Ubisoft Entertainment : Universal Registration Document 2024

2023-24

UNIVERSAL

REGISTRATION

DOCUMENT

and Annual Financial Report

Contents

Message from the Chairman	3
and Chief Executive Officer
1 KEY FIGURES	5
1.1	Quarterly and annual consolidated sales	6
1.2	Sales by platform	7
1.3	Sales by geographic region	8
2 GROUP PRESENTATION	9
2.1	Group business model and strategy	10
2.2	History	14
2.3	Highlights	15
2.4	Subsidiaries and equity investments	16

2.5 Research and development, investment

and financing policy

18

2.6 2023-24 performance review (non-IFRS data)

	20
2.7 Outlook	24

3 RISKS AND INTERNAL CONTROL	25
3.1 Risk factors	26

3.2 Risk management and internal control

		mechanisms	38
4 CORPORATE GOVERNANCE REPORT	45
	4.1	Corporate governance	46
5	4.2	Compensation of corporate officers	90
CORPORATE SOCIAL RESPONSIBILITY	125
	5.1	Corporate social responsibility governance	126

5.2 Offering a customized gaming experience that enriches players' lives beyond pure

	entertainment	133
5.3	Acting as a responsible employer	140
5.4	Societal contribution	151
5.5	Optimizing our environmental impact	157
5.6	Ethical business management	168

5.7 Methodology note on employee-related,

environmental and societal reporting

173

5.8 Report of the independent third-party

organization on the verification of consolidated non-financial performance statement included

in the management report

177

6 FINANCIAL STATEMENTS

181

6.1 Consolidated financial statements for the year

ended March 31, 2024

182

6.2 Statutory Auditors' report on the consolidated

financial statements

239

6.3 Separate financial statements of Ubisoft Entertainment SA for the year ended

March 31, 2024

245

6.4 Statutory Auditors' report on the separate

financial statements

274

6.5 Statutory Auditors' special report

on regulated agreements and commitments	280
6.6 Ubisoft Entertainment SA results
for the past five financial years	282

INFORMATION ON THE COMPANY	283
7 AND ITS CAPITAL
7.1	Legal information	284
7.2	Share capital	288
7.3	Share ownership	292
7.4	Securities market	296
7.5	Additional information	300

8 2024 GENERAL MEETING	303
8.1 2024 General Meeting agenda	304
8.2 Presentation and text of draft resolutions	305
CROSS-REFERENCE TABLES, SASB	325
9 REPORTING AND EU TAXONOMY
Cross-reference table of the Universal Registration
Document	326
Annual financial report cross-reference table	328
Management report cross-reference table	329
Statement of non-financial performance (DPEF)
cross-reference table	330
Corporate governance report cross-reference table	332
Cross-reference table for the AMF tables
on corporate officer compensation	333
SASB reporting	334
SDG dashboard	337
Table of risks	341
Application of the EU taxonomy to Ubisoft
Entertainment SA's business activities	346

In the table of contents, the components of the annual financial report are identified by the pictogram

In the table of contents, the components

of the Statement of non-financial performance are identified by the pictogram

CONTENTS

The Universal Registration Document was filed on June 20, 2024 with the Autorité des Marchés Financiers (AMF - the French Financial Markets Authority), the competent authority in this respect under Regulation (EU) 2017/1129, without any prior approval requirement, as set out in article 9 of said regulation.

The Universal Registration Document may be used for the purpose of a public offering of securities or their admission to trading on a regulated market if it is supplemented with a securities note and, where applicable, a summary and all amendments made to the Universal Registration Document. This set of documents is then approved by the AMF in accordance with Regulation (EU) 2017/1129.

The Universal Registration Document is a copy of the french official version of the Universal Registration Document established in xHTML format and available on the issuer's website.

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UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2023-24

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• UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2023-24

CONTENTS

MESSAGE FROM THE CHAIRMAN

AND CHIEF EXECUTIVE OFFICER

Yves Guillemot

This year marked a pivotal first step in Ubisoft's turnaround, showcasing solid performance

and the first benefits of our transformation toward a more balanced and recurring business model,

one supported by multiple revenue streams.

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As Ubisoft continuously adapts to a fast-changing industry, this year marked a pivotal first step in our turnaround. We delivered a solid performance and realized the first benefits of our transformation toward a more balanced business model, advancing on our strategy to expand the global reach of Ubisoft's biggest brands and enhance our recurring model through long-lasting Live games.

The year also demonstrated the strength and value of our key assets including our talented global teams, a diversified portfolio of high-quality franchises which drove our back catalog revenues to all-time highs, passionate communities of fans across franchises, cutting-edge proprietary technologies and a unique position in the gaming industry that enabled us to sign profitable partnerships.

Record year with powerful AAA franchises and back catalog sustained robust performance

Our FY 2024 results confirm that Ubisoft is back on track on its profitable growth trajectory, with record annual net bookings, and operating income aligned with our targets.

Back catalog was a key driver of Ubisoft's performance this year, with net bookings up 49% to 1.5 billion euros, notably reflecting a stellar Rainbow Six Siege performance.

Overall, the Assassin's Creed and Rainbow Six franchises both achieved very strong net bookings growth, up more than 30% and 50% respectively, and benefited from solid fan bases, each surpassing 30 million unique active players over the year, highlighting the reach of our core franchises.

Return to a strong sequence of quality releases designed to be long term sellers

This year marked our return to delivering a sustained cadence of quality releases designed to be long-term sellers, illustrating the extraordinary creative potential of our teams.

Assassin's Creed Mirage successfully harnessed the strength of the Assassin's Creed brand to deliver a back-to-the-roots experience, with a narrative-drivenaction-adventure focused on parkour and stealth that have defined the franchise for more than fifteen years. The game notably won the Audience Award at the 2024 Pegasus Ceremony.

The Crew Motorfest has outperformed The Crew 2 on acquisition, activity, monetization and net bookings metrics on a comparable basis this year, leading to record net bookings for the franchise, that quadrupled year-on-year.

Avatar Frontiers of Pandora was praised for the visual quality of its world, setting an industry benchmark and showcasing the power of Ubisoft Snowdrop, our proprietary game engine.

Skull and Bones, our naval combat game, displayed strong engagement, achieving the second-best daily playtime for a Ubisoft game. The game also recorded retention metrics that rank among our best Live games.

And finally, Prince of Persia The Lost Crown was unanimously praised by players and critics thanks to its best-in-classlevel design and the engaging combat gameplay, and is a compelling illustration of Ubisoft's capacity to revive iconic brands.

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MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

• Yves Guillemot

B2B Partnerships delivering value

and monetization of our streaming rights

Furthermore, in an industry marked by strong demand for high-quality content, the uniqueness and attractiveness of Ubisoft's portfolio of wholly owned IPs was once again highlighted this year by our continued ability to sign profitable B2B partnerships that are incremental to the lifetime value of our back catalog titles while providing quality content for our partners. The year was also marked by B2B partnerships on streaming, including licensing the Activision Blizzard streaming rights in a non-exclusive manner.

Cost reduction plan on track, more focused and selective investments

As part of Ubisoft's efforts to streamline its operations and adapt to evolving market trends, we have made solid progress in our cost reduction plan. Targeted restructurings, combined with the continued tight control on recruitments and more selective investments, led to a reduction in our fixed cost base by around 150 million euros this year. While there remains work to be done, we are on track to reach the annual 200- million-euro cost reduction objective by FY26.

Additionally, we have decided to stop development on The Division Heartland and have redeployed resources to bigger opportunities such as XDefiant and Rainbow Six Siege.

Strategic focus sharpened on two core verticals: Open World Adventure and native Games-as-a-Service.

Pursuing a pragmatic and selective organic investment approach, our strategic focus is (1) on returning to leadership in the Open World Adventures segment and (2) expanding our footprint in Game-as-a-Service(GaaS)-native experiences. With these two core verticals, and leveraging our ongoing investments in proprietary technologies to reach and maintain a competitive advantage, we aim to drive growth and recurrence with the objective to gradually expand operating income and generate robust free cash flow.

The Open World Adventure market represents €25 billion today, and is expected to grow over the coming years. This market is dynamic, frequently benefiting from technological disruptions, and is characterized by high barriers to entry. Ubisoft can rely on big franchises to address this market. This will start in FY2024-25with the launch of Star Wars Outlaws and Assassin's Creed Shadows and will continue in the future years as we deliver immersive experiences that attract more players into our universes and reach new audiences, notably thanks to multiplayer and mobile.

The GaaS-nativesegment is one of the major segments in the video game industry. It currently represents 120 billion euros and is a key growth driver thanks to the largest total addressable market in terms of number of players. In this segment, Rainbow Six Siege has become one of our largest and most profitable games. The objective is to expand our footprint in this dynamic market notably thanks to growing our existing experiences as well as the upcoming releases of XDefiant, Rainbow Six Mobile and The Division Resurgence.

To conclude, I extend my sincere gratitude to our talented teams for their resilience and dedication, and to our players, partners, and shareholders for your unwavering loyalty, support, and trust in us.

• UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2023-24

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CONTENTS

KEY

FIGURES

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1.1	QUARTERLY AND ANNUAL	1.3	SALES BY GEOGRAPHIC REGION 8	4
	CONSOLIDATED SALES	6
1.2	SALES BY PLATFORM	7

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1	CONTENTS
KEY FIGURES
	u Quarterly and annual consolidated sales

1.1 QUARTERLY AND ANNUAL CONSOLIDATED SALES

NET BOOKINGS (in € millions)

		TOTAL
		FINANCIAL YEAR
		2023-24
		2,321
	2022-23	873
	1,739	727
		626
		555
		406
293	268	313

1st quarter	2nd quarter		3rd quarter	4th quarter
			2022-23		2023-24

Net bookings (1)			Change at	Change at
		current	constant
(in € millions)	2023-24	2022-23	exchange rates	exchange rates (2)
1st quarter	268	293	-8.7%	-7.7%
2nd quarter	555	406	36.6%	40.1%
3rd quarter	626	727	-13.8%	-11.7%
4th quarter	873	313	178.7%	181.1%
FINANCIAL YEAR TOTAL	2,321	1,739	33.5%	35.8%

1. Net bookings are defined in section 2.6.1
2. Net bookings at constant exchange rates are calculated by applying to the data for the period under review the average exchange rates used for the same period of the previous financial year

IFRS 15 Sales			Change at	Change at
		current	constant
(in € millions)	2023-24	2022-23	exchange rates	exchange rates *
1st quarter	289	318	-9.2%	-8.2%
2nd quarter	547	413	32.5%	35.9%
3rd quarter	606	772	-21.5%	-19.5%
4th quarter	858	311	176.3%	178.8%
FINANCIAL YEAR TOTAL	2,301	1,814	26.8%	29.1%

• Sales at constant exchange rates are calculated by applying to the data for the period under review the average exchange rates used for the same period of the previous financial year

• UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2023-24

CONTENTS	1
KEY FIGURES
Sales by platform t

1.2 SALES BY PLATFORM

NET BOOKINGS

56%
40%
	32%	31%
	18%
		6%	11%
		6%
Consoles	PC	Mobile	Others *
	2022-23	2023-24

• Derivatives, etc.

Net bookings *	2023-24	2022-23
(in percentage)
Consoles	56%	40%
PC	32%	18%
Mobile	6%	31%
Other Platforms	6%	11%
TOTAL	100%	100%

• Net bookings are defined in section 2.6.1

IFRS 15 Sales	2023-24	2022-23
(in percentage)
Consoles	55%	39%
PC	31%	17%
Mobile	7%	30%
Other Platforms	6%	14%
TOTAL	100%	100%

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1	CONTENTS
KEY FIGURES
	u Sales by geographic region

1.3 SALES BY GEOGRAPHIC REGION

The breakdown of Group net bookings by geographic region is as follows (in € millions):

		1,238		TOTAL WORLD
				2023-24
814	875			2,321
	2022-23
			1,739
554
			311	269
Europe	North America	Rest of the world
	2022-23	2023-24

Net bookings *

(in € millions)	2023-24	2022-23
Europe	814	554
Northern America	1,238	875
Rest of the World	269	311
TOTAL	2,321	1,739

• Net bookings are defined in section 2.6.1

IFRS 15 Sales *

(in € millions)	2023-24	2022-23
Europe	796	584
Northern America	1,217	920
Rest of the World	288	310
TOTAL	2,301	1,814

• Estimation of end customers location for certain BtoB contracts

• UBISOFT - UNIVERSAL REGISTRATION DOCUMENT - 2023-24