5.2. | Board of Directors. The Purchaser and the Company agree that upon the Closing (i) the initial Board of Directors shall comprised of seven (7) directors, of which two (2) shall be existing directors of the Company and one (1) shall be the CEO/President of the Company, and (ii) subject to discussions with the appropriate regulatory authorities and compliance with applicable law, the Purchaser shall have the right to nominate at least four (4), but in no event less than four (4), directors (the Purchaser Nominees) to the initial Board of Directors of the Company. Subject to discussions with the appropriate regulatory authorities and compliance with applicable law, the CEO/President shall initially be a Person proposed by the Purchaser and agreed upon by the Company. Notwithstanding the foregoing and in regards to the initial Board of Directors, the Purchaser shall have the right to nominate additional directors in proportion (rounded to the nearest whole number) to its shareholdings in the Company, consistent with the applicable listing rules of the Principal Trading Market or a derogation or exception obtained in regards thereto. After the Closing and the appointment of the initial Board of Directors, the directors of the Company shall be nominated and appointed pursuant to, and in accordance with, applicable laws, rules and regulations, including, but not limited to the applicable listing rules of the Principal Trading Market. The Purchaser shall provide the Company with the identities of the Purchaser Nominees at least 20 calendar days before the Closing Date in order to provide the Company with sufficient time to provide its stockholders with the notice required by Exchange Act |
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Rule 14f-1. On the Closing Date, the Company shall cause the resignation of the directors to be identified by the Company prior to the Closing Date (the Resigning Directors). Pursuant to Section 223 of the Delaware General Corporate Law and the Companys bylaws, immediately upon the resignation of the Resigning Directors, the remaining directors shall appoint the Purchaser Nominees to the Board. Such Purchaser Nominees shall serve as directors of the Company until the next annual meeting of the stockholders. Subject to legal and governance requirements regarding service as directors of the Company, the Board will recommend to its stockholders the election of the Purchaser Nominees. Upon the death, resignation, retirement, disqualification or removal from office of any Purchaser Nominee, the Purchaser shall have right to designate a replacement, which replacement shall satisfy all legal and governance requirements regarding service as a director of the Company. The Purchaser shall have the same proportional representation on any committee or subcommittee of the Board and board of directors of each of the Subsidiaries. |
For the purposes of this Agreement, the term Outside Date shall mean November 15, 2010 or such later date as may be agreed upon by the Parties in writing. |
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WOORI FINANCE HOLDINGS CO. LTD | ||||||
By: | /s/ Pal -Seung Lee |
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Chairman and Chief Executive Officer | ||||||
HANMI FINANCIAL CORPORATION | ||||||
By: | /s/ Joseph K. Rho |
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Chairman of the Board |