IR

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Article
The 36th Amendment (March 28, 2023)

General Provisions


Article 1. Trade Name
The company name shall be Daekyo Co., Ltd. (herein after the company)

Article 2. Purposes
The purposes of the company is to conduct the following businesses:
1. Educational service business
2. Education, publishing and culture business
3. Education-related advisory and evaluation business
4. Internet-enabled education business
5. Database and online information provision business
6. Wholesale and retail business of books and study materials
7. Professional design business
8. Manufacturing and sales business of educational toys
9. Wholesale and retail discount distribution and agency operation business of child (educational) products
10. Operational and management business of childhood education (exercise, playful learning) programs
11. Operational business of private educational institutions for foreign languages
12. Operational business of private educational institutions for design
13. Operational business of private educational institutions for computers
14. Operational business of private educational institutions for complementary learning
15. Operational business of private educational institutions for mental arithmetic
16. Operational business of private educational institutions for entrance examination
17. Computer program production and sales business
18. Information and communication business
19. Tourism and lodging business
20. Newspaper and magazine publishing and sales business
21. Insurance agency business
22. Parking lot management and operation business
23. Youth training center operation and management business
24. Research institute (social science, business strategy and educational science) operation and management business
25. Trading business (educational tools and materials, books)
26. Sports, competitions and other related businesses
27. Information service (education, culture, travel and arrangement) business
28. Wholesale/retail distribution (department stores, franchises and super centers) business
29. Warehouse and logistics business
30. Establishment and operation of in-house language training centers
31. General cable broadcasting program supply business
32. Video program production, sales and rental business
33. Video program import and export business
34. Audio and video production and sales business
35. Broadcasting equipment rental business
36. Video program character business
37. Video business and music video production and sales business
38. Film production and sales business
39. Foreign film import business
40. Park operation (including the sales of food, beverage and other product) business
41. Comprehensive recreational business
42. Manufacturing, development, sales, rental and service business of computers and peripherals
43. Manufacturing, development, sales, rental and service business of multimedia hardware and software
44. Door sales and mail-order sales business
45. Transportation, storage and distribution business
46. Stationery manufacturing and wholesale/retail business
47. Automotive and transportation business and transportation brokerage business
48. Transportation and freight business and courier business
49. Training center operation business
50. Cultural business
51. Lodging business
52. Food and hospitality business
53. Water leisure business and water leisure facility rental business
54. Construction business
55. Newly built house sales and real estate rental business
56. Knowledge information provision business
57. Education and training and research service business
58. Education consignment business
59. Management diagnosis and evaluation business of education and training
60. Educational advisory and consulting business
61. Teaching/learning program development and supply business
62. Interior (interior construction) business
63. Government-authorized textbook publishing and sales business
64. Lifelong education facility operation business
65. General travel business
66. Location information and location-based service business
67. Social welfare services (visiting, counseling, rehabilitation) provision business
68. Installation and operation business of welfare facilities for the elderly
69. Residential and non-residential welfare facility operation business
70. Establishment and operation business of training center for nursing caregivers
71. Health supplement sales business
72. Welfare instruments and medical devices sales and rental business
73. Any other business incidental to the foregoing

Article 3. Location of Headquarter and Branches
① The headquarter of the Company shall be located in Seoul, Republic of Korea.
② The Company may establish branches, local offices, and local corporations at home and abroad as required by resolution of the board of directors.

Article 4. Method of Announcement
The Company's announcement shall be posted on the Company's internet website (http://www.daekyo.com), provided that, if it is not possible to make a public announcement on the company's internet website due to computer failures or other unavoidable reasons, the announcement shall be published in the Korea Economic Daily published in the Seoul Metropolitan City.

CHAPTER II. SHARES


Article 5. Total Number of Shares to be Issued by the Company
The total number of shares to be issued by the Company shall be 1,500,000,000 shares.

Article 6. Price Per Share
The amount of each share issued by the Company shall be KRW 500.

Article 7. Total Number of Shares to Be Issued upon Incorporation of the Company
The Company shall issue 40,000 shares at the time of incorporation.

Article 8. Types of Shares
The types of shares to be issued by the Company shall be registered common shares and registered preferred shares.

Article 8-2. Number and Contents of Preferred Shares
① The number of preferred shares to be issued by the Company shall be 375,000,000 shares.
② For preferred shares, the preferred dividend rate shall be set in the range of 9% or more based on the par value according to the resolution of the board of directors at the time of issuance. If the dividend rate of common shares exceeds the dividend rate of preferred shares, such excess shall be distributed by participating the preferred shares in the same rate as that of the common shares.
③ In case where a predetermined dividend cannot be paid out of the profits of the preferred stock in the relevant business year, the unpaid dividends shall be accumulated and preferentially distributed when making dividends in the following business year.
④ There shall be no voting rights for preferred shares to be issued by the Company, provided that, from the general meeting following the general meeting in which a resolution not to pay a certain dividend for preferred shares is adopted until the end of the general meeting in which a resolution to pay the preferential dividends is adopted, the voting rights shall be deemed to have been granted.

Article 9. Electronic Registration of Rights to Be Indicated on Shares and Warrants
In lieu of the issuance of share certificates and warrants, the Company shall electronically register the rights to be indicated on shares and warrants in the electronic registration account book of the electronic registration authority.

Article 10. Warrants
① A shareholder of the Company shall have the right to receive new shares in proportion to the number of shares held by itself in the issuance of new shares.
② Notwithstanding the provisions of the main sentence of Paragraph (1) of this Article, new shares may be allocated to a person other than shareholders by resolution of the board of directors in the following cases:
1. Where new shares are issued through a shareholder preferred public offering;
2. Where new shares are issued through a general public offering to the extent not exceeding 15/100 of the total number of issued and outstanding shares;
3. Where new shares are preferentially allocated to any member of the employee stock ownership association pursuant to Article 165-7 of the Financial Investment Services and Capital Markets Act;
4. Where new shares are issued due to the exercise of stock options pursuant to Articles 340-2 and 542-3 of the Commercial Act;
5. Where new shares are issued through depositary receipts (DRs) to the extent not exceeding 15/100 of the total number of issued and outstanding shares;
6. Where new shares are issued to domestic or foreign financial institutions or institutional investors for the purpose of urgent financing to the extent not exceeding 15/100 of the total number of issued and outstanding shares; or
7. Where new shares are issued to other party for the purpose of introduction of important business technology, R&D, production/sales/capital partnership to the extent not exceeding 15/100 of the total number of issued and outstanding shares.
③ In the case where new shares are allocated to any person other than shareholders pursuant to Paragraph (2) of this Article, the matters stipulated in Subparagraphs 1, 2, 2-2, 3, and 4 of Article 416 of the Commercial Act shall be notified to shareholders or announced no later than two weeks prior to the corresponding due date for payment.
④ In the case of issuing new shares in the manner of any of the Subparagraphs of Paragraph (2), the type and number of shares to be issued, the issue price, etc. shall be determined by a resolution of the board of directors.
⑤ In case where a shareholder renounces or forfeits the preemptive right, or if a fractional share occurs in the allocation of new shares, the handling method shall be determined by a resolution of the board of directors.

Article 10-2. Equal Dividend
The Company shall distribute equal dividends with respect to any and all shares of the same type issued and outstanding (including converted shares) as of the record date of dividend, regardless of the issue date.

Article 10-3 Deleted (March 10, 2003)

Article 10-4. Stock Option
① The Company may grant its employees the right to purchase shares pursuant to Article 542-3 of the Commercial Act by a special resolution of the general meeting of shareholders to the extent of 15/100 of the total number of issued and outstanding shares, provided that, within the extent of 3/100 of the total number of issued and outstanding shares, stock options may be granted to a person other than the directors of the Company by a resolution of the board of directors. If stock options are granted by a resolution of the board of directors, the Company shall obtain approval from the first general meeting of shareholders convened after such grant. The stock options granted by a resolution of the general meeting of shareholders or the board of directors may be linked to certain performances, such as management performance goals or market indices.
② The shares to be delivered upon the exercise of the stock option (referring to the shares used as the basis for calculating the difference between the exercise price of the stock option and the market price, in case where such difference is delivered in cash or treasury shares) shall be registered common shares.
1. - 3. Deleted
③ The shares to be delivered upon the exercise of the stock option (referring to the shares used as the basis for calculating the difference between the exercise price of the stock option and the market price, in case where such difference is delivered in cash or treasury shares) shall be registered common shares.
④ The number of employees who are granted stock options cannot exceed 20/100 of the employees in office, and the number of stock options granted to an employee may not exceed 10/100 of the total number of issued and outstanding shares.
⑤ The exercise price per share for which the stock option is to be exercised shall be at least any of the following: The same shall also apply to the case where the exercise price is adjusted after the stock option is granted.
1. In the case where new shares are issued and delivered, the higher of the following prices:
가. The real value of the share as of the grant date of the stock option
나. Par value of the relevant share
2. In the case of transfer of treasury shares, the real value of the share as of the grant date of the stock option
⑥ The stock option may be exercised within seven (7) years from the date on which two (2) years have elapsed from the date of the resolution in Paragraph (1) above for such grant.
⑦ A person who is granted a stock option may only exercise their option after holding office or working for a company for two years or more from the date of a resolution of a general meeting of shareholders that granted them the stock option. However, if a person who is granted a stock option dies within two years from the date of a resolution of a general meeting of shareholders that granted the stock option or if the person leaves office or the company for reasons unattributable to themselves, their heir may exercise their stock option within the exercise period.
⑧ The provisions of Article 10-2 shall apply mutatis mutandis to the distribution of profits on new shares issued due to the exercise of stock options.
⑨ In any of the following, the grant of stock options may be revoked by a resolution of the board of directors.
1. Where the relevant employee resigns or retires arbitrarily after being granted the stock option;
2. Where the relevant employee is dismissed or sentenced to be dismissed for inflicting damage to the company intentionally or by gross negligence;
3. Where the exercise of stock options cannot be fulfilled due to bankruptcy or dissolution of the Company; or
4. Where any other reason for revocation specified in the agreement for granting stock options occurs.

Article 11. Transfer Agent
① The Company shall have a stock transfer agent.
② The transfer agent and his/her administration office and the scope of agency work shall be determined by a resolution of the board of directors.
③ The Company's register of shareholders or a copy thereof shall be kept at the transfer agent's administration office, and electronic registration of shares, management of the shareholders’ register, and other share-related affairs shall be handled by the transfer agent.
④ ‘The relevant business regulations determined by the transfer agent’ shall apply for procedures on the handling of administrative affairs detailed in paragraph 3.

Article 12 Deleted

Article 13. Record Date of Exercise of Shareholders' Rights
① The company identifies shareholders listed in the final register of shareholders on December 31 of each year as those who will exercise their rights at the ordinary general meeting of shareholders, held for the purpose of settling accounts for that period. However, a resolution of the board of directors has the authority to modify the record date to a day after December 31, and in such instances the following particulars should be adhered to:
1. The company shall issue a public notice two weeks before December 31, informing shareholders about the upcoming change in the record date for exercising their rights, as determined by a resolution of the Board of Directors.
2. The company shall also provide a public notice, two weeks in advance of the new record date established by a resolution of the Board of Directors.
② In case of convening an extraordinary general meeting of shareholders or other cases as required, the Company may determine the shareholders listed in the register of shareholders as the shareholders who will exercise their rights on the date determined by the resolution of the board of directors, and the Company shall notify such date two (2) weeks prior to the date determined by the resolution of the board of directors.
(March 26, 2021)

CHAPTER III. BONDS


Article 14. Issuance of Convertible Bonds
① The Company may issue convertible bonds to any person other than shareholders by a resolution of the board of directors in any of the following to the extent that the total par value of the bonds does not exceed KRW 200 billion.
1. Where convertible bonds are issued through public offering;
2. Where convertible bonds are issued to a third party (including domestic and foreign individuals and corporations) for the purpose of business partnership;
3. Where convertible bonds are issued to domestic and foreign financial institutions for urgent funding;
4. Where convertible bonds are issued overseas in accordance with the provisions of the Commercial Act.
② With respect to convertible bonds under Paragraph (1), the board of directors may also issue them on the condition that only a part of the convertible bonds are granted the right to convert.
③ The shares to be issued due to the conversion shall be common shares or preferred shares, and the conversion price shall be the par value of the shares or higher, which shall be determined by the board of directors at the time of issuing bonds.
④ The period during which conversion may be requested shall be from one (1) month after the bond issuance date until the date immediately preceding the redemption date, provided that, within the above period, the period for requesting conversion may be adjusted by a resolution of the board of directors in accordance with the provisions of applicable laws.
⑤ In the case of conversion to shares, the Company shall pay interest only for which payment is due and payable before conversion.

Article 15. Issuance of Bonds with Warrants
① The Company may issue bonds with warrants to any person other than shareholders by a resolution of the board of directors in any of the following to the extent that the total par value of the bonds does not exceed KRW 200 billion.
1. Where bonds with warrants are issued through public offering;
2. Where bonds with warrants are issued to a third party (including domestic and foreign individuals and corporations) for the purpose of business partnership;
3. Where bonds with warrants are issued to domestic and foreign financial institutions for urgent funding;
4. Where bonds with warrants are issued overseas in accordance with the provisions of the Commercial Act.
② The amount that may be requested for the subscription of new shares shall be determined by the board of directors to the extent that such amount does not exceed the total par value of the bonds.
③ The shares to be issued due to the exercise of warrants shall be common shares or preferred shares, and the issue price shall be the par value of the shares or higher, which shall be determined by the board of directors at the time of issuance of bonds.
④ The period during which the warrants may be exercised shall be from one (1) month from the issuance date of the relevant bonds until the date immediately preceding the redemption date, provided that, within the above period, the period for the exercise of warrants may be adjusted by a resolution of the board of directors in accordance with the provisions of applicable laws.
(March 26, 2021)

Article 15-2. Electronic Registration of Rights to be Indicated on Bonds and Warrants
In lieu of the issuance of bonds and warrants, the Company shall electronically register the rights to be indicated on bonds and warrants in the electronic registration account book of the electronic registration authority.

Article 16. Provisions Applicable Mutatis Mutandis on Bond Issuance
The provisions of Article 11 shall apply mutatis mutandis to the issuance of bonds.

CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS


Article 17. Time for Convening
① The general shareholders' meeting of the Company shall be divided into a regular general meeting of shareholders and an extraordinary general meeting of shareholders.
② The regular general meeting of shareholders shall be convened within three (3) months from the date determined in accordance with Article 13 (1), and the extraordinary general meeting of shareholders shall be convened as necessary.

Article 18. Person Authorized to Convene
① The general meeting of shareholders shall be convened by the representative director in accordance with the resolution of the board of directors, except as otherwise provided in laws and regulations, provided that, in the case where there are more than one representative directors, the authorized representative director may be appointed separately by the board of directors.
② In the absence of the representative director, the provisions of Article 34 (2) shall apply mutatis mutandis.

Article 19. Notice of Convocation and Announcement
① In convening a general meeting of shareholders, a notice indicating the date, place, and purpose of the meeting shall be sent to each shareholder in writing or electronically two (2) weeks prior to the date of such general meeting.
② In the case of a shareholder who owns less than 1/100 of the total number of issued and outstanding shares with voting rights, the notice of convocation in writing or by electronic document in Paragraph (1) may be replaced by placing a two (2) weeks’ prior public notice of the intention to convene a general meeting of shareholders and the purpose of such meeting to Maeil Business Newspaper and the Korea Economic Daily published in the Seoul Metropolitan City two (2) times or more, or in the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange.

Article 20. Place for Convening
A general shareholders' meeting shall be held at the location of the headquarter, but may also be held in an adjacent area as required.

Article 21. Chairperson
① The representative director shall be the chairperson of the general meeting of shareholders, provided that, in case where there are more than one representative directors, the proviso to Article 18 (1) shall apply mutatis mutandis.
② In the absence of the representative director, the provisions of Article 34 (2) shall apply mutatis mutandis.

Article 22. Chairperson’s Right to Maintain the Order
① The chairperson of the general meeting of shareholders may order the suspension, cancellation, or removal of a person who intentionally speaks or acts to obstruct the proceedings or disturb the order at the general meeting of shareholders, and the person who receives the order shall comply with such order.
② The chairperson of the general meeting of shareholders may limit the time and number of comments made by shareholders when deemed necessary to facilitate the proceedings.

Article 23. Shareholder’s Right to Vote
A shareholder shall have one (1) voting right per share.

Article 24. Limitation of Voting Rights for Shares in Mutual Ownership
If the Company, the parent company and its subsidiaries, or subsidiaries own more than 1/10 of the total issued and outstanding shares of another company, the shares of the Company held by such other company shall not have voting rights.

Article 25. Non-uniform Exercise of Voting Rights
① When a shareholder with two or more voting rights intends to exercise its voting rights in disunity, it shall notify the Company of its intention and grounds therefor in writing three (3) days prior to the meeting date.
② The Company may refuse the non-uniform exercise of the voting rights by a shareholder, provided that this shall not apply to a case where the shareholder has taken over the trust of shares or holds the shares for other person.

Article 26. Exercise of Voting Rights by Proxy
① Shareholders may have their proxy exercise their voting rights.
② The agent under Paragraph (1) above shall submit a document (power of attorney) certifying his/her agency authority before the commencement of the general meeting of shareholders.

Article 27. Method of Resolution at the General Meeting of Shareholders
A resolution at a general meeting of shareholders shall be made by a majority of the voting rights of the shareholders present, except as otherwise provided in laws or the articles of incorporation, and by at least 1/4 of the total number of issued and outstanding shares.

Article 28. Minutes of General Meeting of Shareholders
With respect to the intentions of the general meeting of shareholders, the gists and results of its progress shall be recorded in the minutes, which shall be kept at the headquarter and branch offices after affixing the names and seals or signatures thereto by the chairperson and present directors.

CHAPTER V. DIRECTORS AND BOARD OF DIRECTORS


Article 29. Number of Directors
The number of directors of the Company shall be at least three (3), and the number of outside directors shall not be less than one fourth (1/4) of the total number of directors.

Article 30. Appointment of Directors
① Directors shall be divided into inside directors, outside directors, and other non-executive directors, who shall be appointed at the general meeting of shareholders, provided that, among the appointed directors, inside directors and other non-executive directors may change their positions with each other by a resolution of the board of directors.
② The appointment of directors shall be made by a majority of the voting rights of the shareholders present, but not less than one fourth (1/4) of the total number of issued and outstanding shares.
③ In case where two or more directors are appointed, the Company shall not apply the cumulative voting system stipulated in the Commercial Act.

Article 31. Director’s Term of Office
① The term of office of directors shall be within three (3) years after taking office, provided that, if the term of office expires before the end of the regular general meeting of shareholders with respect to the final settlement period during the term of office, the term of office shall be extended until the closing of such general meeting.
② The total term of office of an outside director shall not exceed (6) six years.

Article 32. By-election of Directors
① Upon the occurrence of any vacancy among the directors, the appointment for such vacancy shall be made at the general meeting of shareholders, provided that this shall not apply to a case where the number of directors stipulated in Article 29 of this Articles of Incorporation is satisfied and there is no disturbance in the performance of duties.
② If the number of directors specified in Article 29 of the Articles of Incorporation fails to be met due to causes such as resignation or death of an outside director, such requirement shall be met at the first general meeting of shareholders convened after the occurrence of the cause.
③ The term of office of a director appointed by a by-election shall start from the date of taking office.

Article 33. Appointment of Representative Director, Etc.
① The Company may appoint several representative directors from among the directors appointed at the general meeting of shareholders by a resolution of the board of directors.
② When there are more than one representative directors of the Company, it shall be decided whether they will be respective or joint representative directors by a resolution of the board of directors.

Article 34. Duties of Directors

① The representative director shall represent the Company and oversee the business.
② In the absence of the representative director, another director shall perform his/her duties as separately determined by the board of directors, provided that, in case where it is impossible for the representative director to perform his/her normal duties for more than six (6) months, the procedures for re-appointing the representative director shall be proceeded.
③ Directors shall faithfully perform their duties in accordance with laws and the Articles of Incorporation.

Article 34-2. Operating Officers
① The Company may have operating officers by a resolution of the board of directors.
② The operating officers shall assist the representative director and divide and execute the Company's business as determined by the board of directors.
③ The number of operating officers, terms of office, duties, remunerations, appointment, etc. shall be determined by the board of directors.

Article 34-3. Committees within the Board of Directors
① The Company shall establish an audit committee as a committee within the board of directors and may establish other committees necessary for company management.
② Details concerning the composition, authority, and operation of each committee shall be determined by a resolution of the board of directors.
③ With respect to the committees, Articles 37, 38 and 39 shall apply mutatis mutandis.

Article 34-4. Director's Obligation to Report
① Directors shall report the execution status of their duties to the board of directors at least once in every three (3) months.
② In case where a director finds out a fact that is likely to cause significant damage to the Company, he/she shall immediately report such fact to the audit committee.

Article 35 Deleted (March 5, 2001)

Article 36 Deleted (March 5, 2001)

Article 37. Composition and Convocation of the Board of Directors
① The board of directors shall be composed of directors and make a resolution on important matters of the Company's business.
② The representative director or, in case of the absence of the representative director, the acting director shall convene the board of directors in accordance with Article 34 (2) by giving notice to respective directors seven (7) days prior to the meeting date, provided that the convocation procedures may be omitted by obtaining consents from any and all directors.
③ The chairperson of the board of directors shall be separately determined by the board of directors.

Article 37-2. Matters Subject to Resolution of the Board of Directors
The Company shall not engage in any of the following without a resolution of the board of directors.
1. Establishment of annual management goals and approval of settlement of accounts
2. Purchase and sale of material assets
3. Contracts that have a material influence on the management of the Company
4. Third-party payment guarantees and other acts related thereto
5. Determination of major matters which include the Company's basic policy
6. Other matters delegated by the laws and the general meeting of shareholders

Article 38. Method of Resolution at the Board of Directors
① The resolution of the board of directors shall be made by the attendance of a majority of directors and the consent of a majority of the directors present, provided that the resolution of the board of directors on matters falling under Articles 397-2 (Prohibition of Appropriation of Company's Opportunities and Assets) and Article 398 (Prohibition of Self-Transactions) of the Commercial Act shall be made by at least two-thirds of the number of directors.
② The board of directors may permit all or part of the directors to participate in a resolution by means of communication transmitting and receiving voices at the same time, without attending the meeting in person. In such case, the directors shall be deemed to have attended the board of directors in person.
③ Any person who has a special interest with respect to a resolution of the board of directors shall not exercise its voting right.

Article 39. Minutes of the Board of Directors
① The minutes shall be prepared with respect to the progress and details of the board of directors.
② In the minutes, the agenda, the progress and gists, the person who has an objection in the end and the reason for such objection shall be set out, and the present directors shall affix their names and seals or signatures.

Article 40. Director's Remunerations and Severance Pay
① The limit of the total remunerations for directors shall be determined by a resolution of the general meeting of shareholders.
② The payment of severance pay for directors shall be in accordance with the regulations on the payment of severance pay for directors approved by the general shareholders' meeting.

Article 41. Consultants and Advisors
The Company may appoint several consultants or advisors by a resolution of the board of directors.

CHAPTER VI. AUDIT COMMITTEE


Article 41-2. Composition of the Audit Committee
① In lieu of an auditor, the Company shall establish an audit committee in accordance with the provisions of Article 34-3.
② The audit committee shall be composed of three (3) or more directors, at least two-thirds of the which shall be outside directors, and members in the audit committee who are not outside directors shall meet the requirements of Article 542-10 (2) of the Commercial Act.
③ In appointing outside directors as members of the audit committee, a shareholder who holds more than 3/100 of the total number of issued and standing shares with voting rights shall not exercise voting rights with respect to such excess shares.
④ When appointing or removing any member of the audit committee who is not an outside director, if the total number of shares with voting rights owned by the largest shareholder and persons specially related to the largest shareholder, persons who hold shares on account for the largest shareholder or persons specially related to the largest shareholder, and persons who have delegated their voting rights to the largest shareholder or persons specially related to the largest shareholder to exercise their voting rights exceeds 3/100 of the total number of issued and outstanding shares with voting rights, the shareholders shall not exercise the voting right with respect to such excess shares.
⑤ The audit committee shall appoint a person to represent the committee by its resolution. In such case, the chairperson shall be an outside director.

Article 41-3. Duties of Audit Committee
① The audit committee shall audit the Company's accounting and business.
② If required, the audit committee may request the convening of the board of directors by writing the purpose of the meeting and the reason for convening in writing and submitting it to the directors (if there is a person authorized to convene, to such authorized person. Hereinafter the same shall apply).
③ If the director fails to convene the board of directors without delay notwithstanding the request under Paragraph (2) above, the audit committee which has made such request may convene the board of directors.
④ The audit committee may request the convening of an extraordinary general meeting of shareholders by submitting to the board of directors a written letter stating the purpose of the meeting and the reason for convening.
⑤ The audit committee may request a business report from a subsidiary as required to perform its duties. In such case, if the subsidiary fails to report without delay, the audit committee may investigate the subsidiary's business and property status.
⑥ The audit committee shall deal with matters delegated by the board of directors in addition to those set forth in Paragraph (1) above.
⑦ The board of directors shall not make a re-resolution on the resolution made by the audit committee.
⑧ The audit committee may ask for assistance from experts at the Company's expense.

Article 41-4. Audit Minutes of Audit Committee
The audit committee shall prepare an audit minutes with respect to the audit, and in the audit minutes, the guidelines on the performance of the audit and the results thereof shall be stated with seals/names or signatures affixed by the members of the audit committee who conducted the audit.

CHAPTER VII. CALCULATION


Article 42. Business Year
A business year of the Company shall commence on January 1 each year and end on December 31 of the same year.

Article 43. Preparation and Keeping of Financial Statements, Etc.
① The representative director of the Company shall prepare the following documents, annexed specifications thereof, and business reports six (6) weeks prior to the date of the regular general meeting of shareholders, and submit them to the general meeting of shareholders after being audited by the audit committee.
1. Statement of financial position
2. Income statement
3. Statement of appropriations of retained earnings or statement of disposition of deficit
② The audit committee shall submit an audit report to the representative director no later than one (1) week prior to the date of the regular general meeting of shareholders.
③ The representative director shall keep the documents set out in Subparagraphs of Paragraph (1) above and annexed specifications thereof together with the business report and audit report at the head office for five (5) years and certified copies thereof at the branch office for three (3) years, from one (1) week prior to the date of the regular general meeting of shareholders.
④ Upon obtaining the approval of the general meeting of shareholders for the documents specified in Subparagraphs of Paragraph (1) above, the representative director shall publicly notify the statement of financial position and the opinion of the external auditor without delay.

Article 43-2 Deleted

Article 44. Disposition of Proceeds
The Company shall dispose of retained earnings before disposal for each business year as follows.
1. Earned surplus reserve
2. Other statutory reserves
3. Dividends
4. Voluntary reserves
5. Other appropriations of retained earnings

Article 44-2. Cancellation of Shares
① The Company may cancel shares by a resolution of the board of directors within the scope of the profits to be distributed to shareholders.
② In the case of canceling shares in accordance with the provisions of Paragraph (1), the board of directors shall make a resolution on each and every one of the following:
1. Types and total number of shares to be canceled;
2. The total value of shares to be acquired for cancellation; and
3. The period for which the shares are intended to be acquired. In such case, the period shall be prior to the date of the first regular general meeting of shareholders held after the resolution of the board of directors.
③ In the case of acquiring treasury shares for the purpose of canceling the shares in accordance with the provisions of Paragraph (1) above, the following standards shall apply.
1. To follow the methods stipulated in Item 1 or 2 of Article 165-2 (2) of the Financial Investment Services And Capital Markets Act. In such case, when following the method stipulated in Item 1 of Article 165-2 (2) of the Financial Investment Services And Capital Markets Act, the acquisition period and method shall comply with the standards prescribed by the Enforcement Decree of the same Act.
2. The amount to be acquired for cancellation shall be less than or equal to the amount prescribed by the Enforcement Decree of the Financial Investment Services And Capital Markets Act within the limit that the profits can be distributed in accordance with Article 462 (1) of the Commercial Act at the end of the relevant business year.
④ When shares were canceled in accordance with Paragraph (1) above, the matters set out in Subparagraphs of Paragraph (2) and the intention of the cancellation shall be reported to the first regular general shareholders' meeting held after the resolution on the cancellation.

Article 45. Distribution of Profits
① Distribution of profits may be made in form of money, shares or other property.
② In the case of distributing profits in form of shares, if the Company has issued several types of shares, the distribution may be made in the form of shares in a type other than the foregoing types by a resolution of the general meeting of shareholders.
③ The company has the authority to establish the dividend record date, which finalizes the list of shareholders eligible to receive the dividends detailed in paragraph 1, through a resolution of the Board of Directors. In the event that a dividend record date is determined, the company is obligated to issue a public notice two weeks prior to the record date. The dividends specified in paragraph 1 will be disbursed to shareholders listed in the register of shareholders or to registered pledgees as of the dividend record date.

Article 45-2. Quarterly Distribution
① The Company may pay quarterly dividends in accordance with Article 165-12 of the Financial Investment Services and Capital Markets Act to current shareholders as of the respective ends of March, June and September commencing on the start of the business year. Quarterly dividends shall be paid in form of money.
② Quarterly dividends in Paragraph (1) above shall be made by a resolution of the board of directors, which shall be made within forty-five (45) days after the record date in Paragraph (1).
③ Quarterly dividends shall be limited to the amount obtained by deducting any of the following amounts from the net asset value on the statement of financial position for the immediately preceding settlement period.
1. Amount of capital in the immediately preceding settlement period;
2. Aggregated amount of capital reserve and profit reserve accumulated until the immediately preceding settlement period;
3. Amount determined to be distributed as profits at the regular general meeting of shareholders in the immediately preceding settlement period;
4. Voluntary reserve accumulated for a specific purpose in accordance with the provisions of the Articles of Incorporation or by a resolution of the general meeting of shareholders until the immediately preceding settlement period;
5. Earned surplus reserve to be accumulated during the relevant settlement period according to quarterly dividends; and
6. If there has been any quarterly dividend during the relevant business year, the aggregated amount thereof.
(March 26, 2021)
⑤ In case where a quarterly dividend is paid, the same dividend rate for common shares shall be applied to the preferred shares under Article 8-2.

Article 46. Extinction Prescription of the Right to Claim Dividends
① If the right to claim dividends is not exercised for five (5) years, the extinction prescription shall be completed.
② Dividends resulting from the completion of the extinction prescription in Paragraph (1) shall be vested in the Company.

CHAPTER VIII. SUPPLEMENTARY PROVISIONS


1. Enforcement date
This Articles of Incorporation shall enter into force on March 5, 2001.

2. Enforcement date
This Articles of Incorporation shall enter into force on March 10, 2003.

3. Enforcement date
This Articles of Incorporation shall enter into force on March 12, 2004.

4. Enforcement date
This Articles of Incorporation shall enter into force on March 17, 2006

5. Enforcement date
This Articles of Incorporation shall enter into force on March 16, 2007.

6. Enforcement date
This Articles of Incorporation shall enter into force on October 8, 2008.

7. Enforcement date
This Articles of Incorporation shall enter into force on March 19, 2010,
provided that the amendment to Article 4 shall enter into force on May 29, 2010.
8. Enforcement date

This Articles of Incorporation shall enter into force on March 18, 2011.

9. Enforcement date
This Articles of Incorporation shall enter into force on March 23, 2012,
provided that the amendments to Article 10 (3), the proviso to Article 38 (1) and (2) of the same Article, Article 41-3 (2) and (3) shall enter into force on April 15, 2012.

10. Enforcement date
This Articles of Incorporation shall enter into force on March 20, 2015.

11. Enforcement date
This Articles of Incorporation shall enter into force on March 22, 2019, provided that the amendments to Article 9, Article 11 (3), Article 12, Article 15-2, and Article 16 shall enter into force on September 16, 2019, as of which the “Enforcement Decree of the Act on Electronic Registration of Stocks, Bonds, Etc.” takes effect.

12. Enforcement date
This Articles of Incorporation shall enter into force on March 20, 2020.

13.Enforcement date
This Articles of Incorporation shall enter into force on March 26, 2021.

14.Enforcement date
This Articles of Incorporation shall enter into force on October 18, 2021.

15.Enforcement date
This Articles of Incorporation shall enter into force on March 25, 2022.

16.Enforcement date
These articles of incorporation shall be effective from March 28, 2023.