**Exhibit 1.1****ARTICLES OF INCORPORATION****SK TELECOM CO., LTD.**
 

 
**ARTICLES OF INCORPORATION**Adoptedon March 26, 1984Amended on       February 18, 1986 July 7, 1994  May 12, 1988 March 15, 1996  September 13, 1988 March 21, 1997  December 2, 1988 March 27, 1998  August 14, 1989 March 20, 1999  March 15, 1991 March 17, 2000  March 20, 1992 March 16, 2001    March 12, 2004    March 11, 2005    March 10, 2006**CHAPTER I. GENERAL PROVISIONS**Article 1.Corporate NameThe name of the Company shall be “SK Telecom Chusik Hoesa” (hereafter “Company”), whichshall be written in English as “SK Telecom Co., Ltd.” (amended on March 21, 1997).Article 2.Objectives (1) The objectives of the Company are as follows: rational management of thetelecommunications business, development of the telecommunications technology andcontribution to public welfare and convenience (amended on March 20, 1992).  (2) In order to achieve the above objectives, the Company carries on the followingbusinesses: 1. Information and communication business (amended on March 12,2004);  2. sales and leases business of subscriber handsets;  3. new media business;  4. advertising business;  5. mail order sales business;  6. chattel and/or real estate leasing business;  7. research and technology development relating to Items 1 through 4;  8. overseas and import/export business relating to Items 1 through 4;  9. manufacturing and distribution business relating to Items 1through 4;
 

 
 -3- 10. Tourism (established on March 10, 2006); and  11. any business or undertaking incidental or conducive to theattainment of the objects above. (3) To accomplish the above businesses effectively, parts of the businesses couldbe delegated in accordance with resolutions of the Board of Directors (established onAugust 14, 1989).Article 3.Head Office and Other OfficesThe Company shall have its head office in Seoul and may establish sub-organizations in theplace as required by a resolution of the Board of Directors.Article 4.Method of Public NoticePublic notices by the Company shall be given by publication in “Hankuk Kyungje Shinmoon”, adaily newspaper published in Seoul (amended on July 7, 1994).**CHAPTER II. SHARES**Article 5.Total Number of Shares to be IssuedThe total number of shares to be issued by the Company shall be two hundred twenty Million(220,000,000) shares (amended on March 17, 2000).Article 6.Par Value of a ShareThe par value of a share issued by the Company shall be five hundred (500) Won per share(amended on March 17, 2000).Article 7.Classes and Types of SharesThe classes of shares to be issued by the Company shall be common shares and preferred shares, both of which shall be in registered form. Share certificates to be issued by theCompany shall be in eight denominations of one (1), five (5), ten (10), fifty (50), onehundred (100), five hundred (500), one thousand (1,000) and ten thousand (10,000) shares(amended on August 14, 1989).
 

 
 -4-Article 8.Number and Characteristics of Preferred Shares (1) The preferred shares to be issued by the Company shall be of non-voting right,and the number thereof shall be Five Million Five Hundred Thousand (5,500,000) shares(amended on March 21, 1997).  (2) The dividend on the preferred shares shall be an amount not less than 9% andnot more than 25% of par value, as determined by the Board of Directors at the time ofissuance of the relevant shares (amended on March 21, 1997).  (3) In case the dividend ratio of the common shares exceeds that of the preferred shares, the Shareholder of the preferred shares shall be allotted at the dividend ratioof the common shares (established on March 21, 1997).  (4) If any dividends on preferred shares cannot be paid from the profits of thefiscal year concerned, then the holders of such preferred shares shall have the rightof preference to receive accumulated dividends unpaid for such year at the time ofdistribution of dividends on preferred shares for the succeeding fiscal year (amendedon March 21, 1997).  (5) If a resolution not to pay dividends on preferred shares is adopted, then thepreferred shares shall be deemed to have voting rights from the time of the GeneralMeeting of Shareholders following the General Meeting at which such resolution not topay dividends on preferred shares is adopted to the time of the end of the GeneralMeeting of the Shareholders at which a resolution to pay dividends on such preferred shares is adopted (established on August 14, 1989).  (6) In case the Company issues new shares by paid-in capital increase or non-paid-in capital increase, then the new shares issued with respect to the preferred shares shall be common shares in the case of paid-in capital increase and shall be the shares of same type in the case of non-paid-in capital increase (established on March21, 1997).  (7) The existing period of the preferred shares shall be for ten (10) years fromthe date of issuance, and the preferred shares shall be converted into common sharesupon the expiry thereof; provided, that if the holders of the preferred shares do notreceive the dividends entitled to them before the expiry date, then the existing periodshall be extended until such holders receive the dividends entitled to them in full.In this case, Article 10-2 shall apply *mutatis mutandis*in respect of the dividends onthe new shares issued upon conversion (established on March 21, 1997).     Article 9.No Issuance of Shares Certificates
 

 
 -5-Pursuant to a Shareholder’s request, the Company may not issue share certificates for all orpart of the shares owned by such Shareholder.Article 10.Preemptive Right (1) The Company’s Shareholders shall have the preemptive right to subscribe to new shares in proportion to their respective shareholdings. However, in the case ofabandonment or loss of the preemptive right of the Shareholders to subscribe for new shares, or if fractional shares remain at the time of allocation of new shares, such shares shall be disposed of by a resolution of the Board of Directors (amended onAugust 14, 1989).  (2) Notwithstanding Paragraph (1) above, if the Company issues new shares by publicoffering or depositary receipts in accordance with the Overseas Securities IssuanceRegulation, or issues new shares to increase the Company’s capital through publicofferings, the decision on preemptive right and other conditions onissuance of new shares are determined by a resolution of the Board of Directors (amended on March 20,1989).Article 10-2.Base Date for Calculation of Dividends for New SharesWhen the Company issues new shares by paid-in capital increase, non-paid-in capital increaseor stock dividend, with respect to the distribution of dividends on the new shares, the new shares shall be deemed to have been issued at the end of the fiscal year immediatelypreceding the fiscal year in which the new shares are issued (established on March 15,1996).Article 10-3.Stock Option (1) The Company may grant the Stock Options up to the limit as permitted byrelevant laws and regulations to its officers and employees or officers and employeesof an affiliated company as defined in relevant laws and regulations (in this Articlereferred to as ‘Officers and Employees’) by a special resolution of the General Meetingof Shareholders. Provided that, the Company may grant Officers and Employees the stockoption by a resolution of the Board of Directors up to the limit as permitted byrelevant laws and regulations (amended on March 8, 2002).  (2) Officers and Employers who may be granted Stock Options shall be such personwho has contributed to profit maximization or technical innovation of the Company or iscapable of such contribution; provided, that a person who is prohibited from beinggranted Stock Options by relevant laws and regulations shall be excluded from theforegoing (amended on March 8, 2002).
 

 
 -6- 1. (deleted on March 8, 2002).  2. (deleted on March 8, 2002).  3. (deleted on March 8, 2002). (3) The shares to be delivered upon exercise of Stock Option shall be common sharesin registered form (amended on March 17, 2000).  (4) The number of officers and employees to be granted with Stock Option shall notexceed 50% of the total number of officers and employees. The Stock Option that can begranted to each person shall not exceed 1/5000 of total issued and outstanding shares(amended on March 17, 2000).  (5) (deleted on March 17, 2000)  (6) The Stock Option may be exercised by the date set at the General Meeting ofShareholders or by the Board of Directors within a period of seven (7) years commencingfrom the date when the relevant officer or employee is entitled to exercise such StockOption (amended on March 16, 2001).  (7) The Stock Option may be canceled by the resolution of Board of Directors if anyof the following occurs (amended on March 17, 2000): 1. When the relevant officer or employee voluntarily retires orresign from the Company within three (3) years from the date of grant of StockOption (amended on March 17, 2000);  2. When the relevant officer or employee causes loss to theCompany due to his/her gross negligence or willful misconduct (amended on March17, 2000); or  3. When there occurs any other conditions for cancellation ofStock Option specified in the Stock Option agreement (amended on March 17,2000).Article 10-4.Redemption of Shares (1) Shares may be redeemed with profits to be distributed to Shareholders by aresolution at the Board of Directors in accordance with relevant laws andregulations.(established on March 16, 2001).  (2) Details of cancellation of shares with profits including the type and numbersof shares to be cancelled, total acquisition amount, period and method of
 

 
 -7-   acquisition, etc. shall be determined by the resolution of the Board of Directors inaccordance with relevant laws and regulations.(established on March 16, 2001).Article 11.Issuance at Current Market Price (1) All or a part of new shares to be issued by the Company may be issued at thethen-current market price, in which case the price of new shares shall be determined bya resolution of the Board of Directors (established on August 14, 1989).  (2) In case of Paragraph (1), notwithstanding the provisions of Article 10, theBoard of Directors may offer publicly or cause a person who has subscribed for new shares to underwrite new shares to be issued at the then-current market price inaccordance with the relevant provisions of the Securities and Exchange Act (establishedon August 14, 1989).Article 12.Transfer Agent (1) The company shall designate a transfer agent (amended on August 14, 1989).  (2) The transfer agent, the location where its services are to be rendered and thescope of its duties shall be determined by the Board of Directors of the Company andshall be publicly announced (amended on August 14, 1989).  (3) The Company shall keep the Register of Shareholders, or a duplicate thereof, atthe location where the transfer agent performs its duties. The transfer agent shallhandle the activities of making entries in the Registry of Shareholders, registeringthe creation and cancellation of pledges over shares, issuing share certificates,receiving reports and other related business (amended on August 14, 1989).  (4) The procedures for the activities referred to in Paragraph (3) above willcomply with the Regulation on the Securities Transfer Agency Business of the TransferAgent (amended March 15, 1996).Article 13.Report of Name, Address and Seal or Signature of Shareholders, etc. (1) Shareholders and registered pledgees shall report their names, addresses andseals or signatures to the transfer agent referred to in Article 12 (amended on March15, 1996).  (2) Shareholders and registered pledgees who reside in a foreign country shall
 

 
 -8-   appoint and report the place where, and an agent to whom, notices will be given inKorea (amended on August 14, 1989). (3) The same shall apply to changes in any matters referred to in Paragraphs (l)and (2) above (amended on August 14, 1989).  (4) The Company shall not be responsible for any loss or damage attributable to thefailure to comply with the above Paragraphs.Article 14.Suspension of Alteration of Register of Shareholders (1) The Company shall suspend entries of a change of Shareholders in the Registerof Shareholders, registering the creation and cancellation of pledges over shares,indication of trust assets and cancellation thereof with respect to shares, for aperiod beginning on January 1 of each fiscal year and ending on January 31 of such year(amended on March 16, 2001).  (2) The Company shall cause the Shareholders whose names appear in the Register ofShareholders on the last day of each fiscal year to exercise the rights as Shareholdersat the Ordinary General Meeting of Shareholders (amended on March 16, 2001).  (3) If necessary for convening of an Extraordinary General Meeting of Shareholdersor any other cause, the Company may set a record date or suspend entries of a change ofShareholders for not more than three (3) months pursuant to a resolution of the Boardof Directors and upon at least two week prior public notice. The Board of Directorsmay, when deemed necessary, both suspend the entries of a change of Shareholders andset a record date (established on August 14, 1989).**CHAPTER III. BONDS**Article 15.Issuance of Convertible Bonds (1) The Company may issue convertible bonds to persons other than the Shareholdersof the Company to the extent that the aggregate par value of the bonds shall not exceedFour Hundred Billion (400,000,000,000) Won (amended on March 15, 1996).  (2) The convertible bonds referred to in Paragraph (1) may be issued withconversion rights to a part of the bonds by a resolution of the Board of Directors.
 

 
-9- (3) Upon conversion, from the aggregate par value of convertible bonds, commonshares may be issued up to Three Hundred Billion (300,000,000,000) Won and preferredshares may be issued up to One Hundred Billion (100,000,000,000) Won, and theconversion price, which shall not be less than the par value of each share, shall bedetermined by a resolution of the Board of Directors at the time of issuance of theconvertible bonds (amended on March 15, 1996).  (4) The period during which conversion rights may be exercised shall commence onone (1) month after the issuance date of the relevant convertible bonds and end on thedate immediately preceding the redemption date thereof. However, the Board ofDirectors may adjust the conversion right period within the above period by aresolution.  (5) With respect to the distribution of dividends or interest on the shares issuedupon conversion of the convertible bonds described in Paragraph (1), the convertiblebonds shall be deemed to have been converted into shares at the end of the fiscal yearimmediately preceding the fiscal year in which the relevant conversion rights areexercised (amended on March 15, 1996).Article 16.Issuance of Bonds with Warrants (1) The Company may issue bonds with warrants to persons other than theShareholders of the Company to the extent that the aggregate par value of the bondsshall not exceed Four Hundred Billion (400,000,000,000) Won (amended on March 15,1996).  (2) The aggregate value of new shares which may be subscribed for by the holders ofthe bonds with warrants shall be determined by the Board of Directors, provided thatthe amount of such new shares shall not exceed the aggregate par value of the bondswith warrants.  (3) Upon exercising preemptive rights, from the aggregate par amount of bonds withwarrants, common shares may be issued up to Three Hundred Billion (300,000,000,000) Wonand preferred shares may be issued up to One Hundred Billion (100,000,000,000) Won, andthe issue price, which shall not be less than the par value of each share, shall bedetermined by a resolution of the Board of Directors at the time of issuance of thebonds with warrants (amended on March 15, 1996).  (4) The period during which preemptive rights may be exercised shall commence onone (1) month after the issuance date of the relevant bonds with warrants and end onthe date immediately preceding the redemption date thereof. However, the Board ofDirectors may adjust the exercise period within the above period by a resolution.
 

 
-10- (5) With respect to the distribution of dividends or interest of Shareholders whoexercise the preemptive rights described in Paragraph (1), shares shall be deemed tohave been issued at the end of the fiscal year immediately preceding the fiscal year inwhich the subscription price therefor are fully paid (amended on March 15, 1996).Article 17.Applicable Provisions regarding Issuance of BondsThe provisions of Articles 12 and 13 shall apply *mutatis mutandis*to the issuance of bonds(amended on March 15, 1996).**CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS**Article 18.Types of General Meeting (1) General Meetings of the Shareholders of the Company shall be of two types:Ordinary and Extraordinary.  (2) The Ordinary General Meeting of Shareholders shall be convened within three (3)months after the end of each fiscal year and Extraordinary General Meetings ofShareholders shall be convened at any time if necessary (amended on July 7, 1994).Article 19.Convening of General Meeting (1) Except as otherwise provided by the relevant laws and regulations, GeneralMeetings of Shareholders shall be convened by the Representative Director in accordancewith a resolution of the Board of Directors (amended on August 14, 1989).  (2) In the absence of the Representative Director, the provision of Article 35,Paragraph (2) shall apply *mutatis mutandis*(amended on August 14, 1989).Article 20.Notice and Public Notice of Convening of General Meeting (1) In convening a General Meeting of Shareholders, a written or digital noticethereof setting forth the time, date, place and agenda of the Meeting, shall be sent toeach Shareholder at least two (2) weeks prior to the date of the Meeting (amended onMarch 8, 2002).
 

 
-11- (2) The written or digital notice of convening General Meeting of Shareholders toShareholders holding not more than one (1) percent of the total number of shares withvoting rights issued and outstanding shall be replaced by public notices givenrespectively at least twice in “Hankuk Kyungje Shinmoon” and “Maeil Kyungje Shinmoon”published in Seoul, two (2) weeks prior to the Meeting. Public notice of a Meetingshall include the statement that a General Meeting will be held and the agenda of theMeeting (amended on March 8, 2002).Article 21.Place of General MeetingGeneral Meetings of Shareholders shall be held at the place where the head office of theCompany is located but may be held at a near-by place if necessary (amended on August 14,1989).Article 22.Chairman of General MeetingThe Chairman of the General Meeting of Shareholders shall be the Representative Director.In the absence of the Representative Director, the other Directors shall preside at theMeeting in the order previously determined by the Board of Directors (amended on July 7,1994).Article 23.Maintenance of Order by Chairman (1) The chairman of a General Meeting of Shareholders may order any person whointentionally speaks or behaves obstructively or who disturb the proceedings of theMeeting to stop or retract a speech or to leave the place of Meeting, and such personshall comply with his/her order (established on August 14, 1989).  (2) The Chairman of a General Meeting of Shareholders may restrict time and numberof speeches by a Shareholder as deemed necessary for the purpose of smooth proceeding(established on March 27, 1998).Article 24.Voting Rights of ShareholdersEvery Shareholder shall have one (1) vote per share registered by his own name.Article 25.Limitation to Voting Rights of Cross-Held Shares
 

 
-12-If the Company, its parent company and its subsidiary, or its subsidiary holds sharesexceeding ten (10) percent of the total number of shares issued and outstanding of anothercompany, the shares of the Company held by such other company shall not have voting rights(amended on August 14, 1989).Article 26.Disunitary Exercise of Voting Rights (1) If a Shareholder who holds two (2) or more shares with voting rights wishes toexercise them in disunity, such Shareholder shall notify the Company in writing of hisintention and reason for disunitary voting at least three (3) days prior to the Meeting(amended on August 14, 1989).  (2) The Company may reject an exercise of vote in disunity by a Shareholder exceptin the event that he/she has accepted a trust of shares or he/she holds the shares onbehalf of another person (amended on August 14, 1989).Article 27.Exercise of Voting Rights by Proxy(1) Shareholders may exercise their voting rights by proxy.(2) The proxy shall be a Shareholder of the Company and must present documentsevidencing his power of representation prior to the opening of the General Meeting ofShareholders; provided, however, the proxy for a corporate Shareholder must be anemployee of such corporation authorized by the corporation’s representative(established on July 7, 1994).Article 28.Matters for Resolution (deleted on July 7, 1994)Article 29.Method of Resolution of General Meeting of ShareholdersAll resolutions of General Meetings of Shareholders, except as otherwise provided by therelevant laws and regulations, shall be adopted by affirmative votes of the majority of thevoting rights of Shareholders present thereat and at least one-fourth (1/4) of the totalnumber of shares issued and outstanding (amended on March 15, 1996).Article 30.Minutes of General Meeting of ShareholdersThe substance of the course and proceedings of a General Meeting of Shareholders and theresults thereof shall be recorded in minutes on which the names and seals of the chairmanand the Directors present at the Meeting shall be affixed or which shall
 

 
-13-be signed by such persons, and shall be kept at the head office and branches of the Company(amended on March 15, 1996).**CHAPTER V. DIRECTORS**(amended on March 17, 2000)Article 31.Number of Directors (1) The Company shall have a minimum of three (3) but not more than twelve (12)Directors, and more than a half of Directors shall be outside Directors (amended onMarch 11, 2005).  (2) (deleted on March 17, 2000)Article 32.Appointment of Directors (1) The Directors shall be elected at a General Meeting of Shareholders (amended onMarch 17, 2000).  (2) The Directors shall be appointed at a General Meeting of Shareholders byaffirmative votes of the majority of the voting rights of Shareholders present and suchmajority also represents at least one-fourth (1/4) of the total number of shares issuedand outstanding (amended on March 17, 2000).  (3) For appointment of Directors, the cumulative voting system pursuant to Article382-2 of the Commercial Act shall not be applied (established on March 20, 1999).  (4) (deleted on July 7, 1994)  (5) The Directors shall consist of standing Director(s), non-standing Director(s)and outside Director(s) who do(es) not participate in general operation of the Company(established on March 27, 1998).  (6) (deleted on March 17, 2000)Article 32-2.Committee for Recommendation of Outside Director (1) The Company shall have the committee for recommendation of Outside Director(the “Recommendation Committee”) at the Board of Directors.  (2) An outside Director shall be appointed from among those candidates who
 

 
-14-   were recommended by the Recommendation Committee.  (3) The Recommendation Committee shall consist of two (2) or more Directors and ahalf or more of such Directors shall be composed of outside Directors alreadyappointed.  (4) All matters necessary for the constitution and operation of the RecommendationCommittee shall be decided separately by the Board of Directors (established on March17, 2000).Article 32-3.Qualification of Director (1) A person who falls under any of the following items shall not be a Director ofthe Company, and a Director who falls under any of the following items after his/herappointment shall be dismissed (amended on March 17, 2000): 1. Person who controls a company having competitive relationshipwith the Company, as specified in the Monopoly Regulation and Fair Trade Law(hereinafter, the “FTL”) or any person relating to such a person (amended onMarch 17, 2000);  2. Person who is, or has been within last two (2) years, anofficer or an employee of a company having competitive relationship with theCompany, or a company which belongs to the same enterprise group as suchcompetitor under the FTL (amended on March 17, 2000); or  3. Person who is, or has been within last two (2) years, anofficer or an employee of a corporation which is the largest Shareholder or the2nd largest Shareholder of a company having competitive relationship with theCompany, or a company which belongs to the same enterprise group as suchcorporation under the FTL (amended on March 17, 2000). (2) The outside Director of the Company shall be such person who has expertknowledge in management, economy, accounting, law or relevant technology, orsubstantial experience in such areas, and who may contribute to the development of theCompany and protection of interests of the Shareholders. A person who falls under anyof causes for disqualification as specified in the Securities Exchange Act, KoreanCommercial Act, or other relevant laws and regulations, shall not become an outsideDirector of the Company (amended on March 17, 2000).  (3) If an outside Director who falls under any of causes for disqualification inany of items specified in Paragraph (1) above or in the Paragraph (2) above, he/sheshall be dismissed from his/her office when there occurs any of such causes.
 

 
-15-   In such case, any vacancy in the office of the outside Director shall be filled atthe Ordinary General Meeting of Shareholders following the occurrence of such causesfor disqualification (amended on March 17, 2000).Article 33.Term of office of DirectorsThe term of office of the Directors (including Representative Director) shall be until theclose of the 3rd Ordinary General Meeting of Shareholders convened after he/sheoffice.(amended on March 16, 2001).Article 34.Appointment of Directors in case of Vacancy (1) If a Director falls under one of the following items, his/her position isdeemed to be vacant (amended on March 17, 2000): 1. When dead;  2. When adjudicated insolvent;  3. When declared incapacitated person or quasi- incapacitatedperson; and  4. When sentenced to a punishment heavier than imprisonmentwithout prison labor. (2) Any vacancy in the office of Director shall be filled by a resolution of anExtraordinary General Meeting of Shareholders. However, if the number of Directorsrequired by these Articles of Incorporation or applicable laws are met and there is nodifficulty in the administration of business, a appointment may be withheld temporarilyor postponed until the next following Ordinary General Meeting of Shareholders (amendedon March 17, 2000).  (3) The terms of office of a Director appointed to fill a vacancy or increase thenumber of Directors shall commence on the date of taking office (amended on March 17,2000).Article 35.Duties of Directors (1) The Company shall appoint more than one (1) representative Directors amongDirectors by a resolution of the Board of Directors. The Representative Director shallrepresent the Company and manage all affairs of the Company (amended July 7, 1994).  (2) The Directors shall assist the Representative Director and shall carry outtheir respective responsibilities as determined by the Board of Directors. In theabsence of the Representative Director, they shall perform his duty in the order
 

 
-16-   determined by the provisions of the Board of Directors (amended July 7, 1994).Article 35-2.Reporting Duty of DirectorsA Director shall immediately report to the Audit Committee when such a Director findsmatters which could materially cause damage to the Company (amended on March 17, 2000).Article 35-3.Duties of Directors to be faithfulThe Directors shall faithfully perform their respective duties for the benefits of theCompany (amended on March 17, 2000).Article 36.Duties of Auditors (deleted on March 17, 2000)Article 37.Auditors’ Records (deleted on March 17, 2000)Article 38.Disqualification of Directors and Auditors (deleted on July 7, 1994)Article 39.Assurance of Employee’s EmploymentThe Company shall assure its employees’ employment with the Company except for discharge orremoval pursuant to the Company’s Rules of Employment (amended on July 7, 1994).Article 40.Restriction on the Representation Right of the Representative Director(deleted on July 7, 1994)Article 41.AgentRepresentative Director may appoint agents among employees of the Company to be delegatedrights with respect to the Company’s business, including any litigation involving theCompany except otherwise prohibited by any laws or regulation, or the Articles ofIncorporation (amended on July 7, 1994).Article 42.Consultant
 

 
-17-Representative Director may have consultants or advisory institutions to refer importantmatters on business administration (amended on July 7, 1994).**CHAPTER VI. BOARD OF DIRECTORS**Article 43.Constitution of the Board of DirectorsThe Board of Directors of the Company shall consist of Directors. The Board of Directorsshall resolve all important matters relating to the execution of business (amended on July7, 1994).Article 44.Convening of the Board of Directors’ Meeting (1) Meetings of the Board of Directors shall be convened by the RepresentativeDirector as he deems necessary or upon the request of more than three (3) Directors(amended on July 7, 1994).  (2) A Director who does not have the right to convene the Meeting of Board ofDirectors may demand to convene the Meeting of Board of Directors to a Director with aright to convene the Meeting. If a Director with such a right rejects to the demandwithout reasonable cause, other Director may convene the Meeting of Board of Directors(established on March 8, 2002).  (3) In convening a Meeting of the Board of Directors, a notice thereof settingforth agenda of the Meeting shall be given to each Director two (2) days prior to thedate of the Meeting (amended on March 8, 2002).  (3) The procedure of Paragraph (3) may be dispensed with upon the consent of allDirectors (amended on March 8, 2002).Article 45.Resolutions of the Board of Directors (1) Resolutions of the Board of Directors shall be adopted by the presence of amajority of the Directors in office and by the affirmative vote of a majority of theDirectors present.  (2) No Director who has an interest in a matter for resolution may exercise his orher vote upon such matter.
 

 
-18-Article 45-2.Matters Subject to Prior Approval of Majority of the Outside DirectorsNotwithstanding the provisions to the contrary in the Articles of Incorporation, the Company shall obtain approval from themajority of the outside Directors in order to effect the following acts (established on March 27, 1998): 1. Acquisition by the Company of, or causing its subsidiary to acquire, such stockor equity of a foreign company or corporation or other overseas assets, equivalent to5% or more of its capital under the most recent balance sheet; or  2. Contribution of capital to, providing loan or guarantee to, acquisition ofassets of, or any similar transaction with, the affiliated companies of the Company (asdefined in the FTL) equivalent to 10 billion Won or more through single or moretransactions.Article 46.Function (deleted on July 7, 1994)Article 46-2.Internal TradingThe Board of Directors shall establish and amend the regulations for internal trading inorder to insure the fairness of transactions with affiliated companies (as defined in theFTL) of the Company (established on March 27, 1998).Article 47.ManagementMatters necessary for management of the Board of Directors shall be determined by theprovisions of the Board of Directors.Article 47-2.Auditors’ Council (deleted on March 17, 2000)Article 47-3.Audit Committee (established on March 17, 2000) (1) The Company shall have the Audit Committee in the Board of Directors.(2) The Audit Committee shall consist of three (3) or more directors and two-thirds(2/3) or more of the committee members shall be composed of outside Directors.(3) All matters necessary for the constitution and operation of the Audit Committeeshall be decided separately at the Board of Directors.
 

 
-19-Article 48.Minutes of the Meeting of the Board of DirectorsAll agenda of the Board of Directors, the substance of the proceedings of the Board and theresult thereof, name(s) of Director(s) who raise(s) an objection to the Board resolution andthe reason therefor, shall be recorded in the minutes on which the names and seals of theChairman and all Directors present shall be affixed or which shall be signed by suchpersons, and shall be kept at the head office (amended on March 17, 2000).Article 49.Remuneration and Severance Allowance of Directors (1) Remuneration for the Directors shall be determined by a resolution of theGeneral Meeting of Shareholders (amended on March 17, 2000).  (2) Severance allowances for Directors shall be handled in accordance with theRegulation on Remuneration for Officers as adopted by a resolution of the GeneralMeeting of Shareholders (amended on March 17, 2000).Article 49-2.Treatment for Outside DirectorsThe Company may pay to outside Directors the expense incurred during the performance oftheir duties (amended on March 17, 2000).**CHAPTER VII. ACCOUNTING**Article 50.Fiscal YearThe fiscal year of the Company shall commence on January 1 and end on December 31 of eachyear (amended on August 14, 1988).Article 51.Safe (deleted on July 7, 1994)Article 52.Preparation and Preservation of Financial Statements and Business Report (1) The Representative Director of the Company shall prepare the followingdocuments, supplementary documents thereto and the business report for obtaining theaudit of the Audit Committee six (6) weeks prior to the day set for the OrdinaryGeneral Meeting of Shareholders, for audit by the Audit
 

 
-20-   Committee, and the Representative Director shall submit the following documents andthe business report to the Ordinary General Meeting of Shareholders (amended onMarch 17, 2000). 1. Balance sheet;  2. Profit and loss statement; and  3. Statement of appropriation of earned surplus or statement ofdisposition of deficit (2) The Audit Committee shall submit the audit report on the documents described inParagraph (1) above to the Representative Director within four (4) weeks from the dayof receipt thereof (amended on March 17, 2000).  (3) The Representative Director shall keep the documents described in Items ofParagraph (1) above, together with the business report, and the audit report at thehead office of the Company for five (5) years and certified copies of all of suchdocuments at the branches of the Company for three (3) years beginning from one (1)week prior to the day of the Ordinary General Meeting of Shareholders (established onAugust 14, 1989).  (4) The Representative Director shall give public notice of the balance sheet andthe independent auditors’ opinion immediately after the documents described in Items ofParagraph (1) above have been approved by the General Meeting of Shareholders(established on August 14, 1989).Article 53.Disposition of SurplusThe Company shall dispose of the earned surplus which is unappropriated as of the end ofeach fiscal year according to the following method (amended on March 21, 1997). 1. Earned surplus Reserves (required to be more than one-tenth of cash dividendspaid for the pertinent fiscal year)  2. Other Statutory reserves;  3. Dividends;  4. Discretionary reserves;  5. Bonus for officers;  6. Other appropriation of retained earnings; and  7. Earned surplus carried forward to next fiscal year.Article 54.Dividends (1) Dividends may be paid in cash or shares (amended on July 7, 1994).
 

 
-21- (2) In the case of stock dividends, the classes and types of new shares to beallotted may be determined by resolution of the General Meetings of Shareholders if theCompany has issued different classes and types of shares (established on March 15,1996).  (3) Dividends under Paragraph (1) shall be paid to the Shareholders or pledgees whoare registered in the Register of Shareholders as of the end of each fiscal year(established on August 14, 1989).  (4) If there is no claim for the payment of dividends for five (5) years from thedate when the allotment starts, the right to claim dividends in Paragraph (1) shall bedeemed to be waived and the dividend shall be deemed to be the earning of the Company(amended on August 14, 1989).Article 54-2.Interim Dividends (1) The Company may pay dividends in cash to the Shareholders registered in theRegister of Shareholders as of June 30, by resolution of the Board of Directors, onetime during each fiscal year (established on March 12, 2004).  (2) All other matters relevant to the Interim Dividends under Paragraph (1),including the limitation amount of the Interim Dividends and/or the payment time of theInterim Dividends, shall comply with the relevant laws and regulations, includingSecurities and Exchange Act (established on March 12, 2004).  (3) In case of the payment of the Interim Dividends, the rate of the InterimDividends to common shares shall also apply to the Interim Dividendsto preferred shares under Article 8 (established on March 12, 2004).  (4) The provisions of Article 10 Paragraph (2) and Article 54 Paragraph (4) shallapply *mutatis mutandis*to this Article (established on March 12, 2004).**VIII. SUPPLEMENTARY PROVISIONS**Article 55.Duty of Keeping Secret (1) The employees, or the former employees of the Company shall not disclose orembezzle secrets which are obtained on his duty (amended on March 27, 1998).
 

 
-22- (2) If any officer or any person who was the officer of the Company discloses ormisappropriates the information concerning the management of the Company, he/she shallbe liable for the loss incurred to the Company (established on March 27, 1998).**Addendum (as of August 14, 1989)**Article 1.Date of EnforcementThese Articles of Incorporation shall take effect as of August 14, 1989.Article 2.Provisions of the CompanyThe provisions needed for the undertaking and management of the Company’s business shall bedetermined and enforced by the Board of Directors.Article 3.Matters Not Specified in These Articles of IncorporationMatters not specified in these Articles of Incorporation shall comply with resolutions ofthe General Meeting of Shareholders, the Commercial Act and other laws or regulations.**Addendum (as of March 15, 1991)**These Articles of Incorporation shall take effect as of March 15, 1991.**Addendum (as of March 20, 1992)**These Articles of Incorporation shall take effect as of March 20, 1992.**Addendum (as of July 7, 1994)**These Articles of Incorporation shall take effect as of July 7, 1994.
 

 
-23-**Addendum (as of March 15, 1996)**Article 1.Date of EnforcementThese Articles of Incorporation shall take effect as of March 15, 1996. However, theamended Articles of 10-2, 13, 17, 29,30, 32, 33, 35-2, 36, 37, 48 and 54 shall take effectas of October 1, 1996.Article 2.Interim Measures for Terms of Office of AuditorsThe terms of office of auditors who are holding office of the Company when these Articles ofIncorporation become effective, shall be determined by the previous Articles ofIncorporation of the Company.**Addendum (as of March 21, 1997)**Article 1.Date of EnforcementThese Articles of Incorporation shall take effect as of March 21, 1997.**Addendum (as of March 27, 1998)**Article 1.Effective DateThese Articles of Incorporation shall become effective from March 27, 1998.Article 2.Interim Measures for appointing outside DirectorNotwithstanding the amended provision of Article 31 Paragraph (1), the Company may appointat most three (3) outside Director(s).**Addendum (as of March 20, 1999)**Article 1.Effective DateThese Articles of Incorporation shall become effective from March 20, 1999.
 

 
-24-Article 2.Issuance of New SharesThe Company shall issue 160,210 common shares by June 17, 1999.Article 3.Manner to Issue New SharesAt the time of issuance of new shares under Article 2 of the Addendum, the Company shall,notwithstanding the provision of Article 10, paragraph (1) of the text, allocate all of suchnew shares to the stockholders, except foreigners who are restricted from the acquisition ofsecurities beyond a certain limit according to Article 6, Item 3 of the TelecommunicationBusiness Act, in proportion to stocks which the stockholder owns. Provided, however that theissue price and manner of subscription shall be determined by resolution of the Board ofDirectors.Article 4.Transient ProvisionThe provision of Article 32, paragraph (3) of the text shall be effective to the dateimmediately preceding the date set for the Ordinary General Meeting of Shareholders in 2003(amended on March 17, 2000).**Addendum (as of March 17, 2000)**Article 1. Date of EffectivenessThese Articles of Incorporation shall take effect as of March 17, 2000. However, theamended Article 31 shall take effect from the date of convening the Ordinary General Meetingof Shareholders following the close of the 2000 business year.Article 2.Allocation of New Shares to a Third PartyNotwithstanding the provisions of Article 10, Paragraph (1) of the text, the Company mayallocate 579,492 new shares (on the basis of 5,000 Won as par value of a share) to PohangIron & Steel Co., Ltd., once or more within year 2000 by a resolution of the Board ofDirectors in the manner of the issuance of new shares to a third party.**Addendum (as of March 16, 2001)**     Article 1. Date of Effectiveness
 

 
-25-These Articles of Incorporation shall take effect as of March 16, 2001.Article 2. Transient ProvisionArticle 33 shall also be applied to the Directors who have been elected prior to theeffective date of these Articles of Incorporation.**Addendum (as of March 12, 2004)**Article 1. Date of EffectivenessThese Articles of Incorporation shall take effect as of March 12, 2004.**Addendum (as of March 11, 2005)**Article 1.Date of EffectivenessThese Articles of Incorporation shall take effect as of March 11, 2005.**Addendum (as of March 10, 2006)**Article 1.Date of EffectivenessThese Articles of Incorporation shall take effect as of March 10, 2006.