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The 38th Annual General Meeting of Shareholders
2025.02.25
Notice for 38 th Annual General Meeting of Shareholders
Pursuant to Article 365 of the Korean Commercial Code and Article 17 of the Articles of Incorporation of KT&G Corporation (hereafter ‘the Company’), the Company will hold its 38th Annual General Meeting of Shareholders (hereafter ‘AGM’) as follows, and invites shareholders to attend the Meeting :
1. Date and Time : Wednesday, March 26th 2025, 10am (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 No. 1 : Approval of Financial Statements and Statement of Appropriation of Retained Earnings for the 38th Fiscal Year
2) Agenda No. 2 : Partial Amendments to the Articles of Incorporation
- 2-1 : Clarification of the Number of Directors
- 2-2 : Alignment of Provisions Regarding the Appointment of Audit Committee Members
- 2-3 : Clarification of the Method for Appointment of the President
- 2-4 : Amendment Regarding the Quarterly Dividend Record Date
3) Agenda No. 3 : Appointment of Sang-Hak Lee as Inside Director
4) Agenda No. 4 : Appointment of Two (2) Outside Directors
- 4-1 : Appointment of Kwan-Soo Shon as Outside Director
- 4-2 : Appointment of Jee-Hee Lee as Outside Director
5) Agenda No. 5 : Appointment of Kwan-Soo Shon as Audit Committee Member
6) Agenda No. 6 : 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 the Notice for the Annual General Meeting of 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 Cardsas 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 via mail.
※ Company address : IR Center, 20F, KT&G Tower, 416 Yeongdong-daero,
Gangnam-Gu, Seoul, 06176, Republic of Korea
C. Related to exercising voting rights by electronic means : Pursuant to Article 368-4 of the Korean Commercial Code, the BOD resolved 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 : http://evote.ksd.or.kr/m
2) Electronic Voting Registration Period : Mar 16th, 2025 9am ~ Mar 25th, 2025 5pm (KST)
- The website opens 24 hours during the period (But, closes at 5pm on the last day).
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
A. 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 (https://en.ktng.com/).
B. 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.
C. Shareholders who need to exercise their voting rights are encouraged to actively use the e-voting system and proxy voting system.
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Response Letter
2024.03.15
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Reference Material for the 38th AGM
2025.02.27
