Articles of Incorporation

The Company included all of its basic operating principles in its Articles of Incorporation. And in accordance with the Articles of Incorporation, the Company upholds shareholders' rights, hostsgeneral meetings of shareholders and operates Board committees. Please click here to view our articles of incorporation.

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Procedure and method for amendment of the articles of incorporation

The articles of incorporation is an agenda item of a general meeting of shareholders which requires special resolution. The amendment to the articles of incorporation shall be made only by resolution at the ordinary general meeting of shareholders.

In accordance with the commercial code, no amendment to the articles of incorporation shall be valid unless approved by two thirds or more of shares of the shareholders present at the general meeting of shareholders and by more than one third of outstanding shares.

* The amendment to the articles of incorporation shall not be made at the discretion of the Board or any insider of the Company. It can only be made by resolution at a general meeting of shareholders.

Issuance of shares which carry superior rights, undermining the interest of existing shareholders, is banned except as otherwise provided by the articles of incorporation.

Since issuance of shares is an agenda item of Articles of Incorporation, our share issuance can only be made in accordance with the articles of incorporation. Thus, issuance of shares with superior dividend, voting, conversion or any other superior rights over existing stock can not be decided in the discretion of the board or any other body of the company.

CHAPTER III. GENERAL MEETING OF SHAREHOLDERS
Article 17. (Convening of Meeting)
  1. General meetings of the shareholders of the Company shall be of two types: Ordinary and Extraordinary.
  2. Ordinary general meetings of shareholders shall be convened within three (3) months after the close of each fiscal year and extraordinary general meeting of shareholders shall be convened when necessary.
Article 17-2. (Procedures for Convening of General Meeting)
  1. Unless otherwise provided for in the relevant laws and regulations, the general meeting of shareholders shall be convened by the representative director of the Company in accordance with a resolution of the Board of Directors of such committee as authorized by the Board of Directors.
  2. If there is only one Representative Director and he/she is unable to perform his/her duty, the provision of Article 27, Paragraph 2 shall apply mutatis mutandis
Article 17-3. (Notice and Public Notice of Convening of General Meeting)
  1. When convening a general meeting of shareholders, a written or electronic notice thereof setting forth the time, date, place and agenda of the meeting shall be sent to the shareholders at least two (2) weeks prior to the date of such meeting.
  2. The written notice of convening general meeting of shareholders to shareholders holding not more than certain percentage specified by the SEA may be replaced by public notices given at least twice in "Joong-Ang Daily News" and "Naewae Economic Daily", two (2) weeks prior to the meeting. The public notice of meeting shall include the statement that a general meeting will be held and the agenda of the meeting.
  3. Deleted
    [Amended, Feb.28, 2002]
Article 18. (Place of Meeting)

The general meeting of shareholders may be convened in Seoul, as well as at the head office or a place nearby.

Article 19. (Chairman)
  1. The representative director shall serve as chairman of the general meeting of shareholders; provider, however, that if the number of the representative director is more than one (1), the Board of Directors shall elect the chairman of the general meeting of shareholders.
  2. If there is only one Representative Director and he/she is unable to perform his/her(their) duties, the provision of Article 27, Paragraph 2 shall apply mutatis mutandis
  3. Deleted
    [Amended, Feb.28, 2002]
Article 19-2. (Chairman's Authority to Maintain Order)
  1. The representative director shall serve as chairman of the general meeting of shareholders; provider, however, that if the number of the representative director is more than one (1), the Board of Directors shall elect the chairman of the general meeting of shareholders.
  2. If there is only one Representative Director and he/she is unable to perform his/her(their) duties, the provision of Article 27, Paragraph 2 shall apply mutatis mutandis
  3. Deleted
    [Amended, Feb.28, 2002]
Article 20. (Voting Right)

The general meeting of shareholders may be convened in Seoul, as well as at the head office or a place nearby.

Article 21. (Method of Adopting Resolutions)

All resolutions of general meetings of shareholders, except as otherwise provided by the relevant laws and regulations, shall be adopted if the approval of a majority vote of the shareholders present at such meeting is obtained and such majority also represents at least one-fourth (1/4) of the total number of shares issued and outstanding.

Article 22. (Voting by Proxy)
  1. A shareholder may exercise his/her vote by proxy. The proxy shall present a power of attorney before the opening of the general meeting.
  2. n case the legal representative of a shareholder grants a power of attorney to another shareholder under Paragraph 1 above, a document evidencing the power of legal representation shall be attached.
  3. A shareholder may, by a single power of attorney, grant a general power of representation with respect to several general meetings of shareholders.
Article 23. (Minutes)

The substance of the proceedings of general meetings of shareholders and the results thereof shall be recorded in the minutes on which the names and seals of the chairman and the directors present at the meetings shall be affixed or which shall be signed by such persons.