Policy on Adoption of a Shareholder Rights Plan

In 2003, a stockholder submitted a proposal to Mattel, Inc. (“Mattel” or the “Company”) regarding the approval process for adopting a shareholder rights plan (also known as a “poison pill”). Mattel previously had a shareholder rights plan in place until it expired without being renewed on February 17, 2002.


In its Notice of Annual Meeting and Proxy Statement dated April 12, 2004, Mattel disclosed that, following consideration of the vote received by the stockholder’s proposal, Mattel’s Board of Directors (the “Board”) adopted a statement of policy on the topic and, after further consideration, clarified and revised the statement of policy. Mattel published the text of the statement of policy in the Proxy Statement. After additional consideration, the Board has further revised its statement of policy, so that it now reads as follows:


The Company does not have a shareholder rights plan and is not currently considering adopting one.


The Board’s policy is that it will only adopt a shareholder rights plan if either (1) the stockholders have approved adoption of the shareholder rights plan or (2) the Board in its exercise of its fiduciary responsibilities, including a majority of the independent members of the Board, makes a determination that, under the circumstances existing at the time, it is in the best interests of the stockholders to adopt a shareholder rights plan without the delay in adoption that would come from the time reasonably anticipated to seek stockholder approval. If the Board adopts a shareholder rights plan pursuant to clause (2) above, the Board will seek stockholder ratification within 12 months from the date of adoption.


The terms of the policy shall be disclosed in the “Corporate Governance” section of the Company’s corporate Web site, https://corporate.mattel.com/, and shall be disclosed in a Form 8-K to be filed with the Securities and Exchange Commission.