Notice for 37
th
Annual General Meeting of Shareholders
Pursuant to Article 365 of the Korean Commercial Code and Article 17 of the Articles of Incorporation of the Company, the Company will hold its 37th Annual General Meeting of Shareholders (hereafter ‘AGM’) as follows, and invites shareholders to attend the Meeting :
1. Date and time of the AGM
:
Thursday, March 28th, 2024 10:00am (KST)
2. Place
:
Vision Hall, KT&G Human Resources Development Institute, 71, Beotkkot-gil, Daedeok-gu, Daejeon, Republic of Korea
3. Agenda
A. Matters to Report : Audit Report, Business Report, Internal Accounting Control System Operation Status Evaluation Report
B. Matters for Approval
(※ Detailed agendas can be found in the attachment)
1) Agenda 1 : Approval of Financial Statements and Statement of Appropriation of Retained Earnings for the 37th Fiscal Year
2) Agenda 2 : Partial Amendments to the Articles of Incorporation
- 2-1 : Addition of Business Purposes
- 2-2 : Alignment of Provisions Including Incorporation of Certain Amendments to the Korean Commercial Code
- 2-3 : Transfer of Authority to Recommend/Propose Dismissal of Inside Directors
- 2-4 : Improvement of the Composition and Operation of the President Candidate
Recommendation Committee
- 2-5 : Improvement of the Composition of Committees within the Board of Directors
- 2-6 : Amendment Regarding the Dividend Record Date
3) Agenda 3 : Appointment of Two (2) Directors (cumulative voting_requested by Agnes, etc.)
- 3-1 : Appointment of Kyung-Man Bang as President/Representative Director (Proposal by KT&G’s Board of Directors)
- 3-2 : Appointment of Min-Kyu Lim as Outside Director (Proposal by KT&G’s Board of Directors)
- 3-3 : Appointment of Dong-Hwan Shon as Outside Director (Shareholder Proposal_by Industrial Bank of Korea)
- 3-4 : Appointment of Sang-Hyun Lee as Outside Director (Shareholder Proposal_by Agnes)
→ Abandoned as candidate Sang-Hyun Lee withdrew himself from candicacy
4) Agenda 4 : Appointment of Outside Director Who Will Also Serve as an Audit Committee Member (Sang-Wook Kwak)
5) Agenda 5 : Approval of Cap on Remunerations for Directors
4. Placement of Notice : Pursuant to Article 542-4 of the Korean Commercial Code, 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).
5. Exercise of Voting Rights
A. Shareholders who attend the AGM are required to attend with their Social Security ID Cards 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 website (
http://en.ktng.com
) or the electronic disclosure system Dart (
http://dart.fss.or.kr
) and send it to the Company by mail.
※ Company address : IR Office, 20F, KT&G Tower, 416 Yeongdong-daero, Gangnam-Gu, Seoul, 06176, Korea
C. Related to exercising voting rights by electronic means : Pursuant to Article 368-4 of the Korean Commercial Code, the BOD decided to use the Electronic Voting System as a method of exercising voting rights from the 35th 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 the e-voting system without attending the AGM in accordance with the following methods.
1)
Electronic Voting Website
- PC :
http://evote.ksd.or.kr
- Mobile Web :
http://evote.ksd.or.kr/m
2)
Electronic Voting Registration Period
: Mar 18th, 2024 9am ~ Mar 27th, 2024 5pm (KST)
- The website opens 24 hours during the period (But, closing time on the last day is 5pm).
3) Exercising of voting rights 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
- In case of any changes to the annual general shareholders' meeting including the date or venue due to inevitable reasons such as infectious diseases and other emergencies, the relevant details will be announced through the Financial Supervisory Service's disclosure system (
https://englishdart.fss.or.kr/
) and the company's website (
http://evote.ksd.or.kr
)
- For 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.
