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[Article 1] Name of company
The name of the Company shall be Kolmar BNH Co., Ltd.(콜마비앤에이치 주식회사 in Korean)(hereinafter referred to as ’the Company’.
[Article 2] Purpose
The purpose of the Company shall be to engage in the following businesses.
1. Manufacturing and sale of food products
2. Manufacturing and sale of cosmetic products
3. Manufacturing and sale of medicinal products and quasi-drugs
4. Telemarketing business
5. Operation of internet-related electronic commerce
6. Import and export agency business applicable to each of the above clauses
7. All businesses applicable to each of the above clauses
8. Manufacturing and sale of health functional foods, special nutritional foods, other foods, and multi products.
9. Trade business (health food, special nutritional food, other foods, medical equipment hygiene products, health equipment), and trade agency business.
10. Warehouse business.
11. Manufacturing and import sales of food and raw food ingredients, etc.
12. Real estate lease and sales business
13. Distribution business.
14. Drinking spring water manufacturing and sales business
[Article 3] Head office and branches
① The Company’s head office shall be located in Sejong Metropolitan Autonomous City.
② The Company’s branches shall be located in Seoul City, and, if necessary, the Company’s branches, factories, semi branches and local corporations shall follow the resolution of the Board of Directors.
[Article 4] Method of public notices
The Company’s public notices shall be put up at its website (www.kolmarbnh.co.kr). Where it is impossible to comply with the foregoing requirement due to an unavoidable situation such as a computer glitch, the Company shall post such notices in the Korea Economic Daily.
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[Article 5] Total number of stocks to be issued by the Company
The total number of stocks to be issued by the Company shall be 100,000,000 stocks.
[Article 6] Par value per stock
The par value per stock to be issued by the Company shall be KRW 500.
[Article 7] Total number of stocks to be issued upon foundation.
The total number of stocks to be issued upon the foundation of the Company shall be 500,000 stocks(Based on the amount of KRW 100 per stock.
[Article 8] Types of stocks
① The stocks issued by the Company shall be registered common stocks and registered class stocks.
② The class stocks issued by the Company shall be preferred stocks for dividends, stocks without voting rights or with limited voting rights, redeemable stocks, convertible stocks, and those stocks which incorporate the foregoing either partially or wholly.
[Article 8–2] Number/content of class stocks
① Class stocks issued by the Company shall be non-voting dividend preferred convertible stocks(referred to as “class stocks” in this article), and their total number shall be 10,000,000 stocks.
② For class stocks, the Company shall pay a dividend equal to 1% per annum of their par value or more. The specific dividend rate shall be fixed by the BoD’s resolution at the time of their issuance.
③ Where the dividend rate of common stocks exceeds that of class stocks, the dividend shall be paid for the portion of excess by having it participate at the same rate as that of common stocks.
④ Where a dividend cannot be paid for class stocks in a given business year, the accumulated portion thus remaining unpaid shall be paid in the following business year on a priority basis.
⑤ Where a dividend cannot be paid for class stocks in a given business year, it shall be deemed that the portion of class stocks thus remaining unpaid has voting rights at the general meeting of stockholders held following the general meeting at which such a decision has been made through to the end of the general meeting at which the decision to pay the dividend is made.
⑥ In the event of the Company’s capital increase with/without consideration, the allotment of new stocks for common stocks shall be made with the same type of stocks.
⑦ The duration period of class stocks shall be 10 years from the time of their issuance, and class stocks shall be converted into common stocks as soon as such period expires.
[Article 8-3] Convertible stocks
① When issuing preferred stocks in accordance with Article 8-2, based on the resolution of the Board of Directors, the Company may issue them as convertible stocks that can be converted into common stocks as they are acquired by the stockholders.
② The total issuing price of new stocks issued through conversion shall be the same as before the conversion.
③ The conversion conditions and the number and content of stocks issued through conversion shall be fixed by the BoD’s resolution at the time of their issuance.
④ The period for conversion or application for conversion shall be fixed by the BoD’s resolution at the time of issuance within the scope of the day that marks the 10th year from their issuance or earlier.
⑤ The dividend to be paid for stocks issued through conversion shall be processed in compliance with the regulations specified in Article 12.
[Article 8-4] Redeemable stocks
① When issuing dividend preferred stocks, based on the resolution of the Board of Directors, the Company may issue them as redeemable stocks that can be redeemed as chosen by the Company or at the stockholders’ request
② The redemption price of redeemable stocks shall be an amount with a premium(limited to applicable cases) added to the issue price, and such premium shall be fixed by the BoD’s resolution at the time of issuance by taking into consideration the dividend rate, interest rate, market situation, and other circumstances associated with the issuance of redeemable stocks. Where the Company intends to set the redemption price as re-adjustable, the BoD shall make clear such intention/reason for readjustment and set the record date/method of readjustment.
③ In the event that redemption is chosen by the Company, the Company may redeem the stocks either partially or wholly. In the event of partial redemption, the Company may choose lottery or ‘pro rata’ to fix the stocks redeemed. Fractional stocks occurring in ‘pro rata’ shall be excluded from redemption.
④ In the event that redemption is chosen by the Company, the Company shall inform the stockholders and the rights holders included in the stockholder list of such intention and the stocks subject to redemption or put up a public notice at least 1 month in advance of the date of acquisition of redeemable stocks. The target stocks to be redeemed shall be redeemed by force after the foregoing period is expired.
⑤ Where stockholders ask the Company for redemption, they may ask for either partial or whole redemption. At this point, the stockholders shall inform the Company of such intension and the stocks subject to redemption. Where the profits earned are insufficient to cover the dividend payout at the time of the request for redemption, the Company may choose partial redemption. In such a case, the Company may choose lottery or ‘pro rata’ to fix the stocks redeemed. Fractional stocks occurring in ‘pro rata’ shall be excluded from redemption
⑥ Where the redeemable stocks specified in Article 8-3 are issued as redeemable stocks that may be redeemed as chosen by the Company, priorities may be set between the conversion rights to be exercised by the stockholders and the choice to be made by the Company.
[Article 9] Electronic registration of rights to be indicated on stocks and subscription right warranties
The Company shall electronically register rights to be indicated on its certificates of stocks and subscription right warranties on the electronic registration ledger of the electronic registration agency, in lieu of issuing certificates of stocks and subscription right warranties.
[Article 10] New stock acquisition
① Shareholders of this company have the right to receive the allocation of new shares in proportion to the number of shares he owns in issuing new shares.
② Notwithstanding the provisions of Clause 1 above, new shares may be allocated to persons other than shareholders by resolution of the board of directors in any of the following cases.
1. In the case where new shares are issued in accordance with Article 165-9 of the Financial Investment Services and Capital Markets Act within the scope of not exceeding 30/100 of the total number of issued shares.
2. In the case where new shares are allocated first to members of the Employees Stock Ownership Association within 20/100 of the total number of shares issued.
3. In the case of issuing new shares due to the exercise of the stock purchase option pursuant to Article 340-2 of the Korean Commercial Code
4. In the case where new shares are issued for foreign investment under the Foreign Investment Promotion Act, domestic and foreign financial institutions or institutional investors, as necessary for the management of the company within 20/100 of the total number of issued shares.
5. In the case where a company issues new shares to a start-up investment company or a new technology business financial company established under the Small and Medium Business Startup Support Act or the Credit Specialized Finance Act within 20/100 of the total number of issued shares.
6. In the case where the company issues new shares to a technology provider or its affiliated company in need of business diversification, technology introduction, smooth financing, etc. within the scope of not exceeding 20/100 of the total number of issued shares.
③ In issuing new stocks by a method set forth in Clause 2 above, the type, number and the issuance price, etc. of the stocks to be issued shall be determined by a resolution of the Board of Directors.
④ In the event that a shareholder renounces or loses the right to underwrite new shares or withdraws from the allocation of new shares, the method of handling it shall be determined by the resolution of the board of directors.
[Article 11] Stock options
① The company may grant a stock purchase option within the range of 15/100 of the total number of issued shares by a special resolution at the general shareholders' meeting. However, in accordance with the provisions of Article 542-3 (3) of the Korean Commercial Act, the right to purchase shares may be granted by resolution of the board of directors within three/100 of the total number of issued shares. In this case, the stock purchase option may be granted in a performance-linked manner linked to management performance or stock index.
② Where a stock option is granted by a resolution of the board of directors pursuant to the proviso to Clause 1 above, approval from the general shareholders' meeting to be convened for the first time after the grant shall be obtained.
③ Subject to the stock purchase option under Clause 1 above shall be directors, auditors, or employees of a company that may contribute to or contribute to the establishment, management, and technological innovation of the company, and directors, auditors, or employees of related companies prescribed in Article 30 (1) of the Enforcement Decree of the Korean Commercial Act. However, the company's directors cannot be given the right to purchase shares by resolution of the board of directors.
④ Notwithstanding the provisions of Clause 3 above, the largest shareholder (hereinafter referred to as the "largest shareholder") of the Article 542-8 (2) 5 of the Korean Commercial Act, major shareholders, and related parties cannot be given the right to purchase shares. However, a person who falls under a related party by becoming an executive of a company or an affiliated company under Clause 3 above may be granted a stock purchase option (including a director or auditor whose executive is not engaged in the management of the affiliated company.
⑤ The total number of executives/employees receiving stock options shall not exceed 70/100 of the total number of executives/employees, and the total number of stocks to be given to 1 executive or employee shall not exceed 10/100 of the total number of issued stocks.
⑥ In the following instances, the Company may, by a resolution of the Board of Directors, cancel the stock options granted to an executive or an employee:
1. When the relevant executive or employee voluntarily resigns or is removed from his or her position at the Company after receiving the stock option;
2. When the relevant executive or employee inflicts material damages or losses on the Company due to the willful conduct or negligence of such person;
3. When there occurs any other event for cancellation of the stock option pursuant to the stock option agreement; or
4. When the Company cannot respond to the exercise of stock options due to its bankruptcy, dissolution, etc..
⑦ The company grants the stock purchase option in the following ways.
1. Method of issuing and issuing newly registered common stocks (or registered preferred stocks) at the exercise price of the stock option.
2. Method of issuing treasury stocks of registered common stocks (or registered preferred stocks) at the exercise price of the stock option.
3. Method of issuing the difference between the exercise price of the stock option and the market price as cash or treasury stock.
⑧ A person granted the right to purchase shares may exercise his/her rights within five years from the date of his/her tenure or tenure for at least three years from the date of resolution under Clause 1 above. However, a person who dies within three years from the date of resolution under Clause 1 aobve or who retires or retires for reasons other than his/her own responsibility may exercise the stock purchase option during the exercise period.
⑨ The provisions of Article 12 shall apply mutatis mutandis to the distribution of profits to new shares issued by the exercise of the stock purchase option.
[Article 12] Equal dividends
The company shall equally pay the dividends with respect to the same classes of stocks(including the case of being converted into the new stocks) as of the record date for the payment of dividends, irrespective of the issuance date thereof.
[Article 13] Incineration of stocks
The company may incinerate treasury stocks held by the company by a resolution of the board of directors.
[Article 14] Transfer agent
① The Company may designate a transfer agent for its stocks.
② The transfer agent, its office and its duties shall be determined by a resolution of the Board of Directors of the Company.
③ The Company’s registry of stockholders or a copy of it shall be kept at the office of the transfer agent. The transfer agent shall handle the electronic registration of stocks, management of the registry of stockholders and other activities relating to stocks.
④ The procedures for handling the business referred to in Clause 3 above shall comply with the relevant business regulations determined by the transfer agent.
[Article 15] Preparation and maintenance of register of stockholders
① In the case where a notice is given from the electronic registration institution to display the particulars of stockholders, the Company shall prepare and place a register of stockholders specifying the requested information and the date of notice.
② If necessary, including the case where there is any change in the current status of the stockholders who own 5% or more equities in the Company(including the related parties), the Company may request the electronic registration institution to prepare the particulars of such stockholders.
③ The Company shall prepare its register of stockholders in electronic document form.
[Article 16] Record Date
① The stockholders registered in the stockholders’ registry as of 31 of each fiscal year shall be entitled to exercise the rights as stockholders at the ordinary general meeting of shareholders convened for such fiscal year.
② For the purpose of convening an extraordinary general meeting of stockholders or if deemed otherwise necessary, the Company may, by a resolution of the Board of Directors, designate the stockholders whose names appear in the register of stockholders on a certain date set by a resolution of the Board of Directors as the stockholders who can exercise the rights as stockholders. In such case, the Company shall give at least 2 weeks prior notice to the public thereof.
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[Article 17] Issuance of convertible bonds
① In any of the following cases, the Company may issue convertible bonds to any person other than its stockholders by a resolution of the Board of Directors.
1. In a case where convertible bonds are issued by means of a general public offering within the scope that the total face value of bonds does not exceed KRW 50 billion.
2. Where convertible bonds are issued to domestic and foreign financial institutions or institutional investors for urgent financing within the scope that the total face value of bonds does not exceed KRW 50 billion.
3. Where convertible bonds are issued to the other party for the introduction, research and development, production, sales, and capital partnership of important business technologies within the scope that the total face value of bonds does not exceed KRW 50 billion.
② The stocks to be issued upon conversion shall be common stocks, and the conversion price, which shall be equal to or greater than the face value of the stocks, shall be determined by the Board of Directors at the time of issuance of the convertible bonds.
③ The conversion period shall commence 1 day after the issue date of the convertible bonds and end on the date immediately preceding the redemption date thereof; provided, that the conversion period may be adjusted within the above period by a resolution of the Board of Directors.
④ The provisions of Article 12 shall apply mutatis mutandis to the distribution of profits to stocks arising from conversion.
[Article 18] Issuance of bonds with warrants
① The company may, in any of the following cases, issue bonds with warrants to persons other than existing stockholders of the Company, by a resolution of the Board of Directors.
1. In a case where bonds with acquisition rights are issued by means of a general public offering within the scope that the total face value of bonds does not exceed KRW 50,000,000,000.
2. Where bonds with warrants are issued to domestic and foreign financial institutions or institutional investors for urgent financing within the scope that the total face value of bonds does not exceed KRW 50,000,000,000.
3. Where bonds with warrants are issued to the other party for the introduction, research and development, production, sales, and capital partnership of important business technologies within the scope that the total face value of bonds does not exceed KRW 50,000,000,000.
② The exercise price of the warrants shall be determined by the Board of Directors; provided, that the aggregate amount of such exercise price shall not exceed the aggregate face value of the bonds with warrants.
③The type of stocks to be issued upon the exercise of warrants shall be common stocks, and the issue price, which shall be equal to or greater than the face value of the stocks, shall be determined by the Board of Directors at the time of issuance of the bonds with warrants
④The period during which the warrants may be exercised shall commence 1 day after the issue date of the bonds with warrants and end on the date immediately preceding the redemption date thereof; provided, that the exercise period may be adjusted within the above period by a resolution of the Board of Directors.
⑤ The provisions of Article 12 shall apply mutatis mutandis to the distribution of profits to new shares issued by the exercise of the right to underwrite new shares.
[Article 18-2] Electronic registration of right to be indicated on bonds and subscription right warranties
The Company shall electronically register rights to be indicated on its certificates of bonds and subscription right warranties on the electronic registration ledger of the electronic registration agency, in lieu of issuing certificates of bonds and subscription right warranties.
[Article 19] Applicable provisions for the issuance of bonds
The provisions of Article 14 shall apply mutatis mutandis to the issuance of bonds.
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[Article 20] Time of meeting
① A general meeting of stockholders of the Company shall be an ordinary general meeting of stockholders or an extraordinary general meeting of stockholders.
② An ordinary general meeting of stockholders shall be held within 3 months from the date determined in Clause 1 of Article 13, and an extraordinary general meeting of stockholders may be convened as deemed necessary.
[Article 21] Person authorized to convene
① Except as otherwise prescribed by applicable laws and regulations, the CEO of the Company shall convene all general meetings of stockholders by a resolution of the Board of Directors.
② If the CEO of the Company is absent or unable to perform his/her duties as such, Clause 2 of Article 37 shall apply mutatis mutandis thereto.
[Article 22] Notice of convening a meeting
① When convening a general shareholders' meeting, a notice shall be sent in writing to each shareholder two weeks before the date, place, and purpose of the meeting, or an electronic document with the consent of each shareholder. However, if the notification has not reached the address of the shareholders on the shareholders' list for three years, the company may not notify the relevant shareholders of the convocation of the general meeting.
② With respect to the stockholders holding 1/100 or less of the total number of voting stocks of the Company, the written or electronic notice under Clause 1 above on the matters under Clause 1 may be replaced by publishing 2 or more public notices in the Korea Economic Daily and in the Herald Business or making a public notice on the electronic announcement system operated by the Financial Supervisory Service or the Korea Exchange announcing the convening of the general meeting of stockholders and the purpose of the meeting 2 weeks in advance.
③ In the case where the company makes a notice of convocation pursuant to Clause 1 above or a notice pursuant to Clause 2 above, the purpose of the meeting is matters related to the appointment of directors or auditors, The name, history, recommendation, and other matters concerning candidates prescribed in Article 10 (3) of the Enforcement Decree of the Korean Commercial Act (relationship between the candidate and the largest shareholder, and transactions between the candidate and the company) shall be notified.
④ Where a company notifies or announces the convocation of a general shareholders' meeting pursuant to Clause 1 and 2 above, it shall notify or publicly announce the matters prescribed in Article 542-4 (3) of the Commercial Act. However, this is not the case if such matters are posted on the company's Internet homepage and placed on the company's headquarters, name transfer agencies, the Financial Services Commission, or the Korea Exchange.
[Article 23] Place of meeting
A general meeting of stockholders shall be held at the location of the Company’s head office but, if necessary, may also be held at the location of the Company’s brach office.
[Article 24] Chairman
① The CEO of the Company shall preside as chairman at all general meetings of stockholders.
② The provisions of Article 37 (2) shall apply mutatis mutandis to the absence of the CEO.
[Article 25] Chairman’s authority to maintain order
① The chairman of the general meeting of stockholders may order persons who purposely speaks or acts in a manner that prevents or disrupts the deliberations of the general meeting of stockholders or who otherwise significantly disturbs the public order of the general meeting of stockholders to stop their remarks or to leave the place of meeting.
② The chairman may restrict the length and frequency of the speech of stockholders if it is necessary for the smooth deliberations of the general meeting of stockholders.
[Article 26] Voting rights
Each stockholder shall have 1 vote for each stock he/she/it owns.
[Article 27] Voting rights restriction for stocks in mutual ownership
If the Company, the Company and its subsidiary, or its subsidiary owns more than 1/100 of the total number of issued stocks of another company, the stocks that another company owns shall have no voting rights.
[Article 28] Split voting
① If any stockholders who holds 2 or more votes wishes to split his/her/its votes, he/she/it shall notify the Company, in writing, of such intent and the reasons therefor no later than 3 days prior to the date set for the general meeting of stockholders.
② The Company may refuse to allow the stockholder to split his/her/its votes, unless the stockholder acquired the stocks in trust or otherwise holds the stocks for and on behalf of some other person.
[Article 29] Voting by proxy
① A stockholder may exercise his/her/its vote through a proxy.
② A proxy holder under Clause 1 above shall file with the Company documents(power of attorney) evidencing the authority to act as a proxy prior to the commencement of the general meeting of stockholders.
[Article 30] Exercise of voting rights in writing
① Any stockholder may exercise its voting right in writing without being present at a general meeting of stockholders.
② Any stockholder who intends to exercise its voting rights in writing shall indicate the necessary information in written form pursuant, and shall submit the completed forms to the Company at least 1 day prior to the date of the general meeting of stockholders.
③ Shareholders may have their representatives exercise their voting rights, and in this case, the representative must submit a document (a letter of delegation) proving the representative rights prior to the commencement of the general shareholders' meeting.
[Article 31] Method of resolution
① Except as otherwise provided in the applicable laws and regulations or herein, all resolutions of a general meeting of stockholders shall be adopted by the affirmative vote of a majority of the stockholders present, and such votes shall represent not less than 1/4 of the total number of issued and outstanding stocks of the Company.
② Notwithstanding Clause ① above, a resolution falling under any of the following items shall be adopted by the affirmative vote of at least 2/3 of the stockholders present, and such votes shall represent not less than 2/3 of the total number of issued and outstanding stocks of the Company
1. When determining the dismissal of existing directors due to hostile merger and acquisitions
2. hen determining the appointment of new directors and auditors due to hostile merger and acquisitions
3. When determining the revision of the articles of association in relation to the matters determined in this clause
[Article 32] Minutes of general meeting of stockholders
① Minutes must be prepared at the general shareholders' meeting.
② The course of the proceedings of a general meeting of stockholders and the results thereof shall be recorded in the minutes, which shall be affixed with the names and seal impressions or signatures of the chairman and the directors present at the meeting, and shall be kept at the head office and branches of the Company.
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Section 1. Director.
[Article 33] Number of directors
① The Company shall have 3 directors or more, and the number of non-executive directors shall not be less than 1/4 of the total number of directors.
[Article 34] Appointment of directors
① Directors shall be elected at a general meeting of stockholders.
② The appointment of directors shall be determined by the affirmative vote of a majority of the stockholders present, and such votes shall represent not less than 1/4 of the total number of issued and outstanding stocks of the Company
③ If more than 2 directors are appointed, the concentrated vote system specified in Article 382-2 of the Commercial Act shall not be applied
[Article 35] Term of director
The term of office of a director shall be not more than 3 years with the right to be reappointed for subsequent one-year periods, and the term of office of a non-executive director shall be 2 years with the right to be reappointed for subsequent one-year periods, However, the term of office for a director shall be extended until the close of an ordinary general meeting of stockholders held with respect to the fiscal year which is the last fiscal year during his/her term in office,
[Article 36] By-election
① Any vacancy in the office of a director shall be filled by an election at the general meeting of stockholders, except where the required number under Article 29 is satisfied and there is no difficulty in executing business affairs.
② In the event that an outside director fails to make the head prescribed in Article 33 of the Articles of Incorporation due to reasons such as resignation, death, etc., the requirements shall be satisfied at the first general shareholders' meeting after the cause occurs.
[Article 37] Director’s job
① The CEO shall represent the Company and generalize the business processes of the Company, and, if there are more than 1 CEO, the CEOs shall each represent the Company.
② The vice-presidents, managing directors and directors shall assist the CEO and divide the business processes of the Company.
③ If the CEO is absent or unable to perform his/her duties, the position shall be filled in accordance with the order of priority determined by the Board of Directors.
Article 38 (Duties of Directors)
① Directors must faithfully perform their duties for the company in accordance with laws and regulations of the articles of association.
② Directors shall perform their duties for the company with the care of a good manager.
③ Directors shall not divulge business secrets of the company acquired not only during their tenure but also after their tenure.
④ When a director discovers that there is a risk of significant damage to the company, he/she shall immediately report it to the auditor.
[Article 39] Remuneration, etc. for directors
① The remuneration, bonus and severance pay, etc. for the directors shall be determined by a resolution of the general meeting of stockholders.
② The severance pay for the directors shall be in accordance with the regulations on severance pay for executive determined by a resolution of the general meeting of stockholders.
[Article 39-2] Reduction of directors/auditors’ liability to Company
① The Company may, by a resolution of the general meeting of stockholders, exempt the liabilities of a director of the Company under Article 399 of the Commercial Act for the amount exceeding 6 times(or 3 times in the case of an non-executive director) the amount of his/her remuneration(including his/her bonus or profits from the exercise of stock options) received by such director for the past 1-year period prior to the date the director has engaged in the relevant act.
② Clause 1 above shall not apply with respect to a director who causes losses through willful misconduct or gross negligence or falls under Article 397(prohibition of outside work), Article 397-2(usurpation of corporate opportunity) and Article 398(prohibition of self-dealing transaction) of the Commercial Act.
Section 2. Board of Directors
Article 40 (Composition and convocation of the board of directors)
① The board of directors consists of directors.
② When there is a director separately determined by the CEO or the board of directors, the board of directors shall convene by notifying each director and auditor seven days before the date of the meeting.
③ Other directors who are not designated as convocation authority pursuant to Clause 2 above may request the convocation authority director to convene a board of directors. If a director who is the convocation authority refuses to convene a board of directors without justifiable reasons, another director may convene a board of directors.
④ With the consent of all directors and auditors, the convocation procedure under Clause 2 above may be omitted.
⑤ The chairman of the board of directors shall be the person who has the right to convene the board of directors pursuant to Clause 2 and 3.
⑥ Directors shall report the execution status of their duties to the board of directors at least once every three months.
[Article 40-2] Committee
① The Company shall have the following committees within the Board of Directors:
1. Non-executive director candidate recommendation committee
2. Other committees required for the Company’s managerial purpose
② The composition, authority and operation details of each committee shall be determined by a resolution of the Board of Directors.
③ With respect to committees, Articles 40, 41 and 42 shall apply mutatis mutandis thereto.
[Article 41] Method of resolution of the meetings of board of directors
① The resolution of the board of directors shall be the attendance of a majority of the directors and the majority of the attending directors, except where there are other provisions in the statutes and articles of association.
② The board of directors may allow all directors to participate in a resolution by means of communication that transmits and receives voice without all or part of the directors attending the meeting in person. In this case, the relevant director is deemed to have attended the board of directors directly.
③ A person with a special interest in the resolution of the board of directors shall not exercise voting rights.
[Article 42] Minutes of the meetings of Board of Directors
① The proceedings of a Board of Directors meeting shall be recorded in minutes.
② The minutes shall record agenda, proceedings, an results of a Board of Directors meeting and the dissenting directors, If any, and his/her reasons for dissenting, and shall be affixed with the names and seal impressions or signatures of the directors present thereat.
[Article 43] Consultants and advisors
The Company may appoint a number of consultants or advisors by a resolution of the Board of Directors.
Section 3, CEO.
Article 44 (Appointment of CEO, etc.)
The company may appoint at least one CEO, president, vice president, executive director, managing director, managing director, and managing director by resolution of the board of directors.
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[Article 45] The number of auditor
The Company shall appoint at least 1 auditor
[Article 46] Appointment of the auditor.
① Auditors shall be appointed at a general meeting of stockholders, and the agenda for appointment of auditors shall be separated from the agenda for appointment of directors.
② The appointment of auditors shall be determined by the affirmative vote of a majority of the stockholders present, and such votes shall represent not less than 1/4 of the total number of issued and outstanding stocks of the Company. However, in the case where it is possible to electronically exercise the voting rights in accordance with Clause 1 of Article 368-4 of the Commercial Act, the appointment of auditors may be determined by the affirmative vote of a majority of the stockholders present.
③ With respect to the appointment and dismissal of auditors, the stockholders holding a number of stocks(including the stocks without voting rights) exceeding 3/100 of the total number of issued and outstanding stocks of the Company shall not be authorized to exercise the voting rights of the excess stocks.
[Article 47] Auditor's term of office and by-election.
① The term of office of an auditor shall be 3 years, but until the close of an ordinary general meeting of stockholders held with respect to the fiscal year which is the last fiscal year during his/her term in office.
② Any vacancy in the office of a auditor shall be filled by an election at the general meeting of stockholders, except where the required number under Article 45 is satisfied and there is no difficulty in executing business affairs.
[Article 48] Duties of auditors
① The auditor shall audit the accounting records and business activities of the Company.
② The auditor shall be entitled to attend a meeting of the Board of Directors and state his/her opinion.
③ If necessary, an auditor may request for convocation of a meeting of the Board of Directors by submitting the agenda and reason for convocation of such meeting in writing to the director(if there is a person in charge of convocation, this director refers to that person, and the same applies hereinafter).
④ The auditor may require a business report to the subsidiary if necessary to perform the duties. In this case, when the subsidiary fails to report without delay or when it is necessary to confirm the contents of the report, the subsidiary's business and property status may be investigated.
⑤ The provisions of Article 38 of the Articles of Incorporation shall apply mutatis mutandis to audits.
⑥ Auditors can seek expert help at the company's expense.
⑦ If necessary, the auditor may request the convocation of the board of directors by submitting a document stating the purpose of the meeting and the reason for the convocation.
⑧ If a director fails to convene a board of directors without delay even though he/she has requested Clause 7 above, the requested auditor may convene a board of directors.
[Article 49] Audit records
The auditor shall prepare audit records for the audit it has conducted. The audit records shall record the proceedings and results of the audit, and shall be signed and sealed by or shall bear the signature of the auditor who have conducted such audit.
[Article 50] Remuneration, etc. for auditors
① The provisions of Article 39 shall apply mutatis mutandis to the remuneration and severance pay of auditors.
② The agenda for determining the remuneration of the auditor shall be proposed and resolved separately from the agenda for the remuneration decision of the director.
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[Article 51] Fiscal year
The fiscal year of the Company shall begin on the first day of January and end on the 31st day of December of each year.
[Article 52] Preparation of Financial Statements, etc.
①The CEO shall prepare each document under Articles 447 and 447-2 of the Korean Commercial Act and obtain approval from the board of directors.
② The CEO shall submit the documents referred to in Clause 1 above to the auditor six weeks before the regular shareholders' meeting.
③ The auditor shall submit an audit report to the CEO by one week prior to the date of the regular shareholders' meeting.
④ The CEO shall keep the documents and audit reports under Clause 1 above at the head office for five years from one week before the date of the regular shareholders' meeting, and keep a copy of them at the branch for three years.
⑤ The CEO shall submit the documents referred to in Clause 1 above to the regular shareholders' meeting for approval, and submit a business report to the regular shareholders' meeting to report the details.
⑥ When the CEO obtains approval pursuant to Clause 5 above, he/she shall publicly announce the balance sheet and the audit opinion of external auditors without delay.
[Article 53] Appointment of external auditors
When a company appoints an external auditor, in accordance with the provisions of｢Act on External Audit of Stock Companies ｣ , the auditor must select an external auditor with the approval of the auditor appointment committee, and the company must report the fact to the regular shareholders' meeting convened after appointing an external auditor.
[Article 54] Disposition of profits
The Company shall dispose of the net profit of the Company and the Amounts carried over from the previous fiscal years as of the end of each fiscal year as follows:
1. Earned surplus reserve
2. Other statutory reserves
3. Dividends
4. Voluntary reserves
5. Other appropriations of retained earnings
[Article 55] Dividends
① Dividends may be distributed in cash, stock or other property.
② In the case where dividends of profits are used as stocks, when a company issues several types of stocks, it may be used as other types of stocks by resolution of the general shareholders' meeting.
③ Dividends referred to in Clause 1 above shall be paid to shareholders or registered pledgees listed in the shareholders' register as of the date prescribed in Article 16.
[Article 56] Quarterly dividends
① The Company may pay quarterly dividends under Article 165-12 of the Financial Investment Services and Capital Markets Act to its stockholders, who are registered in the Company’s final register of stockholders as of the end of March, June and September of each year. Quarterly dividends shall be paid in cash.
② Quarterly dividends referred to in Clause 1 above shall be paid by a resolution of the Board of Directors; provided, however, that such resolution shall be made within 45 days from each record date referred to in Clause 1 above.
③ The maximum amount to be paid as quarterly dividends shall be calculated by deducting the following amounts from the net assets recorded in the year-end balance sheet of the immediately preceding fiscal year
1. Paid-in capital of the Company as of the end of the immediately preceding fiscal year
2. The aggregate amount of the capital reserves and earned surplus reserves, which have been accumulated as of the end of the immediately preceding fiscal year
3. The amount resolved to be distributed as dividends at the ordinary general meeting of stockholders held in respect of the immediately preceding fiscal year
4. Voluntary reserves which have been accumulated for specific purposes in accordance with the relevant provisions of these articles of association or by a resolution of the general meeting of stockholders as of the end of the immediately preceding fiscal year
5. Unrealized profits prescribed in Article 19 of the Enforcement Decree of the Commercial Act.
6. Earned surplus reserves to be accumulated for the fiscal year concerned, pursuant to the distribution of the contemplated quarterly dividends
In the case of issuing new shares after the start of the business year before the base date of quarterly dividends (including capital transfer of reserves, stock dividends, conversion claims of convertible bonds, and exercise of preemptive bonds), the new shares are deemed to have been issued.
However, new stocks issued after the base date of quarterly dividends are deemed to have been issued immediately after the base date of recent quarterly dividends.
[Article 57] Extinctive prescription period for claim for payment of dividends
The right to dividends shall be extinguished by extinctive prescription if the right is not exercised for 5 years.
Supplementary Rules (2014.12.09)
Article 1 (Details and bylaws)
Detailed rules and internal regulations necessary for the company's business promotion and management are determined by the board of directors..
Article 2 (Matters other than regulations
Matters not stipulated in this Articles of Incorporation shall be in accordance with the resolutions of the general shareholders' meeting, the Commercial Act, the Capital Markets Act, and other relevant laws and regulations.
Article 3 (Enforcement)
The amended provisions of this Articles of Incorporation shall take effect from the date of registration of the merger.
This articles of incorporation shall take effect on March 25, 2015.
This articles of incorporation shall take effect on August 11, 2015.
This articles of incorporation shall take effect on March 25, 2016.
This articles of incorporation shall take effect on March 24, 2017.
This articles of incorporation shall take effect on March 22, 2019.
However, the amendments to Articles 9, 11, 12, 15-2 and 16 shall take effect from the date the Enforcement Decree of the Act on Electronic Registration of Stocks, Bonds, etc. enters into force.
This articles of incorporation shall take effect on March 20, 2020.
This articles of incorporation shall take effect on March 19, 2021.
This articles of incorporation shall take effect on June 25, 2021.