Korea Zinc to Hold Annual General Meeting on March 24...Pursuing Articles Amendments and Introduction of Electronic AGM

Separate Election of Audit Committee Members and Cumulative Voting on the Agenda
Conversion of 917.7 Billion Won in Discretionary Reserves
Cash Dividend of 20,000 Won per Share on the Agenda

Korea Zinc has finalized the schedule for its 52nd annual general shareholders' meeting and decided to accept most of the key shareholder proposals, moving to improve its governance and enhance shareholder value.

Korea Zinc Corporate Identity.

On the morning of the 23rd, Korea Zinc held an extraordinary board meeting and resolved to convene the annual general shareholders' meeting at 9:00 a.m. on March 24 at the Koreana Hotel in Jung-gu, Seoul. The board reviewed the agenda items proposed by the company, Yumi Development, YPC, Young Poong, Korea Corporate Investment Holdings (MBK Partners), Crucible JV and other major shareholders in accordance with the articles of incorporation, the Commercial Act, and the Capital Markets Act, and decided to submit most of the items that comply with the relevant laws and regulations to the meeting.

All of the proposals submitted by Yumi Development were included on the agenda: increasing the number of audit committee members elected separately to two, separately electing one audit committee member, and electing five directors through a cumulative voting system. This reflects the requirement under the amended Commercial Act that at least two audit committee members must be elected separately by September 10 of this year.

Among the proposals submitted by YPC, Young Poong, and Korea Corporate Investment Holdings, five items will be tabled, excluding the proposal to appoint an acting chairperson. The proposal for an acting chairperson was excluded on the grounds that it conflicts with the articles of incorporation, which stipulate that the representative director shall serve as the chairperson of the shareholders' meeting.

The company’s own proposals were also finalized. Korea Zinc will move to explicitly codify in its articles of incorporation the protection of minority shareholders, clarify and rename the requirements for the composition of independent directors, introduce a duty of loyalty for directors, and introduce an electronic general shareholders' meeting system. In addition, it plans to handle an agenda item approving a cash dividend of 20,000 won per share and converting 917.7 billion won of discretionary reserves into retained earnings.

In particular, by presenting a conversion amount more than twice as large as the 392.5 billion won conversion plan proposed by some shareholders, the company expressed its intention to steadily implement its existing shareholder return policy. The company stressed that it would increase corporate value based on shareholder trust, noting that it canceled all of its treasury shares acquired through a tender offer in 2024 in the year 2025.

At the same board meeting, the 2026 sustainable management plan, the work of the compliance officer, the plan for disposal of treasury shares, and the safety and health plan were also reported and approved. Korea Zinc plans to advance its ESG management by proactively responding to mandatory ISSB disclosures, publishing a sustainability report based on double materiality assessment, strengthening standards for responsible minerals, and considering the introduction of an internal carbon price.

Meanwhile, representatives from Young Poong and MBK who attended the board meeting raised an issue, claiming that key details had been leaked externally before the board resolution. Earlier, Korea Zinc filed a criminal complaint against two other non-executive directors from MBK Partners and Young Poong on charges of leaking trade secrets and breach of duty in connection with indications that confidential materials related to the Clarksville smelter construction project in Tennessee, United States, had been leaked externally. The company maintains that the materials in question were confidential documents distributed only to the board, and that their external disclosure constitutes a serious violation of the law.