Inaugural Board of Directors' Meeting on Nov.1, 2001
2001-11-02On 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
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
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
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.