Article 5 (Total Number of Stocks to be Issued by the Company)
The total number of stocks to be issued by the Company shall be fifty million stocks.
Article 6 (Par Value per Stock)
The par value of a stock issued by the Company shall be KRW 5,000.
Article 7 (Total Number of Stocks Issued at the Time of Incorporation)
The total number of stocks issued by the Company at the time of incorporation shall be two thousand registered ordinary stocks.
Article 8 (Type of Stocks)
① The type of stocks to be issued by this Company shall be registered ordinary stocks and registered class stocks.
② Class stocks to be issued by the Company shall be preferred stocks for profit dividends, stock for exclusion or restriction of voting rights, redeemable stocks, convertible stocks, and stocks mixed in whole or in part thereof.
Article 8-2 (Number and Content of 1-type Class Stocks)
① 1-type class stocks to be issued by this Company shall be non-voting dividend-preferred convertible stocks (hereafter referred to as "class stocks" in this Article), and the number of issued stocks shall be 12,500,000 stocks.
② For class stocks, when issued at an annual rate of 1.0% or more based on the par value, the amount according to the preferred ratio set by the board of directors shall be preferentially distributed in cash.
③ If the dividend rate of ordinary stock exceeds the dividend rate of class stock, it shall be distributed with the participation of same ratio with the stock toward such excess.
④ If a predetermined dividend is not paid for class stocks in any business year, the accumulated undivided dividends shall be distributed in preference in the next business year’s distribution.
⑤ When the Company issues new stocks, the allocation of new stocks to class stocks shall be with the same stocks as the stocks allocated to ordinary stocks in the case of capital increase for value and stock dividend, and shall be with the stocks of the same class as such in the case of capital increase without compensation.
⑥ If there is a resolution not to pay a predetermined dividend to class stocks, fr|om the next general meeting of the general meeting where the resolution is made to the end of the general meeting where the resolution to pay such preferential dividend is concluded, voting rights shall be deemed to be available.
⑦ The duration of class stocks shall be determined by the board resolution at the time of issuance within the range of 10 years fr|om the issuance date, and upon expiration of this period, they shall be converted into ordinary stocks.
⑧ If the predetermined dividend is not completed by the expiration date of the conversion period, the period shall be extended until the predetermined dividend is completed.
⑨ The provisions of Article 10-4 shall apply mutatis mutandis to dividends of profits on stocks issued due to conversion.
Article 8-3 (Number and Content of 2-type Class Stocks)
① 2-type class stocks to be issued by this Company shall be non-voting dividend-preferred stocks (hereafter referred to as "class stocks" in this Article), and the number of issued stocks shall be 5,000,000 stocks.
② For class stocks, an amount corresponding to the ratio determined by the board of directors at 1% or more per year based on the par value shall be additionally paid in money in addition to dividends for ordinary stocks.
③ Dividends for class stocks shall be non-participating and non-cumulative.
④ If there is a resolution not to pay a predetermined dividend to class stocks, fr|om the next general meeting of the general meeting where the resolution is made to the end of the general meeting where the resolution to pay such preferential dividend is concluded, voting rights shall be deemed to be available.
⑤ When the Company issues new stocks, the allocation of new stocks to class stocks shall be with the same stocks as the stocks allocated to ordinary stocks in the case of capital increase for value and stock dividend, and shall be with the stocks of the same class as such in the case of capital increase without compensation.
Article 9 (Electronic Registration of Rights to be Displayed on Stocks and Certificate of Preemptive Right)
Instead of issuing stock certificates and certificate of preemptive right, the Company shall electronically register the rights to be displayed on stocks and certificate of preemptive right in the electronic
registration account book of the electronic registration authority. However, this may not be the case if the Company does not bear the registration obligation in accordance with laws and regulations.
Article 10 (Issue and Allocation of Stocks)
① In case that this Company issues new stocks by the board resolution, it shall be subject to the following method:
1. Method to grant opportunity of subscription of new stocks to allocate new stocks to stockholders in accordance with the number of stocks possessed by stockholders
2.Method to grant opportunity of subscription of new stocks to allocate new stocks to specific persons (including stockholders of this Company) with method other than subparagraph 1 if necessary to achieve managerial purpose of the Company such as introduction of new technology, improvement of financial structure, etc. within the range that does not exceed 50/100 of total number of issued stocks
3.Method to grant opportunity of subscription of new stocks to unspecified individuals (including stockholders of this Company) with method other than subparagraph 1 within the range that does not exceed 20/100 of total number of issued stocks and allocate new stocks to persons who subscribed following this
② In case that new stocks are allocated with the method of subparagraph 3, the new stocks shall be allocated by the board resolution with one of the following methods:
1.Method to allocate new stocks to unspecified subscribers without classifying the category of persons to whom the opportunity of subscription of new stocks shall be granted
2.Method to grant opportunity of subscription of new stocks to unspecified individuals including stocks not subscribed after allocating new stocks toward employee ownership members under related laws
3.Method to grant opportunity of subscription of new stocks to unspecified individual if there are stocks not subscribed after granting preferentially the opportunity of subscription of new stocks to stockholders
4.Method to grant opportunity of subscription of new stocks to persons of specific category on the reasonable basis under related law such as demanding forecasting established by investment dealer or investment agent as acceptor or intermediary
③ In case of allocation of new stocks under subparagraph 2 and 3, the provisions under Article 416, subparagraph 1, 2, 2-2, 3 and 4 of the Commercial Law shall be notified to stockholders or announced until 2 weeks prior to fixed date for payment. However, such notification and announcement may be substituted for the announcement of main point report under Article 165-9 of Capital Markets and Financial Investment Services Law to Financial Services Commission and exchange.
④ In case of issue of new stocks with one of the methods of each subparagraph of Paragraph (1), the type, number and issuing price, etc. of stocks to be issued shall be determined by the board resolution.
⑤ In the event that the Company allocates new stocks, in regard to stocks not subscribed for new stock allocation or whose price is not paid until its fixed date, its handling method shall be determined by the board resolution under provisions of related laws such as appropriateness of issuing price.
⑥ The Company shall determine the method of handling fractional lots generated while allocating new stocks by the board resolution, as stipulated in the relevant laws and regulations.
⑦ If the Company allocates new stocks under Paragraph (1), subparagraph 1, it shall issue certificate of preemptive right to the stockholder.
Article 10-2 (Stock Option)
① This Company may grant stock options to its executives and employees (including executives and employees of affiliated companies as stipulated in Article 30 of the Enforcement Decree of the Commercial Act. Hereinafter it shall be the same in this Article) within the limit of 15/100 of the total number of issued stocks by a special resolution of the general meeting of stockholders. However, within the limit of 3/100 of the total number of issued stocks, stock options may be granted to persons other than the directors of the Company by the board resolution. If stock options are granted by the board resolution, the Company shall obtain approval fr|om the first general meeting of stockholders convened after the grant. The stock option granted by the general meeting of stockholders or the board resolution may be of a performance-linked type linked to business performance goals or market indices.
② The person to be granted the stock option shall be a person who contributes or may contribute to the establishment, management, overseas sales, or technological innovation, etc. of the Company.
③ The stocks to be issued by the exercise of the stock option (in cases where the difference between the exercise price of stock options and the market price is delivered in cash or treasury stock, it refers to stocks that serve as the basis for calculating the difference) shall be determined by a resolution of the general meeting of stockholders or the board of directors granting stock options among the stocks under Article 8.
④ The number of executives and employees subject to the stock option may not exceed 50/100 of the incumbent executives and/or employees, and the stock option granted to an executive or one employee may not exceed 10/100 of the total number of issued stocks.
⑤ The exercise price per stock of the stocks for which the stock option is to be exercised shall not be less than the value of each of the following subparagraphs:
1. In the case of issuing and delivering new stocks, the higher of the following prices:
a.The real value of stocks as of the grant date of stock options
b.Par value of the stock concerned
2.In the case of transfer of treasury stock, the real value of the stock as of the date of granting the stock option
⑥ The stock option may be exercised within 7 years fr|om the date when 2 years have elapsed fr|om the date of resolution in Paragraph (1).
⑦ A person who has been granted the stock option may exercise it only after he or she has been in office for at least two years fr|om the date of resolution under Paragraph (1). However, if the person who has been granted the stock option dies within 2 years fr|om the date of the resolution in Paragraph (1) or resigns or retires due to other reasons not attributable to himself/herself, the stock option may be exercised during the exercise period.
⑧ The provisions of Article 10-4 shall apply mutatis mutandis to dividends of profits on new stocks issued due to the exercise of stock options.
⑨ In any of the following cases, the grant of stock options may be revoked by the board resolution:
1.In case the executive or employee who has been granted stock options resigns or quits his/her job arbitrarily
2.In case the executive or employee who has been granted stock options intentionally or negligently causes serious damage to the Company
3.In case the Company is unable to respond to the exercise of stock options due to bankruptcy or dissolution, etc. of the Company
4.In the event of any other reasons for cancellation specified in the contract for granting stock options
Article 10-3 (Employees’ Stock Option)
① The Company may grant employees’ stock option to members of the employee stockholders' association as stipulated in Article 39 of the Framework Act on Employee Welfare by special resolution of the general meeting of stockholders within the limit of 15/100 of the total number of issued stocks. However, within the limit of 3/100 of the total number of issued stocks, the employees’ stock option may be granted by the board resolution.
② The stocks to be issued through the exercise of the employees’ stock option shall be registered ordinary stocks.
③ In the cases provided for in any of the following subsections, the grant of employees’ stock options may be revoked by the board of directors:
1. When a member of the employee stockholders' association to whom the employees’ stock option has been granted has intentionally or negligently inflicted serious damage to the Company
2.When the Company is unable to respond to the exercise of employee stock options due to bankruptcy or dissolution, etc.
3.In the event of any other cause for cancellation specified in the employees’ stock option grant agreement
④ The provisions of Article 10-4 shall apply mutatis mutandis to the distribution of profits on the new stocks issued upon the exercise of employees’ stock options.
Article 10-4 (Distribution Value Date of New Stocks)
If new stocks are issued by the Company by capital increase for value, capital increase without compensation, or stock dividend, it shall be deemed issued at the end of previous business year of the business year which the moment of issue of new stocks belongs to.
Article 11 (Name Transfer Agent)
① In this Company, a name transfer agent shall be placed.
② The name transfer agent, the place of business management, and the scope of the agency work shall be determined by the board resolution.
③ The stockholder’s list or its copy of this Company shall be furnished in the place of business management of the name transfer agent, and electronic registration of stocks, management of the stockholder’s list, and other business related to stocks shall be treated by the name transfer agent.
④ The procedures related to the handling of office work under Paragraph (3) shall be in accordance with the provisions regarding name transfer agency of securities by the name transfer agent.
Article 12 (Preparation and Keeping of Stockholder’s List)
① When this Company receives a notice of the owner's specification fr|om the electronic registration authority, it shall prepare and keep the stockholder's list by entering the notice contents and the date of the notice.
② This Company may request the electronic registration authority to prepare the owner's specification if necessary, such as when there is a change in the current status of stockholders (including affiliated persons, etc.) with a stake of 5% or more.
Article 13 (Closure of Stockholder’s List and Base Date)
① The Company shall suspend the change of description of stockholder’s list fr|om January 1 to January 14 of each year.
② The Company shall designate stockholders described on the latest stockholder’s list on the date of December 31 of each year as stockholders who may execute rights at the ordinary general meeting of stockholders in regard to its settlement period.
③ The Company may suspend the change of description of stockholder’s list assigning certain period which does not exceed 3 months by the board resolution, or may see stockholders described on the stockholder’s list on the date fixed by the board resolution as stockholders who may execute such right, if necessary, such as in case of the convening of an extraordinary general meeting of stockholders, and if the board of directors deems it necessary, it may suspend changes to the stockholder’s list and designate the base date. The Company shall announce it 2 weeks before.