[비즈한국] NH Investment & Securities005940 has proposed an amendment to its articles of incorporation at the regular shareholders' meeting on March 26 to increase the limit for new share issuance via third-party allotment from the existing 30% of total issued shares to 50%. The National Pension Service (NPS) has decided to exercise its voting rights against this agenda item, citing that it could dilute the preemptive rights of existing shareholders. Global proxy advisor ISS also issued an opinion opposing the same agenda item.
NH Investment & Securities presented the reason for the amendment as 'securing swift and flexible capital raising measures.' At this general meeting, the company placed the agenda for expanding the third-party allotted new share limit alongside revisions to the articles regarding the cumulative voting system. If the amendment is passed, the scale of new shares that can be issued to specific third parties without offering them to existing shareholders will increase.
The opposing side is raising issues about the potential for weakening shareholder rights. In its stance on the exercise of voting rights disclosed on the 24th, the NPS stated that it opposes the NH Investment & Securities agenda as it "weakens the preemptive rights of shareholders without valid justification." ISS also noted that if the limit for issuing new shares without shareholder allocation is expanded to 50% through the amendment, the potential for equity dilution for existing shareholders increases, and management's discretion could become excessively broad.
This agenda item is noteworthy given that it comes at a time when NH Investment & Securities is emphasizing the expansion of shareholder returns. In 2025, NH Investment & Securities recorded a consolidated operating profit of 1.4206 trillion KRW and a net profit of 1.0315 trillion KRW. This month, it also decided on a cash dividend of 1,300 KRW per common share, totaling 487.8 billion KRW. At a time when the company is promoting performance improvement and increased dividends, it is simultaneously pushing for an amendment to broaden its discretion for future capital increases.
The entry into the Investment Management Account (IMA) business is cited as the background for the company's move to expand its capital-raising tools. On March 18, the Financial Services Commission designated NH Investment & Securities as a comprehensive financial investment business entity with equity capital of 8 trillion KRW or more, allowing the firm to conduct IMA operations. Financial authorities have set the procurement limit through issued notes and IMAs at 300% of equity capital.
According to Korea Ratings, as of the end of 2025, NH Investment & Securities' risk exposure was 23.9 trillion KRW, and the ratio of risk exposure to equity capital was 278.3%. This is an indicator showing the company's risk exposure level and is different in nature from the 300% equity capital procurement limit for IMAs and issued notes. Interpreters suggest that rather than concluding that NH Investment & Securities is immediately planning a capital increase, this move is intended to broaden available capital expansion tools in preparation for the expansion of the IMA business.
In the proxy battle, the shareholding structure of the largest shareholder is considered a key variable. The largest shareholder of NH Investment & Securities is NongHyup Financial Group and four others, holding a 61.94% stake. The National Pension Service holds an 8% stake. Despite the opposition from the NPS and ISS, the industry predicts that the agenda is highly likely to pass given the stakes held by the largest shareholder. This shareholders' meeting is interpreted as an example of how securities firms are balancing their emphasis on 'value-up' programs and shareholder returns while simultaneously seeking to secure broader discretion for future capital expansion and share issuance.