Corporate Governance

Articles of Incorporation

CHAPTER I. GENERAL PROVISION

  • Article 1.Corporate Name

    The name of the Company shall be "Samsung SDI Chusik Hoesa," which shall be written in English as "Samsung SDI Co., Ltd. (abbreviated as SDI)" (hereinafter called the "Company").

  • Article 2.Purpose

    The purpose of the Company is to engage in the following business activities.

    • 1. Production, manufacturing, sale, and leasing services of parts, materials, and equipments related to electronics, electrics, machinery, and semiconductor;
    • 2. Manufacture, sale and leasing services of jigs, fixtures, molds, and precision tools accompanied the above business 1;
    • 3. Manufacture, sale and leasing services of electronic computing systems, and the relating goods and application systems;
    • 4. Import and export, and its agency thereof;
    • 5. Plant export of electronic and electric machine tools and facilities, and export of know-how or technological services;
    • 6. Real estate business, and real estate sale and lease agency;
    • 7. Construction, lease, and installment sale of housing;
    • 8. Internet relating business, manufacture, sale and after-sales services of parts, instruments, and software relating to biotechnological business;
    • 9. Manufacture and processing sale of Battery and related system, developing materials, and leasing services thereof;
    • 10. Production and sales of clothing products;
    • 11. Production, manufacturing and sales of products related to resin materials and petro chemistry;
    • 12. Production, manufacturing, sales and construction business of civil engineering and construction materials;
    • 13. Production, manufacturing, sales and construction business of environment equipments;
    • 14. Battery for transportation equipments; automobile, plane, train, ship, motorcycle, combat vehicle etc. and other equipments; construction equipment, machinery etc. and developing related system and materials, manufacturing and processing, sales, leasing services thereof;
    • 15. Power storage battery, power conversion and management related system and materials developing, manufacturing, processing, sales, leasing services thereof;
    • 16. Electrical construction work;
    • 17. Information and communication construction work ;
    • 18. Manufacturing, installation of renewable energy equipment ;
    • 19. Accompanied or related whole businesses and investment in order to accomplish the above businesses;
  • Article 3.Location of Head Office, Branch

    The Company shall have its head office in Yongin, Kyunggi-do and may establish factories, branches, representative offices or business offices at such places in and outside the country, as the Company may from time to time require, as determined by the Board of Directors or such committee as authorized by the Board of Directors of the Company.

  • Article 4.Method of Public Notice

    Public notices of the Company shall be given electronically t through the Company’s website http://www.samsungsdi.co.kr, provided, however, that in the event the Company is unable to give its public notice through the website due to network errors or other unavoidable reasons, such notice shall be given in "The Joong-Ang Ilbo", a daily newspaper published in Seoul.

  • CHAPTER II. SHARES

    Article 5.Shares of Authorized Capital

    The total number of shares to be issued by the Company shall be 200,000,000 shares.

  • Article 6.Par Value per Share

    The par value per share of the Company shall be 5,000 Won.

  • Article 7.Issuance of Shares Exceeding Par Value

    The Company may issue shares exceeding par value.

  • Article 8.Types of Shares and Share Certificates
    • ① The type of share certificates of the Company shall be a registered common shares and registered preferred shares.
    • ② Preferred shares to be issued by the Company shall be non-voting and the number thereof shall be 30,000,000.
    • ③ A dividend on preferred shares shall be an amount not less than 1% of face value, as determined by the Board of Directors or such committee as authorized by the Board of Directors at the time of issuance of the relevant shares.
    • ④ In case the dividend ratio of the common shares exceeds that of the preferred shares, as determined by the Board of Directors or such committee as authorized by the Board of Directors at the time of issuance of such preferred shares, the additional dividends on preferred shares shall be declared by participating in distribution of dividend at same ratio of dividend on common shares in addition to the dividend ratio of preferred shares as set forth in Paragraph 3 above, or by participating in distribution of dividend at same ratio of dividend on common shares with respect to the dividend ratio of common shares in excess of the dividend ratio of preferred shares.
    • ⑤ If dividends on preferred shares are not paid from the profits of the relevant fiscal year, such unpaid and accumulated amount shall be preferentially paid to the holders of preferred shares at the time of payment of dividends for the following fiscal year.
    • ⑥ In the case of rights issue, bonus issue or stock dividend, the holders of common shares shall be entitled to common shares and the holders of preferred shares shall be entitled to preferred shares in proportion to their respective shareholdings; provided, that in the case of rights issue and stock dividend, the Company may, if necessary, issue only one kind of shares, where all the shareholders shall be entitled to such type of Shares to be issued.
    • ⑦ Share certificates of the Company shall be issued in 8 denominations of one, five, ten, fifty, one hundred, five hundred, one thousand and ten thousand share(s) per certificate.
  • Article 9.Transfer Agent
    • ① The Company shall appoint a transfer agent for the alteration of entries on the shareholders registry.
    • ② The transfer agent, the location of its services and the scope of its operation are to be determined by the Board of Directors or such committee as authorized by the Board of Directors of the Company and to be announced in public.
    • ③ The Company shall keep the shareholders registry or a duplicate thereof at the office of the transfer agent and allow the transfer agent to handle (i) transfer operations, (ii) the registry with regard to the addition or cancellation of a pledge, (iii) the indication or cancellation of trusted property, (iv) the issuance of share certificates, (v) the receipt of reports filed and (vi) other business-related matters thereto.
    • ④ The procedures for handling transfer operations as stated in Clause 3 shall be executed in accordance with the regulations for securities transfer operation of the transfer agent.
  • Article 9-2.Shareholder's Name, Address and Report of Seals and Signatures
    • ① All shareholders and registered pledges shall report their names, address, seals and signatures to the transfer agent mentioned in Article 9.
    • ② Any shareholder or registered pledge who resides overseas shall report to the transfer agent name of representative and a location in the Republic of Korea where notifications can be received.
    • ③ All shareholders and registered pledges shall report to the transfer agent any changes in regard to Clauses 1 and 2 above.
  • Article 10.Subscription for New Shares
    • ① New shares to be issued by the Company shall be allocated to the shareholders in proportion to their respective shareholdings in accordance with Paragraph 6, Article 8. If shares are not subscribed for as a result of waiver or loss of the preemptive right of the shareholders to subscribe for new shares, or if fractional shares remain at the time of allocation of new shares, such shares may be disposed of by a resolution of the Board of Directors or committee authorized by the Board of Directors.
    • Notwithstanding Clause 1 above, new shares may be issued to persons other than shareholders in the following cases:
      • 1. If the Company issues new shares by a public offering or causes underwriters to underwrite new shares by a resolution of the Board of Directors in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act and other laws;
      • 2. If the Company issues new shares preferentially to members of the Employee Stock Ownership Association by a resolution of the Board of Directors in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act and other laws;
      • 3. If the Company issues new shares for the issuance of depositary receipts (DRs) by a resolution of the Board of Directors in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act and otherlaws;
      • 4. If the Company issues new shares by public offering pursuant to Article 10-3;
      • 5. If the Company issues new shares by exercising stock options pursuant to Article 10-4; or
      • 6. If the Company issues new shares in common shares or preferred shares to the extent of 30% of the total issued and outstanding shares to domestic or foreign financial institutions on an urgent basis for financing or to its affiliated company for the introduction of technology, by a resolution of Board of Directors; provided, that the issue price of the new shares shall be not be less than the price specified in the Capital Market and Financial Investment Business Act and related legislation.
  • Article 10-2.Base Date for Allotment of New shares

    In the event that the Company issues new shares in connection with a rights issue, bonus issue or stock dividend, with respect to the distribution of dividends on the new shares, such new shares shall be deemed to have been issued on the last day of the fiscal year immediately preceding the fiscal year during which such new shares were actually issued; provided, however, that, with respect to the interim distribution of dividends on the shares issued in connection with a rights issue, bonus issue or stock dividends after the interim distribution record date stipulated in Article 35-4, such new shares shall be deemed to have been issued on the day immediately following the interim distribution record date.

  • Article 10-3.Public Offering
    • ① The Company may issue new shares by public offering of not more than 30% of the total number of issued and outstanding shares by a resolution of the Board of Directors, pursuant to the Capital Market and Financial Investment Business Act and related legislation
    • ② If the Company issues new shares by public offering, the type, quantity and issue price of shares to be newly issued shall be determined by a resolution of the Board of Directors; provided, that, in such a case, the issue price of such new shares shall not be less than the price as prescribed in the Capital Market and Financial Investment BusinessAct and related legislation
  • Article 10-4.Stock Options
    • ① The Company may grant stock options to its officers and employees by a special resolution of the general meeting of shareholders or in other manners as determinedby the relevant laws and regulations, pursuant to Article 542-3 of the Commercial Code, to the extent permitted by the related legislation.
    • ② The persons to whom stock options may be granted are the officers and employees who have contributed, or have the capacity to contribute, to the establishment, management, technical revision, etc. of the Company; provided that the officers and employees who may not be entitled to stock options under the relevant laws and regulations shall be excluded.
    • ③ The shares to be issued to the officers or employees by the exercise of their stock options (in case the Company pays, either in cash or treasury shares, the difference between the exercise price of stock options and the market price, they refer to the shares which are the basis for such calculation) shall be common shares in registered form or preferred shares in registered form.
    • ④ Total number of shares to be delivered in accordance with the exercise of stock options shall be up to the extent permitted by the relevant laws and regulations.
    • ⑤ 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.
    • ⑥ Conditions for stock options, such as the contents and exercise price thereof shall be determined by a special resolution of the general meeting of shareholders in accordance with the relevant laws and regulations; provided, however, that such matters which are not provided for as matters reserved for resolutions of the general meeting of shareholders under the relevant laws and regulations may be determined by the Board of Directors or such committee as authorized by the Board of Directors.
    • ⑦ The Company may cancel the grant of stock options by a resolution of the Board of Directors in any of the following cases:
      • a. In case an officer or employee of the Company voluntarily retires from his/her office or leaves the Company after the grant of stock options;
      • b. In case an officer or employee of the Company causes substantial damages to the Company due to his/her willful misconduct or negligence; or
      • c. In case any of the causes for cancellation set forth in the call option agreement occurs.
  • Article 11.Issuance by Market Value(Deleted)
  • Article 12.Issuance of Convertible Bonds
    • ① The Company may issue convertible bonds to persons other than shareholders up to an aggregate par value amount of which shall not exceed 700,000,000,000 Won.
    • ② Convertible bonds mentioned in Clause 1 above may be issued with partial conversion rights under which the right of the bond holders to demand conversion may be limited to a certain percentage of the total value of convertible bonds.
    • ③ The shares to be issued upon conversion shall be common shares in respect of 450,000,000,000 Won of the convertible bonds and preferred shares in respect of 250,000,000,000 Won of the convertible bonds. The conversion price shall not be less than the par value of the share as determined by the Board of Directors at the time of issuance of the relevant convertible bonds.
    • ④ The period in which conversion may be made shall be from the date following the date of issuance of the convertible bonds to the day immediately before the date of maturity; provided, that the period can be adjusted by the Board of Directors during the aforesaid period in accordance with the relevant laws and regulations of Korea.
    • ⑤ As for the interest on bonds or dividend on the shares to be issued due to conversion, the Article 10(2) shall apply, mutatis mutandis; provided, however, that with respect to the interim distribution of dividends on the shares to be issued upon conversion after the interim distribution record date stipulated in Article 35-4, such new shares shall be deemed to have been issued on the day immediately following the interim distribution record date.
  • Article 13.Issuance of Bonds with Warrants
    • ① The Company may issue bonds with warrants to persons other than shareholders up to an aggregate par value amount of which shall not exceed 700,000,000,000 Won.
    • ② The amount of new shares for which the holders of bonds with warrants can subscribe shall be determined by the Board of Directors; provided, that the maximum amount of new shares to be subscribed by the holders of bonds with warrants shall not exceed the aggregate par value of bonds with warrants.
    • ③ The shares to be issued upon exercise of warrants shall be common shares in respect of 450,000,000,000 Won of the bonds with warrants and preferred shares in respect of 250,000,000,000 Won of the bonds with warrants. The issue price shall not be 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 The period in which a bond holder may exercise his/her warrant shall be from the day immediately following the date of issuance of bonds with warrants to the day immediately before the date of maturity; provided, the period can be adjusted by the Board of Directors within the aforesaid period.
    • ⑤ As for the dividend on the shares to be issued due to conversion, the Article 10(2) shall apply, mutatis mutandis; provided, however, that with respect to the interim distribution of dividends on the shares to be issued upon the exercise of warrants after the interim distribution record date stipulated in Article 35-4, such new shares shall be deemed to have been issued on the day immediately following the interim distribution record date.
  • Article 14.Closing of shareholders Registry and the Record Date
    • ① Entries in the Shareholders Registry due to transfer of shares, creation or cancellation of a pledge or a trust on the shares shall be suspended from January 1 to January 31 of each year; provided that the Company may adjust the suspension period of the Shareholders Registry within a period not exceeding three (3) months upon giving a public notice two (2) weeks before the beginning of such period.
    • ② The Company shall allow the shareholders who are entered into the registry of shareholders by the last day of each fiscal year, exercise their rights thereof at the ordinary general meeting of shareholders.
    • ③ In case where the Company convenes an extraordinary general meeting of shareholders or where deemed otherwise necessary, the Company may, by a resolution of the Board of Directors or such committee as authorized by the Board of Directors, suspend entry of any alterations regarding rights in the Register of Shareholders for a certain period not exceeding three (3) months, or deem any shareholders who are on the Register of Shareholders as of the date set by a resolution of the Board of Directors or such committee as authorized by the Board of Directors, or if the Board of Directors or such committee as authorized by the Board of Directors deems it necessary, the Company may close the Register of Shareholders and set the record date at the same time; provided that the Company shall give at least two (2) weeks' prior public notice thereof.
  • CHAPTER III. GENERAL MEETING OF SHAREHOLDERS

    Article 15.Convening of Meeting and Notice
    • ① General meetings of the shareholders of the Company shall be of two types: Ordinary and Extraordinary.
    • ② Ordinary general meetings of shareholders shall be convened within three (3) months after the close of each fiscal year and extraordinary general meeting of shareholders shall be convened when necessary.
  • Article 15-2.Person Authorized to Convene Meeting
    • ① Unless otherwise provided for in the relevant laws and regulations, the general meeting of shareholders shall be convened by the representative director of the Company in accordance with a resolution of the Board of Directors or such committee as authorized by the Board of Directors.
    • ② If there are several representative directors or the representative director is unable to perform his/her duty, the Board of Directors shall determine.
  • Article 15-3.Notice and Public Notice of Convening of General Meeting
    • ① When convening a general meeting of shareholders, a written notice thereof setting forth the time, date, place and agenda of the meeting, shall be sent to each shareholder at least two (2) weeks prior to the date of such meeting.
    • ② The notice requirement of Clause 1 above of convening general meeting of shareholders to shareholders holding not more than one (1) percent of the total number of shares with voting rights issued and outstanding shall be replaced by public notices given atleast twice in "Joong-Ang Daily News" and "Korea Economic Daily" published in Seoulor by way of electronic notice in accordance with the related legislation, two (2) weeks prior to the meeting. Public notice of a meeting shall include the statement that a general meeting will be held and the agenda of the meeting
    • ③ When the Company gives notice or public notice in accordance with Clauses 1 and 2 above , the Company shall give notice or public notice of such reference matters relating to the management of the Company in accordance with Article 191-10, Clause 2. However, if the Company keeps the reference matters relating to the management of the Company at the head office and branches of the Company, the transfer agent, the Financial Supervisory Commission and the Korea Stock Exchange, it may replace notification or public notice thereof.
  • Article 16.Place of Meeting

    The general meeting of shareholders shall be convened in Seoul, as well as at the head office or a place nearby.

  • Article 17.Voting Right

    Except as otherwise provided by law, each shareholder shall have one vote for each share owned.

  • Article 18.Method of Resolution

    Except as otherwise provided by law, all resolutions resulting from general meetings of shareholders shall be adopted by the affirmative votes of the majority of shareholders present at the meeting; provided, however, that the number of such votes shall be one fourth (1/4) or more of the issued and outstanding shares of the Company.

  • Article 19.Voting by Proxy
    • ① A shareholder may exercise his/her vote by proxy. In this case, the proxy shall present a power of attorney prior to the opening of the general meeting of shareholders.
    • ② In case the legal representative of a shareholder grants power of attorney to another shareholder under the preceding Clause, document evidencing the power of legal representation shall be attached.
  • Article 20.Chairman

    The representative director shall preside chairman of the general meeting of shareholders. In case there are several representative directors or the representative director is unable to perform his/her duties, the next person in the order of priority as determined by the Board of Directors shall act as chairman.

  • Article 20.Chairman
    • ① The chairman of a general meeting of shareholders may order persons, who intentionally speak or behave obstructively or who disturb the proceedings of the meeting, to stop a speech or to leave the place of the meeting.
    • ② The chairman of a general meeting of shareholders may restrict the time and number of speeches of a shareholder as deemed necessary for the purpose of harmonious progress in the proceeding of the meeting.
  • Article 21.Minutes

    The substance of the course and proceedings of a general meeting of shareholders and the results thereof shall be recorded in minutes on which the names and seals of the chairman and the directors present at the meeting shall be affixed or which shall be signed by such persons, and shall be kept at the head office and branches of the Company.

  • CHAPTER IV. DIRECTORS, THE BOARD OF DIRECTORS AND COMMITTEES

    Article 22. Election of Directors
    • ① The Company shall have at least three (3) but not more than fourteen (14) directors, and such directors shall be appointed at the general meeting of shareholders. Provided, that outside directors shall be elected from the persons recommended by the Outside Director Recommendation Committee.
    • ② The representative director shall be elected by the Board of Directors. If there are several representative directors, each of them shall equally represent the Company, respectively.
    • ③ The Company may elect a number of chairman, vice chairman, president, vice president, senior managing director and managing director from among the directors, by a resolution of the Board of Directors or such committee as authorized by the Board of Directors.
    • ④ Except as otherwise provided for in the relevant laws and regulations, the directors shall be elected at a general meeting of shareholders if the approval of a majority vote of the shareholders present at such meeting is obtained and such majority also represents at least one-fourth (1/4) of the total number of shares issued and outstanding.
    • ⑤ The outside director shall be a person who (i) has expert knowledge of, or has experience in, management, economy, laws or relevant technology, (ii) is, or was in the recent two (2) years, an officer or employee of the Company or the affiliated company (an affiliated company means any affiliated company specified in the Monopoly Regulation and Fair Trade Act) and (iii) has satisfied the qualification requirements specified in other applicable laws and regulations; provided, that the major shareholder of the Company or any kinship-related person of the Company shall not be the outside director of the Company.
    • ⑥ In case two or more directors are elected, the cumulative voting as provided in Article 382-2 of the Commercial Code shall not apply.
  • Article 22-2.(deleted)
  • Article 23.Term of Office

    The term of office of the director shall be three (3) years and the term of office of the outside director shall be two (2) years; provided, that the term of office of the directors shall be extended up to the close of the ordinary general meeting of shareholders convened in respect of the last fiscal year of such term of office, in case his/her term of office shall terminated prior to the ordinary general meeting of shareholders.

  • Article 23-2.Vacancy in the Office of Directors
    • ① Any vacancy in the office of the director shall be filled by a resolution of a general meeting of shareholders. However, if the number of directors required by the relevant laws is met in accordance with Article 22 and there is no difficulty in the administration of business, the vacancy may be left unfilled until the next general meeting of shareholders.
    • ② In case two or more directors are elected to fill vacancies, the cumulative voting as provided in Article 382-2 of the Commercial Code shall not apply.
  • Article 24.Duties of Directors
    • ① The representative director shall execute matters decided by the Board of Directors and shall control all affairs of the Company.
    • ② Directors shall be take charge of the relevant duties as determined by the Board of Directors or such committee authorized by the Board of Directors. In the event that the representative director is not able to conduct his/her duties, the next person in the order of priority as determined by the Board of Directors shall act as the representative director.
  • Article 24-2.Director's Obligation to Report

    If the director is or becomes aware of any facts which are likely to be a detriment to the Company, he/she shall immediately report it to the Audit Committee.

  • Article 25.Prohibition of Competition of Business by the Director

    No director shall effect any transaction which falls within the class of business to be carried out by the Company without consent of the Board of Directors, except when the director is elected with the knowledge that his business is in competition with the Company.

  • Article 26.Board of Directors
    • ① The Board of Directors shall consist of directors and shall contain the outside director(s) appointed pursuant to the relevant laws and regulations or these Articles of Incorporation.
    • ② The Board of Directors shall resolve all important matters relating to the Company.
  • Article 26-2.
    • ① The Company may establish the following committees within the Board of Directors by a resolution of the Board of Directors:
    • ② Power and operation of each committee shall be determined by a resolution of the Board of Directors, Power and operation of each committee shall be determined by a resolution of the Board of Directors, except as otherwise provided for in the relevant laws and regulations.
    • ③ Articles 28, 29 and 29-2 shall apply mutatis mutandis in respect of the committees.
  • Article 26-3.Management Committee
    • ① The Company may establish the Management Committee as set forth in Article 26-2 by a resolution of the Board of Directors.
    • ② The Management Committee shall execute its duties in accordance with determination and Regulation of the Board of Directors and shall deliberate and resolve any matters delegated from the Board of Directors from time to time.
    • ③ Details concerning composition and operation of the Management Committee shall be determined by the Board of Directors.
  • Article 26-4 Audit Committee
    • ① The Company may establish the Audit Committee as set forth in Article 26-2 by a resolution of the Board of Directors.
    • ② Details concerning the composition and operation of the Audit Committee shall be determined by the Board of Directors.
  • Article 26-5.Outside Director Recommendation Committee
    • ① The Company may establish the Outside Director Recommendation Committee as set forth in Article 26-2 by a resolution of the Board of Directors.
    • ② Details concerning composition and operation of the Outside Director Recommendation Committee shall be determined by the Board of Directors.
  • Article 27.Chairman of the Board of Directors
    • ① The Chairman shall be appointed by resolution of the Board of Directors from among the directors.
    • ② In the event the Chairman is unable to perform his or her duties, a person as determined by the Board of Directors shall act as the Chairman.
  • Article 28.Convening of the Meeting of the Board of Directors
    • ① The meeting of the Board of Directors shall be convened by the Chairman or the Representative Director, who shall give notice to each director of the date, time and place at least twenty-four (24) hours prior to the meeting in the form of written document, electronic mail or oral communication; provided that such notice may be omitted with the consent of all directors.
    • ② Each director may request to convene a meeting of the Board of Directors when deemed necessary for the performance of the business.
  • Article 29.Resolution of the Board of Directors

    The presence of the majority of all directors shall constitute a quorum for a meeting of the Board of Directors and the resolutions of the Board of Directors shall be adopted by the affirmative votes of the directors present at the meeting; except that the director having special interest with respect to the resolution shall not exercise his voting right.

  • Article 29-2. Minutes of the Board of Directors' Meeting

    The presence of the majority of all directors shall constitute a quorum for a meeting of the Board of Directors and the resolutions of the Board of Directors shall be adopted by the affirmative votes of the directors present at the meeting; except that the director having special interest with respect to the resolution shall not exercise his voting right.

  • Article 30. (deleted)
  • Article 30-2. (deleted)
  • Article 30-3. (deleted)
  • Article 30-4. (deleted)
  • Article 31.Remuneration of Directors

    The ceiling of the remuneration of the directors shall be determined by a resolution of a general meeting of shareholders.

  • Article 32.Severance Allowance of Directors

    Severance allowances of the directors shall be handled in accordance with "Officer's Severance Pay Regulations" adopted separately.

  • CHAPTER V. ACCOUNTING

    Article 33.Fiscal Year Settlement of Accounts

    The fiscal year of the Company shall be from January 1 to December 31 of each year and the closing of accounts shall be made once at the end of each fiscal year.

  • Article 34.Appropriation of Profit

    The profit (including retained earnings to be carried forward) of the Company shall be appropriated as follows:

    • 1. Legal reserves (under the Commercial Code);
    • 2. Other statutory reserves;
    • 3. Dividends;
    • 4. Voluntary reserve;
    • 5. Other retained earnings to be appropriated; and
    • 6. Retained earnings to be carried forward to the subsequent year.
  • Article 35.Dividends of Profit
    • ① Dividends of profit may be paid in either cash or shares.
    • ② In the case where the dividends of profit are distributed in shares, if the Company issues several types of shares, such distribution may be made through shares of different types by a resolution of a general meeting of shareholders.
    • ③ Dividends mentioned in Clause 1 above shall be paid to the shareholders or pledgees registered in the shareholders registry of the Company as of the last day of each fiscal year.
    • ④ The Company may, by the resolution of the Board of Directors, distribute in cash the dividends to the shareholders and pledges registered in the Shareholders Registry of the Company as of the record date (June 30 of each fiscal year); provided that such payment shall be limited only once during each fiscal year.
  • Article 36.Dividends
    • ① Dividends shall be returned to the Company if the payment of dividends is not requested for five (5) consecutive years.
    • ② Interest shall not accrue on dividends.
  • CHAPTER VI. SUPPLEMENTARY PROVISIONS

    Article 37.Adoption of Administrative Regulations

    The Company may adopt administrative regulations necessary for the administration of the business and management of the Company by a resolution of the Board of Directors when necessary.

  • Article 38.Governing Law

    Matters not specifically provided for herein shall be in conformity with the relevant provisions of the Commercial Code and other laws.

  • Article 39.Others

    The Company may conduct social welfare services when deemed necessary.

  • Article 40.Names and Addresses of Promoters

    The full names and addresses of the promoters for the establishment of Samsung Display Devices Co., Ltd. are set forth below:

    July 30, 1969

    • Sang Hee Jeong50, Ulchi-ro, 1-ga
    • Representative DirectorChoong-gu, Seoul
    • Samsung Electronics Co., Ltd.
    • Jae Ku Jeong50, Ulchi-ro, 1-ga Representative DirectorChoong-gu, Seoul Cheil Jedang Corp.
    • Eun Taek Lee105, Chimsan-dong, Representative DirectorBuk-gu, Taegu, Kyung-Buk Cheil Synthetics, Inc.
    • Byung Chull Lee110 Changchung-Dong, 1-ga Choong-gu, Seoul
    • Yong Dal Cho16-1, Meongryun-dong, 4-ga Chongro-gu, Seoul
    • Kyeom Jae Lee52-5, Chungmoo-ro, 1-ga Representative DirectorChoong-gu, Seoul Dongbang Life Insurance Co., Ltd.
    • Young Ki Son70-5, Taepyong-ro, 2-ga Representative DirectorChoong-gu, Seoul Ankuk Fire and Marine Insurance Co., Ltd.
ADDENDUM

These Articles of Incorporation shall become effective as of March 18, 1996; provided, however, that the amended portions of Article 9-2, Article 18, Article 21, Article 22, Article 24-2, Article 25, Article 29-2, Article 30, Article 30-2, Article 30-3 and Article 35 shall become effective as of October 1, 1996. The amended portion of Article 10-2 shall become effective in the fiscal year which firstly commences after the date of amendment of these Articles of Incorporation.

ADDENDUM

The dividends on non-cumulative, non-voting preferred shares issued prior to the effective date (February 28, 1997) of the amendment of these Articles of Incorporation shall be higher than the amount of dividends on common shares by 1% per annum of the par value of the shares and such dividends shall be paid in cash; if no dividends are declared in respect to common shares, no dividends may be declared on such preferred shares. If preferred shares are issued to such above-mentioned preferred shares in connection with a bonus issue, etc., the preferred shares provided in Article 8 shall be allocated thereto.

ADDENDUM

These Articles of Incorporation shall be effective on and after March 26, 1998

ADDENDUM

These Articles of Incorporation shall be effective on and after March 20, 1999; provided that the provisions in Articles 22 (6), 22-2 and 23-2(2) shall become effective as of June 29,1999.

ADDENDUM

These Articles of Incorporation shall be effective as of November 25,1999.

ADDENDA (March 16, 2000)
  • ① Article 1.Date of EnforcementThese Articles of Incorporation shall take effect as of March 16, 2000. (This provision was newly established on March 16, 2000.)
  • ② Interim Measures on Outside Director
    • a. The outside directors elected at a general meeting of shareholders convened at the date of the amendment of these Articles of Incorporation shall be deemed to have been recommended by the Outside Director Recommendation Committee. (This provision was newly established on March 16, 2000)
    • b. The amended Article 23 shall apply to an outside director to be elected initially after the enforcement of these Articles of Incorporation. (This provision was newly established on March 16, 2000)
ADDENDUM

These Articles of Incorporation shall be effective as of February 28,2002

ADDENDUM

These Articles of Incorporation shall be effective as of February 28,2005

ADDENDUM

The Articles of Incorporation shall be effective as of March 13, 2015