HYUNDAI WIA, the heart of global manufacturing industry.

Chapter 1: General Provisions 

Article 1 (Corporate Name)

The name of the Company shall be “HYUNDAI WIA Corp.” in English.

Article 2 (Objective)

1. The objective of the Company shall be to engage in the following business activities:
2. 1. Manufacture and sales of various machine tools and metal machine tools
3. 2. Manufacture and sales of various industrial machinery and special equipment
4. 3. Manufacture and sales of various transportation machinery and parts
5. 4. Manufacture and sales business various aircraft parts
6. 5. Manufacture of weapon and live ammunition
7. 6. Military supply
8. 7. Import and export
9. 8. Issuance of contract for sale of goods
10. 9. Manufacture and sales of construction machinery equipment
11. 10. Design, manufacture, installation, and sales of environmental equipment and facilities such as waste incinerators, scrap car facilities, desulfurization, and dust removal facilities
12. 11. Design, manufacture, installation, and sales of logistics and factory automation equipment
13. 12. Design, manufacture, installation, and sales of various steel structures and plants
14. 13. Manufacture and sales of large internal combustion engines and parts for industrial and special vehicles
15. 14. Design, manufacture, installation, and sales of steel making, iron making and power generation facilities
16. 15. Design, manufacture, installation, and sales of transportation and handling equipment and facilities
17. 16. Engineering related to factory equipment and facilities
18. 17. Production and sales of computer application hardware and software
19. 18. Various survey, test, measurement, inspection, calibration agency and technical service
20. 19. Real estate rental
21. 20. Distribution and service
22. 21. Automobile sales, maintenance and inspection agency
23. 22. Auto insurance agency
24. 23. Data provision and communication
25. 24. Electronic commerce
26. 25. Wireless, VAN and Internet communication
27. 26. Satellite communication
28. 27. Database construction and processing
29. 28. Satellite image service
30. 29. Topographic information processing and sales
31. 30. Vertical map production
32. 31. Manufacture and sales of automobile computers
33. 32. Mechanical equipment construction
34. 33. Factory equipment and various industrial machinery electric work
35. 34. Scaffolding, structure, facility dismantling and re-engineering
36. 35. Information and communication construction
37. 36. Investment in subsidiary business and stocks and other securities related to each of the preceding subparagraphs

Article 3 (Location of Head Office and Establishment of Branch)

1. ① The Company shall have its head office in Changwon, Gyeongsangnam-do.
2. ② The Company may establish branches, liaison offices, representative offices or subsidiaries within or outside Korea, by the resolution of the Board of Directors, when it deems necessary.

Article 4 (Method of Public Notices)

Public notices of the Company shall be made on the Company's Internet website (www.hyundai-wia.com). However, if it is not possible to announce on the Company's Internet website due to computer disturbances or other unavoidable reasons, it will be posted in the Korea Economic Daily issued in Seoul Metropolitan City.

Chapter 2 Shares 

Article 5 (Total Number of Share Issued by the Company)

The total number of shares to be issued by the Company is 40,000,000 shares.

Article 6 (Amount Per Share)

The amount of one share issued by the Company is five thousand (5,000) won.

Article 7 (Electronic Registration of Rights Displayed on the Share and Certificate of Preemptive Right to New Share)

1. ① The types of share to be issued by the Company are registered common stocks and registered preferred stocks.
2. ② Instead of issuing certificate of share and certificate of preemptive right to new share, the Company electronically registers the rights to be indicated on the share and certificate of preemptive right to new share in the electronic registration account of the electronic registration institution.

Article 7-2 (Number and Rights of Preferred Shares)

1. ① Preferred shares to be issued by the Company shall be non-voting, and the number thereof shall be 3,000,000 shares.
2. ② For preferred shares without voting rights, the Board of Directors determines the preferred dividend rate at the time of issuance based on the par value, but the minimum dividend rate is 3%.
3. ③ If the dividend rate of common stocks exceeds the dividend rate of preferred shares, the excess will be paid by participating in the same ratio as common stocks.
4. ④ In case of a predetermined dividend is not paid for the preferred stock in a business year, the accumulated dividend will be given priority in the next business year.
5. ⑤ Voting rights shall be held from the general meeting, in which a resolution not to pay predetermined dividends for preferred shares, until the end of the general meeting, in which the resolution to pay the preferential dividends.
6. ⑥ In the case of capital increase with consideration or bonus issue, the allocation of new shares to preferred shares is to be common stocks for the capital increase with consideration, and the same stock for the bonus issue.
7. ⑦ The duration of preferred shares is determined by the resolution of the Board of Directors at the time of issuance within the range of no less than 3 years to more than 10 years from the issuance date and converted to common stocks upon expiration of this period. However, if a predetermined dividend is not paid during the above period, the period is extended until the predetermined dividend is completed. In this case, the provisions of Article 8-2 shall apply mutatis mutandis to the dividends of stocks issued due to conversion.

Article 7-3 (Number and Content of Convertible Preferred Shares)

(Clause deleted)

Article 8 (Pre-emptive Rights)

1. ① The shareholders of the Company shall have the right to subscribe for new shares issued by the Company in proportion to their respective shareholdings. However, in the case of abandonment or loss of the pre-emptive right, or fractional share result from allocation of new shares, such shares shall be disposed of by the resolution of the Board of Directors.
2. ② Notwithstanding the provision of Paragraph ① above, the Company may allocate new shares to persons other than existing shareholders of the Company, in the event of any of the following:
   1. 1. In the case of recruiting new shares within the range of not exceeding 20/100 of the total number of issued stocks or having the underwriter take over for recruiting.
   2. 2. In the case of issuing new shares by public offering by the resolution of the Board of Directors pursuant to Article 165-6 of the Capital Markets and Financial Investment Business Act within the range not exceeding 20/100 of the total number of issued stocks.
   3. 3. In case of giving new shares to employee stock ownership association members as priority pursuant to Article 165-7 of the Capital Markets and Financial Investment Business Act.
   4. 4. In the case of issuing new shares due to the exercise of the stock purchase right pursuant to Article 542-3 of the Commercial Act
   5. 5. In the case of issuing new shares in accordance with the issuance of a stock depository receipt (DR) in accordance with Article 165-16 of the Capital Market and Financial Investment Business Act within the range not exceeding 20/100 of the total number of issued stocks.
   6. 6. In the case of issuing new shares for foreign investment for management necessity pursuant to the Foreign Investment Promotion Act within the range of not exceeding 20/100 of the total number of issued stocks.
   7. 7. In the case of issuing new shares for investment in kind due for management necessity within the range of not exceeding 20/100 of the total number of issued stocks.
   8. 8. In the case of issuing new shares through capital participation by conversion of investment by a financial institution such as a bank, within the range not exceeding 20/100 of the total number of issued stocks
   9. 9. In the case of issuing new shares to improve the financial structure within the range of not exceeding 20/100 of the total number of issued stocks.
   10. 10. In the case of recruiting new shares to newly list stocks or having the underwriters take over for recruiting within the range of not exceeding 20/100 of the total number of issued stocks.
3. ③ In the case of issuing new shares according to the method of Paragraph ② Clause 1, 2, 5, 6, 7, 8, 9 and 10, the type, number, and price of stocks to be issued are determined by the resolution of the Board of Directors.
4. ④ In the case of abandonment or loss of the pre-emptive right, or fractional share result from allocation of new shares, such shares shall be disposed of by the resolution of the Board of Directors.

Article 8-2 (Date of Calculation of Dividends for New Shares)

In case the Company issues new shares through capital increase with consideration, bonus issue, or stock dividend, the dividend of profits for the new shares shall be deemed to have been issued at the end of the business year immediately preceding the business year in which the time of issuance of the new shares belongs.

Article 9 (Transfer Agent)

1. ① The Company has a transfer agent for stocks.
2. ② The transfer agent, its office, and its duties shall be determined by the resolution of the Board of Directors.
3. ③ The Company's list of shareholders or copies shall be kept in the place of the transfer agent's office, and the transfer agent shall handle the electronic registration of stocks, the management of the shareholders list, and other matters related to the stocks.
4. ④ The procedures for the handling of office work in Paragraph ③ shall follow the provisions of the transfer of securities by the transfer agent.

Article 10 (Report of Address, Name and Seal or Signature of Shareholders and Others)

(Clause deleted)

Article 11 (Close of Shareholders' Registry and Record Date)

1. ①During the period of January 1 through January 15 of each year, the Company shall refrain from making any changes in the shareholders registry in respect of rights.
2. ② The shareholders registered in the shareholders’ registry as of December 31 of each fiscal year shall be entitled to exercise the rights as shareholders at the Ordinary General Meeting of Shareholders convened for such fiscal year.
3. ③ The Company may, if necessary for convening of an Extraordinary General Meeting of Shareholders or any other necessary cases, suspend any entry into the shareholders’ registry with respect to shareholders’ rights for a period not exceeding three (3) months as determined by a resolution of the Board of Directors, or cause the shareholders whose names appear in the shareholders’ registry on a record date set by a resolution of the Board of Directors to exercise the rights as shareholders. If the Board of Directors deems it necessary, the Company may suspend any entry into the shareholders’ registry and set the record date at the same time. The Company shall give at least two (2) weeks prior notice to the public.

Chapter 3 Corporate Bonds 

Article 12 (Issuance of Corporate Bonds)

1. ① The Company may issue corporate bonds by approval of the Board of Directors.
2. ② The Board of Directors may delegate to the Representative Director its authority to determine the bond type, amount and timing of the issuance, which shall occur within 1 year from the approval of such delegation.

Article 12-2 (Issuance of Convertible Bonds)

1. ① The Company may issue convertible bonds to persons other than shareholders in the following cases by the resolution of the Board of Directors for the purpose of improving the financial structure, within the range of the total par value of the bonds not exceeding 10 billion won.
   1. 1. In the case of issuing convertible bonds through public offering
   2. 2. In the case of issuing convertible bonds for foreign investment pursuant to the Foreign Investment Promotion Act due to management necessity
   3. 3. In the case of issuing convertible bonds to the affiliate Company in need of technology introduction or partnership
   4. 4. In the case of issuing convertible bonds to domestic and foreign financial institutions for urgent funding
   5. 5. In the case of issuing convertible bonds in overseas pursuant to Article 165-16 of the Capital Markets and Financial Investment Business Act
   6. 6. In the case of issuing convertible bonds due to other management needs
2. ② For convertible bonds in Paragraph ①, the Board of Directors may issue them on the condition that conversion rights are granted to only a part of them.
3. ③ For stocks issued due to conversion, 5 billion won of the total par value of the bonds is common stock, and 5 billion won is preferred stock, and the conversion price is the par value of the stock or higher, determined by the Board of Directors when the bond is issued.
4. ④ The period in which a conversion can be requested is from the date that one month has elapsed after the issue date of the relevant bond until the day immediately before the repayment date. However, within the above period, the conversion request period may be adjusted by a resolution of the Board of Directors.
5. ⑤ The provisions of Article 8-2 shall apply mutatis mutandis to the distribution of profits on stocks issued due to conversion and payment of interest on convertible bonds.

Article 13 (Issuance of Bonds with Warrant)

1. ① The Company may issue bonds with warrant to persons other than shareholders in any of the following cases by the resolution of the Board of Directors for the purpose of improving the financial structure, within the scope of the total par value of the bonds not exceeding 10 billion.
   1. 1. In the case of issuing bonds with warrant by public offering.
   2. 2. In case of issuing bonds with warrant for foreign investment pursuant to the Foreign Investment Promotion Act for management necessity.
   3. 3. In the case of issuing bonds with warrant to the affiliated Company in need of technology introduction or partnership.
   4. 4. In the case of issuing bonds with warrant to domestic and foreign financial institutions for urgent funding.
   5. 5. In the case of issuing bonds with underwriting rights overseas pursuant to Article 162-16 of the Capital Markets and Financial Investment Business Act.
   6. 6. In the case of issuing bonds with warrant for other management needs
2. ② The amount that can be requested for subscription of new shares is determined by the Board of Directors within the scope of not exceeding the total par value of the bonds.
3. ③ For stocks issued due to exercise of preemptive right, 5 billion won of the total par value of the bonds is common stock, and 5 billion won is preferred stock, and the issue price is the par value of the stock or higher, determined by the Board of Directors when the bond is issued.
4. ④ The period for use of preemptive rights is from the day one month has elapsed after the issue date of the relevant bond until the day immediately before the repayment date. However, within the above period, the period for use of preemptive rights may be adjusted by a resolution of the Board of Directors.
5. ⑤ The provisions of Article 8-2 shall apply mutatis mutandis to the distribution of profits for stocks issued due to the use of preemptive rights.

Article 13-2 (Electronic Registration of Rights to be Displayed in the Bonds and the Certificate of Pre-emptive Right to New Shares)

Instead of issuing bonds and bonds, the Company electronically registers the rights to be displayed on the bonds and the certificate of preemptive right to new shares in the electronic registration account of the electronic registration institution.

Article 14 (Regulations for Issuance of Bonds)

The provisions of Article 9 apply mutatis mutandis to the issuance of bonds.

Chapter 4 General Meeting of Shareholders 

Article 15 (Convening Period)

1. ① The Ordinary General Meeting of Shareholders of the Company is a regular and extraordinary General Meeting of Shareholders.
2. ② The Ordinary General Meeting of Shareholders are convened within 3 months after the end of each business year, and extraordinary General Meeting of Shareholders are convened as necessary.

Article 16 (Authority to Convene)

1. ① The General Meeting of Shareholders is convened by the Representative Director according to the resolution of the Board of Directors, except in cases where there is a provision in accordance with laws.
2. ② If the Representative Director is inactive, the provisions of Article 30 (2) shall apply mutatis mutandis.

Article 17 (Convening Notice and Announcement)

1. ① When convening a general meeting of shareholders, the date, place and purpose of the meeting shall be notified in writing or electronically to each shareholder two weeks before the general meeting date.
2. ② Convening to shareholders who own less than one hundredth of the total number of issued stocks with voting rights may be announced on the Korea Economic Daily and the Maeil Economic Daily published in Seoul Metropolitan City, or on the electronic disclosure system operated by the Financial Supervisory Service or Korea Exchange about the intention and purpose of the convening of General Meeting of Shareholders two weeks before to replace the convening notice in writing or electronic document referred to in Paragraph.
3. ③ Deleted
4. ④ In the event that the Company notifies or announces the convening of a general shareholders meeting pursuant to Paragraphs ① and ②, it shall notify or publicize the matters prescribed in Paragraph 4 (3) of Article 542 of the Commercial Act. However, this is not the case if the information is posted on the Company's website and posted on the Company's head office/branch, transfer agency, or Korea Exchange.

Article 18 (Place of General Meeting of Shareholders)

The General Meeting of Shareholders shall be held at the head office, but may be held in a nearby area or Seoul area if necessary.

Article 19 (Chairman)

1. ① The Chairman of the General Meeting of Shareholders is the Representative Director.
2. ② If the Representative Director is inactive, the provisions of Article 30 ② shall apply mutatis mutandis.

Article 20 (Chairman's Authority to Maintain Order)

1. ① The Chairman may order persons who purposely speak or act in a manner to prevent or disrupt the deliberations of the General Meeting of Shareholders or disturb the public order of the General Meeting of Shareholders to stop or retract his/her remarks or to leave the place of meeting.
2. ② The Chairman may restrict the length and frequency of the speech of shareholders if it is necessary for the smooth deliberations of the General Meeting of Shareholders.

Article 21 (Voting Rights of Shareholders and Exercise by Proxy)

1. ① Each shareholder shall have one (1) vote for each share he/she owns, and his or her agent may exercise the voting right.
2. ② In the case of agent referred to in Paragraph ① above, the proxy holder shall file with the Company the documents evidencing the authority to act as a proxy before the General Meeting of Shareholders.

Article 22 (Restriction of voting rights for reciprocity)

If the Company, its parent Company or subsidiaries have stocks in excess of 1/10 of the total number of issued stocks of another Company, the stocks of the Company held by that other Company are not entitled to vote.

Article 23 (Split Voting)

1. ① If any shareholder who holds two (2) or more votes wishes to split his/her votes, he/she shall notify the Company in written form of such intent and the reasons therefor no later than three (3) days before the date set for the General Meeting of Shareholders.
2. ② The Company may refuse to allow the shareholder to split his/her votes unless the shareholder acquired the shares in trust or otherwise holds the shares for and on behalf of some other person.

Article 24 (Method of Resolution at the General Meeting of Shareholders)

The resolution of the General Meeting of Shareholders shall be made with a majority of the voting rights of the shareholders’ present, except as otherwise provided by laws and regulations, but not less than 1/4 of the total number of issued stocks.

Article 25 (Minutes of the General Meeting of Shareholders)

The substance of the course of the proceedings of the General Meeting of Shareholders and the results thereof shall be recorded in the minutes and shall be preserved at the head office and branches of the Company, after being affixed with the names and seal impressions or signatures of the Chairman and the Directors present.

Chapter 5 Directors, Board of Directors 

Article 26 (Number of Directors)

1. ① The directors of the Company consist of 3 or more and 9 or less.
2. ② The Board of Directors of the Company shall consist of 3 or more Independent Directors, and shall be the majority of the total number of directors. However, if the number of Independent Directors does not meet the requirements for the composition of the Board of Directors due to a vacancy, the requirements must be met at the first General Meeting of Shareholders convened after the cause arises.

Article 27 (Appointment of Directors)

1. ① Directors are appointed at the General Meeting of Shareholders.
2. ② Appointment of directors shall be made by a majority of the voting rights of the shareholders’ present, and not less than 1/4 of the total number of issued stocks.
3. ③ In the case of appointing 2 or more directors, the shareholders may exercise only one voting right for one owned stock, and the intensive voting system under Article 382-2 of the Commercial Act shall not be applied.

Article 27-2 (Recommendation of Independent Director)

1. ① The Independent Director Committee recommends candidates for Independent Directors from among those who have the qualifications stipulated by relevant laws and regulations such as the Commercial Act.
2. ② Details regarding the recommendation and qualification screening of candidates for Independent Directors shall be determined by the Independent Director Candidate Recommendation Committee.

Article 28 (Terms of Office of Directors)

1. ① The term of office of directors is less than 3 years. However, if the term of office expires before the General Meeting of Shareholders for the final settlement period, the term of office shall be extended until the end of the general meeting.
2. ② The Director so elected to fill a vacancy shall serve for the remainder of the predecessor.
3. ③ The Directors shall be up to six years, including a second term.

Article 28-2 (Dismissal and vacancy of director)

1. ① The dismissal of director is subject to Article 385 of the Commercial Act.
2. ② If a director falls under any of the following reasons, the director shall lose the position.
   1. 1. If the director submits a resignation letter to the Company
   2. 2. If the director is declared bankrupt
   3. 3. If the director is declared incompetence or quasi-incompetence
   4. 4. Upon the director’s decease

Article 28-3 (By-election of Directors)

1. ① In the event of any interim vacancy in the office of director, a substitute director shall be elected at the General Meeting of Shareholders. However, that the foregoing shall not apply if the number of remaining Directors satisfies the requirement of the law and such vacancy does not cause any difficulties in the business operation of the Company.

Article 29 (Appointment of Representative Director and Others)

1. ① The Representative Director of the Company is appointed by the resolution of the Board of Directors.
2. ② The Company may appoint chairman, vice-chairman, president, vice-president, executive director, and managing directors a few number among directors by the resolution of the Board of Directors.

Article 30 (Directors’ Duties)

1. ① The Representative Director represents the Company and oversees the overall business of the Company.
2. ② The vice president, executive director, managing director and directors assist the Representative Director and perform the duties of the Company as determined by the Board of Directors in case of an accident arises with the Representative Director.

Article 30-2 (Director's Obligation to Report)

1. ① The Directors shall report the execution status of their work to the Board of Directors at least once in every three (3) months.
2. ② If any Director finds any facts which may cause substantial losses to the Company, such Director shall promptly report to the Audit Committee thereof.

Article 30-3 (Executive Officer)

1. ① The Company may have executive officers (management staff) by the resolution of the Board of Directors.
2. ② The executive officer assists the Representative Director and performs the division and execution of the Company's business as determined by the Board of Directors.
3. ③ The number of executive officers, term of office, position, remuneration and appointment, etc. shall be determined by the Board of Directors.

Article 30-4 (Director's Responsibilities)

1. ① The directors are liable to the Company and a third party in the case of misconduct of duties, etc. as prescribed by laws such as the Commercial Act.
2. ② The director's responsibility to the Company pursuant to the preceding paragraph is limited to the amount equivalent to 6 times (three times in the case of Independent Directors) the amount of remuneration for the last one year prior to the day the director performed the act.
3. ③ The Company compensates for all litigation expenses, other losses, damages and liabilities that the directors borne or incurred in connection with the performance of the director's duties. However, this is not the case if such losses, damages, and debts are caused by a violation of duties due to the director's malice or gross negligence, or if compensation by the Company is not permitted by law.

Article 31 (Auditor's Duties)

(Clause deleted)

Article 32 (Auditor's Audit Record)

(Clause deleted)

Article 33 (Composition and Convening of the Meeting of Board of Directors)

1. ① The Board of Directors shall consist of Directors, and shall resolve important matters regarding the business affairs of the Company.
2. ②The Meeting of the Board of Directors shall be convened by the Representative Director or the director determined by the Board of Directors by giving notice to each Director seven (7) days prior to the Meeting. However, such convening procedures may be omitted with the consent thereon of all Directors.
3. ③ The Chairman of the Board of Directors shall be the authority of convening of the Board of Directors Meeting pursuant to Paragraph ②.

Article 34 (Resolutions of the Board of Directors)

1. ① The resolutions of the Board of Directors shall require the majority of directors present at the meeting and the majority votes of them. However, in the case of an equal number of votes, the chairman has voting rights. However, if the related laws stipulate otherwise, the related laws and regulations shall be followed.
2. ② The Board Meetings may allow all or part of the directors participate in the resolution by means of telecommunication that all directors can send and receive their voices simultaneously instead of being present at the meeting in person. In such case, a director participating in the meeting by such arrangement shall be considered present at the Meeting.
3. ③ Any director who has a related interest in the matters to be resolved at the Meeting of the Board of Directors shall be abstained from voting at such Meeting.

Article 35 (Minutes of the Board of Directors)

1. ① The proceedings of a Board meeting shall be recorded in the minutes.
2. ② The minutes for a Board meeting should record the agenda, proceedings, resolutions, the identity of dissenting directors and the reasons for such dissent and must be signed or affixed a seal by the Directors present at the meeting.

Article 35-2 (Committee)

1. ① The Company shall maintain Committees under the Board of Directors including Independent Director Recommendation Committee, Corporate Governance & Communication Committee, Remuneration Committee, and other committees that review and determine the matters entrusted by the Board of Directors.
2. ② The committee within the Board of Directors consists of two (2) or more directors, and its organization and operation are determined by the resolution of the Board of Directors.
3. ③ Articles 33,34 and 35 shall apply mutatis mutandis with respect to the committees.

Article 36 (Remuneration and Severance Pay for Directors)

1. ① The remuneration for directors is determined by the resolution of the General Meeting of Shareholders.
2. ② The severance pay for directors shall be paid in accordance with the executives' severance pay policy that has been resolved at the General Meeting of Shareholders.

Article 37 (Appointment of Advisor)

The Company may have advisors and counselors by the resolution of the Board of Directors.

Chapter 6 Audit 

Article 37-2 (Composition of the Audit Committee)

1. ① The Company establishes an Audit Committee pursuant to Article 35-2 in place of the auditor.
2. ② The Audit Committee is composed of three (3) or more directors.
3. ③ At least 2/3 of the committee members shall be Independent Directors, and the committee member who is not Independent Director shall meet the requirements of Article 542-10 (2) of the Commercial Act.
4. ④ Members of the Audit Committee shall appoint an audit committee from among the appointed directors after appointing a director at the general meeting of shareholders. In this case, one of the members shall be appointed as a director who becomes a member of the Audit Committee separately from other directors by resolution of the general meeting of shareholders.
5. ⑤ For appointment of members of the audit committee shall be a majority of the voting rights of the shareholders present, but shall be at least a quarter of the total number of issued shares. However, in the where voting rights can be exercised electronically pursuant to Article 368-4 (1) of the Commercial Act, it is a majority of the voting rights of the shareholders present.
6. ⑥ Members of the Audit Committee may be dismissed by a resolution of the general meeting of shareholders pursuant to Article 434 of the Commercial Act. In this case, the members of the Audit Committee pursuant to the proviso to paragraph (4) shall lose both the positions of directors and members of the Audit Committee.
7. ⑦ In the appointment and dismissal of members of the Audit Committee, shareholder with more than 3/100 of the total number of issued shares excluding those without voting rights (in the case of the largest shareholder, when appointing or dismissing a member of the Audit Committee other than an outside director, the shares owned by his/her related party and other persons prescribed by the Enforcement Decree of the Commercial Act shall be added up) shall not exercise voting rights with respect to the excess shares.
8. ⑧ The Audit Committee selects a person to represent the Committee by its resolution. In this case, the chairperson shall be an outside director.
9. ⑨ If the number of outside directors falls short of the constituent requirements of the audit committee prescribed in this Article due to reasons such as resignation or death of outside directors, it shall meet the requirements at the general meeting of shareholders convened for the first time after the cause occurs.

Article 37-3 (Term of Auditors)

(Clause deleted)

Article 37-4 (By-election of Auditors)

(Clause deleted)

Article 37-5 (Duties of Audit Committee)

1. ① The Audit Committee shall examine the operation and accounting of the Company.
2. ② The Audit Committee may request the Board of Directors to convene the Extraordinary General Meeting of Shareholders by submitting documents stating the agenda and reasons for convening such meeting.
3. ③ The Audit Committee may request business reports from any subsidiary of the Company when it is necessary to perform its duties. In this case, if such subsidiary does not report to the Audit Committee immediately or the Audit Committee needs to verify the contents of the reports, it may investigate the status of business and the financial condition of the subsidiary.
4. ④ The Audit Committee shall appoint the external auditor.
5. ⑤ In addition to the matters referred to in Paragraph ① or ④, the Audit Committee shall dispose of the matters delegated by the Board of Directors.
6. ⑥ Regarding the resolution of the audit committee, the Board of Directors cannot make a second resolution.

Article 37- 6 (Audit Record)

The Audit Committee shall record the substance and results of its audit in the Audit Committee’s record, on which the name and seal of the Audit Committee member who has performed such audit shall be affixed or shall be signed by such Audit Committee member.

Article 37-7 (Audit's Compensation and Severance Pay)

(Clause deleted)

Chapter 7 Calculation 

Article 38 (Business Year)

The business year of the Company is from January 1st to December 31st of each year.

Article 39 (Preparation and Display of Financial Statements and Business Report)

1. ① The Representative Director of the Company shall prepare the following documents to be submitted to the Ordinary General Meeting of Shareholders, together with supplementary data and business reports, and have such documents audited by the Audit Committee no later than six (6) weeks before the date of the Ordinary General Meeting of Shareholders:
   1. 1. Balance sheet
   2. 2. Statements of profit and loss
   3. 3. Other documents that reflect the Company’s financial position and management performance according to the related laws
2. ② The Audit Committee shall submit an audit report to the Representative Director no later than one (1) week before the date of the Ordinary General Meeting of Shareholders.
3. ③ The Representative Director shall keep file copies of the documents described in Paragraph ① with the business report and the Audit Committee’s audit report thereon, at the head office of the Company for five (5) years and certified copies of all such documents at the branches of the Company for three (3) years, beginning from one (1) week before the date of the Ordinary General Meeting of Shareholders.
4. ④ Immediately upon obtaining approval for the documents mentioned in Paragraph ① above from the General Meeting of Shareholders, the Representative Director shall make a public notice of the balance sheet and the opinion of an external auditor.

Article 40 (Disposal of Profits)

The Company shall dispose of the unappropriated retained earnings as of the end of each business year as follows:

1. 1. Earned surplus reserves
2. 2. Other statutory reserves
3. 3. Dividends
4. 4. Temporary reserves
5. 5. Other appropriation of earned surplus

Article 40-2 (Retirement of Shares)

1. ① The Company may retire the shares within the scope of profits attributable to the shareholders, by the resolution of the Board of Directors.
2. ② In order to retire the shares pursuant to Paragraph (1), the Board of Directors shall adopt the following resolutions:
   1. 1. Types and the total number of shares to be retired
   2. 2. The total amount of shares to be acquired for retirement
   3. 3. Acquisition period or retirement date. In this case, the date shall be before the Ordinary General Meeting of Shareholders to be held first after the resolution of such retirement.
3. ③ In case of acquisition of shares for the purpose of retirement pursuant to Paragraph ①, such acquisition shall be made in accordance with the acquisition method and criteria as prescribed below.
   1. 1. In accordance with the method of Article 165-2 (2) 1 or 2 of the Capital Markets and Financial Investment Business Act. In this case, in accordance with the method of Article 165-2 (2) 1 of the Capital Markets and Financial Investment Business Act, the acquisition period and method shall comply with the standards prescribed by the Enforcement Decree of the same Act.
   2. 2. Total price of the shares to be acquired for the purpose of retirement shall be not more than the amount as prescribed in the relevant laws, such as the Enforcement Decree of the Financial Investment Services and Capital Market Act, within the scope available for dividend as at the end of such business year pursuant to Article 462, Paragraph (1) of the Commercial Code.
4. ④ When the shares are retired pursuant to Paragraph ①, the matters referred to in each Subparagraph of Paragraph ② and the purpose of retirement shall be reported to the Ordinary General Meeting of Shareholders to be held first after the resolution of such retirement.

Article 41 (Dividends)

1. ① Dividends may be distributed in cash or stock.
2. ② In the case where the dividends are to be distributed in stock and the Company has several classes of shares, the stock dividend distribution may be made in shares of different classes by a resolution of the General Meeting of Shareholders.
3. ③ Dividends of Paragraph ① above shall be paid to the shareholders registered in the Company’s registry of shareholders or the registered pledgees as of the last day of each settlement term.

Article 42 (Expiration of Right to Payment of Dividends)

1. ① The right to demand payment of dividends shall extinguish by prescription if not exercised within five (5) years.
2. ② The dividends, of which the right has been extinguished under Paragraph ① above, shall be kept by the Company.

Article 42 - 2 (Interim Dividends)

1. ① The Company may distribute interim dividends to its shareholders as of 00:00, July 1 in accordance with Article 165-12 of the Capital Markets and Financial Investment Business Act. Such interim dividends shall be made in cash.
2. ② Interim dividends provided under Paragraph ① shall be decided by resolution of the Board of Directors, which resolution shall be made within forty-five (45) days from the date specified in Paragraph ①.
3. ③ The maximum amount to be paid as interim dividends shall be calculated by deducting the following amounts from the net asset amounts recorded in the balance sheet of the previous settlement term.
   1. 1. The amount of capital in the settlement period
   2. 2. The aggregate amount of capital reserves and legal reserves which had been accumulated up until previous settlement period
   3. 3. The amount which was resolved to be distributed as dividends at an ordinary general meeting of shareholders of the previous settlement period
   4. 4. Voluntary reserves which had been accumulated for specific purposes in accordance with the relevant provisions of the Articles of Incorporation or by resolution of a general meeting of shareholders until the previous settlement period
   5. 5. Eared surplus reserves to be accumulated for the settlement term concerned as a result of the interim dividends
   6. 6. Unrealized profits determined by the Enforcement Decree of the Commercial Act
4. ④ In the event the Company has issued new shares (including those shares issued by way of conversion of reserves into capital stock, stock dividends, request of conversion of convertible bonds or exercise of warrants) prior to the date set forth in Paragraph ① above, but after the commencement date of the business year concerned, the new shares shall be deemed to have been issued at the end of the business year immediately prior to the business year for the purpose of interim dividends.
5. ⑤ When distributing interim dividends, the same dividend rate as that of the common shares of the Company shall be applied to the preferred shares pursuant to Article 7-2.

Article 43 (Shareholder's Right to Access Accounting Books)

In order for a shareholder who has stocks owned by the Commercial Act to request for reading or copying of books and documents in accounting, it shall certify in writing that the request has a justifiable reason.

ADDENDA

1. ① These articles of incorporation shall take effect on March 15, 2019, approved by the 43rd Ordinary General Meeting of Shareholder. However, the amendments to Articles 7, 9, 10, 13-2, and 14 shall take effect from September 16, 2019, when the 「Enforcement Decree of the Electronic Registration of Stocks and Bonds」 becomes effective.
2. ① These Articles of Incorporation will take effect on March 25, 2020.