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LPL » Topics » CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS

This excerpt taken from the LPL 20-F filed Jun 23, 2009.

CHAPTER III. GENERAL MEETINGS OF SHAREHOLDERS

 

Article 16. (Time for convening of General Meetings of Shareholders)

 

  (1) General Meetings of the Shareholders of the Company shall be of two kinds: ordinary and extraordinary.

 

  (2) Ordinary General Meetings of Shareholders shall be held within three (3) months after the end of each fiscal year and Extraordinary General Meetings of Shareholders may be convened whenever deemed necessary.

 

Article 17. (Convening of General Meetings of Shareholders)

 

  (1) Unless otherwise provided for in the relevant laws and regulations, a General Meeting of Shareholders shall be convened by the Company’s Representative Director pursuant to a resolution of the Board of Directors. However, if the Company has Joint Representative Directors, a General Meeting of Shareholders shall be convened jointly by the Joint Representative Directors; provided that, in the absence of a Joint Representative Director, the other Joint Representative Director shall convene the meeting, and provided, further, that, in the absence of both Joint Representative Directors, a Director who is responsible pursuant to the order of priority as determined by the Board of Directors, shall convene the meeting.

 

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  (2) A General Meeting of Shareholders may be held at the head office of the Company, Paju plant or at any other place as designated by the Board of Directors.

 

  (3) A notice for convening a General Meeting of Shareholders, which sets forth the time, date, place and agenda of the meeting, shall be sent to each shareholder, either in a written or an electronic form, at least two (2) weeks prior to the date of the meeting.

 

  (4) A notice to shareholders holding not more than one percent of the total number of issued and outstanding shares with voting rights may be replaced by public notices, either in a written or an electronic form, made at least twice in the “Maeil Business Newspaper” and “The Chosun Ilbo”, both published in Seoul, two weeks prior to the meeting. The public notice of a meeting shall include the statement that the General Meeting will be held and the venue and date and the agenda of the meeting.

 

Article 18. (Chairman of Meeting)

The Representative Director or a Director designated by the Representative Director shall serve as Chairman of the General Meeting of Shareholders. If the Company has Joint Representative Directors, the Chief Executive Officer and Joint Representative Director or a Director designated by the Chief Executive Officer and Joint Representative Director shall serve as Chairman of the General Meeting of Shareholders; provided that, in the absence of such Directors, other Directors shall act as Chairman in accordance with the order of Directors fixed by the Board of Directors.

 

Article 18-2. (Maintenance of Order by the 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 efficient progress in the proceeding of the meeting.

 

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Article 19. (Method of Resolution)

Except as otherwise provided in the applicable laws and the Articles of Incorporation of the Company, all resolutions of a General Meeting of Shareholders shall be adopted by the affirmative votes of the majority of shareholders present at the meeting; provided that, such votes shall represent at least one fourth ( 1/4) of total number of issued and outstanding shares of the Company.

 

Article 20. (Exercise of Voting Rights)

 

  (1) Each share shall have one (1) voting right.

 

  (2) A shareholder may exercise his/her vote through a proxy. In this case, the proxy holder shall file with the Company document evidencing authority to act as a proxy no later than the beginning of the General Meeting of Shareholders.

 

  (3) The Company shall not adopt the cumulative voting system provided under Article 382-2 of the Commercial Code.

 

Article 21. (Restrictions on the Exercise of Voting Rights by Cross Ownership)

If the Company, its parent company and subsidiaries, or any of its subsidiaries hold shares exceeding one-tenth ( 1/10) of the total number of issued shares of another company, such other company may not exercise any voting rights with respect to the shares of the Company which it holds.

 

Article 22. (Split Exercise of Votes)

 

  (1) A shareholder, holding two (2) or more votes, who wishes to split his/her votes, shall notify the Company to that effect and the reasons thereof by writing no later than the third day preceding the date set for the General Meeting of Shareholders.

 

  (2) The Company may refuse to allow the shareholder to split his/her votes unless the shareholder acquired the shares in trust or otherwise holds the shares for and on behalf of some other person.

 

Article 23. (Minutes of the Meeting)

The substance of the course of the proceedings of the General Meeting of Shareholders and the results thereof shall be recorded in the minutes and shall be kept at the head office and branches of the Company, after being affixed with the names and seal impressions or signatures of the chairman of the General Meeting of Shareholders as well as the Directors present.

 

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Article 24. [Deleted]
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