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Convening Notice of 31st Annual Shareholders' Meeting
Convening Notice of 31st Annual Shareholders' Meeting
Dear shareholders:
We hereby notify that the 31st Annual Shareholders' Meeting of the Company will be held pursuant to Article 17 of the Articles of Incorporation of the Company.
1. Date/Time: Thursday March 26, 2026 at 10:00 KST
2. Place: Multi Hall 1st floor of Space.1, 242, Cheomdan-ro, Jeju-si, Jeju-do, Korea
3. Purpose of the 31st Fiscal Year Annual Shareholders' Meeting
1) Matters for Reporting
Audit Report, Business Report, Report of Execution Status of Internal Accounting Control System
2) Agenda for Approval
○Agenda No. 1: Approval of Consolidated Financial Statements and Separate Financial Statements for the 31st term (Jan. 1, 2025 ~ Dec. 31, 2025)
(Including Statement of Appropriation of Retained earnings(draft), cash dividend per share: 75 KRW)
○Agenda No. 2: Partial amendment to the Articles of Incorporation
2-1) Amendment to the Business Objectives (Article 2)
2-2) Amendment to the Record Date for Shareholders' Meeting (Article 13)
2-3) Amendment to the Provision on Exclusion of Cumulative Voting System (Article 24, Additional rules Article 4)
2-4) Amendment to the Method of Verifying the Exercise of Voting Rights by Proxy (Article 20 and Additional rules Article 2)
2-5) Amendment to the Title of Independent Director (Article 23, Article 27 Paragraph 3, Article 27 Paragraph 4, Additional rules Article 3)
2-6) Increase in the Number of Audit Committee Members Subject to Separate Election and Enhancement of Voting Right Restrictions in Their Appointment and Removal (Article 27(7), Article 27(10), Additional rules Article 5)
2-7) Resolution on Enhancing the Efficiency of the Board of Directors' Operations (Article 23(1))
2-8) Amendments to Other Miscellaneous Provisions (Additional rules Article 1)
○Agenda No. 3: Appointment of the members of the Board of Directors (One Inside Director, Two Outside Directors)
3-1) Appointment of Inside Director(Shina Chung, 2-year term)
3-2) Appointment of Outside Director(Youngjun Kim, 3-year term)
3-3) Appointment of Outside Director(Kyungjin Cha, 2-year term)
○Agenda No. 4: Appointment of Outside Directors as an Audit Committee Member (Choon Seung Ham, 3-year term)
○Agenda No. 5: Appointment of Audit Committee Member (Youngjun Kim, 3-year term)
○Agenda No. 6: Approval of Total Remuneration of Directors (6 billion KRW)
○Agenda No. 7: Retirement of Treasury Stock
○Agenda No. 8: Approval of Reduction of Capital Surplus (Share Premium)
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 Annual Shareholders' Meeting, shareholders may participate and exercise their voting rights directly and also exercise their voting rights indirectly 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 related to exercising 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 14, 2026 9:00 a.m to March 25, 2026 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. Online Broadcast of the Annual Shareholders' Meeting
1) We plan to provide a real-time online broadcast of the proceedings of the Annual Shareholders' Meeting for shareholders who are unable to attend in person.
2) Detailed instructions on how to access the online broadcast will be announced on our website (https://www.kakaocorp.com/ir/main?lang=en) in March.
3) Please note that voting online while watching the real-time broadcast is not permitted under current applicable laws. Accordingly, shareholders are kindly requested to exercise their voting rights in advance through electronic voting or by submitting a proxy in accordance with our proxy solicitation procedures.
4) If circumstances arise that make it difficult to provide the real-time online broadcast of the Annual Shareholders' Meeting, the broadcast may be suspended or may not be made available.
8. What to bring to the Annual 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.
February 24, 2026
Kakao Corp
CEO Shina Chung
Stock Transfer Agent: KB Kookmin Bank Hwan-Ju Lee, President & CEO