Mad Catz Interactive, Inc. (the "Company") held an Annual and Special Meeting of Shareholders on August 20, 2012. The matters voted upon at the meeting included:
(a) the election of four directors to the Company's Board of Directors, (b) the appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm and Auditor and the authorization of the Board of Director to approve the Independent Registered Public Accounting Firm and Auditor's remuneration, (c) the approval of a resolution confirming By-Law Number 4 (other than the elimination of the second or 'casting' vote in favor of the chairman of the meeting of the Board of Directors of the Company) as the new general by-law of the Company and (d) the approval of a resolution confirming Section 4.17 of By-Law Number 4. The votes cast with respect to these matters were as follows:

Election of Directors:



                          Number of Shares   Number of Shares   Number of Broker
     Nominee                 Voted For           Withheld          Non-Votes
     Thomas R. Brown         10,322,788         1,731,871          33,797,916
     Robert J. Molyneux      9,795,430          2,259,229          33,797,916
     Darren Richardson       10,646,276         1,408,383          33,797,916
     William Woodward        9,525,417          2,529,242          33,797,916

Appointment of KPMG LLP as our Independent Registered Public Accounting Firm and Auditor and the authorization of the Board of Directors to approve the Independent Registered Public Accounting Firm and Auditor's remuneration:

               Number of Shares   Number of Shares   Number of Broker
                  Voted For           Withheld          Non-Votes
                  45,274,260          578,315               0

Approval of a resolution confirming By-Law Number 4 (other than the elimination of the second or 'casting' vote in favor of the chairman of the meeting of the Board of Directors of the Company) as the new general by-law of the Company:

      Number of Shares   Number of Shares   Number of Shares    Number of Broker
         Voted For        Voted Against     Voting to Abstain      Non-Votes
         9,131,263          1,801,222           1,122,174          33,797,916

Approval of a resolution confirming Section 4.17 of By-Law Number 4:

      Number of Shares   Number of Shares   Number of Shares    Number of Broker
         Voted For        Voted Against     Voting to Abstain      Non-Votes
         9,038,580          1,895,063           1,121,016          33,797,916