Activision Blizzard (ATVI)

Board Composition and Meetings

        Our Board consists of 11 members. Pursuant to our Bylaws, provided that the percentage of outstanding shares of our Common Stock owned by Vivendi together with its controlled affiliates ("Vivendi's voting interest") does not fall and remain below 50% for a period of 90 consecutive days, our Board will include:

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six Vivendi Directors;



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two Executive Directors; and



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three Independent Directors.

Vivendi Directors, Executive Directors and Independent Directors are selected in the manner described under "—Special Nominating Subcommittees" below.

        If Vivendi's voting interest falls and remains below 50% for a period of 90 consecutive days but does not fall and remain below 10% for a period of 90 consecutive days, then our Board will include a number of Vivendi Directors proportional to Vivendi's voting interest. If, at any time while our securities are listed on NASDAQ or any other U.S. stock exchange, applicable law or listing rules require that at least a majority of our Board be "independent" as defined by such law or listing rules, then (1) the size of our Board will be increased to add the number of additional directors required to satisfy such law or listing rules, and (2) such vacancies will be filled by individuals nominated by the Vivendi Directors and appointed by the affirmative vote of a majority of the directors then in office.

        From April 1, 2008 until July 9, 2008, the members of our Board were Robert J. Corti, Ronald Doornink, Barbara S. Isgur, Brian G. Kelly, Robert A. Kotick, Robert J. Morgado, Peter J. Nolan and Richard Sarnoff. Since July 9, 2008, the members of our Board have been Philippe G. H. Capron, Frédéric R. Crépin, Bruce L. Hack, Jean-Bernard Lévy, Douglas P. Morris, René P. Pénisson and Messrs. Corti, Kelly, Kotick, Morgado and Sarnoff.

        Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, and after considering our advancement of legal fees and expenses in connection with certain legal proceedings to our present and

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former directors and officers, our Board determined that each of Messrs. Corti, Nolan, Morgado and Sarnoff and Ms. Isgur was an independent director.

        Our Board met 10 times during the nine month period ended December 31, 2008. Each person who served on our Board during the nine month period ended December 31, 2008 attended at least 75% of the aggregate of (1) the total number of meetings held by our Board during the period for which he or she was a director and (2) the total number of meetings held by each committee on which he or she served during the period in which he or she so served, in each case during the nine month period ended December 31, 2008.

        All directors are expected to attend the Annual Meeting. All persons serving as directors at the time attended the 2008 annual meeting of stockholders (including three directors who attended via teleconference).

Board Composition and Meetings

        During fiscal 2008, the members of the Board were Robert A. Kotick, Brian G. Kelly, Ronald Doornink, Robert J. Corti, Barbara S. Isgur, Robert J. Morgado, Peter J. Nolan and Richard Sarnoff. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board determined that each of Messrs. Corti, Nolan, Morgado and Sarnoff and Ms. Isgur was an independent director. In making such determination, the Board considered the relationships that each of the directors had with the Company and other facts and circumstances the Board deemed relevant.

        The Board met nine times during fiscal 2008. All directors who served on the Board during fiscal 2008 attended at least 75% of the aggregate number of meetings held by the Board and each committee on which they served during fiscal 2008.

        All directors attended the 2007 annual meeting of stockholders.

Board Composition and Meetings

        The Board is currently comprised of five non-employee directors and three management directors. The Board will continue to have the same composition of non-employee and management directors if all director nominees designated by the Board in Proposal 1 are elected at the Annual Meeting. Non-employee directors have comprised a majority of the Board for over ten years. As discussed in "—Director Independence" below, the Company complies with Nasdaq requirements regarding Board composition.

        The primary responsibilities of the Board are to provide oversight of, and strategic guidance, counseling and direction to, the Company's management for the long-term interests of the Company and its Stockholders. The Board has established a regular meeting schedule under which the Board meets at least quarterly and in conjunction with the Annual Meeting. At least two of these meetings are to be held in person, and the others may be conducted by conference telephone or other similar equipment. In conjunction with meetings of the Board, the non-employee directors meet regularly in executive sessions without the management directors. Generally, written materials are distributed to the Board prior to its meetings. In addition, the Board regularly schedules meetings with and presentations from senior level management.

        The Board met six times during the Company's fiscal year ended March 31, 2007, which we refer to as "fiscal 2007." All directors who served on the Board during fiscal 2007 attended at least 75% of the meetings of the Board and of each committee on which they served during fiscal 2007.