Kolmar Holdings Extraordinary Shareholders’ Meeting Held on October 29
Chairman Yoon Donghan’s Appointment as Inside Director Rejected
Proposal Receives 17% Approval... Below Legal Threshold of 25%
Yoon Donghan, Chairman of Kolmar Group, suffered another defeat to his eldest son in the management rights dispute over Kolmar Holdings.
On October 29, at the temporary shareholders' meeting held at the Industry-Academia-Research Cluster Support Center in Jiphyeon-dong, Sejong City, Kolmar Holdings rejected Chairman Yoon Donghan's proposal to appoint new inside directors to the holding company.
A total of 69 shareholders attended the meeting, representing 19,998,215 shares, which accounts for 58.3% of the total shares with voting rights. The proposal to appoint Chairman Yoon Donghan as an inside director failed, as only 29.3% (5,856,460 shares) of the votes were in favor, falling short of both a majority of attending shareholders and more than a quarter of the issued shares. Similarly, the proposals to appoint former CEOs Kim Chibong and Kim Byungmok as inside directors were also rejected, with only 29.2% of the attending shares in favor, not meeting the requirements.
On the morning of the 29th, the temporary shareholders' meeting of Kolmar Holdings was held at the Industry-Academia-Research Cluster Support Center in Jiphyeon-dong, Sejong City. Photo by Jae-Hyun Park
Vice Chairman Yoon Sanghyun abstains from voting, saying "Respecting the will of the market and shareholders"
Yoon Sanghyun, Vice Chairman of Kolmar Holdings and the largest shareholder with a 31.75% stake, abstained from voting on the agenda, considering that the matter involved his family (Chairman Yoon Donghan) and was related to recent management control issues at subsidiaries. The company explained, "Rather than making a direct decision on a family-related matter, the intention was to respect the will of the market and shareholders."
According to the Commercial Act, for a shareholders' meeting agenda to pass, it must receive approval from a majority of attending shareholders and at least one quarter of the total issued shares. However, the approval rate for this agenda was about 17%, falling short of the legal requirement of 25%. All institutional investors who participated in the vote also opposed the appointment of new directors.
Notably, the 17% approval rate includes shares held by special related parties, such as Chairman Yoon's family, excluding Vice Chairman Yoon, as well as some major shareholders. Considering this, the approval rate among general minority shareholders was less than 1%, reflecting the judgment of the market and shareholders.
A Kolmar Holdings official stated, "The results of this shareholders' meeting demonstrate that the company's efforts to pursue management reform and establish a transparent governance structure have earned the trust of shareholders and the market," adding, "We will continue to strengthen our management principles centered on shareholder value."
Previously, Chairman Yoon, the founder of Kolmar Group, submitted a shareholder proposal in July to bring himself, his daughter Yoon Yeowon (CEO of Kolmar BNH), and about ten others onto the Kolmar Holdings board. This was in response to his eldest son, Vice Chairman Yoon Sanghyun, moving to replace the CEO of Kolmar BNH, previously managed by Yoon Yeowon. However, last month, Vice Chairman Yoon was elected CEO at Kolmar BNH's extraordinary shareholders' meeting and, in the vote at today's meeting, also prevailed over the alliance of Chairman Yoon and his daughter Yoon Yeowon.
This outcome was expected. Vice Chairman Yoon, as the largest shareholder of Kolmar Holdings, holds a 31.75% stake, and when combined with Dalton Investment's 5.68% stake, his side controls 37.43%. This significantly exceeds the combined 16.21% stake held by Chairman Yoon (5.59%) and CEO Yoon (10.62%). Initially, Chairman Yoon proposed appointing himself, CEO Yoon, Kim Chibong (advisor to Atomy), and about ten others as new directors at the meeting, but seven of these candidates withdrew their candidacies.
Chairman Yoon Donghan to continue stock return lawsuit against his son... Management rights dispute continues
However, Chairman Yoon Donghan plans to continue his stock return lawsuit against his eldest son, indicating that the management rights dispute will persist. On the day before the extraordinary shareholders' meeting, Chairman Yoon announced that he would donate 692,418 shares of Kolmar BNH, worth 9.8 billion won, to CEO Yoon Yeowon, thereby supporting his daughter. The actual transfer of shares is scheduled for November 28. In 2019, Chairman Yoon donated Kolmar Holdings shares to his daughter, son, and others, under an agreement for "independent management by three parties." Chairman Yoon claims that Vice Chairman Yoon violated this agreement and has filed a lawsuit to reclaim the donated shares. The lawsuit has not been withdrawn, and the second hearing is scheduled for December 11.
The outcome of this lawsuit could significantly alter Kolmar Group's governance structure. Currently, the combined stake of Chairman Yoon and his daughter is 16.21%, while Vice Chairman Yoon's side holds 37.44%. However, if Chairman Yoon wins the lawsuit and regains 2.3 million shares of Kolmar Holdings (12.82% stake, or about 4.6 million shares after a bonus issue), his stake would rise to 18.93%, and the combined stake of Chairman Yoon and his daughter would reach 29.03%. In this case, their combined stake would surpass the 24.62% held by Vice Chairman Yoon's side.
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