At the regular general meeting of shareholders of UANGEL, a listed company in the securities market that had been entangled in a management rights dispute with the second-largest shareholder, four directors, including CEO Ju Ji-won, proposed by the largest shareholder, were appointed at the meeting. The second-largest shareholder also noted that they had agreed in advance.
The company's initially proposed dividend of 40 won per share was adjusted upwards to 70 won per share after coordination with the second-largest shareholder's proposal of 200 won per share. The company stated that it actively accepted the second-largest shareholder's requests and introduced differential and quarterly dividends. It also announced plans to retire 500,000 of its own shares in the future.
At the 26th regular general meeting of shareholders of UANGEL held on the morning of the 28th in Bundang-gu, Seongnam, the appointment of two inside directors and two outside directors proposed by the largest shareholder passed. A total of 169 shareholders (including proxy votes) participated in the meeting, representing 64.99% (8.034259 million shares) of the voting shares.
As inside directors, CEO Ju Ji-won was successfully reappointed, and Jang Ji-hyun, head of UANGEL's ICT convergence division, was newly appointed. Oh Se-hyun, CEO of Pump Korea, and Jang Seok-heon, Executive Director of Volvik, were elected as outside directors.
The previously proposed appointment of Chairperson Park Ji-hyang as an inside director was not presented as Park expressed her intention to withdraw as a candidate. Park is the widow of the late founder and former CEO Choi Chung-yeol. She currently serves as a non-registered officer and is the vice-chairperson of the company.
The second-largest shareholder, The One MTS, declared a change in the purpose of its 9.91% equity stake from 'simple investment' to 'influence over management' on the 12th of last month, announcing its participation in management. The largest shareholder's equity stake, excluding the Employee Welfare Fund's stake (7.50%), stands at 9.39%, leading to an expected fierce vote battle at this shareholders' meeting.
On the 21st of this month, The One MTS also sent a shareholder letter requesting proxy votes through the shareholder action platform Act to minority shareholders. The One MTS claimed, "The 170,000 shares of treasury stock acquired by the company at the end of last year are being misused as a means to defend management rights," and noted that "the accumulated remuneration of registered directors during a period without dividends has reached 9.6 billion won, while management has taken large salaries without fulfilling their obligation to enhance shareholder value."
Contrary to expectations, the regular general meeting on this day showed that the second-largest shareholder and minority shareholder alliance and management were able to partially coordinate their opinions. The second-largest shareholder suggested at the meeting, "While the 40 won dividend per share is somewhat low considering the average dividend payout ratio in the securities market, the proposed cash dividend of 200 won per share could burden investments for company growth, such as in the smart learning business, so we will amend it to 70 won per share." This amendment proposal was passed with the consent of the shareholders present at the meeting.
After the shareholders' meeting, The One MTS stated through materials that it delegated all voting rights to UANGEL during the regular general meeting. The One MTS said, "The affirmative vote rate for the proposals presented at the regular general meeting with the current management was over 95%," and noted that it would actively cooperate to eliminate factors of management rights disputes regarding UANGEL in the future.
The provisions regarding differential dividends and quarterly dividends proposed by the company have also been established in the articles of incorporation. Accordingly, the company can now implement quarterly dividends, and dividends can be distributed favorably to general shareholders compared to the largest shareholders and related parties.
CEO Ju noted, "With the introduction of differential dividends, I wanted to convey a message about returning value to shareholders to the market by having the major shareholders take less in dividends," and added, "We aimed to actively respond to the requests of The One MTS and the minority shareholder alliance, which led to the announcement of share buyback and a dividend of 70 won per share." The day before, UANGEL announced plans to retire 500,000 shares by 2026.
The adjustments regarding the number of directors (from 10 to 7) and the number of auditors (from 2 to 1), along with the reduction of the director remuneration limit from 5 billion won to 2.5 billion won, and the auditor remuneration limit from 100 million won to 20 million won, as well as the approval of financial statements, were all passed at this shareholders' meeting.
Lee Sang-mok, representative of Act, who attended the shareholders' meeting, stated, "I appreciate that the company first proposed differential and quarterly dividends in the changes to the articles of incorporation and also thank them for announcing the share buyback. In the future, I request that the company specifies a precise shareholder return rate of 30% and consistently maintains the principles of share buybacks."