Securities code: 3659 March 11, 2013 To Shareholders with Voting Rights 2-3-1 Shinkawa, Chuo-ku, Tokyo NEXON Co., Ltd. Representative Director/President Seungwoo Choi

Notice of the 11th Ordinary General Meeting of Shareholders Dear Shareholders: You are cordially invited to attend the 11th Ordinary General Meeting of Shareholders. The meeting details and agenda are as outlined below.

If you are unable to attend the meeting, you may exercise your voting rights in writing. Please review the General Shareholders Meeting agenda described below and return the Voting Rights Exercise Form with your vote by 7pm on Monday, March 25, 2013. Notice 1. Date &Time: 10:00 a.m., Tuesday, March 26, 2013 2. Location: Tokyo Sankei Building At Otemachi Sankei Plaza on 4th Floor 1-7-2, Otemachi, Chiyoda-ku, Tokyo (Please be aware that this is a different location from the last year and refer to the location map on the last page of this document) 3. Agenda: Matters to be reported: 1) Business Report and Consolidated Financial Statements for the 11th fiscal year (from January 1, 2012 to December 31, 2012), and audit results on the Consolidated financial statements by the Independent Auditors and the Board of Statutory Auditors. 2) Non-consolidated Financial Statements for the 11th fiscal year (from January 1, 2012 to December 31, 2012). Proposals to be voted on: Proposal No. 1: Selection and appointment of six (6) directors Proposal No. 2: Issuance of subscription rights to shares as stock options to the Company’s directors and employees Proposal No. 3: Amount of directors’ remuneration in the form of equity-based compensation stock options and the decision on the contents ········································································································································· If attending the meeting in person, please submit the enclosed Voting Rights Exercise Form to the receptionist.

Shareholders may exercise voting rights by proxy by assigning his or her voting rights to another shareholders with voting rights designated to act as his or her representative, provided that the document certifying his or her power of representation is submitted to the Convener.

The notes to consolidated financial statements and non-consolidated financial statements are not included in the notice of the 11th Ordinary General Meeting of Shareholders as the Company discloses them on the website (http://ir.nexon.co.jp/stock/meeting.html) in accordance with relevant laws and regulations and provisions of Article 16 of the Company’s Articles of Incorporation.

Should there be any amendments or changes to the reference materials for the General Meeting of Shareholders, Business Report, Financial Statements and Consolidated Financial Statements, the Company shall notify its shareholders via the Company’s website (http://ir.nexon.co.jp/stock/meeting.html).

－ 1 － (Reference Materials）

Business Report (From January 1, 2012 to December 31, 2012)

1. Current Status of the Corporate Group (1) Business summary for the current fiscal year c Outline and results of business operations During the current consolidated fiscal year, the world economy witnessed a gradual recovery trend which was impeded by the impact of Europe’s fiscal and financial problems as well as the slowdown of exports and domestic demand in emerging markets.

In Asia, China continued to grow steadily through exports and the increase in private consumption despite speculation about an economic slowdown. The Japanese economy has been slowly recovering despite the slowdown of exports as private spending – sluggish since the East Japan Earthquake – has started to pick up. In the United States, housing construction has remained at low level but the economy has slowly begun to recover, supported by private consumption.

The Group is engaged in PC online game business and mobile game business, and has been striving to satisfy users by developing high quality games, acquiring excellent contents, and publishing new game titles as well as updating existing game titles.

As a result of our efforts, we recorded Net sales of ¥108,448 million (an increase of 23.8% year-on-year); Operating income of ¥47, 874 million (an increase of 25.2% year-on-year); Ordinary income of ¥44,541 million (an increase of 20.7% year-on-year); and, Net income of ¥25,401 million yen (a decrease of 1.4% year-on-year) for the consolidated fiscal year ended December 31, 2012.

Performance results by reportable segments presented as Net sales to third party customers are as follows:

i) Japan In Japan, net sales from existing game titles of PC online games decreased except for certain titles. However, sales from inBlue.inc, acquired in June 2012, and gloops, Inc., acquired in October 2012, contributed to Net sales of ¥19,189 million and Segment income of ¥1,707 million. ii) Korea In Korea, significant increases in Royalty revenue from Chinese publishers of “Dungeon and Fighter” and successful updates of existing game titles such as “Sudden Attack” contributed to Net sales of ¥78,482 million and Segment income of ¥43,940 million. iii) China In China, Net sales and Segment income were ¥3,730 million and ¥2,405 million, respectively, due to the increase in Consulting revenue resulting from strong PC online game market in China. iv) North America North America segment recorded Net sales and Segment loss of ¥5,056 million and ¥562 million, respectively, due to decreased sales from existing game titles. v) Other In other segments, Net sales and Segment income increased from the previous year to ¥1,989 million and ¥430 million, respectively.

Net sales by user location was ¥48,390 million (an increase of 47.6% year-on-year) in China, ¥28,744 million (an increase of 0.5% year-on-year) in Korea, ¥19,192 million (an increase of 47.5% year-on-year) in Japan, ¥5,371 million (a decrease of 15.2% year-on-year) in North America, and ¥6,749 million (a decrease of 1.6% year-on-year) in Other.

In Japan, sales from mobile game developers acquired during the year including inBlue.inc and gloops, Inc. made a large contribution and increased the Japan’s sales by user location, resulting in the rise of Japan’s percentage in the Group’s sales by user location. Sales ratio by user location for the second and fourth quarter of the current consolidated fiscal year which tend to show similar seasonal characteristic was as follows:

－ 2 －

Second quarter of the Fourth quarter of the current consolidated current consolidated fiscal Region fiscal year year Amount Ratio Amount Ratio (¥ million) (%) (¥ million) (%) China 10,737 46.9 11,074 35.8 Korea 6,251 27.3 7,057 22.8 Japan 2,826 12.4 10,037 32.4 North America 1,515 6.6 1,117 3.6 Other 1,545 6.8 1,651 5.4 Total 22,876 100.0 30,937 100.0

d Capital expenditure Total capital expenditure of the Group during the current consolidated fiscal year amounted to ¥5,007 million.

The major components include building construction cost of ¥1,328 million (Pangyo district) by NEXON Korea Corporation, a subsidiary, and PC online game and mobile game equipment (e.g. server equipment) of ¥1,785 million, and software for internal use (game related) of ¥854 million.

A Korean subsidiary NEXON Korea Corporation previously purchased land for a company building in Yeoksam-dong, Kangnam-gu, Seoul in order to integrate dispersed organizations and establish comfortable working environment. However, the Kangnam office development project was cancelled and land was sold (carrying value: ¥10,705 million) due to the excessive construction period and investment amounts and based on the decision that it is appropriate to secure liquidity by reducing the fixed assets and focus the company resources on the main business for the purpose of improving the corporate value, considering the recent change in economic conditions and increased competition in the game industry. e Financing The Company borrowed ¥49,672 million of long-term loans payable from Sumitomo Mitsui Banking Corporation to fund new investments. f Business transfers, absorption-type splits, or incorporation-type splits Not applicable. g Businesses transferred from other companies Not applicable. h Rights and obligations related to other companies assumed as a result of absorption-type mergers or splits NEXON Korea Corporation and NEXON Mobile Corporation, consolidated subsidiaries of the Company, executed an absorption-type merger with NEXON Korea Corporation as a surviving company effective as of May 1, 2012. i Acquisition or disposition of shares, other equity interests or subscription rights to shares of other companies The Company acquired all shares of inBlue.inc on June 29, 2012 and included the company as a subsidiary.

The Company acquired all shares of gloops, Inc. on October 1, 2012 and included the company as a subsidiary.

－ 3 － (2) Assets and Profit/Loss for the most recent three fiscal years

11th Fiscal Year 10th Fiscal 8th Fiscal Year 9th Fiscal Year (Current Year (Ended (Ended consolidated Accounts (Ended December 31, December 31, fiscal year ) December 31, 2009) 2010) (Ended 2011) December 31, 2012) Net sales (Millions of yen) 51,572 69,781 87,613 108,448 Ordinary income (Millions of 22,351 28,479 36,905 44,541 yen) Net income (Millions of yen) 17,659 21,638 25,755 25,401

Net income per share (Yen) 5,004.15 6,131.79 71.65 58.71

Total assets (Millions of yen) 94,530 123,717 235,765 313,928

Net assets (Millions of yen) 45,895 66,904 177,886 214,925

Net assets per share (Yen) 12,937.33 17,714.50 408.28 483.45

(Notes)1. As of July 21, 2011 during the 10th fiscal year, the Company executed a share split at the ratio of 100-for-1 for common stock. Net income per share is calculated based on the assumption that the stock split had taken place at the beginning of the period. 2. The Company prepared consolidated financial statements pursuant to the provisions of Article 444 of the Companies Act for the first time for the 10th fiscal year. Accordingly, the figures for the 8th and 9th fiscal years were based on consolidated financial statements that have not been audited by statutory auditors or independent auditors pursuant to the provisions of Paragraph 4 of the above Article.

(3) Current status of the major parent company and subsidiaries c Parent company The Company’s parent company is NXC Corporation, which owns 210,631 thousand shares, or voting rights ratio of 48.36%, of the Company. NXC Corporation and its subsidiaries, except for the Group, engage in investment businesses and other businesses that are not related to PC online game business which is the Company’s primary business. And NXC Corporation has executed a non-compete agreement stipulating that the company shall not engage in any businesses that may compete with the PC online game business of the Group.

d Major subsidiaries Voting rights owned Name Capital by the company Main business PC online game development/ NEXON Korea KRW ％ Corporation 32,000 million 100 publishing PC online games and publication licensing in Korea Provision of necessary infrastructure to publishing Lexian Software US$4,100 Development thousand 100 companies and consulting (Shanghai) Co., Ltd. services for game publishing in China PC online game publishing in NEXON America, Inc. US$210 100 the North America region

PC online game publishing in NEXON Europe S.à.r.l. EUR1,500 100 thousand Europe KRW NEOPLE INC 175 million 100 PC online game development

gloops, Inc. ¥26 million 100 Social application business

－ 4 － (4) Business to Be Addressed The Company has identified the following areas of focus in order to maintain our competitive position in the PC online game market and continue to grow in the future:

c Provision of exciting contents The key to success in the game business is the quality of the contents. In order for us to keep growing, we cannot depend on the success of our popular existing game titles, including “MapleStory” which will mark the 25th anniversary in 2013, but we must continue our efforts to respond promptly to the market trend, and create and offer exciting contents which meet users demands.

For that purpose, the Group intends to further enhance the platform to develop and publish game titles that can offer users “the greatest pleasure and special experience” as stated in our management philosophy, through our efforts such as strengthening the game management capability, enhancing development capability within the Group, forming a partnership, including co-development, with other game developers, and acquiring experienced game developers.

d Expansion of mobile game business The Group believes that it is imperative to swiftly expand our business in the mobile game market which is rapidly growing as a result of the dissemination of smart phones as well as the development of more extended and faster communication infrastructures.

During the current consolidated fiscal year, the Group expanded the mobile game business to a certain extent by consolidating inBlue.com and gloops, Inc., and we intend to further expand our mobile game business by further strengthening our competitiveness in areas where we already have advantages as well as converting existing popular game titles to mobile versions and acquiring other companies.

e Strengthening overseas business In light of the growth of the PC online game and mobile game markets primarily in Korea, China, North America and Europe, we believe expanding into the overseas market is one of the key factors for the Group’s further growth.

The Group has already established a structure to publish PC online games globally by setting up overseas subsidiaries in major regions including Korea, the United States, and Europe and forming partnership relationships with major local enterprises in countries such as China. In the future, the Group is determined to pursue opportunities to expand our overseas businesses more aggressively in the biggest markets of Korea and China, as well as in North America and Europe, where future growth is expected, by taking advantage of our experience in conducting business in overseas markets.

④ Strengthening information security The Group provides PC online game service which handles game data and users’ personal information through the information system, and accordingly, it is required to maintain the highest level of information systems infrastructure to prevent illegal access or illegal use by external parties, and to enhance information security structure including internal information management organization.

The Group has been focusing on enhancement of the information security structure through the group- wide enhancement of the organization in terms of information security and implementation of cutting- edge information systems, and is determined to make continued efforts to strengthen the overall information security structure in order to provide our users with reliable and secure services.

(5) Principal Business (as of December 31, 2012) PC online game business and mobile game business

－ 5 － (6) Major Office and Factories (as of December 31, 2012) Office and Name Location factories The Company Head office Chuo-ku, Tokyo

NEXON Korea Corporation Head office Seoul, Korea

Lexian Software Development Shanghai, People’s Head office (Shanghai) Co., Ltd. Republic of China

NEXON America, Inc. Head office California, U.S.A.

NEXON Europe S.à.r.l. Head office Luxembourg

NEOPLE INC Head office Seoul, Korea

gloops, Inc. Head office Minato-ku, Tokyo

(7) Employees (as of December 31, 2012) c Employees of the Group Changes from the previous consolidated fiscal Number of employees year-end 4,187（289） Increase by 767（Decrease by 11）

(Note) 1. Figures above represent full-time employees, and figures in parenthesis represent average number of part-time and fixed-term employees during the year. 2. The increase during the last 12 months results mainly from the acquisition of inBlue.com (28), the acquisition of gloops, Inc. (345) and recruitment during the year associated with the business expansion.

d Employees of the Company Number of Changes from the Average service employees previous year-end Average age years 251 Increase by 24 31.8 years old 2.9 years

（ ） (8) Major Lenders as of December 31, 2012 Lenders Amount of loan payable Sumitomo Mitsui Banking Corporation ¥51,672 million Resona Bank, Ltd. 449 million

(9) Other material facts concerning the current status of the Group Not applicable.

－ 6 － 2. Current Status of the Company (1) Shares (as of December 31, 2012) c Total number of authorized shares: 1,400,000,000 shares d Number of shares issued and outstanding: 435,539,900 shares (Notes) As a result of exercise of stock options, the number of shares issued and outstanding increased by 9,407 thousand shares. e Number of shareholders 9,459 f Major shareholders (Top 10) Number of shares Name of shareholders owned Ratio (Thousand shares) NXC Corporation 210,631 48.36％

NXMH B.V.B.A. 60,593 13.91

CBHK-KOREA SECURITIES DEPOSITORY- 24,967 5.73 SAMSUNG STATE STREET BANK AND TRUST COMPANY 11,698 2.68

Min Seo 10,557 2.42

NXMH B.V. 8,349 1.91

Seungchan Lee 5,500 1.26

Japan Trustee Services Bank, Ltd. (trust account) 5,069 1.16

Sangbeom Kim 5,000 1.14

NORTHERN TRUST CO. (AVFC) SUB A/C 5220 4,276 0.98

(Note) No treasury stock is held.

－ 7 － (2) Subscription Rights to Shares c Subscription rights to shares granted to officers of the Company as considerations for services provided (as of December 31, 2012) Subscription Rights (1) Subscription Rights (2-1) Date of resolution to issue August 23, 2007 September 28, 2009 Number of subscription rights to shares 1,060 units 300 units

Common stock 1,060,000 shares Common stock 300,000 shares Class and number of underlying shares (1,000 shares per unit) (1,000 shares per unit)

No payment is required in No payment is required in Cash paid for subscription rights exchange for subscription rights exchange for subscription rights

¥153,000 per unit ¥300,000 per unit Exercise price (¥153 per share) (¥300 per share)

From: December 14, 2011 From: December 14, 2011 Exercise period To: September 30, 2015 To: September 30, 2015 Conditions on exercise Notes 1 and 2 Notes 1 and 2 Number of Number of subscription rights 1,060 units subscription rights 300 units Directors (excluding Number of 1,060,000 Number of 300,000 outside directors) underlying shares shares underlying shares shares Number of holders 2 persons Number of holders 1 person Number of －unit Number of －unit Status of subscription rights subscription rights holding Outside directors Number of － Number of － by underlying shares share underlying shares share officers Number of holders －person Number of holders －person Number of － Number of － subscription rights unit subscription rights unit Statutory auditors Number of － Number of － underlying shares share underlying shares share Number of holders －person Number of holders －person

(Notes)1. In principle, holders of subscription rights to shares must continue to be director or employee of the Company or its subsidiary from the date of allocation up to the date of exercise to be eligible to exercise the right. 2. Partial exercise of subscription rights to shares is not allowed.

－ 8 － Subscription Rights (3-1) Subscription Rights (3-3) Date of resolution to issue October 20, 2010 June 17, 2011 Number of subscription rights to 300 units 100 units shares

Class and number of underlying Common stock 300,000 shares Common stock 100,000 shares shares (1,000 shares per unit) (1,000 shares per unit)

No payment is required in No payment is required in Cash paid for subscription rights exchange for subscription rights exchange for subscription rights

¥640,000 per unit ¥640,000 per unit Exercise price (¥640 Yen per share) (¥640 per share)

From: December 14, 2011 From: December 14, 2011 Exercise period To: September 30, 2015 To: September 30, 2015 Conditions on exercise Notes 1 and 2 Notes 1 and 2 Number of Number of 300 units 100 units subscription rights subscription rights Directors (excluding Number of 300,000 Number of 100,000 outside directors) underlying shares shares underlying shares shares Number of holders 2 persons Number of holders 1 person Number of Number of －unit －unit Status of subscription rights subscription rights holding Number of Number of Outside directors －share －share by underlying shares underlying shares officers Number of holders －person Number of holders －person Number of Number of －unit －unit subscription rights subscription rights Number of Number of Statutory auditors －share －share underlying shares underlying shares Number of holders －person Number of holders －person (Notes)1. In principle, holders of subscription rights to shares must continue to be director or employee of the Company or its subsidiary from the date of allocation up to the date of exercise to be eligible to exercise the right. 2. Partial exercise of subscription rights to shares is not allowed.

－ 9 － Subscription Rights (5-1) Date of resolution to issue August 17, 2012 Number of subscription rights to shares 920 units

Common stock 920,000 shares Class and number of underlying shares (1,000 shares per unit)

No payment is required in exchange Cash paid for subscription rights for subscription rights

¥1,367,000 per unit Exercise price (¥1,367 Yen per share)

(Qualified stock option) From: August 19, 2014 To: September 5, 2018 Exercise period (Non-qualified stock option) From: September 6, 2012 To: September 5, 2018 Conditions on exercise Notes 1 and 2 Number of subscription rights 900 units Directors (excluding Number of 900,000 shares outside directors) underlying shares Number of holders 3 persons Number of Status of subscription rights 20 units holding Number of Outside directors 20,000 shares by underlying shares officers Number of holders 2 persons Number of subscription rights －unit Number of Statutory auditors －share underlying shares Number of holders －person (Notes)1. In principle, holders of subscription rights to shares must continue to be director or employee of the Company or its subsidiary from the date of allocation up to the date of exercise to be eligible to exercise the right. 2. Partial exercise of subscription rights to shares is not allowed.

－ 10 － d Subscription rights to shares granted to employees as considerations for services provided during the current fiscal year Subscription Rights (5-1) Subscription Rights (5-2)

Date of resolution to issue August 17, 2012 September 20, 2012 Number of subscription rights 11,703 units 77 units to shares

Class and number of Common stock 11,703,000 shares Common stock 77,000 shares underlying shares (1,000 shares per unit) (1,000 shares per unit)

Cash paid for subscription No payment is required in exchange No payment is required in exchange rights for subscription rights for subscription rights

¥1,367,000 per unit ¥1,367,000 per unit Exercise price (¥1,367 per share) (¥1,367 per share)

(Qualified stock option) From: August 19, 2014 To: September 5, 2018 From: September 20, 2012 Exercise period (Non-qualified stock option) To: September 19, 2018 From: September 6, 2012 To: September 5, 2018 Conditions on exercise Notes 1 and 2 Notes 1 and 2 Number of Number of subscription rights 830 units subscription rights － unit Employees of the Number of Number of Company underlying shares 830,000 shares underlying shares －share Status of Number of holders 18 persons － holding by Number of holders person employees Number of Number of Officers and subscription rights 10,873 units subscription rights 77 units employees of Number of Number of subsidiaries underlying shares 10,873,000 shares underlying shares 77,000 shares Number of holders 186 persons Number of holders 1 person (Notes)1. In principle, holders of subscription rights to shares must continue to be director or employee of the Company or its subsidiary from the date of allocation up to the date of exercise to be eligible to exercise the right. 2. Partial exercise of subscription rights to shares is not allowed.

(3) Other material facts concerning subscription rights to shares Not applicable.

－ 11 － (4) Corporate officers c Directors and statutory auditors (as of December 31, 2012) Post and Responsibility Name Material Posts Concurrently Held

Director of Lexian Software Development (Shanghai) Co., Ltd. President and CEO Seungwoo Choi Director of NEXON Europe S.à.r.l.

Director of NEXON Korea Corporation Director, CFO and Chief Owen Mahoney Director of NEXON America, Inc. Administrative Officer Director of inBlue.com Director of NEXON America, Inc. Director Jiwon Park Director of NEXON Europe S.à.r.l. Director of NEOPLE Inc. Representative director of NXC Director Jungju Kim Corporation:

Director of Spline Network Inc. Director Satoshi Honda Director of Software Imaging Technology Limited

Managing partner of Oh-Ebashi LPC & Director Shiro Kuniya Partners

Full-time statutory auditor Toshishige Tanaka

Statutory auditor Iwao Ohtomo Representative of Ohtomo Accounting Firm

Statutory auditor Ryoji Mori Partner of Eichi Law Offices, LLC.

(Notes)1. Satoshi Honda and Shiro Kuniya are outside directors. 2. Toshishige Tanaka, Iwao Ohtomo and Ryoji Mori are outside statutory auditors. 3. Statutory auditor Iwao Ohtomo is a certified public accountant and has substantial knowledge about finance and accounting. 4. The Company has appointed statutory auditor Ryoji Mori as the independent officer pursuant to the regulations of the Tokyo Stock Exchange and reported such appointment to the Exchange.

－ 12 － d Director or statutory auditor resigned during the year

Title, responsibility and material post Date of Reason of Name concurrently held at the time of resignation resignation resignation

Director Expiration Min Seo March 27, 2012 Representative Director of NEXON Korea of the term Corporation

Director Expiration Director of NEXON Korea Corporation Kyungtaek Han March 27, 2012 of the term Director of Lexian Software Development (Shanghai) Co., Ltd.

e Remuneration for directors and statutory auditors (i) Total amount of remuneration for the current fiscal year Amount of Post Number remuneration Directors 6 155 million yen (in which outside directors) (2) (9 million yen) Statutory auditors (in which outside 3 12 million Yen auditors) (3) (12 million yen) Total 9 168 milling yen (for outside officers) (5) (21 million yen)

(Notes)1. The number of directors above includes one director who resigned effective at the end of the 10th ordinary general meeting of shareholders held on March 27, 2012. And it excludes one director who held the office and one director who resigned during the current fiscal year as they were unpaid directors. 2. Amount of remuneration to directors does not include employee remuneration paid to those directors who serve the company as directors and employees simultaneously. 3. Maximum amount of annual remuneration to directors was resolved at the 9th ordinary general meeting of shareholders held on March 30, 2011 to be less than 500 million yen, excluding the amount paid as employee compensation. In addition, maximum amount of the annual remuneration in the form of stock options was resolved separately at the 10th ordinary general meeting of shareholders held on March 27, 2012 to be less than 1,000 million yen. 4. Maximum amount of annual remuneration to statutory auditors was resolved at the 9th ordinary general meeting of shareholders held on March 30, 2011 to be less than 50 million yen. 5. Amount of remuneration to directors includes the following: • 44 million yen worth of remuneration in the form of stock options (0 million yen to 2 outside directors)

(ii) Retirement allowance for officers paid during the current fiscal year Not applicable.

(iii) Total amount of officers’ remuneration paid to outside officers by the parent company or subsidiaries Not applicable. f Matters concerning outside officers i) Material concurrent positions of other corporations and the relationship between such companies and the Company Mr. Satoshi Honda, Director, is Director of Spline Network Inc. and Director of Software Imaging Technology Limited. There exists no special relationship between the Company and the subject companies.

Mr. Shiro Kuniya, Director, is Managing partner of Oh-Ebashi LPC & Partners. There exists no special relationship between the Company and the subject law firm.

Mr. Iwao Ohtomo, Statutory auditor, is Representative of Ohtomo Accounting Firm. There exists no special relationship between the Company and the subject accounting firm.

－ 13 － Mr. Ryoji Mori, Statutory auditor, is a partner of Eichi Law Offices, LLC. There exists no special relationship between the Company and the subject law firm.

ii ) Major activities during the current fiscal year Attendance and Participation Mr. Honda attended all 14 meetings of the board of directors that were held after he was appointed during Satoshi the current fiscal year. Mr. Honda participated in Director Honda discussions, as necessary, concerning items on agenda as well as general deliberations with extensive experience in the game industry. Mr. Kuniya attended all 14 meetings of the board of directors that were held after he was appointed during the current fiscal year. Mr. Kuniya participated in Shiro Director discussions, as necessary, concerning establishment and Kuniya maintenance of the Company’s compliance system and legal aspect of items on agenda from the viewpoint of legal counsel. Mr. Tanaka attended every meeting of the board of directors and statutory auditors that were held 19 times and 12 times, respectively, during the current fiscal year. Statutory Toshishige Mr. Tanaka participated in discussions, as necessary, Auditor Tanaka concerning items on agenda as well as general deliberations from the viewpoint of full-time statutory auditor. Mr. Ohtomo attended every meeting of the board of directors and statutory auditors that were held 19 times Statutory and 12 times, respectively, during the current fiscal year. Iwao Auditor Mr. Ohtomo participated in discussions, as necessary, Ohtomo concerning monthly performance and corporate acquisitions from the professional viewpoint of certified public accountant. Mr. Mori attended 16 of the total 19 meetings of the board of directors and 11 of the total 12 meetings of Statutory statutory auditors, respectively, during the current fiscal Auditor Ryoji Mori year. Mr. Mori participated, as necessary, in discussions, as necessary, concerning establishment and maintenance of the Company’s compliance system and legal aspect of items on agenda from the viewpoint of legal counsel.

(iv) Summary of the limited liability agreement Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act and Article 28 of the Company’s articles of incorporation, the Company and each of the outside directors entered into an agreement to limit the liability for damages provided for in Article 423, Paragraph 1 of the Companies Act.

Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act and Article 36 of the Company’s articles of incorporation, the Company and each of the outside statutory auditors entered into an agreement to limit the liability for damages provided for in Article 423, Paragraph 1 of the Companies Act.

The limit of liability for damages under the agreement described above is ¥2.4 million, or the amount provided for in Article 425, Paragraph 1 of the Companies Act, whichever is higher.

(v) Opinion of the outside officers concerning the contents Not applicable.

－ 14 － (5) Accounting Auditors c Name: PricewaterhouseCoopers Aarata

d Amount of remuneration Amount of remuneration Amount of remuneration paid to the auditors for the current fiscal year ¥ 60 million Total amount of cash and other financial benefits to be paid by the Company and its subsidiaries to the ¥ 131 million auditors (Note 2) (Notes) 1. The amount of remuneration paid to the auditors for the current fiscal year represents the sum of the professional audit fees for the services under the Companies Act and those under the Financial Instruments and Exchange Act as the audit service agreement between the Company and the independent auditors does not clearly divide them and it is impracticable to do so. 2. NEXON Korea Corporation and other nine companies, all of which are consolidated subsidiaries of the Company, are audited by PricewaterhouseCoopers LLP, member firms of the same global network of the Company’s auditor, and the total amount of cash and other financial benefits to be paid by the Company and its subsidiaries to the auditors include those audit fees.

e Non-audit services Each of Lexian Software Development (Shanghai) Co., Ltd., Ndoors Corporation, NEXON America, Inc., and NEXON Europe S.à.r.l., all of which are the Company’s consolidated subsidiaries, pays professional fees for tax-related services.

f Policies to determine dismissal or non-reappointment of the auditor When it is deemed necessary, due to such reasons that the auditors have difficulty in performing its duties, the Board of Directors shall place the matter to dismiss or not to reappoint the current auditor on the agenda of an ordinary general meeting of shareholders, upon obtaining consent from the board of statutory auditors or at the request of the board of statutory auditors.

When it is acknowledged that the auditors fall under any of the items in Article 340, Paragraph 1 of the Companies Act, the board of statutory auditors shall dismiss the auditors with unanimous consent of all statutory auditors. In this case, the statutory auditor appointed by the board of statutory auditors shall report the dismissal of the auditor and the reason of dismissal at the first ordinary general meeting of shareholders called after the dismissal.

－ 15 － (6) Systems to Ensure Proper Operation The summary of decisions made to establish a system to ensure the execution of duties by directors is in compliance with laws and regulations and the articles of incorporation and other systems to ensure the appropriateness of operations of the Company is as follows:

c System to ensure that the execution of duties by directors and employees comply with laws and regulations and the articles of incorporation (i) Board of directors The meeting of the Board of Directors shall be held at least once a month in order to ensure the effective monitoring functions for directors’ performance. (ii) Statutory auditors Statutory auditors shall attend the meeting of the board of directors to ensure the effective supervising functions for directors’ performance. In addition, statutory auditors shall enhance their expertise in their supervising functions by appointing external professionals as outside statutory auditors. (iii)Internal audit office The internal audit office shall be responsible for carrying out continuous internal audits of the business operations. The internal audit office shall report directly to President/CEO and maintain independence of internal audit. (iv) Legal department The legal department shall serve as the contact point for matters concerning the compliance of business operations (“compliance”) to ensure compliance within the Company.

d System to store and control information on the directors’ execution of their duties Information on the directors’ execution of their duties including minutes of the meetings of the Board of Directors and requests for approval shall be recorded and stored in a document format or electromagnetic devices in accordance with the documentation control regulations. Directors and statutory auditors shall be allowed to access any of these records at any time.

e System to ensure the reliability of financial reporting The Company shall establish systems to prepare proper financial reporting and to review the effectiveness of the system on a regular or as needed basis.

f Regulations and other systems to manage potential risks of losses The Company shall develop risk management regulations to minimize the potential exposure to risk of incurring losses. In addition, the Company shall prepare for serious incidents by developing a risk management manual and establishing a system enabling timely response.

g System to ensure efficient execution of duties by directors (i) Directors shall report the status of executing their respective duties on a monthly basis at a meeting of the Board of Directors. Obstructive factors in the execution of duties, if any, shall be addressed to improve the situation in a timely manner. (ii) Directors shall facilitate the process of decision making and information sharing by taking advantage of the IT infrastructure.

h System to ensure the proper execution of duties within the corporate group composed of the Company, its parent company and subsidiaries While recognizing the independence of each entity due to unique local circumstances, the Company shall require periodical reporting from each entity of the Group on necessary matters in accordance with the related companies management regulations.

i Matters concerning employees assigned to assist the duties of the statutory auditor at the request of statutory auditors and their independence from directors No full-time assistants shall be assigned, but the statutory auditors, if deemed necessary, may assign employees in the Internal Audit Office to assist statutory auditors in the execution of audit-related duties. In this context, the assigned employees shall not be subjected to instructions of directors or the head of the Internal Audit Office.

j System for directors and/or employees to report to statutory auditors and other systems concerning reports to statutory auditors Directors or employees shall immediately report to statutory auditors any facts that may cause substantial damages to the Company or the Group and any facts that execution of duties by directors is in violation of laws and regulations and the articles of incorporation.

－ 16 － k Other systems to ensure effective performance of audit by statutory auditors Statutory auditors shall hold periodic meetings to exchange opinions with President/CEO and the independent auditors, respectively. In addition, the head of the Internal Audit Office shall report to statutory auditors on the status of internal audit on a regular basis.

l Basic policy and relevant system to eliminate anti-social forces (i) Basic policy to eliminate the threats posed by anti-social forces The Company shall maintain a firm attitude toward anti-social forces that may pose threats to the order and security of the society and block any relationships including ordinary commercial transactions. (ii) System to eliminate anti-social forces The Company shall exercise its best efforts to block any relationships with anti-social forces by assigning the Legal Office to be in charge of dealing with anti-social forces and conducting customer reviews. In case the Company is approached by anti-social forces, a systematic response shall be taken jointly with external special agencies.

(7) Basic Policy on Control of the Company Not applicable.

(8) Policy to Determine Distributions of Surplus The Company provides in its articles of incorporation that distributions of surplus shall be decided by resolutions of the Board of Directors pursuant to Article 459, Paragraph 1 of the Companies Act.

The Company recognizes that one of its important management tasks is to return profits to the shareholders and intends to return profits in a stable manner in line with the performance after prudently considering the actual results and forecast of the Company’s performances. Under the current conditions, the Company intends to maintain balance between returning profits and making effective investments to aggressively expand the businesses by expanding existing businesses or starting new businesses to strengthen the management basis and enhance future business areas, pursuing opportunities in M&A, or acquiring game copyrights.

Distribution of five yen per share as the year-end dividend for the current fiscal year was approved at the meeting of the Board of Directors of the Company held on February 19, 2013.

－ 17 － Consolidated Balance Sheet (As of December 31, 2012) (Millions of Yen) Account Amount Account Amount (Assets) (Liabilities) Current assets 155,310 Current liabilities 44,241 Cash and deposits 127,604 Notes and accounts payable-trade 1,439 Notes and accounts receivable-trade 21,291 Short-term loans-payable 233 Short-term investment securities 107 Current portion of long-term loans-payable 10,943 Merchandise 136 Accounts payable-other 5,500 Deferred tax assets 202 Accrued expenses 1,656 Other 6,251 Income taxes payable 9,491 Allowance for doubtful accounts (284) Deferred tax liabilities 418 Noncurrent assets 158,618 Unearned revenue 8,840 Property, plant and equipment 9,730 Provision for bonuses 1,160 Buildings and structures 2,875 Asset retirement obligations 135 Vehicles 44 Other 4,422 Tools, furniture and fixtures 7,965 Noncurrent liabilities 54,761 Land 3,541 Long-term loans-payable 41,354 Construction in progress 2,305 Deferred tax liabilities 4,064 Accumulated depreciation (7,002) Long-term unearned revenue 5,265 Intangible fixed assets 73,436 Provision for retirement benefits 195 Game copyrights 29,596 Negative goodwill 3,197 Goodwill 42,669 Asset retirement obligations 82 Other 1,170 Other 600 Investments and other assets 75,451 Total liabilities 99,003 Investment securities 58,162 (Net assets) Long-term loans receivable 678 Shareholders’ equity 218,703 Deferred tax assets 11,952 Capital stock 51,342 Long-term prepaid expenses 740 Capital surplus 51,202 Lease and guarantee deposits 3,258 Retained earnings 116,158 Other 3,785 Accumulated other comprehensive income (8,141) Valuation difference on available-for-sale Allowance for doubtful accounts (3,126) (9,550) securities Foreign currency translation adjustments 1,409 Subscription rights to shares 786 Minority interests 3,576 Total net assets 214,925 Total assets 313,928 Total liabilities and net assets 313,928

－ 18 －

Consolidated Statement of Income (For the year ended December 31, 2012) (Millions of Yen) Account Amount Net sales 108,448 Cost of sales 18,551 Gross profit 89,897 Selling, general and administrative expenses 42,022 Operating income 47,874 Non-operating income Interest income 1,596 Dividends income 40 Gain on sales of investment securities 0 Amortization of negative goodwill 934 Gain on point cancellation 145 Reversal of allowance for doubtful accounts 409 Miscellaneous income 724 3,851 Non-operating expenses Interest expenses 716 Foreign exchange losses 376 Equity in losses of affiliates 5,798 Provision of allowance for doubtful accounts 2 Miscellaneous expenses 290 7,184 Ordinary income 44,541 Extraordinary income Gain on sales of noncurrent assets 7 Gain on sales of stocks of subsidiaries and affiliates 179 Gain on change in equity 94 Other 3 284 Extraordinary loss Loss on sales and disposition of noncurrent assets 119 Impairment loss 3,802 Loss on change in equity 21 Other 265 4,209 Income before income taxes and minority interests 40,616 Income taxes-current 16,602 Income taxes-deferred (1,317) 15,285 Income before minority interests 25,330 Minority interests in loss (70) Net income 25,401

－ 19 － Consolidated Statement of Changes in Net Assets (For the year ended December 31, 2012) (Millions of Yen) Shareholders’ equity Total shareholders’ Capital stock Capital surplus Retained earnings equity Balance as of January 1, 2012 50,300 50,162 90,757 191,219 Changes of items during the period Issuance of new shares 1,042 1,042 2,084 Net income 25,401 25,401 Other (1) (1) Net changes of items other than shareholders’ equity Total changes of items during the period 1,042 1,040 25,401 27,483 Balance as of December 31, 2012 51,342 51,202 116,158 218,703

Accumulated other comprehensive income Subscription Valuation Foreign Total Minority accumulated rights to interests Total net assets difference on currency other shares available-for-sale translation comprehensive securities adjustments income Balance as of January 1, 2012 471 (17,711) (17,239) 455 3,451 177,886 Changes of items during the period Issuance of new shares 2,084 Net income 25,401 Other (1) Net changes of items other than shareholders’ equity (10,022) 19,121 9,098 331 124 9,554 Total changes of items during the period (10,022) 19,121 9,098 331 124 37,038 Balance as of December 31, 2012 (9,550) 1,409 (8,141) 786 3,576 214,925

－ 20 － Non-consolidated Balance Sheet (As of December 31, 2012) (Millions of Yen) Account Amount Account Amount (Assets) (Liabilities) Current assets 51,806 Current liabilities 14,302 Cash and deposits 48,952 Accounts payable-trade 810 Current portion of long-term loans- Accounts receivable-trade 1,588 9,934 payable Prepaid expenses 186 Accounts payable-other 405 Short-term loans receivable from 69 Accrued expenses 390 subsidiaries and affi liates Deferred tax assets 635 Consumption taxes payable 18 Other 375 Provision for bonuses 72 Allowance for doubtful accounts (0) Unearned revenue 713 Noncurrent assets 99,900 Other 1,955 Property, plant and equipment 216 Noncurrent liabilities 40,230 Leasehold improvements 77 Long-term loans-payable 39,737 Vehicles 1 Lease obligations 44 Tools, furniture and fixtures 490 Long-term unearned income 414 Accumulated depreciation (352) Provision for retirement benefits 22 Intangible fixed assets 59 Asset retirement obligations 10 Software 59 Total liabilities 54,532 Other 0 (Net assets) Investments and other assets 99,624 Shareholders’ equity 105,943 Investment securities 39,794 Capital stock 51,342 Stocks of subsidiaries and affiliates 53,158 Capital surplus 51,202 Long-term prepaid expenses 191 Legal capital surplus 1,202 Deferred tax assets 6,102 Other capital surplus 50,000 Other 377 Retained earnings 3,398 Other retained earnings 3,398 Retained earnings brought 3,398 forward Valuation and translation adjustments (9,555) Valuation difference on available-for- (9,555) sale securities Subscription rights to shares 786 Total net assets 97,174 Total assets 151,707 Total liabilities and net assets 151,707

－ 21 －

Non-consolidated Statement of Income (For the year ended December 31, 2012) (Millions of Yen) Account Amount Net sales Sales of games 11,642 Other sales 14 11,657 Cost of sales 4,732 Gross profit 6,924 Selling, general and administrative expenses 6,517 Operating income 406 Non-operating income Interest income 289 Dividends income 135 Foreign exchange gain 117 Other 155 697 Non-operating expenses Interest expenses 548 Stock issuance cost 6 Loss on sales of investment securities 26 582 Ordinary income 521 Extraordinary loss Loss on sales and retirement of noncurrent assets 67 Loss on valuation of stocks of subsidiaries and affiliates 1,764 Loss on sales of stocks of subsidiaries and affiliates 99 Impairment loss 690 Other 2 2,624 Loss before income taxes 2,102 Income taxes-current 327 Income taxes-deferred (277) 50 Net loss 2,153

－ 22 － Non-consolidated Statement of Changes in Net Assets (For the year ended December 31, 2012) (Millions of Yen) Shareholders’ equity

Capital surplus Retained earnings

Other retained Total earnings Capital stock Total shareholders’ Legal capital Other capital Total capital Retained retained equity surplus surplus surplus earnings earnings brought forward Balance as of January 1, 2012 50,300 50,160 ― 50,160 5,551 5,551 106,012

Changes of items during the period

Issuance of new shares 1,042 1,042 1,042 2,084

Reversal of legal capital surplus (50,000) 50,000 ―

Net loss (2,153) (2,153) (2,153) Net changes of items other than shareholders’ equity Total changes of items during the period 1,042 (48,957) 50,000 1,042 (2,153) (2,153) (68) Balance as of December 31, 2012 51,342 1,202 50,000 51,202 3,398 3,398 105,943

Valuation and translation adjustments Subscription rights to Valuation difference on shares Total net assets available-for-sale Total valuation and securities translation adjustments Balance as of January 1, 2012 (7) (7) 455 106,459

Changes of items during the period

Issuance of new shares 2,084

Reversal of legal capital surplus ―

Net loss (2,153) Net changes of items other than shareholders’ equity (9,547) (9,547) 331 (9,216) Total changes of items during the period (9,547) (9,547) 331 (9,285) Balance as of December 31, 2012 (9,555) (9,555) 786 97,174

－ 23 － (Translation) A udit Report on Consolidated Financial Statements Independent Auditors’ Report February 18, 2013 To the Board of Directors of NEXON Co., Ltd. PricewaterhouseCoopers Aarata Designated Partner, Certified Public Accountant Shinya Deguchi Engagement Partner

Designated Partner, Certified Public Accountant Hideaki Zenba Engagement Partner

Pursuant to the fourth paragraph of Article 444 of the Companies Act, we have audited the consolidated financial statements, namely, the consolidated balance sheet as of December 31, 2012 of NEXON Co., Ltd. (the “Company”), and the related consolidated statements of income and changes in net assets, and the related notes for the fiscal year from January 1, 2012 to December 31, 2012.

Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in conformity with accounting principles generally accepted in Japan. It includes design and operation of internal control that management determines as necessary to enable the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures are selected and applied based on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes assessing the accounting policies adopted and its application and accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that we obtained sufficient and appropriate audit evidence to provide a reasonable basis for our opinion.

Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of December 31, 2012, and the results of their operations for the year then ended in conformity with accounting principles generally accepted in Japan.

Interest Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Act.

The above represents a translation, for convenience only, of the original report issued in the Japanese language.

－ 24 － (Translation) A udit Report on Non-Consolidated Financial Statements Independent Auditors’ Report February 18, 2013 To the Board of Directors of NEXON Co., Ltd. PricewaterhouseCoopers Aarata Designated Partner, Certified Public Accountant Shinya Deguchi Engagement Partner,

Designated Partner, Certified Public Accountant Hideaki Zenba Engagement Partner,

Pursuant to the first item, second paragraph of Article 436 of the Companies Act, we have audited the non- consolidated financial statements, namely, the non-consolidated balance sheet as of December 31, 2012 of NEXON Co., Ltd. (the “Company”), and the related non-consolidated statements of income and changes in net assets, and the related notes for the fiscal year from January 1, 2012 to December 31, 2012, and the accompanying supplemental schedules.

Management’s Responsibility for the Non-consolidated Financial Statements Management is responsible for the preparation and fair presentation of these non-consolidated financial statements and the accompanying supplemental schedules in conformity with accounting principles generally accepted in Japan. It includes design and operation of internal control that management determines as necessary to enable the preparation and fair presentation of non-consolidated financial statements and the accompanying supplemental schedules that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these non-consolidated financial statements and the accompanying supplemental schedules based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the non-consolidated financial statements and the accompanying supplemental schedules are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the non-consolidated financial statements and the accompanying supplemental schedules. The procedures are selected and applied based on our judgment, including the assessment of the risks of material misstatement of the non-consolidated financial statements and the accompanying supplemental schedules, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the non-consolidated financial statements and the accompanying supplemental schedules in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes assessing the accounting policies adopted and its application and accounting estimates made by management, as well as evaluating the overall presentation of the non-consolidated financial statements and the accompanying supplemental schedules.

We believe that we obtained sufficient and appropriate audit evidence to provide a reasonable basis for our opinion.

Opinion In our opinion, the non-consolidated financial statements and the accompanying supplemental schedules referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012, and the results of the operations for the year then ended in conformity with accounting principles generally accepted in Japan.

Interest Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Act.

－ 25 －

The above represents a translation, for convenience only, of the original report issued in the Japanese language.

－ 26 － (Translation) A udit Report of Board of Statutory Auditors Audit Report We, as the Company’s Board of Statutory Auditors, have prepared this audit report regarding the performance of duties of the Company’s Directors during the Company’s fiscal year from January 1, 2012 to December 31, 2012 based on the audit reports prepared by each Statutory Auditor and, upon deliberation, hereby report as follows: 1. Auditing Method Applied by the Board of Statutory Auditors and Each Statutory Auditor and Details Thereof We established the auditing policy and job assignment, received from each Statutory Auditor reports on the status and results of audits, and received from the Directors and other appropriate persons, as well as the Independent Auditors, reports on the performance of their duties, and, when necessary, requested explanations regarding such reports. In accordance with the auditing standards for Statutory Auditors established by the Board of Statutory Auditors, the auditing policy and job assignment, each Statutory Auditor endeavored to gather necessary information and create an improved environment for auditing by taking steps to facilitate communication with the Directors, the internal auditors and employees from various sections. Each Corporate Auditor also attended meetings of the Board of Directors and other important meetings, received from the Directors, employees and other related persons reports on the performance of their duties, requested explanations regarding such reports when necessary, inspected the documents related to important decisions, and examined the status of the Company’s business and properties at the head office and major business facilities. Statutory Auditors expressed an opinion on the content of resolutions by the Board of Directors regarding the establishment of systems, which is described in the Business Report, to ensure that the Directors’ performance of their duties is in compliance with relevant laws and regulations and with the Company’s Articles of Incorporation and other systems to ensure that the Company’s operations will be conducted appropriately as provided in Paragraph 1 and 3, Article 100 of the Enforcement Regulations of the Companies Act, and on the status of such systems established based on such resolutions (internal control systems), by receiving reports from the Directors and employees on the establishment and operating status on a regular basis and requesting explanations when necessary. Each Statutory Auditor took steps to facilitate communication with the Directors, Statutory Auditors and other related persons of the Company’s subsidiaries, and to share information among them. When necessary, each Statutory Auditor received reports from subsidiaries on their respective businesses. Based on the foregoing method, we examined the Business Report and the supplemental schedules for this fiscal year. In addition, the Statutory Auditors also monitored and examined whether the Independent Auditors maintained their independence and conducted their audit in an appropriate manner. The Statutory Auditors received from the Independent Auditors reports on the performance of their duties and requested explanations regarding those reports when necessary. The Statutory Auditors also received notification from the Independent Auditors that they have taken appropriate steps to improve the “System for ensuring appropriate execution of its duties” (as enumerated in Article 131 of the Company Accounting Regulation Ordinance) in compliance with the “Quality Control Standards Relating to Auditing” and other applicable standards. When necessary, the Statutory Auditors requested explanations on such notifications. Based on the foregoing method, the Statutory Auditors reviewed the non-consolidated financial statements, namely, the balance sheet as of December 31, 2012, and the related statements of income and changes in net assets and the related notes for the fiscal year from January 1, 2012 to December 31, 2012, and the accompanying supplemental schedules, and the consolidated financial statements, namely, the consolidated balance sheet as of December 31, 2012, and the related consolidated statements of income and changes in net assets and the related notes for the fiscal year from January 1, 2012 to December 31, 2012.

2. Results of Audit (1) Results of Audit of the Business Report and others A. In our opinion, the Business Report and the supplemental schedules present fairly the conditions of the Company in conformity with the applicable laws and regulations of Japan as well as the Articles of Incorporation of the Company. B. In our opinion, there are no fraudulent acts or material facts in the course of the Directors’ performance of

－ 27 － their duties that violated the applicable laws and regulations or the Articles of Incorporation of the Company. C. In our opinion, the details of the resolutions of the Board of Directors regarding the internal control systems are appropriate. Furthermore, we believe that no material issues have been raised concerning items described in the Business Report as well as the performance of the Directors’ duties regarding the internal control systems. (2) Results of Audit of the Financial Statements and the accompanying Supplemental Schedules In our opinion, the method and the results of the audit conducted by PricewaterhouseCoopers Aarata, the Independent Auditors, are appropriate. (3) Results of Audit of the Consolidated Financial Statements In our opinion, the method and the results of the audit conducted by PricewaterhouseCoopers Aarata, the Independent Auditors, are appropriate.

February 19, 2013

Board of Statutory Auditors of NEXON Co., Ltd. Full-time Statutory Auditor/Outside statutory auditor Toshishige Tanaka Part-time Statutory Auditor/Outside statutory auditor Iwao Ohtomo Part-time Statutory Auditor/Outside statutory auditor Ryoji Mori

－ 28 － Reference Materials for General Meeting of Shareholders

Proposal 1: Selection and Appointment of Six (6) Directors The terms of office for all six (6) current Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company requests approval for the election of six (6) Directors.

Candidates for Directors are as follows: Name Number of the Candidate Career summary, positions and areas of responsibility Company’s # (Date of birth) (Significant concurrent positions outside the Company) shares owned Sept. 1999 Joined NEXON Corporation (now NXC Corporation) July 2000 Director of NEXON Corporation Dec. 2002 Director of NEXON Co., Ltd. Jan. 2004 Director of Lexian Software Development (Shanghai) Co., Ltd. (to present) Sept. 2005 Director of NX Games, Inc. (now NEXON America, Inc.) Mar. 2007 Representative Director of NEXON Europe Limited Dec. 2008 President and CEO of NEXON Co., Ltd. (to present) 1 Seung Woo Choi Mar. 2009 Director of NEXON Corporation 3,309,500 shares (May 2, 1968) (now NEXON Korea Corporation) Nov. 2010 Director of NEXON Europe S.à.r.l. (to present) Jan. 2013 Director of gloops, Inc. (to present) (Significant concurrent positions) Director of Lexian Software Development (Shanghai) Co., Ltd. Director of NEXON Europe S.à.r.l. Director of gloops, Inc.

－ 29 －

Name Number of the Candidate Career summary, positions and areas of responsibility Company’s # (Date of birth) (Significant concurrent positions outside the Company) shares owned Nov. 2000 Chief vice-president of Electronic Arts Inc. Sept. 2009 Representative Director of Outspark Inc. Aug. 2010 Chief Financial Officer of NEXON Co., Ltd. (to present) Sept. 2010 Director of NEXON Co., Ltd. (to present) Nov. 2010 Chief Administrative Officer of NEXON Co., Ltd. (to present) Mar. 2012 Director of NEXON Korea Corporation (to present) July 2012 Director of inBlue.com (to present) Owen Mahoney 2 (December 28, 1966) Aug. 2012 Director of NEXON America, Inc. (to present) 100,000 shares Jan. 2013 Director of gloops, Inc. (to present) (Significant concurrent positions) Director of NEXON Korea Corporation Director of NEXON America, Inc. Director of inBlue.com Director of gloops, Inc.

June 2003 Joined NEXON Corporation (now NXC Corporation) May 2006 Secondment to NEXON Co., Ltd. Mar. 2009 Director of NEXON Europe Limited Sept. 2010 Director of NEXON Co., Ltd. (to present) Nov. 2010 Chief Operating Officer of NEXON Co., Ltd. Nov. 2010 Director of NEXON Europe S.à.r.l. (to present) 3 Jiwon Park － (June 30, 1977) Mar. 2012 Director of NEOPLE Inc. (to present) Aug. 2012 Director of NEXON America, Inc. (to present) (Significant concurrent positions) Director of NEXON America, Inc. Director of NEXON Europe S.à.r.l. Director of NEOPLE Inc.

－ 30 － Name Number of the Candidate Career summary, positions and areas of responsibility Company’s # (Date of birth) (Significant concurrent positions outside the Company) shares owned Dec. 1994 Director of NEXON Corporation (now NXC Corporation) June 2005 Representative Director of NXC Corporation (to present) Oct. 2005 Representative Director of NEXON Corporation (now NEXON Korea Corporation) Mar. 2009 Director of NEXON Co., Ltd. 4 Jungju Kim Mar. 2010 Resigned Director of NEXON Co., Ltd. － (February 22, 1968) Sept. 2010 Director of NEXON Co., Ltd. (to present) (Significant concurrent positions) Representative Director of NXC Corporation

July 1971 Joined Victor Company of Japan, Limited June 1992 Director of Victor Entertainment Inc. Dec. 1992 Representative Director of Electronic Arts Victor Co., Ltd. (now Electronic Arts Co., Ltd.) Aug. 1998 Representative Director of Eidos Interactive KK Dec. 2009 Director of Spline Network Inc. (to present) 5 Satoshi Honda － (September 29, 1947) Nov. 2010 Director of Software Imaging Technology Limited (to present) Mar. 2012 Director of NEXON Co., Ltd. (to present) (Significant concurrent positions) Director of Spline Network Inc. Director of Software Imaging Technology Limited

－ 31 － Name Number of the Candidate Career summary, positions and areas of responsibility Company’s # (Date of birth) (Significant concurrent positions outside the Company) shares owned Apr. 1982 Registered as a lawyer Entered Oh-Ebashi Law Offices July 1987 Registered as a lawyer in the State of New York June 1997 Statutory auditor of Sunstar Inc. June 1999 Auditor of Kitano Hospital, The Tazuke Kofukai Medical Research Institute (to present) Apr. 2002 Managing partner of Oh-Ebashi LPC & Partners (to present) June 2006 Statutory auditor of Nidec Corporation June 2009 Member of the Board, The Japan Commercial Arbitration Association (to present) Apr. 2011 Board member of Japan Century Symphony Orchestra (to present) Apr. 2011 President of Inter-Pacific Bar Association (IPBA) Mar. 2012 Director of NEXON Co., Ltd. (to present) 6 Shiro Kuniya － (February 22, 1957) June 2012 Director of Ebara Corporation (to present) (Significant concurrent positions) Managing partner of Oh-Ebashi LPC & Partners

－ 32 － (Notes) 1. There are no special conflicts of interest between each candidate and the Company. 2. Mr. Jungju Kim is Representative Director of NXC Corporation, the parent company of the Company. 3. Mr. Satoshi Honda and Mr. Shiro Kuniya are both candidates for Outside Director. 4. (1) The Company appointed Mr. Satoshi Honda as a candidate for Outside Director as we expect that he would provide useful advices on the Company’s business based on his knowledge and insight as an experienced corporate manager in the game industry. (2) The Company appointed Mr. Shiro Kuniya as a candidate for Outside Director as we expect that the Company would benefit from his knowledge about corporate governance and compliance matters based on his expertise as a lawyer. Although he had never been involved in corporate management except as an outside statutory auditor, due to the reason noted above, the Company believes that he is capable of executing his duty as an Outside Director. 5. Mr. Satoshi Honda and Mr. Shiro Kuniya are currently Outside Directors of the Company whose tenure as outside directors will be one year at the end of this ordinary general meeting of shareholders. 6. Pursuant to Article 427, Paragraph 1 of the Companies Act and provisions of Article 28 of Articles of Incorporation of the Company, Mr. Satoshi Honda and Mr. Shiro Kuniya and the Company entered into agreements to limit liabilities for damages provided for in Article 423, Paragraph 1 of the Companies Act. The maximum amount of liabilities under such agreement is ¥2.4 million, or the minimum liability amount as provided in Article 425, Paragraph 1 of the Companies Act, whichever is higher, and the agreements will be renewed with both Mr. Satoshi Honda and Mr. Shiro Kuniya if their re-election is approved.

－ 33 － Proposal 2: Issuance of Subscription Rights to Shares for the Purpose of Granting Stock Options to the Company’s Directors and Employees The Company proposes to be authorized to issue the following subscription rights to shares as stock options to Directors and employees of the Company and its subsidiaries, pursuant to Articles 236, 238 and 239 of the Companies Act, and to delegate the determination of the terms and conditions of the offer thereof to the Board of Directors of the Company.

This proposal also seeks an approval on matters provided in Article 361 of the Companies Act concerning the allocation of subscription rights to shares to Directors as remuneration to Directors.

The number of Directors shall be six (6), of which two (2) are Outside Directors, if Proposal 1: Selection and appointment of Six (6) Directors is approved as proposed. 1. The reason why the Company needs to offer the subscription rights to shares under preferential terms The purpose of issuance of subscription rights to shares is to provide incentives to Directors and employees of the Company and its subsidiaries for improving financial results and corporate value as well as promoting management awareness with the emphasis on shareholders. 2. Persons to whom subscription rights to shares will be granted Directors and employees of the Company as well as Directors and employees of the subsidiaries of the Company 3. Terms and conditions as well as the maximum number of subscription rights to shares, which can be determined pursuant to a resolution to be passed at this general meeting of shareholders (1) Class and number of shares to be issued upon exercise of subscription rights to shares Not exceeding 13,000,000 shares of common stock of the Company in total. In the event that the Company splits its common stock (including gratis allocation) 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 remain unexercised at the time of such adjustment, and any fraction less than one share resulting from such adjustment shall be rounded down. Number of shares Number of shares Ratio of split or ＝ × after adjustment before adjustment consolidation (2) Number of subscription rights to shares to be issued Not exceeding 13,000 units. The number of shares to be issued upon exercise of each subscription rights to shares (“Number of Granted Shares”) shall be 1,000 shares. In the event the number of shares is adjusted as provided in (1) above, the Number of Granted Shares shall also be adjusted. (3) Cash payment for subscription rights to shares No cash payment is required for subscription rights to shares. (4) 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 Company’s common stock in the regular trading thereof on the Tokyo Stock Exchange on the date of allotment of subscription rights to shares (“Allotment Date”). In the event that the Company carries out a stock split (including gratis allocation) or a consolidation of its common stock after the Allotment Date, the Exercise Price shall be adjusted according to the following formula. Any fraction of less than one yen shall be rounded up.

－ 34 －

1 Exercise Price after Exercise Price ＝ × adjustment before adjustment ratio of split or

consolidation In addition to the above, when the Company merges with another company, carries out corporate separation, or reduces its capital, or any other event similar thereto, and an adjustment of the Exercise Price is required after the Allotment Date, the Exercise Price shall be adjusted to an extent reasonable with a resolution of the Board of Directors. (5) Exercise period of subscription rights to shares The exercise period shall be the period determined by the Board of Directors, which falls within ten years from the Allotment Date. In the event that the last date of the exercise period is a non-business day of the Company, it shall be the business day immediately preceding such date. (6) Conditions for exercise of subscription rights to shares The 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 its position as a director or an employee due to resignation or retirement, dismissal or discharge (excluding punitive dismissal or any other event similar thereto), or death or disability, or when there is any other due reason specifically provided by the Board of Directors. (7) Treatment of subscription rights to shares at the Company’s restructuring and 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: i) Proposal for the approval of a merger agreement in which the Company will become the extinct company; ii) Proposal for the approval of a split agreement or a split plan in which the Company will become a split company; iii) Proposal for the approval of a share exchange agreement or a share transfer plan in which the Company will become a wholly owned subsidiary; iv) Proposal for the approval of an amendment to the Articles of Incorporation to add provisions concerning all shares issued by the Company requiring the Company’s approval for the acquisition of such shares through transfer ; or v) Proposal for the approval of an amendment to the Articles of Incorporation to add provisions concerning underlying shares of subscription rights to shares (i) requiring the Company’s approval for the acquisition of such shares through transfer, or (ii) allowing the Company to acquire all shares of the relevant class upon resolution of the General Meeting of Shareholders (8) Restriction on the acquisition of subscription rights to shares by transfer Any acquisition of subscription rights to shares by transfer shall require an approval of the Board of Directors of the Company by its resolution. (9) Matters concerning the amount of capital and capital reserve increased by the issuance of shares upon exercise of subscription rights to shares i) 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. ii) 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 increase in capital provided in i) above, reduced by the amount of increased capital stipulated in i) above.

－ 35 － (10) Other terms and conditions of the grant of subscription rights to shares shall be determined by a resolution of the Board of Directors’ Meeting to be held separately.

－ 36 － 4. Matters concerning the issue of subscription rights to shares to Directors of the Company as remuneration to Directors Based on Directors’ performance of their duties and other various factors, subscription rights to shares shall be granted to six Directors of the Company (of which, two are Outside Directors) as remuneration. Up to 1,000 units (of which, 200 units for Outside Directors) of the subscription rights to shares stipulated in 3.(2) above will be granted, and the maximum annual remuneration amount related to the subscription rights to shares thereto shall be set at ¥1 billion (of which, ¥200 million for Outside Director). The remuneration amount related to the subscription rights to shares shall be calculated by multiplying the fair value of a subscription right to shares by the number of units of subscription rights to shares to be granted to Directors.

The remuneration amount related to the subscription rights to shares shall be established in addition to the Directors’ annual remuneration of ¥500 million which was approved by the 9th Ordinary General Meeting of Shareholders held on March 30, 2011 and, if Proposal 3 is approved as proposed, the maximum annual remuneration in the form of equity-based compensation stock options of ¥250 million. Decisions related to allocation of the remuneration to Directors and other details shall be based on discussions by the Board of Directors of the Company.

－ 37 － Proposal 3: Amount of Directors’ Remuneration in the Form of Equity-based Compensation Stock Options and the Decision on the Contents The amount of remuneration of the Company’s directors to date was decided by the 9th Ordinary General Meeting of Shareholders held on March 30, 2011 to be at or below an annual amount of ¥500 million. However, in addition to such remuneration to Directors, and the remuneration in the form of subscription rights to shares as stock options if Proposal 2 is approved as proposed, this proposal seeks approval for the issuance of subscription rights to shares as equity-based compensation stock options as remuneration to Directors (excluding outside directors) within the scope of annual amount of ¥250 million. The number of Directors subject to the grant will be four (4), if Proposal 1: “Selection and appointment of six (6) directors” is approved as proposed.

After the approval of this proposal at the 11th Ordinary General Meeting of Shareholders, we shall be able to issue subscription rights to shares as equity-based compensation stock options to the Company’s Directors (excluding outside directors) every year within the scope provided by this proposal. 1. The reason why the Company issues the subscription rights to shares directors The purpose of issuance of subscription rights to shares is to provide incentives to Directors for promoting their awareness in terms of contributing to the improvement of financial results and corporate value, as well as promoting management awareness with the emphasis on shareholders, by having them share with the shareholders not only the benefits of stock price appreciation but also the risks due to fall in the stock price. These equity-based compensation stock options also function as an alternative to retirement benefit plans for Directors. 2. Details of subscription rights to shares (1) Total number of subscription rights to shares The maximum total number of subscription rights to shares to be issued within one year of the ordinary general meeting of shareholders for a given fiscal year end shall be limited to the number (however, any fractional amount shall be rounded down) obtained by first determining the total issuance amount of subscription rights to shares within the scope of an annual amount of ¥250 million, based on the resolution of the Company’s Board of Directors, and dividing such total issuance amount by fair value per subscription right to shares as calculated using the Black-Scholes model from the closing price of the Company’s common stock in the regular trading thereof on the Tokyo Stock Exchange on the date of allotment of subscription rights to shares. (2) Class of shares to be issued upon exercise of subscription rights to shares Common stock of the Company (3) Number of shares to be issued upon exercise of subscription rights to shares The number of shares to be issued upon exercise of each subscription right (“Number of Granted Shares”) will be 1,000 shares. Such number may be adjusted to the extent considered reasonable in the event that the Company carries out a stock split (including gratis allocation) or a consolidation of its common stock or when it is considered appropriate. (4) Cash payment for subscription rights to shares The amount to be paid for each subscription right to shares shall be determined by the Board of Directors at the time of the allotment based on the fair value of the subscription rights to shares calculated using the Black- Scholes model. (5) 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 to be paid in for each share to be issued upon exercise of such subscription rights to shares, which shall be ¥1, multiplied by the Number of Granted Shares. (6) Exercise period of subscription rights to shares The subscription rights to shares may be exercised during the period determined by the Board of Directors within a 30-year period from the Allotment Date. In the event that the last date of the exercise period is a non-business day of the Company, it shall be the business day immediately preceding such date.

－ 38 － (7) Conditions for transfer of subscription rights to shares Any acquisition of subscription rights to shares by transfer shall require an approval of the Board of Directors of the Company by its resolution. (8) Conditions for exercise of subscription rights to shares (i) The holders of subscription rights to shares may exercise the rights only for the period of up to ten days from the following day of resignation from the post of Director within the period provided in (6) above. The holders who reside overseas may exercise their rights for the period to be determined by the Board of Directors by taking the relevant overseas laws and regulations into account. (ii) Other conditions for exercise of subscription rights to shares shall be determined by the Board of Directors. (9) Other terms and conditions of the grant of subscription rights to shares Other terms and conditions of the grant of subscription rights to shares shall be determined by the Board of Directors.

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