Agenda No. 2: Amendment to the Articles of Incorporation
- Agenda No. 2-1-1: Amendment to Article 23 (Number of Directors and Auditor
▶ Resolution: Approved as proposed(For: 89.3%, Against: 10.7%, Abstained: 0.0%)
| Pre-Amendment Provisions |
Post-Amendment Provisions |
Purpose of Amendment |
Article 23 (Number of Directors and Statutory Auditor)
① The Company shall have not fewer than three (3) and not more than four (4) Directors, and Outside Directors shall constitute at least one-fourth (1/4) of the total number of Directors. The Company shall have one (1) Auditor.
② [Deleted] (May 9, 2014)
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Article 23 (Number of Directors and Statutory Auditor)
① The Company shall have not fewer than three (3) and not more than four (4) Directors, and Independent Directors shall constitute at least one-third (1/3) of the total number of Directors. The Company shall have one (1) Auditor.
② [Deleted] (May 9, 2014)
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Clarification of wording (Reflecting amendments to the Commercial Act and the KOSDAQ Standard Articles of Incorporation)
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| Pre-Amendment Provisions |
Article 23 (Number of Directors and Statutory Auditor)
①The Company shall have not fewer than three (3) and not more than four (4) Directors, and Outside Directors shall constitute at least one-fourth (1/4) of the total number of Directors. The Company shall have one (1) Auditor.
② [Deleted] (May 9, 2014)
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| Post-Amendment Provisions |
Article 23 (Number of Directors and Statutory Auditor)
① ① The Company shall have not fewer than three (3) and not more than four (4) Directors, and Independent Directors shall constitute at least one-third (1/3) of the total number of Directors. The Company shall have one (1) Auditor.
② [Deleted] (May 9, 2014)
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| Purpose of Amendment |
Clarification of wording (Reflecting amendments to the Commercial Act and the KOSDAQ Standard Articles of Incorporation)
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- Agenda No. 2-1-2: Amendment to Article 23 (Number of Directors and Statutory Auditor)
▶ Resolution: Rejected(For: 11.0%, Against: 89.0%, Abstained: 0.0%)
| Pre-Amendment Provisions |
Post-Amendment Provisions |
Purpose of Amendment |
Article 23 (Number of Directors and Statutory Auditor
① The Company shall have not fewer than three (3) and not more than four (4) Directors, and Outside Directors shall constitute at least one-fourth (1/4) of the total number of Directors. The Company shall have one (1) Auditor.
② [Deleted] (May 9, 2014)
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Article 23 (Number of Directors and Statutory Auditor)
① The Company shall have not fewer than three (3) and not more than twelve (12) Directors, and Outside Directors shall constitute at least one-third (1/3) of the total number of Directors. The Company shall have one (1) Statutory Auditor.
② [Deleted] (May 9, 2014)
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Enhancement of management stability and decision-making efficiency Alignment with the intent of amendments to the Commercial Act
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| Pre-Amendment Provisions |
Article 23 (Number of Directors and Statutory Auditor)
① The Company shall have not fewer than three (3) and not more than four (4) Directors, and Outside Directors shall constitute at least one-fourth (1/4) of the total number of Directors. The Company shall have one (1) Auditor.
② [Deleted] (May 9, 2014)
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| Post-Amendment Provisions |
Article 23 (Number of Directors and Statutory Auditor)
① The Company shall have not fewer than three (3) and not more than twelve (12) Directors, and Outside Directors shall constitute at least one-third (1/3) of the total number of Directors. The Company shall have one (1) Statutory Auditor.
② [Deleted] (May 9, 2014)
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| Purpose of Amendment |
Enhancement of management stability and decision-making efficiency Alignment with the intent of amendments to the Commercial Act
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- Agenda No. 2-2: Amendment to Article 32-2 (Committees)
▶ Resolution: Approved as proposed(For: 99.6%, Against: 0.4%, Abstained: 0.0%)
| Pre-Amendment Provisions | Post-Amendment Provisions | Purpose of Amendment
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Article 32-2 (Committees)
① The Company may establish the following committees within the Board of Directors by a resolution of the Board:
1. Management Committee
2. Audit Committee
3. Outside Director Nomination Committee
4. Other committees deemed necessary by the Board
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Article 32-2 (Committees)
① The Company may establish the following committees within the Board of Directors by a resolution of the Board:
1. Management Committee
2. Audit Committee
3. Independent Director Nomination Committee
4. Other committees deemed necessary by the Board
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Clarification of wording (Reflecting amendments to the Commercial Act and the KOSDAQ Standard Articles of Incorporation)
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| Pre-Amendment Provisions | Article 32-2 (Committees) ① The Company may establish the following committees within the Board of Directors by a resolution of the Board: 1. Management Committee 2. Audit Committee 3. Outside Director Nomination Committee 4. Other committees deemed necessary by the Board |
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| Post-Amendment Provisions | Article 32-2 (Committees) ① The Company may establish the following committees within the Board of Directors by a resolution of the Board: 1. Management Committee 2. Audit Committee 3. Independent Director Nomination Committee 4. Other committees deemed necessary by the Board |
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| Purpose of Amendment | Clarification of wording (Reflecting amendments to the Commercial Act and the KOSDAQ Standard Articles of Incorporation)
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- Agenda No. 2-3: Addition of Supplementary Provisions
▶ Resolution: Approved as proposed(For: 99.6%, Against: 0.4%, Abstained: 0.0%)
| Pre-Amendment Provisions | Post-Amendment Provisions | Purpose of Amendment
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Supplementary Provisions
① These Articles of Incorporation shall enter into force on March 31, 2026.
② The amended provision of Article 23(1) shall enter into force on July 23, 2026.
③ In the event that Independent Directors are appointed, at least one-third (1/3) of the total number of Directors shall be Independent Directors within July 22, 2027, pursuant to the proviso to Article 2 of the Supplementary Provisions of the Act (Act No. 20991, Jul. 22, 2025).
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Clarification of effective dates
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| Pre-Amendment Provisions | - |
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| Post-Amendment Provisions | Supplementary Provisions ① These Articles of Incorporation shall enter into force on March 31, 2026. ② The amended provision of Article 23(1) shall enter into force on July 23, 2026. ③ In the event that Independent Directors are appointed, at least one-third (1/3) of the total number of Directors shall be Independent Directors within July 22, 2027, pursuant to the proviso to Article 2 of the Supplementary Provisions of the Act (Act No. 20991, Jul. 22, 2025). |
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| Purpose of Amendment | Clarification of effective dates |
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- Agenda No. 2-4: Establishment of Article 10-5 (Restriction on Issuance of New Shares) (Shareholder Proposal)
Resolution: Rejected(For: 11.3%, Against: 88.7%, Abstained: 0.0%)
| Pre-Amendment Provisions | Post-Amendment Provisions | Purpose of Amendment
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Article 10-5 (Restriction on Issuance of New Shares)
In the event that the Company issues new shares by a resolution of the Board of Directors, such issuance shall be made in accordance with the following methods.Provided, however, that in the event new shares exceeding ten percent (10%) of the total number of issued shares are to be issued, approval by a special resolution of the General Meeting of Shareholders shall additionally be required.
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Prevention of dilution of share value caused by excessive capital increases
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| Pre-Amendment Provisions | - |
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| Post-Amendment Provisions | Article 10-5 (Restriction on Issuance of New Shares)
In the event that the Company issues new shares by a resolution of the Board of Directors, such issuance shall be made in accordance with the following methods.Provided, however, that in the event new shares exceeding ten percent (10%) of the total number of issued shares are to be issued, approval by a special resolution of the General Meeting of Shareholders shall additionally be required. |
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| Purpose of Amendment | Prevention of dilution of share value caused by excessive capital increases |
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- Agenda No. 2-5: Establishment of Article 17-2 (Advisory Shareholder Proposal) (Shareholder Proposal)
▶ Resolution: Rejected(For: 11.7%, Against: 88.3%, Abstained: 0.0%)
| Pre-Amendment Provisions | Post-Amendment Provisions | Purpose of Amendment
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Article 17-2 (Advisory Shareholder Proposal)
① A shareholder who holds shares representing at least three percent (3%) of the total number of issued shares excluding non-voting shares, or a shareholder who has continuously held shares representing at least one percent (1%) of the total number of issued shares excluding non-voting shares for at least six (6) months, may propose to the directors, in writing or by electronic document, at least six (6) weeks prior to the date of the General Meeting of Shareholders (in the case of an annual general meeting, the corresponding date of the previous year’s annual general meeting; hereinafter the same shall apply in this Article), that matters relating to the Company’s capital structure or financing, restructuring of corporate governance, executive compensation policies, or shareholder return policies be included as agenda items of the General Meeting of Shareholders, even if such matters are not designated as matters to be resolved by the General Meeting of Shareholders under applicable laws or the Articles of Incorporation (hereinafter referred to as “Advisory Shareholder Proposal”).
② A shareholder under Paragraph 1 may request that the Company include, in the notices and public announcements under Article 363 of the Commercial Act and Article 17 of the Articles of Incorporation, a summary of the proposal submitted by such shareholder, together with the matters proposed as agenda items, by submitting such request in writing or by electronic document at least six (6) weeks prior to the date of the General Meeting of Shareholders.
③ Where an Advisory Shareholder Proposal is made, the directors shall report it to the Board of Directors, and the Board of Directors shall include it as an agenda item of the General Meeting of Shareholders unless the content of such proposal violates applicable laws or the Articles of Incorporation. In such case, if requested by the proposing shareholder, such shareholder shall be given an opportunity to explain the proposal at the General Meeting of Shareholders.
④ Resolutions of the General Meeting of Shareholders regarding Advisory Shareholder Proposals shall be made in accordance with Article 19.
⑤ If an Advisory Shareholder Proposal is approved at the General Meeting of Shareholders, the Company shall report on the implementation status and details thereof at the first annual general meeting following the meeting at which the proposal was made, and if not implemented, the Company shall report and disclose the specific reasons therefor.
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Enhancement of shareholder value and corporate value
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| Pre-Amendment Provisions | - |
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| Post-Amendment Provisions |
Article 17-2 (Advisory Shareholder Proposal)
① A shareholder who holds shares representing at least three percent (3%) of the total number of issued shares excluding non-voting shares, or a shareholder who has continuously held shares representing at least one percent (1%) of the total number of issued shares excluding non-voting shares for at least six (6) months, may propose to the directors, in writing or by electronic document, at least six (6) weeks prior to the date of the General Meeting of Shareholders (in the case of an annual general meeting, the corresponding date of the previous year’s annual general meeting; hereinafter the same shall apply in this Article), that matters relating to the Company’s capital structure or financing, restructuring of corporate governance, executive compensation policies, or shareholder return policies be included as agenda items of the General Meeting of Shareholders, even if such matters are not designated as matters to be resolved by the General Meeting of Shareholders under applicable laws or the Articles of Incorporation (hereinafter referred to as “Advisory Shareholder Proposal”).
② A shareholder under Paragraph 1 may request that the Company include, in the notices and public announcements under Article 363 of the Commercial Act and Article 17 of the Articles of Incorporation, a summary of the proposal submitted by such shareholder, together with the matters proposed as agenda items, by submitting such request in writing or by electronic document at least six (6) weeks prior to the date of the General Meeting of Shareholders.
③ Where an Advisory Shareholder Proposal is made, the directors shall report it to the Board of Directors, and the Board of Directors shall include it as an agenda item of the General Meeting of Shareholders unless the content of such proposal violates applicable laws or the Articles of Incorporation. In such case, if requested by the proposing shareholder, such shareholder shall be given an opportunity to explain the proposal at the General Meeting of Shareholders.
④ Resolutions of the General Meeting of Shareholders regarding Advisory Shareholder Proposals shall be made in accordance with Article 19.
⑤ If an Advisory Shareholder Proposal is approved at the General Meeting of Shareholders, the Company shall report on the implementation status and details thereof at the first annual general meeting following the meeting at which the proposal was made, and if not implemented, the Company shall report and disclose the specific reasons therefor.
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| Purpose of Amendment | Enhancement of shareholder value and corporate value
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- Agenda No. 2-6: Amendment to Article 21 (Voting Rights) (Shareholder Proposal)
▶ Resolution: Rejected(For: 13.9%, Against: 86.1%, Abstained: 0.0%)
| Pre-Amendment Provisions | Post-Amendment Provisions | Purpose of Amendment
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Article 21 (Voting Rights)
① Each share shall have one (1) vote at the General Meeting of Shareholders.
② The Company shall not apply the cumulative voting system pursuant to Article 382-2 of the Commercial Act in the election of directors.
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Article 21 (Voting Rights)
① Each share shall have one (1) vote at the General Meeting of Shareholders.
② The Company shall apply the cumulative voting system pursuant to Article 382-2 of the Commercial Act in the election of directors.
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Restoration of shareholder value and alignment with amendments to the Commercial Act
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| Pre-Amendment Provisions | Article 21 (Voting Rights) ① Each share shall have one (1) vote at the General Meeting of Shareholders. ② The Company shall not apply the cumulative voting system pursuant to Article 382-2 of the Commercial Act in the election of directors. |
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| Post-Amendment Provisions
| Article 21 (Voting Rights) ① Each share shall have one (1) vote at the General Meeting of Shareholders. ② The Company shall apply the cumulative voting system pursuant to Article 382-2 of the Commercial Act in the election of directors. |
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| Purpose of Amendment
| Restoration of shareholder value and alignment with amendments to the Commercial Act
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