Naver Corporation

12/06/2021 | Press release | Distributed by Public on 12/05/2021 18:39

Decision on Paid-in Capital Increase (Material Business Matters of Subsidiary Company)

Decision on Paid-In Capital Increase (Material Business Matters of Subsidiary Company)
Subsidiary company NAVER Z Corporation 's material business matters to report
1. Class and number of new shares Common stock (shrs.) -
Different classes of stocks (shrs.) 28,624
2. Par value per share (KRW) 5,000
3. Total number of shares issued before increase of capital stock Common stock (shrs.) 100,000
Different classes of stocks (shrs.) 19,651
4. Purpose of financing Facility investment (KRW) -
Business acquisition (KRW) -
Operating capital (KRW) 223,581,520,144
Debt repayment (KRW) -
Acquisition of securities issued by other corporations (KRW) -
Other purposes (KRW) -
5. Method of capital increase Third-party allotment
[Third-party Allotment]
6. Issuing price of new shares Common stock (KRW) -
Different classes of stocks (KRW) 7,810,981
7. Discount or premium ratio to the standard price of share (%) 156,119.62
8. Basis for articles of association Article No. 11
9. Date for payment of subscription money 2021-12-07
10. Record date of dividend payout 2020-12-31
11. Scheduled delivery date of new share certificates -
12. Concerning investment in kind
- Invested in kind? Not applicable
- Unlisted shares among investment in kind? Not applicable
- Price of shares scheduled to be contributed in kind Investment in kind amount (KRW) -
Ratio to total assets of the latest fiscal year (%) -
- Number of shares scheduled to be contributed -
13. Date of board resolution (decision date) 2021-11-30
- Attendance of outside directors Present (No.) -
Absent (No.) -
- Attendance of auditors (members of Audit Committee who are not outside directors) -
14. Subject to filing of securities registration statement? No
15. Reasons for exemption from filing securities registration statement, if exempted -
16. Subject to reporting to the Fair Trade Commission? Yes
17. Other matters to be factored into investment decisions - The preferred stocks issued this time by Naver Z, our company's subsidiary, and the preferred stocks among "3. Total number of shares before increase of capital stock" are the redeemable convertible preferred stocks, and have 1 voting right per share just as the common stocks.
- "7. Discount or premium ratio to the standard price of share" is a figure calculated based on the par value per share.
- "11. Scheduled delivery date of new share certificates" has been omitted since Naver Z, our company's subsidiary, does not issue share certificates and hence, no separate share certificates are delivered.
- "13. Date of board resolution" is the date of resolution of the general meeting of shareholders of Naver Z.
※ Related disclosure -
[Basis in Articles of Association, Purpose, etc]
Basis Purpose
Article 11. Preemptive Rights
(Omitted)
② Notwithstanding the provisions of Paragraph 1, and where applicable under any of the following Subparagraphs, new shares may be allocated to the non-shareholders by the board's resolution.
(Omitted)
3. Where new stocks are issued to the other party for the purposes of the introduction of technology, research and development, production, sales, and capital alliance which are important for business without exceeding 35% of the total number of outstanding stocks. 		- Strategic alliance via capital increase
[Details of Third-party Allotment]
Name of the third party Relationship to company or the largest shareholder Reason for selection Details of trading & planning within six months before and after decision on capital increase Number of shares allotted (shrs.) Remarks
HYBE Inc. Other Decided in consideration of the purpose of capital increase, investor's intention, ability to pay, etc. - 903 -
YG Metaverse New Technology Investment Association Other Decided in consideration of the purpose of capital increase, investor's intention, ability to pay, etc. - 545 -
YG Plus Co., Ltd. Other Decided in consideration of the purpose of capital increase, investor's intention, ability to pay, etc. - 364 -
JYP Entertainment Co., Ltd. Other Decided in consideration of the purpose of capital increase, investor's intention, ability to pay, etc. - 909 -
Naver Webtoon Affiliated company Decided in consideration of the purpose of capital increase, investor's intention, ability to pay, etc. - 909 -
Mirae Asset Capital Co., Ltd. Other Decided in consideration of the purpose of capital increase, investor's intention, ability to pay, etc. - 2,176 -
Mirae Asset Consulting Co., Ltd. Other Decided in consideration of the purpose of capital increase, investor's intention, ability to pay, etc. - 384 -
SVF II Aggregator (Singapore) Pte. Ltd. Other Decided in consideration of the purpose of capital increase, investor's intention, ability to pay, etc. - 22,434 -
[Details of Subsidiary Company]
Name of subsidiary company NAVER Z Corporation Name in English NAVER Z Corporation
- Representative Chang-wook Kim, Dae-wook Kim
- Main business Data Base Activities and On-line Information Provision Services
- Major subsidiary company? No
Total assets of subsidiary company (KRW) 21,521,632,124
Consolidated total assets of parent company (KRW) 17,014,238,663,770
Ratio to consolidated total assets of parent company (%) 0.13