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Exhibit 1.1 Articles of Incorporation dated March 25, 2005 of hanarotelecom incorporated -i-




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Articles of Incorporation of hanarotelecom incorporated Table of Contents Chapter I. General Provisions Article 1. Corporate Name
Article 2. Objectives
Article 3. Head Office and Branch Offices
Article 4. Public Notice Chapter II. Shares Article 5. Number of Authorized Shares
Article 6. Par Value
Article 7. Number of Initial Shares
Article 8. Shares and Denominations of Share Certificates
Article 9. Preemptive Rights
Article 9-2. Stock Purchase Option Rights
Article 10. Limitation on Shareholdings
Article 11. Transfer Agent
Article 12. Report of Names, Addresses and Seal Impressions of Shareholders, Etc.
Article 13. Closure of Shareholders Register and Setting of Record Date Chapter III. Corporate Bonds Article 14. Issuance of Convertible Bonds
Article 15. Issuance of Bonds with Warrants
Article 16. Application of Certain Articles for the Issuance of Bonds Chapter IV. General Meetings of Shareholders Article 17. Types and Time for Convening Shareholders Meetings
Article 18. Call for Shareholders Meetings
Article 19. Notice for Convening Shareholders Meetings and Public Notice Thereof
Article 20. Venue of General Meetings
Article 21. Chairman -ii-




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Article 22. Chairmans Power to Maintain Order
Article 23. Voting Rights
Article 24. Split Voting
Article 25. Voting by Proxy
Article 26. Matters Requiring Resolutions of Shareholders Meetings
Article 26-2. <Deleted on October 21, 2003>
Article 27. Method of Resolution
Article 27-2. Cumulative Voting
Article 28. Minutes of the General Meeting Chapter V. Directors, Board of Directors and Auditors Article 29. Directors
Article 30. Vacancy in Directorship
Article 31. Responsibilities of Directors
Article 32. Board of Directors
Article 33. Convening of Board Meetings
Article 34. Resolutions of the Board of Directors
Article 35. Matters for which Board Resolutions are Required
Article 35-2. Sub-Committees of the Board of Directors
Article 36. Minutes
Article 37-2. Audit Committee
Article 37-3. Outside Director Candidate Nominating Committee
Article 38. Responsibilities of the Statutory Auditor
Article 39. Audit Report
Article 40. Remuneration and Severance Pay Chapter VI. Business Plans Article 41. <Deleted on October 21 , 2003>
Article 42. <Deleted on October 21 , 2003> Chapter VII. Accounting Article 43. Fiscal Year
Article 44. Financial Statements and Business Reports, Etc.
Article 45. Appropriation of Earned Surplus
Article 46. Dividends to Shareholders Chapter VIII. Supplementary Provisions Article 47. Regulations
Article 48. Notices -iii-




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Chapter IX. Incorporation of Company Article 49. Preincorporation Expenses
Article 50. Names and Addresses of Promoters
Article 51. Representative of Company Prior to Incorporation Addenda -iv-




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Articles of Incorporation
of hanarotelecom incorporated Enacted on Aug. 30, 1997
First Amendment on Sept. 23, 1997
Second Amendment on March 30, 1998
Third Amendment on August 28, 1998
Fourth Amendment on February 26, 1999
Fifth Amendment on October 1, 1999
Sixth Amendment on March 17, 2000
Seventh Amendment on March 23, 2001
Eighth Amendment on March 29, 2002
Ninth Amendment on October 21, 2003
Tenth Amendment on March 26, 2004
Eleventh Amendment on December 16, 2004
Twelfth Amendment on March 25, 2005 Chapter I. General Provisions Article 1.Corporate name The corporate name of the Company shall be hanarotelecom chushik hoesa in Korean, and
hanarotelecom incorporated in English. <as amended on Aug. 28, 1998, Dec. 16,
2004>. Article 2.Objectives  (1)
    
    The objectives of the Company shall be; to play a leading role in the nations efforts to
accomplish a society of multimedia super-highway telecommunication industry by efficient
performance of telecommunication business; and to establish and operate the nations second
basic communication service network, as a preparation against any national disaster or
calamity, by diversified communication channels and automatic recovery system to be
established; and so to enhance the improvement of the end-users convenience and public
welfare. <as amended on Mar. 26, 2004>(2)
    
    In order to accomplish such objectives as set forth in the foregoing Paragraph (1), the
Company shall;  1.
    
    Provide broadband internet access services; <Inserted on Mar. 26,
2004> -1-




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2.
    
    Provide local telephony, long distance telephony and international
telephony services; <as amended on Mar. 26, 2004>3.
    
    Lease telecommunications lines and facilities related thereto;4.
    
    Establish, own and operate telecommunication networks;5.
    
    Manufacture, sell and supply equipment and/or machines incidental or
conducive to telecommunication business;6.
    
    Research and develop technologies related to telecommunications;7.
    
    Initiate the future communication industries, new media business and the
related there under; <as amended on Mar. 26, 2004>8.
    
    Undertake any overseas activities, for any of the objectives set forth in
the foregoing items;9.
    
    Lease real estates, and facilities thereof; <as amended on March 30,
1998, Mar. 26, 2004>;10.
    
    <Deleted on March 30, 1998>11.
    
    Perform any activities/or business mandated by laws and regulations
applicable to telecommunication activities; and12.
    
    Conduct any and all activities directly or indirectly related to or
incidental to any of the foregoing objectives.  (3)
    
    The Company shall conduct any activities required by laws and regulations, in addition to
those set forth in the foregoing Paragraph (2) of this Article. Article 3.Head Office and Branch Offices  (1)
    
    The head office of Company shall be located in Seoul, Korea(2)
    
    The Company may establish branches and/or offices at any place it deems necessary to do so. Article 4.Public Notices Public notices of the Company shall be made by publishing them in The Korean Daily (or
its successor in case of merger or change of name), a daily newspaper published in Seoul,
Korea. <Amended as of October 1, 1999.> Chapter II. Shares Article 5.Number of Authorized Shares The total number of shares to be issued by the Company shall be seven hundred million
(700,000,000) shares. <as amended on October 21 , 2003.> Article 6.Par Value -2-




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The par value of each share issued by the Company shall be Five Thousand (5,000) Won. Article 7.Number of Initial Shares The total number of shares to be issued by the Company upon its incorporation are One
Hundred Twenty Million Eighty-two Thousand Two Hundred (120,082,200) shares. <As
amended on Sept. 23, 1997> Article 8.Class of Shares and Denomination of Share Certificates The shares issued by the Company shall be registered common shares, which shall be
represented by share certificates in eight (8) denominations: One (1), Five (5), Ten (10),
Fifty (50), One Hundred (100), Five Hundred (500), One Thousand (1,000) and Ten Thousand
(10,000) share(s). <Amended as of March 23, 2001> Article 9.Preemptive Rights  (1)
    
    Each shareholder of the Company shall have a preemptive right to subscribe for any new shares
to be issued by the Company in proportion to its shareholding ratio.(2)
    
    If any shareholder waives or forfeits its preemptive rights, or if any fractional number of
 shares(odd shares) is created in the course of allotting of such new shares, then such
 shares waived or forfeited or the odd shares shall be disposed in accordance with by
resolution of the Board of Directors of Company.
<As amended on August 28, 1999>(3)
    
    Notwithstanding the provisions of the foregoing Paragraph (1), the Company may, by
resolution of the Board of Directors, allocate such new shares to any persons, including
persons other than existing shareholders <As amended on August 28, 1998>;  1.
    
    If new shares are subscribed by the public pursuant to the Securities and
Exchange Act;2.
    
    If new shares are offered to the public in the form of an increase of
paid-in capital by means of a general public offer pursuant to a resolution of the
Board of Directors, in accordance with the Securities and Exchange Act;3.
    
    If new shares are allotted to members of employee shareholders
association in accordance with the relevant provisions of the Securities and
Exchange Act; <As amended on April 28, 1998>4.
    
    If new shares are issued in the form of depositary receipts (DR) in
accordance with the Securities and Exchange Act;5.
    
    <Deleted March 30, 1998>; -3-




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6.
    
    If new shares are issued to any person exercising stock option rights
conferred pursuant to Article 189-4 of the Securities and Exchange Act <Inserted
on February 26, 1999.>;7.
    
    If new shares are issued to a foreign telecommunications company or a
foreign financial/investment institution that has completed the foreign investment procedures for the purpose of strategic alliance in relation
to the business. <Inserted on October 1, 1999.>8.
    
    If new shares are issued to domestic strategic or financial investors or
the employees or officers of the Company up to an amount not exceeding 10% of the
then current total issued and outstanding shares of the Company for the purpose of
realizing the Companys business objectives, including, but not limited to,
improving its financial structure and entering into new business areas. <Inserted
on Mar. 26, 2004>  (4)
    
    <Deleted on October 21, 2003>(5)
    
    In case the Company issues new shares through right issues, bonus issues and stock dividends,
the new shares shall be deemed to have been issued at the end of the fiscal year immediately
prior to the fiscal year during which the new shares are issued for purposes of distribution
of dividends for such new shares. Article 9-2.Stock Purchase Option Rights<Inserted on Feb. 26, 1999, as amended on March
17, 2000>  (1)
    
    To the extent permitted under the Securities and Exchange Act, the Company may grant its
officers and employees (including, without limitation, the officers/employees of the Companys
affiliates as described in Article 189-4, Paragraph (1) of the Securities and Exchange Act)
stock options by a special resolution of a shareholders as prescribed under Article 189-4
of the Securities and Exchange Act. Provided, pursuant to Article 189-4, Paragraph (3) of the
Securities and Exchange Act, such rights may be granted by a resolution of the Board of
Directors meeting to the extent of 10% of the Companys total number of shares issued and
outstanding, subject to applicable laws and regulations. Other than in the case of death,
mandatory retirement or other involuntary termination of employment not attributable to the
grantee, a stock option can only be exercised if the grantee has been employed by the Company
for at least two (2) years after such stock option was granted and must be exercised within
five (5) years from the date in which the option becomes exercisable. <Amended as of
October 21, 2003>(2)
    
    The stock option rights may be granted to any officer or employee of the Company, who has
contributed or are qualified to contribute, to the establishment, and management, overseas
operations, technological innovation -4-




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or the like. Provided, however, the stock purchase
options shall not be granted to:  1.
    
    the largest shareholder in the Company and specially related person(s)
(as defined in Article 10-3, Paragraph 2, of the Enforcement Decree of the
Securities and Exchange Act); or2.
    
    Major shareholders and their specially related persons as defined in
Article 188 of the Securities and Exchange Act; or3.
    
    Any person who becomes a major shareholder by exercising the stock
purchase option rights hereunder pursuant to Article 188 of the Securities and
Exchange Act. <Amended as of October 21, 2003>  (3)
    
    Shares to be delivered upon exercise of the stock option rights (in the event the difference
between the price of shares at which the stock purchase option is exercised and market price
thereof is paid in cash or delivered from treasury stock, such shares that are used as the
basis of calculation of such differences.) shall be registered common shares.(4)
    
    The purchase price for each share when exercising stock option rights shall be determined in
accordance with the relevant laws and regulations.(5)
    
    The stock option rights shall be exercisable in compliance with the Securities and Exchange
Act. <Amended as of October 21, 2003>(6)
    
    The stock purchase option rights may be cancelled by a resolution of the Board of Directors;  1.
    
    If the officer or employee conferred with the stock purchase option
rights hereunder resigns voluntarily or is discharged from his or her office; or2.
    
    If the officer or employee conferred with the stock purchase option
rights hereunder inflicts substantial or material damage on the Company by his/her
willful misconduct or negligence; or3.
    
    If any of the causes for the cancellation of stock purchase option rights
as set forth in the Stock Option Agreement occurs. Article 10.Limitation on Shareholdings<Title Changed on August 28, 1998> Any restriction or limitations on the shareholding ratios of the shareholders of the
Company shall be as prescribed in the relevant provisions of laws and regulations related
to telecommunications. <Inserted on Aug. 28, 1998>. (1) ~ (9) <Deleted on Aug. 28, 1998> Article 11.Transfer Agent<Title changed on March 30, 1998> -5-




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(1)
    
    The Company shall have a transfer agent in respect of shares in Company. <Inserted on
March 30, 1998>.(2)
    
    The appointment of such transfer agent and any contract regulating the scope of the agents
duties shall be made in compliance with a resolution of the Board of Directors and shall be
noticed to the public.<Inserted on March 30, 1999>.(3)
    
    The register of shareholders of the Company or a copy of it shall be kept at the office of
the transfer agent, and the alteration of entries in the register of
shareholders as well as the creation or cancellation of pledges and trusts, issuance of
share certificates, acceptance of reports and other related activities shall be handled by
the transfer agent.
<As amended on August 28, 1998>.(4)
    
    Such procedures as referred to in the foregoing Paragraph (3) shall be performed in compliance
with the regulations regarding transfer agency services for securities.
<As amended on August 28, 1998>.(5)
    
    ~ (7) <Deleted on August 28, 1998>  Article 12.
    
    Report of Names, Addresses and Seal Impression of
Shareholders, Etc.  (1)
    
    Shareholders and registered pledgees shall report their names, addresses, and seal
impressions or specimen signatures with the transfer agent appointed under Article 11 hereof.
<As amended on March 30, 1998>(2)
    
    Shareholders or registered pledgees who reside overseas shall designate an agent and a place
within the Republic of Korea for the delivery and receipt of notices from Company.(3)
    
    Any changes in respect of the foregoing Paragraph (1) and (2) shall promptly be reported to the
Company.(4)
    
    The Company shall not be responsible for any damages sustained by any shareholder or
registered pledgee arising from the failure to comply with the provisions of the foregoing
Paragraphs.  Article 13.
    
    Closure of Shareholders Register and Setting of Record Date. -6-




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(1)
    
    The Company shall suspend alteration of entries in the register of shareholders, registration
of pledges, creation and cancellation of trust property for one month, commencing from the day
following the last day closing of each accounting period.(2)
    
    The Company shall entitle every shareholder on its shareholders list as of the last day of
each fiscal year to vote at the meeting of the annual ordinary general shareholders meeting
held for such fiscal year.(3)
    
    The Company may suspend alteration of entries in the register of shareholders for a period
not exceeding three (3) months or set a record date when necessary for convening an
extraordinary general meeting of shareholders or for other reasons, in accordance with a
resolution of the board of directors. The
Company may suspend the alteration of entries in the registry of shareholders and at the
same time set a record date, when considered necessary by the board of directors.(4)
    
    The Company shall give public notice of the period and dates referred to in preceding
Paragraph (3) at least two weeks in advance of the commencement of the period and of the
occurrence of such date. Chapter III. Corporate Bonds  Article 14.
    
    Issuance of Convertible Bonds  (1)
    
    The Company may issue convertible bonds to persons, including persons other than its
shareholders by a resolution of its Board of Directors to the extent that the aggregate face
value of the bonds does not exceed Five Hundred Billion (500,000,000,000) Won:  1.
    
    where the Company issues convertible bonds by a general public offering;2.
    
    where the Company issues convertible bonds in order to solicit foreign
investment pursuant to the Foreign Investment Promotion Act when necessary for its
management;3.
    
    where the Company issues convertible bonds to domestic/overseas companies
which are in strategic/operations cooperation in connection with the Companys
management and technology;4.
    
    where the Company issues convertible bonds to domestic/overseas financial
institutions in order for an urgent raising of funds; -7-




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5.
    
    where the Company issues convertible bonds in overseas market pursuant to
Article 192 of the SEA; or6.
    
    where the Company issues convertible bonds to individual or corporate
investors as determined by a special resolution of a general shareholders meeting
for the purpose of raising funds. <Amended as of October 21, 2003>  (2)
    
    The total number of shares to be issued upon conversion of the convertible bonds referred to
in the foregoing Paragraph (1) shall not exceed the balance of authorized shares remaining
unissued by the Company.(3)
    
    The Board of Directors may decide to issue the convertible bonds referred to in Paragraph (1)
with the condition that only a portion of the bonds shall have conversion rights.(4)
    
    All shares issued upon conversion of the convertible bonds shall be common shares, and the
conversion price shall be as determined by the Board of Directors.(5)
    
    The conversion period during which the conversion rights may be exercised shall be from the
day immediately following the date of issuance of the convertible bonds until the maturity
day. The conversion period, however, may be adjusted by a resolution of the Board of
Directors within the period of time as referred to above.(6)
    
    The distribution of any interest or the payment of any
dividends declared on the shares issued upon conversion
of convertible bonds under Paragraph (1) shall be made
in compliance with Article 9, Paragraph (5) hereof.(7)
    
    <Deleted on August 28, 1998>  Article 15.
    
    Issuance of Bonds with Warrants  (1)
    
    The Company may issue bonds with warrants to persons, including persons other than its
shareholders by a resolution of its Board of Directors to the extent that the aggregate face
value of the bonds with warrants shall not exceed Five Hundred Billion (500,000,000,000) Won:  1.
    
    where the Company issued bonds with warrants by a general public offering; -8-




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2.
    
    where the Company issues bonds with warrants in order to solicit foreign
investment pursuant to the Foreign Investment Promotion Act when necessary for its
management;3.
    
    where the Company issues bonds with warrants to domestic/overseas companies
which are in strategic/operations cooperation in connection with the Companys
management and technology;4.
    
    where the Company issues bonds with warrants to domestic/overseas financial
institutions in order for an urgent raising of funds;5.
    
    where the Company issues bonds with warrants in overseas market pursuant to
Article 192 of the SEA; or6.
    
    where the Company issues bonds with warrants to individual or corporate
investors as determined by a special resolution of a general shareholders meeting for
the purpose of raising funds. <Amended as of October 21, 2003>  (2)
    
    The total number of shares to be issued upon the exercise of the warrants referred to in the
foregoing paragraph (1) shall not exceed the balance of authorized shares remaining unissued by
Company.(3)
    
    The total number of shares for which the warrants may be exercised shall be determined by the
Board of Directors of the Company, and shall not exceed the total face value of the issued
bonds.(4)
    
    The shares to be issued upon the exercise of the warrants shall be common shares. The
exercise price shall be determined by the Board of Directors at the time of issuance of the
bonds.(5)
    
    The period during which the warrants may be exercised shall be from the date one day after
the date of issuance of the bonds with warrants until one day prior to the maturity date. The
exercise period, however, may be adjusted by a resolution of the Board of Directors of the
Company within the period of time referred to above.(6)
    
    In calculating the interest on the bonds with warrants or the dividends on the shares issued
upon the exercise of the warrants, the provisions of Article 9, Paragraph 4 hereof, shall
apply mutatis mutandis.(7)
    
    <Deleted on August 28, 1998>  Article 16.
    
    Application of Certain Articles for the Issuance of Bonds -9-




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Articles 11, 12 and 13 hereof shall apply mutatis mutandisin cases of the issuance of
bonds by the Company. Chapter IV. General Meeting of Shareholders  Article 17.
    
    Types and Time for Convening Shareholders Meetings  (1)
    
    The general meeting of shareholders of the Company shall consist of ordinary general meetings
and extraordinary general meetings.(2)
    
    The general meeting shall be held within three (3) months after the closing of each fiscal
year. An extraordinary general meeting shall be held whenever it is considered necessary.  Article 18.
    
    Call for Shareholders Meetings  (1)
    
    Except as otherwise provided for in the relevant laws and regulations, the Representative
Director shall convene a shareholders meeting of the Company in accordance with the resolution
of the Board of Directors. <Amended as of October 21, 2003>(2)
    
    If the Representative Director is absent or unable to perform his or her responsibilities,
then Article 31, Paragraph (2) hereof shall apply mutatis mutandis.  Article 19.
    
    Notice for Convening Shareholders Meetings and Public Notice Thereof  (1)
    
    A notice for a general meeting of shareholders of Company shall be made in writing or by
email, stating the date, time, venue and agenda of such meeting and dispatched to each
shareholder of the Company at least two (2) weeks prior to such date of meeting. Provided
however in the event a notice for a general meeting sent to the address of any shareholder
recorded in the Shareholders Register has not been received by such shareholder for three (3)
consecutive years for any reason whatsoever, then the Company does not have to send to such
shareholder any notice for general meetings to be held thereafter. <Amended as of October
21, 2003>(2)
    
    In the case of shareholders holding shares not more than one-hundredth(1/100) of the total
issued and outstanding shares of the Company, the notice requirement described in Paragraph
(1), above, may be substituted with public -10-




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notices published on no less than two occasions in
each of two (2) daily newspapers published in Seoul, Korea such as The Korea Daily and
Maeil Economic Daily Newspaper, no later than two (2) weeks prior to the scheduled date for
meeting. Such public notices shall contain the intention to convene the general meeting of
shareholders and the agenda of such meeting. <Amended on October 1, 1999>  Article 20.
    
    Venue of General Meetings The Meeting shall be convened at the head office of the Company or, when considered
desirable, at an adjacent location.  Article 21.
    
    Chairman The Representative Director shall preside over all general meetings of shareholders,
provided, however, that in the event that he or she is absent or unable to perform his or
her responsibilities, then the provisions set forth in
Article 31, Paragraph (2), shall
apply mutatis mutandis. <Amended as of October 21, 2003>  Article 22.
    
    Chairmans Authority to Maintain Order The chairman of the general meeting of shareholders may order anybody who intentionally
disrupts the proceedings of a meeting or causes disorder at the meeting to stop speaking,
to retract his or her words or to leave the meeting. The Chairman may also restrict the
length and frequency of the speech of shareholders when it is deemed necessary for the
meeting to proceed smoothly.  Article 23.
    
    Voting Rights Each shareholder shall have one voting right for each share owned.  Article 24.
    
    Split Voting  (1)
    
    Any shareholder having two (2) or more voting rights and desiring to cast his or her votes in
split voting method, shall give the Company three (3) days prior notice thereof in writing,
specifying his or her intention thereof and the reasons therefore.(2)
    
    The company may refuse to permit the foregoing split voting by a shareholder, unless the
shareholder has accepted a certain number of shares in trust from other shareholders of the
Company or possesses shares in the Company for the benefit of other persons, in addition to
the shares in the Company owned by himself or herself.  Article 25.
    
    Voting by Proxy -11-




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(1)
    
    A shareholder may exercise his/her vote by proxy. In this case, the proxy holder must
present the Company with documents evidencing his/her power of representation prior to the
opening of a general shareholders meeting. <Amended as of October 21, 2003>(2)
    
    For the purposes of Paragraph (1), a person who is appointed as a proxy may or may not be a
shareholder of Company, and shall submit an evidence of his appointment in writing to the
general meeting of shareholders for which such appointment is made.  Article 26.
    
    Matters Requiring Resolutions of Shareholders Meeting  (1)
    
    The general meeting of shareholders shall resolve each of the following: <Amended as of
October 1, 1999 and as of March 17, 2000>:  1.
    
    Appointment or dismissal of a director;2.
    
    Imposition of limitations on the remuneration for directors;3.
    
    Approval of settlement of accounts;4.
    
    Amendment of the Articles of Incorporation;5.
    
    Merger or dissolution of Company; or6.
    
    Any other matters for which resolutions of general meeting of
shareholders are required by the relevant laws or by the Board of Directors.  (2)
    
    If the shares of the Company are listed or traded on an overseas market, the Company shall
obtain approval from the General Meeting of Shareholders to the extent such approval is
required under the Rules and Regulations of the supervising authorities of the relevant
overseas market where the shares are listed or traded. <Inserted as of October 1, 1999.>  Article 26-2.
    
    <Deleted on October 21, 2003>  Article 27.
    
    Method of Resolution  (1)
    
    Except as otherwise provided for in relevant laws and regulations or these Articles of
Incorporation, a resolution of a general meeting of shareholders shall be adopted by a simple
majority vote, but the majority shall consist of at least twenty-five percent (25%) or more of
the total number of issued and outstanding shares of the Company.(2)
    
    Any of the following resolutions shall be adopted by a at least a two-thirds (2/3) or more
affirmative vote of the shareholders present at the meeting, which affirmative votes shall
also constitute at least one-third (1/3) or more of the total number of issued and outstanding
shares of the Company; -12-




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1.
    
    Amendment of these Articles of Incorporation;2.
    
    Removal of a director <Amended as of March 17, 2000>3.
    
    Reduction of capital;4.
    
    Merger or dissolution of Company;5.
    
    Transfer of the entire or substantial part of business of Company by any
means;6.
    
    Lease of entire business, delegation of business operations, or the
execution, modification or cancellation of agreements from which profits/losses
shall affect both parties;7.
    
    <Deleted on March 26, 2004>8.
    
    Any other matters requiring such special resolutions under the relevant
laws and regulations. <Amended as of October 21, 2003>  (3)
    
    <Deleted on August 28, 1999>  Article 27-2.
    
    Cumulative Voting With regard to the appointment of directors of the Company, the provisions of Article
382-2 of the KCC shall not apply. <Inserted as of October 1, 1999.>  Article 28.
    
    Minutes of the General Meeting The proceedings and resolutions of the Meeting shall be recorded in the minutes which,
after being signed or sealed by the chairman of the Meeting and all the directors present,
shall be kept at the Companys head office and branches. Chapter V. Directors, Board of Directors and Audit Committee  Article 29.
    
    Directors  (1)
    
    The total number of directors of the Company shall be within fifteen (15) directors. The
outside directors prescribed under Article 191-16 of the Securities And Exchange Act (Outside
Directors), shall not be a majority of the total number of Directors. <Amended as of
October 1, 1999> < Amended as of March 29, 2002> <Amended as of October 21,
2003> < Amended as of March 25, 2005>(2)
    
    The only director who engages in the regular business of the Company (Standing Director)
shall be the Representative Director. The Outside Directors shall be nominated by the Outside
Director Candidate Nominating Committee. All the Directors (standing, non-standing and Outside
Directors) shall be elected at the general meeting of shareholders. <Amended as of March
29, 2002> <Amended as of October 21, 2003> -13-




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(3)
    
    <Deleted on October 21, 2003>(4)
    
    <Deleted on March 25, 2005>(5)
    
    Notwithstanding the provisions of paragraph (2), the shareholders may exercise their right of
proposal as provided under the KCC, Securities and Exchange Act and other relevant laws and
regulations to recommend candidates for Directors. <Inserted as of October 1, 1999.>(6)
    
    <Deleted on October 21, 2003>(7)
    
    <Deleted on October 21, 2003>(8)
    
    <Deleted as of March 23, 2001>(9)
    
    <Deleted on October 21, 2003>(10)
    
    The Company may appoint Chairman, Vice-Chairman(s), President(s), Vice President(s), Senior
Vice President(s), Executive Vice President(s) among the Directors by a resolution of the
Board of Directors. <Amended as of October 1, 1999.> <Amended as of March 23,
2001> <Amended as of March 29, 2002>(11)
    
    <Deleted as of October 1, 1999>(12)
    
    <Deleted as of October 1, 1999>(13)
    
    The term of office of a director shall be a three (3) year term. However, if the term ends
before the ordinary general meeting of shareholders for the last fiscal year of his of her
term, it shall be extended until the end of the ordinary general meeting of shareholders.(14)
    
    Such director elected to fill any vacancy shall serve for a three (3) year term commencing
with the day on which he or she is elected.  Article 29-2.
    
    Qualification of Directors  (1)
    
    An officer or employee of any company competing with the Company by being engaged in a
business that is the same or similar to any of those listed in Article 2 of AOI of the
Company, or of any other company belonging to the same business group as such company pursuant
to the Monopoly Regulation and Fair Trade Act, shall not become a director of the Company,
and, in the event that a director of the Company becomes subject to any of the foregoing -14-




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disqualification requirements, the same director shall lose his or her status as a director of
the Company immediately. <Inserted as of March 25, 2005>(2)
    
    For the purposes of securing the fairness in the management of the Company and/or protecting
investors, the Company shall appoint an Outside Director a person who satisfies the
qualifications of Outside Directors as set forth in the Securities and Exchange Act and its
related regulations. Further, in the event that an Outside Director becomes subject to any of
the disqualification requirements under the same law or regulations, the person shall lose his
or her status as an Outside Director immediately. <Inserted as of March 25, 2005>  Article 30.
    
    Vacancy in Directorship  (1)
    
    In case of a vacancy in the office of a director, such vacancy shall be filled as soon as
practicable by holding a shareholders meeting to appoint a replacement director. <Amended
as of October 21, 2003>(2)
    
    The office of a director shall be deemed vacant in the event of each of the following;  1.
    
    If he or she is deceased;2.
    
    If he or she is declared bankrupt;3.
    
    If he or she is declared incompetent or quasi-incompetent; or4.
    
    If he or she is finally sentenced to imprisonment or a heavier
punishment.  Article 31.
    
    Responsibilities of Directors  (1)
    
    There shall be only one (1) Representative Direct to represent the Company. The
Representative Director shall execute all resolutions adopted by the Board of Directors, and
carry out the general management and operation of the Company. <Amended as of March 23,
2001> <Amended as of October 21, 2003>(2)
    
    If the Representative Director is absent or unable to perform his or her responsibilities for
any reason whatsoever, a designated replacement representative director, as appointed by a
majority of the Board of Directors, shall perform the responsibilities of the Representative
Director but, if such absence or inability is only temporary, only until the Representative
Director is able to perform his or her responsibilities. The Board of Directors may designate
a director as the designated replacement representative director prior to such absence or
inability of the Representative Director and, when he or she commences to perform the
responsibilities of a Representative Directors, such director will become a Standing Director.
In the event that the designated replacement representative director is also absent or unable
to perform his or -15-




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##### 



her responsibilities for any reason whatsoever, then the directors shall, in
accordance with a resolution of the Board of Directors, perform the responsibilities of the
Representative Director. <Amended as of March 23, 2001> <Amended as of October 21,
2003>(3)
    
    If a director becomes aware of any event which may cause material damage to the Company,
such director should immediately report to the Audit Committee thereof. <Amended as of
March 17, 2000>  Article 32.
    
    Board of Directors  (1)
    
    The Board of Directors shall consist of the directors of Company, and shall make, by
resolutions, decisions on important matters in the course of operation of Company.(2)
    
    <Deleted as of October 1, 1999.>(3)
    
    The Chairman shall be appointed by the Board of Directors and shall preside over each
meeting of the Board of Directors. Unless otherwise resolved by the Board of Directors, the
Representative Director shall be the Chairman and in the event that the Representative
Director is absent or unable to perform his or her responsibilities, the provisions of Article
31, Paragraph (2) shall be applied mutatis mutandis. <Amended as of October 1, 1999.>
<Amended as of October 21, 2003>  Article 33.
    
    Convening of Board Meetings  (1)
    
    All Meetings of the Board of Directors shall be convened by the Representative Director or
upon the demand of any member of the Board of Directors. If the
Representative Director is absent or unable to perform his or her responsibilities, then
the provisions of Article 31, Paragraph (2) shall apply mutatis mutandis. <Amended as of
October 21, 2003>(2)
    
    The Representative Director shall provide notice of any Board of Directors meetings to each
director at least one (1) week prior to the scheduled date of such meeting. <Amended as of
March 17, 2000> <Amended as of October 21, 2003>  Article 34.
    
    Resolutions of the Board of Directors  (1)
    
    Except as otherwise provided for in these Articles of Incorporation, all resolutions of the
Board of Directors shall be adopted by a majority vote at a meeting where more than fifty
(50%) of the Directors are present; provided, -16-




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##### 



however, with respect to resolutions regarding
the removal of a member of the Audit Committee, the approval of at least two-thirds (2/3) of
the directors is necessary. <Amended as of March 17, 2000>(2)
    
    <Deleted as of October 1, 1999.>(3)
    
    No director who has a special interest in a matter for resolution can exercise his vote upon
such matter.  Article 35.
    
    Matters for which Board Resolutions are Required  The following matters shall be subject to the resolution of the Board of Directors;1.
    
    <Deleted on October 21, 2003>2.
    
    Annual business plans, budgets, and settlement of accounts;3.
    
    Call for a general meeting of shareholders and the agenda therefore;4.
    
    Enactment or the amendment or repeal of important internal regulations;5.
    
    Establishment, removal or closing of branch or other offices of the
Company;6.
    
    Borrowing money, except as otherwise provided for in separate regulations
where the Representative Director is authorized to borrow money in an amount not
exceeding a certain limit;7.
    
    Election or removal of the Representative Director and/or the designated
replacement representative director <Amended as of October 21, 2003>;8.
    
    Issuance of new shares;9.
    
    Acquisition or disposal of material assets;10.
    
    Institution of any important suit or settlement by compromise;11.
    
    Allowing directors to carry on any business in competition with the
Company;12.
    
    <Deleted on August 28, 1998>13.
    
    Any other matters for which a resolution of Board of Directors is
required by these Article of Incorporation (As amended on August 28, 1998>;14.
    
    Formation of a sub-committee within the Board of Directors in accordance
with the provisions of the KCC and the appointment and removal of such sub-committee
members; or <Inserted as of March 17, 2000>15.
    
    Any other important matters.  Article 35-2.
    
    Sub-Committees of the Board of Directors Based upon the regulations of the Company, the Board of Directors may form a
sub-committee composed of at least two directors to carry out certain specialized -17-




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##### 



functions
and may delegate powers to such a sub-committee within a specific scope.  Article 36.
    
    Minutes  (1)
    
    With respect to a meeting of the board of directors, the matters considered by the board of
directors, the progress of the meeting, the results, those opposing the matters presented and
the reasons for opposition thereof shall be recorded in minutes which shall bear the names and
seals or signatures of the directors in attendance at the meeting. <Amended as of March 17,
2000>(2)
    
    A shareholder may make a request to review the minutes of the board of directors or to copy
them during business hours.(3)
    
    The Company may refuse a request made pursuant to paragraph 2 for a specified reason. In
this case, the shareholder may obtain the permission of the court and review the minutes or
copy the records.  Article 37.
    
    <Deleted as of March 17, 2000>  Article 37-2.
    
    Audit Committee<Inserted as of October 1, 1999.>  (1)
    
    The Company shall establish an Audit Committee in order to examine internal transactions,
potential conflicts of interest and other relevant matters.(2)
    
    The Audit Committee shall be composed of at least three (3) Outside Directors based upon the
resolution of the board of directors. However, persons who fall within each provision of
Article 415-2(2) of the KCC cannot compose more than one-third (1/3) of the Audit Committee.
<Amended as of March 17, 2000> <Amended as of March 29, 2002>(3)
    
    In the event the Company lists of transacts its shares on a foreign stock exchange market,
the qualifications of the members of the Audit Committee and the composition thereof shall
fulfill the requirements of the laws and regulations of
the relevant country and the rules and regulations of the supervisory authority of such
country. <Inserted as of March 17, 2000>(4)
    
    Matters relating to the delegation of powers to the Audit Committee and the operation of such
Audit Committee shall be determined in accordance with the Audit Committee Rules determined by
the board of directors. <Amended as of March 17, 2000>  Article 37-3.
    
    Outside Director Candidate Nominating Committee<Inserted as of March 29,
2002.> -18-




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##### 



(1)
    
    The Company shall establish an Outside Director Candidate Nominating Committee in accordance
with the Securities and Exchange Act or any other statutes in order to nominate candidates for
Outside Directors to general meeting of shareholders.(2)
    
    The Outside Director Candidate Nominating Committee shall be composed of three (3) Directors
and Outside Directors shall constitute at least half of the total number of this committee.
The term for each member of the Outside Director Candidate Nominating Committee shall be three
(3) year. If a member of the Outside Director Candidate Nominating Committee is absent or
unable to perform his or her responsibilities for any reason whatsoever, a designated
replacement member, as appointed by a resolution of the Board of Directors, shall perform the
responsibilities of such member. The Board of Directors may designate a director as the
designated replacement member prior to such absence or inability of a member. <Amended as
of October 21, 2003>(3)
    
    Matters relating to the delegation of powers to the Outside Director Candidate Nominating
Committee and the operation of such (Outside Director Candidate Nominating) a Committee shall
be determined in accordance with the Independent Director Candidate Nominating Committee Rules
determined by the Board of Directors.  Article 38.
    
    Responsibilities of the Statutory Auditor  (1)
    
    The Audit Committee shall audit the accounting records and business transactions of the
Company. <Amended as of March 17, 2000>(2)
    
    The Audit Committee shall examine the proposals and documents to be submitted by directors to
general meetings of shareholders, and subsequently report at the meeting his or her opinion on
whether there is any violation of law or these Articles of Incorporation or any other
irregularity that might materially affect the business of Company. <Amended as of March 17,
2000>(3)
    
    <Deleted as of March 17, 2000>(4)
    
    The Audit Committee may request the convening of an extraordinary general meeting of
shareholders by submitting a request in writing to the Board of Directors, specifying the
purpose and reason for such meeting.  Article 39.
    
    Audit Report of Audit Committee<Amended as of March 17, 2000> The Audit Committee shall prepare audit statements, which shall contain all of the
proceedings and results of such audit, and shall be signed and/or sealed by the chairman
of the Audit Committee and those members who are present. -19-




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##### 



Article 40.
    
    Remuneration and Severance Payment of Director<Amended as of March 17,
2000>  (1)
    
    The Board of Directors shall decide the remuneration and severance payment for each director
of the Company, subject to the ceiling amount as resolved by shareholders in the their general
meetings.(2)
    
    The Regulations for Officers Severance Payment, adopted by the general meeting of
shareholders of Company, shall apply in determining the severance payment for directors. Chapter VI. Business Plans  Article 41.
    
    <Deleted on October 21, 2003>.  Article 42.
    
    <Deleted on October 21, 2003>. Chapter VII. Accounting  Article 43.
    
    Fiscal Year The fiscal year of the Company shall begin on the first (1) day, of each year and end on
the thirty-first (31st) day of December of the same year.  Article 44.
    
    Preparation of the Financial Statements and Business Reports, Etc.  (1)
    
    The Representative Director shall, for each fiscal year, prepare each of the following
documents, attachments and business reports and obtain the approval of the Board of Directors
thereon, and deliver to the Audit Committee no later than six (6) weeks prior to the ordinary
general meeting of shareholders to be held for such business year; <Amended as of March 17,
2000>  1.
    
    Balance sheet;2.
    
    Profit and Loss Statement; and3.
    
    Statement of appropriation of retained earnings or statement of
disposition of deficit.  (2)
    
    The Audit Committee shall deliver to the Representative Director its audit report no later
than four (4) weeks after receiving the documents referred to in the foregoing paragraph.
<Amended as of March 17, 2000> -20-




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##### 



(3)
    
    The Company shall cause such documents and the audit report referred to in the foregoing
paragraphs (1) to be placed for five (5) years in the head office and for three (3) years in
each branch of the Company commencing one (1) week prior to the ordinary general meeting of
shareholders.(4)
    
    The Company shall give public notice of the balance sheet and the opinion thereon of an
independent auditor immediately after the document referred to in
paragraph (1) has been
approved by the ordinary general meeting of shareholders.(5)
    
    In the event that the Company causes the shares in the Company to be listed or traded on an
overseas securities market, to the extent related thereto, the Company shall comply with the
rules and regulations of the relevant supervising authorities in connection with the
preparation, submission and disclosure of information on the management and financial
condition of the Company. <Inserted as of October 1, 1999>  Article 45.
    
    Appropriation of Earned Surplus  (1)
    
    Earned surplus for each business year, including any carried-over profit, shall be
appropriated in the following order;  1.
    
    Earned surplus reserve;2.
    
    Other reserves required by law;3.
    
    Voluntary reserves;4.
    
    Dividends to shareholder;5.
    
    Any other sums required to be paid from earned surplus; and6.
    
    Profits to be carried forward to the next business year.  Article 46.
    
    Dividends to Shareholders  (1)
    
    Dividends to shareholders may be paid in cash or in the form of shares.(2)
    
    In case dividends are distributed in the form of shares, the Company may issue a new class of
 shares different from existing classes of shares issued and outstanding, subject to a
resolution of the general meeting of shareholders.(3)
    
    The dividends referred to in paragraph (1) shall be paid to the shareholders or registered
pledgees recorded in the Shareholders Register of the Company as of the end of each fiscal
year. -21-




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##### 



(4)
    
    The right to demand payment of dividends shall be expired if the right is not exercised
within five (5) years. Dividends, after the expiration of the period referred to above, shall
be reverted to the Company.(5)
    
    The Company may pay dividends only from those fiscal years in which the carried-over loss has
been replenished in full, after the commencement of local telephony services. Chapter VIII. Supplementary Provisions  Article 47.
    
    Regulations The Company may, with the approval of Board of Directors, adopt relevant regulations,
whichever necessary, required for the operation of the Company.  Article 48.
    
    Notices Any notice, demand, request, consent or any communication hereunder shall be made in
writing (including, without limitation, by hand delivery, registered airmail, email or
facsimile). <Amended as of October 21, 2003> Chapter IX. Incorporation of the Company  Article 49.
    
    Pre-incorporation Expenses Company shall bear and reimburse, up to the sum of Thirty-five Billion (35,000,000,000)
Won, all expenses incurred for the incorporation of Company, including expenses for
holding road-shows for organizing the Consortium, advertisements, preparation of the
Initial Business Plan, registrations, approvals and permits.  Article 50.
    
    Names and Addresses of Promoters The names and addresses of promoters of Company are as listed at the end of these Articles
of Incorporation.  Article 51.
    
    Representative of Company Prior to Incorporation The representative promoter shall, for the time being, represent the Company during the
procedures for incorporation and shall be in charge of the preparation
and submission of the application for the government permit for local telephony service
business. -22-




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##### 



Addenda August 30, 1997  Article 1.
    
    Effective Date These Articles of Incorporation shall become effective from the date of incorporation of
the Company.  Article 2.
    
    Interim Provisions for the Nomination of Non-executive Directors In applying
the provisions of Article 29, Paragraph (2) hereof, if the right of the Largest
Shareholder or Major Shareholders to nominate non-standing directors cannot be maintained
from the time the amended Telecommunications Business Act becomes effective after January
1, 1998, or if the shareholders association cannot maintain a position similar to the
Board of Directors, then the right of the Largest Shareholder and Major Shareholders to
nominate non-standing directors shall be replaced by their right to nominate standing
directors.  Article 3.
    
    <Deleted on August 28, 1998> In order to form a corporation in accordance with the foregoing terms and conditions, all
promoters of company have caused these Articles of Incorporation to be executed in their
names and under their seals hereunto affixed. Addendum Sept. 23, 1997  Article 1.
    
    Effective Date These Articles of Incorporation shall become effective from the day on which Company is
incorporated. Addenda March 30, 1998  Article 1.
    
    Effective Date These Articles of Incorporation shall become effective from March 30, 1998.  Article 2.
    
    <Deleted on August 28, 1998> -23-




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##### 



Addendum August 28, 1998  Article 1.
    
    Effective Date These Articles of Incorporation shall be become effective from August 28, 1998. Addendum February 26, 1999  Article 1.
    
    Effective Date These Articles of Incorporation shall become effective from February 26, 1999 Addenda October 1, 1999  Article 1.
    
    Effective Date These Articles of Incorporation shall become effective from October 1, 1999.  Article 2.
    
    Interim Provisions  (1)
    
    Amendment of the provisions in respect of recommendation of non-standing directors under
Article 29, Paragraph (2) shall not affect the term of office of non-standing directors who are
in office at the time of enforcement of the said provision.(2)
    
    Amendment of the provisions in respect of appointment of the Representative
Director/President under Article 29, Paragraph (9) shall not affect the term of office of the
Representative Director/President who is in office at the time of enforcement of the said
provision. Addenda March 17, 2000 -24-




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##### 



Article 1.
    
    Effective Date These Articles of Incorporation shall become effective from March 17, 2000.  Article 2.
    
    Interim Provisions Unless specified otherwise by these Articles of Incorporation, these Articles of
Incorporation shall apply to events or matters that arose prior to the effective date.
However, those matters that became effective under the previous Articles of Incorporation
shall not be affected. Addendum March 23, 2001  Article 1.
    
    Effective Date These Articles of Incorporation shall become effective from March 23, 2001. Addenda March 29, 2002  Article 1.
    
    Effective Date These Articles of Incorporation shall become effective from March 29, 2002.  Article 2.
    
    Interim Provisions  (1)
    
    Any person appointed as an Outside Director at the regular general meeting of shareholders in
2002 shall be deemed to be nominated by the Outside Director Candidate Nominating Committee.(2)
    
    Any Outside Director who holds office at the Company as non-standing Directors or independent
non-standing Directors at the regular general meeting of shareholders in 2002 shall be deemed
to be appointed as an Outside Director by the time when his or her terms of office expires
notwithstanding the provision of Article 29 (13) Addendum October 21, 2003 -25-




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Article 1.
    
    Effective Date These Articles of Incorporation shall be effective immediately upon the full payment of the
subscription price for the new shares to be issued below par value pursuant to the resolution
adopted at an extraordinary general meeting of shareholders on October 21, 2003. Addendum March 26, 2004  Article 1.
    
    Effective Date These Articles of Incorporation shall be effective as of March 26, 2004. Addendum December 16, 2004  Article 1.
    
    Effective Date These Articles of Incorporation shall be effective as of December 16, 2004. Addendum March 25, 2005  Article 1
    
    Effective Date These Articles of Incorporation shall be effective as of March 25, 2005.  Article 2
    
    Interim Provisions Paragraph 1 of Article 29-2 shall also be applicable to those directors that were appointed
prior to the effective date of these Articles of Incorporation. -26-