[Edaily Marketin Reporter Hur Jieun ] At the extraordinary general meeting of shareholders held today (the 9th) by KoreaZinc(010130), Hanwha and LG Corp. emerged as key swing voters. With the “3% rule” applied to the agenda item on the appointment of separately elected audit committee members—the most critical turning point—and the National Pension Service, which holds approximately 5% of the shares, effectively declaring neutrality, the balance of power could shift or become deadlocked depending on how Hanwha and LG Corp. cast their votes.

According to investment banking (IB) industry sources, most key stakeholders considered friendly to KoreaZinc Chairman Yoon Choi—including Hanwha, LG Corp., and Crucible JV—attended the meeting that day. However, HyundaiMotor, which holds about a 5% stake, was absent again and chose not to exercise its voting rights. Since the outbreak of the management control dispute at KoreaZinc in 2024, HyundaiMotor has effectively distanced itself from the conflict by failing to attend any subsequent board meetings.

At the AGM, Agenda Item No. 1—amendments to the Articles of Incorporation—Agenda Item No. 2—the appointment of four independent directors via the cumulative voting system—and Agenda Item No. 3—the election of audit committee members to be elected separately in accordance with the revised Commercial Act—were put to a vote. Given the nature of the cumulative voting system for Agenda Item 2, it is highly likely that votes will be split between the two sides, resulting in a shared stake on the board; therefore, the actual outcome is expected to hinge on the race for the most votes in Agenda Item 3, which concerns the election of a single audit committee member.

Agenda Item 3 is subject to the “3% rule,” which limits the combined voting rights of major shareholders and related parties to 3%. The MBK Partners–Youngpoong alliance, which holds approximately 41–42% of the shares, is bound by the 3% rule and can exercise only 3% of the voting rights during the audit committee election. Chairman Yoon Choi’s side is also subject to the 3% limit, as the stakes held by relatives and special-purpose companies (SPCs) are treated as part of the major shareholder’s group.

In this situation, the key factor determining the outcome is the ability of shareholders classified as allies of Chairman Choi to utilize the 3% rule. Third-party friendly shareholders who do not fall within the scope of the largest shareholder’s related parties can independently exercise up to 3% of the voting rights per entity. Hanwha Group currently holds approximately 5.9% of the voting rights through three affiliates: Hanwha H2 Energy (4.76%), Hanwha Impact (1.79%), and Hanwha Corp. (1.14%). LGCHEM,LTD (1.89%) and Crucible JV (approximately 10%, capped at 3%) could also contribute votes.

Another variable is that the National Pension Service (5.48%), which was initially considered a swing vote, has confirmed it will remain neutral. The National Pension Service has decided to vote in favor of both Baek In-kyu, the candidate backed by KoreaZinc for Agenda Item No. 3, and Park Yu-kyung, the candidate backed by MBK and Youngpoong, while allocating one-fourth of its votes to each of the four independent director candidates. Following the National Pension Service’s declaration of neutrality, it has become more likely that other institutional investors will also refer to the recommendations of proxy advisory firms.