2015 Registration Document and Annual Report Contents Message from the Chairman 3 1 Key fi gures 5 5 Financial statements 93 1.1 Quarterly and annual consolidated 5.1 Consolidated fi nancial statements as sales 6 at March 31, 2015 94 1.2 Sales by platform 7 5.2 Statutory auditors’ report on the consolidated fi nancial statements 142 1.3 Sales by geographic region 8 5.3 Separate fi nancial statements of Ubisoft Entertainment SA for the 2 Group presentation 9 year ended March 31, 2015 144 5.4 Statutory auditors’ report on the 2.1 Group profi le and strategy 10 annual fi nancial statements 170 2.2 History 10 5.5 Ubisoft (parent company) results 2.3 Subsidiaries and equity investments 11 for the past fi ve fi nancial years 172 2.4 Research and development, investment and fi nancing policy 13 6 Information on the Company 2.5 2014/2015 fi nancial year 15 and its capital 173 2.6 Outlook 19 6.1 Legal information 174 3 6.2 Share capital and stock ownership 177 Governance, risks, risk 6.3 Securities market 186 management and internal control 21 6.4 Securities other than equity securities 190 3.1 Report of the Chairman of the 6.5 Financial communication 191 Board of Directors on corporate governance, internal control and risk management 22 7 General Meeting 193 3.2 Compensation of corporate offi cers – options or free shares awarded 7.1 Agenda 194 to the Group’s employees and 7.2 Draft resolutions for approval corporate offi cers 48 by the General Meeting 195 3.3 Statutory auditors’ report on the 7.3 Statutory auditors’ special report of the Chairman of the report on regulated agreements Board of Directors of Ubisoft and commitments 214 Entertainment SA 68 3.4 Auditors 69 8 Statement by 4 the person responsible for Corporate social the Registration Document 215 responsibility 71 4.1 Methodology note on employee- related, environmental and social 9 Cross-reference tables 217 reporting 72 Registration Document 4.2 Employee-related indicators 74 cross-reference table 218 4.3 Environmental indicators 82 Management report 4.4 Social indicators 87 cross-reference table 220 4.5 Independent third party’s report 90 CSR cross-reference table 221 Annual report cross-reference table 223 2015 Registration Document and Annual Report The French version of this Registration Document was fi led on July 2, 2015 in accordance with Article 212-3 of the French Financial Markets Authority (Autorité des Marchés Financiers – AMF). It may be used in connection with a fi nancial transaction if accompanied by a memorandum approved by the Autorité des Marchés Financiers. This document has been prepared by the issuer and is binding upon its signatories. Pursuant to Article 28 of Commission Regulation (EC) No. 809/2004, the following information is incorporated by reference in this Registration Document: - the consolidated and separate fi nancial statements and the relevant Statutory Auditors’ reports for the fi nancial year ended March 31, 2014, presented in the Registration Document fi led on 06/26/2014 under No. D.14-0691, pages 98 to 188; - the consolidated and separate fi nancial statements and the relevant Statutory Auditors’ reports for the fi nancial year ended March 31, 2013, presented in the Registration Document fi led on 06/25/2013 under No. D.13-0655, pages 88 to 173. - 2015 Registration Document 1 2 - 2015 Registration Document Message from the Chairman Dear Shareholders and Partners, Outstanding performance in 2014/2015 expertise accumulated over recent years through our Free-to-Play The increasing popularity of open world games was confi rmed in PC and mobile games, and the digital versions of our console and 2014. They represented 30% of industry revenues from console PC games. Uplay, our online services and distribution platform, and PC games, almost double the fi gure from 2008, and of the now has more than 70 million users, and offers us an unparalleled top ten best sellers of the year, fi ve were open world games. This direct relationship with our fans. performance is on track to continue. In this respect, three of our open world games feature among the top seven best sellers of the This experience gained in all things digital will enable us to take year. This remarkable achievement is a refl ection of our passion full advantage of the upcoming launch of numerous multi-player for innovation and creativity, of our exceptional studios and our games. Our investment in this growing segment over a number of strong marketing campaigns. years will leave us in a strong position. The launch of The Crew last It also refl ects our unique ability to create and develop new year was an initial success with high levels of digital revenues. The blockbuster brands and to launch them on a regular basis. Today, 2015/2016 fi nancial year will confi rm this trend with the launch Ubisoft® is alone in its ability to market this many games with such of Rainbow Six® Siege and The DivisionTM, two titles in which frequency. For example, in addition to a new Assassin’s Creed® game multiplayer gaming is at the heart of the experience. For Honor being released every year, it took us only two years to prepare for and Ghost Recon® Wildlands, recently presented and well received ® the launch of Far Cry , considered by many as the best shooter of at E3 Electronic Entertainment Expo in Los Angeles, have also been ® 2014. This year also saw the release of Watch Dogs , a new creation created along similar lines. from our internal studios and a record-breaking launch for a new brand. This exceptional ability affords us a high level of visibility Newly improved profi tability and stability on which to confi dently build our future. Ubisoft has always successfully managed its growth and development Owners and developers of our own brands in an organic way. Our exceptional internal creative force, strong We owe the majority of this success to our internal teams and we and recurring franchises, industry best marketing teams and the are proud to continue to progress in this way. The early years of a development of the digital sector combined will enable us to improve new cycle are always the best time to launch new brands. Ubisoft our performance over the coming years. Our objectives for the has successfully continued to use these periods to differentiate 2015/2016 fi nancial year include a further rise in profi tability, with itself from its competitors and to create new long-term franchises. non-IFRS operating profi t expected to exceed €200 million due to Watch Dogs was not only one of the two best new creations of 2014, stable sales levels. it was also the only new sizable franchise developed and owned by its publisher. This means that not only do we own the brand, but Gamers at the heart of our development the know-how and technology are all in-house. We believe that this expertise in the development of new IPs is a major factor in One aspect that is particularly close to my heart is our fans. Our the creation of long-term value for our shareholders. This has been community of gamers and their commitment to our brands have been manifested by a record fi nancial year in 2014/2015 with sales of at the core of Ubisoft’s success since its creation almost 30 years ago. €1,464 million (an increase of 45%), a non-IFRS operating profi t of And so our teams continue to innovate with them in mind, aiming to €171 million and free cash fl ow generation of €176 million. offer fans increasing freedom and choice and creating experiences to enrich their lives. The opportunity to enjoy a community of fans Far from having reached our potential as passionate as ours is unparalleled. This success puts us in a position where we can focus on further improving our performance, particularly in the highly strategic I would like to wholeheartedly thank and congratulate all Ubisoft digital sector. This segment represented 26% of Group sales in teams for their outstanding performance this year. We will continue 2014/2015, compared to less than 5% fi ve years ago, testament to to build industry leading franchises and to entertain and excite our our signifi cant progress. We nevertheless have the potential for fans with unforgettable gaming experiences. Lastly, I would like to much higher growth in this domain, which will have a positive thank our shareholders, our partners and our customers for their effect on our future fi nancial results. Digital revenues have had a continued support and trust. very positive impact on the profi tability of video game publishers. Their recurrence also offers our business a particularly favorable Yves Guillemot level of visibility. We are already benefi ting from the knowledge and Chairman and Chief Executive Offi cer - 2015 Registration Document 3 Ubisoft considers «Non-IFRS operating income» and «Non-IFRS net income», measures not prepared strictly in accordance with IFRS, to be relevant indicators of the Group’s operating and fi nancial performance. Management uses these measures to run the Group’s business as they are the best refl ection of its recurring performance and exclude the majority of non-operating and non-recurring items. A reconciliation between the IFRS and non-IFRS measures is provided in the appendices to the annual earnings release published on May 12, 2015. 4 - 2015 Registration Document 1 Key fi gures 1.1 Quarterly and annual 1.3 Sales by geographic consolidated sales 6 region 8 1.2 Sales by platform 7 - 2015 Registration Document 5 1 Key fi gures 1.1 Quarterly and annual consolidated sales 900 810 800 700 600 520 500 400 360 In € millions 300 217 194 200 170 124 100 76 0 Q1 Q2 Q3 Q4 2014/2015 2013/2014 Change at Change at current constant Sales (in € millions) 2014/2015 2013/2014 exchange rates exchange rates Q1 360 76 373.70% 385.50% Q2 124 217 -42.90% -45.20% Q3 810 520 55.80% 49.50% Q4 170 194 -12.40% -14.30% FINANCIAL YEAR TOTAL 1,464 1,007 45.30% 41.60% The sharp increase in sales was driven by the release of a higher number of major titles compared to the previous year and strong growth in the digital market.