Korea Zinc Co., Ltd. · KRX:010130
Korea Zinc — Shareholder Meeting (August 2026)
49 slides from Korea Zinc's shareholder meeting presentation, August 2026
Slide 1: 2026 Extraordinary General Meeting Investor Presentation
2026 Extraordinary General Meeting Investor Presentation Korea Zinc Co., Ltd. 1
Slide 2: Contents
Contents ❶ 2026 EGM Agenda ❷ Proven Track Record and Shareholder Returns ❸ Governance Enhancement and Shareholder Value Creation ❹ Managerial Concerns Regarding MBK and YP ❺ Appendix 2
Slide 3: Disclaimer
Disclaimer This presentation has been prepared solely for the purpose of assisting investors in making investment decisions, and it may not be used as evidence of legal liability. The company does not make any direct/indirect representation or warranty as to the accuracy or completeness of the infor
Slide 4: Executive Summary: EGM Agenda
Executive Summary Korea Zinc Co., Ltd. Item No. Agenda Voting Method Proposer Board Position 01 No. 1 : Partial Amendment to the Articles of Incorporation (Amendment to the AOI to Increase the number of separately elected Audit Committee members) Special Resolution Korea Zinc For EGM Agenda No. 2 :
Slide 5: Executive Summary: Governance
Executive Summary Korea Zinc Co., Ltd. [Governance] Strengthening governance through greater Board independence, enhanced shareholder rights, and robust internal controls 03 - Strengthening board independence, expertise, and diversity · Appointed an independent director as Chair, reinforcing Board i
Slide 6: 2026 EGM Agenda
01. 2026 EGM Agenda 6
Slide 7: 1. 2026 EGM Agenda
1. 2026 EGM Agenda • The primary purpose of EGM is to amend the AOI to comply with the revised Commercial Act, specifically by expanding the number of audit committee members elected separately from other directors. The proposal resubmits the amendment that was rejected at the AGM in March due to op
Slide 8: No. 1. Partial Amendment to the Articles of Incorporation
No. 1. Partial Amendment to the Articles of Incorporation • At the 2026 AGM, MBK∙YP’s opposition led to the rejection of Korea Zinc’s proposed amendment for the separate election of Audit Committee members • Korea Zinc was the only one of 124 companies to have its proposal rejected, making approval
Slide 9: No. 2. Election of Directors by Cumulative Voting
No. 2. Election of Directors by Cumulative Voting • The Independent Director candidates recommended by the Committee, Mr. Hyung-Kyu Lee and Ms. Eun-Sook Seo, are expected to support shareholder value and sustainable growth through their expertise and independent oversight. Mr. Lee will strengthen le
Slide 10: No. 3. Election of an Audit Committee Member
No. 3. Election of an Audit Committee Member • Mr. In-Kyu Baek is an accounting and audit professional who previously served on the Board of Deloitte Anjin LLC and as a Senior Advisor. • Drawing on his practical audit experience, he has a strong understanding of financial oversight and internal cont
Slide 11: [Appendix] Board Skills Matrix Reflecting New Director Nominees
[Appendix] Board Skills Matrix Reflecting New Director Nominees • New director nominees recommended by the company enhance Board strength in Financial/M&A, Risk, Audit, International and Public-Affairs Expertise • Proposed Hyung-Kyu Lee and Eun-Sook Seo, whose extensive experience in finance, M&A, a
Slide 12: [Appendix] Independent Director Nominees Proposed by MBK∙YP∙YPC
[Appendix] Independent Director Nominees Proposed by MBK∙YP∙YPC Item No. Director Type Candidate Proposer Background Concerns regarding the candidates • Current) Professor, Sungkyunkwan University Law School • Mr. Lee served as an independent director and audit committee member • Former) President,
Slide 13: [Appendix] Board Statement on EGM Agenda Items
[Appendix] Board Statement on EGM Agenda Items • Board approval of the September 2026 EGM agenda to comply with the amended Commercial Act and strengthen Board expertise • The Board recommends FOR to the expansion of separately elected Audit Committee members and the election of Hyung-Kyu Lee, Eun-S
Slide 14: Proven Track Record and Shareholder Returns
02. Proven Track Record and Shareholder Returns 14
Slide 15: 1. Business Performance _ Outperforming Global Peers
1. Business Performance _ Outperforming Global Peers • Korea Zinc produces over 1.2 million tons of 20+ non-ferrous metals and critical minerals annually, supported by world-class technology and strict environmental standards • With its unmatched technological edge, the company has reported 44 conse
Slide 16: 2. Business Performance _ Share price performance and TSR
2. Business Performance _ Share price performance and TSR • Since Chairman Yun B. Choi took office in 2019, Korea Zinc’s share price and TSR have significantly outperformed domestic peers and industry indices Share Price* (2019.03.22-2026.06.30, Indexed=2019) Total Shareholder Return* (%, 2019.03.22
Slide 17: 3. Business Performance _ Key Financial Metrics
3. Business Performance _ Key Financial Metrics • Over the past decade, Korea Zinc has consistently outperformed YP, driven by superior technology, diversified portfolio, and stable material sourcing capabilities • This advantage is reflected not only in stronger revenue growth, but also in sustaine
Slide 18: 4. Business Performance _ Valuation
4. Business Performance _ Valuation Korea Zinc has maintained a significant valuation premium driven by strong profitability, growth track record, and proactive engagement with the market, whereas YP has experienced a deterioration in valuation amid a prolonged period of weak operating performance P
Slide 19: 5. Business Performance _ Dividend
5. Business Performance _ Dividend Korea Zinc has consistently delivered industry-leading shareholder returns through a stable and proactive dividend policy, while YP has sharply reduced dividends in recent years, resulting in a significant gap in shareholder returns DPS Korea Zinc YP (Unit: KRW) Di
Slide 20: 6. Business Performance _ Shareholder Return
6. Business Performance _ Shareholder Return • Korea Zinc targets a shareholder return ratio of at least 40%, including full cancellation of shares repurchased via the tender offer • By announcing a preliminary dividend and introducing quarterly dividends, dividend predictability has been improved S
Slide 21: 7. Shareholder Return Policy _ Reinitiating the Stock Split
7. Shareholder Return Policy _ Reinitiating the Stock Split • The stock split approved with strong shareholder support at the Jan 2025 EGM was put on hold due to litigation by MBK·YP, but its validity was confirmed following the withdrawal of the lawsuit after approximately 18 months of litigation •
Slide 22: 8. Business Performance _ ESG
8. Business Performance _ ESG • Korea Zinc has developed and continues to enhance a sustainability management strategy that integrates financial performance with environmental, social, and governance factors. In governance, it is driving structural reforms by actively adopting global standards, incl
Slide 23: Governance Enhancement and Shareholder Value Creation
03. Governance Enhancement and Shareholder Value Creation 23
Slide 24: 1. Summary of Governance Enhancement Initiatives
1. Summary of Governance Enhancement Initiatives 2023~2024 2025 2026~ 01 1. Strengthening Independence of the Committee • Committees are composed entirely of Independent 1. Enhancement of the Board Structure • Appointed Independent director as chairperson 1. 100% Compliance Rate with KRX Governance
Slide 25: 2. Governance _ KRX Key Governance Indicators
2. Governance _ KRX Key Governance Indicators • In 2026, Korea Zinc’s compliance rate for the KRX Corporate Governance Key Indicators reached 100%, significantly above the listed company average of 59% • Improved 3 areas: holding the AGM outside of peak concentration dates, issuing convocation notic
Slide 26: 2-1. Governance _ KRX Key Governance Indicators (Korea Zinc vs. YP)
2-1. Governance _ KRX Key Governance Indicators (Korea Zinc vs. YP) • Korea Zinc achieves full compliance with the KRX Key Governance Indicators, while YP complies with only 60% - YP limits the impact of the revised Commercial Act by extending director terms and rejecting minority shareholder propos
Slide 27: 2-2. Governance _ Board Structure and Operations Enhancement
2-2. Governance _ Board Structure and Operations Enhancement • Korea Zinc continuously enhances its board structure, operations, and frameworks to strengthen stakeholder trust and create sustainable corporate value Board Structure Total of 14 directors on the Board1) Board of Directors (Chairperson:
Slide 28: 2-3. Governance _ Enhancing Board Diversity and Expertise
2-3. Governance _ Enhancing Board Diversity and Expertise • At the March 2026 AGM, three new directors with international and financial/M&A expertise were appointed based on the Board Skills Matrix (BSM) • Walter McLallen was appointed to enhance Board diversity and strengthen its ability to address
Slide 29: 2-4. Governance _ Strengthening Committee Expertise
2-4. Governance _ Strengthening Committee Expertise • Korea Zinc has strengthened the Board committee expertise by appointing newly elected Independent directors to the committees based on the BSM Committee Composition & Profile Reappointed ■ Chair of Nomination Committee ■ Chair of Audit Committee
Slide 30: 2-5. Governance _ Open Shareholder Nomination Process
2-5. Governance _ Open Shareholder Nomination Process for Independent Director Candidate • Korea Zinc opened shareholder nominations to secure qualified independent director candidates for separately elected Audit Committee roles • The open nomination process will enhance candidate diversity and sha
Slide 31: 2-6. Governance _ Enhancement of Board Training
2-6. Governance _ Enhancement of Board Training • Reflecting the 2025 Board evaluation, the Company has established a 2026 annual training roadmap and is expanding Board education • External expert-led training on governance, capital markets, regulation, and ESG has been added to supplement traditio
Slide 32: 3. 2026 Governance Enhancement Plans
3. 2026 Governance Enhancement Plans 01 Expanded onboarding for new Independent Directors, including company overview session - 3 specialized lectures on the revised Commercial Act, IFRS, and disclosure, and one site visit Board Operation Continued identifying and implementing Board initiatives base
Slide 33: Managerial Concerns Regarding MBK∙YP
04. Managerial Concerns Regarding MBK∙YP 33
Slide 34: 1-1. Managerial Concerns Regarding MBK∙YP _ Case of Company H
1-1. Managerial Concerns Regarding MBK∙YP _ Case of Company H • Despite Company H’s deteriorating performance, MBK prioritized debt repayment over business stabilization, undermining financial soundness and corporate value • As a result, this led to structural governance failures, further expanding
Slide 35: 1-2. Managerial Concerns Regarding MBK∙YP _ Case of Company L
1-2. Managerial Concerns Regarding MBK∙YP _ Case of Company L • Company L was acquired by MBK Partners and Woori Bank in 2019. MBK Partners remains the controlling shareholder with a 60% stake. • Since the acquisition, Company L has faced repeated failure in fraud control, cyber risk, and regulatory
Slide 36: 1-3. Managerial Concerns Regarding MBK∙YP _ Case of Company O
1-3. Managerial Concerns Regarding MBK∙YP _ Case of Company o • Company ‘O’ Implant has been controlled by the MBK–UCK consortium since a 2023 tender offer, giving the PEFs effective influence over strategy and capital allocation • Operating profit reportedly declined sharply while sizable dividends
Slide 37: 1-4. Managerial Concerns Regarding MBK∙YP _ Case of Company Y
1-4. Managerial Concerns Regarding MBK∙YP _ Case of Company Y • The same pattern of management failure seen in Company H was repeated in Company Y; following MBK's divestiture, Company Y successfully returned to profitability through business restructuring, clearly demonstrating the limitations of M
Slide 38: 1-5. Managerial Concerns Regarding MBK∙YP _ Cases of Other Companies
1-5. Managerial Concerns Regarding MBK∙YP _ Cases of Other Companies • A consistent pattern has emerged across MBK-acquired companies: excessive dividends benefit select investors, short-term restructuring for investment recovery, weak operational performance, deteriorating financial stability, and
Slide 39: 2-1. Managerial Concerns _ Ongoing Environmental Violation Risks
2-1. Managerial Concerns Regarding MBK∙YP _ Ongoing Environmental Violation Risks • YP’s Seokpo Smelter faces persistent business suspension risks due to repeated environmental law violations, posing a direct threat to corporate value - YP indicated annual environmental improvement investments of ap
Slide 40: 2-2. Managerial Concerns _ Safety Incidents and Governance Risks
2-2. Managerial Concerns Regarding MBK∙YP _ Safety Incidents and Governance Risks • Safety accidents have repeatedly occurred over several years at Seokpo Smelter, resulting in the indictment and detention of two internal directors for violations of the Serious Accidents Punishment Act, causing seri
Slide 41: Appendix
Appendix 41
Slide 42: [Appendix] Summary of the Securities and Futures Commission's Accounting Review
[Appendix] Summary of the Securities and Futures Commission's Accounting Review • The review findings are best understood as matters of accounting judgment, not as intentional misstatement or management misconduct, and relate to the timing of recognition, valuation assumptions, period allocation, an
Slide 43: [Appendix] Comparison of Regulatory Review Findings: Korea Zinc vs. YP
[Appendix] Comparison of Regulatory Review Findings: Korea Zinc vs. YP • The SFC concluded that YP had intentionally misstated its financial statements by repeatedly under-accruing remediation-related provisions over a four-year period and by applying arbitrary impairment assessments. These violatio
Slide 44: [Appendix] Establishment of a Management Committee to Strengthen Internal Oversight
[Appendix] Establishment of a Management Committee to Strengthen Internal Oversight • Enhancing internal oversight of strategic investments through the establishment of an independent Management Committee Strategy and Investment Review Process • In addition to the existing Investment Review Committe
Slide 45: [Appendix] Independent Evaluation of the Board
[Appendix] Independent Evaluation of the Board • Leading governance guidelines, institutional investors, and proxy advisors-including ISS, Glass Lewis, and KCGS- recommend independent external Board evaluations to enhance transparency, professionalism, and governance practices • Korea Zinc introduce
Slide 46: [Appendix] Timeline of Hostile Takeover
[Appendix] Timeline of Hostile Takeover • Since the announcement of the tender offer, YP has repeatedly filed a series of injunctions against Korea Zinc. • Most were dismissed by the court or voluntarily withdrawn by YP, while a small number remain pending before the court. Korea Zinc Oct. 2, 2024 O
Slide 47: [Appendix] Election of Four Directors by Cumulative Voting
[Appendix] Election of Four Directors by Cumulative Voting • Although four directors are being elected from four nominees, cumulative voting is required under shareholder proposal and the Articles, not at the Company’s discretion. • The Company will conduct the director election through cumulative v
Slide 48: [Appendix] Korea Zinc and Subsidiaries
[Appendix] Korea Zinc and Subsidiaries Smelting Renewables & Hydrogen Secondary battery materials Resource recycling (%) equity stake Sun Metals Crucible KZ Trading KZAM KEMCO Metals Pedal Point Steel Cycle ZOC Vietnam Holdings (50%) (100%) (73%) Holdings (100%) (100%) (100%) (100%) (100%) Trading /
Slide 49: World's Leading Green Energy and Material Provider
World’s Leading Green Energy and Material Provider IR contact [email protected] 49