Activision Blizzard (ATVI)

Special Nominating Subcommittees

        Pursuant to our Bylaws, our Board maintains the following Special Nominating Subcommittees of the Nominating and Corporate Governance Committee:

•

the Vivendi Nominating Committee, which includes only Vivendi Directors;



•

the Independent Nominating Committee, which includes only Independent Directors; and



•

the Executive Nominating Committee, which includes two Vivendi Directors and two Independent Directors.

        The members of the Vivendi Nominating Committee are Messrs. Lévy and Morris, the members of the Independent Nominating Committee are Messrs. Morgado and Sarnoff and the members of the Executive Nominating Committee are Messrs. Lévy, Morgado, Pénisson and Sarnoff.

        Pursuant to our Bylaws, the Vivendi Nominating Committee and the Independent Nominating Committee will be maintained as long as Vivendi's voting interest does not fall and remain below 10% for a period of 90 consecutive days, and the Executive Nominating Committee will be maintained as long as Vivendi's voting interest does not fall and remain below 50% for a period of 90 consecutive days.

        The Vivendi Nominating Committee, Executive Nominating Committee and Independent Nominating Committee nominate the Vivendi Director nominees, the Executive Director nominees and the Independent Director nominees, respectively. The Nominating and Corporate Governance Committee will consider Independent Director candidates submitted by stockholders, as described below under "—Stockholder Recommendation of Directors." In addition, stockholders may nominate Independent Directors in accordance with our Bylaws, as described below under "Stockholder Proposals and Director Nominations for 2010 Annual Meeting."

        At the Annual Meeting, stockholders will be asked to consider the election of Messrs. Roussel and Turrini, who have been nominated by the Vivendi Nominating Committee for election as directors for the first time and who were recommended to the Vivendi Nominating Committee by Vivendi.

        Pursuant to the investor agreement, provided that Vivendi's voting interest does not fall and remain below 10% for a period of 90 consecutive days, Vivendi and its affiliates will vote their shares of Common Stock in favor of the election of director nominees designated by each of the Independent Nominating Committee and the Executive Nominating Committee and against all proposals to remove Independent Directors or Executive Directors except for malfeasance. For more information about the investor agreement, see "Certain Relationships and Related Transactions—Relationships and Transactions—Relationships and Transactions with Vivendi and its Affiliates—Investor Agreement" below.

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Special Nominating Subcommittees

        Pursuant to the Bylaws, the Board maintains the following Special Nominating Subcommittees of the Nominating and Corporate Governance Committee:

•

the Vivendi Nominating Committee;



•

the Independent Nominating Committee; and



•

the Executive Nominating Committee.

        The Bylaws provide that:

•

the Vivendi Nominating Committee shall include only Vivendi Directors;



•

the Independent Nominating Committee shall include only Independent Directors; and



•

the Executive Nominating Committee shall include two Vivendi Directors and two Independent Directors.

        Pursuant to the Bylaws, the Vivendi Nominating Committee and the Independent Nominating Committee will be maintained as long as Vivendi's voting interest does not fall and remain below 10% for a period of 90 consecutive days, and the Executive Nominating Committee will be maintained as long as Vivendi's voting interest does not fall and remain below 50% for a period of 90 consecutive days.

        The Vivendi Nominating Committee and Executive Nominating Committee designate the Vivendi Director nominees and the Executive Director nominees, respectively. The Independent Nominating Committee nominates Independent Director nominees. Stockholders may also nominate Independent Directors in accordance with the Bylaws. Pursuant to the Investor Agreement, provided that Vivendi's voting interest does not fall and remain below 10% for a period of 90 consecutive days, Vivendi and its affiliates will vote their shares of Common Stock in favor of the election of director nominees designated by each of the Independent Nominating Committee and the Executive Nominating Committee and against all proposals to remove Independent Directors or Executive Directors except for malfeasance. For more information about the Investor Agreement, see "Certain Relationships and Related Transactions—Transactions with Related Persons—Investor Agreement" below.