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Commercial Act — Article 363-2 (Shareholders' Rights to Make Proposals)

상법 제363조의2

This English translation is based on the Korean text effective 2018-12-19. The Korean law has since been amended (current version effective 2026-09-10) — check the Korean original.

(1) Shareholders who hold no less than 3 percent of the total number of issued and outstanding shares excluding nonvoting shares may make a proposal to directors in writing or by an electronic document that certain matters be raised as agenda items for a general meeting of shareholders (hereinafter referred to as "shareholders' proposal") at least six weeks prior to the date set for the general meeting of shareholders (in cases of an ordinary general meeting of shareholders, the date of the year corresponding to the date of the ordinary general meeting of shareholders of the preceding year; hereafter the same shall apply in this Article). <Amended by Act No. 9362, Jan. 30, 2009>

(2) Shareholders under paragraph (1) may request that directors enter or record a summary of the proposals submitted by the shareholders in writing or by an electronic document in a notice under Article 363, in addition to the agenda for the meeting, at least six weeks prior to the date set for a general meeting of shareholders. <Amended by Act No. 9362, Jan. 30, 2009; Act No. 12591, May 20, 2014>

(3) Where a shareholders' proposal has been made under paragraph (1), directors shall report to the board of directors, which shall accept the proposal as an agenda item of a general meeting of shareholders, except where such proposal is in violation of statutes or the articles of incorporation, and in other cases as prescribed by Presidential Decree. In such cases, the shareholder who made the proposal shall, on his/her request, be given an opportunity to explain the proposal at a general meeting of shareholders. <Amended by Act No. 9362, Jan. 30, 2009>[This Article Newly Inserted by Act No. 5591, Dec. 28, 1998]

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