ESY Tender Offer Defense

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    [Tender Offer Defense in Korea.doc]

    Tender Offer Defense in Korea

    I. Communication with Shareholders / Public Relations Campaign / Lobbying Campaign

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    II. Litigation

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    III. Acquiring Additional Line of Business

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    (Small-scale Merger)

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    [Tender Offer Defense in Korea.doc] 3

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    IV. Crown Jewel

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    V. White Knight

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    VI. Pac Man

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    VII. Self-tender Offer

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    VIII. Issuance of New Shares or Equity-related Securities

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    [Tender Offer Defense in Korea.doc] I-1

    [Attachment I]

    Securities and Exchange Act Provisions regarding Restriction on the Acquisition of Listed

    Companys Shares (Abolished in April 1997)

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    Securities and Exchange Act Provisions regarding Mandatory Tender Offer (becoming effective inApril 1997 and abolished in February 1998)

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    - 11 2 () 21 2 100 50 1

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    Securities and Exchange Act Provisions regarding the Expression of Opinion on Tender Offer

    Article 25 (Presentation of Opinion on Tender Offer)An issuer of stocks, etc. for which a tender offer statement has been filed, may present his opinion on the

    tender offer concerned under the conditions as prescribed by the Presidential Decree. In this case, the

    issuer shall file a written statement describing the contents of such opinion without delay with the

    Financial Supervisory Commission and the Exchange as the case may be.

    25 ()

    .

    .

    Presidential Decree - Article 13 (Presentation of Opinion on Tender Offer)

    The issuer of stocks, etc. for which the tender offer statement is filed in accordance with Article 25 of the

    Act may present his opinions on the said tender offer by means of advertisement, correspondence or other

    documents. In this case, the important matters shall not be omitted and the contents shall be such that nomisunderstanding may be caused therefrom.

    - 13 ()

    25

    .

    .

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    [Tender Offer Defense in Korea.doc] II-1

    [Attachment II]

    Laws regarding Injunction

    [Commercial Code]

    Article 402 (Right to Injunction)If a director commits an act in contravention of the relevant acts, subordinate statutes or the articles ofincorporation and the act is likely to cause irreparable damage to the company, the auditor or ashareholder who holds no less than 1/100 of the total outstanding shares may demand on behalf of the

    company that the director stop such act.

    402 ()

    100 1

    .

    [Securities and Exchange Act]

    Article 191-13 (Exercise of Minority Stockholders Rights)

    (2) Any person who has been holding 50/100,000 or more (in case of a corporation prescribed by thePresidential Decree, 25/100,000 or more) of the total number of outstanding stocks issued by any stock-

    listed corporation or any KOSDAQ-listed corporation for 6 months under the conditions as prescribed bythe Presidential Decree may exercise his right as a stockholder prescribed in Article 402 of theCommercial Act.

    191 13 ()

    6 10 50(

    10 25)

    402.

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    [Tender Offer Defense in Korea.doc] III-1

    [Attachment III]

    Commercial Code Provisions regarding Small-scale Merger, Merger, Business Transfer and

    Directors Duties

    Article 527-3 (Small-Scale Merger)

    (1) In case where the total number of new shares to be issued by the surviving company due to a mergerdoes not exceed 5/100 of the total issued shares of the surviving company, the approval of the generalshareholders' meeting of the company may be replaced by the approval of the board of directors of such

    company: Provided, That where there is a fixed amount to be paid to shareholders of a company to beextinguished in consequence of the merger, if the amount exceeds 2/100 of the amount of net assetsexisting on the latest balance sheet of the surviving company, this shall not apply.

    (2) In case of paragraph (1), the written agreement of the merger of the surviving company shall include

    that the merger shall be effected without approval of the general meeting of shareholders.(3) In case of paragraph (1), the surviving company shall make a public notice or notification to theshareholders of the trade name and address of the principal office of the company to be extinguished, the

    date of the merger, and the statement that the merger shall be effected without approval of the general

    meeting of shareholders within two weeks after the written agreement of the merger has been prepared.

    (4) In case where shareholders who hold no less than 20/100 of the total outstanding shares of thesurviving company which continues to exist after a merger notify, in writing, the company of theirintention of dissent from the merger under paragraph (1) within two weeks after they received a publicnotice or notification under paragraph (3), the merger shall not be effected under the main sentence of

    paragraph (1).

    (5) Article 522-3 shall not apply in case of the main sentence of paragraph (1).

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    [Tender Offer Defense in Korea.doc] III-2

    Article 522 (Written Agreement of Merger and Resolution of Approval)

    (1) In order to effect a merger of companies, a written agreement for merger shall be prepared and beapproved by a general shareholders' meeting.

    (2) The summary of the written agreement of a merger shall be stated in notices and public notices underArticle 363.

    (3) The resolution of approval mentioned in paragraph (1) shall be adopted in accordance with Article 434

    (referring to the special resolution).

    522 ()

    .

    363.

    1 434().

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    Article 374 (Resolution for Transfer, Takeover or Lease of Business)

    (1) A resolution in accordance with Article 434 shall be required for a company to effect the followingacts:

    1. Transfer of the whole or an important part of the business of the company;2. Conclusion, alteration or rescission of a contract for leasing the whole business for giving a mandate to

    manage such business or for sharing with another person the entire profits and losses from the business or

    of a similar contract; and3. Takeover of the whole business of another company.4. Takeover of parts of business of another company which significantly affect the company's business.(2) In a notice or public notice of the convocation of the general shareholders' meeting for any act under

    paragraph (1), the contents and exercising method of rights under Article 374-2 (1) and (2) shall be

    specified.

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    [Tender Offer Defense in Korea.doc] III-4

    Article 399 (Liability to Company)

    (1) If directors have acted in violation of any Acts and subordinate statutes or the articles of inco