Ubisoft 2009 Annual Report Download

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Table of contents

  • Page 1
    ANNUAL REPORT 1 0

  • Page 2
    ... the video game industry and for Ubisoft. After many years of steady growth and a 20% peak in 2008, the whole market decreased 10% this year, primarily as a result of the global financial downturn and the increase in piracy. This sharp decline had a direct impact on our sales and financial results...

  • Page 3
    ...Nadeo, acquired last year, as well as other online games based on strong brands like Heroes of Might & Magic or Imagine. We will also be fleshing out our offering of online gaming platforms and services. UPlay, where online gaming communities can connect to our flagship brands, will benefit from the...

  • Page 4
    ...-3 of the Autorité des Marchés Financiers General regulation (The French Securities and Exchange Commission). This document is a translation of the Reference document of the Ubisoft group for the year ended March 31, 2010. Its purpose is to assist English speaking readers. The greatest attention...

  • Page 5
    ...1.1.1.3 Key figures ...9 1.1.2 Analysis of activity and comments on results for financial year 2009/2010 ...11 1.1.2.1 Quarterly and annual consolidated revenue ... 11 1.1.2.2 Sales by business line ... 11 1.1.2.3 Change in the number of titles developed ... 12 1.1.2.4 Sales by platform...

  • Page 6
    ...developments ... 38 1.1.9.2 Market outlook ...38 1.2 Comments on the Corporate Financial Statements of Ubisoft Entertainment SA for the year ended March 31, 2010 ...39 1.3 Information about the Company ...41 1.3.1 General information about the Company ... 41 1.3.2 Additional information...

  • Page 7
    ... in the last five financial years ... 69 1.4.5 Compensation of managers ... 71 1.4.5.1 Share purchase and subscription option plans ... 74 1.4.5.2 Bonus share grants ...76 1.4.5.3 Compensation and benefits owed due to the corporate officers leaving their position ...76 1.4.6 Transactions...

  • Page 8
    ... fiscal year ending March 31, 2010 ...131 2.3 Corporate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2010 ...133 2.3.1 Ubisoft Entertainment SA balance sheet ... 133 2.3.2 Ubisoft Entertainment SA income statement ... 134 2.3.3 Statement of changes in equity...

  • Page 9
    ... External financial information management process ...174 3.1.3.4 Prospects ...174 3.2 Auditor's report prepared pursuant to Article L.225‐235 of the French Commercial Code, on the report of the Chairman of the Board of Directors of Ubisoft Entertainment SA ...175 4 CORPORATE INFORMATION...

  • Page 10
    ... Names, addresses and professional fees of the auditors ... 197 5.2 Financial communications informations ...198 5.2.1 Documents available to the public ... 198 5.2.2 Schedule of financial communications for fiscal year 2009/10 ...198 5.2.3 Annual Information document 2009/2010 ‐ 12...

  • Page 11
    ... (sources: NPD, Chart-Track, GFK). Focusing primarily on the in-house creation of brands at competitive cost studios, the Group has developed an unrivalled franchise portfolio. The Group's activities are centered around three main business lines: development (the creation of games), publishing...

  • Page 12
    1.1.1.2 Highlights of the 2009/2010 financial year July 2009 Creation of a new development studio in Toronto, Ontario. The Group is aiming to create 800 new jobs in the province over the next 10 years. The government of Ontario is planning to inject CAD 263 million over 10 years to support this ...

  • Page 13
    ... in Note to the consolidated financial statements. In thousands of euros 03.31.10 03.31.09 Sales
 Operating profit (loss) Net financial income
 Share in profit of associates Income tax (credit) Net income (group share) Equity Capital expenditure on internal production Staff 870,954 -72...

  • Page 14
    ... required by IFRS standards mainly due to the reclassification of internal and external developments in cash flows from operations. The Group made the following reclassifications in the cash flow statement compared with March 31, 2009: - Cash flows from investment activities and operating activities...

  • Page 15
    ... on results for financial year 2009/2010 1.1.2.1 Quarterly and annual consolidated revenue 2009/2010 83 83 495 210 871 2008/2009 169 175 508 206 1,058 Change at current exchange rates -51% -52% -3% 2% -18% Change at constant exchange rates -51% -52% -2% 0,5% -18% Sales
 in millions of euros Q1...

  • Page 16
    ... the share of the DS. For home consoles, sales are balanced between the 3 platforms, the Xbox360™, PlayStation®3 and Wii™. 1.1.2.5 Sales by geographic destination The Group's sales by geographic destination break down as follows: Financial year in millions of euros France Germany United...

  • Page 17
    ... the financial year 2009/2010 and in the future. Current operating income breaks down as follows: Drop of â,¬126.7 million in the gross margin. Increase of â,¬63.1 million in research and development costs, which represent 35.5 % of sales (â,¬309.4 million), compared with 23.3 % in 2008/2009 (â,¬246...

  • Page 18
    ... the first half of the 2011 financial year. The reduction in the inventory item reflects increased efforts in the management of inventories and destocking activities, which were carried out in particular for Nintendo DSâ„¢ products. The positive change in trade payables is linked to a business trend...

  • Page 19
    ... that teams work on a number of projects. They represented over â,¬331.5 million in 2009/2010; Cash flows linked to the marketing of games, which are highly seasonal in nature (25 % of sales are made in the first half of the year and 75 % over the second half), and the lag between production costs...

  • Page 20
    ...market, consoles or technology. Ubisoft's workforce continued to grow during the 2009/2010 financial year. In particular, the Group developed through the opening of a new studio in Toronto, Canada, which benefited from public subsidies linked to its presence and development in the province. In total...

  • Page 21
    ... Ubisoft makes it a point to maintain a work environment that reflects corporate values and culture and promotes expertise, creativity and innovation. Direct communication that involves every employee in the company's daily operations Teams are regularly informed of the Company's strategy and news...

  • Page 22
    ...level international training courses of the corporate university type are also offered in the Group's key business areas, particularly game design and project management. Excluding on-the-job training, the training programs offered in financial year 2009/2010 can be summarized as follows: The budget...

  • Page 23
    ... transfers and promotions, the Group's presence in 28 countries offers teams opportunities to work abroad. There are currently 112 expatriates on assignment around the world. The countries that have welcomed the most expatriate employees are China and Canada. All international job offers are...

  • Page 24
    .... A media lending library provides staff with video games and consoles. A sports hall reserved for employees offers fitness activities and group lessons. Skill development Ubisoft has integrated France's DIF (Personal Training Right) into its professional training policy. In 2009/2010, the budget...

  • Page 25
    ... events and cultural outings. For the Group, these various employee benefits are also opportunities to invite the teams to open themselves to the world and heighten their curiosity. A sponsorship program entitled "Sharing More Than Games" has now been running for four years, providing management and...

  • Page 26
    ... general public - Identifying sound environmental practices suited to our sector of activity, and applying them at Company level; Promoting internal initiatives to help protect the environment and introducing them at other subsidiaries of the Group; - Identifying key changes in employees' behavior...

  • Page 27
    ... is due to Ubisoft's business growth over 2009/2010, illustrated by the acquisition of companies, the opening of new subsidiaries and a large number of new recruits this year. Overall, the Group's headcount rose by 11 % in 2009/2010. In proportion to the number of employees and to sales, electricity...

  • Page 28
    ... its life is sometimes sold directly to employees. In France, Ubisoft has its computer equipment recycled by companies specializing in the dismantling of such equipment, with which a recovery, disassembly and recycling contract has been signed. These activities involving the processing of electrical...

  • Page 29
    ... Montreal are made from 100 % biodegradable reconstituted potato starch. Ubisoft France includes recycled office supplies in its ordering catalogue. In Annecy, and since April 2010 in Montreuil, coffee capsules are collected and recycled, while subsidiaries such as those in Montreuil, San Francisco...

  • Page 30
    ...the case with the San Francisco studio, which worked in 2009 with Urban Forest to develop green spaces and plant trees in the area around the studio. 1.1.4.3.3.3 Raising awareness of environmental issues among the general public The Group also helps to make the general public aware of environmental...

  • Page 31
    ... SARL Ubisoft Support Studios SARL Ubisoft World Studios SAS Blue Byte GmbH Related Designs Software GmbH (1) Ubisoft Entertainment Ltda Ubisoft Entertainment Ltda Ubisoft Eood Ubisoft Divertissements Inc Ubisoft Music Inc Ubisoft Music Publishing Inc Ubisoft Toronto Inc (1) Marketing 100...

  • Page 32
    ... - March 2010: creation of the studio Ubisoft Créa SARL 1.1.5.3 Business activities of the subsidiaries Production subsidiaries: These are responsible for the design and development of the software. They saw their business grow sharply due to the increase in projects carried out internally and...

  • Page 33
    ... platforms, create new licenses in various genres, enter the online sector and more generally increase its market share. Accordingly, in 2009/2010, internal production costs rose 24 % from â,¬209 million to â,¬259 million. 2010/2009 Production-related capex % of total sales ex-VAT Capex per member...

  • Page 34
    ...income in the long term, Ubisoft favors a strategy of creating its own brands and producing internally, underpinned by a targeted acquisition strategy. The Company allocates the necessary marketing and sales resources to showcase its products through a distribution network covering over 55 countries...

  • Page 35
    ... a delay in releasing an expected game may have a negative impact on the Group's income and future results and thus on the performance of its share price. A game's launch may be delayed by the difficulty in accurately predicting the time required to develop or test it. This year, Ubisoft (like most...

  • Page 36
    ... studios (Nadéo in Paris), • Company/university collaboration: strong relationships with the main universities in the various countries where the Group operates, • The addition of tools and forums to encourage skills sharing, • Implementation of various high-level training programs for core...

  • Page 37
    ... the Company believes it has no significant dependency on any customer that could affect its growth plan. The weightings of the 10 largest customers have remained stable over the last three financial years. Share of the main customers in the Group's sales ex-VAT: Share in % 2009/2010 2008/2009 Top...

  • Page 38
    ... impact on the Company's results. For PC games, there is no specific dependency. Furthermore, despite the priority given to games developed internally, which account for 90 % of sales, the Company may call on outside studios in the context of its development activities in order to work on either...

  • Page 39
    ... changes in the value of its main currencies is described in Note 16 to the consolidated financial statements. 2/ Financing and liquidity risk In the course of its operating activity, the Group has no recurrent or significant debts. Operating cash flows are generally sufficient to finance operating...

  • Page 40
    ... drop in the share price may have an adverse effect on the Group's income. As of March 31, 2010 the fair value of this receivable with Calyon is reflected in the balance sheet (see Note 9 to the consolidated financial statements and Accounting principles). 1.1.7.5 Industrial or environment-related...

  • Page 41
    ... all employees of French sites for assistance and repatriation when abroad. The Group's business does not incur any extraordinary risk of work-related accidents. This has not prevented the introduction of workers' compensation policies to meet the legal requirements of different countries. This...

  • Page 42
    ... higher than in the first quarter of 2009/2010. Full-year 2010/2011: Ubisoft confirms that it expects to return to profitable growth and positive cash flow from operating activities in fiscal 2010/2011. 1.1.9.2 Market outlook In 2009, the video games market recorded a drop of 8 % in Europe and 11...

  • Page 43
    ... on the Corporate Financial Statements of Ubisoft Entertainment SA for the year ended March 31, 2010 As at March 31, 2010, external developments are booked in subcontracting and capitalized via a capitalized production costs account in the amount of â,¬20,746 thousand. Since the fiscal year ended...

  • Page 44
    Income statement for the last five years Financial year Capital stock (â,¬) Number of ordinary shares Number of preference shares Maximum number of shares to create through conversion of bonds through exercise of stock options through the allocation of bonus shares. through exercise of subscription ...

  • Page 45
    ... the Company General information about the Company 1.3.1 Corporate name: Ubisoft Entertainment Registered office: 107, Avenue Henri Fréville - BP 10704 - Rennes (35207) Cedex 2 Legal form French Corporation (Société Anonyme) with a Board of Directors, governed by the French Commercial Code...

  • Page 46
    ... of Association) General Meetings shall consist of all the shareholders of Ubisoft Entertainment SA, with the exception of the Company itself. They represent the totality of shareholders. They shall be convened and deliberate under the conditions prescribed by the French Commercial Code. General...

  • Page 47
    ... required to inform the Company in writing - by registered letter with acknowledgement of receipt sent to the registered office within the period prescribed in Article L 233-7 of the French Commercial Code - of the total number of shares, voting rights and securities ultimately granting entitlement...

  • Page 48
    ...,346 Option exercises 327,961 Group/company savings plans/Capital increase 262,187 reserved for employees As of 03.31.10 94,446,494 1.3.2.2.3 Share buyback program 1.3.2.2.3.1 Authorization in place at the time of this report Legal framework The Combined General Meeting of July 10, 2009 renewed...

  • Page 49
    ... time, to the Company's share capital; - Granting shares to employees and corporate officers of the Ubisoft Group under any arrangement authorized by law and, in particular, via a company profit-sharing scheme, any company savings scheme, any bonus share grant plan, or any stock option plan for some...

  • Page 50
    ...flows (*) Purchases Sales/transfers Positions open as of May 18, 2010 Open buy positions Call Forward options purchases bought Open sell positions Call Forward options sales sold Number of shares (a) Average maximum term (b) Average transaction price Strike price (average) Amounts 1,052,284 1,016...

  • Page 51
    ... for the benefit of company or Group employees subscribing to the group savings plan 10th resolution July 10, 2009 10th resolution September 22, 2008 11 resolution Allotment of stock purchase or subscription options th Term - Expiry 26 months (November 21, 2010) 26 months (September 9, 2011) 38...

  • Page 52
    ...,892 and the number of bonus shares granted 856,680. If (i) all of these options were exercised and (ii) the performance and attendance conditions attached to bonus shares were met, resulting in their permanent vesting in the beneficiaries, Ubisoft Entertainment SA's share capital would increase as...

  • Page 53
    ... of Board of Directors' meeting Total number of options granted (1) (2) Number of options granted to corporate officers Number of options Start of exercise period End of exercise period Terms and conditions of exercise Strike price (1) (2) (1) (2) Exercised during the year Canceled during the...

  • Page 54
    ...options granted to corporate officers Number of options Start of exercise period End of exercise period Terms and conditions of exercise Strike price (1) (2) (1) (2) Date of meeting Plan number Date of Board of Directors' meeting Total number of options granted (1) (2) Exercised during the year...

  • Page 55
    ... 31, 2010 N/A TEN EMPLOYEES (NOT CORPORATE OFFICERS) Subscription options granted during the financial year ended March 31, 2010 Number of subscription options Plan no. and expiry Average weighted granted to the 10 main date
 price beneficiaries Complete information, all Group companies...

  • Page 56
    ... Bonus share grants (plans open as of March 31, 2010) Total number of shares not received Date of meeting Date of Board of Directors' meeting Total number of shares Of which to corporate officers 0 Of which top 10 employee beneficiaries 82,000 (1) Number of shares canceled (3) Total number of...

  • Page 57
    ...share capital at the time of its use by the Board of Directors, in particular via a company mutual fund. During the financial year ended March 31, 2010, the Board of Directors, at its meeting of April 9, 2009, used the authorization granted to it by the Combined General Meeting of September 22, 2008...

  • Page 58
    Change in Company capital over the past three financial years Number Capital increase: Date of of shares cash Board Type of transaction issued contribution meeting After two-for-one stock split on December 11, 2006 (Board Meeting of December 5, 2006) Capital increase on March 31, 2007 following the ...

  • Page 59
    1.3.2.2.16 Market in Company shares Ubisoft share identification sheet ISIN code Place listed Par value Number of shares in circulation as of March 31, 2010 Closing price on March 31, 2010 Market capitalization as of March 31, 2010 Flotation price on July 1, 1996 Five-for-one stock split on ...

  • Page 60
    1.3.2.2.17 Dividend The Company has not distributed any dividend over the past three financial years and does not currently envisage doing so in the short term. 1.3.2.2.18 Entity providing securities services BNP PARIBAS Grands Moulins de Pantin Shareholder relations 9, Rue du Débarcadère ...

  • Page 61
    ... three financial years At 03.31.08 Capital Number of shares Guillemot Brothers SA Claude Guillemot Yves Guillemot Michel Guillemot Gérard Guillemot Christian Guillemot Other members of the Guillemot family Guillemot Corporation SA Concert (b) Ubisoft Entertainment SA FCPE Ubi Actions Public TOTAL...

  • Page 62
    ... April 30, 2010 Capital Number of shares Guillemot Brothers SA (1) Claude Guillemot Yves Guillemot Michel Guillemot Gérard Guillemot Christian Guillemot Other members of the Guillemot family Guillemot Corporation SA Concert Ubisoft Entertainment SA FCPE Ubi Actions Public Total (1) Voting rights...

  • Page 63
    ... of information Electronic Arts Inc. (1) Statement of intent (Article L. 233-7 VII of the French commercial code): "Electronic Arts Inc. has stated (i) that it is acting in concert with EA International (Studio and Publishing) Ltd, a wholly owned subsidiary, (ii) that the acquisition of shares that...

  • Page 64
    ...FMR LLC is a holding company of an independent group of portfolio management companies, commonly referred to as Fidelity Investments (cf. press release dated April 24, 2008). To the best of the Company's knowledge, as of March 31, 2010 there were no other shareholders who directly, indirectly or in...

  • Page 65
    ... of the Company's knowledge: - there are no agreements between shareholders that could lead to restrictions on the transfer of shares or the exercise of voting rights; - there are certain agreements reached by the Company that would be amended or terminated in the event of a change in control at the...

  • Page 66
    ... a staggered renewal, the General Meeting may reduce the duration of current terms of office - expiring at the Annual General Meeting called to deliberate on the company financial statements for the financial year ended March 31, 2013 - of one or more directors in order to ensure a regular renewal...

  • Page 67
    ..., mainly to encourage close relations between managers and shareholders, in the tradition of Ubisoft Entertainment SA. As a result, Yves Guillemot, as Chairman of the Board of Directors, is legally responsible for representing the Company's Board of Directors, organizing its work and reporting on...

  • Page 68
    ... issuer, or from participating in the management or conduct of the business of an issuer in the last five years. 1.4.2.6 Loans and guarantees granted to members of the Board of Directors The Company has not granted any loans or guarantees to any member of the Board of Directors. 1.4.2.7 Absence...

  • Page 69
    ... amount of directors' fees • approving information given to shareholders in the annual report on the compensation of managers Consideration and examination of all decisions relating to the major strategic, economic, employment, financial and technological policies of the Company and Group 65

  • Page 70
    ... Music Publishing Inc. (Canada), Ubisoft Digital Arts Inc. (Canada), Hybride Technologies Inc. (Canada), Ubisoft Vancouver Inc. (Canada), Ubisoft Toronto Inc. (Canada), Chengdu Ubi Computer Software Co. Ltd (China), Ubisoft Nordic A/S (Denmark), Ubisoft Holdings Inc. (United States), Red Storm...

  • Page 71
    ...Kingdom), Red Storm Entertainment Ltd (United Kingdom), Ubisoft Singapore Pte Ltd (Singapore), Ubisoft Entertainment Sweden A/B (Sweden), Ubisoft Sweden A/B (Sweden) OUTSIDE THE GROUP IN FRANCE EXECUTIVE VICE PRESIDENT AND DIRECTOR of Gameloft SA and Guillemot Corporation SA OUTSIDE THE GROUP ABROAD...

  • Page 72
    ... SAS, Gameloft Partnerships SAS, Gameloft Live SAS MANAGER of Gameloft Rich Games Production France SARL EXECUTIVE VICE PRESIDENT AND DIRECTOR of Guillemot Corporation SA, Guillemot Brothers SA OUTSIDE THE GROUP ABROAD CHAIRMAN of Gameloft Software (Beijing) Company Ltd (China), Gameloft Software...

  • Page 73
    ...Music Publishing Inc. (Canada), Shanghaï Ubi Computer Software Co. Ltd (China), Ubisoft Inc. (United States), Ubisoft Holdings Inc. (United States), Ubisoft Limited (Ireland), Ubisoft SpA (Italy), Ubisoft Ltd (Hong Kong) OUTSIDE THE GROUP IN FRANCE DIRECTOR of Jeuxvidéo.com SA MANAGER of Guillemot...

  • Page 74
    ... TERM OF OFFICE EXPIRES MAIN POSITION HELD AT UBISOFT ENTERTAINMENT MAIN POSITION HELD OUTSIDE COMPANY OFFICES EXPIRED IN THE LAST FIVE FINANCIAL YEARS GUILLEMOT Gérard GUILLEMOT Michel 02.28.1988 03.31.2013 Executive Vice President Director Chief Executive Officer Gameloft SA GUILLEMOT...

  • Page 75
    ...managers In accordance with Article L 225-102-1, paragraphs 1 and 2 of the French Commercial Code, a breakdown of the total compensation and benefits of any kind paid to corporate officers over the financial year appears below. This chapter includes all information required by the French Commercial...

  • Page 76
    ...if their employment is terminated due to a public offering. Table 1 SUMMARY OF COMPENSATION, BENEFITS IN KIND AND OPTIONS GRANTED TO THE CORPORATE OFFICERS AND DIRECTORS FINANCIAL YEAR ENDING 03.31.09 Compensation due for the year (see breakdown in Table 2) Other Ubisoft 03.31.09 companies 434,870...

  • Page 77
    ...Extraordinary compensation (3) Fixed portion Ubisoft directors' (4) fees Variable portion Benefits in kind TOTAL SUMMARY OF COMPENSATION FOR CORPORATE OFFICERS AND DIRECTORS PAID BY UBISOFT ENTERTAINMENT SA AND ANY OTHER COMPANY (article L. 233-16 of the French Commercial Code ) 03.31.09 03...

  • Page 78
    ... year. Pursuant to Article L 225-43 of the French Commercial Code, no loans or advances were made to the Company's directors. 1.4.5.1 Share purchase and subscription option plans At its meeting of May 12, 2009, the Board of Directors exercised the authorization from the General Shareholders...

  • Page 79
    ... Share purchase and subscription options awarded to each corporate officer by the issuer or any company during the year (Article L. 233-16 of the French Commercial Code) Valuation of options according to the method used for the consolidated financial (1) statements â,¬3.54 Number of options granted...

  • Page 80
    ... Company did not grant any bonus shares to corporate officers in the last financial year or in previous years. Table 6 Bonus shares granted by Gameloft SA Plan date 04.21.2009 04.21.2009 04.21.2009 Number Valuation of Date of granted (1) during the shares acquisition year 18,500 â,¬1.19 04.21.2011...

  • Page 81
    ...96 Alain MARTINEZ Directeur financier Exercise of stock options 03.11.10 31,600 â,¬3.68 â,¬116,288.00 SECURITIES TRANSACTIONS BY ASSOCIATED PERSONS GUILLEMOT BROTHERS SA related legal entity managed by Christian GUILLEMOT, Executive Vice President of UBISOFT ENTERTAINMENT SA Disposal 09.02.09...

  • Page 82
    ... Current financial assets Current tax assets Cash and cash equivalents 1 2 3 4 5 24 Total assets
 LIABILITIES in thousands of euros Share capital Premiums Consolidated reserves Consolidated earnings Equity (Group share) Minority interests Total equity Provisions Employee benefits Long-term...

  • Page 83
    ... Consolidated income statement by destination in thousands of euros Sales
 Cost of sales Gross margin R&D costs Marketing costs Administrative and IT costs Operating profit (loss) from continuing operations Fair value adjustment Other operating expenses Other operating income Operating profit...

  • Page 84
    2.1.3 Statement of net income and of gains and losses recognized directly in equity in thousands of euros Translation adjustment on foreign operations Fair value adjustment of financial assets Effective part of the change in fair value of cash flow hedges Gains (losses) on the impairment or ...

  • Page 85
    ... statement of changes in equity in thousands of euros Capital Premiums Consolidated reserves Hedging reserve Fair value reserve Own shares Translation adjustments Income for the period Total equity Group share Balance as of March 31, 2008
 Earnings Gains and losses recognized directly...

  • Page 86
    ... liabilities (excluding deferred tax liabilities) Change in WCR linked to operating activities Current tax TOTAL CASH FLOW GENERATED BY OPERATING ACTIVITIES * Cash flows from investment activities (2) (3) Payments linked to internal and external developments Payments for other intangible assets and...

  • Page 87
    ... General Shareholders' Meeting on July 2, 2010. 2.1.6.2 N/A 2.1.6.3 Highlights of the financial year Changes in the consolidation scope October 2009: Acquisition of the video games developer Nadeo in France This new studio represents a major step in Ubisoft's development in the field of online...

  • Page 88
    ...- The improvements made to international financial reporting standards in 2008; - IFRIC 12 - Service Concession Arrangements; - IFRIC 13 - Customer Loyalty Programmes; - IFRIC 14 - The Limit on a Defined Benefit Asset; - IFRIC 16 - Hedges of a Net Investment in a Foreign Operation; - IFRS 7 (amended...

  • Page 89
    ... IFRS 2 Share-based payments IFRS 3 IAS 19 Business combinations Pension commitments and similar employee benefits Translation adjustments due to foreign activities Financial instruments IAS 21 IAS 39 Option chosen The Group has chosen to apply IFRS 2 only to equity instruments issued after...

  • Page 90
    ... they are linked. This capitalization has an impact on the operating result of â,¬6.3 million. Other elements which impact presentation For the 2009/2010 financial year, external developments are booked in subcontracting and capitalized via a capitalized production costs account in the amount of...

  • Page 91
    ... over which Ubisoft Entertainment SA exercises significant influence on the financial and operational policies but no control. The consolidated financial statements include the Group share in the total amount of profits and losses recognized by the associates, using the equity accounting method...

  • Page 92
    ...31, 2010, all companies controlled by the Group are fully consolidated; only Related Designs Software GmbH, in which the Group has a 30% interest, is accounted for under the equity method. Transactions eliminated in the consolidated financial statements Balance sheet amounts, and income and expenses...

  • Page 93
    ...restated as though the values had been finalized on the date of acquisition. If an entity is disposed of, related goodwill will be taken into account when determining the loss or gain resulting from this sale. Since the business assets recognized in the corporate financial statements are of the same...

  • Page 94
    ... Type of asset Office software Information system costs Engines Commercial software External developments Amortization method
 1 year, straight-line
 Straight-line, between 3 and 5 years Straight-line over the useful life between 3 and 5 years 3 years starting on the commercial launch date...

  • Page 95
    ... in the country, - for goodwill relating to the acquisition of companies whose games are distributed by all of the Group's distribution subsidiaries, the CGU corresponds to the Group's consolidated financial statements. The recoverable value is the higher of fair value minus cost of sale (net fair...

  • Page 96
    ...-consolidated companies, short- and long-term loans and advances, trade receivables, derivatives with a positive market value, investment in securities and cash. Financial liabilities include bank borrowings, obligations relating to finance lease contracts, other financing (current account advances...

  • Page 97
    ...of control or notable influence. Gameloft shares not sold by Calyon are classed as held-for-sale current assets. As this involves an interest in a listed company, the shares are recorded in the balance sheet at their fair value, determined on the basis of the share price on the closing date. Changes...

  • Page 98
    ... financial derivatives Financial derivatives are held exclusively to manage its exposure to foreign-exchange risks. Ubisoft Entertainment SA hedges these risks with forward sale contracts and currency options. Derivatives are initially recorded at fair value; associated transaction costs are booked...

  • Page 99
    ... Group until they can exercise their rights: • Stock option plans: the compensation is recognized in income over the vesting period; however, the straight-line method is not used, given the vesting terms set out in the various Ubisoft plan regulations; Group employee savings plan: the accounting...

  • Page 100
    ... under research and development costs. Administrative and IT costs This destination includes all the expenses of the administrative and IT teams. Current operating income and operating income Operating income includes all revenues and costs directly linked to Group activities, whether these revenues...

  • Page 101
    The Group feels that presenting the "current operating income" sub-total separately on the income statement makes it easier to understand recurrent operating performance and provides readers of the financial statements with information useful in analyzing said performance. Financing costs and other ...

  • Page 102
    ...Production Distribution SHANGHAI UBI COMPUTER SOFTWARE CO.LTD China UBISOFT DIVERTISSEMENTS INC. UBISOFT FRANCE SAS UBISOFT WORLD STUDIOS SAS RED STORM ENTERTAINMENT INC. UBISOFT CANADA INC. FC = Full consolidation Canada France France United States Canada The closing date of the annual accounting...

  • Page 103
    ... 31, 2010: Company 
As of March 31, 2009 Net units Ubisoft Inc. Ubisoft Ltd Ubisoft GmbH Red Storm Entertainment Inc. Ubisoft Spa Ubisoft Canada Inc. Tiwak SAS Ubisoft Divertissements Inc. Blue Byte GmbH Ubisoft France SAS Ubisoft BV Ubisoft Warenhandels GmbH Ubi Games SA Ubisoft Entertainment Ltd...

  • Page 104
    ... value of goodwill. A 32 points change in the discount rate would lead to depreciation as a result of loss in the recoverable value of business assets. Note 2. Other intangible assets Non-current assets At 03.31.10 Gross Released commercial software Released external developments Commercial software...

  • Page 105
    ... of software in progress Reclassifications Changes in scope Translation adjustments -38 Closing balance Released commercial software Released external developments Commercial software and external developments in progress Office software Other intangible assets in progress Brands Other TOTAL 03...

  • Page 106
    ...156 -903 Changes in Translation Closing balance accumulated 246 8,111 28,393 10,089 213 47,052 36,829 scope 88 88 56 adjustments 19 447 2,495 231 5 3,197 399 No property, plant or equipment was used to secure any borrowings. As at March 31, 2010, no value impairment was booked as a result of any...

  • Page 107
    ... Decrease Reclassifications Closing balance Gross 230 163 393 343 Goodwill Share of equity TOTAL Investments in associates 03.31.10
 TOTAL Investments in associates 03.31.09
 50 50 15 - - This is Related Designs Software GmbH in which Ubisoft Entertainment SA indirectly holds a 30% stake...

  • Page 108
    Note 6. Inventory and work in progress Opening balance Inventory and work in progress Goods TOTAL 03.31.10 TOTAL 03.31.09 Gross Changes in inventory (income) Changes in Translation Closing balance Gross scope adjustments 67,283 67,283 43,084 -12,057 -12,057 23,342 - 1,601 1,601 857 56,827 56,...

  • Page 109
    ..., 2010, the price of the 9,099,786 Gameloft shares was â,¬3.57, representing a balance sheet value of â,¬32,486 thousand. The change in the share price over the financial year (â,¬3.57 compared with â,¬1.64 on March 31, 2009) leads to an increase in value of â,¬17,563 thousand, recognized in equity...

  • Page 110
    ... premiums, this right is also conferred at the date of issue on registered shares granted free of charge to a shareholder on the basis of old shares that enjoyed this right. Number of Ubisoft Entertainment SA shares: As of 04.01.09 Option exercises Group employee savings plan As of 03.31.10 93,856...

  • Page 111
    ... deduction from equity for a total of â,¬907 thousand (a reduction of â,¬101 thousand compared with March 31, 2009, essentially due to the drop in the share price). Dividends At March 31, 2010, no dividend had been paid in respect of 2008/2009 earnings. Note 12. Provisions Opening balance Provisions...

  • Page 112
    ...on reserves corresponds to all equity instruments issued by Ubisoft as at March 31, 2010 and can be seen in the statement of changes in equity presented in §2.1.4. Stock options The value of instruments unsettled through share issues is estimated and set at the grant date. The expense is recognized...

  • Page 113
    ... â,¬ (USA) (2) 02.22.11 7.91 â,¬ Maturity (years) Volatility Risk-free interest rate Estimated dividend rate Annual turnover rate Fair value of options after (1) stock split (â,¬/share) 10 N.A. N.A. N.A. N.A. N.A. 10 30% 4% 0% 3% 1.47 â,¬ 1.59 â,¬ (France) 5 30% 2.99% 0% 3% 1.68 â,¬ (USA) 2.27...

  • Page 114
    ...30 â,¬ (France) 09.15.13 28.13 â,¬ (world) 5 30% 4.23% 0% 5% 6.77 â,¬ (world) 100,160 Maturity (years) Volatility Risk-free interest rate Estimated dividend rate Annual turnover rate Fair value of options after (1) stock split (â,¬/share) 5.71 â,¬ (France) Options as of April 1, 2009 
 (1) 5 30...

  • Page 115
    ... Maturity (years) Volatility Risk-free interest rate Estimated dividend rate Annual turnover rate Fair value of options after stock (1) split (â,¬/share) 5 30% 2.42% 0% 5% 3.54 â,¬ (France) 5 30% 2.23% 0% 5% 2.64 â,¬ Options as of April 1, 2009 
 (1) - 9,509,468 Options granted during the...

  • Page 116
    ... opening price over the 20 trading days prior to the Board of Directors' meeting that approved the capital increase. The difference between the subscription price of shares and the share price on the issue date (the same as the plan's announcement date) constitutes a benefit awarded to employees...

  • Page 117
    ... needs related to increases in working capital during particularly busy periods. At March 31, 2010, the Group's debt included a variable-rate loan and bank overdrafts which, given the Group's positive cash position, are used essentially to finance the high year-end working capital requirement...

  • Page 118
    .../2009 0.80 1.5 Furthermore, in 2006/2007, the Company contracted a â,¬10 million credit line, which is subject to the same covenants but uses 0.9 for the net debt/equity ratio. All covenants are calculated on the basis of the consolidated annual financial statements under IFRS. As at March 31, 2010...

  • Page 119
    ...on closing rates Nominal based on strike price • • The fair value of forward sales in USD recognized in the balance sheet as at March 31, 2009 was reclassified under operating income The amount of the ineffective portion is recognized in the financial result. Exposure to foreign exchange risk...

  • Page 120
    ... different countries, and their presence in the mass retail sector, the Company believes the counterparty risk on trade accounts is limited. Ubisoft's largest customer accounts for 10% of Group sales excluding tax. The top five account for 32% and the top 10 for 45%. Moreover, in order to protect...

  • Page 121
    Risk on other securities At March 31, 2010, financial assets included â,¬32.5 million of shares in the listed company Gameloft. These are classified as assets-held-for sale as per IAS 39. The increase in the fair value of this asset compared with March 31, 2009 has been recognized by increasing the ...

  • Page 122
    ... of Nadeo SAS. 2.1.6.8 Note 19. Sales Notes to the income statement 03.31.10 Sales of goods Licenses Services TOTAL 838,117 19,510 13,327 870,954 03.31.09 1,027,668 20,817 9,441 1,057,926 In order to bring the reports of the US subsidiary into line with the Group's accounting principles, an...

  • Page 123
    ... video game tax credits are now booked in operating income. Other countries: â,¬1,816 thousand. Certain grants are contingent upon the generation of taxable income. Amortization and provisions 03.31.10 TOTAL Amortization of intangible assets Released commercial software External developments Office...

  • Page 124
    ... Foreign-exchange income Disposal of the equity swap on Ubisoft shares Net income on the disposal of financial assets Other financial income Disposal of the equity swap on Gameloft shares Financial income Fair value adjustment of financial assets Other financial expenses Financial expenses TOTAL...

  • Page 125
    ... Holdings Inc., Red Storm Entertainment Inc. and Ubisoft Inc. As of March 31, 2010, the tax group generated a tax expense of â,¬3,470 thousand. In the UK, the group includes two companies: Ubisoft Limited and Ubisoft Entertainment Limited. As of March 31, 2010, the tax group generated tax income...

  • Page 126
    ... sheet and income statement: 03.31.09 Change in income Change in equity Carried over from business combinations Other reclassifications 03.31.10 Intangible assets Elimination of margin on intangible assets Elimination of other internal profits Non-current financial assets Receivables (capitalized...

  • Page 127
    ... on a fiscal year basis, the Company recognizes a future tax liability for this item. Expiry of deferred tax liabilities: - short-term: â,¬6,882 thousand - long-term: â,¬26,039 thousand As permitted under the provisions of Article 236 of the French General Tax Code, Ubisoft Entertainment SA opted to...

  • Page 128
    2.1.6.9 in thousands of euros Other notes 2.1.6.9.1 Income statement by nature 03.31.10 03.31.09 Sales
 Other operating income Cost of goods Changes in inventories of finished goods and work in progress Employee benefits expense Other operating expenses Taxes and duties Depreciation and ...

  • Page 129
    ... Parent company and rest of world (sales mainly relative to licence contracts) The Group's operating activities are organized and managed separately, according to the type of market. (1) Breakdown of earnings by geographic region 03.31.10 Parent company and rest of world Distribution for EMEA region...

  • Page 130
    ... 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. (2) Breakdown of assets by geographic region 03.31.10 Parent company and...

  • Page 131
    ... description of the pay and benefits granted to the corporate officers of the Group. In accordance with Article L.225-43 of the French Commercial Code, no loans or advances were made to the Company's directors. 2/ Transactions with other related parties License contracts with Gameloft SA, April...

  • Page 132
    ... Ubisoft Divertissement Inc. Ubisoft Inc. Ubisoft Ltd Ubisoft Ltd Ubisoft Ltd Ubisoft SA Ubisoft Entertainment Ltd Ubisoft Productions France Ubisoft Inc. Ubisoft EMEA SAS Ubisoft Entertainment Sweden AB Red Storm Entertainment Inc. Ubisoft Vancouver Inc. Ubisoft Inc. Ubisoft Inc. Ubisoft EMEA SAS...

  • Page 133
    ... follows at March 31, 2010: 03.31.10 North America Europe and North Africa Asia/Pacific TOTAL 2,885 2,630 887 6,402 03.31.09 2,609 2,297 859 5,765 The average headcount in 2009/2010 was 6,144. The Group has no employee profit-sharing programs. 2.1.6.9.6 Events after the balance sheet date N/A 129

  • Page 134
    ... Audit AMLD Amount (excluding % tax) 2009/2010 2008/2009 2009/2010 2008/2009 Audit - Statutory audit, certification, review of the individual and consolidated financial statements Issuer â-¦ Fully consolidated subsidiaries - Other verifications and services directly related to the auditor's work...

  • Page 135
    ... of cost of share-based payments in the development cost of in-house software. 2 - Basis for assessment The actual economic crisis impacts firms on their activity. The accounting measurements concerning the achievement of the consolidated financial statements as 31st March, 2010 were made in...

  • Page 136
    ... fiscal year income statement restatement. Accounting estimates • The note of the consolidated financial statements « Comparability of financial statements" describes the method of measurement referring to integration of cost of share-based payments in the development cost of in-house software...

  • Page 137
    ... Capital Premiums Reserves Profit carried forward Earnings for the period Regulated provisions
 Equity Provisions for risks and charges Borrowings (3) Miscellaneous financial liabilities Trade payables Tax and employee-related liabilities Liabilities on non-current assets Other liabilities Total...

  • Page 138
    ...provisions Total operating expenses Operating profit (loss) Share of profits of associates Income from other securities and receivables on non-current assets (1) Other interest received Reversal of provisions Foreign-exchange gains Net proceeds on sale of investment securities Total financial income...

  • Page 139
    ... of 2008/2009 earnings 11 33,542 -33,553 Capital increase in cash 2009/2010 earnings Increase in regulated provisions Decrease in regulated provisions 137,361 137,361 Balance as of 03.31.10 Statement of changes in equity Capital Premiums Legal reserve Other reserves Profit carried forward...

  • Page 140
    ...the corporate financial statements 2.3.5.1 Highlights of the financial year 2.3.5.1.1 Acquisition/creation of subsidiaries • October 2009: Acquisition of the video games developer Nadéo SAS in France This new studio represents a major step in Ubisoft's development in the field of online games...

  • Page 141
    ..., - information system costs, - office software, - acquired brands, - logo. Accounting and later evaluation Brands: Any brands acquired are recognized at cost. Commercial software and external developments: Commercial software is that developed by the Group's own studios, while external software...

  • Page 142
    ... in value. Office software Commercial software 1 year, straight-line
 3 years, straight-line, starting on the commercial release date. Engines straight-line over the useful life between 3 and 5 years External developments According to the sold When sales prove lower than forecasts quantities...

  • Page 143
    ...recognized in the income statement on the basis of the agreements signed with software publishers (either by the unit or based on gross profit or on sales) or amortized on a straight-line basis for agreements with fixed royalty payments (flat fees). At the end of the financial year, the net carrying...

  • Page 144
    ... the acquisitions costs incorporated in the cost price of the non-voting shares. These costs are deducted in tax terms over 5 years by means of accelerated tax depreciation. to the development expenditure of software. The company decides to adopt the tax option and the immediate deductibility of the...

  • Page 145
    ...Closing balance 590,937 158,129 320,936 Released commercial software Released external developments Commercial software and external developments in progress Information systems Brands and operating (1) licenses Other intangible assets in progress Other TOTAL 03.31.10 TOTAL 03.31.09 (1) Essentially...

  • Page 146
    ... and sureties TOTAL Non-current assets Equity investments Other non-current investments Deposits and sureties TOTAL 03.31.10 TOTAL 03.31.09 Opening balance 278,775 1,009 673 280,457 260,908 Increase 69,011 29,379 194 98,584 83,752 Decrease 48,989 29,479 78,468 64,203 Closing balance 298,797...

  • Page 147
    ... of equity investments is primarily attributable to the increase in the value in use of the shares in Ubisoft EMEA SAS, calculated on the basis of the discounted value of cash flows based on projected operating income from non-Group activities, and the net cash position on the balance sheet date...

  • Page 148
    ... Changes in value of Gameloft shares The increase of the debt to receive is due to the change in the share price between March 31, 2009 (â,¬1.64) and March 31, 2010 (â,¬3.57). Note 7. Statement of receivables and liabilities by maturity STATEMENT OF RECEIVABLES Receivables on non-current assets...

  • Page 149
    ... to be issued Tax and employee-related liabilities TOTAL 99 81,667 33,623 693 116,082 03.31.09 99 92,890 17,546 883 111,418 Note 12. Items relating to associates 03.31.10 Current assets Equity investments Trade receivables Other receivables Debts Other borrowings and financial liabilities Trade...

  • Page 150
    ... are provided in Note 3. Non-current financial assets. Note 14. Equity Capital As of March 31, 2010, Ubisoft Entertainment SA had equity of â,¬7,319,603.29 divided into 94,446,494 shares. Number of Ubisoft Entertainment SA shares As of 04.01.09 Option exercises Group employee savings plan As of 03...

  • Page 151
    ... past fiscal year was partly driven by the exercise of stock options. For reference, the terms and conditions of exercise of the stock option plans are as follows: 7 plan 1,556,260 th Total number of shares (1) granted Start of exercise period End of exercise period Price of (1) options Options as...

  • Page 152
    ... of 15 % versus the average opening price over the 20 trading days prior to the Board of Directors' meeting that approved the capital increase. 03.31.10 Issue date Subscription price (in euros) Lock-in period (in years) Number of shares subscribed to 06.18.09 14.37 
5 years 74,476 04.09.09 11...

  • Page 153
    ...sheet consists of current account advances by the subsidiaries to the parent company. These advances all mature in under a year. Note 16. Other liabilities 03.31.10 Trade receivables - credit notes to be issued Unrealized gains on Calyon receivable relative to Gameloft equity swap Other debts TOTAL...

  • Page 154
    ... Sales
 Note 19. Other operating income and reinvoiced costs 03.31.10 Reversals of provisions on commercial software * Reversals of provisions on external developments Reinvoiced costs Income from other ordinary revenue transactions TOTAL * cf Note 2.3.5.2 Comparability of financial statements...

  • Page 155
    ... on equity investments are provided in note 3. Non-current financial assets. The share in profit of associates relates to dividends received by Ubisoft Entertainment SA from its Norwegian subsidiary. Foreign-exchange risk The company's exposure to foreign-exchange risk stems from operating cash...

  • Page 156
    ... software. Note 24. Income tax As at March 31, 2010, the group includes Ubisoft Entertainment SA (head of the group), and all subsidiaries whose head office is in France, with the exception of those created on the fiscal year. Any tax savings arising from the use of losses at the tax group's member...

  • Page 157
    ... sale September 2010 September 2010 May 2010 September 2010 April 2010 to March 2011 Only commitments of over â,¬500 thousand are described Fair value in euros measured by MarkToMarket on the closing date (2) 1/ Equity swap on Gameloft stock On July 12, 2007, Ubisoft Entertainment SA signed...

  • Page 158
    ... of managers Ubisoft Entertainment SA paid â,¬866 thousand in compensation to its corporate officers during the 2009/2010 fiscal year. In - only very partial - compensation for their work and the time spent in preparing and participating in Board meetings, the General Shareholders' Meeting of...

  • Page 159
    2.3.6.4 Contingent assets and liabilities To the best of our knowledge, there are no contingent assets or liabilities as at March 31, 2010. 2.3.6.5 N/A Events after the balance sheet date 155

  • Page 160
    ... company and not yet repaid Sales excluding VAT Earnings for the last fiscal year Dividends received Subsidiaries and associates (March 31, 2010) in thousands of euros in thousands of currency units SUBSIDIARIES AT LEAST 50 % OF CAPITAL HELD UBISOFT HOLDINGS INC. UBISOFT EMEA SARL UBISOFT COUNSEL...

  • Page 161
    ... Meeting, we hereby present our report for the fiscal year ended March 31, 2010, with regard to the following: the audit of the annual financial statements of Ubisoft Entertainment S.A., as attached to this report; the basis for our assessment; the specific verifications and information required...

  • Page 162
    ... the annual financial statements. Concerning the information provided pursuant to the provisions of article L. 225-102-1 of the French Commercial Code on the compensation and benefits paid to corporate officers and on the commitments made in their favour, we verified their concordance with accounts...

  • Page 163
    ... to the corporate officers, the limits placed on the powers of the Chairman and Chief Executive Officer, terms and conditions relating to the participation of shareholders in General Meetings and the internal control and risk management procedures established by the Company. This report refers to...

  • Page 164
    ... banker or commercial banker that is material for the Company or its group or for a significant part of whose business the Company or group accounts, - not to be related by close family ties to a corporate officer, - not to have been an auditor of the Company within the previous five years, - not to...

  • Page 165
    ...decided to reduce the duration of the current terms of office - expiring at the Annual General Meeting called to deliberate on the Company financial statements for the financial year ended March 31, 2013 - in order to ensure that a regular renewal of the members of the Board of Directors takes place...

  • Page 166
    ... Executive Officer, or both these positions held by the same person); implements, where it sees fit, the authorizations granted to it by the General Meeting; examines and approves the drawing-up of the financial statements; controls management activities and monitors the quality of the information...

  • Page 167
    ... by the General Meeting. Corporate officers are not entitled to any indemnity or benefit payable in the event that they leave the Company. The 11th resolution adopted by the General Shareholders' Meeting of July 10, 2009 renewing the authorization of the Board of Directors to grant options to...

  • Page 168
    ... sent out during the 2010/2011 financial year. It should be noted that an assessment of the Board of Directors' working methods was carried out during the 2008/2009 financial year to ensure that important issues were suitably researched, addressed and discussed at Board meetings, and that from this...

  • Page 169
    ... a public offering This report refers to point 3.2 of the Financial Report contained in the Company's registration document for the year ended March 31, 2010 as regards the publication of information referred to in Article L. 225-100-3 of the French Commercial Code, relating to the Company's capital...

  • Page 170
    ...of December 3, 2008 for the benefit of earned income, whereby it established new rules and in particular the form of allocation of stock options or allocation of bonus shares to corporate officers if a provision exists granting employees a share in the performance of the Company. The attendance rate...

  • Page 171
    ... as well as the internal audit work performed at the request of the Senior Management. 3.1.3.1 Internal control definition and goals Ubisoft has drawn up this report in accordance with the reference framework provided by the AMF (French Financial Markets Authority) published in January 2007 and...

  • Page 172
    ...The finance and accounting teams: present in all subsidiaries, they are responsible for performing analysis and control functions, including budgeting and the preparation of financial statements. The Internal Audit Department: reporting to Senior Management and working with the head office financial...

  • Page 173
    ...Group. Thus, the functional departments are actively involved in the work carried out by the Internal Audit Department to raise the awareness of management and all operational managers and involve them in internal control. Procedures relating to the production of accounting and financial information...

  • Page 174
    ... in order to improve knowledge sharing and standardize security levels across Ubisoft's various offices. Accounting, finance and management control: a shared database, accessible to all relevant employees, providing procedures manuals, Group contacts and information on the financial reporting cycle...

  • Page 175
    ... as the publication of financial information, and also manages off-balance sheet commitments (bank guarantees relating to purchase financing or L/Cs, comfort letters, share price guarantees, deposits, etc.). It centralizes and verifies the authorizations granted to a limited number of employees, who...

  • Page 176
    ... supervision of the internal control system and its operation, the Group has introduced a biannual process for monitoring subsidiaries and key controls, together with the financial control teams. Self-assessment questionnaires were updated during the first half of the 2010 financial year. Their goal...

  • Page 177
    ...in order to outline the intended changes and evaluate the potential impact on other applications. The Hyperion consolidation and management forecasting applications are used by all Group companies, providing an exhaustive and standardized view of business activities and accounting and financial data...

  • Page 178
    ...consolidated financial statements are subject to a limited review as at September 30 and an audit as at March 31 by the Group's auditors. The Administration Department works with the statutory auditors to coordinate the timing and main accounting processes to allow for in the annual year-end process...

  • Page 179
    ... the French Commercial Code for the fiscal year ended March 31, 2009. The chairman is required to draw up and submit to the approval of the board of directors a report for the check of internal audit procedures and risk management implemented at the company and giving the other information required...

  • Page 180
    ...about the company's internal control procedures used to prepare and process accounting and financial information, as contained in the report of the Chairman of the Board of Directors, prepared pursuant to the provisions of Article L. 225-37 of the French Commercial Code. Other information We attest...

  • Page 181
    ... French Commercial Code, we have been advised of agreements and commitments previously authorized by your Board of Directors during the last fiscal year. We are not required to ascertain whether any other agreements exist but to inform you, on the basis of the information provided to us, of the main...

  • Page 182
    ... company to sign an exclusive licensing agreement for current and future brands with Gameloft S.A. for the development of interactive video games for telephone, fax and telecommunications devices, personal digital assistants (PDAs) and interactive television. • Term and conditions : The term...

  • Page 183
    ...to determine, up to a limit of 10% of the share capital per year, the issue price of ordinary shares or any securities granting entitlement to the Company's capital, in the case of an issue with waiving of preferential subscription rights by way of a public offering and/or an offer as referred to in...

  • Page 184
    ... majority requirements for ordinary general meetings and having read the Board of Directors' management report and Statutory Auditors' report, approves the company financial statements for the financial year ended March 31st, 2010 as presented (consisting of the balance sheet, income statement and...

  • Page 185
    ...the closing of the Ordinary Shareholders' Meeting called to approve the financial statements for the year ending March 31st, 2016. SEVENTH RESOLUTION (Authorization to buy back, retain or transfer Ubisoft Entertainment SA shares) majority Bernard of office General The Shareholders' General Meeting...

  • Page 186
    ... immediately or in the future; Granting shares to employees and corporate officers of the Ubisoft Group under any arrangement authorized by law and, in particular, via a company profit-sharing scheme, any company savings scheme, any bonus share grant plan, or any stock option plan for some or all of...

  • Page 187
    ... resolution of this Meeting; if applicable, this amount shall be increased by the nominal amount of the shares that may be issued in the event of further financial transactions, to uphold the rights of holders of securities granting entitlement to the Company's share capital; 3) in the event...

  • Page 188
    ...of preferential subscription rights, shares and/or securities granting entitlement to the Company's capital) The Shareholders' General Meeting, deliberating in accordance with the quorum and majority requirements for extraordinary general meetings, and having noted the Board of Directors' report and...

  • Page 189
    .../or more of the following options in any order it sees fit: limit the issue to the amount of subscriptions, provided said amount represents at least three quarters of the approved issue; freely allocate all or part of unsubscribed shares and/or other securities; offer all or part of the unsubscribed...

  • Page 190
    ... to increase the share capital by issuing, with waiving of preferential subscription rights by way of a public offering, shares and/or securities granting entitlement to the Company's capital) The Shareholders' General Meeting, deliberating in accordance with the quorum and majority requirements for...

  • Page 191
    ... to issue, on one or more occasions, shares and/or securities granting immediate or future entitlement to a portion of the Company's share capital in consideration for shares included in any equity swap offer made by the Company under Article L. 225-148 of the French Commercial Code involving...

  • Page 192
    ... the share capital by issuing, with waiving of preferential subscription rights by way of an offer as referred to under paragraph II of Article L. 4112 of the French Monetary and Financial Code, shares and/or securities granting entitlement to the Company's capital) The Shareholders' General Meeting...

  • Page 193
    ... in force on the issue date (for information purposes, on the date of this General Meeting, the issue of shares carried out by way of an offer as referred to under Article L. 411-2 II of the French Monetary and Financial Code is limited to 20% of the Company's capital per year), it being stated that...

  • Page 194
    ...to determine, up to a limit of 10% of the share capital per year, the issue price of ordinary shares or any securities granting entitlement to the Company's capital, in the case of an issue with waiving of preferential subscription rights by way of a public offering and/or an offer as referred to in...

  • Page 195
    ... for members of a Group savings scheme of the Company and/or of the companies or consortia related to it under the terms of Article L. 225-180 of the French Commercial Code, resolves that (i) the par value of any immediate or future increase in the Company's capital, resulting from all the issues...

  • Page 196
    ...subscription price for the shares or securities issued shall be decided in the manner set out in Articles L. 3332-18 to L. 3332-23 of the French Employment Code. resolves to set the maximum discount offered under a savings scheme at 15% of the average opening price of Ubisoft Entertainment SA shares...

  • Page 197
    ... French Commercial Code, the Board of Directors may not grant options to corporate officers and employees of the Company or companies related to it as per the provisions of Article L. 225-180 of the French Commercial Code if they hold more than 10% of the share capital. resolves that (i) the number...

  • Page 198
    ...while the securities lock-in period shall not exceed three years from the exercise of the option; determining the performance conditions to be met by the Company's corporate officers in order to exercise the options, and taking any decision covered by Article L. 225-185 of the French Commercial Code...

  • Page 199
    ...of the Company's share capital; the issue(s) of ordinary shares or securities granting entitlement to the capital with waiving of shareholders' preferential subscription rights in favor of members of a savings scheme, as per the sixteenth resolution, may not result in a par value capital increase of...

  • Page 200
    ... RESOLUTION (Update of the Articles of Association with the legal provisions relating to the terms and conditions for voting and participating in general meetings: amendment of article 14 of the Articles of Association) The Shareholders' General Meeting, deliberating in accordance with the quorum...

  • Page 201
    ... Nantes Cedex 3, France 2003 2013 2003 2013 Professional fees of the statutory auditors and members of their networks (Document prepared in accordance with Article L. 222-8 of the internal regulations of the Autorité des marchés financiers - AMF) The professional fees for the fiscal year are...

  • Page 202
    ... of financial communications for fiscal year 2009/10 Date First quarter sales Half-yearly results Third quarter sales Annual sales and Year-end results Week of July 26, 2010 Week of November 15, 2010 Week of January 24, 2011 Week of May 9, 2011 These dates are provided for information...

  • Page 203
    ... Meeting 5th June, 2009 * Publication in a legal gazette of the registered office (art. R. 225-67 of the French Commercial Code) Information available on the website of the « Autorité des Marchés Financiers » (www.amf-france.org) and/or on the website of UBISOFT ENTERTAINMENT SA (www.ubisoft...

  • Page 204
    ... May, 2009 Purchase and sale from 1st to 30th April, 2009 Monthly information relating to the total number of voting rights and shares (Art. L. 233-8 II of the French Commercial Code) Date 10th May, 2010 13th April, 2010 8th March, 2010 9th February, 2010 14th January, 2010 14th December, 2009 6th...

  • Page 205
    ... to put bearer its shares by Electronics Arts BV. Declaration by EA International (Studio and Publishing) Ltd of crossing downward the 10 % and 5 % thresholds of the capital and voting rights following the sale to Electronic Arts Inc of 9,327,000 shares in the Company, resulting in the crossing...

  • Page 206
    ... the share capital on 21st April, 2009 further to a purchase of shares 23rd April, 2009 209C0563 Transactions in Ubisoft Entertainment shares carried out by directors, officers and others persons referred to in article L. 621-18-2 of the French Monetary and Financial Code Date 25th March, 2010 17...

  • Page 207
    ... officers of companies traded at the Stock Exchange Publication in financial newspapers with national distribution Date 19 May, 2010 24th June, 2009 th 5th June, 2009 27th May, 2009 Description Ubisoft® reports full-year 2009/2010 results and sales Press release stating the terms and conditions...

  • Page 208
    ... in share capital in favour of members of a Group saving scheme Filing of the social and consolidated financial accounts as of 31st March, 2009 Minutes of the Board of Directors' Meetings held on 9th April, 2009* - Registration of the new shares issued further to the exercise of stock options from...

  • Page 209
    ... and have not been audited by the Auditors. Copies of this Company Report are available from Ubisoft's commercial offices : 28, rue Armand Carrel - 93108 Montreuil-sous-Bois cedex - France Ubisoft Entertainment Limited company with capital of â,¬7,319,603.29 Registered office: 107 avenue Henri Fr...

  • Page 210
    ... Report © 1995-2010 Ubisoft Entertainment, All Rights Reserved. Rayman, the character of Rayman, R.U.S.E, Might and Magic, Might and Magic Heroes Kingdoms, Driver, Assassin's Creed, Just Dance , Tom Clancy's, Splinter Cell, Splinter Cell Conviction, Red Steel, Imagine, Ubisoft and the Ubisoft logo...

  • Page 211
    Ubisoft Entertainment Limited company with capital of â,¬7,319,603.29 Registered office: 107 avenue Henri Fréville BP 10704 35207 Rennes cedex 2 335 186 094 RCS Rennes 207

  • Page 212
    ...Fréville 35207 Rennes France COMMERCIAL HQ Ubisoft Entertainment 28, rue Armand Carrel 93108 Montreuil-sous-Bois Cedex France Phone: +33 (0)1 48 18 50 00 Fax: +33 (0)1 48 57 07 41 Australia Austria Belgium Brazil Bulgaria Canada China Denmark France Germany Hong-Kong India Italy Japan Korea Mexico...