No. 1-1 : Amendment to the Articles of Incorporation to adopt a cumulative voting system (shareholder proposal_Yumi Development Co., Ltd.)

2024-12-28

Korea Zinc’s Position: For No. 1-1

The shareholder proposal to adopt cumulative voting is deemed to contribute to protecting minority shareholder rights, a key governance improvement goal for Korea Zinc, and is reasonably accepted

Actively reflecting the recommendations of domestic and global proxy advisors while reasonably accepting shareholder proposals for the introduction of the cumulative voting system and requests for its application

 

1. Cumulative voting system

– The cumulative voting system allows shareholders to cast all of their votes either for a single nominee or several nominees for the board of directors when the company has multiple openings on its board

– The candidates with the most votes are appointed to the board directors in order

 

2. Purpose

To protect the rights of general shareholders, which may be overlooked in ownership structures with controlling shareholders

Protecting the rights of general shareholders by forming a board of directors that reflects the diverse opinions of shareholders

Recently, small shareholders and the market have strongly supported the introduction of the cumulative voting system, and lawmakers are also promoting amendments to the Commercial Act to mandate it for large listed companies

 

3. Shareholder Proposal

The current AOI exceptionally excludes the cumulative voting system that protects the minority shareholders’ rights

– Yumi Development Co., Ltd. has proposed the following through a shareholder proposal:

   1) Introducing the cumulative voting system by amending the articles of incorporation (requesting agenda inclusion),

   2) Based on the premise of introducing the cumulative voting system through the shareholder proposal, requesting the election of directors at an extraordinary general meeting of shareholders using the cumulative voting method

– The request for cumulative voting conditional upon the amendment of the articles of incorporation to introduce the system is deemed to comply with relevant laws