S-OIL

[Chapter I. General Provisions]

Article 1. (Corporate Name)

The name of the Company shall be "S - Oil Chusik Hoesa", which shall be written in English as "S - Oil Corporation"
(hereinafter referred to as the "Company").

Article 2. (Location)

The principal office of the Company shall be located in Seoul, Republic of Korea ("Korea"). Branches may be established in any appropriate location within or outside Korea as required for business, by resolutions of the Board of Directors.

Article 3. (Objectives)

The objective of the Company shall be to engage in the following lines of business in a commercial manner designed to maximize the value of the Company and to achieve the highest levels of efficiency, productivity and profitability

• (a) Production, transportation, storage, purchase and sale of petroleum products, gas, lube base oil, lubricant, grease, chemical products, and related products
• (b) Export and import of crude oil and any of the products referred to in the foregoing paragraph
• (c) Exploration, extraction, and disposal of crude oil, gas and other energy sources
• (d) Ownership, purchase and sale, lease, and operation of real estate and all facilities and equipment, as the Company may construct or acquire from time to time, required for the attainment of the foregoing objectives
• (e) Purchase, sale or lease or rent of real estate
• (f) Investment in new technology businesses including venture investment, management of, or other businesses related to the investment.
• (g) Electricity and electricity-related business, including electric vehicle charging ;
• (h) Licensing of Intellectual properties, such as brand, character trademark, etc. ;
• (i) Wholesale, retail, and brokerage in non-fuel goods and services ; and
• (j) Hydrogen and hydrogen fuel cell related business, including production, storage, transportation, sales, export and import and other related business ;
• (k) CCUS (Carbon Capturing, Utilization and Storage), carbon emission credit securing and trading, and other carbon reduction related business ;
• (l) Bio fuel related business, including production, storage, transportation, sales, export and import and other related business ; and
• (m) Any and all businesses which are incidental or related or conducive, directly or indirectly, to the attainment of the foregoing objectives.

Article 4. (Method of Notices)

1. (1) "Public notice" by the Company shall be made on its internet homepage (www.s-oil.com). However, when the Company cannot make such notice on the homepage due to any electronic interruption or other unavoidable reasons, it shall make the notice in "The Hankyoreh Shinmun", a daily newspaper published in Seoul; provided that the public notice on convening of the general meeting of shareholders shall be made in “The Korea Economic Daily” and “The Maeil Kyungje Shinmun”.
2. (2) "Personal notice" shall be given by notifying each person required to be notified through a letter delivered by mail or by hand delivery to natural persons residing in Korea or juridical persons established in Korea, and through a letter delivered by registered air mail or air courier, or through facsimile transmission, telex or cable confirmed by letter sent by registered airmail or air courier, to natural persons residing or juridical persons established outside Korea. All notices of the Company to stockholders and directors residing outside Korea shall be given by personal notice ; provided, however, that notices to such stockholders who appointed agents in accordance with Article 14, paragraph (2) hereof, should be given to such agents in the same manner as for persons residing or established in Korea.

[Chapter Ⅱ. Shares of Stock]

Article 5. (Authorized Shares)

The total number of shares of stock which the Company is authorized to issue (hereinafter called “Authorized Shares”) is two hundred forty million (240,000,000) shares with a par value of two thousand five hundred(2,500) Won per share, which consist of one hundred eighty million (180,000,000) shares of common stock all with full voting (the “Common Stock”) and sixty million (60,000,0000) shares of nonvoting Preferred Stock (the “Preferred Stock”)

Article 6. (Total Number of Shares To Be Issued at the Time of Incorporation)

The total number of the shares to be issued by the Company at the time of incorporation shall be forty thousand (40,000) shares.

Article 7. (Preferred Stock)

1. (1) The Company may issue convertible Preferred Stock (the “Convertible Preferred Stock”) by resolution of the Board of Directors up to four million (4,000,000) shares to a foreign company in accordance with the approval of the relevant government authorities pursuant to the Foreign Capital Inducement Law and other related laws. Each such share of the Convertible Preferred Stock shall be converted into one (1) fully paid and non-assessable share of Common Stock with full voting rights. Any other shares of Preferred Stock issued by the Company shall not be convertible into Common Stock or other voting shares unless otherwise specified by resolution of the Board of Directors.
2. (2) Each share of Preferred Stock shall be entitled to receive annual dividends at a rate of nine percent (9%) of the par value (“Preferred Rate”) in priority to dividends with respect to Common Stock.
3. (3) If the dividend rate of Common Stock exceeds the Preferred Rate, Preferred Stock shall be entitled to participate in dividend of such excess amount at the same rate as Common Stock.
4. (4) If dividend at the Preferred Rate is not paid to Preferred Stock for a certain fiscal year, the accumulated unpaid dividend shall be paid in priority to dividend for the following fiscal year.
5. (5) If a resolution is adopted at the general meeting of stockholders that dividend is not paid to Preferred Stock at the Preferred Rate, such Preferred Stock shall be entitled to exercise the voting rights from the general meeting of stockholders following the general meeting in which such resolution is adopted until the close of the general meeting of stockholders in which a resolution to pay the preferential dividends is adopted.
6. (6) In cases of issuing additional shares by right issue or stock bonus, Common Stock shall be issued to the holders of Common Stock and Preferred Stock shall be issued to the holders of Preferred Stock, in proportion to their respective stockholdings.
7. (7) A request for conversion may be made immediately after the issuance of the Convertible Preferred Stock. Conversion of the Convertible Preferred Stock shall be effected upon the surrender by the stockholder to the Company, at the principal office of the Company or at the office of the transfer agent (referred to in Article 13), of the certificate for the Convertible Preferred Stock to be converted accompanied by two (2) copies of a written notice stating that the stockholder elects to convert all or a specified whole number of such shares in accordance with the provisions of the Articles of Incorporation.
8. (8) Such conversion shall be deemed to have been made at the close of business on the date of giving such notice and of such surrender of the certificate or certificates representing the shares of Convertible Preferred Stock to be converted as mentioned in paragraph (7) above, so that the rights of the stockholder as to the shares being converted shall cease except for the right to receive shares of Common Stock in accordance herewith, and the stockholder shall be treated for all purposes as having become the record holder of such shares of Common Stock at such time ; provided, however, for the purpose of the payment (but not the calculation)of dividends, conversion shall be deemed effective as of the end of the fiscal year during which the notice of conversion was given as mentioned in paragraph (7) above.
9. (9) As promptly as practicable, and in any event within thirty (30) calendar days after the surrender of such certificate or certificates and the receipt of such notice relating thereto, the Company shall deliver or cause to be delivered certificates representing the number of validly issued, fully paid and non-assessable full shares of Common Stock to which the stockholder shall be entitled. The Company shall pay any and all issue and other taxes (other than taxes based on income)that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of the Convertible Preferred Stock pursuant hereto.

Article 8. (Electronic Registration of Shares and Rights to be Indicated on Preemptive Right Certificates)

Instead of issuing share certificates and preemptive right certificates, the Company shall electronically register shares and rights to be indicated on preemptive right certificates in an Electronic Registration Account Book of an electronic registration agency.

Article 9. (Issuance of Additional Shares)

1. (1) The Company’s stockholders shall have the preemptive right to subscribe to any new shares of the company in proportion to their respective shareholding ratios. However, if any unclaimed shares result from a stockholder waiving or losing his preemptive right, or if fractional shares result from the allocation of the new shares, such shares shall be disposed of in accordance with a resolution of the Board of Directors.
2. (2) If the Company issues new shares by a public offering, matters relating to preemptive rights and all matters required for issuance of such new shares shall be decided by the Board of Directors.
3. (3) If the Company issues new shares to members of the “Employee Stock Ownership Association”. The provisions of paragraph (2) shall also apply.
4. (4) Notwithstanding paragraph (1) of this Article, the Company may issue new shares to certain persons by resolution of the Board of Directors if it is deemed necessary to achieve the Company’s business purpose, including introduction of new technology and improvement of the Company’s financial structure, the Company may grant preemptive right to subscribe for any new shares, pursuant to a resolution of the Board of Directors, to certain persons (including shareholders of the Company), to the extent such shares do not exceed 25/100 of total number of issued and outstanding shares.
5. (5) Notwithstanding anything provided to the contrary herein, in the event that a foreign stockholder has preemptive rights to subscribe for any such additional shares, the time within which it may exercise such right shall be determined in such manner as to give such stockholder sufficient time to obtain any necessary validation, confirmation, or approval from the Korean Government.

Article 9-2. (Equal Dividend Payment)

Each share of the same class of issued stock (including converted stock) as of dividend record date shall be entitled to receive an equal dividend regardless of its date of issue.

Article 9-3. (Stock Options)

1. (1) The Company may grant stock options to its officers and employees by a special resolution of the general meeting of shareholders as provided in Article 21, paragraph (3) to the extent not exceeding fifteen percent (15%) of the total number of issued and outstanding shares.
2. (2) The shares to be provided to the officers and employees by the exercise of their stock options shall be common shares in registered form or preferred shares in registered form.
3. (3) Stock options shall be granted to officers and employees who contributed or have the capacity to contribute to the establishment, management, and technical improvement of the Company; provided, however, such stock options shall not be granted to those who are disqualified under the relevant laws.
4. (4) The stock options may be exercised within seven (7) years from the date after three (3) years have elapsed from the date of the general meeting of shareholders at which a resolution to grant such stock options is adopted.
5. (5) The officer or employee who is granted the stock options may exercise the rights only when he/she has been in office or service with the Company for at least 2 years after the date of resolution in paragraph (1); provided, however, such stock options may be exercised within the exercise period in case the officer or employee who is granted the stock options passes away, reaches the retirement age or retires due to a reason not attributable to the relevant officer or employee within two (2) years from the date of resolution in paragraph (1).
6. (6) The Company may cancel grant of stock options by a resolution of the Board of Directors in any of the following cases:
   • (a) When the relevant officer or employee of the Company voluntarily retires from his/her office after being granted stock options;
   • (b) When the relevant officer or employee of the Company incurs substantial damages to the Company due to his/her willful misconduct or negligence; or
   • (c) When any cause for cancellation set forth in the stock option agreement occurs.

Article 10. (Reissuance of Share Certificates)

(Deleted on February 24, 1989)

Article 11. (Record Date)

1. (1) The Company shall allow the stockholders who are registered in the Register of Stockholders as of the last date of each fiscal year to exercise their rights.
2. (2) The Company may allow the stockholders, who are registered in the Register of Stockholders on the date decided by a resolution of the Board of Directors, to exercise their rights, when convening an extraordinary general meeting of stockholders or when otherwise necessary. The Company shall also make a public notice two (2) weeks before the record date.

Article 12. (Issuance at Current Market Price)

All or a part of new shares to be issued by the Company may be issued at the then-current market price, in which case the price of the new shares shall be determined by a resolution of the Board of Directors. In this case, the Board of Directors may offer publicly or cause underwriters to underwrite new shares to be issued at the then-current market price in accordance with the relevant provisions of the Financial Investment Services and Capital Market Act.

Article 13. (Transfer Agent)

1. (1) The Company shall retain a transfer agent to make entries in the Register of Stockholders. The transfer agent, the location where its services are to be rendered and the scope of its duties shall be determined by the Board of Directors of the Company.
2. (2) The Company shall keep the Register of Stockholders, or a copy thereof, at the location where the transfer agent performs its duties. The transfer agent shall handle activities relating to the electronic registration of shares, management of the Register of Shareholders and other share related matters.
3. (3) Those activities of the transfer agent described in paragraph (2) shall be performed in accordance with the relevant regulations prescribed by the transfer agent.

Article 14. (Report of Name, Address and Seal or Signature of Stockholders and Others)

(Deleted on March 28, 2019)

Article 15. (Issuance of Bond)

1. (1) The Company may, pursuant to resolutions of the Board of Directors, issue bonds.
2. (2) The Board of Directors may delegate the authority to issue the bonds to the representative director for a period not longer than one (1) year after it resolves the type of the bonds and the principal amounts of such bonds.

Article 15-2. (Electronic Registration of Bonds and Rights to be Indicated on Subscription Warrants)

Instead of issuing bond certificates and subscription warrants, the Company shall electronically register bonds and rights to be indicated on subscription warrants in an Electronic Registration Account Book of an electronic registration agency. However, the Company may not electronically register bonds other than the ones, which require a mandatory electronic registration, according to the law, such as listed bonds.

Article 16. (Issuance of Convertible Bonds)

1. (1) The Company may, pursuant to resolutions of the Board of Directors, issue convertible bonds to persons other than stockholders. The sum of the face value of such issued convertible bonds shall not exceed seven hundred billion (700,000,000,000) Won.
2. (2) The convertible bonds mentioned in paragraph (1) above may be issued with a partial conversion condition under which the right of bondholders to demand conversion may be limited to a certain percentage of the total face value of the convertible bonds in accordance with the resolution of the Board of Directors.
3. (3) Common Stock may be issued upon conversion of convertible bonds of up to a total face value of two hundred billion (200,000,000,000) Won, and preferred stock may be issued upon conversion of convertible bonds of up to a total face value of five hundred billion (500,000,000,000) Won. The conversion price shall be not less than the par value of the shares as determined by the Board of Directors at the time of issuance of the relevant convertible bonds.
4. (4) The period during which conversion may be requested shall commence one month after the date of issuance of the convertible bonds and end on the date one day prior to the date of redemption ; provided, that the Board of Directors may adjust the conversion period within the above period by its resolution.
5. (5) With respect to the dividend for the shares issued as a result of conversion and with respect to the interest payment for convertible bonds, the provision of Article 9-2 shall be applicable mutatis mutandis.

Article 16-2. (Issuance of Bonds with Warrants)

1. (1) The Company may, pursuant to resolutions of the Board of Directors, issue bonds with warrants to persons other than shareholders. The total sum of the face value of such issued bonds with warrants shall not exceed three hundred billion (300,000,000,000) Won.
2. (2) The aggregate value of new shares which may be subscribed to by warrant holders shall be determined by the Board of Directors, but shall not exceed the aggregate face value of the bonds with warrants.
3. (3) Common Stock may be issued upon exercise of warrants in respect of bonds with warrants of up to one-third (1/3) of the aggregate face value, and Preferred Stock may be issued upon exercise of warrants in respect of bonds with warrants of up to two-thirds (2/3) of the aggregate face value. The issue price shall be not less than the par value of the shares as determined by the Board of Directors at the time of issuance of the relevant bonds with warrants.
4. (4) The period during which a warrant holder may exercise warrants for new shares shall be from the date one month after the date of issuance of the bonds with warrants to the date one day before the redemption date ; provided, that the Board of Directors may adjust the conversion period within the above period by its resolution.
5. (5) With respect to the dividend for the shares issued as a result of exercise of warrants, the provision of Article 9-2 shall be applicable mutatis mutandis.

Article 17. (Application of Provisions to Issuance of Bonds)

The provisions of Article 13 shall apply mutatis mutandis to the issuance of bonds.

[Chapter Ⅲ. General Meeting of Stockholders]

Article 18. (Convening of General Meeting)

1. (1) General meetings of the stockholders of the Company shall be of two kinds : ordinary and extraordinary. The ordinary general meeting of stockholders shall be convened within three (3) months after the end of each fiscal year in accordance with resolutions of the Board of Directors and the extraordinary general meetings of stockholders may be convened at any time if necessary, in compliance with resolutions of the Board of Directors and provisions of the Commercial Code.
2. (2) In convening a general meeting of stockholders, a written personal notice thereof, which includes the time, date, place and agenda of the meeting, shall be given to each stockholder at least two (2) weeks prior to the date of the general meeting of stockholders ; provided, however, that the written notice to stockholders holding not more than one percent (1%) of the total number of shares outstanding which are entitled to vote may be replaced by public notices made at least twice in The Maeil Kyungje Shinmun and The Korea Economic Daily circulated in Seoul or the electronic disclosure system managed by the Financial Supervisory Service or the Korea Exchange in accordance with the above specified period prior to the meeting, which notices shall include the statement that the general meeting will be held and the agenda of the meeting. The general meeting of stockholders may not consider matters other than those stated in the notice of the meeting.

Article 19. (Chairman of Meeting)

The Board of Directors shall appoint a Director to be Chairman of the General Meeting of Stockholders. In case the Chairman appointed by the Board of Directors is unable to perform his duty, one of the other Directors shall take his place in the order decided by the Board of Directors.

Article 20. (Voting Rights)

1. (1) Each stockholder shall have one (1) vote for each share he owns which is entitled to vote. A stockholder may exercise his vote himself or by proxy.
2. (2) The proxy holder shall submit documents evidencing his power of representation, prior to the opening of the general meeting of stockholders.

Article 21. (Quorum and Resolution Requirements)

1. (1) All general meetings of stockholders shall be convened with the presence of stockholders holding more than fifty percent (50%) of the total number of shares issued and outstanding.
2. (2) Subject to paragraph (3) below, all actions shall be taken and all resolutions shall be passed by the affirmative vote of stockholders holding more than fifty percent (50%) of the total number of shares represented by the stockholders present at the meeting which are entitled to vote, provided, however, that such affirmative votes shall represent at least one-fourth(1/4) of the total issued and outstanding shares entitled to vote.
   Where voting rights can be exercised by electronic means under Article 368-4 (1) of the Commercial Code, a resolution for electing members of the Audit Committee may be adopted upon by the affirmative vote of stockholders holding more than fifty percent (50%) of the total number of shares represented by the stockholders present at the meeting.
3. (3) Notwithstanding the foregoing paragraph (2) above, resolution of the following matters shall be passed by the affirmative vote of stockholders holding at least two-thirds (2/3) of the total number of shares represented by the stockholders present at the meeting which are entitled to vote, provided, however, that such affirmative votes shall represent at least one-third (1/3) of the total issued and outstanding shares entitled to vote.
   • (a) Amendment of the Articles of Incorporation ;
   • (b) Transfer of all or an important part of the business ;
   • (c) Making, altering, or rescinding a contract for leasing the whole of the business, for delegation of authority to manage, or for sharing with another person all profits and losses in relation to the business or any corresponding contract ;
   • (d) Removal of a director ;
   • (e) Issuance of shares at a price less than par value ;
   • (f) Reduction of paid-in capital ;
   • (g) Dissolution of the Company ;
   • (h) Approval of a merger ;
   • (i) Issuance of convertible bonds or bonds with warrants to persons other than stockholders, exceeding the ceilings provided in these Articles of Incorporation ; and
   • (j) Any other matters the adoption of which requires a special resolution of the stockholders at a general meeting under the Korean Commercial Code.

Article 22. (Postponement or Adjournment of General Meeting of Stockholders)

A resolution for postponement or adjournment may be adopted at a general meeting of stockholders. In such case, the notice requirement set forth in Article 18, paragraph (2) of shall not apply, provided that such postponement or adjournment does not exceed fourteen (14) days.

Article 23. (Minutes of General Meeting)

1. (1) The substance of the proceedings of a general meeting of stockholders and the results thereof shall be recorded in minutes, both in English and Korean, which shall bear the names and seals or signatures of the presiding officer and the directors present at the meeting, and shall be preserved at the head office of the Company.
2. (2) Foreign stockholders except those holding less than ten percent (10%) of the total number of shares issued and outstanding shall be sent copies of the English version specified in paragraph (1) by registered airmail within thirty (30) days after the meeting.

[Chapter Ⅳ. Directors, the Board of Directors and the Audit Committee]

Article 24. (Constitution of the Board of Directors)

The Board of Directors of the Company shall consist of at least three (3) directors who shall be elected by the general meeting of stockholders.

Article 25. (Term of Office of Directors)

1. (1) The term of office of the directors shall expire at the close of the third ordinary general meeting of stockholders convened after the date of acceptance of office.
2. (2) Any vacancy in the office of director shall be filled by the general meeting of stockholders.
3. (3) Directors shall not be elected by cumulative voting.
4. (4) The term of office of a director elected to fill a vacancy is the remainder of the term of office of his predecessor unless otherwise resolved by the general meeting of stockholders at the time of election of such a director.

Article 26. (Function of the Board of Directors)

The Board of Directors of the Company shall take care of lawful business affairs which are reserved for approval by the Board of Directors under the Korean Commercial Code and other relevant laws or regulations.

Article 27. (Operation of the Board of Directors)

1. (1) A Director appointed by the Board of Directors shall convene meetings of the Board of Directors and serve as Chairman of the Board of Directors. In case the Chairman is unable to perform his duty, one of the other directors shall take his place in the order decided by the Board of Directors.
2. (2) Meetings of the Board of Directors may be convened at any time if necessary. The time and place for convening a meeting of the Board of Directors shall be determined by the Representative Director/CEO and the place may be within or outside of Korea. In convening a meeting of the Board of Directors, a personal notice thereof, which includes the agenda of the meeting, shall be given to each director in written or electronically at least one s (1) week prior to the date of the meeting provided, however, that such notice may be dispensed with upon the written consent of all directors. The Board of Directors may not resolve matters other than those stated in the notice of the meeting unless consented by all directors in office.
3. (3) A member of the Board of Directors shall be deemed to have attended a meeting even if not physically present, if participating via audio connection.

Article 27-2. (Committees)

1. (1) The Company establishes the following committees in the Board of Directors :
   • (a) Audit Committee
   • (b) Outside Director Candidates Recommendation Committee
   • (c) Compensation Committee
   • (d) ESG Committee
2. (2) The details on constitution, authorities, and operation of each committee shall be decided by the resolution of the Board of Directors.

Article 28. (Resolutions of the Board of Directors)

All resolution of the Board of Directors shall be adopted by the affirmative vote of a majority of the directors in office except for the matters regarding Article 397-2 (Usurpation of Corporate Opportunity) and Article 398 (Prohibition of Self-Trade) under the Korean Commercial Code shall be adopted by the affirmative vote of at least two-thirds (2/3) of the directors in office.

Article 29. (Minutes of Meeting of the Board of Directors)

1. (1) The meeting agenda, the proceedings of each meeting of the Board of Directors, the results, the names of objectors and the reason for objection shall be recorded in the minutes which shall bear the names and seals or signatures of the chairman as well as all directors present at the meeting, and which shall be preserved at the head office of the Company. The English version of all minutes shall govern in the event of any of all inconsistencies between the English and Korean versions.
2. (2) Copies of minutes in both English and Korean shall be sent to directors residing outside of Korea by registered mail or e-mail within thirty (30) days after the meeting.

Article 30. (Representative Directors and Other Officers)

The Board of Directors shall elect from its members one or more Representative Directors. The Board of Directors shall appoint other necessary officers of the Company.

Article 31. (Duties of the Representative Directors and other Officers)

Each of the Representative Directors shall represent the Company, execute matters in accordance with the decisions of, and delegations of authority by, the Board of Directors and manage all the affairs of the Company. Other officers shall assist the Representative Directors and shall carry out their respective responsibilities.

Article 32. (Constitution of the Audit Committee)

1. (1) The Company shall establish the Audit Committee in accordance with article 27-2 of the Articles of Incorporation.
2. (2) The Audit Committee shall consist of three or more directors.
3. (3) At least two-thirds of the members of the Audit Committee shall consist of outside directors and the non-outside director member(s) of the Audit Committee must meet the qualifications set forth in the relevant provisions of the Commercial Code.

Article 33. (Meeting of the Audit Committee)

1. (1) The Audit Committee shall appoint by a resolution one or more representative(s) of the Audit Committee.
2. (2) All actions and resolutions on matters presented to the Audit Committee shall be adopted by the affirmative vote of a majority of the members of the Audit Committee.

Article 34. (Duties of the Audit Committee)

1. (1) The Audit Committee shall examine the accounts and business of the Company.
2. (2) The Audit Committee shall investigate the documents concerning accounting to be submitted by the directors to the general meeting of stockholders and give their opinion at the general meeting of stockholders.
3. (3) The Audit Committee shall record the main principles and results of audit in the Audit Committee’s reports, both in English and Korean, on which shall be affixed the names and seals or signatures of the members of Audit Committee who have performed such audit.

Article 35. (Auditors’ Right to Attend Meetings of the Board of Directors and to Express Their Opinion at the Meeting)

(Deletion on March 24, 2000)

Article 36. (Recommendation of Counsel)

The Company may have a number of internal and external counsels or consultants in accordance with the resolution of the Board of Directors.

Article 37. (Compensation and Severance Pay of Directors)

1. (1) The amount of remuneration for the directors shall be determined by a resolution of the general meeting of stockholders.
2. (2) Severance payments for the directors shall be paid in accordance with the Regulation on Severance Payment for Officers adopted by a resolution of the general meeting of stockholders.

Article 37-2. (Mitigation of Director’s Liability to the Company)

1. (1) The Company may exempt a director from liability under Article 399 of the Commercial Code for the amount exceeding six times (three times for outside directors) of his/her remuneration (including bonuses and the profit from exercise of stock option) for the year immediately preceding the date of the acts leading to such liability by resolution of general meeting of shareholders.
2. (2) In case that a director has incurred any loss or damage on purpose or by gross negligence and he/she falls under Article 397 (Prohibition of Competition), 397-2 (Prohibition against Appropriation of Company's Opportunities and Assets) or 398 (Transactions between Directors, etc. and Company) in the Commercial Code, the provisions of above paragraph (1) shall not be applied.

[Chapter Ⅴ. Executive Committee (Deletion on March 28, 2007)]

Article 38. (Constitution of Executive Committee)

(Deletion on March 28, 2007)

Article 39. (Responsibilities of the Executive Committee)

(Deletion on March 28, 2007)

Article 40. (Meeting of the Executive Committee)

(Deletion on March 28, 2007)

[Chapter Ⅴ. Accounting]

Article 41. (Fiscal Year)

The fiscal year of the Company shall commence on January 1 and end on December 31 of each year.

Article 42. (Books of Account and Records)

1. (1) The books of account and records of the Company shall be maintained in accordance with generally accepted Korean Accounting Principles consistently applied for the periods involved and shall accurately reflect the Company’s financial position.
2. (2) The books and records of the Company shall be audited at the end of each fiscal year by one or more independent certified public accountants appointed in accordance with the Law Regarding External Audit of Chusik Hoesa; provided, however, one or more independent certified public accountants appointed by the Board of Directors may perform an audit separately.

Article 43. (Preparation and Preservation of Financial Statements)

1. (1) The Representative Directors shall prepare and submit the following documents, supplementary documents thereto and the business report to the Audit Committee six(6) weeks before the day set for the ordinary general meeting of stockholders, and the Representative Directors shall submit the following documents and the business report to the ordinary general meeting of stockholders:
   1. (a) Balance Sheet ;
   2. (b) Income Statement ; and
   3. (c) Other documents prescribed by Enforcement Decree of the Commercial Code, which indicate financial status and performance of management of the company.
2. (2) Consolidated Financial Statements of each document in paragraph (1) shall be included if the Company falls under the company that should prepare the Consolidated Financial Statements prescribed by Enforcement Decree of the Commercial Code.
3. (3) The Audit Committee shall submit the audit report to the Representative Directors at least one(1) week before the day set for the ordinary general meeting of stockholders.
4. (4) The Representative Directors shall keep on file the documents mentioned in paragraph (1), supplementary documents thereto, the business report and the audit report at the head office of the Company for five (5) years and the copies of them at the branch of the Company for three (3) years, beginning from one (1) week before the day set for the ordinary general meeting of stockholders.
5. (5) The Representative Directors shall give public notice of the balance sheet immediately after the above documents have been approved by the general meeting of stockholders.

Article 44. (Disposition of Profit)

The Company shall dispose of the profits for each fiscal year(including retained earnings carried over from the previous period) in the following order of priority :

• (a) Legal reserve under the Korean Commercial Code ;
• (b) Other statutoryreserves ;
• (c) Dividends ;
• (d) Voluntary reserves ;
• (e) Other appropriated amounts of retained earnings ; and
• (f) Unappropriated retained earnings carried over to the subsequent period.

Article 44-2. (Retirement of Shares)

The Company may retire its treasury shares obtained pursuant to the Financial Investment Services and Capital Market Act by resolution of the Board of Directors with the earnings distributable to the shareholders.

Article 45. (Dividends)

1. (1) Dividends may be paid in cash or in stocks as provided herein to the shareholders or pledgees who are registered in the Shareholder Registry.
2. (2) In case the dividends are distributed in the form of stock, if the Company has more than one class of stock, the Company may, by the resolution of the shareholders’ meeting, distribute dividends in a class of stock which is different from the stock held by shareholders.
3. (3) Interim dividends may be paid in cash once a fiscal year by the resolution of the Board of Directors to those shareholders or pledgees who are registered in the Shareholder Registry.
4. (4) Notwithstanding Article 7, for the purpose of the payment of the interim dividend, the dividend rate applicable to Common Stocks shall also apply to Preferred Stocks.
5. (5) The Company may set a record date for determining the shareholders or pledgees entitled to receive dividends under paragraph (1) and (3) by the resolution of the Board of Directors, provided that the Company shall give a public notice of such record date at least two (2) weeks prior to the said record date.

Article 46. (Claim for Payment of Dividends)

The right to dividends under the preceding Article 45 shall be extinguished by prescription if such right is not exercised within five (5) years from the declaration of such dividends. After the expiration of the prescriptive period, dividends shall revert to the Company.

[Chapter Ⅵ. Supplementary Provisions]

Article 47 (Application of the Korean Commercial Code and other relevant laws or regulations)

Matters not provided for herein shall be determined in conformity with appropriate resolutions of the Company or with relevant provisions of the Korean Commercial Code, the Financial Investment Services and Capital Market Act, and other relevant laws or regulations.

Article 48. (Cost of Incorporation)

The cost of incorporation to be borne by the Company shall not exceed seventy-five million (75,000,000) Won.

Article 49. (Establishment of Internal Regulations)

The Company may establish internal regulations, such as regulations and detailed rules as may be required for the performance of duties and administration, by resolution of the Board of Directors.

Article 50. (Severability)

If any provision or portion thereof contained in these Articles of Incorporation is in contravention of law and consequently is invalid, the other provision or other parts or provisions containing valid portions shall survive such invalid provisions or portions and the valid provisions and parts of these Articles of Incorporation shall not be affected in any manner whatsoever by the invalid provision or portion.

Article 51. (Language)

The English and Korean versions of these Articles of Incorporation shall be equally authentic.

Article 52. (Insurance)

The Company shall maintain all insurance customarily maintained by similar businesses in Korea, including but not limited to general liability insurance available in Korea covering all liabilities of the Company.

Addendum (March 27, 1998)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 27, 1998.

Article 2. (Provisional Measures)

1. (1) Each share of Preferred Stock issued before the Effective Date shall be entitled to receive annual dividends (on a non-cumulative basis) at a rate of one percent (1%) of the par value ("1% Preferred Rate") in excess of the dividends paid for such year with respect to Common Stock, in priority to dividends with respect to Common Stock, Such Preferred Stock shall not be entitled to receive dividends or other distributions in excess of the 1% Preferred Rate.
2. (2) Shares of Preferred Stock to be issued upon conversion of convertible bonds issued before the Effective Date shall be the shares of Preferred Stock referred to in paragraph (1) above.
3. (3) In the case of issuing additional shares by right issue, stock bonus or stock dividend with respect to the Preferred Stock referred to in paragraph (1) above, the shares of Preferred Stock to be issued shall be the shares of Preferred Stock prescribed in the Article 7.

Addendum (March 30, 1999)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 30, 1999.

Article 2. (Term of Directors)

Amended term of directors as stipulated in Article 25, paragraph (1) shall apply only to those directors who are elected on or after March 30, 1999.

Addendum (March 24, 2000)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 24, 2000.

Addendum (October 23, 2001)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of October 23, 2001.

Addendum (March 26, 2003)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 26, 2003.

Addendum (March 26, 2004)

Article 1. (Effective Date)

The amended Article 9-2 and Article 45 of the Articles of Incorporation shall be effective as of January 1, 2005.

Addendum (March 28, 2005)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 28, 2005.

Addendum (March 28, 2007)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective immediately upon the completion of the full payment of the purchase price and transfer of the 31,983,586 treasury shares (“Treasury Shares”) pursuant to the Share Purchase Agreement entered into by and between the Company and Hanjin Energy Co., Ltd. On March 6, 2007 (“Share Purchase Agreement”); provided, however, if the full payment of the purchase price and transfer of the Treasury Shares pursuant to the Share Purchase Agreement is not completed by May 31, 2007, the amendment to these Articles of Incorporation resolved on March 28, 2007 shall be null and void.

Article 2. (Term of Office of Incumbent Directors)

In connection with Article 25, paragraph (1), the term of office of any incumbent director shall expire at the close of the ordinary general meeting of stockholders convened after the Effective Date of these Article of Incorporation as amended.

Addendum (March 19, 2008)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 19, 2008.

Addendum (March 19, 2010)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 19, 2010.

Article 2. (Provisional Measures)

The amendment to Article 4, paragraph (1) shall be effective as of May 29, 2010.

Addendum (March 23, 2012)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 23, 2012.

Article 2. (Provisional Measures)

The amendment to Article 27, paragraph (3) shall be effective as of April 15, 2012.

Addendum (March 22, 2013)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 22, 2013.

Addendum (March 21, 2014)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 21, 2014.

Addendum (March 20, 2015)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 20, 2015.

Addendum (March 23, 2018)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 23, 2018.

Addendum (March 28, 2019)

Article 1. (Effective Date)

The revision of the Articles of Incorporation shall take effect from September 16, 2019, when the Act on the Electronic Registration of Shares and Bonds, etc. takes effect.

Addendum (March 30, 2021)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 30, 2021.

Article 2. (Term of Directors)

Amended term of directors as stipulated in Article 25, paragraph (1) shall apply only to those directors who are elected on or after March 30, 2021.

Addendum (March 22, 2022)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 22, 2022.

Addendum (March 28, 2023)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 28, 2023.

Addendum (March 28, 2024)

Article 1. (Effective Date)

These Articles of Incorporation shall be effective as of March 28, 2024.

• Adopted on November 10, 1975
• Amended on February 5, 1976 1st Amendment
• August 18, 1976 2nd Amendment
• February 11, 1977 3rd Amendment
• May 12, 1977 4th Amendment
• September 29, 1977 5th Amendment
• February 11, 1978 6th Amendment
• June 24, 1980 7th Amendment
• August 26, 1980 8th Amendment
• October 4, 1982 9th Amendment
• February 26, 1983 10th Amendment
• March 28, 1984 11th Amendment
• June 29, 1984 12th Amendment
• July 16, 1984 13th Amendment
• December 29, 1984 14th Amendment
• February 28, 1985 15th Amendment
• March 17, 1987 16th Amendment
• May 1, 1987 17th Amendment
• May 4, 1987 18th Amendment
• February 26, 1988 19th Amendment
• February 24, 1989 20th Amendment
• February 28, 1990 21st Amendment
• February 18, 1991 22nd Amendment
• July 12, 1991 23rd Amendment
• March 17, 1992 24th Amendment
• March 15, 1993 25th Amendment
• March 28, 1994 26th Amendment
• March 15, 1996 27th Amendment
• March 21, 1997 28th Amendment
• March 27, 1998 29th Amendment
• March 30, 1999 30th Amendment
• March 24, 2000 31st Amendment
• October 23, 2001 32nd Amendment
• March 26, 2003 33rd Amendment
• March 26, 2004 34th Amendment
• March 28, 2005 35th Amendment
• March 28, 2007 36th Amendment
• March 19, 2008 37th Amendment
• March 19, 2010 38th Amendment
• March 23, 2012 39th Amendment
• March 22, 2013 40th Amendment
• March 21, 2014 41st Amendment
• March 20, 2015 42nd Amendment
• March 23, 2018 43nd Amendment
• March 28, 2019 44nd Amendment
• March 30, 2021 45nd Amendment
• March 22, 2022 46th Amandment
• March 28, 2023 47th Amandment
• March 28, 2024 48th Amandment