General meetings of shareholders shall be either ordinary or extraordinary meetings.
Ordinary general meetings are held within three months of the close of the fiscal year and extraordinary general meetings are held whenever deemed necessary. Extraordinary general meetings may be called by the Board of Directors or by persons as authorized by the Articles of Incorporation and the Commercial Code, and convened in accordance with the relevant procedures.
Pursuant to the Article 15-3 of the Articles of Incorporation, a written or electronic notice thereof setting forth the time, date, place, and agenda of the meeting shall be sent to the shareholders at least two weeks prior to the general meeting of shareholders. For the purpose of transparency and protecting shareholder voting rights, the Company currently has a policy to notify the shareholders of the AGM at least two weeks prior to the general meeting of shareholders.
In accordance with our Article of Incorporation, each shareholder is entitled to one vote per share. The Company does not have any system or method (such as a dual class voting structure, etc.) to discriminate shareholders' voting rights
Ordinary resolution
Pursuant to the Commercial Code and the Articles of Incorporation, resolutions shall be passed by more than one half (1/2) of votes of the shareholders present at the general meeting of shareholders and by more than one fourth (1/4) of outstanding votes. Items of Ordinary Resolutions include election of Directors, remuneration for Directors, approval of financial statements, etc.
Extraordinary resolution
Pursuant to the Commercial Code and the Articles of Incorporation, resolutions for matters that are significant to the Company’s operation, including but not limited to Articles of Incorporation amendments and mergers & acquisitions, shall be passed by two thirds (2/3) of votes of the shareholders present at the general meeting of shareholders and by more than one third (1/3) outstanding votes. Items of Extraordinary Resolutions include amendment to the Articles of Incorporation, dismissal of Directors, approval of split or merger of the Company, etc.
We are committed to protecting the rights of the Company’s minority shareholders, whose rights are set forth below:
Right to call general meetings of shareholders
In accordance with the Commercial Code, shareholders who own more than 1.5% of outstanding shares with voting rights of the Company for more than six month may request to convene extraordinary general meetings.
Right to present shareholder proposals
In accordance with the Commercial Code and the Articles of Incorporation, shareholders who own more than 0.5% of outstanding
shares with voting rights for more than six months may present shareholder proposals at an AGM.
The Board shall accept the proposal as an agenda item of a general meeting of shareholders, state the item in the notice of convocation
of the meeting, except where such proposal is in violation of laws or the Articles of Incorporation, or where it is subject to the rejection of
a shareholder proposal as stipulated in Article 12 of the Enforcement Degree of the Commercial Code. When requested by the
shareholder who made the proposal, the details of the agenda item shall be stated in the notice of the meeting, and the shareholder
will be given the opportunity to present the proposal at the meeting. Once a proposal is submitted, the shareholder will be identified, a
legal review will be conducted, and then a letter or electronic notice will be sent to the shareholder to verify submission.
