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2 The 33rd Annual General Meeting of Shareholders 2020.03.17

Notice for 33rd Annual General Meeting of Shareholders

 

Pursuant to Article 365 of the Korean Commercial Act and Article 17 of the Articles of Incorporation of the Company, the company will be holding its 33rd Annual General Meeting(hereafter ‘AGM’) of Shareholders as follows, and invites shareholders to attend the Meeting :

1. Date and time of the AGM : Tuesday, March 31st, 2020 10:00 A.M (KST)

2. Place of the Meeting : Vision Hall, KT&G Human Resources Development Institute, 71, Beotkkot-gil, Daedeok-gu, Daejeon, Rep. of KOREA

3. Agenda of AGM for the 33rd Fiscal Year
 A. Matters to Report : Audit Report, Business Report, Internal Accounting Control System Operation Status Evaluation Report
 B. Matters for Approval (※ Detailed agenda can be found in the attachment file)
  1) Agenda 1 : Approval of Financial Statements (Consolidated and Separate) and Statement of Appropriation of Retained Earnings for the 33rd Fiscal Year
  2) Agenda 2 : Appointment of Three Members of Board of Directors (Outside Directors)
    - Agenda 2-1. Appointment of Outside Director (Koh, Yun-sung)
    - Agenda 2-2. Appointment of Outside Director (Kim, Myung-chul)
    - Agenda 2-3. Appointment of Outside Director (Hong, Hyun-jong)
  3) Agenda 3 : Appointment of Two Members of the Audit Committee
    - Agenda 3-1. Appointment of Member of the Audit Committee (Koh, Yun-sung)
    - Agenda 3-2. Appointment of Member of the Audit Committee (Kim, Myung-chul)
  4) Agenda 4 : Approval of Ceiling Amount of Directors’ Remuneration


4. Placement of Notice : Pursuant to Article 542-4 of the Korean Commercial Act, the company hereby places copies of Notice for Convening of Annual General Meeting of the Shareholders at the company’s Headquarters, its branches, the Korean FSC (Financial Services Commission), the KRX (Korea Exchange), and its Transfer Agent (Kookmin Bank) for the viewing.  


5. Exercise of Voting Rights
  A. Shareholders who attend the AGM are required to attend with their Social Security ID cards (proof of investment for foreign residents) as proof of identification and can exercise their voting rights indirectly through the use of a proxy statement.
  B. Pursuant to Article 152 of the Financial Investment Services and Capital Markets Act, and Article 160 of the Enforcement Decree, the company solicits the exercise of voting rights by proxy. For details please refer to the company’s homepage ( http://www.ktng.com ). or Electronic disclosure system Dart( http://dart.fss.or.kr ).
  C. Regarding Electronic Proxy System : Our company has decided to use the Electronic Power of Attorney Proxy System pursuant to Article 160 Paragraph 5 of the Enforcement Decree of the Capital Market and Financial Investment Industry from the 33rd AGM. The management of this system for our company has been entrusted to the KOREA SECURITIES DEPOSITORY.
 To secure of shareholders safety and prevent infection or spread of COVID-19, we kindly recommend to exercise your voting rights by using e-proxy system rather than attending the AGM.
  1) Electronic Proxy Solicitation System

    - Internet Web Address : http://evote.ksd.or.kr
    - Mobile Web Address : http://evote.ksd.or.kr/m
  2) Electronic Proxy registration period : Mar. 21st ~ Mar. 30th, 2020
    - Within the operating period, system opens 9AM~10PM(Closing time on the Last day is 5PM)
  3) System requires Public Verification Certificate issued by the Korean Certificate Authority to verify shareholder’s identification; then the system will authorize the electronic proxy for each agenda.
    - Authorized Public Verification Certificate type for shareholder identification :
      Securities Transaction use Public Verification Certificate
      Personal Bank Transaction use Public Verification Certificate
      Bank Transaction·Securities Transaction use Public Verification Certificate  



6. Others
  - To prevent any infection or spread of COVID-19, the company might measure all attending shareholders’ body temperature using a 'thermal camera' or 'digital thermometer'. If attendee is suspected to be infected and shows any symptoms of COVID-19 such as fever(over 37.5℃), coughing, the attendee may be restricted to attend the AGM.
 To secure of shareholders safety and prevent infection or spread of COVID-19, we advise shareholders to exercise voting rights by using e-proxy system or by proxy via mail/Fax, rather than attending the AGM.

  - When an emergency occurs due to force majeure reasons, such as COVID-19, the authority to change the time, location and other executions will be delegated to the President, CEO, and if the matter happens, we will disclose the information.

  - In case the external audit is not completed, the AGM can be continued to reflect the results of the external audit for the Matter of Approval Agenda 1 and the related Matter of Report Audit Report.

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