No Approval for Corporate Merger Before General Meeting... T'way Air Board Member Replacement 'Failed'

Jeong Hong-geun Reappointed as CEO
"Continuous Investment in Safety"
Daemyung Sono Group's Proposals, Including Chairman Seo Jun-hyuk's Appointment, Rejected

The plan of Daemyung Sono Group to take control of the board of directors in line with T'way Air's regular shareholders' meeting schedule has been postponed. Daemyung Sono Group plans to hold an extraordinary general meeting after the corporate merger between its holding company Sono International and T'way Holdings, the largest shareholder of T'way Air, is completed, to attempt the appointment of board members including Chairman Seo Jun-hyuk of Daemyung Sono Group and the selection of a new CEO.

At the '22nd Regular General Meeting' held on the 31st at the Aviation Training Center in Gangseo-gu, Seoul, T'way Air resolved the agenda to appoint three directors: Jeong Hong-geun as inside director (CEO), Kim Hyeong-i as inside director, and Choi Seong-yong as outside director.

These individuals were recommended by T'way Air, and all were appointed because the Fair Trade Commission had not yet approved the corporate merger between Sono International and T'way Holdings before the shareholders' meeting. The other six candidates out of a total of nine withdrew before the meeting was held.

Jeong Hong-geun, reappointed as inside director, will maintain his CEO position for the time being. He has been leading T'way Air since December 2015 and is the longest-serving CEO of a domestic low-cost carrier (LCC). He had planned to leave the company once the new board was appointed at the end of his term.

In his address at the shareholders' meeting, CEO Jeong said, "Recently, the aviation market is undergoing unprecedented restructuring with the merger of two major full-service carriers and the launch of an integrated LCC," adding, "During this period of upheaval, all employees of our company are making every effort not only to survive but to achieve greater leaps forward."

He continued, "Above all, continuous investment in safety across various fields is crucial," emphasizing, "Through ongoing maintenance and expanded investment in safety, we aim to become an airline that customers can trust and rely on." He also stated, "We will select outstanding talent and systematically nurture them to rise to a position where we can stand shoulder to shoulder with leading global airlines."

The agenda to appoint nine director candidates recommended by Daemyung Sono Group was collectively rejected that day. Previously, Daemyung Sono Group had recommended Chairman Seo, Lee Kwang-su, Head of Holdings Division at Sono International, and Lee Byeong-cheon, Head of Hotel & Resort Division at Sono International, as non-standing directors of T'way Air.

Lee Sang-yoon, General Executive of the Aviation Business TF at Sono International, Ahn Woo-jin, General Executive of Sales & Marketing at Sono International, and Seo Dong-bin, Executive in charge of the Aviation Business TF at Sono International, were nominated as inside director candidates. Outside director candidates included Kim Jong-deuk, Advisor at OK Financial Group, Yeom Yong-pyo, Lawyer at Yulchon LLC, and Kim Ha-yeon, Executive Director at Seohyun Accounting Corporation.

The Fair Trade Commission has been reviewing the corporate merger since early this month. The review period is 30 days from the date of filing and can be extended up to 90 days. However, the time taken to supplement materials is not included in the review period, which may delay the approval decision for the merger.

Following the failure to enter the board at this shareholders' meeting, Daemyung Sono Group is expected to attempt to replace the board by holding an extraordinary general meeting in the future.