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[Revised] Convening Notice of 27th Annual General Meeting
[Revised]
Convening Notice of 27th Annual General Meeting
Dear shareholders:
We hereby notify that the 27th 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: Tuesday March 29, 2022 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 27th Fiscal Year General Shareholders' Meeting
1) Items to
report
: Audit report, Business report, Report on the
operating condition of the internal accounting control system.
2) Agenda
to vote:
◦
No. 1 Approval of Consolidated financial
statements and Non-consolidated financial statements for the 27th period (January
1, 2021 - December 31, 2021), including the statement of disposition of
retained earnings (draft), cash dividend (Dividend per share 53 KRW)
◦
No. 2 Partial change in the articles of the
Company [attachment 1]
No. 2-1: Changes to the subject of granting stock options (Article 10)
No. 2-2: Changes in the order of acting on behalf of the chairman of the
general meeting of shareholders (Article 18)
No. 2-3: Extension of the interim dividend resolution date (Article 37-2)
No. 2-4: Changes to other provisions (Articles 8, 26, 36, Addendum)
◦
No. 3 Appointment of directors (three inside
directors) [attachment 2]
No. 3-1: Appointment of Hoon Namgoong as an inside director (two years)
No. 3-2: Appointment of Sung-soo Kim as an inside director (two years)
No. 3-3: Appointment of Euntaek Hong as an inside director (two years)
◦
No. 4 Approval of the ceiling of remuneration
for directors (12 billion won)
◦
No. 5 Approval for granting stock options
previously decided by the board of directors
◦
No. 6 Retirement of treasury stock [attachment 3]
◦
No. 7 Revision of the payment regulations for
directors' retirement allowance
◦
No.8: Approval of granting stock options
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, 2022 at 9:00 a.m to March 28, 2022 at 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.
2) In
addition, depending on the social distancing stage on the day of the general
shareholders’ meeting, the number of admission may be limited.
3) The
company will notify shareholders if there is an unavoidable change of location
due to the spread of COVID-19
4) Electronic
voting and electronic power of attorney system is highly recommended to prevent
the spread of COVID-19
March 14, 2022
Kakao Corp
Co-Ceo Mason Yeo, Sean
Joh
Stock Transfer Agent: KB
Kookmin Bank Jae-Geun Lee, President & CEO