Report of Foreign Issuer (6-k)
23 February 2018 - 10:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
6-K
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE
13a-16
OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2018
Commission File Number:
000-53445
KB Financial Group Inc.
(Translation of registrants name into English
26,
Gukjegeumyung-ro
8-gil,
Yeongdeungpo-gu,
Seoul 07331, Korea
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of
Form 20-F
or
Form 40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the
Form 6-K
in paper as permitted by
Regulation S-T
Rule 101(b)(1): ☐
Note
: Regulation
S-T
Rule 101(b)(1) only permits the submission in paper of a Form
6-K
if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the
registrant is submitting the
Form 6-K
in paper as permitted by
Regulation S-T
Rule 101(b)(7): ☐
Note
: Regulation
S-T
Rule 101(b)(7) only permits the submission in paper of a Form
6-K
if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required
to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form
6-K
submission or other Commission filing on EDGAR.
Convocation of Annual General Meeting of Shareholders
of KB Financial Group Inc. for Fiscal Year 2017
On February 23, 2018, the board of directors of KB Financial Group Inc. resolved to convene the annual general meeting of shareholders for fiscal year
2017 as follows:
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Date and Time: March 23, 2018, 10:00 A.M. local time
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Venue: Fourth Floor Auditorium, Kookmin Bank, 26,
Gukjegeumyung-ro
8-gil,
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Yeongdeungpo-gu,
Seoul, Korea
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1)
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Approval of financial statements and the proposed dividend payment for fiscal year 2017
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2)
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Amendment of the articles of incorporation
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3)
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Appointment of
non-executive
directors
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3-1)
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Non-Executive
Director Candidate: Suk Ho Sonu
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3-2)
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Non-Executive
Director Candidate: Myung Hee Choi
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3-3)
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Non-Executive
Director Candidate: Kouwhan Jeong
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3-4)
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Non-Executive
Director Candidate: Suk Ryul Yoo
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3-5)
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Non-Executive
Director Candidate: Jae Ha Park
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4)
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Appointment of a non-executive director, who will serve as a member of the Audit Committee*
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Non-Executive
Director Candidate: Jongsoo Han
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5)
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Appointment of members of the Audit Committee, who are
non-executive
directors
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5-1)
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Audit Committee Member Candidate: Suk Ho Sonu
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5-2)
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Audit Committee Member Candidate: Kouwhan Jeong
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5-3)
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Audit Committee Member Candidate: Jae Ha Park
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6)
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Approval of the aggregate remuneration limit for directors
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7)
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Amendment to the articles of incorporation (proposed by the Labor Union of Kookmin Bank and others)**
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7-1)
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Amendment to Article 36 of the articles of incorporation
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7-2)
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Amendment to Article 48 of the articles of incorporation
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8)
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Appointment of a
non-executive
director (proposed by the Labor Union of Kookmin Bank and others)**
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Non-Executive
Director Candidate: SoonWon Kwon
*
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Pursuant to Article 19, Paragraph (5) of the Act on Corporate Governance of Financial Companies
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**
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Shareholders proposal from the Labor Union of Kookmin Bank, a chapter of the Korean Financial Industry Union, and others
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Shareholders may exercise their voting rights without attending the meeting in person by submitting their voting cards by mail.
Nominees for
Non-Executive
Directors
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Name
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Date of Birth
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Term of
Office
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New
Appointment
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Career (including current
position)
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Name of Other
Entities of Which
the
Nominee
Serves as a
Director
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Suk Ho Sonu
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September 1951
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2 years
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Yes
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Visiting Professor, Seoul National University Business School (Current)
Dean, Hongik Graduate School
of Business Administration
President, Korea Money and Finance Association
President, Korea Finance
Association
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Myung Hee Choi
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February 1952
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2 years
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Yes
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Vice President, Korea Internal Control Assessment Institute (Current)
Auditor, Korea Exchange
Bank
Director, Financial
Supervisory Service
Senior Operation Officer, Seoul Branch, Citibank Korea
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Kouwhan Jeong
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September 1953
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2 years
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Yes
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President Attorney at Law, Nambujeil Law and Notary Office Inc. (Current)
Chairperson, Consumer Dispute
Settlement Commission, Korea Consumer Agency
Standing Mediator, Korea Medical Dispute Mediation and Arbitration
Branch Chief Prosecutor,
Bucheon Branch Office, Incheon District Prosecutors Office
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President Attorney at Law, Nambujeil Law and Notary Office Inc.
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Name
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Date of Birth
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Term of
Office
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New
Appointment
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Career (including current
position)
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Name of Other
Entities of Which
the
Nominee
Serves as a
Director
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Suk Ryul Yoo
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April 1950
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1 year
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No
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Visiting Professor, Seoul National University
Chairman, Credit Finance
Association
President & CEO, Samsung Total Petrochemicals Co., Ltd.
President & CEO,
Samsung Card Co., Ltd.
President & CEO, Samsung Life Insurance Co., Ltd.
President & CEO,
Samsung Securities Co., Ltd.
President & CEO, Samsung Capital Co., Ltd.
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President & CEO, Jungmok
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Jae Ha Park
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November 1957
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1 year
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No
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Senior Research Fellow, Korea Institute of Finance (Current)
Deputy Dean, Asian
Development Bank Institute
Vice President, Korea Institute of Finance
Vice Chairman, Korea Money
and Finance Association
Senior Counselor to the Minister, Ministry of Economy and Finance
Outside Director, Shinhan
Bank
Outside Director,
Daewoo Securities
Outside
Director, Jeonbuk Bank
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Nominee for
Non-Executive
Director, Who Will Serve as a Member of
the Audit Committee
*
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Name
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Date of Birth
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Term of
Office
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New
Appointment
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Career (including current position)
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Jongsoo Han
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October 1960
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1 year
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No
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Professor, Ewha Womans University (Current)
Member, IFRS Interpretations
Committee (Current)
President, Korean Academic Society of Accounting (Current)
Vice President, Korea
Accounting Association (Current)
Member, Korea Accounting Deliberating Council, Financial Services Commission
Member, Korea Accounting
Standards Board
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*
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Pursuant to Article 19, Paragraph (5) of the Act on Corporate Governance of Financial Companies
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Nominees for Members of the Audit Committee, Who Are
Non-Executive
Directors
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Name
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Date of Birth
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Term of
Office
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New
Appointment
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Career (including current position)
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Suk Ho Sonu
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September 1951
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1 year
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Yes
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Visiting Professor, Seoul National University Business School (Current)
Dean, Hongik Graduate School
of Business Administration
President, Korea Money and Finance Association
President, Korea Finance
Association
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Kouwhan Jeong
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September 1953
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1 year
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Yes
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President Attorney at Law, Nambujeil Law and Notary Office Inc. (Current)
Chairperson, Consumer Dispute
Settlement Commission, Korea Consumer Agency
Standing Mediator, Korea Medical Dispute Mediation and Arbitration
Branch Chief Prosecutor,
Bucheon Branch Office, Incheon District Prosecutors Office
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Name
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Date of Birth
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Term of
Office
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New
Appointment
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Career (including current position)
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Jae Ha Park
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November 1957
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1 year
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No
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Senior Research Fellow, Korea Institute of Finance (Current)
Deputy Dean, Asian
Development Bank Institute
Vice President, Korea Institute of Finance
Vice Chairman, Korea Money
and Finance Association
Senior Counselor to the Minister, Ministry of Economy and Finance
Outside Director, Shinhan
Bank
Outside Director,
Daewoo Securities
Outside
Director, Jeonbuk Bank
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Nominee for
Non-Executive
Director (proposed by the Labor Union of Kookmin Bank
and others)**
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Name
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Date of Birth
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Term of
Office
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New
Appointment
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Career (including current position)
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SoonWon Kwon
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September
1967
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2 years
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Yes
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Professor, Division of Business Administration, Sookmyung Womens
University (Current)
Member, Research Committee for Corporate Governance, Korea Corporate Governance Service
(Current)
Member,
Advisory Committee, Ministry of Employment and Labor (Current)
Vice President, Korean Academy of Organization and Management (Current)
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**
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Shareholders proposal from the Labor Union of Kookmin Bank, a chapter of the Korean Financial Industry Union, and others
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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KB Financial Group Inc.
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(Registrant)
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Date: February 23, 2018
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By:
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/s/
Ki-Hwan
Kim
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(Signature)
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Name:
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Ki-Hwan
Kim
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Title:
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Senior Managing Director and Chief Financial Officer
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