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| Article 133 (Subject Matters of Tender Offer) |
| (1) | The term "tender offer" in this Section means to make an offer to unspecified people to purchase (including an exchange with other securities; hereafter in this Section the same shall apply) voting stocks or any other securities prescribed by Presidential Decree (hereinafter referred to as "stocks, etc.") or to invite them to sell (including an exchange with other securities; hereafter in this Section the same shall apply) such stocks, etc. and purchase them outside the securities market and alternative trading system (including a similar market in a foreign country; hereafter in this Section the same shall apply). <Amended on May 28, 2013> |
| (2) | The term "tender offer agent" means a person who performs the affairs related to taking custody of stocks, etc. subject to purchase, exchange, bidding, or otherwise acquisition for value (hereafter in this Section referred to as "purchase, etc."), payment or delivery of the fund necessary for tender offer or the securities for exchange, and other affairs related to tender offer on behalf of the person who intends to make a tender offer. |
| (3) | A person who intends to make a purchase, etc. of stocks, etc. from not less than the number of persons prescribed by Presidential Decree, outside the securities market, shall make a tender offer, if the aggregate of the number of stocks, etc. to be held by the person and his or her related persons (referring to those in a special relationship determined by Presidential Decree; hereinafter the same shall apply) after the purchase, etc. (including ownership or other equivalent cases prescribed by Presidential Decree; hereafter in this Section and Section 2 the same shall apply), is not less than five percent of the total number of the stocks, etc. (including where a person who holds not less than five percent of the total number of the stocks, etc. along with those held by his or her related persons, makes a tender offer for purchase, etc. of such stocks, etc.): |
| (4) | For the purposes of paragraph (3), stock purchase, etc., by any means other than competitive trading in the securities market, as prescribed by Presidential Decree, shall be deemed to have been conducted outside the securities market. |
| (5) | The number and total number of stocks, etc. referred to in paragraph (3) shall be the numbers calculated by a formula prescribed by Ordinance of the Prime Minister. <Amended on Feb. 29, 2008> |