6-K 1 d6k.htm FORM 6-K

Form 6-K

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2009

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

206 Jungja-dong

Bundang-gu, Sungnam

Kyunggi-do

463-711

Korea

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F      ü            Form 40-F              

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                     No      ü    

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:		February 10, 2009
		KT Corporation
By:		/s/ Thomas Bum Joon Kim
Name:		Thomas Bum Joon Kim
Title:		Managing Director
By:		/s/ Young Jin Kim
Name:		Young Jin Kim
Title:		Director

1

Table of Contents

Notice of the 27th Annual

General Meeting of Shareholders

Table of Contents

CONTENTS

Notice of Annual General Meeting of Shareholders
Matters to be Reported
Business Report for the 27th Fiscal Year		4
Report on Evaluation Results of Management Performance for Year 2008		*
Report on Standards and Method of Payment on Remuneration of Directors		5
Report on Share Retirement		7
Auditor’s Report		*
Matters Requiring Resolution
—Agenda Item No.  1 Approval of Balance Sheet, Income Statement and Statement of Appropriation of Retained Earnings for the 27th Fiscal Year		9
—Agenda Item No. 2 Election of Directors		11
—Agenda Item No. 3. Election of Member of Audit Committee		20
—Agenda Item No. 4. Approval of Limit on Remuneration of Directors		22
Additional Information		23

* To be presented at the meeting

1

Table of Contents

Notice of the Annual General Meeting of

Shareholders

February 10, 2009

To our Shareholders,

KT will hold an Annual General Meeting of Shareholders on March 6, 2009 as described below.

At the Annual General Meeting, five items will be reported, including the Business Report for the 27th fiscal year, and four items will be resolved, including the approval of financial statements.

Shareholders holding KT’s common shares as of December 31, 2008 will be entitled to vote at the 27th Annual General Meeting of Shareholders.

I look forward to your participation.

Suk-Chae Lee

President and Chief Executive Officer

— Date and Time: Friday, March 6, 2009 10:00 a.m. (local time)

— Place: Lecture Hall (2F) of KT Corporation’s R&D Center located at 17 Woomyun-dong, Seocho-gu, Seoul, Korea

— Record Date: December 31, 2008

2

Table of Contents

Matters to be Reported

3

Table of Contents

Business Report for the 27th Fiscal Year

Pursuant to Article 449 of the Commercial Code (Approval of Financial Statement), KT’s 27^th annual report is as follows.

KT recorded KRW 11,785 billion in sales, a decrease of 1.3% year-on-year. Operating profit and net income decreased to KRW 1,113 billion and KRW 450 billion, respectively, decline of 22.3% and 54.2% year-on-year, respectively. Further details of business performance can be found on pages 9 and 10.

4

Table of Contents

Report on Standards and Method of Payment on Remuneration of Directors

Pursuant to Article 31 (Remuneration and Severance Payment for Directors) of KT’s Articles of Incorporation, the criteria used to determine the remuneration for executive directors and the method of payment are reported as follows.

The remuneration for executive directors is composed of base annual salary, short-term performance-based incentives, and long-term performance-based incentives. The base annual salary of the President is KRW 373 million, Executive Vice President KRW 253 million, Senior Vice President KRW 178 million, and Vice President KRW 151 million. The range of short-term incentive payments is 0%~250% of the base annual salary for the President and 0%~150% for the Executive Vice President, Senior Vice President, and Vice President.

The base annual salary shall be paid on a monthly basis on the salary payment date of the company, at an amount equivalent to one-twelfth of the base annual salary. The short-term performance-based incentives are decided in accordance with each director’s management performance as evaluated by the Evaluation and Compensation Committee (composed of independent and non-executive directors only) and are paid in cash within the Limit on Remuneration of Directors approved by the Annual General Meeting of Shareholders.

Long-term performance based incentives are decided in accordance with TSR (Total Shareholder’s Return), and are paid in company shares within the Limit on Remuneration of Directors approved by the Annual General Meeting of Shareholders. Long-term performance-based incentives are calculated by the relative performance of KT’s TSR against KOSPI and TSR of other domestic telecommunication service providers.

5

Table of Contents

— 2008 Annual Compensation of Executive Directors

(unit: thousand KRW)

Name		Title		Year 2008
				Base Salary		Incentive1)		Retirement grants		Total
Joong Soo Nam2)		President and Chief Executive Officer		314,978		1,186,758		284,829		1,786,565
Jong Lok Yoon3)		Executive Vice President		253,000		484,220				737,220
Jeong Soo Suh		Executive Vice President		253,000		459,211				712,211
Total4)										3,235,996

¹⁾ Includes short-term and long-term incentive, incentives are based upon 2007 performance

²⁾ Joong Soo Nam resigned as of November 5, 2008

³⁾ Jong Lok Yoon resigned as of January 22, 2009

⁴⁾ The amount actually paid in 2008

— Share Ownership of Directors

Name		Title		Number of Shares		Stock Option
Jeong Soo Suh		Executive Vice President		10,175		None
Paul C. Yi		Independent and Non-Executive Director		1,420

6

Table of Contents

Report on Share Retirement

Pursuant to Article 165-3 of the Capital Market Consolidation Act (Retirement of Shares), report on share retirement is as follows.

KT repurchased 1,666,700 shares of its common stock through the Korea Stock Exchange, and retired them on July 22, 2008. Total value of retired shares is KRW 73.8 billion.

— Share Buyback and Cancellation

Purchase Period		Shares Purchased		Amount Purchased (KRW billion)		Retirement Date		Average Price (KRW)
Jun. 26 ~ Jul. 18		1,666,700		73.8		July 22, 2008		44,252

7

Table of Contents

Matters Requiring Resolution

8

Table of Contents

Agenda Item No. 1

Approval of Balance Sheet, Income Statement and Statement of Appropriation of Retained Earnings for the 27th Fiscal Year

Pursuant to Article 449 of the Commercial Code (Approval and Public Notice of Financial Statements), approval of financial statements for the 27^th fiscal year is requested.

BALANCE SHEET

As of December 31, 2008 and 2007

(Unit: 100 million KRW)

Description		2008 Amount		2007 Amount
Current Assets		37,781		33,104
- Quick Assets		36,106		31,883
- Inventories		1,675		1,221
Non-current Assets		149,068		146,068
- Investments		35,179		34,586
- Tangible Assets		104,287		104,487
- Intangible Assets		3,970		4,397
- Other Non-current Assets		5,632		2,598
Total Assets		186,849		179,172
Current Liabilities		25,859		29,914
Long-term Liabilities		72,672		60,659
Total Liabilities		98,531		90,573
Capital Stock		15,610		15,610
Capital Surplus		14,406		14,408
Capital Adjustment		-39,947		-39,839
Accumulated Other Comprehensive Income		108		-8
Retained Earnings		98,141		98,429
Total Stockholders’ Equity		88,318		88,599
Total Liabilities and Stockholders’ Equity		186,849		179,172

9

Table of Contents

INCOME STATEMENT

For the Years Ended December 31, 2008 and 2007

(Unit: 100 million KRW)

Description		2008 Amount		2007 Amount
Operating Income		117,848		119,364
- Telephone		39,845		41,846
- Internet		26,705		25,086
- LM		13,936		15,972
- Wireless		15,640		15,115
- Others		21,722		21,345
Operating Expenses		106,714		105,027
- Depreciation		22,032		21,327
- Salaries and Provisions for Retirement and Severance Payment		26,149		26,348
- Cost of Service and Interconnection Cost		19,626		19,379
- Other expenses		14,267		15,324
- Cost of Goods Sold and Sales & Administrative Cost		17,265		15,677
- Commissions		7,375		6,972
Operating Profit		11,134		14,337
- Non-operating Income		8,553		4,156
- Non-operating Expenses		14,087		5,746
- Income Tax Expenses		1,102		2,927
Net Income for the Year		4,498		9,820

STATEMENT OF APPROPRIATION OF RETAINED EARNINGS

For the Years Ended December 31, 2008 and 2007

(Unit: 100 million KRW)

Description		2008 Amount		2007 Amount
I. Retained Earnings before Appropriations		41,690		40,611
- Unappropriated Retained Earnings Carried over from Prior Years		37,904		31,559
- Cumulative effect of a change in accounting policy		26		1,195
- Share Retirement		-738		-1,963
- Net Income		4,498		9,820
II. Transfer from Voluntary Reserves		1,067		1,367
- Reserve for R&D Human Resource Development		1,067		1,367
III. Distributable Retained Earnings		42,757		41,978
IV. Appropriation of Retained Earnings		2,263		4,074
- Dividends(Cash Dividends) (Current year: 1,120 KRW; Prior year: 2,000 KRW)		2,263		4,074
V. Unappropriated Retained Earnings to be Carried over forward to Subsequent Year (I+II-IV)		40,494		37,904

10

Table of Contents

Agenda Item No. 2

Election of Directors

Pursuant to Article 382 of the Commercial Code (Election and Relationship with Company) and Articles 25 (Election of the Representative Director and Directors) of the Articles of Incorporation of KT, approval of the election of director is requested.

At the 27^th Annual General Meeting of Shareholders, two standing directors (executive directors) and three independent and non-executive directors shall be elected. The President nominated two executive director candidates with the consent of the Board of Directors, and the Independent and Non-Executive Director Nominating Committee has recommended three independent and non-executive director candidates.

Biographies of the candidates are as follows.

<Agenda Item No. 2-1> Sang Hoon Lee

— Date of birth: January 24, 1955

— Person nominating said candidate: President (with the consent of board of directors)

— Relation to the largest shareholder: None

— Details of transactions between said candidate and the corporation concerned for the past three years: None

— Term of office: March 6, 2009 to the 28^th Annual General Meeting of Shareholders (one year)

11

Table of Contents

— Present occupation: Senior Executive Vice President, Head of Enterprise Customer Group, KT

— Education

¡		1984		Ph. D., in Electrical Engineering, Department of Systems Engineering, University of Pennsylvania, U.S.A.
¡		1982		M.S. in Electrical Engineering, Department of Systems Engineering, University of Pennsylvania
¡		1978		B.S. in Department of Electrical Engineering, Seoul National University, Korea

— Professional associations

¡		2000 - 2008		Executive Vice President, Research & Development Group, KT
¡		2000 - Present		Chairman, Telecommunications Technology Association Assembly
¡		2000 - Present		Chairman, VoIP Forum in Korea
¡		1996 - 2000		Vice President, Telecommunication Networks Laboratory, KT
¡		1991 - 1996		Director, Network Architecture Research Division, Telecommunication Networks Laboratory, KT
¡		1984 - 1991		Member of Technical Staff, Applied Research, Bell Communications Research
¡		1981 - 1984		Research Assistant, Moore School of Electrical Engineering, University of Pennsylvania, USA

<Agenda Item No. 2-2> Hyun-Myung Pyo

— Date of birth: October 21, 1958

— Person nominating said candidate: President (with the consent of Board of Directors)

12

Table of Contents

— Relation to the largest shareholder: None

— Details of transactions between said candidate and the corporation concerned for the past three years: None

— Term of office: March 6, 2009 to the 28^th Annual General Meeting of Shareholders (one year)

— Present occupation: Executive Vice President, Head of Corporate Center, KT

— Education

¡		1998		Ph.D. in Electrical Engineering, Korea University
¡		1983		Master degree in Electrical Engineering, Korea University
¡		1981		B.S. in Electrical Engineering, Korea University

— Professional associations

¡		2006 - 2008		Head of WiBro Business Group, KT
¡		2007 - Present		Chairman of Wimax Operators Alliance(WOA)
¡		2003 - Present		Vice Chairman, Korea Marketing Club
¡		2003 - 2006		Senior Executive Vice President, Head of Marketing Group, KTF
¡		2002 - 2003		Executive Vice President, Strategy Coordinating Office, KTF
¡		2000 - 2002		Vice President, Management Planning Office, KTF
¡		1995 - 2000		Senior Research, KT

<Agenda Item No. 2-3> Choon Ho Lee

— Date of birth: July 22, 1945

— Person nominating said candidate: Independent and Non-Executive Director Nominating Committee

— Relation to the largest shareholder: None

— Details of transactions between said candidate and the corporation concerned for the past three years: None

13

Table of Contents

— Term of office: March 6, 2009 to the 30^th Annual General Meeting of Shareholders (three years)

— Present occupation: Visiting professor, Political Science and International Relations, Inha University

— Education

¡		2004		Ph.D. in Education, Inha University, Korea
¡		1999		Computer Department(ICP), Korea University
¡		1996		Visiting Scholar, The George Washington University, USA
¡		1986		Master in Women’s Studies, Ewha Womans University, Korea
¡		1969		B.S. in Political Science, Ewha Womans University

— Professional associations

¡		2008 - Present		Director, Woong-Jin Foundation for Public Interest
¡		2006 - Present		Director, Korean Broadcasting System
¡		1997 - Present		Mediator, Seoul Domestics Relations Court
¡		2003 - 2006		Seoul Cultural Foundation, Director
¡		2002 - 2003		Member of the Advisory Committee to the Ministry of Gender Equality
¡		1998 - 2004		National President, League of Women’s Voters
¡		2002 - 2004		Member of Viewer’s Commission, YTN
¡		2003 - 2008		Air Traffic Committee Member, Ministry of Land, Transportation and Maritime Affairs
¡		1988 - 1992		Lecturer, Sejong University

<Agenda Item No. 2-4> E. Han Kim

— Date of birth: May 27, 1946

— Person nominating said candidate: Independent and Non-Executive Director Nominating Committee

14

Table of Contents

— Relation to the largest shareholder: None

— Details of transactions between said candidate and the corporation concerned for the past three years: None

— Term of office: March 6, 2009 to the 30^th Annual General Meeting of Shareholders (three years)

— Present occupation: Endowed Chair Professor and Director of Financial Research Center, University of Michigan.

— Education

¡		1975		Ph.D. in finance, State University of New York at Buffalo, USA
¡		1971		MBA in operations research, Cornell University, USA
¡		1969		B.S. in management science, University of Rochester, USA

— Professional associations

¡		2003 - Present		Independent Director, POSCO Non-Executive Chairman of BOD (‘07~’08)
¡		2005 - 2007		Steering Committee Member, Korea Investment Company
¡		2000 - Present		Director of East Asia Management Development Center
¡		1990 - Present		Director, Financial Research Center, Ross School of Business, University of Michigan, USA
¡		1996 - Present		Director, NTT Program of Asian Finance and Economics
¡		1995 - Present		Director, Global MBA Program
¡		2001 - 2003		Independent Director, HanaBank
¡		1997 - 1998		Consultant to Korea Stock Exchange
¡		1989 - 1991; 1993		Consultant to World Bank
¡		1990 - 1991		Endowed Chair Visiting Professor, University of Tokyo
¡		1989 - 1990		Independent Director, Mutual Savings Bank (in Michigan)
¡		1988 - 1994		Consultant to U.S. Department of Treasury, IRS

15

Table of Contents

<Agenda Item No. 2-5> Jeung Soo Huh

— Date of birth: June 10, 1960

— Person nominating said candidate: Independent and Non-Executive Director Nominating Committee

— Relation to the largest shareholder: None

— Details of transactions between said candidate and the corporation concerned for the past three years: None

— Term of office: March 6, 2009 to the 30^th Annual General Meeting of Shareholders (three years)

— Present occupation: Professor, Dept. of Materials Science and Metallurgy, Kyungpook National University, Korea

— Education

¡		1994		Ph.D. in Electronic Materials, MIT, Cambridge, MA, USA
¡		1985		M.S. in Material Science & Engineering, Seoul National University
¡		1983		B.S. in Material Science & Engineering, Seoul National University

— Professional associations

¡		2005 - 2006		Dean of International Affairs, Kyungpook National University
¡		2003 - 2004		Director of Publication Committee, Korean Materials and Metals
¡		2000 - 2006		Director, National Research Lab (Environmental Gas Monitoring) Ministry of Science and Technology, Korea
¡		1999		Visiting Professor, University of Manchester Institute of Science and Technology, UK
¡		1995 - 2001		Assistant Professor, Dept. of Materials Science and Metallurgy Kyungpook National University, Korea
¡		1987 - 1993		Research Assistant, Dept. of Materials Science and Engineering, MIT, U.S.A

16

Table of Contents

Comparison of BOD Composition

Before AGM		After AGM
¨ Standing Directors (Executive Directors)
Suk-Chae Lee (President)		Suk-Chae Lee (President)
Jong Lok Yoon**		Sang Hoon Lee
Jeong Soo Suh		Hyun-Myung Pyo
¨ Independent and Non-Executive Directors
Si-Chin Kang*		Si-Chin Kang*
In-Man Song*		In-Man Song*
Joon Park*		Joon Park*
Paul C. Yi		Paul C. Yi
Jeong Suk Koh		Jeong Suk Koh
		Choon Ho Lee
		E. Han Kim*
		Jeung Soo Huh

* Members of Audit Committee

** Resigned as of January 22, 2009

¨ Biographies of Current Directors

— Independent and Non-Executive Directors

Paul C. Yi
Date of Birth		May 30, 1967
Current Position		President & Region Manager Coca Cola Company Korea/ Chairperson, KT Board of Directors
Percentage of BOD Meeting Attendance		100%
Professional History - Chief Executive Officer Nongshim Kellogg Co. - Head of Hershey Foods Corporation Korea
Jeong Suk Koh
Date of Birth		May 22, 1957
Current Position		President, Ilshin Investment Co., Ltd.
Percentage of BOD Meeting Attendance		100%

17

Table of Contents

Professional History - Consultant, McKinsey&Co. - Teaching Assistant, Massachusetts Institute of Technology
Si-Chin Kang
Date of Birth		September 15, 1947
Current Position		Auditor, Catholic Education Foundation
Percentage of BOD Meeting Attendance		100%
Professional History - Vice President, Samil PriceWaterhouseCoopers - Auditor, Korean Institute of Certified Public Accountants
In-Man Song
Date of Birth		August 28, 1950
Current Position		Professor, Graduate School of Business, Sungkyunkwan University
Percentage of BOD Meeting Attendance		100%
Professional History - Member of Korean Accounting Standards Board - Chairman, Korean Accounting Association - IFRS Advisor, Financial Supervisory Service
Joon Park
Date of Birth		October 30, 1954
Current Position		Professor, College of Law, Seoul National University
Percentage of BOD Meeting Attendance		100%
Professional History - Kim&Chang, Seoul, Korea - Foreign Lawyer, Sullivan&Cromwell LLP Law, New York, USA

* BOD Meeting attendance period (‘09.1~Present)

18

Table of Contents

— Tenure Status of Board of Directors

		Name		Initial Appointment Date		Recent Appointment Date		End of Tenure
Independent and Non-Executive Directors		Paul C. Yi		Mar. 2007		Mar. 2007		AGM 2010
		Si-Chin Kang		Jan. 2009		Jan. 2009
		In-Man Son		Jan. 2009		Jan. 2009
		Jeong Suk Koh		Feb. 2008		Feb. 2008		AGM 2011
		Joon Park		Jan. 2009		Jan. 2009
		Choon Ho Lee		Mar. 2009		Mar. 2009		AGM 2012
		E. Han Kim		Mar. 2009		Mar. 2009
		Jeung Soo Huh		Mar. 2009		Mar. 2009

— Composition within Board of Directors

Name		Audit		NED Nom.*		Eval.&Com **		Executive		Related Trans.***
— Executive Directors
Suk Chae Lee								—
Jeong Soo Suh				—				—
— Independent and Non-Executive Directors
Paul C. Yi				¡						¡
Jeong-Suk Koh				—		¡				—
Si-Chin Kang		¡		—		—
In-Man Song		—		—						—
Joon Park		—		—		—				—

* Independent and Non-Executive Director Candidate Nominating Committee

** Evaluation & Compensation Committee

*** Related Transaction Committee

^¡ Chairperson

19

Table of Contents

Agenda Item No. 3

Election of member of Audit Committee

Pursuant to the Article 415-2 of Korean Commercial Code (Audit Committee) and Article 191-17 of Securities Exchange Act of Korea (Audit Committee), election of the members of the Audit Committee is hereby requested.

KT’s Audit Committee consists of three or more independent and non-executive directors.

At the Annual General Meeting of Shareholders, one new member of the Audit Committee will be elected.

KT’s Independent and Non-Executive Director Nominating Committee recommended E. Han Kim to be introduced as new member of the Audit Committee.

Biography of the candidate is as follows:

<Agenda Item No. 3> E. Han Kim

— Date of birth: May 27, 1946

— Person nominating said candidate: Independent and Non-Executive Director Nominating Committee

— Relation to the largest shareholder: None

— Details of transactions between said candidate and the corporation concerned for the past three years: None

— Term of office: March 6, 2009 to the 30^th Annual General Meeting of Shareholders (three years)

20

Table of Contents

— Present occupation: Endowed Chair Professor and Director of Financial Research Center, University of Michigan.

— Education

¡		1975		Ph.D. in finance, State University of New York at Buffalo, USA
¡		1971		MBA in operations research, Cornell University, USA
¡		1969		B.S. in management science, University of Rochester, USA

— Professional associations

¡		2003 - Present		Independent Director, POSCO Non-Executive Chairman of BOD (‘07~’08)
¡		2005 - 2007		Steering Committee Member, Korea Investment Company
¡		2000 - Present		Director of East Asia Management Development Center
¡		1990 - Present		Director, Financial Research Center, Ross School of Business, University of Michigan, USA
¡		1996 - Present		Director, NTT Program of Asian Finance and Economics
¡		1995 - Present		Director, Global MBA Program
¡		2001 - 2003		Independent Director, HanaBank
¡		1997 - 1998		Consultant to Korea Stock Exchange
¡		1989 -1991; 1993		Consultant to World Bank
¡		1990 - 1991		Endowed Chair Visiting Professor, University of Tokyo
¡		1989 - 1990		Independent Director, Mutual Savings Bank (in Michigan)
¡		1988 - 1994		Consultant to U.S. Department of Treasury, IRS

21

Table of Contents

Agenda Item No. 4

Approval of Limit on Remuneration of Directors

Pursuant to Article 388 (Remuneration of Directors) of the Commercial Code and Article 31 (Remuneration and Severance Payment for Directors) of Articles of Incorporation of KT, approval of limit on remuneration of directors is requested.

Pursuant to provisions of the Articles of Incorporation, a limit on remuneration of directors including the president shall be approved at the Annual General Meeting of Shareholders.

The compensation of all directors is deliberated by the Evaluation and Compensation Committee which consists of independent and non-executive directors only. The committee has the duty to evaluate the performance of the President, based on the management contract with independent and non-executive directors. The committee also makes recommendation on the limit on remuneration of directors to the shareholders for approval.

The total remuneration limit for directors in 2009, set on February 6, 2009 by the Board of Directors, is KRW 4.5 billion, which equals to a 10% reduction in comparison to 2008. The amount is set on the assumption that all directors receive maximum rate of short-term incentives, long-term incentives, and retirement payment. The actual amount paid to directors in 2008 was KRW 3.2 billion, and details can be found in the Reporting Item Report on Standards and Method of Payment on Remuneration of Directors on pages 5 and 6.

22

Table of Contents

Additional Information

— Number and Classification of Voting Shares

The record date for exercising voting rights at the Annual General Meeting of Shareholders is December 31, 2008. As of the record date, the number of KT’s total shares issued was 273,535,700 shares and the number of common shares entitled to exercise voting rights (excluding treasury shares and shares held by an affiliate company) was 202,032,042 shares.

— Method of Resolution

Pursuant to the provisions of the Korean Commercial Code, all Agenda Items shall be passed by a majority of the votes cast by the shareholders present at the meeting and at least one-fourth of the total shares that are entitled to vote.

— Limit on Exercising Voting Rights Regarding Election of the Members of Audit Committee

Article 409 of the Korean Commercial Code stipulates that any shareholder who holds more than 3% of the total issued shares with voting rights may not exercise his or her vote in respect of such excess shares beyond the “3% limit” when exercising voting rights with respect to election of the members of the audit committee. Please note that the shareholders who own more than 3% of KT’s voting shares (equivalent to 6,060,961 shares) are not entitled to any voting rights exceeding the “3% limit”.

23