kakaogames

This company shall be named “Kakao Games Corp.” (“Kakao Games” hereafter).

This company aims to manage the following businesses.
1. Software development and sales
1. Provision of internet service
1. Service business for the provision of human power and various other services
1. Marketing consulting outsourcing
1. Consignment business for processing credit card information
1. Workers dispatch and supply business
1. Human resource management service business
1. Human resource management total consulting business
1. Fee-charging job placement service business
1. Career information service business
1. Data processing and other computer operation-related business
1. Performance planning, production and export and import business
1. Music album planning, production and export and import business
1. Movie planning, production and export and import business
1. Development, manufacturing and wholesale and retail business of cultural products
1. Event agency and consulting business
1. Exhibition and display business
1. Culture and art, and social education services
1. Culture, performance planning and consulting services
1. Exhibition, convention, international meeting and consulting services
1. Total design service business
1. Business related to allow sales of the company name, trademark, and so on
1. Order survey
1. Planning survey
1. Public opinion poll
1. Academic survey
1. Market survey
1. Advertisement survey
1. Media survey
1. Public opinion and social survey
1. Consulting business based on the surveys above
1. Publishing business based on the contents of the surveys above
1. Consumer relation management and IT business based on the surveys above
1. Education service based on the surveys above
1. Software development consultation and consulting business
1. Enterprise and business strategy consultation and consulting service
1. Strategy related consultation and consulting service in the areas of marketing, manufacturing, distribution, finance research and development and so on
1. Market survey and research for every industry
1. User research service
1. Database and online information provision service
1. Software development, supply and sales business
1. Software import and export business
1. Production, screening, distribution and sales business of various kinds of video, record, game and characters
1. Game development and distribution service
1. Import, distribution, and management service of video materials, games and others
1. Business to provide various contents related to game, movie, music, education and others through the internet
1. Portal service business to provide various information based on the search on the internet, communities and others
1. Broadcasting, print advertisement planning and agency business
1. Internet advertisement agency business
1. Advertising material production service
1. Outdoor and moving image advertisement business
1. Exhibition and event agency business
1. Exhibit production and installation service
1. Other advertisement services
1. Advertising medium retail business
1. Digital contents production and distribution business
1. Digital contents online information provision service
1. Design source manufacturing and distribution service
1. Design source online information provision service
1. Each kind of E-commerce business above
1. Each kind of internet retail business above
1. Real estate leasing business (subleasing business)
1. Development and supply of block chain-based application software
1. Subsidiary enterprise related to each item above

1. ① This company shall have its head office in the downtown of Seongnam city.
2. ② This company, if necessary, may install branch offices, local offices, offices and local corporations both at home and abroad according to the resolution of the board of directors.

This company shall make public announcements on its internet homepage (http://www.kakaogames.com).
However, in the event of being unable to do so on the internet homepage for the computer problems or other unavoidable reasons, the company may do so in the Maeil Business Newspaper, issued in the City of Seoul.

Chapter 2. Stocks

The total number of stocks to be issued by this company shall be 300,000,000 shares.

The price per share to be issued by this company shall be 100 Korean Won.

The total number of stocks to be issued by this company on its establishment shall be 10,000 shares (5,000 Korean Won per share as a standard price).

1. ① The kinds of stocks to be issued by this company shall be common stocks and class stocks.
2. ② The kinds of class stocks to be issued by this company shall be preferred stocks with regard to profit sharing or distribution of residual property, stocks related to exclusion or limitation of voting rights, redeemable share, convertible share, and stocks that blended the whole or part of all those listed earlier.

1. ① The first class stock to be issued by this company shall be convertible redeemable preferred stock (“Class Stock” hereafter in this article), and the issue limit of the issued stocks shall be 10,000,000 shares.
2. ② In case of the class stocks, it will be preferentially allocated with cash according to the dividend rate that has been designated by the board of directors when it is issued in the range above the minimum 1% and within 10% every year based on the issue amount.
3. ③ In case the dividend rate of the common stocks exceeds that of the class stocks, it will be dealt in and allocated with the same rate of dividend as that of the common stocks.
4. ④ Being unable to pay the dividend as determined in a certain business year for the class stocks, the company shall pay the cumulative unpaid dividend on a preferential basis at the time of paying the dividend in the next business year.
5. ⑤ In case of the company being liquidated, the class stocks shall have rights to receive the share of the residual property preferentially within the limit that combined the issue price and dividend payable. The remaining property after the distribution to the class stocks shall distribute the amount that is applicable to the issue price toward the common stocks and other kinds of stocks, and the residual property even after the distribution shall be equally distributed to every stock.
6. ⑥ In case of dividend of stocks, it will be allocated in the same manner that has been described in the clause ② or ④ in this article, however, it shall also be the same kind of stocks applied to each item.
7. ⑦ The class stocks will have one voting right per share that is identical to one share of the common stock.
8. ⑧ The term of the class stocks shall be 10 years within the issue date and the class stocks shall be converted to the common stocks at the same time when the term expires. However, the term shall be extended until the certain amount of distribution is going to be completed when the certain amount of distribution has not been achieved before the expiration date of the conversion period.
9. ⑨ Shareholders of the class stocks shall have rights to convert the class stocks to the common stocks at any time before the expiration date of the term of existence after its issue date, and the conversion ratio shall be one share of the common stock per share of the common stock.
10. ⑩ Regarding the distribution of the profits related to the stocks issued by the conversion, it shall be deemed to be converted at the end of the immediate previous business year of the business year in which the claim is made.
11. ⑪ Regarding the class stocks, the repayment by shareholders can be claimed to the company based on each of the following items.
    1. 1. Recourse period: The period for the right of recourse shall be one month before the time that the redeemable shares are converted to the common stocks from the issue date, however, it will applied if there is any separate conditions of issuance designated by the board of directors.
    2. 2. Method of repayment: Shareholders shall notify their intent to demand repayment and repayment schedule to the company by letter.
    3. 3. Maturity value: It shall be [issue price + additional amount designated within the range that does not exceed 8% annual compound interest rate] and the additional value shall be decided by the board of directors in consideration to the dividend ratio, market situation and other general conditions related to the issue of the class stocks at the time of issuance.
12. ⑫ In case of that this company issues new stocks, the allocation of the new shares for the class stocks shall be the kinds that the company planned to issue if it is a capital increase by issuing new stocks, and it shall be the class stocks identical to the stocks issued by a capital increase without consideration if that is the case.

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The company, if it issues stocks and etc. according to the Act on Electronic Registration of Stocks, Bonds, etc., shall electronically register stocks and etc. in the electronic registration account of the electronic registration institution.

1. ① This company shall have the transfer agent.
2. ② The transfer agent, the place of the office work, and the kind and scope of the work shall be determined by the resolution of the board of directors.
3. ③ The shareholders’ list or its copy of this company shall be put in the place of the office work by the transfer agent, and the transfer of the name of shares, registration or cancellation of the right of pledge, issue of stock certificates, receipt of declaration, and other business related to stocks shall be dealt by the transfer agent.
   However, if stocks and etc. are registered electronically in the electronic registration account according to the Act on Electronic Registration of Stocks, Bonds, etc., the transfer agent shall handle the electronic registration of stocks, the management of the shareholders’ list, and other works related to stocks.
4. ④ The business procedures of the clause ③ shall be in accordance with the stock business handling rules designated by the resolution of the board of directors if there is no transfer agent. If there is a transfer agent, it shall be in accordance with the stock transfer agency business rules of the transfer agent.

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1. ① In case of that this company issue new stocks by a resolution of the board of directors, it shall be by the methods in each of the following items.
   1. 1. Method to give a stakeholder an opportunity to subscribe for the purchase of the new stocks in order to allocate the new stocks according to the number of the stocks he or she has
   2. 2. Method to give a certain person (including the stakeholders of this company) an opportunity to subscribe new stocks in order to allocate the new stocks by the method other than the item 1 above within the range that does not exceed 30/100 of the total number of issued stocks in the case that is necessary for achievement of the business purposes of the company such as the introduction of new technologies, improvement in the financial structure and etc.
   3. 3. Method that gives many and unspecified persons (including the stakeholders of this company) an opportunity to subscribe new stocks and allocates the new stocks to the person who subscribes accordingly by the method other than the item 1 within the rage that does not exceed 50/100 of the total number of issued stocks
   4. 4. Case in which new stocks are issued or transferred to the subscriber to list the stock on the securities market or the KOSDAQ market
2. ② In case of that the new stocks is allocated by the methods described in the item 3 of the clause ①, the allocation of the new stocks shall be performed by a method that is in accordance with any of the following items below by the resolution of the board of directors.
   1. 1. Method that allocate new stocks to many and unspecified subscribers rather than categorizing the types of a person who is going to be given an opportunity to subscribe new stocks
   2. 2. Method to give many and unspecified persons an opportunity to subscribe including the stocks that has not been subscribed after the allocation of new stocks to members of the employee stock ownership association according to the relevant Act and subordinate statute
   3. 3. Method to give many and unspecified persons an opportunity to be allocated new stocks when there is any stocks that have not been subscribed after giving stakeholders the opportunities to be able to subscribe new stocks preferentially
   4. 4. Method to give a specific type of person an opportunity to subscribe new stocks according to the reasonable standard that has been set by the relevant Act and subordinate statute such as a demand forecasting prepared as a claimer or broker by investment dealers or brokers
3. ③ In case of that the new stocks is allocated in accordance with the item 2 and 3 of the clause ① above, the subjects that have been designated by the item 1, 2, 2.2, 3 and 4 of the Article 416 of the Commercial Law shall be informed or publicly announced to stakeholders 2 weeks before the due date for payment. However, the information or public announcement can be replaced by public announcing the report for major subjects on the Financial Services Commission and stock exchange according to the Article 165.9 of the Capital Market and Financial Investment Service Act.
4. ④ In case of that the new stocks are issued by any of the methods described in each item of the clause ① above, the kind, number and issue price of the stocks to be issued shall be decided by the resolution of the board of directors.
5. ⑤ In case of the allocation of new stocks, the processing method shall be decided by the resolution of the board of directors in accordance with the relevant Act and subordinate statute regarding the propriety of the issue price if there is occurrence of stocks that has not been subscribed or price has not been paid by the due date.
6. ⑥ The processing method about the fractional share occurred during the allocation of new stocks shall be decided by the resolution of the board of directors.
7. ⑦ In case of that new stocks is allocated in accordance with the item 1 of the clause ① above, the subscription warrants shall be issued to stakeholders.

1. ① This company may invest the stock option within the range of 15/100 of the total number of issued stocks by the special resolution of the board of directors. However, the stock option can be given by the resolution of the board of directors within the range of 3/100 of the total number of issued stocks in accordance with the regulations described in the clause ③ of the Article 542.3 of the Commercial Law. In this case, the stock option can be given as a performance based type that links the business performance or the price index of stocks.
2. ② When the stock option is given by the resolution of the board of directors in accordance with the clause ① above, an approval from the general meeting of the shareholders held immediately after the endowment date shall be required.
3. ③ The subjects who will be given stock options according to the regulations in the clause ① shall be the directors, auditors or employees who has contributed or is able to contribute to the establishment, management, technological innovation and etc. of the company or those of the relevant companies designated by the clause ① of the Article 30 of the Enforcement Ordinances of Commercial Law. However, the stock option can not be given to the directors of the company by the resolution of the board of directors.
4. ④ Despite the regulations in the clause ③, the stock option can not be given to the largest shareholder (”largest shareholder” hereafter) of the item 5 of the clause ② of the Article 542.8 of Commercial Law and major shareholders and the affiliated person. However, the stock option can be given to those who have become the affiliated person by becoming one of the board members of the relevant companies of the clause ③ above (the board member shall include cases of the directors and auditors who are not employed as the directors of the affiliated companies).
5. ⑤ The number of the executives and staff members who are going to given the stock options can not exceed 90/100 of the total number of the executives and staff members in office, and the number of the stock options given to one person among those executives and staff members or others can not exceed 10/100 of the total number of issued stocks.
6. ⑥ In case of falling under any of the following subparagraphs, the grant of the stock options may be revoked by the resolution of the board of directors:
   1. 1. In case a person who has been granted the stock options resigns or retires at his or her will;
   2. 2. In case a person who has been granted the stock options has caused serious damage to the Company by intention or negligence;
   3. 3. In case it is impossible to respond to the exercise of the stock options due to the Company's bankruptcy, etc.;
   4. 4. Other cases that belong to the reason for cancellation designated in the contract to give stock options
7. ⑦ The strike price per share to exercise stock option is over the equivalent value of each of the following item.
   1. 1. Higher amount between the actual value and face value of the share on the basis of the date that the stock option has been given in case of the issue of new stocks
   2. 2. Actual value of the share on the basis of the date that the stock option has been given in case of the transfer of the existing stocks
8. ⑧ The company shall give the stock option by the methods designated in each of the following item.
   1. 1. Method to issue and deliver the common stocks (or class stocks) at the strike price of the stock option
   2. 2. Method to deliver the treasury stocks which are the common stocks (or class stocks) at the strike price of the stock option
   3. 3. Method to deliver the difference between the strike price and market price of the stock option by cash or treasury stocks
9. ⑨ The stock options may be exercised within five (5) years from the date of being in office or holding office for more than two (2) years from the date of resolution at the general meeting of stockholders granting them.
10. ⑩ The regulations of the Article 13 shall be applied to the allocation of profits regarding new stocks issued by exercise of the stock options.

Equivalent dividends shall be given to stocks issued by paid-in capital increase, bonus issue, and stock dividend conducted before the dividend record date set by the Company.

The company can cancel its treasury stocks that the company owns by the resolution of the board of directors.

1. ① The company shall stop the alteration of the entry of the shareholder’s list about the rights from the 1st of January to the 7th of the same month every year.
2. ② The company shall designate a shareholder who has been written on the shareholder’s list that has been finally confirmed as of the 31st of December every year as the shareholder who will exercise the rights in the annual meeting of the shareholders.
3. ③ The company can stop the alteration of the entry of the shareholder’s list regarding the rights by designating a certain period that does not exceed 3 months by the resolution of the board of directors or make a shareholder who is written on the shareholder’s list on the day that was designated within 3 months by the resolution of the board of directors as the shareholder who will exercise the rights in case of the convocation of temporary general meeting of shareholders or other case that is necessary. In that case, if the board of directors approve that is necessary, the pause of the alteration of the entry of the shareholder’s list and designation of the basic date can be performed all together. In that case, the company must publicly announce it during the period of the closure of the shareholder’s list or 2 weeks before the basic date.

The shareholder’s list of this company may be documented in an electronic form based on Clause 2 of Article 352 of the Commercial Law.

Chapter 3. Bonds Payable

1. ① This company can issue the bonds payable by the resolution of the board of directors.
2. ② The board of directors can designate the amount and kind of the bonds payable and entrust the Chief Executive Officer with the issuance of the bonds payable within the period that does not exceed 1 year.

1. ① This company can issue the convertible bonds to a person other than shareholders by the resolution of the board of directors in case of each of the following items
   1. 1. Case that issue the convertible bonds by a method that gives an opportunity for a certain person (including the shareholders of this company) to subscribe for bond underwriting by the way other than that is indicated in the item 1 of the clause ① of the Article 12 in order to achieve the business objectives such as the introduction of the new technology, improvement of the financial structure and etc. Within the range of the nominal value of the bonds that does not exceed 500 billion Korean Won, and allocates the bonds to the person who subscribed accordingly
   2. 2. Case that issue the convertible bonds by a method that gives an opportunity for many and unspecified persons (including the shareholders of this company) to subscribe for bond underwriting by the way other than that is indicated in the item 1 of the clause ① of the Article 12 within the range of the nominal value of the bonds that do not exceed 500 billion Korean Won, and allocates the bonds to the person that subscribed accordingly.
2. ② In case that allocates the bonds by the method of the item 2 of the clause ①, the bonds shall be allocated by a method that corresponds to any of the following items by the resolution of the board of directors.
   1. 1. Method that allocates the bonds to many and unspecified subscribers other than classifying the kinds of persons who is going to be given an opportunity for the subscription of the bond underwriting
   2. 2. Method that gives many and unspecified persons an opportunity to have the bonds allocated in the case that there are bonds which are not subscribed after giving the shareholders the opportunity to subscribe the bond underwriting preferentially
   3. 3. Method that gives a certain type of person an opportunity to subscribe for the bond underwriting according to the reasonable standards designated by the relevant Act and subordinate statute such as the demand forecasting prepared by investment agent or brokers as claimers or brokers.
3. ③ The board of directors can issue the convertible bonds of the clause ① with the condition that gives the convertible rights on the part of those only.
4. ④ The stocks issued by the conversion shall be the common stocks and the convertible price shall be decided by the board of directors at the price over the nominal value of the stocks at the time of the issuance of the bonds.
5. ⑤ The period that can claim for the conversion shall be from the date that exceeds 1 year (1 month in case of the public offering) after the issuance date of the bonds in the concerned business year to the immediate previous day of the due date of the payment. However, the conversion period can be coordinated by the resolution of the board of directors or of the general meeting of the shareholders during the period above.
6. ⑥ The provisions of Article 13 shall apply mutatis mutandis to the distribution of profits to new stocks issued due to conversion.

1. ① This company can issue the bonds with warrants to a person other than shareholders by the resolution of the board of directors in case of each of the following items.
   1. 1. Case that issue the bonds with warrants by a method that gives a certain person (including the shareholders of this company) an opportunity to subscribe for bond underwriting by the way other than that is indicated in the item 1 of the clause ① of the Article 12 in order to achieve the business objectives such as the introduction of the new technology, improvement of the financial structure and etc. Within the range of the nominal value of the bonds that does not exceed 500 billion Korean Won, and allocates the bonds to the person who subscribed accordingly
   2. 2. Case that issue the convertible bonds by a method that gives many and unspecified persons (including the shareholders of this company) an opportunity to subscribe for bond underwriting by the way other than that is indicated in the item 1 of the clause ① of the Article 12 within the range of the nominal value of the bonds that do not exceed 500 billion Korean Won, and allocates the bonds to the person that subscribed accordingly.
2. ② In case that allocates the bonds by the method in the item 2 of the clause ①, the allocation of the bonds shall be performed by the resolution of the board of directors with a method that corresponds to any of the following items.
   1. 1. Method that allocates the bonds to many and unspecified subscribers other than classifying the kinds of persons who is going to be given an opportunity for the subscription of the bond underwriting
   2. 2. Method that gives many and unspecified persons an opportunity to have the bonds allocated in the case that there are bonds which are not subscribed after giving the shareholders the opportunity to subscribe the bond underwriting preferentially
   3. 3. Method that gives a certain type of person an opportunity to subscribe for the bond underwriting according to the reasonable standards designated by the relevant Act and subordinate statute such as the demand forecasting prepared by investment agent or brokers as claimers or brokers.
3. ③ The amount that can claim for the bond underwriting shall be decided by the board of directors within the range that does not exceed the nominal value of the bonds.
4. ④ The stocks issued by the exercise of the subscription right shall be the common stocks and the issue price shall be decided by the board of directors at the face value or the price over the face value at the time of the issuance of the bonds.
5. ⑤ The period that can exercise the subscription right shall be from the date that exceeds 1 year (1 month in case of the public offering) after the issuance date of the bonds in the concerned business year to the immediate previous day of the due date of the payment. However, the exercise period of the subscription right can be coordinated by the resolution of the board of directors during the period above.
6. ⑥ The regulation set forth in the Article 13 shall be applied to the allocation of profits from the stocks issued by the exercise of the subscription rights.

Instead of issuing bonds and securities from the preemptive right to new stocks, the company may electronically register the rights that needs to be displayed on bonds and securities from the preemptive right to new stocks in the electronic registration account of the electronic registration institution.

The provisions of Article 10 shall apply mutatis mutandis to the issuance of bonds.

Chapter 4. The General Meeting of Shareholders

The Company shall convene an ordinary general meeting of stockholders at each settlement period, and convene an extraordinary general meeting of stockholders as occasion demands.

1. ① The convocation the general meeting of shareholders shall be made by the Chief Executive Officer in accordance with the resolution of the board of directors unless otherwise stipulated in the laws and regulations.
2. ② However the regulations set forth in the Article 33 of this Articles of Incorporation shall be applied correspondingly at the time of an accident of the Chief Executive Officer.

1. ① In order to convene the general meeting of shareholders, a written notice of date and time, venue, and the purposes of the meeting shall be sent to each shareholder two weeks before the date of the general meeting or the notice shall be sent in the form of electronic documents after receiving the agreement of each shareholder.
2. ② The notice of convocation to shareholders possessing the stocks not more than 1/100 of total issued stocks with voting rights may be replaced by making public announcements of the call of the shareholders’ meeting and the purpose of the meeting twice or more in the Seoul Economic Daily and the Herald Business issued in the City of Seoul two weeks before or the notice by the regulation of the clause 1 may also be replaced by the public announcement on the electronic disclosure system.
3. ③ The company shall notify or publicly announce the name, profile, a recommender and other subjects set forth by the Enforcement Ordinances of Commercial Law of the candidate for a director’s position in case that the purposes of the meeting is regarding the appointment of the director if it makes a notice for convocation by the regulation of the clause ① or public announcement by the regulation of the clause ②.
4. ④ In case that the company makes a notice of convocation or public announcement according to the clause ① and ②, it shall notify or public announce the subjects stipulated in the clause ③ of the Article 542.4 of Commercial Law. However, it is not the case if the subjects are published on the internet homepage of the company and keep those at the head and branch office of the company, transfer agency, Financial Services Commission, Korean Exchange.

The general meeting of shareholders shall be held where the head office is, however, can be held at the adjacent place as the case may require.

1. ① The chairman of the general meeting of shareholders shall be the Chief Executive Officer.
2. ② However, the regulations set forth in the Article 33 shall be applied correspondingly at the time of an accident of the Chief Executive Officer.

1. ① The chairman of the general meeting of shareholders may order persons who speak on purpose to hinder the smooth proceeding of the agenda at the general meeting of shareholders or derange the order, to suspend or cancel the speech or to retire from the meeting room.
2. ② The chairman of the general meeting of shareholders can limit the time and number of a shareholder’s speech when he or she acknowledge that it is necessary to make the proceeding smooth.

The voting right of a shareholder shall be 1 vote per share.

In case the Company, its parent company and its subsidiary company or its subsidiary company owns stocks exceeding one-tenth (1/10) of the total number of stocks issued by the other company, the stocks of the Company possessed by the other company shall have no voting rights.

1. ① In case a shareholder with more than 2 voting rights intends to exercise his or her voting right with lack of unity, he or she shall inform the company in writing or by an electronic document of his or her intention and reason for it 3 days before the meeting date.
2. ② The company may reject a shareholder’s exercising the voting right with lack of unity. However, it shall not be the case if the shareholder has accepted a trust or owns stocks for others.

1. ① A shareholder can have his or her proxy to exercise the voting right.
2. ② The proxy of the clause ① shall submit a written evidence (power of attorney) proving that he or she is the proxy, before the opening of the general meeting of shareholders.

The resolution of the general meeting of shareholders shall be made by the majority of voting rights of the shareholders who are present at the meeting, however with the number that is over 1/4 of the total number of issued stocks unless otherwise stipulated in laws and regulations.

1. ① The minutes shall be written at the proceedings of the general meeting of shareholders.
2. ② The proceedings of the general meeting of shareholders shall be recorded with the main points and results of the course in the minutes of the meeting, and signed and sealed or signed by the chairman and director who are present and kept at the head and branch office.

Chapter 5. Directors, Board of Directors, Chief Executive Officer

1. ① The directors of this company shall be more than 3 people, and the number of outside directors shall be more than 3 people, but at least a majority of the total number of directors.
2. ② The board of directors of this company does not consist of all directors of a specific gender.

1. ① The directors shall be selected and appointed at the general meeting of shareholders.
2. ② The executive director, outside director, other non-executive director shall be selected and appointed by the majority votes of the shareholders present, however, shall also be by the resolution method over 1/4 of the total number of issued stocks.
3. ③ In case of selecting and appointing more than 2 directors, the concentrated vote system stipulated in the Article 382.2 of Commercial Law shall not be applied.

1. ① The term of the executive director, outside director, and other non-executive director shall be 3 years after their inauguration. However, the term shall be extended until the end of the regular general meeting of shareholders when the term of the office of the director terminates before the end of the regular general meeting of shareholders.
2. ② The term of a director who is selected through a by-election shall be the remaining period of his or her predecessor.

If there is a vacancy among directors, the position will be filled through the general meeting of shareholders. However, it may not be the case if the number of directors are not short of the number required by the Article 28 of this Articles of Incorporation and there is no impediment in the operation of business.

This company shall select and appoint the Chief Executive Officer by the resolution of the board of directors.

1. ① The Chief Executive Officer shall represent the company and manage the business.
2. ② The directors shall support the president, and shall divide and execute the business of the company as determined by the board of directors, and act as proxy at the time of an accident of the representative director.
3. ③ The director shall faithfully fulfill his or her duties for the company in accordance with the provisions of relevant laws and regulations of these Articles of Incorporation.
4. ④ The director shall faithfully fulfill his or her duties for the company with Fiduciary Duty.
5. ⑤ The director shall never reveal any business secret of the company that is learned officially not only during his or her term of office but also after his or her retirement.
6. ⑥ The director shall immediately report to the audit committee or its committee members when finding out the fact that there exists concerns in which the company will experience a clear loss.

1. ① The board of directors shall consist of directors and shall resolve the important matters of this company’s work.
2. ② The chairman of the board of directors shall notify each director and auditor 1 week before the meeting day and convene the board. However, the convocation process can be skipped if there is an unanimous agreement by every director and auditor.
3. ③ The chairman of the board of directors shall be selected and appointed by the resolution of the board of directors. However, if there is unavoidable reason for the chairman of the board not being able to perform the duty, the duty will be alternatively performed by temporary chairmen in the order by the resolution of the Chief Executive Officer and board of directors.
4. ④ Each director can claim the convocation of the board of directors by clarifying the agenda and reason. In case that the chairman of the board of directors do not convene the board without any just reason, the director who claimed the convocation of the board can directly convene the board.
5. ⑤ The director shall report on the situation of the execution of the duty over 1 time in 3 months.

1. ① The resolution of the board of directors shall be with the presence of the majority number of directors and the majority of the directors who are present. However, the resolution of the board of directors shall be with 2/3 of the directors if it regards the matters that corresponds to the Article 397.2 (Doctrine of Corporate Opportunity) and the Article 398 (Prohibition of Trade for Oneself) of Commercial Law.
2. ② The board of directors can permits the participation of directors in the resolution by means of communication that receive and send the voice of every director simultaneously while every director or part of them are not present at the meeting in person. In this case, concerned directors are considered to have been present in person.
3. ③ Any person who has a special interest in the resolution of the board of directors shall not exercise his or her voting right.

1. ① The minutes shall be written with regard to the proceedings of the board of directors.
2. ② The agenda, progress, result, people with opposition and its reason shall be written on the minutes and shall be signed and sealed or signed by a director and auditor who are present.

1. ① The company may establish the following committee within the board of directors to exercise its authority on matters delegated by the resolution of the board.
   1. 1. Audit Committee
   2. 2. Outside Directors Candidate Recommendation Committee
   3. 3. Other Committees deemed necessary by the Board of Directors
2. ② The details regarding the composition, authority, operation and etc. of each committee shall be decided by the resolution of the board of directors.
3. ③ The Article 34, 35 and 36 of the Articles of Incorporation shall be applied correspondingly for the committees.

1. ① The pay of directors shall be decided by the resolution of the general meeting of shareholders.
2. ② The payment of the pension of directors shall be based on the executive pension payment provisions that has been approved by the resolution of the general meeting of shareholders.

This company can have a number of counselors or advisers by the resolution of the board of directors.

Chapter 6. Audit Committee

1. ① This company shall establish an audit committee in replace of the audit according to Article 36-2.
2. ② The audit committee shall be composed of three or more directors, and at least two-thirds of the total members must be outside directors. The members who are not outside directors must meet the requirements provided in Paragraph 3 of Article 542-10 of the Commercial Act.
3. ③ Appointment of members of the Audit Committee shall be made by a majority of the voting rights of the stockholders present thereat and at least one-fourth (1/4) of the total number of issued stocks. However, in case where voting rights may be exercised electronically pursuant to Article 368-4 (1) of the Commercial Act, the appointment of a member of the Audit Committee may be determined as a majority of the voting rights of the stockholders present thereat.
4. ④ The dismissal of members of the Audit Committee shall be at least two-thirds (2/3) of the voting rights of the stockholders present thereat and at least one-third (1/3) of the total number of issued stocks.
5. ⑤ In the appointment or dismissal of the members of the Audit Committee under the preceding paragraphs 3 and 4, stockholders who have stocks in excess of 3/100 of the total number of issued stocks with voting rights (when appointing or dismissing a member of the Audit Committee who is not an outside director, the following number of stocks with voting rights shall be summed up: the number of stocks held by the largest stockholder and his/her affiliated person, the number of stocks owned by the a person who holds the stocks on the largest stockholder’s or the affiliated person’s account, and the number of stocks with voting rights owned by a person who delegates the voting rights to the largest stockholder or the affiliated person) shall not exercise voting rights on the excess stock

1. ① One of the members of the audit committee constituted pursuant to Article 39 shall be elected as a director to become a member of the Audit Committee by separating from other directors by the resolution of the general meeting of stockholders.
2. ② If a member of the Audit Committee appointed pursuant to paragraph 1 is dismissed, the member shall lose both the position as the director and the member of the Audit Committee.

The audit committee shall select a member to represent the committee by its resolution. In this case, the head of the committee shall be an outside director.

1. ① The Audit Committee shall audit the Company's accounting and business, and if necessary, it may seek assistance from experts at the Company's expense.
2. ② The audit committee, if necessary, may request for a convocation of the board of directors after writing and submitting the purpose of the meeting and reason for the convocation to the directors (the convoker if there exists a convoker)
3. ③ Despite the request in Paragraph 2, if the director does not convoke the board of directors immediately, the audit committee that made the request can convoke the board of directors.
4. ④ The audit committee may request for a convocation of a temporary general meeting of shareholders by submitting a document that specifies the purpose of the meeting and the reason for the convocation.
5. ⑤ The auditor, if necessary to perform its duty, may request for a report of the business about the subsidiary companies. In this case, the auditor may investigate the business and financial conditions of the subsidiary companies if they do not report immediately and if it is necessary to confirm the contents of the report.
6. ⑥ The Audit Committee shall select external auditors according to the Act On External Audit of Stock Companies.
7. ⑦ The audit committee shall deal with matters the board of directors delegated other than Paragraph 1 to Paragraph 6.
8. ⑧ The board of directors cannot make a re-resolution for the resolution of the audit committee.
9. ⑨ Matters concerning the composition and operation of the Audit Committee, which are not stipulated in these articles of incorporation, shall be governed by related laws, regulations of the audit committee, and the resolution of the board of directors.

The audit committee shall write audit reports regarding the audit, and the method of enforcement and result of the audit shall be written on the audit report, and the report shall be signed and sealed or signed by the member of the audit committee who performed the audit.

Chapter 7. Accounting

The business year of this company shall be from the 1st of January to the 31st of December every year.

1. ①The Chief Executive Officer shall prepare the following documents, their supplementary schedules, and a business report six (6) weeks before the date of ordinary general meeting of stockholders or the deadline for submission of business report, and be audited by the Audit Committee and shall submit the following documents and business report to the ordinary general meeting of stockholders:
   1. 1. Balance sheet
   2. 2. Profit and loss statement
   3. 3. Other documents that indicate the financial status and business performance of the company and are chosen by the Enforcement Ordinances of Commercial Law
2. ② The company shall include the consolidated financial statement in the clause ① of each document if the company is applicable to the companies which are subject to the consolidated financial statement by the Enforcement Ordinances of Commercial Law.
3. ③ The audit committee shall submit the audit report to the Chief Executive Officer at least one (1) week before the date of ordinary general meeting of stockholders or the deadline for submission of business report
4. ④ The Chief Executive Officer shall place the documents of the clause ① and audit report at the head office for 5 years and its copy at the branch offices for 3 years from the time that is 1 week before the date of the regular general meeting of shareholders.
5. ⑤ The Chief Executive Officer shall publicly announce the balance sheet and opinion of the audit by an external auditor without delay when the approval from the general meeting of shareholders on each document of the clause ① has been acquired.

For the appointment of the external auditors by the company, the audit committee must choose the external auditors based on the regulations of the laws regarding external auditors of corporations and etc., and the company shall report the fact to the regular general meeting of shareholders convened after the appointment of the external auditors or shall notify or make a public announcement to the shareholders.

This company shall dispose the pre-disposal surplus profits of each business year as follows.

1. 1. Profit reserve
2. 2. Other legal services
3. 3. Dividend
4. 4. Voluntary reserve
5. 5. Other surplus profits disposal amount

1. ① Sharing in profits can be made with money, stocks and other property.
2. ② Dividends under the preceding paragraph shall be paid to stockholders or registered pledgees listed in the stockholders’ list as of record date of dividend payout determined by the resolution of the board of directors.
3. ③ Sharing in profits shall be decided by the resolution of the general meeting of shareholders.

1. ① The company is except from the payment duty when the dividend is not collected within 5 years from the day that the allocation has been confirmed.
2. ② The dividend due to the completion of the negative prescription of the previous clause shall belong to the company.
3. ③ The interest shall not be paid for the dividend.

The first business year of this company shall be the establishment date of the company and it shall be until the 31st of December the same year

The name, resident registration number and address of the initiator and the number of the stocks he took over at the time of the establishment shall be as it is entered at the end of the Articles of Incorporation.

Supplementary Provision

• Article 1. (Date of Enforcement)These Articles of Incorporation shall be enforced from the day that the initiator signed and sealed.

Supplementary Provision (25/06/2015)

• Article 1. (Date of Enforcement)These Articles of Incorporation shall be revised and enforced from June 25, 2015.

Supplementary Provision (18/08/2015)

• Article 1. (Date of Enforcement)These Articles of Incorporation shall be revised and enforced from August 18, 2015.

Supplementary Provision (19/08/2015)

• Article 1. (Date of Enforcement)These Articles of Incorporation shall be revised and enforced from August 19, 2015.

Supplementary Provision (30/03/2016)

• Article 1. (Date of Enforcement)These Articles of Incorporation shall be revised and enforced from March 30, 2016.

Supplementary Provision (01/07/2016)

• Article 1. (Date of Enforcement)These Articles of Incorporation shall be revised and enforced from July 1, 2016.

Supplementary Provision (29/12/2017)

• Article 1. (Date of Enforcement)These Articles of Incorporation shall be revised and enforced from December 29, 2017.
• Article 2. (Application of the Special Case Clause of a Listed Company)The provisions that are applicable to the listed company on the basis of the relevant law shall come into force from the point of the time that the company is listed in the stock market.

Supplementary Provision (30/03/2018)

• Article 1. (Date of Enforcement)These Articles of Incorporation shall be revised and enforced from March 30, 2018.
  
• Article 2. (Application of the Special Case Clause of a Listed Company)The provisions that are applicable to the listed company on the basis of the relevant law shall come into force from the point of the time that the company is listed in the stock market.

Supplementary Provision (24/03/2020)

• Article 1. (Date of Enforcement)These Articles of Incorporation shall be revised and enforced from March 30, 2018.
  
• Article 2. (Application of the Special Case Clause of a Listed Company)The provisions that are applicable to the listed company on the basis of the relevant law shall come into force from the point of the time that the company is listed in the stock market.
• Article 3. (Transitional provision of the term of office of directors)The amended provisions of Article 30 of the articles of incorporation shall be applied from the newly appointed directors after the enforcement date of the Article 1 of the Supplementary Provision.

Supplementary Provision (05/06/2020)

• Article 1. (Date of Enforcement)These articles of incorporation shall be amended and enforced from June 5, 2020.
  However, the amended provisions of Article 9, Article 9-2, Paragraph 3 of Article 10, Article 11, Article 13-4, Article 15-2, and Article 16 shall be enforced if stocks and etc. are electronically registered on the electronic registration account based on the laws regarding the Act on Electronic Registration of Stocks, Bonds, etc.
  
• Article 2. (Application of the Special Case Clause of a Listed Company)The provisions applicable to the listed companies under related laws take effect from the time the company is listed on the stock market.

Supplementary Provision (26/03/2021)

• Article 1. (Date of Enforcement)These articles of incorporation shall be revised and effective on and after March 26, 2021.
  
• Article 2. (Applicability to dismissal of members of the Audit Committee)The amended provisions of Article 39 (4) and (5) and Article 39-2 (2) (limited to dismissal) shall also apply mutatis mutandis to dismissal of a member of the Audit Committee appointed pursuant to the previous provisions at the time these Articles of Incorporation enter into force.

Supplementary Provision (28/03/2022)

• Article 1. (Date of Enforcement)These articles of incorporation shall be revised and effective on and after March 28, 2022.

• Supplementary Provision (28/03/2024)

  • Article 1. (Date of Enforcement)These articles of incorporation shall be revised and effective on and after March 28, 2024.
  • Article 2. (Transitional Measures concerning the Limit of Issuance of Convertible Bonds)The limit of issuance of convertible bonds pursuant to Article 14-(2)-1 of the Articles of Incorporation shall be newly calculated without deducting the total face value of the previously issued bonds.