Samsung SDI

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

1. 1. Production, manufacturing, sale, and leasing services of parts, materials, and equipments related to electronics, electrics, machinery, and semiconductor;
   <Amended 2014.7.2>
2. 2. Manufacture, sale and leasing services of jigs, fixtures, molds, and precision tools accompanied the above business 1;
3. 3. Manufacture, sale and leasing services of electronic computing systems, and the relating goods and application systems;
4. 4. Import and export, and its agency thereof;
5. 5. Plant export of electronic and electric machine tools and facilities, and export of know-how or technological services;
6. 6. Real estate business, and real estate sale and lease agency; <Amended 2014.7.2>
7. 7. Construction, lease, and installment sale of housing;
8. 8. Internet relating business, manufacture, sale and after-sales services of parts, instruments, and software relating to biotechnological business;
9. 9. Manufacture and processing sale of Battery and related system, developing materials, and leasing services thereof; <Amended 2015.3.13>
10. 10. Production and sales of clothing products; <Amended 2014.7.2>
11. 11. Production, manufacturing and sales of products related to resin materials and petro chemistry; <Amended 2014.7.2>
12. 12. Production, manufacturing, sales and construction business of civil engineering and construction materials; <Amended 2014.7.2>
13. 13. Production, manufacturing, sales and construction business of environment equipments; <Amended 2014.7.2>
14. 14. Battery for transportation equipments; automobile, plane, train, ship, motorcycle, combat vehicle etc. and other equipments; construction equipment, machinery etc. and developing related system and materials, manufacturing and processing, sales, leasing services thereof; <Amended 2015.3.13>
15. 15. Power storage battery, power conversion and management related system and materials developing, manufacturing, processing, sales, leasing services thereof; <Amended 2015.3.13>
16. 16. Electrical construction work; <Amended 2015.3.13>
17. 17. Information and communication construction work; <Amended 2015.3.13>
18. 18. Manufacturing, installation of renewable energy equipment; <Amended 2015.3.13>
19. 19. Accompanied or related whole businesses and investment in order to accomplish the above businesses;

1. 1. The type of share certificates of the Company shall be a registered common shares and registered preferred shares.
2. 2. Preferred shares to be issued by the Company shall be non-voting and the number thereof shall be 30,000,000.
3. 3. A dividend on preferred shares shall be an amount not less than 1% of face value, as determined by the Board of Directors or such committee as authorized by the Board of Directors at the time of issuance of the relevant shares.
4. 4. In case the dividend ratio of the common shares exceeds that of the preferred shares, as determined by the Board of Directors or such committee as authorized by the Board of Directors at the time of issuance of such preferred shares, the aliitional dividends on preferred shares shall be declared by participating in distribution of dividend at same ratio of dividend on common shares in aliition to the dividend ratio of preferred shares as set forth in Paragraph 3 above, or by participating in distribution of dividend at same ratio of dividend on common shares with respect to the dividend ratio of common shares in excess of the dividend ratio of preferred shares.
5. 5. If dividends on preferred shares are not paid from the profits of the relevant fiscal year, such unpaid and accumulated amount shall be preferentially paid to the holders of preferred shares at the time of payment of dividends for the following fiscal year.
6. 6. In the case of rights issue, bonus issue or stock dividend, the holders of common shares shall be entitled to common shares and the holders of preferred shares shall be entitled to preferred shares in proportion to their respective shareholdings; provided, that in the case of rights issue and stock dividend, the Company may, if necessary, issue only one kind of shares, where all the shareholders shall be entitled to such type of Shares to be issued.
7. 7. <Deleted 2019.3.20>

1. 1. The Company shall appoint a transfer agent for the alteration of entries on the shareholders registry.
2. 2. The transfer agent, the location of its services and the scope of its operation are to be determined by the Board of Directors or such committee as authorized by the Board of Directors of the Company and to be announced in public.
3. 3. The Company shall keep the shareholders’ registry or a duplicate thereof at the office of the transfer agent and allow the transfer agent to handle shares’ electronic register, shareholders’ registry, and any other shares related matters thereto.
   <Amended, 2019.3.20>
4. 4. The procedures for handling transfer operations as stated in Clause 3 shall be executed in accordance with the regulations for securities transfer operation of the transfer agent.

1. 1. New shares to be issued by the Company shall be allocated to the shareholders in proportion to their respective shareholdings in accordance with Paragraph 6, Article 8. If shares are not subscribed for as a result of waiver or loss of the preemptive right of the shareholders to subscribe for new shares, or if fractional shares remain at the time of allocation of new shares, such shares may be disposed of by a resolution of the Board of Directors or committee authorized by the Board of Directors.
2. 2. Notwithstanding Clause 1 above, new shares may be issued to persons other than shareholders in the following cases:

   1) If the Company issues new shares by a public offering or causes underwriters to underwrite new shares by a resolution of the Board of Directors in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act and other laws;

   2) If the Company issues new shares preferentially to members of the Employee Stock Ownership Association by a resolution of the Board of Directors in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act and other laws;

   3) If the Company issues new shares for the issuance of depositary receipts (DRs) by a resolution of the Board of Directors in accordance with the relevant provisions of the Capital Market and Financial Investment Business Act and other laws;

   4) If the Company issues new shares by public offering pursuant to Article 10-3;

   5) If the Company issues new shares by exercising stock options pursuant to Article 10-4; or

   6) If the Company issues new shares in common shares or preferred shares to the extent of 30% of the total issued and outstanding shares to domestic or foreign financial institutions on an urgent basis for financing or to its affiliated company for the introduction of technology, by a resolution of Board of Directors; provided, that the issue price of the new shares shall be not be less than the price specified in the Capital Market and Financial Investment Business Act and related legislation.

1. 1. The Company may issue new shares by public offering of not more than 30% of the total number of issued and outstanding shares by a resolution of the Board of Directors, pursuant to the Capital Market and Financial Investment Business Act and related legislation.
2. 2. If the Company issues new shares by public offering, the type, quantity and issue price of shares to be newly issued shall be determined by a resolution of the Board of Directors; provided, that, in such a case, the issue price of such new shares shall not be less than the price as prescribed in the Capital Market and Financial Investment BusinessAct and related legislation.

1. 1. The Company may grant stock options to its officers and employees by a special resolution of the general meeting of shareholders or in other manners as determined by the relevant laws and regulations, pursuant to Article 542-3 of the Commercial Code, to the extent permitted by the related legislation.
2. 2. The persons to whom stock options may be granted are the officers and employees who have contributed, or have the capacity to contribute, to the establishment, management, technical revision, etc. of the Company; provided that the officers and employees who may not be entitled to stock options under the relevant laws and regulations shall be excluded.
3. 3. The shares to be issued to the officers or employees by the exercise of their stock options (in case the Company pays, either in cash or treasury shares, the difference between the exercise price of stock options and the market price, they refer to the shares which are the basis for such calculation) shall be common shares in registered form or preferred shares in registered form.
4. 4. Total number of shares to be delivered in accordance with the exercise of stock options shall be up to the extent permitted by the relevant laws and regulations.
5. 5. The stock options may be exercised within seven (7) years from the date after three (3) years have elapsed from the date of the general meeting of shareholders at which a resolution to grant such stock options is adopted.
6. 6. Conditions for stock options, such as the contents and exercise price thereof shall be determined by a special resolution of the general meeting of shareholders in accordance with the relevant laws and regulations; provided, however, that such matters which are not provided for as matters reserved for resolutions of the general meeting of shareholders under the relevant laws and regulations may be determined by the Board of Directors or such committee as authorized by the Board of Directors.
7. 7. The Company may cancel the grant of stock options by a resolution of the Board of Directors in any of the following cases:

   1) In case an officer or employee of the Company voluntarily retires from his/her office or leaves the Company after the grant of stock options;

   2) In case an officer or employee of the Company causes substantial damages to the Company due to his/her willful misconduct or negligence; or

   3) In case any of the causes for cancellation set forth in the call option agreement occurs.

1. 1. The Company may issue convertible bonds to persons other than shareholders up to an aggregate par value amount of which shall not exceed 700,000,000,000 Won.
2. 2. Convertible bonds mentioned in Clause 1 above may be issued with partial conversion rights under which the right of the bond holders to demand conversion may be limited to a certain percentage of the total value of convertible bonds.
3. 3. The shares to be issued upon conversion shall be common shares in respect of 450,000,000,000 Won of the convertible bonds and preferred shares in respect of 250,000,000,000 Won of the convertible bonds. The conversion price shall not be less than the par value of the share as determined by the Board of Directors at the time of issuance of the relevant convertible bonds.
4. 4. The period in which conversion may be made shall be from the date following the date of issuance of the convertible bonds to the day immediately before the date of maturity; provided, that the period can be adjusted by the Board of Directors during the aforesaid period in accordance with the relevant laws and regulations of Korea.
5. 5. As for the interest on bonds or dividend on the shares to be issued due to conversion, the Article 10(2) shall apply, mutatis mutandis; provided, however, that with respect to the interim distribution of dividends on the shares to be issued upon conversion after the interim distribution record date stipulated in Article 35-4, such new shares shall be deemed to have been issued on the day immediately following the interim distribution record date.

1. 1. The Company may issue bonds with warrants to persons other than shareholders up to an aggregate par value amount of which shall not exceed 700,000,000,000 Won.
2. 2. The amount of new shares for which the holders of bonds with warrants can subscribe shall be determined by the Board of Directors; provided, that the maximum amount of new shares to be subscribed by the holders of bonds with warrants shall not exceed the aggregate par value of bonds with warrants.
3. 3. The shares to be issued upon exercise of warrants shall be common shares in respect of 450,000,000,000 Won of the bonds with warrants and preferred shares in respect of 250,000,000,000 Won of the bonds with warrants. The issue price shall not be less than the par value of the shares as determined by the Board of Directors at the time of issuance of the relevant bonds with warrants.
4. 4. The period in which a bond holder may exercise his/her warrant shall be from the day immediately following the date of issuance of bonds with warrants to the day immediately before the date of maturity; provided, the period can be adjusted by the Board of Directors within the aforesaid period.
5. 5. As for the dividend on the shares to be issued due to conversion, the Article 10(2) shall apply, mutatis mutandis; provided, however, that with respect to the interim distribution of dividends on the shares to be issued upon the exercise of warrants after the interim distribution record date stipulated in Article 35-4, such new shares shall be deemed to have been issued on the day immediately following the interim distribution record date.

1. 1. Entries in the Shareholders Registry due to transfer of shares, creation or cancellation of a pledge or a trust on the shares shall be suspended from January 1 to January 31 of each year; provided that the Company may adjust the suspension period of the Shareholders Registry within a period not exceeding three (3) months upon giving a public notice two (2) weeks before the beginning of such period.
2. 2. Entries in the Shareholders Registry due to transfer of shares, creation or cancellation of a pledge or a trust on the shares shall be suspended from January 1 to January 31 of each year; provided that the Company may adjust the suspension period of the Shareholders Registry within a period not exceeding three (3) months upon giving a public notice two (2) weeks before the beginning of such period.
3. 3. In case where the Company convenes an extraordinary general meeting of shareholders or where deemed otherwise necessary, the Company may, by a resolution of the Board of Directors or such committee as authorized by the Board of Directors, suspend entry of any alterations regarding rights in the Register of Shareholders for a certain period not exceeding three (3) months, or deem any shareholders who are on the Register of Shareholders as of the date set by a resolution of the Board of Directors or such committee as authorized by the Board of Directors, or if the Board of Directors or such committee as authorized by the Board of Directors deems it necessary, the Company may close the Register of Shareholders and set the record date at the same time; provided that the Company shall give at least two (2) weeks' prior public notice thereof.

1. 1. General meetings of the shareholders of the Company shall be of two types: Ordinary and Extraordinary.
2. 2. Ordinary general meetings of shareholders shall be convened within three (3) months after the close of each fiscal year and extraordinary general meeting of shareholders shall be convened when necessary.

1. 1. Unless otherwise provided for in the relevant laws and regulations, the general meeting of shareholders shall be convened by the representative director of the Company in accordance with a resolution of the Board of Directors or such committee as authorized by the Board of Directors.
2. 2. If there are several representative directors or the representative director is unable to perform his/her duty, the Board of Directors shall determine.

1. 1. When convening a general meeting of shareholders, a written notice thereof setting forth the time, date, place and agenda of the meeting, shall be sent to each shareholder at least two (2) weeks prior to the date of such meeting.
2. 2. The notice requirement of Clause 1 above of convening general meeting of shareholders to shareholders holding not more than one (1) percent of the total number of shares with voting rights issued and outstanding shall be replaced by public notices given at least twice in "Joong-Ang Daily News" and "Korea Economic Daily" published in Seoulor by way of electronic notice in accordance with the related legislation, two (2) weeks prior to the meeting. Public notice of a meeting shall include the statement that a general meeting will be held and the agenda of the meeting
3. 3. When the Company gives notice or public notice in accordance with Clauses 1 and 2 above , the Company shall give notice or public notice of such reference matters relating to the management of the Company in accordance with Article 191-10, Clause 2. However, if the Company keeps the reference matters relating to the management of the Company at the head office and branches of the Company, the transfer agent, the Financial Supervisory Commission and the Korea Stock Exchange, it may replace notification or public notice thereof.

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

1. 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. 2. The chairman of a general meeting of shareholders may restrict the time and number of speeches of a shareholder as deemed necessary for the purpose of harmonious progress in the proceeding of the meeting.

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

1. 1. Any vacancy in the office of the director shall be filled by a resolution of a general meeting of shareholders. However, if the number of directors required by the relevant laws is met in accordance with Article 22 and there is no difficulty in the administration of business, the vacancy may be left unfilled until the next general meeting of shareholders.
2. 2. In case two or more directors are elected to fill vacancies, the cumulative voting as provided in Article 382-2 of the Commercial Code shall not apply.

1. 1. The representative director shall execute matters decided by the Board of Directors and shall control all affairs of the Company.
2. 2. Directors shall be take charge of the relevant duties as determined by the Board of Directors or such committee authorized by the Board of Directors. In the event that the representative director is not able to conduct his/her duties, the next person in the order of priority as determined by the Board of Directors shall act as the representative director.

1. 1. The Board of Directors shall consist of directors and shall contain the outside director(s) appointed pursuant to the relevant laws and regulations or these Articles of Incorporation.
2. 2. The Board of Directors shall resolve all important matters relating to the Company.

1. 1. The Company may establish the following committees within the Board of Directors by a resolution of the Board of Directors:

   1) Management Committee

   2) Audit Committee

   3) Outside Director Candidates Recommendation Committee

   4) Other committees deemed necessary by the Boards

2. 2. Power and operation of each committee shall be determined by a resolution of the Board of Directors, Power and operation of each committee shall be determined by a resolution of the Board of Directors, except as otherwise provided for in the relevant laws and regulations.
3. 3. Articles 28, 29 and 29-2 shall apply mutatis mutandis in respect of the committees.

1. 1. The Company may establish the Management Committee as set forth in Article 26-2 by a resolution of the Board of Directors.
2. 2. The Management Committee shall execute its duties in accordance with determination and Regulation of the Board of Directors and shall deliberate and resolve any matters delegated from the Board of Directors from time to time.
3. 3. Details concerning composition and operation of the Management Committee shall be determined by the Board of Directors.

1. 1. The Company may establish the Audit Committee as set forth in Article 26-2 by a resolution of the Board of Directors.
2. 2. Details concerning the composition and operation of the Audit Committee shall be determined by the Board of Directors.

1. 1. The Company may establish the Outside Director Recommendation Committee as set forth in Article 26-2 by a resolution of the Board of Directors.
2. 2. Details concerning composition and operation of the Outside Director Recommendation Committee shall be determined by the Board of Directors.

1. 1. The chairman of the Board of Directors shall be appointed from among the directors by a resolution of the Board of Directors.
   <Amended 2016.3.11>
2. 2. In the event that the chairman is unable to perform his or her duties, a person as appointed by the Board of Directors shall act as the chairman. <Amended 2016.3.11>

1. 1. The meeting of the Board of Directors shall be convened by the Chairman or the Representative Director, who shall give notice to each director of the date, time and place at least twenty-four (24) hours prior to the meeting in the form of written document, electronic mail or oral communication; provided that such notice may be omitted with the consent of all directors. <Amended 2016.3.11>
2. 2. Each director may request to convene a meeting of the Board of Directors when deemed necessary for the performance of the business.

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

1. 1. Legal reserves (under the Commercial Code);
2. 2. Other statutory reserves;
3. 3. Dividends;
4. 4. Voluntary reserve;
5. 5. Other retained earnings to be appropriated; and
6. 6. Retained earnings to be carried forward to the subsequent year.

1. 1. Dividends of profit may be paid in either cash or shares.
2. 2. In the case where the dividends of profit are distributed in shares, if the Company issues several types of shares, such distribution may be made through shares of different types by a resolution of a general meeting of shareholders.
3. 3. Dividends mentioned in Clause 1 above shall be paid to the shareholders or pledgees registered in the shareholders registry of the Company as of the last day of each fiscal year.
4. 4. The Company may, by the resolution of the Board of Directors, distribute in cash the dividends to the shareholders and pledges registered in the Shareholders Registry of the Company as of the record date (June 30 of each fiscal year); provided that such payment shall be limited only once during each fiscal year.

1. 1. Dividends shall be returned to the Company if the payment of dividends is not requested for five (5) consecutive years.
2. 2. Interest shall not accrue on dividends.