"Contrary to Injunction Prohibiting Shareholders' Agreement and Voting Rights Exercise"
ADORE "Board Proceeded Through Proper Procedures, Min Hee-jin Also Participated via Video Conference"
Former Adore CEO Min Hee-jin has expressed opposition, calling her dismissal from the CEO position an "illegal decision."
Min Hee-jin, CEO of ADORE, is answering reporters' questions as she leaves the Yongsan Police Station in Seoul on the afternoon of the 9th after completing her first summons investigation related to the charge of "breach of trust in the course of business."
On the 28th, Sejong Law Firm, representing former CEO Min, stated in a press release, "It is not true that Min Hee-jin stepped down from the CEO position of her own will and decided to only handle producing."
The previous day at 1 p.m., Adore held a board meeting, dismissed CEO Min Hee-jin, and appointed Kim Ju-young as the new CEO.
Sejong Law Firm claimed, "This dismissal decision is illegal as it directly violates the shareholders' agreement and the court's injunction prohibiting the exercise of voting rights."
The shareholders' agreement stipulates that "HYBE must take necessary measures to ensure that Min Hee-jin can maintain her position as CEO and inside director of Adore for five years, including exercising voting rights or having directors nominated by HYBE exercise voting rights on the Adore board."
Earlier, on May 31, when HYBE attempted to hold an extraordinary general meeting to dismiss CEO and inside director Min Hee-jin, the court issued an injunction preventing HYBE from exercising voting rights in favor of that agenda.
In response, Sejong emphasized, "HYBE claims to terminate the shareholders' agreement, but there is no basis for this, and Min Hee-jin has not acknowledged any termination."
They also added, "Min Hee-jin was dismissed against her will, not resigned, and the Adore board unilaterally notified her that she would only be assigned producing duties."
Sejong also pointed out procedural issues with the Adore board. They said, "Board chair Kim Ju-young only notified that 'CEO change' was on the agenda on the 24th, which stems from a revision of the articles of incorporation at the last extraordinary general meeting that shortened the notice period for board meetings to one day," adding, "We strongly suspect this was a preemptive move to prevent giving time to prepare for the CEO dismissal."
Sejong reiterated, "The court's decision revealed that there are no illegal grounds as claimed by HYBE against CEO Min Hee-jin. Nevertheless, the Adore board, where directors nominated by HYBE form the majority, made the decision to dismiss the CEO and even distorted facts to mislead the public as if it was not a dismissal."
In response, Adore stated the previous day, "The Adore board proceeded legally according to the procedures set by the Commercial Act and the articles of incorporation, from agenda notification to voting. The meeting date was set among dates that former CEO Min Hee-jin wished to postpone," and added, "Former CEO Min attended via video conference, and after sufficient discussion, the board made the best choice for the future of Adore and NewJeans."
Adore announced that at the board meeting held the previous day, Kim Ju-young, HYBE's Chief Human Resources Officer (CHRO) and inside director of Adore, was appointed as the new CEO. They also stated that former CEO Min will retain her inside director position and continue producing NewJeans.
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