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[Revised] Convening Notice of 26th Annual General Meeting
Dear shareholders:
We hereby notify that the 26th Annual General Meeting of Shareholders of the
Company will be held pursuant to Article 17 of the Articles of Incorporation of
the Company.
1.
Date/Time: Monday March 29, 2021 at 9:00 KST
2. Place: Multi Hall 1st floor of Space.1, 242,
Cheomdan-ro, Jeju-si, Jeju-do, Korea
3. Purpose of the 26th Fiscal Year General
Shareholders' Meeting
1) Matters to report: Audit report, Business
report, Report of execution status of Internal Accounting Control System
2) Agenda to vote:
○Agenda No.1: Approval of Consolidated
Financial Statements and Separate Financial Statements for the 26th term(Jan.
1, 2020 ~ Dec. 31, 2020) (Including Statement of Appropriation of Retained
earnings(draft), cash dividend per share: 150 KRW)
○Agenda No. 2: Partial amendment to the Articles of Incorporation
2-1) Amendment in Business Objectives (Article 2)
2-2) Amendment in Record Date(Article 6-3, 10, 11, 13, 14 ,15, 16, 37, 37-2)
2-3) Separated election of members of the Audit Committee(Article 27)
2-4) Amendment in some other Articles(Article 12, 15-2, 23, 29, additional
rules)
2-5) Stock split(Article 6)
○Agenda No. 3: Appointment of the members of the Board of Outside
Directors
3-1) Appointment of Outside Director(Se-jung, Choi / 2 years)
3-2) Appointment of Outside Director(Kyu-jin, Cho / 2 years)
3-3) Appointment of Outside Director(Sae-rom, Park / 2 years)
○Agenda No. 4:
Appointment of Outside Director for Audit Committee Member(Seok, Yun / 2 years)
○Agenda No. 5: Appointment of the members of the Audit Committee
5-1) Appointment of the member of the Audit Committee(Se-jung, Choi / 2 years)
5-2) Appointment of the member of the Audit Committee(Kyu-jin, Cho / 2 years)
○Agenda No. 6: Approval of total remuneration of directors (12
billion KRW)
○Agenda No. 7: Approval of stock option grants (Previously granted by
Board resolution)
○Agenda No. 8: Approval of Division Plan
4. Placement of the company’s managerial information
In accordance with Article 542-4 of the
Commercial Act, the company's managerial information has been placed at the
Company’s head office and transfer agency (KB Kookmin Bank Securities Agency).
This information can also be viewed in the disclosure system of the Financial
Services Commission or the Korea Exchange.
5. Matters related to exercising voting
rights by proxy
1) At this general shareholders' meeting,
shareholders may participate and exercise their voting rights directly or
indirectly exercise their voting rights based on a power of attorney.
2) If you wish to exercise your voting rights
in accordance with electronic voting and electronic power of attorney, please
refer to <6. Matters regarding the Exercise of Voting Rights by Electronic
Means>
6. Matters related to exercising
voting rights by electronic means
Shareholders may exercise
their voting rights through electronic means, without physical attendance or
award an electronic power of attorney by referring to the following
methods.
1) Electronic Voting Website
- PC: 「https://evote.ksd.or.kr」
- Mobile: 「https://evote.ksd.or.kr/m」
2) Period: March 19, 2021 9:00 a.m to March 28,
2021 5:00 p.m. (you may access the voting website 24/7 during this period)
3) Shareholder may exercise voting rights
for each agenda or award an electronic power of attorney after verifying
his/her identity through authentication in the system
4) Amendment motion
- If amendment motion on agendas presented at the AGM is
submitted, electronic votes will automatically be abstained.
7. What to bring to the
shareholders’ meeting
-
In-person: an identification
-
Proxy: a power of attorney (with information of the
relevant shareholder and the person with the power of attorney filled in, and
duly executed and sealed), and an identification of the agent.
8. Matters related to COVID-19
1) In order to prevent the infection and spread of COVID-19, a shareholder may
be restricted from entry, in case of suspected fever or an attempt to enter without
a mask. In addition, depending on the social distancing stage on the day of the
general shareholders’ meeting, the number of admission may be limited.
2) The company will notify shareholders if
there is an unavoidable change of location due to the spread of COVID-19
3) Electronic voting and electronic power
of attorney system is highly recommended to prevent the spread of COVID-19
9. Attached document: Convening Notice of 26th Annual General Meeting - Appendix
March 12, 2021
Kakao Corp
Co-Ceo Mason Yeo, Sean Joh
Stock Transfer Agent: KB Kookmin Bank In
Heo, President & CEO