The 14th AGM Material

March 2014 Doosan Infracore

Table of Contents Ⅰ. Notice of the 14th AGM Ⅱ. Proxy Summary 1.Report matters

- Audit report - Business report - Transactions with major shareholders and interested parties.

2.Approval matters

- Agenda item #1: Approval of Financial Statements for the 14th fiscal year (January 1, 2013 ~ December 31, 2013)

- Agenda item #2: Amendment of Articles of Incorporation

- Agenda item #3: Approval for the Appointment of Audit Committee Members

- Agenda item #4: Approval for the Remuneration Ceiling for the Directors

- Agenda item #5: Approval for Stock Option Grant (Special Resolution)

- Agenda item #6: Approval for Split of Company

Ⅰ. Notice of the 14th AGM Dear Shareholders of Doosan Infracore, Notice is hereby given that the 2014 annual meeting of shareholders (the “AGM”) of Doosan Infracore Ltd. will be held on Friday, March 21, 2014 at 9:00 a.m. Korea Standard Time, at the Incheon Metropolitan City Seo-Gu Facilities Management Corporation Arts Center, located at 190, Seodal-ro, Seo-gu, Incheon, Korea. Notice of the 14th Annual General Meeting of Shareholders Date: March 21th, 2014 Time: 9:00 a.m. Korea Standard Time Place: Incheon Metropolitan City Seo-Gu Facilities Management Corporation Arts Center

(190, Seodal-ro, Seo-gu, Incheon, Korea) Record Date: December 31, 2013. Only common shareholders of record at the close of business

on the record date are entitled to receive notice of, and to vote at, the Annual General Shareholder Meeting.

Items of AMG: 1. To approve, the Financial Statements for the 14th fiscal year (January 1, 2013 ~ December 31, 2013) 2. To approve, Amendment of Articles of Incorporation 3. To approve, the Appointment of a Audit Committee Member 4. To approve, the Remuneration Ceiling for the Directors 5. To approve, Stock Option Grant (Special Resolution) 6. To approve, Split of Company

[ Specifics in Appointing Directors/Outside Directors/Members of Audit Committee]

□ Sai Ree Yun

o Date of Birth: November 20, 1953

o Length of Term: 1 year

* First Appointment as Members of Audit Committee: Yes

o Career:

Education

’86 University of California, J.D.

’82 Harvard Law School, LL.M.

’80 Seoul National Univ., LL.M.

Work Experience

‘97 ~ Present Partner, Yulchon LLC

’12 ~ Present Outside Director, SK Hynix Inc.

’89 ~ ’97 Partner, Yoon & Partners

’86 ~ ’89 Associate, Baker & Mckenzie (New York/Chicago)

’83 ~ ’84 Associate, Lee & Ko

’80 ~ ’82 Public prosecutor, Busan District Prosecutor’s Office

’78 Passed the 20th National Judicial Examination

o Nationality: Republic of Korea

Ⅱ. Proxy Summary 1.Report matters - Audit report - Business report - Transactions with major shareholders and interested parties. 2.Approval matters Agenda 1 - Approval of Financial Statements for the 14th fiscal year (January 1, 2013 ~ December 31, 2013)

Agenda 2 - Amendment of Articles of Incorporation Comparison Table

Current Amendment Note

Article 8 Classes of Shares The shares to be issued by the

Company shall be common shares and

preferred shares, both in registered

form.

Article 8 Classes of Shares (1) The shares to be issued by the

Company shall be common shares and

different classes of shares, both in

registered form. (2) The different classes of shares to be

issued by the Company shall be

preferred shares in connection with

dividends of profits, shares with

restricted or no voting rights,

redeemable shares, convertible shares

and shares with a combination of some

or all of the above.

Amended to reflect the classes of

shares prescribed in the Commercial

Code.

Article 9 Number and Contents of

Preferred Shares (1) Preferred shares to be issued by the

Company shall not have voting rights,

and such shares shall be issued up to

the limit as permissible under the

applicable provisions of the relevant

laws and regulations and within the

limits of 50% of the total issued and

outstanding shares. (Omitted) (4) In the event that a resolution of not

paying preferred dividends prescribed

herein has been passed at a meeting of

shareholders of the Company against

the preferred dividends prescribed

herein, preferred shareholders shall be

granted voting rights from the opening

Article 9 Preferred Dividend Shares (1) The Company may issue preferred

shares in connection with dividends of

profits (“Preferred Shares”). (Omitted) (4) (Deleted) (4) (paragraph number changed) (5) (paragraph number changed)

Amended to reflect the classes of

shares prescribed in the Commercial

Code.

date of the meeting of shareholders

immediately following such meeting of

shareholders until the closing date of

the meeting of shareholders at which a

resolution is passed in favor of

payment of the preferred dividends. (5) (Omitted) (6) (Omitted) Article 9-2 Convertible Shares (1) The Company may issue

convertible shares, which can be

converted into any other classes of

shares, by a resolution of the Board of

Directors. (Omitted) (3) The condition of conversion,

number and content of shares to be

issued as a result of conversion shall be

decided by a resolution of the Board of

Directors. (4) The period in which holders of

convertible shares are entitled to make

a request for conversion shall be

determined by a resolution of the

Board of Directors at the time of

issuance within the period of ten (10)

years. (Rest Omitted)

Article 9-2 Convertible Shares (1) The Company may issue different

classes of shares, which can be

converted into any other classes of

shares by the shareholder or Company

(“Convertible Shares”), by a resolution

of the Board of Directors. (Omitted) (3) When the Company is entitled to

make a request for conversion, the

condition of conversion, number and

content of shares to be issued as a

result of conversion shall be decided

by a resolution of the Board of

Directors at the time of issuance of the

shares. (4) The period in which holders of

convertible shares or the Company are

entitled to make a request for

conversion shall be determined by a

resolution of the Board of Directors at

the time of issuance within the period

of ten (10) years. (Rest Omitted)

Amended to include the Company’s

right to make a request for conversion

as prescribed in the Commercial Code.

Article 9-3 Redeemable Shares (1) When issuing any preferred shares

with preferential right to dividend, the

Article 9-3 Redeemable Shares (1) When issuing any different classes

of shares, the Company may decide

Amended to reflect the classes of

shares prescribed in the Commercial

Code.

Company may decide through a

resolution of the Board of Directors to

issue such shares as redeemable shares,

which may be cancelled as being

favorable to the Company’s interest,

according to the relevant shareholder’s

request of redemption or the

Company’s selection. (2) (Omitted) However, in case the

Company issues any preferred shares

with adjustable redemption price, the

contents, reason, standard date and

method of such adjustment shall be

decided by a resolution of the Board of

Directors upon issuance of such

preferred shares. (Rest Omitted)

through a resolution of the Board of

Directors to issue such shares as

redeemable shares (“Redeemable

shares”), which may be cancelled as

being favorable to the Company’s

interest, according to the relevant

shareholder’s request of redemption or

the Company’s selection. (2) (Omitted) However, in case the

Company issues any Redeemable

Shares with adjustable redemption

price, the contents, reason, standard

date and method of such adjustment

shall be decided by a resolution of the

Board of Directors upon issuance of

such preferred shares. (Rest Omitted)

(New Article) Article 9-4 Shares without Voting

Rights (1) The Company may issue different

classes of shares without voting rights,

and such shares shall be issued up to

the limit as permissible under the

applicable provisions of the relevant

laws and regulations and within the

limits of 50% of the total issued and

outstanding shares. (2) When issuing preferred shares as

shares without voting rights as

prescribed in the previous paragraph,

and a resolution of not paying preferred

dividends to the preferred shares has

been passed at a meeting of

shareholders of the Company against

the preferred dividends prescribed

Amended to reflect the classes of

shares prescribed in the Commercial

Code.

herein, preferred shareholders shall be

granted voting rights from the opening

date of the meeting of shareholders

immediately following such meeting of

shareholders until the closing date of

the meeting of shareholders at which a

resolution is passed in favor of

payment of the preferred dividends. Article 11 Preemptive Rights (Omitted) (2) Notwithstanding the provision of

subsection (1) above, the new shares

may be issued to any third person(s)

other than the Company’s existing

shareholders, if the Company: (Omitted) 5. Issues new shares to domestic and

overseas financial institutions,

affiliated companies or overseas joint

venture companies, for the purpose of

raising funds urgently, improving

financing structure, inducing

technology and for other managerial

reasons, to the extent that the number

of such new shares does not exceed

50/100 of the total number of issued

and outstanding shares; (Rest Omitted)

Article 11 Preemptive Rights (Omitted) (2) Notwithstanding the provision of

subsection (1) above, the new shares

may be issued to any third person(s)

other than the Company’s existing

shareholders, if the Company: (Omitted) 5. Issues new shares to domestic and

foreign financial institutions, affiliated

companies, domestic and foreign joint

venture companies, investors in kind or

other investors, etc., for the purpose of

raising funds urgently, improving

financing structure, inducing

technology and for other managerial

reasons, to the extent that the number

of such new shares does not exceed

50/100 of the total number of issued

and outstanding shares; (Rest Omitted)

Amended to introduce investment

opportunities to new investors.

Article 19 Issuance of Convertible

Bonds (1) The Company may issue

convertible bonds to any person(s)

other than the Company’s shareholders

by a resolution of the Board of

Directors to the extent that their

aggregate par value does not exceed

600 billion Won, if such convertible

bonds are issued: (Omitted) 3. If the Company issues convertible

bonds to one of its business partners in

order to acquire a certain technology; 4. If the Company issues convertible

bonds to domestic and overseas

financial institutions, for the purpose of

raising funds urgently, improving

financing structure and for other

managerial reasons; or 5. (Omitted) (Omitted) (3) In regard to the shares to be issued

as a result of conversion of such bonds,

300 billion Won of the total amount of

the face value shall be of common

shares and preferred shares

respectively, and the applicable

conversion price shall be equal to or

higher than the par value per share of

such new shares, as determined by the

Board of Directors at the time of

issuance of such bonds. (Rest Omitted)

Article 19 Issuance of Convertible

Bonds (1) The Company may issue

convertible bonds to any person(s)

other than the Company’s shareholders

by a resolution of the Board of

Directors to the extent that their

aggregate par value does not exceed

600 billion Won, if such convertible

bonds are issued: (Omitted) 3. If the Company issues convertible

bonds to domestic and foreign financial

institutions, affiliated companies,

domestic and foreign joint venture

companies or other investors, etc., for

the purpose of raising funds urgently,

improving financing structure,

acquiring a certain technology and

other managerial reasons; or 4. (paragraph number changed) (Omitted) (3) The shares to be issued as a result

of conversion of such bonds shall be

common shares or different classes of

shares as prescribed herein, and the

applicable conversion price shall be

equal to or higher than the par value

per share of such new shares, as

determined by the Board of Directors

at the time of issuance of such bonds. (Rest Omitted)

Amended to introduce investment

opportunities to new investors and

reflect the classes of shares prescribed

in the Commercial Code.

Article 19-2 Issuance of

Bonds with Warrant (1) The Company may issue bonds

with warrant to any person(s) other

than the Company’s shareholders by a

resolution of the Board of Directors to

the extent that their aggregate par value

does not exceed 600 billion Won, if

such bonds with warrant are issued: (Omitted) 3. If the Company issues bonds with

warrant to one of its business partners

in order to acquire a certain

technology; 4. If the Company issues bonds with

warrant to domestic and overseas

financial institutions, for the purpose of

raising funds urgently, improving

financing structure and for other

managerial reasons; or 5. (Omitted) (Omitted) (3) In regard to the shares to be issued

as a result of the exercise of such

warrant, 300 billion Won of the total

amount of the face value shall be of

common shares and preferred shares

respectively, and the issue price thereof

shall be equal to or higher than the par

value per share of such new shares, as

determined by the Board of Directors

at the time of issuance thereof. (Omitted) (5) As for payment of dividends on the

new shares to be issued as a result of

Article 19-2 Issuance of

Bonds with Warrant (1) The Company may issue bonds

with warrant to any person(s) other

than the Company’s shareholders by a

resolution of the Board of Directors to

the extent that their aggregate par value

does not exceed 600 billion Won, if

such bonds with warrant are issued: (Omitted) 3. If the Company issues bonds with

warrant to domestic and foreign

financial institutions, affiliated

companies, domestic and foreign joint

venture companies or other investors,

etc., for the purpose of raising funds

urgently, improving financing

structure, acquiring a certain

technology and other managerial

reasons; or 4. (paragraph number changed) (Omitted) (3) The shares to be issued as a result

of the exercise of such warrant shall be

common shares or different classes of

shares as prescribed herein, and the

issue price thereof shall be equal to or

higher than the par value per share of

such new shares, as determined by the

Board of Directors at the time of

issuance thereof. (Omitted) (5) As for payment of dividends on the

new shares to be issued as a result of

the exercise of such warrant hereunder,

Amended to introduce investment

opportunities to new investors and

reflect the classes of shares prescribed

in the Commercial Code.

the exercise of such warrant hereunder,

the provisions of Article 14 hereof

shall apply mutatis mutandis.

the provisions of Article 14 hereof

shall apply mutatis mutandis.

Supplementary Provision

1.(Effective date) These Articles of

Incorporation shall come into effect on

April 15, 2012

Supplementary Provision

1.(Effective date) These Articles of

Incorporation shall come into effect on

March 21, 2014

Amended to designate the effective

date of the Articles of Incorporation.

Agenda 3 - Approval for the Appointment of Audit Committee Members

- Term of Office : The term of office of an outside director shall expire upon the closing of the ordinary general shareholders' meeting convened in respect of the last period for the settlement of accounts within three years after his inauguration (‘12.3.30). Agenda 4 - Approval for the Remuneration Ceiling for the Directors ㆍRemuneration Ceiling in the14th Year (2013) : KRW 15 billion

ㆍActual Amount Paid in the14th Year (2013) : KRW 3.2 billion* ☞ Remuneration Ceiling (Plan) for the Directors in the 15th Year (2014) : KRW 15 billion

Agenda 5 - Approval for Stock Option Grant (Special Resolution)

- Type of Share : Registered common share

- No. of Grantees : SC.Kang & 71 others

- Shares to be Granted : 334,100 (figure will be confirmed the day before the meeting) - Exercise Price : KRW 13,150 (VWAP, price will be confirmed the day before the

meeting) ※Pricing Method: Highest value among the market value (previous close), VWAP, par value (face value)

- Grant Criteria : Grant stock option by the 4-grade system based on individual

evaluation results

- - Issuing : BOD will decide among issuing new shares/treasury stock/issuing

treasury shares or cash for the difference between the exercise price and market value

- Exercise Period & Conditions : ① Options vest three years from the date of the grant, and option holders have an additional seven years from the vesting date to exercise them. Option holders have to stay in current position for more than two years to exercise options. ② However, if the option holder dies or reaches retirement age within two years from the date of the grant ① is not applied. In this case, option holder has to exercise options within three months from the start of the exercise period. In case of death, the option can be exercised by the legal heirs of the option holder in the year of the death. ③ If the option holder’s employment is terminated after three years from the date of the grant, the option has to be exercised within 3 months from the date of employment termination.

- Adjustment : Conditions above was calculated on Feb. 27 to devise

the agenda resolution for the 14th General Meeting of Shareholders. Therefore, the number of grantees, shares to be granted, exercise price may be adjusted at the day before the meeting. Additional adjustments (change in price or number of shares due to paid-in capital increase, dividends, capital transfer, post-stock split, or consolidation) will be made according to BOD resolution.

Other Issues

- Issues that cannot be decided at BOD will be resolved in accordance with related law, regulations or stock option agreements - The representative director is delegated with full authority to sign the stock option agreement Schedule - 3. 20(Thursday) : Decide price and number of shares to be granted - 3. 21(Friday) : Submit agenda to general meeting of shareholders for consideration - 3. 24(Monday) ~ 4. 30(Wednesday) : Sign agreement Agenda 6 - Approval for Split of Company

THE SPLIT PLAN

Pursuant to Article 530-2 to 530-12 of the Commercial Act, Doosan Infracore (hereinafter referred to as the “Company” or

“Surviving Company”) shall incorporate a new company (hereinafter referred to as the “NewCo”) through a simple vertical

split as below:

1. Basic Matters of Split

A. Objective of split

(1) Among the businesses carried out by the Company, the holding company business (the “Split Business”) of controlling

and managing Doosan Infracore International, Inc. and Doosan Holdings Europe Ltd., which engage in the business of

manufacturing and selling compact construction equipment mainly in NA and Europe, shall be split to form the NewCo. The

Company shall conduct the remaining businesses other than the Split Business.

(2) The segregation of the business aims to enhance efficiency of management and form a basis of the responsible

management system, thereby ultimately maximizing the company’s and shareholders’ value.

B. Method of split

(1) Under Article 530-2 to 530-12 of the Commercial Act, among the businesses conducted by the Company, the holding

company business relating to manufacturing and sales of compact construction equipment mainly in NA and Europe as seen

below (hereinafter referred to as “Split Business”) will be divided to form the NewCo. The Company shall be divided

through a simple vertical split pursuant to which the Company will acquire the total number of shares to be issued by the

NewCo. After the split, the Company will survive as a listed company in the securities market and the NewCo will be a non-

listed company.

<Details of Split>

Classification Company Name Business Area

The company to be split

(Surviving Company)

Doosan Infracore Co., Ltd. All areas of business excluding the business to be transferred

to the NewCo

NewCo (Tentatively) Doosan Infracore

Bobcat Holdings Co., Ltd.

Holding company business controlling and managing all

businesses, including manufacturing and sales of compact

construction equipments mainly in NA and Europe, by

possessing equity interests in Doosan Infracore International,

Inc. and Doosan Holdings Europe Ltd.

Note) The trade name of the NewCo can be changed at the general shareholders’ meeting to be held for the approval of the

split plan or at the inaugural general meeting of the shareholders of the NewCo.

(2) The date of split is slated for April 23rd, 2014. However, the date is subject to change based on the resolution of the

Board of Directors of the Company.

(3) Under Article 530-3, Paragraph 1 of the Commercial Act, the split shall be decided through a special resolution of the

general shareholders’ meeting. Under Article 530-9, Paragraph 2 of the Commercial Act, the NewCo shall bear only

liabilities (including responsibilities) to be transferred to the NewCo among the liabilities of the Company existing prior to

the split and shall not be jointly and severally liable for any other liabilities (including responsibilities) of the Company

existing prior to the split which are not to be transferred to the NewCo. Further, the Company shall bear only liabilities

(including responsibilities) which are not transferred to the NewCo among the liabilities of the Company existing prior to the

split and shall not be jointly and severally liable for liabilities (including responsibilities) transferred to the NewCo. In

addition, under Article 530-9 and 527-5, the Company shall give a public notice for creditors’ objection filing and send

notices to known creditors. The objection period shall be not less than one month to ensure that the creditors are protected.

(4) In principle, any and all assets, liabilities, rights and obligations (including those legally recognizable under public law)

and properties having value (including, but not limited to, permits and licenses, employment relationship, contracts and

lawsuits) relating to the Split Business shall be distributed to the NewCo and those relating to the business other than the

Split Business shall be distributed to the Company, respectively.

(5) In principle, the assets, debts, and capital of the NewCo shall be determined by distributing all the assets, contracts, rights,

responsibilities and obligations of the Split Business of the Company to the NewCo and the amount of assets, debts, and

capital shall be determined in overall consideration of the future operation and investment plans of the NewCo.

(6) With respect to (i) claims (including contingent claims and all other claims of any kind) acquired after the date of split as

a result of any acts or facts occurred prior to the date of split with regard to the business of the Company; (ii) liabilities

(including contingent liabilities, lawsuits and all other liabilities of any kind) occurred or fixed after the date of split; or (iii)

all claims and liabilities that have been already acquired, incurred, or fixed prior to the date of split but failed to be reflected

in the split plan due to failure to recognize such claims and liabilities or under other circumstances, they shall be distributed

to the Company or the NewCo depending on the cause or to which business the asset belongs. If to which the asset belongs

is uncertain, they will be distributed to the Company and the NewCo, respectively, according to the ratio of the net asset at

the time of split.

C. Timeline for split

The detailed timeline for the split is as below:

Classification Date

Resolution by BOD Feb. 28, 2014

Current report submission Feb. 28, 2014

Date for determination of shareholders’ registry Dec. 31, 2013

Date of general shareholders’ meeting for approval of split plan Mar. 21, 2014

Date of public notice for creditors’ objection filing Mar. 21, 2014

Close of objection filing Apr. 21, 2014

Date of split Apr. 23, 2014

General shareholders’ meeting for split report & inaugural meeting Apr. 23, 2014

Date of scheduled registration of split Apr. 25, 2014

Classification Date

other Delivery of notice and public announcement for

the convocation of general shareholders’

meeting

Mar. 6, 2014

Period of creditors’ objection filing March 22, 2014 ~ April 21, 2014

(Note 1) The schedule above may be amended or modified, in part, depending on any changes of business activities,

applicable laws and regulations, and discussions with the relevant authorities.

(Note 2) The general shareholders’ meeting for the split report can be replaced by a resolution and public notice by the BOD.

D. Matters concerning allotment of new shares

The present split is performed through a simple vertical split, wherein the total number of issued shares of the NewCo shall

be entirely allotted to the Company.

E. Matters concerning the NewCo after split

(1) Trade name, method of split, objectives, location of principal office, method of public notice, accounting period, etc.

Classification Detail

Trade Name Korean (Tentatively) 두산인프라코어밥캣홀딩스 주식회사

English (Tentatively) Doosan Infracore Bobcat Holdings Co., Ltd.

Method of split Simple Vertical split

Objectives of business 【Annex3】 Refer to the articles of incorporation of the NewCo

Location of principal office Doosan Tower, 275, Jangchungdan-Ro, Jung-Gu, Seoul, Korea

Method of public notice Public notices shall be given by publication in Hankook Economic Daily, a

newspaper published in Seoul.

Accounting period From Jan. 1 to Dec. 31 of each year

(Note) Details of the split, such as the trade name and method of public notice, may be amended or modified at the general

shareholders’ meeting for the approval of the split plan or at the inaugural meeting of the NewCo within the scope that such

change does not affect the inherent nature of the split plan.

(2) The total number of shares to be issued and par value shares/non-par value shares

Classification Detail

Total number of shares to be issued 400,000,000 shares

Par value shares/non-par value shares Par value shares (KRW 5,000 per share)

(3) The total number and type of shares to be issued at the time of split and the number of shares by type

Classification Detail

Total number of shares to be issued 10,000 shares

Type of shares to be issued and number of shares by type 10,000 common shares in registered form

(4) Amount to be paid to the shareholders of the NewCo

Not applicable since the present split is a simple vertical split.

(5) Matters concerning allotment of shares to the shareholder of the NewCo

The present split is performed through a simple vertical split, wherein the total number of shares to be issued at the time of

establishment of the NewCo shall be entirely allotted to the Company.

(6) Capital and reserve of the NewCo

Classification Amount

Capital KRW 50,000,000

Reserve (paid-in capital in excess of par value) KRW 2,601,536,690,587

(Note) The amount above is subject to change on the date of split and shall be confirmed upon review by a certified public

accountant after the assets to be transferred are confirmed on the date of split.

(7) Matters concerning the officers of the NewCo

Classification Name DOB Major profile Remark

Representative

director

Scott

Sungchull

Park

Mar. 1965 Current) Doosan Infracore, DICE NA/EMEA/DIPP,

President

Former) Volvo Construction Equipment, Global CIO

& Process & Systems V.P

Univ. of California, Master of International relations

Standing

Representative

director

Jongseon

Kim

Nov. 1966 Current) Doosan Infracore, DICE NA/EMEA/DIPP,

Senior V.P.

Former) Samil Accounting firm, CPA

Ohio Univ., Master of Business Administration

Standing

Director Okyoo Lee Feb. 1958 Current) Doosan Infracore, Finance & Administration

division, President

Former) Doosan Co., Administration division,

Executive V.P.

Korea Univ., Bachelor of Business Administration

Non-standing

Director Hochul Lee Jan. 1965 Current) Doosan Infracore, Corporate Center,

Executive V.P.

Former) Doosan Infracore, Corporate Finance Center,

Senior V.P.

Korea Univ., Bachelor of Statistics

Non-standing

Director Sanghyun

Park

Feb. 1966 Current) Doosan Infracore, Corporate Finance Center,

Senior V.P.

Yonsei Univ., Bachelor of Business Administration

Duke Univ., MBA

Non-standing

Auditor Kyyong Oct. 1968 Current) Doosan Infracore, Accounting, V.P.

Former) Doosan Co., Holdco division, Compliance

Non-standing

Classification Name DOB Major profile Remark

Cha Accounting Audit, V.P.

Yonsei Univ., Bachelor of Business Administration

(Note) Tenure of the directors and auditors above shall commence from the registration date of the split of the NewCo.

(8) Other matters to be mentioned in the articles of incorporation of the NewCo

The articles of incorporation (“AOI”) of the NewCo is attached hereto as 【Annex 3】. However, the contents of the AOI

can be revised by a resolution of the BOD of the Company before sending or publicly announcing a notice of convocation of

the shareholders’ meeting for the split plan approval. The main revisions made through the resolution shall be notified with

the convocation notification of the shareholders’ meeting or public notice for the split plan approval.

(9) Method of incorporation of the NewCo

In incorporating the NewCo, the capital of the NewCo shall be composed of only the assets segregated from the Company,

and no new shareholders will be solicited.

2. Details of Split

A. Matters concerning the business of the NewCo

The NewCo is a holding company having an objective to acquire substantial control over Doosan Infracore International, Inc.

and Doosan Holdings Europe Ltd., by owning equity interests (voting rights) therein.

B. Assets and Liabilities to be transferred through the split and the value thereof

(1) As described in the split plan, the Company shall transfer to the NewCo any and all assets, liabilities, rights and

obligations (including those legally recognizable under public law), and properties having value (including, without

limitation, license and permits, employment relationship, contracts and lawsuits) relating to the Split Business, unless any of

those is prohibited from being transferred by laws or from the nature thereof.

(2) Assets to be transferred as a result of the split shall be in accordance with 【Annex 1】 Split Balance Sheet and

【Annex 2】List of Assets and Liabilities to be Transferred, both as of December 31, 2013; provided, that in case any

subsequent increase or decrease of assets occurs prior to the date of split (April 23, 2014), such change shall be reflected

accordingly into the Split Balance Sheet and the List of Assets and Liabilities to be Transferred.

(3) The per-item final value of the assets and liabilities to be transferred under the Paragraph above shall be finally

confirmed after a review by a certified public accountant.

(4) From December 31, 2013 to the date of split, if (i) there are changes to assets and liabilities of the Split Business as a

result of the operational or financial activities of the Split Business; (ii) it is discovered that any assets or liabilities have been

missed or misrepresented in the List of Assets and Liabilities to be Transferred, or (iii) otherwise, there is any change to

assets and liabilities, amendments can be made to correct or add such changes. Any alteration as a result thereof shall be

added into or subtracted from the Split Balance Sheet and the List of Assets and Liabilities to be transferred.

(5) Any and all intellectual property rights such as patents, utility models, designs, trademarks, service marks (including

registrations and applications, and any and all rights and obligations related thereto) owned by the Company in and out of

Korea before the date of split pertaining to the Split Business shall vest in the NewCo and those pertaining to the business

other than the Split Business shall vest in the Company, respectively.

(6) Summary of financial structure before and after the split (as of December 31, 2013)

(Unit: Million KRW)

Classification Before the split After the split

The Company NewCo

Ⅰ. Current Assets 1,468,533 1,458,378 10,155

Ⅱ. Non-current Assets 5,437,390 5,446,286 2,592,691

Total Assets 6,905,923 6,904,664 2,602,846

Ⅰ. Current Liabilities 1,694,385 1,694,385 -

Ⅱ. Non-current Liabilities 2,636,660 2,635,401 1,259

Total Liabilities 4,331,045 4,329,786 1,259

Total Equity 2,574,878 2,574,878 2,601,587

Total Liabilities and Equity 6,905,923 6,904,664 2,602,846

(Note 1) The balance sheet before the split above and the balance sheet of the Company (Surviving Company) are based on

the balance sheets of the separate financial statements prepared as of December 31, 2013 in accordance with IFRS adopted

by Korea. Thus, they may be changed when the assets and liabilities to be transferred are confirmed as of the split date

(April 23, 2014).

(Note 2) List of assets and Liabilities to be transferred: Please refer to【Annex 2】 List of Assets and Liabilities to be

Transferred; provided, 【Annex 2】 List of Assets and Liabilities to be Transferred may be changed on the date of split.

(Note 3) Among the non-current assets of the Company (Surviving Company), the ‘Investments to the subsidiaries, affiliates

and joint venture companies’ includes the equity interests in the NewCo equivalent to KRW 2,601,587 million.

(7) With respect to the timing of the asset transfer and the total period thereof, the assets shall be transferred to the NewCo

on the date of split, April 23, 2014; provided, that in case of any assets which require completion of ownership transfer

procedures, such as registration, the relevant ownership transfer procedures shall be completed within one month from the

date of split.

(8) Other matters required in connection with the transfer of assets and liabilities

N/A

3. Detail of the Company

A. Trade name, objective, location of principal office, method of public notice, accounting period

Classification Detail

Trade name Korean 두산인프라코어 주식회사

English Doosan Infracore Co., Ltd.

Location of principal office (Hwasu-Dong), 489, Injung-Ro, Dong-Gu, Incheon, Korea

Classification Detail

Method of public notice Notice shall be published on the Internet webpage of the Company

(http://www.doosaninfracore.com/); If it is impossible to publish a

notice on the webpage of the Company due to technical problems or any

other reasons, the notice shall be given by publication in Hankook

Economic Daily, a newspaper published in Seoul.

Accounting period The business year shall be from Jan. 1 to Dec. 31 of each year.

B. Amount of the capital and reserve to be decreased

Since the present split is a simple vertical split, the capital and reserve of the Company will not decrease.

C. Method of capital reduction

Since the present split is a simple vertical split, the capital and reserve of the Company will not decrease.

D. Assets to be transferred through the split and the value thereof

Assets to be transferred from the Company to the NewCo shall be in accordance with B. Assets to be transferred through the

split and the value thereof” of “Section 2. Detail of Split” of this split plan.

E. Total number of shares issued after the split

(Unit: shares, KRW)

Classification Type Before split (A) After split (B) A-B

Number of authorized

shares

Common shares 400,000,000 400,000,000 -

Preferred shares - - -

Number of issued

shares

Common shares 207,455,314 207,455,314 -

Preferred shares - - -

Classification Type Before split (A) After split (B) A-B

Par value per share Common shares 5,000 5,000 -

Preferred shares - - -

Paid-in capital Common shares 1,037,277 Million 1,037,277 Million -

Preferred shares - - -

Reserve Paid-in capital in excess

of par value

228,729 Million 228,729 Million -

(Note) The amount of capital and reserve (paid-in capital in excess of par value) before the split is based on the separate

financial statements prepared as of December 31, 2013 in compliance with IFRS adopted by Korea.

F. If the Company reduces the total number of shares to be issued, the total number of shares to be reduced, classes

of shares to be reduced, and number of per class shares to be reduced

N/A

G. Other matters that cause any changes in the AOI

N/A

4. Others matters required for protection of investors

A. Amount to be paid to the shareholders of the Company

N/A

B. Employee transfer and the severance pay

The employment and relevant legal relationship (including severance payment and loans) of all employees engaging in the

Split Business as of the date of split shall be transferred to the NewCo from the Company as of the date of split (April 23,

2014).

C. Amendment and modification of the split plan

The split plan may be amended or changed in part through the BOD or the representative director before or after the general

shareholders’ meeting in accordance with any changes in the business, plans and circumstances of the Company,

consultation with the related authorities or the applicable laws and regulations. After obtaining the shareholders’ approval of

the split at the general shareholders’ meeting to be held on March 21, 2014, from the date of the shareholders’ meeting until

the immediately preceding day of the split registration date, the split plan may be modified or amended by resolution of the

BOD of the Company without obtaining further approval at the general shareholders’ meeting so long as (i) such

modification or amendment is reasonably and necessary and does not inflict any loss on the shareholders of the Company or

the NewCo; and (ii) such modification or amendment does not affect the inherent nature of the split plan. Such modification

or amendment takes effect upon being announced or publicly made available in accordance with the applicable laws and

regulations. For illustrative purpose, the matters that can be amended or modified are as follows:

(1) Name of the Company or the NewCo

(2) Timetable for the split

(3) Assets to be transferred through the split and the value thereof

(4) Financial structure before/after the split

(5) Total number of shares to be issued by the NewCo at the time of the split

(6) Matters concerning the directors and auditors of the NewCo

(7) AOI of the NewCo

D. Matters requiring transfer between the Company and the NewCo in connection with implementation of the split

plan

Any matters requiring transfer between the Company and the NewCo in connection with implementation of the split plan

(including documents, data and various materials and facts related to the Split Business) shall be determined through

separate agreements made between the Company and the NewCo.

February 28, 2014

Doosan Infracore Co., Ltd.

Representative director Yongsung Kim

<Annex>

1. Split Balance Sheet(as of December 31, 2013) 2. List of Assets and Liabilities to be Transferred

3. The articles of incorporation of the NewCo

【Annex 1】 Split Balance Sheet(as of December 31, 2013)

(Unit: Million KRW)

Classification Before the split After the split

The Company New Co

Ⅰ. CURRENT ASSETS 1,468,533 1,458,378 10,155

1. Cash and cash equivalents 15,343 5,343 10,000

2. Short-term financial instruments 99,383 99,383 -

3. Short-term investment securities 10 10 -

4. Trade and other receivables 866,428 866,427 -

5. Derivative assets 41,768 41,768 -

6. Inventories 428,474 428,474 -

7. Assets held for sale 279 279 -

8. Other current assets 16,848 16,694 155

Ⅱ. NON-CURRENT ASSETS 5,437,390 5,446,286 2,592,691

1. Long-term financial instruments 2,012 2,011 -

2. Long-term investment securities 8,730 8,730 -

3. Other non-current receivables 121,778 121,778 -

4. Non-current derivative assets 1,776 1,776 -

5. Tangible assets 1,581,032 1,581,004 29

6. Intangible assets 346,829 346,520 309

7. Investment properties 27,623 27,623 -

8. Investments in joint ventures, subsidiaries and associates

3,221,032 3,230,266 2,592,353

9. Deferred income tax assets 83,839 83,839 -

10. Other non-current assets 42,739 42,739 -

TOTAL ASSETS 6,905,923 6,904,664 2,602,846

Ⅰ. CURRENT LIABILITIES 1,694,385 1,694,385 -

1. Trade and other payables 771,938 771,938 -

2. Short-term borrowings 310,702 310,702 -

3. Current portion of bonds 426,872 426,872 -

4. Current portion of long-term borrowings 84,204 84,204 -

5. Derivative liabilities 939 939 -

6. Provisions 20,926 20,926 -

7. Other current liabilities 78,804 78,804 -

Ⅱ. NON-CURRENT LIABILITIES 2,636,660 2,635,401 1,259

1. Bonds 1,661,086 1,661,086 -

2. Long-term borrowings 763,582 763,581 -

3. Other non-current payables 18,892 18,892 -

4. Retirement benefit obligation 162,127 160,869 1,259

5. Non-current derivative liabilities - - -

6. Other non-current liabilities 30,973 30,973 -

TOTAL LIABILITIES 4,331,045 4,329,786 1,259

I. Capital stock 1,037,277 1,037,277 50

II. Capital surplus 251,170 251,170 2,601,537

III. New capital securities 508,260 508,260 -

IV. Other equity items -38,675 -38,675 -

V. Accumulated other comprehensive income(loss) 182,014 182,014 -

VI. Retained earnings 634,832 634,832 -

TOTAL EQUITY 2,574,878 2,574,878 2,601,587

TOTAL LIABILITIES AND EQUITY 6,905,923 6,904,664 2,602,846

(Note 1) The balance sheet before the split above and the balance sheet of the Company (Surviving Company) are based on the balance sheets of the separate financial statements prepared as of December 31, 2013 in accordance with IFRS adopted by Korea. Thus, they may be changed when the assets and liabilities to be transferred are confirmed as of the split date (April 23, 2014).

(Note 2) The per-item final value of the assets and liabilities to be transferred shall be the book value on the balance sheets of the separate financial statements prepared as of April 23, 2014 in accordance with IFRS adopted by Korea.

【Annex 2】List of Assets and Liabilities to be Transferred

(Unit: Million KRW)

Classification New Co Remark

Ⅰ. CURRENT ASSETS 10,155

1. Cash and cash equivalents 10,000 Cash and cash equivalents to be transferred to New Co

2. Other current assets 155 Prepaid expense to be transferred to New Co (Insurance, rent etc)

Ⅱ. NON-CURRENT ASSETS 2,592,691

1. Tangible assets 29 Office equipment to be transferred to New Co

2. Intangible assets 309 Membership to be transferred to New Co

3. Investments in joint ventures, subsidiaries and associates

2,592,353 Investment in subsidiaries to be transferred to New Co

TOTAL ASSETS 2,602,846

Ⅰ. CURRENT LIABILITIES -

Ⅱ. NON-CURRENT LIABILITIES 1,259

1. Retirement benefit obligation 1,259 Retirement benefit obligation to be transferred to New Co

TOTAL LIABILITIES 1,259

(Note) The above balance and/or list of assets and liabilities to be transferred are completed based on the book value on the balance sheet of New Co prepared as of December 31, 2013. Thus, they may be changed due to implementation of business/financial planning, Agreement between related party, alteration of related law/accounting standards on the split date.

【Annex 3】 The articles of incorporation of the NewCo

ARTICLES OF INCORPORATION Doosan Infracore Bobcat Holdings Co., Ltd.

Established on April 23, 2014

Contents

CHAPTER I GENERAL PROVISIONS Article 1 Name

Article 2 Purposes

Article 3 Location of Head Office and Establishment of Branches, etc.

Article 4 Method of Giving Public Notice CHAPTET II SHARES

Article 5 Total Number of Shares

Article 6 Par Value

Article 7 Different Classes of Shares Article 8 Non-voting Preferred Shares

Article 9 Convertible Shares

Article 10 Redeemable Shares

Article 11 Types of Share Certificates

Article 12 Preemptive Rights

Article 13 Stock option

Article 14 Commencement Date for Dividends on New Shares

Article 14-2 Report of Addresses, Names and Seals or Specimen Signatures, etc.

Article 15 Record Date of Entry in Shareholder’s Registry

CHAPTER III BONDS

Article 16 Issuance of Bonds

Article 17 Issuance of Convertible Bonds

Article 18 Issuance of Bonds with Warrant

CHAPTER IV MEETING OF SHAREHOLDERS

Article 19 Time to Convene Meeting of Shareholders

Article 20 Person Authorized to Convene Meeting of Shareholders

Article 21 Personal Notice of Convening a Meeting of Shareholders

Article 22 Place of Convening a Meeting of Shareholders

Article 23 Chairman

Article 24 Chairman’s Authority to Maintain Order

Article 25 Shareholders’ Voting Rights

Article 26 Limitation on the Voting Rights of Cross-held Shares

Article 27 Split Exercise of Voting Rights

Article 28 Exercise of Votes by Proxy

Article 29 Method of Adopting Resolutions at Meeting of Shareholders

Article 30 Voting by Mail

Article 31 Minutes of Meeting of Shareholders

Chapter V DIRECTORS AND BOARD OF DIRECTORS

Article 32 Number of Directors

Article 33 Election of Directors

Article 34 Term of Office

Article 35 Election to Fill a Vacancy

Article 36 Appointment of Representative Director, etc.

Article 37 Duties of Directors

Article 38 Directors’ Obligations to Report

Article 39 Composition of Board of Directors and Convening of Meetings

Article 40 Method of Adopting Resolutions

Article 41 Minutes of Meeting of the Board of Directors

Article 42 Directors’ Remuneration

Article 43 Committees

Chapter VI AUDITORS

Article 44 Number and Election of Auditors

Article 45 Term of Office

Article 46 Election to Fill a Vacancy

Article 47 Duties of Auditors, etc.

Article 48 Minutes of Audit

Article 49 Auditors’ Remuneration

CHAPTER VII ACCOUNTING

Article 50 Fiscal year

Article 51 Preparation and Maintenance of Financial Statements and Business Report

Article 52 Appointment of Independent Auditor

Article 53 Disposition of Profit

Article 54 Dividends

Article 55 Mid-year Dividends

Article 56 Statute of Limitation to the Claim for Dividends

Addendum

CHAPTER I GENERAL PROVISIONS

Article 1 Name The name of the company shall be Doosan Infracore Bobcat Holdings Chusik Hoesa in Korean and Doosan Infracore Bobcat Holdings Co., Ltd. in English (hereinafter referred to as the “Company”). Article 2 Purposes The purposes of the Company are to engage in the following business activities: 1. Control, guide, foster and consult the management of other companies’ business, by acquiring and

owning their shares or ownership interest, consultancy;

2. Provision of common services to the companies under paragraph 1 above;

3. Management of intellectual properties rights such as brand and trademark, and license business;

4. Any and all businesses incidental to the foregoing objectives; and

5. Engagement and investment in businesses necessary or beneficial in relation with the foregoing objectives.

Article 3 Location of Head Office and Establishment of Branches, etc. (1) The head office of the Company shall be located in Seoul, Korea. (2) The Company may establish branches within and outside of Korea by resolutions of the Board of

Directors, whenever necessary. Article 4 Method of Giving Public Notice The Company shall publish its notice in The Korea Economic Daily, which is published in Seoul Metropolitan City.

CHAPTET II SHARES Article 5 Total Number of Shares The total number of authorized shares shall be 400,000,000 shares. Article 6 Par Value The par value of each share to be issued by the Company shall be 5,000 Won. Article 7 Different Classes of Shares (1) The shares to be issued by the Company shall be common shares and different classes of shares, both in

registered form. (2) The different classes of shares to be issued by the Company shall be preferred shares with preferential

right to dividend, non-voting or voting-restricted shares, convertible shares, redeemable shares, and a combination of all or part of such shares.

Article 8 Non-voting Preferred Shares (1) The Company may issue non-voting preferred shares which have preferred right in dividend (hereinafter

referred to as “Preferred Shares”) up to the limit as permissible under the applicable provisions of the relevant laws and regulations and within the limits of 50% of the total issued and outstanding shares.

(2) The preferential dividends per annum payable on Preferred Shares, the rate of which is determined by the

Board of Directors at the time of issuance thereof, shall be distributed in cash. (3) If the dividend rate declared on common shares exceeds the preferred dividend rate, shareholders holding

preferred shares may or may not be entitled to the excess amount of dividend.

(4) In the event that a resolution of not paying preferred dividends prescribed herein has been passed at a meeting of shareholders of the Company against the preferred dividends prescribed herein, preferred shareholders shall be granted voting rights from the opening date of the meeting of shareholders immediately following such meeting of shareholders until the closing date of the meeting of shareholders at which a resolution is passed in favor of payment of the preferred dividends.

(5) If the Company increases its capital by issuance of common shares or bonus shares, in regard to the

assignment of new shares for the preferred shares, the new shares to be assigned to preferred shareholders shall be the shares of the same or other classes in the case of issuance of common shares by a resolution of the Board of Directors, and shall be the shares of the same class in the case of issuance of

bonus shares. However, if the preferred shares are combined with the redeemable shares referred to in Article 10, the new shares may not be assigned in case of issuance of common shares or bonus shares.

(6) If, for any fiscal year, dividends have not been paid on preferred shares at the dividend rate prescribed herein, such unpaid dividends shall be preferentially paid on a cumulative or non-cumulative basis at the time of payment of dividends for the subsequent fiscal years.

Article 9 Convertible Shares (1) When issuing the different classes of shares, the Company may issue convertible shares, which can be

converted into any other classes of shares, by a resolution of the Board of Directors. (2) The total issue price of new shares to be issued by the Company as a result of conversion shall be equal

to the total issue price of the original shares. (3) The condition of conversion, number and content of shares to be issued as a result of conversion shall be

decided by a resolution of the Board of Directors. (4) The period in which holders of convertible shares or the Company are entitled to make a request for

conversion shall be determined by a resolution of the Board of Directors at the time of issuance within the period of ten (10) years.

(5) In regard to the payment of dividends on the new shares to be issued as a result of conversion, the

provision of Article 14 hereof shall be applied, mutatis mutandis. Article 10 Redeemable Shares (1) When issuing any different classes of shares, the Company may decide through a resolution of the Board

of Directors to issue such shares as redeemable shares, which may be cancelled as being favorable to the Company’s interest, according to the relevant shareholder’s request of redemption or the Company’s selection.

(2) The redemption price of such redeemable shares shall be the amount equivalent to the sum of the issue

price of new shares plus additional amount (if any), and the additional amount shall be determined by a resolution of the Board of Directors in consideration of the dividend rate, interest rate, market condition and any matters related to the issuance of such redeemable shares. However, in case the Company issues any different classes of shares with adjustable redemption price, the contents, reason, standard date and method of such adjustment shall be decided by a resolution of the Board of Directors upon issuance of such preferred shares.

(3) The period in which holders of redeemable shares are entitled to make a request for redemption shall be

determined by a resolution of the Board of Directors at the time of issuance within the period of ten (10)

years from the time of issuance. (4) If the Company elects to cancel the redeemable shares, such shares may all be redeemed at once or by

installments. However, in case of redemption by installment, the Company may choose the shares to be redeemed by drawing lots or by proportional distribution, and shall not redeem any fractional shares originated during proportional distribution.

(5) Upon redemption of the redeemable shares, the Company shall give a public notice of its intention of

redemption, shares to be redeemed and request of submission of the relevant share certificates within a specific period of more than one (1) month, and shall give an additional notice thereof to the relevant shareholder(s) and pledgee(s) registered in the shareholder’s registry respectively. Upon expiration of such period, the redeemable shares shall be forcefully redeemed by the Company.

(6) In case where a holder of such redeemable shares is entitled to the right of redemption, the shareholder

may, at his/her own discretion, request the Company to redeem all of his/her redeemable shares at once or in installments. In this case, the relevant shareholder(s) shall notify the Company of his/her intention of redemption and the shares to be redeemed. However, the Company may choose to redeem such shares in installments, if the profit available for dividend of the Company at the time of redemption is not sufficient to redeem such redeemable shares all at once. In this case, the Company may select the redeemable shares to be redeemed by drawing lots or by proportional distribution, and any fractional shares which are made in the course of proportional distribution shall not be redeemed.

(7) If the Company elects to issue the redeemable shares which may be redeemed at the Company’s own

discretion as the convertible shares, mutual priority between the exercise of a shareholder’s right of conversion and the Company’s right of election of redemption may be established.

Article 11 Types of Share Certificates Share certificates shall be issued by the Company in eight denominations of one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1,000) and ten thousand (10,000) shares. Article 12 Preemptive Rights (1) Shareholders shall have the preemptive rights to subscribe for the new shares that may be issued by the

Company, in proportion to their respective shareholdings. If a shareholder(s) waives or forfeits his/her preemptive rights to subscribe for new shares or any fractional shares are made in the course of allotting new shares, the method of dealing with such new shares or fractional shares shall be determined by a resolution of the Board of Directors.

(2) Notwithstanding the provision of subsection (1) above, the new shares may be issued to any third

person(s) other than the Company’s existing shareholders, if it is deemed necessary to achieve the Company’s business purpose, including without limitation, introduction of new technology or improvement of the Company’s financial structure.

(3) In the case of issuing new shares, the class, number and price thereof shall be determined by a resolution

of the Board of Directors. Article 13 Stock Option (1) The Company may grant its directors, statutory auditors and employees stock options by a special

resolution of a meeting of shareholders

(2) Those eligible for a stock option shall be the Company’s officers or employees who contribute or are capable of contributing to the Company’s management, overseas operation or technological innovation, etc., but excluding:

1. A shareholder who holds not less than 10/100 of the total issued and outstanding shares of the

Company (excluding the shares without voting rights).

2. A person who exercises de facto influence over the major business matters of the Company, such as the appointment or dismissal of directors and statutory auditors, etc.

3. The spouse or, lineal ascendants or descendants of the person falling under paragraph 1 and 2 above.

(3) The shares to be delivered as a result of the exercise of stock options hereunder (or, if the difference between the share price at which such stock options are exercised and the market value of relevant share is paid in cash or treasury share, the share on the basis of which such difference is calculated) shall be common shares in registered form.

(4) The per-share price at which stock options are exercised (“stock option exercising price”) shall not be

lower than either of the following prices and this provision shall also apply to where the relevant stock option exercising price is adjusted subsequently after the grant of stock options;

1. If new shares are to be issued and delivered, the higher of the following prices:

(i) the market value of relevant shares evaluated, as of the date of such stock options granted

or

(ii) Face value of relevant shares.

2. If treasury stocks are to be transferred, the market value of relevant shares evaluated, as of the date of such stock options granted.

(5) A stock option granted hereunder may be exercised during the period as provided in the resolution of a

meeting of shareholders at least within ten (10) years from the date when such resolution mentioned in

subsection (1) above is adopted. However, the period of initial exercise may be changed according to the applicable provision of the relevant laws and regulations.

(6) A person who is granted a stock option is entitled to exercise the stock option only if he/she has been in

office in the Company or employed by the Company at least for two (2) years from the date of the resolution mentioned in subsection (1) above; provided, however, that, if the said grantee dies or retires or resigns from the Company within two (2) years from the date of the resolution mentioned in subsection (1) above due to the reason not attributable to him/her (except for age limit), such stock option may be exercised within the period originally set for exercising the same.

(7) The provision of Article 14 hereof shall apply, mutatis mutandis, with respect to payment of dividends on

the shares issued as a result of the exercise of stock options hereunder. (8) The grant of a stock option may be cancelled by a resolution of the Board of Directors, if:

1. After the grant of such a stock option, the relevant officer or employee has resigned voluntarily or retired from the Company;

2. The relevant officer or employee has caused material damages to the Company by willful acts or negligence; or

3. There has occurred any event constituting a cause of cancellation thereof as provided in relevant stock option agreement and the applicable provision of the relevant laws and regulations.

Article 14 Commencement Date for Dividends on New Shares With regard to payment of dividends on the new shares issued by the Company as a result of issuance of new shares or bonus shares, or stock dividends, such new shares shall be deemed to have been issued at the end of the fiscal year immediately preceding the fiscal year to which the time of issuance thereof belongs. Article 14-2 Report of Addresses, Names and Seals or Specimen Signatures, etc. (1) Shareholders and pledge registrants shall report to the Company their names, addresses, seals or

specimen signatures, etc. (2) Each of the shareholders and pledge registrants having no address within the Republic of Korea shall

designate and report to the Transfer Agent his/her address to which and his/her agent to whom notices may be given by the Company within the Republic of Korea.

(3) Any change of the information mentioned in subsections (1) and (2) above shall also be reported to the

Transfer Agent accordingly.

Article 15 Record Date of Entry in Shareholder’s Registry (1) The Company shall deem those shareholders whose names appear in the list of shareholders on

December 31 of each year to be the shareholders who are entitled to exercise their rights as shareholders at the annual meeting of shareholders to be convened in respect of the said period for the settlement of accounts.

(2) The Company may suspend entry of alterations in the list of shareholders with respect to shareholders’

rights for a given period not exceeding three months, if necessary for convening a special meeting of shareholders or otherwise, or the Company may deem those shareholders whose names appear in the list of shareholders on the day specified by a resolution of the Board of Directors to be the shareholders who are entitled to exercise the rights as shareholders in relation to the aforementioned purposes. In such a case, the Board of Directors may designate such a record date, together with suspension of altering entry in the list of shareholders, if the Board of Directors deems it necessary. The Company shall give at least two weeks’ prior public notice of such suspension of entry and such a record date.

CHAPTER III BONDS Article 16 Issuance of Bonds (1) The Company may issue bonds by a resolution of the Board of Directors.

(2) The Company may delegate the power to issue bonds to the representative director within a period that

shall not exceed one (1) year, by determining the amount and type of bonds. Article 17 Issuance of Convertible Bonds (1) The Company may issue convertible bonds to any person(s) other than the Company’s shareholders by a

resolution of the Board of Directors to the extent that their aggregate par value does not exceed Six Hundred Billion Won (\600,000,000,000), if it is deemed necessary to achieve the Company’s business purpose, including without limitation, introduction of new technology or improvement of the Company’s financial structure.

(2) As for the convertible bonds referred to in subsection (1) above, the Board of Directors may also issue

such bonds on condition that only a part thereof be granted the right to convert to capital shares. (3) In regard to the shares to be issued as a result of conversion of such bonds, Three Hundred Billion Won

(\300,000,000,000) of the total amount of the face value shall be of common shares and different classes of shares respectively, and the applicable conversion price shall be equal to or higher than the par value per share of such new shares, as determined by a resolution of the Board of Directors at the time of issuance of such bonds.

(4) The period in which holders of convertible bonds are entitled to make a request for conversion hereunder

shall begin on the day after one (1) month has elapsed from the date of issuance thereof and end on the day immediately preceding the maturity date thereof; provided, however, that the period for requesting conversion may be adjusted by a resolution of the Board of Directors in accordance with the applicable provision of the relevant laws and regulations within the aforementioned period.

(5) As for payment of dividends on the new shares to be issued as a result of conversion hereunder and the

payment of interest on such convertible bonds, the provisions of Article 14 hereof shall apply, mutatis mutandis.

Article 18 Issuance of Bonds with Warrant (1) The Company may issue bonds with warrant to any person(s) other than the Company’s shareholders by

a resolution of the Board of Directors to the extent that their aggregate par value does not exceed Six Hundred Billion Won (\600,000,000,000), if it is deemed necessary to achieve the Company’s business purpose, including without limitation, introduction of new technology or improvement of the Company’s financial structure.

(2) The amount within which a holder of such bonds with warrant is entitled to request issuance of new

shares shall be determined by a resolution of the Board of Directors, to the extent of not exceeding the aggregate face value of such bonds.

(3) In regard to the shares to be issued as a result of the exercise of such warrant, Three Hundred Billion

Won (\300,000,000,000) of the total amount of the face value shall be of common shares and different classes of shares respectively, and the issue price thereof shall be equal to or higher than the par value per share of such new shares, as determined by a resolution of the Board of Directors at the time of issuance thereof.

(4) The period in which holders of bonds with warrant are entitled to exercise such warrant hereunder shall

begin on the day after one (1) month has elapsed from the date of issuance thereof and end on the day immediately preceding the maturity date thereof; provided, however, that such a period for exercising warrant may be adjusted by a resolution of the Board of Directors in accordance with the applicable provision of the relevant laws and regulations within the aforementioned period.

(5) As for payment of dividends on the new shares to be issued as a result of the exercise of such warrant

hereunder, the provisions of Article 14 hereof shall apply mutatis mutandis.

CHAPTER IV MEETING OF SHAREHOLDERS Article 19 Time to Convene Meeting of Shareholders

(1) The Company’s meetings of shareholders shall consist of annual meetings and special meetings. (2) The annual meeting shall be held within three (3) months after the end of each fiscal year and special

meeting may be held at any time whenever necessary. Article 20 Person Authorized to Convene Meeting of Shareholders Unless otherwise provided in the relevant laws and regulations, the meeting of shareholders shall be convened by the representative director of the Company or any other director designated by the Board of Directors, which is determined by a resolution of the Board of Directors. Article 21 Personal Notice of Convening Meeting of Shareholders In convening a meeting of shareholders, the Company shall give notice in writing to each shareholder of the date, time and place of the meeting and the list of agenda to be dealt with at the meeting, at least two (2) weeks prior to the date set for such a meeting. Article 22 Place of Convening Meeting of Shareholders The meeting of shareholders shall be held in the place where the head office of the Company is located and may also be held in any other place adjacent to it, whenever circumstances require. Article 23 Chairman The Company’s representative director or any director otherwise designated by a resolution of the Board of Directors, if any, shall preside at all of the meetings of shareholders as chairman. Article 24 Chairman’s Authority to Maintain Order (1) The chairman of a meeting of shareholders may stop a person who significantly disturbs order in such a

meeting, including with speech or behavior to interfere with the proceedings of the meeting intentionally, from speaking or may order such a person out of the meeting.

(2) The chairman of a meeting of shareholders may limit the duration and/or the number of times of speech

by each shareholder, whenever the chairman deems it necessary for smooth proceedings of the meeting. Article 25 Shareholders’ Voting Rights Each shareholder shall have one (1) vote for each share he/she owns.

Article 26 Limitation on the Voting Rights of Cross-held Shares If the Company, its parent company and subsidiary, or a subsidiary of the Company owns more than ten percent (10%) of the shares of a third company, then the shares of the Company held by that third company shall have no voting rights. Article 27 Split Exercise of Voting Rights (1) If a shareholder having more than two (2) votes wishes to split his/her votes at a meeting of shareholders,

the said shareholder shall give the Company notice in writing of his/her intention to do so and the reason therefor at least three (3) days prior to the date set for such a meeting.

(2) The Company may refuse to allow a shareholder to split his/her votes, except for the case where the said

shareholder has shares in trust or hold shares on behalf of a third party. Article 28 Exercise of Votes by Proxy (1) Each shareholder may exercise his/her vote by proxy. (2) In such a case, the proxy shall present to the Company an appropriate document (a power of attorney)

evidencing his/her power of representation prior to opening of that meeting of shareholders. Article 29 Method of Adopting Resolutions at Meeting of Shareholders Unless otherwise provided in the relevant laws and regulations, all resolutions of a meeting of shareholders shall be passed by the affirmative votes of a majority of the shares represented by the shareholders present at the meeting of shareholders, which shall not be less than a quarter of the total number of issued and outstanding shares of the Company. Article 30 Voting by Mail (1) Shareholders may exercise their voting rights by mail in lieu of attending the meeting of shareholders. (2) The Company shall enclose with the notice of convening of the meeting of shareholders the forms and

other reference information necessary for shareholders to exercise their voting rights as provided in subsection (1) above.

(3) A shareholder who wishes to exercise his/her voting rights by mail shall fill in the forms referred to in

subsection (2) above, as required, and shall submit the said forms to the Company no later than the day

immediately preceding the opening date of that meeting. Article 31 Minutes of Meeting of Shareholders The proceedings and results of a meeting of shareholders shall be recorded in minutes, which shall be kept in the head office and branches of the Company after chairman and all directors present at the meeting have signed and sealed the same or affixed their signatures thereto.

Chapter V DIRECTORS AND BOARD OF DIRECTORS Article 32 Number of Directors The Company shall have not less than three (3) directors. Article 33 Election of Directors (1) Directors shall be elected by a meeting of shareholders. (2) A resolution for electing directors shall be passed by the affirmative votes of a majority of the shares

represented by the shareholders present at the meeting of shareholders, which shall not be less than a quarter of the total number of issued and outstanding shares.

(3) In case two (2) directors or more are elected at a meeting of shareholders, the cumulative vote stipulated

in Article 382-2 of the Commercial Code shall not apply. Article 34 Term of Office (1) The term of office of directors shall be three (3) years; provided, however, that such term of office may

be otherwise designated, within the limit prescribed herein, at the general meeting of shareholders at which the resolution for election of the relevant director is adopted.

(2) The term of office of directors shall be extended until the close of the annual meeting of shareholders

convened in respect of the last period for the settlement of accounts comprised in their term of office if their term of office expires before the close of the said meeting of shareholders.

Article 35 Election to Fill a Vacancy If there is a vacancy in the number of directors, a director shall be elected at a meeting of shareholders to fill such a vacancy; provided, however, that the foregoing provision shall not apply if the number of the existing

directors in office is not less than the number of directors provided in Article 32 hereof and no hindrance is caused to carrying on the Company’s business thereby. Article 36 Appointment of Representative Director, etc. (1) The Company may appoint its representative director from the directors by resolution of the Board of

Directors. (2) As occasion demands, the Board of Directors may elect a chairman, vice chairman or president from the

directors or any other persons who are not directors of the Company, and also may entrust to the representative director the appointment of any other required officers.

Article 37 Duties of Directors (1) The representative director shall represent the Company and direct the Company’s overall business. (2) If the representative director is unable to execute his/her duties, other director shall act as the

representative director, as determined by the Board of Directors. Article 38 Directors’ Obligations to Report If a director finds anything that is likely to cause material damage to the Company, he/she shall immediately report the same to the auditors. Article 39 Composition of Board of Directors and Convening of Meetings (1) The Board of Directors shall be composed of directors and make major decisions on the Company’s

business. (2) The Board of Directors shall convene its regular meeting at least more than one (1) time on a quarterly

basis and may have its special meetings at any time whenever necessary.

(3) Representative director or other director separately appointed by the Board of Directors for this purpose, if any, shall convene all meetings of the Board of Directors by giving notice thereof to each director by the date immediately prior to the date set for each of such meetings; provided, however, that, if all directors unanimously consent to holding a meeting of the Board of Directors, the procedure of convening a meeting may be omitted.

Article 40 Method of Adopting Resolutions

(1) A quorum for holding a meeting of the Board of Directors shall be a majority of all directors in office and all resolutions of the Board of Directors shall be adopted by the affirmative votes of a majority of directors present at the meeting; provided, however, in case there is a contrary provision in the Commercial Code or other related laws and regulations, such provision shall prevail.

(2) The chairman of the Board of Directors shall be the person who has authority to convene such meetings

pursuant to the provision of Article 39, subsection (3) above. (3) No directors having a specific interest in any resolution of the Board of Directors shall be allowed to

exercise their vote upon such a resolution. (4) The Board of Directors may allow all directors or a part thereof to participate in resolutions of the Board

of Directors through the means of communication transmitting and receiving voices simultaneously, in lieu of attending such a meeting in person. In such a case, such director(s) shall be deemed to have attended such a meeting in person.

Article 41 Minutes of Meeting of the Board of Directors (1) The Board of Directors shall record the proceedings of every meeting of the Board of Directors. (2) The minutes shall include the agenda, procedure and results of the proceedings of the meeting, names of

the directors against each resolution and the reason for their objection thereto and all directors present at the meeting shall sign and seal the same or affix their signatures thereto.

Article 42 Directors’ Remuneration Directors’ remuneration (salary, bonuses, retirement allowance, etc.) shall be determined by a resolution of a meeting of shareholders, and the Board of Directors may adopt the Company’s regulations necessary for executing such resolutions. Article 43 Committees (1) The Company may establish the following committees in the Board of Directors, by a resolution of the

Board of Directors:

1. Internal Transaction Committee;

2. Committee for Recommending Candidate for Outside Directors;

3. Audit Committee; and

4. Other Committee as deemed necessary by the Board of Directors. (2) The details concerning the composition, power and operation of each of such committees shall be

determined by resolutions of the Board of Directors. (3) Provisions of Articles 39 (except for subsection (2)), 40 and 41 hereof shall apply, mutatis mutandis to

such committees; provided, however, that in case the Board of Directors decides any increased resolution quorum regarding Article 40, subsection (1), such shall be applied.

Chapter VI AUDITORS Article 44 Number and Election of Auditors (1) The Company shall have one (1) or more auditors.

(2) The auditors shall be elected by a meeting of shareholders, and the agenda of election of auditors shall be

resolved separately from the agenda of election of directors.

(3) A resolution for electing auditors shall be passed by the affirmative votes of a majority of the shares represented by the shareholders present at the meeting of shareholders, which shall not be less than a quarter of the total number of issued and outstanding shares. However, the shareholder who has the number of shares held by any shareholder exceeds 3/100 of the total number of issued and outstanding shares with voting rights, may not exercise his/her voting rights with respect to the shares in excess of such 3/100 in electing any auditor.

(4) The cumulative vote stipulated in Article 382-2 of the Commercial Code shall not apply. Article 45 Term of Office The term of office of auditors shall be until the close of the annual meeting of shareholders convened in respect of the period for the settlement of accounts, within three (3) years after the assumption of auditors. Article 46 Election to Fill a Vacancy If there is a vacancy in the number of auditors, an auditor shall be elected at a meeting of shareholders to fill such a vacancy; provided, however, that the foregoing provision shall not apply if the number of the existing auditors in office is not less than the number of auditors provided in Article 44 hereof and no hindrance is caused to carrying on the Company’s business thereby.

Article 47 Duties of Auditors (1) The auditors shall audit the Company’s accounting and general operations. (2) The auditors may be present and give his opinion at any meetings of the Board of Directors. (3) If necessary, the auditors may request the directors (hereinafter, having the meaning of a person

authorized to convene a meeting of shareholders, if there is such a person) to convene a meeting of the Board of Directors in writing, stating the agenda to be dealt with at the meeting of the Board of Directors and the reason for convening such a meeting of the Board of Directors.

(4) If the directors fail to immediately convene a meeting of the Board of Directors notwithstanding the

request under subsection (3) above, the auditor who made such request may convene a meeting of the Board of Directors.

(5) The auditors may request the Board of Directors to convene a special meeting of shareholders in writing, stating the agenda to be dealt with at the meeting of shareholders and the reason for convening such a meeting of shareholders.

(6) The auditors may request the Company’s subsidiary(s) to make a report on its (their) operations, if the

auditors deem it necessary to perform their duties. In such a case, if the subsidiary(s) fails to immediately make such a report as requested or the auditors deem it necessary to verify the content of the report made by the subsidiary(s), the auditors shall have the right to inspect that subsidiary’s operations and status of assets.

Article 48 Minutes of Audit The auditors shall prepare minutes of audit with respect to the audit conducted by it. The minutes of audit shall be signed and sealed by or shall bear the signatures of, the auditors who have conducted such audit. Article 49 Auditors’ Remuneration Auditors’ remuneration (salary, bonuses, retirement allowance, etc.) shall be determined by a resolution of a meeting of shareholders, and the Board of Directors may adopt the Company’s regulations necessary for executing such resolutions. The agenda of auditors’ remuneration shall be resolved separately from the agenda of directors’ remuneration.

CHAPTER VII ACCOUNTING Article 50 Fiscal year

The fiscal year of the Company shall commence on January 1 and end on December 31 of each year. Article 51 Preparation and Maintenance of Financial Statements and Business Report (1) The representative director of the Company shall prepare and submit to the auditors for audit the

following documents (which shall include the consolidated financial statements, if such statements need to be prepared) and their supplementary schedules together with an business report, six (6) weeks prior to the date set for the annual meeting of shareholders, and shall submit the aforementioned documents and the business report to the annual meeting of shareholders:

1. Balance Sheet;

2. Income Statement; and

3. Any other document indicating the Company’s financial position and business performance, as determined by the Commercial Code and its Enforcement Decree.

(2) The auditors shall submit the audit report to the representative director at least within four (4) weeks of

receipt of the documents described in subsection (1) above. (3) The representative director shall maintain the documents and their supplementary schedules referred to in

each item of subsection (1) above and the auditor’s report in the head office of the Company for five (5) years and their copies in the branch office(s) of the Company for three (3) years respectively, starting from one (1) week prior to the date set for the annual meeting of shareholders convened for the fiscal year to which such documents are related.

(4) Upon approval of the annual meeting of shareholders with respect to the documents referred to in

subsection (1) above, the representative director shall promptly give public notice of the Company’s balance sheet and independent auditor’s report.

Article 52 Appointment of Independent Auditor The Company shall appoint an independent auditor with approval of the auditors according to the provisions of the Act on External Audit of Stock Companies, and shall report the appointment thereof to the annual meeting of shareholders to be convened during the fiscal year in which the appointment was made, or notify the shareholders on the date of closing of the shareholders’ registry of the same in writing or by e-mail, or post the same on the Company’s website. Article 53 Disposition of Profit

The Company shall dispose of the inappropriated retained earnings of each fiscal year in the following order of priority: 1. Legal reserve;

2. Other statutory reserves;

3. Dividends;

4. Voluntary reserves; and

5. Other appropriation of retained earnings. Article 54 Dividends (1) Dividends may be paid in cash and in shares. (2) If dividends are paid in shares and when the Company has issued more than two classes of shares,

dividends may also be paid by shares of the same class or any different class (including the convertible shares provided in Article 9, and the redeemable shares provided in Article 10 hereof) by a resolution of a meeting of shareholders.

(3) The dividends referred to in subsection (1) above shall be paid to the shareholders or pledgees whose

names appear or are duly registered in the list of shareholders as of the end of each fiscal year. Article 55 Mid-year Dividends (1) The Company may pay mid-year dividends pursuant to Article 462-3 of the Commercial Code to its

shareholders as of the day determined by a resolution of the Board of Directors only once in a fiscal year. (2) Mid-year dividends referred to in subsection (1) above shall be paid by a resolution of the Board of

Directors; provided, however, that such a resolution shall be made within 45 days from the record date specified in subsection (1) above.

(3) Mid-year dividends shall be paid within the limit not exceeding the amount of the net worth shown on

the balance sheet as of the end of the immediately preceding period for the settlement of accounts less the amount of the following items:

1. The amount of capital, as of the end of the immediately preceding period for the settlement of

accounts;

2. The aggregate sum of the capital reserves and legal reserves appropriated up to the immediately preceding period for the settlement of accounts;

3. The amount appropriated for dividends or payment by a resolution adopted at the annual meeting of shareholders convened for the immediately preceding period for the settlement of accounts;

4. The amount of legal reserves to be appropriated for the current period for the settlement of accounts, as a result of such mid-year dividends.

(4) If any new shares have been issued prior to each of the respective record dates specified in subsection (1)

above following the commencement date of the current fiscal year (including as a result of capitalization of reserves, stock dividends, requests for conversion of convertible bonds to the capital stock and the exercise of warrant with respect to bonds with warrant), such new shares shall be deemed to have been issued at the end of the immediately preceding fiscal year with respect to mid-year dividends hereunder.

Article 56 Statute of Limitation to the Claim for Dividends (1) If a claim for dividends has not been exercised for five (5) years, the statute of limitation applicable

thereto shall expire. (2) The dividends with respect to which the statute of limitation has expired shall become vested in the

Company.

Addendum 1. (Effective Date)

These Articles of Incorporation shall come into effect on April 23, 2014.