"Complete Board Overhaul" Father's Counterattack... Kolmar Holdings to Hold Extraordinary Shareholders' Meeting on October 29

Yoon Donghan Proposes Appointment of 10 New Directors
"Shareholder Opinions Will Be Heard in Accordance With Legal Procedures"

Kolmar Holdings announced on August 27 that it has accepted Chairman Yoon Donghan's shareholder proposal to appoint 10 new directors and has resolved to convene an extraordinary general meeting of shareholders.

On this day, Kolmar Holdings held a board meeting and resolved to convene an extraordinary general meeting of shareholders on October 29. At this extraordinary meeting, shareholders will vote on the appointment of a total of 10 directors-eight internal directors and two outside directors-nominated by Chairman Yoon Donghan as a shareholder proposal. The record date for shareholders eligible to attend the extraordinary meeting has been set for September 17.

The candidates for internal director recommended by Chairman Yoon are as follows: Yoon Donghan, Chairman of Kolmar Holdings; Yoon Yeowon, CEO of Kolmar BNH; Kim Chibong, former CEO of Kolmar BNH; Yoo Chayoung, CEO of Kolmask; Kim Byungmook, former CEO of Kolmar BNH; Yoo Jeongcheol, Vice President of Kolmar BNH; Cho Youngjoo, Executive Director of Kolmar BNH; and Choi Minhwan, Managing Director of Kolmar BNH. The candidates for outside director are Park Jungchan, Special Professor at Korea University Graduate School of Media, and Kwon Youngsang, attorney at Kimjangri Law Firm.

Chairman Yoon is currently in conflict with Vice Chairman Yoon Sanghyun of Kolmar Holdings over management control of the health functional food business at Kolmar BNH. Chairman Yoon claims that Vice Chairman Yoon Sanghyun's attempt to take over management control of Kolmar BNH, previously led by his younger sister, CEO Yoon Yeowon, has broken the 'three-party agreement' (Yoon Donghan, Yoon Sanghyun, Yoon Yeowon), and is now supporting his daughter, CEO Yoon Yeowon.

There are growing concerns that this shareholder proposal, in which a single shareholder recommends 10 directors at once, could undermine the board of directors and the system itself. The board is supposed to function as an independent and professional body making strategic decisions for the company, but the large-scale recommendation of internal directors by a specific shareholder could threaten the board's independence and diversity.

Kolmar Holdings has stated that it will process Chairman Yoon's shareholder proposal in accordance with legal procedures under the Commercial Act and the company's articles of incorporation. The company emphasized its intention to reach a clear consensus on management direction through the extraordinary general meeting, where the opinions of all shareholders will be heard directly.

Additionally, with the amendment to the Commercial Act passed by the National Assembly, which presents transparent corporate governance and the strengthening of shareholder rights as key tasks of the times, Kolmar Holdings plans to continue building a governance structure that shareholders and the market can trust. A Kolmar Holdings representative stated, "It is highly unusual for a specific shareholder to propose the appointment of 10 new directors to a board that already consists of nine members. However, as shareholder proposals are a legally protected right, we will hold the extraordinary general meeting in accordance with the procedures set forth in the Commercial Act."