KT KT Corp

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.

Notice of the 41^st Annual General Meeting of Shareholders

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Notice of the Annual General Meeting of Shareholders

March 8, 2023

To our Shareholders,

KT Corporation will be holding the 41^st Annual General Meeting of Shareholders (“the Meeting”) on March 31^st, 2023.

At the Meeting, “Matters to be Report” will present information on the Company’s performance as well as material issues worth noting for FY2022. Agenda items including the election of Executive directors will be submitted for shareholders’ approval.

Holders of KT Corporation’s common stock as of the close of business on December 31, 2022 will be entitled to exercise voting rights at the Meeting. Each common stock is entitled to one vote for the election of each director position and one vote for each of the other agendas.

KT Corporation would like to thank our shareholders for their continued investment and support. The Company understands that shareholders consider a range of matters before submitting their vote. We hope that our shareholders will find the information in the Convocation Notice helpful to make an informed voting decision.

We invite you to attend our upcoming Annual General Meeting on Friday March 31^st, 2023. We wish you good health and look forward to your participation.

Hyeon-Mo Ku

Chief Executive Officer

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Letter from the Board of Directors

March 8, 2023

Dear Fellow Shareholders,

I am Chung-Ku Kang, Chairman of the KT Board of Directors (BoD).

On March 7^th, the KT BoD confirmed Mr. Kyoung-Lim Yun, the Head of KT Group Transformation (President), as the final CEO candidate for KT.

The BoD conducted the CEO appointment process under the big principle of selecting the best candidate to enhance corporate and shareholder value by laying the foundation for KT’s sustainable growth as well as ensuring objectivity, transparency, and fairness. Now, we ask for shareholders’ support so that KT can make a big leap with the new CEO. I will hereafter explain the detailed process of appointing KT CEO.

In accordance with the relevant statutes, Articles of Incorporation, and regulations, the BoD focused on ensuring fairness and transparency in the process of appointing KT CEO. This was achieved by applying open recruitment, operating an advisory group, and excluding internal directors in the process of narrowing down the candidate pool. Moreover, the BoD secured the objectivity by collecting opinions on an ideal KT CEO qualification from major domestic and global shareholders and stakeholders, and reflected those opinions in the CEO candidate evaluation criteria.

Specifically, the Governance Committee formed a pool of thirty-four candidates, including eighteen external candidates who applied through the open recruitment process and sixteen internal candidates based on governance committee regulations. Then a separate advisory group comprising outside experts in the field of economy, business management, leadership, future industry, and law narrowed down the candidate pool of the internal and external candidates. The advisory group comprehensively evaluated the candidates based on their leadership in technology and management in a fast-evolving Digital Transformation environment. Also the qualifications demanded by KT’s major shareholders, including NPS, and stakeholders were taken into consideration.

The Governance Committee finalized the final four interviewees consisting of two external candidates selected after in-depth discussions by the advisory group, and two internal candidates. Then the Representative Director Candidate Examination Committee conducted in-depth interviews with each candidate. The in-depth interviews focused on the candidates’ capabilities to build a foundation for sustainable growth, pursue change and innovation, enhance corporate value, and strengthen EGS management. According to the results of the final interviews, the KT BoD confirmed candidate Yun as the CEO candidate for KT.

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Based on his expertise in the Digital Transformation, candidate Yun clearly presented a vision for KT to grow into a global digital platform company in a rapidly changing market environment. Consequently, the BoD concluded that he is the best person to enhance corporate value and ESG management, ultimately improving shareholder value by leading change and innovation among executives and employees, and forming cooperative relationships with various stakeholders. Candidate Yun is also expected to accelerate KT Group’s Digital Transformation in businesses and lead KT’s transformation into an AI company, utilizing his outstanding capabilities to develop new growth business, build partnership and cooperate through open innovation.

Thank you for the interest in KT’s CEO appointment process, and we ask for your continued interest and support.

Yours sincerely,

Chung-Ku Kang

Chairman of the KT Board of Directors

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ESG Management Scheme

[2023 ESG(Environmental)]

Strengthen Net-Zero implementation based on enhanced DIGICO capabilities

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[2023 ESG(Social)]

Strengthening social responsibility by spreading digital citizenship

[2023 ESG(Governance)]

Establishment of the KT Group ESG management system and reinforcement of the cooperation between the labor union and the management

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[Enhancement of Compliance System]

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<Infra>

<Education>

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Matters to be Reported

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Business Report for the 41^st Fiscal Year

Pursuant to Article 447-2(Preparation of Business Report) and Article 449 of the Commercial Act (Approval and Public Notice of Financial statements, etc.), KT’s 41^st annual business report is as follows:

The year 2022 marked the 3^rd year since declaring transformation into a digital platform company (DIGICO), expanding business playgrounds and building a foundation for structural growth.

The telco business continued to show robust growth, and the DIGICO/B2B businesses showed accelerated growth. Moreover, KT Corporation (“the Company”) has firmly established a Group business portfolio around finance, media and contents, and real estate. (B2B+DIGICO portion accounts for 41 % of KT’s separate service revenue in FY22.)

In the B2B sector, revenue uptrend in Corp. line continued, and AI/DX businesses such as AICC began to see increases in the top-line. For Cloud/IDC business, the Company established a special entity ‘kt cloud’ on April 1^st to strengthen the competitiveness. In media and contents business, following the success of our original content <Extraordinary Attorney Woo>, in December, KT and CJ ENM merged their respective OTT businesses, Seezn and Tving. Consequently, the Company rapidly secured the competitiveness for becoming a local top-tier OTT player. In finance, the business performance of BC Card has improved, following the recovery of domestic consumption from COVID-19 peak-out. K bank has also seen all indicators uptrend including loans/deposits/subscribers widening its profit since it began to make profits in the second quarter of 2021.

As of the end of 2022, the number of 5G subscribers reached 8.45 million, which is about 62% of total handset subscribers. Due to the increased demand for high quality of internet service, the sales portion of GiGA internet has been expanded, and IPTV business has initiated “home media era” reinventing its brand as ‘Genie TV’ from “olleh TV” and introducing AI-based media portal service.

KT Corporation has prepared its financial statements in accordance with K-IFRS. On a separate basis, the Company recorded a total operating revenue of KRW 18,289.3 billion, operating income of KRW 1,168.1 billion and net income of KRW 763.8 billion in FY2022.

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Report on Standards and Method of Payment for Remuneration of Directors

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

For clarification, executive director refers to an inside director, whereas non-executive director represents an outside director.

The Company’s Executive Compensation program is designed to reward both short-term and long-term performances of management. The Company believes it is critical to maintain a well-balanced incentive program that encourages the management not only to achieve short-term performance, but also to strive for the Company’s long-term value enhancement. The Company operates the Evaluation and Compensation Committee, which dictates annual goals and conducts performance evaluation of the management on an annual basis. The Evaluation and Compensation Committee is also comprised of only outside directors in order to maintain objectivity and fairness of the program. Despite the existing norm among Korean companies do not disclose such standards and methods, the Company not only discloses but also reports such information to the AGM in order to guarantee transparency in executive compensation.

The remuneration for executive officers consists of annual salary, short-term performance based incentives, long-term performance based incentives, severance package.

The annual salary is further separated into two major factors — base salary and payment for the responsibility of office. Compensation shall be made on a monthly basis at an amount equivalent to one-twelfth of the annual salary.

Short-term performance based incentives are paid in cash. The amount varies in accordance with each director’s result of performance evaluation by the Evaluation and Compensation Committee. Specific payment schemes related to short-term incentives are as follows:

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Long-term performance based incentives are paid in the form of a stock grant with a lock-up period of three years. The amount is determined based on TSR (Total Shareholder’s Return), Group EBITDA and Group Revenue. Specific payment schemes related to long-term incentives are as follows:

Severance payment is calculated using the following formulas:

(Average monthly salary) x (number of years in service) x (5)

(Average monthly salary) x (number of years in service) x (3)

Fringe benefits are paid in accordance with relevant standards.

The Company’s performance evaluation process begins with the setting up of annual goals by the Evaluation and Compensation Committee. Annual goals are established in alignment with the Company’s overall operational and financial goals and the ultimate goal of improving shareholders’ value.

Short-term Performance

Short-term performance is comprised of quantitative and qualitative factors. Typically, quantitative goals are related to financial and operational performances, whereas qualitative goals are focused on achieving operational and strategic goals to further enhance long-term competitiveness. Weighted Key Performance Index (KPI) is in place to assess annual short-term performance. Please refer to “Report on Evaluation Results of Management Performance for the 41^th Fiscal Year” for results of the Representative Director’s short-term performance for FY2022.

Long-term Performance

Long-term performance incentives are provided to reward management’s contribution to long-term financial and operational competitiveness. Incentive are offered in accordance with TSR (Total Shareholder Return), Group EBITDA and Group Revenue; each factor has a weight of 20%, 40% and 40% respectively. TSR is computed by the relative performance of the Company’s TSR against the TSR of KOSPI and other domestic telecommunication service providers. The following illustrates the formulas for TSR, Group EBITDA and Group Revenue:

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Until February 2010, the Company had no incentive based compensation program for outside directors. Instead, fixed amounts of compensation were paid to outside directors as allowances to execute their respective duties. However, the BoD introduced a new compensation program for outside directors in March 2010. The program consists of cash and stock grant in which stock grant requires a one year of lock-up period. The total remuneration for outside directors for FY2022 was recorded at KRW million. The stock grant will be offered in FY2023

1) Compensation Paid to Directors

2) Comparison between total compensation paid and ceiling amounts on remuneration approved at the Annual General Meeting of Shareholders.

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Ceiling amount on remuneration for Directors for the year 2023 is proposed at the BoD meeting on March 8, 2023. Following the board’s resolution, proposed cap will be voted at the upcoming AGM. For further details, please refer to the Agenda No.6 – Approval of Ceiling Amount on Remuneration for Directors.

Inside directors can make personal decisions to purchase KT shares from the market. In addition, inside directors are also rewarded with stock grants as long-term performance incentives based on the TSR, Group EBITDA and Group Revenue formulas described above. Such grants are subject to a lock-up period of three years.

The following table represents current inside directors’ ownership of KT shares as of December 31, 2022.

Outside directors are also rewarded with stock grant with a lock-up period of one year. The following table represents current outside directors’ ownership of KT shares as of December 31, 2022.

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General Information for Voting

The record date to exercise voting rights at the AGM is December 31, 2022. As of the record date, the total number of KT shares issued was 261,111,808. The number of common shares, excluding treasury shares, entitled to exercise voting rights was 256,042,678 shares.

Pursuant to the provisions of the Commercial Act, Agenda No. 1, 2, 4, 5, 6, 7, and 8 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. However, in which voting rights can be exercised electronically, Agenda No. 5 shall be passed with the approval of a majority vote of the shareholders present at the meeting is obtained. Agenda No. 3 shall be passed by at least two-thirds of the votes cast by the shareholders present at the meeting and at least one-third of total shares entitled to vote.

The Article 409 of the Commercial Act 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 Member of the Audit Committee(Agenda No. 5). Please note that the shareholders who own more than 3% of KT’s voting shares, equivalent to 7,681,280 shares, are not entitled to exercise any voting rights exceeding the “3% limit”.

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Report on Transaction with Major Stakeholders

Pursuant to Article 542-9 of the Commercial Code (Transaction with the stakeholders, including major shareholders, etc.), such transaction for the period shall be reported at the Meeting as described below.

Background Information

The following transaction involves an outsourcing contract with an affiliated subsidiary specialized in the IT field.

Summary of Transaction

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Matters Requiring Resolution

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Agenda No. 1

Election of Representative Director

Pursuant to Article 25 (Election of Representative Director and Directors) of the Articles of Incorporation of KT, approval on the election of the Representative Director is hereby requested.

▣ Nomination Process

KT Board of Directors conducted Representative Director candidate nomination process in accordance with the Articles of Incorporation(the “AoI”) and, to further satisfy stakeholders’ expectations, organized a candidate pool through an ‘open competition’.

From February 10 to 20, the Corporate Governance Committee (the “CGC”) gathered a total of 34 potential candidates, 18 external and 16 internal. To improve objectivity in examination of potential candidates, on February 16, the CGC gathered an advisory committee of 5 external expert : Kwon, Oh-Kyoung (Chair-professor of Hanyang University), Kim, Joo-Hyun (Attorney at Kim&Chang), Shin, Sung-Chul (Ambassador of Korean Science & Technology), Jeong, Dong-Il (Professor of Yonsei University Business School), Jeong, Hae-Bang(former Vice Minister of Ministry of Planning and Budget).

The advisory group carefully reviewed candidates’ files based on CEO candidate qualifications under the AoI. In particular, the advisory group emphasized the importance of ‘leadership in technology’ that will present clear visions during the Digital Transformation (DX) environment and ‘leadership in management’ to lead the DX market, which is to be proven by concrete financial results. Furthermore, the advisory group took into account opinions from 30 major shareholders (including NPS), and from the KT Labor Union on the qualifications of an ideal KT Representative Director.

After a series of quality screenings, the CGC and Advisory Group narrowed them down to four final candidates for the Representative Director Candidate Examination Committee (the “RDCEC”) to further evaluate including Mr. Yun, Kyoung-Lim(Head of KT Group Transformation Group), Mr. Park, Yoon-Young(Former Head of KT Enterprise Group), Mr. Shin, Soo-Jung(Head of KT Enterprise Group) and Mr. Lim, Hun-Moon(Former Head of KT Mass Customers).

The RDCEC conducted in-depth interview with four candidates for the Board’s final review, and with the further deliberation by the Board, on March 7, 2023, the Board nominated Mr. Yun, Kyoung-Lim as the final candidate to be voted at the upcoming AGM.

▣ Examination Criteria

The Board considered opinions from various stakeholders in finalizing the qualities expected from the KT Representative Director. Upon further deliberation, qualities of the Representative Director considered to be of utmost importance by the Board are:

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• Educational Background

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• Rationale for Recommendation

KT Board of Directors concluded that Candidate Yun is the best person to enhance corporate value and ESG management, ultimately improving shareholder value by leading change and innovation among executives and employees, and forming cooperative relationships with various stakeholders. Candidate Yun is also expected to accelerate KT Group’s Digital Transformation in businesses and lead KT’s transformation into an AI company, utilizing his outstanding capabilities to develop new growth business, build partnership and cooperate through open innovation.

The board evaluated that candidate Yun has capability in developing various digital convergence fields such as media and mobility, including ICT as well. Also, the board accessed that he would lead innovation in technological changes such as the AI revolution and prepare for the crisis with unrivaled expertise and management insight.

He also suggested vision of ‘DIGI.AI (DIGICO + AI)’ to pursue well balanced strategy between main business and the growth business, while emphasizing specific goals to achieve ‘qualitative growth’ and ‘open innovative growth’ centered on AI·DX/Cooperation/Global. In order to lead these changes and innovation, he put emphasis on his sincerity and willingness to improve corporate culture, secure and nurture essential talent, create cooperative relationships with stakeholders, strengthen ESG management, and practice compliance management.

While serving as an important executive in the three telecommunications companies in Korea(KT, SK Broadband and CJ HelloVision), candidate Yun has rich experience in leading the commercialization of the world’s first high-speed Internet, Korea’s first Internet phone and IPTV services. He has been evaluated as having a high understanding of KT Group as a whole backed by his management experience as the head of Global Business Office, the head of the Future Convergence Business Group, and the Head of Group Transformation Group. In addition, he is considered to have been verified for his morality and unique ability to harmonize while going through leading companies in various domain, such as Hyundai Motor Company and CJ Group.

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Agenda No. 2

Approval of Financial Statements for the 41^st Fiscal Year

Pursuant to Article 449 of the Commercial Act (Approval and Public Notice of Financial Statements), approval of the financial statements for the 41^th fiscal year is hereby requested.

Background Information

Subsequent pages include only financial statements for both consolidated and separate bases. The financial statements have been audited by an independent auditor. On March 8, 2023, a full copy of the Independent Auditor’s Report, including opinion pages and a report on ICOFR*, was uploaded to KT’s website(https://corp.kt.com/eng/html/investors/financial/audit_01.html , IR Audit Report), and will be filed with SEC as a Form 6-K on March 9, 2023. Financial notes is also included in the Independent Auditor’s Report and should be read in conjunction with financial statements.

* ICOFR : Internal Controls over Financial Reporting

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The above consolidated statements of financial position should be read in conjunction with the accompanying notes.

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The above consolidated statements of profit or loss should be read in conjunction with the accompanying notes.

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The above consolidated statements of comprehensive income should be read in conjunction with the accompanying notes.

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The above consolidated statements of changes in equity should be read in conjunction with the accompanying notes.

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