the 2nd Annual General Meeting of Shareholders March 21, 2003 Proposed Agenda - translation – This material is a English translated version of the original proposed agenda in Korean. Legal consultation was not taken regarding translation.

- Approval of balance sheet, income statement, and statement of appropriations of retained earnings for the fiscal year ended December 31, 2002 (from January 1, 2002 to December 31, 2002) [ Balance Sheet ][ Income Statement ][ Retained Earnings ] (KRW MN) Agenda 1

- Amendment of articles of incorporation : Article 2, Article 25, Article 26 before amendedafter amended remark Article 25. (Chairman of the Board of Directors) The Chairman shall be the chairman of the Board of Directors. In the absence or accident of the Chairman, the Vice Chairman, the President, the Vice President, and the Managing Directors shall perform his duty in the above order of priority. Article 25. (Chairman of the Board of Directors) ① The Company may elect the chairman of the Board of Directors from among the directors by a resolution of the Board of Directors. ② In the absence or accident of the chairman, a director shall perform his duty in the order of priority resolved by the Board of Directors. Article 2. (Objectives) newly added Article 2. (Objectives) 1.~30. same as before 31. To engage in the agency business for logistics and transportation business ; 32.~38. change of number Amendment to help the directors conduct their duties smoothly Addition of objectives Agenda 2 Article 26. (Convening of the Meeting of the Board of Directors) Meetings of the Board of Directors shall be convened by the Chairman. --- Article 26. (Convening of the Meeting of the Board of Directors) Meetings of the Board of Directors shall be convened by the chairman of the Board of Directors. ---

- Amendment of articles of incorporation : Article 34-1, 35 before amendedafter amended remark newly added Article (Retirement of Shares) ① The Company may retire shares by a resolution of the Board of Directors to the extent of profit distributable as dividends to shareholders. ② In case the Company retire shares as described in Paragraph 1, standard and procedure will be determined in accordance with Article of the Securities and Exchange Act. Article 35. (Dividends) ④ In case of cash dividends, the Company may pay dividends to the shareholders registered as of the date appointed by a resolution of the Board of Directors only one time during each fiscal year. Article 35. (Dividends) ④ omitted To add an Article in accordance with the Article of the Commercial Code and the Article 189 of the Securities and Exchange Act To describe specifically in the Article 35-1

- Amendment of articles of incorporation : Article 35-1 before amendedafter amended remark newly added Article (Interim Dividends) ① The Company may pay interim dividends described in the provisions of the Securities and Exchange Act to the shareholders registered in the register of shareholders as of 0:00 AM on the 1st day of July of each fiscal year. Such interim dividends shall be paid in cash. ② Notwithstanding that interim dividends described in the above paragraph shall be paid by a resolution of the Board of Directors, the procedure and amount shall be determined in accordance with the Securities and Exchange Act. ③ With respect to the distribution of interim dividends on the new shares issued after beginning of a fiscal year (including reserves transferred to capital, stock dividends, conversion of convertible bonds, and exercise of warrants of bonds with warrants), such shares shall be deemed to have been issued at the end of the preceding fiscal year. To describe dividends specifically

- Amendment of articles of incorporation : Addenda before amendedafter amended remark newly added Addenda Article 1. (Effective Date) Articles of Incorporation herein become effective as of March 13, 2003

- Election of Directors : 8 directors including 4 independent directors Myeong Jae Cho Yoon Young Lee Mal Kil Kang - Born in Joined Rakhee Chemical Industry Vice President of LG Chemical Chief of Household&Health Care CU of LG Chemical CEO of LG Household & Health Care * President of LG Management Development Ins. - Born in Joined Lucky Ltd Managing Director of Planning & Coordination of LG Chemical * CFO of LG Household & Health Care - Born in CPA Vice President of LG Mart * CEO of LG Mart Seung-Joo Lee Suk Yong Cha Youjae Yi - Born in Research Associate at Harvard Business School Director of Research at McKinsey Seoul Office * Associate Professor at Korea Development Institute - Born in Joined P&G(USA) CEO of Ssang Yong Paper Industry CEO of HaiTai Confectionary * CEO of HaiTai Confectionary - Born in PhD of BA, Stanford University Associate Professor of Business Administration at Seoul National University * Associate Professor of Business Administration at Seoul University ■ Director to be newly elected : Directors(Independent) Directors Agenda 3 Myung-Ja Kim - Born in July Dean of Science faculty, Sook Myung Women’s University Member of Korean Committee of UNESCO Commissioner of the National Science and Technology Council – 2002 Minister of Environment of Korea Seok Won Choi - Born in August Joined Lucky Ltd Executive Director of LG Chemical CFO of LG Household & Health Care Chief of Household Products Division * CEO of LG Household & Health Care

- Approval of ceiling on remuneration for Directors (Unit : KRW MN) Agenda 4