NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

3 February 2021

RECOMMENDED CASH ACQUISITION

of

CODEMASTERS GROUP HOLDINGS PLC ("CODEMASTERS")

by

CODEX GAMES LIMITED

an indirect subsidiary of

ELECTRONIC ARTS INC. ("EA")

(to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)

Results of Court Meeting & General Meeting

and Update on Competition Law Approvals

On 14 December 2020, the boards of Codemasters and EA announced that they had reached agreement on the terms of a recommended acquisition by Codex Games Limited ("Bidco"), an indirect subsidiary of EA, of the entire issued and to be issued ordinary share capital of Codemasters (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") (or, if Bidco elects, with the consent of the Panel, a takeover offer under Part 28 of the Companies Act 2006). The scheme document in relation to the Scheme and the Acquisition (the "Scheme Document") was published by Codemasters on 7 January 2021. The Acquisition is subject to the Conditions set out in Part 3 of the Scheme Document.

Unless otherwise defined, all capitalised terms in this announcement shall have the same meanings as given to them in the Scheme Document.

Codemasters is pleased to announce that at the Court Meeting and General Meeting held earlier today in connection with the Acquisition:-

(i)         the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting; and

(ii)        the requisite majority of Codemasters Shareholders voted to pass the Special Resolution to implement the Scheme, including the amendment of Codemasters' articles of association, at the General Meeting.

Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in Parts 9 and 10 of the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present remotely (via the Virtual Meeting Platform) or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.

*    rounded to two decimal places

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting. Each Codemasters Shareholder, present remotely (via the Virtual Meeting Platform) or by proxy, was entitled to one vote per Codemasters Share held at the Voting Record Time.

*       rounded to two decimal places

**     includes discretionary votes

***   A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.

The total number of Codemasters Shares in issue at the Voting Record Time was 152,467,939. Consequently, the total number of voting rights in Codemasters at the Voting Record Time were 152,467,939.

Amended Articles of Association of Codemasters

A copy of the amended articles of association of Codemasters (as amended pursuant to the Special Resolution passed at today's General Meeting and with effect from its passing) is available on Codemasters' website at https://www.codemasters.com/investors/#electronic-arts.

Update on Competition Law Approvals

Codemasters is also pleased to announce with regard to the competition law approvals relevant to the Acquisition that:-

(a)        the German Bundeskartellamt has confirmed that the Acquisition does not require notification under the German merger control regime, such that Condition 3(b) (as set out in Part A of Part 3 of the Scheme Document) has ceased to be applicable; and

(b)        the applicable review period under the Austrian merger control regime (pursuant to Section 11 of the Austrian Cartel Act) has expired without either of the Federal Competition Authority or the Federal Cartel Prosecutor having lodged an application for an investigation of the Acquisition, such that Condition 3(c) (as set out in Part A of Part 3 of the Scheme Document) has now been satisfied.

Effective Date and Timetable

The outcome of today's Court Meeting and General Meeting means that Conditions 2(a) and 2(b) (as set out in Part A of Part 3 of the Scheme Document) have now been satisfied.  The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Parts A and B of Part 3 of the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing, which is expected to take place at 10:30 am on 16 February 2021.

The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 10 and 11 of the Scheme Document and is also set out below. The dates are indicative only and are subject to change. The dates will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.  If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by Codemasters releasing an announcement through a Regulatory Information Service and publishing such change(s) on Codemasters' website at https://www.codemasters.com/investors/#electronic-arts and, if required by the Panel, by posting notice of the change(s) to Codemasters shareholders.

All references to times in this announcement are to London time (unless otherwise stated).

Enquiries:

Important notices relating to financial advisers

Jefferies International Limited ("Jefferies") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Codemasters as sole financial adviser and joint corporate broker and for no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Codemasters for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement. Neither Jefferies, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Codemasters as nominated adviser and joint corporate broker and for no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Codemasters for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement. Neither Liberum, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) at https://www.codemasters.com/investors/#electronic-arts by no later than 12.00 noon (London time) on the Business Day following this announcement.

Neither the content of the website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.