Articles of Incorporation

  • Preface

    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

    • (1) The objectives of the Company are as follows: rational management of the telecommunications business, development of the telecommunications technology, provision of innovative and reliable convergence services and contribution to public welfare and convenience. <Amended on March 26, 2004, March 13, 2009>
    • (2) In order to achieve the above objectives, the Company carries on the following businesses: <Amended on March 13, 2009, March 12, 2010, March 21, 2014>
      • 1. Information and communication business;
      • 2. Broadcasting and new media business;
      • 3. Content business;
      • 4. Mail order sales business;
      • 5. Advertising business;
      • 6. Electronic financial business;
      • 7. Sale and lease of handsets business;
      • 8. Real estate business and chattel leasing business;
      • 9. Information and communication related engineering business and leasing business;
      • 10. Gift certificate issue, management, circulation and sale business;
      • 11. Electric engineering business <established on March 21, 2012>;
      • 12. Construction business including machine equipment work, etc. <established on March 21, 2014>;
      • 13. Research and technology development relating to Subparagraphs 1 or 7;
      • 14. Overseas and import/export business relating to Subparagraphs 1 or 7;
      • 15. Manufacturing and distribution business relating to Subparagraphs 1 or 7;
      • 16. Agency and consignment business relating to Subparagraphs 1 or 7;
      • 17. Businesses stipulated to carry out under the communication-related laws and regulations; and
      • 18. Any other businesses directly and/or indirectly relating to the foregoing activities.
    • (3) The Company carries on the business other than the businesses provided in subparagraphs of Paragraph (2) in accordance with laws and regulations.
      The Company shall conduct any activities required by laws and regulations, in addition to those set forth in the foregoing Paragraph (2)of this Article.

    Article 3. Head Office and Branch Offices

    • (1) The head office of Company shall be located in Seoul, Korea
    • (2) The Company may establish branches and/or offices at any place it deems necessary to do so

    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>

    • (1) Preferred shares to be issued by the Company shall be non-voting and the number of such shares to be issued shall be not more than a half of the total issued shares.
    • (2) The rate of preferential dividends per annum payable on preferred shares shall be within the range of not less than one(1)percent of their par value as determined by the Board of Directors at the time of the issuance thereof.
    • (3) Preferred shares to be issued by the Company shall be cumulative or non-cumulative, and participating or nonparticipating as determined by the Board of Directors.
    • (4) If the Company does not pay dividends on common shares, it may not pay dividends on preferred shares either.
    • (5) In the event that a resolution to not pay dividends on preferred shares has been passed at a meeting of shareholders of the Company, shareholders holding preferred shares shall be granted voting rights from the opening date of the meeting of shareholders immediately following such meeting of shareholders until the closing date of the meeting of shareholders at which a resolution is passed in favor of the payment of dividends on preferred shares.
    • (6) In case the Company issues new shares by a rights issue or bonus issue, the new shares to be assigned to shareholders holding preferred shares shall be common shares in the case of rights issue, and shall be preferred shares of the same class in the case of a bonus issue.
    • (7) The duration of preferred shares may be determined by a resolution of the Board of Directors of the Company at the time of issuance within the range of at least three (3) years up to a maximum of ten (10) years from the date of issuance thereof, and in such case the preferred shares shall be converted into common shares contemporaneously with expiration of such duration; provided, however, that, if the Company fails to pay the prescribed dividends on preferred shares during the said period, the aforementioned duration period shall be extended until such unpaid dividends have been paid in full. In this case, the provisions of Paragraph 5 of Article 9 hereof shall apply mutatis mutandis with respect to payment of dividends on the shares issued as a result of conversion hereunder.

    Article 8-3. Number and Terms of Convertible Shares <Established on March 24, 2006>

    • (1) The Company may issue shares convertible to common shares or preferred shares as determined by the Board of Directors.
    • (2) The issue price of new shares to be issued upon conversion of shares shall be the issue price of the convertible shares prior to conversion and the number of new shares to be issued upon conversion of shares shall be determined by the Board of Directors. However, the conversion ratio shall be adjusted in the case of a share split, share consolidation, or other lawful adjustments.
    • (3) The conversion period shall be determined by the Board of Directors and it shall not exceed ten (10) years.
    • (4) The provisions of Paragraph 5 of Article 9 hereof shall apply mutatis mutandis with respect to payment of dividends on the shares issued as a result of conversion hereunder.

    Article 8-4. Number and Terms of Redeemable Shares <Established on March 24, 2006>

    • (1) The Company may issue redeemable preferred shares which may be redeemed mandatorily, or may be redeemed with its profits at its own discretion, as determined by the Board of Directors.
    • (2) The redemption price of redeemable shares shall amount to the 'issue price +additional price', and the additional price shall be determined by the Board of Directors at the time of issuance of redeemable shares taking into consideration interest rates, market conditions, and other matters related to the issuance of redeemable shares.
    • (3) The redemption period shall be determined by the Board of Directors within the range of at least one (1) month up to a maximum of ten (10) years. However, the redemption period for the redeemable shares that the Company shall redeem mandatorily shall be extended in any of the following cases, and in such case, the redemption period shall be extended to the date when such case no longer exists:
      • 1. When payout of preferred dividends on redeemable shares has not been completed; or
      • 2. When the Company has not redeemed the shares within the due date owing to a insufficiency of profit
    • (4) The Company may redeem redeemable shares at once or in installments. If the Company is to redeem the shares in installments, the shares to be redeemed shall be chosen by lot or on a pro rata basis. Any fractional shares that stem from selection of the shares on a pro rata basis shall not be redeemed.
    • (5) When the Company will redeem the shares, it shall publicly announce its intention to do so, the shares to be redeemed, and the term of not less than one (1) month for submission of share certificates. The Company shall separately inform the shareholders and pledgees listed on the shareholders' register of such information, and the Company shall compulsorily redeem the redeemable shares at the expiration of above period.
    • (6) The Company may issue convertible shares as specified in the provisions of Article 8-3 by a resolution of the Board of Directors when issuing redeemable shares.

    Article 9. Preemptive Rights

    • (1) Each shareholder of the Company shall have a preemptive right to subscribe for any new shares to be issued by the Company in proportion to its shareholding ratio. <Amended on Oct. 21, 2003>
    • (2) If any shareholder waives or forfeits its preemptive rights, or if any fractional number of shares ("odd shares") is created in the course of allotting of such new shares, then such shares waived or forfeited or the odd shares shall be disposed in accordance with a resolution of the Board of Directors of Company.
    • <Amended on August 28, 1998>
    • (3) Notwithstanding the provisions of the foregoing Paragraph (1), the Company may, by resolution of the Board of Directors, allocate such new shares to non-shareholders in any of the following cases: <Amended on August 28, 1998>
      • 1. If the Company issues new shares or causes underwriters to underwrite new shares pursuant to the relevant laws and regulations; <Amended on March 13, 2009>
      • 2. If the Company issues new shares by public offering pursuant to a resolution of the Board of Directors, in accordance with the relevant laws and regulations; <Amended on March 13, 2009>
      • 3. If the Company preferentially allocates new shares to members of the Employee Shareholders Association in accordance with the relevant laws and regulations; <Amended on April 28, 1998, March 13, 2009>
      • 4. If the Company issues new shares for the issuance of depositary receipts (DR) in accordance with the relevant laws and regulations; <Amended on March 13, 2009>
      • 5. <Deleted on March 30, 1998>
      • 6. If the Company issues new shares to any person exercising stock option rights conferred pursuant to the provisions of the Commercial Act; <Established on February 26, 1999, March 13, 2009>
      • 7. If the Company issues new shares to a foreign telecommunications company or a foreign financial/investment institution that has completed the foreign investment procedures for the purpose of strategic alliance in relation to the business of the Company; or <Established on October 1, 1999, March 13, 2009>
      • 8. If the Company issues new shares to domestic/overseas investors or the employees or officers of the Company up to an amount not exceeding 50% of the then current total issued and outstanding shares of the Company for the purpose of realizing the Company's business objectives, including, but not limited to, improving its financial structure and entering into new business areas. <Established on Mar. 26, 2004; Amended on Mar. 26, 2004>
    • (4) <Deleted on October 21, 2003>
    • (5) In case the Company issues new shares through right issues, bonus issues and stock dividends, the new shares shall be deemed to have been issued at the end of the fiscal year immediately prior to the fiscal year during which the new shares are issued for purposes of distribution of dividends for such new shares.

    Article 9-2. Stock Purchase Option Rights <Title changed on March 17, 2000>

    • (1) To the extent permitted under the Commercial Act, the Company may grant its officers and employees (including, without limitation, the directors, auditors, or employees of the relevant company as described in Paragraph (1) of Article 542-3 of the Commercial Act; hereafter the same shall apply in this Article) stock options by a special resolution of a general shareholders' meeting as prescribed under Paragraph (1) of Article 542-3 of the Commercial Act. Provided, pursuant to Paragraph (3) of Article 542-3 of the Commercial Act, such rights may be granted by a resolution of the Board of Directors' meeting to the extent of ten (10) percent of the Company's total number of shares issued and outstanding, subject to applicable laws and regulations.
      Other than in the case of death, mandatory retirement or other involuntary termination of employment not attributable to the grantee, a stock option can only be exercised if the grantee has been employed by the Company for at least two (2) years after such stock option was granted and must be exercised within five (5) years from the date in which the option becomes exercisable. <Amended on March 17, 2000, October 21, 2003, March 23, 2012>
    • (2) The stock option rights may be granted to any officer or employee of the Company, who has contributed or are qualified to contribute, to the establishment, and management, overseas operations, technological innovation or the like. Provided, however, the stock purchase options shall not be granted to any of the following persons: <Amended on March 17, 2000, October 21, 2003>
      • 1. the largest shareholder in the Company and specially related person(s) as defined in Article 542-8(2)5 of the Commercial Act;
      • 2. Major shareholders and their specially related persons as defined in Article 542-8(2)6 of the Commercial Act; or
      • 3. Any person who becomes a major shareholder by exercising the stock purchase option rights hereunder pursuant to Article 542-8(2)6 of the Commercial Act.
    • (3) Shares to be delivered upon exercise of the stock option rights (in the event the difference between the price of shares at which the stock purchase option is exercised and market price thereof is paid in cash or delivered from treasury stock, such shares that are used as the basis of calculation of such differences.) shall be registered common shares. <Amended on March 17, 2000>
    • (4) The purchase price for each share when exercising stock option rights shall be determined in accordance with the relevant laws and regulations. <Amended on March 17, 2000>
    • (5) The stock option rights shall be exercisable in compliance with the relevant laws and regulations.
    • (6) The stock purchase option rights may be cancelled by a resolution of the Board of Directors in any of the following cases: <Amended on March 17, 2000>
      • 1. If the officer or employee conferred with the stock purchase option rights hereunder voluntarily resigns from his/her office or leaves the Company; <Amended on March 17, 2000>
      • 2. If the officer or employee conferred with the stock purchase option rights hereunder inflicts substantial or material damage on the Company by his/her willful misconduct or negligence; or
      • 3. If any of the causes for the cancellation of stock purchase option rights as set forth in the Stock Option Agreement occurs. <Amended on March 17, 2000>

    Article 10. < Deleted on March 24, 2006>

    Article 11. Transfer Agent < Title changed on March 30, 1998>

    • (1) The Company shall have a transfer agent in respect of shares in Company. <Established on March 30, 1998>
    • (2) The appointment of such transfer agent and any contract regulating the scope of the agent's duties shall be made in compliance with a resolution of the Board of Directors and shall be noticed to the public.<Established on March 30, 1998>
    • (3) The register of shareholders of the Company or a copy of it shall be kept at the office of the transfer agent, and the alteration of entries in the register of shareholders as well as the creation or cancellation of pledges and trusts, issuance of share certificates, acceptance of reports and other related activities shall be handled by the transfer agent. <Amended on August 28, 1998>
    • (4) Such procedures as referred to in the preceding paragraph shall be performed in compliance with the relevant laws and regulations. <Amended on August 28, 1998, October 21, 2003, March 12, 2010>
    • (5) ~ (7) <Deleted on August 28, 1998>

    Article 12. Report of Names, Addresses and Seal Impressions of Shareholders, Etc.

    • (1) Shareholders and registered pledgees shall report their names, addresses, and seal impressions or specimen signatures with the transfer agent appointed under Article 11 hereof. <Amended on March 30, 1998>
    • (2) Shareholders or registered pledgees who reside overseas shall designate an agent and a place within the Republic of Korea for the delivery and receipt of notices from Company.
    • (3) Any changes in respect of the foregoing Paragraphs (1) and (2) shall promptly be reported to the Company.
    • (4) The Company shall not be responsible for any damages sustained by any shareholder or registered pledgee arising from the failure to comply with the provisions of the foregoing Paragraphs.

    Article 13. Closure of Shareholders Register and Setting of Record Date

    • (1) The Company shall suspend alteration of entries in the register of shareholders, registration of pledges, creation and cancellation of trust property for one month, commencing from the day following the last day closing of each accounting period. <Amended on October 21, 2003>
    • (2) The Company shall entitle every shareholder on its shareholders list as of the last day of each fiscal year to vote at the meeting of the annual ordinary general shareholders meeting held for such fiscal year. <Amended on October 21, 2003>
    • (3) The Company may suspend alteration of entries in the register of shareholders for a period not exceeding three (3) months or set a record date when necessary for convening an extraordinary general meeting of shareholders or for other reasons, in accordance with a resolution of the board of directors. The Company may suspend the alteration of entries in the registry of shareholders and at the same time set a record date, when considered necessary by the board of directors.
    • (4) The Company shall give public notice of the period and dates referred to in the preceding paragraph at least two (2) weeks in advance of the commencement of the period and of the occurrence of such date.
  • Chapter III. Corporate Bonds

    Article 14. Issuance of Corporate Bonds <Established on March 23, 2012>

    • (1) The Company may issue bonds by resolution of the Board of Directors.
    • (2) The Board of Directors may authorize representative director(s) to determine the amount and type of corporate bonds with maturity of less than one year.

    Article 14-2. Issuance of Convertible Bonds <This article transferred on March 23, 2012>

    • (1) The Company may issue convertible bonds to non-shareholders by a resolution of its Board of Directors to the extent that the aggregate face value of the bonds does not exceed Five Hundred Billion (500,000,000,000) Won in any of the following cases: <Amended on October 21, 2003>
      • 1. where the Company issues convertible bonds by a general public offering;
      • 2. where the Company issues convertible bonds in order to solicit foreign investment pursuant to the Foreign Investment Promotion Act when necessary for its management;
      • 3. where the Company issues convertible bonds to domestic/overseas investors for the purpose of realizing its business objectives; <Amended on Mar. 24, 2006>
      • 4. where the Company issues convertible bonds to domestic or foreign financial institutions for the purpose of urgent funding;
      • 5. where the Company issues convertible bonds in overseas market pursuant to the provisions of the relevant laws and regulations; or
      • 6. where the Company issues convertible bonds to individual or corporate investors as determined by a special resolution of a general shareholders' meeting for the purpose of raising funds.
    • (2) The total number of shares to be issued upon conversion of the convertible bonds referred to in the foregoing Paragraph (1) shall not exceed the balance of authorized shares remaining unissued by the Company.
    • (3) The Board of Directors may decide to issue the convertible bonds referred to in Paragraph (1) with the condition that only a portion of the bonds shall have conversion rights.
    • (4) All shares issued upon conversion of the convertible bonds shall be common shares, and the conversion price shall be as determined by the Board of Directors. <Amended on October 21, 2003>
    • (5) The conversion period during which the conversion rights may be exercised shall be from the day immediately following the date of issuance of the convertible bonds until the maturity day. The conversion period, however, may be adjusted by a resolution of the Board of Directors within the period of time as referred to above.
    • (6) The distribution of any interest or the payment of any dividends declared on the shares issued upon conversion of convertible bonds under Paragraph (1) shall be made in compliance with Paragraph (5) of Article 9 hereof.

    Article 15. Issuance of Bonds with Warrants

    • (1) The Company may issue bonds with warrants to persons, including persons other than its shareholders by a resolution of its Board of Directors to the extent that the aggregate face value of the bonds with warrants shall not exceed Five Hundred Billion (500,000,000,000) Won: <Amended on October 21, 2003>
      • 1. where the Company issued bonds with warrants by a general public offering;
      • 2. where the Company issues bonds with warrants in order to solicit foreign investment pursuant to the Foreign Investment Promotion Act when necessary for its management;
      • 3. where the Company issues bonds with warrants to domestic/overseas investors for the purpose of realizing its business objectives; <Amended on Mar. 24, 2006>
      • 4. where the Company issues bonds with warrants to domestic/overseas financial institutions in order for an urgent raising of funds;
      • 5. where the Company issues bonds with warrants in overseas market pursuant to the provisions of the relevant laws and regulations; or
      • 6. where the Company issues bonds with warrants to individual or corporate investors as determined by a special resolution of a general shareholders' meeting for the purpose of raising funds.
    • (2) The total number of shares to be issued upon the exercise of the warrants referred to in the foregoing paragraph (1) shall not exceed the balance of authorized shares remaining unissued by Company
    • (3) The total number of shares for which the warrants may be exercised shall be determined by the Board of Directors of the Company, and shall not exceed the total face value of the issued bonds.
    • (4) The shares to be issued upon the exercise of the warrants shall be common shares. The exercise price shall be determined by the Board of Directors at the time of issuance of the bonds. <Amended on October 21, 2003>
    • (5) The period during which the warrants may be exercised shall be from the date one day after the date of issuance of the bonds with warrants until one day prior to the maturity date. The exercise period, however, may be adjusted by a resolution of the Board of Directors of the Company within the period of time referred to above.
    • (6) In calculating the interest on the bonds with warrants or the dividends on the shares issued upon the exercise of the warrants described in Paragraph (1), the provisions of Paragraph (5) of Article 9 hereof shall apply mutatis mutandis.
    • (7) < Deleted on August 28, 1998>

    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

    • (1) The general meeting of shareholders of the Company shall consist of ordinary general meetings and extraordinary general meetings.
    • (2) The general meeting shall be held within three (3) months after the closing of each fiscal year. An extraordinary general meeting shall be held whenever it is considered necessary.

    Article 18. Call for Shareholders Meetings

    • (1) Except as otherwise provided for in the relevant laws and regulations, the Representative Director shall convene a shareholders meeting of the Company in accordance with the resolution of the Board of Directors. <Amended on October 21, 2003>
    • (2) If the Representative Director is absent or unable to perform his or her responsibilities, then Article 31, Paragraph (2), hereof shall apply mutatis mutandis.<Amended on October 21, 2003>

    Article 19. Notice for Convening Shareholders Meetings and Public Notice Thereof

    • (1) A notice for a general meeting of shareholders of Company shall be made in writing or by email, stating the date, time, venue and agenda of such meeting and dispatched to each shareholder of the Company at least two (2) weeks prior to such date of meeting. Provided however in the event a notice for a general meeting sent to the address of any shareholder recorded in the Shareholders Register has not been received by such shareholder for three (3) consecutive years for any reason whatsoever, then the Company does not have to send to such shareholder any notice for general meetings to be held thereafter. <Amended on October 21, 2003>
    • (2) In the case of shareholders holding shares not more than one-hundredth (1/100) of the total issued and outstanding shares of the Company, the notice requirement described in Paragraph (1), above, may be substituted with public notices published on no less than two occasions in each of two (2) daily newspapers published in Seoul, Korea such as "The Seoul Shinmun" and "Maeil Economic Daily Newspaper", no later than two (2) weeks prior to the scheduled date for meeting. Such public notices shall contain the intention to convene the general meeting of shareholders and the agenda of such meeting. <Amended on October 1, 1999, October 21, 2003, March 24, 2006>

    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

    • (1) Any shareholder having two (2) or more voting rights and desiring to cast his or her votes in split voting method, shall give the Company three (3) days prior notice thereof in writing, specifying his or her intention thereof and the reasons therefore.
    • (2) The company may refuse to permit the foregoing split voting by a shareholder, unless the shareholder has accepted a certain number of shares in trust from other shareholders of the Company or possesses shares in the Company for the benefit of other persons, in addition to the shares in the Company owned by himself or herself.

    Article 25. Voting by Proxy

    • (1) A shareholder may exercise his/her vote by proxy. In this case, the proxy holder must present the Company with documents evidencing his/her power of representation prior to the opening of a general shareholders' meeting. <Amended on October 21, 2003>
    • (2) For the purposes of Paragraph (1), a person who is appointed as a proxy may or may not be a shareholder of Company, and shall submit an evidence of his appointment in writing to the general meeting of shareholders for which such appointment is made. <Amended on October 21, 2003>

    Article 26. Matters Requiring Resolutions of Shareholders Meeting

    • (1) The general meeting of shareholders shall resolve each of the following:
      • 1. Appointment or dismissal of a director; <Amended on March 17, 2003>
      • 2. Imposition of limitations on the remuneration for directors; <Amended on March 17, 2003>
      • 3. Approval of settlement of accounts;
      • 4. Amendment of the Articles of Incorporation;
      • 5. Merger or dissolution of Company; or
      • 6. Any other matters for which resolutions of general meeting of shareholders are required by the relevant laws or by the Board of Directors.
    • (2) If the shares of the Company are listed or traded on an overseas market, the Company shall obtain approval from the General Meeting of Shareholders to the extent such approval is required under the Rules and Regulations of the supervising authorities of the relevant overseas market where the shares are listed or traded. <Established on October 1, 1999>

    Article 26-2. <Deleted on October 21, 2003>

    Article 27. Method of Resolution

    • (1) Except as otherwise provided for in relevant laws and regulations or these Articles of Incorporation, a resolution of a general meeting of shareholders shall be adopted by a simple majority vote, but the majority shall consist of at least twenty-five percent (25%) or more of the total number of issued and outstanding shares of the Company.
    • (2) Any of the following resolutions shall be adopted by a at least a two-thirds (2/3) or more affirmative vote of the shareholders present at the meeting, which affirmative votes shall also constitute at least one-third (1/3) or more of the total number of issued and outstanding shares of the Company;
      • 1. Amendment of these Articles of Incorporation;
      • 2. Removal of a director; <Amended on March 17, 2000>
      • 3. Reduction of capital;
      • 4. Merger or dissolution of Company;
      • 5. Transfer of the entire or substantial part of business of Company by any means;
      • 6. Lease of entire business, delegation of business operations, or the execution, modification or cancellation of agreements from which profits/losses shall affect both parties; or <Established on October 21, 2003>
      • 7. <Deleted on March 26, 2004>
      • 8. Any other matters requiring such special resolutions under the relevant laws and regulations. <Amended on March 17, 2000>
    • (3) <Deleted on August 28, 1999>

    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

    • (1) The total number of directors of the Company shall be within fifteen (15) directors. <Amended on October 1, 1999, March 29, 2002, October 21, 2003, March 25, 2005, March 24, 2006>
    • (2) Directors shall be elected at the general meeting of shareholders <Amended on October 1, 1999, March 29, 2002, October 21, 2003, March 24, 2006>
    • (3) <Deleted on October 21, 2003>
    • (4) <Deleted on March 25, 2005>
    • (5) Notwithstanding the provisions of paragraph (2), the shareholders may exercise their right of proposal as provided under the Commercial Act and other relevant laws and regulations to recommend candidates for Directors.
    • (6) <Deleted on October 21, 2003>
    • (7) <Deleted on October 21, 2003>
    • (8) <Deleted on March 23, 2001>
    • (9) <Deleted on March 23, 2001>
    • (10) The Company may appoint Chairman, Vice-Chairman(s), President(s), Vice President(s), Senior Vice President(s), Executive Vice President(s) among the Directors by a resolution of the Board of Directors. <Amended on October 1, 1999, March 23, 2001, March 29, 2002, October 21, 2003>
    • (11) <Deleted on October 1, 1999>
    • (12) <Deleted on October 1, 1999>
    • (13) The term of office of a director shall terminate at the end of the 3rd ordinary general meeting of shareholders from the day on which he or she is inaugurated.
    • (14) The term of such director elected to fill any vacancy shall be started from the date of election.

    Article 29-2. Qualification of Directors

    • (1) A person, who is subject to any of the disqualification requirements as follows, shall not become a director of the Company, and, in the event that a director of the Company becomes subject to any of the disqualification requirements, the same director shall lose his or her status as a director of the Company immediately: <Established on March 25, 2005> <Amended on March 28, 2008>
      • 1. The same person or specially related party of the same person under the Monopoly Regulation and Fair Trade Act (the "Fair Trade Act") that controls a company competing with the Company by being engaged in a business that is the same as or similar to any of the businesses listed in Article 2 of AOI of the Company (''competing company'' hereinafter) (A company, which is an affiliate of the Company or in legal relations to become an affiliate of the Company pursuant to the Fair Trade Act, shall not be deemed as a competing company even though it is engaged in a business that is the same as or similar to any of the businesses of the Company.);
      • 2. A person who is an officer or employee, or has been an officer or employee in recent 2 years, of a competing company or any other company belonging to the same business group as such competing company pursuant to the Fair Trade Act; or <Amended on March 28, 2008>
      • 3. A person who is an officer or employee, or has been an officer or employee in recent two (2) years, of a company, which is the largest shareholder or the second largest shareholder of a competing company, or of any other company belonging to the same business group as such company pursuant to the Fair Trade Act. <Amended on March 28, 2008>
    • (2) For the purposes of securing the fairness in the management of the Company and/or protecting investors, the Company shall appoint a person who satisfies the qualifications of Outside Directors as set forth in the Commercial Act and other related laws and regulations Outside Director. Further, In the event that an Outside Director becomes subject to any of the disqualification requirements under the same law or regulations, the person shall lose his or her status as an Outside Director. <Established on March 25, 2005>

    Article 35. Matters of Board Resolution

    The following matters shall be subject to the resolution of the Board of Directors;

    • 1. <Deleted on October 21, 2003>
    • 2. Annual business plans, budgets, and settlement of accounts;
    • 3. Call for a general meeting of shareholders and the agenda therefore;
    • 4. Enactment or the amendment or repeal of important internal regulations;
    • 5. Establishment, removal or closing of branch or other offices of the Company;
    • 6. Borrowing money, except as otherwise provided for in separate regulations where the Representative Director is authorized to borrow money in an amount not exceeding a certain limit; <Amended on October 21, 2003>
    • 7. Election or removal of the Representative Director(s); <Amended on March 23, 2001, October 21, 2003, March 24, 2006>
    • 8. Issuance of new shares;
    • 9. Acquisition or disposal of material assets;
    • 10. Institution of any important suit or settlement by compromise;
    • 11. Allowing directors to carry on any business in competition with the Company;
    • 12. <Deleted on August 28, 1998>
    • 13. Any other matters for which a resolution of Board of Directors is required by these Article of Incorporation <Amended on August 28, 1998>;
    • 14. Formation of a sub-committee within the Board of Directors in accordance with the provisions of the Commercial Act; and <Established on March 17, 2000>
    • 15. Other matters deemed important

    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

    • (1) With respect to a meeting of the board of directors, the matters considered by the board of directors, the progress of the meeting, the results, those opposing the matters presented and the reasons for opposition thereof shall be recorded in minutes which shall bear the names and seals or signatures of the directors in attendance at the meeting. <Amended on March 17, 2000>
    • (2) A shareholder may make a request to review the minutes of the board of directors or to copy them during business hours. <Established on March 17, 2000>
    • (3) The Company may refuse a request made pursuant to paragraph 2 for a specified reason. In this case, the shareholder may obtain the permission of the court and review the minutes or copy the records. <Amended on March 17, 2000>

    Article 37. < Deleted on March 17, 2000>

    Article 37-2. Audit Committee

    • (1) The Company shall establish an Audit Committee in lieu of auditor in accordance with the provisions specified Article 35-2 hereof. <Amended on March 24, 2006>
    • (2) The Audit Committee shall be composed of at least three (3) Directors by the resolution of Board of Directors, and at least two-thirds (2/3) of the committee shall be outside directors. <Amended on March 17, 2000, March 29, 2002, March 24, 2006, March 13, 2009>
    • (3) In the event the Company lists or transacts its shares on a foreign stock exchange market, the qualifications of the members of the Audit Committee and the composition thereof shall fulfill the requirements of the laws and regulations of the relevant country and the rules and regulations of the supervisory authority of such country. <Established on March 17, 2000>
    • (4) Matters relating to the delegation of powers to the Audit Committee and the operation of such Audit Committee shall be determined in accordance with the Audit Committee Rules determined by the board of directors. <Amended on March 17, 2000>

    Article 37-3. Outside Director Candidate Nominating Committee

    • (1) The Company shall establish the Outside Director Candidate Nominating Committee as set forth in the Commercial Act and other relevant laws and regulations to recommend candidates for Outside Directors to the general meeting of shareholders.
    • (2) The Outside Director Candidate Nominating Committee shall be composed of at least three (3) Directors and Outside Directors shall constitute at least half of the total number of this committee. The term for each member of the Outside Director Candidate Nominating Committee shall be the same as the term of office for a Director who is the member of the committee. The Board of Directors may appoint a designated replacement member who will perform the responsibility of the member of the Outside Director Candidate Nominating Committee in case of absence or inability to perform his or her responsibilities, prior to such absence or inability of a member. <Amended on October 21, 2003, March 24, 2006>
    • (3) Matters concerning the power and operation of the Outside Director Candidate Nominating Committee shall be determined in accordance with the Independent Director Candidate Nominating Committee Rules adopted by the Board of Directors.

    Article 38. Responsibilities of the Statutory Auditor <Title changed on March 17, 2000>

    • (1) The Audit Committee shall audit the accounting records and business transactions of the Company. <Amended on March 17, 2000>
    • (2) The Audit Committee shall examine the proposals and documents to be submitted by directors to general meetings of shareholders, and subsequently report at the meeting his or her opinion on whether there is any violation of law or these Articles of Incorporation or any other irregularity that might materially affect the business of Company. <Amended on March 17, 2000>
    • (3) <Deleted on March 17, 2000>
    • (4) The Audit Committee may request the convening of an extraordinary general meeting of shareholders by submitting a request in writing to the Board of Directors, specifying the purpose and reason for such meeting. <Amended 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>

    • (1) The Board of Directors shall decide the remuneration and severance payment for each director of the Company, subject to the ceiling amount as resolved by shareholders in their general meetings. <Amended on March 17, 2000, October 21, 2003>
    • (2) The Regulations for Officers' Severance Payment, adopted by the general meeting of shareholders of Company, shall apply in determining the severance payment for directors. <Amended 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 Year

    The 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

    • (1) The Representative Director shall, for each fiscal year, prepare each of the following documents, attachments and business reports and obtain the approval of the Board of Directors thereon, and deliver to the Audit Committee no later than six (6) weeks prior to the ordinary general meeting of shareholders to be held for such business year; <Amended on March 17, 2000, October 21, 2003>
      • 1. Balance sheet;
      • 2. Profit and Loss Statement
      • 3. Other documents indicating the Company’s financial position and business performance as set forth in the Enforcement Decree of the Commercial Act. <Amended on March 23, 2012>
    • (2) The documents set forth in the preceding paragraph shall include consolidated financial statements should the Company is subject to the provisions set forth in the Enforcement Decree of the Commercial Act. <Established on March 23, 2012>
    • (3) The Audit Committee shall submit to the Representative Director its audit report no later than four (4) weeks after receiving the documents referred to in the foregoing paragraph (1). <Amended on March 17, 2000, October 21, 2003; This Paragraph transferred on March 23, 2012>
    • (4) The Company shall cause such documents and the audit report referred to in the foregoing paragraph (1) to be placed for five (5) years in the head office and for three (3) years in each branch of the Company commencing one (1) week prior to the ordinary general meeting of shareholders. <This Paragraph transferred on March 23, 2012>
    • (5) The Company shall give public notice of the balance sheet and the opinion thereon of an independent auditor immediately after the document referred to in the subparagraphs of paragraph (1) has been approved by the ordinary general meeting of shareholders. <This Paragraph transferred on March 23, 2012>
    • (6) In the event that the Company causes the shares in the Company to be listed or traded on an overseas securities market, to the extent related thereto, the Company shall comply with the rules and regulations of the relevant supervising authorities in connection with the preparation, submission and disclosure of information on the management and financial condition of the Company. <Established on October 1, 1999; This Paragraph transferred on March 23, 2012>

    Article 45. Appropriation of Earned Surplus

    Earned surplus for each business year, including any carried-over profit, shall be appropriated in the following order;

    • 1. Earned surplus reserve;
    • 2. Other reserves required by law;
    • 3. Voluntary reserves;
    • 4. Dividends to shareholder;
    • 5. Other retained earnings to be appropriated;
    • 6. Unappropriated retained earnings carried over to subsequent year.

    Article 46. Dividends to Shareholders

    • (1) Dividends to shareholders may be paid in cash or in the form of shares.
    • (2) In case dividends are distributed in the form of shares, the Company may issue a new class of shares different from existing classes of shares issued and outstanding, subject to a resolution of the general meeting of shareholders.
    • (3) The dividends referred to in paragraph (1) shall be paid to the shareholders or registered pledgees recorded in the Shareholders Register of the Company as of the end of each fiscal year.
    • (4) The right to demand payment of dividends shall be expired if the right is not exercised within five (5) years. Dividends, after the expiration of the period referred to above, shall be reverted to the Company.
    • (5) The Company may pay dividends only from those fiscal years in which the carried-over loss has been replenished in full, after the commencement of local telephony services.
  • 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.

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