KT&G holds the 36th Annual General Meeting of Shareholders - all proposals by the Board of Directors approved

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-    KT&G aims to leap forward as a 'global top-tier' company through long-term growth investments and overseas market expansion

SEOUL, South Korea, March 28, 2023 /PRNewswire/ -- KT&G Corporation("KT&G" or the "Company") (KRX:033780) held its 36^th Annual General Meeting of Shareholders("AGM") for the fiscal year 2022 on March 28, 2023 at the KT&G Human Resources Development Center in Daejeon, South Korea. All of the proposals made by the KT&G Board of Directors("the Board") were approved as originally proposed.

The agenda items discussed at this year's AGM are as follows:
1) Approval of Financial Statements for the 36^th fiscal year
2) Approval of Provision of Dividends and Statement of Appropriation of Retained Earnings
3) Partial amendment to the Articles of Incorporation("AOI")
4) Cancellation of treasury shares
5) Acquisition of treasury shares
6) Decision on whether to increase the number of outside directors
7~9) Appointment of outside directors and members of the Audit Committee
10) Approval of cap on remuneration for directors

At the meeting, the shareholders of the Company approved the Board's proposal for a cash dividend of KRW 5,000 per share. Meanwhile, cash dividends of KRW 7,867 per share and KRW 10,000 per share proposed by certain shareholders were rejected.

The AGM also rejected certain shareholders' proposal for partial amendments to the AOI, which include an amendment to and establishment of provisions on the Evaluation and Compensation Committee, and the addition of the right to decide cancellation of treasury shares. On the other hand, the proposal for enacting new provisions for quarterly dividends, which the Board supported, was approved.

Following the AGM's disapproval of the proposal to partially amend the AOI concerning the cancellation of treasury shares, the proposal for the treasury shares cancellation was automatically removed from the agenda. Likewise, the proposal for the treasury shares acquisition was also disapproved.

Regarding the number of the Company's outside directors, the AGM decided to maintain the current number of six outside directors. Respectively, certain shareholders' proposal to increase the number of the outside directors to eight from six was rejected.

The agendas for the appointment of outside directors were resolved by a cumulative voting method under the Company's AOI. As a result, the Board's nominees, Kim Myung-chul, a former CFO of Shinhan Financial Group and Koh Yun-sung, a business administration professor at Hankuk University of Foreign Studies, were re-appointed as the Company's outside directors. In addition, Kim Myung-chul and Koh Yun-sung were also elected as the Audit Committee members.

After the AGM, the Company announced that it will strive to enhance the corporate value and maximize the value of various stakeholders, including shareholders whom the Company shares its performance with, employees who represent the Company's foundation and competitiveness, customers who purchase the Company's products, and business partners that stand with the Company throughout its journey of growth.

Baek Bok-in, CEO of KT&G said, "We respect the decisions made by the shareholders who have shown trust and support in our long-term shareholder value creation strategies based on investments in future growth engines. Our management and the Board will continue to communicate more closely with various stakeholders, including shareholders, employees, and partners, and put our best efforts to enhance the shareholder and corporate values." The CEO added, "The Company will leap forward as a 'global top-tier' company through long-term growth driven investments, technology innovation, and aggressive overseas market expansion plans."

SOURCE KT&G Corporation