Urges Shareholders to Make Their Voices Heard at the General Meeting and Vote FOR All Ten Proposals Submitted by Flashlight Capital ahead of Upcoming Deadlines, Which for Some Shareholders are as Early as March 17th
Shareholders with Questions About How to Vote Can Email ASIA.ENGAGEMENT@GEORGESON.COM
Issues Presentation Detailing Company�s Extremely Long Record of Underperformance, Poor Corporate Governance and Inadequate Capital Management
Believes Shareholders Will be Best Served by Electing Flashlight Capitals Independent and Unaffiliated Director Candidates, Who Have Previously Served as the CEOs of LG H&H and Prudential Life Korea
SINGAPORE–(BUSINESS WIRE)–Flashlight Capital Partners Pte. Ltd (Flashlight Capital), a meaningful shareholder of KT&G Corporation (KRX: 033780) (KT&G or the Company), today urged shareholders to make their voices heard by voting before the upcoming deadlines to cast their ballots for Flashlight Capitals proposals under consideration at the Companys 2023 Annual General Meeting of Shareholders (the General Meeting). For some shareholders, the deadline is as early as March 17th.
Flashlight Capital has nominated two highly qualified and independent director candidates Suk-Yong Cha and Ou-Jin Hwang for election to KT&Gs Board of Directors (the Board) at the General Meeting. Together, these nominees bring Chief Executive Officer (CEO) and public company board experience, Korean consumer business leadership expertise, and impressive track records of exceptional revenue growth and shareholder value creation. Flashlight Capitals two candidates would only represent a minority of the Board and are committed to working in a collegial manner with the other KT&G directors, whom they respect.
FOREIGN SHAREHOLDERS WILL ENCOUNTER EARLY VOTING DEADLINES WITH SOME AS EARLY AS MARCH 17, 2023. THE VOTING DEADLINES SET BY THE VOTING AGENTS ARE NOT THE OFFICIAL VOTING DEADLINES SET BY THE COMPANY.
IF YOU ARE UNABLE TO VOTE BECAUSE YOU HAVE MISSED THE INTERNAL VOTING DEADLINE OF YOUR VOTING PROVIDER OR IF YOU HAVE QUESTIONS ABOUT HOW TO VOTE PLEASE CONTACT GEORGESON AT ASIA.ENGAGEMENT@GEORGESON.COM
Due to this tight timeframe, it is imperative that shareholders act quickly. The below table details Flashlight Capitals recommendations on how to vote at KT&Gs upcoming General Meeting. Importantly, these proposals will appear as submitted by Agnes, which is the fund that is advised by Flashlight Capital.
KT&G General Meeting Agenda | VOTE FOR: | ||
Agenda No. 2: | 2-3: | Cash Dividends of KRW 10,000 per share (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
Agenda No. 3: |
| Partial Amendment to Articles of Incorporation (Shareholder Proposal by Agnes, etc.) |
|
| 3-1: | Amendment to and Enactment of Provisions Concerning Evaluation and Compensation Committee (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
| 3-2: | Addition of Right to Decide Cancellation of Treasury Shares (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
| 3-3: | Establishment of New Provisions for Quarterly Dividends (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
| 3-4: | Addendum (Shareholder Proposal by Agnes, etc.) |
|
Agenda No. 4: |
| Cancellation of Treasury Shares (Shareholder Proposal by Agnes, etc.) – To be automatically scrapped if Agenda No. 3-2 is rejected |
VOTE FOR: |
Agenda No. 5: |
| Acquisition of Treasury Shares (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
Agenda No. 7: |
| Appointment of Two (2) Outside Directors |
|
| 7-6: | Appointment of Suk-Yong Cha as Outside Director (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
| 7-7: | Appointment of Ou-Jin Hwang as Outside Director (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
Agenda No. 8: |
| Appointment of Four (4) Outside Directors |
|
| 8-7: | Appointment of Suk-Yong Cha as Outside Director (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
| 8-8: | Appointment of Ou-Jin Hwang as Outside Director (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
Agenda No. 9: |
| Appointment of Audit Committee Members |
|
| 9-5: | Appointment of Suk-Yong Cha as Audit Committee Member (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
| 9-6: | Appointment of Ou-Jin Hwang as Audit Committee Member (Shareholder Proposal by Agnes, etc.) |
VOTE FOR: |
Flashlight Capital also issued a presentation outlining why it believes shareholder-driven change is urgently needed at the Company. Please review the presentation and learn how to vote for meaningful change by visiting www.FlashlightCap.com.
Key takeaways from the presentation include:
Nominee Bios
About Flashlight Capital
Flashlight Capital Partners Pte. Ltd is an investment management firm founded by Carlyle Groups former Head of Korea, Sanghyun Lee. Based in Singapore, Flashlight Capitals investment philosophy is grounded in improving corporate governance and unlocking long-term value at its portfolio companies. For more information about Flashlight Capital, please visit www.FlashlightCap.com.
1 Source: Bloomberg; Stock price decline calculated between January 26, 2023, through March 15, 2023.
2 Cash and cashable assets include: Consolidated Gross Cash (Cash and Cash Equivalents, Current Other Financial Assets, Current fair market value profit or loss, Long-term other financial assets, Long-term deposits in MSA Escrow Fund, Long-term fair value through profit or loss, Fair value through other comprehensive income or loss), Real Estate Investment, and one non-core business listed in Korea.
Contacts
For Investors
Flashlight Capital Partners
contact@flashlightcap.com
or
For Institutional Investors
Georgeson
Savoy Lee
asia.engagement@georgeson.com
For Korean Media
Strategy Salad
Louis Kim
jhkim@strategysalad.com
For U.S. Media
Longacre Square Partners
Joe Germani / Charlotte Kiaie
flashlightcapital@longacresquare.com
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