The 2nd Annual General Meeting of Shareholders
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the 2nd Annual General Meeting of Shareholders March 21, 2003. Proposed Agenda. - translation – This material is a English translated version of the original proposed agenda in Korean. Legal consultation was not taken regarding translation. Agenda 1.

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The 2nd annual general meeting of shareholders march 21 2003

the 2nd Annual General Meeting of Shareholders

March 21, 2003

Proposed Agenda

- translation –

This material is a English translated version of the original proposed agenda in Korean.

Legal consultation was not taken regarding translation.


The 2nd annual general meeting of shareholders march 21 2003

Agenda 1

- Approval of balance sheet, income statement, and statement of appropriations of

retained earnings for the fiscal year ended December 31, 2002

(from January 1, 2002 to December 31, 2002)

[ Balance Sheet ]

[ Income Statement ]

[ Retained Earnings ]

(KRW MN)

(KRW MN)

(KRW MN)


The 2nd annual general meeting of shareholders march 21 2003

Agenda 2

- Amendment of articles of incorporation : Article 2, Article 25, Article 26

before amended

after amended

remark

Article 2. (Objectives)

1.~30. same as before

31.To engage in the agency business for

logistics and transportation business ;

32.~38. change of number

Article 2. (Objectives)

newly added

Addition of objectives

  • Article 25.

  • (Chairman of the Board of Directors)

  • The Company may elect the chairman

  • of the Board of Directors from among the

  • directors by a resolution of the Board of

  • Directors.

  • ② In the absence or accident of the chairman,

  • a director shall perform his duty in

  • the order of priority resolved by the Board

  • of Directors.

Amendment to help the

directors conduct their

duties smoothly

Article 25.

(Chairman of the Board of Directors)

The Chairman shall be the chairman of the

Board of Directors. In the absence or accident

of the Chairman, the Vice Chairman,

the President, the Vice President, and

the Managing Directors shall perform his duty

in the above order of priority.

Article 26.

(Convening of the Meeting of the Board of

Directors)

Meetings of the Board of Directors shall be

convened by the chairman of the Board of

Directors. ---

Article 26.

(Convening of the Meeting of the Board of

Directors)

Meetings of the Board of Directors shall be

convened by the Chairman. ---


The 2nd annual general meeting of shareholders march 21 2003

- Amendment of articles of incorporation : Article 34-1, 35

before amended

after amended

remark

Article 34-1. (Retirement of Shares)

① The Company may retire shares by a resolution of the Board of Directors to the extent of profit distributable as dividends to shareholders.

② In case the Company retire shares as described in Paragraph 1, standard and procedure will be determined in accordance with Article 189-4 of the Securities and Exchange Act.

To add an Article

in accordance with

the Article 343-1 of the

Commercial Code and

the Article 189 of the

Securities and Exchange Act

newly added

Article 35. (Dividends)

④ In case of cash dividends, the Company may pay dividends to the shareholders registered as of the date appointed by a resolution of the Board of Directors only one time during each fiscal year.

Article 35. (Dividends)

④ omitted

To describe specifically in

the Article 35-1


The 2nd annual general meeting of shareholders march 21 2003

- Amendment of articles of incorporation : Article 35-1

before amended

after amended

remark

Article 35-1. (Interim Dividends)

① The Company may pay interim dividends described in the provisions of the Securities and Exchange Act to the shareholders registered in the register of shareholders as of 0:00 AM on the 1st day of July of each fiscal year. Such interim dividends shall be paid in cash.

② Notwithstanding that interim dividends described in the above paragraph shall be paid by a resolution of the Board of Directors, the procedure and amount shall be determined in accordance with the Securities and Exchange Act.

③ With respect to the distribution of interim dividends on the new shares issued after beginning of a fiscal year (including reserves transferred to capital, stock dividends, conversion of convertible bonds, and exercise of warrants of bonds with warrants), such shares shall be deemed to have been issued at the end of the preceding fiscal year.

To describe dividends

specifically

newly added


The 2nd annual general meeting of shareholders march 21 2003

- Amendment of articles of incorporation : Addenda

before amended

after amended

remark

Addenda

Article 1. (Effective Date)

Articles of Incorporation herein become

effective as of March 13, 2003

newly added


The 2nd annual general meeting of shareholders march 21 2003

Agenda 3

- Election of Directors : 8 directors including 4 independent directors

Directors

(Independent) Directors

  • - Born in 1945

  • 1969 Joined Rakhee Chemical Industry

  • 1987 Vice President of LG Chemical

  • 1996 Chief of Household&Health Care CU

  • of LG Chemical

  • 2001 CEO of LG Household & Health Care

  • * President of LG Management Development Ins.

- Born in 1961

- 1988 Research Associate at Harvard Business School

- 1990 Director of Research at McKinsey Seoul Office

* Associate Professor at Korea Development Institute

  • Myeong Jae Cho

  • Seung-Joo Lee

  • - Born in 1953

  • - 1985 Joined P&G(USA)

  • - 1988 CEO of Ssang Yong Paper Industry

  • 2001 CEO of HaiTai Confectionary

  • * CEO of HaiTai Confectionary

  • Suk Yong Cha

  • - Born in 1954

  • - 1978 Joined Lucky Ltd.

  • 2000 Managing Director of Planning &

  • Coordination of LG Chemical

  • * CFO of LG Household & Health Care

  • Yoon Young Lee

  • - Born in 1960

  • - 1987 PhD of BA, Stanford University

  • 1999 Associate Professor of Business Administration

  • at Seoul National University

  • * Associate Professor of Business Administration

  • at Seoul University

  • Youjae Yi

- Born in 1943

- 1964 CPA

- 1992 Vice President of LG Mart

* CEO of LG Mart

  • Mal Kil Kang

■ Director to be newly elected :

  • Seok Won Choi

  • - Born in August 1951

  • - 1976 Joined Lucky Ltd.

  • - 2000 Executive Director of LG Chemical

  • 2001 CFO of LG Household & Health Care

  • 2002 Chief of Household Products Division

  • * CEO of LG Household & Health Care

  • Myung-Ja Kim

  • - Born in July 1944

  • Dean of Science faculty, Sook Myung Women’s University

  • 1997 Member of Korean Committee of UNESCO

  • 1999 Commissioner of the National Science and Technology Council

  • 1999 – 2002 Minister of Environment of Korea


The 2nd annual general meeting of shareholders march 21 2003

Agenda 4

- Approval of ceiling on remuneration for Directors

(Unit : KRW MN)


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