Notice for 35th 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 hold its 35th 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 29th, 2022 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 35th 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 and Statement of Appropriation of Retained Earnings for the 35th Fiscal Year
  2) Agenda 2 : Partial Amendments of the Articles of Incorporation

  3) Agenda 3 : Appointment of Outside Directors (2 Nomiees)

    - 3-1 : Appointment of Outside Director Kwan-soo, Shon

    - 3-2 : Appointment of Outside Director Jee-hee, Lee
  4) Agenda 4 : Appointment of the Member of the Audit Committee (Kwan-soo, Shon)

  5) Agenda 5 : Approval of the 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. If you want to exercise your voting rights by proxy, you can write the proxy posted on the company’s homepage (http://www.ktng.com) or Electronic disclosure system Dart (http://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 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 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. 19th, 2022 9am ~ Mar. 28th, 2022 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, 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 or doesn’t wear a mask, 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-voting system or by proxy via mail rather than attending the AGM.

  - Please note that on the day of the AGM, there may be restrictions on the number of people entering due to the social distancing.

  - 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.