Shareholder Proposals

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Shareholder Proposals

Shareholder Proposals

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Exercising a shareholder proposal

To our shareholders,
Under the Commercial Act and related laws, you may exercise a shareholder proposal as one way to take part in the management of the company.

What a shareholder proposal is

A shareholder proposal is the right of a shareholder to ask the directors to place a matter on the agenda of a general meeting.
It also includes the right to submit the outline of a motion on a matter already scheduled. (Commercial Act, Article 363-2 (1) and (3))

Who may submit a proposal

As a company listed on the KOSPI market, and under the rules for listed companies with capital of less than KRW 100 billion, a shareholder who meets the following requirements may submit a proposal.

  1. A shareholder who has held at least 1% of the issued shares, excluding non-voting shares, for six months or more
  2. A shareholder who has continuously held that stake for six months before the proposal is made
       * The requirements may be met by one shareholder or by shareholders acting together


Matters that may be proposed

A shareholder may propose matters within the authority of a general meeting (annual or extraordinary), including the following.

  1. Amendments to the articles of incorporation
  2. Appointment or dismissal of directors and auditors (including audit committee members)
  3. Limits on remuneration of directors and auditors
  4. Dividends and appropriation of retained earnings
  5. Other matters reserved for the general meeting by law or the articles of incorporation

How to submit a proposal

1. Deadline: annual meeting — six weeks before the date of the previous year’s annual meeting / extraordinary meeting — six weeks before the planned date

2. Method: in writing or by electronic document (oral proposals are not accepted)

  • By mail Shareholder Proposal, Management Support, Hannong Chemicals Inc., 20-2, Heungan-daero 439beon-gil, Dongan-gu, Anyang-si, Gyeonggi-do [14050]
  • By email ir@hannong.co.kr

3. Documents: shareholder name and address, class and number of shares, the proposal and its reasons, an outline of the motion, the legal or articles basis, proof of shareholder status, and proof of holding for at least six months (such as transaction records)

Review and submission to the board and the general meeting

The company reviews whether a proposal complies with law, the articles, and internal rules. A lawful proposal is reported to the board and placed on the agenda of the general meeting.

If the shareholder asks, the company may allow the proposer to explain the proposal at the general meeting.

Reasons a proposal may be refused

The board may refuse a proposal in the following cases and will notify the shareholder of the reason.

  1. It violates law or the articles of incorporation
  2. It concerns ordinary business and does not require a resolution of the general meeting
  3. The same proposal was rejected within the last three years and has not materially changed
  4. Another ground for refusal under the law applies

Other

Shareholder proposals follow the Commercial Act, the Financial Investment Services and Capital Markets Act, and the company’s internal rules. Please contact us below for details.

      • Shareholder proposal contact: [Tel] 031-388-0141 / [E-mail] ir@hannong.co.kr