This reference document was registered with the Autorité

Transcription

This reference document was registered with the Autorité des Marchés Financiers (AMF) on April 29, 2010, pursuant to
Article 212-13 of the AMF General Regulations. This document may be used in support of financial transactions when
accompanied by an information memorandum duly approved by the AMF. This document was prepared by the issuer and
is the responsibility of its signatories. This document is available on the issuer's website (www.guillemot.com). It will be
sent free of charge to anyone submitting a written request to the address listed below.
Joint stock company with capital of €11,523,724.52
414 196 758 R.C.S. Rennes – APE Code 4651Z
Place du Granier – BP 97143 – 35571 CHANTEPIE Cedex (Rennes) – France – Tel.: +33 (0) 2 99 08 08 80
1
CONTENTS
1.
THE GUILLEMOT CORPORATION GROUP ------------------------------------------------------------------6
1.1.
1.2.
HISTORY----------------------------------------------------------------------------------------------------- 6
GUILLEMOT CORPORATION’S ACTIVITIES ----------------------------------------------------------- 10
1.2.1.
1.2.2.
1.2.3.
1.2.4.
1.3.
Hercules: A growth dynamic with added value-generating product lines ---------------------- 11
Thrustmaster: An undeniable leader in the accessories market for hardcore gamers------ 15
A strong international presence, with a concentrated and solid distribution network ------- 19
Product ranges that receive awards worldwide: a decisive advantage------------------------- 20
KEY GROUP FIGURES AND INFORMATION BY SECTOR -------------------------------------------- 22
1.3.1. Key Group figures ------------------------------------------------------------------------------------------- 22
1.3.2. Information by sector --------------------------------------------------------------------------------------- 22
1.4.
THE WORLDWIDE INTERACTIVE MEDIA AND ENTERTAINMENT MARKET------------------------- 24
1.4.1.
1.4.2.
1.4.3.
1.4.4.
1.4.5.
1.4.6.
1.4.7.
1.4.8.
1.4.9.
1.5.
1.6.
1.7.
2.
The digital music and speakers market ---------------------------------------------------------------- 25
The WiFi and PLC market --------------------------------------------------------------------------------- 25
The webcam market ---------------------------------------------------------------------------------------- 26
The PC market ----------------------------------------------------------------------------------------------- 26
The netbook market----------------------------------------------------------------------------------------- 27
The game consoles market ------------------------------------------------------------------------------- 28
The PC and consoles accessories market ------------------------------------------------------------ 32
A dense competitive environment ----------------------------------------------------------------------- 33
A worldwide customer base ------------------------------------------------------------------------------- 33
SALES FORECAST FOR FISCAL 2010 ----------------------------------------------------------------- 34
QUARTERLY FINANCIAL INFORMATION --------------------------------------------------------------- 34
GROUP ORGANIZATIONAL CHART AT APRIL 15, 2010--------------------------------------------- 36
GENERAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL -------------------------- 37
2.1.
GENERAL INFORMATION ABOUT THE ISSUER ------------------------------------------------------- 37
2.1.1.
2.1.2.
2.1.3.
2.1.4.
2.1.5.
2.1.6.
2.1.7.
2.1.8.
2.1.9.
2.1.10.
2.1.11.
2.2.
GENERAL INFORMATION ABOUT THE COMPANY'S CAPITAL --------------------------------------- 39
2.2.1.
2.2.2.
2.2.3.
2.2.4.
2.2.5.
2.2.6.
2.2.7.
2.3.
2.4.
2.5.
Corporate name and commercial name---------------------------------------------------------------- 37
Legal form ----------------------------------------------------------------------------------------------------- 37
Registered office --------------------------------------------------------------------------------------------- 37
Nationality ----------------------------------------------------------------------------------------------------- 37
French business Registry---------------------------------------------------------------------------------- 37
Creation date and duration -------------------------------------------------------------------------------- 37
Incorporating document and bylaws -------------------------------------------------------------------- 37
Liquidating dividends --------------------------------------------------------------------------------------- 39
Change in control -------------------------------------------------------------------------------------------- 39
Identifiable bearer securities ------------------------------------------------------------------------------ 39
Consultation of documents and information regarding the company --------------------------- 39
Capital ---------------------------------------------------------------------------------------------------------- 39
Share buyback program ----------------------------------------------------------------------------------- 41
Delegations of authority and of powers currently valid with respect to capital increases -- 41
Potential capital ---------------------------------------------------------------------------------------------- 42
Bonus shares ------------------------------------------------------------------------------------------------- 44
Shareholder commitments -------------------------------------------------------------------------------- 44
Capital pledges----------------------------------------------------------------------------------------------- 44
DIVIDEND DISTRIBUTION POLICY ---------------------------------------------------------------------- 44
IMPORTANT CONTRACTS ------------------------------------------------------------------------------- 44
COMPANY STOCK EXCHANGE INFORMATION ------------------------------------------------------- 44
2.5.1. Information on Guillemot Corporation shares--------------------------------------------------------- 45
2.5.2. Guillemot Corporation share price evolution ---------------------------------------------------------- 45
3.
RISK FACTORS ----------------------------------------------------------------------------------------------------- 46
3.1.
RISK LINKED TO SECTOR OF ACTIVITY --------------------------------------------------------------- 46
3.1.1.
3.1.2.
3.1.3.
3.1.4.
Technological risk ------------------------------------------------------------------------------------------- 46
Procurement risk--------------------------------------------------------------------------------------------- 46
Industry competition risk ----------------------------------------------------------------------------------- 46
Computer/game console manufacturers competition risk ----------------------------------------- 46
2
3.1.5. Business seasonality risk ---------------------------------------------------------------------------------- 47
3.2.
3.3.
3.4.
3.5.
3.6.
3.7.
INDUSTRIAL AND ENVIRONMENTAL RISK ------------------------------------------------------------- 47
MARKET RISK --------------------------------------------------------------------------------------------- 47
LIQUIDITY RISK ------------------------------------------------------------------------------------------- 47
PROCUREMENT AND PRICE RISK ---------------------------------------------------------------------- 47
LEGAL RISK ----------------------------------------------------------------------------------------------- 47
OTHER RISKS --------------------------------------------------------------------------------------------- 47
3.7.1.
3.7.2.
3.7.3.
3.7.4.
3.7.5.
4.
Risk linked to product sales and marketing methods ----------------------------------------------- 47
Country risk --------------------------------------------------------------------------------------------------- 47
Operational assets risk ------------------------------------------------------------------------------------- 47
Changes in regulations risk ------------------------------------------------------------------------------- 47
Risk insurance and coverage ----------------------------------------------------------------------------- 48
MANAGEMENT REPORT----------------------------------------------------------------------------------------- 49
4.1.
ACTIVITIES AND RESULTS ------------------------------------------------------------------------------ 49
4.1.1.
4.1.2.
4.1.3.
4.1.4.
4.1.5.
4.2.
4.3.
4.4.
4.5.
4.6.
RESEARCH AND DEVELOPMENT ACTIVITIES -------------------------------------------------------- 51
INVESTMENT POLICY ------------------------------------------------------------------------------------ 52
SIGNIFICANT CHANGES TO FINANCIAL OR COMMERCIAL STANDING SINCE THE END OF THE
FISCAL YEAR ---------------------------------------------------------------------------------------------- 53
SIGNIFICANT EVENTS SINCE THE END OF THE FISCAL YEAR ------------------------------------- 53
MAIN RISKS TO WHICH GUILLEMOT CORPORATION IS EXPOSED -------------------------------- 53
4.6.1.
4.6.2.
4.6.3.
4.6.4.
4.6.5.
4.7.
Standing of the company, its Group and its activities during fiscal 2009----------------------- 49
Results of company and Group activities -------------------------------------------------------------- 50
Progress made and difficulties encountered ---------------------------------------------------------- 51
Business evolution analysis ------------------------------------------------------------------------------- 51
Foreseeable evolution and future prospects ---------------------------------------------------------- 51
Market risks --------------------------------------------------------------------------------------------------- 53
Liquidity risks ------------------------------------------------------------------------------------------------- 54
Supply and price risk---------------------------------------------------------------------------------------- 55
Country risk --------------------------------------------------------------------------------------------------- 55
Legal risks ----------------------------------------------------------------------------------------------------- 55
GUILLEMOT CORPORATION GROUP SUBSIDIARIES AND INVESTMENTS ------------------------ 56
4.7.1. Guillemot Corporation Group organizational chart at December 31, 2009 -------------------- 56
4.7.2. Purchases of investments and disposals of investments ------------------------------------------ 56
4.7.3. Activities of the parent company and of its main subsidiaries ------------------------------------ 56
4.8.
INFORMATION ON FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31,
2009 ------------------------------------------------------------------------------------------------------- 57
4.8.1. The Group's consolidated financial statements ------------------------------------------------------ 57
4.8.2. Guillemot Corporation S.A. financial statements----------------------------------------------------- 59
4.9. NET INCOME APPROPRIATION ------------------------------------------------------------------------- 62
4.10. NON-FISCALLY DEDUCTIBLE EXPENSES OR EXPENDITURES ------------------------------------- 62
4.11. INFORMATION REGARDING GUILLEMOT CORPORATION S.A.’S CAPITAL----------------------- 62
4.11.1.
4.11.2.
4.11.3.
4.11.4.
4.11.5.
4.11.6.
Capital breakdown at December 31, 2009 ------------------------------------------------------------ 62
Treasury stock------------------------------------------------------------------------------------------------ 63
Capital evolution chart since the creation of Guillemot Corporation S.A. ---------------------- 64
Transactions stipulated in Article L.621-18-2 of the Monetary and Financial Code --------- 66
Delegations of authority and of powers currently valid with respect to capital increases -- 66
Elements which may have an effect in the event of a public offering --------------------------- 67
4.12. INFORMATION REGARDING LEGAL REPRESENTATIVES -------------------------------------------- 68
4.12.1. Administrative and management bodies --------------------------------------------------------------- 68
4.12.2. Other positions held and functions carried out by members of administrative and
management bodies during the fiscal year ended December 31, 2009 ------------------------ 69
4.12.3. Remuneration of members of administrative and management bodies ------------------------ 70
4.13. SOCIAL AND ENVIRONMENTAL INFORMATION ------------------------------------------------------- 71
4.13.1. Social information-------------------------------------------------------------------------------------------- 71
4.13.2. Environmental information--------------------------------------------------------------------------------- 74
4.14. INDEPENDENT AUDITORS’ VERIFICATION ------------------------------------------------------------ 75
4.15. MANAGEMENT REPORT APPENDICES ---------------------------------------------------------------- 76
4.15.1. Financial table (Article R.225-102 of the Commercial Code) of the company Guillemot
Corporation S.A. --------------------------------------------------------------------------------------------- 76
3
4.15.2. Special report on share subscription and purchase options (Article L.225-184 of the
Commercial Code) ------------------------------------------------------------------------------------------ 76
4.15.3. Special report on bonus shares (Article L.225-197-4 of the Commercial Code) ------------- 78
4.15.4. Report from the Chairman of the Board of Directors on the preparatory and organizational
conditions for the workings of the Board of Directors and internal control procedures put in
place by the company (Article L.225-37 of the Commercial Code)------------------------------ 78
5.
CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2009--------------------------- 86
5.1.
5.2.
5.3.
5.4.
5.5.
CONSOLIDATED BALANCE SHEET --------------------------------------------------------------------- 86
STATEMENT OF NET INCOME AND GAINS AND LOSSES POSTED DIRECTLY UNDER
SHAREHOLDERS’ EQUITY ------------------------------------------------------------------------------- 87
CONSOLIDATED SHAREHOLDERS' EQUITY EVOLUTION -------------------------------------------- 88
CONSOLIDATED CASHFLOW TABLE ------------------------------------------------------------------- 89
APPENDICES TO CONSOLIDATED FINANCIAL STATEMENTS --------------------------------------- 90
5.5.1.
5.5.2.
5.5.3.
5.5.4.
5.5.5.
5.5.6.
5.5.7.
5.5.8.
5.6.
5.7.
5.8.
5.9.
6.
General information ----------------------------------------------------------------------------------------- 90
Significant events of the fiscal year --------------------------------------------------------------------- 90
Reference ----------------------------------------------------------------------------------------------------- 90
Main accounting methods --------------------------------------------------------------------------------- 90
Scope of consolidation ------------------------------------------------------------------------------------- 96
Information by sector --------------------------------------------------------------------------------------- 97
Balance sheet account explanatory notes------------------------------------------------------------- 98
Statement of income explanatory notes-------------------------------------------------------------- 106
POST-CLOSURE EVENTS ------------------------------------------------------------------------------111
DATA PERTAINING TO THE GUILLEMOT CORPORATION S.A. PARENT COMPANY ------------111
FEES PAID TO INDEPENDENT AUDITORS AND MEMBERS OF THEIR NETWORKS -------------111
INDEPENDENT AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS – FISCAL
YEAR ENDED DECEMBER 31, 2009------------------------------------------------------------------112
FINANCIAL STATEMENTS AT DECEMBER 31, 2009 ------------------------------------------------- 114
6.1.
6.2.
6.3.
6.4.
6.5.
BALANCE SHEET ----------------------------------------------------------------------------------------114
STATEMENT OF INCOME -------------------------------------------------------------------------------115
SELECTED PERFORMANCE RESULTS ----------------------------------------------------------------115
CASHFLOW TABLE --------------------------------------------------------------------------------------116
APPENDICES TO FINANCIAL STATEMENTS ----------------------------------------------------------116
6.5.1.
6.5.2.
6.5.3.
6.5.4.
6.5.5.
6.5.6.
6.5.7.
6.6.
Significant events of the fiscal year ------------------------------------------------------------------Financial accounting reporting principles -----------------------------------------------------------Financial accounting reporting policies and methods--------------------------------------------Balance sheet account explanatory notes----------------------------------------------------------Statement of income explanatory notes-------------------------------------------------------------Post-closure events --------------------------------------------------------------------------------------Net income appropriation forecast---------------------------------------------------------------------
116
116
117
119
126
130
130
INDEPENDENT AUDITORS’ REPORTS ON YEAR-END FINANCIAL STATEMENTS ---------------131
6.6.1. Independent Auditors’ report on financial statements – Fiscal year ended December 31,
2009----------------------------------------------------------------------------------------------------------- 131
6.6.2. Independent Auditors’ Special Report on regulated agreements and commitments – Fiscal
year ended December 31, 2009 ----------------------------------------------------------------------- 133
7.
COMPANY DIRECTORSHIP ----------------------------------------------------------------------------------- 135
7.1.
COMPANY DIRECTORSHIP -----------------------------------------------------------------------------135
7.1.1. Administrative and management bodies ------------------------------------------------------------- 135
7.1.2. Other positions held and functions carried out within the Group by members of
administrative and management bodies over the past five years------------------------------ 135
7.1.3. Other positions held and functions carried out outside of the Group by members of
administrative and management bodies over the past five years------------------------------ 135
7.1.4. Remuneration of legal representatives --------------------------------------------------------------- 136
7.1.5. Transactions stipulated in Article L.621-18-2 of the Monetary and Financial Code ------- 139
7.1.6. Assorted information regarding company Directors ----------------------------------------------- 139
7.2.
PREPARATORY AND ORGANIZATIONAL CONDITIONS FOR THE WORKINGS OF THE BOARD OF
DIRECTORS AND INTERNAL CONTROL PROCEDURES---------------------------------------------140
7.2.1. Report from the Chairman of the Board of Directors---------------------------------------------- 140
4
7.2.2. Independent Auditors’ report drafted pursuant to Article L.225-235 of the Commercial
Code, on the report of the Chairman of the Board of Directors – Fiscal year ended
December 31, 2009 --------------------------------------------------------------------------------------- 140
8.
COMBINED GENERAL MEETING OF SHAREHOLDERS HELD MAY 20, 2010 ---------------- 142
8.1.
8.2.
8.3.
9.
AGENDA --------------------------------------------------------------------------------------------------142
TEXT OF RESOLUTIONS --------------------------------------------------------------------------------142
BOARD OF DIRECTORS’ REPORT --------------------------------------------------------------------144
CALENDAR OF EVENTS FOR THE CURRENT FISCAL YEAR ------------------------------------- 147
10. GLOSSARY--------------------------------------------------------------------------------------------------------- 148
11. REFERENCE DOCUMENT ------------------------------------------------------------------------------------- 150
11.1. RESPONSIBILITY FOR REFERENCE DOCUMENT AND ATTESTATION ----------------------------150
11.1.1. Responsibility for reference document --------------------------------------------------------------- 150
11.1.2. Declaration of responsibility for reference document --------------------------------------------- 150
11.2. RESPONSIBILITY FOR INFORMATION – INFORMATION POLICY ----------------------------------151
11.2.1. Responsibility for information --------------------------------------------------------------------------- 151
11.2.2. Information policy – Documents accessible to the public ---------------------------------------- 151
11.3. RESPONSIBILITY FOR INDEPENDENT AUDITORS’ REPORTS -------------------------------------152
11.4. TABLE OF CONCORDANCE ----------------------------------------------------------------------------153
12. ANNUAL FINANCIAL REPORT ------------------------------------------------------------------------------- 157
5
1.
THE GUILLEMOT CORPORATION GROUP
1.1. HISTORY
1984
2000
The Guillemot firm organizes its
activities around the distribution of
computer products.
The Group now organizes its activities
the
two
brand
names
around
Hercules® for PC hardware, and
Thrustmaster® for PC and console
gaming accessories.
1994-96
2001
The five Guillemot brothers create a
network of sales and marketing
companies in a number of countries
(Belgium,
Germany,
the
UK,
Switzerland,
the
United
States,
Canada, Hong Kong).
August: The Group focuses its activities
on
the
design
of
interactive
entertainment
hardware
and
accessories and the related software.
1997
2002
September 1: Creation of Guillemot
Corporation to become the head
company of the Group: an international
Group, organized by business segment,
specializing in the design and
distribution of interactive entertainment
hardware
and
accessories,
and
software distribution.
January 10: Strategic partnership
between ATI and Hercules, worldwide
leaders in graphics solutions, relating to
the development of a range of graphics
products including both high-end cards
for hardcore gamers, and cards for
family use.
June:
Significant
restructuring
is
undertaken in order to significantly
reduce the Group's breakeven point.
1998
August: The Extraordinary General
Meeting approves a capital increase of
€15 million reserved for company
founders.
The capital increase is
carried out via the transfer of one
million Ubisoft Entertainment securities.
The transfer is remunerated by the
creation of three million Guillemot
Corporation securities.
End
of
November:
Guillemot
Corporation is successfully introduced
into the New Market sector of the Paris
Stock Exchange.
1999
In the field of gaming accessories,
Guillemot Corporation becomes one of
the worldwide leaders in racing wheels
for PC with the acquisition of the
Hardware and Accessories activities of
the American group Thrustmaster®.
2003
Reorganization of the Group’s sales and
marketing methods via specialized
wholesalers in each country, in order to
reduce the number of billing and
delivery points.
The Group signs an exclusive worldwide
licensing agreement with Ferrari® for
its PC and console racing accessories.
The Group purchases the American
company
Hercules
Computer
Technology Inc., inventor of the PC
graphics board, thereby completing the
Group's manufacturing activities for
sound cards and multimedia kits.
December: A new capital increase
worth €13.8 million is carried out via the
contribution of 5 million listed securities
of the company Gameloft.
6
2006
2004
February: The Guillemot Group exits
the market for graphics boards and flat
panel monitors, a sector in which its
margins had been greatly reduced.
Guillemot Corporation decides to
concentrate on its product lines with
higher added value.
January 31: The Group publishes its
annual consolidated sales figure for
fiscal 2005, amounting to €21.2 million.
February: Hercules begins marketing
new WiFi adapters optimized to
facilitate connections to Livebox® from
Wanadoo, featuring France Telecom’s
“OK Livebox” certification.
November: The Group announces the
launch of a range of WiFi products and
its acceptance into the Wi-Fi Alliance
with its Hercules and Thrustmaster
brands.
April: The Group launches the Fun
Access™ WiFi USB key for PSP, a
highly innovative product allowing Sony
PSP game consoles to directly connect
to the Internet for online gaming.
2005
July: Hercules launches a new line of
speakers with three new models, and
releases a new high-end Hercules
webcam.
January 31: The Group publishes
Guillemot
Corporation's
annual
consolidated sales figure for fiscal 2004
amounting to €27.9 million, a decrease
of 68.04% in relation to that of the
previous year as a result of the ending
of its 3D Display activities, which had
accounted for 64% of sales.
July 28: The Group publishes its
consolidated half-year sales figure, up
57% to €11.6 million.
October: Launch of a new line of music
accessories for iPod®.
September: The Group launches a new
line of Thrustmaster wheels under
license from Ferrari, as well as a new
range of accessories dedicated to the
new Sony PSP® console.
November 16: Guillemot Corporation's
Board of Directors decides to carry out
a reserved capital increase for €2.4
million, decided by the Extraordinary
General Meeting of October 31, 2006.
November:
Hercules
successfully
enters the webcam market with highly
competitive offerings and expands its
range of digital music products.
2007
2006 annual consolidated sales figure
amounting to €36.3 million, an increase
of 71.23%.
The Group concentrates its Research
and Development investments on the
development of the product lines based
on the new strategic axes it has defined:
February: Launch of a new range of
Thrustmaster accessories for the
Nintendo® Wii™ and DS Lite consoles,
and
new
universal
multiformat
Run’N’Drive
gamepads
for
the
European launch of Sony’s PS3®
console.
- The WiFi range, which has received
the highest awards in Europe,
- The new range of webcams, which has
performed brilliantly in its entry into the
market,
- The digital music range, which has
enabled Hercules to reposition itself
among the leading brands in this sector
in terms of quality, both for speakers
and DJing products,
- Accessories for the new game
consoles, with the range of accessories
for PSP having resulted in an early
success for Thrustmaster in this market.
August
31:
Reimbursement
of
debenture for an amount of €6.9 million,
corresponding to the convertible bonds
issued in July 1999 remaining in
circulation on the market.
September: Hercules releases two new
webcams; Thrustmaster expands its
ranges of accessories for Wii™; and a
new line of Hercules multimedia
speakers is launched: XPS Lounge.
7
October: Launch of the first “water and
dust-resistant” certified speaker system
with the “Made for iPod®” license.
announces the Hercules DJ Control
Steel, a professional DJ controller for
PC and Mac.
November: Thrustmaster launches a
new line of joysticks dedicated to flight
simulation games.
October: Launch of the new Hercules
WiFi N Access point, offering users the
advantages of the recently-implemented
WiFi N standard. Launch of the new
high-end Hercules Dualpix Infinite
webcam. Launch of the new collection
for the Nintendo DS® Lite console with
the "Silver" range.
2008
January: Hercules unveils the new DJ
Console Rmx for professional DJs at the
NAMM Show in California.
November: The rollout of the new
Hercules line in the world of UMPCs
continues with the new product in its
eCAFÉ™ range: eCAFÉ™ EC-900.
Launch of the new Thrustmaster wheel
under license from Ferrari®: the
Ferrari® F430 FFB Racing Wheel for
PC.
annual sales figure of €43.3 million,
representing growth of 19%.
February: Hercules launches its new
webcam, the Hercules Dualpix Chat and
Show, which includes innovative
functions.
2009
March 18: The Group publishes its
annual results for fiscal 2007, with
current operating income growing by
100% to €2.8 million, and exceptional
financial income of €24.4 million, linked
to very strong gains in the Group’s
portfolio of marketable investment
securities.
annual sales figure of €49.6 million,
representing an increase of 14.55%.
January: Thrustmaster launches its
new
innovation:
"H.E.A.R.T.
HALLEFFECT
ACCURATE
TECHNOLOGY" for the new T.16000M
joystick.
April: Hercules strengthens its presence
in the webcam market with the release
of the Hercules Classic Link.
February: Hercules unveils new
eCAFÉ™
models
featuring
the
Microsoft® Windows XP® operating
system environment.
July 30: The Group publishes its halfyear sales figure of €18.5 million,
thereby beating forecasts.
August: Launch of the new community
website, the Hercules DJ MIX ROOM, a
meeting place for DJs from around the
world. Release of the Thrustmaster
Glow Saber Duo Pack NW for Wii®
gamers. Thrustmaster continues to
renew its line of joysticks with the TFlight Hotas X, a Hotas model featuring
presets for the most popular flight
simulation games on the market.
March: The Group publishes its annual
results for fiscal 2008, with current
operating income of €0.5 million.
September:
Four
Ferrari-licensed
limited edition gamepads are launched.
Signature of a licensing agreement with
The Walt Disney Company Ltd for
Western
Europe,
providing
Thrustmaster with access to all of
Disney's films and video games, and
allowing Thrustmaster to manufacturer
accessories dedicated to these games.
August 29: The Group publishes its
half-year results, and announces the
launch of the new eCAFÉ™ UMPC
range from Hercules.
October: Launch of the brand-new,
high-definition
Hercules
Dualpix
Emotion webcam.
September: Launch of the first product
in the new Hercules eCAFÉ™ range,
responding to new lifestyle trends
among consumers, with an emphasis on
entertainment and fun and the ability to
share in the wealth of diverse materials
available on the Internet – from any
location. Hercules begins to market a
totally new concept in high-end stereo
speakers, specially designed for
listening to music on a computer:
Hercules XPS 2.0 60. The company
November: Launch of the T-Freestyle
NW from Thrustmaster, allowing users
to "surf" or "skateboard" at home, in
conjunction with Nintendo's Wii Balance
Board™.
December: Launch of the 5.1 USB mini
sound card, Gamesurround Muse XL
Pocket LT3 from Hercules.
8
2010
January: Publication of 2009 annual sales figure of €61.2 million, representing an increase of
23.39%.
Sneak preview announcement regarding the new portable mixing console from Hercules, DJ
Console MK4.
9
1.2. GUILLEMOT CORPORATION’S ACTIVITIES
A major player in the interactive entertainment market, the Guillemot Corporation Group specializes in
the design and manufacture of interactive entertainment hardware and accessories for PC and game
consoles. The Group offers a diversified range of products under the Hercules brand name for video
(webcams), audio (speakers, mixing consoles for amateur and semi-professional DJs…), WiFi and
PLC solutions (routers, USB adapters, WiFi keys…), as well as a line of ultra-mobile PCs first
launched in 2008; and Thrustmaster for PC and console gaming accessories.
Listed on the stock market since 1998 and active in this field since 1984, the Guillemot Corporation
Group is currently present in eleven countries including France, Germany, the UK, the United States,
Canada, Spain, Holland, Italy, Belgium, Hong Kong and Romania, and distributes its products
throughout more than thirty countries worldwide. The Group’s mission is to provide high-performance,
ergonomic products which maximize the enjoyment of digital interactive entertainment end users.
The Group focuses its commercial efforts on growth markets, thanks to sales teams located directly in
leading European countries, in order to win significant market share. The Group's ambition is to be a
leader in its field via its two strong brands: Hercules for PC hardware, and Thrustmaster for PC and
console accessories.
In order to increase its ability to create added value and maximize commercial and operational
synergies, the Group takes up strong positions in market segments with high growth potential, with a
philosophy of offering added value for users by way of precisely adapting products to their uses, along
with an unwavering commitment to ergonomic design.
The Group's main strengths and assets are the following:
1. A skilled Research and Development department with total mastery of technological
innovation, from electronic and mechanical design through to the development of companion
software for end users.
2. Significant marketing clout, thanks to advanced analyses of the needs of European
consumers.
3. Exclusive designs which have been validated by end users.
4. A balanced product portfolio, with complete product ranges diversified by category.
5. A well-established distribution network in Europe, and being further developed in the United
States, Australia and Russia.
Buoyed by its highly effective Research and Development department, the technical skills of its teams
and its varied lines of products, the Group has a wide range of strategic competencies at its disposal,
accentuated by way of sustained entrepreneurial values.
The Group markets its products under its two brands: Hercules (DJing and digital products, WiFi
products, speaker kits for PC, webcams, accessories for iPod®, and netbooks); and Thrustmaster
(gaming accessories for PC – racing wheels, gamepads, joysticks, communication accessories – and
game console accessories). Thanks to its many different strengths, products released by the Group
are always on the cutting edge of the multimedia experience for end users.
10
1.2.1. HERCULES: A GROWTH DYNAMIC WITH ADDED VALUE-GENERATING PRODUCT LINES
Created in 1982 in the United States and purchased by Guillemot Corporation in November 1999,
Hercules was one of the worldwide leaders in the field of graphics cards, and has been using its areas
of expertise in recent years to develop products for growth markets which are expanding quickly. The
Hercules brand currently offers complete product ranges for different consumer groups: eCAFÉ™
netbooks, digital DJing solutions, webcams, speaker systems, sound cards, as well as mass-market
WiFi and PLC solutions. The development of the eCAFÉ™ range of netbooks since 2008 has allowed
the Group to provide a complete hardware ecosystem to accompany consumers in new uses in terms
of entertainment and communication.
The reputation acquired by Hercules over the past ten years has contributed to creating added value
and getting the most out of technologies, in order to continue to innovate and thereby offer new
experiences to consumers. Its expertise and know-how have allowed the brand to establish its
legitimacy over the years.
The strategy employed by Hercules is to:
1. Follow trends and anticipate new standards.
2. Find new engines for growth.
3. Further enhance its reputation, in order to be able to reach an even greater number of end
users.
4. Focus on very clearly identifying its consumer target groups, by way of advanced studies
on their needs via the Internet and via focus groups.
5. Come up with exclusive designs which are validated by consumers.
6. Add to its flagship products, to offer product lines with the highest performance.
7. Respond to new needs via a specialized R&D department.
8. Intensify capturing of new market share.
1.2.1.1.
DJing and digital music range
Eight years ago, DJs discovered the first portable dual-deck mixing controller with built-in audio for
computers: the DJ Console, created by the Hercules brand. The product went on to become a best
seller among amateur and mobile digital DJs.
In order to continue to allow an ever-growing public to access
DJing, and to accompany the creativity of generations of amateur
and mobile DJs, Hercules has renewed its lineup with its latest
release: the DJ Console MK4. This model provides beginners
with the DJing experience, thanks to two built-in sound cards and
two decks to mix with and add effects to their music. With its
compact design, the DJ Console MK4 lets users connect all
analog audio sources, for perfect mixing integration. Featuring a
modern look, portable, with two independent decks and a highperformance audio interface, this controller is a true all-in-one DJ
mixing station for Mac and PC. Compared with the previous
model, the MK2, the DJ Console MK4 has adopted a resolutely more modern design, along with new
functionalities.
This all-in-one mixing controller for DJs features two decks for mixing digital audio tracks, with two
stereo outputs to play the mix for the audience, as well as previewing upcoming songs. Scheduled for
release in spring 2010, this new console will be bundled with the VirtualDJ® DJC Edition software,
which is able to analyze the BPM (Beats Per Minute) rates of audio files and suggest a Cue point.
Since last summer, Hercules has offered a new audio interface, available in two different versions: the
Deejay Trim 4&6 (sold alone, with its drivers), or the Deejay Trim 4&6 + Scratch Starter Kit, a
complete solution for mixing MP3s and CDs with vinyl records.
The Deejay Trim 4&6 + Scratch Starter Kit lets DJs use their analog mixer and two vinyl turntables or
DJ CD players to control the mixing of music files stored on their computer.
11
1.2.1.2.
Speakers range
Over the course of the last few years, Hercules has designed both high-end speaker systems, as well
as speaker kits aimed at a wider public. All models include unique features, with the objective of
responding to the ever-increasing demand for technologies adapted to consumers' ways of living.
Previously, the trend was towards rather large-sized speaker designs, whereas PCs were becoming
slimmer and more stylized. Taking this trend into account, Hercules has charted a new path by
offering ultra-slim speakers since 2009, in order to adapt to this new era.
In terms of technology, Hercules has specially designed the electronics for this new 2.0 system to
allow for it to be integrated into a slim design, and ensure clear audio reproduction. Hercules has
made use of the investment it made in 2009 in building an anechoic chamber, thereby allowing its
Research and Development teams to test out and validate potential designs internally.
Hercules XPS 2.1 40 Slim, the 2.1 model in this new XPS Slim
range, features two satellites with the same streamlined, aerial form.
Aesthetic design is evident at the center of the XPS 2.1 40 Slim: its
subwoofer – crafted entirely of wood – provides a strong bass
presence, while each satellite speaker delivers 8 watts of output
power.
The result is a slimline speaker kit which provides
homogeneous, well-balanced sound. This attractive aesthetic design
is combined with a genuine technological advance, as rarely have
there been such slim 2.0 speakers which deliver this level of clarity
and pureness of sound.
This decidedly modern speaker kit
integrates elegantly and subtly into any interior decor, thanks to the
fabric used on the fronts of the satellites and the attractive black
lacquer finish, which give it a "Techno Deco" look, perfectly in line
with the latest trends in computers. Available since October 2009,
the speaker kit also includes a mini wired remote control featuring a
volume control knob, a headphone input and a line input, allowing
users to directly connect an MP3 player.
Last July, Hercules redefined a portion of its speaker kits by offering affordable
multimedia speakers, to even better respond to the needs of mass-market
users. With this in mind, Hercules designed a new 2.1 kit at a highly
competitive price, a convincing feature for consumers looking for a very good
quality/price ratio. The XPS 2.1 35 captivates users thanks to its original
design, along with total output power exceeding the usual standards in this
product category.
Also in the 2.1 segment, Hercules has updated one of its best-sellers with the
XPS 2.1 20 Black Edition, and created the XPS 2.1 20 Gloss. These speakers
feature a large surface with a black lacquer finish, and provide optimal air volume
for very good sound quality.
1.2.1.3.
WiFi and Power Line Communication solutions
Having arrived on the market in 2005, the range of Hercules WiFi products
continues to win over users and the specialist press by way of its ease-of-use
and reliability, regularly receiving awards.
Since 2008, Hercules has offered a new WiFi range compatible with the WiFi
N standard. After the WiFi N USB mini key, Hercules unveiled the smallest
WiFi G key on the market, and also the most versatile thanks to its extended
compatibility with WiFi 11n routers: in fact, the new Hercules Wireless G UltraMini USB Key has joined the brand's selection of "top choices". A veritable
powerhouse of technology in an ultra-mini design, the Hercules Wireless G
Ultra-Mini USB Key is the perfect solution to avoid blocking up a PC's USB
ports, making it easy for users to enjoy wireless freedom anywhere. This ultra-mini key employs the
most powerful WiFi 802.11g technology: certified 802.11g by the Wi-Fi Alliance, the key guarantees
optimal compatibility and operation with all Internet "boxes" and all 11g and 11n solutions on the
market.
12
The new pebble-shaped Hercules WiFi N router has been designed with
a nod towards Zen gardens, responding to the desire among consumers
keen to be able to limit WiFi transmission in their environment: the WiFi
On/Off button lets users instantly switch the transmission of WiFi radio
waves on or off. Whatever equipment users have in their existing setup,
this Hercules WiFi N router automatically configures itself to the
appropriate mode, thereby proving to be the perfect solution for any type
of configuration. The harmonious pebble-shaped design features builtin antennas inside of the unit along with a trendy black lacquer finish,
and is certified 802.11n, b and g by the Wi-Fi Alliance, thereby ensuring
perfect compatibility with all WiFi products on the market.
In 2009, Hercules – the first manufacturer to have simplified WiFi solutions in order to put them within
reach of mass-market users – created a line of Power Line Communication (PLC) products, featuring
its own signature touch: ultra-simple to use, with enhanced security and, most importantly, 20%
greater energy savings than market standards. In this way, Hercules brought all of its know-how in
home networking solutions and all of its expertise in user-friendly design to PLC, a complementary
sector to WiFi.
In March 2009, Hercules unveiled its new ePlug™ range: PLC adapters
available in packs of two or single units, providing data rates of either 85 or
200Mbps, the maximum currently available.
To even better respond to the habits of home users, Hercules added new
adapters to its ePlug PLC range: these new ePlug 200 "pass-thru" adapters
feature a filter and an extra outlet on the front, allowing users to plug in any
electrical device and filter out interference generated by devices' power
supplies. Continuing along the same lines as the solutions it had previously
offered, Hercules continues to give priority to the energy savings sought
after by home users.
Certified by the HomePlug Powerline Alliance, Hercules solutions are
compatible with all ADSL boxes, thereby providing an Internet connection as
stable as that provided by a traditional wired network, as well as 100%
secure.
1.2.1.4.
Webcams
Innovation and emotion are the key concepts taken into account by Hercules in
designing its webcams. Hercules has extended its webcam range, and is proving
to be a major player in this category. With its exemplary image rendering,
autofocus lens, and novel functions for video chats, the new Hercules Dualpix
Emotion webcam provides an experience full of emotion for users: thanks to the
high-definition images it provides, even the details of users' smallest expressions
are conveyed. This webcam also provides five megapixels of resolution in
interpolated mode. It truly allows users to forget about and bridge the distance
between themselves and those who are important to them.
Last summer, Hercules launched a totally new genre of webcam, with the Hercules Dualpix HD
720p: specially designed for laptop PCs, this webcam features a completely new and ultra-stable
attachment system. Whether positioned vertically, horizontally or attached at the top of the screen,
this webcam provides unrivaled flexibility thanks to its two axes of rotation. Compact, attractively
designed and practical, the Hercules Dualpix HD 720p also includes a wide-angle, autofocus lens.
13
1.2.1.5.
eCAFÉ™ netbooks range
The launch of the Hercules eCAFÉ™ range of netbooks at the end of 2008 attests to the Group's
expertise both in terms of computer hardware design, as well as its ability to design a coherent,
ergonomic and high-performance software ecosystem. Thus, the development of the range of
Hercules eCAFÉ™ netbooks has allowed the Group to provide a complete hardware ecosystem to
accompany consumers in the new uses which have opened up in terms of entertainment and
communication. Thanks to the successful rollout of the eCAFÉ™ brand, Hercules is continuing to take
its creations to new levels by further developing its philosophy of defining netbooks as valuable
objects incorporating seductive design, for a uniquely eCAFÉ™ signature. The guiding philosophy
behind eCAFÉ™ is to simplify the uses in this new high-tech product category of netbooks, with a
design that is both sophisticated and sturdy, for worry-free use on the move.
With its new models, Hercules offers a Microsoft environment along with an exclusive interface
dedicated to communication, multimedia, gaming and work-related applications, while still including all
of the brand's original precepts, organized by the different types of applications, and with a focus on
ease of use.
In September 2009, Hercules took its eCAFÉ™ range of netbooks to
a new level with its latest model, the eCAFÉ EC-1000 W: the
manufacturer's first netbook to incorporate Windows 7 Starter
Edition. This netbook – based on the Intel Atom N270 chipset –
features a 10.1-inch screen, 1GB of RAM, 250GB of storage space,
a webcam, built-in WiFi 802.11n, and much more. Featuring a rare
level of elegance and an extended variety of functionalities thanks to
its comprehensive software suite, this netbook incorporates the most
desirable assets available, in order to win over a wide range of end
users.
14
1.2.2. THRUSTMASTER: AN UNDENIABLE LEADER IN THE ACCESSORIES MARKET FOR
HARDCORE GAMERS
Founded in 1992 and purchased by Guillemot Corporation in 1999 to complete its ranges of accessories,
Thrustmaster enjoys a strong worldwide reputation for the design and development of flight and motor sports
simulation accessories, becoming a key player in this sector. For nearly twenty years, Thrustmaster has
been proud to bring all of its know-how and technological expertise to the video game accessories market.
Thrustmaster accessories, combined with the prestigious Ferrari® license for racing wheels and the new
partnership agreement signed in September 2009 with The Walt Disney Company Ltd, offer ever-greater
levels of realism and immersion in legendary worlds. This new partnership will allow Thrustmaster to further
diversify its ranges of accessories aimed at the Casual gaming market, while at the same time making use of
the strong reputation of an international brand. Attentive to changes in the marketplace and listening to the
needs and concerns of its customers, Thrustmaster continues to innovate in order to expand its product lines,
offering a diversified range of accessories on the cutting edge of technological innovation. Thrustmaster's
values of "Passion, Innovation and quality" perfectly sum up the strengths which help gamers to dominate
their playing fields, enhance their performance and better explore – and become immersed in – their virtual
worlds. Today, Thrustmaster is still considered to be a top-flight brand in the video game industry.
Thrustmaster's strategy is based on:
1. An exclusive portfolio of original products, thanks to its multiple strengths: Design, Marketing and
Technologies.
2. Technological innovation by way of differentiated product offerings,
3. Further developing its brand.
1.2.2.1.
Racing wheels
Each launch of a Ferrari-licensed wheel by Thrustmaster is an event in video gaming circles.
The Ferrari F430 FFB Racing Wheel for PC is no exception: the arrival of this latest Ferrari-licensed
product from Thrustmaster has attracted a great deal of attention in the gaming world. An exact
replica of the wheel on the Ferrari of the same name, this wheel distinguishes itself by way of its
unique shape, smooth lines, refined and understated look, "Engine Start" button and multi-position
Manettino dial: the former fulfills the D-Pad function, while the second is an innovation and Ferrari
exclusive, adapted by Thrustmaster to the world of video games. With its oversized dimensions of
28cm, this is a true large-size wheel which offers users an exceptional level of comfort unique in the
marketplace: its specially-selected materials and advanced technologies make this a truly exceptional
Pro wheel. 2010 will be full of new releases, with a variety of products being launched.
1.2.2.2.
Gamepads
The latest Thrustmaster gamepads are Ferrari-licensed models,
crafted in the image of the prestigious license. Four models –
representing the most highly-esteemed Ferrari automobiles, and
each with its own unique personality – were launched in September
2009. In order to make these gamepads even more unique and
"collector-oriented", a numbered custom plaque is included on the
front of each unit. In this way, a large number of gaming fans on
consoles and PC can admire, own, use and show off these four
gamepads, which convey values common to Thrustmaster and
Ferrari, including eye-catching aesthetics and superior performance.
The packaging has been designed to function as veritable display
cases for the products: the gamepads are fully visible, and are
presented at an angle which suggests racing power and speed. The
entire product presentation is perfectly in line with the world and
values of Ferrari.
15
The Ferrari Wireless Gamepad 430 Scuderia Limited Edition is a cutting-edge wireless controller,
featuring a design with smooth, aerodynamic curves worthy of cars subjected to wind-tunnel testing.
Its metallic look, inspired by the design of the Ferrari F430 Scuderia, makes this an exclusive object
and a benchmark gamepad. Fully programmable, it features dual triggers and uses the most proven
and stable wireless technology available: 2.4GHz.
The F1 Wireless Gamepad Ferrari F60 Limited Edition is inspired by the "nose"
of the Ferrari designed for the 2009 Formula 1 season. In terms of technology, it
features an optical wheel with automatic re-centering for unrivaled precision,
along with dual progressive triggers.
1.2.2.3.
Flight simulation accessories
For flight sim fans, Thrustmaster offers a pack of two MFD Cougar units, allowing users to immerse
themselves even further in piloting airplanes in games: the perfect complements to joysticks and
yokes available on the market, the MFDs allow virtual pilots to experience even more realistic flight
conditions. Thrustmaster continues to expand its range of products for
flight sim fans with the launch of the Multi Functional Display
Cougar Pack: the MFDs are panels with buttons and switches, onto
which the user can assign their choice
of functions for any given game.
Thrustmaster's MFD Cougar displays
are exact replicas of those found on
the US Air Force's famed F-16 jet
fighter aircraft, and are compatible with
all military or civil flight simulation
software supporting multi-USB.
Designed for versatile, highperformance use, the MFDs feature a multiposition base for perfect
adjustment in line with the viewing angle.
Thrustmaster has equipped its latest joystick, the T.16000M, with surgical
precision, thanks to incorporation of a new technology that it has recently
patented.
The new technology that Thrustmaster has developed,
"H.E.A.R.T. HALLEFFECT ACCURATE TECHNOLOGY", is based on
magnetic sensors: in the case of the T.16000M, these sensors are
positioned on the handle and provide precision 256 times greater than
most other current systems, for extremely precise gameplay with no dead
zones. Thrustmaster is drawing users’ attention to the level of precision
provided by this technology, along with the joystick’s ease of use and
versatility (Plug&Play): it includes preset functions for the most popular
games in the genre, for immediate takeoff without any setup hassles for
users.
16
1.2.2.4.
Wii console accessories
Buoyed by its expertise in this field and by the reputation it has achieved, for the past few years
Thrustmaster has also been using its know-how to target the needs of the mass-market video game
sector. Since 2008, Thrustmaster as positioned itself in the marketplace by offering a veritable
arsenal of different accessories specially designed for Wii owners. The accessories offered by
Thrustmaster enhance the experience of the new uses made possible by this console.
Thanks to the partnership agreement
signed with The Walt Disney Company
Ltd in September 2009 allowing it to
create accessories dedicated to the
entire spectrum of different franchises of
popular Disney films, Thrustmaster has
unveiled its first officially-licensed
Disney accessory: the Toy Story
Mania! Ray Gun, for the Wii console. In creating this product, Thrustmaster's development teams
were inspired by the world of Toy Story. The result is a faithful rendering of the distinctive spirit found
in the Disneyland Resort and Walt Disney World Resort attraction. Thrustmaster's goal was to bring to
life the gun belonging to the legendary Buzz Lightyear of Star Command: with its flashy colors and
shape, the Toy Story Mania! Ray Gun puts an emphasis on fun.
Since this autumn, Thrustmaster has offered Wii owners new charging solutions
for their Wii Remotes, with two objectives in mind: practicality and efficiency!
The first solution offered is the T-Charge Stand Contactless + NW: a designer
inductive (contactless) charging station which charges two Wii Remotes and
also holds the console. Its simplicity is also enhanced by the fact that the
system is powered by the console's USB port alone.
In November 2009, Thrustmaster designed the T-Freestyle NW: a real snowboard/
skateboard allowing users to enjoy their favorite boarding sports in the comfort of
home, in conjunction with their Wii Balance Board. Built with genuine maple – just like
real boards – for an optimized balance between flexibility and resistance, the TFreestyle NW reproduces the real sensations experienced by snowboarders and
skaters. Perfect for all boarding games on Wii, snowboarders and skateboarders can
use the board to do tricks and race, enjoying the spirit of "freedom" and "no limits" that
these games provide.
Thrustmaster hasn't forgotten about fitness fans, either: with three new products launched at the end
of 2009, Thrustmaster has got getting into shape and sports activities off to a great start.
The Elite Fitness Pack + NW is a pack of nine items, designed for fitness stands using the Wii and
the Wii Balance Board. It features a carry bag for the Balance Board and
the other accessories in the pack. Freedom of movement and comfort of
use during training sessions are guaranteed, thanks to an armband holder
for the Wii Remote, and a leg-band holder for the Nunchuk.
For its part, the Aerobics Pack + NW is just the thing to help users get
started intensifying their workouts with their Wii Balance Board.
17
For all-round sports fans, the Sports Pack + NW lets users enjoy playing
most sports games available on Wii, including ping-pong, golf, sword fighting,
tennis and even jet skiing.
1.2.2.5.
DS® / DS®i / DS®i Lite console accessories
In order to offer users even more complete solutions for the portable Nintendo DS console,
Thrustmaster has expanded its range of DS accessories, offering a variety of packs for DSi and DS
Lite.
The first pack offered is the White Pack, composed of eight items for the DS Lite and
DSi. This pack includes everything that users need to transport and protect their DS Lite
or DSi console. Transportation and protection are ensured by way of a hardshell case
with a wrist strap, as well as three storage cases for game cartridges. The console's
screens also get special treatment, thanks to two screen protection films and a cleaning
cloth.
Since September 2009, Thrustmaster has been offering different
accessories for the DSi console, including the Studio Kit: a complete
pack that lets users enjoy taking photos with their console! Twelve
included items allow users to truly optimize their DSi console's camera
function – it even includes a metal stand to protect the console. The
DSi console's camera function offers great potential for self-expression,
which the Studio Kit exploits to provide users with a variety of different
shooting options: a removable flash for taking photos in low-light
conditions, a wide-angle lens for wide shots, a macro lens to capture
details, and even a telephoto lens to bring faraway objects right up close.
Thrustmaster also unveiled the Fancy Wallet holder, a real travel case made of imitation leather to
protect the DSi or DS Lite console: the Fancy Wallets are offered in three different colors, so there's
one that's just right for everyone. The Fancy Wallet provides instant access to all functions and
connectors without having to remove the console from the holder, with its major advantage being its
display stand function – allowing users to play without having to hold on to the console – as well as its
rotating base, which lets users place the console in a vertical or horizontal position, depending on how
they are using it at that particular moment.
For the Nintendo DS console, Thrustmaster also offers a very wide range of products covering all
target groups, from children to adults – including female users, and ever-growing segment of the
portable Nintendo console's user base.
Moreover, purchasers of the brand-new console from Nintendo – the DS®i XL – can count on
Thrustmaster, thanks to its new collection of Metal Cases accessories.
These hardshell cases, crafted of shock-absorbing ABS and metal, allow users to protect and
transport their console safely. They also provide instant access to all functions and connectors,
without having to remove the console from its case.
18
1.2.3. A STRONG INTERNATIONAL PRESENCE, WITH A CONCENTRATED AND SOLID
DISTRIBUTION NETWORK
Guillemot Corporation has a solid international distribution network, composed of sales and marketing
subsidiaries in the largest and most strategically important countries.
1.2.3.1.
An international sales and marketing network
Since 1994, Guillemot Corporation has had marketing and distribution companies established in many
countries, in order to ensure localized promotion of its products. The Group is currently present in
eleven countries and distributes its products in more than thirty countries worldwide (including France,
the UK, Germany, Italy, Spain, Portugal, Poland, the US, Canada, Denmark, Australia, Russia, Brazil,
the United Arab Emirates, Japan, South Africa, India, Saudi Arabia, Ireland, Singapore, the
Philippines, New Zealand, Sweden, Morocco…).
Moreover, marketing of the Group’s products is carried out mainly via specialized wholesalers in each
country, in order to reduce the number of invoicing and delivery points. Product promotion relies quite
heavily on specialist press coverage. In the interactive entertainment market, comparative tests
represent a reference source for buyers. In order for the quality of products to be recognized and to
promote sales, obtaining the maximum number of awards in the international specialist press, both
published and on the Internet, is absolutely imperative.
Consolidated sales outside of France for the 2009 fiscal year amounted to €35.88 million, representing
58.57% of total consolidated sales.
1.2.3.2.
Integrated logistics
Sea shipping
Air shipping
The Group spans the three worldwide zones of influence – North America, Europe and Asia – and
optimizes the flow of its products, particularly by way of direct container shipments from Asia to
countries in which goods are sold. The Group has a single international logistics base in France,
allowing it to cover all of Europe, and uses service providers in North America and Asia. These
logistics bodies are charged with storing products, preparing orders and organizing transportation.
19
1.2.4. PRODUCT RANGES THAT RECEIVE AWARDS WORLDWIDE: A DECISIVE ADVANTAGE
The Hercules and Thrustmaster product ranges regularly receive international awards in the specialist
press, highlighting products' qualities and thereby ensuring widespread promotion among massmarket users. The Group's communications strategy consists mainly of receiving quality referencing
in the specialist press of the different countries in which the Group does business. For Guillemot
Corporation, comparative testing, product mentions and specialist press articles represent excellent
avenues through which to distinguish its products, distinctions which provide a considerable
advantage in enhancing the brands' reputation in the eyes of mass-market users. Specialist press
articles and product mentions are precious elements which can help to significantly direct or even
influence the purchasing decisions of large numbers of consumers.
1.2.4.1.
WiFi/PLC ranges
The Les Numériques website gave the Hercules ePlug-200 Duo adapter four stars.
In its September 2009 edition, the magazine Micro Actuel gave the Hercules USB MiniKey score of 16/20, calling it a "Must".
In June 2009, the Belgian website www.diskidee.be gave the ePlug 200-Duo four stars out of five.
In its September 2009 edition, the Italian magazine Giochi gave the Hercules HWNUM-300 key four
out of five stars.
1.2.4.2.
Webcam range
In its November 2009 edition, the magazine Ere Numérique gave the Hercules
Dualpix Exchange webcam a score of 8.5 on 10.
1.2.4.3.
Netbook range
In January 2010, the magazine Micro Actuel gave the eCAFÉ™ EC-1000W netbook a score of 15/20,
praising its "flawless economics and meticulous design".
In March 2009, the Italian magazine Quale Computer gave the eCAFÉ™ EC900 netbook four stars out of five.
In its March edition, the Spanish magazine Windows Official gave the
eCAFÉ™ EC-1000W netbook the maximum score of five stars out of five.
20
1.2.4.4.
DJing range
The magazine PC Solutions gave the Hercules DJ Control MP3 e2 a score of 8/10.
In November 2009, the PC Achat website made the Hercules DJ Console RMX its Editor's
Choice selection.
In September 2009, the Hercules Deejay Trim 4&6 received a score of 5.5 out of 6 in the German
magazine Hardbeat.
1.2.4.5.
Gaming accessories for PC and consoles
In January 2010, the
T-Freestyle NW received a score of 15/20 in the Jeux Vidéo magazine.
The American website Benchmark Reviews gave a very positive mention to the Run N’Drive Wireless
gamepad.
The Dutch website www.hardware.info gave the Ferrari F430 racing wheel a "Silver
Award" in October 2009.
The English website www.pureoverclock.com gave an award to two Ferrari gamepads,
the F1 and F430 models.
The Ferrari GT Experience received a rating of four stars out of five in the Italian
magazine Win Magazine Giochi.
The American website www.i4u.com gave the Ferrari Wireless Gamepad 430 Scuderia
Edition a score of 8.5/10.
21
1.3. KEY GROUP FIGURES AND INFORMATION BY SECTOR
1.3.1. KEY GROUP FIGURES
(in € millions)
31.12.2009
31.12.2008
31.12.2007
Sales
61.2
49.6
43.3
Current operating income
-0.9
0.5
2.8
Operating income*
-0.9
0.5
2.8
Financial income**
-3.4
-22.8
24.4
Consolidated net income
-4.5
-22.3
26.4
Income per share
-0.31 €
-1.52 €
1.82 €
Shareholders' equity
21.5
25.5
47.4
Net indebtedness (excluding MIS)***
-1.0
7.2
2.7
Current financial assets (MIS)
8.8
12.2
36.1
* After stock options.
** Financial income includes the cost of net financial indebtedness as well as other financial
expenses and revenues.
*** Cf. paragraph 5.5.7.13
1.3.2. INFORMATION BY SECTOR
1.3.2.1.

Sales breakdown
By sector of activity:
61.2
49.6
43.3
€M
46.8
Hercules
31.6
Thrustmaster
27.6
TOTAL
15.7
31.12.2007
18
14.4
31.12.2009
31.12.2008
22

By geographic zone:
European Union
(excluding France)
France
1.3.2.2.

Rest of the world
Current operating income breakdown
By sector of activity:
(in € millions)
TOTAL
31.12.2009
31.12.2008
31.12.2007
-0.6
0.0
2.2
-0.3
-0.9
0.5
0.5
0.6
23
2.8
1.4. THE WORLDWIDE INTERACTIVE MEDIA AND ENTERTAINMENT MARKET
A young thirty-something seeking to cement its identity in the French marketplace, up until 2008, the
interactive entertainment industry (consoles, console accessories, PC games and console software)
experienced continuous growth: maturing over the years, this market experienced its best year in
2008. After the record established in 2008, 2009 represented the second best year for the interactive
entertainment market, with €2.7 billion in sales (Source: www.afjv.com, 17/02/2010). In spite of good
resistance, the video game industry was similarly affected by the drop in consumer spending, resulting
in lower or sales levels from January to May 2009 (Source: www.confortique-news.com, Confortique
Magazine number 212, August/September 2009). According to GFK, the Entertainment markets
experienced a contrasting 2009, distinguished by increased sales by volume (+1.9% in relation to
2008) and a corresponding decrease in the actual sales figure (-1.8%) (Source: www.afjv.com,
17/02/2010). The decline witnessed this year, both in hardware and software, confirms the cyclical
nature of a market whose rhythm is heavily influenced by the rollout of different generations of
consoles.
The physical Entertainment market:
The market grows by 1.9% in volume
(Source: www.afjv.com, 17/02/2010)
Only the console accessories market has remained stable, clearly benefiting from the appetite
generated in the marketplace by the Wii, as well as the launch of music-oriented video games, which
have opened up the doors to a multitude of all types of accessories. Although the video game industry
experienced a slight decline in 2009, this decline in value of the market was anticipated, as it is part of
its logical trend of evolution.
(Source: Multimédia à la Une, number 152, September 2009, page 17)
All of the Group's activities are centered around the interactive entertainment sector, with the goal of
providing end users finely-honed ergonomics and new functionalities.
24
The Group deals in markets which depend both on increased access to high-speed Internet and
increased sales of game consoles:
- Digital music devices and speakers market
- WiFi and PLC market
- Webcam market
- PC market
- Netbook market
- Game consoles market
- Gaming accessories market for PC and consoles.
1.4.1. THE DIGITAL MUSIC AND SPEAKERS MARKET

MULTIMEDIA SPEAKERS
Audio is without doubt the market which has changed the most over the course of the past ten years.
The switch to digital has resulted in clearing away all established models, with the technology being
adopted en masse by users. Multimedia speakers remain a dynamic market, particularly in the 2.1
and 2.0 segments: these two categories represent engines for growth and value. Multimedia speakers
follow two trends simultaneously: that of design, and that of sound quality. The creation of added
value comes about through sound quality, aesthetics and ergonomics. One-fifth of French consumers
pay close attention to design, significantly more than Americans, but slightly less than Asian
consumers (Source: GFK France 2009, page 20).
For the digital music market, the iSuppli firm forecasts a brilliant future for digital music distributors. In
fact, thanks to the widespread rollout of high-speed Internet in the most demanding markets, demand
can only be greater, according to analysts. Thus, iSuppli forecasts that the digital music market
should total USD 14.9 billion by 2010 (Source: www.pcimpact.com, 23/11/2006).

DJING MARKET
The DJing market directly profits from this evolution, allowing all users to provide musical
entertainment at their parties using the MP3 files stored on their computers. Musical DJ creations are
being increasingly recognized by the public, as evidenced by the award received by the worldrenowned DJ David Guetta at the Grammy Awards last February.
1.4.2. THE WIFI AND PLC MARKET

WI FI
Home networking and all of the devices that are able to connect represent a very promising
ecosystem. Thus, WiFi has developed strongly over the past few years and has experienced
worldwide success, including in Europe and the French marketplace. Different standards now exist,
corresponding to different speeds and frequencies. Today WiFi remains the main solution allowing
users to get rid of wires and cables: its main advantages include ease of use, and very high data
rates. The wireless N standard now provides sufficient speeds for all type of contents, while the
improved range satisfies the majority of households. The transition to this new standard effectively
remains a new equipment cycle, which has strengthened growth since its arrival in 2008. At
September 1, 2009, the Wireless-Link Association surveyed seven large WiFi operators, with more
than eighty million connection minutes. In parallel to the development and use of WiFi, the installed
base of hotspots has also increased considerably: the number of hotspots worldwide amounted to
more than 280,000 in September 2009, according to JiWire. In Europe, the number of public hotspots
in 2009 exceeded 80,000, according to JiWire (Source: www.wirelesslink.fr, 12/02/2010). Out of 1.2
billion connections to WiFi hotspots seen worldwide in 2009 (an increase of 47% in relation to 2008),
35% were from a mobile terminal… compared with only 20% the previous year. This breakdown is set
to continue to evolve according to this trend, with In-Stat forecasting that by 2011, 50% of connections
to WiFi hotspots will be made from a mobile terminal (Source: www.pcworld.fr, 24/12/2009). WiFi
wireless connectivity will also be a sought-after functionality in mobile phones, according to studies
carried out by the ABI Research firm, based on surveys of 1000 mobile phone users in the United
States. According to ABI Research, sales of mobile phones equipped with WiFi will strongly increase
over the coming years, aided by the continued growth of the smartphone market: the research firm
therefore forecasts a volume of more than 520 million units sold by 2014. By that time, 90% of smart
phones sold will offer WiFi connectivity, and more than half of WiFi telephone owners will use this
functionality both for their personal and professional needs (Source: www.forummobiles.com,
25
02/04/2009). The Wi-Fi Alliance – which oversees the WiFi standards – is preparing a new standard,
known as WiFi Direct, allowing for the creation of a WiFi network between different devices, without
the need for a router. The first round of WiFi Direct equipment should be launched starting in mid2010 (Source: www.netactualite.info, 15/10/2009).

PLC
Today, PLC represents the easiest solution for users to extend their Internet network to all the rooms
in their home – even in the presence of thick walls, and no matter what the layout: PLC was created in
order to respond to precisely this need, using existing electrical wiring in order to extend a network
throughout the user's home. Today, more and more households are equipped with several PCs,
which most of the time share one or more printers, Internet access and/or large files. The PLC market
is increasing in size in Europe, and experiencing undeniable success: this segment now has strong
momentum, and is very promising in terms of home networking, with the advantage of being
accessible anywhere in the user's home where an electrical outlet it is available. The trend in PLC
technology is now towards the 200Mbits standard, which allows for rapid transfer of all types of files.
Volume (thousands of units)
2007
2008
2009
Value (€ millions)
2007
2008
2009
90
215
538
+138%
+150%
8
17
37
+112%
+118%
(Source: GFK 2009, page 119)
1.4.3. THE WEBCAM MARKET
Following a euphoric period of several years, the webcam market is in
decline, as the equipment rates for this technology among users are
relatively high, and most laptop and netbook PCs sold now include a
webcam: this market is therefore now more and more a market of
renewal and replacement. The business market, however, remains very
dynamic: videoconferencing levels are increasing greatly among
businesses, in order to reduce travel costs, increase productivity and
address environmental issues.
Annual market in volume
1.4.4. THE PC MARKET
The worldwide PC market ended off 2009 on a good note: computer sales experienced a clear
rebound in the fourth quarter (Source: www.01net.com, 15/01/2010). In the United States, PC sales
increased by approximately 25% in the fourth quarter of 2009 (compared to 2008), representing
sustained growth, but less than that observed in Asia. In 2009 as a whole, worldwide PC sales
increased by 2.3% according to IDC, and by 5.2% according to Gartner. Hewlett-Packard
strengthened its number one status worldwide in the fourth quarter with 21% of the market, and a 23%
increase in sales over the previous year, according to IDC (Source: www.01net.com, 15/01/2010).
Worldwide PC sales in 2009 enjoyed a 5.2% year-on-year increase to 305.8 million units, according to
a provisional assessment published on January 14, 2010 by the specialist Gartner firm. The market –
which experienced a contrasting year – benefited from strong sales during the end-of-year holiday
season, particularly in the netbooks segment. The number of PCs sold in 2009 broke the symbolic
300 million units barrier, with 306 million units sold. According to a Gartner analyst, the end-of-year
growth is related to the success of portable computers: both standard laptop PCs, and smaller
netbook models as well. According to this analyst, Windows 7 – Microsoft's new operating system
launched in autumn 2009 – did not "create additional demand, but was a good marketing tool during
holiday sales" (Source: www.memoclic.com, 15/01/2010).
26
In 2009, sales of portable computers surpassed those of desktop computers for the first time.
According to the IC Insights firm, 53% were "notebooks", while 47% were desktops (Source: Les
Echos, 27/02/2010, page 2).
The portable computer market is currently undergoing a profound change: it is no longer a multiuse
family object, but rather a personal, mobile purchase. With the netbook, French consumers
discovered true freedom of movement for their computing experience, and this has proved a hit. The
portable computer market performed very well in 2009, but is changing significantly. IDC forecasts
double-digit growth for PC sales between 2010 and 2013 (Source: www.distributique.com,
17/12/2009). The portable computer market is performing well in absolute terms: sales volumes
continue to increase at a sustained, double-digit rate: the portable computer has become an everyday
object, used by everyone. Moreover, portable computers are now multifunctional objects in homes.
In spite of 2% growth in the last quarter of 2009, the French PC market remained stable in 2009, with
10.7 million units sold (according to IDC), a number nearly identical to that seen in 2008 (Source:
http://hightech.nouvelobs.com, 21/01/2010). In 2009, nearly 97 million PCs were sold in the EMEA
zone (Europe, Middle East and Africa), representing a 5.3% decline in relation to 2008 (Source:
www.journaldunet.com, 25/01/2010). The PC market in Western Europe declined by 0.3% in the third
quarter of 2009, to 16.690 million units sold (Source: www.digitalworld.fr,13/11/2009).
EMEA zone PC market in 2009
Units delivered (in millions)
Year-on-year change in units delivered
2009 market share
1.4.5. THE NETBOOK MARKET
It's a fact: 2009 witnessed an explosion in netbook sales, with 33.3 million units sold (an increase of
103% in relation to 2008), accounting for 20% of portable computers sold worldwide over the year
(Source: www.pcworld.fr, 05/01/2010). Netbooks were the stars of 2009: the worldwide netbook
market increased by 72% during the year (Source: Le Figaro, 29/12/2009).
They represent the high-tech trend, with mass-market netbooks finally
becoming what they are meant to be: desirable, providing good battery life,
mobile and open to the world. The netbook's success can be explained in
particular by the trend amongst households towards increasing their
computer equipment, by their attractive and competitive price positioning,
as well as their resolutely modern design and reduced size.
In 2009, netbooks accounted for one out of five computers sold in France
(Source: Distribution, Ventes & Services Magazine, number 85, page 45, December 2009): the
netbook's market share has therefore become significant. More globally, the ABI Research firm
predicts that all ultra-portable mini-PCs – grouped together under the heading of Ultra-Mobile Devices
(UMD), including netbooks, Mobile Internet Devices (MID) and Ultra-Mobile PCs (UMPC) – will sell
124 million units in 2011 (Source: www.nticweb.com, 10/11/2009). Acer’s president estimates that in
2010, netbooks will account for 25% of all sales of portable PCs – or 50 million units – thereby
exceeding the forecast of the president of Acer Taiwan, for a total of 45 million units sold in 2010
(Source: www.laptopspirit.fr, 16/02/2010). According to Display Search's estimates, 39.7 million units
will be sold in 2010 (Source: www.lentreprise.com, 04/01/2010). In Gartner's analysis, the netbook
market will continue to grow regularly until 2012, to reach 50 million units sold worldwide (Source:
L’Officiel de la Distribution Informatique, number 61, September 2009, page 41).
27
1.4.6. THE GAME CONSOLES MARKET
2009 was a difficult year for game consoles: the decline with respect to consoles is due to the fact that
some models are arriving at maturity. Mainly affected are portable consoles, sales of which
decreased both in volume (-6.7% to 39.8 million units) and in value (-16% to €4.2 billion), according to
the estimates of an Idate analyst (Source: AFP, 25/01/2010). Sales of portable consoles declined
appreciably in 2009, while sales of games for home consoles increased both in volume and in value.
Eight out of ten Americans (between 12 and 17 years of age) own a game console, according to an
Internet & American Life Project study published by the Pew Research Center. Slightly more than half
(51%) of young American gamers own a portable console. Pocket-sized devices enjoy greater
success among younger users (12 to 13-year-olds): two-thirds use a DS or a PSP console. Users
between 14 and 17 turned more towards home consoles, with less than half (44%) playing on a
portable device (Source: www.commentcamarche.net, 05/02/2010).
Three major players share the game console market: SONY with PlayStation in its different versions
(PlayStation 2, PlayStation 3 and PSP); NINTENDO with its recent Nintendo DSi, as well as the
extremely successful Wii home console; and finally MICROSOFT, the last entrant in the race, with its
Xbox 360.
Still out in front on a worldwide level for Next-Generation home consoles, today Microsoft boasts a
worldwide installed base of Xbox 360 consoles of 39 million units, while Sony claims a worldwide
installed base of 33.5 million PlayStation 3 consoles (Source: www.jdli.com, 04/02/2010).
Nintendo controls approximately 51% of the console market, with all elements factored in together
(accessories, consoles, portable consoles…) (Source: http://verybadgeek.blogspot.com, 22/12/2009).
United States
Japan
28
Europe + rest of the world
(Source: www.VGChartz.com, 19/03/2010)
Console sales – Week of March 13, 2010
(Source: www.VGChartz.com, 19/03/2010)
Video game consoles sales figures at January 27, 2010
(Source: VG Chartz)
Home consoles (in millions of units)
Japan
66.39 M
US
Europe 25.49
Japan
37.51 M
US
1.24
21.58
Europe 14.69
Japan
32.17 M
9.8
31.1
US
4.68
12.53
Europe 14.96
29
Portable consoles (in millions of units)
124.89 M
56.00 M
Japan
29.68
US
44.48
Europe 50.73
Japan
13.91
US
18.89
Other
23.2
(Source: www.VGChartz.com; 27/01/2010)
1.4.6.1.

Next-Generation home consoles (NextGen)
NINTENDO WII / WII FIT
Nintendo has announced that it has sold 67 million units of its Wii console worldwide since its launch
at the end of 2006. 9.7 million units were sold in Japan, 32 million in the United States and 25.7
million in the rest of the world (Source: www.gamebible.biz, 28/01/2010).
The Wii console continues to forge ahead, becoming the fastest-selling console in Europe, breaking
the 20 million units barrier in slightly more than three years (Source: www.afjv.com, 13/01/2010).
Nintendo has announced that it has sold 6 million Wii Fit units since its launch three years ago
(Source: www.gamebible.biz, 03/12/2009).
4 million Wii consoles had been sold in France by the end of 2009, thereby reaching this level more
quickly than any other home console that had gone before it, with 20 million units sold in Europe
(Source: www.jdli.com, 14/01/2010). Thus, the Wii has proven that motion-based gaming in which
multiple users can participate can attract the greatest number of consumers.

XBOX 360
Microsoft promises that 2010 will be a very Xbox 360 year. Since its launch, the Xbox has evolved by
adding new functionalities and opening up new horizons apart from video games, with the goal of
revolutionizing the console's interface with its “Natal” 3D camera project. While the battle with Sony
rages on for a worldwide leadership in the HD consoles market, Microsoft is announcing the arrival of
new functionalities on Xbox Live in 2010, along with strong licenses. Microsoft has announced that
the Xbox 360 has broken the barrier of 10 million units sold in the Europe, Middle East and Africa
regions. According to Microsoft, the Xbox 360 will be the only console to have progressed in 2009 in
terms of sales in the EMEA regions (Source: www.gamebible.biz, 13/11/2009).
On the
Gamesindustry.biz website, Microsoft has shared some figures regarding the performance of the Xbox
360 in the United States in 2009: the console generated sales of USD 4.8 billion across the Atlantic,
including USD 1.1 billion in the month of December alone. According to Steve Ballmer, Microsoft's
CEO, the Xbox has sold more than 39 million units worldwide since its launch (Source: www.jdli.com,
19/01/2010).
The installed base of Xbox consoles in France numbered more than 1.6 million units in 2009
(Source: www.jdli.com, 05/02/2010). 2009 will have seen the arrival of innovative services, allowing
the Xbox to offer even greater entertainment possibilities.
30

SONY PS3 / PS3 80GB
With 800,000 consoles sold in 2009 for a comfortable total installed base of 2 million units in France,
the PlayStation 3's performance is progressing along the same lines as its illustrious predecessor, the
PS2… and is even set to surpass it, according to Georges Fornay, European Vice-President of Sony
Computer Entertainment (Source: www.jdli.com; 01/02/2010): the new version of the console, the PS3
Slim, was launched in September at a new price point. It has clearly had an impact on sales of this
console, as 100,000 units were sold in September, more than three times greater than the number
sold in the same period of the previous year. Since March 23, 2007 – the launch date of the
PlayStation 3 – nearly two times more PlayStation 3 consoles have been sold in France than the Xbox
360, with the cumulative sales gap between the two exceeding 400,000 units (Source: www.afjv.com,
28/12/2009).
Sony has announced that it has sold 33.5 million PlayStation 3 consoles worldwide, including 6.5
million during the fourth quarter of 2009 (+45%) (Source: www.gamebible.biz, 04/02/2010).
1.4.6.2.

Portable consoles
NINTENDO DSI / DS / DSI XL
DS
In mid-December 2009, the portable DS console, via its different versions (Nintendo DS Lite and
Nintendo DSi) marked a new step in the acceptance of video games as mass-market entertainment,
with more than 8 million units sold in French households since its launch (Source: www.afjv.com,
13/01/2010).
At the beginning of 2010, Nintendo Europe announced sales of Nintendo DS consoles in excess of 40
million units. The Nintendo DS family, which includes the Nintendo DS Lite and the new Nintendo
DSi, is the highest-selling game console in Europe; it is also the fastest-selling console, breaking the
40 million units barrier in less than five years (Source: www.afjv.com, 13/01/2010). The UK alone
accounts for one quarter of this number, while the DS was approaching 30 million units sold in Japan,
and last year surpassed the 100 million units threshold worldwide (Source: www.gamebible.biz,
05/01/2010). The Nintendo DS has therefore become the highest-selling video game platform ever in
the UK. This portable dual-screen console, which has sold more than 10 million units in this territory,
has taken the lead over the PlayStation 2 (Source: www.gamebible.biz, 10/12/2009). As of midDecember 2009, the DS had sold more than 8 million units in France. Nintendo has therefore
announced that with more than 40 million Nintendo DS consoles sold in Europe (including the DS Lite
and the new Nintendo DSi), the DS was the highest-selling console of all time in Europe (Source:
www.jdli.com, 14/01/2010).
DSi XL
Nintendo has launched its latest "portable home console" – the DSi XL – which has been available in
Europe since March 5, 2010 in two different colors (chocolate and wine red): features include goodsized screens, an improved battery providing up to 17 hours of gaming time, and specially tailored
applications. Having noted that more and more users were playing with their portable consoles at
home, Nintendo’s goal was to offer even greater gaming comfort with the Nintendo DSi XL. It comes
bundled with a stylus which truly resembles a real pen. This platform – now known as a "portable
home console" – made a very successful debut in Japan, with more than 100,000 units sold in two
days (Source: www.gamebible.biz, 14/01/2010).

SONY PSP / PSP-3000
405,000 PSP consoles were sold in France in 2009 (Source: www.jdli.com, 01/02/2010). By the end
of July 2009, the installed PSP base was more than 50 million units worldwide, with 2.2 million in
France (Source: Sony, www. jdli.com, 20/07/2009).
31
1.4.7. THE PC AND CONSOLES ACCESSORIES MARKET

WEBCAMS / SPEAKERS / WIFI
In the United States
Webcams
Volume
Value (in USD)
Speakers
Volume
Value (in USD)
January 2009
January 2010
Change
285,763
15,070,768
318,274
15,527,064
11.37%
3.02%
December 2008
December 2009
565,718
27,821,562
554,112
27,169,246
Change
-2.05%
-2.34%
(Source: NPD)
In France
PC speakers (Value in €)
TOTAL MARKET
USB webcams (Value in €)
TOTAL MARKET
WiFi routers (Volume)
TOTAL MARKET

December 2008
December 2009
3,757,208
3,949,441
December 2008
December 2009
4,042,601
2,900,901
December 2008
December 2009
12,547
14,261
% change (Dec.)
5.11%
(Source : GFK)
% change (Dec.)
-28.24%
(Source : GFK)
% change (Dec.)
13.66%
(Source: GFK)
GAMING ACCESSORIES FOR CONSOLES
In the United States
Console accessories
Volume
Value (in USD)
December 2008
25,720,066
663,887,037
32
December 2009
Change
27,630,395
7.42%
760,169,948
14.50%
(Source: NPD)
1.4.8. A DENSE COMPETITIVE ENVIRONMENT
The Group operates in international markets, and faces competition both in France and abroad: with
this in mind, it must differentiate itself by way of its policy of innovation and quality. The Group relies
on the values of its brands, which consist of offering the best possible experience to users, and works
to make its competitive advantages known, the result of its expertise in terms of Research and
Development.
In its markets, the Group has identified the following main competitors, who are foreign companies for
the most part, and each of which holds a strong position in its home territory:
Main competitors by product category
DJing
Sound cards
Webcams
PC gaming accessories
Console gaming accessories
Speakers
WiFi / PLC
Accessories for iPod
Netbooks
Numark / Vestax / M Audio / Dj tech
Creative Labs / Terratec
Labtec / Logitech / Microsoft / Philips
Logitech / Saitek / Trust
Big Ben Interactive / Logitech / MadCatz / Nintendo / Nyko / Sony
Altec Lansing / Labtec / Logitech / Philips / JBL
Belkin / DLink / Devolo / Lynksis / Netgear / SpeedLink / Buffalo
Belkin / Bose / JBL / Logitech
Acer / Asus / Dell / Fujitsu Siemens / HP / LG / Lenovo / Medion /
MSI / Packard Bell / Samsung
The Group defends its current market share by way of its diversified product lines, and its solid
international distribution network. Thus, Guillemot Corporation differentiates itself from its competitors
via attractive quality/price positioning on niche products, and through providing added value for end
consumers.
The Group’s main competitive advantage lies in its ability to innovate, thanks to efficient Research and
Development teams. The Group does not have access to data for publishing on its competitive
position for each range of products in its different markets. Its Research and Development teams
represent the true growth engine for the group, which has always focused its efforts on constantly
improving the technological innovations featured in its product lines.
1.4.9. A WORLDWIDE CUSTOMER BASE
The Guillemot Corporation Group is present in eleven countries and distributes its products across
more than 30 countries worldwide, including France, Germany, the UK, Holland, Spain, Italy, the
United States, Canada, Belgium, Hong Kong and Romania. The Group’s main distribution territory is
Europe, which accounts for approximately 90% of its sales. The Group mostly sells via specialized
wholesalers, while at the same time maintaining direct commercial relationships with its customers.
The Group’s clientele is composed mainly of wholesalers who respond directly to customers’ needs in
logistical matters (orders and centralized deliveries). These wholesalers serve most large chain
stores, superstores, multi-specialists and specialty shops with a computer department or a section for
PC and game console software, as well as all of the main online sales websites.
The Group has a wide distribution network, including:
- In Europe: Amazon, Auchan, Bartsmit, Boulanger, Carrefour, Casino, Cdiscount, Conforama, Cora,
El Corte Ingles, Eldorado, Eroski, Fnac, Game, Grosbill.com, Intertoys, LDLC.com, Leclerc,
Littlewoods, Makro, Media Markt, Micromania, Multirama, Netto, NIX Russia, NetLabs Russia Otto, PC
World, PC City, Pixmania, Plaisio, Quelle, Rue du commerce, Saturn, Sonai, Surcouf.com, Toys R Us,
Unieuro, Worten.
- In North America: Amazon.com, Buy.com, Costco, Fry’s, Future Shop, Guitar Center, J&R Computer
World, Meijer Micro Center, New Egg, Sam Ash, Tigerdirect.
33
1.5. SALES FORECAST FOR FISCAL 2010
With a crop full of many new releases in each of its product lines, the Group anticipates sustained
growth and profitability for its sales in fiscal 2010.
1.6. QUARTERLY FINANCIAL INFORMATION
On April 27, 2010, of the Group released the following press release regarding its consolidated sales
for the first quarter of fiscal 2010 (unaudited data).
SALES GROW BY 15.8% OVER Q1 2010
January 1, 2010 to March 31, 2010
(in € millions)
Hercules
Thrustmaster
TOTAL
2010
2009
Change
10.4
2.8
13.2
8.2
3.2
11.4
+26.8%
-12.5%
+15.8%
The Guillemot Corporation Group’s sales figure increased by 15.8% to €13.2 million during the first
quarter of fiscal 2010. This new growth confirms the appeal of the Group’s new product lines in its
markets: Hercules surged ahead by +26.8%, with the audio/DJing and WiFi/PLC (Power Line
Communication) sectors performing particularly well. Thrustmaster’s sales were down slightly, as a
result of weaker OEM sales over the period.

New Hercules releases
- DJing: Numerous DJing products are set to be launched, including the DJ Console MK4, which will
be available in June. This new release will be the most portable and compact mixing console for PC
and Mac with built-in audio, to accompany and facilitate the creativity of the new generations of
amateur DJs.
- WiFi/PLC: Hercules is continuing its strategy of innovation, with a line-up full of new releases: a new
range of even more competitive 200Mbps PLC solutions will allow it to expand the market. In terms of
WiFi, a new ultra-mini WiFi N key will be launched during the second quarter, thereby filling out the
Group’s high-performance WiFi range.
- eCAFÉ™ netbooks: The Group continues to develop its eCAFÉ™ ecosystem, and will unveil new,
innovative models at the end of the summer, on the cutting edge of consumers’ expectations.
- Speakers: Hercules is expanding its range of speakers with the June launch of a product designed
for mobility, and will also be releasing new high-end speakers in the autumn.

New Thrustmaster releases
- A revolutionary wheel: Thrustmaster is set to launch a new concept in racing wheels which will
revolutionize the video game experience, allowing gamers to enjoy racing games with a greater level
of realism than ever before, right in the comfort of their living room.
- The successor to the Hotas Cougar: The legendary Hotas Cougar has positioned Thrustmaster as
the benchmark brand for high-end joysticks. Its successor, the Hotas Warthog, will make a decisive
technological leap forward, with the goal of becoming the new gold standard for aerial combat fans.
- The new range of Toy Story 3 accessories: The release of the new movie Toy Story 3 is providing
Thrustmaster with the opportunity to launch an innovative range of new, Disney-licensed accessories
for the Nintendo Wii® and DS® consoles.

Financial standing at March 31, 2010
- Net indebtedness is zero (excluding Marketable Investment Securities).
- Value of MIS portfolio: €9 million.
34

Prospects
With a schedule filled with launches in each of its product lines, the Group is forecasting sustained and
profitable growth in terms of its sales for fiscal 2010.
35
1.7. GROUP ORGANIZATIONAL CHART AT APRIL 15, 2010
GUILLEMOT
BROTHERS S.A. (1)
GUILLEMOT FAMILY
67.05%
GUILLEMOT
CORPORATION S.A.
7.48%
PUBLIC
1.30%
24.17%
GUILLEMOT CORPORATION S.A.
SUBSIDIARIES
Hercules Thrustmaster SAS
Guillemot GmbH
Guillemot Ltd
Guillemot Corporation (HK) Ltd
Guillemot S.A.
Guillemot Suisse S.A.
Guillemot Srl
Guillemot Inc (2)
Guillemot Inc
Guillemot Recherche et Développement Inc
Guillemot Romania Srl
Guillemot Administration et Logistique Sarl
France
Germany
UK
Hong Kong
Belgium
Switzerland
Italy
Canada
United States
Canada
Romania
France
99.42%
99.75%
99.99%
99.50%
99.93%
99.66%
100.00%
74.89%
99.99%
99.99%
100.00%
99.96%
INVESTMENTS
Gameloft S.A.
Ubisoft Entertainment S.A.
Air2Web Inc
France
France
United States
0.09%
0.91%
0.10%
(1) 100% owned by members of the Guillemot family.
(2) The Canadian company Guillemot Inc is 74.89% owned by Guillemot Corporation S.A. and 25.11%
owned by the American company Guillemot Inc.
36
2.
GENERAL INFORMATION ABOUT THE COMPANY AND
ITS CAPITAL
2.1. GENERAL INFORMATION ABOUT THE ISSUER
2.1.1. CORPORATE NAME AND COMMERCIAL NAME
Corporate name: GUILLEMOT CORPORATION
Commercial name: GUILLEMOT
2.1.2. LEGAL FORM
Joint stock company with a Board of Directors, governed by the Commercial Code.
2.1.3. REGISTERED OFFICE
Place du Granier, BP 97143, 35571 Chantepie Cedex
At its meeting on October 1, 2002, the Board of Directors decided to transfer the company’s registered
office to a location near Rennes (Ille et Vilaine). This decision was ratified at the shareholders’
combined general meeting held on February 20, 2003 during its regular proceedings.
2.1.4. NATIONALITY
French
2.1.5. FRENCH BUSINESS REGISTRY
414 196 758 R.C.S Rennes
APE code: 4651Z
2.1.6. CREATION DATE AND DURATION
Formed on September 1, 1997 for a period of 99 years.
Expires on November 11, 2096, unless otherwise extended or earlier dissolved.
2.1.7. INCORPORATING DOCUMENT AND BYLAWS
2.1.7.1.
Company purpose (Article 3 of bylaws)
The company Guillemot Corporation’s mandate in France and abroad, directly and indirectly, is as
follows:
- The design, creation, production, publishing and distribution of multimedia, audiovisual and computer
products, particularly multimedia hardware, accessories and software,
- The purchase, sale and, in general, trading in all forms including import and export, by lease or
otherwise, of multimedia, audiovisual and computer products, including those intended for image and
sound reproduction,
- The distribution and marketing of multimedia, audiovisual and computer products via all methods,
including new communications technologies such as computer networks and online services,
- Consulting, assistance and training relating to any of the areas mentioned above,
- The involvement of the company in all operations relating to its mandate, whether in the form of the
creation of new companies, the subscription or purchase of securities or rights, mergers or otherwise.
In general, all operations relating either directly or indirectly to the aforementioned mandate or to
related or similar objectives facilitating the company’s development.
37
2.1.7.2.
General meetings
Article 14 of the bylaws specifies that “General meetings include all shareholders of Guillemot
Corporation other than the company itself. Meetings are convened and held in accordance with the
conditions stipulated in applicable legal and regulatory provisions. General meetings are held at the
company’s registered office or at any other location indicated in the meeting notification.
General meetings are presided over by the Chairman of the Board of Directors or, when unavailable,
by a Director designated by the meeting.
All shareholders have the right, upon proof of identity, to participate in general meetings, whether by
way of personal attendance, submission of a completed ballot form by post or by proxy designation.
Justification for the right to participate in general meetings is obtained by registration of the securities
held in the name of the shareholder or of the intermediary registered for his or her account pursuant to
Article L.228-1 of the Commercial Code, by the third working day preceding the meeting date at zero
hour, Paris time, either in the nominative securities registry held by the company, or in the bearer
securities registry held by an authorized intermediary.
For bearer securities, registration of the securities in the bearer securities registry held by an
authorized intermediary is certified by way of a certificate of participation delivered by said
intermediary.”
Only general meetings are authorized to make changes to the rights of shareholders and the
company’s capital; however, it should be noted that in certain cases, the general meeting may decide
to delegate its jurisdiction or powers to the Board of Directors in accordance with legal and regulatory
provisions.
2.1.7.3.
Voting rights
Article 8 of the bylaws stipulates that “A double voting right is conferred, pro rata to their percentage of
capital, upon all fully paid shares which have been held in nominative form for a period of two years or
more by the same shareholder, as recorded in the company’s register. This right is also conferred,
from the moment of issue in the event of a capital increase via capitalization of reserves, earnings or
share premiums, to registered shares freely allocated to a shareholder for old shares for which he/she
benefits from this right.”
These terms were established at the time of the company’s creation and may not be removed apart
from by way of a decision by the extraordinary general meeting, which alone is authorized to make
changes to the company bylaws.
The double voting right ceases for any shares having been subject to a bearer conversion or property
transfer. Nevertheless, the transfer by way of succession, liquidation of joint goods between spouses,
or donation between parties of a successive nature for the benefit of a spouse, does not result in the
loss of the rights acquired and does not interrupt the two year period mentioned above. This is also
the case in the event of a transfer following a merger or demerger of a shareholder company. The
merger or demerger of the company has no effect on the double voting right which may be exercised
by the beneficiary company or companies, if the bylaws of said company or companies have
established this (Article L.225-124 of the Commercial Code).
The company’s bylaws do not stipulate any limitations on voting rights.
2.1.7.4.
Allocation of net income (Article 17 of bylaws)
Net income is composed of the fiscal year’s revenues less operating expenses, depreciation and
amortization, and provisions.
The following are withdrawn from the fiscal year’s earnings, reduced by the net losses of prior years, if
applicable:
- Amounts to be allocated to reserves in accordance with applicable laws and bylaws and, in
particular, at least 5% to constitute the legal reserve fund; this withdrawal ceases to be mandatory
when the fund reaches an amount equal to one-tenth of capital and again becomes mandatory when
the legal reserve, for whatever reason, drops below this percentage.
- Amounts which the general meeting, upon recommendation of the Board of Directors, deems useful
to allocate to extraordinary or special reserves or to defer.
The balance shall be distributed to shareholders. However, in the case of a capital reduction, no
distribution can be made to shareholders whereby shareholders’ equity is, or would subsequently
become, less than the capital amount increased by reserves which the applicable laws and bylaws
deem non-distributable.
38
The meeting may, in accordance with the stipulations set out in Article L.232-18 of the Commercial
Code, recommend payment of dividends and interim dividends in full or in part through the issue of
new shares.
2.1.7.5.
Fiscal year (Article 16 of bylaws)
The company’s fiscal year begins on January 1 and ends on December 31 of each year.
2.1.7.6.
Exceeding statutory threshold levels (Article 6 of bylaws)
All shareholders acting singularly or collectively, without prejudice to the threshold levels stipulated in
Article L.233-7, paragraph 1 of the Commercial Code, whose direct capital holdings or voting rights
increase to at least 1%, or a multiple of this percentage not greater than 4% of the company’s capital,
must notify the company via registered letter with confirmation of receipt within the time limit stipulated
in Article L.233-7 of the Commercial Code.
The information stipulated in the preceding paragraph where threshold levels are surpassed by a
multiple of 1% of capital or voting rights is equally applicable when the holding of capital or voting
rights becomes less than the threshold level previously mentioned.
Failure to comply with the legal and bylaw declaration requirements regarding threshold levels shall
result in the forfeit of voting rights in accordance with the conditions set out in Article L.233-14 of the
Commercial Code, following a request registered by one or more shareholders collectively holding at
least 5% of the company’s voting rights.
2.1.7.7.
Powers of the Chief Executive Officer (extract from Article 13 of
bylaws)
Article 13 of the bylaws stipulates that the Chief Executive Officer is granted the most extensive
powers to act on behalf of the company under any circumstances. The Chief Executive Officer
exercises these powers within the scope of the company’s purpose and subject to the powers
expressly granted by law to general meetings and the Board of Directors.
2.1.8. LIQUIDATING DIVIDENDS
Liquidating dividends are divided between associates in the same proportions as their investment in
the company’s capital (Article L.237-29 of the Commercial Code).
2.1.9. CHANGE IN CONTROL
No provisions which could have the effect of delaying, deferring or preventing a change in control are
included in the company’s incorporating document, bylaws, charter or regulations.
2.1.10. IDENTIFIABLE BEARER SECURITIES
The company may at any time, in accordance with legal and regulatory provisions, have recourse to
Euroclear France with regard to the procedure for Identifiable Bearer Securities, in order to receive
detailed information on the identities of its shareholders.
2.1.11. CONSULTATION OF DOCUMENTS AND INFORMATION REGARDING THE COMPANY
Company bylaws, accounts and reports, as well as general meeting minutes, are made available for
consultation by the company.
2.2. GENERAL INFORMATION ABOUT THE COMPANY'S CAPITAL
2.2.1. CAPITAL
At December 31, 2009, the closing date of the last fiscal year, subscribed capital amounted to
€11,523,724.52, representing a total of 14,965,876 regular shares, fully paid, with a nominal value of
€0.77 each.
No changes to capital have taken place since this date.
The capital evolution chart from the creation of the company Guillemot Corporation S.A. is presented
at paragraph 4.11.3 of the Management report.
39
2.2.1.1.
Capital and voting rights breakdown at April 15, 2010
Shareholders
Number of % of capital
Claude GUILLEMOT
Michel GUILLEMOT
Yves GUILLEMOT
Gérard GUILLEMOT
Christian GUILLEMOT
Other members of the Guillemot family
GUILLEMOT BROTHERS S.A. (2)
Jointly
Treasury stock (3)
Public
TOTAL
shares
382,860
447,198
2,861
43,883
223,061
20,084
10,034,030
11,153,977
195,090
3,616,809
14,965,876
2.56%
2.99%
0.02%
0.29%
1.49%
0.13%
67.05%
74.53%
1.30%
24.17%
100.00%
% of voting
rights (1)
2.65%
3.16%
0.02%
0.19%
1.38%
0.08%
78.10%
85.59%
0.00%
14.41%
100.00%
(1) Voting rights exercisable at general meetings. Members of the Guillemot family and the company Guillemot Brothers
S.A. benefit from double voting rights attached to some of their shares.
(2) 100% controlled by the Guillemot family.
(3) Treasury stock shares without voting rights.
The company Guillemot Brothers S.A. and members of the Guillemot family exercise joint control over
the company Guillemot Corporation S.A. No particular measures have been taken in order to ensure
that this control is not exercised in an abusive manner.
To the company’s knowledge, no other shareholder holds more than 5% of capital and voting rights
apart from those indicated in the table above. The company does not have access to studies on
identifiable bearer securities, allowing it to provide an indication regarding the number of its
shareholders or on the breakdown of capital between individual shareholders or institutional investors,
or between residents and non-residents.
No employee share ownership exists in the sense of Article L.225-102 of the Commercial Code.
At April 15, 2010, the number of treasury stock shares held amounted to 195,090 and represented
1.30% of the company's capital, the company having – since January 1, 2010 – purchased 213,790
shares and disposed of 275,925 shares within the context of a liquidity contract. No shares have been
canceled since January 1, 2010.
The information stipulated in the second paragraph of Article L.225-211 of the Commercial Code is set
out in paragraph 4.11.2 of the Management report.
2.2.1.2.
Shareholding evolution over the past three years
Shareholders
Number
At 31/12/2009
of
%
% of Number
At 31/12/2008
of
%
voting
% of
At 31/12/2007
Number
%
voting
shares
of capital
rights (1)
shares
of capital
shares
of capital
rights (1)
Claude GUILLEMOT
382,860
2.56%
2.66%
382,860
2.56%
2.62%
282,860
1.89%
2.24%
Michel GUILLEMOT
447,198
2.99%
3.17%
447,198
2.99%
2.81%
347,198
2.32%
2.44%
2,861
0.02%
0.02%
2,861
0.02%
0.02%
282,861
1.89%
2.24%
43,883
0.29%
0.19%
43,883
0.29%
0.18%
3,883
0.03%
0.02%
Yves GUILLEMOT
Gérard GUILLEMOT
Christian GUILLEMOT
rights (1) of
% of
voting
223,061
1.49%
1.38%
223,061
1.49%
1.40%
123,061
0.82%
1.01%
20,084
0.13%
0.08%
20,084
0.13%
0.08%
20,082
0.13%
0.09%
GUILLEMOT BROTHERS S.A. (2)
10,034,030
67.05%
78.29%
10,034,030
67.05%
78.49%
10,094,032
67.48%
77.29%
Jointly
11,153,977
74.53%
85.80%
11,153,977
74.53%
85.61%
11,153,977
74.57%
85.32%
257,225
1.72%
0.00%
267,164
1.79%
0.00%
230,840
1.54%
0.00%
Public
3,554,674
23.75%
14.20%
3,544,735
23.68%
14.39%
3,574,359
23.89%
14.68%
TOTAL
14,965,876
100.00%
100.00%
14,965,876
100.00%
100.00%
14,959,176
100.00%
100.00%
Other members of the Guillemot family
Treasury stock (3)
(1) Voting rights exercisable at general meetings. Members of the Guillemot family and the company Guillemot Brothers S.A.
benefit from double voting rights attached to some of their shares.
(2) 100% controlled by members of the Guillemot family.
(3) Treasury stock shares without voting rights.
Over the course of the past three years, no significant changes have taken place with regard to the
breakdown of the company's capital and voting rights.
40
2.2.1.3.
Shareholder pacts
There are no shareholder pacts.
2.2.1.4.
Crossing threshold levels
The total number of voting rights attached to shares of which the company's capital is composed,
serving as the basis for calculating threshold level excesses (theoretical voting rights), amounted to
25,320,313 at April 15, 2010.
To the company's knowledge, during the fiscal year ended December 31, 2009 and since the end of
this fiscal year, no thresholds mentioned in Article L.233-7 of the Commercial Code have been
crossed.
2.2.2. SHARE BUYBACK PROGRAM
The information required by Article L.225-211 of the Commercial Code regarding the fiscal year ended
December 31, 2009 is set out in paragraph 4.11.2 of the Management report.
A new share buyback program will be submitted to shareholders, during the during the next annual
general meeting of shareholders, with the following terms:
 Date of general meeting of shareholders, convened to authorize the new share buyback program:
May 20, 2010
 Number of securities held by the issuer (directly and indirectly) at April 15, 2010: 195,090
 Percentage of capital held by the issuer (directly and indirectly) at April 15, 2010: 1.30%
 Breakdown by objectives of securities held by the issuer at April 15, 2010:
- conservation with a view to subsequent remittance, by exchange or in payment, as part of possible
external growth operations: 187,256
- liquidity contract: 7,834
 Objectives of the new share buyback program:
- Stimulation of the market or liquidity of the security via an investment services provider, working
independently, as part of a liquidity contract in accordance with the professional ethics charter
recognized by the Autorité des marchés financiers,
- The conservation and subsequent remittance of securities, in payment or by exchange, as part of
possible external growth operations, with the stipulation that the number of securities acquired to this
effect may not exceed 5% of the securities composing the company's capital,
- Coverage for investment securities giving the holder the right to the allocation of company shares
through conversion, exercise, reimbursement or exchange,
- Coverage of stock option plans and/or any other form of share allocation for personnel and/or
Directors of the company and/or its Group,
- Cancellation of the shares acquired, subject to the adoption of a specific resolution by attendees of
an extraordinary general meeting of shareholders on a specific resolution.
 Maximum percentage of capital that the issuer proposes to acquire: 10%.
 Maximum number of securities that the issuer proposes to acquire: 10% of the total number of
shares composing the issuer's capital at whatever time, this percentage applying to capital
adjusted according to operations which may affect it subsequent to the general meeting date. As
the issuer held 195,090 shares at April 15, 2010, the maximum number it would be able to buy
back at that date amounted to 1,301,497.
 Characteristics of securities that the issuer proposes to acquire: ordinary Guillemot Corporation
shares (ISIN FR0000066722) listed on the Euronext Paris exchange (compartment C).
 Maximum unitary purchase price: €10
 Duration of buyback program: 18 months from the general meeting date (expiring on November 19,
2011).
2.2.3. DELEGATIONS OF AUTHORITY AND OF POWERS CURRENTLY VALID WITH RESPECT TO
CAPITAL INCREASES
The table summarizing the delegations of authority and of powers currently valid at December 31,
2009 with respect to capital increases, granted to the Board of Directors by the general meeting of
shareholders by application of Articles L.225-129-1 and L.225-129-2 of the Commercial Code, is set
out in paragraph 4.11.5 of the Management report.
41
Since the end of the fiscal year, the company's Board of Directors has not used any of these
delegations.
2.2.4. POTENTIAL CAPITAL
At April 15, 2010, the potential number of ordinary shares to be issued amounted to 2,031,298.
This number corresponds in full to the stock options granted by the Board of Directors under
authorization from the extraordinary general meeting of shareholders. It represents 11.95% of the
sum of the shares composing the company’s capital and these new potential shares.
At 15/04/2010
2,031,298
Potential number of ordinary shares to be issued
including in the name of Claude Guillemot
including in the name of Michel Guillemot
including in the name of Yves Guillemot
including in the name of Gérard Guillemot
including in the name of Christian Guillemot
including in the name of other members of the Guillemot family
2.2.4.1.
30,000
30,000
30,000
30,000
30,000
0
Stock option allocations

Authorization from extraordinary general meeting of November 12, 1998
The extraordinary general meeting of November 12, 1998 authorized the Board of Directors to allocate
Group personnel stock options not exceeding 100,000 shares, representing a maximum capital
increase of €152,449.02.
The Board of Directors, using this authorization, decided on November 14, 1998 to allocate stock
options on 50,000 shares to Group employees. Following the division of the security’s nominal value
in February 2000, the number of shares became 100,000. No options were allocated to executive
management. None of these stock options allocated on November 14, 1998 were exercised, and
these options were rendered null and void on November 14, 2008
Using this authorization once again, the Board of Directors decided on December 6, 1999 to allocate
stock options on 50,000 shares to Group employees. Following the division of the share’s nominal
value in February 2000, the number of shares became 100,000. No options were allocated to
executive management. None of these stock options allocated on December 6, 1999 were exercised,
and these options were rendered null and void on December 6, 2009.

Authorization from extraordinary general meeting of December 21, 2000
The combined general meeting of December 21, 2000 authorized the Board of Directors to allocate
increase of €76,224.51.
The Board of Directors, using this authorization, decided on April 17, 2001 to allocate stock options on
28,000 shares to Group employees. No options were allocated to executive management. No stock
options have been exercised to date.
Using this authorization once again, the Board of Directors decided on April 18, 2001 to allocate stock
options on 72,000 shares to Group employees. No options were allocated to executive management.
No stock options have been exercised to date.

Authorization from extraordinary general meeting of February 15, 2002
The combined general meeting of February 15, 2002 authorized the Board of Directors to allocate
increase of €154,000.
42
Using this authorization, the Board of Directors decided on November 4, 2002 to allocate Group
personnel stock options on 199,998 shares. No options were allocated to executive management. No
stock options have been exercised to date.

Authorization from extraordinary general meeting of February 20, 2003
The combined general meeting of February 20, 2003 authorized the Board of Directors to allocate
Group personnel stock options not exceeding 2,000,000 shares, representing a maximum capital
increase of €1,540,000.
Using this authorization, the Board of Directors decided on September 1, 2003 to allocate Group
personnel stock options on 459,000 shares. No options were allocated to executive management. No
stock options have been exercised to date. 6,700 stock options have been exercised to date, all of
which were exercised during the fiscal year ended December 31, 2007.
Using this authorization, the Board of Directors decided on February 22, 2006 to allocate stock options
to employees of the Group’s French companies on 433,000 shares, 75,000 of which were allocated to
executive management. No stock options have been exercised to date.
to employees of the Group’s foreign companies on 246,000 shares. No options were allocated to
executive management. No stock options have been exercised to date.

Authorization from extraordinary general meeting of June 15, 2006
The combined general meeting of June 15, 2006 authorized the Board of Directors to allocate stock
options not exceeding 1,000,000 shares, representing a maximum capital increase of the €770,000, to
executive management and/or employees of the company and/or of the companies stipulated in
Article L225-180 of the Commercial Code.
on a total of 383,000 shares to certain employees and Directors of the Group’s French companies.
75,000 options were allocated to company Directors, each of whom must retain nominal ownership of
5% of the shares resulting from the exercise of options until the termination of their duties at the
company. No stock options have been exercised to date.
to certain employees of the Group’s foreign companies on a total of 217,000 shares. No options were
allocated to executive management. No stock options have been exercised to date.
2.2.4.2.
Stock option plan history
st
General meeting date
Board of Directors meeting date
Total number of shares available for subscription, of which:
- by company Directors
- by the ten highest-allocated employees
First option exercise date
Option expiration date
Subscription price (in €)
Exercise terms
Number of shares subscribed to
- during the fiscal year ended 31/12/2009
- during the fiscal year begun 01/01/2010
Stock options canceled or nullified
Remaining stock options
1 plan
12/11/98
14/11/98
96,466
0
20,000
27/11/03
14/11/08
16.76
0
96,466
0
43
nd
2 plan
12/11/98
06/12/99
100,000
0
22,000
06/12/04
06/12/09
36
0
0
0
100,000
0
rd
th
3 plan
4 plan
21/12/00
21/12/00
17/04/01
18/04/01
28,000
72,000
0
0
2,520
6,160
17/04/05
18/04/02
17/04/11
18/04/11
29
29
- 25% per yr.
0
0
0
0
0
0
0
0
28,000
72,000
th
5 plan
15/02/02
04/11/02
199,998
0
199,998
04/11/06
04/11/12
1.36
0
0
0
0
199,998
th
6 plan
20/02/03
01/09/03
459,000
0
218,000
01/09/07
01/09/13
1.83
6,700
0
0
0
452,300
Option expiration date
Exercise terms
- during the fiscal year ended 31/12/2009
- during the fiscal year begun 01/01/2010
Stock options canceled or nullified
2.2.4.3.
th
7 plan
20/02/03
22/02/06
433,000
75,000
157,500
22/02/10
22/02/16
1.74
0
0
0
0
433,000
th
8 plan
20/02/03
22/02/06
246,000
0
82,000
22/02/08
22/02/16
1.77
1/3 per yr.
0
0
0
0
246,000
th
9 plan
15/06/06
18/02/08
383,000
75,000
200,000
18/02/12
18/02/18
1.91
0
0
0
0
383,000
th
10 plan
15/06/06
18/02/08
217,000
0
130,000
18/02/10
18/02/18
1.91
1/3 per yr.
0
0
0
0
217,000
Stock options allocated and subscribed to since January 1, 2010
No stock options have been allocated or subscribed to since January 1, 2010.
2.2.5. BONUS SHARES
The information is set out in paragraph 4.15.3 of the Management report.
Moreover, no bonus shares have been allocated since the start of the fiscal year on January 1, 2010.
2.2.6. SHAREHOLDER COMMITMENTS
There are no shareholder commitments.
2.2.7. CAPITAL PLEDGES
There are no capital pledges.
2.3. DIVIDEND DISTRIBUTION POLICY
Guillemot Corporation S.A. plans to distribute dividends to its shareholders so long as the economic
conditions for distribution are met.
No dividends have been distributed since the creation of the company.
2.4. IMPORTANT CONTRACTS
To the company’s knowledge, there are no important contracts giving rise to an obligation or important
commitment for the Group as a whole, apart from those entered into within the context of normal
business.
2.5. COMPANY STOCK EXCHANGE INFORMATION
Guillemot Corporation S.A. is listed on the “Euronext Paris” exchange (Compartment C).
ISIN code
Market capitalization at December 31, 2009
Market capitalization at April 15, 2010
: FR0000066722
: 18,707,345.00 €
: 45,496,263.04 €
44
2.5.1. INFORMATION ON GUILLEMOT CORPORATION SHARES
Month
Total
security
Daily average
Opening price
Monthly
Monthly
security volume on the last day
high
low
traded of the month (€)
price (€)
11,838
1.67
2.02
7,691
1.63
1.77
25,030
1.40
1.64
3,134
1.35
1.40
2,445
1.21
1.34
4,116
1.07
1.24
11,077
1.30
1.38
9,243
1.27
1.44
4,803
1.26
1.34
4,927
1.21
1.24
18,055
1.32
1.43
20,511
1.34
1.49
38,151
1.49
1.57
9,457
1.27
1.43
16,497
1.22
1.32
17,513
1.30
1.47
60,763
1.51
1.76
39,896
2.06
2.23
115,505
2.96
3.07
(Source: Euronext)
price (€)
1.50
1.55
1.27
1.20
1.15
0.94
1.06
1.19
1.16
1.15
1.10
1.19
1.35
1.22
1.14
1.23
1.34
1.46
2.11
transactions
Oct-08
272,279
Nov-08
153,823
Dec-08
525,647
Jan-09
65,832
Feb-09
48,903
Mar-09
90,553
Apr-09
221,540
May-09
184,865
Jun-09
105,673
Jul-09
113,333
Aug-09
379,169
Sep-09
451,250
Oct-09
801,174
Nov-09
198,614
Dec-09
362,948
Jan-10
350,260
Feb-10
1,215,269
Mar-10
917,629
Apr-10 (1)
1,039,548
(1) from April 1 to 15, 2010
2.5.2. GUILLEMOT CORPORATION SHARE PRICE EVOLUTION
3,5
3
2,5
2
1,5
1
0,5
45
14/04/2010
31/03/2010
17/03/2010
03/03/2010
17/02/2010
03/02/2010
20/01/2010
06/01/2010
23/12/2009
09/12/2009
25/11/2009
11/11/2009
28/10/2009
14/10/2009
30/09/2009
16/09/2009
02/09/2009
19/08/2009
05/08/2009
22/07/2009
08/07/2009
24/06/2009
10/06/2009
27/05/2009
13/05/2009
29/04/2009
15/04/2009
01/04/2009
18/03/2009
04/03/2009
18/02/2009
04/02/2009
21/01/2009
07/01/2009
24/12/2008
10/12/2008
26/11/2008
12/11/2008
29/10/2008
15/10/2008
01/10/2008
0
3.
RISK FACTORS
The Group has carried out a review of the risks which could have a significant unfavorable effect on its
activities, its financial standing or its results, and is of the opinion that there are no other significant
risks than those set out below.
3.1. RISK LINKED TO SECTOR OF ACTIVITY
Guillemot Corporation operates within the mainstream PC and video game console domain, sectors
which are sensitive to changes in electronic microprocessor and telecommunications technologies, to
competition and seasonal fluctuations.
3.1.1. TECHNOLOGICAL RISK
Guillemot Corporation uses the latest technologies to manufacture its product ranges, each product
employing different types of technologies.
The Group’s Research and Development engineering teams monitor technological developments
closely to ensure that the Group’s upcoming products incorporate the most up-to-date features.
Research and Development teams based in North America and in Romania, aided by the Group’s
technological watch center in Hong Kong, are in constant direct contact with the market’s major
players (Microsoft®, Intel®, AMD and the development studios of major gaming software publishers).
Nevertheless, rapid changes in technology may result in the obsolescence of certain products,
translating into depreciation risks on inventories of these products.
3.1.2. PROCUREMENT RISK
3.1.2.1.
Dependence on certain suppliers
The risk of dependence upon suppliers varies according to the technical nature of the product.
The Group has maintained regular business relationships with a good number of its suppliers over
many years, and represents an attractive sales opportunity for them.
Nevertheless, the Group is not completely sheltered from changes in the commercial policies of the
creators of technologies, who may in some cases reserve the use of these technologies for some of
their other customers. Moreover, the extension of procurement times for components may result in
significant production delays.
3.1.2.2.
Company alliances and concentration
The interactive entertainment market has witnessed alliances and buyouts among its players in recent
years.
In the event of a change in control of one of its suppliers, Guillemot Corporation’s position in these
markets allows it to anticipate alternative procurement sources.
3.1.3. INDUSTRY COMPETITION RISK
The Group has operated in this market for many years and has developed a strong reputation with
both distributors and consumers. The Group is exposed to strong competition, and must constantly be
vigilant as to the competitiveness of its product lines. Its competitors are located around the world.
The originality and performance of Guillemot’s products provide for favorable comparisons with those
of its competitors, as illustrated by the numerous awards and first-place rankings the company has
received based on comparative testing in the specialist press in Europe and the United States. A lack
of competitiveness could impact upon the Group's results and its levels of business.
3.1.4. COMPUTER/GAME CONSOLE MANUFACTURERS COMPETITION RISK
Following their purchase, some consumers supplement their computer’s configuration according to the
activities for which they plan to use it. Hercules hardware and Thrustmaster accessories in stores
respond to these customers’ needs. Nonetheless, some manufacturers may decide to include highperformance peripherals in their computers, thereby reducing the potential market. Some game
console manufacturers limit access to technologies allowing for compatibility with their consoles,
thereby constraining the Group's access to these markets and resulting in the potential obsolescence
of certain products.
46
3.1.5. BUSINESS SEASONALITY RISK
The Guillemot Corporation Group carries out approximately 50% of its annual activities between
September and December. The Group employs the services of subcontractors in order to operate
successfully at increased manufacturing and distribution levels during that period. Working capital
requirements caused by these seasonal fluctuations are financed by way of short and medium-term
funding. Strong variations in terms of seasonality could result in inventory issues.
3.2. INDUSTRIAL AND ENVIRONMENTAL RISK
The Group has not evaluated these risks, as it does not have its own production site.
manufacturing is carried out by subcontractors.
Product
3.3. MARKET RISK
Market risks (rates, Forex, shares and credit) are set out in paragraph 4.6.1 of the Management
report.
3.4. LIQUIDITY RISK
Liquidity risks (cash position, acceleration clauses) are set out in paragraph 4.6.2 of the Management
report.
3.5. PROCUREMENT AND PRICE RISK
These risks are set out in paragraph 4.6.3 of the Management report.
3.6. LEGAL RISK
These risks are set out in paragraph 4.6.5 of the Management report.
3.7. OTHER RISKS
3.7.1. RISK LINKED TO PRODUCT SALES AND MARKETING METHODS
The Group’s clientele is made up mainly of wholesalers who respond directly to the needs of
customers in matters of logistics (centralized orders and deliveries). The top client accounts for 9% of
consolidated sales, with the Group’s top five customers accounting for 34% and the top ten accounting
for 51% of consolidated sales.
The amount of unrecovered matured receivables relating to the Group's top ten customers amounted
to €770K at December 31, 2009.
Nevertheless, exacting selection of customers contributes to reducing customer risk.
The Group uses a credit insurance company to insure the risk of unmet payments (cf. paragraph
5.5.7.6).
3.7.2. COUNTRY RISK
This risk is set out in paragraph 4.6.4 of the Management report.
3.7.3. OPERATIONAL ASSETS RISK
The Guillemot Corporation Group owns all of the assets required for its successful operation.
3.7.4. CHANGES IN REGULATIONS RISK
The Group has taken steps to conform to the following directives: RoHS (Restriction of Hazardous
Substances), WEEE (Waste Electrical and Electronic Equipment), and REACH (Registration,
Evaluation, Authorization and Restriction of Chemicals).
47
3.7.5. RISK INSURANCE AND COVERAGE
The Group has subscribed to insurance for the main identified risks.
The Group holds insurance policies covering civil liability, for amounts of €4 million or €8 million,
depending on the type of accident. The other insurance policies cover its buildings, installations,
vehicles and inventories. Buildings located in France are insured at their replacement cost value of
€6.2 million, and merchandise for €6.5 million. The Group also has policies on transported
merchandise, in order to provide protection against major incidents which may affect the flow of
goods. Transported merchandise is insured for sea or air imports (by boat or by airplane) or in the
case of overland shipments (by truck) for a value of €765,000, and no delivery may exceed this
amount.
48
4.
MANAGEMENT REPORT
Ladies and Gentlemen,
We have summoned you to a general meeting, pursuant to legal, regulatory and statutory provisions,
in order that you may examine the financial statements for the fiscal year ended December 31, 2009,
and to provide you with an account of the activities of the Guillemot Corporation Group and of its
parent company for said fiscal year.
The financial statements, reports or other documents and information stipulated by applicable
legislation have been communicated to you or made available to you within the legal time limits.
4.1. ACTIVITIES AND RESULTS
Guillemot Corporation designs and manufactures interactive entertainment hardware and accessories,
offering a wide range of diversified products under the Hercules and Thrustmaster brand names.
Active in this field since 1984, the Guillemot Corporation Group is currently present in eleven countries
including France, Germany, the UK, the United States, Spain, Holland, Belgium, Hong Kong,
Romania, Canada and Italy, and distributes its products throughout more than thirty countries
worldwide. The Group’s mission is to provide high-performance, ergonomic products which maximize
the enjoyment of digital interactive entertainment end users.
4.1.1. STANDING OF THE COMPANY, ITS GROUP AND ITS ACTIVITIES DURING FISCAL 2009
Hercules has consolidated its double-digit progress over the year in most of its product lines: the new
products launched in the fourth quarter have achieved very good sales in stores, accelerating
inventory rotation in its distribution channels.
4.1.1.1.
Hercules

Standard Hercules ranges:
The WiFi/networking, speakers and DJing product ranges have experienced significant growth over
the period. Despite good progress in terms of market share, the webcam range nevertheless remains
in very slight decline. The integration of new high-performance models within these product lines
should generate continued growth.

Hercules netbooks:
The new generation of netbooks launched starting in September has achieved its objectives:
establishing the eCAFÉ™ range in a profitable manner in the entry level and mid-range mass-market
segments, with the EC-900 and EC-1000W models. The market will continue to expand in 2010, with
growth forecast at more than 19%, according to the Display Research firm. The Group is developing
new, innovative models in order to reinforce its presence in these segments.

Hercules OEM:
A worldwide first, in the form of a webcam for Nintendo's Wii® console: the Hercules OEM segment
has contributed to growth during the fourth quarter, thanks to the launch of the very first webcam for
Nintendo's Wii console, developed by the Group and bundled with the "Your Shape™" from Ubisoft®.
This highly innovative project, taken up in partnership with Ubisoft for its game, has allowed Hercules
to develop a webcam dedicated to the Wii console as a worldwide first. The webcam tracks and
allows for viewing of the gamer's movements, offering a new level of ergonomics and unprecedented
realism on this console.
4.1.1.2.
Thrustmaster
Thrustmaster's standing over the year proved contrasting, with sales of accessories for PC showing
strong growth, and console and OEM accessories in decline. Accessories for committed gamers have
achieved good sales, while console accessories were affected by the slowdown in the casual gaming
market over the year. New products for PC (gamepads, joysticks, racing wheels) have allowed the
brand to capture new market share with respect to hard-core gamers, buoying its position among the
leading companies in this segment.
With the signature of the Disney license, the Group has strengthened its casual gaming products, and
aims to return to strong sales dynamics in this important segment. The Ray Gun, the first product
launched under this license, has met with great success, and bodes well for the potential of this
partnership in 2010.
49
4.1.2. RESULTS OF COMPANY AND GROUP ACTIVITIES
Guillemot Corporation’s consolidated financial statements for the fiscal year ended December 31,
2009 are broken down as follows:
In € millions
Sales
Operating income*
Financial income**
Consolidated net income
Base earnings per share
Shareholders’ equity
Net indebtedness (excluding MIS)***
Current financial assets (MIS)
31/12/2009
61.2
-0.9
-0.9
-3.4
-4.5
€-0.31
21.5
-1.0
8.8
31/12/2008
49.6
0.5
0.5
-22.8
-22.3
€-1.52
25.5
7.2
12.2
* After stock options.
** Financial income includes the cost of net financial indebtedness, as well as other financial expenses and revenues.
*** Marketable Investment Securities are not taken into account in calculating net indebtedness (cf. paragraph 5.5.7.13).
Consolidated annual sales for fiscal 2009 amounted to €61.2 million, an increase of 23.4% in relation
to the previous fiscal year. Current operating income amounted to €-0.9 million, compared with a gain
of €0.5 million at December 31, 2008. It should be noted that Research and Development costs were
fully accounted for as expenses during the fiscal year. Financial income of €-3.4 million includes
revaluation losses of €3.3 million on current financial assets (MIS), composed of Ubisoft Entertainment
and Gameloft securities. Fiscal year net income stood at €-4.5 million, compared with €-22.3 million in
2008. Current financial assets amounted to €8.8 million at December 31, 2009, and are composed of
Ubisoft Entertainment and Gameloft securities.
Net indebtedness was nil, and the Group had net cashflow of €1.0 million, plus a portfolio of Ubisoft
Entertainment and Gameloft securities with a market value of €8.8 million at December 31, 2009.
Shareholders' equity went from €25.5 million to €21.5 million. This evolution is linked mainly to the
loss in value of the portfolio of Ubisoft Entertainment and Gameloft securities held by the Group.
4.1.2.1.

Sales breakdown
By sector of activity
(in € millions)
31.12.2009
31.12.2008
31.12.2007
Hercules
Thrustmaster
TOTAL
46.8
14.4
61.2
31.6
18.0
49.6
27.6
15.7
43.3

By geographic zone
(in € millions)
France
European Union (excluding France)
Other
TOTAL
4.1.2.2.
31.12.2009
31.12.2008
31.12.2007
25.3
28.0
7.9
61.2
22.0
22.2
5.4
49.6
18.6
20.9
3.8
43.3
Operating income breakdown by activity
(in € millions)
31.12.2009
31.12.2008
31.12.2007
Hercules
Thrustmaster
TOTAL
-0.6
-0.3
-0.9
0.0
0.5
0.5
2.2
0.6
2.8
50
4.1.3. PROGRESS MADE AND DIFFICULTIES ENCOUNTERED
Fiscal 2009 was distinguished by the continued growth of the Group's activities, and by two halves of
the year which contrasted greatly in terms of operating income.
Among the main progress achieved, the launch of many very competitive new products in the second
half of the year resulted in the generation of a strong sales dynamics for Hercules products, and
allowed for a return to good operational profitability at the end of the year. The Group has continued
to win market share in most of its Hercules product lines over the period.
The Hercules OEM segment developed and launched the very first webcam for Nintendo's Wii console
during the year. This highly innovative project, carried out in partnership with Ubisoft for its "Your
Shape™" game, allowed the brand to develop a dedicated webcam for the Wii console as a worldwide
first, and position the Group as a major player for these types of partnership agreements.
A variety of important factors impacted upon operating income: high inventory levels at the beginning
of the period, particularly in terms of netbooks, required concerted promotional activities; these
activities, combined with a higher dollar value at the time this merchandise was purchased, had a
significant impact on margin rates during the year's first half.
4.1.4. BUSINESS EVOLUTION ANALYSIS
The Group's sales were 23.4% higher than the previous fiscal year, the main engines for this good
performance being the success of the Hercules DJing, eCAFÉ, speakers and WiFi/PLC product
ranges, and the OEM segment.
Current operating income for 2009 amounted to €-0.9 million, compared with a gain of €0.5 million at
December 31, 2008. It should be noted that Research and Development costs were fully accounted
for as expenses over the fiscal year.
Financial income of €-3.4 million includes revaluation losses of €3.3 million on current financial assets
(marketable investment securities), composed of Ubisoft Entertainment and Gameloft securities.
Net income stood at €-4.5 million, compared with €-22.3 million at December 31, 2008.
Inventory at year end amounted to €9.8 million, compared with €15.3 million at December 31, 2008.
In the current economic context, the Group's financial standing is solid. The Group is not using all of
its authorized lines of credit, and no bank has reduced its commitments over the period.
The Group's had positive cashflow of €1.0 million at December 31, 2009 (not including marketable
investment securities), compared with net indebtedness of €7.2 million at December 31, 2008 (cf.
paragraph 5.5.7.13).
Moreover, the Group holds a share portfolio worth €8.8 million (valued at its fair value on December
31, 2009, cf. paragraph 5.5.7.4), to be used if needed to finance its investments.
4.1.5. FORESEEABLE EVOLUTION AND FUTURE PROSPECTS
The Group is building its future with constant attention paid to innovation, in markets offering attractive
prospects.
With this in mind, the Group's objectives for 2010 are the following:
- Maintaining a strong level of innovation and differentiation in its different product ranges,
- Optimizing the positioning of the new ranges of netbooks in synergy with the Group's other product
lines,
- Continuing to grow its activities in North America and other export countries, including Russia in
particular.
4.2. RESEARCH AND DEVELOPMENT ACTIVITIES
From the design of products orchestrated by the Production Director, in collaboration with engineers,
project heads and marketing teams, Research and Development is an essential component of the
Group’s growth. Ideas are inspired by new technologies, market trends (consumer demand, changes
in the high-tech market base and interactive entertainment software, competitors’ activities), as well as
marketing opportunities. For example, all Thrustmaster PC accessories are designed to be installed
and used with a single software installation utility which includes drivers and a universal interface.
The Group relies on a development strategy based around the following axes:
- Cultivating expertise and providing unique solutions,
- Having a portfolio of key technologies thanks to major advantages in terms of differentiation.
51
In 2009, the Group devoted €3.6 million to its Research and Development spending, representing 6%
of consolidated sales.
R&D spending evolution
5
€4M
4
€3.6M
€3.2M
3
2
€2.5M
€1.7M
1
0
2005
2006
2007
2008
2009
In 2009, an emphasis was placed on the following developments:

eCAFÉ™ netbooks
The Research and Development teams developed an exclusive software suite, allowing for
optimization of use of the new EC-900 and EC-1000 netbooks launched in the second half of 2010.

DJing
In terms of audio products, the Research and Development teams developed the DJ Console MK4
and the DJ control MP3 e2 in terms of DJ entertainment equipment over the course of the year, along
with the Deejay Trim 4&6, a USB audio interface specially designed for professional and
semiprofessional DJing.

Webcams
The Research and Development teams design the Hercules Dualpix Emotion, a high-definition
webcam with autofocus, as well as the Hercules Dualpix HD 720p for Notebooks, equipped with a
completely novel attachment and multi-positioning system.
Research and Development efforts also resulted in the launch of a webcam for Nintendo's Wii console
as a worldwide first, allowing for tracking and viewing of the gamer's movements, and offering a new
level of ergonomics and unprecedented realism on this console.

WiFi/PLC
Work by the Group's Research and Development teams allowed for the release of Hercules WiFi N
and G USB mini-keys, the smallest WiFi keys available on the market upon their launch. The
development of PLC technology resulted in the launch of a new range of PLC adapters, allowing users
to convert any electrical outlets in their home into Internet connection points.

Speakers
Research and Development efforts allowed for the release of the new Slim range of speakers,
featuring ultra-slim satellites allowing for perfect integration with the style of today's computers.

PC and console accessories
In terms of accessories, the Group's Research and Development teams worked on developing new
technologies, with the launch of new Ferrari-licensed racing wheels, and the development of a range
of accessories for Nintendo Wii and DSi.
4.3. INVESTMENT POLICY
The Group's investment policy, in place for several years, consists of building added value and solid
foundations by way of ongoing Research and Development investments.
Moreover, the Group regularly studies potential opportunities for external growth.
52
4.4. SIGNIFICANT CHANGES TO FINANCIAL OR COMMERCIAL STANDING
SINCE THE END OF THE FISCAL YEAR
No significant changes with regard to the Group’s financial or commercial standing have occurred
since the fiscal year-end date.
4.5. SIGNIFICANT EVENTS SINCE THE END OF THE FISCAL YEAR
There have been no significant events since the end of the fiscal year.
4.6. MAIN RISKS TO WHICH GUILLEMOT CORPORATION IS EXPOSED
4.6.1. MARKET RISKS
4.6.1.1.
Rate risk
At December 31, 2009, the Group had fixed-rate loans in the amount of €3,238K, and variable-rate
loans worth €981K.
A 1% increase in interest rates, taken on an annual basis and considering the outstanding amount at
December 31, 2009 (the amount of variable-rate financial liabilities) would have an impact of a €42K
increase in expenses. At December 31, 2009, the Group held no rate coverage contracts.
4.6.1.2.
Forex risk
As all of the major players in the multimedia industry conduct transactions in US dollars, there is no
competitive advantage between one manufacturer and another translating into increased market
share. As a result of the indexation of sale prices to dollar cost prices by all players in the industry,
sale prices are either increased or decreased as a function of overall cost prices, where market
dynamics permit.
The main currency for hardware and accessory purchases is the US dollar. In the United States,
Canada and all other countries outside of Europe, the transaction currency is also the US dollar. In
Europe, the Group sells mainly in euros. Rapid currency variations and dips in the value of the US
dollar in particular may result in lower sale prices for the Group’s products and consequently impact
on the value of merchandise inventories. Conversely, a strong and rapid increase in the value of the
US dollar over the second half of the year would not allow the Group to offset this increase in full on
the sale prices of its products, given the seasonal nature of the company’s activities, and could result
in a temporary impact on gross margins.
It should be noted however that at the time of its orders, the Group purchases a portion of dollars in
cash or on a forward basis in order to cover the Forex risk linked to a possible increase in the value of
the dollar.
The Group’s currency assets and liabilities at December 31, 2009 were as follows (figures are
provided for non-covered assets, meaning those susceptible to currency variations):
Currency amounts susceptible to positive or negative fluctuations:
(In €K)
Assets
Liabilities
Net pre-adjustment position
Off-balance-sheet position
Net post-adjustment position
USD
10,718
13,246
-2,528
1000
-1,528
GBP
212
4
208
0
208
A 10% increase in the US dollar rate considered on an annual basis and at the amount outstanding at
December 31, 2009 (amount of currency exposed to Forex variations) would result in an increase in
financial expenses of €106K.
The impact of Forex variations on other currencies is insignificant.
53
Forex effect linked to subsidiaries' currency conversion:
With all subsidiaries using their local currency for operations, the impact on shareholders' equity is
€+162K.
4.6.1.3.
Share risk
The net value of listed securities in the company’s portfolio at December 31, 2009 amounted to
€8,810K.
Inventory of listed securities held at December 31, 2009
Inventory of portfolio securities
Market
Number of securities
Market value (in €K) (1)
at 31/12/09
863,874
8,570
68,023
240
Total
8,810
(1) The rate employed is equal to the rate on the last day of the month of December 2009 (Ubisoft Entertainment: €9.92;
Gameloft: €3.53).
Gameloft S.A.
Euronext Paris
Euronext Paris
Changes in the stock market value of shares held have an impact on the Group’s results. For 2010, a
10% decrease in the value of Ubisoft shares (in relation to the price at December 31, 2009) would
have an impact of €-857K on financial income.
A 10% decrease in the value of Gameloft shares (in relation to the price at December 31, 2009) would
have an impact of €-24K on financial income.
At March 11, 2010, the Ubisoft Entertainment share’s closing price was €9.21, representing a
decrease of 7% in relation to the price at December 31, 2009, and resulting in the posting of
revaluation loss of €613K in the Group's consolidated financial statements at this date.
4.6.1.4.
Credit risk
Credit risk represents the risk of financial loss in the event whereby a client does not meet its
contractual obligations. The Group has access to credit insurance to deal with this risk. The number
of customers is relatively low, as a result of the Group’s dealings with wholesalers. In some cases, the
Group is obliged to grant additional credit where coverage is judged to be particularly ill-suited.
4.6.2. LIQUIDITY RISKS
The company has undertaken a specific review of its liquidity risks, and considers that it is able to
meet its future payment obligations.
4.6.2.1.
Cashflow risk
The Group's net indebtedness is nil, with net cashflow of €1.0 million, in addition to a portfolio of
Ubisoft Entertainment and Gameloft securities with a market value of €8.8 million at December 31,
2009.
The Group's indebtedness at December 31, 2009 is broken down as follows:
Type of security issued or loan
Lending institution loans
Medium-term bank debt
Bank overdrafts and currency advances
Other
Total (in €K)
4.6.2.2.
Fixed Variable
rate
rate
3,230
937
4
39
4
5
3,238
981
Overall line
amount
4,167
4
39
9
4,219
Settlement
year
2010-2012
2010
2010
2010
Acceleration clauses
At December 31, 2009, loans covered by acceleration clauses amounted to €625K.
The agreements to be respected are the following:
- Ratio of net indebtedness / shareholders’ equity < 1
- Ratio of net indebtedness / EBITDA* < 3.5 (* cf. Glossary at section 10)
- Ratio of net indebtedness / cashflow* < 3 (* cf. Glossary at section 10)
These agreements were respected at December 31, 2009.
54
Coverage
No
No
No
No
Overruns at the end of other fiscal years have had no impact on current contracts. The Group has
always respected the due dates of contracts and the banks involved with particular conditions have
maintained their commitments.
4.6.3. SUPPLY AND PRICE RISK
A shortage of components or a resulting extension of supply timeframes may compel the Group to
purchase its primary materials at higher prices if it has to obtain them from suppliers other than those
in its normal supply network. This could have an effect of delaying the production of certain products,
thereby delaying deliveries as well. Each week, the Group reviews production planning in order to
detect any potential delays, and thereby minimize the impact on production.
4.6.4. COUNTRY RISK
Sales in Asia and South America are insignificant. Thus, the Group’s exposure to any worsening of
the economic climate in these regions is mitigated.
Partner subcontractors located in Asia undertake the core of the Group’s manufacturing.
Regional conflicts could impact upon the Group's supplies.
4.6.5. LEGAL RISKS
4.6.5.1.
Litigation
There are no governmental, legal or arbitration proceedings, including all proceedings of which the
company is aware, whether in abeyance or with which it is threatened, which may have or have had a
significant effect on the company and/or the Group's financial standing or profitability over the past
twelve months.
4.6.5.2.
Intellectual property
The Group’s brands are mainly registered with the Office for Harmonisation in the Internal Market in
Europe, the United States Patent and Trademark Office in the United States and the Canadian
Intellectual Property Office in Canada.
The Group protects the aesthetic features of its products (shapes and/or designs) by registering, for
the most part, common designs and models with the Office for Harmonisation in the Internal Market.
The technical innovations of products designed by the Group are protected mainly by patents
registered in France with the Institut National de la Propriété Industrielle (National Industrial Property
Institute) and/or in Europe with the European patent office.
Prior to registering a brand or a common design and model, the Group carries out or commissions
research based on its requirements, in order to verify the availability of the brand, design or model in
question. For patents, the Group carries out priority research, or commissions priority research based
on its requirements.
However, the company cannot guarantee that proceedings will not be taken against it. Costs related
to defense or payment of damages and interest in the event of an unfavorable outcome for the Group
could have negative consequences in terms of the Group’s activities and financial standing.
55
4.7. GUILLEMOT CORPORATION GROUP SUBSIDIARIES AND INVESTMENTS
4.7.1. GUILLEMOT CORPORATION GROUP ORGANIZATIONAL CHART AT DECEMBER 31, 2009
GUILLEMOT
BROTHERS S.A. (1)
GUILLEMOT FAMILY
67.05%
PUBLIC
GUILLEMOT
CORPORATION S.A.
7.48%
1.72%
23.75%
SUBSIDIARIES
Hercules Thrustmaster SAS
Guillemot GmbH
Guillemot Ltd
Guillemot Corporation (HK) Ltd
Guillemot S.A.
Guillemot Suisse S.A.
Guillemot Srl
Guillemot Inc (2)
Guillemot Inc
Guillemot Recherche et Développement Inc
Guillemot Romania Srl
Guillemot Administration et Logistique Sarl
France
Germany
UK
Hong Kong
Belgium
Switzerland
Italy
Canada
United States
Canada
Romania
France
99.42%
99.75%
99.99%
99.50%
99.93%
99.66%
100.00%
74.89%
99.99%
99.99%
100.00%
99.96%
INVESTMENTS
Gameloft S.A.
Air2Web Inc
France
France
United States
0.09%
0.92%
0.10%
(1) 100% owned by members of the Guillemot family.
(2) The Canadian company Guillemot Inc is 74.89% owned by Guillemot Corporation S.A., and 25.11%
owned by the American company Guillemot Inc.
4.7.2. PURCHASES OF INVESTMENTS AND DISPOSALS OF INVESTMENTS
No investments have been purchased or sold during the fiscal year ended December 31, 2009.
4.7.3. ACTIVITIES OF THE PARENT COMPANY AND OF ITS MAIN SUBSIDIARIES
4.7.3.1.
The parent company
Guillemot Corporation S.A., the Group’s parent company, markets Hercules and Thrustmaster brand
hardware and accessories to the Group’s customers, apart from certain North American customers
who are supplied directly by the Canadian subsidiary, Guillemot Inc.
The company owns the Hercules and Thrustmaster brands, and is responsible for the marketing
investments the brands require.
The company takes charge of and centralizes all billing for its products in all countries (except for
North America). Product sales and marketing are carried out by specialized wholesalers in each
country, in order to reduce the number of billing and delivery points.
56
Product manufacturing is handled by subcontractors chiefly located in Asia. The company provides its
subcontractors with models, the main components (which it purchases directly from technology
suppliers), and specific tools, in some instances.
The company holds virtually all securities of the Group’s consolidated companies (there are no
minority interests in the consolidated companies).
Guillemot Corporation’s Directors manage the Group’s subsidiaries.
The company holds the Group’s main financial means (shareholders’ equity, debenture and bank
debt, banking facilities). It arranges current account advances for subsidiaries with financing
requirements.
4.7.3.2.
Sales and marketing subsidiaries
Sales and marketing subsidiaries are responsible for promotional, marketing and sales activities in the
countries in which they are located, as well as their spheres of influence. The Group controls sales
and marketing companies in France, Germany, the UK and Italy, and distributes its products across
more than thirty countries worldwide.
Moreover, Hercules Thrustmaster SAS is a designer of interactive entertainment accessories for PC
and consoles, as well as interactive entertainment hardware for PC. It manages development projects
and marketing initiatives, as well as purchasing and sales functions for product lines.
4.7.3.3.
Research and Development subsidiaries
Research and Development subsidiaries are responsible for designing and creating the products
marketed by the Group.
The Group has three Research and Development entities: Hercules Thrustmaster SAS, based in
France; Guillemot Recherche et Développement Inc, in Canada; and Guillemot Romania Srl, in
Romania. The Group also has a technology watch center in Asia.
Research and Development spending amounted to €3.6 million for the 2009 fiscal year, representing
6% of consolidated sales.
Research and Development costs are accounted for as expenses.
Development costs are accounted for as fixed assets where certain conditions have been met:
- The technical feasibility for completion of the intangible fixed asset so that it can be used or sold,
- The intent to complete the intangible fixed asset and use or sell it,
- The ability to use or sell it,
- The probability that future profits can be linked to this asset,
- The current or future availability of technical, financial or other resources required for carrying out the
project,
- The ability to measure spending linked to this asset in a dependable way during its developmental
phase.
Currently, development costs are accounted for as expenses, as very short product cycles and a
variety of projects common to several product lines do not allow the Group to individualize
development costs.
The Research and Development workforce accounts for 40% of the Group’s employees.
4.7.3.4.
Other subsidiaries
The company Guillemot Administration et Logistique Sarl, based in France, is responsible for the
packaging and shipping of products. It is also in charge of maintenance and development of tools and
computer systems, as well as the Group’s accounting, financial management and legal secretariat.
4.8. INFORMATION ON FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2009
4.8.1. THE GROUP'S CONSOLIDATED FINANCIAL STATEMENTS
4.8.1.1.
Changes made to the presentation of financial statements or to
evaluation methods
No changes have been made to the presentation of financial statements or to evaluation methods.
57
4.8.1.2.
Statement of income
During the fiscal year, the Group posted consolidated sales of €61,248K, excluding taxes.
The main operating expenses were purchases consumed for €33,039K. External charges totaling
€11,125K were mainly composed of transportation, publicity and marketing expenses.
Personnel expenses amounted to €8,879K, and depreciation and amortization provisions to €3,019K.
Taxes amounted to €387K, and other revenues and expenses to €-732K.
Current operating income amounted to €-862K.
Operating income amounted to €-862K.
The net gearing cost stood at €204K, while other financial revenues and expenses totaled €-3,210K,
including disposal and revaluation losses of €3,343K on Ubisoft Entertainment and Gameloft shares
held.
After taking these elements into account, along with the tax charge of €219K, the Group’s net deficit
was €4,495K.
Base income per share was €-0.31.
4.8.1.3.
Balance sheet
Non-current assets are composed of net excess fair market values for €888K, net intangible fixed
assets for €3,758K, net tangible fixed assets for €3,890K, and financial assets for €158K.
Current assets include the following elements:
- Inventories have a net value of €9,833K, taking into account inventory provisions of €2,079K.
- Trade accounts receivable amounted to a net value of €13,095K, taking into account a provision of
€176K for doubtful customers.
- The other receivables entry has a net value of €2,384K and mainly relates to tax receivables on
added value and advance payments receivables.
- Financial assets amounted to €8,841K, and the cash and cash equivalents entry to €7,362K.
- Income tax assets stood at €74K.
Shareholders’ equity amounted to €21,507K.
Non-current liabilities amounted to €4,152K, including €1,787K in loans.
Current liabilities amounted to €24,624K, including €2,432K in loans.
58
Cashflow linked to activities is broken down as follows:
Net income of integrated companies
+ Depreciation, amortization and provisions allowance
- Depreciation, amortization and provisions recovery
-/+ Latent gains and losses linked to changes in fair value
+/- Expenses and revenues linked to stock options
-/+ Net gain/loss on disposals
Deferred tax change
Cashflow after cost of net financial debt
Cost of net financial debt
Cashflow before cost of net financial debt
Cashflow Forex adjustment
Working capital requirements change
Net cashflow linked to activities
Cashflow linked to investment activities
Cash outflow and inflow on tangible and intangible fixed assets
Cash outflow and inflow on financial fixed assets
Net cashflow linked to investment activities
Cashflow linked to financing activities
Capital increase or cash contribution
Debt issuance
Shareholders' current account reimbursement
Debt repayments
Other cashflow linked to financing activities
Total cashflow linked to financing activities
Forex adjustment impact
Cashflow change
Net cashflow at fiscal year start
Net cashflow at fiscal year end
At 31.12.09
-4,495
2,149
-19
3,343
381
0
0
1,359
204
1,563
10
7,890
9,259
-1,071
-50
-1,121
0
3,000
-456
-2,166
-6
372
29
8,539
-1,216
7,323
4.8.2. GUILLEMOT CORPORATION S.A. FINANCIAL STATEMENTS
4.8.2.1.
Changes made to the presentation of financial statements or to
evaluation methods
No changes have been made to the presentation of financial statements or to evaluation methods.
4.8.2.2.
Statement of income
During the fiscal year, the company Guillemot Corporation posted sales of €61,237K.
Total operating revenues amounted to €58,664K.
The main operating expenses were purchases consumed for €34,152K, and external expenses for
€20,858K.
External expenses are mainly composed of subcontracting services, development costs, and
transportation, advertising and marketing expenses.
Taxes and duties and personnel expenses amounted to €423K, and other expenses to €1,697K.
The amortization allowance amounted to €776K.
The allowance on provisions for current assets and for liabilities and expenses amounted to €1,018K.
Total operating revenues less all operating expenses resulted in operating income of €-260K.
Taking into account financial income of €1,368K, as well as the exceptional result of €-800K, net
income amounted to €308K.
59
Financial income is broken down as follows:
- Financial revenues from investments
- Forex differences
- Interest/financial revenues and expenses
- Income from MIS disposals
- Provisions recoveries and allowances
:
:
:
:
:
1,503
540
-442
-21
-212
€K
€K
€K
€K
€K
Financial revenues from investments correspond to dividends paid by some subsidiaries of the
Guillemot Corporation S.A. Group for €1,503K.
Financial revenues are mainly composed of a €46K in current account interest and €42K cash
revenues, and €36K corresponding to the reintegration into balance sheet assets of a current account
advance, this advance having been waived by the parent company in 2004 in favor of its subsidiary
Guillemot GmbH (Germany) with a return to profits clause.
Financial expenses are mainly composed of loan and banking interest charges for €203K, and current
account interest for €189K.
Discounts granted amounted to €145K.
Net expenses on disposals of marketable investment securities in the amount of €21K correspond to
the result of the disposal of treasury stock securities within the context of the liquidity contract in effect.
Recoveries on the depreciation of securities amounted to €376K and relate to participating interests in
certain subsidiaries for €299K, and Gameloft securities for €77K. Other recoveries on provisions
correspond to provision recoveries on current account advances for a total amount of €42K, and
various recoveries for €131K.
Allowances for the depreciation of securities relate to treasury stock securities for €40K, and Ubisoft
Entertainment securities for €290K.
The company Guillemot Corporation S.A. posted a provision of €430K to cover the latent Forex risk at
the end of the fiscal year.
Exceptional income is broken down as follows:
- Revenues and expenses on management transactions
- Revenues and expenses on capital transactions
- Provisions recoveries and allowances
:
:
:
0 €K
-1,200 €K
400 €K
Recoveries on exceptional depreciation relate to recoveries following the ending of 3D Display
activities for €400K.
Exceptional expenses include an amount of €77K, corresponding to the reintegration into balance
sheet liabilities of current account debts towards founding shareholders. These current account
advances were waived by the latter in 2002, with return to profits clauses. Remaining exceptional
expenses correspond to the cancellation of debt granted to the company Guillemot K.K. (Japan) for
€1,123K.
The main performance results are as follows:
- Fiscal year production
- Added value
- Earnings before interest, tax, depreciation and amortization
4.8.2.3.
:
:
:
56,075 €K
1064 €K
642 €K
Balance sheet
Net fixed assets amounted to €12,370K. This includes €2,753K in intangible fixed assets, €2,813K in
tangible fixed assets and €6,804K in financial fixed assets.
The company has inventory with a net value of €8,869K.
Other receivables for a total amount of €2,160K include, amongst other items, current account
advances for a net amount of €614K.
60
The trade accounts receivable entry amounted to €14,103K, taking into account provisions for doubtful
customers of €76K.
At December 31, 2009, the balance of customer receivables was broken down as follows:
Customer receivables
Non-matured
(All taxes included, in €K)
Matured
Matured
Total
(less than 60 days)
(more than 60 days)
customer receivables
French customers:
- Group
- Non-Group
26
0
0
26
3,684
243
102
4,029
2,009
Foreign customers:
- Group
- Non-Group
TOTAL
243
341
1,425
6,605
1,339
170
8,114
10,558
1,923
1,697
14,178
Other receivables for a total net amount of €1,888K correspond to, amongst other items, VAT
receivables for €1,579K, including €1,017K in VAT credit reimbursement requested.
Marketable investment securities amounted to a net amount of €8,989K.
Treasury stock shares held are broken down between financial fixed assets (132,619 shares) and
marketable investment securities (124,606 shares). The net amount of these securities was €319K,
after a provision of €369K.
Shareholders’ equity amounted to €21,631K.
Debts and liabilities are broken down as follows:
DEBTS/LIABILITIES STATEMENT
(In €K)
Financial institution loans
Bonds
Medium-term bank liabilities
Trade accounts payable
Tax and social security liabilities
Other liabilities
Fixed asset liabilities
Intercompany
TOTAL
Loans entered into during the fiscal year
Repaid during the fiscal year through bond conversion
Loans repaid during the fiscal year
Loans received from individuals
At 31.12.09
4,176
0
40
29
20,132
792
2,556
35
3,782
31,542
3,000
0
2,166
0
Pursuant to Articles L.441-6-1 and D.441-4 of the Commercial Code, we hereby inform you that upon
closing of the fiscal year ended December 31, 2009, the balance of debts and liabilities with respect to
suppliers is broken down as follows, by maturity date:
Supplier debts/liabilities
Non-matured
(All taxes included, in €K)
Matured
Matured
Total
(less than 60 days)
(more than 60 days)
supplier debts/liabilities
French suppliers:
- Group
- Non-Group
969
1,317
919
3,205
3,244
29
109
3,382
Foreign suppliers:
- Group
835
184
1,255
2,274
- Non-Group
11,110
91
105
11,306
TOTAL
16,158
1,621
2,388
20,167
61
Cashflow linked to activities is broken down as follows:
(In €K)
Net income
Amortization and provisions allowances and recoveries
Net gain/loss on disposals
Operating income
Operating requirements change
Non-operating requirements change
Intangible fixed asset acquisitions
Tangible fixed asset acquisitions
Intangible and tangible fixed asset disposals
Financial fixed asset acquisitions
Financial fixed asset disposals
Subsidiary acquisitions/disposals
Capital increase or contribution
Debt issuance
Debt repayments
Net cashflow linked to financing activities
Cashflow change
Net cashflow at fiscal year-end
At 31.12.09
308
-521
0
-213
9,471
-508
8,963
-1
-947
0
-74
0
0
-1,022
0
3,000
-2,166
834
8,562
7,841
16,403
4.9. NET INCOME APPROPRIATION
Having deducted all expenses and all taxes and amortization, the financial statements presented to
you show income €307,972.69.
We recommend that this profit be assigned to the “retained losses” account.
We remind you that, pursuant to the terms of Article 243a of the General tax code, no dividends have
been distributed since the company’s creation.
4.10. NON-FISCALLY DEDUCTIBLE EXPENSES OR EXPENDITURES
Pursuant to the terms of Articles 223 quater and 223 quinquies of the Tax code, we wish to remind
you that the financial statements for the past fiscal year do not take into account expenditures not
deductible from fiscal income.
4.11. INFORMATION REGARDING GUILLEMOT CORPORATION S.A.’S CAPITAL
4.11.1. CAPITAL BREAKDOWN AT DECEMBER 31, 2009
Shareholders
At 31/12/2009
Number of
securities
At 31/12/2008
%
Number of
%
Number of
%
Number of
%
voting rights
securities
voting
(1)
rights(1)
Members of the Guillemot family (2)
1,119,947
7.48%
1,880,610
7.50%
1,119,947
7.48%
1,757,189
7.13%
Guillemot Brothers S.A. (3)
10,034,030
67.05%
19,623,060
78.29%
10,034,030
67.05%
19,357,060
78.49%
Jointly
11,153,977
74.53%
21,503,670
85.80%
11,153,977
74.53%
21,114,249
85.62%
Treasury stock
257,225
1.72%
0
0.00%
267,164
1.79%
0
0.00%
Public
3,554,674
23.75%
3,559,418
14.20%
3,544,735
23.68%
3,547,989
14.38%
Total
14,965,876 100.00%
25,063,088 100.00%
14,965,876
100.00%
24,662,238
100.00%
(1) Voting rights exercisable during general meetings. Members of the Guillemot family and the company Guillemot Brothers S.A. benefits from
double voting rights attached to some of their shares.
(2) Messrs. Claude, Michel, Yves, Gérard and Christian Guillemot, Directors of Guillemot Corporation S.A., as well as two other members of the
Guillemot family.
(3) 100% controlled by members of the Guillemot family.
At December 31, 2009, the Guillemot family Group directly and indirectly held 74.53% of capital, and
85.80% of the voting rights available for exercise during general meetings.
To the company’s knowledge, no other shareholder directly and indirectly held more than 5% of
capital.
62
During the fiscal year ended December 31, 2009, no threshold levels stipulated in Article L.233-7 of
the Commercial Code were crossed.
At December 31, 2009, there was no employee share ownership in the sense of Article L.225-102 of
the Commercial Code.
4.11.2. TREASURY STOCK
At the start of the fiscal year begun January 1, 2009, the company held 267,164 treasury stock shares.
During the fiscal year ended December 31, 2009, 383,413 shares were acquired and 393,352 shares
were disposed of as part of the liquidity contract. The company did not cancel any treasury stock
shares during the fiscal year ended December 31, 2009.
At December 31, 2008, the company held 257,225 treasury stock shares.
Number of shares registered in the company's name at December 31, 2008:
Number of shares acquired during the fiscal year ended December 31, 2009:
Average acquisition price:
Number of shares sold during the fiscal year ended December 31, 2009:
Average sale price:
Number of shares canceled during the fiscal year ended December 31, 2009:
Amount of execution fees during the fiscal year ended December 31, 2009:
Number of shares registered in the company's name at December 31, 2009:
Value of shares registered in the company's name at December 31, 2009 (valued at purchase price):
Total nominal value of shares registered in the company's name at December 31, 2009:
- for conservation with a view to subsequent remittance, by exchange or in payment, as part of
possible external growth operations:
- as part of a liquidity contract:
Number of shares used during the fiscal year ended December 31, 2009:
(sold as part of a liquidity contract)
Reallocations taken place during the fiscal year ended December 31, 2009:
Percentage of capital represented by the shares held at December 31, 2009:
63
267,164
383,413
1.26 €
393,352
1.29 €
0
0
257,225
688,377.43 €
198,063.25 €
144,187.12 €
53,876.13 €
393,352
Nil
1.72%
4.11.3. CAPITAL EVOLUTION CHART SINCE THE CREATION OF GUILLEMOT CORPORATION S.A.
Amounts are expressed in euros from September 11, 2001, the date on which capital was converted into euros.
Date
01/09/97
01/08/98
24/11/98
23/02/00
23/02/00
17/05/00
17/05/00
17/05/00
13/09/00
11/09/01
11/09/01
16/05/02
16/05/02
28/06/02
30/08/02
30/08/02
19/09/02
23/12/03
19/01/04
16/11/06
16/11/06
18/09/07
29/01/08
Transaction type
Company creation
2 for 1 split
Capital increase at public offering
Capital increase through bond conversion
2 for 1 split
Capital increase through equity warrant exercise
Capital increase through share issue
Conversion of capital into euros and removal of the
nominal value
Restoration of the nominal value and capital increase
through nominal value increase (1)
Capital increase through bond conversion (1)
Capital increase through contribution in kind (2)
Capital reduction through treasury stock cancellation (4)
Capital increase through equity warrant exercise (7)
Capital increase through equity warrant exercise (8)
Capital increase in cash (9)
Capital increase through option exercise (11)
Number of
shares
Cumulative
number of
shares
Amount of capital increase
Amount of
capital
reduction
Share
nominal
value
Share issue or
conversion or
contribution
premium
Cumulative
capital amounts
1,000,000
1,000,000
353,000
67,130
2,420,130
93,550
222
953,831
20,818
128,750
-
1,000,000
2,000,000
2,353,000
2,420,130
4,840,260
4,933,810
4,934,032
5,887,863
5,908,681
6,037,431
6,037,431
Through cash
contribution or
contribution in
kind
FRF 3,530,000
FRF 1,110
FRF 4,769,155
-
Through
conversion
Through
reserve
capitalization
FRF 671,300
FRF 467,750
FRF 104,090
FRF 643,750
-
-
-
FRF 20
FRF 10
FRF 10
FRF 10
FRF 5
FRF 5
FRF 5
FRF 5
FRF 5
FRF 5
-
FRF 98,840,000
FRF 30,152,775
FRF 21,009,922
FRF 64,420
FRF 321,206,020
FRF 4,675,409
FRF 28,915,312
-
FRF 20,000,000
FRF 20,000,000
FRF 23,530,000
FRF 24,201,300
FRF 24,201,300
FRF 24,669,050
FRF 24,670,160
FRF 29,439,315
FRF 29,543,405
FRF 30,187,155
€4,602,002.11
-
6,037,431
-
-
46,819.76
-
0.77
-
4,648,821.87
4,376
435,278
3,000,000
416,665
6,000
4,444,444
81,446
101
1,076,233
290,532
6,700
6,041,807
6,477,085
9,477,085
9,060,420
9,066,420
13,510,864
13,592,310
13,592,411
14,668,644
14,959,176
14,965,876
335,164.06
2,310,000
3,422,221.88
62,713.42
77.77
828,699.41
5,159.00
3,369.52
4,620
223,709.64
-
-
320,832.05
-
0.77
0.77
0.77
0.77
0.77
0.77
0.77
0.77
0.77
0.77
0.77
149,790.48
4,587,835.94
12,690,000
- 11,346,025
205,380
10,577,778.12
181,624.58
4,422.23
1,571,300.59
700,710.36
7,102.00
4,652,191.39
4,987,355.45
7,297,355.45
6,976,523.40
6,981,143.40
10,403,365.28
10,466,078.70
10,466,156.47
11,294,855.88
11,518,565.52
11,523,724.52
(1) At its session on May 16, 2002, the Board of Directors restored the mention of the nominal value in the bylaws to bring it to €0.77, using the authorization
granted it by the general meeting of February 15, 2002. At this same session, the Board certified the number of bonds converted into shares since the start of
the current fiscal year and certified the corresponding capital increase.
64
(2) The extraordinary general meeting of shareholders held on June 28, 2002 decided to increase capital via the creation of 435,278 new shares in
remuneration for the contribution granted by the company Guillemot Participations S.A consisting of a share of the Italian company Guillemot Srl and
representing 100% of the latter’s capital. The number of new shares was determined by the value of the contribution, equal to €4,923,000, divided by the
reference price of the Guillemot Corporation share corresponding to the average closing price over the sixty trading days preceding the general meeting date.
(3) The extraordinary general meeting of shareholders held on August 30, 2002 decided to increase capital via the creation of 3,000,000 new shares in
remuneration for the contribution granted by the company Guillemot Brothers S.A. and consisting of one million Ubisoft Entertainment securities with a total
value of €15 million; a parity of three new Guillemot Corporation shares per Ubisoft Entertainment share contributed was stipulated in the contribution contract
signed between the company and Guillemot Brothers S.A. On August 14, 2002 the Commission des opérations de bourse issued registration number E.02213 for the appendix of the Board of Directors’ report presented at the extraordinary general meeting.
(4) On August 30, 2002, following the extraordinary general meeting, the Board of Directors used the authorization granted it by the combined general meeting
of February 15, 2002 to cancel 416,665 treasury stock shares.
(5) On September 19, 2002 the Board of Directors certified the number of bonds converted into shares between May 16, 2002 and August 31, 2002.
(6) The extraordinary general meeting of shareholders held on December 23, 2003 decided to increase capital via a contribution in kind granted by the
company Guillemot Brothers SA and consisting of five million Gameloft shares.
(7) On January 19, 2004, the Board of Directors certified the number of warrants issued on December 5, 2003 and exercised during the subscription period
having expired on December 31, 2003.
(8) 100 equity warrants issued in 1999 were exercised during the fiscal year ended December 31, 2006. The equity warrants issued in 1999 were available
for exercise up until August 31, 2006. Warrants not exercised as of this date lost all of their value and were written off from Eurolist at the end of the trading
day on August 31, 2006.
(9) At its meeting on November 16, 2006, the Board of Directors decided to carry out the capital increase of €2,400,000, issue premium included, decided by
the extraordinary general meeting of shareholders held October 31, 2006. The subscription of 1,076,233 new shares was settled in full by way of
compensation with callable liquid claims held by the company Guillemot Brothers S.A.
(10) At its meeting on September 18, 2007, the Board of Directors certified the number of bonds converted between January 1, 2007 and August 31, 2007, the
bond issue’s settlement date, and certified the corresponding capital increase. 13,206 bonds were converted during this period.
(11) At its meeting on January 29, 2008, the Board of Directors certified the number and the amount of shares issued during the fiscal year ended December
31, 2007, following the exercise of stock options. 6,700 stock options were exercised during this period.
65
4.11.4. TRANSACTIONS STIPULATED IN ARTICLE L.621-18-2 OF THE MONETARY AND
FINANCIAL CODE
To the company's knowledge, the persons mentioned in Article L.621-18-2 of the Monetary and
Financial Code have not carried out any transactions on company securities during the fiscal year
ended December 31, 2009.
4.11.5. DELEGATIONS OF AUTHORITY AND OF POWERS CURRENTLY VALID WITH RESPECT TO
CAPITAL INCREASES
Hereafter is presented the summary table of delegations of authority and of powers currently valid with
respect to capital increases, granted by the general meeting of shareholders of the company Guillemot
Corporation S.A. to the Board of Directors pursuant to Articles L.225-129-1 and L.225-129-2 of the
Commercial Code.
Delegation
date
Delegation subject
Ceiling
Delegation
duration
Use over
previous
fiscal
years
Nil
Use
over
fiscal year
ended
31/12/2009
Nil
22/05/2008
Authorization granted to Board
of Directors with a view to
granting
subscription
or
purchase options on ordinary
company shares
Maximum
number
of
shares to be granted: 5%
of the number of shares of
which
the
company’s
capital is composed
38 months,
until
21/07/2011
22/05/2008
Authorization granted to Board
of Directors to proceed with the
bonus issue of ordinary
company shares to employees
and/or
Directors
of
the
company and/or of related
companies
Maximum
number
of
shares available for bonus
issue: 2% of the number
of shares of which the
company’s
capital
is
composed
38 months,
until
21/07/2011
Nil
Nil
20/05/2009
Delegation
of
jurisdiction
granted to Board of Directors
with a view to increasing
capital via the issue of ordinary
shares and/or of marketable
securities providing access to
capital or giving the right to
allocation of debt securities
(with or without preferential
subscription rights)
Maximum nominal amount
of capital increases to be
carried out: €8 million
26 months,
until
19/07/2011
-
Nil
Maximum nominal amount
of debt securities to be
issued: €15 million
20/05/2009
Delegation of authority granted Up to 10% of
to Board of Directors with a company’s capital
view to proceeding with capital
increases
in
order
to
remunerate contributions in
kind granted to the company
and composed of capital
securities or of marketable
securities granting access to
capital
the
26 months,
until
19/07/2011
-
Nil
20/05/2009
Delegation
of
jurisdiction Up
to
2%
of
granted to Board of Directors company’s capital
with a view to proceeding with
capital increases reserved for
members of a company
savings plan
the
26 months,
until
19/07/2011
-
Nil
66
4.11.6. ELEMENTS WHICH MAY HAVE AN EFFECT IN THE EVENT OF A PUBLIC OFFERING
4.11.6.1.
Structure of capital – Direct or indirect investments in the company’s
capital
This information is set out in paragraph 4.11.1.
4.11.6.2.
Exercise of voting rights and share transfers
The company's bylaws do not stipulate any restrictions in exercising voting rights attached to company
shares. The company has no knowledge of any agreement entered into between shareholders
stipulating restrictions in exercising voting rights attached to company shares.
The company's bylaws do not stipulate any restrictions in the transfer of company shares. The
company has no knowledge of any agreement entered into between shareholders stipulating
restrictions in the transfer of company shares.
Moreover, the company has no knowledge of any agreement stipulating preferential conditions for the
disposal or acquisition of shares.
4.11.6.3.
List of holders of any securities including special control rights
There are no securities including special control rights.
4.11.6.4.
Control mechanisms planned for in a potential employee share
ownership system
No control mechanisms are planned for at this time, as the company has no employee share
ownership.
4.11.6.5.
Regulations applicable to the nomination and replacement of
members of the Board of Directors
The company's bylaws do not stipulate any specific regulations in terms of the nomination or
replacement of members of the Board of Directors. Consequently, the regulations applicable in this
matter are those stipulated by law.
4.11.6.6.
Powers of the Board of Directors with respect to share issue or
buyback
The delegations of jurisdiction and of authority conferred to the Board of Directors with respect to
capital increases are set out at paragraph 4.11.5 of the Management report.
Moreover, the Board of Directors has an authorization from the general meeting of shareholders held
on May 20, 2009, allowing it to proceed with share buybacks.
The information regarding the use made by the Board of Directors of this authorization during the
fiscal year ended December 31, 2009 is set out in paragraph 4.11.2.
The terms of the share buyback program are as follows:
 Program duration: 18 months from the general meeting date (for an expiration date of November
19, 2010)
 Maximum percentage of capital authorized: 10%
 Maximum unitary purchase price: €10
 Buyback program objectives:
- Stimulation of the market or liquidity of the security via an investment services provider, working
independently, as part of a liquidity contract in accordance with the professional ethics charter
recognized by the Autorité des marchés financiers,
- The conservation and subsequent remittance of securities, in payment or by exchange, as part of
possible external growth operations, with the stipulation that the number of securities acquired to this
effect may not exceed 5% of the securities composing the company's capital,
- Coverage for investment securities giving the holder the right to the allocation of company shares
through conversion, exercise, reimbursement or exchange,
- Coverage of stock option plans and/or any other form of share allocation for employees and/or
Directors of the company and/or of its Group,
- Cancellation of the shares acquired, subject to the adoption of a specific resolution by attendees of
an extraordinary general meeting of shareholders on a specific resolution.
67
4.11.6.7.
Regulations applicable to modification of company bylaws
Only the extraordinary general meeting of shareholders is authorized to modify the company's bylaws;
with the stipulation that the general meeting may, in certain cases, decide to delegate its jurisdiction or
authority to the Board of Directors, pursuant to legal and regulatory provisions.
4.11.6.8.
Agreements stipulating compensation for members of the Board of
Directors or employees
There are no agreements stipulating compensation for members of the Board of Directors or
employees, if they should resign or are terminated without real and just cause, or if their employment
ends due to a public offering.
4.12. INFORMATION REGARDING LEGAL REPRESENTATIVES
4.12.1. ADMINISTRATIVE AND MANAGEMENT BODIES
Name/
Professional address
Functions
Appointment/renewal date
Mandate expiry date
Claude Guillemot
Chairman of the Board of Directors
September 1, 1997
Term of office set to expire
at the RGM to take place in
2012
Function expires at end of
Director’s mandate
BP 2
56204 La Gacilly Cedex
Mandate renewed on 15/06/06
September 1, 1997
Chief Executive Officer
Function renewed on 16/06/06
Michel Guillemot
BP 2
Yves Guillemot
BP 2
Gérard Guillemot
BP 2
Christian Guillemot
BP 2
Director
September 1, 1997
Executive
Managing
Business Strategy
Director, November 7, 1997
Director
September 1, 1997
Executive
Managing
Relations with video game console
and computer manufacturers
September 1, 1997
Director
Executive
Managing
Marketing Research
September 1, 1997
Director
Executive
Managing
Administration
Director, September 1, 1997
2012
2012
2012
2012
No proposal to renew the Director’s mandate of Mr. Marcel Guillemot was submitted to the general
meeting of shareholders held May 22, 2008, given that Mr. Marcel Guillemot would have reached the
age limit stipulated in the company’s bylaws during the course of a new mandate.
68
4.12.2. OTHER POSITIONS HELD AND FUNCTIONS CARRIED OUT BY MEMBERS OF
ADMINISTRATIVE AND MANAGEMENT BODIES DURING THE FISCAL YEAR ENDED
DECEMBER 31, 2009
4.12.2.1.
Family name/
Given name
GUILLEMOT
Claude
GUILLEMOT
Christian
GUILLEMOT
Yves
GUILLEMOT
Michel
GUILLEMOT
Gérard
Positions held/Functions carried out within the Group at 31/12/2009
President: Hercules Thustmaster SAS (France)
President and Administrator: Guillemot Inc (Canada), Guillemot Recherche et Développement Inc (Canada),
Guillemot Inc (United States)
Administrator: Guillemot Ltd (Great Britain), Guillemot Corporation (HK) Ltd (Hong Kong), Guillemot S.A.
(Belgium), Guillemot Romania Srl (Romania), Guillemot Srl (Italy)
Manager: Guillemot GmbH (Germany)
Manager: Guillemot Administration et Logistique SARL (France)
Administrator: Guillemot Corporation (HK) Ltd (Hong Kong), Guillemot Ltd (Great Britain), Guillemot Inc (United
States), Guillemot Inc (Canada), Guillemot Recherche et Développement Inc (Canada), Guillemot S.A. (Belgium)
Administrator: Guillemot Ltd (Great Britain), Guillemot Inc (United States), Guillemot Inc (Canada)
Administrator: Guillemot S.A. (Belgium), Guillemot Ltd (Great Britain), Guillemot Inc (United States), Guillemot Inc
(Canada)
Administrator: Guillemot Ltd (Great Britain), Guillemot Inc (United States), Guillemot Inc (Canada)
4.12.2.2.
Family name/
Given name
GUILLEMOT
Claude
GUILLEMOT
Christian
GUILLEMOT
Yves
Other positions held and functions carried out within the Guillemot
Corporation Group
Other positions held and functions carried out outside of the
Guillemot Corporation Group
Positions held/Functions carried out outside of the Group at 31/12/2009
Executive Managing Director and Administrator: Guillemot Brothers S.A. (France), Gameloft S.A. (France),
Ubisoft Entertainment S.A. (France)
Administrator: Gameloft Inc. (United States), Gameloft Iberica S.A. (Spain), Gameloft Inc. (Canada), Gameloft Ltd
(Great Britain), Gameloft Live Developpements Inc (Canada), Ubisoft Nordic A/S (Denmark), Ubisoft Sweden A/B
(Sweden), Advanced Mobile Applications Ltd (Great Britain)
Deputy Administrator: Ubisoft Norway A/S (Norway), Ubisoft Entertainment Sweden A/B (Sweden)
Chief Executive Officer: Guillemot Brothers S.A. (France)
President and Administrator: Advanced Mobile Applications Ltd (Great Britain)
Vice President: Ubisoft Holdings Inc (United States)
Executive Managing Director and Administrator: Gameloft S.A. (France), Ubisoft Entertainment S.A. (France)
Administrator: Gameloft Inc. (United States), Gameloft Iberica S.A. (Spain), Gameloft Inc. (Canada), Gameloft Ltd
(England), Gameloft Live Developpements Inc (Canada), Ubisoft Nordic A/S (Denmark), Ubisoft Sweden AB
(Sweden)
Chief Executive Officer: Ubisoft Entertainment S.A. (France)
Executive Managing Director and Administrator: Guillemot Brothers S.A. (France), Gameloft S.A. (France)
President: Ubisoft France SAS (France), Ludi Factory SAS (France), Ubisoft Books and Records SAS (France),
Ubisoft Design SAS (France), Ubisoft Graphics SAS (France), Ubisoft Manufacturing & Administration SAS
(France), Ubisoft Organisation SAS (France), Ubisoft Pictures SAS (France), Ubisoft Productions France SAS
(France), Ubisoft Simulations SAS (France), Ubisoft World SAS (France), Ubisoft World Studios SAS (France),
Tiwak SAS (France), Nadéo SAS (France), Ubisoft Finland OY (Finland)
President and Administrator: Ubisoft Divertissements Inc (Canada), Ubisoft Canada Inc (Canada), Ubisoft Music
Inc (Canada), Ubisoft Music Publishing Inc. (Canada), Ubisoft Digital Arts Inc (Canada), Hybride Technologies Inc
(Canada), Ubisoft Vancouver Inc (Canada), Ubisoft Toronto Inc (Canada), Chengdu Ubi Computer Software Co.
Ltd (China), Ubisoft Nordic A/S (Denmark), Red Storm Entertainment Inc (United States), Ubisoft Holdings Inc
(United States), Ubisoft Entertainment India Private Ltd (India), Ubi Games S.A. (Switzerland)
Manager: Ubisoft Computing SARL (France), Ubisoft Production Montpellier SARL (France), Ubisoft Production
Annecy SARL (France), Ubisoft Art Sarl (France), Ubisoft Gameplay Sarl (France), Ubisoft Market Research Sarl
(France), Ubisoft Development SARL (France), Ubisoft Editorial SARL (France), Ubisoft Support Studios SARL
(France), Ubisoft Paris Studios SARL (France), Ubisoft Castelnau SARL (France), Ubisoft EMEA SARL (France),
Ubisoft Marketing International SARL (France), Ubisoft Marketing France SARL (France), Ubisoft Operational
Marketing SARL (France), Ubisoft Counsel & Acquisitions SARL (France), Ubisoft Studios Montpellier SARL
(France), Ubisoft Production Internationale SARL (France), Ubisoft Design Montpellier SARL (France), Ubisoft
Talent Management SARL (France), Ubisoft IT Project Management SARL (France), Ubisoft Innovation SARL
(France), Spieleenwicklungskombinat GmbH (Germany), Sunflowers Interactive Entertainment Software GmbH
(Germany), Blue Byte GmbH (Germany), Ubisoft GmbH (Germany), Max Design Entertainment Software
Entwicklungs GmbH (Austria), Ubi Studios SL (Spain), Ubisoft Studios Srl (Italy), Ubisoft Sarl (Morocco), Ubisoft BV
(Netherlands)
Vice President and Administrator: Ubisoft Inc (United States)
Executive Administrator: Shanghaï Ubi Computer Software Company Ltd (China)
Administrator: Gameloft Inc. (United States), Gameloft Inc. (Canada), Gameloft Live Developpements Inc
(Canada), Ubisoft Pty Ltd (Australia), Ubisoft S.A. (Spain), Ubisoft Ltd (Great Britain), Ubisoft Entertainment Ltd
(Great Britain), Red Storm Entertainment Ltd (Great Britain), Ubisoft Ltd (Hong Kong), Ubisoft Ltd (Ireland), Ubisoft
SpA (Italy), Ubisoft KK (Japan), Ubisoft Nagoya KK (Japan), Ubisoft Norway A/S (Norway), Ubisoft Srl (Romania),
Ubisoft Singapore Pte Ltd (Singapore), Ubisoft Sweden AB (Sweden), Ubisoft Entertainment Sweden AB (Sweden),
Advanced Mobile Applications Ltd (Great Britain)
69
Family name/
Given name
GUILLEMOT
Michel
GUILLEMOT
Gérard
Positions held/Functions carried out outside of the Group at 31/12/2009
Chief Executive Officer and Administrator: Gameloft S.A. (France)
Executive Managing Director and Administrator: Guillemot Brothers S.A. (France), Ubisoft Entertainment S.A.
(France)
Manager: Gameloft Rich Games Production France SARL (France), Gameloft GmbH (Germany), Gameloft Srl
(Italy), Gameloft EOOD (Bulgaria), Gameloft S. de R.L. de C.V. (Mexico), Gameloft S.P.R.L. (Belgium), Gameloft
S.r.o (Czech Republic)
President: Gameloft Partnerships SAS (France), Gameloft Live SAS (France), Ludigames SAS (France), Gameloft
Srl (Romania), Gameloft Software (Beijing) Company Ltd (China), Gameloft Software (Shanghai) Company Ltd
(China), Gameloft Software (Chengdu) Company Ltd (China)
President and Administrator: Gameloft Inc (United States), Gameloft Inc (Canada), Gameloft Live
Développements Inc (Canada), Gameloft Ltd (Great Britain), Gameloft KK (Japan), Gameloft Company Ltd
(Vietnam), Gameloft Iberica S.A. (Spain), Gameloft Argentina S.A. (Argentina), Gameloft Private India (India),
Gameloft Co. Ltd. (Korea), Gameloft Ltd (Hong Kong), Gameloft Philippines Inc. (Philippines), Gameloft Ltd
(Singapore)
Administrator: Gameloft Australia Pty Ltd (Australia), Gameloft Ltd (Malta), Gameloft de Venezuela S.A.
(Venezuela), Chengdu Ubi Computer Software Co. Ltd (China), Advanced Mobile Applications Ltd (Great Britain)
President: Longtail Studios Inc (United States)
Executive Managing Director and Administrator: Guillemot Brothers S.A. (France), Gameloft S.A. (France),
Ubisoft Entertainment S.A. (France)
Administrator: Advanced Mobile Applications Ltd (Great Britain), Gameloft Inc. (United States), Gameloft Inc.
(Canada), Gameloft Live Developpements Inc (Canada)
4.12.3. REMUNERATION OF MEMBERS OF ADMINISTRATIVE AND MANAGEMENT BODIES
4.12.3.1.
Remuneration paid by Guillemot Corporation S.A.
Name
Claude Guillemot
Fixed remuneration
Variable remuneration
Exceptional remuneration
Director’s fees
Benefits in kind
Michel Guillemot
Fixed remuneration
Director’s fees
Benefits in kind
Yves Guillemot
Fixed remuneration
Director’s fees
Benefits in kind
Gérard Guillemot
Fixed remuneration
Director’s fees
Benefits in kind
Christian Guillemot
Fixed remuneration
Director’s fees
Benefits in kind
Total
Gross amount in euros
from 01/01/09 to 31/12/09
140,004
140,004
0
0
0
0
17,496
17,496
0
0
0
0
17,496
17,496
0
0
0
0
17,496
17,496
0
0
0
0
17,496
17,496
0
0
0
0
209,988
Gross amount in euros
from 01/01/08 to 31/12/08
90,582
90,582
0
0
0
0
29,328
29,328
0
0
0
0
29,328
29,328
0
0
0
0
29,328
29,328
0
0
0
0
29,328
29,328
0
0
0
0
207,894
Messrs. Claude, Michel, Yves, Gérard and Christian Guillemot are remunerated for their functions of
Chief Executive Officer or Executive Managing Director. The remuneration is composed of a fixed
component only.
At its meeting held on May 16, 2008, the Board of Directors decided to modify the amount of fixed
remuneration paid to the Chief Executive Officer and Executive Managing Directors from June 1,
2008. It should be noted that the amounts of fixed remuneration paid to the company’s legal
70
representatives up until that date were decided by the Board of Directors at its meeting held July 1,
2002.
Messrs. Claude, Michel, Yves, Gérard and Christian Guillemot do not have employment contracts.
To date, the Board of Directors has not yet established a remuneration committee.
No benefits were paid out during the fiscal year ended December 31, 2009, including in the form of the
allocation of capital securities, debt securities or securities granting access to capital or granting the
right to allocation of debt securities of the company or of the companies stipulated in Articles L. 228-13
and L. 228-93 of the Commercial Code.
No specific retirement benefits scheme has been put in place for the company’s legal representatives.
No commitments have been made by the company corresponding to elements of remuneration,
indemnities or benefits due or potentially due as a result of the undertaking, ending or changing of
these functions or subsequent to the same.
No remuneration has been paid by virtue of a profit-sharing plan or bonuses.
Guillemot Corporation S.A.’s legal representatives have received no remuneration on the part of other
Guillemot Corporation Group companies during the fiscal year.
4.12.3.2.
Remuneration paid by the controlling company
The company Guillemot Brothers S.A. controls the company Guillemot Corporation S.A., in the sense
of Article L.233-16 of the Commercial Code.
Gross amount in euros Gross amount in euros
Representatives
from 01/01/09 to
from 01/01/08 to
31/12/09 (1)
31/12/08 (1)
Claude Guillemot
339,996
217,331
Michel Guillemot
243,756
161,191
Yves Guillemot
24,996
33,581
Gérard Guillemot
362,496
230,456
Christian Guillemot
462,504
288,794
Total
1,433,748
931,353
(1) No variable or exceptional remuneration has been paid. No benefits have been
received.
4.13. SOCIAL AND ENVIRONMENTAL INFORMATION
4.13.1. SOCIAL INFORMATION
4.13.1.1.
Workforce information
4.13.1.1.1. Total workforce
The workforce in place at December 31, 2009 is broken down as follows:
Workforce at December 31, 2009
Permanent
Fixed-term contract
Parent company
French subsidiaries
Foreign subsidiaries
Total
5
5
0
76
75
1
90
88
2
171
168
3
For the Group's French companies, the average workforce during the fiscal year was 86.58 people.
The workforce at December 31, 2008 stood at 180 people; at December 31, 2007 the figure was 152
people.
4.13.1.1.2. Hiring
During the fiscal year ended December 31, 2009, 18 people were hired on open-ended contracts: one
in the UK, one in Hong Kong, three in France, six in Germany and seven in Romania.
Eight people were hired under fixed-term contracts during the fiscal year within the Group's French
companies.
71
4.13.1.1.3. Dismissals and grounds
Dismissals (numbering five among the Group's foreign companies) during the course of the fiscal year
were for non-economic reasons.
4.13.1.1.4. Additional hours
The number of additional hours for the Group’s French companies amounted to 1,793, with 1,427
additional hours for the Group’s foreign companies.
The vast majority of payments for additional hours corresponds to financial compensation owed for
time-recouping days not taken by employees.
4.13.1.1.5. External manpower
Recourse to temporary external manpower among the Group’s French companies during the fiscal
year accounted for 1,242 workdays (in full-time equivalence). Foreign companies are not included in
this manpower category.
4.13.1.2.
Organization of work time
All employees of companies within the Group are affected by the applicable legislation in this
category:
France :
Canada :
UK:
Hong Kong :
Romania:
Germany:
Italy:
35 hours
40 hours
40 hours
40 hours
40 hours
38.5 hours
40 hours
A legally-imposed 35-hour work week affects employees of the Group’s French companies. The
organization of this work time varies, depending on the requirements of the different fields of activity
as well as employees’ wishes, from equal daily work hours to, more frequently, a 37-hour work week
with the granting of one recap day every four weeks.
The number of employees working part-time (apart from part-time parental leave) among consolidated
French and foreign subsidiaries represented 7.6% of the workforce at December 31, 2009.
4.13.1.2.1. Absenteeism and grounds
For consolidated companies, the number of leave days during the fiscal year is broken down as
follows:
Sick days
Maternity leave
Work and travel-related accidents
Unpaid leave
Paternity leave
Other absence
Total
4.13.1.3.
Excluding
France
288.5
254
0
331.5
5
24
903
France
204
398
0
19.5
18
26.5
666
Pay
(In €)
Salary payments during the fiscal year
Payroll taxes during the fiscal year
Consolidated
foreign
subsidiaries
Total
company
Consolidated
French
subsidiaries
209,988
3,906,415
2,364,820
6,481,223
56,829
1,681,830
383,955
2,122,614
Parent
Salary changes are based on individual negotiations, according to the evolution of employees'
competencies and/or responsibilities. There were no general salary increases within Group
companies during 2009.
72
The provisions of the Labor Code relating to profit-sharing, participation and employee savings plans
are not applicable.
The company respects professional equality between its female and male employees, in terms of pay,
qualifications, classifications, professional promotions and hiring.
4.13.1.4.
Professional relations and collective agreements
Employees of two of the Group's three consolidated French companies are represented by personnel
representatives.
4.13.1.5.
Health and safety conditions
The Group’s French companies are continuing their work towards risk prevention, in particular by way
of updating a unique document, allowing the Group to define, evaluate and analyze the risks to which
employees may be exposed. In addition, it should be noted that the Group’s activities give rise to
limited professional risk.
4.13.1.6.
Training
The consolidated French companies have respected the framework defined by the regulations in this
matter, employing a policy meant to promote the adaptation of employees’ skills to the prospects for
change in the Group’s fields of activity. The number of days dedicated to training for French
consolidated companies during the fiscal year amounted to 94, compared with 78.5 the previous year.
4.13.1.7.
Employment and integration of disabled workers
One of the Group's French companies employees a worker benefiting from the obligation to employ
disabled workers. Over the fiscal year, the Group’s French companies also made use of services
offered by the Centres d’Aide par le Travail, corresponding to 1.34 units. Furthermore, the amount
contributed by the Group’s French companies during the year with a view to the professional
integration of disabled persons represented €6,946.
4.13.1.8.
Company benefits and social schemes
The Group’s companies have organized activities for their personnel, and may also participate in the
financing of social activities (cultural expeditions for employees’ children, etc.).
4.13.1.9.
Subcontracting
Subcontracting, composed in part by the use of services offered by the Centres d’Aide par le Travail
(€23,005), amounted to €29,547 over the fiscal year.
4.13.1.10.
Relations developed with associations for social integration,
educational institutions, associations for the protection of the
environment,
consumers’
associations,
and
neighborhood
populations
Student trainees are regularly taken on by different companies within the Group.
4.13.1.11.
Taking into account by foreign subsidiaries of the impact of their
activities on the regional development of local populations
Nil.
73
4.13.2. ENVIRONMENTAL INFORMATION
4.13.2.1.
Consumption of water resources, raw materials and energy –
Measures taken to improve energy efficiency and recourse to
renewable forms of energy, soil use conditions, pollution to air, water
and soil dramatically affecting the environment, noise and olfactory
pollution and waste – Measures taken to limit damage to biological
balance, to the natural environment, to protected animal and vegetal
species – Measures taken to ensure the conformity of the company’s
activities with the legislative and regulatory provisions in this field
The Group has no manufacturing site, with product manufacturing carried out by subcontractors.
The Group asks that its subcontractors comply with legislative and regulatory provisions in effect
relating to the environment, and encourages them not to use materials or substances which pose a
danger to the environment.

Resources
The Group’s facilities consist solely of office space or warehouse storage facilities. The Group’s
consumption of water and energy resources is therefore limited to common levels of consumption for
these types of premises. The Group is raising employees’ awareness regarding saving water and
electricity.
Consumption of resources by the Group's French companies:
2009
2008
Change
Water (in m3)*
756
464
62.93%
Electricity (in kWh)
308,733
338,188
-8.71%
Fuel (in liters)*
66,234
63,069
5.02%
* Premises located in the commune of Carentoir (56910)
A water leak was responsible for the increase in water consumption in 2009, compared to 2008.
The Group is currently studying the possibility of updating the heating system for its premises
occupied by the Group's French companies in the commune of Carentoir, with a view to reducing the
Group's energy consumption.
Office paper:
The Group is raising awareness among its employees regarding the reduction of their use of office
paper: it stipulates that double-sided printing be used for printouts. Moreover, certain services with
access to an electronic archival system have appreciably reduced their paper consumption levels.
Office paper consumption among the Group's French companies amounted to €4K in 2009 (or 2.5
tons), compared with €6K in 2008.

Waste
Regarding the packaging of its products, the Group is constantly optimizing the shape and size of
packaging in relation to the shape of its products, in order to limit packaging waste.
In terms of the recycling of packaging, Guillemot Corporation entrusts the collection, processing and
valuation of packaging waste to Eco-Emballages for the packaging of products put on the French
market, and to Landbell for the packaging of products put on the German market.
With respect to the batteries and storage batteries incorporated into its products, the Group entrusts
specialized companies with the collection, processing, valuation and elimination of batteries and
storage batteries put on the French (Screlec), Dutch (Stibat) and German markets (GRS).
74
Regarding electrical and electronic waste, the Group has entrusted specialized companies with the
collection, processing and valuation of products put on the French (Ecologic), Dutch (ICT-Milieu) and
German markets (Interseroh Dienstleistungs).
Additionally, waste paper, cardboard and used batteries generated at the French site are collected by
service providers with a view to their valuation.
4.13.2.2.
Assessment or certification
environmental protection
actions
undertaken
in
terms
of
4.13.2.3.
Existence within the company of internal services in charge of
environmental management issues, training and information of
employees on these issues, means dedicated to the reduction of
environmental risks, as well as the organization put in place to deal
with pollution accidents with consequences beyond the company’s
sites
Nil.
The Group has no manufacturing site, with product manufacturing carried out by subcontractors.
There are no internal environmental management services within the Group.
4.13.2.4.
Amount of provisions and guarantees allocated for environmental
risk
No provisions and guarantees for environmental risks have been made.
4.13.2.5.
Amount of compensation for environmental damages paid during the
fiscal year in execution of a court order and measures taken to repair
these environmental damages
Guillemot Corporation S.A. has made no compensation in execution of a court order on environmental
matters.
4.13.2.6.
Objectives assigned to foreign subsidiaries
The Group is raising awareness among employees of its subsidiaries in terms of reducing their use of
water, electricity and paper resources.
4.14. INDEPENDENT AUDITORS’ VERIFICATION
The Independent Auditors will inform you of their reports on the financial statements for the fiscal year
ended December 31, 2009. Their reports relate to the verification of the Group's annual and
consolidated financial statements, the justification of their assessments and the specific verifications
required by law. They will also inform you of their special report on the agreements stipulated in
Articles L.225-38 and following of the Commercial Code.
You will then be informed of the proposed resolutions.
At that point, we will open up the debate and move on to voting on the resolutions submitted for your
approval.
The Board of Directors
March 12, 2010
75
4.15. MANAGEMENT REPORT APPENDICES
4.15.1. FINANCIAL TABLE (ARTICLE R.225-102 OF THE COMMERCIAL CODE) OF THE COMPANY GUILLEMOT CORPORATION S.A.
Fiscal year
Capital at fiscal year end (in €K)
Number of ordinary shares
Number of preference shares
Maximum number of shares to be created
Through bond conversion
Through stock option exercise
Through subscription rights exercise
Fiscal year transactions and results (in €K)
Sales net of tax
Result before taxes, investments, allowances, provisions
Corporate income tax
Worker participation
Result after taxes, investments, allowances, provisions
Distributed result
Earnings per share (in €)
Result after taxes, investments before allowances and provisions
Result after taxes, investments, allowances and provisions
Dividend allocated to each share
Workforce
Average employee workforce*
Aggregate remuneration amount (in €K)
Payroll deductions and social benefits (in €K)
2009
2008
2007
2006
2005
11,524
14,965,876
0
2,031,298
0
2,031,298
0
11,524
14,965,876
0
2,131,298
0
2,131,298
0
11,519
14,959,176
0
1,634,464
0
1,634,464
0
11,295
14,668,644
0
4,016,074
2,381,610
1,634,464
0
10,466
13,592,310
0
3,770,578
2,381,610
955,464
433,504
61,237
-213
0
0
308
0
50,162
3,533
-19
0
1,823
0
43,303
4,008
-30
0
5,182
0
36,646
-2,007
-30
0
1,547
0
20,891
3,521
-105
0
-9,487
0
0
0
0
0.23
0.12
0
0.27
0.35
0
-0.14
0.11
0
0.26
-0.70
0
5
210
57
5
208
60
5
206
67
5
206
72
5
206
72
* Relates to legal representative Directors, Messrs. Claude, Michel, Yves, Gérard and Christian Guillemot, who do not have employment contracts.
4.15.2. SPECIAL REPORT ON SHARE SUBSCRIPTION AND PURCHASE OPTIONS (ARTICLE L.225-184 OF THE COMMERCIAL CODE)
No stock option plans were put in place during the fiscal year ended December 31, 2009.
No stock options granted within the context of existing option plans were exercised during the fiscal year ended December 31, 2009.
At December 31, 2009, the remaining stock options allow for the potential creation of a maximum of 2,031,298 new shares, representing 11.95% of the sum of
the securities composing the company’s capital and these new shares.
To date, the company has not put in place any share purchase option plans.
76
4.15.2.1.
Stock option plan history
Options expiry date
Exercise terms
Including during the fiscal year ended 31/12/2009
Stock options canceled or nullified during
Options expiry date
Exercise terms
Including during the fiscal year ended 31/12/2009
Stock options canceled or nullified during
1st plan
2nd plan
3rd plan
4th plan
5th plan
12/11/98
14/11/98
96,466
0
20,000
27/11/03
14/11/08
16.76
0
0
96,466
0
12/11/98
06/12/99
100,000
0
22,000
06/12/04
06/12/09
36
0
0
100,000
0
21/12/00
17/04/01
28,000
0
2,520
17/04/05
17/04/11
29
0
0
0
28,000
21/12/00
18/04/01
72,000
0
6,160
18/04/02
18/04/11
29
25% per yr.
0
0
0
72,000
15/02/02
04/11/02
199,998
0
199,998
04/11/06
04/11/12
1.36
0
0
0
199,998
6th plan
7th plan
8th plan
9th plan
10th plan
20/02/03
01/09/03
459,000
0
218,000
01/09/07
01/09/13
1.83
6,700
0
0
452,300
20/02/03
22/02/06
433,000
75,000
157,500
22/02/10
22/02/16
1.74
0
0
0
433,000
20/02/03
22/02/06
246,000
0
82,000
22/02/08
22/02/16
1.77
1/3 per yr.
0
0
0
246,000
15/06/06
18/02/08
383,000
75,000
200,000
18/02/12
18/02/18
1.91
0
0
0
383,000
15/06/06
18/02/08
217,000
0
130,000
18/02/10
18/02/18
1.91
1/3 per yr.
0
0
0
217,000
None of the stock options granted on November 14, 1998 as part of the first stock option plan have been exercised, and all of these stock options were
nullified on November 14, 2008.
None of the stock options granted on December 6, 1999 as part of the second stock option plan have been exercised, and all of these stock options were
nullified on December 6, 2009.
4.15.2.2.
Stock options granted and subscribed to during the fiscal year ended December 31, 2009
Nil.
77
4.15.3. SPECIAL REPORT ON BONUS SHARES (ARTICLE L.225-197-4 OF THE COMMERCIAL
CODE)
No bonus shares were granted to the company's legal representatives or to non-legal representative
employees during the fiscal year ended December 31, 2009, nor during previous fiscal years.
4.15.4. REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON THE PREPARATORY
AND ORGANIZATIONAL CONDITIONS FOR THE WORKINGS OF THE BOARD OF
DIRECTORS AND INTERNAL CONTROL PROCEDURES PUT IN PLACE BY THE COMPANY
(ARTICLE L.225-37 OF THE COMMERCIAL CODE)
Pursuant to the terms of Article L.225-37, paragraph 6 and following of the Commercial Code, I
present herein an account of the terms of this report, regarding the composition of and the preparatory
and organizational conditions for the workings of your Board of Directors for the fiscal year ended
December 31, 2009, the internal control and risk management procedures put in place by the
company, the scope of the powers of the Chief Executive Officer, the principles and rules used to
determine remuneration and benefits granted to the company's legal representatives, and the
participation of shareholders in general meetings.
This report has been prepared with the support of the Administration and Financial services based on
the existing internal control procedures within the Group, and I have personally followed the progress
of work. This report was approved by the Board of Directors at its meeting held on March 12, 2010.
A-
CORPORATE GOVERNANCE
The company refers to the Middlenext corporate governance code of December 2009 for listed
companies with medium and smaller-sized securities. Details regarding this code are available on the
Middlenext website (www.middlenext.com).
The Board of Directors has taken note of the elements set out in the "Points to be noted" section of the
Middlenext code.
BPREPARATION AND ORGANIZATION OF THE WORKINGS OF THE BOARD OF
DIRECTORS
1) Composition of the Board of Directors
Article 9 of the bylaws stipulates that the company may be administered by a Board of Directors
composed of between three members minimum and eighteen members maximum.
Your Board of Directors is made up of five members. It does not include an administrator designated
by employees. Your Board of Directors does not include an independent member in the sense of the
Middlenext corporate governance code, since according to the code's guidelines, a member is
considered to be independent when said member has no significant financial, contractual or family
relationship with the company, its Group or its management, which may affect the independence of its
judgment. Given the shareholding situation of the company, being mainly family-controlled, along with
the company's size, it does not appear necessary to appoint an independent member to the Board of
Directors at this time. However, it may arise that in the future, and according to the company's
development, one or more independent members could be appointed.
The list of company Directors, including the functions they perform as part of other companies, is set
out in paragraphs 4.12.1 and 4.12.2 of the Management report.
The duration of Directors’ functions is six years. Directors are always re-eligible. Each Director must
hold at least one company share and may not be more than 80 years of age.
In the course of the company's activity, Directors are appointed or renewed by the regular general
meeting of shareholders; however, in the event of merger or demerger, nomination may take place by
way of the extraordinary general meeting on operations.
When, pursuant to applicable legal and regulatory provisions, a Director is named as replacement for
another, the replacement Director is only authorized to carry out his or her duties for the duration of
the predecessor's remaining mandate.
78
A Director's duties end upon closing of the regular general meeting regarding the financial statements
for the past fiscal year, held during the year in which the Director's mandate expires.
2) Role and workings of the Board of Directors
The Board of Directors determines the guiding lines for the company's activities, and ensures their
implementation. It wields its powers within the scope of the company's business purpose, and subject
to the regulations expressly determined by law regarding shareholder meetings.
The Chairman of the Board of Directors organizes and directs the workings of the Board, providing
accounts thereof to general meetings and carrying out its decisions. The Chairman represents the
Board of Directors in its relations with third parties. The Chairman ensures the proper functioning of
the company's various bodies, and ensures that Directors are able to carry out their duties.
At its meeting held April 29, 2002, your Board of Directors decided that the duties of the Chairman of
the Board of Directors and of the Chief Executive Officer would be held by the same individual
concurrently.
Your Board of Directors approved the Internal bylaws proposal put forth by its Chairman, at its meeting
held October 31, 2007, which was then modified by the Board of Directors at its meeting held March
12, 2010. In particular, this regulation sets out the role of the Board of Directors, the guiding principles
for the workings of your Board of Directors and the duties of its members.
3) Board of Directors meetings
The Board of Directors meets as frequently as the company’s best interest dictates, a minimum of four
times per year.
Meetings of the Board of Directors take place at the company's registered office, or at any alternate
location indicated on the meeting notice. For the purposes of calculating quorum and majority, where
authorized by law, Directors are deemed to be present when participating in a Board of Directors
meeting by way of videoconferencing or telecommunications methods.
During the fiscal year ended December 31, 2009, your Board of Directors met five times. Meetings
were presided over by the Chairman. The meeting attendance rate was 96%.
Date
3/20/2009
Board of Directors meetings orders of business
Closing of accounts for the fiscal year ended December 31, 2008; Net income appropriation proposal; Decision
to be taken regarding the company's governance code; Review and approval of the draft report from the
Chairman of the Board of Directors, stipulated in Article L.225-37 of the Commercial Code; Resolutions to be
3/30/2009
4/30/2009
7/16/2009
10/30/2009
presented to annual general meeting of shareholders; Convocation of annual general meeting of shareholders.
Reimbursement of shareholders' current account advances waived with return to profits clauses.
Control of provisional management documents stipulated in Article L.232-2 of the Commercial Code and the
establishment of reports on these documents.
Decision to be taken regarding the creation of a specialized committee charged with following up questions
relating to the creation and control of accounting and financial information.
Control of periodical documents stipulated in Article L.232-2 of the Commercial Code and the establishment of
reports on these documents.
4) Convocation of Directors
Pursuant to Article 10 of the bylaws, Directors were invited via all methods, including verbally.
Independent Auditors were invited to Board meetings where the Group’s annual financial statements
were to be examined and certified, pursuant to Article L.823-17 of the Commercial Code.
5) Informing Directors
All documents and information required for the Directors’ duties were passed on to Directors or made
available to them within a sufficient period of time prior to meetings, or were provided to Directors
during the meetings themselves.
79
6) Remuneration of Directors
To date, members of the Board of Directors have received no Director's fees.
7) Specialized committees
At its meeting held July 16, 2009, the Board of Directors decided that the Board itself would carry out
the following up of questions relating to the creation and control of accounting and financial
information.
To date, no committees have been formed by the Board of Directors. However, it may arise that in the
future, and according to the company's development, one or more specialized committees could be
formed.
8) Meeting minutes
Minutes of meetings of the Board of Directors are drafted at the end of each meeting.
C-
INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES
The Group relied on the recommendations put forth by the AMF in its report published January 22,
2007, as well as the frame of reference for internal controls among listed companies.
The Group has also used the implementation guide for medium and small securities of this frame of
reference in order to facilitate reflection and communications on internal controls, and to allow the
company to identify the points of control to be improved.
1) Internal control procedures objectives
Internal controls are a company system, defined and implemented under its responsibility, aiming to
ensure:
- conformity with laws and regulations,
- the application of instructions and directions set by executive management,
- the proper functioning of the company’s internal control procedures, particularly those
contributing to the safeguarding of its assets,
- the reliability of financial information,
- and, more generally, promotion of the company’s mastery of its activities, the efficiency of its
operations and efficient use of its resources.
By contributing to preventing and mastering the risks of not meeting these objectives, the internal
control system plays a key role in the conducting and steering of different activities.
Nonetheless, internal controls cannot provide an absolute guarantee that these objectives will be met.
2) General organization of internal controls
a) Scope of internal controls
The parent company verifies the existence of internal control systems among its subsidiaries, adapting
the systems to the subsidiaries’ own features, as well as with regard to relations between the parent
company and its subsidiaries.
b) Parties charged with internal controls
The Guillemot Group’s internal controls are based on the principles of delegation, authorization and
separation of functions, translating into approval and validation procedures and processes.
The Group’s associates are made aware of the rules of conduct and integrity which are the very
foundation of the Group’s internal controls. Associates have the required knowledge in order to
establish, employ and monitor the internal control system, with respect to the objectives which have
been assigned to them.
The organization and roles of the different bodies which contribute towards internal controls are
detailed hereafter:
 The Chief Executive Officer is responsible for developing the procedures and methods
implemented in order to ensure the functioning and following of internal controls.
80
 Accounting and Financial services bring together functional services with a dual mission of
expertise and control, including:
The Group’s Management Control service provides the relevant numerical data (sales, margins,
costs, etc.) to Directors.
Its objectives are:
- Implementation of reporting, steering and decision-making tools adapted to different levels of
responsibility,
- Analysis of deviations between actual results and objectives, explanation of the causes of these
deviations with respect to operating goals and follow-up of the implementation of corresponding
corrective measures,
- Verification of the exactitude of base data and control of upkeep of accounting and financial
information systems.
The Accounting and Consolidation service has the following objectives:
- Drafting of standard and consolidated half-year and annual financial statements, respecting legal
obligations and within the time frames required by financial markets.
- Responsibility for the implementation of accounting procedures,
- Definition and control of the application of financial security procedures, respecting the principle of
separation of tasks between organizers and payers,
- Definition of the fiscal strategy, with the aid of financial advice,
- Coordination, with Independent Auditors, of the availability of information useful to their tasks.
The Treasury service
The service’s goal is to follow the Group’s cashflow levels and ensure optimal management.
The service organizes management of cashflow and decides on the use of financial resources in
relation to each financial establishment.
In order to reduce the risk of error or fraud, powers delegated are allocated to a limited number of
individuals given sole responsibility by executive management to process certain financial transactions
according to predefined thresholds and authorizations.
The Legal service
The Group has an internal legal service responsible for providing services to companies within the
Group.
This service is responsible for:
- Definition and control of the application of the Group’s contractual policies,
- Follow-up of disputes, litigation and legal risk, and interfacing with the accounting service, allowing it
to be taken into account with respect to finances,
- Following up off-balance-sheet commitments,
- Following up the Group’s different insurance contracts.
The Human Resources service
The Human Resources service is centralized at the head office level. It is responsible for the Group’s
respecting of labor codes and organizes relations with bodies representing personnel.
The Financial Communications service
The Financial Communications service distributes the information required for shareholders, financial
analysts and investors to be able to accurately assess the Group’s strategy.
The Information Systems Management service
This service in charge of the Group’s information systems manages the development of specific tools
and is involved in the selection of computer solutions. It regularly follows the progress of computer
projects and ensures their concordance with operational needs.
c) Implementation of internal controls
 Management control procedures
Business plan
Organization and planning is centralized and organized at the head office level by the Management
Control service, which establishes the principles and calendar, guides the process by unit and verifies
the strategy’s compliance with the Group’s strategy. This plan is updated on a half-yearly basis.
81
Annual budget
Operational and functional managers, in conjunction with the Management Control service, draw up
an annual budget for the coming fiscal year.
The objectives set out are subject to validation by executive management at the end of the fiscal year
prior to the reference period.
Weekly operating report
The Management Control service drafts the weekly operating report addressed to executive
management, containing the following information in particular:
- Consolidated sales,
- Gross margins,
- Costs,
- Inventory levels,
- Achievement indicators in relation to forecasts and budgets,
- Trend indicators.
Reconciliation with accounting data
Each quarter, the Management Control service reconciles accounting data in order to analyze and
rectify deviations between:
- Management commitments and actual accounting expenses,
- Methods for meeting expenses via management control and actual expenses.
This reconciliation provides analysis data by sector.
Financial forecasts
In order to carry out the forecast approach developed in budgets and reinforce the coherence of
management and treasury forecasts, the accounting service prepares the following elements:
- The simplified statement of income, allowing for the preparation of selected performance result
figures,
- The simplified balance sheet, in order to complete the income-based approach and analysis obtained
from management forecasts with an asset-based approach, allowing the Group to anticipate the
evolution of key entries such as fixed assets/investments or working capital requirements, and ensure
the reliability of the treasury approach,
- The statement of changes in financial position, allowing for work on forecast indicators.
 Commitment control procedures
Drafting, approval and following-up of contracts
The Group’s Legal service is engaged in securing and controlling commitments, in close collaboration
with executive management and operational managers.
Contract control
Before being signed by the Group, contracts are submitted to the Legal service for verification. After
contracts are signed, all original contracts are filed with the Legal service.
Purchases
The Group regularly works with the same suppliers it has used in the past. Opening of an account
with a new supplier is the responsibility of management.
The procedure in place verifies the separation of functions inside of the purchasing cycle in particular,
from orders to payment of invoices to the subsequent control of accounts.
Sales
General sales conditions are certified and reviewed on a yearly basis by the legal and commercial
services according to regulatory changes, in particular.
The solvency of customers is an ongoing concern of the Group. Thus, from management to those
responsible for customers, strict procedures are applied.
A rigorous process is established for new customers, who must obtain sufficient credit insurance
coverage before any relations are established. The following of regulations (and the following up of
debtors) is permanent and systematic and is the responsibility of both the customer accounting service
and commercial management.
82
 Asset control procedures
Fixed assets
Fixed assets are managed by the general accounting service. Regular updates are obtained from a
technical manager on the state of these assets.
Inventories
A physical inventory is carried out each year.
Following up of inflow, outflow and storage of merchandise is subject to a rigorous procedure, using a
specific, internally-developed management utility. Quantitative controls are carried out regularly for
products which move significant numbers of units.
 Treasury control procedures
Securing payments
All of the Group’s payment methods are subject to security procedures, established via contracts with
banks.
These security procedures are combined with daily banking institution-accounting
reconciliation.
The risk of internal fraud is limited, thanks to a procedure of separating tasks between the payment
order issuer and the signatory.
Liquidity risk management
The Treasury service is responsible for ensuring that the Group has constant sources of financing at
its disposal, and that these sources are sufficient to meet its needs.
To accomplish this, a monthly analysis is carried out, combined with day-to-day updating of treasury
forecasts and daily reporting to executive management regarding net cashflow.
Forex and interest rate risk coverage
Purchases of merchandise are carried out mainly in US dollars.
The Group invoices its customers mainly in euros.
As a result of the indexation of sale prices to dollar cost prices by all players in the industry, the
Group’s sales prices are either increased or decreased as a function of overall cost prices.
Consequently, it has been decided not to subscribe to Forex coverage. However, at the time of its
orders, the Group purchases a portion of dollars in order to cover the Forex risk linked to a possible
increase in the value of the dollar.
Interest rate risk is studied regularly by the Treasury service and validated by executive management.
At December 31, 2009, the Group held no Forex or rate coverage contracts.
 Financial information production and control procedures
Validation of sales figures
Each quarter, the Management Control service provides the Group’s consolidated sales figure.
Accounting of sales is ensured by the tabulations of invoicing data in invoicing software as part of
accounting systems.
Reconciliation is carried out between data obtained from management and figures from accounting.
Accounting tools
The Group uses a variety of software tools for the requirements of general accounting, cashflow
management, fixed asset management, pay and consolidation. The internal development of specific
management tools allows the Group to optimize its requirements.
Analysis and control procedures
Recurring accounting events are regularly recorded using dedicated accounting software, ensuring
optimal productivity and security based on a plan of homogeneity of recorded information.
The principle of separating tasks is applied at the accounting service level, in order to avoid the risk of
error or fraud.
Great attention is paid to the security of computer data and processing (physical and software
protection of access, safeguards, computer back-ups, etc.).
Access rights are managed centrally allowing for secure handling of companies’ information and data,
as well as the authorization and issuing of payments.
All balance sheet and statement of income entries are analyzed in comparison to the previous fiscal
year, and all deviations are justified in the interest of controlling the risk of fraud or error.
83
Closing of accounts procedures
A presentation is given by the Accounting service to members of executive management regarding the
closing of accounts, a procedure also subject to joint analysis of inventory postings in conjunction with
the Management Control service. The posting of provisions is subject to a precise analysis of the risks
to the operational and/or functional services involved, by the Legal service and, if need be, by outside
advisors.
The drafting of the consolidated financial statements is carried out internally by the Consolidation
service, which is responsible for the updating of consolidation parameters, as well as the preparation
and drafting of statutory statements pursuant to IFRS standards. The main controls carried out by the
Consolidation service relate to the controls regarding subsidiaries’ returns and statements, the
reviewing of adjusted control reports following consolidation processing and control of consolidation
analysis reports.
Relations with Independent Auditors are organized as follows:
- A meeting prior to the closing of accounts provides for the establishment of a calendar and the
organization of proceedings, and also allows for validation of the main accounting options,
- A summarization meeting is organized with the participation of members of executive management
following the closing of accounts, allowing company officials to take note of any remarks put forth by
the Independent Auditors regarding the company’s financial statements or consolidated financial
statements.
Financial statements are then presented to the Chairman of the Board of Directors, before being
approved by the Board.
Financial communications
The Chief Executive Officer and Executive Managing Directors are the main players involved in
communicating financial information to the markets.
The Communications and Legal services are also authorized to communicate financial information.
Financial communications are drafted using financial and accounting reports, reference documents
and press releases as their raw material.
These documents are validated by the various services involved: Legal, Accounting, Consolidation,
Human Resources, and the whole is then validated in turn by executive management.
Finally, the reference document is submitted to the Autorité des Marchés Financiers (AMF).
Financial information is sent out via email and telephone, as well as by post.
Financial information is also provided by way of financial information notices published in a business
financial daily with national circulation, as well as through press releases available on the Guillemot
Group website (texts are available in both English and French on the website).
d) Drafting of accounting and financial information for shareholders
The internal control procedures set out in this report regarding the drafting and processing of
accounting and financial information for shareholders, as well as those ensuring conformity with
generally accepted accounting principles, are organized by members of executive management, who
then delegate tasks to be carried out by the Administration and Financial services and oversee their
execution.
e) Conclusion
The Guillemot Group’s internal control procedures are constantly evaluated, allowing them to be
updated and evolve in order to take into account modifications in terms of legislation and regulations
applicable to the Group and its activities, amongst other factors.
The main actions undertaken in 2009 were:
- The implementation of antifraud and security procedures in warehouses,
- Strengthening of procedures for selecting and evaluating new customers and suppliers.
For 2010, the main projects relate to:
- The implementation of self-evaluation questionnaires, aiming to identify possible areas of
weakness within operational bodies, and strengthen the culture of internal controls,
- At the IT level, with respect to plans regarding the recovery and continuity of activities, the
Group's goal is to switch to virtual servers in 2010: in the event of any incident, this would
allow for a return to normal activities in a very short timeframe, and would provide enhanced
security.
It is the opinion of the Chairman of your Board of Directors that the measures in place provide for the
maintenance of effective internal controls.
84
D-
POWERS OF CHIEF EXECUTIVE OFFICER
To date, the Board of Directors has made no limitations in terms of the particular powers granted to
your company’s Chief Executive Officer, other than those prescribed in the bylaws and by law.
E-
PARTICIPATION OF SHAREHOLDERS IN GENERAL MEETINGS
The conditions for the participation of shareholders in general meetings are set out in Article 14 of the
bylaws, quoted as follows: “General meetings include all shareholders of Guillemot Corporation other
than the company itself. Meetings are convened and held in accordance with the conditions stipulated
in applicable legal and regulatory provisions. General meetings are held at the company’s registered
office or at any other location indicated in the meeting notification. They are presided over by the
Chairman of the Board of Directors or, when unavailable, by a Director designated by the meeting.
All shareholders have the right, upon proof of identity, to participate in general meetings, whether by
way of personal attendance, submission of a completed ballot form by post, or by proxy designation.
Justification for the right to participate in general meetings is obtained by registration of the securities
held in the name of the shareholder or of the intermediary registered for his or her account pursuant to
Article L.228-1 of the Commercial Code, by the third working day preceding the meeting date at zero
hour, Paris time, either in the nominative securities registry held by the company, or in the bearer
securities registry held by an authorized intermediary.
For bearer securities, registration of the securities in the bearer securities registry held by an
authorized intermediary is certified by way of a certificate of participation delivered by said
intermediary.”
It is further stipulated that shareholders may only be represented at a general meeting by their spouse
or by another shareholder.
FPRINCIPLES AND REGULATIONS EMPLOYED TO DETERMINE REMUNERATION OF
COMPANY DIRECTORS
Remuneration of company Directors is composed of a fixed component. It does not contain any
variable component, nor benefits in kind.
Tot date, no specific retirement benefits scheme has been put in place for the company’s legal
representatives, and no commitments have been made by the company corresponding to elements of
remuneration, indemnities or benefits due or potentially due as a result of the undertaking, ending or
changing of these functions or subsequent to the same.
When stock options are granted to company Directors, the number of options granted to each Director
is the same, and options are also granted to Group employees. The Director must also be part of the
company at the time when the options are exercised.
Regarding the options granted since January 1, 2007, Directors must retain nominative registration of
5% of the shares resulting from the exercise of options until the end of their functions with the
company.
G-
INFORMATION PRESCRIBED BY ARTICLE L.225-100-3
The elements which may have an impact in the event of a public offering, prescribed in Article L.225100-3 of the Commercial Code, are set out at paragraph 4.11.6 of the Management report.
Chantepie, March 12, 2010
Chairman of the Board of Directors
85
5.
CONSOLIDATED
FINANCIAL
DECEMBER 31, 2009
STATEMENTS
AT
5.1. CONSOLIDATED BALANCE SHEET
ASSETS
(in €K)
Notes /
Paragraphs
Excess fair market values
Intangible fixed assets
Tangible fixed assets
Financial assets
Income tax receivables
Deferred tax assets
Net
31.12.09
Net
31.12.08
5.5.7.1
5.5.7.2
5.5.7.3
5.5.7.4
5.5.7.9
5.5.8.6
888
3,758
3,890
158
0
0
888
3,935
3,845
84
0
0
8,694
8,752
5.5.7.5
5.5.7.6
5.5.7.7
5.5.7.4
5.5.7.8
5.5.7.9
9,833
13,095
2,384
8,841
7,362
74
15,325
12,115
2,069
12,153
2,121
329
Current assets
41,589
44,112
Total assets
50,283
52,864
31.12.09
31.12.08
11,524
10,433
-766
316
21,507
0
11,524
10,433
3,330
254
25,541
0
21,507
25,541
263
1,787
2,102
0
237
1,410
2,179
0
4,152
3,826
16,567
2,432
997
4,345
283
11,969
5,282
1,189
4,974
83
Current liabilities
24,624
23,497
Total liabilities and shareholders' equity
(1) Of the consolidated parent company
(2) Net income for the fiscal year: €-4,495K
50,283
52,864
Non-current assets
Inventories
Customers
Other receivables
Financial assets
Cash and cash equivalents
LIABILITIES AND SHAREHOLDERS' EQUITY
(in €K)
Capital (1)
Premiums (1)
Reserves and consolidated income (2)
Forex adjustments
Group shareholders' equity
Minority interests
Notes /
Paragraphs
5.5.7.10
Shareholders' equity
Personnel commitments
Loans
Other liabilities
Deferred tax liabilities
5.5.7.12
5.5.7.13
5.5.7.14
5.5.8.6
Non-current liabilities
Suppliers
Short-term loans
Fiscal liabilities
Other liabilities
Provisions
5.5.7.13
5.5.7.14
5.5.7.11
The notes presented at paragraph 5.5 form an integral part of the consolidated financial statements.
86
5.2. STATEMENT OF NET INCOME AND GAINS AND LOSSES POSTED
DIRECTLY UNDER SHAREHOLDERS’ EQUITY
- Net consolidated statement of income
(in €K)
Notes /
Paragraphs
Net sales
5.5.6
Purchases consumed
External expenses
Personnel expenses
Taxes and duties
Depreciation and amortization
Provisions allowance
Changes in inventories of finished products
Other operating revenues
Other operating expenses
5.5.8.1
5.5.8.1
5.5.8.1
31.12.09
31.12.08
61,248
49,553
-33,039
-11,125
-8,979
-387
-1,910
-1,109
-4,829
135
-867
-862
-34,079
-12,714
-8,394
-404
-1,166
-928
9,077
595
-1,055
485
-862
485
5.5.8.7
2
206
-204
271
-3,481
-219
-4,495
0
93
323
-230
0
-22,545
-21
-22,311
0
5.5.8.8
5.5.8.8
0
-4,495
-0.31 €
-0.28 €
0
-22,311
-1.52 €
-1.36 €
5.5.8.2
5.5.8.2
5.5.8.3
5.5.8.4
5.5.8.4
Operating income
Cash and cash equivalents revenues
Cost of gross financial debt
Other financial revenues
Other financial expenses
Income tax expenses
Net income before minority interests
including net income from terminated activities
Minority interest share
Group net income
Base earnings per share
Diluted earnings per share
5.5.8.5
5.5.8.5
5.5.8.5
5.5.8.6
- Statement of net income and gains and losses posted directly under shareholders' equity
(in €K)
31.12.09 31.12.08
Net attributable profit
Forex adjustments
-4,495
62
-22,311
146
Revaluation of coverage derivatives
0
0
Revaluation of financial assets available for sale
0
0
Revaluation of fixed assets
0
0
Actuarial gains and losses on defined benefit plans
0
0
Share of gains and losses posted directly
0
0
under shareholders' equity of equity method companies
Total gains and losses posted directly under shareholders' equity - Group share
62
146
Net income and gains and losses posted directly under shareholders' equity - Group share
-4,433
-22,165
Income and gains and losses posted directly under shareholders' equity - Minority interests
0
0
87
5.3. CONSOLIDATED SHAREHOLDERS' EQUITY EVOLUTION
(in €K)
Notes /
Paragraphs
Capital
Premiums
Consolidated
reserves
11,519
10,426
-1,110
Balance at 01.01.08
Comprehensive income at 31.12.08
31.12.07 net income appropriation
Stock options
Consolidated parent company securities
Capital gain/loss on treasury securities
26,423
389
-15
-42
Capital increase - equity warrant exercise
5
Net
income
Forex
adjustments
Total
shareholders'
equity
26,423
108
47,366
-22,311
-26,423
146
-22,165
0
389
-15
-42
7
12
-4
-4
Other
Balance at 31.12.08
11,524
10,433
25,641
-22,311
254
25,541
Balance at 01.01.09
11,524
10,433
25,641
-22,311
254
25,541
-4,495
22,311
62
-4,433
0
381
45
-21
-6
-4,495
316
21,507
Comprehensive income at 31.12.09
31.12.08 net income appropriation
Stock options
Consolidated parent company securities
Capital gain/loss on treasury securities
Other
5.5.8
-22,311
381
45
-21
-6
5.5.7.10
5.5.7.10
5.5.7.10
11,524
Balance at 31.12.09
10,433
3,729
88
5.4. CONSOLIDATED CASHFLOW TABLE
Notes / Paragraphs
(in €K)
31.12.09 31.12.08
Cashflow linked to operating activities
Net income of integrated companies
+ Depreciation, amortization and provisions allowance (apart from that linked to current assets)
- Depreciation, amortization and provisions recovery
- /+ Latent gains and losses linked to changes in fair value
5.5.8.5
+/- Expenses and revenues linked to stock options
-/+ Net gain/loss on disposals
5.5.7.10
Deferred tax change
5.5.8.6
Cashflow after cost of net financial debt
5.5.8.5
Cashflow before cost of net financial debt
Cashflow Forex adjustment
-4,495
-22,311
2,149
1,263
-19
-27
3,343
18,262
381
0
389
2,639
0
-526
1,359
-311
204
230
1,563
-81
10
81
Inventories
5.5.7.5
5,601
-8,228
Customers
5.5.7.6
-904
-2,787
Suppliers
4,584
2,122
-1,391
2,597
7,890
-6,296
Net cashflow linked to operating activities
9,259
-6,526
Other
Cashflow linked to investments
5.5.7.2
-28
-64
5.5.7.3
-1,043
-929
5.5.7.3
1
4
5.5.7.4
-53
-9
5.5.7.4
2
3,006
Net cashflow on subsidiary acquisitions/disposals
0
0
-1,121
2,008
0
12
0
0
Capital increase or cash contribution
5.5.7.10
Treasury stock buyback and resale
Debt issuance
5.5.7.13
3,000
0
Shareholders' current account reimbursement
5.5.7.14
-456
-1,303
Debt repayments
5.5.7.13
-2,166
-1,904
Other cashflow linked to financing activities
Total cashflow linked to financing activities
Forex adjustment impact
Cashflow change
-6
-5
372
-3,200
29
-54
8,539
-7,772
5.5.7.8 and 5.5.7.13
-1,216
6,556
Net cashflow at fiscal year end
5.5.7.8 and 5.5.7.13
7,323
-1,216
89
5.5. APPENDICES TO CONSOLIDATED FINANCIAL STATEMENTS
5.5.1. GENERAL INFORMATION
Guillemot Corporation is a designer and manufacturer of interactive entertainment hardware and
accessories. The Group offers a diversified range of products under the Hercules and Thrustmaster
brand names. Active in this market since 1984, the Guillemot Corporation Group is currently present
in eleven countries including France, Germany, the UK, the United States, Canada, Spain, Holland,
Italy, Belgium, Hong Kong and Romania, and distributes its products across more than thirty countries
worldwide. The Group's mission is to offer innovative, high-quality products which maximize the
performance of gamers and the enjoyment of end users.
The company is a joint stock company, with its registered office located at Place du Granier, BP
97143, 35 571 Chantepie Cedex.
5.5.2. SIGNIFICANT EVENTS OF THE FISCAL YEAR
Fiscal 2009 was distinguished by the continued growth of the Group's activities, and by two halves of
the year which contrasted greatly in terms of operating income.
Consolidated annual sales amounted to €61.2 million, an increase of 23.39% in relation to the
previous fiscal year. Strong sales dynamics for Hercules products compensated for the decline in
Thrustmaster's sales, linked to changes in the casual gaming market, and resulted in this level of
growth, which was greater than initially forecast.
Current operating income amounted to €-0.9 million, compared with a result of €0.5 million at
December 31, 2008. This result was impacted by performance over the first half of the year, with an
operating loss of €4.2 million, affected by high inventory levels at the start of the period, particularly in
terms of netbooks, which required concerted promotional activities; these activities, combined with a
higher dollar value at the time this merchandise was purchased, had a significant impact on margin
rates during the year's first half. A variety of operations put in place at the beginning of the year, along
with strong sales dynamics at the end of the year, allowed the Group to return to good levels of
profitability in the year's second half.
Consolidated net income amounted to €-4.5 million, compared with €-22.3 for the same period of the
previous fiscal year. This loss is mainly due to the drop in value of the portfolio of Ubisoft
Entertainment and Gameloft securities held by the group, the portfolio's value decreasing from €12.2
million at December 31, 2008, to €8.8 million at December 31, 2009. Shareholders' equity went from
€25.5 million to €21.5 million at December 31, 2009. The Group's financial standing improved over
the fiscal year, with net indebtedness decreasing from €7.2 million at December 31, 2008, to €-1
million at December 31, 2009.
5.5.3. REFERENCE
Pursuant to EC Regulation n°1606/2002 of July 19, 2002, the Guillemot Corporation Group presents
herewith its consolidated financial statements for fiscal 2009 in accordance with the IFRS reference as
adopted in the European Union (this reference is available on the European Commission’s website at
the following address: http://ec.europa.eu/internal_market/accounting/ias/index_en.htm).
These international accounting standards include the IFRS (International Financial Reporting
Standards) and IAS (International Accounting Standards), as well as their interpretations.
5.5.4. MAIN ACCOUNTING METHODS
5.5.4.1.
New IFRS standards and interpretations
The following new standards, amendments to existing standards and interpretations must be applied
as of 2009 :
IAS 1 revised – Presentation of financial statements
The Group has chosen to present its overall income in two separate statements (the statement of
income, and the statement of net income and gains and losses posted directly under shareholders'
equity). The comparative information has been modified in order to take this revision into account.
Given that only one change in terms of presentation is required, there is no impact on earnings per
share.
IFRS 8 – Operating segments
This new standard, which replaces the IAS 14 standard, requires a management approach whereby
information by sector must be presented according to the same bases as those used for internal
reporting. This new standard does not require any modifications in terms of the presentation of the
Group's operating sectors.
90
IAS 7 amendments – Statement of cash flows
IAS 8 amendments – Accounting policies, changes in accounting estimates and errors
IAS 10 amendments – Events after the reporting period
IAS 16 amendments – Property, plant and equipment
IAS 18 amendments – Revenue from ordinary activities
IAS 19 amendments – Employee benefits
IAS 20 amendments – Government grants and assistance
IAS 21 amendments – Effects of changes in foreign exchange rates
IAS 23 revised – Borrowing costs
IAS 27 amendments – Consolidated and separate financial statements
IAS 28 amendments – Investments in associated companies
IAS 29 amendments – Financial reporting in hyperinflationary economies
IAS 31 amendments – Interests in joint ventures
IAS 32 amendments – Financial instruments presentation
IAS 34 amendments – Interim financial reporting
IAS 36 amendments – Impairment of assets
IAS 38 amendments – Intangible fixed assets
IAS 39 amendments – Financial instruments: Recognition and measurement
IAS 40 amendments – Investment property
IAS 41 amendments – Agriculture
IFRS 1 amendments – First-time adoption of International Financial Reporting Standards
IFRS 2 amendments – Share-based payment
IFRS 7 amendments – Financial instruments: Disclosures
IFRIC 9 – Embedded derivatives
IFRIC 11 – Group and treasury share transactions
IFRIC 13 – Customer loyalty programmes
IFRIC 14 – The limit on a defined benefit asset, minimum funding requirements and their interaction
These standards, amendments to existing standards and interpretations have not had a significant
impact on the Group’s financial statements.
The following new standards, amendments to existing standards and interpretations have been
published but are not applicable in 2009, and have not been adopted in anticipation:
IAS 27 amendments – Consolidated and separate financial statements
IFRS 3 revised – Business combinations
IFRS 5 amendment
IFRIC 12 – Service concession arrangements
IFRIC 16 – Hedges of a net investment in a foreign operation
These standards, amendments to existing standards and interpretations should not have a significant
impact on the Group’s financial statements.
5.5.4.2.
Consolidation principles
Companies controlled directly or indirectly by the Guillemot Corporation Group are fully consolidated.
All consolidated companies closed their accounts on December 31, 2009. Subsidiaries’ accounting
methods are aligned with those of the Group. Companies in which the Group does not exert a
significant influence are not consolidated. The Guillemot Corporation Group does not exercise joint
control in or significant influence on its other investments.
Results of companies within the Group’s scope of consolidation are consolidated from the date on
which control was assumed, or from the company’s creation date. Inter-company transactions
between all companies within the Group are eliminated in accordance with accepted accounting
practices. All significant transactions between consolidated companies are eliminated, as are
unrealized internal results included in fixed assets and inventories of consolidated companies.
5.5.4.3.

Brands
Brands acquired by the Group have been considered as having an indefinite lifespan and are
therefore not eligible for amortization. Their duration of use is reexamined annually and brands are
subject to depreciation tests at the level of the cashflow generating unit to which the intangible fixed
asset belongs. A deprecation test is also carried out in the event of an indication of loss in value. In
the absence of a deep market for the brands in the Group’s sector of activity, the fair value method is
not applied for valuation of brands held by the Group. The going value is the discounted value of
91
future cashflow expected from an asset, which is to say of its continued use and removal at the end of
its usefulness. This method is used for the valuation of brands.

When a subsidiary is acquired, its identifiable assets, liabilities and possible liabilities are recorded on
the consolidated balance sheet at their fair value at this date. A positive residual amount between the
acquisition cost of securities and the true value acquired by the Group in the net fair value of
identifiable net assets is accounted for as “excess fair market values”. After initial accounting, excess
fair market values are evaluated at their cost less cumulative losses in value. Excess fair market
values are subject to annual depreciation tests. Losses in value are not reversible. For the
requirements of depreciation tests, the excess fair market value is assigned to each of the Group’s
cashflow-generating units which may benefit from the synergies involved.
Elements acquired by the Group classified as goodwill, and in particular intangible elements (customer
base, market share, expertise and so on) allowing the company to carry out its activities and pursue its
development, but which do not meet the identification criteria allowing them to be presented on their
own on the consolidated balance sheet, are also assimilated into excess fair market values.

Research and Development costs
Research and Development costs are accounted for as expenses.
Development costs are accounted for as fixed assets where certain conditions have been met:
- The ability to use or sell it,
- The probability that future profits can be linked to this asset,
- The current or future availability of technical, financial or other resources necessary for carrying out
the project,
- The ability to measure spending linked to this asset in a dependable way during its developmental
phase.
Currently in the consolidated financial statements, development costs are accounted for under
expenses, as very short product cycles and a variety of projects common to several product lines do
not allow for the individualization of development costs.

Office automation software
Office automation software is amortized over its actual period of use, generally between 3 and 5
years.

Licenses
The company pays license fees in advance to third parties for distribution and reproduction rights.
Once a contract has been signed, guaranteed amounts must be paid. These amounts are accounted
for in a Licenses account in intangible fixed assets, where they meet the definition of an asset
(identifiable, controlled and creating future economic advantages), and amortized according to the
amount of royalties paid out with respect to sales.
At year-end, the unamortized amounts are reviewed against the prospects of sales to which the
contract conditions apply. Where sales prospects are insufficient, additional amortization is recorded.
5.5.4.4.
Tangible fixed assets are recorded at their acquisition or transfer cost.
Depreciation of assets is calculated by the application of homogeneous rates within the Group, and is
determined as a function of assets’ estimated economic lives as follows:
Buildings:
Fixtures and fittings:
Technical installations:
Vehicles:
Office and computer equipment:
Office furniture:
20 years (straight-line)
between 5 and 10 years (straight-line)
4 or 5 years (straight-line)
92
The residual values and durations of use of assets are reviewed and adjusted, if need be, at each
closing of accounts. Subsequent costs are included in the asset’s worth or else accounted for as a
separate asset if it is probable that future economic advantages associated with the asset will go to
the Group and that the cost of the asset can be measured in a dependable manner.
5.5.4.5.
Non-financial fixed asset depreciation
Fixed assets with an undetermined lifespan are not amortized, and are subject to annual depreciation
tests. Amortized fixed assets are subject to depreciation tests where, due to particular events or
circumstances, the coverability of their book values is cast into doubt. Depreciation is posted up to the
limit of the surplus of the book value over the asset’s recoverable value. An asset’s recoverable value
represents its fair value less disposal costs or its going value, if this is greater.
The fair value is the amount that can be obtained from the sale of an asset by way of a transaction
under normal conditions of competition between well-informed, consenting parties, less buying-out
costs. The going value is the discounted value of future cashflow expected from an asset, which is to
say of its continued use and removal at the end of its usefulness.
For the purpose of evaluating depreciation, assets are grouped into cashflow-generating units, which
represent the lowest level generating independent cashflow amounts. For non-financial assets (apart
from goodwill) having undergone a loss in value, the possible recovery of the depreciation is examined
at each annual or interim closing of accounts.
Brands and goodwill held in France are allocated to the two Hercules and Thrustmaster cashflow
generating units comprising the segments of primary sector information.
5.5.4.6.
Leases
Leases which transfer practically all of the liabilities and advantages inherent to an asset’s property
are considered as financing leases.
They are accounted for under assets at their resale cost and amortized as described above. The
corresponding debt is recorded as a liability.
There were no financing leases underway at December 31, 2009.
5.5.4.7.
Financial assets
The IFRS reference sets out four categories of financial assets: financial assets accounted for at their
fair value under income, assets held until maturity, loans and receivables and assets available for
sale.
Securities in the Group’s portfolio are posted at their fair value (generally the acquisition cost), plus
(for assets other than those classified as assets evaluated at their fair value as hedging for income)
transaction costs directly attributable to the acquisition or issuing of the asset.
The inventory value of each holding is assessed according to its reevaluated share of equity and the
company’s future prospects. If this value falls below the book value, depreciation is recorded for the
amount of the difference.
Treasury stock shares held at closing are deducted from the Group’s shareholders’ equity at their
acquisition value, €688K at December 31, 2009 (FIFO method).
The fair asset value of financial assets is the share closing price on the last day of the fiscal year for
listed securities, and the probable execution value for unlisted securities. Where the asset value is
less than the acquisition value and where an objective indicator of depreciation exists, a provision for
depreciation is posted.
In order to limit the Group's foreign exchange risk, Guillemot Corporation covers the risks of foreign
exchange variations by way of forward purchase contracts and foreign exchange options. As these
transactions do not meet the accounting criteria for coverage, they are posted as transaction
instruments. These derived instruments are posted at their fair value on the transaction date on the
balance sheet, under current financial assets or liabilities. The profit or loss resulting from the
revaluation at fair value is immediately posted under financial income.
93
5.5.4.8.
A distinction between current and non-current income tax receivables appears on the consolidated
balance sheet.
5.5.4.9.
Inventories
Inventories of companies within the Group are evaluated at their base cost, and exclude any intercompany holding gains and losses. Valuation is carried out according to the FIFO method.
Loan costs are not included in inventory valuation. Depreciation provisions are recorded when the
cost of inventory is greater than its probable realizable value, less marketing costs. Obsolescence
tests are carried out each year, and the probable realizable value is calculated according to the
evolution observed and expected in terms of sales and the market prices of products.
5.5.4.10.
Prepayments
This heading includes prepayments on orders made to suppliers.
5.5.4.11.
Customers
Customers are recorded at their book value. A provision for depreciation is recorded at fiscal year-end
if need be, based on an assessment of collection probabilities for trade accounts receivable. A
depreciation provision is posted where there exists an objective indicator of the Group’s inability to
recover all amounts due according to the conditions initially stipulated at the time of the transaction.
Significant financial difficulties encountered by the debtor, the probability of bankruptcy or the financial
restructuring of the debtor and a failure or default in payment represent indicators for the depreciation
of receivables.
5.5.4.12.
Other receivables
Other receivables mainly include VAT receivables.
5.5.4.13.
Deferred tax
Deferred tax, which reflects the time differences between books values after consolidation
reclassification and the fiscal bases of assets and liabilities, are posted according to the variable rate
method. Deferred tax is posted in the statement of income and on the balance sheet in order to take
into account current deficits, where there constellations on future fiscal earnings appears probable
within reasonable recovery timeframes. Pursuant to the variable deferment method, the effects of
possible tax rate variations on to third tax posted previously is registered during the fiscal year in
which the rate changes take place, in the statement of income or among the other elements of overall
income, following the initial accounting method for the corresponding deferred tax amounts. Deferred
tax assets are posted up to the limit of deferred tax liabilities: they are compensated if the taxable
entity has a legally binding right to compensate the callable tax assets and liabilities, and if these
deferred tax assets and liabilities relates to taxes on income deducted by the same fiscal authority.
Deferred tax is evaluated at the tax rate expected to be applied for the period during which the asset
will be realized or the liability settled, based on the tax rates and fiscal regulations which have been
adopted or nearly adopted at the end of the fiscal year.
5.5.4.14.
Cash and cash equivalents are comprised of cash accounts, accounts at banks and other financial
institutions, and certificates of deposit.
5.5.4.15.
Foreign currency
statements
transactions
and
conversion
of
financial
Foreign currency denominated transactions are translated at their transaction rate or, where
applicable, at their foreign exchange hedge contract rate. Non-covered foreign currency denominated
assets and liabilities are translated at the closing rate. Forex adjustments for monetary assets and
liabilities are incorporated into the consolidated net income figure for the period to which they relate.
94
All Groups subsidiaries use their local currencies for operations. Accounts of foreign subsidiaries not
situated in high inflation zones are converted from foreign currencies according to the currencies’
value at year-end, with Forex adjustments related to shareholders’ equity.
5.5.4.16.
Other liabilities
Other liabilities include compensation and benefits liabilities, current accounts, prepaid revenues and
assorted liabilities.
5.5.4.17.
Provisions for liabilities and expenses
A provision is made where the company has a current obligation (legal or implicit) resulting from a past
event and it is probable that an outlay of resources will be required in order to meet the obligation.
The obligation amount may be estimated in a reliable fashion.
Provisions for risks linked to commercial litigation are included in this category.
5.5.4.18.
Personnel perquisites
Upon retiring, Group employees are entitled to pension benefits calculated on the applicable collective
agreement. This system is a defined benefits post-employment system.
The Group has no other post-retirement benefits programs other than the legal program stipulated by
the collective agreements which govern the Group’s employees.
A provision corresponding to the updated commitment is posted on the balance sheet under the
personnel commitments heading.
5.5.4.19.
Share-based payments
The Group has put in place remuneration plans denominated in shareholders’ equity instruments
(options on shares). The fair value of the services rendered by employees in exchange for the
granting of options is accounted for as expenses. The total amount accounted for as expenses over
the acquisition period of rights is determined by reference to the fair value of the options granted,
without taking into account the conditions of acquisition of rights, which are not market conditions.
The conditions of acquisition of rights which are not market conditions are integrated into the
hypotheses on the number of options which may become available for exercise. At each closing date,
the entity re-examines the number of options which may become available for exercise. If need be,
the Group posts in its statement of income the impact of the revision of its estimates as hedging for a
corresponding adjustment to shareholders’ equity.
5.5.4.20.
Information by sector
Operating sectors are presented on the same bases as those used in the internal reporting presented
to the Group's executive management.
Information by sector broken down by activity relates to the Hercules and Thrustmaster sectors of
activity. Information by sector broken down by geographic zone is based on the following
geographical sectors: France, European Union (excluding France), and Other.
5.5.4.21.
Product accounting
Pursuant to the IAS 18 standard, the overall sales figure is valued at the just value of the
compensation received or to be received, taking into account the amount of any commercial rebates
or quantity-related rebates provided by the company. The Group's general sales conditions do not
stipulate acceptance by the Group of unsold merchandise. Product sales are therefore registered and
considered to be definitive as of the delivery date corresponding to the date of transfer of risks and
benefits.
5.5.4.22.
Loans
Loans are initially presented on the balance sheet at their fair value. Loans are then accounted for at
their amortized cost using the effective interest rate method. Loan costs are accounted for as
expenses.
95
5.5.4.23.
Earnings per share
The Group lists base earnings per share and diluted earnings per share based on consolidated net
income.
Base earnings per share are calculated by dividing income by the average number of shares in
circulation during the fiscal year, after deducting shares held by the Group.
Diluted earnings per share are calculated taking into account the conversion of all existing dilution
instruments with respect to the average number of shares in circulation.
5.5.4.24.
Uncertainties regarding evaluations
Drafting of financial statements according to the IFRS requires employing certain determinant
accounting estimations. Executive management must also use its judgment when applying the
Group’s accounting methods. The domains in which stakes are highest in terms of judgment or
complexity, or those for which hypotheses and estimates are significant with regard to the
consolidated financial statements, are set out in the appendix and relate mainly to intangible fixed
assets, deferred tax, revenues, customer receivables, provisions and inventories.
5.5.4.25.
CET accounting
The finance law for 2010, voted in on December 30, 2009, removed the subjection of French fiscal
entities to business tax as of 2010, replacing this with the Contribution Economique Territoriale
(C.E.T), or Regional Economic Contribution, which includes two new contributions:
- The Cotisation Foncière des Entreprises (C.F.E), or Business Land Contribution, based on the land
rental values of the current business tax;
- The Cotisation sur la Valeur Ajoutée des Entreprises (C.V.A.E), or Contribution on the Added Value
of Businesses, based on the added value resulting from financial statements.
The Group is posting the business tax under operating expenses.
At this time, the Group has concluded that the fiscal change mentioned above consists mainly of a
modification of the calculation methods of local French tax, without overall changes to its nature. The
Group therefore considers that there are no grounds for applying a different accounting process for the
C.V.A.E. or the C.F.E. than for business tax. These two new contributions will therefore be classified
under operating expenses, with no changes in relation to the methods used for business tax.
5.5.5. SCOPE OF CONSOLIDATION
5.5.5.1.
COMPANY
Companies included within the Guillemot Corporation Group’s scope
of consolidation
SIREN number
GUILLEMOT CORPORATION SA
414,196,758
GUILLEMOT Administration et Logistique SARL
414,215,780
HERCULES THRUSTMASTER SAS
399,595,644
GUILLEMOT Ltd
GUILLEMOT SUISSE SA (a)
GUILLEMOT Inc
GUILLEMOT GmbH
GUILLEMOT Corporation (HK) Limited
GUILLEMOT Recherche et Développement Inc
GUILLEMOT Romania Srl
GUILLEMOT Inc
GUILLEMOT SA
GUILLEMOT SRL
(a) The company Guillemot Suisse SA is currently undergoing liquidation.
(b) Guillemot Inc (United States) also holds 25.11%
Country
Percentage of
control/interest
Method
France
France
France
UK
Switzerland
Canada
Germany
Hong Kong
Canada
Romania
United States
Belgium
Italy
Parent company
99.96%
99.42%
99.99%
99.66%
74,89%(b)
99.75%
99.50%
99.99%
100.00%
99.99%
99.93%
100.00%
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Full consolidation
Minority interests are not calculated in light of their non-significant nature.
5.5.5.2.
Changes to scope of consolidation
Nil.
96
5.5.6. INFORMATION BY SECTOR
Pursuant to the IFRS 8 standard on operating sectors, the Group has presented the formats for
information by sector on the same bases as those used in the internal reporting presented to the
Group's executive management.
Information by sector broken down by activity relates to the Hercules and Thrustmaster sectors of
activity. Information by sector broken down by geographic zone is based on the following
geographical sectors: France, European Union (excluding France), and Other.
5.5.6.1.
Information by sector, by activity
The Hercules sector of activity includes the following products: netbooks, webcams, speaker systems,
sound cards, WiFi/PLC and DJing.
The Thrustmaster sector of activity includes the following gaming accessories for PC and consoles:
racing wheels, gamepads, joysticks, communications and mobility range, and accessories for the Wii
and Nintendo DS/DSi consoles.

Statement of income by activity (in €K)
Sales
Inter-activities sales
Provisions allowance
Operating income

Total
61,248
1,910
1,109
-862
-862
31.12.09
Hercules
Thrustmaster
46,805
14,443
885
1,025
848
261
-589
-273
-589
-273
Total
49,553
1,166
927
485
485
31.12.08
Hercules
Thrustmaster
31,604
17,949
517
649
735
192
-46
531
-46
531
Balance sheet by sector of activity (in €K)
3 1.12 .0 9
Exc es s fair m ark et v alues
Intangible fixed as s ets
T angible fixed as s ets
Inv ento ries
C us to m ers
Unallo c ated as s ets
T OT A L A SSET S
Shareho lders ' equity
P ro v is io ns
Suppliers
Unallo c ated liabilities
T O T A L L IA B IL IT IE S A N D
S H A R E H O L D E R S ' E Q U IT Y
N et
3 1.12 .0 9
888
3,758
3,890
9,833
13,095
18,819
5 0 ,2 8 3
21,507
546
16,567
11,663
H e rc u le s
888
1,500
2,138
6,692
9,900
2 1,118
373
11,275
-
5 0 ,2 8 3
11,6 4 8
T hrus t m a s t e r
0
2,258
1,752
3,141
3,195
10 ,3 4 6
173
5,292
5 ,4 6 5
3 1.12 .0 8
N et
3 1.12 .0 8 H e rc u le s T h ru s t m a s t e r
888
888
0
3,935
1,500
2,435
3,845
1,947
1,898
15,325
11,233
4,092
12,115
7,497
4,618
16,756
5 2 ,8 6 4
2 3 ,0 6 5
13 ,0 4 3
25,541
237
119
118
11,969
7980
3989
15,117
5 2 ,8 6 4
8 ,0 9 9
4 ,10 7
Unallocated assets are financial assets, income tax assets, other receivables and cash.
Unallocated liabilities are loans, other liabilities, retirement provisions, fiscal liabilities and deferred tax
liabilities.
5.5.6.2.

Information by sector, by geographic zone
Sales by geographic zone (in €K):
Sales in:
France
EU (excluding France)
Other
TOTAL
31.12.09
31.12.08
25,369
27,969
7,910
61,248
21,957
22,162
5,434
49,553
97

Overall value of assets by geographic location (in €K):
Net total
Financial assets
Inventories
Customers
Other receivables
Unallocated assets
TOTAL ASSETS
31.12.09
France
888
3,890
8,999
9,833
13,095
2,384
7,362
74
3,758
50,283
888
3,786
8,975
8,401
5,368
2,276
6,570
74
36,338
EU
(excl.
France)
Other
Net total
31
5
0
6,548
75
257
6,916
73
19
1,432
1,179
33
535
3,271
888
3,845
12,237
15,325
12,115
2,069
2,121
329
3,935
52,864
31.12.08
France
EU
(excl.
France)
Other
28
8
0
6,534
80
332
6,982
64
19
2,106
1,015
23
300
3,527
888
3,753
12,210
13,219
4,566
1,966
1,489
329
38,420
Unallocated assets are intangible fixed assets.
5.5.7. BALANCE SHEET ACCOUNT EXPLANATORY NOTES
5.5.7.1.
Excess fair market values were broken down at December 31, 2009 as follows:
Excess fair market values change
Gross at 31.12.08
Guillemot Ltd (UK)
Hercules Thrustmaster SAS (France)
Guillemot Administration et Logistique SARL (France)
Guillemot Suisse SA (Sw itzerland)
Guillemot SA (Belgium)
Guillemot Corporation SA (France)
Guillemot Inc (Canada)
Guillemot Srl (Italy)
Total
1
1,299
233
447
233
1,034
941
16,894
4,392
25,474
Provisions at
31.12.08
Excess fair market values depreciation
Guillemot Ltd (UK)
Guillemot Suisse SA (Switzerland)
Guillemot SA (Belgium)
Guillemot Srl (Italy)
Total
Net value
Total
Change Gross at 31.12.09
0
1
1,299
233
447
233
1,034
941
16,894
4,392
25,474
Additional loss in
value from
01.01.09 to Provisions at
31.12.09
31.12.09
1
411
233
447
233
1,034
941
16,894
4,392
24,586
0
1
411
233
447
233
1,034
941
16,894
4,392
24,586
888
0
888
The application of a valuation test on excess fair market values from the subsidiary Hercules
Thrustmaster SAS (net amount of €888K) and relating to Hercules goodwill, did not reveal any loss in
value at December 31, 2009.
The recoverable value was determined based on going values.
The hypotheses used for applying this valuation test to the Hercules cashflow generating unit are the
following:
- Operational cashflow to sales ratio of 3%
- Short-term forecasts over 5 years (5% increase in sales for 2010 and 2011, and then stability over
the next 3 years).
- 13% discount rate.
98
Pursuant to the IAS 36 standard, losses in value posted during previous fiscal years will not be
recovered at a later date. The risk of additional depreciation involves a total amount of €888K.
Valuation of excess fair market values presents an uncertainty and an adjustment risk over the years
to come, in the event whereby the hypotheses employed for future cashflow generated by Hercules
activities are revised downward. A 1.5% decrease in the cashflow to sales ratio would result in
additional depreciation of €888K for the following period.
5.5.7.2.
Intangible fixed assets are broken down as follows:
Gross values
31.12.08
Brands
Development costs
Licenses
Concessions, patents…
Other intangible fixed assets
TOTAL
Scope mvt
10,842
0
1,365
703
946
13,856
0
Increase
704
10
17
731
Decrease
10
10
Forex
adjustment 31.12.09
22
44
66
10,842
0
2,069
725
1,007
14,643
Development costs undertaken by the Group cannot be individualized as a result of very short product
cycles and a variety of projects common to several product ranges, resulting in a posting under
expenses pursuant to the IAS 38 standard.
The increase in the Licenses heading relates to minimums guaranteed on new contracts signed in
2009.
Amortization and provisions
Brands
Development costs
Licenses
Concessions, patents…
Other intangible fixed assets
TOTAL
31.12.08
8110
0
249
621
941
9,921
Scope
mvt
Increase
0
846
58
7
911
Decrease
10
10
Forex
adjustment
20
43
63
31.12.09
8,110
0
1,095
689
991
10,885
Brands include the Thrustmaster and Hercules brands acquired. These brands are subject to
depreciation tests at each closing of accounts and are evaluated taking into account future discounted
cashflow.
In the absence of a deep market for the brands in the Group’s sector of activity, the fair value method
is not applied for valuation of brands held by the Group.
The going value is the discounted value of future cashflow expected from an asset, which is to say of
its continued use and removal at the end of its usefulness. This method is used for the valuation of
brands.
The Hercules brand is assigned to the Hercules cashflow generating unit
The Thrustmaster brand is assigned to the Thrustmaster cashflow generating unit. The Thrustmaster
brand has a net balance sheet value of €1,300K against an acquisition cost of €9,410K, and the
Hercules brand has a net balance sheet value of €1,432K against an acquisition cost of €1,432K.
Pursuant to IAS 36, forecasts are made over five years with a terminal value.
The hypotheses used in calculating future discounted cashflow are the following:
- Operational cashflow to sales ratio of 3%
- Forecasts applied to business plan displaying growth (5% increase for 2010 and 2011, then stability
for the following 3 years)
- Short-term projections over 5 years
- 13% discount rate.
Valuation of the Thrustmaster brand presents an uncertainty and an adjustment risk over the years to
come, in the event whereby the hypotheses employed for future cashflow generated by Thrustmaster
activities are revised either upward or downward. A 1% increase in the cashflow to sales ratio would
result in a provision of €1.7 million for the following period. Similarly, a 1% decrease in the cashflow to
sales ratio would result in additional depreciation of €1.3 million.
Moreover, a 1% change either upward or downward in terms of the discount rate used would have an
impact of €0.3 million on income.
99
There was no revision in value of the Hercules and Thrustmaster brands at December 31, 2009.
5.5.7.3.
Tangible fixed assets related to operations are broken down as follows:
Forex
adjustment
Gross values
31.12.08
Land
Buildings
Technical installations
Other tangible fixed assets
Under development
TOTAL
399
5,304
3,644
1,293
30
10,670
Scope mvt
Increase
0
36
788
48
947
1,819
Decrease
31.12.09
399
5,343
4,453
1,310
202
11,707
3
21
3
34
775
809
27
Buildings represent buildings located in Carentoir (France).
Tangible fixed assets under development in the amount of €775K have been transferred to the
Technical installations entry during the fiscal year. Fixed assets under development mainly relate to
molds used in the production of new products.
Depreciation
31.12.08
Buildings
Technical installations
Other tangible fixed assets
TOTAL
5.5.7.4.
3,052
2,786
987
6,825
Scope mvt
Increase
0
277
603
119
999
Decrease
Forex
adjustment
31.12.09
34
34
3
20
4
27
3,332
3,409
1,076
7,817
Financial assets
Non-current financial assets are broken down as follows:
Gross values
31.12.08
Non-consolidated companies
Other fixed securities
Other financial fixed assets
TOTAL
Scope mvt
55
23
61
139
Increase
Decrease
31.12.09
0
55
97
61
213
Forex
adjustment
31.12.09
0
55
55
74
0
74
0
Provisions
Non-consolidated companies
TOTAL
Forex
adjustment
31.12.08
Scope mvt
55
55
0
Increase
Decrease
0
0
Companies in which the Group does not exert a significant influence are not included within its scope
of consolidation.
The gross value of €55K for non-consolidated companies relates to the company Air2Web Inc (United
States), the amount being fully provisioned at December 31, 2009. Movements with respect to other
fixed assets relate to the liquidity contract currently in place.
Current financial assets include Ubisoft Entertainment and Gameloft shares.
100
Reval.
gain/loss
31.12.09
Net
31.12.09
863,874
12,051
-3,481
863,874
8,570
68,023
102
0
12,153
138
31
-3,312
68,023
240
31
8,841
Net Disposal
31.12.08 31.12.09
Ubisoft Entertainment shares
Number
Fair value (in €K)
Gameloft shares
Number
Fair value (in €K)
Derivatives on foreign exchange transactions
Total value
Acquisition
31.12.09
0
Forex
adjustment
31.12.09
0
0
As of January 1, 2005, Ubisoft Entertainment and Gameloft shares (listed on an active market) have
been valued at their fair value pursuant to the IAS 39 standard. These shares were classified in the
financial assets category evaluated at their fair value as hedging for income during the switch to IFRS
standards.
At December 31, 2009, the Group held 863,874 Ubisoft Entertainment shares, representing 0.92% of
capital.
The Group also holds 68,023 Gameloft shares, representing 0.09% of capital.
The share prices used at December 31, 2008 were €13.95 for Ubisoft Entertainment shares, and
€1.50 for Gameloft shares. The prices used at December 31, 2009 for the valuation of the shares at
their fair value were €9.92 for the Ubisoft Entertainment shares, and €3.53 for Gameloft. The
revaluation loss thereby posted at December 31, 2009 amounted to €3,343K. No depreciation has
been posted on financial assets, the fair value being greater than the acquisition cost of the financial
assets.
In order to limit the Group's foreign exchange risk, Guillemot Corporation covers the risks of foreign
exchange variations by way of forward purchase contracts and foreign exchange options. As these
transactions do not meet the accounting criteria for coverage, they are posted as transaction
instruments. These derived instruments are posted at their fair value on the transaction date on the
balance sheet, under current financial assets or liabilities. The profit or loss resulting from the
revaluation at fair value is immediately posted under financial income.
5.5.7.5.
Inventories
Raw materials
Inventories
Gross
31.12.08
Inventory change
(Result)
Scope
change
Forex
adjustment
Gross
31.12.09
2,046
3,148
-1,102
0
0
Finished products
14,829
-5,077
0
114
9,866
TOTAL
17,977
-6,179
0
114
11,912
Provisions
31.12.08
Increase
Decrease
Scope
change
Raw materials
1,553
136
395
0
0
1,294
Finished products
1,099
639
960
0
7
785
TOTAL
2,652
775
1,355
0
7
2,079
Total net inventory
15,325
Forex
adjustment 31.12.09
9,833
Inventories include electronic components and subsets as well as finished products. Provisions are
made when the value of inventory is greater than its realizable value. The increase in the provision for
finished products of €639K mainly includes a provision related to the first products in the Hercules
eCAFÉ™ range of netbooks, and to Thrustmaster accessories for the Nintendo DS console. Net
inventory decreased by 36% over the period; inventory levels at December 31, 2008 were high,
following the launch of the new range of Hercules eCAFÉ™ netbooks and the anticipated supply
commitments.
101
5.5.7.6.
Customers
Customer receivables
Gross
31.12.08
Movements
Scope
change
Forex
adjustment
Reclassification
Gross
31.12.09
13,012
175
0
84
0
13,271
Customers
Provisions
31.12.08
Allowances
Recoveries
Forex adjustment
Reclassification
31.12.09
Customers
897
97
827
9
0
176
Customer receivables are covered by credit insurance, covering the majority of the Customers entry at
December 31, 2009. The Customers entry had a net value of €13,095K at December 31, 2009,
compared with €12,115K at December 31, 2008. This increase is due to the growth in activities at the
end of the year, reduced by application of the law regarding modernization of the economy (Loi de
Modernisation de l’Economie, LME) in 2009.
5.5.7.7.
Other receivables
Advances and prepayments on account
VAT receivables
Supplier debtors
Other
Prepaid expenses
TOTAL
5.5.7.8.
31.12.08
438
1,651
68
51
176
2,384
248
1,415
107
28
271
2,069
Cash
Cash equivalents
TOTAL
5.5.7.9.
31.12.09
31.12.09
31.12.08
7,362
0
7,362
2,121
0
2,121
Income tax assets
The amount on the balance sheet amounts to €74K, and relates to advance corporation tax due.
5.5.7.10.
Shareholders’ equity
Capital is composed of 14,965,876 shares with a nominal value of €0.77 each.
The company Guillemot Corporation S.A. holds 257,225 treasury stock shares. These treasury stock
shares decrease shareholders’ equity by a total amount of €688K.
At December 31, 2009, the percentage of capital represented by treasury stock shares was 1.72%.
102

Number of Guillemot Corporation shares:
At 01/09/99
Bond conversion
2-for-1 stock split, 02/2000
Bond conversion
Creation of new shares
Equity warrants exercised
At 31/08/00
Bond conversion
At 31/08/01
Bond conversion
Treasury stock cancellation
At 31/08/02
At 31/12/03
At 31/12/04
At 31/12/05
At 31/12/06
Bond conversion
At 31/12/07
Stock options exercised
At 31/12/08
At 31/12/09

Maximum potential number of shares to be created:
Through option exercise

2,353,000
67,130
2,420,130
114,368
953,831
222
5,908,681
128,750
6,037,431
10,376
3,435,278
-416,665
9,066,420
4,444,444
13,510,864
81,446
13,592,310
13,592,310
101
1,076,233
14,668,644
290,532
14,959,176
6,700
14,965,876
14,965,876
1,611,632
Main features of stock option plans:
Number of shares
Nominal value
Subscription price
Exercise date
including during fiscal 2009
Stock options cancelled or nullified
Stock options remaining at 31.12.09
Options potentially exercisable at 31.12.09
Number of shares
Nominal value
Subscription price
Exercise date
1st Plan
14.11.98
96,466
0.77 €
16.76 €
27.11.03
to 14.11.08
96,466
-
5th Plan
04.11.02
199,998
0.77 €
1.36 €
04.11.06
to 04.11.12
199,998
133,332
103
2nd Plan
06.12.99
100,000
0.77 €
36 €
06.12.04
to 06.12.09
100,000
-
6th Plan
01.09.03
459,000
0.77 €
1.83 €
01.09.07
to 01.09.13
6,700
452,300
293,300
3rd Plan
17.04.01
28,000
0.77 €
29 €
17.04.05
to 17.04.11
28,000
-
7th Plan
22.02.06
433,000
0.77 €
1.74 €
22.02.10
to 22.02.16
433,000
413,000
4th Plan
18.04.01
72,000
0.77 €
29 €
18.04.02
to 18.04.11
72,000
-
8th Plan
22.02.06
246,000
0.77 €
1.77 €
22.02.08
to 22.02.16
246,000
187,000
9th plan
18.02.08
383,000
0.77 €
1.91 €
18.02.12
to 18.02.18
383,000
368,000
Number of shares
Nominal value
Subscription price
Exercise date
10th plan
18.02.08
217,000
0.77 €
1.91 €
18.02.10
to 18.02.18
217,000
217,000
The Group has put in place remuneration plans denominated in shareholders’ equity instruments
(options on shares). The fair value of the services rendered by employees in exchange for the
granting of options is accounted for as expenses. The total amount accounted for as expenses over
the acquisition period of rights is determined by reference to the fair value of the options granted,
without taking into account the conditions of acquisition of rights, which are not market conditions.
The conditions of acquisition of rights which are not market conditions are integrated into the
hypotheses on the number of options which may become available for exercise. At each closing date,
the entity re-examines the number of options which may become available for exercise. If need be,
the Group posts in its statement of income the impact of the revision of its estimates as hedging for a
corresponding adjustment to shareholders’ equity.
The number of potentially exercisable options takes into account a subscription price of less than €15
and the exercise terms for options proper to each plan.
Pursuant to the IFRS 2 standard on share benefits, stock options have been evaluated at their fair
value according to the Black & Scholes method, giving rise to the posting of a charge of €381K under
personnel expenses for fiscal 2009. The main data entered in the valuation model were the following:
- Share volatility = 100% for plans 6-7-8, and 40% for plans 9 and 10
- Risk-free rate = 3.45% for plans 6-7-8, and 3.96% for plans 9 and 10
- Number of years before expiration of options = 6 to 7, depending on the plan.
6,700 options have been exercised to date.
5.5.7.11.
Provisions for liabilities and expenses are broken down as follows:
31.12.08
Product returns
Other
TOTAL
5.5.7.12.
57
26
83
Increases
Decreases
Used
Unused
212
212
3
17
20
0
Forex
adjustment
31.12.09
8
62
221
283
8
Personnel commitments
The Group has no other post-retirement benefits programs other than the legal program stipulated by
the collective agreements which govern the Group’s employees.
A provision is calculated using the method of projected credit units, based on retirement benefits at the
time of retirement according to seniority (these are the benefits which will be due to the employee at
the time of his or her retirement).
The main actuarial hypotheses employed are the following:
- Calculation year 2009
- 5% discount rate
- Use of collective agreements for subsidiaries
- Retrospective calculation method for projected credit units
- 2009 reference salary, accounting for a 1% annual increase until end of career.
At December 31, 2009, the amount of the provision stood at €263K.
104
5.5.7.13.
Loans
Financial liabilities are broken down as follows:
31.12.09
Bonds
Medium-term bank liabilities
Other
TOTAL
0-3 months
3-6 months
6-12 months
Non-current
(1 yr +)
2011-2012
728
732
923
1,784
Current (within 1 yr)
4,167
0
4
39
9
4,219
31.12.08
3,334
0
3
3,337
18
6,692
4
39
9
737
732
962
1,788
The Group has fixed-rate loans with financial institutions worth €3,238K and variable-rate loans worth
€981K. At December 31, 2009, the amount of loans covered by acceleration clauses amounted to
€625K.
The agreements to be respected are the following:
- Ratio of net indebtedness / shareholders’ equity < 1
- Ratio of net indebtedness / EBITDA* < 3.5 (* cf. Glossary at section 10)
- Ratio of net indebtedness / cashflow* < 3 (* cf. Glossary at section 10)
These agreements were respected at December 31, 2009.
Over the period, the Group reimbursed €2,166K in bank loans, and took out loans totaling €3,000.
At December 31, 2009, no debts were financed by currencies other than the euro.
Net indebtedness
Financial liabilities
Shareholders' current accounts
Cash
Net indebtedness
31.12.09
4,219
2,179
7,362
-964
31.12.08
6,692
2,635
2,121
7,206
31.12.07
5,293
3,938
6,579
2,652
The Group is no longer in a position of net indebtedness, with positive cash holdings of €964K.
The Group also holds a share portfolio worth €8,810K (in fair value at December 31, 2009).
5.5.7.14.
Other liabilities
Compensation and benefits liabilities
Current accounts
Other
TOTAL
31.12.09
Current
Non-current
1,708
77
2,102
2,560
4,345
2,102
31.12.08
1,579
2,635
2,939
7,153
Other liabilities include €2,179K in current account advances contributed by founding shareholders.
These advances were waived, with return to profits clauses.
In 2002 and 2003, founding shareholders of Guillemot Corporation waived current accounts for a total
amount of €7.7 million. These waivers were combined with return to profits clauses, stipulating
reimbursement once the parent company became profitable again, which has been the case since
2006.
Out of this €7.7 million, €5,521K was reimbursed in between 2007 and 2009, pursuant to the terms set
out in the current account agreements, which stipulated reimbursement according to the net income of
the parent company Guillemot Corporation S.A.
Reimbursement may not exceed 80% of the first €4 million of net income, then 50% of the following
million, then 20% thereafter. Out of the €2,179K figuring on the balance sheet at December 31, 2009,
€77K will be reimbursed in 2010 and the balance of €2,102K (classified as non-current) will be
progressively reimbursed over the years to come at the level of 20% of the annual net income of the
parent company Guillemot Corporation SA. This debt was not discounted at December 31, 2009.
105
5.5.8. STATEMENT OF INCOME EXPLANATORY NOTES
5.5.8.1.
Purchases consumed, external expenses and personnel expenses

Purchases consumed
Purchases consumed relate to purchases of primary materials (electronic components), totaling
€33,039K for fiscal 2009.

External expenses
External expenses are broken down as follows:
Subcontracting purchases
Unstored purchases, materials and supplies
Other external expenses
TOTAL
31.12.09
1,181
167
9,777
11,125
31.12.08
1,544
254
10,916
12,714
Other external expenses principally include transportation, publicity, marketing and Research and
Development costs. These costs were 12.5% lower than the previous fiscal year, reflecting the active
policy of lowering operating costs put in place during the second quarter of 2009.
The total amount of Research and Development spending posted as expenses for the fiscal year
stands at €3,611K. Development costs assumed during the fiscal year have not been fixed. Rapid
product cycles and a variety of projects assigned to several product ranges do not allow for the
individualization of development costs, leading to a posting under expenses pursuant to the IAS 38
standard, as the Group is unable to measure spending linked to this asset during its developmental
phase in a reliable manner.

Personnel expenses
Personnel expenses include personnel remuneration and benefits expenses.
The amount in this entry stood at €8,979K in 2009, compared with €8,394K in 2008. This increase is
due mainly to an unfavorable basis for comparison, as the Group’s workforce increased in the second
half of fiscal 2008, while the workforce remained stable in 2009.
The amount linked to stock options accounted for as personnel expenses over the period is €381K.
These options were valued according to the Black & Scholes method, this model being best suited to
the valuation of options which cannot be exercised until the end of their lifespan.
5.5.8.2.
Depreciation and amortization are broken down as follows:
31.12.09
911
999
1,910
Depreciation and amortization on intangible fixed assets
Depreciation and amortization on tangible fixed assets
TOTAL
31.12.08
287
879
1,166
The sharp increase in amortization on intangible fixed assets relates to the signature of new licensing
contracts in 2009, with clauses stipulating guaranteed amounts due.
Depreciation and amortization on tangible fixed assets mainly relates to buildings for €277K and
technical installations for €603K.
Provisions allowances are broken down as follows:
Current assets provisions
Liabilities and expenses provisions
Inventory depreciation provisions
TOTAL
31.12.09
95
239
775
1,109
31.12.08
41
97
790
928
Provisions for liabilities and expenses include a provision of €201K relating to the implementation of a
new tax on netbooks in Germany.
Provisions for inventory depreciation mainly relate to the first products in the Hercules eCAFÉ™ range
of netbooks, and some products in the Thrustmaster brand’s range of accessories for the Nintendo DS
console.
106
5.5.8.3.
Changes in inventories of finished products
The change in inventories of finished products includes provisions recoveries on inventories and
negative and positive inventory variations, in particular.
5.5.8.4.
Other operating revenues and expenses
31.12.09
31.12.08
82
52
1
337
255
3
Revenues
Other current asset recoveries
Fixed assets disposal price
Total revenues
Expenses
Licenses
NBV of fixed asset disposals
135
595
-778
0
-89
-968
-1
-86
Total expenses
TOTAL
-867
-732
-1,055
-460
5.5.8.5.
Cost of net financial debt, other financial expenses and revenues
The cost of net financial debt stood at €204K at December 31, 2009. This includes interest expenses
and financial expenses linked to loans, as well as Forex losses and gains linked to the elimination of
financial liabilities. Cashflow revenues amounted to €93K over the period.
Other financial revenues and expenses are broken down as follows:
31.12.09
31.12.08
Forex differences
Latent gain/loss on Gameloft shares
Latent gain/loss on Ubisoft Entertainment shares
Gain/loss on Ubisoft Entertainment share disposals
Other
Total other financial revenues
133
138
0
0
0
271
0
0
0
0
0
0
Forex differences
Latent gain/loss on Gameloft shares
Latent gain/loss on Ubisoft Entertainment shares
Gain/loss on Ubisoft Entertainment share disposals
Other
Total other financial expenses
0
0
-3,481
0
0
-3,481
-1,636
-306
-17,956
-2,641
-6
-22,545

Forex effect linked to currency conversion of subsidiaries:
As all subsidiaries use local currency for their operations, the impact on shareholders’ equity is
€+162K.

Financial risk:
Pursuant to the IFRS 7 standard on financial instruments, the Group details hereafter its exposure to
various financial risks:
- Liquidity risk: At December 31, 2009, the Group had not used all of its loan and banking facilities,
and its net indebtedness was nil.
The Group holds a portfolio of marketable investment securities worth €8.8 million in fair value at
December 31, 2009. Loans covered by acceleration clauses amounted to €625K (cf. paragraph
5.5.7.13)
107
- Share price risk: The stock market price change on shares held impacts on the Group’s income. For
2009, a 10% decrease in the price of Ubisoft Entertainment shares (in relation to the price at
December 31, 2009) would have an impact of €-857K on financial income. A 10% decrease in the
price of Gameloft shares (in relation to the price at December 31, 2009) would have an impact of €24K on financial income.
At March 11, 2010, the closing price of Ubisoft Entertainment shares was €9.21, an decrease of
0.72%, resulting in the posting of a revaluation loss of €613K in the Group’s consolidated financial
statements at this date.
- Market rates variation risk: A 1% increase in interest rates, taken on an annual basis and considering
the balance at December 31, 2009 (the amount of variable-rate financial liabilities) would have an
impact of an increase in charges of €42K. At December 31, 2009, the Group held no rate coverage
contracts.
- Exchange rates variation: The balance of the Group’s currency-denominated assets and liabilities at
December 31, 2009 was broken down as follows (the position is given for non-covered amounts,
meaning those subject to currency variations):
Currency amounts exposed to positive or negative exchange rates variations:
(In €K)
Assets
Liabilities
Net pre-adjustment position
Off-balance-sheet position
Net post-adjustment position
USD
11,718
13,246
-1,528
0
-1,528
GBP
212
4
208
0
208
A 10% increase in the rate of the American dollar, taken on an annual basis and considering the
balance at December 31, 2009 (the amount of currencies subject to exchange variations) would have
an impact of an increase in financial charges of €106K.
The impact of exchange variations on other currencies is not significant.
At December 31, 2008, the Group held no Forex coverage contracts.
As all of the major players in the multimedia industry conduct transactions in US dollars, there is no
competitive advantage between one manufacturer and another translating into increased market
share. As a result of the indexation of sales prices to dollar cost prices by all players in the industry,
sales prices are either increased or decreased as a function of overall cost prices.
The main currency for hardware and accessory purchases is the US dollar. In the United States,
Canada and all other countries outside of Europe, the transaction currency is also the US dollar. In
Europe, the Group sells mainly in euros. Rapid currency variations and dips in the value of the US
dollar in particular may result in lower sale prices for the Group’s products and consequently impact
on the value of merchandise inventories. Conversely, a strong and rapid increase in the value of the
US dollar over the second half of the year would not allow the Group to offset this increase in full on
the sales prices of its products, given the seasonal nature of the company’s activities, and could result
in a temporary impact on gross margins.
It should be noted however that at the time of its orders, the Group purchases a portion of dollars in
cash, in order to cover the Forex risk linked to a possible increase in the value of the dollar.
- Credit risk: credit risk represents the risk of financial loss in the event where a customer would fail to
meet its contractual obligations. The Group has taken out credit insurance in order to protect against
this risk. The number of customers is reduced, as the Group relies mainly on wholesalers. In some
cases, the Group is obliged to grant additional credit where coverage is judged to be particularly illsuited.
108
5.5.8.6.
Income tax expenses
Income tax expenses are broken down as follows:
31.12.09
0
219
219
Deferred tax
Income tax payable
TOTAL
31.12.08
-526
547
21
Income tax payable corresponds to the total income taxes of all Group companies.
Deferred tax is calculated based on temporary differences relating to tax adjustments, consolidation
adjustments and losses carried forward.
In the light of loss-making results for fiscal years prior to 2006, the deferred losses balance of
€62,468K (cf. the following table) did not result in the posting of deferred tax assets in the Group’s
consolidated financial statements at December 31, 2009.
The Group is making use of loss carry back potential.

Income tax for the fiscal year:
31.12.09
Pre-tax income
Non-taxable income and expenses
Theoretical tax (33.33%)
-4,276
381
-1,298
Non-deductible/taxable income tax expenses and revenues
Income tax on previous losses carried forward
Income tax on non-included fiscal year losses
Income tax before adjustments
194
-113
1,461
244
Rate differences
Other
TOTAL

-24
-1
219
Deferred losses at December 31, 2009 are broken down as follows:
In €K
Guillemot GmbH (Germany)
Guillemot Corporation (HK) Ltd (Hong Kong)
Guillemot Ltd (England)
TOTAL
5.5.8.7.
56,555
1,672
3,360
456
425
62,468
Discontinued activities
The Group has not discontinued any activities over the course of the past five years.
5.5.8.8.
Earnings per share
Bas e earnings per s hare
31.12.09
31.12.08
-4,495
14,966
-257
14,709
-0.31
-22,311
14,966
-267
14,699
-1.52
Earnings
Indexed average num ber of s hares (K)
Treas ury s tock s hares
Bas e earnings per s hare
109
Earnings
Indexed average number of shares (K)
Treasury stock shares
Maximum number of shares to be created
Through bond conversion
Through option exercise
Through subscription rights exercise
5.5.8.9.
31.12.09
31.12.08
-4,495
14,966
-257
14,709
-22,311
14,966
-267
14,699
0
1,612
0
16,321
-0.28
0
1,653
0
16,352
-1.36
Advances and loans to executive management
No loans or advances have been made to executive management, in accordance with Article L.225-43
of the Commercial Code.
5.5.8.10.
Off-balance-sheet commitments
 Rental commitments:
€170K due in 2010
 Documentary credits:
€1,150K
5.5.8.11.
Executive management remuneration
Company Directors are Messrs. Claude Guillemot, Chief Executive Officer, along with Michel
Guillemot, Yves Guillemot, Gérard Guillemot and Christian Guillemot, Executive Managing Directors.
The gross amount of remuneration paid out between January 1, 2009 and December 31, 2009 by the
parent company as well as by its subsidiaries to Directors was €210K. No directors’ fees were paid.
No specific retirement program has been put in place for Directors. No commitments have been made
by the Group corresponding to elements of remuneration, indemnities or benefits due or potentially
due as a result of the undertaking, ending or changing of these functions or subsequent to the same.
No remuneration has been paid by virtue of a profit-sharing plan or bonuses. No share subscription or
purchase options have been granted.
5.5.8.12.
Workforce
At December 31, 2009, the Group had 170 employees worldwide, 75 of whom were managers.
Employees of the Group’s European companies accounted for 80% of the workforce, and employees
on other continents 20%.
5.5.8.13.
Elements regarding associated companies
The parent company’s capital is held by the company Guillemot Brothers S.A. (67.05%), the Guillemot
family (7.48%), Guillemot Corporation (1.72%) and public shareholders (23.75%).
Associated companies are the company Guillemot Brothers and the members of the Guillemot family
controlling the issuer, the Group's consolidated subsidiaries (cf. scope of consolidation presented at
paragraph 5.5.5) and the Ubisoft Entertainment and Gameloft groups, entities in which members of
the Guillemot family exercise control and hold significant voting rights.
The company Guillemot Corporation S.A. benefited over the course of previous fiscal years from
current account waivers for a total amount of €7.7 million on the part of founders of the Group’s parent
company and of the company Guillemot Brothers S.A.
There remains on the balance sheet an amount of €2,179K in shareholders’ current account
advances, which will be reimbursed over fiscal years to come, with the stipulation that reimbursement
may not exceed 20% of the parent company’s annual net income. For 2010, the amount to be
reimbursed stands at €77K.
110
Principal aggregates relating to the Ubisoft Entertainment and Gameloft groups:
31.12.09
Ubisoft Entertainment
2,571
116
6,921
843
(In €K)
Customer balance
Supplier balance
Revenues
Charges
Gameloft
1
3
32
59
5.6. POST-CLOSURE EVENTS
Nil.
5.7. DATA PERTAINING TO THE GUILLEMOT CORPORATION S.A. PARENT
COMPANY
(in €K)
Sales
Operating income
Pre-tax income
Net income
31.12.09
31.12.08
61,237
-260
308
308
50,162
-165
1,842
1,823
5.8. FEES PAID TO INDEPENDENT AUDITORS AND MEMBERS OF THEIR
NETWORKS
PricewaterhouseCoopers Entreprises
Amount (Net of tax)
%
2,009
2,008
2009
2008
Independent Auditors' fees
MB Audit
Amount (Net of tax)
2,009
2,008
%
2009
2008
Audit
* Commissionership of accounts,
certification, examination of
individual and consolidated accounts
- Issuer
- Globally integrated subsidiaries
* Other tasks and services directly
linked to Independent Auditor duties
- Issuer
- Globally integrated subsidiaries
Sub-total
Other services provided by networks to
globally integrated subsidiaries (a)
* Legal, fiscal, social
* Other (to be specified if > 10% of
audit fees)
Sub-total
TOTAL
55,500
4,000
54,900
4,000
93%
7%
87%
6%
39,500
3,000
39,000
3,000
88%
7%
90%
7%
0
0
0
0
0%
0%
0%
0%
0
0
0
0%
0%
0%
0%
59,500
58,900
100%
94%
42,500
42,000
94%
97%
0
0
0
4,000
0%
0%
0%
6%
0
2,500
0
1,200
0%
6%
0%
3%
0
59,500
4,000
62,900
0%
100%
6%
100%
2,500
45,000
1,200
43,200
6%
100%
3%
100%
111
5.9. INDEPENDENT AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL
STATEMENTS – FISCAL YEAR ENDED DECEMBER 31, 2009
To shareholders of
Guillemot Corporation SA
Place du Granier
BP 97143
35571 CHANTEPIE Cedex
Ladies and Gentlemen shareholders,
As part of the auditing duties conferred upon us at your general meeting, we present herewith our
report regarding the fiscal year ended December 31, 2009, on:
- our audit of the consolidated financial statements of the company Guillemot Corporation S.A., as
attached to this report;
- the justification of our assessments;
- the specific verifications required by law.
The consolidated financial statements have been prepared by your Board of Directors. It is our task to
provide an opinion on these consolidated financial statements, on the basis of our audit.
I - Opinion on the consolidated financial statements
We have conducted our audit in accordance with the professional standards of practice applicable in
France; these standards require due diligence procedures in order to ascertain with reasonable
certainty that the consolidated financial statements are free of material misstatement. An audit
consists of an examination, on a sampling basis or by other methods of selection, of elements
justifying the amounts and information presented in the consolidated financial statements. An audit
also includes an assessment of the accounting principles applied, as well as of the significant
estimates made in the presentation of the consolidated financial statements and of their overall
presentation. It is our view that the audit we have carried out forms a true and fair basis for the
opinion expressed below.
We hereby certify that the consolidated financial statements are orderly and sincere, according to the
IFRS reference as adopted in the European Union, and that they provide a faithful image of the
assets, financial standing and income of the whole comprised of the persons and entities included
within the scope of consolidation.
II - Justification of our assessments
Pursuant to the provisions of Article L. 823-9 of the Commercial Code relating to the justification of our
assessments, we bring the following elements to your attention:
The company systematically conducts, at each closing of accounts, a depreciation test on excess fair
market values and intangible fixed assets and also evaluates the existence of indications of a loss in
the value of fixed assets with an indefinite lifespan (the Hercules and Thrustmaster brands), pursuant
to the methods set out in notes 5.5.4.3. “Intangible fixed assets”, 5.5.4.5. “Depreciation of non-financial
assets,” as well as note 5.5.5.1. and 5.5.7.2. We have examined the methods employed in these
depreciation tests, as well as the cashflow forecasts and hypotheses employed, and have verified that
these notes provide the appropriate information.
The assessments thereby arrived at were in the context of our audit process for the annual
consolidated financial statements, taken in their entirety, and have therefore contributed to the
formation of our opinion expressed in the first section of this report.
112
III - Specific verifications
We have also carried out the specific verifications required by law of the information provided in the
Group’s management report, in accordance with the professional standards of practice applicable in
France .
We have no observations to offer on its sincerity or concordance with the consolidated financial
statements.
Rennes, April 26, 20010
Independent Auditors
Yves PELLE
MB Audit Sarl
Marc DARIEL
113
6.
FINANCIAL STATEMENTS AT DECEMBER 31, 2009
All entries are in €K.
6.1. BALANCE SHEET
ASSETS
(in €K)
Financial fixed assets
Total fixed assets
Inventories
Advances and payments on account
Trade accounts receivable
Other receivables
Marketable investment securities
Cash
Total current assets
Adjustment accounts
Gross
31.12.09
11,992
7,417
47,459
66,868
10,926
432
14,179
2,882
9,336
7,096
44,851
519
Amort/Depr
31.12.09
9,239
4,604
40,655
54,498
2,057
0
76
994
347
0
3,474
0
Net
31.12.09
2,753
2,813
6,804
12,370
8,869
432
14,103
1,888
8,989
7,096
41,377
519
Net
31.12.08
2,777
2,616
7,541
12,934
14,582
153
13,097
2,160
9,252
1,796
41,040
321
TOTAL ASSETS
112,238
57,972
54,266
54,295
LIABILITIES AND SHAREHOLDERS' EQUITY
(in €K)
Capital
Issuance, conversion and amalgamation premiums
Reserves
Carryforward
Net income
Total shareholders' equity
Provisions
Trade accounts payable liabilities
Other liabilities
Total liabilities
Adjustment accounts
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY
31.12.09
11,524
10,514
219
-934
308
21,631
632
4,245
20,132
792
35
6,338
31,542
461
31.12.08
11,524
10,514
219
-2,757
1,823
21,323
131
6,727
15,102
475
56
9,709
32,069
772
54,266
54,295
114
6.2. STATEMENT OF INCOME
(in €K)
31.12.09
31.12.08
Net sales
61 237
50 162
Stored production
-5 162
7 431
2 589
1 161
Total operating revenues
58 664
58 754
Purchases
33 051
34 074
Inventory change
1 101
-860
External expenses
20 858
22 126
Taxes and duties
156
160
Personnel expenses
267
268
1 697
1 345
Other expenses
Depreciation, amortization
and provisions allowance
1 794
1 806
58 924
58 919
-260
-165
1 503
2 445
investment security disposals
27
2 450
Interest and other financial revenues
96
233
548
431
Forex gains
1 327
1 102
Total financial revenues
3 501
6 661
Amort., depr. and provisions allowance
760
986
Interest and other financial expenses
538
683
Forex losses
787
2 500
48
65
Total operating expenses
Operating income
Financial revenues on investments
Net gain on other marketable
Amort., depr. and provisions recoveries
Net expenses on MIS disposals
Total financial expenses
2 133
4 234
Financial income
1 368
2 427
Ordinary income
1 108
2 262
Exceptional income
Pre-tax income
Fiscal year net income
-800
-420
308
1 842
0
-19
308
1 823
6.3. SELECTED PERFORMANCE RESULTS
The main performance results are as follows:
(in €K)
Fiscal year production
Added value
Gross operating deficit
Operating income
31.12.09
56,075
1,064
642
-260
31.12.08
57,593
2,253
1,825
-165
115
6.4. CASHFLOW TABLE
Cashflow linked to operating activities (in €K)
Net income
Depreciation, amortization and provisions allowance
Depreciation, amortization and provisions recovery
Net gain/loss on disposals
Operating income
Operating requirements change
Non-operating requirements change
Net change on amalgamation
Net change on subsidiary acquisitions/disposals
Capital increase or contribution
Debt issuance
Debt repayments
Shareholders' current account repayments
Net cashflow linked to financing activities
Cashflow change
Net cashflow at fiscal year-end
31.12.09
308
2,554
-3,075
0
-213
9,471
-508
8,963
31.12.08
1,823
2,897
-1,206
0
3,514
-6,971
652
-6,319
-1
-947
0
-74
0
0
0
-1,022
-28
-716
0
0
55
0
0
-689
0
3,000
-2,166
0
834
8,562
7,841
16,403
12
0
-1,904
0
-1,892
-5,386
13,227
7,841
6.5. APPENDICES TO FINANCIAL STATEMENTS
The notes and tables hereafter, presented in thousands of euros, form an integral part of the financial
statements and represent an appendix to the balance sheet, before allocation of net income for the
fiscal year ended December 31, 2009. The balance sheet total amounts to €54,266K. The income
statement showed a profit of €308K.
The fiscal year had a duration of twelve months, spanning the period from January 1 to December 31,
2009.
6.5.1. SIGNIFICANT EVENTS OF THE FISCAL YEAR
Fiscal 2009 was distinguished by the continued growth of the activities of the company Guillemot
Corporation S.A.
Annual sales amounted to €61.2 million, an increase of 22.08% in relation to the previous fiscal year.
Operating
income
showed
a
loss
of
€260K,
compared
with
a
loss
of
€165K at December 31, 2008.
During the first half of the year, the company Guillemot Corporation S.A. received dividends from its
subsidiaries for a total amount of €1,503K.
The company Guillemot Corporation S.A. reimbursed a total of €2,797K in current account debts,
including €2,341K in debts toward subsidiaries, and €456K toward founding shareholders.
Over the period, the company Guillemot Corporation S.A. took out new loans for an amount of
€3,000K, and reimbursed loans worth €2,166K.
Net indebtedness amounted to €-8,059K at December 31, 2009, compared to a balance of
€2,764K at December 31, 2008.
6.5.2. FINANCIAL ACCOUNTING REPORTING PRINCIPLES
Guillemot Corporation SA’s annual financial statements follow the provisions relating to individual
accounts of CRC regulation number 99-03, ratified by the decree June 22, 1999. As of January 1,
2005, the company has applied the new accounting regulations on assets pursuant to CRC regulation
02-10 relating to amortization and depreciation of assets, and CRC regulation 04-06 relating to the
definition, evaluation and accounting of assets.
116
Generally accepted accounting practices are applied in accordance with the principle of conservatism
pursuant to the following basic regulations:
- going concern
- consistency of application of accounting policies and methods
- clearly identifiable accounting periods
and other generally recognized principles regarding the presentation of financial statements.
The basic method employed for the valuation of items recorded in the financial statements is the
historic cost method.
6.5.3. FINANCIAL ACCOUNTING REPORTING POLICIES AND METHODS
6.5.3.1.

Goodwill
Goodwill includes all intangible elements acquired by the company (customer base, market share,
expertise and so on) allowing it to carry out its activities and pursue its development.
The current value of goodwill is reviewed at each closing of accounts, comparing the market value to
the going value.
The market value corresponds to the amount which may be obtained at sale, during a transaction
concluded under normal market conditions. The going value is determined according to expected
cashflow.
Goodwill is subject to depreciation if the asset worth is higher than the greater of the market or going
values.

Brands
The brands acquired by the company have an undetermined lifespan.
The brands acquired by the company are subject to depreciation tests at each closing of accounts.
The current value of brands is determined according to the market and their usefulness to the
company. This is the result of a comparison between the market value and going value.
At closing, if the net book value is higher than the greater of the market or going values, depreciation
is recorded.

Research and Development costs
Research and Development costs are accounted for as expenses for the period to which they relate.
Development production costs are determined in accordance with the Conseil National de la
Comptabilité (National Accounting Advisory Board) pronouncement of April 1987, and must also
respect the six knock-in conditions stipulated by the CRC 2004-06. According to the PCG (Plan
Comptable Général – General Accounting Plan), this means that the company must respect the
following cumulative conditions:
- The ability to use or sell the intangible fixed asset,
- The way in which the intangible fixed asset will generate probable future economic benefits,
- The availability of resources (technical, financial or other) required to complete the development and
use or sell the intangible fixed asset,
- The ability to measure spending linked to the intangible fixed asset in a dependable manner during
its developmental phase.
Currently, Research and Development costs are accounted for as expenses, as very short product
cycles and a variety of projects common to several product ranges do not allow for the
individualization of development costs.

Patents and software
These are amortized on a straight-line basis over their actual duration of use.
6.5.3.2.
Tangible fixed assets are recorded at their historic costs.
according to fixed assets’ probable duration, are as follows:
- Buildings:
- Fixture and fittings:
- Technical installations:
5 to 10 years (straight-line)
117
The amortization periods, determined
- Computer equipment:
- Office equipment:
- Furniture:
- Vehicles:
6.5.3.3.
Portfolio securities are recorded at their acquisition prices, excluding incidental costs. The asset value
of each investment is assessed as a function of its share of the company’s reevaluated net worth, as
well as its future growth potential. When this value is less than the recorded value, depreciation is
recorded for the amount of the difference.
The fair asset value of financial assets is the average price during the last trading month of the fiscal
year, for listed securities. If the asset value is less than the acquisition price, a provision for
depreciation is recorded.
6.5.3.4.
Inventories
Inventories are valued at their procurement costs. The gross value of inventory includes the purchase
price and incidental fees.
Inventories are valued according to the FIFO method.
Depreciation provisions are recorded when the cost of inventory is greater than its probable sale value
less sales and marketing costs.
6.5.3.5.
Advances and payments on account correspond to advances on orders paid to suppliers.
The company pays license fees in advance to third parties for distribution and production rights.
The signature of licensing contracts may entail the payment of guaranteed amounts.
When billed for by third parties, these amounts are registered in a prepayment account and amortized
on a pro rata basis according to product sales. When guaranteed amounts have not yet been
registered in their entirety, an off-balance-sheet commitment is recorded for the balance.
At year-end, the unamortized amounts are reviewed against the related products’ sales potential, and
where sales prospects are insufficient, additional amortization is recorded.
6.5.3.6.
Trade accounts receivable are recorded at their book value. Receivables are amortized, if need be,
when their asset value is less than their book value.
6.5.3.7.
Current account advances
Current account advances to subsidiaries are subject to a provision if the subsidiary’s net worth falls
below the asset value of the investment.
6.5.3.8.
Translation of foreign currency denominated receivables and
payables
Foreign currency denominated receivables and payables not covered by short-term Forex hedge sales
or purchase contracts are converted at their rate at December 31, 2009, with the resulting loss or gain
recorded on the balance sheet under a separate heading. A provision for foreign exchange loss is
recorded where a loss is deemed likely to occur.
Forex gains or losses resulting from short-term Forex hedge sales or purchase contracts attached to
receivables and liabilities are included in financial income.
6.5.3.9.
Parent company securities acquired by the Group on the stock market are included in this category
according to the purchasing objective.
Securities are valued at the market price on the last day of the closing month.
A provision is made for unrealized potential depreciation.
Pursuant to the terms of Articles L.225-209 and following of the Commercial Code, treasury stock
shares held in the context of a share buyback program are accounted for as marketable investment
securities.
118
6.5.3.10.
Cash
Cash is composed of accounts at banks.
6.5.3.11.
Provisions
Provisions for Forex losses relating to the conversion of receivables and debts into foreign currencies,
as well as commercial liabilities and disputes, are included under this heading.
6.5.4. BALANCE SHEET ACCOUNT EXPLANATORY NOTES
6.5.4.1.
Intangible fixed assets are broken down as follows:
Gross book values
Brands and goodwill
Concessions, patents, licenses, brands, software
TOTAL
31.12.08
11,782
213
11,995
Increase
0
1
1
Decrease
0
4
4
31.12.09
11,782
210
11,992
Brands include the Thrustmaster and Hercules brands acquired.
The decrease in the "Concessions, patents, licenses, brands, software" entry for an amount of €4K
corresponds to the discarding of software, and to relinquishment of patents.
Amortization and depreciation
Brands and goodwill
Concessions, patents, licenses, brands, software
TOTAL
31.12.08
9,051
167
9,218
Increase
0
25
25
Decrease
0
4
4
31.12.09
9,051
188
9,239
The Thrustmaster brand has a net balance sheet value of €1,300K against an acquisition cost of
€9,410K, while the Hercules brand has a net balance sheet value of €1,432K against an acquisition
cost of €1,432K.
Research and Development costs were accounted for as expenses over the fiscal year, as the
company is unable to meet all of the activation criteria stipulated by CRC 2004-06.
6.5.4.2.
Tangible fixed assets are broken down as follows:
Gross values
Land
Buildings and leasehold improvements
Technical installations/hardware
Fixed assets under construction
TOTAL
31.12.08
219
2,979
3,242
30
6,470
Increase
0
0
775
947
1,722
Decrease
0
0
0
775
775
31.12.09
219
2,979
4,017
202
7,417
Amortization and depreciation
Land
Buildings and leasehold improvements
Technical installations/hardware
TOTAL
31.12.08
0
1,394
2,459
3,853
Increase
0
164
587
751
Decrease
0
0
0
0
31.12.09
0
1,558
3,046
4,604
Fixed assets under construction are composed of production materials currently being manufactured.
The decrease in these fixed assets under construction corresponds to a transfer to the "hardware"
entry for €775K. The acquisition of materials corresponds to the molds used for production.
6.5.4.3.
Financial fixed assets are broken down as follows:
Participating interests
Receivables related to investments
Deposits and guarantees
TOTAL
31.12.08
46,879
1,074
498
8
48,459
119
Increase
0
0
557
0
557
Decrease
0
1,074
483
0
1,557
31.12.09
46,879
0
572
8
47,459
Securities of company subsidiaries were provisioned for €40,268K:
31.12.08
Subsidiaries’ securities
Gross value
Amortization
Net

Decrease
Allowance
Recoveries
0
0
0
299
46,823
40,286
6,238
0
299
6,537
Companies 100% depreciated:
€15K
€12,211K
Other companies (depreciated according to their net worth):
- Guillemot Inc (Canada)
- Guillemot Srl (Italy)
- Guillemot Recherche et Développement Inc (Canada)
- Guillemot S.A. (Belgium)

31.12.09
46,823
40,585
- Guillemot GmbH (Germany)
- Guillemot Ltd (UK)

Increase
€22,888K
€4,838K
€132K
€202K
Subsidiaries table
Currency
Reg. Office
Book value of
securities (€K)
Financial information (in €K)
Shareholders'
equity other
than capital
(net income
incl.)
Capital
Capital
ownership
Value of
Value of
Amount of
loans and pledges and dividends
advances to guaran-tees received
company
given
(€K)
Last fiscal Last fiscal
year sales year income
(excl.
taxes)
Net
Gross
EUR
Carentoir
4,254
618
99.42%
4,939
193
4,239
4,239
0
-
998
EUR
Carentoir
222
439
99.96%
2,706
114
222
222
0
-
505
Guillemot Ltd (UK)
GBP
Chertsey
9,629
-9,753
99.99%
257
16
12,211
0
146
-
-
Guillemot S.A (Belgium)
EUR
Schaerbeek
175
39
99.93%
14
1
416
214
0
-
-
Guillemot Suisse SA (Switzerland)
CHF
Lausanne
99
1,856
99.66%
0
114
457
457
0
-
-
Guillemot GmbH (Germany)
EUR
Obermichelbach
511
-1,381
99.75%
1,112
36
15
0
1,032
-
-
Guillemot Corporation (H-K) limited (Hong Kong)
HKD
Hong Kong
1
155
99.50%
913
35
23
23
35
-
-
Guillemot Recherche et Développement Inc (Canada)
CAD
Montréal
1,098
27
99.99%
663
18
1,257
1,125
0
-
-
USD
Sausalito
69
89
99.99%
0
-1
8
8
0
-
-
CAD
Montréal
31,822
-31,678
74.89%
1,680
242
23,032
144
0
-
-
Guillemot SRL (Italy)
EUR
Milan
10
75
100.00%
390
15
4,923
85
0
-
-
Guillemot Romania Srl (Romania)
RON
Bucharest
17
132
100.00%
903
38
20
20
0
-
-
46,823
6,537
TOTAL
Other long-term securities represent 132,619 treasury stock securities for a value of €477K.
At December 31, 2009, Guillemot Corporation securities were valued at the average price in
December of €1.24.
The average purchase price of Guillemot Corporation securities was €3.60.
120
31.12.08
Treasury stock
Increase
Decrease
31.12.09
Allowance
Recoveries
132,619
0
0
132,619
Gross value
Amortization
477
277
0
36
0
0
477
313
Net
200
36
0
164
Number of securities
6.5.4.4.
Inventories
Inventories are broken down as follows:
Stored packaging
Finished goods
Materials and goods in progress
TOTAL
Gross
31.12.09
20
8,880
2,026
10,926
Depreciation
31.12.09
0
763
1,294
2,057
Net
31.12.09
20
8,117
732
8,869
Net
31.12.08
37
12,988
1,557
14,582
Inventories are composed of components and electronic subsets as well as finished products.
Depreciation is posted when the value of inventory is greater than its realizable value. 3D Display
activities were terminated at the start of 2004. Depreciation totaled €1,249K on 3D Display products
and €808K on other products, mainly including a provision linked to the first products in the Hercules
eCAFÉ™ netbook range, and to Thrustmaster accessories for the Nintendo DS console.
Inventories decreased by 39% over the period, as inventory levels at December 31, 2008 were high,
following the launch of the new Hercules eCAFÉ™ netbook range and the anticipated supply
commitments.
6.5.4.5.
This relates to advances on orders paid to product suppliers. The amount of advances stood at
€432K at fiscal year end.
6.5.4.6.
Trade accounts receivable are broken down as follows:
Customers
TOTAL
Gross
31.12.09
14,179
14,179
Provision
31.12.09
76
76
Net
31.12.09
14,103
14,103
Net
31.12.08
13,097
13,097
Customer receivables are subject to credit insurance, which covered most of the customers entry at
December 31, 2009. Depreciation is posted where the asset value of receivables is less than their
book value. The asset value of receivables from subsidiaries is valued according to their net worth.
The Customers entry had a net value of €14,103K at December 31, 2009, compared with €13,097K at
December 31, 2008. This increase is due to the growth in activities at the end of the year, reduced by
application of the law regarding modernization of the economy (Loi de Modernisation de l’Economie,
LME) in 2009.
6.5.4.7.
Receivables and debts/liabilities
Receivables and debts/liabilities are broken down as follows:
Current asset receivables
Supplier debtors
State (VAT and other receivables)
Intercompany
Prepaid expenses
TOTAL
Gross amount
Less than 1 yr.
1 yr. +
70
14,179
1,598
1,213
89
17,149
70
14,179
1,598
1,213
89
17,149
0
121
Current account advances in the amount of €1,213K relate mainly to Guillemot GmbH (Germany) for
€1,032K, Guillemot Ltd (UK) for €146K, Guillemot Ltd (UK) for €184K, and Guillemot Corporation HK
Ltd (Hong Kong) for €35K.
State receivables are composed mainly of VAT receivables for €1,579K, including €1,017K relating to
VAT credit reimbursement requests. The "Supplier debtors" entry is composed of accrued income.
DEBTS/LIABILITIES STATEMENT
Gross amount
at 31.12.09
4,176
0
40
29
20,132
792
2,556
35
3,782
31,542
3,000
0
2,166
0
Bonds
Medium-term bank debt
Other liabilities
Intercompany
TOTAL
Loans taken out during the fiscal year
Loans repaid through bond conversion
Loans repaid through reimbursement
Loans received from individuals
Due in less
than 1 year
2,393
Due in
1 year +
1,783
0
29
20,132
792
2,556
35
3,782
29,719
40
1,823
At fiscal year end, the company Guillemot Corporation S.A. held fixed rate loans with financial
institutions for €3,230K, and variable rate loans for €946K.
Over the period, the company Guillemot Corporation S.A. took out new loans for a total amount of
€3,000K, and reimbursed €2,166K worth of loans.
With respect to the current account waivers of 2002 combined with return to profits clauses, the
company Guillemot Corporation has reintegrated an amount of €77K into balance sheet liabilities in
terms of current account debts toward founding shareholders.
The company Guillemot Corporation S.A. proceeded with the partial reimbursement of current account
debts toward its subsidiaries for a total amount of €2,341K. At fiscal year end, the current account
advances granted by the subsidiaries Hercules Thrustmaster SAS (France) and Guillemot Suisse S.A.
(Switzerland) represented €1,600K and €2,104K, respectively. It should be noted that the company
Guillemot Suisse S.A. (Switzerland) is currently undergoing liquidation.
31.12.09
31.12.08
0
4,205
40
0
6,687
40
3,781
8,026
7,085
13,812
8,989
7,096
16,085
-8,059
9,252
1,796
11,048
2,764
Debenture
Financial institution loans and debts
Financial loans and debts
Available funds
Net marketable investment securities
Cash
Net indebtedness
The company is no longer in a position of net indebtedness, with net cashflow of €8,059K at
December 31, 2009, compared with net cashflow of €- 2,764K at December 31, 2008.
The portfolio of marketable investment securities valued at their average price during December 2009
stood at €9,020K, resulting in a latent capital loss of €316K.
6.5.4.8.
This heading includes 124,606 treasury stock shares for a value of €211K, 863,874 Ubisoft
Entertainment S.A. securities for a value of €8,934K and 68,023 Gameloft S.A. securities for a value of
€191K.
122
Gross
31.12.09
9,125
211
9,336
Treasury stock
TOTAL
Provision
31.12.09
291
56
347
Net
31.12.09
8,834
155
8,989
Net
31.12.08
9,048
204
9,252
At December 31, 2009, treasury stock shares were valued at their average price in December of
€1.24, and are subject to a depreciation provision for an amount of €56K. The asset value of
Gameloft S.A. and Ubisoft Entertainment S.A. securities amounted to €222K and €8,643K at the end
of the fiscal year, respectively.
6.5.4.9.
Cash
31.12.09
7,096
-29
7,067
Cash
Banking facilities
Net banking position
6.5.4.10.

31.12.08
1,796
-3,335
-1,539
Adjustment accounts
Assets:
31.12.09
89
0
0
430
519
Prepaid expenses
Deferred expenses allocated over a number of fiscal years
Bond redemption premium
Asset Forex adjustment
TOTAL
31.12.08
190
0
0
131
321
Asset Forex adjustments arise mainly from the translation at closing rates of receivables and liabilities
denominated in foreign currencies. A provision for unrealized losses has been made.

Liabilities:
Deferred revenues
Liability Forex adjustment
TOTAL
31.12.09
31.12.08
338
122
460
371
400
771
Forex adjustments arise mainly from the translation, at closing rates, of liabilities denominated in
foreign currencies.
6.5.4.11.
Accrued revenues
Suppliers' credit to be received
Accrued income
Customers - invoices to be settled
TOTAL
6.5.4.12.
31.12.09
69
0
54
123
31.12.08
107
0
2
109
Accrued expenses
Financial institution loans - accrued interest
Accrued expenses - expected invoices
Customers - balances to be paid
Accrued taxes and social security benefits
Other expenses to be paid
TOTAL
31.12.09
37
6,886
1,769
84
653
9,429
123
31.12.08
78
5,743
2,114
74
445
8,454
6.5.4.13.
Elements regarding associated companies (Group subsidiaries)
Participating interests
€46,823K
Gross current assets
€1,987K
€1,213K
Gross liabilities
€5,221K
€3,704K
Financial revenues
Financial expenses
€1,562K
€189K
6.5.4.14.
Balance sheet provisions and allowances
Increase
Provisions
Forex
Expenses
Total
At 31.12.08
131
0
131
430
202
632
Decrease
Used
131
131
Unused
0
0
0
At 31.12.09
430
202
632
Forex provisions relate mainly to the discounting of foreign currency-denominated receivables and
debts at the closing of accounts. The provision recovery for expenses concerns the application of a
tax on netbooks in Germany, effective retroactively.
Depreciation
Inventories
Other provisions for depreciation
Total
Allowance
Increase
0
36
763
53
0
294
1,146
At 31.12.08
40,641
277
2,607
1,236
9,051
1,165
54,977
Recovery
Decrease
299
0
1,313
1,213
0
118
2,943
At 31.12.09
40,342
313
2,057
76
9,051
1,341
53,180
The increase in the provision for finished products (excluding 3D) of €763K mainly includes a provision
linked to the Hercules eCAFÉ™ netbook range, as well as to Thrustmaster accessories for the
Nintendo DS console. The decrease in depreciation of €1,313K, including €400K for 3D Display
products, is explained by the sale or destruction of elements for which losses in value were posted
during the previous fiscal year.
Treasury stock shares and marketable investment securities, valued at their average rates in
December 2009, were subject to additional depreciation at the end of the fiscal year for a total amount
of €253K.
The company depreciated accounts attached to its subsidiaries according to their net positions
(participating interests for €40,286K, and current account advances for €994K).
Depreciations on other ex-Group receivables amount to €76K and relate to old contested and doubtful
receivables.
6.5.4.15.
Capital
At 31/12/08
14,965,876
(in
€)
0.77
At 31/12/09
14,965,876
0.77
Number of securities Nominal value
Capital is composed of 14,965,876 shares with a nominal value of €0.77 each.
Treasury stock accounted for 1.72% of capital.
124
Amount
(in €)
11,523,724.52
11,523,724.52

Changes to shareholders’ equity table
Balance before
allocation of fiscal
year income at
31.12.08
11,524
In €K
Capital
Issuance and
conversion premiums
Merger premium
Legal reserve
10,396
118
219
Debit carryforward
Income
TOTAL
-2,757
1,823
21,323

Fiscal year
income at
31.12.09
Balance at
31.12.09
11,524
10,396
118
219
1,823
-1,823
0
-934
0
21,323
10,396
118
219
0
-934
308
21,631
308
308
Maximum number of shares to be created:
Through option exercise:

Allocation of
fiscal year After allocation of
income at fiscal year income
at 31.12.08 Capital increase
31.12.08
11,524
2,031,298
Stock option plans:
Number of shares
Nominal value
Subscription price
Exercise date
1st Plan
14.11.98
96,466
0.77 €
16.76 €
from 27.11.03
to 14.11.08
2nd Plan
06.12.99
100,000
0.77 €
36 €
from 06.12.04
to 06.12.09
3rd Plan
17.04.01
28,000
0.77 €
29 €
from 17.04.05
to 17.04.11
4th Plan
18.04.01
72,000
0.77 €
29 €
from 18.04.02
to 18.04.11
0
96,466
0
0
100,000
0
0
0
28,000
0
0
72,000
5th Plan
04.11.02
199,998
0.77 €
1.36 €
from 04.11.06
to 04.11.12
0
6th Plan
01.09.03
459,000
0.77 €
1.83 €
from 01.09.07
to 01.09.13
6700
7th Plan
22.02.06
433,000
0.77 €
1.74 €
from 22.02.10
to 22.02.16
0
8th Plan
22.02.06
246,000
0.77 €
1.77 €
from 22.02.08
to 22.02.16
0
0
199,998
0
452,300
0
433,000
0
246,000
9th Plan
18.02.08
383,000
0.77 €
1.91 €
from 18.02.12
to 18.02.18
0
0
383,000
10th Plan
18.02.08
217,000
0.77 €
1.91 €
from 18.02.10
to 18.02.18
0
0
217,000
Number of shares
Nominal value
Subscription price
Exercise date
Number of shares
Nominal value
Subscription price
Exercise date
125
6.5.4.16.
Advances and loans to executive management
No loans or advances have been made to executive management, in accordance with Article L.225-43
of the Commercial Code.
6.5.5. STATEMENT OF INCOME EXPLANATORY NOTES
6.5.5.1.
Sales breakdown
By geographic zone
(in €K)
France
EU (excluding France)
Other
TOTAL
31.12.09
31.12.08
25,573
28,024
7,640
61,237
22,158
23,103
4,901
50,162
By sector of activity
(in €K)
Thrustmaster
Hercules
TOTAL
31.12.09
31.12.08
14,242
46,995
61,237
18,096
32,066
50,162
6.5.5.2.
Stored production
Stored production is broken down as follows:
31.12.09
-5,162
-5,162
Stored production
Total
6.5.5.3.
31.12.08
7,431
7,431
31.12.09
2,126
279
184
2,589
Provisions recoveries
Expense transfers
Other revenues
Total
31.12.08
633
266
262
1,161
Provisions recoveries relate mainly to inventories for €913K and receivables for €1,213K, and are
broken down as follows:
- The provisions recovery on inventories is explained by the sale or destruction of elements for which
losses in value had been posted.
- The provisions recovery relates mainly to the receivables of the company Guillemot K.K (Japan) for
€1,077K, receivables for which the company Guillemot Corporation S.A. had granted a cancellation of
debt during the fiscal year. The balance relates to a provisions recovery for the company Guillemot
Inc (Canada) for €98K, given its net worth at the end of the fiscal year, and to various doubtful
provisions recoveries which are definitely non-recoverable for €38K.
6.5.5.4.
Purchases consumed
Primary material purchases
Inventory variations
Total
6.5.5.5.
31.12.09
33,051
1,101
34,152
31.12.08
34,074
-860
33,214
Other operating expenses are broken down as follows:
Other external purchases and expenses
Other expenses
Total
31.12.09
20,858
1,697
22,555
126
31.12.08
22,126
1,345
23,471
Transportation services accounted for €1,955K.
Other external expenses are mainly composed of subcontracting services for €8,401K, including
€6,930K in subsidiary-related services, and marketing and publicity services for €4,631K.
As development costs cannot be individualized, the company is no longer able to reliably measure
spending linked to this asset during its developmental phase. The amount of spending directly
registered in expenses in 2009 amounted to €3,611K.
Other operating expenses essentially include license fees for an amount of €1,624K. Operating
licenses are charged against the product sales to which they relate on a pro rata basis. Bad debt
amounted to €71K.
6.5.5.6.
Salaries and processing
Benefits expenses
Total
Personnel expenses
31.12.09
210
57
267
31.12.08
208
60
268
Guillemot Corporation S.A.’s personnel is composed solely of five legal representative Directors.
6.5.5.7.
Depreciation, amortization and provisions allowance
Fixed asset depreciation and amortization
Current assets depreciation
Total
31.12.09
776
816
202
1,794
31.12.08
648
1,158
0
1,806
Depreciation on current assets includes an allowance of €763K relating to inventories of finished
products linked to the Hercules eCAFÉ™ netbook range, as well as Thrustmaster accessories for the
Nintendo DS console. The balance of €53K relates to depreciations on doubtful receivables.
The provision for liabilities and expenses for €202K relates to the implementation of a tax on netbooks
in Germany, effective retroactively.
6.5.5.8.
Financial income
31.12.09
1503
1503
548
760
-212
1,327
Financial revenues on investments
Total other financial revenues
Recovery on provisions and expense transfers
Financial allowance on amortization and provisions
Total allowance and provision recoveries
Forex gains
Forex losses
Total Forex differences
Net revenues on marketable investment security disposals
Net expenses on marketable investment security disposals
Income on marketable investment security disposals
Other assimilated interest and revenues
Assimilated interest and revenues
Total interest revenues and expenses
TOTAL
31.12.08
2445
2445
431
986
-555
1,102
787
2,500
540
27
48
-21
96
538
-442
1,368
-1,398
2,450
65
2,385
233
683
-450
2,427

Forex and market risks
At December 31, 2009, the Group held no rate coverage contracts. Forex income for the fiscal year
stands at €540K.
127
Financial revenues from investments

Financial revenues from investments corresponds to the dividends paid by the subsidiaries Guillemot
Administration et Logistique SARL (France) for €505K, and Hercules Thrustmaster SAS (France) for
€998K.

Financial provisions recoveries and allowances
As a result of the financial difficulties encountered by the subsidiaries of Guillemot Corporation S.A.,
the company was obliged to depreciate all accounts associated with its subsidiaries during previous
fiscal years. With respect to the net worth amounts at December 31, 2009, the participating interests
and current account advances of some subsidiaries were subject to provisions recoveries. Mainly
involved are the participating interests of the subsidiaries Guillemot Inc (Canada) for €144K and
Guillemot Recherche et Développement Inc (Canada) for €140K, and the current account advances
granted to the subsidiaries Guillemot Ltd (UK) for €7K and Guillemot GmbH (Germany) for €35K.
The other provisions recoveries relate to various recoveries for latent foreign exchange losses for
€131K. The company Guillemot Corporation S.A. posted a provision of €430K to cover the latent
foreign exchange loss risk at the end of the fiscal year.
Treasury stock shares and marketable investment securities, valued at their average stock market
price in December 2009, were subject to an allowance for a total amount of €330K (treasury stock for
€40K, and Ubisoft Entertainment securities for €290K).
The company Guillemot Corporation S.A. posted a provisions recovery on Gameloft securities for
€77K.

Net revenues and expenses on marketable investment securities disposals
The company Guillemot Corporation SA posted disposal income on treasury stock shares of €-21K
during the year, within the context of the liquidity contract in effect.

Interest revenues and expenses
Interest revenues are chiefly comprised of €13K of interest in delayed payments by subsidiaries, and
€46K in interest on current account advances granted to subsidiaries.
Financial revenues also include an amount of €36K which corresponds to the reintegration into
balance sheet assets of current account advances, waived by the parent company in 2004 to the
benefit of its subsidiary Guillemot GmbH (Germany) with a return to profits clause.
Expenses for loan interest and banking institution interest account for €205K.
Current account interest charges account for €188K.
Discounts granted total €145K.
6.5.5.9.
Exceptional income
Exceptional income includes extraordinary elements and elements which are unusual in terms of their
amount or their effect on current activities.
31.12.09
0
0
400
400
0
1,200
0
1,200
-800
Exceptional revenues on management transactions
Exceptional revenues on capital transactions
Recoveries on provisions and expense transfers
Total exceptional revenues
Exceptional expenses on management transactions
Exceptional expenses on capital transactions
Exceptional amortization and provision allowances
Total exceptional expenses
TOTAL
31.12.08
0
0
37
37
1
456
0
457
-420
Recoveries on exceptional provisions relate mainly to allowance recoveries posted during previous
fiscal years, linked to the ending of 3D Display activities for €400K.
Exceptional expenses include an amount of €77K corresponding to the reintegration into balance
sheet liabilities of current account debts toward founding shareholders.
128
These current account advances were waived by the shareholders in 2002 with return to profits
clauses.
The balance of exceptional expenses corresponds to the cancellation of debt granted to the company
Guillemot K.K (Japan) for €1,123K.
6.5.5.10.
Current income
Exceptional income
Net income
-887 567
322 632
-564 935
887 567
-322 632
564 935
Taxes due
0
0
0
Tax credits
0
0
0
Taxable base
Carry-forward of losses to be
applied
The net decrease/increase in future income tax liability:
Temporarily non-deductible expenses (to be deducted next year):
- Organic provision
€81K
- Forex change
€552K

Table of losses carried forward
Losses carried forward
6.5.5.11.
2009
2006
2005
2004
2003
2002
Total
565
1,229
9,171
7,006
7,690
30,869
56,530
Average workforce
Total
5
31.12.09
Management
5
Non-management
0
The workforce at December 31, 2009 was composed solely of legal representative Directors.
6.5.5.12.

Nil.
Financial commitments
Guarantees given:

Letters of intent:
Letter of support to Guillemot GmbH (Germany) and Guillemot Ltd (UK) as a shareholder regarding
the continuity of operations at these companies.

Nil.
Guarantees received:

Non-matured discounted notes:
€546K.

Nil.
Pledges:

Outstanding documentary credits:
€1,150K.

Pension retirement benefits:
As the workforce is composed solely of legal representative Directors, no pension retirement benefits
are due.
129
Minima guaranteed on licenses:

€1,053K.

Return to profits clause:
Commitments given:
The company Guillemot Corporation SA received current account waivers granted during fiscal 2002
for a total amount of €6,500K on the part of the founders of the company.
These waivers are combined with a return to profits clause. The total amount reintegrated into
balance sheet liabilities during previous fiscal years amounts to €4,321K. As fiscal 2009 showed a
profit and given the reimbursement terms, the company reintegrated an amount of €77K into balance
sheet liabilities, representing 20% of 2009 annual net income. The remaining €2,102K will be
progressively re-integrated into balance sheet liabilities over the coming years at the rate of 20% of
annual net income.
Commitments received:
Moreover, Guillemot Corporation SA has waived €6 million in current account expenses for its
subsidiary Guillemot GmbH (Germany).
This waiver is combined with a return to profits clause, whereby repayments may not exceed 50% of
annual net income once the company returns to profits. As fiscal 2009 showed a profit for the
subsidiary Guillemot GmbH (Germany) and given the reimbursement terms, the company Guillemot
Corporation S.A. reintegrated an amount of €36K into its balance sheet assets. The remaining
€5,868K will be progressively reimbursed over the coming years at the rate of 50% of annual net
income.

Foreign exchange coverage
Forward buying of USD 1,000K.
6.5.5.13.
Executive management remuneration
Remuneration for legal representative Directors paid out between January 1, 2009 and December 31,
2009 amounted to €210K.
6.5.5.14.
Consolidating company
Place du Granier, BP 97143 - 35571 CHANTEPIE Cedex
6.5.6. POST-CLOSURE EVENTS
Nil.
6.5.7. NET INCOME APPROPRIATION FORECAST
The fiscal year ended December 31, 2009 generated a profit of €307,972.69.
The net income appropriation forecast is calculated using the profit on the retained losses account for
€307,972.69.
130
6.6. INDEPENDENT
STATEMENTS
AUDITORS’
REPORTS
ON
YEAR-END
FINANCIAL
6.6.1. INDEPENDENT AUDITORS’ REPORT ON FINANCIAL STATEMENTS – FISCAL YEAR ENDED
DECEMBER 31, 2009
To shareholders of
Guillemot Corporation S.A.
Place du Granier
BP 97143
As part of the auditing duties conferred upon us at your general meeting, we present herewith our
report regarding the fiscal year ended December 31, 2009, on:
- our audit of the financial statements of the company Guillemot Corporation S.A., as attached to this
report;
- the justification of our assessments;
- the specific verifications and information required by law.
The annual financial statements have been prepared by your Board of Directors. It is our task to
provide an opinion on these financial statements, on the basis of our audit.
I - Opinion on the annual financial statements
We have conducted our audit in accordance with the professional standards of practice applicable in
France; these standards require due diligence procedures in order to ascertain with reasonable
certainty that the annual financial statements are free of material misstatement. An audit consists of
an examination, on a sampling basis or by other methods of selection, of elements justifying the
amounts and information presented in the financial statements. An audit also includes an assessment
of the accounting principles applied, as well as of the significant estimates made in the presentation of
the financial statements and of their overall presentation. It is our view that the audit we have carried
out forms a true and fair basis for the opinion expressed below.
We hereby certify that the annual financial statements are orderly and sincere, according to French
accounting rules and principles, and that they provide an accurate representation of the result of
transactions carried out during the past fiscal year, as well as of the financial situation and assets of
the company at year-end.
II - Justification of our assessments
Pursuant to the terms of Article L.823-9 of the Commercial Code relating to the justification of our
assessments, we bring to your attention the following elements:
- Intangible fixed assets, and more precisely brands and goodwill, are tested for impairment according
to the methods set out in notes 6.5.3.1 and 6.5.4.1. We have verified the appropriate nature of the
methodology employed by the company.
- Inventories of finished products are subject to depreciation, described in notes 6.5.3.4, 6.5.4.4.,
6.5.4.14 and 6.5.5.7 of the appendix. We have verified the appropriate nature of the methodology
employed by the company and evaluated the reasonable nature of these estimates.
- Receivables and liabilities, in particular shareholders' current accounts, were subject to an
appropriate examination as a result of the exercise of the return to profits clause and the resulting
commitment, as described in notes 6.5.4.7 and 6.5.5.9 of the appendix.
- Moreover, note 6.5.3.3 of the appendix sets out the accounting rules and methods relating to
financial fixed assets. As part of our assessment of the accounting rules and principles and evaluation
methods employed by your company, we have verified their appropriate nature and are satisfied that
they have been applied correctly.
131
The assessments thus arrived at were in the context of our audit process for the annual financial
statements, taken in their totality, and therefore contributed to the formation of our opinion expressed
in the first section of this report.
III - Specific verifications and information
We have also performed the specific verifications required by law, in accordance with professional
standards of practice applicable in France.
We have no observations to make regarding the sincerity and concordance with the annual financial
statements of the information provided in the Board of Directors’ management report and documents
addressed to shareholders in relation to the company’s financial standing and annual financial
statements.
Regarding the information supplied pursuant to the terms of Article L.225-102-1 of the Commercial
Code with respect to remuneration and benefits paid and granted to the company's legal
representatives, as well as the commitments made in their favor, we have verified their concordance
with the accounts or with the data used in drafting these accounts and, if need be, with the elements
collected by your company from the companies controlling your company or controlled by it. Based on
this work, we confirm the accuracy and sincerity of these items of information.
In accordance with the law, we are satisfied that the various items of information relating to the
identities of holders of capital or voting rights have been communicated to you in the management
report.
Yves PELLE
MB Audit Sarl
Marc DARIEL
132
6.6.2. INDEPENDENT AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND
COMMITMENTS – FISCAL YEAR ENDED DECEMBER 31, 2009
To shareholders of
Place du Granier
BP 97143
In our capacity as Independent Auditors of your company, we hereby present to you our report on
regulated agreements.
I - AGREEMENTS AND COMMITMENTS AUTHORIZED DURING THE FISCAL YEAR
Pursuant to Article 225-40 of the Commercial Code, we have been advised of agreements which have
been subject to prior authorization by your Board of Directors.
It is not incumbent upon us to look for the possible existence of other agreements and commitments,
but on the basis of the information provided to us, it is our duty to inform you of the essential features
and details of those agreements of which we have been made aware, without having to pass judgment
on their usefulness and validity. According to the provisions of Article R225-31 of the Commercial
Code, it is your duty to assess whether it is in your interests to enter into these agreements before
approving them.
We have applied the due diligence procedures we have deemed necessary with respect to the
professional doctrine of the Compagnie nationale des commissaires aux comptes (National Society of
Statutory Auditors) relating to this task. These due diligence procedures consisted of verifying the
concordance of the information provided to us with the original documents on which this information is
based.
1- Reimbursement of current accounts waived with return to profits clause
Directors involved: Messrs. Claude, Michel, Yves, Gérard, Christian Guillemot
Terms: On August 30, 2002, the five brothers each waived €999,999.42, for a total of €4,999,997.10,
in receivables corresponding to non-interest-bearing advances, with a return to profits clause included
in the waiver of debt certificate. Over fiscal 2009, the application of this clause resulted in the
reimbursement of €455,865.75 (five reimbursements of €91,173.15). The reimbursement of these
amounts took place on April 8, 2009.
This agreement was approved by your Board of Directors on March 30, 2009.
II - AGREEMENTS AND COMMITMENTS APPROVED PREVIOUSLY, THE EXECUTION OF
WHICH TOOK PLACE DURING THE FISCAL YEAR
Moreover, pursuant to the Commercial Code, we have been informed that the execution of the
following agreements, approved during previous fiscal years, took place during the last fiscal year.
1- Lease established with the company Ubisoft Books and Records Sarl on January 1, 2004
Director involved: Mr. Yves Guillemot
Terms: Rent received over the fiscal year amounted to €2,598.60 Net of Tax.
This agreement was approved by your Board of Directors on December 23, 2003.
2- Lease established with the company Hercules Thrustmaster SAS on January 1, 2005
Director involved: Mr. Claude Guillemot
133
3- Lease established with the company Hercules Thrustmaster SAS on January 1, 2005
This lease, effective January 1, 2005, was signed with the company Guillemot Recherche et
Développement SARL, which was dissolved on May 16, 2005; pursuant to the terms of Article 1844-5
of the Civil Code, rent has been paid since this date by the company Hercules Thrustmaster SAS.
4- Amendment to lease established with the company Guillemot Administration et Logistique Sarl on
December 1, 2002
Director involved: Mr. Christian Guillemot
This agreement was approved by your Board of Directors on August 20, 2007.
5- Amendment to lease established with the company Guillemot Administration et Logistique Sarl on
December 31, 2004
Director involved: Mr. Christian Guillemot
This agreement was approved by your Board of Directors on August 20, 2007.
6- Current account advances granted by Hercules Thrustmaster SAS
Terms: The amount of advances remaining to be reimbursed at December 31, 2009 was €1,600,000.
The annual interest rate is 3% as of July 1, 2009; the rate had been 4.5% during the first half of fiscal
2009.
This agreement was approved by your Board of Directors on February 28, 2002.
7- Application of the return to profits clause on current account advances waived during previous fiscal
years
Directors involved: Messrs. Claude, Michel, Yves, Gérard, Christian Guillemot
On August 30, 2002, Messrs. Claude, Michel, Yves, Gérard and Christian Guillemot waived
receivables corresponding to non-interest-bearing advances, for a total of €4,999,997.10, with a return
to profits clause included in the waiver of debt certificate. When the company returned to profits, it
would reimburse Messrs. Claude, Michel, Yves, Gérard and Christian Guillemot for the principal
amount of the waived receivables, with the stipulation that the amount to be reimbursed annually could
not exceed 4% of annual net income for each of the shareholders.
The amount of advances remaining to be reimbursed at December 31, 2009 was €2,179,264.55.
Yves PELLE
MB Audit Sarl
Marc DARIEL
134
7.
COMPANY DIRECTORSHIP
7.1. COMPANY DIRECTORSHIP
The company refers to the Middlenext corporate governance code for listed companies with medium
and smaller-sized securities.
7.1.1. ADMINISTRATIVE AND MANAGEMENT BODIES
This information is set out at paragraph 4.12.1 of the Management report.
7.1.2. OTHER POSITIONS HELD AND FUNCTIONS CARRIED OUT WITHIN THE GROUP BY
MEMBERS OF ADMINISTRATIVE AND MANAGEMENT BODIES OVER THE PAST FIVE YEARS
7.1.2.1.
Current positions held and functions carried out within the Group
This information is set out paragraph 4.12.2.1 of the Management report.
7.1.2.2.
Expired positions held and functions carried out within the Group
Family name/
Given name
GUILLEMOT Claude
GUILLEMOT Christian
Expired positions held/Functions carried out within the Group over the past five years
Manager: Guillemot Recherche et Développement Sarl (France)
Administrator: Guillemot B.V. (Holland), Guillemot S.A. (Spain)
President and Administrator: Guillemot Logistique Inc (Canada)
7.1.3. OTHER POSITIONS HELD AND FUNCTIONS CARRIED OUT OUTSIDE OF THE GROUP BY
MEMBERS OF ADMINISTRATIVE AND MANAGEMENT BODIES OVER THE PAST FIVE YEARS
7.1.3.1.
Current positions held and functions carried out outside of the
Group
This information is set out paragraph 4.12.2.2 of the Management report.
7.1.3.2.
Family name/
Given name
GUILLEMOT
Claude
GUILLEMOT
Michel
GUILLEMOT
Yves
GUILLEMOT
Christian
GUILLEMOT
Gérard
Expired positions held and functions carried out outside of the
Group
Expired positions held/Functions carried out outside of the Group over the past five years
Administrator and Vice President: Ubisoft Divertissements Inc (Canada)
Vice President: Ubisoft Digital Arts Inc (Canada)
Administrator: Ubisoft Canada Inc (Canada), Ubisoft Music Inc (Canada), Ubisoft Music Publishing Inc
(Canada), Ubisoft Inc (United States), Ubisoft Holdings Inc (United States), Ubisoft SpA (Italy), Ubisoft Ltd
(Ireland), Ubisoft Ltd (Hong Kong), Shanghaï Ubi Computer Software Company Co.Ltd (China),
Jeuxvideo.com S.A. (France), Gameloft.com España (Spain), Gameloft.com Ltd (Great Britain)
Administrator and Vice President: Ubisoft Divertissements Inc (Canada)
Manager: Ludigames Srl (Italy), Ubisoft Studios Srl (Italy), Ubi Studios SL (Spain)
Administrator: Ubi.com S.A. (France), Jeuxvideo.com S.A. (France), Ubisoft SpA (Italy), Ubisoft Canada Inc
(Canada), Ubi Computer Software Beijing Company Ltd (China), Shanghaï Ubi Computer Software Company
Ltd (China), Ubisoft S.A. (Spain), Ubisoft Ltd (Hong Kong), Ubisoft KK (Japan), Ubisoft Inc (United States),
Ubisoft Sweden AB (Sweden), Ubisoft Holdings Inc (United States)
President and Administrator: Ubi Computer Software Beijing Company Ltd (China), Ubi.com S.A. (France)
Manager: Ubisoft SprL (Belgium), Ubisoft Books and Records SARL (France), Ubisoft Manufacturing &
Administration SARL (France), Ubisoft Pictures SARL (France), Ubisoft Design SARL (France), Ubisoft
Graphics SARL (France), Ubisoft Organisation SARL (France), Ubisoft Productions France SARL (France),
Ubisoft Simulations SARL (France), Ubisoft Warenhandels GmbH (Austria)
Co-Manager: Ludi Factory SARL (France)
Administrator: Jeuxvideo.com S.A. (France)
Liquidator: Ubisoft Warenhandels GmbH (Austria)
Administrator: Ubi.com S.A. (France), Ubisoft Divertissements Inc (Canada), Ubisoft Canada Inc (Canada),
Ubisoft Music Inc (Canada), Shanghaï Ubi Computer Software Company Ltd (China), Ubisoft Inc (United
States), Ubisoft Holdings Inc (United States), Ubisoft Ltd (Great Britain), Ubisoft Ltd (Hong Kong), Ubisoft SpA
(Italy), Jeuxvideo.com S.A. (France), GameLoft.com A.S (Denmark), Gameloft AG (Germany), Gameloft.com
AB (Sweden), Gameloft.com España (Spain), Gameloft.com Pty Ltd (Australia)
President and Administrator: Ubisoft Music Inc (Canada), Ubisoft Music Publishing Inc (Canada),
Gameloft.com España (Spain)
President: Gameloft AG (Germany), Gameloft.com AS (Denmark), Gameloft.com AB (Sweden)
Co-Manager: Ludifactory SARL (France)
Administrator: Ubisoft Divertissements Inc (Canada), Shanghaï Ubi Computer Software Company Ltd
(China), Ubisoft S.A. (Spain), Ubisoft Inc (United States), Ubisoft Holdings Inc (United States), Ubisoft Ltd
(Hong Kong), Ubisoft SpA (Italy), Ubisoft KK (Japan), Gameloft.com Ltd (Great Britain), Gameloft.com Pty Ltd
(Australia)
135
7.1.4. REMUNERATION OF LEGAL REPRESENTATIVES
7.1.4.1.
Summary of remuneration and of options and shares granted to each
legal representative Director
The remuneration amounts payable indicated in the table below are those due by the company
Guillemot Corporation S.A. and by the company Guillemot Brothers S.A., which controls the company
Guillemot Corporation S.A., in the sense of Article L.233-16 of the Commercial Code.
€ amounts
Claude GUILLEMOT, Chief Executive Officer
Remuneration due for fiscal year (1)
Valuation of options granted during fiscal year (2)
Valuation of performance shares granted during fiscal year
TOTAL
Fiscal
2009
480,000
0
0
480,000
Fiscal
2008
316,150
15,000
0
331,150
Michel GUILLEMOT, Executive Managing Director
TOTAL
Fiscal
2009
261,252
0
0
261,252
Fiscal
2008
188,547
15,000
0
203,547
Yves GUILLEMOT, Executive Managing Director
TOTAL
Fiscal
2009
42,492
0
0
42,492
Fiscal
2008
60,937
15,000
0
75,937
Gérard GUILLEMOT, Executive Managing Director
TOTAL
Fiscal
2009
379,992
0
0
379,992
Fiscal
2008
257,812
15,000
0
272,812
Christian GUILLEMOT, Executive Managing Director
TOTAL
Fiscal
2009
480,000
0
0
480,000
Fiscal
2008
316,150
15,000
0
331,150
Fiscal
2009
140,004
17,496
17,496
17,496
17,496
Fiscal
2008
98,819
27,356
27,356
27,356
27,356
(1) Due by Guillemot Corporation S.A. to:
Claude Guillemot
Michel Guillemot
Yves Guillemot
Gérard Guillemot
Christian Guillemot
(2) Options granted by Guillemot Corporation S.A.
136
7.1.4.2.
Summary of remuneration of each legal representative Director
The remuneration amounts indicated in the table below are those due and paid by the company
Guillemot Corporation S.A. and by the company Guillemot Brothers S.A., which controls the company
Guillemot Corporation S.A., in the sense of Article L.233-16 of the Commercial Code.
€ amounts
Claude GUILLEMOT, Chief Executive Officer
Fixed remuneration (1)
Director's fees
Benefits in kind
TOTAL
Fiscal 2009
Amounts due
Amounts paid
480,000
480,000
0
0
0
0
0
0
0
0
480,000
480,000
Fiscal 2008
Amounts due
Amounts paid
316,150
307,913
0
0
0
0
0
0
0
0
316,150
307,913
Michel GUILLEMOT, Executive Managing Director
Director's fees
Benefits in kind
TOTAL
Fiscal 2009
Amounts due
Amounts paid
261,252
261,252
0
0
0
0
0
0
0
0
261,252
261,252
Fiscal 2008
Amounts due
Amounts paid
188,547
190,519
0
0
0
0
0
0
0
0
188,547
190,519
Yves GUILLEMOT, Executive Managing Director
Director's fees
Benefits in kind
TOTAL
Fiscal 2009
Amounts due
Amounts paid
42,492
42,492
0
0
0
0
0
0
0
0
42,492
42,492
Fiscal 2008
Amounts due
Amounts paid
60,937
62,909
0
0
0
0
0
0
0
0
60,937
62,909
Gérard GUILLEMOT, Executive Managing Director
Director's fees
Benefits in kind
TOTAL
Fiscal 2009
Amounts due
Amounts paid
379,992
379,992
0
0
0
0
0
0
0
0
379,992
379,992
Fiscal 2008
Amounts due
Amounts paid
257,812
259,784
0
0
0
0
0
0
0
0
257,812
259,784
Christian GUILLEMOT, Executive Managing Director
Director's fees
Benefits in kind
TOTAL
Fiscal 2009
Amounts due
Amounts paid
480,000
480,000
0
0
0
0
0
0
0
0
480,000
480,000
Fiscal 2008
Amounts due
Amounts paid
316,150
318,122
0
0
0
0
0
0
0
0
316,150
318,122
Fiscal 2009
Amounts due
Amounts paid
140,004
140,004
17,496
17,496
17,496
17,496
17,496
17,496
17,496
17,496
Fiscal 2008
Amounts due
Amounts paid
98,819
90,582
27,356
29,328
27,356
29,328
27,356
29,328
27,356
29,328
(1) Due and paid by Guillemot Corporation S.A. to:
Claude Guillemot
Michel Guillemot
Yves Guillemot
Gérard Guillemot
Christian Guillemot
137
7.1.4.3.
Director’s fees and other remuneration received by non-Director
legal representatives
7.1.4.4.
Share subscription or purchase options granted during fiscal 2009 to
each legal representative Director by Guillemot Corporation S.A. and
by all Group companies
7.1.4.5.
Share subscription or purchase options exercised during fiscal 2009
by each legal representative Director
7.1.4.6.
Performance shares granted to each legal representative
Nil.
Nil.
Nil.
No bonus shares have been granted to legal representatives of the company Guillemot Corporation
S.A.
7.1.4.7.
Performance shares which have become available for each legal
representative
No bonus shares have been granted to legal representatives of the company Guillemot Corporation
S.A.
7.1.4.8.
History of share subscription or purchase options granted to legal
representatives
INFORMATION REGARDING SUBSCRIPTION OPTIONS (1)
Plan #7
Plan #9
Board of Directors meeting date (2)
Total number of shares available for subscription:
20/02/03
22/02/06
433,000
15/06/06
18/02/08
383,000
15,000
15,000
15,000
15,000
15,000
15,000
15,000
15,000
15,000
15,000
22/02/10
22/02/16
1.74
0
0
433,000
18/02/12
18/02/18
1.91
0
0
383,000
- including for subscription by legal representatives:
Claude GUILLEMOT
Michel GUILLEMOT
Yves GUILLEMOT
Gérard GUILLEMOT
Christian GUILLEMOT
Option exercise start date
Option expiry date
Exercise terms
Number of shares subscribed to at April 15, 2010
Cumulative number of stock options canceled or nullified
(1) No share purchase options have been granted to legal representatives.
(2) Share subscription options granted by Guillemot Corporation S.A.
Information on the share subscription options granted to the ten leading employee beneficiaries
(excluding Directors) and on the options exercised by the same are set out at paragraphs 4.15.2.2 and
2.2.4.3.
138
7.1.4.9.
Information regarding work contracts, additional pension schemes,
compensation or advantages due or which may become due upon
the ending or changing of duties, and compensation relating to a
non-competition clause
Legal representative Directors
Work contract
Yes
Claude GUILLEMOT
Mandate start date: 01/09/1997
Mandate end date: end of general
meeting regarding financial
statements for fiscal year ended
31/12/11
Michel GUILLEMOT
Executive Managing Director
31/12/11
Yves GUILLEMOT
31/12/11
Gérard GUILLEMOT
31/12/11
Christian GUILLEMOT
No
X
Additional pension
scheme
Yes
No
X
Compensation or
Compensation
advantages due or
relating to a nonwhich may become competition clause
due upon the ending
or changing of
duties
Yes
No
X
Yes
No
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
31/12/11
7.1.5. TRANSACTIONS STIPULATED IN ARTICLE L.621-18-2 OF THE MONETARY AND
FINANCIAL CODE
7.1.6. ASSORTED INFORMATION REGARDING COMPANY DIRECTORS
Messrs. Claude, Michel, Yves, Gérard and Christian Guillemot are brothers.
There are no restrictions regarding the disposal of legal representatives’ stakes in the company’s
capital, except, for the stock options granted since January 1, 2007, the obligation to maintain nominal
139
ownership of 5% of the shares resulting from the exercise of options until the termination of their
duties at the company.
Transactions between legal representatives and the issuer, apart from common transactions carried
out under normal conditions, are set out in the Independent Auditors’ Special Report at paragraph
6.6.2.
No loans or guarantees have been granted to or established in favor of the company’s legal
representatives. No convictions for fraud, incriminations and/or official public penalties have been
brought against the company’s legal representatives over the past five years.
None of the company’s legal representatives have been associated with a bankruptcy, sequestering or
liquidation over the past five years. Moreover, none of the company’s legal representatives have been
prohibited by a court from acting as a member of an administrative, management or supervisory body
of an issuer, or from acting in the management or conducting of business of an issuer over the past
five years.
To the company’s knowledge, there are no potential conflicts of interest with respect to the issuer
between the duties of any member of the Board of Directors and their own private interests and/or
other duties.
There are no arrangements or agreements concluded between the main shareholders, customers,
suppliers or other individuals by virtue of which any member of the company’s administrative and
management bodies has been selected as a member of an administrative or management body, or as
a member of executive management.
7.2. PREPARATORY AND ORGANIZATIONAL CONDITIONS FOR THE
WORKINGS OF THE BOARD OF DIRECTORS AND INTERNAL CONTROL
PROCEDURES
7.2.1. REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS
7.2.2. INDEPENDENT AUDITORS’ REPORT DRAFTED PURSUANT TO ARTICLE L.225-235 OF
THE COMMERCIAL CODE, ON THE REPORT OF THE CHAIRMAN OF THE BOARD OF
DIRECTORS – FISCAL YEAR ENDED DECEMBER 31, 2009
To shareholders of
Place du Granier
BP 97143
35571 Chantepie Cedex
As Independent auditors of the company Guillemot Corporation S.A. and pursuant to the terms of
Article L.225-235 of the Commercial Code, we present herein our report on the report assembled by
your company’s Chairman in accordance with the provisions of Article L.225-37 of the Commercial
Code for the fiscal year ended December 31, 2009.
It is the Chairman’s responsibility to assemble and submit for the Board of Directors’ approval a report
describing the internal control procedures and risk management procedures put in place at the
company, and providing the other items of information required by Article L.225-37 of the Commercial
Code, relating in particular to the system of company directorship.
Our duties are to:
- communicate to you the observations we have noted with respect to the information contained in the
Chairman’s report, relating to the internal control procedures and management of risks regarding the
drafting and processing of accounting and financial information; and
140
- certify that the report includes the other items of information required by Article L.225-37 of the
Commercial Code, with the stipulation that it is not our duty to verify the accuracy of these other items
of information.
We have carried out our work in accordance with the professional standards of practice applicable in
France.
Information relating to the internal control procedures and the management of risks regarding
the drafting and processing of accounting and financial information
Professional standards of practice require the implementation of due diligence procedures in order to
evaluate the accuracy and sincerity of the information relating to the internal control procedures
regarding the drafting and processing of accounting and financial information in the Chairman’s report.
In particular, these due diligence procedures consist of:
- informing ourselves of the internal control procedures and the management of risks relating to the
drafting and processing of accounting and financial information underlying the information presented in
the Chairman’s report, as well as of the existing documentation;
- informing ourselves of the works which have allowed for the drafting of these items of information
and of the existing documentation;
- determining whether any major deficiencies in terms of internal controls relating to the drafting and
processing of accounting and financial information we may have uncovered as part of our audit are
subject to appropriate disclosure of information in the Chairman’s report.
Based on these due diligence procedures, we have no observations to offer with respect to
company’s internal control procedures and the management of the company’s risks relating to
drafting and processing of accounting and financial information, presented in the report of
Chairman of the Board of Directors, drafted pursuant to the terms of Article L.225-37 of
Commercial Code.
the
the
the
the
Other information
We certify that the Chairman’s report includes the other items of information required by Article L.22537 of the Commercial Code.
Yves PELLE
MB Audit Sarl
Marc DARIEL
141
8.
COMBINED GENERAL MEETING OF SHAREHOLDERS
HELD MAY 20, 2010
8.1. AGENDA
WITHIN THE REMIT OF THE REGULAR GENERAL MEETING

-
Board of Directors’ reports,
Independent Auditors’ reports,
Approval of December 31, 2009 year-end financial statements,
Approval of December 31, 2009 year-end consolidated financial statements,
Appropriation of December 31, 2009 year-end net result,
Approval of agreements stipulated in Article L.225-38 of the Commercial Code,
Appointment of the company PricewaterhouseCoopers Audit S.A. to the duties of primary
Independent Auditor, replacing the company PricewaterhouseCoopers Entreprises Sarl,
whose mandate is expiring,
Appointment of Mr. Yves Nicolas to the duties of deputy Independent Auditor, replacing Mr.
Yves Lainé, whose mandate is expiring,
Authorization to be granted to Board of Directors to carry out transactions on company shares,
Powers in light of formalities.
WITHIN THE REMIT OF THE EXTRAORDINARY GENERAL MEETING

-
Board of Directors’ report,
Independent Auditors’ reports,
Authorization to be granted to Board of Directors to proceed with a capital reduction via the
cancellation of company shares,
Powers in light of formalities.
8.2. TEXT OF RESOLUTIONS

REGULAR ITEMS

FIRST RESOLUTION
(Approval of December 31, 2009 year-end financial statements)
The general meeting, ruling in accordance with the conditions of quorum and majority required for
regular general meetings, having been made aware of the Board of Directors' management report and
of the Independent Auditors' reports, approves the December 31, 2009 year-end financial statements,
as presented, as well as the transactions figuring in these statements or summarized in these reports.
The general meeting gives the Directors discharge in the execution of their mandate for said fiscal
year.

SECOND RESOLUTION
(Approval of December 31, 2009 year-end consolidated financial statements)
regular general meetings, having been made aware of the report on the Group's management in the
Board of Directors' management report and of the Independent Auditors' report on the December 31,
2009 year-end consolidated financial statements, approves the consolidated financial statements for
said fiscal year, as presented, as well as the transactions figuring in these statements or summarized
in these reports.

THIRD RESOLUTION
(Appropriation of December 31, 2009 year-end net result)
regular general meetings, decides to appropriate the December 31, 2009 year-end net result,
amounting to €307,972.69 to the "retained losses" account.
The meeting takes cognizance of the fact that no dividends have been distributed over the course of
the past three fiscal years.
142

FOURTH RESOLUTION
(Approval of agreements stipulated in Article L.225-38 of the Commercial Code)
regular general meetings, having been made aware of the Independent Auditors' special report on the
agreements stipulated in Article L.225-38 of the Commercial Code, approves the agreements referred
to therein and the conclusions of said report.

FIFTH RESOLUTION
(Appointment of the company PricewaterhouseCoopers Audit S.A. to the duties of primary
Independent Auditor)
On the proposal of the Board of Directors, the general meeting, ruling in accordance with the
conditions of quorum and majority required for regular general meetings, having noted that the
mandate of the company PricewaterhouseCoopers Entreprises Sarl, primary Independent Auditor, is
expiring at the end of this general meeting, decides to appoint the company PricewaterhouseCoopers
Audit S.A., 63 rue de Villiers, 92200 Neuilly sur Seine, to the duties of primary Independent Auditor, for
a period of six fiscal years, until the end of the general meeting of shareholders to be convened
regarding the financial statements for the fiscal year ending in 2015.

SIXTH RESOLUTION
(Appointment of Mr. Yves Nicolas to the duties of deputy Independent Auditor)
On the proposal of the Board of Directors, the general meeting, ruling in accordance with the
conditions of quorum and majority required for regular general meetings, having noted that the
mandate of Mr. Yves Lainé, deputy Independent Auditor, is expiring at the end of this general meeting,
decides to appoint Mr. Yves Nicolas, 63 rue de Villiers, 92200 Neuilly sur Seine, to the duties of
deputy Independent Auditor, for a period of six fiscal years, until the end of the general meeting of
shareholders to be convened regarding the financial statements for the fiscal year ending in 2015.

SEVENTH RESOLUTION
(Authorization to be granted to Board of Directors to carry out transactions on company shares)
regular general meetings, having been made aware of the Board of Directors' report, authorizes the
Board of Directors pursuant to the terms of Articles L.225-209 and following of the Commercial Code
and of the European Communities Commission regulation number 2273/2003 of December 22, 2003,
to proceed with the purchase of its own shares, with a view to:
- stimulation of the market or the liquidity of the security, via the intermediary of an investment
services provider acting with full independence, within the context of a liquidity contract
pursuant to the ethics charter recognized by the Autorité des Marchés Financiers,
- the conservation and subsequent remittance of securities, in payment or in exchange, within
the context of possible external growth operations, with the stipulation that the number of
securities acquired to this effect may not exceed 5% of the securities of which the company's
capital is composed,
- the coverage of marketable securities giving the right to allocation of company shares through
conversion, exercise, reimbursement or exchange,
- the coverage of stock option plans and/or any other form of share allocation to employees
and/or legal representatives of the company and/or its Group,
- the cancellation of shares acquired, subject to the adoption of a specific resolution by the
extraordinary general meeting of shareholders.
The maximum number of shares that may be purchased by virtue of this authorization may not exceed
10% of the total number of shares of which the company's capital is composed at whatever time, this
percentage applying to an adjusted capital according to transactions affecting it subsequent to the
date of this meeting.
The acquisition, disposal or transfer of shares may be carried out at any time, including during a public
offering period, at one or more times and via all methods, on the market or via a private treaty,
including by transactions on blocks of securities (without a volume limit), and in compliance with
applicable regulations.
These transactions may take place at any time, subject to the abstention periods stipulated in legal
and regulatory provisions.
143
The maximum purchase price per share is set at €10, representing, for the purposes of illustration
based on the number of shares of which the company's capital was composed at February 28, 2010, a
maximum purchase amount of €12,727,860.
The meeting grants all powers to the Board of Directors, with subdelegation of authority according to
the conditions set by law, in order to carry out this share buyback program, conclude any agreements
or compacts, submit any orders, carry out any appropriation or reappropriation of the shares acquired,
pursuant to applicable legal and regulatory provisions, carry out all required formalities and
declarations and, generally, to accomplish whatever may be required.
This authorization is granted for a period of eighteen months as of the date of this meeting. For the
unused portion, it terminates the authorization granted by the combined general meeting held May 20,
2009.

EIGHTH RESOLUTION
(Fulfillment of legal formalities relating to regular general meeting)
regular general meetings, grants all powers to the bearer of an original, copy or extract of this
meeting’s minutes to fulfill all legal formalities.

EXCEPTIONAL ITEMS

NINTH RESOLUTION
(Authorization to be granted to Board of Directors to proceed with a capital reduction via the
cancellation of company shares)
extraordinary general meetings, having been made aware of the Board of Directors' report and the
Independent Auditors' report, and ruling in accordance with Article L.225-209 of the Commercial Code,
authorizes the Board of Directors to proceed, one or more times at its sole discretion, with the
cancellation of all or part of the treasury stock shares held by the company or which may be held
following the buybacks carried out within the context of the share buyback programs authorized by the
seventh resolution submitted to this meeting or authorized prior to the date of this meeting, within the
limit of 10% of the number of shares of which the company's capital is composed, by periods of
twenty-four months, this percentage applying to an adjusted capital according to transactions affecting
it subsequent to the date of this meeting.
The general meeting confers all powers upon the Board of Directors to proceed with a capital
reduction via the cancellation of shares, to set the terms, calculate the difference between the book
value of canceled shares and their nominal value on all available reserve and/or premium accounts,
certify the execution, proceed with corresponding modifications to bylaws and all required formalities.
This authorization is granted for a period of eighteen months as of the date of this meeting. It
terminates the authorization granted by the combined general meeting held May 20, 2009.

TENTH RESOLUTION
(Fulfillment of legal formalities relating to extraordinary general meeting)
extraordinary general meetings, grants all powers to the bearer of an original, copy or extract of this
meeting’s minutes to fulfill all legal formalities.
8.3. BOARD OF DIRECTORS’ REPORT
We have summoned you to a combined general meeting in order to submit for your approval the
December 31, 2009 year-end financial statements, and to ask you to rule on the resolutions, two of
which involve the granting of authorizations to your Board of Directors.
144
The first four resolutions submitted to you involve the December 31, 2009 year-end financial
statements, and in particular:
- approval of the financial and consolidated financial statements drafted at this date,
- appropriation of the fiscal year’s result of a profit of €307,972.69, which we propose assigning
to the “retained losses” account,
- approval of the agreements authorized by the Board of Directors and entered into by the
company and Directors during the fiscal year ended December 31, 2009.
By the fifth and sixth resolutions, we ask that you appoint a new primary Independent Auditor to
replace the company PricewaterhouseCoopers Entreprises Sarl, whose mandate is expiring at the end
of this general meeting, as well as a new deputy Independent Auditor to replace Mr. Yves Lainé,
whose mandate is expiring at the end of this general meeting.
Therefore, we ask you to appoint the company PricewaterhouseCoopers Audit S.A., 63 rue de Villiers,
92200 Neuilly sur Seine, to the duties of primary Independent Auditor, for a period of six fiscal years,
and to appoint Mr. Yves Nicolas, 63 rue de Villiers, 92200 Neuilly sur Seine, to the duties of deputy
Independent Auditor, for a period of six fiscal years.
The seventh resolution submitted for your consideration would allow your Board of Directors to carry
out transactions on the stock market on company shares with a view to stimulation of the market or
liquidity of the security via an investment services provider, working independently, as part of a
liquidity contract in accordance with the professional ethics charter recognized by the Autorité des
marchés financiers.
Moreover, your Board would also like the ability to carry out transactions on the stock market on
company shares with a view to:
- The conservation and subsequent remittance of securities, in payment or by exchange, as
part of possible external growth operations, with the stipulation that the number of securities
acquired to this effect may not exceed 5% of the securities composing the company's capital,
- Coverage for marketable securities giving the holder the right to the allocation of company
shares, through conversion, exercise, reimbursement or exchange,
- Coverage of stock option plans and/or of any other form of share allocation for personnel
and/or legal representative Directors of the company and/or its Group,
- The cancellation of shares acquired, subject to the adoption of a specific resolution by
attendees of an extraordinary general meeting of shareholders on a specific resolution.
The acquisition, disposal or transfer of shares may be carried out at any time, including during a public
offering period, one or more times and via all methods, on the market or over-the-counter, including by
way of transactions on blocks of securities (without volume limitation), in accordance with applicable
regulations.
The maximum purchase price per share would be set at €10.
The number of shares that the company would come to hold, directly or indirectly, could not represent
more than 10% of the company's capital.
This authorization would be granted to your Board of Directors for a period of 18 months as of the date
of this meeting.
By the eighth resolution we ask that you grant powers to any person bearing an original, copy or
extract of this meeting’s minutes with a view to fulfilling all formalities relating to the adoption or nonadoption of resolutions numbered 1 to 7 of the regular general meeting's remit.
The ninth resolution proposed for your consideration would allow your Board, should it be deemed
necessary, to reduce the company's capital via the cancellation of shares which the company holds or
may hold following buybacks carried out within the context of a share buyback program submitted to
you in resolution seven, and/or as part of previously authorized programs; with the stipulation that your
Board of Directors could not cancel more than 10% of the number of shares composing the company's
capital, by periods of twenty-four months.
This authorization would allow your Board to set the terms of the capital reduction via cancellation of
shares, certify its completion, proceed with correlative modifications to the bylaws and calculate the
difference between the book value of the canceled shares and their nominal value on all available
reserve and premium budget entries.
The authorization would be granted to your Board of Directors for a period of 18 months as of the date
of this meeting.
145
By the tenth resolution, we ask that you grant powers to any person bearing an original, copy or
extract of this meeting’s minutes with a view to fulfilling all formalities relating to the adoption or nonadoption of the ninth resolution of the extraordinary general meeting's remit.
We hope that the proposals outlined above will meet with your agreement.
The Board of Directors.
146
9.
CALENDAR OF EVENTS FOR THE CURRENT FISCAL
YEAR
This calendar is provided by way of information purposes only and is subject to change.
As a rule, press releases are issued following the closing of the financial market.
2010 FINANCIAL COMMUNICATIONS CALENDAR
January 28,
2010
March 25,
2010
After stock market closing
Publishing of 2009 annual sales figure
Publishing of annual results at 31/12/2009
April 27, 2010
May 20, 2010
-
July 22, 2010
August 26,
2010
October 28,
2010
Publishing of Q1 2010 sales figure and
quarterly information
Annual general meeting of Guillemot
Corporation S.A. shareholders
Publishing of 2010 half-year sales figure
Publishing of 2010 half-year results
Publishing of Q3 2010 sales figure and
quarterly information
147
10. GLOSSARY
2.X
System designating a stereo speaker kit with two speakers. A subwoofer is added for 2.1, allowing for
two small speakers while still ensuring strong bass frequency reproduction.
2.1
Sound playback system with three channels: two channels reproducing stereo sound, and one
channel for the subwoofer.
5.1
Kit composed of five speakers and a subwoofer: two front satellites (right and left), one center channel
speaker for dialog, and two rear speakers.
802.11g
WiFi standard allowing for maximum wireless data rates of 54 Megabits per second using the 2.4GHz
frequency band.
Cashflow
The amounts of cash moving in and out of a business.
Casual
Term referring to occasional gamers (who play from time to time on their Nintendo Wii or DS consoles,
with their families, for example).
DJ
Abbreviation of Disc Jockey. A person who selects and plays music at a party, whether at home or at
a night club, and can link up pieces of music with one another, mix them together and add effects, to
create his or her own mixes. The DJ’s role is growing, and becoming even more professional.
EBITDA
Earnings Before Interest, Taxes, Depreciation and Amortization.
Game console
Electronic system dedicated to video games. There are two types of console: home consoles which
connect to a television set and portable, small-format consoles, which have their own screen and can
be taken anywhere. Game consoles have progressively evolved from the status of “toys” for
enthusiasts to that of family multimedia centers.
HD720p
High-Definition image format (HD): “720” denotes resolution of 1280 x 720 pixels, while the
abbreviation “p” is used to designate progressive image scanning. HD720p provides high-quality
images with high refresh rates, for a level of realism never attained by a webcam until now.
Modem/Router
A device composed, in a single unit, of an ADSL modem and router allowing for the sharing of a highspeed Internet connection among several computers.
Nintendo DS (Dual Screen)
Portable console launched by Nintendo at the end of 2004 in the United Sates and Japan, and in
March 2005 in Europe.
Nintendo DSi
Nintendo game console which followed the DS Lite, released in Japan at the end of 2008, and in North
America and Europe in spring 2009.
OEM (Original Equipment Manufacturer)
Company whose role is to design and manufacture a product, taking into account its technical
specifications, and then sell the product to another company who will be responsible for distributing it
under their own brand name.
148
Power Line Communication (PLC)
Technology allowing for the transfer of digital information via existing electrical wiring (in a residence,
for example).
Previewing (monitoring)
Technique which allows a DJ to listen to a different piece of music than the one being played for the
audience: normally, a DJ previews the next piece of music to be played.
PSP 3000
New version of the PlayStation portable console announced at the 2008 Games Convention by Sony.
Scratching
Process consisting of using one’s hand to move a vinyl record on a vinyl turntable, back and forth in
alternation, producing a special effect by quickly and intermittently modifying the playback speed of
the vinyl record.
Smartphone
Mobile phone combined with a pocket computer (PDA, or personal digital assistant), allowing for
enhanced time management thanks to agenda/calendar functions, and also providing web browsing,
email and instant messaging connectivity functions, GPS navigation, and more…
Tweeter
Speaker designed to reproduce high-range frequencies; that is to say, high-pitched sounds.
UMPC (Netbook)
Very small-sized, lightweight portable computer whose main appeal is that it can be easily transported
and used anywhere, taking up minimum space while still providing good performance.
USB (Universal Serial Bus)
External bus with a transfer rate of 1.5MB per second, used for connecting external peripheral devices
(gamepad, scanner, mouse, keyboard, etc.) to a computer.
USB Video Class (UVC)
A refinement of the USB protocol allowing for the automatic installation of devices with video
capabilities, such as webcams, digital and analog camcorders, video converters... This standard
allows Windows XP SP2 and Windows 7 to automatically install these devices without the need for
any external drivers. Mac OS X, as well as the Sony PS3 game console, also support this protocol.
Webcam
Small digital camera, connected to a computer, allowing users to carry out videoconferencing via the
Internet, or broadcast video images on the Web in real time.
Wi-Fi (Wireless Fidelity)
Radio Frequency-based technology allowing for the creation of wireless computer networks connected
to the Web via a router, modem router or “hot spot” (public connection points).
Wi-Fi access point
Device allowing the user to add a Wi-Fi function to an Ethernet network.
Wi-Fi Alliance
Formerly known as WECA, this international organization was founded in 1999 to certify
interoperability of IEEE 802.11 products and promote them as the global, wireless local area network
standard across all market segments. The Wi-Fi Alliance has instituted a test suite that defines how
member products are tested to certify that they are interoperable with other Wi-Fi Certified products.
Wii
Sixth home-based video game console from the Japanese manufacturer Nintendo. This console is of
the same generation as the Xbox 360 and PlayStation 3, and allows for a new level of interactivity
thanks to its wireless Wii Remote controller, which includes motion sensors.
149
11. REFERENCE DOCUMENT
11.1. RESPONSIBILITY FOR REFERENCE DOCUMENT AND ATTESTATION
11.1.1. RESPONSIBILITY FOR REFERENCE DOCUMENT
Mr. Claude Guillemot, Chief Executive Officer
11.1.2. DECLARATION OF RESPONSIBILITY FOR REFERENCE DOCUMENT
We declare, having taken all reasonable measures to this effect, that to the best of our knowledge the
information contained in this reference document is accurate and that nothing has been omitted which
might affect the document’s scope.
We declare that, to the best of our knowledge, the financial statements have been drafted pursuant to
applicable accounting standards and that they provide an accurate overview of the assets, financial
standing and income of the company and of the companies included within the scope of consolidation,
and that the management report presented in chapter 4 provides an accurate depiction of the
evolution of the business activities, results and financial standing of the company and of the
companies included within the scope of consolidation, as well as of the main risks and uncertainties
confronting the same.
We have obtained a letter of completion of work from our Independent Auditors, in which they indicate
that they have proceeded with verification of the information relating to the company’s financial
standing and statements, presented in the reference document, as well as reading through this
reference document in its entirety.
The historical financial information included in this reference document were subject to reports by the
Independent Auditors, set out on pages 112 and 113 for the consolidated financial statements for the
fiscal year ended December 31, 2009, and on pages 131 and 132 for the financial statements for the
fiscal year ended December 31, 2009, which have been issued without reservation.
The Independent Auditors’ reports on the consolidated financial statements and the financial
statements for the fiscal years ended December 31, 2007 and December 31, 2008 have been issued
without reservation.
Mr. Claude GUILLEMOT
150
11.2. RESPONSIBILITY FOR INFORMATION – INFORMATION POLICY
11.2.1. RESPONSIBILITY FOR INFORMATION
Mr. Claude Guillemot, Chief Executive Officer
Place du Granier, BP 97143, 35571 Chantepie Cedex
Tel. +33 (0) 2 99 08 08 80
11.2.2. INFORMATION POLICY – DOCUMENTS ACCESSIBLE TO THE PUBLIC
The Guillemot Corporation Group commits to always making clear and transparent financial
information available to all of its shareholders, both institutional and individual, and to members of the
financial community (analysts…), in a regular and homogeneous manner, along with information
regarding its activities, strategic orientations and prospects, in accordance with stock market
regulations.
The Group’s information policy with respect to the financial community, investors and shareholders is
defined by General Management.
Since January 2007, the Group has taken all measures to respond to the European Directive of
"transparency" and has established a contract with the distributor Hugin managing the electronic
distribution of its regulated information in real time for investors across all of the European Union.
Thus, all of the Group’s financial press releases are subject to wide-scale, immediate, effective and
comprehensive distribution.
Financial press releases are also available on various financial websites (www.boursorama.fr;
www.prline.fr...).
All publications relating to the Group’s activities and financial standing are available, in both French
and English versions, on the Guillemot Corporation S.A. website (www.guillemot.com). This website
also presents the Group’s activities and products.
Shareholders can contact the company at the following email address: financial@guillemot.fr.
All of the Group's publications (press releases, annual reports…) are available upon a request made
out to the Group’s Communications service, which makes these elements available to any person
wishing to inform themselves as to the state of the Group’s affairs and which, in particular, regularly
sends out documentation following a request for the same.
The following documents are also available for consultation during the period of validity of this
reference document:
- The issuer’s bylaws (available for consultation at the following address: 2 rue du Chêne Héleuc,
56910 Carentoir),
- All reports, as well as historical financial information included or referred to in this reference
document (available for consultation on the www.guillemot.com website),
- Historical financial information for the two fiscal years preceding the publishing of this reference
document (available for consultation on the www.guillemot.com website).
151
11.3. RESPONSIBILITY FOR INDEPENDENT AUDITORS’ REPORTS
Primary Independent Auditors
Date
of
first
appointment
General meeting
26/05/2004
Expiration date of current
term
General meeting approving the
accounts for the fiscal year
ended 31/12/2009
MB AUDIT Sarl
(Member of the Compagnie régionale
de Rennes)
23, rue Bernard Palissy
35000 Rennes
General meeting
23/05/2007
ended 31/12/2012
Deputy Independent Auditors
Date
of
first
appointment
General meeting
26/05/04
Expiration date of current
term
ended 31/12/2009
General meeting
23/05/2007
ended 31/12/2012
PRICEWATERHOUSECOOPERS
ENTREPRISES
(Member of the Compagnie régionale
des commissaires aux comptes de
Versailles)
63, rue de Villiers
92200 Neuilly sur Seine
Monsieur Yves LAINE
18, avenue Jean Jaurès
35400 Saint-Malo
Monsieur Jacques LE DORZE
90, rue Chateaugiron
35000 Rennes
The company MB Audit Sarl was named as primary Independent Auditor by the General meeting of
shareholders on May 23, 2007, replacing Mr. Roland Travers, who decided to end his duties as
Independent Auditor in order to conform to the new regulations applicable to public offering
companies, relating to the rotation of signatories.
The fees paid to Independent Auditors and members of their networks are set out at paragraph 5.8.
At the general meeting held on May 20, 2010, shareholders of Guillemot Corporation S.A. will be
asked to appoint:
 the company PricewaterhouseCoopers Audit (member of the Compagnie régionale des
commissaires aux comptes de Versailles) as primary Independent Auditor, replacing the company
PricewaterhouseCoopers Entreprises, whose mandate will expire at this next meeting; and
 Mr. Yves Nicolas as deputy Independent Auditor, replacing Mr. Yves Lainé, whose mandate will
expire at this next meeting.
152
11.4. TABLE OF CONCORDANCE
The table of concordance below refers to the main headings of appendix 1 of Regulation (EC)
809/2004 of April 29, 2004, taken pursuant to the “Prospectus” directive 2003/71/EC of the European
Parliament and of the Council of November 4, 2003, effective July 1, 2005.
HEADINGS
Pages
1. PERSONS RESPONSIBLE
1.1 Responsibility for reference document information
1.2 Declaration of responsibility for reference document
p. 151
p. 151
2. INDEPENDENT AUDITORS
p. 153 and 111
3. SELECTED FINANCIAL INFORMATION
p. 22 and 23
4. RISK FACTORS
4.1 Risks linked to issuer’s sector of activity
4.2 Risks linked to company
p. 46 and 47
p. 46, 47, 53 to 55, 107
and 108
5. INFORMATION REGARDING THE ISSUER
5.1 History and evolution of the issuer
5.2 Investments
p. 6 to 9 and 37
p. 51 to 52, 57 and 89
6. OVERVIEW OF ACTIVITIES
6.1 Main activities
6.2 Main markets
6.3 Exceptional events
6.4 Potential dependence
6.5 Supporting elements of any declarations regarding the competitive position of the issuer
p. 10 to 21
p. 24 to 33
Nil
p. 46 and 47
p. 33
7. ORGANIZATIONAL CHART
7.1 Overview description of the Group
7.2 Listing of significant subsidiaries
p. 36 and 56 to 57
p. 120
8. REAL ESTATE, MANUFACTURING AND EQUIPMENT HOLDINGS
8.1 Significant existing or planned tangible fixed assets
8.2 Environmental concerns subject to impact on the use of tangible fixed assets
p. 100
p.74 and 75
9. ANALYSIS OF FINANCIAL STANDING AND INCOME
9.1 Financial standing
9.2 Operating income
p. 49 to 51
p. 50 to 51
10. CASHFLOW AND CAPITAL
10.1 Information regarding the issuer’s capital
10.2 Source, amount and description of the issuer’s cashflow
10.3 Information regarding the issuer’s loan conditions and financing structure
10.4 Information regarding any restrictions on use of capital having appreciably influenced or
potentially influencing the issuer’s operations
10.5 Information regarding expected financing sources required to honor commitments (future
investments – tangible fixed assets)
p. 86 and 102
p. 89 and 51
p. 105 and 107 to 108
p. 54
11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
p. 51, 52, 92, 99, 100 and
106
p. 54 and 105
12. INFORMATION ON TRENDS
12.1 Main trends having impacted on production, sales, inventories, costs and sale prices since p. 34 and 35
closing of last fiscal year
12.2 Known trend, uncertainty or demand or any reasonable commitment or event able to appreciably p. 34 and 35
impact upon the issuer’s prospects, at least for the current fiscal year
153
HEADINGS
Pages
13. EARNINGS FORECASTS OR ESTIMATES
Nil
14. ADMINISTRATIVE, MANAGEMENT AND MONITORING AND EXECUTIVE
MANAGEMENT BODIES
14.1 Administrative and management bodies
14.2 Potential conflicts of interest regarding administrative bodies and management
p. 68 to 70, 135 and 139
to 140
p. 140
15. REMUNERATION AND BENEFITS OF MEMBERS OF ADMINISTRATIVE,
MANAGEMENT AND MONITORING AND EXECUTIVE MANAGEMENT
BODIES
15.1 Remuneration paid and benefits in kind allocated
15.2 Amounts provisioned or earmarked for pension or retirement payments or other benefits
p. 70, 71 and 136 to 138
p. 71
16. WORKINGS OF ADMINISTRATIVE AND MANAGEMENT BODIES
16.1 Expiration dates of current mandates and mandate durations
16.2 Information regarding service contracts linking members of administrative and management
bodies to the issuer or one of its subsidiaries and anticipating the allocation of benefits over the
contract term
16.3 Information regarding the issuer’s auditing committee and remuneration committee
16.4 Company directorship in place in the issuer’s country of origin
p. 68
p. 140
p. 71 and 80
p. 78
17. EMPLOYEES
17.1 Number of employees
17.2 Investments and stock options
17.3 Agreement anticipating employee investment in the issuer’s capital
p. 71 and 110
p. 40, 43, 44 and 76 to 77
Nil
18. MAIN SHAREHOLDERS
18.1 Shareholders holding more than 5% of capital and voting rights
18.2 Existence of different voting rights
18.3 Issuer controls
18.4 Agreement, known to the issuer, the implementation of which may lead to a change in control at
a later date
p. 40
p. 40
p. 40
Nil
19. TRANSACTIONS WITH RELATED COMPANIES
p. 110, 111, 133 and 134
20. FINANCIAL INFORMATION REGARDING THE ISSUER’S ASSETS,
FINANCIAL STANDING AND RESULTS
20.1 Historical financial information
20.2 Pro forma financial information
20.3 Financial statements
p. 86 to 111 and 157
Nil
p. 86 to 111 and 114 to
130
p. 112 to 113 and 131 to
132
p. 86
p. 34 and 35
p. 44
p. 55
p. 53
20.4 Verification of historical financial information
20.5 Date of latest financial information
20.6 Intermediary and other financial information
20.7 Dividend distribution policy
20.8 Legal and arbitration proceedings
20.9 Significant changes to financial or commercial standing
21. ADDITIONAL INFORMATION
21.1 Capital
21.2 Charter and bylaws
p. 39 to 44 and 62 to 65
p. 37 to 39, 78 and 79
22. IMPORTANT CONTRACTS
p. 44
23. INFORMATION FROM THIRD PARTIES, EXPERT DECLARATIONS AND
INTEREST DECLARATIONS
Nil
154
HEADINGS
Pages
24. DOCUMENTS ACCESSIBLE BY THE PUBLIC
p. 152
25. INFORMATION ON INVESTMENTS
p. 120
155
The following information is incorporated into this reference document by way of reference:
- Consolidated financial statements for the fiscal year ended December 31, 2007, as well as related
Independent Auditors’ reports, found on pages 84 to 110 of the reference document registered with
the AMF on 29/04/2008 (number D.08-314);
- Consolidated financial statements for the fiscal year ended December 31, 2008, as well as related
Independent Auditors’ reports, found on pages 95 to 122 of the reference document registered with
the AMF on 29/04/2009 (number D.09-340).
156
12. ANNUAL FINANCIAL REPORT
This reference document includes the annual financial report mentioned in Article L.451-1-2 of the
Monetary and Financial Code, as well as in Article 222-3 of the Autorité des Marchés Financier
general regulations.
The table below refers to the sections of the reference document corresponding to the different
headings of the annual financial report.
HEADINGS
Pages
1. Financial statements for the fiscal year ended December 31, 2009
p. 114 to 130
2. Independent Auditors’ general report on the financial statements
p. 131 to 132
3. Consolidated financial statements for the fiscal year ended December 31,
2009
p. 86 to 111
4. Independent Auditors’ report on the consolidated financial statements
p. 112 to 113
5. Management report
p. 49 to 85
6. Declaration of responsibility for the annual financial report
p. 151
7. Fees paid to Independent Auditors
p. 111
8. Report from the Chairman of the Board of Directors stipulated in Article
L.225-37 of the Commercial Code
p. 78 to 85
9. Independent Auditors’ report on the report from the Chairman of the Board
of Directors
p. 140 to 141
157

This reference document was registered with the Autorité

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