S-OIL

Regulations on operation of the BOD (Article 24~31)

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.