Notice for 36 ^thAnnual 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 hold its 36th 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 28th, 2023 10:00 A.M (KST)

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

3. Agenda of AGM for the 36th 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 attached file)
1) Agenda 1 : Approval of Financial Statements (excluding Statement of Appropriation of Retained Earnings)
2) Agenda 2 : Approval of Provision of Dividends and Statement of Appropriation of Retained Earnings
    - 2-1 : Cash Dividends of KRW 5,000 per Share (Proposal by KT&G’s Board of Directors)
    - 2-2 : Cash Dividends of KRW 7,867 per Share (Shareholder Proposal_by ANDA ESG General Private Investment Trust No. 1, etc.)
    - 2-3 : Cash Dividends of KRW 10,000 per Share (Shareholder Proposal_by Agnes, etc.)
    ※ Voting will be conducted for all three (3) agendas above and, among the agendas satisfying the requirements for ordinary resolutions, the agenda with the most votes shall be approved.
3) Agenda 3 : Partial Amendment to Articles of Incorporation (Shareholder Proposal_by Agnes, etc.)
    - 3-1 : Amendment to and Enactment of Provisions Concerning Evaluation and Compensation Committee (Shareholder Proposal_by Agnes, etc.)
    - 3-2 : Addition of Right to Decide Cancellation of Treasury Shares (Shareholder Proposal_by Agnes, etc.)
    - 3-3 : Enactment of New Provisions for Quarterly Dividends (Shareholder Proposal_by Agnes, etc.)
    - 3-4 : Addendum (Shareholder Proposal_by Agnes, etc.)
    ※ to be automatically abandoned if Agendas No. 3-1 through 3-3 are rejected
4) Agenda 4 : Cancellation of Treasury Shares (Shareholder Proposal_by Agnes, etc.)
    ※ to be automatically abandoned if Agenda No. 3-2 is rejected
5) Agenda 5 : Acquisition of Treasury Shares (Shareholder Proposal_by Agnes, etc.)
6) Agenda 6 : Decision on Whether to Increase the Number of Outside Directors
- 6-1 : Maintenance of the Current Number of Six (6) Outside Directors (Proposal by KT&G’s Board of Directors)
- 6-2 : Increase of the Number of Outside Directors to Eight (8) (Shareholder Proposal_by ANDA ESG General Private Investment Trust No. 1, etc.)
※ Voting will be conducted for the two (2) agendas above and, among the agendas satisfying the requirements for ordinary resolutions, the agenda with the most votes shall be approved
7) Agenda 7 : Appointment of Two (2) Outside Directors (if Agenda No. 6-1 is approved) (cumulative voting)
- 7-1 : Appointment of Myung-Chul Kim as Outside Director (Proposal by KT&G’s Board of Directors)
- 7-2 : Appointment of Yun-Sung Koh as Outside Director (Proposal by KT&G’s Board of Directors)
- 7-3 : Appointment of Soo-Hyung Lee as Outside Director (Shareholder Proposal_by ANDA ESG General Private Investment Trust No. 1, etc.)
- 7-4 : Appointment of Do-Reen Kim as Outside Director (Shareholder Proposal_by ANDA ESG General Private Investment Trust No. 1, etc.)
- 7-5 : Appointment of Jae-whan Park as Outside Director (Shareholders’ Proposal by Agnes, etc.)
- 7-6 : Appointment of Suk-Yong Cha as Outside Director (Shareholder Proposal_by Agnes, etc.)
- 7-7 : Appointment of Ou-Jin Hwang as Outside Director (Shareholders’ Proposal by Agnes, etc.)
8) Agenda 8 : Appointment of Four (4) Outside Directors (if Agenda No. 6-2 is approved) (cumulative voting)
- 8-1 : Appointment of Myung-Chul Kim as Outside Director (Proposal by KT&G’s Board of Directors)
- 8-2 : Appointment of Yun-Sung Koh as Outside Director (Proposal by KT&G’s Board of Directors)
- 8-3 : Appointment of Il-Soon Lim as Outside Director (Proposal by KT&G’s Board of Directors)
- 8-4 : Appointment of Soo-Hyung Lee as Outside Director (Shareholders’ Proposal_by ANDA ESG General Private Investment Trust No. 1, etc.)
- 8-5 : Appointment of Do-Reen Kim as Outside Director (Shareholders’ Proposal_by ANDA ESG General Private Investment Trust No. 1, etc.)
- 8-6 : Appointment of Jae-whan Park as Outside Director (Shareholders’ Proposal_by ANDA ESG General Private Investment Trust No. 1, etc.)
- 8-7 : Appointment of Suk-Yong Cha as Outside Director (Shareholders’ Proposal_by Agnes, etc.)
- 8-8 : Appointment of Ou-Jin Hwang as Outside Director (Shareholders’ Proposal_by Agnes, etc.)
9) Agenda 9 : Appointment of Audit Committee Members
- 9-1 : Appointment of Myung-Chul Kim as Audit Committee Member (Proposal by KT&G’s Board of Directors)

- 9-2 : Appointment of Yun-Sung Koh as Audit Committee Member (Proposal by KT&G’s Board of Directors)
- 9-3 : Appointment of Soo-Hyung Lee as Audit Committee Member (Shareholders’ Proposal_by ANDA ESG General Private Investment Trust No. 1, etc.)
- 9-4 : Appointment of Doreen Kim as Audit Committee Member (Shareholders’ Proposal_by ANDA ESG General Private Investment Trust No. 1, etc.)
- 9-5 : Appointment of Suk-Yong Cha as Audit Committee Member (Shareholder Proposal_by Agnes, etc.)
- 9-6 : Appointment of Ou-Jin Hwang as Audit Committee Member (Shareholder Proposal_by Agnes, etc.)
※ If any candidates for the Audit Committee members are not appointed as outside directors under the Agendas No. 7 through No. 8 above, the agendas applicable to such candidates will be automatically a.
10) Agenda 10 : Approval of Cap on Remuneration for Director

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. If you want to exercise your voting rights by proxy, you can write the proxy posted on the company’s homepage ( https://www.ktng.com/ ) or Electronic disclosure system Dart ( https://dart.fss.or.kr/ ) and send it to the company by mail.
※ Company address : IR Department, 20F, KT&G Tower, 416 Yeoungdong-daero, Gangnam-Gu, Seoul, 06176, Korea
C. Related to exercising voting rights by electronic means : Pursuant to Article 368-4 of the Korean Commercial Act, the BOD decided to use the Electronic Voting System as a method of exercising voting rights from the 36th AGM. The management of this system for our company has been entrusted to the KOREA SECURITIES DEPOSITORY. Shareholders may exercise their voting rights by using e-voting system without attending the AGM in accordance with the following methods.
  1) Electronic Proxy Solicitation System
    - PC : http://evote.ksd.or.kr
    - Mobile Web : http://evote.ksd.or.kr/m
  2) Electronic Voting registration period : Mar. 18th, 2023 9am ~ Mar. 27th, 2023 5pm
    - The website opens 24 hours during the period (But, closing time on the Last day is 5pm).
3) Exercising of voting right For each agenda via the e-system after ID verification with a certificate.
    - Certificates that can be used for shareholders’ ID verification : Koscom certificate for stock exchange, KFTC personal certificate of limited purpose.
4) Handling of amendment motions : If an amendment motion on an item is submitted at the shareholder meeting, electronic votes will automatically be regarded as abstain.

6. Others
- To prevent any infection or spread of COVID-19, shareholders with fever or cough symptoms on the day of AGM should refrain from attending the site. According to the Korea Disease Control and Prevention Agency’s guideline, it is highly recommended to wear masks in crowded places. Therefore, it is strongly recommended to wear masks when entering the AGM.
(this recommendation may change depending on government guidelines)
- For the smooth progress of the event, general shareholders other than the organizers will be allowed to enter the meeting site from 8am on the day of the AGM.
- Shareholders who need to exercise their voting rights are encouraged to actively use the e-voting system and proxy voting system.