Notice of Access Bio Annual General Meeting 2023

Notice of Access Bio Annual General Meeting 2023

 

Access Bio will hold the 21^st Annual General Meeting of shareholders as follows.

If you can not attend, you can exercise your voting rights in writing, so please review the attached documents and exercise your rights by March 21, 2023.

1. Date and Time: 9:00 AM on March 28, 2023
2. Location: 2F, 16, Magokjungang 8-ro 1-gil, Gangseo-gu, Seoul, Republic of Korea (“Korea”)
3. Report

• Audit Report
• Business Report
• Internal Control over Financial Reporting (ICFR) Evaluation Report

1. Resolutions

• Resolution 1: Approval of Financial Statements for FY 2022

*Distribution of profit through cash payment: USD 0.67 per share

• Resolution 2: Approval of Amendment to Certification of Incorporation
• Resolution 3: Approval of Election of Board Members

3-1: Election of Inside Director, Heedeok Park

3-2: Election of Outside Director, Jinsu Jeong

• Resolution 4: Approval of Director’s Compensation
• Resolution 5: Approval of Internal Auditor’s Compensation

1. Pursuant to Article 10, Paragraph 1 of the Articles of Incorporation, the AGM is held at a place in Korea.
2. KDR (Korean Depository Receipt) is issued based on Access Bio’s common stock, and the terms of KDR are specified in the depository agreement between Access Bio and Korean Securities Depository (KSD). Please refer to this agreement posted on the Access Bio's IR website (http://www.accessbio.kr) for details.
3. KDR holders can exercise their voting rights in one of the following ways.

① Attending AGM in person

② Applying for the exercise of voting rights through KSD.

If you choose ② to exercise your voting right, please complete and return the 「Application for Exercise of Voting Rights」 by March 21, 2023 (Tuesday).

* A template for 「Application for exercise of voting rights」 is available on the ”Announcement of the General Meeting of Shareholders” posted on the Electronic Disclosure System http://dart.fss.or.kr/ of the Financial Supervisory Service and on the Company’s http://www.accessbio.kr.

1. Required documents for attending AGM

• Voting by attending in person: ID
• Voting by Proxy: Power of Attorney, Copy of Seal Certificate, agent's ID, KDR holder's ID

1. More information for the resolutions of AGM is available on the Electronic Disclosure System of the Financial Supervisory Service http://dart.fss.or.kr/.
2. The 2022 annual report and audited financial report will be posted on the Company’s website http://www.accessbio.kr no later than one week prior to AGM.
3. Souvenirs will not be provided at AGM.

 

 

Access Bio, Inc.

Young Ho Choi

Chief Executive Officer

March 07, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to the Resolutions

 

 

Resolution 2. Approval of amendment to Certification of Incorporation

Before	Revised	Reason for Amendment
THREE: (i) The Board of Directors of the Corporation (the “Board of Directors”) shall be divided into three classes designated as Class I, Class II and Class III.  The directors listed below shall be assigned to the aforementioned classes: (a) Class I – Eui Sang Han and Sung-oh Chung; (b) Class II – Nam Hyun Ryu and Jinsu Jeong; and (c) Class III – Kueun Hyeong Lee and Young Ho Choi. In case of any increase or decrease in the number of directors, the number of directors in each class shall be apportioned by resolution or resolutions of the Board of Directors. No decrease in the number of directors shall shorten the term of any incumbent director.   (ii) Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting of the shareholders at which such director was elected meaning each director assigned to Class 1 shall serve for a term ending on the date of the Corporation’s annual meeting of stockholders in 2022 each director assigned to Class 2 shall serve for a term ending on the date of the Corporation’s annual meeting of stockholders in 2020; and each director assigned to Class 3 shall serve for a term ending on the date of the Corporation’s annual meeting of stockholders in 2021 subject to such director’s earlier death, resignation or removal. Each director elected by the resolution of Stockholders to fill such vacancy shall hold office until the expiration of the term of office whom he/she has replaced, subject to his/her earlier death, resignation, disqualification or removal. As a director’s term expires or is sooner ended due to death, resignation or removal, such director position shall be filled in accordance with the provisions of this Certificate of Incorporation and the bylaws of the Corporation.”	THREE: The Board of Directors of the Corporation shall be divided into three classes: Class I, Class II and Class III. The number of directors in each class shall be fixed exclusively by the Board of Directors and shall be the same number for each class. The term of directors in Class III shall expire on the first annual meeting of stockholders following the effectiveness of this Second Amended and Restated Certificate of Incorporation, the term of directors in Class I shall expire on the second annual meeting of stockholders following the effectiveness of this Second Amended and Restated Certificate of Incorporation, and the term of directors in Class II shall expire on the third annual meeting of stockholders following the effectiveness of this Second Amended and Restated Certificate of Incorporation. Commencing at the first annual meeting of stockholders following the effectiveness of this Second Amended and Restated Certificate of Incorporation, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.   (ii) Delete	Deletion of director’s name and reorganization of terms of office

Resolution 3. Approval of Election of Board Members

3-1. Election of Inside Director, Heedeok Park

 

Name	Date of birth	Term of office	Appointment Type	Careers
Heedeok Park	1968-02	3 years (Until 2026 annual shareholders’ meeting)	New appointment	·         Master of Department of Pharmaceutical Industry, Chung-Ang University ·         Head of Business Management Division of PharmGen Science, Inc. ·         CEO of PharmGen Science, Inc.

 

 

3-2 Election of Outside Director, Jinsu Jeong

 

Name	Date of birth	Term of office	Appointment Type	Careers
Jinsu Jeong	1961-12	3 years (Until 2026 annual shareholders’ meeting)	Reappointment	·         Seoul National University College of Law, LL.B. ·         Attorney of Yoon & Yang, LLC ·         Managing Partner of Yoon & Yang, LLC

 

 

Resolution 4 & 5. Approval of Director and Internal Auditor’ Compensation

 

Category	Number of members	The maximum limit of compensation
Director (Outside Director)	6 (2)	USD 20,000,000
Internal Auditor	1	USD 150,000