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Form 6-K Current Reports

Merger Completion Report (Nov. 2, 2001)

2001-11-05

On November 2, 2001, Kookmin Bank (the “New Kookmin”), which was established pursuant to the Merger Agreement entered between Kookmin Bank and H&CB on April 23, 2001, filed merger completion report with the Financial Supervisory Commission in Korea.

1. About the company

About the company
Company name Kookmin Bank

President & CEO

Kim, Jung-Tae

Address of principal executive office

9-1, 2-Ga, Namdaemun-Ro, Jung-Gu,Seoul, Korea

Authorized capital

5 trillion Won

Paid-in capital

1,498,487,310,000 Won

Issued and outstanding shares

299,697,462

Closing date of fiscal year

End of December

2. Merger progress and schedule

Merger progress and schedule
Item Date

Resolution of the board of directors on Merger Agreement

04/23/2001

Record date to determine shareholders who are eligible to vote

08/08/2001

Extraordinary shareholders’ meeting

09/29/2001

Exercise Period for appraisal rights

10/06/2001- 10/15/2001

Date of the merger

10/31/2001

Board of directors’ meeting for announcement of the merger completion

11/01/2001

Estimated listing date of new common stock on the Korea Stock Exchange

11/09/2001

3. Major shareholders (including other related persons) of New Kookmin before and after the merger

(Unit: share, percentage)

Major shareholders (including other related persons) of New Kookmin before and after the merger
Shareholder Common Stock Before1) New Kookmin
Number of Shares Shareholding Ratio Number of Shares Shareholding Ratio
Korean Government Kookmin Bank 19,407,241 6.39 28,890,341 9.64
H&CB 17,395,517 14.50
Goldman Sachs Kookmin Bank 33,016,284 10.88 20,561.140 6.86
H&CB 1,005,739 0.84
ING Kookmin Bank - - 11,996,879 4.00
H&CB 11,996,879 9.99
Bank of New York (Depositary of Deposit receipt) Kookmin Bank 19,992,623 6.59 26,561,857 8.86
H&CB 14,720,314 12.27

1) As of August 8, 2001

4. Appraisal rights

4.1 Price for appraisal rights

• Kookmin Bank: 13,968 Won

• H&CB: 22,441 Won

4.2 Calculation method

Pursuant to Articles 191(3) of the Securities and Exchange Act and 84-9 of the Enforcement Decree, share price for appraisal right was calculated by the arithmetic average of the weighted average daily closing price for the (A) two-month period, (B) one-month period and (C) one-week period ending one day prior to the date of resolution of board of directors.

4.3 Dissenting shareholders

During the same period, 63,637 common shares and 24,000,000 preferred shares were submitted to ask Kookmin Bank to buy back the relevant shares.

During the exercise period of the appraisal rights, 46,580 common shares and 17,790,000 preferred shares were submitted to H&CB to buy back the relevant shares.

4.4 Payment date and the source of the fund

Kookmin Bank and H&CB paid for the dissented shareholders on October 25, 2001. The source of the fund was from internal account.

4.5 Proposition of the acquired stock

Pursuant to the Merger Agreement between Kookmin Bank and H&CB, the New Kookmin did not issue and deliver new shares for the dissented stock.

5. Dissenting creditors

Submission period for dissenting creditors was from October 6, 2001 to October 15, 2001. There were no creditors who filed with the relevant bank the dissenting opinion in respect to the merger.

6. Legal proceeding in connection to the merger

Legal proceeding in connection to the merger
Subject Filed with Accuser File date
Merger withdrawal Seoul District Court Yoon, Young Dae March 19, 2001
Merger Agreement nullification Seoul District Court Union labor of Kookmin Bank September 6, 2001
Merger Agreement nullification Seoul District Court Yoon, Young Dae and
49 others
September 19, 2001
Cancellation of the shareholders’ meeting for the merger Seoul District Court Kim, Dae Whan and 40 others October 8, 2001

7. Merger ratio and merger compensation

New Kookmin issued and delivered one share of its common stock per 1.688346 share of common stock of Kookmin Bank.

New Kookmin issued and delivered one share of its common stock per one share of common stock of H&CB.

The aggregate number of shares of authorized capital stock of New Kookmin to be issued will be 1,000,000,000 shares. Out of the authorized capital, 299,697,462 shares have been issued at the time of its incorporation.

No compensation was made in connection with the merger.

8. Other

The merged bank was register to be incorporated on November 1, 2001 in Korea.