TAKE-TWO INTERACTIVE SOFTWARE, INC.

GLOBAL CODE OF BUSINESS CONDUCT AND ETHICS

Section Listing
Message from Strauss
1.
Applicability of Code
2. Purpose
3. Diversity, Equality, Non-Discrimination and Anti-Harassment
4. Electronic Media and Software
5. Protection and Proper Use of Company Assets and Property
6. Confidential and Proprietary Information
7. Conflicts of Interest
8. Accurate Books and Records
9. Complete, Accurate and Timely Disclosure
10. Shareholder, Media and Government Relations
11. Securities Laws and Insider Trading
12. Ensuring Fair Competition
13. Preventing Bribery and Corruption
14. Trade Sanctions and Export Controls
15. Tax Compliance
16. Expectations of Our Suppliers
17. Litigation, Regulatory and Compliance Notification Policy
18.	Policy for Reporting Misconduct
19. Audits; Investigations; Disciplinary Action
20. Relationship with Other Company Policies
21. Waivers of the Global Code of Business Conduct and Ethics

Message from Strauss
This Global Code of Business Conduct and Ethics (the “Code”) reflects TakeTwo’s core values. It mirrors our commitment to conducting business fairly andethically, complying with domestic and international laws, and promoting a work
environment that is compassionate and inclusive, and that values honesty,
openness, integrity and respect for fundamental human rights, wherever in theworld we operate. As a leading developer, publisher and marketer of interactive
entertainment that aims to captivate and engage audiences around the globe,
strong relations with our customers, partners, suppliers, stakeholders and eachother are of paramount importance.
Full compliance with the Code is mandatory for all of us. I urge you to take thetime to read and fully understand it, and act according to its values. If you have any
questions or concerns, please raise them with your immediate supervisor, a memberof the Legal Department, or a member of the Human Resources Department. You
should also feel free to discuss any of your questions or concerns with me; my door
is always open.

Strauss Zelnick Chairman and Chief Executive Officer
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The Company is committed to providing acompassionate work environment that is basedon dignity, respect, and inclusion, and is free fromharassment. Employment at the Company isdependent solely upon talent, ability, and work ethic.

1.

Applicability of CodeThis Code applies to Take-Two Interactive Software,
Inc. and its wholly owned subsidiaries and affiliates (the“Company”) and all of their respective directors, officers,
employees, consultants, contractors, agents, andothers, including third party suppliers, vendors, andpartners, who do business on behalf of the Company(“Employees and other Covered Individuals”).
Wherever we do business, we must comply withapplicable laws, rules, regulations and contracts that
the Company has entered into. Any violation of this Codeor any Company policy may result in disciplinary action,
up to and including termination of employment orservices. Moreover, any suspected or actual violationmust be reported immediately in person or by phone
to your supervisor, a member of the Legal Department,
to a member of the Human Resources Department or
via the hotline described in Section 18.

2.

PurposeThe Code is a guide to ethical decision-making.
The standards in the Code are mainly based on U.S.
and international laws that bind us all, and in some cases
exceed legal rules to reflect the Company’s values.
Additional Company policies and procedures may
expand upon the standards in this Code.

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Everyone, regardless of organizational level or entity,
must abide by these standards, and must report any
behavior that appears to violate them.
Employees and other Covered Individuals are trained
regarding compliance with this Code, and the Company’s
underlying standards, policies, and procedures, uponjoining the Company and periodically thereafter. We aim
to refresh this training biennially. Nevertheless, if you
ever have questions about the application of the Code,or where it does not address a situation that may present
an ethical question, you should seek guidance from yoursupervisor, a member of the Legal Department, or amember of the Human Resources Department. Do nothesitate to do so; it is better to ask a question or raisea concern at an early stage than to ignore an ethicalissue that could have more serious consequences in thelong term.
All supervisory and management personnel, including
all executive officers and members of the Board of
Directors of the Company, have a special responsibility
to lead according to the standards of this Code. All havean “open door” policy for anyone with ethical concerns,
questions, or complaints. We also maintain a confidential
reporting hotline, described in Section 18. All concerns,
questions and complaints will be taken seriously andhandled promptly, professionally and with an appropriate
level of confidentiality. We are committed to providing
an environment where Employees and other Covered
Individuals can ask questions and raise concerns aboutbusiness ethics without fear of retaliation. No retaliatory
action will be taken for concerns, questions or complaints
raised in good faith.

3.	Diversity, Equality,

Non-Discrimination andAnti-Harassment
Take-Two strives to provide an inclusive workplace inwhich everyone feels respected, heard and safe. Our
company’s culture of compassion and respect fosters awarm, welcoming environment for all qualified candidates
and colleagues from a variety of social, cultural, racial,ethnic, religious, and economic backgrounds. As TakeTwo’s Diversity Statement available here makes clear,
we believe our multiplicity of experiences, affiliations andperspectives contribute to a stronger, more dynamic andmore cohesive organization.
Decisions regarding employment and job progression
at Take-Two are based on substantive ability, talent andwork ethic – not an individual’s race, color, religion, creed,
sex or gender, age, national origin or ancestry, physicalor mental disability, pregnancy, sexual orientation,
gender identity, marital status, veteran status, genetic
information, or other characteristics protected byany applicable law (“Protected Characteristics”). This
commitment to Equal Employment Opportunity applies
to all aspects of the employment relationship, fromrecruitment and hiring through compensation, benefits,
discipline and termination.
Harassment on the basis of any protectedcharacteristic is strictly prohibited. Harassment is
unwelcome verbal, non-verbal, or physical conduct that
degrades or shows hostility or dislike toward an individual
or his/her relatives, friends, or associates because of
any Protected Characteristics, and that: (i) is severe orpervasive enough to create an intimidating, hostile, or
offensive work environment; or (ii) unreasonably interfereswith an individual’s work performance or otherwise
adversely affects the individual’s terms and conditionsof employment.
More specifically, sexual harassment is defined as
unwelcome sexual advances, requests for sexual favors
and other verbal or physical conduct of a sexual nature
when, (i) submission to such conduct by a supervisory
employee is made either explicitly or implicitly a term or
condition of an individual’s employment, (ii) submission toor rejection of such conduct by a supervisory employee isused as the basis for employment decisions affecting theindividual, or (iii) such conduct is unwelcome and severeor pervasive enough to create an intimidating, hostile, or
offensive work environment for a reasonable individual.
The Company has adopted a Non-Discrimination
and Anti-Harassment policy for each location, which iscustomized to comply with local legal requirements.
To obtain the policy applicable to your location, consult
the local Human Resources representative.
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Take-Two is committed to promoting a work
environment that values honesty, openness
and integrity, and to conducting businessfairly and ethically.

4.

Electronic Media and Software

All electronic media and communications systems
provided to Employees and other Covered Individuals forwork are the property of the Company. Communications
on these systems, including e-mail chat, messages andothers, are not private, and all data stored on thesesystems belong to the Company. The communications anddata on these systems are Company records that, subject
to applicable law, may be monitored or disclosed to third
parties, at the Company’s discretion. You should have noprivacy expectations with respect to communications
sent over these systems.
These systems must not be used to knowingly,
recklessly or maliciously post, display, store, transmit,
download, upload or distribute any threatening, abusive,
libelous, defamatory or obscene materials of any kindconstituting a criminal offense, giving rise to civil liability orotherwise violating any laws or this Code. The Company’s
policy against harassment and discrimination applies
fully to your use of e-mail and other electronic media andcomputer systems. To more fully review the Company’s
Computer Use Policy, applicable to your location, please
consult your local Human Resources representative.

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5.	
Protection and Proper Use ofCompany Assets and Property
Employees and other Covered Individuals have a duty
to protect the Company’s assets (including information
systems and equipment, software, data, e-mail, andintellectual property) from loss, damage, misuse, theftor sabotage. They must also ensure the efficient useof the Company’s assets for business purposes only. A
member of the Legal Department or the Human Resources
Department must approve any use of Company assets
or services that is not for Company business or for theCompany’s benefit.

6.	
Confidential and

Proprietary Information
Each of us has a duty to safeguard confidential
and proprietary information about the Company, as
well as non-public information that our suppliers andcustomers have entrusted to us. Common examples
include trademarks and trade secrets, as well as financial
information, corporate strategy and information about
relationships with our customers and suppliers, orinformation concerning a game in development. If youare unsure about whether information should be treatedas confidential or proprietary, consult with your immediate
supervisor or a member of the Legal Department.
Confidential or proprietary information should never
be discussed in public places (such as elevators, airplanes
or restaurants), or be disclosed to third parties, including
to family members. Your duty to preserve the Company’s
confidential and proprietary information continues evenafter you leave the Company.

7.

Conflicts of Interest

The Company must be assured of the loyalty ofeach of its Employees and other Covered Individuals. A
conflict occurs whenever an Employee’s or other Covered
Individual’s private interests interfere with the interests of
the Company. Employees and other Covered Individuals
must therefore refrain from entering into interests andrelationships that might divide their loyalties or impair
their professional judgment. Even relationships thatmerely give the appearance of a conflict of interest should
be avoided. Some examples of potential conflicts aredescribed below.
If you believe you cannot avoid a conflict of interest,
you must fully disclose the circumstances in writing
to your immediate supervisor, a member of the Legal
Department, or a member of the Human Resources
Department.

(a) Outside Employment and Directorships
Employees may not work for, provide services to, or
receive compensation for services from any competitor,
customer, distributor, developer, supplier, or vendor(collectively, “Outside Business Interests”) without first
fully disclosing such Outside Business Interests andobtaining approval from the Legal Department, Human
Resources, and, if determined to be appropriate, theBoard of Directors of the Company.
Even approved Outside Business Interests may
present conflicts of interest from time to time, so even
where approval is granted, you must separate Company
and non-Company activities, and make all businessdecisions with the Company’s best interests in mind.
(b) Investments
You (or your immediate family) may not havefinancial interests in any competitor, customer,
distributor, developer or supplier where this would
influence, or appear to influence, your actions on behalfof the Company. If there is any doubt about whether aninvestment presents a conflict, you should discuss it inadvance with your immediate supervisor, a member ofthe Legal Department, or a member of the Human
Resources Department.

5You are strictly prohibited from soliciting any
gifts, gratuities or business favors for yourself orfor the benefit of any family member or friend.

(c)	Using the Company’s Time and Assets
for Personal Benefit
You may not, directly or indirectly, perform or solicit
non-Company work on the Company’s time, including
while on paid leave from the Company. You may not
solicit non-Company work on the Company’s premises,
or use Company assets (including equipment, computer
systems, telephones, materials, resources or proprietary
information) for any non-Company work.
(d)	Loans to Employees, other Covered Individuals,
and other Relevant Persons
It is Company policy not to make personal loans to
Employees and other Covered Individuals, or to guarantee
a personal obligation, as such can also present conflicts ofinterest. Loans to the Company’s Executive Officers andDirectors are prohibited by law.
(e) Acceptance of Gifts and Entertainment
You may be permitted to accept unsolicited,reasonable gifts of nominal value, such as promotional
items. However, you are prohibited from accepting or
soliciting any lavish gifts or entertainment, or any gifts orentertainment accompanied by an expressed or implied
understanding that you are in any way obligated to dosomething in exchange. You are strictly prohibited from6

soliciting any gifts, gratuities or business favors
for yourself or for the benefit of any family member
or friend.
For further guidance on the acceptance and offeringof gifts, hospitality and entertainment, please also refer
to Section 13 on Preventing Bribery and Corruption.
(f)	Romantic Relationships, Family Members andother Close Personal Relationships 		
The Company’s standards of conduct are not intended
to intrude on Employees’ and other Covered Individuals’
personal lives. Situations may arise, however, whererelationships with romantic partners, family members
and friends create conflicts of interest. Generally, youare prohibited from being in the position of supervising,reviewing or having any influence on the job evaluationor salary of your romantic partners, relatives, or close
personal friends. If you have family members, romantic
partners or friends who work for businesses seeking toprovide goods or services to the Company, you must
not use your personal influence to affect negotiations,and if you are an officer or director of the Company or
involved in the decision-making process with respect
to those negotiations, you must notify a member of theLegal Department of such situations in advance. If you
have immediate family members, romantic partners orclose friends who work for competitors, you should bringthis fact to the attention of your immediate supervisor, ora member of the Legal Department, to discuss steps tominimize potential conflicts of interest.
(g) Public Service
We encourage you to be active in the civic life of yourcommunity, including charitable or educational activities.
When doing so and making any public communication,
you should be clear that your views are yours individually
and are not being expressed as an employee or
representative of the Company.
Your activities in the community may place you in
conflict with the Company’s interests. The law may requireor permit you to abstain from any decisions where thesecircumstances exist, depending on your position within the
Company and other factors. Before participating in sucha decision, you should seek advice from a member of theLegal Department or Investor Relations Department.
You may not make any political contribution as arepresentative of the Company. You must also avoid
lobbying activities or even the appearance of lobbying
any governmental body or public official as arepresentative of the Company without the express
approval of the Chief Legal Officer.

(h) Corporate Opportunities
You may not take for yourself, or any other personor organization, the benefit of any business venture,opportunity or potential opportunity that you learn
about in the course of your work for the Company, andthat is in the scope of the Company’s business, without
first obtaining the Company’s consent. It is neverpermissible for Employees or other Covered Individuals tocompete against the Company, either directly or indirectly.
Employees and other Covered Individuals owe an
undivided duty to the Company to advance its interests.

8.

Accurate Books and Records

The Company is required by law and this Code to
make sure that its books and records accurately andfairly represent the Company and its assets in reasonabledetail. It is a violation of Company policy, and illegal, for
any Employees or other Covered Individuals to cause
intentionally our books and records to be inaccurate
in any way. If you are asked to falsify accounting or
business records, or if you are aware of anyone else in
the Company doing so or being asked to do so, you must
immediately notify your supervisor or a member of theLegal Department. You may also anonymously reportany financial or accounting impropriety via the hotline
described in Section 18.

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Only an authorized spokesperson for theCompany may make official public statements
concerning the Company, its business, its
performance, or its products.

You are required to cooperate fully with our internal
and independent auditors, our internal and external
legal counsel and any person acting on their behalves.
In particular, we must all adhere strictly to thefollowing requirements:(a)	Access to Company Assets, Transactions
on Management’s Authorization
Access to Company assets is permitted only inaccordance with management’s general or specificauthorization. Transactions involving the Company
must be accurately recorded to permit preparationof our financial statements in conformity with generally
accepted accounting principles and related requirements,
and to maintain accountability of the Company’s assets.
(b) Accurate Books
All Company books and records must be accurate
and complete. False, misleading, or incomplete entries
are strictly prohibited.
(c) Proper Payments
You may not authorize payment of Company funds
if you know or suspect that any part of the payment will
be used for any purpose other than that described in
the supporting documentation.

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9.	Complete, Accurate andTimely Disclosure
The Company’s shares are publicly traded on the
Nasdaq Stock Market. As a result, the Company isobligated to make various disclosures to the public andgovernmental regulators, and is committed to doing so
accurately. The Company has implemented disclosure
controls and procedures to ensure that its public
disclosures are timely, compliant and otherwise full, fair,accurate and understandable. All Employees and other
Covered Individuals responsible for the preparation of theCompany’s public disclosures, or who provide informationas part of that process, have a responsibility to ensure thatsuch disclosures and information are complete, accurate
and in compliance with the Company’s “Fair Disclosure
Policy” posted here.

10.	Shareholder, Media andGovernment Relations
You should not give statements to shareholders,the media or any government or quasi-governmental
agency without prior authorization from a memberof the Company’s Legal Department and Corporate
Communications Department. Unless explicitly designatedand authorized by the Company, no Employee or other
Covered Individual may speak publicly on behalf of theCompany. Only an authorized spokesperson for theCompany may make official public statements concerning
the Company, its business, its performance, or its
products. If you are contacted by a shareholder or the
media, the request should be immediately forwarded tothe head of Corporate Communications or, if regarding
a legal matter or an inquiry from a government or quasigovernmental agency, the Company’s Chief Legal Officer.
The Company’s full Communications Policy is posted here.

stock, such as financial results, financial forecasts, potential
mergers, acquisitions or divestitures, significant productdevelopments and major changes in business direction.
Violation of insider trading laws may result in civil
and criminal penalties, including fines or jail sentences, anddiscipline up to and including termination of employment.
The Company’s full Securities Trading Policy is posted
here. If you have any questions about the policy, consult amember of the Legal Department before trading.

11.	Securities Laws andMost countries have laws governing how companies
may compete. These laws (known as “competition” or“antitrust” laws) seek to promote a competitive market
system. Competition law impacts almost every aspectof our business activities, including physical and digitalsales, and our relationships with customers, distributors,
suppliers and competitors.
These laws are broad and aggressively enforced;
violations carry severe consequences, including large fines,
criminal prosecution, and imprisonment. Regulators havewide-ranging enforcement powers, typically including
the power to search premises, demand information andquestion employees. Violations can also have damaging
practical consequences, such as the cost and timeof investigations, and damage to relationships withregulators and our partners.

Insider Trading
In the course of your duties, you may learn material
information about the Company or other companies that is
not available to the general public. The use of such nonpublic or “inside” material information to trade securities isstrictly forbidden, whether by you, your family or friends,
or any other person to whom you have communicated theinformation. The law also prohibits anyone who possesses
material, non-public information from using it to “tip” orcommunicate to anyone else who might trade on it.
Any use of “inside” information is illegal and exposes you
and the Company to civil and criminal penalties. “Material”
information is usually defined as any information that would
likely influence a reasonable investor to buy, sell or hold

12. Ensuring Fair Competition

9Never discuss or exchange commercially sensitive
information with our competitors, either directly
or indirectly through a third party.

For any questions about any of the rules in this section
below, or any competition law or anti-trust matters,
contact a member of the Legal Department.
Dealing with Competitors
All contact with competitors of the Company, whether
formal or informal, presents a competition law risk. The
following agreements, whether written or oral, formal orinformal, are illegal and must be avoided:

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to set, raise or lower prices or any elementof price, including relating to rebates,
discounts, surcharges and margins;10	dealings with specific customers (including
both distributors and retailers) or suppliers;	current and future commercial plans, including
marketing and product plans (such asplanned street dates, new releases);strategies or commercial positions; or	any other information which you would
normally consider confidential or on whichcustomers could base their decision ofwhether to choose the Company’s products.

to set other terms and conditions of sale;	to divide geographic or product markets,sales territories or customers.

Exchanging commercially sensitive information withcompetitors whether directly or indirectly, formally or
informally, can also create serious risks for the Company.
A single e-mail or conversation can be sufficient to violatecompetition law. Employees and other Covered Individuals
must not discuss, receive, share or exchange withcompetitors any of the following information:n	current and future volumes, revenues
or market shares;	
current and future pricing, including discounts,
rebates, costs and terms of sale and purchase;

If one of the Company’s competitors voluntarily
discloses such confidential information to you, report it inperson or by phone to a member of the Legal Department.
Do not record or forward the information to anyone
other than a member of Take-Two’s Legal Department,
do not disclose any confidential information in return,and do not change your market behavior in response.
You are also required to report promptly to a memberof the Legal Department (in person or by phone) any
instance in which a competitor has suggested that you
collaborate with them or where you suspect someone may
have inappropriately shared the Company’s competitively
sensitive information.

Particular care should be taken when attendingor participating in meetings of trade associations andsimilar industry organizations. While discussions of somesensitive information may, under certain circumstances,be permissible, no such discussions with competitors
should take place without prior approval of a member ofthe Legal Department.
If, in the course of communications with an employee
of a competitor (e.g. at a trade association, meetingor on a call), he or she raises any topic prohibited bythese guidelines:
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you must object and make clear that you will notparticipate in any discussion of that topic;	
if the competitor persists, you must immediately
leave (or hang up from a phone call) in a manner
which makes it clear to all present why you
are leaving;

Dealing with Customers and Resellers
Competition law also prohibits certain agreements
or understandings (whether written or oral) between the
Company and its distributors, resellers and customers,
particularly in relation to pricing.
Resellers such as wholesalers, distributors and retailers
must always be free to set their own resale prices. While
the Company may recommend a resale price or set a
maximum resale price, employees must not specify theactual or minimum price at which distributors/resellers/customers must sell. Competition law prohibits both
direct and indirect restrictions, so without the specificapproval of a member of the Legal Department,
Employees and other Covered Individuals must not:n	
if minutes or notes of the meeting are being taken,
request that they reflect your departure;
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you must promptly report the incident in person orby phone to a member of the Legal Department; and	
if you are in any doubt about the legality of thematters discussed, ask for that agenda item/issue
to be postponed until you have had an opportunity
to speak with a member of the Legal Department inperson or by phone.

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threaten to terminate or penalize (whether inmonetary terms or not) a customer due to its
resale pricing or for selling below a certain
price (e.g. delaying or restricting availability or
lowering discounts);
compel customers to achieve certain margins;	offer lower prices or other incentives to distributors(e.g. through rebates) in return for matching a
recommended resale price;	oblige a customer to report other customers
who deviate from a certain price level; or	
set or discuss the minimum price at which
distributors sell (which includes imposing amaximum discount).
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Resellers such as wholesalers, distributors andretailers must always be free to set their own
resale prices.

Employees and other Covered Individuals must bewary of monitoring customers’ prices. Before putting any
such mechanism in place, please consult with a member ofthe Legal Department.
Other resale restrictions, such as limiting thecustomers to whom a reseller can resell, the territories
into which the reseller can sell, and limiting whether the
reseller can sell online, may also constitute a breach ofcompetition law in certain jurisdictions. Accordingly, you
should first consult a member of the Legal Department
if you are planning or come across any such or similar
restrictions, in practice or in contract, or any instancesof indirect restrictions (whether through threats or theimposition of penalties, incentives or monitoring).
Price Discrimination Prohibited
United States and Canadian law both prohibit “pricediscrimination,” defined as the contemporaneous saleof the same or similar goods to competing buyers at
different net prices. Promotions, rebates, discounts, andcredit terms are all factors that may affect the net price ofgoods sold, and therefore must be available to buyers on
an equal basis. Certain exceptions to these rules do apply,
however. Because the laws concerning price discrimination
are complicated and vary among jurisdictions, please
consult a member of the Legal Department before offering
any new form of discount to a buyer.

1213.	Preventing Bribery and Corruption
It is illegal and unacceptable for the Company,
Employees or other Covered Individuals to be in any way
involved or implicated in the payment of bribes or corrupt
practices. Violations of anti-bribery laws can result insevere civil and criminal penalties, including heavy fines
and imprisonment.
Employees and other Covered Individuals areprohibited from giving, offering, or receiving anything ofvalue (e.g., cash, gifts, business opportunities, charitable
donations, etc.) if such is intended to secure an improper
benefit. Paying or receiving bribes through third parties,
agents, consultants and other intermediaries is also illegal
and prohibited.
The Company and its Employees and other Covered
Individuals can be held responsible for bribery committed
on behalf of Take-Two, so we must be vigilant inmonitoring and ensuring the compliance of our agents,
consultants and anyone performing services on ourbehalf. Conducting appropriate due diligence is central tomitigating the risk of bribery and corruption.
Facilitation payments, which are small, usually
cash non-receipted payments, paid to expedite anon-discretionary action or service (such as obtaining
a permit or license, the unloading of cargo, passage
through customs, or processing visas), are also prohibited.

Gifts and Hospitality
Modest gifts and corporate hospitality can be part ofbuilding and maintaining good business relationships andare often a normal courtesy. However, gifts and benefits
also can be offered as a subtle form of influence to gain
preferential treatment. Care should be taken to ensurethat any gifts or hospitality (whether given or received)
are appropriate and could not be perceived as influencing
any individual or entity in an improper manner. To provide
clarity regarding gifts and entertainment we may provide
to (or receive from) people outside of our Company, andto avoid any suggestion of impropriety, always follow ourGlobal Gifts and Entertainment Policy. Please note that
this policy does not apply to gifts or entertainment thatare unrelated to your role with Take-Two or involving only
Company employees.
In general, corporate gifts, meals and entertainment
may be given (except to public officials), provided that:
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they are directly related to Company business; they
are not lavish,	
they are reasonable in amount and frequency, andproportionate under the circumstances;	
they are offered in good faith and in connection withthe promotion, demonstration or explanation of theCompany’s products;	
there is no expectation that the gift, meal orentertainment is given in exchange for any returnfavor or business advantage from the recipient;

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there is no breach of any law, code or policy
applicable to the recipient; and	all expenses, invoices and other supporting
documentation are fully and accurately recorded.

Before giving any gift or entertainment to an any
person or entity outside of the company on behalf ofTake-Two, please provide notice or obtain approval as
indicated in our Gifts & Entertainment Chart.
Public Officials
Particular care should be taken when the Company
deals, directly or indirectly, with public officials, including
government employees, candidates for political office,political party members, and any person acting in an
official capacity on behalf of a government entity. Making
any payment or giving anything of value to a public
official on behalf of or in connection with the Company
is generally forbidden. Employees and other Covered
Individuals must consult with the Company’s Chief Legal
Officer or a General Counsel and obtain specific approval
before doing so.
Employee Political and Civic Activity
The Company’s Employees and other Covered
Individuals have the right to engage in civic activity andthe political process. Subject to applicable laws andrequirements and our Global Code of Business Conduct
and Ethics, Employees and other Covered Individuals may
participate in civic, political and/or campaign activities
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Never offer, give or receive anything in exchange
for an improper benefit. Gifts of any kind to public
officials are forbidden.

on their personal time (e.g., during non-working hours),
and/or may donate their personal funds to such causes,
provided that:
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There is no actual or apparent intent to engage incorruption, or to improperly influence the recipientof the activity or donation, or any other person;	
The activity or donation is clearly in the name of the
Employee or other Covered Individual. Such person
must minimize the possibility that their activity,
views and/or donation will be misconstrued as thoseof or endorsed by the Company;	
The activity or donation is in accordance with allapplicable laws and limits; and	The activity or donation does not conflict with the
Employee’s or other Covered Person’s duties andresponsibilities to the Company.

Any Employee or other Covered Individual who intends
to hold public office must notify the Chief Legal Officer inadvance of seeking office, so the Company may ensure
such activity does not present a conflict of interest or otherbreach of the Global Code of Business Conduct and Ethics.
Charitable Contributions
There are many worthy organizations to which theCompany can make financial and non-financial contributions.
Generally, our Company will consider and make financial
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contributions on a case-by-case basis to organizationsin the communities where we have a facility, though we
may also make contributions to other reputable charitableorganizations on a case-by-case basis. All requests for
Company contributions must be submitted in writing to
the Chairperson of Take-Two’s Charitable Committee,
currently Alan Lewis, for the Committee’s consideration.
Anti-Money Laundering
Anti-money laundering laws exist in many countries,
imposing significant penalties for possessing, acquiring,
dealing with, or hiding the proceeds of crime, as well as
concealing the identity of illegally obtained money so it
appears to have come from a lawful source.
Good-faith suspicions that a customer, colleague or
third party has engaged in criminal conduct should be
immediately reported in accordance with this Code. You
should exercise particular caution when the Company isrequested to receive or make payments to an entity thatis not a party to the transaction, where money is routed
through unrelated countries, or where payments are
made or received in anonymous forms (such as cash or
prepaid cards).
Conducting appropriate due diligence is central tomitigating the risk of money laundering, including toensure that customers and partners are who they say
they are and that there are no legal barriers to working
with them.

Other than as set out in this Code of Conduct, youmust NOT tell any person, including any person you
suspect has criminal property, that you have reported thesuspicion of money laundering. There are legal restrictions
against “tipping off” (informing alleged criminals) whichcarry heavy penalties.

14.	Trade Sanctions andExport Controls
Take-Two, and all people acting on behalf of theCompany, must obey all applicable sanctions laws andexport controls. We may not engage in any economic
activity — including the sale of games or in-app purchases,
distribution of paid or free-to-play games or content,
marketing, or promotional activities, purchasing goods orservices, or recruiting talent—that involves any person orentity in any sanctioned territory. Sanctioned territories
currently include Iran, Cuba, Syria, North Korea, and certain
Russian-controlled parts of Ukraine, including Crimea.
Certain Russian and Belarusian individuals and companies
are also subject to sanctions, so please contact the legal/
compliance team before engaging any third parties in thesecountries.
Export controls also restrict the cross-border
movement of certain sensitive items, such as certain IT
hardware or software with encryption capability. To ensure
our compliance with these rules, please contact a memberof the legal/compliance team before importing or exporting

any items of a sensitive nature or that may be subject toexport controls.
Employees and other Covered Individuals must act
in accordance with all applicable laws relating to trade
sanctions and export controls. Failure to comply with theselaws can lead to severe civil and criminal penalties, aswell as significant reputational damage for the Company.
Contact a member of the Legal Department with anyquestions you may have about these laws.

15. Tax Compliance
The Company and its Employees and other Covered
Individuals must comply with all tax laws and regulations(including sales, income, and other taxes, customs duties
and fees, and other types of direct and indirect taxes).
Moreover, the Company can be held responsible
for facilitating or enabling tax evasion by third parties,
including by our agents, consultants, or anyone
performing services on the Company’s behalf. Employees
and other Covered Individuals must therefore be vigilant
in monitoring for “red flags” of tax evasion, such as
requests by third parties to submit or receive payment
through unrelated entities or countries, requests to submit
or receive payment at times unrelated to when services
or goods are delivered, or any other oddly structured
transactions. Any such red flags should be immediately
reported to a member of the Legal Department.

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The Company must comply with all tax laws andregulations, and cannot help third parties commit
tax evasion.

16.	Expectations of Our Suppliers

18.	Policy for Reporting Misconduct

The Company undertakes due diligence to confirm
our suppliers do business in a fair and ethical manner. We
require they uphold the same core values and standards
we set for ourselves, including to conduct business fairly
and ethically, comply with all laws, and promote a fairworking environment that respects fundamental humanrights. As part of this, we are committed to ensuring thatnone of the products we develop, have manufactured orsell, including promotional materials, are made using childlabor, prison labor, or in violation of any laws prohibiting
modern slavery or human trafficking.

Employees and other Covered Individuals are required
to promptly report any actual or suspected violationsof applicable laws, regulations, and the Code, including,in particular, violations involving fraud, embezzlement
and kickbacks involving the Company, the Company’s
accounting practices, including record-keeping, internal
controls, auditing, and the Company’s disclosure practices.

17.	Litigation, Regulatory andViolations may be reported in any of the following ways:		n	
in person or by phone to your immediate
supervisor, any member of the Legal Department,or any Human Resources Representative;nCompliance Notification PolicynAny Employee or other Covered Individual who has
knowledge that a lawsuit or regulatory action involving
the Company has been commenced, or is anticipated, isrequired to notify the Chief Legal Officer in writing.
Any Employee or other Covered Individual who
receives a subpoena calling for the production ofCompany records, or who must personally appear before
any governmental or regulatory body or before any courtof law in his or her capacity as an Employee or other
Covered Individual, must immediately inform his or her
supervisor or a member of the Legal Department, except
as otherwise prohibited by law or court order.
16n	in person or by phone to the Company’s Chief Legal
Officer or the head of Internal Audit;	in person or by phone to any member of theCompany’s Board of Directors;	online at take2.ethicspoint.com, or by calling thedesignated hotline number listed below in thissection. The telephone “hotline” is staffed 24 hours
a day, seven days a week, by a communications
specialist employed by an outside company. You
may report anonymously in countries where that ispermitted under local law. However, the Company
encourages you to identify yourself to give theCompany the best opportunity to verify the report
and to conduct a meaningful investigation into thematters raised.

ETHICS POINT HOTLINELOCATION

Australia

TOLL-FREE NUMBER

1-800-76-9163

Canada1-866-404-7401

China

400-888-0493

Czech Republic

800-144-264

Finland0800 416141

France0800-91-8607

Germany

0-800-225-5288, then when prompted, dial 866-404-7401

Hungary

06-800-011-11, then when prompted, dial 866-404-7401

India

000-117, then when prompted, dial 866-404-7401

Ireland

1-800-903-228

Israel

1-809-457-228

Japan00531-11-0445 (KDD)				

0066-33-830675 (Softbank)0034-800-600326 (NTT)		

Netherlands

0800-022-9111, then when prompted, dial 866-404-7401

New Zealand

000-911, then when prompted, dial 866-404-7401

Serbia0-800-800825

Singapore

800-110-2216

South Korea

00308-13-3058

Spain

900-99-0011, then when prompted, dial 866-404-7401

Switzerland

0-800-890011, then when prompted, dial 866-404-7401

Taiwan00-801-102-880, then when prompted, dial 866-404-7401

Turkey0080049240880044

United Kingdom 0808-234-0382
United States

1-866-404-7401

A report of an actual or suspected violation should
be as specific and detailed as possible to allow for properand complete assessment and remediation. Confidentiality
will be maintained to the fullest extent possible, consistent with
the need to conduct an adequate review and address any
violations.
All complaints will be investigated promptly and withdiscretion. At the conclusion of an investigation, remedial
and/or disciplinary action will be taken as appropriate.
Any supervisory personnel who receive a report must
immediately advise the Company’s Chief Legal Officer
by phone or in person, or if not possible or practicable,another member of the Legal Department. Complaints
relating to Accounting Matters will be reviewed with Audit
Committee direction and oversight by the Chief Legal
Officer, head of Internal Audit, or such other persons as
the Audit Committee determines to be appropriate.
No disciplinary, retaliatory or adverse action of any
kind will be taken against any person who in good faithreports an actual or suspected violation of applicablelaw, regulation, or the Code, regardless of whether such
violation is ultimately determined to have occurred. No
Company Employee or other Covered Individual may
interfere or impede in another employee’s making a reportunder this Policy, consistent with relevant law, including
Section 806 of the Sarbanes-Oxley Act or Section 922 of
the Dodd-Frank Act.

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Any suspected violation of law, regulation or
this Code, must be reported. No disciplinary,
retaliatory, or adverse action of any kind will betaken against any person who makes such a reportin good faith.

Although the company encourages internal reportingof potential violations of law or regulation, nothing in thisPolicy, or in any other Company policy or pronouncement,
should be construed to prevent you from reporting
possible violations of law or regulation to an appropriate
governmental agency or governmental entity, making otherdisclosures protected under any whistleblower provisions
provided by law or regulation, or requiring any pre-clearance
from the Company to make such a report or disclosure. Moreinformation regarding the company’s Policy for Reporting
Misconduct can be found here.

19.	Audits; Investigations;

Disciplinary Action
The Company will conduct periodic audits ofcompliance with this Code. Allegations of potential
wrongdoing will be properly investigated and theresults may be reported to the Board (or an appropriate
Committee thereof) and, if necessary, to the appropriate
authorities. While any good faith report of misconduct
will be welcomed, knowingly false accusations of
misconduct will subject the reporting party to disciplinary
action. You are required to cooperate fully with any
internal or external investigation. You must also maintainthe confidentiality of any investigation and related

18

documentation, unless specifically authorized by the Chief
Legal Officer to disclose such information or as otherwise
required by law.
Appropriate internal disciplinary action for any
violation of this Code may include mandatory educationor counselling, oral or written reprimand or warning,a suspension with or without pay, demotion, salary
reduction, dismissal, demand for restitution or civil
action or referral for civil or criminal investigation andprosecution. Disciplinary action may also extend to aviolator’s supervisor insofar as the Company determinesthat the violation involved the participation of thesupervisor or reflected the supervisor’s lack of diligencein requiring compliance with the Code, or the supervisor’s
failure to properly deal with any alleged or actual
violation of the Code. Any action in retaliation against
an Employee or other Covered Individual, who has ingood faith raised any question or concern aboutcompliance with this Code, will not be tolerated by theCompany and will be addressed promptly.
The Company strictly prohibits destroying, concealing,or altering any and all information in any form, whether
hard copy or electronic, or any attempt to assist orcompel others to do so, where such conduct is engaged
in with the intent to obstruct or influence any pending or
anticipated internal or external investigation.

20. R elationship with Other

Company Policies
This Code should be read in conjunction with anyother relevant Company policies. This Code should
not be read to limit any protections or narrow any
prohibitions outlined in any other Company policies.
As with all of the Company’s policies, this Code outlines
the legal obligations Employees and other Covered
Individuals have and self-imposed requirements theCompany has established. This Code is not meant tobe an exhaustive list of matters governing your conduct.
All Employees and other Covered Individuals must
conduct themselves within both the letter and the spiritof this Code and all of the Company’s policies.

21.	Waivers of the Global Code ofBusiness Conduct and Ethics
Any request for a waiver of any standard in thisCode may be granted only by the Board or the Chief
Legal Officer and must be in writing. Only the Board ora designated committee of the Board may grant waivers
involving any of the Company’s Executive Officers or
Directors, and all waivers granted to Executive Officers
and Directors will be disclosed to the Company’s
shareholders. All personnel should be aware that theCompany generally will not grant such waivers and will
do so only when good cause is shown for doing so.

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TAKE-TWO INTERACTIVE SOFTWARE, INC.
110 W 44th Street
New York, NY 10036(646) 536-2842
www.take2games.com

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