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 establishment and operation of department stores, large-

scale shops and supermarkets

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

of clothes, leather, toys (excluding finished goods), foods (confectionery) and other various daily necessities

(3) Business related to the establishment 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 currency 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 imports and exports
(8) Credit card business
(9) Cultural business
(10) Sale of medical equipment and sanitary products
(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 foods
(23) Manufacture, processing and sale of corrugated cardboard
(24) Manufacture, processing and sale of synthetic resin products
(25) Manufacture, processing and sale of paper
(26) Passenger car terminal business and other related 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) Brokerage of alcoholic beverages
(34) Operation of the continuing education center affiliated with the Company
(35) New and renewable energy development
(36) Solar photovoltaic power generation
(37) Petroleum and retail fuel sale
(38) Business related to gas and petrol stations
(39) Telemarketing business
(40) Electronic-commerce business
(41) Non-store retail sale; and
(42) All other businesses and activities related to or subsidiary of 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,

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 shall be 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 within one-fourth (1/4) of the total number of issued and outstanding shares.

(2) The dividend on a preferred share shall not be 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 the case that 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) If the Company issues new shares by a rights issue or a bonus issue, the new

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

(7) The duration of 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 from the issuing date of such shares, and the preferred shares shall be converted into common shares at the end of such period. However, in the case that dividends are not paid as prescribed, such duration shall be extended until the distribution of such dividends is completed. With respect to dividends of 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, 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 total number of shares issued and outstanding of the Company

1. Where the Company issues new shares through a public offering or via

underwriters, in order to list its shares on a securities market

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

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 with 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 the case of an urgent need for funds; or

7. Where the Company issues new shares to an affiliate company that provides

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 the case that the Company issues new shares due to 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 filed reports, 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 Signature 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 Alterations to Shareholders Registry and Record Date
(1) The Company shall suspend any alterations of its shareholders registry,

registrations or cancellations of pledges over shares, and any demarcations or cancellations of trust assets from January 1 to January 31 of each year.

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

registry 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) By convening an extraordinary General Meeting of Shareholders or, if necessary,

through a resolution of the Board of Directors, the Company may decide on a period which does not exceed three(3) months in a given year to suspend any alterations to entries in the shareholders registry concerning rights. The Company may also deem any shareholder whose name appears in the shareholders registry on a specific record date-determined by a resolution of the Board of Directors-to be the shareholder who is entitled to exercise according rights. If deemed necessary, the Board of Directors may decide to suspend alterations to the shareholders registry and determine the record date both at the same time. The Company should give public notice thereof two (2) weeks in advance.

Issuance of Corporate Bonds
(1) The Company may issue corporate bonds in accordance with a resolution of

the Board

(2) The Board of Directors may entrust the representative director with the issuance

of corporate bonds within a period not exceeding a year after defining the amount and type of corporate bonds.

Issuance of Convertible Bonds
(1) By resolution of the Board of Directors, the Company may issue convertible

bonds to persons other than its shareholders in any of the following cases, to the extent that the aggregate par value amount of the convertible bonds does not exceed 2 trillion 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. The conversion price shall not be lower than the par value of the Company's shares and will be 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 day that

falls one (1) month after the date of issuance of the relevant convertible bonds to the day immediately prior to the redemption date of the bonds. If the convertible bonds are issued by a method other than public offering, the period shall be from the day that falls one (1) year after the date of issuance of the relevant bonds to the day immediately prior to the redemption date of the bonds. Any time within the above period, the Board of Directors may by resolution adjust the exercise period for convertible bonds.

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

interests thereon, Article 11 shall apply mutatis mutandis.

Issuance of Bonds with Warrants
(1) By resolution of the Board of Directors, the Company may issue bonds with

warrants to persons other than its shareholders 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 partner company 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 and 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 and shall be 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 day that

falls one (1) month after the date of issuance of the relevant bonds with warrants to the day immediately prior to the redemption date of the bonds. If the bonds with warrants are issued by a method other than public offering, the period shall be from the day that falls one (1) year after the date of issuance of the relevant bonds to the day immediately prior to the redemption date of the bonds. Any time within the above period, the Board of Directors may by resolution adjust the exercise period for bonds with warrants.

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

and interests thereon, 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.

Notification and Announcement of General Meetings of Shareholders
(1) A written or electronic (with approval from each shareholder) notice for the

convening of a General Meeting of Shareholders, which sets forth the time, date, place and agenda of the meeting, shall be sent to each shareholder at least two (2) weeks prior to the date of the meeting.

(2) Meeting notices 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 published at least twice in the Korea Economic Daily and Maeil Business Newspaper (both published in Seoul) or posted on the Electronic Disclosure System operated by the Financial Supervisory Service at least two (2) weeks prior to the date of the meeting. The public notices shall include a statement that the General Meeting will be held and the proposed agenda of the meeting.

Place of Meeting
General Meetings of Shareholders shall be held at the location of the head office of the Company, but may also 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 mutatis 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 speaking or to leave the place of the meeting.

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

number of times a shareholder speaks as deemed necessary for the purpose of efficient 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
If 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 shares issued of another company, then such other company may not exercise any voting rights with respect to the shares of the Company that it 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 to do so and the reasons thereof in writing no later than three days prior to 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 at least 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-fourth (1/4) of the total number of issued and outstanding shares of the Company.

(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 Outside Director Candidate Recommendation Committee shall recommend out

side director candidates among the candidates who possess the qualifications determined by the related law and regulations.

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

deliberation on the 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 convenes 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 Directors
(1) Any vacancy in the office of Directors 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 the 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 that convenes after the 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/her behalf and in the absence of the vice president, the executive managing director shall perform the duty on his/her behalf.

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 three(3) months.

(2) If a 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) In convening a Board of Directors’ meeting, each director shall be notified one (1)

week prior to the date of the meeting by the representative director or another director designated by the Board of Directors. Such notice, however, 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 the Board of Directors’ meetings 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, provided that resolutions of the Board of Directors shall be adopted by the affirmative vote of two-thirds or more of the directors present for any agenda which falls under Article 397-2 (Prohibition of Appropriation of the Company’s Opportunity) and/or Article 398 (Prohibition of Self-Transactions) of the Commercial Law.

(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 telecommunication through which they may transmit and receive live audio at the same time, without personally attending a Board of Directors’ meeting. In such case, the concerned director(s) shall be deemed as having attended the Board of Directors’ meeting in person.

(3) No director who has vested 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

of the meeting, 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 the following committees within the Board of Directors

1. Outside Director Nomination Committee
2. Audit Committee
3. Management Committee
4. Remuneration Committee; and
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 with respect to the foregoing committees.

Compensation and Severance Payments 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 the 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 statutory auditors in

accordance with Article 41 hereof.

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

directors. Members of the Audit Committee who are not outside directors 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 three (3) per cent of the total number of the Company's voting shares shall not exercise his/her voting right over the shares in excess of the three (3) per cent 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 the specially related person exceeds three (3) per cent of the total issued and outstanding voting shares, said shareholder shall not exercise his/her voting right over the shares in excess of the three (3) per cent 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 the 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 reasons for convening such meeting.

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

details of its operations, if deemed necessary for performing duties. In such case, if a subsidiary fails to immediately report the details or if it is deemed necessary to confirm the contents of the report, the Audit Committee may investigate the subsidiary's business operations 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 its 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 all 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.Other documents stating the financial condition and management performance of a

company, which shall be provided in the Enforcement Decree of the Commercial Law.

(2) Each document in paragraph (1) above shall include consolidated financial statement.
(3) 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.

(4) The Representative Director shall keep on file the documents described in

Paragraph (1) above and supplementary documents together with the business report and the auditors' report beginning one (1) week prior to the day set for the ordinary General Meeting of Shareholders for five (5) years at the head office of the Company. Certified copies of all of such documents shall be kept on file at the branches of the Company beginning one (1) week prior to the day set for the ordinary General Meeting of Shareholders 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 approval from the Audit Committee and shall report of such appointment at the first ordinary General Meeting of Shareholders that convenes after such appointment.

Appropriation of Earnings
The Company shall dispose of its 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 reserves
5. Other appropriation of retained earnings; and
6. Unappropriated Retained Earnings to be Carried Over to Subsequent Year

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

issued several classes of shares, such distribution may be made through shares of other 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 7, 2005, except for Article 20,

Paragraph (2), Article 49, Paragraph (2) and Article 52-which shall be effective upon the listing of shares of the Company 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 ordinary General Meeting of Shareholders to convene after the Company's shares are listed on the Stock Market Division of the Korea Exchange.

2. Until the Audit Committee is fully comprised as prescribed in these amended AOI,

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

3. The outside Director(s) elected at the first ordinary General Meeting of

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

ADDENDA

(March 30, 2006)

1. This statute shall be implemented from March 30, 2006.
2. Article 33 shall apply beginning with the first appointment of a new Director

following the statute’s amendment date.

ADDENDA

(March 26, 2010)

1. This statute shall be implemented from March 26, 2010.

ADDENDA

(March 23, 2012)

1. This statute shall be implemented from April 15, 2012.