LOTTE SHOPPING IR

Trade Name
The name of the company shall be "Lotte Shopping Co., Ltd." (the "Company").

Objectives
The objectives of the Company shall be to engage in the following business activities
(1) Business related to the launch and operation of department stores, large-scale shops and

supermarkets

(2) Business related to the manufacture, processing and the wholesale and retail sale of

clothes, leather,toys (excluding finished goods), food (confectionery business) and other various daily necessities

(3) Business related to the launch and operation of various amusement facilities, food and

beverage shops, athletic facilities, performing arts centers, parking lots and other service facilities

(4) Business related to travel agency, publication and sale of travel guide books, sale of local

products,photograph production and money exchange

(5) Business related to interior design and advertisement production
(6) Business related to the expansion, sale, purchase, brokerage and lease of real estate
(7) Business related to import and export
(8) Credit card business
(9) Cultural business
(10) Sale of medical equipment and sanitary articles
(11) Business related to the provision of services
(12) Manufacture and sale of food additives
(13) Processing and sale of foods
(14) Sale of farm products, marine products and livestock
(15) Sale of powered food products
(16) Manufacture and sale of chemicals and pharmaceuticals
(17) Manufacture and sale of tea
(18) Specialized distribution
(19) Manufacture and sale of confectionery
(20) Manufacture and sale of food seasoning
(21) Other businesses related to the manufacture, processing and sale of foods
(22) Sale of other food
(23) Manufacture, processing and sale of corrugated cardboard
(24) Manufacture, processing and sale of synthetic resins
(25) Manufacture, processing and sale of paper
(26) Passenger car terminal business and other incidental businesses
(27) Amusement business
(28) Tourism
(29) Screening, production, distribution and import of motion pictures, and other related

businesses

(30) Travel business
(31) Operation of long-distance education center for continuing education
(32) Supermarket franchise
(33) Alcoholic beverages brokerage; and
(34) Operation of a continuing education center
(35) New and renewable energy development project
(36) Solar photovoltaic power generation project
(37) Petroleum sales project and fuel retail project
(38) gas and petrol station
(39) Telemarketing project
(40) Electronic commerce project
(41) Non-store retail project
(42) All other business and activities incidental or related to the foregoing

Location of Principal Office and Branches
1. The Company shall have its principal office in Seoul, Korea
2. The Company may establish branch offices, liaison offices, representative offices, offices and

subsidiaries within or outside of Korea, by resolutions of the Board of Directors, when it is deemed necessary.

Method of Public Notice
Public notice by the Company shall be given by publication in the Korea Economic Daily, a daily
newspaper of general circulation published in Seoul

Total Number of Authorized Shares
The total number of shares authorized to be issued by the Company shall be 60,000,000 shares.

Face Value
The face value per share to be issued by the Company is 5,000 Won.

Total Number of Shares to be Issued at the Time of Incorporation
The total number of shares to be issued by the Company at the time of incorporation shall be
10,000 shares.

Class of Shares and Type of Share Certificates
(1) Shares to be issued by the Company shall be either common shares or preferred shares,

which are in non-bearer form.

(2) 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.

Number and Characteristics of Preferred Shares
(1) Preferred shares to be issued by the Company shall be non-voting and the number thereof

shall be to the extent of one-fourth of the total issued and outstanding shares.

(2) The dividend on a preferred share shall be not less than five percent (5%) per annum of the

par value of the share as determined by the Board of Directors at the time of issuance.

(3) In case the dividend ratio of the common shares exceeds that of the preferred shares, an

additional dividend on the preferred shares shall be declared by participating in the distribution of dividend at the same ratio of the dividend on common shares with respect to such excess, at the time of the distribution of the dividend on common shares.

(4) If dividends on preferred shares for a fiscal year are not paid as prescribed above, such

unpaid and accumulated amount shall be preferentially paid to the holders of preferred shares at the time of distribution of dividends for the following fiscal year.

(5) If a resolution not to pay the prescribed dividends on preferred shares is adopted at a

General Meeting of Shareholders, the preferred shares shall have voting rights, starting with the first General Meeting of Shareholders following the General Meeting of Shareholders at which such resolution not to pay dividends on preferred shares was adopted, until the end of a General Meeting of Shareholders at which a resolution to pay dividends for such preferred shares is adopted.

(6) In case the Company issues new shares by a rights issue or bonus issue, then the new

shares issued with respect to the preferred shares shall be common shares in the case of rights issues and shall be preferred shares of the same class in the case of bonus issues.

(7) Duration of the preferred shares shall be determined by the Board of Directors at the time of

issuance of the shares to the extent of ten (10) years beginning on the issuing date of suchshares and the preferred shares shall be converted into common shares at the end of such period.Provided, however, that in case dividends are not paid as prescribed, such duration shall be extended until the distribution of such dividends is completed. With respect to dividends on the shares issued upon the conversion, Article 11 of these Articles of Incorporation (the "AOI") shall apply mutatis mutandis.

Preemptive Right
(1) The Company's shareholders shall have the preemptive right to subscribe for new shares in

proportion to their respective shareholding ratios.

(2) Notwithstanding the provision of Paragraph (1), the Company may allocate new shares to

persons other than existing shareholders in the following cases provided, however, that the total number of shares to be issued according to the following provisions (except for Item 3 below) shall be not more than 50% of the number of total issued and outstanding shares of the Company

1. Where the Company issues new shares through a public offering or causes underwriters to

underwrite new shares, for listing the shares on a securities market

2. Where the Company issues new shares through a method of general public offering in

accordance with Article 165- 6 of the Capital Market and Financial Investment Business Act

3. Where the Company issues new shares preferentially to members of the Employee Stock

Ownership Association in accordance with Article 32 of the Framework Act on Worker's Welfare or Article 165-7 of the Capital Market and Financial Investment Business Act

4. Where the Company issues new shares for the issuance of a depositary receipt (DR) in

accordance Article 165-16 of the Capital Market and Financial

5. Where the Company issues new shares for the purpose of drawing foreign investment, if it

is necessary for the management of the Company in accordance with the Foreign Investment Promotion Act

6. Where the Company issues new shares to a domestic or overseas financial institution in

case of an urgent need for funds; or

7. Where the Company issues new shares to an affiliate company providing technical

information for the purpose of introducing technology

(3) If any shareholder waives or loses his/her preemptive rights or if fractional shares result

from the allocation of the new shares, the shares that have not been allocated and/or subscribed shall be disposed of in accordance with a resolution of the Board of Directors.

Record Date for Dividends on New Shares
In case the Company issues new shares through rights issues, bonus issues or stock dividends, 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 for purposes of distribution of annual dividends for such new shares.

Transfer Agent
(1) The Company shall retain a transfer agent for the shares.
(2) The transfer agent, the location where its services are rendered and the scope of the

transfer agent's duties shall be determined by a resolution of the Board of Directors and shall be publicly notified.

(3)The Company shall keep the shareholders registry, or a duplicate thereof, at the location

where the transfer agent renders its services.
In addition, the Company shall cause the transfer agent to handle activities such as making

entries into its shareholders registry, registering the creation and cancellation of pledges over shares, indicating or canceling trust assets, issuing share certificates, receiving reportsfiled, and other related businesses.

(4) Those activities of a transfer agent set forth in Paragraph (3) above shall be performed in

accordance with the Regulations for Securities Agency Business of the Transfer Agent.

Report of Name, Address and Seal or Signatures of Shareholders and Others
(1) Shareholders or registered pledgees, and their legal attorneys shall report their names,

addresses and seals or signatures to the transfer agent.

(2) Shareholders and registered pledgees who reside in a foreign country shall report their

appointed agents and their addresses in Korea to whom notices are to be sent.

(3) The above provisions shall also apply to changes in any item mentioned in Paragraphs (1)

and (2).

(4) The Company shall not be responsible for any losses or damages attributable to failure to

comply with the above reporting provisions.

Suspension of Alteration of Register of Shareholders and Record Date
(1) The Company shall suspend entry of any alterations into its register of shareholders,

registration or cancellation of pledges over shares and indication or cancellation of trust assets from January 1 to January 31 of each year.

(2) The Company shall allow the shareholders who are registered in its register of shareholders

as of December 31 of each year, to exercise their rights at an ordinary General Meeting of Shareholders held concerning the relevant fiscal year

(3) When convening an extraordinary General Meeting of Shareholders or in any other

necessary cases, in order to determine the person who shall exercise the right as shareholder, the Company may suspend entry of any alteration in the register of shareholders for a period not exceeding three

(4) months as determined by a resolution of the Board of Directors or it may deem any

shareholder whose name appears in the register of shareholders on a specified date, as determined by a resolution of the Board of Directors, to be the shareholder who shall be entitled to exercise such rights.If it is deemed necessary, the Board of Directors may suspend entry of alterations into the register of shareholders and determine the record date at the same time.

The Company should give public notice thereof two weeks in advance.

Issuance of Convertible Bonds
(1) The Company may issue convertible bonds to persons other than its shareholders by a

resolution of the Board of Directors in any of the following cases, to the extent that the aggregate par value amount of the convertible bonds does not exceed 10,000 billion won

1. Where the Company issues convertible bonds through a general public offering
2. Where the Company issues convertible bonds for the purpose of drawing foreign

investment

3. Where the Company issues convertible bonds to a company providing technical information

for the purpose of introducing technology

4. Where the Company issues convertible bonds to a domestic or overseas financial

institution in case of an urgent need for funds; or

5. Where the Company issues convertible bonds in foreign countries in accordance with

Article 165-16 of the Capital Market and Financial Investment Business Act

(2) The convertible bonds referred to in Paragraph (1) above may be issued by the Board of

Directors with partial conversion rights under which the right of the bondholders to demand conversion may be limited to a certain percentage of the total amount of convertible bonds

(3) The classes of shares to be issued upon conversion shall be either common shares or

preferred shares, and the conversion price shall not be lower than the par value of the Company's shares as determined by the Board of Directors at the time of issuance of the relevant convertible bonds

(4) The period during which conversion may be requested shall be from the date one (1) month

after the date of issuance of the relevant convertible bonds to the date one (1) day prior to the redemption date of the bonds; provided, if the convertible bonds are issued by a method other than public offering, the period shall be from the date one (1) year after the date of issuance of the relevant bonds to the date one (1) day prior to the redemption date of the bonds. The Board of Directors may, by its resolution, adjust the exercise period for convertible bonds within the above period.

(5) With respect to the dividends on the shares to be issued upon conversion and interest

thereon, Article 11 shall apply mutatis mutandis

Issuance of Bonds with Warrants
(1) The Company may issue bonds with warrants to persons other than its shareholders by a

resolution of the Board of Directors in any of the following cases, to the extent that the aggregate par value amount of the convertible bonds does not exceed 150 billion Won

1. Where the Company issues bonds with warrants through a general public offering
2. Where the Company issues bonds with warrants for the purpose of drawing foreign

investment

3. Where the Company issues bonds with warrants to a company providing technical

information for the purpose of introducing technology

4. Where the Company issues bonds with warrant to a domestic or overseas financial

institution in case of an urgent need for funds; or

5. Where the Company issues bonds with warrants in foreign countries in accordance with

Article 165-16 of the Capital Market and Financial Investment Business Act

(2) The aggregate price of new shares which may be subscribed for by the holders of

warrants shall be determined by the Board of Directors, but shall not exceed the aggregate par value of the bonds with warrants

(3) The classes of shares to be issued upon exercise of warrants shall be either common

shares or preferred shares, and the exercise price shall not be lower than the par value of the Company's shares as determined by the Board of Directors at the time of issuance of the relevant bonds with warrants.

(4) The period during which warrants may be exercised shall be from the date one (1) month

after the date of issuance of the relevant bonds with warrants to the date one day prior to the redemption date of the bonds; provided, if the bonds with warrants are issued by a method other than public offering, the period shall be from the date one (1) year after the date of issuance of the relevant bonds to the date one (1) day prior to the redemption date of the bonds. The Board of Directors may, by its resolution, adjust the exercise period for bonds with warrants within the above period.

(5) With respect to the dividends on the shares to be issued upon exercise of warrants and

interest thereon, Article 11 and Article 11 shall apply mutatis mutandis.

Provisions Applicable to Bond Issuance
Articles 12 and 13 shall apply mutatis mutandis to issuance of bonds.

Timing for Convening of General Meetings of Shareholders
Ordinary General Meetings of Shareholders shall be convened within three (3) months after the end of each fiscal year and extraordinary General Meetings of Shareholders may be convened whenever deemed necessary as stipulated by a resolution of the Board of Directors or any other laws.

Person Authorized to Convene Meeting
(1) Except as otherwise provided by laws and regulations, the General Meeting of Shareholders

shall be convened by the representative director of the Company in accordance with a resolution of the Board of directors.

(2) In the absence of the representative director, the provision of Article 36, Paragraph (2) shall

apply mutatis mutandis.

Convening of General Meetings of Shareholders
(1) A notice for convening a General Meeting of Shareholders, which sets forth the time, date,

place and agenda of the meeting, shall be sent to each shareholder, with the consent of each stockholder, at least two (2) weeks prior to the date of the meeting.

(2) A notice to shareholders holding not more than one percent of the total number of issued and

outstanding shares with voting rights may be replaced by public notices, either in written or electronic form, made at least twice in the Korea Economic Daily and Maeil Business Newspaper, both published in Seoul, by announcing in the Electronic Disclosure System operated by the Financial Supervisory Service.

The public notice of a meeting shall include a statement that the General Meeting will be held and the agenda of the meeting.

Place of Meeting
General Meetings of Shareholders shall be held at the place where the head office of the Company is located but also may be held at a nearby place if necessary.

Chairman
(1) The representative director shall preside over the General Meetings of Shareholders as

chairman.

(2) In the absence of the representative director, the provision of Article 36, Paragraph (2) shall

apply mutants mutandis.

Maintenance of Order by the Chairman
(1) The chairman of a General Meeting of Shareholders may order persons who intentionally

speak or behave obstructively or who disturb the proceedings of the meeting to stop a speech or to leave the place of the meeting.

(2) The chairman of a General Meeting of Shareholders may restrict the time and number of

speeches of a shareholder as deemed necessary for the purpose of efficient progress in the proceeding of the meeting.

Voting Right
Every shareholder shall have one vote for each share he/she owns.

Restrictions on the Exercise of Voting Rights by Cross Ownership
The Company, its parent company and the Company's subsidiaries, or the Company's subsidiaries hold more than one tenth (1/10) of the total number of issued shares of another company, then such other company may not exercise any voting rights with respect to the shares of the Company that such other company may hold.

Split Exercise of Votes
(1) A shareholder, holding two (2) or more votes, who wishes to split his/her votes, shall notify

the Company of his/her intention and the reasons thereof by writing no later than the third day preceding the date set for the General Meeting of Shareholders.

(2) The Company may refuse to allow the shareholder to split his/her votes unless the

shareholder has acquired the shares in trust or otherwise holds the shares for and on behalf of some other person.

Voting by Proxy
(1) A shareholder may exercise his/her vote by proxy.
(2) In case of Paragraph (1) above, the proxy shall present documents evidencing his/her

power of representation (a power of attorney) prior to the opening of the General Meeting of Shareholders.

Method of Resolution
Except as otherwise provided in the applicable laws and the AOI of the Company, all resolutions of a General Meeting of Shareholders shall be adopted by the affirmative votes of the majority of shareholders present at the meeting; provided that, such votes shall represent at least one fourth (1/4) of total number of issued and outstanding shares of the Company.

Minutes of the Meeting
The substance of the course of the proceedings of the General Meeting of Shareholders and the results thereof shall be recorded in the minutes and shall be kept at the head office and branch offices of the Company, after being affixed with the names and seal impressions or signatures of the chairman of the General Meeting of Shareholders as well as the Directors present.

Number of Directors
The Company shall have at least three (3) and up to eleven (11) Directors, and have more than 3 outside directors such that they make up the majority of the total number of directors.

Election of Directors
(1) Directors shall be elected at a General Meeting of Shareholders of the Company.
(2) A resolution for the election of Directors shall be adopted by the affirmative votes of the

majority of the shareholders present; provided, that, such votes shall represent at least one-fourths (1/4) of the total number of issued and outstanding shares.

(3) The cumulated voting system as set forth in Article 382-2 of the Commercial Act shall not

apply to the case of election of two (2) or more directors.

Nomination of Candidates for Outside Directors
(1) The Company's Outside Director Nomination Committee shall recommend candidates for

outside Directors, from those who are qualified under the SEA and other applicable provisions.

(2) Any details concerning the nomination of candidates for outside Directors and deliberation on

requirements of such candidates shall be determined by the Company's Outside Director Nomination Committee.

Terms of Directors
Office term of Directors shall be two (2) years; provided, however, that if the term of office expires after the close of the last fiscal year of such term of office 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 ordinary General Meeting of Shareholders.

Filling of Vacancy in the Office of Director
(1) Any vacancy in the office of Director shall be filled by resolution of a General Meeting of

Shareholders; provided, however, that if the number of Directors required by Article 30 hereof is met and there is no difficulty in the administration of business, the vacancy may be left un-filled.

(2) In case where the number of outside Directors required by Article 30 hereof is not met for

reasons of resignation, death, etc., the vacancy should be filled at the first General Meeting of Shareholders to be convened after occurrence of such reason.

Appointment of Representative Director and Others
The Company may elect, by resolution of the Board of Directors, (a) representative director(s) and a number of vice presidents, executive managing directors and managing directors.

Duties of Directors
(1) The representative director(s) shall represent the Company and manage all affairs of the

Company. If the Company has a number of representative directors, each shall represent the Company and the representative directors shall divide and perform the affairs of the Company as prescribed by the Board of Directors.

(2) The vice president(s) shall assist the representative director(s), and the executive managing

director(s) shall assist the representative director(s) and the vice president(s). In the absence of the representative director, the vice president shall perform the duty on his behalf and in the absence of the vice president, the executive managing director shall perform the duty on his behalf.

Executive Officer
(1) The Company may have Executive Officers by a resolution of the Board of Directors.
(2) The Executive Officer(s) shall assist the representative director and shall divide and perform

the affairs of the Company as prescribed by the Board of Directors.

(3) Matters regarding the number, term of office, title, remuneration and appointment of the

Executive Officer(s) shall be determined by a resolution of the Board of Directors.

Director's Obligation to Report
(1) Each [?] Director shall report the performance status of the Company's affairs to the Board of

Directors at least once every quarter.

(2) If any Director becomes aware of any facts which may cause substantial losses to the

Company, such director shall immediately report it to the Audit Committee.

Constitution of the Board of Directors and Convening of the Board of Directors' Meeting
(1) The Board of Directors shall consist of directors. The Board of Directors shall resolve all

important matters relating to the execution of businesses.

(2) Meetings of the Board of Directors shall be convened by the representative director or

another director designated by the Board of Directors, if any. In convening a meeting of the Board of Directors, a notice thereof shall be given to each director one (1) week prior to the date of the meeting; provided, however, that such notice may be omitted with the consent of all directors.

(3) The chairman of the Board of Directors shall be the person who has the right to convene a

meeting of the Board of Directors in accordance with the foregoing paragraph.

Resolutions of the Board of Directors
(1) Resolutions of the Board of Directors shall be adopted in the presence of a majority of the

directors in office and by the affirmative vote of a majority of the directors present.

(2) The Board of Directors may allow all or part of the directors in office to exercise his/her

and/or their voting rights by telecommunications through which they may transmit and receive visual images and voices at the same time without attending a meeting of the Board of Directors in person. In such case, the concerned director(s) shall be deemed as having attended the meeting of the Board of Directors in person.

(3) No director who has a special interest in a matter for resolution can exercise his/her vote

upon such matter.

Minutes of Meetings of the Board of Directors
(1) The proceedings of meetings of the Board of Directors shall be recorded in the minutes.
(2) The minutes shall set forth the agenda, the course of the proceedings and the results

thereof, the opposing person(s) and the reasons for such opposition, and all directors and auditors present shall affix their names and seals or signatures to the minutes.

Committees
(1) The Company shall establish following committees within the Board of Directors.

1. Outside Director Nomination Committee
2. Audit Committee
3. Management Committee
4. Remuneration Committee
5. Other committees as deemed necessary by the Board of Directors

(2) Details on the composition, power and operation of each committee shall be determined by

a resolution of the Board of Directors.

(3) Articles 39, 40 and 41 shall apply mutatis mutandis in respect of the foregoing committees.

Compensation and Severance Pay of Directors
(1) The amount of compensation for the directors shall be determined by a resolution of the

General Meeting of Shareholders.

(2) Severance payments for directors shall be made in accordance with the Regulations on

Severance Payment for Officers as adopted by a resolution of the General Meeting of Shareholders.

Consultants and Advisors
The Company may have a number of consultants or advisors by a resolution of the Board of Directors.

Constitution of Audit Committee
(1) The Company shall have an Audit Committee in lieu of the statutory auditors in accordance

with Article 42 hereof.

(2) The Audit Committee shall consist of at least three (3) outside Directors.
(3) At least two-thirds (2/3) of the Audit Committee members shall be outside directors.

A member of the Audit Committee who is not an outside director shall meet the requirements provided by Article 542-11, Paragraph 3 of the Commercial Act.

(4) In electing an Audit Committee member who is an outside director, a shareholder holding

more than 3% of the total number of the Company's voting shares shall not exercise his/her voting right over the shares in excess of 3% of the total number of the Company's voting shares.

(5) In electing an Audit Committee member who is not an outside director, if the total number of

voting shares held by the largest shareholder, its specially related person, a person who holds shares for account of the largest shareholder or the specially related person and a person who has authorized his/her voting right to the largest shareholder or its specially related person exceeds 3% of the total issued and outstanding voting shares, the largest shareholder shall not exercise its voting right over the shares in excess of 3% of the total number of the Company's voting shares.

(6) The Audit Committee shall appoint a person who will represent the Committee by its

resolution. In this case, the Chairman of the Committee shall be an outside director.

Duties of Audit Committee
(1) The Audit Committee shall examine the accounts and businesses of the Company.
(2) The Audit Committee may require the Board of Directors to convene an extraordinary General

Meeting of Shareholders by submitting documents stating the agenda and any reasons for convening such meeting.

(3) The Audit Committee may request the Company's subsidiaries to report the details of its

operation, if deemed necessary for performing duties. In such a case, if a subsidiary fails to immediately report the details or if it is necessary to confirm the contents of the report, the Audit Committee may investigate the subsidiary's business operation and financial status.

(4) The Company shall obtain an approval of the Audit Committee for the appointment of an

independent auditor.

(5) The Audit Committee shall handle matters authorized by the Board of Directors other than

those prescribed by Paragraphs (1) through (4).

(6) The Board of Directors may not recall and redo the Audit Committee’s decisions.

Records of Audit Committee
The Audit Committee shall prepare an auditor's record with respect to auditing and shall record the substance and results of the audit in the auditors' record, on which the names and seals or signatures of the members of the Audit Committee who have performed such audit shall be affixed.

Fiscal Year
The fiscal year of the Company shall commence on January 1 and end on December 31 of each year, and the Company shall settle the accounts at the end of each fiscal year.

Preparation and Maintenance of Financial Statements and Business Report
(1) The representative director of the Company shall prepare the following documents,

supplementary documents thereto and the business report, obtain an approval for audit from the Audit Committee, and submit the documents to the ordinary General Meeting of Shareholders six (6) weeks prior to the day set for the ordinary General Meeting of Shareholders.

1. Balance sheet
2. Profit and loss statement; and
3. Statement of appropriation of retained earnings or statement of disposition of deficit.

(2) The Audit Committee shall submit the auditors' report to the representative director one (1)

week prior to the day set for the ordinary General Meeting of Shareholders.

(3) The Representative Director shall keep on file, from one (1) week before the day set for the

ordinary General Meeting of Shareholders, the documents described in Paragraph (1) above and supplementary documents together with the business report and the auditors' report at the head office of the Company for five (5) years and certified copies of all of such documents at the branches of the Company for three (3) years.

(4) The Representative Director shall give public notice of the balance sheet and the external

auditors' opinion immediately after the documents referred to in Paragraph (1) above have been approved at the General Meeting of Shareholders.

Appointment of Independent Certified Public Accountant
The Company shall appoint an independent certified public accountant after obtaining an approval of the Auditor Appointment Committee or the Audit Committee in accordance with the Act on External Audit of Stock Companies, and shall report such to the first ordinary General Meeting of Shareholders to be convened after such appointment.

Appropriation of Earnings
The Company shall dispose of the unappropriated retained earnings as of the end of each fiscal year as follows

1. Legal reserve (under the Korean Commercial Act)
2. Other statutory reserves
3. Dividends
4. Discretionary reserve
5. Other appropriation of retained earnings; and
6. Unappropriated Retained Earnings to be Carried Over to Subsequent Year

Redemption of Shares
(1) The Company may redeem the shares of the Company within the limit of profit to be paid to its

shareholders as dividends by a resolution of the Board of Directors.

(2) In the case of the redemption of shares under the provision in Paragraph (1) above, the

Board of Directors shall determine the following matters

1. Class and total number of shares subject to redemption
2. Total value of shares to be acquired for redemption; and
3. Period during which the shares will be acquired. In any case, the period shall end before

the date of the first ordinary General Meeting of Shareholders after the relevant resolution of the Board of Directors

(3) In the case where the Company acquires treasury shares for redemption under the provision

in Paragraph (1) above, the acquisition shall be subject to the following standards

1. The Company shall follow the methods under the Article 165-2, Paragraph (2) of the Capital Market and Financial Investment Business Act.

If the acquisition is made in accordance with the method under Item 1 of the same provision, the acquisition period and the method thereof shall meet the standards set forth in the Capital Market and Financial Investment Business Act.

2. The amount of the acquisition for redemption shall not be more than the amount determined

by the Presidential Decree under the SEA within the limit of distributable income under Article 462, Paragraph (1) by the Capital Market and Financial Investment Business Act.
Supplementary Provision (March 26, 2010)
1. This statute shall be implemented from March 26, 2010.

(4) In the case where the Company redeemed its shares in accordance with the provision in

Paragraph (1) above, the Company shall report the matters set forth in Paragraph (2) above and the purpose of the redemption at the first ordinary General Meeting of Shareholders after the relevant resolution of the Board of Directors.

Dividends
(1) Dividends may be paid in either cash or shares.
(2) In case dividends are distributed in shares, if the Company has issued several classes of

shares, such distribution may be made through shares of different classes by a resolution of a General Meeting of Shareholders.

(3) Dividends in Paragraph (1) above shall be paid to the shareholders or pledgees registered

in the shareholders registry of the Company as of the end of each fiscal year.

Prescription Period for Claim for Payment of Dividends

(1) The right to dividends shall be extinguished by prescription if the right is not exercised for

five (5) years.

(2) After the expiration of the prescription period set forth in Paragraph (1), unclaimed dividends

shall revert to the Company.

1. These AOI shall be effective from November ( ), 2005, except for Article 20, Paragraph (2),

Article 49, Paragraph (2) and Article 52 which shall be effective upon the shares of the Company being listed on the Stock Market Division of the Korea Exchange, and for Article 30, Article 32, Article 34, Paragraph (2), Article 45, Article 46 and Article 47 which shall be effective upon the first annual (ordinary) General Meeting of Shareholders to be convened after the Company's shares are listed on the Stock Market Division of the Korea Exchange.

2. Until the composition of the Audit Committee under these amended AOI, the current statutory

auditor(s) of the Company shall have the same duty and rights as the statutory auditor(s) pursuant to the Commercial Act and the AOI prior to the amendment.

3. The outside Directors to be elected at the first annual (ordinary) General Meeting of

Shareholders to be convened after the amendment of these AOI, shall be deemed to have been nominated by the Outside Director Nomination Committee pursuant to Article 32.