Conflict of Interest Guidelines for Directors: June 2022

The Conflict of Interest Guidelines for Directors, adopted by Take-Two Interactive Software, Inc. in June 2022, establish a formal framework for ethical conduct and accountability among the members of the Board of Directors. The primary purpose of these guidelines is to help directors recognize and navigate ethical risks, particularly situations where personal interests might interfere—or appear to interfere—with the interests of the company and its subsidiaries. The scope of the policy covers all directors, including those who also serve as officers, and extends to their immediate family members as defined by NASDAQ regulations.

Key provisions prohibit directors from exploiting corporate opportunities for personal gain, competing with the company, or using company property and information for non-business purposes. The guidelines set specific thresholds for gifts, generally limiting acceptable items to those with a de minimis value of $150 or less, provided they are customary and related to unique life events. Furthermore, directors are required to maintain strict confidentiality regarding non-public information and must provide annual disclosures of all material outside business interests, including positions held in other public or private companies.

The policy emphasizes transparency and reporting, mandating that potential conflicts be disclosed immediately to the Chairman of the Board or the Corporate Governance Committee. While the Board may waive certain conflicts through a majority vote of disinterested directors, such waivers must be publicly disclosed in compliance with SEC and NASDAQ rules. To foster a culture of honesty, the guidelines include non-retaliation protections for those reporting questionable behavior in good faith and empower the Board to take disciplinary actions to deter wrongdoing and ensure adherence to these standards.