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Form 6-K Current Reports

Inaugural Board of Directors' Meeting on Nov.1, 2001

2001-11-02

On November 1, the board of directors of Kookmin Bank (the “New Kookmin”), which was established pursuant to the Merger Agreement entered between Kookmin Bank and H&CB on April 23, 2001, held inaugural meeting. The board of directors approved and ratified the following agenda.

1. Appointment of Chairman for the board of directors of New Kookmin

Kim, Sang Hoon, the former Kookmin Bank’s Chairman, President and Chief Executive Officer was appointed as Chairman of the New Kookmin.

2. Appointment of CEO for New Kookmin

Kim, Jung Tae, the former H&CB’s Chairman, President and Chief Executive Officer was appointed as President and Chief Executive Officer of the New Kookmin.

3. Announcement of the merger completion

In accordance with the Commercial Code of Korea New Kookmin’s board of directors approved and ratified to replace the report to the inaugural general meeting for the merger with the announcement of the board of directors’ meeting as follows.

New Kookmin, newly incorporated, in accordance with the relevant laws and regulations, has completed due procedures needed for the merger of Kookmin Bank and H&CB

3.1 Progress and schedule

Progress and schedule
Item Date
Resolution of the board of directors on Merger Agreement

 

04/23/2001

 

Extraordinary shareholders’ meeting

 

09/29/2001

 

Approval from the Financial Supervisory Commission

 

10/26/2001

 

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

 

3.2 Structure

To accomplish the business combination, Kookmin Bank and H&CB will jointly form New Kookmin. Concurrently, Kookmin Bank and H&CB will be merged into New Kookmin, and New Kookmin will serve as the surviving corporation.

The New Kookmin shall issue and deliver one share of its common stock per 1.688346 share of common stock of Kookmin Bank.

The New Kookmin shall issue and deliver 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 has been issued and at the time of its incorporation. Accordingly, paid-in capital of New Kookmin is 1,498,487,310,000 Won.

3.3 Dissenting shareholders and creditors

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

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.

There were no creditors who filed with the relevant bank the dissenting opinion in respect to the merger.

3.4 Articles of incorporation

The Articles of incorporation will be available on our website at www.kookmin-bank.com and www.hncbworld.com.

4. Appointment of the members of audit committee

Members of the audit committee operated under the control of the board of directors were appointed as follows.

4.1 Members of the audit committee who are executive directors for New Kookmin

Members of the audit committee who are executive directors for New Kookmin
Name Date of Birth Current Position

Choulju Lee

11/22/1939

 

Auditor & Executive Director, H&CB

Jongmin Lee

06/17/1943

 

Auditor & Executive Director, Kookmin Bank

4.2 Members of the audit committee who are non-executive directors for New Kookmin

Members of the audit committee who are non-executive directors for New Kookmin
Name Date of Birth Current Position

Sunjin Kim

06/08/1942

 

President, Yuhan Corporation

Kyunghee Yoon

01/05/1947

 

Country Manager & Managing Director, ING Barings, Ltd., Korea

Jaekyu Lee

05/17/1951

 

Professor, Electronic Commerce &
Management Information System, Korea
Advanced Institute Science Technology

 

Joon Park

10/30/1954

 

Attorney, Kim & Chang

 

Changgi Min

08/05/1940

 

Advisor, Bona Bank

 

5. Other

The board of directors also approved and ratified regulation & operational guideline on the board of directors and the related regulations for committees under the board of directors.

The address of principle office of New Kookmin is 9-1, 2-Ga, Namdaemun-Ro, Jung- Gu, Seoul, Korea 100-703.