Notice of Grant of Stock Options (20th-(3) Round) (Subscription Rights to Shares)

	November 9, 2021
Name of Company:	NEXON Co., Ltd.
Representative:	Owen Mahoney, Representative
	Director, Chief Executive Officer and
	President
	(Stock Code: 3659, TSE First Section)
Contact:	Shiro Uemura, Representative Director
	and CFO
Telephone:	03-6629-5318

Notice of Grant of Stock Options (20th-(3) Round) (Subscription Rights to Shares)

NEXON Co., Ltd. (the "Company") announced that, pursuant to the provisions of Articles 236, 238 and 239 of the Companies Act and the resolution of the Company's 19th Annual General Meeting of Shareholders convened on March 25, 2021, the following matters were decided by resolution of the Company's Board of Directors regarding the granting of stock options, or subscription rights to shares, to be issued under preferential terms to persons other than the Company's shareholders.

1. Persons to whom subscription rights to shares will be granted

		Number of	Number of Options
		Individuals
Employees of NEXON		1	100,000
Employees of NEXON's	wholly-owned	1	15,000
subsidiaries
TOTAL		2	115,000

2. Guidelines for issuance of subscription rights to shares

(1) Class and number of shares to be issued upon exercise of subscription rights to shares

115,000 shares of common stock of the Company

In the event that the Company splits its common stock (including allotment of its common stock without compensation) or consolidates its common stock, the number of shares to be issued upon exercise of each unit of subscription rights to shares shall be adjusted according to the formula outlined below; provided however, that such adjustment shall be made only to those subscription rights that remain unexercised at the time of such adjustment.

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Number of shares after adjustment = (number of shares before adjustment) x (ratio of split or consolidation)

In the event that the Company conducts a merger, a company split, a share exchange, share transfer or share delivery, or when there is any other inevitable reason necessitating an adjustment of the number of shares, the number of shares shall be adjusted within a reasonable scope upon consideration of the conditions and other matters pertaining to the merger, company split, share exchange, share transfer or share delivery.

1. Number of subscription rights to shares to be issued 115,000 units
   The number of shares to be issued upon exercise of each subscription right to shares ("Number of Granted Shares") shall be 1 shares of common stock of the Company. In the case the number of shares is adjusted as provided in (1) above, the Number of Granted Shares shall also be adjusted.
2. Cash payment in consideration of subscription rights to shares
   No cash payment is required in consideration of subscription rights to shares.
3. Value of the assets to be contributed upon exercise of subscription rights to shares The amount of the assets to be contributed upon exercise of subscription rights to shares shall be the amount obtained by multiplying the amount to be paid in for each share to be issued upon exercise of such subscription rights to shares ("Exercise Price") by the number of shares to be issued upon exercise of such subscription rights to shares.
   The Exercise Price shall be the closing price of the common stock of the Company in regular trading on the Tokyo Stock Exchange on the date of grant of subscription rights to shares ("Grant Date").
   In the event that the Company carries out a stock split (including allotment of its common stock without compensation) or a consolidation of its common stock after the Grant Date, the Exercise Price shall be adjusted according to the following formula. Any fraction of less than one yen shall be rounded up.

Exercise Price	=	Exercise Price	x	1
after adjustment	before adjustment	ratio of split or
				consolidation

In the event that the Company conducts a merger, a company split, a share exchange, share transfer or share delivery, or when there is any other inevitable reason necessitating an adjustment of Exercise Price, Exercise Price shall be adjusted within a reasonable scope upon consideration of the conditions and other matters pertaining to the merger, company split, share exchange, share transfer or share delivery.

1. Exercise period of subscription rights to shares
   The exercise period shall commence on the Grant Date and terminate after ten years therefrom. In the event that the last date of the exercise period is a non-business day of the Company, the last date of the exercise period shall be the business day

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immediately preceding such date.

1. Conditions for exercise of subscription rights to shares
   A person must be a director or an employee of the Company or its subsidiaries at the time of the exercise to be eligible, except when a director or an employee of the Company or its subsidiaries loses his or her position as a director or employee due to resignation or retirement, dismissal or discharge (excluding punitive dismissal or any other similar event), or death or disability, or when there is any other due reason specifically provided by the Board of Directors.
2. Treatment of a fraction less than one share resulting from the exercise of subscription rights to shares
   Any fraction less than one share included in the number of shares to be issued to the holders of subscription rights to shares who have exercised subscription rights to shares will be rounded down.
3. Treatment of subscription rights upon a restructuring or other activities
   When approval is granted for proposals i), ii), iii), iv) or v) below by a resolution of the General Meeting of Shareholders (or, if a resolution of the General Meeting of Shareholders is not required, then when approval is granted by a resolution of the Board of Directors of the Company), the Company may acquire subscription rights to shares without charge on the date specifically stipulated by the Board of Directors:
4. 1. Proposal for the approval of a merger agreement in which the Company will not be the surviving entity;
   2. Proposal for the approval of a corporate demerger agreement or a corporate demerger plan for the Company;
   3. Proposal for the approval of a share-for-share exchange agreement or a share transfer plan in which the Company will become a wholly-owned subsidiary of another company;
   4. Proposal for the approval of an amendment to the Articles of Incorporation to make provisions concerning all shares issued by the Company requiring the Company's approval for the acquisition of such shares through transfer ; or
   5. Proposal for the approval of an amendment to the Articles of Incorporation to make provisions concerning underlying shares of subscription rights to shares (a) requiring the Company's approval for the acquisition of such shares through transfer, or (b) allowing the Company to acquire all shares of the relevant class upon resolution of the General Meeting of Shareholders.
5. Restriction on the acquisition of subscription rights to shares by transfer
   Any acquisition of subscription rights to shares by transfer shall require approval of the Board of Directors of the Company by resolution.
6. Matters concerning the amount of capital and capital reserve increased by the issuance of shares upon exercise of subscription rights to shares:
7. 1. The amount of capital increased by the issuance of shares upon exercise of subscription rights to shares shall be one-half of the amount of the maximum limit on the increase in capital as calculated pursuant to Article 17, Paragraph 1 of the Company Accounting Ordinance. Any fraction of less than one yen shall be rounded up.
   2. The amount of capital reserve increased by the issuance of shares upon exercise of subscription rights to shares shall be the amount of the maximum limit on the

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increase in capital provided in i) above, reduced by the amount of increased capital stipulated in i) above.

1. Grant Date November 17, 2021
2. Bank handling payments for the exercise of subscription rights to shares and its location
   Sumitomo Mitsui Banking Corporation, Tokyo Chuo Branch (Address: 2-7-1 Nihombashi, Chuo-ku, Tokyo)

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