Coretec Group Inc (CRTG)

[iamthe walrus]

? Changes to articles of incorporation

A. Amendments to the articles of incorporation to exclude concentrated voting or amendments to the articles of incorporation that exclude it

Purpose of change before and after the change
- - -

B. Other matters regarding changes to the articles of incorporation

Purpose of change before and after the change
Article 1 (Company Name)

This company shall be called “Kib Plug Energy Co., Ltd.”

In English, it shall be written as Kib plug energy Co., Ltd.

Article 4 (Method of Public Notice)

Public notices of this company shall be posted on the company’s Internet

homepage (http://www.kibplugenergy.com)

However, in cases where it is not possible to make a public notice on the company’s internet homepage due to computer failure or other unavoidable reasons, it shall be published in the Daily Korea Economic Daily published in Seoul (the successor newspaper in case of a merger or name change) and the Daily Gyeongsang Ilbo published in Ulsan Metropolitan City (the successor newspaper in case of a merger or name change).

No. 1 (Company Name)

This company shall be called “DKME Co., Ltd.”

In English, it shall be written as DKME Co., Ltd.

Article 4 (Method of Public Notice)

This company’s public notice shall be published on the company’s internet

homepage (http://www.dkme.com)

However, in the event that a notice cannot be posted on the company’s website due to computer failure or other unavoidable reasons, it shall be published in the Daily Korea Economic Daily published in Seoul (the successor newspaper in the event of a merger or name change) and the Daily Kyungsang Ilbo published in Ulsan Metropolitan City (the successor newspaper in the event of a merger or name change).

Change of name and website address
Article 24 (Appointment of Directors)

1. The company shall have at least 3 and no more than 7 directors, and outside directors shall be at least 1/4 of the total number of directors, and they shall be appointed at the general shareholders’ meeting.

? If a provision is added to the articles of incorporation stating that the board of directors may decide to distinguish between inside directors and other non-executive directors (other non-executive directors) among the directors in paragraph 1, the board of directors may make the distinction between inside directors and other non-executive directors.

2~5 Omitted

Article 24 (Appointment of Directors)

1. The Company shall have 3 to 10 directors, and outside directors shall be at least 1/4 of the total number of directors, and they shall be appointed at the general shareholders' meeting.
? If the Articles of Incorporation add a provision that allows the Board of Directors to decide on the distinction between inside directors and other non-executive directors (other non-executive directors) among the directors in Paragraph 1, the Board of Directors may elect inside directors and other non-executive directors separately.

2~5 Same as above

Change in the Limit for Appointment of Directors
Article 22-3 (Resolution on Dismissal of Auditors Before Their Term Ends, etc.)

In order to ensure stable management audit of directors, in cases where a resolution is made to dismiss an auditor before his term ends or to amend Article 22-3 of the Articles of Incorporation, the approval shall be obtained by at least 75/100 of the voting rights of shareholders present and at least 50/100 of the total number of issued shares.

Article 34 (Audit)
1. The Company shall have one auditor elected by the general shareholders' meeting, and the term of office shall be until the end of the regular shareholders' meeting regarding the final settlement period within three years after the inauguration.

2. In the event of a vacancy in the auditor's position, if the statutory number of auditors is not determined and there is no impediment to business performance, the by-election may be postponed until the next regular shareholders' meeting.

3. The term of office of the auditor elected by by-election shall be the same as the remaining term of office of the current auditor.

4. The appointment of an auditor shall be made by a majority of the voting rights of the shareholders present, but shall be at least one-fourth of the total number of issued shares. However, if voting rights are exercised electronically pursuant to Article 368-4, Paragraph 1 of the Commercial Act, the appointment of an auditor may be resolved by a majority of the voting rights of the shareholders present.

5. The auditor shall audit the company's accounting and business and may attend the board of directors meeting to state his/her opinion.

6. When the auditor determines that a director has committed an act in violation of laws or the Articles of Incorporation or is likely to commit such an act, he/she shall report this to the Board of Directors.

7. The auditor shall investigate the agenda and documents to be submitted by the director to the general shareholders’ meeting and state his/her opinion to the general shareholders’ meeting on whether there are any violations of laws or the Articles of Incorporation or any significantly unfair matters.

8. When necessary, the auditor may request the convocation of a board of directors’ meeting by submitting a written statement stating the purpose of the meeting and the reason for the convocation to the director.

9. If the director fails to convene a board of directors’ meeting without delay despite the request in Paragraph 7, the auditor who made the request may convene a board of directors’ meeting.

10. The auditor may request the convocation of an extraordinary general meeting by submitting a written statement stating the purpose of the meeting and the reason for the convocation to the Board of Directors.

11. When necessary for the performance of his/her duties, the auditor may request a business report from a subsidiary. In this case, when the subsidiary does not report without delay or when it is necessary to confirm the contents of the report, the subsidiary's business and financial status may be investigated.

12. The audit shall record the audit implementation method and results in the audit record, and the auditor who conducted the audit shall sign or stamp it.

13. The audit may seek professional assistance at the company's expense.

(Deleted) Deleted due to establishment of audit committee
Article 27 (Duties of directors)

1-3 Omitted

4. When a director discovers a fact that may cause significant damage to the company, he/she shall immediately report it to the auditor.

Article 30 (Convening of the board of directors)

1. Omitted

2. When convening a board of directors meeting, the date of the meeting shall be set and notice shall be given to each director and auditor one day in advance. However, this shall not apply if all directors and auditors agree.

3. Omitted

Article 32 (Minutes)

1. Omitted

2. The minutes shall record the summary of the proceedings and the results thereof, and the directors and auditors in attendance shall sign or stamp them and keep them at the head office.

Article 35 (Remuneration of Directors and Auditors)

1. The remuneration of directors and auditors shall be determined by a resolution of the general shareholders' meeting.

2. The payment of retirement pay for directors and auditors shall be made in accordance with the regulations on payment of retirement pay for executives after a resolution of the general shareholders' meeting.

3. Omitted

Article 38 (Preparation and keeping of financial statements and business reports)

1. The representative director of this company shall prepare the following documents and their attached statements and business reports and have them audited by the auditor at least 6 weeks prior to the date of the regular shareholders' meeting, and submit the following documents and business reports to the regular shareholders' meeting.

1) Balance sheet

2) Income statement

3) Other documents that indicate the company's financial status and

management performance, as prescribed by the Enforcement Decree of the Commercial Act

2. Omitted

3. The auditor shall submit an audit report to the representative director at least one week prior to the regular shareholders' meeting.

4~5 Omitted

Article 27 (Duties of Directors)

1~3 Same as above

4. When a director discovers a fact that may cause significant damage to the company, he/she shall immediately report it to the audit committee.

Article 30 (Convening of the Board of Directors)

1. Same as above

2. When convening a board of directors meeting, the date of the meeting shall be set and notice shall be given to each director one day in advance. However, this shall not apply if all directors agree. 3. Left

Article 32 (Minutes)

1. Left

2. The minutes shall record the summary of the proceedings and the results thereof, and the directors present shall sign or stamp them and keep them at the head office.

Article 35 (Remuneration of Directors)

1. The remuneration of directors shall be determined by a resolution of the general shareholders' meeting.
2. The payment of directors' retirement pay shall be made in accordance with the regulations on payment of executive retirement pay after a resolution of the general shareholders' meeting.
3. Left

Article 38 (Preparation and keeping of financial statements and business reports)

1. The representative director of this company shall prepare the following documents and their attached statements and business reports and have them audited by the audit committee at least 6 weeks prior to the date of the regular shareholders' meeting, and submit the following documents and business reports to the regular shareholders' meeting. 1) Balance sheet

2) Income statement

3) Other documents indicating the company's financial status and

management performance

as prescribed by the Enforcement Decree of the Commercial Act

2. Same as above

3. The audit committee shall submit an audit report to the CEO at least one week prior to the regular shareholders' meeting.

4~5 Same as above

Changes due to establishment of the audit committee

(Newly established)

Article 28-2 (Committee)

1. The following committees may be established within the board of directors by resolution of the board of directors.

1) Transparent Management Committee

2) Other committees deemed necessary by the board of directors

2. The board of directors shall determine the composition, authority, operation, etc. of each committee, except in cases where relevant laws and regulations provide otherwise.

3. The provisions of Articles 30 and 31 shall apply to the committees.

Article 28-3 (Audit Committee)

1. An audit committee may be established pursuant to Article 28-2 by resolution of the Board of Directors.

2. The audit committee shall perform its duties in accordance with the Audit Committee Regulations and resolutions.

3. The Board of Directors shall determine detailed matters regarding the composition and operation of the Audit Committee.

4. The provisions of Articles 30, 31, and 32 shall apply to the Audit Committee.

Article 28-4 (Transparent Management Committee)

1. A transparent management committee may be established pursuant to Article 28-2 by resolution of the Board of Directors.

2. The transparent management committee shall perform its duties in accordance with the Transparent Management Committee Regulations and resolutions.

3. Detailed matters regarding the composition and operation of the transparent management committee shall be determined by the Board of Directors.

4. The provisions of Articles 30, 31, and 32 shall apply to the Transparent Management Committee.

Establishing a basis for the establishment of a committee within the board of directors according to the Articles of Association

? Dismissal of directors

A. Name, date of birth, and recent key career of the person to be dismissed

Name of the person to be dismissed Date of birth Recent key career Expected expiration date of term
Choi Soo-hyun 79.04.18 Currently Vice President of KIB Energy Infrastructure Holdings
Former Team Leader of Daishin Securities
Former Team Leader of Hyundai Securities
2026.07.13
Son Kyo-deok 60.11.17 Former Outside Director of KDB Industrial Bank
Former Financial Innovation Committee Member of Hyundai Asset Management
Former Management Advisor of SK Securities
Former President of BNK Gyeongnam Bank
2026.07.13

B. Reasons for dismissal

Name of the person to be dismissed Reasons for dismissal
Choi Soo-hyun A party to the charges of embezzlement and breach of trust filed against the company and its subsidiaries
Son Kyo-deok Responsibility for failing to prevent the numerous complaints filed against the company as an outside director
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? Appointment of directors

A. Name of candidate, date of birth, recommender, relationship with largest shareholder, whether outside director candidate, etc.

Candidate name Date of birth Outside director
Whether candidate

Audit committee member

Director separate election

Relationship with largest shareholder Recommender
Im Tae-sang 58.09.22 Female Not applicable Not applicable Listed company council
(Outside director talent bank)
Kim Hyeong-gi 61.03.03 Female Not applicable Not applicable Board of directors
Kwon Oh-seon 57.02.20 Female Separate election Not applicable Listed company council
(Outside director talent bank)
Total (3) persons

B. Candidate's main occupation, detailed career, and transaction history with the relevant corporation for the past 3 years

Candidate's name Main occupation Detailed career Transaction history with the relevant corporation for the past 3 years
Period Contents
Im Tae-sang Small Business Specialist 2016 ~ Present LG Household & Health Care, Pyeon Co., Ltd. Sales Management
Public Institution Specialist None
Kim Hyung-ki Securities Economy Newspaper CEO 2020 ~ Present
2015 ~ 2019 Securities Economy Newspaper CEO
Focus News, Poly News, etc. Editor-in-Chief None
Kwon Oh-sun Management Consulting, Evaluation Committee 2007 ~ Present

2005 ~ Present

NGB Management Consulting Co., Ltd., Korea Management Technology, etc. Consulting
Korea Agency for Technology and Standards, Korea Industrial Evaluation and Management Institute, etc. Evaluation Committee None

D. Whether the candidate has defaulted on his/her taxes, is a member of an insolvent company, or is there any reason for disqualification under the law

Candidate Name Whether the candidate has defaulted on his/her taxes, is a member of an insolvent company, or is there any reason for disqualification under the law
Im Tae-sang None applicable None applicable None applicable
Kim Hyung-ki None applicable None applicable None applicable
Kwon Oh-sun None applicable None applicable None applicable

D. Candidate's job performance plan (limited to the case of appointment as an outside director)

*Im Tae-sang Candidate
1. Management supervision and audit
2. Providing opinions on management strategy and income
3. Preventing conflicts of interest
4. Maintaining relationships with shareholders
5. Ethical standards and legal compliance
6. Management support and advice, etc.

*Kwon Oh-sun Candidate
1. Introduction
This job performance plan contains specific job performance plans as an outside director to support the sustainable growth and innovation of your company and achieve the company's vision and goals.

2. Job objectives . Independently review management's decisions and provide advice. . Strengthen the company's risk management system to support stable operation. Based on ESG (Environment, Society, Governance) management principles, enhance sustainability. . Other tasks that the company requests as necessary, such as the role of an outside director, etc.
3. Detailed implementation plan . Management monitoring and advice: Support the management's decision-making through regular participation in the board of directors and review of major agenda items. . Risk management: Analyze the company's financial and operational risks and propose improvement measures. . Strengthen ESG management: Propose policies for developing environmentally friendly energy solutions and fulfilling social responsibilities, etc.
4. Expected effects . Enhance management transparency and reliability. . Establish a stable growth foundation by minimizing risks. . Increase corporate value through sustainable management.
5. Conclusion
As an outside director, I will contribute to the development of KIB Plug Energy Co., Ltd. based on my independence and expertise.

B. Reasons for the board of directors' recommendation of the candidate

* Candidate Tae-sang Lim
The candidate is a candidate recommended by the Listed Companies Council (Outside Director Human Resources Bank).

* Candidate Kim Hyung-ki
The candidate is expected to perform his duties sufficiently by improving the transparency and soundness of management based on his experience and knowledge, and he is expected to contribute to improving the value of the company in the mid- to long-term, so he was recommended.

* Candidate Kwon Oh-sun
The candidate is a candidate recommended by the Listed Companies Association (Outside Director Human Resources Bank).

Written Confirmation

Image: Candidate Lim Tae-sang Confirmation
Candidate Lim Tae-sang Confirmation

Image: Candidate Kim Hyung-ki Confirmation
Candidate Kim Hyung-ki Confirmation

Image: Candidate Kwon Oh-sun Confirmation
Candidate Kwon Oh-sun Confirmation