June 20, 2022

BULLETIN DES ANNONCES LEGALES OBLIGATOIRES

Bulletin no. 73

*Disclaimer

This document is a free translation into English of the original French document. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text.

Convening notice / Notice of meeting

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June 20, 2022

BULLETIN DES ANNONCES LEGALES OBLIGATOIRES

Bulletin no. 73

UBISOFT ENTERTAINMENT

  1. joint-stockcompany with a share social of €9,705,642.91 Registered office: 2, rue du Chêne Heleuc - 56910 CARENTOIR
    335 186 094 RCS VANNES

CONVENING NOTICE

The shareholders of UBISOFT ENTERTAINMENT SA are convened to the Combined General Meeting on Tuesday, July 5, 2022, at 11:30 a.m. (CET), at the Maison de la RATP - Espace du Centenaire

  • 189, rue de Bercy - 75012 Paris, for the purpose of deliberating on the following agenda:

AGENDA

ORDINARY GENERAL MEETING

  1. Approval of the separate financial statements for the financial year ended March 31, 2022
  2. Allocation of earnings for the financial year ended March 31, 2022
  3. Approval of the consolidated financial statements for the financial year ended March 31, 2022
  4. Approval of regulated agreements and commitments
  5. Approval of all components of the compensation paid to the corporate officers listed in I of article L. 22-10-9 of the French commercial code for the financial year ended March 31, 2022
  6. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2022 or allocated in respect of the same financial year to Yves Guillemot, Chairman and Chief Executive Officer
  7. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2022 or allocated in respect of the same financial year to Claude Guillemot, Deputy Chief Executive Officer
  8. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2022 or allocated in respect of the same financial year to Michel Guillemot, Deputy Chief Executive Officer
  9. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2022 or allocated in respect of the same financial year to Gérard Guillemot, Deputy Chief Executive Officer
  10. Approval of the components of the compensation and benefits paid during the financial year ended March 31, 2022 or allocated in respect of the same financial year to Christian Guillemot, Deputy Chief Executive Officer
  11. Approval of the compensation policy applicable to the Chairman and Chief Executive Officer
  12. Approval of the compensation policy applicable to the Deputy Chief Executive Officers
  13. Approval of the compensation policy applicable to the directors
  14. Appointment of Claude France as independent director
  15. Setting of the total amount of compensation allocated annually to directors
  16. Renewal of the term of office of Mazars SA as Primary Statutory Auditor
  17. Non-renewalof the term of office and non-replacement of CBA SARL as Alternate Statutory Auditor
  18. Authorization granted to the Board of directors to trade in the Company's shares

EXTRAORDINARY GENERAL MEETING

  1. Authorization granted to the Board of directors in order to reduce the share capital by cancelation of the own shares held by the Company
  2. Delegation of authority to the Board of directors to increase the share capital through the capitalization of reserves, profits, premiums or other amounts that would be eligible for capitalization
  3. Delegation of authority to the Board of directors to increase the share capital by issuing shares of the Company and/or securities granting access to the share capital of the Company or one of its subsidiaries and/or entitling holders to the allocation of debt securities, with maintenance of preferential subscription rights

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Bulletin no. 73

  1. Delegation of authority to the Board of directors to increase the share capital by issuing shares of the Company and/or securities granting access to the share capital of the Company or one of its subsidiaries and/or entitling holders to the allocation of debt securities, with waiver of preferential subscription rights through a public offering, excluding the offers referred to in 1° of article L. 411-2 of the French monetary and financial code
  2. Delegation of authority to the Board of directors to increase the share capital by issuing shares of the Company and/or securities granting access to the share capital of the Company or one of its subsidiaries and/or entitling holders to the allocation of debt securities, with waiver of preferential subscription rights by public offering referred to in 1° of article L. 411-2 of the French monetary and financial code (formerly "private placement")
  3. Delegation of powers to the Board of directors to issue shares and/or securities granting access to the share capital, in order to remunerate contributions in kind granted to the Company, with waiver of preferential subscription rights for shareholders
  4. Delegation of authority to the Board of directors to increase the share capital by issuing ordinary shares and/or compound securities, with cancelation of the shareholders' preferential subscription rights, for the benefit of members of company or Group savings schemes
  5. Delegation of authority to the Board of directors to increase the share capital by issuing ordinary shares and/or compound securities, with cancelation of the shareholders' preferential subscription rights, reserved for employees and/or corporate officers of certain subsidiaries of the Company within the meaning of article L. 233-16 of the French commercial code, for which the registered office is located outside France, excluding company or Group savings schemes
  6. Delegation of authority to the Board of directors to increase the share capital by issuing ordinary shares and/or compound securities, with cancelation of the shareholders' preferential subscription rights, reserved for categories of beneficiaries under an employee share ownership offering
  7. Authorization to the Board of directors to grant free ordinary shares of the Company to employees, including all or some of the members of the Ubisoft group Executive Committee, with the exception of the Company's executive corporate managing officers, subject of the twenty-ninth resolution
  8. Authorization to the Board of directors to grant free ordinary shares of the Company to the
    Company's executive corporate managing officers
  9. Overall ceiling for share capital increases
  10. Amendment to the Company's articles of association in order to remove the statutory clauses relating to preference shares

ORDINARY AND EXTRAORDINARY GENERAL MEETING

32. Powers for formalities

--------

The current health situation allows to hold the General Meeting without any restrictions concerning the presence of shareholders.

However, in the changing context of the Covid-19 pandemic, the Company could be required to modify the conditions for holding and taking part in its General Meeting.

Shareholders are invited to regularly consult the Company's website at: www.ubisoft.com - Investors Center - General Meeting - 2022.

The Company has also taken all possible measures to make it simple to vote by post or online. The Company's shareholders will be able to vote prior to the General Meeting by voting online on the secure Votaccess platform, voting by post with the paper voting form or appointing a proxy, in accordance with the conditions set out in this notice.

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Bulletin no. 73

1. Prerequisites to participate in the General Meeting

Any shareholder, regardless of the number of shares held and the way they are held (registered and/or bearer form), may participate in the General Meeting.

In compliance with article R. 22-10-28 of the French commercial code, this right is subject to the registration of the shares, no later than the 2nd business day preceding the General Meeting, i.e. Friday, July 1, 2022 at 00:00 (Paris time) ("D-2"), evidenced for the:

  • Registered shares (held in direct or administered account): by the registration of the shares in their name in the share account held for the Company by CACEIS CORPORATE TRUST,
  • Bearer shares: by the registration of the shares in the bearer share account held by the banking or financial institution with which the shares are registered, duly evidenced by a certificate of participation issued by this latter, where appropriate by electronic means, attached to the postal and proxy voting form (the "Single Form").

The Single Form with respect to:

  • Registered shares (held in direct or administered account): is sent automatically with the notice of meeting brochure, without the need for the shareholder to request it;
  • Bearer shares: is available on the Company's website (www.ubisoft.com - Investors Center
    - General Meeting - 2022) or may be obtained from CACEIS CORPORATE TRUST - Service Assemblées Générales Centralisées - 12, place des États-Unis - CS 40083 - 92549 MONTROUGE CEDEX ("CACEIS"). The request must be made by simple letter at the latest 6 days preceding the General Meeting, i.e. Wednesday, June 29, 2022 before midnight.

The Single Form is available on the Company's website since Tuesday, June 14, 2022, i.e. 21 days before the General Meeting.

2. Methods for participating in the General Meeting

The shareholders may choose one of the following three methods of participation:

  • attend the General Meeting in person;
  • vote remotely (postal voting form or e-voting, as the case maybe);
  • be represented and grant a proxy to the Chairman of the Meeting, to his/her spouse or partner to whom he/she is bound by a Civil Solidarity Pact, to another shareholder, or to any individual or legal entity of his/her choice under the conditions provided for by articles L. 225-106 and L. 22-10-39 of the French commercial code or, even, without specifying any representative - it being stated that in the case of a proxy granted without mention of a representative, the Chairman of the Meeting will vote in favour of draft resolutions presented or adopted by the Board of directors and against all other draft resolutions.

Regardless of how they choose to participate, the shareholders are recommended to cast their vote at the earliest to facilitate its processing.

The shareholders have two manners to choose the method for participating in the General Meeting:

  • either by using the online voting platform Votaccess (recommended);
  • or by using the Single Form.

Pursuant to article R. 22-10-28 of the French commercial code, a shareholder who has already cast a vote or sent a proxy or requested an admission card, may at any time sell all or some part of his/her shares. Nevertheless, if the sale occurs before D-2, CACEIS will void or amend, as applicable, the vote cast or the proxy granted or the admission card. To this end, the authorized intermediary informs CACEIS or its agent of the sale and provides it with the information required. No sale or any other transaction completed after D-2, whatever the means used, may be notified by the authorized intermediary and/or taken in consideration, notwithstanding any agreement to the contrary.

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BULLETIN DES ANNONCES LEGALES OBLIGATOIRES

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  1. Instructions submitted online via the VOTACCESS platform (recommended)
    The VOTACCESS platform will be accessible from Monday, June 20, 2022 at 10:00 a.m. (Paris time) to Monday, July 4, 2022 at 03:00 p.m. (Paris time).
    To avoid any potential overloading of the VOTACESS platform, it is recommended not to wait until the day preceding the Meeting to transmit your instructions.
    To access VOTACCESS and vote remotely, grant a proxy, revoke a proxy appointed formerly or request an admission card, the shareholder must follow the procedures described below:
    • Registered shares (held in direct or administered account): To access VOTACCESS, the shareholders will have to connect via the website OLIS Actionnaire of CACEIS to the following address: https://www.nomi.olisnet.com:
      • Registered shares (held in direct): The shareholders will have to connect to OLIS Actionnaire website with the login ID and password they usually use to consult their account. The login ID is mentioned on the Single Form sent with the notice of meeting brochure;
      • Registered shares (administered account): The shareholders will have to connect to OLIS Actionnaire website with the login ID mentioned on the Single Form sent with the notice of meeting brochure. Once connected, they will have to follow the on-screen instructions in order to access VOTACCESS.
    • Bearer shares: They will have to check with their account-keeping institution if this latter signed up or not to VOTACCESS, and, as the case maybe, if it is subject to specific conditions of use:
      • if the shareholder's account-keeping institution has signed up to the VOTACCESS platform, the shareholder will have to log on to this institution's portal using his/her usual login ID and follow the on-screen instructions in order to access VOTACCESS to vote remotely, grant a proxy, revoke a proxy appointed formerly or request an admission card;
      • if the shareholder's account-keeping institution has not signed up to the VOTACCESS platform, the shareholder shall send his/her instructions to the financial intermediary in charge of the management of his/her share account, who will forward them to CACEIS. It is specified that the appointment or revocation of a proxy can however be made by electronic means in accordance with the methods described below.
  2. Instructions submitted by using the Single Form
    To be taken into account and regardless of the form in which the shares are held (registered or bearer), the Single Form completed, signed, dated and, if required, with the certificate of participation attached, shall be sent to CACEIS no later than 3 days preceding the General Meeting, i.e. Saturday, July 2, 2022.
    The Single Form shall under no circumstances be sent directly to the Company.
    To attend the General Meeting in person, the shareholders shall beforehand request an admission card:
  • for registered shareholders: by completing the Single Form, sent with the notice of meeting brochure, and specifying that he/she wishes to participate in the General Meeting and to obtain an admission card, and then returning it dated and signed with the envelope attached to the brochure to CACEIS;
  • for bearer shareholders: by asking the financial intermediary in charge of the management of his/her share account, an admission card. Requests for admission cards by post must be received by CACEIS, no later than 3 days before the Meeting, i.e. Saturday, July 2, 2022.

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Ubisoft Entertainment SA published this content on 20 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2022 07:33:04 UTC.