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Corporate Governance

Chapter 4 General Meeting of Shareholders

Article 17 (Convening of General Meeting of Shareholders)
  • ① The regular general meeting of shareholders shall be convened within three (3) monthsafter the ending of the annual financial closing period, and as hoc general meeting ofshareholders shall be convened from time to time when necessary in accordance withthe resolutions made by the Board of Directors and also pursuant to statutoryprovisions.
  • ② Resolutions made at the general meeting of shareholders shall be limited to proposedsubject matters of the meeting notified in advance to the shareholders and no othersubject matter will be voted on for resolution purposes. However, the foregoing shallnot apply in case there is consent from all shareholders.
  • ③ General meeting of shareholders shall be convened at the main office of the Company.
  • ④ A general meeting of shareholders shall be convened by the representative director orthe person delegated by the representative director to act on his/her behalf.
Article 17-2 (Respect for Minority Shareholders)

The Company shall respect the rights of minority shareholders and individual shareholdersrecognized in the Commercial Act and other relevant laws and decrees.

Article 18 (Notification and Public Announcement of Convening of a Shareholders’Meeting)
  • ① In convening a general meeting of shareholders, a notice thereof in written orelectronic form, which sets for the date, time, location and agenda of the meeting, shallbe sent to each shareholder two (2) weeks prior to the date of the meeting.
  • ② The written or digital notice of convening general meeting of shareholders toshareholders holding not more than one (1) percent of the total number of shares withvoting rights issued and outstanding may be replaced by public notice, which includesthe statement that a general meeting of shareholders will be held and the agenda ofsuch meeting, given at least twice respectively in the “Korea Economic Daily” and“Maeil Business Newspaper” published in Seoul, two (2) weeks prior to the meeting,or may be replaced with the notification of convening the meeting under Paragraph 1by public notice through the electronic disclosure system managed by the FinancialSupervisory Service or the Korea Exchange.
Article 19 (Chairperson of General Meeting)

The Chairperson of the general meeting of shareholders shall be the representative director ofthe Company. In the absence of the representative director, the other director designated by therepresentative director shall preside at the meeting; however, if the designation above is notmade, one of the directors shall assume the duty.

Article 20 (Maintenance of Order by Chairperson)
  • ① The Chairperson of a general meeting of shareholders may order any person whonotably disturbs the proceedings of the meeting or who intentionally speaks or behavesobstructively, to stop speaking or to leave the place of meeting.
  • ② The Chairperson of a general meeting of shareholders may limit the time and numberof speeches by a shareholder as deemed necessary in order to ensure proper progressof proceedings.
Article 21 (Shareholder’s Voting Right)

As for shareholder’s voting right, each share is entitled to one vote.

Article 22 (Split Exercise of Voting Rights)
  • ① When a shareholder with two or more votes desires to split his/her voting rights andexercise rights at odds with each other, the shareholder shall notify the Company ofthe intention and reason thereof within three days prior to the meeting date.
  • ② The Company may reject the shareholder’s split exercise of voting rights. However,the foregoing shall not apply in case the shareholder has acquired a trust of shares orkeeps shares for others.
Article 23 (Exercise of Voting Rights by Proxy)
  • ① Shareholders may exercise their voting rights by proxy.
  • ② With respect to the proxy, the proxy shall submit written documents (i.e. letter ofdelegation) evidencing his/her authority to act as proxy prior to the opening of thegeneral meeting of shareholders.
Article 24 (Quorum and Resolution of General Meeting of Shareholders)

Unless otherwise provided by the relevant laws and regulations, resolutions shall be adopted ata general meeting of shareholders by affirmative votes of the majority of the voting rights ofshareholders present there at and at least one-fourth (1/4) of the total number of shares issuedand outstanding.

Article 25 (Minutes of General Meeting of Shareholders)

The substance of the course and proceedings of a general meeting of shareholders and theresults thereof shall be recorded in minutes on which the names and seals of the chairpersonand the directors present at the meeting shall be affixed or which shall be signed by such persons,and shall be kept at the head office and branch offices of the Company.

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