Article 5 (Number of Total Authorized Shares)
The number of total authorized shares to be issued by
the Company shall be 500,000,000 shares.
Article 6 (Par Value per Share)
The par value per share to be issued by the Company
shall be KRW 200.
Article 7 (Classes of Shares)
The classes of the shares to be issued by the Company
shall be common shares in a registered form and preferred shares in a
registered form.
Article 7-2 (Number and Terms of Class 1 Preferred Shares)
- (1) The class 1 preferred shares to be issued by the Company shall be
non-voting shares with preferred dividend rights (the “Class 1 Preferred
Shares”), and the number of the Class 1 Preferred Shares shall be 750,000
shares.
- (2) The dividends on the Class 1 Preferred Shares shall be not less
than nine percent (9%) per annum based on the par value, and the rate
thereof shall be determined by the Board of Directors at the time of
issuance.
- (3) If the dividend rate declared on common shares exceeds that on
the Class 1 Preferred Shares, the shareholders holding the Class 1 Preferred
Shares shall be entitled to such excess, which shall be distributed on a pro
rata basis to all common shares and Class 1 Preferred Shares.
- (4) If, for any fiscal year, dividends have not been paid on the
Class 1 Preferred Shares at the dividend rate prescribed herein, such unpaid
dividends shall be paid first on a cumulative basis at the time of payment
of dividends for the subsequent fiscal year.
- (5) In the event a resolution has been passed at a meeting of
shareholders of the Company that dividends on the Class 1 Preferred Shares
shall not be paid as prescribed herein, the shareholders holding the Class 1
Preferred Shares shall be granted voting rights at the meetings of
shareholders convened following the aforesaid meeting until and including
the meeting of shareholders at which a resolution is passed in favor of
payment of the dividends on the Class 1 Preferred Shares.
- (6) If the Company increases its capital by a rights issue or bonus
issue, the new shares to be allotted to the Class 1 Preferred Shares shall
be common shares in case of a rights issue and shares of the same type in
case of a bonus issue.
- (7) The term of the Class 1 Preferred Shares shall be ten (10) years
from the date of issuance, and the Class 1 Preferred Shares shall be
converted to common shares upon the expiration of such term. However, if the
preferred dividends have not been paid by the Company as prescribed herein
during the said term, the aforementioned term shall be extended until such
unpaid dividends shall have been paid in full. In such case, Article 11
shall apply mutatis mutandis to the payment of dividends on the shares
issued upon conversion.
Article 7-3 (Number and Terms of Class 2 Preferred Shares)
- (1) The class 2 preferred shares to be issued by the Company shall be
non-voting shares with preferred dividends (the “Class 2 Preferred Shares”),
and the number of the Class 2 Preferred Shares shall not be more than
3,000,000 shares.
- (2) The dividends on the Class 2 Preferred Shares shall be the sum of
the dividends paid on common shares and the amount calculated at the rate as
determined by the Board of Directors at the time of issuance based on the
par value. The rate may be determined, considering all circumstances such as
the previous dividend rates, necessity of securing funding and market
conditions, etc.
- (3) If no dividend is paid on the common shares, the Company may
decide not to pay dividends on the Class 2 Preferred Shares as well.
- (4) In the event the Company is unable to pay the dividends on Class
2 Preferred Shares as prescribed herein from the profits of the relevant
fiscal year and a resolution is adopted at a meeting of shareholders not to
pay dividends on the Class 2 Preferred Shares, the shareholders holding the
Class 2 Preferred Shares shall be granted voting rights at, and until the
close of, the meeting of shareholders convened following the aforesaid
meeting.
- (5) If the Company increases its capital by a bonus issue and issues
class shares with respect to the Class 2 Preferred Shares, the Class 1
Preferred Shares set forth in Article 7-2 shall be allotted thereto.
Article 8 (Types of Share Certificates)
The share certificates of the Company shall be issued in
the following eight (8) denominations: one (1), five (5), ten (10), fifty
(50), one hundred (100), five hundred (500), one thousand (1,000) and ten
thousand (10,000) shares.
Article 9 (Issuance and Allotment of Shares)
- (1) In the event the Company issues new shares by a resolution of the
Board of Directors, it shall be by one of the following methods:
- 1. granting the shareholders an opportunity to subscribe for new
shares in order to allot new shares to them in proportion to their
respective shareholdings
- 2. granting certain persons (including the shareholders of the
Company) an opportunity to subscribe for new shares in order to allot
new shares to such persons by a method other than Item 1 above, to the
extent that the number of such new shares does not exceed twenty percent
(20/100) of the total number of issued and outstanding shares and it is
deemed necessary to achieve the Company’s managerial purpose such as
acquisition of new technology or improvement of the Company’s financial
structure; or
- 3. granting a number of unspecified persons (including the
shareholders of the Company) an opportunity to subscribe for new shares
by a method other than from Item 1 above, to the extent that the number
of such new shares does not exceed fifty percent (50/100) of the total
number of issued and outstanding shares and allotting new shares to the
persons who subscribed for new shares as above.
- (2) In case of allotting new shares by the method set forth in
Paragraph (1), Item 3 above, new shares shall be allotted by one of the
following methods by a resolution of the Board of Directors:
- 1. allotting new shares to a number of unspecified persons
without classifying the types of persons who will be granted an
opportunity to subscribe for new shares
- 2. allotting new shares to the members of the Employees Share
Ownership Association pursuant to the applicable laws and regulations,
and granting a number of unspecified persons an opportunity to subscribe
for new shares which are not so subscribed for (if any)
- 3. granting the shareholders a priority opportunity to subscribe
for new shares, and then granting a number of unspecified persons an
opportunity to subscribe for new shares which are not so subscribed for
(if any); or
- 4. granting a certain type of persons an opportunity to subscribe
for new shares in accordance with the reasonable standards prescribed by
investment traders or investment brokers acting as an underwriter or an
intermediary in accordance with the applicable laws and rules, such as
demand forecast.
- (3) Notwithstanding Paragraphs (1) and (2) above, if the Company
receives from the shareholders of Subsidiaries, Etc. or other companies
issued and outstanding shares in such companies as in-kind contribution in
order to (i) comply with the requirements or conditions applicable to a
holding company under the Monopoly Regulation and Fair Trade Act, (ii) carry
out the business of holding shares or ownership interests or (iii) acquire
subsidiaries or shares thereof, the Company may allot new shares to the
persons holding the shares of such companies (including the shareholders of
the Company) by a resolution of the Board of Directors
- (4) In case of allotting new shares by the method set forth in
Paragraph (1), Item 2 or 3, the Company shall give a public notice or give
notice to the shareholders on the matters prescribed in Article 416, Items
1, 2, 2-2, 3 and 4 of the Korean Commercial Code (the “KCC”) at least two
(2) weeks prior to the relevant due payment date; provided, however, that
the Company may publish a report on material facts at the Financial Service
Commission and the Korea Exchange pursuant to Article 165-9 of the Financial
Investment Services and Capital Markets Act (the “FSCMA”) in lieu of such
public notice or notice to the shareholders.
- (5) In issuing new shares by a method set forth in Paragraph (1)
above, the type, number and the issuance price, etc. of the shares to be
issued shall be determined by a resolution of the Board of Directors.
- (6) If there remain shares which have not been subscribed for or paid
for until the due date after allotment, the method of dealing with such new
shares shall be determined by a resolution of the Board of Directors in
accordance with the applicable laws and regulations, including those on the
adequacy of the issuance price.
- (7) If there are any fractional shares resulted in the course of
allotting new shares, the method of dealing with such fractional shares
shall be determined by a resolution of the Board of Directors.
- (8) In issuing new shares pursuant to Paragraph (1), Item 1 above,
the Company shall issue to the shareholders the certificate of preemptive
right to new shares.
Article 10 (Stock Options)
- (1) The Company may grant stock options to its officers and employees
(which shall include, for the purpose of this Article, officers and
employees of related companies as prescribed in Article 30 of the
Enforcement Decree of the KCC) by a special resolution of the General
Meeting of Shareholders, to the extent not exceeding fifteen percent
(15/100) of the number of total issued and outstanding shares of the
Company; provided, however, that the Company may grant stock options to the
officers and employees excluding the board members of the Company, by a
resolution of the Board of Directors, to the extent not exceeding one
percent (1/100) of the number of total issued and outstanding shares. If the
Company grants stock options by a resolution of the Board of Directors, the
Company shall obtain the approval of the General Meeting of the Shareholders
that is convened immediately after granting of such stock options. Stock
options granted by a resolution of the General Meeting of Shareholders or
the Board of Directors may be linked to the performance of the Company
measured by business performance targets or market indices.
- (2) The persons who are entitled to receive such stock options shall
be officers and employees who have contributed, or are capable of
contributing, to the incorporation, management, overseas sales or
technological innovation, etc. of the Company.
- (3) The shares to be delivered upon the exercise of stock options (in
the event the Company settles the difference between the exercise price of
the stock options and the fair value of the shares to be delivered by cash
or treasury shares, the share whose fair value to be appraised) shall be
selected among the types of shares set forth in Article 7 hereof, by a
resolution of the General Meeting of Shareholders or the Board of Directors
granting such stock options.
- (4) The exercise price per share for the stock option shall be equal
to or higher than the amount calculated pursuant to the following
subparagraphs, and the same shall apply when adjusting the exercise price
after the grant of the stock option.
- 1. In case of delivering newly issued shares, the higher of the
following:
A. the fair value of the share of the Company as of
the date of granting the stock option; or
B. the par value of
the share.
- 2. In case of delivering treasury shares of the Company, the fair
value of the share of the Company as of the date of granting the stock
option.
- (5) Stock options granted hereunder may be exercised at least two (2)
years after the date of the resolution made pursuant to Paragraph (1) above
and within ten (10) years therefrom.
- (6) The grantee of a stock option may exercise the stock option only
if he or she shall have served the Company for at least two (2) years from
the date of the resolution under Paragraph (1) above; provided, however,
that if the said grantee deceases or retires or resigns from the Company due
to any reason not attributable to him/her within two (2) years from the date
of the resolution under Paragraph (1) above, such stock option may be
exercised within the exercise period.
- (7) With regard to the distribution of dividends on shares issued
upon the exercise of stock options, the provision of Article 11 hereof shall
apply mutatis mutandis.
- (8) In any of the following cases, the Company may revoke the grant
of stock options by a resolution of its Board of Directors:
- 1. if the officer or employee granted the stock option
voluntarily retires or resigns;
- 2. if the officer or employee granted the stock option causes
material damage to the Company by willful misconduct or negligence;
- 3. if the Company is unable to perform its obligations upon the
exercise of stock options due to bankruptcy, dissolution, etc.; or
- 4. if any other event occurs that is stipulated as a ground for
revocation in the Stock Option Grant Agreement.
Article 11 (Record Date for Dividends on New Shares)
If the Company issues new shares as a result of capital
increase with or without payment for the shares or as stock dividend, for the
purpose of calculating the accrual of dividends on the new shares, such new
shares may be deemed to have been issued at the end of the fiscal year
immediately preceding the fiscal year during which such new shares are issued
by a resolution of the Board of Directors.
Article 12 (Transfer Agent)
- (1) The Company shall designate a transfer agent for shares.
- (2) The transfer agent, its place of business and the scope of its
agency work scope shall be determined by a resolution of the Board of
Directors, and such facts shall be publicly notified.
- (3) The shareholders registry or duplicates thereof shall be kept at
the business place of the transfer agent. The alterations in the registry of
shareholders, registration of creation or cancellation of pledges over
shares, registration of trust assets or cancellation thereof with respect to
shares, issuance of share certificates, receipt of reports and other related
matters shall be conducted by the transfer agent.
- (4) The procedures applicable to the tasks provided for in Paragraph
(3) above shall be conducted in accordance with the Regulation on Securities
Transfer Agency Business of Transfer Agent, Etc.
Article 13 (Report of Addresses, Names and Seals or Signatures
of Shareholders, Etc.)
- (1) Shareholders and registered pledgees shall report their names,
addresses, and seals or signatures to the transfer agent set forth in
Article 12 above.
- (2) A shareholder or registered pledgee who resides in a foreign
country shall report to the Company the appointed agent to receive notices
and the addresses in Korea to which notices are to be sent.
- (3) The same shall apply in case of any changes in the matters
referred to in Paragraphs (1) and (2) above.
Article 14 (Suspension of Altering Entry in Shareholders
Registry and Record Date)
- (1) The Company shall suspend entries of alteration in the
shareholders registry from the 1st to the 15st of January of each year.
- (2) The shareholders registered in the shareholders registry as of
the last day of each fiscal year shall be entitled to exercise the rights as
shareholders at the Ordinary General Meeting of Shareholders convened with
respect to such fiscal year.
- (3) The Company may suspend entry of any alterations in the
shareholders registry for a period not exceeding three (3) months or set a
record date, after giving at least two (2) weeks’ prior public notice
thereof, by a resolution of the Board of Directors, if necessary to convene
an Extraordinary General Meeting of Shareholders or otherwise; provided,
however, that the Board of Directors may decide the suspension of entry of
any alterations in the shareholders registry and a record date at the same
time, if deemed necessary.
