SKM SK Telecom Co Ltd

Securities Act Rule 801 (Rights Offering)

Securities Act Rule 802 (Exchange Offer)

Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)

Exchange Act Rule 14d-1(c) (Third Party Tender Offer)

Exchange Act Rule 14e-2(d) (Subject Company Response)

Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)

/s/ Yong Hwan Lee

Yong Hwan Lee, Senior Vice President

SK Telecom Co., Ltd.

April 21, 2015

1. Effective Date of the Related Securities Registration Statement Dated April 8, 2015 (the “Securities Registration Statement”):

2. Reference Share Price:

3. Subscription Date:

4. Payment Date:

5. Locations to Inspect this Prospectus and the Securities Registration Statement:

A. Prospectus:

Electronic Document: Financial Services Commission (Financial Supervisory Service)

e-Disclosure System g http://dart.fss.or.kr

Physical Document: 65, Eulji-ro, Jung-gu, Seoul 100-999, Korea

B. Additional Reporting Documents:

C. Securities Registration Statement:

Electronic Document: Financial Services Commission (Financial Supervisory Service)

e-Disclosure System g http://dart.fss.or.kr

6. Matters Related to Stabilization or Market Making:

Business

Risks

SK   Telecom Co., Ltd.

(1)    Competition in the domestic telecommunications market, which has reached the saturation point with respect to its penetration rate and the usage rate of subscribers, may intensify among telecommunications service providers and thereby adversely affect SK Telecom’s profitability. In addition, criticism over excessive marketing costs paired with the policy directions of The Republic of Korea (the “Government”) geared towards lowering telecommunications service fees is pressuring telecommunications service providers to lower their service fees. Investors should note that if consumer purchasing power continues to decrease or SK Telecom does not adequately respond to market changes, SK Telecom’s business environment could be adversely affected.

(2)    The wireless telecommunications market has been experiencing stagnant subscriber growth as a result of saturation from the already high penetration rate. The incurrence of excessive marketing expenses to attract additional long-term evolution (“LTE”) subscribers may adversely impact the margins of wireless telecommunications service providers.

(3)    Although SK Telecom is trying to strengthen the profitability of its fixed-line telecommunications business through Internet protocol TV (“IP TV”) service which has become a new growth generator, it is expected that growth led by a growing subscriber base as was seen in the past will be limited due to the increased penetration rate.

(4)    Korea’s regulatory policies governing the telecommunications industry emphasize fair competition and encourage subscriptions to bundled services, thereby intensifying competition within the market. SK Telecom has maintained a market share of over 50% over the last thirteen years, but its market share decreased to 49.6% as the number of subscribers (including subscribers of mobile virtual network operators (“MVNOs”) that lease SK Telecom’s networks) decreased as of February 28, 2015 compared to December 31, 2014. On March 26, 2015, the Korea Communications Commission imposed a fine of KRW 23.5 billion and a suspension on SK Telecom from acquiring new subscribers for a period of seven days (schedule to be determined) and issued a correctional order for violation of the Mobile Device Distribution Improvement Act. SK Telecom is planning to pay such fine, suspend acquisition of new subscribers and implement the correctional order accordingly. Over the last three years, the Korea Communications Commission imposed sanctions on SK Telecom nine times, with an aggregate fine of KRW 181.5 billion. Therefore, increased marketing expenses due to the continued payment of subsidies and other regulatory restrictions including imposition of monetary penalties and suspension of business are adversely affecting the telecommunications service providers’ profitability.

(5)    The telecommunications industry has long been pressured to lower tariffs, and alleviating the burden of telecommunications service fees for households is part of the current Government’s national agenda. Also, the Mobile Device Distribution Improvement Act was passed in May 2014 to alleviate the burden of telecommunications service fees for households and remedy the distorted competition structure in the market and became effective on October 1, 2014. Recently, at the 16^th meeting of the Korea Communications Commission, the maximum amount of handset subsidies that can be offered by telecommunications service providers was adjusted. Such market changes due to the Government’s policy could adversely affect SK Telecom’s profitability.

(6)    The telecommunications industry, by nature, uses a relatively large portion of its capital resources on capital expenditures, and it may require a relatively longer period of time to recoup such expenditures if SK Telecom fails to maintain a certain number of subscribers. The industry is also subject to additional capital expenditure requirements due to the evolution of telecommunications networks and technological advances.

(7)    As was seen in the recent cases involving leaks of personal data, telecommunications companies that manage large-scale customer databases are exposed to civil and

criminal penalties including fines and compensation for damages in the case of an accident, which may also have an adverse impact on SK Telecom’s reputation and brand image.

(8)    The Internet portal service industry, in which SK Telecom’s subsidiary SK Communications Co., Ltd. (“SK Communications”) (in which SK Telecom’s wholly-owned subsidiary SK Planet Co., Ltd. (“SK Planet”) holds a 64.5% equity stake (equivalent to KRW 86.5 billion of net assets)) operates, may face substantial competition, as this industry has a low entrance barrier for service providers and users are generally cost sensitive to such services.

SK   Broadband Co., Ltd.

(1)    The fixed-line telecommunications industry reached its saturation point with respect to its penetration rate in the mid-2000’s. If SK Broadband’s profitability increase is slower than expected, this may adversely affect its mid- to long-term growth.

(2)    The fixed-line business has experienced stagnant growth. Although IP TV service has been growing quite significantly, because of the intensification of competition in recent years among the three telecommunications service providers as well as with cable TV operators, SK Broadband’s marketing expenses may increase, which in turn may harm SK Broadband’s profitability. Loss of market share as a result of greater competition may also adversely affect SK Broadband’s profitability.

(3)    SK Broadband has sound financial flexibility. SK Broadband’s financial structure has continually improved, with a gradual decrease in total borrowings and moderate improvements of its debt ratio. However, a capital expenditure increase in 2014 led to a slight increase in borrowings, resulting in a debt ratio of 177.37%, total borrowings of KRW 1.4568 trillion, and a total borrowings to total assets ratio of 46.83% as of December 31, 2014. Also, decreased operating income and profit in 2014 compared to the previous year led to a decrease in its interest coverage ratio, which decreased from 1.35 as of December 31, 2013 to 1.08 as of December 31, 2014. Investors should take into consideration that increases in debt may harm SK Broadband’s financial stability and profitability.

(4)    The Government’s recent telecommunications policies have been focusing on lowering tariffs and encouraging competition to improve customer welfare, which resulted in actual tariff reductions and the entry of new operators into the market. Because of these changes, it became inevitable for telecommunications service providers to introduce differentiated new services and seek other growth strategies such as through mergers and acquisitions with companies outside of the telecommunications sector. Investors should note that such changes can lead to greater expenditures related to the development of new services and growth strategies, thereby adversely affecting SK Broadband’s profitability.

(5)    The Government has been focusing on establishing an adequate level of tariffs. Its efforts include forming a research group to establish a road map for improving regulations on tariffs from the beginning of 2014. This is likely to result in a greater possibility of mergers and acquisitions between wireless and fixed-line companies, and as a result, SK Broadband expects to see a more rapid restructuring within the industry. These changes can be more favorable to operators with a larger subscriber base, economy of scale, and funding power, which may affect SK Broadband’s profitability. Investors should be aware of this issue.

(6)    Telecommunications companies with large scale customer databases regularly train their employees and outside entities which receive and treat their customers’ personal data (such as home customer centers/distribution agents) on customer information security, as well as establish and maintain a substantial physical security system to protect customers’ personal information from leaking. However, in the event of information leakage due to hacking or by internal personnel, civil and criminal penalties, including compensation for damages, imposed by the regulatory authorities as a result of investigation may adversely affect SK Broadband’s profitability.

(7)    SK Broadband is strengthening its marketing strategy centered on subscriber retention by providing fixed-line/wireless bundled products jointly with SK Telecom. However, regulatory policies of the Korea Communications Commission became stricter in the wireless communications market as competition intensified in the bundled products market among dominant network service providers recently. Therefore, synergy effects generated by fixed-line/wireless or IP TV products provided jointly by SK Telecom and SK Broadband may decrease, which may diminish the effects of the comprehensive Share Exchange.

Company

Risks

SK   Telecom Co., Ltd.

(1)    In 2014, SK Telecom recorded operating revenues of KRW 17.2 trillion and operating income of KRW 1.8 trillion on a consolidated basis. Revenue increased slightly compared to 2013, while operating income decreased from KRW 2.0 trillion in 2013 (operating margin of 12.1%) to KRW 1.8 trillion in 2014 (operating margin of 10.6%). This resulted from the increase in marketing expenses led by market competition, despite regulatory sanctions that telecommunications companies faced, such as suspension of business. In the LTE market, SK Telecom’s market share decreased continually from 53.2% as of December 31, 2011 (when LTE service was in its early stages) to 46.5% as of December 31, 2014 because of intensified competition and decrease in the number of subscribers who change their numbers after the adoption of the Mobile Device Distribution Improvement Act. Continued increase in marketing expenses due to intense competition among the three major telecommunications companies may have an adverse impact on SK Telecom’s profitability. Consolidated profit for the year increased to KRW 1.8 trillion in 2014 from KRW 1.6 trillion in 2013.

(2)    SK Telecom’s consolidated debt-to-equity ratio and total borrowings to total assets ratio are stable at 83.2% and 24.2%, respectively, as of December 31, 2014. However, compared to December 31, 2013, total borrowings as a percentage of total assets increased slightly. In addition, SK Telecom incurred losses from investments over the last three years in its efforts to enter overseas telecommunications markets and diversify into non-telecommunications businesses. In 2014, net cash used in investing activities was KRW 3.6831 trillion. As SK Telecom generates stable cash flows from operating activities based on its competitive edge in the market and also holds a sizable amount of disposable non-operating assets, SK Telecom expects that debt levels will gradually decrease.

(3)    SK Telecom has pending lawsuits with an aggregate claim of approximately KRW 6 billion on a consolidated basis (about 0.33% of its 2014 consolidated operating income). Their potential financial impact is difficult to measure, as final judgments have not been rendered yet.

(4)    SK Telecom is a member of the SK Group, and is closely related to other affiliates. As of the day before the submission of the Securities Registration Statement, SK Telecom had a total of 38 consolidated subsidiaries. As a result, changes in the business environment and brand image of affiliates may have a direct and/or indirect impact on SK Telecom.

(5)    To lay the foundation for future growth as well as develop new global business opportunities, SK Telecom acquired 146.1 million shares (20.07% equity stake as of December 31, 2014 (equivalent to KRW 3.6196 trillion of net assets)) of Hynix Semiconductor Inc. (renamed SK hynix Inc. following the acquisition, “SK Hynix”) at KRW 3.3747 trillion. As the semiconductor industry is volatile and highly competitive, this may result in a financial burden for SK Telecom during difficult market conditions.

(6)    As SK Telecom’s largest shareholder and related persons hold 25.22% of SK Telecom shares, there are no particular risk factors that could pose a threat to SK Telecom’s stable management, or to its governance structure.

(7)    Although subscribers in the telecommunications market are increasing, as the market matures, the subscriber growth rate is continuing to slow, leading to greater competition among the three operators. Marketing activities conducted in violation of applicable Korean laws and regulations have resulted in monetary penalties and/or suspension of business, and imposition of additional sanctions may have an adverse effect on the number of SK Telecom’s subscribers and its reputation.

(8)    On January 31, 2013, Chairman Tae Won Chey, the largest shareholder of SK C&C Co., Ltd. (“SK C&C”) which is the holding company of the SK Group, was found guilty of violating the Act on the Aggravated Punishment, etc. of Specific Economic Crimes. The Seoul High Court sentenced him to four years in prison on September 27, 2013, and on February 27, 2014, the Supreme Court of Korea affirmed the decision and dismissed all appeals. SK Telecom believes that this final ruling would not have a material impact on SK Telecom’s financial condition and that any impact on SK Telecom’s profitability will be immaterial. However, investors should note that any deterioration in the overall reputation of the SK Group may have a direct and/or indirect adverse impact on SK Telecom, a member company of the SK Group within the meaning of the Monopoly Regulation and Fair Trade Act (the “Fair Trade Act”).

(9)    As of December 31, 2014, SK Telecom had accounts receivable of KRW 85.1 billion from specially related parties and accounts payable of KRW 410.1 billion to specially related parties, based on consolidated financial statements prepared in accordance with the International Financial Reporting Standards adopted for use in Korea (“K-IFRS”). Operating revenue generated from specially related parties in 2014 amounted to KRW 172.4 billion, which was only 1.0% of SK Telecom’s total operating revenue of 17.1638 trillion. Continued increase in transactions with specially related parties in the future can lead to SK Telecom’s earnings being influenced by the financial conditions and results of operations of affiliates and specially related parties.

SK   Broadband Co., Ltd.

(1)    SK Broadband’s business segments consist of broadband Internet / TV service (50.4%), corporate service (26.6%), and telephone services (21.5%) as of December 31, 2014. While broadband Internet service remains SK Broadband’s main source of revenue, growth is beginning to slow due to a saturated penetration rate and growing competition. Considering SK Broadband’s current marketing strategy, a dramatic decrease of subscribers is unlikely under normal market conditions; however, investors should note that higher marketing expenditures due to competitors’ efforts to increase market share may lead to a decline of SK Broadband’s revenues or market share.

(2)    While revenue growth is slow due to the stagnant growth of SK Broadband’s main business areas – broadband Internet and telephone services – IP TV and corporate subscriber increases led to an overall improvement of SK Broadband’s earnings results, contributing to a 4.52% increase in revenue to KRW 2.6544 trillion in 2014 from KRW 2.5394 trillion in 2013. However, profit for the year decreased 65% to KRW 4.307 billion in 2014 compared to KRW 12.306 billion in 2013, mainly due to tariff reductions and increased content fees and depreciation and amortization costs. Operating margin has continued to decline since 2011, amounting to 2.19% in 2014, and is lower compared to competitors. Investors should note that there exist various factors that may have an adverse impact on SK Broadband’s profitability, including higher marketing expenses due to intensified competition.

(3)    SK Broadband has sound financial flexibility, based on a credit line of KRW 100 billion and financing capacity backed by good international credit ratings. SK Broadband’s financial structure has continually improved, with a gradual decrease in total borrowings and moderate improvements of its debt ratio. However, a capital expenditure increase in 2014 led to a slight increase in borrowings, resulting in a debt ratio of 177.37%, total borrowings of KRW 1.4568 trillion, and a total borrowings to total assets ratio of 46.83% as of December 31, 2014. As such, SK Broadband’s debt ratio and total borrowings to total assets ratio are relatively high compared to its competitors. Also, decreased operating income and profit in 2014 compared to the previous year led to a decrease in its interest coverage ratio, which decreased from 1.35 as of December 31, 2013 to 1.08 as of December 31, 2014. Corporate bonds and commercial papers reaching maturity by December 31, 2015 are KRW 240 billion and KRW 70 billion, respectively. Investors should take into consideration that increases in debt may harm SK Broadband’s financial stability and profitability.

(4)    Although SK Broadband’s profit volatility is relatively high due to a smaller subscriber base compared to the market leader, SK Broadband has maintained strong cash flows including continued inflow of cash from operations. To maintain this level of cash flow, continual investments are necessary. In 2014, net additions of IP TV subscribers increased, and SK Broadband attracted more large-scale business-to-business (“B2B”) corporate subscribers. Investments to expand B2B coverage in advance to achieve revenue growth resulted in greater investments in 2014 compared to 2013, and capital expenditures increased from KRW 576.2 billion in 2013 to KRW 601.4 billion in 2014. If capital expenditures were to increase due to working capital or subscriber growth, free cash flow may decrease. While these investment activities are crucial to SK Broadband for its operations, if market conditions deteriorate in the future, such investments may adversely affect its profitability.

(5)    SK Broadband has merged with its wholly-owned subsidiaries Broadband D&M Co., Ltd. (“Broadband D&M”), Broadband CS Co., Ltd. (“Broadband CS”), and Broadband Media Co., Ltd in order to enhance its competitiveness as well as management efficiency. However, slower market growth due to a maturation of the telecommunications industry and unfavorable market conditions due to relevant policy changes may limit the profitability improvement of SK Broadband subsequent to the merger. Investors should be aware of such risks.

(6)    SK Broadband has lawsuits pending, and depending on the developments, it may become liable for related damages. As of December 31, 2014, the aggregate claimed amount of the lawsuits filed against SK Broadband is KRW 1.02 billion, which is only 0.09% of its total equity (KRW 1.1216 trillion) as of December 31, 2014, but it may have an adverse impact on SK Broadband’s results of operations. Although it is unlikely that SK Broadband’s contingent liabilities will materialize in the near future and therefore adversely affect its financial structure, if the liabilities materialize due to internal or external market condition changes, investors should note that SK Broadband’s financial structure may be adversely affected, thereby requiring continuous monitoring.

(7)    SK Broadband is a member of the SK Group, which is the fifth largest business group announced by the Fair Trade Commission (the “FTC”) based on total assets. The SK Group consists of various businesses including information communication, energy/chemicals and construction, and has a total of 85 domestic affiliates as of December 31, 2014. Large business groups designated by the FTC are subject to restrictions on debt guarantees and direct financial support between affiliates as prescribed in relevant regulations such as the Fair Trade Act. This means that direct and indirect financial support from affiliates to SK Broadband may be limited and that the business environment and brand image of affiliates may influence SK Broadband, both directly and indirectly.

(8)    SK Broadband holds the second largest market share in the broadband Internet, telephone services and IP TV market, in which the three telecommunications service providers are competing, but SK Broadband is experiencing difficulties due to high marketing expenses incurred due to intense competition. Regulatory authorities such as the Korea Communications Commission have also imposed fines and suspension of business on SK Broadband for excessive customer acquisition activities. Investors should note that if such market conditions persist, it may adversely impact not only SK Broadband’s results of operations but also its reputation.

(9)    On January 31, 2013, Chairman Tae Won Chey, the largest shareholder of SK C&C which is the holding company of the SK Group, was found guilty of violating the Act on the Aggravated Punishment, etc. of Specific Economic Crimes. The Seoul High Court sentenced him to four years in prison on September 27, 2013, and on February 27, 2014, the Supreme Court of Korea affirmed the decision and dismissed all appeals. SK Broadband believes that this final ruling would not have a material impact on its financial condition and that any impact on its profitability will be immaterial. However, investors should note that any deterioration in the overall reputation of the SK Group may have a direct and/or indirect adverse impact on SK Broadband, a member company of the SK Group within the meaning of the Fair Trade Act.

(10)  As of December 31, 2014, SK Broadband had accounts receivable of KRW 40.6 billion from specially related parties and accounts payable of KRW 105.5 billion to specially related parties. Operating revenue generated from specially related parties in 2014 amounted to KRW 653.6 billion, which was 24.6% of SK Broadband’s total operating revenue of KRW 2.6544 trillion, and mainly consisted of consignment sales through the distribution network of SK Telecom, the parent company. Continued increase in transactions with specially related parties in the future can lead to SK Broadband’s earnings being influenced by the financial conditions and results of operations of affiliates and specially related parties.

(11)  On March 11, 2014, Busan Nambu Police Station charged 18 suspects with illegally selling, distributing, purchasing, and wrongfully using 12.3 million pieces of personal information, and published a press release that all breached data have been confiscated and that it has notified relevant companies and authorities to develop countermeasures. However, based on SK Broadband’s internal investigation to date, such leakage was traced back to the independent retailers (not contractually related to SK Broadband) where the affected customers subscribed to its services, with no involvement of SK Broadband. On December 29, 2014, civil organizations including the People’s Solidarity for Participatory

Democracy (PSPD) and the Hope Solidarity Union held a press conference, during which they raised issues related to the illegal collection and leakage of personal information at LG U+’s center in northern Busan and SK Broadband’s home customer center in Seongbuk, Seoul. They also claimed that SK Broadband’s Seongbuk center (operated by Inhwa Broadband) did not dispose of personal information of customers who had terminated their services and used it for illegal marketing activities. SK Broadband plans to investigate the facts and take appropriate measures in accordance with the contract provisions between it and its contractor, Inhwa Broadband, and will continue to strengthen the monitoring and management of customer data security.

Other Risks

(1)    As of the date of submission of the Securities Registration Statement, SK Broadband’s largest shareholder, SK Telecom, holds 50.56% of SK Broadband. However, the extraordinary resolution by a general meeting of shareholders requires the approval of two-thirds (2/3) of the voting rights of the participating shareholders and one-third (1/3) of the total issued shares. SK Broadband’s general meetings of shareholders have never rejected an agenda item put to vote, but as SK Telecom is not the sole holder of voting rights for the approval of the exchange of SK Broadband’s common shares into SK Telecom’s common shares (the “Share Exchange”), the Share Exchange may be cancelled if the general meeting of shareholders votes against it.

(2)    The volatility of SK Telecom shares may increase due to various factors, and investors should note that the use of treasury shares for this Share Exchange may expose them to such risk of volatility in stock value of SK Telecom shares. Also, in connection with the Share Exchange, shareholders of one common share of SK Broadband will be allotted 0.0168936 common shares of SK Telecom, and the exchange ratio will not change depending on stock price changes of SK Telecom or SK Broadband but is fixed. As a result, there may be a risk that the value of the allotted shares of SK Telecom may change.

Treasury shares acquired by SK Broadband as a result of appraisal rights exercised during the period between the execution of the share exchange agreement entered into in connection with the Share Exchange (the “Share Exchange Agreement”) and the Share Exchange Date are to be purchased by SK Telecom, and treasury shares acquired by SK Broadband after the Share Exchange Date will be exchanged for common shares of SK Telecom.

(3)    Investors should note that as trading of SK Broadband shares are to be suspended during the period beginning on the date (June 5, 2015) that is two business days prior to the Share Exchange Date and ending on the last day for submission of SK Broadband’s old share certificates (June 8, 2015), the liquidity of such shares may be limited.

(4)    Matters related to appraisal rights

SK Telecom Co., Ltd.

As SK Telecom intends to proceed with the Share Exchange as a small-scale share swap in accordance with Article 360-10 of the Korean Commercial Code (the “KCC”), shareholders of SK Telecom are not granted any appraisal rights. However, pursuant to Article 360-10(5) of the KCC, in the event that shareholders that collectively hold 20% or more of the total issued shares of SK Telecom dissent, this small-scale share swap procedure must be replaced by a general share exchange procedure. In such case, appraisal rights will be granted to shareholders of SK Telecom dissenting from the Share Exchange in accordance with Article 360-5 of the KCC. The expected share purchase price of SK Telecom determined in accordance with Article 176-7(3) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act of Korea (the “FSCMA”) is KRW 283,121. Such price is the price proposed by SK Telecom to its shareholders for consultation, and in accordance with Article 165-5(3) of the FSCMA, if SK Telecom or the shareholder exercising the appraisal rights contests such share purchase price, it may request a court determination of the share purchase price.

Although SK Telecom intends that the Share Exchange will proceed in accordance with the procedures for a small-scale share swap, if written notices of dissent are given by shareholders that collectively hold 20% or more of the total number of issued and

outstanding shares of SK Telecom between April 6, 2015 and April 20, 2015 (such period, the “Dissent Filing Period”), SK Telecom may not proceed with the Share Exchange as a small-scale share swap pursuant to Article 360-10(5) of the KCC.

In such case, if SK Telecom does not provide SK Broadband a written notice of termination of the Share Exchange Agreement within 30 days after the end of the Dissent Filing Period, SK Telecom will need to receive approval for the Share Exchange Agreement through a general meeting of shareholders and SK Telecom will disclose the relevant schedule to shareholders in a timely manner.

Investors should note that the Share Exchange may be cancelled if SK Telecom provides SK Broadband a written notice of termination of the Share Exchange Agreement within 30 days after the end of the Dissent Filing Period.

SK Broadband Co., Ltd.

The expected share purchase of SK Broadband in case appraisal rights are exercised, determined in accordance with Article 176-7(3) of the Enforcement Decree of the FSCMA is KRW 4,645. Such price is the price proposed by SK Broadband to its shareholders for consultation, and in accordance with Article 165-5(3) of the FSCMA, if SK Broadband or the shareholder exercising the appraisal rights contests such share purchase price, it may request a court determination of the share purchase price.

Treasury shares acquired following the execution of the Share Exchange Agreement and prior to the Share Exchange Date as a result of the dissenting shareholders’ exercise of appraisal rights are expected to be transferred to SK Telecom in accordance with the share transfer agreement between SK Telecom and SK Broadband, and treasury shares acquired after the Share Exchange Date are expected to be transferred to SK Telecom in accordance with the Share Exchange, which will be exchanged for common shares of SK Telecom. As a result of such transactions, SK Broadband may be exposed to a possible violation of Article 342-2 of the KCC and Articles 8-2(5) and 9 of the Fair Trade Act, and thus SK Broadband plans to dispose of such shares promptly.

Investors should note that such disposal of shares may impact SK Telecom’s share price.

(5)    The aggregate number of registered common shares that SK Telecom will allot to shareholders of Broadband as a result of the Share Exchange in accordance with the share exchange ratio will be 2,471,883 shares. In the event shareholders of SK Broadband exercise their appraisal rights, the number of allotted shares can decrease, but if all of the allotted shares are exchanged, SK Telecom can be subject to a corporate tax of up to approximately KRW 48 billion for the profit incurred by the disposal of treasury shares. If the Share Exchange satisfies each condition under Article 38(1) of the Tax Reduction and Exemption Control Act, SK Telecom will be exempt from paying the relevant securities transaction tax.

(6)    The parties to the Share Exchange may be exposed to various unpredictable situations related to business activities that may lead to lawsuits, regulatory restrictions and penalties, and other legal risks during the process of or in connection with the Share Exchange, which may have an adverse financial impact, including financial losses, on them.

At this time, it is impossible to predict whether or not such lawsuits will arise in the future, and the parties may not discount the possibility that these lawsuits and their results may have a negative impact on the reputation and business activities of the parties to the Share Exchange and the SK Group. Investors should also note that any such lawsuit may have an adverse impact on the Share Exchange, including a cancellation of the Share Exchange process depending on the progress and outcomes of such lawsuits.

(7)    The schedule set forth in the Securities Registration Statement is not final and is subject to change if grounds for amendment occur during the public disclosure evaluation process of the Financial Supervisory Service of Korea (the “FSS”).

(8)    Investors should not make investment decisions solely based on the aforementioned investment risks, and note that such decisions must be made independently.

(9)    There are no agreements for put options, call options, put-back options, etc. between the parties to the Share Exchange or with a third party in relation to the Share Exchange.

(10)  The standards of supervision over listed companies are becoming stricter, and should SK Telecom violate such standards or related regulations, various penalties may be imposed on SK Telecom, including suspension of stock trading, designation as an issue for administration, and delisting by the Korea Exchange Inc. (the “Korea Exchange”). Investors should pay attention to Article 75, Article 80, and Article 80-2 of the Enforcement Rules of the KRX KOSPI Market Listing Regulations. For detailed content, please refer to the Korea Ministry of Government Legislation (http://law.go.kr), the FSS (http://fss.or.kr), and the Korea Exchange (http://law.krx.co.kr).

(11)  The Securities Registration Statement, this Prospectus and other added documents are subject to change if grounds for amendment occur during the FSS’s public disclosure evaluation process, and if content related closely to investment decisions are changed, it may have an impact on the schedule of major events. Also, investors should note that the schedule is subject to change due to the overall process of cooperation with related institutions, and keep monitoring such changes. The effectiveness of the Securities Registration Statement pursuant to Article 120(3) of the FSCMA is not an acknowledgement of the truthfulness or accuracy of the matters contained therein nor the Government’s guarantee or approval of the value of the securities, and investors are solely responsible with respect to the investment decision regarding the securities.

The contents of the Securities Registration Statement are current as of the date thereof, and other than the information provided therein, there are no matters that may result in a material change in or significant impact on the assets, liabilities, cash flows and profits and losses.

The regular and non-regular public disclosure matters of the parties to the Share Exchange, such as business reports (including quarterly and half-year reports) and audit reports, are publicly disclosed on the FSS e-Disclosure System (http://dart.fss.or.kr), and updates on the progress of the Share Exchange will also be publicly disclosed. Please refer to such disclosures when making an investment decision.

(12)  The effectiveness of the Securities Registration Statement pursuant to Article 120(3) of the FSCMA is not an acknowledgement of the truthfulness or accuracy of the matters contained therein nor the Government’s guarantee or approval of the value of the securities.

(13)  The regular and non-regular public disclosure matters of the parties to the Share Exchange, such as business reports and audit reports, are publicly disclosed on the FSS e-Disclosure System (http://dart.fss.or.kr). Please refer to such disclosures when making an investment decision.

1.      Risk Factors That May Impede the Consummation of the Share Exchange

A.     Risks Relating to the Terms of the Share Exchange

1.      Upon the occurrence of certain events, the comprehensive Share Exchange Agreement shall lose effectiveness retroactively without additional measures to be taken by the parties, and the Share Exchange will be cancelled accordingly.

2.      The Share Exchange Agreement may be amended or terminated in accordance with the following terms.

1) Following the execution of the Share Exchange Agreement and prior to the Share Exchange Date, in the event any matter related to the terms of the Share Exchange Agreement is in breach of applicable laws and/or accounting standards, SK Telecom and SK Broadband may amend the Share Exchange Agreement by written agreement to comply with such applicable laws and/or accounting standards.

2) Following the execution of the Share Exchange Agreement and prior to the Share Exchange Date, in the event any of the following occurs, SK Telecom and SK Broadband may by mutual written agreement terminate or amend the Share Exchange Agreement:

•     a natural disaster or other material change to the assets and operation of SK Telecom or SK Broadband;

•     failure to obtain approvals necessary for the Share Exchange from the Government or related agencies or any breach of applicable law due to the Share Exchange which cannot be cured; or

•     other causes which make it impossible to maintain the Share Exchange Agreement, including the unfairness of the share exchange ratio.

3.      Following the execution of the Share Exchange Agreement, if written notices of dissent are given by shareholders that collectively hold 20% or more of the total number of issued and outstanding shares of SK Telecom with respect to the Share Exchange (for which the approval of the general meeting of shareholders is substituted by the approval of the board of directors), SK Telecom may terminate the Share Exchange Agreement by notifying SK Broadband in writing within 30 days after the end of the Dissent Filing Period.

4.      In the event that the events set forth in 1. to 3. above occur, such that the Share Exchange Agreement is no longer effective or terminated, then any appraisal rights that were exercised will no longer be effective, and SK Telecom and SK Broadband may reject the purchase of shares for which any appraisal rights were exercised.

5.      Costs related to the Share Exchange may increase in the event the shares applicable for exercise of appraisal rights amount to a substantial volume, and this may have an adverse impact on SK Telecom’s financial position by decreasing its capital.

1) As SK Telecom intends to proceed with the Share Exchange as a small-scale share swap in accordance with Article 360-10 of the KCC, shareholders of SK Telecom are not granted any appraisal rights. However, pursuant to Article 360-10(5) of the KCC, in the event that shareholders that collectively hold 20% or more of the total issued shares of SK Telecom dissent, this small-scale share swap procedure must be replaced by a general share exchange procedure. In such case, appraisal rights will be granted to shareholders of SK Telecom dissenting from the Share Exchange in accordance with Article 360-5 of the KCC.

The acquisition of shares for which appraisal rights are exercised may entail substantial financial expenditure, which will increase the Share Exchange costs as well as decrease SK Telecom’s capital, thereby possibly having an adverse impact on SK Telecom’s financial position. Dissenting shareholders of SK Broadband can exercise appraisal rights as prescribed in the relevant law. Substantial financial expenditure from acquiring the shares of dissenting shareholders may have an adverse impact on SK Broadband’s liquidity until the disposal of such shares.

2) When appraisal rights are exercised, in accordance with the calculation method prescribed in Article 165-5(3) of the FSCMA and Article 176-6(3) of its Enforcement Decree, the share purchase price of SK Telecom is calculated as KRW 283,121, and the share purchase price of SK Broadband, as KRW 4,645. These are proposed prices by the companies for consultation, and failure to reach an agreement on the share purchase price can be resolved as follows.

If no agreement is reached on the share purchase price: In accordance with Article 165-5(3) of the FSCMA, if the applicable company or the shareholder exercising the appraisal rights contests such share purchase price, it may request a court determination of the share purchase price.

Note: In the event that the shareholders contesting the above expected share purchase price request determination of the share purchase price by a court, such request will not affect the Share Exchange procedures, and the purchase price determined by such request shall have effect only with respect to those shareholders who made such request.

B.     Risk of Cancellation of Share Exchange Agreement Due to Failure to Receive Consents or Approvals Pursuant to Applicable Laws

C.     Possibility of Cancellation of the Share Exchange at the Meeting of the Board of Directors or the General Shareholders’ Meeting

2.      Share Exchange and Possibility of Delisting

A.     Scheduled Date of the Share Exchange

B.     Possibility of Delisting

Form

Event

SK Telecom Co., Ltd.

Resolution of the boards of directors

Record date for shareholder register and closure notice

March 20, 2015
-SK Telecom shall

disclose record date

for dissenting on small-scale swap pursuant to Article
360-10 of the KCC.

Date of Share Exchange Agreement

Record date

Dispatch of notice of convening shareholders’ meeting

Period for filing notice of dissent

Shareholders’ meeting or meeting of board of directors for approval of the Share Exchange

Appraisal right exercise period

Public announcement and delivery of notices regarding share effectiveness of the Share Exchange

Payment of share purchase price (tentative)

Deadline for submission of old share certificates (tentative)

Date of the Share Exchange (tentative)

Date of registration of Share Exchange (tentative)

Submission of delisting application (tentative)

Application date of new listing of shares (tentative)

Delivery of share certificates (tentative)

Date of new listing of shares (tentative)

Delisting date (tentative)

Share Exchange Ratio

External Appraisal Organization

Shares to be Exchanged

Payment of Consideration

Company Name

Classification

Number of Issued Shares

Total Assets

Share Capital

Parent company

65, Eulji-ro, Jung-gu

Seoul 100-999, Korea

24, Toegye-ro, Jung-gu

Seoul 100-711, Korea

Name

In-Chan Lee

Seung-Yun Ahn

SK Telecom

Tae-Chul Chung

SK Telecom

WonYoung Yun

SK Telecom

Young-Tae Song

Ehwa Diamond
Industrial Co.,
Ltd.

Name

Son-ku Kim

Economics
Dept.,

Professor

Yoon Oh

Law Dept.,

Professor

Myeong- Hyeon Cho

Business
Administration
Dept.,

Professor

Jong-Ryeol Kang

SK Telecom

Jong-Won Kim

SK Telecom

Chang-Suk Shin

SK Telecom

Seung-Cheon Yang

SK Broadband

Sang-Heon Lee

SK Broadband

John Choi

SK Broadband

Representative Director Seung-Yun Ahn

Outside Director (and Audit Committee Member) Young-Tae Song

Business

Fixed-line telecommunication services

Fixed-line telecommunication services

Total

Name

SK Telecom Co., Ltd.

Shin Won Chey

Myung Hyun Cho

Total

Classification

Assets

Current Assets

Cash and cash equivalents

Short-term financial instruments

Trade and other receivables, net

Inventories, net

Income tax refund receivable

Other current assets

Non-current Assets

Long-term financial instruments

Long-term investment securities

Long-term trade and other receivables

Investments in associates

Property and equipment, net

Investment property

Intangible assets

Other non-current assets

Long-term derivative financial assets

Total Assets

Liabilities

Current Liabilities

Accounts payable – other

Current portion of debentures and long-term borrowings, net

Other current financial liabilities

Other current liabilities

Non-current Liabilities

Long-term payables – other

Long-term debentures and borrowings, excluding current portion

Other non-current financial liabilities

Long-term derivative financial liabilities

Defined benefit liabilities

Long-term provisions

Other non-current liabilities

Total Liabilities

Classification

Equity

Share capital

Capital surplus and other capital adjustments

Accumulated deficit

Reserves

Total Equity

Total Liabilities and Equity

Classification

Operating revenue

Operating expense

Labor cost

Depreciation and amortization

Telecommunication equipment lease expenses

Sales commissions paid

Interconnection charges

Commissions paid

Cost of products that have been resold

Advertising

Maintenance

Utilities

Bad debt

Loss on valuation of inventory

Other operating expenses

Operating income

Finance income

Finance costs

Other non-operating income

Other non-operating expenses

Gains (Losses) relating to investments in associates

Profit before income tax

Income tax expense

Profit for the year

Earnings per share:

Basic earnings per share

Classification

Profit for the year

Other comprehensive income (loss)

Items that will not be reclassified to profit or loss:

Remeasurement of defined benefit liabilities

Items that are or may be reclassified subsequently to profit or loss:

Net change in fair value of available-for-sale financial assets

Net change in unrealized fair value of available-for-sale financial assets

Net change in unrealized fair value of derivatives

Reclassification adjustments relating to derivatives settled in the year

Total comprehensive income (loss)

Term

Auditor

Audit Opinion

2014

2013

2012

Classification

Parent company

Wholly-owned subsidiary after the Share

Exchange

Company Name

Location

65, Eulji-ro, Jung-gu

Seoul 100-999, Korea

24, Toegye-ro, Jung-gu

Seoul 100-711, Korea

Listing Status

Certain Subsidiaries

Event

SK Telecom Co., Ltd.

Resolution of the boards of directors

Record date for shareholder register and closure notice

March 20, 2015
-SK Telecom shall

disclose record date

for dissenting on small-scale swap pursuant to Article
360-10 of the KCC.

Date of Share Exchange Agreement

Record date

Dispatch of notice of convening shareholders’ meeting

Period for filing notice of dissent

Shareholders’ meeting or meeting of board of directors for approval of the Share Exchange

Appraisal right exercise period

Public announcement and delivery of notices regarding share effectiveness of the Share Exchange

Payment of share purchase price (tentative)

Deadline for submission of old share certificates (tentative)

Date of the Share Exchange (tentative)

Date of registration of Share Exchange (tentative)

Submission of delisting application (tentative)

Application date of new listing of shares (tentative)

Delivery of share certificates (tentative)

Date of new listing of shares (tentative)

Delisting date (tentative)

Item

Reference share price (KRW)

- Percentage of discount or premium

Average of the asset/profit values

- Asset value

- Profit value

Exchange consideration / share

Share exchange ratio

- Relative value

Item

Calculation Period

(i)   Weighted average of the share prices for the most recent one-month period

(ii)  Weighted average of the share prices for the most recent one-week period

(iii) Closing share price on the calculation date

Reference share price [((i) + (ii) + (iii)) / 3]

Date

February 23, 2015

February 24, 2015

February 25, 2015

February 26, 2015

February 27, 2015

March 2, 2015

March 3, 2015

March 4, 2015

March 5, 2015

March 6, 2015

March 9, 2015

March 10, 2015

March 11, 2015

March 12, 2015

March 13, 2015

March 16, 2015

March 17, 2015

March 18, 2015

March 19, 2015

Item

Weighted average of the closing prices for

the most recent one-month period

Weighted average of the closing prices for

the most recent one-week period

Item

(i)     Weighted average of the share prices for the most recent

         one-month period

(ii)    Weighted average of the share prices for the most recent

         one-week period

(iii)  Closing share price on the calculation date

Reference share price [((i) + (ii) + (iii)) / 3]

Date

February 23, 2015

February 24, 2015

February 25, 2015

February 26, 2015

February 27, 2015

March 2, 2015

March 3, 2015

March 4, 2015

March 5, 2015

March 6, 2015

March 9, 2015

March 10, 2015

March 11, 2015

March 12, 2015

March 13, 2015

March 16, 2015

March 17, 2015

March 18, 2015

March 19, 2015

Item

Weighted average of the closing prices for the most recent one-month period

Weighted average of the closing prices for the most recent one-week period

Classification

Basis of Calculation

Advisory fees

Other costs

Total

If no agreement is reached on the share purchase price

Classification

Number of Subscribers

Subscriber Growth Rate

Classification

Number of Subscribers

Subscriber Growth Rate

Source: MSIP

[Percentage of LTE Subscribers out of Total Wireless Subscribers]

Classification

SK Telecom

KT

LG U+

Total

Classification

Number of Subscribers