Regulations Governing Public Tender Offers for Securities of Public Companies Article 24

"Legitimate reason" in Paragraph 3 of Article 43-5 of the Act refers to any of the following:1. Circumstances set forth in Paragraph 2 of Article 7.2. Where consent has been given by a resolution of the board of directors of the public company whose securities are being acquired, as evidenced by supporting documents. However, this shall not apply where the entirety of the body of directors of the public company whose securities are being acquired does not conform to the provisions of Article 26 of the Act.3. Where the Offeror's failure to complete the public tender offer in the previous instance was caused by another domestic competent authority not yet having issued its review results, and that authority subsequently made a decision of approval.4. Other legitimate reasons.