Article 1 (Company Name)

The name of the company is "HLB Therapeutics Co., Ltd." in English, and "에이치엘비테라퓨틱스 주식회사" in Korean.

Article 2 (Purpose)

The purpose of the company is to engage in the following businesses:

• Real estate leasing
• Development, manufacturing, and sales of medical devices
• Development, manufacturing, and sales of electronic components
• Development, manufacturing, and sales of electrical components
• Development, manufacturing, and sales of information and communication devices and components
• Development, manufacturing, and sales of electronic equipment
• Development, manufacturing, and sales of electrical equipment
• E-commerce
• Mail-order sales
• Development, manufacturing, and sales of bio-new drugs
• Biotechnology-related businesses
• Manufacturing and sales of medical and sanitary products
• Sales of medical devices and medical products
• Development, manufacturing, and sales of vaccines and related diagnostic products
• Wholesale, retail, and brokerage of electronic devices
• Wholesale, retail, and brokerage of electronic components
• Wholesale, retail, and brokerage of medical products and medical devices
• Wholesale, retail, and brokerage of daily necessities
• Retail of machinery and related goods
• Manufacturing, sales, wholesale, retail, and distribution of feed, biofuels
• Manufacturing and wholesale of pharmaceuticals
• Distribution and brokerage of pharmaceuticals
• Licensing of intellectual property rights such as brands and trademarks
• Clinical trials, analysis, statistics, consulting, and agency services
• Clinical trial technology development and service
• Manufacture, sales, and import/export of pharmaceuticals and quasi-drugs
• Research and development, manufacture, and sales of health functional foods, dietary supplements, and health foods
• Manufacturing and sales of other food products
• Research, development, distribution, and sales of cell therapy products
• Research, development, distribution, and sales of cell and gene therapy products
• Technology transfer and royalty revenue businesses related to the above
• Export, import, and service businesses related to the above
• Application Software Development and Supply Business
• Computer Programming Service
• Data Processing, Hosting, and Related Services
• Freight Forwarding Business
• Freight Brokerage and Agency
• Logistics Storage Warehouse Business
• Logistics Consulting and Logistics-related Services
• Contract Business
• All businesses incidental to the above

Article 3 (Location of Head Office)

• The company’s head office is located in Seongnam City, Gyeonggi Province.
• The company may establish branches, offices, and local subsidiaries both domestically and internationally by resolution of the board of directors.

Article 4 (Public Notices)

Company notices are to be published on the company’s website (www.hlbtherapeutics.co.kr). However, if the company’s website is unavailable due to computer system issues or other unavoidable reasons, notices will be published in the Kyunghyang Shinmun, a newspaper published in Seoul. 

Article 5 (Total Number of Shares to be Issued)

The total number of shares to be issued by the company is 500,000,000 shares.

Article 6 (Par Value of Each Share)

The par value of each share issued by the company is 500 won.

Article 7 (Total Number of Shares Issued at Incorporation)

The total number of shares to be issued at the time of incorporation is 40,000 shares (based on a par value of 5,000 won per share).

Article 8 (Types of Shares)

• The types of shares issued by the company are common shares and preferred shares.

Article 8-2 (Electronic Registration of Shares, etc.)

When the company issues shares or bonds as defined in Article 2, Item 1 of the Electronic Registration Act, it must electronically register such shares with the electronic registration account of the registration institution. 

Article 9 (Preferred Shares and Details)

• The company may issue preferred shares (hereinafter referred to as "preferred shares") with terms concerning profit dividends, exclusion of voting rights, and redemption.
• Of the total number of shares to be issued as stated in Article 5, the maximum number of preferred shares to be issued is 3,000,000 shares.
• Preferred shares are entitled to a priority dividend. The priority dividend rate for preferred shares is set by the board of directors at the time of issuance, based on a minimum of 1% of the par value.
• After providing the priority dividend to preferred shares, dividends will be provided to common shares at the same rate as preferred shares, and any remaining distributable profits will be distributed equally between common and preferred shares.
• If there is any unpaid dividend on preferred shares, it will be accumulated and prioritized in the following year's dividends.
• The company may redeem preferred shares by resolution of the board of directors.
• Shareholders of preferred shares may request redemption of their preferred shares from the company.
• The redemption price is the sum of the issue price and an additional amount determined by the board of directors at the time of issuance. However, if adjustments to the redemption price are needed, the board must specify the adjustment reasons, methods, etc.
• The redemption period for preferred shares is within 10 years from the date of issuance, as determined by the board of directors at the time of issuance.
• The company may provide securities or other assets, other than cash, in exchange for acquiring shares.
• The provisions of Article 12 apply to the profit distribution of newly issued shares as per Item 5.
• Notwithstanding Article 1, the company may issue preferred shares under different conditions than those described, by resolution of the board of directors.

Article 10 (Subscription Rights)

• Shareholders have the right to subscribe to new shares in proportion to the shares they own during new share issuance.

• Notwithstanding the previous clause, in the following cases, the board of directors may determine the allocation ratio or the recipients of new shares by resolution:

  1. When issuing new shares through a general public offering method under the Capital Markets and Financial Investment Business Act, within 50% of the total number of issued shares.
  2. When prioritizing new shares to employee stock ownership association members within 20% of the total number of issued shares.
  3. When issuing new shares due to the exercise of stock options under Article 542-3 of the Commercial Act.
  4. When issuing new shares due to the exercise of stock options under Article 39-2 of the Labor Welfare Basic Act.
  5. When issuing new shares due to the issuance of securities depositary certificates under the Capital Markets and Financial Investment Business Act, within 50% of the total number of issued shares.
  6. When issuing new shares to foreign corporations or individuals for business needs, within 50% of the total number of issued shares.
  7. When issuing new shares to new technology business finance companies, new technology investment partnerships, small and medium-sized enterprise investment companies, and institutional investors under the New Technology Business Financing Support Act and the Corporate Tax Act, within 50% of the total number of issued shares.
  8. When issuing new shares to partner companies for strategic alliances, such as technology introduction, business diversification, overseas expansion, and smooth financing, within 50% of the total number of issued shares.
  9. When issuing new shares to achieve other business goals such as technology introduction and financial structure improvement, within 50% of the total number of issued shares.
  10. When issuing new shares or offering shares to underwriters for listing on the KOSDAQ market.

• In cases of issuing new shares according to any of the above provisions, the types, numbers, and issue prices of shares will be determined by resolution of the board of directors.

• If shareholders waive or lose part or all of their subscription rights, or if fractional shares occur during new share issuance, the handling methods will be determined by resolution of the board of directors.

Article 11 (Stock Options)

• The Company may grant stock options within 15% of the total number of issued shares by a special resolution of the General Meeting of Shareholders. However, stock options may be granted within 3% of the total number of issued shares by a resolution of the Board of Directors in accordance with Article 542-3, Paragraph 3 of the Commercial Act. In this case, the stock options may be performance-based and linked to management performance or stock indices.

• If stock options are granted by a resolution of the Board of Directors as provided in the proviso of Paragraph 1, approval from the first General Meeting of Shareholders convened thereafter is required.

• The recipients of stock options under Paragraph 1 are directors, auditors, or employees of the Company who contribute or may contribute to the Company’s establishment, management, or technological innovation, or directors, auditors, or employees of related companies as defined by Article 30, Paragraph 1 of the Enforcement Decree of the Commercial Act. However, stock options cannot be granted to directors of the Company.

• Notwithstanding Paragraph 3, stock options cannot be granted to the largest shareholder (hereinafter referred to as “Largest Shareholder”), major shareholders, or their related parties as defined in Article 542-8, Paragraph 2, Item 5 of the Commercial Act. However, stock options may be granted to those who have become related parties by being appointed as executives of the Company or related companies (including directors or auditors who do not serve as executives in affiliated companies).

• The stock options granted to any single executive or employee cannot exceed 10% of the total number of issued shares.

• The Board of Directors may cancel the grant of stock options in any of the following cases:

  1. If the recipient of stock options resigns or retires voluntarily.
  2. If the recipient of stock options causes significant damage to the Company due to intentional misconduct or negligence.
  3. If the Company goes bankrupt or otherwise becomes unable to exercise the stock options.
  4. If any reason for cancellation specified in the stock option grant agreement occurs.

• The Company shall grant stock options as follows:

  1. By issuing and delivering common shares (or preferred shares) at the exercise price of the stock options.
  2. By delivering treasury shares (common shares or preferred shares) at the exercise price of the stock options.
  3. By delivering the difference between the exercise price and the market price in cash or treasury shares.

• Recipients of stock options may exercise their rights within 5 years from the date of appointment or employment, but no later than 2 years from the date of the resolution in Paragraph 1. However, if the recipient dies or retires for reasons not attributable to their fault within 3 years from the date of the resolution, they may exercise the stock options during the exercise period.

• Profit distribution for newly issued shares resulting from stock option exercises shall follow the provisions of Article 12.

Article 11-2 (Employee Stock Options)

• The Company may grant stock options to employee stock ownership association members within 20% of the total number of issued shares by a special resolution of the General Meeting of Shareholders. However, stock options can be granted within 10% of the total number of issued shares by a resolution of the Board of Directors.

• The shares issued or transferred upon exercise of employee stock options shall be common shares.

• Recipients of employee stock options may exercise their rights within a period between 6 months and 2 years from the date of the resolution in Paragraph 1. However, the resolution may set a specific exercise period within or after this period.

• The exercise price for employee stock options shall be at least 80% of the valuation price as stipulated by Article 14 of the Enforcement Rules of the Labor Welfare Basic Act. If shares are issued at a price lower than the face value, the face value shall be the exercise price.

• The Board of Directors may cancel the grant of employee stock options in any of the following cases:

  1. If the recipient of the employee stock options causes significant damage to the Company due to intentional misconduct or negligence.
  2. If the Company goes bankrupt or is dissolved, making it impossible to exercise the stock options.
  3. If any reason for cancellation specified in the employee stock option grant agreement occurs.

• Profit distribution for newly issued shares resulting from employee stock options shall follow the provisions of Article 12.

Article 12 (Dividend Calculation Date for New Shares)

• When new shares are issued through capital increase or stock dividends, profit distribution for the new shares shall be deemed to have been issued as of the end of the previous fiscal year.

Article 13 (Cancellation of Shares)

• The Company may cancel its own treasury shares by resolution of the Board of Directors.

Article 14 (Registrar)

• The Company shall appoint a registrar for the registration of shares.

• The scope of the registrar’s duties and office location shall be determined by resolution of the Board of Directors.

• The Company shall keep the shareholder registry or its duplicate at the registrar’s office and have the registrar handle the electronic registration of shares, management of the shareholder registry, and other share-related matters.

• The procedures for handling the above matters shall follow the securities registration agency regulations of the registrar.

Article 16 (Closing of Shareholder Registry and Record Date)

• The Company shall suspend changes to the shareholder registry for shareholder processing from January 1 to January 7 every year.

• Shareholders listed in the shareholder registry as of December 31 each year shall be entitled to exercise their rights at the regular General Meeting of Shareholders for that fiscal year.

• For the convening of an extraordinary General Meeting of Shareholders or other necessary cases, the Board of Directors may designate a period of no more than 3 months to suspend changes to the shareholder registry or may set a date within 3 months as the record date for exercising rights. If deemed necessary, the Board may simultaneously set both the closing of the registry and the record date. The Company must announce the closing period or record date at least 2 weeks in advance.

Article 17 (Issuance of Convertible Bonds)

• The Company may issue convertible bonds to persons other than shareholders by resolution of the Board of Directors in any of the following cases:

  1. When issuing convertible bonds through a public offering, provided the total face value of the bonds does not exceed 500 billion won.
  2. When issuing convertible bonds for foreign investment promotion under the Foreign Investment Promotion Act, provided the total face value of the bonds does not exceed 500 billion won.
  3. When issuing convertible bonds for necessary purposes such as new technology introduction or financial structure improvement, provided the total face value of the bonds does not exceed 500 billion won.

• The Board of Directors may issue convertible bonds with conditions granting conversion rights only for part of the bonds.

• Shares issued upon conversion shall be common shares, and the conversion price shall be set by the Board of Directors at or above the face value of the shares.

• The period for conversion shall be from the day following the issuance of the bonds to the day before the repayment date. However, the Board of Directors may adjust the conversion period within this timeframe.

• Profit distribution for new shares issued due to conversion and interest payments on convertible bonds shall follow the provisions of Article 12.

• Matters other than those specified in the preceding paragraphs regarding the issuance of convertible bonds shall be determined by resolution of the Board of Directors.

Article 18 (Issuance of Bonds with Subscription Rights)

• The Company may issue bonds with subscription rights to persons other than shareholders by resolution of the Board of Directors in any of the following cases:

  1. When issuing bonds with subscription rights through a public offering, provided the total face value of the bonds does not exceed 500 billion won.
  2. When issuing bonds with subscription rights for foreign investment promotion under the Foreign Investment Promotion Act, provided the total face value of the bonds does not exceed 500 billion won.
  3. When issuing bonds with subscription rights due to urgent capital needs, provided the total face value of the bonds does not exceed 500 billion won.

• The amount of subscription rights shall be set by the Board of Directors within the total face value of the bonds.

• Shares issued upon exercise of subscription rights shall be common shares, and the issuance price shall be set by the Board of Directors at or above the face value of the shares.

• The period for exercising subscription rights shall be from the day following the issuance of the bonds to the day before the repayment date. However, the Board of Directors may adjust the exercise period within this timeframe.

• Profit distribution for shares issued due to the exercise of subscription rights shall follow the provisions of Article 12.

• Matters other than those specified in the preceding paragraphs regarding the issuance of bonds with subscription rights shall be determined by resolution of the Board of Directors.

Article 18-2 (Issuance of Profit Participation Bonds)

• The Company may issue profit participation bonds to persons other than shareholders by resolution of the Board of Directors, provided the total face value of the bonds does not exceed 100 billion won.

• Profit participation bonds shall participate in profit distribution at a rate of 50% of the profit distribution of common shares.

• The total amount of profit participation bonds, conditions for conversion, and other details shall be determined by resolution of the Board of Directors.

Article 18-3 (Issuance of Exchangeable Bonds)

• The Company may issue exchangeable bonds within the limit of 500 billion won face value by resolution of the Board of Directors.

• Details regarding the issuance of exchangeable bonds shall be determined by resolution of the Board of Directors.

Article 18-4 (Delegation of Bond Issuance)

The Board of Directors may delegate the authority to determine the amount and type of bonds and issue them within a period not exceeding one year to the Chief Executive Officer.

Article 19 (Application of Rules on Bond Issuance)

The provisions of Article 14 (Registrar) shall also apply to bond issuance.

Article 20 (Meeting Times)

• The Company's General Meetings of Shareholders shall be classified into regular and extraordinary meetings.

• Regular General Meetings of Shareholders shall be convened within 3 months from the record date specified in Article 16, Paragraph 2, and extraordinary General Meetings of Shareholders shall be convened as needed by resolution of the Board of Directors or in accordance with other legal provisions.

Article 21 (Convocation Authority)

• Except as otherwise provided by law, the General Meeting of Shareholders shall be convened by the Representative Director based on a resolution of the Board of Directors.
• In the event of the Representative Director's incapacity, the provisions of Article 37, Paragraph 4 of the Articles of Incorporation shall apply.

Article 22 (Notice of Convocation and Announcement)

• Notice of the General Meeting of Shareholders, including the date, time, location, and purpose of the meeting, must be sent to shareholders in writing or electronically at least 2 weeks before the meeting date.
• For shareholders owning 1% or less of the total issued shares with voting rights, notice can be substituted by publishing the intention to convene the General Meeting of Shareholders and the purpose of the meeting in the Kyunghyang Shinmun and the Munhwa Ilbo at least twice, or by announcing it through the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange, in lieu of the notice specified in Paragraph 1.
• If the meeting’s purpose includes the appointment of directors or auditors, the notice or announcement must include the names, biographies, and recommendations of the candidates as specified by the Commercial Act Enforcement Decree.
• When providing notice or making announcements as per Paragraphs 1 and 2, the Company must also include the matters required by Article 542-4, Paragraph 3 of the Commercial Act. However, this requirement is waived if the details are posted on the Company’s website, and if the Company maintains copies at its headquarters, branch offices, transfer agent, Financial Services Commission, and Korea Exchange.

Article 23 (Place of Meeting)

The General Meeting of Shareholders shall be held at the Company’s headquarters, but may be held in adjacent areas or Seoul or Gyeonggi-do if necessary.

Article 24 (Chairperson of the General Meeting)

• The Chairperson of the General Meeting of Shareholders shall be the Representative Director.
• In the event of the Representative Director’s incapacity, the provisions of Article 37, Paragraph 4 of the Articles of Incorporation shall apply.

Article 25 (Chairperson’s Authority to Maintain Order)

• The Chairperson of the General Meeting of Shareholders may order the cessation of remarks or expulsion of persons who are significantly disrupting order, such as by intentionally obstructing the proceedings.
• To ensure smooth conduct of the meeting, the Chairperson may limit the duration and frequency of shareholders' remarks if deemed necessary.

Article 26 (Voting Rights of Shareholders)

Each share with voting rights shall entitle the shareholder to one vote.

Article 27 (Restriction on Voting Rights of Cross-Shareholdings)

If the Company, its subsidiaries, or the subsidiaries of the Company own more than 10% of the issued shares of another company, the shares of that other company held by the Company shall have no voting rights.

Article 28 (Exercise of Voting Rights in a Non-Conforming Manner)

• Shareholders wishing to exercise their voting rights in a non-conforming manner must notify the Company in writing or electronically at least 3 days before the meeting date, stating their intention and reasons.
• The Company may refuse to accept the non-conforming exercise of voting rights. However, this does not apply if the shareholder has acquired the shares in trust or holds them on behalf of another person.

Article 29 (Proxy Voting)

• Shareholders may exercise their voting rights through a proxy.
• The proxy must submit written proof of their authority (a power of attorney) to the Company before the start of the General Meeting of Shareholders.

Article 30 (Resolution Methods of the General Meeting)

Resolutions of the General Meeting of Shareholders, except as otherwise provided by law or the Articles of Incorporation, shall be adopted by a majority of the voting rights of the shareholders present, and must represent at least one-quarter of the total number of issued shares.

Article 31 (Minutes of the General Meeting of Shareholders)

The proceedings of the General Meeting of Shareholders shall be recorded in minutes, which must be signed or sealed by the Chairperson and attending Directors, and kept at the headquarters and branch offices.

Article 32 (Number of Directors)

• The Company shall have no fewer than 3 and no more than 14 Directors.
• The Company may appoint Outside Directors.

Article 33 (Appointment of Directors)

• Directors shall be appointed at the General Meeting of Shareholders.
• The appointment of Directors requires a majority of the voting rights of the shareholders present, and must be at least one-quarter of the total number of issued shares.
• The cumulative voting system specified in Article 382-2 of the Commercial Act does not apply when appointing two or more Directors.

Article 34 (Term of Office for Directors)

The term of office for Directors shall be 3 years. However, if the term expires before the annual General Meeting of Shareholders following the end of the fiscal year, it shall be extended until the conclusion of that meeting.

Article 35 (Filling Vacancies of Directors)

• If a vacancy occurs among the Directors, it shall be filled by the General Meeting of Shareholders. However, if the number of incumbent Directors is not less than the minimum number specified in Article 32 and there is no hindrance to business operations, the appointment to fill the vacancy may be postponed or deferred.
• The term of office for a Director appointed to fill a vacancy or for an increase in the number of Directors shall be the remainder of the term of the predecessor.

Article 36 (Appointment of Representative Directors and Other Positions)

• The Board of Directors may appoint one or more Representative Directors by resolution.
• The Board of Directors may also designate Directors to positions such as Chairman, Vice Chairman, President, Vice President, Executive Director, and Managing Director by resolution.

Article 37 (Duties of Directors)

• The Representative Director shall represent the Company and oversee its operations. If there is more than one Representative Director, the Board of Directors must determine whether they will represent the Company individually or jointly.
• The Chairman or Vice Chairman may provide advice to the CEO or offer opinions on significant business matters.
• The Vice President, Executive Director, Managing Director, and Directors shall assist the CEO and manage the Company’s operations in accordance with the directions of the Board of Directors.
• In the event of the incapacity of the Representative Director, the duties shall be performed by another Representative Director or in the order specified in Paragraph 3.

Article 38 (Duties of Directors)

• Directors must faithfully perform their duties for the benefit of the Company in accordance with laws and the Articles of Incorporation.
• Directors must exercise their duties with the care of a prudent manager for the benefit of the Company.
• Directors must not disclose any trade secrets of the Company acquired in the course of their duties, both during and after their tenure.
• If a Director discovers any fact that could significantly harm the Company, they must report it immediately to the Auditor.

Article 39 (Composition of the Board of Directors)

The Board of Directors is composed of Directors and resolves on important Company matters.

Article 39-2 (Chairperson of the Board of Directors)

The Chairperson of the Board of Directors shall be appointed from among the Directors by resolution of the Board.

Article 39-3 (Convocation of the Board of Directors)

• The Chairperson of the Board of Directors shall convene meetings, setting the date and notifying each Director and Auditor in writing, electronically, or orally at least 24 hours before the meeting. However, this procedure can be omitted with the consent of all Directors and Auditors.
• If deemed necessary for the performance of duties, a Director may convene the Board of Directors with the Chairperson’s consent. If the Director responsible for convening refuses without valid reason, any Director may convene the meeting.
• The Chairperson of the Board of Directors is the convener as per Paragraphs 1 and 2.

Article 40 (Meetings via Communication Tools)

• The Board of Directors may allow all or some Directors to participate in meetings through communication tools that simultaneously transmit video and audio, without being physically present. In such cases, the participating Directors are considered to be present at the meeting.
• If a meeting is conducted using the method described in the preceding paragraph, the minutes must record this fact.

Article 41 (Resolution Methods of the Board of Directors)

• Resolutions of the Board of Directors, unless otherwise specified by law or the Articles of Incorporation, require the presence of a majority of the Directors and a majority of the votes of the attending Directors.
• Individuals with a special interest in the resolution of the Board of Directors shall not exercise their voting rights.

Article 42 (Minutes of the Board of Directors)

• Minutes must be prepared for the proceedings of the Board of Directors.
• The minutes should record the agenda, details of the proceedings, results, any objections and reasons for those objections, and must be signed or sealed by the attending Directors and Auditors.

Article 43 (Directors' Compensation and Severance Pay)

• The compensation for Directors shall be determined by resolution of the General Meeting of Shareholders.
• Severance pay for Directors shall be provided in accordance with the rules for executive severance pay established by resolution of the General Meeting of Shareholders.
• In the event that a Director loses their position due to a hostile takeover during their term, in addition to the usual severance pay, the Representative Director will receive 5 billion won, and each Director will receive 3 billion won as severance compensation.

Article 43-2 (Reduction of Directors' Liability)

• The Company may exempt a Director or Auditor from liability under Article 399 of the Commercial Act for amounts exceeding six times (three times for Outside Directors) the amount of their compensation over the past year before the act occurred, by resolution of the General Meeting of Shareholders.
• This provision does not apply in cases where a Director or Auditor has caused damage through intentional misconduct or gross negligence, or in cases involving violations of Articles 397 (Prohibition of Competition), 397-2 (Prohibition of Misappropriation of Company Opportunities), or 398 (Prohibition of Self-Transactions) of the Commercial Act.

Article 44 (Advisors and Consultants)

• The Company may appoint one or more Advisors or Consultants by resolution of the Board of Directors.
• Advisors or Consultants who do not work full-time shall not be registered.

Article 45 (Auditors)

• The Company shall have at least one Auditor.
• Auditors shall be appointed and dismissed by the General Meeting of Shareholders.
• Proposals for the appointment or dismissal of Auditors must be presented and resolved separately from those for the appointment or dismissal of Directors.
• The appointment of Auditors requires a majority of the voting rights of the shareholders present and at least one-quarter of the total number of issued shares. However, if electronic voting is allowed under Article 368-4, Paragraph 1 of the Commercial Act, the appointment may be resolved by a majority of the voting rights of the shareholders present.
• The dismissal of an Auditor requires a vote of at least two-thirds of the voting rights of the shareholders present and at least one-third of the total number of issued shares.
• For the appointment or dismissal of an Auditor as described in Paragraphs 3 and 4, shareholders holding more than 3% of the issued shares with voting rights (including those held by special relationships or entrusted to the largest shareholder or their special relations) cannot exercise their voting rights for those excess shares.

Article 46 (Term of Office for Auditors)

The term of office for an Auditor shall be until the conclusion of the annual General Meeting of Shareholders concerning the final fiscal year within 3 years of their appointment.

Article 47 (Filling Auditor Vacancies)

If a vacancy occurs among the Auditors, it shall be filled by the General Meeting of Shareholders. However, if the number of Auditors does not fall below the minimum specified in Article 45 and there is no hindrance to the execution of duties, the filling of the vacancy may be deferred.

Article 48 (Duties of Auditors)

• Auditors shall audit the Company's accounting and operations.
• Auditors may attend Board meetings and express their opinions.
• Auditors may submit a written request to the Board of Directors detailing the purpose of the meeting and the reason for the convocation to request an extraordinary General Meeting of Shareholders.
• Auditors may request reports on business operations from subsidiaries when necessary for performing their duties. If the subsidiary fails to report promptly or if verification of the report's contents is needed, the Auditor may investigate the subsidiary’s operations and financial status.
• The provisions of Article 38, Paragraph 3 and Article 43, Paragraph 1 apply to Auditors.
• Auditors may seek the assistance of experts at the Company’s expense.
• If necessary, Auditors may request the convening of a Board meeting by submitting a written request detailing the meeting's purpose and reason to the Directors (or the convener if there is one).
• If the Directors do not promptly convene the Board meeting after such a request, the requesting Auditor may convene the meeting.

Article 49 (Audit Records)

Auditors must prepare audit records, detailing the procedures and results of the audit, and must be signed or sealed by the Auditor conducting the audit.

Article 50 (Auditors' Compensation and Severance Pay)

• Compensation and severance pay for Auditors shall be governed by the provisions of Article 43.
• Proposals for the compensation of Auditors must be presented and resolved separately from those for Directors' compensation.

Article 51 (Business Year)

The Company's business year shall be from January 1 to December 31 each year.

Article 52 (Preparation of Financial Statements and Related Documents)

• The Representative Director shall prepare the documents specified in Articles 447 and 447-2 of the Commercial Act and obtain approval from the Board of Directors.
• The Representative Director shall submit these documents to the Auditor at least six weeks before the date of the regular General Meeting of Shareholders.
• The Auditor shall submit the audit report to the Representative Director at least one week before the date of the regular General Meeting of Shareholders.
• The Representative Director shall keep the documents and the audit report from Paragraph 1 at the head office for five years and at branches for three years, starting from one week before the meeting date of the regular General Meeting of Shareholders.
• The Representative Director must submit the documents specified in Paragraph 1 and the business report to the regular General Meeting of Shareholders for approval and report on their content.
• Notwithstanding Paragraph 5, if there is an opinion from an external auditor that the documents specified in Article 447 of the Commercial Act properly reflect the Company's financial condition and business performance in accordance with laws and the Articles of Incorporation, and with the consent of all Auditors, the documents may be approved by a resolution of the Board of Directors.
• The contents of the documents approved under Paragraph 7 must be reported to the General Meeting of Shareholders.
• Upon receiving approval under Paragraph 5 or 6, the Representative Director must promptly announce the balance sheet and the external auditor's opinion.

Article 53 (Appointment of External Auditors)

When appointing an external auditor, the Company must select the auditor with the approval of the Audit Committee in accordance with the Act on External Audits of Stock Companies and report the appointment at the regular General Meeting of Shareholders held during the business year in which the external auditor is appointed or notify or announce it to the shareholders.

Article 54 (Disposition of Retained Earnings)

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

• Legal reserve
• Separate reserve
• Dividends to shareholders
• Voluntary reserve
• Bonuses for employees and executives
• Other dispositions of retained earnings

Article 55 (Dividend Distribution)

• Dividends may be paid in cash or in assets other than cash.
• Dividends as described in the preceding paragraph shall be paid to shareholders or registered pledgees listed on the shareholder register as of the end of the fiscal year.
• If the dividends are distributed in shares, and the Company has issued various types of shares, dividends may be distributed in a different type of share by resolution of the General Meeting of Shareholders.
• Dividend distribution is determined by a resolution of the General Meeting of Shareholders. However, if the financial statements are approved by the Board of Directors under Article 52, Paragraph 7, the Board of Directors may determine the dividend distribution by resolution.

Article 56 (Expiration of Dividend Payment Claims)

• If dividends are not received within five years from the date they are confirmed, the Company is relieved of the obligation to pay.
• Dividends that expire under the previous clause shall accrue to the Company.
• No interest shall be paid on dividends.

Article 57 (Operational Regulations)

The Company may establish regulations and detailed rules necessary for the conduct of its operations and other business management matters by resolution of the Board of Directors.

Article 58 (Matters Not Provided for in the Regulations)

Matters not provided for in these Articles of Incorporation shall be governed by resolutions of the General Meeting of Shareholders, the Commercial Act, and other relevant laws.

Addendum

Article 1 (Effective Date) These Articles of Incorporation shall take effect from March 29, 2012. However, the provisions of Articles 13, 18-1, 41, 43-1, 48, 52, and 55 shall take effect from April 15, 2012.

Addendum

Article 1 (Effective Date) These Articles of Incorporation shall take effect from March 28, 2013.

Addendum

Article 1 (Effective Date) These Articles of Incorporation shall take effect from November 13, 2013.

Addendum

Article 1 (Effective Date) These Articles of Incorporation shall take effect from March 28, 2014.

Addendum

Article 1 (Effective Date) These Articles of Incorporation shall take effect from March 31, 2015.

Addendum

Article 1 (Effective Date) These Articles of Incorporation shall take effect from March 29, 2019. However, the amended provisions of Articles 8, 9, 14, 15, and 19 shall take effect from the date the Enforcement Decree of the Act on Electronic Registration of Stocks and Bonds is implemented.

Addendum

Article 1 (Effective Date) These Articles of Incorporation shall take effect from March 27, 2020.

Addendum

Article 1 (Effective Date) These Articles of Incorporation shall take effect from November 16, 2021.

Addendum

Article 1 (Effective Date) These Articles of Incorporation shall take effect from March 26, 2024.

Addendum

Article 1 (Effective Date) These Articles of Incorporation shall take effect from March 25, 2025.