TAKE TWO INTERACTIVE SOFTWARE INC

CAUTIONARY NOTE ABOUT FORWARD-

LOOKING STATEMENTS

The statements contained in this Proxy Statement which are not historical facts, including statements relating to the Company’s

outlook, are considered forward-looking statements under federal securities laws and may be identified by words such as

“anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” or

words of similar meaning and include, but are not limited to, statements regarding the outlook for the Company’s future

business and financial performance. Such forward-looking statements are based on the current beliefs of our management as

well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and

changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially from these forward-

looking statements based on a variety of risks and uncertainties including: risks relating to the timely release and significant

market acceptance of our games; the risks of conducting business internationally, including as a result of unforeseen

geopolitical events; the impact of changes in interest rates by the Federal Reserve and other central banks, including on our

short-term investment portfolio; the impact of inflation; volatility in foreign currency exchange rates; our dependence on key

management and product development personnel; our dependence on our NBA 2K and Grand Theft Auto products and our

ability to develop other hit titles; our ability to leverage opportunities on PlayStation®5 and Xbox Series X|S; factors affecting our

mobile business, such as player acquisition costs; and the ability to maintain acceptable pricing levels on our games. Other

important factors and information are contained in the Company’s most recent Annual Report on Form 10-K, including the risks

summarized in the section titled “Risk Factors,” and the Company’s other periodic filings with the SEC, which can be accessed

at www.take2games.com. All forward-looking statements are qualified by these cautionary statements and speak only as of the

date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of

new information, future events or otherwise.