Activision Blizzard (ATVI)

Bylaws

        Subject to the exceptions specified below, amendments to the Bylaws may be made by either (a) the affirmative vote of the holders of at least a majority of the voting power of the then outstanding shares of the Company's capital stock entitled to vote thereon or (b) the Board at any regular or special meeting without the assent or vote of the Company's stockholders.

        The following exceptions apply:

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The affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of the Company's capital stock entitled to vote thereon is required to amend bylaw provisions that protect the stockholders of the Company, including:



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Section 2.4 (Special Meetings of Stockholders);



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Section 2.6(a) (Quorum Requirements for Meetings of Stockholders);



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Section 2.14 (Notice of Stockholder Business and Nominations); and



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Section 8.4 (Amendment of Bylaws) as it relates to the aforementioned sections.



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In addition, the affirmative vote of the holders of more than 66²/3% of the voting power of the outstanding shares of the Company's capital stock entitled to vote thereon is required to amend:



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Section 3.3 (Vivendi's Right to Proportional Representation); and



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Section 8.4 (Amendment of Bylaws) as it relates to the aforementioned section.



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Certain bylaw provisions protecting Vivendi or the minority stockholders may only be amended as follows:



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provided that Vivendi's voting interest does not fall and remain below 50% for a period of 90 consecutive days, by the affirmative vote of (x) the holders of at least a majority of the voting power of the outstanding shares of the Company's capital stock entitled to vote thereon, and (y) the holders of at least a majority of the outstanding shares of the Company's capital stock other than shares of capital stock owned by Vivendi and its controlled affiliates; and



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if Vivendi's voting interest falls and remains below 50% for a period of 90 consecutive days, then thereafter by the affirmative vote of the holders of more than 66²/3% of the voting power of the outstanding shares of the Company's capital stock entitled to vote thereon. These provisions include:


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Section 3.2(b) (Composition of the Board);



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Section 3.4(b) (Vacancies on the Board);



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Section 3.6 (Quorum and Action Requirements for the Board);



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Section 3.10(c) (Creation of Special Nominating Committees);



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Section 3.10(d) (Composition of Board Committees);



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Section 3.10(f) (Quorum Requirements for Board Committees); and



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Section 8.4 (Amendment of Bylaws) as it relates to the aforementioned sections.



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The affirmative vote of the holders of (a) at least a majority of the voting power of the outstanding shares of the Company's capital stock, and (b) at least a majority of the voting

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power of the outstanding shares of Company's capital stock other than shares of the Company's capital stock owned by Vivendi and Vivendi's controlled affiliates is required to amend:



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Section 2.3 (Purposes of Annual Meeting; Election of Directors); and



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Section 8.4 (Amendment of Bylaws) as it relates to the aforementioned section.



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Prior to July 9, 2013, Section 3.12 (Approval of Certain Matters by the Board), Section 4.3 (Chief Executive Officer) and Section 8.4 (Amendment of Bylaws) (as it relates to the foregoing sections) may only be amended by either:



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the separate affirmative vote of (a) a majority of the votes present or otherwise able to be cast at a meeting of the Board, and (b) at least a majority of the Independent Directors; or



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the separate affirmative vote of the holders of (a) at least a majority of the voting power of the outstanding shares of the Company's capital stock, and (b) at least a majority of the outstanding shares of the Company's capital stock other than shares of the Company's capital stock owned by Vivendi and Vivendi's controlled affiliates.



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In addition to any vote required by law, the separate affirmative vote of the holders of (a) at least a majority of the shares of the Company's capital stock, and (b) at least a majority of the outstanding shares of the Company's capital stock other than shares of the Company's capital stock owned by Vivendi and Vivendi's controlled affiliates is required to amend:



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Section 3.3(b) as to decrease the percentages in the definitions of "Triggering Event" and "Termination Event" set forth therein; or



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any of the provisions of the Bylaws in a manner that would be beneficial to Vivendi and Vivendi's controlled affiliates in their capacities as stockholders, other than amendments that affect the rights of all stockholders in the same manner.