Activision Blizzard (ATVI)

Audit Committee

        You can access the written charter that describes the Audit Committee's composition and responsibilities on our web site at http://investor.activision.com/documents.cfm.

        With respect to membership on the Audit Committee, the charter currently provides that the committee must have at least three members and that:

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all Audit Committee members must be independent directors under the NASDAQ Marketplace Rules and Exchange Act Rule 10A-3;



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no director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies, unless our Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee;



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all Audit Committee members must understand financial statements;



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at least one Audit Committee member must be an "audit committee financial expert" as defined in the applicable rules of the SEC; and



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no Audit Committee member shall have participated in the preparation of the financial statements of Activision Blizzard or any of our current subsidiaries at any time during the three years prior to the proposed appointment of such Audit Committee member.

        From April 1, 2008 until July 9, 2008, the members of the Audit Committee were Mr. Corti (Chairperson), Ms. Isgur and Mr. Morgado. Since July 9, 2008, the members of the Audit Committee have been Messrs. Corti (Chairperson), Morgado and Sarnoff. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our Board has determined that each member of the Audit Committee is an independent director and that each member of the Audit Committee understands financial statements and is financially literate as required under the NASDAQ Marketplace Rules. Our Board has also determined that Mr. Corti is an audit committee financial expert as defined in the applicable rules of the SEC.

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Table of Contents

        The purpose of the Audit Committee is to oversee the accounting and financial reporting processes of Activision Blizzard and our subsidiaries and affiliates and the audits of our financial statements and internal control over financial reporting. The Audit Committee's responsibilities include:

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selecting, evaluating and overseeing our independent registered public accounting firm, including determining such firm's compensation;



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overseeing our annual audit and quarterly reviews;



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overseeing our financial reporting process and internal controls;



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discussing our risk management policies;



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establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;



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reviewing and approving related person transactions; and



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reviewing and discussing with the independent auditors the results of the annual audit of our financial statements, including any comments or recommendations of our independent registered public accounting firm, and, based on such review and discussions and other considerations, recommending to our Board whether our financial statements should be included in our annual report on Form 10-K.

        Our independent registered public accounting firm reports directly to the Audit Committee.

        Before we or any of our subsidiaries engage our independent registered public accounting firm to render audit or non-audit services, the Audit Committee must pre-approve the engagement. The chairperson of the Audit Committee may delegate to one or more members of the committee the authority to grant pre-approvals, provided such pre-approvals are reported to the Audit Committee at its next scheduled meeting.

        The Audit Committee's charter authorizes it to engage independent counsel or other consultants or advisors as it deems appropriate.

        The Audit Committee met seven times during the nine month period ended December 31, 2008.

Audit Committee

        The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. In connection with the Combination, on July 28, 2008, the Board amended the formal charter that describes the Audit Committee's composition and responsibilities. You can access the Audit Committee's charter on the Company's web site at http://investor.activision.com/documents.cfm.

        The charter provides, among other things, that:

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all Audit Committee members must be independent directors;



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no director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other pubic companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee;



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all Audit Committee members must understand financial statements;



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at least one Audit Committee member must be an "audit committee financial expert" as defined in the applicable rules of the SEC; and



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no Audit Committee member shall have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the three years prior to the proposed appointment of such Audit Committee member.

        In accordance with the Bylaws and the Audit Committee's charter, all members of the Audit Committee are independent directors. The purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and its subsidiaries and the audits of the financial statements of the Company. The Audit Committee's responsibilities include, among others:

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selecting, evaluating and overseeing the Company's independent registered public accounting firm, including such firm's compensation;



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overseeing the Company's annual audit and quarterly reviews; and



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overseeing the Company's financial reporting process and internal controls.

        The Company's independent registered public accounting firm reports directly to the Audit Committee. The Audit Committee serves as an independent and objective party to monitor the Company's financial reporting process and internal control system.

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        Before the Company or any of its subsidiaries engages an independent registered public accounting firm to render audit or non-audit services, the Audit Committee must pre-approve the engagement. The chairperson of the Audit Committee may delegate to one or more members of the committee the authority to grant pre-approvals, provided such pre-approvals are reported to the Audit Committee at its next scheduled meeting.

        The members of the Audit Committee are Messrs. Corti (Chairperson), Morgado and Sarnoff. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, the Board has determined that each member of the Audit Committee is an independent director and that each member of the Audit Committee understands financial statements and is financially literate as required under applicable NASDAQ rules. The Board has determined that Mr. Corti is an "audit committee financial expert" as defined in the applicable rules of the SEC.

        The Audit Committee meets at least quarterly.

Audit Committee

        In June 2000, the Board adopted a formal charter that describes the Audit Committee's responsibilities and provides that (1) all Audit Committee members must meet the general independence criteria, (2) all Audit Committee members must understand financial statements and be financially literate, and (3) at least one Audit Committee member must be an "audit committee financial expert" as defined in the applicable rules of the SEC. The Audit Committee's charter, as amended, can be found on the Company's web site at http://investor.activision.com/documents.cfm.

        The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. The Audit Committee's responsibilities include:

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appointing, overseeing and setting the compensation for the Company's independent registered public accounting firm;



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reviewing the financial statements with the Company's management and its independent registered public company accounting firm;



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reviewing the Company's general policies and procedures with respect to audits and accounting and financial controls, the scope and results of the auditing engagement and the independence of the Company's independent registered public accounting firm;



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reviewing and approving the terms of any proposed related party transactions involving the Company and any director, executive officer or family member (excluding employment agreements and compensation agreements) or outside auditor; and



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the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters.

        The Company's independent registered public accounting firm is required to report directly to the Audit Committee. The Audit Committee serves as an independent and objective party to monitor the Company's financial reporting process and internal control system.

        The Audit Committee endeavors to maintain free and open communication among the Board, the Company's independent registered public accounting firm, the individuals engaged in internal audit and legal compliance activities for the Company and the Company's financial and senior management. Consistent with these functions, the Audit Committee encourages continuous improvement of, and fosters adherence to, the Company's policies, procedures and practices at all levels.

        The Audit Committee meets at least quarterly. Each regular meeting includes a discussion with representatives of the Company's independent registered public accounting firm that, among other matters, focuses on key accounting principles and internal controls. The Audit Committee met five times during fiscal 2007.

        The members of the Audit Committee are Mr. Corti (Chairperson), Ms. Isgur and Mr. Morgado. The Board has determined that each member of the Audit Committee meets the general independence criteria and that each member of the Audit Committee understands financial statements and is financially literate. The Board has determined Mr. Corti is an "audit committee financial expert" as defined in the applicable rules of the SEC.