National Pension Service Supports 'Board Member Limit' for Korea Zinc... Sides with Choi Yoon-beom

Decision on Voting Direction... Director Appointments to Vary Depending on Scenario

The National Pension Service has decided to support the agenda item on the 'limit on the number of directors' proposed by Chairman Choi Yoon-beom's side at the regular shareholders' meeting of Korea Zinc to be held on the 28th.

Yonhap News

The National Pension Fund Stewardship Committee (Stewardship Committee) held its 6th meeting on the 27th to review the voting direction on the agenda for the Korea Zinc regular shareholders' meeting.

The Stewardship Committee decided to support the amendment to the articles of incorporation to limit the number of directors to 19 (the agenda on the limit of directors). The decision on which director candidates to support will be made differently depending on whether the agenda on the limit of directors is approved. In the case of appointing 8 directors based on the assumption that the limit on the number of directors is set at 19, voting rights granted under cumulative voting will be divided and exercised among four candidates: James Andrew Murphy, Jeong Dami, Kwon Kwang-seok, and Kim Yong-jin.

The committee also decided on the voting direction in case the agenda on the limit of directors is rejected. If the limit on the number of directors is rejected, the number of directors to be appointed at this shareholders' meeting must first be decided. The National Pension Service will support the agenda proposed by Chairman Choi Yoon-beom's side to appoint 12 directors. It plans to oppose the proposal by Youngpoong and MBK to appoint 17 directors. In this case, voting rights will be divided and exercised among six candidates: James Andrew Murphy, Jeong Dami, Choi Jae-sik, Kwon Kwang-seok, Kim Myung-jun, and Kim Yong-jin.

The Stewardship Committee decided to oppose all candidates for the auditor appointment agenda, judging that there was negligence in monitoring acts that damage corporate value and infringe on shareholder rights. It also decided to oppose the agenda to increase the limit on director remuneration, judging that the remuneration amount was not linked to management performance.

Regarding the agenda on profit distribution and approval of the statement of retained earnings, the committee decided to support the board's proposal to set the size of the discretionary reserve converted from undistributed retained earnings at 1.6689 trillion won.

The committee also decided to support all other agenda items, including the approval of financial statements and the amendment to the articles of incorporation to appoint the chairman of the board from among outside directors.