MICROSOFT CORPORATION

OFFERS TO EXCHANGE ANY AND ALL OUTSTANDING NOTES ISSUED BY ACTIVISION BLIZZARD, INC. AS LISTED BELOW FOR
(1) UP TO $3,650,000,000 AGGREGATE PRINCIPAL AMOUNT OF NEW MICROSOFT NOTES ISSUED BY MICROSOFT CORPORATION AND
(2) CASH


and

ACTIVISION BLIZZARD, INC.

SOLICITATION OF CONSENTS TO AMEND THE INDENTURES GOVERNING OUTSTANDING NOTES ISSUED BY ACTIVISION BLIZZARD, INC.

To the beneficial owners or duly authorized representative acting on behalf of the beneficial owners of the following securities of Activision Blizzard, Inc.:


SERIES


CUSIP


ISIN

3.400% Senior Notes due 2026 (the “2026 Notes”)

00507VAK5

US00507VAK52

3.400% Senior Notes due 2027 (the “2027 Notes”)

00507VAM1

US00507VAM19

1.350% Senior Notes due 2030 (the “2030 Notes”)

00507VAP4

US00507VAP40

4.500% Senior Notes due 2047 (the “2047 Notes”)

00507VAN9

US00507VAN91

2.500% Senior Notes due 2050 (the “2050 Notes”)

00507VAQ2

US00507VAQ23

The 2026 Notes, 2027 Notes, 2030 Notes, 2047 Notes and the 2050 Notes are referred to herein collectively as the “Existing Notes.” Microsoft Corporation (the "Company") is considering undertaking a transaction with respect to the Existing Notes. If you are an Eligible Holder, as defined below, or a representative acting on behalf of one or more Eligible Holders, of any Existing Notes, please click "I am an Eligible Holder" and "Continue" to complete this Eligibility Letter (this “Eligibility Letter”). If you are not an Eligible Holder, we request that you take no action at this time. An "Eligible Holder" is a beneficial owner that certifies that it is
(i) a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or
(ii) a person outside of the United States that is not a "U.S. person" within the meaning of Regulation S under the Securities Act and is not acquiring for the account or benefit of a U.S. person.

If you are a beneficial owner of Existing Notes that is located in or a resident of Canada, or if you are acting on behalf of a beneficial owner of Existing Notes that is located in or a resident of Canada, you must also complete and return a Canadian supplemental eligibility letter to D.F. King & Co., Inc. (the “Information Agent”) by e-mail to MSFT-ATVI@dfking.com. The required form of Canadian supplemental eligibility letter may be obtained from the Information Agent. It is not necessary to complete and return a Canadian supplemental eligibility letter if you are an account manager outside Canada acting on behalf of a Canadian beneficial owner on a fully-discretionary basis, and no acts in furtherance of the exchange of such Existing Notes are taking place in Canada. By clicking "I am an Eligible Holder" and "Continue," you will be deemed to certify that you are not located in or a resident of any province or territory of Canada, and that you are not tendering any Existing Notes on behalf of a beneficial owner that is located in or a resident of in Canada, unless you have either:
(i) completed and returned a Canadian supplemental eligibility letter to the Information Agent; or
(ii) you are an account manager outside Canada acting on behalf of a Canadian beneficial owner on a fully-discretionary basis, and no acts in furtherance of the exchange are taking place in Canada.
If you do not submit a valid Eligibility Letter, you will not be entitled to receive any documents or materials relating to the transaction the Company is considering undertaking with respect to the Existing Notes.

Please direct any questions for the Information Agent to:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, New York 10005

Banks and brokers: (212) 269-5550
Toll Free: (866) 227-7300
Email: MSFT-ATVI@dfking.com

I am an "Eligible Holder"

I am not an "Eligible Holder"

DEFINITIONS

“Qualified Institutional Buyer” means:

(1)    Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(a)  Any insurance company as defined in Section 2(a)(13) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

(b)  Any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(c)  Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 or any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

(d)   Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(e)   Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(f)   Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(D) or (E) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(g)   Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”);

(h)   Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, limited liability company, or Massachusetts or similar business trust;

(i)  Any investment adviser registered under the Investment Advisers Act; and

(j)   Any institutional accredited investor, as defined in Rule 501(a) under the Securities Act, of a type not listed in paragraphs (1)(a) through (i) above or paragraphs (2) through (6) below.

(2)   Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

(3)   Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction (as defined below) on behalf of a qualified institutional buyer;  

(4)   Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least US$100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(a) Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(b) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor);

(5)   Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and

(6)   Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least US$100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least US$25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

         For purposes of the foregoing definition:

 (1)   In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

 (2)   The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of the foregoing definition.

 (3)   In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

 (4)   Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

“U.S. person” means:

(1)   Any natural person resident in the United States;

(2)   Any partnership or corporation organized or incorporated under the laws of the United States;

(3)   Any estate of which any executor or administrator is a U.S. person;

(4)   Any trust of which any trustee is a U.S. person;

(5)   Any agency or branch of a foreign entity located in the United States;

(6)   Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(7)   Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(8)   Any partnership or corporation if:

(a)   Organized or incorporated under the laws of any foreign jurisdiction; and

(b)   Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

(1)   Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(2)   Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b) The estate is governed by foreign law;

(3)   Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(4)   An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(5)   Any agency or branch of a U.S. person located outside the United States if:

(a) The agency or branch operates for valid business reasons; and

(b) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(6)   The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.