Chapter I. General Provisions

Article 1 (Name)

The name of the company shall be 에이치디현대일렉트릭 주식회사 in Korean and HD Hyundai Electric Co., Ltd. in English (hereinafter referred as the “Company”).

Article 2 (Purpose)

The purpose of the Company is to engage in the following business

Article 3 (Location of Head Office and Branches)

• The head office of the Company shall be located in Seongnam-si,Gyeonggi-do.
• Branches may be established by the Company by resolutions of the Board of Directors, whenever necessary.

Article 4 (Method of Giving Public Notice)

Public notice by the Company shall be posted on the website of the Company (https://www.hd-hyundaielectric.com). However, if such notice cannot be posted on the Company website due to IT failures or other reasons, it may be published on the Korea Economic Daily, a Korean language newspaper of general circulation published in Seoul.

Chapter 2. Shares

Article 5 (Total Number of Shares)

The total number of authorized shares shall be one hundred and sixty million (160,000,000) shares.

Article 6 (Par Value)

The par value of each share to be issued by the Company shall be five thousand (5,000) Korean won.

Article 7 (Shares to be issued at the time of Incorporation)

The total number of shares to be issued by the Company at the time of incorporation shall be three million seven hundred and ten thousand and one hundred seven (3,710,107) shares.

Article 8 (Classes of Shares)

• The shares to be issued by the Company shall either be common shares in registered form, or other types of shares in registered form, as follows below.
• The other types of shares issued by the Company are preferred shares in relation to dividends, shares in relating to restriction or exclusion of voting rights, redeemed shares, converted shares and mixture of all or part of the aforementioned shares.

Article 9 (Preferred Shares: First-Class Type Shares)

• The Company may issue the non-voting dividend priority converted shares (the “First (1st) Class Type Shares) and the number of the First-Class Type Shares shall be up to the limit allowed in the relevant applicable laws and regulations within one half (1/2) of the total number of issued shares.
• The dividend of the First-Class Shares shall be determined at an annual rate not less than 1%, which is based upon par value thereof by a resolution of the Board of Directors at the time of issuance of the relevant preferred shares, which shall be paid in cash preferably.
• In case the dividend rate of common shares exceeds the dividend rate in respect of the First-Class Shares, the holders of the First-Class Type Shares shall additionally participate in the distribution of dividends at a rate equal to such excess rate.
• In case dividends are not distributed in respect of the First-Class Type Shares in a fiscal year, the cumulative unpaid dividends shall be distributed in priority in the following fiscal year.
• In a case a resolution is adapted that the dividends shall not be distributed in respect of the First-Class Type Shares, the holders thereof shall be entitled to exercise voting rights from and including the general meeting of shareholders following the general meeting of shareholders at which such resolution is adopted until the close of the general meeting of shareholders at which a resolution to pay preferably dividends is adopted.
• In the case of the Company issues new shares, the provisions of Article 12-4), Article 59, and Article 60-3) shall apply mutatis mutandis to the allocation of new shares in respect of the First-Class Type Shares and dividends thereof shall apply.
• The existence period of the First-Class Type Shares shall be determined by a resolution of the Board of Directors within five (5) to ten (10) years from the issuance of such shares, and at the end of the period, preferred shares shall be converted into common shares. However, if dividends are not paid during the period, the period shall be extended until such dividends are paid. In such case, the provisions of Article 14 shall apply mutatis mutandis to dividends of profit to shares to be issued as a result of conversion.

Article 10 (Dividends Priority Converted Shares without Voting Rights: Second-Class Type Shares)

• Subject to the sub-paragraph of this article, the Company may issue Dividends Priority Converted Shares without Voting Rights (the “Second (2nd) Class Type Shares) that can be converted to common shares as requested by the shareholders to the limit allowed by the relevant laws and regulations within one half (1/2) of the total number of issued shares based on each of the subparagraphs below;
  1. The number of shares that will be issued by conversion shall be equal to the number of shares before the conversion.
  2. The demands for conversion shall be decided by a resolution of the board of directors in the period between one (1) month and five (5) years from the issuance date.
  3. The shares that will be issued due to the conversion shall be common shares.
• For the Second-Class Type Shares, Article 9-2) to 6) shall be applied.

Article 11 (Dividends Priority Redeemed Shares: the Third-Class Type Shares)

• The Company may issue Dividends Priority Redeemed Shares (the “Third-Class Type Shares”) to the limit allowed by the relevant laws and regulations but limited to one half (1/2) of the total number of already issued shares.
• For the Third-Class Type Shares, provisions of Article 9 2) to 6) shall apply.
• The Third-Class Type Shares may be redeemed under the following sub-paragraphs at the Company’s option:
  1. The redeemable value shall be the sum of the issuing value and 10 percent of the issuing value in any given year; the redeemable value shall be decided by the Board of Directors
  considering the dividend ratio, market condition and other conditions of issuing the other types of shares. However, if the redeemable value is to be adjusted, then the Board of
  Directors shall establish the adjustable redeemable value, reasons of such adjustment, effective date and means of adjustment.
  2. The Board of Directors may decide to redeem the shares within one (1) month from the end of annual general shareholder’s meeting for any accounting year between one (1) year
  and ten (10) years from the issue date. However, despite of the expiry of redeemable period, if any causes applicable to each of the sub-articles occur then the redeemable period shall be extended until such cause is settled.
       A. The redemption was not made within the redeemable period
       B. The preferred dividend was not paid in whole
  3. The Third-Class Type Share may be paid at once or by installments. However, in the case of payment by installments, the Company may decide the Third-Class Type Shares by way of
  random draw or proportional distribution, and any single share remaining after the proportional distribution shall not be redeemed.
  4. The Company shall inform and/or notify to the shareholders or right holders stated in the shareholders’ list at least two (2) weeks before the share acquisition date of the redeemable shares.
• When issuing the Third-Class Type Shares, the Board of Directors may, upon a resolution of the Board of Directors, issue type shares with voting rights (the “Third-1 Class Type Shares”) or type shares without voting rights (the “Third-2 Class Type Shares”). The voting right of the Third-1 Class Type Shares shall be one (1) vote for each share.

Article 12 (Pre-emptive Rights)

• New shares to be issued by the Company by a resolution of the Board of Directors must be in accordance with the following:
  1. On the issuance of new shares, the Company shall provide a right to purchase new shares to existing shareholders which is at least proportional to their current shareholding.
  2. The Company may provide rights to purchase new shares to certain persons (including the shareholders of the Company) in order to achieve management objectives of the Company
  such as to acquire a certain technology, improve financial structure, etc., but the allocation of such new shares shall not exceed thirty (30) percent of the total number of existing shares.
  3. The Company may give rights to purchase new shares to any other unspecified persons (including the shareholders of the Company), but the allocation of such new shares shall not exceed thirty (30) percent of the total number of existing shares.
• In the case the Company assigns new shares in the manner prescribed in Paragraph 1)-3, new shares shall be assigned in a manner falling under any of the following subparagraphs upon a resolution of the Board of Directors.
  1. The Company may assign new shares to an unspecified number of subscribers without specifying the class of subscribers who are given this opportunity.
  2. In accordance with the relevant laws and regulations, the Company may assign new shares to the Employee Stock Ownership Association, and provide an opportunity to any other unspecified persons to subscribe for any other new shares not otherwise subscribed.
  3. The Company gives existing shareholders an opportunity to subscribe for new shares preferentially, and if there are any unsubscribed shares, it may then provide an opportunity to any other unspecified persons to receive such new shares.
  4. The Company may provide an opportunity for certain classes of subscribers to subscribe for new shares in accordance with such standards as it shall reasonably determine, such as demand forecasts which an investment sales company or an investment brokerage company prepares as a guarantor or an agent, in accordance with related laws.
• When assigning new shares to a person other than a shareholder pursuant to Paragraph 1)- 2 and 3, the provisions set forth in Articles 416-1 & 2 and 2- 2 & 3 and 4 of the Commercial Code shall be notified to shareholders or the public no later than two (2) weeks prior to the payment date. However, in accordance with Article 165-9 of the Capital Markets and Financial Investment Services Act, a notice of important matters may be disclosed to the Financial Services Commission and the Exchange in lieu of such notice and public notice.
• When issuing a new share by any of the methods under Paragraph 1), the type and number of shares to be issued and the par value thereof shall be determined by a resolution of the Board of Directors. At this time, the Board of Directors may make new shares to be allocated to ordinary shares as ordinary shares or class shares, and new shares to be allocated to class shares shall be such class shares.
• In case new shares have not been subscribed or the amount thereof has not been paid when the Company allocates new shares, the method of processing thereof shall be determined by a resolution of the Board of Directors as prescribed by relevant laws and regulations.
• The method of disposing odd-lot shares arising from the Company allocating new shares shall be determined by a resolution of the Board of Directors.
• When the Company allocates new shares pursuant to Paragraph 1) - 1, the Company shall issue a new certificate of preemptive right to new shares to shareholders.

Article 13 (Stock Option)

• Pursuant to a special resolution of the general meeting of shareholders, the Company may grant, subject to the limit of 15 per cent of the total shares issued and outstanding, to its executives and employees (including executives and employees of an affiliate of the company under Article 30 of the Enforcement Decree of the Commercial Act, and the same shall apply hereinafter) a stock option as prescribed by Article 340-2 and 542- 3 of the Commercial Act. However, stock options may also be granted by a resolution of the Board of Directors, to the extent not exceeding one (1) per cent of the total shares issued and outstanding. In case of the foregoing, the Company shall receive approval at the first general meeting of shareholders which is summoned after the grant of stock options. Stock options granted by the general meeting of shareholders or the Board of Directors may be performance-linked, such that the stock options are linked to management goals, market indices or etc.
• The executives and employees of the Company to receive the stock options shall be those who have contributed, or have the ability to contribute, to the Company with respect to the establishment and management, overseas business or technological innovations thereof; provided, however, that the persons who fall under any of the following shall be excluded. However, that the foregoing shall not be applied to a person who becomes a “speciallyrelated person” (meaning a person under Article 34-4 of the Enforcement Decree of the Commercial Act, and the same shall apply hereinafter) by becoming an executive of the Company (including a non-full time executive of a subsidiary of the Company).
  1. The largest shareholder (as defined in Article 542-8(2)(5) of the Commercial Act, and the same shall apply hereinafter) or its specially-related person;
  2. A major shareholder (as defined in the provisions of Article 542-8(2) (6) of the Commercial Act, and the same shall apply hereinafter) or its specially-related person;
  3. Any person who becomes a major shareholder by exercise of his stock option;
• The shares (which shall mean, in respect of cash distributions of the difference between the exercise price of the stock option and the market price of such share, the shares which shall be the basis of the calculation of such difference) to be delivered pursuant to the exercise of the stock option shall either be registered common shares or registered preferred shares, but, in any case, shall be determined by a resolution of the general meeting of the shareholders or Board of Directors as set out Clause 1.
• The stock option shall not be granted to all officers and employees of the Company at the same time, and the total number of options which may be granted to a single officer or employee shall not exceed 10% of the total number of issued and outstanding shares.
• The price per share upon the exercise of a stock option shall be no less than the following prices; the foregoing shall apply to the adjustment in the price at which the stock option is exercised after such option is granted:
  1. In the case that new shares are issued and delivered, the higher of the following Prices shall apply;
       A. the face price of the share at the date of granting stock options under the provisions of Article 340-3 (2) and (3)      of the Commercial Act; and
       B. the par value of the share.
  2. In transference of the treasury stocks, the face price of the share at the date of granting stock options under the provisions of Article 340-3(2)(3) of the Commercial Act;
• Stock options may be exercised within 2 years from the third anniversary of the date of the resolution of the general meeting of shareholders by which such options were granted.
• A grant of stock options may be canceled pursuant to a resolution of the Board of Directors in any of the following cases;
  1. If an executive or employee who received stock options retires or resigns at his/her own will;
  2. If an executive or employee who received stock options has caused material loss or damage to the Company either by willful misconduct or negligence;
  3. If the Company is not able to comply with or honor the exercise of stock options, due to its bankruptcy or dissolution; or
  4. upon the occurrence of any other causes for cancellation prescribed by any agreement between the Company and the relevant officer or employee regarding the granting of the stock option.
• Any person who is granted a stock option may exercise the option after he or she works for the Company for at least two years from the date when the resolution under Paragraph (1) above is made; provided, however, that the foregoing shall not apply to a person who is deceased within two years of the date of the resolution, or who retires or resigns for reasons not attributable to the fault of such person may exercise stock option during the exercise period.
• The provisions of Article 14 shall apply, mutatis mutandis, to the profit dividend in respect of new shares issued by the exercise of stock options.

Article 14. (Date Measurement of Dividends for New Shares)

In case that the Company issues new shares by rights issue, bonus issue or stock dividend, the new shares shall be deemed to have been issued at the end of the fiscal year immediately preceding the fiscal year in which the new shares are issued.

Article 15. (Kind of Share Certificate)

Share certificate of the Company shall be issued in eight (8) denominations of one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1,000) and ten thousand (10,000) share(s) per certificate.

Article 16. (Transfer Agent of Shares)

• The Company may have a transfer agent for shares.
• Such a transfer agent, the place of business, and the scope of its agency business shall be decided by the resolution of the Board of Directors.
• The Company shall keep the shareholder registry or the duplicate thereof at the office of the transfer agent and let the transfer agent handle the transfer of registration and the registration of creation or cancellation of the pledge, the representation or cancellation of property trusted, the issuance of share certificates, the receipt of reports and other activities related thereto.
• The procedures to implement the provisions of Paragraph 3) shall follow the Regulations on Transfer Agency Activities and more of Transfer Agents.

Article 17 (Report of Address, Name and Seal of Shareholders and Others)

• Shareholders and registered pledgees should report their names and seals to the Company or the transfer agent described in Article 16.
• Shareholders and registered pledgees who reside in a foreign country shall designate and report the place and agent in Korea to which notices can be made.
• The same shall apply in case of any changes to the matters in Paragraphs 1) and 2).

Articles 18 (Closing of Shareholders' Register and Record Date)

The Company may allow the shareholders who is registered in the Shareholder's Register to exercise their rights on the day recorded by the resolution of the Board of Directors. The Company must give at least 2 weeks prior public notice

Chapter 3. Bonds

Article 19 (Issuance of Convertible Bonds)

• Pursuant to a resolution of the Board of Directors, the Company may issue convertible bonds to persons other than shareholders of the Company in each of the following cases to the extent that the aggregate face value of the bonds shall not exceed Four Hundred Billion (400,000,000,000) Korean Won;
  1. The Company gives opportunities to purchase bonds in order to allocate them to specific persons in a manner other than Article 12-1)-1, if necessary to achieve the Company's management objectives such as introduction of a new technology and improvement of financial structure in the case of issuing a convertible bond.
  2. When issuing convertible bonds in a manner other than Article 12-2)-1, by giving an opportunity to subscribe for the purchase of bonds to unspecified many persons and assigning the bonds to the subscribers.
• The Board of Directors may determine that the convertible bonds referred to in 1)-2 may be issued based on one of the following paragraphs;
  1. The Company allocates bonds to an unspecified number of subscribers without classifying the types of persons who are given the opportunity to subscribe for the bond.
  2. The Company provides the shareholders with an opportunity to subscribe for bonds preferentially, and if there are any unsubscribed bonds, to give provide the opportunity to subscribe such bonds to any other persons.
  3. An investment sales company or an investment brokerage company gives an opportunity to certain types of persons to subscribe for a bond in accordance with reasonable standards, such as the demand forecasts it prepares as a guarantor or an agent, in accordance with relevant laws
• In the case of the convertible bonds referred to in Paragraph 1), the Board of Directors may issue such convertible bonds on condition that the conversion rights are granted only to part of the convertible bonds.
• The shares issued by the conversion shall be the ordinary shares in the amount of two hundred billion (2,000,000,000) Korean won and the First-Class Type shares in the amount of two hundred billion (2,000,000,000) Korean won and the conversion value thereof shall be the par value of the shares or more and determined by a resolution of the Board of Directors when issued.
• The period for which a conversion can be requested shall be from the next day of issuance of such bonds until the date immediately preceding the redemption date. However, within the above period, the period of the conversion request can be adjusted by a resolution of the board of directors.
• The provisions of Article 14 shall apply mutatis mutandis to the payment of interest on the convertible bonds and the dividends of interest on the shares issued due to the conversion.

Article 20. (Issuance of Bonds with Warrants)

• The Company may issue bonds with warrants to persons other than shareholders of the Company in each of the following cases, pursuant to the resolution of the Board of Directors, to the extent that the aggregate face value of the bonds shall not exceed Four Hundred Billion (400,000,000,000) Korean Won.
  1. The Company gives opportunities to purchase bonds in order to allocate them to specific persons in a manner other than Article 12-1)-1, if necessary to achieve the Company's management objectives such as introduction of a new technology and improvement of financial structure in the case of issuing a bond with warrants.
  2. When issuing bonds with warrants in a manner other than Article 12-2)-1, by giving an opportunity to subscribe for the purchase of bonds to unspecified many persons and assigning the bonds to the subscribers.
• The Board of Directors may determine that the bonds shall be allocated in the method referred to in 1)-2 when issuing new shares based on one of the following paragraphs;
  1. The Company allocates bonds to an unspecified number of subscribers without classifying the type of person who are given the opportunity to subscribe for the bond.
  2. The Company provides the shareholders with an opportunity to subscribe for bonds preferentially, and if there are any unsubscribed bonds, give unspecified many persons an opportunity to be assigned of the unsubscribed bonds
  3. An investment sales company or an investment brokerage company gives an opportunity to certain types of persons to subscribe for a bond in accordance with reasonable standards, such as demand forecasts it prepares as a guarantor or an agent, set forth by related laws.
• The amount of new shares which can be subscribed for by the holders of the bonds with warrants shall be determined by the Board of Directors, provided that the maximum amount of such new shares shall not exceed the aggregate face value of the bonds with warrants.
• The shares to be issued upon exercise of warrants shall be common shares in the amount ofTwo Hundred Billion (200,000,000,000) Won and the First-Class Type Shares in the amount of Two Hundred Billion (200,000,000,000) Won, and the issue price shall not be less than the face value of the share prices as determined by the Board of Directors at the time of the issuance of the relevant bonds with warrants.
• The period during which a bondholder may exercise his warrants shall be from the day following the date of issuance of bonds with warrants to the day immediately before the date of maturity, provided that the period can be determined by the Board of Directors within the period aforementioned.
• As to the dividend on the shares to be issued upon exercise of the warrants, Article 14 shall apply mutatis mutandis.

Article 21 (Issuance of Bonds)

• The Company may issue bonds upon a resolution of the Board of Directors.
• The Board of Directors may authorize the Representative Director to issue bonds with certain amount and types within a period not exceeding one (1) year.

Article 22 (Applicable Regulations on Issuance of Bonds)

The provisions of Article 16 and 17 shall apply, mutatis mutandis, with respect to issuance of bonds.

Chapter 4. General Meeting of Shareholders

Article 23 (Convening of Meeting)

• The ordinary general meeting of shareholders of the Company shall be convened within three (3) months after the end of each fiscal year and an extraordinary general meeting of shareholders shall be convened from time to time whenever deemed necessary by the Board of Directors or pursuant to the relevant laws and regulations.
• Unless otherwise agreed by all the shareholders, no subject matters other than those notified to shareholders in advance shall be placed on agenda at the general shareholders meeting.
• The general meeting shall be held where the Company's head office is located.
• The general meeting of shareholders shall be convened by the Representative Director or the Director delegated by the Representative Director.

Article 24 (Respect of Minor Shareholders)

The Company shall respect each right of a holder of a share or minor shareholders as acknowledged under the Commercial Code and related law and regulations.

Article 25 (Notice of Convening a Meeting and Public Notice)

• For convening a general meeting of shareholders, a written notice or electronic mail specifying the date, time, place, and purpose of such meeting shall be sent to each shareholder two (2) weeks prior to the date of the general meeting of shareholders.
• For the shareholders holding no more than one percent (1%) of the total number of issued and outstanding shares, the written notice or electronic mail referred to in Paragraph 1 may be replaced with a public notice, which provides information regarding the general meeting of shareholders, along with the meeting agenda, to be published no less than twice in "The Korea Economic Daily" and "The Maeil Economic Daily" in Seoul or posted at the Data Analysis, Retrieval and Transfer(DART) System which is operated by the Financial Supervisory Service or Korea Exchange two weeks prior to the meeting date.

Article 26 (Chairman)

The chairman of the general meeting of shareholders shall be the Representative Director of the Company. In case of the absence of the Representative Director, the Director nominated by the Representative Director, or if there is no such nomination, one of the Directors shall act the office thereof.

Article 27 (Chairman's Right to Maintain Order)

• The chairman of a general meeting of shareholders may order any person to stop or withdraw his statement or retire from the place of such meeting, if such person intentionally speaks and behaves to obstruct proceedings or disturbs order substantially.
• The chairman of a general meeting of shareholders may restrict the time and number of statements of the shareholders when deemed necessary for the smooth proceeding of the meeting.

Article 28. (Voting Rights of Shareholders)

Each shareholder shall have one vote per share.

Article 29 (Exercise of Voting Rights in Disunity)

• In case that a shareholder representing two or more voting rights wishes to exercise his voting rights in disunity, he should notify the Company, in writing, of such intention and the reason thereof, three (3) days prior to the scheduled date of meeting.
• The Company may disapprove the shareholder's exercising voting right in disunity; however, the foregoing provision shall not apply in case that such shareholder has subscribed a trust or holds shares for the benefit of other persons.

Article 30 (Voting by Proxy)

• A shareholder may exercise his voting right by appointing a proxy.
• The proxy of the preceding paragraph should submit a document evidencing his power of representation (Letter of Proxy) prior to the opening of a general meeting of shareholders.

Article 31. (Constitution and Resolution of General Shareholders Meeting)

Unless otherwise provided by law, all resolutions of a general meeting of shareholders of the Company shall be adopted by an affirmative vote of a majority of the shareholders who attend the general meeting of shareholders; provided that such affirmative vote should be at least one-fourth of the total issued and outstanding shares.

Article 32. (Minutes of General Meetings of Shareholders)

The proceedings of a general meeting of shareholders shall be recorded in the minutes and such minutes shall be signed and sealed by the chairman and the Directors present and shall be kept at the head office and the branch offices.

Chapter 5. Directors, Board of Directors and Board of Auditors

Article 33. (Number of Directors)

• The Company shall have no less than six (6) directors.
• The Board of Directors of the Company shall have three (3) or more outside directors, but the number of outside directors shall be a half or more of the total number of directors; provided, however, that, if the number of outside directors does not, by their vacancy, constitute the requisite number, such requisite number shall be satisfied at the first general meeting of shareholders after such cause therefor occurs.

Article 34. (Election of Directors)

• Directors shall be elected at a general meeting of shareholders. Outside directors under Article 26 shall be recommended by the Outside Director Nominating Committee, and a separate election shall be made in respect of a director who will be a member of the Audit Committee other than an outside director under Article 42-3.
• Directors shall be elected by a majority vote of the shareholders who attend the general meeting of shareholders; provided that such majority should be at least one fourth of the total issued and outstanding shares.
• If two or more Directors are elected, a shareholder may exercise only one voting rights with respect to every single share held and Article 382-2 of the Commercial Code shall not apply.

Article 35 (Term of Office of Director)

• The term of office of Directors shall be more than one (1) year and less than three (3) years; provided, in case where such term expires before the ordinary general meeting of shareholders for the latest fiscal period during such term, such term shall be extended until the closing of such meeting.
• Directors can be reelected.

Article 36. (Special Election of Director)

In case of any vacancy in the office of Director, the shareholders at a general meeting of shareholders shall elect a Director to fill such vacancy. However, if the legal number of Directors is met or if there is no difficulty in the administration of business, the foregoing shall not apply.

Article 37. (Duties of Directors)

The Company shall indemnify the Directors for all the litigation expenses, other losses, damages and liabilities incurred by the Directors in connection with carrying out of their duties, unless such losses, damages or liabilities incur due to the bad will or negligence of such Directors or if indemnification therefor is not permitted under the relevant laws.

Article 38. (Dismissal and Vacancy of Directors)

• Dismissal of Directors shall occur in accordance with Articles 385 and 415 of the Commercial Code.
• A Director shall be dismissed automatically upon the occurrence of any of the following cases:
  1. When such Director submits a letter of resignation to the Company;
  2. When such Director is declared bankrupt;
  3. When such Director is adjudged to be incompetent or partially incompetent;
  4. When such Director is deceased.

Article 39. (Election of Representative Director)

One or more Representative Directors shall be elected by the Board of Directors.

Article 40. (Duties of Director)

• The Representative Director shall represent the Company and manage the overall business of the Company.
• Directors shall assist the Representative Director and perform the business affairs under their respective charges. In case of absence and inability of the Representative Director, the President, Senior Executive Vice President, Executive Vice President, and Vice President in such order, shall act as Representative Director unless the Representative Director nominates a Director for that purpose.
• Directors shall perform their duties in good faith for the Company pursuant to laws and regulations and the Articles of Incorporation.

Article 41. (Reporting Duty of Directors)

• A Director must report the status of his business administration to the Board of Directors at least once every three months.
• In case Directors find the events to damage the Company seriously, the Directors shall report to the Audit Committee immediately.

Article 42. (Composition and Rights of the Board of Directors)

• The Board of Directors shall consist of Directors and shall adopt resolutions regarding important business matters of the Company.
• The separate regulations on the Board of Directors may be adopted in respect of delegation of rights, constitution of subcommittees and such other matters necessary for the operation of the Board of Directors.

Article 43. (Convening of the Meeting of the Board of Directors and Resolution of the Board of Directors)

• The meeting of the Board of Directors shall be convened by the Chairman of the Board of Directors or the Director designated by the Board of Directors. The convening of the meeting of the Board of Directors shall be notified, in writing or not, to each and every Director by no later than one day prior to the meeting; provided that the meeting may be convened at any time without giving such notice if all the Directors agree thereto.
• The presence of the majority of the Board of Directors shall constitute a quorum for a meeting of the Board of Directors and the resolution of the Board of Directors shall be adopted by a majority of Directors present at the meeting. However, the resolution of the Board of Directors governing issues in relation to Article 397-2 (prohibition on abuse of the Company’s opportunities) and Article 398 (Prohibition on self-dealing) shall be passed by majority of twothirds (2/3) of the total number of Directors.
• A Director who has a special interest in the resolution shall not exercise his or her voting right.
• The Board of Directors may permit so that all or any of the Directors do not attend and participate in determining resolutions through telecommunications by which all Directors can send and receive voice each other simultaneously. In such case, the Directors not directly attending the meeting shall be deemed to have attended the meeting.

Article 44. (Chairman)

• The Board of Directors shall elect the Chairman for a term of one year at its first meeting after the ordinary general meeting of shareholders.
• The Chairman shall determine the order of Directors who will fill in his position in case he or she may not attend the meeting without having designated a temporary alternate chairman.
• In case the Chairman cannot attend the meeting of the Board of Directors, a temporary alternate Chairman shall be designated amongst the Directors and in case no such alternate Chairman has been nominated, the temporary replacement will be determined in accordance with Paragraph 2 of this Article.

Article 45 (Minutes of Meetings of the Board of Directors)

The Company shall prepare minutes for the meetings of the Board of Directors. The agenda, the substance of the course of the proceedings of a meeting of the Board of Directors, the result thereof and opposing person and his opinion shall be recorded in minutes which shall bear the names and seals or signatures of the Directors present at the meeting.

Article 46. (Compensation and Retirement Allowance of Directors)

• The compensation for Directors shall be determined by a resolution of the general meeting of shareholders.
• Payment of the retirement allowances for Directors shall be in accordance with the regulations for payment of officers' retirement allowances adopted by the resolution of a general meeting of shareholders.

Article 47. (Committees under Board of Directors)

• The Company shall have the Outside Director Nominating Committee and the Audit Committee under the Board of Directors, and may have a Committee which deliberates and determines on the Company's management strategies and such other matters as delegated by the Board of Directors.
• Any Committee under the Board of Directors shall be composed of two or more directors, and the organization and management thereof shall be determined by a resolution of the Board of Directors.
• Any of the following matters may not be delegated to Committees:
  1. Presentation of a proposal which requires an approval of the general meeting of shareholders;
  2. Appointment and dismissal of the Representative Director;
  3. Establishment of a Committee and appointment and dismissal of a member thereof; and
  4. Other matters determined by the Board of Directors.
• Each Committee shall notify each director of any resolution it made. In such case, each director so notified may request the convention of the Board of Directors meeting, and the Board of Directors may re-resolve the matter which was already resolved by the relevant Committee.

Article 48 (Outside Director Nominating Committee)

The Outside Director Nominating Committee shall have a half or more of the total number of the members as outside directors, and perform duties of nominating outside directors to be elected at a general meeting of shareholders.

Article 49. (Composition of Audit Committee)

• The Company shall have the Audit Committee under Article 42 (1) in place of auditors.
• The Audit Committee shall be composed of three or more directors.
• At least two thirds of the Audit Committee shall be outside directors and the members who are not outside directors shall be qualified under the requirements of Article 542-10(2) of the Commercial Act.
• In respect of the election of a member of the Audit Committee who is not an outside director, where the number of shares with voting rights combined of the largest shareholder and his specially related person, a person holding shares at the calculation of the largest shareholder or his specially related person, and proxy holder whose authority to exercise voting rights is given by the largest shareholder and his specially related person exceeds 3% of the total number of shares issued and outstanding of the Company, the shareholder shall not exercise voting rights with regard to the excess thereof.
• In respect of the election of a member of the Audit Committee who is an outside director, the shareholder who holds 3% or more of the total number of shares issued and outstanding with voting right shall not exercise voting rights with regard to the number of shares held in excess of said 3% level.
• The Audit Committee shall elect a representative by resolution. The chairman of the Audit Committee shall be an outside director.

Article 50. (Duties of Audit Committee, etc.)

• The Audit Committee shall audit the accounts and business of the Company.
• The Audit Committee may, if necessary, request the Board of Directors to convene a meeting by submitting a written notice with purpose and reason of such meeting to a Director (If there is a person with a right for convene, then the person with such right. Hereinafter refers to the same).
• Despite of such request as per the sub-paragraph 2) above was made but the Director does not convene the meeting immediately, then the Audit Committee that made such request may convene a meeting.
• The Audit Committee may request the Board of Directors to convene an extraordinary general meeting of shareholders by submitting a written application which states the objective and purposes thereof.
• The Audit Committee may request a subsidiary of the Company to submit its business report if necessary. In case that subsidiary does not report without delay or that it is necessary to confirm the contents of the report, the Committee may inspect the business and financial conditions of the subsidiary.
• The Audit Committee shall approve the election of an independent auditor.
• The Audit Committee shall deal with matters as delegated by the Board of Directors other than those under Paragraphs 1) through 6).
• The Board of Directors may not re-resolve the matter which was already resolved by the Audit Committee.

Article 51 (Audit Minutes)

The Audit Committee shall prepare minutes on an audit which include the substance and results of such audit and which shall bear the name and seal or the signature of the members of the Committee who have performed such audit.

Article 52. (Election of Independent Auditors)

The Company shall elect an independent auditor by obtaining the approval of the Audit Committee pursuant to the provisions of the Act on Independent Auditor of Stock Companies, and shall report such election to the general meeting of shareholders during the election year, or to the existing shareholders by written or electronic documents, or shall such election on the company’s website.

Article 53. (Management)

• The Company shall have the Management to implement the resolutions of the Board of Directors.
• Matters regarding the management shall be determined by the Regulations on the Board of Directors.

Article 54. (Advisors)

• The Representative Director may, if he deems it necessary, appoint Advisors or Counsel on the recommendation by the Chief Executive Officer.
• The Chief Executive Officer may determine and pay the remuneration and expenses of such Advisors and Counsel comparable to those granted to the members of the Management.

Article 55. (Qualifications of Outside Director)

The Company may appoint outside directors among those who possess professional expertise or experience or renowned reputations regarding business management, economics, law or relevant technology and are qualified under the requirements of the Commercial Act and other related regulations as may be prescribed. Should any such outside director lose his qualification after he is elected, he shall be required to step down.

Article 56. (Preparation and Keeping of Financial Statements and Management Reports)

• The Representative Director shall prepare and submit for auditing by the Audit Committee of the Company, by no later than a date which is six (6) weeks prior to the date of each ordinary general meeting of shareholders, the following documents and the detailed schedules or attachments thereto and management reports and shall submit the following documents and management reports to the ordinary general meeting of shareholders:
  1. Balance Sheet;
  2. Statement of Income; and
  3. Other documents defined in the Commercial Act Ordinance that show financial status and business performance of the Company.
• If the Company is defined as a company keeping a consolidated financial statement under the Commercial Act Ordinance, then each document referred to in Sub-paragraph 1 of this Article shall include the consolidated financial statement.
• The Audit Committee shall submit an audit report to the Representative Director at least one (1) week prior to the date of the general meeting of shareholders.
• Notwithstanding to Sub-paragraph 1 of this Article, the Company may, by the resolution of the Board of Directors, may approve if the following conditions are met;
  1. If there is opinion of the external audit officer that the documents referred to in Sub-paragraph 1 of this Article are adequately showing the company’s financial status and management performance in accordance with the relevant laws and the Articles of Incorporation.
  2. If there is unanimous agreement of all members of the Audit Committee.
• If the Board of Directors approved in accordance with Sub-paragraph (4) of this Article, then the Representative Director shall report content of each of the documents referred to in Subparagraph (1) of this Article to the Shareholders’ Meeting.
• The Representative Director shall keep the documents referred to in Paragraph (1) above, together with the audit report, along with their copies for a period of five (5) years at the Company's head office, and for a period of three (3) years at branch offices, in each case starting from the date no later than one (1) week prior to the ordinary general meeting of shareholders.
• The Representative Director shall publish the Balance Sheet and the opinion of the External Audit Officer without delay upon approval by the meeting of shareholders of the documents referred to in Paragraph (1) above or approval of the Board of Directors as per Paragraph (4) above.

Chapter 6. Accounting

Article 57 (Business Year)

Each business year of the Company shall commence on January 1st and end on December 31st of the same calendar year.

Article 58 (Disposal of Profit)

The Company shall dispose of the profits for each business year (including profit surplus carried forward to the current business year) as follows:

• Profit Reserve
• Other Legal Reserves
• Dividends
• Provisional Reserve
• Other Disposal of Profit Surplus
• Profit Surplus carried forward to the next business year

Article 59 (Transfer of Reserves to Capital)

If the Company issues new shares in accordance with the transfer of capital reserves, new shares to be allocated to ordinary shares may be classified as ordinary shares or class shares in accordance with a decision of the Board of Directors and the new shares to be allocated to class shares shall be such shares

Article 60 (Dividend)

• Payment of dividends may be made in cash, shares or other assets.
• The dividends of paragraph (1) shall be paid to the shareholders or pledgees registered in the Shareholders' Register, as of the last day of each fiscal year.
• In the case of dividends of profits, new shares to be allocated to ordinary shares may be converted into ordinary shares or class shares in accordance with the resolution of the general meeting of shareholders, and new shares to be allocated to class shares shall be such shares.

Article 61 (Interim Dividend)

• The Company may provide interim dividends to shareholders at the end of March, June and September pursuant to Article 165-12 of the Capital Market and Financial Investment Business Act. And such dividends shall be made in money.
• The interim dividends under Paragraph (1) above shall be made by a resolution of the Board of Directors, but the resolution shall be made within 45 days from the date under Paragraph (1) above.
• The interim dividends shall be limited to the amount after deducting any of the following amounts from net assets amount on the balance sheet of the immediately preceding settlement period:
  1. Capital stock of the immediately preceding settlement period;
  2. Capital reserve and profit reserve combined and accumulated until the immediately preceding settlement period;
  3. Unrealized profit as defined in the Commercial Act Ordinance.
  4. Amount as determined for profit dividends at the general meeting of shareholders of theimmediately preceding settlement period;
  5. Voluntary reserves for specific purposes accumulated until the immediately precedingsettlement period under the Articles of Incorporation or a resolution of the general meeting ofshareholders; and
  6. Profit reserve to be accumulated for the relevant settlement period pursuant to the interimdividends.
  7. If there is a quarterly dividend during the year under review, the total amount thereof
• In case the Company issues new shares (including capitalization of reserves, stock dividends, demand to convert convertible bonds and exercise of bonds with warrants) from the commencement of the fiscal year to the date under Paragraph (1) above, the relevant new shares in respect of the interim dividends shall be deemed to have been issued at the end of the fiscal year immediately preceding such fiscal year.

Article 62 (Prescription of Right to Demand Payment of Dividends)

• The right to demand payment of dividends shall be extinguished unless exercised within five (5) years.
• The dividends attributable to the right extinguished as provided in paragraph (1) shall belong to the Company.

Appendix

Article 1 (Effective Date)

These Articles of Incorporation shall be effective from the date of registration of the Company.

Article 2 (Initial Fiscal Year upon Incorporation)

Notwithstanding Article 57 of the Articles of Incorporation, the first fiscal year for the establishment of the Company shall be from the date of incorporation until December 31, 2017.

Article 3 (The first transfer agent at the time of incorporation)

Notwithstanding Article 16 of the Articles of Incorporation, the first transfer agent at the time of incorporation of the Company shall be the Kookmin Bank Securities Agency Department.

Article 4 (Appointment of first director, representative director, etc. at the time of incorporation)

Notwithstanding Articles 34, 39 and 47 to 49 of the Articles of Incorporation, the first directors, representative directors, outside directors and members of the Audit Committee at the time of incorporation shall be elected through approval of the divisional plan of the subsidiary.

Article 5 (Remuneration of directors in the first business year at the time of establishment)

Notwithstanding Article 46 of the Articles of Incorporation, the remuneration of directors for the first fiscal year when the Company is incorporated shall be determined through the approval of the divisional plan of the subsidiary.

Article 6 (Address of the head office at the time of incorporation)

The address of the head office when establishing the Company shall be determined through approval of the divisional plan of the division company.

Article 7 (Split Company)

The below subsidiary shall prepare these Articles of Incorporation and sign and affix its seal thereon to be incorporated on February 27, 2017.