Gnb Go Subsidiaries Go

Corporate governance

Transparent management system committed to providing independence and expertise

Preamble

The Company shall enhance long-term profit of its shareholders by securing the survival of business, at a minimum, and continuing to evolve and progress in such a drastically changing business environment. To this end, the Company will establish the Management Philosophy as follows and implement it as the basis of management activities.

The Company shall achieve its ultimate goal of sustained progress by maintaining stability and growth. Furthermore, it shall create value for its customers, people and shareholders, thereby contributing to social and economic development and human well-being.

The Company aims to:

  1. gain trust from its customers by ensuring consistent customer satisfaction, and ultimately transform itself into a corporate entity whose progress goes hand in hand with theirs;

    ensure that all its members develop with a sense of achievement in their work, while they contribute to the Company셲 sustained progress during their tenure at the Company;

    grow along with the wider community through the creation of social values in addition to facilitating economic prosperity.



The Company shall make a consistent effort to find a balance between the happiness of stakeholders and consider this in both the present and the future to remain sustainable over the long-term.



Chapter I General Provisions

Article 1 (Trade Name)

The trade name of this company shall be 쏶K Innovation Chusik-hoesa in Korean (hereinafter referred to as the 쏞ompany), which shall be written in English as 쏶K Innovation Co., Ltd.

Article 2 (Business Purpose)

The Company may engage in the following businesses activities:

1. businesses of a holding company to engage in, among others, controlling, providing guidance for the management of, reorganizing and cultivating the businesses of the subsidiary companies;

2. businesses relating to import, manufacture, storage, transportation, sale and export of crude oil, coal, oil products, petrochemical products and by-products thereof;

3. businesses relating to exploration, production and development of domestic and overseas resources, including, but not limited to, crude oil, coal and natural gas;

4. pipeline related businesses, including, but not limited to, construction, maintenance, repair, management and operation of pipelines;

5. electric power businesses, including, but not limited to, generation, transmission, transformation and distribution of electricity;

6. businesses relating to production, transportation and supply of new or renewable energy, and energy efficiency;

7. development, manufacturing and sale of batteries for automobile and energy storage; and value-added businesses related thereto;

8. development, manufacturing and sale of information and electronics materials;

9. businesses relating to life science and medicine;

10. technology service businesses, including, but not limited to, research, development and test analysis of technologies;

11. license and sale of intangible assets and intellectual properties and related service businesses;

12. investment, finance, management and operation of new technology-related businesses, including, but not limited to, venture capital businesses;

13. environmental conservation, restoration, regeneration and related service businesses, and carbon emissions trading businesses;

14. service businesses for management consulting, supporting the establishment of venture companies, process management, and office operation, etc.;

15. businesses relating to data communication and electronic communication;

16. various distribution businesses, including, but not limited to, wholesale and retail businesses, communication marketing businesses, and credit card businesses and related financial businesses, including, but not limited to, issuance, deposit and sale of electronic means of payment;

17. logistics related businesses, including, but not limited to, transportation, operation of warehouses, loading and unloading, and provision of services and information related thereto;

18. insurance businesses, including, but not limited to, insurance agencies and brokerages;

19. businesses relating to establishment and operation of professional sports teams or other related legal entities along with sports marketing activities utilizing such sports teams and legal entities;

20. businesses relating to construction, ownership, operation, purchase and sale, and lease of plants, facilities, equipment and real estate for any businesses set forth in the foregoing paragraphs or any new businesses; and/or

21. other investment businesses that are incidental or related to the foregoing business objectives or that may be directly or indirectly beneficial to the Company.

Article 3 (Location of Principal Office and Establishment of Branch Offices)

The Company shall have its principal office in Seoul. The Company may establish and close branch offices, wherever located, as the business necessity arises from time to time in accordance with resolutions of the board of directors of the Company (the 쏝OD).

Article 4 (Public Notice)

Public notice of the Company shall be posted on the website of the Company (http://www.skinnovations.co.kr); provided, however, that in case such notice on the website is not feasible owing to electronic difficulty or other unavoidable circumstances, public notice of the Company shall be posted in 쏶eoul Shinmun, a daily newspaper of general circulation published in Seoul.

Chapter II Shares

Article 5 (Authorized Shares and Par Value)

The total number of shares that the Company is authorized to issue shall be Three Hundred Fifty Million (350,000,000) shares, each share having a par value of Five Thousand (궔5,000) Korean Won.

Article 6 (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 its incorporation shall be Ninety Two Million Six Hundred Twenty One Thousand and Nine Hundred Twenty one (92,621,921) shares.

Article 7 (Types of Shares and Share Certificates)

The shares to be issued by the Company shall be common shares or different class of shares (Jong Ryu Ju Sik in Korean), both of which shall be in registered form. Share certificates shall be issued in eight (8) denominations of 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 8 (Non-Voting Dividend Preferred Shares)

몺 The other class of shares to be issued by the Company shall be non-voting dividend preferred shares (the 쏯on-Voting Preferred Shares) up to thirty five million (35,000,000) shares.

몼 The Company shall pay out dividends on the Non-Voting Preferred Shares at the rate, which shall be based on the par value, as determined by the BOD. In such cases, the BOD shall determine the preferred dividend rate at the time of the relevant issuance of the shares, taking various factors into account, including the dividend rates of the last three (3) years, necessity of capital, the market conditions, etc.

몾 The Non-Voting Preferred Shares shall not have any voting right; provided, however, that the BOD may determine, at the time of the relevant issuance, whether or not, in cases where it is resolved that there would be no dividend payouts on the Non-Voting Preferred Shares, the shares would have the voting rights from the period commencing on the immediately following general meeting of shareholders and ending on the general meeting of shareholders at which the dividends are resolved to be paid out.

몿 The BOD may determine, at the time of the relevant issuance, whether or not, in cases where the dividend rate of the common shares exceeds that of the Non-Voting Preferred Shares, the Non-Voting Preferred Shares would be participating with respect to such excessive portion at the same rate applied to the common shares.

뫀 The BOD may determine, at the time of the relevant issuance, if no dividends were declared and paid out in a particular business year, whether or not the Non-Voting Preferred Shares would be entitled to the cumulative dividends in the following business year.

Article 9 (Preemptive Rights)

몺 Each existing shareholder of the Company shall have the preemptive right to subscribe pro rata for any newly issued shares; provided, however, that the BOD may by resolution determine the allotment method of newly issued shares and other issuance related matters in any of the following cases:
1. where any person having a preemptive right abandons or forfeits such preemptive right in whole or in part;
2. where there remain fractional shares resulting from the allotment at the exercise of preemptive rights;
3. where pursuant to the applicable laws, the Company allocates some of the newly issued shares to the member of the Employee Shareholders Association; or
4. where pursuant to the applicable laws, the Company issues new shares as a result of the exercise of stock options.

몼 Notwithstanding the preemptive rights granted to existing shareholders under the preceding subsection (1), at the resolution of the BOD which decide on the kind, number, and the issue price of the shares to be issued, etc., the Company may allot newly issued shares to individuals or entities other than existing shareholders, in each of the following cases: provided, however, that the number of newly issued shares allotted under paragraph 1 or paragraph 3 below shall not exceed thirty percent (30%) of the total number of outstanding shares, including the relevant allocation rate in each case:
1. where the Company issues new shares to business partners for the purposes of business alliances in the introduction of new technology, joint research and development, production, and marketing;
2. where the Company issues new shares for the purpose of foreign investment pursuant to the Foreign Investment Promotion Act;
3. where the Company issues new shares to domestic or overseas financial institutions for the purpose of financing;
4. where the newly issued shares are, insofar as they are not greater than fifteen percent (15%) of the total number of the issued shares of the Company, allotted to officers or employees of the Company;
5. where pursuant to the applicable laws, the Company issues new shares by public offering;
6. where pursuant to the applicable laws, the Company issues new shares for the purpose of issuing the depository receipts (DR); or
7. where the BOD determines it necessary for the achievement of the Company셲 operational objectives such as improvement of financial structure, etc.

몾 New shares issued as a result of a capital increase, whether for consideration or not, exercise of a stock option or declaration of stock dividends, shall be deemed, for the purpose of determining rights to dividends on such new shares, to have been issued as of the last day of the business year directly preceding the business year in which such new shares are actually issued.

몿 In cases of a capital increase, whether for consideration or not, or stock dividends, the Company shall, in principle, issue common shares with respect to the common shares, and the Non-Voting Preferred Shares with the same characteristics with respect to the Non-Voting Preferred Shares in proportion to the respective shareholdings; provided, however, the Company may, out of necessity, issue only a single class/type of shares, and in such cases, all the shareholders shall be entitled to be allotted with, or receive, the shares to be issued.

Article 10 (Stock Option)

몺 By a special resolution of a general meeting of shareholders, the Company may grant, within the limit as stipulated under the applicable laws, a stock option to officers and employees of the Company, and persons eligible in accordance with the applicable laws, who have contributed to the establishment, management or technical innovation, among others, of the Company or who have the ability to contribute thereto as stipulated under the applicable laws; provided, however, to the extent allowed by law, the BOD by resolution may grant such stock option.

몼 The class of shares to be issued at the exercise of the stock option (or the stock on the basis of which the difference between the exercise price of the option and the market value is determined, in case of distribution in cash or treasury stocks of the said difference), shall be the class of shares as determined at the general meeting of shareholders or by the BOD, granting the relevant stock options.

몾 The stock option may be exercised within the period as determined by a general meeting of shareholders or by resolution of the BOD. In any event such stock option shall be exercised within seven (7) years from the date that such option can be first exercised.

몿 Any officer or employee who is granted a stock option may exercise his/her stock option only after having served as an officer or employee of the Company for at least two (2) years from the date of resolution in subsection (1) above, save as stipulated in the relevant laws.

뫀 The Company may cancel the stock option of any grantee by resolution of the BOD in any of the following cases:
1. where the grantee resigns or retires from the Company at will;
2. where the grantee intentionally or negligently causes material damages to the Company; or
3. by operation of any cancellation provision in the contract that grants such stock option.

Article 11 (Transfer Agent)

몺 The Company shall appoint a transfer agent (hereinafter referred to as 쏷ransfer Agent) in relation to the transfer of the titles to its shares.

몼 The Transfer Agent, its office and the scope of services to be provided by the Transfer Agent on behalf of the Company shall be determined by a resolution of the BOD.

몾 The Company shall have the register of shareholders (the 쏳egister of Shareholders) or a copy thereof kept and maintained at the office of the Transfer Agent and shall entrust to the Transfer Agent the transfer of titles to shares, registration or cancellation of pledges created on shares, registration or cancellation of the property in trust, issuance of share certificates, reception of reports and other share-related matters.

몿 The procedure of dealing with such matters as mentioned in subsection (3) above shall be subject to the regulation concerning the securities title transfer by Transfer Agent, etc.

Article 12 (Report of Addresses, Names and Seals or Specimen Signatures of Shareholders, etc.)

몺 Shareholders and pledge registrants shall report to the Transfer Agent described in Article 11 their names, addresses, seals or specimen signatures, etc.

몼 Each of the shareholders and pledge registrants residing abroad shall designate and report to the Transfer Agent his/her local address to which and his/her agent to whom notices may be given by the Company within the Republic of Korea.

몾 Any change in the information mentioned in subsections (1) and (2) above shall also be reported to the Transfer Agent accordingly.

Article 13 (Reissuance of Share Certificates)

몺 Any shareholder desiring reissuance of a share certificate in replacement of a previously held share certificate shall submit to the Company an application in the form prescribed by the Company, together with one of the following cases, as is appropriate:
1. if the share certificates are lost or damaged beyond recognition, an original or certified copy of the judgment of nullification;
2. if the share certificates are damaged, except when they are damaged beyond recognition, the share certificates involved; or
3. if the shares are split or combined, the share certificates involved.

몼 Any shareholder requesting reissuance of a share certificate in accordance with subsection (1) above shall pay a fee prescribed by the Company.

Article 14 (Suspension of Altering Entry in the Register of Shareholders and the Record Date)

몺 The individual who is registered in the Register of Shareholders on the last date of each fiscal year shall be entitled to exercise voting rights, be entitled to receive dividends and exercise such other right as a shareholder or pledgee, as the case may be.

몼 The Company shall suspend alteration of the Register of Shareholders, including changes in ownership, registration or cancellation of pledge, or recording or termination of trust, from the date following the last date of each fiscal year to the last date of the month in which the date following the last day of the fiscal period falls.

몾 In addition to subsections (1) and (2) above, the Company, by resolution of the BOD may, as required, suspend alteration of any entry in the Register of Shareholders for a fixed period of time and set the record date in order to determine the persons who may exercise rights as shareholders or pledgees, by giving two (2) weeks prior public notice thereof.

Chapter III Bonds

Article 15 (Issuance of Bonds)

몺 The Company may issue bonds upon a resolution of the BOD.

몼 The BOD may determine the amount and the type of bonds and delegate to the representative director (President & CEO) of the Company (the 쏳epresentative Director) to issue such bonds within one (1) year therefrom.

Article 15-2 (Issuance of Convertible Bonds)

몺 The Company may issue convertible bonds to individuals or entities other than shareholders by a resolution of the BOD to the extent that their aggregate par value of such bonds shall not exceed Two Trillion Korean Won (궔2,000,000,000,000), in any of the following cases:
1. 1. where the Company issues convertible bonds by public offering;
2. where the Company issues convertible bonds for the purpose of meeting the Company셲 business necessity by introducing foreign investment pursuant to the Foreign Investment Promotion Act;
3. where the Company issues convertible bonds to its business partner in order to acquire a certain technology from the said partner;
4. where the Company issues convertible bonds to domestic or overseas financial institutions in order to raise capital;
5. where the Company issues convertible bonds abroad pursuant to the applicable laws; or
6. where the BOD determines it necessary for the achievement of the Company셲 business objectives such as improvement of financial structure, financing, strategic alliance, etc.

몼 The convertible bonds referred to in subsection (1) above shall be entitled to be converted wholly or partially into shares in accordance with a resolution of the BOD.

몾 The shares to be issued upon conversion shall be the class/type of shares as determined by the BOD at the time of the relevant issuance. The applicable conversion price shall be determined by a resolution of the BOD at the time of issuance of the bonds but shall not be lower than the par value of each share.

몿 The conversion period shall be set at the time of issuance as determined by the BOD, which period shall be within the period from the date of issuance to one (1) day before the redemption date.

뫀 The shares issued by the exercise of the conversion right shall be deemed, for the purpose of determining rights to dividends and interest on such new shares, to have been issued as of the last day of the business year directly preceding the business year in which the conversion right is exercised.

뫁 Articles 11 and 12 shall apply mutatis mutandis to the issuance of the convertible bonds.

Article 16 (Issuance of Bonds with Warrant)

몺 The Company may issue bonds with warrant to any individuals or entities other than shareholders by a resolution of the BOD to the extent that their aggregate par value does not exceed One Trillion Korean Won (궔1,000,000,000,000), in any of the following cases:
1. where the Company issues bonds with warrant by public offering;
2. where the Company issues bonds with warrant for the purpose of meeting the Company셲 business necessity by introducing foreign investment pursuant to the Foreign Investment Promotion Act;
3. where the Company issues bonds with warrant to its business partner in order to acquire a certain technology from the said partner;
4. where the Company issues bonds with warrant to domestic or overseas financial institutions in order to raise capital;
5. where the Company issues bonds with warrant abroad, pursuant to the applicable laws; or
6. where the BOD determines it necessary for the achievement of the Company셲 business objectives such as improvement of financial structure, financing, strategic alliance, etc.

몼 Of the total aggregate par value of the bonds with warrants, the BOD shall determine the amount that may be used to purchase newly issued shares. Such amount shall not exceed the aggregate par value of the bonds with warrants.

몾 The shares to be issued upon exercise of the warrant shall be the class/type of shares as determined by the BOD at the time of the relevant issuance. The applicable issue price of the shares shall be determined by a resolution of the BOD at the time of issuance of the bonds but shall not be lower than the par value of each share.

몿 The period in which holders of bonds with warrant are entitled to exercise such warrant hereunder shall be set at the time of issuance as determined by the BOD, which period shall be within the period from the date of issuance to one (1) day before the redemption date.

뫀 The shares issued by the exercise of the warrant shall be deemed for the purpose of determining rights to dividends and interest on such new shares to have been issued as of the last day of the business year directly preceding the business year in which the warrant is exercised.

뫁 Articles 11 and 12 shall apply mutatis mutandis to the issuance of bonds with warrant.

Chapter IV General Meeting of Shareholders

Article 17 (Convening of Meetings)

몺 An ordinary general meeting of shareholders of the Company shall be called at the resolution of the BOD within three (3) months after the close of each business year and an extraordinary general meeting of shareholders of the Company shall be called by the Representative Director at the resolution of the BOD unless otherwise provided by applicable law.

몼 Written notice of each general meeting of shareholders of the Company which states the date and place of meeting and the list of agenda for which the meeting has been called shall be given in writing or electronic document at least two (2) weeks prior to the date set for such meeting; provided, however, that written notice to a shareholder having shares representing not more than one one-hundredth (1/100) of the total number of issued and outstanding shares with voting rights may be substituted with publication of notice of its intention to convene such meeting and the list of agenda two (2) weeks prior to such meeting, at least two (2) times, in 쏶eoul Shinmun and 쏞hosun Ilbo being issued in Seoul, or by electronic means pursuant to the applicable laws.

Article 18 (Shareholder셲 Proposal)

몺 Pursuant to the applicable laws such as the Korean Commercial Act (쏞ommercial Act), a shareholder who desires to propose certain matter in the agenda for consideration at a general meeting of shareholders may submit such proposal to the Company in writing or by electronic document.

몼 In the event a shareholder makes a proposal pursuant to the preceding subsection (1), the Representative Director shall immediately report such proposal to the BOD and the BOD shall include such proposal in the agenda at the general meeting of shareholders except under the following cases:
1. the contents of the proposal are not a matter to be resolved at a general meeting of shareholders;
2. the contents of the proposal are substantially the same as a matter that was rejected by the shareholders due to the failure to obtain the consent from ten one-hundredth (10/100) or more of the total outstanding voting stocks within the past three (3) years;
3. the contents of the proposal concern such shareholder셲 individual grievance;
4. the contents of the proposal concern mergers and acquisitions, transfer of or taking over businesses and issuance of new shares to a third party;
5. the contents of the proposal concern the rights of minority shareholders owning shares in excess of certain proportion of shares;
6. the contents of the proposal concern dismissal of an officer currently in office;
7. the contents of the proposal cannot be implemented by the Company;
8. the contents of the proposal are clearly false or made for the purpose of defamation of a specific person; or
9. the contents of the proposal violate applicable laws or these Articles of Incorporation.

몾In the event a shareholder셲 proposal becomes a matter on the agenda at a general meeting of shareholders pursuant to subsections (1) and (2) of this Article, the individual who made the proposal may request the opportunity to explain such proposal at the general meeting of shareholders. Request for such opportunity shall be made at least one (1) day prior to the date of the general meeting of shareholders.

Article 19 (Place of Meeting)

All ordinary and extraordinary general meetings of shareholders shall be held at the principal office of the Company or at such places in Seoul as may be determined by the BOD.

Article 20 (Chairperson of General Meeting)

The Representative Director shall preside at all of the general meetings of shareholders as chairperson. In case that the Representative Director is unable to perform this duty, another director shall instead preside in accordance with the order as determined by the BOD.

Article 21 (Chairperson셲 Authority to Maintain Order)

몺 The chairperson of a general meeting of shareholders may stop a person who significantly disturbs order in such a meeting (including intentional interference with the proceeding of the meeting with speech or behavior) from speaking or may order such a person out of the meeting.

몼 The chairperson of a general meeting of shareholders may limit the length and/or the number of speeches by each shareholder, whenever the chairperson deems it necessary for smooth proceedings of the meeting.

Article 22 (Voting Right)

Each shareholder shall have one (1) vote for each share registered in the name of such shareholder on all matters.

Article 23 (Exercise of votes by Proxy)

몺 Each shareholder may exercise his/her vote by proxy.

몼 In such a case under subsection (1) above, the proxy shall present to the Company an appropriate document (a power of attorney) evidencing his/her power of representation prior to opening of that meeting.

Article 24 (Method of Adoption of Resolution)

Except as otherwise provided by the applicable laws or these Articles of Incorporation, all resolutions of a general meeting of shareholders shall be passed by the affirmative votes of a majority of the shares represented by the shareholders present at the general meeting of shareholders, which shall not be less than a quarter (1/4) of the total number of issued and outstanding shares of the Company.

Article 25 (Minutes)

At each general meeting of shareholders, minutes shall be taken of the substance of the course of the proceedings and the resolutions taken. The chairperson and the directors (individually referred as a 쏡irector, and collectively referred as 쏡irectors) who were present shall either seal and print their names or sign the minutes, which shall be kept in the principal office and branch offices of the Company.

Chapter V Directors

Article 26 (Election of Directors)

몺 The Company shall have three (3) or more but not more than ten (10) Directors, all of whom shall be elected at a general meeting of shareholders. Some of Directors shall consist of outside Directors. The number, qualification and election method of outside directors and other specific policies for their operation shall be determined by the BOD pursuant to applicable laws.

몼 In case two (2) or more Directors are elected (at a general meeting of shareholders), the cumulative vote stipulated in Article 382-2 of the Commercial Act shall not apply.

Article 27 (Term of Office and Vacancy of Directors)

몺 The term of office of each Director shall expire at the end of the third (3rd) ordinary general meeting of shareholders held subsequent to such Director셲 assumption of office.

몼 When the vacancy in the BOD occurs (which means that the number of its Directors does not meet the requirements for the composition of the board of directors provided in the Commercial Act. The phrase shall have the same meaning hereinafter.), the Company shall elect a Director at a general meeting of shareholders called for the first time after the occurrence of the cause of such vacancy.

Article 28 (Remuneration and Retirement Allowance of Directors)

몺 Directors remuneration shall be determined by a resolution of a general meeting of shareholders.

몼 Retirement allowance for Directors shall be paid in accordance with the Company셲 regulation concerning the retirement allowance which shall have been duly approved by a resolution of a general meeting of shareholders.

Article 29 (Election of The Representative Director, Duties of Directors)

몺 The Company may elect one (1) or more Representative Directors among the Directors by resolutions of the BOD. The Representative Director shall represent the Company and direct the Company셲 overall business.

몼 Directors shall perform their duties pursuant to such authority and responsibility as provided by applicable laws and the Articles of Incorporation.

몾 The Company may elect one (1) or more Directors among the Directors to carry on business assisting the Representative Director in accordance with the decision made by the BOD.

몿 In the absence of the Representative Director, one of the Directors described in subsection (3) of this Article, who has been appointed by the Representative Director beforehand shall act on behalf of the Representative Director.

Chapter VI The Board of Directors

Article 30 (Authority of the BOD)

The BOD shall be composed of the Directors and make major decisions on the Company셲 business.

Article 31 (Convening of Meetings)

몺 A meeting of the BOD shall be held monthly in principle.

몼 In the event that the chairperson of the BOD deems it necessary and reasonable, or one (1) or more Directors so request and the request is acknowledged as justifiable, a meeting of the BOD shall be convened by the chairperson of the BOD.

몾 Notice of each meeting of the BOD stating the date and the place of the meeting, and the agenda for which the meeting has been called shall be given by the chairperson of the BOD or other person designated by the chairperson, in writing or verbally, at least five (5) days prior to the date of the meeting; provided, however, that in case of urgency, the notice may be made a day prior to the date of meeting.

몿 Meetings of the BOD may be held without conforming to the procedure set forth in subsection (3) above if the written consent of all Directors is obtained prior to or after such meeting of the BOD.

Article 32 (Chairperson of the BOD)

몺 The chairperson of the BOD shall follow matters in accordance with a resolution of the BOD.

몼 The chairperson of the BOD shall preside at all meetings of the BOD. In case the chairperson of the BOD is unable to perform this duty, another Director shall preside at the meeting in the order determined by the BOD.

Article 33 (Method of Adoption of Resolutions)

몺 Except for matters that the BOD has provided by resolution, or the relevant laws provides, that a supermajority is required, a resolution of the BOD shall be adopted when a majority of all Directors in office are present and a majority of those present vote to adopt such resolution.

몼 The BOD may allow all Directors or a part thereof to participate in resolutions of the BOD through the means of communication transmitting and receiving voices simultaneously, in lieu of attending such a meeting in person. In such a case, such Director(s) shall be deemed to have attended such a meeting in person.

Article 34 (Place of Meeting)

All meetings of the BOD shall be convened at the principal office of the Company or at such other places as determined by the person who has the authority to convene such meetings.

Article 35 (Minutes)

At all meetings of the BOD, minutes shall be taken which describe the course of the proceedings, the resolutions taken, the name of each Director who opposed it and reasons for such opposition. The chairperson and other Directors who are present at the meeting shall either seal and print their name or sign the minutes.

Article 36 (Committees)

몺 The Company shall establish the following committees of the BOD:
1. audit committee (the 쏛udit Committee);
2. outside Directors recommendation and nomination committee, and
3. other special purpose committees.

몼 Other matters regarding composition, authority and administration of each committee shall be determined by resolution by the BOD.

Article 36-2 (Audit Committee)

몺 Instead of the office of auditor, the Company shall establish the Audit Committee pursuant to Article 36.

몼 The Audit Committee shall consist of three (3) or more Directors and the qualifications of each Audit Committee member shall meet the requirements of the Commercial Act and other applicable laws.

몾 The Audit Committee shall elect by resolution a member as the representative of the Audit Committee. Several members may jointly represent the Audit Committee.

몿 The Audit Committee shall audit the accounts and corporate affairs of the Company, and perform other duties delegated to it by the BOD or provided by the applicable laws.

뫀 The Audit Committee shall prepare an audit report, which shall record its auditing principles and results, printed and sealed or signed by each Audit Committee member that participated in the audit.

Chapter VII Accounting

Article 37 (Business Year)

The business year of the Company shall begin on January 1st of each year and shall end on December 31st of such year.

Article 38 (Accounting System)

The books of account of the Company shall be recorded and kept in accordance with generally accepted accounting principles.

Article 39 (Revaluation of Assets)

(Deleted on March 23, 2012)

Article 40 (Preparation and Maintenance of Financial Statement, etc.)

몺 The Representative Director shall prepare an annual business report as well as the following documents together with supporting documents at least six (6) weeks prior to the date of an ordinary general meeting of shareholders, obtain the approval of the BOD, and submit the same to the ordinary general meeting of the shareholders, after examination by the Audit Committee:
1. A balance sheet;
2. An income statement; and
3. The documents showing the financial conditions and business performance of the Company as stipulated in the relevant laws.

몼 If the Company becomes subject to the applicable laws which require the Company to prepare the consolidated financial statements, each document listed in subsection (1) above shall include consolidated financial statements.

몾 The Representative Director shall keep and give a public notice of the financial statements as required under the relevant laws.

Article 41 (Disposition of Profit)

The Company shall dispose of the unappropriated retained earnings of each business year, in the following order of priority:
1. Earned surplus reserve;
2. Other statutory reserves;
3. Dividends;
4. Discretionary reserves; and
5. Other appropriated retained earnings.

Article 42 (Retirement of Shares)

몺 The shares may be retired pursuant to the provisions on capital reduction in the relevant laws.

몼 Notwithstanding the paragraph (1) of this Article above, the Company may retire the shares held by the Company by the resolution of the BOD pursuant to the applicable laws and regulations.

Article 43 (Payment of Dividends)

몺 Dividends shall be paid to shareholders or pledges who are registered in the Register of Shareholders of the Company as of the last day of each business year.

몼 In case the dividends referred to in subsection (1) above are not claimed within five (5) years from the date such dividend was first paid, then the right to such dividend shall be deemed waived and such waived dividends shall be income to the Company. No interest shall accrue on any unpaid dividend.

Article 44 (Interim Dividends)

몺The Company may pay interim dividends to the shareholders as of the midnight of July 1st as prescribed in the Commercial Act. The interim dividends shall be paid in cash.

몼 The interim dividends described in subsection (1) above shall be paid by the resolution of the BOD and the specific matters with regard to the interim dividends, such as the method of payment and limitations shall be in accordance with the Commercial Act.

몾 If any new shares have been issued prior to the respective record dates specified in subsection (1) above following the commencement date of the current business year (including as a result of capitalization of reserves, stock dividends, requests for conversion of convertible bonds to the shares and the exercise of warrants with respect to bonds with warrant), such new shares shall be deemed to have been issued at the end of the immediately preceding business year with respect to interim dividends hereunder.

몿 With respect to interim dividends, the same dividend rate applicable to common shares shall be applied to the Non-Voting Preferred Shares.

뫀 Subsection (2) of Article 43 shall apply mutatis mutandis to the payment of interim dividends.

Chapter VIII Miscellaneous

Article 45 (Administrative Regulation)

The Company may adopt administrative regulations necessary for the administration of the business and management of the Company by the resolution of the BOD when necessary.

Article 46 (Scope of Application)

Matters not specifically provided herein shall be in conformity with resolutions adopted at a general meeting of shareholders of the Company and the applicable provisions of the Commercial Act and the applicable laws.

Article 47 (Remuneration, Retirement Allowance for Officers who are not Directors)

Matters regarding remuneration, retirement allowance for officers who are not Directors shall follow the regulations on payment of remuneration and retirement allowance determined by the BOD.

Addenda (2007.5.29)

Article 1 (Effective Date)

These Articles of Incorporation shall be effective from July 1, 2007 (the scheduled date of spin-off).

Article 2 (Incorporation by Spin-Off)

The Company shall be established as a result of the spin-off from SK Corporation. The asset and its value transferred to the Company due to the said spin-off as well as the type and number of shares to be vested thereto shall be as provided in the spin-off plan of SK Corporation, which was approved at the general meeting of shareholders of SK Corporation on May 29, 2007.

Article 3 (Special Measures on Business Year)

Notwithstanding Article 37 hereof, the first business year of the Company shall commence on the Company셲 incorporation date and end on December 31, 2007.

Article 4 (Interim Measures on Preferred Shares)

몺 The preferred shares of the Company to be distributed to the shareholders who owned the preferred shares (the preferred shares with dividend rate on common shares plus one percent (1%) additional cash dividends) in the non-bearer form of SK Corporation at the time of the incorporation of the Company shall have the same characteristics as those issued by SK Corporation.

몼 With regards to the preferred shares issued pursuant to subsection (1) above, if the Company issues the preferred shares as a result of a capital increase, whether for consideration or not, or declaration of share dividends, it shall distribute the new preferred shares prescribed in Article 8, notwithstanding subsection (4) of Article 9.

Article 5 (Special Measures on Term of Office of Directors)

Notwithstanding Article 27 of these Articles of Incorporation, if the Director first to be elected after the Company셲 incorporation is holding an office as a director of the company to spin-off (SK Corporation), his or her term of office as Director of the Company shall be the remaining length of time as director of SK Corporation.

Article 6 (Special Measures on Remuneration of Directors and the Company셲 regulation concerning retirement allowance for officers)

Notwithstanding Article 28, remuneration of Directors for the first business year after the incorporation of the Company, and the Company셲 regulations concerning retirement allowance for officers to be applied after the Company셲 incorporation shall be as provided in the spin-off plan of SK Corporation, which was approved at the general meeting of shareholders of SK Corporation on May 29, 2007.

Article 7 (Name and Address of Company prior to Spin-Off)

In order to establish the Company, these Articles of Incorporation have been prepared and the representative director (President & CEO) of SK Corporation prior to its spin-off has signed or affixed the seal hereon.

The name, address and the representative director (President & CEO) of SK Corporation prior to its spin-off shall be as follows:
May 29, 2007
SK Corporation
99, Seorin-dong, Jongno-gu, Seoul
Representative Director (President & CEO): Heon Cheul Shin

Addendum (March 14, 2008)

Article 1 (Effective Date)

These amended Articles of Incorporation shall be effective from March 14, 2008.

Addendum (March 12, 2010)

Article 1 (Effective Date)

These amended Articles of Incorporation shall be effective from March 12, 2010 except for amended Article 4 (Public Notices) which shall be effective from May 29, 2010.

Addendum (November 26, 2010)

Article 1 (Effective Date)

These amended Articles of Incorporation shall be effective from January 1, 2011 (the scheduled date of spin-off).

Addendum (March 23, 2012)

Article 1 (Effective Date)

These amended Articles of Incorporation shall be effective from April 15, 2012.

Addendum (March 24, 2017)

Article 1 (Effective Date)

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

뾾 Established on May 29, 2007

As amended by:
1st Ordinary General Meeting of Shareholders held on March 14, 2008;
3rdOrdinary General Meeting of Shareholders held on March 12, 2010;
1st Extraordinary General Meeting of Shareholders held on November 26, 2010;
5th Ordinary General Meeting of Shareholders held on March 23, 2012; and
10th Ordinary General Meeting of Shareholders held on March 24, 2017.