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M&A NOTIFICATION GUIDELINES

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M&A Notification Guidelines

Enacted by Economic Planning Board Notification No. 44 May 13, 1981

Amended by Economic Planning Board Notification No. 61 January 6, 1983

Amended by Economic Planning Board Notification No. 87-9 May 22, 1987

Amended by Fair Trade Commission Notification No. 90-5 May 26, 1990

Amended by Fair Trade Commission Notification No. 1993-9 April 10, 1993

Amended by Fair Trade Commission Notification No. 1997-20 April 7, 1997

Amended by Fair Trade Commission Notification No. 1998-6 June 15, 1998

Amended by Fair Trade Commission Notification No. 1999-3 April 15, 1999

Amended by Fair Trade Commission Notification No. 2001-11 July 24, 2001

Amended by Fair Trade Commission Notification No. 2003-1 May 2, 2003

Amended by Fair Trade Commission Notification No. 2005-5 March 23, 2005

We hereby designate this amended M&A Notification Guidelines in accordance with Article 12 of the Monopoly Regulation and Fair Trade Act (hereinafter, the "Act") and Article 18 of its Enforcement Decree (hereinafter, the "Decree").

April 1, 2005

Korea Fair Trade Commission

M&A Notification Guidelines

I. Purpose

These guidelines seek to specify the principles of notification of business combination including the notification procedures, notification forms, documents to be submitted together with the notification forms, etc., pursuant to Article 12 - 2 -

(M&A Notification) of the Act and Article 18 (M&A Notification, Etc.) of the Decree.

II. Categorization of Business Combinations Subject to Notification

1. Business combinations subject to Notification shall be categorized into business combinations subject to ordinary notification (hereinafter, "Subject of Ordinary Notification") and business combinations subject to simplified notification (hereinafter, "Subject of Simplified Notification").

2. Business combinations falling into one of the following categories shall be subjects of Simplified Notification:

A. When the company subject to notifying a business combination and its counterpart in the business combination are Specially Related Persons of each other (excluding parties to the business combination who participate with the common goal of gaining managerial control);

B.

C. Engaging in interlocking directorate with less than 1/3 of the total number of officers in the counterpart company of the business combination; provided that interlocking directorate with the representative director shall be excluded. D. Engaging in the establishment of a private equity fund operator pursuant to Article 144-2 of the Indirect Investment Asset Management Business Act (hereinafter referred to as "Management Business Act").

E. Combining special-purpose companies pursuant to Subparagraph 5 Article 2 of the Asset-backed Securitization Act

F. Participating in the establishment of a ship investment company pursuant to the Ship Investment Company Act

3. In the case of Simplified Notification, the Notification form by type of business combination as set forth in III of this Guidelines shall be submitted together with Attached form 6; provided that notification may be filed online at the website of the Fair Trade Commission.

III. Business Combination Notification Guideline

1. Notification of the acquisition or ownership of shares A. A company or its Specially Related Person other than the company (pertaining to an individual, a non-profit corporation, or an organization; the same shall apply - 3 -

hereinafter) "owning more than 20% [more than 15% for companies listed on the stock exchange or registered in KOSDAQ (Korea Securities Dealer Automated Quotation)] of the total number of stocks issued by another company" under Subparagraph 1 Paragraph 1 Article 12 of the Act and "becoming the largest shareholder by additionally acquiring shares of the company after serving a notice of the combination of enterprises as per the provision of Subparagraph 1" under Subparagraph 2 shall submit to the Fair Trade Commission a notification form as set forth in Exhibit 1 together with the relevant documents; if the Fair Trade Commission decides that a business combination as notified pursuant to Subparagraph 1 creates a controlling relationship, however, no such notice shall be served pursuant to Subparagraph 2. B. "Becoming to own not less than 20%15% for the corporations listed on the stock market exchange or registered in the KOSDAQof the total number of stocks" under Subparagraph 1 Paragraph 1 Article 12 of the Act means an increase in the shareholding ratio due to forfeited shares generated by paid-in capital increase, due to a donation of shares without compensation, or for any other reasons. C. In the case of notification under Subparagraph 1 Paragraph 1 Article 12 of the Act, the Initial Date for Notification Obligation shall be the date on which the total shareholding ratio exceeds 20% [15% for the corporations listed on the stock market exchange or registered in the KOSDAQ]

D. In the case of notification under Subparagraph 2 Paragraph 1 Article 12 of the Act, the Initial Date for Notification Obligation shall be the date on which a company becomes the largest shareholder by acquiring shares. E. "Delivery" as set forth in Subparagraph 1(a) Paragraph 8 Article 18 (M&A Notification, Etc.) of the Decree shall include easy delivery under Article 188 (Effect of Assignment of Real Rights to Movables, Easy Delivery) and change in possession under Article 189 (Change in Possession) of the Civil Act and transfer of the right to a claim to return the premises under Article 190 (Transfer of the Right to a Claim to Return the Premises) of the Civil Act as well as delivery. F. When the contents of the interlocking directorate after the acquisition or ownership of shares are the same as the content of the notice served pursuant to Subparagraph 1 and 2 Paragraph 1 Article 12 (M&A Notification) of the Act, a notice of interlocking directorate under Subparagraph 3 Paragraph 1 Article 12 of the Act shall not be served.

G. A private equity fund operator (also referred to as "PEF," which includes those established or located overseas) owning shares of another company pursuant to Subparagraph 1 or 2 Paragraph 2 Article 144 of the Management Business Act should submit documents related to the current investment status (investee and business type and investment rate, etc.), investment rates of partners with unlimited and - 4 -

limited liability and their business types, etc. In this case, the summary of assets and turnover pursuant to Paragraph 2 Article 12 of the Act shall include the investing and controlling company and a partner with unlimited liability and its affiliates. If a PEF engages in interlocking directorate in another company (including the case wherein a partner of a PEF engages in interlocking directorate) and participates in establishing a new company and serves a notice of M&A in accordance with Subparagraph 3 or 5 Paragraph 1 Article 12 of the Act, the aforesaid principle shall apply.

H. "Stock ownership" in Paragraph 7 Article 12 (M&A Notification) of the Act shall be deemed effective when the share certificate is delivered or share purchase payment is made, including cases wherein the voting rights and rights to other stocks are actually transferred by agreement or contract prior to receiving the share certificate or making share purchase payment.

2. Notification of interlocking directorate of a large-scale company. A. When "an officer of a company concurrently holds the position of officer of another company" as set forth in Subparagraph 3 Paragraph 1 Article 12 of the Act, the company which caused the relevant officer or employee to hold the position in another company shall submit a notification, as set forth in the Attached form 2 to the Fair Trade Commission, together with relevant documents.

B. When only a natural person is to be changed without the change in the number of or in the position of directorate, the fact of such change is not subject to notification.

3. Notification of the merger of companies A. A company " merged into another company" as specified in Subparagraph 3 Paragraph 1 Article 7 (Limitations in Business Combination) of the Act should submit the notification form shown in Exhibit 3 along with related documents. If notification is made pursuant to Paragraph 6 Article 12 of the Act, the surviving company (in the case of a merge) or the new company (in the case of establishment of a new company) shall execute the notification. If notification is made pursuant to the Addendum of Paragraph 6 Article 12 of the Act, however, the surviving company (in the case of a merge) or both the surviving company and the combining company (in the case of establishment of a new company) shall execute the notification.

B. The spin-off or merging of businesses pursuant to Article 530-2 - 5 -

(Split/Spin-off and Merge of Companies) of the Commercial Act shall be governed by A. above.

4. Notification of the transfer of business of a company A. When a company intends to "take over or lease the whole or a substantial part of the business or undertake the management of another company, or take over the whole or a substantial part of the fixed operating assets of another company" as set forth in Subparagraph 4 Paragraph 1 Article 7 of the Act, the company shall submit a notification as set forth in the Attached form 4 to the Fair Trade Commission, together with relevant documents.

B. "Business" in Subparagraph 4 Paragraph 1 Article 7 of the Act means combined property rights of the company which are organized for the business purpose and which function as an organic entity. This includes intangible property rights such as sales rights (including sales-related organizations, manpower, contractual relations involving agencies), patent rights and trademarks, as well as others which are associated with licenses and authorizations and have property values. C. "Substantial part" in Subparagraph 4 Paragraph 1 Article 7 (Limitations in Business Combination) of the Act means that the transferred or leased parts may be operated as an independent business unit, or transfer or lease may result in a significant reduction in the turnover of the transferred company, and that the amount of transfer is more than 10% of the total amount of assets in the balance sheet of the transferred company as of the last day of the immediately preceding business year or more than KRW 5 billion. When acquiring liabilities with regard to the operations acquisition amount apart from the acquiring payment for the operations, however, the liability amount shall be included in the acquisition. The same principle with regard to the operations acquisition amount shall apply when renting all or a major part of the operations or undertaking management.

D. "Undertaking of the management of another company" in Subparagraph 4 Paragraph 1 Article 7 of the Act means the acting of undertaker as the person executing managerial rights through the signing of contracts which entrust management between the acquired company and transferred company, etc.

E. "Performing the business transfer agreement" as referred to in Paragraph 7 Article 12 (M&A Notification) of the Act means delivery or transfer in the case of movable property, registration in the case of real estate, and registration when such is required for trademark, etc.

5. Notification of the acquisition of the shares of newly established company A. A company or its specially related person other than the company - 6 -

"acquiring 20% or more of the shares of a new company to be established" as per Subparagraph 5 Paragraph 1 Article 12 (M&A Notification) of the Act shall submit to the Fair Trade Commission a notice as set forth in Attached Form 5 together with related documents.

B. When the contents of the shareholding ratio or interlocking directorate after the incorporation of a company are the same as those of the notice of participation in the establishment of a company as served pursuant to Subparagraph 5 Paragraph 1 Article 12 (M&A Notification) of the Act, a notice of the acquisition of shares or interlocking directorate after the incorporation under Subparagraph 1 and 3 Paragraph 1 Article 12 of the Act shall not be served.

C. If the notifying company as the largest contributor and a certain partner participating in establishing the company fall under Paragraph 1~3 Article 18 of the Decree, all participating companies should be included in the notice as partners regardless of whether the other participants meet the aforesaid requirement.

D. If there are 2 or more largest contributors deemed liable to execute notification, each of them shall execute the notification individually and at the same time. Note, however, that one of the liable contributors designated as the notification agent may execute the notification by submitting proof of its designation.

E. When participating in a PEF pursuant to Article 144-2 of the Management Business Act, the largest contributor among partners with unlimited liability as defined in Paragraph 1 Article 144-3 of the same Act (the contribution made by a partner with limited liability as defined in Paragraph 1 Article 144-3 of the same Act shall be excluded; other provisions remain the same) shall execute the notification. Note, however, that the largest contributor may have the notification executed through the executing partner as defined in Article 144-10 of the same Act as the M&A notification agent. If there are 2 or more largest contributors, the provision of D. above shall apply.

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F. The standards that apply to a foreign company's local turnover as defined in Paragraph 3 Article 18 of the Decree shall continue to apply only to the case wherein the newly established company is a foreign company (entity whose principal office is located overseas or entity established pursuant to a foreign law). The same provision shall not apply when both companies to be combined are foreign companies and a foreign company is combined into a newly established company that is a local entity. G. "Acquiring shares" as cited in Paragraph 7 Article 12 (M&A Notification) of the Act refers to the payment of the price of the allotted shares.

IV. Business Combination including Foreign Company

1. The size of each domestic turnover of the acquiring and the acquired companies respectively under Paragraph 3 Article 18 of the Decree includes that of companies remaining as affiliates before and after the completion of the business combination. For the takeover business under Subparagraph 4 Paragraph 1 Article 7 (Limitations in Business Combination) of the Act, however, the domestic turnover of affiliates is not included in the domestic turnover of the acquired company.

2. In applying Subparagraph 1 Paragraph 1 Article 12 (M&A Notification) of the Act, the acquired company as a foreign company owning less than 20% of the total number of stocks excluding non-voting shares under the provision of the related law of its own country is exempted from the notification obligation.

3. "Affiliate" in Paragraph 2 Article 12 of the Act shall be determined considering Subparagraph 2~3 Article 2 (Definitions) of the Act and Article 3 and 3-2 of the Decree. In the absence of documents, any company required to draw the consolidated financial statements is an affiliate.

4. When converting the unit in the financial statements of a foreign company into Korean Won, the exchange rate as of the closing date of the immediately preceding business year when the relevant business combination took place is - 8 -

applied to the total assets, and the average exchange rate of the immediately preceding business year, to turnover (the same applies to the local turnover). V. Filing Request for Voluntary Pre-Merger Review Request for a pre-merger review pursuant to Paragraph (8) Article 12 of the Act shall be filed submitting the related notification form by the types of business combination set forth III of this guidelines, together with relevant documents. VI. Filing Request for Designation and Change of the Representative for Notifying Business Combinations

A person who has been designated as the Representative for Notifying Combination of Enterprises pursuant to Paragraph (10) Article 12 of the Act or Paragraph 1 Article 19 of the Decree, or who wishes to change the designated Representative for Notifying Business Combinations shall submit the application set forth in the Attached form 7 to Fair Trade Commission; provided that in the case of changing the already designated Representative for Notifying Business Combinations, the application shall be submitted together with a document stating the reason therefore.

. Review Period

Any rescission and amendment with regard to these Guidelines shall be made based on the changes in statutes and circumstances after these Guidelines are announced as per the Regulations on the Issuance and Management of Directives and Established Rules (Presidential Directive No. 248) until August 20, 2012.

ADDENDUM

This Guidelines shall take effect on April 1, 2005. The proviso under 3 of II shall enter into force on April 1, 2006. Addendum

These Guidelines shall take effect as of the date of their - 9 -

announcement.

Addendum

These Guidelines shall take effect as of the date of their announcement.

Addendum

These Guidelines shall take effect as of August 21, 2009.


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