Exhibit 1.1
 ARTICLES OF INCORPORATION OF KB FINANCIAL GROUP
 CHAPTER I
GENERAL PROVISIONS
 Article 1 (Corporate Name)
 KB Geumyung Jijoo
 Article 2 (Objective)
  1.
    
    Control over or management of companies engaged in financial businesses or other
companies related closely to the operations of financial businesses;2.
    
    Financial support for the subsidiaries, etc. (including subsidiaries, subsidiaries of
such subsidiaries (a Sub-subsidiary) and other companies controlled
by a Sub-subsidiary, hereinafter the same);3.
    
    Financing for investment in subsidiaries or providing financial support to
subsidiaries, etc.;4.
    
    Joint development and sales of products with subsidiaries, etc. and administration
support for joint utilization of facilities and IT systems;5.
    
    Lease and provision of brand, license, etc. to subsidiaries, etc.;6.
    
    Other businesses permitted by laws and regulations; and7.
    
    Any other businesses incidental or related to those in Items 1 through 6 of this
Paragraph.
 Article 3 (Location of Head Office and Establishment of Branches)
 (1)
    
    The Company shall have its head office in Seoul.(2)
    
    The Company may establish branches, liaison offices, representative offices or subsidiaries
within or outside Korea, as it deems necessary, by the resolution of the Board of Directors.
 
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Article 4 (Method of Public Notices)
  CHAPTER II
SHARES
 Article 5 (Total Number of Authorized Shares)
  Article 6 (Par Value per Share)
  Article 7 (Number of Shares Issued at the Time of Incorporation)
  Article 8 (Types of Shares)
 (1)
    
    The shares to be issued by the Company shall be common shares in registered form and
preferred shares in registered form. The shares shall be issued by a resolution of the Board
of Directors.
 (2)
    
    Preferred shares in registered form may have preferential rights over the common shares with
respect to the distribution of dividends or residual properties of the Company.
 Article 9 (Share Certificates)
 (1)
    
    The share certificates of the Company shall be issued in the following eight (8)
denominations: one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred
(500), one thousand (1,000) and ten thousand (10,000) shares.
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(3)
    
    The Company shall not issue share certificates in whole or in part of shares owned by a
shareholder if such shareholder does not desire to receive share certificates corresponding
to such shares.
 Article 10 (Number and Description of Preferred Shares)
 (1)
    
    Preferred shares to be issued by the Company shall be non-voting, and the number thereof
shall not exceed one half (1/2) of the total number of issued and outstanding shares.(2)
    
    The dividends on preferred shares shall be no less than one percent (1%) per annum of the
par value and the rate thereof shall be determined by the Board of Directors at the time of
issuance; provided, thatin the case of the issuance of preferred shares whereby the rate of
preferred dividends is adjustable, the Board of Directors shall determine the fact that the
rate of preferred dividends are adjustable, the reasons for the adjustability, the base date
for the adjustment and the method of adjustment at the time of issuance of such shares.(3)
    
    Preferred shares to be issued by the Company may be participating or non- participating, and
accumulating or non- accumulating by the resolution of the Board of Directors.(4)
    
    If a resolution not to distribute dividends on preferred shares is adopted, then the
preferred shares shall be deemed to have voting rights from the next General Meeting of
Shareholders immediately following the General Meeting of Shareholders at which such
resolution not to distribute dividends on preferred shares is adopted, to the end of the
General Meeting of the Shareholders at which a resolution to distribute dividends on such
preferred shares is adopted.(5)
    
    If the Company increases its capital by a shares offering or a bonus issue, the new shares
to be assigned to preferred shares shall be common shares in the case of a shares offering
and shall be the shares of same type in the case of a bonus issue.(6)
    
    Whether or not to specify the duration of preferred shares shall be determined by the
resolution of the Board of Directors. If there is any duration of preferred shares, such
duration shall be no less than one (1) year and no more than ten (10) years from the date of
issuance, and such period of duration shall be determined by the Board of Directors at the
time of issuance. If there is any duration of preferred shares, preferred shares shall be
converted into common shares upon the expiration of the duration period. However, if the
holders of the preferred shares do not receive dividends entitled to them during the duration
period, then the duration period shall be extended until such holders receive in
full the dividends to which they are entitled. In such a case, Article 15 shall apply
mutatis mutandiswith respect to the distribution of dividends for new shares issued upon
conversion.
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Article 11 (Convertible Shares)
 (1)
    
    The Company may, pursuant to a resolution of the Board of Directors, issue shares that are
convertible into common shares or preferred shares, in an amount not exceeding 20% of the
total number of issued and outstanding shares of the Company.
 (2)
    
    The issue price of the new shares issued upon conversion shall be equal to the issue price of
shares prior to conversion, and the number of shares to be issued upon conversion shall be equal to the number of common shares or preferred shares prior to conversion.
 (3)
    
    The conversion period shall be determined by a resolution of the Board of Directors and shall
be a period that commences not earlier than one (1) year, and ends no later than ten (10)
years, from the issue date.
 (4)
    
    Article 15 shall apply mutatis mutandiswith respect to the distribution of dividends for new
shares issued upon conversion.
 Article 12 (Redeemable Shares)
 (1)
    
    In the case of issuance of preferred shares, the Company may, pursuant to a resolution of the
Board of Directors, issue such preferred shares as redeemable shares that may be redeemed with
profits at the discretion of the Company or such shareholders.
 (2)
    
    The redemption price shall be the issue price + additional amount, where the additional
amount shall be determined by a resolution of the Board of Directors at the time of issuance
of such redeemable shares, considering various factors such as the dividend rate, market
condition and general circumstances related to the issuance of such redeemable shares.
 (3)
    
    The redemption period for the redeemable shares shall be a period falling between (x) the day
immediately following the close of the Ordinary General Meeting of Shareholders for the fiscal
year in which the redeemable shares were issued and (y) one month after the close of the
Ordinary General Meeting of Shareholders for the fiscal year in which the 20th
anniversary of the issue date falls, as determined by a resolution of the Board of Directors;
provided, however, thatin the case of redeemable shares which are required to be redeemed by
the Company upon the expiration of the redemption period, to the extent that any of the
conditions listed below have occurred and remain outstanding, the redemption period shall be
extended until such conditions have been resolved:
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1.
    
    The holders of the redeemable shares did not receive the preferred dividends to
which they are entitled; or2.
    
    The Company is unable to redeem the redeemable shares during the redemption period due to a lack of sufficient profits.
 (4)
    
    The Company may redeem the redeemable shares in whole at once or in part; provided that, in
the case of partial redemption, the Company may select the shares to be redeemed by lottery,
or proportionally among each holder. Fractional shares resulting from proportional redemption
shall not be redeemed.
 (5)
    
    If the Company wishes to redeem the redeemable shares, the Company shall provide public
notice specifying its intention to redeem, the redeemable shares to be redeemed and the fact
that the share certificates must be presented to the Company within a period of no less than
one month. The Company must separately provide notice to the shareholders registered in the
Companys registry of shareholders and the registered pledgees. Upon the expiration of the
period mentioned above, the Company shall mandatorily redeem the redeemable shares.
 (6)
    
    At the time of issuance of redeemable shares, the Company may, pursuant to a resolution of
the Board of Directors, issue the redeemable shares as convertible shares as provided for in
Article 11 hereof.
 Article 13 (Preemptive Rights)
 (1)
    
    The shareholders of the Company shall have pre-emptive rights to subscribe for new shares to
be issued by the Company in proportion to their respective shareholdings.
 (2)
    
    Notwithstanding the provision of Paragraph (1) above, the Company may allocate new shares to
persons other than existing shareholders of the Company by the resolution of the Board of
Directors, in any of the following instances:
 1.
    
    If the Company issues new shares for its capital increase by way of a general
public offering, to the extent not exceeding 50/100 of the total number of issued and
outstanding shares of the Company in accordance with the provisions of the Financial
Investment Services and Capital Market Act (the FSCMA);2.
    
    If the Company preferentially allocates new shares to members of the Employee
Stock Ownership Association in accordance with the provisions of the FSCMA;
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3.
    
    If the Company issues new shares upon the exercise of stock options in accordance
with the provisions of the Commercial Code, etc.;4.
    
    If the Company issues new shares for the issuance of depositary receipts
(DR), to the extent not exceeding 50/100 of the total number of issued and
outstanding shares of the Company in accordance with the relevant provisions of the
FSCMA, etc.;5.
    
    If the Company issues new shares to foreign or domestic financial institutions
or institutional investors, to the extent not exceeding 50/100 of the total number of
issued and outstanding shares of the Company, where such investment is deemed to be
necessary for the management or operations of the Company; or6.
    
    If the Company issues new shares to a third party who has provided money,
loan, advanced financial technology or know-how to the Company, has close, cooperative
business relations with the Company, or has contributed to the management of the
Company, to the extent not exceeding 50/100 of the total number of issued and
outstanding shares of the Company.
 (3)
    
    In the case of issuance of new shares pursuant to each item under Paragraph (2) above, the
type and total number of shares to be issued and the issue price, etc. shall be determined by
a resolution of the Board of Directors.
 (4)
    
    In the case a shareholder waives or loses the pre-emptive right to subscribe new shares,
those shares not subscribed due to such waiver or loss of the pre-emptive right shall be
disposed by a resolution of the Board of Directors. If fractional shares result from the
allocation of new shares, such shares shall also be disposed of by a resolution of the Board
of Directors.
 Article 14 (Stock Options)
 (1)
    
    The Company may grant stock options to the officers and employees (including officers and
employees of related companies as prescribed under Article 9 of the Enforcement Decree of the
Commercial Code, hereinafter, the same) pursuant to the provisions of the Commercial Code and
other relevant laws, by a special resolution of the General Meeting of Shareholders, to the
extent not exceeding 15/100 of the total number of issued and outstanding shares of the
Company; provided, however, that the Company may grant stock options to the officers and
employees other than directors, by a resolution of the Board of Directors, to the extent not
exceeding one percent (1%) of the total number of issued and outstanding shares, in case of
such the Company must obtain the approval of shareholders at the nearest forthcoming General
Meeting of Shareholders.
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(2)
    
    The persons who are entitled to receive such stock options shall be officers and employees
of the Company prescribed under Paragraph (1) above who have contributed, or are capable of
contributing, to the management or technical innovation of the Company, except for officers or
employees in any of the following cases:
 1.
    
    The Largest Shareholder of the Company (as defined in Article 542-8,
Paragraph 2(5) of the Commercial Code, hereinafter, the same) and Specially Related
Persons thereof (as defined in Article 13, Paragraph 4 of the Enforcement Decree of the
Commercial Code, hereinafter, the same), except for such persons who are deemed
Specially Related Persons upon becoming officers (including an officer who is a
non-standing officer of any affiliate company) of the Company;2.
    
    Major Shareholders (as defined in Article 542-8, Paragraph 2 (6) of the
Commercial Code, hereinafter, the same) of the Company, and Specially Related Persons
thereof, except for such persons who are deemed Specially Related Persons upon becoming
officers (including an officer who is a non-standing officer of any affiliate company)
of the Company; and3.
    
    Persons who become Major Shareholders of the Company through exercise of their
stock options.
 (3)
    
    The shares to be issued upon the exercise of stock options shall be common shares or
preferred shares, both of which shall be in registered form.
 (4)
    
    The total number of shares to be given to one (1) officer or employee pursuant to the stock
option shall not exceed 1/100 of the total number of shares issued and outstanding.
 (5)
    
    The exercise price per share for the stock option shall be determined in accordance with
the relevant laws, such as the Commercial Code, etc. Adjustment of exercise price shall be
determined likewise.
 (6)
    
    Stock options may be exercised during the period as decided by a resolution of the General
Meeting of Shareholders or Board of Directors, at the time that the stock options are granted.
Such exercise period shall fall between the date commencing from the 2nd anniversary of the
date that a resolution was made to grant such stock options (as provided in Paragraph (1)
above) until a date not later than the 7th anniversary of such resolution date.
 (7)
    
    A stock option is exercisable by a person who has served the Company for two (2) years or
more from the date specified in Paragraph (1) above at which a resolution to grant such stock
option was adopted. If the grantees continuous service terminates by reason of the grantees
death, attainment of mandatory retirement age or for reasons other than by the fault of the
grantee within two (2) years from the said date of resolution, the option may be exercisable
within the exercise period.
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(8)
    
    In the case of granting the stock options, the Company may condition the exercise of the
stock options upon achieving a detailed set of performance goals, and may cancel all or a
portion of the stock options or postpone the exercise of stock options if such condition is
not satisfied.
 (9)
    
    In the following instances, the Company may, by a resolution of the Board of Directors,
cancel the stock options:
 1.
    
    When the relevant officer or employee voluntarily resigns or retires from his or her
position at the Company after receiving the stock option;2.
    
    When the relevant officer or employee inflicts material damage or losses on the
Company due to his or her willful misconduct or negligence;3.
    
    When the Company cannot respond to the exercise of stock options due to its
bankruptcy, dissolution, etc.; or4.
    
    When there occurs any other event for cancellation of the stock option pursuant to
the stock option agreement.
 Article 15 (Issuance Date of New Shares for the Purpose of Dividends)
  Article 16 (Transfer Agent)
  (2)
    
    The transfer agent, its place of business and the scope of its agency business shall be
determined by a resolution of the Board of Directors and a public notice thereof shall be
given.
 (3)
    
    The shareholders registry or duplicates thereof shall be kept at the business place of the
transfer agent and the alterations in the registry of shareholders, registration of creation
and cancellation of pledges over shares, indication of trust assets and cancellation thereof
with respect to shares, issuance of share certificates, receipt of reports and other related
activities shall be conducted by the transfer agent.
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(4)
    
    The procedure provided for in Paragraph (3) above shall be regulated by the Regulation on
Securities Transfer Agency Business of Transfer Agent, etc.
 Article 17 (Report of Addresses, Names and Seals or Signatures of Shareholders and Others)
 (1)
    
    Shareholders and registered pledgees shall file their names, addresses, and seals or
signatures with the transfer agent under Article 16 above.
 (2)
    
    Shareholders and registered pledgees who reside in a foreign country should report to the
Company appointed agents and the addresses in Korea to which notices are to be sent.
 (3)
    
    The same shall apply in case of any changes in the matters referred to in Paragraphs (1) and
(2) above.
 Article 18 (Close of Shareholders Registry and Record Date)
 (1)
    
    The Company shall suspend entries of alteration of the shareholders registry from the
1st to the 31st of January of each year.
 (2)
    
    The shareholders registered in the shareholders registry as of December 31 of each fiscal
year shall be entitled to exercise the rights as shareholders at the Ordinary General Meeting
of Shareholders convened for such fiscal year.
 (3)
    
    The Company may, if necessary for convening of an Extraordinary General Meeting of
Shareholders or any other necessary cases, suspend any entry into the shareholders registry
with respect to shareholders rights for a period not exceeding three (3) months as determined
by a resolution of the Board of Directors, or cause the shareholders whose names appear in the
shareholders registry on a record date set by a resolution of the Board of Directors to
exercise their rights as shareholders. If the Board of Directors deems it necessary, the
Company may suspend any entry into the shareholders registry and set the record date at the
same time. The Company shall give at least two (2) weeks prior notice to the public.
 (4)
    
    Notwithstanding the provision of the last sentence of Paragraph (3) above, if prescribed
otherwise by the Financial Holding Companies Act and other relevant laws and regulations, such
laws may prevail.
 CHAPTER III
BONDS
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Article 19 (Issuance of Convertible Bonds)
 (1)
    
    The Company may issue to persons other than existing shareholders of the Company convertible
bonds, by the resolution of the Board of Directors, to the extent that the total face value of
the bonds shall not exceed two trillion five hundred billion (2,500,000,000,000) Won, in the
following cases:
 1.
    
    If the Company issues convertible bonds through a general public offering;2.
    
    If the Company issues convertible bonds to domestic or foreign financial institutions
or institutional investors in order to raise the fund to meet urgent need; or3.
    
    If the Company issues convertible bonds to a third party who has provided money, loan, advanced financial technology or know-how to the Company, has close,
cooperative business relations with the Company, or has contributed to the
management of the Company.
 (2)
    
    The Board of Directors may determine that the convertible bonds referred to in Paragraph (1)
may be issued on the condition that conversion rights will be attached to only a portion of
the convertible bonds.
 (3)
    
    The shares to be issued upon conversion shall be common shares or preferred shares. The
conversion price, which shall be equal to or more than the face value of the shares, shall be
determined by the Board of Directors at the time of issuance of convertible bonds.
 (4)
    
    The conversion period shall commence on the date following three (3) months from the issue
date of the convertible bonds and end on the date immediately preceding the redemption date
thereof. However, the conversion period may be adjusted within the above period by a
resolution of the Board of Directors.
 (5)
    
    For the purpose of any distribution of dividends on the shares issued upon conversion and
any payment of accrued interest on the convertible bonds, Article 15 hereof shall apply
mutatis mutandis.
 Article 20 (Bonds with Warrants)
 (1)
    
    The Company may issue to persons other than existing shareholders of the Company bonds with
warrants, by the resolution of the Board of Directors, to the extent that the total face
value of the bonds shall not exceed two trillion five hundred billion (2,500,000,000,000)
Won, in the following cases:
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1.
    
    If the Company issues bonds with warrants through a general public offering;2.
    
    If the Company issues bonds with warrants to domestic or foreign financial
institutions or institutional investors in order to raise the fund to meet urgent
need; or3.
    
    If the Company issues bonds with warrants to a third party who has provided money,
loan, advanced financial technology or know-how to the Company, has close,
cooperative business relations with the Company, or has contributed to the
management of the Company.
 (2)
    
    The amount of new shares which can be subscribed for by the holders of the bonds with
warrants shall be determined by the Board of Directors to the extent that the maximum amount
of such new shares shall not exceed the face value of the bonds with warrants.
 (3)
    
    The shares to be issued upon exercise of warrants shall be common shares or preferred
shares. The issue price, which shall be equal to or more than the face value of the shares,
shall be determined by the Board of Directors at the time of issuance of bonds with warrants.
 (4)
    
    The warrant exercise period shall commence on the date following three (3) months from the
issue date of the relevant bonds and end on the date immediately preceding the redemption
date thereof. However, the warrant period may be adjusted within the above period by
resolution of the Board of Directors.
 (5)
    
    For the purpose of any distribution of dividends on the shares issued upon exercise of
warrants, Article 15 hereof shall apply mutatis mutandis.
 Article 21 (Issuance of Participating Bonds)
 (1)
    
    The Company may issue participating bonds to persons other than existing shareholders by the
resolution of Board of Directors; to the extent that the total face value of the bonds shall
not exceed one trillion (1,000,000,000,000) Won, in the following cases:
 1.
    
    If the Company issues participating bonds through a general public offering;2.
    
    If the Company issues participating bonds to domestic or foreign financial
institutions or institutional investors in order to raise the fund to meet urgent need; or3.
    
    If the Company issues participating bonds to a third party who has provided money,
loan, advanced financial technology or know-how to the Company, has close,
cooperative business relations with the Company, or has contributed to the
management of the Company.
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(2)
    
    The matters about participation in any distribution of dividends on bonds issued pursuant to
Article (1) above shall be determined by the resolution of the Board of Directors on the
basis of the distribution of dividends on common shares at the time of issuance.
 Article 22 (Applicable Provisions for the Issuance of Bonds)
  CHAPTER IV
GENERAL MEETINGS OF SHAREHOLDERS
 Article 23 (Convening of General Meetings of Shareholders)
 (1)
    
    General Meetings of Shareholders of the Company shall be of two types: (i) Ordinary and (ii)
Extraordinary.
 (2)
    
    The Ordinary General Meeting of Shareholders shall be held within three (3) months after the
end of each fiscal year and the Extraordinary General Meeting of Shareholders may be convened
whenever deemed necessary.
 Article 24 (Authority to Convene)
 (1)
    
    The Representative Director shall convene the General Meeting of Shareholders in accordance
with a resolution by the Board of Directors, unless otherwise prescribed by other laws and
ordinances.
 (2)
    
    If the Representative Director is unable to perform his/her duties, Article 41, Paragraph
(2) shall apply mutatis mutandis.
 Article 25 (Personal or Public Notices for Convening)
 (1)
    
    Written or electronic notice of the General Meeting of Shareholders of the Company shall
state the date, time, place of the Meeting, the purposes for which the Meeting has been
called. The written or electronic notice shall be sent to all shareholders at least two (2)
weeks prior to the date set for such Meeting.
 (2)
    
    The written or electronic notice of a General Meeting of Shareholders under Paragraph (1)
above to be given to shareholders holding one-hundredth (1/100) or less of the total issued
and outstanding voting shares may be substituted by either giving public notice of the
convening of the General Meeting of Shareholders in the Seoul Shinmun and the Dong-a Ilbo,
which are published in the city of Seoul and at least two (2) notices are
made in the
said publications two (2) weeks prior to the date set for such Meeting or by giving such
public notice through the electronic disclosure system operated by the Financial Supervisory
Commission or the Korea Exchange; provided that, if the Seoul Shinmun and the Dong-a Ilbo are
not available due to circumstances beyond the Companys control, the public notices may be
given in the Chosun Ilbo and the Joongang Ilbo, in such order.
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Article 26 (Place of Meeting)
  Article 27 (Chairman of the General Meeting of Shareholders)
  Article 28 (Chairmans Authority to Maintain Order)
 (1)
    
    The Chairman of the General Meeting of Shareholders may order persons who purposely speak or
act in a manner that disrupts or inhibits the deliberations of the General Meeting of
Shareholders or who otherwise disturb the public order of the General Meeting of Shareholders
to desist, retract his/her remarks, or to leave the place of meeting.
 (2)
    
    The Chairman of the General Meeting of Shareholders may restrict the length and frequency of
the speech of shareholders if it is necessary for the orderly conduct of the General Meeting
of Shareholders.
 Article 29 (Voting Rights)
  (2)
    
    If the Company, any of its parent company and subsidiary or subsidiaries hold shares
exceeding one tenth (1/10) of the total number of issued and outstanding shares of another
company, the shares of the Company held by such other company shall not have voting rights.
 Article 30 (Split Voting)
 (1)
    
    If any shareholder who holds two (2) or more votes wishes to split his/her votes, he/she
shall notify in writing the Company of such intent and the reasons therefor no later than
three (3) days before the date set for the General Meeting of Shareholders.
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(2)
    
    The Company may refuse to allow the shareholder to split his/her votes unless the
shareholder acquired the shares in trust or otherwise holds the shares for and on behalf of
some other person.
 Article 31 (Voting by Proxy)
  (2)
    
    In the case of Paragraph (1) above, the proxy holder shall file with the Company the
documents (power of attorney) evidencing the authority to act as a proxy before the General
Meeting of Shareholders.
 Article 32 (Method of Resolution of the General Meeting of Shareholders)
  Article 33 (Exercise of Voting Rights in Writing)
 (1)
    
    If the method of written resolutions at the General Meeting of Shareholders is adopted by
the resolution of the Board of Directors, at which the convening of the General Meeting of
Shareholders is determined, the shareholders may exercise their voting rights in writing
without attending the meeting.
 (2)
    
    In the case of Paragraph (1), the Company shall send the documents and references necessary
for the exercise of the voting rights, together with the convening notice of the General
Meeting of Shareholders.
 (3)
    
    If a shareholder intends to exercise his/her voting rights in writing, the shareholder shall
fill in and submit to the Company the documents referred to in Paragraph (2) one day before
the date set for the General Meeting of Shareholders.
 Article 34 (Minutes of the General Meetings of Shareholders)
  CHAPTER V
DIRECTORS AND BOARD OF DIRECTORS
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Article 35 (The Number of Directors)
 (1)
    
    The Company shall have not more than thirty (30) Directors.(2)
    
    The number of Non-executive Directors shall be more than one half (1/2) of the total number
of Directors and five (5) or more.
 Article 36 (Election of Director)
 (1)
    
    The Directors shall be elected at the General Meeting of Shareholders.(2)
    
    Non-executive Directors shall be recommended by the Non-executive Directors Candidate
Nomination Committee pursuant to Article 47 and elected at the General Meeting of
Shareholders.
 Article 37 (Qualification of Non-executive Directors)
  1.
    
    A professional manager or executive officer (a qualified person who is or
used to be an executive officer or of a higher rank in a Stock listed corporation, or
treated as the same);2.
    
    A professor (or of a higher rank) who is or used to be in authorized colleges,
or treated as the same;3.
    
    A lawyer or CPA (Certified Public Accountants) with at least 5-year work
experience;4.
    
    A person who has served in finance related organizations with at least 10-year
work experience; or5.
    
    A person who is recognized by the Board of Directors as the same through 1 to 4.
 Article 38 (Term of Director)
 (1)
    
    A Director shall be appointed to a term of office of three (3) years, and may be
re-appointed;
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provided, that such term may be otherwise determined at the General Meeting of Shareholders
to the extent it does not exceed three (3) years.(2)
    
    If the term of office expires after the end of a fiscal year but before the Ordinary General
Meeting of Shareholders convened in respect of such fiscal year, the term of office shall be
extended up to the close of such General Meeting of Shareholders.(3)
    
    Unless otherwise prescribed by General Meeting of Shareholders, the term of office of the
Director shall commence from the date of appointment.
 Article 39 (By-election of Directors)
 (1)
    
    In the event of any interim vacancy in the office of the Director, a substitute Director
shall be elected at the General Meeting of Shareholders; provided, however, thatthe
foregoing shall not apply if the number of remaining Directors satisfies the requirement
Article 35 hereof and such vacancy does not cause any difficulties in business operation of
the Company.(2)
    
    If the number of Non-executive Directors does not satisfy the requirement referred to in
Article 35 due to the death or resignation of Non-executive Directors, etc., Non-executive
Directors shall be elected to fill the vacancy at the first General Meeting of Shareholders
to be held after such occurrence so as to cause the number of Non-executive Directors to be
such prescribed number.
 Article 40 (Appointment of Representative Director, et al.)
  Article 41 (Duties of Directors)
 (1)
    
    The Representative Director shall represent the Company and shall perform the matters
resolved by the Board of Directors and oversee the business of the Company as determined by
the Board of Directors.(2)
    
    Directors who are not Non-executive Directors shall assist the Representative Director, and
divide and perform their respective duties as may be determined by the Representative
Director. In the case of an absence of, or an accident caused to, the Representative
Director, the Directors shall take his/her place as the Representative Director in accordance
with their order of priority as determined by the Board of Directors.
 Article 42 (Directors Obligation)
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(1)
    
    Directors shall attend the meeting of the Board of Directors and shall perform their
respective duties faithfully. During his/her service period and after his/her retirement,
Directors shall not disclose trade secrets of the Company obtained in the course of his/her
performance of duties.(2)
    
    If any Director finds any facts which may cause substantial losses to the Company, such
Director shall promptly report to the Audit Committee thereof.
 Article 43 (Composition and Convening of the Meeting of Board of Directors)
 (1)
    
    The Board of Directors shall consist of Directors, and shall resolve important matters
regarding the business affairs of the Company.(2)
    
    The Chairman of the Board of Directors shall be elected among the Directors by a resolution
of the Board of Directors.(3)
    
    The Meeting of the Board of Directors shall be convened at least once per fiscal quarter.(4)
    
    The Meeting of the Board of Directors shall be convened by giving notice to each Director at
least three (3) days prior to the scheduled date of such Meeting. In the absence of or if
accidents are caused to the Chairman of the Board of Directors, the Director(s) as determined
by the Board of Directors shall take his/her place as the Representative Director. However,
the said notice period may be shortened in urgent cases and the said procedures may be
omitted with the consent thereon of all Directors.(5)
    
    Matters to be resolved by the Board of Directors, and other matters regarding the operation
of the Board of Directors shall be determined in accordance with the resolution of the Board
of Directors.
 Article 44 (Method of Resolution)
 (1)
    
    The quorum for the Board of Directors shall be the presence of at least more than one half
(1/2) of the Directors, and all resolutions of the Board of Directors shall require the
affirmative votes of a majority of the Directors present at the meeting of the Board of
Directors; provided that amendment of the Articles of Incorporation, appointment of the
Representative Director and other matters requiring the resolution of General Meeting of
Shareholders shall be adopted by the affirmative vote of a majority of the Directors in
office.(2)
    
    The Board meetings may be held by means of a videoconference or other similar arrangement
whereby all or part of the Directors may participate in the meeting and vote on matters at
the same time. In such case, a Director participating in the meeting by such
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arrangement shall be considered present at the meeting.
 (3)
    
    Any Director who has an interest in the matters to be resolved at the Meeting of the Board
of Directors shall not be entitled to vote at such Meeting.
 Article 45 (Minutes of the Meeting of Board of Directors)
 (1)
    
    The proceedings of a Board meeting shall be recorded in the minutes.(2)
    
    The agenda, proceedings, resolutions, dissenting director (if any) and his/her reasons for
dissenting of a Board meeting shall be recorded in the minutes on which the names and seals
of the Directors present at the meeting shall be affixed or signed by them.
 Article 46 (Power and Obligation of the Board of Directors to the Wholly-Owned Subsidiary, etc.)
 (1)
    
    The Board of Directors shall retain the power to give advice, corrective recommendation and
request for submission of materials with respect to the matters of management of the
subsidiary of which the total issued and outstanding shares are owned by the Company
(Wholly-Owned Subsidiary), and the Sub-subsidiary company of which the total issued and
outstanding shares are owned by the Wholly-Owned Subsidiary (Wholly-Owned Sub-subsidiary,
and Wholly-Owned Subsidiary, etc. together with Wholly-Owned Subsidiary).(2)
    
    When exercising the power under Paragraph (1) above, the Board of Directors shall be liable
for the followings:
 1.
    
    The Board of Directors shall not hinder the soundness of management, consumers
right and the sound order of financial transactions;2.
    
    During his/her service period and after his/her retirement, Directors shall not
disclose trade secrets of the Wholly-Owned Subsidiary, etc. obtained in the course
of his/her performance of duties; and3.
    
    The Board of Directors shall not violate the relevant laws and regulations.
 (3)
    
    The Board of Directors shall set up the standards of internal compliance in accordance with
the relevant laws and regulations such as Financial Holding Companies Act in order to
supervise direct and indirect subsidiaries of the Company, and may appoint the compliance
officer to inspect compliance of such standards.
 Article 47 (Committees)
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(1)
    
    The Company may establish various committees including following committees within the Board
of Directors as determined by the resolution of the Board of Directors for the purposes of
smooth operation of the Board of Directors and effective management of the Company:
 1.
    
    Board Steering Committee;2.
    
    Management Strategy Committee;3.
    
    Risk Management Committee;4.
    
    Evaluation and Compensation Committee;5.
    
    Non-executive Director Nominating Committee; and6.
    
    Audit Committee Member Nominating Committee.
 (2)
    
    Matters regarding the composition, power, operation, etc. of each committee shall be
determined by the resolution of the Board of Directors.(3)
    
    Article 43, Paragraph (4), Article 44 and Article 45 shall apply mutatis mutandiswith
respect to the committees.
 Article 48 (Remuneration for Directors, etc.)
  Article 49 (Consultants)
  CHAPTER VI
AUDIT COMMITTEE
 Article 50 (Constitution of Audit Committee)
 (1)
    
    The Company shall establish an Audit Committee, as prescribed by the Financial Holding
Companies Act and other applicable laws and regulations instead of an auditor.
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(2)
    
    The Audit Committee of the Company shall consist of three (3) or more Non-executive
Directors, who are recommended by the Audit Committee Member Nominating Committee, which is
composed of all Non-executive Directors under Article 41-2 of the Financial Holding Companies
Act.(3)
    
    Two-thirds (2/3) of the members of the Audit Committee shall be elected from the
Non-executive Directors. The members of the Audit Committee who are not Non-executive
Directors shall satisfy the requirements of Article 41, Paragraph (3) of the Financial
Holding Companies Act.(4)
    
    The Members of the Audit Committee shall have any of the following qualifications and not
less than one of the members of the Audit Committee shall be a professional in financial
affairs pursuant to the relevant laws:
 1.
    
    A licensed person such as lawyer, CPA with at least 5-year work experience in the
licensed business;2.
    
    A person who has been a researcher in the institutions or a full-time instructor in
colleges, having a masters degree in law or economics-business with at least 5-year
work experience;3.
    
    A person who has been served as a professional in accounting, internal
compliance, audit, Information Technology (IT) and so on with at least 10-year work
experience in finance related organizations;4.
    
    A person who has served as an executive official for at least 5-year, or as an
employee who has a specific and practical knowledge in economics, business, law,
accounts and the like for at least 10-year in Stock listed corporations; or5.
    
    A person who is recognized as being equivalently qualified as those listed in items
1 through 4 by the Board of Directors or General Meeting of the Shareholders.
 (5)
    
    The Chairman of the Audit Committee shall be elected among the members who are Non-executive
Directors by a resolution of the Audit Committee.(6)
    
    If the number of members of the Audit Committee does not satisfy the requirement referred to
Paragraph (3) due to the death or resignation of members or any other reason, the members
shall be elected to fill the vacancy at the first General Meeting of Shareholders to be held
after such occurrence so as to cause the number of members to be such prescribed number.
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Article 51 (Duties of Audit Committee)
 (1)
    
    The Audit Committee shall audit Directors performance of their duties and may request
business reports from any Director, or investigate the business and status of property of the
Company.(2)
    
    The Audit Committee shall inspect the matters listed in the agenda of, and documents
submitted to, a General Meeting of Shareholders to investigate whether there is any event
violating the laws or these Articles of Incorporation and the Chairman of the Audit Committee
shall express his/her opinion to the General Meeting of Shareholders.(3)
    
    The Audit Committee may request the Board of Directors to convene the Extraordinary General
Meeting of Shareholders by submitting documents stating the agenda and reasons for convening
such meeting.(4)
    
    The Audit Committee may request business reports from any subsidiary of the Company when it
is necessary to perform its duties. In this case, if such subsidiary does not report to the
Audit Committee immediately or the Audit Committee needs to verify the contents of the
reports, it may investigate the status of business and the financial condition of the
subsidiary.(5)
    
    The Audit Committee shall retain the power to audit the status of the operation and property
and to request the submission of materials in relation to the managerial matters of the
Wholly-Owned Subsidiary, etc. and with respect to the exercise of such power Article 46
Paragraph (2) shall apply mutatis mutandisto the liability of the Audit Committee.(6)
    
    In the selection and appointment of an external auditor, the Audit Committee shall approve
it.(7)
    
    In addition to the matters referred to in Paragraphs (1) through (6), the Audit Committee
shall carry out the matters delegated by the Board of Directors.(8)
    
    The Board of Directors shall not overrule the decisions of the Audit Committee.
 Article 52 (Audit Committees Record)
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CHAPTER VII
ACCOUNTING
 Article 53 (Fiscal Year)
  Article 54 (Preparation and Maintenance of Financial Statements and Business Report, etc.)
 (1)
    
    The Representative Director of the Company shall prepare the following documents to be
submitted to the Ordinary General Meeting of Shareholders, together with supplementary data
and business reports, and have such documents audited by the Audit Committee no later than
six (6) weeks before the date of the Ordinary General Meeting of Shareholders:
 1.
    
    balance sheet;2.
    
    statements of profit and loss; and3.
    
    statement of appropriation of retained earnings or statement of disposition of
deficit.
 (2)
    
    The Audit Committee shall submit an audit report to the Representative Director no later
than one (1) week before the date of the Ordinary General Meeting of Shareholders.(3)
    
    The Representative Director shall keep on file copies of the documents described in
Paragraph (1) above, together with the business report and Audit Committees audit report
thereon, 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 before the date of the Ordinary General Meeting of Shareholders.(4)
    
    Upon obtaining approval for the documents mentioned in Paragraph (1) above from the General
Meeting of Shareholders, within three (3) months from the end of the relevant fiscal year,
the Representative Director shall make a public notice of the balance sheet, income
statement, consolidated financial statements pursuant to the Act on External Audit of Stock
Companies which are designated by the FSC and the opinion of an external auditor. In doing
so, notwithstanding the provisions of Article 4, the Company may use the means of electronic
document as prescribed by Article 55-2 of the Financial Holding Companies Act.
 Article 55 (Appointment of External Auditor)
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Article 56 (Disposal of Profits)
  1.
    
    earned surplus reserves;2.
    
    other statutory reserves;3.
    
    dividends;4.
    
    temporary reserves; and5.
    
    other appropriations of earned surplus.
 Article 57 (Retirement of Shares)
 (1)
    
    The Company may retire the shares within the scope of profits attributable to the
shareholders by the resolution of the Board of Directors.(2)
    
    In order to retire the shares pursuant to Paragraph (1), the Board of Directors shall adopt
the following resolutions:
 1.
    
    Types and the total number of shares to be retired;2.
    
    The total amount of shares to be acquired for retirement; and3.
    
    Acquisition period or retirement date (the acquisition period or retirement date
shall be before the Ordinary General Meeting of Shareholders to be held first after
the resolution of such retirement).
 (3)
    
    In case of acquisition of shares for the purpose of retirement pursuant to Paragraph (1),
the following criteria shall be followed:
 1.
    
    In the case of acquisition of shares for the purpose of retirement, such
acquisition shall be made in accordance with the method and criteria as prescribed in
the relevant laws, such as the FSCMA, etc.2.
    
    Total price of the shares to be acquired for the purpose of retirement shall
not be more than the amount as prescribed in the relevant laws, such as the FSCMA, etc.
within the scope available for dividend as at the end of such fiscal year pursuant
to Article 462, Paragraph (1) of the Commercial Code.
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(4)
    
    When the shares are retired pursuant to Paragraph (1), the matters referred to in each
Subparagraph of Paragraph (2) and the results of retirement shall be reported to the Ordinary
General Meeting of Shareholders to be held first after the resolution of such retirement.
 Article 58 (Dividends)
 (1)
    
    Dividends may be distributed in cash or stock.(2)
    
    In case the dividends are to be distributed in stock and the Company has several classes of
shares, the stock dividend distribution may be made in shares of different types by a
resolution of the General Meeting of Shareholders.(3)
    
    Dividends of Paragraph (1) above shall be paid to the shareholders registered in the
Companys registry of shareholders or the registered pledgees as of the last day of each
fiscal year.
 Article 59 (Quarterly Dividends)
 (1)
    
    The Company may distribute cash dividends to the shareholders as of the end of March, June
or September by resolution of the Board of Directors.(2)
    
    Quarterly Dividends provided under Paragraph (1) shall be decided by a resolution of the
Board of Directors, provided that the specific method and limit, etc. of quarterly dividends
shall satisfy the relevant laws and regulations including including the FSCMA, etc..(3)
    
    In case the Company issues new shares through a shares offering, bonus issue, stock
dividend, conversion of convertible bonds, exercise of warrant of bond with warrants or stock
options, the new shares shall be deemed to have been issued at the end of the fiscal year
immediately prior to the fiscal year during which the new shares are issued with respect to
distribution of dividends for such new shares.(4)
    
    In case of distributing quarterly dividends, the same dividend rate as that of common shares
of the Company shall be applied to the preferred shares, unless otherwise determined at the
time of issuance.
 Article 60 (Expiration of Right to Payment of Dividends)
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(1)
    
    The right to demand payment of dividends shall extinguish by prescription if not exercised
within five (5) years.(2)
    
    The dividends, for which the right has been extinguished under Paragraph (1) above, shall be
kept by the Company.
 Article 61 (Supplementary Provision)
  ADDENDUM(2008.9.29)
 Article 1 (Effective Date)
  Article 2 (Initial Fiscal Year after Incorporation)
  Article 3 (Initial Transfer Agent after Incorporation)
  Article 4 (Appointment of Initial Director, Representative Director, et al. after Incorporation)
  Article 5 (Term of Office of Initial Director after Incorporation)
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Article 6 (Appointment of Initial Non-executive Director after Incorporation)
  Article 7 (Appointment of Initial Members of Audit Committee after Incorporation)
  Article 8 (Remuneration of Directors in Initial Fiscal Year after Incorporation)
  Article 9 (Stock Transfer Companies)
  
 th
 th
 th
 th
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th
 th
 nd
 ADDENDUM(2009.3.27)
 Article 1 (Effective Date)
 The above amendments to the Articles of Incorporation shall take effect from March 27, 2009.
 27