| 1.
(Commencement of Proxy) The Proxy will
not perform any act or service prior to receipt of a Power of Attorney
duly executed by the client named on the face hereof ("Client").
2. (Statement) The Proxy will send
to the Client a statement of cash balance and securities holdings
every six(6) months and at the end of each month in which there
has been any change in securities holdings or cash balance.
3. (Change of Residence of Address)
In the event of a change in residence status from the country mentioned
on the face hereof to another country or a change in address in
the same country, the Client shall immediately notify the Proxy
of such change.
4. (Revocation of Power of Attorney)
The Power of Attorney shall be revoked at the following times.
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(1) Thirty(30) days after the Proxy receives a written notice
of revocation from the Client ; or
(2) Thirty(30) dyas after the Proxy gives a written notice of
revocation to the Client ; or
(3) When the Proxy is notified in writing of the death of the
Client or any one of them in the case of a joint account ; or
(4) When the Client files a written objection to changes in
the terms and conditions in accordance
.....with Para-graph
6 below. |
5. (Limitations on Responsibility) The
Proxy shall be held harmless for damage or loss to the interests
of the Client if :
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(1) The Proxy has acted in good faith
; or
(2) The Proxy has acted in accordance with instructions reasonably
believed by the Proxy to have been
...... receivedfrom the Client
; or
(3) The Proxy fails to take action because after duly notifying
the Client of an event requiring instructions and
......requesting
instruction from the Client, it receves no instructions from
the Client ; or
| (4) |
Force majeure events, including any laws, decrees, regulations,
edicts, or other mandates, any act or acts of warfare
or warlike operations(where war be declared or not), or
any seizure, conlistication, destruction or impairment
of property done by any Goverment, whether de jure or
de lacto, or by any military, municipal or local authornity,
cause a delay in or prevent the delivery of securities
or the performance of any act by the Proxy in accordance
with instructions of the Client or otherwise. |
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6. (Changes in the Terms and Conditions)
Should the Proxy deem it necessary to make any changes in the terms
and conditions, it will inform the Client in writing to that effect
with reasons therefor. If the Client does not register a written
objection to any such proposed changes within thirty(30) days after
having been so informed, the Client will be deemed to have consented
to such changes.
7. (Instructions) Unless otherwise
expressly permitted by the Power of Attorney on the face hereof.,
the Proxy shall obtain instructions from the Client before taking
action on behalf of the Client.
8. (Notification of Client) The Proxy
shall notify the Client within a reasonable time after the Proxy
receives a notice from any company in which the Client has invested
with respect to which the Proxy is acting as standing proxy of the
Client hereunder relating to rights issues, tender offers or any
other events which may materially affect the Client interest.
9. (Fees) The Client shall pay standing
proxy fees to the Proxy in accordance with the Rules on Sales and
Purchases of Shares by Foreigners, as amended from time to time,
promulgated by the Securities and Exchange Commission of Korea or
any applicable regulations replacing such rules.
10. (Out-of-Pocket Expenses) The Client
shall reimburse the Proxy for all out-of-pocket expenses incurred
by the Proxy in performing its obligations under the Power of Attorney
or in accordance with the instructions of the Client.
11. (Governing Law) The Power of Attorney
and these terms and conditions shall be governed by and construed
in accordance with the laws of the Republic of Korea.
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