The purpose of the Company is to pursue joint growth and financial happiness by continuously creating value for the customers, society, shareholders, and employees. The Company shall provide full support for the autonomous management of related companies, while seeking sound growth strategies. The Company aims to become a trusted, leading global financial group that contributes to the development of the financial industry.

  • Oct. 17, 2005 A list of subsidiaries targeted for share transfer approved at an extraordinary shareholders' meeting
  • March 24, 2006 1st amendment in the General Shareholders' Meeting
  • March 23, 2007 2nd amendment in the General Shareholders' Meeting
  • March 28, 2008 3rd amendment in the General Shareholders' Meeting
  • March 27, 2009 4th amendment in the General Shareholders' Meeting
  • March 26, 2010 5th amendment in General Shareholders' Meeting
  • March 25, 2011 6th amendment in General Shareholders' Meeting
  • March 23, 2012 7th amendment in General Shareholders' Meeting
  • March 21, 2014 9th amendment in General Shareholders' Meeting
  • March 27, 2015 10th amendment in General Shareholders' Meeting
  • March 25, 2016 11th amendment in General Shareholders' Meeting

Article 1. Corporate Name

The company shall be called "Chusik Hoesa Hana Keumyoong Jiju" in Korean and "Hana Financial Group Inc." in English (the “Company”).

Article 2. Objectives

The objectives of the Company are to engage in the following business activities:

  1. To control or manage a financial company or company having close relation with the financial business through the ownership of stocks or equity;
  2. To provide the financial support to its subsidiary, etc. (which term shall include the subsidiary, sub-subsidiary, and companies under the control of sub-subsidiary; hereinafter the same shall apply);
  3. To invest in the subsidiary or to raise the fund for financial support to its subsidiary, etc.;
  4. To develop and sell the products jointly with its subsidiary, etc. and to provide the business support for joint use of facility, computer system, etc. with its subsidiary, etc.
  5. To engage in other business as allowed by law; and
  6. To engage in other business incidental or related to the foregoing.

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

  1. The head office of the Company shall be located in Seoul.
  2. The Company may establish branches, liaison offices, representative offices or subsidiaries within or outside Korea, by the resolution of the Board of Directors of the Company (the “Board”), as it deems necessary.

Article 4. Method of Public Notices

Public notices by the Company shall be given in Internet Webpage of the company (http://www.hanafn.com). However, in case of not making public notices in Internet Webpage by computer problem or other inevitable reasons public notice shall be given in The Seoul Shinmun and The Korea Herald, daily newspapers published in Seoul.

Article 5. Total Number of Authorized Shares

The total number of shares which the Company is authorized to issue shall be eight hundred million (800,000,000) shares.

Article 6. Par Value

Each share to be issued by the Company shall have a par value of five thousand (5,000) Korean Won.

Article 7. Total Number of Shares to be Issued at Incorporation

The total number of shares to be issued at incorporation shall be 204,256,243 shares of common stock in registered form.

Article 8. Class of Shares

  1. Shares to be issued by the Company shall be common shares in registered form and preferred shares in registered form.
  2. Preferred shares in registered form may have preference over common shares in dividend distribution or liquidation of residual assets of the Company.

Article 9. Total Number and Characteristics of Preferred Shares

  1. Preferred shares with dividend preference to be issued by the Company shall have no voting rights, and the maximum number of such preferred shares which the Company may issue shall not exceed one-half (1/2) of the total number of shares issued.
  2. If the Company increases its capital with or without consideration, the allocation of newly issued shares to the holders of preferred shares shall be as follows: where the capital was increased with consideration, such newly issued shares shall be allocated as the same type of shares as allocated to common shares, and where the capital was increased without consideration, such newly issued shares shall be allocated as preferred shares.
  3. Whether or not preferred shares shall have a validity period shall be determined by resolution of the Board at the time of issuance. If there is any such period during which preferred shares shall be valid, such period shall be no less than 1 year and no more than 10 years from the date of issuance, as determined by the Board. Preferred shares shall be converted into common shares upon the expiration of the validity period. Article 15 hereof shall apply mutatis mutandis with respect to the distribution of dividend for new shares issued upon conversion.
  4. The rate of dividends for preferred dividend stock is based on face value and shall be determined by the Board of Directors upon issuance. However, when issuing adjustable-rate preferred stock, the Board of Directors shall determine whether the preferred dividend rate can be adjusted, define the reasons for adjustment, and decide on the base date and method of adjustment.
  5. Preferred shares with dividend preference to be issued by the Company may be either participating or non-participating, or either cumulative or non-cumulative, as determined by the resolution of the Board at the time of issuance.
  6. If a general meeting of shareholders of the Company (the “General Meeting”) resolves not to pay dividends on preferred shares in any fiscal year, such preferred shares shall have the right to vote, commencing from the date of the General Meeting immediately following the General Meeting at which the resolution not to pay dividends on preferred shares is adopted, to the time of the end of the General Meeting at which a resolution to pay dividends for such preferred shares is adopted.
  7. If the holders of the cumulative-preferred shares do not receive dividends entitled to them during the validity period, such period shall be extended until such holder receive dividends entitled to them in full.
  8. The maximum number of preferred shares with liquidation preference which the Company may issue shall not exceed one-half (1/2) of the total number of shares issued. The amount of distribution upon liquidation of the Company to preferred shares with liquidation preference shall be the sum of their initial issue price and accrued but unpaid dividends.

Article 10. Denominations of Share Certificates

  1. Share certificates of the Company shall be issued in the following eight (8) denominations: one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1,000) and ten thousand (10,000) shares.
  2. Share certificates may be split or consolidated at the request of a shareholder of the Company.

Article 11. Convertible Shares

  1. The Company may issue shares convertible into common or preferred shares by the resolution of the Board.
  2. Issue price of new shares to be issued upon conversion shall be the issue price of share prior to such conversion, and the number of shares to be issued upon conversion shall be the same number as that of common shares or preferred shares prior to such conversion.
  3. The conversion period shall be no less than one (1) year and no more than ten (10) years from the date of issuance, as determined by the Board.
  4. For the purpose of any distribution of dividends on the shares issued upon conversion, Article 15 hereof shall apply mutatis mutandis.

Article 12. Redeemable Shares

  1. In case of an issuance of preferred shares, the Company may designate such shares, by the resolution of the Board, to be redeemable shares that may be cancelled with the profits of the Company at the option of the Company or the shareholders.
  2. The redemption date for redeemable shares shall be no less than one (1) year and no more than ten (10) years from the date of issuance, as determined by the resolution of Board; provided, however, that the Company may provide for all or part of the redeemable shares to be redeemable prior to the redemption date in accordance with the relevant laws and regulations.
  3. In the case a portion of redeemable shares issued by the Company is redeemed, the redemption shall be made in proportion to the number of redeemable shares held by each shareholder within the limit provided by law. Any fractional shares that remain after the calculation shall not be redeemable.
  4. In the event where the Company redeems the redeemable shares, such redemption shall be made within three (3) months after shareholders approve the statement of appropriation of retained earnings at an ordinary General Meeting.
  5. The redemption price of redeemable shares may be par value, issue price or the sum of issue price and an amount calculated with an interest rate that takes into account the market interest rate, as determined by the Board at the time of issuance.
  6. The Board may, at the time of issuance of the redeemable shares, determine that the redeemable shares shall be redeemed by the Company at any time during the redemption period upon the request for redemption by a shareholder, or pursuant to a resolution of the Board. Any redeemable shares outstanding on the day before the expiry of the redemption period shall be redeemed on the last day of the redemption period; provided, however, that if there are no profits to redeem shares with on the last day of the redemption period, the redemption period shall be extended until the actual redemption takes place.
  7. The Company may issue the redeemable shares as convertible shares under Article 11 hereof.
  8. Dividends on the redeemable shares under this Article 12 shall be prorated based on the date of issuance of relevant redeemable shares.

Article 13. Preemptive Rights

  1. Each shareholder of the Company shall have a preemptive right to subscribe for new shares to be issued by the Company in proportion to the number of shares held by such shareholder.
  2. Notwithstanding Article 13.1 above, the Company may allocate new shares to persons other than existing shareholders of the Company, in any of the following instances:
    1. Issuance of new shares less than 50 percent of total outstanding shares via capital increase by public offering as decided by the Board of Directors under the Capital Market and Financial Investment Business Act
    2. If the Company preferentially allocates new shares to members of the Employee Stock Ownership Association in accordance with the relevant provisions of the FSCMA;
    3. If the Company issues new shares for the issuance of depositary receipts ("DR"s), to the extent not exceeding 50/100 of the total number of issued shares of the Company, in accordance with the relevant provisions of the FSCMA;
    4. If the Company issues new shares upon the exercise of stock options in accordance with the relevant provisions of the Commercial Act(“CA”); or
    5. If the Company issues new shares to foreign investors, foreign or domestic financial institutions, allied companies, etc. for the necessity of management, such as introduction of advanced financial technology, improvement of financial structure of or financial support to the Company or its subsidiary, etc., strategic business alliance, etc., to the extent not exceeding 50/100 of the total number of issued shares of the Company.
  3. In case new shares are issued pursuant to Article 13.2 above, the class, number, issue price, etc. of shares to be issued shall be determined by a resolution of the Board, to the extent permitted by the relevant laws and regulations, such as the CA, etc.
  4. In the case of abandonment or loss of the preemptive right to subscribe for new shares by any shareholder, the forfeited shares resulting from such abandonment or loss of the pre-emptive right shall be disposed by a resolution of the Board. If fractional shares result from the allocation of new shares, such shares shall also be disposed of by a resolution of the Board.

Article 14. Stock Option

  1. The Company may grant stock options pursuant to the provisions of the CA, by a special resolution of the General Meeting, to the extent not exceeding 10/100 of the total number of issued shares of the Company; provided, however, that the Company may grant stock options by a resolution of the Board, to the extent not exceeding 1/100 of the total number of issued shares of the Company, and in such case, such grant shall be approved by shareholders at the first General Meeting to be held after the date of such grant.
  2. The Company may impose achievement of detailed performance as condition for the exercise of stock options, and may cancel all or part of stock options or postpone the exercise period, if such condition is not satisfied.
  3. The persons to whom stock options may be granted shall be officers and employees of the Company or its affiliated companies as prescribed in the relevant laws and regulations, including the CA, who have contributed, or are capable of contributing, to the establishment, management or technical innovation of the Company; provided, however, that the directors of the Company shall be excluded from the application of the provisional clause under Article 14.1 above.
  4. The shares to be issued upon the exercise by holders of stock options (in case the Company pays the difference between the exercise price of stock options and the then market price of such shares in cash or treasury shares, the shares which shall be the basis of the calculation of such differences) shall be common shares in registered form.
  5. The total number of shares to be given to one (1) officer or employee pursuant to the stock option shall not exceed 1/100 of the total number of shares issued.
  6. The exercise price per share for the stock option shall be determined in accordance with the relevant laws, such as the CA, etc.
  7. Stock options may be exercised for seven (7) years commencing from two (2) years after the date a resolution to grant such stock options was adopted under Article 14.1 above.
  8. Article 15 shall apply mutatis mutandis with respect to the distribution of dividends for new shares issued upon the exercise of stock options.
  9. In the following instances, the Company may, by a resolution of the Board, cancel the stock options granted to an officer or an employee:
    1. An officer or employee, who has been granted stock options, voluntarily resigns or retires;
    2. An officer or employee, who has been granted stock options, inflicts material damages or losses on the Company due to his/her willful conduct or negligence;
    3. The Company cannot allow the exercise of stock options due to its bankruptcy, dissolution, etc.; or
    4. An officer or employee who has been granted stock options is convicted of the violation of the FSCMA.
    5. Any of the causes for cancellation set forth in the stock option agreement occurs.

Article 15. Issuance Date of New Shares For the Purpose Of Dividend

In case the Company issues new shares with or without consideration or through stock dividend, the new shares shall be deemed to have been issued at the end of the fiscal year immediately prior to the fiscal year during which the new shares are issued for the purpose of distribution of dividends for such new shares; provided, however, that in case of interim dividends, the provisions of Article 44.2 hereof shall apply.

Article 16. Transfer Agent

  1. The Company shall designate a transfer agent for its shares.
  2. The transfer agent, its office and its duties shall be determined by a resolution of the Board and shall be notified to the public.
  3. The Company shall keep the registry of shareholders or a copy thereof at the office of the transfer agent. The Company shall entrust the transfer agent with the task of making records on the register of shareholders of any changes in the shareholders, registering the creation or termination of pledge of shares, and the insertion or deletion of trust property, as well as the issuance of share certificates, receipt of reports and other affairs concerning the shares of the Company.
  4. The relevant procedures for conducting activities referred to in Article 16.3 above shall be carried out in accordance with the regulations on the securities transfer agency business of the transfer agent.

Article 17. Report of Addresses, Name and Seals or Signatures of Shareholders, etc.

  1. All shareholders, registered pledgees and their respective statutory representatives shall file their names, addresses, and seal impressions or signatures with the transfer agent designated pursuant to Article 16 hereof.
  2. Any person mentioned in Article 17.1 above residing outside Korea shall designate the place and an agent for receiving notices within Korea and notify details thereof to the transfer agent.
  3. The notification requirement shall apply mutatis mutandis to any change in the details notified pursuant to Articles 17.1 and 17.2.

Article 18. Suspension of Entries in the Shareholder`s Registry and Record Date

  1. The Company shall suspend entry of alteration in the shareholder’s registry from the 1st day to 31st of January of each year.
  2. The shareholders registered in the shareholders' registry as of December 31 of each fiscal year shall be entitled to exercise the rights as shareholders at an Ordinary General Meeting convened for such fiscal year.
  3. The Company may, in accordance with relevant laws and regulations, close the shareholders’ registry for a specified period of time, or designate a record date, by a resolution of the Board in order to determine the shareholders who may exercise their rights, when convening an extraordinary General Meeting or as otherwise necessary.

Article 19 (General Provisions Relating to Corporate Bonds)

  1. The Company may issue corporate bonds by decision of the Board of Directors.
  2. The Board of Directors may entrust the CEO to decide the value and type of corporate bonds and issue the bonds within one year.
  3. Articles 16 and 17 shall apply when corporate bonds are issued.

Article 20. Issuance of Convertible Bonds

  1. The Company may issue convertible bonds by a resolution of the Board to persons other than existing shareholders of the Company in the maximum aggregate principal amount of two (2) trillion Won in any of the following cases:
    1. If the convertible bonds are issued through a general public offering;
    2. If the Company issues convertible bonds to foreign investors, foreign or domestic financial institutions, allied companies, etc. for the necessity of management, such as introduction of advanced financial technology, improvement of financial structure of or financial support to the Company or its subsidiary, etc., strategic business alliance, etc.; or
    3. If the Company issues convertible bonds in foreign countries in accordance with the relevant provisions of the FSCMA.
  2. The Board may issue the convertible bonds referred to in Article 19.1 above by granting conversion rights only with respect to a part of issued bonds.
  3. The shares to be issued upon conversion shall be common shares. The conversion price shall be equal to or more than the face value of the shares, as determined by the Board in accordance with relevant laws and regulations at the time of issuance of convertible bonds.
  4. The conversion period shall commence on the date following three (3) months after the issue date of the convertible bonds and shall end on the date immediately preceding the redemption date thereof; provided, however, that the conversion period may be adjusted within the above period by a resolution of the Board.
  5. For the purpose of any distribution of dividends on the shares issued upon conversion, and any payment of accrued interest on the convertible bonds, Article 15 hereof shall apply mutatis mutandis.

Article 21. Bonds with Warrants

  1. The Company may issue bonds with warrants (“BWs”) by a resolution of the Board to persons other than existing shareholders of the Company in the maximum aggregate principal amount of two (2) trillion Won in any of the following cases:
    1. If BWs are issued through a general public offering;
    2. If the Company issues BWs to foreign investors, foreign or domestic financial institutions, allied companies, etc. for the necessity of management, such as introduction of advanced financial technology, improvement of financial structure of or financial support to the Company or its subsidiary, etc., strategic business alliance, etc.; or
    3. If the Company issues BWs in foreign countries in accordance with the relevant provisions of the FSCMA.
  2. The maximum amount which BW holders may subscribe for shall not exceed the aggregate principal amount of such BWs, as determined by the Board.
  3. The shares to be issued upon exercise of warrants shall be common shares. The issue price shall be equal to or more than the face value of the shares, as determined by the Board in accordance with relevant laws and regulations at the time of issuance of BWs.
  4. The warrant exercise period shall commence on the date following three (3) months after the issue date of the relevant BWs and shall end on the date immediately preceding the redemption date thereof; provided, however, that the warrant period may be adjusted within the above period by a resolution of the Board.
  5. For the purpose of any distribution of dividends on the shares issued upon exercise of warrants, Article 15 hereof shall apply mutatis mutandis.

Article 22-1. Issuance of Participating Bond

  1. The Company may issue participating bonds by a resolution of the Board to persons other than existing shareholders of the Company in the maximum aggregate principal amount of one (1) trillion Won in any of the following cases:
    1. If the participating bonds are issued through a general public offering;
    2. If the Company issues participating bonds to foreign investors, foreign or domestic financial institutions, allied companies, etc. for the necessity of management, such as introduction of advanced financial technology, improvement of financial structure of or financial support to the Company or its subsidiary, etc., strategic business alliance, etc; or
    3. If the Company issues participating bonds in foreign countries, in accordance with the relevant provisions of the FSCMA.
  2. Matters regarding the dividend participation of bonds issued pursuant to Article 21.1 above shall be determined by a resolution of the Board at the time of issuance, based on the dividend on common stock.

Article 22-2. Issuance of Contingent Convertible Capital Securities

  1. The Company may issue contingent capital securities that can be converted into common equity of the Company (hereinafter called “Contingent Convertible Capital Securities”) by a resolution of the Board of Directors so long as the sum of the face value of the bonds, including outstanding bonds issued as per Article 20.1, does not exceed KRW 2 trillion and the reason for the issuance of said securities falls under Article 22-2.2.
  2. Contingent Convertible Capital Securities issued by the Company may be converted into registered common equity of the Company if the Company meets any one of the following conditions, and the details of the issuance shall be determined by a resolution of the Board of Directors, in accordance with relevant laws, at the time the Contingent Convertible Capital Securities are issued.
    1. The Company is designated as an insolvent financial institution in accordance with Article 2.2 of the Act on the Structural Improvement of the Financial Industry.
    2. The Company reaches certain targets, such those regarding business performance and financial structure improvement, at a certain time, as predetermined at the time the Contingent Convertible Capital Securities were issued.
  3. The terms of conversion, including the conversion price, that are not provided for under this Article shall be determined in accordance with relevant laws, and the details shall be determined by a resolution of the Board of Directors at the time the Contingent Convertible Capital Securities are issued.
  4. The Company may grant existing shareholders the right to acquire Contingent Convertible Capital Securities in proportion to the shares owned by each shareholder and within the total amount indicated in Article 22-2.1. If the shareholders abandon or lose the right to acquire the Contingent Convertible Capital Securities, or in the event of a fractional lot, measures to deal with such cases shall be determined by a resolution of the Board of Directors in accordance with relevant laws.
  5. The Company may issue Contingent Convertible Capital Securities to persons other than shareholders within the limit indicated in Article 22-2.1 under each of the following cases:
    1. The issuance of Convertible Contingent Capital Securities to domestic and international financial institutions and institutional investors in order to raise emergency funds.
    2. The issuance of Convertible Contingent Capital Securities to foreign investors, domestic and international financial institutions, institutional investors, and business alliance partners in order to satisfy managerial needs, such as the introduction of an advanced financial system, financial structure improvement, fundraising, or a strategic business alliance of the Company or its subsidiaries.
  6. Matters relating to the dividend of shares issued by conversion and the payment of coupons for Convertible Contingent Capital Securities shall be dealt with in accordance with the provision of Article 15.

Article 22-3. Issuance of Principal Write-down Contingent Capital Securities

  1. Where the total par value of bonds does not exceed KRW 2 trillion and in cases where any of the conditions mentioned in Article 22-3.2 are met, the Company may issue bonds (hereinafter called “Principal Write-down Contingent Capital Securities”) for which principal redemption and interest payment are reduced and exempted (hereinafter called “rescheduling”).
  2. With regard to Principal Write-down Contingent Capital Securities issued by the Company, principal redemption and interest payment thereof shall be exempted if any one of the conditions pre-determined under Article 22-2.2 is met, and the specific reasons for rescheduling shall be determined by a resolution of the Board of Directors, in accordance with relevant laws, at the time the Principal Write-down Contingent Capital Securities are issued.
  3. Matters relating to terms of Principal Write-down Contingent Capital Securities that are modified due to rescheduling, such as the rescheduling ratio, shall be determined by a resolution of the Board of Directors, in accordance with relevant laws, at the time the Principal Write-down Contingent Capital Securities are issued.

ARTICLE 23. Convening of General meeting of Shareholders

  1. General Meetings shall be of two types: (i) ordinary and (ii) extraordinary.
  2. An ordinary General Meeting shall be held within three (3) months after the end of each fiscal year and an extraordinary General Meeting may be convened whenever deemed to be necessary.

Article 24. Authority to Convene

  1. The Representative Director of the Company shall convene a General Meeting in accordance with a resolution of the Board, unless otherwise prescribed by relevant laws and regulations.
  2. If the Representative Director is unable to perform his/her duties, the General Meeting shall be convened by a director designated by the Board.

Article 24-2. Notice and Public notice of convocation

  1. The notice for convocation of a general meeting, which shall include the date, the place and the subject matters of that meeting, shall be dispatched in writing or by an electronic data to each shareholder at least two weeks prior to the date set for such meeting.
  2. The notice for convocation of a general meeting for shareholders who hold stocks not more than 1/100 of the total issued voting shares may be substituted for the notice for convocation prescribed in article 24-2.1 by notifying publicly more than twice in daily newspapers defined in the article 4, or by notifying publicly on DART(Data Analysis Retrieval and Transfer System) managed by FSS(Financial Supervisory Service) or similar disclosure system managed by KRX(Korea Exchange) at least two weeks prior to the date set for such meeting.

Article 25. Chairperson of the General Meeting

  1. The Representative Director shall preside over at a General Meeting.
  2. The deputy of chairman is decided by the sequence according to Article 24 in the event of the absence or disability of the Representative Director.

Article 26 (Method of Resolution at the General Meeting of Shareholders)

All resolutions of a shareholders' meeting shall be adopted by an affirmative vote of a majority of the voting rights of the shares represented at the meeting as well as by one quarter of the total issued shares, unless otherwise required by law and the Articles of Incorporation.

Article 27. Exercise of Voting Right in Writing

  1. If the Board, which is held for the purpose of convening a General Meeting, approves that shareholders may exercise their voting rights in writing at the meeting, shareholders may exercise their voting rights in writing without participating the meeting.
  2. In case of Article 27.1 above, the Company shall attach to the convening notice the documents and references necessary for the exercise of voting rights.
  3. If a shareholder intends to exercise his/her voting rights in writing, the shareholder shall fill in and submit to the Company the documents referred to in Article 27.2 above by the date immediately preceding the date set for the General Meeting.

Article 28. Number of Directors

The Company shall have not more than fifteen (15) directors, and shall have at least three (3) outside directors; provided, however, that the total number of outside directors shall be more than a half (50/100) of the total number of directors.

Article 29. Term of Office of Directors

  1. The term of office of a director shall be not more than three (3) years, as determined at the General Meeting, and the director may be re-elected. The term of office of an outside director shall be within 2 years; provided, however, that shall be within 1 year for re-appointment service term and the total tenure shall not be more than 5 years consecutively.
  2. The term of the office of a director referred to in Article 29. 1 above shall be extended until the close of an ordinary General Meeting which is held for the last fiscal year during his/her term of office.

Article 30. Substitution of Directors

If a vacancy in the office of a director does not cause the number of directors to fall below the legally required minimum number of directors, the Company may not elect a substitute director.

Article 31. Appointment of Representative Director

  1. The Company should appoint one Representative Director-Chairman by a resolution of the Board.
  2. The Company may appoint several vice Director-Chairmen and Director-Presidents and may appoint one Representative Director among them, by a resolution of the Board.

Article 32. Duties of Directors

  1. The Representative Director shall represent the Company and shall perform the matters resolved by the Board and oversee the business of the Company as determined by the Board.
  2. In the event the CEO is unable to perform his duties, the Board of Directors shall act in his place according to established procedures.

Article 33-1. Composition and Convening of the Meetings of Board

  1. The Board shall consist of all directors of the Company, and shall resolve important matters regarding the business affairs of the Company.
  2. The Board shall elect the chairman from among directors every year.
  3. The Board meetings shall be held more than once per fiscal quarter.
  4. A Board meeting shall be convened by the chairman of the Board by giving notice to each director at least seven (7) days prior to the scheduled date of such meeting.; provided, however, that the said procedures may be omitted with the consent thereon of all directors.
  5. In case the chairman is absent or disabled, a director designated by the Board shall give the convening notice and shall convene the Board meeting and the person who convenes the Board meeting shall be the chairman of the Board meetings.
  6. If a non-outside director is appointed as the chairman then the board shall designate a senior outside director representing outside directors in addition to the chairman.

Article 33-2. Qualifications of Outside Directors

  1. Outside directors shall be appointed from among those who possess the necessary professionalism, knowledge, and good judgment, and in consideration of each of the following qualities.
    1. Whether he/she has the working experience or professional knowledge in finance, economics, business management, accounting, and law necessary to fulfill his/her duties as outside director;
    2. Whether he/she can perform his/her duties fairly for the benefit of all shareholders and financial consumers without becoming entangled in specific interests as outside director;
    3. Whether he/she possesses the sense of ethics and responsibility necessary to serve as an outside director.
    4. Whether he/she is able to spend sufficient time and dedicate adequate effort to perform his/her duties as an outside director of a financial company
  2. An individual that falls under any of the grounds for disqualification prescribed under the relevant laws, including the Financial Holding Company Act, cannot be appointed as outside directors.
  3. During their incumbency, outside directors shall not be appointed as outside directors of other companies. However, this does not apply to the outside directors of affiliated companies of the Company.

Article 33-3. Responsibilities of the Board of Directors

  1. The Board of Directors shall decide all matters that fall within the scope of its responsibilities, as prescribed by relevant laws, such as the Commercial Act and Financial Holding Companies Act, as well as other important matters of the Company. It shall also supervise the tasks carried out by the directors.
  2. Each of the following matters shall be decided by the deliberation and resolution of the Board of Directors.
    1. Matters regarding management goals and evaluations
    2. Matters regarding the creation, revision, and abolition of important regulations, including the Articles of Incorporation
    3. Matters regarding budgets and the year-end closing of accounts
    4. Matters regarding important organizational changes, such as dissolution, business transfer, and merger
    5. Matters regarding the creation, revision, and abolition of internal control regulations and risk management regulations
    6. Matters regarding the establishment of the governance structure, including the succession of the chief executive officer
    7. Matters regarding conflicts of interest between major shareholders, executives, etc. and the Company
    8. Matters regarding the convocation of general meetings of shareholders and the agendas thereof
    9. Matters related to capital and fundraising
    10. Matters regarding important contracts and other related issues
    11. Other matters prescribed by the laws and regulations of the Board of Directors

Article 34. Method of Resolution

Except as otherwise provided in the relevant laws and regulations, all resolutions of the Board shall be adopted by the presence of at least more than one half (1/2) of all directors and a majority vote of the directors present at the meeting.

Article 35. Committees

  1. The Company may have the following committees within the Board and may establish extraordinary committees, if necessary.
    1. Steering Committee of BOD
    2. Audit Committee
    3. Outside Director Nomination Committee
    4. Risk Management Committee.
    5. Nomination Committee
    6. Management Development and Compensation Committee.
    7. Auditor Nomination Committee
    8. Chairman Nomination Committee
  2. Details of the organization, authority and operation of each committee shall be determined by the resolution of the Board.

Article 36. Remuneration for Directors

The remuneration and severance pay for the directors shall be determined by a resolution of the General Meeting

Article 37. Constitution of Audit committee

  1. The Company shall have an audit committee (the “Audit Committee”) in lieu of an auditor, as prescribed by the Commercial Act and other relevant laws.
  2. The Audit Committee shall consist of three (3) or more directors; provided that the outside directors shall constitute two-thirds (2/3) or more of the members of the Audit Committee.
  3. Each member of the Audit Committee shall be elected among the candidates who have been nominated by the nomination committee for candidates of an audit committee by the General Meeting
  4. The chairman of the Audit Committee shall be elected among the outside directors by a resolution of the Audit Committee.

Article 38. Duties of Audit Commitee

  1. The Audit Committee shall audit the accounting matters and business affairs of the Company.
  2. In addition to the matters referred to in Article 38.1 above, the Audit Committee shall perform such matters as may be delegated by the Board.

Article 39. Fiscal Year

The fiscal year of the Company shall begin on January 1 and end on December 31of each year

Article 40. Preparation and Maintenance of Financial Statements and Business Report

  1. The Representative Director shall prepare the following documents, together with the supplementary data and the business report, shall have them approved by the Board, and shall submit them to the Audit Committee no later than six (6) weeks before the date of the ordinary General Meeting:
    1. balance sheet;
    2. profit and loss statement; and
    3. statement of appropriation of retained earnings or statement of disposition of deficit.
  2. The Audit Committee shall submit an audit report to the Representative Director no later than one (1) week before the date of the ordinary General Meeting.
  3. The Audit Committee shall provide an audit report to the CEO at least one week prior to the date of the annual shareholders’ meeting.
  4. The Representative Director shall submit the documents described in Article 40.1 above to the ordinary General Meeting for shareholders’ approval, and shall report the business report thereat.
  5. The Representative Director shall keep on file copies of all documents described in Article 40.1 above, together with the supplementary data , the business report and Audit Committee's audit report thereon, at the head office of the Company for five (5) years, and certified copies of all of such documents at the branches of the Company for three (3) years, beginning from one (1) week before the date of the Ordinary General Meeting.
  6. The CEO shall disclose the balance sheet and income statement, consolidated balance sheet, and income statement, pursuant to the Act on External Audit of Stock Companies, as well as the audit opinion of the external reviewer within three months after the closing date. Regardless of Article 4, the disclosure may be in the form of electronic documents, pursuant to Article 55, Section 2, of the Financial Holding Company Act.

Article 41. Disposal of Profit

The Company shall dispose of the unappropriated retained earnings as of the end of each fiscal year as follows:

  1. profit reserves;
  2. other statutory reserves;
  3. dividends
  4. voluntary reserves; and
  5. other appropriation of retained earnings.

Article 42. Retirement of Shares

The Company may, by the resolution of the Board, retire its shares within the scope of profits to be distributed to the shareholders.

Article 43. Dividend

  1. Dividends may be distributed in cash or stock.
  2. In case the dividends are to be distributed in stock and the Company has several classes of issued shares, the stock dividend distribution may be made in shares of different classes by a resolution of the General Meeting.
  3. Dividends mentioned in Article 43.1 above shall be paid to the shareholders or pledgees who are registered in the Company's registry of shareholders as of the last day of each fiscal year.

Article 44. Interim Dividends

  1. The Company may, pursuant to a resolution of the Board, distribute interim dividends based thereon in accordance with the relevant laws. In such a case, the record date for the distribution of interim dividends shall be the 30th day of june. Such interim dividends shall be made in cash.
  2. In the event where new shares are issued (including by capitalization of reserve, stock dividends, request for conversion of convertible bonds, exercise of warrant under BWs or exercise of stock options) after the commencement date of the fiscal year and before the record date set forth in Article 44.1 above, the new shares shall be deemed to have been issued at the end of the immediately preceding fiscal year for the purpose of interim dividends.
  3. When distributing interim dividends, the same dividend rate as that of the common shares of the Company shall be applied to the preferred shares; provided, however, that, if the Board had adopted otherwise at the time of the issuance of such preferred shares, the dividend rate for such preferred shares shall be in accordance with such Board resolution.

Article 45. Expiration of Right to Payment of Dividend

  1. The right to demand payment of dividends shall extinguish by prescription if not exercised within five (5) years.
  2. The dividends, of which the right has been extinguished pursuant to Article 45.1 above, shall vest in the Company.

Article 46. Supplementary Provisions

Matters not specified in these Articles of Incorporation shall be determined by the resolution of the Board or the General Meeting, or in accordance with the Commercial Act or other laws and regulations.

Article 1. Effective Date

These Articles of Incorporation shall become effective from the date of registration of incorporation of the Company.

Article 2. Appointment of Initial Outside Director

The initial outside directors of the Company shall be appointed pursuant to a share transfer plan approved by shareholders (the “Plan”) without recommendation of the Outside Director Nomination Committee. Notwithstanding the provisions of Article 29 hereof, the term of the office of the initial outside directors of the Company shall end as of the close of an ordinary General Meeting which is held for the fiscal year ending as of December 31, 2006.

Article 3. Appointment of Initial Members of Audit Committee

The initial members of the Audit Committee shall be appointed pursuant to the Plan.

Article 4. Remuneration of Directors in Initial Fiscal Year

Notwithstanding the provisions of Article 36 hereof, the total remuneration of directors in the initial fiscal year shall not exceed one (1) billion Won, as determined by the Board at the first meeting to be held after incorporation.

Article 5. Initial Fiscal Year

Notwithstanding the provisions of Article 39 hereof, the initial fiscal year of the Company after incorporation shall be from the date of incorporation to December 31, 2005.

Article 6. Share Transferring Companies

In order to incorporate the Company, the following share transferring companies have prepared these Articles of Incorporation and have affixed their respective names and seals hereon on September 12, 2005.

  • Hana Bank
    101-1, 1Ka, Euljiro, Jung-Ku, Seoul
    President & CEO Jong-Yeol Kim (Signature or Registered Seal)
  • Daehan Investment & Securities Co., Ltd
    27-3, Yoido-Dong, Youngdeungpo-Ku, Seoul
    Chairman & CEO Wang-Ha Cho (Signature or Registered Seal)
  • Hana Information & System Company Ltd.
    115-8, 4Dong, Junggok, Kwangjin-Ku, Seoul
    President Jong-Sik Kim (Signature or Registered Seal)
  • Hana Institute of Finance
    101-1, 1Ka, Euljiro, Jung-Ku, Seoul
    President Geun-Woo Seoh (Signature or Registered Seal)

ADDENDUM

Article 1. Effective Date
The Articles of Incorporation shall become effective from March 30, 2006.

ADDENDUM

Article 1. Effective Date
The Articles of Incorporation shall become effective from March 23, 2007.

ADDENDUM

Article 1. Effective Date
The Articles of Incorporation shall become effective from March 29, 2008.

ADDENDUM

Article 1. Effective Date
The Articles of Incorporation shall become effective from March 27, 2009.

ADDENDUM

Article 1. Effective Date
The Articles of Incorporation shall become effective from March 26, 2010. However, Article 4 shall become effective from May 29,2010.

ADDENDUM

Article 1. Effective Date
The Articles of Incorporation shall become effective from March 25, 2011.

ADDENDUM

Article 1. Effective Date
The Articles of Incorporation shall become effective from April 15, 2012.

ADDENDUM

Article 1. Effective Date
The Articles of Incorporation shall become effective from March 21, 2014.

ADDENDUM

Article 1. Effective Date
The Articles of Incorporation shall become effective from March 27, 2015.

ADDENDUM

Article 1. Effective Date
The Articles of Incorporation shall become effective from March 25, 2016.