The Company shall survive and continue to evolve and progress in the rapidly changing business environment to preserve long-term benefits of its shareholders. To this end, the Company will establish its Management Philosophy as follows and implement its business activities based thereon. The Company shall maintain stability and growth to achieve sustained prosperity. In doing so, the Company shall create value for its customers, members and shareholders, and play a key role in the social and economic development, thereby contributing to the happiness of human being. The Company will continue to satisfy its customers, gain their trust and ultimately develop together with them. The Company will ensure that its members develop with a sense of achievement in their work and they contribute to its development while they work for the Company. The Company will upgrade its corporate value so as to continuously create shareholder value. The Company will create social values and therefore, grow along with the community in addition to facilitating economic prosperity. The Company should make an effort to keep a balance between the happiness of stakeholders and consider this in both the present and the future to ensure long-term sustainability.
Chapter I. General Provisions
Article 1. Corporate name
The corporate name of the Company shall be "SK Broadband chushik hoesa" in Korean, and "SK Broadband Co., Ltd." in English. < Amended on Aug. 28, 1998, Dec. 16, 2004, Sep. 22,2008 >
Article 2. Objectives
Article 3. Head Office and Branch Offices
Article 4. Method of Public Notice
Public notices by the Company shall be posted on the Company’s website (http://www.sktelecom.com). However, if public notices cannot be posted on such website due to network failure or other inevitable reasons, they shall be given by publication in "The Seoul Shinmun" (or its successor in case of merger of change of name; hereinafter the same shall apply), a daily newspaper published in Seoul. <Amended on October 1, 1999, March 24, 2006, March 21, 2014>
Chapter II. Shares
Article 5. Number of Authorized Shares
The total number of shares to be issued by the Company shall be seven hundred million (700,000,000) shares. <Amended on September 23, 1997, October 21, 2003>
Article 6. Par Value
The par value of each share issued by the Company shall be Five Thousand (5,000) Won.
Article 7. Number of Initial Shares
The total number of shares to be issued by the Company upon its incorporation are One Hundred Twenty Million Eighty-two Thousand Two Hundred (120,082,200) shares. < Amended on Sept. 23, 1997>
Article 8. Class of Shares and Denomination of Share Certificates
The shares issued by the Company shall be registered common shares, registered preferred shares, registered convertible shares, and registered redeemable shares, which shall be represented by share certificates in eight (8) denominations: One (1), Five (5), Ten (10), Fifty (50), One Hundred (100), Five Hundred (500), One Thousand (1,000) and Ten Thousand (10,000) share(s). < Amended on March 23, 2001, March 24, 2006>
Article 8-2. Number and Terms of Preferred Shares <Established on March 24, 2006>
Article 8-3. Number and Terms of Convertible Shares <Established on March 24, 2006>
Article 8-4. Number and Terms of Redeemable Shares <Established on March 24, 2006>
Article 9. Preemptive Rights
Article 9-2. Stock Purchase Option Rights <Title changed on March 17, 2000>
Article 10. < Deleted on March 24, 2006>
Article 11. Transfer Agent < Title changed on March 30, 1998>
Article 12. Report of Names, Addresses and Seal Impressions of Shareholders, Etc.
Article 13. Closure of Shareholders Register and Setting of Record Date
Chapter III. Corporate Bonds
Article 14. Issuance of Corporate Bonds <Established on March 23, 2012>
Article 14-2. Issuance of Convertible Bonds <This article transferred on March 23, 2012>
Article 15. Issuance of Bonds with Warrants
Article 16. Application of Certain Articles for the Issuance of Bonds The provisions of Articles 11, 12 and 13 hereof shall apply mutatis mutandis in cases of the issuance of bonds by the Company.
Chapter IV. Meeting of Shareholders
Article 17. Types and Time for Convening Shareholders Meetings
Article 18. Call for Shareholders Meetings
Article 19. Notice for Convening Shareholders Meetings and Public Notice Thereof
Article 20. Venue of General Meetings
The Meeting shall be convened at the head office of the Company or, when considered desirable, at an adjacent location
Article 21. Chairman
The Representative Director shall preside over all general meetings of shareholders, provided, however, that in the event that he or she is absent or unable to perform his or her responsibilities, then the provisions set forth in Article 31, Paragraph (2), shall apply mutatis mutandis. < Amended on October 21, 2003>
Article 22. Chairman's Authority to Maintain Order
The chairman of the general meeting of shareholders may order anybody who intentionally disrupts the proceedings of a meeting or causes disorder at the meeting to stop speaking, to retract his or her words or to leave the meeting. The Chairman may also restrict the length and frequency of the speech of shareholders when it is deemed necessary for the meeting to proceed smoothly.
Article 23. Voting Rights
Each shareholder shall have one voting right for each share owned
Article 24. Split Voting
Article 25. Voting by Proxy
Article 26. Matters Requiring Resolutions of Shareholders Meeting
Article 26-2. <Deleted on October 21, 2003>
Article 27. Method of Resolution
Article 27-2. Cumulative Voting
With regard to the appointment of directors of the Company, the provisions of Article 382-2 of the Commercial Act shall not apply. <Established on October 1, 1999>
Article 28. Minutes of the General Meeting
The proceedings and resolutions of the Meeting shall be recorded in the minutes which, after being signed or sealed by the chairman of the Meeting and all the directors present, shall be kept at the Company's head office and branches.
Chapter V. Directors, Board of Director and Audit Committee <Title changed on March 17, 2000>
Article 29. Directors
Article 29-2. Qualification of Directors
Article 35. Matters of Board Resolution
The following matters shall be subject to the resolution of the Board of Directors;
Article 35-2. Sub-Committees of the Board of Directors <Established on March 17, 2000>
Based upon the regulations of the Company, the Board of Directors may form a sub-committee composed of at least two directors to carry out certain specialized functions and may delegate powers to such a sub-committee within a specific scope.
Article 36. Minutes
Article 37. < Deleted on March 17, 2000>
Article 37-2. Audit Committee
Article 37-3. Outside Director Candidate Nominating Committee
Article 38. Responsibilities of the Statutory Auditor <Title changed on March 17, 2000>
Article 39. Audit Report of the Audit Committee <Title changed on March 17, 2000>
The Audit Committee shall prepare audit statements, which shall contain all of the proceedings and results of such audit, and shall be signed and/or sealed by the chairman of the Audit Committee and those members who are present. <Amended on March 17, 2000>
Article 40. Remuneration and Severance Payment of Directors <Title changed on March 17, 2000>
Chapter VI. Business Plan <Deleted on October 21, 2003>
Article 41. < Deleted on October 21, 2003>
Article 42. < Deleted on October 21, 2003>
Chapter VII. Accounting
Article 43. Fiscal YearThe fiscal year of the Company shall begin on the first (1) day of each year and end on the thirty-first (31st) day of December of the same year.
Article 44. Preparation of the Financial Statements and Business Reports
Article 45. Appropriation of Earned Surplus
Earned surplus for each business year, including any carried-over profit, shall be appropriated in the following order;
Article 46. Dividends to Shareholders
Chapter VIII. Supplementary Provisions
Article 47. Regulations
The Company may, with the approval of Board of Directors, adopt relevant regulations, whichever necessary, required for the operation of the Company.
Article 48. Notice
Any notice, demand, request, consent or any communication hereunder shall be made in writing (including, without limitation, by hand delivery, registered airmail, email or facsimile). <Amended on October 21, 2003>
Chapter IX. Provisions on Incorporation
Article 49. Incorporation Expenses
Company shall bear and reimburse, up to the sum of Thirty-five Billion (35,000,000,000) Won, all expenses incurred for the incorporation of Company, including expenses for holding road-shows for organizing the Consortium, advertisements, preparation of the Initial Business Plan, registrations, approvals and permits.
Article 50. Names and Addresses of Promoters
The names and addresses of promoters of Company are as listed at the end of these Articles of Incorporation.
Article 51. Representative of Company Prior to Incorporation
The representative promoter shall, for the time being, represent the Company during the procedures for incorporation and shall be in charge of the preparation and submission of the application for the government permit for local telephony service business.
Addendum <March 23, 2012>
Article 1. Date of Effectiveness
These Articles of Incorporation shall take effect as of March 23, 2012. However, the amended Article 14 and Article 44, Paragraph (1), Item 3 and Paragraph (2) shall take effect as of April 15, 2012.
Addendum <March 21, 2014>
Article 1. Date of Effectiveness
These Articles of Incorporation shall take effect as of March 21, 2014.
Addendum <June 20, 2017>
Article 1. Date of Effectiveness
These Articles of Incorporation shall take effect as of June 20, 2017.