Exhibit 1.1

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

 

**ARTICLES OF INCORPORATION**
Adopted on March 26, 1984
Amended 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 8, 2002
**CHAPTER I. GENERAL PROVISIONS**
Article 1.  Corporate Name
  The name of the Company shall be “SK Telecom Chusik Hoesa” (hereafter“Company”), which shall 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: rationalmanagement of the telecommunications business, development of thetelecommunications technology and contribution to public welfare andconvenience (amended on March 20, 1992).  (2) In order to achieve the above objectives, the Company carrieson the following businesses:
 1. Information and communication business (amendedon 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 relatingto Items 1 through 4; and
 

 

 10. any business or undertaking incidental orconducive to the attainment of the objects above.
 (3) To accomplish the above businesses effectively, parts of thebusinesses could be delegated in accordance with resolutions of theBoard of Directors (established on August 14, 1989).
Article 3.  Head Office and Other Offices
  The Company shall have its head office in Seoul and may establishsub-organizations in the place as required by a resolution of the Boardof Directors.
Article 4.  Method of Public Notice
  Public notices by the Company shall be given by publication in “HankukKyungje Shinmoon”, a daily newspaper published in Seoul (amended on July7, 1994).
**CHAPTER II. SHARES**
Article 5. Total Number of Shares to be Issued
  The total number of shares to be issued by the Company shall be twohundred twenty Million (220,000,000) shares (amended on March 17, 2000).
Article 6.  Par Value of a Share
  The 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 Shares
  The classes of shares to be issued by the Company shall be common sharesand preferred shares, both of which shall be in registered form. Sharecertificates to be issued by the Company shall be in eight denominationsof 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).
Article 8.  Number and Characteristics of Preferred Shares
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 (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 notless than 9% and not more than 25% of par value, as determined bythe Board of Directors at the time of issuance of the relevant shares (amended on March 21, 1997).  (3) In case the dividend ratio of the common shares exceeds thatof the preferred shares, the Shareholder of the preferred sharesshall be allotted at the dividend ratio of the common shares(established on March 21, 1997).  (4) If any dividends on preferred shares cannot be paid from theprofits of the fiscal year concerned, then the holders of suchpreferred shares shall have the right of preference to receiveaccumulated dividends unpaid for such year at the time ofdistribution of dividends on preferred shares for the succeedingfiscal year (amended on March 21, 1997).  (5) If a resolution not to pay dividends on preferred shares isadopted, then the preferred shares shall be deemed to have votingrights from the time of the General Meeting of Shareholdersfollowing the General Meeting at which such resolution not to paydividends on preferred shares is adopted to the time of the end ofthe General Meeting of the Shareholders at which a resolution to paydividends on such preferred shares is adopted (established on August14, 1989).  (6) In case the Company issues new shares by paid-in capitalincrease or non-paid-in capital increase, then the new shares issuedwith respect to the preferred shares shall be common shares in thecase of paid-in capital increase and shall be the shares of sametype in the case of non-paid-in capital increase (established onMarch 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 shallbe converted into common shares upon the expiry thereof; provided,that if the holders of the preferred shares do not receive thedividends entitled to them before the expiry date, then the existingperiod shall be extended until such holders receive the dividendsentitled to them in full. In this case, Article 10-2 shall apply*mutatis mutandis*in respect of the dividends on the new sharesissued upon conversion (established on March 21, 1997).
Article 9. No Issuance of Shares Certificates
  Pursuant to a Shareholder’s request, the Company may not issue sharecertificates for
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  all or part of 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 issuesnew shares by public offering or depositary receipts in accordancewith the Overseas Securities Issuance Regulation, or issues new shares to increase the Company’s capital through public offerings,the decision on preemptive right and other conditions on issuance ofnew 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 Shares
  When the Company issues new shares by paid-in capital increase,non-paid-in capital increase or stock dividend, with respect to thedistribution of dividends on the new shares, the new shares shall bedeemed to have been issued at the end of the fiscal year immediatelypreceding the fiscal year in which the new shares are issued (establishedon March 15, 1996).
Article 10-3.  Stock Option
 (1) The Company may grant the Stock Options up to the limit aspermitted by relevant laws and regulations to its officers andemployees or officers and employees of an affiliated company asdefined in relevant laws and regulations (in this Article referredto as ‘Officers and Employees’) by a special resolution of theGeneral Meeting of Shareholders. Provided that, the Company maygrant Officers and Employees the stock option by a resolution of theBoard of Directors up to the limit as permitted by relevant laws andregulations. (amended on March 8, 2002).  (2) Officers and Employers who may be granted Stock Options shallbe such person who has contributed to profit maximization ortechnical innovation of the Company or is capable of suchcontribution; provided, that a person who is prohibited from beinggranted Stock Options by relevant laws and regulations shall beexcluded from the foregoing (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 Optionshall be common shares in registered form (amended on March 17,2000).  (4) The number of officers and employees to be granted with StockOption shall not exceed 50% of the total number of officers andemployees. The Stock Option that can be granted to each personshall 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 theGeneral Meeting of Shareholders or by the Board of Directors withina period of seven (7) years commencing from the date when therelevant 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 Boardof Directors 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 fromthe 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 or willfulmisconduct (amended on March 17, 2000); or  3. When there occurs any other conditions forcancellation of Stock Option specified in the Stock Optionagreement (amended on March 17, 2000).
Article 10-4.  Redemption of Shares
 (1) Shares may be redeemed with profits to be distributed toShareholders by a resolution at the Board of Directors in accordancewith relevant laws and regulations.(established on March 16, 2001).  (2) Details of cancellation of shares with profits including thetype and numbers of shares to be cancelled, total acquisitionamount, period and method of acquisition, etc. shall be determinedby the resolution of the Board of
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   Directors in accordance with relevant laws andregulations.(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 maybe issued at the then-current market price, in which case the priceof new shares shall be determined by a resolution of the Board ofDirectors (established on August 14, 1989).  (2) In case of Paragraph (1), notwithstanding the provisions ofArticle 10, the Board of Directors may offer publicly or cause aperson who has subscribed for new shares to underwrite new shares tobe issued at the then-current market price in accordance with therelevant provisions of the Securities and Exchange Act (establishedon August 14, 1989).
Article 12.  Transfer Agent
 (1) The company shall designate a transfer agent (amended onAugust 14, 1989).  (2) The transfer agent, the location where its services are to berendered and the scope of its duties shall be determined by theBoard of Directors of the Company and shall be publicly announced(amended on August 14, 1989).  (3) The Company shall keep the Register of Shareholders, or aduplicate thereof, at the location where the transfer agent performsits duties. The transfer agent shall handle the activities ofmaking entries in the Registry of Shareholders, registering thecreation and cancellation of pledges over shares, issuing sharecertificates, receiving reports and other related business (amendedon August 14, 1989).  (4) The procedures for the activities referred to in Paragraph(3) above will comply with the Regulation on the Securities TransferAgency Business of the 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 theirnames, addresses and seals or signatures to the transfer agentreferred to in Article 12 (amended on March 15, 1996).  (2) Shareholders and registered pledgees who reside in a foreigncountry shall appoint and report the place where, and an agent towhom, notices will be
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   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 Shareholdersin the Register of Shareholders, registering the creation andcancellation of pledges over shares, indication of trust assets andcancellation thereof with respect to shares, for a period beginningon January 1 of each fiscal year and ending on January 31 of suchyear.(amended on March 16, 2001).  (2) The Company shall cause the Shareholders whose names appearin the Register of Shareholders on the last day of each fiscal yearto exercise the rights as Shareholders at the Ordinary GeneralMeeting of Shareholders.(amended on March 16, 2001).  (3) If necessary for convening of an Extraordinary GeneralMeeting of Shareholders or any other cause, the Company may set arecord date or suspend entries of a change of Shareholders for notmore than three (3) months pursuant to a resolution of the Board ofDirectors and upon at least two week prior public notice. The Boardof Directors may, when deemed necessary, both suspend the entries ofa change of Shareholders and set a record date (established onAugust 14, 1989).
**CHAPTER III. BONDS**
Article 15.  Issuance of Convertible Bonds
 (1) The Company may issue convertible bonds to persons other thanthe Shareholders of the Company to the extent that the aggregate parvalue of 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 beissued with conversion rights to a part of the bonds by a resolutionof the Board of Directors.
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 (3) Upon conversion, from the aggregate par value of convertiblebonds, 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,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 ofissuance of the convertible bonds (amended on March 15, 1996).  (4) The period during which conversion rights may be exercisedshall commence on one (1) month after the issuance date of therelevant convertible bonds and end on the date immediately precedingthe redemption date thereof. However, the Board of Directors mayadjust the conversion right period within the above period by aresolution.  (5) With respect to the distribution of dividends or interest onthe shares issued upon conversion of the convertible bonds describedin Paragraph (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 rightsare exercised (amended on March 15, 1996).
Article 16.  Issuance of Bonds with Warrants
 (1) The Company may issue bonds with warrants to persons otherthan the Shareholders of the Company to the extent that theaggregate par value of the bonds shall not exceed Four HundredBillion (400,000,000,000) Won (amended on March 15, 1996).  (2) The aggregate value of new shares which may be subscribed forby the holders of the bonds with warrants shall be determined by theBoard of Directors, provided that the amount of such new sharesshall not exceed the aggregate par value of the bonds with warrants.  (3) Upon exercising preemptive rights, from the aggregate paramount of bonds with warrants, common shares may be issued up toThree Hundred Billion (300,000,000,000) Won and preferred shares maybe issued up to One Hundred Billion (100,000,000,000) Won, and theissue price, which shall not be less than the par value of eachshare, shall be determined by a resolution of the Board of Directorsat the time of issuance of the bonds with warrants (amended on March15, 1996).  (4) The period during which preemptive rights may be exercisedshall commence on one (1) month after the issuance date of therelevant bonds with warrants and end on the date immediatelypreceding the redemption date thereof. However, the Board ofDirectors may adjust the exercise period within the above period bya resolution.
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 (5) With respect to the distribution of dividends or interest ofShareholders who exercise the preemptive rights described inParagraph (1), shares shall be deemed to have been issued at the endof the fiscal year immediately preceding the fiscal year in whichthe subscription price therefor are fully paid (amended on March 15,1996).
Article 17.  Applicable Provisions regarding Issuance of Bonds
  The provisions of Articles 12 and 13 shall apply *mutatis mutandis*to theissuance 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 beof two types: Ordinary and Extraordinary.  (2) The Ordinary General Meeting of Shareholders shall beconvened within three (3) months after the end of each fiscal yearand Extraordinary General Meetings of Shareholders shall be convenedat any time if necessary (amended on July 7, 1994).
Article 19.  Convening of General Meeting
 (1) Except as otherwise provided by the relevant laws andregulations, General Meetings of Shareholders shall be convened bythe Representative Director in accordance with a resolution of theBoard of Directors (amended on August 14, 1989).  (2) In the absence of the Representative Director, the provisionof Article 35, Paragraph (2) shall apply *mutatis mutandis*(amendedon August 14, 1989).
Article 20.  Notice and Public Notice of Convening of General Meeting
 (1) In convening a General Meeting of Shareholders, a written ordigital notice thereof setting forth the time, date, place andagenda of the Meeting, shall be sent to each Shareholder at leasttwo (2) weeks prior 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) percentof the total number of shares with voting rights issued andoutstanding shall be replaced by public notices given respectivelyat least twice in “Hankuk Kyungje Shinmoon” and “Maeil KyungjeShinmoon” published in Seoul, two (2) weeks prior to the Meeting.Public notice of a Meeting shall include the statement that aGeneral Meeting will be held and the agenda of the Meeting (amendedon March 8, 2002).
Article 21.  Place of General Meeting
  General Meetings of Shareholders shall be held at the place where thehead office of the Company is located but may be held at a near-by placeif necessary (amended on August 14, 1989).
Article 22.  Chairman of General Meeting
  The Chairman of the General Meeting of Shareholders shall be theRepresentative Director. In the absence of the Representative Director,the other Directors shall preside at the Meeting in the order previouslydetermined 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 orderany person who intentionally speaks or behaves obstructively or whodisturb the proceedings of the Meeting to stop or retract a speechor to leave the place of Meeting, and such person shall comply withhis/her order (established on August 14, 1989).  (2) The Chairman of a General Meeting of Shareholders mayrestrict time and number of speeches by a Shareholder as deemednecessary for the purpose of smooth proceeding (established on March27, 1998).
Article 24.  Voting Rights of Shareholders
  Every Shareholder shall have one (1) vote per share registered by his ownname.
Article 25.  Limitation to Voting Rights of Cross-Held Shares
  If the Company, its parent company and its subsidiary, or its subsidiaryholds shares
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  exceeding ten (10) percent of the total number of shares issued andoutstanding of another company, the shares of the Company held by suchother 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 votingrights wishes to exercise them in disunity, such Shareholder shallnotify the Company in writing of his intention and reason fordisunitary 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 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(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 mustpresent documents evidencing his power of representation prior tothe opening of the General Meeting of Shareholders; provided,however, the proxy for a corporate Shareholder must be an employeeof 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 Shareholders
  All resolutions of General Meetings of Shareholders, except as otherwiseprovided by the relevant laws and regulations, shall be adopted byaffirmative votes of the majority of the voting rights of Shareholderspresent thereat and at least one-fourth (1/4) of the total number of shares issued and outstanding (amended on March 15, 1996).
Article 30.  Minutes of General Meeting of Shareholders
  The substance of the course and proceedings of a General Meeting ofShareholders and the results thereof shall be recorded in minutes onwhich the names and seals of the chairman and the Directors present atthe Meeting shall be affixed or which shall be signed by such persons,and shall be kept at the head office and branches of the
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  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 morethan twelve (12) Directors, and outside Directors amounting to ahalf of the total number of Directors (amended on March 17, 2000).  (2) (deleted on March 17, 2000)
Article 32. Appointment of Directors
 (1) The Directors shall be elected at a General Meeting ofShareholders (amended on March 17, 2000).  (2) The Directors shall be appointed at a General Meeting ofShareholders by affirmative votes of the majority of the votingrights of Shareholders present and such majority also represents atleast one-fourth (1/4) of the total number of shares issued andoutstanding (amended on March 17, 2000).  (3) For appointment of Directors, the cumulative voting systempursuant to Article 382-2 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) notparticipate 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 ofOutside Director (the “Recommendation Committee”) at the Board ofDirectors.  (2) An outside Director shall be appointed from among thosecandidates who were recommended by the Recommendation Committee.
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 (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 ofthe Recommendation Committee shall be decided separately by theBoard of Directors (established on March 17, 2000).
Article 32-3.  Qualification of Director
 (1) A person who falls under any of the following items shall notbe a Director of the Company, and a Director who falls under any ofthe following items after his/her appointment shall be dismissed(amended on March 17, 2000):
 1. Person who controls a company having competitiverelationship with the Company, as specified in the MonopolyRegulation and Fair Trade Law (hereinafter, the “FTL”) or anyperson 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 a company whichbelongs to the same enterprise group as such competitor underthe 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 is thelargest Shareholder or the 2nd largest Shareholder of acompany having competitive relationship with the Company, or acompany 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 whohas expert knowledge in management, economy, accounting, law orrelevant technology, or substantial experience in such areas, andwho may contribute to the development of the Company and protectionof interests of the Shareholders. A person who falls under any ofcauses for disqualification as specified in the Securities ExchangeAct, Korean Commercial Act, or other relevant laws and regulations,shall not become an outside Director of the Company (amended onMarch 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. In such case, anyvacancy in the office of the outside Director shall be filled at
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   the Ordinary General Meeting of Shareholders following theoccurrence of such causes for disqualification (amended on March17, 2000).
Article 33.  Term of office of Directors
  The term of office of the Directors (including Representative Director)shall be until the close of the 3rd Ordinary General Meeting ofShareholders convened after he/she office.(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/herposition 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 thanimprisonment without prison labor.
 (2) Any vacancy in the office of Director shall be filled by aresolution of an Extraordinary General Meeting of Shareholders.However, if the number of Directors required by these Articles ofIncorporation or applicable laws are met and there is no difficultyin the administration of business, a appointment may be withheldtemporarily or postponed until the next following Ordinary GeneralMeeting of Shareholders (amended on March 17, 2000).
 (3) The terms of office of a Director appointed to fill a vacancyor increase the number of Directors shall commence on the date oftaking office (amended on March 17, 2000).
Article 35.  Duties of Directors
 (1) The Company shall appoint more than one (1) representativeDirectors among Directors by a resolution of the Board of Directors.The Representative Director shall represent the Company and manageall affairs of the Company (amended July 7, 1994).  (2) The Directors shall assist the Representative Director andshall carry out their respective responsibilities as determined bythe Board of Directors. In the absence of the RepresentativeDirector, they shall perform his duty in the order determined by theprovisions of the Board of Directors (amended July 7,
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   1994).
Article 35-2.  Reporting Duty of Directors
  A Director shall immediately report to the Audit Committee when such aDirector finds matters which could materially cause damage to the Company(amended on March 17, 2000).
Article 35-3.  Duties of Directors to be faithful
  The Directors shall faithfully perform their respective duties for thebenefits 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 Employment
  The Company shall assure its employees’ employment with the Companyexcept for discharge or removal pursuant to the Company’s Rules ofEmployment (amended on July 7, 1994).
Article 40.  Restriction on the Representation Right of the Representative Director (deleted on July 7, 1994)
Article 41.  Agent
  Representative Director may appoint agents among employees of the Companyto be delegated rights with respect to the Company’s business, includingany litigation involving the Company except otherwise prohibited by anylaws or regulation, or the Articles of Incorporation (amended on July 7,1994).
Article 42.  Consultant
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  Representative Director may have consultants or advisory institutions torefer important matters on business administration (amended on July 7,1994).
**CHAPTER VI. BOARD OF DIRECTORS**
Article 43.  Constitution of the Board of Directors
  The Board of Directors of the Company shall consist of Directors. TheBoard of Directors shall resolve all important matters relating to theexecution 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 Meetingof Board of Directors may demand to convene the Meeting of Board ofDirectors to a Director with a right to convene the Meeting. If aDirector with such a right rejects to the demand without reasonablecause, 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 noticethereof setting forth agenda of the Meeting shall be given to eachDirector two (2) days prior to the date of the Meeting (amended onMarch 8, 2002).  (3) The procedure of Paragraph (3) may be dispensed with upon theconsent of 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 thepresence of a majority of the Directors in office and by theaffirmative vote of a majority of the Directors present.  (2) No Director who has an interest in a matter for resolutionmay exercise his or her vote upon such matter.
Article 45-2.  Matters Subject to Prior Approval of Majority of the Outside Directors
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  Notwithstanding 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 toacquire, such stock or equity of a foreign company or corporation orother overseas assets, equivalent to 5% or more of its capital underthe most 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)equivalent to 10 billion Won or more through single or moretransactions.
Article 46.  Function (deleted on July 7, 1994)
Article 46-2.  Internal Trading
  The Board of Directors shall establish and amend the regulations forinternal trading in order to insure the fairness of transactions withaffiliated companies (as defined in the FTL) of the Company (establishedon March 27, 1998).
Article 47.  Management
  Matters necessary for management of the Board of Directors shall bedetermined by the provisions 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 moredirectors and two-thirds (2/3) or more of the committee membersshall be composed of outside Directors.
     (3) All matters necessary for the constitution and operation of theAudit Committee shall be decided separately at the Board ofDirectors.
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Article 48.  Minutes of the Meeting of the Board of Directors
  All agenda of the Board of Directors, the substance of the proceedings ofthe Board and the result thereof, name(s) of Director(s) who raise(s) anobjection to the Board resolution and the reason therefor, shall berecorded in the minutes on which the names and seals of the Chairman andall 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 aresolution of the General Meeting of Shareholders (amended on March17, 2000).  (2) Severance allowances for Directors shall be handled inaccordance with the Regulation on Remuneration for Officers asadopted by a resolution of the General Meeting of Shareholders(amended on March 17, 2000).
Article 49-2.  Treatment for Outside Directors
  The Company may pay to outside Directors the expense incurred during theperformance of their duties (amended on March 17, 2000).
**CHAPTER VII. ACCOUNTING**
Article 50.  Fiscal Year
  The fiscal year of the Company shall commence on January 1 and end onDecember 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 Business Report
 (1) The Representative Director of the Company shall prepare thefollowing documents, supplementary documents thereto and thebusiness report for obtaining the audit of the Audit Committee six(6) weeks prior to the day set for the Ordinary General Meeting ofShareholders, for audit by the Audit Committee, and theRepresentative Director shall submit the following
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   documents and the business report to the Ordinary General Meetingof 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 thedocuments described in Paragraph (1) above to the RepresentativeDirector within four (4) weeks from the day of receipt thereof(amended on March 17, 2000).  (3) The Representative Director shall keep the documentsdescribed in Items of Paragraph (1) above, together with thebusiness report, and the audit report at the head office of theCompany for five (5) years and certified copies of all of suchdocuments at the branches of the Company for three (3) yearsbeginning from one (1) week prior to the day of the Ordinary GeneralMeeting of Shareholders (established on August 14, 1989).  (4) The Representative Director shall give public notice of thebalance sheet and the independent auditors’ opinion immediatelyafter the documents described in Items of Paragraph (1) above havebeen approved by the General Meeting of Shareholders (established onAugust 14, 1989).
Article 53.  Disposition of Surplus
  The Company shall dispose of the earned surplus which is unappropriatedas of the end of each 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 dividends 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).  (2) In the case of stock dividends, the classes and types of new shares to be
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   allotted may be determined by resolution of the General Meetings ofShareholders if the Company has issued different classes and typesof shares (established on March 15, 1996).
 (3) Dividends under Paragraph (1) shall be paid to theShareholders or pledgees who are registered in the Register ofShareholders as of the end of each fiscal year (established onAugust 14, 1989).  (4) If there is no claim for the payment of dividends for five(5) years from the date when the allotment starts, the right toclaim dividends in Paragraph (1) shall be deemed to be waived andthe 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 Shareholdersregistered in the Register of Shareholders as of June 30, byresolution of the Board of Directors, one time during each fiscalyear (established on March 12, 2004).  (2) All other matters relevant to the Interim Dividends underParagraph (1), including the limitation amount of the InterimDividends and/or the payment time of the Interim Dividends, shallcomply with the relevant laws and regulations, including Securitiesand Exchange Act (established on March 12, 2004).  (3) In case of the payment of the Interim Dividends, the rate ofthe Interim Dividends to common shares shall also apply to theInterim Dividends to preferred shares under Article 8 (establishedon March 12, 2004).  (4) The provisions of Article 10 Paragraph (2) and Article 54Paragraph (4) shall apply *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 shallnot disclose or embezzle secrets which are obtained on his duty(amended on March 27, 1998).  (2) If any officer or any person who was the officer of theCompany discloses or
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   misappropriates the information concerning the management of theCompany, 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 Enforcement
  These Articles of Incorporation shall take effect as of August 14, 1989.
Article 2.  Provisions of the Company
  The provisions needed for the undertaking and management of the Company’sbusiness shall be determined and enforced by the Board of Directors.
Article 3.  Matters Not Specified in These Articles of Incorporation
  Matters not specified in these Articles of Incorporation shall complywith resolutions of the General Meeting of Shareholders, the CommercialAct 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.
**Addendum (as of March 15, 1996)**
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Article 1.  Date of Enforcement
  These Articles of Incorporation shall take effect as of March 15, 1996.However, the amended Articles of 10-2, 13, 17, 29,30, 32, 33, 35-2, 36,37, 48 and 54 shall take effect as of October 1, 1996.
Article 2.  Interim Measures for Terms of Office of Auditors
  The terms of office of auditors who are holding office of the Companywhen these Articles of Incorporation become effective, shall bedetermined by the previous Articles of Incorporation of the Company.
**Addendum (as of March 21, 1997)**
Article 1.  Date of Enforcement
  These Articles of Incorporation shall take effect as of March 21, 1997.
**Addendum (as of March 27, 1998)**
Article 1.  Effective Date
  These Articles of Incorporation shall become effective from March 27,1998.
Article 2.  Interim Measures for appointing outside Director
  Notwithstanding the amended provision of Article 31 Paragraph (1), theCompany may appoint at most three (3) outside Director(s).
**Addendum (as of March 20, 1999)**
Article 1.  Effective Date
  These Articles of Incorporation shall become effective from March 20,1999.
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Article 2.  Issuance of New Shares
  The Company shall issue 160,210 common shares by June 17, 1999.
Article 3.  Manner to Issue New Shares
  At 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 of securitiesbeyond a certain limit according to Article 6, Item 3 of theTelecommunication Business Act, in proportion to stocks which thestockholder owns. Provided, however that the issue price and manner ofsubscription shall be determined by resolution of the Board of Directors.
Article 4.  Transient Provision
  The provision of Article 32, paragraph (3) of the text shall be effectiveto the date immediately preceding the date set for the Ordinary GeneralMeeting of Shareholders in 2003 (amended on March 17, 2000).
**Addendum (as of March 17, 2000)**
Article 1.  Date of Effectiveness
  These Articles of Incorporation shall take effect as of March 17, 2000.However, the amended Article 31 shall take effect from the date ofconvening the Ordinary General Meeting of Shareholders following theclose of the 2000 business year.
Article 2.  Allocation of New Shares to a Third Party
  Notwithstanding the provisions of Article 10, Paragraph (1) of the text,the Company may allocate 579,492 new shares (on the basis of 5,000 Won aspar value of a share) to Pohang Iron & Steel Co., Ltd., once or morewithin year 2000 by a resolution of the Board of Directors in the mannerof 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 Provision
  Article 33 shall also be applied to the Directors who have been electedprior to the effective date of these Articles of Incorporation.
**Addendum (as of March 12, 2004)**
Article 1.  Date of Effectiveness
  These Articles of Incorporation shall take effect as of March 12, 2004.
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