GC

GOVERNANCE

GREAT
CONNECT

Our corporate culture is
righteousness and integrity.

Articles of Incorporation

Manage the company
by complying with
the basic principle of articles of incorporation.

Chapter I General Provisions

Article 1 (Corporate Name)

The name of the Company shall be Jusik Hoesa Green Cross Holdings, which shall be written in English as Green Cross Holdings Corporation (abbreviated as GCH Corp. or GC Corp.) (hereinafter referred to as the "Company").

Article 2 (Purpose)

The purpose of the Company shall be to engage in the following businesses.

1.Manufacture, purchase, and sale of medicine and quasi-drugs
2.Manufacture, purchase, and sale of medical instruments and hygiene products
3.Manufacture, purchase, and sale of food and food additives
4.Subdivision of medicines, foodstuffs, and food additives
5.Manufacture, purchase, and sale of cosmetics
6.Trade and trade agency business
7.Real estate sales and leasing business
8.Real estate development and supply business
9.Information processing, computer operation related-business and purchase and sale
10.Any and all business related to education
11.Management guidance, arrangement, and promotion of the overall business of companies by acquiring and owning shares of the companies that operate the following businesses
1. (a).Manufacturing
2. (b).Wholesale and retail
3. (c).Trade business
4. (d).Financial business
5. (e).Service, etc
12.Any and all business activities incidental to the foregoing

Article 3 (Location of the Head Office and Establishment of Branches)

1.The Company shall have its head office in Yongin, Gyeonggi-do, and may establish factories, branches, or business offices within or outside Korea, by resolution of the Board of Directors, whenever necessary.

Article 4 (Method of Public Notice)

Public notices by the Company shall be made through the website (http://www.greencross.com). In the event of unavoidable circumstances, such as a system outage, public notice shall be provided through publication in the Korea Economic Daily and the Maeil Business Newspaper, both of which are daily newspapers published in Seoul.

Chapter II Shares

Article 5 (Total Number of Shares to be Issued)

The total number of shares to be issued by the Company shall be 150,000,000 shares.

Article 6 (Par Value per Share)

The par value per share issued by the Company shall be 500 won per share.

Article 7 (Total Number of Shares to be Issued at the Time of Incorporation)

The number of shares to be issued at the time of incorporation shall be 20,000 shares; provided that the par value per share issued by the Company shall be 100 won per share.

Article 8 (Classes of Shares)

1.The classes of shares to be issued by the Company shall be ordinary shares and class shares, both in registered form.
2.Class shares issued by the Company shall be preference shares for dividends, shares for exclusion or restriction of voting rights, redeemable shares, convertible shares, and combinations of all or part of the shares described herein.

Article 8-2 (Number and Content of Class Shares ①)

1.Class 1 shares issued by the Company shall be non-voting dividend preferred convertible shares (referred to as "class shares" in this article), and their total number shall not exceed a quarter of the total number of issued and outstanding shares.
2.When class shares are issued at 1% or higher annually based on the par value, preferred dividends shall be allotted in cash, with the amount under preferred ratio determined by the Board of Directors.
3.When the dividend rate of ordinary shares exceeds the dividend rate of class 1 shares, the exceeding amount concerned shall be allotted after being participated at the rate identical with that of ordinary shares.
4.When class shares fail to offer a certain amount of dividend in a certain business year, accumulated undistributed dividends shall be preferentially allotted during the offering of dividends in the following business year.
5.Upon resolution not to offer dividends for class shares, voting rights shall be bestowed on the shares concerned from the next general meeting following the general meeting that rendered the said resolution until the end of the general meeting that rendered a resolution to deliver preferred dividends.
6.If the Company issues new shares, the shares allotted to class shares shall be the same as those allotted to ordinary shares in the case of a capital increase for consideration and share dividends, and the same class shares in the case of a capital increase without consideration.
7.The existing period of the class shares shall be for ten (10) years from the date of issuance, and then the class shares shall be converted into ordinary shares upon the maturity thereof.
8.If any prescribed dividend failed to be made during the above period, the relevant term shall be extended until completion of the prescribe dividend.
9.Article 10-3 hereof shall apply mutatis mutandis in respect of the dividends on the shares issued upon conversion.

Article 8-3 (Number and Content of Class Shares ②)

1.Class 2 shares issued by the Company shall be non-voting dividend preferred convertible shares for each of the following items among the resolutions of the general meeting of shareholders (referred to as "class shares" in this article), and their total number shall not exceed a quarter of the total number of issued and outstanding shares
1. (1)Matters concerning the appointment and dismissal of directors
2. (2)Matters concerning the appointment and dismissal of auditors
2.Article 8-2 (2) through (9) shall apply mutatis mutandis to the number and content of class shares.

Article 8-4 (Number and Content of Class Shares ③)

1.Class 3 shares issued by the Company shall be non-voting dividend preferred convertible shares (referred to as "class shares" in this article), and their total number shall not exceed a quarter of the total number of issued and outstanding shares.
2.Class shares may be converted as chosen by the Company or at the shareholders’ request as stated in the following
1. (1)The number of shares issued as a result of the conversion shall be the same as it was prior to the conversion.
2. (2)The period for conversion or application for conversion shall be set by a resolution of the Board of Directors at the time of issuance between one (1) year and ten (10) years from the date of issuance. In the event of failure to exercise the conversion right within the said period, it shall be deemed that the shares have been converted on the last day of the period.
3. (3)The shares issued as a result of the conversion shall be ordinary shares.
4. (4)Conversion of class shares and reasons for application for conversion shall be determined by a resolution of the Board of Directors at the time of issuance.
3.Article 8-2 (2) through (6), (8), and (9) shall apply mutatis mutandis to the number and content of class shares.

Article 8-5 (Number and Content of Class Shares ④)

1.Class 4 shares issued by the Company shall be non-voting dividend preferred redeemable shares (referred to as "class shares" in this article), and their total number shall not exceed a quarter of the total number of issued and outstanding shares.
2.Article 8-2 (2) through (6) shall apply mutatis mutandis to the number and content of class shares.
3.Class shares may be redeemed as chosen by the Company, as stated in the following.
1. (1)The price of the redemption of shares shall be an accumulation of issue price and additional value determined within the scope not exceeding annual 9% of issuance price, where additional value shall be determined by the Board of Directors taking into account the dividend rate, market situation and various issues concerning issuance of class shares upon its issuance. Where the Company intends to set the price of the redemption of shares as readjustable, the Board of Directors shall make clear such intention and/or reason for the readjustment and set the record date/method of readjustment.
2. (2)The redemption period shall be determined by a resolution of the Board of Directors within the duration set forth in Article 8-2 (7). However, if any of the following causes occur despite the expiration of the redemption period, the redemption period will be extended until the cause is resolved.
  1. a.When redemption is not completed within the redemption period.
  2. b.When preferred dividends are not completed.
3. (3)Class shares may be redeemed at a time or by instalments. In case of redemption by instalments, however, the Company may determine the shares to be redeemed by lot or proportional distribution, and any fractional shares resulting from the proportional distribution shall not be redeemed.
4. (4)No later than two (2) weeks prior to the date of acquisition of the redeemable shares, the Company shall separately notify the particulars of the said redemption to the shareholders of the redeemable shares and to the interest-holders stated in the register of shareholders.
4.Shareholders may request redemption from the Company as stated in the following.
1. (1)The price of the redemption of shares shall be an accumulation of issue price and additional value determined within the scope not exceeding annual 9% of issuance price, where additional value shall be determined by the Board of Directors taking into account the dividend rate, market situation and various issues concerning issuance of class shares upon its issuance. Where the Company intends to set the price of the redemption of shares as readjustable, the Board of Directors shall make clear such intention and/or reason for the readjustment and set the record date/method of readjustment.
2. (2)The redemption request period shall be determined by a resolution of the Board of Directors within the duration set forth in Article 8-2 (7). However, if any of the following causes occur despite the expiration of the redemption request period, the redemption request period will be extended until the cause is resolved
  1. a.When redemption is not completed within the period
  2. b.When preferred dividends are not completed.
3. (3)Shareholders may ask for either partial or full redemption. Where the distributable profits are insufficient to cover the dividend payout at the time of the request for redemption, the Company may determine the shares to be redeemed by lot or proportional distribution, and any fractional shares resulting from the proportional distribution shall not be redeemed.
4. (4)Shareholders requesting redemption shall notify the Company of their intention to redeem and the shares to be redeemed at least two (2) weeks prior to the date set for the redemption.

Article 9 (Electronic Registration of the Rights to be Indicated on Shares or on Preemptive Right Certificates)

Instead of issuing share certificates or preemptive right certificates, the Company shall electronically register the rights to be indicated on shares or preemptive right certificates on the electronic register of the electronic registry.

Article 10 (Preemptive Rights)

1.Upon issuing new shares, the shareholders of the Company shall be entitled to the right to receive the allotment of new shares in proportion to their respective shareholdings.
2.Notwithstanding the above paragraph (1), new shares may be allocated to persons other than shareholders
1. (1)If the Company issues new shares in the form of a shareholder-preferred public offering
2. (2)If the Company allocates new shares preferentially to members of the Employee Stock Ownership Association in accordance with Article 165-7 of the Financial Investment Services and Capital Markets Act
3. (3)If the Company issues new shares through the exercise of stock options in accordance with Articles 340-2 and 542-3 of the Commercial Act
4. (4)If the Company issues new shares to the extent of 20% of the total number of issued and outstanding shares by public offering
5. (5)If the Company issues new shares to domestic and foreign financial institutions or institutional investors to the extent of 20% of the total number of issued and outstanding shares for the purpose of raising funds
6. (6)If the Company issues new shares to the other party to the extent of 20% of the total number of issued and outstanding shares for business-important technology introduction, research and development, production/sales/capital partnership
7. (7)If the Company issues new shares to the extent of 20% of the total number of issued and outstanding shares
8. (8)If the Company issues new shares to domestic/foreign corporations as necessary for management.
3.If shares are not subscribed as a result of the 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.

Article 10-2 (Stock Options)

1.The Company may grant stock options to its employees and directors (including employees and directors of the relevant companies as set forth in Article 9 of the Enforcement Decree of the Commercial Act; the same shall apply for the purpose of this Article) by a special resolution of the general meeting of shareholders to the extent of 15% of the total number of issued and outstanding shares; provided that the Company may grant stock options to its employees and directors by a resolution of the Board of Directors to the extent of 3% of the total number of issued and outstanding shares. The persons to whom stock options may be granted are the employees and directors who have contributed or have the capacity to contribute to the establishment, management, technical innovation, etc., of the Company; provided that those who fall under any of the following subparagraphs shall be excluded
1. (1)The Company’s largest shareholder and any specially related person(s) (referring to the specially related person(s) under the provisions of Article 542-8 (2) 5 of the Commercial Act; hereinafter the same shall apply)
2. (2)The Company’s major shareholder(s) (referring to the major shareholder(s) under the provisions of Article 542-8 (2) 6 of the Commercial Act; hereinafter the same shall apply) and any specially related person(s); or
3. (3)A person who becomes a principal shareholder of the Company as a result of exercising his/her stock options.
2.The shares to be issued to the employees and directors 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 that are the basis for such calculation) shall be ordinary shares in registered form.
3.The price per share for exercising a stock option shall exceed a price falling under any of the following subparagraphs. The same shall be applied to the case where the exercise price is adjusted after stock options are granted.
4.The price per share for exercising a stock option shall exceed a price falling under any of the following subparagraphs. The same shall be applied to the case where the exercise price is adjusted after stock options are granted.
1. (1)In cases of issuing new shares, the higher of the following prices
  1. a.Substantial price as of the date of granting the stock option
  2. b.Face value of relevant shares
2. (2)In cases of transferring the treasury shares, their substantial price as of the date of granting the stock option
6.Stock options may be exercised within five (5) years from the date after two (2) years have elapsed from the date of the general meeting of shareholders at which a resolution to grant such stock options was granted
7.The person to whom a stock option is granted should serve the Company for at least two (2) years after the date of the resolution under paragraph (1)
8.Article 10-3 hereof shall apply mutatis mutandis in respect of the dividends on the new shares issued upon exercise of stock options.
9.The Company may cancel the grant of stock options by a resolution of the Board of Directors in any of the following cases
1. (1)In case the relevant employee and director voluntarily retires from his/her office or leaves the Company following the grant of stock options
2. (2)In case the relevant employee and director causes substantial damages to the Company as a result of wilful misconduct or negligence
3. (3)In case the stock options may not be exercised due to the Company’s bankruptcy or dissolution; or
4. (4)In case any of the causes for cancellation set forth in the stock option agreement occur.

Article 10-3 (Record Date for Calculation of Dividends for 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 business year immediately preceding the business year during which such new shares were actually issued; provided that, with respect to the interim dividends on the shares issued in connection with a rights issue, bonus issue, or stock dividends after the interim record date stipulated in Article 42 (3), such new shares shall be deemed to have been issued on the day immediately following the interim record date.

Article 11 (Transfer Agent)

1.The Company shall appoint a transfer agent
2.The transfer agent, the location of its services, and the scope of its operation are to be determined by the Board of Directors.
3.The Company shall keep the register of shareholders, or a duplicate thereof, at the transfer agent's office and allow the transfer agent to handle the electronic register of shares, the register of shareholders, and any other shares-related matters.
4.The procedure for dealing with the matters mentioned in paragraph (3) shall be subject to the relevant regulation determined by the transfer agent.

Article 12

Article 13 (Closure of Register of Shareholders and Record Date)

1.The Company shall suspend the entry of any alteration in the register of shareholders from the 1st day until the 31st of January of each year.
2.The Company shall allow the shareholders who are entered into the shareholder register on 31 December of each year to exercise their voting rights and allow those shareholders or registered pledgees to receive dividends.
3.In cases where the Company convenes an extraordinary general meeting of shareholders or where deemed otherwise necessary, the Company may, by resolution of the Board of Directors, set the record date or suspend any entry of a change of holders in the register of shareholders for a certain period not exceeding three (3) months by giving at least two (2) weeks' prior public notice; provided that if the Board of Directors deems it necessary, the Company may suspend any entry of a change of holders in the register of shareholders and set the record date at the same time.

Chapter III Bonds

Article 14 (Issuance of Convertible Bonds)

1.For the achievement of the Company's operational objectives, the Company may issue convertible bonds by a resolution of the Board of Directors to other persons than shareholders within the scope of the sum of par values of the bonds not exceeding 200 billion won when falling under one of the following
1. (1)If the Company issues convertible bonds in the form of a public offering or shareholder-preferred public offering
2. (2)If the company issues convertible bonds to domestic and foreign financial institutions or institutional investors in order to raise funds
3. (3)If the Company issues convertible bonds to the other party for business-important technology introduction, research and development, production/sales/capital partnership
4. (4)If the Company issues convertible bonds to domestic/foreign corporations as necessary for management
2.With convertible bonds under paragraph (1), the Board of Directors may issue the bonds under the condition of granting the right to convert only part of the bonds.
3.The shares to be issued upon conversion shall be ordinary shares, and 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 the issuance of the relevant convertible bonds.
4.The period for application for conversion shall commence on the date immediately following the issuance date of the convertible bonds and end on the date immediately preceding the redemption date thereof. However, the Board of Directors may, by resolution, extend the period for applying for conversion within the above period.
5.Article 10-3 hereof shall apply mutatis mutandis in respect of the dividends on the shares issued upon conversion and the payment of interest on such convertible bonds.

Article 15 (Issuance of Bonds with Warrants)

1.The company may, for the achievement of the company's operational objectives, issue bonds with warrants by a resolution of the Board of Directors to other persons than shareholders within the scope of the sum of the par values of the bonds not exceeding 200 billion won when falling under one of the following
1. (1)If the Company issues bonds with warrants in the form of a public offering or shareholder-preferred public offering
2. (2)If the Company issues bonds with warrants to domestic and foreign financial institutions or institutional investors in order to raise funds
3. (3)If the Company issues bonds with warrants to the other party for business-important technology introduction, research and development, production/sales/capital partnership
4. (4)If the Company issues bonds with warrants to domestic/foreign corporations as necessary for management. The sum of par values of new shares that may be subscribed for by the holders of warrants shall be determined by the Board of Directors, but shall not exceed the sum of par values of the bonds with warrants.
2.The shares to be issued upon exercise of warrants shall be ordinary shares, and the issuance price shall be not less than the par value of the shares as determined by the Board of Directors at the time of the issuance of the relevant bonds with warrants
3.The period during which the warrant holder may exercise his/her right to subscribe for new shares shall commence on the date immediately following the issuance date of the bonds and end on the date immediately preceding the redemption date thereof. However, the Board or Directors may adjust the exercise period of warrants within the above period by resolution.
4.Article 10-3 hereof shall apply mutatis mutandis in respect of the dividends on the shares issued upon any exercise of warrants.

Article 15-2 (Electronic Registration of the Rights to be indicated on Bonds or Preemptive Right Certificates)

1.Instead of issuing bond certificates or preemptive right certificates, the Company shall electronically register the rights to be indicated on bonds or preemptive right certificates on the electronic register of the electronic registry.

Article 16 (Applicable Provisions Concerning Issuance of Bonds)

The provisions of Article 11 hereof shall apply mutatis mutandis to the issuance of bonds.

Chapter IV General Meeting of Shareholders

Article 17 (Convocation of General Meetings and Place for Convocation)

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 business year, and extraordinary general meetings of shareholders shall be convened when necessary by the resolution of the Board of Directors and other statutes.
3.The general meeting of shareholders shall be convened in Seoul, as well as at the head office or a place nearby.

Article 18 (Persons Authorized to Convene)

1.Unless otherwise provided for in statutes, 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.
2.If the representative director is unable to perform his/her duty, the provision of Article 31 (2) shall apply mutatis mutandis.

Article 19 (Notice and Public Notice of Convening of General Meeting)

1.When convening a general meeting of shareholders, a written or electronic notice thereof setting forth the time, date, place, and agenda of the meeting shall be sent to the shareholders at least two (2) weeks prior to the date of such meeting.
2.The written notice to shareholders holding not more than 1%of the total number of issued and outstanding shares with voting rights stated in the provisions of paragraph (1) above may be replaced by public notices made at least twice in the Korea Economic Daily and the Maeil Business Newspaper, published in Seoul two (2) weeks prior to the meeting, or through a disclosure at the Data Analysis, Retrieval, and Transfer System operated by the Financial Supervisory Service or the Korea Exchange. The public notice of a meeting shall announce that the general meeting will be held and shall include the agenda of the meeting
3.When the Company publicly announces or gives a notice of the convocation of a general meeting of shareholders in accordance with paragraphs (1) and (2), it shall publicly announce or give a notice of matters for reference in the management of the Company stipulated in related laws and regulations, such as the Commercial Act. However, if the Company posts such matters on the online company website and keeps them at the head office and branches of the Company, the transfer agent company, the Financial Supervisory Commission, and the Korea Exchange, it shall replace notice or public notice thereof

Article 20 (Chairperson)

1.The representative director shall serve as chairperson of the general meeting of shareholders; provided that if there are more than one (1) representative director, the Board of Directors shall elect the chairperson of the general meeting of shareholders.
2.If the representative director is unable to perform his/her duty, the provision of Article 31 (2) shall apply mutatis mutandis.

Article 21 (Chairperson's Authority to Maintain Order)

The chairperson of a general meeting of shareholders may order any person who intentionally speaks or behaves obstructively or who disturbs the proceedings of the meeting to stop or retract a speech or to leave the place of the meeting, and such person shall comply with his/her order.

Article 22 (Voting Right and Voting by Proxy)

1.Every shareholder shall have one (1) vote per share.
2.A shareholder may cause a proxy to exercise his/her voting rights.
3.The proxy shall submit a document proving his/her power of representation (power of attorney) at a general meeting of shareholders before the opening of the general meeting.

Article 23 (Limitation on Voting Rights of Cross-Held Shares)

If the Company or its parent company and its subsidiary, or its subsidiary holds shares exceeding 10% of the total number of issued and outstanding shares of another company, the shares of the Company held by such other company shall not have voting rights.

Article 24 (Exercise of Voting Rights in Disunity)

1.If a shareholder who has at least two (2) votes wishes to exercise them in disunity, such shareholder shall notify the Company in writing of his/her intention to do so and the grounds therefor three (3) days prior to the date set for a general meeting of shareholders.
2.The Company may reject the exercise of a vote in disunity by a shareholder, unless he/she has accepted a trust of shares or he/she holds the shares on behalf of another person.

Article 25 (Methods of Adopting Resolutions)

Unless otherwise provided for by statutes, resolutions shall be adopted at a general meeting of shareholders by the affirmative votes of a majority of the voting rights of shareholders present thereat and representing at least a quarter of the total number of issued and outstanding shares.

Article 26 (Minutes of General Meeting)

A summary of the proceedings of the meeting and the outcomes therefrom shall be recorded in minutes, which shall be kept at the head office and branches after the chairperson and all directors present at the meeting have signed, sealed, or affixed their signatures thereto.

Chapter V Directors, Board of Directors and Auditors

Article 27 (Number of Directors and Auditors)

1.The Company shall have at least three (3) directors.
2.The Company shall appoint at least one (1) auditor, with at least one (1) working full-time.

Article 28 (Appointment and Term of Office of Directors and Auditors)

1.Directors and auditors shall be appointed at the general meeting of shareholders. Proposals for the appointment of directors and auditors shall be resolved separately.
2.The appointment of directors shall be adopted at a general meeting of shareholders by affirmative votes of a majority of the voting rights of shareholders present thereat and representing at least a quarter of the total number of issued and outstanding shares, and Article 382-2 of the Commercial Act shall not apply to the Company. However, no shareholder who holds more than 3% of the total number of issued and outstanding shares, exclusive of non-voting shares, shall exercise his/her voting rights in respect of such excess shares beyond the above limit, in the appointment of auditors.
3.The term of office of a director shall be two (2) years. However, if the term of office of the directors expires after the end of the final period for the settlement of accounts but before the ordinary general meeting of shareholders regarding the period for the settlement of accounts, the term of office shall be extended until the closing of the general meeting.
4.The term of office of an auditor shall be until the closing of the ordinary general meeting of shareholders regarding the final period for the settlement of accounts within three (3) years after his/her inauguration.

Article 29 (Vacancies)

1.When vacancies arise in the office of directors or auditors, the appointment of directors or auditors shall be executed at a general meeting of shareholders; provided that the foregoing shall not apply if the vacancy does not violate a statutory number of directors or auditors or impair business performance.
2.In cases where the number of outside directors does not meet the number specified in Article 27 of the Articles of Incorporation due to any cause, such as the resignation or death of any outside director, outside directors shall be appointed at the first general meeting of shareholders convened after such cause has occurred to satisfy the requirements.

Article 30 (Appointment of Representative Director and Others)

The Company may appoint a number of chairman, vice chairman, president, vice president, executive director and managing director by election of directors at the Board of Directors.

Article 31 (Duties of Representative Director and Others)

1.The representative director shall execute matters decided by the Board of Directors and shall control all affairs of the Company.
2.The vice chairman, the president, the vice president, the executive directors, the managing directors, and the directors shall assist the representative director and perform their respective duties as determined by the Board of Directors. In the event that 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 the representative director.

Article 31-2 (Directors' Duty of Reporting)

If a director finds any fact that is likely to inflict a substantial loss on the Company, he/she shall immediately report such fact to its auditors.

Article 32 (Duties of Auditors)

1.Auditors shall audit the accounting and affairs of the Company.
2.Auditors shall be entitled to attend a meeting of the Board of Directors and state their opinion.
3.Auditors may request the Board of Directors convene an extraordinary general meeting by submitting a written request stating the agenda and the reason for convening such a meeting.
4.Auditors may request the Company’s subsidiary report on the business operation if it is deemed necessary for the performance of their duties. In such a case, if the subsidiary fails to immediately report the business operation or if it is deemed necessary to check for performance, the auditors may investigate the status of the assets and affairs of the subsidiary.

Article 33 (Audit Records)

Auditors shall prepare an audit record with a summary of the audit process and the outcomes thereof, and the auditor(s) who conducted the audit shall affix his/her name and seal or signature.

Article 34 (Convocation of Board of Directors' Meetings and Chairperson)

1.The Board of Directors of the Company shall consist of directors. The Board of Directors shall resolve all important matters relating to the affairs of the Company, except for matters stipulated in statutes or the Articles of Incorporation, as resolutions at the general meeting of shareholders.
2.Meetings of the Board of Directors shall be convened by the representative director, and the date shall be set and notified to each director; provided that such notice may be omitted with the consent of all directors. The chairperson of the Board of Directors shall be the representative director. In the event that there is more than one (1) representative director or if 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 the representative director.

Article 35 (Methods of Resolution by Board of Directors)

1.A resolution of the Board of Directors shall be adopted in the presence of a majority of directors in office by the affirmative votes of a majority of directors present at the meeting; provided that a resolution of the Board of Directors on matters regarding Article 397-2 (Prohibition of Appropriation of Company's Opportunities and Assets) and Article 398 (Transactions between Directors, etc., and Company) of the Commercial Act, not less than two-thirds (2/3) of the directors shall exercise affirmative votes.
2.The Board of Directors may allow all or some of the directors to take part in the adoption of a resolution without presence in person at the meeting by means of a remote communications system that enables all directors' simultaneous transmission and receipt of sounds. In such cases, the relevant directors shall be deemed present at the meeting.

Article 35-2 (Liability Release to Company)

1.By resolution of the general meeting of shareholders, the Company may absolve a director or auditor under Article 399 of the Commercial Act from liability with respect to the amount exceeding six (6) times (in cases of outside directors, three (3) times) his/her remuneration (including bonuses and the profit from the exercise of stock options) for the last one (1) year prior to the date of the act or misconduct by the director or auditor.
2.The provisions of paragraph (1) shall not apply where the director or auditor has incurred any loss or damage by intention or gross negligence and he/she falls under Article 397 (Prohibition of Competition), 397-2 (Prohibition of Appropriation of Company's Opportunities and Assets), or 398 (Transactions between Directors, etc., and Company).

Article 36 (Minutes of Board of Directors' Meeting)

The Board of Directors shall keep minutes of its meetings at the head office of the Company, which shall be executed or sealed by the chairperson, the directors, and the auditors in attendance at such meetings.

Article 36-2 (Committees)

1.The Company shall have committees within the Board of Directors as described below.
1. (1)Management committee
2.The composition, authority, operation, and other details pertaining to each committee shall be determined by the resolution of the Board of Directors.
3.The provisions of Articles 34, 35, and 36 shall apply mutatis mutandis with respect to committees.

Article 37 (Remuneration for Directors and Auditors)

1.The amount of remuneration to be received by directors and auditors shall be determined by a resolution of a general meeting of shareholders. Proposals on remuneration of directors and auditors shall be separately resolved.
2.Severance pay for directors shall be paid in accordance with the Rules on Severance Pay for executives and others adopted by resolution at the general meeting of shareholders.

Article 38 (Advisors)

A resolution of the Board of Directors may appoint a number of advisors to the Company.

Chapter VI Accounting

Article 39 (Business Year)

The business year of the Company shall be from 1 January to 31 December.

Article 40 (Preparation and Maintenance of Financial Statements)

1.The representative director of the Company shall prepare the following documents to be submitted to the ordinary general meeting of shareholders, together with supplementary schedules and business reports, and have such documents audited by the auditors no later than six (6) weeks before the convening date of the ordinary general meeting of shareholders
1. (1)Balance sheets
2. (2)Income statements
3. (3)Other documents prescribed by the Enforcement Decree of the Commercial Act, indicating the financial status and management performance of the Company
2.If the Company is required to prepare a consolidated financial statement pursuant to the Enforcement Decree of the Commercial Act, the documents under paragraph (1) above shall include a consolidated financial statement.
3.The auditors shall submit an audit report to the representative director at least one (1) week prior to the date of an ordinary general meeting of shareholders.
4.Notwithstanding paragraph (1) above, the Board of Directors may approve by resolution if each of the following conditions is satisfied
1. (1)If an external auditor provides a favourable opinion that each document in paragraph (1) accurately represents the financial status and management performance of the Company; and
2. (2)If all of the auditors agree unanimously
5.If the Board of Directors approves pursuant to paragraph (4), the representative director shall report the content of each document in paragraph (1) to the general meeting of shareholders.
6.The representative director of the Company shall keep the documents referred to in paragraph (1), together with the business reports and audit reports, at the head office for five (5) years from one (1) week prior to the date of the ordinary general meeting of shareholders, and their certified copies at branches for three (3) years
7.Upon the approval of the documents referred to in paragraph (1) at the general meeting of shareholders or the Board of Directors under paragraph (4), the representative director of the Company shall disclose in public, without delay, the balance sheet and the opinion of the external auditor.

Article 41 (Disposition of Profits)

The Company shall dispose of the unappropriated retained earnings of each business year as follows.

1.Earned surplus reserves
2.Other statutory reserves
3.Dividends
4.Voluntary reserves
5.Other dispositions of earned surplus.

However, other dispositions may be made by resolution of the general meeting of shareholders

Article 41-2 (Retirement of Shares)

1.The Company may, by resolution of the Board of Directors, retire its shares to distribute profits to shareholders
2.In order to retire the shares pursuant to paragraph (1) above, the Board of Directors shall adopt the following resolutions
1. (1)Types and the total number of shares to be retired
2. (2)The total amount of shares to be acquired for retirement; and
3. (3)Acquisition period for the shares; in this case, the acquisition period shall be before the first ordinary general meeting of shareholders to be held after the resolution of such retirement by the Board of Directors
3.If shares are acquired for the purpose of retirement pursuant to paragraph (1), matters concerning the acquisition shall be subject to the relevant statutes
4.When the shares are retired pursuant to paragraph (1), the matters referred to in each subparagraph of paragraph (2) and the purport of the retirement shall be reported to the first ordinary general meeting of shareholders to be held after the resolution of such retirement

Article 42 (Dividends)

1.Dividends may be paid in cash or shares. However, stock dividends may be made in an amount equivalent to the total amount of dividends.
2.In the case of stock dividends, if the Company has several classes of issued shares, the stock dividend distribution may be made in shares of different classes by a resolution of the general meetings of shareholders.
3.The Company may, by the resolution of the Board of Directors, distribute in cash the dividends as of the record date (30 June of each business year); provided that such payment shall be limited to once per business year.
4.Dividends mentioned in paragraphs (1) and (3) shall be paid to the shareholders entered in or the pledgees registered in the register of shareholders of the Company as of the last day of each business year or the record date for interim dividends.

Article 43 (Statute of Limitations for a Claim for Payment of Dividends)

1.The statute of limitations for a claim for payment of dividends shall expire, if it is not exercised for five (5) years..
2.The dividends with respect to which the statute of limitations has expired shall become vested in the Company.
3.The unpaid dividend shall not accrue interest.

Addenda

Article 1 (Bylaws and Detailed Rules)

Bylaws and detailed rules necessary for business promotion and management of the Company shall be determined and implemented by the Board of Directors.

Article 2 (Matters Not Specified in These Articles of Incorporation)

Matters not specified in these Articles of Incorporation shall comply with the Commercial Act, other laws or regulations, and resolutions of the general meeting of shareholders.

Article 3 (Enforcement Date)

1.These Articles of Incorporation shall enter into force on 5 October 1967
- Amended on 1 Nov. 1969
- Amended on 29 Nov. 1969
- Amended on 1 Dec. 1969
- Amended on 23 Jul. 1970
- Amended on 2 Oct. 1971
- Amended on 28 Dec. 1971
- Amended on 30 Oct. 1972
- Amended on 30 Mar. 1974
- Amended on 16 Feb. 1977
- Amended on 13 Dec. 1977
- Amended on 28 Dec. 1977
- Amended on 20 Feb. 1978
- Amended on 5 Jun. 1978
- Amended on 26 Feb. 1979
- Amended on 26 Feb. 1980
- Amended on 26 Feb. 1981
- Amended on 26 Feb. 1982
- Amended on 28 May 1982
- Amended on 26 May 1984
- Amended on 28 May 1985
- Amended on 28 May 1986
- Amended on 9 Jun. 1988
- Amended on 26 May 1989
- Amended on 29 May 1990
- Amended on 28 Feb. 1994
- Amended on 28 Feb. 1995
- Amended on 29 Feb. 1996
- Amended on 28 Feb. 1997
- Amended on 13 Mar. 1998
- Amended on 12 Mar. 1999
- Amended on 16 Mar. 2001
- Amended on 15 Mar. 2002
- Amended on 14 Mar. 2003
- Amended on 3 Sept. 2004
- Amended on 12 Mar. 2010
- Amended on 18 Mar. 2011
- Amended on 16 Mar. 2012
- Amended on 20 Mar. 2015
- Amended on 27 Mar. 2019
2.These Articles of Incorporation shall enter into force on 27 March 2019. However, the amended provisions of Articles 9, 11, 12, 15-2, and 16 shall enter into force on 16 September 2019, the effective date the Enforcement Decree of the Act on Electronic Registration of Stocks, Bonds, etc. enters into force.

GC establishes the basic principles of company operations in its Articles of Incorporation,
and implements and operates major matters such as convocation of general meetings of shareholders, shareholder rights, and resolutions of the Board of Directors according to the Articles of Incorporation.
For more information, please use the "Download Articles of Incorporation" menu.

Major Agenda and Resolutions at the General Meetings of Shareholders

Major Agenda and Resolutions at the General Meetings of Shareholders
Date of Meeting	Agenda	Approval/Rejection	Number of Shares with Voting Rights	Number of Shares Attended	Approval Rate
The 56th ordinary general meeting of shareholders (March 29, 2022)	Proposal No. 1 - Approval of the 56th financial statements (including the statements of appropriation of retained earnings) and the consolidated financial statements	Approved	44,934,190	32,450,708	98.55%
	Proposal No. 2 - Amendments of part of the Articles of Incorporation	Approved			87.97%
	Proposal No. 3 - Appointment of Director (Outside director candidate Kim Seokhwa)	Approved			97.81%
	Proposal No. 4 - Approval of the limit for Directors' remuneration	Approved			88.36%
	Proposal No. 5 - Approval of the limit for Auditors' remuneration	Approved			98.37%
The 55th ordinary general meeting of shareholders (March 25, 2021)	Proposal No. 1 - Approval of the 55th financial statements (including the statements of appropriation of retained earnings) and the consolidated financial statements	Approved	44,934,190	32,724,521	98.88%
	Proposal No. 2-1 - Appointment of Director (Inside director candidate Heo Ilseop)	Approved			98.77%
	Proposal No. 2-2 - Appointment of Director (Inside director candidate Park Yongtae)	Approved			98.50%
	Proposal No. 2-3 - Appointment of Director (Inside director candidate Heo Yongjun)	Approved			98.90%
	Proposal No. 3 - Appointment of Auditor (Auditor candidate Kim Sangseop)	Approved	20,677,487	8,467,789	98.70%
	Proposal No. 4 - Approval of the limit for Directors' remuneration	Approved	44,934,190	32,724,521	93.62%
	Proposal No. 5 - Approval of the limit for Auditors' remuneration	Approved	44,934,190	32,724,521	99.58%
The 54th ordinary general meeting of shareholders (March 25, 2020)	Proposal No. 1 - Approval of the 54th financial statements (including the statements of appropriation of retained earnings) and the consolidated financial statements	Approved	44,934,190	32,643,897	98.86%
	Proposal No. 2 - Appointment of Director (Director candidate Kim Seokhwa)	Approved			99.93%
	Proposal No. 3 - Approval of the limit for Directors' remuneration	Approved			94.33%
	Proposal No. 4 - Approval of the limit for Auditors' remuneration	Approved			99.54%

Dividend Information

Dividend Information
Classification	2017	2018	2019	2020	2021
Total Dividends	KRW 13.6 billion	KRW 11.4 billion	KRW 14.8 billion	KRW 27.7 billion	KRW 18.2 billion
Dividends per Share	KRW 300	KRW 250	KRW 325	KRW 500	KRW 400
Dividend Payout Ratio	66.2%	58.2%	52.6%	45.1%	50.9%
Dividend Yield	0.8%	1.0%	1.5%	1.4%	1.5%

Board of Directors (BOD)

Board of Directors (BOD)
Classification	Name	Major Career	Appointment Date	Expiration Date
Inside Director	Heo Ilseop	Bachelor of Business Administration, Seoul National University Master of Business Administration, Indiana University Graduate School Doctor of Business Administration, Graduate School of Houston chairperson and CEO, GC Corp. (present)	March 29, 2023	March 29, 2025
Inside Director	Park Yongtae	Metal Engineering, Hanyang University Vice chairperson, GC Corp. (present)	March 29, 2023	March 29, 2025
Inside Director	Heo Yongjun	Earth System Science, Yonsei University MBA, University of Wisconsin CEO, GC Corp. (present)	March 29, 2023	March 29, 2025
Outside Director	Kim Seokhwa	College of Medicine, Seoul National University Former Professor of the College of Medicine, Seoul National University Former Director of Seoul National University Children's Hospital Professor of Plastic Surgery at CHA Bundang Medical Center of CHA University (present)	March 29, 2022	March 29, 2024

BOD Activities

BOD Activities
Round	Date of Meeting	Proposals	Approval	Remarks
1	February 14, 2022	1. Approval of financial statements and business reports 2. Convening of an ordinary general meeting of shareholders 3. Determination of the agenda of the ordinary general meeting of shareholders 4. Appointment of the chairperson of the ordinary general meeting of shareholders ※ Reports 1. Report on the operation of the internal accounting management system 2. Evaluation report on the operation of the internal management system	Approved Approved Approved Approved - -	- - - - - -
2	March 29, 2022	1. Appointment of the Chairperson of the BOD 2. Conclusion of the long-term Framework Agreement	Approved Approved	- -
3	April 19, 2022	1. Participation in the capital increase for consideration of overseas affiliates 2. Guarantee of an obligation for overseas affiliates	Approved Approved	- -
4	May 19, 2022	1. Amendments of the Regulations of the BOD ※ Reports 1. Appointment of the chairperson of the BOD 2. Conclusion of the long-term Framework Agreement ① Report on ESG management progress ② Results of the acquisition of US CDMO business ③ Digital healthcare business in North America ④ Introduction to an in-house hospital (Dr. GC)	Approved - -	- - -
5	July 22, 2022	※ Reports 1. Business performance report for the first half of 2022 2. Report on major management issues 3. Report on ESG management progress: "GC Sustainability Management Report 2022" published	- - -	- - -

Outside Director: Kim Seokhwa (Attendance rate: 100%)

Management Committee Activities

Management Committee Activities
Round	Date of Meeting	Proposals	Approval	Remarks
1	January 7, 2022	1. Sale of owned shares (VUNO)	Approved	-

Green Cross Holdings Board of Directors Regulations Green Cross Holdings Management Committee Regulations