Legal · June 1, 2022

Conflict of Interest Guidelines for Directors: June 2022

Summary

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.

From the report

PAGE 1 / 4 CONFLICT OF INTEREST GUIDELINES FOR DIRECTORS JUNE 2022 CONFLICT OF INTEREST GUIDELINES FOR DIRECTORS 1. Introduction The Board of Directors (the “Board”) of Take-Two Interactive Software, Inc. (the “Company”) has adopted the following Conﬂict of Interest Guidelines (“Guidelines”) for directors of the Company. These Guidelines are intended to focus the Board and each director on areas of ethical risk, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director must comply with the letter and spirit of these Guidelines. No guidelines or policy can anticipate every situation that may arise. Accordingly, these Guidelines are intended to serve as a source of guiding principles for directors. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of these Guidelines to the attention of the Chairman of the Corporate Governance Committee or the Chairman of the Board, who may consult with inside or outside legal counsel as appropriate. Directors who also serve as ofﬁcers of the Company should read these Guidelines in conjunction with the Company’s Global Code of Business Conduct and Ethics. All references to the “Company” in these Guidelines shall be deemed to include all subsidiaries of the Company. 2. Conﬂict of Interest

ectors who also serve as ofﬁcers of the Company should read these Guidelines in conjunction with the Company’s Global Code of Business Conduct and Ethics. All references to the “Company” in these Guidelines shall be deemed to include all subsidiaries of the Company. 2. Conﬂict of Interest A “conﬂict of interest” occurs when a director’s direct or indirect personal interest interferes in any way, or appears to interfere, with the interests of the Company as a whole. A conﬂict situation can arise when a director takes actions or has interests that may make it difﬁcult to perform his or her work for the Company objectively and effectively. Moreover, even the appearance of impropriety can call one’s integrity into question. Therefore, as a director of the Company, you must address the appearance of a conﬂict of interest as well as actual conﬂicts of interest. Remember, conﬂicts of interest may also arise when a director, or a member of his or her immediate family<sup>(1)</sup> receives improper personal beneﬁts as a result of his or her position as a director of the Company. Managing conﬂicts of interest effectively is essential to good corporate governance. Personal conﬂicts of interest with the Company are prohibited as a matter of Company policy unless otherwise disclosed to the Board and waived or approved by the Board. However, certain conﬂicts of interest may not be waived by the Board.

fectively is essential to good corporate governance. Personal conﬂicts of interest with the Company are prohibited as a matter of Company policy unless otherwise disclosed to the Board and waived or approved by the Board. However, certain conﬂicts of interest may not be waived by the Board. In particular, a director must never use or attempt to use his or her position as a director of the Company to obtain for himself or herself, for his or her family members, or for any other person, any improper personal beneﬁt (including loans to, or guarantees of obligations of, such persons) from any person or entity, including any other director, ofﬁcer, employee, customer or supplier of the Company. Any situation that involves, or may reasonably be expected to involve, a conﬂict of interest between any director and the Company must be disclosed immediately to the Chairman of the Corporate Governance Committee and/or the Chairman of the Board. Persons who become aware of potential conﬂicts between any director and the Company may also contact the Company’s Chief Legal Ofﬁcer. The Chief Legal Ofﬁcer can be contacted anonymously, if desired. All discussions with the Chief Legal Ofﬁcer will be treated

PAGE 2 / 4 CONFLICT OF INTEREST GUIDELINES FOR DIRECTORS JUNE 2022 conﬁdentially and the Company will pursue the matter and take action, as the circumstances warrant. No retaliation or adverse action may be taken by the Company or any of its employees or directors against anyone for good-faith reports of questionable behavior.<sup>(2)</sup> Guidelines applicable to the most common conﬂict of interest situations involving directors are described below. If any director is uncertain whether his or her actions or business relationships could create a conﬂict, or if he or she has doubts about an existing situation, he or she should discuss the matter with internal or external counsel. 3. Corporate Opportunities Directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors are prohibited from: (a) taking for themselves personally opportunities that are discovered through the use of corporate property, information or the director’s position; (b) using the Company’s property, information, or position for personal gain; or (c) competing with the Company, directly or indirectly, for business opportunities; provided, however, if the Company’s disinterested directors determine (after full disclosure of the opportunity to such disinterested directors) by majority vote that the Company will not pursue an opportunity that relates to the Company’s business, then a director may do so.

usiness opportunities; provided, however, if the Company’s disinterested directors determine (after full disclosure of the opportunity to such disinterested directors) by majority vote that the Company will not pursue an opportunity that relates to the Company’s business, then a director may do so. A director shall recuse himself or herself from any Board decision involving any company with which such director is afﬁliated or in which he or she holds, directly or indirectly, any interest (other than a non-material interest in any company traded on a national securities exchange). 4. Gifts Generally, Directors and members of their immediate family shall not accept gifts from any ofﬁcer, employee, customer or supplier of the Company, or other person or entity that does business with the Company; however, gifts received in recognition of a unique life event, such as a birth of a child, a marriage or a signiﬁcant anniversary or birthday may be accepted if such gift is reasonable and appropriate for the occasion or has de minimus economic value. The economic value of multiple gifts received from a speciﬁc source should be considered as a whole over the previous twelve months. Generally, any single reasonable and appropriate gift is considered to have de minimus economic value if it has a readily ascertainable retail value of $150 or less. A gift received from a business counterparty should be considered reasonable and appropriate if it can be viewed as normal and customary. An example of such a normal and customary gift would include a package of golf balls marked with the logo of the counterparty. 5. Conﬁdentiality

$150 or less. A gift received from a business counterparty should be considered reasonable and appropriate if it can be viewed as normal and customary. An example of such a normal and customary gift would include a package of golf balls marked with the logo of the counterparty. 5. Conﬁdentiality Directors serve in a ﬁduciary capacity. They must maintain the conﬁdentiality of information entrusted to them by the Company, except to the extent disclosure is authorized or legally mandated. Conﬁdential information includes all non- public information that might be of use to competitors, or harmful to the Company, if disclosed.

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