixed component (40%) and a variable component
The cumulative assessment of the performance conditions over
(60%) determined on the basis of attendance at Board of Directors’
three consecutive financial years and/or calendar years for the
meetings. For the financial year ending March 31, 2019, the amount
performance shares and the subscription options and/or share
of directors’ fees could reach €40,000 if the attendance rate at Board
purchase options, allows the adaptation of the dilution against the
of Directors’ meetings is achieved (see 4.1.3.2 and 4.2.1).
value creation recorded by the shareholder.
Pursuant to Article L. 225-37-2 paragraph 2 of the French Other components of compensation
Commercial Code, the payment of the variable compensation
The Chairman and Chief Executive Officer is not entitled to:
components described above will be subject to approval by the
General Meeting called to approve the financial statements for ♦ supplementary pension scheme;
the financial year ending March 31 following the vesting date, in ♦ severance payment;
accordance with the conditions set out in Article L. 225-100 of the
French Commercial Code. ♦ non-compete indemnity;

The long-term variable compensation policy is decided by the ♦ exceptional compensation.

Board of Directors based on the proposal of the Nomination and
Compensation Committee as part of and, for the Share Plans, subject COMPENSATION OF EXECUTIVE
to the resolutions adopted by the shareholders’ General Meeting. VICE PRESIDENTS
The compensation policy for Executive Vice Presidents is determined
The Chairman and Chief Executive Officer does not have recourse
by the Board of Directors, which, based on the work and proposals
to hedging instruments either for options or for shares resulting
of the Nomination and Compensation Committee, notably ensures
from the exercise of options or for performance shares throughout
the consistency of this policy with the principles listed in the
his term of office.
AFEP-MEDEF Code and the coherence of the total compensation
Pursuant to Articles L. 225-185 and L. 225-197-1 of the French with that of the Chairman and Chief Executive Officer and the
Commercial Code, and in accordance with the provisions of the Group’s top management.
AFEP-MEDEF Code, the Board of Directors sets the number of

(1) Ubisoft TSR and TSR of the NASDAQ Composite Index calculated between the grant date and the day before the vesting date

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Compensation components subject

Components of fixed compensation to performance conditions
Fixed compensation Long-term variable compensation
Internal and external performance conditions
over at least 3 financial years and/or years
Based on level of responsibility and experience Vesting period: minimum 4 years
Ubisoft Shares (1) or cash (allocation value indexed to the Ubisoft
Cash Share price)
(1) Allocation of performance shares or share purchase options or share subscription options in application of current legal provisions and subject to approval of the
corresponding resolutions by the shareholders’ General Meeting

The Executive Vice Presidents may, in addition, in their capacity as The long-term variable compensation may consist, where
directors, receive directors’ fees made up of a fixed component (40%) recommended by the Nomination and Compensation Committee,
and a variable component based on attendance at meetings (60%). in the grant of instruments such as performance shares or share
purchase or subscription options (“Share Plans”) or a payment
Fixed compensation
in cash as part of multi-annual variable compensation plans
The fixed compensation of Executive Vice Presidents is determined (“Multi-annual Compensation”). Irrespective of the mechanism
taking into account their responsibilities and experience in the (Share Plan or Multi-annual Compensation), it is linked to
role and in the Company’s area of business, as well as their years stringent performance conditions to be met over a period of
of service in the Group. several consecutive financial years and/or calendar years, it being
At April 1, 2018, the fixed compensation of Messrs Claude, Gérard, understood that the Multi-annual Compensation is only intended
Christian and Michel Guillemot is set at €65,621, i.e. an increase to be put in place in the event that Share Plans cannot be granted.
of 5%. The objective is to grant long-term variable compensation
The Group’s growth, combined with a context of strategic
technological innovation and increased competition, leads to an
increase in the Executive Vice Presidents’ responsibilities, which
each year.
Following the proposal by the Nomination and Compensation
4
Committee, the value of the annual grant of long-term variable
is reflected in the fixed compensation. You are reminded that the compensation, estimated at the allocation date according to IFRS,
compensation of Claude, Gérard and Christian Guillemot has represents around 50% of the total compensation of the Executive
remained unchanged since 2011. Vice Presidents, i.e. 100% of their fixed compensation.
Long-term variable compensation For the financial year ended March 31, 2019, the following
The long-term variable compensation ensures sustainable and performance criteria were selected:
robust value creation. It is directly aligned with the interests of (i) for 50%, on average Group EBIT by value (1) (not a strictly
shareholders and the achievement of performance conditions accounting-based indicator) (the “Internal conditions”); and
in line with the Group’s strategic plan. The Nomination and
Compensation Committee ensures that there is a correlation (ii) for 50%, on the total shareholder return on Ubisoft Share
between the value of the long-term compensation and that of (the “Ubisoft TSR”) (2) compared to the TSR of the NASDAQ
the Ubisoft Share price. Composite Index (2) (the “External Conditions”).

For each criterion, the acquisition of long-term variable compensation follows the following framework:

< 80% ≥ 80% and < 90% ≥ 90% and < 100% ≥100%
average Group EBIT average Group EBIT average Group EBIT average Group EBIT
Average non-IFRS Group EBIT 0% of the award 30% of the award 50% of the award 100% of the award
(50%) based on this criterion based on this criterion based on this criterion based on this criterion

The long-term variable compensation conditional upon the of each financial year. The Group undertakes to communicate the
attainment of average Group EBIT is acquired by tier. The target level of achievement as part of the Registration Document following
level defined for each criterion is consistent with the objectives the vesting date.
announced by the Group in its press release issued at the beginning

≥ 50th and ≤ 60th

< 50th percentile percentile > 60th percentile
Positioning of Ubisoft TSR compared to the TSR 0% of the award 50% of the award 100% of the award
of the NASDAQ Composite Index (50%) based on the criterion based on the criterion based on the criterion

(1) Average EBIT for financial years covering the vesting period (based on the Group’s annual EBIT targets announced by the Group in its press
release issued at the beginning of each financial year in accordance with the rules in force)
(2) Group TSR and TSR of the NASDAQ Composite Index calculated between the grant date and the day before the vesting date

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The long-term variable compensation conditional upon the Ubisoft 4.2.2.2 Compensation of the Chairman
TSR compared to the NASDAQ Composite Index is acquired by tier. and Chief Executive Officer and
Achievement of these criteria is assessed over a minimum period of of the Executive Vice Presidents
three consecutive financial years and/or calendar years conditioning due or payable in respect of the
the acquisition/payment of the long-term compensation. The latter
will also be conditional upon remaining in office as a Corporate
financial year ended March 31, 2018
Executive Officer. The Share Plans include a one-year retention
period. COMPENSATION OF THE CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
The cumulative assessment of the performance conditions over
three consecutive financial years and/or calendar years for the Breakdown of compensation of the Chairman and
performance shares and the subscription options and/or share Chief Executive Officer for the financial year ended
purchase options, allows the adaptation of the dilution against the March 31, 2018
value creation recorded by the shareholder. The compensation of Mr. Yves Guillemot, Chairman and Chief
Pursuant to Article L. 225-37-2 paragraph 2 of the French Executive Officer, for the financial year ended March 31, 2018,
Commercial Code, the payment of the variable compensation comprises the following components:
components described above will be subject to approval by the
General Meeting called to approve the financial statements for Fixed compensation
the financial year ending March 31 following the vesting date, in The fixed compensation of the Chairman and Chief Executive Officer
accordance with the conditions set out in Article L. 225-100 of the amounts to €540,750, representing a 5% increase year-on-year.
French Commercial Code. This increase is primarily based on the rationale of bringing Mr. Yves
The long-term variable compensation policy is decided by the Guillemot’s fixed compensation in line with that offered by groups
Board of Directors based on the proposal of the Nomination and of a similar size.
Compensation Committee as part of and, for the Share Plans, subject The Group’s growth also generates greater responsibilities on the
to the resolutions adopted by the shareholders’ General Meeting. part of the Chairman and Chief Executive Officer, which is in turn
The Executive Vice Presidents do not have recourse to hedging reflected in his fixed compensation.
instruments either for options or for shares arising from the exercise The Nomination and Compensation Committee also referred to
of options or for performance shares throughout their term of office. the study carried out by Willis Towers Watson in January 2017.
Pursuant to Articles L. 225-185 and L. 225-197-1 of the French This study shows the gap between Mr. Yves Guillemot’s fixed
Commercial Code, and in accordance with the provisions of the compensation and that offered by companies in the selected panel.
AFEP-MEDEF Code, the Board of Directors sets the number of This observation, identified last year, prompted the Nomination
shares stemming from the exercise of options or the number of and Compensation Committee to undertake efforts to close that gap
performance shares that the Executive Vice Presidents are required during the financial year ended March 31, 2017. The gradual closure
to hold in registered form until the expiry of their term of office in of the gap continued this year, with the ongoing aim of raising the
the Group. fixed compensation of the Chairman and Chief Executive Officer to
a level that is competitive and consistent with the Group’s economic
Director’s fees
and stock market performance. With the increase applied during
The Executive Vice Presidents may receive, for their term of office as the year ended March 31, 2018, the fixed compensation of Mr. Yves
directors of Ubisoft Entertainment SA, directors’ fees made up of a Guillemot is now in the First Quartile of the Market.
fixed component (40%) and a variable component (60%) determined
on the basis of attendance at Board of Directors’ meetings. For the Annual variable compensation
financial year ending March 31, 2019, the amount of directors’
The target for annual variable compensation corresponds to 100%
fees could reach €40,000 for each Executive Vice President if the
of fixed compensation with a maximum corresponding to 150% of
attendance rate at Board of Directors’ meetings is achieved (see
fixed compensation. It is based on three quantitative criteria and
4.1.3.2 and 4.2.1).
one qualitative criterion.
Other components of compensation
♦ Quantitative criteria: 90% of fixed compensation in the event
The Executive Vice Presidents are not entitled to: that the performance conditions are attained, and a maximum
♦ annual variable compensation; 135% of fixed compensation, increasing proportionately between
the minimum threshold and the target, then between the target
♦ supplementary pension scheme; and the maximum.
♦ severance payment;
♦ non-compete indemnity;
♦ exceptional compensation.

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Performance conditions Achievement

Quantitative criteria of objectives
Final %
Indicator < Threshold Threshold Target Maximum granted
Total sales < €1,360 million €1,360 million €1,700 million €2,550 million €1,732 million
Annual variable compensation as % of fixed amount 0% 24% 30% 45% 30.56%
% of Group EBIT (1) versus sales < 12.71% 12.71% 15.88% 23.82% 17.32%
Annual variable compensation as % of fixed amount 0% 24% 30% 45% 32.72%
% digital sales versus sales < 40% 40% 50% 75% 58%
Annual variable compensation as % of fixed amount 0% 24% 30% 45% 34.8%
(1) Non-IFRS

The three objectives in relation to total sales, % of Group EBIT ♦ Qualitative criteria: 10% of fixed compensation in the event
versus total sales and % of digital sales versus total sales exceed that the performance conditions are attained, and a maximum
the target initially communicated without, however, reaching their 15% of fixed compensation, increasing proportionately between
maximum threshold. They thus give rise to 30.56%, 32.75% and the minimum threshold and the target, then between the target
34.80% respectively, i.e. 98.08% of total fixed compensation for and the maximum.
the quantifiable criteria.

Performance conditions Achievement

Qualitative criterion of objectives

Indicator
Increase of number of players in certain strategic
< Threshold Threshold Target Maximum
Final %
granted 4
territories < 20% 20% 25% 37.50% 115%
Annual variable compensation as % of fixed amount 0% 8% 10% 15% 15%

The maximum level of achievement for the target of increasing vote at the General Meeting of September 22, 2017, the Board
the number of players in certain strategic territories was exceeded of Directors approved, at the proposal of the Nomination and
and accordingly gives entitlement to the maximum bonus for this Compensation Committee, the long-term variable compensation
criterion, i.e. 15% of fixed compensation. of the Chairman and Chief Executive Officer which, for the
Accordingly, level of achievement of these objectives gives rise to financial year ended March 31, 2018, consists of the award of multi-
113.08% of annual variable compensation target, equal to a gross annual compensation index-linked to the Ubisoft Share price. This
amount of €611,492. scheme provides for the award of shadow stock options payable
in cash.
It should be noted that, pursuant to Article L. 225-37-2 subparagraph
The vesting of shadow stock options is conditional:
2 of the French Commercial Code, the payment of the variable
compensation components described above will be subject to (i) for 50%, on average Group EBIT (not a strictly accounting-based
approval by the General Meeting called to approve the financial indicator) (the “Internal Conditions”) calculated using the non-
statements for the financial year ended March 31, 2018, to be held IFRS Group EBIT figures for the financial years 2017/2018,
on June 27, 2018, in accordance with the conditions set out in Article 2018/2019 and 2019/2020; and
L. 225-100 of the French Commercial Code. (ii) for 50%, on the total shareholder return on Ubisoft Share (the
“Ubisoft TSR”) compared against the TSR of the NASDAQ
Long-term variable compensation index (the “NASDAQ TSR”), both TSRs being calculated from
In accordance with the principles and criteria for the determination, March 30, 2018 to March 29, 2021 (the “External Conditions”).
distribution and award of compensation submitted for a shareholder

For each criterion, the vesting of shadow stock options is based on the following framework:

< 80% average Group EBIT 80% average Group EBIT ≥ 100% average Group EBIT
0% of the award 80% of the award 100% of the award
Average non-IFRS Group EBIT (50%) based on the criterion based on the criterion based on the criterion

The long-term variable compensation conditional upon the The target level defined for average Group EBIT is consistent with
attainment of average Group EBIT is vested proportionately on the the objectives announced by the Group in its press release issued
attainment of the performance conditions between each threshold. at the beginning of each financial year.

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Compensation for the administrative and management bodies

The details of the performance conditions and the expected levels of achievement, set and precisely predefined, cannot be disclosed
without revealing confidential information about the Group’s strategy over the coming three financial years.

Ubisoft TSR ≥ 100%

NASDAQ TSR or Ubisoft TSR Ubisoft TSR > 115%
Ubisoft TSR < NASDAQ TSR ≤ 115% NASDAQ TSR NASDAQ TSR
Ubisoft TSR compared 0% of the award Between 70% and 100% 100% of the award
against NASDAQ TSR (50%) based on the criterion of the award based on the criterion based on the criterion

The long-term variable compensation conditional upon the Ubisoft fair market value of the share (2) and the baseline share price, per
TSR compared against the NASDAQ TSR is vested in an increasing shadow stock option.
proportion between each threshold.
The payment of long-term compensation is also subject to remaining
In addition, as the shadow stock options scheme is the closest in office as a Corporate Executive Officer.
alternative to the stock options scheme, the shadow stock options The award represents one-third of the total compensation of the
vested following assessment of the Internal and External Conditions
Chairman and Chief Executive Officer for the financial year ending
only give rise to a cash payment if the Ubisoft Share price has risen
March 31, 2018, i.e. €540,750 on the day of granting.
above the baseline price (1) set on the day of granting (€69.155).
The cash payment corresponds to the difference between the final

SUMMARY OF AWARD

Performance conditions assessed

over 3 consecutive financial years
and/or years determining
the number of shadow stock Cash payment based on the
options vested shadow stock options vested
Number of Final fair Final fair
General shadow market value of market value of
Meeting stock Baseline Internal External the share (5) the share (5)
Board of options Vesting price Condition Condition ≤ Baseline > Baseline
Directors awarded period (2) (3)
(50%) (50%) share price (2) share price (2)
General Meeting 35,623 3 consecutive €69.155 Average Group Total shareholder No payment (Final fair market
09/22/17 shadow stock financial EBIT (4) expressed return (TSR) on value of the
(10th resolution) options (1) years or as an absolute Ubisoft Share share – Baseline
Board of Directors years value, based on compared against price) x number of
meeting 03/30/18 the Group EBIT the TSR of the shadow stock
Board of Directors figures announced NASDAQ index, options vested
meeting 05/17/18 to the market both TSRs being
during the 3 calculated on the
financial years price between the
covering the grant date and the
vesting period day before the
vesting date.
(1) Subject to the achievement of conditions assessed over 3 consecutive financial years and/or years
(2) €69.155, corresponding to the average closing price of Shares on Euronext Paris for the 20 trading days prior to the Board of Directors’ meeting
(3) IFRS fair value of a shadow stock option at the grant date: €15.18
(4) Non-IFRS, average EBIT for financial years covering the vesting period (based on the Group’s annual EBIT targets announced by the Group in its press release issued at the
beginning of each financial year, in accordance with the prevailing rules)
(5) Average closing price of the Ubisoft Share during the 3 months prior to the vesting date (excluding the vesting date itself) as recorded on Euronext Paris

It should be noted that, pursuant to Article L. 225-37-2 subparagraph statements for the financial year ended March 31, 2021, in accordance
2 of the French Commercial Code, the payment of the variable with the conditions set out in Article L. 225-100 of the French
compensation components described above will be subject to Commercial Code.
approval by the General Meeting called to approve the financial

(1) €69.155, corresponding to the average closing price of Shares on Euronext Paris for the 20 trading days prior to the Board of Directors’ meeting
(2) Average closing price of the Ubisoft Share during the 3 months prior to the vesting date (excluding the vesting date itself)
as recorded on Euronext Paris

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Directors’ fees
In his role as a director, the Chairman and Chief Executive Officer also receives directors’ fees (see section 4.2.1 Compensation for
Directors – Directors’ fees).

COMPENSATION AND BENEFITS OWED AS A RESULT OF CORPORATE OFFICERS OF THE COMPANY LEAVING OFFICE
(AMF NOMENCLATURE)

Indemnities or
benefits payable or
Combination of the that may be payable
term of office with an due to termination or Compensation
employment contract Supplementary change in relating to a non-
with the Company pension scheme responsibilities compete clause
Name Yes No Yes No Yes No Yes No
Yves Guillemot
Chairman
and Chief Executive Officer ✓ ✓ ✓ ✓

Summary of compensation of the Chairman and Chief Executive Officer for the financial year ended
March 31, 2018 (AMF nomenclature)

TABLE 1: SUMMARY OF COMPENSATION, STOCK OPTIONS AND/OR SHARES GRANTED

03/31/18 03/31/17
Yves Guillemot, Chairman and Chief Executive Officer Ubisoft Other companies Ubisoft Other companies 4
Compensation due for the financial year (1) €1,192,242 - €1,070,008 -
Valuation of multi-annual variable compensation granted
during the financial year (2) €540,750 - - -
Valuation of options granted during the financial year (2) - - - -
Valuation of performance shares granted during the financial year (2) - - €221,822 -

TOTAL €1,732,992 - €1,291,830 -

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

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

03/31/18 03/31/17
Amounts Amounts Amounts Amounts
Yves Guillemot paid payable paid payable
Chairman and Chief Executive Officer (in €) (1) (in €) (2) (in €) (1) (in €) (2)
Gross fixed compensation before tax 540,750 540,750 515,004 515,004
Annual variable compensation 515,004 611,492 145,570 515,004
Multi-annual variable compensation  (3)
- 540,750  (4)
- -
Exceptional compensation - - - -
Fixed component (5) 16,000 16,000 16,000 16,000
Ubisoft directors’ fees
Variable component (5) 24,000 24,000 24,000 24,000
Benefits in kind - - - -

TOTAL 1,095,754 1,732,992 700,574 1,070,008

(1) All compensation paid to the Corporate Executive Officer for his duties over the financial year
(2) Compensation awarded to the Corporate Executive Officer for his duties during the financial year, irrespective of the payment date
(3) IFRS fair value at the award date
(4) Subject to the achievement of internal and external performance conditions (see summary table below)
(5) 40% fixed and 60% variable

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Summary table of the compensation of the Chairman and Chief Executive Officer submitted for a shareholder
vote (“Ex Post” vote)
Pursuant to Article L. 225-100, II, subparagraph 1 of the French Commercial Code, a breakdown of the total compensation and benefits
in kind, paid or granted during the financial year to the Chairman and Chief Executive Officer and submitted for a shareholder vote, is
set out here below.
5th resolution of the Combined General Meeting of June 27, 2018.

Yves Guillemot, Chairman and Chief Executive Officer

Compensation Amounts or
components due accounting
or granted valuation
Financial year ended submitted
March 31, 2018 for a vote Presentation
Compensation in force since April 1, 2017
The fixed compensation has increased by 5% in comparison with the financial year ended March 31,
Fixed gross 2017, in order to reflect the growth of the Ubisoft Group, particularly in terms of its sales, market
€540,750
compensation capitalization and headcount. This increase also enables a gradual closing of the gap between the
compensation received byYves Guillemot and that paid to the Corporate Executive Officers of comparable
companies.
Annual variable compensation with a target corresponding to 100% of fixed compensation and a
maximum corresponding to 150% of fixed compensation, based on quantitative and qualitative
criteria.
♦ Quantitative criteria: 90% of fixed compensation in the event that the performance conditions
are attained, and a maximum 135% of fixed compensation, increasing proportionately between
the minimum threshold and the target, then between the target and the maximum.

Performance conditions Achievement

Quantitative criteria of objectives
< Final %
Indicator Threshold Threshold Target Maximum granted
Total sales (in € millions) < 1,360 1,360 1,700 2,550 1,732
Annual variable compensation
as % of fixed amount 0% 24% 30% 45% 30.56%
% of Group EBIT (1) versus sales < 12.72% 12.72% 15.90% 23.85% 17.32%
Annual variable compensation
as % of fixed amount 0% 24% 30% 45% 32.72%
% digital sales versus sales < 40% 40% 50% 75% 58%
Annual variable compensation
as % of fixed amount 0% 24% 30% 45% 34.80%
Annual variable
€611,492 (1) Non-IFRS
compensation
The three objectives in relation to total sales, % of Group EBIT versus total sales and % of digital
sales versus total sales exceed the target initially communicated without, however, reaching
their maximum threshold. They thus give rise to 30.56%, 32.72% and 34.80% respectively, i.e.
98.08% of total fixed compensation for the quantifiable criteria.
♦ Quantitative criteria: 10% of fixed compensation in the event that the performance conditions
are attained, and a maximum 15% of fixed compensation, increasing proportionately between
the minimum threshold and the target, then between the target and the maximum.

Performance conditions Achievement

Qualitative criterion of objectives
< Final %
Indicator Threshold Threshold Target Maximum granted
Increase of number of players
in certain strategic territories < 20% 20% 25% 37.50% 115%
Annual variable compensation
as % of fixed amount 0% 8% 10% 15% 15%
The maximum level of achievement for the target of increasing the number of players in certain
strategic territories was exceeded and accordingly gives entitlement to the maximum bonus for this
criterion, i.e. 15% of fixed compensation.
Accordingly, level of achievement of these objectives gives rise to 113.08% of annual variable
compensation target, equal to a gross amount of €611,492.

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Yves Guillemot, Chairman and Chief Executive Officer

Compensation Amounts or
components due accounting
or granted valuation
Financial year ended submitted
March 31, 2018 for a vote Presentation
Deferred variable
N/A The principle of a deferred variable compensation is not envisaged
compensation
The long-term variable compensation consists of an award of 35,623 shadow stock options, payable
in cash.
As the shadow stock options scheme is the closest alternative to the stock options scheme, the
shadow stock options vested following assessment of the internal and external performance conditions,
set out below, only give rise to a cash payment if the Ubisoft Share price has risen above the baseline
price (1) set on the day of granting (€69.155).The cash payment corresponds to the difference between
the final fair market value (2) of the share and the baseline share price, per shadow stock option.
This award is subject to the internal and external performance conditions described here below.
It will also be conditional upon remaining in office as a Corporate Executive Officer.
The vesting of shadow stock options is conditional:
(i) for 50%, on average Group EBIT (not a strictly accounting-based indicator) (the “Internal
Conditions”) calculated using the non-IFRS Group EBIT figures for the financial years
2017/2018, 2018/2019 and 2019/2020; and
(ii) for 50%, on the total shareholder return on Ubisoft Share (the “Ubisoft TSR”) compared
against the TSR of the NASDAQ index (the “NASDAQ TSR”), both TSRs being calculated from
March 30, 2018 to March 29, 2021 (the “External Conditions”).
For each criterion, the vesting of shadow stock options is based on the following framework:

Average non-IFRS Group EBIT (50%)

< 80% average
Group EBIT
0% of the
80% average ≥ 100% average
Group EBIT
80% of the
Group EBIT
100% of the
4
€540,750 award based award based award based
Multi-annual variable
(accounting on the criterion on the criterion on the criterion
compensation
valuation)
The long-term variable compensation conditional upon the attainment of average Group EBIT is
vested proportionately on the attainment of the performance conditions between each threshold.
The target level defined for average Group EBIT is consistent with the objectives announced by the
Group in its press release issued at the beginning of each financial year.
The details of the performance conditions and the expected levels of achievement, set and precisely
predefined, cannot be disclosed without revealing confidential information about the Group’s strategy
over the coming three financial years. The Group commits to communicating the results attained
in relation to the target as part of the Registration Document for FY 2020.

Ubisoft TSR ≥
100%
NASDAQ TSR
or Ubisoft TSR Ubisoft TSR
Ubisoft TSR ≤ 115% > 115%
< NASDAQ TSR NASDAQ TSR NASDAQ TSR
Ubisoft TSR compared against the 0% of the award Between 70% 100% of the
NASDAQ index TSR (50%) based on the and 100% of the award based on
criterion award based on the criterion
the criterion
The long-term variable compensation conditional upon the Ubisoft TSR compared against the
NASDAQ TSR is vested in an increasing proportion between each threshold.
Annual exceptional The principle of exceptional compensation was not retained for the financial  year ended
N/A
compensation March 31, 2018
N/A
Stock options (accounting No stock options were granted to Yves Guillemot during this financial year
valuation)
N/A
Performance shares (accounting No performance shares were granted to Yves Guillemot during this financial year
valuation)

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Yves Guillemot, Chairman and Chief Executive Officer

Compensation Amounts or
components due accounting
or granted valuation
Financial year ended submitted
March 31, 2018 for a vote Presentation
Other long-term
compensation
components
N/A No allocation of long-term compensation components was carried out
(redeemable equity
warrants, equity
warrants, etc.)
€40,000 in total
Fixed: 40% is paid in two equal installments in April (for the period from April 1 to September 30)
and in October (for the period from October 1 to March 31)
Variable (3): 60% paid in March prorated in accordance with the Board members’ attendance at Board
Directors’ fees (gross) €40,000
meetings held during the financial year within the following proportions:
♦ less than 50% attendance at Board meetings: no payment of the variable component;
♦ attendance at Board meetings between 50% and 75%: half of the variable component is paid;
♦ attendance at Board meetings greater than 75%: all of the variable component is paid

Benefits in kind N/A Yves Guillemot does not receive any benefits in kind
Severance payment N/A No commitment of this type exists
Non-compete indemnity N/A There is no non-compete clause applicable
Supplementary pension
N/A Yves Guillemot is not eligible for a supplementary pension scheme
scheme
(1) €69.155, corresponding to the average closing price of the Ubisoft Share on Euronext Paris for the 20 trading days prior to the Board of Directors’ meeting
(2) Average closing price of the Ubisoft Share during the 3 months prior to the vesting date (excluding the vesting date itself) as recorded on Euronext Paris
(3) Attendance rate at Board of Directors’ meetings for the financial year ended 03/31/18 indicated in section 4.1.3.2

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COMPENSATION OF EXECUTIVE VICE PRESIDENTS

Breakdown of compensation of the Executive Vice Presidents for the financial year ended March 31, 2018

Annual fixed compensation received by the Executive Vice Presidents

Executive Vice Presidents Annual gross compensation

Claude Guillemot €62,496 Compensation unchanged since June 1, 2008
Michel Guillemot €62,496 Compensation increased on April 1, 2017
Gérard Guillemot €62,496 Compensation unchanged since January 1, 2011
Christian Guillemot €62,496 Compensation unchanged since June 1, 2008

The fixed compensation of Claude, Gérard and Christian Guillemot index-linked to the Ubisoft Share price. This scheme provides for
did not change during the financial year ended March 31, 2018. The the award of shadow stock options payable in cash.
fixed compensation of Michel Guillemot increased in order to bring it The vesting of shadow stock options is conditional:
in line with the compensation of the other Executive Vice Presidents.
(i) for 50%, on average Group EBIT (not a strictly accounting-based
Long-term variable compensation
indicator) (the “Internal Conditions”) calculated using the non-
IFRS Group EBIT figures for the financial years 2017/2018,
In accordance with the principles and criteria for the determination,
2018/2019 and 2019/2020; and
distribution and award of compensation submitted for a shareholder
vote at the General Meeting of September 22, 2017, the Board (ii) for 50%, on the total shareholder return on Ubisoft Share (the
of Directors approved, at the proposal of the Nomination and “Ubisoft TSR”) compared against the TSR of the NASDAQ
Compensation Committee, the long-term variable compensation index (the “NASDAQ TSR”), both TSRs being calculated from
of the Executive Vice Presidents which, for the financial year ended March 30, 2018 to March 29, 2021 (the “External Conditions”).
March 31, 2018, consists of the award of multi-annual compensation 4
For each criterion, the vesting of shadow stock options is based on the following framework:

< 80% average Group EBIT 80% average Group EBIT ≥ 100% average Group EBIT
0% of the award 80% of the award 100% of the award
Average non-IFRS Group EBIT (50%) based on the criterion based on the criterion based on the criterion

The long-term variable compensation conditional upon the The target level defined for average Group EBIT is consistent with
attainment of average Group EBIT is vested proportionately on the the objectives announced by the Group in its press release issued
attainment of the performance conditions between each threshold. at the beginning of each financial year.

The details of the performance conditions and the expected levels of achievement, set and precisely predefined, cannot be disclosed
without revealing confidential information about the Group’s strategy over the coming three financial years.

Ubisoft TSR ≥ 100%

NASDAQ TSR or Ubisoft TSR Ubisoft TSR > 115%
Ubisoft TSR < NASDAQ TSR ≤ 115% NASDAQ TSR NASDAQ TSR
Ubisoft TSR compared against 0% of the award Between 70% and 100% of the 100% of the award
NASDAQ TSR (50%) based on the criterion award based on the criterion based on the criterion

The long-term variable compensation conditional upon the Ubisoft The cash payment corresponds to the difference between the final
TSR compared against the NASDAQ TSR is vested in an increasing fair market value of the share (2) and the baseline share price, per
proportion between each threshold. shadow stock option.
In addition, as the shadow stock options scheme is the closest The payment of long-term compensation is also subject to remaining
alternative to the stock options scheme, the shadow stock options in office as a Corporate Executive Officer.
vested following assessment of the Internal and External Conditions
The award represents 50% of the total compensation of the
only give rise to a cash payment if the Ubisoft Share price has risen
Executive Vice Presidents for the financial year ended March 31,
above the baseline price (1) set on the day of granting (€69.155).
2018, i.e.€62,496 on the date of granting.

(1) €69.155, corresponding to the average closing price of Shares on Euronext Paris for the 20 trading days prior to the Board of Directors’ meeting
(2) Average closing price of the Ubisoft Share during the 3 months prior to the vesting date (excluding the vesting date itself) as recorded on Euronext Paris

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SUMMARY OF AWARD

General Meeting Number of shadow stock Vesting period and

Board of Directors Executive Vice Presidents options awarded baseline price (2) (3)
General Meeting 09/22/17 4,117 Vesting period:
(10th resolution) Claude Guillemot shadow stock options (1) 3 consecutive financial years
Board of Directors meeting 03/30/18 4,117 or years
Board of Directors meeting 05/17/18 Michel Guillemot shadow stock options (1) Baseline price: €69.155

4,117
Gérard Guillemot shadow stock options (1)
4,117
Christian Guillemot shadow stock options (1)
(1) Subject to the achievement of performance conditions assessed over 3 consecutive financial years and/or years
(2) €69.155, corresponding to the average closing price of Shares on Euronext Paris for the 20 trading days prior to the Board of Directors’ meeting
(3) IFRS fair value of a shadow stock option at the grant date: €15.18
(4) Non-IFRS, average EBIT for financial years covering the vesting period (based on the Group’s annual EBIT targets announced by the Group in its press release issued
at the beginning of each financial year, in accordance with the prevailing rules)
(5) Average closing price of the Ubisoft Share during the 3 months prior to the vesting date (excluding the vesting date itself) as recorded on Euronext Paris

It should be noted that, pursuant to Article L. 225-37-2 subparagraph statements for the financial year ended March 31, 2021, in accordance
2 of the French Commercial Code, the payment of the variable with the conditions set out in Article L. 225-100 of the French
compensation components described above will be subject to Commercial Code.
approval by the General Meeting called to approve the financial

Directors’ fees
In their role as directors, the Executive Vice Presidents also receive directors’ fees (see section 4.2.1 Compensation for Directors –
Directors’ fees ).

COMPENSATION AND BENEFITS OWED AS A RESULT OF CORPORATE OFFICERS OF THE COMPANY LEAVING OFFICE
(AMF NOMENCLATURE)

Combination of the
term of office with Indemnities or benefits
an employment payable or that may be Compensation
contract with Supplementary payable due to termination or relating to a
the Company pension scheme change in responsibilities non-compete clause
Name Yes No Yes No Yes No Yes No
Claude Guillemot
Executive Vice President ✓ ✓ ✓ ✓
Michel Guillemot
Executive Vice President ✓ ✓ ✓ ✓
Gérard Guillemot
Executive Vice President ✓ ✓ ✓ ✓
Christian Guillemot
Executive Vice President ✓ ✓ ✓ ✓

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Performance conditions assessed over 3 consecutive

financial years and/or years determining the number of shadow
stock options vested Cash payment based on the shadow stock options vested
Final fair market value of the Final fair market value of the
Internal Condition (50%) External Condition (50%) share (5) ≤ Baseline price (2) share (5) > Baseline price (2)
Average Group EBIT (4) expressed Total shareholder return (TSR) No payment (Final fair market value
as an absolute value, based on Ubisoft Share compared against of the share – Baseline price)
on the Group EBIT figures the TSR of the NASDAQ index, x number of shadow
announced to the market during both TSRs being calculated on the stock options vested
the 3 financial years covering price between the grant date and
the vesting period the day before the vesting date.

4
Standardized tables in accordance with AMF recommendations

SUMMARY OF COMPENSATION AND OF STOCK OPTIONS AND SHARES GRANTED TO EACH EXECUTIVE VICE PRESIDENT

03/31/18 03/31/17
Claude Guillemot, Executive Vice President Ubisoft Other companies Ubisoft Other companies
Compensation due for the financial year (1) €102,496 - €62,496 -
Valuation of multi-annual variable compensation
awarded in the financial year (2) €62,496 - - -
Valuation of options granted during the financial year (2) - - €50,149 -
Valuation of performance shares granted
during the financial year - - - -

TOTAL €164,992 - €112,645 -

03/31/18 03/31/17
Michel Guillemot, Executive Vice President Ubisoft Other companies Ubisoft Other companies
Compensation due for the financial year  (1)
€102,496 - €24,000 -
Valuation of multi-annual variable compensation
awarded in the financial year (2) €62,496 - - -
Valuation of options granted during the financial year  (2)
- - €50,149 -
Valuation of performance shares granted
during the financial year - - - -

TOTAL €164,992 - €74,149 -

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03/31/18 03/31/17
Gérard Guillemot, Executive Vice President Ubisoft Other companies Ubisoft Other companies
Compensation due for the financial year  (1)
€102,496 €595,352  (3)
€62,496 €613,645 (3)
Valuation of multi-annual variable compensation
awarded in the financial year (2) €62,496 - - -
Valuation of options granted during the financial year  (2)
- - €50,149 -
Valuation of performance shares granted
during the financial year - - -

TOTAL €164,992 €595,352 €112,645 €613,645

03/31/18 03/31/17
Christian Guillemot, Executive Vice President Ubisoft Other companies Ubisoft Other companies
Compensation due for the financial year (1) €102,496 - €62,496 -
Valuation of multi-annual variable compensation
awarded in the financial year (2) €62,496 - - -
Valuation of options granted during the financial year (2) - - €50,149 -
Valuation of performance shares granted
during the financial year - - - -

TOTAL €164,992 - €112,645 -

(1) Details given in Table 2 below, “Summary of compensation”
(2) IFRS fair value at the award date
(3) For his duties as CEO of the film business

SUMMARY OF COMPENSATION PAID TO EXECUTIVE VICE PRESIDENTS BY THE ISSUER AND BY ALL COMPANIES
(ARTICLE L. 233-16 OF THE FRENCH COMMERCIAL CODE)

03/31/18 03/31/17
Amounts Amounts Amounts Amounts
Claude Guillemot paid payable paid payable
Executive Vice President (in €) (1) (in €) (2) (in €) (1) (in €) (2)
Gross fixed compensation before tax 62,496 62,496 62,496 62,496
Annual variable compensation - - - -
Multi-annual variable compensation - 62,496  (3)
- -
Exceptional compensation - - - -
Fixed component (4) 16,000 16,000 16,000 16,000
Ubisoft directors’ fees
Variable component (4) 24,000 24,000 24,000 24,000
Benefits in kind - - - -

TOTAL 102,496 164,992 102,496 102,496

(1) All compensation paid to the Corporate Executive Officer for his duties over the financial year
(2) Compensation awarded to the Corporate Executive Officer for his duties over the financial year, irrespective of the date of payment
(3) Subject to the achievement of internal and external performance conditions (see summary table below)
(4) 40% fixed and 60% variable

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03/31/18 03/31/17
Amounts Amounts Amounts Amounts
Michel Guillemot paid payable paid payable
Executive Vice President (in €) (1) (in €) (2) (in €) (1) (in €) (2)
Gross fixed compensation before tax 62,496 62,496 24,000 24,000
Annual variable compensation - - - -
Multi-annual variable compensation - 62,496 (3) - -
Exceptional compensation - - - -
Fixed component  (4)
16,000 16,000 16,000 16,000
Ubisoft directors’ fees
Variable component (4) 24,000 24,000 24,000 24,000
Benefits in kind - - - -

TOTAL 102,496 164,992 64,000 64,000

03/31/18 03/31/17
Amounts Amounts Amounts Amounts
Gérard Guillemot paid payable paid payable
Executive Vice President (in €) (1) (in €) (2) (in €) (1) (in €) (2)
Gross fixed compensation before tax 657,848 (5) 657,848 (5) 653,349 (5) 653,349 (5)
Annual variable compensation - - - -
Multi-annual variable compensation
Exceptional compensation
-
-
62,496 (3)
-
-
-
-
- 4
Fixed component  (4)
16,000 16,000 16,000 16,000
Ubisoft directors’ fees
Variable component (4) 24,000 24,000 24,000 24,000
Benefits in kind 22,782 22,782

TOTAL 697,848 760,344 716,141 716,141

03/31/18 03/31/17
Amounts Amounts Amounts Amounts
Christian Guillemot paid payable paid payable
Executive Vice President (in €) (1) (in €) (2) (in €) (1) (in €) (2)
Gross fixed compensation before tax 62,496 62,496 62,496 62,496
Annual variable compensation - - - -
Multi-annual variable compensation - 62,496 (3) - -
Exceptional compensation - - - -
Fixed component  (4)
16,000 16,000 16,000 16,000
Ubisoft directors’ fees
Variable component (4) 24,000 24,000 24,000 24,000
Benefits in kind - - - -

TOTAL 102,496 164,992 102,496 102,496

(1) All compensation paid to the Corporate Executive Officer for his duties over the financial year
(2) Compensation awarded to the Corporate Executive Officer for his duties over the financial year, irrespective of the date of payment
(3) Subject to the achievement of internal and external performance conditions (see summary table below)
(4) 40% fixed and 60% variable
(5) Of which €595,352 for his duties as CEO of the film business

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Summary table of the compensation of the Executive Vice Presidents submitted for a shareholder vote
(“Ex Post” vote)
Pursuant to Article L. 225-100, II, subparagraph 1 of the French Commercial Code, a breakdown of the total compensation and benefits in
kind, paid or granted during the financial year to the Executive Vice Presidents and submitted for a shareholder vote, is set out here below.
6th to 9th resolutions of the Combined General Meeting of June 27, 2018.

Claude guillemot, Executive Vice President

Compensation
components due Amounts or
or granted accounting
Financial year valuation
ended March  submitted
31, 2018 for a vote Presentation
Fixed gross €62,496 Compensation in force since June 1, 2008
compensation
Annual variable
N/A The principle of an annual variable compensation is not envisaged
compensation
Deferred variable
N/A The principle of a deferred variable compensation is not envisaged
compensation
The long-term variable compensation consists of an award of 4,117 shadow stock options, payable
in cash.
As the shadow stock options scheme is the closest alternative to the stock options scheme, the
shadow stock options vested following assessment of the internal and external performance conditions,
set out below, only give rise to a cash payment if the Ubisoft Share price has risen above the baseline
price (1) set on the day of granting (€69.155).The cash payment corresponds to the difference between
the final fair market value (2) of the share and the baseline share price, per shadow stock option.
This award is subject to the internal and external performance conditions described here below.
It will also be conditional upon remaining in office as a Corporate Executive Officer.
The vesting of shadow stock options is conditional:
(i) for 50%, on average Group EBIT (not a strictly accounting-based indicator) (the “Internal
Conditions”) calculated using the non-IFRS Group EBIT figures for the financial years 2017/2018,
2018/2019 and 2019/2020; and
(ii) for 50%, on the total shareholder return on Ubisoft Share (the “UbisoftTSR”) compared against
theTSR of the NASDAQ index (the “NASDAQ TSR”), bothTSRs being calculated from March 30,
2018 to March 29, 2021 (the “External Conditions”).
For each criterion, the vesting of shadow stock options is based on the following framework:

< 80% average 80% average ≥ 100% average

Group EBIT Group EBIT Group EBIT
€62,496 Average Group EBIT (50%) 0% of the award 80% of the award 100% of the
Multi-annual variable
(accounting based on based on award based
compensation
valuation) the criterion the criterion on the criterion
The long-term variable compensation conditional upon the attainment of average Group EBIT is
vested proportionately on the attainment of the performance conditions between each threshold.
The target level defined for average Group EBIT is consistent with the objectives announced by the
Group in its press release issued at the beginning of each financial year.
The details of the performance conditions and the expected levels of achievement, set and precisely
predefined, cannot be disclosed without revealing confidential information about the Group’s strategy
over the coming three financial years. The Group commits to communicating the results attained
in relation to the target as part of the Registration Document for FY 2020.

Ubisoft TSR ≥ 100%

NASDAQ TSR
or Ubisoft TSR ≤ Ubisoft TSR
Ubisoft TSR 115% > 115%
< NASDAQ TSR NASDAQ TSR NASDAQTSR
Ubisoft TSR compared against 0% of the award Between 70% and 100% of the
the NASDAQ index TSR (50%) based on 100% of the award award based
the criterion based on the criterion on the criterion
The long-term variable compensation conditional upon the Ubisoft TSR compared against
the NASDAQ TSR is vested in an increasing proportion between each threshold.

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Claude guillemot, Executive Vice President

Compensation
components due Amounts or
or granted accounting
Financial year valuation
ended March  submitted
31, 2018 for a vote Presentation
Exceptional
N/A The principle of an annual exceptional compensation is not envisaged
compensation
Stock options N/A No stock options were granted to Claude Guillemot during this financial year
Performance shares N/A No performance shares were granted to Claude Guillemot during this financial year
Other long-term
compensation
components
N/A No allocation of long-term compensation components was carried out
(redeemable equity
warrants, equity
warrants, etc.)
€40,000 in total
Fixed: 40% is paid in two equal installments in April (for the period from April 1 to September 30)
and in October (for the period from October 1 to March 31)
Variable (3): 60% paid in March prorated in accordance with the Board members’ attendance at Board
Directors’ fees (gross) €40,000
meetings held during the financial year within the following proportions:
♦ less than 50% attendance at Board meetings: no payment of the variable component;
♦ attendance at Board meetings between 50% and 75%: half of the variable component is paid;
♦ attendance at Board meetings greater than 75%: all of the variable component is paid.

Benefits in kind
Severance payment
N/A
N/A
Claude Guillemot does not receive any benefits in kind
No commitment of this type exists
4
Non-compete indemnity N/A There is no non-compete clause applicable
Supplementary
N/A Claude Guillemot is not eligible for a supplementary pension scheme
pension scheme
(1) €69.155, corresponding to the average closing price of the Ubisoft Share on Euronext Paris for the 20 trading days prior to the Board of Directors’ meeting
(2) Average closing price of the Ubisoft Share during the 3 months prior to the vesting date (excluding the vesting date itself) as recorded on Euronext Paris
(3) Attendance rate at Board of Directors’ meetings for the financial year ended 03/31/18 indicated in section 4.1.3.2

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Michel Guillemot, Executive Vice President

Compensation
components due Amounts or
or granted accounting
Financial year valuation
ended March  submitted
31, 2018 for a vote Presentation
Fixed gross annual Fixed compensation increased from April 1, 2017 in order to bring it in line with the compensation
€62,496
compensation of the other Executive Vice Presidents.
Annual variable
N/A The principle of an annual variable compensation is not envisaged
compensation
Deferred variable
N/A The principle of a deferred variable compensation is not envisaged
compensation
The long-term variable compensation consists of an award of 4,117 shadow stock options, payable
in cash.
As the shadow stock options scheme is the closest alternative to the stock options scheme, the
shadow stock options vested following assessment of the internal and external performance conditions,
set out below, only give rise to a cash payment if the Ubisoft Share price has risen above the baseline
price (1) set on the day of granting (€69.155).The cash payment corresponds to the difference between
the final fair market value (2) of the share and the baseline share price, per shadow stock option.
This award is subject to the internal and external performance conditions described here below.
It will also be conditional upon remaining in office as a Corporate Executive Officer.
The vesting of shadow stock options is conditional:
(i) for 50%, on average Group EBIT (not a strictly accounting-based indicator) (the “Internal
Conditions”) calculated using the non-IFRS Group EBIT figures for the financial years 2017/2018,
2018/2019 and 2019/2020; and
(ii) for 50%, on the total shareholder return on Ubisoft Share (the “UbisoftTSR”) compared against
theTSR of the NASDAQ index (the “NASDAQ TSR”), bothTSRs being calculated from March 30,
2018 to March 29, 2021 (the “External Conditions”).
For each criterion, the vesting of shadow stock options is based on the following framework:

< 80% average 80% average ≥ 100% average

Group EBIT Group EBIT Group EBIT
€62,496
Multi-annual variable Average Group EBIT (50%) 0% of the award 80% of the award 100% of the
(accounting
compensation based on based on award based
valuation)
the criterion the criterion on the criterion
The long-term variable compensation conditional upon the attainment of average Group EBIT
is vested proportionately on the attainment of the performance conditions between each threshold.
The target level defined for average Group EBIT is consistent with the objectives announced by the
Group in its press release issued at the beginning of each financial year.
The details of the performance conditions and the expected levels of achievement, set and precisely
predefined, cannot be disclosed without revealing confidential information about the Group’s strategy
over the coming three financial years. The Group commits to communicating the results attained
in relation to the target as part of the Registration Document for FY 2020.

Ubisoft TSR ≥ 100%

NASDAQ TSR or Ubisoft TSR
Ubisoft TSR < Ubisoft TSR ≤ 115% > 115%
NASDAQ TSR NASDAQ TSR NASDAQ TSR
Ubisoft TSR compared against 0% of the award Between 70% and 100% of the
the NASDAQ index TSR (50%) based on the 100% of the award award based on
criterion based on the criterion the criterion
The long-term variable compensation conditional upon the Ubisoft TSR compared against the
NASDAQ TSR is vested in an increasing proportion between each threshold.
Exceptional
N/A The principle of an annual exceptional compensation is not envisaged
compensation
Stock options N/A No stock options were granted to Michel Guillemot during this financial year
Performance shares N/A No performance shares were granted to Michel Guillemot during this financial year

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Michel Guillemot, Executive Vice President

Compensation
components due Amounts or
or granted accounting
Financial year valuation
ended March  submitted
31, 2018 for a vote Presentation
Other long-term
compensation
components
N/A No allocation of long-term compensation components was carried out
(redeemable equity
warrants, equity
warrants, etc.)
€40,000 in total
Fixed: 40% is paid in two equal installments in April (for the period from April 1 to September 30)
and in October (for the period from October 1 to March 31)
Variable (3): 60% paid in March prorated in accordance with the Board members’ attendance at Board
Directors’ fees (gross) €40,000
meetings held during the financial year within the following proportions:
♦ less than 50% attendance at Board meetings: no payment of the variable component;
♦ attendance at Board meetings between 50% and 75%: half of the variable component is paid;
♦ attendance at Board meetings greater than 75%: all of the variable component is paid

Benefits in kind N/A Michel Guillemot does not receive any benefits in kind
Severance payment N/A No commitment of this type exists
Non-compete indemnity N/A There is no non-compete clause applicable
Supplementary pension
scheme
N/A Michel Guillemot is not eligible for a supplementary pension scheme

(1) €69.155, corresponding to the average closing price of the Ubisoft Share on Euronext Paris for the 20 trading days prior to the Board of Directors’ meeting
4
(2) Average closing price of the Ubisoft Share during the 3 months prior to the vesting date (excluding the vesting date itself) as recorded on Euronext Paris
(3) Attendance rate at Board of Directors’ meetings for the financial year ended 03/31/18 indicated in section 4.1.3.2

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Gérard Guillemot, Executive Vice President

Compensation
components due Amounts or
or granted accounting
Financial year valuation
ended March  submitted
31, 2018 for a vote Presentation
Fixed gross annual
€62,496 Compensation in force since January 1, 2011
compensation
Annual variable
N/A The principle of an annual variable compensation is not envisaged
compensation
Deferred variable
N/A The principle of a deferred variable compensation is not envisaged
compensation
The long-term variable compensation consists of an award of 4,117 shadow stock options, payable
in cash.
As the shadow stock options scheme is the closest alternative to the stock options scheme, the
shadow stock options vested following assessment of the internal and external performance conditions,
set out below, only give rise to a cash payment if the Ubisoft Share price has risen above the baseline
price (1) set on the day of granting (€69.155).The cash payment corresponds to the difference between
the final fair market value (2) of the share and the baseline share price, per shadow stock option.
This award is subject to the internal and external performance conditions described here below. It
will also be conditional upon remaining in office as a Corporate Executive Officer.
The vesting of shadow stock options is conditional:
(i) for 50%, on average Group EBIT (not a strictly accounting-based indicator) (the “Internal
Conditions”) calculated using the non-IFRS Group EBIT figures for the financial years 2017/2018,
2018/2019 and 2019/2020; and
(ii) for 50%, on the total shareholder return on Ubisoft Share (the “UbisoftTSR”) compared against
theTSR of the NASDAQ index (the “NASDAQ TSR”), bothTSRs being calculated from March 30,
2018 to March 29, 2021 (the “External Conditions”).
For each criterion, the vesting of shadow stock options is based on the following framework:

< 80% average 80% average ≥ 100% average

Group EBIT Group EBIT Group EBIT
€62,496
Multi-annual variable Average Group EBIT (50%) 0% of the award 80% of the award 100% of the
(accounting
compensation based on based on award based
valuation)
the criterion the criterion on the criterion
The long-term variable compensation conditional upon the attainment of average Group EBIT is
vested proportionately on the attainment of the performance conditions between each threshold.
The target level defined for average Group EBIT is consistent with the objectives announced by the
Group in its press release issued at the beginning of each financial year.
The details of the performance conditions and the expected levels of achievement, set and precisely
predefined, cannot be disclosed without revealing confidential information about the Group’s strategy
over the coming three financial years. The Group commits to communicating the results attained
in relation to the target as part of the Registration Document for FY 2020.

Ubisoft TSR ≥ 100%

NASDAQ TSR or Ubisoft TSR
Ubisoft TSR < Ubisoft TSR ≤ 115% > 115%
NASDAQ TSR NASDAQ TSR NASDAQ TSR
Ubisoft TSR compared against 0% of the award Between 70% and 100% of the
the NASDAQ index TSR (50%) based on the 100% of the award award based on
criterion based on the criterion the criterion
The long-term variable compensation conditional upon the Ubisoft TSR compared against the
NASDAQ TSR is vested in an increasing proportion between each threshold.
Exceptional
N/A The principle of an annual exceptional compensation is not envisaged
compensation
Stock options N/A No stock options were granted to Gérard Guillemot during this financial year
Performance shares N/A No performance shares were granted to Gérard Guillemot during this financial year

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Gérard Guillemot, Executive Vice President

Compensation
components due Amounts or
or granted accounting
Financial year valuation
ended March  submitted
31, 2018 for a vote Presentation
Other long-term
compensation
components
N/A No allocation of long-term compensation components was carried out
(redeemable equity
warrants, equity
warrants, etc.)
€40,000 in total
Fixed: 40% is paid in two equal installments in April (for the period from April 1 to September 30)
and in October (for the period from October 1 to March 31)
Variable (3): 60% paid in March prorated in accordance with the Board members’ attendance at Board
Directors’ fees (gross) €40,000
meetings held during the financial year within the following proportions:
♦ less than 50% attendance at Board meetings: no payment of the variable component;
♦ attendance at Board meetings between 50% and 75%: half of the variable component is paid;
♦ attendance at Board meetings greater than 75%: all of the variable component is paid.

Benefits in kind N/A Gérard Guillemot does not receive any benefits in kind
Severance payment N/A No commitment of this type exists
Non-compete indemnity N/A There is no non-compete clause applicable
Supplementary
pension scheme
N/A Gérard Guillemot is not eligible for a supplementary pension scheme

(1) €69.155, corresponding to the average closing price of the Ubisoft Share on Euronext Paris for the 20 trading days prior to the Board of Directors’ meeting
4
(2) Average closing price of the Ubisoft Share during the 3 months prior to the vesting date (excluding the vesting date itself) as recorded on Euronext Paris
(3) Attendance rate at Board of Directors’ meetings for the financial year ended 03/31/18 indicated in section 4.1.3.2

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Christian Guillemot, Executive Vice President

Compensation
components due Amounts or
or granted accounting
Financial year valuation
ended March  submitted
31, 2018 for a vote Presentation
Fixed gross annual
€62,496 Compensation in force since June 1, 2008
compensation
Annual variable
N/A The principle of an annual variable compensation is not envisaged
compensation
Deferred variable
N/A The principle of a deferred variable compensation is not envisaged
compensation
The long-term variable compensation consists of an award of 4,117 shadow stock options, payable
in cash.
As the shadow stock options scheme is the closest alternative to the stock options scheme, the
shadow stock options vested following assessment of the internal and external performance conditions,
set out below, only give rise to a cash payment if the Ubisoft Share price has risen above the baseline
price (1) set on the day of granting (€69.155).The cash payment corresponds to the difference between
the final fair market value (2) of the share and the baseline share price, per shadow stock option.
This award is subject to the internal and external performance conditions described here below.
It will also be conditional upon remaining in office as a Corporate Executive Officer.
The vesting of shadow stock options is conditional:
(i) for 50%, on average Group EBIT (not a strictly accounting-based indicator) (the “Internal
Conditions”) calculated using the non-IFRS Group EBIT figures for the financial years 2017/2018,
2018/2019 and 2019/2020; and
(ii) for 50%, on the total shareholder return on Ubisoft Share (the “UbisoftTSR”) compared against
the TSR of the NASDAQ index (the “NASDAQ  TSR”), both TSRs being calculated from
March 30, 2018 to March 29, 2021 (the “External Conditions”).
For each criterion, the vesting of shadow stock options is based on the following framework:

< 80% average 80% average ≥ 100% average

Group EBIT Group EBIT Group EBIT
€62,496
Multi-annual variable Average Group EBIT (50%) 0% of the award 80% of the award 100% of the
(accounting
compensation based on based on award based
valuation)
the criterion the criterion on the criterion
The long-term variable compensation conditional upon the attainment of average Group EBIT is
vested proportionately on the attainment of the performance conditions between each threshold.
The target level defined for average Group EBIT is consistent with the objectives announced by the
Group in its press release issued at the beginning of each financial year.
The details of the performance conditions and the expected levels of achievement, set and precisely
predefined, cannot be disclosed without revealing confidential information about the Group’s strategy
over the coming three financial years. The Group commits to communicating the results attained
in relation to the target as part of the Registration Document for FY 2020.

Ubisoft TSR ≥ 100%

NASDAQ TSR or Ubisoft TSR
Ubisoft TSR < Ubisoft TSR ≤ 115% > 115%
NASDAQ TSR NASDAQ TSR NASDAQ TSR
Ubisoft TSR compared against 0% of the Between 70% and 100% of the
the NASDAQ index TSR (50%) award based 100% of the award award based
on the criterion based on the criterion on the criterion
The long-term variable compensation conditional upon the Ubisoft TSR compared against
the NASDAQ TSR is vested in an increasing proportion between each threshold.
Exceptional
N/A The principle of an annual exceptional compensation is not envisaged
compensation
Stock options N/A No stock options were granted to Christian Guillemot during this financial year
N/A
Performance shares (accounting No performance shares were granted to Christian Guillemot during this financial year
valuation)

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Christian Guillemot, Executive Vice President

Compensation
components due Amounts or
or granted accounting
Financial year valuation
ended March  submitted
31, 2018 for a vote Presentation
Other long-term
compensation
components
N/A No allocation of long-term compensation components was carried out
(redeemable equity
warrants, equity
warrants, etc.)
€40,000 in total
Fixed: 40% is paid in two equal installments in April (for the period from April 1 to September 30)
and in October (for the period from October 1 to March 31)
Variable (3): 60% paid in March prorated in accordance with the Board members’ attendance at Board
Directors’ fees (gross) €40,000
meetings held during the financial year within the following proportions:
♦ less than 50% attendance at Board meetings: no payment of the variable component;
♦ attendance at Board meetings between 50% and 75%: half of the variable component is paid;
♦ attendance at Board meetings greater than 75%: all of the variable component is paid.

Benefits in kind N/A Christian Guillemot does not receive any benefits in kind
Severance payment N/A No commitment of this type exists
Non-compete indemnity N/A There is no non-compete clause applicable
Supplementary
pension scheme
N/A Christian Guillemot is not eligible for a supplementary pension scheme

(1) €69.155, corresponding to the average closing price of the Ubisoft Share on Euronext Paris for the 20 trading days prior to the Board of Directors’ meeting
4
(2) Average closing price of the Ubisoft Share during the 3 months prior to the vesting date (excluding the vesting date itself) as recorded on Euronext Paris
(3) Attendance rate at Board of Directors’ meetings for the financial year ended 03/31/18 indicated in section 4.1.3.2

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❙ 4.2.3 REPORTS ON THE ALLOCATION They effectively help to:

OF OPTIONS OR FREE SHARES ♦ foster entrepreneurial spirit, which has always been one of the
fundamental reasons for Ubisoft’s performance;
Reports required by Articles L. 225-184 and L. 225-197-4 of the
French Commercial Code. ♦ retain, incentivize, reward and promote the medium and long-
term commitment of the Group’s executives, key managers and
This section includes all the reports required by the French
talent through their involvement in the Group’s development
Commercial Code, along with the tables recommended by the
and their contribution to its growth;
AFEP-MEDEF Code, or by the Autorité des Marchés Financiers
(AMF) in its publications on information on the compensation of ♦ boost the competitiveness of the Group’s employee compensation.
Corporate Executive Officers that should appear in the Registration
Document.
4.2.3.2 Allocations during the financial year
ended March 31, 2018
4.2.3.1 Principles and rules used for the During the past financial year, the Board of Directors, following
allocation of options or free shares authorization from the General Meeting, granted the share
Long-term incentive plans are a fundamental component of the subscription options (SOP) detailed below. No ordinary free shares
Ubisoft business culture and its compensation policy. (AGA) or preference shares (AGAP) were granted.

General Meeting Number of beneficiaries

Beneficiary (Resolution) Number granted Periods (exercise, vesting, Performance
category Board of Directors Subscription price (SOP) retention, conversion) conditions
75 beneficiaries
09/23/15 418,500 SOP Conversion period: 4 years
(22nd) €50.02 France 25% per year at the end
06/27/17 €51.80 Abroad of the 1st year N/A
09/23/15 2 beneficiaries Conversion period: 4 years
Employees
(22nd) 11,000 SOP 25% per year at the end
09/22/17 €57.26 of the 1st year N/A
09/23/15 1 beneficiary Conversion period: 4 years
(22nd) 2,500 SOP 25% per year at the end
12/12/17 €64.63 of the 1st year N/A

Plans are automatically canceled in the event of termination of 4.2.3.3 Corporate Executive Officers
employment or corporate office (except in the event of disability,
death, departure or retirement). Furthermore, in the event of a No share purchase or subscription options or free ordinary or
change in control of the company Ubisoft Entertainment SA within preference shares (performance shares) were granted to Corporate
the meaning of Article L. 233-3 of the French Commercial Code, Executive Officers of the Company in respect of the past financial year.
the share purchase and/or subscription option plans (the “Option”) Moreover, no share purchase or subscription options were exercised
and the free share plans (the “Share”), with the exception of those by Corporate Executive Officers in respect of the past financial year,
relating to Corporate Executive Officers, immediately cease to be and no performance share allocation plans matured.
contingent upon a) the beneficiaries being, on the date of exercise
of the Option or change in ownership of the Shares, employees
or corporate officers of the Group and b) the achievement of the
performance conditions, where applicable.

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HISTORY
The history of plans for Corporate Executive Officers of the Company is indicated in the tables below:

Free preference share allocation plans

Date of General Meeting 09/23/15 09/23/15
Date of Board meeting 12/16/15 12/14/16
5-year stock market conditions if increase ≥ 50% of the Stock Market Floor price (1): 1 preference share entitles the holder to 30 ordinary shares
if increase but < 50% of the Stock Market Floor price  (1): each % increase entitles the holder to 0.6
ordinary shares
Performance conditions (assessed Internal performance condition: 100% contingent upon Internal performance condition: 100% contingent upon
over the vesting period) achieving predefined levels of average Group EBIT (2) achieving an average Group EBIT (2) over 3 financial years
over 3 financial years measured proportionally based on a target used as
a reference base for calculating proportionality
and a floor below which the grant is void
Number of 2 1
Corporate Executive officers
Parity 1 AGAP could entitle the holder to 30 ordinary shares, subject to achieving the share market price conditions,
with the application, where appropriate, of a proportional and linear sliding scale
Vesting period 3 years 3 years
Vesting date 12/17/18 12/16/19
Retention period 2 years 2 years
End date of the retention period 12/16/20 12/15/21
Conversion period
End date of the conversion period
1 year
12/16/21
1 year
12/15/22 4
Total number of shares 1,500 AGAP 394 AGAP
granted initially i.e. 45,000 ordinary shares maximum i.e. 11,820 ordinary shares maximum
Cumulative number 0 0
of shares canceled
Balance at 03/31/18 1,500 AGAP 394 AGAP
i.e. 45,000 ordinary shares maximum i.e. 11,820 ordinary shares maximum
(1) Average price over the 20 trading days preceding the Board of Directors’ meeting granting the shares
(2) Non-IFRS

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Share purchase and/or subscription option plans

General Meeting 09/25/06 07/04/07 09/22/08 07/10/09

Board of Directors 04/26/07 06/27/08 05/12/09 04/29/10
Plan no. (no. 14) (no. 17) (no. 19) (no. 22) (3)
Price €17.45 (1) (2) €27.35 (1) (2) €14.75 (2) €9.91 (2)
Number of Corporate Executive Officers 5 5 5 5
Exercised 0 0 0 0
Initially granted 151,680 (2) 139,648 (2) 125,392 (2) 120,336 (2)
Balance (at 03/31/18) 0 0 0 0
Performance conditions N/A N/A N/A 100%
Internal conditions
(cumulative): sales and
profitability (4)

(1) Two-for-one stock split effective on November 14, 2008

(2) Subscription price and number adjusted following the issuance of share subscription warrants on April 10, 2012 (Articles L. 225-181 and L. 288-99 of the French Commercial Code)
(3) This plan expired early on May 15, 2014, the date of the Compensation Committee’s assessment that the cumulative sales and profitability performance conditions
had not been met
(4) Board of Directors of March 9, 2012: change in the designation of 417,000 options from subscription options to purchase options
(5) 25% of the grant in favor of the Chairman and Chief Executive Officer subject to collective performance conditions: the Compensation Committee determined on June 26, 2014
that the collective performance condition had not been met and subsequently canceled 25% of the grant made to the Chairman and Chief Executive Officer
(6) Acquisition contingent upon the achievement of average non-IFRS Group EBIT assessed on the cumulative basis of 4 financial years
• if average non-IFRS Group EBIT < 70% of the target average non-IFRS Group EBIT: acquisition of SOP canceled
• if average non-IFRS Group EBIT ≥ 70% and < 100% of the target average non-IFRS Group EBIT: acquisition of SOP proportional to the % achieved
• if average non-IFRS Group EBIT ≥ 100% of the target average non-IFRS Group EBIT: acquisition of 100% of the SOP confirmed

4.2.3.4 Stock options granted to and exercised by the ten employee grantees other than
executive officers who received or exercised the largest number of options

Subscription options granted or exercised between April 1, 2017 and March 31, 2018
Options granted during the Plan no.
financial year ended 03/31/18 to the
ten employees other than executive
officers who received the largest Average
number of options so granted weighted price Expiry date
Complete information for all Group companies no. 35
142,000 €51.55
combined 06/26/22

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07/02/10 09/24/12 09/23/15 09/23/15

04/27/11 03/17/14 12/16/15 12/14/16
(no. 24) (no. 27) (no. 31) (no. 33)
€6.77 (2) €11.92 €26.85 €31.955
5 5 3 4
111,232 0 0 0
111,232 (2) (4) 100,000 37,500 19,344
0 85,000 (5) 37,500 19,344
100% 100%: 100%: 100%:
Internal conditions Internal condition (Average EBIT Internal condition Internal condition
(cumulative): over 4 financial years/% based on (Average EBIT over 4 (Average EBIT over
sales and thresholds) of which 25%: financial years/% 4 financial years/
profitability Collective performance condition based on thresholds) proportional grant (6))

Options exercised during the Plan no.

financial year ended 03/31/18 by the
ten employees other than executive
officers who received the largest Average
number of options thus exercised weighted price Expiry date
no. 25, 26, 28,
30 and 32

Complete information for all Group companies 10/18/17

176,763 €11.49 10/28/18
combined
09/23/19
09/22/20
06/22/21

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4.2.3.5 Summary of free share plans valid as at March 31, 2018

Free ordinary share allocation plans

Date of General Meeting 06/27/13 07/01/14 07/01/14
Date of Board meeting 07/01/14 09/24/14 12/16/14
Performance conditions (1) (1) (1)

Number of beneficiaries 1,135 7 48

Corporate Executive Officers
Yves Guillemot N/A N/A N/A
Claude Guillemot N/A N/A N/A
Michel Guillemot N/A N/A N/A
Gérard Guillemot N/A N/A N/A
Christian Guillemot N/A N/A N/A
Type of shares ordinary ordinary ordinary
Vesting period + retention period 4+0 4+0 4+0
Vesting date of the shares 07/02/18 09/24/18 12/17/18
End date of the retention period 07/02/18 09/24/18 12/17/18
End date of the conversion period N/A N/A N/A
Total number of shares granted initially 572,898 10,710 242,600
Cumulative number of shares canceled 104,150 0 25,000
Balance at 03/31/18 468,748 10,710 217,600
(1) 100% subject to individual performance objectives linked to the beneficiary’s contribution with the exception of 2 beneficiaries: See (2)
(2) 2 beneficiaries  Internal performance conditions: 60% contingent upon achieving predefined declining levels of average non-IFRS Group EBIT
over 4 financial years and 40% contingent upon achieving predefined declining levels of average Group sales over 4 financial years

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07/01/14 09/23/15 09/23/15 09/23/15 09/23/15 09/23/15

09/23/15 10/19/15 03/03/16 04/19/16 06/23/16 12/14/16
(1) (1) (2) (1) (1) (1) (1)

1,543 34 64 94 1,743 2

N/A N/A N/A N/A N/A N/A

N/A N/A N/A N/A N/A N/A
N/A N/A N/A N/A N/A N/A
N/A N/A N/A N/A N/A N/A
N/A N/A N/A N/A N/A N/A
ordinary ordinary ordinary ordinary ordinary ordinary
4+0 4+0 4+0 4+0 4+0 4+0
09/23/19 10/21/19 03/03/20 04/20/20 06/23/20 12/14/20
09/23/19 10/21/19 03/03/20 04/20/20 06/23/20 12/14/20
N/A N/A N/A N/A N/A N/A
970,220 183,833 179,100 384,300 962,410 10,300
97,676 12,600 13,350 66,200 70,070 0
872,544 171,233 165,750 318,100 892,340 10,300
4

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Free preference share allocation plans

Date of General Meeting 07/01/14
Date of Board meeting 09/24/14
Performance conditions (1) (2)

Number of beneficiaries 308 20

Corporate Executive Officers
Yves Guillemot N/A

Claude Guillemot N/A

Michel Guillemot N/A
Gérard Guillemot N/A
Christian Guillemot N/A

Type of shares preference (6)

Vesting period + retention period 3+2 5+0 (8)
Vesting date of the shares 09/25/17 (7) 09/24/19
End date of the retention period 09/24/19 -
End date of the conversion period 09/24/20
Total number of shares granted initially 12,446 (6) 649 (6)
373,380 (2) 19,470 (2)
Cumulative number of shares canceled 972 (6) 0
29,160 (2)
Balance at 03/31/18 0 (6) (7) 649 (6)
344,220 (2) 19,470 (2)
(1) 100% subject to individual performance objectives linked to the beneficiary’s contribution: plan of 09/23/15: not applicable to 1 beneficiary subject to internal performance
conditions (see (3))/plan of 06/23/16: not applicable to 3 beneficiaries subject to internal performance conditions (see (5))
(2) Share price condition to be met at the end of the retention period (or vesting period for the beneficiaries of the plan of 09/24/14 (8)) of the AGAP:
• if  in the market price compared to the Stock Market Floor price*: the AGAP will not give entitlement to any ordinary shares
• if  in the market price up to 50% compared to the Stock Market Floor price*: each % of  entitles the holder to 0.6 ordinary share
• if  in the market price ≥ 50% of the Stock Market Floor price*: 1 AGAP entitles the holder to 30 ordinary shares
* Average price over the 20 trading days preceding the Board of Directors’ meeting granting the shares
(3) Internal performance conditions: 60% contingent upon achieving predefined levels of average non-IFRS Group EBIT over 3 financial years and 40% contingent upon achieving
predefined levels of average Group sales over 3 financial years (3 eligible beneficiaries under the plan of 12/16/14 and 1 eligible beneficiary under the Plan of 09/23/15)

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07/01/14 07/01/14 09/23/15 09/23/15 09/23/15

12/16/14 09/23/15 12/16/15 06/23/16 12/14/16
(2) (3) (1) (2) (3) (2) (4) (1) (2) (5) (2) (5)

3 24 2 43 1

N/A N/A 1,333 (6) N/A 394 (6)

39,990 (2) 11,820 (2)
N/A N/A N/A N/A N/A
N/A N/A N/A N/A N/A
N/A N/A N/A N/A N/A
N/A N/A 167 (7) N/A N/A
5,010 (2)
preference (6) preference (6) preference (6) preference (6) preference (6)
3+2 3+2 3+2 3+2 3+2
12/18/17 (7) 09/24/18 12/17/18 06/24/19 12/16/19
12/17/19 09/23/20 12/16/20 06/23/21 12/15/21
12/17/20 09/23/21 12/16/21 06/23/22 12/15/22
2,409 (6) 4,706 (6) 1,500 (6) 6,838 (6) 394 (6)
72,270 (2) 141,180 (2) 45,000 (2) 205,140 (2) 11,820 (2)
0 0 0 0 0

0 (6) (7) 4,706 (6) 1,500 (6) 6,838 (6) 394 (6)

4
72,270 (2) 141,180 (2) 45,000 (2) 205,140 (2) 11,820 (2)
(4) Internal performance condition: 100% contingent upon achieving predefined levels of average non-IFRS Group EBIT over 3 financial years (2 beneficiaries concerned by the plan
of 12/16/15)
(5) Internal performance condition: 100% contingent upon achieving an average level of non-IFRS Group EBIT over 3 financial years measured proportionally based on a target used
as a reference base for calculating proportionality and a floor below which the grant is void (3 beneficiaries concerned by the plan of 06/23/16 and 1 beneficiary concerned by the
plan of 12/14/16)
(6) 1 preference share could entitle the holder to 30 ordinary shares, subject to achieving the share market price conditions (2), with the application, where appropriate, of a
proportional and linear sliding scale
(7) End of vesting period: creation and delivery of preference shares (ISIN code: FR0013306776) to the eligible beneficiaries at the vesting date
(8) Extension of the vesting period for the beneficiaries under international mobility assignments

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4.2.3.6 Summary of share purchase or subscription option plans valid as at March 31, 2018

Plan Plan 26 Plan 27 Plan 28 Plan 29 Plan 30

General Meeting 09/24/12 09/24/12 09/24/12 09/24/12 09/24/12
Board of Directors 10/29/13 03/17/14 09/24/14 12/16/14 09/23/15
Number of beneficiaries 62 5 116 3 90
Number granted 798,125 (2) 100,000 665,740 62,200 328,100
of which Corporate Executive Officers
Yves Guillemot N/A 60,000 (2) (3) N/A N/A N/A
Claude Guillemot N/A 10,000 (3) N/A N/A N/A
Michel Guillemot N/A 10,000 (3) N/A N/A N/A
Gérard Guillemot N/A 10,000 (3)
N/A N/A N/A
Christian Guillemot N/A 10,000 (3) N/A N/A N/A
Opening date 10/29/14 May 2018 (1)
09/24/15 12/16/15 09/23/16

Expiry date 10/28/18 03/16/19 09/23/19 12/15/19 09/22/20

Subscription or purchase price France €9.547 €11.92 €12.92 €14.22 €17.94
World €8.83 (without discount)
Exercise terms 25% per year Corporate 25% per year 25% per year 25% per year
from 10/29/14 Executive from 09/24/15 from 12/16/15 from 09/23/16
Officers:
May 2018 (1)

Number of options exercised

between allocation and 03/31/18 527,595 0 322,185 3,000 36,036
Number of options canceled
or void since allocation 70,750 15,000 (2) 51,680 0 80,889
Number of options outstanding at 03/31/18 199,780 85,000 291,875 59,200 211,175
(1) For the Corporate Executive Officers (plans 27, 31 and 33) and/or members of the Executive Committee (plan 32: 1 beneficiary), the performance conditions to be met are
spread over 4 financial years and based on the cumulative separate financial statements as of March 31. They may exercise their options only once the Nomination and
Compensation Committee has confirmed that the performance conditions have been met following the approval of the financial statements in May of the fourth year (Plan 27:
May 2018/Plan 31: May 2019/Plans 32 and 33: May 2020)
(2) 25% of the allocation being subject to collective performance conditions: plan of 10/29/13 (41 beneficiaries)/plan of 03/17/14: Yves Guillemot – The non-achievement of these
conditions was recorded by the Compensation Committee on 06/26/14 and resulted in the cancelation by the Board of Directors on 07/01/14 of 51,250 of the 205,000 options
granted on 10/29/13 and 15,000 of the 60,000 options granted on 03/17/14

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Plan 31 Plan 32 Plan 33 Plan 34 Plan 35 Plan 36 Plan 37

09/24/12 09/23/15 09/23/15 09/23/15 09/23/15 09/23/15 09/23/15
12/16/15 06/23/16 12/14/16 03/30/17 06/27/17 09/22/17 12/12/17
3 138 5 39 75 2 1
37,500 758,810 29,344 220,700 418,500 11,000 2,500

N/A N/A N/A N/A N/A N/A N/A

12,500 (3) N/A 4,836 N/A N/A N/A N/A
12,500 (3) N/A 4,836 N/A N/A N/A N/A
12,500 (3)
N/A 4,836 N/A N/A N/A N/A
N/A N/A 4,836 N/A N/A N/A N/A
May 2019 (1) 06/23/17 12/14/17 03/30/18 06/27/18 09/22/18 12/12/18
May 2020 (1) (4) May 2020 (1) (4)
12/15/20 06/22/21 12/13/21 03/29/22 06/26/22 09/21/22 12/11/22
€26.85 €33.015 €31.955 France €37 France €50.02 €57.26 €64.63
(without discount) (without discount) World €39.03 World €51.80
Corporate 25% per year 25% per year 25% per year 25% per year 25% per year 25% per year
Executive from 06/23/17 from 12/14/17 from 03/30/18 from 06/27/18 from 09/22/18 from 12/12/18
Officers:

4
May 2020 (1) (4) May 2020 (1) (4)
May 2019 (1)

0 98,619 0 0 0 0 0

0 46,354 0 3,000 6,000 0 0

37,500 613,837 29,344 217,700 412,500 11,000 2,500
(3) 100% of the grant is contingent upon the fulfillment of performance conditions based on an average level of non-IFRS Group EBIT assessed over 4 financial years.
The final percentage of grant will depend on thresholds to be reached set out according to a percentage of achievement of the cumulated objectives
(4) Plan 32 (1 member of the Executive Committee)/Plan 33 (4 Corporate Executive Officers): Internal performance condition: achievement of an average Group EBIT
assessed on the cumulative basis of 4 financial years
• if average non-IFRS Group EBIT < 70% of the target average non-IFRS Group EBIT: acquisition of SOP canceled
• if average non-IFRS Group EBIT ≥ 70% and < 100% of the target average non-IFRS Group EBIT: acquisition of SOP proportional to the % achieved
• if average non-IFRS Group EBIT ≥ 100% of the target average non-IFRS Group EBIT: acquisition of 100% of the SOP confirmed

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4.2.3.7 Authorizations submitted for a including the members of the Executive Committee (eighteenth
shareholder vote at the General resolution), and to Corporate Executive Officers of the Company
(nineteenth resolution) pursuant to the provisions of Articles 225-177
Meeting of June 27, 2018 et seq. of the French Commercial Code.
In order to pursue its policy of motivating its employees and The purpose of these resolutions is to renew those voted on by the
Corporate Executive Officers and associating them (see further General Meeting of September 23, 2015; it being specified that as
details in Section 4.2.2.1) with the Group’s development, the Board regards the AGA resolution, there will be no free preference share
of Directors, on the proposal of the Nomination and Compensation grants and only ordinary shares will be awarded. Moreover, the
Committee, will put to the vote of the General Meeting of June Board of Directors must comply with a burn rate of at most 1.50%
27, 2018 new resolutions, valid for 38 months, granting powers per financial year (for both AGA and SOP plans).
to the Board of Directors to award (i) ordinary shares subject to
performance criteria (“AGA”), whether existing or yet to be issued, The main features of the plans that would be implemented by the
to Group employees, including the members of the Executive Board of Directors in the context of these resolutions are referred
Committee who feature in Section 4.1.2.3 of this Registration to below, and notably describe the specific performance conditions
Document, pursuant to the provisions of Articles 225-197-1 et seq. associated with the grants to Corporate Executive Officers and to
of the French Commercial Code (seventeenth resolution) or (ii) the members of the Executive Committee.
stock subscription or purchase options (“SOP”) to Group employees

Corporate Executive
Salaried Officers of the Company
employees Members of the Executive Committee (see Section 4.2.2.1)
AGA
Validity of the 38 months (17 resolution)
th

resolution
Maximum 1.50% (1)
percentage
Minimum validity 4 years
of the plans
Minimum vesting 4 years
period
Condition(s) Attendance
Individual Individual performance
performance (2) (1/3 of the award)
assessed over assessed over at least a 4 years
at least 4 years
Internal performance
(1/3 of the award)
assessed over at least 3 financial years
on the basis of average non-IFRS Group EBIT (3)
Vesting per threshold

≥ 90% and
< 100%
average
< 80% ≥ 80% and < Group EBIT ≥ 100%
average 90% average verage average
Group EBIT Group EBIT Group EBIT Group EBIT
0% of the 30% of the 50% of the 100% of the
grant on this grant on this grant on this grant on this
criteria criteria criteria criteria
External performance
(1/3 of the award)
assessed over at least 3 years on the basis of Ubisoft’s TSR (4)
Vesting per threshold
≥ 50th and
< 50th percentile ≤ 60th percentile > 60th percentile
0% of the grant on 50% of the grant on 100% of the grant
this criteria this criteria on this criteria

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Salaried Corporate Executive Officers of the Company

employees Members of the Executive Committee (see Section 4.2.2.1)
SOP
Validity of the 38 months (18th resolution) 38 months (19th resolution)
resolution
Maximum 1 % (1) 0,20 % (1)
percentage charged against the 1% of the 18th resolution
Minimum 5 ans
validity of the
plans
Minimum 1 year 4 years
vesting which can be which can be 100% exercised
period 25% exercised (subject to meeting the performance conditions)
per year at the end of a 4-year period
at the end
of the 1st year
Continued capacity as
Attendance Attendance Corporate Executive Officer
Individual Internal performance Internal performance
performance (2) (50% of the award) (50% of the award)
assessed over assessed over at least 3 financial years on the basis assessed over at least 3 financial years on the basis
at least 4 years of average non-IFRS Group EBIT (3) of average non-IFRS Group EBIT (3)
Vesting per threshold Vesting per threshold

≥ 90% and
< 100%
average
≥ 90% and
< 100%
average
4
≥ 80% Group ≥ 80% and Group
< 80% and < 90% EBIT ≥ 100% < 80% < 90% EBIT ≥ 100%
average average average average average average average average
Group Group Group Group Group Group Group Group
EBIT EBIT EBIT EBIT EBIT EBIT EBIT EBIT
Condition(s)
0% of the 30% of the 50% of the 100% of 0% of the 30% of the 50% of the 100% of the
grant on grant on grant on the grant on grant on grant on grant on grant on this
this criteria this criteria this criteria this criteria this criteria this criteria this criteria criteria
External performance External performance
(50% of the award) (50% of the award)
assessed over at least 3 years on the basis assessed over at least 3 years on the basis
of Ubisoft’s TSR (4) of Ubisoft’s TSR (4)
Vesting per threshold Vesting per threshold

≥ 50th ≥ 50th
< 50th and ≤ 60th > 60th < 50th and ≤ 60th > 60th
percentile percentile percentile percentile percentile percentile
0% of the 50% of the 100% of the 0% of the 50% of the 100% of the
grant on grant on grant on grant on grant on grant on
this criteria this criteria this criteria this criteria this criteria this criteria

(1) of the number of ordinary shares making up the Company’s capital on the day of the Board of Directors’ decision
(2) determined by the Board of Directors on the proposal of the Nomination and Compensation Committee
(3) Average EBIT for financial years covering the vesting period (based on the Group’s annual EBIT targets announced by the Group in its press release issued at the beginning of
each financial year in accordance with the rules in force)
(4) Ubisoft TSR (total shareholder return) and TSR of the NASDAQ Composite Index calculated between the grant date and the day before the vesting

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Auditors

4.3 Auditors

Date of original
Name appointment Expiration of current term
Primary auditor:
KPMG SA represented by Vincent Broyé
Parc Edonia,
Rue de la Terre-Victoria
CS 46806
F-35768 Saint-Grégoire Cedex 2003 2019
Alternate auditor:
KPMG AUDIT IS
Parc Edonia,
Rue de la Terre-Victoria
CS 46806
F-35768 Saint-Grégoire Cedex 2013 2019
Primary auditor:
MAZARS represented by Arnaud Le Néen
4, rue Édith Piaf
Immeuble Asturia
F-44800 Saint-Herblain 2016 2022
Alternate auditor:
CBA
61, rue Henri Regnault
Tour Exaltis
F-92400 Courbevoie 2016 2022

Professional fees of the Statutory auditors and members of their networks

(Document prepared in compliance with Article L. 820-3, I of the French Commercial Code)
Professional fees for the period between: April 1, 2017 and March 31, 2018 are detailed under Financial Statements in § 6.1.2.22.

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5.1 METHODOLOGY NOTE 5.4 ENVIRONMENTAL

ON EMPLOYEE-RELATED, INDICATORS 125
ENVIRONMENTAL AND 5.4.1 General environmental policy 125
SOCIETAL REPORTING 110 5.4.2 Preventing environmental
5.1.1 Indicator framework 110 risks and pollution 126
5.1.2 Reporting period 110 5.4.3 Provisions and guarantees 126
5.1.3 Scope of reporting 110 5.4.4 Climate change 126
5.1.4 Change in method/ 5.4.5 Circular economy 129
conditions compared 5.4.6 Combating pollution 131
with the previous year 110
5.1.5 Reporting principle 111
5.5 SOCIETAL INDICATORS 132
5.1.6 Methodological
clarification of indicators 112 5.5.1 Support for local economic
5.1.7 Methodological limits growth 132
of the indicators 113 5.5.2 Supporting causes linked
to our business 133
5.5.3 Sharing social events
5.2 CORPORATE SOCIAL with local communities 134
RESPONSIBILITY STRATEGY 113 5.5.4 Developing long-term
relationships with
5.3 EMPLOYEE-RELATED stakeholders 135
INDICATORS 113 5.5.5 Subcontractors and suppliers 135
5.5.6 Fair operating practices 136
5.3.1 Employment 113
5.3.2 Developing skills and
facilitating performance 116 5.6 DUTY OF CARE 137
5.3.3 Diversity and inclusion 118
5.3.4 Well-being, health and 5.7 INDEPENDENT THIRD
labor relations 122 PARTY’S REPORT 138
5.3.5 Promotion of and
compliance with Responsibility of the Company 138
the provisions of the Independence and quality control 138
fundamental conventions Responsibility of the independent
of the International Labor third party 138
Organization 124

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5 Corporate social responsibility
Methodology note on employee-related, environmental and societal reporting

5.1 Methodology note on employee-related,

environmental and societal reporting

❙ 5.1.1 INDICATOR FRAMEWORK Where appropriate, the scope covered is always indicated, giving
the companies/sites concerned and/or their representativeness as
Ubisoft based its framework on: a percentage of the Group’s headcount.
♦ the regulatory requirements in France established or reinforced Employee-related reporting covers all of the Group’s subsidiaries,
by Article 225 of the Grenelle II law and its implementing with the exception of the Canadian subsidiary “Hybride Technologies
decree (Decree No. 2012-557 of April 24, 2012, on corporate Inc.” (104 employees), not currently integrated in the Group’s human
transparency obligations regarding employee-related and resources scope of reporting due to the fact that it does not use
environmental matters); the human resource IT system (HRTB) used by all other Group
subsidiaries for the automated recording of employee data.
♦ the transposition of the European CSR Directive, which aims
to replace the current company CSR report with a statement of
extra-financial performance (Order No. 2017-1180 of July 19,
2017 and Decree No. 2017-1265 of August 9, 2017); ❙ 5.1.4 CHANGE IN METHOD/
♦ the G4 guidelines of the Global Reporting Initiative (GRI), CONDITIONS COMPARED WITH THE
a multiparty organization, which prepares a framework PREVIOUS YEAR
of sustainable-development reporting indicators that are
internationally recognized and whose purpose is to develop ♦ Change in the scope of reporting linked to employee-related
globally applicable directives for reporting on companies’ indicators for which information is only available for a limited
economic, environmental and social performance. scope:

Scope of
❙ 5.1.2 REPORTING PERIOD reporting
Companies outside
4/01/17 – 03/31/18 4/01/16 – 03/31/17

Reporting periods differ depending on CSR themes. These break France > 50 employees > 60 employees
down as follows: French companies 100% 100%
% staff taken
into account 97.4% 95.00%
Reporting periods
4/01/17 – 03/31/18 1/01/17 – 12/31/17 As a result of this change, information is supplied in the event of
CSR data (12 months) (12 months) material impact on the comparability of CSR data with data reported
Employee-related ✔ the previous financial year.
Environmental ✔ ♦ Changes concerning indicators:
Social ✔
• Water consumption no longer tracked:
Taking into account the Group’s business activities, it only uses
water for domestic purposes. In view of the figures recorded over
❙ 5.1.3 SCOPE OF REPORTING the five previous years, the Group deems that the volumes are
not significant enough (average of 7.2 m3 of water per employee
The scope used for CSR reporting is the Group, which is defined as in 2016) to warrant the ongoing recording and consolidation of
all fully consolidated companies. water consumption data. Moreover, this information is generally
However, some indicators are only available for a limited scope. unavailable for sites where water consumption is included in
Where this is the case, and in the interests of consistency, the rental charges. As a result, comprehensive information cannot
reporting scope is defined as follows: be obtained for the reporting scope (in 2016, the data was
available on only 31 sites, representing 61.8% of the Group’s
♦ employee-related indicators (1): companies outside France workforce).
> 50 employees and French companies (2);
♦ environmental indicators (3)
: sites outside France
> 25 employees and French sites . (2)

(1) The scope defined in this way covered 97.4% of the Ubisoft Group workforce at the end of March 2018
(2) Scope defined on the basis of the Ubisoft Group workforce at the end of September 2017
(3) The scope defined in this way covered 98.6% of the Ubisoft Group workforce at the end of March 2018

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Methodology note on employee-related, environmental and societal reporting

In addition, as water is supplied directly by local water kilometers traveled by train remains low (less than 4% of the
distribution networks, the Group complies with applicable total number of kilometers traveled in 2016) and the resulting
water supply regulations in the countries where it operates. carbon footprint is negligible compared with that of air transport
(namely, 0.1% of Airplane metric tons of CO2 eq), the Group
As a result, these indicators – which are deemed non-relevant –
deems that the recording and consolidation of train-related
are no longer tracked.
data is no longer warranted.
Change in the travel-related indicator: Up until 2016, to
As a result, the carbon footprint of business trips is now
measure the carbon footprint of business trips, the Group
exclusively based on the total number of kilometers traveled
monitored the total number of kilometers traveled per means
by plane, with the impact of train travel remaining marginal.
of transport (plane and train). However, since the number of

• Other indicators deemed non-relevant by the Group, not examined in this report:

Themes of the CSR Directive

covered by Decree No. 2017-1265 of
August 9, 2017 Ubisoft comments
♦ Actions to prevent food waste The Ubisoft Group is committed to the fight against food waste. However, given the nature of its business
and since there is no company cafeteria at many of its sites, it only handles a small quantity of food waste.
♦ Land use The Group has a limited impact in relation to land use due to the vertical installation of its sites, which are
mainly located in urban areas.
♦ Measures taken to preserve/restore All Ubisoft sites are located in urban areas. Consequently, none of the sites are located in or beside protected
biodiversity areas or areas that are rich in biodiversity.

❙ 5.1.5 REPORTING PRINCIPLE Specifications on the methods

for collecting data
The Group’s Administration Department, in conjunction with the
Sustainable Development Department, is responsible for steering ♦ Regarding employee-related indicators, these are collected:
and coordinating CSR reporting. It has therefore drawn up a • either directly, using the Microstrategy reporting tool, which
reporting protocol that: makes it possible to exploit data from the human resources
♦ defines a list of quantitative and qualitative indicators and their management software program (HRTB) used by all the Group’s
correspondence to the GRI framework; subsidiaries;

5
♦ specifies the definitions of indicators so that they are uniform for • or using a qualitative and quantitative questionnaire designed
the whole Group and leave no room for interpretation; to supplement data not available in the HRTB.
♦ specifies the methods for collecting and calculating indicators; The human resources indicators collected in this manner conform to
the definitions defined jointly by the Human Resources Department
♦ specifies the scope used.
and the Administration Department, as indicated in the reporting
This protocol serves as a reference for the Sustainable Development protocol.
Department in charge of collecting and consolidating data. To that
end, its role is to: ♦ Data for environmental and societal indicators is collected
from:
♦ tell its local representatives or contacts what information they
• each site, using a qualitative and quantitative questionnaire
need to collect;
prepared in line with the reporting protocol;
♦ ensure that the information collected is available, uniform and
• cross-functional departments for the collection of global data
documented;
at Group level.
♦ check the completeness, consistency and plausibility of data,
notably by analyzing the main changes compared with the
previous period; Consolidation and verification
♦ ensure that the absence of data collection has been justified The subsidiaries submit their employee-related, environmental and
and explained. social data to the Sustainable Development Department in charge
of collecting and ensuring the consistency of data.
Once the collected data have been validated and consolidated, the
Administration Department gets involved, making sure that the On the basis of all the consolidated data, the Administration
reporting protocol was followed and checking the plausibility of Department conducts various controls (analytical data review,
the data. consistency checks, spot checks on documentation, etc.) to improve
the reliability of the information published.
The Sustainable Development Department then drafts this section of
the Annual Report, focusing on CSR indicators as a whole.

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5 Corporate social responsibility
Methodology note on employee-related, environmental and societal reporting

❙ 5.1.6 METHODOLOGICAL CLARIFICATION Furthermore, only training hours relating to sessions undertaken
and completed during the financial year are taken into account,
OF INDICATORS
irrespective of their duration. Logged training hours also include
training given to employees present during the period but who
Regarding employee-related data had left the Group as of the reporting date.

Staff are defined as all employees registered at the end of the period, ♦ In order to determine the number of employees trained, an
regardless of the type of employment (full- or part-time), with employee who takes part in several training programs is only
an open-ended or fixed-term contract. Casual workers, seasonal counted once.
workers, freelancers, the self-employed, interns, those on work-study ♦ A manager is defined as someone who is hierarchically responsible
contracts, sub-contractors and temporary workers are not included. for at least one person (also including interns not counted as
staff).
♦ A hire is defined as any individual who joins the workforce during
the period in question. Fixed-term contract renewals are not ♦ A top manager is defined as a member of the Executive Committee
included in new hires. or a Director reporting directly to the Executive Committee.
♦ The male-female pay ratio, based on the total workforce, is
calculated by level of responsibility within each subsidiary Regarding environmental data
for which both men and women are represented. This ratio is
weighted by the corresponding headcount, then consolidated ♦ The reporting includes data on the environmental impact of
by country. consumables used by the Group’s main suppliers to manufacture
games and ancillary products.
♦ To determine the number of training hours, consideration is
given to training activities undertaken on site by an internal or ♦ The current reporting system does not provide quantitative
external trainer, attendance at specialist conferences included in data for waste electrical and electronic equipment (WEEE) at
the training plan, and e-learning with an automated system for the Group’s main sites. Only qualitative data is published at
monitoring completed sessions. Other activities (such as other present. However, the Group is gradually introducing a WEEE
e-learning courses, team meetings, etc.) are therefore excluded. quantification method and has undertaken to publish quantitative
data within 1 year.

♦ To determine its CO2 emissions, the Group has opted for the following procedures:

Datacenters (energy) Recording of electricity consumption throughout 2017.

Application of emission factors according to the energy mix
Datacenters (non-current assets) Application of emission factors to the number of servers over their useful lives
Visitors Application of a factor provided by an external expert in 2015 on the total number of employees
Freight – Upstream Recording of kg/km per means of transport, and application of ADEME factors
Sea freight partly included
Freight – Downstream Estimation or recording of kg/km per means of transport, and application of ADEME factors.
Employee commuting Local recording of means of transport used.
Calculation according to the number of days worked and region where the site is based
IT assets (excluding servers) Application of emission factors to the number of devices over their useful lives (or depreciation periods for
devices returned to first parties before the end of their useful lives).
Buildings (energy) Local recording of electricity consumption throughout 2017.
Application of emission factors according to the use of renewable energies for French and Canadian sites.
Application of national emission factors on other sites (source: ADEME – the French Environment and Energy
Management Agency)
Buildings (air conditioned) Estimation of the amounts of substances based on the information provided by an external expert in 2015.
Application of ADEME factors
Buildings (non-current assets) Local recording of the number of m² in the buildings and number of parking spaces. Emission factor applied to
the surface area and useful life
Purchase of services Breakdown of service purchases into 3 categories, use of ADEME factors
Business trips Local recording of flights booked for the entity’s staff and guests in 2017.
Application of an ADEME factor
Manufacturing Recording or estimation of the composition and quantities of products, application of emission factors to
quantities of various materials

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❙ 5.1.7 METHODOLOGICAL LIMITS OF THE INDICATORS

The indicators may present methodological limits due to:
♦ a lack of standardization in national/international definitions and legislation;
♦ the representativeness of the measurements and estimates made;
♦ the practical methods of collecting and entering information.

5.2 Corporate Social Responsibility strategy

Ubisoft is committed to developing a positive and long-lasting impact ♦ Allowing each employee to be their authentic self and fulfill their full
for all its stakeholders, both internal and external. Its strategy is potential: This involves a friendly and supportive work environnement,
four-pronged: developing a safe and positive gaming experience for 98% approved by Ubisoft employees in the latest internal satisfaction
players, allowing each employee to be their authentic self and fulfill survey, conducted in 2017. Furthermore, we are convinced that
their full potential, supporting local communities, and optimizing diversity promotes creativity and performance. Our first objective is
our impact on the planet. thus to increase diversity within our development teams. In addition,
a main focus of our human resource policy is to provide training and
♦ Developing a safe and positive gaming experience: actions, such
support to employees throughout their careers at Ubisoft.
as the introduction of a Code of Conduct in games, are being
undertaken to improve the player experience and restrain any ♦ Supporting local communities through charitable initiatives and
toxic behaviors. events that bring joy to our surroundings. Ubisoft is also a company
In addition, Ubisoft has been experimenting with new types of that gives preference to local suppliers for employee services, thereby
stimulating the local economic fabric. For example, in France,
games having a societal impact. The game “Assassin’s Creed
according to a study conducted by an external expert, 80% of the
Origin” has just launched a discovery mode enabling players
socio-economic impact of Ubisoft’s activity is concentrated at the
to learn about historical facts on ancient Egypt. Moreover, the
micro-local level around the Group’s main sites.
Group has undertaken to make all of its games accessible to
people with disabilities by 2020. ♦ Optimizing our impact on the planet, in particular our direct
carbon footprint, while supporting staff and business growth.
5

5.3 Employee-related indicators

Ubisoft brings together diverse talents to develop original games about their particular field of work. The teams’ constant creativity
in a friendly environment. Each employee has the possibility of is expressed in the content of our new games, as well as in the day-
growing and getting ahead, surrounded by people who are passionate to-day work environment.

❙ 5.3.1 EMPLOYMENT

5.3.1.1 Dynamic growth in the Group’s teams

Attracting, developing and retaining the finest talent in the industry the best games of the future to be created, today. With over 11,700
is one of the key factors determining Ubisoft’s success. The Group is employees in game development, Ubisoft is one of the leading figures
committed to providing the resources that its teams need in order to in the video game industry and wins numerous awards every year
progress, learn and develop their skills and expertise. This enables for its teams’ creative abilities.

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At the end of March 2018, Ubisoft had 13,742 employees (1) compared skills and teams required for the growth of the Group’s operations
with 11,907 at the end of March 2017. In the 2017/2018 financial year, in existing studios and on new sites such as those of Bordeaux,
the headcount therefore increased by 1,835 employees, i.e. up Berlin, Stockholm (Sweden) and Saguenay (Canada).
15.4%. This growth was mainly due to the need to build up the

The breakdown of staff by business line and employment type remained relatively unchanged over the period.

Staff 03/31/18 03/31/17

Total headcount  (1)
13,742 11,907

Breakdown of staff by business line 03/31/18 % 03/31/17 %

Production 11,734 85.4% 10,100 84.8%
Business 2,008 14.6% 1,807 15.2%

Breakdown of staff by employment type 03/31/18 % 03/31/17 %

Full-time employment 13,603 99.0% 11,779 98.9%
Part-time employment 139 1.0% 128 1.1%

5.3.1.2 A steadily growing company

Ubisoft continues to grow and manages a high volume of recruitments each year, mainly in production jobs (87% at the end of March 2018
and 86% at the end of March 2017).

03/31/18 03/31/17
Total number of hires 3,988 3,315
Redundancies/dismissals 191 204

makes it easier for graduates to adopt the culture and practices

In order to stimulate its recruitment policy, Ubisoft has an active of the business;
policy of supporting young people during, or in addition to, their ♦ numerous partnerships are established between the sites and local
initial training. During the year under review, 811 interns and universities or organizations for the training of future developers
apprentices thus benefited from an enriching and empowering and artists and to create a talent pool for the Group:
professional experience at an Ubisoft company, compared with
• in Montreal, the CODEX program, launched in 2015, has
674 during the previous year. These internships are instructive and
numerous long-term initiatives for the industry’s most
act as a springboard for joining the Group. In total, 40% of interns
promising young talents.
were offered a job.
Every year, the studio thus gives scholarships totaling
Particular attention is paid to recruiting young talent as they
CAD 50,000 (2) to students who stand out by the excellence
represent the next in line at the Company against a backdrop of
of their academic records and who provided solutions to
strong growth. Ubisoft provides them with a career path with a high
a technological challenge devised by one of the studio’s
level of input and genuine learning opportunities:
production teams. Some of these scholarships are specifically
♦ the Graduate Program, launched in 2014, took in its 4th cohort intended to encourage women to consider a career in science
during the year. With four specialization options (Project and technology.
Management, Online Programming, Gameplay Programming
The studio also organizes university competitions to spot future
and UX Design), the program aims to integrate young talent
talents in specific fields such as computer engineering, design
into fast-growing areas of the business and offer them a two-year
and animation. Thus, every year at its university competition,
training pathway, one year of which will be spent in a studio
Ubisoft Montreal guarantees a minimum of 10 jobs and
abroad. Each graduate has a specific mentoring program with
internships to the talents who distinguished themselves during
a dedicated mentor and takes part in skills development and
the competition. In 2017, some thirty students were thus given
sharing sessions. This format improves knowledge transfer and
jobs or internships (Cf. 5.5.2.1).

(1) Corresponding to the Group’s total headcount, i.e. 13,742 people, excluding the staff of the Canadian subsidiary Hybride Technologies Inc. (104
employees) currently integrated in the Group’s human resources scope of reporting
(2) Equivalent to €31 thousand at end-March 2018

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Moreover, some initiatives of the CODEX program provide recruit the top talents. Students have thus been able to work
video game industry opportunities to other sectors. Such is the alongside studio teams in a variety of collaborative projects
case with the partnerships developed with the National Theatre and several of them were offered jobs following this experience,
School of Canada (NTS) and the Dawson College, which enable
• in Dusseldorf, the Blue Byte studio continued to implement its
students to specialize in motion capture,
“Blue Byte Goes Campus” program, aimed at developing the
• in Pune (India), the subsidiary launched more than twenty talents of the top local technology universities through a variety
initiatives this year (conferences, open door events, job of initiatives including courses and lectures on campus, studio
discovery sessions, etc.) in partnership with the local technology visits, talent mentoring and thesis supervision.
universities and those of Mumbai, in order to identify and

5.3.1.3 An average age that reflects the video game industry as a whole
AGE PYRAMID

STAFF
33.5AVERAGE AGE
13,742 11,907 33.6
AVERAGE AGE

< 20 years old 22 0.2 % 0.4 % 43

20-29 years old 4,914 35.8% 33.7% 4,016

30-39 years old 6,041 44% 46.1% 5,484

40-49 years old 2,436 17.7% 17.9% 2,127

50-59 years old 296 2.2 % 1.8 % 212

5
≥ 60 years old 33 0.2 % 0.2 % 25

3/31/2018 3/31/2017

The average age at the Ubisoft Group is 33.5 years. This is on par remains in line with the skills needed to develop games often linked
with the previous year, dominated by the 20-39 age group (79.7%) to the most innovative technologies.
following extensive recruitment of candidates in their 20s. The video
Staff have been with the company for an average of 5.1 years, similar
game industry as a whole is a young industry and this average age
to the previous year.

SENIORITY BY AGE BRACKET (IN YEARS)

5.1
AVERAGE
5.2
AVERAGE
SENIORITY SENIORITY
GROUP GROUP

< 20 years old 0.3 0.4

20-29 years old 2 2.1

30-39 years old 5.4 5.6

40-49 years old 9.9 9.8

50-59 years old 11.4 11

≥ 60 years old 10.4 8.2

3/31/2018 3/31/2017

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❙ 5.3.2 DEVELOPING SKILLS AND 5.3.2.2 A compensation policy aimed

FACILITATING PERFORMANCE at recognizing performance
To enable its teams to grow, Ubisoft pays particular attention to Ubisoft’s compensation policy aims to recognize skills, stimulate
developing their skills and motivation with a customized HR policy creativity, encourage employees’ performance and retain talent.
and a friendly, collaborative work environment. Annual salary increases are dependent on the individual, the level
of performance they have achieved and the skill they display in their
5.3.2.1 Personalized guidance position. Close attention is paid to ensuring that the compensation
policy is in line with market practices.
Ubisoft provides an environment that allows every employee to
Employee share ownership is another excellent way for Ubisoft
develop their skills, advance their careers and fulfill their potential in
to let employees participate in the Company’s success. Employee
their jobs and in the company. Dedicated HR managers at each site
share ownership initiatives regularly take place. During the year, a
offer each individual one-to-one guidance. In addition, managers
leveraged employee share ownership scheme was offered to staff in
are involved in the day-to-day monitoring of their teams.
15 countries where Ubisoft is based. This type of operation reinforces
Employees who have been with the company for more than the commitment of staff and gives them the chance to profit from
a year receive an annual appraisal. This equated to 86% of staff in the Company’s growth. Over 40% of the staff thus took part in the
2017/2018, like in the previous financial year. The annual appraisal is operation.
an important moment in the year for each employee. The employees
As at the end of March 2018, the total number of shares held by
meet with their managers to review their year’s performance and
employees through a Company mutual fund (FCPE) and/or a Group
discuss their career development goals. These exchanges give
savings plan amounted to 3.69% of the share capital.
employees greater visibility over future prospects in their positions
and at Ubisoft. They also enable managers to assess the satisfaction, Medium-term compensation is also granted to the top performing
commitment and aspirations of their team members. employees in order to ensure loyalty. This takes the form of
stock options or preference or free share grants. As at the end of
The new performance management system announced during the
March 2018, 16.7% of the Group’s employees received such options
last financial year has been rolled out across the Group since April 1,
or shares from all plans combined.
2017. In 2017/2018, this new system had already been adopted by
34% of the workforce. The performance management philosophy Details of payroll taxes can be found in Note 13 of the financial
was redefined within the Group in order to improve the teams’ statements.
grasp of the impact of their work on Ubisoft’s strategy, thereby
reinforcing the meaning of each person’s work. In addition, a toolbox
was developed to enable them to manage their own performance
5.3.2.3 A training policy adapted
and development with clear and ambitious targets, transparent and to the challenges of the sector
continuous feedback and facilitated career interviews. Ubisoft recruits talented people who are passionate and proud of
Moreover, since January 2018, pulse surveys have been introduced the brands created or acquired by the Ubisoft Group and have the
in several Group entities to keep closer track of the satisfaction of technical skills and expertise required for the specific characteristics
employees in their jobs, teams and companies, as well as identify of the video game industry. Responsibility, initiative, innovation
more rapidly the actions that will improve their motivation and and creativity are the skills sought. Team players are vital to the
loyalty. Group’s business and the capacity to work as a team has become
an added focus of team development.
Lastly, the Group currently offers numerous possibilities for
advancement in France and abroad, within specific fields and cross-
functional roles. Overall, 14% of our employees changed positions
at least once during the financial year, amounting to over 1,800
transfers. In terms of international mobility, the Group recorded
185 transfers during the period. International mobility takes place
initially to support business needs, but also responds to a genuine
objective to support employees’ development by providing them with
an international perspective. These mobility assignments encourage
multicultural exchanges and contribute to collaborative work.

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Training 03/31/18 03/31/17

% of payroll spent on training    (1) (2)
0.72% 0.66%
Training expenditure €3,888,360 €3,281,648

TOTAL NUMBER OF EMPLOYEES TRAINED 8,518 6,537

of which employees trained in health and safety 158 146
% of average headcount trained 66.0% 57.9%

TOTAL NUMBER OF TRAINING HOURS 193,605 146,107

Average duration of training (in hours) per employee trained 22.6 22.2
(1) Total expenditure on training as a percentage of payroll
(2) Does not include virtual training, which forms an integral part of the Group’s training opportunities

E-learning 03/31/18 03/31/17

Number of e-learning modules accessible to all employees 475 336
Total number of e-learning hours 961 1,252
Number of people trained via e-learning 822 704

Skill-sharing between sites through mobility 03/31/18 03/31/17

Number of international mobility (short- or long-term assignments) 185 200

Training expenditure accounted for nearly 0.72% of payroll. In Courses may be organized locally by subsidiaries, or internationally
2016/2017, 8,518 employees completed at least one training course. at Ubisoft Academies, which offer customized programs with
This is equivalent to over 66% of the Group’s average headcount, in-house experts tailored to the Group’s strategic issues. These
compared with almost 58% in the previous year. This increased programs are specifically aimed at an experienced audience, who
participation was mainly due to the extensive campaign gradually will be responsible in turn for developing both their teams and
rolled out across the Group to introduce the new performance their peer group.
management ecosystem to employees. The rollout will continue over Ubisoft also offers an online training catalog to meet the training
the upcoming years. This training campaign presents the Group’s
new vision of performance. It also includes demonstration modules
for the new employee assessment tool, as well as feedback training
needs of teams and encourage self-tutoring and continuing
professional development. 5
sessions. The total number of training hours provided amounted to Several years ago, Ubisoft decided to bring educational content
193,605 hours, versus 146,107 hours the previous year, representing production in-house to leverage the existing expertise. To enhance
a 32% increase. its offering, Ubisoft also calls on external trainers to address the
need for more conventional skills in common with other industries
The entertainment sector demands constant technological innovation
(e.g. coding, finance, management, leadership, etc.).
and skills development. Inevitably, training is a major priority in
order to keep pace with these changes. The purpose of training Experimentation is another way of building up expertise, by allowing
teams is to address current needs while preparing them for future the most senior employees to develop new methods or produce
challenges. tools that will be useful to other employees. Several programs were
launched this year on critical skills such as code quality, artificial
In the video game industry, skills are developed through real-world
intelligence and machine learning.
project experience or through contact with industry experts. The
training program thus aims to provide support to employees at Beyond such skills, self-management and the ability to work
each key moment in their careers: onboarding, upskilling, and effectively in a team are key factors of success. A major effort was
management. thus made this year to train employees in “constructive feedback”,
in order to develop everyone’s ability to give and receive feedback
The courses are mainly provided in-house and may take the form of on a daily basis. Managers and employees will continue to benefit
informal discussions, mentoring, e-learning, or classroom sessions.
from on-site and digital training sessions on that topic over the next
Certain entities offer onboarding sessions to newcomers, enabling
two years. A training session on that topic will also be included in
them to rapidly understand the way in which Ubisoft operates,
the newcomer onboarding program so that the practice becomes
the different business lines, their duties and the tools they will be the rule for everyone.
using on a daily basis.

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Employee-related indicators

5.3.2.4 Encouraging a collaborative sites. Ubisoft organizes and structures key information so as to
approach within teams facilitate the access to, and sharing of, such information within the
teams. All internal sites can be accessed via a single portal, with a
Collaboration is an inherent part of Ubisoft’s business and company search engine, internal directory, information streams and
the majority of games are developed as a result of multi-studio discussion groups. In addition, a whole catalogue of tools facilitating
collaboration. A culture of knowledge-sharing is essential to the exchange and collaboration (such as a collaborative work space,
performance of the teams and Ubisoft focuses on tapping into instant messaging, web and video conferencing, etc.), as well as a
and transferring expertise, as well as on improving individual and dedicated team, are on hand to provide employees with day-to-day
collective ways of working. support.
Teams receive personalized support to help them work effectively
together. Prior to projects, training is provided on request and
teams are given the tools to facilitate collaboration. At the end of the
project, a “post-mortem” is held to share best practice and discuss
areas for improvement.
❙ 5.3.3 DIVERSITY AND INCLUSION

Networking and the sharing of best practice are also facilitated in The diverse range of professional profiles at Ubisoft is inherent
different ways: to the creativity and innovation the Company needs to stay at the
forefront of innovation and technology. The process of creating a
♦ international meetings of experts are held several times a year. video game brings together teams with very different backgrounds
These last for several days and take the form of presentations and and training to produce the best game possible. The Group promotes
roundtables, during which experts are invited to discuss various an inclusive work environment through cultural, gender and age
subjects relating to new trends, tools and best practices to be diversity. The development of all forms of diversity within the teams
adopted from game production to post-release management; is crucial to address the industry’s future challenges and reflect the
♦ monthly Q&A sessions are held on the internal social network diversity of the world around it.
with leading experts;
♦ feature articles are produced with experts on the Group’s strategic 5.3.3.1 Raising awareness of the importance
issues; of diversity among teams
♦ teams can initiate online discussion forums to exchange ideas At the end of March 2018, the Group was composed of 20.8% women
on various topics.
and 79.2% men. This distribution, like that of the wider gaming
The majority of knowledge-sharing events are broadcast in video industry, is mainly due to the fact that production roles tend to
form and are available on the Group’s internal network. In some attract men and account for 85.4% of the Ubisoft workforce (see
cases they can be live-streamed to allow interaction between the 5.3.1.1). However, in the space of 3 years, the Group managed to
presenters and audience. increase the proportion of women in its workforce by more than 1%
The Group focuses on employees’ digital experience by standardizing (from 19.8% at end-March 2015 to 20.8% at end-March 2018), in
and simplifying access to information and internal collaboration particular through awareness-raising actions and better visibility
of the recruitment of more female profiles.

BREAKDOWN OF MEN/WOMEN IN TOTAL HEADCOUNT

3/31/2018 3/31/2017

Total
79.2% 79.1%

20.8% 20.9%

81.6% 81.8%
Production

18.4% 18.2%

Business
64.2% 64.4%

35.8% 35.6%

Men Men

Women Women

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With 23.4% of women managers and 23.7% of women in top and the Group’s ability to provide an inclusive work environment.
management, the percentage of women in management is higher Today, just as many women as men are in a senior management
than the average percentage of women in the Group. This reflects role and report directly to the chairman and Chief Executive Officer.
the attention paid to equal treatment in the development process

Women in management 03/31/18 03/31/17

% of women in top management (1) and/or in the Executive Committee (3) 23.7% 23.1%
% of women in management  (2) (3)
23.4% 24.1%
(1) A top manager is defined as a member of the Executive Committee or a Director reporting directly to the Executive Committee
(2) A manager is defined as someone who is hierarchically responsible for at least one person (also including interns not counted as staff)
(3) Number of women in (top) management in relation to the total number of employees in (top) management

Employment 03/31/18 03/31/17

Female hire rate (1) 22.1% 23.0%
(1) Number of women hired as a percentage of the total number of hires

The stepping-up of efforts to increase diversity within the teams is a Newcastle studio launched Diversity Workshops focusing on
first step to open up the teams to new profiles. Thus, throughout the various themes concerning the respect of differences;
Group, a pilot training course was provided during the financial year
♦ many studios are continuing to partner with associations that
to raise the awareness of the human resource teams of some ten
advocate for a greater role for women in the industry, particularly
Group studios of the influence of unconscious biases on HR processes
among the next generation. The San Francisco and Red Storm
(recruitments, promotions, etc.). More than 80 recruiters and HR
studios thus continue to support the national association Girls
managers benefited from a 7-week course aimed at reducing the
Make Games, both financially and through team volunteering.
impact of their personal biases on decision-making, and thus opening This year, the San Francisco studio thus hosted a summer camp
up the Company to a greater diversity of profiles.
in its premises, introducing girls to programming and the creation
The outcome is particularly visible at the local level, on sites which of video games. The Montreal and Toronto studios are continuing
have undertaken additional actions, both in-house and externally: their respective collaborations with the non-profit organizations
Pixelles and Ladies Learning Code. Ubisoft’s French sites took
♦ the display of an equal opportunities policy at French sites, as
part in this year’s launch of Women in Games France, a network

5
well as at the San Francisco, Toronto and Newcastle sites;
which brings together the industry’s most influential female talents
♦ the organization of diversity support groups by certain studios. to promote the feminization and diversification of the sector.
In Sweden, the Massive studio thus continued to support its
Moreover, the intranet site launched in 2016 and dedicated to the
“Equal Opportunity Group” – an internal community where
sharing of good local practices is regularly enhanced with new
concrete measures are discussed to encourage employees from
initiatives conducted by different subsidiaries to promote diversity
disadvantaged or under-represented communities to gain access
and inclusion within the Group.
to the same opportunities as all other employees. This year, the

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5.3.3.2 Measures taken to improve gender Men and women are given the same level of access to learning and
equality skills development, since training is open to everyone. At the end
of March 2018, the training rate was as follows:
In terms of equal opportunities, the human resources policy is
designed to ensure equal access to learning and development
opportunities, as well as fair pay for equal skills and performance.
To that end, indicators were defined at Group level to identify the
areas in which action is needed to promote gender equality.

TRAINING RATE BY GENDER*

March 31 March 31
65% 2018 69% 57% 2017 63%

* Number of women (men) trained as a percentage of the average female (male) headcount.

MALE-FEMALE PAY RATIO*

The male-female pay ratio, at an equivalent contribution level, is 103.7% for teams with a full-time, open-ended or fixed-term contract
within the Group.

March 31 2018 March 31 2017

103.7% 104.2%

* The male-female pay ratio is calculated for business lines in which both men and women are represented and are employed under full-time, open-ended or fixed-term contracts.
It is determined based on the male/female ratio for each level of responsibility at each subsidiary, weighted by the corresponding headcount.

Various initiatives are carried out to improve gender equality and posted by the studio, in order to encourage more women to apply.
promote inclusion within the work environment: Moreover, the Future Games of London (FGOL) and Toronto
studios recruited women via specific networks promoting the
♦ in communications, most studios put the spotlight on female
sector’s female talents;
talents in their external releases on key projects. Numerous
studios (including those in Montreal, Paris, Toronto, Halifax, ♦ concerning the development of an inclusive culture, this year,
and others) give girls the opportunity to discover video game the Montreal studio allowed the creation of a support group to
jobs and careers by following a female employee over an ordinary facilitate the integration of new female employees. In addition,
day’s work; the Paris studio called on the services of an expert in interpersonal
communication in order to strengthen the production teams’
♦ concerning recruitment, several local initiatives introduced
sense of dialogue and inclusion and fight against minority effects.
this year were aimed at improving the attractiveness of female
Furthermore, the RedLynx studio in Finland now conducts
talents. The Montreal studio thus launched a project to ensure
surveys on the topic of workplace equity to get the employees’
that there were no gender connotations in any of the job offers
views on equal treatment.

* Number of women (men) trained as a percentage of the average female (male) headcount.

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5.3.3.3 Cultural diversity

Ubisoft is present in 31 countries across all continents. With 95 different nationalities, Ubisoft cultivates the cultural diversity required
for a good understanding of the gamers and improved adaptation of games to cultural differences.

BREAKDOWN OF STAFF BY GEOGRAPHIC REGION

Geographic region 03/31/18 % 03/31/17 %

Americas 5,070 36.9% 4,627 38.9%
EMEA/Pacific 8,672 63.1% 7,280 61.1%

TOTAL 13,742 11,907

Number of countries 31 31

5.3.3.4 Measures to support the In France, the “Boost!” initiative, launched at the end of 2017, offers
employment and professional personalized support to all employees with disabilities. This initiative
enables these employees to benefit from dedicated arrangements
integration of people with disabilities (ergonomic workstations, equipment, working time flexibility, etc.)
The employment rate of disabled persons within the Group is 0.53%. and obtain help in all of the required administrative procedures
Its official disclosure is optional or prohibited in most of the countries to get their disabled employee status recognized. Moreover, this
where the Group operates. HR Managers thus provide data on office disability team actively shares information with all French employees
facilities to the persons who request it, yet without disclosing a to overcome prejudices concerning disabilities and promote the
specific employment rate. inclusion of disabled workers in the Company.
The Group is attentive to the development of an inclusive work Lastly, several Group sites (1) have established partnerships to
environment for persons with disabilities. This notably involves promote the employment and professional integration of persons
better accessibility of the premises. During the financial year, 64.4% with disabilities: firstly, in the recruitment process in order to identify
of employees worked in a building accessible to mobility-impaired job applications from persons with disabilities and, secondly, by
persons. Certain sites, such as the Toronto site, are working on calling on companies from the protected and adapted work sector
making the whole of their buildings accessible over the coming years. for office supply contracts and recycling initiatives.

Employment of people with disabilities (1)

Number of disabled workers at the end of the period
03/31/18
36
03/31/17
33
5
Employment rate of people with disabilities 0.53% 0.56%
(1) Information from companies with over 50 employees based in countries other than France where the local legislation imposes a quota on French firms and companies
(accounting for 49.1% of the Group’s workforce at the end of March 2018)

(1) Applicable to the sites in France, Montreal and Bucharest, accounting for 56% of the Group’s workforce at the end of March 2018

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❙ 5.3.4 WELL-BEING, HEALTH AND LABOR Ubisoft is also keen to encourage social events. Each subsidiary
organizes annual parties, concerts and internal competitions.
RELATIONS
In addition, most of the studios organize events and internal
Ubisoft is a group that makes the well-being of its teams one of celebrations to mark the release of our games.
the pillars of its global strategy. The work environment and the
organization of working hours play a fundamental role in this area.
5.3.4.2 Flexible working hours
Group policy, although complying with local legislation, provides
5.3.4.1 A friendly work environment
employees with a certain amount of flexibility when it comes to
Ubisoft strives to develop a friendly and pleasant environment in all organizing their working hours.
of its subsidiaries, with a range of workspaces adapted to the needs
The Group’s “flextime” policy is designed to give staff more control
of each individual (meeting rooms, relaxation areas, cafeterias).
over when they start and finish work. Employees can therefore adapt
The internal satisfaction survey conducted in 2017 confirmed a
their hours to suit their personal constraints, while still putting in
feeling of well-being at work shared by a large majority of employees.
their weekly hours. This policy, which has been introduced by the
Thus, 98% of employees felt that the “work environment is fun and
majority of subsidiaries, contributes to the well-being of the teams
friendly”, while 86% of them would recommend Ubisoft to their
as well as to individual work-related autonomy.
friends as “a great place to work”. Moreover, 80% of employees
stated that they “feel comfortable in their work space (workstation, Some subsidiaries also offer flexible working hours for parents.
space, light, noise, etc.)”. Once again this year, the good work For example, French sites offer adapted start times for parents
environment is the aspect most frequently mentioned by staff in during the annual back-to-school period. In addition, all sites allow
the blank comments field of the questionnaire. employees to take time off for personal reasons, for example if a
child is in hospital.
The Group also ensures that each employee is given the support
and resources they need for their development. 84% of employees Furthermore, because Ubisoft’s business is highly seasonal, intense
would “recommend their Manager to other people”, and 80% of game pre-launch periods sometimes entail adjustments in working
them feel that “the tools and processes available make for easy conditions and additional support for teams (mandatory breaks,
sharing and collaboration”. provision of meals, massages, etc.).

5.3.4.3 Monitoring absenteeism rates

Number of days of employee absence by reason (1) 03/31/18 % 03/31/17 %

Illness (all reasons) 52,434 40% 45,231 42%
Occupational accident (2) 413 0% 532 0%
Maternity, paternity and parental leave 25,340 19% 23,803 22%
Leave for family events and personal reasons 49,624 38% 36,933 34%
Other 3,473 3% 1,668 2%

TOTAL 131,284 100% 108,166 100%

Group absenteeism rate linked to occupational accidents
and illnesses (3) 1.66 1.63
Average number of days’ absence per employee 10.2 9.6
(1) Days of absence are defined in working days
(2) Occupational accident = fatal and non-fatal accidents occurring during or due to work, according to local practices. Occupational accidents are only recognized if they have been
reported to the relevant authorities and are being dealt with by said authorities
Please note that days of absence relating to occupational accidents are restricted to companies outside of France > 50 employees and French companies (accounting for
96.04% of the Group’s workforce at the end of March 2018), unlike other types of absence. The impact of this restriction on the absenteeism rate is considered to be minor
(3) Calculation method = total number of days of absence over the scope used/sum of theoretical number by company of days worked without these absences

At the end of March 2018, the average number of days’ absence per possibility of taking days off, in agreement with their manager,
person was 10.2, compared with 9.6 in the previous financial year. according to their needs or unforeseen life events.
This slight increase was mainly due to the rise in the number of
Moreover, the number of days’ absence due to illness rose in
days’ absence for personal reasons. Indeed, on most sites, to ensure
proportion to the increase in the Group’s workforce.
a good work/life balance for its employees, Ubisoft offers them the

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5.3.4.4 Supporting health and safety in the workplace

Promoting the well-being of its teams also means being attentive to the health and safety of its employees across the board.
As at the end of March 2018, the changes in indicators relating to health and safety in the workplace broke down as follows:

Health and safety in the workplace (1) 03/31/18 03/31/17

Number of occupational accidents with time off  (2)
35 16
Number of fatal accidents 0 0
Frequency rate of occupational accidents with time off (3) 1.543 0.959
Severity rate of occupational accidents with time off (4) 0.018 0.032
Number of occupational illnesses (5) 0 0
(1) For this indicator, occupational accidents and illnesses are only recognized if they have been reported to and are being dealt with by the relevant authorities
(2) Occupational accident = fatal and non-fatal accidents occurring during or due to work, according to local practices. Scope = companies outside of France > 50 employees and
French companies (accounting for 96.04% of the Group’s workforce at the end of March 2018)
(3) Number of occupational accidents with time off/total per company (average annual headcount * theoretical number of annual hours worked per employee) x 1,000,000
(4) Number of days lost per occupational accident/total per company (average annual headcount * theoretical number of annual hours worked per employee) x 1,000
(5) Occupational illness recognized according to applicable local legislation

At the end of March 2018, the number of occupational accidents with counseling and coaching if necessary. In addition, when staff
increased, while their severity rate dropped significantly. are faced with unusually difficult events, the subsidiaries arrange
for counselors to come on site to provide support.
Various local initiatives exist to prevent health risks or facilitate
access to healthcare professionals: ♦ Access to gyms and sport classes is a key feature of Ubisoft’s
well-being policy. During the financial year, 82% of employees had
♦ Medical check-ups supplied free or for a reduced fee
access to sport facilities or sporting activities on their site. Many
or eligible for reimbursement are available at some sites.
subsidiaries also offer courses in meditation or yoga, focusing
The Montreal studios (1) have a clinic which is open five days
on relaxation activities. Massages and relaxation programs are
a week. The clinic is not just for use by employees, but is also
also available at several sites.
open to their families for medical consultations. Employees at
the Bucharest studio (2) also have access to an on-site doctor ♦ Staff can help themselves to a selection of fresh fruit.
four days a week. More generally speaking, health prevention Generally speaking, healthy nutrition is encouraged via workshops
initiatives, led by health professionals, have been implemented or nutritional consultations, which offer advice on adopting better
at other Ubisoft subsidiaries.
♦ Health and safety training is provided each year. 158
eating habits or a healthier lifestyle. Some sites (such as Montreuil
and Toronto) go even further by offering employees the option of
having locally grown fresh fruit and vegetables delivered, which
5
employees were trained in 2017/2018. Various wellness events
they can then take home. Not only does this encourage healthy
are also organized: the Toronto studio holds a “wellness week”,
eating, but it supports local producers.
while the San Francisco, Reflections and Red Storm studios in
the United States have programs covering a portion of the costs
relating to wellness (“Body, Mind, Soul” program). In 2018, the 5.3.4.5 Constructive industrial relations
subsidiary in Pune (India) launched the “Be Stronger, Be Better”
program to raise employee awareness on the importance of taking Management-employee dialogue is based on exchange and
time off and resting in the event of illness, before returning collaboration as part of a close relationship with staff. It is led
to work. Lastly, the Montreal site employs a team of full-time by employee representatives in countries where this is a legal
ergonomists who advise employees on how to optimize their requirement.
workspaces to prevent health risks. In France, staff are represented by works councils, single employee
♦ A hotline (3) manned by psychologists helps relieve stress and representative bodies, health and safety committees and union
provides greater support for those who need it. The German representatives in companies where local regulations require them to
subsidiary Blue Byte GmbH and the Abu Dhabi studio also offer be appointed. Within this framework, employee representatives and
their staff preventive health screenings to detect and reduce management meet regularly to discuss the operation, development
anxiety and obesity (Cardio Stress Test, Body Fat Analysis), along and strategy of French companies.

(1) Accounting for 26.2% of the Group’s workforce at the end of March 2018
(2) Accounting for 12.1% of the Group’s workforce at the end of March 2018
(3) Introduced at the French and Montreal sites, which accounted for 43.8% of the Group’s workforce at the end of March 2018

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Finally, collective agreements negotiated with employee representatives are still in place, in a bid to involve staff in the performance of
the business (incentives/profit-sharing).

COLLECTIVE AGREEMENTS AND BREAKDOWN BY SUBJECT

03/31/18 03/31/17
Number of collective agreements  (1)
7 7

Breakdown by subject:
Compensation 7 7
Other subjects 0 0
(1) The scope of this indicator is worldwide, but as the concept of the collective agreement comes from French legislation, it is hard to emulate on an international level, which is
why foreign subsidiaries are not represented for this indicator

Furthermore, for the last 17 years, Ubisoft has conducted a worldwide Employees in France are covered under the Syntec collective
opinion poll of all its employees every two years. The poll serves agreement. This agreement regulates the working conditions of
a dual purpose: to gauge support for and understanding of the employees and related social-security regimes.
Group’s strategy, and to canvass the opinion of staff on key issues
such as employee wellness, career management, teamwork and
communication. The results are published within the Group via the
5.3.5.2 Elimination of workplace
internal social network as a way to engage in a direct discussion and professional discrimination
with employees and draw up targeted action plans. At some sites To make the best games on the market, Ubisoft gathers talented
the opinion poll is conducted via occasional “Pulse Surveys”, employees from different backgrounds and professional profiles (see
which provide an insight into the needs of staff and help define section 5.3.3). For this reason, the Group recruits varied professional
the appropriate actions to be taken. profiles and endeavors to combat discrimination, in all its forms.
Lastly, the corporate social network encourages interaction at Ubisoft is vigilant when it comes to management and hiring practices,
all levels of the Group. This widely used platform is accessible and has implemented several initiatives promoting diversity (see
to all employees. It encourages the exchange of information and section 5.3.3.1).
provides a forum for commenting on a variety of issues, such as new
developments in the video game industry or sharing best practice.
5.3.5.3 Abolition of forced or compulsory
labor and effective abolition
of child labor
❙ 5.3.5 PROMOTION OF AND COMPLIANCE Given the nature of the Group’s business (intellectual services)
WITH THE PROVISIONS OF THE and the countries where it operates, Ubisoft is not affected by this
FUNDAMENTAL CONVENTIONS issue. Ubisoft employees must be highly qualified, which effectively
OF THE INTERNATIONAL LABOR precludes child labor. However, children may visit our studios for
ORGANIZATION games testing or consumer panel surveys. Ubisoft remains vocal
about its intention to uphold the effective abolition of child labor
at sites where this is a sensitive local issue (in India and China, for
5.3.5.1 Respect for freedom of association example).
and the right to collective bargaining
Ubisoft respects freedom of association and the right to collective
bargaining (See section 5.3.4.5).

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5.4 Environmental indicators

❙ 5.4.1 GENERAL ENVIRONMENTAL POLICY Data on the Group’s environmental impact solely covers its direct
video game production, publishing and distribution activities and
those relating to ancillary products.
5.4.1.1 Key areas of progress
The Ubisoft Group’s environmental actions revolve around 5.4.1.3 Employee awareness-raising
4 major axes. and training
1. The digitization of video games provides Ubisoft with an Employee awareness and training are carried out both Group-wide
opportunity to optimize its impact on the environment. The in order to reach all teams, and locally by each subsidiary.
downloading of a game in digital format emits six (1) times less
greenhouse gases than the packaging of a DVD and its transport These actions focus on various environment-related topics, such as
to its point of sale. prompting employees to switch off their computers at the end of the
day, and raising their awareness of recycling waste in accordance
2. The optimization of business trips has been identified as an with local rules. They can also focus on broader issues, such as the
avenue for progress. Indeed, the game development strategy is implications of sustainable development, or the eco-friendly habits
based on an organizational structure involving several countries. to be adopted by employees on a daily basis.
The international teams work in close collaboration to produce
high-quality games. As a result, business trips constitute a major ♦ The Group’s internal CRS site provides the teams with
source of greenhouse gas emissions for the Ubisoft Group. information on the Group’s main environmental impacts, its
footprint reduction targets, and the initiatives undertaken Group-
3. Improving energy efficiency is a way for Ubisoft to progress wide and within individual subsidiaries. A site dedicated to eco-
at an environmental level. The Group strives to improve its friendly practices is also available, focusing on the simple habits
energy efficiency through eco-responsible choices in the that employees can adopt in their working lives. The Code of
renovation and construction of buildings. Opting for renewable Conduct, which includes a page to help employees adopt a more
energy sources for its electricity contracts is another major sustainable approach in decision-making, is also available via this
focus of attention. In this regard, the proportion of renewable page. The internal social network also has a “green” community.
energies used by Ubisoft amounted to 78% in 2017. In addition, an e-mail address is available to contact the CSR team
4. Encouraging employees to adopt eco-friendly habits for advice or assistance with various environmental initiatives.

5
is another avenue for improvement for Ubisoft. In order to ♦ In Canada, Ubisoft’s Montreal studio proposed events open to
optimize its impact on the planet at all levels, Ubisoft strives all employees during the Earth Day week. Training sessions
to increase its efforts to raise its employees’ awareness of were offered on eco-friendly practices such as “Cultivating your
environmental issues. balcony” to encourage employees to grow their own vegetables on
their balconies, and “Repairing your bike” to encourage them to
5.4.1.2 General organization use this green mode of transport. On a more sustainable level, the
studio has developed a web page dedicated to the environment.
The CSR Department is tasked with assessing the Group’s It enables everyone to find out about and share information on
environmental impact. It is responsible for leading and coordinating the ecological initiatives taking place in Montreal (2).
the action plans identified.
♦ Similarly, “Ubi Green” – a day event dedicated to sustainable
The carbon audit carried out in early 2015 with an external consulting development – was organized for the Montreuil premises
firm identified the main sources of the Group’s greenhouse gas in France. Employees were invited to take part in activities
emissions (see section 5.4.4 – Climate Change). The results were focused on waste sorting, the production of home-made hygiene
then used to define environmental priorities and launch employee products, or the repair of IT equipment. On that occasion, the
awareness initiatives. CSR Management presented Ubisoft’s carbon footprint to all
In addition, the IT purchasing policy is centralized at Group level. employees, through a conference broadcast live to the various
This means that more powerful hardware can be chosen without Ubisoft sites and subsequently available on replay on the Group’s
compromising on energy efficiency. intranet.

(1) The six-to-one ratio stems from a study conducted by a green IT consultant in 2017. This study includes the greenhouse gas emissions generated
by the activities of Ubisoft and its gamers (excluding games and equipment at the end of their life cycles)
(2) http://montreal.ubisoft.com/fr/ubisoft-et-lenvironnement/

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♦ In Toronto, a Green Committee was set up on the employees’ Nevertheless, the Group remains alert to regulatory changes in
initiative. It consists of 11 employees from the studio’s various countries where it is present.
business lines. This committee undertakes a variety of initiatives The Group’s main expenses and actions for the protection of the
such as organizing the collection of electronic waste, setting
environment are further examined and detailed in this report’s
up a bike sharing system for employees, and installing motion
Climate Change and Circular Economy sections.
detectors to manage the lighting of buildings. This committee
also raises the awareness of employees by putting up posters
on environmental issues such as recycling, and the habits they
should adopt to reduce their impact on the planet.
♦ In Australia, a designated team is tasked with questioning ❙ 5.4.3 PROVISIONS AND GUARANTEES
employees on the objects amassed in their work space. As a The Group currently has no knowledge of any industrial or
result, the teams must adjust their orders of materials, and think environmental risk. Ubisoft did not record any provision, purchase
up solutions to avoid any future accumulation and dispose of any insurance to cover potential environmental risks, or pay any
any waste in a responsible way. compensation in this regard during the financial year.
♦ The teams in Kiev (Ukraine) have continued to participate in
the “Ukraine without waste” program, aimed at reducing the
country’s waste and raising the awareness of employees. To this
effect, posters supplied by “Ukraine without waste” have been
put up in the premises, as well as recycling bins to encourage ❙ 5.4.4 CLIMATE CHANGE
waste sorting.
♦ Other initiatives are conducted in the Ubisoft Group’s various 5.4.4.1 Greenhouse gas emissions
studios and offices. These awareness-raising actions stress
To measure its environmental footprint and define the measures to
the importance of complying with local recycling rules, while
be put in place to reduce greenhouse gas (GHG) emissions, at the
reiterating the principles of reduction of energy consumption
end of January 2015 the Ubisoft Group hired an external service
(switching off one’s computer when leaving the office, switching
provider to carry out a carbon audit. The approach used was both
off lights, etc.). They also encourage employees to reduce office
quantitative – measuring the carbon footprint according to the
waste, for example by using a personal cup rather than disposable
latest standards (Bilan Carbone® and Greenhouse Gas Protocol®)
cups.
and semi-quantitative, measuring other environmental impacts in
Awareness-raising campaigns are run at least every 2 years. As a terms of resources (energy, water, raw materials).
result, 42 sites (1) conducted at least one awareness-raising campaign
For 2017, Ubisoft’s GHG emissions amounted to 86.1 kilotons of
between January 1, 2016 and December 31, 2017. In 2017, 32 sites
CO2 eq. The scope (3) taken into account was extended in comparison
conducted at least one awareness-raising campaign.
with 2015.
The main sources of greenhouse gas emissions from Ubisoft’s
business activities are as follows:

❙ 5.4.2 PREVENTING ENVIRONMENTAL ♦ the manufacture, shipment to warehouses and distribution of

video game cases/DVDs and ancillary products, activities that
RISKS AND POLLUTION
have been subcontracted by the Group;
Ubisoft’s definition of environmental risk is based on the GRI
♦ business travel by employees;
definition contained in the G4 guidelines (2).
♦ the energy consumed by buildings, heating and air conditioning
The Group’s own activities do not present any significant industrial systems, and servers;
and environmental risks since the Group does not manufacture the
video games, audiovisual products or associated ancillary products ♦ IT equipment;
it publishes and distributes. ♦ purchase of services.

(1) Representing 71% of the workforce at March 31, 2018

(2) “An environmental risk refers to the possibility of incidents or accidents occurring that are caused by the activities of a company, which may have
harmful and significant repercussions for the environment. Environmental risk is measured by considering the probability of occurrence of an
event (risk) and the level of danger.”
(3) Increase in the categories of IT equipment taken into account

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BREAKDOWN OF THE GROUP’S GHG EMISSIONS IN 2017

4% 1%
5%
5%
25%
Business trips Buildings
12% IT assets Employee commuting
(excluding servers)
86.1 ktCO2eq Purchase of services
Visitors
Freight
Manufacturing
Datacenters

14% 20%

14%
ENERGY CONSUMPTION AND USE OF RENEWABLE ENERGIES
Ubisoft only measures electricity as an energy source, as other energy sources are a negligible part of Ubisoft’s consumption in comparison.
In 2017, the Group’s total consumption amounted to 51,145 MWh for its work sites and servers.
For the Group’s work sites, consumption amounted to 41,291 MWh (1) (i.e. 7,342 metric tons of CO2 equivalent) breaking down as follows:

Carbon
footprint in
United Other metric tons
(in MWh) Canada France Romania States China Countries Total of CO2eq
2017 20,526 6,083 4,017 2,011 1,620 7,034 41,291 7,342
2016 18,633 5,814  (1)
3,613 1,557 1,605 5,583 (2)
36,806 5,674

5
(1) Unlike in the figure given for 2016, the consumption of the Paris datacenter was not taken into account
(2) Corrected 2016 figure

The 12.5% increase in electricity consumption (1) at end-2017 to be supplied by the energy supplier Hydro-Québec, which generates
compared with the previous year was mainly due to staff hires, 99% of its power from hydroelectric dams. A total of 38 sites source
the extension of premises, the upgrade of the IT infrastructures more than 10% of their electricity from renewable energy. Other
required for the Group’s growth, and the inclusion of new sites in sites have also decided to increase the share of renewable energies
the scope covered. in their energy supply. Thus, 77% of the energy consumed in 2017
in the Group’s work sites stemmed from renewable sources, versus
A significant portion of the electricity used by the Group stems from
70% in 2016.
renewable energies, thereby limiting its carbon footprint. Most of
the French and Canadian sites use energy from renewable sources Due to the fact that the operation of the datacenters is energy-
(hydraulic, wind, solar, etc.). The Montreal and Quebec sites continue intensive, their consumption was measured separately.

(in MWh) 2017 2016 Change

Paris 2,609 2,730 -4%
Hong Kong (1) 347 294 18%
Montreal 6,897 5,306 24%

TOTAL 9,853 8,330 15%

(1) Datacenter managed by a third party

(1) Excluding the consumption of datacenters

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In 2017, the increase in electricity consumption was due to the For example: the eco-energy retrofit project which began in 2014
replacement of servers with more powerful versions and their more for buildings at the Montreal site is still ongoing. Workspaces
intensive use to support the growth of the online and digital business. have been redesigned for optimum sun exposure, while efficient
The datacenters’ greenhouse gas emissions amounted to 434 metric insulation systems reduce energy consumption,
tons of CO2eq (1). In the French and Canadian datacenters, 99% of
• in France, the Ivory Tower premises in Lyon were recently
the energy consumed is from renewable sources, thereby greatly
renovated, including the installation of solar panels. The
limiting those centers’ environmental footprint.
building’s electricity contract, like for all of the Group’s French
Their power consumption is closely monitored. To cut back on the buildings, provides for 100% renewable energies. This work
energy consumed by servers, the Group’s largest server rooms have also involved the improvement of the building’s insulation, the
been using “freecooling” technology since 2015. This technique installation of electrochromic glass to help regulate light and
consists of using the outside air to cool the room, thereby reducing heat in the premises, and the replacement of light fixtures with
the overall energy consumption of the infrastructures. The Paris LED lights to reduce electricity consumption,
center also has an Optimized Management Interface (OMI) to
• the use of low-energy light bulbs is increasing within the Group.
regulate the air-conditioning system in real time, according to server
Numerous sites use LED lighting due to its energy-efficient
workload, thereby optimizing electricity consumption. The OMI was
properties and longer life, thereby reducing the environmental
optimized in March 2017 to further reduce energy consumption.
impact and providing more efficient lighting.
Other actions are also undertaken to improve the centers’ energy
efficiency (more efficient servers, densification). PRODUCT MANUFACTURING AND
At the same time, the vast majority of Group servers are virtual, TRANSPORTATION
given that a virtual server consumes approximately 10 times less The Group’s GHG emissions mainly stem from our suppliers’ use
electricity than a physical server with the same configuration. At of raw materials for the manufacturing of our standard products
end-December 2017, the Paris and Montreal server rooms continued (video game cases, DVDs, etc.) and non-standard products
to have a significant virtualization rate of 72%. (ancillary products such as figurines, printed materials, etc.), and
the transportation of these products from the production sites to
In 2017, the Group continued to identify and encourage measures
the sales outlets.
to reduce overall energy consumption. These initiatives are
decentralized and vary depending on the site. Some have chosen to In 2017, the CSR Department improved its data collection process
limit their consumption, while others have adapted their installations and its assessment of the GHG footprint of the manufacturing and
to use less power: transportation of Ubisoft products.
♦ many sites have introduced measures to limit the consumption As the manufacturing is outsourced, it has an indirect footprint for
of their air conditioning and lighting systems: Ubisoft. The GHG footprint of the manufacturing of physical video
games and ancillary products was evaluated at 11.7 ktons of CO2 eq,
• as mentioned in section 5.4.1.3 – Employee awareness
compared with 10.8 ktons of CO2eq in 2016. This increase is due to
and training – in 2017, 32 sites conducted communication
the expansion of the Group’s business. More detailed information
campaigns to remind employees of the daily habits to adopt to
on the consumption of raw materials is available in section 5.4.5.2 –
avoid electricity wastage. For example, staff are encouraged to
Sustainable use of resources – of this report.
switch off lights and computers when leaving work, or to turn
on heaters or air conditioning only when necessary, The transportation of the products from their manufacturing sites to
their sales outlets accounts for 3.9 kilotons of CO2eq, representing
• smart devices for air conditioning systems to avoid using air
5% of the Group’s total GHG emissions.
conditioning when there is no one in the offices,
• some sites have movement sensors or systems that automatically GROUP TRAVEL POLICY AND IMPACT OF
switch off lights when not in use, so that lighting can be adjusted BUSINESS TRIPS
to suit employees’ needs;
The Group’s travel policy is aimed at controlling the environmental
♦ other sites are investing in optimizing their installations to reduce impact of employee travel, which is one of the main sources of
consumption: greenhouse gas emissions, accounting for 26% of the carbon footprint
• by renovating buildings, along with their heating and air in 2017. The increase in the carbon footprint is proportional to the
conditioning systems. increase in the distance traveled.

(1) 355 metric tons of CO2 in 2016. 18% increase in 2017

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The 9.6% increase in the distance traveled – i.e. from 87.1 million free of charge up to 3 times a week for commuting purposes.
kilometers in 2016 to 95.5 million in 2017 – is due to the growing Bikes are also available to employees on the Toronto and Malmö
number and size of game development projects requiring sites. In addition, numerous sites have installed bike racks to
international inter-studio collaboration. This increase is lower encourage employees to use their own bikes.
than the staff increase (1), confirming Ubisoft’s rationalization of
business trips.
5.4.4.2 Adapting to climate change
Due to the Group’s international scale, employees frequently have
to travel to other sites. Consequently, the Group seeks to optimize Due to the nature of its business activities and the location of its sites,
travel wherever possible. To this end, several measures have been Ubisoft is not directly affected by the consequences of climate change.
put in place: Every time Ubisoft chooses a new building or has one built or
♦ videoconferencing is recommended whenever possible to renovated, the environmental dimension is taken into account.
avoid travel. The criteria taken into account for the use of such As mentioned in the section on energy consumption and use of
facilities include, on the one hand, the number of participants, renewable energies, the Ivory premises in Lyon underwent major
the number of regions, the importance of the meeting and its renovations in 2017, involving the improvement of the building’s
duration, and, on the other hand, the total travel cost for all insulation and lighting system, and installation of solar panels on
participants, and the savings made by using such facilities. To the roof.
this effect, numerous sites stated that they had videoconference
rooms. All of the Group’s subsidiaries have computers with the 5.4.4.3 Group’s GHG reduction objectives
Skype for Business application;
Ubisoft strives to optimize its carbon footprint in a high-growth
♦ in 2017, a business trip guide was sent to all Ubisoft subsidiaries. business. In 2017, its GHG footprint per employee was thus reduced
This guide includes advice to make business trips more
from 7.1 metric tons of CO2eq (as appraised by an external consultant
environmentally friendly. When videoconferencing is impossible,
in 2015) to 6.4 metric tons. Ubisoft’s objective is to maintain that
employees are encouraged to travel by train rather than by plane
ratio.
whenever possible, and use clean, safe, ecological, affordable
means of transport once on site. In general, preference is given
to the least expensive and most environmentally friendly means
of transport. Train travel is also the means of transport favored
in certain European countries (France, Germany, UK) for short ❙ 5.4.5 CIRCULAR ECONOMY
and domestic trips;
♦ efficient management of employees’ appointments so that their
travel is limited to the absolute minimum (policy of reducing
5.4.5.1 Waste prevention and management
travel). For example, the travel policies implemented in sites
such as those of Toronto and Newcastle encourage employees
The Group has identified four categories of waste linked to its
business activities: 5
to schedule several business meetings during the same trip in
♦ waste electrical and electronic equipment (WEEE);
order to optimize their travel.
♦ paper;
EMPLOYEE COMMUTING ♦ products that cannot be sold on distribution platforms (marketing
Employee commuting accounts for 5% of Ubisoft’s GHG footprint. items, promotional items, etc.);
Hence, numerous sites have introduced measures to enable their
♦ other consumables (batteries, ink cartridges, capsules, etc.).
employees to travel to work in an environment-friendly way.
Initiatives include the following:
WASTE ELECTRICAL AND ELECTRONIC
♦ the use of public transport and carpooling to reduce emissions. EQUIPMENT (WEEE)
The Sydney studio encourages employees to use public transport Ubisoft actively participates in the sorting and recycling of WEEE,
by paying for part of their subscriptions; mainly consisting of IT equipment at the end of its useful life. In
♦ the Toronto subsidiary has subscribed to Smart Commute, a 2017, the number of sites who stated that they recycled this type
platform operated by the city of Toronto to facilitate ride-sharing of waste amounted to 51 (2).
among city dwellers; The sites manage WEEE by calling on external service providers,
♦ certain studios encourage staff to commute to work by bike. The organizations or companies specialized in the dismantling of
Blue Byte studio in Germany is a certified “eco-friendly employer” IT equipment, with whom they sign a recovery/dismantling/
because of the way it promotes cycling as a form of transport recycling contract. All WEEE treatment operations are carried out
among its employees. Montreuil employees can borrow bikes in compliance with applicable laws and standards.

(1) 15% increase in the average headcount between 1/01/17 and 12/31/17, compared with the average headcount between 1/01/16 and 12/31/16
(2) Representing 93% of the Group’s workforce at 03/31/18. In 2016, 42 sites, representing 88.4% of the Group’s workforce at 3/31/17, stated that
they recycled WEEE

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Moreover, part of the discarded IT and electronic equipment is OTHER WASTE SORTING PRACTICES
donated to schools or non-profit organizations, or sold or given out Most sites have collection points for recycling and sorting waste.
to employees. Some studios, like those in Montreal and Montpellier,
have adopted a community-minded approach, as they entrust their Several subsidiaries place recycling bins in prominent locations
used equipment to charities who either distribute it to people in on site, labeled by type of waste. These recycling points are used
need or sell it to them at a very low price. In Barcelona, this is valid to sort paper, aluminum, plastic and food waste. These collection
for all waste recycled by the site. points are generally situated in offices, communal areas or at the
entrance to each floor. In France, employees at the Montreuil site
can also drop off certain used items – such as batteries, light bulbs
PAPER
and mobile phones – at reception for recycling. Organic waste is
In 2017, 47 sites (1), recycled or sorted their waste paper. also handled in a specific way on certain sites.
Mindful of the environmental impact of paper consumption, the Several sites have launched initiatives to reduce or even eliminate the
sites are continuing to recycle their paper through waste sorting at use of plastic and paper cups in their buildings. The Montreal studio
their premises or collection areas or by outsourcing to specialist has introduced a “zero disposable cup” policy in its premises and has
companies as in Canada, the United States and France. been eliminating them gradually since February 2017. Employees
are encouraged to bring their own cups and therefore benefit from
PRODUCTS THAT CANNOT BE SOLD a reduced price on coffee. The Annecy studio in France no longer
This product category includes non-distributed promotional goodies, offers disposable cups. Other sites such as those of Buccinasco,
posters, trade show stands and promotional tools. When such Barcelona and Morrisville have given flasks to all of their employees
products cannot be donated or re-used, the stocks remaining in to replace the disposable cups.
distribution platforms are scrapped under the direct responsibility
Numerous sites also strive to give their waste a new lease of life by
of the warehouses (external service providers except in Italy). This
repairing what can be repaired in order to reduce waste. For example,
is organized by suppliers or sites’ warehouse managers. The various
the Madrid subsidiary has teamed up with the SEUR Foundation,
destruction tasks are carried out under the supervision of official
sending part of its plastic waste so that this can be used to make
bodies and are outsourced to external companies to be recycled,
prostheses for children with special orthopedic needs. In Sweden,
burnt or buried.
by collecting redeemable cans and bottles, 22,000kr was raised for
the non-profit organization Hungerprojektet, which participates in
OTHER CONSUMABLES women’s literacy initiatives in Malawi.
Most sites also organize the collection and sorting of waste
consumables such as batteries and ink cartridges. In 2017, 47 sites
stated that they recycled this type of products (2). 5.4.5.2 Sustainable use of resources
The collection of this waste may be organized by the entity’s IT team,
CONSUMPTION OF RAW MATERIALS
or be done via on-site waste collection facilities. This waste is then
treated by specialized external service providers, organizations or The carbon audit carried out in early 2015 made it possible to
companies, in compliance with applicable laws. measure the carbon footprint resulting from consumables used by
our suppliers to manufacture standard products (physical video
game media such as cases, DVDs, etc.) and non-standard products
(ancillary products such as action figures, posters, etc.). The 2017
carbon footprint update has made it possible to measure the impact
of the manufacture of physical products on Ubisoft’s footprint. This
outsourced activity has an indirect impact for Ubisoft. The tonnages
and CO2 equivalent of raw materials used break down as follows by
type of products and materials:

Standard products PP (1) Paper Polycarbonate

In metric tons 2,488 1,152 459
In metric tons of CO2eq 4,977 1,520 3,555
(1) Polypropylene, a semi-crystalline thermoplastic polymer

(1) Representing 84% of the Group’s workforce at 03/31/18. In 2016, 43 sites, representing 91.4% of the Group’s workforce at 3/31/17, stated that
they recycled paper
(2) Representing 85% of the Group’s workforce at 03/31/18

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For standard products, total emissions amounting to 10,052 metric tons of CO2eq in 2017, and 8,647 metric tons in 2016.

Non-standard products ABS (1) PVC (2) Cardboard Paper Fiberglass MDF (3)

In metric tons 41 148 261 285 9 21
In metric tons of CO2eq 154 861 277 373 30 25
(1) Acrylonitrile butadiene styrene, a thermoplastic polymer
(2) Polyvinyl chloride, a thermoplastic polymer
(3) Medium Density Fiberboard

For non-standard products, total emissions amounting to 1,721

metric tons of CO2eq in 2017, and 2,134 metric tons in 2016.
❙ 5.4.6 COMBATING POLLUTION

The Group is continuing its digitalization policy for its video

games business. This accounted for 56% of sales at the end of 5.4.6.1 Discharges into the air
December 2017, compared with 47% in 2016. This policy allows the The Group’s transport activities, generated by the distribution of
optimization of material consumption in relation to business growth. physical video games, are responsible for a certain amount of air
Furthermore, the actions taken in the past to reduce the consumption pollution as a result of greenhouse gas emissions.
of paper and ink cartridges continued in 2017. Thus, 36 sites Likewise, business trips by Ubisoft staff, as well as employee
(accounting for 67% of the Group’s workforce (1) stated that they commuting, are also responsible for a certain amount of air pollution
promote the purchase of recycled or FSC/PEFC certified paper. from greenhouse gas emissions.
Further information on these emissions, which are monitored, is
Energy consumption available in the “Greenhouse Gas Emissions” section of this report.
Detailed information on these consumptions and emissions are
available in the “Climate Change” section of this report. 5.4.6.2 Discharges into water or soil,
and other forms of pollution
Due to the nature of Ubisoft’s core business, the likelihood of
the Group producing organoleptic nuisances or air, water or soil
emissions is very low. Indeed:
♦ the waste generated by the Group is not classed as hazardous
under applicable legislation, except for certain WEEE classed
as such; 5
♦ the Group is not affected by accidental spills, given the nature
of its business;
♦ water is only used for domestic purposes.
Ubisoft’s activities generate little noise or light pollution.

(1) Headcount at 03/31/18. In 2016, 32 sites (accounting for 64.2% of the Group’s workforce at 3/31/17) stated that they promote the purchase of
recycled or FSC/PEFC certified paper

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5.5 Societal indicators

As a company which is firmly rooted in its local environment, Ubisoft At the end of December 2017, local employees accounted for
prioritizes local economic development and is committed to forging 80.9% of the Group’s workforce, in line with that of the previous
sustainable links with communities. The Group focuses on three financial year. In line with its diversity policy, the Ubisoft Group
key areas: encourages multiculturalism within its subsidiaries by locally
1. supporting local economic growth (section 5.5.1); recruiting different nationalities and by sending employees on
international secondments. This only happens in the case of rare
2. supporting causes linked to our business (section 5.5.2); skills not available locally.
3. sharing social events with local populations (section 5.5.3).
In 2017, the 46 (1) subsidiaries surveyed took part in at least one
EMPLOYMENT SUPPORT
economic, academic or cultural initiative for the benefit of local The Group generates significant economic and social vitality in
communities. the districts, cities and regions where it operates. This year, David
Polfeldt, Director of the studio of Malmö (Sweden), was thus awarded
To strengthen its links to the local community, in December 2016 the
the title of “Scandinavian Manager of the Year” for the company’s
CSR Department launched a website open to teams to publicize the
efforts in terms of inclusion and reduction of social inequalities in
Group’s main societal goals and promote the sharing of inspirational
the city. For almost three years now, Good Malmö – the studio’s
ideas for local engagement.
spearhead program of initiatives to promote equal opportunities –
has been offering enriching work experience to young job-seekers,
with various partner companies.
Similarly, the Newcastle studio is a member of Dynamo North East,
❙ 5.5.1 SUPPORT FOR LOCAL ECONOMIC an initiative aiming to turn the local region into an emerging high-
GROWTH tech hub. The Reflections studio plays an active role in this endeavor,
as Skills Developer, by offering local residents the opportunity to
Ubisoft contributes to local economic development by creating
discover the various jobs in the technology and IT industry.
direct jobs, supporting local employment, and giving preference
to local companies for its local service needs.
PROMOTING LOCAL COMPANIES
CREATING JOBS Ubisoft also contributes to local economic development by calling
on local companies to provide a wide variety of services
Ubisoft contributes to local economic development by creating
to ensure its employees’ occupational wellbeing. In 2017,
jobs in the districts and cities where the Group has chosen to
almost all of the subsidiaries surveyed, i.e. 42 (2) of them, offered
set up premises.
this type of service to their teams.
For a solid assessment of the Group’s impact on local employment,
Moreover, a number of subsidiaries gave preference to local suppliers
in 2017, the CSR Department launched a pilot project to calculate
who took account of social and/or environmental criteria, thereby
Ubisoft’s local socio-economic footprint in France, via an external
increasing the sustainability of the local economic fabric:
service provider. The study, which used 2016 as its reference period,
deems that Ubisoft’s presence in France supports over 8,000 full- ♦ certain French sites (Annecy and Lyon) call on organizations
time jobs across the country. Moreover, 80% of the economic impacts dedicated to the integration of persons with physical or mental
of Ubisoft’s sites are regional, thereby boosting local economic disabilities for their food/catering requirements for various
development. events;

On Ubisoft’s Montreal site, which is celebrating its 20th anniversary ♦ at the Montreal, Montreuil, San Francisco and Toronto sites,
this year, nearly 3,000 direct jobs have been created since the site’s employees are offered baskets of fresh fruits and vegetables
opening. In view of ongoing growth, 1,000 additional jobs are from local organic growers.
expected at Ubisoft in Quebec over the next 10 years.

(1) Accounting for 99.2% of the Group’s total headcount in March 2018
(2) Accounting for 95.6% of the Group’s workforce at the end of March 2018

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❙ 5.5.2 SUPPORTING CAUSES LINKED video game schools. They presented their prototypes using the
latest augmented reality (AR) and virtual reality (VR) tools
TO OUR BUSINESS
and techniques;
Every year, Ubisoft engages with local communities by offering
• in partnership with the Simplon Foundation, which offers digital
innovative pathways to train the next generation of competent,
design training to the most deprived, Ubisoft organized Pimp
passionate workers, and put the power of play at the service of the
the Data, a collaborative hackathon involving employees and
most deprived populations.
students from the two organizations to come up with innovative
ways of using the data collected during video game sessions
5.5.2.1 Offering new learning pathways and optimizing the gamer experience.

In 2017, Ubisoft upheld its commitment to train the next ♦ In the Philippines, the Binan studio has committed to turning the
generation in new technologies and gaming. With the expansion of the digital sector into a growth lever for the most
growing interest of young students, entrepreneurs and schools in deprived. Via the Passerelles Numériques (Digital Gateways)
the opportunities offered by subsidiaries, the range of initiatives non-profit organization, it finances a higher-education high-
conducted by the Group has been greatly enhanced over recent years. tech course in the digital sector for ten young people from
disadvantaged backgrounds, most of whom live in areas that
♦ The CODEX program, launched two years ago, consists of a are frequently hit by climate-related disasters. According to the
variety of initiatives catering for all educational backgrounds. NGO’s estimates, this training program of almost 3 years enables
The idea is to promote video games as a source of motivation future graduates to find a steady job in less than 2 months and
and learning, which in turn will shape the next generation of earn 2 to 4 times the average local salary, thereby providing
technical creatives in Quebec. In 2017, the program’s initiatives support to these deprived families.
were supplemented with new opportunities:
Furthermore, Ubisoft supports the growth and maturing of new
• the Ubisoft Game Lab Competition gives students 10 weeks to entrepreneurs in the video game industry. Several studios now assist
develop a playable 3D video-game prototype with the support technology start-ups and provide them with the tools and expertise
of mentors from the Montreal and Quebec studios, based on they need to grow. In 2017, the Group partnered Station F – the
specifications provided by a panel of Ubisoft experts. Some thirty world’s biggest startup campus – to oversee the Video Games and
internships and jobs were offered to the Competition’s most Entertainment program. This program involves stimulating get-
promising talents. In addition, prizes totaling CAD 22,000 (1) togethers of Ubisoft teams, entrepreneurs, and external experts
were awarded to the winning teams; to shape tomorrow’s entertainment. Each participating startup
• via CODEX, the Montreal Museum of Fine Arts was granted works with Ubisoft to define its goals and meet experts to measure
financing for its interactive app “What a History!” for digital its progress.
tablets. This new e-learning tool enables school groups to browse In Canada, in 2017, the Quebec, Montreal and Toronto studios
through the Museum’s collection of Quebec and Canadian art.
Ubisoft Montreal also contributes to the Museum’s support
program “Coup de pouce aux familles” which distributes
launched the Ubisoft Indie Series, an annual competition aimed at
independent Canadian video game development studios. In 2017, 5
the three winning teams each received financing of US$ 50,000 (3).
15,000 passes per year to 60,000 parents and children from They also benefited from mentoring by Ubisoft experts in their
underprivileged backgrounds to enable them to discover the development (artistic guidance, creative guidance, programming
many benefits of art: self-discovery, openness to the world and advice, etc.), as well as help with the marketing and commercial
the development of creativity. promotion of their games.
As part of this program, initiated in 2015, Ubisoft Montreal has
committed to invest more than CAD 8 million (2) over five years,
including more than a thousand hours a year of mentoring by
5.5.2.2 Promoting the power of play
Ubisoft employees. alongside local NGOs
♦ In France, the Montreuil site organized two events to bring out As a major player in the entertainment industry, Ubisoft is convinced
creative young talents and foster innovative video game ideas: that playing is an essential requirement for everyone’s development
and fulfillment. Playing is a fantastic way of alleviating suffering,
• the Game Developers day: “The Next Generation” brought
promoting social ties, and encouraging self-development. For this
together, in Ubisoft premises, groups of students with innovative
reason, since November 2017, the Group has chosen to combine
projects to create tomorrow’s video games or play them in an
all of its sponsorship actions under the Play for Good program,
even more immersive way. Spotted by Ubisoft’s editorial teams,
aimed at supporting play and its benefits for disadvantaged people,
these young talents stem from the best interactive design and
by increasing its teams’ engagement with communities.

(1) Equivalent to €14.2 thousand at end-March 2018

(2) Equivalent to €5.2 million at end-March 2018
(3) Equivalent to €41.6 thousand at end-March 2018

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BRINGING PLAY AND ITS BENEFITS USING GAMING TO SUPPORT CAUSES

TO DISADVANTAGED POPULATIONS Ubisoft increasingly uses gaming as a way of supporting good
Numerous Group subsidiaries are actively involved with non-profit causes. Gaming acts as a fund-raising tool to help populations in
organizations who use play to entertain and brighten up the daily precarious or crisis situations, or to raise awareness among gaming
lives of disadvantaged, isolated or sick people. Ubisoft’s Australian communities of such issues.
subsidiary thus partners two complementary NGOs who recognize
Tom Clancy’s The Division thus organized a 24-hour gamer
the numerous benefits of play:
livestream on the Twitch site, during which fans were invited to
♦ the Starlight Foundation, which offers games, shows and make donations to the Multiple Sclerosis International Federation.
entertainment to children in hospitals. In 2017, the Australian Incidentally, one of the gaming community’s developers suffers
subsidiary donated US$ 35,000 (1) to the Foundation, in particular from the disease.
by involving staff in fund raising via sports challenges, and via
Following the humanitarian crisis suffered by survivors of Hurricane
Ubisoft fans at video game trade shows in Sydney;
Maria in Puerto Rico, Just Dance also donated US$ 50,000 (2) to
♦ the Checkpoint non-profit organization, which uses play to help support the fund-raising initiative of Puerto Rican artist Daddy
young people suffering from mental problems (depression, Yankee, one of the stars of the 2018 version of the game.
isolation, pervasive developmental disorders, etc.). By joining
Furthermore, in the UK, the partnership between the Future Games
a caring community of players, any person suffering from
of London studio and the OCEANA non-profit organization entered
psychological disorders can forge ties with others and thus regain
its third consecutive year: the studio now offers the purchase of
self-confidence.
functionalities in its Hungry Shark game, and all profits from these
In the UK, the Newcastle studio and the Future Games of London sales are donated to OCEANA, dedicated to the protection of sharks
studio both partner non-profit organizations that enable people and marine fauna. In 2017, the purchase of functionalities raised
with disabilities to play games on tablets or consoles. By developing more than €56,000 for the non-profit organization. Moreover,
innovative improvements (specially adapted joysticks, eye OCEANA invited the game development teams to take part in a
control, etc.), the Special Effect non-profit organization, financially week’s efforts to protect endangered marine species in the Atlantic
supported by the Newcastle studio, makes the pleasure of play ocean. On the strength of this success, in 2017, the studio also
accessible to these people. Playing is beneficial for their rehabilitation partnered the Oceanic Global non-profit organization, providing
and self-confidence. The Lifelites non-profit organization, which it with a VR version of the Hungry Shark game, as well as the
has been supported by the Future Games of London studio for the required high-tech equipment to raise the awareness of some one
past three years, supplies digital tools and devices to children in hundred young people on the impacts of climate change on the
hospitals, in order to make their stay more pleasurable. In 2017, marine ecosystem.
more than 10,000 children in hospitals were thus given access to
digital devices.
Furthermore, the French studios as a whole continue to make the
dreams of sick children come true via the Petits Princes non-profit
organization. In 2017, the studios of Annecy, Paris and Montpellier
❙ 5.5.3 SHARING SOCIAL EVENTS
WITH LOCAL COMMUNITIES
thus welcomed ten children and their families to show them the
hidden aspects of the creation of a video game and play our games Entertainment is at the heart of Ubisoft’s business. Numerous
with them. In addition, the French subsidiaries donated €20,000 subsidiaries have therefore hosted or participated in a variety of
to the organization to enable other children to achieve their dreams. local events. These are all opportunities to strengthen bonds and
increase exchanges among teams, fans and local communities.
FOSTERING COMMUNITY ENGAGEMENT To celebrate its 20th anniversary, the Montreal studio has thus chosen
AMONG TEAMS to harness the power of play for the benefit of local residents by
Through the Play for Good program, Ubisoft also wants to give organizing The Mile-End Summer, a 2-kilometer fun course open
employees effective new tools to engage with their communities. during the three summer months, celebrating play in all its forms:
Since November 2017, the Group has thus allowed its employees to outdoor games (inflatable castles, hopscotch, etc.), collective games
use up to 3 paid workdays per year for community activities. This (free-access sports grounds), giant board games, leisure and culture
new program is gradually being rolled out across all sites and will spaces (such as open-air libraries), etc. Furthermore, dedicated areas
be fully operational in 2018. called game boxes call on local residents’ community spirit by asking
In addition to giving time, the Group also allows the teams, via the them to bring games that other people will be able to discover free
Good Game initiative, to donate Ubisoft computer games to non- of charge. The Mile-End Summer is the biggest playground ever
profit organizations and public bodies working with disadvantaged set up in Montreal. It obtained the support of 25 local businesses
populations or isolated persons. This initiative allows each employee and organizations (canteens, local tradesmen, sports clubs, etc.). A
to give disadvantaged people the pleasure of playing games to which total of over 15,000 people benefited from the attractions offered.
they would otherwise have no access, and to share pleasurable
moments with them.

(1) Equivalent to €21.8 thousand at end-March 2018

(2) Equivalent to €41.6 thousand at end-March 2018

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❙ 5.5.4 DEVELOPING LONG-TERM RELATIONSHIPS WITH STAKEHOLDERS

The Group considers all people and organizations directly or indirectly affected by the Company’s business activities to be stakeholders.
By ensuring effective dialog with each stakeholder, Ubisoft establishes a long-term relationship which respects the interests of each of
them. The Group’s decentralized organization can be adapted to each local situation. The main methods of dialog with these stakeholders
are presented below:

Stakeholder Methods of dialogue

Customers ♦ Online communication (for online games)
♦ Consumer get-togethers (focus groups)
♦ Publication of information about our products
♦ Networking events during promotional tours (R6 invitational) or video game industry events
(E3, Gamescom, etc.)
Trade payables ♦ Buyer/supplier meetings
♦ Supplier selection process
Shareholders and investors ♦ Telephone conferences for presentation of results, meetings and plenary meetings
Employees ♦ Biannual employee satisfaction surveys
♦ Dialog with employee representation bodies (if applicable)
♦ Organization of Sharetimes and other teamworking initiatives
Research facilities and companies ♦ Collaborative approach, creation of and participation in R&D programs, university chairs, open innovation
events
Communities, NGOs ♦ Partnerships with local NGOs and/or non-profits on local issues
Local businesses ♦ Partnerships with local businesses (local retailers, etc.)
State, public organizations, etc. ♦ Participation in working groups and local and international organizations on the challenges
facing our industry
♦ Local meetings with town councils or local government concerning local issues

❙ 5.5.5 SUBCONTRACTORS AND SUPPLIERS 5.5.5.2 Production of games and ancillary

products: dedicated management
of CSR risks
5.5.5.1 Considering employee-related
and environmental issues in
the purchasing policy
For these two categories of purchases, the management of risks –
in terms of respect for human rights and fundamental liberties, 5
the health and safety of people, and the environment – is closely
The Purchasing teams work in a proactive way to ensure that monitored due to the large volumes of purchases involved, the
relations with suppliers are managed in a coordinated manner. A exposure of these products and the countries in which they are
procedure is thus being rolled out to appraise and monitor supplier produced.
performance in order to ensure long-term relationships with key
The production of video games (DVDs, cases) is overseen by the
partners, based on the identification of areas for improvement and
“First Parties” – Microsoft, Sony and Nintendo – who send Ubisoft
the monitoring of joint progress charts. This procedure integrates
their specifications, which include criteria concerning respect for
sustainability criteria (respect for fundamental rights, labor rights,
human rights and the environment.
risks & safety, the environment, detection of corruption, etc.) in
procurements, as well as relationships with suppliers. On both Nearly all of the production facilities of Ubisoft’s assemblers and
local and global scales, the Purchasing departments highlight the logistics providers are ISO 9001 certified, which means that they
benefits of those criteria on a daily basis. In 2017, the studio of comply with the “Safety and quality” process, or ISO 14001 certified,
Malmö (Sweden) thus opted for environment-friendly promotional relating specifically to the environment.
items by using biodegradable products. Likewise, the long-term Concerning other types of products related to video games (ancillary
relationship with the suppliers of the Ubisoft head office implies products), a compliance team dedicated to the EMEA region is
the appraisal of their own CSR policy. tasked with selecting subcontractors who comply with Ubisoft’s
specifications in terms of quality, pricing and CSR.

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For this purpose, a process was introduced to rank the risks according involved. In the case of the most significant purchase flows, these
to the type of products (volumes, exposure) and the country in processes are realized directly within tools, such as “Peoplesoft”,
which they are produced. for purchases relating to the production of finished products, or
The regulations applicable, such as the French law on the Duty of “Mint”, for marketing purchases;
Care, have thus been reiterated to all subcontractors concerned. ♦ the code of ethics for purchasing managed by the Group
They have also been asked to sign Quality Guidelines wherein summarizes the guidelines (fairness, impartiality, integrity,
they undertake to comply with a number of criteria, in particular legality, loyalty, honesty) and illustrates situations that could
concerning fundamental human rights, health and safety in the give rise to conflicts of interest, together with Ubisoft’s policy on
workplace, and the protection of the environment. Compliance with buyers (e.g. refusing gifts from suppliers above a certain amount);
fundamental rights is also a requirement of the contracts signed
♦ a strict transparency policy in the purchasing department is
with the main service providers.
based on systematic transaction monitoring and an ordering
Furthermore, since 2017, all new subcontractors, as well as existing system involving several members of staff who sign off on the
subcontractors with whom a new order is placed and who are various stages of the transaction.
identified as “high-risk”, undergo on-site social audits conducted Additional procedures are also implemented locally:
by an independent third party. These audits are based on the SA
8000 standard, which includes the standards of the UN and those ♦ implementation of tendering procedures that systematically
of the International Labor Organization on child labor, forced labor, require at least three supplier tenders to be received above a
working time, health and safety, etc. certain purchasing threshold, or that require several approval
levels in order to validate tenders (Quebec, Pune, Newcastle);
Following these audits and according to their findings, corrective
action plans may be sent to the subcontractors. These plans are ♦ insertion of anti-corruption clauses in contracts and confidentiality
monitored and traced by the quality assurance team to ensure that agreements signed by partners (Toronto, Abu Dhabi).
practices are improved and meet Ubisoft standards. A Code of Conduct, produced in 2017, was disseminated among
This quality assurance process, currently in place in the EMEA employees (1) and efforts to disseminate it Group-wide are continuing,
region, is gradually being applied by the teams in the NCSA region. in particular via the publication of a French version of the document.
This Code of Conduct serves as a decision-making tool for any
sensitive situations in which employees may find themselves on a
5.5.5.3 Outsourcing daily basis. It includes a section on corruption risks and provides
As part of its video game production, publishing and distribution references and key contacts to enable everyone to comply with the
business, Ubisoft occasionally outsources services, in particular procedures (systematic use of open and competitive tendering,
pertaining to IT support, external/freelance development and related identical information guaranteed for all suppliers, limitation on
activities. In 2017, this accounted for 18% of the Group’s external the value of gifts offered by a supplier, etc.).
purchases and charges.
5.5.6.2 Consumer health and safety
Ubisoft pursues its commitment to consumer health and safety
❙ 5.5.6 FAIR OPERATING PRACTICES through its involvement with trade associations for the gaming
industry, such as SELL (2) and the PédaGoJeux website in France,
and ESA (3) in the United States.
5.5.6.1 Preventing corruption
The Group’s Code of Conduct, published in early 2017 and
Ubisoft is committed to the fair treatment of its suppliers, employees disseminated to all employees, sets out Ubisoft’s responsibility to
and service providers. It condemns any type of fraud, wrongdoing players in three key areas:
or conflict of interest likely to taint the relationship with its various
partners. ♦ the protection of users’ personal data: To protect its users’
personal data, Ubisoft only collects information relevant to
Since 2017, the Group has been applying a method to identify the gaming experience. It does not sell the data to third parties
operational risks on outgoing financial flows. These analyses are without users’ consent, and only keeps the data for the necessary
gradually providing the Group with operational risk maps, enabling it period of time. The Group also routinely informs users of the
to prioritize action plans and define risk control plans. The analyses type of data collected, and how the data are used. In addition,
also help to identify situations involving corruption risks. the personal details of minors are only collected with the written
Other more specific procedures are used across the Group: consent of his or her legal representative;

♦ formal expenditure processes define the principles for authorizing

and signing off on expenditure, depending on the amount

(1) 20 entities representing 72.2% of the workforce at March 31, 2018

(2) SELL: Syndicat des éditeurs de logiciels de loisirs (French union of entertainment software publishers)
(3) ESA: Entertainment Software Association

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 Corporate social responsibility
Duty of Care

♦ respect for the age classification of games: During the life cycle Our “Consumer Relationship Centers” in Europe and North America
of a game, the production and distribution teams work closely also encourage players who witness harmful behaviors to report them
with ratings and consumer protection organizations, the most immediately so that the appropriate action can be taken (warning,
important of which are: sanctions, etc.).
• PEGI (Pan European Game Information) for Europe, Moreover, Ubisoft has strengthened its commitment to accessibility
in order to offer a lasting, positive gaming experience to all,
• ESRB (Entertainment Software Rating Board) for the United
irrespective of their physical or mental condition.
States,
A project was launched on the accessibility of video games to people
• OFLC (Office of Film and Literature Classification) or COB
with disabilities. It is managed via a dedicated work group. This
for Australia,
project has two objectives:
• USK (Unterhaltungssoftware Selbstkontrolle – in English,
Entertainment Software Self-Regulation) for Germany, ♦ compliance with the US Communication and Video Accessibility
Act, which aims to increase the accessibility of video game
• CERO (Computer Entertainment Rating Organization) for communication services (chat, voice and video) to persons with
Japan. disabilities;
Through these organizations, consumers are informed about ♦ achieving a basic level of accessibility in all games by 2020 via
the nature of the products and their recommended age based on the integration of functionalities such as: large or adjustable
classification systems designed to guarantee clear and transparent subtitles, the reconfiguration of controls to be able to play with
labeling of the video game content according to its age rating; one hand, compatibility with third-party devices such as Tobii
♦ the prevention of toxic behaviors in gaming communities: EyeTracking, options for color-blind people, etc.
all Ubisoft games are subject to Codes of Conduct which set The project is being deployed within the production teams and
out prohibited behaviors, applicable safety rules and possible via external consultants. In addition, associations of disabled
sanctions. These Codes of Conduct are available on the game gamers (CapGame in France, SpecialEffect in the UK, AbleGamers
websites, on forums, and on the Customer Support site. A in the USA) are regularly consulted. Furthermore, gamers with
dedicated professional team is tasked with moderating the disabilities were queried via an online questionnaire to find out
forums and the content created by gamers. A sanction system which functionalities were the most important for them.
has been introduced. Each alert is investigated and may give rise
All of these exchanges have enabled Ubisoft to establish a reference
to sanctions, depending on the seriousness of the misconduct.
base of functionalities in order to assess, for each game, the level of
Such sanctions can go up to a temporary or permanent ban
accessibility achieved for each type of disability (physical, cognitive,
from a game.
visual, hearing). Levels range from “Low” to “Barrier-free”, with each
level corresponding to a more or less complete gaming experience.

5.6 Duty of Care

Pursuant to the French law on the Duty of Care, the mapping of the the suppliers concerned: sending of CSR questionnaires, integration
risks of serious infringements on human rights, the health and safety of contract clauses, signing of guidelines, and conduct of audits. The
of persons, and the protection of the environment is under way. main actions implemented to date are detailed in section 5.5.5.2. A
Group purchases are analyzed, taking into account the risks inherent vigilance plan will be published in the next Registration Document.
in each category of purchases, manufacturing countries, and budgets.
This analysis makes it possible to prioritize the purchasing categories
that involve the highest risks and introduce appropriate actions for

- 2018 Registration Document 137

5 Corporate social responsibility
Independent third party’s report

5.7 Independent third party’s report

This is a free translation into English of one of the auditors, appointed independent third party, on the employee-related, environmental
and social information report issued in French language and it is provided solely for the convenience of English speaking readers.
This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards
applicable in France.

To the shareholders,
In our capacity as Statutory Auditors of Ubisoft Entertainment SA, the appointed independent third party, accredited by COFRAC
under number 3-1049 (1), we hereby present our report on the consolidated employee-related, environmental and societal information
for the year ended March 31, 2018, set forth in the management report (hereinafter the “CSR Information”), pursuant to the provisions
of Article L. 225-102-1 of the French Commercial Code.

❙ RESPONSIBILITY OF THE COMPANY

The Board of Directors of Ubisoft Entertainment SA is responsible for preparing a management report including CSR information
provided for in Article R. 225-105-1 of the French Commercial Code, prepared according to the reporting guidelines used by the Company
(hereinafter “the Guidelines”), summarized in the management report and available on request from the Company’s head office.

❙ INDEPENDENCE AND QUALITY CONTROL

Our independence is defined by regulatory texts, our professional code of ethics and the provisions of Article L. 822-11-3 of the French
Commercial Code. Furthermore, we have set up a quality control system that includes documented policies and procedures that aim to
ensure compliance with ethical rules and applicable laws and regulations.

❙ RESPONSIBILITY OF THE INDEPENDENT THIRD PARTY

Based on our work, our responsibility is to:
♦ certify that the required CSR information is presented in the management report or, in the event of an omission, that an explanation
is provided pursuant to the third paragraph of Article R. 225-105 of the French Commercial Code (Attestation of completeness of
the CSR Information);
♦ express a conclusion of moderate assurance on the fact that CSR information, taken as a whole, are presented fairly, in all material
respects, in accordance with the Guidelines (Reasoned opinion on the fairness of CSR Information).
However, it is not our responsibility to express an opinion on the information’s compliance with any other applicable legal provisions,
in particular those of Article L. 225-102-4 of the French Commercial Code (Vigilance Plan) and law No. 2016-1691 of December 9, 2016
known as the Sapin II Law (on the fight against corruption).
Our audit called upon the expertise of five individuals and took place over a total period of around three weeks between October 2017
and May 2018. We called upon the assistance of our CSR experts in performing our audit.
We performed the work described below in accordance with the decision of May 13, 2013 defining the conditions under which the
independent third party performs its mission, and the professional standards of the Compagnie nationale des Commissaires aux comptes
relating to this assignment and ISAE 3000 concerning the reasoned opinion on the fairness of the CSR Information (2).

(1) The scope of which is available at www.cofrac.fr

(2) ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information

138 - 2018 Registration Document

 Corporate social responsibility
Independent third party’s report

1. Attestation of completeness of CSR Information

NATURE AND SCOPE OF WORK

Based on our interviews with the heads of the relevant departments, we familiarized ourselves with the overview of the guidelines on
sustainable development in relation to the social and environmental consequences of the Company’s activities, its societal commitments
and, where appropriate, any related initiatives or programs.
We compared the CSR information presented in the management report with the list provided for in Article R. 225-105-1 of the French
Commercial Code.
If any consolidated information was missing, we verified that explanations were provided in accordance with Article R. 225-105,
paragraph 3 of the French Commercial Code.
We verified that the CSR information covered the scope of consolidation, i.e. the Company and its subsidiaries within the meaning of
Article L. 233-1 and the companies it controls within the meaning of Article L. 233-3 of the French Commercial Code, with the limits
specified in the section “Methodology note on employee-related, environmental and societal reporting” in the management report.

IN CONCLUSION
On the basis of this work and taking into account the above-mentioned limitations, we certify that the management report contains the
required CSR information.

2. Reasoned opinion on the fairness of the CSR information

NATURE AND SCOPE OF WORK

We conducted a dozen or so interviews with individuals responsible for preparing the CSR Information by liaising with the departments
in charge of the information collection process and, where relevant, the internal control procedures and risk management in order to:
♦ assess the appropriateness of the Guidelines with respect to their relevance, completeness, reliability, neutrality and understandability,
taking into account industry best practice where relevant;
♦ verify the implementation of a process to collect, compile, process and control the completeness and consistency of CSR information
and obtain an understanding of internal control and risk management procedures relating to the preparation of CSR information.
We determined the nature and extent of our tests and controls depending on the nature and importance of CSR information in relation
to the characteristics of the Company, the social and environmental challenges of its business activities, its sustainable development
guidelines and best industry practices. 5
For the CSR Information we considered most important : (3)

♦ at the level of the parent entity, we consulted documentary sources and conducted interviews to corroborate the qualitative information
(organization, policies, actions). We implemented analytical procedures on the quantitative information and verified, on a test basis,
the calculations and data consolidation and verified its consistency and its similarity with the other information contained in the
management report;

(3) Employee-related indicators: Total number of employees and distribution by age, gender, geographic area, type of contract and business line,
number of hires, number of redundancies/dismissals, number of days’ absence, percentage of women in management, total number of training
hours.
Environmental indicators: electricity consumption on work sites, greenhouse gas emissions from electricity consumption on work sites.
Societal indicators: Percentage of local employees registered at the end of the period.
Qualitative information: Health and safety conditions in the workplace; hires and lay-offs; measures in favor of gender equality; waste prevention,
recycling and disposal measures; significant sources of greenhouse gas emissions from the Company’s operations, in particular through the use
of the goods and services it produces; territorial, economic and social impact of the Company’s operations in terms of regional development and
employment.

- 2018 Registration Document 139

5 Corporate social responsibility
Independent third party’s report

♦ with respect to the representative sample of sites that we selected (4) based on their activity, their contribution to the consolidated
indicators, their location and a risk analysis, we conducted interviews to verify the proper application of procedures and to identify
any omissions. We performed detailed tests using sampling to verify the calculations and reconcile data with source documents.
The selected sample covers 29% of the workforce, considered representative of the employee-related element, between 24% and
25% of the environmental data considered representative (2) of the environmental element, and 100% of the societal data considered
representative of the societal element (5).
For other consolidated CSR information, we assessed its consistency in light of our knowledge of the Company.
Finally, we assessed the relevance of any explanations as to why certain information was incomplete or missing.
We believe that the sampling methods and sizes that we selected using our best professional judgment make it possible for us to express an
opinion of moderate assurance; a higher level of assurance would have required a more extensive review. Because of the use of sampling
techniques as well as others inherent limits in the operation of any information and internal control system, the risk of not detecting a
material misstatement in the CSR information cannot be totally eliminated.

IN CONCLUSION
Based on this work, we did not identify any material misstatement likely to call into question the fact that the CSR Information, taken
as a whole, is presented fairly, in accordance with the Guidelines.

Paris La Défense, May 23, 2018

KPMG SA

Anne Garans Vincent Broyé

Partner Partner
Sustainability Services

(4) Social: Ubisoft International HQ (France), Ubisoft Divertissements (Canada).

Environment: Montreuil-Lagny (France), Montréal-Saint-Laurent (Canada).
(5) See the list of environmental and societal indicators in the footnote on page 3 of this report

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6 Financial statements

6.1 CONSOLIDATED 6.4 STATUTORY AUDITORS’

FINANCIAL STATEMENTS REPORT ON THE
AS AT MARCH 31, 2018 142 SEPARATE FINANCIAL
6.1.1 Summary statements 142 STATEMENTS 240
6.1.2 Notes to the consolidated
financial statements 147 6.5 STATUTORY AUDITORS’
6.1.3 Other accounting principles 203 SPECIAL REPORT ON
REGULATED AGREEMENTS
AND COMMITMENTS 244
6.2 STATUTORY AUDITORS’
REPORT ON THE
CONSOLIDATED 6.6 UBISOFT (PARENT
FINANCIAL STATEMENTS 204 COMPANY) RESULTS
FOR THE PAST FIVE
FINANCIAL YEARS 246
6.3 SEPARATE FINANCIAL
STATEMENTS OF UBISOFT
ENTERTAINMENT SA
FOR THE YEAR ENDED
MARCH 31, 2018 209
6.3.1 Statement of financial
position 209
6.3.2 Income statement 210
6.3.3 Financing statement 211
6.3.4 Notes to the separate
financial statements 212

- 2018 Registration Document 141

6 Financial statements
Consolidated financial statements as at March 31, 2018

6.1 Consolidated financial statements

as at March 31, 2018
❙ 6.1.1 SUMMARY STATEMENTS

Statement of financial position

ASSETS

Net Net
(in € thousands) Notes 03/31/18 03/31/17
Goodwill 17 to 20 259,462 180,735
Other intangible assets 21 to 23 782,402 736,465
Property, plant and equipment 24 to 25 114,116 106,375
Investments in associates 6.1.2.15 (289) (68)
Non-current financial assets 36 106,895 5,478
Deferred tax assets 29 84,181 88,831

Non-current assets 1,346,767 1,117,815

Inventory and work in progress 10 20,264 25,359
Trade receivables 5 435,573 405,557
Other receivables 12/30 208,778 146,467
Current financial assets 36 8,320 1,131
Current tax assets 38,481 32,967
Cash and cash equivalents 35 746,939 852,699

Current assets 1,458,355 1,464,180

TOTAL ASSETS 2,805,122 2,581,995

LIABILITIES

(in € thousands) Notes 03/31/18 03/31/17

Capital 45/46 8,652 8,752
Premiums 234,123 280,975
Consolidated reserves 48/49 507,102 736,276
Consolidated earnings 139,452 107,813

Total equity 889,330 1,133,816

Provisions 32 3,074 4,246
Employee benefit liabilities 14 10,289 9,079
Long-term borrowings and other financial liabilities 35 933,629 640,705
Deferred tax liabilities 29 96,047 72,773

Non-current liabilities 1,043,039 726,803

Short-term borrowings and other financial liabilities 35 361,538 293,403
Trade payables 11/26 176,613 178,283
Other liabilities 6/32 321,934 219,817
Current tax liabilities 12,667 29,872

Current liabilities 872,752 721,376

TOTAL LIABILITIES 2,805,122 2,581,995

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 Financial statements
Consolidated financial statements as at March 31, 2018

Consolidated income statement

(in € thousands) Notes 03/31/18 % 03/31/17 %

Sales 4 1,731,894 100% 1,459,874 100%
cost of sales (296,820) (270,887)
Gross profit 1,435,074 83% 1,188,987 81%
R&D costs 8 (690,592) (548,735)
Marketing costs 8 (339,274) (316,806)
Administrative and IT costs 8 (144,649) (122,538)
Operating profit (loss) from continuing operations 260,559 15% 200,908 14%
Current operating income before stock-based
compensation 300,117 237,744
Stock-based compensation 15 (39,558) (36,836)
Operating profit (loss) from continuing operations 260,559 200,908
Other non-current operating expenses 9 (38,241) (25,094)
Operating profit (loss) 222,317 13% 175,814 12%
Interest on borrowings (17,732) (12,081)
Income from cash 1,823 1,265
Net borrowing cost (15,909) (10,816)
Result from foreign-exchange operations (5,747) (2,288)
Other financial expenses (56) (5,449)
Other financial income 8,312 2,348
Net financial income 34 (13,400) -1% (16,205) 0%
Share of profit of associates 6.1.2.15 (224) (338)
Total income tax 27 (69,241) -4% (51,457) -4%

INCOME FOR THE PERIOD (1) 139,452 8% 107,813 7%

Earnings per share 50
Basic earnings per share (in €) 1.26 0.98
Diluted earnings per share (in €) 1.18 0.92
(1) The profit (loss) for the period is entirely attributable to equity holders

Statement of comprehensive income

(in € thousands) 03/31/18 03/31/17

6
Net income for the period 139,452 107,813
Items reclassified subsequently under profit or loss (68,994) 5,018
Foreign exchange gains and losses on foreign operations (69,450) 12,005
Effective part of the change in fair value of cash flow hedges (1) 696 (10,656)
Tax on other comprehensive income reclassified subsequently under profit or loss (1) (240) 3,669
Items not reclassified subsequently under profit or loss 444 (832)
Actuarial gains and losses on post-employment obligations 528 (1,013)
Tax on other comprehensive income (215) 176
Other income not subject to tax 131 5
Total other comprehensive income (68,550) 4,186

COMPREHENSIVE INCOME FOR THE PERIOD (2) 70,902 111,998

(1) See details in Note 37
(2) The profit (loss) for the period is entirely attributable to equity holders

- 2018 Registration Document 143

6 Financial statements
Consolidated financial statements as at March 31, 2018

Consolidated table of change in equity

Consolidated reserves
Foreign
exchange Earnings
Share Other Hedging Own share gains and for the Total
(in € thousands) Capital Premiums Premiums Reserves reserve transactions losses period equity

POSITION AT 03/31/16 8,710 99,889 115,236 784,494 7,119 (78,931) (11,415) 93,408 1,018,510
Net income 107,813 107,813
Other comprehensive
income (832) (6,987) 12,005 4,186
Profit (loss) (832) (6,987) 12,005 107,813 111,998
Allocation of consolidated
profit (loss) in N-1 93,407 (93,407) -
Change in the share
capital of the parent
company 42 (10,617) - 20,040 9,465
Options on ordinary
shares issued 36,836 36,836
OCEANE equity
component 39,631 (12,854) 26,777
Sales and purchases
of own shares - (69,770) (69,770)

POSITION AT 03/31/17 8,752 89,272 191,703 864,215 132 (128,661) 590 107,813 1,133,816
Net income 139,452 139,452
Other comprehensive
income 444 456 (69,450) (68,550)
Profit (loss) 444 456 (69,450) 139,452 70,902
Allocation of consolidated
profit (loss) in N-1 107,813 (107,813) -
Change in the share
capital of the parent
company (100) (86,410) 135,461 48,951
Options on ordinary
shares issued 39,558 39,558
Sales and purchases
of own shares (403,898) (403,898)

POSITION AT 03/31/18 8,652 2,862 231,261 972,472 588 (397,098) (68,860) 139,452 889,330

144 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

Cash flow statement

(in € thousands) Notes 03/31/18 03/31/17

Cash flows from operating activities
Consolidated profit (loss) 139,452 107,813
Share of profit of associates 224 338
Net amortization and depreciation on property, plant and equipment and intangible assets 17/21/24 544,031 474,635
Net provisions 5/10/32 4,052 (2,563)
Cost of stock-based compensation 15 39,558 36,836
Gains/losses on disposals 308 408
Other income and expenses calculated 38 8,578 (10,655)
Income tax expense 28 69,241 51,457
Cash flows from operating activities 805,444 658,269
Inventory 10 229 (5,381)
Customers 5 (61,544) 31,934
Other assets (excluding deferred tax assets) 30/37 (81,048) 17,240
Suppliers  (2)
11/26 15,243 (45,082)
Other liabilities (excluding deferred tax liabilities) 32 49,379 32,994
Deferred income and prepaid expenses 6/12 (3,089) (8,124)
Change in WCR linked to operating activities (80,830) 23,582
Current income tax expense (33,460) (36,140)

Total cash flow generated by operating activities (1) 691,155 645,711

Cash flows from investing activities
Payments for internal and external developments (2) 22 (521,290) (496,588)
Payments for other intangible assets 22 (10,949) (10,482)
Payments for property, plant and equipment 25 (48,417) (52,432)
Proceeds from the disposal of intangible assets and property, plant and equipment 20 603
Payments for the acquisition of financial assets (4) 36 (131,493) (44,373)
Refund of loans and other financial assets 36 29,790 43,322
Changes in scope (3) (77,589) (105,642)

Cash used from investing activities (759,928) (665,594)

Cash flow from financing activities
New finance leases contracted
New borrowings
35
35
5,054
893,596
1,416
669,165
6
Accrued interest 35 1,002 (18)
Refund of finance leases 35 (1,672) (898)
Refund of borrowings 35 (487,677) (214,663)
Funds received from shareholders in capital increases 48,951 9,465
Sales/purchases of own shares  (5)
48 (411,498) (67,844)

Cash generated by financing activities 47,756 396,623

NET CHANGE IN CASH AND CASH EQUIVALENTS (21,017) 376,742

Cash and cash equivalents at the beginning of the period 632,314 255,688
Foreign exchange losses/gains (27,943) (114)

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (3) 583,354 632,314
(1) including interest paid (8,365) (7,862)
(2) including changes linked to guaranteed, unpaid commitments (8,123) 4,978
(3) Including cash in companies acquired and disposed of 4,738 26,422
(4) Including €100 million for the security deposit relating to the swap contract, see Note 36
(5) Including €303 million relating to the prepaid forward share contract, see Note 48

- 2018 Registration Document 145

6 Financial statements
Consolidated financial statements as at March 31, 2018

The change in net cash breaks down as follows:

03/31/18 03/31/17
Cash and cash equivalents 746,939 852,699
Bank overdrafts (163,585) (220,385)

CASH AND CASH EQUIVALENTS ON THE CASH FLOW STATEMENT 583,354 632,314

The main changes are covered in section 2.5.4 of the annual report.

146 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

❙ 6.1.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

Note 1 Highlights and general principles 148 Note 27 Analysis of tax expenses/savings 178
Note 2 Main changes in scope 152 Note 28 Reconciliation between the
Note 3 Scope of consolidation 153 theoretical income tax liability and
Note 4 Sales 153 the recognized income tax liability 179
Note 5 Trade receivables 154 Note 29 Deferred tax 180
Note 6 Deferred income 155 Note 30 Other receivables 183
Note 7 Segment reporting 155 Note 31 Transfers of financial assets 184
Note 8 Operating expenses by destination 157 Note 32 Other liabilities 185
Note 9 Other non-current operating Note 33 Related party transactions 186
expenses 158 Note 34 Gains and losses relating to
Note 10 Inventory 159 financial assets and liabilities 186
Note 11 Trade payables 159 Note 35 Net financial debt 187
Note 12 Prepaid expenses 160 Note 36 Financial assets 189
Note 13 Personnel costs 160 Note 37 Cash flow hedging and other
Note 14 Employee benefits 161 derivatives 191
Note 15 Compensation in shares and Note 38 Interest rate risk 192
equivalents 162 Note 39 Liquidity risk 192
Note 16 Compensation of corporate officers Note 40 Covenants 193
(related party transaction) 166 Note 41 Foreign exchange risk 193
Note 17 Goodwill impairment 167 Note 42 Credit and counterparty risk 195
Note 18 Goodwill 168 Note 43 Securities risk 195
Note 19 Key assumptions used to calculate Note 44 Fair value hierarchy of financial
recoverable values 169 assets and liabilities 196
Note 20 Sensitivity of recoverable amounts 170 Note 45 Capital 197
Note 21 Amortization and impairment Note 46 Number of Ubisoft Entertainment Sa
of intangible assets 171 shares 197
Note 22 Inventory value and changes Note 47 Dividends 197
in intangible assets during Note 48 Own shares 197
the financial year 172 Note 49 Translation reserve 198
Note 23 Brands 175 Note 50 Earnings per share 199
Note 24 Depreciation, amortization
and impairment of property,
plant and equipment 175
Note 51 Off-balance sheet commitments
related to the financing of the
company 200
6
Note 25 Inventory value and changes in Note 52 Off-balance sheet commitments
property, plant and equipment towards company employees 201
during the financial year 176 Note 53 Leases 201
Note 26 Amounts due to suppliers Note 54 Other commitments 201
of non-current assets 178

- 2018 Registration Document 147

6 Financial statements
Consolidated financial statements as at March 31, 2018

The notes and tables that follow are presented in thousands of euros, unless expressly stated otherwise.

6.1.2.1 Description of the business and the basis of preparation for the financial statements

NOTE 1 HIGHLIGHTS AND GENERAL PRINCIPLES

Financial year highlights forward sale of shares by Vivendi to Crédit Agricole Corporate and
Investment Bank (CACIB) and a forward buyback mechanism by
♦ June 2017: “MMO” employee stock ownership plan Ubisoft from CACIB, enabling Ubisoft to spread share buybacks
The Board of Directors of February 8, 2017 decided to carry out, on over the financial years ending March 31, 2019 to March 31, 2021.
the one hand, a share disposal reserved for members of the Group This buyback will take place under two contracts: a prepaid forward
savings scheme in accordance with the provisions of Article L. 3332- sale contract for 4,545,454 shares, to be settled by the delivery of
24 of the French Labor Code, and, on the other, a capital increase securities at maturity in 2021 or in advance, and a swap contract for
reserved for employees outside of the Group savings schemes. 3,045,455 shares, to be settled at the maturity date or in advance on
Beneficiaries were offered the option of acquiring company shares Ubisoft’s initiative either in cash, Ubisoft benefiting from or bearing
with a 15% discount through a Company mutual fund (FCPE) or the valuation differences of the securities concerned, or by delivery of
stock appreciation rights (SAR) as part of a leverage formula. They said securities against payment of the sale price. The swap contract
benefited from an additional contribution equal to 300% of their is covered by a €100 million security deposit. All these acquisitions
personal contribution, capped at €900 per holder. After a five-year will be made at a price of €66 per share.
period, or before the end of this period in the event of early release, Thus, over FY 2017-2018, Ubisoft disbursed:
each beneficiary is also guaranteed to receive their initial investment
in euros (comprising his/her personal contribution increased by • €303 million in relation to the prepaid forward contract,
the additional contribution) as well as a multiple of the possible of which €300 million for the 4,545,454 shares at €66 and
average protected increase in the share price. €3 million for the expenses stemming from the acquisition of
said shares (see Note 48);
On July 27, 2017, Ubisoft Entertainment delivered 1,345,423 shares
(FCPE formula) and created 967,480 shares (SAR formula) at a • €100 million for the security deposit relating to the swap
price of €41.77. contract (see Note 36).

♦ July 2017: Signature of a new syndicated loan

A new syndicated loan was signed on July 18, 2017, for an amount of
Company presenting the consolidated
€300 million over 5 years, with the option of one year’s extension, financial statements
renewable once. This line enables the refinancing of the €250 million Ubisoft Entertainment is domiciled in France at 107, avenue Henri
syndicated loan in place since 2014, with better financing conditions Fréville, 35207 Rennes.
and extended maturity.
The consolidated financial statements of Ubisoft Entertainment for
♦ October 2017: Share buyback program the year ended March 31, 2018 cover Ubisoft Entertainment SA and
On October 4, 2017, Ubisoft SA granted a mandate to an investment the entities it controls or over which it exerts significant influence
service provider for the purchase by the Company of its own shares, (collectively referred to as “the Group”).
with maturity on December 29, 2017. The purchased shares are The financial statements were approved by the Board of Directors,
intended for cancellation. which authorized their publication on May 17, 2018. They will be
1,337,572 shares were purchased at a price of €64.34. presented for approval at the General Meeting.

♦ January 2018: Bond issue

The Board of Directors authorized the issue of bonds for a total 6.1.2.2 Basis of preparation for the Financial
amount of €500 million. These bonds, with a unit value of €100,000 statements of March 31, 2018
were admitted for trading on the regulated market of Euronext The consolidated financial statements for the financial year
Paris on January 30, 2018. This 5-year bond issue has an annual ended March 31, 2018 have been prepared in accordance with the
coupon of 1.289%. International Financial Reporting Standards (IFRS) applicable at
♦ March 2018: Early loan repayment March 31, 2018, as adopted by the European Union.
On March 20, 2018, Ubisoft Entertainment SA proceeded with Over the periods presented, the standards and interpretations
the early repayment of €150 million of the Schuldschein-type loan adopted by the European Union are similar to the compulsory
contracted in March 2015. application standards published by the IASB, with the exception of
texts currently being adopted, for which Ubisoft does not anticipate
♦ March 2018: Share buyback from Vivendi
their application to have a significant impact. Consequently, the
Ubisoft committed to buy back from Vivendi 7,590,909 of its Group’s financial statements are prepared in accordance with
own shares as part of a structured transaction in the form of a IFRS standards and interpretations, as published by the IASB.

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 Financial statements
Consolidated financial statements as at March 31, 2018

The principles retained for the preparation of the financial statements ♦ the early application of IFRS 9 on April 1, 2017;
at March 31, 2018 are the result of the application:
♦ recognition and measurement options available under IFRS:
♦ of all the standards approved by the European Commission and
published in its official journal prior to March 31, 2018 and which
have been mandatory since April 1, 2017;

Standard Option used

IAS 2 Inventory Measurement of inventories according to the weighted average unit cost
IAS 16 Property, plant and equipment Measurement at historical amortized cost
IAS 36 Intangible assets Measurement at historical amortized cost

6.1.2.3 Texts for which application is not mandatory for financial years beginning after
April 1, 2017 and applied early
IFRS 9 – Financial Instruments was applied early retrospectively at April 1, 2017.

Standards
Standards (date of application
(date of application) by the Group) Consequences for the Group
IFRS 9 Financial instruments IFRS 9 outlines a single method for determining whether a financial asset
(January 1, 2018) (applicable to financial years must be measured at amortized cost or at fair value, a single, forward-
beginning on or after looking impairment model based on expected loss and a new approach to
April 1, 2017, applied early) hedge accounting.

The impacts of the application of IFRS 9 are presented in Note 6.1.2.6.

6.1.2.4 Texts with mandatory application after April 1, 2017 and not applied early
With the exception of IFRS 9 applied early on April 1, 2017, Ubisoft has not opted for the early application of the new standards,
amendments or interpretations published at March 31, 2018 (adopted or being adopted by the European Union).
The main texts that could have an impact on future consolidated financial statements are:

Standards
Standards (date of application
(date of application) by the Group) Consequences for the Group
IFRS 15 Revenue from contracts with This standard specifies the principles for the recognition of revenue that
(January 1, 2018) customers (applicable to relates to contracts entered into with customers and provides a 5-step
financial years beginning on model to be applied to the recognition of financial years beginning on
or after April 1, 2018) or such revenue. This standard presents the basic principle of recognizing
revenue to depict the transfer of control of goods or services to a
customer, for an amount which reflects the consideration to which the
6
entity expects to be entitled in exchange for said goods or services.
The new standard will also require additional information to be provided
in the Notes.
IFRS 16 Leases (applicable to financial years This standard results in a fairer presentation of lessee’s assets and
(January 1, 2019) beginning on or after April 1, 2019) liabilities by eliminating the distinction between operating and finance
leases. It provides a new definition of the term “lease”.

IFRS 15 standard is mandatory on April 1, 2018. The Group intends to opt for the cumulative catch-up method with
an impact on equity for the first-time adoption, i.e. on April 1, 2018.
During the financial year ended March 31, 2018, the Company
finalized the analysis of the modalities for the first-time adoption The Group considers that IFRS 15 standard will have a significant
of IFRS 15 standard. The decisions resulting from these analyses impact on the recognition of revenue from video games with a service
mainly dealt with the choice of transitory provisions that will be component, i.e. “Live Services” games, which give players access
applied by the Group and the modalities for the transfer of control to online services. Under IFRS 15, all of these services, which are
of the service obligation (with regard to players) embedded in the accessible at no extra cost for users, constitute a distinct obligation.
games with substantial online components.

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6 Financial statements
Consolidated financial statements as at March 31, 2018

As a result, Ubisoft identifies two obligations on this type of game: The impact assessment for application of this standard during the
financial year just ended is being finalised, due to the launches
♦ an initial obligation associated with the digital or physical
of games with substantial online functionalities during Q4, and
delivery of the software, where revenue associated with this
subject to an audit by Group auditors on Q1 FY19 before the release
initial obligation is recognized at the date of content delivery;
of Q1 sales.
♦ a service obligation to players, including in particular rights over
unspecified future content (updates, corrections, improvements,
maintenance and any delivery of free content) and functionalities 6.1.2.5 Use of estimates
enabling the player to connect. This obligation is evaluated by Preparation of consolidated financial statements in accordance
game category depending on the service provided by Ubisoft. with IFRS requires the Group’s management to make estimates and
The revenue associated with this service obligation is spread out assumptions that affect the application of the accounting principles
over the game’s expected lifetime for the final users. and the amounts recognized in the financial statements.
Under the currently-applicable revenue recognition standard These estimates and the underlying assumptions are established
(IAS18), the service component is not separated out and the full and reviewed continuously on the basis of past experience and
amount of the revenue received for the game is recognized when other factors considered reasonable in light of the circumstances.
the game is delivered. Consequently, the application of IFRS 15 will They therefore serve as a basis for the calculation of the carrying
result in a portion of the revenue generated on these games being amounts of assets and liabilities that cannot be obtained from other
deferred beyond their initial delivery date. sources. Actual values may differ from estimates.
IFRS 15 standard also has an impact on the recognition of some The General Management uses its judgment to define the accounting
licensing agreements which represent a right spread over time or a treatment of certain transactions.
right to use recognized at a given date, eading to defer some revenue.

Relevant Note Key sources of estimation

Note 2 Main acquisitions, disposals The key sources of estimation are for the estimation of earnouts which are
and changes in consolidation scope most often conditional on a future level of performance over a multi-year
period.
Notes 19-20-23 Impairment losses Main assumptions used to determine the recoverable value of assets
with indefinite useful lives.
Note 21 Depreciation on commercial software Future sales projections used to calculate expected cash flows.
Note 14 Employee benefits Discount rate, inflation, return on plan assets and wage growth.
Note 15 Payments in shares Model and underlying assumptions used to determine fair values.
Note 32 Provisions Underlying assumptions made to appraise and estimate risks.
Note 4 Sales The assumptions used for provisions for returns and price reductions made
on physical retail sales are based on expected inventory sell-off over the 6
to 12 months after closing and any reductions in the unit selling price
granted by the Company.
Note 29 Corporation tax Assumptions used to recognize deferred tax assets and methods
of applying tax legislation.

The accounting principles outlined below were applied: 6.1.2.6 Comparability of financial
♦ on a permanent basis to all periods presented in the consolidated statements
financial statements;
♦ consistently by all Group entities. CHANGE IN CONSOLIDATION METHOD,
MEASUREMENT AND PRESENTATION
Early adoption of IFRS 9
IFRS 9 – Financial Instruments was applied early retrospectively
at April 1, 2017.
IFRS 9 defines new rules on the classification and assessment of
financial instruments, impairment and the credit risk of financial
assets and hedging accounting, without restatement of comparative
financial statements.

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 Financial statements
Consolidated financial statements as at March 31, 2018

The comparison between IAS 39/IFRS 9 for each class of non-derivative assets and liabilities is as follows:

IAS 39 IFRS 9
CATEGORIES UBISOFT CATEGORIES UBISOFT

Cash and equivalent: Cash and equivalent:

Held for trading - demand deposits Assets at fair value - demand deposits (paid or unpaid)
assets (HFT) - short-term investments through profit and loss - term deposits
(SICAV/UCITS) (HFT) - short-term investments (SICAV/UCITS)
- fixed securities (non-consolidated)

Assets held to Non applicable to Group

maturity (HTM)
Option : Assets at fair - fixed securities (non-consolidated)*
value through OCI
Available for selectifs - fixed securities
assets (AFS)

- guarantees and deposits

- guarantees and deposits Assets at their - subsidies
Loans and receivables - subsidies amortized cost - trade receivables
- trade receivables

- bank loans and overdraft - bank loans and overdraft

Liabilities at their - trade and other payables Liabilities at their - trade and other payables
amortized cost amortized cost

Liabilities at fair value Non applicable to Group

Liabilities at fair value Non applicable to Group
through profit and loss
through profit and loss

* case-by-case analysis according to the intent with which the securities are held

Non-derivative financial instruments Impairment of commercial receivables

These provisions do not have an impact on the assessment of the The Group uses the simplified model for the impairment of
Group’s non-derivative financial assets and liabilities. commercial receivables based on the analysis of expected losses
over the receivable’s lifetime. After analyzing the probability of
Derivatives
default of creditors, certain commercial receivables may be subject
The impact is €199 thousand on equity at April 1, 2017 due to the to impairment.
restatement of the swap points on forward contracts documented as
hedging items. This impact only concerns the hedging of future flows; In view of the quality of the counterparties relating to digital sales and
IFRS 9 offers the possibility of recognizing the ineffective portion of the credit insurance covering 89% of physical sales, the expected
of derivatives designated as cash flow hedges in OCI between the impairment loss on trade receivables is limited as regards the Group.
derivative subscription date and the recognition date of the hedged
transaction in order to avoid volatility of the ineffective portion in
the income statement between the two dates.
CHANGE IN ESTIMATION
N/A.
6
At March 31, 2018, the impact of the adoption of IFRS 9 is
€363 thousand on equity and €363 thousand on net financial income. OTHER ITEMS AFFECTING COMPARABILITY
N/A.

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6 Financial statements
Consolidated financial statements as at March 31, 2018

6.1.2.7 Main changes in scope and consolidation scope

NOTE 2 MAIN CHANGES IN SCOPE

Acquisition analyzed at the closing date, particularly with regard to the estimate
of future results in the calculation of any possible counterparty.
♦ November 2017: Acquisition of Krysalide SAS
♦ March 2018: Acquisition of Blue Mammoth Games LLC
On November 1, 2017, Ubisoft acquired 100% of Krysalide SAS,
which joined its international studio network. On March 1, 2018, Ubisoft SA acquired the development studio, Blue
Mammoth Games LLC, along with its wholly-owned subsidiary, BMG
Krysalide SAS specializes in computer graphics. Europe BV. Based in the United States, the studio has developed
and published Brawlhalla, a free-to-play combat game.
At the
(in € thousands) acquisition date
At the
Net assets and liabilities acquired 906 (in € thousands) acquisition date
Goodwill resulting from the acquisition 150 Net assets and liabilities acquired 1,009
Fair value of the consideration transferred 1,056 Goodwill resulting from the acquisition 16,001
Cash acquired 905 Fair value of the consideration transferred 17,010
Cash acquired 222
Goodwill amounted to €150 thousand, and mainly represented the
human capital that could not be identified separately. The calculation of the goodwill is provisional as at March 31, 2018,
The calculation of the goodwill is final as at March 31, 2018, with with the estimate of the acquisition price and its allocation still being
the estimate of the acquisition price and its allocation having been analyzed at the closing date, particularly with regard to the estimate
finalized at the closing date. of future results in the calculation of any possible counterparty.

♦ February 2018: Acquisition of 1492 Studio SAS

On February 28, 2018, Ubisoft SA acquired 100% of 1492 Studio SAS, Opening of subsidiaries
a game development studio specializing in the creation of free-to- ♦ April 2017: Ubisoft Bordeaux SAS, production studio.
play interactive episodic stories on mobiles. Founded in 2014 and
based in France, 1492 Studio SAS created the successful mobile ♦ July 2017: Script Movies Inc, in the United States.
franchise “Is it Love?”
Mergers of subsidiaries
At the ♦ June 2017: merger of Ubisoft Motion Pictures Sarl with Ubisoft
(in € thousands) acquisition date Motion Pictures Assassin’s Creed SAS and Ubisoft Motion
Net assets and liabilities acquired 6,342 Pictures Splinter Cell SAS.
Goodwill resulting from the acquisition 62,421 ♦ December 2017: merger of Krysalide SAS with Ivory Art &
Fair value of the consideration transferred 68,763 Design SARL.
Cash acquired 3,611 These mergers have no impact on the consolidated financial
statements.
The calculation of the goodwill is provisional as at March 31, 2018,
with the estimate of the acquisition price and its allocation still being

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 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 3 SCOPE OF CONSOLIDATION

As at March 31, 2018, 69 entities were consolidated (67 entities as at March 31, 2017).
Only significant entities are presented in the table below. The significance of entities is assessed according to their contribution to
capitalized production costs and their contribution to Group sales.
Other subsidiaries and special purpose entities whose contribution is not significant are not included in this list:

Percentage Percentage Consolidation

Company Country of control of interest method Business
Parent Parent
Ubisoft Entertainment SA France company company FC Publishing
United
Ubisoft Ltd Kingdom 100% 100% FC Distribution
Ubisoft Inc. United States 100% 100% FC Distribution
Ubisoft GmbH Germany 100% 100% FC Distribution
Ubisoft Srl Romania 100% 100% FC Production
Production/
Ubisoft Entertainment Inc. Canada 100% 100% FC Distribution
Shanghai Ubi Computer Software Co.Ltd China 100% 100% FC Production
Ubisoft EMEA SAS France 100% 100% FC Distribution
Ubisoft Production Internationale SAS France 100% 100% FC Production
Ubisoft Toronto Inc. Canada 100% 100% FC Production
Ubisoft Paris SAS France 100% 100% FC Production
Ubisoft Entertainment Sweden AB Sweden 100% 100% FC Production
Blue Byte GmbH Germany 100% 100% FC Production
FC = Full consolidation

The closing date of the annual accouting period for consolidated The organization chart is presented in the part 2.4.3 of the annual
companies is March 31. Certain companies use December 31 as their report.
closing date, but draw up financial statements for the period from
As at March 31, 2018, all companies of the group are fully consolidated
April 1 to March 31 for the consolidated reporting.
with the exception of Shanghai UNO Network Technology Co.Ltd
consolidated with the equity method.

6.1.2.8 Sales
6
NOTE 4 SALES

Change Change
Sales 03/31/18 03/31/17 Change current rates constant rates
Retail 694,582 687,611 6,971 1% 5.1%
Digital 1,004,709 729,265 275,444 37.8% 42.2%
Services 20,331 25,158 (4,827) -19.2% -16.9%
Licenses 12,272 17,840 (5,568) -31.2% -29.2%

TOTAL 1,731,894 1,459,874 272,020 18.6% 22.9%

At current exchange rates, sales increased by 18.6% between 2018 and 2017 and 22.9% at current exchange rates.

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6 Financial statements
Consolidated financial statements as at March 31, 2018

BREAKDOWN OF SALES AT 03/31/18 BREAKDOWN OF SALES AT 03/31/17

1% 1% 2% 1%

40%
47%
50%
58%

Retail
Digital
Services
Licences

ACCOUNTING PRINCIPLES

Retail games sales Digital sales

Sales from the sale of boxed video games is recognized at the These correspond to the sale of games or additional content
date of product delivery to the distributors, less rebates and a through 100% digital media (content for download:
provision for returns and price reductions, if applicable. downloadable video games, DLC, etc.). Revenue from digital
sales is recognized at the date the downloadable content is
For boxed games sold in retail but also including digital content
made available.
(season pass, DLC, etc.), part of this content is isolated and
reclassified in digital sales. The allocation is made on the basis If applicable, deferred income is recognized to defer the
of the individual sale of each element included in the offer. recognition of sales revenue where the content sold has not
been made available to customers at the closing date.

NOTE 5 TRADE RECEIVABLES

Foreign
Gross exchange Gross
Opening Reclas- Change gains and Closing
Trade and other receivables balance Movement sifications in scope losses balance
Trade receivables 406,590 61,544 - 3,540 (34,785) 436,889

TOTAL AT 03/31/18 406,590 61,544 - 3,540 (34,785) 436,889

TOTAL AT 03/31/17 420,097 (31,934) (73) 1,609 16,891 406,590

Foreign
exchange
Opening Reclas- Change gains and Closing
Provisions balance Provisions Reversals sifications in scope losses balance
Trade receivables 1,033 1,681 (1,395) - - (2) 1,317

TOTAL AT 03/31/18 1,033 1,681 (1,395) - - (2) 1,317

TOTAL AT 03/31/17 520 1,662 (1,066) (73) - (10) 1,033

All trade receivables are due in less than one year.

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 Financial statements
Consolidated financial statements as at March 31, 2018

Credit risk Ubisoft’s largest customer accounts for 18% of Group sales excluding
tax, the top 5 account for 54% and the top 10 for 64%.
Ubisoft’s main customers are spread out worldwide. They are
structured as: Following the early adoption of IFRS 9, the Group uses the simplified
model for the impairment of commercial receivables based on the
♦ Digital distributors: analysis of expected losses over the receivable’s lifetime. After
In the digital market, there are few customers, but with worldwide analyzing the probability of default of creditors, certain commercial
distribution. The Company considers that given the quality of the receivables were subject to impairment.
counterparties, the counterparty risk on digital sales is limited. The adoption of IFRS 9 on the valuation of commercial receivables
♦ Physical distributors: has not had an impact on the Group’s equity on opening.
In order to protect itself against the risk of default, the Group’s
main subsidiaries, which generate around 89% of sales excluding
digital sales are covered by credit insurance.

ACCOUNTING PRINCIPLES

Trade and other receivables linked to operating activity are ♦ expected credit losses for the lifetime.
recorded at amortized cost – in most cases the same as nominal
The assessment of expected credit losses for the lifetime applies
value – minus any loss of value recorded in a special impairment
if the credit risk for a financial asset at the closing date has
account. As receivables are due in under a year, they are not
significantly increased since its initial recognition. Otherwise,
discounted.
the assessment is made according to the expected credit losses
Following the early adoption of IFRS 9, the Group uses the for the coming twelve months.
simplified model for the impairment of commercial receivables The difference between the carrying amount and recoverable
based on the analysis of expected losses over the receivable’s
value is recorded as operating income. Impairment may be
lifetime. After analyzing the probability of default of creditors,
reversed if the asset regains its value in future. Reversals are
certain commercial receivables were subject to impairment.
recognized in the same item as provisions. Impairment is
According to IFRS 9, value adjustments for losses due to deemed permanent when the receivable itself is considered
expected credit losses correspond either to: to be permanently irrecoverable and written off.
♦ expected credit losses for the twelve months after the closing
date;

NOTE 6 DEFERRED INCOME

Foreign exchange

Deferred income
03/31/17
40,691
Change
3,453
gains and losses
(3,215)
Change in scope
(38)
03/31/18
40,891
6
TOTAL AT 03/31/18 40,691 3,453 (3,215) (38) 40,891

TOTAL AT 03/31/17 41,992 (2,738) 1,437 40,691 40,691

Deferred income mainly comprises deferred income on revenue from the previous year. Revenue from digital sales is recognized at the
downloadable content sales not yet made available to users at the date the downloadable content is made available.
closing date for €35,740 thousand compared to €33,800 thousand

NOTE 7 SEGMENT REPORTING

In accordance with IFRS 8, the Group produces segment reports. The breakdown by geographic region is given for two segments,
The operating segments reported correspond to the publication/ according to the distribution of the Group’s assets:
production activities and to geographical areas of distribution at ♦ EMEA distribution zone (corresponding to APAC zone and Europe);
which operational decisions are made.
♦ North America distribution zone (including Central and
Latin America).

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6 Financial statements
Consolidated financial statements as at March 31, 2018

Operating profit (loss) by sector

03/31/18 03/31/17
North North
America America
Publishing/ Distribution Distribution Publishing/ Distribution Distribution
Production EMEA Zone Group Production EMEA Zone Group
Sales 124,874 815,572 791,448 1,731,894 95,015 683,825 681,034 1,459,874
cost of sales (6,178) (166,988) (123,654) (296,820) (3,571) (147,579) (119,737) (270,887)
Gross profit 119,696 648,584 667,794 1,435,074 91,444 536,246 561,297 1,188,987
R&D costs (658,671) (2,710) 291 (661,090) (518,305) (3,283) (135) (521,723)
Marketing costs (54,285) (142,407) (139,160) (335,852) (42,845) (128,278) (141,992) (313,115)
Administrative and IT costs (69,956) (32,429) (35,631) (138,016) (62,548) (28,370) (25,487) (116,405)
Cross-sectoral (1) 913,717 (443,869) (469,847) - 731,518 (359,665) (371,853) -
Current operating
income before stock-
based compensation 249,501 27,169 23,447 300,117 199,264 16,650 21,830 237,744
Stock-based
compensation (2) (39,558) - - (39,558) (36,836) - - (36,836)

OPERATING PROFIT
(LOSS) FROM
CONTINUING
OPERATIONS 209,943 27,169 23,447 260,559 162,428 16,650 21,830 200,908
(1) The Parent Company invoices subsidiaries for a contribution in the form of royalties to defray development costs (amortization of commercial software and external software
development, and royalties paid to third-party developers, etc.)
(2) Expenses linked to stock-based compensation are recognized by the Parent Company but relate to employees in all geographic regions

Other items in the income statement, particularly other operating income and expenses, financial income and expenses and taxes are
not monitored segment by segment and are considered to relate to the Group as a whole and in a general way.

Assets by segment

03/31/18 03/31/17
North North
America America
Publishing/ EMEA Distribution Publishing/ EMEA Distribution
Production Distribution Zone TOTAL Production Distribution Zone TOTAL
Goodwill 233,912 9,688 15,862 259,462 161,186 19,548 - 180,735
Other intangible assets
and property, plant and
equipment 875,773 7,281 13,464 896,518 816,651 7,182 19,007 842,840
Non-current financial assets 105,448 604 554 106,606 4,490 564 356 5,410
Deferred tax assets 67,917 10,170 6,094 84,181 70,640 9,093 9,099 88,830
Non-current assets 1,283,050 27,742 35,975 1,346,767 1,052,967 36,387 28,461 1,117,815
Current assets 192,557 255,927 216,131 664,615 136,282 181,067 260,033 577,383
Current financial assets 8,320 - - 8,320 1,131 - - 1,131
Current tax assets 36,678 460 1,342 38,481 31,844 1,099 23 32,967
Cash and cash equivalents 672,511 68,740 5,687 746,939 684,647 165,161 2,890 852,699
Current assets 910,066 325,128 223,161 1,458,355 853,905 347,328 262,947 1,464,180

TOTAL ASSETS 2,193,115 352,870 259,136 2,805,122 1,906,872 383,715 291,408 2,581,995

As the Group’s segment liabilities are not subject to regular presentations to the Management, they are not included in the segment
information.

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 Financial statements
Consolidated financial statements as at March 31, 2018

6.1.2.9 Current and non-current operating expenses

NOTE 8 OPERATING EXPENSES BY DESTINATION

R&D costs increased by €141.9 million to reach €690.6 million Marketing, administrative and IT costs increased by €47.9 million to
(39.9% of sales), compared with €548.7 million for the 2016/2017 reach €483.9 million (27.9% of sales), compared to €439.3 million
financial year (37.6%). (30.1%) the previous financial year:
The cost of sales increased by €25.9 million to reach €296.8 million ♦ variable marketing expenses stood at €233.2 million (13.5%
(17.1% of sales), compared with €270.9 million (18.6%) the previous of sales), stable compared with €218.5 million (15.0%) for
financial year. 2016/2017;
♦ overheads totaled €250.7 million (14.5% of sales) compared with
€220.8 million (15.1%) in 2016/2017.

% OF SALES AT 03/31/18 % OF SALES AT 03/31/17

15% 17% 14% 19%

6%
6% 3%
2%

20% 22%

40% 39%

Cost of sales IT costs

R&D costs Administrative costs
Marketing costs Operating profit (loss) from continuing operations

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6 Financial statements
Consolidated financial statements as at March 31, 2018

Details of provisions and reversals of provisions and depreciation and amortization by

destination

03/31/18
Cost of Marketing Administrative
Net provisions Total sales R&D costs costs and IT costs
Depreciation, amortization and impairment of non-current assets 505,790 254 479,494 1,585 24,457
Provisions for trade receivables 286 - - 286 -
Provisions for risks and charges (866) - (512) - (354)
Provisions for post-employment liabilities 1,802 - 1,127 316 359

TOTAL PROVISIONS AND REVERSALS OF PROVISIONS 03/31/18 507,012 254 480,109 2,187 24,462

TOTAL PROVISIONS AND REVERSALS OF PROVISIONS 03/31/17 451,834 184 434,159 3,413 14,077

ACCOUNTING PRINCIPLES

For the purpose of comparisons with other sector players, ♦ amortization and depreciation on commercial software from
Ubisoft presents its results by function. their commercial launch.

Marketing costs
R&D costs
This item includes all sales and marketing costs, with the
This item includes all research and development expenses
exception of editorial marketing costs, which are included under
incurred by the Group:
research, and development costs. It brings together the variable
♦ compensation of production teams (short term benefits, marketing costs (marketing investment for the financial year)
post-employment benefits, stock-based payments) as well as and structural costs (compensation of marketing teams).
the indirect costs and activities less (i) public grants received
or to be received and (ii) the production of commercial Administrative and IT costs
software developments;
This item includes all the expenses of the administrative and
♦ royalties paid or due on items of intellectual property IT teams (structural costs) as well as sub-contracting and
belonging to third parties used as part of the Group’s content
indirect costs.
production;

NOTE 9 OTHER NON-CURRENT OPERATING EXPENSES

03/31/18 03/31/17
Goodwill 31,878 20,466
Brands 6,364 4,628

TOTAL 38,242 25,094

Other non-current operating expenses include impairment of As those expenses are non-recurring and relevant, they are presented
goodwill and brands recognized further to impairment test or when as non-current expenses.
the market value has become lower than the book value.

158 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 10 INVENTORY

Change in Foreign
Opening inventory Reclas- Change in exchange gains Closing
Inventory and work in progress balance (result) sifications scope and losses balance
Goods 31,202 (229) - - (2,452) 28,521

TOTAL AT 03/31/18 31,202 (229) - - (2,452) 28,521

TOTAL AT 03/31/17 24,759 5,381 - - 1,062 31,202

Foreign
Opening Provisions/ Change in exchange gains Closing
Impairment balance Reversals scope and losses balance
Goods 5,843 2,876 - (462) 8,257

TOTAL AT 03/31/18 5,843 2,876 - (462) 8,257

TOTAL AT 03/31/17 5,385 262 - 196 5,843

No inventories are pledged as collateral for a liability.

ACCOUNTING PRINCIPLES

Inventory is valued using the weighted average cost method. Net realizable value is the estimated sale price in the normal
course of business minus estimated completion costs and
The net value of inventory is measured at the lower of acquisition
estimated selling costs (marketing and distribution costs).
cost and net realizable value.
Impairment is recorded when the likely net realizable value
The acquisition cost is the purchase price plus incidental
falls below the carrying amount.
expenses.
No borrowing costs are included in the cost of inventory.

NOTE 11 TRADE PAYABLES

Opening Closing
balance Foreign balance
Trade payables Gross Change
Reclas-
sifications
Change in
scope
exchange gains
and losses Gross 6
Suppliers 177,374 7,490 - 161 (8,949) 176,076

TOTAL AT 03/31/18 177,374 7,490 - 161 (8,949) 176,076

TOTAL AT 03/31/17 205,140 (39,908) - 7,724 4,418 177,374

“Suppliers” includes commitments made under license agreements As these debts are short-term and do not bear interest, the interest-
including the portion not yet paid. rate risk is not significant.
At March 31, 2018, these outstanding commitments stood
at €14,466 thousand compared with €22,588 thousand the
previous year.

- 2018 Registration Document 159

6 Financial statements
Consolidated financial statements as at March 31, 2018

ACCOUNTING PRINCIPLES

Trade payables are recorded at amortized cost. Trade payables with maturity over one year are discounted. More
generally, as trade payables are short term, they are recorded
in the statement of financial position at their nominal value.

NOTE 12 PREPAID EXPENSES

Foreign
Opening exchange gains Reclas- Change Closing
balance Change and losses sifications in scope balance
Prepaid expenses 26,291 6,542 (842) 46 32,036

TOTAL AT 03/31/18 26,291 6,542 (842) 46 32,036

TOTAL AT 03/31/17 20,790 5,386 78 37 - 37

These are mainly expenses committed for a trade show after the year-end (€5.5 million), IT maintenance and miscellaneous general
expenses.

6.1.2.10 Employee benefits

NOTE 13 PERSONNEL COSTS

Staff at March 31, 2018 (total employees registered at the end of the period) break down as follows:

03/31/18 03/31/17
Americas 5,075 4,627
EMEA/Pacific 8,667 7,280

TOTAL 13,742 11,907

The average headcount in 2017/2018 was 12,908.

03/31/18 03/31/17
Salaries 634,215 544,776
Payroll taxes 156,988 133,803
Grants and tax credits (126,233) (111,539)
Stock-based compensation  (1)
39,558 36,836

TOTAL 704,528 603,876

(1) See details in Note 15

The Group had total expenses of €20,621 thousand on its defined contribution plans.

160 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

Grants and tax credits presented as a reduction in personnel costs are as follows:

Country Type 03/31/18 03/31/17

Grants (1) 85,809 75,684
Canada
Tax credits (1) 6,766 9,014
Tax credits 18,474 12,365
France CICE 2,655 2,270
Other 1,719 862
Singapore Grants 5,365 5,227
Tax credits 3,230 3,718
United Kingdom
Other 3 101
Abu Dhabi Grants 1,278 1,573
Other 934 725

TOTAL 126,233 111,539

(1) The payment of certain grants or tax credits is contingent upon the generation of taxable income

ACCOUNTING PRINCIPLES

Some of the Group’s production studios are located in Some of these provisions may include conditions that must be
countries where the legislation offers video game producers complied with by the Group immediately or at a later date. These
incentives, such as public grants or tax credits. Income from conditions are analyzed by the Group before their registration
such provisions are presented as reductions in research and as a reduction in the asset’s cost of sale. If applicable, a public
development expenses in the Group’s income statement. grant that becomes repayable will be recognized as a change
They are then recorded as reductions in the cost of sale of in the accounting estimation (increase in the asset in return
commercial software developments in the balance sheet, so for the repayment and immediate recognition in expenses of
that they are recognized as income over the useful life of the the additional cumulative amortization which would have been
commercial software developments to which they are attached recognized in the absence of the grant).
via a reduction in the amortization expense.

NOTE 14 EMPLOYEE BENEFITS

Provisions for post-employment benefits

6
Foreign
Change in other exchange
Opening comprehensive Change gains and Closing
balance Provisions income Reversals in scope losses balance
Provisions for post-
employment benefits 9,079 1,806 (528) (3) - (65) 10,289

TOTAL AT 03/31/18 9,079 1,806 (528) (3) - (65) 10,289

TOTAL AT 03/31/17 6,618 1,445 1,013 (26) - 29 9,079

Assumptions
Japan Italy France India Bulgaria
03/31/18 03/31/17 03/31/18 03/31/17 03/31/18 03/31/17 03/31/18 03/31/17 03/31/18
Wage growth 1.79% 2.09% 3% 3% and 5.6% 1.50 to 2% 1.50 to 2% 8% to 10% 7% 4%
Discount rate 1.44% 1.18% 1.44% 1.18% 1.44% 1.18% 7.90% 7.35% 1.4%
31.2 years 30.69 years
and and
Average remaining working life 16.78 years 15.05 years 22.55 years 38.76 years 31.16 years 31.17 years 33.07 years 33.17 years 24.7 years

- 2018 Registration Document 161

6 Financial statements
Consolidated financial statements as at March 31, 2018

Death rate assumptions are based on published statistics and tables.

The definition of and principles for the measurement and recognition of these benefit liabilities are presented below.
An increase of 50 basis points in the discount rate would result in a fall of 9.2% in the amount of the benefit liability.
An decrease of 50 basis points in the discount rate would result in an increase of 10.9% in the amount of the benefit liability.

ACCOUNTING PRINCIPLES

Post-employment obligations on the basis of several factors, including age, length of service
Ubisoft contributes to pension, medical and termination and compensation level. Such plans are used by the Group
benefit plans in accordance with the laws and practices of in France, Italy, Japan and India.
each country. These benefits can vary depending on a range of The employer’s future obligations are measured on the basis
factors, including seniority, salary and payments to compulsory of an actuarial calculation called the “projected unit credit
general plans. method”, in accordance with each plan’s operating procedures
and the information provided by each country. This method
These plans may be either defined contribution plans or defined
involves determining the value of likely discounted future
benefit plans:
benefits of each employee at the time of his/her retirement.
♦ with regard to defined contribution plans, the pension In accordance with the revised IAS 19 standard, actuarial gains
supplement is determined by the total capital that the and losses are recognized in other comprehensive income.
employee and the Company have paid into external funds.
In France, Italy and Japan, the discount rate is determined
The expenses correspond to contributions paid during
on the basis of market rates for high-quality corporate bonds
the period. The Group has no subsequent obligations to
(IBBOX AA10+ rate, the average of the last 12 months of AA
its employees. For Ubisoft, this generally involves public
rated corporate bonds over 10 years or more).
retirement plans and specific defined-contribution plans;
♦ with regard to defined benefit plans, the employee In India and Bulgaria, the discount rate is based on the current
receives a fixed pension benefit from the Group, determined yield rate for the government’s bond market at the closing date.

NOTE 15 COMPENSATION IN SHARES AND EQUIVALENTS

Impact on the financial statements:

EQUITY AT 03/31/17 149,180

Personnel costs 39,558
Stock options 5,206
Free share grants 20,694
MMO 13,658

EQUITY AT 03/31/18 188,738

The impact of these stock-based compensation payments on reserves corresponds to all rights acquired by employees in respect of equity
instruments issued by Ubisoft as at March 31, 2018 (see section 6.1.1 Statement of changes in equity).

Stock options
The fair value of share subscription or purchase options, subject to requirement for employee beneficiaries, is estimated and fixed at
satisfaction of presence and performance requirements for corporate the grant date. The expense is recognized over a four-year vesting
officers and members of Executive Committee and a presence period, but is not straight-line given the vesting terms.

162 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

Subscription options

25th plan 26th plan 27th plan 28th plan 29th plan 30th plan 31st plan
Total number of shares granted 936,970 798,125 100,000 665,740 62,200 328,100 37,500
Start of exercise period 10/19/13 10/29/14 May 2018 09/24/15 12/16/15 09/23/16 May 2019
Expiry date of options 10/18/17 10/28/18 03/16/19 09/23/19 12/15/19 09/22/20 12/15/20
Strike price of options €6.37 €6.65 €9.547 €8.83 €11.92 €12.92 €14.22 €17.94 €26.85
France World France World
Maturity (in years) 5 5 5 5 5 5 5
Volatility 30% 30% 30% 42% 42% 42% 42%
Risk-free interest rate 0.35% 0.75% 0.50% 0.50% 0.15% 0.13% 0.13%
Estimated dividend rate 0% 0% 0% 0% 0% 0% 0%
Annual turnover rate 5% 5% 0% 5% 5% 5% 5%
Fair value of options after stock split (€/share) €1.79 €1.28 €1.98 €1.69 €2.90 €4.29 €4.62 €4.35 €8.73
France World France World
Options at April 1, 2017 174,056 357,808 85,000 423,415 59,200 278,339 37,500
Options granted during the period - - - - - - -
Options exercised during the period 173,118 158,028 - 128,290 - 58,064 -
Options cancelled during the period 938 - - 3,250 - 9,100 -
Options outstanding at March 31, 2018 - 199,780 85,000 291,875 59,200 211,175 37,500

32nd plan 33rd plan 34th plan 35th plan 36th plan 37th plan TOTAL
Total number of shares granted 758,810 29,344 220,700 418,500 11,000 2,500
Start of exercise period 06/23/17 (1) 12/14/17 (1) 03/30/18 06/27/18 09/22/18 12/12/18
Expiry date of options 06/22/21 12/13/21 03/29/22 06/26/22 09/21/22 12/11/22
€33.02 €31.95 €37 €39.03 €50.02 €51.80 €57.26 €64.63
Strike price of options France Canada France World
Maturity (in years) 5 5 5 5 5 5
Volatility 42% 35% 35% 35% 34% 34%
Risk-free interest rate 0% 0% 0% 0% 0% 0%
Estimated dividend rate 0% 0% 0% 0% 0% 0%
Annual turnover rate 5% 0% 5% 5% 0% 0%
€8.55 €8.72
Corporate Em-
€6.74 €12.10 €8.75 €14.06 €10.11 €13.02 €14.08
6
Fair value of options (€/share) officers ployees France World
Options at April 1, 2017 722,060 29,344 220,700 - - - 2,387,422
Options granted during the period - - - 418,500 11,000 2,500 432,000
Options exercised during the period 98,619 - - - - - 616,119
Options cancelled during the period 9,604 - 3,000 6,000 - - 31,892
Options outstanding at March 31, 2018 613,837 29,344 217,700 412,500 11,000 2,500 2,171,411
(1) May 2020 for Executive Committee Members (Plan 32) and corporate officers (Plan 33)

The average price of options exercised during the period was €13.86.

- 2018 Registration Document 163

6 Financial statements
Consolidated financial statements as at March 31, 2018

Free share grants settled in shares The employee benefit expense corresponds to the value of
instruments received by the beneficiary, which is equal to the value
Free share grants, which are subject to performance conditions, are of shares being received, at the date of allocation to the beneficiaries,
locked in for a two, three, or four year period following the grant date. with the discounted value of dividends expected over the vesting
As the shares granted are ordinary shares in the same category as period being zero.
the old shares that comprise the Company’s share capital, employee
shareholders receive dividends and voting rights on all their shares
at the end of the vesting period.

03/31/14
Grant date 05/14/13 06/17/13 10/09/13 10/29/13 02/11/14 03/17/14
Maturity – vesting period (in years) 4 years 4 years 4 years 4 years 4 years 4 years
Fair value of the instrument in € (per share) €8.6 €10.3 €10.55 €8.92 €11.40 €12.51
Percentage of operating targets reached 100% 100% 100% 100% 100% 100%
Number of instruments as at 04/01/17 133,700 202,473 40,000 568,908 10,000 258,000
Number of instruments granted during the period - - - - - -
Number of instruments cancelled during the period - - - 15,942 - 10,000
Number of instruments exercised during the period 133,700 202,473 40,000 552,966 10,000 248,000
Number of instruments as at 03/31/18 - - - - - -

03/31/15
Grant date 07/01/14 09/24/14 09/24/14 12/16/14 12/16/14
Maturity – vesting period (in years) 4 years 4 years 3 years 4 years 3 years
Fair value of the instrument in € (per share) €13.52 €12.71 €7.45 €14.17 €8.38
Percentage of operating targets reached 100% 100% 100% 100% 100%
Number of instruments as at 04/01/17 488,328 10,710 365,820 217,600 72,270
Number of instruments granted during the period - - - - -
Number of instruments cancelled during the period 19,580 - 2,130 - -
Number of instruments exercised during the period - - 11,474 - 2,409
Number of instruments as at 03/31/18 468,748 10,710 352,216 217,600 69,861

03/31/16
Grant date 09/23/15 09/23/15 10/19/15 12/16/15 3/03/16
Maturity – vesting period (in years) 4 years 3 years 4 years 3 years 4 years
Fair value of the instrument in € (per share) €18.29 €11.61 €24.92 €15.45 €26.81
Percentage of operating targets reached 100% 100% 100% 100% 100%
Number of instruments as at 04/01/17 904,614 141,180 171,233 45,000 172,500
Number of instruments granted during the period - - - - -
Number of instruments cancelled during the period 32,070 - - - 6,750
Number of instruments exercised during the period - - - - -
Number of instruments as at 03/31/18 872,544 141,180 171,233 45,000 165,750

164 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

03/31/17 Total
Grant date 04/19/16 06/23/16 06/23/16 12/14/16 12/14/16
Maturity – vesting period (in years) 4 years 4 years 3 years 4 years 3 years
Fair value of the instrument in € (per share) €27.29 €33.55 €20.10 €32 €17.63
Percentage of operating targets reached 100% 100% 100% 100% 100%
Number of instruments as at 04/01/17 323,100 932,660 205,140 10,300 11,820 5,285,356
Number of instruments granted during the period - - - - - -
Number of instruments cancelled during the period 5,000 40,320 - - - 131,792
Number of instruments exercised during the period - - - - - 1,201,022
Number of instruments as at 03/31/18 318,100 892,340 205,140 10,300 11,820 3,952,542

Group savings scheme trading days prior to the Board of Directors’ meeting that approved
the capital increase.
Group savings scheme – Massive Multishare After a holding period, or before the end of this period in the event
Ownership of early release, each beneficiary is also guaranteed to receive their
Ubisoft grants employee stock ownership plans for the benefit of a initial investment in euros (comprising his/her personal contribution
certain number of its employees. increased by the additional contribution) as well as a multiple of the
possible average protected increase in the share price.
The financial product associated with these plans comprises a
guaranteed capital portfolio, with a share in any rise in the Ubisoft The assumptions used to value the guaranteed capital component
share price over a 5-year period. and optional component are based on the estimated volatility of the
security concerned, a risk-free discount rate, the estimated dividend
These plans were notably financed by Ubisoft via a 15% discount rate and the anticipated exit rate.
on the shares allocated to the operation. This discount is calculated
compared to the average of the share trading prices over the 20

The compensation is recognized in income on the plan subscription date.

03/31/18 03/31/17
Grant date 07/27/17 08/30/16
Reference price €49.14 €36.30
Subscription price €41.77 €30.86
Discount 15% 15%
Number of shares 2,312,903 2,395,133
Subscription amounts:
♦ Employees €5,538 thousand €4,189 thousand
♦ Additional contribution
IFRS2 expense net of the additional contribution
€4,122 thousand
€13,658 thousand
€3,203 thousand
€10,562 thousand
6
Gross expense €17,780 thousand €13,765 thousand

ACCOUNTING PRINCIPLES

Stock option payment plans provide an additional incentive ♦ for a liability when they are settled in cash, with this liability
for employees to improve the Group’s performance by allowing remeasured at fair value at each statement of financial
them to purchase a stake in the Company (stock options, free position date.
shares, Group savings scheme).
This expense is spread over the vesting period, assuming
In accordance with IFRS 2, stock-based compensation is presence on the vesting date and possibly performance
recognized as personnel expenses in return: conditions attached.
♦ for consolidated reserves, when they are settled by transfer
of shares to the beneficiaries, valued at the fair value of the
instrument assessed at the date of grant; ...

- 2018 Registration Document 165

6 Financial statements
Consolidated financial statements as at March 31, 2018

... of dividends expected over the vesting period (not applicable

for free shares allocated at the closing date in the absence
♦ Stock option plans: compensation is recognized in of dividends expected over the vesting period).
income over the vesting period; however, the straight-line ♦ Free share grants settled in cash: free share grants
method is not used given the vesting terms set out in the settled in cash are recognized in income in return for a
various plan regulations; Ubisoft uses a binomial model liability constituted as the vesting period progresses for the
to estimate the value of such instruments. This method is beneficiaries and based on the share price at the grant date.
based on assumptions updated on the valuation date, such At each closing date, the liability is remeasured based on
as estimated volatility of the security concerned, a risk-free the share price at the closing date, and the change in fair
discount rate, the estimated dividend rate and the likelihood value is recognized in income.
of staff remaining in the Group and fulfilling performance ♦ Free grant of preference shares settled in shares:
conditions until they can exercise their rights. compensation is recognized in income over the vesting
♦ Group savings scheme – Massive Multishare period of the rights. Given the complexity of the vesting
Ownership: the accounting expense is equal to the discount modalities attached to some of the shares, Ubisoft uses a
granted to employees valued according to the method used model based on the Monte Carlo simulations method to
to assess the guaranteed component and the optional estimate the value of such instruments. This method is
component. This expense is recognized immediately on the based on assumptions updated on the valuation date, such
plan subscription date. Ubisoft uses a Monte Carlo model as the estimated volatility of the security concerned, a risk-
to estimate the value of such instruments. This method free discount rate, the estimated dividend rate, the share
is based on assumptions updated on the valuation date, price and the likelihood of staff remaining in the Group and
such as the estimated volatility of the security concerned, fulfilling performance conditions until they can exercise
a risk-free discount rate, the estimated dividend rate and their rights.
the likelihood of staff remaining in the Group. The dilutive effect of stock option plans and free share grants
♦ Free share grants settled in shares: The fair value of when the unwinding of the instrument involves the issue of
the free allocated shares is estimated by referring to the Ubisoft shares and the vesting period is in progress, is reflected
share price on the allocation date less the discounted value in the calculation of diluted earnings per share.

NOTE 16 COMPENSATION OF CORPORATE OFFICERS (RELATED PARTY TRANSACTION)

Compensation of corporate officers of the ♦ long-term variable compensation which was covered by the
Company and of the controlling and/or allocation of shadow stock options payable in cash.

controlled companies The long term variable compensation have been validated by the
Board of Directors March 30, 2018 and concern the allocation of a
Messrs. Guillemot are remunerated for their positions as CEO and number of shadow stock options of an equivalent value at the date
Executive Vice Presidents of Ubisoft Entertainment SA. of grant to €540,750 for the Chairman and Chief Executive Officer
The compensation of Yves Guillemot, Chairman and Chief Executive and €62,496 for each of the Executive Vice Presidents.
Officer, for the financial year ended March 31, 2018 comprises the The vesting of shadow stock options will be effective the March 30,
following components: 2021 and is conditional:
♦ fixed compensation, which amounts to €540,750 since April 1, (i) for 50%, on average Group EBIT (not a strictly accounting-
2017; based indicator) calculated using the Group EBIT figures for
♦ annual variable compensation based on three quantitative criteria the 2017/2018, 2018/2019 and 2019/2020 financial years; and
and one qualitative criterion, which is subject to the approval of (ii) for 50%, on the total shareholder return on Ubisoft stock (the
the General Meeting called to approve the financial statements “Ubisoft TSR”) compared against the TSR of the NASDAQ
for the past financial year; index (the “NASDAQ TSR”), both TSRs being calculated from
♦ long-term variable compensation which was covered by the March 30, 2018 to March 29, 2021.
allocation of shadow stock options payable in cash. Moreover, shadow stock options acquired after the assessment of
The compensation of the Executive Vice Presidents for the the internal and external conditions will only be paid in cash if the
financial year ended March 31, 2018 comprises the following Ubisoft share price has increased compared to the base price set on
components: the day of the allocation (€69.155). The cash payment corresponds
to the difference between the final fair market value of the share and
♦ fixed compensation;
the baseline share price, per shadow stock option. The payment of

166 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

long-term compensation is also subject to remaining in office as a Company within the meaning of IAS 24.16 was €2,197 thousand
Corporate Executive Officer. for the 2017-2018 financial year.
The amount of the total gross compensation due/paid to corporate Corporate executive officers are not eligible for any severance or
executive officers during the year by companies controlled by the non-compete indemnity, nor a supplementary pension scheme in
respect of their function in the Company.

Valuation of compensation for the financial year 03/31/18 03/31/17

Short-term benefits (1) 2,197 2,055
Post-employment benefits N/A N/A
Other long-term benefits  (2)
0 N/A
Compensation for termination of employment contract N/A N/A
Stock-based compensation (3) 487 466

TOTAL 2,684 2,521

N/A: not applicable
(1) Includes fixed and variable compensation, benefits in kind and directors’ fees recognized for the financial year
(2) Includes long-term variable compensation, the expense is not significant for the year ended March 31, 2018
(3) This is the expense for the financial year in respect of stock-based compensation calculated in accordance with IFRS 2

Compensation of corporate officers There are no agreements to compensate Board members if they
resign or are dismissed without real cause, or if their employment
In consideration – very partial – of the responsibilities assumed and is terminated due to a public offering.
also the time spent preparing Board and/or committee meetings
and actively participating therein, directors receive directors’ fees Section 4.2 of this annual report contains a detailed description
consisting of a fixed component and a variable component. of the pay and benefits granted to the corporate executive officers
of the Group.
The General Meeting of September 22, 2017 set the maximum annual
amount of directors’ fees that can be paid to members of the Board No loans or advances were made to the Company’s directors under
of Directors and/or committees at €750 thousand. Article L. 225-43 of the French Commercial Code.

During the 2017/2018 financial year, members of the Board of

Directors received €503 thousand in directors’ fees.

6.1.2.11 Goodwill

NOTE 17 GOODWILL IMPAIRMENT

Goodwill impairment recorded in the financial statements as at March 31, 2018 can be broken down as follows:
6
CGU 03/31/18 03/31/17
Publishing/Production 17,540 935
Distribution 6,279 9,815
Distribution rights France 6,279 2,362
Distribution rights Germany - 5,789
Distribution rights Canada - 1,664
Production/Distribution 8,059 9,716
Owlient Free to Play PC 8,059 8,000
Other - 1,716

TOTAL 31,878 20,466

As at March 31, 2018, impairment was recognized due to the insufficient outlook on financial flows.

- 2018 Registration Document 167

6 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 18 GOODWILL

As part of the analyses relating to the organization of studio being associated, through the contribution of their expertise, to the
production conducted during the financial year, the company development of projects led by other studios.
identified that the studios acquired work in collaboration with the Thus, this analysis led to four new CGUs being taken into account
other studios in accordance with the Group’s integrated editorial within the Publishing/Production CGU:
and co-production strategy, with the exception of three studios.
Thus, pursuant to paragraph 72 of IAS 36, the company fine-tuned ♦ Publishing/Production CGU – Mono Project A;
the scope of the Publishing/Production CGU by identifying several ♦ Publishing/Production CGU – Mono Project B;
CGUs according to whether the acquired studios develop their
own franchises without inter-studio collaboration or whether they ♦ Publishing/Production CGU – Mono Project C;
collaborate with other Group studios on the development of their ♦ Publishing/Production CGU – Multi Projects, covering internal
own franchises or the development of other Group franchises by collaborations.

The net carrying amount of goodwill as at March 31, 2018 is allocated as follows:

03/31/18 03/31/17
Cumulative
CGU Gross value impairment losses Net amount Net amount
Publishing/Production 71,310 17,540 53,770 58,539
Mono Project A 18,436 17,540 896 18,436
Mono Project B 1,474 - 1,474 1,474
Mono Project C 15,862 - 15,862 -
Multi Projects 35,538 - 35,538 38,629
Distribution - - - 6,279
Distribution rights France - - - 6,279
Production/Distribution 228,751 23,059 205,692 115,917
Ketchapp 106,124 - 106,124 66,624
1492 Studio 62,421 - 62,421 -
Growtopia 23,959 - 23,959 27,827
Owlient Free to Play PC 26,559 23,059 3,500 11,559

Future Games of London 9,688 - 9,688 9,907

TOTAL 300,061 40,599 259,462 180,735

The change in goodwill as at March 31, 2018 is allocated as follows:

03/31/18 03/31/17

Gross value at the start of the period 199,559 118,154

Acquisitions 117,856 94,524
Foreign exchange gains and losses (7,251) 654
Derecognitions (10,103) (13,774)

Gross value at the end of the period 300,061 199,559

Cumulative losses at the start of the period 18,824 11,960

Impairment losses 31,878 20,466
Foreign exchange gains and losses - 172
Derecognitions (10,103) (13,774)

Cumulative losses at the end of the period 40,599 18,824

Net goodwill 259,462 180,735

168 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

The change in goodwill at March 31, 2018, is mainly due to the The earnout assessed on the acquisition of Ketchapp SAS is based
acquisition of the companies 1492 Studio SAS and Blue Mammoth on the achievement of the accumulated operating income targets.
Games LLC and the completion of the estimate of the acquisition It was initially recognized in the amount of €39,500 thousand. The
price and its allocation for the acquisition of Ketchapp SAS, partially resulting goodwill at March 31, 2018 is definitive.
offset by €7.3 million in foreign exchange losses mainly impacting Information relating to entries into the scope is detailed in Note 2.
the Multi Projects (€3.2 million) and Growtopia (3.7 million) CGUs.

NOTE 19 KEY ASSUMPTIONS USED TO CALCULATE RECOVERABLE VALUES

MARCH 31, 2018

Publishing/
Production Distribution Production/Distribution
Owlient Future
Distribution Free to Games
rights France Play PC of London Growtopia Ketchapp Other
Basis used for recoverable value Value-in-use
Source used Internal plan
Methodology Discounted cash flows
Discount rate 8.67%
Perpetuity growth rate 0 to 1.50% 0% 0% 1.50% 1.50% 1.50% 1.50%

MARCH 31, 2017

Publishing/
Production Distribution Production/Distribution
Distribution Owlient Free Future Games
rights France Other to Play PC of London Other
Basis used for recoverable value Value-in-use
Source used Internal plan
Methodology Discounted cash flows
Discount rate 9%
Perpetuity growth rate 1.50% 0.50% 0.50% 0% 1.50% 1.50%

- 2018 Registration Document 169

6 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 20 SENSITIVITY OF RECOVERABLE AMOUNTS

On the basis of foreseeable events to date, the Group considers The table below shows the discount rate and EBIT growth rate
that potential changes in the key assumptions described in the required for an impairment to be recognized for material CGUs
accounting principles hereafter would not lead to a surplus in the not impaired at March 31, 2018, excluding acquisitions during the
carrying amount compared with the recoverable value. financial year:

Publishing/Production
(in € millions) Mono Project A Mono Project B Multi Projects
Estimated recoverable value of the tested CGU 10.5 23.2 2,079.8
Carrying amount of the tested CGU 10.5 5.3 262.4
Change in cash flows leading to an impairment Sensitive -77% -88%
Discount rate leading to an impairment Sensitive 25% 93%
Perpetuity growth rate leading to an impairment Sensitive -120% Not sensitive

Production/Distribution
Owlient Free Future Games
(in € millions) to Play PC of London Ketchapp Growtopia
Estimated recoverable value of the tested CGU 3.5 16.9 271.2 38.4
Carrying amount of the tested CGU 3.5 13.2 108.1 24
Change in cash flows leading to an impairment Sensitive -22% -60% -38%
Discount rate leading to an impairment Sensitive 11% 20% 13%
Perpetuity growth rate leading to an impairment Sensitive -3% -41% -7%

ACCOUNTING PRINCIPLES

Goodwill impairment methods with other Group studios for the development of their
Goodwill on the statement of financial position of the Group own franchises (Mono Project A, Mono Project B and
may be associated with the acquisition of: Mono Project C): the CGU corresponds to the project
in question,
♦ sales and marketing subsidiaries operating in a given
geographical area; ♦ for the studios working in collaboration with the other
studios in accordance with the Group’s integrated
♦ production subsidiaries;
editorial and co-production strategy (multi projects):
♦ production subsidiaries that also release its developments.
the CGU corresponds to all production (internal studios)
These are not amortized but are subject to impairment tests
and publishing assets (parent company), with these two
at least once a year and each time impairment indicators are
activities being interdependent;
identified.
♦ for goodwill of production/sales and marketing
As the recoverable amount of this goodwill cannot be subsidiaries: the CGU corresponds to the subsidiary in
determined individually, the Group has identified for each question. Some games have their own market due to their
of them the smallest group of assets (cash generating unit – history within the Group. Developments are, in the main,
CGU) generating cash inflows that are independent of other made by the acquired entity, which also provides sales and
group assets: marketing. Acquired companies generating independent
♦ for goodwill of sales and marketing subsidiaries: cash inflows involved the following businesses:
the CGU is the geographical zone in which the sales and ♦ Free-to-Play,
marketing subsidiary operates; ♦ Mobile,
♦ for goodwill of production subsidiaries: ♦ Film.
♦ for acquired studios that develop their own franchises ...
without inter-studio collaboration or in collaboration

170 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

... The discount rate applied to future cash flows is common

to all CGU given the interdependence within the Group, of
The recoverable value of the CGU is the higher of fair value publishing, production and distribution activities on the one
minus cost of sale (net fair value) and its value in use. The hand, and country risk comparable in the main distribution
estimated value is defined as the sum of projected cash flows areas of the Group (North America and Western Europe). It
with CGU discounted based on a business plan at five years to corresponds to the estimate (updated annually) by the Group’s
which the asset belongs (including goodwill), and the terminal management of the weighted average cost of capital based on
value determined by projection to infinity of normative future available industry data, especially with regard to the financing
cash flows. structure (gearing) and beta coefficient on the equity market
When the recoverable value is less than the carrying amount risk premium. It stood at 8.67% at March 31, 2018, (against
of related assets of the CGU concerned (including goodwill), 9% at March 31, 2017).
an impairment loss is recognized. This is irreversible when it Regarding the current distribution of the Group’s activities, the
relates to goodwill. allocation of goodwill by CGU and the overall risk premium
The business plans used for each CGU being tested for attached to the Group included in the discount rate, the use
impairment are based on assumptions made by management of a single rate for all CGUs was considered sufficient for the
of the Group in terms of variation of sales, level of profitability, impairment test.
and in particular foreign exchange. These are considered The terminal value applied for each CGU being tested for
reasonable and consistent with market data available at the impairment corresponds to capitalization to infinity of
time of preparation of the Group’s financial statements. normative cash flows at the weighted average cost of capital
less the perpetuity growth rate. The perpetuity growth rate
used differs according to the CGU.

6.1.2.12 Intangible assets

NOTE 21 AMORTIZATION AND IMPAIRMENT OF INTANGIBLE ASSETS

03/31/18
Cost of Marketing Administrative
Amortization and impairment of intangible assets Total sales R&D costs costs and IT costs
Released commercial software 367,760 - 367,760 - -
Commercial software in production 55,311 - 55,311 - -
External developments 24,062 - 24,062 - -
Office software
Brands
9,273
6,364
-
-
2,339
6,364
46
-
6,887
- 6
Movies being marketed 6,176 - 6,176 - -
Movies in production 8,899 - 8,899 - -
Other 262 - 74 - 189

TOTAL 03/31/18 478,107 - 470,985 46 7,076

TOTAL 03/31/17 422,875 - 414,823 45 8,007

- 2018 Registration Document 171

6 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 22 INVENTORY VALUE AND CHANGES IN INTANGIBLE ASSETS DURING THE FINANCIAL YEAR

03/31/18 At 03/31/17
Depreciation and
Intangible assets Gross amortization Net Net
Released commercial software 897,454 (679,120) 218,334 162,736
Released external software developments 54,624 (49,206) 5,418 7,199
Commercial software in production 506,715 (66,206) 440,509 424,745
External software developments in production 23,479 (1,324) 22,155 29,815
Office software 75,244 (56,837) 18,407 19,329
Other intangible assets in progress 5,481 - 5,481 3,369
Brands 69,098 (9,909) 59,189 68,045
Movies being marketed 46,144 (38,830) 7,314 13,458
Movies in production 7,404 (4,396) 3,008 7,744
Other 4,328 (1,741) 2,587 25

TOTAL 1,689,972 (907,570) 782,402 736,465

Reclassifi- Foreign
cation of exchange
Opening software in Reclassifi- Change gains and Closing
Change in intangible assets balance Increase Decrease production cations in scope losses balance
Released commercial software 809,380 6,322 (365,862) 447,804 - - (190) 897,454
Released external software
developments 75,860 6,639 (42,192) 14,317 - - - 54,624
Commercial software
in production 466,316 488,203 - (447,804) - - 506,715
External software
developments in production 29,815 7,981 - (14,317) - - - 23,479
Office software 71,284 6,073 (2,236) - 2,719 131 (2,727) 75,244
Other intangible assets
in progress 3,369 4,876 (52) - (2,701) - (11) 5,481
Brands 72,519 - (193) - - - (3,228) 69,098
Movies being marketed 46,181 (1,391) (69) - 1,423 - - 46,144
Movies in production 8,630 5,412 (5,255) - (1,423) - 40 7,404
Other 195 - - - 325 3,818 (10) 4,328

TOTAL AT 03/31/18 1,583,550 524,115 (415,859) - 343 3,949 (6,126) 1,689,972

TOTAL AT 03/31/17 1,509,867 512,047 (440,680) - (453) 3,870 (1,102) 1,583,550

The increase in commercial software in production of Reclassifications between accounts result mainly from the transfer
€488,203 thousand and in released commercial software of of intangible assets in progress.
€6,322 thousand can be explained by the capitalized production
costs of €500,358 thousand, to which are added repayments of
€4,427 thousand, and foreign exchange gains of €1,406 thousand.

172 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

Foreign
Depreciation and exchange
amortization of intangible Opening Reclassi- Change in gains and Closing
assets balance Increase Decrease fications scope losses balance
Released commercial software 646,644 367,760 (365,849) 30,677 - (112) 679,120
Released external software
developments 68,661 22,738 (42,192) - - - 49,206
Commercial software
in production 41,572 55,311 - (30,677) - - 66,206
External software
developments in production - 1,324 - - - - 1,324
Office software 51,955 9,273 (2,237) (5) 126 (2,275) 56,837
Brands 4,474 6,364 (193) - - (736) 9,909
Movies being marketed 32,723 6,176 (69) - - - 38,830
Movies in production 886 8,899 (5,255) - - (134) 4,396
Other 170 262 - - 1,321 (13) 1,741

TOTAL AT 03/31/18 847,085 478,107 (415,795) (5) 1,447 (3,270) 907,570

TOTAL AT 03/31/17 862,265 422,875 (439,765) 35 4 1,671 847,085

No intangible assets are used to secure any borrowings.

ACCOUNTING PRINCIPLES

Other intangible assets include: In accordance with IAS 38 “Intangible assets”, projects are only
recognized as non-current assets if they meet the following
♦ commercial software developments;
criteria:
♦ external software developments;
♦ engines and tools; ♦ the technical feasibility required for completion of the
♦ information system developments; intangible asset leading to its commissioning or sale;
♦ office software; ♦ the intention to complete the intangible asset and
♦ brands; commission or sell it;
♦ films. ♦ its ability to commission or sell the intangible asset;
Commercial software comprises both commercial software ♦ the probability that the intangible asset will generate future
and external software developments. economic benefits;
♦ the availability of suitable technical, financial and other
Recognition of brands resources to complete the development and commissioning
Acquired brands are recognized at their fair value in accordance or sale of the intangible asset;
with IFRS 3 as amended when they are acquired as part of a
business combination, or if this is not the case, in accordance
♦ the ability to reliably measure the expenses attributable to
the intangible asset during its development. 6
with IAS 38 on the acquisition of intangible assets. No borrowing costs are included in the costs of property, plant
and equipment.
Recognition of other intangible assets (excluding Development costs of commercial software (video games),
brands) whether outsourced to Group subsidiaries or externally, are
The intangible assets of companies included in the scope recognized in “commercial software and external software
of consolidation are recorded at their net carrying amount development in production” as development progresses. Once
(historical acquisition cost less cumulated amortization and they are released, these costs are transferred to the “released in-
impairment losses). house software” or “released external software developments”
accounts.
...

- 2018 Registration Document 173

6 Financial statements
Consolidated financial statements as at March 31, 2018

...
Commitments made under external development contract The amortization of intangible assets with fixed useful lives
agreements are recognized for the amount specified in the begins:
agreement including the portion not yet paid.
♦ at the commercial launch for commercial software;
♦ at the date of 1st screening for films and series;
Depreciation, amortization and value impairment of ♦ at the date of commissioning for the other intangible assets
other intangible assets (excluding brands)
with fixed useful lives.
Within the context of IAS 38, the Group is requested to Furthermore, for commercial software that is likely to be
periodically revise its amortization periods based on the subject to rapid obsolescence once marketed, the Group
observed useful life. performs impairment tests at the end of each financial year.
The other intangible assets with fixed useful lives are subject
to impairment tests in the event of an indicator of loss of value.

Inventory value of intangible assets and impairment tests

Types of non-
current assets Depreciation method Asset impairment method with a fixed useful life
Commercial 1 to 6  years, straight-line, starting At the end of each financial year, the Company calculates, for all games
software on the commercial release date in production due to be released within one  year or for which an
developments impairment loss has been identified, the value-in-use by discounting
External Depending on the royalty expenses due the expected future cash flows from each title over the entire duration
developments to third-party publishers of its effective life. Impairment is recognized if the value-in-use is lower
than the net carrying amount of the software.
Acquired brands No amortization due to indefinite useful Impairment tests are carried out on brands at the end of each financial year
life or more frequently if there are indications of loss in value.The recoverable
value of brands corresponds to the higher of the net fair value of disposal
costs and the value-in-use (calculated by applying the royalty method
to the forecasts of expected future revenue over a 5-year period taking
into account a final value). Impairment is recognized if the value-in-use
is lower than the net carrying amount of the brand.
Movies According to the ratio: net income acquired In the event that the total net investment amount resulting from the
during the financial year/total net income application of this method exceeds the forecast net income, an additional
discounted using a rate based on a valuation impairment is recognized for the asset concerned.
of the average cost of equity.
The Group considers that the use of this
amortization method, based on the income
from these activities according to the
estimated income method, is justified as
there is a strong correlation between the
products and consumption of the economic
benefits associated with the works in
question.
Engines and tools 3 years, straight-line Support assets for which the value is tested with commercial software
developments.
Information system 3 to 5 years, straight-line No impairment test in the absence of any indication of impairment.
developments
Office software 3 years, straight-line No impairment test in the absence of any indication of impairment.

174 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 23 BRANDS

03/31/18 03/31/17
Cumulative
impairment
Net values of brands Gross value losses Net amount Net amount
Driver 14,609 (6,609) 8,000 12,363
Tom Clancy 38,582 - 38,582 39,456
Other 15,907 (3,300) 12,607 16,226

TOTAL 69,098 (9,909) 59,189 68,045

Key assumptions used to calculate recoverable values

Driver Tom Clancy Other brands

Basis used for recoverable value Value-in-use
Source used Internal plan
Methodology Royalty method
Discount rate 8.67%
Perpetuity growth rate 0% 0 to 1.5%

Sensitivity of recoverable amounts of other assets with indefinite useful lives (brands)
On the basis of foreseeable events to date, the Group considers The recoverable value of brands is fifteen times their net carrying
that potential changes in the key assumptions would not lead to a amount.
surplus in the carrying amount compared with the recoverable value.

6.1.2.13 Property, plant and equipment

NOTE 24 DEPRECIATION, AMORTIZATION AND IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

Amortization and depreciation of property,

Research and
Development Marketing
Administrative
and IT
6
plant and equipment Total Cost of sales expenses expenses expenses
Buildings 1,012 - 364 - 648
Fixtures and fittings 7,311 139 4,983 535 1,654
Computer hardware and furniture 21,901 88 16,682 1,630 3,501
Development kits 3,777 - 3,777 - -
Transport equipment 46 - 9 31 6

TOTAL DEPRECIATION AND AMORTIZATION

03/31/18 34,047 227 25,815 2,196 5,809

TOTAL DEPRECIATION AND AMORTIZATION

03/31/17 31,293 184 22,925 2,345 5,839

- 2018 Registration Document 175

6 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 25 INVENTORY VALUE AND CHANGES IN PROPERTY, PLANT AND EQUIPMENT DURING THE FINANCIAL YEAR

At 03/31/18 Cumulative At 03/31/18 At 03/31/17

depreciation and
Property, plant and equipment Gross amortization Net Net
Land 3,467 - 3,467 3,743
Leased land 3,460 - 3,460 2,639
Buildings 12,049 (1,288) 10,760 11,956
Leased buildings 14,132 (2,116) 12,017 8,898
Fixtures and fittings 70,612 (35,216) 35,396 36,583
Computer hardware and furniture 145,321 (103,154) 42,167 36,465
Development kits 13,670 (10,736) 2,934 5,033
Transport equipment 368 (204) 164 126
Non-current assets in progress 3,751 - 3,751 932

TOTAL 266,830 (152,714) 114,116 106,375

Foreign
exchange
Change in property, Opening Reclas- Change gains and Closing
plant and equipment balance Increase Decrease sifications in scope losses balance
Land 3,743 - - - - (276) 3,467
Leased land 2,639 821 - - - - 3,460
Buildings 12,994 - - - - (945) 12,049
Leased buildings 10,356 3,776 - - - - 14,132
Fixtures and fittings 67,915 6,293 (1,305) 2,313 - (4,604) 70,612
Computer hardware and furniture 129,455 29,582 (5,011) 441 115 (9,261) 145,321
Development kits 16,130 1,790 (3,244) - - (1,006) 13,670
Transport equipment 343 90 (56) - - (9) 368
Non-current assets in progress 932 6,065 - (2,994) - (252) 3,751

TOTAL AT 03/31/18 244,507 48,417 (9,616) (240) 115 (16,353) 266,830

TOTAL AT 03/31/17 214,501 52,429 (26,484) 675 5 3,381 244,507

Foreign
Depreciation and amortization exchange
of property, plant and Opening Reclas- Change gains and Closing
equipment balance Increase Decrease sifications in scope losses balance
Buildings 1,038 354 - - - (104) 1,288
Leased buildings 1,458 658 - - - - 2,116
Fixtures and fittings 31,332 7,311 (1,215) - - (2,212) 35,216
Computer hardware and furniture 92,990 21,901 (4,836) (454) 93 (6,541) 103,154
Development kits 11,097 3,777 (3,244) - - (894) 10,736
Transport equipment 217 46 (57) - - (2) 204

TOTAL AT 03/31/18 138,132 34,047 (9,352) (454) 93 (9,752) 152,714

TOTAL AT 03/31/17 130,555 31,294 (26,388) 158 - 2,513 138,132

176 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

ACCOUNTING PRINCIPLES

Property, plant and equipment Non-current assets acquired under finance leases
Property, plant and equipment are measured at their acquisition Leases that transfer practically all risks and benefits inherent
cost (purchase price plus incidental expenses) minus rebates, in ownership of the asset are classified as finance leases.
discounts, and any investment subsidies granted. Non-current assets financed via finance leases are restated in
Property, plant and equipment are then recorded at their net the consolidated financial statements so as to reflect the position
carrying amount (historical acquisition cost less cumulated that would have existed if the Company had used borrowed
amortization and impairment losses) at the time of their funds to acquire the assets directly.
inclusion into the scope of consolidation.
On the date of initial recognition, the amount on the asset side
No borrowing costs are included in the costs of property, plant is equal to the fair value of the asset leased or, if this value falls
and equipment. below the present value of the minimum lease payments, the
fair value minus accumulated depreciation and impairment.
Given the type of assets held, no component was identified.
Costs associated with the establishment of the agreement are
incorporated in the asset input value in the balance sheet.

Depreciation, amortization and value impairment of property, plant and equipment

The depreciation method used, throughout the Group, is straight-line and the depreciation periods used for the various types
of non-current assets are as follows:

Type of asset Period (in years)

Buildings 15 to 25
Fixtures and fittings 10
Office furniture 10
Transport equipment 5
Equipment 5
Computer hardware 3

According to international standard IAS 16, the Group is led No impairment test is performed in the absence of any
to periodically revise its durations of depreciation based on indication of impairment.
the observed useful life.

Property
Ubisoft owns land and buildings: No property, plant or equipment is used to secure any borrowings.
♦ in Canada, 111 Chemin de la gare, Piedmont, Québec, premises As at March 31, 2018, no impairment test was performed because
occupied by the subsidiary Hybride Technologies Inc.;
♦ in France, 8, rue de Valmy in Montreuil-sous-Bois (1st floor of
there was no indicator of impairment of property, plant and
equipment. 6
the building);
♦ in Sweden, Ängelholmsgatan 1, 214 22 Malmö.

- 2018 Registration Document 177

6 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 26 AMOUNTS DUE TO SUPPLIERS OF NON-CURRENT ASSETS

Foreign
exchange
Amounts due to suppliers At 03/31/17 Reclas- Change in gains and At 03/31/18
of non-current assets Gross Change sifications scope losses Gross
Amounts due to suppliers of non-current assets 908 (370) - - (2) 536

TOTAL AT 03/31/18 908 (370) - - (2) 536

TOTAL AT 03/31/17 1,107 (196) - - (3) 908

6.1.2.14 Income tax

NOTE 27 ANALYSIS OF TAX EXPENSES/SAVINGS

03/31/18 03/31/17
Current tax (33,460) (36,140)
Deferred tax (35,781) (15,317)

TOTAL (69,241) (51,457)

There are three tax consolidation groups: Deferred tax relating to the operations of the French tax group is
recognized at the tax rate applicable to the parent company, defined
♦ in France, the tax group includes all French companies, with the
by the 2018 Finance Law; this tax rate is different according to the
exception of those created and acquired during the financial year.
time period for repayment or use of the temporary tax differences.
As at March 31, 2018, the tax group’s loss carryforwards totaled
€593,639 thousand, including €724,905 thousand in accelerated Deferred tax relating to the operations of the Group abroad is
depreciation relating to the application of Article 236 of the CGI recognized at the tax rate applicable in each country over the
(French General Tax Code) for software development expenses; financial years in which their use is expected.
♦ in the United States, the tax group includes three companies: The impact of the tax reform in the United States is €1,621 thousand
Ubisoft LA Inc., Redstorm Entertainment Inc. and Ubisoft Inc. on deferred tax.
As at March 31, 2018, the tax group generated a current income
tax expense of €1,602 thousand;
♦ in the United Kingdom, the tax group includes four companies:
Ubisoft Ltd, Ubisoft Reflections Ltd, Future Games of London
Ltd and Ubisoft CRC Ltd. As at March 31, 2018, the tax group
had generated a current income tax expense of €6,739 thousand.

178 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 28 RECONCILIATION BETWEEN THE THEORETICAL INCOME TAX LIABILITY AND THE RECOGNIZED INCOME TAX
LIABILITY

03/31/18
Profit (loss) for the period 139,452
Total income tax 69,241
Consolidated income, excluding tax, profit from associates and income from discontinued activities 208,693

Theoretical tax (34.43%) 71,860

Payments of tax deferred from previous years:
Impact of changes in the rate on the tax basis (3,132)
Other (1,614)
Impact of permanent differences between net income and consolidated earnings:
Cancellation of provisions for impairment 8,585
Cancellation of studio margin (5,545)
Additional payment IFRS 2 8,554
Other permanent differences (385)
Impact of permanent differences between net income and taxable income: 3,414
Taxation of foreign companies at different tax rates (9,344)
Other adjustments
Exceptionnal contribution of 15% of the French tax group’s income tax 462
Adjustments on the previous financial year (114)
Impact of tax consolidation 1,310
Tax credits (8,289)
Other 3,479

TOTAL INCOME TAX 69,241

EFFECTIVE TAX RATE 33.2%

- 2018 Registration Document 179

6 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 29 DEFERRED TAX

Breakdown by nature of tax on the statement of financial position and income statement

Change in Foreign
Change other exchange Other
in comprehen- Change gains and reclas-
03/31/17 income sive income in equity losses sifications 03/31/18
Intangible assets
Elimination of margin on intangible assets (1) 17,531 2,551 - - - - 20,082
Capitalized losses and tax credits
Losses 1,563 271 - - (104) - 1,730
Investment tax credit 22,714 307 - - (2,863) 4,035 24,193
Hedging derivatives 335 (335) - - - - -
Other
Temporary tax differences (2) 44,342 (4,677) - - (2,744) (1,029) 35,892
Other consolidation adjustments 2,346 153 (215) - - - 2,284

TOTAL DEFERRED TAX ASSETS 88,831 (1,730) (215) - (5,711) 3,006 84,181
Intangible assets
Brands (4,127) 1,740 - - 340 - (2,047)
Other intangible assets (109) (109)
Tax credits (29,522) (3,160) - - 3,215 - (29,467)
Hedging derivatives (389) (4) - - - (393)
Other financial instruments (11,561) (6,722) (308) 7,600 - - (10,991)
Accelerated depreciation and amortization (24,072) (26,051) - - - (574) (50,697)
Other (3,102) 146 - 61 552 (2,343)

TOTAL DEFERRED TAX LIABILITIES (72,773) (34,051) (308) 7,600 3,616 (131) (96,047)

TOTAL NET DEFERRED TAXES 16,058 (35,781) 93 7,600 (2,095) 2,875 (11,866)
(1) Corresponds to the elimination of the internal margin invoiced by the production studios to the parent company on capitalized commercial software developments
(2) The main differences relate to:
• provisions for credit notes by sales and marketing subsidiaries in respect of price protection: €8 million
• R&D expenses by production studios: €10 million
• deferral of rent-free periods: €3 million
• provisions for personnel expenses (bonus, paid leave): €3 million
• difference in book and tax amortization of non-current assets: €6.6 million
• impairment of inventory: €0.6 million

180 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

Breakdown by expiry of net deferred taxes

Deferred tax assets Deferred tax liabilities

(in € thousands) Short term Long term Short term Long term
Net accelerated amortization Tax Group France (1) - - (75,970) 25,273
Losses of other subsidiaries 1,730 - - -
Elimination of margin on intangible assets 7,983 12,099 - -
Investment tax credit 2,195 21,998 (20,665) (8,802)
Provision for post-employment liabilities 54 2,333 - -
Temporary differences and other consolidation adjustments 31,581 4,208 (2,684) (10,432)
Brands - - - (2,156)
Other - - (461) (150)

TOTAL 43,543 40,638 (99,780) 3,733

(1) Deferred tax on losses has been reclassified under accelerated depreciation

Deferred tax assets

Deferred income tax assets are recognized if their recovery is likely, Because of a transfer price policy implemented by the Group, the
particularly when taxable profit is expected during the period of distribution companies and companies fulfilling support functions
validity of the deferred tax assets. systematically report operating profits. Similarly, the studios invoice
developer salaries with a margin that includes their overheads.
The forecast period used to determine the recovery time on
capitalized losses is four to five years, a period that is considered The use of tax losses capitalized as at March 31, 2018 is not limited
reasonable by management. The entire loss carryforwards of the in time.
French tax group over the past year remains therefore capitalized
as at March 31, 2018.

Taxes on capitalized/non-capitalized losses

03/31/18 03/31/17
Non- Non-
Capitalized capitalized Capitalized capitalized
(in € thousands) losses losses Total losses losses Total
French Tax Group (1) - - - - - -
Other French subsidiaries - 1,272 1,272 1,405 1,265 2,670
Hybride Technologies Inc. - - - - - -
Other

TOTAL
1,730

1,730 1,332
60 1,790

3,062
158

1,563 1,325
60 218

2,888
6
(1) Deferred tax on accelerated depreciation has been reclassified under loss carryforwards

Investment tax credits

03/31/18 03/31/17
Capitalized investment tax credit 24,193 22,714

TOTAL 24,193 22,714

Ubisoft Entertainment Inc. benefits from tax credits contingent upon tax credits is subject to tax planning at the local level and at the
the generation of taxable income. These tax credits recoverable on Group level. They are recognized as assets of the Group since their
future income taxes have a life of 20 years. The future use of these recoverability horizon is reasonable (five years).

- 2018 Registration Document 181

6 Financial statements
Consolidated financial statements as at March 31, 2018

The Group shall ensure that, at each annual accounting period, the The investment tax credits are taxable during the year following
deferred tax assets relating to tax losses and tax credits recoverable their use, but are recognized on a financial year basis. The Company
only by deduction from future tax, shall be recovered within a recognizes a future tax liability for this item.
reasonable timeframe based on its estimates of future taxable
income. The assumptions used for tax planning are consistent with Accelerated depreciation (Article 236 of the French
those of the business plans made by management of the Group for General Tax Code – CGI)
the implementation of impairment testing of intangible assets with
In accordance with the provisions of Article 236 of the French
indefinite lives.
General Tax Code (CGI), the Company may opt to either amortize
expenses for the development of software or deduct them from
Deferred tax liabilities the income for the financial year in which they occur. At March 31,
2018, a provision for commercial software of €86.4 million and
€0.5 million for external software was recognized. In accordance
Grants and tax credits
with IAS 12, the cancellation of the accelerated tax depreciation
Ubisoft Entertainment Inc. benefits from multimedia credits and generates a deferred tax liability, which is then reclassified under
investment tax credits. loss carryforwards.
The multimedia credits are taxable during the year of their receipt
or use, but are recognized on a financial year basis. The Company
recognizes a future tax liability for this item.

ACCOUNTING PRINCIPLES

Income tax (income or expense) includes the current tax ♦ temporary differences linked to subsidiary holdings insofar
expense (or income) and deferred tax expense (or income). as these are unlikely to be reversed in the foreseeable future.
Tax is recognized in profit or loss, unless it relates to items
Measurement of deferred tax assets and liabilities depends
that are recognized directly in other comprehensive income,
on the way in which the Group expects to recover or settle the
in which case it is recognized in other comprehensive income.
carrying amount of the assets and liabilities using the tax rates
applicable at the statement of financial position date.
Current tax
A deferred tax asset is only recognized where it is likely that the
Current tax is the estimated amount of tax owed on taxable
Group will have future taxable income against which the asset
income for an accounting period. It is determined using the
may be utilized. Otherwise, deferred tax assets are reduced.
tax rates applicable at the closing date.
The impact of possible changes in tax rates on previously
Deferred tax recorded deferred tax is recognized in profit or loss except
where it relates to an item recognized in other comprehensive
Deferred income tax is measured using the statement of
income.
financial position liability method for all temporary differences
between the carrying amount of the assets and liabilities and Deferred tax is shown in the statement of financial position
their tax value. separately from current tax assets and liabilities and is classified
as a non-current item.
The following situations do not lead to recognition of deferred
tax: Deferred tax relating to tax loss carry forwards is capitalized
when it is likely that it will be utilized within a reasonable
♦ the recognition of an asset or liability in a transaction that
timeframe, assessed on the basis of tax forecasts.
is not a business combination and which affects neither
accounting profit nor taxable profit;

182 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

6.1.2.15 Investments in associates Shanghai UNO Network Technology Co. Ltd is a limited liability
company that grants rights and obligations on the net assets to
In view of the Articles of Association for the partnership, Shanghai investors, and for which liability is limited to the amount of their
Ubi Computer Software Co.Ltd does not exercise exclusive control, investment.
but has joint control with the other investors in Shanghai UNO
Network Technology Co., Ltd. in which it holds 20% of the capital. The partnership is equivalent to a joint venture and is accounted
for under the equity method.

Share of
Company Main activities Main co-shareholder capital
The Workshop 60%
Project management Netease 20%
Shanghai UNO Network Technology Co., Ltd for the Just Dance brand in China Shanghai Ubi Computer Software Co.Ltd 20%

Foreign
Share of Change exchange gains
03/31/17 income in scope and losses 03/31/18
Shanghai UNO Network Technology Co., Ltd (68) (224) - 3 (289)

TOTAL (68) (224) - 3 (289)

ACCOUNTING PRINCIPLES

In accordance with IFRS 10, “Two or more investors collectively entity accounted for under the equity method corresponds to
control an investee when they must act together to direct the the acquisition cost of the investment increased by the share
relevant activities. In such cases, because no investor can of the net income for the period.
direct the activities without the co-operation of the others,
An impairment test is carried out at least once a year and when
no investor individually controls the investee. Each investor
there are objective indications of impairment losses.
would account for its interest in the investee in accordance
with the relevant IFRSs, such as IFRS 11 Joint Arrangements, Impairment is recognized if the recoverable value comes to
IAS 28 Investments in Associates and Joint Ventures or IFRS 9 be less than the carrying amount, with the recoverable value
Financial Instruments.” being the higher of fair value minus cost of sale (net fair value)
and value-in-use. This is recognized under profit or loss for
Associates are entities over which Ubisoft Entertainment SA
entities accounted for under the equity method. Impairment
exercises significant influence on the financial and operational
may be reversed if the recoverable value once again exceeds
policies but no control. The carrying amount of securities in an the carrying amount.

6.1.2.16 Other assets and liabilities 6

NOTE 30 OTHER RECEIVABLES

Foreign
Opening Reclas- Change exchange gains Closing
Other receivables balance Change sifications in scope and losses balance
Advances and prepayments received 1,823 5,542 - - (96) 7,269
VAT 49,350 26,623 - 366 (764) 72,575
Grants receivable 64,411 42,851 (4,024) 409 (8,420) 95,227 (2)
Other tax and employee-related receivables 2,095 (304) - - (162) 1,629
Other 2,497 (2,214) (237) - (4) 42
Prepaid expenses  (1)
26,291 6,542 - 46 (842) 32,036

TOTAL 146,467 76,040 (4,261) 821 (10,289) 208,778

(1) See Note 12
(2) of which €89 million in grants to be received in Canada

- 2018 Registration Document 183

6 Financial statements
Consolidated financial statements as at March 31, 2018

Ubisoft Entertainment Inc. did not dispose of receivables in respect All other receivables are due in less than one year.
of the CTMM grant in the second half of the financial year ended None were subject to impairment.
March 31, 2018 (see Note 31).

ACCOUNTING PRINCIPLES

Other receivables (excluding grants) Grants receivable

Other receivables linked to operating activity are recorded at In some countries, video game production operations qualify
amortized cost – in most cases the same as nominal value – for public grants.
minus any loss of value recorded in a special impairment These grants are presented in the financial statements of the
account. As receivables are due in under a year, they are not
studios as a reduction in production costs for commercial
discounted.
software developments or the R&D costs to which they are
attached.
Any claims on the public body that awarded the grant are
classified as “loans and receivables” as per IFRS 9.

NOTE 31 TRANSFERS OF FINANCIAL ASSETS

Transferred financial assets not Financial assets derecognized

derecognized in their entirety in their entirety
In March 2011, the production subsidiary Ubisoft Entertainment Inc. In December 2013, the British and German sales and marketing
concluded a factoring agreement for claims relating to the unvested subsidiaries concluded a factoring agreement on trade receivables
rights of Investissement Québec under the so-called “CTMM” grant from subsidiaries domiciled in their respective countries.
(income tax credit for the production of multi-media titles). The risks associated with these receivables are transferred to the
The risks associated with these receivables are transferred to counterparty of the factoring agreement; the receivables are fully
the counterparty of the factoring agreement; the receivables are derecognized from the statement of financial position of the Group.
derecognized from the statement of financial position of the Group.
However, these two subsidiaries operate a collection service on behalf
Following an amendment made in March 2014, Ubisoft of the counterparty, a service that is constitutive of the continuing
Entertainment Inc. receives 85% of the sale price of the receivables involvement of the Group in trade receivables transferred under
transferred at the transfer date. The remaining 15% is collected at the these factoring contracts.
time of actual payment of the grant by Investissement Québec, the There are no commitments related to these factoring agreements
counterparty of the factoring agreement. As the risks and benefits at the financial year-end.
associated with 15% of transferred receivables were retained by the
Group, a portion of 15% of outstanding claims relating to unvested
rights of the organization Investissement Québec under the so-called
“CTMM” grant remains on the Group’s balance sheet.
This agreement has not been used on the financial year.

184 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 32 OTHER LIABILITIES

Other liabilities
Foreign
Opening Change exchange gains Closing
balance Change in scope and losses balance
Advances and prepayments received 113 (50) - (11) 52
Employee-related liabilities 113,417 57,030 608 (8,593) 162,462
Other tax liabilities 43,144 13,898 226 (762) 56,506
Other liabilities 22,451 40,930 - (1,358) 62,023
Deferred income (1) 40,691 3,453 (38) (3,215) 40,891

TOTAL 219,817 115,260 796 (13,939) 321,934

(1) See Note 6

Other liabilities mainly include: ♦ €7.8 million of liabilities corresponding to the retention of part
of the acquisition price of 1492 Studio SAS;
♦ €1.2 million in earnouts provisioned for the acquisition of Related
Designs Software GmbH with an expiry date over one year; ♦ €2.6 million of liabilities corresponding to the retention of part
of the acquisition price of Blue Mammoth Game Inc;
♦ €39.5 million in earnouts provisioned for the acquisition of
Ketchapp SAS with an expiry date over one year; ♦ incentive rental income (payments received by the tenant from the
lessor or periods of free rent to perform leasehold improvements)
and rental debt at Ubisoft Entertainment Inc. for €9.4 million.

ACCOUNTING PRINCIPLES

Other payables are recorded at amortized cost.

Cash flows linked to short-term recoverable amounts are not discounted.

Provisions

Reversals Reversals Foreign

Opening (Provision (Provision exchange gains Closing
Provisions balance Provisions used) unused) and losses balance
Provision for other financial risks 2,704 489 (812) - (259) 2,122
Other provisions for risks

TOTAL AT 03/31/18
1,542

4,246
180

669
(770)

(1,582)
-

- (259)
- (952)

3,074
6
TOTAL AT 03/31/17 8,888 476 (199) (5,119) (200) 4,246

Other provisions for risks relate to commercial disputes in progress.

ACCOUNTING PRINCIPLES

A provision is recorded when: ♦ the amount of the obligation can be measured reliably.
♦ the Company has a current obligation (legal or implicit) If these conditions are not met, no provision is recorded.
resulting from a past event;
♦ it is likely that an outflow of resources (without counterparty)
representing economic benefits will be required to settle
the obligation;

- 2018 Registration Document 185

6 Financial statements
Consolidated financial statements as at March 31, 2018

Contingent liabilities and French administrations in order to avaoid any double taxation
problems within the Ubisoft Group. To date the Group considers
Tax audits underway for which proposed adjustments have been that the risk of final adjustment is very low and, therefore, has
received: not recognized a provision in the financial statements.
♦ Ubisoft Entertainment India Pvt. Ltd (India) for the period from Tax audits underway for which no proposed adjustments have been
April 1, 2010 to March 31, 2012. The Company contests all the received:
proposed adjustments relating to the transfer pricing policy and
consequently no provision has been recognized in the financial ♦ Ubisoft GmbH and Blue Byte GmbH: the audit began in
statements; March 2017 and relates to the corporation tax and the transfer
price policy for the financial years FY2012 to FY2015;
♦ Ubisoft Entertainment Inc.: the audit began in June 2017 and
relates to the transfer price policy for the FY2014 to FY2016 ♦ Ubisoft Entertainment Sweden AB: a tax audit began in April 2018
financial years. Discussions are underway between the Canadian in respect of FY2017 and 2018.

NOTE 33 RELATED PARTY TRANSACTIONS

The services provided by the parent company to related parties are The transactions invoiced by related parties are conducted according
conducted according to normal market conditions: to normal competition conditions.
♦ production subsidiaries billing the parent company for No transactions exist with the corporate officers, with the exception
development costs based on the progress of their projects; of their compensation for their duties as Chief Executive Officer
and Executive Vice Presidents (see Note 16 “Compensation of the
♦ the parent company invoicing sales and marketing subsidiaries
corporate officers”).
for a contribution to development costs;
Ubisoft Entertainment SA has not bought own shares from related
♦ the implementation of cash agreements allowing for centralized
parties.
management at parent company level of the bank accounts of
the majority of the Group companies. There are no other significant transactions with related parties.

6.1.2.17 Financial assets, financial liabilities and net financial income

NOTE 34 GAINS AND LOSSES RELATING TO FINANCIAL ASSETS AND LIABILITIES

03/31/18 03/31/17
Income from cash 1,823 1,265
Interest on borrowings (17,732) (12,081)
Net borrowing cost (15,909) (10,816)
Foreign exchange gains 52,673 63,325
Foreign exchange losses (58,420) (65,613)
Result from foreign-exchange operations (5,747) (2,288)
Other financial income 1,101 2,348
Fair value of the share swap agreement (1) 7,211 -
Financial income 8,312 2,348
Other financial expenses (56) (5,449)
Financial expenses (56) (5,449)

TOTAL (13,400) (16,205)

(1) Change in the fair value of the share swap agreement in respect of Ubisoft shares

186 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

ACCOUNTING PRINCIPLES

Financing costs and other financial income The impact on profit and loss of measuring financial instruments
and expenses used:
The cost of net financial debt includes income and expenses
♦ in the management of foreign exchange risks is recognized
linked to cash and cash equivalents, interest expenses on
in operating income;
borrowings which include the sale of investment securities,
♦ in respect of the share swap agreement is recognized in net
creditor interest and the cost of ineffective currency hedging.
financial income.
Other financial income and expenses include the sale of non- The changes related to the estimates of future results included
consolidated securities, capital gains or losses on disposals and in the potential return for the acquisition price, after the
impairment of financial assets (other than trade receivables), business combination’s evaluation period, are recognized in
income and expenses linked to the discounting of assets and other financial income and expenses.
liabilities, and foreign exchange gains and losses on unhedged
items.

NOTE 35 NET FINANCIAL DEBT

Net financial debt is part of the indicators used by the group. This As at March 31, 2018, the financial debt represents €1,295 million
aggregate, which is not defined in the IFRS repository, may not be and due to cash and values of available short term investments, net
comparable to the indicators referred to by other companies. This financial debt amounts to €(548.1) million.
is an additional information that should not be considered as a
substitute for analysis of all of the assets and liabilities of the group.

03/31/18 03/31/17
Non- Non-
Current Current Total Current Current Total
Bank borrowings 8,164 54,358 62,522 3,746 211,014 214,760
Bond issuance 62,370 867,186 929,557 1,324 420,695 422,019
Euro PP-type bonds 61,293 - 61,293 1,324 59,868 61,192
OCEANE - 369,210 369,210 - 360,827 360,827
Bonds 1,077 497,976 499,053 - - -
Borrowings resulting from the restatement of finance-leases 1,268 12,085 13,353 976 8,996 9,972
Commercial papers 126,000 - 126,000 66,000 - 66,000

6
Bank overdrafts and short-term loans 163,118 - 163,118 219,900 - 219,900
Accrued interest 466 - 466 485 - 485
Foreign exchange derivatives (1) 151 - 151 972 - 972

Total borrowings (A) 361,538 933,629 1,295,167 293,403 640,705 934,109

Cash and bank balances 736,052 - 736,052 840,940 - 840,940
Investments of less than 3 months  (2)
10,887 - 10,887 11,759 - 11,759

Total positive cash and cash equivalents (B) 746,939 - 746,939 852,699 - 852,699

TOTAL NET DEBT (A-B) 548,228 81,410

TOTAL NET DEBT (EXCLUDING DERIVATIVES) 548,077 80,438

Fixed-rate debt 1,114,621 549,478
Variable-rate debt 180,545 384,631
(1) Measured at fair value (level 2, IFRS 7 hierarchy)
(2) UCITS measured at fair value (level 1, IFRS 7 hierarchy)

- 2018 Registration Document 187

6 Financial statements
Consolidated financial statements as at March 31, 2018

♦ Main characteristics of the bond issuance: OCEANE ♦ Main characteristics of the bond issued in January 2018:
On September 19, 2016, the Board of Directors, acting on the The Board of Directors’ meeting of January 24, 2018, acting on the
authorization of the Extraordinary General Meeting of September 23, authorization of the Extraordinary General Meeting of September 22,
2015, approved the issuance of bonds with a conversion and/ 2017, approved the issuance of bonds amounting to €500,000,000.
or exchange option for new or existing Company shares for These bonds were admitted to trading on Euronext Paris.
€399,999,959.80. Number and nominal amount: 5,000 bonds
Number and nominal amount: 7,307,270 bonds with a par value of €100,000
with a par value of €54.74 Date of dividend entitlement and settlement: January 30, 2023
Each bond carries entitlement to the conversion into one new or Bond duration: 5 years
existing share
Interest: 1.289%
Issue price: €54.74
Date of dividend entitlement and settlement: September 27, 2021
Bond duration: 5 years
Interest: zero coupon

Change in borrowings

Foreign
Opening Change exchange gains Closing
Current and non-current financial liabilities balance Increase Decrease in scope and losses balance
Bank borrowings 214,760 1,444 (153,677) - (5) 62,522
Bond issuance 422,019 507,537 - - - 929,557
Borrowings resulting from the restatement
of finance-leases 9,972 5,054 (1,672) - (1) 13,353
Commercial papers 66,000 394,000 (334,000) - - 126,000
Bank overdrafts and short-term loans 219,901 - (56,749) 34 (67) 163,118
Accrued interest 485 - (18) - - 466
Foreign exchange derivatives 972 - (822) - - 151

TOTAL AT 03/31/18 934,109 908,035 (546,938) 34 (73) 1,295,167

TOTAL AT 03/31/17 505,601 645,610 (217,143) - 42 934,109

ACCOUNTING PRINCIPLES

Financial liabilities include: Recognition and measurement of financial liabilities

♦ bank borrowings, equity and bonds;

Borrowings and other financial liabilities
♦ commercial paper;
Bank borrowings, bond issues without an equity component
♦ obligations relating to finance lease agreements;
and other financial liabilities are measured at amortized cost
♦ bank overdrafts and short-term loans;
calculated using the effective interest rate. Financial interests
♦ derivatives with a negative market value;
accrued on borrowings are included in “Current financial
♦ trade payables.
liabilities” in the balance sheet.
Financial liabilities are presented as “non current” except those
with a maturity of less than 12 months from the closing date,
which are classified as “current liabilities”. Bond issuance with an equity component
In accordance with IAS 32 – “Financial Instruments:
Bank overdrafts are included in cash and cash equivalents as
Presentation”, if a financial instrument includes different
they are an integral part of the Company’s cash management.
components which relate for certain characteristics to liabilities
They are presented in liabilities, but are also offset against cash
and for other characteristics to equity, these different component
in the cash flow statement.
parts must be accounted for and presented separately according
to their type.
...

188 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

...
The component presented in financial debt is assessed, at liability representing the bond. Thus, at the maturity date, the
the date of issue, on the basis of the future contractual cash carrying amount of the bond will be equal to its repayment
flows discounted at the market rate (taking into account the value.
issuer’s credit risk) for a debt with similar characteristics but
not including an option for conversion or repayment in shares. Derivatives
The value of the conversion option is calculated by the difference The Group holds financial derivatives:
between the bond’s issue price and the fair value of the liability ♦ to manage its exposure to foreign exchange risks. To this end,
component. This amount is recognized in “Consolidated Ubisoft Entertainment SA hedges these risks with forward
reserves” in equity (see section 5.1.1 Change in equity). sale contracts and currency options;
At each closing date, an interest expense is calculated according ♦ as part of the treasury share buyback from Vivendi, Ubisoft
to the market interest rate for a similar bond, but without a Entertainment SA took out a swap contract.
conversion option, with, in return, an increase in the financial Derivatives are recognized at fair value and those with a negative
market value are presented in financial liabilities.

NOTE 36 FINANCIAL ASSETS

At 03/31/18 At 03/31/18 At 03/31/17

Cumulative
Non-current financial assets Gross impairment Net Net
Equity investments in non-consolidated companies - - - 1
Deposits and sureties 105,940 - 105,940 5,362
Other long-term financial assets 832 832 -
Other non-current receivables 123 - 123 115

TOTAL 106,895 - 106,895 5,478

Foreign
exchange
Opening Reclas- Change gains and Closing
Non-current financial assets balance Increase Decrease sifications in scope losses balance
Equity investments in non-consolidated
companies 1 - - - (1) - -
6
Deposits and sureties (1) 5,362 101,983 (1,153) - 10 (263) 105,940
Other long-term financial assets - 860 - - 20 (48) 832
Other non-current receivables (2) 115 28,650 (28,637) - - (5) 123

TOTAL AT 03/31/18 5,478 131,493 (29,790) - (9) (316) 106,895

TOTAL AT 03/31/17 4,339 44,373 (43,322) - 6 82 5,478

(1) The increase reflects the payment of €100 million as guarantee of swap agreement on Ubisoft shares
(2) The change reflects purchases and sales of own shares held under the liquidity agreement

- 2018 Registration Document 189

6 Financial statements
Consolidated financial statements as at March 31, 2018

03/31/18 03/31/17
Current financial assets Gross Impairment Net Net
Foreign exchange derivatives  (1)
1,109 - 1,109 1,131
Ubisoft share derivatives (1) 7,211 7,211 -

TOTAL 8,320 - 8,320 1,131

(1) Derivatives whose market value at the year-end is positive are reported at fair value (level 2, IFRS 7 hierarchy, see analysis in Note 44)

The financial assets below are presented in more detail in specific notes:
♦ trade receivables in Note 5;
♦ inventory in Note 10.

ACCOUNTING PRINCIPLES

Financial assets include: Impairment is recognized as of initial recognition in order to

materialize the credit losses expected at one year, then a review
♦ short-term and long-term loans and advances;
is carried out at the end of each reporting period to analyze
♦ derivatives with a positive market value;
whether the risk has changed significantly and to set aside a
♦ investment securities;
provision for the expected credit losses over the residual life
♦ positive cash and cash equivalents;
of the financial instrument, if any.
♦ deposits and sureties;
♦ trade receivables.
Financial assets are presented as “non current”, except those Assets measured at fair value
with a maturity of less than 12 months from the year-end date. ♦ Cash and cash equivalents
These are presented as “current assets” or “cash equivalents”. Cash and cash equivalents include cash on hand and deposit
accounts with maturity generally under three months which
Recognition and measurement of financial assets can be easily liquidated or sold on very short notice, can be
In accordance with IFRS 9 – “Financial Instruments: converted into cash and present negligible risks of change in
Classification”, financial assets held by the Group are analyzed value. Short-term investments are measured at net asset value
according to the economic model and their objectives: at each statement of financial position date. Changes in this
market value are recognized in financial profit or loss.
♦ assets measured at amortized cost: financial assets
held with a view to receiving contractual cash flows; ♦ Derivatives
♦ assets measured at fair value: financial assets held for The Group holds financial derivatives:
resale and with a view to receiving contractual cash flows.
Classification depends on the nature and objective of each ♦ with a view to managing its exposure to foreign exchange
financial asset, and is determined when first recognized. risk. To this end, Ubisoft Entertainment SA hedges these
risks with forward sale contracts and currency options;
The breakdown of financial assets by category is as follows:
♦ as part of the treasury share buyback from Vivendi,
Ubisoft Entertainment SA took out a share swap contract.
Assets measured at amortized cost Derivatives are recognized at fair value and those with a positive
They include security deposits and trade receivables. market value are presented in financial assets. Changes in fair
These assets are recognized at amortized cost using the effective value are recognized in net financial income.
interest rate method.

190 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 37 CASH FLOW HEDGING AND OTHER DERIVATIVES

Equity impacts of the hedge accounting materialized. For hedged transactions that have materialized, the
amounts are reclassified in income.
The hedging reserve includes the effective and ineffective part
of the cumulative net change in the fair value of cash flow hedge The portion reclassified under profit or loss is recognized under
instruments attributable to hedged transactions that have not yet current operating income for the effective portion and net financial
income for the effective portion.

AT 03/31/17 132
Gains/losses on cash flow hedging (hedging reserve)
Foreign exchange hedges 897
Effective portion 534
Ineffective portion 363
Deferred tax (309)
Reclassification under profit or loss
Foreign exchange hedges (201)
Effective portion (201)
Ineffective portion -
Deferred tax 69

AT 03/31/18 588

ACCOUNTING PRINCIPLES

Recognition and measurement of financial derivatives When the hedging instrument no longer meets the criteria
The Group holds financial derivatives exclusively to manage for hedge accounting, reaches maturity, is sold, canceled or
its exposure to foreign exchange risks. To this end, Ubisoft exercised, hedge accounting is no longer applied. The profit
Entertainment SA hedges these risks with forward sale contracts or loss accumulated is held in others items of comprehensive
and currency options. income until the completion of the planned transaction.
When the hedged item is a non-financial asset, the profit
Derivatives are initially recorded at fair value; associated
or loss accumulated is removed from other comprehensive
transaction costs are recognized in profit or loss when incurred.
income and included in the initial cost. In other cases, related
After initial recognition, derivatives are measured at fair value
profits and losses that have been recognized directly in other
while resulting changes are recorded using the principles
comprehensive income are reclassified under profit or loss
outlined below.
for the period in which the hedged item impacts the result.
♦ Cash flow hedging
The Group applies hedge accounting (Cash Flow Hedge model)
for transactions in US dollars, Canadian dollars and Pound
The fair value of assets, liabilities and derivatives is determined
on the basis of market prices at the closing date. 6
sterling. Management believes this method better reflects its Hierarchy and levels of fair value
hedging policy in the financial statements.
In accordance with IFRS 7 (revised), financial assets and
Hedge accounting applies if: liabilities held by the Group and measured at fair value have
been classified according to the fair value levels specified by
♦ the hedging relationship is clearly defined and documented
on the date it is established; the standard:
♦ the effectiveness of the hedging relationship is proven from ♦ Level 1: the fair value corresponds to the market value of
the outset and for as long as it lasts. instruments listed on an active market;
Application of cash flow hedge accounting under IFRS 9 has ♦ Level 2: the fair value is determined on the basis of
the following consequences: observable inputs.
Note 44 specifies the fair value level for each category of assets
♦ the effective and ineffective portion of the change in fair
value of the hedging instrument is recognized in other and liabilities measured at fair value.
comprehensive income until the hedged item is recognized; The Group did not carry out any transfers between levels 1 and
♦ when reclassified under profit or loss, the ineffective portion 2 during the financial year.
of the change in fair value is recognized in financial income.

- 2018 Registration Document 191

6 Financial statements
Consolidated financial statements as at March 31, 2018

6.1.2.18 Information relating to market risks and to the fair value of financial
assets and liabilities
In the course of its business, the Group may be exposed to varying degrees of interest-rate, liquidity, foreign exchange, counterparty and
credit risks, as well as financing risks. The Group has put in place a policy for managing these risks, which is described below.

NOTE 38 INTEREST RATE RISK

Interest-rate risk is mainly incurred through the Group’s interest- As at March 31, 2018, Company had a €5 million variable-rate loan;
bearing debt. It is essentially euro-denominated and centrally the variable share of the Schuldschein-type loan was repaid during
managed. Interest-rate risk management is primarily designed to the financial year.
minimize the cost of the Group’s borrowings and reduce exposure
As at March 31, 2018, the Group’s debt mainly comprised fixed-rate
to this risk. For this purpose, the Group primarily uses fixed-rate
bonds loans, commercial paper and bank overdrafts.
loans for its long-term financing needs and variable-rate loans to
finance specific needs relating to increases in working capital during
particularly busy periods.

NOTE 39 LIQUIDITY RISK

To finance temporary requirements related to the increase in working The Group has also issued Euro PP bonds for €60 million, Oceanes
capital during especially busy periods, as at March 31, 2018, the for €400 million, a bond for €500 million, and a Schuldschein-type
Group had a €300 million syndicated loan, €11 million in loans, loan for €50 million.
€45 million in bilateral lines, €79 million in credit lines with banks
The Group implemented cash agreements allowing centralized
and €126 million in commercial paper (as part of a program for a
management at parent bank level of the bank accounts of the majority
maximum amount of €300 million).
of Group companies.

Analysis of financial liabilities by maturity

03/31/18 Schedule
Total
Carrying contractual 1 to 3 to
amount cash flows (1) < 1 year 2 years 5 years > 5 years
Current and non-current financial liabilities
Bank borrowings 62,522 64,419 8,165 52,723 1,635 -
Commercial papers 126,000 126,000 126,000 - - -
Bond issuance 929,557 994,238 62,370 - 867,187 -
Borrowings resulting from the restatement of finance-leases 13,353 24,807 1,268 1,280 2,618 8,186
Trade payables 176,613 176,613 175,036 949 533 95
Other operating liabilities (2) 321,934 321,934 278,404 35,972 4,853 2,705
Current tax liabilities 12,667 12,667 12,667 - - -
Cash liabilities 163,584 163,584 163,584 - - -
Derivative liabilities
Non-hedge derivatives 151 54,905 151 - - -

TOTAL 1,806,381 1,939,167 827,645 90,924 876,826 10,986

(1) Liabilities are presented at the closing exchange rate, while variable-rate interest is calculated based on the closing spot rate
(2) Other operating debts at more than one year are mainly related to the deferred payments of consideration transferred as part of business combinations

192 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 40 COVENANTS

Under the terms of the syndicated loan, bilateral credit lines and the Schuldschein loan, the Company is required to comply with the
following financial ratios (covenants):

2017/2018 2016/2017
Net debt restated for assigned receivables/equity restated for goodwill < 0.80 0.80
Net debt restated for assigned receivables/Ebitda < 1.5 1.5

Financial debt on the statement of financial position subject to covenants is €54,909 thousand at March 31, 2018.
All covenants are calculated on the basis of the consolidated annual financial statements under IFRS.
As at March 31, 2018, the Company is in compliance with all these ratios and expects to remain so during the 2018/2019 financial year.
Other borrowings are not governed by covenants.

NOTE 41 FOREIGN EXCHANGE RISK

The Group is exposed to foreign exchange risk on its cash flows from Derivatives for which documentation on the hedging relationship
operating activities and on its investments in foreign subsidiaries. does not meet the requirements of IFRS 9 are not referred to as
accounting hedges.
The Group only hedges its exposures on operating cash flows in the
main significant foreign currencies (US dollar, Canadian dollar and As at March 31, 2018, foreign exchange transactions denominated
Pound sterling). Its strategy is to hedge only one year at a time, so in Canadian dollars, US dollars and Pound sterling meet the cash
the hedging horizon never exceeds 18 months. flow hedging requirements under IFRS 9.
The Group first uses natural hedges provided by transactions in Hedging commitments are made by the parent company’s treasury
the other direction (development costs in foreign currency offset department in France. No hedging is taken out directly at subsidiaries
by royalties from subsidiaries in the same currency). The parent in France or abroad.
company uses foreign currency borrowings, futures or foreign
The Group uses foreign currency derivatives, measured at fair value,
exchange options to hedge any residual exposures and non-
only with standard banking institutions. These are top tier banking
commercial transactions (such as inter-company loans in foreign
institutions. As a result, the “Credit Value Adjustment” (entity’s own
currencies).
risk) is deemed to be immaterial.

At closing, the fair value of foreign exchange derivatives is as follows:

03/31/18 03/31/17

Forwards  (1)
USD CAD GBP SGD
200 697 (25) -
JPY RUB
- -
SEK USD CAD GBP SGD
- (448) - (155) -
JPY RUB
- -
SEK
-
6
FOREIGN EXCHANGE
DERIVATIVES QUALIFYING
AS HEDGES 200 697 (25) - - - - (448) - (155) - - - -
of which in fair value
(impact on income) - - (25) - - - - (450) - (155) - - - -
of which in cash flow hedge
(impact on OCI) 200 697 - - - - - 2 - - - - - -
Forwards (1) (50) 51 6 10 (9) (14) 92 414 197 54 77 66 (54) 8

FOREIGN EXCHANGE DERIVATIVES

NOT QUALIFYING AS HEDGES (50) 51 6 10 (9) (14) 92 414 197 54 77 66 (54) 8
(1) Mark-to-market, level 2 in the hierarchy of fair value under IFRS 7

- 2018 Registration Document 193

6 Financial statements
Consolidated financial statements as at March 31, 2018

Nominal hedging amount Maturity Hedged price Hedged item

USD
50,000,000 May 2018 1.2303 sale
2,500,000 June 2018 1.1882 financial advance
15,000,000 April 2018 1.2351 sale
GBP
2,000,000 April 2018 0.887 sale
5,000,000 April 2018 0.8762 sale
CAD
25,000,000 May 2018 1.6066 purchase
25,000,000 June 2018 1.6088 purchase
30,000,000 July 2018 1.6003 purchase
20,000,000 August 2018 1.6241 purchase
20,000,000 April 2018 1.5954 financial advance
30,000,000 August 2018 1.6003 purchase
20,000,000 September 2018 1.6055 purchase
25,000,000 October 2018 1.6076 purchase
25,000,000 November 2018 1.6114 purchase
SEK
130,000,000 June 2018 10.2037 financial advance
JPY
500,000,000 June 2018 130.68 financial advance
AUD
3,000,000 June 2018 1.6222 sale
RUB
134,000,000 June 2018 72.63 sale

The amount of ineffective derivative instruments qualifying for hedge accounting under IFRS 9 is recognized in financial income.

Exposure to foreign exchange risk

(in thousands of currency units) USD GBP CAD AUD

Net position before hedging  (1)
933,660 43,384 (483,440) 26,585
Futures contracts (65,000) (7,000) 200,000 3,000
Net position after hedging 828,660 36,384 (283,440) 29,585
(1) Transaction position brought about by any operation triggering a payment or future earnings

194 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 42 CREDIT AND COUNTERPARTY RISK

03/31/18 03/31/17
Carrying Net carrying Net carrying
Notes amount Provisions amount amount
Trade receivables 5 436,889 (1,317) 435,573 405,557
Other current trade receivables 30 208,778 - 208,778 146,467
Foreign exchange derivatives 36 1,109 - 1,109 1,131
Ubisoft share derivatives 36 7,211 - 7,211 -
Current tax assets 38,481 - 38,481 32,967
Cash and cash equivalents 35 746,939 - 746,939 852,699

Exposure to credit risk Ubisoft’s largest customer accounts for 18% of Group sales excluding
tax, the top 5 account for 54% and the top 10 for 64%.
Credit risk reflects the risk of financial loss to the Group in the event
that a customer or counterparty to a financial asset (see counterparty At closing, the maximum credit risk exposure, represented by the
risk) fails to meet its contractual obligations. This risk is mainly carrying amount of financial assets, is set out in the above table.
incurred on trade receivables and investment securities.
The Group’s exposure to credit risk is mainly influenced by customer- Exposure to counterparty risk
specific factors. The statistical profile of customers, notably including
All cash must remain highly liquid by limiting capital risk exposure
the risk of bankruptcy for each sector of activity and country in which
as much as possible. This should therefore be invested in products
customers operate, has no real influence on credit risk.
with a high degree of security, very low volatility and a negligible
Ubisoft’s main customers are spread out worldwide. They are risk of changes in value. All instruments in which the Group invests
structured as: meet the requirements of IFRS 7.
♦ Digital distributors: For instance, some prudential rules must be respected for the Group’s
In the digital market, there are few customers, but with worldwide cash investments:
distribution. The Company considers that given the quality of the ♦ never hold more than 5% of a fund’s assets;
counterparties, the counterparty risk on digital sales is limited.
♦ never invest more than 20% of total cash in the same vehicle.
♦ Physical distributors: The Group diversifies its investments with top tier counterparties
In order to protect itself against the risk of default, the Group’s and monetary instruments with less than three months’ maturity.
main subsidiaries, which generate around 89% of sales excluding
As at March 31, 2018, investments consisted of UCITS, accounts
digital sales are covered by credit insurance.
and term deposits and interest-bearing accounts.
The Group only uses foreign currency derivatives, measured at fair
value, with leading banking institutions.

NOTE 43 SECURITIES RISK

6
Risk to the Company’s shares

Legal framework
The Combined General Meeting of September 22, 2017 renewed the authorization previously granted to the Board of Directors by
the Combined General Meeting of September 23, 2016, allowing the Company in accordance with Article L. 225(209) of the French
Commercial Code to:

General Meeting Duration of

Resolution Conclusion authorization
20th resolution Buy back or have bought back by the Company its own shares 18 months
21st resolution Reduce the capital by cancellation of shares 18 months

- 2018 Registration Document 195

6 Financial statements
Consolidated financial statements as at March 31, 2018

As at March 31, 2018, the Company held 1,587,176 own shares with ♦ a swap contract for 3,045,455 shares to be settled at the maturity
a value of €86,103 thousand. Own shares are deducted from equity date or in advance on Ubisoft’s initiative either in cash or by
at cost of sale. The fluctuations in the price of shares have no impact delivery of shares against payment of the price of €66. Under
on the Group’s results. IFRS 9, this contract is qualified as a derivative and classified
in current financial assets (see Note 36).
On March 20, 2018 Ubisoft Entertainment SA and CACIB signed:
♦ a prepaid forward contract for 4,545,454 of its own shares, to be
settled by the delivery of securities maturing in 2021 or in advance Risk to the Company’s other shareholdings
at a price of €66. Under IAS 32, this contract is qualified as an The Group does not hold any significant shareholdings in non-
equity instrument and recognized as a reduction to Group equity; consolidated companies.

NOTE 44 FAIR VALUE HIERARCHY OF FINANCIAL ASSETS AND LIABILITIES

Reconciliation by accounting class and category

03/31/18 03/31/17
IFRS 7 Amortized Amortized
Notes hierarchy cost Fair value cost Fair value
Assets at fair value through profit or
loss
Foreign exchange derivatives 36 2 1,109 1,131
Ubisoft share derivatives 36 2 7,211
Net investment securities 35 1 10,887 11,759
Cash 35 736,052 840,940
Assets at fair value through OCI
Equity investments in non-consolidated
companies 36 2 - 1
Assets at amortized cost
Trade receivables 5 435,573 405,557
Other trade receivables 30/12 208,778 146,467
Current tax assets 38,481 32,967
Deposits and sureties 36 105,940 5,362
Other long-term financial assets 832 -
Other non-current receivables 36 123 115
Liabilities at fair value through profit or loss
Foreign exchange derivatives 35 2 (151) (972)
Liabilities at amortized cost
Borrowings 35 (1,295,167) (933,137)
Trade payables 11 (176,613) (178,283)
Other operating liabilities 6/32 (321,934) (219,817)
Current tax liabilities (12,667) (29,872)

No changes in the fair value hierarchy have been carried out in the measurement of assets and liabilities at fair value over the past year.

196 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

6.1.2.19 Equity

NOTE 45 CAPITAL

As at March 31, 2018, the capital of Ubisoft Entertainment SA was Voting rights double those conferred on other shares, based on the
€8,652,489.98 divided into 111,645,032 fully âid up share with a proportion of the share capital they represent, are granted to all
nominal value of €0.0775, of which 111,631,149 category A ordinary fully paid-up shares that are shown to have been registered in the
shares and 11,474 category B-1 preference shares and 2,409 category name of the same shareholder for at least two years.
B-2 preference shares.
Preference shares have no voting rights.

NOTE 46 NUMBER OF UBISOFT ENTERTAINMENT SA SHARES

AT 04/01/17 112,932,041
Exercise of subscription options 616,119
Free share grants 943,022
Cancellation of own shares (3,813,630)
Capital increase reserved for employees 967,480

AT 03/31/18 111,645,032

The maximum number of shares to be created is 13,431,223:

♦ 2,171,411 through the exercising of stock options;
♦ 3,952,542 through the allocation of free shares;
♦ 7,307,270 through the conversion of the OCEANEs into shares.
The details of stock options and allocations of free shares are given in Note 15.

NOTE 47 DIVIDENDS

No dividend was paid in respect of 2016/2017 earnings.

NOTE 48 OWN SHARES

6
Occasionally, in accordance with the legal framework, the Group buys its own shares on the market.
As at March 31, 2018, the Company held 1,587,176 own shares, recognized as a deduction to equity:

03/31/18 03/31/17
Number Valuation Number Valuation
Own shares by objective of shares (in € thousands) of shares (in € thousands)
Liquidity agreements 21,750 1,259 22,098 831
Employee stock ownership coverage 10,139 498 3,366 113
Cancellation 1,117,572 72,308 - -
Acquisition operations 437,715 12,038 4,031,045 133,745

TOTAL 1,587,176 86,103 4,056,809 134,689

- 2018 Registration Document 197

6 Financial statements
Consolidated financial statements as at March 31, 2018

The changes mainly relate to the operations below: ♦ 220,000 shares worth €13,753 thousand were canceled on
March 30, 2018.
♦ as part of the MMO operation, 1,610,196 shares were acquired for
a value of €79,126 thousand. Ubisoft Entertainment SA delivered On March 20, 2018 Ubisoft Entertainment SA and CACIB signed:
1,345,423 securities at an acquisition price of €41.77;
♦ a prepaid forward contract for 4,545,454 of its own shares, to be
♦ as part of the mandate granted to an investment services provider settled by the delivery of securities maturing in 2021 or in advance
for the purchase of its own shares, the Company purchased at a price of €66. Under IAS 32, this contract is qualified as an
1,337,572 shares with a value of €86,061 thousand, with a view equity instrument and recognized as a reduction to Group equity;
to canceling them;
♦ a swap contract for 3,045,455 of its own shares, to be settled
♦ 3,593,630 shares with a value of €121,708 thousand, previously at the maturity date or in advance on Ubisoft’s initiative either
allocated to acquisitions, were reallocated to be canceled on in cash or by delivery of shares against payment of the price of
November 17, 2017; €66. Under IFRS 9, this contract is qualified as a derivative and
classified in current financial assets (see Note 36).
♦ 258,000 shares worth €12,678 thousand were used for the
delivery of free shares in February and March 2018;

NOTE 49 TRANSLATION RESERVE

The translation reserve includes all Foreign exchange gains and The foreign exchange gains and losses in “Equity attributable to
losses resulting from the translation of the financial statements of owners of the parent company” changed by €69.4 million between
foreign subsidiaries since January 1, 2004. March 31, 2017 and March 31, 2018. This change is due primarily
to the following currencies:

Currency closing rate 03/31/18 closing rate 03/31/17 Impact

USD 1.2321 1.0691 (31,610)
CAD 1.5895 1.4265 (29,147)
GBP 0.8749 0.85553 (1,847)
SGD 1.6158 1.4940 (1,095)
JPY 131.15 119.55 (890)
AUD 1.6036 1.3982 (1,468)
Other (3,393)

TOTAL (69,450)

CHANGE IN TRANSLATION RESERVE AT 03/31/18 CHANGE IN TRANSLATION RESERVE AT 03/31/17

1% 5%
2% 2% 3% 1%
2%
3%

25%

(69,450) 45% 12,004 48%

42%

21%
USD JPY
CAD AUD
GBP SGD Others

198 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

ACCOUNTING PRINCIPLES

The operating currency of Ubisoft Group’s foreign subsidiaries Goodwill and fair value adjustments resulting from the
is their local currency, in which they record most of their acquisition of a foreign entity are considered to belong to
transactions. The assets and liabilities of Group companies the foreign entity and are therefore expressed in the entity’s
whose operating currency is not the euro are translated operating currency. They are translated at the closing rate
into euros at the exchange rate prevailing at the end of the prevailing at the end of the accounting period.
accounting period.
Upon disposal of a foreign subsidiary, the relevant translation
The income and expenses of these companies, along with their reserves recognized in other comprehensive income are
cash flows, are translated at the average exchange rate over recorded under profit and loss.
the year. Differences arising from this translation are recognized
The Group does not operate in countries suffering from
directly in consolidated equity, as a separate item under “foreign
hyperinflation.
exchange gains and losses”.

NOTE 50 EARNINGS PER SHARE

NET INCOME RESTATED FOR FINANCIAL EXPENSES ON THE OCEANE AS AT MARCH 31, 2018 144,949
Weighted average number of shares in circulation 110,399,832
Dilutive shares 12,044,129
Stock options 1,186,924
Free share grants 3,549,935
OCEANE 7,307,270
Weighted average number of shares after exercise of the rights on dilutive instruments 122,443,961

DILUTED EARNINGS PER SHARE AS AT MARCH 31, 2018 1.18

ACCOUNTING PRINCIPLES

Methods of calculating earnings per share ♦ Diluted earnings per share

♦ Earnings per share Diluted earnings per share are equal to:
Basic earnings per share are equal to net earnings divided by
♦ net earnings before dilution, plus the after-tax amount of any
the weighted average number of shares in circulation minus savings in financial expenses resulting from the conversion
treasury shares. of the dilutive instruments; divided by
♦ the weighted average number of ordinary shares in
circulation, minus treasury shares, plus the number of
shares that would be created as a result of the conversion of
6
instruments convertible into shares and the exercise of rights.

- 2018 Registration Document 199

6 Financial statements
Consolidated financial statements as at March 31, 2018

6.1.2.20 Unrecognized contractual commitments

NOTE 51 OFF-BALANCE SHEET COMMITMENTS RELATED TO THE FINANCING OF THE COMPANY

Off-balance sheet commitments related to the financing of the Company

Summary

Type 03/31/18 03/31/17

Commitments given by Ubisoft Entertainment SA
Financial guarantees 67,665 69,110
Commitments received by Ubisoft Entertainment SA
Lines of credit received and not utilized 310,000 310,000

Breakdown of commitments of over €10 million

Type Description Expiry date 03/31/18

Commitments given
Financial guarantees 67,665
Ubisoft Entertainment Inc. Loan guarantee 05/01/19 35,000
Commitments received
Lines of credit received and not utilized 310,000
Syndicated loan 07/18/22 300,000
Committed lines of credit 03/29/19 10,000

Off-balance sheet commitments related to hedging instruments

Summary

Type 03/31/18 03/31/17

Foreign exchange hedges  (1)
220,078 328,193
Ubisoft share derivatives (2) 201,000 -
(1) Fair value in euros valued at the guaranteed price
(2) Ubisoft committed to buy back from Vivendi 7,590,909 of its own shares as part of a structured transaction in the form of a forward sale of shares by Vivendi to Crédit Agricole
Corporate and Investment Bank (CACIB) and a forward buyback mechanism by Ubisoft from CACIB, enabling Ubisoft to spread share buybacks over the financial years ending
March 31, 2019 to March 31, 2021. This buyback will take place under two contracts: a prepaid forward sale contract for 4,545,454 shares, to be settled by the delivery of
securities at maturity in 2021 or in advance, and a swap contract for 3,045,455 shares, to be settled at the maturity date or in advance on Ubisoft’s initiative either in cash,
Ubisoft benefiting from or bearing the valuation differences of the securities concerned, or by delivery of said securities against payment of the sale price. The swap contract
is covered by a €100 million security deposit. All these acquisitions will be made at a price of €66 per share
Thus, over FY 2017-2018, Ubisoft disbursed:
• €303 million in relation to the prepaid forward contract, of which €300 million for the 4,545,454 shares at €66 and €3 million for the expenses stemming from the acquisition
of said shares (see Note 48)
• €100 million for the security deposit relating to the swap contract (see Note 36)

200 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

NOTE 52 OFF-BALANCE SHEET COMMITMENTS TOWARDS COMPANY EMPLOYEES

To ensure the stability of Ubisoft’s activities, 0.6% of the Group’s or the Company, beneficiaries will be able to receive compensation
employees at March 31, 2018 benefited from amendments to their within a period not exceeding 2 years after the change of control.
employment contracts between June and September 2016: in the
The estimated maximum amount of benefits to be paid would be
event of a change of control, and at the initiative of the employee
approximately €43 million gross.

NOTE 53 LEASES

Finance leases

Remaining lease payments

Lease
payments Between Residual
Initial value Amortization Net value made < 1year 1 & 5 years > 5 years value
17,349 2,199 15,150 1,248 1,398 5,574 6,296 -

The finance leases relate to two real estate assets (land and buildings) and to transport equipment.

Operating leases
These primarily include €34,105 thousand in property leases, none of which exceed ten years.

NOTE 54 OTHER COMMITMENTS

The Group has no other material off-statement of financial position commitments.

6.1.2.21 Events after the reporting period

N/A.

- 2018 Registration Document 201

6 Financial statements
Consolidated financial statements as at March 31, 2018

6.1.2.22 Professional fees of the Statutory Auditors and members of their networks
(Document prepared in compliance with Article L. 222 (8) of the AMF’s General Regulation)

KPMG
Amount (excluding tax) %
(in € thousands) 2017/2018 2016/2017 2017/2018 2016/2017
♦ Statutory audit, certification, and review of the
separate and consolidated financial statements
♦ Issuer 226 189 30% 26%
♦ Fully consolidated subsidiaries 512 534 68% 72%
♦ Services other than audits(1)
♦ Issuer 16 25 2% 2%
♦ Fully consolidated subsidiaries - - - -

TOTAL 754 748 100% 100%

(1) Non-financial statement certification services entrusted to the Statutory Auditors this year mainly consisted of additional audit procedures relating to the issue of certifications

MAZARS
Amount (excluding tax) %
(in € thousands) 2017/2018 2016/2017 2017/2018 2016/2017
♦ Statutory audit, certification, and review of the
separate and consolidated financial statements
♦ Issuer 189 156 60% 58%
♦ Fully consolidated subsidiaries 119 113 38% 42%
♦ Services other than audits(1)
♦ Issuer 8 - 2% -
♦ Fully consolidated subsidiaries - - - -

TOTAL 316 269 100% 100%

(1) Non-financial statement certification services entrusted to the Statutory Auditors this year mainly consisted of additional audit procedures relating to the issue of certifications

202 - 2018 Registration Document

 Financial statements
Consolidated financial statements as at March 31, 2018

❙ 6.1.3 OTHER ACCOUNTING PRINCIPLES If necessary, the accounting principles of subsidiaries are amended
to align them with those adopted by the Group.

Measurement bases TRANSACTIONS ELIMINATED IN THE

CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements were prepared using the
historical cost method, with the exception of the following assets and Statement of financial position amounts and income and expenses
liabilities, which were measured at fair value: derivatives, financial resulting from intra-group transactions are eliminated during the
instruments held for trading and available-for-sale financial assets. preparation of the consolidated financial statements.
Gains resulting from transactions with associates are eliminated
for the Group’s percentage interest in the company.
Operating and presentation currency
Losses are eliminated in the same way as gains, but only to the
The consolidated financial statements are presented in euros, extent that they are not indicative of impairment.
which is the parent company’s operating currency. All financial
data presented in euros are rounded to the nearest thousand.
TRANSLATION OF TRANSACTIONS DENOMINATED
IN FOREIGN CURRENCIES
Consolidation principles Transactions denominated in foreign currencies are translated by
applying the exchange rate prevailing on the date of the transaction.
SUBSIDIARIES At the closing date, all monetary assets and liabilities denominated
A subsidiary is defined as an entity controlled by Ubisoft in foreign currencies (excluding derivatives) are translated into
Entertainment SA. euros at the closing exchange rate. Any resulting foreign exchange
Control of an entity is based on three criteria: gains and losses are recorded in the income statement.
Non-monetary assets and liabilities denominated in foreign
♦ power over the entity, i.e. the ability to manage the activities
that have the most impact on its profitability; currencies are recorded at the exchange rate prevailing on the date
of the transaction.
♦ exposure to the variable returns of the entity, which may be
positive (e.g. dividends or any other economic benefit), or Derivatives are measured and recognized in accordance with the
negative; and methods described in the note on financial instruments.

♦ the relationship between the power and these returns, i.e. the INVESTMENTS IN ASSOCIATES
ability to exercise power over the entity in such a way as to
Investments in associates include the Group’s share of the equity
influence the returns achieved.
held in companies accounted for under the equity method, together
In practice, the companies in which the Group directly or indirectly with any related goodwill.
owns the majority of voting rights, conferring upon it the power
to manage their operational and financial policies, are generally CURRENT OPERATING INCOME
considered controlled and thus consolidated according to the full AND OPERATING INCOME
consolidation method.
Operating income includes all revenues and costs directly linked
In order to determine control, Ubisoft Entertainment performs an to Group activities, whether these revenues and costs are recurrent
in-depth analysis of the established governance arrangements and or resulting from one-off decisions or operations. Extraordinary
an analysis of the rights held by other shareholders.
Ubisoft consolidates special purpose entities in which the Company
items, defined as revenues and expenses that are unusual in their
frequency, nature and/or amount, belong to operating income.
Current operating income is equal to operating income before
6
does not hold a direct or indirect interest but that it controls in
substance. inclusion of items whose amount and/or frequency are unpredictable
by nature.
The financial statements of subsidiaries are included in the
consolidated financial statements from the date on which control
is obtained to the date at which such control ends.

- 2018 Registration Document 203

6 Financial statements
Statutory Auditors’ report on the consolidated financial statements

6.2 Statutory Auditors’ report on the consolidated

financial statements
This is a free translation into English of one of the statutory auditors’ report on the consolidated financial statements issued in French
language and it is provided solely for the convenience of English speaking readers.
This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards
applicable in France.

To the General Meeting of the company Ubisoft Entertainment,

❙ OPINION
As mandated by your General Meetings, we conducted the audit of the consolidated financial statements of Ubisoft Entertainment in
respect of the financial year ended March 31, 2018, as attached to this report.
We hereby certify that, from the standpoint of IFRS standards as adopted in the European Union, the consolidated financial statements
give a true and fair view of the operations for the financial year just ended, as well as the assets, financial position and results of the
Group comprising the consolidated persons and entities.
The opinion formulated above is consistent with the content of our report to the Audit Committee.

❙ BASIS FOR THE OPINION

Audit Guidelines
We conducted our audit in accordance with accepted professional standards in France. It is our view that the elements that we collected
are sufficient and adapted to base our opinion.
Our responsibilities under these standards are indicated in the section “Responsibilities of the Statutory Auditors relating to the audit
of the consolidated financial statements” in this report.

Independence
We conducted our audit in accordance with the applicable rules of independence, over the period from April 1, 2017 to the date of issue
of our report, and notably, did not provide services prohibited by Article 5, paragraph 1 of the (EU) Regulation No. 537/2014 or by the
Statutory Auditors’ Code of Ethics.

Comments
Without calling into question the opinion expressed above, we draw your attention to the following item presented in the note “Comparability
of financial statements” in the notes to the consolidated financial statements where the impact of the early application of IFRS 9 on
April 1, 2017 is presented.

❙ BASIS FOR OUR ASSESSMENT – KEY POINTS OF THE AUDIT

Pursuant to the provisions of Articles L. 823-9 and R. 823-7 of the French Commercial Code regarding the basis for our assessments,
we call your attention to the key points of the audit regarding the risks of material misstatements which, in our professional judgment,
were the most significant for the audit of the consolidated financial statements for the financial year, together with the responses we
provided to these risks.

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Statutory Auditors’ report on the consolidated financial statements

Our assessments were made within the context of our audit of the consolidated financial statements as a whole and provided a basis for
the opinion expressed previously. We do not express an opinion on the items in the consolidated financial statements taken separately.

Assessment of the commercial software developed internally – impairment tests

Note 22 of the notes to the consolidated financial statements
Risk identified Response provided
As at March 31, 2018, the net carrying amount for the commercial software We have examined the procedures for conducting these impairment tests.
developed internally amounted to €659 million for a total statement of Our work notably consisted in:
financial position of €2,805 million. (1) Taking note of the internal control relating to the implementation of
these impairment tests and testing by survey the key controls
The intangible assets resulting from the development of commercial
implemented by the Group for these processes. Our procedure tests
software, once released, are amortized on a straight-line basis starting on
consisted in:
the commercial release date for a duration of 1 to 6 years.
♦ assessing the implementation of editorial control by the Group’s
Moreover, as indicated in Note  22 “Inventory value and changes in Executive Management;
intangible assets during the financial year”, in the notes to the consolidated ♦ assessing the portfolio review of software in production which aims
financial statements, the Group subjects the released commercial software to control the exhaustive accounting translation of editorial
to an impairment test at each closing date. Commercial software in discontinuation decisions;
production with a planned release date within 12 months after the closing ♦ ensuring that the Board of Directors has approved the 3 year
date, or for which an impairment loss indicator is identified is also subject business plan.
to an impairment test. These tests involve comparing the net carrying (2) Our substance tests mainly consisted in:
amount of the commercial software (after normally recognized linear ♦ conducting a retrospective analysis of the impairment tests carried
depreciation) to the expected future cash flows from the sale of the game. out by the Group over the previous financial years;
Impairment is recognized if the value-in-use is lower than the net carrying ♦ comparing sales and profitability forecasts for the commercial
amount of the commercial software. software used in the impairment tests with those underlying the
We have considered the impairment tests on commercial software Group’s 3 year business plan approved by the Board of Directors;
developed internally as a key point of the audit, given the particularly ♦ assessing the consistency of the future sales forecasts with regard
significant amount and the significant degree of judgment required by to available data or comparables (previous opus within the same
the Group to determine the value-in-use bases on forecasts of discounted franchise, another similar commercial software with the same
cash flows for which achievement is inherently uncertain. comparable levels of functions, taking into account the level of
pre-orders for example).
We also assessed the relevant nature of the information provided in Note 22
“Inventory value and changes in intangible assets during the financial year”
in the notes to the consolidated financial statements.

Assessment of goodwill and brands

Notes 17 to 23 of the notes to the consolidated financial statements
Risk identified Response provided
Goodwill and brands present significant net carrying amounts at March 31, We have analyzed the compliance of the methodologies applied by the
2018 of respectively €259 million and €59 million. All brands indicated as Group with current accounting standards, and specifically those used to
assets in the Group’s statement of financial position have an indefinite estimate the recoverable value.

6
life. (1) We have also conducted a critical assessment of the way in which
this methodology is implemented, and have specifically:
At least once a year, and more regularly in the event of impairment loss
♦ assessed the effective implementation of the internal approval and
indicators, the Group ensures that the net carrying amount of these assets
validation process for the business plans prepared by the Group
does not exceed their recoverable value.
and used for the impairment tests;
The procedures for the impairment tests implemented by the Group are ♦ checked the implementation of the reconciliation of the business
described in Notes 20 “Goodwill” and 22 “Brands” in the notes to the plans used for the impairment tests with the Group business plan
consolidated financial statements; they include a significant number of approved by the Board of Directors;
judgments and assumptions, notably covering: ♦ tested the implementation of the consistency control between the
♦ future cash flow forecasts; equity value from the Group’s business plan with the stock market
capitalization.
♦ the perpetuity growth rates selected for the forecast flows; (2) Our substance tests mainly consisted in:
♦ the discount rate applied to the estimated cash flows. ♦ conducting a critical review of the business plans based notably
on discussions with the Administration Department;
Consequently, a change in these assumptions would significantly affect ♦ checking the arithmetical accuracy of the impairment tests of
the recoverable value of these assets and require an impairment to be goodwill and brands;
recognized. ♦ analyzing the perpetuity growth rates and the discount rate of the
We consider the assessment of goodwill and brands to be a key point of future cash flows by our own experts;
the audit, due to the high degree of judgment required by the Group in ♦ measuring the sensitivity of the impairment tests to the discount
the choice of the assumptions required to determine their recoverable rate and growth rate of sales;
value, based on discounted cash flow forecasts for which achievement is ♦ assessing the relevant nature of the information provided in the
inherently uncertain. notes to the consolidated financial statements.

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Statutory Auditors’ report on the consolidated financial statements

Contingent liabilities associated with the transfer price policy between Ubisoft Entertainment Inc. and Ubisoft Entertainment
Note 32 of the notes to the consolidated financial statements
Risk identified Response provided
The transfer price policy between the Company and its production subsidiary To assess the reasonable nature of the risk estimate on the contingent
located in Canada, Ubisoft Entertainment Inc., is regularly the subject of liability for the transfer price policy between Ubisoft Entertainment Inc.
discussions between French and Canadian tax authorities. and Ubisoft Entertainment by the Group, our work mainly consisted in:
♦ meeting with the Group’s Administration Department in order to
The note “Contingent liabilities” in Note 32 “Other liabilities” in the notes
identify the changes in the procedure on both the Canadian and French
to the consolidated financial statements indicates that:
sides, and understanding its corresponding risk assessment;
♦ the Canadian tax authorities opened a tax audit in June 2017 on the ♦ obtaining documentation supporting these changes in procedure;
2014 – 2016 financial years and issued an adjustment proposal for the ♦ involving, where required, the Canadian auditors of Ubisoft
period concerned; Entertainment Inc. to understand the points of the Canadian tax
♦ discussions are ongoing between the Canadian and French tax procedure;
♦ meeting with the Company’s tax consultants and analyzing the opinions
authorities to avoid the double taxation issue within the Ubisoft Group
for the audited period. and information on the ongoing procedures and their probable financial
consequences communicated by them in response to our written
The estimate of the risks, and if applicable, the associated provisions confirmation requests.
require the exercise of judgment by the Group based on the probability
of resolution of the ongoing discussions between the Canadian and French
tax authorities. The Ubisoft Group considers that it is probable that the
discussions between the two tax authorities will be resolved without double
taxation for the Group, and in this respect, provides information in the
notes to the consolidated financial statements on contingent liabilities.
Given the inherent uncertainties in respect of the resolution of these
discussions, we consider that the assessment of the accounting treatment
of this contingent liability by the Group is a key point of the audit.

❙ VERIFICATION OF THE GROUP’S MANAGEMENT REPORT

In accordance with the professional standards applicable in France, we have also carried out the specific verification required by law of
the information on the Group provided in the Group’s Management report.
We have no matters to report regarding the accuracy of this information and its consistency with the consolidated financial statements.

❙ INFORMATION RESULTING FROM OTHER LEGAL AND REGULATORY OBLIGATIONS

Appointment of the Statutory Auditors

We were appointed as Statutory Auditors for Ubisoft Entertainment by your General Meeting of June 27, 2003 for KPMG Audit and of
September 29, 2016 for MAZARS.
As at March 31, 2018, KPMG Audit was in its 15th year of uninterrupted work, including 15 years since the Company’s securities were
admitted to trading in a regulated market, and MAZARS in its 2nd year of uninterrupted work.

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 Financial statements
Statutory Auditors’ report on the consolidated financial statements

❙ RESPONSIBILITIES OF THE MANAGEMENT TEAM AND THE PEOPLE COMPRISING THE

CORPORATE GOVERNANCE WITH REGARD TO THE CONSOLIDATED FINANCIAL STATEMENTS
The management team is responsible for preparing consolidated financial statements that present a true and fair view, in accordance
with the IFRS standards as adopted by the European Union, and implementing the internal control it considers necessary for preparing
consolidated financial statements that do not include material misstatements, resulting either from fraud or errors.
When preparing the consolidated financial statements, the management team is responsible for assessing the Company’s ability to
continue its operations, and presenting in these financial statements, if applicable, the information on the continuation of operations,
and applying the accounting going-concern convention, unless it plans to liquidate the Company or cease its activity.
The Audit Committee is responsible for monitoring the financial information preparation process and the effectiveness of the internal
control and risk management systems, as well as, if applicable, internal audit, with respect to the procedures for the preparation and
processing of accounting and financial information.
The consolidated financial statements have been approved by the Board of Directors.

❙ RESPONSIBILITIES OF THE STATUTORY AUDITORS RELATING TO THE AUDIT

OF THE CONSOLIDATED FINANCIAL STATEMENTS

Audit objective and approach

We are responsible for preparing a report on the consolidated financial statements. Our aim is to obtain reasonable assurance that
the consolidated financial statements taken as a whole do not include material misstatements. Reasonable assurance corresponds to
a high level of assurance, without, however, guaranteeing that an audit conducted in accordance with professional standards would
systematically detect all material misstatements. Misstatements from fraud or resulting from errors are considered to be material when
we can reasonably expect that they may, taken individually or cumulatively, influence economic decisions that users of the financial
statements may take based on them.
As specified in Article L. 823-10-1 of the French Commercial Code, our assignment to certify the financial statements does not consist
in guaranteeing the viability or the management quality of your Company.
As part of an audit conducted in accordance with the professional standards applicable in France, the Statutory Auditor exercises his/
her professional judgment throughout the audit. Moreover:
♦ he/she identifies and assesses the risks that the consolidated financial statements include material misstatements from fraud or
resulting from errors, defines and implements audit procedures faced with these risks and collects the elements that he/she considers
sufficient and appropriate on which to base his/her opinion. The risk of non-detection of a material misstatement resulting from fraud
is higher than that of a misstatement resulting from an error, as the fraud may involve collusion, falsification, voluntary omissions,
false declarations or circumvention of internal control;
♦ he/she takes note of the relevant internal control for the audit in order to define the relevant audit procedures, and not with the aim
of expressing an opinion on the effectiveness of the internal control;
♦ he/she assesses the appropriate nature of the selected accounting principles and the reasonable nature of the accounting estimates
6
made by the management team, as well as the information on them provided in the consolidated financial statements;
♦ he/she assesses the relevant nature of the application of the going-concern accounting convention by the management team, and,
depending on the elements collected, the existence of a significant uncertainty with regard to the events or circumstances likely to call
into question the Company’s ability to continue its operations. This assessment is based on the elements collected up to the date of
his/her report, it being recalled that subsequent circumstances or events may call into question the continuation of operations. If he/
she concludes that there is a significant uncertainty, he/she calls the readers’ attention to the information provided in the consolidated
financial statements on the subject of this uncertainty, or, if this information is not provided or is not relevant, he/she formulates a
certification with reserves or refuses to certify;
♦ he/she assesses the overall presentation of the consolidated financial statements and assesses if the consolidated financial statements
reflect the underlying operations and events, in order to provide a true and fair view;
♦ with regard to the financial information of the scope of consolidation comprising the consolidated persons and entities, he/she collects
the elements that he/she considers sufficient and appropriate in order to express an opinion on the consolidated financial statements.
He/she is responsible for managing, supervising and conducting the audit of the consolidated financial statements as well as the
opinion expressed on these financial statements.

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6 Financial statements
Statutory Auditors’ report on the consolidated financial statements

Report to the Audit Committee

We provide a report to the Audit Committee presenting notably the scope of the audit work and the work program implemented, as
well as the conclusions resulting from our work. We also draw its attention, if applicable, to the significant weaknesses of the internal
control that we have identified with respect to the procedures for the preparation and processing of accounting and financial information.
Amongst the elements communicated to the Audit Committee are the risks of material misstatements that we have considered to be the
most important for the audit of the consolidated financial statements, and that constitute as such the key points of the audit, which we
are responsible for describing in this report.
We also provide the Audit Committee with the declaration provided for by Article 6 of (EU) Regulation No. 537-2014 confirming
our independence under the meaning of the rules applicable in France as set notably by Articles L. 822-10 to L. 822-14 of the French
Commercial Code, and the Statutory Auditors’ Code of Ethics. If applicable, we discuss with the Audit Committee the risks weighing on
our independence and the safeguard measures applied.

Rennes and Nantes, May 30, 2018

Statutory Auditors

KPMG Audit MAZARS

Vincent Broyé Arnaud Le Néen

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 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

6.3 Separate financial statements of Ubisoft

Entertainment SA for the year ended March 31, 2018

❙ 6.3.1 STATEMENT OF FINANCIAL POSITION

Assets

Depreciation and 03/31/18 03/31/17

amortization/
(in € thousands) Notes Gross impairment Net Net
Intangible assets 19 1,641,370 870,830 770,540 686,024
Property, plant and equipment 21 13,158 6,304 6,854 7,650
Non-current financial assets 23 642,955 84,700 558,255 491,970

Non-current assets 2,297,483 961,834 1,335,649 1,185,644

Advances and prepayments made 11 18,024 - 18,024 26,730
Trade receivables 5 333,459 - 333,459 427,758
Other receivables 6 88,551 - 88,551 63,471
Investment securities 24 10,986 3 10,983 11,792
Cash instruments 24 307,550 307,550 140,860
Cash 24 430,129 - 430,129 309,347

Current assets 1,188,699 3 1,188,696 979,959

Prepaid expenses and deferred charges 9 17,540 - 17,540 17,978

TOTAL ASSETS 3,503,722 961,837 2,541,884 2,183,581

Liabilities
(in € thousands) Notes 03/31/18 03/31/17
Capital 27 8,652 8,752
Premiums 2,863 89,272
Reserves 848 848
Retained earnings
Earnings for the period
(59,807)
215,808
45,274
(104,869)
6
Regulated provisions 725,589 640,288

Equity 26 893,953 679,565

Provisions 17 2,265 27,048
Borrowings (1) (2) 25 1,048,128 761,515
Other financial liabilities 25 355,948 507,594
Trade payables 211,831 186,014
Fiscal and social liabilities 17,366 8,691
Liabilities on non-current assets 34 794
Other liabilities 15 12,189 11,480

Liabilities 1,645,497 1,476,088

Prepaid expenses and deferred charges 16 170 880

TOTAL LIABILITIES 2,541,884 2,183,581

(1) Including current portion of borrowings 95,622 92,771
(2) Including current bank credit facilities and bank credit balances 26,912 90,087

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6 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

❙ 6.3.2 INCOME STATEMENT

03/31/18 03/31/17
(in € thousands) Notes (12 months) (12 months)
Production for the period 3 1,550,694 1,319,663
Other operating income and reinvoiced costs 4 453,123 391,013
Total operating income 2,003,817 1,710,676
Other purchases and external expenses 10 999,208 826,177
Taxes and duties 1,897 1,907
Personnel costs 2,288 1,734
Other expenses 10,470 478
Depreciation, amortizations and provisions 18 880,670 786,202
Total operating expenses 1,894,533 1,616,498

OPERATING INCOME 109,284 94,178

Financial income from investments 203,224 20,542
Other interest received 5,572 5,354
Reversals of provisions and reinvoiced costs 42,769 69,771
Foreign exchange gains 34,369 54,712
Net proceeds on sale of investment securities - 3
Total financial income 285,934 150,382
Provisions 32,845 88,918
Other interest paid 9,592 8,479
Foreign exchange losses 31,351 54,885
Net expenses on sales of investment securities 3 -
Total financial expenses 73,791 152,282

NET FINANCIAL INCOME 22 212,143 (1,900)

NET INCOME FROM CONTINUING OPERATIONS 321,427 92,278

NON-RECURRING ITEMS 6.3.4.7 (107,795) (249,367)

NET INCOME BEFORE TAX 213,632 (157,089)

Income tax 6.3.4.8 2,176 52,220

PROFIT (LOSS) FOR THE PERIOD 215,808 (104,869)

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 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

❙ 6.3.3 FINANCING STATEMENT

(in € thousands) Notes 03/31/18 03/31/17

Cash flows from operating activities
Earnings 215,808 (104,869)
Net depreciation and amortization of property, plant and equipment and
intangible assets 4-18 490,087 420,725
Changes in provisions 75,640 142,597
(Gains) losses on disposal of non-current assets - 532
Net cash from operation 781,534 458,985
Trade receivables 5 94,300 (34,857)
Advances and prepayments made (1) 139 (1,723)
Other assets (23,523) 67,313
Trade payables (2) 33,177 (23,213)
Other liabilities 8,706 10,948
Total changes in working capital 112,798 18,468

Net cash generated by operating activities 894,332 477,453

Cash flows from investment activities
Acquisitions of intangible assets (3) 19 (572,717) (573,454)
Acquisitions of property, plant and equipment 21 (645) (1,497)
Acquisitions of equity investments 23 (30,800) (92,693)
Acquisitions of other non-current financial assets 23 (237,814) (198,433)
Proceeds from the disposal of non-current assets - 3,834
Repayment of loans and other financial assets 23 54,298 144,416

Net cash used by investment activities (787,678) (717,827)

Cash flows from financing activities
Capital increase 26 123 90
Capital reduction - (97)
Impact on the opening balance of new ANC regulation No. 2015-05 (212) -
Increase in issue premium 26 48,828 9,376
Reduction in issue premium 26 - (19,943)
New medium-term borrowings 895,002 667,981
Repayment of medium-term borrowings
Accrued dividends
(487,515)
-
(214,408)
(3,000)
6
Deferred expenses (3,664) (3,805)
Change in current accounts (209,376) 18,156
Change in cash instruments (166,690) (106,721)

Net cash generated by financing activities 76,496 347,629

NET CHANGE IN CASH AND CASH EQUIVALENTS 183,150 107,256

Net cash position at beginning of the fiscal year 24 231,053 123,797
Net cash position at end of the fiscal year 24 414,203 231,053
(1) Including €8,566 thousand linked to commitments guaranteed but not paid in advances and prepayments made
(2) Including €(8,121) thousand linked to commitments guaranteed but not paid in trade payables
(3) Including €(445) thousand linked to commitments guaranteed but not paid in intangible assets

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6 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

❙ 6.3.4 NOTES TO THE SEPARATE FINANCIAL STATEMENTS

CONTENTS

Note 1 Highlights and general principles 213

Note 2 Comparability of financial statements 214
Note 3 Production for the period 215
Note 4 Other operating income and reinvoiced costs 215
Note 5 Trade receivables 216
Note 6 Other receivables 216
Note 7 Statement of receivables 217
Note 8 Accrued income 217
Note 9 Prepaid expenses and deferred charges 217
Note 10 Other purchases and external expenses 218
Note 11 Advances and prepayments made 218
Note 12 Supplier payment terms 219
Note 13 Statement of liabilities 219
Note 14 Accrued expenses 219
Note 15 Other liabilities 220
Note 16 Prepaid expenses and deferred charges 220
Note 17 Provisions in the statement of financial position 220
Note 18 Depreciation & amortization, impairment and provisions 221
Note 19 Inventory value and changes during the financial year 221
Note 20 Depreciation & amortization, impairment and provisions 223
Note 21 Inventory value and changes during the financial year 224
Note 22 Net financial income 225
Note 23 Non-current financial assets 226
Note 24 Investment securities, cash instruments and cash 227
Note 25 Borrowings 227
Note 26 Statement of change in equity 230
Note 27 Capital 231
Note 28 Financial commitments and other information 234
Note 29 Related-party transactions 237

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 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

6.3.4.1 Description of the business and the basis of preparation for the financial statements

NOTE 1 HIGHLIGHTS AND GENERAL PRINCIPLES

Financial year highlights ♦ January to March 2018: Prepayments received on

dividends
Financing Certain French and foreign subsidiaries carried out the prepayment
of dividends to Ubisoft Entertainment SA for a total of €203 million.
♦ July 2017: Signature of a new syndicated loan
A new syndicated loan was signed on July 18, 2017, for an amount of ♦ March 2018: Share buyback from Vivendi
€300 million over 5 years, with the option of a one-year extension, Ubisoft committed to buy back from Vivendi 7,590,909 of its own
renewable once. This line enables the refinancing of the €250 million shares as part of a structured transaction in the form of a forward
syndicated loan in place since 2014, with better financing conditions sale of shares by Vivendi to Crédit Agricole Corporate and Investment
and extended maturity. Bank (CACIB) and a forward buyback mechanism by Ubisoft from
CACIB, enabling Ubisoft’s share buybacks to be spread over the
♦ January 2018: Bond issue
financial years ending March 31, 2019 to March 31, 2021. This
The Company Board of Directors authorized the issue of bonds for buyback will take place under two contracts: a prepaid forward
a total amount of €500 million. These bonds, with a unit value of sale contract for 4,545,454 shares, to be settled by the delivery of
€100,000, were admitted for trading on the regulated market of securities at maturity in 2021 or in advance, and a swap contract for
Euronext Paris on January 30, 2018. This 5-year bond issue has 3,045,455 shares, to be settled at the maturity date or in advance on
an annual coupon of 1.289%. Ubisoft’s initiative either in cash, Ubisoft benefiting from or bearing
♦ March 2018: Early loan repayment the valuation differences of the securities concerned, or by delivery of
said securities against payment of the sale price. The swap contract
On March 20, 2018, Ubisoft Entertainment SA carried out the early
is covered by a €100 million security deposit. All these acquisitions
repayment of €150 million of the Schuldschein-type loan contracted
will be made at a price of €66 per share.
in March 2015.
Thus, over the 2017/2018 financial year, Ubisoft disbursed:
Other highlights • €(303) million in relation to the prepaid forward contract,
♦ June 2017: “MMO” employee stock ownership plan of which €300 million for the 4,545,454 shares at €66 and
€3 million for the expenses stemming from the acquisition of
The Company’s Board of Directors meeting of February 8, 2017
said shares (see Note 24);
decided to carry out, on the one hand, a share disposal reserved
for members of the Group savings scheme in accordance with • €(100) million for the security deposit relating to the swap
the provisions of Article L. 3332-24 of the French Labor Code, contract (see Note 23).
and, on the other, a capital increase reserved for employees
outside of the Group savings schemes. Beneficiaries were offered
the option of acquiring Company shares with a 15% discount as
General information
part of a leveraged Group savings scheme via a company mutual The financial year is a 12-month period from April 1, 2017 to
fund (FCPE) or stock appreciation rights (SAR). They benefited March 31, 2018.
from an additional contribution equal to 300% of their personal
contribution, capped at €900 per holder. After a five-year period,
General principles
6
or before the end of this period in the event of early release, each
beneficiary is also guaranteed to receive their initial investment in Ubisoft Entertainment SA’s separate financial statements have been
euros (comprising his/her personal contribution increased by the prepared in accordance with the ANC’s accounting regulation 2014-03,
additional contribution) as well as a multiple of the possible average amended by regulation 2015-05 of July 2, 2015, regulation 2015-06
protected increase in the share price. of November 23, 2015 and regulation 2016-07 of November 4, 2016.
On July 27, 2017, Ubisoft Entertainment delivered 1,345,423 shares The general accounting conventions were applied in accordance with
(FCPE formula) and created 967,480 shares (SAR formula) at a the principle of financial prudence and the following basic rules:
price of €41.77. going-concern assumption, continuity of accounting principles from
♦ November 2017: Capital reduction through the one financial year to the next, independence of financial years, fair
cancellation of treasury shares presentation, consistency and accuracy, and in accordance with
the general rules governing the preparation and presentation of
During its meeting on November 17, 2017, the Board of Directors of separate financial statements.
Ubisoft Entertainment SA decided to reallocate 3,593,630 shares
from the “external growth” objective to the “cancellation” objective, The basic method used to measure items in the financial statements
and to cancel these 3,593,630 shares, pursuant to the authorization was historical cost.
of the Combined General Meeting of September 22, 2017 in its The accounting methods applied are consistent with industry
21st resolution. practice.

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6 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

NOTE 2 COMPARABILITY OF FINANCIAL STATEMENTS

Change in estimation
None.

Change in method
First application of ANC regulation No. 2015-05 on forward financial instruments and hedging transactions beginning
on April 1, 2017
The principle of hedge accounting is now mandatory when a hedging relationship is identified.
With respect to carry-back/carry-forward foreign exchanges, for the hedging of future transactions, the Group has chosen to recognize
them in income symmetrically to the income of the element hedged when the hedging relationship reduces almost all of the risk.

Items affecting comparability

From April 1, 2017, the date of the first application of ANC regulation No. 2015-05, the new accounting methods and the associated
impacts are as follows:

Accounting method
Recognized before ANC regulation Accounting method after
item No. 2015-05 ANC regulation No. 2015-05 Impact on the financial statements
Result from The result from foreign- The result from foreign-exchange Reclassification from financial to operating for the result
foreign- exchange operations is operations is recognized in the same from foreign-exchange operations of operating
exchange recognized in net financial section of the income statement (operating receivables and liabilities in foreign currencies.
operations income. or financial), symmetrically to the The impact on the presentation of the financial
accounting method for the underlying statements at 03/31/18 is as follows:
income and expenses. €(416) thousand on net financial income
+ €416 thousand on operating income
Hedging result The result from hedging is In line with the principle of symmetry in Reclassification from financial to operating for the result
recognized in net financial hedge accounting, income from hedging from hedging of operating receivables and liabilities in
income. follows the same classification as that of foreign currencies.
the hedged item and is presented in the The impact on the presentation of the financial
same section  of the income statement statements at 03/31/18 is as follows:
(operating or financial) €(82) thousand on net financial income
+ €82 thousand on operating income
Non-hedged Initial recognition at the Initial recognition at the invoicing rate and Reclassification of the provision for operating foreign
liabilities and invoicing rate and revaluation revaluation at the closing rate per foreign exchange losses for trade receivables and liabilities.
debts in at the closing rate per foreign exchange gains and losses counterpart The impact on the presentation of the financial
foreign exchange gains and losses (#476/477). statements at 03/31/18 is as follows:
currencies counterpart (#476/477). Foreign exchange gains and losses in + €262 thousand on net financial income
Foreign exchange gains and assets are provisioned in the same €(262) thousand on operating income
losses in assets are section of the income statement as the
provisioned in net financial hedged item (i.e. in operating for trade
income. receivables and liabilities).
Hedged Recognition at the hedged Initial recognition at the invoicing rate and Revaluation of hedged receivables and liabilities at the
receivables rate without revaluation at revaluation at the closing rate per hedging closing rate per hedging instruments counterpart (#52).
and liabilities the closing date. instruments counterpart (#52). There is no impact on the financial statements at
in foreign The resulting component of the hedged 03/31/18.
currencies item is revalued at the hedged price per Impact on the statement of financial position of the
hedging instruments counterpart (#52). revaluation of the resulting component at the hedged
price.
The impact on the statement of financial position
at 03/31/18 is €(31) thousand.
Isolated open Indication of the fair value in Recognition of the fair value on the Recognition of fair value of hedging instruments
positions off-statement of financial statement of financial position: other designated as isolated open positions in the statement
position commitments. receivables (#46 D) per other liabilities of financial position.
Provisioning of negative fair counterpart (#46 C). The impact on the statement of financial position
values in order to show Provisioning of negative fair values in order at 03/31/18 is €86 thousand.
impairment losses on to show impairment losses on hedging
hedging instruments in the instruments in the financial statements.
financial statements

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

6.3.4.2 Sales

NOTE 3 PRODUCTION FOR THE PERIOD

Production for the period comprises:

♦ sales, essentially made up of intra-group invoicing of contributions;
♦ capitalized production reflecting development costs outsourced to subsidiaries and external developers.

03/31/18 03/31/17
Sales 974,536 777,546
Capitalized production costs for commercial software developments 571,008 530,926
Capitalized production costs for external software developments 5,150 11,191

PRODUCTION FOR THE PERIOD 1,550,694 1,319,663

The breakdown of sales by geographic region was as follows:

03/31/18 03/31/17
(in € thousands) (as a %) (in € thousands) (as a %)
Europe 446,795 46% 352,391 45%
North America 491,770 50% 382,309 49%
Asia 32,559 3% 37,213 5%
Rest of the world 3,412 1% 5,633 1%

SALES 974,536 100% 777,546 100%

NOTE 4 OTHER OPERATING INCOME AND REINVOICED COSTS

03/31/18 03/31/17
Reversals of provisions for impairment of commercial software developments  (1)
384,088 363,996
Reversals of provisions for impairment of external software developments 6,199 828
Reversal of provisions for brand impairment
Reversal on provisions for operating foreign exchange risk  (2)
189
- 221
-
6
Reinvoiced costs 52,103 25,968
Foreign exchange gains on forward instruments and commercial transactions (2) 10,460 -
Miscellaneous operating income 84 -
TOTAL 453,123 391,013
(1) See Note 18 for details
(2) Associated with the first application of ANC regulation No. 2015-05

Reinvoiced costs essentially correspond to the rebilling of development kits, payments received under agreements with third parties,
general expenses, etc.

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

NOTE 5 TRADE RECEIVABLES

03/31/18 03/31/17
(in € thousands) Gross Impairment Net Net
Trade receivables 72,523 - 72,523 235,600
Related accounts 260,936 - 260,936 192,158

TOTAL 333,459 - 333,459 427,758

“Trade receivables” basically consists of intra-group receivables.

Customer payment terms

Article D. 441 I.- 2°: Invoices issued but outstanding

at the financial year closing date with overdue payment
1 to 31 to 61 to 91 days Total (1 day
(in € thousands) 30 days 60 days 90 days and over and over)
(A) Late payment brackets
Number of invoices concerned 43
Total amount of invoices concerned (pre-tax) 534 89 655 5,651 6,930
Percentage of sales and reinvoiced costs for the
financial year (pre-tax) 0.05% 0.01% 0.06% 0.55% 0.68%
(B) Invoices excluded from (A) relating to disputed or unrecognized receivables
Number of invoices excluded 0
Total amount of invoices excluded (pre-tax)
(C) Benchmark payment terms used (contractual or legal times – Article L. 441.6 or Article L. 443-1 of the French Commercial
Code)
Payment terms used to calculate late payments Contractual deadlines: 30 days end of month

NOTE 6 OTHER RECEIVABLES

03/31/18 03/31/17
(in € thousands) Gross Impairment Net Net
Suppliers – credit notes to receive 4,504 - 4,504 6,218
Government (VAT credit, tax) 42,616 - 42,913 31,132
Partner current account advances 39,903 - 39,903 23,282
Other miscellaneous debtors (1) 1,528 - 1,528 2,839

TOTAL 88,551 - 88,848 63,471

(1) Of which €86 thousand in fair value of hedging instruments qualified as isolated open positions (see Note 2)

The change in the “State” item is mainly due to the tax credits generated during the financial year.
The change in partner current account advances corresponds to the advances made to subsidiaries to finance their specific business needs.

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

NOTE 7 STATEMENT OF RECEIVABLES

(in € thousands) Gross amount < 1 year > 1 year

Receivables on non-current assets 101,012
Deposits and sureties 101,012 101,012
Receivables on current assets 450,715
Advances and prepayments made 18,024 18,024
Trade receivables 333,459 333,459
Government (VAT credit, sundry) 42,616 42,616
Group and associates 39,903 39,903
Suppliers – credit notes to receive 4,504 4,504
Other miscellaneous debtors 1,528 1,528
Prepaid expenses 10,681 9,667 1,014

TOTAL 551,727 449,701 102,026

ACCOUNTING PRINCIPLES

Receivables are valued at their par value. Impairment is recorded when the inventory value of a receivable is below its par value
and/or when collection difficulties are clearly identified at the closing date.

NOTE 8 ACCRUED INCOME

03/31/18 03/31/17
Associated company – credit notes to receive 4,504 6,218
Income not yet invoiced (1) 260,936 192,158
Interest receivable from banks 504 307
Other 116 77

TOTAL 266,060 198,760

(1) Mainly relate to transactions with related parties

6
NOTE 9 PREPAID EXPENSES AND DEFERRED CHARGES

Opening balance Increase Decrease Closing balance

Prepaid expenses 12,398 10,681 12,398 10,681
Credit line issuance costs 960 1,476 1,139 1,297
Loan issuance costs 4,269 2,189 1,408 5,050
Foreign exchange gains and losses (assets) 351 512 351 512

TOTAL 03/31/18 17,978 14,858 15,296 17,540

TOTAL 03/31/17 16,567 16,554 15,143 17,978

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

6.3.4.3 Purchases and other expenses

NOTE 10 OTHER PURCHASES AND EXTERNAL EXPENSES

03/31/18 03/31/17
Production services subcontracted to subsidiaries 797,398 657,148
Production services subcontracted to external developers 7,867 11,735
Other purchases and external expenses 193,944 157,294

TOTAL 999,209 826,177

Other purchases and external expenses consist mainly of subcontracting administration expenses, royalties, advertising expenses, and
property and equipment lease payments.

NOTE 11 ADVANCES AND PREPAYMENTS MADE

The sum of €18,024 thousand in “Advances and prepayments made” is primarily comprised of guaranteed advances on license agreements
which break down as follows:

(in € thousands) 03/31/18 03/31/17

Net at opening 26,560 15,370
New guarantees 9,034 18,476
Depreciation and amortization 17,674 7,276

NET AT YEAR-END 17,920 26,560

ACCOUNTING PRINCIPLES

Advances and prepayments primarily involve distribution and (either by the unit or based on gross profit or on revenue) or
reproduction rights (licenses) acquired from other software amortized on a straight-line basis for agreements with fixed
publishers. License agreements commit Ubisoft to an amount of royalty payments (flat fees).
guaranteed royalties. This amount is registered in the statement
At the end of the financial year, the net accounting value is
of financial position under “Advances and prepayments
compared with sales projections on the basis of the terms
made”, whether or not it has been paid at the closing date. The
and conditions of the agreement. If they are insufficient,
guaranteed amounts are recognized in the income statement
depreciation is recognized.
on the basis of the agreements signed with software publishers

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

NOTE 12 SUPPLIER PAYMENT TERMS

Article D. 441 I.- 1°: Invoices received but outstanding

at the financial year closing date with overdue payment
1 to 31 to 61 to 91 days and Total (1 day
(in € thousands) 30 days 60 days 90 days over and over)
(A) Late payment brackets
Number of invoices concerned 34
Total amount of invoices concerned (pre-tax) 484 2 3 6 496
Percentage of the total amount of purchases during the
financial year (pre-tax) 0.05% 0.00% 0.00% 0.00% 0.05%
(B) Invoices excluded from (A) relating to disputed or unrecognized payables
Number of invoices excluded 5 1 0 4 10
Total amount of invoices excluded (pre-tax) 115 2 0 13 130
(C) Benchmark payment terms used (contractual or legal times – Article L. 441.6 or Article L. 443-1 of the French Commercial Code)
Payment terms used to calculate late payments Contractual deadlines: Cash payment/30 days end of month/10 days date of invoice

NOTE 13 STATEMENT OF LIABILITIES

(in € thousands) Gross amount < 1 year > 1 year

Bonds 962,401 62,401 900,000
Bank borrowings and debts 85,696 33,190 52,506
Hedging instruments 31 31 -
Other borrowings and financial liabilities 355,948 355,648 300
Trade payables 211,831 210,962 869
Fiscal and social liabilities 17,366 17,366 -
Other liabilities 12,189 12,189 -
Liabilities on non-current assets 34 34 -

TOTAL 1,645,496 691,822 953,675

NOTE 14 ACCRUED EXPENSES 6

03/31/18 03/31/17
Bank charges payable 174 208
Accrued interest on bonds 2,401 1,324
Accrued interest on bank borrowings 29 104
Interest accrued on current accounts 201 147
Trade payables, invoices not yet received (1) 114,192 101,777
Credit notes to be issued  (1)
7,308 4,839
Fiscal and social liabilities 5,947 1,389

TOTAL 130,252 109,788

(1) Mainly relate to transactions with subsidiaries

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

NOTE 15 OTHER LIABILITIES

03/31/18 03/31/17
Trade receivables – credit notes to issue (1) 7,308 4,839
Other liabilities   
(2) (3)
4,881 6,641

TOTAL 12,189 11,480

(1) Credit notes to issue relate to associated companies
(2) Other liabilities mainly concern positive customer balances in respect of related parties
(3) Of which €86 thousand in fair value of hedging instruments qualified as isolated open positions (see Note 2)

NOTE 16 PREPAID EXPENSES AND DEFERRED CHARGES

Opening balance Increase Decrease Closing balance

Conversion rate adjustment (liabilities) 880 170 880 170

TOTAL 03/31/18 880 170 880 170

TOTAL 03/31/17 527 880 527 880

NOTE 17 PROVISIONS IN THE STATEMENT OF FINANCIAL POSITION

Reversals
Provision Provision
03/31/17 Provisions used unused 03/31/18
Provisions for risks
For foreign exchange risks 189 524 189 - 524
For subsidiary risks 26,859 - - 25,118 1,741
Impairments
On equity investments 72,124 30,223 - 17,646 84,701
On own shares 5 - 5 - -
On UCITS - 4 - - 4

TOTAL 03/31/18 99,177 30,751 194 42,764 86,970

TOTAL 03/31/17 81,151 87,797 2,923 66,848 99,177

Details of the changes in equity investment impairments are provided in Note 23 “Non-current financial assets”.
Details of the changes in regulated provisions are provided in Note 26 “Statement of changes in equity”.

ACCOUNTING PRINCIPLES

A provision is recorded when: Provisions mainly correspond:

♦ the Company has a current obligation (legal or implicit) ♦ to provisions for exchange losses recognized, if applicable, up
resulting from a past event; to the negative fair value of the non-hedge foreign exchange
♦ it is likely that an outflow of resources (without counterparty) derivatives;
representing economic benefits will be required to settle ♦ to provisions to cover subsidiaries’ negative equity.
the obligation;
♦ the amount of the obligation can be measured reliably.
♦ If these conditions are not met, no provision is recorded.

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

6.3.4.4 Intangible assets

NOTE 18 DEPRECIATION & AMORTIZATION, IMPAIRMENT AND PROVISIONS

Amortization and impairment of intangible assets 03/31/18 03/31/17

Released commercial software developments  (1)
790,310 714,930
Released external software developments 11,503 13,235
Commercial software in progress (1) 73,948 54,286
External software developments in progress 1,084 -
Other 2,105 2,535

TOTAL 878,950 784,986

(1) Net reversals (see Note 19) on commercial software and external software developments amount to €480,170 thousand and €6,389 thousand respectively

NOTE 19 INVENTORY VALUE AND CHANGES DURING THE FINANCIAL YEAR

03/31/18 03/31/17
Depreciation and
Gross amortization Net Net
Released commercial software developments 994,969 762,839 232,130 160,352
Released external software developments 11,792 10,998 794 1,147
Commercial software in progress 572,859 85,989 486,870 472,239
External software developments in progress 9,944 1,085 8,859 9,299
Brands and operating licenses 9,116 - 9,116 9,116
Goodwill 27,900 - 27,900 27,900
Other 14,790 9,919 4,871 5,971

TOTAL 1,641,370 870,830 770,540 686,024

Opening Reclas- Closing

Gross value of intangible assets balance Increase Decrease sifications balance
Released commercial software developments
Released external software developments
861,901
35,905
6,322
271
387,744
29,064
514,490
4,680
994,969
11,792
6
Commercial software in progress 527,091 560,258 - (514,490) 572,859
External software developments in progress 9,299 5,325 - (4,680) 9,944
Brands and operating licenses 9,116 - - - 9,116
Goodwill 27,900 - - - 27,900
Other 13,786 986 - 18 14,790

TOTAL 03/31/18 1,484,998 573,162 416,808 18 1,641,370

TOTAL 03/31/17 1,345,252 569,245 429,499 - 1,484,998

The €566,580 thousand increase in commercial software is solely The decrease in commercial software and external software
the result of capitalized production. developments is explained primarily by the removal from assets
of software for which the net accounting value is zero at the year-end.

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

Opening Reclas- Closing

Depreciation and amortization of intangible assets balance Increase Decrease sifications balance
Released commercial software developments 701,550 406,221 387,744 42,812 762,839
Released external software developments 34,757 5,304 29,064 - 10,998
Commercial software in progress 54,852 73,949 - (42,812) 85,989
External software developments in progress - 1,085 - - 1,085
Brands and operating licenses - - - - -
Other 7,815 2,105 - - 9,920

TOTAL 03/31/18 798,974 488,664 416,808 - 870,830

TOTAL 03/31/17 804,062 420,045 425,133 - 798,974

ACCOUNTING PRINCIPLES

Intangible assets include: No borrowing costs are included in the costs of property, plant
♦ commercial software developments; and equipment.
♦ external software developments; Development costs, whether they are subcontracted to Group
♦ engines and tools; studios or made externally, are recognized as subcontracting
♦ information system developments; expenses and transferred to “Intangible assets in progress” via
♦ acquired brands; a capitalized production costs account.
♦ office software;
♦ goodwill. On their release date, the development costs recognized as
“Intangible assets in progress”, as development progresses, are
Accounting and subsequent valuation transferred to “Released commercial software developments”
♦ Commercial software and external software or “Released external software developments” for amortization
developments and impairment, where applicable.
Commercial software and external software developments are ♦ Brands:
capitalized when they meet the definition of an asset as per Acquired brands are recognized at acquisition cost and tested
CRC regulation 2004-06 and are valued at production cost, for impairment at least annually according to the method
only projects meeting the following criteria are recognized in described above.
non-current assets:
♦ the technical feasibility required for completion of the Inventory value and impairment tests of intangible
intangible asset leading to its commissioning or sale; assets
♦ the intention to complete the intangible asset and According to the regulations on amortization and impairment
commission or sell it; of assets, the Company is required to periodically revise its
♦ its ability to commission or sell the intangible asset; amortization periods based on the observed useful life.
♦ the probability that the intangible asset will generate future The amortization of intangible assets with fixed useful lives
economic benefits; begins:
♦ the availability of suitable technical, financial and other
resources to complete the development and commissioning ♦ at the commercial launch for commercial software;
or sale of the intangible asset; ♦ at the date of 1st screening for films and series;
♦ the ability to reliably measure the expenses attributable to ♦ at the date of commissioning for the other intangible assets
the intangible asset during its development. with fixed useful lives.
...

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...
Types of non-
current assets Depreciation method Impairment method
Commercial 1 to 6 years, straight-line, starting At the end of each financial year, the Company calculates the value-in-
software on the commercial release date use of each commercial software that has been released or is in
developments production with a release date of less than one year or for which an
External Depending on the royalty expenses impairment indicator has been identified, by discounting the expected
developments due to third-party publishers future cash flows over the entire duration of its operation. Impairment
is recognized if the value-in-use is lower than the net carrying amount
of the commercial software.
Engines and tools 3 years, straight-line Support assets for which the value is tested with commercial software
developments.
Information system 5 years, straight-line No impairment test in the absence of any indication of impairment.
developments
Acquired brands No amortization due to indefinite useful life. Impairment tests are carried out on brands at the end of each
financial year or more frequently if there are indications of loss in value.
The recoverable value of brands corresponds to the higher of the net
fair value of disposal costs and the value-in-use (calculated by applying
the royalty method to the forecasts of expected future revenue for the
tested brand taking into account a final value). Impairment is recognized
if the value-in-use is lower than the net carrying amount of the brand.
Goodwill No amortization due to indefinite useful life. At the end of each financial year, projected cash flows are calculated
using the 5-year business plan. When these flows are below the net
accounting value of the software, impairment is recognized.
Office software 1 year, straight-line for acquisitions carried No impairment test in the absence of any indication of impairment.
out up to 03/31/17, 3 years from 4/01/17

Provisional data is updated using a rate based on a valuation of the average cost of equity, which stood at 8.67% at March 31,
2018, against 9% at March 31, 2017.

6.3.4.5 Property, plant and equipment

NOTE 20 DEPRECIATION & AMORTIZATION, IMPAIRMENT AND PROVISIONS

Depreciation and impairment of property, plant and equipment 03/31/18 03/31/17 6

Buildings 38 39
Fixtures and fittings 1,183 1,037
Computer hardware and furniture 197 131
Transport equipment 6 9

TOTAL 1,424 1,216

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

NOTE 21 INVENTORY VALUE AND CHANGES DURING THE FINANCIAL YEAR

03/31/18 03/31/17
Depreciation and
Gross amortization Net Net
Buildings 765 202 563 600
Fixtures and fittings 11,389 5,652 5,737 6,449
Transport equipment 48 34 14 20
Computer hardware and furniture 859 416 444 542
Non-current assets in progress 97 - 97 39

TOTAL 13,158 6,304 6,854 7,650

Opening Reclas- Closing

Gross value of property, plant and equipment balance Increase Decrease sifications balance
Buildings 765 - - - 765
Fixtures and fittings 11,922 (183) 1,004 654 11,389
Transport equipment 48 - - - 48
Computer hardware and furniture 972 99 212 - 859
Non-current assets in progress 40 729 - (672) 97

TOTAL 03/31/18 13,747 645 1,216 (18) 13,158

TOTAL 03/31/17 12,619 1,497 370 - 13,746

Depreciation and amortization Opening Reclas- Closing

of property, plant and equipment balance Increase Decrease sifications balance
Buildings 165 38 - - 202
Fixtures and fittings 5,473 1,183 1,004 - 5,652
Transport equipment 28 6 - - 34
Computer hardware and furniture 430 197 212 - 416

TOTAL 03/31/18 6,096 1,424 1,216 - 6,304

TOTAL 03/31/17 5,247 1,218 370 - 6,096

ACCOUNTING PRINCIPLES

Property, plant and equipment are measured at their acquisition Given the type of assets held, no component was identified.
cost (purchase price plus incidental expenses) minus rebates
and discounts.

Depreciation, amortization and value impairment of property, plant and equipment

The depreciation method used is straight-line and the depreciation periods used for the various types of non-current assets
are as follows:

Type of asset Period (in years)

Buildings 20
Fixtures and fittings 10
Office furniture 10
Equipment 5
Computer hardware 3

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6.3.4.6 Financial assets and liabilities and net income

NOTE 22 NET FINANCIAL INCOME

03/31/18 03/31/17
Financial income
Financial income from investments 203,224 20,542
Other interest received 5,572 5,354
Reversals of provisions and reinvoiced costs 42,769 69,771
Foreign exchange gains 34,369 54,712
Net proceeds on sale of investment securities - 3

285,934 150,382
Financial expenses
Amortization and provisions 32,845 88,918
Other interest paid 9,592 8,479
Foreign exchange losses 31,351 54,885
Net expenses on sales of investment securities 3 -

73,791 152,282

NET FINANCIAL INCOME 212,143 (1,900)

Foreign exchange risk by contributions from subsidiaries in the same currency). The
parent company uses foreign currency borrowings, forward sales
The Company’s exposure to foreign exchange risk stems from or foreign exchange options to hedge any residual exposures and
operating cash flows and its investments in foreign subsidiaries. non-commercial transactions (such as inter-company loans in
The Company only hedges its exposures on cash flows from operating foreign currencies).
activities in the main foreign currencies (US dollar, Canadian dollar At March 31, 2018, the amounts hedged giving rise to forward
and Pound sterling). Its strategy is to hedge only one year at a time, purchases and sales of foreign currencies amounted to
so the hedging horizon never exceeds 18 months. €220,078 thousand (see Note 28 “Off-statement of financial position
The Company first uses natural hedges provided by transactions commitments”).
in other directions (development costs in a foreign currency offset

ACCOUNTING PRINCIPLES

Foreign currency transactions Conversion rate adjustments on cash and current accounts
6
Foreign currency transactions are recognized based on in foreign currencies are immediately recognized as foreign
daily exchange rates. For hedged transactions, the resulting exchange income/loss.
component of the hedged item is revalued at the hedged price
per “Hedging Instruments” counterpart in the statement of Foreign exchange hedges
financial position. Ubisoft uses financial derivatives to reduce its exposure to
Liabilities, receivables and cash denominated in foreign market risks linked to movements in exchange rates.
currencies are converted at rates prevailing on March 31, 2018. The transactions attached to hedging derivatives (mostly
Unrealized gains and losses on receivables and liabilities are USD, GBP and CAD) are recognized in operating income at
recognized in the statement of financial position as foreign the historical transaction rate.
exchange gains and losses. Those subject to foreign exchange As part of the hedging implemented, the result from the hedging
hedges are recognized in “Financial Instruments” in the is recognized in operating or financial income, symmetrically
statement of financial position. A provision for foreign exchange to the accounting method for the income and expenses of the
risks is recognized if the conversion shows an unrealized loss. hedged item.
In the case of hedged transactions, unrealized losses are not
provisioned.

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Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

NOTE 23 NON-CURRENT FINANCIAL ASSETS

03/31/18 03/31/17
(in € thousands) Gross Impairment Net Net
Equity investments and equivalent 456,338 84,701 371,637 353,414
Receivables related to equity investments - - - 3,000
Other non-current investments 85,605 - 85,605 134,577
Deposits and sureties 101,012 - 101,012 979

TOTAL 642,955 84,701 558,254 491,970

Non-current assets (Gross value) Opening balance Increase Decrease Closing balance
Equity investments 425,538 30,800 - 456,338
Receivables related to equity investments 3,000 - 3,000 -
Other non-current investments 134,582 137,773 186,749 85,605
Deposits and sureties 979 100,041 9 101,012

TOTAL 03/31/18 564,099 268,614 189,758 642,955

TOTAL 03/31/17 414,489 294,026 144,416 564,099

The change in other non-current investments reflects purchases and The change in deposits and sureties corresponds to the €100 million
sales of own shares held under the liquidity agreement and share security deposit paid as part of the swap contract on the buyback
buyback programs (See breakdown in 6.3.4.9). of Ubisoft shares.

Provisions Opening balance Increase Decrease Closing balance

Equity investments 72,124 30,223 17,646 84,701
Own shares 5 - 5 -

TOTAL 03/31/18 72,129 30,223 17,651 84,701

TOTAL 03/31/17 6,975 65,754 600 72,129

The change in provisions for impairment of equity investments is due to the change in the value in use of the companies’ securities.

ACCOUNTING PRINCIPLES

♦ Equity investments are valued at their historical cost capitalization at the statement of financial position date if the
plus all related acquisition costs. Any additional payments Company is listed and/or its medium-term earnings prospects.
are recognized in the acquisition price as soon as they can Where applicable, the provisional data utilized are updated
be measured with sufficient reliability. using a rate based on a valuation of the average cost of equity
If the value of the securities exceeds their value in use, which stood at 8.67% at March 31, 2018.
depreciation is recognized for the difference.
♦ Own shares are valued at the lower of cost or market value
The value-in-use is assessed at the closing date of each (average of the last 20 trading sessions).
financial year based on the net assets (or the restated net ♦ Deposits and sureties are recognized on the basis of
assets) of the subsidiary in question at that date, the market the amounts paid.

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NOTE 24 INVESTMENT SECURITIES, CASH INSTRUMENTS AND CASH

Type Gross value Fair value Provision Net amount

UCITS 10,488 10,671 3 10,485
Own shares 498 695 - 498

TOTAL 10,986 11,366 3 10,983

Type Gross value Provision Net amount

Cash instruments (1) 307,550 - 307,550
Cash 430,129 - 430,129

TOTAL 737,679 - 737,679

(1) Of which €302,550 thousand corresponding to the payment made as part of the prepaid forward contract for the buyback of Ubisoft shares

The cash breakdown is as follows:

03/31/18 03/31/17
Investment securities 10,986 11,792
Cash 430,129 309,347
Bank overdrafts and short-term loans (26,912) (90,086)

TOTAL 414,203 231,053

ACCOUNTING PRINCIPLES

Investment securities consist of interests in mutual funds and short-term investments and are measured at the lower of cost
or market value.

NOTE 25 BORROWINGS

Bonds (1)
03/31/18
960,000
03/31/17
460,000 6
Medium/long-term borrowings (2) 58,755 210,000
Accrued interest (3) 2,604 1,637
Bank overdrafts and short-term loans 26,738 89,878
Hedging instruments – invoiced transaction 31 -

BORROWINGS 1,048,128 761,515

Fixed-rate debt 1,016,216 516,353
Variable-rate debt 31,912 245,162

FROM 1
< 1 YEAR TO 5 YEARS > 5 YEARS
Amounts payable at March 31, 2017 95,622 952,506 -
(1) Bonds for €20 million, €40 million and €500 million and OCÉANE for €400 million
(2) Loans of €8.7 million and €50 million Schuldschein loan
(3) Accrued interest at the closing date of €2,401 thousand for the bonds, €29 thousand for the medium/long-term borrowings and €174 thousand in respect of bank overdrafts

- Document de référence 2018 227

6 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

Change in borrowings

Current and non-current financial liabilities Opening balance Increase Decrease Closing balance
Bonds 460,000 500,000 - 960,000
Bank borrowings 210,000 - 151,245 58,755
Accrued interest 1,637 2,604 1,637 2,604
Bank overdrafts and short-term loans 89,878 2,438 65,578 26,738
Hedging instruments – invoiced transaction - 31 - 31

TOTAL AT 03/31/18 761,515 505,073 218,460 1,048,128

♦ Main characteristics of the bond issuance: OCÉANE ♦ Main characteristics of the bond issued in January 2018:
On September 19, 2016, the Board of Directors, acting on The Board of Directors’ meeting of January 24, 2018, acting
the authorization of the Extraordinary General Meeting of on the authorization of the Extraordinary General Meeting of
September 23, 2015, approved the issuance of bonds with a September 22, 2017, approved the issuance of bonds amounting
conversion and/or exchange option for new or existing Company to €500,000,000. These bonds were admitted to trading on
shares for €399,999,959.80. Euronext Paris.
Number and nominal amount: 7,307,270 bonds Number and nominal amount: 5,000 bonds
with a par value of €54.74 with a par value of €100,000
Each bond carries entitlement to the conversion into one new Date of dividend entitlement and settlement: January 30, 2023
or existing share
Bond duration: 5 years
Issue price: €54.74
Interest: 1.289%
Date of dividend entitlement
and settlement: September 27, 2021
Term of the bond: 5 years
Interest: zero coupon

♦ The breakdown of borrowings by currency was as follows:

03/31/18 03/31/17
Euro 1,045,570 761,425
US dollar 2,343 88
Other currencies 215 2

BORROWINGS 1,048,128 761,515

♦ The €355,948 thousand of other financial liabilities in the statement of financial position consists of:

03/31/18 03/31/17
Current account advances by related parties 227,788 437,165
Bpifrance participatory loans 2,160 4,429
Commercial papers 126,000 66,000

TOTAL AT 03/31/18 355,948 507,594

ACCOUNTING PRINCIPLES

Borrowings are recorded at their nominal repayment amount. Debt issuance costs are capitalized (in deferred expenses)
Unused agreements at the statement of financial position and amortized on a straight-line basis over the lifetime of the
date are listed in the off-statement of financial position borrowings concerned.
commitments.

228 - Document de référence 2018

 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

6.3.4.7 Non-recurring items

Article 14 of the Decree of November 29, 1983, defines non-recurring items as those that are not related to the normal operations of a
company.

03/31/18 03/31/17
Non-recurring income
Non-recurring income from capital transactions 628 13,446
Non-recurring reversals 295,039 201,548
Non-recurring expenses
Non-recurring expenses on management transactions 265 131,709
Non-recurring expenses on capital transactions 22,701 8,086
Non-recurring provisions 380,496 324,566

NON-RECURRING ITEMS (107,795) (249,367)

At the end of March 2018, non-recurring items mainly comprised:

♦ €(380,340) thousand in allocations for accelerated depreciation on development expenditure for software;
♦ €295,039 thousand in reversals for accelerated depreciation on development expenditure for software;
♦ gains/losses on disposals of own shares for €(22,073) thousand.

ACCOUNTING PRINCIPLES

Non-recurring items Regulated provisions

Non-recurring income and expenses include extraordinary Regulated provisions relate only to the accelerated depreciation on:
items, or items relating to prior periods, and items that by
♦ acquisition costs incorporated in the cost price of equity
nature are classed as non-recurring under accounting legislation
investments. These costs are deducted in tax terms over
(chiefly the proceeds from asset disposals).
five years by means of accelerated depreciation;
♦ development expenditure of software. In accordance with
the provisions of Article 236 of the French General Tax Code
(CGI), the Company may opt to either depreciate expenses
for the development of software or deduct them from the
income for the financial year in which they occur.

6.3.4.8 Income tax 6

At March 31, 2018, the tax group included Ubisoft Entertainment SA (holding company), and all subsidiaries with their registered offices
in France, with the exception of those created or acquired during the financial year.
On a standalone basis (disregarding the tax consolidation group), Ubisoft Entertainment SA’s figures were as follows:

03/31/18 03/31/17
Net income before tax from continuing operations 321,427 92,278
Non-recurring items (107,795) (249,367)
Net income before tax 213,632 (157,089)
Income tax (income) 2,176 52,220
Net accounting income 215,808 (104,869)
Taxable income 16,508 (51,102)

- Document de référence 2018 229

6 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

Income tax Net income

Net income Theoretical (tax
before tax credit) Due
Current 321,427 (48,990) (7,052) 314,375
Non-recurring (107,795) 42,531 - (107,795)
Tax consolidation 9,228 9,228

TOTAL 213,632 (6,459) 2,176 215,808

Income tax comprises:

♦ an income tax expense during the financial year of €7,879 thousand;
♦ cancellation of the income tax expense recognized by the subsidiaries of the tax consolidation group in the amount of €9,228 thousand;
♦ tax credits to the holding company of €827 thousand.
The tax group losses carried forward at March 31, 2018, amounted to €593,639 thousand, including €724,905 thousand of accelerated
tax depreciation related to the application of Article 236 of the CGI (General Tax Code).

ACCOUNTING PRINCIPLES

Ubisoft Entertainment SA is the head of the consolidated tax The additional income tax expense or saving resulting from
group it forms with its French subsidiaries. the difference between the tax due from the consolidated
subsidiaries and the tax calculated for the entire group is
For subsidiaries within the consolidated tax group, the
recognized by Ubisoft Entertainment SA as head of the group.
amount of their tax liability had they not been consolidated
counts towards the income tax expense of the entire group.

6.3.4.9 Equity

NOTE 26 STATEMENT OF CHANGE IN EQUITY

Increase in capital Reduction Regulated provisions

of capital
Allocation by by Change in
of by cash deduction cancellation method ANC Earnings
2016/2017 contribu- from of own regulation for the Provi-
(in € thousands) 03/31/17 earnings tion premiums shares No. 2015-05 period sions Reversal 03/31/18
Capital 8,752 123 73 (296) 8,652
Premiums 89,272 48,828 (73) (135,165) 2,863
Legal reserve 848 848
Retained earnings 45,274 (104,869) (212) (59,807)
Earnings for
the period (104,869) 104,869 215,808 215,808
Regulated
provisions 640,288 380,340 (295,039) 725,589

TOTAL 679,565 - 48,951 - (135,461) (212) 215,808 380,340 (295,039) 893,953

230 - Document de référence 2018

 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

NOTE 27 CAPITAL

At the end of March 2018, Ubisoft Entertainment SA’s capital of €8,652,489.98 was composed of 111,645,032 shares.

Number of Ubisoft Entertainment SA shares

AT 04/01/17 112,932,041
Exercise of subscription options 616,119
Capital increase reserved for employees 967,480
Free share grants 943,022
Cancellation of treasury shares (3,813,630)

AT 03/31/18 111,645,032

The maximum number of shares to be created is 13,431,223:

♦ 2,171,411 through the exercise of stock options;
♦ 3,952,542 through the allocation of free shares;
♦ 7,307,270 through the conversion of OCEANE bonds into shares.

Stock options
The conditions of exercise, subject to satisfaction of attendance and performance requirements for corporate officers and to the satisfaction
of attendance requirements for employee beneficiaries of stock option plans, are as follows:

Subscription options

25th plan 26th plan 27th plan 28th plan 29th plan 30th plan 31st plan
Total number of shares granted 936,970 798,125 100,000 665,740 62,200 328,100 37,500
Start of exercise period 10/19/13 10/29/14 May 2018 09/24/15 12/16/15 09/23/16 May 2019
Expiry date of options 10/18/17 10/28/18 3/16/19 09/23/19 12/15/19 09/22/20 12/15/20
€6.37 €6.65 €9.54 €8.83
Strike price of options (France) (World) (France) (World) €11.92 €12.92 €14.22 €17.94 €26.85
Options at April 1, 2017 174,056 357,808 85,000 423,415 59,200 278,339 37,500
Options granted during the period - - - - - - -
Options exercised during the period
Options cancelled during the period
173,118
938
158,028
-
-
-
128,290
3,250
-
-
58,064
9,100
-
- 6
Options outstanding at March 31, 2018 - 199,780 85,000 291,875 59,200 211,175 37,500

32nd plan 33rd plan 34th plan 35th plan 36th plan 37th plan Total
Total number of shares granted 758,810 29,344 220,700 418,500 11,000 2,500
Start of exercise period 06/23/17 (1) 12/14/17 (1) 03/30/18 06/27/18 09/22/18 12/12/18
Expiry date of options 06/22/21 12/13/21 03/29/22 06/26/22 09/21/22 12/11/22
€37.00 €39.03 €50.02 €51.80
Strike price of options €33.02 €31.95 (France) (World) (France) (World) €57.26 €64.63
Options at April 1, 2017 722,060 29,344 220,700 - - - 2,387,422
Options granted during the period - - - 418,500 11,000 2,500 432,000
Options exercised during the period 98,619 - - - - - 616,119
Options cancelled during the period 9,604 - 3,000 6,000 - - 31,892
Options outstanding at March 31, 2018 613,837 29,344 217,700 412,500 11,000 2,500 2,171,411
(1) May 2020 for Executive Committee Members (Plan 32) and corporate officers (Plan 33)

The Company has not recognized a liability as the exercise of stock options involves the creation of new shares.

- Document de référence 2018 231

6 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

Free share grants settled in shares As the shares granted are ordinary shares in the same category as
the old shares that comprise the Company’s share capital, employee
Free share grants, which are subject to performance conditions, are shareholders receive dividends and voting rights on all their shares
locked in for a two, three, or four year period following the grant date. at the end of the vesting period.

03/31/14
Grant date 05/14/13 06/17/13 10/09/13 10/29/13 02/11/14 03/17/14
Maturity – vesting period (in years) 4 years 4 years 4 years 4 years 4 years 4 years
Number of instruments as at 04/01/17 133,700 202,473 40,000 568,908 10,000 258,000
Number of instruments granted during the period - - - - - -
Number of instruments cancelled during the period - - - 15,942 - 10,000
Number of instruments exercised during the period 133,700 202,473 40,000 552,966 10,000 248,000
Number of instruments as at 03/31/18 - - - - - -

03/31/15
Grant date 07/01/14 09/24/14 09/24/14 12/16/14 12/16/14
Maturity – vesting period (in years) 4 years 4 years 3 years 4 years 3 years
Number of instruments as at 04/01/17 488,328 10,710 365,820 217,600 72,270
Number of instruments granted during the period - - - - -
Number of instruments cancelled during the period 19,580 - 2,130 - -
Number of instruments exercised during the period - - 11,474 - 2,409
Number of instruments as at 03/31/18 468,748 10,710 352,216 217,600 69,864

03/31/16
Grant date 09/23/15 09/23/15 10/19/15 12/16/15 03/03/16
Maturity – vesting period (in years) 4 years 3 years 4 years 3 years 4 years
Number of instruments as at 04/01/17 904,614 141,180 171,233 45,000 172,500
Number of instruments granted during the period - - - - -
Number of instruments cancelled during the period 32,070 - - - 6,750
Number of instruments exercised during the period - - - - -
Number of instruments as at 03/31/18 872,544 141,180 171,233 45,000 165,750

03/31/17
Grant date 04/19/16 06/23/16 06/23/16 12/14/16 12/14/16 Total
Maturity – vesting period (in years) 4 years 4 years 3 years 4 years 3 years
Number of instruments as at 4/01/17 323,100 932,660 205,140 10,300 11,820 5,285,356
Number of instruments granted during the period - - - - - -
Number of instruments cancelled during the period 5,000 40,320 - - - 131,792
Number of instruments exercised during the period - - - - - 1,201,022
Number of instruments as at 03/31/18 318,100 892,340 205,140 10,300 11,820 3,952,542

232 - Document de référence 2018

 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

Group savings scheme These plans were notably financed by Ubisoft via a 15% discount
on the shares allocated to the operation. This discount is calculated
compared to the average of the share trading prices over the 20
Group savings scheme – Massive Multishare
trading days prior to the Board of Directors’ meeting that approved
Ownership
the capital increase.
Ubisoft grants employee stock ownership plans for the benefit of a
certain number of its employees. After a holding period, or before the end of this period in the event
of early release, each beneficiary is also guaranteed to receive their
The financial product associated with this plan comprises a initial investment in euros (comprising his/her personal contribution
guaranteed capital portfolio, with a share in any rise in the Ubisoft increased by the additional contribution) as well as a multiple of the
share price over a 5-year period. possible average protected increase in the share price.

03/31/18 03/31/17
Grant date 07/27/17 08/30/16
Maturity – vesting period (in years) 5 years 5 years
Reference price €49.14 €36.30
Subscription price €41.77 €30.86
Discount 15% 15%
Number of shares 2,312,903 2,395,133
Subscription amounts:
♦ Employees €5,538 thousand €4,189 thousand
♦ Additional contribution €4,122 thousand €3,203 thousand

Own shares
As at March 31, 2018, the Company held 1,587,176 own shares.

03/31/18 03/31/17
Number Valuation Number of Valuation
Own shares by objective of shares (in € thousands) shares (in € thousands)
Liquidity agreements 21,750 1,259 22,098 831
Employee stock ownership coverage 10,139 498 3,366 113
Cancellation 1,117,572 72,308 - -
Acquisitions 437,715 12,038 4,031,045 133,745

TOTAL 1,587,176 86,103 4,056,809 134,689

6
The changes mainly relate to the operations below: On March 20, 2018 Ubisoft Entertainment SA and CACIB signed:
♦ as part of the MMO operation, 1,610,196 shares were acquired for ♦ a prepaid forward contract for 4,545,454 of its own shares, to
a value of €79,126 thousand. Ubisoft Entertainment SA delivered be settled by the delivery of securities maturing in 2021 or in
1,345,423 securities at the acquisition price of €41.77; advance at a price of €66;
♦ as part of the mandate granted to an investment services provider ♦ a swap contract for 3,045,455 of its own shares settled at the
for the purchase of its own shares, the Company purchased maturity date or in advance on Ubisoft’s initiative either in cash
1,337,572 shares with a value of €86,061 thousand, with a view or by delivery of shares against payment of the price of €66.
to canceling them; According to ANC regulation No. 2015-05 on forward financial
instruments and hedging transactions, this contract qualifies as
♦ 3,593,630 shares with a value of €121,708 thousand, previously
a forward financial instrument.
allocated to acquisitions, were reallocated to be canceled on
November 17, 2017;
♦ 258,000 shares worth €12,678 thousand were used for the
delivery of free shares in February and March 2018;
♦ 220,000 shares worth €13,753 thousand were canceled on
March 30, 2018.

- Document de référence 2018 233

6 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

6.3.4.10 Unrecognized contractual commitments

NOTE 28 FINANCIAL COMMITMENTS AND OTHER INFORMATION

Off-balance sheet commitments related to Company financing

Summary
Type 03/31/18 03/31/17
Commitments given by Ubisoft Entertainment SA
Financial guarantees 67,665 69,110
Commitments received by Ubisoft Entertainment SA
Lines of credit received and not used 310,000 275,000

Breakdown of commitments of over €10 million

Type Description Expiry date 03/31/18
Commitments given by Ubisoft Entertainment SA
Financial guarantees 67,665
Ubisoft Entertainment Inc. Loan guarantee 5/01/19 35,000
Commitments received by Ubisoft Entertainment SA
Lines of credit received and not used 310,000
Syndicated loan 07/18/22 300,000
Committed lines of credit 03/29/19 10,000

The syndicated loan and confirmed bank loans in place are governed With regard to the syndicated loan, the bilateral credit lines and the
by financial covenants that are based on the ratio of net debt to medium and long-term bank loans, the following covenants must
equity and that of net debt to EBITDA. be complied with (determined on the basis of the IFRS consolidated
annual financial statements):

2017/2018 2016/2017
Net debt restated for assigned receivables/equity restated for goodwill < 0.80 0.80
Net debt restated for assigned receivables/EBITDA < 1.5 1.5

As at March 31, 2018, the Company is in compliance with all these ratios and expects to remain so during the 2018/2019 financial year.
Other borrowings are not governed by covenants.

Off-statement of financial position commitments related to hedging instruments

Summary
Type 03/31/18 03/31/17
Foreign exchange hedges (1) 220,078 328,193
Contracts on Ubisoft shares  (2)
501,000 -
(1) Fair value in euros valued at the guaranteed price
(2) Ubisoft committed to buy back from Vivendi 7,590,909 of its own shares as part of a structured transaction in the form of a forward sale of shares by Vivendi to Crédit Agricole
Corporate and Investment Bank (CACIB) and a forward buyback mechanism by Ubisoft from CACIB, enabling Ubisoft’s share buybacks to be spread over the financial years
ending March 31, 2019 to March 31, 2021. This buyback will take place under two contracts: a prepaid forward sale contract for 4,545,454 shares, to be settled by the delivery of
securities at maturity in 2021 or in advance, and a swap contract for 3,045,455 shares, to be settled at the maturity date or in advance on Ubisoft’s initiative either in cash,
Ubisoft benefiting from or bearing the valuation differences of the securities concerned, or by delivery of said securities against payment of the sale price. The swap contract is
covered by a €100 million security deposit. All these acquisitions will be made at a price of €66 per share.
Thus, over the 2017/2018 financial year, Ubisoft disbursed:
• €303 million in relation to the prepaid forward contract, of which €300 million for the 4,545,454 shares at €66, i.e. a nominal amount of €300 million and €3 million for the
expenses stemming from the acquisition of said shares (see Note 24);
• €100 million for the security deposit relating to the swap contract (see Note 23), of a nominal amount of €201 million. The fair value at the closing date of the swap contract
stood at €7.2 million (see Note 23)

234 - Document de référence 2018

 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

Breakdown of unsettled instruments at the closing date

Subscription
Type of instrument Currency Nominal date Maturity date
purchase CAD 25,000,000 03/06/18 May 2018
purchase CAD 25,000,000 03/06/18 June 2018
purchase CAD 30,000,000 03/19/18 July 2018
purchase CAD 20,000,000 03/19/18 August 2018
purchase CAD 20,000,000 03/28/18 April 2018
purchase CAD 30,000,000 03/29/18 August 2018
purchase CAD 20,000,000 03/29/18 September 2018
purchase CAD 25,000,000 03/29/18 October 2018
purchase CAD 25,000,000 03/29/18 November 2018
sale USD 50,000,000 02/28/18 May 2018
sale USD 2,500,000 03/27/18 June 2018
sale USD 15,000,000 03/28/18 April 2018
sale GBP 2,000,000 03/15/18 April 2018
sale GBP 5,000,000 03/21/18 April 2018
sale SEK 130,000,000 03/26/18 June 2018
purchase JPY 500,000,000 03/26/18 June 2018
purchase AUD 3,000,000 03/27/18 June 2018
sale RUB 134,000,000 03/28/18 June 2018

Finance lease agreement

Provisions for Cumulative depreciation

Leased property Initial cost the period and amortization Net amount
Land 3,246 - - 3,246
Building 23,093 598 1,579 21,514

TOTAL 26,339 598 1,579 24,760

Lease payments made

Lease Lease
Remaining lease payments
Residual
6
Finance lease payments – payments Between purchase
commitments financial year (cumulative) < 1 year 1 & 5 years > 5 years Total to pay price
Land - - - - 3,246 3,246 -
Building 1,184 3,225 1,294 9,390 13,941 24,625 -

TOTAL 1,184 3,225 1,294 9,390 17,187 27,871 -

Other commitments
Since all members of staff are corporate officers, no retirement benefits are owed.
Ubisoft Entertainment SA has committed to provide financial support to its subsidiaries in order to meet their cash flow requirements.

- Document de référence 2018 235

6 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

Staff Moreover, shadow stock options acquired after the assessment of

the internal and external conditions will only be paid in cash if the
At March 31, 2018, the staff consisted of five corporate officers. Ubisoft share price has increased compared to the base price set on
the day of the allocation (€69.155). The cash payment corresponds
Management compensation to the difference between the final fair market value of the share and
the baseline share price, per shadow stock option. The payment of
long-term compensation is also subject to remaining in office as a
Compensation of corporate executive officers Corporate Executive Officer.
The compensation of Yves Guillemot, Chairman and Chief Executive
The total gross compensation paid/owed by the Company to
Officer, for the financial year ended March 31, 2018, comprises the
Corporate Executive Officers during the financial year was
following components:
€1,602 thousand.
♦ fixed compensation, which amounts to €540,750 since April 1,
Corporate Executive Officers are not eligible for any severance or
2017;
non-compete indemnity, nor a supplementary pension scheme in
♦ annual variable compensation based on three quantitative criteria respect of their function in the Company.
and one qualitative criterion, which is subject to the approval of
the General Meeting called to approve the financial statements Compensation of corporate officers
for the past financial year;
In consideration – very partial – of the responsibilities assumed and
♦ long-term variable compensation through the allocation of also the time spent preparing Board and/or committee meetings
shadow stock options payable in cash. and actively participating therein, directors receive directors’ fees
The compensation of the Executive Vice Presidents for the consisting of a fixed component and a variable component.
financial year ended March 31, 2018 comprises the following The General Meeting of September 22, 2017 set the maximum annual
components: amount of directors’ fees that can be paid to members of the Board
♦ fixed compensation; of Directors and/or committees at €750 thousand.

♦ long-term variable compensation through the allocation of During the 2017/2018 financial year, members of the Board of
shadow stock options payable in cash. Directors received €503 thousand in directors’ fees.

The long-term variable compensation was validated on March 30, There are no agreements to compensate Board members if they
2018 by the Board of Directors, and relates to the allocation of resign or are dismissed without real cause, or if their employment
a number of shadow stock options of an equivalent value at the is terminated due to a public offering.
allocation date of €540,750 for the Chairman and Chief Executive No loans or advances were made to the Company’s directors under
Officer and €62,496 for each of the Executive Vice Presidents. Article L. 225-43 of the French Commercial Code.
The acquisition of the shadow stock options will take effect on
March 30, 2021 and is based:
Contingent assets and liabilities
(i) for 50%, on average Group EBIT (not a strictly accounting-
In accordance with Article No. 624-11 of French General Accounting
based indicator) calculated using the Group EBIT figures for
Plan (PCG), the breakdown of free shares that have not been
the 2017/2018, 2018/2019 and 2019/2020 financial years; and
exercised at the closing date is provided in Note 27.
(ii) for 50%, on the total shareholder return on Ubisoft stock (the
“Ubisoft TSR”) compared against the TSR of the NASDAQ
index (the “NASDAQ TSR”), both TSRs being calculated from Events after the reporting period
March 30, 2018 to March 29, 2021. None.

236 - Document de référence 2018

 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

NOTE 29 RELATED-PARTY TRANSACTIONS

Two main categories are identified: • the implementation of cash agreements allowing for centralized
management at parent company level of the bank accounts of
♦ relationships between the parent company and its subsidiaries
the majority of the Group companies;
the main transactions of which relate to:
• production subsidiaries billing the parent company for ♦ transactions with corporate officers.
development costs based on the progress of their projects, The five corporate officers of the Company hold management roles
for which they receive annual and long-term compensation and are
• the parent company invoicing sales and marketing subsidiaries
granted free preference shares and/or stock options. Information
for a contribution to development costs,
on these transactions can be found above.

- Document de référence 2018 237

6 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

6.3.4.11 Subsidiaries and shareholdings (March 31, 2018)

Reserves and
retained earnings
before allocation
Capital of earnings
(in thousands of (in thousands of
Country Currency currency units) currency units)
SUBSIDIARIES (AT LEAST 50% OF CAPITAL HELD)
Ubisoft Inc. United States US dollar 90,405 36,382
Ubisoft EMEA SAS France Euro 11,960 1,337
Ubisoft International SAS France Euro 50,008 764
Ubisoft France SAS France Euro 20,623 3,719
Ubisoft GmbH Germany Euro 11,950 7,965
Owlient SAS France Euro 80 (230)
Ubisoft Mobile Games SARL France Euro 29,088 1,367
Other French subsidiaries (1)
Other foreign subsidiaries (1)

TOTAL
Investments (between 10% and 50% of capital held)
(1) Detailed information on significant subsidiaries is provided individually. Other subsidiaries comprise a significant number of companies, but the value
of the shares is not significant.

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 Financial statements
Separate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2018

Carrying amount Loans and

of the investment held (in € thousands) advances
granted by the Sales Profit for the last
Percentage of Company and excluding tax financial year Dividends
capital held not yet repaid (in thousands of (in thousands of received
(as a%) Gross Net (in € thousands) currency units) currency units) (in € thousands)

100% 96,991 96,991 - 914,105 22,318 77,084

100% 55,158 55,158 - 582,192 3,181 40,940
100% 50,008 50,008 - 160,743 7,730 11,480
100% 22,872 22,872 - 57,949 3,813 2,960
100% 27,101 24,732 - 79,382 1,228 3,269
100% 20,094 20,094 - 7,616 1,874 17,300
100% 92,399 46,572 - 90,092 16,117 -
54,476 21,100 - - - 35,520
37,239 34,110 17,844 - - 14,671

456,338 371,637
- -

- Document de référence 2018 239

6 Financial statements
Statutory Auditors’ report on the separate financial statements

6.4 Statutory Auditors’ report on the separate financial

statements
This is a free translation into English of one of the statutory auditors’ general report issued in French language and it is provided
solely for the convenience of English speaking readers.
This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards
applicable in France.

To the General Meeting of the company Ubisoft Entertainment,

❙ OPINION
As mandated by your General Meetings, we conducted the audit of the separate financial statements of Ubisoft Entertainment in respect
of the financial year ended March 31, 2018, as attached to this report.
We hereby certify that, from the standpoint of French accounting rules and principles, the separate financial statements give a true and
fair view of the results obtained for the financial year in question and of the Company’s financial position and assets at the end of this year.
The opinion formulated above is consistent with the content of our report to the Audit Committee.

❙ BASIS FOR THE OPINION

Audit Guidelines
We conducted our audit in accordance with accepted professional standards in France. It is our view that the elements that we collected
are sufficient and adapted to base our opinion.
Our responsibilities under these standards are indicated in the section “Responsibilities of the Statutory Auditors relating to the audit
of the separate financial statements” in this report.

Independence
We conducted our audit in accordance with the applicable rules of independence, over the period from April 1, 2017 to the date of issue
of our report, and notably, did not provide services prohibited by Article 5, paragraph 1 of the (EU) Regulation No. 537/2014 or by the
Statutory Auditors’ Code of Ethics.

Comments
Without calling into question the opinion expressed above, we draw your attention to the following item presented in Note 2 “Comparability
of financial statements” in the notes to the separate financial statements regarding the first application of ANC Regulation No. 2015-05
regarding the recognition of forward financial instruments and hedging transactions beginning April 1, 2017.

❙ BASIS FOR OUR ASSESSMENT – KEY POINTS OF THE AUDIT

Pursuant to the provisions of Articles L. 823-9 and R. 823-7 of the French Commercial Code regarding the basis for our assessments,
we call your attention to the key points of the audit regarding the risks of material misstatements which, in our professional judgment,
were the most significant for the audit of the separate financial statements for the financial year, together with the responses we provided
to these risks.
Our assessments were made within the context of our audit of the separate financial statements as a whole and provided a basis for the
opinion expressed previously. We do not express an opinion on the items in the separate financial statements taken separately.

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 Financial statements
Statutory Auditors’ report on the separate financial statements

Assessment of the commercial software developed internally – impairment tests

Note 19 of the notes to the separate financial statements
Risk identified Response provided
As at March 31, 2018, the net carrying amount for the commercial software We have examined the procedures for conducting these impairment tests.
developed internally amounted to €719 million for a total statement of Our work notably consisted in:
financial position of €2,542 million. (1) Taking note of the internal control relating to the implementation of
these impairment tests and testing by survey the key controls
The intangible assets resulting from the development of commercial
implemented by the Company for these processes. Our procedure
software, once released, are amortized on a straight-line basis starting on
tests consisted in:
the commercial release date for a duration of 1 to 6 years.
♦ assessing the implementation of editorial control by the Company’s
Moreover, as indicated in Note 19 “Inventory value and changes during Executive Management;
the financial year” in the note “Intangible assets” in the notes to the ♦ assessing the portfolio review of software in production which aims
separate financial statements, the Company subjects the released to control the exhaustive accounting translation of editorial
commercial software to an impairment test at each closing date. Commercial discontinuation decisions;
software in production with a planned release date within 12 months after ♦ ensuring that the Board of Directors has approved the 3 year
the closing date, or for which an impairment loss indicator is identified is business plan.
also subject to an impairment test.These tests involve comparing the net (2) Our substance tests mainly consisted in:
carrying amount of the commercial software (after normally recognized ♦ conducting a retrospective analysis of the impairment tests carried
linear depreciation) to the expected future cash flows from the sale of the out by the Company over the previous financial years;
game. Impairment is recognized if the value-in-use is lower than the net ♦ comparing sales and profitability forecasts for the commercial
carrying amount of the commercial software. software used in the impairment tests with those underlying the
We have considered the impairment tests on commercial software Group’s 3 year business plan approved by the Board of Directors;
developed internally as a key point of the audit, given the particularly ♦ assessing the consistency of the future sales forecasts with regard
significant amount and the significant degree of judgment required by to available data or comparables (previous opus within the same
the Company to determine the value-in-use most often based on forecasts franchise, another similar commercial software with the same
of discounted cash flows for which achievement is inherently uncertain. comparable levels of functions, taking into account the level of
pre-orders for example).
We also assessed the relevant nature of the information provided in Note 19
“Inventory value and changes during the financial year” in the note
“Intangible assets” in the notes to the separate financial statements.

Assessment of equity investments

Notes 17 and 23 of the notes to the separate financial statements
Risk identified Response provided
At March 31, 2018, the equity investments are recorded in the statement In order to assess the amount of value in use of the equity investments
of financial position for a net carrying amount of €372 million, or 15% of determined by the Company, our work notably consisted in:
the total assets. ♦ assessing the relevance of the methodology used to determine the
value in use;
As indicated in Note 23, equity investments are subject to impairment
♦ comparing the proportions of net positions used to determine the
tests at each closing date to check that their net carrying amounts do not
value in use of equity investments with the financial statements
exceed their value-in-use.
for the investments, which were subject to an audit or analytical
The estimate of the value-in-use of the equity investments is calculated
according to the net position (possibly restated) of the subsidiary at that
date, the stock market value at the closing date if the Company is listed,
procedures;
♦ via interviews with the management team, assessing the main
assumptions and modalities selected to estimate value in use,
6
and/or taking into account medium-term profitability forecasts. particularly the long-term growth rate and the discount rate, by
Moreover, Note 17 indicates that provisions are recognized where risks referring to our experts where necessary;
and charges have a clearly defined purpose but are not certain to arise, ♦ checking the arithmetical accuracy of the value in use calculations
made likely by events that have occurred or are in progress.Thus, provisions made by your Company;
are recognized to cover subsidiaries’ negative equity. ♦ noting the recognition of a provision for risks if your Company has
committed to covering the losses of a subsidiary with negative
Due to the particularly significant net carrying amount of equity investments equity.
in the total statement of financial position, and the high degree of judgment
exercised by the Company as part of the estimate of value-in-use, especially
when it is based on forecast elements, we have considered that the
assessment of equity investments, and by extension the associated provisions
for risks are a key point in our audit.

❙ VERIFICATION OF THE MANAGEMENT REPORT AND THE OTHER DOCUMENTS

SENT TO SHAREHOLDERS
We have also carried out the specific verifications required by law, pursuant to professional standards applicable in France.

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6 Financial statements
Statutory Auditors’ report on the separate financial statements

Information provided in the management report and the other documents sent
to shareholders on the financial position and the separate financial statements
We have no comments regarding the accuracy and consistency with the separate financial statements of the information provided in
the management report prepared by the Board of Directors or in the other documents sent to shareholders concerning the financial
position and separate financial statements.

Corporate governance report

We certify the existence in the Board of Directors’ report on corporate governance of the information required by Articles L. 225-37-3
and L. 225-37-4 of the French Commercial Code.
With regard to the information provided pursuant to the provisions of Article L. 225-37-3 of the French Commercial Code, on the
compensation and benefits paid to corporate officers and on the commitments made in their favor, we verified their consistency with the
financial statements and with the data used in the preparation of these financial statements and, where appropriate, with items collected
by your Company from the companies controlling your Company, or controlled by it. Based on this work, we attest the accuracy and
truthfulness of such information.
Regarding the information on elements that your Company considered likely to have an impact in the event of a public takeover or swap
bid, provided pursuant to the provisions of Article L. 225-37-5 of the French Commercial Code, we have checked compliance with the
source documents provided to us. Based on this work, we have no comments to make on this information.

Other information
As required by law, we have ensured that the various information relating to equity and control investments and to the identity of the
holders of share capital or voting rights was provided to you in the management report.

❙ INFORMATION RESULTING FROM OTHER LEGAL AND REGULATORY OBLIGATIONS

Appointment of the Statutory Auditors

We were appointed as Statutory Auditors for Ubisoft Entertainment by your General Meeting of June 27, 2003 for KPMG Audit and of
September 29, 2016 for Mazars.
As at March 31, 2018, KPMG Audit was in its 15th year of uninterrupted work, including 15 years since the Company’s securities were
admitted to trading in a regulated market, and Mazars in its 2nd year of uninterrupted work.

❙ RESPONSIBILITIES OF THE MANAGEMENT TEAM AND THE PEOPLE COMPRISING THE

CORPORATE GOVERNANCE WITH REGARD TO THE SEPARATE FINANCIAL STATEMENTS
The management team is responsible for preparing separate financial statements that present a true and fair view, in accordance with
French accounting rules and principles, and implementing the internal control it considers necessary for preparing separate financial
statements that do not include material misstatements resulting either from fraud or errors.
When preparing the separate financial statements, the management team is responsible for assessing the Company’s ability to continue
its operations, and presenting in these financial statements, if applicable, the information on the continuation of operations, and applying
the accounting going-concern convention, unless it plans to liquidate the Company or cease its activity.
The Audit Committee is responsible for monitoring the financial information preparation process and the effectiveness of the internal
control and risk management systems, as well as, if applicable, internal audit, with respect to the procedures for the preparation and
processing of accounting and financial information.
The annual financial statements have been prepared by the Board of Directors.

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 Financial statements
Statutory Auditors’ report on the separate financial statements

❙ RESPONSIBILITIES OF THE STATUTORY AUDITORS RELATING TO THE AUDIT OF THE

SEPARATE FINANCIAL STATEMENTS

Audit objective and approach

We are responsible for preparing a report on the separate financial statements. Our aim is to obtain reasonable assurance that the
separate financial statements taken as a whole do not include material misstatements. Reasonable assurance corresponds to a high level
of assurance, without, however, guaranteeing that an audit conducted in accordance with professional standards would systematically
detect all material misstatements. Misstatements from fraud or resulting from errors are considered to be material when we can
reasonably expect that they may, taken individually or cumulatively, influence economic decisions that users of the financial statements
may take based on them.
As specified in Article L. 823-10-1 of the French Commercial Code, our assignment to certify the financial statements does not consist
in guaranteeing the viability or the management quality of your Company.
As part of an audit conducted in accordance with the professional standards applicable in France, the Statutory Auditor exercises his/
her professional judgment throughout the audit. Moreover:
♦ he/she identifies and assesses the risks that the separate financial statements include material misstatements from fraud or resulting
from errors, defines and implements audit procedures faced with these risks and collects the elements that he/she considers sufficient
and appropriate on which to base his/her opinion. The risk of non-detection of a material misstatement resulting from fraud is
higher than that of a misstatement resulting from an error, as the fraud may involve collusion, falsification, voluntary omissions,
false declarations or circumvention of internal control;
♦ he/she takes note of the relevant internal control for the audit in order to define the relevant audit procedures, and not with the aim
of expressing an opinion on the effectiveness of the internal control;
♦ he/she assesses the appropriate nature of the selected accounting principles and the reasonable nature of the accounting estimates
made by the management team, as well as the information on them provided in the separate financial statements;
♦ he/she assesses the relevant nature of the application of the going-concern accounting convention by the management team, and,
depending on the elements collected, the existence of a significant uncertainty with regard to the events or circumstances likely to
call into question the Company’s ability to continue its operations. This assessment is based on the elements collected up to the date
of his/her report, it being recalled that subsequent circumstances or events may call into question the continuation of operations. If
he/she concludes that there is a significant uncertainty, he/she calls the readers’ attention to the information provided in the separate
financial statements on the subject of this uncertainty, or, if this information is not provided or is not relevant, he/she formulates a
certification with reserves or refuses to certify;
♦ he/she assesses the overall presentation of the separate financial statements and assesses if the separate financial statements reflect
the underlying operations and events, in order to provide a true and fair view.

Report to the Audit Committee

We provide a report to the Audit Committee presenting notably the scope of the audit work and the work program implemented, as
well as the conclusions resulting from our work. We also draw its attention, if applicable, to the significant weaknesses of the internal
control that we have identified with respect to the procedures for the preparation and processing of accounting and financial information.
6
Amongst the elements communicated to the Audit Committee are the risks of material misstatements that we have considered to be the
most important for the audit of the separate financial statements for the financial year, and that constitute as such the key points of the
audit, which we are responsible for describing in this report.
We also provide the Audit Committee with the declaration provided for by Article 6 of (EU) Regulation No. 537-2014 confirming
our independence under the meaning of the rules applicable in France as set notably by Articles L. 822-10 to L. 822-14 of the French
Commercial Code, and the Statutory Auditors’ Code of Ethics. If applicable, we discuss with the Audit Committee the risks weighing on
our independence and the safeguard measures applied.

Rennes and Nantes, May 30, 2018

Statutory Auditors

KPMG Audit MAZARS

Vincent Broyé Arnaud Le Néen

- Document de référence 2018 243

6 Financial statements
Statutory Auditors’ special report on regulated agreements and commitments

6.5 Statutory Auditors’ special report on regulated

agreements and commitments
This is a free translation into English of one of the statutory auditors’ report on regulated agreements and commitments issued in
French language and it is provided solely for the convenience of English speaking readers.
This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards
applicable in France.

To the General Meeting of the company Ubisoft Entertainment,

In our capacity as Statutory Auditors of your company, we hereby report to you on regulated agreements and commitments.
We are required to inform you, based on the information provided to us, of the principal terms and conditions as well as the reasons
explaining their interest for the Company of the agreements and commitments brought to our attention or which we may have discovered
during the course of our mission, without expressing an opinion on their usefulness and appropriateness or identifying such other
agreements and commitments, if any. It is your responsibility, under the terms of Article R. 225-31 of the French Commercial Code, to
assess the interest in entering into such agreements and commitments for the purpose of approving them.
Furthermore, we are required to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code relating
to the performance, during the past financial year, of agreements and commitments previously approved by the General Meeting, if any.
We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of
Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this assignment. These procedures consisted in
verifying the consistency of the information we were provided with the source documents.

❙ AGREEMENTS AND COMMITMENTS SUBMITTED FOR THE APPROVAL OF THE GENERAL

MEETING
Pursuant to Article L. 225-40 of the French Commercial Code, we were informed of the following agreements and commitments which
were subject to prior authorization from your Board of Directors.
Prepaid forward contract signed with Crédit Agricole Corporate and Investment Bank (CACIB)
♦ Co-contracting entity: Crédit Agricole Corporate and Investment Bank (CACIB).
♦ Indirectly involved legal entity: Vivendi SA, shareholder holding over 10% of the voting rights in the Company at the time the contract
was signed.
♦ Purpose and type: Prepaid forward contract concerning the acquisition by Ubisoft Entertainment SA of 4,545,454 own shares at the
price of €66 per share, to be settled by the delivery of securities – the said shares being subject to a structured transaction in the form
of a forward sale signed by Vivendi SA to CACIB at the price of €66 per share maturing on October 1, 2018.
♦ Terms and conditions: Contract signed on March 20, 2018 maturing on March 22, 2021 (or earlier on Ubisoft Entertainment SA’s
initiative).
♦ Reasons selected by the Board to justify its interest in the Company: Puts an end to an uncertain situation and disagreement prejudicial
to the Company, its shareholders and its employees.
Swap contract on Ubisoft Entertainment SA shares signed with Crédit Agricole Corporate and Investment Bank
(CACIB)/Agreement for cash assignment by way of a security
♦ Co-contracting entity: Crédit Agricole Corporate and Investment Bank (CACIB).
♦ Indirectly involved legal entity: Vivendi SA, shareholder holding over 10% of the voting rights in the Company at the time the contract
was signed.
♦ Purpose and type: Swap contract concerning 3,045,455 Ubisoft Entertainment SA shares at the price of €66 per share, to be settled
either in cash (Ubisoft Entertainment SA benefiting or bearing the valuation differences), or by the delivery of securities against
payment of the price – the said shares being subject to a structured transaction in the form of a forward sale signed by Vivendi SA
to CACIB at the price of €66 per share maturing October 1, 2018. The swap contract includes an agreement for cash assignment
guaranteeing the correct execution by Ubisoft Entertainment SA of its obligations.

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 Financial statements
Statutory Auditors’ special report on regulated agreements and commitments

♦ Terms and conditions: Contract signed on March 20, 2018 maturing on March 22, 2021 (or earlier on Ubisoft Entertainment SA’s
initiative).
♦ Reasons selected by the Board to justify its interest in the Company: Puts an end to an uncertain situation and disagreement prejudicial
to the Company, its shareholders and its employees.
“Standstill” agreement signed with Vivendi SA
♦ Co-contracting entity: Vivendi SA.
♦ Involved legal entity: Vivendi SA, shareholder holding over 10% of the voting rights in the Company at the time the contract was signed.
♦ Purpose and type: Agreement stipulating that Vivendi SA and/or any individual or legal entity, controlling (alone or in concert) or
controlled, directly or indirectly by Vivendi SA, shall refrain from (i) acquiring, proposing or agreeing to acquire shares or securities
giving access, directly or indirectly, to the capital of Ubisoft Entertainment SA, (ii) announcing or ensuring that a third party announces
a public takeover bid for Ubisoft Entertainment SA as well as all groupings or extraordinary transactions concerning the capital or
assets of Ubisoft Entertainment SA or any company, controlling or controlled, directly or indirectly by Ubisoft Entertainment SA
and (iii) undertaking any discussions, negotiations, arrangements or understandings with any third parties or making any public
announcements with regard to (i) and (ii) above.
♦ Agreement signed on March 20, 2018 for a duration of 5 years (normal maturity of the agreement planned for March 22, 2023).
♦ Reasons selected by the Board to justify its interest in the Company: Ensures a context of stability and positive momentum for the
Company, its shareholders and its employees.

❙ AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL MEETING

We hereby inform you that we have not been advised of any agreement or commitment previously approved by the General Meeting
that remained in effect during the financial year.

Rennes and Nantes, May 30, 2018

Statutory Auditors

KPMG Audit MAZARS

Vincent Broyé Arnaud Le Néen

- Document de référence 2018 245

6 Financial statements
Ubisoft (parent company) results for the past five financial years

6.6 Ubisoft (parent company) results for the past five

financial years

Financial year 20103/2014 2014/2015 2015/2016 2016/2017 2017/2018

Capital (in €) 8,200,040 8,478,237 8,710,056 8,752,233 8,652,490
Number of ordinary shares 105,806,973 109,396,612 112,387,818 112,932,041 111,631,149
Number of preference shares - - - - 13,883
Number of preference shares - - - - -
Maximum number of shares to be created: 12,742,995 8,307,244 7,283,147 14,980,048 13,431,223
through the exercise of stock options 9,859,628 4,875,020 2,634,721 2,387,422 2,171,411
through the allocation of free shares 2,883,367 3,432,224 4,648,426 5,285,356 3,952,542
through the conversion of OCÉANE bonds - - - 7,307,270 7,307,270
Sales (in € thousands) 786,733 1,100,316 1,199,870 1,319,663 1,550,694
Net profit (loss) before tax, investments and provisions
(in € thousands) 243,524 568,900 453,577 406,234 779,359
Income tax (in € thousands) 3,342 (25,741) 5,162 52,220 2,176
Employee profit-sharing - - - - -
Net income after tax, investments and provisions (in € thousands) (184,120) 150,700 (105,306) (104,869) 215,808
Distributed earnings - - - - -
Per share, profit (loss) after tax, before provisions (in €) 2.30 4.97 4.55 4.06 7.00
Per share, profit (loss) after tax and provisions (in €) (1.74) 1.38 (0.94) (0.92) 1.93
Dividend per share - - - - -
Average headcount 5 5 5 5 5
Payroll (1) (in € thousands) 649 949 789 1,185 1,324
Social security contributions and employee benefits
(in € thousands) 272 438 283 549 965
(1) Compensation of one corporate officer recognized as subcontracting was not included

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7 Information on the Company
and its Capital
7.1 LEGAL INFORMATION 248 7.3 SHARE OWNERSHIP 258
7.1.1 Information about the 7.3.1 Changes in capital in the
company 248 last three financial years
7.1.2 Articles of Association 248 and up to May 17, 2018 258
7.1.3 Factors likely to have an 7.3.2 Employee stock ownership
impact in the event of a through the company
public offering 250 mutual fund (FCPE) 259
7.3.3 Breakdown of capital
and voting rights 260
7.2 SHARE CAPITAL 251
7.2.1 Capital as at March 31, 2018 251
7.4 SECURITIES MARKET 264
7.2.2 Potential capital as at
March 31, 2018 252 7.4.1 Provider of securities
services 264
7.2.3 Financial authorizations 252
7.4.2 Ubisoft share data 264
7.2.4 Share buyback 254
7.4.3 Change in the share price
over the last 24 months 265
7.4.4 OCÉANE bonds and bonds 266

7.5 FINANCIAL
COMMUNICATION 267
7.5.1 Documents available
to the public 267
7.5.2 Financial reporting
calendar for the 2018/2019
financial year 267

- 2018 Registration Document 247

7 Information on the Company and its Capital
Legal information

7.1 Legal information

❙ 7.1.1 INFORMATION ABOUT THE COMPANY

Corporate name Ubisoft Entertainment

Registered office 107, avenue Henri-Fréville – BP 10704 – Rennes (35207) Cedex 2
French Corporation (Société Anonyme) with a Board of Directors governed by French law
(particularly the provisions of the French Commercial Code applicable to commercial
Legal information companies), as well as by its Articles of Association and internal rules of procedure.
The Company was incorporated on March 28, 1986 and registered by Trade and Companies
Register on April 9, 1986 for a term of 99 years, unless such term is extended or the Company
Date of incorporation and term is dissolved at an earlier date
335 186 094 RCS RENNES
Trade and companies register APE code: 5821Z
The Company’s legal documents may be consulted at its business address
Place where legal documents may be consulted at 28, rue Armand-Carrel – 93100 Montreuil-sous-Bois, France, or at its registered office.
Financial year The financial year runs from April 1 to March 31

❙ 7.1.2 ARTICLES OF ASSOCIATION Form of shares and identification

of shareholders (Article 5 of the Articles
Amendments to the Articles of Association are made by decision
of the Extraordinary General Meeting. of Association)
Fully paid-up ordinary shares may be registered or bearer shares,
depending on the preference of the shareholder, subject to applicable
Corporate purpose (Article 3 of the Articles
legal and regulatory provisions.
of Association)
Preference shares of the Company must be registered and may not
The Company has the following purpose, in France and abroad, be contractually divided.
both directly and indirectly:
The shares of the Company require book-entry under the terms and
♦ the creation, production, publishing and distribution of all kinds conditions required by applicable legal and regulatory provisions.
of multimedia, audiovisual and IT products, especially video Ordinary shares are conveyed by transfer between accounts.
games, educational and cultural software, cartoons and literary, Preference shares are not transferable.
cinematographic and television works on any media, current
or future; The Company may at any time, in accordance with the legal and
regulatory provisions, request information from the French securities
♦ the distribution of all kinds of multimedia and audiovisual clearing organization (SICOVAM) to allow the Company to identify
products, especially through new communication technologies shareholders granted either immediate or future voting rights in
such as networks and online services; Shareholders’ General Meetings, as well as the number of shares
♦ the purchase, sale and, in general, all forms of trading, including held by any one shareholder and, where applicable, any restrictions
both import and export, via rental or otherwise, of any computer to which the shares may be subject.
and word-processing hardware with its accessories, as well as
any hardware or products for reproducing sound and pictures;
Crossing of legal thresholds
♦ the marketing and management of all IT, data-processing and (Article 6 of the Articles of Association)
word-processing computer programs;
Without prejudice to the thresholds provided for in Article L. 233-7
♦ consulting, support, assistance and training relating to any of of the French Commercial Code, any shareholder acting alone or in
the above-mentioned fields; concert with others who directly or indirectly comes to own at least
♦ the investment by the Company in any operation that may relate 4% of the Company’s capital or voting rights, or a multiple of this
to its purpose, by the creation of new companies, the subscription percentage that is less than or equal to 28%, is required to inform
or purchase of shares or corporate rights, by mergers or by other the Company by registered letter with acknowledgment of receipt
means; and sent to the registered office within the period prescribed in Article
L. 233-7 of the French Commercial Code of the total number of
♦ in general, any operation related directly or indirectly to the
shares, voting rights and securities ultimately granting entitlement
above purpose or similar and related purposes likely to promote
to the Company’s capital.
the Company’s development.
The disclosure upon crossing any threshold equal to a multiple of
4% of the capital or voting rights as set out in the above paragraph

248 - 2018 Registration Document

 Information on the Company and its Capital
Legal information

should also be made when the interest in the capital or voting rights • the Weighted Share Price on the basis of which preference
falls below one of the aforementioned thresholds. shares may give rights to conversion (“Minimum Share
Price”), which may not be lower than:
Shareholders who fail to disclose that they have crossed such
thresholds will forfeit their voting rights under the conditions set - the opening price of ordinary shares on Euronext Paris on
forth in Article L. 233-14 of the French Commercial Code, upon the date of allocation (“Daily Price”),
request – recorded in the minutes of the General Meeting – of one - or the average opening price of ordinary shares over the 20
or more shareholders who together own at least 5% of the capital
trading days prior to their allocation (“20-day Average”);
or voting rights in the Company.
• the target share price on the Conversion Date beyond which
the number of ordinary shares resulting from conversion does
Rights and obligations attached to shares not increase any further (“Maximum Share Price”). This
(Article 7 of the Articles of Association) may not be lower than the Daily Price or the 20-day Average,
plus a percentage to be defined by the Board of Directors based
I. Rights attached to ordinary shares: Each ordinary share
on the resolutions of the General Meeting authorizing bonus
gives rights to ownership of the corporate assets and the liquidation
allocations of preference shares.
dividend equal to the proportion of the capital that it represents.
2.3 Conversion methods: Subject to fulfillment of the
Voting rights double those conferred on other shares, based on the
conversion conditions, preference shares will be converted
proportion of the share capital they represent, are granted to all
into ordinary shares by the Company on the Conversion
fully paid-up shares that are shown to have been registered in the
Date using one of the following methods determined by
name of the same shareholder for at least two years. In the event
the Board of Directors when they were allocated:
of a share capital increase via the capitalization of reserves, profits
or issue premiums, this right is also conferred at the date of issue • either automatically on the Conversion Date;
on registered shares granted free of charge to a shareholder on the • or at the request of the holder from the Conversion Date up
basis of ownership of existing shares that enjoy this right. until a deadline determined by the Board of Directors, after
II. Rights attached to preference shares: Preference shares do which the preference shares will be converted automatically
not have a preferential subscription right for any capital increase or if the holder has not initiated conversion during this period.
transaction with a right to ordinary shares. However, the conversion Conversion at the initiative of the holder must comply with
ratio referred to in section 2.2 below will be adjusted to preserve legal rules and regulations relating to insider trading.
the rights of holders of preference shares. All preference shares converted will be fully fungible with ordinary shares
III. Features of preference shares on their Conversion Date and will carry immediate dividend rights.
1. Right to the liquidation dividend and right to dividends: Each 3. Voting rights
preference share gives right, up until the Conversion Date, to a Preference shares have no voting rights in Ordinary and
liquidation dividend equal to the to the proportion of the share Extraordinary Meetings of the holders of ordinary shares, it being
capital that it represents. Each preference share will have a specified that they have voting rights in Special Meetings of holders
dividend distribution right equal to 1% of the distribution right. of preference shares.
2. Conversion:
2.1 Conversion Date: As preference shares may only be issued General Meetings (Article 13 of the Articles
in the context of a free share grant, the conversion date of Association)
(“Conversion Date”) is directly linked to the vesting or
retention periods provided for in the free share plan. Under General Meetings will consist of all shareholders of Ubisoft
no circumstances may this take place until a minimum Entertainment SA, with the exception of the Company itself. They
period of four years has elapsed. represent the totality of shareholders.

2.2 Conversion conditions: The number of ordinary shares They will be convened and deliberate under the conditions prescribed
that may result from conversion is calculated using a by the French Commercial Code. General Meetings are held at the
conversion ratio determined by the Board of Directors registered office or at any other venue indicated in the convening
based on the volume-weighted average trading price of notice. They are chaired by the Chairman of the Board of Directors
the Company’s shares over a period to be defined by the
Board of Directors (“Weighted Share Price”) on the
or, in his absence, by a director appointed for this purpose by the
General Meeting. 7
Conversion Date (“Conversion Ratio”). It is specified The right to participate in Shareholders’ General Meetings is subject
that the Board of Directors will determine, on the date of to fulfillment of the formalities provided for under applicable
allocation: regulations in force. Shareholders may vote by postal form or by
proxy form subject to the requirements of legal and regulatory
provisions.

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7 Information on the Company and its Capital
Legal information

In accordance with the decision of the Board of Directors published Restrictions on exercising voting rights and
in the notice of meeting and/or convening notice, shareholders transferring shares set forth in the Articles
may participate in Shareholders’ General Meetings (by means of
video-conferencing or vote using all means of telecommunication
of Association – Clauses of agreements
or remote transmission, including internet), under the conditions brought to the Company’s attention
prescribed by the applicable regulations in force. Article 6 of the Articles of Association, referred to in section 7.1.2
In the event of such a decision by the Board of Directors, shareholders above, states that shareholders who fail to notify the Company that
may send their proxy forms or postal voting forms, either on paper the threshold of 4% (or any multiple thereof) of the capital or voting
or by means of telecommunications or remote transmission, in rights has been crossed will forfeit their voting rights.
compliance with the deadlines applicable under laws and regulations. In application of Article L. 233-11 of the French Commercial Code,
When remote transmission is used (including electronic means), the the Autorité des Marchés Financiers (AMF) has made public the
electronic signature may take the form of a process that meets the main clauses of the investment agreement signed on March 20,
requirements set out in the first sentence of the second paragraph 2018 between Tencent Mobility Limited (Tencent) and the Company
of Article 1316-4 of the French Civil Code. (Decision and information No. 218C0646) as stipulated in 2° of
Article L. 225-37-5 of the French Commercial Code.
Distribution of earnings
(Article 16 of the Articles of Association) Owners of securities conferring special
Earnings consist of income for the financial year after deduction of rights of control over the Company
operating expenses, allowances for depreciation and amortization Article 7 of the Articles of Association, referred to in section 7.1.2
and provisions. The following are deducted from earnings for the above, stipulates that a double voting right is assigned to all ordinary
financial year after deducting any prior-period losses: shares registered in the name of the same shareholder for at least
♦ amounts to be allocated to reserves in accordance with the law two years. Subject to this caveat, there are no securities conferring
and the Articles of Association and, in particular, at least 5% to special rights of control as referred to in 4° of Article L. 225-37-5
make up the legal reserve. This allocation is no longer required of the French Commercial Code.
once the legal reserve reaches one tenth of the share capital
but resumes if, for any reason, the legal reserve falls below this
Control mechanisms under employee
fraction; and
stock ownership plans, if any, where
♦ any amounts which the General Meeting, on a proposal from the employees do not exercise control
the Board of Directors, deems appropriate to allocate to any
extraordinary or special reserves or to carry forward as retained themselves
earnings. Under the rules of the mutual funds Ubi Actions and Ubi Share
The balance will be distributed to the shareholders. However, except Ownership (the “FCPE”), the Supervisory Boards will exercise
in the event of capital reductions, no distribution may be made voting rights at the Company’s General Meetings and decide on the
to shareholders where the shareholders’ equity is, or would be if contribution of securities, particularly in the case of a public offering.
such distribution were to take place, less than the amount of the At March 31, 2018, the mutual funds held 3.475% of the share capital
capital plus reserves that are non-distributable under the law or and 3.452% of the theoretical voting rights, or 3.504% of the voting
the Articles of Association. rights that can be exercised at the General Meeting.
The General Meeting may, in accordance with the provisions of
Article L. 232-18 of the French Commercial Code, propose the Shareholder agreements known to the
option of payment of the interim or final dividend in new shares
of the Company.
Company that could lead to restrictions on
transferring shares or exercising voting rights
The Company has no knowledge of any shareholder agreement
❙ 7.1.3 FACTORS LIKELY TO HAVE AN IMPACT referred to in 6° of Article L. 225-37-5 of the French Commercial
IN THE EVENT OF A PUBLIC OFFERING Code that could lead to restrictions on transferring shares or
exercising voting rights.
Pursuant to Article L. 225-37-5 of the French Commercial Code, the
following factors may have an impact in the event of a public offering.
Rules governing the appointment and replacement
of members of the Board of Directors and
Structure of the Company’s share capital
amendment of the Articles of Association
and direct or indirect shareholdings known
to the Company The rules governing the appointment and removal of members of the
Board of Directors and amendments to the Articles of Association
The structure of the Company’s share capital, as well as the are consistent with the law and the Articles of Association.
investments of which the Company is aware pursuant to Articles
L. 233-7 and L. 233-12 of the French Commercial Code, are presented
respectively in section 7.3 – Share ownership.

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Share capital

Powers of the Board of Directors the Company, but for reasons of confidentiality it seems unwise to
in the event of a public offering specify the nature of these contracts.
As regards the share purchase and/or subscription option plans
In accordance with the resolution adopted by the General Meeting
(the “Option”) and the free share plans (the “Shares”), with the
on September 22, 2017, the Board of Directors may not implement
exception of those relating to Corporate Executive Officers, in the
the Company’s share buyback program during a public offering on
event of a change of control of Ubisoft Entertainment SA within
the Company’s shares. A proposal tabled before the General Meeting
the meaning of Article L. 233-3 of the French Commercial Code,
on June 27, 2018 will seek to maintain this restriction.
these plans shall immediately cease to be contingent upon of, on
Furthermore, following the amendment of Article L. 233-32 of the one hand, the beneficiaries being, on the date of exercise of the
the French Commercial Code by Law No. 2014-384 of March 29, Option(s) or change in ownership of the Shares, employees, and,
2014 on reclaiming the real economy (the “Florange Law”), the on the other hand, the achievement of the performance conditions,
authorization to issue shares and securities with or without where applicable.
preferential subscription rights, submitted for approval to the
General Meeting of September 22, 2017, prohibited the Board of
Directors from initiating such issuance during a public offering for Agreement to compensate Board members
the Company’s shares. if they resign or are unfairly dismissed, or
if their employment is terminated due to a
Agreements made by the Company that are public offering
amended or terminated upon a change in There are no specific agreements providing for compensation in
control the event of termination of the appointment of corporate officers
of Ubisoft Entertainment SA.
There are certain agreements made by the Company that would
be amended or terminated in the event of a change in control at

7.2 Share capital

❙ 7.2.1 CAPITAL AS AT MARCH 31, 2018 of which 111,631,149 category A ordinary shares and 11,474 category
B-1 preference shares and 2,409 category B-2 preference shares,
As at March 31, 2018, the number of shares outstanding totaled equivalent to a share capital of €8,652,489.98. Preference shares
111,645,032 fully paid-up shares with a par value of €0.0775 each, have no voting rights.

The following table shows the number of shares created and/or canceled between April 1, 2017, and March 31, 2018:

AT 04/01/17 112,932,041 SHARES

Exercise of subscription options 616,119 shares
Free ordinary share grants 929,139 shares
Free preference share grants 13,883 shares
Capital increase reserved for employees 967,480 shares
Cancellation of own shares (see 7.2.4.2)
AT 03/31/18
(3,813,630) shares
111,645,032 SHARES 7

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Share capital

❙ 7.2.2 POTENTIAL CAPITAL AS AT MARCH 31, 2018

Free share grants (see 4.2.3.5) Number of potential shares Potential dilution
Attendance and/or performance conditions 3,952,542 3.42%

Share subscription options (see 4.2.3.6) Number of potential shares Potential dilution

Plans 26, 27, 28, 29, 30, 31, 32, 33, 34,
Open and not open 35, 36 and 37 2,171,411 1.91%

OCEANE bonds (see 7.4.4.1) (1) Number of potential shares Potential dilution

Number of OCEANE bonds 7,307,270 6.41%
(1) Issuance on September 27, 2016 of bonds with the option of conversion into and/or exchange for new or existing shares (OCEANE), maturing in 2021, admitted to trading on the
open market (Freiverkehr)

❙ 7.2.3 FINANCIAL AUTHORIZATIONS

7.2.3.1 Authorizations in force or used during the financial year ended March 31, 2018
The table below summarizes (notably in application of the provisions of Article L. 225-37-4, 3° of the French Commercial Code), the
current valid delegations in respect of the past financial year or those that expired and that were used during the past financial year.

Issuance or
Duration Date of cancelation
Date of the Meeting Expiry use (12) from 04/01/17
Type Resolution date Maximum use 2017/2018 at 03/31/18
09/29/16 18 months 10% of the share capital
17th resolution (1) 03/28/18 Maximum purchase price: €60
Share buyback See 7.2.4
09/22/17 18 months 10% of the share capital
20th resolution 03/21/19 Maximum purchase price: €75
Reduction in capital 09/22/17 18 months 10% of the share capital See 7.2.4 (3,813,630)
by cancelation of 21st resolution 03/21/19 per 24 month period 11/17/17
treasury shares 03/30/18
09/23/15 26 months €10 million 05/09/17 (9) 336,173 (2)
12th resolution (1) 11/22/17 06/15/17 (9)
Capital increase by capitalization
of reserves, earnings, premiums 09/22/17 26 months €10 million 09/25/17 (10) 606,849
or other 22nd resolution 11/21/19 10/05/17 (9)
10/25/17 (9)
12/12/17 (10)
Capital increase with preferential 09/22/17 26 months In capital: €1,450 thousand N/A N/A
subscription rights preserved 23rd resolution (2) 11/21/19 Debt securities: €400 million (8)
Capital increase with waiving 09/22/17 26 months In capital: €850 thousand (5) N/A N/A
of preferential subscription rights 24th resolution (2) 11/21/19 Debt securities: €400 million (8)
by way of a public offering
Capital increase with waiver 09/22/17 26 months In capital: €850 thousand (5) N/A N/A
of preferential subscription rights 25th resolution (2) 11/21/19 Debt securities: €400 million (8)
by way of a private placement

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Share capital

Issuance or
Duration Date of cancelation
Date of the Meeting Expiry use (12) from 04/01/17
Resolution date Maximum use 2017/2018 at 03/31/18
Determination of the subscription 09/22/17 26 months In capital: €850 thousand (5) N/A N/A
price as part of a capital increase 26th resolution (2) (3) 11/21/19 Debt securities: €400 million (8)
with cancelation of preferential
subscription rights
Capital increase as consideration 09/22/17 26 months 10% of the share capital N/A N/A
for contributions in kind 27th resolution (2) 11/21/19 at 09/22/17 (5) (8)
€850,000
Capital increase reserved 09/29/16 18 months
for employees of subsidiaries (outside 20th resolution (1) (4) 03/28/18
France), other than members 1% of the share capital on 02/08/17 (11)
of the Group savings plan (PEG) the date of the Board decision 05/16/17 (11) 967,480 shares
1,140,523 shares (6) (11) 06/16/17 (11) issued (11)
Capital increase reserved for 09/29/16 18 months €88,391 in nominal 07/27/17 (11)
categories of beneficiaries as part 21st resolution (1) (4) 03/28/18
of an employee share offering
Capital increase for the benefit 09/22/17 26 months
of employees subscribing to 28th resolution (2) 11/21/19
the Group savings plan (PEG)
Capital increase reserved 09/22/17 18 months
1.50% of the share capital 1,565,152 shares
for employees of subsidiaries 29th resolution (2) 03/21/19
on the date of the Board 01/25/18 (12) maximum to be
(outside France), other than members
decision (7) issued (12)
of the Group savings plan (PEG)
Capital increase reserved 09/22/17 18 months
for categories of beneficiaries as 30th resolution (2) 03/21/19
part of an employee share offering
09/23/15 38 months 1.30% of the share capital 06/27/17 432,000
22nd resolution (4) 11/22/18 on the date of the Board 09/22/17 options granted
♦ Employees decision 12/12/17
♦ Executive
Allotment of share purchase Committee
or subscription options
09/23/15 38 months 0.05% of the share capital on N/A N/A
23rd resolution (4) 11/22/18 the date of the Board decision
♦ Corporate
Executive Officers
09/23/15 38 months 1.70% of the share capital on N/A N/A
20th resolution (4) 11/22/18 the date of the Board decision
♦ Employees (0.25% maximum in preference
♦ Executive shares)
Free share grants Committee
09/23/15 38 months 0.05% of the share capital on N/A N/A
21st resolution (4) 11/22/18 the date of the Board decision
♦ Corporate (preference shares only)
Executive Officers
(1) The unused portion of this authorization was canceled by the General Meeting of September 22, 2017, which adopted a similar resolution
(2) Charged against the overall limit of €4 million set by the General Meeting of September 22, 2017 (33 3rd resolution)
(3) Weighted average of the prices for the last three trading days preceding the issue with a maximum discount of 5% or the last known closing price before the date the price is set

7
(4) Charged against the overall limit of €4 million set by the General Meeting of September 23, 2015 (24thth resolution)
(5) Shared ceiling of 24tht, 25
5th, 266thh and 27
7thh resolutions of the General Meeting of Septemberr 22, 2017
(6) Shared ceiling of 19th, 20thh and 21stt resolutions of the e General Meeting of Septemberr 29, 2016
(7) Shared ceiling of 288th, 29thh and 30thh resolutions of thee General Meeting of Septemberr 22, 2017
(8) Shared ceiling for all debt securities for which the issuance is delegated to the Board of Directors by the General Meeting of September 22, 2017
(9) Free ordinary share allocation plans: May 14, 2013, June 17, 2013, October 9, 2013 and October 29, 2013
(10) Free preference share allocation plans: September 24, 2014 and December 16, 2014
(11) 967,480 shares issued on July 27, 2017 of the 1,140,523 maximum number of shares that may be issued pursuant to the decision of February 8, 2017 to launch the transaction
completed on May 16, 2017 and of the implementation on June 16, 2017 having set the subscription price at €41.77 and the subscription period
(12) Ceiling set at 1.40% of the existing number of shares at December 31, 2017, following the Board of Directors for the launch on January 25, 2018 (i.e. a maximum
of 1,565,152 ordinary shares to be issued subject to the implementation by the Board of Directors setting the subscription price and subscription period: Capital
increase scheduled for June 28, 2018)

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7 Information on the Company and its Capital
Share capital

7.2.3.2 Authorizations submitted to the vote of the Shareholders’ General Meeting

of June 27, 2018
Date of the
Meeting Duration Maximum authorized
Type Resolution Expiry date (Par value)
Share buyback (1) 06/27/18 18 months 10% of the share capital
12th resolution 12/26/19 Maximum purchase price: €120
Reduction in capital by cancelation of treasury shares 06/27/18 18 months 10% of the share capital per 24 month period
13th resolution 12/26/19
Capital increase for the benefit of employees subscribing 06/27/18 26 months
to the Group savings plan (PEG) (6) 14th resolution 08/26/20 1.50% of the number of shares comprising the
Capital increase reserved for employees of subsidiaries 06/27/18 18 months Company’s share capital at the date of the Board
(outside France), other than members of the Group savings 15th resolution 12/26/19 of Directors’ decision to proceed with the capital
plan (PEG) (6) increase(s)
Capital increase reserved for categories of beneficiaries 06/27/18 18 months Maximum discount: 15%
as part of an employee share offering (6) 16th resolution 12/26/19
Free performance share grants (6) 06/27/18 38 months 1.50% of the number of shares comprising the
♦ Employees (2) 17th resolution 08/26/21 Company’s share capital at the date of the Board
♦ Executive Committee (3) of Directors’ allocation decision
Allotment of share purchase or subscription options (6) 06/27/18 38 months 1% of the number of shares comprising the
♦ Employees 18th resolution 08/26/21 Company’s share capital at the date of the Board
♦ Executive Committee (4) of Directors’ allocation decision
Shared ceiling with the 19th resolution
Allotment of share purchase or subscription options (6) 06/27/18 38 months 0.20% of the number of shares comprising the
♦ Corporate Executive Officers of the Company (5) 19th resolution 08/26/21 Company’s share capital at the date of the Board
of Directors’ allocation decision
Ceiling charged against the overall limit of the
18th resolution
(1) Except during a public offering period
(2) Subject to individual attendance and performance conditions assessed over at least 4 years/vesting period: 4 years
(3) Subject to internal attendance and individual performance (1/3) assessed over at least 4 years, internal performance condition assessed over at least 3 financial years (1/3 on the basis of
the average Group non-IFRS EBIT) and external performance condition assessed over at least 3 years (1/3 according to the performance of the Ubisoft Share compared to a panel of
companies)/vesting period: 4 years
(4) Subject to internal attendance and internal performance condition assessed over at least 3 financial years (50% on the basis of the average Group non-IFRS EBIT) and external performance
condition assessed over at least 3 years (50% according to the performance of the Ubisoft Share compared to a panel of companies)/exercise period at the earliest after 4 years
(5) Subject to continued capacity as Corporate Executive Officer and internal performance condition assessed over at least 3 financial years (50% on the basis of an average Group
non-IFRS EBIT) and external performance condition assessed over at least 3 years (50% according to the performance of the Ubisoft Share compared to a panel of companies)/exercise
period at the earliest after 4 years
(6) Charged against the overall limit of €4 million set by the General Meeting of September 22, 2017 (33rd resolution)

❙ 7.2.4 SHARE BUYBACK September 29, 2016 (the “2016 General Meeting”) allowing the
Company, in accordance with Article L. 225-209 of the French
This section includes the information required under Article L. 225- Commercial Code, to purchase, on or off the market, a number of
211 of the French -Commercial Code, together with the information shares representing up to 10% of the Company’s share capital on the
to be included in the description of the share buyback program purchase date, for the purposes stipulated by European Regulation
pursuant to Articles 241-2 and 241-3 of the General Regulations of no. 2273/2003 of December 22, 2003 (2016 General Meeting) or by
the Autorité des Marchés Financiers (AMF). European Regulation no. 596/2014 (2017 General Meeting) as well
as the framework for market practices authorized by the Autorité
7.2.4.1 Legal framework des Marchés Financiers (AMF) (the “Share buyback program(s)”).
The Combined General Meeting of September 22, 2017 (the “2017 The 2016 and 2017 General Meetings also authorized the Board of
General Meeting”) renewed the authorizations previously granted Directors to reduce the share capital by cancelation of the shares
to the Board of Directors by the Combined General Meeting of purchased under the Share Buyback Programs.

7.2.4.2 Situation at March 31, 2018

Percentage of own shares held directly and indirectly 1.42%
Number of shares in portfolio (1) 1,587,176
Portfolio book value €86,103,219.54
Portfolio market value  (2)
€108,753,299.52
(1) Breakdown by purpose below
(2) Closing price at 03/29/18 (market closed on 03/30 and 03/31/18): €68.52

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Share capital

NUMBER OF SHARES HELD BROKEN DOWN BY PURPOSE AT MARCH 31, 2018

Number of shares
Purpose 03/31/17 03/31/18
To support the share price via an AMAFI liquidity contract (1) 22,098 21,750
Acquisitions 4,031,345 437,715
Employee stock ownership coverage 3,366 10,139
Coverage of securities eligible for share allotment - -
Cancellation - 1,117,572

TOTAL TREASURY SHARES HELD 4,056,809 1,587,176

PERCENTAGE OF TREASURY SHARES HELD 3.59% (2) 1.42% (3)

(1) Suspension of the liquidity agreements as from 10/05/17
(2) Based on 112,932,041 shares as at 03/31/17
(3) Based on 111,645,032 shares as at 03/31/18

DETAILS OF TRANSACTIONS DURING THE FINANCIAL YEAR ENDED MARCH 31, 2018

(Article L. 225-211 of the French Commercial Code)

% of the share Value of the at purchase price €134,683,887.58

Treasury shares held at 03/31/17 4,056,809
capital (1)
3.59% shares at 03/31/17 par value €314,402.70
(1) Based on 112,932,041 shares as at March 31, 2017

Shares acquired in FY18 3,409,498 (2) Average purchase price €55.22

Shares sold in FY18 462,078 (2) Average selling price €50.05

Execution fees -

Shares transferred in FY18 (employee share plans) 1,603,423 (3) % of the share capital (6) 1.44%
Shares reallocated in FY18 3,593,630  (4)
% of the share capital  (6)
3.22%
Shares canceled in FY18 (capital reduction) 3,813,630 (5) % of the share capital (6) 3.42%

% of the share Value of the shares at purchase price €86,103,219.54

Treasury shares held at 03/31/18 1,587,176 1.42%
capital (5) at 03/31/18 par value €123,006.14
(2) Of which 461,730 shares acquired and 462,078 shares sold as part of the liquidity agreement
(3) Transfer as part of the employee stock ownership Plan MMO 2017 (PEG(I) via FCPE) and free ordinary share allocation plans of 02/11/14 and 03/17/14
(4) Reallocation from the “external growth” objective to the “cancelation” objective
(5) Cancelation of 3,593,630 shares (acquisition price on the market: €121,707,623.39, i.e. €278,506.32 par value)
Cancelation of 220,000 shares (acquisition price on the market: €13,752,704.74 i.e. €17,050.00 par value)
(6) Based on 111,645,032 shares as at 03/31/18
7

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Share capital

TRANSACTIONS ON DERIVATIVE PRODUCTS COMPLETED DURING THE FINANCIAL YEAR ENDED

MARCH 31, 2018

Regulated
Date of Name of Purchase/ Number Options/ Exercise market/
transaction intermediary Sale of shares Futures Expiry date price Premiums OTC
Prepaid March 22, 2021
Over the
03/20/18 CACIB (1) Purchase 4,545,454 forward (except in the event of a €66 N/A
counter
agreement settlement by anticipation)
March 22, 2021 (except in
Over the
03/20/18 CACIB (1) Purchase 3,045,455 Swap the event of a settlement €66 N/A
counter
agreement (2) by anticipation)
(1) Crédit Agricole Corporate and Investment Bank
(2) Settled at maturity or by anticipation at the option of Ubisoft Entertainment SA, either in cash or by delivery of the shares against payment of price

7.2.4.3 Liquidity agreement 7.2.4.4 Description of the share buyback

Since January 2, 2006, the Company has instructed Exane BNP program submitted for the approval
Paribas to implement a liquidity agreement in line with the AMAFI of the Combined General Meeting of
code of ethics recognized by the Autorité des Marchés Financiers June 27, 2018
(AMF), hereinafter the “Agreement,” with a one-year automatically
Pursuant to Articles 241-2 and 241-3 of the General Regulations
renewable term.
of the Autorité des Marchés Financiers (AMF), the share buyback
By virtue of an amendment to the Agreement dated April 5, 2011, the program to be submitted for the approval of the Combined General
total figure allocated to the Agreement was increased to €1,700,000. Meeting on June 27, 2018 is described below.
By virtue of an amendment to the Agreement dated October 10,
Details of the securities liable to be repurchased: ordinary
2014, the total figure allocated was reduced to €1,500,000. The
shares in Ubisoft Entertainment SA listed on Euronext Paris –
Company allocated this amount for the implementation of this
Compartment A, ISIN code: FR0000054470.
Agreement over the last financial year.
Maximum percentage of the share capital and maximum
The Company decided to temporarily suspend the Agreement
number of securities liable to be repurchased: 10% of the total
effective on October 5, 2017.
number of shares comprising the share capital on the repurchase
date, i.e. as a guide, based on the number of outstanding shares as
at April 30, 2018 (111,711,831), taking into account the number of
shares held as at May 17, 2018 (1,587,176 shares representing 1.42%
of the share capital): 9,584,007 shares or 8.58%.

BREAKDOWN OF EQUITY SECURITIES HELD AS AT MAY 17, 2018

Percentage of own shares held directly and indirectly 1.42%

Number of shares in portfolio 1,587,176
Liquidity agreement 21,750
Employee stock ownership coverage 10,139
Cancellation 1,117,572
Acquisitions 437,715
Portfolio book value €86,103,219.54
Portfolio market value (1) €134,211,602.56
(1) Closing price on May 17, 2018: €84.56

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POSITIONS OPEN ON DERIVATIVE PRODUCTS AT MAY 17, 2018

Regulated
Date of Name of Purchase/ Number Options/ Exercise market/
transaction intermediary Sale of shares Futures Expiry date price Premiums OTC
Prepaid March 22, 2021
Over the
03/20/18 CACIB (1) Purchase 4,545,454 forward (except in the event of a €66 N/A
counter
agreement settlement by anticipation)
March 22, 2021 (except in
Over the
03/20/18 CACIB (1) Purchase 3,045,455 Swap the event of a settlement €66 N/A
counter
agreement (2) by anticipation)
(1) Crédit Agricole Corporate and Investment Bank
(2) Settled at maturity or by anticipation at the option of Ubisoft Entertainment SA, either in cash or by delivery of shares against payment of price

Maximum purchase price: €120, or a maximum of ♦ to retain shares for delivery at a later date in exchange or as
€1,340,541,960 based on the share capital as at April 30, 2018 or, payment for any future acquisitions, subject to a limit of 5% of
taking into account the number of shares held at May 17, 2018, the existing capital;
€1,150,080,840.
♦ to deliver shares upon the exercise of rights attached to debt
Objectives: securities giving access, by any means, immediately and/or at a
later date, to the Company’s share capital through redemption,
♦ to ensure the liquidity and activity of Ubisoft Entertainment SA
conversion, exchange, presentation of a warrant or any other
stock using an investment services provider acting independently
means;
under a liquidity agreement in accordance with the code of ethics
recognized by the Autorité des Marchés Financiers (AMF); ♦ to cancel in whole or in part any repurchased shares as provided
by law, subject to the authorization from the Extraordinary
♦ to meet obligations resulting from stock option plans, free
General Meeting;
share allocation plans or to proceed with any other allocations
or disposals of shares to Group employees and/or Corporate ♦ to implement any market practice that is or may come to be
Executive Officers, or for the benefit of some of them, particularly recognized by law or the Autorité des Marchés Financiers.
in the context of a company and/or group savings plan or profit-
Duration of authorization: 18 months from the General Meeting
sharing scheme;
of June 27, 2018

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7 Information on the Company and its Capital
Share ownership

7.3 Share ownership

❙ 7.3.1 CHANGES IN CAPITAL IN THE LAST THREE FINANCIAL YEARS AND UP TO MAY 17, 2018

Number of
Date of shares Cumulative Amount of
Board of issued or Amount number share
Directors (1) Type of transaction canceled (in cash) Premiums of shares capital (2)
Exercise of SOP from 11/01/14 to 02/28/15
and capital increase (employees of certain
04/02/15 foreign subsidiaries) 1,683,179 €130,446.37 €11,570,478.01 109,488,803 €8,485,382.23
04/10/15 Exercise of SOP from 03/01/15 to 03/31/15 87,109 €6,750.95 €570,479.43 109,575,912 €8,492,133.18
Increase by capitalization of reserves and
06/19/15 exercise of SOP from 04/01/15 to 05/31/15 698,113 €54,103.76 €3,788,622.01 110,274,025 €8,546,236.94
Exercise of SOP from 06/01/15 to 06/30/15
07/21/15 and subscription of FCPE Ubi Actions 944,440 €73,194.10 €7,004,856.16 111,218,465 €8,619,431.04
04/08/16 Exercise of SOP from 07/01/15 to 03/31/16 1,169,353 €90,624.86 €8,372,899.01 112,387,818 €8,710,055.90
Increase by capitalization of reserves and
10/12/16 exercise of SOP from 04/01/16 to 09/30/16 1,137,781 €88,178.02 €6,102,320.56 113,525,599 €8,798,233.92
Increase by capitalization of reserves and
02/03/17 exercise of SOP from 10/01/16 to 01/31/17 526,792 €40,826.38 €2,089,010.05 114,052,391 €8,839,060.30
Exercise of SOP from 02/01/17 to 02/28/17 80,078 €6,206.05 €794,380.07
03/30/17 Cancellation of treasury shares (1,248,214) €(96,736.59) €(19,943,321.92) 112,884,255 €8,748,529.76
04/10/17 Exercise of SOP from 03/01/17 to 03/31/17 47,786 €3,703.42 €389,911.87 112,932,041 €8,752,233.18
Increase by capitalization of reserves and
05/09/17 exercise of SOP from 04/01/17 to 04/30/17 167,166 €12,955.36 €293,377.33 113,099,207 €8,765,188.54
Increase by capitalization of reserves and
06/15/17 exercise of SOP from 05/01/17 to 05/31/17 279,838 €21,687.45 €733,131.26 113,379,045 €8,786,875.99
Capital increase (i) reserved for employees
outside the Group savings scheme (the
“Increase”) and (ii) for a financial institution
within the context of the Increase
07/27/17 Exercise of SOP from 06/01/17 to 06/30/17 1,036,694 €80,343.78 €41,540,422.12 114,415,739 €8,867,219.77
Increase by capitalization of reserves and
09/25/17 exercise of SOP from 07/01/17 to 08/31/17 100,356 €7,777.59 €1,261,986.21 114,516,095 €8,874,997.36
Increase by capitalization of reserves and
10/05/17 exercise of SOP from 09/01/17 to 09/30/17 165,871 €12,855.01 €2,131,310.70 114,681,966 €8,887,852.37
10/25/17 Increase by capitalization of reserves 552,966 €42,854.86 - 115,234,932 €8,930,707.23
Exercise of SOP from 10/01/17 to 10/31/17 62,255 €4,824.76 €742,480.68
11/17/17 Cancellation of treasury shares (3,593,630) €(278,506.32) €(121,429,117.07) 111,703,557 €8,657,025.67
Increase by capitalization of reserves and
12/12/17 exercise of SOP from 11/01/17 to 11/30/17 69,889 €5,416.40 €905,935.71 111,773,446 €8,662,442.07
Exercise of SOP from 12/01/17 to 2/28/18 55,922 €4,333.95 €643,354.84
03/30/18 Cancellation of treasury shares (220,000) €(17,050.00) €(13,735,654.74) 111,609,368 €8,649,726.02
04/10/18 Exercise of SOP from 03/01/18 to 03/31/18 35,664 €2,763.96 €576,031.86 111,645,032 €8,652,489.98
(1) or recorded by the Chairman and Chief Executive Officer in case of delegation
(2) Share capital (leading to a revision of the Articles of Association and K-bis (registry document))

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 Information on the Company and its Capital
Share ownership

❙ 7.3.2 EMPLOYEE STOCK OWNERSHIP THROUGH THE COMPANY MUTUAL FUND (FCPE)

As at March 31, 2018, employees held 3,879,192 shares, or 3.475% of the provisions of Article L. 3332-24 of the French Labor Code,
of the capital, through the Company mutual funds. within the context of the share buyback programs approved by the
Shareholders’ General Meeting.
This ownership is the result of capital increase transactions reserved
for employees of companies (associated with the Company under During the financial year ended March 31, 2018, on July 27, 2017,
the terms stipulated in Article L. 225-180 of the French Commercial a sale of shares took place as stipulated in the paragraph above, as
Code) belonging to the Ubisoft Group savings scheme pursuant part of the share buyback program approved by the General Meeting
to the delegations granted to the Board of Directors by the of September 29, 2016 (See sections 7.2.3.1 and 7.2.4).
Shareholders’ General Meeting, or of share disposals, in application

- 2018 Registration Document 259

7 Information on the Company and its Capital
Share ownership

❙ 7.3.3 BREAKDOWN OF CAPITAL AND VOTING RIGHTS

7.3.3.1 Change over the last three financial years

03/31/18 03/31/17 03/31/16

Number Number Number
Number of voting Number of voting Number of voting
of shares rights (1) of shares rights (1) of shares rights (1)
(in %) (in %) (in %) (in %) (in %) (in %)
17,406,414 (2) 23,880,217 (2) 11,655,772 17,722,932 6,555,764 13,043,717
Guillemot Brothers SE
15.591% 18.323% 10.321% 14.787% 5.833% 10.555%
988,567 1,906,350 988,567 1,906,350 917,783 1,835,566
Yves Guillemot
0.885% 1.463% 0.875% 1.534% 0.817% 1.485%
732,475 1,454,838 732,475 1,454,838 722,363 1,444,726
Claude Guillemot
0.656% 1.116% 0.649% 1.171% 0.643% 1.169%
378,715 747,318 378,715 747,318 380,103 760,206
Michel Guillemot
0.339% 0.573% 0.335% 0.601% 0.338% 0.615%
495,659 981,206 535,659 1,061,206 525,547 1,051,094
Gérard Guillemot
0.444% 0.753% 0.474% 0.854% 0.468% 0.851%
106,625 213,250 116,625 222,744 106,625 212,744
Christian Guillemot
0.096% 0.164% 0.103% 0.179% 0.095% 0.172%
83,864 167,707 83,864 167,707 83,843 167,686
Other members of the Guillemot family
0.075% 0.129% 0.074% 0.135% 0.074% 0.136%
443,874 887,748 443,874 887,748 443,874 887,748
Guillemot Corporation SA
0.398% 0.681% 0.393% 0.744% 0.395% 0.718%

20,636,193 (4) 30,238,634 (4) 14,935,551 24,170,843 9,735,092 19,403,487

CONCERT (3)
18.484% 23.202% 13.225% 20.167% 8.663% 15.701%
1,587,176 - 4,056,809 - 3,647,838 -
Ubisoft Entertainment SA
1.422% - 3.592% - 3.246% -
3,879,192 4,498,964 2,846,358 3,615,086 824,916 1,649,636
Employees (5)
3.475% 3.452% 2.520% 3.016% 0.734% 1.335%
85,542,471 94,000,990 91,093,323 92,069,047 98,179,162 102,523,467
Public
76.62% 72.128% 80.662% 76.817% 87.357% 82.964%

111,645,032 130,325,764 112,932,041 119,854,976 112,387,818 123,576,590

TOTAL
100% 100% 100% 100% 100% 100%
(1) Number of “theoretical” voting rights used as a basis for calculating the crossing of legal thresholds
(2) Forward sales contract, with promises of sale or purchase that may be settled with securities or cash, signed on September 5, 2016 and expiring October 30, 2020 (amendment
dated April 16, 2018) involving 4,000,008 shares pledged to the bank and that may be borrowed by it under certain terms and conditions
Forward sales contract, with promises of sale or purchase that may be settled with securities or cash, signed on September 1, 2017 and expiring on October 30, 2020
(amendment dated April 16, 2018) involving 2,000,016 shares pledged to the bank and that may be borrowed by it under certain terms and conditions
Acquisition of 3,030,303 shares on March 20, 2018 as part of Vivendi SA’s disposal of its investment, through structured financing of (i) a prepaid forward contract (2,424,242
shares) with physical or cash settlement and (ii) a prepaid forward contract (606,601 shares) with physical or cash settlement. Pledge of 3,030,303 shares to the bank.
Transactions to be settled upon maturity in March 2021 or at the initiative of Guillemot Brothers SE, through an early settlement
(3) The concert, composed of the companies Guillemot Brothers SE and Guillemot Corporation SA and the Guillemot family, held 9,602,441 double voting rights at 03/31/18
(4) In accordance with the Articles of Association, a double voting right is conferred on shares that have been registered for at least two years
(5) Shares held by employees through Company mutual funds (FCPE)/Not inclusive of 0.214% representing the shares held as part of a Group savings scheme under direct share
ownership

260 - 2018 Registration Document

 Information on the Company and its Capital
Share ownership

7.3.3.2 Breakdown of capital and voting rights as at April 30, 2018

Voting rights that may be

exercised at the General
Capital Theoretical voting rights Meeting
Number
of shares % Number % Number %
Guillemot Brothers SE 17,406,414 15.582% 23,880,217 18.287% 20,511,082 15.942%
Yves Guillemot 988,567 0.885% 1,977,134 1.122% 1,977,134 1.5371%
Claude Guillemot 732,475 0.656% 1,464,950 1.514% 1,464,950 1.139%
Michel Guillemot 378,715 0.339% 757,430 0.580% 757,430 0.589%
Gérard Guillemot 495,659 0.444% 991,318 0.759% 991,318 0.770%
Christian Guillemot 106,625 0.095% 213,250 0.163% 213,250 0.166%
Other members of the Guillemot family 83,864 0.075% 167,707 0.128% 167,707 0.130%
Guillemot Corporation SA 443,874 0.397% 887,748 0.680% 887,748 0.690%

CONCERT 20,636,193 18.473% 30,339,754 23.233% 26,970,619 20.963%

Ubisoft Entertainment SA  (1)
1,587,176 1.42% 1,587,176 1.215% - -
Employees (2) 3,858,378 3.454% 4,471,127 3.424% 4,471,127 3.475%
Public 85,630,084 76.653% 94,188,284 72.128% 97,218,587 75.562%

TOTAL 111,711,831 100% 130,586,341 100% 128,660,333 100%

(1) Derivatives not settled (See section 7.2.4.4)
(2) Shares held by employees through Company mutual funds (FCPE)/Not inclusive of 0.212% representing the shares held as part of a Group savings scheme under direct share
ownership

7.3.3.3 Shareholders exceeding 5% of the capital as at May 17, 2018 (1)

% of theoretical % net voting

Shareholder % of capital (2) voting rights (2) rights (2)
Vivendi SA (3) 6.795% 11.626% 11.80%
BlackRock Inc. 5.038% 4.266% 4.330%
Tencent Mobility Limited (4) 5.005% 4.282% 4.346%
(1) Information provided on the basis of statements made to the Company and/or to the AMF and summarized hereafter, or contained in the list of registered shareholders
managed by BPSS
(2) Based on the number of shares and voting rights as at April 30, 2018
(3) Forward purchase contract signed on March 20, 2018 between Vivendi SA and Crédit Agricole Corporate and Investment Bank (“CACIB”) with a proxy granted by Vivendi SA to
CACIB without any specific instructions
(4) Controlled by Tencent Holding Company

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7 Information on the Company and its Capital
Share ownership

7.3.3.4 Crossing of legal thresholds

During the financial year ended March 31, 2018, and until May 17, 2018, it was disclosed that the following legal thresholds had been
crossed:

Interest after
Threshold crossing of
crossed (in %) threshold (in %)
Name of Voting Declaration Voting
shareholder Date Capital rights of intent Type Capital rights
Upward
04/04/18 5% - - Acquisition of shares on and off the market 5.03% 4.28%
Receipt of shares held as collateral
Downward
04/05/18 5% - - Disposal of shares off market 4.89% 4.16%
Restitution of shares held as collateral
Upward
05/07/18 5% - - Acquisition of shares on and off the market 5.05% 4.32%
Receipt of shares held as collateral
BlackRock Inc. Downward
05/08/18 5% - - 4.99% 4.28%
Restitution of shares held as collateral
Upward
05/09/18 5% - - Acquisition of shares off market 5.08% 4.35%
Receipt of shares held as collateral
Downward
05/11/18 5% - - 4.99% 4.28%
Restitution of shares held as collateral
Upward
05/14/18 5% - - Acquisition of shares on and off the market 5.04% 4.32%
Receipt of shares held as collateral
Upward (indirect crossing)
Shares and voting rights held
Acquisition of listed purchase options/forward
purchase contracts (physical settlement): OTC
03/20/18 5% 5% - Prepaid forward contract (physical or in cash 7.35% 6.26%
settlement) (1)/sale of put warrants (cash settlement):
OTC/promissory notes (physical settlement)
Fully owned shares held: guarantee of securities
borrowing transactions with third parties
Upward (indirect crossing)
Shares and voting rights held
Forward purchase contract with Vivendi  SA
Crédit Agricole SA
Acquisition of listed purchase options/forward
purchase contract (physical settlement): OTC
10% OTC prepaid (2) forward contracts (physical or cash
03/23/18 10% X 14.28% 17.96%
15% settlement) (1)/sale of put warrants (cash settlement):
OTC/promissory notes (physical settlement)
Fully owned shares held: guarantee of securities
borrowing transactions with third parties
Ownership of freely exercisable voting rights
Vivendi SA’s proxy without specific instructions
X Upward
04/12/18 15% - 04/24/18 Receipt of shares held as collateral 15.05% 18.71%
04/26/18

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 Information on the Company and its Capital
Share ownership

Interest after
Threshold crossing of
crossed (in %) threshold (in %)
Name of Voting Declaration Voting
shareholder Date Capital rights of intent Type Capital rights
Upward
04/04/17 10% - X 10.10% 9.18%
Decrease of total number of Company shares
Downward
04/20/17 10% - - 9.99% 9.09%
Disposal of shares on and off the market
Upward
11/20/17 10% - X 10.03% 9.12%
Decrease of total number of Company shares
FMR LLC  (2)

Downward
12/06/17 10% - - 9.99% 9.10%
Disposal of shares on and off the market
Downward
04/17/18 - 5% - 5.62% 4.81%
Disposal of shares on the market
Downward
05/09/18 5% - - 4.99% 4.28%
Disposal of shares on the market
Upward
06/23/17 - 20% X 13.57% 20.02%
Acquisition of shares on the market
Downward
08/18/17 - 20% - Increase in total number of shares 13.46% 19.86%
Guillemot family and voting rights of the Company
Upward
08/29/17 - 20% X 13.63% 20.01%
Acquisition of shares on the market
Upward
09/01/17 15% - X 15.38% 21.61%
Acquisition of shares off market
Upward
09/01/17 - 15% X 12.47% 16.47%
Acquisition of shares off market
Guillemot
Brothers SE Upward
03/20/18 15% - X Acquisition of shares off market (disposal 15.57% 18.19%
by Vivendi SA of the entirety of its stake)
X Upward
09/07/17 10% 10% 11.33% 10.33%
09/14/17 Acquisition of shares off market
JP Morgan Chase Downward
09/13/17 - 10% - 10.97% 9.99%
& Co (3) Disposal of shares off market
Upward
09/25/17 - 10% X 11.51% 10.49%
Acquisition of shares off market
Upward
09/07/17 10% 10% X 11.01% 10.03%
Acquisition of shares off market
JP Morgan Downward
09/13/17 - 10% - 10.92% 9.95%
Securities plc Disposal of shares off market
Upward
09/25/17 - 10% X 11.45% 10.44%
Acquisition of shares off market
Tencent Mobility Upward
03/20/18 5% - - 5.00% 4.26%
Limited (4) Acquisition of shares off market
Upward
Ubisoft
Entertainment SA
03/23/18 5% - - Prepaid forward contract/share swap
(see section 7.2.4)
8.40% -
7
Upward
11/23/17 - 25% X 27.29% 27.57%
Transition to double voting rights

Vivendi SA 25% Downward

25%
20% Disposal of shares: private placement
03/21/18 20% - 6.79% 11.57%
15% through accelerated bookbuilding
15%
10%
(1) Choice of Guillemot Brothers SE
(2) FMR LLC is a holding company of an independent group of management companies, acting on behalf of funds, commonly referred to as Fidelity Investments
(3) Through the companies JP Morgan Securities plc and JP Morgan Securities LLC, which it controls
(4) Controled by Tencent Holding Company

- 2018 Registration Document 263

7 Information on the Company and its Capital
Securities market

7.4 Securities market

❙ 7.4.1 PROVIDER OF SECURITIES SERVICES

BNP PARIBAS
Grands Moulins de Pantin
Shareholder Relations – 9, rue du Débarcadère – 93761 PANTIN Cedex

❙ 7.4.2 UBISOFT SHARE DATA

ISIN code FR0000054470

Place listed Euronext Paris – Compartment A
Par value €0.0775
Number of shares outstanding as at 03/31/18 111,645,032
Closing price on 03/29/18 (1) €68.52
Market capitalization as at 03/31/18 €7,649,917,592.64
Flotation price on 07/01/96 €38.11
Five-for-one stock split on 11/11/00 €7.62
Two-for-one stock split on 12/11/06 €3.81
Two-for-one stock split on 11/14/08 €1.90
(1) Market closed on 03/30 and 03/31/18 – Source Euronext

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 Information on the Company and its Capital
Securities market

❙ 7.4.3 CHANGE IN THE SHARE PRICE OVER THE LAST 24 MONTHS

Highest price Lowest price Volume traded

Month (in €) (in €) (in shares)
2016
April 2016 27.970 24.695 5,192,062
May 2016 33.310 25.365 5,873,024
June 2016 33.995 27.130 5,833,578
July 2016 38.880 32.570 5,044,515
August 2016 37.845 34.615 4,730,714
September 2016 37.225 33.195 6,456,873
October 2016 34.590 30.440 4,507,204
November 2016 34.100 28.500 8,086,403
December 2016 33.955 30.555 4,374,087
2017
January 2017 34.150 29.615 5,942,041
February 2017 35.780 30.450 4,916,654
March 2017 40.045 34.735 4,004,904
April 2017 43.990 39.520 3,927,426
May 2017 50.000 43.320 10,175,658
June 2017 52.750 47.225 8,462,336
July 2017 56.320 47.685 6,081,727
August 2017 56.470 51.890 4,764,356
September 2017 60.760 55.450 6,740,083
October 2017 67.520 58.390 8,930,060
November 2017 72.230 63.410 16,933,376
December 2017 66.660 62.210 7,003,500
2018
January 2018 71.720 63.300 5,928,923
February 2018 69.780 61.600 7,287,303
March 2018 72.600 64.540 10,876,713
April 2018 80.120 65.880 9,398,931
(Source Euronext)

100

80

60

40 7
20

0
Feb-18
Mar-18
Apr-18
Oct-17

Dec-17
Jan-18
June-17
Jul-17
Aug-17
Sept-17

Nov-17
Feb-17

Apr-17
May-17
Oct-16
Nov-16
Dec-16
Jan-17

Mar-17
Apr-16
May-16
June-16
Jul-16
Aug-16
Sept-16

Highest price (in €) Lowest price (in €)

- 2018 Registration Document 265

7 Information on the Company and its Capital
Securities market

❙ 7.4.4 OCÉANE BONDS AND BONDS

7.4.4.1 OCÉANE bonds

Pursuant to the authority granted by the General Meeting of issuance of OCEANE bonds, without shareholder preferential
September 23, 2015 to the Board of Directors in its 15th resolution, subscription rights, by way of a private placement conforming to
and the delegation of that authority by the Board to its Chairman the conditions laid down in Article L. 411-2-II of the French Monetary
and Chief Executive Officer at its meeting on September 19, and Financial Code.
2016, it was decided on September 21, 2016 to proceed with the

Conversion (03/31/18) N/A

Issue amount €399,999,959.80
Number issued 7,307,270
Par value €54.74 (premiums of 60%)
Issue price At par
Nominal interest rate N/A
Conversion ratio 1 new or existing share for 1 OCEANE bond
Date of issue and settlement September 27, 2016
Bond duration 5 years
Expiry date September 27, 2021
Private placement In France and outside France (1)
Listing of the OCEANE bonds On the open market of the Frankfurt Stock Exchange (Freiverkerh) (ISIN code: FR0013204286)
Dividend rights of underlying shares Immediate dividend rights
(1) With the particular exception of the United States, Canada, Japan and Australia

7.4.4.2 Bonds
Ubisoft Entertainment SA has successfully placed three bonds:

12/19/12 05/06/13 01/30/18

Duration 6 years 5 years 5 years
Total nominal amount €20,000,000 €40,000,000 €500,000,000
Interest 3.99% per year 3.038% per year 1.289% per year
Number of bonds 200 400 5,000
Par value €100,000 €100,000 €100,000
ISIN code FR0011378686 FR0011489046 FR0013313186
Direct, unconditional, unsubordinated and unsecured commitments
of the Company ranking pari passu and without preference
Seniority
among themselves with other present and future unsubordinated
and unsecured obligations of the Company
Change of control clause that would trigger early redemption
Change of control of bonds at the request of each bondholder in the event
of a change of control at the Company
Applicable in the event of certain events of default customary
Early redemption for this type of transaction and/or, in particular, a change
in the Company’s situation.

The prospectuses relating to the listing of the bonds can be consulted on the websites of the Company (www.ubisoft.com) and the Autorité
des Marchés Financiers (www.amf-france.org).

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 Information on the Company and its Capital
Financial communication

7.5 Financial communication

❙ 7.5.1 DOCUMENTS AVAILABLE TO THE PUBLIC

During the period of validity of this Registration Document, the This Registration Document may also be consulted on the Autorité
Company’s Articles of Association, minutes of General Meetings, des Marchés Financiers (AMF) website (www.amf-france.org).
Statutory Auditors’ reports, valuations and declarations drawn up,
Regulatory information is available on the company’s website (www.
where applicable, at the Company’s request, some of which are
ubisoft.com).
included or referred to in this Registration Document, the historical
financial information of the Company and its subsidiaries for each of Person responsible for information:
the two financial years preceding the publication of this Registration Yves Guillemot
Document and, more generally, all documents that must be sent or Chairman and Chief Executive Officer
made available to shareholders in accordance with the laws in effect 28, rue Armand-Carrel
may be consulted at the Company’s registered office or business 93108 Montreuil-sous-Bois Cedex
address (28, rue Armand-Carrel – 93100 Montreuil-sous-Bois, Tel.: (33) 01 48 18 50 00
France). In addition, some of these documents are available on www.ubisoft.com
the Company’s website (www.ubisoft.com), which also contains
the Group’s press releases and financial information.

❙ 7.5.2 FINANCIAL REPORTING CALENDAR FOR THE 2018/2019 FINANCIAL YEAR

Date
Q1 sales Week commencing July 16, 2018
H1 results Week of November 5, 2018
Q3 sales Week of February 11, 2019
Year-end results Week of May 13, 2019

These dates are provided for information purposes only and will be confirmed during the year.

- 2018 Registration Document 267

268 - 2018 Registration Document
8 Cross-reference tables

REGISTRATION DOCUMENT CSR CROSS-REFERENCE TABLE 273

CROSS-REFERENCE TABLE 270
ANNUAL REPORT
MANAGEMENT REPORT CROSS-REFERENCE TABLE 275
CROSS-REFERENCE TABLE 272

- 2018 Registration Document 269

8 Cross-reference tables
Registration Document cross-reference table

Registration Document cross-reference table

This Registration Document was prepared in accordance with the provisions of Annex I to Regulation (EC) No. 809/2004 of April 29,
2004 (the “Prospectus Regulation”), the recommendations of the European Securities and Markets Authority and AMF Position
Recommendation No. 2009-16 of December 10, 2009 (“Guide to compiling registration documents”).

Registration Document
Registration Document cross-reference table Chapters Pages
1. PERSONS RESPONSIBLE 4
2. STATUTORY AUDITORS 4.3 108
3. SELECTED FINANCIAL INFORMATION – Key figures 1 5
4. RISK FACTORS 3.1 22
5. INFORMATION ON THE ISSUER
5.1 Company history and evolution
5.1.1 Company name and trading name 7.1.1 248
5.1.2 Registration number and location 7.1.1 248
5.1.3 Date of incorporation and term 7.1.1 248
5.1.4 Registered office, legal form, applicable law, country of origin, address and telephone number
of registered office 7.1.1 and 7.5.1 248 and 267
5.1.5 Significant events in the development of the business 2.2 and 2.3 10 and 11
5.2 Investment 2.5.2 15
6. BUSINESS OVERVIEW
6.1. Main activities 2.4 12
6.2 Primary markets 1 and 3.1.1 5 and 22
6.3 Non-recurring events impacting main activities or primary markets 2.3 and 3.1.1 11 and 22
6.4 Dependency on certain agreements N/A
6.5 Competitive position 3.1.1 22
7. ORGANIZATION CHART
7.1 Description and position of the issuer within the Group 2.4 12
7.2 Main subsidiaries 2.4 12
8. PROPERTY, PLANT AND EQUIPMENT
8.1 Most significant property, plant and equipment 6.1.2.13 Note 25 176
8.2 Property, plant, equipment and environmental issues 5.4.4.1 126
9. REVIEW OF THE FINANCIAL POSITION AND EARNINGS
9.1 Financial position 2.6.3 18
9.2 Operating income 2.6.2 18
10. CASH AND CAPITAL
10.1 2.5.3, 2.6.2
Information on the capital and 6.1.2.19 16, 18 and 197
10.2 Cash flows 2.5.3 and 2.6.3 16 and 18
10.3 Information on borrowing terms and financing structure 2.5.3 16
10.4 Restrictions on the use of capital N/A
10.5 Anticipated sources of financing that will be required to fulfill the commitments listed
in sections 5.2. and 8.1 2.5.3 16
11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 2.5.1 15
12. INFORMATION REGARDING TRENDS 2.7 20
13. PROJECTED OR ESTIMATED INCOME N/A

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 Cross-reference tables
Registration Document cross-reference table

Registration Document
Registration Document cross-reference table Chapters Pages
14. ADMINISTRATIVE, MANAGEMENT OR SUPERVISORY BODIES
AND GENERAL MANAGEMENT
14.1 Members of administrative and management bodies 4.1.2 36
14.2 Conflicts of interest 4.1.4.1 64
15. COMPENSATION AND BENEFITS
15.1 Compensation paid and benefits in kind 4.2 67
15.2 Provisions recognized for the purposes of paying pensions, retirement benefits or other benefits 6.1.2.10 Note 14 161
16. FUNCTIONING OF ADMINISTRATIVE AND MANAGEMENT BODIES
16.1 Terms of office of the members of the Board of Directors 4.1.2.5 42
16.2 Service agreements binding members of administrative and management bodies 4.1.4.1 64
16.3 Information on the Audit Committee and the Nomination and Compensation Committee 4.1.3.4 59
16.4 Statement of compliance with the current corporate governance regime 4.1.1 36
17. EMPLOYEES
17.1 Number of employees 5.3.1.1 113
17.2 Equity interests and stock options 5.3.2.2 116
17.3 Agreement on employee profit-sharing in the issuer’s capital 5.3.2.2 and 7.3.2 116 and 259
18. MAIN SHAREHOLDERS
18.1 Breakdown of capital and voting rights 7.3.3 260
18.2 Different voting rights 7.1.2 248
18.3 Control of the issuer 7.3.3 260
18.4 Agreement that could lead to a change of control 7.1.3 250
19. RELATED PARTY TRANSACTIONS 6.1.2.16 Note 33 186
20. FINANCIAL INFORMATION ON THE ASSETS, FINANCIAL POSITION
AND SALES OF THE ISSUER
20.1 Historical financial information 6 141
20.2 Pro forma financial information N/A
20.3 Financial statements 6 141
20.4 Examination of the annual historical financial information 6 141
20.5 Date of the most recent financial information 7.5.2 267
20.6 Interim and other financial information N/A
20.7 Dividend distribution policy 7.1.2 248
20.8 Legal proceedings and arbitration 3.1.2 26
20.9 Significant change in financial or commercial position 2.6 17
21. ADDITIONAL INFORMATION
21.1 Capital 7.2 251
21.2 Memorandum and Articles of Association 7.1.2 248
22. IMPORTANT AGREEMENTS N/A
23. INFORMATION FROM THIRD PARTIES, EXPERT STATEMENTS
AND DECLARATIONS OF INTEREST N/A
24. DOCUMENTS AVAILABLE TO THE PUBLIC 7.5.1 267
25. INFORMATION ON SHAREHOLDINGS 6.3.4.11 238

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8 Cross-reference tables
Management report cross-reference table

Management report cross-reference table

The management report for the 2017/2018 financial year containing the information required under Articles L. 225-100 et seq., L. 232-1
and R. 225-102 et seq. of the French Commercial Code, listed hereinafter, is included in this Registration Document. It was approved
by the Board of Directors of Ubisoft Entertainment SA on May 17, 2018.

Registration Document
Information required under the French Commercial Code, the French Monetary
and Financial Code, the French General Tax Code and the AMF’s General Regulation Chapters Pages
BUSINESS
Position and business during the past financial year 1 and 2.6 5 and 17
Analysis of the evolution of the business, sales and financial position of the Company
and the Group over the past financial year 2.6.2 and 2.6.3 18
3.1.3 and 6.1.2.17
Guidelines on the use of financial instruments Note 37 27 and 191
Sales of subsidiaries and controlled companies by activity 2.4.2 and 6.3.4.11 12 and 238
Non-financial key performance indicators 5.3, 5.4 and 5.5 113, 125 and 132
Future development of the Company and the Group 2.7 20
Significant events occurring since the closing date of the period 6.1.2.21 201
Description of the main risks and uncertainties facing the Group 3.1 22
R&D activities 2.5.1 15
6.3.4.2 Note 5 and
Deadline for payment of trade payables and settlement of trade receivable balances 6.3.4.3 Notes 12 216 and 219
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Review of the social and environmental impact of the business, including the ways in which the
Company’s activities and its products and services might be contributing to climate change. It also
examines the Company’s societal commitments towards sustainable development, the circular 5.1.4, 5.3.3, 5.4.4, 110, 118, 126, 129
economy, the fight against food waste, the prevention of discrimination and the promotion of diversity 5.4.5 and 5.5 and 132
Collective agreements signed by the Company and impacts on economic performance
and on the working conditions of employees 5.3.4.5 123
Information relating to hazardous activities 5.4.2 and 5.4.3 126
CORPORATE GOVERNANCE
Offices and positions held in any company by each of the corporate officers during the financial year 4.1.2.5 42
Compensation and benefits in kind paid to every corporate officer 4.2 67
Terms of subscription, exercise of subscription options and purchase of shares granted
to corporate officers 4.2.2.1 70
Conditions for granting free shares to corporate officers 4.2.2.1 70
Summary of transactions carried out by directors on Company securities 4.1.4.2 65
CAPITAL AND STOCK OWNERSHIP
Shareholding structure and changes made during the financial year 7.3.3 260
List of Company subsidiaries and companies controlled by it 2.4.3 14
Disposal of shares in order to regularize cross shareholdings N/A
Share buyback information 7.2.4 254
Adjustment upon the issue of securities granting access to the capital N/A
Employee profit-sharing as at the closing date of the period 7.3.2 259
Factors likely to have an impact in the event of a public offering 7.1.3 250
MISCELLANEOUS
Significant equity and control investments during the financial year in companies
whose registered office is located in France 2.4 12
General management methods 4.1.2.1 36
Details of dividends distributed over the past three financial years 6.6 246
Net financial income of the Company over the past five financial years 6.6
Non tax deductible expenses N/A
Anti-competitive practices N/A
Appointment/reappointment of Statutory Auditors 4.3 108

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 Cross-reference tables
CSR cross-reference table

CSR cross-reference table

This Registration Document was prepared in accordance with Decree No. 2012-557 of April 24, 2012 (Article 225 of Law No. 2010-788
of July 12, 2010, also known as the “Grenelle II Law”) and in consideration of Decree No. 2017-1265 of August 9, 2017.

Registration Document
CSR cross-reference table Chapters Pages
EMPLOYEE-RELATED INFORMATION
Employment
Total staff and breakdown of employees 5.3.1.1 113
♦ By gender 5.3.3.1 118
♦ By age 5.3.1.3 115
♦ By geographical region 5.3.3.3 121
Hires and redundancies/dismissals 5.3.1.2 114
5.3.2.2 and 6.1.2.10
Compensation and its evolution Note 13 116 and 160
Organization of labor
Organization of working hours 5.3.4.2 122
Absenteeism 5.3.4.3 122
Health and safety
Health and safety conditions in the workplace 5.3.4.4 123
Occupational accidents, in particular their frequency and severity, occupational illnesses 5.3.4.4 123
Employee relations
Organization of labor relations, particularly employee-related information, consultation and negotiations. 5.3.4.5 123
Collective agreements, particularly regarding health and safety conditions in the workplace 5.3.4.5 123
Training
5.3.2.3, 5.3.2.4 116, 118
Training policies implemented, particularly regarding environmental protection and 5.4.1.3 and 125
Total number of training hours 5.3.2.3 116
Equal opportunity
Measures taken to encourage gender equality 5.3.3.2 120
Measures taken in favor of the employment and integration of disabled people 5.3.3.4 121
Anti-discrimination policy 5.3.3 118
ENVIRONMENTAL INFORMATION
General environmental policy
The Company’s handling of environmental issues and, where applicable, environmental assessment
and certification procedures 5.4.1.2 125
Resources devoted to the prevention of environmental risks and pollution 5.4.2 126
Sum of provisions and guarantees for environmental risk 5.4.3 126
Pollution
Prevention, mitigation and remediation measures for discharges into the air, water
and soil with a significant environmental impact 5.4.6 131
Consideration of all types of pollution specific to an activity, particularly noise and light pollution 5.4.6.2 131

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8 Cross-reference tables
CSR cross-reference table

Registration Document
CSR cross-reference table Chapters Pages
Circular economy
Waste prevention and management
Prevention, recycling, reuse, other forms of recovery and disposal of waste 5.4.5.1 129
Actions to prevent food waste 5.1.4 110
Sustainable use of resources
Water consumption and supply according to local constraints 5.1.4 110
Raw materials consumption and measures taken to use them more efficiently 5.4.5.2 130
Energy consumption and measures taken to improve energy efficiency
and the use of renewable energies 5.4.4.1 and 5.4.5.2 126 and 130
Land use 5.1.4 110
Climate change
The main sources of greenhouse gas emissions resulting from the Company’s activities,
including from the use of the products and services it produces 5.4.4.1 126
Adapting to the consequences of climate change 5.4.4.2 129
Reduction objectives voluntarily set in the medium and long term to reduce greenhouse gas emissions
and the resources deployed to accomplish this. 5.4.4.3 129
Protecting biodiversity
Measures taken to preserve/develop biodiversity 5.1.4 110
SOCIETAL INFORMATION
Societal commitments in favor of sustainable development
Impact of the Company’s business in relation to employment and local development 5.5.1 132
Impact of the Company’s business on the local communities 5.5.2 and 5.5.3 133 and 134
Relations with stakeholders of the Company and methods used for communicating with them 5.5.4 135
Partnership or sponsorship initiatives 5.5.2 133
Subcontractors and suppliers
Consideration of employee-related and environmental issues in the purchasing policy 5.5.5.1 135
Importance of subcontracting and consideration in supplier and subcontractor relations
of their employee-related and environmental responsibilities 5.5.5.2 and 5.5.5.3 135 and 136
Fair operating practices
Measures taken to protect consumer health and safety 5.5.6.2 136
COMBATTING CORRUPTION
Actions taken to prevent corruption 5.5.6.1 136
ACTIONS TAKEN TO PROTECT HUMAN RIGHTS
Promotion of the stipulations of the International Labor Organization
♦ regarding respect for freedom of association and the right to collective bargaining 5.3.5.1 124
♦ for the elimination of workplace and professional discrimination 5.3.5.2 124
♦ for the abolition of forced or compulsory labor 5.3.5.3 124
♦ for the effective abolition of child labor 5.3.5.3 124
Other actions undertaken to protect human rights N/A

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 Cross-reference tables
Annual report cross-reference table

Annual report cross-reference table

This Registration Document incorporates all the items of an annual report referred to in Article L. 451-1-2 of the French Monetary and
Financial Code and Article 222-3 of the AMF’s General Regulation. The following table refers to sections of the Registration Document
corresponding to various parts of the annual report.

Registration Document
Sections Chapters Pages
Annual financial statements of the Company 6.3 209
Consolidated financial statements of the Group 6.1 142
Statutory Auditors’ general report on the annual financial statements 6.4 240
Statutory Auditors’ report on the consolidated financial statements 6.2 204
Management report containing at least the information mentioned in Articles L. 225-100, See Management report
L. 225-100-2, L. 225-100-3 and L. 225-211 of the French Commercial Code cross-reference table
Statement by the person responsible for the information contained in the Registration Document 4
Statutory Auditors’ fees 6.1.2.22 202

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276 - 2018 Registration Document
© 2018 Ubisoft Entertainment. All Rights Reserved. Ubisoft and the Ubisoft logo are registered or unregistered trademarks of Ubisoft
Entertainment in the U.S. and/or other countries.
Microsoft, XBOX 360, XBOX ONE are trademarks of the Microsoft group of companies and are used under license from Microsoft.
“PlayStation” is a registered trademark of Sony Interactive Entertainment Inc.
Nintendo, Wii, Wii U, Nintendo Switch, Nintendo DS and Nintendo 3DS are trademarks of Nintendo.

This statement may contain targets, information on future projects and transactions and on future economic results/performance.
Such valuations are provided for estimation purposes only. They are subject to market risks and uncertainties and may vary
significantly with the actual results that shall be published.
The targets have been presented to the Board of Directors and have not been audited by the Auditors.
Copies of this document are available upon request from Ubisoft’s business address
28, rue Armand-Carrel – 93108 Montreuil-sous-Bois Cedex – France
Ubisoft Entertainment
French corporation (Société Anonyme) with a Board of Directors
and share capital of €8,652,489.98
Registered office: 107, avenue Henri Fréville
BP 10704 – 35207 RENNES CEDEX 2
335 186 094 RCS RENNES

This document was printed in France by an Imprim’Vert certified printer on PEFC

certified paper sourced from controlled and sustainably managed resources.
 REGISTERED OFFICE AUSTRALIA
Ubisoft Entertainment AUSTRIA
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FINLAND
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