Ubisoft 2001 Annual Report Download

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RAPPORT ANNUEL 2002 1
Ubi Soft Entertainment is Europe's number 3 video game publisher and a world leader
in a sector that is, in turnover, bigger than the movie industry. Given its strong growth performance over the
last five years, +40% on average, its objective is to be among the top 5 independent game
publishers worldwide by 2006. The group’s ambition relies on an internal growth that surpasses the
average market growth as well as on strategic acquisitions.
Created in 1986, Ubi Soft deploys the talents of 1,900 people around the world. Today, the company is the
world's second largest force in video game creation. Its studios have developed such original
creations as Rayman®and hits based on famous licenses that include Batman™: Vengeance™ and Disney’s Tarzan™
Freeride. Ubi Soft is also the publisher of well-known game titles such as Myst®III: Exile, Battle Realms®and IL2
Sturmovikâ„¢. Sales of its products are assured worldwide through an efficient distribution network operating in
21 countries.
Supported by the experience of its studios, the creation and deployment of
international brands, the
successful integration of new acquisitions and a sound financial footing, the group's long-term growth prospects
remain promising.

Table of contents

  • Page 1
    ... group's ambition relies on an internal growth that surpasses the average market growth as well as on strategic acquisitions. Created in 1986, Ubi Soft deploys the talents of 1,900 people around the world. Today, the company is the world's second largest force in video game creation. Its studios...

  • Page 2
    ... studios in 1994. Today we are the second largest force in video game creation worldwide. Development teams are set up in 10 different countries throughout North America, Europe and Asia. As a result of the combined contribution of this extraordinary talent base and successful acquisitions...

  • Page 3
    ...products in more than 50. In FY 2001/2002, Ubi Soft opened new distribution subsidiaries in Belgium, Holland, Canada and Switzerland. We added Korea and Finland in 2002. Sales in North America increased twofold. In Europe, sales also registered strong growth of approximately 21%, while sales in Asia...

  • Page 4
    ...periods. This sustained and managed growth has assured the group a solid groundwork and improvements in profitability. A WINNING STRATEGY IN FIGURES A DYNAMIC GROWTH PERFORMANCE In line with forecasts, for the 2001/2002 financial year Ubi Soft registered a 42% increase in sales related to the prior...

  • Page 5
    ... in key markets by optimizing the performances of existing structures, opening new commercial offices and through acquisitions. Sales have increased twofold in North America, by over 20% in Europe and 55% in the Asia-Pacific region. Ubi Soft has anticipated the development of new gaming platforms...

  • Page 6
    Ubi Soft has been listed on the Euronext Paris stock exchange since 1996. Ubi Soft is included in the SBF120 index and has been a component of the Euronext Next Economy index since January 2002. Today, four securities are listed on the Premier Marché of Euronext Paris: UBI SOFT'S SHARE ...

  • Page 7
    ... G E (1) â,¬ 100 Maximum Price (â,¬) 80 Average Price (â,¬) Minimum Price (â,¬) 60 60 80 â,¬ 100...dates factor in the 5-for-1 stock split on January 17, 2000. BREAKDOWN OF SHARE CAPITAL On August 1, 2002, the Guillemot Family held 26% of voting rights. Guillemot family 16% 5% Ubi Soft Entertainment...

  • Page 8
    ... globe-hopping with the latest gear and drink in some sweet new graphics as this series sets a new standard." - PC Gamer â- Tom â- The Clancy games are the second best-selling tactical shooting franchise of all times. Rainbow Six® line has sold more than 7.5 million copies worldwide. TOM CLANCY...

  • Page 9
    TOM CLANCY'S SPLINTER CELL "The graphics are amazing and the gameplay is deep and challenging. This game is turning heads and is going to be a breakout hit on Xboxâ„¢." - Microsoft â- Tom TM Clancy's Splinter Cellâ„¢ takes the brand into a whole new genre: Third-Person Stealth Action. 9

  • Page 10
    ...stable in value terms. Growth for game software should range between 4% and 5% per year until 2005(6). (1) (2) (3) (4) (5) (6) IDG, March 2002. USA Stand E3 2002 - Ubi Soft - Los Angeles. Europe Japan launch date price at launch date current price* launch date price at launch date current price...

  • Page 11
    ... one game a month. A NEW GENERATIONS OF GAMERS With the development of online gaming possibilities for consoles and the growing availability of PC-based multiplayer online gaming, the world of interactive entertainment is constantly expanding. Massively multiplayer online (MMO) games are playable...

  • Page 12
    ...Paris, Casablanca to Shanghai, Raleigh to San Francisco, 1,260 Ubi Soft specialists at 10 development sites devote their talent and expertise to the creative process. They share a common priority: the design of high-quality games and future worldwide hits, to provide maximum entertainment and gaming...

  • Page 13
    ... on for new gaming consoles, to take advantage of this platform's expansion and adapt products to market developments. Ubi Soft studios are currently developing a number of console games in-house (34 for PS®2, 26 for GameCubeâ„¢, 21 for Xboxâ„¢, 20 for GBA and 48 for PC). â- Ubi Soft's 2002/2003...

  • Page 14
    ... its local product sales and is widely present in retail displays. As a result, Ubi Soft has gained market share throughout the world. It ranks 6th in the PC segment in the US, and holds between 3rd and 5th place in Europe for all platforms combined. Ubi Soft is also the leading game publisher in...

  • Page 15
    ... (Italy), Quick (France), Wendy's (USA). Media: AOL(UK), Cartoon Network (USA), Discovery Channel/Animal Planet (USA), Fox (UK), Mirror (UK), T-Online (Germany). Publishing: Bayard Publishing (France), Goldmann Publishing (Germany), Group Correo publishing (Spain). Entertainment: Futuroscope (France...

  • Page 16
    BRANDS Creating Original Brands "...easily one of the most visually impressive games on the PlayStation® 2." - GameSpot â- Michel Ancel, the father of Rayman®, unveils his latest creation to critical acclaim. PROJECT BG&E* * Working title. 16

  • Page 17
    RAYMAN ® 3 : HOODLUM HAVOC Making Hits "Rayman® 3 is one of the best looking titles for all nextgeneration systems. "- IGN.com â- The Rayman franchise has sold more than 11 million copies worldwide. 17

  • Page 18
    ... demands and new information about Ubi Soft's games. Currently, one of every two games developed in Ubi Soft's in-house studios offers online options. For PC games, this percentage is even higher (80% this year, as compared with 50% last year). Gaming consoles with Internet connections are also...

  • Page 19
    ... a subscription system, in general monthly. With the introduction of Shadowbane in North America, Ubi Soft has achieved a breakthrough in the MMO gaming market. Shadowbane, developed by Wolfpack Studios, is the leading massively multiplayer online game that combines the genres of medieval fantasy...

  • Page 20
    BRANDS The Cult Series "The Settlers® is a great series that has gotten better with every new release..."- PC Format â- Over 3.5 million units from the series have been sold in the world. THE SETTLERS® IV 20

  • Page 21
    CHESSMASTER ® 9000 Owning a Genre "The Chessmaster® line is the only way to go if you're looking for a chess program. " - GameSpot.com â- Chessmaster® is the dominant, best-selling brand in the chess category, selling more than 5 million copies worldwide. 21

  • Page 22
    ...a video game. The creative teams include: 540 women, 1,360 men, 22 nationalities. Those who contribute to the production process include: graphic artists,game designers, sound designers, info-designers, IT specialists, animators, script writers, data managers, testers and others. Publishing involves...

  • Page 23
    BRANDS License to Thrill "Ubi Soft's XIII is one of the most refreshing First-Person Shooters of this year." - GameSpot.com â- XIII takes gamers on a hair-raising journey into a comic book world. XIII 23

  • Page 24
    BRANDS One of the Best-Selling PC Franchises in the World "Myst® III has the same lush, hypnotic scenery as its best-selling predecessors." - Time Magazine â- The Myst® series has already sold 11 million copies worldwide. MYST ® III : EXILE 24

  • Page 25
    2001/2002 FINANCIAL REPORT 25

  • Page 26
    ... INANCIAL REPORT 28 28 1. History of the Group 1.1 Key dates and major developments 2. Financial Year 2001/2002 2.1 Highlights of the financial year 2001/2002 2.2 The Group's organizational structure 2.3 Activity analysis 2.3.1 2.3.2 2.3.3 2.3.4 2.3.5 2.3.6 Annual and quarterly consolidated sales...

  • Page 27
    ... on Ubi Soft Entertainment S.A. 6.1.1 6.1.2 6.1.3 6.1.4 6.1.5 6.1.6 6.1.7 6.1.8 6.1.9 6.1.10 Company name and registered office Legal status Jurisdiction Company founding and expiration dates Objects of the company (Article 3 of the Articles of Association) Trade and Companies Register Location of...

  • Page 28
    ... markets (UK, Germany and USA). 1999 /2000: The Group restructured, into its current organization The sale and distribution of products was divided between two geographic centers, EMEA (Europe, Middle East, Asia) and the USA. A corporate structure based in Montreuil, France, was set up to manage...

  • Page 29
    ... distribution network with the purchase in Austria of Gamebusters (March 2000) and in Italy of 3D Planet SpA (July 2000). The group has also taken over the distribution of software from the Guillemot Corporation in Germany (May 2000), France (January 2001), Holland (March 2001), Belgium and Canada...

  • Page 30
    ... will employ about ten staff, will be the sale, distribution and promotion of products throughout Canada. June 2001 â- â- Myst®III: Exile topped the sales charts in the United States according to PC Data and Amazon.com ratings. According to Australia's Inform Official National Chart, the game...

  • Page 31
    ... the film Planet of the ApesTM for PC, Game Boy®Advance and GameTM Boy Color. â- Signing of an agreement covering the marketing of one of the first role-playing games designed for the GameCubeTM, Evolution Worlds. Ubi Soft acquired the publishing rights for this game from Entertainment Software...

  • Page 32
    ... will be produced for Game Boy®Advance. Ubi Soft signed an exclusive licensing agreement with CBS Consumer Products® to design games derived from the television series CSI: Crime Scene InvestigationTM for PC and consoles. The version for PC will be the first to be marketed worldwide in the second...

  • Page 33
    ...% 100,00% Ubi.com S.A. Ubi.com Inc. Ubi Soft France S.A. Marketing (France) (Germany) (Spain) (Italy) (USA) (Japon) (Australia) (France) (Danemark) (Belgium) (China) (Netherland) (Sweden) (Austria) ((Brazil) (France) (Canada) (Finland) (Norvay) (France) (Switzerland) 99,94% 100,00% 99,95% 99,99% 99...

  • Page 34
    ...designed and produced by third-party developers, for which Ubi Soft finances and supervises production in exchange for acquiring the license. Ubi Soft then handles localization and manufacturing, and of course marketing and sales distribution. The company receives revenue from product sales and pays...

  • Page 35
    FINANCIAL REPORT Financial Year 2001/2002 2.3.3 Production volumes evolution Number of titles produced in-house and in co-production (third-party): 2001/2002 2000/2001 2.3.5 Platform sales break-down 2001/2002 2000/2001 Number of titles* * 58 61 title = 1 game on several platforms (i.e. Batman...

  • Page 36
    ... of Ubi Soft Entertainment staff around the world as of March 31, 2002: Country Germany Australia Austria Belgium Brazil Canada China Denmark Spain United States France Great Britain Netherlands Hong Kong Italy Japan Morocco Norway Romania Sweden Switzerlands e) Flexible working hours and legal...

  • Page 37
    ...financial year Significant Rise in Profitability During fiscal year 2001/2002, Ubi Soft's sales, in line with its forecasts, were up 42% from the previous year. Internal growth was 18%, twice that of the world video game market. The contribution of acquisitions in 2000/2001 was higher than the Group...

  • Page 38
    ... North American market, the Patent and Trademark Office in Washington D.C.). In addition, games designed by Ubi Soft Entertainment S.A. are covered by international copyright laws. Ubi Soft Entertainment S.A. has not filed any patents and does not depend on any particular patent. Like all publishers...

  • Page 39
    ...policy Since its early days as distributor, Ubi Soft has transformed itself into an integrated company capable of carrying out each stage in the production of a game, from design to distribution. Today, its strategy centers on the production of triple-A quality video games and "time to market" games...

  • Page 40
    ...Risks relating to liquidity problems and exchange rate volatility Euronext market (Paris Bourse) has experienced, last months, considerable fluctuations in prices and volume, which have had a considerable impact on the share prices of a large number of companies. Sometimes these fluctuations were in...

  • Page 41
    ... massively multiplayer online games in the world, to be launched in Europe. Ubi Soft won several awards in various categories at the E3 (Electronic Entertainment Expo) in Los Angeles: • Tom Clancy's Splinter CellTM, awards for Best Action/ Adventure Game, Best Game for XboxTM and Best Graphics...

  • Page 42
    ... of internet connections in consoles, which will become operational in the second semester of 2002, will also speed up growth in the field of online games. 2.8.3 Outlook on 2002/2003 fiscal year Ubi Soft's studios around the world are currently developing and planning 75 titles for all platforms...

  • Page 43
    ... Net Goodwill Intangible assets Tangible fixed assets Financial assets Fixed assets...Share capital (Group share) Minority interests Provisions for risks and charges Borrowings (4) Current...XIII XIV Total Liabilities (1) (2) (3) (4) of the consolidated parent company including net income for financial...

  • Page 44
    ... Financial charges and income * Pre-tax profit of consolidated companies Exceptional income/expense Corporate tax Net profit of consolidated companies Share of earnings of equity affiliates Amortization of goodwill Total net profit of consolidated company Minority interests Net profit (Group share...

  • Page 45
    ...of shareholders' current accounts Other flows Total flows arising from financial transactions Impact of translation differential Net cash flow Net cash position at the beginning of the financial year Net cash position at the end of the financial year (1) including cash position of acquired companies...

  • Page 46
    ... and transferred TLC's business assets to its subsidiary Red Storm Entertainment Inc. It also acquired 40% of the company 3D Planet, and sold its shares in Blue Byte GmbH to its subsidiary Ubi Soft Entertainment GmbH. Switzerland and Canada now handle distribution of their products. In light of the...

  • Page 47
    FINANCIAL REPORT Consolidated accounts Any brands acquired are entered at their acquisition cost. In the case of brands which are created, the cost of registering them is immobilized. Brands are reviewed for each set of Annual Accounts in the light of changes in the potential sales they generate, ...

  • Page 48
    ... other than the Euro. In such cases the closing rate method is used. This involves converting the assets and liabilities of foreign subsidiaries at the exchange rate in force at the closure of the financial year, while the income statement is converted at the average annual rate. Share capital is...

  • Page 49
    ... France China France Canada France France Morocco USA Denmark France Canada Hong Kong Netherlands Belgium Spain Italy France USA Marketing and Engineering 1996 Marketing Engineering Internet services Global marketing Engineering Copyright management Marketing Interactive script development Creation...

  • Page 50
    country COMPANIES Ubi Soft Entertainment Ltda Ubi Productions France SARL Ubi World Studios SARL Ubi Computer Software Beijing Company Ltd. Ubi Soft Publishing OEM Inc. Ubi Studios KK Ubi Soft Entertainment Sweden AB Ubi Color SARL Ubi Marketing Research SARL Ubi Digital Movies Inc. Ubi Music Inc. ...

  • Page 51
    ... 266 Acquired company UBI Studios S.A. UBI Pictures S.A. Ubi Soft Inc. Ubi Soft Entertainment Ltd. Ubi Soft Entertainment GmbH Ubi Soft Holdings Inc. Sinister Games Inc. 3D Planet SPA Blue Byte Software Ltd. Blue Byte Software GmbH CO.KG Blue Byte Software Inc. Storm Entertainment Ubi Soft Canada...

  • Page 52
    ....01 Acquired company UBI Studios S.A. UBI Pictures S.A. Ubi Soft Inc. Ubi Soft Entertainment Ltd. Ubi Soft Entertainment GmbH Ubi Soft Holdings Inc. Sinister Games Inc. 3D Planet SPA Blue Byte Software Ltd. Blue Byte Software GmbH CO.KG Blue Byte Software Inc. Red Storm Entertainment Ubi Soft Canada...

  • Page 53
    ... a net increase in mergers and account to account reclassification of â,¬ 98,292,000. * Software that has been released or is in production also include Mâ,¬ 9 in external developments. â- â- â- released software programs: software developed in-house and marketed external developments: software...

  • Page 54
    ... the accounts All software currently being marketed is amortized over a maximum of 3 years as of March 31, 2002. III. TANGIBLE FIXED ASSETS Tangible fixed assets break down as follows: On 03.31.01 Tangible fixed assets Gross Increase Decrease Change in consolidation structure (12) (23) (1) / / (36...

  • Page 55
    ... GameLoft.com Ltda (Brazil) Students-life.com Ubi Soft Entertainment S.A. (Switzerland) Ubi Soft Entertainment Finland OY Total 11,224 Companies on which the Group does not exert any significant influence are not included in the consolidation structure. The companies concerned are Gameloft...

  • Page 56
    ...effect from April 1, 2002, Ubi Soft Entertainment has sold its minority holdings in Financière Yaccom, Ludopia Interactive and Students-Life.com. These holdings were sold to the Guillemot Brothers holding company on the basis of their original purchase price, in exchange for shares in Gameloft.com...

  • Page 57
    ...over the 2001/2002 financial year. IX. INVESTMENT SECURITIES Investment securities break down as follows: Nature Equity shares Investment funds Gross value 18,539 21,826 Net value 18,539 21,826 TOTAL 40,365 40,365 Number Nature Equity shares 568,141 Av. price â,¬ 32,63 Gross value Kâ,¬ 18,539...

  • Page 58
    ...31, 2002, Ubi Soft Entertainment S.A.'s capital consisted of 17,368,732 shares with a face value of â,¬ 0.31 each, i.e. â,¬ 5,384,307. Maximum number of shares that may be created: 5,646,664 â- â- â- by bond conversion: 3,905,470 by exercise of stock options: 827,594 by exercise of warrants: 913...

  • Page 59
    ... and Extraordinary General Meeting of September 13, 2000, authorized the Board of Directors to carry out a new UBI SOFT ENTERTAINMENT equity issue reserved for employees of the company and its French subsidiaries, to a maximum of 2.5% of the total shares comprising the company's share capital at...

  • Page 60
    ... with low levels of activity. XIII. FINANCIAL DEBTS Financial debts break down as follows: 03.31.02 Bond debentures Borrowings from credit institutions Accrued interest Advances in foreign currencies SPOT line of credit Medium-term syndicated line of credit Bank overdrafts Borrowings resulting from...

  • Page 61
    ... or 100% of the issue price Number and face value: Issue price: Due date and settlement day: Term of bond: Annual yield: Gross redemption yield: Normal redemption: As a consequence of the 5-for-1 stock split, one bond allows five shares to be subscribed with a face value of â,¬ 0.31 163,721 bonds...

  • Page 62
    ... by the Extraordinary General Meeting of October 19, 2001 the Board of Directors agreed to issue bonds with the option of conversion into and/or exchange for new or existing shares in the company to a total maximum value of about 172.1 million Euros. Number and face value: Issue price: Due date and...

  • Page 63
    ... accounts Geographic breakdown of assets : Assets (net values) in Kâ,¬ France Germany Great Britain Rest of Europe United-States Canada ROW 03.31.02 Total Goodwill/Business assets/Trademarks Intangible,assets Tangible assets Financial assets Fixed assets Inventory,and work-in-progress...

  • Page 64
    ... conversion differential taken to share capital amounts to. Kâ,¬ 531. This total essentially reflects the fall in dollar values between the historic value and the closing rate on March 31, 2002. Currency risk: In order to hold down the Group's foreign exchange risks, Ubi Soft Entertainment covers...

  • Page 65
    ... integrated into the consolidation structure during the financial year, together with the bonus on the purchase of equity shares, the compensation paid by Take2 and bankruptcy of the customer Kmart. VII. CORPORATE TAXE Corporate tax breaks down as follows: 03.31.02 Current tax Deferred tax 2,869...

  • Page 66
    ...: â- Ubi Studios Ltd.: Kâ,¬ 3,769. Ludimedia S.A.: Kâ,¬ 377. As a precaution, and given the size of the deferred tax credits, it was decided to use the tax credits to Kâ,¬ 693. â- VIII MISCELLANEOUS INFORMATION 1. Geographic breakdown of earnings En K â,¬ France Sales Other operating income...

  • Page 67
    ...2002, employee numbers break down as follows: Europe Asia Canada USA Morocco Romania Australia Brazil 934 234 369 211 73 63 14 3 On August 30, 2002 GUILLEMOT BROTHERS S.A. gave to GUILLEMOT CORPORATION S.A. one million of shares for an amount of Mâ,¬ 15. At this date GUILLEMOT CORPORATION S.A. hold...

  • Page 68
    ... 03.31.01 Net 03.31.00 Net Intangible assets Goodwill Tangible fixed assets Financial assets Fixed assets Inventory and work-in-progress Advances and installments paid Trade receivables Other receivables Investment securities Cash Current assets Redemption premium Accrued expenses 258,055 12,867...

  • Page 69
    ...before interest and tax Financial income from equity holdings Income from other securities and claims on fixed assets Other interest and related income (1) Write-back of provisions Unrealited exchange gains Net proceeds from sales of transferable securities Total financial proceeds Appropriations to...

  • Page 70
    ... holding Acquisition of other financial fixed assets Charges to be spread over several years Disposal of fixed assets Proceeds from long-term loans and other financial assets Cancel of equity investment after merger Total flows arising from investments Flows arising from financial transactions New...

  • Page 71
    ... also acquired 40% of the company 3D Planet, and sold its shares in Blue Byte GmbH to its subsidiary Ubi Soft Entertainment GmbH. Intangible assets These mainly consist of software design expenses, i.e.: â- â- commercial software programs which are in production or being marketed; software tools...

  • Page 72
    ... fees. If the book value is lower than the gross value at the end of the year, a provision for depreciation is made to cover the difference. The value of an equity holding is reviewed at the end of each financial year on the basis of the net position of the subsidiary concerned on that date and its...

  • Page 73
    FINANCIAL REPORT Corporate accounts Depreciation On 03.31.01 Cumulative Released parent software programs External developments Software tools Other licenses... FIXED ASSETS Tangible fixed assets On 03.31.01 Gross Fittings Transport equipment Computer equipment and furniture Tangible fied assets in ...

  • Page 74
    ... (San Francisco) and Ubi Holding Inc., totaling Mâ,¬ 14,3 and Mâ,¬ 21,8 respectively. The reduction equity holdings is due to the merger between Ubi Soft Entertainment S.A. and Ubi Ventures S.A, together with the transfer of Blue Byte GmbH shares to Ubi Soft GmbH. Provisions On 03.31.01 Cumulative...

  • Page 75
    ... on fixed assets Loans Other financial assets Claims on current assets Doubtful debts Trade receivables State (VAT credit, other) Group and partners Advances and installments Other debtors Prepaid expenses Total STATEMENT OF DEBTS Convertible bond debentures Borrowings from credit institutions Trade...

  • Page 76
    ... Credits receivable from suppliers Products not yet billed Interest receivable Total 2,513 5,048 53 7,614 IX. INVESTMENT SECURITIES Investment securities are booked at acquisition cost. At the closure any capital losses are provisioned. Number Nature Equity shares UCITS 568,141 8,039 Ave. price...

  • Page 77
    .... The employees subscribed 47,007 shares via the Ubi Actions FCPE. The Board of Directors took note of this equity issue on July 13, 2001. Number of Ubi Soft Entertainment shares On 04.01.01 Exercised options Bond conversion Share subscription warrants exercised Subscription Company Savings Scheme...

  • Page 78
    ...increases and issue premiums during the past financial year were partly driven by the exercise of stock options. For the record, the exercise conditions of the stock option plans are as follows: 2th Plan Initial number of shares Face value Subscription price Date of validity 250,000 â,¬ 0.31 â,¬ 12...

  • Page 79
    FINANCIAL REPORT Corporate accounts XV. Financial Debts Financial Debts break down as follows: 03.31.02 Bond debentures (1) Borrowings from credit... payable on 03/31/02 The breakdown of financial debts by currency is as follows: 03.31.02 French francs Euros US dollars Pound sterling 195,705 24,285 ...

  • Page 80
    ... characteristics of the third convertible bond issue O.C.E.A.N.E. (bond convertible / exchangeable into new and/or existing shares): Number and face value: 3,150,000 bonds with a face value of â,¬ 47.50. Each bond give you the right to obtain a share Issue price: Due date and settlement day: Term...

  • Page 81
    ... 31, 2002, is as follows : Kâ,¬ Germany UK Scandinavia Italy France Rest of Europe USA Reste of the world 33,976 30,943 8,259 9,901 50,952 25,426 56,139 10,538 % 15 14 4 4 23 11 24 5 Total 226,134 100% III. NET FINANCIAL INCOME/EXPENSE Net financial income breaks down as follows: 03.31.02 03.31...

  • Page 82
    ... the same currency. Thus if the exchange rate rises or falls, any gain or loss on the loan is offset by a gain or loss on the parent company's loan in the opposite direction. in the case of risks on currency sales associated with commercial transactions, these are either automatically offset during...

  • Page 83
    ... commitments are insignificant. Various products are marketed under licensing agreements signed by Ubi Soft Entertainment S.A. As of March 31, 2002, the commitments accepted by the company provided for the payment of guaranteed minimum royalties. At the closure of the financial year, commitments by...

  • Page 84
    ... company Net Net Dividends sales income collected (excl. for last tax) complete year (currency 1000) Gross Net (currency 1000) (currency 1000) SUBSIDIARIES AT LEAST 50% OF CAPITAL HELD UBI SOFT ENTERTAINMENT GmBH UBI SOFT HOLDINGS Inc. SINISTER GAMES Inc. UBI SOFT SPA UBI SOFT Inc. UBI SOFT...

  • Page 85
    ...by exercise of stock options • by exercise of warrants Sales (Kâ,¬) Pre-tax income, profit sharing, appropriation (Kâ,¬) Corporate tax (Kâ,¬) Employee profit-sharing Income after tax, profit-sharing, appropriations (Kâ,¬) Distributed earnings Net earnings per share before appropriations (Kâ,¬) Net...

  • Page 86
    ... to the assignment allocated to us by your General Meetings, we have audited the consolidated accounts of UBI SOFT ENTERTAINMENT S.A. for the financial year to March 31, 2002, as appended to this report. The annual accounts have been prepared by the Board of Directors. It is our task to express an...

  • Page 87
    ... our report on the financial year ended March 31, 2002 concerning: the examination of the UBI Soft Entertainment S.A. annual accounts, as appended to this report, including the specific checks and information required by law. The annual accounts have been prepared by the Board of Directors. It...

  • Page 88
    ... by the Board of Directors on December 31, 2001. Acquisition of 499 shares of LUDI FACTORY Ldt. for a total of 381,123 Euros. â- 1-4 WITH UBI SOFT ENTERTAINMENT G.M.B.H. Agreement authorized by the Board of Directors on February 22, 2002. Sale of all the shares of BLUE BYTE SOFTWARE GMBH & CO. KG...

  • Page 89
    ..., and Christian GUILLEMOT. Agreement authorized by the Board of Directors on December 1, 1998. Under a license agreement for educational and cultural software, your company paid a total of 791,518.35 Euros (excluding tax) during the financial year ended March 31, 2002. Rennes and Paris, August 26...

  • Page 90
    ...we certify that the total of all remuneration, to the highest-paid employees of the company, amounted to â,¬ 275.331. This amount correspond to the amount registered in the accounts. The Board of Directors Rennes and Paris, August 26, 2002 BY THE STATUTORY AUDITORS CABINET ANDRE METAYER COMPAGNIE...

  • Page 91
    ... the Annual General Meeting called to approve the financial statements for the period to March 31, 2007. THIRD RESOLUTION (Approval of contractual agreements of the types specified in Articles L 225-38 and L 225-42 of the Code du Commerce) The General Meeting, having heard the special report of...

  • Page 92
    ... or exchange of value in connection with operations for growth by acquisition; allocation to employees or officers of the Company and affiliated entities, enabling them to benefit from the Company's growth, of an option plan for the purchase or subscription of shares, or a corporate savings plan; in...

  • Page 93
    ... part of the assets of the Company forming its business divisions relating to the production of video games and their distribution in Europe, Asia and the Middle East to UBI EMEA, shall be deemed effective only on completion of the Extraordinary General Meeting of shareholders in UBI EMEA approving...

  • Page 94
    ... treatment extended to this type of plan. The General Meeting hereby notes that the Company has granted under the aforementioned plan 44,605 share subscription options to officers and employees of the USregistered companies SINISTER GAMES Inc. and UBI SOFT ENTERTAINMENT Inc., at a subscription price...

  • Page 95
    ... provisions of L 225-129 of the Code du Commerce, for a period of twenty-six months. SEVENTH RESOLUTION (Empowerment of the Board of Directors to make increases in the share capital of the Company with accompanying cancellation of preferential stock subscription rights, up to a total nominal amount...

  • Page 96
    ... cancellation of the preferential subscription rights of the shareholders, both in France and abroad, of the following: (a) shares to which may nor may not be attached warrants for the subscription of stock in the Company; (b) securities giving a right - by subscription, conversion, exchange...

  • Page 97
    ... next Annual General Meeting of shareholders of the Company called to approve the financial statements of the current financial year. NINTH RESOLUTION (Empowerment of the Board of Directors to issue stock in connection with the Ubi Soft corporate savings plan) The General Meeting, having taken note...

  • Page 98
    ...Article L 225-184 of the Code du Commerce, the Board of Directors shall inform the shareholders each year, in a report to the Annual General Meeting, of all operations conducted under the terms of the present resolution. In the event that the options for the subscription and/or the purchase of stock...

  • Page 99
    ... of stock) The General Meeting, having taken note of the report of the Board of Directors and the special report of the Statutory Auditors, hereby authorizes the Board of Directors: â- to cancel shares acquired under the authorization given to it under the sixth resolution on the agenda for...

  • Page 100
    ..., financial statements and reports, and minutes of General Meetings may be consulted at the abovementioned registered business office. the creation, publishing and distribution of all kinds of multimedia, audiovisual and computer products, especially video games, educational and cultural software...

  • Page 101
    ... the form of shares. 6.1.10 General Meetings (Article 14 of the Articles of Association) General Meetings shall consist of all the shareholders, with the exception of the company itself, Ubi Soft Entertainment S.A. They shall represent the totality of shareholders. General Meetings shall be called...

  • Page 102
    ...Articles L 225-209 et seq. of the Commercial Code the objectives of this program are, in order of priority, to: â- â- â- â- grant stock options to the employees and/or officers of the company and/or its Group. As part of this share buyback program, by August 1st, 2002 the company had acquired...

  • Page 103
    ... General Meeting of September 2, 1997 in order to issue convertible bonds without subscription right to a value of Mâ,¬ 15.275 (FF 100.2 million). â- Chief characteristics of the first bond issue: Number and face value: Issue price: Due date and settlement day: Term of bond: Annual yield...

  • Page 104
    ... of Directors agreed to issue bonds with the option of conversion into and/or exchange for new or existing shares in the company to a total maximum value of about 172.5 million Euros. â- Chief characteristics of the 1999 equity warrants: Number and face value : Issue price: Due date and settlement...

  • Page 105
    ...million in face value. The Extraordinary General Meeting of September 13, 2000 authorized the Board of Directors to grant stock options to employees of the Group, entitling them to subscribe for a total number of shares not exceeding 2.5% of the total shares comprising the company's share capital at...

  • Page 106
    1st Plan Date of the General Meeting Date of Board of Directors' meeting 06.15.96 06.15.96 2nd Plan 09.02.97 04.22.97 3rd Plan 09.02.97 10.23.98 4th Plan 09.13.00 12.08.00 5th Plan 09.13/00 04.09/01 6th Plan 10.25.01 04.24.06 SHARE SUBSCRIPTION OR PURCHASE...

  • Page 107
    FINANCIAL REPORT General information on the capital Number Expiry date Price Plan no SHARE SUBSCRIPTION OR PURCHASE OPTIONS GRANTED DURING THE FINANCIAL YEAR Options granted to corporate officers Options granted to the ten non-officer employees with the highest number of options: - 1 employee -...

  • Page 108
    ... Movements in share capital Date Nature of transaction Number of shares Number of shares (cumulative) Amount of increase in capital Share face value (in FF) * Issue premium (in FF) * Accumulated amounts in capital (in FF) * by cash contribution (in FF) * 03/1986 Formation of the company 09/1990...

  • Page 109
    FINANCIAL REPORT General information on the capital Movements in share capital (follows) Date Nature of transaction Number of shares Number of shares (cumulative) Amount of increase in capital Share face value (in FF) * Issue premium (in FF) * Accumulated amounts in capital (in FF) * by cash ...

  • Page 110
    ... of August 1, 2002 Capital Numbe of shares % Voting rights Number of voting rights % Guillemot Brothers S.A.* Claude Guillemot Yves Guillemot Michel Guillemot Gérard Guillemot Christian Guillemot Other Guillemot family members UBI Soft Entertainment S.A. Gameloft S.A. Public** Total 1,915,227 147...

  • Page 111
    ...03.31.99 Number of shares Capital % Voting rights Number of voting rights % Claude Guillemot Michel Guillemot Yves Guillemot Gérard Guillemot Christian Guillemot Suzanne Guillemot Nathalie Guillemot Joëlle Guillemot Yvette Guillemot Total for Guillemot Family Public and Group employees Total 235...

  • Page 112
    ... of shares Capital % Voting rights Number of voting rights % Ubi Participations S.A. Claude Guillemot Michel Guillemot Yves Guillemot Gérard Guillemot Christian Guillemot Suzanne Guillemot Nathalie Guillemot Joëlle Guillemot Yvette Guillemot Total for Guillemot family Public and Group employees...

  • Page 113
    FINANCIAL REPORT Information 6.5 Securities market General information on the market for the issuers' securities Euroclear code: 5447 (Bloomberg : UBI.FP ; Reuters : UBIP.PA) Listing market: Euronext-Paris - Premier Marché (Main Market) â- Shares listed on 03/31/02: 17,368,732 â- Market ...

  • Page 114
    ... 9, 1996 Renewal of mandate on September 29, 1989 Others informations on management: Managing Director EMEA Territories: Managing Director for North American territories: Chief Financial Officer: Managing Director International Production: Editor in Chief: Alain Corre Laurent Detoc Alain Martinez...

  • Page 115
    FINANCIAL REPORT Corporate governance 7.2 Board of Directors Name Appointment date Appointment renewal date â- Appointment expiration date Ordinary General Meeting called to vote on the financial statements for the financial year ended March 31, 2007 Yves Guillemot Director Chairman of the Board...

  • Page 116
    ... Canada Inc. (Canada) Ubi Soft Inc. (San Francisco) UbiI Soft Holdings Inc. (San Francisco) UBI. COM Inc. (San Francisco) Red Storm Entertainment Inc. Blue Byte Software Inc. Ubi STUDIOS KK (Japan) Vice-Chairman Shanghai UBI Computer Software Company Ltd. Manager Ubi Administration SARL Ubi Books...

  • Page 117
    ... (Canada) Ubi Soft Canada Inc. (Canada) Ubi Soft SpA (Italy) Manager Ludi Factory SARL Managing Director Ubi Soft Entertainment Ldt. (Hong Kong) Ubi Soft Studios KK (Japan) Shanghai Ubi Computer Software Company Ldt. (China) Ubi Soft Inc. (San Francisco) Ubi Holdings Inc. (San Francisco) Ubi Soft...

  • Page 118
    ... Shanghai Ubi Computer Software Company Ldt. (China) Ubi Soft Inc. (San Francisco) Ubi Holdings Inc. (San Francisco) Ubi Soft Entertainment Nordic A/S (Denmark) Ubi Soft Entertainment Sweden AB (Sweden) Ubi Soft Entertainment Inc. (New York) Ubi Studio Ltd. (Great Britain) Chairman and CEO Guillemot...

  • Page 119
    ... and the members of the Board of Directors do not have any stock purchase or subscription options. Information on transactions concluded with the members of the executive and management bodies Cf.Special statutory auditor's report on regulated agreements (section 4.3, page 88). Loans and guarantees...

  • Page 120
    ... for the reference document To the best of my knowledge the data in this reference document correspond to the facts. They include all the information investors need to assess the net worth, activity, financial position, results and prospects for Ubi Soft Entertainment S.A.; there is no omission that...

  • Page 121
    ... based on the general understanding of the company which we acquired in the course of our work. In the case of isolated projections which resulted from formulated calculations, we took account of the assumptions made by the directors and their conversion into numerical form. The annual corporate and...

  • Page 122
    ... 8.5 Information policy PERSON RESPONSIBLE FOR INFORMATION: Yves Guillemot Chairman and CEO 28, rue Armand Carrel 93108 Montreuil-sous-Bois Cedex Tel.: 01.48.18.50.00 www.ubisoft.com 8.6 Schedule of financial communications for the 2002/2003 financial year: Date First quarter sales Half-year sales...

  • Page 123
    ... high success sale and/or is at "massively multiplayer online" games that can be played via an Internet connection, the special feature being that the game never stops. N64 (Nintendo 64): 64-bit game console designed by Nintendo in 1995 as part of the "new generation" (64-bit consoles). Pay to play...

  • Page 124
    ...information on the Company Protection of trademarks Dependence of Ubi Soft Entertainment on particular contracts - Main customers Litigation Commitments Investment policy Research policy ASSETS - FINANCIAL SITUATION - RESULTS Consolidated accounts Corporate accounts BOARD OF DIRECTORS AND MANAGEMENT...