Exhibit 99.1(5)
| Minute of the 4th BOD Meeting in FY2017 |
April 14, 2017
KB Insurance Co., Ltd.
| 1. Date: | April 14, 2017 (Friday), 15:40 | |
| 2. Place: | Management Conference Room, 17th Fl. Head Office | |
| 3. Attendees: | Five out of a total of 6 directors (4 out of the 4 outside directors present) | |
| Directors present: | Jong-Hee Yang, Yong-In Shin, Jae-Ho Shim, Jin-Hyun Park, Chang-Gi Kim | |
Pursuant to Article 10, Paragraph 2 of the Regulation on Board of Directors, all the directors granted a prior consent to shortening the period before convening the BOD meeting. Hence, Chairman Jong-Hee Yang confirmed requirements for convocation of a BOD meeting prescribed in Article 12 of the Regulation on the Board of Directors under Article 5 thereof, announced convocation of the meeting, and referred agenda for deliberation.
<Resolution Items>
1. Approval for stock exchange
2. Approval for (the bill of) convening an extraordinary general shareholders’ meeting in 2017
<Blank below>
Resolution Item 1: Approval for stock exchange
Chairman Jong-Hee Yang referred Resolution Item 1 (Approval for stock exchange) for deliberation by the directors. Directors were briefed in details by the reporter (Young-Taek Oh, Manager of Business Management Department) concerning the item.
| ☐ | Major content concerning the resolution item ‘Approval for stock exchange’ |
| Reason for exchange | Incorporated as a subsidiary wholly owned by KB Financial Group | No. of applicable shares | 40,027,241 shares at max (exclusive of the shares currently held by the largest shareholder and those participating in self-tender) | |||
| Exchange ratio | 0.5728700 share of KB Financial Group per share of the Company | Base date for exchange ratio | April 13, 2017 (one day before the resolution by the BOD) | |||
| Method of exchange | Exchanged with the treasury stocks held by KB Financial Group | Method of resolution | Approval at an extraordinary general shareholders’ meeting (special resolution) | |||
| Purchase unit price in the event of exercise of the stock put option | KRW27,495 per share | Others | Self-tender by KB Financial Group will precede first | |||
Directors agreed that they have no particular objection to this item, approving it as referred by unanimous assent of all the directors present.
<Blank below>
Resolution Item 2: Approval for (the bill of) convening an extraordinary general shareholders’ meeting in 2017
Chairman Jong-Hee Yang referred Resolution Item 2 (Approval for (the bill of) convening an extraordinary general shareholders’ meeting in 2017) for deliberation by the directors. Directors were briefed in details by the reporter (Young-Taek Oh, Manager of Business Management Department) concerning the item.
Directors agreed that they have no particular objection to this item, approving it as referred as below by unanimous assent of all the directors present.
| Description |
Major details | |
| I. Time and place | June 5, 2017 (Thursday), 09:00 Art Hall, 2nd basement fl. KB Insurance Bldg. 117, Teheran-ro, Gangnam-gu, Seoul | |
| II. Objective of the meeting | Agenda Item 1: Approval for stock exchange |
<Blank below>
Now, Chairman hereby declares closing of the meeting at 4:10 p.m., April 14, 2017 as the deliberation by the BOD is completed as above.
IN WITNESS WHEREOF, this meeting minute is prepared and signed and sealed by the Chairman and directors present.
April 14, 2017
KB Insurance Co., Ltd.
| Chairman Jong-Hee Yang | (signature) | Director Yong-In Shin | (signature) | |||
| Director Jae-Ho Shim | (signature) | Director Jin-Hyun Park | (signature) | |||
| Director Chang-Gi Kim | (signature) | Director Jae Keun Lee (absent) | ||||