Chapter I. Introduction

The purpose of this Code of Ethics (this “Code”) is to provide guidelines for the directors, officers and employees of GRAVITY Co., Ltd. (the “Company”) in conducting business activities of the Company, such that the Company shall be able to carry out its business in an ethical and fair manner in accordance with applicable laws and governmental rules and regulations. This Code applies to all directors, officers and employees of the Company (collectively, the “Personnel”), and all Personnel must comply with this Code and seek to avoid even the appearance of improper behavior. This Code covers a wide range of business practices and procedures, but does not and cannot address every potential issue or concern that may arise in the course of the day-to-day operation of the Company. Instead, this Code sets out the basic principles to guide those to whom this Code applies. This Code will be made accessible to and, where and as appropriate, adhered to by the Company’s agents and representatives, including consultants. In particular, this Code is designed to deter wrongdoing and to:

• Promote honest and ethical conduct (including fair dealing and ethical handling of conflicts of interest);
• Promote full, fair, accurate, timely and understandable disclosure;
• Promote compliance with applicable laws and governmental rules and regulations; and
• Ensure the protection of the Company’s legitimate business interests, including its business opportunities, assets and confidential information.

The Personnel should understand the importance of conducting business of the Company with honesty, integrity and fairness and act in accordance with the spirit of this Code. The Personnel should clearly recognize that their actions are the foundation of the Company’s reputation and adhering to this Code and applicable law is of the utmost importance. Therefore, the Personnel are expected to read the policies set forth in this Code and ensure that they understand and comply with them. Any violations of laws, rules, regulations or this Code should be reported immediately. The Company shall not allow retaliation against any Personnel for such report made in good faith.

Chapter II. Responsibilities and Obligations under this Code

1. Applicable Laws, Regulations and Policies

The Personnel shall comply with all applicable laws, rules and regulations where the Company conducts its business. The Personnel should try to become familiar with the major laws and regulations relevant to the business of the Company, and ask questions to the Company’s Chief Compliance Officer (the “CCO”) whenever there is any uncertainty or doubt as to whether a contemplated action is in compliance with applicable laws, rules and regulations.

2. Relationship with the Company’s Customers

The Company seeks to be a leading developer and publisher of online games, and to provide satisfactory service to users of its online games and other related products (the “customers”). To this end, the Personnel shall abide by the following principles:

• The Company shall act in good faith in its dealings with its customers.
• The Company shall respect the views of its customers, including suggestions and requests made by the customers concerning services offered by the Company. Moreover, the Company shall seek to address all customer complaints promptly and fairly.
• The Company shall provide its customers with all facts which the customers should be aware of concerning the services offered by the Company, including any change to the terms and conditions of use.

The Personnel shall maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is duly authorized or legally mandated. Confidential information includes all non-public information that may be of use to the Company’s competitors, or harmful to the Company or its customers, if disclosed.

3. Relationship with the Company’s Shareholders

The Company shall endeavor to maximize shareholder value. The Personnel shall implement the following principles.

• The Company shall seek to maximize shareholder value by achieving profitability through sound management.
• The Company shall respect the rights of its shareholders, including the right to obtain adequate access to information concerning management and corporate decision-making.

4. Employment Practices

The Personnel shall seek to create a workplace environment that is harmonious, respectful of the rights of all Personnel, and conducive to attaining excellence in the quality of service provided to the Company’s customers. The Personnel of the Company shall respect each other as a member of the same community, and shall endeavor to create and maintain a harmonious corporate culture. To achieve the foregoing objective, the following principles shall be implemented at all times.

• The Company shall not engage in any discriminatory employment practice, whether on the basis of place of birth, gender, marital status, physical disability or any other characteristic whether or not protected by law.
• Sexual harassment is strictly prohibited on the part of the Personnel as well as any party providing services to the Company, including temporary worker, independent contractor or other professional service provider of the Company.
• Personnel decisions, including promotion, shall be made fairly based on merit; that is, capability, effort and degree of contribution made by the Personnel concerned to the success of the Company’s business.

If any Personnel reports any instance of discriminatory practice or an act of harassment, which shall be made to the CCO, the Company shall take immediate action to address any such wrongdoing.

5. Relationship with the Company’s Competitors and Business Partners

The Company prides itself on being a responsible corporate citizen. The Company shall continue to abide by the following principles:

• The Company shall respect its competitors and compete fairly and honestly with them. The Company shall not seek competitive advantage obtained through unethical or illegal means.
• The Company shall not take unfair advantage of any person through concealment, manipulation or abuse of privileged information, misrepresentation of material facts or any unfair business practice.

6. Conflicts of Interest

A “conflict of interest” occurs when the private interest of a Personnel interferes in any way — or even appears to interfere — with the interests of the Company. A conflict situation can arise when a Personnel takes actions or has interests that may make it difficult to perform his or her duty to the Company in an objective and effective manner. Conflict of interest adversely affects the Company and shall be avoided to the fullest extent possible. In this regard, the Personnel shall comply with the following guidelines:

• The Personnel shall not take for themselves personally opportunities that are discovered through the use of corporate property, information or position.
• The Personnel shall not use corporate property, information or position for personal gain, or compete with the Company for personal gain.
• The Personnel shall not make any personal investments in any competitor, customer or supplier of the Company without the prior approval of the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board of Directors”) if there is a possibility of conflict of interest.
• Any giving or receiving of gifts and entertainment shall be made with a view to full compliance with both the spirit and the provisions of this Code. Any giving or receipt of a gift or entertainment that is intended to or is likely to affect business decision on the part of the Personnel or the counterpart of such Personnel should be checked in advance with the CCO. Any gifts of cash or cash equivalents (including gift certificates, etc.) in any amount are prohibited and must be returned promptly to the donor. Please note that the Company’s customers and business partners also generally maintain policies concerning receiving gifts and entertainment, and please be careful not to cause any violation of such policies on the part of customers or business partners.
• The Personnel shall not enter into any business relationship on behalf of the Company with a close relative or friends, for example, as a supplier or advisor, without first consulting the CCO.

If a conflict of interest situation cannot be avoided, or if there is any question as to whether there is such conflict of interest involving your activities or relationships, please consult with the CCO.
Moreover, the Personnel shall become familiar with and adhere to the following guidelines concerning insider trading:

• The Personnel shall not profit from non-public information relating to the Company or any other company. The Personnel shall not purchase or sell any of the Company’s securities while in possession of material non-public information relating to the Company. Also, no Personnel may purchase or sell securities of any other company while in possession of any material non-public information relating to such company.
• It is also prohibited for any Personnel to pass any material non-public information on to someone who may purchase or sell securities.
• Any Personnel who has any question concerning the potential purchase or sale of securities of the Company or any other company he or she becomes familiar with as a result of his or her employment with the Company should consult with the CCO before making any such purchase or sale.

7. Protection and Proper Use of Company Assets

Any use of the Company’s assets that is not for a legitimate business purpose directly affects the Company’s profitability. Accordingly, the Personnel shall protect, and ensure the efficient use of, the Company’s assets.
Furthermore, the Personnel of the Company have an obligation to ensure that the resources of the Company are used for appropriate purposes. For example, the Company shall not provide its organization, funds, personnel and/or facilities, etc., for a political cause and shall not support or oppose any political party or candidate.

8. Internal Controls and Public Disclosure

One of the key goals of the Company is to establish and maintain an effective system of internal control and disclosure, and provide accurate and timely disclosure in documents the Company files with or submits to the SEC and other relevant supervisory bodies.
The Personnel shall, to the extent applicable, record and report all transactions accurately and in a timely manner. The Personnel shall not engage in, authorize or acquiesce in any activity in furtherance of accounting fraud or irregularity, including but not limited to, falsifying records. If any such wrongful activity is suspected, a report shall be made immediately to the Audit Committee and the CCO, and prompt action shall be taken to address any such wrongful activity.
The Personnel shall fully cooperate with the Accounting, Finance and Investor Relations Teams so that the Company may fulfill financial reporting and periodic disclosure requirements of the Company in a timely manner.
All Personnel involved in the Company’s disclosure process, including the Chief Executive Officer and the Chief Financial Officer, shall become familiar with and comply with the Company’s disclosure controls and procedures and internal control over financial reporting, to the extent relevant to his or her area of responsibility, so that the Company’s reports and documents filed with or submitted to the SEC (or any other relevant governmental authority) comply in all material respects with the applicable laws and governmental rules and regulations.
Each Personnel involved in the Company’s disclosure process shall comply with the following guidelines:

• The Personnel shall familiarize himself or herself with the disclosure requirements applicable to the Company, as well as the business and financial operations of the Company.
• The Personnel shall not knowingly misrepresent, or cause others to misrepresent, facts concerning the Company to others, including to its outside auditors and governmental regulators.
• The Personnel shall review and analyze any proposed disclosure to ensure accuracy and completeness (or, where appropriate, delegate this task to others).

Chapter 3. Compliance with the Code

9. Promoting Compliance

The Head of each Department shall ensure that the employees in his/her Department is provided with adequate opportunity to fully understand this Code, and also take appropriate preventive measures to ensure that any employee in his/her Department will not violate this Code.

10. Enforcement

All Personnel shall comply with the provisions of this Code.
In the event any Personnel is encouraged or required to act or omit to act in a manner which would likely result in a violation of this Code, or any Personnel becomes aware of any existing or potential violation of this Code, such Personnel shall notify the CCO immediately. Any failure on the part of Personnel to provide such notice of existing or potential violation of this Code shall constitute a violation of this Code.
No Personnel may retaliate against any other Personnel for making a report of potential violations that is made in good faith.
The Company shall immediately take appropriate measures to address any violation of this Code upon consultation with the Audit Committee. The Audit Committee is responsible for supervising compliance with this Code. The Company shall follow the following procedures to enforce this Code:

• The CCO shall promptly submit a report of any existing or potential violation to the Audit Committee.
• The Audit Committee shall take all appropriate measures to investigate any reported violation. All reported violations shall be treated confidentially to the extent reasonably possible.
• Upon finding of a violation, the Audit Committee shall provide a report to the Board of Directors, in the case of directors and executive officers, or the CCO, in the case of employees.
• Upon receipt of a notice of violation of this Code, and subject to applicable laws and regulations and the Company’s Articles of Incorporation, the Board of Directors (or the CCO) shall take such disciplinary or preventive action as the Board of Directors (or the CCO) deems appropriate, up to and including dismissal or, in the event of criminal or other material violations of law, notification of appropriate governmental authorities.

11. Interpretation of this Code

All questions regarding the matters set forth in this Code, including those not specifically addressed or provided in this Code, shall be directed to the CCO.

12. Waivers and Amendments

The Company may grant waivers of provisions of this Code in appropriate circumstances. A waiver of any provision of this Code may be granted only by the Board of Directors. Any grant of waiver shall be disclosed as required by applicable law or regulation.

* * * * *

No Rights Created

This Code is a statement of certain fundamental principles, policies and procedures that the Personnel should adhere to in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity.
This Code was approved by the Board of Directors on June 26, 2006. This Code shall become effective on June 27, 2006.

GENERAL GUIDANCE

A "conflict of interest" occurs when an individual's private interest interferes in any way - or even appears to interfere - with the interests of the corporation as a whole. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her company work objectively and effectively. Conflicts of interest also arise when an employee, officer or director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the company. Loans to, or guarantees of obligations of, such persons are of special concern.
Business decisions and actions must be based on the best interests of the Company. Relationships with prospective or existing suppliers, contractors, customers, competitors or regulators must not affect the Company's independent and sound judgment. Directors, officers and other employees should not have, unless previously disclosed to the Legal Department outside interests which conflict or appear to conflict with the best interests of the Company. Directors, officers and other employees are expected to act solely for the benefit of the Company and not be influenced by a personal interest that may result from other individual or business concerns. Conflicts of interest are to be scrupulously avoided, and if unavoidable, must be disclosed to the Company (whether through disclosure to the Board, in the case of a director or the Chief Executive Officer, or to your supervisor, in any other case) at the earliest opportunity. If you have any uncertainty about whether your actions or relationships present a conflict of interest, contact the Board of Directors, your supervisor or the Legal Department for guidance.

FAMILY MEMBERS AND CLOSE PERSONAL RELATIONSHIPS

Conflicts of interest may arise when doing business with or competing with organizations in which employees' family members have an ownership or employment interest. Family members include spouses, parents, children, siblings and in-laws. Employees may not conduct business on behalf of the Company and may not use their influence to get the Company to do business with family members or an organization with which an employee or an employee's family member is associated unless specific written approval has been granted in advance by the officer who leads such employee's team.
Directors, officers and other employees may not seek or accept loans or guarantees of obligations from the Company for themselves or their family members. Furthermore, employees may not seek or accept loans or guarantees of obligations (except from banks), for themselves or their family members, from any individual, organization or business entity doing (or seeking to do) business with the Company. Employees must report to their supervisor promptly all offers of the above type, even when refused.

OWNERSHIP IN OTHER BUSINESSES

Employees may not own, directly or indirectly, a significant financial interest in any business entity that does or seeks to do business with, or is in competition with, the Company unless specific written approval has been granted in advance by the Legal Department. As a guide, "a significant financial interest" is defined as ownership by an employee and/or family members of more than 1% of the outstanding securities/capital value of a corporation or that represents more than 5% of the total assets of the employee and/or family members.
Directors, officers and other employees are prohibited from directly or indirectly buying, or otherwise acquiring rights to any property or materials, when such persons know that the Company may be interested in pursuing such opportunity and the information is not public.

CORPORATE OPPORTUNITIES

It is Company policy that directors, officers and other employees may not take for themselves personally opportunities that are discovered through the use of Company property, information or position, nor may they use Company property, information, or position for personal gain. Furthermore, directors, officers and other employees should not compete with the Company unless such competition is disclosed to the Legal Department and approved or determined to be material. Employees, officers and directors have a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

OUTSIDE EMPLOYMENT, AFFILIATIONS OR ACTIVITIES

An employee's primary employment obligation is to the Company. Any outside activity, such as a second job or self-employment, must be kept completely separate from their activities with the Company. Employees may not use company customers, suppliers, time, name, influence, assets, facilities, materials or services of other employees for outside activities unless specifically authorized by the Company, including in connection with charitable or other volunteer work.
The following activities require prior written approval from the Legal Department:

• Service as a director, trustee or officer of any business, or any charitable, civic, religious, political or educational organization (other than a residential co-operative or condominium board).
• Service as an executor, trustee, guardian or conservator of the estate of any individual, even if family-related. However, being named in a document which has yet to take effect does not require prior approval.

• Having an interest in any enterprise, even if family-related, other than investments made in the employee’s personal brokerage accounts as discussed below.
• Voting on, or participating in, any business matter involving another company in which the employee has a personal interest, including as a share holder. However, an employee may exercise his or her rights as a shareholder of a publicly traded company without prior approval.
• Further, employees may not do nay of the following without first disclosing that fact in writing to their immediate supervisor and to the Legal Department.
• Accept business opportunities, commissions, compensation or other inducements, directly or indirectly, from persons or firms that are customers, vendors or business partners of the Company.
• Acquire Company property or services on terms other than those available to the general public or those specifically identified by the Company.
• Users should draft, send and forward e-mail with the same standards of care and quality as they use for a formal business letter. The Quality of writing in an e-mail message originating from the Company directly reflects on the Company.
• Engage in any conduct with customers, vendors, or any other person or entity with whom t he Company does business or seeks to do business when the conduct might appear to compromise the employee’s judgment or loyalty to the Company.

Additionally, if an employee's family member works for a business that is itself in direct competition with the Company, this circumstance must be disclosed to the Legal Department.
Except with express written consent, employees who take a paid or unpaid leave of absence cannot use the leave for the purpose of obtaining other employment.

GIFTS, GRATUITIES AND ENTERTAINMENT

Employees and their family members must not accept, directly or indirectly, gifts, gratuities or entertainment from persons, firms, or corporations with whom the Company does or might do business that are greater than nominal in value. Any question you may have regarding whether a gift or benefit sought to be bestowed upon you is nominal should be brought to the Legal Department. It is the Company's policy not to offer gifts, gratuities or entertainment to persons, firms or corporations with whom the Company does or might do business, except for modest items and reasonable entertainment. Gifts, gratuities or entertainment that affect or give the appearance that the employee's business judgment could be affected must be avoided and refused. Gifts, gratuities and entertainment that are acceptable are only those that reflect common courtesies and responsible business practice. All gifts, gratuities and entertainment must be properly reported on expense statements.
There are some cases where refusal of a valuable gift would be offensive to the person offering it. This is particularly true when employees are guests in another country, and the gift is something from that country offered as part of a public occasion. In these cases, the employee to whom the gift was offered may accept the gift on behalf of the Company, report it to a supervisor and turn it over to the Company.

The Company, as a responsible corporate citizen, can make donations of money or products to worthy causes, including fundraising campaigns conducted by its customers. To remain an appropriate donation, the contribution should not be connected to any specific customer purchases or purchasing commitments.
Customer requests for donations of significant sums of money should be forwarded to a senior-level manager in your sales organization. Employees are not permitted to make a donation at a customer's request and then seek reimbursement from the Company as a business expense. All corporate donations must be approved and paid by the Company.

FAIR DEALING

Each employee should endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

RELATIONSHIPS WITH SUPPLIERS OR SERVICE PROVIDERS

from any purchase of goods or services for or from the Company. Employees whose responsibilities include purchasing (be it merchandise, fixtures, services, real estate or other), or who have contact with suppliers or service providers, must not exploit their position for personal gain. Under no circumstances may any employee receive cash or cash equivalents from any supplier, whether directly or indirectly.

SAMPLES

It is accepted business practice for vendors to distribute samples to potential purchasers. Company policy is that, to the extent necessary to make a reasoned appraisal of new products, samples of such products may be accepted in small quantities only by employees responsible for procuring or merchandising such products.

CONSILTANTS AND AGENTS

Whenever it becomes necessary to engage the services of an individual or firm to consult for or represent the Company, special care must be taken to ensure that no conflicts of interest exist between the Company and the person or firm to be retained. Employees must also ensure that outside consultants and agents of the Company are reputable and qualified. Agreements with consultants or agents should be in writing.
No employee may indirectly or through an agent, do anything prohibited under the Company's Code. Agents are required to observe the same standards of conduct as Company employees when conducting business for the Company. These individuals should be given a copy of this manual - "Business Ethics and Practices." This requirement should be reflected in the agent's written agreement with the Company.

[Guidelines for filling out the report]

Reporter

• Please accurately enter the reporter's name, department, and contact information, and seal or sign in the reporter's name field.
• For contact information, please accurately enter the office extension and mobile phone number where you can be contacted when investigating reports and notifying the results of the investigation.

Reported Person(Subject)

• Enter the name, department, and position of the person subject to the report.
• When reporting the reporter's own actions, the details of the reported act are not entered in the Reported Person column, but the details of the reported act are entered in the Reason for Report and Contents column.

Reason and Content for Report

• The information written in this field is the most important part for understanding the report and further investigation, so please write it in as much detail as possible. If there is not enough paper, please use the supplementary paper to write it.
• Please accurately record the facts, including the reason and content of the report, according to the specific circumstances and chronological order in accordance with 5 W's and 1 H.

※ If Reports that make it difficult to understand or conduct an investigation because they do not specify specific facts, the reports may not be accepted.

Evidence Document

• Please list the evidence documents related to the report and attach the evidence documents to the report.