Article 1 (Trade Name)

Article 1-2 (Governance Charter)

Article 2 (Business Purpose)

1. Manufacturing, development, sale, import and export of materials and raw materials related to batteries, video display devices, and information and communication devices;

2. Recycling and sale of products and raw material by-products;

3. Technology service, including, but not limited to, research, development, investigation, test analysis and process operations of technologies;

4. Sale and license of intangible assets and intellectual properties and related services;

5. Management consulting and office support services;

6. Logistics, including, but not limited to, transportation, storage, loading and unloading, and provision of services and information related thereto;

7. Production, transportation and supply of new or renewable energy, activities related to energy efficiency and emissions trading;

8. Investment, financing, management and operation of new technology related businesses, including, but not limited to, venture capital business activities;

9. Construction, ownership, operation, purchase, sale and lease of plants, facilities, equipment and real estate in relation to business activities set forth in the foregoing paragraphs or new business activities; and/or

10. Other business activities and business activities that are incidental to, related to or directly or indirectly beneficial to the Company in achieving the foregoing business objectives.

Article 3 (Principal Office and Branch Offices)

Article 4 (Public Notice)

Article 5 (Total Number of Shares to be issued)

Article 6 (Par Value)

Article 7 (Total Number of Shares issued at the Time of Incorporation)

Article 8 (Types of Shares)

① The types of shares to be issued by the Company shall be registered common shares or registered class shares (“Jong Ryu Ju Sik” in Korean).

② Registered class shares issued by the Company shall be preferred shares on dividends for profits, shares on exclusion or restriction of voting rights, redeemable class shares, convertible class shares (including the expiration date) or a combination of all or some.

Article 9 (Preferred Shares for Dividends)

① The Company may issue class shares with a preference for dividends (hereinafter referred to as ‘preferred shares for dividends’), and the number of issued shares shall not exceed 12 million (12,000,000) shares.

② For preferred shares for dividends, the amount according to the preferred ratio determined by the BOD based on the par amount shall be distributed in cash or stock. In this case, the preferred ratio shall be determined by the BOD at the time of issuance in consideration of the dividend rate for the past three years, the need for funding, market conditions, and other circumstances related to the issuance of preferred shares for dividends.

③ In the event that the dividend rate of common shares exceeds the dividend rate of preferred shares for dividends, the BOD may determine the excess amount by participating in the same ratio as that of common shares, or no dividends, at the time of issuance.

④ If a predetermined dividend is not paid for preferred shares on dividends in any business year, the BOD may determine whether to distribute the accrued undivided dividends with priority in the next business year, or to not transfer the accrued undivided dividends to the next business year.

Article 9-2 (Class Shares Excluding Voting Rights)

① The Company may issue class shares which exclude voting rights (the “Class Shares Excluding Voting Rights”), up to Twelve Million (12,000,000) shares.

② The BOD may determine, at the time of the relevant issuance, whether or not, in cases where it is resolved that there would be no dividend payouts on the Class Shares Excluding Voting Rights, the shares would have the voting rights from the period commencing on the immediately following general meeting of shareholders and ending on the general meeting of shareholders at which the dividends are resolved to be paid out.

Article 9-3 (Class Shares with Limited Voting Rights)

① The Company may issue class shares with limited voting rights (the “Class Shares with Limited Voting Rights”) for all or part of the following resolutions at the general meeting of shareholders, up to Twelve Million (12,000,000) shares.
1. Appointment and dismissal of directors;
2. Amendments of the Articles of Incorporation;
3. Merger of the Company;
4. Spin-off or spin-off merger of the Company;
5. Any act which falls under Article 374 (1) of the Commercial Act;
6. Comprehensive exchange of shares, comprehensive transfer of shares;
7. Capital reduction;
8. Dissolution of the Company; and
9. Organizational change of the Company.

② The BOD may determine, at the time of the relevant issuance, whether or not, in cases where it is resolved that there would be no dividend payouts on the Class Shares with Limited Voting Rights, notwithstanding subsection (1) above, the shares would have the voting rights from the period commencing on the immediately following general meeting of shareholders and ending on the general meeting of shareholders at which the dividends are resolved to be paid out.

Article 9-4 (Redeemable Class Shares)

① The Company may issue class shares for which the Company or its shareholders have the option of redemption (the “Redeemable Class Shares”), up to Twelve Million (12,000,000) shares.

② The BOD may determine, at the time of the relevant issuance, that Redeemable Class Shares can be redeemed at the Company’s choice or at the request of shareholders in accordance with the following subparagraphs.
1. The redemption price shall be the amount added to the issued value, and in this case, the added amount shall be determined by the BOD at the time of issuance in consideration of the dividend rate, market conditions, and other circumstances related to the issuance of Redeemable Class Shares. However, if the redemption price is to be adjusted, the meaning that the redemption price can be adjusted, the reason for the adjustment, the date and method of the adjustment shall be determined by the BOD.
2. The redemption period or redemption claim period shall be determined by the BOD at the time of issuance within the range of one month after the end of the ordinary general meeting of shareholders for the fiscal year in which the 30th anniversary of issuance falls from the day following the end of the ordinary general meeting of shareholders in the fiscal year in which the issuance date belongs. However, if any of the following reasons occur, the redemption period shall be extended despite its expiration, until the cause is resolved.
  i. In case of failure to redeem within the redemption period; or
  ii. In case the preferential dividend is not completed.
3. In the case of redemption at the Company’s option, the Company may redeem the Redeemable Class Shares at once or in installments. However, in the case of installments, the Company may determine the Redeemable Class Shares by lot drawing or pro rata method, and the fractional shares generated in the case of pro rata shall not be redeemed.
4. In the case of redemption at the Company’s option, the Company shall notify or publicly announce to the shareholders of the shares and the right holders listed in the list of shareholders two(2) weeks prior to the acquisition date of the shares subject to redemption.
5. When a shareholder requests redemption from the Company, s/he may request redemption of all of the Redeemable Class Shares at once or in installments. However, the Company may repay in installments if dividends are insufficient at the time of request for redemption, and in case of repayment in installments, the Company may determine the shares to be redeemed by lot drawing or pro rata method, and in case of pro rata the fractional shares generated shall not be redeemed.
6. Shareholders requesting redemption shall set a period of at least two(2) weeks and notify the Company of their intention to redeem and the shares subject to redemption.

③ The Company may deliver securities (excluding other types of shares) other than cash or other assets in return for the acquisition of redeemable shares.

Article 9-5 (Convertible Class Shares with Expiration Date)

① The Company may issue class shares for conversion with the expiration date (hereinafter, the “Convertible Class Shares with Expiration Date”), and the number of issued shares shall not exceed Twelve Million (12,000,000) shares.

② The duration of the Convertible Class Shares with Expiration Date is ten(10) years from the issuance date, and upon expiration of this period, it is converted into a type of shares determined by the BOD at the time of issuance.

③ If the predetermined dividend is not completed by the expiration date of the conversion period, the period is extended until the predetermined dividend is completed.

Article 9-6 (Convertible Class Shares)

① The Company may issue class shares for which the Company or its shareholders have the right to convert (hereinafter, the Convertible Class Shares), and the number of issued shares shall not exceed Twelve Million (12,000,000) shares.

② The BOD may determine, at the time of the relevant issuance, that Convertible Class Shares can be converted at the Company’s choice or at the request of shareholders in accordance with each of the following subparagraphs.
1. Shares to be issued due to conversion shall be of the type determined by the BOD at the time of issuance;
2. The number of shares to be issued due to conversion shall be the same as the number before conversion, but the BOD may decide otherwise or may determine the intention and reason for which the conversion price may be adjusted.
3. The BOD determines, at the time of issuance, the conversion or the period during which conversion can be requested within the range of thirty (30) years from the date of issuance.
4. Class shares that can be converted at the Company’s option may be converted in the following cases:
  i. If there is a tender offer for the Company’s stock.
  ii. When a specific person or a personal related thereto acquires 15% or more of the total number of shares issued by the Company (excluding non-voting shares).
  iii. When the largest shareholder of the Company changes.
  iv. If the share price of common shares exceeds the share price of Convertible Class Shares for at least one (1) month.

Article 10 (Types of Share Certificates)

When the Company issues share certificates, the share certificates shall be 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) shares.

Article 11 (Preemptive Rights)

① Each existing shareholder of the Company shall have the preemptive right to subscribe pro rata for any newly issued shares; provided, however, that the BOD may by resolution determine the allotment method of newly issued shares and other issuance related matters in any of the following cases:
  1. where any person having a preemptive right abandons or forfeits such preemptive right in whole or in part; or
  2. where there remain fractional shares resulting from the allotment at the exercise of preemptive rights.

② Notwithstanding the preemptive rights granted to existing shareholders under the preceding subsection (1), at the resolution of the BOD which decide on the kind, number, and the issue price of the shares to be issued, etc., the Company may allot newly issued shares to individuals or entities other than existing shareholders, in each of the following cases: provided, however, that the number of newly issued shares allotted under paragraph 1 or paragraph 3 below shall not exceed thirty percent (30%) of the total number of outstanding shares, including the relevant allocation rate in each case:
  1. where the Company issues new shares to business partners for the purposes of business alliances in the introduction of new technology, joint research and development, production, and marketing;
  2. where the Company issues new shares for the purpose of meeting the Company’s business necessity by introducing foreign investment pursuant to the Foreign Investment Promotion Act;
  3. where the Company issues new shares to domestic or overseas financial institutions for the purpose of financing;
  4. where pursuant to the applicable laws, the Company issues new shares by public offering;
  5. where pursuant to the applicable laws, the Company issues new shares for the purpose of issuing the depository receipts (DR);
  6. where new shares are preferentially allocated to employees of the employee stock ownership association of the Company in accordance with the provisions of relevant laws;
  7. where new shares are issued due to exercise of stock options under the relevant laws;
  8. where new shares can be allocated to persons other than shareholders in accordance with relevant laws;
  9. when soliciting new shares for listing on the stock market or having the underwriters take over for solicitation; or
  10. where the BOD determines it necessary for the achievement of the Company’s operational objectives such as improvement of financial structure, etc.

③ New shares issued as a result of a capital increase, whether for consideration or not, exercise of a stock option or declaration of stock dividends, shall be deemed, for the purpose of determining rights to dividends on such new shares, to have been issued as of the last day of the business year directly preceding the business year in which such new shares are actually issued.

④ In cases of a capital increase, whether for consideration or not, or stock dividends, the Company shall, in principle, issue common shares with respect to the common shares, and the Non-Voting Preferred Shares with the same characteristics with respect to the Non-Voting Preferred Shares in proportion to the respective shareholdings; provided, however, the Company may, out of necessity, issue only a single class/type of shares, and in such cases, all the shareholders shall be entitled to be allotted with, or receive, the shares to be issued.

Article 12 (Stock Option)

① By a special resolution of a general meeting of shareholders, the Company may grant, within the limit as stipulated under the applicable laws, a stock option to officers and employees of the Company, and persons eligible in accordance with the applicable laws, who have contributed to the establishment, management or technical innovation, among others, of the Company or who have the ability to contribute thereto as stipulated under the applicable laws; provided, however, to the extent allowed by law, the BOD by resolution may grant such stock option.

② The class of shares to be issued at the exercise of the stock option (or the stock on the basis of which the difference between the exercise price of the option and the market value is determined, in case of distribution in cash or treasury stocks of the said difference), shall be the class of shares as determined at the general meeting of shareholders or by the BOD, granting the relevant stock options.

③ The stock option may be exercised within the period as determined by a general meeting of shareholders or by resolution of the BOD. In any event such stock option shall be exercised within seven (7) years from the date that such option can be first exercised.

④ Any officer or employee who is granted a stock option may exercise his/her stock option only after having served as an officer or employee of the Company for at least two (2) years from the date of resolution in subsection (1) above, save as stipulated in the relevant laws.

⑤ The Company may cancel the stock option of any grantee by resolution of the BOD in any of the following cases:
  1. where the officer or employee resigns or retires from the Company at will after being grated a stock option;
  2. where the officer or employee intentionally or negligently causes material damage to the Company; or
  3. by operation of any cancellation provision in the contract or applicable law that grants such stock option.

Article 13 (Transfer Agent)

① The Company shall appoint a transfer agent (hereinafter referred to as “Transfer Agent”) in relation to the transfer of the titles to its shares.

② The Transfer Agent, its office and the scope of services to be provided by the Transfer Agent on behalf of the Company shall be determined by a resolution of the BOD.

③ The Company shall have the register of shareholders (the “Register of Shareholders”) or a copy thereof kept and maintained at the office of the Transfer Agent and shall entrust to the Transfer Agent the electronic registration of shares, management of stockholder’s register, transfer of titles to shares, registration or cancellation of pledges created on shares, registration or cancellation of the property in trust, issuance of share certificates, reception of reports and other share-related matters.

④ The procedure of dealing with such matters as mentioned in subsection (3) above shall be subject to the regulation concerning the securities title transfer by Transfer Agent, etc.

Article 14 (Report of Addresses, Names and Seals or Specimen Signatures of Shareholders, etc.)

① Shareholders and pledge registrants shall report to the Transfer Agent described in Article 13 their names, addresses, seals or specimen signatures, etc.

② Each of the shareholders and pledge registrants residing abroad shall designate and report to the Transfer Agent his/her local address to which and his/her agent to whom notices may be given by the Company within the Republic of Korea.

③ Any change in the information mentioned in subsections (1) and (2) above shall also be reported to the Transfer Agent accordingly.

④ The Company shall not be responsible for damages caused by neglecting the reporting duties set out in the above subsections.

Article 15 (Closing of Register of Shareholders and Record Date)

① The Company makes those shareholders whose names appear in the register of shareholders as of the 31st of December of each year exercise their rights at the ordinary general meeting of shareholders.

② In the event where an extraordinary general meeting of shareholders is convened, or in any other necessary cases, the Company, by resolution of the BOD, may set a separate date after making a public announcement two (2) weeks in advance.

Article 17 (Issuance of Convertible Bonds)

① The Company may issue convertible bonds to individuals or entities other than shareholders by a resolution of the BOD to the extent that their aggregate par value of such bonds shall not exceed One Trillion Korean Won (₩1,000,000,000,000), in any of the following cases:
  1. where the Company issues convertible bonds by public offering;
  2. where the Company issues convertible bonds for the purpose of meeting the Company’s business necessity by introducing foreign investment pursuant to the Foreign Investment Promotion Act;
  3. where the Company issues convertible bonds to its business partner in order to form business alliances for the acquisition of new technology, joint research and development, productions, sales, capital and marketing;
  4. where the Company issues convertible bonds to domestic or overseas financial institutions in order to raise capital;
  5. where the Company issues convertible bonds abroad pursuant to the applicable laws out of the Company’s business needs; or
  6. where the BOD determines it necessary for the achievement of the Company’s business objectives such as improvement of financial structure, financing, strategic alliance, etc.

② The Company grants convertible bonds referred to in subsection (1) above pursuant to a resolution of the BOD, and may issue convertible bonds on the conditions that only a part of the convertible bonds are granted the right to be converted into shares.

③ The shares issued upon conversion shall be the class/type of shares as determined by the BOD at the time of the issuance of the relevant convertible bonds. The applicable conversion price shall be determined by a resolution of the BOD at the time of issuance of the bonds but shall not be lower than the par value of each share.

④ The conversion period shall be set at the time of issuance as determined by the BOD, which period shall be within the period from one (1) day after the date of issuance to one (1) day before the redemption date.

⑤ The shares issued by the conversion of convertible bonds into shares shall be deemed, for the purpose of determining rights to dividends and interest on such new shares, to have been issued as of the last day of the business year directly preceding the business year in which the conversion right is exercised.

⑥ Articles 13 and 14 shall apply mutatis mutandis to the issuance of the convertible bonds.

Article 18 (Issuance of Bonds with Warrant)

① The Company may issue bonds with warrant to any individuals or entities other than shareholders by a resolution of the BOD to the extent that their aggregate par value does not exceed One Trillion Korean Won (₩1,000,000,000,000), in any of the following cases:
  1. where the Company issues bonds with warrant by public offering;
  2. where the Company issues bonds with warrant for the purpose of meeting the Company’s business necessity by introducing foreign investment pursuant to the Foreign Investment Promotion Act;
  3. where the Company issues bonds with warrant to its business partner in order to form business alliances for the acquisition of new technology, joint research and development, productions, sales, capital and marketing;
  4. where the Company issues bonds with warrant to domestic or overseas financial institutions in order to raise capital;
  5. where the Company issues bonds with warrant abroad, pursuant to the applicable laws; out of the Company’s business needs; or
  6. where the BOD determines it necessary for the achievement of the Company’s business objectives such as improvement of financial structure, financing, strategic alliance, etc.

② Of the total aggregate par value of the bonds with warrants, the BOD shall determine the amount that may be used to purchase newly issued shares. Such amount shall not exceed the aggregate par value of the bonds with warrants.

③ The shares issued upon exercise of the warrant shall be the class/type of shares as determined by the BOD at the time of the issuance of the relevant bonds with warrant. The applicable issue price of the shares shall be determined by a resolution of the BOD at the time of issuance of the bonds with warrant but shall not be lower than the par value of each share.

④ The period in which holders of bonds with warrant are entitled to exercise such warrant hereunder shall be set at the time of issuance as determined by the BOD, which period shall be within the period from one (1) day after the date of issuance to one (1) day before the redemption date.

⑤ The shares issued by the exercise of the warrant for bonds with warrant stipulated under subsection (1) shall be deemed for the purpose of determining rights to dividends and interest on such new shares to have been issued as of the last day of the business year directly preceding the business year in which the warrant is exercised.

⑥ Articles 13 and 14 shall apply mutatis mutandis to the issuance of bonds with warrant.

Article 18-2 (Application Provisions regarding Issuance of Bonds)

The provisions of Article 13 and 14 shall apply mutatis mutandis to the issuance of bonds.

Article 20 (Person with the right to convene)

① A general meeting of shareholders shall be convened by the Representative Director pursuant to a resolution of the BOD except where applicable laws provide otherwise.

② Article 33 subsection 5 shall apply in the event the Representative Director is absent.

Article 21 (Notice and Public Announcement)

Article 22 (Place of Meeting)

Article 23 (Chairperson)

Article 24 (Chairperson’s Authority to Maintain Order)

Article 25 (Voting Right)

Article 26 (Split Exercise of Voting Rights)

① When a shareholder with two or more cotes desires to split his/her voting rights, s/he shall notify the Company of the intention and reason thereof three (3) days prior to the meeting date in writing or electronically.

② The Company may reject the shareholder’s split exercise of voting rights. However, the foregoing shall not apply in case the shareholder has acquired a trust of shares or holds the shares for other persons.

Article 27 (Exercise of Voting Rights by Proxy)

① Each shareholder may exercise his/her vote at the general meeting of shareholders by lawfully designated proxy.

② The proxy shall present to the general meeting of shareholders the appropriate documentation evidencing his/her power of attorney.

Article 28 (Method of Adoption of Resolution)

Article 29 (Minutes of the General Meeting of Shareholders)

Article 31 (Term of Office and Vacancy of Directors)

① The term of office of each Director shall expire at the end of the third (3rd) ordinary general meeting of shareholders held subsequent to such Director’s assumption of office.

② When the vacancy in the BOD occurs (hereinafter meaning that the number of its Directors does not meet the requirements for the composition of the board of directors provided in the Commercial Act and these Articles of Incorporation), the Company shall elect a Director at a general meeting of shareholders called for the first time after the occurrence of the cause of such vacancy.

Article 32 (Remuneration and Retirement Allowance of Directors)

① Directors’ remuneration shall be determined by a resolution of a general meeting of shareholders.

② Retirement allowance for Directors shall be paid in accordance with the Company’s regulations concerning the retirement allowance which shall have been duly approved by a resolution of a general meeting of shareholders.

Article 33 (Election of the Representative Director, Duties of Directors)

① The Company may elect one (1) or more Representative Directors among the Directors by resolutions of the BOD.

② The Representative Director shall represent the Company and direct the Company’s overall business.

③ Directors shall perform their duties pursuant to such authority and responsibility as provided by applicable laws and the Articles of Incorporation.

④ The Company may appoint Director(s) among the Directors to carry on business assisting the Representative Director in accordance with the decision made by the BOD.

⑤ In the absence of the Representative Director, the Director designated by the Representative Director shall act on behalf of the Representative Director, or if no designation has been made the Board of Directors shall decide.

Article 35 (Convening of Meetings)

① In the event that the chairperson of the BOD deems it necessary and reasonable, or one (1) or more Directors so request and the request is acknowledged as justifiable, a meeting of the BOD shall be convened by the chairperson of the BOD.

② Notice of each meeting of the BOD stating the date and the place of the meeting, and the agenda for which the meeting has been called shall be given at least five (5) days prior to the date of the meeting; provided, however, that in case of urgency, the notice may be made a day prior to the date of meeting.

③ Meetings of the BOD may be held without conforming to the procedure set forth in subsection (2) above if the written consent of all Directors is obtained.

Article 36 (BOD Resolutions)

① Resolutions of the BOD shall be adopted when a majority of all Directors in office are present by a majority of votes of those present, except where applicable laws or a separate decision of the BOD provide for stricter requirements..

② The BOD may allow all Directors or a part thereof to participate in resolutions of the BOD through the means of communication transmitting and receiving voices simultaneously, in lieu of attending such a meeting in person. In such a case, such Director(s) shall be deemed to have attended such a meeting in person.

Article 37 (Minutes)

Article 38 (Committees)

① The Company shall establish the following committees within the BOD:
  1. audit committee (the “Audit Committee”);
  2. Committee for recommendation and nomination of outside Directors; and
  3. other special purpose committees resolved by the BOD.

② The BOD may delegate its powers to a Committee except for the following actions:
  1. proposals that need approval of the general meeting of shareholders;
  2. appointment and dismissal of the Representative Director; and
  3. the establishment of a Committee and the appointment and dismissal of its members.

③ Other matters regarding composition, authority and administration of each committee shall be determined by resolution by the BOD.

④ The provisions under Articles 34 to 37 shall apply mutatis mutandis to the Committees.

Article 39 (Audit Committee)

① Instead of the office of auditor, the Company shall establish the Audit Committee pursuant to Article 38.

② The Audit Committee shall consist of three (3) or more Directors.

③ Two-thirds (2/3) or more of the members of the Audit Committee shall be outside Directors and members of the Audit Committee shall meet the requirements of the applicable laws including, but not limited to, Commercial Act.

④ The Audit Committee shall appoint by resolution a member to represent the Audit Committee. Several members may jointly represent the Audit Committee.

Article 39-2 (Duties of the Audit Committee)

① The Audit Committee shall examine the accounts and corporate affairs of the Company.

② The Audit Commit may request the BOD to convene a BOD meeting by submitting a document which states the objective and grounds for convening such meeting to a Director (or a person with the right to convene, where applicable).

③ If the Director fails to immediately convene a BOD meeting despite the request in subsection (2) above, the Audit Committee may convene a BOD meeting.

④ The Audit Committee may request to convene an extraordinary meeting of shareholders by submitting a document which states the objective and grounds for convening such meeting to the BOD.

⑤ The Audit Committee may request the Company’s subsidiary company to report the details of its operations, if deemed necessary to fulfill its duty. In such a case, if the subsidiary company fails to immediately report the details or if deemed necessary to verify the contents of the report, the Committee may investigate the subsidiary’s business operations and financial status.

⑥ The Audit Committee shall elect the Company’s external auditors.

⑦ The Audit Committee shall handle matters delegated by the BOD, other than as set forth in subsections (1) through (6).

⑧ The BOD may not overthrow a resolution adopted by the Audit Committee.

⑨ The Audit Committee may obtain expert advice at the Company’s costs.

⑩ The Audit Committee shall prepare an audit report, which shall record its auditing principles and results, printed and sealed or signed by each Audit Committee member that participated in the audit.

Article 41 (Business Year)

Article 42 (Financial Statement and Business Report)

① The Representative Director shall prepare an annual business report as well as the following documents together with supporting documents, obtain approval of the BOD at least six (6) weeks prior to the date of an ordinary general meeting of shareholders, obtain examination by the Audit Committee, and submit the same to the ordinary general meeting of the shareholders:
  1. Balance sheet;
  2. Income statement; and
  3. Documents showing the financial conditions and business performance of the Company as stipulated in the relevant laws.

② If the Company becomes subject to the applicable laws which require the Company to prepare the consolidated financial statements, each document listed in subsection (1) above shall include consolidated financial statements.

③ The Audit Committee shall submit its report to the Representative Director at least one (1) week prior to the date of the ordinary general meeting of shareholders.

④ The Representative Director shall keep and give a public notice of the financial statements as required under the relevant laws.

⑤ Upon obtaining approval of the general meeting shareholders on the documents specified in subsection (1), the Representative Director shall without delay publish the balance sheet and external auditor’s opinion.

Article 43 (Disposition of Profit)

Article 44 (Payment of Dividends)

① Dividends may be paid in cash or shares.

② Dividends distributed in the form of shares, the Company may issue other types of shares in accordance with the resolution of the general meeting of shares.

③ Dividends referred to in subsection(1) shall be paid to shareholders or pledges who are registered in the Register of Shareholders of the Company as of the last day of each business year.

④ In case the dividends referred to in subsection (1) above are not claimed within five (5) years from the date such dividend was first paid, then the right to such dividend shall be deemed waived and such waived dividends shall be income to the Company. No interest shall accrue on any unpaid dividend.

Article 45 (Interim Dividends)

① The Company may pay interim dividends to the shareholders as of the midnight of July 1st as prescribed in the Commercial Act. The interim dividends shall be paid in cash.

② The interim dividends described in subsection (1) above shall be paid by the resolution of the BOD and the specific matters with regard to the interim dividends, such as the method of payment and limitations shall be in accordance with the Commercial Act.

③ If any new shares have been issued prior to the respective record dates specified in subsection (1) above following the commencement date of the current business year (including as a result of capitalization of reserves, stock dividends, requests for conversion of convertible bonds to the shares and the exercise of warrants with respect to bonds with warrant), such new shares shall be deemed to have been issued at the end of the immediately preceding business year with respect to interim dividends hereunder.

④ With respect to interim dividends, the same dividend rate applicable to common shares shall be applied to the Non-Voting Preferred Shares.

⑤ Subsection (4) of Article 44 shall apply mutatis mutandis to the payment of interim dividends.

Article 46 (Retirement of Shares)

① The shares may be retired pursuant to the provisions on capital reduction in the relevant laws.

② Notwithstanding the paragraph (1) of this Article above, the Company may retire the shares held by the Company by the resolution of the BOD pursuant to the applicable laws and regulations.

Article 48 (Scope of Application)

Article 49 (Remuneration, Retirement Allowance for Officers who are not Directors)

Article 50 (Electronic Registration of Stocks, Etc.)

① The Company shall register the rights of stocks, etc. in the electronic register, instead of issuing securities or certificate pursuant to “Act on Electronic Registration of Stocks, Bonds, Etc.” and other relevant laws.

② Notwithstanding subsection (1) above, where the Company has no obligation under relevant law to undertake electronic registration, it may not undertake such electronic registration.

③ Stocks, etc., which were already registered electronically pursuant to subsection (1) above, shall not be subject to Articles 10 and 14.

Article 51 (Safety and Health Management)