Truston "BYC Thoroughly Ignores Minority Shareholders... Considering Legal Action Against Management and Major Shareholders"

Truston Asset Management issued a statement on the 24th regarding the results of the BYC shareholders' meeting, stating, "BYC thoroughly ignored the legitimate demands of minority shareholders aimed at enhancing shareholder value," and added, "We are considering legal actions such as filing charges of breach of fiduciary duty against current and former BYC executives and major shareholders suspected of infringing on minority shareholders' interests."

At the BYC shareholders' meeting held that day, Truston, the second-largest shareholder, failed to pass its shareholder proposals. Truston emphasized, "Through official and unofficial dialogues with BYC management over more than two years since March 2021, we confirmed that resolving severe undervaluation requires addressing suspicions of unfair internal transactions, expanding shareholder returns, and increasing liquidity," and "we continuously demanded these facts from the company's management, but the company never gave a sincere response to our legitimate requests even once."

At this shareholders' meeting, Truston made four shareholder proposals, including appointing an audit committee member to resolve suspicions of unfair internal transactions, increasing dividends, repurchasing treasury shares, and conducting a stock split to enhance shareholder returns.

Truston stated, "Even in this process, the company employed tactics that ignored minority shareholders," and explained, "Initially, we proposed appointing an outside director who would also serve as an audit committee member, but the company amended its articles of incorporation to limit audit committee members to outside directors only," adding, "Ultimately, by applying the 3% rule cumulatively to major shareholders' shareholdings and restricting the appointment of outside directors who are not independent of major shareholders, the company effectively blocked the appointment of independent audit committee members." They further added, "BYC's complete disregard for the legitimate demands of minority shareholders, as well as the backward trend of improving corporate governance, led to the outcome of today's shareholders' meeting."

Truston said, "We confirmed the aspirations of minority shareholders for improving BYC's corporate governance," and added, "Although Truston's shareholder proposals were not passed at this shareholders' meeting, we saw a ray of hope in the enthusiasm shown by minority shareholders," noting, "The average approval rate for the four proposals we submitted reached 21% based on the total number of issued shares."

By agenda item, the approval rates were recorded as follows: dividend increase (20.4%), stock split (19.7%), appointment of audit committee member (24.5%), and treasury share repurchase (19.9%). Truston estimates that BYC's major shareholders and related parties hold a 63% stake, and considering invisible friendly shares, the internal shareholding effectively exceeds 70%.

Truston stated, "The minority shareholder votes supporting our proposals are overwhelmingly high, far exceeding half of all minority shareholders," and added, "During this campaign, we confirmed that minority shareholders' dissatisfaction with the company and their desire for change are explosive, which makes us feel a heavy responsibility."

Truston said, "We will continue shareholder activities to enhance BYC's shareholder value," and "although we failed to check the company through an internal watchdog in the form of an audit committee member due to the company's tactics ignoring minority shareholders at this shareholders' meeting, we will fulfill the role of watchdog by maximizing the use of minority shareholders' rights guaranteed by law from outside the company."