Exchange EBs for our common shares

7 Jun 2006 10:15

(Exchange EBs for our common shares) RE: Changes in connection with the disposal of our treasury shares in the eventwe are unable to exchange exchangeable bonds for our common shares.Prior to the amendment: In the event we are unable to exchange exchangeablebonds (the "EBs") for our common shares due to certain limitations on foreignownership set forth under the Telecommunication Business Act, bondholders maybe paid in cash in lieu of shares (such cash to be acquired through the sale ofour treasury shares on the open market). The amount payable to bondholders inlieu of shares would equal the aggregate value of the shares the bondholdersshould otherwise have received in exchange for the EBs, calculated based on thevolume weighted average price of such shares during the period specified by thebondholder in accordance with the Indenture.As amended: In the event we are unable to exchange exchangeable bonds (the"EBs") for our common shares due to certain limitations on foreign ownershipset forth under the Telecommunication Business Act, bondholders may be paid incash in lieu of shares, which amount payable to bondholders in lieu of shareswould equal the aggregate value of the shares the bondholders should otherwisehave received in exchange for the EBs, calculated based on the volume weightedaverage price of such shares during the period specified by the bondholder inaccordance with the Indenture. The board of directors has resolved to delegateto the representative directors the power to decide whether and when to disposeof treasury shares to fund such cash payment.Date of the board resolution: May 26, 2006SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.SK Telecom Co., Ltd.(Registrant)By: /s/ Hyun Jong Song(Signature)Name: Hyun Jong SongTitle: Vice PresidentDate: June 7, 2006ENDSK TELECOM CO LD (GDR)