- The Board of Directors resolved not to include the KGC spin-off in the agenda after careful consideration

SEOUL, South Korea, March 10, 2023 /PRNewswire/ -- KT&G Corporation ("KT&G" or the "company") (KRX:033780) today announced that its Board of Directors set the agenda for the 2023 Annual General Meeting of Shareholders ("AGM"), which will be held on March 28, 2023 at the KT&G Human Resources Development Center in Daejeon, South Korea.

Agenda items to be discussed at this year's AGM include a) approval of financial statements, b) amendments to the Articles of Incorporation, c) cancellation of treasury shares, d) acquisition of treasury shares, e) appointment of directors and members of the Audit Committee, f) approval of ceiling amount on remuneration for directors, and others.

Previously, KT&G Board of Directors has concluded that a corporate spin-off is not subject to a shareholder proposal under the current law, and resolved not to include the KGC spin-off proposal as an agenda item for the 2023 AGM. The shareholder who filed a preliminary injunction regarding the spin-off has also decided to withdraw the application. Meanwhile, KT&G Board of Directors resolved to include an agenda on acquiring treasury shares for the AGM, following the Court's decision to approve the preliminary injunction filed by a shareholder.

KT&G Board of Directors has nominated three outside director candidates after a fair and rigorous candidate verification assessment by the Outside Director Candidate Nominating Committee. The candidates are as follows-

Kim Myung-chul, a former CFO of Shinhan Financial Group, Koh Yun-sung, a business administration professor at Hankuk University of Foreign Studies, and Lim Il-soon, a former CEO of Homeplus.

Kim Myung-chul, a current outside director of KT&G, is an expert in global finances and economics with over 30 years of experience in the global financial markets, including the United States and Hong Kong. Based on his abundant experience and expertise, he has been taking part in making critical decisions for the company. During his incumbency as a KT&G's Board chairman, the candidate utilized his experience as a former CFO of a major bank in South Korea to help the company make strategic investment decisions to strengthen the global business and develop a growth engine. He is expected to continuously play a key role in terms of the company's global risk management and strategic investment decision-making.

Koh Yun-sung is also a current outside director of KT&G, serving as the Audit Committee chairman. He has been demonstrating his capabilities as an expert in tax and accounting. The candidate has been at the forefront of enhancing the reliability of the company's financial reporting, expanding global market audits, and strengthening auditing capabilities per KT&G's global business growth. As a tax professional, he will continue to make contributions to the Board's decision-making by providing tax and accounting-related analyses and suggestions that reflect the characteristics of the company's areas of business.

Lim Il-soon, a former CEO of Homeplus and a newly nominated candidate for the outside director, is the first female CEO from the retail industry in Korea. The candidate is experienced in leading a large corporation when the retail industry was going through a major transformation. She has developed and executed strategic business plans for the company during the challenging times. Based on such capabilities and experience, Lim is believed to play an essential role in enhancing diversity and expertise of the Board in the fast-changing business environment. Moreover, with the candidate's capabilities as a financial expert, she is expected to make contributions in providing a strategic perspective on the overall business of the company and seizing new business opportunities.

KT&G hosted an Investor Day in January 2023, and openly discussed the company's future visions and growth strategies with its shareholders and capital market stakeholders. Currently, the company is faithfully executing on its three-year shareholder return policy worth KRW 2.75 trillion since 2021. In line with this policy, KT&G plans to launch a KRW 0.9 trillion shareholder return program and introduce a semi-annual dividend payout policy.

In order to provide the shareholders with a more predictable return profile, the company will remain committed to diversifying and expanding its shareholder return policy by increasing its dividend per share and reviewing the cancellation of treasury shares.

KT&G plans to continue closely communicating with all of its stakeholders including the shareholders in regards to KT&G Group's future visions and growth strategies. The company will also put the best efforts to maximize shareholder and corporate values from a long-term perspective.