Korean Air-Asiana Merger Decision: Small-scale merger, regulatory approvals and shareholder opposition risks

Korean Air to merge with Asiana Airlines via small-scale merger (Commercial Act Article 527-3).
Purpose: resolve overlapping business inefficiencies, create group synergy, integrate LCC subsidiaries.
Korean Air shareholders have no appraisal rights; Asiana shareholders have rights.
Can switch to general merger if more than 20% of shares object.
Merger ratio calculated per regulations; specific figures to be disclosed in securities report.
Requires aviation business license from Ministry of Land, Infrastructure and Transport; merger filings in Vietnam and other countries.
Asiana shareholder special resolution needed (2/3 of attending votes, 1/3 of total shares).
Merger can be terminated if total appraisal claim exceeds 1 trillion won.
ESG committee (3 outside directors) reviewed merger terms and board approved.
Listed status maintained; fractional shares cashed out and acquired as treasury shares.