Published by Ubisoft, EverQuest (430,000 subscribers Ubisoft has always believed in the multiplayer mode, and the Group now enjoys a significant lead in this domain. Tom Clancys Ghost Recon was one of the best-selling titles on Xbox Live and one of the mostplayed games on the official Xbox Live site in 2002. Over half of all Ubisoft games currently under development have online functionalities. Players are eagerly awaiting, for example, the online features of two new episodes Tom Clancys Ghost Recon: Island Thunder and Tom Clancys Splinter Cell: Pandora Tomorrow on Xbox and PlayStation2 to be released in fiscal 2003/04. 15
around the world), Shadowbane (over 120,000 units sold and 50,000 subscribers) and Matrix Online (launch planned for summer 2004) represent the major headway the group has made in this new, highly promising market segment. Indeed, Matrix Online received the prize for the most innovative game at the Eworld video game exhibition.
Ubisoft in a dynamic market
Rayman 3s simultaneously epic and funny story takes place in unique, enchanting worlds populated by wacky, off-the-wall characters. Its an invitation to travel into an adventure that grabs the player and doesnt let go!
Ahmed Boukhelifa, Project Manager Rayman 3 (Montreuil)

Rayman 3:

Hoodlum Havoc

A coming of age

He may not have any arms or legs, but hes full of laughs! Eight years after his creation, Rayman has won over more than 14 million players. The third installment of the series, an adventure that comes closer than ever to a cartoon without sacrificing playability, has been acclaimed by the trade press.

UBISOFT: Talented

creators
The creative talent of its production teams is the key to Ubisofts success.
Ubisofts teams are the key to the companys prosperity. Its thanks to their skill and passion that Ubisofts games are so successful. Ubisoft has chosen to build a development team of more than 1,300 talented people located in 12 studios. The second largest production force in the world, it is backed by a marketing and sales force of 700 people.

combining

skill with passion
Scriptwriters, graphic artists, sound designers, game designers, IT specialists, animators, data managers, testers these creative, passionate professionals are at the cutting edge of technology. They have one goal: to provide players with new sensations. They do this by continually building on their expertise and optimizing their understanding of technology. In order to offer exceptional games, they also work closely with a department dedicated to tracking the industry and player expectations. This department analyzes and assimilates trends in the video game industry as well as in the film and music industries.

Ubisoft's 10 largest customers account for 33.5% of the Group's pre-tax sales. Dependence on manufacturers: Ubisoft, like all publishers of console games, purchases game cartridges and media from console manufacturers. Procurement, therefore, is dependent on production of the media. For PC games, there is no specific dependence.
Risks related to the departure of key personnel
The company is organized today in such a way as to minimize risks related to the departure or extended unavailability of key employees or managers. A program for safeguarding and sharing know-how, for example, is currently being implemented at the company with a view to disseminating and circulating knowledge within the company. Moreover, the human resources policy, which is applicable to the entire Group, is founded on its ability to attract, train, retain and motivate employees having strong technical and managerial skills.
Risks relating to future acquisitions and integration of the companies acquired
The company may undertake transactions in view of external growth in the medium and/or long term. The company's strong balance sheet and the level of available capital (resulting from a bond issue in the amount of 128 million and a syndicated loan for 98 million) should minimize the risks related to these transactions. These risks, however, could result in: dilution of existing shares, the creation of significant long-term debt, possible losses, the creation of provisions linked to the need to record goodwill or other intangible assets, or even a negative impact on profitability. Moreover, the possible loss of key staff of the target company must be considered in the risks related to mergers and acquisitions. Such a loss could have a negative effect on the sales of the acquired company, its earnings and/or its financial situation. Ubisoft has nonetheless always demonstrated a high level of proficiency in the integration of acquisitions.
Risks related to liquidity problems and exchange rate volatility
In recent months, the Euronext market has experienced considerable price and volume variations that have significantly affected the market price of shares of a large number of listed companies. At times, these fluctuations have had nothing to do with the companies' operating performances. Investors are advised that these market fluctuations may have an effect on the company's stock price.

1.6.6 Commitments

The Group's management has made no firm commitments on future investments.
Prince of Persia The Sands of Time is chosen as best action/adventure game on PlayStation2 by the representatives of E3 2003. In total, Ubisoft received seven awards and 17 nominations Tom Clancys Splinter Cell on PlayStation2 is the top-selling game in the United States (source: NPD)

1.6.7 Insurance

The company does not carry business interruption coverage. Types of insurance carried by the Group:

q q q q q

July 2003
First-quarter sales for fiscal year 2003/04 total 66 million, up 107% Signing of three exclusive territory agreements in 2003: - Prince of Persia The Sands of Time on PlayStation2 in Europe and Australia - Beyond Good and Evil on PlayStation2 in Europe and Australia - Tom Clancys Rainbow Six3 on XboxTM in Europe and the United States
Comprehensive Third-party liability Automobile for apartments rented to employees on temporary assignment
Since April 1, 2002, we have insured our French inventories directly. With the exception of third-party liability insurance, which concerns all employees in the EMEA zone, insurance policies are managed in each of the countries.

1.7 Recent Developments

April 2003
1.8 Outlook and Strategy for 2003
1.8.1 Sector Outlook and Competitive Environment
2002 was characterized by an upsurge in 128-bit consoles. Each of the three consoles performed differently: PlayStation2 from Sony strengthened its leadership position with a very significant installed base of 27.5 million units (in Europe and the United States). Xbox marked the year by coming in second place, with an installed base of 6 million units (in Europe and the United States). It has now moved ahead of Game Cube (with an installed base of 4.8 million units in Europe and the United States). Moreover, online consoles are now a reality. Connection kits have been available for Sony and Microsoft consoles since the end of 2002. This new option marks a real technological step forward that allows gamers to join together for joint games and to communicate orally in real time. With online functionality for consoles, video games have taken on a whole new dimension. This phenomenon is unquestionably a factor propelling the industry's growth. For the year 2003, Ubisoft anticipates growth of 15% in the game software market, supported by:
Ubisoft announces that Tom Clancys Splinter Cell for PlayStation2 is the best-selling game in Germany, France and Great Britain Ubisoft presents seven high-potential titles at E3 2003, the international video game trade show: Beyond Good and Evil, Far Cry, Prince of Persia The Sands of Time, Tom Clancys Rainbow Six3, Uru: Ages Beyond Myst, XIII and Tom Clancys Ghost Recon: Island Thunder Allotment free of charge of stock purchase warrants (SPW) on the basis of one SPW offered for one Ubisoft share

May 2003

Signing of a co-publishing agreement with Warner Bros studios for the launch of Matrix Online in the summer of 2004 IGN.com bestows awards on the Ubisoft games presented at E3: Four awards for Prince of Persia The Sands of Time including the award for the best game on PlayStation2; five nominations for Beyond Good and Evil, and Matrix Online is voted the most innovative game

June 2003

Signing of a publishing agreement with Sony Online Entertainment for EverQuest II and Lords of EverQuest in Europe
a new drop in prices of approximately 25% on average for 128-bit consoles, which should result in an increase in the installed base for these consoles on the order of 67 million units by the end of the year;
a volume effect related to the expansion of the installed base of 128-bit consoles and portable consoles (supported by the launch of GBA SP in early 2003). With regard to publishers, the trend toward consolidation that began approximately 10 years ago, most notably in the form of merger-acquisitions with the likes of Broderbund, Sierra, Cendant, GT Interactive, TLC, Time-Warner Interactive and BMG Interactive, continued in 2002. The focus, however, was on the acquisition of studios by publishers (Rare Software was acquired by Microsoft, Z-Axis Ltd. and Luxoflux Corporation were acquired by Activision, ValuSoft, Inc. and Rainbow Multimedia Group, Inc by THQ, etc.). These transactions also resulted in the disappearance of some market participants, primarily the smaller developers, though publishers such as Cryo Interactive and 3DO were also affected. Furthermore, certain publishers are experiencing difficult financial situations or having difficulty financing the investments required for their development. As a result, only a small group of market players has been able to maintain a high level of quality and innovation: Activision, Electronic Arts, Take Two, THQ, Atari and Ubisoft. Despite this, the market remains highly fragmented. In the United States, the top 10 publishers (non-manufacturers) control only 62% of the market. This trend toward consolidation is expected to continue in the sector in the years ahead.
Uru: Ages Beyond MYST: this is the fourth episode of this standard-setting adventure game. It will be enriched with online content. Beyond Good and Evil: the new action-adventure game from the creator of Rayman. Far Cry: a game of remarkable precision built on a futuregeneration engine that pushes the limits of action games. Tom Clancys Ghost Recon: Island Thunder; the American elite unit, The Ghosts, is back and ready for action. The game will offer 12 maps designed for multiplayer mode on XboxTM Live.
The sales target for these eight major products is more than 10 million units in 2003/2004. With Prince of Persia The Sands of Time and Beyond Good and Evil, Ubisoft intends to establish itself as a leader in the vast action/adventure game segment. Furthermore, with Far Cry and XIII, Ubisoft is aiming at a significant breakthrough in the FPS segment (First-Person Shooter). In 2003/04, with 65 new products and a particularly well-rounded baseline catalog, the Group foresees organic growth at constant exchange rates on the order of 17% to 22%. Operating income is projected to be between 42 and 48 million according to French accounting standards, and between 45 and 51 million according to US GAAP pro forma. Before exceptional items, net income (before depreciation of goodwill and business assets) is projected to be between 19 and 23 million according to French accounting standards and between 21 and 25 million according to the US GAAP pro forma standard. Finally, the Group should generate net free cash flow of between 40 million and 50 million for the fiscal year.

5,437 268,954 30,304,702 299,237 81,032 89,283 469,946 775,476

XII XIII

of the consolidated parent company including net earnings for fiscal year (3) including investment grants (4) payable at less than one year: payable at more than one year:

4,105,673 193,721

7,38,015 190,882

3,131,928 41,504

(3,327) 173 131,928 41,504
* including net tangible assets financed through leasing: K 1,475 ** including advances to related companies not fully or proportionately consolidated on March 31, 2003: K 111
Accounts on March 31, 2003
2.1.2 Consolidated income statement on March 31, 2003
Notes K 03.31.03 K 03.31.02 K 03.31.01 Pro Forma K 03.31.01
Sales Other operating income Costs of sales Wages and social security costs Other operating expenses Tax and duty Depreciation and provisions Operating income Financial expenses and income * Earnings before taxes, goodwill amortization and extraordinary items Extraordinary income/expense Corporate tax Net earnings of consolidated companies (before goodwill amortization) Share of earnings of equity affiliates Goodwill amortization Total net earnings of consolidated company Minority interests Net earnings (Group share)
452,952 86,955 (175,637) (99,221)
368,961 93,346 (151,941) (93,012) (116,200) (3,477) (66,715) 30,962 (10,560)
259,815 72,169 (115,528) (72,950) (91,425) (3,181) (40,968) 7,932 (3,140)
283,646 86,916 (122,831) (81,119) (117,508) (3,325) (43,806) 1,973 (3,489)

(143,331) (3,561)

(81,100) 37,057

(12,540)

24,517 VI VII (6,853) (7,298)

20,402 2,177 (9,216)

4,792 (64) 302

(1,516) (91) 1,013

10,(5,512) 4,4,854

13,(5,410) 7,7,953

5,(1,379) 3,3,619
(594) (2,698) (3,292) 36 (3,328)
Net earnings per share Fully diluted net earnings per share (calculated according to notice 27 of the OEC)
Earnings before amortization of goodwill after corporate tax per share Earnings before amortization of goodwill after corporate tax per fully diluted share (calculated according to notice 27 of the OEC)
N.B.: Pro forma accounts Since no third-party companies were acquired during fiscal year 2002/2003, no pro forma accounts were drawn up. The pro forma accounts for FY 2000/2001 included earnings from subsidiaries acquired during the fiscal year in the period from April 2000 to March 31, 2001, and were prepared in accordance with the Group's accounting principles. This applies to Red Storm Entertainment, Ubi Soft Edutainment SA, Ludimedia SA, Ludi Factory SARL, 3D Planet SpA, Blue Byte Software Inc, Blue Byte Software LTD, and Blue Byte Software GmbH&Co. KG. These 2000/2001 pro forma accounts do not reflect the change in the method of amortizing business assets that took effect March 31, 2002.

On 03.31.02 Depreciation 768 2,4,959
Appropriation Adjustment difference 703 1,3,448 -
On 03.31.03 Depreciation 1,471 4,8,407
Ubi Studios SAS Ubi Pictures SARL Ubi Soft Inc Ubi Soft Entertainment Ltd Ubi Soft Entertainment GmbH Ubi Soft Holdings Inc Sinister Games Inc. 3D Planet SPA Blue Byte Software Ltd Blue Byte Software GmbH CO.KG Blue Byte Software Inc Red Storm Entertainment Ubi Soft Canada Inc TOTAL
Goodwill is amortized over 20 years.

b. Business assets

Business assets break down as follows as of March 31, 2003:

Business assets

On 03.31.02 Gross 11,342 16,309 6,810 1,556 1,1,524 2,028 41,222

Increase -

Decrease -
Adjustment difference 543* (543)* 11 11
On 03.31.03 Gross 11,885 15,766 6,810 1,556 1,1,524 2,028 41,233
France United States Germany Belgium Netherlands Austria Switzerland Canada TOTAL
*The adjustment of K 543 is related to an incorrect allocation of acquisition costs on March 31, 2002.
On 03.31.02 Depreciation 2,021

Increase 2,064

difference -
On 03.31.03 Depreciation 1,188 1,202 4,085
Business assets are amortized over 20 years using the straight-line method.
c. Trademarks and patents
Trademarks and patents break down as follows:
On 03.31.02 Gross Trademarks and patents Total 10,369 10,369 Increase Decrease On 03.31.03 Gross 10,701 10,701

3,533 3,533

3,201 3,201
On 03.31.02 Depreciation Trademarks and patents Total 144 144

Increase

Decrease
On 03.31.03 Depreciation 171 171

II. Intangible assets

Software breaks down as follows as of March 31, 2003:
Intangible assets On 03.31.02 Gross 158,249 14,594 80,440 14,797 5,827 2,276,325 Adjustment Change in difference consolidation 2,007 (1,961) (69) (23) 34(5) 34 On 03.31.03 Gross 182,602 23,108 70,526 9,718 1,479 10,836 2,301,025
Increase 143,531(1) 15,233(2) 70,469(3) 3,376(4) 1,479 3,715 2,395 240,198
Decrease 119,178 6,719 80,383 8,215,509
Released software programs* External developments Software programs in progress Software tools Localization software Office software Other intangible assets in progress Others TOTAL
(1) including K 73,053 for account to account reclassification (2) including K 5,250 for account to account reclassification (3) including K 70,469 for account to account reclassification (4) including K 2,080 for account to account reclassification (5) due to Ubi Romania This gives a net increase from mergers and account to account reclassification of K 89,346. *Software that has been released or is in production also includes 1.1 million in external developments.
Reclassifications are from account 232 (intangible assets in progress) to accounts 208.
released software programs: software developed in-house and marketed; external developments: software developed in collaboration with third parties and marketed software programs in progress: in-house and external developments not yet released on the market. The increase represents software in progress as of March 31, 2003; software tools: these consist of a set of complex development programs that are used for a number of products.

Depreciation On 03.31.02 Cumulative 96,685 3,568 8,765 3,113,022 Adjustment Change in difference consolidation (240) 441 (202) (6) (5) (12) 32(1) 32 On 03.31.03 Cumulative 105,305 8,224 5,5,125,198
Increase 63,482 4,415 4,2,74,190

Decrease 54,6,24 62,034

Released software programs External developments Software tools Localization software Office software Others TOTAL

(1) due to Ubi Romania

All software currently being marketed is amortized over a maximum of 3 years.
III. Tangible fixed assets
Tangible fixed assets break down as follows:
On 03.31.02 Gross 5,897 22,5,34,284 Adjustment difference 143 (26) (31) (95) (8) (17) Change in consolidation 21 (173) (252) 46 (358) (1) Exchange rate adjustment (2) (264) (2,444) (17) (158) (2,885) On 03.31.03 Gross 19 6,527 23,150 6,37,334
Tangible assets Buildings Plant & machinery Computer equipment and furniture Development kits Transport equipment Leased computer hardware Fixed assets in progress TOTAL
Increase 1,328 5,151 7,937

Decrease 404 1,28 1,627

(1) due to Ubi Studios Ltd, Ubi Voices, Ubi Romania, Ubi Switzerland
Tangible assets Plant & machinery Computer equipment and furniture Development kits Transport equipment Leased computer hardware TOTAL
On 03.31.02 Cumulative 2,014 14,4,237 20,931

Increase 698 4,5,863

Decrease 253 1,14 1,306
Adjustment difference 81 (28) (31) (51) (29)
Change in consolidation (180) (337) 4
Exchange rate adjustment (75) (1,596) (9) (31)
On 03.31.03 Cumulative 2,285 15,54 5,041 23,235

(513) (1)

(1,711)

IV. Financial assets

On 03.31.02 Gross 11,10,991 1,240 23,3,427 Change in consolidation (652) Exchange rate adjustment On 03.31.03 Gross 10,10,13,(649) (80) (80) 1,233 12,231
Immobilisations Non-consolidated companies Other fixed investments Loans Deposits and guarantees TOTAL

Increase 3,084 3

Decrease 2,665
With effect from April 1, 2002, Ubisoft Entertainment has sold its minority holdings in Financire Yaccom, Ludopia Interactive and Students-Life.com. These holdings were transferred to the Guillemot Brothers holding company on the basis of their original purchase price, in exchange for shares in Gameloft.com SA. This explains most of the increases and decreases in non-consolidated securities.
On 03.31.02 Cumulative 453 2,510 2,47 Change in Decrease consolidation 576 (225) (225) On 03.31.03 Cumulative 2,209 2,209

XIV. Sundry creditors and accrued expenses
Sundry creditors and accrued expenses break down as follows:
03.31.03 Social security liabilities Deferred tax liabilities Other tax debts Other debts Deferred income TOTAL 9,286 5,829 31,613 36,833 5,722 89,283 03.31.02 9,293 5,162 15,656 19,539 5,229 54,879
* Credits to be issued and credit balances for accounts receivable
The increase in other tax debts is primarily related to VAT for March 2003.
XV. Miscellaneous information
Geographic breakdown of assets:
ASSETS France Germany UK Rest of Europe United States Canada 7,8,516 5,41,109 2,328 5,507 54,227 62,743 74,476 9,763 4,89,108 10,61,396 16,311 12,252 100,902 190,010 ROW 03.31.03 TOTAL 108,200 175,827 14,099 10,022 308,148 38,148 48,303 153,304 105,457 24,211 97,905 467,328 775,476
Goodwill, business assets, trademarks Intangible assets Tangible assets Financial assets Fixed assets Inventory and work-in-progress Advances and installments paid Trade receivables Other receivables, accruals and deferrals Investment securities Cash Current assets Total Assets
12,657 165,371 5,795 9,326 193,149 16,064 48,041 5,670 81,976 24,211 75,342 251,304 444,453
13,13,769 2,057 9,669 2,15,060 28,829
3,387 28,1,380 33,593 34,007
429 2,3,70 6,854 2,162 2,550 12,242 15,434
Breakdown of assets by activity: In light of the Group's organizational structure and the commercial links between the various subsidiaries, it is not possible to distinguish between activities.
2.1.4.4 Explanatory Notes on the Income Statement I. Sales
The breakdown of the sales of subsidiaries for each geographic area is as follows:
03.31.03 % 10% 13% 3% 5% 15% 10% 40% 4% 100% 03.31.02 % 12% 11% 4% 4% 19% 8% 37% 5% 100%
K Germany UK Scandinavia Italy France Rest of Europe USA/Canada Rest of the world TOTAL 45,343 57,424 15,332 20,920 68,351 46,447 183,352 15,783 452,952
K 43,891 41,460 13,230 16,030 67,970 29,770 137,960 18,650 368,961
Sales at constant exchange rates would have been K 479,142 as of March 31, 2003. Breakdown of sales by activity:
03.31.03 % 5% 77% 18% 100% 03.31.02 % 5% 72% 23% 100%
K Distribution Development Publishing TOTAL 22,648 348,773 81,531 452,952
K 18,448 265,652 84,861 368,961
II. Other operating income
Other operating income breaks down as follows
03.31.03 Capitalized software production costs Other capitalized production costs Production subsidies Write-back of provisions Transfer of expenses Other income TOTAL 72,6,917 2,296 2,901 1,862 86,955 03.31.02

III. Other operating expenses
Other operating expenses break down as follows:
03.31.03 Other external expenses 77,001 Other expenses TOTAL 6,633 2,6,651 93,346 143,331 116,200 1,543 1,493 141,788 03.31.02 114,707
Other external expenses consisted mainly of advertising expenses, royalties, and rental of fixed assets and movables.
IV. Depreciation and provisions
Depreciation and provisions break down as follows:
03.31.03 Depreciation of intangible fixed assets Depreciation of tangible fixed assets Provision for charges to be spread over several fiscal years Provisions for trade receivables Provisions for inventories Provisions for risks and charges TOTAL 72,861 5,308 81,100
03.31.02 57,987 5,1,290 66,715
V. Net financial income/expense
Net financial income/expense breaks down as follows:
03.31.03 Exchange rate conversion differences Interest on debt and advances and revenue from sale of investment securities Net depreciation * Total net financial income/expense (1,246) (9,030) (2,264) (12,540)
03.31.02 1,283 (9,609) (2,234) (10,560)
* including depreciation of bond redemption premiums in the amount of 1.6 million and depreciation of bond issue expenses in the amount of 1.4 million.
11.4 million in financial expenses, an 18.7% increase over 2001/02 resulting from focused activity in the second half of FY 2002/03. 1.2 million in foreign exchange losses due to increased activity in North America at the end of the fiscal year, at a time when the dollar was at its lowest level with respect to the euro.
The exchange rate conversion adjustment, calculated via the historical rate method, amounted to K 449. The total conversion adjustment posted to share capital amounts to K -10,259. This total essentially reflects the fall in dollar between historic rates and the closing rate on March 31, 2003.
Foreign exchange risk In order to limit the Group's foreign exchange risks, Ubisoft Entertainment hedges exchange rate fluctuations in several ways:

Deferred depreciation during a loss-making period (ARD) and recognized and non-recognized losses:
In K Ubi Soft Entertainment SA Ludimedia SA Ubi.com SA Ubi.com Inc. Gamebusters GesmbH Blue Byte Inc Red Storm Ubi Soft France SA Others Total Deferred depreciation recognized Deferred depreciation not recognized 9,1,348 1,1,2,17,81 1,002 TOTAL 9,648 1,302 1,348 1,1,2,18,256
Amount of deferred tax assets not posted as of March 31, 2003:
Ludimedia SA : K 921 Ubi Music Inc : K 81
VIII. Miscellaneous information
1. Breakdown of operating income from subsidiaries by geographical region
France Germany UK (*) Rest of United States Europe Canada 82,736 7,453 (13,471) (19,742) (11,244) (11,442) (273) (1,050) (27,384) 5,583 183,352 36,436 (59,530) 54 (34,175) (37,412) (846) (5,743) (56,343) 25,793 ROW 03.31.03 TOTAL 452,952 86,955 (175,637) 0 (99,221) (143,331) (3,561) (81,100) 0 37,057
Sales Other operating income Costs of sales (1) including intercompany funds flow Wages and social security costs Other operating expenses Tax and duty Depreciation and provisions (2) Reinvoiced contributions Operating income
68,351 34,748 (88,716) 54,823 (40,542) (73,321) (1,948) (72,664) 122,530 3,261
45,(6,025) (12,032) (3,010) (8,114) (3) (308) (15,871) 118
57,(5,559) (20,364) (3,159) (7,036) (76) (90) (17,808) 3,462
15,784 8,012 (2,336) (2,739) (7,090) (6,007) (415) (1,245) (5,124) (1,160)
(1) Invoicing of products purchased on behalf of subsidiaries and reinvoiced at their acquisition cost (2) The parent company, as well as Ubi EMEA, invoices a contribution to subsidiaries in the form of royalties which serve to support development costs (depreciation of games, internal and
external development, royalties) and head office costs. (*) The data for Blue Byte LTD have been included in the rest of Europe.
2. Distribution of income by activity
In light of the Group's organizational structure and the commercial links between the various subsidiaries, it is not possible to distinguish between activities.
3. Off-balance sheet commitments
03.31.03 Sureties and guarantees given: Debtor Ubi Soft Divertissements Inc Ubi Soft Entertainment GmbH Ubi Soft Entertainment GmbH Ubi Soft Entertainment SA (France) Ubi Soft Divertissements Inc Ubi Soft SA (Spain) Red Storm Entertainment Inc Ubi EMEA SARL Ubi Soft Inc Ubi Soft Inc Ubi EMEA SARL Ubi EMEA SARL Ubi EMEA SARL Ubi Soft Inc Ubi Soft Inc Ubi Soft Inc Ubi EMEA SARL Collateral for loans Sureties given Foreign exchange hedging Currency CAD GBP USD AUD Type of guarantee Loan repayment guarantee Comfort letter Receivables payment guarantee Guarantee of SPW prices Comfort letter Comfort letter Lease payment guarantee Stand by letter Commitment guarantee Stand by letter Stand by letter Stand by letter Stand by letter Stand by letter Stand by letter Stand by letter Stand by letter 2,494 4,573 10,226 1,836 1,995 1,503 1,070 2,000 2,754 1,799 1,000 7,000 1,372 1,652 1,285 1,285 1,200 None None 73,262 Nature of operation Forward purchase Forward sale Forward sale Forward sale Total Notes receivable discounted 3,736 Amount (K) 1,389 37,589 32,059 2,225 73,262 1,568 Annual negotiation Related to main bank debt 12.31.03 09.28.05 Annual negotiation Related to main bank debt 08.01.07 09.13.03 End of commercial relationship 04.11.03 05.03.03 06.26.03 06.27.03 07.10.03 07.11.03 07.13.03 06.18.03 None None 49,722 Due date 03.31.02 18,897

2 - Agreement approved during the course of prior fiscal periods remaining force during this fiscal year
Pursuant to the decree of March 23, 1967, we have been informed that the following agreement, approved during a previous fiscal period, remained in force during the past fiscal year: Licensing agreement with the Ludimedia company Associates concerned: Mr. Michel, Grard, Claude and Christian Guillemot Nature and purpose: Payment of the sum of 800,012.01 (excl. tax) for the fiscal year ending March 31, 2003 by virtue of the licensing agreement for educational and cultural software. This agreement was authorized at the Board meeting held on December 1, 1998. Rennes and Paris, August 1, 2003 BY THE STATUTORY AUDITORS Andr METAYER COMPAGNIE CONSULAIRE DEXPERTISE COMPTABLE JEAN DELQUIE Benot FLECHON
3.4 Report on Executive Compensation
Article L.225 - 115 - 4 of the French Commercial Code
On the basis of our audit of the accounts for the fiscal year ending March 31, 2003, we hereby certify that the total amount of compensation paid to the five highest-paid executives in the company, amounting to 494,870, is accurate and consistent with the sums recorded in this regard in accounting documents. Rennes and Paris, August 1, 2003 BY THE STATUTORY AUDITORS Andr METAYER COMPAGNIE CONSULAIRE DEXPERTISE COMPTABLE JEAN DELQUIE Benot FLECHON
4.1.1 Company name and registered office
The Extraordinary General Meeting held on March 20, 1996 replaced the previous company name, Ubi Soft S.A., with Ubi Soft Entertainment S.A. The Meeting of the Board of Directors on January 2, 2002 transferred the company's registered office from 61, rue St Hlier in Rennes (35000) to 107, Avenue Henri Frville BP 10704 in Rennes (35207 Cedex 2), France. This decision was ratified by the Combined Ordinary and Extraordinary General Meeting held on September 12, 2002.
the distribution of all kinds of multimedia and audiovisual products, especially through new communication technologies such as networks and online services; the purchase, sale and trading in general, in all forms, including both import and export, through rental or otherwise, of any computer and word-processing hardware with their accessories, as well as any hardware or products for reproducing sound and pictures; the marketing and management of all data processing and word or data processing computer programs; support, assistance and training relating to the abovementioned fields; the investment of the company in any operation that may relate to its objects by creating new companies, subscribing to or purchasing shares or corporate rights, by mergers or by other means,

4.1.2 Legal status

A limited liability company (Socit Anonyme) governed by the French Commercial Code.

and in general any operation related directly or indirectly to the above objects or similar or related purposes likely to promote the growth of the company.
4.1.3 Jurisdiction 4.1.6 Trade and Companies Register
The company is subject to French law. The company is registered in the Trade and Companies Register of Rennes under the number 094. APE code: 921 G
4.1.4 Company founding and expiration dates
The company was incorporated on March 28, 1986 for a term of 99 years, expiring on April 9, 2085, unless it is extended or dissolved at an earlier date.
4.1.7 Place of consultation of legal documents regarding the company
The Articles of Association, financial statements and reports, and minutes of General Meetings may be consulted at the business address or at the registered office.
4.1.5 Business activities of the company (Article 3 of the

Articles of Association)

Ubi Soft Entertainment S.A. has the following business activities in France and abroad, both directly and indirectly:

4.1.8 Accounting period

The 12-month accounting period begins on April 1 and ends on March 31 of each year.
the creation, publishing and distribution of all kinds of multimedia, audiovisual and computer products, especially video games, educational and cultural software, cartoons and literary, cinematographic and televisual works on any media, current or future;

General Information

4.1.9 Statutory distribution of profits
(Article 17 of the Articles of Association)
The income from the financial year, once operating expenses, depreciation and provisions have been deducted, constitutes the earnings. The following items are deducted from the profits for the financial year after deducting losses carried forward from previous years where appropriate: sums to be allocated to reserves in accordance with the law or the Articles of Association and, in particular, at least 5% to make up the legal reserve fund. This allocation is no longer obligatory when said fund reaches an amount equal to one-tenth of the share capital. It is resumed if for any reason the legal reserve falls below this fraction; any amounts which the General Meeting, in response to a proposal by the Board of Directors, deems necessary to allocate to extraordinary or special reserves or to carry forward.
subject to the following conditions:

This document is a free translation of the French Company Report which, in accordance with Regulation 98-01/n95-01 of the Commission des Oprations de Bourse (the French Securities and Exchange Commission) was recorded on September 12, 2003. It may only be used in conjunction with a financial transaction if it is supplemented by a transaction note issued by the Commission des Oprations de Bourse. This Company Report was drawn up by the issuer under the responsibility of the signatories.
Copies of this Company Report are available from Ubi Soft Entertainments commercial offices: 28 rue Armand Carrel, 93108 MONTREUIL-SOUS-BOIS Cedex, FRANCE A joint stock company with capital 5,437,425 divided into 17,540,082 stocks Registered office: 107 avenue Henri Frville, BP 10704, 35207 Rennes Cedex 2 (France). Phone: 33 (0)00 Rennes Companies Register no. 094 - Code NAF: 921 G

AUSTRALIA

Ubi Soft Entertainment Pty Ltd Level 3 ,111-117 Devonshire Street Surry Hills, Sydney NSW 2010 Tel : Fax : 9319 0744

FRANCE

Ubi Soft Entertainment SA 28, rue Armand Carrel Montreuil sous Bois Cedex Tel : Fax : 07 41
Madrid Ubi Soft Entertainment S.A. C/ Playa de Liencres, 2 Edificio Londres pl.1 Complejo Europa Empresarial Ctra N-VI Km.Las Rozas, Madrid Tel : 00 Fax : 52 Barcelona Ubi Studios SL Avenida Ragull nda planta 08190 Sant Cugat del Valls Barcelona Tel : 00 Fax : 53

Germany AUSTRIA

Gamebusters Warenhandels GmbH Hannakstr. 23 A 5023 Salzburg Tel : 440144 Fax : 44014414 Ubi Soft Entertainment GmbH Zimmerstrae Dsseldorf Tel : 0 Fax : 50

ITALY BELGIUM

Ubi Soft Entertainment Chausse de Louvain Brussels Tel : 63 Fax : 35 Buccinasco Ubi Soft SpA Via Enrico Fermi 10/Buccinasco (Milan) Tel : 39 (2) 11 Fax : 39 (2) 37 Milan Ubi Studios Srl Viale Cassala Milan Tel : 39 (2) 1 Fax : 39 (2) 300

SWEDEN

Ubi Soft Entertainment Sweden AB Ekbacksvgen 22 SE - Bromma Tel : (+46) Fax : (+46) 03 43

BRAZIL

Ubi Soft Entertainment Ltda Alameda Lorena, 638 Cep 01424-000 Sao Paulo Tel : 3317 Fax : 3316

SWITZERLAND

Ubi Soft Entertainment SA Ch. d'Entre-Bois 31 Case Postale Lausanne Bellevaux Tel : 68 Fax : 69

Canada

Ubi Soft Divertissements Inc. 5505 Boulevard Saint-Laurent, Suite 5000 Montreal H2T 1S6, Quebec Tel : Fax : 490 0882
Ubi Soft KK Three F Minami Aoyama Bldg, 1F 6-11-1, Minami Aoyama, Minato-ku Tokyo 107-0002 Tel : Fax : 5468 1360

THE NETHERLANDS CHINA

Shanghai Ubi Soft Computer Software Co. Ltd 17 F Times Square 500 Zhangyang Road Pudong 200122 Shanghai Tel : Fax : Hong Kong Ubi Soft Entertainment Ltd Unit A, 26/F, 211 Johnston Road Wan Chai, Hong Kong Tel : (852) Fax : (852) 2886 8152