DeNA Group Code of Conduct
June 16, 2011
Preamble
On June 16, 2011, the board of directors of DeNA Co., Ltd. (“DeNA”) adopted this codeof conduct (this “Code”).

In addition, all subsidiaries of DeNA have adopted or will

adopt this Code or a code of conduct which is consistent with this Code.

For purposesof this Code, “subsidiary” means a company more than 50% of whose voting rights are
directly or indirectly owned by DeNA (together with DeNA, “DeNA Group”).
All the executives and employees of DeNA Group (“DeNA Group Members”) are
required to read this Code carefully, fully understand its contents, and act inaccordance with this Code under the recognition that each individual represents
his/her company in some way.

If you have any questions on the contents of this Code,please contact the compliance department of DeNA or your company for its
instructions and advice.

Furthermore, DeNA Group Members commit to act inaccordance with the highest ethical standards in every aspect of corporate activities,
whether it is written in this Code or not.
I

Fundamental Principles

1.

Basic Policy of DeNA Group and the Scope of Application

1.1

As a good corporate citizen, DeNA Group will act in accordance with the highest
ethical standards and faithfully comply with, and put into practice, theprovisions of this Code in every aspect of its corporate activities.

1.2

DeNA Group will conduct its businesses in consideration of all stakeholders,which includes its shareholders, customers, business partners, employees, andregional society.

1.3This Code applies to all DeNA Group Members including contract employees,
temporary employees, part-time employees and non-regular employees.

2.

Compliance with Laws and Regulations and Company Rules2.1

DeNA Group Members will comply with all applicable laws and regulations andcompany rules including this Code.

2.2

DeNA Group Members fully recognize that any violation of applicable laws andregulations and/or company rules including this Code will be subject todisciplinary action based on such company rules.

12.3

DeNA Group will establish, maintain and improve the mechanisms to ensurecompliance with applicable laws and regulations and company rules including
this Code, and prevent any breach thereof.

3.

Prohibition and Avoidance of Conflicts of Interest

3.1

In no event, shall DeNA Group Members take any action pursing interests ofself or any third party which may be in conflict with the legitimate interests ofDeNA Group.

3.2

DeNA Group Members will use reasonable care so as not to create a situation
which presents a conflict of interest in the course of daily business operations.

4.

Response to Violation

4-1.

DeNA Group will carry out prompt investigation when it recognizes any
violation of applicable laws and regulations and/or company rules including thisCode, or receives any communication regarding such violation.

4.2

DeNA Group will take proper action against any violation of applicable laws andregulations and company rules including this Code.

Such action includes but is

not limited to corrective actions of violation, penalties for violators, and/orintroduction of preventive measures.
5.

Communication and/or Consultation regarding Violation

5.1

DeNA Group Members are encouraged to communicate or consult with thecontact personnel specified by DeNA or its subsidiary companies with respect toany violation of applicable laws and regulations and company rules including
this Code or suspected violation thereof.

5.2

DeNA Group will establish and operate effective hotline systems.

The contact

personnel who receives communication regarding any violation will proceedwith an investigation regarding such communication with due care foranonymity and confidentiality.

DeNA Group will not tolerate any retaliatory

measures against, or unfair treatment of, anyone who communicates suchviolation.
IIPrinciples for Business Activities

1.

Pursuing customer satisfaction

1-1.

DeNA Group will always pursue customer and consumer satisfaction, andcomply with applicable consumer laws and regulations in providing products

2and services.
2.

Advertising

2-1.

DeNA Group will advertise its services in such way as to properly convey theirvalues and contents without the use of false statements or misleading
expressions.

3.

Fair Trade and Compliance with Antitrust laws

3-1.

DeNA Group will comply with all applicable laws and regulations regarding
antitrust and competition in each countries where it conducts businesses andcommit to contributing to a healthy development of markets through faircompetition with its rivals.

3-2.

DeNA Group Members are encouraged to report to or consult with the legal
department immediately if they find any suspected unfair conduct ortransaction.

4.

Relationship with Business Partners

4.1

Recognizing that our business partners are indispensable for the growth anddevelopment of our business, DeNA Group shall treat each business partnerwith the utmost respect, fairness and sincerity.

4-2

DeNA Group shall respond to each business partner’s request in good faith.

4-3

DeNA Group, in compliance with applicable laws and regulations and consistent
with sound commercial practices, shall establish and maintain mutually
beneficial business relationships with its business partners.

5.

Gift and Business Entertainment

5-1.

DeNA Group shall abide by the criminal laws of each country and comply withapplicable laws and regulations relating to anti-bribery, including, but notlimited to, the U.S. Foreign Corrupt Practices Act.

In no event will DeNAGroup commit any act which may be regarded as bribery or payoff to receive
favorable treatment.
5-2.

DeNA Group Members will always conform to common sense and prudent
commercial practices.

DeNA Group Members will not take any action which

may be regarded as commercial bribery and/or receive any personal benefit frombusiness partners.

3IIIWork Environment Principles

1.

Compliance with Labor Laws and Regulations

1-1.

DeNA Group shall comply with all applicable labor laws and regulations incountries it conducts its business and shall ensure a healthy and safe workplaceenvironment for its employees.

1-2.

DeNA Group shall not require its employees to work involuntarily, and shall notuse child labor under any circumstances.

2.

Respecting Human Rights and Appreciating Diversity

2-1.

DeNA Group shall respect fundamental human rights of all people and shallhave an appreciation of cultural and/or regional differences and diversity in its
business operations.

3.

Equal Opportunity Employment and Prohibition against Harassment andDiscrimination

3.1

DeNA Group will not tolerate any type of harassment including, but not limited
to sexual harassment, or discrimination on the grounds of race, religion, gender,
age, nationality, origin, disability and/or other factors.

3.2

DeNA Group will endeavor to ensure equal opportunities in its recruitment
activities and treatment of its executives and employees.

4.

Safety and Health

4.1

DeNA Group will provide a safe and healthy workplace environment for DeNAGroup Members and visitors, including, but not limited to its business partners.

5.

Prohibition of Drug Use etc.

5.1

DeNA Group Members shall not sell, buy or use any illegal drugs in any event
whatsoever.

5.2

DeNA Group Members acknowledge that driving or working under the influenceof alcohol, or any other prohibited substances may cause serious harm tothemselves, their companies and/or third parties, and shall strictly refrain fromsuch driving and working.

IVPrinciples regarding Company Assets and Information

4

1.

Appropriate Use and Maintenance of Company Assets

1-1.

DeNA Group Members shall endeavor to use company assets, whether tangible
or intangible, with legitimate authority and purpose, manage and protect its
assets properly, and endeavor to maintain their value.

2.

Protecting Intellectual Property Rights and Respecting Third Party Rights

2.1

DeNA Group recognizes that its intellectual property rights are especially
important for its business activities and shall protect such intellectual property
rights with utmost vigor.

2.2

DeNA Group will fully respect third party rights and will not intentionallyinfringe or misappropriate such rights.

3.

Fair Disclosure

3.1

DeNA will ensure timely and fair disclosure to its shareholders and markets inaccordance with applicable laws and regulations.

4.

Public Statements

4-1.

When DeNA Group Members make statement which may be regarded as theofficial view of the company, they will make such statement through authorized
departments such as corporate communications department or with appropriate
confirmation and approval of such department.

4-2.

DeNA Group Members will use sufficient care with statements regarding DeNAGroup so as not to impair DeNA Group’s reputation.

5.

Prohibition of Insider Trading

5.1

DeNA Group Members shall not sell or buy stocks or shares of any company
when they know nonpublic material information of such company, whether such
nonpublic material information is regarding a DeNA Group company or any
other company.

5-2.

DeNA Group Members shall follow necessary procedures in accordance withcompany rules when they sell or buy DeNA shares.

Furthermore, they will use

utmost care so as not to induce insider trading by relevant parties including
family members.

5

6.

Protection of Confidential Information and Personal Information

6-1.

DeNA Group fully respects the privacy of individuals and properly treats allpersonal information it collects and maintains in compliance with applicablelaws and regulations and its company rules.

6.2

Under the recognition that confidential information of DeNA is an important
asset of the company, DeNA Group Members will use such confidential
information only for legitimate purposes and will not disclose or divulge to any
third party without appropriate authorization from authorized personnel.

Inaddition, DeNA Group Members will treat confidential information of any third
party with at least the same degree of care.
6.3

DeNA Group will make every effort to establish, operate and maintain proper
information security systems in order to ensure information security.

7.

Accurate Recording

7.1

DeNA Group Members recognize that accuracy and completeness of company
records, including, but not limited to accounting books, is vital especially for
financial reporting in accordance with applicable laws and regulations andaccounting principles, and will avoid any false or incorrect entries and ensure
accuracy and completeness of such records.

VPrinciples for Social Responsibilities

1.

Protection of Children and Young People

1-1.

DeNA Group fully recognizes the influence of its business activities on children
and young people and will establish and operate internal systems for theprotection of children and young people.

1-2.

DeNA Group will endeavor to maintain and improve the soundness of services it
provides and proactively commits to activities relating to sound upbringing ofchildren and young people.

2.

Conservation of Environment2-1.

In order to contribute to building sustainable societies, DeNA Group will
endeavor to decrease the burden on the environment in every aspect of its
business activities and engage in environmental conservation activities.

3.

Contribution to Regional Society

63.1As a member of a regional society, DeNA Group will engage in activities forregional contributions.

4.

Rejection of Relationship with Antisocial Groups and Organizations

4-1.

DeNA Group will take a resolute attitude against unreasonable request fromantisocial groups or organizations and shall never try to solve conflicts byoffering money or other benefit.

7