Shares

The total number of shares that may be issued by the Company shall be 600,000,000 shares, and the face value of shares issued shall be 5,000 Won per share.

The shares of the Company shall be common shares and preferred shares both in registered form.

The number of preferred non-voting shares that may be issued by the Company shall be 150 Million. 

(2) With respect to preferred non-voting shares, the dividend ratio for preferred shares shall be determined by the Board of Directors at the time of issuance on the basis of par value; provided, that the minimum dividend ratio for preferred shares shall be two (2) percent. However, with respect to the new shares allotted to holders of preferred shares in the merged company due to the merger of the company, the minimum dividend ratio for preferred shares may be one (1) percent. 

(3) In addition to the preferential dividend under Paragraph (2) above, the additional dividend on preferred shares shall be declared by participating in the distribution of dividend at the same ratio of dividend on common shares, at the time of distribution of dividend on common shares

The Company may issue the preferred shares outlined in Article 6-2, Paragraph (1) in a type of the convertible preferred shares, and a total number of the issued shares shall be 25 Million shares.

(2) One (1) convertible preferred share shall be converted into one-half (0.5) share upon the request of the shareholder. 

The period during which the conversion may be requested shall be determined by the Board of Directors at the time of issuance within seven (7) years from the issuing date of the convertible preferred shares. Article 7-2 shall apply mutatis mutandis as to the distribution of dividends or interest for shares issued upon the conversion.

Instead of issuing shares, bonds, preemptive right certificates and warrant certificates, the Company shall electronically register such shares, bonds and rights required to be included in the preemptive right certificates and warrant certificates with the electronic registration agency’s electronic account registry.

The Company's shareholders shall have preemptive rights to subscribe to new shares in proportion to their respective shareholding ratios. However, if any shares not subscribed result from a shareholder waiving or losing his preemptive right, or if fractional shares result from the allocation of the new shares, such shares shall be disposed by a resolution of the Board of Directors.

(2) Notwithstanding the provisions of Paragraph (1), the Board of Directors may allocate new shares to persons other than the shareholders by a resolution of the Board of Directors in the following cases for the purpose of management of the Company including the introduction of new technology and improvement in financial structure:

1. If the Company offers new shares or causes underwriters to underwrite new shares in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act.

2. If the Company preferentially allocates new shares to members of the Employee Stock Ownership Association in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act.

3. If the Company issues new shares by the issuance of depositary receipts (DR) in accordance with the Regulation on the Foreign Exchange Transaction.

4. If the Company issues new shares, to the extent not exceeding 30,000,000 shares, to foreign financial institutions or to foreign investors under the Foreign Investment Promotion Act who have executed a joint venture agreement with the Company.

5. If the Company issues new shares by the exercise of stock option in accordance with the relevant provisions of the Commercial Code.

6. If the Company issue new shares in the manner of the Capital Increase by Public Offering in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act.

7. If the Company issue new shares for the contribution in the form of property in kind.

8. If the Company issue new shares in the manner of a debt-equity swap by the financial institutions including banks etc.

9. If the Company issue, if necessary, new shares to any companies aligned with the Company, including the joint venture companies in domestic or foreign countries, the licensor companies, the companies providing low materials or components.

In case the Company issues new shares by right issue, bonus issue or stock dividend, the new shares shall be deemed to be issued at the end of the business year immediately preceding the business year when the new shares are an issue.

(1) The Company may grant the officers and employees of the Company and its affiliates under the Securities and Exchange Act the stock options by a special resolution of the General Meeting of Shareholders, to the extent not exceeding fifteen percent (15%) of the total number of issued shares; provided that, the Company may grant the stock options by a resolution of the Board of Director, to the extent not exceeding one percent (1%) of the total number of issued shares. (Grant to a BOD member of the Company can be made only according to the resolution of the General Meeting of Shareholders)

(2) An officer or employee who has contributed, or is capable of contributing, to the establishment and management of the Company or its affiliates and the improvement of technology thereof, shall be entitled to such stock option, except for such officers or employees in any of the following cases:

1. The largest shareholder of the Company and its Related Party thereof (as defined in Article of the Enforcement Decree of the Commercial Code; the same shall apply hereinafter); provided, however, that the person who acquired its status as Related Party by becoming an officer of the relevant company (including a person whose office is a non-standing officer of its affiliates) shall be excluded;

2. Major Shareholders of the Company (as defined in Article of the Commercial Code; the same shall apply hereinafter), and its Related Party thereof; provided, however, that the person who acquired its status as Related Party by becoming an officer of the relevant company (including a person whose office is a non-standing officer of its affiliates) shall be excluded; or

3. Anyone who shall become a Major Shareholder of the Company by the exercise of stock option.

(3) The shares to be issued upon the exercise of stock option (in case the Company shall pay the difference between the exercise price of stock option and the market price of shares in cash or by treasury shares, the shares which shall be the basis for calculation), shall be common shares and preferred shares, all in registered form, which shall be determined by a resolution stipulated in Paragraph (1) above.

(4) The Company shall not give stock options to all the officers and employees than in office at the same time. The total number of shares subject to the stock option to be given to one (1) officer or employee shall not exceed ten percent (10%) of the total number of shares issued and outstanding.

(5) The exercise price per share for stock options shall not be less than any of the following prices. In the event that the exercise price is adjusted after the granting of stock option, the same shall apply.

A. In the event of issuance and delivery of new shares, the higher of (i) the market price of the shares, which is calculated as the arithmetic average of the trade volume-weighted average closing prices of the shares for the past two (2) months, one (1) month and one (1) week as of the date on which the stock option is granted and (ii) par value of the shares;

B. In cases other than those in Item A above, the market price of the shares which is calculated in accordance with Item A above

(6) A stock option may be exercised within the six (6) year period from the date when two (2) years have passed from the date of the General Meeting of Shareholders or Board of Directors at which a resolution to grant such stock option was adopted.

(7) In any of the following cases, the Company may, by a resolution of the Board of Directors, cancel the stock option;

1. If the officer or employee voluntarily resigns or is removed from his/her office after he/she was given the stock option;

2. If the officer or employee inflicts on the Company substantial damage, whether intentionally or by accident; or

3. If there occurs any other event for cancellation as prescribed in the agreement on granting such stock option.

(8) For the distribution of dividends for shares issued upon the exercise of stock option, the provision of Article 7-2 shall apply mutatis mutandis.

The Company may issue all or part of the new shares at their current value, in which case the price of new shares shall be determined by a resolution of the Board of Directors.

(1) The Company may issue convertible bonds to persons other than the shareholders to the extent that the aggregate face value of the bonds shall not exceed 1,500 Billion Won for the purpose of management of the Company including the introduction of new technology and improvement in financial structure. 

(2) The convertible bonds mentioned in Paragraph (1) may be issued with partial conversion rights in accordance with the resolution of the Board of Directors. 

(3) The shares to be issued upon conversion shall be either common shares to the extent that the total face value of the convertible bonds shall not exceed 1,000 Billion Won or preferred shares to the extent that the total face value of the convertible bonds shall not exceed 500 Billion Won. The conversion price shall be at or above the face value of the shares as determined by the Board of Directors at the time of the issuance of the relevant convertible bonds. 

(4) The period during which the conversion may be requested shall commence on the date following the date of issuance of the convertible bonds and end on the date immediately preceding the date of redemption; provided that, the Board of Directors may, by its resolution, adjust the conversion period within the above period. 

(5) For the distribution of dividends or interest for shares issued upon conversion of the convertible bonds described in Paragraph (1), the conversion into new shares shall be deemed to have taken place at the end of the fiscal year immediately preceding the fiscal year in which such a conversion is requested.

(1) The Company may issue bonds with warrants to persons other than the shareholders to the extent that the aggregate face value of the bonds shall not exceed 1,500 Billion Won for the purpose of management of the Company including the introduction of new technology and improvement in financial structure. 

(2) The aggregate value of new shares which may be subscribed for by the holders of the bonds with warrants shall be determined by the Board of Directors; provided that, the amount of such new shares shall not exceed the aggregate face value of the bonds with warrants. 

(3) The shares to be issued upon the exercise of warrants shall be either common shares to the extent that the total face value of the bonds with warrants shall not exceed 1,000 Billion Won or preferred shares to the extent that the total face value of the bonds with warrants shall not exceed 500 Billion Won. The issue price shall be at or above the face value of the shares as determined by the Board of Directors at the time of the issuance of the relevant bonds with warrants. 

(4) The period during which warrants may be exercised shall commence on the date following the date of issuance of such bonds and end on the date immediately preceding the date of redemption; provided that, the Board of Directors may, by its resolution, adjust the subscription period within the above period.

(5) With respect to the distribution of dividends or interest for shares issued upon an exercise of warrants in the case of the bonds with warrants described in Paragraph (1), the issuance of new shares shall be deemed to have taken place at the end of the fiscal year immediately preceding the fiscal year in which the issue price of the new shares is fully paid.

(1) The Company shall retain a transfer agent. 

(2) The transfer agent, the location where its services are to be rendered, and the scope of its duties shall be determined by the Board of Directors of the Company and shall be publicly announced. 

(3) The Company shall keep the shareholders' registry or a duplicate thereof at the location where the transfer agent renders its services, and cause the transfer agent to engage in electronic registration of shares, management of the shareholders' registry, and other businesses related to shares.

(4) Those activities by the transfer agent described in Paragraph (3) shall be performed in accordance with the Regulations for Securities Agency Business of the Transfer Agent.

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(2) The Company shall deem the shareholders whose names appear in the shareholders' registry as of December 31 of each year as the shareholders who are entitled to exercise rights at the ordinary general meeting of the shareholders convened in respect of the last fiscal year.

(3) When an Extraordinary General Meeting of Shareholders is convened and where otherwise deemed necessary, the shareholders listed in the register of shareholders on the date set by resolution of the Board of Directors shall be the shareholders who are entitled to exercise the right.