Convening Notice of 28^th Annual General Meeting

Dear shareholders:
We hereby notify that the 28th 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 28, 2023 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 28th 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:

○ Agenda No. 1: Approval of Consolidated Financial Statements and Separate Financial Statements for the 28th term(Jan. 1, 2022 ~ Dec. 31, 2022)

(Including Statement of Appropriation of Retained earnings(draft), cash dividend per share: 60 KRW)

○ Agenda No. 2: Partial amendment to the Articles of Incorporation

2-1) Amendment in Business Objectives (Article 2)

2-2) Amendment in dividend reference date (Article 37, 37-2)

2-3) Amendment in some other Articles(Additional rules)

○ Agenda No. 3: Appointment of the members of the Board of Directors(One Inside Director, One Other non-executive director, Three Outside Directors)

3-1) Appointment of Inside Director(Jae-hyun, Bae / 2 year)

3-2) Appointment of Other non-executive director(Shina, Chung / 2 year)

3-3) Appointment of Outside Director(Se-jung, Choi / 2 year)

3-4) Appointment of Outside Director(Sun-kyung, Shin / 2 year)

3-5) Appointment of Outside Director(Sae-rom, Park / 2 year)

○ 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 year)

5-2) Appointment of the member of the Audit Committee(Sun-kyung, Shin / 2 year)

○ Agenda No. 6: Approval of total remuneration of directors (8billion KRW)

○ Agenda No. 7: Retirement of treasury stock

○ Agenda No. 8:  Revision of the payment regulations for directors' retirement allowance

○ Agenda No. 9: Approval of granting stock options

9-1) Case of granting stock purchase options to registered executives

9-2) Granting of stock options to executives and employees

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 infection and spread of COVID-19, a thermal imaging camera will be installed at the general meeting, and shareholders with fever (higher than 37.5 degrees) and respiratory symptoms (cough, sore throat, etc.) are requested to refrain from attending.

2) According to the Korea Centers for Disease Control and Prevention (KCDC), it is 'strongly recommended' to wear a mask if you have suspected symptoms of COVID-19. So it is 'strongly recommended' to wear a mask on the day of the Annual Genneral Meeting. We ask for your cooperation to hold a safe general meeting of shareholders and prevent the spread of COVID-19 among shareholders and related parties.

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

February 22, 2023

Kakao Corp

CEO Simon Hong

Stock Transfer Agent: KB Kookmin Bank Jae-Geun Lee, President & CEO