Align Partners "JB Financial Overseas Shareholders, Cumulative Voting Not Properly Implemented"

"Foreign shareholders unable to properly exercise cumulative voting rights"
Align criticizes lack of response from management despite awareness
Board composition vote showdown expected at the general meeting on the 28th

Activist fund Align Partners announced on the 22nd, "Regarding the JB Financial regular general meeting of shareholders scheduled for the 28th, numerous cases have been confirmed where concentrated voting by many overseas shareholders was restricted," adding, "We have inquired and protested to JB Financial, but they are not responding actively."

According to Align Partners, it has been confirmed that concentrated voting by overseas shareholders through standing proxies and the Korea Securities Depository was not properly conducted ahead of the JB Financial shareholders' meeting. Align Partners stated, "We requested the company in writing to take specific measures to guarantee the exercise of voting rights by overseas shareholders, but JB Financial has not prepared any solutions and maintains the position that there is no problem as long as overseas institutional shareholders attend the shareholders' meeting in person or vote electronically, delegate electronically, or delegate in writing." With less than four business days remaining before the shareholders' meeting, Align Partners claims that currently there is no way for overseas shareholders to properly exercise their voting rights.

Align Partners said, "Overseas shareholders have no choice but to watch with open eyes as their voting rights are restrictively limited compared to domestic shareholders," adding, "This could significantly affect the outcome of the shareholders' meeting." Furthermore, they expressed regret, stating, "At a time when the government is trying to activate the attraction of overseas institutional investors through value-up programs, it is unfortunate that even the basic exercise of voting rights by overseas shareholders is not properly guaranteed." They urged, "We call for the presentation of practical measures to guarantee the voting rights of overseas shareholders, as was recognized in the alternative concentrated voting method for overseas shareholders at last year's KT&G regular shareholders' meeting. If the issue is not corrected, we will consider all legal measures." JB Financial's foreign shareholding ratio is 35.68%.

Align Partners, the second-largest shareholder of JB Financial with a 14.04% stake, is facing a 'vote battle' with the company over board composition at the shareholders' meeting on the 28th. The largest shareholder of JB Financial is Samyangsa with 14.61%. Align Partners expects the appointment of one non-executive director (Lee Nam-woo) and three outside directors (Kim Ki-seok, Baek Jun-seung, Kim Dong-hwan), in addition to outside director candidate Lee Hee-seung, who has been accepted by the current board. On the other hand, the company opposes all candidates except for Lee Hee-seung.

Recently, Align Partners also filed an injunction with the court against JB Financial and Finda, requesting to prohibit the exercise of voting rights on mutual shares. Finda, which has a strategic alliance with JB Financial, holds a 0.75% stake in JB Financial. Align Partners argues that under the Commercial Act's voting rights restriction regulations, Finda's shareholding should not be recognized for voting rights.

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