Report of Foreign Issuer (6-k)
March 28 2017 - 6:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF MARCH 2017
Commission File Number:
333-04906
SK Telecom Co., Ltd.
(Translation of registrant’s name into English)
Euljiro
65(Euljiro2-ga),
Jung-gu
Seoul 04539, Korea
(Address of principal executive office)
Indicate by
check mark whether the registrant files or will file annual reports under cover of Form
20-F
or Form
40-F.
Form
20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by
Regulation
S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is
submitting the Form
6-K
in paper as permitted by Regulation
S-T
Rule 101(b)(7): ☐
Results of the Annual General Meeting of Shareholders
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1.
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Approval of Financial Statements for the 33
rd
Fiscal Year : Approved as originally submitted
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The 33
rd
Fiscal Year (Fiscal Year ended December 31,
2016)
(in millions of Won, except for basic earnings per
share)
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Consolidated
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• Total Assets
• Total
Liabilities
• Share Capital
• Total Equity
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31,297,663
15,181,233
44,639
16,116,430
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• Operating Revenue
• Operating
Income
• Profit
for the Year
• Basic Earnings per Share (Won)
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17,091,816
1,535,744
1,660,101
23,497
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Separate
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• Total Assets
• Total
Liabilities
• Share Capital
• Total Equity
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25,448,574,
11,191,620
44,639
14,256,954
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• Operating Revenue
• Operating
Income
• Profit
for the Year
• Basic Earnings per Share (Won)
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12,350,479
1,782,172
1,217,274
17,001
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(1) Prepared in accordance with International Financial
Reporting Standards as adopted in Korea
(2) Opinion of independent auditors:
Unqualified
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< Approval of Cash Dividends>
(in Won, except for percentages)
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Cash Dividends
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Dividend per Share
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Common Stock
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Year-end
Dividend
Interim Dividends
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9,000
1,000
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Total Cash Dividend
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708,091,600,000
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Market Dividend Rate (%)
(including interim dividend)
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Common Stock
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4.3
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Preferred Stock
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—
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2
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2.
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Amendment to the Articles of Incorporation : Approved as originally submitted
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Before the Amendment
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Before the Amendment
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Remarks
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The Company will survive in the rapidly changing world and continue to improve and develop to endure long-term benefits for its shareholders.
For this purpose, the Company will establish its management philosophy as follows and carry out its management activities based thereon.
[Corporate View]
The Company will keep its stability and growth to continue to prosper and develop, through which the Company will create its value for its customers, members
and shareholders, play a key role in the social and economic development and contribute to the happiness of human being.
[Social Values]
The Company will continue to satisfy its customers, obtain trust from them and ultimately develop together with the customers. The Company will arrange
environments to allow its members to voluntarily and enthusiastically engage in its activities and the members will contribute to the corporate development while they work for the Company. The Company will heighten its values to create values for
its shareholders and for this purpose, the Company will secure transparency and effectiveness in its management practices. The Company will contribute to the society through social and cultural activities as well as to the economic development and
will do its best to manage the Company in compliance with the social norms and
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The Company will survive in the rapidly changing world and continue to improve and develop to endure long-term benefits for its
shareholders. For this purpose, the Company will establish its management philosophy as follows and carry out its management activities based thereon.
The Company will keep its stability and growth to continue to prosper and develop, through which the Company will create its value for its customers, members
and shareholders, play a key role in the social and economic development and contribute to the happiness of human being.
The Company will continue to satisfy its customers, obtain trust from them and ultimately develop together with the customers.
The Company will
ensure that its members develop with a sense of achievement in
their work
and the members will contribute to the corporate development while they work for the Company.
The Company will
continue to increase its value so as to continuously create value
for its shareholders.
The Company will
grow along with the community through the creation of social
values in addition to facilitating economic prosperity.
The Company will make
an effort to find a balance between the happiness of stakeholders and consider this in both the present and the future to remain sustainable over the long-term
(amended on March
24, 2017).
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Amended with focus on the happiness of stakeholders while succeeding the existing management philosophy of SKMS(SK Management System)
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3
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Article
10-3.
Stock Option
(4) The number of officers and employees to be granted with Stock Option shall not exceed
50% of the total number of officers and employees. The Stock Option that can
be granted to each person shall not exceed 1/5000 of total issued and
outstanding shares (amended on March 17, 2000).
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Article
10-3.
Stock Option
(4) The number of officers and employees to be granted with Stock Option shall not exceed
50% of the total number of officers and employees. The Stock Option that can be granted to each person shall not exceed
1/100
of total issued and outstanding shares
(amended on March 24, 2017).
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Intended to change the upper limit of Stock Option to be granted to an officer or employee
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<Newly established>
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Addendum No.
26 (as of March
24, 2017)
Article 1. Date of Effectiveness
These Articles of Incorporation shall take effect as of March
24, 2017.
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-
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4
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3.
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Approval of the Appointment of Directors : Approved as originally submitted
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(1) Elected Executive Director(Park, Jung Ho)
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Name
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Term
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Profile
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Remarks
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Park, Jung Ho
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3 years
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☐
Education
• B.A., Korea
University(Business Administration) (‘88)
• M.B.A., George Washington University
☐
Career
• CEO, SK Telecom
Co., Ltd.(’17 ~ Present)
• CEO(C&C), SK Holdings Co., Ltd. (‘15~ ‘16)
• Head of Corporate
Development Office, SK C&C Co., Ltd.(‘13~’14)
• Head of Business Development Office, SK Telecom Co., Ltd (’12)
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New Appointment
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(2)
Elected
Non-Executive
Director(Cho, Dae Sik)
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Name
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Term
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Profile
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Remarks
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Cho, Dae Sik
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3 years
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☐
Education
• B.A. In Sociology,
Korea University
• M.B.A. Clark University
☐
Career
• Chairman, SK SUPEX
Council(‘17~Present)
• Director, SK Holdings Co., Ltd. (’13 ~ Present)
• CFO, Head of
Finance Division and Risk Mgmt. & Corporate Auditing Office, SK Holdings(’12)
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Current
Director
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5
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(3) Elected Independent
Non-Executive
Directors
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Name
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Term
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Profile
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Remarks
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Lee, Jae Hoon
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3 years
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☐
Education
• Bachelor in
Economics, Seoul National University(’78)
• MS in Applied Economics, University of Michigan at Ann Arbor(’87)
• Ph.D. in Public
Administration, Sungkyunkwan University(’02)
☐
Career
• Assistant Minister, Ministry of Commerce, Industry and Energy(’07)
• Vice Minister,
Ministry of Commerce, Industry and Energy(‘07~’08)
• Vice Minister, Ministry of Knowledge Economy (‘08~’09)
• President, Korea
Polytechnic University(‘14~Present)
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Current
Director
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Ahn, Jae Hyeon
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3 years
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Education
• Bachelor of Science
in Industrial Engineering, Seoul National University(‘78)
• Master of Science in Industrial Engineering, Seoul National University(’87)
• Ph.D. in Decision
Analysis, Stanford University(’02)
☐
Career
• Senior Technical
Staff Member, AT&T Bell Labs(‘93~’98)
• President, Korea Media Management Association(’11)
• Dean, College of
Information and Media Management, KAIST(‘11~’13)
• Vice President, College of Business, KAIST(‘13~’15)
• Professor, Advanced
Innovative Management Program, KAIST(‘15~Present)
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Current
Director
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6
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Ahn, Jung Ho
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3 years
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☐
Education
• Bachelor in
Electrical Engineering, Seoul National University(’00)
• Bachelor in Electrical Engineering, Stanford University(’02)
• Ph.D. in Electrical
Engineering, Stanford University(’07)
☐
Career
• Senior Research
Scientist, Exascale Computing Lab, HP Labs(‘07~’09)
• Visiting Scholar, Google Inc.(’16)
• Assistant
Professor, Graduate School of Convergence Science and Technology, Seoul National University (’09 ~ ‘13)
• Associate Professor, Graduate School of Convergence Science and Technology, Seoul
National University (’13 ~ Present)
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New Appointment
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7
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4.
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Approval of the Appointment of Members of the Audit Committee : Approved as originally submitted
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(1) Elected Members of the Audit Committee
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Name
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Term
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Profile
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Remarks
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Lee, Jae Hoon
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3 years
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☐
Education
• Bachelor in
Economics, Seoul National University(’78)
• MS in Applied Economics, University of Michigan at Ann Arbor(’87)
• Ph.D. in Public
Administration, Sungkyunkwan University(’02)
☐
Career
• Assistant Minister, Ministry of Commerce, Industry and Energy(’07)
• Vice Minister,
Ministry of Commerce, Industry and Energy(‘07~’08)
• Vice Minister, Ministry of Knowledge Economy (‘08~’09)
• President, Korea
Polytechnic University(‘14~Present)
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Current
Director
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Ahn, Jae Hyeon
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3 years
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☐
Education
• Bachelor of Science
in Industrial Engineering, Seoul National University(‘78)
• Master of Science in Industrial Engineering, Seoul National University(’87)
• Ph.D. in Decision
Analysis, Stanford University(’02)
☐
Career
• Senior Technical
Staff Member, AT&T Bell Labs(‘93~’98)
• President, Korea Media Management Association(’11)
• Dean, College of
Information and Media Management, KAIST(‘11~’13)
• Vice President, College of Business, KAIST(‘13~’15)
• Professor, Advanced
Innovative Management Program, KAIST(‘15~Present)
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Current
Director
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8
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5.
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Approval of Ceiling Amount of the Remuneration for Directors : Approved as originally submitted.
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The number of directors and total amount and maximum authorized amount of compensation of directors are as follows:
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Fiscal year 2016
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Fiscal year 2017
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Number of directors (Number of independent
non-executive
directors)
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6 persons (4 persons)
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6 persons (4 persons)
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Total amount and maximum authorized amount of compensation of directors
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Won 12 billion
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Won 12 billion
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9
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6.
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Stock Option Grant : Approved as originally submitted
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(1)
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Recipient : Park, Jung Ho (Chief Executive Officer)
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(2)
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Share Type : Common Share (treasury shares)
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(3)
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Grant Date : March 24, 2017
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(4)
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Number of Shares : 66,504 shares
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(5)
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Exercise Period and Exercise Price
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22,168 shares
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22,168 shares
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22,168 shares
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Exercise Period
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Starts
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March 25, 2019
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March 25, 2020
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March 25, 2021
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Ends
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March 24, 2022
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March 24, 2023
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March 24, 2024
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Exercise Price
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Won 246,750
1)
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Won 266,490
(Won 246,750 x 1.08)
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Won 287,810
(Won 246,750 x (1.08)
2
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1)
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Arithmetic mean of volume weighted average closing prices from the following periods prior to the grant date: two months, one month, one week
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(6)
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Other Noteworthy Matters
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•
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The recipient’s right to exercise all or part of the stock options, as the case may be, shall automatically terminate if the recipient is not continuously employed by the Company for a period of two years from the
date of the stock option grant or if the recipient is not employed by the Company at the commencement of a relevant exercise period.
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•
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Other terms of the stock option grant shall be governed by applicable laws and regulations, the Company’s articles of incorporation and the stock option grant agreement.
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10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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SK T
ELECOM
C
O
., L
TD
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(Registrant)
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By:
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/s/ Lee, Sunghyung
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(Signature)
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Name:
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Lee, Sunghyung
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Title:
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Senior Vice President
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Date: March 28, 2017
11
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