Activision Blizzard (ATVI)

Nominating and Corporate Governance Committee

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

        The charter currently provides that the Nominating and Corporate Governance Committee must consist of at least three directors.

        Furthermore, in accordance with our Bylaws, provided that Vivendi's voting interest does not fall and remain below 50% for a period of 90 consecutive days, the committee will include at least one Independent Director and have a majority of Vivendi Directors, and the chairperson of the committee will be a Vivendi Director. 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 the Nominating and Corporate Governance Committee will include at least a number of Vivendi Directors proportional to Vivendi's voting interest.

        From April 1, 2008 until July 9, 2008, the members of the Nominating and Corporate Governance Committee were Mr. Morgado (Chairperson), Mr. Corti and Mr. Sarnoff. Since July 9, 2008, the members of the Nominating and Corporate Governance Committee have been Messrs. Pénisson (Chairperson), Lévy, Morgado, Morris 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 Messrs. Morgado and Sarnoff are independent directors.

        In accordance with our Bylaws, we maintain three subcommittees of the Nominating and Corporate Governance Committee (the "Special Nominating Subcommittees") whose primary function is to nominate Board candidates in accordance with our Bylaws. See "—Special Nominating Subcommittees" below.

        The Nominating and Corporate Governance Committee's other responsibilities, with the assistance of the Special Nominating Subcommittees as appropriate, include:

•

periodically evaluating the size of our Board and recommending to the Board any appropriate increase or decrease;



•

making recommendations to our Board regarding the size and composition of each standing committee of the Board;



•

periodically reviewing our Certificate of Incorporation and Bylaws as they relate to corporate governance matters and recommending changes to our Board;



•

overseeing the evaluation of our Board; and



•

assisting in management succession planning.

28

Table of Contents

        The Nominating and Corporate Governance Committee's charter authorizes it to engage independent counsel or other consultants or advisors as it deems appropriate, including a search firm to assist in the identification of director candidates.

        The Nominating and Corporate Governance Committee met four times during the nine month period ended December 31, 2008.

Nominating and Corporate Governance Committee

        In connection with the Combination, on July 28, 2008, the Board amended the formal charter that describes the Nominating and Corporate Governance Committee's composition and responsibilities. You can access the Nominating and Corporate Governance Committee's charter, as amended, on the Company's web site at http://investor.activision.com/documents.cfm.

        The charter provides that the Nominating and Corporate Governance Committee must consist of at least three directors. So long as the Company continues to qualify for the "controlled company" exemption pursuant to the NASDAQ Marketplace Rules, the Nominating and Corporate Governance Committee will be exempt from the requirement that all of its members be independent directors.

        Furthermore, in accordance with the Bylaws, provided that Vivendi's voting interest does not fall and remain below 50% for a period of 90 consecutive days, the committee will include at least one Independent Director and have a majority of Vivendi Directors, and the chairperson of the committee will be a Vivendi Director. 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 the Nominating and Corporate Governance Committee will include at least a number of Vivendi Directors proportional to Vivendi's voting interest.

        In accordance with the Bylaws, the Board maintains three subcommittees of the Nominating and Corporate Governance Committee (the "Special Nominating Committees") whose primary function is to assist the Nominating and Corporate Governance Committee in fulfilling its responsibilities with respect to Board candidates and nominees in accordance with the Bylaws. See "—Special Nominating Committees" below. The Nominating and Corporate Governance Committee's responsibilities, with the assistance of the Special Nominating Committees as appropriate, include, among others:

•

assisting in identifying, recruiting and recommending to the Board director nominees for election by the stockholders or appointment by the Board, as the case may be, including persons suggested by stockholders or others;



•

periodically evaluating the size of the Board and recommending to the Board any appropriate increase or decrease;



•

making recommendations to the Board regarding the size and composition of each standing committee of the Board;



•

periodically reviewing the Certificate of Incorporation and the Bylaws as they relate to corporate governance matters and recommending changes to the Board;



•

overseeing the evaluation of the Board; and



•

assisting in management succession planning.

        The members of the Nominating and Corporate Governance Committee are Messrs. Pénisson (Chairperson), Lévy, Morgado, Morris and Sarnoff. Upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, the Board has determined that Messrs. Morgado and Sarnoff are independent directors.

        The Nominating and Corporate Governance Committee meets at least twice per year.

32

Nominating/Corporate Governance Committee

        In September 2002, the Board adopted a formal charter that describes the Nominating/Corporate Governance Committee's responsibilities and provides that all members of the Nominating/Corporate Governance Committee must meet the general independence criteria. The Nominating/Corporate Governance Committee's charter, as amended, can be found on the Company's web site at http://investor.activision.com/documents.cfm.

31

        The Nominating/Corporate Governance Committee's responsibilities include:

•

assisting the Board by identifying individuals qualified to become Board members and recommending such individuals for election at the annual meeting of Stockholders or to fill vacancies, as necessary;



•

making recommendations to the Board regarding possible changes in its size or composition;



•

making recommendations to the Board regarding corporate governance principles and policies applicable to the Company;



•

leading the Board in its annual review of the Board's performance; and



•

making recommendations to the Board regarding director nominees for each committee and for the position of Chairperson of each committee.

        The Nominating/Corporate Governance Committee identifies and considers individuals for Board membership based upon recommendations by members of the Nominating/Corporate Governance Committee or other Board members, by members of the Company's management, or by Stockholders of record, so long as such recommendation is made in accordance with the policies adopted by the Nominating/Corporate Governance Committee. See "—Stockholder Recommendation of Directors" below.

        The Nominating/Corporate Governance Committee met four times during fiscal 2007.

        The members of the Nominating/Corporate Governance Committee are Mr. Morgado (Chairperson), Mr. Sarnoff and Mr. Corti (who joined the Nominating/Corporate Governance Committee effective in May 2007). The Board has determined that each member of the Nominating/Corporate Governance Committee meets the general independence criteria.