POS EX

As filed with the Securities and Exchange Commission on May 18, 2015

Registration Statement No. 333-203739

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

POST-EFFECTIVE AMENDMENT NO. 1

TO

REGISTRATION STATEMENT

UNDER

SCHEDULE B

OF

THE SECURITIES ACT OF 1933

THE KOREA DEVELOPMENT BANK

(Name of Registrant)

THE REPUBLIC OF KOREA

(Name of Co-Registrant and Guarantor)

Names and Addresses of Authorized Representatives:

Nak Joo Seong or Jin Hwan Sah Duly Authorized Representatives in the United States of The Korea Development Bank 320 Park Avenue, 32nd Floor New York, New York 10022 Suk-Kwon Na Duly Authorized Representative in the United States of The Republic of Korea 335 East 45th Street New York, New York 10017

Copies to:

Jinduk Han, Esq.

Cleary Gottlieb Steen & Hamilton LLP

c/o 37th Floor, Hysan Place

500 Hennessey Road, Causeway Bay

Hong Kong

The securities registered hereby will be offered on a delayed or continuous basis pursuant to the procedures set forth in Securities Act Release Nos. 33-6240 and 33-6424.

This Post-Effective Amendment No. 1 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the registrant’s Registration Statement under Schedule B (File No. 333-203739), declared effective by the Securities and Exchange Commission on May 7, 2015, is being filed solely for the purpose of filing Exhibits I, J, M-3 and M-4 to such Registration Statement pursuant to Rule 462(d) under the Securities Act. This Post-Effective Amendment No. 1 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended. No changes or additions are being made hereby to the Prospectus which forms part of such Registration Statement.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 11. Estimated Expenses.*

It is estimated that our expenses in connection with the sale of the debt securities, warrants and guarantees hereunder, exclusive of compensation payable to underwriters and agents, will be as follows:

SEC Registration Fee	US$	573,000
Printing Costs		250,000
Legal Fees and Expenses		450,000
Fiscal Agent Fees and Expenses		50,000
Blue Sky Fees and Expenses		50,000
Rating Agencies’ Fees		350,000
Miscellaneous (including amounts to be paid to underwriters in lieu of reimbursement of certain expenses)		600,000
Total	US$	2,323,000

* Based on three underwritten offerings of the debt securities.

II-1

UNDERTAKINGS

The Registrants hereby undertake:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:

each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser;

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

II-2

CONTENTS

This Registration Statement is comprised of:

(1) Facing Sheet.

(2) Explanatory Note.

(3) Part I, consisting of the Prospectus.

(4) Part II, consisting of pages II-1 to II-9

(5) The following Exhibits:

A-1	-	Form of Underwriting Agreement Standard Terms, incorporated herein by reference to Exhibit A to the Registration Statement of The Korea Development Bank (No. 33-38873).
B-1	-	Form of Fiscal Agency Agreement, including forms of Debt Securities, incorporated herein by reference to Exhibit B-1 to the Registration Statement of The Korea Development Bank (No. 33-44818).
B-2	-	Form of global Debt Security that bears interest at a fixed rate, incorporated herein by reference to Exhibit B-2 to the Registration Statement of The Korea Development Bank (No. 33-156305).
B-3	-	Form of Amendment No. 1 to Fiscal Agency Agreement, incorporated herein by reference to Exhibit B-3 to the Registration Statement of The Korea Development Bank (No. 333-111608).
C-1	-	Form of Warrant Agreement, including form of Warrants.*
C-2	-	Form of Guarantee Agreement, including form of Guarantees, incorporated herein by reference to Exhibit C-2 to the Registration Statement of The Korea Development Bank (No. 333-97299).
C-3	-	Form of Solicitation Indemnification Agreement, incorporated herein by reference to Exhibit C-3 to the Registration Statement of The Korea Development Bank (No. 333-97299).
D-1	-	Consent of the Chief Executive Officer & Chairman of The Korea Development Bank (included on page II-5).
D-2	-	Power of Attorney of the Chief Executive Officer & Chairman of The Korea Development Bank, incorporated herein by reference to Exhibit D-2 to the Registration Statement of The Korea Development Bank (No. 333-189409).
E-1	-	Consent of the Minister of Strategy and Finance of The Republic of Korea (included on Page II-6).
E-2	-	Power of Attorney of the Minister of Strategy and Finance of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Korea Development Bank (No. 333-156305).
F	-	Consent of KPMG Samjong Accounting Corp.**
G-1	-	Letter appointing certain persons as authorized agents of The Korea Development Bank in the United States, incorporated herein by reference to Exhibit G-1 to the Registration Statement of The Korea Development Bank (No. 333-189409).
G-2	-	Letter appointing authorized agents of The Republic of Korea in the United States (included in Exhibit E-2), incorporated herein by reference to Exhibit G-2 to the Registration Statement of The Korea Development Bank (No. 333-189409).
H	-	The Korea Development Bank Act, incorporated herein by reference to Exhibit H to the Registration Statement of The Korea Development Bank (No. 333-197061).
I	-	The Enforcement Decree of The Korea Development Bank Act.

II-3

J	-	The Articles of Incorporation of The Korea Development Bank.
K-1	-	Form of Prospectus Supplement relating to The Korea Development Bank’s Medium-Term Notes, Series C, Due Not Less Than Nine Months From Date of Issue (the “Series C Notes”), incorporated herein by reference to Exhibit K-1 to the Registration Statement of The Korea Development Bank (No. 333-6866).
K-2	-	Form of Supplement to the Prospectus Supplement relating to the Korea Development Bank’s Series C Notes, incorporated herein by reference to Exhibit K-2 to the Registration Statement of The Korea Development Bank (No. 333-6866).
L	-	Form of Distribution Agreement between The Korea Development Bank and the Agents named therein relating to the offer or sale from time to time of the Series C Notes, incorporated herein by reference to Exhibit L to the Registration Statement of The Korea Development Bank (No. 333-6866).
M-1	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 37th Floor, Hysan Place, 500 Hennessey Road, Causeway Bay, Hong Kong, United States counsel to The Korea Development Bank, in respect of the legality of the Debt Securities (with or without Warrants).**
M-2	-	Opinion (including consent) of Kim & Chang, 39, Sajik-ro 8-gil, Jongno-gu, Seoul, Korea, Korean counsel to The Korea Development Bank, in respect of the legality of the Debt Securities (with or without Warrants) and the Guarantees to be issued by The Republic of Korea.**
M-3	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 37th Floor, Hysan Place, 500 Hennessey Road, Causeway Bay, Hong Kong, United States counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$500,000,000 2.25% Notes due 2020.
M-4	-	Opinion (including consent) of Hwang Mok Park P.C., 9th Floor, Shinhan Bank Building, 20, Sejong-daero 9-gil, Jung-gu, Seoul 100-724, The Republic of Korea, Korean counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$500,000,000 2.25% Notes due 2020.
N-1	-	Form of the Series C Note that bears interest at a fixed rate, incorporated herein by reference to Exhibit N-1 to the Registration Statement of The Korea Development Bank (No. 333-6866).
N-2	-	Form of the Series C Note that bears interest at a floating rate, incorporated herein by reference to Exhibit N-2 to the Registration Statement of The Korea Development Bank (No. 333-6866).
O	-	Form of Calculation Agency Agreement between The Korea Development Bank and the calculation agent named therein relating to the Series C Notes that bear interest at a floating rate, incorporated herein by reference to Exhibit O to the Registration Statement of The Korea Development Bank (No. 333-6866).

* May be filed by amendment.

** Previously filed.

II-4

SIGNATURE OF THE KOREA DEVELOPMENT BANK

Pursuant to the requirements of the Securities Act of 1933, as amended, The Korea Development Bank has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Seoul, The Republic of Korea, on the 18th day of May, 2015.

THE KOREA DEVELOPMENT BANK
By:	KYTTACK HONG*†
	Chief Executive Officer & Chairman
†By:	/S/    SANG PIL KO
	Sang Pil Ko
	(Attorney-in-fact)

* Consent is hereby given to use of his name in connection with the information specified in this Registration Statement or amendment thereto to have been supplied by him and stated on his authority.

II-5

SIGNATURE OF THE REPUBLIC OF KOREA

Pursuant to the requirements of the Securities Act of 1933, as amended, The Republic of Korea has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, New York, on the 18th day of May, 2015.

THE REPUBLIC OF KOREA
By:	Kyung Hwan Choi*†
	Minister of Strategy and Finance
†By:	/S/    SUK-KWON NA
	Suk-Kwon Na
	(Attorney-in-fact)

* Consent is hereby given to use of his name in connection with the information specified in this Registration Statement or amendment thereto to have been supplied by him and stated on his authority.

II-6

SIGNATURE OF AUTHORIZED REPRESENTATIVE

OF THE KOREA DEVELOPMENT BANK

Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Korea Development Bank, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 18th day of May, 2015.

†By:	/S/    Nak Joo Seong
	Nak Joo Seong
	New York Branch
	The Korea Development Bank

II-7

SIGNATURE OF AUTHORIZED REPRESENTATIVE

OF THE KOREA DEVELOPMENT BANK

Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Korea Development Bank, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 18th day of May, 2015.

†By:	/S/    Jin Hwan Sah
	Jin Hwan Sah
	New York Branch
	The Korea Development Bank

II-8

SIGNATURE OF AUTHORIZED REPRESENTATIVE

OF THE REPUBLIC OF KOREA

Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Republic of Korea, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 18th day of May, 2015.

†By:	/S/    SUK-KWON NA
	Suk-Kwon Na
	Financial Attaché
	Korean Consulate General in New York

II-9

EXHIBIT INDEX

A-1	-	Form of Underwriting Agreement Standard Terms, incorporated herein by reference to Exhibit A to the Registration Statement of The Korea Development Bank (No. 33-38873).
B-1	-	Form of Fiscal Agency Agreement, including forms of Debt Securities, incorporated herein by reference to Exhibit B-1 to the Registration Statement of The Korea Development Bank (No. 33-44818).
B-2	-	Form of global Debt Security that bears interest at a fixed rate, incorporated herein by reference to Exhibit B-2 to the Registration Statement of The Korea Development Bank (No. 33-156305).
B-3	-	Form of Amendment No. 1 to Fiscal Agency Agreement, incorporated herein by reference to Exhibit B-3 to the Registration Statement of The Korea Development Bank (No. 333-111608).
C-1	-	Form of Warrant Agreement, including form of Warrants.*
C-2	-	Form of Guarantee Agreement, including form of Guarantees, incorporated herein by reference to Exhibit C-2 to the Registration Statement of The Korea Development Bank (No. 333-97299).
C-3	-	Form of Solicitation Indemnification Agreement, incorporated herein by reference to Exhibit C-3 to the Registration Statement of The Korea Development Bank (No. 333-97299).
D-1	-	Consent of the Chief Executive Officer & Chairman of The Korea Development Bank (included on page II-5).
D-2	-	Power of Attorney of the Chief Executive Officer & Chairman of The Korea Development Bank, incorporated herein by reference to Exhibit D-2 to the Registration Statement of The Korea Development Bank (No. 333-189409).
E-1	-	Consent of the Minister of Strategy and Finance of The Republic of Korea (included on Page II-6).
E-2	-	Power of Attorney of the Minister of Strategy and Finance of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Korea Development Bank (No. 333-156305).
F	-	Consent of KPMG Samjong Accounting Corp.**
G-1	-	Letter appointing certain persons as authorized agents of The Korea Development Bank in the United States, incorporated herein by reference to Exhibit G-1 to the Registration Statement of The Korea Development Bank (No. 333-189409).
G-2	-	Letter appointing authorized agents of The Republic of Korea in the United States (included in Exhibit E-2).
H	-	The Korea Development Bank Act, incorporated herein by reference to Exhibit H to the Registration Statement of The Korea Development Bank (No. 333-197061).
I	-	The Enforcement Decree of The Korea Development Bank Act.
J	-	The Articles of Incorporation of The Korea Development Bank.
K-1	-	Form of Prospectus Supplement relating to The Korea Development Bank’s Medium-Term Notes, Series C, Due Not Less Than Nine Months From Date of Issue (the “Series C Notes”), incorporated herein by reference to Exhibit K-1 to the Registration Statement of The Korea Development Bank (No. 333-6866).
K-2	-	Form of Supplement to the Prospectus Supplement relating to the Korea Development Bank’s Series C Notes, incorporated herein by reference to Exhibit K-2 to the Registration Statement of The Korea Development Bank (No. 333-6866).

L	-	Form of Distribution Agreement between The Korea Development Bank and the Agents named therein relating to the offer or sale from time to time of the Series C Notes, incorporated herein by reference to Exhibit L to the Registration Statement of The Korea Development Bank (No. 333-6866).
M-1	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 37th Floor, Hysan Place, 500 Hennessey Road, Causeway Bay, Hong Kong, United States counsel to The Korea Development Bank, in respect of the legality of the Debt Securities (with or without Warrants).**
M-2	-	Opinion (including consent) of Kim & Chang, Sajik-ro 8-gil, Jongno-gu, Seoul, Korea, Korean counsel to The Korea Development Bank, in respect of the legality of the Debt Securities (with or without Warrants) and the Guarantees to be issued by The Republic of Korea.**
M-3	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 37th Floor, Hysan Place, 500 Hennessey Road, Causeway Bay, Hong Kong, United States counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$500,000,000 2.25% Notes due 2020.
M-4	-	Opinion (including consent) of Hwang Mok Park P.C., 9th Floor, Shinhan Bank Building, 20, Sejong-daero 9-gil, Jung-gu, Seoul 100-724, The Republic of Korea, Korean counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$500,000,000 2.25% Notes due 2020.
N-1	-	Form of the Series C Note that bears interest at a fixed rate, incorporated herein by reference to Exhibit N-1 to the Registration Statement of The Korea Development Bank (No. 333-6866).
N-2	-	Form of the Series C Note that bears interest at a floating rate, incorporated herein by reference to Exhibit N-2 to the Registration Statement of The Korea Development Bank (No. 333-6866).
O	-	Form of Calculation Agency Agreement between The Korea Development Bank and the calculation agent named therein relating to the Series C Notes that bear interest at a floating rate, incorporated herein by reference to Exhibit O to the Registration Statement of The Korea Development Bank (No. 333-6866).

* May be filed by amendment.

** Previously filed.

EX-99.(I)

EXHIBIT I

The Enforcement Decree of

the Korea Development Bank Act

Chapter I. General Provisions

Chapter II. Industrial Finance Bonds

Chapter III. Fund Management Committee

Chapter IV. Accounting

Chapter V. Criteria and Supervision for Sound Management

Chapter VI. Miscellaneous

Addenda

The Enforcement Decree of the Korea Development Bank Act

The Enforcement Decree of

the Korea Development Bank Act

Presidential Decree No. 858, Promulgated on January 18, 1954

Amended by Cabinet Decree No. 458, February 20, 1962

Amended by Presidential Decree No. 3667, December 17, 1968

Amended by Presidential Decree No. 4186, October 29, 1969

Amended by Presidential Decree No. 4253, November 14, 1969

Amended by Presidential Decree No. 5497, January 27, 1971

Amended by Presidential Decree No. 7986, February 12, 1976

Amended by Presidential Decree No. 8613, July 2, 1977

Amended by Presidential Decree No. 10022, September 10, 1980

Amended by Presidential Decree No. 14438, December 23, 1994

Amended by Presidential Decree No. 14632, April 28, 1995

Amended by Presidential Decree No. 15514, November 29, 1997

Amended by Presidential Decree No. 16323, May 24, 1999

Amended by Presidential Decree No. 16617, December 27, 1999

Amended by Presidential Decree No. 16742, March 4, 2000

Amended by Presidential Decree No. 18457, June 29, 2004

Amended by Presidential Decree No. 18736, March 8, 2005

Amended by Presidential Decree No. 19191, December 28, 2005

Amended by Presidential Decree No. 19806, December 29, 2006

Amended by Presidential Decree No. 20653, February 29, 2008

Amended by Presidential Decree No. 21480, May 6, 2009

Amended by Presidential Decree No. 21516, May 29, 2009

Amended by Presidential Decree No. 21641, July 27, 2009

Amended by Presidential Decree No. 21969, December 31, 2009

Amended by Presidential Decree No. 23488, January 6, 2012

Wholly Amended by Presidential Decree No. 25945, December 30, 2014

- 2 -

Chapter I. General Provisions

Article 1. (Purpose)

The purpose of this Decree is to set forth the matters delegated by the Korea Development Bank Act and necessary for the enforcement thereof.

Article 2. (Registration of Incorporation)

(1) The President (also known as Chairman & CEO; hereinafter referred to as the “President”) of Korea Development Bank (hereinafter referred to as “KDB”) shall, within two (2) weeks from the date on which KDB is incorporated, register the incorporation of KDB at the location of its head office.

(2) The registration of the incorporation shall contain the following matters:

1. Purpose;

2. Name;

3. Location of head office;

4. Location of branches;

5. Capital, the total number of authorized shares to be issued and the par value of each share;

6. Total number and types of issued shares, and number and characteristic of each type of issued share;

7. Name, resident registration number and address of the President;

8. Names and addresses of the Managing Directors, Directors and the Auditor; and

9. Method of serving public notice.

(3) KDB shall, at the location of its branches, register the matters prescribed in Paragraph (2) within three (3) weeks from the date of the registration of the incorporation.

Article 3. (New Registration)

When KDB establishes a branch, it shall register the following matters:

1. The location and date of establishment of such a branch at the location of the head office within two (2) weeks from the date when the branch is established; and

2. The matters prescribed in Subparagraphs 1 through 3, 7 and 9 of Paragraph (2) of Article 2 at the location of each newly established branch within three (3) weeks from the date when the branch is established.

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The Enforcement Decree of the Korea Development Bank Act

Article 4. (Registration of Relocation)

(1) When KDB has relocated its head office to another location, KDB shall register the new location and date of relocation at the original location, and the matters prescribed in each Subparagraph of Paragraph (2) of Article 2 at the new location within two (2) weeks.

(2) When KDB has relocated a branch to another location, KDB shall register the new location of such branch and the date of relocation at the location of the head office and the original location of such branch and the matters prescribed in Subparagraphs 1 through 3, 7 and 9 of Paragraph (2) of Article 2 at the new location of such branch within two (2) weeks.

Article 5. (Registration of Changes)

If any change has occurred in any of the matters prescribed in Paragraph (2) of Article 2, such change shall be registered at the location of the head office within two (2) weeks. In this case, if the matters prescribed in Subparagraphs 1 through 3, 7 and 9 of Paragraph (2) of Article 2 have been changed, such changes shall be registered at the location of each branch within three (3) weeks.

Article 6. (Registration of Appointment of Proxies)

If a proxy has been appointed in accordance with Article 15 of the Korea Development Bank Act (hereinafter referred to as the “Act”), the following matters shall, within two (2) weeks after the appointment, be registered at the location of the head office or branch having the proxy. The same requirement shall apply in case where there are any changes to the registered matters:

1. The name, resident registration number and address of the proxy; and

2. Restrictions, if any, on the powers of the proxy.

Article 7. (Calculation of Registration Period)

If the approval of the Financial Services Commission is required with respect to any of the matters which are to be registered in accordance with Articles 2 through 6, the registration period shall commence on the date when the written approval is received.

Article 8. (Registry Office)

(1) The competent registry office with respect to the registrations by KDB shall be the district court, branch court of a district court or registry office, as the case may be, which has jurisdiction over the head office or branch of KDB.

- 4 -

(2) Each registry office shall keep the Register Book of Korea Development Bank.

Article 9. (Applicant of Registration)

The application for the registration of KDB shall be made by the President.

Article 10. (Documents Attached to Application for Registration)

The following documents shall be attached to the application form for registration under Articles 2 through 6:

1. In case of registration of incorporation under Article 2: Articles of Incorporation, a copy of the approval certificate of Articles of Incorporation, documents certifying that the initial capital has been paid-in, and documents certifying the qualifications of the President;

2. In case of registration of a branch under Article 3: Documents certifying the establishment of such branch;

3. In case of registration of relocation of the head office or a branch under Article 4: Documents certifying the relocation of the head office or the branch;

4. In case of registration of change under Article 5: Documents certifying such change in the contents of the registration; and

5. In case of registration of appointment of a proxy under Article 6: Documents certifying the appointment of the proxy and the restrictions, if any, imposed on the powers of the proxy.

Article 11. (Public Notice of Registration of Incorporation)

When KDB has completed the registration of its incorporation in accordance with Article 2, it shall serve immediate public notice thereof.

Chapter II. Industrial Finance Bonds

Article 12. (Methods of Issuance of Industrial Finance Bonds)

(1) Industrial Finance Bonds prescribed in Paragraph (1) of Article 23 of the Act (hereinafter referred to as “Industrial Finance Bonds”) shall be issued by public offering or private placement with qualified investors.

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The Enforcement Decree of the Korea Development Bank Act

(2) The issuance of Industrial Finance Bonds by public offering shall adopt the method of floatation (including the method of competitive bidding) or public sale.

Article 13. (Subscription of Industrial Finance Bonds, Etc.)

(1) Any person who intends to subscribe to Industrial Finance Bonds shall state on the application forms in duplicate the number of Industrial Finance Bonds to which he intends to subscribe, and his address, and shall place his signature and seal thereon.

(2) The application form shall be prepared by the President, and shall contain the following matters:

1. The name of KDB;

2. The total amount of Industrial Finance Bonds to be issued;

3. The nominal value of each denomination of Industrial Finance Bond;

4. The rate of interest on Industrial Finance Bonds to be issued;

5. The manner and date of redemption of principal;

6. The manner and date of payment of interest;

7. The issue price or minimum level of issue price of Industrial Finance Bonds;

8. The authorized capital and paid-in capital of KDB;

9. The statement that Industrial Finance Bonds are being issued under Article 24 of the Act, if issued thereunder; and

10. The total amount of unredeemed Industrial Finance Bonds, if any.

(3) Notwithstanding Subparagraph 4 of Paragraph (2), if the rate of interest on Industrial Finance Bonds has not been set, the subscriber shall state on the application form the subscription rate of interest.

(4) Notwithstanding Subparagraph 7 of Paragraph (2), if the issue price of Industrial Finance Bonds has not been set or if the minimum level of issue price has been set, the subscriber shall state on the application form the subscription price.

Article 14. (Firm Commitment Underwriting)

Article 13 shall not apply when the total amount of Industrial Finance Bonds being issued is taken up under an underwriting agreement.

Article 15. (Total Amount of Industrial Finance Bonds to be Issued)

If it is stated in the application form that Industrial Finance Bonds are validly issued even when the total amount of subscriptions to the bonds is less than the total issue amount of the bonds to be issued stated in the application form, the total amount of subscriptions shall be that of the bonds to be issued.

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Article 16. (Payment of Subscription Price of Industrial Finance Bonds)

When the subscription period for Industrial Finance Bonds has been closed, the President shall, without delay, demand that the subscribers shall pay the full amount of each bond.

Article 17. (Time to Issue Industrial Finance Bonds)

No certificate of Industrial Finance Bonds shall be issued prior to the total amount of the issued Industrial Finance Bonds is paid up except when Industrial Finance Bonds are issued under Article 18.

Article 18. (Issuance of Industrial Finance Bonds by Public Sale)

(1) In case that Industrial Finance Bonds are issued by a public sale, the sale period shall be set in advance.

(2) When Industrial Finance Bonds are issued under Paragraph (1), the application form for subscription shall not be prepared.

(3) In the certificate of Industrial Finance Bonds issued under Paragraph (1), the matters prescribed in Subparagraphs 1, and 3 through 6 of Paragraph (2) of Article 13, and the serial number of each Industrial Finance Bond shall be stated.

Article 19. (Public Notice of Issuance by Public Sale)

When KDB intends to issue Industrial Finance Bonds by a public sale, it shall serve public notice by advertising the sale period and the matters stated in Subparagraphs 1 through 7 of Paragraph (2) of Article 13.

Article 20. (Maintenance of Register of Industrial Finance Bonds, Etc.)

(1) KDB shall cause the Register of Industrial Finance Bonds to be kept at its head office.

(2) In the Register of Industrial Finance Bonds, the following matters shall be contained:

1. Total number of Industrial Finance Bonds, and the serial number of each bond;

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The Enforcement Decree of the Korea Development Bank Act

2. Issue date of Industrial Finance Bonds; and

3. Matters stated in Subparagraphs 2 through 6 of Paragraph (2) of Article 13.

(3) When Industrial Finance Bonds are issued in non-bearer form, the following matters shall, in addition to those stated in Paragraph (2), be contained in the Register of Industrial Finance Bonds:

1. The name and address of each holder; and

2. The date of acquisition thereof.

Article 21. (Inspection of Register of Industrial Finance Bonds)

Holders of Industrial Finance Bonds shall, at any time during the business hours of KDB, be entitled to request the inspection of the Register of Industrial Finance Bonds.

Article 22. (Transfer of Industrial Finance Bonds in Non-Bearer Form)

The transfer of Industrial Finance Bonds in non-bearer form shall not be set up against KDB or other third parties unless and until the name and address of the transferee are entered in the Register of Industrial Finance Bonds, and unless and until the name of the transferee is entered on the bond certificate.

Article 23. (Creation of Pledge on Industrial Finance Bonds in Non-Bearer Form)

(1) A pledge on an Industrial Finance Bond in non-bearer form shall not be set up against KDB or other third parties unless and until the name and address of the pledgee are entered in the Register of Industrial Finance Bonds.

(2) When a pledge is created in accordance with Paragraph (1), KDB shall enter a statement to that effect on the bond certificate.

Article 24. (Cancellation of Industrial Finance Bonds)

KDB may purchase and cancel Industrial Finance Bonds to the extent such cancellation does not hinder the business operations of KDB prescribed in Article 18 of the Act.

Article 25. (Lost Coupons)

(1) When the coupon attached to an Industrial Finance Bond in bearer form has been lost, an amount equivalent thereto shall, upon redemption, be deducted from the sum to be repaid.

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(2) The bearer of the coupon stated in Paragraph (1) may, at any time, request KDB, in exchange for the coupon, to pay the amount which has been deducted.

Article 26. (Notice to Subscribers, Etc. of Industrial Finance Bonds, Etc.)

(1) Notices or peremptory notices to subscribers of Industrial Finance Bonds shall be sent to the address entered on the subscription application form; provided, however, that if the subscriber gives KDB another address for the purpose of notices or peremptory notices, they shall be sent there.

(2) Paragraph (1) shall also apply to notices or peremptory notices sent to persons having title to Industrial Finance Bonds before the bond certificate is issued.

(3) Notices or peremptory notices to holders of Industrial Finance Bonds in non-bearer form shall be sent to the address appearing on the Register of Industrial Finance Bonds. If the holder gives KDB another address for the purpose of notices or peremptory notices, they shall be sent there.

(4) Notices or peremptory notices to holders of Industrial Finance Bonds in bearer form may be given by public notice.

Chapter III. Fund Management Committee

Article 27. (Composition of Fund Management Committee)

(1) The Fund Management Committee prescribed in Article 29 of the Act (hereinafter referred to as the “Committee”) shall consist of not more than nine (9) members, including one (1) Chairman.

(2) The members of the Committee are as follows:

1. The President;

2. Each person nominated by the Minister of Strategy and Finance and the Chairman of the Financial Services Commission from each of their competent public officials belonging to the Senior Civil Service;

3. One (1) person nominated by the Governor of the Bank of Korea under the Bank of Korea Act from the bank’s competent executives;

4. Two (2) persons nominated by the Chairman of the Financial Services Commission considering the gender composition of the Committee, from the officers of the institutions that make contribution to the Fund as prescribed in Subparagraphs 1 through 3 of Paragraph (2) of Article 23-2 of the Act on the Structural Improvement of the Financial Industry; and

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The Enforcement Decree of the Korea Development Bank Act

5. Three (3) persons who have sufficient knowledge and experience in policy finance or other related areas, each of whom are commissioned by the Chairman of the Financial Services Commission considering the gender composition of the Committee.

(3) The term of office of the members prescribed in Subparagraph 5 of Paragraph (2) shall be two (2) years each; provided, however, that they may be reappointed once.

(4) Any vacancy in the members prescribed in Subparagraph 5 of Paragraph (2) shall be filled by commissioning a new member, and the term of office of such new member shall be calculated from the date of his/her commission.

Article 28. (Operation of Committee)

(1) The President shall be the Chairman of the Committee (hereinafter referred to as the “Chairman”).

(2) The Chairman represents the Committee and shall be in charge of the overall business operations of the Committee.

(3) If the Chairman is unable to perform his/her duties due to unavoidable reasons, a member designated by the Committee in advance shall perform the duties on his/her behalf.

(4) The Chairman shall convene the meeting of the Committee as prescribed in the Articles of Incorporation.

(5) The Chairman shall, upon receiving a demand of a majority of incumbent members, call a meeting without delay.

(6) A meeting of the Committee shall be duly constituted to proceed with the attendance of a majority of incumbent members and adopt resolutions by the affirmative vote of a majority of members present at the meeting.

(7) Matters required for operation of the Committee other than ones provided under Paragraphs (1) through (6) shall be decided by the Chairman after the Committee’s resolution.

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Chapter IV. Accounting

Article 29. (Methods of Distribution of Dividends in Kind)

(1) When KDB intends to distribute a portion of its annual net profit in the form of dividend in kind under Paragraph (3) of Article 31 of the Act, such dividend shall originate from the properties which have been paid-in to KDB.

(2) Article 62 of the State Properties Act shall apply mutatis mutandis to compute the value of the properties which have been paid-in under Paragraph (1).

Chapter V. Criteria and Supervision for Sound Management

Article 30. (Supervision for Sound Management)

(1) The Financial Services Commission shall conduct supervision of KDB in order to secure KDB’s sound management as prescribed in Article 34 of the Act and in this Chapter except for the operations prescribed in Subparagraph 7 of Paragraph (2) of Article 18 of the Act.

(2) The Financial Services Commission may establish detailed regulations necessary for the supervision pursuant to Paragraph (1).

Article 31. (Credit Limit on Same Single Borrower)

(1) KDB shall not extend credit (as defined in Subparagraph 7 of Paragraph (1) of Article 2 of the Banking Act; hereinafter the same shall apply in this Chapter) exceeding twenty five percent (25%) of its net worth (as defined in Subparagraph 5 of Paragraph (1) of Article 2 of the Banking Act; hereinafter the same shall apply in this Chapter) to the same single person, legal entity and other persons who belong to the same business group (as defined in Subparagraph 2 of Article 2 of the Monopoly Regulation and Fair Trade Act) (hereinafter collectively referred to as the “Same Single Borrower”); provided, however, that KDB is exempted from this limitation in any of the following cases:

1. Where KDB extends additional credit to a company that is undergoing rehabilitation proceedings under the Debtor Rehabilitation and Bankruptcy Act, or the work-out program under the auspices of creditor financial institutions;

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The Enforcement Decree of the Korea Development Bank Act

2. Where KDB extends additional credit to a person that has acquired the company set forth in Subparagraph 1 in accordance with the relevant acquisition agreement;

3. Where KDB breaches the credit limit with the exception of each of Subparagraphs hereof owing to the following reasons though KDB did not extend additional credit:

a. Increase of Korean Won-converted amount resulting from exchange rate fluctuations;

b. Capital reduction of the KDB;

c. Changes of the ownership composition of the Same Single Borrower;

d. M&A, or business transfer among the companies which received credit; or

e. Any other reasons including rapid changes of economic conditions as acknowledged by the Financial Services Commission as unavoidable;

4. Where KDB extends credit to the electric source developer in accordance with the execution plan for electric source development business pursuant to the Electric Power Source Development Promotion Act;

5. Where the Financial Services Commission acknowledges, subject to consultation with the Minister of Strategy and Finance, as necessary for the implementation of industrial policies including social overhead capital projects, or the promotion of national living standards; or

6. Where the Financial Services Commission acknowledges as necessary for the achievement of the purpose of the incorporation of KDB.

(2) In case the limitation prescribed by the main sentence of Paragraph (1), with the exception of each of Subparagraphs, is exceeded in accordance with Subparagraph 3 of the same Paragraph, the credit shall be adjusted to be within the limitation prescribed by the main sentence of Paragraph (1) within one (1) year from the date of such breach of the required limit; provided, however, that the Financial Services Commission may determine and extend the obedience period in any of the following cases:

1. Where it is difficult to collect the already extended credit in time because the credit is not due;

2. Where the circumstances set forth in Subparagraph 3.a or 3.b of Paragraph (1) last for a long time and the collection of credit is deemed to have significant impact on the managerial stability of the person who is provided with the credit; or

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3. Where the Financial Services Commission acknowledges that KDB’s asset quality would remain largely unharmed even with a certain period of exceeding the credit limit in such circumstances similar to Subparagraphs 1 and 2.

Article 32. (Credit Limit on Same Person or Legal Entity, Etc.)

(1) KDB shall not extend credit exceeding twenty percent (20%) of its net worth to each of the same person or legal entity.

(2) KDB shall not extend a large amount of credit, which shall mean the credit exceeding ten percent (10%) of its net worth, to each of the Same Single Borrower, in an aggregate amount over five times of its net worth.

(3) The proviso of Paragraph (1) of Article 31, with the exception of each of Subparagraphs, each of Subparagraphs of the same Paragraph, and Paragraph (2) of the same Article shall apply mutatis mutandis to Paragraphs (1) and (2).

Article 33. (Limitation on Equity Participation in Other Legal Entities, Etc.)

(1) KDB shall not acquire shares exceeding fifteen percent (15%) of voting shares (including subscription certificates; hereinafter the same shall apply in this Article) of any legal entity; provided, however, that KDB is exempted from such limitation in any of the following cases:

1. Where KDB acquires shares of other legal entities, which the Government has channeled to KDB as a capital subscription;

2. Where KDB acquires bonus shares through share dividends or capital increase without consideration;

3. Where KDB acquires shares through debt/equity conversion resulting from corporate restructuring, and so forth;

4. Where KDB acquires shares by executing security rights;

5. Where KDB acquires shares by participating in capital increase with consideration to the extent of its existing shares;

6. Where KDB acquires shares by converting share-related bonds, including bonds with subscription warrant, into shares;

7. Where KDB acquires shares by making contribution to a company engaging in the type of business designated by the Financial Services Commission while holding over fifteen percent (15%) of its voting shares (hereinafter referred to as the “Subsidiary”). In this case, the total contributions to each Subsidiary shall not exceed twenty percent (20%) of the net worth (excluding the amount which has been contributed under Subparagraphs 8 and 10) of KDB;

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The Enforcement Decree of the Korea Development Bank Act

8. Where KDB acquires equity securities by contributing to the small and medium business start-up investment cooperatives under the Support for Small and Medium Enterprise Establishment Act, the new technology project investment associations under the Specialized Credit Finance Business Act, the specialized components and materials investment associations under the Act on Special Measures for the Promotion of Specialized Enterprises, Etc., for Components and Materials, the corporate restructuring associations registered under Article 15 of the Industrial Development Act (it shall mean the law previous to Law No. 9584 which is the complete amendment law of the Industrial Development Act), the private equity funds for improving corporate structure under Article 20 of the Industrial Development Act, the Korea Venture Fund under the Act on Special Measures for the Promotion of Venture Businesses, or the privately placed funds under Paragraph 19 of Article 9 of the Financial Investment Services and Capital Markets Act (including the private equity funds under Subparagraph 7 of Paragraph 18 of Article 9 of the same Article);

9. Where KDB acquires shares by contributing to venture businesses under the Act on Special Measures for the Promotion of Venture Business, or small and medium businesses under the Framework Act on Small and Medium Enterprises; or

10. Other cases, where the Financial Services Commission acknowledges as necessary for the achievement of the purpose of the incorporation of KDB.

(2) KDB shall not conduct the following activities in transaction with the Subsidiary:

1. To extend credit to the Subsidiary exceeding the limit as set by the Financial Services Commission;

2. To extend credit backed by the shares issued by the Subsidiary; or

3. To extend credit to cause any person to buy the shares issued by the Subsidiary.

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Article 34. (Limitation on Securities Ownership, Etc.)

KDB shall not engage in the following activities:

1. To hold shares or securities, whose maturity exceeds three (3) years, in excess of sixty percent (60%) of its net worth; provided, however, that the following securities shall be excluded therefrom:

a. Shares underwritten by KDB under Subparagraph 2 of Article 18 of the Act;

b. Bonds issued by the Government, local governments or special corporations established by special laws;

c. Monetary Stabilization Bonds issued by the Bank of Korea;

d. Bonds issued by the funds pursuant to the National Finance Act; or

e. Any securities acquired through the Government’s contribution to KDB;

2. To possess real estate other than for business use; provided, however, that the acquisition of real estate by means of execution of mortgage or other security rights shall be excluded therefrom;

3. To possess real estate for business use in excess of sixty percent (60%) of its net worth; and

4. To extend loans to executives, directors and employees of KDB or its Subsidiaries; provided, however, that petit loans as specified by the Financial Services Commission shall be excluded therefrom.

Article 35. (Disposition of Non-Business-Purpose Assets, Etc.)

KDB shall dispose of assets in accordance with the rule established by the Financial Services Commission, which shall be prohibited from acquiring or possessing pursuant to this Decree, when it has acquired such assets by means of execution of security rights.

Article 36. (Establishment of Risk Management Systems)

In order to control various managerial risks, KDB shall establish and operate risk management systems which prescribe appropriate operating standards and procedures, enforce comprehensive asset/liability management, and so forth.

Article 37. (Accounting Standards)

The accounting of KDB is subject to the accounting standards under Subparagraph 1 of Paragraph (1) of Article 13 of the Act on External Audit of Stock Companies, and the bank-related accounting standards established by the Financial Services Commission.

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The Enforcement Decree of the Korea Development Bank Act

Article 38. (Scope of Supervision of Soundness)

Supervision of soundness and inspection conducted by the Financial Services Commission shall be limited to the examination of financial accounting in accordance with Article 22 of the Board of Audit and Inspection Act and matters not subject to the inspection of duties under Article 24 of the same Act.

Article 39. (Direction of Sound Management)

(1) KDB shall classify its assets by safety and soundness on a regular basis, thereby accumulating and maintaining an adequate reserve for possible loan losses; provided, however, that credits to the Government, local governments or Government-invested institutions are exempted from such reserves as required to be set aside.

(2) KDB shall observe the asset management standards established by the Financial Services Commission such as the capital adequacy ratio against the risk-weighted assets, the Korean Won-denominated current assets ratio against the Korean Won current liabilities, and so forth according to the standards set by the Bank for International Settlements.

(3) The Financial Services Commission may demand that KDB take measures necessary to improve its management if KDB’s failures to meet the standards set forth in this Chapter is deemed to cause severe detriment to its sound management.

Article 40. (Disclosure of Management)

KDB shall disclose important information and materials about its management conditions as prescribed by the Financial Services Commission.

Article 41. (Inspection of Documents)

(1) When the Financial Services Commission entrusts the inspection prescribed in Paragraph (1) of Article 36 of the Act to the Governor of the Financial Supervisory Service in accordance with Paragraph (2) of the same Article, it shall have the Governor of the Financial Supervisory Service report in advance the purpose and scope of such inspection in detail.

(2) When the Governor of the Financial Supervisory Service has conducted the inspection entrusted under Paragraph (1), he/she shall immediately report the result to the Financial Services Commission.

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Chapter VI. Miscellaneous

Article 42. (Handling of Unique Identification Information)

Where it is unavoidable for the Financial Services Commission (including the person to whom the power of the Financial Services Commission has entrusted under Paragraph (2) of Article 36 of the Act) to conduct the following business, it may handle the materials including the resident registration number, passport number and driver’s license number or alien registration number as prescribed in Article 19 of the Enforcement Decree of the Personal Information protection Act:

1. Business on the appointment or dismissal of executives under Article 13 of the Act;

2. Business on the supervision, order and follow-up actions under Paragraph (1) of Article 34 of the Act;

3. Business on the actions, etc. under Paragraphs (3) through (5) of Article 34 of the Act; and

4. Business on the request for submission or inspection of the report under Paragraph (1) of Article 36 of the Act and the follow-up actions.

Article 43. (Procedures for Application of Approval)

The Financial Services Commission may establish procedures necessary for the submission of an application for any approval required to be obtained under the Act, and for the supervision of KDB.

Addendum

This Decree shall come into force on the date of its promulgation.

Addendum

(Presidential Decree No. 5497, January 27, 1971)

This Decree shall come into force on the date of its promulgation.

Addendum

(Presidential Decree No. 7986, February 12, 1976)

This Decree shall come into force on the date of its promulgation.

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The Enforcement Decree of the Korea Development Bank Act

Addendum

(Presidential Decree No. 8613, July 2, 1977)

This Decree shall come into force on the date of its promulgation.

Addendum

(Presidential Decree No. 10022, September 10, 1980)

This Decree shall come into force on the date of its promulgation.

Addendum

(Presidential Decree No. 14438, December 23, 1994; Organization of the Ministry of Finance and Economy and its subdivision)

This Decree shall come into force on the date of its promulgation.

Addendum

(Presidential Decree No. 14632, April 28, 1995)

This Decree shall come into force on the date of its promulgation.

Addendum

(Presidential Decree No. 15514, November 29, 1997)

This Decree shall come into force on the date of its promulgation.

Addenda

(Presidential Decree No. 16323, May 24, 1999)

Article 1.

This Decree shall come into force on the date of its promulgation.

Articles 2 - 4. (omitted)

Addenda

(Presidential Decree No. 16617, December 27, 1999)

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Article 1.

This Decree shall come into force on the date of its promulgation.

Articles 2 and 3. (omitted)

Addenda

(Presidential Decree No. 16742, March 4, 2000)

Article 1. (Date of Enforcement)

This Decree shall come into force on the date of its promulgation.

Article 2. (Transitional Measures on Credit Limit)

(1) Where the KDB extends credits in excess of the credit limit under the amendments to Paragraph (1) of Article 35-4 and Paragraph (1) of Article 35-5 at the time of the entry into force of this Decree, the KDB is required to conform to the said amendments not later than December 31, 2004, and shall present a detailed action plan for such implementation to, and obtain the approval from, the Financial Supervisory Commission within one month from the enforcement Date of this Decree.

(2) Where the KDB extends credits in excess of the credit limit under the amendments to Paragraph (2) of Article 35-5 at the time of the entry into force of this Decree, the KDB is required to conform to the said amendments not later than December 31, 2000, and shall present a detailed action plan for such implementation to, and obtain the approval from, the Financial Supervisory Commission within one month from the enforcement Date of this Decree.

Article 3. (Transitional Measures on Share Ownership of Other Companies)

Where the KDB owns shares in excess of fifteen percent (15%) of total shares (including subscription certificates) issued by other legal entities, which do not fall within the amendments to Subparagraphs 1 through 9 of Paragraph (1) of the Article 35-6 at the time of the entry into force of this Decree, the KDB is deemed to own such shares subject to the approval of the Minister of Finance and Economy in accordance with the amendments to Subparagraph 10 of Paragraph (1) of Article 35-6.

Addenda

(Presidential Decree No. 18457, June 29, 2004)

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The Enforcement Decree of the Korea Development Bank Act

Article 1. (Date of Enforcement)

This Decree shall come into force on July 1, 2004.

Articles 2 - 4. (omitted)

Addenda

(Presidential Decree No. 18736, March 8, 2005)

Article 1. (Date of Enforcement)

This Decree shall come into force on the date of its promulgation.

Articles 2 - 5. (omitted)

Addendum

(Presidential Decree No. 19191, December 28, 2005)

This Decree shall come into force on January 1, 2006; provided, however, that the amended provision of Subparagraph 1 of Paragraph (1) of Article 35-4 shall come into force on April 1, 2006.

Addenda

(Presidential Decree No. 19806, December 29, 2006)

Article 1. (Date of Enforcement)

This Decree shall come into force on January 1, 2007.

Articles 2 - 6. (omitted)

Addenda

(Presidential Decree No. 20653, February 29, 2008)

Article 1. (Date of Enforcement)

This Decree shall come into force on the date of its promulgation.

Articles 2. (omitted)

Addenda

(Presidential Decree No. 21480, May 6, 2009)

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Article 1. (Date of Enforcement)

This Decree shall come into force on May 8, 2009.

Articles 2 - 3. (omitted)

Addenda

(Presidential Decree No. 21516, May 29, 2009)

Article 1. (Date of Enforcement)

This Decree shall come into force on June 1, 2009.

Articles 2. (Exception to the Method of Calculating the Net Worth)

Notwithstanding Subparagraph 1 of Article 35-2, where the KDB shall be divided into the KDB Holding Company and the KoFC established based on the Korea Finance Corporation Act, in applying the provisions of credit limit under Article 35-4 through Article 35-6, the net worth of the KDB shall be calculated by adding the amount equivalent to the reduced net worth by reason of the division of KDB from the day of such division to five (5) year period.

Article 3. (Consultation Etc. regarding the Incurrence of Foreign Currency Debt)

(1) From the enforcement date of the Act No. 9703, partial amendment law of the Korea Development Act, to the first date of selling the Korea Development Bank Financial Holding Stock Company’s shares held by the Government, with respect to the foreign currency debt under Paragraph (1) of Article 18-2 of the Act as expected to be newly incurred every quarter (hereinafter referred to as “Foreign Currency Debt” in this Article), the KDB shall consult in advance with the Minister of Strategy and Finance and the Financial Services Commission the following matters and any revision of the same in accordance with Article 6 of the Addenda of the Act No. 9703, partial amendment law of the Korea Development Act:

1. Reasons for borrowing;

2. Amount of borrowing; and

3. Term of repayment.

(2) In order to facilitate the consultation under Paragraph (1) above, the KDB shall submit matters concerning the repayment status of the previous quarter with regard to the Foreign Currency Debt, the outstanding balance of the debt and the amount to be repaid during the applicable quarter to the Minister of Strategy and Finance and the Financial Services Commission within fifteen (15) days every quarter from the first day of each quarter.

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The Enforcement Decree of the Korea Development Bank Act

Addenda

(Presidential Decree No. 21641, July 27, 2009)

Article 1. (Date of Enforcement)

This Decree shall come into force on July 31, 2009.

Articles 2 - 15. (omitted)

Addenda

(Presidential Decree No. 21969, Promulgated on December 31, 2009)

Article 1. (Date of Enforcement)

This Decree shall come into force on the date of its promulgation; provided, however, that paragraph (4) of Article 8 of this Addenda shall come into force from January 1, 2011.

Articles 2 - 8. (omitted)

Addendum

(Presidential Decree No. 23488, January 6, 2012)

This Decree shall come into force on the date of its promulgation.

Addenda

(Presidential Decree No. 25945, December 31, 2014)

Article 1. (Date of Enforcement)

This Decree shall come into force from and on the date of registration of the merger as prescribed in Paragraph (6) of Article 4 of the Addenda of the wholly amended Korea Development Bank Act (Act No.: 12663).

Article 2. (Repeal of Other Acts)

The Enforcement Decree of the Korea Finance Corporation Act shall be repealed.

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Article 3. (Exception to Credit Limit)

Notwithstanding the amended provision of the main sentence of Paragraph (1) of Article 31, with the exception of each of the Subparagraphs, and Subparagraph (1) of Article 32, “twenty five percent (25%)” in the amended provision of the main sentence of Paragraph (1) of Article 31, with the exception of each of Subparagraphs, shall be deemed to be “thirty percent (30%)”, and “twenty percent (20%)” in the amended provision of Paragraph (1) of Article 32 shall be deemed to be “twenty five percent (25%)” for five (5) years from the date of enforcement of this Decree.

Article 4. (Amendment of Other Acts)

(1) Part of the Enforcement Decree of the Introduction and Management of Public Loans Act shall be amended as follows:

Subparagraph 2 of Article 13 shall be amended as follows and Subparagraph 2-2 of the same Article shall be deleted:

2. President of Korea Development Bank

 “the President of Korea Development Bank or the President of Korea Finance Corporation” in Paragraph (3) of Article 15, with the exception of each of Subparagraphs, shall be “the President of Korea Development Bank.”

 “the President of Korea Development Bank or the President of Korea Finance Corporation” in Paragraphs (1) and (2) of Article 16, shall be “the President of Korea Development Bank.”

(2) Part of the Enforcement Decree of the Act on the Improvement of Managerial Structure and Privatization of Public Enterprises shall be amended as follows:

“Korea Development Bank and Korea Finance Corporation established under the Korea Finance Corporation Act (hereinafter referred to as the “Government, etc.”)” in Article 6 shall be “Korea Development Bank” (hereinafter referred to as the “Government, etc.”).

Subparagraph 4 of Article 9 shall be deleted.

(3) Part of the Enforcement Decree of the Special Act on the Management of Public Funds shall be amended as follows:

Subparagraph 27 of Article 5 shall be deleted.

“Korea Development Bank and Korea Finance Corporation under the Korea Finance Corporation Act” in Subparagraph 5 of Article 7 shall be “Korea Development Bank.”

(4) Part of the Enforcement Decree of the Tourism Promotion and Development Fund Act shall be amended as follows:

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The Enforcement Decree of the Korea Development Bank Act

“Article 19 of the Korea Development Bank Act” in Article 3 shall be “Article 20 of the Korea Development Bank Act.”

(5) Part of the Enforcement Decree of the State Property Act shall be amended as follows:

Subparagraph 9 of Paragraph (1) of Article 38 shall be deleted. Item 22 of attached Table 1 shall be amended as follows:

22. Korea Development Bank under the Korea Development Bank Act Item 3 of attached Table 2 shall be deleted.

(6) Part of the Enforcement Decree of the Act on the Structural Improvement of the Financial Industry shall be amended as follows:

“Korea Finance Corporation under the Korea Finance Corporation Act” (hereinafter referred to as the “KoFC”) in Article 5-8, with the exception of each of Subparagraphs, shall be “Korea Development Bank under the Korea Development Bank Act (hereinafter referred to as “KDB”).”

“KoFC” in Article 5-9 shall be “KDB.”

“the President of KoFC” (hereinafter referred to as the “President”) in Paragraph (2) of Article 5-11, with the exception of each of Subparagraphs, shall be “the President of KDB” (hereinafter referred to as the “President”) and “KoFC” in Subparagraph 1 of the same Paragraph shall be “ Korea Development Bank.”

“the President” in Article 5-14 shall be the “President.”

“KoFC” in Paragraph (1) of Article 5-17, with the exception of each of Subparagraphs, shall be “KDB” and “KoFC” in Paragraph (3) of the same Article shall be “KDB.”

“KoFC’s or” in Paragraphs (1) and (2) of Article 5-18 shall be “KDB’s or” and “KoFC” in Paragraph (3) of the same Article shall be “KDB.”

“KoFC” in Article 5-19 shall be “KDB.”

“KoFC” in the proviso of Paragraph (1) of Article 5-21 shall be “KDB.”

(7) Part of the Enforcement Decree of the Act on Real Name Financial Transactions and Confidentiality shall be amended as follows: Subparagraph 4 of Article 2 shall be deleted.

(8) Part of the Regulation on Organization of the Financial Services Commission and Institutions Attached Thereto shall be amended as follows:

“Korea Development Bank, Industrial Bank of Korea and Korea Finance Corporation” in Subparagraph 16 of Paragraph (3) of Article 12 shall be “Korea Development Bank and Industrial Bank of Korea.”

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(9) Part of the Enforcement Decree of the Financial Holding Companies Act shall be amended as follows:

Subparagraph 1 of Paragraph (3) of Article 5 shall be deleted and “Korea Development Bank” in Subparagraph 4 of the same Paragraph shall be “Korea Development Bank (hereinafter referred to as “KDB).”

“Korea Finance Corporation” in Subparagraph 3 of Paragraph (1) of Article 6-2 shall be “Korea Development Bank.”

Subparagraph 5 of Paragraph (1) of Article 17 shall be deleted.

(10) Part of the Enforcement Decree of the Act on the Efficient Disposal of Non-Performing Assets, etc. of Financial Institutions and the Establishment of Korea Asset Management Corporation shall be amended as follows:

Subparagraph 3 of Article 2 shall be deleted.

(11) Part of the Enforcement Decree of the Corporate Restructuring Promotion Act shall be amended as follows:

Subparagraph 1 of Article 8 shall be amended as follows and Subparagraph 4 of the same Article shall be deleted:

1. Articles 33 and 34 of the Enforcement Decree of the Korea Development Bank Act.

(12) Part of the Enforcement Decree of the Corporate Restructuring Investment Companies Act shall be amended as follows:

Subparagraph 5 of Article 2, Subparagraph 4 of Article 3, and Subparagraph 5 of Paragraph (1) of Article 5 shall be deleted.

(13) Part of the Enforcement Decree of the Act on Formation and Operation of Agricultural, Fisheries, and Food Investment Funds shall be amended as follows:

Subparagraph 6 of Paragraph (2) of Article 13 shall be deleted.

(14) Part of the Enforcement Decree of the Act on Special Rural Development Tax shall be amended as follows:

Subparagraphs 1-3 and 1-5 of Paragraph (6) of Article 4 shall be deleted.

(15) Part of the Enforcement Decree of the Act on Special Measures for the Promotion of Venture Businesses shall be amended as follows:

Subparagraph 2-2 of Paragraph (2) of Article 2-3 shall be deleted.

(16) Part of the Enforcement Decree of the Corporate Tax Act shall be amended as follows:

Subparagraph 5 of Paragraph (2) of Article 61 shall be deleted.

(17) Part of the Enforcement Decree of the Insurance Business Act shall be amended as follows:

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The Enforcement Decree of the Korea Development Bank Act

Subparagraph 11 of Paragraph (3) of Article 6-2 and Subparagraph 46 of Paragraph (2) of Article 19 shall be deleted.

(18) Part of the Enforcement Decree of the Value-Added Tax Act shall be amended as follows:

Subparagraph 8 of Paragraph (3) of Article 40 shall be deleted.

(19) Part of the Enforcement Decree of the Real Estate Investment Company Act shall be amended as follows:

Subparagraph 7 of Paragraph (1) of Article 5, Subparagraph 22 of Article 12-3, and Subparagraph 5 of Paragraph (1) of Article 33 shall be deleted.

(20) Part of the Enforcement Decree of the Act on Public-Private Partnerships in Infrastructure shall be amended as follows:

Subparagraph 4 of Paragraph (1) of Article 38 shall be deleted.

(21) Part of the Enforcement Decree of the Mutual Savings Banks Act shall be amended as follows:

Subparagraph 5 of Paragraph (1) of Article 24 and Subparagraph 46 of Paragraph (1) of Article 27 shall be deleted.

(22) Part of the Enforcement Decree of the Shipowners Mutual Protection and Indemnity Insurance Act shall be amended as follows:

Subparagraph 7 of Article 3 shall be deleted.

(23) Part of the Enforcement Decree of the Income Tax Act shall be amended as follows:

Subparagraph 2 of Paragraph (2) of Article 22-2 shall be amended as follows:

2. Industrial Finance Bonds under Article 23 of the Korea Development Bank Act.

(24) Part of the Enforcement Decree of the Use and Protection of Credit Information Act shall be amended as follows:

Subparagraph 5 of Paragraph (1) of Article 5 shall be deleted.

(25) Part of the Enforcement Decree of the Depositor Protection Act shall be amended as follows:

Subparagraph 7 of Paragraph (3) of Article 15 shall be deleted.

(26) Part of the Enforcement Decree of the Foreign Exchange Transactions Act shall be amended as follows:

Subparagraph 1-2 of Article 7 shall be deleted.

“Korea Development Bank and Korea Finance Corporation under the Korea Finance Corporation Act” in Subparagraph 1 of Article 14 shall be “Korea Development Bank.”

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Subparagraph 7 of Article 21-2 shall be deleted.

(27) Part of the Enforcement Decree of the Banking Act shall be amended as follows:

“Korea Finance Corporation under the Korea Finance Corporation Act” in Subparagraph 3 of Paragraph (1) of Article 4-2 shall be “Korea Development Bank under the Korea Development Bank Act.”

Subparagraph 43 of Paragraph 1 of Article 13 shall be deleted.

(28) Part of the Enforcement Decree of the Stamp Tax Act shall be amended as follows:

Subparagraph 3 of Article 2-2 shall be deleted.

(29) Part of the Enforcement Decree of the Financial Investment Services and Capital Markets Act shall be amended as follows:

Subparagraph 4-2 of Paragraph (3) of Article 10, Subparagraph 2-2 of Article 25, Subparagraph 47 of Paragraph (1) of Article 27, Subparagraph 32 of Paragraph (1) of Article 119, Subparagraph 19 of Paragraph (1) of Article 297, and Subparagraph 6 of Paragraph (1) of Article 324-3 shall be deleted.

(30) Part of the Enforcement Decree of the Asset-Backed Securitization Act shall be amended as follows:

Subparagraph 12 of Article 2 shall be deleted.

(31) Part of the Enforcement Decree of the Electric Technology Management Act shall be amended as follows:

“Korea Finance Corporation under the Korea Finance Corporation Act” in Subparagraph 1 of Paragraph (4) of Article 7-4 shall be “Korea Development Bank under the Korea Development Bank Act.”

(32) Part of the Enforcement Decree of the Electronic Financial Transactions Act shall be amended as follows:

Subparagraph 1-2 of Article 2 shall be deleted.

(33) Part of the Enforcement Decree of the Restriction of Special Taxation Act shall be amended as follows:

Subparagraph 8 of Paragraph (2) of Article 18 and Subparagraph 1 of Paragraph (1) of Article 42-2 shall be deleted.

“Korea Finance Corporation under the Korea Finance Corporation Act” in Subparagraph 1 of Paragraph (2) of Article 104 shall be “Korea Development Bank under the Korea Development Bank Act” and “Korea Finance Corporation” shall be “Korea Development Bank.”

Paragraph (3) of Article 104-19 shall be deleted.

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The Enforcement Decree of the Korea Development Bank Act

(34) Part of the Enforcement Decree of the Act on External Audit of Stock Companies shall be amended as follows:

“Korea Development Bank and Korea Finance Corporation under the Korea Finance Corporation Act” in Subparagraph 4 of Paragraph (1) of Article 3-2 shall be “Korea Development Bank.”

Subparagraph 3 of Article 16-2 shall be deleted.

(35) Part of the Enforcement Decree of the Support for Small and Medium Enterprise Establishment Act shall be amended as follows:

Clause d. 2. k of Subparagraph 1 of Paragraph (4) of Article 10 shall be deleted.

(36) Part of the Enforcement Decree of the Regional Credit Guarantee Foundation Act shall be amended as follows:

Clause ff of Subparagraph 2 of Paragraph (1) of Article 5-2 shall be amended as follows, Clause gg shall be changed to jj, and Clauses gg through ii shall be newly inserted in the same Subparagraph as follows:

ff. Loans using the loans extended by the former Korea Finance Corporation (referring to Korea Finance Corporation under the Korea Finance Corporation Act prior to its repeal pursuant to Article 2 of the Addenda of the wholly amended Korea Development Bank Act (Act No. 12663));

gg. Loans using the loans extended by Korea Development Bank (hereinafter referred to as “KDB”) (limited to the loans extended after the enforcement date of the wholly amended Korea Development Bank Act (Act No. 12663));

hh. Loans extended by KDB to become the financial resources for the loans prescribed in Clause gg;

ii. Loans (including the loans extended by KDB after the date of registration of the merger based on the loan agreement entered into by Korea Finance Corporation prior to the date of registration of the merger) in the loan receivables to which KDB has succeeded from Korea Finance Corporation due to the merger as prescribed in Paragraph (2) of Article 6 of the Addenda of the wholly amended Korea Development Bank Act (Act No. 12663));

“Articles 47 and 49 of the Korea Development Bank Act” in Paragraph (3) of Article 5-2 shall be “Articles 34 and 36 of the Korea Development Bank Act.”

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(37) Part of the Enforcement Decree of the Bank of Korea Act shall be amended as follows:

“Article 25 of the Korea Development Bank Act” in Clause d of Subparagraph 2 of Article 12-2 shall be “Article 23 of the Korea Development Bank Act.”

Article 5. (Relationship with Other Acts)

(1) Where the provisions in the former Enforcement Decree of the Korea Development Bank Act are cited by other acts or subordinate statues at the time when this Decree comes into force, the relevant provisions in this Decree shall be deemed to have been cited in lieu of the former provisions.

(2) Where the former Enforcement Decree of the Korea Finance Corporation Act is cited by other acts or subordinate statues at the time when this Act comes into force, this Decree shall be deemed to have been cited in lieu of the former Decree.

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EX-99.(J)

EXHIBIT J

The Articles of Incorporation of

Korea Development Bank

Chapter I. General Provisions

Chapter II. Capital and Shares

Chapter III. General Meetings of Shareholders

Chapter IV. Executives and Employees

Chapter V. Board of Directors

Chapter VI. Operations and Execution Thereof

Chapter VII. Financial Stabilization Fund

Chapter VIII. Industrial Finance Bonds

Chapter IX. Accounting

Chapter X. Miscellaneous

Addenda

The Articles of Incorporation of Korea Development Bank

The Articles of Incorporation of

Korea Development Bank

Made on February 16, 1954

Amended on August 20, 1954

Amended on February 21, 1959

Amended on March 16, 1962

Amended on October 14, 1963

Amended on January 14, 1969

Amended on July 1, 1969

Amended on May 19, 1970

Amended on September 24, 1970

Amended on March 10, 1971

Amended on February 28, 1973

Amended on March 14, 1973

Amended on September 24, 1974

Amended on March 25, 1975

Amended on April 26, 1976

Amended on August 8, 1977

Amended on September 16, 1977

Amended on January 23, 1978

Amended on April 15, 1978

Amended on May 25, 1979

Amended on May 7, 1980

Amended on November 16, 1981

Amended on January 19, 1982

Amended on March 11, 1982

Amended on August 1, 1983

Amended on April 20, 1984

Amended on December 30, 1985

Amended on February 15, 1989

Amended on June 4, 1990

Amended on July 13, 1993

Amended on May 3, 1995

Amended on November 29, 1997

Amended on December 24, 1998

Amended on April 1, 2002

Amended on August 18, 2006

Amended on March 19, 2007

Amended on January 22, 2008

Amended on May 14, 2008

Amended on July 31, 2009

Amended on October 9, 2009

Amended on April 26, 2010

Amended on January 16, 2013

Amended on October 17, 2014

Wholly Amended on October 31, 2014

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Chapter I. General Provisions

Article 1. (Incorporation and Name)

This bank shall be incorporated under the “Korea Development Bank Act” (hereinafter referred to as the “Act”), and the name of this bank shall be Korea Development Bank (hereinafter referred to as “KDB”).

Article 2. (Purpose)

The purpose of KDB is to contribute to the sound development of the financial industry and national economy by supplying and managing funds necessary for the development and promotion of industries, expansion of social infrastructure, development of regions, stabilization of financial markets, facilitation of sustainable growth, etc.

Article 3. (Establishment of Head Office, Branches, Etc.)

(1) KDB shall have its head office in Seoul; provided, however, that KDB shall establish an organization in charge of maritime finance in Busan.

(2) KDB may establish branches, agencies, and other business places or offices at the locations as necessary to conduct business.

Article 4. (Amendments of Articles of Incorporation)

Any amendment of the Articles of Incorporation of KDB shall be made subject to the authorization of the Financial Services Commission after the resolution of the Board of Directors and the General Meeting of Shareholders.

Article 5. (Methods of Public Notice)

(1) Public notice of KDB shall be posted on its website (http:// www.kdb.co.kr); provided, however, that if the website is not available due to a network failure or any other unavoidable reasons, public notice shall be given in the Maeil Business Newspaper or the Korea Economic Daily, which is published in Seoul.

(2) Notwithstanding Paragraph (1), the public notice of the financial statements under Paragraph (3) of Article 70 may be published in electronic document via the website of the Korea Federation of Banks.

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The Articles of Incorporation of Korea Development Bank

Chapter II. Capital and Shares

Article 6. (Total Number of Authorized Shares to be Issued, Etc.)

(1) The total number of shares to be issued by KDB shall be 6,000,000,000 shares, and the par value per share shall be five thousand Korean Won (KRW 5,000).

(2) The total number of shares initially issued by KDB shall be 1,928,372,235 shares.

Article 7. (Types of Shares and Share Certificates)

(1) The type of shares to be issued by KDB shall be classified as common shares, non-voting dividend preferred shares, non-voting preferential dividend redeemable shares, and non-voting preferential dividend convertible shares, and the issuance shall be subject to the resolution of the General Meeting of Shareholders.

(2) The total number of different classes of shares prescribed in Articles 8 through 10 shall not exceed one quarter (1/4) of the total number of issued and outstanding shares.

(3) The share certificates shall be issued in eight denominations of one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1,000), and ten thousand (10,000) share(s) per certificate.

(4) KDB may split or merge share certificates at the request of the shareholders.

(5) KDB shall not issue share certificates for the whole or a part of the shares owned by the shareholder at his/her declaration.

Article 8. (Non-voting Dividend Preferred Shares)

(1) Non-voting dividend preferred shares to be issued by KDB (hereinafter referred to as “preferred shares”) shall have no voting power.

(2) The dividend rate on preferred shares shall be not less than zero point three percent (0.3 %) per annum of the par value; provided, however, that the amount based on the rate determined by the General Meeting of Shareholders at the time of issuance shall be preferentially distributed in cash.

(3) Preferred shares may be participating or non-participating, and cumulative or non-cumulative by the resolution of the General Meeting of Shareholders.

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(4) If a resolution is adopted not to distribute dividends on preferred

shares, then the preferred shares shall be deemed to have voting rights from the General Meeting of Shareholders immediately following the General Meeting of Shareholders where such resolution is adopted to the end of the General Meeting of Shareholders where a resolution is adopted to distribute dividends on such preferred shares.

(5) In the event KDB increases its capital by the offer of shares and issue of bonus shares or KDB offers share dividends, the new shares to be assigned to preferred shares shall be common shares in the case of the offer of shares and shall be the shares of the same type in the case of the bonus issue of shares or the share dividends.

(6) The duration of preferred shares shall be determined by the resolution of the General Meeting of Shareholders. When determining a duration of preferred shares, such duration shall be no less than one (1) year and within twenty (20) years from the date of issuance, and shall be determined by the General Meeting of Shareholders at the time of issuance. Preferred shares shall be converted into common shares upon the expiration of the duration period; provided, however, that if the holders of the cumulative preferred shares do not receive dividends entitled to them during the duration period, then the duration period shall be extended until such holders receive in full the dividends to which they are entitled.

(7) Article 12 shall apply mutatis mutandis to the distribution of dividends for new shares issued upon conversion.

Article 9. (Non-voting Dividend Preferred Convertible Shares)

(1) Non-voting dividend preferred convertible shares to be issued by KDB (hereinafter referred to as “convertible shares”) shall have no voting power.

(2) KDB may issue a different class of shares that are convertible at its option pursuant to the resolution of the General Meeting of Shareholders as provided by the following (hereinafter referred to as “KDB’s convertible shares”):

1. The number of shares to be issued upon conversion shall be equal to the number of shares prior to conversion;

2. The conversion period shall be determined by a resolution of the General Meeting of Shareholders and shall be a period that commences not earlier than one (1) year, and ends within ten (10) years, from the issue date; provided, however, that if the conversion right is not exercised within the conversion period, the shares are deemed to have been converted upon the expiration date of the conversion period;

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The Articles of Incorporation of Korea Development Bank

3. The shares to be issued upon conversion shall be common shares; and

4. KDB’s convertible shares may be converted upon occurrence of the following:

a. The price of common shares is, on average, 1.3 times or higher than that of convertible shares for one (1) year; or

b. The conditions for conversion prescribed in the share subscription agreement are achieved.

(3) In case of Paragraph (2), the Board of Directors shall separately provide a notice to the shareholders of the different class of shares and the rights holders in KDB’s Register of Shareholders regarding the following information; provided, however, that the notice may be replaced with a public notice:

1. Shares to be converted;

2. The fact that the share certificates must be presented to KDB within a period of not less than two (2) weeks; and

3. The fact that if the share certificates are not presented to KDB within the specified period, the relevant share certificates shall become invalid and void.

(4) KDB may issue a different class of shares that are convertible at the request of the shareholders pursuant to the resolution of the General Meeting of Shareholders as provided by the following:

1. The number of shares to be issued upon conversion shall be equal to the number of shares prior to conversion;

2. The conversion period shall be determined by a resolution of the General Meeting of Shareholders and shall be a period that commences not earlier than one (1) year, and ends within ten (10) years, from the issue date; provided, however, that if the conversion right is not exercised within the conversion period, the shares are deemed to have been converted upon the expiration date of the conversion period; and

3. The shares to be issued upon conversion shall be common shares.

(5) KDB may issue the convertible shares prescribed in this Article as the redeemable shares under Article 10.

(6) Paragraphs (2) through (5) of Article 8 shall apply, mutatis mutandis, with respect to the convertible shares prescribed in this Article; provided, however, that the shareholders of convertible shares shall have the preemptive right equal to one (1) common share with respect to one (1) convertible share held by them.

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(7) Article 12 shall apply, mutatis mutandis, with respect to the distribution of dividends for the new shares issued upon conversion.

Article 10. (Non-voting Dividend Preferred Redeemable Shares)

(1) Non-voting dividend preferred redeemable shares to be issued by KDB (hereinafter referred to as “redeemable shares”) shall have no voting power.

(2) KDB may issue a different class of shares that are redeemable at its option pursuant to the resolution of the General Meeting of Shareholders as provided by the following (hereinafter referred to as “KDB’s redeemable shares”):

1. The redemption price shall be determined by the resolution of the General Meeting of Shareholders at the time of issuance of KDB’s redeemable shares from among the par value, the market price at the time of redemption, the issue price, and the price calculated based on an interest rate set in consideration of the market price, market interest rate, dividend rate, market conditions, and other circumstances related to such issuance;

2. The redemption period shall be determined by the resolution of the General Meeting of Shareholders at the time of issuance and shall be a period that commences not earlier than one (1) year, and ends within twenty (20) years, from the issue date; provided, however, that to the extent that any one of the following conditions has occurred and remains outstanding, the redemption period shall be extended until such conditions have been resolved:

a. KDB fails to distribute the preferential dividends; or

b. KDB fails to redeem the shares during the redemption period.

3. If only a part of KDB’s redeemable shares are redeemed, they shall be redeemed in proportion to the shareholders’ existing holdings of the redeemable shares to the extent permitted by law. The fractional shares resulting from the proportional redemption shall not be redeemed;

4. KDB shall provide a notice or public notice regarding its purchase of shares to be redeemable to the shareholders or the rights holders in KDB’s Register of Shareholders not less than two (2) weeks prior to the purchase date.

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The Articles of Incorporation of Korea Development Bank

(3) KDB may issue a different class of shares that are redeemable at the request of the shareholders pursuant to the resolution of the General Meeting of Shareholders as provided by the following (hereinafter referred to as “shareholder’s redeemable shares”):

1. The redemption price shall be determined by the resolution of the General Meeting of Shareholders at the time of issuance of shareholder’s redeemable shares from among the par value, the market price at the time of redemption, the issue price, and the price calculated based on an interest rate set in consideration of the market price, market interest rate, dividend rate, market conditions, and other circumstances related to such issuance;

2. The redemption period shall be determined by the resolution of the General Meeting of Shareholders at time of issuance and shall be a period that commences not earlier than one (1) year, and ends within twenty (20) years, from the issue date; provided, however, that to the extent that any one of the following conditions has occurred and remains outstanding, the redemption period shall be extended until such conditions have been resolved:

a. KDB fails to distribute the preferential dividends; or

b. KDB fails to redeem the shares during the redemption period.

3. If only a part of shareholder’s redeemable shares are redeemed, they shall be redeemed in proportion to the shareholder’s existing holdings of the redeemable shares to the extent permitted by law. The fractional shares resulting from the proportional redemption shall not be redeemed;

4. The shareholder who requests for redemption shall give a notice to KDB specifying such request and the shares to be redeemable within a period of not less than two (2) weeks.

(4) KDB may issue the redeemable shares hereof as convertible shares prescribed in Article 9.

(5) Paragraphs (2) through (5) of Article 8 shall apply, mutatis mutandis, with respect to the redeemable shares prescribed in this Article.

Article 11. (Preemptive Rights)

(1) The shareholders of KDB shall have preemptive rights to subscribe for new shares to be issued by KDB in proportion to their respective shareholdings.

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(2) Notwithstanding the provision of Paragraph (1) above, unless otherwise prescribed by statutes, KDB may allocate new shares to persons other than existing shareholders of KDB, upon a resolution of the General Meeting of Shareholders, in any of the following instances:

1. Where new shares are issued for capital increase through general public offering in accordance with the relevant statutes such as the Capital Market and Financial Investment Business Act within the extent not exceeding 20/100 of the total number of issued and outstanding shares of KDB;

2. Where new shares are preferentially allocated to the members of the Employee Share Ownership Association in accordance with the relevant statutes such as the Capital Market and Financial Investment Business Act;

3. Where new shares are issued as a result of the issuance of depositary shares in accordance with the relevant statutes such as the Capital Market and Financial Investment Business Act within the extent not exceeding 20/100 of the total number of issued and outstanding shares of KDB;

4. Where new shares are issued to foreign and/or domestic financial institutions, foreign investors, institutional investors, affiliated companies, etc., as is deemed necessary for management, such as introduction of advanced financial technology, improvement of financial structure of KDB or its subsidiaries, etc., financing of KDB or its subsidiaries, etc., and strategic business coalition, within the extent not exceeding 20/100 of the total number of issued and outstanding shares of KDB;

5. Where new shares are allocated to the Government.

(3) Where KDB issues new shares under any Subparagraphs of Paragraph (2), the type and total number of shares to be issued and the issue price, etc. shall be determined by a resolution of the General Meeting of Shareholders.

(4) In the case a shareholder waives or loses the preemptive right to subscribe for new shares, those shares not subscribed due to such waiver or loss of the preemptive right shall be disposed of in a manner determined by a resolution of the General Meeting of Shareholders.

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The Articles of Incorporation of Korea Development Bank

Article 12. (Record Date of Dividends for New Shares)

In case KDB issues new shares through a capital increase by an offering of shares, bonus issue, and/or by offering share dividends, the new shares shall be deemed to have been issued at the end of the fiscal year immediately prior to the fiscal year during which the new shares are issued for the purpose of distribution of dividends for such new shares.

Article 13. (Amortization of Shares)

(1) KDB may, to the extent of dividends to be distributed to its shareholders, amortize shares upon a resolution of the General Meeting of Shareholders.

(2) Amortization of the shares under the Paragraph (1) shall be effectuated by means of acquisition of the shares by KDB.

Article 14. (Report by Holders of Rights)

(1) Shareholders, registered pledgees or their legal representatives shall file their names, addresses, and seals or signatures with KDB, and in case of making any amendment, the same procedure shall require, provided, however, that the legal representative shall report any documents that prove his/her qualification.

(2) Where anyone under Paragraph (1) resides in a foreign country, he/she shall decide and report the address in Korea to which notices are to be sent and his/her notarized agents.

(3) KDB shall not be liable to any damages arising out of delay in reporting under Paragraphs (1) and (2) above.

Article 15. (Change of Shareholders Names, Etc.)

(1) When any person applies for a transfer of KDB shareholders names, he/she shall present to KDB an application form executed in such a manner as KDB directs and the following documents shall be attached with the application, and KDB may delegate a transfer agent to carry out entry of shareholder changes and any related administrative tasks.

1. If shares were acquired by assignment, share certificate(s).

2. If shares were acquired by an inheritance, a bequest, an execution of judgment, a merger of companies or any reasons other than assignment, share certificate(s) and any documents proving causes of such acquisition.

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(2) When any person applies for the registration of establish/transfer of a right of pledge of KDB shares and recordation of a trust created on the shares, he/she shall present to KDB an application form executed in such a manner as KDB directs with share certificates. When request for such registration of transfer or cancellation of recordation is made, the same will apply.

(3) When KDB receives the request of Paragraphs (1) and (2), such request shall be entered in the shareholders’ list and then after certifying on the back of share certificates it shall be returned to the requester.

(4) When any person applies for re-issuance of share certificates, he/she shall present to KDB an application form executed in such manner as KDB directs with the following documents:

1. When the share certificate is lost, an original or certified transcript of judgment of nullification;

2. When the share certificate is defaced, such share certificate; provided, however, that Subparagraph 1 shall apply, mutatis mutandis, when such contamination is so obvious that the genuineness of the share certificates is difficult to discern .

(5) KDB may charge the applicant a certain amount of fee for any change of the shareholders’ names appeared on the Register of Shareholders, registration and cancellation of establish/transfer of a right of pledge, or recordation of a trust created on the shares and re-issuance of share certificates are/is made.

Article 16. (Close of Shareholders’ Register and Record Date)

(1) KDB shall suspend entries of alteration of the Register of Shareholders from the 1st of January to 31st of January of each year.

(2) The shareholders, registered in the Register of Shareholders of December 31 of each fiscal year, shall be entitled to exercise the rights as shareholders at the Ordinary General Meeting of Shareholders for such fiscal year.

(3) KDB may, if necessary for convening of a Special General Meeting of Shareholders or any other necessary cases, suspend any entry into the Register of Shareholders with respect to shareholders’ rights for a period not exceeding three (3) months as determined by a resolution of the Board of Directors, or cause the shareholders whose names appear in the Register of Shareholders on a record date set by a resolution of the Board of Directors to exercise their rights as shareholders. If the Board of Directors deems it necessary, KDB may suspend any entry into the Register of Shareholders and set the record date at the same time. KDB shall give at least two (2) weeks prior notice to the public.

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The Articles of Incorporation of Korea Development Bank

Chapter III. General Meetings of Shareholders

Article 17. (Types of General Meetings)

(1) The General Meeting of Shareholders shall be of either the Ordinary General Meeting of Shareholders or the Special General Meeting of Shareholders.

(2) The Ordinary General Meeting of Shareholders shall be held within three (3) months after the end of each fiscal year, and the Special General Meeting of Shareholders may be convened at any time deemed necessary.

Article 18. (Convening of General Meetings)

(1) Unless otherwise prescribed by statutes, the President shall convene the General Meeting of Shareholders in accordance with a resolution by the Board of Directors. If the President is unable to perform his/her duties due to unavoidable reasons, Paragraphs (2) and (4) of Article 26 shall apply mutatis mutandis.

(2) When the General Meeting of Shareholders is convened, a written or electronic notice which states date, time, place of the meeting, the purposes of the meeting shall be sent to all shareholders at least two (2) weeks prior to the date set for the meeting. However, the period stated herein may be shortened in the event that all shareholders unanimously agree hereto.

(3) The General Meeting of Shareholders shall be convened in the city where the head office is located or any other places adjacent thereto as required.

Article 19. (Chairman)

The President shall be the Chairman of the General Meeting of shareholders, and if the President is unable to perform his/her duties due to unavoidable reasons, Paragraphs (2) and (4) of Article 26 shall apply mutatis mutandis.

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Article 20. (Voting Rights)

Each shareholder shall have one (1) vote for each share he/she owns.

Article 21. (Exercise of Voting Rights by Proxies)

(1) Any shareholder may exercise his/her voting rights by proxy.

(2) With respect to the proxy referred to this Paragraph (1) hereof, the written documents (i.e. power of attorney) evidencing his/her authority to act as proxy shall be submitted to KDB before the opening of the General Meeting of Shareholders.

Article 22. (Exercise of Voting Rights in Writing)

(1) Where the Board of Directors’ resolution for the purposes of convening the General Meeting of Shareholders determines to have voting in writing, shareholders may exercise their voting rights in writing in lieu of attending the meeting of shareholders.

(2) With the notice of convention of the General Meeting of Shareholders of Paragraph (1), KDB shall enclose the form(s) and reference information necessary for shareholders to exercise their voting rights.

(3) A shareholder who wishes to exercise his/her voting rights by writing shall fill in the form(s) referred to in Paragraph (2) above, and shall submit the said form(s) to KDB no later than the day immediately preceding the date set for that meeting.

Article 23. (Methods of Resolution of General Meetings of Shareholders)

Except as otherwise required by the applicable statutes, all resolutions of the General Meeting of Shareholders shall be adopted by the affirmative votes amounting to a majority of voting rights of shareholders present and not less than one fourth (1/4) of the total number of issued and outstanding shares.

Article 24. (Minutes of General Meetings of Shareholders)

The substance of the course of the proceedings of the General Meeting of Shareholders and the results thereof shall be recorded in the minutes, and the names and seals/signatures of the Chairman and the Directors present shall be affixed or signed.

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The Articles of Incorporation of Korea Development Bank

Chapter IV. Executives and Employees

Article 25. (Executives)

(1) KDB shall have one (1) President (also known as Chairman & CEO; hereinafter the same shall apply), one (1) Managing Director (also known as Vice Chairman & COO; hereinafter the same shall apply), not more than eight (8) Directors and one (1) Auditor as executives.

(2) KDB shall have not less than three (3) Outside Directors which constitute more than half of the total number of the Board of Directors.

Article 26. (Duties of Executives)

(1) The President shall represent KDB and be in charge of the general affairs thereof.

(2)The Managing Director shall assist the President and perform the duties of the President if the President is unable to perform his/her duties due to unavoidable reasons.

(3) The Standing Directors shall assist the President and the Managing Director, and their scope of duties shall be determined by the Board of Directors.

(4) In case both the President and the Managing Director are unable to perform their duties due to unavoidable reasons, the Standing Directors shall perform their powers and duties, in accordance by the priority determined by the President in advance.

(5) The Auditor shall audit and examine the operations and accounting of KDB, and shall submit his/her opinions thereon to the Board of Directors and shall approve the appointment of an external auditor.

Article 27. (Appointment and Dismissal of President, Etc.)

(1) The President shall be appointed and dismissed by the President of the Republic of Korea upon the recommendation of the Chairman of the Financial Services Commission.

(2) The Managing Director and the Standing Directors shall be appointed and dismissed by the Financial Services Commission upon the recommendation of the President, and several Vice Presidents may be appointed and dismissed from among the Standing Directors.

(3) The Outside Directors shall be appointed and dismissed by the Financial Services Commission upon the recommendation of the President among those who have specialized knowledge or sufficient experience in the area of finance, economy, business management, law, accounting or other related area. The Board of Directors determines the detailed regulations such as the qualifications and operation of the Outside Directors.

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(4) The Auditor shall be appointed and dismissed by the Financial Services Commission.

(5) KDB may have Executive Vice President(s), who is not a Director, to assist the operations of the President and the Managing Director, appointed and dismissed by the President with the consent of the Board of Directors.

(6) The Board of Directors determines the detailed regulations such as the number, operational tasks, etc. of the Executive Vice President(s) under Paragraph (5).

Article 28. (Terms of Office of Executives)

(1) The term of office of the executives shall be three (3) years each; provided, that each of them may be eligible for reappointment.

(2) Notwithstanding Paragraph (1), the initial term of office of the Outside Directors shall be two (2) years, while any additional term thereafter shall not exceed one (1) year for each reappointment; provided, however, that any Outside Director shall not serve as such for more than five (5) years consecutively, and an Outside Director shall be deemed to have served as such consecutively, where he/she becomes reappointed within two (2) years from the expiration date of his/her previous term. In such cases, the total consecutive term of office of the Outside Director shall include the service period as such (but limited to the service period of the person who was appointed as Outside Director of KDB within two (2) years from the expiration) in the Subsidiaries (referring to the “Subsidiaries”, as defined under Paragraph (2) of Article 37 of the Banking Act) which are Affiliates of KDB, KDB’s Financial Holding Company as the parent company of KDB, or Subsidiaries, etc. (referring to the “Subsidiaries, etc.”, as defined under Subparagraph 2 of Paragraph (1) of Article 4 of the Financial Holding Companies Act.) of the Financial Holding Company.

(3) In case of a vacancy occurring in the offices of the executives, KDB shall appoint a new executive to fill the vacancy; provided, however, that KDB may not appoint a new executive when it does not lack any number prescribed in the relevant statutes and the Articles of Incorporation, and the business operations of KDB is not hindered.

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The Articles of Incorporation of Korea Development Bank

(4) The term of office of the executives appointed under Paragraph (3) shall be calculated from the date of their appointment.

Article 29. (Appointment and Dismissal of Employees)

The employees of KDB shall be appointed and dismissed by the President.

Article 30. (Duties of Directors, Etc.)

(1) The Directors shall perform their duties faithfully for the benefit of KDB in accordance with statutes and the Articles of Incorporation of KDB.

(2) The Directors shall not disclose the business secret of KDB obtained in the course of performing his/her duties, not only while in the office but also after the retirement.

(3) Where the Directors discover or become aware of facts which may cause material damages to KDB, he/she shall immediately report it to the Auditor.

(4) The Directors shall be held civilly and criminally liable where the Directors have caused damages to KDB or a third party in violation of his duties as the Director.

Article 31. (Remuneration for Executives, Etc.)

The remuneration scale for executives shall be determined by the General Meeting of Shareholders, the payment of retirement allowances shall be in accordance with the Rule of Retirement Allowance of Executives, which shall be resolved by the General Meeting of Shareholders.

Article 32. (Legal Fiction as Public Officials in Application of Penal Provisions)

The executives of KDB and the members of the Fund Management Committee prescribed in Article 50 shall be regarded as public officials in applying the penal provisions under the Criminal Code or other relevant laws.

Article 33. (Appointment of Proxies)

The President may appoint a proxy or proxies from among the employees of KDB who shall be delegated with full power to act on behalf of him/her in connection with the operations of KDB in all judicial and extrajudicial matters.

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Chapter V. Board of Directors

Article 34. (Composition and Power of Board of Directors)

(1) The Board of Directors shall consist of the President, Managing Director and Directors.

(2) The Board of Directors shall resolve important matters relating to the operations of KDB; provided, however, that among the Board of Directors’ powers prescribed in the Commercial Act, power to establish, relocate, or close branches shall be delegated to the President.

(3) The Board of Directors shall establish Business Management Council to decide on the matters delegated from, and any matters concerning the organization and the operation of the Council shall be determined by the Board of Directors.

Article 35. (Convening of Board of Directors Meetings)

(1) The President shall convene the Meetings of the Board of Directors and act as the Chairman.

(2) The Meetings of the Board of Directors shall be of either Ordinary Meetings or Special Meetings or the Ordinary Meeting of the Board of Directors shall be convened not less than once per fiscal quarter. The President shall report results of business performance to the Board of Directors.

(3) The Meeting of the Board of Directors shall be convened by giving notice to each Director at least five (5) days prior to the date set for such Meeting; provided, however, that the said notice period may be shortened in urgent cases and the said procedures may be omitted with the consent thereon of all the Directors and the Auditor.

(4) Other matters regarding the convening or operations of the Meetings of the Board of Directors, etc. shall be determined as the Board of Directors’ regulations in accordance with the resolution of the Board of Directors.

Article 36. (Methods of Resolution of Board of Directors)

(1) The quorum for the Board of Directors shall be the presence of at least more than one half (1/2) of the Directors, and all resolutions of the Board of Directors shall be adopted by the majority of the Directors in attendance; provided, that the quorum may be increased in accordance with a resolution of the Board of Directors.

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The Articles of Incorporation of Korea Development Bank

(2) The Board of Directors may allow all or any of Directors to participate in the Meeting of the Board of Directors to resolve matters at issue by telecommunication means through which they may transmit and receive voices at the same time without attending a meeting of the Board of Directors in person. In such case, the concerned Director(s) shall be deemed to have attended the meeting of the Board of Directors in person.

(3) Any Director who has an interest in the matters to be resolved at the meeting of the Board of Directors shall not be entitled to vote on such matter.

Article 37. (Auditor)

(1) The Auditor may attend the Board of Directors and express his opinions thereon.

(2) When the Auditor deems that any Director acts or is likely to act in violation of statutes or the Articles of Incorporation of KDB, the Auditor shall report it to the Board of Directors.

Article 38. (Minutes)

Regarding the conference of the Board of Directors, the agenda, proceedings, resolutions, dissenting director (if any) and his/her reasons for dissenting shall be recorded in the minutes and the names and seals/signatures of the Directors and the Auditor present shall be affixed or signed.

Article 39. (Committees)

(1) KDB may establish the following Committees within the Board of Directors:

1. Board of Directors Operating Committee;

2. Risk Management Committee; and

3. Other committees separately established by the Board of Directors.

(2) Detailed matters regarding the composition, power, operation, etc. of each committee shall be determined by the resolution of the Board of Directors.

(3) Paragraph (3) of Article 35, Articles 36 and 38 shall apply mutatis mutandis to the committees.

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Chapter VI. Operations and Execution Thereof

Article 40. (Operations)

(1) In order to accomplish the purpose stated in Article 2, KDB shall provide funds to each of the following areas:

1. Development and promotion of industries;

2. Promotion of small and medium enterprises;

3. Expansion of social infrastructure and development of regions;

4. Development of energy and natural resources;

5. Overseas expansion of enterprises and industries;

6. Restructuring of enterprises;

7. Areas where the Government considers the delegation of its operations to be required; and

8. Other areas where it is necessary to provide funds for the development of the financial industry and national economy including development of new growth engine industries, promotion of sustainable growth, etc.

(2) In order to provide funds as prescribed in Paragraph (1), KDB engages in the following operations:

1. Providing loans or discount notes;

2. Subscribing to, underwriting of, and/or investing in securities as prescribed by Article 4 of the Capital Market and Financial Investment Business Act (hereinafter collectively referred to as “securities”); provided, however, that underwriting of shares cannot exceed twice the sum of the paid-in capital of KDB and the reserve under Paragraph (1) of Article 71;

3. Providing guarantee to or assuming debt;

4. Acquiring the necessary funds for the operations provided for in Subparagraphs 1 through 3 by the following methods:

a. Receiving deposits and installment deposits;

b. Issuing Industrial Finance Bonds, other securities and debt instruments;

c. Borrowing from the Government, the Bank of Korea, any other financial institutions, etc.; provided, however, that the repayment obligations of KDB’s debt to the Government are subordinated to other debt incurred by KDB in conducting its operations; and

d. Borrowing foreign capital;

5. Conducting domestic and foreign exchange business;

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The Articles of Incorporation of Korea Development Bank

6. Providing services including review and plan, research, analysis, assessment, guidance, consultation and so forth regarding economical and technical feasibility of the specific projects to be performed that are entrusted by the Government, public organizations, financial institutions or other enterprises;

7. Supervising and managing the Financial Stabilization Fund and providing funds therefrom pursuant to Article 23-2 of the Act on the Structural Improvement of the Financial Industry;

8. Carrying out other activities incidental to the activities stated in Subparagraphs 1 through 7 subject to an approval of the Financial Services Commission; and

9. Carrying out activities, other than those stated in Subparagraphs 1 through 8, necessary to accomplish the purpose under Article 2 subject to an approval of the Financial Services Commission.

(3) KDB shall establish an internal system to efficiently manage and assess the support to small and medium enterprises in connection with the operations in the area stated in Subparagraph (2) of Paragraph (1).

Article 41. (Guaranty of Foreign Currency Debt)

The Government may guarantee the repayment of the principal and interest of the foreign currency debt of KDB.

Article 42. (Long-Term Finance based on Governmental Funds)

KDB shall extend and administer long-term loans of not less than one (1) year’s maturity using Governmental special funds.

Article 43. (Business Plan)

(1) KDB shall prepare a business plan every fiscal year and submit it to the Financial Services Commission for approval after the resolution of the Board Directors no later than one (1) month prior to the beginning of the relevant fiscal year, and subsequently report it to the competent standing committee of the National Assembly without delay.

(2) The business plan prescribed in Paragraph (1) shall be divided into funds allocation and funds procurement plans.

(3) The provisions of Paragraphs (1) and (2) shall be applied mutatis mutandis with respect to any amendment to the annual business plan by KDB.

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Article 44. (Operating Manuals)

KDB shall prepare Operating Manuals, which shall prescribe the methods of loans, investments, guarantees, and other business affairs under Article 40 and obtain approval from the Financial Services Commission after the resolution of the Board Directors. Any amendment to the Operating Manuals shall be subject to the same.

Article 45. (Use of Unemployed Funds)

KDB may use funds remaining unemployed in its business operations in the following manners to the extent that it does not hinder the business operations of KDB prescribed in Article 40:

1. Call loan;

2. Placing funds on deposit in the Bank of Korea;

3. Placing funds on deposit in financial institutions and purchasing financial products;

4. Lending to financial institutions;

5. Holding of securities; and

6. Other methods of usage determined necessary by the resolution of the Board of Directors.

Chapter VII. Financial Stabilization Fund

Article 46. (Establishment, Management, Accounting, Etc. of Financial Stabilization Fund)

(1) KDB shall establish the Financial Stabilization Fund (hereinafter referred to as the “Fund”) in accordance with Article 23-2 of the Act on the Structural Improvement of the Financial Industry (hereinafter referred to as the “Financial Industry Act”) and use it to finance the following:

1. Funds and incidental expenditures to be provided to financial institutions pursuant to Article 23-6 of the Financial Industry Act;

2. Repayment of loans and their interest;

3. Repayment of principal and interest of the bonds for the Fund; and

4. Management costs of the Fund.

(2) KDB may manage the undisbursed funds of the Fund by the following methods. In such case, Articles 76 and 84 of the State Finance Act shall apply mutatis mutandis:

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The Articles of Incorporation of Korea Development Bank

1. Purchasing government bonds or public bonds;

2. Placing on deposit in or making loans to financial institutions; or

3. Any other methods determined and announced by the Financial Services Commission.

(3) KDB shall keep books of the accounting of the Fund and that of KDB separately.

(4) Earnings prescribed in Subparagraph 7 of Paragraph (2) of Article

23-2 of the Financial Industry Act shall mean the financial resources determined by the resolution of the General Meeting of Shareholders and the Fund Management Committee from a portion of the net profit from the immediately preceding fiscal year that remains after KDB has disposed of such net profit pursuant to Subparagraph 1 of Paragraph (1) of Article 71 hereof.

(5) The Financial Industry Act and its Enforcement Decree shall apply mutatis mutandis to matters not prescribed herein in connection with the Fund.

Article 47. (Borrowing of Funds)

(1) Notwithstanding Article 79 of the Bank of Korea Act, KDB may, if necessary to perform any of the following acts, borrow funds from the Government, the Bank of Korea, financial institutions, etc. at the expense of the Fund as prescribed by Article 23-4 of the Financial Industry Act upon the prior approval of the Financial Services Commission:

1. Provision of support funds to financial institutions; or

2. Repayment of the principal and interest of the bonds for the Fund or of the borrowing of the Fund.

(2) KDB may be offered a guarantee by the Government for the repayment of the principal and interest to the Bank of Korea under Paragraph (1).

Article 48. (Issuance of Bonds for Financial Stabilization Fund, Etc.)

(1) KDB may issue bonds for the Fund (hereinafter referred to as the “Bonds”) at the expense of the Fund to raise funds necessary for providing support funds to financial institutions in accordance with Article 23-5 of the Financial Industry Ac.

(2) Whenever KDB intends to issue the Bonds, it shall determine and report to the Financial Services Commission the issue amount, conditions of issuance, and the methods of issuance and redemption.

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(3) Specific matters such as the Bonds’ details and issuance procedure shall be subject to the Financial Industry Act and its Enforcement Decree.

(4) KDB may be offered a guarantee by the Government for the repayment of the principal and interest of the Bonds issued under Paragraph (1).

Article 49. (Requirements and Procedures for Support of Funds)

(1) When a financial institution files an application for support of funds pursuant to Article 23-6 of the Financial Industry Act, KDB shall determine whether or not to provide assistance to the financial institution at the expense of the Fund following the examination set forth in Paragraph (2) hereof and the resolution of the Fund Management Committee as prescribed in Article 50.

(2) When KDB intends to provide assistance to a financial institution applying for support of funds pursuant to Paragraph (1) (hereinafter referred to as the “Applicant Institution”), it shall examine whether the Applicant Institution satisfies the following requirements. In such case, if necessary for the examination, KDB may request the Applicant Institution to submit relevant materials:

1. The Applicant Institution shall not receive support from the Government or the Korea Deposit Insurance pursuant to Article 12 of the Financial Industry Act or Article 38 of the Depositor Protection Act;

2. The improvement in the financial structure or expansion of capital is deemed necessary for the Applicant Institution due to the malfunction of financial intermediation caused by reasons such as liquidity strain of the Applicant Institution amid radical changes in the market conditions; and

3. The details of a plan for improvement of financial functions under Article 23-7 of the Financial Industry Act are appropriate for the improvement in management soundness of the Applicant Institution and financial intermediary functions.

(3) If KDB decides against providing support of funds to the Applicant Institution, it shall notify the Applicant Institution of the reasons of such refusal within the period determined and announced by the Financial Services Commission.

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The Articles of Incorporation of Korea Development Bank

(4) If KDB decides to provide support of funds to the Applicant Institution, it shall report to the Financial Services Commission about the details of such support and the result of examination within the period determined and announced by the Financial Services Commission.

Article 50. (Establishment and Function of Fund Management Committee)

(1) The Fund Management Committee (hereinafter referred to as the “Committee”) shall be established in KDB in order to deliberate on the basic policies concerning the supervision and management of the Fund, etc.

(2) The Committee shall deliberate on the following matters:

1. Basic policies concerning the supervision and management of the Fund;

2. Matters regarding support of funds prescribed in Paragraph (2) of Article 23-6 of the Financial Industry Act; and

3. Other matters as deemed necessary by the Financial Services Commission.

(3) The Chairman of the Committee (hereinafter referred to as the “Chairman”) may establish regulations as necessary to conduct the duty prescribed in Paragraph (2).

Article 51. (Composition of Committee)

(1) The Committee shall consist of not more than nine (9) members, including one (1) Chairman.

(2) The members of the Committee are as follows:

1. The President;

2. Each person nominated by the Minister of Strategy and Finance and the Chairman of the Financial Services Commission from each of their competent public officials belonging to the Senior Civil Service;

3. One (1) person nominated by the Governor of the Bank of Korea under the Bank of Korea Act from the bank’s competent executives;

4. Two (2) persons nominated by the Chairman of the Financial Services Commission from the officers of the institutions that make contribution to the Fund as prescribed in Paragraph (2) of Article 23-2 of the Financial Industry Act; and

5. Three (3) civilian members who have sufficient knowledge and experience in policy finance or other related areas, each of whom are commissioned by the Chairman of the Financial Services Commission.

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(3) The term of office of the civilian members shall be two (2) years each; provided, however, that they may be reappointed once.

(4) Any vacancy in the civilian members shall be filled by commissioning a new member, and the term of office of such new members shall be calculated from the date of his/her commission.

Article 52. (Operation of Committee)

(1) The President shall be the Chairman of the Committee.

(2) The Chairman shall represent the Committee and shall be in charge of the overall business operations of the Committee.

(3) If the Chairman is unable to perform his/her duties due to unavoidable reasons, a member designated by the Committee in advance shall perform the duties on his/her behalf.

(4) The Chairman shall convene the meeting of the Committee. When a meeting is convened, a written notice specifying the date, time, place, and the purposes of such meeting shall be sent to all members at least seven (7) days prior to the date set for the meeting, by facsimile, telegram, registered mail or electronic method (including e-mail); provided, however, that the period stated herein may be shortened in the event of urgency, and may be omitted in the event that all members unanimously agree hereto.

(5) The Chairman shall, upon receiving a demand of a majority of incumbent members, call a meeting without delay.

(6) A meeting of the Committee shall be duly constituted to proceed with the attendance of a majority of incumbent members and adopt resolutions by the affirmative vote of a majority of members present at the meeting.

(7) The members prescribed in Subparagraphs 1 through 4 of Paragraph (2) of Article 51 may designate their competent officials, or executives or employee as their representatives and have such representatives perform their duties on their behalf.

(8) Any member who has an interest in the matters to be deliberated on or resolved by the meeting of the Committee shall not be entitled to participate in the deliberation or resolution.

(9) Other matters necessary for the operation of the Committee than those prescribed in Paragraphs (1) through (8) shall be determined by the Chairman after the resolution of the Committee.

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The Articles of Incorporation of Korea Development Bank

Chapter VIII. Industrial Finance Bonds

Article 53. (Issuance of Industrial Finance Bonds)

(1) KDB may issue Industrial Finance Bonds to raise funds necessary to carry out operations as provided for in Article 40 which are necessary to accomplish the purpose as stated in Article 2.

(2) The aggregate amount of the outstanding balance of Industrial Finance Bonds, plus the outstanding balance of the bonds guaranteed by KDB, and of the debt guaranteed or assumed by KDB, shall not exceed thirty (30) times the amount of the paid-in capital of KDB and the reserve prescribed in Paragraph (1) of Article 71; provided, however, that the following shall not be taken into account in calculating the aforementioned limit:

1. The outstanding balance of Industrial Finance Bonds subscribed to by the Government;

2. The outstanding balance of Industrial Finance Bonds on which the Government has guaranteed the payment of principal and interest;

3. The outstanding balance of the debt guaranteed and/or assumed by KDB on which other financial institutions (including the Export-Import Bank of Korea and the Industrial Bank of Korea), the Korea Credit Guarantee Fund, the Korea Technology Finance Corporation, insurance companies and similar organizations have guaranteed and/or insured the payment;

4. The outstanding balance of the debt guaranteed and/or assumed by KDB which the Government has guaranteed the payment of; and

5. The outstanding balance of the debt guaranteed and/or assumed by KDB for the Government or local governments.

(3) KDB may issue Industrial Finance Bonds temporarily in excess of the limit under Paragraph (2) if necessary for refinance or discharge of the guarantee or assumed debts under Subparagraph 3 of Paragraph (2) of Article 40.

(4) When KDB issues Industrial Finance Bonds in accordance with Paragraph (3), KDB shall, within one (1) month thereafter, repay the outstanding Industrial Finance Bonds and/or discharge the obligations in an amount equal to the aggregate par value of the Industrial Finance Bonds issued thereby.

(5) The Board of Directors may delegate the power to the President to designate the amount and type of Industrial Finance Bonds and issue Industrial Finance Bonds within one (1) year.

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Article 54. (Issuance of Depreciable Contingent Convertible Bonds)

(1) If KDB is designated as an insolvent financial institution under the Depositor Protection Act, it may issue bonds with conditions attached thereto that the obligations to redeem the bonds and to pay the interest are exempted (hereinafter referred to as “debt restructuring”) by the resolution of the Board of Directors.

(2) The aggregate amount of depreciable contingent convertible bonds to be issued by KDB shall not exceed KRW 10 trillion and the outstanding balance of Industrial Finance Bond under Paragraph (2) of Article 53 shall include the outstanding balance of depreciable contingent convertible bonds.

(3) KDB shall be exempted from the obligation to redeem and pay interest on contingent convertible bonds upon occurrence of the event prescribed in Paragraph (1),; provided, however, that the Board of Directors may otherwise determine the conditions subject to change due to debt restructuring at the time of issuing depreciable contingent convertible bonds.

Article 55. (Method of Issuance of Bonds)

(1) Industrial Finance Bonds shall be issued by public offering or private placement with qualified investors.

(2) The issuance of Industrial Finance Bonds by public offering shall adopt the method of floatation (including the method of competitive bidding) or public sale.

Article 56. (Public Notice of Issuance by Public Sale)

In case that Industrial Finance Bonds are issued by public sale, the sale period and the particulars mentioned in Subparagraphs 1 through 7 of Paragraph (2) of Article 13 of the Enforcement Decree of the Korea Development Bank Act shall be publicly noticed.

Article 57. (Method of Issuance of Bonds)

Industrial Finance Bonds may be issued on a discount or a premium basis.

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The Articles of Incorporation of Korea Development Bank

Article 58. (Change of Bond Holders)

(1) When any person applies for a transfer of the name of the holder of Industrial Finance Bond in non-bearer form, he/she shall present to KDB an application form executed in such a manner as KDB directs, affixed by the parties concerned of their names and seals/signatures, together with the bond certificate affixed by the parties concerned of their names and seals/signatures on the back.

(2) When any person entitled to Industrial Finance Bonds in non-bearer form as a result of inheritance, bequeathal or auction applies for the registration thereof, he/she shall present to KDB an application form executed in such a manner as KDB directs, affixed by him/her of his/her name and seal/signature, together with the bond certificates affixed by him/her of his/her name and seal/signature on the back, and with a written evidence of title thereto.

(3) KDB shall, upon receiving the application under Paragraphs (1) and (2), enter the fact of such application in the Register of Industrial Finance Bonds, and shall return to the applicant the bond certificates affixed by the President of his/her name and seal/signature on the back.

Article 59. (Registration of Pledge)

(1) Any person who applies for the registration of a pledge on Industrial Finance Bonds in non-bearer form shall present to KDB an application form executed in such a manner as KDB directs, affixed by the both parties concerned of their names and seals/signatures, with the bond certificates attached thereto.

(2) KDB shall, upon receiving the application under Paragraph (1), enter the name and address of the pledgee in the Register of Industrial Finance Bonds, and enter the name of the pledgee in the bond certificates which shall be affixed by the President of his/her name and seal/signature, and shall return them to the applicant.

(3) The provisions of Paragraphs (1) and (2) shall apply mutatis mutandis to the registration of the transfer and termination of a pledge.

Article 60. (Registration of Trust)

(1) Any person who applies for the registration of a trust created on Industrial Finance Bonds shall present to KDB an application form executed in such a manner as KDB directs, affixed by the trustee of his/her name and seal/signature, with bond certificates attached thereto.

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(2) KDB shall, upon receiving the application under Paragraph (1), enter the fact of the trust in the Register of Industrial Finance Bonds and enter a description of the trust and the date in the bond certificates to which the President shall affix his/her name and seal/signature, and return them to the applicant.

(3) The provisions of Paragraphs (1) and (2) shall apply mutatis mutandis to the cancellation of such description.

Article 61. (Defaced Bond Certificates)

(1) Any person who has defaced or destroyed Industrial Finance Bond certificates may, upon presentation of the certificates to KDB with a written statement of the defacement or destruction, and of the class and serial number of the bonds, request KDB to deliver substitute bond certificates.

(2) KDB shall, upon receiving the application under Paragraph (1), examine the certificates with respect to their authenticity, and, if found to be authentic, KDB shall issue and deliver new bond certificates to the applicant.

Article 62. (Loss of Bond Certificates in Non-Bearer Form)

(1) Any person who has lost Industrial Finance Bond certificates in non-bearer form may, upon presentation of an application form in which the fact of loss and the class and serial number of the bonds are specified, request KDB to issue and deliver new bond certificates.

(2) KDB shall, upon receiving the application under Paragraph (1), serve public notice of such application, at the applicant’s cost, and if no objection is raised thereto and, in addition, the certificates are not discovered within one (1) month thereafter, KDB shall, upon receiving guaranty in writing signed by not less than two (2) guarantors, issue and deliver new bond certificates to the applicant.

Article 63. (Loss of Bond Certificates in Bearer Form)

When Industrial Finance Bond certificates in bearer form have been lost, KDB shall not issue new bond certificates unless and until a court of competent jurisdiction has issued a judgment of nullification and a certified transcript of such judgment has been presented to KDB.

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The Articles of Incorporation of Korea Development Bank

Article 64. (Conversion of Bonds)

(1) Any person, who wants to convert Industrial Finance Bonds in bearer form into those in non-bearer form, shall present an application form executed in such a manner as KDB directs, affixed of his/her name and seal/signature thereon, together with bond certificates.

(2) KDB shall, upon receiving the application under Paragraph (1), enter the name and address of the applicant in the Register of Industrial Finance Bonds and shall enter the name of the applicant in the bond certificates on which the President shall affix his/her name and seal/signature, and return them to the applicant.

(3) The provisions of Paragraphs (1) and (2) shall apply mutatis mutandis to the conversion of the bonds in non-bearer form into the bonds in bearer form.

Article 65. (Fees)

KDB shall charge the applicant a certain amount of fee for any change of name of the bond holder in non-bearer form, any entry in the Register of the bonds of the creation, transfer or termination of a pledge on the bonds, any registration of the creation or termination of a trust on the bonds, any conversion of the bonds in non-bearer form into the bonds in bearer form, or vice versa; and any issue of substitute bond certificates in place of lost, defaced or destroyed certificates.

Article 66. (Exceptions to Bonds Issued in Foreign Countries)

KDB may not apply Article 63 to Industrial Finance Bonds which are issued in foreign countries.

Chapter IX. Accounting

Article 67. (Fiscal Year)

The fiscal year of KDB shall correspond to that of the Government.

Article 68. (Accounting Principles)

The accounting standards under Subparagraph 1 of Paragraph (1) of Article 13 of the Act on External Audit of Stock Companies and the bank-related accounting standards established by the Financial Services Commission shall be applied to the accounting of KDB.

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Article 69. (Budget)

(1) KDB shall prepare the budget for income and expenses every fiscal year, and submit to the Financial Services Commission for approval prior to the beginning of a fiscal year. The foregoing procedure shall also apply to any proposed amendment thereto.

(2) If the budget has not been established before the beginning of the next fiscal year due to a natural disaster or other inevitable circumstances, KDB may disburse funds in conformity with the budget of the previous year until the budget bill is approved by the Financial Services Commission. In this case the disbursed funds shall be deemed to have been disbursed according to the budget of the fiscal year concerned.

(3) If the budget under Paragraph (1) is amended during a fiscal year, KDB may prepare a supplementary budget after obtaining an approval from the Financial Services Commission.

(4) KDB may appropriate a reserve fund in order to make up for any shortage in expenditure budget caused by unpredictable reasons.

Article 70. (Settlement of Accounts)

(1) KDB shall prepare and submit the settlement of accounts within three (3) months after the end of each fiscal year to the Financial Services Commission.

(2) The settlement of accounts prescribed in Paragraph (1) shall be attached with the following documents:

1. Financial statements and appending documents; and

2. Other documents necessary for clarifying the settlement details as determined by the Financial Services Commission.

(3) Upon obtaining the approval of the General Meeting of Shareholders on the financial statements, the President shall make public notice of the documents prescribed in Paragraph (2) and consolidated financial statements in accordance with the form as determined by the Financial Services Commission with an audit opinion from an external auditor via the Internet home page etc. and keep them at the head office and branch offices; provided, however, that with respect to any documents that cannot be publicly noticed within three (3) months due to unavoidable reasons, its public notice may be delayed upon approval by the Financial Services Commission.

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The Articles of Incorporation of Korea Development Bank

Article 71. (Disposal of Profit)

(1) The annual net profit of KDB, after adequate allowances are made for depreciation in assets, shall be distributed in the following order:

1. Not less than forty percent (40%) of the net profit shall be credited to the reserve, until the reserve reaches the total amount of the authorized capital; and

2. The net profit remaining after fulfilling Subparagraph 1 shall be distributed by the resolutions of the Board of Directors and the General Meeting of Shareholders.

(2) The reserve prescribed in Paragraph (1) may, after offsetting the losses of KDB under Article 73, be capitalized.

(3) When the net profit remaining after the distribution pursuant to Subparagraph 2 of Paragraph (1) is decided to be distributed as dividend, it may be paid in cash or in kind. When KDB intends to distribute in the form of dividend in kind, matters concerning the dividend in kind shall be prescribed in by the Enforcement Decree of the Korea Development Bank Act.

Article 72. (Distribution of Dividends)

Dividends of KDB shall be paid to the shareholders or pledgees registered in KDB’s Register of Shareholders as of the last day of each fiscal year.

Article 73. (Offset of Losses)

(1) The annual net losses of KDB shall be offset each year by the reserve, and if the reserve is not sufficient to offset such losses fully, KDB shall request the Government to offset the deficit.

(2) The Government’s offsetting of the losses in accordance with Paragraph (1) may be implemented by granting general properties as provided for in Paragraph (3) of Article 6 of the National Property Act notwithstanding Article 55 of the same Act.

(3) The transfer of the miscellaneous properties in accordance with Paragraph (2) shall be made subject to the deliberation of the State Council, the approval of President and the consent of the National Assembly in advance; provided, however, that in case it is deemed urgently necessary for the sound operation of KDB and the stabilization of financial order, the consent from the National Assembly may be obtained ex post facto.

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Chapter X. Miscellaneous

Article 74. (Restriction on Ownership of Properties)

KDB may not own any personal or real property with the exception of such property as KDB has acquired in the regular course of business or in the course of credit collection and of such other property as is necessary for the conduct of operations.

Addenda

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on April 20, 1984.

Article 2. (Transitional Measures Concerning Calculation of Terms of Office of Executives)

In case that any executive of the KDB who is in office as at the Enforcement Date of these Articles of Incorporation be appointed as one of the executives in accordance with Paragraph (3) of Article 4 of Addenda of the Government-Invested Enterprise Management Act, his term of office shall be calculated within the period during which he has held office under the provisions before such revision properly included.

Addendum

These Articles of Incorporation shall come into force on December 30, 1985.

Addendum

These Articles of Incorporation shall come into force on February 15, 1989.

Addendum

These Articles of Incorporation shall come into force on June 4. 1990.

Addendum

These Articles of Incorporation shall come into force on July 13, 1993.

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The Articles of Incorporation of Korea Development Bank

Addendum

These Articles of Incorporation shall come into force on May 3, 1995.

Addenda

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on November 29, 1997.

Article 2. (Application Concerning Budget)

The amended provisions of Article 53 shall apply to the 1998 Budget and thereafter.

Article 3. (Transitional Measures Concerning Executives)

(1) The term of office of the Chairman of the Board of Directors and Directors appointed in accordance with the Government-Invested Enterprise Management Act as at the Enforcement Date of this Act shall be deemed to have been expired simultaneously with the enforcement of these By-laws.

(2) The Governor, Deputy Governor, Executives and Auditor each appointed in accordance with the Government-Invested Enterprise Management Act shall be deemed to have been appointed in accordance with Paragraph (2) of Article 3 of Addenda of the Korea Development Bank Act. In this case, the term of office shall be calculated from the date of each appointment according to the Government-Invested Enterprise Management Act.

Addendum

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on December 26, 1998.

Addendum

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on April 1, 2002.

Addendum

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on May 18, 2006.

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Addendum

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on March 19, 2007.

Addendum

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on January 22, 2008.

Addendum

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on May 14, 2008.

Addenda

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on August 13, 2009.

Article 2. (Interim Measures Concerning Class of Share Certificates)

Notwithstanding Paragraph (2) of Article 7, when the KDB initially issues shares under Article 6 of the amended provision and undergoes company division under Paragraph (1) of Article 50 of the Korea Development Bank Act, it may issue share certificates of different denomination in accordance with the resolution of the Board of Directors.

Article 3. (Interim Measures Concerning Executives)

(1) Each of the Governor, the Deputy Governor and the Directors, and Auditor of the KDB appointed as of June 1, 2009 under the provisions of the earlier Articles of Incorporation shall be deemed as the President, the Directors and the Auditor of the KDB under this Articles of Incorporation; provided, that their term of office shall be calculated from the date of their appointment under the previous provisions.

(2) Notwithstanding Paragraph (1) of Article 29, the terms of office of the Outside Directors appointed under Paragraph (1) shall be three (3) years.

(3) The amended provision of Paragraph (2) of Article 25 concerning the number of the Outside Directors shall not apply until the expiry date of the Directors’ term under Paragraph (1).

(4) When the Outside Directors are appointed for the first time under these Articles of Incorporation the latter part of Paragraph (3) of Article 22 of the Banking Act shall not apply.

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The Articles of Incorporation of Korea Development Bank

Addenda

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on October 9, 2009.

Addenda

Article 1. (Enforcement Date)

This Articles of Incorporation shall come into force on April 26, 2010.

Article 2. (Interim Measures)

(1) The amended Article 28 and Paragraph (2) of Article 29 shall be applicable to the Outside Directors who may be newly appointed (including reappointed Outside Directors ; the same shall apply hereinafter) after the enforcement of this Articles of Incorporation.

(2) Regarding calculation of the total consecutive term of the office of Outside Directors to be appointed after the said enforcement date of this Articles of Incorporation, Paragraph (2) of Article 29 shall be applicable to the period during which the said Outside Directors have served before the said enforcement date.

Addenda

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on January 16, 2013.

Addenda

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on October 17, 2014.

Addenda

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force from and on the registration date of the merger as prescribed in Paragraph (6) of Article 4 of the Addenda of the Korea Development Bank Act (Act No.: 12663).

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Article 2. (Transitional Measures concerning Executives and Employees)

(1) The President of KDB appointed in the manner previously prescribed at the time when these Articles of Incorporation come into force shall be deemed to have been appointed as the President of KDB pursuant to these Articles of Incorporation; provided, however, that the term of office shall commence on the date of appointment as previously prescribed.

(2) The executives of KDB (except for the President) shall be deemed to have their terms in office expired at the time when these Articles of Incorporation come into force.

(3) Notwithstanding Article 28, when the executives of KDB, Korea Development Bank Financial Group and Korea Finance Corporation are newly appointed as executives of KDB at the time when these Articles of Incorporation come into force, their terms in office may be differently determined within the scope prescribed in Article 28.

(4) Employees of Korea Development Bank Financial Group and Korea Finance Corporation at the time when these Articles of Incorporation come into force shall be deemed as employees of KDB.

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EX-99.(M)(3)

Exhibit M-3

[Cleary Gottlieb Steen & Hamilton LLP Letterhead]

May 18, 2015

The Korea Development Bank

14, Eunhaeng-ro

Youngdeungpo-gu

Seoul, Korea

Ladies and Gentlemen:

We have acted as special United States counsel to The Korea Development Bank, a statutory juridical entity established in the Republic of Korea under The Korea Development Bank Act of 1953, as amended (the “Bank”) in connection with the Bank’s offering pursuant to a registration statement under Schedule B (No. 333- 203739) of US$500,000,000 aggregate principal amount of its 2.25% notes due 2020 (the “Notes”) to be issued under a fiscal agency agreement dated as of February 15, 1991 as amended by Amendment No. 1 thereto dated as of June 25, 2004 (the “Fiscal Agency Agreement”) between the Bank and The Bank of New York Mellon, as fiscal agent. Such registration statement, as amended when it became effective, is herein called the “Registration Statement;” the related prospectus dated May 7, 2015, as filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), is herein called the “Base Prospectus;” the related prospectus supplement dated May 11, 2015, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus Supplement;” and the Base Prospectus and the Prospectus Supplement, together, are herein called the “Prospectus.”

In arriving at the opinion expressed below, we have reviewed the following documents:

(a) the Registration Statement;

(b) the Prospectus;

(c) specimens of the Notes; and

(d) an executed copy of the Fiscal Agency Agreement.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such records of the Bank and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the Notes conform to the specimens thereof that we have reviewed and have been duly authenticated in accordance with the terms of the Fiscal Agency Agreement.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Notes are the valid, binding and enforceable obligations of the Bank, entitled to the benefit of the Fiscal Agency Agreement.

In connection with the foregoing opinion, (a) we have assumed that each of the Bank and the Fiscal Agent has satisfied those legal requirements that are applicable to it to the extent necessary to make the Fiscal Agency Agreement and the Notes enforceable against it (except that no such assumption is made as to the Bank regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable with respect to the Fiscal Agency Agreement and the Notes), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights. In addition, we note that (i) the enforceability of the waiver of immunities by the Bank set forth in the Notes is subject to the limitations imposed by the Foreign Sovereign Immunities Act of 1976 and (ii) the designation of the U.S. federal courts sitting in The City of New York as a venue for actions or proceedings relating to the Notes is (notwithstanding the waiver in such provisions) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. § 1404(a) or to dismiss such actions or proceedings on the grounds that such federal court is an inconvenient forum for such action or proceeding. We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist.

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The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term “expert” as used in the Securities Act, or the rules and regulations of the Commission issued thereunder. We assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours, CLEARY GOTTLIEB STEEN & HAMILTON LLP
By	/s/ Jinduk Han
	Jinduk Han, a Partner

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EX-99.(M)(4)

Exhibit M-4

[Hwang Mok Park P.C. Letterhead]

May 18, 2015

The Korea Development Bank

14, Eunhaeng-ro

Youngdeungpo-gu, Seoul

Republic of Korea

Ladies and Gentlemen:

We have acted as Korean counsel for The Korea Development Bank (the “Bank”), a statutory juridical entity duly established pursuant to The Korea Development Bank Act of 1953, as amended (the “KDB Act”) and validly existing under the laws of the Republic of Korea (“Korea”), in connection with the Bank’s offering pursuant to a registration statement (file number: 333-203739) under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”) when it became effective (the “Registration Statement”) of US$500,000,000 2.25% Notes due 2020 (the “Notes”) to be issued under the Fiscal Agency Agreement dated February 15, 1991, as amended by Amendment No. 1 thereto dated as of June 25, 2004, and made by the Bank and the fiscal agent named therein (the “Fiscal Agency Agreement”).

We have reviewed the originals or copies, certified or otherwise identified to our satisfaction of such instruments and other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Bank.

In addition, and without prejudice to the generality of the immediately preceding paragraph, in arriving at the opinion expressed below, we have reviewed the following specific documents relating to the Notes:

(a) the Registration Statement;

(b) the Prospectus dated May 7, 2015 as supplemented by the Prospectus Supplement dated May 11, 2015 relating to the Notes (collectively, the “Prospectus”);

(c) an executed copy of the Fiscal Agency Agreement;

(d) a copy of the executed Notes in global form;

(e) a copy of the portion of the board of directors’ approval for the Bank’s fiscal year 2015 budgets as of December 5, 2014 including foreign currency denominated securities;

(f) copies of the articles of incorporation, the commercial registry extracts and the corporate seal certificate of the Chairman and CEO of the Bank;

(g) a copy of relevant page of the internal regulation on the delegation of authority of the Bank;

(h) a copy of the internal approval granted by the Chairman and CEO of the Bank on May 7, 2015 authorizing the issue of the Notes;

(i) a copy of the internal approval of the Bank for the execution and delivery of the Fiscal Agency Agreement;

(j) copies of specimen signatures of the authorized signatories of the Bank; and

(k) a copy of the report submitted to and accepted by the Ministry of Strategy and Finance as of May 8, 2015 regarding the issuance of the Notes by the Bank.

As to any other matters of fact material to the opinion expressed herein, we have made no independent inquiry and have relied solely upon the certificates or oral or written statements of officers and other representatives of the Bank.

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We are admitted to practice law in Korea, and the legal opinions provided herein are confined to and given on the basis of the laws of Korea in effect as at the date hereof. We do not represent ourselves to be familiar with the laws of any jurisdiction other than Korea, and we do not pass upon, nor do we express any opinion in respect of those matters governed by or construed in accordance with the laws of any jurisdiction other than Korea.

Based upon the foregoing, and subject to further qualifications set forth below, we are of the opinion that:

(a) The Bank is a statutory juridical entity duly established under the KDB Act and validly existing under the laws of Korea, with power and authority to own its properties and conduct its business as described in the Prospectus forming a part of the Registration Statement;

(b) The Fiscal Agency Agreement has been duly authorized and executed by the Bank;

(c) The statements in the Prospectus concerning matters of Korean law (except for the financial statements and related schedules and other financial and statistical data contained therein as to which we express no opinion) are accurate and up-to-date as of the date hereof in all material respects; and

(d) The Notes have been duly authorized, executed, issued and delivered by the Bank and constitute valid, binding and enforceable obligations of the Bank.

Our opinion is subject to the following reservations and qualifications that enforcement may be limited or affected generally by (i) the bankruptcy, insolvency, liquidation, reorganization, rehabilitation or the restructuring of the Bank pursuant to the laws of Korea now in force or subsequently enacted which generally affect the enforcement of creditors’ rights and (ii) the general principles of good morals and public order as provided in the Civil Code of Korea.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Registration Statement, without thereby admitting that we are “experts” under the Securities Act or the rules and regulations of the Commission thereunder for the purpose of any part of the Registration Statement, including the exhibit as which this opinion is filed.

Yours faithfully,

/s/ Hwang Mok Park P.C.

Hwang Mok Park P.C.

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