THE ARTICLES OF INCORPORATION
 OF
 KT CORPORATION
 
 CHAPTER I. GENERAL PROVISIONS
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1.
    
    Information and communications business;2.
    
    New media business;3.
    
    Development and sale of software and contents;4.
    
    Sale and distribution of information communication equipment;5.
    
    Testing and inspection of information communication equipment, device or
facilities;6.
    
    Advertisement business;7.
    
    Retail business via telephone, mail order or online;8.
    
    IT facility construction business and electrical construction business;9.
    
    Real estate and housing business;10.
    
    Electronic banking and finance business;11.
    
    Education and learning service business;12.
    
    Security service business (Machinery system surveillance service,
Facilities security service, etc);13.
    
    Research and technical development, education, training and promotion, overseas
businesses, and export and import, manufacture and distribution related to activities
mentioned in Subparagraphs 1 through 12; and14.
    
    Frequency-based telecommunications services and other telecommunications services15.
    
    Value-added telecommunications business16.
    
    Manufacture, provision (screening) and distribution of contents such as musical
records, music videos, movies, videos and games17.
    
    Issuance and management of pre-paid electronic payment instruments, and businesses
related to electronic finance such as payment gateway services18.
    
    Sales and leasing of equipment and facilities related to the activities mentioned
in Subparagraphs 14 through 1719.
    
    Any overseas business or export and import business related to activities
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mentioned in Subparagraphs 14 through 18
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    Tourism21.
    
    Insurance agency business22.
    
    New and renewable energy and energy generation business23.
    
    Any and all other activities or businesses incidental to or necessary for
attainment of the foregoing.
   CHAPTER II. SHARES OF STOCK
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1.
    
    When the new shares are issued by public offering or subscribed by underwriters
pursuant to Article 4 and Article 119 of the Financial Investment Services and Capital
Markets Act (FSCMA);2.
    
    When the members of the Employee Stock Ownership Association of KT have
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preemptive rights to subscribe for such new shares pursuant to Article 165-7 of the FSCMA;
 3.
    
    When the new shares are represented by depositary receipt pursuant to Article
165-16 of the FSCMA4.
    
    When the new shares are issued by the exercise of stock options set forth in Article 10 of
these Articles of Incorporation;5.
    
    When the new shares are issued in order to accomplish specific business purposes
such as strategic alliance, inducement of foreign funds, other capital raising
requirements, introduction of new technology, and improvement of financial structure.6.
    
    When the new shares are issued by a resolution of the Board of Directors through a
general public offering pursuant to Article 165-6 of the FSCMA. However, in such case,
the total number of the shares to be issued shall not exceed ten percent (10%) of the
total number of KT issued and outstanding; or7.
    
    When there exists an immediate need for the company to raise funds, new shares can
be issued to domestic and foreign financial institutions (enacted on March 21, 2001).
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1.
    
    The largest shareholder of KT and the Related Person thereto (refers to the Related
Person as prescribed in Paragraph 2-5, Article 542-8 of the Commercial Code of Korea. The
same shall apply in this Article);2.
    
    Major Shareholders (refers to the Major Shareholders as prescribed in Paragraph
(2-6) of Article 542-8 of the Commercial Code of Korea. The same shall apply hereinafter)
and the Related Person thereto; or3.
    
    Any person who shall become a Major Shareholder of KT by exercising his/her stock
options.
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1.
    
    When the relevant officer or employee of KT voluntarily retires from his/her office
within two (2) years after the date of the General Meeting of Shareholders or the Meeting
of the Board of Directors at which a resolution to grant such stock option rights is
adopted;2.
    
    When the relevant officer or employee of KT is dismissed for substantial damages
incurred to KT due to his/her willful misconduct or gross negligence; or3.
    
    When any event for the cancellation set forth in the agreement for granting such
stock options occurs.
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CHAPTER III. DEBENTURES
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CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS
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CHAPTER V. DIRECTORS
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1.
    
    Inability to perform his/her duties for a period not less than one (1) year due to
his/her physical and/or mental disorders; or2.
    
    Remarkably poor results of his/her business management due to deficient management
abilities.
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1.
    
    Person who retired from his/her office within the last three (3) years due to
his/her own faults or business responsibilities;2.
    
    Person who is sentenced to imprisonment or more severe punishment, and three (3)
years have not elapsed after the expiration of the execution of such imprisonment or
determination not to execute such imprisonment;3.
    
    Person who is currently under the suspension of pronouncement or who is sentenced
to probation, and two (2) years have not elapsed after the expiration of the probation
period;
  1.
    
    The same person and his or her related party as defined in the Monopoly Regulation
and Fair Trade Act (MRFTA) who controls a company in competition with KTs major
business areas (however, with respect to the definition of competitor of KT used herein,
if the company engages in the same business as KT and belongs to the same enterprise
group of KT, such company is not deemed to be in competition with KT. This shall have the
same meaning hereafter);2.
    
    Any person who presently serves or has served at any time during the past two (2)
years, as an officer or an employee for the company in competition with KTs major
business areas and for other companies which belong to the same enterprise group under
the MRFTA of such company;3.
    
    Any person who presently works or has worked at any time during the past two(2)
years, as an officer or an employee for the largest or second largest shareholding
company in competition with KTs major business areas and for other companies which
belong to the same enterprise group under the MRFTA of such company; or
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4.
    
    Any person who falls under the disqualification criteria under the Commercial Code
of Korea and other relevant laws and regulations
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1.
    
    All of the outside directors;2.
    
    One (1) person who is designated by the Board of Directors from among ex- the
Presidents (hwejang) of KT; and3.
    
    One (1) non-government person who is designated as a member of the President
Recommendation Committee by the Board of Directors with the President and the standing
directors excluded (in any event excluding former (within 2 years) and present officers
and employees of any telecommunications business operator who is in competition with KT
and any of their related persons as defined in MRFTA, and officers and employees of KT,
and the public officials).
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1.
    
    Experiences and scholastic achievements under which his/her knowledge with respect
to the field of business management and economics can be evaluated in objective point of
view;2.
    
    Past business results and the management period of being in office under which
his/her business experience can be evaluated in objective point of view;3.
    
    Any requirements to evaluate qualification and ability as a chief executive
officer; and4.
    
    Any requirements to evaluate professional knowledge and experience with respect to
the telecommunications and related fields.
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CHAPTER VI. BOARD OF DIRECTORS
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1.
    
    Outside Director Candidates Recommendation Committee;2.
    
    Audit Committee;3.
    
    Person who is currently under the suspension of pronouncement or who is sentenced
to probation, and two (2) years have not elapsed after the expiration of the probation
period;
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CHAPTER VII. ACCOUNTING
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1.
    
    A balance sheet;2.
    
    A statement of profit and loss; and3.
    
    A statement of appropriation of retained earnings or a statement of disposition of
deficit.
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1.
    
    Legal Reserves;2.
    
    Other statutory reserves;3.
    
    Amortization by way of the appropriation of the retained earnings;4.
    
    Dividends; and5.
    
    Voluntary reserve.
         CHAPTER VIII. SUPPLEMENTARY PROVISIONS
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ADDENDUM
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