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Article 1 (Rights of Shareholders)

① Shareholders, as owners of APR Co., Ltd. (hereinafter referred to as the "Company"), have the fundamental rights guaranteed by the Commercial Act and other relevant laws. These rights include the right to participate in profit distribution, the right to attend and vote at the general meetings of shareholders, and the right to receive regular and timely information necessary for the exercise of their shareholder rights.
② Matters that significantly impact the existence of the Company and the rights of shareholders, such as mergers, amendments to the articles of incorporation, and capital reductions, shall be decided at the general meeting of shareholders in accordance with principles that fully guarantee shareholder rights and through lawful procedures.
③ The exercise of shareholder rights should be conducted conveniently in accordance with the freewill of the shareholders. To facilitate the exercise of shareholder rights, the Company shall provide sufficient information regarding the date, location, and agenda of the general meeting of shareholders well in advance.

Article 2 (Equitable Treatment of Shareholders)

① Shareholders, as owners of the Company, have the fundamental rights guaranteed by the Commercial Act and other relevant laws. These rights include the right to participate in profit distribution, the right to attend and vote at the general meetings of shareholders, and the right to receive regular and timely information necessary for the exercise of their shareholder rights.M
② Matters that significantly impact the existence of the Company and the rights of shareholders, such as mergers, amendments to the articles of incorporation, and capital reductions, shall be decided at the general meeting of shareholders in accordance with principles that fully guarantee shareholder rights and through lawful procedures.
③ The exercise of shareholder rights should be conducted conveniently in accordance with the free will of the shareholders. To facilitate the exercise of shareholder rights, the Company shall provide sufficient information regarding the date, location, and agenda of the general meeting of shareholders well in advance.

Article 3 (Responsibilities of Shareholders)

① Shareholders shall recognize the importance of their voting rights and actively exercise their voting rights in a manner that promotes the development and interests of the Company.
② Controlling shareholders, who exert influence over the management of the Company, shall act in the best interests of the Company and all shareholders, and strive to prevent any actions that could cause harm to the Company and other shareholders.

Article 4 (Functions of the Board of Directors)

① The Board of Directors is the highest decision-making body of the company and holds comprehensive authority over management as prescribed by relevant laws, the Articles of Incorporation, and the Board of Directors’ regulations.
② The Board of Directors establishes the company's core management strategies and objectives, deliberates on, and decides major management matters in the best interests of the company and its shareholders.
③ The Board of Directors oversees, manages, and supervises the activities of the management.
④ The Board of Directors may delegate authority to the CEO or committees within the Board except for significant matters specified by law, the Articles of Incorporation, or the Board of Directors’ regulations.

Article 5 (Composition of the Board of Directors)

① The Board of Directors shall be of a size that allows for effective and prudent discussion and decision-making, and it shall be composed of a sufficient number of directors to activate committees established within the Board.
② To ensure an independent and effective oversight function, at least one-quarter of the entire Board shall be composed of outside directors.
③ The Board of Directors may establish committees within the Board to ensure transparent and independent decision-making and to enhance expertise.

Article 6 (Qualifications of Directors)

① A director must meet the qualification standards prescribed by relevant laws and possess exemplary ethics, professional consciousness, and integrity, ensuring balanced representation of the rights and interests of all shareholders and stakeholders.
② A director should be able to allocate sufficient time for performing duties, possess innovative thinking, and a strong sense of responsibility.
③ A director should not be discriminated against based on factors such as gender, age, nationality, race, religion, education level, disability, etc., and should contribute to enhancing corporate values and shareholder rights.

Article 7 (Appointment of Directors)

① Directors shall be appointed at the shareholders' meeting.
② The representative director shall be appointed by resolution of the board of directors from among the directors elected at the shareholders' meeting.

Article 8 (Qualifications, Roles, and Powers of Outside Directors)

① An outside director must have no significant relationship with the company and should be capable of making independent decisions free from management and dominant shareholders.
② An outside director should possess top-level expertise or extensive practical experience in fields such as industry, finance, academia, law, or accounting, and provide substantive advice and support for company management based on such knowledge.
③ An outside director should independently participate in important management policy decisions of the company through board activities and oversee management.
④ An outside director may request the company to provide necessary information for performing duties and, if necessary, receive support from employees or external experts at the company's expense through prescribed procedures.

Article 9 (Duties and Responsibilities of Directors)

① Directors must make the best decisions to pursue the company's core values and enhance corporate value through active participation and involvement in the board.
② Directors must not disclose company information obtained in the course of duties to external parties or utilize it for personal or third-party interests.
③ Directors shall be liable for damages under laws if they violate laws or the articles of incorporation, or if they neglect their duties.
④ If directors have performed their duties with sufficient review and appropriate and rational judgment, their management decisions should be respected.
⑤ The company may purchase directors' liability insurance at its expense to recruit competent personnel as directors and ensure effective pursuit of accountability.
⑥ Directors must refrain from participating in any deliberation or decision-making process related to matters that could directly or indirectly influence their personal, business, or professional interests.

Article 10 (Evaluation and Compensation)

① Regular evaluations of the board and directors shall be conducted to enhance the efficiency of the board.
② The board shall design and operate a management evaluation and compensation system that can contribute to long-term shareholder value enhancement. Management activities should be evaluated fairly, and the results should be appropriately reflected in compensation.
③ Director compensation shall be governed by the executive compensation payment regulations approved by the shareholders' meeting.
④ Director compensation should be maintained at a reasonable proportion to their duties, be decided at an appropriate level reflecting the financial condition of the company, and be in line with the long-term interests of the company and shareholders.

Article 11 (Audit Committee)

① The audit committee shall consist of three or more directors appointed by the shareholders' meeting, with at least one member being an accounting or financial expert. Furthermore, to ensure independent and transparent audit functions, at least two-thirds of the committee members shall be outside directors.
② The audit committee shall review the legality of directors' and management's business execution, the integrity and validity of corporate financial activities, the accuracy of financial reporting, and the appropriateness of accounting standards. It shall also approve the appointment and dismissal of external auditors and report to the shareholders' meeting.
③ The audit committee shall have unrestricted access to necessary information for audit tasks and may, at the company's expense, seek advice from external institutions or experts as needed.

Article 12 (External Auditor)

① The company shall ensure that the external auditor maintains legal and substantial independence from the company, management, and controlling shareholders.
② The company shall arrange for the external auditor to attend the shareholders' meeting to explain any shareholder inquiries regarding audit reports.
③ The external auditor shall be appointed by the audit committee and shall report important matters identified during the external audit activities to the audit committee.

Article 13 (Protection of Stakeholders' Rights)

① The company endeavors to fulfill its corporate social responsibilities towards various stakeholders such as customers, employees, shareholders, creditors, business partners, and local communities.
② The company protects the rights of stakeholders under laws and contracts, respects the rights of workers by faithfully complying with labor laws such as the Labor Standards Act, and strives to improve the quality of life for workers.
③ Within the limits permitted by law, the company provides necessary information for the protection of stakeholders' rights and supports access to relevant information for stakeholders.

Article 14 (Disclosure)

① The company regularly prepares and discloses business reports, quarterly reports, and semi-annual reports, and promptly and accurately discloses matters that may significantly impact the decision-making of shareholders and stakeholders beyond those required by law.
② The company does not favor or discriminate against specific individuals regarding the scope or timing of disclosing important corporate information, ensuring simultaneous access for all stakeholders.

Article 5 (Total Number of Shares to be Issued by the Company)

The total number of shares to be issued by the company shall be 100,000,000 shares.

Article 6 (Value of One Share)

The value of each share issued by the company shall be 100 KRW.

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

The company shall issue 10,000 shares at the time of incorporation (with each share having a value of 5,000 KRW).

Article 8 (Types of Shares)

① The company’s shares shall consist of common shares and class shares.
② The class shares issued by the company may include shares with preferential rights regarding dividend distribution or distribution of residual assets, shares with restricted or excluded voting rights, redeemable shares, convertible shares, or a combination of some or all of these characteristics.

Article 9 (Class Shares regarding Dividend Distribution, Share Conversion, and Share Redemption)

① The company may issue preferred shares with priority rights over common shares for dividend distribution (“Dividend Preferred Shares”) or preferred shares with priority rights for the distribution of residual assets (“Residual Assets Distribution Preferred Shares”).
② When issuing Dividend Preferred Shares or Residual Assets Distribution Preferred Shares, the shares may be without voting rights as determined by a resolution of the board of directors. However, such non-voting shares shall not exceed 25/100 of the total number of issued shares.
③ When issuing Dividend Preferred Shares, the board of directors shall determine the preferential dividend rate for class shares between 1% and 15% per annum based on the par value of each share, and the type of dividend assets, the method of determining the value of dividend assets, and the terms and conditions for distributing profits shall be determined within the scope permitted by these Articles of Incorporation.
④ When issuing Dividend Preferred Shares, if the dividend rate for common shares exceeds the dividend rate for preferred shares, the board of directors may allow preferred shares to participate in the excess and receive dividends at the same rate as common shares.
⑤ When issuing Dividend Preferred Shares, if a predetermined dividend is not paid on the Dividend Preferred Shares in a certain business year, the accumulated unpaid dividends may be paid with the dividend payment of the following business year.
⑥ When issuing Residual Assets Distribution Preferred Shares, the board of directors may prioritize the distribution of residual assets as determined at the time of issuance, and if the distribution per common share exceeds the distribution per Residual Assets Distribution Preferred Share, the board of directors may allow preferred shares to participate in the excess and receive dividends at the same rate as common shares.
⑦ In the event of a capital increase with or without consideration, the allocation of new shares for Dividend Preferred Shares or Residual Assets Distribution Preferred Shares shall be in common shares for a capital increase with consideration, and in the same type of shares for a capital increase without consideration.
⑧ Any other specific terms and conditions for Dividend Preferred Shares or Residual Assets Distribution Preferred Shares not specified in these Articles of Incorporation shall be determined by a resolution of the board of directors.

Article 9-1(Redeemable Shares)

① The company may, by resolution of the board of directors, issue redeemable shares that can be retired at the option of the company or at the request of its shareholders, using the company's profits.
② The redemption price of redeemable shares shall be the sum of the issuance price plus an amount determined by the board of directors at the time of issuance, not exceeding 10% of the issuance price. However, if the redemption price is to be adjusted, the board of directors shall determine the intent to adjust, the reasons for adjustment, and the method of adjustment, etc.
③ The redemption period for redeemable shares shall be determined by a resolution of the board of directors within the range from three years after the date of issuance to the expiration of the duration. However, if any of the following reasons occur before the expiration of the redemption period, the period shall be extended until the reason is resolved:
1.If the distribution of preferred dividends on redeemable shares has not been completed.
2.If the company lacks sufficient profits to complete the redemption within the redemption period.
④ In the case of redeemable shares that can be redeemed at the option of the company, the company may redeem all of the redeemable shares at once or in installments. However, if the redemption is carried out in installments, the company may determine the shares to be redeemed by lot or using the pro-rata method, and any fractional shares resulting from the pro-rata method shall not be redeemed.
⑤ In the case of redeemable shares that can be redeemed at the option of the company, when the company intends to redeem the redeemable shares, it shall announce the intent to redeem, specify the shares subject to redemption and set a period of one month or more for submitting share certificates to the company, and shall separately notify the shareholders and pledgees registered in the shareholder register. Upon the expiration of the specified period, the redemption shall be compulsorily redeemed.
⑥ In the case of redeemable shares that are redeemed at the request of shareholders, shareholders who exercise the right to request redemption within the redemption request period shall notify the company of their intent to redeem and the shares subject to redemption, specifying a period of one month or more.
⑦ In the case of redeemable shares that are redeemed at the request of shareholders, shareholders who exercise the right to request redemption may request the company to redeem all of the redeemable shares at once or in installments. However, if the company has insufficient distributable profits at the time of the redemption request, it may redeem the shares in installments, and if the redemption is carried out in installments, the company may determine the shares to be redeemed by lot or using the pro-rata method, and any fractional shares resulting from the pro-rata method shall not be redeemed.
⑧ Any other specific terms and conditions for redeemable shares not specified in these Articles of Incorporation shall be determined by a resolution of the board of directors.

Article 9-2 (Convertible Shares)

① The company may, by resolution of the board of directors, issue shares that are convertible into common shares or other classes of shares at the request of shareholders or at the option of the company.
② At the time of issuance, the company may, by resolution of the board of directors, determine the number of shares to be issued due to conversion, and separately determine the matters necessary for conversion, such as the conversion ratio and the reasons for adjusting the conversion price (e.g., capital increase with consideration, capital increase without consideration, issuance of bonds related to shares, stock dividends, etc.).
③ The issuance price of new shares issued upon conversion shall be the issuance price of the shares before conversion.
④ The conversion period for convertible shares shall be determined by a resolution of the board of directors within 10 years from the day following the date of issuance.
⑤ The reasons for conversion of convertible shares that are converted at the option of the company shall be determined by a resolution of the board of directors at the time of issuance, taking into account the company's financial and business needs.
⑥ The provisions of Article 12 shall apply mutatis mutandis to the distribution of profits for shares issued due to conversion.
⑦ Any other specific terms and conditions for convertible shares not specified in these Articles of Incorporation shall be determined by a resolution of the board of directors at the time of issuance.

Article 10 (Electronic Registration of Shares, etc.)

If the company issues shares, etc., as defined in Article 2, Paragraph 1 of the Act on Electronic Registration of Stocks, Bonds, etc., it must electronically register the shares in the electronic register of the electronic registration institution. However, this may not apply to shares, etc. for which the company does not bear registration obligations under the law.

Article 11 (Preemptive Rights to New Shares)

① The shareholders of the company have the right to be allocated new shares in proportion to the number of shares they own when new shares are issued.
② Notwithstanding the provisions of paragraph ①, new shares may be allocated to persons other than shareholders by a resolution of the board of directors in the following cases:
1. If issuing new shares by means of public offering under Article 165-6 of the Financial Investment Services and Capital Markets Act within the range not exceeding 50/100 of the total number of issued shares.
2. If preferentially allocating new shares to members of employee stock ownership association under Article 165-7 of the Financial Investment Services and Capital Markets Act within the range of 20/100 of the total number of shares to be issued.
3. If issuing new shares due to the exercise of stock options under Article 542-3 of the Commercial Act.
4. If issuing new shares to domestic and foreign financial institutions or institutional investors for urgent fundraising within the range not exceeding 20/100 of the total number of issued shares.
5. If issuing new shares to the counterparty for the purpose of the introduction of important technology for business, research and development, production, sales, and capital cooperation within the range not exceeding 20/100 of the total number of issued shares.
6. If offering new shares for subscription or having an underwriter acquire them in order to list the stock on the KOSDAQ market.
7. If allocating new shares in advance to employee stock ownership association.
8. If granting the preemptive rights to new shares to the lead underwriter at the time of listing.
③ If new shares are issued pursuant to any one of the provisions of each subparagraph of paragraph ②, the type and number of shares to be issued and the issue price shall be determined by a resolution of the board of directors.
④ If a shareholder waives or loses their preemptive rights to new shares or if fractional shares arise from the allocation of new shares, the method of handling such shares shall be determined by a resolution of the board of directors.

Article 12 (Commencement Date for New Share Dividends)

The company shall pay dividends equally on shares of the same class that have been issued (including those converted) as of the dividend record date, regardless of their issuance date.

Article 13 (Stock Options)

① The company may grant stock options within the range of 15/100 of the total number of issued shares by a special resolution of the general meeting of shareholders. However, in accordance with Article 542-3(3) of the Commercial Act, stock options may be granted by a resolution of the board of directors within the range of 3/100 of the total number of issued shares. In such cases, stock options may be granted as performance-based options linked to management performance or stock price indices.
② If stock options are granted by a resolution of the board of directors pursuant to the proviso of paragraph ①, the approval must be obtained from the first general meeting of shareholders convened after such grant.
③ The grantees of stock options under paragraph ① shall be directors, auditors, or employees of the company, or directors, auditors, or employees of affiliated companies as defined in Article 30(1) of the Enforcement Decree of the Commercial Act, who have contributed or can contribute to the company's establishment, management, or technological innovation. However, those who are ineligible to be granted stock options under the Commercial Act or other relevant laws shall be excluded.
④ The stock options granted to any single executive or employee shall not exceed 10/100 of the total number of issued shares.
⑤ The grant of stock options may be canceled by a resolution of the board in any of the following cases:
1.If the grantee of stock options voluntarily resigns or retires.
2.If the grantee of stock options causes significant damage to the company intentionally or negligently.
3.If the company is unable to respond to the exercise of stock options due to bankruptcy of the company, etc.
4.If any other grounds for cancellation as stipulated in the stock option grant agreement arise.
⑥ The company shall grant stock options using one of the following methods:
1.Issuing and delivering newly issued common shares (or class shares) at the exercise price of stock options
2.Delivering treasury common shares (or class shares) at the exercise price of stock options
3.Paying or delivering the difference between the exercise price of stock options and the market price in cash or treasury shares.
⑦ Grantees of stock options may exercise their rights within a period of at least two years from the date of the resolution under paragraph ① and up to seven years from the date of service or tenure, as determined at the time of the grant by resolution of the general meeting of shareholders or the board of directors. However, if a grantee dies or resigns or retires due to reasons not attributable to them within two years from the date of the resolution under paragraph ①, they may exercise their stock options within the designated exercise period.
⑧ The provisions of Article 12 shall apply mutatis mutandis to the distribution of profits for new shares issued due to the exercise of stock options.

Article 13-2 (Employee Stock Options)

① The company may grant employee stock options to members of the employee stock ownership association within the range of 20/100 of the total number of issued shares by a special resolution of the shareholders' meeting in accordance with Article 39 of the Basic Labor Welfare Act. However, employee stock options may be granted by a resolution of the board of directors within the range of 10/100 of the total number of issued shares.
② The shares to be issued or transferred due to the exercise of employee stock options shall be common shares.
③ Grantees of employee stock options may exercise the rights within a period of not less than six months and not more than two years from the date of the resolution in paragraph ①. However, a specific exercise period may be determined during or after the aforementioned period by the resolution in paragraph ① to allow the rights to be exercised.
④ The exercise price of employee stock options shall be 70/100 or more of the appraised price determined by Article 14 of the Enforcement Rule of the Basic Labor Welfare Act. However, if shares are issued and delivered and the exercise price is lower than the par value of the shares, the par value shall be the exercise price.
⑤ The grant of employee stock options may be canceled by a resolution of the board of directors in any of the following cases:
1. If a member of the employee stock ownership association who has been granted employee stock options causes significant damage to the company intentionally or negligently.
2. If the company is unable to respond to the exercise of employee stock options due to bankruptcy or dissolution of the company, etc.
3. If any other grounds for cancellation as stipulated in the employee stock option grant agreement arise.
⑥ The provisions of Article 12 shall apply mutatis mutandis to the distribution of profits for new shares issued due to the exercise of employee stock options.

Article 14 (Transfer Agent)

① The company may appoint a transfer agent for its shares.
② The transfer agent, its business location, and the scope of agency work shall be determined by a resolution of the board of directors.
③ The company shall keep the shareholder register or a copy thereof at the office of the transfer agent, and the transfer agent shall handle the electronic registration of shares, management of the shareholder register, and other matters related to shares.
④ The procedures for handling the affairs in paragraph ③ shall be in accordance with the Securities Transfer Agency Business Regulations of the transfer agent.

Article 15 (Retirement of Shares)

The company may retire treasury shares held by the company by a resolution of the board of directors.

Article 16 (Closure of Shareholder Register and Record Date)

① The company shall suspend any changes to the shareholder register regarding the rights of shareholders from January 1st to January 15th every year.
② The shareholders listed in the shareholder register as of December 31st every year shall be the shareholders entitled to exercise their rights at the annual general meeting of shareholders for that business year.
③ Except as provided in paragraph ①, when it is necessary to determine those who are entitled to exercise rights as shareholders or pledgees, the board of directors may, by a resolution of the board, designate a certain period not exceeding three months to suspend changes to the shareholder register regarding rights, or the board of directors may, by a resolution of the board, designate a specific date within three months and designate the shareholders listed in the shareholder register on that date as the shareholders entitled to exercise the rights. If the board of directors deems it necessary, it may suspend changes to the shareholder register and designate a record date at the same time. The company shall announce this two weeks before the designated period or record date.

Article 17 (Issuance of Bonds)

① The company may issue bonds by a resolution of the board of directors.
② The board of directors may delegate the authority to the representative director to determine the amount and type of bonds and issue them within a period not exceeding one year.

Article 18 (Issuance of Convertible Bonds)

① The company may issue convertible bonds to parties other than shareholders by a resolution of the board of directors, within the range of the total par value of bonds not exceeding 5 billion KRW, in the following cases:
1.If issuing convertible bonds through a public offering.
2.If issuing convertible bonds to domestic and foreign financial institutions or institutional investors for urgent fundraising.
3. If issuing convertible bonds to the counterparty for the purpose of the introduction of important technologies for business, research and development, production, sales, or capital cooperation.
② When allocating bonds in the method specified in paragraph ①, subparagraph 1, the bonds must be allocated in one of the following methods by a resolution of the board of directors:
1.Allocating bonds to an unspecified number of applicants without classifying the types of those given the opportunity to subscribe to the bonds.
2. Giving shareholders priority to subscribe to the bonds, and if any bonds remain unsubscribed, giving an unspecified number of persons the opportunity to be allocated bonds.
3. Giving a certain type of person the opportunity to subscribe to the bonds based on reasonable criteria set by the applicable regulations, such as demand forecasting prepared by investment traders or brokers acting as underwriters or promoters.
③ In the case of convertible bonds under paragraph ①, the board of directors may issue the bonds with a condition that conversion rights are granted only for a portion of the bonds.
④ The shares issued upon conversion shall be either common shares or class shares, and the conversion price shall be the par value of the shares or a higher value, determined by a resolution of the board of directors at the time of bond issuance.
⑤ The period during which conversion can be requested shall be from one month after the bond issuance date until the day immediately preceding the redemption date. However, the conversion request period may be adjusted by a resolution of the board of directors within the above period.
⑥ The provisions of Article 12 of the Articles of Incorporation shall apply mutatis mutandis to the profit distribution for the shares issued upon conversion and the interest payment on the convertible bonds.
⑦ Any other specific terms and conditions related to the convertible bonds not specified in these Articles of Incorporation shall be determined by a resolution of the board of directors at the time of issuance.

Article 19 (Issuance of Bonds with Warrants)

① The company may issue bonds with warrants to parties other than shareholders by a resolution of the board of directors, within the range of the total par value of bonds not exceeding 5 billion KRW, in the following cases:
1.If issuing bonds with warrants through a public offering.
2.If issuing bonds with warrants to domestic and foreign financial institutions or institutional investors for urgent fundraising.
3. If issuing bonds with warrants to the counterparty for the purpose of the introduction of important technologies for business, research and development, production, sales, or capital cooperation.
② When allocating bonds in the method specified in paragraph ①, subparagraph 1, the bonds must be allocated in one of the following methods by a resolution of the board of directors:
1.Allocating bonds to an unspecified number of applicants without classifying the types of those given the opportunity to subscribe to the bonds.
2. Giving shareholders priority to subscribe to the bonds, and if any bonds remain unsubscribed, giving an unspecified number of persons the opportunity to be allocated bonds.
3. Giving a certain type of person the opportunity to subscribe to the bonds based on reasonable criteria set by the applicable regulations, such as demand forecasting prepared by investment traders or brokers acting as underwriters or promoters.
③ The amount that can be requested for preemptive rights to new shares shall be determined by the board of directors within the range not exceeding the total face value of the bonds.
④ The shares issued upon the exercise of preemptive rights to new shares shall be either common shares or class shares, and the issuance price shall be the par value of the shares or a higher value, determined by the board of directors at the time of bond issuance.
⑤ The period during which preemptive rights to new shares can be exercised shall be from one month after the bond issuance date until the day immediately preceding the redemption date. However, the exercise period of preemptive rights to new shares may be adjusted by a resolution of the board of directors within the above period.
⑥ The provisions of Article 12 of the Articles of Incorporation shall apply mutatis mutandis to the profit distribution for the shares issued upon the exercise of preemptive rights to new shares.
⑦ Any other specific terms and conditions related to bonds with warrants not specified in these Articles of Incorporation shall be determined by a resolution of the board of directors at the time of issuance.

Article 20 (Electronic Registration of Rights to be Indicated on Bonds and Certificate of Preemptive Right to New Shares)

The company may electronically register the rights that need be indicated on bonds and certificates of preemptive right to new shares in the electronic register of the electronic registration institution instead of issuing bond certificates and certificates of preemptive right to new shares. However, for bonds, electronic registration may be omitted except for listed bonds that are mandatorily subject to electronic registration under the law.

Article 21 (Applicable Standards for Bond Issuance)

The provisions of Article 14 shall apply mutatis mutandis to the issuance of bonds.

Article 22 (Timing of Convening Meetings)

The company shall convene an annual general meeting of shareholders within three months from the day following the end of the business year. Extraordinary general meetings of shareholders shall be convened from time to time when necessary.

Article 23 (Person Authorized to Convene Meetings)

① The general meeting of shareholders shall be convened by the representative director (CEO) pursuant to a resolution of the board of directors, except as otherwise provided by law.
② In the event of the representative director’s (CEO’s) absence, the provisions of Article 41 of these Articles of Incorporation shall apply mutatis mutandis.

Article 24 (Notice and Announcement of Convening Meetings)

① When convening a general meeting of shareholders, a written notice stating the date, time, and agenda of the meeting shall be sent to shareholders two weeks prior to the meeting date, or an electronic notice may be sent with the consent of each shareholder.
② For shareholders holding 1/100 or less of the total number of issued shares with voting rights, the convocation notice under Paragraph ① may be replaced by publishing a notice of the general meeting of shareholders, stating the intention to convene the meeting and the agenda, more than twice each in the Maeil Business Newspaper and the JoongAng Ilbo, which are daily newspapers published in Seoul, or by publishing it on the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange, two weeks prior to the shareholders' meeting.
③ When the company sends a convocation notice under paragraph ① or makes a public announcement under paragraph ②, if the agenda of the meeting is a matter regarding the appointment of directors or auditors, the company shall include in the notice or announcement the names, career backgrounds, nominators, and other relevant information on the candidates for directors or auditors as prescribed by the Enforcement Decree of the Commercial Act.
④ When the company sends a convocation notice or makes a public announcement of a general meeting of shareholders pursuant to Paragraphs ① and ②, it shall notify or publicly announce the matters stipulated in Article 542-4 (3) of the Commercial Act. However, this shall not apply if such matters are published on the company's website and kept at the company's head office, branch offices, transfer agent, the Financial Services Commission, and the Korea Exchange.

Article 25 (Place of Convocation)

The general meeting of shareholders shall be held at the location of the head office, but may be held in a nearby area if necessary.

Article 26 (Chairman)

The representative director shall be the chairman of the general meeting of shareholders.
However, in the event of the representative director's absence or inability to perform the duties of the chairman, the provisions of Article 41 shall apply mutatis mutandis.

Article 27 (Chairman's Power to Maintain Order)

① The chairman of the general meeting of shareholders may order a person who significantly disrupts order, such as by intentionally making remarks or acting to obstruct the proceedings of the meeting, to stop speaking or to leave the meeting.
② The chairman of the general meeting of shareholders may, when deemed necessary for the smooth conduct of the meeting, limit the speaking time and number of times a shareholder may speak.

Article 28 (Resolution)

① Each share shall have one voting right, and resolutions of the general meeting of shareholders shall be adopted by a majority of the voting rights of the shareholders present and one-fourth or more of the total number of shares issued, unless otherwise provided by law or the Articles of Incorporation.
② Shares without voting rights shall not be counted in the majority of voting rights and the total number of shares issued.
③ The following matters shall be resolved by a two-thirds or more of the voting rights of the shareholders present and one-third or more of the total number of shares issued:
1.Amendment of the Articles of Incorporation
2.Increase in authorized capital
3.Merger, division, divisive merger, dissolution, liquidation, or company reorganization under Company Reorganization Act
4.Transfer of all or more than one-half of the business and assets of the company, or acquisition of all or more than one-half of the business and assets of another company
5.Dismissal of directors, audit committee members, and liquidators
6.Reduction of capital
7.The names of those who will be granted stock options, the method of granting stock options, the exercise price and exercise period of stock options, and the type and number of shares to be issued upon exercise of stock options for each person to be granted stock options.
8.Other cases as prescribed by law

Article 29 (Restriction on Voting Rights of Cross-held Shares)

If the company, the company and its subsidiary, or a subsidiary of the company holds shares of another company exceeding 1/10 of the total number of issued shares of that other company, the shares of this company held by that other company shall have no voting rights.

Article 30 (Inconsistent Exercise of Voting Rights)

① If a shareholder holding two or more voting rights intends to exercise voting rights in an inconsistent manner, they shall notify the company in writing or by electronic document of their intention and reasons three days prior to the general meeting date.
② The company may refuse the shareholder's inconsistent exercise of voting rights. However, this shall not apply if the shareholder has accepted the trust of shares or holds shares for another person.

Article 31 (Proxy Exercise of Voting Rights)

A shareholder may exercise voting rights through a proxy. When a proxy exercises voting rights, they must submit a document proving their authority to do so to the chairman before voting.

Article 32 (Minutes of the General Meeting of Shareholders)

① Minutes shall be prepared for the proceedings of the general meeting of shareholders.
② The minutes of the general meeting of shareholders shall record the progress and results of the meeting, and shall have the names and seals affixed or signed by the chairman and the directors present. The minutes shall be kept at the head office and branch offices.

Article 33 (Number of Directors)

① The number of directors of the Company shall be three or more, and outside directors shall be one-fourth or more of the total number of directors.
② If the number of outside directors falls short of the requirements for the composition of the board of directors specified in paragraph ① due to reasons such as resignation or death of an outside director, outside directors shall be appointed at the first general meeting of shareholders convened after the occurrence of such reason to meet the requirements.

Article 34 (Appointment of Directors)

① Directors shall be appointed at the general meeting of shareholders.
② The appointment of directors shall be by a majority of the voting rights of the shareholders present and one-fourth or more of the total number of shares issued.
③ In the event of appointing two or more directors, the cumulative voting system stipulated in Article 382-2 of the Commercial Act shall not apply.

Article 35 (Term of Directors)

① The term of office of a director shall be three years from the date of their assumption of office. However, if the term of a director expires before the conclusion of the final annual general meeting of shareholders regarding the business year during their term of office, the term shall be extended until the conclusion of that annual general meeting of shareholders.
② The term of office of a director appointed by a by-election shall be the remaining term of the predecessor.

Article 36 (Duties of Directors)

① Directors shall faithfully perform their duties for the company in accordance with the provisions of laws and the Articles of Incorporation.
② Directors shall perform their duties for the company with the due care of a good manager.
③ Directors shall not divulge any trade secrets of the company acquired during their tenure, as well as after their retirement.
④ If a director discovers any fact that is likely to cause significant damage to the company, they shall immediately report it to the audit committee or the audit committee members.

Article 37 (Composition and Convocation of the Board of Directors)

① The board of directors shall be composed of directors.

② The board of directors shall be convened by the representative director or a director designated separately by the board of directors, who shall notify each director one week prior to the meeting date. However, the convocation procedure may be omitted with the consent of all directors.
③ A director who is not designated as the convener under paragraph ② may request the designated convening director to convene a board meeting. If the designated convening director refuses to convene the board meeting without justifiable reason, another director may convene the board meeting.
④ The chairman of the board of directors shall be determined by the board of directors. However, if the convener of the board of directors is separately designated by the board of directors pursuant to the proviso of paragraph ②, that director shall be the chairman.
⑤ Directors shall report the status of execution of duties to the board of directors at least once every three months.

Article 38 (Resolution of the Board of Directors)

① Unless otherwise provided by laws or the Articles of Incorporation, resolutions of the board of directors shall be adopted by the presence of a majority of the directors and the approval of a majority of those present.
② The board of directors may allow all or some of the directors to participate in the resolution by means of remote communication that allows all directors to simultaneously send and receive sound, without directly attending the meeting. In this case, the director shall be deemed to have attended the meeting of the board of directors in person.
③ A person with a special interest in the resolution of the board of directors shall not exercise their voting right.

Article 39 (Minutes of the Board of Directors)

① Minutes shall be prepared with respect to the proceedings of the board of directors.
② The minutes of the board of directors shall record the agenda items, the course of the proceedings and the results, the dissenting opinions and the reasons for the dissent, and shall have the names and seals affixed or signed by the directors present.

Article 40 (Representative Director)

① The representative director shall be appointed by the board of directors.
② The representative director shall represent the Company and oversee the business of the Company.

Article 41 (Duties of Directors)

① The vice president, managing director, or executive director, and the directors shall assist the representative director and divide the business of the Company as determined by the board of directors.
② In the event of the representative director’s absence, the duties shall be performed on behalf of the representative director in the order previously determined by the board of directors.

Article 42 (Committees within the Board of Directors)

① The Company may establish the following committees within the Board of Directors:
1. Compliance Monitoring Committee
2. Outside Director Nomination Committee
3. Audit Committee
4. Transparent Management Committee
5. Other committees deemed necessary by the Board of Directors
② Committees within the Board of Directors shall consist of two or more directors, and their organization and operation shall be determined by a resolution of the Board of Directors.
③ The following matters may not be delegated to the committees:
1. Matters requiring approval of the general meeting of shareholders
2. Appointment and dismissal of the representative director
3. Establishment of committees and appointment and dismissal of their members
4. Other matters decided by the board of directors
④ Articles 37, 38, and 39 shall apply mutatis mutandis to the committees.

Article 43 (Advisors and Consultants)

The Company may appoint several advisors or consultants by resolution of the board of directors.

Article 44 (Remuneration and Severance Pay for Directors)

① The remuneration of directors shall be determined by a resolution of the general meeting of shareholders.
② The payment of severance pay to directors shall be in accordance with the executive severance pay regulations approved by a resolution of the general meeting of shareholders,

Article 44-2 (Limitation of Directors' Liability to the Company)

① The Company may, by resolution of the general meeting of shareholders, exempt a director or auditor from liability under Article 399 of the Commercial Act for an amount exceeding 6 times the amount of compensation (including bonuses and profits from the exercise of stock options) for the most recent 1 year prior to the date of the act (3 times for outside directors).
② Paragraph ① shall not apply in cases where a director caused damage intentionally or with gross negligence, and in cases where a director falls under Article 397 (Prohibition of Concurrent Business), Article 397-2 (Prohibition of Misappropriation of Corporate Opportunities), and Article 398 (Prohibition of Self-Dealing) of the Commercial Act.

Article 45 (Composition of the Audit Committee)

① The Company shall have an audit committee pursuant to Article 42 in lieu of auditors. ② The audit committee shall consist of three or more directors, and at least two-thirds of the total members shall be outside directors.

Article 46 (Appointment and Dismissal of the Audit Committee Members)

① The appointment of audit committee members shall be made by a majority of the voting rights of the shareholders present, provided that it shall be at least one-fourth of the total number of issued shares. However, if electronic voting is permitted pursuant to Article 368-4(1) of the Commercial Act, the appointment of the audit committee may be resolved by a majority of the voting rights of the shareholders present. ② The dismissal of an audit committee member shall require at least two-thirds of the voting rights of the shareholders present and at least one-third of the total number of issued shares. ③ In the appointment or dismissal of the audit committee under paragraphs ① and ②, a shareholder holding shares exceeding 3/100 of the total number of shares issued with voting rights (in the case of the largest shareholder, the number of shares with voting rights held by their related parties, those holding shares for the account of the largest shareholder or their related parties, and those who have delegated voting rights to the largest shareholder or their related parties shall be aggregated when appointing or dismissing audit committee members who are not outside directors) may not exercise voting rights with respect to the excess shares. ④ The audit committee shall appoint a representative audit committee member from among its members by resolution. In this case, the representative audit committee member shall be an outside director. ⑤ If the number of outside directors falls short of the requirements for the composition of the audit committee specified in this Article due to reasons such as resignation or death of an outside director, the requirements shall be met at the first general meeting of shareholders convened after the occurrence of the reason.

Article 47 (Separate Appointment and Dismissal of the Audit Committee Members)

① Among the audit committee members constituted under Article 46, one member shall be appointed as an audit committee member who is a director separate from other directors by a resolution of the general meeting of shareholders. ② In the event that an audit committee member appointed separately under paragraph ① is dismissed, both the position as a director and the position as an audit committee member shall be lost.

Article 48 (Duties of the Audit Committee)

① The audit committee shall audit the accounting and business of the company. ② The audit committee may request the convening of an extraordinary general meeting of shareholders by submitting a document stating the purpose of the meeting and the reason for the convocation to the board of directors. ③ The audit committee may seek the assistance of experts at the company's expense if necessary. ④ The audit committee may, when necessary for the performance of its duties, demand a report on the business from a subsidiary company. In this case, if the subsidiary company fails to report without delay or if it is necessary to verify the contents of the report, it may investigate the business and financial status of the subsidiary company. ⑤ In addition to paragraphs ① through ④, the audit committee shall handle matters delegated by the board of directors. ⑥ The audit committee may, if necessary, request the convocation of the board of directors by submitting a document stating the purpose of the meeting and the reason for the convocation to the directors (or the convener if there is a convener). ⑦ The board of directors may not re-resolve the audit committee's resolution.

Article 49 (Audit Minutes)

The audit committee shall prepare audit minutes regarding the audit, and the audit minutes shall record the implementation plan and the results of the audit, and shall have the names and seals affixed or signed by the audit committee members who conducted the audit.

Article 51 (Business Year)

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

Article 52 (Preparation and Keeping of Financial Statements)

① The representative director of the company shall prepare the following documents, their accompanying statements, and a business report six weeks prior to the date of the annual general meeting of shareholders, receive an audit from the audit committee, and submit the following documents and the business report to the annual general meeting of shareholders:
1. Balance Sheet
2. Income Statement
3. Other documents specified in the Enforcement Decree of the Commercial Act as indicating the financial condition and business performance of the company
② If the company is a company subject to the preparation of consolidated financial statements as specified in the Enforcement Decree of the Commercial Act, the consolidated financial statements shall be included in each document under paragraph ①.
③ The audit committee shall submit an audit report to the representative director by one week prior to the date of the annual general meeting of shareholders.
④ Notwithstanding paragraph ①, the company may approve the documents by a resolution of the board of directors alone if all of the following requirements are met:
1. If there is an opinion from the external auditor that each document under paragraph ① fairly presents the financial condition and business performance of the company in accordance with the laws, regulations, and Articles of Incorporation.
2. If there is consent from all audit committee members.
⑤ If approved by the board of directors in accordance with paragraph ④, the representative director shall report the contents of each document under paragraph ① to the general meeting of shareholders.
⑥ The representative director shall keep the documents under paragraph ① and the audit report at the head office for five years and their copies at the branch offices for three years from one week prior to the date of the annual general meeting of shareholders.
⑦ Upon obtaining approval of each document under Paragraph ① from the general meeting of shareholders or the board of directors pursuant to Paragraph ④, the representative director shall disclose the balance sheet and the external auditor’s opinion without delay.

Article 53 (Appointment of External Auditor)

When appointing an external auditor, the audit committee shall appoint the external auditor in accordance with the provisions of the Act on External Audit of Stock Companies, etc., and the company shall report such appointment to the next annual general meeting of shareholders convened after the appointment of the external auditor or notify or announce it to the shareholders.

Article 54 (Appropriation of Profits)

The company shall appropriate the retained earnings before disposition for each business year as follows:
1. Earned surplus reserve
2. Other legal reserves
3. Dividends
4. Optional reserves
5. Other appropriated retained earnings

Article 55 (Distribution of Profits)

① The distribution of profits may be made in cash, shares, or other assets.
② In the event that distribution of profits is made in shares, if the company has issued different classes of shares, the distribution may be made in the same class of shares.
③ The company may, by a resolution of the board of directors, set a record date for determining the shareholders entitled to the dividend under paragraph ①, and if a record date is set, it shall be announced two weeks prior to the record date.

Article 55-2 (Interim Dividend)

① The Company may distribute an interim dividend in accordance with Article 462-3 of the Commercial Act by a resolution of the board of directors.
② The Company may, by a resolution of the board of directors, set a record date for determining the shareholders entitled to the dividend under paragraph ①, and if a record date is set, it shall be announced two weeks prior to the record date.
③ The interim dividend shall be limited to the amount remaining after deducting the following amounts from the net assets on the balance sheet of the previous fiscal years:
1. The amount of capital in the most recent fiscal year.
2. The total amount of capital reserves and earned surplus reserves accumulated up to the most recent fiscal year.
3. Unrealized gains as prescribed by the Enforcement Decree of the Commercial Act.
4. The amount determined for profit distribution at the annual general meeting of shareholders for the most recent fiscal year.
5. Any optional reserve accumulated for a specific purpose as stipulated in the Articles of Incorporation or by a resolution of the general meeting of shareholders up to the most recent fiscal year.
6. The earned surplus reserve to be accumulated during the fiscal year due to the interim dividend.

Article 55-3 (Quarterly Dividend)

① The Company may, by a resolution of the Board of Directors, distribute quarterly dividends in cash within 45 days from the end of March, June, and September from the beginning of the fiscal year, in accordance with Article 165-12 of the Financial Investment Services and Capital Markets Act.
② The Company may determine a record date by a resolution of the Board of Directors to identify shareholders entitled to receive the dividends under Paragraph ①, and if such a record date is determined, the Company shall announce it at least two weeks in advance.
③ The quarterly dividend shall be limited to the amount remaining after deducting the following amounts from the net assets on the balance sheet of the previous fiscal years:
1. The amount of capital in the most recent fiscal year.
2. The total amount of capital reserves and earned surplus reserves accumulated up to the most recent fiscal year.
3. Unrealized gains as prescribed by the Enforcement Decree of the Commercial Act.
4. The amount determined for profit distribution at the annual general meeting of shareholders for the most recent fiscal year.
5. Any optional reserve accumulated for a specific purpose as stipulated in the Articles of Incorporation or by a resolution of the general meeting of shareholders up to the most recent fiscal year.
6. The earned surplus reserve to be accumulated during the fiscal year due to the quarterly dividend.
7. The total amount of quarterly dividends if distributed during the business year.

Article 56 (Statute of Limitations on Dividend Payment Claims)

① If a dividend remains unclaimed for five years from the date on which the dividend payment is confirmed, the company shall be released from the obligation to pay.
② Any dividends for which the statute of limitations has expired under the preceding paragraph shall revert to the Company.
③ No interest shall be paid on profit dividends.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from September 29, 2014.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from March 05, 2017.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from June 29, 2017.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from September 28, 2017.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from February 19, 2018.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from August 20, 2020.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect on March 29, 2019. However, the amendments to Articles 10, 10-1, 14, 17, and 21 shall take effect on the date the Enforcement Decree of the Act on Electronic Registration of Stocks, Bonds, etc. comes into force.

Article 2 (Application of Special Provisions for Listed Companies)
Provisions applicable to listed companies shall take effect from the time the company’s common shares are listed on the Korea Exchange's Stock Market or KOSDAQ Market.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from April 29, 2020.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from August 27, 2020.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from March 29, 2021.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from March 31, 2022.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from March 29, 2023.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect on June 22, 2023.

Article 2 (Application of Special Provisions for Listed Companies)
The amendments to Article 11(3) and (4), Article 18(2), Article 19(2), Article 28(3)(5), Article 46, Article 47, and Article 55-1 shall take effect from the time the Company’s common shares are listed on the Korea Exchange's Stock Market or KOSDAQ Market.

Article 3 (Deletion of Special Provisions on Stock Options under the Venture Business Act)
The deletion of the special provisions on stock options under the Special Measures for the Promotion of Venture Businesses in Article 13-1 of these Articles of Incorporation shall take effect from the time the Company’s common shares are listed on the Korea Exchange's Stock Market or KOSDAQ Market.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from March 29, 2024.

Supplementary Provisions

Article 1 (Effective Date)
These Articles of Incorporation shall take effect from March 31, 2025.

31 March, 2025

APR Co., Ltd,
Representative Director Byeonghoon Kim (Seal)