HD Korea Shipbuilding & Offshore Engineering

Article 5 (Total Number of Issued Stocks)

The number of issued stocks of the Company shall be 160,000,000.

Article 6 (Par Value)

A par value of a stock issued by the Company shall be 5,000 KRW.

Article 7 (Total number of Stocks Issued at the Time of Incorporation of the Company)

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Article 8 (Type of Stocks)

• ① All stocks issued by the Company shall be common stock and class stock in registered nominative forms.
• ② The class stocks issued by the Company shall consist of dividend preferred stock, non-voting or voting-restricted stock, redeemable stock, convertible stock and stock mixed with part of or entirety of the stocks mentioned above.

Article 8-2 (Dividend Preferred Convertible Stock: Class 1 Stock)

• ① The Company shall be entitled to issue non-voting dividend preferred convertible stocks (Class 1 Stock) where the total number of issued stock concerned shall be 20,000,000.
• ② When Class 1 Stock is issued at 1% or higher annually based on the par value, preferred dividend shall be allotted in cash with the amount under the preferred ratio determined by the board of directors.
• ③ When the dividend rate of common stocks exceeds the dividend rate of Class 1 Stock, the exceeding amount concerned shall be allotted after being participated at the rate identical with that of common stock.
• ④ When Class 1 Stock fails to offer a certain amount of dividend in a certain fiscal year, accumulated undistributed dividends shall be preferentially allotted during the offering of dividends in the following fiscal year.
• ⑤ Voting rights shall be bestowed from the next general meeting following the general meeting rendering a resolution not to offer dividends for Class 1 Stock until the end of general meeting to render a resolution to deliver preferred dividends.
• ⑥ Paragraph 4 of Article 9, Article 48-2 and Paragraph 3 of Article 49 shall apply mutatis mutandis to the allocation of new stocks and stock dividends concerning Class 1 Stock.
• ⑦ The duration of Class 1 Stock shall be subject to a resolution of the board of director within the scope of 5 years or longer and 10 years or less from the date of issuance, and the stocks concerned shall be converted to common stocks upon expiration: Provided that when dividend offering is not completed during the conversion period above, the duration concerned shall be extended until the dividend concerned is completely distributed. In such cases, Article 10 shall apply mutatis mutandis to dividends of the stocks issued due to conversion.

Article 8-3 (Dividend Preferred Convertible Stock: Class 2 Stock)

• ① The Company shall be entitled to issue non-voting dividend preferred convertible stocks ("Class 2 Stock") which a shareholder may request the Company to convert to common stocks pursuant to the followings, where the total number of stocks to be issued shall be 20,000,000 including the number of Class 1 Stocks.
  • (1) The number of stocks to be issued due to conversion shall be identical with the number of stocks prior to conversion.
  • (2) The duration to request conversion shall be subject to a resolution of the board of directors within the scope of one month or longer and 5 years or less from the date of issuance.
  • (3) The stocks issued due to conversion shall be common stocks.
• ② Paragraph 2 through 6 of Article 8-2 shall apply mutatis mutandis to Class 2 Stocks.

Article 8-4 (Dividend Preferred Redeemable Stock: Class 3 Stock)

• ① The Company shall be entitled to issue dividend preferred redeemable stocks ("Class 3 Stock"), where the total number of stocks to be issued shall be 20,000,000.
• ② Paragraph 2 through 6 of Article 8-2 shall apply mutatis mutandis to Class 2 Stocks.
• ③ Class 3 Stocks may be redeemed subject to options of the Company pursuant to the followings:
  • (1) Redemption price shall be an accumulation of the issuance price and additional values determined within the scope not exceeding annual 10% of issuance price, where additional values shall be determined by the board of directors under the consideration of dividend rate, market situation and various issues concerning the issuance of class stocks upon its issuance: Provided that when redemption price needs to be adjustable, the board of directors shall determine the meaning of adjustability, grounds for adjustment, reference date of adjustment and adjustment method.
  • (2) The redemption period shall be determined by the board of directors within the scope of one month from the closing of a regular general meeting of shareholders during the fiscal year which falls under between 1 year and 10 years from the issuance date: Provided that when any of the following subparagraphs arises, notwithstanding the expiration of redemption period, the redemption period concerned shall be extended until the grounds of extension concerned are resolved:
    • A. When redemption is not completed within the redemption period;
    • B. When preferred dividends are not completed.
  • (3) Class 3 Stock may be redeemed all at once or by installments: Provided that upon redemption by installments, the Company may determine the type of Class 3 Stock by the method of random drawing or proportional distribution, and fractional shares arising during the proportional distribution shall not be redeemed.
  • (4) The Company shall notify or publicly announce shareholders of the said stocks and right holders enlisted at the register of stockholders of the upcoming redemption 2 weeks prior to the acquisition date of the stocks subject to redemption.
• ④ When issuing Class 3 Stock, the Company may issue voting-registered class stocks ("Class 3-1 Stock") or non-voting class stocks ("Class 3-2 Stock") subject to a resolution of the board of directors, where voting right of Class 3-1 Stock shall be one vote per share.

Article 8-5 (Dividend Preferred Redeemable Convertible Stock: Class 4 Stock)

• ① The Company shall be entitled to issue non-voting dividend preferred redeemable convertible stocks ("Class 4 Stock"), where the total number of stocks to be issued shall be 20,000,000.
• ② With regard to Class 4 Stocks, dividends shall be preferentially allotted in cash according to the ratio of 1% per annum based on the issuance price, and the conditions and details of preferred dividends regarding Class 4 Stock shall be as prescribed in the Appendix 1. The preferred dividends may be reduced as prescribed by the agreements between the Company and shareholders of Class 4 Stocks, and even when reduced adjustments are made to the preferred dividends or when no preferred dividends are offered, the voting rights of Class 4 Stock shall not be revived.
• ③ Paragraph 4 of Article 9, Article 48-2 and Paragraph 3 of Article 49 shall apply mutatis mutandis to the allocation of new stocks and stock dividends concerning Class 4 Stock.
• ④ With respect to Class 4 Stocks, a shareholder may request the Company to redeemed the stocks concerned in accordance with the followings:
  • (1) The period to request redemption shall be from the date when 4 years and 6 months have elapsed from the issuance date until the date when 5 years have elapsed from the issuance date (including the corresponding date; “Initial Redemption Date”): Provided that in cases where the redemption is not completed even when a request for redemption is made regardless of the grounds concerned, including non-existence of distributable profits, expiration of the period to request redemption may be extended for up to 10 years from the issuance date until the redemption is completed if there is a agreement between the Company and shareholders of Class 4 Stocks.
  • (2) A shareholder of Class 4 Stocks shall be entitled to request the Company to redeem Class 4 Stocks only once during the period to request redemption; and the Company shall redeem the stocks concerned within 120 days from the date of such request.
  • (3) The redemption amount shall be the accumulated amount of the issuance price and the total amount of preferred dividend (Provided that the total amount of dividend actually paid through the redemption date concerned or deemed to have been paid due to the reduction under Paragraph 2 shall be excluded) until the redemption date concerned (Provided that when the period to request redemption is delayed pursuant to the second sentence in the proviso to Subparagraph 1, it shall be the Initial Redemption Date).
• ⑤ The duration of Class 4 Stock shall be from the issuance date of Class 4 Stock until the date when 5 years have elapsed from the issuance date (including the corresponding date) (the “Term of Existence”), and when Class 4 Stock is not converted to common stocks until the Term of Existence expires, such stocks shall be automatically converted to common stocks immediately upon the expiration of the Term of Existence: Provided that the Term of Existence shall be extended for up to 10 years (A) and until all related grounds are resolved when the redemption is not completed even after a request for redemption is made within the period to request redemption regardless of the grounds concerned, including non-existence of distributable profits, or when unpaid dividends still exist, or (B) and for the duration of extension when the period to request redemption is extended. In such cases, Article 10 shall apply mutatis mutandis to the distribution of dividends for the stocks issued due to conversion.
• ⑥ A shareholder may request the Company to convert Class 4 Stocks pursuant to the followings:
  • (1) The number of stocks to be issued due to conversion shall be identical with the number of stocks prior to conversion, but shall be adjusted in accordance with the adjustment formula for conversion price in Appendix 2.
  • (2) The duration to request conversion shall be from the date immediately following the date when 12 months have elapsed from the issuance date until the date when 5 years have elapsed from the issuance date (including the corresponding date): Provided that when the duration to request redemption is extended, the conversion period shall be extended for the same duration.
  • (3) The stocks issued due to conversion shall be common stocks.
  • (4) In any cases where a shareholder of Class 4 Stock is expected to become the largest shareholder as a result of conversion based on individual voting rights, such portion of conversion shall not be requested.
• ⑦ Class 4 Stocks may be converted subject to options of the Company pursuant to the followings:
  • (1) The number of stocks to be issued due to conversion shall be identical with the number of stocks prior to conversion, but shall be adjusted in accordance with the adjustment formula for conversion price in Appendix 2.
  • (2) The convertible period shall be under the condition where the conditions under Subparagraph 4 are fulfilled, and shall be from the date immediately following the issuance date until the date when 5 years have elapsed from the issuance date (including the corresponding date, and including the extended period when the Term of Existence is extended): Provided that when the period to request redemption is extended, the conversion period shall be extended for the same duration.
  • (3) The stocks issued due to conversion shall be common stocks.
  • (4) In cases where the closing price of common stocks during the period under Paragraph 2 is identical with or greater than the Initial Redemption Price of Class 4 Stock (Provided that when dilutive adjustments are made, it shall be the conversion price adjusted accordingly), the Company may convert Class 4 Stocks equivalent to 50% of the number of stocks at the time of issuance of Class 4 Stocks to common stocks by means of notifications in accordance with Paragraph 4 of Article 346 of the Commercial Act within 5 days from the above.

Article 9 (Subscription Right of New Stock)

• ① When the Company issues new stocks subject to a resolution of the board of directors, the issuance concerned shall comply with the followings:
  • (1) Shareholders shall be given an opportunity to subscribe new stocks in order to offer new stocks according to the number of shares owned by the shareholder concerned;
  • (2) When necessary to achieve business goals of the Company, including introduction of new technology and improvement of financial structure, within the scope not exceeding forty-one hundredth of the total number of stocks issued, an opportunity to subscribe new stock may be given to specified individuals (including shareholders of the Company) in order to offer new stocks to the said individuals, aside from Subparagraph 1 above;
  • (3) An opportunity to subscribe new stocks may be given to many and unspecified individuals (including shareholders of the Company) in order to offer new stocks to the said individuals within the scope not exceeding thirty-one hundredth of the total number of stocks issued, aside from Subparagraph 1 above;
  • (4) In cases where new stocks are issued pursuant to the issuance of depositary receipts in accordance with applicable statutes, including the Financial Investment Services and Capital Markets Act;
• ② When issuing new stocks under the method prescribed in Subparagraph 3 of Paragraph 1, new stocks shall be issued under one of the following methods subject to a resolution of the board of directors:
  • (1) Where the Company offers new stocks to many and unspecified individuals without classifying the types of individuals granted with opportunities to subscribe new stocks;
  • (2) Where the Company grants opportunities to subscribe new stocks to many and unspecified individuals, including stocks offered but not subscribed by members of the employee's stock holding association, in accordance with applicable statutes;
  • (3) Where the Company grants preferential opportunities to subscribe new stocks to its shareholders and then grants opportunities to subscribe new stocks to many and unspecified individuals if there are stocks not subscribed;
  • (4) Where an investment trader or investment broker grants an opportunity to subscribe new stocks to specific types of individuals based on reasonable standards prescribed by applicable statutes, including demand forecast prepared as a subscriber or broker;
• ③ When offering new stocks to individuals other than shareholders under Subparagraph 2 and 3 of Paragraph 1, the Company shall notify shareholders of or publicly announce the matters prescribed by Subparagraph 1, 2, 2-2, 3 and 4 of Article 416 of the Commercial Act: Provided that the notification and public announcement above may be replaced by disclosing a material fact report to the Financial Services Commission and an Exchange pursuant to Article 165-9 of the Financial Investment Services and Capital Markets Act.
• ④ When The Company issues new stocks under any of the subparagraphs of Paragraph 1 above, the type, number and issuance price of the stocks to be issued shall be determined subject to a resolution of the board of directors. In such cases, the board of directors shall be entitled to determine the stocks to be allocated to be common stocks or class stocks, and the new stocks to be allocated to class stocks shall be the identical class stocks.
• ⑤ When the Company allots new stocks and when new stocks are not subscribed by the deadline or there are stocks of which payments are not made, processing methods shall be determined by a resolution of the board of directors in accordance with applicable statutes, including propriety of issuance price.
• ⑥ Fractional shares arising when the Company allots new stocks shall be processed pursuant to a resolution of the board of directors.
• ⑦ When the Company allots new stocks under Subparagraph 1 of Paragraph 1 above, the Company shall issue stock warrants to shareholders.

Article 9-2 (Stock Option)

• ① The Company may grant stock option under Article 340-2 and Article 542-3 of the Commercial Act to executives and employees of the Company (including executives and employees of relevant companies prescribed by Article 30 of the Enforcement Decree of the Commercial Act, hereinafter the same shall apply to this article) within fifteen-one hundredth of the total number of stocks issued subject to a special resolution of a general meeting of shareholders: Provided that the Company may grant stock option within one-one hundredth of the total number of stocks issued subject to a resolution of the board of directors. When stock option is granted subject to a resolution of the board of directors, approval shall be acquired from the first general meeting of shareholders convened after the Company grants the stock option subject to a resolution of the board of directors. Stock options granted subject to resolutions of the board of directors or general meetings of shareholders may be performance-based options in connection with business performance goal or market index.
• ② Persons to be granted stock option shall be an executive or employee of the Company who has contributed or has capability to contribute to establishment and management of the Company, overseas business or technical innovation; however, those who fall under any of the followings shall be excluded. Notwithstanding the above, the foregoing shall not apply to persons (including part-time executives of affiliated companies) who fall within specially related persons (referring to specially related persons under Paragraph 4 of Article 34 of the Enforcement Decree of the Commercial Act, hereinafter the same shall apply) when they become executives of the company concerned:
  • (1) The largest shareholder (referring to the largest shareholder under Subparagraph 5 of Paragraph 2 of Article 542-8 of the Commercial Act, hereinafter the same shall apply) and specially related persons;
  • (2) Major shareholders (referring to a major shareholder under Subparagraph 6 of Paragraph 2 of Article 542-8 of the Commercial Act, hereinafter the same shall apply) and specially related persons;
  • (3) Persons who become a major shareholder by exercising stock option;
• ③ Stocks to be delivered by exercising stock option (When delivering cash or treasury stocks for the difference between option price of the stock option and market price, it means the stocks which serve as the calculation standards for the difference) shall be registered common stocks or registered class stocks, but shall be determined by a resolution of a general meeting of shareholders or the board of directors under Paragraph 1.
• ④ Stock option shall not be granted at once to entire executives and employees currently in service, and stock option granted to a single individual of executive or employee shall not exceed ten-one hundredth of the total number of stocks issued.
• ⑤ Option price per share of the stocks to exercise stock option with shall be equal to or higher than the prices prescribed in the following subparagraphs below. The same shall apply when the option price is adjusted after stock option is granted:
  • (1) When new stocks are issued to grant stock option, its option price shall be higher one between the following two:
    • A. Actual price of stocks pursuant to Subparagraph 3 of Paragraph 2 of Article 340-3 of the Commercial Act based on the date of granting stock option;
    • B. Face value of stocks in the given year.
  • (2) Actual price of stock pursuant to Subparagraph 3 of Paragraph 2 of Article 340-3 of the Commercial Act based on the date of granting stock option in cases where treasury stocks are transferred;
• ⑥ Stock option may be exercised within 5 years from the date exceeding 2 years from the date of a resolution of a general meeting of shareholders granting the stock option concerned.
• ⑦ In any of the following cases, stock option granted may be revoked subject to a resolution of the board of directors:
  • (1) When an executive or employee granted the stock option voluntarily retires or resigns from office;
  • (2) When an executive or employee granted the stock option intentionally or negligently inflicts substantial loss on the company;
  • (3) When the Company is unable to accept the exercise of the stock option due to bankruptcy, dissolution or any similar event;
  • (4) When any other event stipulated as a ground for revocation in the stock option grant agreement made with the person granted the stock option occurs.
• ⑧ Persons granted the stock option may exercise the stock option after working for the Company or remaining in office for 2 years or longer from the date of the resolution under Paragraph 1: Provided that when the person granted the stock option deceases within 2 years from the date of the resolution under Paragraph 1 or when the person above resigns or retires not due to the causes attributable the person him/herself, the person concerned may exercise the stock option during the period concerned.
• ⑨ Article 10 shall apply mutatis mutandis to dividends of the stocks issued through exercise of the stock option.

Article 10 (Equivalent Dividends)

Equal dividends shall be paid for the same class of stocks issued as of the dividend record date (including the cases of conversion) regardless of their issuance date.

Article 11 (Electronic Registration of Rights Indicated at Stocks and Certificate for Subscription Right of New Stocks)

The Company shall electronically register the rights to be indicated at the stocks and certificate for subscription right of new stock with the electronic registration account book of an electronic registration authority instead of issuing the stock certificates and certificate for subscription right of new stock.

Article 12 (Transfer Agent)

• ① The Company shall have transfer agents of stocks.
• ② The scope of transfer agents, their place of business and their business shall be determined by a resolution of the board of directors.
• ③ Register of shareholders of the Company or its copy shall be displayed at the business place of transfer agent where the transfer agent shall handle electronic registration of stocks, management of register of shareholders and other affairs concerning stocks.
• ④ Procedures of administrative affairs under Paragraph 3 shall comply with provisions on transfer of stocks by a transfer agent.

Article 13 (Report of Address, Name, Seal Impression and Signature of Shareholder)

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Article 13-2 (Electronic Register of Shareholders)

The Company may prepare a register of shareholders in electronic form.

Article 14 (Record Date)

When convocation of an extraordinary meeting of shareholders is required, the Company may recognize the shareholders registered at the register of shareholders on the date specified by a resolution of the board of directors as the shareholders to practice the right concerned. The Company shall make public announcement of the above 2 weeks in advance.