Articles of Incorporation
Research and development relating to pharmaceutical products, subcontracting, advisory service;6.Education service and business service;7.Research service and investment business;8.Bioengineering and bio-pharmaceutical product research;9.Health and medical research;10.Joint research with domestic or international institutions;11.Technical research service for other domestic or international institutions;12.Plant design, purchasing agency, manufacture, construction, validation and supervision service;13.Real estate sale and purchase and leasing business;14.Transportation business;15.Parking lot business;16.Warehousing business;17.Businesses related to, necessary for, or incidental to any of the foregoing. Article 3 (Location of Head Office and Establishment of Branch, etc.) The Company shall have its head office in Incheon City and, if necessary, may establish branches, representative offices, business offices, sales offices, or local subsidiaries by a resolution of the Board of Directors (BOD) or of such a committee as authorized by the BOD. Article 4 (Method of Public Notices) The Company’s public notices shall be published in the Company’s website (http://samsungbiologics.com); provided, however, that in the event the public notices cannot be posted electronically due to computer system error or other unavoidable circumstances, the public notices shall be published in the JoongAng Ilbo, a daily newspaper of general circulation published in Seoul. Chapter 2.Shares Article 5 (Total Number of Shares Authorized to be Issued) The total number of shares that the Company is authorized to issue shall be Five Hundred Million (500,000,000) shares. Article 6 (Par Value per Share) The par value of each share to be issued by the Company shall be Two Thousand Five Hundred (2,500) won. Article 7 (Total Number of Shares to be Issued upon Incorporation) The total number of shares to be issued at the time of incorporation of the Company shall be One Million Five Hundred Thousand (1,500,000) shares. Article 8 (Classes of Shares and Share Certificates) ①The classes of shares to be issued by the Company shall be common shares and preferred shares, each of which shall be in registered form.②Preferred shares to be issued by the Company shall be preferred shares concerning dividends with non-voting rights, and the number of the preferred shares shall not be more than Fifty Million (50,000,000) shares.③Dividends on the preferred shares shall be first paid in cash at such dividend rate as determined by the BOD or such a committee as authorized by the BOD at the time of issuance based on the par value of the preferred shares.④In the event that the dividend rate of the common shares exceeds that of the preferred shares under Paragraph 3, any excess amount available for distribution after payment of dividends on the preferred shares and the common shares at the same ividend rate as that for the preferred shares shall be equally distributed to both common and preferred shareholders in proportion to their shareholding.⑤In the event that preferred dividends are not fully distributed on the preferred shares for any given fiscal year, any accumulated undistributed dividends shall be preferentially distributed first at the time of distribution of dividends in the immediately following fiscal year.⑥In case of rights issues, bonus issues or stock dividends, common shareholders shall be entitled to common shares, and preferred shareholders shall be entitled to preferred shares, in proportion to their respective shareholding; provided, however, that in case of rights issues, bonus issues or stock dividends, the Company may, if necessary, issue only one class of shares, where all the shareholders shall be entitled to such class of shares to be issued. Article 8-2(Electronic Registration of Rights to be Indicated on Shares and Stock Warrant Certificates) The Company shall electronically register rights to be indicated on shares and stock warrant c