ANNUAL GENERAL MEETING ROADSHOW 29th September, 2016
Didier CRESPEL Ubisoft Board of Directors: Lead Independent Director Audit Committee Chairperson Nomination Committee member Didier Crespel has over 30 years experience as a senior financial manager and entrepreneur. He is the President of Crespel & Associates, a consulting firm he founded in 2013 that specializes in business strategy and equity investment. He is also the majority shareholder and President of Mecamen, an industrial group. Mr. Crespel is the former General Manager of Shapers (2000-2012) – an international subsidiary of the Arkk Group that is listed on the Tokyo Stock Exchange. Thanks to his proven reporting expertise, Didier contributed to Arkk Group’s compliance project by implementing J-SOX rules. From 1984 to 2000, Mr. Crespel also served as Finance Director and General Manager for Valeo’s German subsidiary - a world-leading automotive industry supplier. At Valeo, Mr. Crespel dealt with international financial transactions such as major mergers and acquisitions. Mr. Crespel sits on Ubisoft’s Board of Directors as an independent director since 2013. He chairs the Audit Committee and is a member of the Nomination Committee. His understanding of finance as well as business strategy are true assets for Ubisoft’s exploration of new and emerging markets, especially Asia. The Board of Directors also benefits from his entrepreneurial and international mindset to assess the company’s diversification strategy and identify new opportunities in our fast-paced and growing industry. Mr. Crespel holds a Master in Management from the EDHEC Business School. He is a French national. 2
AGENDA 1. 20 YEARS OF SIGNIFICANT SHAREHOLDERS VALUE CREATION 2. UBISOFT’S BOARD EVOLUTION 3. RESOLUTIONS 3
SIGNIFICANT VALUE CREATION OVER THE LONG-RUN TOTAL SHAREHOLDER RETURN SINCE IPO (rebased to 100, includes dividends) 20-year 5-year 3-year 2-year 1-year (since IPO) UBISOFT +1,744% +617% +203% +178% +109% NASDAQ +337% * +117% +50% +17% +10% CAC40 Net Return +239% +60% +19% +6% (3%) Euro Stoxx Media Supersector Return +88% +92% +34% +13% (5%) Source: FactSet as of August 29, 2016 IPO as of July 1, 1996 * Excludes dividends 4
FY19: SIGNIFICANT VALUE CREATION POTENTIAL AHEAD REVENUES: 2.2 BN € NON-IFRS OPERATING INCOME MARGIN: 20 % FY19 FREE CASH FLOW: ~300 M € 5
FY19: A STRATEGY THAT DELIVERS – 2 KEY DRIVERS STRENGTHEN STABLE OF FRANCHISES X 3 AUDIENCE OF X 2 AUDIENCE OF Sources: NPD, GFK Chart Track, Internal estimates Data not available for Overwatch 6
FY19: A STRATEGY THAT DELIVERS – 2 KEY DRIVERS DEVELOP MULTIPLAYER GAMES DRIVE ENGAGEMENT HIGHER GROW HIGH MARGIN DIGITAL REVENUES GREAT IMPACT ON ENGAGEMENT & MONETIZATION 7
AGENDA 1. 20 YEARS OF SIGNIFICANT SHAREHOLDERS VALUE CREATION 2. UBISOFT’S BOARD EVOLUTION 3. RESOLUTIONS 8
THE BOARD: COMPOSITION Yves Guillemot Didier Crespel Claude Guillemot Chairman & Independent Chief Executive Officer Deputy Managing President of Crespel & Associates Director Lead independent Director Audit Committee Chairperson Nomination Committee member Michel Guillemot Deputy Managing Pascale Mounier Director 9 MEMBERS, 4 INDEPENDENTS Independent Founder & President of Newton-ca Estelle Métayer Gérard Guillemot Independent Deputy Managing Founder & President of Competia Director Compensation Committee Chairperson Christian Guillemot Laurence Hubert-Moy Deputy Managing Independent Director President of TOSCA Commitee (CNES) Nomination Committee Chairperson Audit & Compensation Committees member 9
THE BOARD: ATTENDANCE HOW OFTEN DO COMMITTEES/BOARD MEET Compensation Audit Nomination Board Committee Committee Committee 1 FY2014 13 3 not created yet (implemented 20/11/13) 1 FY2015 9 5 4 (implemented 5/02/13) FY2016 12 6 4 3 ATTENDANCE Committees Compensation Audit Nomination Committee Committee Committee FY2014 100% 100% not created yet FY2015 100% 100% 100% FY2016 100% 100% 100% Board Estelle Laurence Dider Pascale Yves Claude Christian Michel Gérard Board Métayer Hubert-Moy Crespel Mounier Guillemot Guillemot Guillemot Guillemot Guillemot 4 10 4 13 FY2014 13 13 13 13 11 6 (appointed (appointed (appointed 27/06/2013) 20/11/2013) 20/11/2013) FY2015 9 9 9 9 9 9 9 9 9 6 12 FY2016 12 12 11 12 12 10 12 9 11 10
THE BOARD: FOUNDERS WITH VITAL SECTORAL EXPERTISE 5 x 30 YEARS OF KNOWLEDGE OF THE VIDEOGAME INDUSTRY They have built: Top 5 worldwide videogame publisher x18 share price in 20 years A unique DNA centered around IP (Intellectual Property) ownership Strong focus on costs and efficiency : 2/3 of production in competitive costs countries A strong adaptability capacity: Out of the 15 major videogame publishers in 2006, only 4, including Ubisoft, remain competitive on a yearly basis DUAL ROLE AS CEO/CHAIRMAN RIGHT FOR UBISOFT TODAY In a fast changing environment , marked by regular technology, creative and business disruptions, it is key: to offer responsive and effective decision making to ensure the cohesion of the whole organization (strategy and operations) to streamline the decision-making process 11
THE BOARD: ACCELERATING INDEPENDENCE GOVERNANCE GROWING FREE FLOAT EVOLUTION GROWING INTERNATIONAL SHAREHOLDER BASE 1 st INDEPENDENT BOARD MEMBER (non-renewed in 2012) 2006: 2012: + 2013: 2016: 2 NEW: Frédérique DAME Florence NAVINER Silicon Valley Business angel, CFO Wrigley, Mars Group prev. Uber executive Brings 30 years of strong finance and Brings 15 years of Digital Products & strategic experience in consumer goods Services development in innovation driven fast changing disruptive marketing driven industry industries NON-RENEWAL Nomination committee searches for another independent director to bring independence above 50% by 2017 at the latest 12
THE BOARD: ACCELERATING INDEPENDENCE CREATION OF THE LEAD INDEPENDENT DIRECTOR ROLE COMMITTEES FULL INDEPENDENCE AUDIT COMPENSATION NOMINATION COMMITTEE COMMITTEE COMMITTEE Positioned Top management Mapping of all risks Management of the full remuneration in line with Say (requested by independent research and selection Board members) on Pay (performance criteria process for the new disclosure) independent members YEARLY REVIEW OF GROUP’S STRATEGY & MID -TERM PLAN MEET WITHOUT EXECUTIVE DIRECTORS DIRECT RELATIONS WITH EXTERNAL ADVISORS & UBISOFT STAFF 13
AGENDA 1. 20 YEARS OF SIGNIFICANT SHAREHOLDERS VALUE CREATION 2. UBISOFT’S BOARD EVOLUTION 3. RESOLUTIONS 14
RESOLUTIONS (1/3) 5 th to 9 th resolutions / Say on Pay Performance criteria disclosed ex-post 10 th and 11 th / Reelection Yves Guillemot & Gérard Guillemot 12 th and 13 rd / Election of new female independent directors 19 th to 21 st / Share capital increase for employee share ownership Max. 1% dilution and max. 15% discount 15
RESOLUTIONS (2/3) 22 nd / Free shares allocation for employees, executive board, top management 1.8% allocated – 0.2% for executive board and top management with share price condition In addition, average 3 years EBIT perf. for executive board Detailed disclosure ex-post 3 years performance conditions + 1 year hold post vesting – 1.6% for employees / 4 years performance conditions + 0 year hold post vesting 23 rd / Free shares allocation for executive corporate officers with share price condition 0.05% allocated – Average 3 years EBIT perf. + share price perf. vs benchmark Detailed disclosure ex-post 3 years perf.conditions + 1 year hold post vesting 24 th / Stock-options allocation for executive corporate officers 0,02% allocated – Average 4 years EBIT perf. + share price perf. vs benchmark Detailed disclosure ex-post 4 years performance conditions 25 th / Capital increase for contributions in kind 16
RESOLUTIONS (3/3) Resolution(s) to be presented potentially during the AGM Issue for vote (mandate – proxy to President – abstention) 17
APPENDICES
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