**ARTICLES OF INCORPORATION**Adopted on March 26, 1984Amended on   February 18, 1986 July 7, 1994May 12, 1988 March 15, 1996September 13, 1988 March 21, 1997December 2, 1988 March 27, 1998August 14, 1989 March 20, 1999March 15, 1991 March 17, 2000March 20, 1992 March 16, 2001  March 12, 2004  March 11, 2005  March 10, 2006  March 14, 2008**PREMISE**The Company will survive in the rapidly changing world and continue to improve and develop toendure long-term benefits for its shareholders. For this purpose, the Company will establish itsmanagement philosophy as follows and carry out its management activities based thereon.Corporate ViewThe Company will keep its stability and growth to continue to prosper and develop, through whichthe Company will create its value for its customers, members and shareholders, play a key role inthe social and economic development and contribute to the happiness of human being.Social ValuesThe Company will continue to satisfy its customers, obtain trust from them and ultimately developtogether with the customers.The Company will arrange environments to allow its members to voluntarily and enthusiasticallyengage in its activities and the members will contribute to the corporate development while theywork for the Company.The Company will heighten its values to create values for its shareholders and for this purpose,the Company will secure transparency and effectiveness in its management practices.The Company will contribute to the society through social and cultural activities as well as to theeconomic development and will do its best to manage the Company in compliance with the social normsand ethics. The Company will enlarge values for its interested parties and continue to createprofits sufficient for its further growth.
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**CHAPTER I. GENERAL PROVISIONS**Article 1.Corporate NameThe name of the Company shall be “SK Telecom Chusik Hoesa” (hereafter “Company”), which shall bewritten 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 the telecommunications business, development of thetelecommunications technology and contribution to public welfare and convenience (amended on March 20, 1992).  (2) In order to achieve the above objectives, the Company carries on the following businesses: 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 1 through 4;
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 10. Tourism (established on March 10, 2006); and  11. Electronic financial business (amended on March 14, 2008)  12. Film industry (production, import, distribution and showing) (established on March 14, 2008)  13. Any business activities incidental to the foregoing activities (established on March 14, 2008) (3) To accomplish the above businesses effectively, parts of the businesses could be delegated in accordance withresolutions of the Board of Directors (established on August 14, 1989).Article 3.Head Office and Other OfficesThe Company shall have its head office in Seoul and may establish sub-organizations in the placeas 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”, a dailynewspaper 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 (amendedon 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 the Company shallbe in eight denominations of one (1), five (5), ten (10), fifty (50), one hundred (100), fivehundred (500), one thousand (1,000) and ten thousand (10,000) shares (amended on August 14,1989).
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Article 8.Number and Characteristics of Preferred Shares (1) The preferred shares to be issued by the Company shall be ofnon-voting right, and the number thereof shall be Five Million FiveHundred Thousand (5,500,000) shares (amended on March 21, 1997).  (2) The dividend on the preferred shares shall be an amount not less than9% and not more than 25% of par value, as determined by the Board ofDirectors at the time of issuance of the relevant shares (amended onMarch 21, 1997).  (3) In case the dividend ratio of the common shares exceeds that of thepreferred shares, the Shareholder of the preferred shares shall beallotted at the dividend ratio of the common shares (established onMarch 21, 1997).  (4) If any dividends on preferred shares cannot be paid from the profitsof the fiscal year concerned, then the holders of such preferred shares shall have the right of preference to receive accumulateddividends unpaid for such year at the time of distribution ofdividends 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 the preferred shares shall be deemed to have voting rights fromthe time of the General Meeting of Shareholders following the GeneralMeeting at which such resolution not to pay dividends on preferred shares is adopted to the time of the end of the General Meeting of theShareholders 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 ornon-paid-in capital increase, then the new shares issued with respectto the preferred shares shall be common shares in the case of paid-incapital increase and shall be the shares of same type in the case ofnon-paid-in capital increase (established on March 21, 1997).  (7) The existing period of the preferred shares shall be for ten (10)years from the date of issuance, and the preferred shares shall beconverted into common shares upon the expiry thereof; provided, thatif the holders of the preferred shares do not receive the dividendsentitled to them before the expiry date, then the existing periodshall be extended until such holders receive the dividends entitled tothem in full. In this case, Article 10-2 shall apply *mutatis mutandis*in respect of the dividends on the new shares issued upon conversion(established on March 21, 1997).Article 9.No Issuance of Shares Certificates
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Pursuant to a Shareholder’s request, the Company may not issue share certificates for all or partof the shares owned by such Shareholder.Article 10.Preemptive Right (1) The Company’s Shareholders shall have the preemptive right tosubscribe to new shares in proportion to their respectiveshareholdings. However, in the case of abandonment or loss of thepreemptive right of the Shareholders to subscribe for new shares, orif fractional shares remain at the time of allocation of new shares,such shares shall be disposed of by a resolution of the Board ofDirectors (amended on August 14, 1989).  (2) Notwithstanding Paragraph (1) above, if the Company issues new sharesby public offering or depositary receipts in accordance with theOverseas Securities Issuance Regulation, or issues new shares toincrease the Company’s capital through public offerings, the decisionon preemptive right and other conditions on issuance of new shares aredetermined by a resolution of the Board of Directors (amended on March20, 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 increase orstock dividend, with respect to the distribution of dividends on the new shares, the new sharesshall be deemed to have been issued at the end of the fiscal year immediately preceding thefiscal 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 permittedby relevant laws and regulations to its officers and employees orofficers and employees of an affiliated company as defined in relevantlaws and regulations (in this Article referred to as ‘Officers andEmployees’) by a special resolution of the General Meeting ofShareholders. Provided that, the Company may grant Officers andEmployees the stock option by a resolution of the Board of Directorsup to the limit as permitted by relevant laws and regulations (amendedon March 8, 2002).  (2) Officers and Employers who may be granted Stock Options shall be suchperson who has contributed to profit maximization or technicalinnovation of the Company or is capable of such contribution;provided, that a person who is prohibited from being granted StockOptions by relevant laws and regulations shall be excluded from theforegoing (amended on March 8, 2002).
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 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 becommon shares in registered form (amended on March 17, 2000).  (4) The number of officers and employees to be granted with Stock Optionshall not exceed 50% of the total number of officers and employees.The Stock Option that can be granted to each person shall not exceed1/5000 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 GeneralMeeting of Shareholders or by the Board of Directors within a periodof seven (7) years commencing from the date when the relevant officeror employee is entitled to exercise such Stock Option (amended onMarch 16, 2001).  (7) The Stock Option may be canceled by the resolution of Board ofDirectors if any of the following occurs (amended on March 17, 2000): 1. When the relevant officer or employee voluntarilyretires or resign from the Company within three(3) years from the date of grant of Stock Option(amended on March 17, 2000);  2. When the relevant officer or employee causes lossto the Company due to his/her gross negligence orwillful misconduct (amended on March 17, 2000); or  3. When there occurs any other conditions forcancellation of Stock Option specified in theStock Option agreement (amended on March 17,2000).Article 10-4.Redemption of Shares (1) Shares may be redeemed with profits to be distributed to Shareholdersby a resolution at the Board of Directors in accordance with relevantlaws and regulations.(established on March 16, 2001).  (2) Details of cancellation of shares with profits including the type andnumbers of shares to be cancelled, total acquisition amount, periodand method of 
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   acquisition, etc. shall be determined by the resolution of the Board of Directorsin accordance 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 issuedat the then-current market price, in which case the price of new sharesshall be determined by a resolution of the Board of Directors (established on August 14, 1989).  (2) In case of Paragraph (1), notwithstanding the provisions of Article10, the Board of Directors may offer publicly or cause a person whohas subscribed for new shares to underwrite new shares to be issued atthe then-current market price in accordance with the relevantprovisions of the Securities and Exchange Act (established on August14, 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 renderedand the scope of its duties shall be determined by the Board of Directorsof the Company and shall be publicly announced (amended on August 14,1989).  (3) The Company shall keep the Register of Shareholders, or a duplicatethereof, at the location where the transfer agent performs its duties.The transfer agent shall handle the activities of making entries in theRegistry of Shareholders, registering the creation and cancellation ofpledges over shares, issuing share certificates, receiving reports andother 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 ofthe Transfer Agent (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, addressesand seals or signatures to the transfer agent referred to in Article 12(amended on March 15, 1996).  (2) Shareholders and registered pledgees who reside in a foreign country shall
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   appoint and report the place where, and an agent to whom, notices willbe given in Korea (amended on August 14, 1989). (3) The same shall apply to changes in any matters referred to inParagraphs (l) and (2) above (amended on August 14, 1989).  (4) The Company shall not be responsible for any loss or damageattributable to the failure 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 theRegister of Shareholders, registering the creation and cancellation ofpledges over shares, indication of trust assets and cancellationthereof with respect to shares, for a period beginning on January 1 ofeach fiscal year and ending on January 31 of such year (amended onMarch 16, 2001).  (2) The Company shall cause the Shareholders whose names appear in theRegister of Shareholders on the last day of each fiscal year toexercise the rights as Shareholders at the Ordinary General Meeting ofShareholders (amended on March 16, 2001).  (3) If necessary for convening of an Extraordinary General Meeting ofShareholders or any other cause, the Company may set a record date orsuspend entries of a change of Shareholders for not more than three(3) months pursuant to a resolution of the Board of Directors and uponat least two week prior public notice. The Board of Directors may,when deemed necessary, both suspend the entries of a change ofShareholders and set 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 theShareholders of the Company to the extent that the aggregate par valueof the bonds shall not exceed Four 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 Boardof Directors.
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 (3) Upon conversion, from the aggregate par value of convertible bonds,common shares may be issued up to Three Hundred Billion(300,000,000,000) Won and preferred shares may be issued up to OneHundred Billion (100,000,000,000) Won, and the conversion price, whichshall not be less than the par value of each share, shall bedetermined by a resolution of the Board of Directors at the time ofissuance of the convertible bonds (amended on March 15, 1996).  (4) The period during which conversion rights may be exercised shallcommence on one (1) month after the issuance date of the relevantconvertible bonds and end on the date immediately preceding theredemption date thereof. However, the Board of Directors may adjustthe conversion right period within the above period by a resolution.  (5) With respect to the distribution of dividends or interest on the shares issued upon conversion of the convertible bonds described inParagraph (1), the convertible bonds shall be deemed to have beenconverted into shares at the end of the fiscal year immediatelypreceding 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 valueof the bonds shall 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 theholders of the bonds with warrants shall be determined by the Board ofDirectors, provided that the amount of such new shares shall notexceed the aggregate par value of the bonds with warrants.  (3) Upon exercising preemptive rights, from the aggregate par amount ofbonds with warrants, common shares may be issued up to Three HundredBillion (300,000,000,000) Won and preferred shares may be issued up toOne Hundred Billion (100,000,000,000) Won, and the issue price, whichshall not be less than the par value of each share, shall bedetermined by a resolution of the Board of Directors at the time ofissuance of the bonds with warrants (amended on March 15, 1996).  (4) The period during which preemptive rights may be exercised shallcommence on one (1) month after the issuance date of the relevantbonds with warrants and end on the date immediately preceding theredemption date thereof. However, the Board of Directors may adjustthe exercise period within the above period by a resolution.
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 (5) With respect to the distribution of dividends or interest ofShareholders who exercise the preemptive rights described in Paragraph(1), shares shall be deemed to have been issued at the end of thefiscal year immediately preceding the fiscal year in which thesubscription 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 endof each fiscal year and Extraordinary General Meetings of Shareholders shall be convened at any timeif necessary (amended on July 7, 1994).Article 19.Convening of General Meeting (1) Except as otherwise provided by the relevant laws and regulations,General Meetings of Shareholders shall be convened by theRepresentative Director in accordance with a resolution of the Boardof Directors (amended on August 14, 1989).  (2) In the absence of the Representative Director, the provision ofArticle 35, Paragraph (2) shall apply *mutatis mutandis*(amended onAugust 14, 1989).Article 20.Notice and Public Notice of Convening of General Meeting (1) In convening a General Meeting of Shareholders, a written or digitalnotice thereof setting forth the time, date, place and agenda of theMeeting, shall be sent to each Shareholder at least two (2) weeksprior to the date of the Meeting (amended on March 8, 2002).
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 (2) The written or digital notice of convening General Meeting ofShareholders to Shareholders holding not more than one (1) percent ofthe total number of shares with voting rights issued and outstandingshall be replaced by public notices given respectively at least twicein “Hankuk Kyungje Shinmoon” and “Maeil Kyungje Shinmoon” published inSeoul, two (2) weeks prior to the Meeting. Public notice of a Meetingshall include the statement that a General Meeting will be held andthe agenda of the Meeting (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 the Companyis 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 theabsence of the Representative Director, the other Directors shall preside at the Meeting in theorder 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 personwho intentionally speaks or behaves obstructively or who disturb theproceedings of the Meeting to stop or retract a speech or to leave theplace of Meeting, and such person shall comply with his/her order(established on August 14, 1989).  (2) The Chairman of a General Meeting of Shareholders may restrict timeand number of speeches by a Shareholder as deemed necessary for thepurpose 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
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If the Company, its parent company and its subsidiary, or its subsidiary holds shares exceedingten (10) percent of the total number of shares issued and outstanding of another company, the shares of the Company held by such other company shall not have voting rights (amended on August14, 1989).Article 26.Disunitary Exercise of Voting Rights (1) If a Shareholder who holds two (2) or more shares with voting rightswishes to exercise them in disunity, such Shareholder shall notify theCompany in writing of his intention and reason for disunitary votingat 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 aShareholder except in the event that he/she has accepted a trust of shares or he/she holds the shares on behalf of another person (amendedon 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 documents evidencinghis power of representation prior to the opening of the General Meeting of Shareholders;provided, however, the proxy for a corporate Shareholder must be an employee of suchcorporation 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 total numberof 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 the resultsthereof shall be recorded in minutes on which the names and seals of the chairman and theDirectors present at the Meeting shall be affixed or which shall
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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 outsideDirectors (amended on March 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 on March 17, 2000).  (2) The Directors shall be appointed at a General Meeting of Shareholders by affirmative votes ofthe majority of the voting rights of Shareholders present and such majority also represents atleast one-fourth (1/4) of the total number of shares issued and outstanding (amended on March17, 2000).  (3) For appointment of Directors, the cumulative voting system pursuant to Article 382-2 of theCommercial 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 outsideDirector(s) who do(es) not participate in general operation of the Company (established onMarch 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 OutsideDirector (the “Recommendation Committee”) at the Board of Directors.  (2) An outside Director shall be appointed from among those candidates who
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   were recommended by the Recommendation Committee. (3) The Recommendation Committee shall consist of two (2) or moreDirectors and a half or more of such Directors shall be composed ofoutside Directors already appointed.  (4) All matters necessary for the constitution and operation of theRecommendation Committee shall be decided separately by the Board ofDirectors (established on March 17, 2000).Article 32-3.Qualification of Director (1) A person who falls under any of the following items shall not be aDirector of the Company, and a Director who falls under any of thefollowing items after his/her appointment shall be dismissed (amendedon March 17, 2000): 1. Person who controls a company having competitiverelationship with the Company, as specified in theMonopoly Regulation and Fair Trade Law (hereinafter,the “FTL”) or any person relating to such a person(amended on March 17, 2000);  2. Person who is, or has been within last two (2) years,an officer or an employee of a company havingcompetitive relationship with the Company, or acompany which belongs to the same enterprise group assuch competitor under the FTL (amended on March 17,2000); or  3. Person who is, or has been within last two (2) years,an officer or an employee of a corporation which isthe largest Shareholder or the 2nd largest Shareholderof a company having competitive relationship with theCompany, or a company which belongs to the sameenterprise group as such corporation under the FTL(amended on March 17, 2000). (2) The outside Director of the Company shall be such person who hasexpert knowledge in management, economy, accounting, law or relevanttechnology, or substantial experience in such areas, and who maycontribute to the development of the Company and protection ofinterests of the Shareholders. A person who falls under any of causesfor disqualification as specified in the Securities Exchange Act,Korean Commercial Act, or other relevant laws and regulations, shallnot become an outside Director of the Company (amended on March 17,2000).  (3) If an outside Director who falls under any of causes fordisqualification in any of items specified in Paragraph (1) above orin the Paragraph (2) above, he/she shall be dismissed from his/heroffice when there occurs any of such causes.
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In such case, any vacancy in the office of the outside Director shall be filledat the Ordinary General Meeting of Shareholders following the occurrence ofsuch causes for 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 the closeof 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 is deemed to be vacant(amended on March 17, 2000): 1. When dead;  2. When adjudicated insolvent;  3. When declared incapacitated person or quasi- incapacitated person; and  4. When sentenced to a punishment heavier than imprisonment without prison labor. (2) Any vacancy in the office of Director shall be filled by a resolution of an ExtraordinaryGeneral Meeting of Shareholders. However, if the number of Directors required by theseArticles of Incorporation or applicable laws are met and there is no difficulty in theadministration of business, a appointment may be withheld temporarily or postponed until thenext following Ordinary General Meeting of Shareholders (amended on March 17, 2000).  (3) The terms of office of a Director appointed to fill a vacancy or increase the number ofDirectors 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 Directorsamong Directors by a resolution of the Board of Directors. TheRepresentative Director shall represent the Company and manage allaffairs of the Company (amended July 7, 1994).  (2) The Directors shall assist the Representative Director and shall carryout their respective responsibilities as determined by the Board ofDirectors. In the absence of the Representative Director, they shallperform his duty in the order
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   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 finds matterswhich 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 the Company(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 delegated rightswith respect to the Company’s business, including any litigation involving the Company exceptotherwise prohibited by any laws or regulation, or the Articles of Incorporation (amended onJuly 7, 1994).     Article 42.Consultant
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Representative Director may have consultants or advisory institutions to refer important matterson 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 Directors shallresolve all important matters relating to the execution of business (amended on July 7, 1994).Article 44.Convening of the Board of Directors’ Meeting (1) Meetings of the Board of Directors shall be convened by theRepresentative Director as he deems necessary or upon the request ofmore than three (3) Directors (amended on July 7, 1994).  (2) A Director who does not have the right to convene the Meeting of Boardof Directors may demand to convene the Meeting of Board of Directorsto a Director with a right to convene the Meeting. If a Director withsuch a right rejects to the demand without reasonable cause, otherDirector may convene the Meeting of Board of Directors (established onMarch 8, 2002).  (3) In convening a Meeting of the Board of Directors, a notice thereofsetting forth agenda of the Meeting shall be given to each Directortwo (2) days prior to the date of the Meeting (amended on March 8,2002).  (3) The procedure of Paragraph (3) may be dispensed with upon the consentof all Directors (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 a majority of the Directors inoffice and by the affirmative vote of a majority of the Directors present.  (2) No Director who has an interest in a matter for resolution may exercise his or her vote upon such matter.
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Article 45-2.Matters Subject to Prior Approval of Majority of the OutsideDirectorsNotwithstanding the provisions to the contrary in the Articles of Incorporation, the Companyshall obtain approval from the majority of the outside Directors in order to effect thefollowing acts (established on March 27, 1998): 1. Acquisition by the Company of, or causing its subsidiary to acquire,such stock or equity of a foreign company or corporation or otheroverseas assets, equivalent to 5% or more of its capital under themost recent balance sheet; or  2. Contribution of capital to, providing loan or guarantee to,acquisition of assets of, or any similar transaction with, theaffiliated companies of the Company (as defined in the FTL) equivalentto 10 billion Won or more through single or more transactions.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 in orderto insure the fairness of transactions with affiliated companies (as defined in the FTL) of theCompany (established on March 27, 1998).Article 47.ManagementMatters necessary for management of the Board of Directors shall be determined by the provisionsof 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 Committee shall bedecided separately at the Board of Directors.
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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 and thereason therefor, shall be recorded in the minutes on which the names and seals of the Chairmanand all Directors present shall be affixed or which shall be signed by such persons, and shallbe 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 ofthe General Meeting of Shareholders (amended on March 17, 2000).  (2) Severance allowances for Directors shall be handled in accordance withthe Regulation on Remuneration for Officers as adopted by a resolutionof the General Meeting 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 of theirduties (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 each year(amended on August 14, 1988).Article 51.Safe (deleted on July 7, 1994)Article 52.Preparation and Preservation of Financial Statements and BusinessReport (1) The Representative Director of the Company shall prepare the followingdocuments, supplementary documents thereto and the business report forobtaining the audit of the Audit Committee six (6) weeks prior to theday set for the Ordinary General Meeting of Shareholders, for audit bythe Audit
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   Committee, and the Representative Director shall submit the following documents and the businessreport to the Ordinary General Meeting of Shareholders (amended on March 17, 2000). 1. Balance sheet;  2. Profit and loss statement; and  3. Statement of appropriation of earned surplus or statement of disposition of deficit (2) The Audit Committee shall submit the audit report on the documents described in Paragraph (1)above to the Representative Director within four (4) weeks from the day of receipt thereof(amended on March 17, 2000).  (3) The Representative Director shall keep the documents described in Items of Paragraph (1) above,together with the business report, and the audit report at the head office of the Company for five(5) years and certified copies of all of such documents at the branches of the Company for three(3) years beginning from one (1) week prior to the day of the Ordinary General Meeting ofShareholders (established on August 14, 1989).  (4) The Representative Director shall give public notice of the balance sheet and the independentauditors’ opinion immediately after the documents described in Items of Paragraph (1) above havebeen 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 of eachfiscal year according to the following method (amended on March 21, 1997). 1. Earned surplus Reserves (required to be more than one-tenth of cashdividends paid 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).
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 (2) In the case of stock dividends, the classes and types of new shares tobe allotted may be determined by resolution of the General Meetings ofShareholders if the Company has issued different classes and types of shares (established on March 15, 1996).  (3) Dividends under Paragraph (1) shall be paid to the Shareholders orpledgees who are registered in the Register of Shareholders as of theend of each fiscal year (established on August 14, 1989).  (4) If there is no claim for the payment of dividends for five (5) yearsfrom the date when the allotment starts, the right to claim dividendsin Paragraph (1) shall be deemed to be waived and the dividend shallbe 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 registeredin the Register of Shareholders as of June 30, by resolution of theBoard of Directors, one time during each fiscal year (established onMarch 12, 2004).  (2) All other matters relevant to the Interim Dividends under Paragraph(1), including the limitation amount of the Interim Dividends and/orthe payment time of the Interim Dividends, shall comply with therelevant laws and regulations, including Securities and Exchange Act(established on March 12, 2004).  (3) In case of the payment of the Interim Dividends, the rate of theInterim Dividends to common shares shall also apply to the InterimDividends to preferred shares under Article 8 (established on March12, 2004).  (4) The provisions of Article 10 Paragraph (2) and Article 54 Paragraph(4) shall apply *mutatis mutandis*to this Article (established on March12, 2004).**VIII. SUPPLEMENTARY PROVISIONS**Article 55.Duty of Keeping Secret (1) The employees, or the former employees of the Company shall notdisclose or embezzle secrets which are obtained on his duty (amendedon March 27, 1998).
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 (2) If any officer or any person who was the officer of the Companydiscloses or misappropriates the information concerning the managementof the Company, he/she shall be liable for the loss incurred to theCompany (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 of theGeneral 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.
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**Addendum (as of March 15, 1996)**Article 1.Date of EnforcementThese Articles of Incorporation shall take effect as of March 15, 1996. However, the amendedArticles of 10-2, 13, 17, 29,30, 32, 33, 35-2, 36, 37, 48 and 54 shall take effect as of October1, 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 of Incorporation ofthe 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 appoint atmost 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.
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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 such new 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, the amendedArticle 31 shall take effect from the date of convening the Ordinary General Meeting ofShareholders 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 Pohang Iron &Steel Co., Ltd., once or more within year 2000 by a resolution of the Board of Directors in themanner of the issuance of new shares to a third party.**Addendum (as of March 16, 2001)**Article 1. Date of Effectiveness
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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 the effectivedate 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.**Addendum (as of March 14, 2008)**Article 1.Date of EffectivenessThese Articles of Incorporation shall take effect as of March 14, 2008.
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