Yoon Donghan Fails to Join Kolmar Holdings Board... Consecutive Defeats in Kolmar Family Management Dispute

Kolmar Holdings Extraordinary Shareholders' Meeting on October 29
Proposal to Appoint Vice Chairman Yoon Sanghyun as Internal Director Rejected

Yoon Donghan, Chairman of Kolmar Group, has suffered consecutive defeats to his eldest son in the Kolmar Holdings management rights dispute.

On October 29, at the Industry-Academia-Research Cluster Support Center in Jiphyeon-dong, Sejong City, Kolmar Holdings held an extraordinary shareholders' meeting, where the proposal by Chairman Yoon Donghan to appoint new inside directors to the holding company was voted down.

On the morning of the 29th, at the Industry-Academia-Research Cluster Support Center in Jiphyeon-dong, Sejong City, the temporary shareholders' meeting of Kolmar Holdings was held. Photo by Jaehyun Park

A total of 69 shareholders attended the meeting, representing 19,998,215 shares. This accounts for 58.3% of all shares with voting rights. The proposal to appoint Chairman Yoon Donghan as a 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 the required one-quarter of all issued shares.

Previously, Yoon Donghan, the founder of Kolmar Group, made a shareholder proposal in July to bring himself, his daughter Yoon Yeowon (CEO of Kolmar BNH), and about ten others onto the board of Kolmar Holdings. This was in response to his eldest son, Yoon Sanghyun, Vice Chairman of Kolmar Holdings, moving to replace Yoon Yeowon as CEO of Kolmar BNH. However, last month, Yoon Sanghyun was appointed CEO at an extraordinary shareholders' meeting of Kolmar BNH, and at the most recent meeting, he again prevailed over the alliance of Yoon Donghan and Yoon Yeowon in a vote.

Yoon Donghan, Chairman of Kolmar Group

This outcome was expected. Including the shares held by Yoon Sanghyun, the largest shareholder of Kolmar Holdings (31.75%), and Dalton Investment (5.68%), Yoon Sanghyun's side controls 37.43% of the shares. This far exceeds the combined 16.21% held by Chairman Yoon Donghan (5.59%) and CEO Yoon Yeowon (10.62%). Initially, Chairman Yoon had proposed appointing himself, CEO Yoon, Atomy Advisor Kim Chibong, and about ten others as new directors, but seven of these candidates voluntarily withdrew.

However, as Chairman Yoon Donghan plans to continue his lawsuit demanding the return of shares from his eldest son, the management rights conflict is expected to persist. On the eve of the extraordinary shareholders' meeting, Chairman Yoon announced he would gift 692,418 shares of Kolmar BNH, worth 9.8 billion won, to CEO Yoon Yeowon, thus strengthening his daughter's position. The actual transfer of shares will take place on November 28. In 2019, Chairman Yoon gifted Kolmar Holdings shares to his daughter, son, and others, with an agreement for "independent management among the three parties." Chairman Yoon claims that Vice Chairman Yoon violated this agreement and has filed a lawsuit to reclaim the gifted shares. He has not withdrawn the lawsuit, and the second hearing is scheduled for December 11.

The outcome of this lawsuit could significantly alter Kolmar Group's governance structure. Currently, Chairman Yoon and his daughter's combined shareholding stands at 16.21%, while Vice Chairman Yoon's side holds 37.44%. However, if Chairman Yoon wins and regains 2.3 million shares (12.82% of Kolmar Holdings, or about 4.6 million shares after a stock dividend), his shareholding would increase to 18.93%, and the combined stake of Chairman Yoon and his daughter would rise to 29.03%. In this scenario, they would surpass the 24.62% total held by Vice Chairman Yoon's side.

This content was produced with the assistance of AI translation services.