Ubisoft Entertainment · EURONEXT:UBI
Ubisoft Entertainment — Shareholder Meeting (September 2017)
48 slides from Ubisoft Entertainment's shareholder meeting presentation, Sep 22, 2017
Slide 1: Annual General Meeting Roadshow
ANNUAL GENERAL MEETING ROADSHOW 22nd, September 2017
Slide 2: Agenda
AGENDA 1. EXECUTING AND DELIVERING ON OUR PROMISES 2. OUR BOARD 3. OUR REMUNERATION (REPORT & POLICY) 4. KEY RESOLUTIONS PROPOSED AT 2017 AGM 2
Slide 3: Executing & Delivering on Our Promises
EXECUTING & DELIVERING ON OUR PROMISES FY19 1. A STRONG PORTFOLIO OF FRANCHISES: ON TRACK TARGETS 2. A BIGGER DIGITAL FOOTPRINT: OUTPERFORMANCE 3
Slide 4: A Strong Portfolio of Franchises - On Track
A STRONG PORTFOLIO OF FRANCHISES - ON TRACK INDUSTRY’S BIGGEST SEGMENTS* 2011 5 years later RAINBOW SIX FOR HONOR MULTIPLAYER GHOST RECON CENTRIC THE CREW THE DIVISION ASSASSIN’S CREED WATCH DOGS THE DIVISION OPEN WORLDS ASSASSIN’S CREED GHOST RECON THE CREW FAR CRY ASSASSIN’S CREED ACTION ADVENTURE
Slide 5: A Bigger Digital Footprint - Outperformance
A BIGGER DIGITAL FOOTPRINT - OUTPERFORMANCE FY19 DIGITAL INITIAL TARGET OF 45% BEATEN 2 YEARS IN ADVANCE 5
Slide 6: FY19: Significantly Less Exposed to New Releases
FY19: SIGNIFICANTLY LESS EXPOSED TO NEW RELEASES NEW ASSUMPTIONS REFLECT A MORE RECURRING & PROFITABLE MODEL = more development time for 3 of our games 4 AAA vs 5 prev. 3 established franchises + 1 new IP ~ 28 M units vs 40 M prev. FY19 DIGITAL: > 55% of total revenues, vs 45% prev. PLAYER RECURRING
Slide 7: FY19: Significantly Less Exposed to New Releases
FY19: SIGNIFICANTLY LESS EXPOSED TO NEW RELEASES REVENUES: ~ 2.1 B€ ( vs 2.2 B€) NON-IFRS OPERATING INCOME: ~ 440 M€ confirmed FY19 21% MARGIN (vs. 20%) FREE CASH FLOW: ~ 300 M€ confirmed 7
Slide 8: A Proven Track Record - Massive Potential Ahead
A PROVEN TRACK RECORD - MASSIVE POTENTIAL AHEAD TOTAL SHAREHOLDER RETURN* Since IPO 5-year 2-year 1-year UBISOFT +2,826% +825% +235% +57% NASDAQ +426% +118% +37% +21% CAC40 Net Return +302% +67% +16% +20% Euro Stoxx Media Supersector Return +99% +81% 2% +6% Source: FactSet as of August 22, 2017 * In
Slide 9: Agenda
AGENDA 1. EXECUTING AND DELIVERING ON OUR PROMISES 2. OUR BOARD 3. OUR REMUNERATION (REPORT & POLICY) 4. KEY RESOLUTIONS PROPOSED AT 2017 AGM 9
Slide 10: Our Board: Current Composition
OUR BOARD: CURRENT COMPOSITION Dider Crespel Yves Guillemot Independent Claude Guillemot President of Crespel & Associates Chairman and Chief Executive Officer Deputy Managing Lead Independent Director Director Audit Committee Chairperson Pascale Mounier Nomination & Compensation Michel Guillemot In
Slide 11: Our Board: What They Bring to Shareholders
OUR BOARD: WHAT THEY BRING TO SHAREHOLDERS 31 x 5 YEARS OF KNOWLEDGE OF THE VIDEOGAME INDUSTRY They have built: Top 5 worldwide videogame publisher X29 share price in 21 years A unique DNA centered around brand ownership Strong focus on costs and efficiency : 2/3 of production in competitive
Slide 12: Our Board: What They Bring to Shareholders
OUR BOARD: WHAT THEY BRING TO SHAREHOLDERS Independant members are in charge of nomination, compensation and audit committees Audit Committee Didier Crespel President Laurence Hubert-Moy Member Nomination & Compensation Committee Laurence Hubert-Moy President Didier Crespel Member 12
Slide 13: Our Board: Accelerating Independence
OUR BOARD: ACCELERATING INDEPENDENCE FIRST INDEPENDANT BOARD MEMBER in 2006 + 3 in 2013 & + 2 in 2016 (independence at 50%) 2 NEW PROPOSED in 2017, bringing INDEPENDANCE ABOVE 50% (non renewal Pascale Mounier) Corinne Fernandez- Virginie Haas Handelsman 30 years experience & knowledge of > 15 years’
Slide 14: Our Board
OUR BOARD Main topics covered by the Board in 2016-17 (non-exhaustive list) – External evaluation of the Board (Spencer Stuart) and management (Extel) – Discussion on the Group’s strategy – Review and approval of the parent company and consolidated financial statements for the year ended 31 March 20
Slide 15: Our Board: Audit Committee Key Milestones
OUR BOARD Audit Committee: key milestones 2016-17 – Analysis of Ubisoft’s annual results – Risk management and internal oversight – Auditors: internal, external (budgets, other mandates) – Other topics: EU auditor reform; analysis of cash flow generation from cinema business 15
Slide 16: Our Board: Nomination & Compensation Committee (1/2)
OUR BOARD Nomination & Compensation Committee: Key milestones 2016-17 (1/2) – Nominations • Successful induction program for newly elected directors • Deliberation on the size, composition and skill-set needed for the board • Design and implement executive search for additional independent directors
Slide 17: Our Board: Nomination & Compensation Committee (2/2)
OUR BOARD Nomination & Compensation Committee: Key milestones 2016/17 (2/2) – Compensation: • Review remuneration structures (CEO & General Managers) • Determine the annual remuneration (CEO) • Define the executives’ remuneration policy for 2017/18 in relation to the Sapin II law and approve its rem
Slide 18: Our Board: Other Topics Discussed
OUR BOARD Other topics discussed – Re-election and Nomination of Directors: • Renewal of mandate of : Didier Crespel, Christian Guillemot, Claude Guillemot, Michel Guillemot, Pascale Mounier and Laurence Hubert-Moy • Nomination of two new directors • Staggering of duration of directors’ terms 18
Slide 19: Agenda
AGENDA 1. EXECUTING AND DELIVERING ON OUR PROMISES 2. OUR BOARD 3. OUR REMUNERATION (REPORT & POLICY) 4. KEY RESOLUTIONS PROPOSED AT 2017 AGM 19
Slide 20: Remuneration
REMUNERATION Remuneration Report (Say-on-Pay 2016-17) for corporate officers Advisory vote on the report related to the compensation due or awarded for the year ended 31 March 2017 ANNUAL BONUS Financial criteria Yves Guillemot Fixed Salary 515 004 €* Maximum Annual Bonus 515 004 € Performance share
Slide 21: Remuneration
REMUNERATION Remuneration Report (Say-on-Pay 2016-17) for corporate officers Advisory vote on the report related to the compensation due or awarded for the year ended 31 March 2017 ATTRIBUTION OF 394 PERFORMANCE SHARES Yves Guillemot Internal performance criteria Fixed Salary 515 004 €* Achievement
Slide 22: Remuneration
REMUNERATION Remuneration Report (Say-on-Pay 2016-17) for corporate officers Advisory vote on the report related to the compensation due or awarded for the year ended 31 March 2017 General Manager Fixed Salary Stock Options Attendance Fees * Unchanged since 06/01/2008 ** Unchanged since 02/01/2011 *
Slide 23: Remuneration
REMUNERATION Remuneration Report (Say-on-Pay 2016-17) for corporate officers Advisory vote on the report related to the compensation due or awarded for the year ended 31 March 2017 Yves Guillemot Claude Guillemot Michel Guillemot Gérard Guillemot Christian Guillemot Deferred variable No No No No No
Slide 24: Remuneration Policy 2017-18: Yves Guillemot
REMUNERATION Remuneration Policy 2017-18 vote (ex-ante) YVES GUILLEMOT Fixed Salary Remunerations based on performance conditions Annual Fixed Salary* Yearly Bonus** Long term - Average EBIT (50%) + Total Shareholder Return vs Annual performance conditions According to Nasdaq Index*** (50%); and (Sa
Slide 25: Remuneration Policy 2017-18: Market Positioning
REMUNERATION Remuneration Policy 2017-18 vote (ex-ante) YVES GUILLEMOT Here-below is the market positioning of the cash compensation 25
Slide 26: Remuneration Policy 2017-18: General Managers
REMUNERATION Remuneration Policy 2017-18 vote (ex-ante) GENERAL MANAGERS Fixed Salary Remunerations based on performance conditions Annual Fixed Salary* Long term - Average EBIT + Total Shareholder Return vs Nasdaq Index (to determine the According to responsability level and number of acquired righ
Slide 27: Remuneration Policy 2017-18: Other Remunerations
REMUNERATION Remuneration Policy 2017-18 vote (ex-ante): Other remunerations Yves Guillemot Claude Guillemot Michel Guillemot Gérard Guillemot Christian Guillemot Deferred variable No No No No No remuneration Multiyear No No No No No remuneration Exceptionnal No No No No No remuneration Remuneration
Slide 28: Agenda
AGENDA 1. EXECUTING AND DELIVERING ON OUR PROMISES 2. OUR BOARD 3. OUR REMUNERATION (REPORT & POLICY) 4. KEY RESOLUTIONS PROPOSED AT 2017 AGM 28
Slide 29: Key Resolutions
KEY RESOLUTIONS Key agenda items for the 2017 AGM: Re-election and nominations of Directors Advisory vote on the remuneration report of corporate officers for 2016 (« say on pay ») Ex-ante and binding vote on the remuneration policy of corporate officers for 2017 (« Sapin II » law) Financial authori
Slide 30: Key Resolutions: Financial Authorisations
KEY RESOLUTIONS Financial authorisations In line with market practices 30
Slide 31: Key Resolutions: Employee Ownership and Free Shares
KEY RESOLUTIONS Resolutions 28 to 30 Share capital increase for employee ownership Max. 1,5% dilution and max. 15% discount Employee ownership 3.5% as of July 31st (only includes collective funds managed via Ubisoft) Resolutions 31 to 32 Free shares allocation for employees, group executive committe
Slide 32: Burn Rate
BURN RATE Ubisoft burn rate : 1.84% Ubisoft’s peers (EA, ATVI, TTWO) burn rates : – EA: 3-y average 2.04%* (FY16) – T2: 3-y average 4.96%* (FY16) – Activision: 3y-average 2.07%* (FY16) * unadjusted 32
Slide 33: Appendices
APPENDICES © UBISOFT
Slide 34: Our Board: Meetings and Attendance
OUR BOARD HOW OFTEN DO COMMITTEES/BOARD MEET Compensation Audit Nomination Nomination & Board Committee Committee Committee Compensation Committee FY2015 9 5 4 1 NS (implemented 5/02/13) FY2016 12 7 4 3 NS FY2017 19 4 4 2 4 ATTENDANCE Committees Compensation Audit Appointments Nomination & Committee
Slide 35: Didier Crespel
Didier Crespel Lead Independent Director Audit Committee Chairperson Nomination and Compensation 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 special
Slide 36: Frédérique Dame
Frédérique Dame Independent Director At Ubisoft, Frédérique Dame can draw upon her 15 years of experience at some of the world’s most innovative and cutting-edge companies, such as Uber, which she joined in its very beginnings. Today, Frédérique Dame is an angel investor in Silicon Valley. Throughou
Slide 37: Christian Guillemot
Christian Guillemot Executive Vice President, Administration Christian Guillemot is the President and CEO of Advanced Mobile Applications (AMA). Christian co-founded AMA in 2004, which has grown to become a leading developer and publisher of lifestyle games and applications for smartphones, tablets,
Slide 38: Claude Guillemot
Claude Guillemot Executive Vice President, Operations Claude Guillemot is the President and CEO of Guillemot Corporation, which specializes in devices and accessories for PC, mobile and consoles. Since 1997, Claude led Guillemot Corporation’s expansion with R&D centers in Europe and North America as
Slide 39: Gérard Guillemot
Gérard Guillemot Executive Vice President, Publishing Gérard Guillemot is the President and CEO of Longtail Studios, which he founded in 2003. Longtail Studios develops console games for a family-oriented audience. In 2000, Gérard founded the game developer Gameloft, whose initial focus was to opera
Slide 40: Michel Guillemot
Michel Guillemot Executive Vice President, Development Strategy and Finance Michel Guillemot was CEO of Gameloft, a company focused on game development for mobile, smart TV and social networks. Under his management from 2001 to 2016, Gameloft saw extensive growth and became one of the biggest mobile
Slide 41: Yves Guillemot
Yves Guillemot Co-Founder, Chairman and CEO Fresh out of business school, Yves Guillemot and his brothers embarked on an adventure in the nascent video game industry and founded Ubisoft in 1986. Early on, Yves understood that creating original content in- house and growing proprietary brands would b
Slide 42: Laurence Hubert-Moy
Laurence Hubert-Moy Independent Director Nomination and Compensation Committee Chairperson Audit Committee member Laurence Hubert-Moy is a Professor and the Co-Director of the Spatial Sciences Observatory for the University of Rennes. Since 2013, she has been President of the prestigious TOSCA Commi
Slide 43: Pascale Mounier
Pascale Mounier Independent Director Pascale Mounier has over 30 years of experience in senior management and currently practices on all continents, with both France and Canada as home base. She is the President of Newton-ca, a consulting firm she founded in 2010 that specializes in accompanying mul
Slide 44: Florence Naviner
Florence Naviner Independent Director Florence Naviner is currently Chief Financial Officer and Senior Vice President of Wrigley, a multinational company and subsidiary of Mars, Incorporated. Florence Naviner joined Mars in 1992 and brings to Ubisoft more than 30 years of experience in different fin
Slide 45: Corinne Fernandez-Handelsman
Corinne Fernandez-Handelsman Independent Director Candidate Corinne Fernandez-Handelsman is currently a Partner at Progress, specialising in senior executive recruitment. Progress is a member of IIC Partners’ international network, which brings together independent, market-leading recruitment agenci
Slide 46: Virginie Haas
Virginie Haas Independent Director Candidate Virginie Haas brings nearly 30 years’ experience in new technologies and IT services to Ubisoft. Haas spent the majority of her career at IBM, where she held various management positions. In 2006, she joined the Steering Committee of IBM France as Directo
Slide 47: Ubisoft in a Nutshell
UBISOFT IN A NUTSHELL Founded by the brothers years ago Among the independent publishers of of revenue generated videogames in the US & outside France (FY17) Europe UBISOFT, A UNIQUE CREATOR OF ENTERTAINMENT CONTENT largest in-house development staff in the world Over registered players worldwide (o
Slide 48: Disclaimer
D I S C L A I M E R This statement may contain estimated financial data, information on future projects and transactions and future business results/performance. Such forward-looking data are provided for estimation purposes only. They are subject to market risks and uncertainties and may vary signi
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