A.   Applicability of Mandatory Tender Offer (Proposed to be added as Article 146-2)

The term “mandatory tender offer” is defined as making an offer to a number of unspecified persons to purchase voting shares or inviting them to sell such shares, and purchasing them outside the securities market and alternative trading system. If a person becomes the largest shareholder holding 25% or more of the shares of a stock-listed corporation, such person will be required to make a tender offer for a certain number of additional shares, provided that some exceptions may be applied in consideration of any potential infringement on the rights and interests of other shareholders. According to the above proposal announced by the FSC, an obligation to purchase at least 50% + 1 share in total will be imposed. If the proportion of shares accepting the tender offer exceeds 50% of the total shares, the purchase of such shares will be made up to 50% + 1 share from accepting shareholders in proportion to their bid acceptance, and if it falls short of 50% of the total shares, the purchase of the tendered shares will be deemed to fulfill the obligation.

B.   Public Notice of Mandatory Tender Offer and Submission of Tender Offer Statement (Proposed to be added as Article 146-3)

Within 15 days from the date of becoming the largest shareholder as described above, the person who intends to conduct a mandatory tender offer must give a public notice including details such as the name of the person conducting the mandatory tender offer, the issuer of the shares to be purchased, the purpose of purchasing the shares, the type and number of shares to be purchased and the terms of the mandatory tender offer.

C.   Terms and Methods of Mandatory Tender Offer (Proposed to be added as Article 146-6)

A person conducting a mandatory tender offer must purchase shares at a price equal to or higher than the price prescribed by the Enforcement Decree of the FSCMA (according to the proposal announced by the FSC, the price including the control premium paid at the time of purchasing the controlling shareholder’s shares).

D.   Prohibition on Purchase of Shares through ways other than Mandatory Tender Offer (Proposed to be added as Article 146-5)

From the date of purchasing the controlling shareholder’s stake to the date on which the tender offer period ends, a person conducting a mandatory tender offer will not be allowed to purchase shares other than through a tender offer.

E.   Restrictions on Revocation of Mandatory Tender Offer (Proposed to be added as Article 146-4)

A mandatory tender offer may not be revoked, but revocation will be permitted in certain exceptional cases (e.g., where there is another tender offer made against such tender offer or where a person conducting a mandatory tender offer is deceased, dissolved or bankrupt).

F.   Restrictions on Voting Rights in case of Violation of Tender Offer Obligation (Proposed to be added as Article 146-7)

If a person who has purchased the controlling shareholder’s stake fails to give a public notice of a mandatory tender offer or makes a false representation on important matters, such person’s voting rights will be restricted.

G.   Investigation and Actions Relating to Mandatory Tender Offer (Proposed to be added as Article 146-8)

The FSC may require the submission of materials or have the Governor of the Financial Supervisory Service (the “FSS”) conduct an investigation where necessary for investor protection and may order the correction of the mandatory tender offer statement or suspend or prohibit the mandatory tender offer, if needed.