Share Price Information

Corporate Governance

• Shareholders’ Meeting
• Board of Directors

Board of Directors

In tandem with the policy of ‘Transparent Management,’ LOTTE corporation is striving to promote corporate value while maximizing stakeholder profits. The LOTTE corporation Board of Directors currently deliberates on several key details involving those regulated by ordinances and articles of association, those delegated by the general meeting of shareholders and those pertaining to corporate governance fundamental policy and executive operations amid overseeing the operations of the executive staff.

LOTTE corporation Board of Directors is comprised of a total of 7 members: 3 executive & 4 Independent Directors

Composition of the Board of Directors

Executive Directors

• NameDong-Bin Shin
• Title Chairman, LOTTE Group
  CEO, LOTTE Corporation
  CEO, LOTTE WELLFOOD Corporation
  CEO, LOTTE Chemical Corporation
  CEO, LOTTE Shopping Corporation
  

• Date of
  Appointment 2017.10.12
• Present
  office term 2026.03.24 ~ 2029.03.24 (3 years)
• Major Career Vice Chairman, The Federation of Korean Industries
  Vice Chairman, Korea-Japan Economic Association
  CGF Board Member
  Asia Business Council Member
  

• NameJung-Uk Goh
• Title CEO / President,
  LOTTE Corporation
  Chair of the Board and the General Meeting of Shareholders
  

• Date of
  Appointment 2022.03.25
• Present
  office term 2026.03.24 ~ 2029.03.24 (3 years)
• Major Career (Former) Head of Financial Innovation Office, LOTTE Corporation
  (Former) CEO, LOTTE Capital
  (Former) Head of Management Strategy Division, LOTTE Capital
  

• NameJun-Hyung RHO
• Title CEO / President,
  LOTTE Corporation
  

• Date of
  Appointment 2024.03.28
• Present
  office term 2026.03.24 ~ 2029.03.24 (3 years)
• Major Career (Former) Head of Management Innovation Office, LOTTE Corporation
  (Former) CEO, LOTTE INNOVATE
  (Former) Head of Strategic Management Division, LOTTE INNOVATE
  

Independent Director

• NameKyung-Chun Lee
• Title Lead Independent Director, LOTTE Corporation
  
• Date of
  Appointment 2022.03.25
• Present
  Office Term 2026.03.24 ~ 2028.03.24 (2 years)
• Major Career (Former) Director of Seoul Bankruptcy Court
  (Former) Chief Judge of Seoul High Court
  (Former) Director of Judicial Support
  , Ministry of Court Administration
  

• NameHae-Kyoung Kim
• Title Independent Director, LOTTE Corporation
  
• Date of
  Appointment 2022.03.25
• Present
  Office Term 2026.03.24 ~ 2028.03.24 (2 years)
• Major Career (Former) CEO, KB Credit Information
  (Former) Vice President, KB Credit Information
  (Former) Head of KB Bank (Gangdong/north)
  

• NameYoung-kyung Seo
• Title Independent Director, LOTTE Corporation
  
• Date of
  Appointment 2025.03.26
• Present
  Office Term 2025.03.26 ~ 2027.03.26 (2 years)
• Major Career (Former) Member, Monetary Policy Board, The Bank of Korea
  (Former) (Founding) President, SGI (Sustainable Growth Initiative), Korea Chamber of Commerce and Industry
  (Former) Deputy Governor, The Bank of Korea
  

• NameByung-Kyu Cho
• Title Independent Director, LOTTE Corporation
  
• Date of
  Appointment 2026.03.24
• Present
  Office Term 2026.03.24 ~ 2029.03.24 (3 years)
• Major Career (Former) President & CEO, Woori Bank
  (Former) CEO, Woori Financial Capital
  (Former) Executive Vice President, Corporate Group, Woori Bank
  

Process of Electing Independent Director

Committee within Board of Directors

Committee within Board of Directors

	Executive Directors	Independent Directors
Chairman	Dong-Bin Shin, Jung-Uk Goh, Jun-Hyung RHO
Audit Committee		Young-kyung Seo(Chairman), Hae-Kyoung Kim, Byung-Kyu Cho
Independent Director Candidate Nomination Committee		Kyung-Chun Lee(Chairman), Hae-Kyoung Kim, Young-kyung Seo
Transparent Management Committee	Jung-Uk Goh	Kyung-Chun Lee(Chairman), Hae-Kyoung Kim, Young-kyung Seo
Compensation Committee	Jun-Hyung RHO	Kyung-Chun Lee(Chairman), Kyung-Chun Lee, Byung-Kyu Cho
ESG Committee	Jung-Uk Goh(Chairman), Jun-Hyung RHO	Byung-Kyu Cho(Chairman), Kyung-Chun Lee, Young-kyung Seo
executive committee	Jung-Uk Goh, Jun-Hyung RHO

Articles of Incorporation

• CHAPTER I GENERAL PROVISIONS
  Article 1 (Trade Name)

  The trade name of this company shall be LOTTE CORPORATION (the "Company").

  Article 2 (Purposes)

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

  • 1. acquire and hold shares and ownership interests in its subsidiaries (including sub-subsidiaries and other companies controlled by such sub-subsidiaries, hereinafter the "Subsidiaries, Etc.") and control the businesses of, and guide, organize and improve the management of, the Subsidiaries, Etc.
  • 2. evaluate the business performance of the Subsidiaries, Etc. and determine the compensation therefor
  • 3. examine the business and financial status of the Subsidiaries, Etc.
  • 4. provide financial and business support to the Subsidiaries, Etc.
  • 5. invest in, or secure funding to provide financial support to, the Subsidiaries, Etc.
  • 6. provide internal control and risk management of the Subsidiaries, Etc.
  • 7. engage in joint development and marketing of products and services with the Subsidiaries, Etc. and provide business support for joint utilization, etc. of facilities and IT systems with the Subsidiaries, Etc.
  • 8. perform functions entrusted by the Subsidiaries, Etc. to support the business operations of the Subsidiaries, Etc., including planning, accounting, legal and IT functions
  • 9. provide education and training services to the Subsidiaries, Etc.
  • 10. provide or license brands, licenses, etc. to the Subsidiaries, Etc.
  • 11. engage in the sale and provision of services relating to intangible assets, including knowledge and information, etc. held by the Company
  • 12. own real property for business purposes and lease the same to the Subsidiaries, Etc.
  • 13. engage in market research, management advisory and consultancy services
  • 14. engage in the advertisement business and produce and sell advertisement materials within and outside Korea
  • 15. develop new technology and engage in R&D services
  • 16. invest in, manage and operate new-technology-related businesses and provide assistance to start-up businesses; and
  • 17. any other businesses incidental to the foregoing.

  Article 3 (Location of Head Office and Branches)

  • (1) The Company's head office shall be in Seoul.
  • (2) If necessary, the Company may establish branches, liaison offices, representative offices or subsidiaries within or outside Korea by a resolution of the Board of Directors.

  Article 4 (Method of Giving Public Notices)

  Public notices of the Company shall be posted on the Company's Internet website (http://www.lotte.co.kr); provided, however, that if it is impossible to post public notices on the Company's Internet website due to a technical error or another unavoidable reason, public notices shall be posted in The Korea Economic Daily, a daily newspaper of general circulation in Seoul.

• CHAPTER II SHARES
  Article 5 (Number of Total Authorized Shares)

  The number of total authorized shares to be issued by the Company shall be 500,000,000 shares.

  Article 6 (Par Value per Share)

  The par value per share to be issued by the Company shall be KRW 200.

  Article 7 (Classes of Shares)

  The classes of the shares to be issued by the Company shall be common shares in a registered form and preferred shares in a registered form.

  Article 7-2 (Number and Terms of Class 1 Preferred Shares)

  • (1) The class 1 preferred shares to be issued by the Company shall be non-voting shares with preferred dividend rights (the "Class 1 Preferred Shares"), and the number of the Class 1 Preferred Shares shall be 750,000 shares.
  • (2) The dividends on the Class 1 Preferred Shares shall be not less than nine percent (9%) per annum based on the par value, and the rate thereof shall be determined by the Board of Directors at the time of issuance.
  • (3) If the dividend rate declared on common shares exceeds that on the Class 1 Preferred Shares, the shareholders holding the Class 1 Preferred Shares shall be entitled to such excess, which shall be distributed on a pro rata basis to all common shares and Class 1 Preferred Shares.
  • (4) If, for any fiscal year, dividends have not been paid on the Class 1 Preferred Shares at the dividend rate prescribed herein, such unpaid dividends shall be paid first on a cumulative basis at the time of payment of dividends for the subsequent fiscal year.
  • (5) In the event a resolution has been passed at a meeting of shareholders of the Company that dividends on the Class 1 Preferred Shares shall not be paid as prescribed herein, the shareholders holding the Class 1 Preferred Shares shall be granted voting rights at the meetings of shareholders convened following the aforesaid meeting until and including the meeting of shareholders at which a resolution is passed in favor of payment of the dividends on the Class 1 Preferred Shares.
  • (6) If the Company increases its capital by a rights issue or bonus issue, the new shares to be allotted to the Class 1 Preferred Shares shall be common shares in case of a rights issue and shares of the same type in case of a bonus issue.
  • (7) The term of the Class 1 Preferred Shares shall be ten (10) years from the date of issuance, and the Class 1 Preferred Shares shall be converted to common shares upon the expiration of such term; provided, however, that if the preferred dividends have not been paid by the Company as prescribed herein during the said term, the aforementioned term shall be extended until such unpaid dividends shall have been paid in full.

  Article 7-3 (Number and Terms of Class 2 Preferred Shares)

  • (1) The class 2 preferred shares to be issued by the Company shall be non-voting shares with preferred dividends (the "Class 2 Preferred Shares"), and the number of the Class 2 Preferred Shares shall not be more than 3,000,000 shares.
  • (2) The dividends on the Class 2 Preferred Shares shall be the sum of the dividends paid on common shares and the amount calculated at the rate determined by the Board of Directors at the time of issuance based on the par value. Such rate may be determined considering all relevant circumstances, such as the previous dividend rates, the necessity of securing funding and market conditions, etc.
  • (3) If no dividend is paid on the common shares, the Company may decide not to pay dividends on the Class 2 Preferred Shares as well.
  • (4) In the event the Company is unable to pay the dividends on the Class 2 Preferred Shares as prescribed herein from the profits of the relevant fiscal year and a resolution is adopted at a meeting of shareholders not to pay dividends on the Class 2 Preferred Shares, the shareholders holding the Class 2 Preferred Shares shall be granted voting rights at, and until the close of, the meeting of shareholders convened following the aforesaid meeting.
  • (5) If the Company increases its capital by a bonus issue and issues class shares with respect to the Class 2 Preferred Shares, the Class 1 Preferred Shares set forth in Article 7-2 shall be allotted thereto.

  Article 8 (Electronic Registration of Rights to be Indicated on Shares and Warrant Certificates)

  In lieu of issuing share certificates and warrant certificates, the Company shall electronically register the rights to be indicated on the shares and warrant certificates in the electronic registration account book maintained by the electronic registration institution.

  Article 9 (Issuance and Allotment of Shares)

  • (1) In the event the Company issues new shares by a resolution of the Board of Directors, it shall be by one of the following methods:
    • 1. granting the shareholders an opportunity to subscribe for new shares in order to allot new shares to them in proportion to their respective shareholdings
    • 2. granting certain persons (including the shareholders of the Company) an opportunity to subscribe for new shares in order to allot new shares to such persons by a method other than Item 1 above, to the extent that the number of such new shares does not exceed twenty percent (20/100) of the total number of issued and outstanding shares and it is deemed necessary to achieve the Company's managerial purpose, such as acquisition of new technology or improvement of the Company's financial structure; or
    • 3. granting a number of unspecified persons (including the shareholders of the Company) an opportunity to subscribe for new shares by a method other than Item 1 above, to the extent that the number of such new shares does not exceed fifty percent (50/100) of the total number of issued and outstanding shares, and allotting new shares to the persons who subscribed for new shares as above.
  • (2) In case of allotting new shares by the method set forth in Paragraph (1), Item 3 above, new shares shall be allotted by one of the following methods by a resolution of the Board of Directors:
    • 1. allotting new shares to a number of unspecified persons without classifying the types of persons who will be granted an opportunity to subscribe for new shares
    • 2. allotting new shares to the members of the Employees Share Ownership Association pursuant to the applicable laws and regulations, and granting a number of unspecified persons an opportunity to subscribe for new shares which are not so subscribed for (if any)
    • 3. granting the shareholders a priority opportunity to subscribe for new shares, and then granting a number of unspecified persons an opportunity to subscribe for new shares which are not so subscribed for (if any); or
    • 4. granting a certain type of persons an opportunity to subscribe for new shares in accordance with the reasonable standards prescribed by investment traders or investment brokers acting as an underwriter or an intermediary in accordance with the applicable laws and rules, such as demand forecast.
  • (3) Notwithstanding Paragraphs (1) and (2) above, if the Company receives from the shareholders of Subsidiaries, Etc. or other companies the issued and outstanding shares of such companies as an in-kind contribution in order to (i) comply with the requirements or conditions applicable to a holding company under the Monopoly Regulation and Fair Trade Act, (ii) carry out the business of holding shares or ownership interests, or (iii) acquire subsidiaries or shares thereof, the Company may allot new shares to the persons holding the shares of such companies (including the shareholders of the Company) by a resolution of the Board of Directors.
  • (4) In case of allotting new shares by the method set forth in Paragraph (1), Item 2 or 3, the Company shall give a public notice or give notice to the shareholders of the matters prescribed in Article 416, Items 1, 2, 2-2, 3 and 4 of the Korean Commercial Code (the "KCC") at least two (2) weeks prior to the relevant due payment date; provided, however, that the Company may publish a report on material facts with the Financial Services Commission and the Korea Exchange pursuant to Article 165-9 of the Financial Investment Services and Capital Markets Act (the "FSCMA") in lieu of such public notice or notice to the shareholders.
  • (5) In issuing new shares by a method set forth in Paragraph (1) above, the type, number and the issuance price, etc. of the shares to be issued shall be determined by a resolution of the Board of Directors.
  • (6) If there remain shares which have not been subscribed for or paid for by the due date after allotment, the method of dealing with such new shares shall be determined by a resolution of the Board of Directors in accordance with the applicable laws and regulations, including those on the adequacy of the issuance price.
  • (7) If there are any fractional shares resulting from the allotment of new shares, the method of dealing with such fractional shares shall be determined by a resolution of the Board of Directors.
  • (8) In issuing new shares pursuant to Paragraph (1), Item 1 above, the Company shall issue to the shareholders the certificate of preemptive right to new shares.

  Article 9-2 (Holding or Disposal of Treasury Shares)

  If necessary to achieve the Company's managerial purpose, such as acquisition of new technology or improvement of the Company's financial structure, or in any other case where the holding or disposal of treasury shares is permitted by law, the Company may hold or dispose of treasury shares in accordance with a treasury share holding and disposal plan approved by the General Meeting of Shareholders.

  Article 10 (Stock Options)

  • (1) The Company may grant stock options to its officers and employees (which shall include, for the purpose of this Article, officers and employees of related companies as prescribed in Article 30 of the Enforcement Decree of the KCC) by a special resolution of the General Meeting of Shareholders, to the extent not exceeding fifteen percent (15/100) of the number of total issued and outstanding shares of the Company; provided, however, that the Company may grant stock options to officers and employees excluding the directors of the Company, by a resolution of the Board of Directors, to the extent not exceeding one percent (1/100) of the number of total issued and outstanding shares. If the Company grants stock options by a resolution of the Board of Directors, the Company shall obtain the approval of the General Meeting of Shareholders that is convened immediately after the granting of such stock options. Stock options granted pursuant to a resolution of the General Meeting of Shareholders or the Board of Directors may be linked to the performance of the Company as measured by business performance targets or market indices.
  • (2) The persons entitled to receive such stock options shall be officers and employees who have contributed, or are capable of contributing, to the incorporation, management, overseas sales or technological innovation, etc. of the Company.
  • (3) The shares to be delivered upon the exercise of stock options (in the event the Company settles the difference between the exercise price of the stock options and the fair value of the shares to be delivered in cash or treasury shares, the shares whose fair value is used as the basis for calculating such difference) shall be selected among the classes of shares set forth in Article 7 hereof, by a resolution of the General Meeting of Shareholders or the Board of Directors granting such stock options.
  • (4) The exercise price per share for the stock option shall be equal to or higher than the amount calculated pursuant to the following subparagraphs, and the same shall apply when adjusting the exercise price after the grant of the stock option:
    • 1. in case of delivering newly issued shares, the higher of the following:
    • A. the fair value of the share of the Company as of the date of granting the stock option; or
    • B. the par value of the relevant share;
    • 2. in case of delivering treasury shares, the fair value of the share of the Company as of the date of granting the stock option.
  • (5) Stock options granted hereunder may be exercised at least two (2) years after the date of the resolution made pursuant to Paragraph (1) above and within ten (10) years therefrom.
  • (6) The grantee of a stock option may exercise the stock option only if he or she has served the Company for at least two (2) years from the date of the resolution under Paragraph (1) above; provided, however, that if the said grantee deceases, or retires or resigns from the Company due to any reason not attributable to him/her, within two (2) years from the date of the resolution under Paragraph (1) above, such stock option may be exercised within the exercise period.
  • (7) In any of the following cases, the Company may revoke the grant of stock options by a resolution of its Board of Directors:
    • 1. if the officer or employee granted the stock option voluntarily retires or resigns;
    • 2. if the officer or employee granted the stock option causes material damage to the Company by willful misconduct or negligence;
    • 3. if the Company is unable to perform its obligations upon the exercise of stock options due to bankruptcy, dissolution, etc.; or
    • 4. if any other event occurs that is stipulated as a ground for revocation in the Stock Option Grant Agreement.

  Article 11 (Equal Dividends)

  The Company shall pay equal dividends, regardless of the date of issuance, on all shares of the same class issued (including shares issued upon conversion) as of the record date for dividends.

  Article 12 (Transfer Agent)

  • (1) The Company shall designate a transfer agent for shares.
  • (2) The transfer agent, its place of business and the scope of its agency work shall be determined by a resolution of the Board of Directors, and such facts shall be publicly notified.
  • (3) The shareholders registry or duplicates thereof shall be kept at the business place of the transfer agent, and the electronic registration of shares, management of the shareholders registry and other matters relating to shares shall be conducted by the transfer agent.
  • (4) The procedures applicable to the tasks provided for in Paragraph (3) above shall be conducted in accordance with the relevant business regulations established by the transfer agent.

  Article 13 (Preparation and Keeping of the Shareholders Registry)

  • (1) Upon receiving notice of the beneficial owner details from the electronic registration institution, the Company shall prepare and keep the shareholders registry by recording the matters so notified together with the date of such notice.
  • (2) The Company may request the electronic registration institution to prepare the beneficial owner details where necessary, including where a ground prescribed by the applicable laws and regulations exists.
  • (3) The Company shall prepare the shareholders registry in the form of an electronic document.

  Article 14 (Record Date)

  • (1) The shareholders registered in the shareholders registry as of the last day of each fiscal year shall be entitled to exercise the rights as shareholders at the Ordinary General Meeting of Shareholders convened with respect to such fiscal year.
  • (2) The shareholders registered in the shareholders registry as of the date determined by a resolution of the Board of Directors for the purpose of convening an Extraordinary General Meeting of Shareholders or for any other necessary purpose shall be entitled to exercise their rights as such. The Company shall give public notice thereof at least two (2) weeks prior to such date.
• CHAPTER III BONDS
  Article 15 (Issuance of Bonds)

  • (1) The Company may issue bonds by a resolution of the Board of Directors.
  • (2) The Board of Directors may delegate to the Representative Director the issuance of bonds by determining the amount and types of the bonds to be issued within a period not exceeding one (1) year.

  Article 16 (Issuance of Convertible Bonds)

  • (1) The Company may, in any of the following cases, issue convertible bonds to persons other than the existing shareholders of the Company by a resolution of the Board of Directors, to the extent that the aggregate face value of such convertible bonds so issued shall not exceed KRW 2 trillion:
    • 1. issuance by way of granting certain persons (including the shareholders of the Company) an opportunity to subscribe for the bonds, in order to allot bonds to such persons by a method other than Article 9, Paragraph (1), Item 1 above, if it is necessary to achieve the Company's managerial purpose, such as acquisition of new technology or improvement of the Company's financial structure;
    • 2. issuance by way of granting a number of unspecified persons (including the shareholders of the Company) an opportunity to subscribe for the bonds by a method other than Article 9, Paragraph (1), Item 1 above, and allotting the bonds to the persons who subscribed for the bonds;
    • 3. overseas issuance pursuant to Article 165-16 of the FSCMA;
    • 4. issuance to domestic or foreign financial institutions for the purpose of emergency financing; or
    • 5. issuance for the purpose of inducing foreign investment.
  • (2) In case of allotting bonds by the method prescribed in Paragraph (1), Item 2 above, the bonds shall be allotted by one of the following methods by a resolution of the Board of Directors:
    • 1. by allotting the bonds to a number of unspecified persons without classifying the types of persons who are granted an opportunity to subscribe for the bonds;
    • 2. by granting the shareholders a priority opportunity to subscribe for the bonds, and then granting a number of unspecified persons an opportunity to be allotted the bonds not so subscribed for (if any); or
    • 3. granting a certain type of persons an opportunity to subscribe for the bonds in accordance with reasonable standards prescribed by investment traders or investment brokers acting as an underwriter or an intermediary in accordance with the applicable laws and rules, such as demand forecast.
  • (3) The convertible bonds issued pursuant to Paragraph (1) above may be issued on the condition that only a portion thereof shall carry a conversion right, by a resolution of the Board of Directors.
  • (4) The shares to be issued upon conversion shall be common shares, Class 1 Preferred Shares or Class 2 Preferred Shares, and the conversion price, which shall be equal to or higher than the par value per share of such shares, shall be determined by the Board of Directors at the time of issuance of such bonds.
  • (5) The period during which the conversion right may be exercised shall commence on the date following one (1) month from the issuance date of the relevant convertible bonds and end on the date immediately preceding the redemption date thereof; provided, however, that the conversion period may be adjusted within the foregoing period by a resolution of the Board of Directors.

  Article 16-2 (Electronic Registration of Rights to be Indicated on Bond Certificates and Warrant Certificates)

  In lieu of issuing bond certificates and warrant certificates, the Company shall electronically register the rights to be indicated on the bond certificates and warrant certificates in the electronic registration account book maintained by the electronic registration institution; provided, however, that with respect to bonds, the Company may elect not to electronically register such bonds, except for listed bonds, etc. for which electronic registration is mandatory under the applicable laws and regulations.

  Article 17 (Issuance of Bonds with Warrants)

  • (1) The Company may, in any of the following cases, issue bonds with warrants to persons other than the existing shareholders of the Company, to the extent that the aggregate face value of such bonds with warrants so issued shall not exceed KRW 2 trillion:
    • 1. issuance by way of granting certain persons (including the shareholders of the Company) an opportunity to subscribe for the bonds, in order to allot the bonds to such persons by a method other than Article 9, Paragraph (1), Item 1 above, if it is necessary to achieve the Company's managerial purpose, such as acquisition of new technology or improvement of the Company's financial structure;
    • 2. issuance by way of granting a number of unspecified persons (including the shareholders of the Company) an opportunity to subscribe for the bonds by a method other than Article 9, Paragraph (1), Item 1 above, and allotting the bonds to persons who subscribed for such bonds;
    • 3. overseas issuance pursuant to Article 165-16 of the FSCMA;
    • 4. issuance to domestic or foreign financial institutions for the purpose of emergency financing; or
    • 5. issuance for the purpose of inducing foreign investment.
  • (2) In case of allotting the bonds by the method prescribed in Paragraph (1), Item 2 above, the bonds shall be allotted by one of the following methods by a resolution of the Board of Directors:
    • 1. by allotting the bonds to a number of unspecified persons without classifying the types of persons who are granted an opportunity to subscribe for the bonds;
    • 2. by granting the shareholders a priority opportunity to subscribe for the bonds, and then granting a number of unspecified persons an opportunity to be allotted the bonds not so subscribed for (if any); or
    • 3. granting a certain type of persons an opportunity to subscribe for the bonds in accordance with reasonable standards prescribed by investment traders or investment brokers acting as an underwriter or an intermediary in accordance with the applicable laws and rules, such as demand forecast.
  • (3) The exercise price of the warrants shall be determined by the Board of Directors, to the extent that the aggregate amount of such exercise price shall not exceed the total face value of the bonds with warrants.
  • (4) The shares to be issued upon exercise of the warrants shall be common shares, Class 1 Preferred Shares or Class 2 Preferred Shares. The issuance price, which shall be equal to or higher than the par value per share of such new shares, shall be determined by the Board of Directors at the time of issuance of such bonds.
  • (5) The period during which the warrants may be exercised shall commence on the date following one (1) month from the issuance date of the relevant bonds with warrants and end on the date immediately preceding the redemption date thereof; provided, however, that the exercise period may be adjusted within the foregoing period by a resolution of the Board of Directors.

  Article 18 (Applicable Provisions for Issuance of Bonds)

  The provisions of Article 12 hereof shall apply mutatis mutandis to the issuance of bonds.

• CHAPTER IV GENERAL MEETINGS OF SHAREHOLDERS
  Article 19 (Convening of General Meetings of Shareholders)

  • (1) The General Meetings of Shareholders of the Company shall be either ordinary or extraordinary.
  • (2) The Ordinary General Meeting of Shareholders shall be held within three (3) months after the end of each fiscal year, and the Extraordinary General Meeting of Shareholders may be convened whenever necessary.

  Article 20 (Person Authorized to Convene General Meeting of Shareholders)

  • (1) Except as otherwise provided in the applicable laws and regulations, the Representative Director shall convene a General Meeting of Shareholders in accordance with a resolution of the Board of Directors.
  • (2) If the Representative Director is absent and/or unable to perform his/her duties, the provision of Article 36, Paragraph (2) shall apply mutatis mutandis.

  Article 21 (Notice and Public Notice of Convocation)

  • (1) In convening a General Meeting of Shareholders, the Company shall give notice in writing or by electronic document to each shareholder, stating the date, time and place of the meeting and the agenda to be dealt with at the meeting, at least two (2) weeks prior to the date set for such meeting.
  • (2) The convocation notice to shareholders holding not more than one percent (1/100) of the number of the total issued and outstanding shares entitled to vote may be substituted by either (i) providing a public notice of the convening of the General Meeting of Shareholders together with the agenda of the meeting in The Korea Economic Daily and Maeil Business Newspaper published in Seoul, at least two (2) weeks prior to the date set for such meeting, each on two (2) or more occasions, or (ii) providing a public notice through the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange.

  Article 22 (Place and Method of Holding Meetings)

  • (1) The General Meeting of Shareholders shall be held at the place where the head office is located or any other places adjacent thereto as necessary
  • (2) Pursuant to Article 542-14, Paragraph (1) of the KCC, the Company shall hold its General Meetings of Shareholders in a manner that allows some shareholders to participate in the resolutions by electronic means from a remote location, without being physically present at the place of the meeting.

  Article 23 (Chairman of the General Meeting of Shareholders)

  • (1) The Chairman of the General Meeting of Shareholders shall be the Representative Director; provided, however, that if there is more than one (1) Representative Director, the Chairman shall be determined by a resolution of the Board of Directors
  • (2) In the event the Representative Director is absent or unable to perform his/her duties, the provision of Article 36, Paragraph (2) shall apply mutatis mutandis.

  Article 24 (Chairman's Authority to Maintain Order)

  • (1) The Chairman of the General Meeting of Shareholders may order a person who notably disturbs the order by intentionally speaking or acting for a filibuster to stop speaking or to leave the meeting room.
  • (2) The Chairman of the General Meeting of Shareholders may restrict the duration and/or the number of speeches made by each shareholder whenever the Chairman deems it necessary for the smooth proceedings of the General Meeting of Shareholders.

  Article 25 (Voting Rights)

  Each shareholder shall have one (1) vote for each share.

  Article 26 (Limitation on Voting Rights of Cross-Held Shares)

  In the event the Company, its subsidiary, or the Company and its subsidiary together, hold shares in excess of one-tenth (1/10) of the number of the total issued and outstanding shares of another company, the shares of the Company held by such other company shall not have voting rights.

  Article 27 (Exercise of Voting Rights in Disunity)

  • (1) If a shareholder who holds two (2) or more votes wishes to exercise his/her votes in disunity, he/she shall give written notice to the Company of such intent and the reasons therefor no later than three (3) days before the date set for the General Meeting of Shareholders.
  • (2) The Company may refuse to allow such shareholder to exercise his/her votes in disunity unless he/she has acquired the shares in trust or otherwise holds the shares for and on behalf of another person.

  Article 28 (Exercise of Voting Rights by Proxy)

  • (1) A shareholder may exercise his/her voting rights by proxy.
  • (2) In the case of Paragraph (1) above, the proxy holder shall submit to the Company, before the commencement of the General Meeting of Shareholders, a document or electronic document evidencing his/her power of representation (power of attorney).

  Article 29 (Method of Resolution of the General Meeting of Shareholders)

  Except as otherwise provided in the applicable laws and regulations, all resolutions of the General Meeting of Shareholders shall be adopted by the affirmative vote of a majority of the shareholders present and not less than one-fourth (1/4) of the number of the total issued and outstanding shares.

  Article 30 (Minutes of the General Meetings of Shareholders)

  The course of proceedings of the General Meeting of Shareholders and the results thereof shall be recorded in minutes, which shall be affixed with the names and seals of, or signed by, the Chairman and the directors present at the meeting, and shall be kept at the principal office and branches of the Company.

• CHAPTER V DIRECTORS, BOARD OF DIRECTORS AND COMMITTEES
  Article 31 (Number of Directors)

  • (1) The Company shall have at least three (3) but not more than nine (9) directors.
  • (2) The Company shall have at least three (3) Independent Directors, which shall constitute a majority of the total number of directors.
  • (3) If the number of Independent Directors falls short of the requirement for the composition of the Board of Directors set forth in Paragraph (2) above due to the resignation, death or other cause affecting an Independent Director, the Company shall elect Independent Directors so as to satisfy such requirement at the first General Meeting of Shareholders convened after the occurrence of such cause.
  • (4) The Board of Directors of the Company shall not be composed entirely of directors of a single gender.

  Article 32 (Election of Directors)

  • (1) The directors shall be elected at the General Meeting of Shareholders; provided, however, that the Independent Directors shall be elected among those recommended by the Independent Director Candidate Recommendation Committee.
  • (2) The directors shall be elected by the affirmative vote of a majority of the voting shares present at the General Meeting of Shareholders, which shall be at least one-fourth (1/4) of the number of the total issued and outstanding shares of the Company.
  • (3)
  • (4) The Board of Directors of the Company may classify and determine, among the directors set forth in Paragraph (1) above, in-house directors and other directors who do not engage in the ordinary business affairs of the Company (non-standing directors).

  Article 33 (Term of Office of Directors)

  The term of office of directors shall be determined by the General Meeting of Shareholders, up to three (3) years; provided, however, that if such term of office expires prior to the Ordinary General Meeting of Shareholders convened with respect to the last fiscal year of such term, such term of office shall be extended until the close of such meeting.

  Article 34 (By-election of Directors)

  Any vacancy in the office of directors shall be filled at the General Meeting of Shareholders; provided, however, that the foregoing shall not apply if the number of remaining directors satisfies the requirement set forth in Article 31 and such vacancy does not cause any difficulty in the performance of duties.

  Article 35 (Election of Representative Director, Etc.)

  The Company may appoint the Representative Director among the directors of the Company by a resolution of the Board of Directors.

  Article 36 (Duties of Directors)

  • (1) The Representative Director shall represent the Company and shall oversee the business of the Company.
  • (2) The Vice-President, executive directors (Jeonmu), managing directors (Sangmu) and directors shall assist the Representative Director and divide and perform the Company's businesses as may be determined by the Board of Directors. In the event the Representative Director is absent or unable to perform his/her duties, the persons set forth above shall perform the Representative Director's duties in the order written above.

  Article 37 (Directors' Obligation to Report)

  Upon discovery of anything that could cause significant damage to the Company, a director shall promptly report it to the Audit Committee.

  Article 37-2 (Limitation on Directors' Liability to the Company)

  • (1) The Company may, by a special resolution of the General Meeting of Shareholders, exempt a director from liability under Article 399 of the KCC for any amount exceeding six (6) times (three (3) times in the case of an Independent Director) the amount of compensation (including bonuses and gains from the exercise of stock options) received by such director for the most recent one (1) year prior to the date on which the relevant act was committed.
  • (2) Paragraph (1) above shall not apply where a director has caused damage intentionally or by gross negligence, or where a director falls under Article 397 (Prohibition against Competitive Business), Article 397-2 (Prohibition against Appropriation of Company's Opportunities and Assets) or Article 398 (Prohibition against Self-Transaction) of the KCC.

  Article 38 (Composition and Convening of the Meeting of the Board of Directors)

  • (1) The Board of Directors shall consist of directors and make decisions on material matters concerning the Company.
  • (2) A meeting of the Board of Directors shall be convened by the Representative Director or, if another director is designated by the Board of Directors, such designated director, by notifying each director at least seven (7) days prior to the date of such meeting. Such notice, however, may be omitted upon the unanimous consent of all the directors.
  • (3) The Chairman of the Board of Directors shall be the person authorized to convene the meetings of the Board of Directors under Paragraph (2) above.

  Article 39 (Committees)

  • (1) The Company may establish the following committees within the Board of Directors by a resolution of the Board of Directors:
    • 1. Executive Committee;
    • 2. Audit Committee;
    • 3. Independent Director Candidate Recommendation Committee;
    • 4. Transparent Management Committee;
    • 5. Compensation Committee;
    • 6. ESG Committee; and
    • 7. other committees as the Board of Directors may deem necessary.
  • (2) Unless otherwise provided in the applicable laws and regulations, the details concerning the establishment, operation, etc. of each committee shall be determined by a resolution of the Board of Directors.
  • (3) The provisions of Articles 40 through 42 shall apply mutatis mutandis to the committees.

  Article 39-2 (Executive Committee)

  • (1) The Company may establish the Executive Committee, which consists of standing directors and executive officers, separately from the Board of Directors, for expeditious and smooth business decision-making.
  • (2) The Executive Committee shall deliberate and decide on the matters delegated by the Board of Directors among the Company's material business matters.

  Article 39-3 (Audit Committee)

  • (1) The Company shall have an Audit Committee under Article 39, Paragraph (1) hereof, in lieu of a statutory auditor.
  • (2) The Audit Committee shall consist of not less than three (3) directors (all of whom shall be Independent Directors), and the qualification and the method of appointment of any member of the Audit Committee shall comply with the requirements prescribed by the applicable laws and regulations, including the KCC.
  • (3) If the number of Independent Directors falls short of the requirement for the composition of the Audit Committee set forth in this Article due to the resignation, death or other cause affecting an Independent Director, such requirement shall be satisfied at the first General Meeting of Shareholders convened after the occurrence of such cause.
  • (4) The Audit Committee shall appoint, by its resolution, its representative from among the Independent Directors.
  • (5) The Company shall elect the members of the Audit Committee from among the directors elected at the General Meeting of Shareholders; provided, however, that two (2) of the members of the Audit Committee shall be elected, separately from the other directors, by a resolution of the General Meeting of Shareholders, as directors who shall become members of the Audit Committee.
  • (6) In the election or removal of a member of the Audit Committee, a shareholder holding shares in excess of three percent (3/100) of the total number of issued and outstanding shares (excluding non-voting shares) (in the case of the largest shareholder, such shareholder's shares shall be aggregated with the shares held by its specially related persons and other persons prescribed by the Enforcement Decree of the KCC) may not exercise voting rights with respect to the shares in excess of such three percent (3/100).

  Article 39-4 (Independent Director Candidate Recommendation Committee)

  The Company may establish the Independent Director Candidate Recommendation Committee by a resolution of the Board of Directors pursuant to Article 39, Paragraph (1) hereof.

  Article 40 (Delegation)

  Decisions on matters requiring a resolution of the Board of Directors may be delegated by a resolution of the Board of Directors to the Representative Director or a committee, except for matters required by the applicable laws and regulations or these Articles of Incorporation.

  Article 41 (Method of Resolution of the Board of Directors)

  • (1) The resolutions of the Board of Directors shall be adopted in the presence of a majority of the directors and by the affirmative vote of a majority of the directors present; provided, however, that resolutions of the Board of Directors regarding the matters set forth in Article 397-2 (Prohibition against Appropriation of Company's Opportunities and Assets) and Article 398 (Prohibition against Self-Transaction) of the KCC shall be adopted by the affirmative vote of at least two-thirds (2/3) of the directors in office.
  • (2) The Board of Directors may permit all or some of its directors to participate in a meeting by means of communication that simultaneously transmits and receives live audio, in lieu of attending such meeting in person. In such case, directors participating in the meeting in the aforementioned manner shall be deemed to be present in person at such meeting.
  • (3) Any director who has a special interest in a matter to be resolved by the Board of Directors shall not exercise his or her voting right.

  Article 42 (Minutes of Meeting of the Board of Directors)

  • (1) The proceedings of a meeting of the Board of Directors shall be recorded in minutes.
  • (2) The agenda, the course of proceedings, the results, any dissenting director and his/her reasons for dissenting shall be recorded in the minutes. The names and seals of the directors present at the meeting shall be affixed thereon, or the minutes shall be signed by them.

  Article 43 (Remuneration and Severance Payment for Directors)

  • (1) The amount of remuneration for directors shall be determined by a resolution of the General Meeting of Shareholders.
  • (2) Severance payments for directors shall be made in accordance with the Regulations on Severance Payments for Officers adopted by a resolution of the General Meeting of Shareholders.
• CHAPTER VI ACCOUNTING
  Article 44 (Fiscal Year)

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

  Article 45 (Preparation and Maintenance of Financial Statements and Business Reports)

  • (1) The Representative Director of the Company shall prepare, and have audited by the Audit Committee, the following documents and their supplementary schedules and business report, six (6) weeks before the date set for the Ordinary General Meeting of Shareholders, and shall then submit the following documents and the business report to the Ordinary General Meeting of Shareholders:
    • 1. balance sheet;
    • 2. income statement; and
    • 3. other documents prescribed by the Enforcement Decree of the KCC, indicating the financial status and business performance of the Company.
  • (2) In the event the Company falls under the category of a company required to prepare consolidated financial statements prescribed by the Enforcement Decree of the KCC, consolidated financial statements shall be included among the documents referred to in Paragraph (1) above.
  • (3) 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 of Shareholders.

  Article 46 (Disposition of Earnings)

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

  • 1. earned surplus reserves (earned surplus reserves under the KCC);
  • 2. other statutory reserves;
  • 3. dividends;
  • 4. discretionary reserves;
  • 5. other disposition of earned surplus; and
  • 6. retained earnings carried over to the subsequent year.

  Article 47 (Dividends)

  • (1) Dividends may be distributed in cash, stock or other assets.
  • (2) In case the Company distributes dividends by issuing new shares and has issued different classes of shares, dividends may be paid in a different class of shares by a resolution of the General Meeting of Shareholders.
  • (3) The Company shall determine, by a resolution of the Board of Directors, a record date for fixing the shareholders entitled to receive the dividends under Paragraph (1) above, and, if such record date is determined, the Company shall give public notice thereof at least two (2) weeks prior to such record date.

  Article 48 (Interim Dividends)

  • (1) The Company may distribute interim dividends pursuant to Article 462-3 of the KCC by a resolution of the Board of Directors.
  • (2) The Company shall determine, by a resolution of the Board of Directors, a record date for fixing the shareholders entitled to receive the dividends under Paragraph (1) above, and, if such record date is determined, the Company shall give public notice thereof at least two (2) weeks prior to such record date.
  • (3) The interim dividends shall not exceed the amount calculated by deducting the following amounts from the value of the net assets on the balance sheet of the immediately preceding fiscal period:
    • 1. the amount of capital of the immediately preceding fiscal period;
    • 2. the total amount of capital reserves and earned surplus reserves accumulated until the immediately preceding fiscal period;
    • 3. the unrealized gains prescribed by the Enforcement Decree of the KCC;
    • 4. the amount determined to be distributed as dividends at the Ordinary General Meeting of Shareholders with respect to the immediately preceding fiscal period;
    • 5. the discretionary reserve accumulated for a specific purpose, pursuant to the provisions of these Articles of Incorporation or a resolution of the General Meeting of Shareholders, until the immediately preceding fiscal period; and
    • 6. the amount of earned surplus reserves to be accumulated with respect to the applicable fiscal period due to the interim dividends.

  Article 49 (Expiration of Right to Claim Payment of Dividends)

  • (1) The right to claim payment of dividends shall be extinguished if not exercised within five (5) years.
  • (2) The dividends for which the right has been extinguished pursuant to Paragraph (1) above shall be vested in the Company.
• ADDENDUM
  Article 1 (Effective Date)

  These Articles of Incorporation shall become effective when the spin-off and split-merger takes effect pursuant to the Spin-off Plan dated April 26, 2017 and the Split-Merger Agreement by and among the Company, Lotte Shopping Co., Ltd., Lotte Chilsung Beverage Co., Ltd. and Lotte Foods Co., Ltd.

  Article 2 (Appointment of Directors, Representative Director and Audit Committee Members, Etc. in the Course of Split-Merger)

  Notwithstanding Article 32, Paragraph (1) and Article 35, Paragraph (1) of these Articles of Incorporation, the directors (including outside directors), Representative Director and Audit Committee members included in the Split-Merger Agreement entered into by and among the Company, Lotte Shopping Co., Ltd., Lotte Chilsung Beverage Co., Ltd. and Lotte Foods Co., Ltd., through the approval of the General Meeting of Shareholders pursuant thereto, shall be appointed as the directors (including outside directors), Representative Director and Audit Committee members of the Company without any separate procedures, such as approval of the Board of Directors or the General Meeting of Shareholders or recommendation of the Outside Director Candidate Recommendation Committee, and their terms of office shall commence on the effective date of the split-merger.

• ADDENDUM (March 24, 2026)
  Article 1 (Effective Date)

  These Articles of Incorporation shall become effective as of the date approved at the 59th Ordinary General Meeting of Shareholders of the Company.

  Article 2 (Transitional Provisions Regarding the Place and Method of Holding General Meetings and the Exercise of Voting Rights by Proxy)

  Notwithstanding Article 1 of this Addendum, the amended provisions of Article 22 and Article 28, Paragraph (2) shall become effective as of January 1, 2027.

  Article 3 (Transitional Provisions Regarding Independent Directors)

  • (1) Notwithstanding Article 1 of this Addendum, the amended provisions of Article 31, Paragraphs (2) and (3), Article 32, Paragraph (1), Article 39, Paragraph (1), Article 39-3, Paragraphs (2) through (4), and Article 39-4 shall become effective as of July 23, 2026.
  • (2) Notwithstanding Article 1 of this Addendum, until July 23, 2026, the "Independent Director" referred to in Article 37-2, Paragraph (1) shall be deemed to mean an outside director under Article 542-8 of the Korean Commercial Code (Act No. 20991).

  Article 4 (Transitional Provisions Regarding Limitation on Voting Rights upon Election or Removal of Audit Committee Members)

  Notwithstanding Article 1 of this Addendum, the amended provisions of Article 39-3, Paragraph (6) shall become effective as of July 23, 2026.

  Article 5 (Application Example Regarding Cumulative Voting)

  Notwithstanding Article 1 of this Addendum, the amended provisions of Article 32, Paragraph (3) shall apply from the first General Meeting of Shareholders convened for the election of directors on or after September 10, 2026.

• AMENDMENT HISTORY
  Enacted March 16, 1967
  Enacted March 16, 1967
  Amended July 28, 1972
  Amended October 25, 1972
  Amended July 18, 1973
  Amended December 11, 1973
  Amended February 22, 1974
  Amended September 28, 1974
  Amended February 26, 1976
  Amended February 24, 1977
  Amended February 28, 1978
  Amended February 27, 1979
  Amended February 26, 1981
  Amended February 25, 1982
  Amended February 25, 1984
  Amended February 26, 1985
  Amended February 26, 1986
  Amended February 25, 1989
  Amended February 27, 1990
  Amended February 26, 1991
  Amended February 26, 1992
  Amended February 26, 1993
  Amended February 25, 1995
  Amended February 27, 1996
  Amended February 26, 1997
  Amended March 19, 1998
  Amended March 19, 1999
  Amended March 17, 2000
  Amended March 16, 2001
  Amended March 15, 2002
  Amended March 21, 2003
  Amended March 24, 2006
  Amended March 21, 2008
  Amended March 20, 2009
  Amended March 19, 2010
  Amended August 26, 2011
  Amended March 23, 2012
  Amended March 21, 2014
  Amended March 25, 2016
  Amended March 24, 2017
  Amended August 29, 2017 (effective August 29, 2017)
  Amended August 29, 2017 (effective October 2, 2017)
  Amended March 23, 2018
  Amended March 29, 2019
  Amended March 27, 2020
  Amended March 26, 2021
  Amended March 25, 2022
  Amended March 28, 2024
  Amended March 24, 2026
  

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