Take-Two Interactive Software, Inc. (TTWO)
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AGM 2012

Sep 20, 2012

Speaker 1

Afternoon. Thank you for joining us today for our annual meeting. My name is Hank Dimon, and I'm Senior Vice President of Investor Relations And Corporate Communications for 2. Please note that today's shareholder meeting is being broadcast by a listen only webcast that is available on our website at www Take games.com. A replay of the webcast will also be available on our website later today.

Before we begin, I'd like to remind everyone that securities laws. These forward looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to us. We have no obligation to update these forward looking statements. Actual operating results may vary significantly based on a variety of factors. These important factors are described in our filings with the SEC, including our 10 K for the fiscal year ended March 31, 2012.

These documents may be obtained from our website. And now I'd like to introduce Strauss Zelnick, Chairman and CEO, take 2.

Speaker 2

Thanks, Hank. Good afternoon, and welcome. The annual meeting of stockholders, if you take 2 interactive software, will please come to order. Today's agenda includes a discussion of our business strategy, recent results and outlook, a review of the procedures for today's meeting and the proposals to be voted on and a question and answer session. I'd like to introduce our officers and directors.

If you just raise your hand when I introduce you, Seth Krause, Executive Vice President, General Counsel, Lainie Goldstein, Chief Financial Officer Karl Sladoff, Chief Operating Officer Dan Emerson, Deputy General Counsel And Secretary of the Company. I'd also like to introduce our board members that are present today: Robert Bowman, Songhong Chow, Brett Icon, Jay Moses, James Nelson, and Michael Shrasky. Take 2 strategy is to develop the highest quality, most compelling interactive entertainment franchises in the business and to deliver them on any platform that's relevant to our audience. We're actively investing both in growing our core console and PC business and then expanding our digitally delivered offerings for online and mobile platform. During fiscal year 2012, we made significant progress on our creative operational and strategic objectives, but we didn't achieve our revenue and profitable This was primarily due to our decision to postpone the release of several titles in order Although our commitment to quality may occasionally affect near term results, we believe it's the right approach for maximizing revenue and profits over the long term.

Some of our key achievements during fiscal 2012 included the following: Rockstar Games released LA noir, which transcends the boundary between interactive entertainment and cinema. This groundbreaking title received excellent reviews and according to NPT data for the U. S. With the highest selling new intellectual property in our industry during 2011. 2K sports delivered the top ranked and top selling basketball video game for the 11th year in a row with the release of NBA 2k12.

For the 2nd consecutive year, the title sold in over 5 million units and enabled our sports business to achieve profitability. We increased our facility, both on highly attractive terms. And we expanded our digitally delivered offerings for online and mobile platforms as well as for the console and PC, As a result, we grew our revenue from digitally delivered content to a record 2012. By making our products available wherever and expenses to lighting consumers, expanding our business and creating value over time. While the current fiscal year 2013 began with a disappointing first quarter, our recent business trends have been strong.

This summer, we entered the open beta phase for our 1st free play online game NBA 2k online on the Tencent games portal in China, and early user metrics have been incurred We also released our first mobile social game for Japan, NBA 2k All Stars on Greece social networking platform, This game was among the top 5 selling mobile games in Japan immediately after launch. Our projects in Korea to develop an online baseball game with Nexon an MMOG based on a leading 2K games franchise with Xcel Games are also proceeding as planned, and we expect to have more to say about these initiatives in the coming months. Earlier this week, we successfully launched 1 of the most eagerly anticipated games of the year, Borderlands 2. The initial response from both consumers and the press has been fantastic with reviews scores of 9 out of 10 from IGN 9.75 out of 10 from game informer and a perfect 10 out of 10 from PlayStation the official magazine. We're extremely proud of Borderlands II, it's poised to become one of the highest rated titles in history of 2K, as well as a great commercial success.

Building upon that momentum, we have a terrific pipeline of new releases and development for the balance of the year and beyond. Titles announced to date include On October 2, 2K Sports will release NBA 2K13. The next installment in our number one rated a number one selling basketball franchise that's poised once again to raise the bar for sports video games. This year's version will be supported by NBA 2k Everywhere, which gives fans the opportunity to experience NBA 2k via an all new mobile companion app, a social game on Facebook, and a full featured mobile version of NBA 2k13 for iOS and Android devices. NBA 2k everywhere will extend the NBA 2k experience by offering players greater flexibility, more variety, and new ways to play at home or on the go with these all new social and mobile features.

On October 9, 2K games will release XCOM enemy unknown. Developed by Firaxis Games, the studio behind our civilization franchise the title combined strategy with intense combat against the terrifying alien invasion. The title generated tremendous buzz at winning more than 20 awards. In November, 2K PLAY will release several Nickelodeon titles for consoles and handhelds, to highlight the imaginative and educational world of hit television preschool series, including Bubba Guppy Guppy's, Dora and team zoomy zoomy's fantastic flight and Nickelodeon to the sequel to one of Parent Magazine's 15 best games of 2011. BioShock Infinite is progressing in its development irrational games and is planned to launch on February 26, 2013.

This first person shooter was voted the most anticipated game by IGN users in a May 2012 goal and continues to generate strong consumer interest. In Grand Theft Auto5 is in full development and making substantial progress, Rockstar has been releasing new screenshots from the game illustrated its vast, detailed, open world setting. Today, Take Tube possesses all of the key assets necessary to execute our strategy successfully. Our creative teams are among the best in the industry. We've built 1 of the strongest intellectual property portfolios in the business, We've cutting edge development tools and technology, and our solid balance sheet and liquidity provide a sound financial footing.

A result, Take 2 is well positioned to deliver growth, profits and returns for shareholders over the long term. I'd like to thank our colleagues for their hard work and dedication and our shareholders for

Speaker 3

Thank you, Strauss. Good afternoon. I will access the chair for this portion of the meeting. Mr. Emerson will act as secretary of the meeting.

Meeting will be conducted in accordance with the agenda that was distributed at the start of the meeting. As detailed in Take 2's proxy filing, the proposals to be considered and voted upon at this meeting are as follows. Number 1, the election of 8 directors to hold office until the to annual stockholder meeting and until their respective successors have been duly elected and qualified. Number 2, the approval of and Amendment 2, the Take 2 Interactive Software, Inc. 2009 stock incentive plan to increase the available shares reserved there under.

Number 3, the approval of and Amendment 2, the restated Certificate of incorporation of the company to increase the number of authorized shares of common stock from $150,000,000 to $200,000,000. Number 4, the casting of an advisory vote to approve the compensation of the named executive officers. Number 5, the ratification of the appointment of Ernst And Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2013 6th, such other businesses may properly come before on July 25 2012 are entitled to vote on these proposals at this annual meeting or any adjournment thereof. This meeting will be conducted in accordance with procedural rules that have been established and distributed today. Sure that stockholders have an opportunity to properly consider and vote upon the business to come before this meeting.

Like to take a moment to review several of the key rules. 1st, anyone wishing to address the meeting must be a stockholder of record or a person holding a valid proxy from a stockholder of record. Stockholders of record should have a yellow coded name tag and yellow index card stating stockholder of record. Was provided at the registration area before the meeting. Following the presentation of the proposals on the agenda and while the polls are deemed open voting on the proposals, we will entertain questions directly related to the matters being voted upon.

During question and answer period, each speaker will be limited to 3 minutes. Anyone who would like to ask a question will do so using the phone at the front of the room. This is done in order to have the questions heard on our webcast today. No one shall be permitted to allot any or all or part of their time. Him to another speaker.

After we have conduct after we have concluded the meeting the business of the meeting, meaning will be adjourned. Then we will open the floor to general questions. By your presence here today, you acknowledge your understanding of willingness to abide by the procedural rules that were provided to you today. Now let's continue with the business Mr. Emerson, will you please present a proof of notice of this meeting?

Let the record reflect that I've been presented with a copy of the 2012 together with an affidavit of an authorized representative of Broadridge, the company responsible for mailing said materials affirming as to the mailing on August 10, 2012, of the notice of annual meeting and proxy materials to stockholders of record at the close of business on July 25, 2012. I ordered the affidavit of mailing be filed with the minutes of this meeting. Mr. Emerson, will you please present a list of stockholders as of the close of business on July 25, 2012. That is the record date set by the Board of Directors for the purpose of determining the stockholders entitled to vote at this meeting, but the record reflect that I've been presented with a list of stockholders of record as a the close of business on July 25, 2012, furnished by an authorized representative of the company's transfer agent.

There are 90,160,732 shares of common stock entitled to vote at this meeting. By 1,000,000,000 presented at the meeting, 3, the existence of a quorum, 4, the validity and effective proxies, and 5, to receive and tabulate the votes the matters to be acted upon at the meeting. Mr. Tai has executed an affidavit to faithfully execute his duties as the inspector. The secretary will attach the affidavit to the minutes of this meeting.

It is anticipated that the results will be reported to me as soon as practicable. Is there any stockholder present who has not filled out the attendance sheet showing the name of the stockholder and the number of shares he or she owns? All stock hurdles of record who have not submitted proxies should do so now unless they wish to vote in person. If you have previously executed a proxy in now to vote in person, the proxy will be returned to you upon request. Mr.

Tai, please state the number of shares of common stock, present in person or by proxy.

Speaker 2

There are present by proxy and in person, more than 50% of the outstanding shares entitled to vote at this meeting. Legal notice of the meeting haven't been given and a

Speaker 3

quorum being present, the meeting is lawfully convened and ready to transact business. The first order of business on the agenda is to elect 8 directors to serve until the annual meeting of stockholders of the company to be held in 2013 and until their successors have been duly elected and qualified. Nominations are now in order.

Speaker 4

I nominate the following persons who are named in the company's proxy statement to serve as directors of the company until the annual meeting of stockholders to be held in 2013 and their successors. Successors have been duly elected and qualified. Strauss Zelnick, Robert Bowman, Tung Long Cho, Michael Donovan, Brett Econ, Jay Moses, James Nelson, and Michael Shresh.

Speaker 1

I second the nomination

Speaker 3

If there is a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so the Inspector of Elections can deliver ballot to you. The next 2, the Take 2 Interactive Software, Inc. 2009 stock incentive plan to increase the available shares reserved there under. Proposals are now in order.

Speaker 4

I propose that the stockholders approve the adoption of an amendment to the company's 2009 stock incentive plan as set forth in Exhibit A to the proxy statement.

Speaker 1

I've second the proposal.

Speaker 3

If there is a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so the Inspector of elections can liver ballad to you. The next order of business on the agenda is to vote upon the approval of and Amendment II, the restated Certificate of incorporation of the company to increase the number of authorized shares of common stock from 150,000,000 to 200,000,000 proposals are now in order.

Speaker 4

I propose that the stockholders approve an amendment to the restated certificate of incorporation of the company to increase the number exhibit B to the proxy statement?

Speaker 1

I second the proposal.

Speaker 3

If there's a stockholder who does not yet have a ballot who wishes to vote in person, please raise asked an advisory vote to approve the compensation of the company's named executive officers. Proposals are now in order.

Speaker 4

I propose that the stockholders approve the compensation of the company's named executive officers on an advisory basis as set forth in the proxy statement.

Speaker 1

My second is the proposal.

Speaker 3

If there's a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so the Inspector of Election deliver ballots to you. The next order of business on the agenda is to vote upon the proposal to ratify the appointment of Ernst And Young LLP as the company's independent registered public accounting firm for the fiscal year ending Portugelo and Lisette Senediker, who are here today representing Ernst And Young and will be available to answer questions after the meeting. Proposals are now in order.

Speaker 4

I propose that the Endent registered public accounting firm for the fiscal year ending March 31, 2013, as set forth in the proxy statement.

Speaker 1

I second the proposal.

Speaker 3

If there's a stockholder who does not yet have a ballot who wishes to vote in person, please raise your hand so the Inspector of elections can deliver a ballot to you. Do any stockholders have questions related to the business of this meeting? As a reminder, please limit your questions directly to the proposals presented that are to be voted upon at this meeting. And as a reminder, all speakers will be limited to 3 minutes, and no one shall be permitted to allot all or part of their time to another speaker. Please make sure that you've completed all necessary information on your ballots and cast your votes as you have ended to for the 5 agenda items.

For the Inspector of Elections, please collect the ballots. The ballots having been collected and now declare the polls closed, As I mentioned previously, the Inspector of Elections will tabulate the results of the voting, which will be reported to me as soon as it's As I noted earlier, once of the annual meeting is hereby concluded. And we will now open the floor to question and answer period. And at this point, I'll turn the floor back over to Strauss Zelnick, Chairman and CEO I'll take 2.

Speaker 2

Thank you, Seth. We'd now like to open the floor to questions following the rules Mr. Krausz lined earlier in the meeting. Thank you all for joining us.

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