Adopted, Amended Information

Adopted
2013.08.01
Amended
2021.03.23

Articles of Incorporation Infomation

Chapter I. General Provisions
Article 1. Name

The name of the Company is, in Korean, NHN Jushikhoisa and in English, NHN Corporation (hereafter referred to as the "Company"). <Revised 2019.03.29>

Article 2. Objectives

The objectives of the Company are to engage in the following business activities: <Revised 2016.03.25>

  1. (1) Information processing and information communications services through use of computers and telecommunications equipment;
  2. (2) Sale of system integration services;
  3. (3) Development, sale and lease of software;
  4. (4) Specialized services related to information processing technology;
  5. (5) Advanced information communications services;
  6. (6) Advertising agency business;
  7. (7) Public opinion polls and research business;
  8. (8) Real estate lease business;
  9. (9) E-commerce and related distribution business;
  10. (10) Supplemental communications business;
  11. (11) Payment deposit business;
  12. (12) Electronic payment agency business;
  13. (13) Advanced payment issuance and management business;
  14. (14) Online/offline education business;
  15. (15) Issuance and management of electronic debit payment;
  16. (16) Manufacture, sale, renting, installation, maintenance and repair, and related services of computer and peripheral equipment, and video equipment;
  17. (17) Manufacture, processing and sale of textiles, apparel, and leather products;
  18. (18) Telecommunications billing service;
  19. (19) Foreign exchange service;
  20. (20) Electronic bill presentment and payment;
  21. (21) Special category telecommunications business;
  22. (22) Location information and location-based service business;
  23. (23) Wire/wireless agency and brokerage of video, cartoon and other contents;
  24. (24) Leasing of telecommunications office and auxiliary facilities;
  25. (25) Installation, management, maintenance, leasing, service and construction related to aforementioned businesses;
  26. (26) Any and all businesses incidental to each of the aforementioned objectives
Article 3. Location of the Head Office and Establishment of Branches, etc
  1. (1) The head office of the Company shall be located in Gyeonggi-do.
  2. (2) The Company may establish branches, sub-branches, offices or overseas subsidiaries within or outside Korea, by resolution of the Board of Directors, whenever necessary.
Article 4. Method of Giving Public Notice

Public notices by the Company shall be made through the Company's internet homepage(http://www.nhn.com). However, in cases of unavoidable circumstances including system outage, public notice shall be made through publication in the Maeil Business Newspaper, a Korean language daily newspaper published in Seoul. <Revised 2019.03.29>

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Chapter II. Shares
Article 5. Total Number of Shares to be Issued

The total number of shares to be issued by the Company shall be 300,000,000 shares.

Article 6. Par Value per Share

The par value per share issued by the Company shall be 500 Won per share.

Article 7. Total Number of Shares to be Issued at the Time of Incorporation

The total number of shares to be issued by the Company at the time of incorporation shall be 15,165,025 shares (at a per share price of 500 Won).

Article 8. Classes of Shares
  1. The class of shares to be issued by the Company shall be common shares and class shares, both in registered form. <Revised 2015.03.27, 2017.03.24>
Article 8-1. Electronic registration of the rights to be marked in the stocks and certificate of preemptive right to new stocks <Revised 2019.03.29>
  1. This company shall register the rights to be marked in the stocks and certificate of preemptive right to new stocks of electronic registration account book of the electronic registration institution instead of issuing stock certificates and certificate of preemptive right to new stocks.
Article 9. Number and Contents of Class Shares <Revised 2017.03.24>
  1. The class shares that may be issued by the Company shall include a class different from a common class concerning the dividend of profits or the distribution of remaining assets, a class different from a common class concerning the exclusion of voting rights or restriction of voting rights, redeemable shares, convertible shares and other classes of shares that combine all or part of the above classes of shares, and the number of class shares that can be issued is limited to 1/4 of all shares issued.
Article 9-1. Different Class of Shares Concerning the Dividend of Profits, Exclusion of Voting Rights <New 2017.03.24>
  1. (1) The Company may, by the resolution of the Board, issue a class of shares different from a common class concerning the dividend of profits, exclusion of voting rights (hereinafter referred to as 'Non-voting preferred Shares'), and the number of the Non-voting preferred shares shall not exceed 1/4 of all shares issued.
  2. (2) The dividends on Non-voting preferred shares shall be paid by cash in preference according to the preferred rate determined by the Board. In such case the Board shall determine such rate in light of dividend rates of recent years, necessity of fund raising, market conditions and all other circumstances relating to the issue of different classes of shares.
  3. (3) In case the dividend rate on common shares is higher than that on Non-voting preferred shares, whether the amount of such excess should be distributed on a pro rata basis amongst the holders of the common shares and those of preferred shares or should not be distributed at the time of the resolution of the Board.
  4. (4) In case the prescribed dividends have not been distributed to the holders of the Non-voting preferred shares during a certain fiscal year, whether the cumulative dividends that have been unpaid up to that point should be distributed preferentially at the time of dividend distribution for the following fiscal year or should not be distributed at the time of dividend distribution for the following fiscal year at the time of the resolution of the Board.
  5. (5) In case where a resolution not to pay the prescribed dividends on Non-voting preferred shares is adopted, Non-voting preferred shares will be deemed to have voting rights, from the date of the general meeting of shareholders immediately following the general meeting of shareholders at which such resolution was adopted until the last day of the general meeting of shareholders at which a resolution to pay preferred dividends is adopted; provided, however, that the Board may determine that the Non-voting preferred shares will not be deemed to have voting rights.
  6. (6) In case of issuance of new shares, the Company shall allocate the common shares to the holders of Non-voting preferred shares, but in case of bonus issues, the Company shall allocate shares of the same class to the holders of Non-voting preferred shares.
  7. (7) The Board shall determine the duration of the Non-voting preferred shares at the time of issuance. The Non-voting preferred shares shall be converted into the common shares upon the expiry of such duration. However, if the dividends have not been paid on the Non-voting preferred shares, such duration may be extended to the full payment thereof.
  8. (8) (Deleted) <Revised 2021.03.23>
Article 9-2. Convertible Shares <New 2017.03.24>
  1. (1) The Company may, by the resolution of the Board, issue shares (the “Convertible Shares”) which can be convertible into common shares or different class of shares upon the choice of the Company or the shareholders, provided, however, the number of class shares that can be issued is limited to 1/4 of all shares issued.
  2. (2) The total issuance price of the shares to be issued upon the conversion shall be equal to that of the underlying shares outstanding immediately before the conversion, and the number of shares to be issued upon the conversion shall be determined by the Board.
  3. (3) The conversion period to be exercised by the Company or the shareholders shall be determined at the time of issuance by the Board within twenty years from the issuance date.
  4. (4) In the following cases, the Company may choose to convert convertible shares to common shares or other classes of shares.
    1. ① In case the financial position of the Company needs improvement
    2. ② In case of managerial requisites of the Company, by a resolution of the Board of Directors, in consideration of circumstances related to such issuance.
  5. (5) (Deleted) <Revised 2021.03.23>
Article 9-3. Redeemable Shares <New 2017.03.24>
  1. (1) The Company may, by the resolution of the Board, issue shares (the “redeemable shares”) which can be cancelled with profits upon the choice of the Company or the shareholders, however, the number of class shares that can be issued is limited to 1/4 of all shares issued.
  2. (2) The redemption price of the redeemable shares shall be calculated by the sum of the issue price and the premium, and the premium amount shall be determined at the time of issuance by a resolution of the Board of Directors in consideration of the interest rate, market conditions and other circumstances related to such issuance, however, in case of adjustment of the redemption price, the intent of the Board of Directors to adjust the redemption price, causes for adjustment, adjustment method, etc. must be determined by the Board of Directors.
  3. (3) The redemption period shall be determined by the Board of Directors as a period within twenty years from the issuance date, considering dividend rates of recent years, necessity of fund raising, market condisions and all other circumstances relating to the issue. However, the redemption period may be extended in the event of any of the following until full resolution thereof:
    1. ① If the redemption is not made within the redemption period due to insufficient profits of the Company; or
    2. ② If the holders of the redeemable shares do not receive dividends entitled to them
  4. (4) The Company may redeem all of its redeemable shares in lump sum or any portion thereof. Provided that, in case of partial redemption, the Company may determine the shares to be redeemed, by proportional allotment. Any fractional shares arising from installment redemption shares shall not be redeemed.
  5. (5) The Company shall give notice to the shareholders and pledgees recorded in the shareholders' registry of such intention two weeks prior to the redemption.
  6. (6) Shareholders may request the Company for the redemption of its redeemable shares in lump sum or any portion. In case existing profits of the Company are not sufficient to redeem all of the shares to be redeemed at once, the Company may redeem in installments, and in such case, the Company may designate the share to be redeemed on a pro rata basis. Fractional shares arising from installment redemption shares shall not be redeemed.
  7. (7) The shareholders who intend to redeem redeemable shares shall give notice to the Company, at least two weeks prior to the redemption, their intention and the shares subject to be redeemed.
  8. (8) The Company may distribute negotiable instruments (other than shares of different classes) or other assets in lieu of cash as consideration for the Company’s acquisition of shares.
Article 10. Preemptive Rights
  1. (1) The Company shall determine the manner of issuing new shares by the resolution of the Board of Directors in following cases. <Revised 2015.03.27>
    1. 1. Where the Company offers new share subscription rights to existing shareholders in order to allocate new shares based on the number of existing shares;
    2. 2. Where the Company offers new share subscription rights to a specific individual(including the shareholder of the Company) in order to achieve the Company's management purposes such as introducing new technology and improving financial structure, in a manner not described in Item 1 above and to the extent that the number of such new shares does not exceed 30/100 of the total number of outstanding shares; and
    3. 3. Where the Company offers new share subscription rights to a unspecified individuals(including the shareholder of the Company) and allocates new shares to the subscriber in a manner not described in Item 1 above and to the extent that the number of such new shares does not exceed 50/100 of the total number of outstanding shares.
  2. (2) In cases where new shares are allocated by the manner described in Paragraph 1 Item 3 above, the new shares may be allocated by the resolution of the Board of Directors and corresponding to any one of the following provisions. <Revised 2015.03.27>
    1. 1. Where the Company allocates new share to unspecified individual subscribers without classifying individuals with new share subscription rights;
    2. 2. Where the Company grants new share subscription rights to unspecified individuals after allocating new shares to members of the Employees Share Ownership Association pursuant to related laws;
    3. 3. Where the Company grants new share subscription rights to unspecified individuals in cases where there are unsubscribed shares after the new share subscription rights were granted to existing shareholders with priority; or
    4. 4. Where the Company grants new share subscription rights to specified individuals corresponding to rational standards set forth in related laws such as supply estimation by the investment management or investment brokerage as the underwriter or intermediary.
  3. (3) In the case of issuing new shares in the manner described in the manner described in provision of Paragraph 1 above, the class, number and price thereof shall be determined by a resolution of the Board of Directors. <Revised 2015.03.27>
  4. (4) If any shareholder waives or forfeits his/her preemptive rights for new shares or any fractional shares resulting from the allocation of the new shares, the method of dealing with such new shares or fractional shares shall be determined by a resolution of the Board of Directors. <Revised 2015.03.27, 2017.03.24>
  5. (5) The Company shall determine the method of dealing with fractional shares resulting from the allocation of the new shares by a resolution of the Board of Directors. <Revised 2015.03.27, 2017.03.24>
Article 11. Stock Options
  1. (1) The Company may grant its officers and employees and affiliated company’s officers and employees (pursuant to Article 30 of KCC Enforcement Decree hereafter) stock options by a special resolution of the general shareholders meeting, to the extent of not exceeding 15/100 of the total number of issued shares, provided, however the Company may grant stock option to its officers and employees by a resolution of the Board of Directors to the extent of not exceeding 3/100 of the total number of issued shares. In such a case, the Company may grant such stock options to be linked to the management performance or share price index.
  2. (2) In the case of granting stock options by a resolution of the Board of Directors prescribed in the provision of Paragraph 1 above, the resolution must be approved at the general shareholders meeting held after the date of resolution. <Revised 2014.03.28>
  3. (3) Those eligible for a stock option shall be the Company’s officers or employees who contribute or have the capacity to contribute to the Company’s incorporation, management, or technological innovation, etc. but excluding any person fitting any of the following descriptions. However, if the person became a specially related person(s) (hereinafter having the meaning defined in Article 34 of the KCC Enforcement Decree) following the promotion or joining of the Company as an executive (including the case where the executive or auditor does not conduct work for affiliated company ). <Revised 2016.03.25>
    1. 1. The Company’s largest shareholder (hereinafter, having the meaning defined in Article 542-8 Paragraph 2 Item 5 of the KCC) and any specially related person(s);
    2. 2. The Company’s principal shareholder(s) (hereinafter, having the meaning defined in Article 542-8 Paragraph 2 Item 6 of the KCC) and any specially related person(s); or
    3. 3. A person who becomes a principal shareholder of the Company as a result of exercising his/her stock options
  4. (4) The shares to be delivered as a result of the exercise of stock options hereunder (in case there is a difference between the share price at which such stock options are exercised and the market value of relevant share is paid in cash or treasury share, the share on the basis of which such difference is calculated) shall be shares described in Article 8 and determined by general shareholders' meeting where stock options are granted or by the resolution of the Board of Directors.
  5. (5) The number of officers and employees who are eligible for stock options hereunder shall not exceed 90/100 of the total number of officers and employees in office at the time of the grant. The number of shares covered by a stock option that may be granted to an officer or employee of the Company shall not exceed 10/100 of the total number of issued shares.
  6. (6) The per-share price at which stock options are exercised shall not be lower than either of the following prices. Such provision shall also apply to where the relevant stock option exercising price is adjusted subsequently after the grant of stock options.
    1. 1. If new shares are to be issued and delivered, the higher of the following prices:
      1. A. Actual market value of relevant shares as of the date of such stock options granted; or
      2. B. Face value of relevant shares.
    2. 2. Otherwise, the market value of relevant shares evaluated pursuant to Item 1-A above.
  7. (7) The stock options may be exercised after two (2) years from the date of the resolution set forth in Paragraph 1 above. However, if he/she is deceased within two (2) years from the date of the resolution set forth in Paragraph 1 above or retires or resigns from office due to causes not attributable to him/her, he/she may exercise stock options during the above period.
  8. (8) The stock options may be exercised within five (5) years and after two (2) years from the date of the resolution set forth in Paragraph 1 above.
  9. (9) The grant of the stock option may be cancelled by a resolution of the Board of Directors in any of the following cases: <Revised 2016.03.25>
    1. 1. Where the relevant officer or employee of the Company voluntarily retires from his/her office after being granted stock options;
    2. 2. Where the relevant officer or employee of the Company causes substantial damage to the Company due to his/her willful misconduct or negligence;
    3. 3. Where the stock options may not be exercised due to the Company’s bankruptcy or dissolution; or
    4. 4. Where any cause for cancellation set forth in the stock option agreement occurs.
  10. (10) (Deleted) <Revised 2021.03.23>
Article 12. Purchase Option of Employee Stocks
  1. (1) The Company may grant members of employees stock ownership association, purchase options for employee stocks by a special resolution of the general shareholders meeting, to the extent of not exceeding 20/100 of the total number of issued shares in pursuant to Article 32-2 of the FAWW. Provided, however the Company may grant members of employees stock ownership association purchase options for employee stocks by a resolution of the Board of Directors to the extent of not exceeding 10/100 of the total number of issued shares. <Revised 2017.03.24>
  2. (2) In the case of issuance or assignment of the shares following the exercise of the option, the class of the shares of the Company shall be common shares. <Revised 2017.03.24>
  3. (3) (Deleted) <Revised 2014.03.28>.
  4. (4) Purchase option of employee stocks may be exercised after six (6) months to two (2) years after the date of grant set forth in provisions of Paragraph 1 above. However, the option may be exercised with the specific period during or with the end of the time set forth by the resolution set forth in provision of Paragraph 1 above.
  5. (5) The exercise price for the purchase option of employee stocks shall exceed 70/100 of the par value set forth in Article 14 of the Framework Act on Workers’ Welfare Enforcement Regulations. However, in the case of shares issuance for the granted options where exercise price is below the face value, the face value may be replaced as the exercise value. <Revised 2017.03.24>
  6. (6) The grant of purchase option of employee stocks may be cancelled by a resolution of the Board of Directors in any of the following cases <Revised 2016.03.25>
    1. 1. Where the grantee causes substantial damage to the Company by willful misconduct or negligence;
    2. 2. Where the Company is unable to respond to the exercise of options due to the Company’s bankruptcy or dissolution; or
    3. 3. Where any event that constitutes the cause for cancellation of option occurs pursuant to the agreement that granted such option.
  7. (7) (Deleted) <Revised 2021.03.23>
Article 13. Equal Dividends <Revised 2021.03.23>

The Company shall equally pay the dividends with respect to the same classes of shares issued (including the case of being converted into the new shares) as of the record date for the payment of dividends, irrespective of the issuance date thereof.

Article 14. (Deleted) <Revised 2014.03.28>
Article 15. Transfer Agent
  1. (1) The Company shall retain a transfer agent for shares.
  2. (2) The transfer agent, the location where its services are to be rendered and the scope of its duties, shall be determined by a resolution of the Board of Directors of the Company.
  3. (3) The Company shall keep the shareholders registry, or a duplicate thereof, at the location where the transfer agent renders its services. The transfer agent shall deal with the electronic registration of shares, the management of the list of stockholders and other share-related matters. <Revised 2019.03.29>
  4. (4) The procedure of dealing with such matters mentioned in Paragraph 3 shall be subject to the regulation set by the relevant laws regarding the work of Transfer Agent. <Revised 2021.03.23>
Article 16. Preparation and display of the Register of Shareholders <Revised 2019.03.29, 2021.03.23>
  1. (1) In cases where the Company is notified of the particulars of shareholders from the electronic registration institution, the Company shall prepare and display the register of shareholders with the notified matters and the year and date of notification.
  2. (2) The Company may prepare a register of shareholders in electronic form.
Article 17. Closing of the Shareholders Registry and Record Date
  1. (1) The Company shall suspend entry of alterations in the register of shareholders in respect of the shareholders’ rights during the period from January 1 to January 7 of each year.
  2. (2) The Company shall deem those shareholders whose names appear in the list of shareholders on December 31 of each year to be the shareholders entitled to exercise their rights as shareholders at the annual general shareholders meeting.
  3. (3) In the case of convening an extraordinary general shareholders meeting or in any other necessary cases, the Company may suspend entry of alterations in the register of shareholders with respect to a shareholders’ rights for a period no longer than three (3) months, by a resolution of the Board of Directors, or may authorize those who are registered in the shareholders registry as of a record date which shall be a date set by a resolution of the Board of Directors, to exercise their rights as the Company’s shareholders. If the Board of Directors deem it necessary, the Company may suspend the entry of alterations in the registry of shareholders and designate the record date at the same time. In such case, the Company shall provide public notice in relation thereof at least two weeks prior to the record date.
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Chapter III. Bonds
Article 18. Issuance of Bonds <Revised 2015.03.27>
  1. (1) The Company may issue bonds by a resolution of the Board of Directors.
  2. (2) (Deleted) <Revised 2016.03.25>
Article 18-1. Electronic registration of the rights to be marked in the debentures and policy of preemptive right to new stocks <Revised 2019.03.29>
  1. This company shall register the rights to be marked in the debentures and policy of preemptive right to new stocks of electronic registration account book of the electronic registration institution instead of issuing debentures and policy of preemptive right to new stocks. However, in the case of the debentures, the Company may not electronically register the debentures other than the listed debentures, etc. which should be electronically registered in accordance with the applicable laws and regulations. <Revised 2021.03.23>
Article 18-2. Issuance of Convertible Bonds <Revised 2016.03.25>
  1. (1) The Company may issue convertible bonds to any person(s) other than the Company’s shareholders by a resolution of the Board of Directors under the following instances. <Revised 2015.03.27, 2016.03.25>
    1. 1. Through granting convertible bond subscription rights to allocate bonds that their aggregate par value does not exceed 500 billion Won to specified individuals(including shareholders) for the purpose of achieving management objectives including introduction of new technology and improvement of financial structure in cases not set forth in Article 10 Paragraph 1 Item 1 above; or
    2. 2. Through allocating convertible bonds that their aggregate par value does not exceed 500 billion Won to subscribers following the grant of convertible bond subscription rights to unspecified individuals in cases not set forth in Article 10 Paragraph 1 Item 1 above.
    3. 3. (Deleted)
  2. (2) In cases where convertible bonds are allocated by the manner described in Paragraph 1 Item 2 above, the new bonds may be allocated by the resolution of the Board of Directors and corresponding to any one of the following provisions. <Revised 2015.03.27>
    1. 1. Where the Company allocates new bonds to unspecified individual subscribers without classifying individuals with new share subscription rights;
    2. 2. Where the Company grants bond subscription rights to unspecified individuals in cases where there are unsubscribed bonds after the new bond subscription rights were granted to existing shareholders with priority; or
    3. 3. Where the Company grants new bond subscription rights to specified individuals corresponding to rational standards set forth in related laws such as supply estimation by the investment management or investment brokerage as the underwriter or intermediary.
  3. (3) The convertible bonds referred to in Paragraph 1 above, the Board of Directors may also issue such bonds on condition that only a part thereof be granted the right to convert to capital shares.
  4. (4) The shares to be issued as a result of conversion of such bonds shall be common shares or class shares, and the applicable conversion price shall be equal to or higher than the par value per share of such new shares, as determined by the Board of Directors at the time of issuance of such bonds.
  5. (5) The period in which holders of convertible bonds are entitled to make a request for conversion hereunder shall begin on the day after three (3) months have elapsed from the date of issuance thereof and end on the day immediately preceding the maturity date thereof provided, however, that in the event that the convertible bonds are issued by a method other than public offering, conversion may be requested during the period from the date when one (1) year has elapsed after the relevant convertible bonds are issued to the date immediately prior to the redemption date of the bonds. However, the period for requesting conversion may be adjusted by a resolution of the Board of Directors within the aforementioned period.
  6. (6) In case of being converted into the new shares, the company shall pay interest only on the interest for which the payment period has reached before the conversion. <Revised 2021.03.23>
Article 19. Issuance of Bonds with Warrants
  1. (1) The Company may issue bonds with warrants to persons other than shareholders in the cases set forth in Article 18-2 Paragraph 1 above by a resolution of the Board of Directors. <Revised 2016.03.25>
  2. (2) In cases where bonds are allocated by the manner described in Article 18-2 Paragraph 1 Item 2, the provisions of Article 18-2 hereof shall apply. <Revised 2016.03.25>
  3. (3) The shares to be issued as a result of exercise of warrants shall be common shares and the applicable conversion price shall be equal to or higher than the par value per share of such new shares, as determined by the Board of Directors at the time of issuance of such bonds.
  4. (4) The shares to be issued upon exercise of warrants shall be common shares or class shares, and the issue price shall be equal to or higher than the par value per share of such new shares, as determined by the Board of Directors at the time of issuance of such bonds. <Revised 2017.03.24>
  5. (5) The period in which holders of bonds with warrants are entitled to make a request for exercise hereunder shall begin on the day after three (3) months have elapsed from the date of issuance thereof and end on the day immediately preceding the redemption date thereof provided, however, that in the event that the bonds with warrants are issued by a method other than public offering, exercise may be requested during the period from the date when one (1) year has elapsed after the relevant warrants are issued to the date immediately prior to the redemption date of the bonds. However, the period for requesting exercise may be adjusted by a resolution of the Board of Directors within the aforementioned period.
  6. (6) (Deleted) <Revised 2021.03.23>
Article 20. Issuance of Participating Bonds
  1. (1) The Company may issue participating bonds to persons other than shareholders by a resolution of the Board of Directors to the extent that the aggregate face value amount of the bonds shall not exceed 500 billion Won.
  2. (2) The participating bonds stipulated in Paragraph 1 above, may participate in the Company’s distribution of dividends at the rate of 5/100 of the dividends for common stock.
  3. (3) The quarterly dividends under Article 57 shall not apply to participating bonds.
  4. (4) The issue price of the participating bonds stipulated in Paragraph 1 shall be determined by the Board of Directors at the time of issuance.
Article 21. Issuance of Exchangeable Bonds
  1. (1) The Company may issue exchangeable bonds to persons other than shareholders by a resolution of the Board of Directors to the extent that the aggregate face value amount of the bonds shall not exceed 500 billion Won.
  2. (2) Details pertaining to issuance of exchangeable bonds shall be determined by resolution of the Board of Directors.
Article 22. Applicable Provisions Concerning Issuance of Bonds

The provisions of Articles 15 and 16 hereof shall apply mutatis mutandis to the issuance of bonds. <Revised 2019.03.29>

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Chapter IV. General Shareholders Meeting
Article 23. Convening of Meeting of Shareholders
  1. (1) The Company’s meetings of shareholders shall consist of annual general shareholders meeting and extraordinary shareholders meeting.
  2. (2) Annual general shareholders meeting shall be convened within three (3) months after the close of each fiscal year and extraordinary shareholders meeting shall be convened at any time whenever deemed necessary.
Article 24. Person Authorized to Convene Meeting of Shareholders
  1. (1) Unless otherwise provided in relevant laws and regulations, the general shareholders meeting shall be convened by the Representative Officer of the Company in accordance with a resolution of the Board of Directors.
  2. (2) If Representative Officer is absent or unable to execute his/her duties, the provisions of Article 40 Paragraph 2 hereof shall apply mutatis mutandis.
Article 25. Personal and Public Notice of Convening Shareholders Meeting
  1. (1) In convening a general shareholders meeting, a notice thereof either in written or electronic form, which sets forth the time, date, place and agenda of the meeting, shall be sent to each shareholder at least two (2) weeks prior to the date of the meeting.
  2. (2) The written notice to shareholders holding not more than 1/100 of the total number of issued and outstanding shares with voting rights stated in provisions of Paragraph 1 above may be replaced by public notices made at least twice in the Korea Economic Daily and the Maeil Business Newspaper, circulated in Seoul two weeks prior to the meeting or through a disclosure at Data Analysis, Retrieval and Transfer System operated by Financial Supervisory Commission or the Korea Stock Exchange. The public notice of a meeting shall announce that the general meeting will be held and shall include the agenda of the meeting.
  3. (3) In case of personal notification according to Paragraph 1 or public notice according to Paragraph 2, if the purpose is to appoint directors, then information such as the names and brief personal records of the candidates for such directors and others shall be included in such notices as prescribed by the Article 542-4 Paragraph 2 of the KCC.
  4. (4) When the Company gives personal or public notice of convening of general shareholders meeting in accordance with Paragraph 1 and 2 above, information such as performance and remuneration of outside directors and operations of the Company in accordance with Article 542-4 Paragraph 3 of KCC. However, if the Company posts such matters on the online corporate website and keeps them at the head office and branches of the Company, the transfer agent company, the Financial Supervisory Commission, and the Korea Stock Exchange, it shall replace notice or public notice thereof.
Article 26. Place of the Meeting

The shareholders meeting shall be held at the place where the Company's headquarters is located or other places adjacent thereto as deemed necessary.

Article 27. Chairman
  1. (1) The Representative Officer shall preside over the general meetings of shareholders as chairman.
  2. (2) In the absence of the Representative Officer, the provision of Article 40, Paragraph 2 shall apply mutantis mutandis.
Article 28. Chairman’s Authority to Maintain Order
  1. (1) The chairman of a general shareholders meeting may order the suspension, cancellation of statements or removal of person(s) who deliberately speak or behave in a manner that disrupts the proceedings of the meeting or otherwise interferes with the proceedings.
  2. (2) The chairman of a general shareholders meeting may limit the length and frequency of statements made by a shareholder whenever deemed necessary to facilitate the smooth proceedings of the meeting.
Article 29. Voting Right

Each shareholder shall have one (1) vote for each share he/she owns.

Article 30. Limitation on Voting Rights of Cross-Held Shares

If the Company, its parent company and subsidiary, or its subsidiary holds shares exceeding 1/10 of the total number of issued shares of a third company, then the shares of the Company held by that third company shall have no voting rights.

Article 31. Split Exercise of Voting Rights
  1. (1) If a shareholder holding more than two (2) votes wishes to split his/her votes, he/she shall give written notice to the Company of such intention and the reason therefore at least three (3) days prior to the meeting.
  2. (2) The Company may refuse to allow a shareholder to split his/her votes unless such shareholder holds shares in trust or on behalf of a third party.
Article 32. Exercising Votes by Proxy
  1. (1) A shareholder may exercise his/her vote by proxy.
  2. (2) In case of Paragraph 1 above, the proxy shall present appropriate documents evidencing his/her power of representation (a power of attorney) prior to the opening of the general shareholders meeting.
Article 33. Method of Adopting Resolution at Shareholders Meeting

Unless otherwise provided in relevant law or these Articles of Incorporation, all resolutions of general shareholders meetings shall be adopted by the affirmative votes of the majority of shareholders present at the meeting; provided, that, such votes shall represent at least one fourth (1/4) of total number of issued and outstanding shares of the Company.

Article 34. Minutes of General Shareholders Meeting

The substance of the course and proceedings of a general shareholders meeting and the results thereof shall be recorded in the minutes, which shall bear the names and seals or signatures of the chairman and the directors present at the meeting, and shall be kept at the head office and branches of the Company.

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Chapter V. Directors, Meeting of the Board of Directors
SECTION 1. DIRECTORS
Article 35. Number of Directors

The Company shall have at least three (3) but not more than nine (9) directors, and the number of outside directors shall be more than a quarter of the total number of directors.

Article 36. Election of Directors
  1. (1) Directors shall be elected at a general shareholders meeting.
  2. (2) A resolution for the election of directors shall be passed by the affirmative votes of the majority of the shareholders present; provided, that, such votes shall represent at least one fourth (1/4) of the total number of issued and outstanding shares.
  3. (3) In case two (2) directors or more are elected at shareholders meeting, the cumulative vote stipulated in Article 382-2 of the KCC shall not apply.
Article 37. Term of Directors
  1. (1) The term of office for directors shall be three (3) years; provided, however, that such term of office shall be extended until the close of the annual shareholders meeting convened in respect of the last period for the settlement of accounts comprised in their term of office if their term of office expires after the end of the said last period for the settlement of accounts but before the close of the such general shareholders meeting.
  2. (2) The term of office for a director who was appointed to fill a vacancy shall be the remainder of the term of office of his/her predecessor.
Article 38. Election to Fill a Vacancy in the Office of Director
  1. (1) If there is a vacancy in the number of directors, a director shall be elected at a shareholders meeting to fill such a vacancy; provided, however, that the foregoing provision shall not apply if the number of the existing directors in office is not less than the number of directors provided in Article 35 hereof and no hindrance is caused to carrying on the Company’s business thereby.
  2. (2) If there is a vacancy in the number of directors and if an outside director is deceased or resigns from office due to causes not attributable to him/her, a director shall be elected at the first shareholders meeting from the period to fill such a vacancy that the number of the existing directors in office is not less than the number of directors provided in Article 35 hereof.
Article 39. Appointment of Representative Director and Others

The Company may appoint two (2) representative directors and a number of vice presidents, senior managing directors and managing directors by resolution of the Board of Directors.

Article 40. Duties of Directors
  1. (1) The representative director shall represent the Company and shall direct the overall operation of the Company.
  2. (2) The vice presidents, senior managing directors, managing directors, and directors shall assist the representative director and shall perform their respective responsibilities as determined by the Board of Directors. In the absence of the representative director, the vice president, senior managing director and managing director shall take his/her place in the foregoing order as determined by the Board of Directors. <Revised 2019.03.29>.
Article 41. Directors’ Obligations
  1. (1) Each director shall faithfully perform his/her duties in the interest of the Company in compliance with law, regulations, and these Articles of Incorporation.
  2. (2) Each director shall exercise due care in the performance of his/her duties in the interest of the Company.
  3. (3) Each director shall not disclose any business secrets of the Company that he/she obtained while serving as director during his/her term and after retirement.
  4. (4) If a director becomes aware of any fact that is likely to cause substantial losses to the Company, he/she must immediately notify the audit committee or a member of an audit committee.
Article 42. Remuneration and Severance Pay for Directors
  1. (1) Remuneration for directors shall be determined by a resolution of a general shareholders meeting.
  2. (2) Severance pay for directors shall be paid in accordance with the Regulations on Severance Pay for Officers adopted by resolution of the general shareholders meeting.
SECTION 2. MEETING OF THE BOARD OF DIRECTORS
Article 43. Composition and Convening of the Board of Directors Meeting
  1. (1) The Board of Directors shall compose of directors and resolve all important matters relating to the execution of the Company’s businesses.
  2. (2) The Chairman or any other director designated by the Board of Directors shall convene a meeting of the Board of Directors by notifying all of the directors thereof at least three (3) days prior to the date of the meeting. Provided, however, that if all member of Board of Directors unanimously consent to holding a Board of Directors meeting, the procedures of convening a meeting may be omitted.
  3. (3) Directors other than the director designated to convene a meeting of the Board of Directors under Paragraph 2 above may request the designated director to convene a meeting. If the designated director refuses to convene such meeting without justifiable reason, the other directors may convene a meeting.
  4. (4) Each director shall report to the Board of Directors of his/her execution of duties at least once every three (3) months.
Article 44. Method of Adopting Resolutions of the Board of Directors
  1. (1) Except for cases where the related laws set strengthened resolution requirements, a quorum for a Board of Directors’ meeting shall be the attendance of a majority of the total number of directors of the Company. Resolutions of the Board of Directors shall be adopted by the affirmative vote of a majority of the directors present at the meeting. <Revised 2015.03.27>
  2. (2) The Chairman shall be elected by resolution of the Board of Directors.
  3. (3) No director having a special interest in any resolution of the Board of Directors shall be allowed to exercise his/her vote upon such resolution.
Article 45. Minutes of Meeting of the Board of Directors

The Board of Directors shall keep minutes of its meetings at the head office of the Company, which shall be executed or sealed by the Chairman and the directors in attendance at such meeting.

Article 46. Committees
  1. (1) The Company shall have committees within the Board of Directors as described below:
    1. 1. An audit committee;
    2. 2. Any other committee required by the related law; and
    3. 3. Any other committee deemed necessary by the Board of Directors.
  2. (2) The composition, authority, operation, and other details pertaining to each committee shall be determined by the resolution of the Board of Directors.
  3. (3) The provisions of Articles 43 through 45 of this Articles of Incorporation shall apply to the committees unless otherwise specified herein.
Article 47. Consultants and Advisors

The Company may have a number of consultants or advisors by a resolution of the Board of Directors.

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Chapter VI. Audit Committee
Article 48. Composition of Audit Committee
  1. (1) The Company shall in lieu of a statutory auditor have an audit committee as set forth in Article 46 above.
  2. (2) The audit committee shall be comprised of at least three (3) directors, with at least two-thirds (2/3) of its members being outside directors.
  3. (3) The audit committee may, if necessary, seek the assistance of experts at the Company's expense.
  4. (4) If there is a vacancy in the number of directors and if an outside director who is the committee of Audit Committee is deceased or resigns from office due to causes not attributable to him/her, a director shall be elected at the first shareholders meeting from the period to fill such a vacancy that the number of the existing directors in office is not less than the number of directors provided in this Article hereof. <Revised 2019.03.29>
  5. (5) The appointment of the members of the audit committee shall be made effective by affirmative votes of a majority of shareholders present at a general meeting, which must be equal to at least one-fourth of the total outstanding shares. Provided, however, in cases where voting rights can be exercised by electronic means in accordance with Article 368-4 Paragraph 1 of the KCC, the appointment of the member of the audit committee may be resolved by votes of a majority of shareholders present at a general meeting. <Revised 2021.03.23>
Article 49. Appointment of the Chairman

(1) The audit committee shall by its resolution appoint a chairman from the outside directors who shall represent the audit committee.

Article 50. Duties of the Audit Committee
  1. (1) The audit committee shall examine the accounts and businesses of the Company.
  2. (2) The audit committee may require the Board of Directors to convene an extraordinary general shareholders meeting by submitting a document which states the agenda of and reasons for convening such meeting.
  3. (3) The audit committee shall appoint external auditors. <Revised 2019.03.29>
  4. (4) The audit committee may request the Company’s subsidiary to report the details of its operations, if deemed necessary for the performance of its duties. In such a case, if the subsidiary fails to immediately report the details, or if deemed necessary to check for the performance, the auditors may investigate the subsidiary’s business operation and financial status.
  5. (5) The audit committee shall take care of matters other than those set forth in Paragraphs 1 though 4 above as delegated by the Board of Directors.
  6. (6) Board of Directors shall not overthrow resolution approved by the audit committee.
Article 51. Minutes of Audit
  1. (1) The audit committee shall maintain a record of its audit activities in an audit report.
  2. (2) The audit report shall contain the audit procedures performed, results of the audit, and the name and seal or signature of the audit committee member(s) who have performed such audit shall be affixed to the audit report.
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Chapter VII. Accounting
Article 52. Fiscal Year

The fiscal year of the Company shall commence on January 1 and end on December 31 of each year.

Article 53. Preparation and Maintenance of Financial Statements and Business Report
  1. (1) The representative director of the Company shall prepare the following documents, together with supplementary documents and the business reports, and have them audited by the audit committee no later than six (6) weeks before the date set for such meeting. The representative director shall submit the following documents and the business report to the ordinary general shareholders meeting:
    1. 1. Balance sheet;
    2. 2. Income statement; and
    3. 3. Statement of appropriation of retained earnings or statement of disposition of deficit.
  2. (2) The chairman of the audit committee shall submit its audit report to the representative director at least one (1) week prior to the day set for the annual general shareholders meeting.
  3. (3) The representative director shall maintain the documents specified in Paragraph 1 and the audit report at the main office for at least five (5) years, and maintain copies thereof at the branches of the Company for at least three (3) years from one (1) week before the date of the ordinary general shareholders meeting.
  4. (4) The representative director shall give public notice of the balance sheet and the external auditors’ report immediately after the documents specified in Paragraph 1 Item 1 above have been approved at the general shareholders meeting. <Revised 2016.03.25>
Article 54. Appointment of External Auditors

With respect to the appointment of external auditors, the Company shall appoint the outsider auditor selected by audit committee pursuant to the provisions of the Act on External Audit of Corporation and shall either report the appointment of external auditors at the first general shareholders meeting held thereafter or notify/announce the Shareholders by posting a notice on the internet homepage of the Company. <Revised 2014.03.28, 2019.03.29>

Article 55. Disposal of Earnings

The Company shall dispose of unappropriated retained earnings of each fiscal year as follows:

  1. 1. Legal reserve;
  2. 2. Other statutory reserves;
  3. 3. Dividends;
  4. 4. Discretionary reserve; and
  5. 5. Other appropriation of retained earnings.
Article 56. Dividends
  1. (1) Dividends may be paid in either cash or shares.
  2. (2) In case the dividends are paid in shares, if the Company has issued several classes of shares, such distribution may be made through shares of different classes by a resolution of a general shareholders meeting.
  3. (3) Dividends in Paragraph 1 above shall be paid to the shareholders or pledgees registered in the shareholders registry of the Company as of the end of each fiscal year.
Article 57. Quarterly Dividends
  1. (1) The Company may pay, by resolution of the Board of Directors, quarterly dividends to shareholders of record as at the end of March, June and September (hereinafter, the "Quarterly Dividend Record Date") in accordance with Article 165-12 of the FSCMA.
  2. (2) The quarterly dividends mentioned in Paragraph 1 above shall be decided by a resolution of the Board of Directors, which resolution shall be made within forty five (45) days from the relevant Quarterly Dividend Record Date.
  3. (3) The maximum amount to be paid as quarterly dividends shall be calculated by deducting the following amounts from the net asset amounts recorded in the balance sheet of the fiscal year immediately prior to the fiscal year concerned:
    1. 1. The amount of capital, as of end of the immediately preceding period for the settlement of accounts;
    2. 2. The aggregate sum of capital reserves and legal reserves, as of end of the immediately preceding period for the settlement of accounts;
    3. 3. The amount appropriated for dividends by resolution adopted at annual shareholders meeting convened at the immediately preceding period for the settlement of accounts;
    4. 4. Voluntary reserves accumulated for specific purposes in accordance with the relevant provisions of the Articles of Incorporation or by resolution of the general shareholders meeting of shareholders until the fiscal year immediately prior to the fiscal year concerned;
    5. 5. Legal reserves to be accumulated for the fiscal year concerned based on the quarterly dividends;
    6. 6. Aggregate amount of possible quarterly dividend within the operating year; or
    7. 7. Unrealized profit set forth in the Act on Implementation of Commercial Act.
  4. (4) (Deleted) <Revised 2021.03.23>
  5. (5) The quarterly dividends for class shares under Article 9 shall be subject to the same dividend rates as that of common stock. <Revised 2015.03.27>
Article 58. Statute of Limitation Period for Claims for Dividends
  1. (1) The right to dividends shall be extinguished by statute of limitation if the right is not exercised for five (5) years.
  2. (2) After the expiration of the statute of limitation applicable period set forth in Paragraph 1 above, unclaimed dividends shall become vested in the Company.
Addendum

These Articles of Incorporation shall be effective as of August 1, 2013.

Addendum

These Articles of Incorporation shall be effective as of March 28, 2014.

Addendum

These Articles of Incorporation shall be effective as of March 27, 2015.

Addendum

These Articles of Incorporation shall be effective as of March 25, 2016.

Addendum

These Articles of Incorporation shall be effective as of March 24, 2017.

Addendum

These Articles of Incorporation shall be effective as of March 29, 2019. However, the amended content of Article 8, Article 8-1, Article 15, Article 16, Article 18-1, Article 22 shall be in the force and effect from the execution of [The Enforcement Decree of the Act on the electronic registration of stocks, bonds, etc.].

Addendum

These Articles of Incorporation shall be effective as of March 23, 2021.

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