Min Hee-jin Files Injunction (2024Kahap21391) to Convene ADOR Extraordinary Shareholders’ Meeting and Reappoint Inside Director
Hello.
This is Macoll Consulting Group, handling media communications together with the law firm Shin & Kim, which represents former ADOR CEO Min Hee-jin.
Today, former CEO Min Hee-jin filed an “Application for Injunction to Convene an ADOR Extraordinary General Meeting of Shareholders and Reappoint ADOR Inside Director” with the Seoul Central District Court (Seoul Central District Court Case No. 2024kahap21391, Injunction on Exercise of Voting Rights, etc.). Below is an explanation of why, after her dismissal as CEO, she filed for an injunction for director appointment and CEO appointment rather than an injunction to suspend the effect of her dismissal.
The dismissal of former CEO Min Hee-jin from her position as CEO violates the shareholder agreement and also contravenes the court’s injunction decision prohibiting the exercise of voting rights. Accordingly, we had been preparing an injunction to dispute the validity of her dismissal as CEO. However, considering that an extraordinary general meeting of shareholders is needed to reappoint ADOR directors before November 2, 2024, and taking into account the court’s deliberation period for injunctions, we filed an injunction seeking to have former CEO Min Hee-jin reappointed as an ADOR director and then appointed as CEO.
Under the shareholder agreement, former CEO Min Hee-jin is guaranteed a 5-year term as ADOR’s CEO and inside director. Despite the fact that this was already clearly recognized in the Seoul Central District Court’s injunction decision prohibiting the exercise of voting rights, HYBE unilaterally dismissed former CEO Min Hee-jin from her position as CEO for the same reasons as before. This is a direct violation of the still-valid shareholder agreement and the court’s injunction decision ordering the protection of her CEO term.
On November 2, 2024, former CEO Min Hee-jin’s 3-year term as an inside director of ADOR will expire. With less than 2 months remaining in former CEO Min Hee-jin’s term as inside director, HYBE is unilaterally claiming without any basis that the shareholder agreement has been terminated. Under these circumstances, it is obvious that HYBE will not reappoint former CEO Min Hee-jin as an inside director.
Therefore, we were compelled to file an injunction to convene an extraordinary general meeting of shareholders before former CEO Min Hee-jin’s term as inside director expires, and to exercise voting rights in favor of the “Reappointment of Inside Director Min Hee-jin.”
We urge HYBE to cease its continuous breach of contract, obstruction of business, defamation, and insults, and to make rational management decisions for the future of ADOR and NewJeans.
Regarding former CEO Min Hee-jin’s filing of an injunction for reappointment as inside director with the court, HYBE stated, “The shareholder agreement has already been terminated, and it loses effect upon termination,” adding, “A lawsuit to confirm the termination of the shareholder agreement has been filed to receive legal confirmation of this, so we just need to wait for the legal judgment.” HYBE further explained regarding former CEO Min’s dismissal that “This was a decision made independently by ADOR’s Board of Directors based on management judgment, and it is unrelated to HYBE or the shareholder agreement.”