• Articles of Incorporation

    Chapter Ⅰ General Provisions

    Article 1 (Name)

    The name of this company shall be “Chusik Hoesa KRAFTON” (the “Company”), which shall be “KRAFTON, INC” in English and simply KRAFTON as abbreviation.

    Article 2 (Objectives)

    The objective of the Company shall be to engage in the following business activities:

    • 1.Development of softwares;
    • 2.Distribution of software;
    • 3.Real estate lease business;
    • 4.Arts, sports and recreation related services;
    • 5.Educational service and other services related to business including lifelong education and management of its facilities;
    • 6. Blockchain related business and research and development;
      7.Production, distribution of movies, videos, digital contents;
      8.Production, distribution of music, musing sources;
      9.Production, distribution of comics, web comics;
      10.Management consulting and support business
      11.Any and all other businesses incidental to the foregoing

    Article 3 (Location)

    • 1.The Company shall have its head office in Seoul.
    • 2.The Company may establish branches, sub-branches, offices or overseas subsidiaries within or outside Korea, by resolution of the Board of Directors, whenever necessary.

    Article 4 (Method of Giving Public Notice)

    Public notices by the Company shall be made through the Company’s internet homepage (http://www.krafton.com). However, in cases of unavoidable circumstances including system outage, public notice shall be made through publication in the “Hankook Kyongje Shinmoon”, a Korean language daily newspaper published in Seoul.

    Chapter Ⅱ SHARES OF STOCK

    Article 5 (Total Number of Authorized Shares)

    The total number of shares to be issued by the Company shall be 300,000,000 shares.

    Article 6 (Par Value per Share)

    The par value per share to be issued by the Company shall be one hundred (100) Won.

    Article 7 (Total Number of Shares to Be Issued at the Time of Incorporation)

    The Company shall issue 1,200,000 shares at the time of its incorporation.

    Article 8 (Types of Share Certificates)

    • 1.The shares to be issued by the Company shall be common shares and class shares.
    • 2.The class shares to be issued by the Company shall be preferred shares with respect to dividend of profits or distribution of residual property, shares havingno or restricted voting rights, redeemable shares, convertible shares or shares combining all or some of the foregoing.

    Article 8-2 (Number and Contents of Preferred Shares)

    • 1.The issuance limit of preferred shares to be issued by the Company shall be pursuantto the relevant statutes such as Commercial Act and the Financial Investment Services and Capital Markets Act.
    • 2.With respect to preferred shares, the preferred divided rate shall be determined at the time of issuance pursuant to a resolution of the Board of Directors, but the minimum dividend rate shall be 1% of annual par value.
    • 3.With respect to preferred shares, pursuant to a resolution of the Board of Directors at the time of issuance, participating preferred shares may be issued which, if the dividend rate of common shares exceeds the dividend rate of preferred shares, shall be permittedto participate in the excess at the same ratio as the common shares, and non-participating preferred shares may be issued which shall not be permitted to participate in the dividend of common shares other than the preferred dividend rate.
    • 4.With respect to preferred shares, pursuant to a resolution of the Board of Directors at the time of issuance of the shares, cumulative preferred shares may be issued which, if predetermined dividends corresponding to preferred dividend rate is not made in any given business year, the cumulative amount not paid oud as dividends is paid out in preferentially as dividends in the following business year, and non-cumulative preferred shares may be issued which shall not receive cumulative amount not paid out as dividends.
    • 5.With respect to preferred shares, pursuant to a resolution of the Board of Directors at the time of issuance, preferred shares that may be converted into common shares (convertible preferred shares) or may be converted into profits within a certain period (redeemable preferred shares) may be issued.
    • 6.When issuing convertible preferred shares, the shares to be issued as a result of conversion shall be common shares, the conversion price shall be the price determined by the Board of Directors exceeding par value of common shares, and the period during which conversion may be demanded shall be a date determined by the Board of Directors falling 3 months following the issuance of convertible preferred shares. In this case, dividends of profits with respect to the shares issued as a result of conversion shall apply the provision of Article 9-5 mutais mutandis.
    • 7.When issuing redeemable preferred shares, the redemption price shall be the price determined by the Board of Directors exceeding the par value of the common shares, the redemption period during which redemption may occur shall be a date determined by the Board of Directors falling at least 3 years following the issuance of preferred shares but not later than 10 years following such date, and the method of redemption shall be by using redemption reserves from profits as determined by the Board of Directors .
    • 8.When issuing preferred shares, pursuant to the Board of Directors, an issuance may be made combining several matters laid forth in Paragrapgs 2 through 7 of Article 8 above.
    • 9.When the Company conducts a capital increase with or without consideration or share dividends, in principle, common shares shall be issued to common shares and preferred shares of the same condition shall be issued to preferred shares pursuant to the respective shareholding ratio. Provided, however, as necessary, the Company shall be able to issue only one class of shares in case of a capital increase with or without consideration or share dividends, and in such case, all shareholders shall have the right to receive allocation or dividend of the shares issued therewith.
    • 10.When there is a resolution of a General Meeting of Shareholders providing that the Company shall not make predetermined dividends for preferred shares, the preferred shares shall be deemed to have voting rights from the General Meeting of Shareholders immediately following the General Meeting of Shareholders during which such resolution was adopted until the General Meeting of Shareholders during which a resolution to pay such preferred dividends is adopted.

    ARTICLE 8-3 (Electronic Registration of Rights to be Indicated in Shares Certificates and Certificates of Preemptive Rights on New Stocks)

    The Company shall, in lieu of issuing share certificates and certificates of preemptive right to new stock, electronically register on the electronic register account of an electronic registration institution the rights that must be indicated on share certificates and certificates of preemptive right to new stocks.

    Article 9 (Preemptive Rights)

    • 1.When the Company issues new shares pursuant to a resolution of the board of directors, the procedure laid out in the following Subparagraphs shall be followed. For the avoidance of doubt, the limit on new share issuance determined in each of the following Subparagraphs shall be determined based on the total number of issued and outstanding shares at the time of each issuance, where the total number of issued and outstanding shares shall be calculated by adding together new shares to be issued and previously issued and validly existing shares, and by a cumulative method by which any shares already issued and validly existing based on any of the following Subparagraphs shall be deducted from the limitation of the relevant Subparagraph at the time of calculation of issuance limit in the following instance.
      • (1)Method by which an opportunity to subscribe to acquisition of new shares is given to a shareholder in order to allocate new shares in proportion to the shareholder’s shareholding
      • (2)Method by which an opportunity to subscribe to acquisition of new shares is given to specified persons (including shareholders of the Company) in a manner other than as prescribed in Subparagraph 1 when necessary to achieve a management goal such as adoption of new technology or improvement of financial structure within a scope not exceeding 40/100 of the total number of issued and outstanding shares.
      • (3)Method by which an opportunity to subscribe to acquisition of new shares is given to unspecified persons (including shareholders of the Company) in a manner other than as prescribed in Subparagraph 1 within a scope not exceeding 40/100 of the total number of issued and outstanding shares and allocating new shares to persons subscribing in such manner
    • 2.When allocating new shares by the method prescribed in Paragraph 1 Subparagraph (3), such new shares must be allocated in a manner as prescribed in one of the following Subparagraphs pursuant to a resolution of the board of directors.
      • (1)Method by which new shares are allocated to unspecified multiple subscribers without categorizing persons given the opportunity to subscribe to new share acquisition
      • (2)Method by which the opportunity to subscribe to new share acquisition, including shares not subscribed to following allocation of new shares to members of an employment stock ownership association, is given to unspecified multiple persons pursuant to relevant statutes
      • (3)Method by which shareholders are preferentially given the opportunity to subscribe to new share acquisition and, if there are any shares not subscribed to, the opportunity to receive allocation of new shares is given to unspecified persons
      • (4)Method by which the opportunity to subscribe to new share acquisition is given to certain types of persons such as investment traders or investment brokers as underwriters or intermediaries based on reasonable standards prescribed in relevant statutes such as preparation of demand forecast
      • (5)Method by which new shares are issued pursuant to issuance of depository receipts by a resolution of the board of directors in accordance with provisions of relevant statutes such as the Financial Investment Services and Capital Markets Act
    • 3.When allocating new shares pursuant to Paragraph 1 Subparagraphs 2 and 3, matters set forth in Article 416 Subparagraphs 1, 2, 2-2, 3, and 4 of the Commercial Act must be noticed to shareholders or published by two weeks prior to the deadline for payment. Provided, however, that pursuant to Article 165-9 of the Financial Investment Services and Capital Markets Act, notice of a material fact report ispublicly disclosed at the Financial Services Commission and an exchange not later than one week before the deadline for payment in lieu of the foregoing notice or publication.
    • 4.When issuing new shares pursuant to a method prescribed in any of the Subparagraphs of Paragraph 1, the class, number, and issue price of shares to be issued shall be determined by a resolution of the board of directors.
    • 5.When allocating new shares, if there are shares that are not subscribed to or payment is not made for by the deadline, the disposition of such shares shall be pursuant to the resolution of the board of directors in accordance with the provisions of relevant statutes such as appropriateness of issue price.
    • 6.Disposition of fractional shares occurring as a result of allocation of new shares shall be pursuant to the resolution of the board of directors.
    • 7.When allocating new shares pursuant to Paragraph 1 Subparagraph 1, the Company shall issue to shareholders certificates of preemptive right to new stocks.

    Article 9-2 (Deleted)

    Article 9-3 (Stock Options)

    • 1.The Company may grant to its officers and employees (including officers and employees of affiliated companies as defined in Article 30 of the Enforcement Decree of the Commercial Act; hereinafter the same) stock options within scope of 15/100 of total issued and outstanding shares pursuant to a special resolution of the general meeting of shareholders. Provided, however, within the scope as prescribed in Article 542-3(3) of the Commercial Code and Article 30(4) of the Enforcement Decree of the same Act, stock options may be granted to persons other than directors pursuant to a resolution of the board of directors. When granting stock options pursuant to a resolution of the board of directors, the Company must receive approval of the general meeting of shareholders first convened following such grant.
    • 2.Officers and employees or outside personnel with technical or management capabilities subject to the stock option grant shall be officers and employees that have contributed to the establishment of the company, management improvement, sales growth, or technological innovation, officers and employees that has the capability to do the same, or officers and employees of affiliated companies as defined in Article 30(1) of the Commercial Act, but shall not include persons falling under any of the following.
      • (1)Largest shareholder, major shareholder, and persons specially related to the foregoing pursuant to Article 542-8(2) Subparagraphs 5 and 6. Provided, however, persons becoming specially related persons by becoming an officer of the Company or affiliated company as defined in Paragraph 2 shall be excluded.
      • (2)Persons becoming a major shareholder as a result of exercise of stock options
    • 3.Shares to be granted as a result of exercise of stock options (when the difference of the exercise price of the stock option and the market price is paid in cash or treasury shares, the shares being the basis of calculation for such difference) shall be registered common shares.
    • 4.The exercise price per share of shares subject to exercise of stock options shall be at or above the price described in each of the following Subparagraphs. The same shall apply when the exercise price is adjusted following grant of stock options.
      • (1)When new shares are issued and granted, the higher of the following.
        • a.The substantial price as of the date of granting the stock option
        • b.The face value of the relevant shares
      • (2)When transferring treasury shares, the substantial price as of the date of granting the stock option
    • 5.A person who has been granted stock options may exercise such options from the date falling two years following the date of the resolution in Paragraph 1 until the date as determined in the relevant grant agreement within 10 years from the date of such resolution. However, a person who becomes deceased or retires or resigns due to a cause not attributable to the person within two years of the date of resolution in Paragraph 1 shall be able to exercise the stock option during the exercise period.
    • 6. In case of any of the following or as provided in the stock option grant agreement, the grant of stock options may be revoked by a resolution of the board of directors.
      • (1)When the relevant officer or employee voluntarily and arbitrarily retires or resigns following grant of stock options
      • (2)When the relevant officer or employee causes significant damage to the Company willfully or negligently
      • (3)When there has been a cause for revocation as provided in the stock option grant agreement
      • (4)In the event of bankruptcy or dissolution of the Company causing the Company to be unable to respond to the exercise of stock options
    • 7.The Company shall grant stock options in a method prescribed in one of the following Subparagraphs.
      • (1)Method by which new registered common shares are issued at the stock option exercise price and granted
      • (2)Method by which registered common treasury shares are granted at the stock option price
      • (3)Method by which the difference between the stock option exercise price and the market price is paid in cash or granted in treasury shares
    • 8.With respect to the dividend of profits for the new shares issued as a result of exercise of stock options, provisions of Article 9-5 shall apply mutatis mutandis.

    Article 9-4 (Deleted)

    Article 9-5 (Equal Dividend)

    The Company shall pay equal dividends to all shares of a same class issued (including converted) and outstanding as of the dividend date without regard to the issue date.

    Article 10 (Transfer Agent)

    • 1.The Company shall have a transfer agent for its shares.
    • 2.The transfer agent, its office, and the scope of delegated duties shall be pursuant to a resolution of the board of directors.
    • 3.The Company shall furnish the shareholders register or its copy at the office of the transfer agent, and shall cause the transfer agent to conduct electronic registration of shares, maintenance of shareholders register, and other tasks relating to the shares.
    • 4.The procedures for the performance of tasks in Paragraph 3 shall be pursuant to the relevant operation rules determined by the transfer agent.

    Article 11 (Deleted)

    Article 12 (Record Date)

    • 1.The Company shall deem the shareholders registered on the final shareholders register as of December 31 of each year as the shareholders who may exercise their rights during the general meeting of shareholders for that fiscal period.
    • 2.When necessary, such as convocation of an extraordinary general meeting of shareholders, the Company may deem the shareholders registered on the shareholders register as of a date determined by a resolution of the board of directors as shareholders who may exercise their relevant rights, and the Company shall notify such fact at least two weeks prior to the date determined by the resolution of the board of directors.

    CHAPTER III CORPORATE BONDS

    Article 13 (Issuance of Corporate Bonds)

    • 1.The Company may issue corporate bonds pursuant to a resolution of the board of directors.
    • 2.The board of directors may entrust the representative director to issue corporate bonds within a period not exceeding one year by determining the amount and type of corporate bonds.

    Article 13-2 (Issuance of Convertible Bonds)

    • 1.The Company may issue convertible bonds to persons other than shareholders in case of any of the following by a resolution of the board of directors within a scope not exceeding 500 billion Korean Won. For clarity, the issuance limit of bonds set forth in this Paragraph is calculated based on a cumulative method by which the face value of bonds that have already been issued and remain in effect are deducted from the limit when calculating the next issuance limit (the same shall apple to Articles 14(1), 15(1), and 16(1)).
      • (1)Case in which convertible bonds are issued by granting the opportunity to subscribe to corporate bond acquisition for the allocation of corporate bonds to a person specified by a method other than as prescribed in Article 9(1)1 (including shareholders of the Company) when necessary to achieve management goals such as adoption of new technology or improvement of financial structure
      • (2)Case in which convertible bonds are issued by granting an opportunity to subscribe to corporate bond acquisition to a person specified by a method other than as prescribed in Article 9(1)1 (including shareholders of the Company) and allocating corporate bonds to subscribing persons
    • 2.With respect to the convertible bonds in Paragraph 1, the board of directors may issue such corporate bonds by granting conversion rights to only some of the bonds.
    • 3.Shares issued as a result of conversion shall be common shares or preferred shares, and the conversion price shall be the par value of the share or a price above the par value as determined by the board of directors at the time of bond issuance.
    • 4.The period for requesting conversion shall be from the date falling 90 days following the issuance date of the relevant bond to the date immediately preceding the redemption date. However, within the above period, the conversion request period may be adjusted by a resolution of the board of directors.
    • 5.Dividend of profits for shares issued as a result of conversion and payment of interest for convertible bonds shall apply the provisions of Article 9-5 mutatis mutandis.

    Article 14 (Issuance of Bonds with Warrants)

    • 1.The company may issue bonds with warrants to persons other than a shareholder by a resolution of the board of directors if the total face value of the bonds does not exceed five hundred billion Korean Won in cases as prescribed in Article 13(1) of these Articles of Incorporation.
    • 2.The amount subject to request for acquisition of new shares shall be determined by the board of directors within the scope not exceeding the total face value of the bonds.
    • 3.Shares issued as a result of exercise of warrants shall be common shares or preferred shares, and the issue price shall be the par value or a price above the par value as determined by the board of directors at the time of bond issuance.
    • 4.The period for exercising warrants shall be from the date falling 90 days following the issuance date of the relevant bond to the date immediately preceding the redemption date. However, within the above period, the warrant issue period may be adjusted by a resolution of the board of directors.
    • 5.Dividend of profits for shares issued as a result of exercise of warrants shall apply the provisions of Article 9-5 mutatis mutandis.

    Article 15 (Issuance of Participating Bonds)

    • 1.The company may issue participating bonds to persons other than a shareholder by a resolution of the board of directors if the total face value of the bonds does not exceed five hundred billion Korean Won.
    • 2.The value of the participating bonds shall be determined by the board of directors at the time of issuance.
    • 3.The participating bonds under Paragraph 1 may participate in the dividend at the rate of 5/100 of the dividend to common shares.
    • 4.Participating bonds shall not be subject to interim dividends under Article 47-2.

    Article 16 (Issuance of Exchangeable Bonds)

    • 1.The company may issue exchangeable bonds by a resolution of the board of directors if the total face value of the bonds does not exceed five hundred billion Korean Won.
    • 2.Detailed matters for the issuance of exchangeable bonds shall be determined by a resolution of the board of directors.

    Article 17 (Regulations Applicable Mutatis Mutandis on Bond Issuance)

    Provisions of Article 10 shall apply mutatis mutandis in case of bond issuance.

    Article 17-2 (Electronic Registration of Rights to be Indicated on Bond and Warrant Securities)

    The Company shall, in lieu of issuing bond and warrant securities, register electronically on the electronic registration account of an electronic registration institution the rights that must be indicated on bond and warrant securities. Provided, however, in case of bonds, electronic registration shall not be made in case other than listed bonds that are required to make electronic registration pursuant to statutes.

    CHAPTER IV GENERAL MEETING OF SHAREHOLDERS

    Article 18 (Timing of Convening)

    • 1.General meeting of shareholders of the Company shall consist of ordinary general meeting of shareholders and extraordinary general meeting of shareholders.
    • 2.Ordinary general meeting of shareholders shall be convened within 3 months of the record date determined in Article 12(1) and extraordinary general meeting of shareholders shall be convened when necessary.

    Article 19 (Person Authorized to Convene)

    • 1.Except as otherwise prescribed by other statutes, all general meetings of shareholders shall be convened by the representative director in accordance with a resolution of the board of directors.
    • 2.In the absence of the representative director, provisions of Article 38(2) shall apply mutatis mutandis.

    Article 20 (Convocation Notice and Announcement)

    • 1.In convening a general meeting of shareholders, the date, place, and purpose of the meeting shall be notified in writing or electronically sent to shareholders two weeks prior to the date of the meeting.
    • 2.The notice of convocation to shareholders holding 1/100 or less of all issued and outstanding voting shares may be made by publishing two weeks prior the fact of convocation of general meeting of shareholders and the purpose of such meeting with the Maeil Business Newspaper published by Maeil Business Newspaper Co., Ltd. and the Korea Economic Daily published by Korea Economic Daily Co., Ltd. on two or more occasions or publishing on the electronic disclosure system operated by the Financial Supervisory Service or Korea Exchange in lieu of notice of convocation in Paragraph 1.

    Article 21 (Place of Convocation)

    The general meeting of shareholders shall be held at the location of the head office, but may also be held in an adjacent area if necessary.

    Article 22 (Chairperson)

    The representative director shall chair the general meeting of shareholders. However, in the absence of the representative director, another director appointed by the board of directors shall be the chairperson.

    Article 23 (Chairperson’s Authority to Maintain Order)

    • 1.The chairperson of the general meeting of shareholders may order any person who purposely speaks or takes actions to disturb a general meeting to be prohibited from speaking, to retract his or her words or to be dismissed from the meeting, and a person who is so ordered by the chairperson shall comply with such order.
    • 2.The chairperson of the general meeting of shareholders may restrict the time and number of shareholders speeches when the chairperson deems such action to be necessary for the proceedings to be conducted in a smooth manner.

    Article 24 (Voting Rights of Shareholders)

    • 1.A shareholder shall have one voting right per share.
    • 2.Where the company, its parent company and its subsidiaries, or subsidiaries own more than 1/10 of the total issued stock of another company, the shares of this company held by such other company have no voting rights.

    Article 25 (Exercise of Voting Right in Disunity)

    • 1.If a shareholder who has more than two shares of voting rights intends to exercise its voting rights in disunity, such shareholder must notify the Company of the intention and reason in writing three days prior to the date of the general meeting of shareholders.
    • 2.The Company may refuse such exercise of the voting rights in disunity by a shareholder. However, the foregoing shall not apply if the shareholder has acquired a trust of shares or holds the shares on behalf of another person.

    Article 26 (Exercise of Voting Rights)

    • 1.A shareholder may exercise its voting rights in writing without attending the general meeting.
    • 2.A shareholder that wishes to exercise its voting rights in writing must state in writing the necessary matters in the document regarding the exercise of its voting rights and submit it to the Company by the day before the date of general meeting of shareholders.
    • 3.A shareholder may have its proxy exercise its voting rights, and in such case, the representative must submit a document (power of attorney) certifying the power of representation before the start of the general meeting of shareholders.

    Article 27 (Method of Resolution of a General Meeting of Shareholders)

    A resolution at a general meeting of shareholders shall, absent other provisions in the statutes or these Articles of Incorporation, be made by the attendance of shareholders who hold shares equivalent to a majority of the total number of issued shares, and the majority of the voting rights of the shareholders present, but not less than 1/4 of the total number of issued shares.

    Article 28 (Minutes of the General Meeting of Shareholders)

    With respect to the resolutions of the general meeting of shareholders, the process and the results of the proceedings shall be recorded in the minutes which shall be sealed or signed by the chairperson and directors in attendance and furnished at the headquarters and branch offices.

    CHAPTER V OFFICERS AND BOARD OF DIRECTORS

    Article 29 (Number of Directors)

    The number of directors of the Company shall be three or more, and the number of outside directors shall be a majority of the total number of directors.

    Article 30 (Appointment of Directors)

    • 1.Directors shall be appointed by the general meeting of shareholders.
    • 2.The appointment of directors shall be made by a majority of the voting rights of the shareholders present, but not less than 1/4 of the total number of issued shares.
    • 3.When two or more directors are appointed, the concentrated voting system stipulated in Article 382-2 of the Commercial Act shall not apply.

    Article 30-2 (Recommendation of Candidates for Outside Directors)

    • 1.The Outside Director Candidate Recommendation Committee shall recommend outside director candidates from among those who meet the qualifications stipulated in the relevant laws and regulations such as the Commercial Act.
    • 2.Details on the recommendation and qualification of outside director candidates are determined by the Outside Director Candidate Recommendation Committee.

    Article 31 (Term of Directors)

    The term of office of directors shall be three years after taking office. However, if the term of office of a director expires before the regular general meeting of shareholders regarding the final settlement period during the term, the term shall be extended until the end of such general meeting of shareholders.

    Article 32 (By-election of Directors)

    When a director is vacant, an extraordinary general meeting of shareholders shall be convened and the vacancy shall be appointed. However, the appointment of a vacancy may be withheld or postponed until the next regular general meeting of shareholders if the legal minimum is met and there is no obstacle in the execution of the duties. Provided, that the term of a director appointed by the vacancy shall be the remaining period of the predecessor, unless otherwise determined by the general meeting of shareholders.

    Article 33 (Appointment of Representative Director, etc.)

    • 1.The Company shall appoint its representative director by a resolution of the board of directors.
    • 2.The Company may appoint a small number of officers such as Vice President, etc., by a resolution of the board of directors.

    Article 34 (Composition and Convocation of the Board of Directors)

    The board of directors convenes by the chairperson of the board by giving notice to each director one week before the meeting date. However, the convocation procedure may be omitted if all directors agree.

    Article 34-2 (Appointment of the Chairperson of the Board of Directors)

    The Company may appoint a chairperson of the board of directors by a resolution of the board of directors.

    Article 35 (Method of Resolution of the Board of Directors)

    • 1.The director composes the board of directors and decides on important matters related to the appointment of the representative director and the execution of the Company’s business.
    • 2.The resolution of the board of directors shall be made by the attendance of a majority of directors and a majority of the directors present, except as otherwise provided in laws and regulations and these Articles of Incorporation.
    • 3.The board of directors may permit all or some of the directors to participate in a resolution without attending the meeting in person but by means of telecommunication that transmits and receives voices from all directors at the same time. In this case, the director is deemed to have attended the board meeting
    • 4.With respect to a resolution of the board of directors, a person who has a special interest in a resolution of the board of directors may not exercise its voting right.

    Article 36 (Minutes of the Meeting of the Board of Directors)

    Minutes shall be prepared regarding the resolutions of the board of directors, and the chairperson and the directors present shall seal or sign such minutes which shall be furnished at the head office.

    Article 36-2 (Committees)

    • 1.If necessary, the company may have the following committees within the board of directors.
      • (1)Audit Committee
      • (2)Evaluation and Compensation Committee
      • (3)Outside Director Candidate Recommendation Committee
      • (4)Other committees recognized to be necessary by the board of directors
    • 2.Details regarding the composition, authority, and operation of each committee are determined by a resolution of the board of directors.
    • 3.Articles 34, 35 and 36 of these Articles of Incorporation shall apply mutatis mutandis to the committees, except as otherwise provided in these Articles of Incorporation.

    Article 37 (Representative Director)

    The representative director shall represent the Company, and if there are several representative directors, a resolution of the board of directors shall determine matters which shall be individually or jointly represented.

    Article 38 (Acting Representative Director)

    • 1.(Deleted)
    • 2.In the absence of a representative director, a director that shall act on behalf of the representative director shall be determined based on the order of precedence separately determined by the board of directors.

    Article 39 (Duty of Directors)

    • 1.Directors shall faithfully perform their duties for the Company in accordance with laws and regulations and the Articles of Incorporation.
    • 2.Directors must perform their duties for the Company with the care of a good manager.
    • 3.Directors shall not divulge the business secrets of the Company acquired in the course of their duties, not only during their tenure but also after their retirement.
    • 4.When a director discovers a fact that is likely to cause significant damage to the Company, such director shall immediately report it to the Audit Committee or a member of the Audit Committee.

    Article 40 (Composition of the Audit Committee)

    • 1.In lieu of an auditor, the Company shall have an Audit Committee pursuant to the provisions of Article 36-2.
    • 2.The Audit Committee shall be composed of three or more directors.
    • 3.At least 2/3 of the members must be outside directors, and members who are not outside directors must meet the requirements of Article 542-10(2) of the Commercial Act.
    • 4.Audit Committee members must be appointed from among directors appointed at a general meeting of shareholders. In this case, one of the members of the Audit Committee shall be separately from other directors by a resolution of the general meeting of shareholders.
    • 5.The appointment of members of the Audit Committee shall be made by a majority of the voting rights of the shareholders present, but at least 1/4 of the total number of issued shares. However, in the case where the company allows exercise of voting rights electronically in accordance with Article 368-4(1) of the Commercial Act, a member of the audit committee may be appointed with a majority of the voting rights of shareholders present.
    • 6.For the appointment and dismissal of members of the Audit Committee, shareholders who hold more than 3/100 of the total number of issued shares (on the case of the largest shareholder, when a member of the Audit Committee other than an outside director is appointed or dismissed, the shares owned by the related persons and other persons prescribed by the Enforcement Decree of the Commercial Act shall be combined), excluding shares without voting rights, shall not exercise their voting rights on the shares exceeding such threshold.
    • 7.The Audit Committee shall select a person to represent the Committee by its resolution. In this case, the chairperson must be an outside director.
    • 8.If the number of outside directors falls short of the requirements for the Audit Committee stipulated in this Article due to reasons such as resignation or death of outside directors, the requirements shall be met at the first general meeting of shareholders convened after the occurrence of such reasons.
    • 9.Other matters related to the composition, authority, and operation of the Audit Committee, which are not stipulated in these Articles of Incorporation, are subject to the audit committee regulations, related laws and resolutions of the board of directors.

    Article 40-2 (Duty, etc., of the Audit Committee)

    • 1.The Audit Committee shall audit the operation and accounting of the Company.
    • 2.The Audit Committee may request the convening of an extraordinary general meeting of shareholders by submitting a document stating the purpose of the meeting and the reason for convening to a director (referring to the person authorized to convene if there is a convening person; hereinafter the same).
    • 3.If a director fails to convene the board of directors without delay despite a request under paragraph (2), the Audit Committee that requested the request may convene a board of directors meeting.
    • 4.The Audit Committee may request the convening of an extraordinary general meeting of shareholders by submitting a document stating the purpose of the meeting and the reason for convening to the board of directors.
    • 5.The Audit Committee may request a business report from a subsidiary when it is necessary to perform its duties. In this case, when the subsidiary fails to report without delay, or when it is necessary to confirm the details of the report, the subsidiary’s business and property status may be investigated.
    • 6.The Audit Committee shall select the Company’s external auditor.
    • 7.The Audit Committee shall handle matters delegated by the board of directors in addition to Paragraphs 1 through 6.
    • 8.The board of directors cannot re-resolve the resolution of the Audit Committee.
    • 9.The Audit Committee may seek expert assistance at the Company’s expense.

    Article 41 (Audit Records of the Audit Committee)

    • 1.The Audit Committee shall prepare audit records regarding an audit.
    • 2.Audit records shall state the method of performing the audit and the result, and the Audit Committee member performing such audit must seal or sign the records.

    Article 42 (Remuneration and Severance Pay of Directors)

    • 1.The limit of remuneration for directors shall be determined by a resolution of the general meeting of shareholders.
    • 2.The payment of severance pay for directors shall be in accordance with the executive retirement benefit regulations that have been approved by the general meeting of shareholders.

    Article 43 (Counsel and Advisor)

    The Company may have a small number of counsel or advisors by a resolution of the board of directors.

    CHAPTER VI ACCOUNTING

    Article 44 (Fiscal Year)

    The fiscal year of the Company shall be from January 1 to December 31 of each year.

    Article 45 (Preparation and Furnishing of Financial Statements and Business Reports)

    • 1.The representative director of the Company shall prepare the following documents and accompanying details and business report six weeks before the date of the ordinary general meeting of shareholders and submit them to the ordinary general meeting of shareholders with approval of the board of directors and audit by the Audit Committee.
      • (1)Balance sheet
      • (2)Income statement
      • (3)Statement of disposition of profits or statement of disposition of loss
      • (4)Other documents stipulated in Article 447 of the Commercial Act and Article 16(1) of the Enforcement Decree of the Commercial Act and their accompanying documents
    • 2.If the Company is a company subject to the preparation of consolidated financial statements prescribed by the Enforcement Decree of the Commercial Act, the consolidated financial statements shall be added to the documents in Paragraph 1.
    • 3.The Audit Committee must submit the audit report to the representative director no later than one week before the date of the ordinary general meeting of shareholders.
    • 4.The representative director shall keep the documents under each Subparagraph of Paragraph 1 and accompanying documents together with the business report and audit report at the head office for five years from one week before the date of the ordinary general meeting of shareholders and a certified copy at branch offices for 3 years.
    • 5.The representative director shall publish the balance sheet and the audit opinion of the external auditor without delay when it obtains approval from the general meeting of shareholders for the documents in each Subparagraph of Paragraph 1.

    Article 45-2 (Appointment of External Auditor)

    The Company must appoint external auditor selected by the Audit Committee pursuant to the provisions of Act on External Audit of Stock Companies and report such fact to the ordinary general meeting of shareholders being convened in the business year during which such appointment was made or notify or publish such fact to shareholders as prescribed by the Enforcement Decree of the Act on External Audit of Stock Companies.

    Article 46 (Disposition of Profits)

    The Company shall dispose of retained earnings before disposal at the end of each business year as follows.

    • 1.Profit reserve
    • 2.Other statutory reserves
    • 3.Dividend
    • 4.Voluntary reserve
    • 5.Other dispositions of retained earnings

    Article 47 (Dividend of Profits)

    • 1.Dividends of profits may be made by money and non-monetary property.
    • 2.Profit dividends shall be paid to the shareholders or pledgees listed in the shareholder register at the end of each settlement period.
    • 3.In the case of dividends of profits, if the Company has issued several types of shares, a different type of shares may be used by resolution of the general meeting of shareholders.
    • 4.The provisions of Article 9-5 shall apply mutatis mutandis to dividends of profits from new shares issued by the company through capital increase with or without consideration and share dividends.

    Article 47-2 (Interim Dividends)

    • 1.The Company may pay interim dividends pursuant to Article 462-3 of the Commercial Act to shareholders on a fixed day by a resolution of the board of directors once during the business year.
    • 2.The interim dividend in Paragraph 1 shall be pursuant to a resolution of the board of directors.
    • 3.If new shares are issued after the start date of the business year and before the basis date determined pursuant to Paragraph 1 (includes capital transfer of reserves, share dividends, conversion requests for convertible bonds, and exercise of warrants for bonds with warrants), the provisions of Article 9-5 shall apply mutatis mutandis to the distribution of profits to the new shares.

    Article 48 (Extinction of the Right to Claim Dividend Payment)

    • 1.If the right to claim payment of dividends is not exercised for five years, the statute of limitations is complete.
    • 2.Dividends resulting from the completion of the prescription in Paragraph 1 shall revert to the Company.

    ADDENDA

    • 1.(Enforcement Date) These Articles of Incorporation shall be effective as of March 26, 2007.
    • 2.(Enforcement Date) These Articles of Incorporation shall be effective as of February 29, 2008.
    • 3.(Enforcement Date) These Articles of Incorporation shall be effective as of October 22, 2008.
    • 4.(Enforcement Date) These Articles of Incorporation shall be effective as of March 31, 2010.
    • 5.(Enforcement Date) These Articles of Incorporation shall be effective as of March 31, 2011.
    • 6.(Enforcement Date) These Articles of Incorporation shall be effective as of February 18, 2013.
    • 7.(Enforcement Date) These Articles of Incorporation shall be effective as of March 29, 2013.
    • 8.(Enforcement Date) These Articles of Incorporation shall be effective as of March 28, 2014.
    • 9.(Enforcement Date) These Articles of Incorporation shall be effective as of March 30, 2015.
    • 10.(Enforcement Date) These Articles of Incorporation shall be effective as of April 27, 2015.
    • 11.(Enforcement Date) These Articles of Incorporation shall be effective as of November 16, 2015.
    • 12.(Enforcement Date) These Articles of Incorporation shall be effective as of March 30, 2016.
    • 13.(Enforcement Date) These Articles of Incorporation shall be effective as of October 4, 2016.
    • 14.(Enforcement Date) These Articles of Incorporation shall be effective as of November 4, 2016.
    • 15.(Enforcement Date) These Articles of Incorporation shall be effective as of March 30, 2017.
    • 16.(Enforcement Date) These Articles of Incorporation shall be effective as of October 20, 2017.
    • 17.(Enforcement Date) These Articles of Incorporation shall be effective as of November 30, 2018.
    • 18.(Enforcement Date) These Articles of Incorporation shall be effective as of March 30, 2020.
    • 19.(Enforcement Date) These Articles of Incorporation shall be effective as of March 31, 2021. Provided, however, Article 3(1) shall be effective as of July 12, 2021, Article 6 shall be effective as of May 4, 2021, and special provisions for listed companies under relevant laws and regulations including Article 40 Paragraphs 4 through 6 and Paragraph 8 and Article 45(3) shall be effective as of the moment that the shares issued by the Company are listed on the Korea Exchange, while amendments to Articles 8, 8-2, 10, 11, 17, and 17-2 shall be effective upon completion of electronic registration pursuant to the Enforcement Decree of the Act on Electronic Registration of Stocks, Bonds, etc. When calculating the limit for issuance of new shares or bonds as stipulated in Articles 9, 13-2, and 14 through 16, new shares or bonds issued before the amendment of these Articles of Incorporation shall not be deducted from the limit, and the limit shall be calculated based on only new shares or bonds issued after the amendment of these Articles of Incorporation.
    • 20.(Enforcement Date) These Articles of Incorporation shall be effective as of March 31, 2022.

    March 31, 2022

    KRAFTON, Inc.

    Yeoksam Center Field 231, Teheran-ro, Gangnam-gu, Seoul

  • Board Regulations

    Chapter Ⅰ General Provisions

    ARTICLE 1. (Name)

    The name of this company shall be “Chusik Hoesa KRAFTON” (the “Company”), which shall be “KRAFTON, INC” in English and simply KRAFTON as abbreviation.

    ARTICLE 2. (Objectives)

    Unless otherwise provided in the laws and regulations or the Articles of Incorporation, any matters relating to the Board of Directors shall be performed as provided in the Regulations.

    ARTICLE 3 (AUTHORITY)

    • The Board of Directors shall resolve all important matters as provided in the laws and regulations or the Articles of Incorporation, as delegated from a General Shareholders Meeting or relating to the basic policy of the management of the Company and the execution of the Company’s businesses.
    • The Board of Directors shall oversee the performance of duties by directors.

    CHAPTER 2 COMPOSITION

    ARTICLE 4 (COMPOSITION)

    The Board of Directors shall compose of all directors (including outside directors and non-executive directors).

    ARTICLE 5 (CHAIRMAN)

    The Chairman of the Board of Directors shall be elected by the resolution of the Board of Directors.

    CHARTER 3 MEETINGS

    ARTICLE 6 (TYPES)

    • Meetings of the Board of Directors shall consist of ordinary board meetings and extraordinary board meetings.
    • An ordinary board meeting shall be convened at least once a quarter.
    • An extraordinary board meeting may be convened at any time whenever deemed necessary.

    ARTICLE 7 (PERSON AUTHORIZED TO CONVENE BOARD MEETINGS)

    • A board meeting shall be convened by the chairman. However, if the chairman is absent or unable to convene the meeting due to other unavoidable circumstances, other directors shall take his/her place in the order as determined by the Board of Directors. Provided however that, if there is a separation between the representative director and the chairman of the board of directors, the representative director shall take the place of the chairman, and if the representative director is absent or unable to convene the meeting due to other unavoidable circumstances, other directors shall take his/her place in the order as determined by the Board of Directors.
    • Each director may request the chairman to convene a board meeting by informing the agenda of and reasons for convening such meeting. If the chairman refuses to convene such meeting without justifiable reason, the director who requested to convene a board meeting may convene a board meeting.

    ARTICLE 8 (PROCEDURES OF A CONVENING A MEETING)

    • In convening a board meeting, the date of the meeting shall be designated and a notice thereof in written form shall be sent to each director a week prior to the date of the meeting.
    • Provided, however, that if all members of Board of Directors unanimously consent to holding a board meeting, a board meeting may be held at any time without the procedures in paragraph.

    ARTICLE 9 (METHOD OF ADOPTING RESOLUTIONS)

    • Resolutions of the Board of Directors shall be adopted when a majority of all directors in office are present and a majority of those present vote to adopt such resolution. Provided, however, that resolutions of matters that fall under Article 397(2) (Prohibition of Appropriation of Company’s Opportunities and Assets) and Article 398 (Transactions between Directors, etc. and the Company) of Commercial Act shall be adopted by the votes of two/thirds of the directors present at the meeting ;unless provided otherwise in any other applicable laws, in which case, the foregoing shall apply.
    • As prescribed in Article 542-9(1) of Commercial Act (Transactions with Interested Persons Including Major Shareholders), the Company shall not grant credit (referring to lease of property with economic value, including money, guarantees for the performance of obligations, purchase of securities intended for supporting funds, or other direct or indirect transactions determined by Article 35(1) of Enforcement Decree of the Commercial Act accompanying credit risks on the transactions) to or for major shareholders and their specially related persons or directors (including persons who fall under any of the subparagraphs of Article 401-2 (1)), except as prescribed in Article 542-9(2). For any matters that fall under Article 542-9(3) of Commercial Act, however, the Company shall obtain approval from the Board of Directors under paragraph (1), and shall report the purpose of the relevant transaction, its counterpart, and other matters determined by Article 35(8) of Enforcement Decree of the Commercial Act during the first ordinary general meeting of shareholders convened after a resolution on the approval has been adopted by the board of directors.
    • The Board of Directors may allow all directors or a part thereof to participate in resolutions of the Board of Directors through the means of communication transmitting and receiving voices simultaneously, in lieu of attending such a meeting in person. In such a case, such director(s) shall be deemed to have attended such a meeting in person.
    • No director having a special interest in any resolution of the Board of Directors shall be allowed to exercise his/her vote upon such resolution.
    • The number of directors not allowed to exercise his/her vote under paragraph④ shall not be counted towards the number of directors present at the meeting.

    Article 10 (Matters to be submitted to the board of directors)

    • Matter to be submitted to the Board of Directors shall include the following unless provided otherwise in any other applicable laws, in which case, the foregoing shall apply.
      • 1.
        Matters relating to general shareholders meetings
        • (1)Convening of a general shareholders meeting
        • (2)Permitting the exercise of voting rights by electronic means
        • (3)Approving business reports
        • (4)Approving financial statements
        • (5)Modifying the Articles of Incorporation
        • (6)Reduction of Capital
        • (7)The Company’s comprehensive stock exchange/transfer, the Company’s dissolution, merger, split/spin-off merger, continuation of the company, etc.
        • (8)A transfer of the whole or a substantial part of the business of the Company, and the acquisition of the whole or any part of business of another company which significantly affects the business of the Company
        • (9)The conclusion, alteration or rescission of a contract for lease of the whole business, entrusting the operations thereof, or for sharing with another person the entire profits and losses from the business or of a similar contract
        • (10)Appointment or dismissal of directors
        • (11)Issuance of shares at a price below the par value
        • (12)Release of a director’s liability to the Company
        • (13)Determination of dividends in cash, stock and in kind
        • (14)Granting of stock options
        • (15)Remuneration of directors (to the extent delegated by general shareholders meeting)
        • (16)Approving any transactions with the Company’s largest shareholders (including their specially related persons) and specially related persons and reporting thereof to general shareholders meeting.
        • (17)Reduction of statutory reserves
        • (18)Any other agendas to be submitted to general shareholders meeting
      • 2.
        Matters relating to the management of the Company
        • (1)Determination and modification of the basic policy of the company’s management
        • (2)Development of new businesses or new games
        • (3)Financial planning and budget operation
        • (4)Appointment and dismissal of the representative director
        • (5)Appointment and dismissal of executive officers such as chairman, the president or vice president, etc.
        • (6)Determination of the joint representatives
        • (7)Establishment, management and abolition of a committee within the Board of Directors
        • (8)Appointment and dismissal of members of a committee within the Board of Directors except for the member of the audit committee
        • (9)Making a resolution again for any matters resolved by a committee within the Board of Directors, except for resolutions made by the audit committee
        • (10)Directors’ determination on obtaining professional assistance
        • (11)Appointment and dismissal of the manager
        • (12)Appointment and dismissal of the compliance officer, enactment, amendment and abolition of the compliance guidelines, etc.
        • (13)Plans for recruiting employees and the basic policy for training
        • (14)Pay system, bonus and welfare
        • (15)Establishing and opening/closing of basic organizations
        • (16)Enactment and abolition of important rules and regulations of the Company
        • (17)Establishment of subsidiaries, establishment, transfer or closing of branches, offices and places of business
        • (18)Determination on a simplified share swap, simplified merger, simplified spin-off merger, small-scale share swap, small-scale merger and a small-scale spin-off merger, etc.
        • (19)Reporting on absorption or consolidation
      • 3.
        Matters relating to finance
        • (1)Determination on investing or contributing 2.5% of the proprietary capital at the end of the recent fiscal year, any other matters relating to investment
        • (2)Concluding an important contract whose contract price is worth more than 2.5% of sales at the end of the recent fiscal year
        • (3)Acquisition or disposal of an asset worth more than 2.5% of the total assets or an asset for non-business purpose at the end of the recent fiscal year
        • (4)Issuance of new shares
        • (5)Issuance of bonds or delegation of the authority for the issuance of bonds to the representative director.
        • (6)Capitalization of reserves
        • (7)Issuance of convertible bonds
        • (8)Issuance of bonds with warrants
        • (9)Borrowing a loan worth more than 5% of the proprietary capital at the end of the recent fiscal year, or providing a guarantee worth more than 2.5% of the proprietary capital at the end of the recent fiscal year.
        • (10)Establishment of mortgage or pledge on assets worth more than 2.5% of the proprietary capital at the end of the recent fiscal year (either the carrying amount or the actual value, whichever is higher)
        • (11)Acquisition and disposal of treasury shares
        • (12)Cancellation of treasury shares
      • 4.
        Matters relating to directors, etc.
        • (1)Approval on transactions between the directors, etc. and the Company under Article 398 of Commercial Act
        • (2)Approval on the use of the Company’s opportunities by a director under Article 397(2) of Commercial Act
        • (3)Concurrently holding the office of other companies
        • (4)Approval on transactions with interested persons including major shareholders, etc. under Article 542-9(3) of Commercial Act
      • 5.
        Others
        • (1)Initiating important legal proceedings that require the resolution of the Board of Directors under the laws and regulations
        • (2)Cancellation of the granting of stock options
        • (3)Matters specified in any other laws and regulations or the Articles of Incorporation, matters delegated by general shareholders meeting and matters deemed necessary by the representative director.
    • Matters to be reported to the Board of Directors are as follows.
      • 1. Results of matters delegated to and handled by a committee within the Board of Directors
      • 2. Matters that the audit committee deems that a director acts or is likely to act in contravention of statutes or the articles of incorporation
      • 3. Operating conditions of the Internal Accounting Control System
      • 4. Any other matters significant to the performance of businesses

    Article 11 (Committees within the Board of Directors)

    • The Board of Directors may establish various committees within the Board by the resolution of the Board of Directors to accomplish a prompt and effective decision making process as prescribed in the Articles of Incorporation.
    • The Board of Directors may delegate its power to the committees except for each of the following paragraphs.
      • 1. Proposal of matters subject to approval at a general meeting of shareholders;
      • 2. Appointment and dismissal of the representative director
      • 3. Establishment of committees and appointment or dismissal of their members
      • 4. Other matters as prescribed in the Articles of Incorporation
    • The committee shall be composed of two or more directors
    • The committee shall elect a member to represent the committee by the resolution of the committee
    • Any matters concerning the operation of the committee in detail shall be separately determined by the Board of Directors

    ARTICLE 12 (ATTENDANCE BY RELATED PERSONS)

    The chairman may allow the attendance of related officers and employees of outsiders and listen to their opinions if deemed necessary.

    ARTICLE 13 (RIGHT TO SUPERVISE THE PERFORMANCE OF DUTIES BY DIRECTORS)

    • 1. If it is deemed that each director performs or is likely to perform his duties in violation of any laws or regulations or the Articles of Incorporation, or in the manner substantially unfair, the Board of Directors may request the director to submit the relevant materials, to conduct investigations or to provide explanations.
    • 2. In the case of paragraph1, the Board of Directors may request a suspension or an alteration of the performance of such duties.

    ARTICLE 14 (MINUTES)

    • 1. Minutes shall be prepared with regard to the proceedings of a board meeting.
    • 2. Minutes shall describe the agenda, the course of the proceedings, the resolutions taken, the name of each director who opposed it and reasons for such opposition. The directors who are present at the meeting shall either print their name and seal or sign the minutes.
    • 3. Shareholders may, during business hours, request to either inspect the minutes of the Board of Directors’ meeting, or to copy them.
    • 4. A company may reject a request made under paragraph 3 with an explanation of grounds therefor. In such cases, shareholders may inspect or copy the minutes of the Board of Directors’ meeting after obtaining permission from the court.

    ARTICLE 15 (ASSISTANT ADMINISTRATOR)

    • 1. The Board of Directors may appoint an assistant administrator by its resolution.
    • 1. The assistant administrator appointed under paragraph 1 shall support clerical work of the Board of Directors as instructed by the chairman.

    SUPPLEMENTARY PROVISIONS

    The Regulations shall become effective as of 31 March 2021 except for Article 9② and Article 10①(4) which will take effect from the date the company becomes a listed company.

  • Regulations of Outside Director Recommendation Committee

    CHAPTER I GENERAL PROVISIONS

    Article 1 (Purpose)

    The purpose of these regulations (the “Regulations”) is to provide for the matters necessary for efficient operation of the Outside Director Recommendation Committee (the “Committee”) established in accordance with Paragraph 1 (3) of Article 36-2 of the Articles of Incorporation of KRAFTON, Inc. (the “Company”).

    Article 2 (Scope)

    Matters concerning the Committee shall be governed by the Regulations, unless otherwise provided in the laws or the Articles of Incorporation of the Company or (the “AOI”), or the regulations of the Board of Directors.

    Article 3 (Authorities)

    • The Committee shall hold the right to recommend candidates for outside directors at the General Shareholders’ Meetings.
    • The Committee shall include the candidates recommended by shareholders who meet the requirements to exercise their rights set forth in Paragraph 1 of Article 363-2 and Paragraph 1 and 2 of Article 542-6 of the Korean Commercial Code (the “KCC”) in determining who will be recommended as candidates for outside directors.

    CHAPTER II COMPOSITION

    Article 4 (Composition)

    • The members of the Committee (the “Members”) shall be appointed and dismissed by the Board of Directors.
    • The Committee shall be composed of at least three directors and a majority of the Members shall be outside directors.

    Article 5 (Chairperson)

    • The Chairperson shall be elected by the resolution of the Committee as provided in Article 8.
    • The Chairperson shall represent the Committee and serve as the chair during the Committee meeting.
    • In the absence of the Chairperson, one Committee member in accordance with the order determined by the Committee shall substitute the Chairperson.

    CHAPTER III MEETING

    Article 6 (Persons Authorized to Convene a Meeting)

    • The meeting of the Committee shall be convened by the Chairperson of the Committee. However, in the absence or incapacity of the Chairperson, other members shall act as the Chairperson in accordance with the order determined as Paragraph (3) of Article 5.
    • Each member may request the Chairperson to convene the meeting, by providing the agenda of and reasons for convening such meeting of the Committee. If the Chairperson fails to convene a meeting of the Committee without any justifiable reason, the member who requested the convocation of the meeting may convene the meeting of the Committee.

    Article 7 (Procedure for Convening Meeting)

    • In convening meeting of the Committee, a notice thereof shall be given one (1) week prior to the date set for such a meeting to each member.
    • The Committee may convene a meeting at any time without the procedure set forth in Paragraph (1) above by a unanimous consent of all members.

    Article 8 (Method of Resolution)

    A resolution of the Committee shall be adopted with the attendance of a majority of all members and by the affirmative votes of the majority of members present at the meeting. A meeting of the Committee may be convened by means of a remote communication device simultaneously transmitting and receiving live audio communications, whereby all the members participate in the meeting, even without the actual presence of all or part of the members at the meeting. In such a case, members participating in the meeting in the aforesaid manner shall be deemed to be present in person.

    Article 9 (Matters to be Presented to the Meetings of the Committee)

    Matters to be presented to the meetings of the Committee shall be the following matters.

    • 1.Recommendation of candidates as outside directors
    • 2.Matters necessary for recommendation of candidates as outside directors

    Article 10 (Listening to Opinions of Related Parties)

    • When it is deemed necessary, the Committee may call on officers, employees or outside personnel involved with the subject matters to attend the Committee meeting and listen to their opinions.
    • When it is deemed necessary, the Committee may ask for advice from experts, etc. at the expense of the Company by resolution of the Committee.

    Article 11 (Obligation for Notice)

    The Committee shall notify each director of the resolutions at its earliest conveniance.

    Article 12 (Minutes of the Committee)

    • The proceedings of meetings of Committee shall be recorded in minutes.
    • The minutes shall record the agenda of the Committee meeting, the proceedings and the results thereof, the identification of opposing members and the reasons for opposition and shall bear the names and seals or signature of the members present thereon.

    CHAPTER 4 SUPPLEMENTARY PROVISIONS

    Article 13 (Secretary)

    • The Committee may appoint a secretary.
    • The secretary shall assist the Committee in performing its duties in accordance with the instructions of the Chairperson.

    Article 14 (Amendment and Repeal of the Regulations)

    Amendment and repeal of the Regulations shall be made by the resolution of the Board of Directors.

    ADDENDUM (2021. 2. 22.)

    The Regulations shall be effective as of March 31st, 2021.

  • Code of Conduct

    INTRODUCTION

    KRAFTON’s vision is to “further expand our original intellectual property (‘IP’) and build immersive, virtual worlds, where our fans play together and share fun moments.”1 In pursuing this vision, we are often forced to make difficult decisions where the solution is not always easy to identify. In order to establish minimum standards for such occasions, we hereby establish KRAFTON’s Code of Conduct, which constitutes “a promise between the Company and its employees in the fulfillment of our internal and external duties.”

    Since overly complicated rules can hinder the creativity of our employees, we believe instead of providing strict standards and rules the best approach is for employees to exercise “sound judgment” in their individual capacity based on this Code of Conduct. Therefore, most of the details in the Code of Conduct are based on the idea that employees will act with “autonomy and responsibility” according to their conscience. The Compliance Department and other relevant divisions will help guide employees on the exercise of “sound judgment” by including reference to relevant laws and examples in the Code of Conduct.

    Chapter 1 PROMISE TO FANS

    [Provide fans with good games and services]

    KRAFTON has grown through taking on new challenges. One of those challenges was “fans come first.” We will make our utmost efforts to connect with our fans by providing exceptional games and services, as well as through active communication. Since we exist because of our fans, we will make, distribute and service games while always thinking about what our fans want. Also, we will responsibly manage and strive to protect our fans’ personal information obtained through these processes.

    1-A. A game made with craftsmanship

    We must have craftsmanship. Based on our craftsmanship, we must create the “fun” of games by capturing the unique characteristic of each studio in the game. Of course, this is not an easy process. However, being committed to offer enjoyment to fans who play our games, we will strive to explore new paths and protect our craftsmanship without yielding to the temptation to take the easy road.

    1-B. A healthy game

    We think about the well-being of our fans who play our games. As we keep making more fun and immersive games, we need to also think about making healthy games. It should be considered if our games promote gambling, obscenity, discrimination or hatred, as well as the impact that they can have on the society. Since it is not easy to differentiate such elements from art, the creative output that we are making could lie on the boundaries. Therefore, if there are concerns that an element of our games could be mistaken as promoting gambling, obscenity, discrimination or hatred, we need to get our colleagues’ opinions and also pay attention to see if they go against any applicable laws or social norms.

    1-C. Continuous and stable service

    We aim to provide continuous and stable games to our fans. To that end, we think about a profit structure based on an appropriate business model, while also launching updates to improve our products. If we terminate a game or service due to unavoidable circumstances, we should inform our fans in a responsible way, making sure appropriate measures are taken to prevent any avoidable inconvenience. Above all, since we believe that a fun game loved by fans for a long time is the basis for continuous and stable service, we will do our best to make fun and good games that are long-lasting.

    1-D. Open communication with fans

    Our games are for our fans and made together with our fans. Therefore, we should think about what our fans want, while also listening closely to their voices and paying close attention to their concerns. We strive to communicate with our fans by taking note of the fact that their diverse opinions and suggestions help to lay the foundation for making good games. Moreover, to meet with our fans through “various ways,” we will further expand and recreate our creative work. We will always pursue “fan-oriented” communication with an open mind.

    1-E. Protecting personal information

    We respect the privacy of our customers and take seriously the protection of their personal information. Using legitimate bases such as our customer’s consent or otherwise in accordance with the law, we will aspire to collect and process the minimum amount of personal information required for the intended purposes and appropriately handle our customer’s data using measures intended to ensure the integrity of the information as may be reasonable under the circumstances. To that end, we will comply with and fulfill the responsibilities and duties specified under applicable international laws and regulations regarding personal information protection, thereby gaining our fans’ trust on the efforts we make for data protection.

    Chapter 2 PROMISE TO THE COMPANY

    [Be “professional” at work]

    KRAFTON has continuously changed and will keep changing. Accordingly, our employees will face new challenges and opportunities as they perform their duties, with occasional difficulties. While facing such changes, challenges, opportunities and hardships, we must make decisions and take actions based on “professionalism” at all times. Having a “professional mindset” means many things, but the focus of this Code of Conduct is to highlight the core value and expectation that our employees exercise “sound judgment and action.”

    2-A. A sense of duty about the work

    We have gathered here to provide the world with good games. Instead of being satisfied with just entertaining people, we strive to assist in bringing fun to people around the world and making their lives more enjoyable. In fact, our games expand into the world to have numerous impacts. What we do is not only for us, our colleagues and the Company, but “for the world.” Therefore, we must have a sense of duty about what we do. Instead of just performing the tasks assigned to us, we must do our best while thinking about the impact of what we do on the world.

    2-B. Prohibiting taking two jobs and concurrent positions

    Focusing on the assigned duties is a fundamental tenet of having a “professional mindset.” We should avoid circumstances where we cannot focus on our work due to conflicts of interests. To this end, the employment rules prohibit taking two jobs and concurrent positions “without prior approval” so that employees can solely focus on their work. Even if it is a side job that takes place “outside of working hours,” the side job may be considered by the Company as if the employee is taking on two jobs as specified in the employment rules if it can interfere with the employee’s full-time job. Simple hobbies, games and learning will not be considered as conflicts, so long as they do not prevent employees from concentrating on what they do. If such activities carry such a risk, it is recommended to take this into consideration.

    Of course, there may be cases where it is necessary to take a side job or concurrent positions. In such cases, employees should disclose that they are taking two jobs to the Company and request approval thereof. The Company will inform the employees in writing whether it is approved or not after carefully evaluating the circumstances.

    2-C. Dealing with conflicts of interest

    A conflict of interest refers to cases where the interests of an individual employee in charge of certain tasks collides with the Company’s interests generated from those tasks. If there is a conflict of interest, it may decrease employee and partner motivation to work, as well as damage the objectivity and fairness of the Company as a whole. Therefore, KRAFTON’s employees should strive to avoid such conflicts of interest. A conflict of interest is a hindrance to implementing tasks fairly and achieving the best results, and it also hampers the “professional mindset” about our work.

    When faced with a potential conflict of interest, we must take appropriate actions by asking the following questions:

    • Will this situation bring inappropriate gains or benefits to my family, friends and acquaintances, including myself?
    • Will this situation have a negative impact on my ability to complete my primary role at the Company and fairly implement my tasks?
    • If this situation gets outside exposure, will it have a negative impact on KRAFTON?

    2-D. Prohibiting illegal solicitation/bribery

    While implementing tasks, it may become necessary and important to express gratitude to colleagues, partners and other related people. However, there can be a fine line between words of gratitude and an illegal solicitation, and sometimes it can be difficult to identify the line. An unjust motive or purpose, inappropriate means or gifts, hospitality or favors that exceed an appropriate scale—these are things that may rise to the level of a criminal act in some instances. Therefore, we must be very careful when giving gifts to express our gratitude. In particular, any gifts that are offered to a public official, mediator, school personnel or journalist who are conducting tasks relating to our job functions are likely to violate applicable “anti-bribery and corruption laws” of each country.

    Likewise, we must be careful when accepting gifts. Even if a gift is given lightly as a means of socializing may give rise to questions about the fairness of our work if the person who provided the gift has an interest in the work performed by our employees in any way.

    Examples of cases that can create an illegal solicitation problem are listed below:

    • Providing, requesting or receiving excessive money or high-value gifts for congratulations, condolences or holiday presents.
    • Giving and receiving hospitality, including expensive meals, get-togethers, sporting events, etc.
    • Asking to lend money, and receiving or providing loans.

    2-E. Protecting the Company’s assets

    The Company’s assets must be protected and used properly within the scope of work. The Company’s major assets include tangible assets like buildings, equipment and appliances, as well as intangible assets such as trade secrets and IP. Therefore, it is prohibited to publicly disclose without permission or make personal use of the company’s IP for private gain, including stories, images, videos, sound sources, source codes, etc., without authorization. Also, we will protect our work product against infringement. If there is a risk of infringement of the Company’s assets, or if there is an attempt or actual infringement, it will be closely monitored. If such an infringement is suspected or recognized, it is everyone’s duty to inform the Company thereof and actively respond to it.

    Chapter 3 PROMISE TO INVESTORS

    [Strive to enhance shareholder interests]

    KRAFTON strives to enhance our shareholders’ interests. We will comply with applicable laws and internal policies, perform tasks suitably, and refrain from inflicting harm on the Company through illegal conduct. Furthermore, we will not use undisclosed information to engage in any transaction of Company stocks. We will endeavor to create and maintain accurate records and to disclose all accounting information and important facts through the appropriate reporting channels in a fair and transparent manner.

    3-A. Ethical management and compliance

    As a company that develops and distributes games beloved across the world, our management will be based on “integrity and ethics” using global standards. Furthermore, we promise our shareholders and investors that we will engage in “lawful work” by complying with applicable laws and internal policies, and “maintaining dignity” while performing our tasks. Based on ethical management and lawfully performing our work, we strive to achieve unrivaled results that are in line with our philosophy and values.

    3-B. Embezzlement and breach of trust

    The unauthorized taking of company assets (embezzlement) or breaking the relationship of trust with the Company (breach of trust) in the course of performing our work is prohibited. Such actions are not only unlawful but break the trust of our shareholders. Complying with the work processes and standards that have been installed, and accurately recording the expenses spent, are mechanisms to prevent legitimate actions from being misinterpreted as acts of embezzlement or breach of trust. Therefore, we must be aware of such procedures and comply accordingly. The Company will also examine and manage tasks assigned to employees in an attempt to ensure that there is no unnecessary misunderstanding regarding an employee’s legitimate actions.

    3-C. Insider trading

    In the course of performing our work, employees will gain access to a broad range of information related to the Company, affiliates, clients and partner firms. Some of the information is made known to the general public through public disclosures and press releases, but there is also important information that is accessible only to Company employees. Using such information to directly engage in share trading, or providing this information to another person for use in trading (i.e., using “undisclosed important information”), will be punished according to the law. It is easy to think that only information accessible to management is applicable, but it must be noted that any information shared with members through internal meetings and presentations before being disclosed to the public can also fall under “undisclosed important information.”

    Examples of undisclosed “important information” are as follows:

    • A new title in development, or a change in the direction of game development.
    • Information about future revenue or profit.
    • Information about a proposal or progress on an acquisition and merger.
    • Disposal, transfer or purchase of a sizeable asset.
    • Information about management reshuffling or internal team restructuring.

    3-D. Honest, accurate records and lawful management

    KRAFTON has grown through the cultivation of honest and accurate records. Our records are not falsified to disguise failures or exaggerate successes. On the contrary, using honest and accurate records we conduct objective reviews, analyze the cause of failure or success, and attempt to deliver better results.

    However, the recording or disclosing of information can at times infringe on another person’s privacy or personal information or create problems related to the company’s trade secrets or IP. Furthermore, sales and other such information need to be considered in relation to the Company’s fair disclosure obligations. Therefore, in addition to honest and accurate records, we must also work to lawfully manage records with due consideration to applicable legal and regulatory requirements.

    3-E. Transparent accounting and management

    Our performance is disclosed to shareholders and investors through accounting records. The accounting records are prepared and managed according to the applicable law, generally accepted accounting principles, and internal regulations. We do not manipulate accounting records to exaggerate achievements or hide mistakes, and we do not follow any such instructions or orders. Anyone who receives or witnesses such instructions or suspects the manipulation of accounting records must immediately inform the Company thereof. We pursue management in accordance with the applicable law and regulations, thereby aiming for transparent governance.

    Chapter 4 PROMISE TO COLLEAGUES

    [Create a healthy work environment based on diversity]

    KRAFTON is a global company. Our colleagues have diverse backgrounds and work in diverse regions. Such diversity is the driving force behind enriching our content, thereby keeping us going the right way—"the KRAFTON way.” In order for our members from diverse backgrounds to work together, we need to understand our differences and have mutual respect for one another. In a healthy work environment that promotes diversity, we work as one team to pursue our dream.

    4-A. Respect for diversity and anti-discrimination

    We should have mutual respect for each other’s cultural, religious and political diversity. Discrimination based on race, sex, age, religion, disability or political affiliation must not be tolerated. Religious or political activities are respected but we should not conduct them while at the Company. For example, we should not perform such activities during work hours, or use the office space or the Company’s budget to advance these activities “without prior approval.”

    4-B. Workplace bullying and sexual harassment

    We will adopt a zero-tolerance policy on workplace bullying, sexual harassment, and any other acts that do harm to a healthy and safe work environment. Workplace bullying and sexual harassment infringe upon the health, safety and personality of our members and such acts are born out of disrespect for colleagues. While conducting our tasks, therefore, we should be mindful of whether our words or actions have the ability to hurt our colleagues or cause a misunderstanding. If you or a colleague are experiencing the negative impact of such conduct, please do not hesitate to let us know.

    4-C. Respect for the privacy of our employees

    We respect our individual members’ right to privacy. We should avoid revealing personal information about our colleagues that we acquire while conducting our tasks, or that we happen to know, without their permission. In a work environment where individual privacy is respected, we all can step up our efforts to create and sustain a safer and more pleasant place to work.

    4-D. Feedback based on careful consideration

    We are all from diverse backgrounds and gather here at KRAFTON. Thus, as we might think different from others, we should be considerate and carefully listen to our colleagues’ ideas and exchange opinions with one another. We should not criticize the opinions or suggestions of others without mutual respect. However, this does not mean that we should refrain from giving necessary feedback to be considerate. Constructive feedback and critique can help us attain better outcomes. With careful consideration, we should thoroughly engage with one another and develop ideas. Even if the outcome is different from one’s suggestion or idea, we should make every effort to achieve the common goals we set out to accomplish together.

    4-E. Protection of our members

    The Company should strive to ensure that its members can focus on their work in a safe environment. The Company should invest in its members so that each member can love their jobs. In addition, the Company should always think about how to create a satisfying work environment and endeavor to make that happen. The Company should comply with and fulfill its responsibilities and duties established by applicable occupational safety and health laws in each country, and create a safe and healthy work environment by introducing various employee benefit programs to protect its members. For their part, KRAFTON members should be mindful of ways they can create a more pleasant work environment, including by being content with their work and minimizing health and safety hazards.

    Chapter 5 PROMISE TO PARTNERS

    [Cooperate with partners based on fair trade practices]

    KRAFTON has teamed up with various partners to pursue our dream. A partner may be a supplier, a publisher or a company that operates in a completely different field. However, KRAFTON and partners work towards “one dream”—that we provide our customers with truly fun experience. To this end, we comport with the principles of fair trade and competition, while doing our utmost to cooperate with our partners.

    5-A. Compliance with fair trade and competition laws, etc.

    Each country has implemented various laws in order to protect fair trade and competition. We will comply with such laws when cooperating with our partners. We will not cause confusion over trade practices by abusing our superior position or engaging in unjustifiable collusion and will also not treat our partners by engaging in fair trade or anti-competition practices. We will abide by applicable laws when cooperating with partners as one team.

    5-B. Pursuit of cooperation

    We will cooperate with partners operating in various fields across the globe. Since such cooperation is not easy, a great deal of effort is required. We will work with partners as one team and gain their trust to pursue cooperation. To that end, we will first fulfill our duty of good faith. In particular, as much as we emphasize the importance on our IP and trade secrets, we will also consider partners’ IP and trade secrets as important. We will use our partners’ information assets and works within the bounds of our contracts and handle, destroy or return them after use in accordance with such contract or applicable laws.

    Chapter 6 PROMISE TO THE COMMUNITY

    [Become a company that joins hands with the community]

    As part of the community, KRAFTON endeavors to fulfill its social responsibilities. Beyond pursuing profitable results for our efforts, we strive to cooperate with society as a whole, contributing to its sustainable development and improving each community member’s quality of life.

    6-A. Corporate responsibility

    We try to provide customers with games and services that can be enjoyed for a long time. Furthermore, we will usher in a new future with innovative and creative ideas rather than being satisfied with the status quo. We will share the fruits that we have reaped with our shareholders, members and society. By carrying out our corporate responsibilities to the fullest, we will contribute to the betterment of our society.

    6-B. Social responsibility

    Since our games, services and various activities are part of society, we believe that by connecting with and positively impacting many people we are capable of taking a key role in building a better society. Therefore, while working towards our vision, we will take upon ourselves the great responsibility of addressing various social issues such as human rights, education, inequality and the environment. We promise that we will think over our social values and sustainable future, pursue diversity and inclusive thinking, and faithfully fulfill our social responsibilities.

    • 1This Code of Conduct was translated into English from Korean to enhance the Code’s accessibility to all KRAFTON employees. Quotation marks denote important terms or phrases that have been translated so as to more accurately reflect the original Korean translation.