Yeongpung·MBK Alliance "Korea Zinc Board of Directors... Tactic to Delay Extraordinary General Meeting"

Yeongpung and MBK Partners, who are engaged in a management rights dispute with Korea Zinc, criticized the Korea Zinc board meeting held two days before the court's hearing on the temporary shareholders' meeting convening permission as a "pretext-building and delay tactic."

On the 25th, MBK stated that the timing and intention of the temporary board meeting held by Korea Zinc were "unclear." Korea Zinc held the meeting 29 days after receiving a request to convene a temporary shareholders' meeting from its largest shareholder, Yeongpung, and decided not to convene the meeting, opting instead to handle it at a subsequent board meeting at an unspecified future date.

MBK said, "The suspicion about the timing and intention of the board's review of the temporary shareholders' meeting convening arises because the board meeting was held just two days before the court's hearing date," adding, "Companies sometimes convene a temporary shareholders' meeting on their own before the court hearing to avoid an approval decision." However, Korea Zinc did not resolve to convene the meeting at the temporary board meeting.

MBK added, "The Korea Zinc board had two prior opportunities during the 29 days?on October 30, when they resolved a public capital increase, and on November 13, when they withdrew it," and said, "The fact that they are only now conducting the review can only be interpreted as an attempt to delay the temporary shareholders' meeting." MBK also stated that Korea Zinc had refused to convene the temporary shareholders' meeting so far, citing the inability to verify whether Yeongpung met the shareholder requirements under the Commercial Act for requesting the meeting, and the need for documents such as resumes to review and investigate the qualifications and expertise of the director candidates recommended by Yeongpung.

In particular, MBK criticized Korea Zinc's mention of disqualifications regarding the candidates recommended by Yeongpung and MBK at the board meeting as merely a strategy to delay the temporary shareholders' meeting. MBK explained that under the Commercial Act, the disqualification criteria for outside directors apply to those serving as directors or auditors at two or more other companies, but none of the recommended outside director candidates fall under this category.