POS EX

As filed with the Securities and Exchange Commission on September 12, 2016

Registration Statement No. 333-203739

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

POST-EFFECTIVE AMENDMENT NO. 5

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 Byoung Kug Kim	Suk-Kwon Na
Duly Authorized Representatives in the United States of The Korea Development Bank 320 Park Avenue, 32nd Floor New York, NY 10022	Duly Authorized Representative in the United States of The Republic of Korea 335 East 45th Street New York, NY 10017

Copies to:

Jinduk Han, Esq.

Cleary Gottlieb Steen & Hamilton LLP

c/o 19F, Ferrum Tower

19, Eulji-ro 5-gil, Jung-gu

Seoul 04539, Korea

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. 5 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. 5 to the registrant’s Registration Statement under Schedule B (File No. 333-203739), declared effective by the Securities and Exchange Commission on June 21, 2016, is being filed solely for the purpose of filing Exhibits H, J, M–7 and M-8 to such Registration Statement pursuant to Rule 462(d) under the Securities Act. This Post-Effective Amendment No. 5 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.**
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.**
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.
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 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, Korea, 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, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, Korea, 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.**
M-5	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, Korea, United States counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$500,000,000 2.50% Notes due 2021 and US$1,000,000,000 3.00% Notes due 2026.**
M-6	-	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 Korea Development Bank’s US$500,000,000 2.50% Notes due 2021 and US$1,000,000,000 3.00% Notes due 2026. **
M-7	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, Korea, United States counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$500,000,000 1.375% Notes due 2019 and US$500,000,000 2.00% Notes due 2026.
M-8	-	Opinion (including consent) of Lee & Ko, Hanjin Building, 63, Namdaemun-ro, Jung-gu, Seoul 04532, Korea, Korean counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$500,000,000 1.375% Notes due 2019 and US$500,000,000 2.00% Notes due 2026.
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 12th day of September, 2016.

THE KOREA DEVELOPMENT BANK
By:	DONG GEOL LEE*†
	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 12th day of September, 2016.

THE REPUBLIC OF KOREA
By:	IL HO YOO*†
	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 12th day of September, 2016.

†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 12th day of September, 2016.

†By:	/s/ BYOUNG KUG KIM
	Byoung Kug Kim
	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 12th day of September, 2016.

†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.**
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.**
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.
I	-	The Enforcement Decree of The Korea Development Bank Act. **

1

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 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, Korea, 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, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, Korea, 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.**
M-5	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, Korea, United States counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$500,000,000 2.50% Notes due 2021 and US$1,000,000,000 3.00% Notes due 2026.**
M-6	-	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 Korea Development Bank’s US$500,000,000 2.50% Notes due 2021 and US$1,000,000,000 3.00% Notes due 2026. **
M-7	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, Korea, United States counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$500,000,000 1.375% Notes due 2019 and US$500,000,000 2.00% Notes due 2026.
M-8	-	Opinion (including consent) of Lee & Ko, Hanjin Building, 63, Namdaemun-ro, Jung-gu, Seoul 04532, Korea, Korean counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$500,000,000 1.375% Notes due 2019 and US$500,000,000 2.00% Notes due 2026.
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.

2

EX-99.(H)

Exhibit H

The Korea Development Bank Act

Chapter I .. General Provisions

Chapter II. Executives, Employees and Board of Directors

Chapter III. Operations

Chapter IV. Accounting

Chapter V. Supervision

Chapter VI. Miscellaneous

Addenda

The Korea Development Bank Act

Law No. 302, Promulgated on December 30, 1953

Amended by Law No. 873, December 27, 1961

Amended by Law No. 1557, December 16, 1963

Amended by Law No. 2044, September 14, 1968

Amended by Law No. 2120, July 28, 1969

Amended by Law No. 2734, December 26, 1974

Amended by Law No. 3020, December 19, 1977

Amended by Law No. 3480, December 31, 1981

Amended by Law No. 4052, December 31, 1988

Amended by Law No. 4864, January 5, 1995

Amended by Law No. 5371, August 22, 1997

(Act Concerning the Efficient Management of Non-performing Assets of Financial Institutions and the Establishment of Korea Asset Management Corp.)

Amended by Law No. 5372, August 28, 1997

Amended by Law No. 5403, August 30, 1997

(Act Repealing the Korea Housing Bank Act)

Amended by Law No. 5505, January 13, 1998

(Act Concerning Adjustment of the Certified Public Account ant Act, Etc. Following the Enactment of the Act for the Establishment of Financial Supervisory Organizations)

Amended by Law No. 5982, May 24, 1999

(Government Organization Act)

Amended by Law No. 6679, March 30, 2002

Amended by Law No. 7620, July 29, 2005

Amended by Law No. 8863, February 29, 2008

(Act on the Establishment, Etc. of Financial Supervisory Organizations)

Amended by Law No. 9401, January 30, 2009

(State Properties Act)

Amended by Law No. 9703, May 21, 2009

Amended by Law No. 10303, May 17, 2010

(Banking Act)

Wholly Amended by Law No. 12663, May 21, 2014

Amended by Law No. 13453, July 31, 2015

(Governance Act for Financial Companies)

Amended by Law No. 14122, March 29, 2016

(Korea Technology Guarantee Fund Act)

Chapter I. General Provisions

Article 1. (Purpose)

The purpose of this Act is to establish The Korea Development Bank (hereinafter referred to as “KDB”) which shall supply and manage funds necessary for the development and promotion of industries, expansion of social infrastructure development of regions, stabilization of financial markets and facilitation of sustainable growth, etc. in order to contribute to the sound development of the financial industry and national economy.

Article 2. (Nature, Etc.)

(1) KDB shall be a juridical person.

(2) KDB shall be operated in accordance with this Act, the orders issued pursuant to this Act and the Articles of Incorporation.

Article 3. (Relationship with Other Acts)

(1) Unless otherwise provided for in this Act, the provisions of the Banking Act and the Governance Act for Financial Companies shall apply to KDB; provided, however, that Articles 8 through 11, Article 11-2, Article 12, Article 13, Article 27, Article 27-2, Article 28, Article 28-2, proviso of Paragraph (1) of Article 30, Subparagraph (3) of Paragraph (2) of Article 30, Article 32, Article 35, Paragraphs (1) and (2) of Article 37, Subparagraph (1) of Article 38, Article 40, Subparagraphs (1) through (5) and Subparagraphs (7) and (9) of Article 47, Article 48, Article 50, Article 53, Article 54, Article 54-2, Articles 55 through 57, Article 67, and Subparagraphs (1), (2), (5), (6) and (8) of Paragraph (1) of Article 68 of the Banking Act, and Subparagraph (2) of Paragraph (1) of Article 16, Article 19, Article 20, Article 34 and Article 35 of the Governance Act for Financial Companies shall not apply to KDB.

(2) Unless otherwise provided for in this Act, the provisions with respect to stock companies of the Commercial Act shall apply to KDB.

Article 4. (Establishment of Head Office and Branches, Etc.)

(1) KDB shall have its head office in Seoul.

(2) KDB may, in accordance with the provisions of the Articles of Incorporation, establish branches, agencies, and other business places or offices in such locations as deemed necessary.

Article 5. (Capital)

(1) The authorized capital of KDB shall be prescribed in the Articles of Incorporation to the extent of thirty trillion Korean Won (KRW 30,000,000,000,000), provided that fifty-one percent (51%) or more of which shall be subscribed to by the Government.

(2) The authorized capital of KDB shall be divided into shares.

Article 6. (Articles of Incorporation)

(1) The Articles of Incorporation of KDB shall include the following matters:

1. Purpose;

2. Name;

3. Matters concerning establishment of the head office, branches, agencies and other business places or offices;

4. Matters concerning capital and shares;

5. Matters concerning the General Meeting of Shareholders;

6. Matters concerning Executives and employees;

7. Matters concerning the Board of Directors;

8. Matters concerning operations and the conduct thereof;

9. Matters concerning the Financial Stabilization Fund pursuant to Article 23-2 of the Act on Structural Improvement of the Financial Industry (hereinafter referred to as “Financial Stabilization Fund”);

10. Matters concerning issuance of bonds;

11. Matters concerning accounting; and

12. Method of public notice.

(2) Any amendment of the Articles of Incorporation shall be made subject to the authorization of the Financial Services Commission.

Article 7. (Registration)

(1) KDB shall register in accordance with the provisions of the Presidential Decree. (2) Items which are to be registered under Paragraph (1) shall not be set up against a third party until after their registration.

Article 8. (Prohibition on Use of Similar Name)

No person other than KDB is to use the name “The Korea Development Bank” or any other name similar thereto.

Article 9. (Dissolution)

The dissolution of KDB shall be determined by law separately.

Chapter II. Executives, Employees and Board of Directors

Article 10. (Executives)

(1) KDB shall have the President (also known as Chairman & CEO; hereinafter the same shall apply), Managing Directors (also known as Vice Chairman & COO; hereinafter the same shall apply), Directors and Auditor as its executives.

(2) There shall be one (1) President and one (1) Auditor.

(3) The number of the Managing Directors and Directors shall be prescribed in the Articles of Incorporation, provided that there shall be not less than three (3) Independent Directors which constitute more than half of the total number of the members of the Board of Directors.

Article 11. (Duties of Executives)

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

(2) The Managing Directors shall, in accordance with the Articles of Incorporation, assist the President, and act in place of the President in case of the inability of the President to perform his/her duties due to unavoidable reasons.

(3) In case of the inability of both the President and the Managing Directors to perform their duties due to unavoidable reasons, a Director in the order of priority as prescribed in the Articles of Incorporation shall perform the duties.

(4) The Auditor shall audit and examine the operations and accounting of KDB.

Article 12. (Board of Directors)

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

(2) The Board of Directors shall resolve important matters relating to the operations of KDB.

(3) The President shall convene the Board of Directors and preside over the meeting as the chairman.

(4) The Board of Directors shall have a quorum when a majority of the members are in attendance, and resolutions shall be adopted by a majority vote of the members present.

(5) The Auditor may be present and express his/her opinion at any meeting of the Board of Directors, but shall not have the right to vote.

Article 13. (Appointment and Dismissal of Executives)

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

(2) The Managing Directors and Directors shall be appointed by the Financial Services Commission upon the recommendation of the President.

(3) The Auditor shall be appointed by the Financial Services Commission.

Article 14. (Terms of Office of Executives)

(1) The term of office of the executives shall be a specified period not exceeding three (3) years as prescribed in the Articles of Incorporation.

(2) Any vacancy occurring in the office of the executives shall be filled by the appointment of a new executive, in accordance with the Articles of Incorporation; provided that the term of office of the new executive shall commence from the date of his/her appointment.

Article 15. (Appointment of Proxies)

The President may, in accordance with the Articles of Incorporation, appoint a proxy or proxies from among the executives or employees of KDB who shall be delegated with full or partial power to act for him/her in connection with the operations of KDB in all judicial and extra-judicial matters.

Article 16. (Appointment and Dismissal of Employees)

The President shall appoint and dismiss the employees of KDB.

Article 17. (Legal Fiction as Public Officials in Application of Penal Provisions)

The executives of KDB and the members of Fund Management Committee pursuant to Article 29 shall be deemed public officials in applying penal provisions under the Criminal Act and other acts.

Chapter III. Operations

Article 18. (Operations)

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

1. Development and promotion of industries;

2. Promotion of small and medium enterprises;

3. Social infrastructure expansion and regional development;

4. Development of energy and 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;

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

(2) In order to supply funds as stated in Paragraph (1), KDB shall engage in each of following operations:

1. To grant loans or discount notes;

2. To subscribe to securities, to underwrite securities and/or invest in securities under Article 4 of the Capital Market and Financial Investment Business Act (hereinafter collectively referred to as the “Securities”); provided, however, that the underwriting of the shares shall not exceed twice the sum of the paid-in capital of KDB and the reserve under Paragraph (1) of Article 31;

3. To guarantee or assume debt;

4. To acquire 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. To transact domestic and foreign exchange business

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

7. To supervise and manage the Financial Stabilization Fund and provide support funds from it;

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

9. To carry out activities, other than those stated in Subparagraphs 1through 8, necessary to accomplish the purpose under Article 1 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 19. (Guaranty of Payment of Foreign Currency Debt)

The Government may guarantee the repayment of the principal and interest of the foreign currency debt of KDB upon prior approval from the National Assembly.

Article 20. (Long-term Loans of Government Special Funds)

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

Article 21. (Operating Manuals)

Upon preparing the Operating Manuals in compliance with The Korea Development Bank Act which prescribe the method of operations under Article 18 herein, KDB shall receive approval from the Financial Services Commission. Any revision to the Operating Manuals shall also be subject to the approval of the Financial Services Commission.

Article 22. (Application for Approval of Business Plan, Etc.)

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

(2) The business plan provided for in Paragraph (1) shall consist of a fund allocation plan and a fund raising plan.

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

(4) The Financial Services Commission shall give priority consideration to the provision of funding in the area of small and medium enterprises during the approval process pursuant to Paragraph (1).

Article 23. (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 18.

(2) Industrial Finance Bonds shall be issued exclusively by KDB.

(3) The aggregate amount of the outstanding balance of Industrial Finance Bonds, plus the outstanding balance of bonds guaranteed by KDB, and that of debt guaranteed or assumed by KDB, shall not exceed thirty (30) times the amount of the paid-in capital of KDB and the reserve pursuant to Paragraph (1) of Article 31; provided, however, that the following shall be excluded 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 debt guaranteed or assumed by KDB on which other financial institutions (including the Export-Import Bank of Korea and Industrial Bank of Korea), the Korea Credit Guarantee Fund, the Korea Technology Guarantee Fund, insurance companies and similar organizations have guaranteed or insured the payment;

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

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

Article 24. (Bond Issuance to Convert Outstanding Bonds or to Perform Obligations arising from Guaranty or Assumption of Indebtedness)

(1) KDB may, when necessary to convert outstanding Industrial Finance Bonds or to perform obligations arising from the guaranty or assumption of the debt under Subparagraph 3 of Paragraph (2) of Article 18, issue Industrial Finance Bonds temporarily, if necessary, over the limit prescribed in Paragraph (3) of Article 23.

(2) When KDB issues Industrial Finance Bonds in accordance with Paragraph (1), KDB shall, within one (1) month thereafter, refund the outstanding Industrial Finance Bonds or perform the obligations in an amount equal to the aggregate par value of the Industrial Finance Bonds issued thereby.

Article 25. (Bond Issuance Methods)

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

Article 26. (Government Guaranty of Outstanding Bonds)

The payment of the principal and interest on Industrial Finance Bonds may be guaranteed by the Government upon prior approval from the National Assembly.

Article 27. (Expiration of Bonds)

The right to receive the principal and interest on Industrial Finance Bonds shall be expired unless exercised within five (5) years and two (2) years, respectively.

Article 28. (Delegation)

Other necessary matters relating to the issuance, etc. of Industrial Finance Bonds not provided for in this Act shall be prescribed by the Presidential Decree.

Article 29. (Establishment, Etc. of Fund Management Committee)

(1) The Fund Management Committee shall be established at KDB in order to deliberate the following matters with regard to the Financial Stabilization Fund:

1. Fundamental policies on the supervision and management of the Financial Stabilization Fund;

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

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

(2) The members of the Fund Management Committee shall not take any instructions or interference from outside in the course of conducting their duties.

(3) The composition, operation and other necessary matters relating to the Fund Management Committee shall be prescribed by the Presidential Decree.

(4) Paragraph (3) of Article 63 of the National Finance Act shall not apply to the supervision, management, etc. of the Financial Stabilization Fund.

Chapter IV. Accounting

Article 30. (Fiscal Year, Budget and Settlement of Accounts)

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

(2) KDB shall prepare the budget for revenue and expenditures in each fiscal year, and report to the Financial Services Commission for approval prior to the beginning of the corresponding fiscal year. The foregoing shall also apply to its revision.

(3) 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.

(4) The settlement of accounts prescribed in Paragraph (3), shall be attached with the following documents:

1. Financial statements and appendant documents; and

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

Article 31. (Disposal of Profit)

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

1. Forty percent (40%) or more of the net profit shall be credited to the reserve, until the reserve reaches the total amount of the paid-in capital; and

2. The net profits remaining after distributing the amount in Subparagraph 1 shall be distributed upon resolution of the Board of Directors and General Meeting of Shareholders.

(2) The reserve pursuant to Paragraph (1) may be capitalized after offsetting the losses under Article 32.

(3) When the net profits remaining after the distribution pursuant to Subparagraph 2 of Paragraph (1) are being allotted, dividends may be in cash or in kind. Matters necessary for dividends in kind shall be set forth by the Presidential Decree.

Article 32. (Offset of Losses)

(1) The annual net losses of KDB shall be offset each year by the reserve, and if the reserve be insufficient, the deficit shall be offset by the Government.

(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 the provision of Article 55 of the same Act.

(3) The transfer of the general properties in accordance with Paragraph (2) shall be made subject to the deliberation of the State Council, the approval of the 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.

Article 33. (Use of Unemployed Funds)

KDB may use the funds remaining unemployed in the operations in such a manner as provided for by the Articles of Incorporation to the extent it does not hinder the operations of KDB prescribed in Article 18.

Chapter V. Supervision

Article 34. (Supervision)

(1) The Financial Services Commission shall supervise KDB in accordance with the provisions of this Act, and may issue an order necessary for the supervision, and shall also conduct supervision to secure KDB’s sound management in accordance with the Presidential Decree, and may issue an order necessary for such supervision.

(2) The Financial Services Commission may take any of the following measures, if it deems that KDB is likely to impede its sound management by violating any orders issued under Paragraph (1):

1. Order to take a corrective measure against any violation;

2. Partial suspension of operations for a period not exceeding six (6) months;

3. Suspension of, or warning against, the relevant violation.

(3) Where an executive of KDB intentionally violates any order issued under paragraph (1) or conducts any act seriously impeding KDB’s sound management, the Financial Services Commission may take proper measures including dismissal, suspension of duties, warning, caution, etc.

(4) Where an employee of KDB intentionally violates any order issued under paragraph (1) or conducts any act seriously impeding KDB’s sound management, the Financial Services Commission may request the President of KDB to take proper disciplinary measures including dismissal, suspension, reduction of salary, censure, warning, etc.

(5) Where the Financial Services Commission deems that any executive or employee retired from KDB would have been subject to measures taken against him/her under Paragraph (3) or (4) if he/she still worked for KDB, it may notify the President of KDB of details of such measures.

(6) The President of KDB shall, upon receiving notification under paragraph (5), notify the relevant retired executive or employee of such fact, and record and maintain such information in the personnel record.

Article 35. (Reason for Dismissal of Executives)

(1) The President of the Republic of Korea may dismiss the President upon the request of the Chairman of the Financial Services Commission in any of the following cases:

1. Violation of this Act, decrees issued hereunder or the Articles of Incorporation; or

2. Inability to perform his/her duties on account of mental or physical disability.

(2) The Financial Services Commission may dismiss any of the Managing Directors or the Directors upon the request of the President for any of the reasons specified in Paragraph (1).

(3) The Financial Services Commission may dismiss the Auditor for any of the reasons specified in Paragraph (1).

Article 36. (Submission of Reports and Inspection of Documents)

(1) The Financial Services Commission, in conducting the supervision under Article 34, may request KDB to submit reports on such matters as are deemed necessary, or instruct a competent official to examine the status of operations, books, records and other necessary matters of KDB.

(2) The Financial Services Commission may, when deemed necessary, entrust to the Governor of the Financial Supervisory Service the power of examination provided for in Paragraph (1) as prescribed by the Presidential Decree.

(3) The individuals who inspect pursuant to Paragraphs (1) and (2) shall carry identification cards with them to verify their identities and show the identification cards to the related persons.

Chapter VI. Miscellaneous

Article 37. (Restriction on Ownership of Properties)

KDB shall not own any real or personal property except such property obtained for the conduct of its business, taken over in the course of its credit collection, or otherwise necessary to carry out operations.

Article 38. (Exception to Share Subscription under Special Laws)

(1) In case that all or not less than half the capital of any juridical person established by a special law shall be subscribed to by the Government, or in case that not less than half of its issued shares shall be held by the Government, in accordance with the provisions of such law, KDB may, notwithstanding anything in the provisions of such law, subscribe to the capital of such juridical person or hold its shares in place of the Government.

(2) The juridical persons, the capital of which has been subscribed to by KDB or the shares of which are held by KDB in accordance with Paragraph (1), may, notwithstanding anything in the provisions of such law, pay dividends to KDB in proportion to the number of shares (including subscription certificates) held by KDB.

Article 39. (Negligence Fines)

(1) Any person who violates Article 8 and uses the name of “The Korea Development Bank” or any other name similar thereto shall be subject to a negligence fine of not more than ten million Korean Won (KRW 10,000,000).

(2) Any person, who fails to submit a report as required by Paragraph (1) of Article 36 or who has submitted a faulty report or who has refused, obstructed or evaded the inspection as provided for in Paragraphs (1) and (2) of the same Article shall be subject to a negligence fine of not more than five million Korean Won (KRW 5,000,000).

(3) The fine for negligence under Paragraphs (1) and (2) shall be imposed and collected by the Financial Services Commission as prescribed by the Presidential Decree.

Addenda

Article 1. (Enforcement Date)

This Act 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; provided, however, that Articles 3 through 5 of the Addenda shall come into force as of the date of the promulgation.

Article 2. (Repeal of Other Acts)

The Korea Finance Corporation Act shall be repealed.

Article 3. (Merger with Korea Finance Corporation, Etc.)

(1) KDB, KDB Financial Group Inc. (hereinafter referred to as “KDB FG”) and Korea Finance Corporation prescribed in the Korea Finance Corporation Act (hereinafter referred to as “KoFC”) shall merge, whereby KDB shall continue as the surviving entity and KDB FG and KoFC shall be the non-surviving entities.

(2) KDB, KDB FG and KoFC (hereinafter collectively referred to as the “Merging Entities”) shall undertake necessary procedures for the merger as prescribed in Paragraph (1) after the promulgation of this Act without delay.

(3) Articles 522, Article 522-2, Article 522-3, Article 523, Article 523-2, Articles 524 through 527, Articles 527-2 through 527-6, Article 528 and Article 530 of the Commercial Act shall apply mutatis mutandis to the merger procedures, etc. of the Merging Entities. In this case, the resolution of each Board of Directors of the Merging Entities shall substitute the approval for the merger agreement by the General Meeting of Shareholders prescribed in Article 522 of the Commercial Act.

(4) The external policy finance operations (including assets, liabilities, human resources, etc. thereof. The same shall apply hereunder in this Article) in the areas of shipping, aviation, social overhead capital, resource development, etc. among operations of KoFC shall be separated and transferred to the Export-Import Bank of Korea prior to the merger prescribed in Paragraph (1). In this case, the specific scope of the operations subject to transfer and the time, method, etc. of transfer shall be determined by the Merger Committee to be established as prescribed in Article 4 of the Addenda through consultation with the Export-Import Bank of Korea.

Article 4. (Establishment of Merger Committee, Etc.)

(1) A Merger Committee shall be established in order to deal with tasks regarding the merger as prescribed in Article 3 of the Addenda.

(2) The Merger Committee shall consist of members not exceeding seven (7) persons appointed by the Chairman of the Financial Services Commission, provided that such members shall include one (1) person recommended from each of the Merging Entities.

(3) The Vice Chairman of the Financial Services Commission shall be the chairman of the Merger Committee.

(4) The Merger Committee may request the Merging Entities to provide human and physical support for conducting operations.

(5) The Merger Committee shall draft a merger agreement and the Articles of Incorporation of the entity surviving after the merger and shall obtain approval from the Financial Services Commission.

(6) The Merger Committee shall complete the necessary procedures for the merger and register the merger by January 1, 2015.

(7) The members as prescribed in Paragraph (2) shall be deemed to be removed on the date the merger is registered as prescribed in Paragraph (6).

Article 5. (Exception to Approval of Merger, Etc.)

(1) The merger as prescribed in Article 3 of the Addenda shall be deemed to have been authorized by the Financial Services Commission as prescribed in Article 60 of the Financial Holding Companies Act and Article 4 of the Act on the Structural Improvement of the Financial Industry.

(2) The change of major shareholders of subsidiaries of KDB FG due to the merger as prescribed in Article 3 of the Addenda shall be deemed to have been approved by Financial Services Commission as prescribed in the act governing incorporation of each subsidiary.

(3) The provision of Article 12 of the Monopoly Regulation and Fair Trade Act shall not apply to the merger prescribed in Article 3 of the Addenda.

Article 6. (Succession of Properties, Rights, Obligations, Etc.)

(1) KDB FG and KoFC shall be deemed to cease to exist as a legal entity upon the merger as prescribed in this Act.

(2) KDB shall be the general successor of the properties, rights and obligations of KDB FG and KoFC as a result of the merger.

(3) Properties in the name of KDB FG and KoFC indicated in the registry and other official records of properties succeeded to KDB from KDB FG and KoFC shall be deemed to be in the name of KDB.

(4) The bonds issued by KDB FG and the Policy Bank Bonds issued by KoFC at the time when this Act enters into force shall each be deemed as the Industrial Finance Bonds issued by KDB pursuant to this Act.

Article 7. (Succession, Etc. of Operations of KoFC)

KDB may continue to perform the operations conducted by KoFC as prescribed in the former Korea Finance Corporation Act or other acts at the time when this Act enters into force.

Article 8. (Transitional Measures concerning Guaranty of Payment of Foreign Currency Debt)

The Government shall guarantee the repayment of the principal and interest of foreign currency debt incurred by KDB and KoFC prior to the time when this Act enters into force (this provision shall only apply to bonds and loans with a redemption period of not less than one (1) year) at the time of the initial sale of the Government’s equity in KDB with prior consent of the National Assembly.

Article 9. (Transitional Measures concerning Executives and Employees)

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

(2) The executives of the Merging Entities (except for the President of KDB) shall be deemed to have their terms of offices expired at the time when this Act enters into force.

(3) When the executives of the Merging Entities are newly appointed as executives of KDB at the time when this Act enters into force, the term of office may be differently determined within the scope prescribed in Article 14.

(4) Employees of KDB FG and KoFC at the time when this Act enters into force shall be deemed as employees of KDB.

Article 10. (Transitional Measures concerning Application of Penal Provisions, Etc.)

In the application of the penal provisions and negligence fine on any acts committed prior to the enforcement of this Act, it shall be in accordance with the previous provisions and the previous Korea Finance Corporation Act.

Article 11. (Amendment of Other Acts)

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

Clause d. of Subparagraph 7 of Paragraph (2) of Article 3 shall be replaced with the following.

d. The Korea Development Bank as prescribed in The Korea Development Bank Act (hereinafter referred to as “KDB”)

“the Korea Finance Corporation” in Paragraph (3) of Article 3 shall be “The Korea Development Bank”.

“President of the Korea Finance Corporation” in Paragraph (3) of Article 4 shall be “President of The Korea Development Bank”.

“the Korea Finance Corporation” in Paragraph (1) of Article 11 shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Paragraph (1) of Article 13 shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Paragraph (7) of Article 17 shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Article 19 shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Subparagraph 2 of Article 21-2 shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in Clause a. of Subparagraph 3 of the same Article shall be “The Korea Development Bank”.

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

“the Korea Finance Corporation established as prescribed in the Korea Finance Corporation Act (hereinafter referred to as the “Korea Finance Corporation”)” in Subparagraph 8 of Article 2, with the exception of each of the Clauses, shall be “The Korea Development Bank established under The Korea Development Bank Act (hereinafter referred to as “KDB”)”.

“the Korea Finance Corporation” in Paragraph (1) of Article 23-2 shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in Subparagraph 7 of Paragraph (2) of the same Article shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Paragraph (1) of Article 23-3 shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in Paragraph (2) of the same Article, with the exception of each of the Subparagraphs, shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in Paragraph (3) of the same Article shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Paragraph (1) of Article 23-4, with the exception of each of the Subparagraphs, shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in Paragraph (2) of the same Article shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Paragraphs (1) and (2) of Article 23-5 shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Paragraph (1) of Article 23-6 shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in Paragraph (2) of the same Article shall be “The Korea Development Bank”; and “steering committee pursuant to Article 9 of the Korea Finance Corporation Act” shall be “Fund Management Committee as prescribed in Article 29 of The Korea Development Bank Act”; and “the Korea Finance Corporation” in Paragraph (3) of the same Article, with the exception of each of the Subparagraphs, shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in Paragraphs (4) and (5) of the same Article shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Paragraph (1) of Article 23-7, with the exception of each of the Subparagraphs, shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in Paragraph (2) of the same Article shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Paragraph (1) of Article 23-8 shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in the main body of Paragraph (2) of the same Article shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in the proviso of Paragraph (2) of the same Article shall be “The Korea Development Bank”.

“the Korea Finance Corporation” in Paragraph (1) of Article 23-9 shall be “The Korea Development Bank”; and “the Korea Finance Corporation” in Paragraphs (2) and (6) of the same Article shall be “The Korea Development Bank”.

(3) Part of the Act on the Efficient Disposal of Non-Performing Assets, Etc. of Financial Companies and the Establishment of Korea Asset Management Corporation shall be amended as follows:

“president of the Korea Finance Corporation under the Korea Finance Corporation Act “ in Subparagraph 5 of Paragraph (1) of Article 15 shall be “President of The Korea Development Bank under The Korea Development Bank Act”.

(4) Part of the Corporate Restructuring Promotion Act shall be amended as follows:

Clause (l) of Subparagraph 1 of Article 2 shall be deleted.

(5) Part of the Act on Public-Private Partnerships in Infrastructure shall be amended as follows: Clause (b) of Subparagraph 16 of Article 2 shall be deleted.

(6) Part of the Special Tax Treatment Control Act shall be amended as follows: “the Korea Finance Corporation established under the Korea Finance Corporation Act” in Subparagraph 22 of Paragraph (1) of Article 117 shall be “The Korea Development Bank established under The Korea Development Bank Act”.

(7) Part of the Korea Expressway Corporation Act shall be amended as follows: “the Korea Finance Corporation established under the Korea Finance Corporation Act” in Paragraph (2) of Article 4 shall be “The Korea Development Bank established under The Korea Development Bank Act”.

(8) Part of the Korea Water Resources Corporation Act shall be amended as follows:

“the Korea Finance Corporation under the Korea Finance Corporation Act” in Paragraph (2) of Article 4 shall be “The Korea Development Bank established under The Korea Development Bank Act”; and the Korea Finance Corporation established under the Korea Finance Corporation Act” in Paragraph (3) of the same Article shall be “The Korea Development Bank established under The Korea Development Bank Act”; and “the Korea Finance Corporation established under the Korea Finance Corporation Act” in Paragraph (6) of the same Article shall be “The Korea Development Bank established under The Korea Development Bank Act”.

(9) Part of the Export-Import Bank of Korea Act shall be amended as follows: “Korea Finance Corporation under the Korea Finance Corporation Act” in Article 4 shall be “The Korea Development Bank under The Korea Development Bank Act”.

(10) Part of the Korea Electric Power Corporation Act shall be amended as follows: “Korea Finance Corporation under the Korea Finance Corporation Act” in Paragraph (1) of Article 19 shall be “The Korea Development Bank under The Korea Development Bank Act”.

Article 12. (Relationship with Other Acts)

Where the former Korea Finance Corporation Act or the Korea Finance Corporation Act are cited by other acts or subordinate statues at the time when this Act enters into force, this Act or The Korea Development Bank shall be deemed to have been cited in lieu of the former provisions.

Addenda (the Governance Act for Financial Companies)

Article 1. (Enforcement Date)

This Act shall come into force from the date one year after the date of the promulgation.

Articles 2 through 17 are omitted.

Article 18. (Amendment of Other Acts)

Paragraphs (1) through (18) are omitted.

(19) Part of The Korea Development Bank Act shall be amended as follows:

“the Banking Act” in Paragraph (1) of Article 3 shall be “the Banking Act and the Governance Act for Financial Companies”.

“Articles 8 through 11, Article 11-2, Article 12, Article 13, Article 23-2, Article 24” in Paragraph (1) of Article 3 shall be “Articles 8 through 11, Article 11-2, Article 12, Article 13”.

“Subparagraphs (1) through (7) and Subparagraph (9) of Article 47” in Paragraph (1) of Article 3 shall be “Subparagraphs (1) through (5) and Subparagraphs (7) and (9) of Article 47”.

“Subparagraphs (1), (2), (5), (6) and (8) of Paragraph (1) of Article 68” shall be “Subparagraphs (1), (2), (5), (6) and (8) of Paragraph (1) of Article 68 of the Banking Act, and Subparagph (2) of Paragraph (1) of Article 16, Article 19, Article 20, Article 34 and Article 35 of the Governance Act for Financial Companies”

Paragraph (20) is omitted

Addenda (Korea Technology Guarantee Fund Act)

Article 1. (Enforcement Date)

This Act shall come into force from the date six months after the date of the promulgation.

Articles 2 and 3 are omitted

Article 4. (Amendment of Other Acts)

Paragraphs (1) through (23) are omitted.

(24) Part of The Korea Development Bank Act shall be amended as follows:

“Korea Technology Finance Corporation” in Subparagraph (3) of Paragraph (3) of Article 23 shall be “Korea Technology Guarantee Fund”.

Article 5 is omitted.

EX-99.(J)

Exhibit J

The Articles of Incorporation of

The 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

Amended on May 13, 2016

Wholly Amended on October 31, 2014

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 The 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.

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.

(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;

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.

(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.

(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.

(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.

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.

(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.

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.

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.

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.

(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.

(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.

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 deliberate and resolve any of the following matters; 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.

1. Matters concerning managerial objectives;

2. Matters concerning amendment to the Articles of Incorporation;

3. Matters concerning budgets and settlement of accounts;

4. Matters concerning any material reorganization such as dissolution, transfer of business or merger, etc.

5. Matters concerning establishment, amendment and abolition of the standards for internal control and risk management;

6. Matters concerning supervision of acts involving conflicts of interest between large shareholders or officers, etc. and KDB; and

7. Any other matters required to be resolved by the Board of Directors under the laws, regulations of the Board of Directors and bylaws, etc.

(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.

(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.

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;

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.

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:

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.

(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.

(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.

(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.

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.

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.

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.

(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.

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.

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.

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.

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.

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.

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.

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).

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, The 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 The 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.

Addenda

Article 1. (Enforcement Date)

These Articles of Incorporation shall come into force on August 1, 2016.

EX-99.(M)(7)

Exhibit M-7

[Cleary Gottlieb Steen & Hamilton LLP Letterhead]

September 12, 2016

The Korea Development Bank

14, Eunhaeng-ro

Yeongdeungpo-gu

Seoul 07242

The Republic of 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 1.375% notes due 2019 (the “2019 Notes”) and US$500,000,000 aggregate principal amount of its 2.00% notes due 2026 (the “2026 Notes” and, together with the 2019 Notes, 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 June 21, 2016, 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 September 6, 2016, 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.

1

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

2

EX-99.(M)(8)

Exhibit M-8

[Lee & Ko Letterhead]

September 12, 2016

To: The Korea Development Bank

14, Eunhaeng-ro

Yeoungdeungpo-gu, Seoul 07242

Republic of Korea

Re: The Korea Development Bank

Our Ref: K113F423

Ladies and Gentlemen:

We have acted as special Korean legal counsel for The Korea Development Bank (“KDB”), a statutory juridical entity established in the Republic of Korea pursuant to The Korea Development Bank Act of 1953, as amended, in connection with KDB’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 aggregate principal amount of 1.375% notes due 2019 (the “2019 Notes”) and US$500,000,000 aggregate principal amount of 2.000% notes due 2026 (the “2026 Notes”, and together with the 2019 Notes, the “Notes”) to be issued under the fiscal agency agreement (the “Fiscal Agency Agreement”) dated as of February 15, 1991, as amended as of June 25, 2004, between KDB and The Bank of New York Mellon, as fiscal agent (the “Fiscal Agent”).

In connection with providing legal opinions set forth herein, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of the documents, records, certificates and/or other instruments (individually a “document” and collectively the “documents”) as we have deemed necessary as a basis for this opinion, including:

(1) the Registration Statement;

(2) the prospectus dated June 21, 2016 as supplemented by the prospectus supplement dated September 6, 2016 relating to the Notes (collectively, the “Prospectus”);

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

1

(4) a copy of the executed and authenticated 2019 Notes in global form;

(5) a copy of the executed and authenticated 2026 Notes in global form;

(6) a copy of the portion of the board of directors’ approval for the KDB Fiscal Year 2016 Business Plan as of December 30, 2015 including foreign currency denominated securities;

(7) copies of the articles of incorporation, registry extracts;

(8) a copy of the internal approval granted by the Chairman and CEO of KDB on August 24, 2016, authorizing the issue of the Notes;

(9) copies of specimen signatures of the authorized signatories of KDB; and

(10) a copy of the report submitted to and accepted by the Ministry of Strategy and Finance as of August 24, 2016 regarding the issuance of the Notes by KDB.

In rendering this opinion letter, we have assumed:

1) the genuineness of all signatures, stamps and seals;

2) that all documents submitted to us as originals are authentic, complete, accurate, up-to-date and, where applicable, duly executed, and all documents submitted to us as forms of originals or photostatic or faxed copies conform to the originals;

3) that all factual statements and representations and warranties (other than as to matters of the laws of Korea) made in the documents or stated by officers or other representatives of KDB, which we have relied upon without further inquiry, were, are and will be accurate, complete and correct in all respects; and

4) that, each of the documents, other than those by KDB, is within the capacity and powers of, and has been validly authorized, executed and delivered by, the relevant parties thereto and is legal, valid, binding and enforceable in accordance with its respective terms under the laws of the relevant jurisdiction by which it is expressed to be governed, and there has been no breach of any of the terms thereof.

2

We are properly qualified to practice law in Korea and to opine on the laws of Korea. We do not represent ourselves as being familiar with the laws of any other jurisdiction and express no opinion on the laws of any other jurisdiction.

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

1. KDB is a statutory juridical entity duly established under the Korea Development Bank Act of 1953, as amended, 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;

2. The Fiscal Agency Agreement has been duly authorized and executed by KDB;

3. 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

4. The Notes have been duly authorized, executed, issued and delivered by KDB and constitute valid, binding and enforceable obligations of KDB.

3

The opinions set forth above are subject to the following reservations and qualifications:

(a) the obligations of KDB under the Notes and the Fiscal Agency Agreement and the enforcement thereof may be limited or affected by laws governing bankruptcy, insolvency, fraudulent conveyance, liquidation, composition, rehabilitation, moratorium, corporate restructuring or other similar laws of Korea (including, without limitation, the Law Concerning the Restructuring of the Finance Industry), which generally affect the rights of creditors or creditor financial institutions;

(b) the obligations of KDB under the Notes and the Fiscal Agency Agreement and the enforcement thereof may also be limited or affected by the general principle of good morals and other social order and the general principle of good faith, equity and fairness provided for in the Civil Code of Korea;

This opinion letter is strictly limited to the matters addressed herein and may not be read as extending by implication to any matters not specifically referred to herein.

We hereby consent to the use of this opinion letter 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 U.S. Securities and Exchange Commission thereunder for the purpose of any part of the Registration Statement, including the exhibit as which this opinion is filed.

Yours faithfully,

/s/ Lee & Ko                                        

Lee & Ko

4