Activision Blizzard (ATVI)

Controlled Company Exemption

        Since the consummation of the Combination, Vivendi, through its subsidiary VGAC, has held more than 50% of the power to vote for the election of our directors. Accordingly, we qualify as a "controlled company" under Rule 5615(c)(1) of the NASDAQ Marketplace Rules. As a controlled company, under Rule 5615(c)(2) of the NASDAQ Marketplace Rules, we are exempt from the requirements to have:

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a majority of directors who qualify as "independent directors" pursuant to Rule 5605(a)(2) of the NASDAQ Marketplace Rules (which we refer to as "independent directors" in this proxy statement);



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the compensation of our executive officers determined by a majority of independent directors or a compensation committee composed solely of independent directors; and



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our director nominees selected, or recommended for our Board's selection, by either a majority of the independent directors or a nominating committee composed solely of independent directors.

Controlled Company Exemption

        In this Proxy Statement, directors who qualify as "independent directors" pursuant to Rule 4200(15) of the NASDAQ Marketplace Rules are referred to as "independent directors." Since the consummation of the Combination, Vivendi, through its subsidiary VGAC, has held more than 50% of the voting power of the Company. Accordingly, the Company qualifies as a "controlled company" under Rule 4350(c)(5) of the NASDAQ Marketplace Rules and is exempt from the requirements under Rule 4350(c) to have:

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a majority of independent directors;



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a compensation committee composed solely of independent directors;



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compensation of the Company's executive officers determined by a majority of independent directors or a compensation committee composed solely of independent directors;



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a nominating committee composed solely of independent directors; and



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director nominees selected, or recommended for the Board's selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.