Form 6-K

Department

Number of Staffs

Job Position(years served)

Activity history

BOD Office

Office Director 1 (0.3 years )

Team leader 2 (1.7 years on average)

Director 1 (4.1 years on average)

Vice director 3 (4.3 years

on average)

Manager 2 (1.1 years on average)

- Operates Board meetings and Board committees

- Provides Outside directors with preliminary reports on major issues for

- Provides management information

- Provides other information needed for outside directors’ job and supports for their requests.

6-K 1 d808098d6k.htm FORM 6-K Form 6-K

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 April 2024

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

90, Buljeong-ro,

Bundang-gu, Seongnam-si,

Gyeonggi-do,

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 ☑ Form 40-F ☐

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: April 24, 2024
KT Corporation

By:		/s/ Youngkyoon Yun
Name:		Youngkyoon Yun
Title:		Vice President

By:		/s/ Sanghyun Cho
Name:		Sanghyun Cho
Title:		Director

ANNUAL REPORT

KT CORPORATION

(From January 1, 2023 to December 31, 2023)

(Translation of the Annual Report filed in Korean with the Financial Supervisory Service of Korea)

Table of Contents


I. Corporate Overview			1

II. Business Details			6

III. Financial Information			33

IV. Auditors’ Opinion			36

V. Management and Affiliated Companies			39

VI. Shareholder Information			67

VII. Directors, Senior Management and Employees			68

※	Independent auditors’ reports on both Consolidated and Separate financial statements were filed to the SEC respectively on March 19, 2024.

•

Report for Consolidated and Separate financial statements :

File Number 001-14926 / Film Number 24761006

THIS IS A SUMMARY OF THE ANNUAL REPORT ORIGINALLY PREPARED IN KOREAN WHICH IS IN SUCH FORM AS REQUIRED BY THE KOREAN FINANCIAL SERVICES COMMISSION.

IN THE TRANSLATION PROCESS, SOME PARTS OF THE REPORT WERE REFORMATTED, REARRANGED OR SUMMARIZED FOR THE CONVENIENCE OF READERS.

UNLESS EXPRESSLY STATED OTHERWISE, ALL FINANCIAL INFORMATION CONTAINED HEREIN IS PRESENTED ON A CONSOLIDATED BASIS IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS ADOPTED FOR USE IN KOREA (“K-IFRS”) WHICH DIFFER IN CERTAIN RESPECTS FROM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CERTAIN OTHER COUNTRIES, INCLUDING THE UNITED STATES. THE COMPANY HAS MADE NO ATTEMPT TO IDENTIFY OR QUANTIFY THE IMPACT OF THESE DIFFERENCES.

I. Corporate Overview

1. Overview

A. Name of company : KT Corporation

B. Overview of Subsidiaries (As of December 31, 2023) : 84 Companies, excluding KT.

- Increase/Decrease in the number of Subsidiaries

(Unit : Companies)


Classification	Subsidiaries								The number of consolidated subsidiaries
Classification	Beginning of year		Increase		Decrease		Year-end		The number of consolidated subsidiaries
Listed subsidiaries		9		1		1		9		9
Non-listed subsidiaries		76		5		6		75		21
Sum		85		6		7		84		30

※ Following the listing of Millie’s Library in September, 2023, there has been an increase in listed subsidiaries, and a decrease in non-listed subsidiaries during the period.

LOGO Significant changes in Subsidiaries


Classification	The name of subsidiaries	Causes for the Changes
Newly included Subsidiaries	KT HEALTHCARE VINA COMPANY LIMITED	Establishment in the first quarter of 2023
	KD Living	Q1 2023, reclassification of affiliated companies
	K-Realty Qualified Private Real Estate Investment Trust No. 1	Q2 2023, reclassification of affiliated companies
	AQUA RETAIL VIETNAM COMPANY LIMITED	Establishment in the second quarter of 2023
	K-Realty Qualified Private Real Estate Investment Trust No. 4	Establishment in the third quarter of 2023
Excluded from Subsidiaries	Alpha DX Solution	Merger with KTDS in the first quarter of 2023
	KT Strategic Investment Fund No. 2	Liquidation in the first quarter of 2023
	ET MEA	Liquidation in the first quarter of 2023
	KT Primorye IDC LLC	Liquidation in the second quarter of 2023
	KT Submarine Co., Ltd.	partial equity disposal in third quarter of 2023
	KT-Michigan Global Content Fund	Liquidation in the third quarter of 2023

C. Date of Incorporation: December 10, 1981

D. Location of Headquarters: 90 Bulljeong-ro, Bundang-gu, Seongnam-city, Gyeonggi-do 13606, Korea

E. Significant changes in management and auditor


Date of change	Types of shareholders’ meetings	Appointment		End of term or dismissal
Date of change	Types of shareholders’ meetings	New appointment	Reappointment	End of term or dismissal
August 30, 2023	Extraordinary Shareholders’ Meeting	(CEO) Young Shub Kim (Inside Director) Chang-Seok Seo	—	—

June 30, 2023	Extraordinary Shareholders’ Meeting	(Outside Director) YangHee Choi Woo-Young Kwak Jong Soo Yoon Yeong Kyun Ahn Seung Hoon Lee Seongcheol Kim Seung Ah Theresa Cho	—	—

March 31, 2023	Annual General Shareholders’ Meeting	—	—	(Outside Director) Hyunmyung Pyo Chung-gu Kang Eunjeong Yeo *

March 28, 2023	—	—	—	(CEO) Hyunmo Ku (Outside Director) Huiyeol Yu (resigned) Dae-yu Kim (resigned)

March 27, 2023	—	—	—	(Inside Director) Kyung- Lim Yun (resigned)

March 06, 2023	—	—	—	(Outside Director) Benjamin Hong (resigned)

January 12, 2023	—	—	—	(Outside Director) Kang-chul Lee (resigned)

At the general meeting of shareholders held on March 31, 2023, the terms of office for outside directors, Hyeon-myeong Pyo, Chung-gu Kang, and Eunjeong Yeo, expired. However, according to Article 386, Paragraph 1 of the Commercial Act, the rights and obligations of the retired directors as outside directors were maintained until the point at which new external directors shall be appointed at the extraordinary shareholder meeting in 2023.

2. Total Number of Shares and Related Matters

A. Status of Capital Increase/Decrease (As of December 31, 2023) (Unit: KRW million, Shares)

There has been no change in capital stock for the past 5 business years.


Type of Stock	Category	42^nd (End of 2023)		41^st (End of 2022)		40^th (End of 2021)
Common Stock	Current Number of Issued Shares		257,860,760		261,111,808		261,111,808
	Par value		0.005		0.005		0.005
	Capital Stock		1,564,499		1,564,499		1,564,499

B.	Total Number of Shares (As of December 31, 2022) (Unit: Shares)


Category		Type of Shares				Total
		Common shares		Preferred shares		Total
I. Total Number of Authorized Shares			1,000,000,000		—		1,000,000,000
II. Total Number of Issued Shares			312,899,767		—		312,899,767
III. Total Number of Reduced Shares			55,039,007		—		55,039,007
Details of Reduced Shares	1. Reduction of Capital		—		—		—
	2. Share Retirement		55,039,007		—		55,039,007
	3. Redemption of Redeemable Shares		—		—		—
	4. Other		—		—		—
IV. Current Number of Issued Shares (II – III)			257,860,760		—		257,860,760
V. Number of Treasury Shares			11,447,338		—		11,447,338
VI. Current Number of Issued and Outstanding Shares			246,413,422		—		246,413,422

1)	According to the resolution of the board of directors on February 7, 2024, the acquisition of treasury shares for the purpose of disposal was completed on March 15, 2024, with a total of 695,775 shares. As of the submission date, the total number of treasury shares is 12,143,113 shares.

2)	On March 25, 2024, 695,775 treasury shares have been disposed of, resulting in a total issued shares of 257,164,985 shares and a total of 11,447,338 treasury shares.

C. Acquisition and Disposal of Treasury Shares (As of December 31, 2023) (Unit: Shares)


Method of Acquisition		Type of Shares	Beginning of Term		Acquisition (+)		Disposition (-)		Retirement (-)		End of Term
Direct Acquisition	Over-the-Counter	Common shares		5,069,130		4,994		131,690		—		4,942,434
	Exchange-Traded	Common shares		—		—		—		—		—
Indirect Acquisition (e.g. Trust Contract)		Common shares				9,755,952		—		3,251,048		6,504,904
Indirect Acquisition (e.g. Trust Contract)		Preferred shares		—		—		—		—		—
Total		Common shares		5,069,130		9,760,946		131,690		3,251,048		11,447,338

1)	According to the resolution of the board of directors on February 7, 2024, the acquisition of treasury shares for the purpose of disposal was completed on March 15, 2024, with a total of 695,775 shares. As of the submission date, the total number of treasury shares is 12,143,113 shares.

2)	On March 25, 2024, 695,775 treasury shares have been disposed of, resulting in a total issued shares of 257,164,985 shares and a total of 11,447,338 treasury shares.

[Treasury shares acquisition through a trust agreement with Shinhan Securities Co., Ltd.]

In order to enhance shareholder value through the disposal of a portion of the shares, a decision was made to enter into a trust agreement for the acquisition of treasury shares.

Contract Amount: 300 billion KRW, Contract Period: February 10, 2023, to August 9, 2023

Decision to Dispose Treasury Shares: As per the trust agreement, a total of 100 billion KRW worth of treasury shares (3,251,048 shares) were successfully disposed of on August 10, 2023.

Relevant Disclosures:

•

February 9, 2023: Material Fact Report (Decision to Enter into Trust Agreement for Treasury Share Acquisition)

•

February 9, 2023: Decision to Dispose Treasury Shares

•

May 12, 2023: Acquisition Status Report through Trust Agreement

•

August 9, 2023: Material Fact Report (Decision to Terminate Trust Agreement for Treasury Share Acquisition)

•

August 10, 2023: Trust Agreement Termination Results Report

•

August 10, 2023: [Amendment] Decision to Dispose Treasury Shares

[Treasury Share Acquisition, March 15, 2024]

Acquisition Size and Date: 695,775 shares, March 15, 2024

Purpose: Acquisition of treasury shares for the purpose of treasury share disposal to enhance shareholder value

Relevant Disclosures:

•

February 8, 2024: Decision to Acquire Treasury Shares

•

February 8, 2024: Decision to Dispose Treasury Shares

March 15, 2024: Result of Treasury Share Acquisition

3. Articles of Incorporation of KT


Date of Amendment	Name of Shareholders’ Meeting	Significant Changes	Causes for the Changes
June 30, 2023	The First Extraordinary Shareholders’ Meeting in 2023	Reduction in the number of internal directors (Articles 24, 29) Abolition of multiple representative directors (Articles 18, 25, 29) Upward revision of the resolution criteria for the appointment of representative directors (Article 25) Amendments to the provisions relating to the terms of directors (Article 26 (deleted), Article 27, Article 28 (deleted)) Qualifications for representative directors (Article 25) Establishment of a Governance Structure Committee (Article 41-2) Establishment of a Nomination Committee for director candidates (Articles 25, 32, 33, 41, 42) Composition of the Nomination Committee for director candidates (Article 42)	Reduction in the number of internal directors to strengthen the independence of the board Abolition of the multiple representative directors system to strengthen the accountability of the CEO Increase in the approval criteria for the appointment of the CEO to ensure the selection of the most qualified candidate with the support of majority shareholders Elimination of staggered terms and related regulations for outside directors and clarification of the basis for differentiated terms for directors Enhancement of the qualifications criteria for the CEO and establishment of guidelines for the selection of CEO candidates Establishment of a Governance Structure Committee comprised of four outside directors to enhance independence (excluding internal directors) Integration of the CEO Candidate Evaluation Committee and Outside Director Candidate Recommendation Committee into the “Director Candidate Recommendation Committee” Composition of the Director Candidate Recommendation Committee with all outside directors to strengthen independence (excluding internal directors)

March 31, 2023	The 41st General Shareholders’ Meeting	Addition of a new purpose of business (Article 2): 35. Facility rental business Introduction of reporting obligations for treasury stock (Article 48-2) Introduction of obligation to obtain shareholder approval for acquisition of treasury stock through cross-shareholding (Article 48-3)	Implementation of rental business to expand the customer base for DIGICO B2C Strengthening communication with shareholders regarding treasury stock Enhancing communication with shareholders regarding treasury stock

II.

Business Details

1. Business Overview (ICT, Satellite broadcasting, Real estate, others)

Each division of KT is distinguished by a separate legal entity that provides independent services and products, and the business of each affiliated company is categorized into (1) ICT that provides wireless and wired communication/convergence services, (2) Finance business that provides credit card services, (3) Satellite broadcasting services, (4) Real estate business utilizing KT’s assets, and (5) Other businesses carried out by subsidiaries including content, information technology, global business, and others.

Revenue by division (Unit: KRW million)


	FY2023						FY2022						FY2021
Division	Revenue			Proportion			Revenue			Proportion			Revenue			Proportion
ICT		18,371,437			58.3	%		18,289,243			59.4	%		18,387,434			63.0	%
Finance		3,720,859			11.8	%		3,613,981			11.7	%		3,525,211			12.1	%
Satellite Broadcasting		708,217			2.2	%		704,928			2.3	%		655,354			2.2	%
Real Estate		583,504			1.9	%		485,056			1.6	%		335,373			1.1	%
Other		8,118,542			25.8	%		7,708,737			25.0	%		6,283,023			21.5	%

Sum		31,502,559			100.0	%		30,801,945			100.0	%		29,186,395			100.0	%

Cons’ Adjustment		(5,126,286	)		—			(5,151,934	)		—			(4,288,390	)		—
Total		26,376,273			—			25,650,011			—			24,898,005			—

Financial statements for the 42^nd, 41^st, and 40^th fiscal years are in accordance with K-IFRS No. 1116

A. ICT : KT

KT operates wireless communications services for individual and corporate customers such as wireless communications, high-speed Internet, and corporate lines, pay TV services such as IPTV, and platform-based B2B businesses such as IDC, Cloud, and AI/DX. In addition to solid growth in the traditional telecommunications industry, we are accelerating innovation in non-telecom sectors such as media, finance, and B2B with our customer-centric platform.

B. Satellite TV : Skylife

KT Skylife is leading the domestic HD broadcasting service market by commercializing H.264 based multi-channel HD for the first time in Korea. It is launching Korea’s largest UHD multi-channel service and reflecting customer trends that aim for rational consumption with ‘30% discount home combination’ products. In October 2020, it launched ‘SkyLife Mobile’, an affordable phone service, and started selling three types of combined products (TPS) including affordable phones, satellite broadcasting, and the Internet.

On September 30, 2021, KT completed the acquisition of Hyundai HCN, a comprehensive wired broadcasting operator, and expanded its wired subscriber base. Skylife TV, a subsidiary of KT Skylife, is a broadcasting channel user operator and has 12 channels including the representative channel ENA.

C. Real Estate: KT Estate

KT Group’s real estate business continues to pursue stable growth through an asset-focused business strategy and periodic portfolio strategy updates that reflect real estate market fluctuations, product selection, maximizing asset value and creating new spaces that reflect innovative ICT technology.

The performance of existing Novotel, Andaz, and Sofitel hotels grew significantly year-on-year due to the pandemic, followed by the successful opening of Myeongdong Le Meridien and Moxy in November 2022, contributing to revenue and profit growth.

D. Other Businesses (Commerce, Advertisements, etc.)

•

As a music service brand, genie is strengthening its position as a comprehensive music provider in Korea, providing customers with the best and most stable high-quality music services through customer music usage data and platform technology accumulated over 12 years. In addition, genie is expanding its platform competitiveness by expanding the scope of content provision through differentiated and diverse genres of audio services produced by genie itself, promoting new performance businesses to create new revenue models other than the music business, and providing customers with various cultural content experiences such as K-POP artist concerts, musicals, and festivals to further strengthen corporate competitiveness.

•

KT SAT’s satellite service business is a business that secures satellites and provides services to generate revenue by using orbit and frequency allocated by the government. It provides satellite services using a total of four self-owned satellites and overseas satellite relay services.

•

KT Alpha is expanding the foundation of its commerce business from TV to mobile and creating synergy through the merger (merger date: July 1, 2021) with KT M-house, which has mobile coupon business capabilities. KT Alpha sold all shares of Alpha DX Solution, which it 100% owned, to KTDS (sale date: October 7, 2022).

•

Nasmedia is mainly engaged in internet and mobile, IPTV, and digital out-of-home advertising media sales centered on display advertising. It launched K-Deal, a CPS advertising product based on text, in 2021.

•

KT Studio Genie was established on January 28, 2021, to oversee and lead the group’s media/content business (content production/planning/investment/distribution, etc.), and it has established itself as a studio business operator by broadcasting original content in 2022.

•

kt cloud, which was launched on April 1, 2022, aims to become the best DX specialist company in Korea by strengthening its core competitiveness in IDC and cloud, which is inevitable in the digital era and for KT’s DIGICO strategy.

2. Main Products and Services(ICT, Satellite broadcasting, Real estate, others)

A. ICT : KT

Price fluctuations of KT’s mobile plans, IPTV, broad band, fixed-line phones, and combined products are as follows. For more information, please refer to the product service contents on our website(https://product.kt.com). Prices below do not reflect additional discounts.

•

Mobile (Unit : KRW, VAT included)


Plan		Monthly Rate
5G Choice	Premium Choice		130,000
	Special Choice		110,000
	Basic Choice		90,000
5G Simple 110GB/90GB/70GB/50GB			69,000/67,000/65,000/63,000
5G Slim Plus			61,000
5G Slim			55,000
5G Save			45,000

On September 25th, 2020, KT released the 5G Super Plan Choice, followed by 5G Simple and Save on October 5th, Netflix content on October 28th, a Hyundai Card partnership benefit on June 2nd, 2021, Disney+ content on November 12th, 2021, Samsung Electronics and Woori Card partnership benefits on February 14th, 2022, YouTube Premium content on May 2nd, 2022, Tving/Genie content on July 1st, 2022, 5G Slim Plus plan on August 23rd, 2022, and KT has launched three more 5G Simple plans.

•

IPTV(Unit : KRW, VAT included)

Revised TV subscription plans to “Choice” plans (June 2nd, 2022)

Released new subscription plans: Genie TV Disney+ Choice (January 17^th, 2023), Genie TV tving Choice standard/premium (March 2nd, 2023)


Plan	Monthly Rate
Plan	No Contract		1 Year Contract		2 Year Contract		3 Year Contract		Broadband bundle
Genie tv Slim		16,500		15,675		14,850		13,200		11,000
Genie tv Basic		18,150		17,270		16,390		14,740		12,100
Genie tv Lite		19,800		18,810		17,820		15,840		13,200
Genie tv Essence		25,300		24,035		22,770		20,240		16,500
Genie tv Essence Plus		28,160		26,730		25,300		22,484		18,700

※	Prices above do not include additional costs such as call-out fees.

•

Broadband(Unit : KRW, VAT included)

The following prices do not include additional costs such as equipment (modem) rental fees, call-out fees, etc.

- Prices of new plans in 2022 are as follows.


Plan	Monthly Rate
Plan	No Contract		1 Year Contract		2 Year Contract		3 Year Contract		T/M bundle		Launch Date
Secure Internet Premium		64,900		58,300		52,250		45,650		40,150		7^thJan. 2022
Secure Internet Essence		59,400		52,800		46,750		40,150		34,650		7^thJan. 2022
Secure Internet Basic		50,600		45,100		40,150		34,650		29,150		7^thJan. 2022
Secure Internet Slim		44,000		37,950		32,450		23,650		23,650		7^thJan. 2022

•

Bundled Rate Plans (Unit : KRW, VAT included)


2023	2022	2021
<2023.06> ● Add MVNO partners that can combine MVNO phones <2023.09> ● Y Family Wireless Bundle Promotion (23.09.01~24.02.29) - Customers aged 19 to 29 years old and receiving “Y-Dome” benefits can have the same discount as the Family Wireless Bundle	<2022.02> ● Premium Single Combination Promotion normalized (02.24~) - Combining 500M or more speed with 5G mobile plans of KRW 80,000+ (LTE plans of KRW 65,890+) in a single line, 25% discount for monthly mobile fees <2022.04> ● Newlywed combination Promotion normalized (04.01~) - For engaged or newlywed couples, mobile discounts for up to 6 months without internet ● System improvements for collective contract buildings, reducing return amount of discounts by 100% from requests made after April 2022 ● Additional Premium Single Bundle discounts for bundles within CEO Success Pack <2022.05> ● 5G Premium Family Bundle Teen Discount Promotion (22.05.02~22.10.31) - If teenagers under 18 and legal guardian’s mobile plans meet all following conditions, teenager gets additional KRW 5,500 (including VAT) monthly discount.	<2021.04> ● Mobile bundle promotion ‘between friends’ - Equivalent discount benefit as the ‘Mobile bundle pack for my family’ for foreigners of same nationality <2021.05> ● Renewal of the CEO Success Pack - Added mobile bundle service - Integrated VAN billing and relaxation of the discount condition <2021.08> ● Promotion of the Premium Single bundling package - 25% discount of the mobile tariff for the service usage of over 500Mbps internet and 5G mobile plan over 80k KRW (65,890 KRW for LTE subscriber) <2021.10> ● Pre-marriage Bundle Promotion - Lump sum discount of mobile service for soon to be married or newly married couple for maximum 6 months


		• Joining Premium Family Bundle Discount program • Using a 5G plan of KRW 80,000 or more ● New discount option for Base plan of Premium Family Bundle - Internet can be applied to mobile base plans instead <2022.10> ● More plans to the multi-network Bundle discount program - Additional products: home phone,internet phone (home and Centrex) - Discounts are the same as CEO Success Pack Bundle discount. <2022.11> ● 5G Premium Family Bundle Teen Discount Promotion normalized (11.1~) - If teenagers under 18 and legal guardian’s mobile plans meet all following conditions, teenager gets additional KRW 5,500 (including VAT) monthly discount. • Joining Premium Family Bundle Discount program • Using a 5G plan of KRW 80,000 or more <2022.12> ● Premium family and single mobile plans will be unified based on a single standard (80,000 KRW+ 5G Plans/65,890KRW+LTE plans g 77,000KRW+ 5G/LTE plans, including VAT) by unifying the mobile plans provided for Premium Family and Single plans		<2020.07> ● CEO Success Pack launch

B. Satellite TV – KT Skylife

•

TV (Unit : KRW, VAT Included)


Service Type				2023		2022		2021
Satellite only	Android	sky UHD Family A+	Receiving		12,100		12,100		12,100
	HD		Bundle		8,800		8,800		8,800
		Sky On+ HD	Receiving		9,900		8,800		8,800
			Bundle		7,700		11,000		11,000
		Sky Auto	Receiving		16,500		12,100		12,100
		GTS Prime Kidsland/Enter	Bundle		20,900		20,900		20,900
		GTS Essense	Bundle		16,500		16,500		16,500
		GTS Light	Bundle		13,200		13,200		13,200
		GTS Slim	Bundle		11,000		11,000		11,000
		GTS Basic	Bundle		12,100		12,100		12,100

•

Broadband (Unit : KRW, VAT Included)


Service Type			2023		2022		2021
Internet	sky 100M	Price		28,050		28,050		28,050
		Bundle		19,800		19,800		19,800
	sky GiGA 200M	Price		30,250		30,250		30,250
		Bundle		22,000		22,000		22,000
	sky GiGA 500M	Price		33,000		33,000		33,000
		Bundle		27,500		27,500		27,500
	sky GiGA 1G	Price		38,500		38,500		38,500
		Bundle		33,000		33,000		33,000
	sky 100M Secure	Price		29,150
		Bundle		20,900
	sky GiGA 200M Secure	Price		31,350
		Bundle		23,100
	sky GiGA 500M Secure	Price		34,100
		Bundle		28,600
	sky GiGA 1G Secure	Price		39,600
		Bundle		34,100

•

Mobile

SKY Life’s mobile plans are divided into 10,000 KRW data plans, selectable plans, and unlimited plans.

C. Other Businesses

•

Genie Music

Price change of major services Prices of music streaming service products are as follows. (30-day subscription price, based on Web payment. Unit: KRW, VAT excluded)


Service	Type	Product	2023		2022		2021
Music Service	Unlimited Streaming	Data Safe Music Streaming		10,900		10,900		10,900
		Music Streaming(PC+Mobile)		8,400		8,400		8,400
		Smart Music Streaming (Mobile only)		7,400		7,400		7,400
	MP3 Download	5 Downloads/month		3,000		3,000		3,000
		10 Downloads/month		5,500		5,500		5,500
		300 songs		4,800		4,800		4,800
	Streaming by Play Count	100songs		1,600		1,600		1,600
	Streaming by Play Count	20 songs		800		800		800
Bundle Service	Unlimited Music + e-book	Smart Streaming + e-book (Genie + Millie’s library)		13,000		13,000		13,000

•

KT M Mobile

KT M Mobile’s mobile plans are divided into device bundle plans of post-paid plans, SIM-only plans, and pre-paid plans.

•

KT Cloud

Cloud


Public		- On-demand service that provides Cloud-based IT infrastructure (computing/storage/NW, etc.) tailored to client needs, available whenever and as much as needed - Offers high performance and stability without concerns for IT procurement, operation, or management

CDN		- Contents Delivery service that delivers large-scale contents in real-time anywhere in the world - Supports 100+ countries and 200,000+ Edge services

Private		- Client-specific Cloud service independently built at client’s location - Provides tailored services optimized for client business environments with high stability and excellent security

Marketplace		- Digital catalog service that curates industry-leading 3^rd party solutions to clients’ needs - Provides easy access to solutions that are optimized for clients’ business needs

IDC


Colocation		- Provides advanced computing infrastructure by directly accessing KT IDC Internet backbone network to improve internet connectivity speed and by providing power, air conditioning, and security infrastructure.

MSP		- Service where clients outsource the management of their IT systems and various computing infrastructure resources to KT. Includes leasing monitoring tools, IT infrastructure operation and maintenance, migration, consulting, and utilizing KT’s professional personnel, facilities, equipment, and network resources

DC/Infra		- Service that builds and provides customers with customized DC/DR. Formerly classified as On-demand IDC.

Connectivity		- Service that provides connectivity to all services (Neutral IDC/CSP) based on One IDC

3. Information about property, plant and equipment (ICT, Satellite broadcasting, Real estate, others)

A. The status of property, plant and equipment(As of December 31, 2023)


• Land				(Unit: KRW million)

Book value as of

January 1, 2023

Increase

Decrease

Book value as of
December 31, 2023

official land price

866,721

6,569

(24,581

)

848,709

5,567,599


• Building				(Unit: KRW million)

Book value as of

January 1, 2023

Increase

Decrease

Book value as of
December 31, 2023

official land price

1,003,985

148,618

(99,997

)

(68,892

)

983,714


• Other property, plant and equipment								(Unit: KRW million)


Classification	Book value as of January 1, 2023		Increase		Decrease			Depreciation Cost			Book value as of December 31, 2023
Constructed Structure		34,391		12,669		(226	)		(3,150	)		43,684
Machinery facilities		4,997,407		1,831,316		(46,982	)		(1,647,071	)		5,134,670
Cable facilities		3,626,870		612,354		(33,204	)		(590,173	)		3,615,847
Financial Leasing		983,049		311,478		(7,395	)		(339,231	)		947,901
Others		78,702		28,519		(5,051	)		(31,858	)		70,312
Sum		9,720,419		2,796,336		(92,858	)		(2,611,483	)		9,812,414

KT Skylife


• Operating equipment				(Unit: KRW million)



Land(m²)	Building(m²)		Sum(m²)		Book value
396		18,248		18,644		15,172

•

Other business equipment

(Unit: KRW million)



Classification	Asset value
Broadcast center		30,964
Customer service center		6
Satellite receiving device		71,460
Sum		102,430

KT Estate


• Investment real estate						(Unit: KRW million)

Book value as of

January 1, 2023

Acquisition
or
Subsitution

Depreciation
cost

Disposal

Book value
as of

December 31,
2023

1,137,300

58,698

(39,407

)

(17,489

)

1,139,102


• Tangible assets						(Unit: KRW million)


Book value as of January 1, 2023	Acquisition or Subsitution		Depreciation cost			Disposal			Book value as of December 31, 2023
86,118		252		(7,236	)		(98	)		79,036

B. Capital Expenditure

KT, on stand alone basis, invested a total of KRW 2.416 trillion as CAPEX (Capital Expenditure) during 2023. Major subsidiaries’ CAPEX for 2023 was KRW 0.9 trillion for the growing businesses such as finance, media/content, cloud/IDC, and real estate.

4. Sales(ICT, Satellite broadcasting, Real estate, others)

ICT : KT

(1) Performance in terms of revenue (Unit: millions of Korean won, %)


Category	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
Service revenue		15,932,421		86.7		15,766,188		86.2		15,501,216		84.3
Merchandise sales		2,439,016		13.3		2,523,055		13.8		2,886,218		15.7
Total		18,371,437		100.0		18,289.243		100.0		18,387,434		100.0

(2) Methods and Conditions of Sales

KT provides our products and services to customer through the sales organization and channel as above, basically, customers pay the service charges with cash, bank direct debit bill and credit card. In addition to monthly service fee, customers must pay the equipment rental fee and installment fee as well.

For the B2B business, the supply conditions and service fees are determined via a negotiation with enterprise customers.

(3) Sales Strategy

(a) Mobile Service

•

Device leadership : Differentiate wireless experience with pre-emptive adoption of differentiated 5G/LTE smartphones and new forms of emerging devices.

•

Network quality differentiation : 5G first C-DRX Application and 5G network quality based on edge communication center, tight national network LTE-A Network.

•

Innovative rate plans : ‘5G Choice plan’ to offer unlimited data and worldwide data roaming, and LTE data ON providing unlimited data across all plans

•

Segment marketing : Introducing products exclusively for young customers such as Y super pan, Y24 and providing premium single bundled rate plan optimized for single-person households

•

Loyalty program : A variety of mobile phone replacement programs and installment plans, including industry-leading membership benefits, long-term customer special benefits, and rental services to reduce inconvenience in device replacement.

•

Differentiated service : The CS system optimized for smartphones, the benefits of reducing telecommunication charge through affiliated cards, differentiated mobile phone insurance products, and ‘Dual Number’ service to use 2 phone numbers in 1 phone.

(b) Broadband Internet Service

•

Lead the market with preemptive GiGA infrastructure investment and service quality enhancement

•

Expand sales synergy by bundling products between telco(5G, IPTV, etc.) and non-telco(CCTV, IoT, etc.) services

•

Broaden internet business coverage such as low cost market with skylife internet resale

•

Provide the optimized wireless internet environment through introducing advanced WiFi devices such as ‘GiGA WiFi home ax’, ‘GiGA WiFi Buddy ax’, ‘GiGA WiFi Premium 6E’, etc.

•

Offer the customized services for specific segments based on the customer behavior analysis to enhance customer convenience

•

Expand the product lineups including bundling, WiFi devices for small business owners

•

Acquire a number of broadband lines by winning the B2B/B2G orders e.g. mobile internet infrastructure installment business.

(c)	Telephone Service

•

Preemptive care activities to minimize customer churn :

•

Uncombined customers using the Internet and TV products : Service bundling propulsion

•

Customers who need home telephony service : Promoting KT telephony 3000 price plan

•

Customers who did re-contract VoIP service : Promoting KT VoIP 3000 price plan

•

SOHO, small business customers : Pushing to sign up for converged products including Telephone manager, Ringo

•

Preventing from decreasing revenue by restructuring price plans :

•

Rolling out new VoIP price plan which is charging per second(February, 2020)

(d) IPTV Service

•

Improve the product’s marketability take into strategic partnerships considering the changes in the media environment

•

Increase IPTV sales by introducing new media devices

•

Based on AI, organizing personalized content and strengthening the recommendation

B. Satellite Business (KT skylife)

(1) Performance in Terms of Revenue (Unit: millions of Korean won, %)


Category	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
Service revenue		435,397		61.5		399,555		57.6		364,983		55.7
Platform revenue		209,602		29.6		217,167		31.4		219,218		33.5
Others		63,218		8.9		76,201		11.0		71,153		14.3

Total		708,217		100.0		693,778		100.0		655,354		100.0

※	The above numbers are written on a separate basis.

※	Platform revenue: Advertisement revenue + Home shopping transmission fee + T-commerce transmission fee

※	Service revenue: Broadcasting revenue + Internet revenue + Mobile revenue

(2) Sales Organization and Channels

KT Skylife currently has various sales channels such as skylife head office, customer center, 196 sales offices which are further organized under 9 branches (three in Seoul, two in Busan and one each in Daejeon, Daegu, Gwangju and etc.) and 1 local office (in Jeonju), KT.

Sales offices perform sales and services through consignment contracts with KT Skylife, and 2 customer centers(one each in Suwon, Gwangju) perform business activities such as customer counseling, as well as defending customer churn and attracting new subscribers.

The combined products are sold through KT’s in-house/outdoor sales channels and group companies, which are nationwide, and we are continuously sold on the headquarters’ website.

In addition, we have been continuously partnering with various on and off-line companies such as companies, government offices, and online markets to secure sales channels.

As of the end of December 2023, sales by route are as follows (Accumulated from January to December 2023)


Category	New Subscribers		%
Sales office		171,587		79.6
KT		1,839		0.8
Headquarter, customer center		42,203		19.6

Total		215,629		100.0

C. Others Business

KT Estate

(1) Performance in Terms of Revenue (Unit: millions of Korean won, %)


Category	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
Rental business		184,477		31.2		175,167		35.9		160,212		47.8
Development business		89,073		15.1		11,156		2.3		—		—
PM fee		63,612		10.7		58,073		11.9		45,513		13.6
Real estate commission business		195,797		33.1		140,098		28.7		99,424		29.6
Others		58,826		9.9		103,257		21.2		30,224		9.0

Total		591,785		100.0		487,751		100.0		335,373		100.0

※	Performances were written in accordance with K-IFRS

2) Sales Organization and Channels

KT Estate’s main business is real estate leasing service and development. For this reason, this report does not disclose the sales organization and channels information.

KT Sat

(1) Performance in Terms of Revenue (Unit: millions of Korean won, %)


Category	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
Gap filler rentals		108,661		59.7		105,171		58.4		102,372		58.6
Data transmission		14,019		7.7		17,990		10.0		24,565		14.1
Video transmission		7,979		4.4		8,340		4.6		8,161		4.7
Mobile satellite service		28,243		15.5		24,507		13.6		22,051		12.6
Others		23,246		12.8		24,067		13.4		17,506		10.0

Total		182,149		100.0		180,075		100.0		174,655		100.0

※	Performances were written in accordance with K-IFRS

(2) Sales Organization and Channels

KT SAT’s sales organization manages and operates customers by region. Due to the characteristics of the service, the company has a large number of corporate customers and is attracting new customers through sales of internal sales representatives and external distribution networks (partners).

KT alpha

(1) Performance in Terms of Revenue (Unit: millions of Korean won, %)


Category	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
T-Commerce(K Shopping)		288,996		67.1		325,515		69.3		307,181		72.5
Mobile Gift Commerce		92,191		21.4		96,067		20.5		61,886		14.6
Content Distribution		49,651		11.5		47,992		10.2		54,598		12.9
Total		430,838		100.0		469,574		100.0		423,664		100.0

※	The above numbers are written on a separate basis.

(2) Sales Organization and Channels

(a) T-Commerce

After the MD has signed a contract with the vendor to supply the product, the product information is provided directly to the general customer through platforms such as VOD, TV, Internet, and mobile. After receiving the customer’s order through TV remote control, internet, and mobile, if payment is made, we will ship the product through the delivery company.

(b) Mobile Gift Commerce

KT alpha divides its customers to B2B and B2C depending on the purchasing entities and provides its service. For the B2B customers, the company carries out the sales activities directly to enterprise customers who want to purchase in bulk. Also, the company provides the mobile gift certificate purchase online service (“Giftishow biz”) optimized for business purchase process indirectly such as promotion planning and managing the budget, etc. For B2C customers, the company service through its own web/app and also a variety of affiliate channel such as mobile commerce channel and online open market, etc.

The content supply and demand representative make copyright agreements with the content creator or distributor. And we provide content VOD or library services to 150 platform companies such as IPTV and OTT. The general customer use the content which they make payment through the plarforms.

Genie Music

(1) Performance in Terms of Revenue (Unit: millions of Korean won, %)


Category	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
Music business		200,410		80.0		222,660		92.7		235,257		96.4
Others		50,192		20.0		17,610		7.3		8,696		3.6
Total		250,602		100.0		240,270		100.0		243,954		100.0

※	The numbers are on a separate basis and were written in accordance with K-IFRS 1115.

(2) Sales Organization and Channels

Genie Music serves as a service provider and content distributor within the digital music industry.

(a) Music Business (Music Services, Content Distributor)

Genie Music provides music services directly to the domestic customers through its own music platform Genie such as website, mobile app and etc. Also, the company is providing music services through the value-added services which telecom companies roll out.

As a content distributor, Genie Music distributes a variety of content including music sources to the domestic and overseas business players.

(b) Others (Performance, MD and etc.)

Genie Music generates others revenue through performance business, MD products, etc. For the performance business, it shares ticket sales from performances with production/planning companies. For the MD business, the company is selling the MD products (which are bought or imported from MD vendor) to the online and offline stores.

KT Telecop

(1)

Performance in Terms of Revenue (Unit: millions of Korean won, %)


	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
Security service		521,519		99.2		510,384		98.8		502,075		98.3
Distribution		3,781		0.7		5,403		1.1		8,318		1.6
Others		646		0.1		647		0.1		608		0.1

Total		525,946		100.0		516,434		100.0		511,001		100.0

※ The above numbers are written on a separate basis.

(2)

Sales Organization and Channels

KT Telecop operates the business department, regional headquarters strategic sales team, branch offices. And we provide dispatch security service and integrated security service.

Nasmedia

(1)

Performance in Terms of Revenue (Unit: millions of Korean won, %)


	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
Digital Advertising		60,160		55.0		66,184		61.3		60,745		68.5
Platform		49,170		45.0		41,794		38.7		27,98		31.5
Total		109,329		100.0		107,977		100.0		88,726		100.0

※ The above numbers are written on a separate basis.

(2)

Sales Organization and Channels

The online advertising industry can be divided into four areas: advertisers, advertising companies, media reps, and media. Media reps sells media time or space to advertisers and advertising for media owners and generate revenue based on commission from media owners.

KT Studio Genie

(1)

Performance in Terms of Revenue (Unit: millions of Korean won, %)


	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
Content Production		206,574		93.3		95,083		93.7		10,578		89.5
Distribution Agency		8,063		3.6		3,096		3.0		293		2.5
PR Agency		5,409		2.4		2,442		2.4		—		—
Others		1,315		0.7		833		0.9		952		8.0
Total		221,360		100.0		101,454		100.0		11,824		100.0

2)	Sales Organization and Channels

KT Studio Genie sells its content and televising rights through the captive channels (KT and KT’s subsidiaries), the domestic non-captive channels and global partners.

KT Cloud

(1)

Performance in Terms of Revenue (Unit: millions of Korean won, %)


	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
Total		670,917		100.0		430,437		100.0		—		—

※ Revenues are disclosed after its establishment on 1^st April in 2022.

2)	Sales Organization and Channels

KT Cloud operates 2 kinds of businesses(cloud and data center services).

For the cloud business, it is selling the service directly and indirectly. In case of the direct sale, KT Cloud makes a contract and provides the service in partnership with the sales organization of KT Enterprise Business Group. In case of the indirect sale, KT Cloud has around 150 external partner companies which are in charge of reselling. The partners resell and deliver the cloud service to the final customers.

For the data center business, there are domestic sales for the corporate/public/finance/Biz customers and global sales for the international corporate customers. KT Cloud are selling the data center service by using its own direct sales organization and KT’s sales channels as a consignment sale.

5. Research and Development Activities(ICT, Satellite broadcasting, Real estate, others)

A. R&D Costs—Consolidated Basis (Unit: millions of Korean won, %)


Category	2022			2021			2020
Raw Materials		—			—			—
Labor Costs		91,785			83,774			82,225
Depreciation		28,541			22,685			20,732
Commissions		—			—			—
Others		110,295			107,511			127,516
Total R&D Costs ( ※ ¹)		230,621			213,969			230,473
(Subsidy from Government)		8			8			211
Accounting costs Research and Ordinary Development Costs		174,936			168,969			156,940
treatment Development Costs (Intangible Assets)		55,677			44,992			73,322
Percentage of R&D Costs over Revenue ( ※²)		0.90	%		0.86	%		0.96	%

※ 1: Total costs before deducted the subsidy from government

※ 2: Rate of Total costs before deducted the subsidy from government and Total Revenue

B. R&D Organization Structure (KT)

•

Institute of Convergence Technology

LOGO

•

Main Mission

•

Securing core technologies to strengthen future business and business competitiveness

•

Establishing mid- and long-term technology strategies for leading future technologies

•

Developing competitive technologies and supporting commercialization to strengthen business competitiveness

•

Developing and securing core technologies for mid- to long-term future

•

NW Platformer based on Smart Connectivity that satisfies market&customers

•

Development of network efficiency and optimization technology to strengthen infrastructure competitiveness

•

Realization of operation excellence based on AI/SDN2.0 and completion of intelligent control operating system

•

Development of core technology for OSP stable operation/quantum cryptography service

•

Research and development of 5G Access/Core network and 5G Mobility technology

•

5G core/wireless/control intelligence technology and SW-based infrastructure innovation

•

Innovation B2X business based on customer centric technology differentiation

•

Developing differentiated Biz solution/platform for B2B business innovation

•

Development of core AI technology/platform/service for industry biz innovation

•

Through the AI Core technology-based ‘Innovation Pipeline’, achieve fast delivery from discovering future growth engines to commercialization

•

Discover convergence future growth engine

•

Secure Number one AI Core technology capabilities

•

Fast deliver new growth business

6. Other Matters (ICT, Satellite broadcasting, Real estate, others)

A. Intellectual Property Rights (as of December 31, 2022)

•

ICT (KT) : KT holds 4,033 domestic patents, 1,764 overseas patents.

•

Others

KT Skylife holds 18 patents.

KT alpha holds 79 patents.

Nasmedia holds 2 patents and 7 trademarks

PlayD holds 5 domestic patents.

KTDS holds 8 patents, 8 trademarks, 2 service marks and 12 trade/service marks

Initech holds 33 patents and 32 trademarks.

7. Business Overview(Finance)

BC Card’s main business is issuing and managing credit cards, transaction processing of credit card and recruiting and managing of credit card merchants. Also, BC Card provides credit loans such as short-term card loans and long-term card loans to credit card members, while conducting supplementary businesses such as retail business via telephone, mail order or online, insurance, tourism service and loans.

Credit card companies are a typical domestic-based industry with a sensitive nature to changes in private consumption and overall domestic economic conditions, as they are based on the domestic market. Market entry requires approval from the Financial Services Commission, and considering the need for credit risk management for stable business operations, the entry barrier is high.

BC Card is mainly engaged in credit card processing business, and has secured a stable revenue base for card issuers based on its position in the credit card processing market. Additionally, BC Card strives to provide customers with easy and convenient financial services through mobile platform ‘Paybook’ for simplified payments and various financial services.

Credit sales amounted to KRW 138.2051 trillion, long and short-term credit card loans to KRW 8.1577 trillion, financial lease to KRW 47.8 billion, factoring to KRW 13.8 billion, and other loans receivables to KRW 673.5 billion, resulting in operating revenue of KRW 3.7209 trillion related to those.

BC Card raises funds through the issuance of corporate bonds and CP, and the average balance of financing for the current year was KRW 1.6036 trillion, with an average funding rate of 3.56%.

The adjusted capital adequacy ratio at the end of the current term was 25.28%, significantly exceeding the limit of 8% under the Regulation on Supervision of Credit-Specialized Financial Business. The delinquency ratio was 1.53%, and the KRW Liquidity Ratio was 111.19%.

8. Business Status(Finance)

A. Performance in Terms of Revenue (Unit: KRW million, %)


Category	2023				2022				2021
Category	Amount		%		Amount		%		Amount		%
Card processing revenue		3,251,985		87.4		3,188,689		81.8		3,154,561		88.1
Service fee revenue		173,446		4.7		169,694		4.4		176,610		4.9
Additional business fee revenue		67,065		1.8		57,480		1.5		68,972		1.9
Member Service Fee revenue		55,274		1.5		55,560		1.4		57,182		1.6
Private Label Credit Card revenue		24,069		0.6		22,971		0.6		9,051		0.3
Financial revenue		110,357		3.0		70,427		1.8		29,935		0.9
Foreign currency-related profit		12,805		0.3		7,426		0.2		4,062		0.1
Other operating revenue		25,858		0.7		324,038		8.3		79,065		2.2

Total		3,720,859		100.0		3,896,285		100.0		3,579,438		100.0

※	The above numbers are written on a K-IFRS consolidated basis.

B. Fundraising and Operation

(1)

Fundraising

(Unit: KRW million, %)


		2023								2022								2021
Category		Average Balance		amount of payments		Interest rate		%		Average Balance		amount of payments		Interest rate		%		Average Balance		amount of payments		Interest rate		%
Short-term debt	CP		115,424		6,191		5.36		7.20		65,076		2,723		4.18		6.24		—		—		—		—
	General debt		29,068		1,766		6.07		1.82		39,274		1,445		3.68		3.77		—		—		—		—
	Other debt		4,877		229		4.70		0.30		3,287		123		3.74		0.32		247		8		3.24		0.08
Lomg-term debt	CP		184,772		5,880		3.18		11.52		150,237		4,501		3.00		14.41		6,270		138		2.20		2.03
Corporate Bonds			1,269,428		43,034		3.39		79.16		784,488		18,327		2.34		75.26		301,794		5,195		1.72		97.89
Total			1,603,569		57,100		3.56		100.00		1,042,362		27,119		2.60		100.00		308,311		5,341		1.73		100.00

※	Financial Supervisory Service’s business report standard

※	The other debt of short-term debt refer to borrowings under the credit line agreement

※	% represents the proportion to the Average Balance

(2)

Operation

(Unit: KRW million, %)


	2023								2022								2021
Category	Average Balance		Profit amount		ROI		%		Average Balance		Profit amount		ROI		%		Average Balance		Profit amount		ROI		%
Credit Card assets		287,274		46,063		16.03		21.07		110,064		20,582		18.70		13.13		30,676		9,889		32.24		11.58
Lease assets		25,349		1,434		5.66		1.86		14,634		525		3.59		1.75		2,979		82		2.75		1.12
Factoring		61,072		3,835		6.28		4.48		70,358		4,241		6.03		8.39		61,041		3,709		6.08		23.05
General loan		989,412		86,752		8.77		72.59		643,147		51,623		8.03		76.73		170,126		17,298		10.17		64.25
Total		1,363,107		138,084		10.13		100.00		838,203		76,971		9.18		100.00		264,822		30,978		11.70		100.00

※	Financial Supervisory Service’s business report standard

※	Lease assets are comprised of Financial lease bonds

C. Status by Business areas

(1)

Business performance by department

(Unit: KRW billion, %)


			2023				2022				2021
Category			Amount		%		Amount		%		Amount		%
Card	Credit sales	Lump sum payment		1,171,936		79.67		1,120,765		79.89		1,017,012		77.98
	Credit sales	Installment		210,115		14.28		187,203		13.35		206,810		15.86
	Cash loan	Short-term card loan (cash advance)		81,132		5.52		83,874		5.99		76,905		5.89
	Cash loan	Long-term card loan (card loan)		445		0.03		57		0.00		2		0.00
Lease				478		0.03		176		0.01		111		0.01
Factoring				138		0.01		197		0.01		413		0.03
Loan				6,735		0.46		10,582		0.75		2,987		0.23
Total				1,470,979		100.00		1,402,854		100.00		1,304,240		100.00

※	Financial Supervisory Service’s business report standard

※	The amount of credit sales(Lump sum payment and Installment) and short-term card loans(cash advance) is the total performance of BC Card and its member companies

(2)	Member status

(Unit: thousand, thousand, %)


								YoY
Category		2023		2022		2021		Change		% of Change
Individual member	Number of cards		39,426		39,904		40,807		-478		-1.20
Individual member	Number of members		36,671		33,963		30,154		2,708		7.97
Corporate member	Number of cards		5,214		5,229		5,102		-15		-0.29
Corporate member	Number of members		3,245		3,353		1,993		-108		-3.22
Total	Number of cards		44,640		45,134		45,909		-494		-1.09
	Number of members		36,671		37,316		32,146		-645		-1.73

※	Financial Supervisory Service’s business report standard

(3)	The number of affiliated merchants

(Unit : thousand, %)

Category

2023

2022

2021

YoY

Change

% of Change

Affiliated merchants

3,427

3,455

3,333

-28

-0.81

※ Financial Supervisory Service’s business report standard

9. Derivatives Transaction(Finance)

A. The breakdown of derivatives currently held by BC Card for trading purposes or hedging purposes is as follows :

(1) Drag-along Right

BC card gave drag-along rights to financial investors participating in capital raise of K Bank. In case K Bank fails in IPO at an agreed conditions, financial investors can exercise drag-along rights.

(2)	Interest rate Swap

This contract is aimed at avoiding cash flow fluctuation risks caused by changes in interest rates for BC Card’s held floating-rate KRW denominated bonds, and the major details are as follows

(Unit: KRW million)

Item

Counter Party

Contract
Signing
date

Contract
expiration date

Contract
amount

Interest rate

Contract
interest rate

Swap rate

Interest rate swap

Shinhan Bank

2022-03-25

2025-03-25

60,000

CMS

(5Y

)

2.70

2022-03-25

2032-03-25

40,000

CMS

(10Y

)

2.64

B. Derivative assets and liabilities as of the reference date are as follows :

(1) 4Q23

(Unit: KRW million)


Item	Trading purpose				Risk management purpose
Item	Asset		Liability		Asset		Liability
Drag-along Right		—		133,293		—		—
Interest rate Swap		—		—		1,214		—
Total		—		133,293		1,214		—

(2) 4Q22

(Unit: KRW million)


Item	Trading purpose				Risk management purpose
Item	Asset		Liability		Asset		Liability
Drag-along Right		—		134,881		—		—
Interest rate Swap		—		—		3,123		—
Total		—		134,881		3,123		—

(2)

4Q21

(Unit: KRW million)

Item

Trading purpose

Risk management purpose

Asset

Liability

Asset

Liability

Drag-along Right

—

158,284

—

C. The details of profits and losses related to derivatives during the disclosure period

(Unit: KRW million)


	2023							2022							2021
Item	Gain/Loss On Valuation		Gain/Loss On Trading		Other comprehensive income			Gain/Loss On Valuation			Gain/Loss On Trading		Other comprehensive income		Gain/Loss On Valuation		Gain/Loss On Trading		Other comprehensive income
Drag-along Right		1,588		—		—			23,403			—		—		47,039				—
Interest rate Swap		48		—		(1,957	)		(418	)		—		3,541		—		—		—
forward exchange rate		—		—		—			—			—		—		—		—		—
Total		1,636		—		(1,957	)		22,985			—		3,541		47,039		—		—

10. Business Facilities (Finance)

A. Equipment and other assets (Reference date : 31 Dec. 2023)

(Unit: KRW million)


Item	Property		Building		Total
Main office		362,529		186,076		548,605
Branch office		465		2,989		3,454
Sum		362,994		189,065		552,059

※	Main office includes real estate for investment (based on acquisition cost)

11. (Finance) Financial Stability

[Major Management Index]


	Items	2023		2022		2021		Formula
Capital Adequacy	Adjusted Equity Ratio		25.28		27.34		35.80	Adjusted Equity/ Adjusted Total Assets x 100
Capital Adequacy	Tangible Common Equity Ratio		23.25		25.78		35.44	Equity/Total Assets x 100
Asset Quality	Loss Risk Weighted Non-performing Loans Ratio		0.84		0.29		0.08	Weighted Non-performing Loans/ Total Loans x 100
Asset Quality	Substandard Loans Ratio		2.16		0.41		0.11	Substandard Loans/ Total Loans x 100
	Loan Loss Provision Ratio		123.72		139.41		171.83	Loan Loss Provision Balance/ Required Provision Amount x 100
Profitability	Return on Asset		0.47		1.74		2.47	Net profit / Total Assets x 100
	Return on Equity		1.87		6.10		7.46	Net profit/ Equity x 100
	Expenses to Total Assets		4.14		4.72		5.44	Total expenses/ Total Assets x 100
Liquidity	Liquidity Ratio		111.19		123.01		114.90	Current Asset/ Current Liability x 100 (Due in 90 days)
Liquidity	Operating Assets Ratio		37.34		34.63		36.31	Operating Asset/ Equity

A. Characteristics of the Industry

Credit card businesses engage in the business of issuing and managing credit cards, processing payments related to credit card usage, recruiting and overseeing credit card merchants. In addition, credit card companies also provide credit loans such as short-term and long-term card loans to their members.

The credit card industry is a typical domestic consumption-based industry and is sensitive to changes in overall domestic economic conditions, including fluctuations in business cycles.

Market entry requires approval from the Financial Services Commission, and considering the need for effective credit risk management for stable business operations, the barriers to entry are high.

Furthermore, seasonal consumption patterns such as travel and leisure industries during vacation seasons, department stores and discount stores during major holiday, as well as individuals’ disposable income, also have significant impacts on the credit card industry.

D. Market Conditions

(1) Number of Credit Card and Member Merchant Store


Category	Population (in 10K)		Population Available for Economic Activity^*1 (in 10K)		Credit Card (in 10K)		Number of Credit Card Per Capital		Number of Member Stores^*2 (in 10K)
2021		5,174		2,831		11,769		4.2		299
2022		5,163		2,801		12,417		4.4		310
2023.2Q		5,156		2,949		12,749		4.3		—

※	Source : Credit Finance Association, Korea

^*1	Age 15 or order and must be eligible for employment activity

^*2	At least one sales transaction incurred annually from a member store

(2) Credit Card Usage in Korea (Unit : KRW billion)


	Credit Card Usage								Credit Card Usage over Private Consumption Expenditure*
Category	Total		Lump- Sum Payment		Installment Payment		Card Loan (Short- term)		Credit Card Usage over Private Consumption Expenditure*
2021		834,172.9		634,315.1		144,719.5		55,138.3		77.8	%
2022		941,364.7		728,183.2		155,770.9		57,410.6		81.0	%
2023.2Q		489,769.5		382,897.4		78,524.5		28,347.6		82.3	%

※	Source : Credit Finance Association, Korea

E. Competitiveness

In credit card business, solicitation of member merchant stores, development of products and services, customer segment focused marketing services and risk management capabilities for stable asset portfolio are key management factors. With the technological advancement, boundary of financial services has become more abstract, and digital payment market has grown bigger in which competition among financial service providers are increasing. BC Card continues its efforts to provide various digital financial services in response to evolving market.

BC Card has lower credit card industry specific risk like deterioration risk of asset soundness while BC card focuses on core business, credit card processing business, and most of its receivables are from high credit institutions like banks and credit card companies. Based on strong foothold in credit card transaction processing market, BC card has built stable revenue stream from middle and small card issuers, which are not available of economy of scale. Moreover,

F. Tools to remain competitive in the competition

BC Card focuses on credit card processing as its main business and secures a stable revenue base targeting card issuers based on its position in the credit card processing market. In addition, BC Card strives to provide customers with easy and convenient financial services through simple payment and various financial services based on the mobile platform ‘Paybook’

III. Financial Information

1. Summary of Financial Statements (Consolidated) (Unit : millions of Korean won)


	2023		2022		2021
Current Assets		14,518,157		12,681,532		11,858,350
• Cash and Cash Equivalents		2,879,554		2,449,062		3,019,592
• Trade and Other Receivables		7,170,289		6,098,072		5,087,490
• Inventories		912,262		709,191		514,145
• Other Current Assets		3,556,052		3,425,207		3,237,123
Non-current Assets		28,191,825		28,299,149		25,300,991
• Trade and Other Receivables		1,404,168		1,491,046		1,091,326
• Property, plant and equipment		14,872,079		14,772,179		14,464,886
• Investment Property		2,198,135		1,933,358		1,720,654
• Intangible Assets		2,533,861		3,129,833		3,447,333
• Investments in Joint Ventures and Associates		1,556,889		1,480,722		1,288,429
• Other Non-Current Assets		5,626,693		5,492,011		3,288,363

Total Assets		42,709,982		40,980,681		37,159,341

Current Liabilities		13,147,409		10,699,268		10,072,432
Non-Current Liabilities		11,001,436		11,866,690		10,519,748

Total Liabilities		24,148,845		22,565,958		20,592,180

Capital Stock		1,564,499		1,564,499		1,564,499
Share Premium		1,440,258		1,440,258		1,440,258
Retained Earnings		14,494,430		14,257,343		13,287,390
Accumulated Other Comprehensive Expense		52,407		(77,776		117,469
Other Components of Equity		(802,418		(572,152		(1,433,080
Non-Controlling Interests		1,811,961		1,802,551		1,590,625

Total Equity		18,561,137		18,414,723		16,567,161


	2023			2022		2021
Operating Revenue		26,376,273			25,650,011		24,898,005
Operating Profit		1,649,774			1,690,088		1,671,824
Profit for the Period		988,718			1,387,663		1,459,395
Owners of the Controlling Company		1,009,861			1,262,498		1,356,878
Non-controlling interest		(21,143	)		125,165		102,517
Earnings per share attributable to the equity holders of the Controlling Company during the year (in Korean won):
Basic earnings per share		4,043			5,209		5,759
Diluted earnings per share		4,038			5,205		5,747
Number of Consolidated Companies		84			85		79

※ 2023, 2022 and 2021 were written in accordance with K-IFRS 1116

2. Summary of Financial Statements (Separate) (Unit : millions of Korean won)


	2023			2022			2021
Current Assets		7,088,565			6,603,488			7,167,047
• Cash and Cash Equivalents		1,242,005			966,307			1,708,714
• Trade and Other Receivables		3,190,269			3,055,649			3,092,397
• Other Financial Assets		279,451			232,837			104,062
• Inventories		368,117			349,870			289,345
• Other Current Assets		2,008,723			1,998,825			1,972,529
Non-Current Assets		23,220,354			23,814,286			22,195,322
• Trade and Other Receivables		370,717			526,988			750,820
• Other Financial Assets		2,134,324			1,993,893			591,201
• Property and equipment		11,492,776			11,540,162			12,021,117
• Right-of-use assets		976,625			983,049			1,078,129
• Investment Property		1,191,592			1,137,489			997,344
• Intangible Assets		1,487,848			1,855,679			2,236,564
• Investments in Subsidiaries, Associates and Joint Ventures		4,796,606			4,879,219			3,816,915
• Non-Current Assets held for Long-term Investment		60,590			180,689
• Other Non-Current Assets		709,276			717,118			703,232

Total Assets		30,308,919			30,417,774			29,362,369

Current Liabilities		6,957,491			6,321,450			6,968,720
Non-Current Liabilities		8,307,889			9,238,244			8,528,755

Total Liabilities		15,265,380			15,559,694			15,497,475

Capital Stock		1,564,499			1,564,499			1,564,499
Share Premium		1,440,258			1,440,258			1,440,258
Retained Earnings		12,544,425			12,347,403			11,931,481
Accumulated Other Comprehensive Income		64,229			(72,672	)		125,610
Other Components of Shareholders’ Equity		(569,872	)		(421,408	)		(1,196,954	)

Total Equity		15,043,539			14,858,080			13,864,894


	2023		2022		2021
Operating Revenue		18,371,437		18,289,243		18,387,434
Operating Profit		1,185,392		1,168,103		1,068,273
Profit for the Period		933,337		763,750		990,491
Earnings per share (in Korean won):
Basic earnings per share		3,741		3,153		4,211
Diluted earnings per share		3,739		3,152		4,203

※ 2023, 2022 and 2021 were written in accordance with K-IFRS 1116

3. Dividends and Related Matters

Dividend Policy from FY2023 to FY2025

•

Dividend Resource: 50% of adjusted separate net income

•

Method: Cash dividend, share buyback & cancellation

•

Cash Dividend: To maintain cash dividend level at minimum the amount for FY2022(KRW 1,960 per share)

•

Quarterly Dividend: To be introduced from 2024 first quarter (quarterly dividend to be introduced after amendments made to the articles of incorporation through resolution of the shareholders’ meeting)


Category		FY2023		FY2022		FY2021
Par Value per Share (Won)			5,000		5,000		5,000
Net Profit of the Current Term (in Millions of Won)			988,718		1,387,663		1,459,395
Net Profit per Share (Won)			4,043		5,209		5,759
Year-end Cash Dividend (in Millions of Won)			482,970		501,844		450,394
Year-end Share Dividend (in Millions of Won)			—		—		—
Cash Dividend Pay Out (%)			47.8		39.8		33.2
Cash Dividend Yield (%)	Common Shares		5.5		5.5		5.9
	Preferred Shares		—		—		—
Cash Dividend per Share (Won)	Common Shares		1,960		1,960		1,910
	Preferred Shares		—		—		—

•

Net Profit, Net profit per share, Cash dividend Pay Out are based on consolidated result.

•

Cash dividend Pay Out(%) is calculated on a basis of Net Profit contribution to KT.

•

Cash dividend yield(%) is the percentage of dividends per share against the arithmetic average price of the final price formed in the exchange market for the past week from the date of the two trading days before the closing date of the shareholders ‘list to convene the general shareholders’ meeting.

IV. Auditors’ Opinion

1. Auditors’ opinion on the consolidated/separate financial statements


Fiscal Year	Auditor	Audit Comments	Issues noted	Key Audit Matters

2023	Anjin Deloitte	Unqualified	Not applicable.	1. Accruals and accuracy of wireless telecommunications services revenue and wireless device revenue

2022	Samil PwC	Unqualified	Not applicable.	1. Cash-Generating Unit Impairment Assessment in Parent 2. Business Impairment Assessment—HyundaiHCN(Consoliated)

2021	Samil PwC	Unqualified	Not applicable.	1. Cash-Generating Unit Impairment Assessment in Parent 2. Business Combination Accounting-HyundaiHCN(Consoliated) 3. Business Combination Accounting-Epsilon Global Communications (Consoliated)

2. Audit services contract (Unit : millions of Korean won, hours)

Auditor

Contents

Contractual

Actual

Fiscal Year

Compensation

Total
Time

Compensation

Total
Time

2023

Anjin

Deloitte

Review interim financial statements

4,390

38,170

4,390

41,690

Audit of Separate financial statements

Audit of the consolidated financial statements

20-F Filing

2022

Samil
PwC

Review interim financial statements

3,560

33,000

3,560

33,548

Audit of Separate financial statements

Audit of the consolidated financial statements

20-F Filing

2021

Samil
PwC

Review interim financial statements

3,200

33,000

3,200

33,028

Audit of Separate financial statements

Audit of the consolidated financial statements

20-F Filing

※ Financial Statement Review and Audit Period, Internal Accounting Management System Audit (Review) Period


Category	2023	2022	2021
1st quarter review	From March 20, 2023 to May 15, 2023	From April 1, 2022 to May 16, 2021	From April 1, 2021 to May 15, 2020

2nd quarter review	From July 17, 2023 to August 14, 2023	From July 18, 2022 to August 16, 2022	From July 12, 2021 to August 17, 2021

3rd quarter review	From October 16, 2023 to November 15, 2023	From October 17, 2022 to November 14, 2022	From October 11, 2021 to November 15, 2021

Audit of systems and automatic internal controls	From April 24, 2023 to June 30, 2023 From August 28, 2023 to October 30, 2023 From November 13, 2023 to December 29, 2023	From May 17, 2022 to June 30, 2022 From August 17, 2022 to September 30, 2022 From November 15, 2022 to December 30, 2022	From May 16, 2021 to June 30, 2021 From August 15, 2021 to September 30, 2021 From November 16, 2021 to December 31, 2021

Early proof audit	From May 1, 2023 to December 29, 2023	From May 10, 2022 to December 30, 2022	From May 9, 2021 to December 30, 2021

Internal Accounting Management System Audit (Review)	From May 1, 2023 to March 18, 2024	From May 10, 2022 to March 8, 2023	From May 9, 2021 to March 10, 2022

Update Early Proof Audit Procedure and Financial Statement Audit	From January 2, 2024 to March 18, 2024	From January 2, 2023 to March 8, 2023	From January 3, 2022 to March 10, 2022

3. Non-Audit services contract (Unit : millions of Korean won)

Fiscal Year

Contract date

Contents

Service period

Compensation

2023

Oct. 2023

Jun. 2023

Issuing ISAE 3402 Certification Reports

Evaluate an Electronic Signature Certificate Authority

Oct. 2023 ~ Feb. 2024

Jun. 2023 ~ Mar. 2024

200

190

2022

Aug. 2022

Comfort letter

Aug. 2022

180

2021

Jul. 2021

Comfort letter

Jul. 2021

100

4. The results of the Internal Audit Organization’s discussion with the auditor


Date	Attendee	Method	Main Discussion Content
February 7, 2023	- KT Audit committee, - Audit committee, executive secretary, Compliance officer, etc. - Auditor : 4 people (Director of Business Conductor, etc.)	A face-to- face meeting	- Audit Plan Report of FY 2023

February 16, 2023	- KT Audit committee, - Audit committee, executive secretary, Compliance officer, etc. - Auditor : 3 people (Director of Business Conductor, etc.)	A face-to-face meeting	- Report on the results of external auditors’ end-of-term audit of 2022

February 16, 2023	- KT Audit committee, - Auditor : 3 people (Director of Business Conductor, etc.)	A face-to-face meeting	- Key matters related to external audit

April 11, 2023	- KT Audit committee, - Audit committee, executive secretary, Compliance officer, etc. - Auditor : 3 people (Director of Business Conductor, etc.)	A face-to-face meeting	- Domestic/US audit results for 2022

May 9, 2023	- KT Audit committee, - Audit committee, executive secretary, Compliance officer, etc. - Auditor : 3 people (Director of Business Conductor, etc.)	A face-to-face meeting	- Results of the first quarter of 2023 review

May 9, 2023	- KT Audit committee, - Auditor : 3 people (Director of Business Conductor, etc.)	A face-to-face meeting	- Key matters related to external audit

August 7, 2023	- KT Audit committee, - Audit committee, executive secretary, Compliance officer, etc. - Auditor : 3 people (Director of Business Conductor, etc.)	A face-to-face meeting	- Results of the second quarter of 2023 review

August 7, 2023	- KT Audit committee, - Auditor : 3 people (Director of Business Conductor, etc.)	A face-to-face meeting	- Key matters related to external audit

November 7, 2023	- KT Audit committee, - Auditor : 3 people (Director of Business Conductor, etc.)	A face-to-face meeting	- Results of the third quarter of 2023 review

December 12, 2023	- KT Audit committee, - Auditor : 2 people (Director of Business Conductor, etc.)	A face-to-face meeting	- Report on key audit matters for 2023

4. Change of Auditor for Consolidated and Separate Financial Statements

The Company changed its auditor for the fiscal year 2023 from Samil PwC to Anjin Deloitte. This was due to the periodic designation of an auditor pursuant to Regulations on External Audit and Accounting.


Fiscal Year	2023	2022	2021
Auditor	Anjin Deloitte	Samil PwC	Samil PwC

V. Management and Affiliated Companies

1. Overview of the Board of Directors and Committees

A. Matters on the Board of Directors

(1) Organization

As of December 31, 2023, the Board of Directors of KT consists of 10 Directors (2 Inside Directors and 8 Outside Directors). Under the Board of Directors, KT has 6 different Committees as follows; Corporate Governance Committee, Audit Committee, Evaluation & Compensation Committee, Related-Party Transaction Committee, Corporate Sustainability Management Committee and Director Candidate Recommendation Committee. The Board of Directors may establish additional committees if necessary. The Chairperson of the Board of Directors is elected separately with CEO and the Board of Directors appoints one of the outside directors as a Chairperson annually. Currently, The Board Chairperson is Director Jong-Soo Yoon who has enough capabilities and experience to coordinate members of the Board.

•

The Number of Outside Directors and its change (As of December 31, 2023)

The Number of Directors

The Number of
Outside Directors

Change of Outside Directors

Appointment

Dismissal

Interim resignation

—

(2) Major Activities of the Board of Directors

Order

Date

Subject

Result of Discussion

Outside Director

Inside Director

Hyun-
Myung
Pyo

Chung
-Gu
Kang

Eun-Jung
Yeo

Yong-
Hun
Kim

Dae-You
Kim

Hee-Yol
Yu

Hong
Benjamin

Hyeon
-Mo
Ku

Kyung-
Lim
Yun

100%

20.0%

83.3%

1st

2023.1.19

Report on the decisions made by the Management Committee in the 2H of 2022

Original Proposal accepted

for

Proposed changes to the composition of the committees within the Board of Directors

The adoption of the proposed changes to the composition of the Committee on Corporate Governance, the Committee for Recommending Outside Director Candidates, and the Committee on Internal Transactions.

for

Proposed ESG management plan for the year 2023

Original Proposal approved

for

2nd

2023.2.9

Proposed approval of the 41st fiscal year financial statements (separate and consolidated)

Original Proposal approved

for

Proposed approval of the 41st fiscal year operating report

Original Proposal approved

for

Proposed acquisition and partial cancellation of treasury stock

Original Proposal approved

for

Proposed decision to reconsider the appointment of a CEO

Original Proposal approved

for

Implementation of the reconsideration of the appointment of a CEO

Original Proposal approved

for

Point 1)

3rd

2023.2.16

Proposal to allocate funds for social contribution in 2023

Original Proposal approved

for

4th

2023.2.28

Report on the criteria for CEO candidate evaluation

Original Proposal accepted

for

Absent

Point 2)

Criteria for evaluating candidates for the position of CEO

Original Proposal accepted

for

Absent

Point 2)

※	On January 12, 2023, Outside director Gang-Cheol Lee resigned.

Order

Date

Subject

Result of Discussion

Outside Director

Inside Director

Hyun-
Myung
Pyo

Chung-

Kang

Eun-

Jung

Yeo

Yong-

Hun
Kim

Dae-

You

Kim

Hee-

Yol

Hyeon-

Kyung-

Lim

Yun

(Attendance:
100%)

(Attendance:
20.0%)

(Attendance:
83.3%)

5th

2023.3.7

Proposed change in the composition of committees within the board of directors

The Governing Structure Committee, Sustainable Management Committee, and Outside Director Recommendation Committee have approved the proposed changes in their composition

for

Absent

6th

2023.3.7

Confirmation of CEO candidate

for

Absent

Point 2)

7th

2023.3.8

Agreement on the recommendation of an Inside Director candidate

Agreement of Inside Director candidate recommendation

for

Point 1)

Executive Director Employment Agreement

Original Proposal approved

for

Point 1)

Report on Compliance with Regulatory Compliance Standards

Original Proposal accepted

for

Recommendation for Audit Committee Member Candidates

Recommendation of Audit Committee member candidate

for

Proposed Amendments to the Bylaws

Original Proposal approved

for

Report on the Inspection Results of the Management and Protection Status of Personal Credit Information in MyData Services

Original Proposal accepted

for

Report on Matters relating to Executive Compensation

Original Proposal accepted

for

Standards and Payment Methods of Compensation for CEO and Inside Directors

Original Proposal approved

for

Point 1)

Board Compensation Limit

Original Proposal approved

for

Classification, Quantity, and Compensation Limit for Management Executives

Original Proposal approved

for

Amendment of Regulations on Executive Retirement Benefits

Original Proposal approved

for

Approval of the Fiscal Statements (Separate and Consolidated) for the 41st Term

Original Proposal approved

for

Approval of the Business Report for the 41st Term

Original Proposal approved

for

Notice of Regular Shareholders’ Meeting for the 41st Term

Original Proposal approved

for

Report on the Operation Status of Internal Accounting Management System for the 2022 Fiscal Year

Original Proposal accepted

for

Report on the Results of the Evaluation of the Operation Status of the Internal Accounting Management System for the 2022 Fiscal Year by the Audit Committee

Original Proposal accepted

for

Point 1) Limitation of voting rights for Inside Directors

Point 2) According to Article 9, Clause 3 of the Board of Directors Regulations, there is a restriction on the voting rights if an insider director is a candidate for the CEO position

※	On March 6, 2023, Outside director Benjamin Hong resigned.

※	On March 27, 2023, Inside director Kyung-Lim Yun resigned.

※	On March 28, 2023, CEO Hyeon-Mo Ku, Outside director Hee-Yol Yu, Dae-You Kim resigned.

※	On March 31, 2023, Outside director Hyun-Myung Pyo, Chung-Gu Kang, Eun-Jung Yeo term expired.

※

Until new representative directors and outside directors are appointed during the 2023 Extraordinary Shareholder’s meeting, retired directors, Hyeon-Mo Ku, Hyun-Myung Pyo, Chung-Gu Kang, Eun-Jung Yeo, will continue to maintain their rights and responsibilities as representative directors and outside directors. This is in accordance with Article 389, Paragraph 3 and Article 386, Paragraph 1 of the Commercial Act of South Korea

Order

Date

Subject

Result of Discussion

Outside Director

Inside
Director

Hyun-
Myung Pyo

Chung- Gu

Kang

Eun- Jung

Yeo

Yong-Hun
Kim

Hyeon-Mo
Ku

(Attendance:
100%)

(Attendance:
20.0%)

8th

2023.3.31

Appointment of Board of Directors Chairperson and Formation of Committees

Appointment of Chairperson and Committee Formation Resolution

for

Absent

9th

2023.3.31

Amendment to the Operating Rules of the Corporate Governance Committee

Original proposal approved

for

Absent

10th

2023.4.11

Information about the composition of committees within the board of directors

deferment of decision

against

Absent

11th

2023.4.13

Approval of Consolidated Financial Statements for the 2022 fiscal year for US public disclosure

Original proposal approved

for

Absent

Composition of New Governance Task Force Establishment Proposal

The New Governance Task Force has been formed

for

Absent

12th

2023.5.4

Amendment Proposal for the Appointment of Outside Directors Regulations

Original proposal approved

for

Absent

Composition of Outside Director Candidate Recommendation Committee and Evaluation Criteria for Outside Director Candidates Proposal

The Outside Director Recommendation Committee has been established, and the criteria for screening potential Outside Director candidates have been determined

for

Absent

13th

2023.5.11

Contract Signing between Shareholders regarding KT Cloud Co., Ltd

Original proposal approved

for

Absent

Financial Statements Reporting for the First Quarter of the 2023 Fiscal Year (Separate and Consolidated)

Original proposal accepted

for

Absent

Promotion of Fund Transactions with KBank Corporation Co., Ltd

Original proposal approved

for

Absent

Proposal for Setting the Record Date for the First Extraordinary Shareholders Meeting of 2023

Original proposal approved

for

Absent

Implementation of Long-Term Performance Bonus/Stock Compensation and Disposal of Treasury Stock for the Year 2022

Original proposal approved

for

Absent

Processing of Pending Long-Term Performance Bonus Payments and Acquisition of Treasury Stock

Amended proposal approved

for

Absent

14th

2023.6.8

Contribution to a Cooperative Fund for the Operation of Collaboration Programs with Partners

Original proposal approved

for

Absent

Recommendation of Candidates for Audit Committee Members

Candidates Audit Committee confirmed

for

Absent

Recommendation of Outside Director Candidates for Audit Committee Members

Candidates Outside Director for Audit Committee confirmed

for

Absent

Partial Amendment to the Articles of Incorporation

Original proposal approved

for

Absent

Notice of the 1st Extraordinary Shareholders’ Meeting in 2023

Original proposal approved

for

Absent

15th

2023.6.15

Compensation limit and criteria for stock-based compensation for long-term performance in 2023

Original proposal approved

for

Absent

Long-term and performance-based compensation payment

Original proposal approved

for

Absent

Planned issuance of KT’s 199th corporate bonds

Original proposal approved

for

Absent

KT’s Safety and Health Plan for 2023

Original proposal approved

for

Absent

Report on the performance of investments in other companies, including those of less than 50 billion KRW, for the year 2022

Original proposal accepted

for

Absent

※	1st Extraordinary Shareholders’ Meeting on June 30, 2023

-	Appointment of Yang-Hee Choi, Woo-Young Kwak, Yeong-Kyun Ahn, Jong-Soo Yoon, Seung-Hoon Lee, Seong-Cheol Kim, and Seung-Ah Cho as Outside Directors

Order

Date

Subject

Result of
Discussion

Outside Director

Inside
Director

Yong-

Hun

Kim

Yang-

Hee

Choi

Woo-

Young
Kwak

Yeong-
Kyun

Ahn

Jong-

Soo

Yoon

Seung-

Hoon

Lee

Seong-
Cheol

Kim

Seung-

Cho

Hyeon-

(Attendance:
100%)

(Attendance:
20%)

16th

2023.7.3

Composition of Committees within the Board of Directors

deferment of decision

against

Absent

Setting the record date for the 2nd extraordinary shareholders’ meeting in 2023

Amended proposal approved

for

Absent

Amendments to the Board of Directors and related regulations

Amended proposal approved

for

Absent

17th

2023.7.13

Appointment of Chairperson of the Board

Chairperson Appointment Resolution

for

Absent

Criteria for Evaluation of Candidates for CEO

Original proposal approved

for

Absent

Formation of Committees within the Board of Directors

Committee Composition Resolution

for

Absent

18th

2023.8.4

Confirmation of the CEO Candidate

Approval of Chief Executive Officer (CEO) Candidate

for

Absent

19th

2023.8.7

Amendment to Executive Retirement Benefit Payment Regulations

Original proposal approved

for

Absent

Draft of CEO Employment Contract

Amended proposal approved

for

Absent

Approval of Recommendation for Inside Director Candidate

Approval of Inside Director Candidate Recommendation

for

Absent

Notice of the Second Extraordinary Shareholders’ Meeting in 2023

Original proposal approved

for

Absent

20th

2023.8.8

Reporting of First Half Financial Statements (Separate and Consolidated) for the 2023 Fiscal Year

Original proposal accepted

for

Absent

Partial elimination of treasury stock

Original proposal approved

for

Absent

※	2nd Extraordinary Shareholders’ Meeting on August 30, 2023

-	Appointment of Young-Shub Kim as CEO and Chang-Seok Seo as Inside Director.

Order

Date

Subject

Result of
Discussion

Outside Director

Inside Director

Yong-

Hun

Kim

Yang-

Hee

Choi

Woo-

Young
Kwak

Yeong-

Kyun

Ahn

Jong-

Soo

Yoon

Seung-

Hoon

Lee

Seong-
Cheol

Kim

Seung-

Cho

Young-

Shub

Kim

Chang-

Seok

Seo

(Attendance:
100%)

21th

2023.8.30

Appointment of New Member to the Sustainable Management Committee

Original proposal approved

for

22th

2023.10.11

Mid-term Shareholder Return Policy

deferment of decision

against

Investment Proposal for KT Youth Startup Investment Association

Original proposal approved

for

23th

2023.10.17

2023 Long-Term Performance Bonus Compensation Cap and Stock Compensation Criteria

Original proposal approved

for

Point 3)

Amendment of Board of Directors Regulations

Amended proposal approved

for

Mid-term shareholder return policy

Amended proposal approved

for

Amendment of Compliance Control Standards

Amended proposal approved

for

24th

2023.11.8

Submission of Q3 2023 Financial Statements (Separate and Consolidated)

Original proposal accepted

for

Establishment of Regulations on Executive Error-based Performance Bonus Clawback

Original proposal approved

for

25th

2023.12.14

2023 Internal Employee Welfare Fund Contribution

Original proposal approved

for

2024 Business Plan

Original proposal approved

for

2024 Organizational Improvement Report

Original proposal accepted

for

Appointment of Compliance Support Personnel

Original proposal approved

for

Point 3) Limitation of voting rights for Inside Directors(Including CEO)

: Article 9, Paragraph 4 of the Board of Directors Regulations relates to “Deliberation and Resolutions”, while Article 11, Paragraph 1 of the CEO’s Management Contract pertains to “Long-term performance incentives, etc.”

(3) The Status of Committees under the Board of Directors

(a) Composition of the Committees under the Board of Directors (as of December 31, 2023)


Committee	Composition	Name	Purpose of Establishment and Authority
Corporate Governance Committee	4 Outside Directors	Yang-Hee Choi(Chairperson), Woo-Young Kwak, Jong-Soo Yoon, Seong-Cheol Kim	Overview of Governance Structure
			※ Article 41-2: Board of Governance Committee

Director Candidate Recommendation Committee	All Outside Directors	Seung-Hoon Lee(Chairperson), Yong-Hun Kim, Yang-Hee Choi, Woo-Young Kwak, Jong-Soo Yoon, Yeong-Kyun Ahn, Seong-Cheol Kim, Seung-Ah Cho	Composition and Development of Candidates for CEO, Selection of CEO Candidates
			Composition and Evaluation of Outside Director Candidates, Recommendation of Outside Director Candidates at Shareholders’ Meeting
Audit Committee	4 Outside Directors	Yeong-Kyun Ahn(Chairperson), Yong-Hun Kim, Seung-Hoon Lee, Seung-Ah Cho	Matters related to accounting and business audits
			※ refer to “VI-2. Matters pertaining to the audit system” for related information
			※ Article 542-11 of the Commercial Act (Audit Committee), Paragraph 1, and Article 43 of the Articles of Incorporation (Audit Committee)


Evaluation & Compensation Committee	4 Outside Directors	Seong-Cheol Kim(Chairperson), Yang-Hee Choi, Seung-Hoon Lee, Seung-Ah Cho	Matters related to the CEO’s management contract and evaluation

Related-Party Transaction Committee	4 Outside Directors	Woo-Young Kwak(Chairperson), Yong-Hun Kim, Jong-Soo Yoon, Yeong-Kyun Ahn	The matters related to the approval of directors utilizing business opportunities of the company, as per the Commercial Law
			The matters related to the approval of transactions between directors and the company
			Transactions that require approval from the board of directors between the company and its major shareholders and related parties
			Internal transactions under the Law on Monopoly Regulation and Fair Trade

Corporate Sustainability Management Committee	4 Outside Directors & 1 Inside Director	Yang-Hee Choi(Chairperson), Woo-Young Kwak, Jong-Soo Yoon, Seong-Cheol Kim, Chang-Seok Seo	Issues related to sustainable management

(b) Activities of the Committees under the Board of Directors

•

Representative Director Candidate Examination Committee

Order

Date

Subject

Result of
Discussion

Outside Director

Inside
Director

Chung-Gu
Kang

Dae-You
Kim

Hee-Yol
Yu

Hyun-
Myung
Pyo

Eun-Jung
Yeo

Yong-Hun
Kim

Kyung-
Lim
Yun

(Attendance:
100%)

(Attendance:
-%)

1st

2023.3.7

Selection of candidates for the position of CEO

Point 1)

for

Point 2)

Point 1) According to Article 5 of the Operating Regulations of the Representative Director Candidate Examination Committee, the Chairperson has no voting rights

Point 2) Limitation of voting rights for Inside Directors

※	On June 30, 2023, the Director Candidate Recommendation Committee will be newly established, integrating the CEO Candidate Assessment Committee and the Outside Director Candidate Recommendation Committee

•

Corporate Governance Committee

Order

Date

Subject

Result of
Discussion

Outside Director

Inside
Director

Hee

-Yol Yu

Hyun-
Myung Pyo

Chung-Gu
Kang

Hong
Benjamin

Kyung-
Lim Yun

(Attendance:
100%)

(Attendance:
75%)

(Attendance:
50%)

1st

2023.2.9

Matters concerning research on external candidate pool, composition, and formation of the Advisory Group for recommendation Outside Directors

Amended proposal approved

for

Point 1)

2nd

2023.2.14

The composition of the Appointment Advisory Group

composition of the Appointment Advisory Group

for

Point 1)

3rd

2023.2.16

report on partial amendments to the articles of incorporation

on hold

against

4th

2023.2.28

selection of candidates for CEO candidacy assessment

Selection of Candidates for CEO Evaluation

for

Absent

Point 1)

Point 1) Limitation of voting rights for Inside Directors

-	On March 6, 2023, Outside director Benjamin Hong resigned

※	Result of the 5th Board of Directors Meeting on March 7, 2023:

-	The Corporate Governance Committee is composed of Outside Directors Hee-Yol Yu (Chairperson), Dae-You Kim, Hyun-Myung Pyo, Chung-Gu Kang, and Inside Director Kyung-Lim Yun

Order

Date

Subject

Result of
Discussion

Outside Director

Inside
Director

Hee-Yol

Dae-You
Kim

Hyun-
Myung
Pyo

Chung-Gu
Kang

Kyung-
Lim Yun

(Attendance:

100%)

(Attendance:

100%)

(Attendance:

100%)

(Attendance:

100%)

(Attendance:

50%)

5th

2023.3.7

Partial Amendments to the Articles of Incorporation (Proposal) Report

Original proposal accepted

for

Absent

-	On March 27, 2023, Inside director Kyung-Lim Yun resigned.

-	On March 28, 2023, Outside director Hee-Yol Yu, Dae-You Kim resigned.

※	March 31, 2023, Results of the 8th Board of Directors Meeting:

-	The Corporate Governance Committee consisting of Outside Director Chung-Gu Kang(Chairmperson), Hyun-Myung Pyo, Eun-Jung Yeo, Yong-Hun Kim, and Inside Director Hyeon-Mo Ku was formed.

Order

Date

Subject

Result of
Discussion

Outside Director

Inside
Director

Chung-Gu
Kang

Hyun-
Myung Pyo

Eun-Jung
Yeo

Yong-Hun
Kim

Hyeon-Mo
Ku

(Attendance:
100%)

(Attendance:
-%)

6th

2023.3.31

Report on the Proposed Amendments to the Operating Rules of the Governance Committee

Original proposal accepted

for

Absent

7th

2023.5.4

Report on Proposed Amendments to Regulations regarding the Appointment of Outside Directors

Original proposal accepted

for

Absent

8th

2023.6.8

report on partial amendments to the articles of incorporation

Original proposal accepted

for

Absent

※	July 13, 2023, Outcome of the 17th Board of Directors Meeting

-	The Corporate Governance Committee has been constituted with the following members: Outside Director Choi Yang-hee (Chairperson), Kwak Woo-young, Yoon Jong-su, and Kim Sung-chul.

Order

Date

Subject

Result of
Discussion

Outside Director

Yang-Hee

Choi

Woo-

Young Kwak

Jong-Soo

Yoon

Seong-

Cheol Kim

(Attendance:
100%)

9th

2023.7.3

Report on Board of Directors and Related Rule Amendment Proposal

Amended proposal accepted

for

10th

2023.10.17

Amendment Proposal for Board of Directors’ Rule

Amended proposal accepted

for

•

Outside Director Candidate Recommendation Committee: Refer to section “(4) Independence of Directors” below.

•

Audit Committee: Refer to “(3) Activities of the Audit Committee” in section “2. Matters related to the Audit System” below.

•

Evaluation & Compensation Committee

Order

Date

Subject

Result of
Discussion

Outside Director

Dae-You Kim

Hee-Yol Yu

Hyun-

Myung Pyo

Hong

Benjamin

(Attendance:
100%)

(Attendance:
0%)

1st

2023.2.28

2022 CEO Management Goal Evaluation Results

Evaluation results confirmed

for

Absent

-	On March 6, 2023, outside director Hong Benjamin resigned

※	March 7, 2023, Results of the 5th Board of Directors Meeting:

-	The Evaluation & Compensation Committee consisting of External Directors Dae-You Kim(Chairperson), Hee-Yol Yu, and Hyun-Myung Pyo was formed.

Order

Date

Subject

Result of
Discussion

Outside Director

Dae-You Kim

Hee-Yol Yu

Hyun-Myung Pyo

(Attendance:

100%)

(Attendance:

100%)

(Attendance:

100%)

2nd

2023.3.7

Reporting on the criteria and payment methods for the remuneration of executive directors and non-executive directors

Original proposal accepted

for

Reporting on the Proposed Amendment to the Executive Retirement Payment Regulations

Original proposal accepted

for

-	On March 28, 2023, Outside director Hee-Yol Yu, Dae-You Kim resigned

※	March 31, 2023, Results of the 8th Board of Directors Meeting

-	The Evaluation & Compensation Committee consisting of External Directors Hyun-Myung Pyo(Chairperson), Yong-Hun Kim, and Chung-Gu Kang was formed.

Order

Date

Subject

Result of
Discussion

Outside Director

Hyun-Myung
Pyo

Yong-Hun Kim

Chung-Gu Kang

(Attendance:

100%)

(Attendance:

100%)

(Attendance:

100%)

3^rd

2023.5.9

Reporting on the Provision of Long-Term Performance Bonus/Equity Compensation and Share Disposal in 2022

Original proposal accepted

for

※ July 13, 2023, Results of the 17th Board of Directors Meeting

- The Evaluation & Compensation Committee consisting of Outside Directors Seong-Cheol Kim(Chairmperson), Yang-Hee Choi, Seung-Hoon Lee, and Seung-Ah Cho was formed.

Order

Date

Subject

Result of Discussion

Outside Director

Seong-Cheol
Kim

Yang-Hee
Choi

Seung-Hoon
Lee

Seung-Ah Cho

(Attendance:
100%)

4th

2023.8.7

Reporting on the Proposed Amendment to the Executive Retirement Payment Regulations

Original proposal accepted

for

5th

2023.9.6

2023 CEO Management Objectives

Original proposal approved

for

6th

2023.10.17

2023 Long-Term Incentives Compensation Limit and Stock Compensation Criteria

Original proposal accepted

for

•

Executive Committee


Order	Date	Subject	Result of Discussion	Inside Director
				Hyeon-Mo Ku	Kyung-Lim Yun
				(Attendance: 100%)	(Attendance: 100%)
1st	2023.02.10	2023 KT Handset Sales Receivable Disposal Plan	Original proposal approved	for	for

※	July 3, 2023, 16th Board of Directors Meeting Result: Dissolution of Executive Committee

•

Related-Party Transaction Committee

※	July 13, 2023, 17th Board of Directors Meeting Result:

-	Outside Director Woo-Young Kwak appointed as the Chairperson of the Related-Party Transaction Committee, with Yong-Hun Kim, Jong-Soo Yoon, and Yeong-Kyun Ahn as members.

Order

Date

Subject

Result of
Discussion

Outside Director

Woo-Young
Kwak

Yong-Hun
Kim

Jong-Soo
Yoon

Yeong-Kyun
Ahn

(Attendance:
100%)

1st

2023.10.17

Participation in KT Sports’ capital increase through paid-in capital in 2023

Original proposal approved

for

•

Corporate Sustainability Management Committee

Order

Date

Subject

Result of
Discussion

Outside Director

Inside
Director

Hyun-
Myung Pyo

Yong-Hun
Kim

Hong
Benjamin

Kyung-Lim
Yun

(Attendance:

100%)

1st

2023.01.19

2022 ESG Management Performance Report

Original
proposal
accepted

for

2023 ESG Management Promotion Plan (Draft) Report

Original
proposal
accepted

for

ø July 13, 2023, the 17th board meeting result:

- The Corporate Sustainability Management Committee was formed with Outside Directors Yang-Hee Choi (Chairperson), Woo-Young Kwak, Jong-Soo Yoon, Seong-Cheol Kim, and Inside Director Chang-Seok Seo

•

Director Candidate Recommendation Committee: Refer to the bottom section “(4). Independence of Directors.

(4) Independence of the Board of Directors

(a) Independence of appointing BOD members

In order to secure independence and transparency, outside director candidate should be recommended to the AGM by Director Candidate Recommendation Committee and the outside search and advisory group may be conducted if necessary. Inside director, excluding representative director, should be selected from the AGM from among the candidates recommended by the CEO, with the consent of the Board of Director Candidate Recommendation Committee and the approval of the Board of Directors, who are executive officers governed by the articles of incorporation.

Title

Name

Tenure*

Consecutive
term(number
of term)

Appointment
background

Recommendation

Acting area as a
director

Transactions
with the
company,
relationship with
major
shareholders

CEO

Young-

Shub Kim

August of

2023 ~

AGM day

of 2026.

Finance/
Management
expert

BOD

None

Inside Director

Chang-

Seok Seo

August of

2023 ~

ICT expert

Representative director

(w/the consent of BOD)

Corporate Sustainability Management Committee

None

AGM day

of 2026.

Outside Director

Yong-

Hun Kim

March of 2022~

Legal expert

Prevous)Outside Director Candidate Recommendation Committee(Point 1)

Audit Committee, Related-Party Transaction Committee, Director Candidate Recommendation Committee

None

AGM day

of 2025.

Outside Director

Yang-

Hee

Choi

June of

2023 ~

Futuristic
technology

expert

Director Candidate Recommendation Committee

Corporate Governance Committee Chairperson, Corporate Sustainability Management Committee Chairperson, Evaluation & Compensation Committee, Director Candidate Recommendation Committee

None

AGM day

of 2026.

Outside Director

Woo-

Young

Kwak

June of

2023 ~

ICT expert

Director Candidate Recommendation Committee

Related-Party Transaction Committee Chairperson, Corporate Governance Committee, Corporate Sustainability Management Committee, Director Candidate Recommendation Committee

None

AGM day

of 2025.

Outside Director

Jong-

Soo

Yoon

June of

2023 ~

ESG

expert

Director Candidate Recommendation Committee

BoD Chairperson, Corporate Governance Committee, Related-Party Transaction Committee, Corporate Sustainability Management Committee, Director Candidate Recommendation Committee

None

AGM day

of 2026.

Outside Director

Yeong-

Kyun

Ahn

June of

2023 ~

Accounting
expert

Director Candidate Recommendation Committee

Audit Committee Chairperson, Related-Party Transaction Committee, Director Candidate Recommendation Committee

None

AGM day

of 2026.

Outside Director

Seung-

Hoon

Lee

June of

2023 ~

Finance expert

Director Candidate Recommendation Committee

Director Candidate Recommendation Committee Chairperson, Audit Committee, Evaluation & Compensation Committee

None

AGM day

of 2025.

Outside Director

Seong-

Cheol

Kim

June of

2023 ~

Risk/Regulation
expert

Director Candidate Recommendation Committee

Evaluation & Compensation Committee Chairperson, Corporate Governance Committee, Corporate Sustainability Management Committee, Director Candidate Recommendation Committee

None

AGM day

of 2025.

Outside

Director

Seung-

Cho

June of

2023 ~

Management
expert

Director Candidate Recommendation Committee

Audit Committee, Evaluation & Compensation Committee, Director Candidate Recommendation Committee

None

AGM day

of 2

Management

expert 026.

*	Tenure(*) : Tenure as a director

(Point 1) Established the Director Candidate Recommendation Committee on June 30, 2023.

(by integrating the Representative Director Candidate Examination Committee and the Outside Director Candidate Recommendation Committee)

(b) Establishment of a separate committee for the selection of Outside Directors

ø	1st Board of Directors Meeting for 2023 (January 19, 2023): Chairperson and members of Outside Director Candidate Recommendation Committee appointed


Name	Outside Director	Note
Benjamin Hong (Chairperson)	O	The number of Outside Directors should be more than 50% (fulfilled requirements stipulated in Commercial Act 542(8) 4.)
Dae-You Kim	O
Hee-Yol Yu	O
Yong-Hun Kim	O
Kyung-Lim Yun	X

ø	Excluding the Outside Directors, Hyun-Myung Pyo, Chung-Gu Kang, Eun-Jung Yeo, whose terms expire at the regular shareholders’ meeting in 2023

ø	Inside Director, Kyung-Lim Yun would not be attending the Outside Director Candidate Recommendation Committee, which is responsible for reviewing and recommending candidates for Outside Directors in the mid-2023

ø	According to the results of the 1st extraordinary shareholders’ meeting (June 30. 2023), Director Candidate Recommendation Committee is established. (integrating the Representative Director Candidate Examination Committee and the Outside Director Candidate Recommendation Committee)

ø	According to the results of the 17th BoD meeting(July 13, 2023),

-	The Director Candidate Recommendation Committee has been formed

ø	The 2nd Director Candidate Recommendation Committee(July 13, 2023) :

Appointment of the Director Candidate Recommendation Committee Chairperson


Name	Outside Director	Note

Seung-Hoon Lee(Chairperson)	O	All Outside Directors (fulfilled requirements stipulated in Commercial Act 542(8) 4.)
Yong-Hun Kim	O
Yang-Hee Choi	O
Woo-Young Kwak	O
Jong-Soo Yoon	O
Yeong-Kyun Ahn	O
Seong-Cheol Kim	O
Seung-Ah Cho	O

•

Activities of Outside Director Candidate Recommendation Committee & the Board Director Candidate Recommendation Committee

Order

Date

Subject

Result of
Discussion

Outside Director

Inside
Director

Hong
Benjamin

Dae-You
Kim

Hee-Yol Yu

Yong-Hun
Kim

Kyung-Lim
Yun

(Attendance:
100%)

(Attendance:
33%)

1st

2023.2.9

Proposed Amendment to Change the Number of Outside Director Candidates to be Recommended at Regular Shareholders’ Meeting

Original proposal approved

for

2nd

2022.3.3

Confirmation of Outside Director Candidates

for

Absence

-	On March 6, 2023, Outside director Benjamin Hong resigned.

ø	According to the results of the 5th board meeting on March 7, 2023.

-	the Outside Director Candidate Recommendation Committee is composed of Yong-Hun Kim (Chairperson), Dae-You Kim, Hee-Yol Yu, and Kyung-Lim Yun as the Inside Director.

Order

Date

Subject

Result of Discussion

Outside Director

Inside
Director

Yong-Hun
Kim

Dae-You
Kim

Hee-Yol Yu

Kyung-Lim
Yun

(Attendance:
100%)

(Attendance:
33%)

3rd

2023.3.7

Changes in the Number of Outside Director Candidates to be Recommended at the Regular Shareholders’ Meeting

Change in the Number of Outside Director Candidates

for

Absence

Finalization of Outside Director Candidates and Confirmation of Their Terms

for

Absence

-	On March 27, 2023, Inside director Kyung-Lim Yun resigned.

-	On March 28, 2023, Outside director Hee-Yol Yu, Dae-You Kim resigned.

ø	According to the results of the 8th board meeting on March 31, 2023, the Outside Director Candidate Recommendation Committee is composed of Yong-Hun Kim(Chairperson), Hyun-Myung Pyo, Chung-Gu Kang, Eun-Jung Yeo, and Hyeon-Mo Ku.

Order

Date

Subject

Result of Discussion

Outside Director

Inside
Director

Yong-Hun
Kim

Hyun-
Myung Pyo

Chung-Gu
Kang

Eun-Jung
Yeo

Hyeon-Mo
Ku

(Attendance:
100%)

(Attendance:
0%)

4th

2023.5.4

Operating Plan for the Outside Director Candidates Recommendation Committee

for

Absence

5th

2023.5.16

composition of the Advisory Group

for

Absence

Report on Outside Director Candidates

Original proposal accepted

for

Absence

6th

2023.6.2

Outside Director Candidates and Term Confirmation

for

Absence

-	On March 31, 2023, Outside director Hyun-Myung Pyo, Chung-Gu Kang, Eun-Jung Yeo term expired.

ø	According to the results of the 1st extraordinary shareholders’ meeting (June 30. 2023), Director Candidate Recommendation Committee is established. (integrating the Representative Director Candidate Examination Committee and the Outside Director Candidate Recommendation Committee)

ø	According to the results of the 17th board meeting on July 13, 2023, the members of the Director Candidate Recommendation Committee will be composed.

Order

Date

Subject

Result of Discussion

Outside Director

Seung-
Hoon Lee

Yong-Hun
Kim

Yang-Hee
Choi

Woo-Young
Kwak

Jong-Soo
Yoon

Yeong-
Kyun Ahn

Seong-
Cheol Kim

Seung-Ah
Cho

Attendance:
100%

1st

2023.7.3

Appointment of Chairperson

for Director Candidate

Recommendation Committee

deferment of decision

against

Selection Plan for Chief

Executive Officer

Methods of candidate selection and determination of professional organizations

for

2nd

2023.7.13

Appointment of Chairperson

for Director Candidate

Recommendation Committee

Methods of candidate selection and determination of professional organizations

for

Report on Results of CEO

Candidate Application

Original proposal accepted

for

CEO Candidate

Evaluation Plan

Confirmation of Evaluation Results

for

Composition of

Advisory Group

Composition of Advisory Group

for

3rd

2023.7.17

1st Round Evaluation of

CEO Candidates

Confirmation of Evaluation Results

for

4th

2023.7.25

2nd Round Evaluation of

CEO Candidates

Confirmation of Evaluation Results

for

5th

2023.7.27

3rd Round Evaluation of

CEO Candidates

Confirmation of Evaluation Results

for

6th

2023.8.4

Selection of CEO Candidate

for

7th

2023.8.7

Agreement on Recommending

Inside Director Candidates

Agreement on Recommending Inside Director Candidates

for

(5) Expertise of Outside Directors

KT established a dedicated team(corporate governance team) for outside directors to support the board meeting and committee activities. The corporate governance team provides explanatory meetings in advance, if necessary, to make agendas fully considered and information on business issues.

(a) Supportive team for Outside Directors

(b) Education for outside directors


Date	Education provider	Attended outside director	Reasons for absence	Education contents

2023. 01. 19.	KT	All	—	Major Technology Trends—CES 2023 Review

2023. 03. 08.	KT	All	—	Major Technology Trends—MWC 2023 Review

2023. 06. 21.	KT	Yeong-Kyun Ahn, Seung-Hoon Lee	—	New CEO Management Presentation—KT Overview and Subsidiary Status, Domestic and International ICT Industry Trends and Trends

2023. 06. 23.	KT	Woo-Young Kwak, Seong-Cheol Kim, Jong-Soo Yoon, Seung-Ah Cho, Yang-Hee Choi	—	New CEO Management Presentation—KT Overview and Subsidiary Status, Domestic and International ICT Industry Trends and Trends

2023. 11. 23.	KT	All	—	Explanation and Demonstration of the Release of the AI LLM ‘Mi:DEM’

2023. 12. 14.	Deloitte Anjin LLC	All	—	Education on Internal Accounting Management System

2. Audit Committee

(1) Personal Information of Members of the Audit Committee (As of December 31, 2023)


Name	Outside Director	Experience	Accounting/ Finance Expert
Name	Outside Director	Experience	Expert	Expertise	Relevant career

Yeong Kyun Ahn (Chair)	Yes	- Board Member of International Federation of Accountants(present) - Vice President, Korean Institute of CPA - Member of International Accounting Education Standards Board	Yes	Certified Public Accountant	- Basic Qualifications: . Possession of Korean Certified Public Accountant (KICPA) qualification . Possession of American Certified Public Accountant (AICPA) qualification - Working Period: . More than 5 years of employment at Samil Accounting Firm (1987- 2014)

Yong- Hun Kim	Yes	- Attorney of Law Firm Daeryuk Aju(present) - External Director of Social Welfare Joint Fundraising Association (present) - Secretary General of the Constitutional Court	—	—	—

Seung Hoon Lee	Yes	- Global Department Representative Partner at KCGI(present) - ESG Department Representative at K Global Asset Management - Executive Vice President, M&A Department, SK Corporations and SK Telecom	—	—	—

Seung-Ah Theresa Cho	Yes	- Vice President of International Affairs at Seoul National University, Korea - Professor at Business School of Seoul National University, Korea - Vice President of Korean Strategic Management Society	—	—	—

(2) The independence of audit committee members

The company has a separate audit committee within the board of directors, and the audit committee members are appointed by a resolution of the shareholders’ meeting. The audit committee consists of four outside directors, and one of them is a financial expert (outside director, Yeong Kyun Ahn).

The audit committee performs its duties independently of the company and audits the company’s accounting and operations. They have the authority to request reports on business matters and investigate the financial condition of the company.

Outside

Director

Tenure

Consecutive
term

(number of
term)

Reasons for
appointment

Recommendor

Roles in the Board

Transaction with
the Company,
Relationship
with the largest
shareholder and
major
shareholders

Yeong Kyun Ahn

(Chair)

June of
2023 ~
AGM of
2026

—

Accounting Expert
(relevant to Article
37, Paragraph 2,
Clause 1 of the
Commercial Act
Enforcement
Decree)

BoD

Audit Committee
(Chairperson), Related-
Party Transactions
Committee, Director
Candidate
Recommendation
Committee

None

Yong-Hun Kim

March of

2022 ~

AGM of

2025

—

Legal Expert

BoD

Audit Committee,
, Related-Party
Transactions Committee,
Director Candidate
Recommendation
Committee

None

Seung Hoon Lee

June of

2023 ~
AGM of

2025

—

Finance Expert

BoD

Director Candidate
Recommendation
Committee(Chairperson),

Audit Committee,

Evaluation and
Compensation
Committee

None

Seung-Ah Theresa Cho

June of

2023 ~
AGM of

2026

—

Management Expert

BoD

Audit Committee,

Evaluation and
Compensation
Committee, Director
Candidate
Recommendation
Committee

None

(3) Major Activities of the Audit Committee

Order

Date

Agenda

Result of
Discussion

Outside Director

Eun-Jung
Yeo

Chung-Gu
Kang

Dae-You
Kim

Yong-
Hun Kim

(Attendance:
100%)

1st

2023.2.7

Approval of audit and non-audit services for consolidated company for the Fiscal year 2023

Original proposal approved

for

2022 audit results and 2023 audit plan report

Original proposal accepted

for

2023 company-wide compliance promotion plan report

Original proposal accepted

for

2nd

2023.3.7

Report on operational condition of the internal accounting management system for 2022

Original proposal accepted

for

3rd

2023.3.8

Report on final audit for fiscal year 2022

Original proposal accepted

for

Evaluation report on operational status of internal compliance device of the audit committee for 2022

Original proposal approved

for

4th

2023.3.16

Evaluation Opinion on the Operation Status of the Audit Committee’s Internal Monitoring System

Original proposal approved

for

Research result report on agenda and documents of the annual general meeting of shareholders for the 41st term

Original proposal approved

for

Audit report of the annual general meeting of shareholders for the 41st term

Original proposal approved

for

ø Dae-You Kim, an outside director, resigned on March 28, 2023

Order

Date

Agenda

Result of Discussion

Outside Director

Eun-Jung
Yeo

Chung-Gu
Kang

Yong-
Hun Kim

(Attendance:
100%)

5th

2023.3.31

Appointment of the chairman of Audit committee

Chairman appointed

for

Delegation of authority for prior approval of non-audit service of external auditor

Original proposal approved

for

6th

2023.4.11

Report on US filing consolidated financial statements final audit for the Fiscal year 2022

Original proposal accepted

for

Report on the status of audit performance by external auditors in fiscal year 2022

Original proposal accepted

for

7th

2023.5.9

Report on financial statements(separate and consolidated) of the 1Q 2023

Original proposal accepted

for

8th

2023.6.13

Research result report on agenda and documents of the First Extraordinary Shareholders’ Meeting of 2023

Original proposal approved

for

-	Outside directors Eun-Jung Yeo and Chung-Gu Kang resigned on June 30, 2023, as their term as directors expired.

ø	Results of the first extraordinary shareholders’ meeting on June 30, 2023:

-	Outside directors Yeong Kyun Ahn(Chairman), Yong-Hun Kim, Seung Hoon Lee, and Seung-Ah Theresa Cho were appointed, forming the audit committee.

Order

Date

Agenda

Result of
Discussion

Outside Director

Yeong Kyun
Ahn

Yong-Hun
Kim

Seung Hoon
Lee

Seung-Ah
Theresa Cho

(Attendance:
100%)

9th

2023.6.30

Appointment of the chairman of Audit committee

Chairman appointed

for

Report on financial statements(separate

and consolidated) of the 1H 2023

Original proposal accepted

for

Report on final audit for the first half of fiscal year 2023

Original proposal accepted

for

10th

2023.8.7

Report on audit result for the first half of fiscal year

2021 and audit plan for second half of fiscal year 2021

Original proposal accepted

for

Research result report on agenda and documents of

the Second Extraordinary Shareholders’ Meeting of 2023

Original proposal approved

for

Approval for the change in audit

service limit provided by the

external auditor to the consolidated company

Original proposal approved

for

11th

2023.11.7

Report on financial statements(separate

and consolidated) of the 3Q 2023

Original proposal accepted

for

Approval of external auditor’s

fee for fiscal year 2024

Original proposal approved

for

12th

2023.12.14

The appointment of external members and

chairman of the Compliance Committee

Appointment of External Members

and Chairman

for

13th

2023.12.14

Agreement on the appointment of

internal audit manager

Original proposal approved

for

(4) Education plan

Though auditors already have sufficient experience and knowledge, KT provides auditors with reports and education programs about related issues such as industry which KT belongs to, change in management environment, legal change and etc.

- Briefing on major change in management environment and compliance issue

- Seminars related with the Audit Committee

- Educational programs or conference

(5) Audit Committee Education status

Date

Education
provider

Attended audit
member

Reasons for
absence

Education contents

2023. 04. 18

Audit Committee Forum

Eun-Jung
Yeo
(Chairperson)

—

- Types of financial accidents and considerations for audit committees.

- Analysis and implications of the operating status report on internal accounting management system using text sentiment analysis.

(6) Supportive team for Audit Committee

Department

Number
of
Staffs

Job Position(years served)

Activity history

Audit

Department

Offce Head 1 (2 months)

Director 2 (6 years 2 months on average)

Team leader 6 (4years on average)

Team members 24 (3 years 7 months on average)

• Group/company-wide ethical management promotion and organizational soundness and ethics diagnosis/audit

• Company-wide Management Diagnosis and Risk Management

• Group/company-wide accounting audit and internal control diagnosis

(7) Matters on Compliance officer

•

Name : Heo Tae-won

•

Qualification : Passed the 43rd Judicial Exam (2001), Lawyer.

•

Education

- Graduated from Seoul National University, Department of Law (1994).

•

Professional experience

- Completed the 33rd Judicial Training Institute (2004)

- Worked as a prosecutor in the Criminal/Public Safety Department at the Seongnam, Busan, Suwon, and Seoul Central District Prosecutors’ Offices (2004-2012).

- Lawyer at Kim & Jang Law Firm (2012-2015).

- Outside Director and Chairman of the Audit Committee at Netmarble Corp. (2016-2022).

- Representative Partner at A-In Law Firm (2015-2023).

•

Major Activities and results


Items	Date/Period	Contents	Result
Compliance education	On occasion	- Conducting compliance training by department by major position - Online education including anti-graft/foreign anti-corruption laws for all employees - Conducting compliance education for group companies and business partners	Nothing significant to report

Compliance Support	On occasion	- Operation of the Compliance Committee (the highest decision-making body related to compliance control) and the Compliance Office - Operation of ‘Anti-Corruption Code of Conduct’ to comply with the Anti-Corruption Act and FCPA - 3rd party risk assessment and compliance due diligence - Conducting legal review of executives and employees’ work and contracts - Support smooth compliance activities of executives and employees through the compliance platform (Support for autonomous compliance activities such as regular access to compliance control data and inquiry of organizations subject to anti-corruption laws) - Establishment/support of group compliance system - Report the plans and results of company-wide compliance activities to the Audit Committee - Report the results of inspection on compliance with the compliance control standards to the board of directors	Nothing significant to report

Compliance check	On occasion	- Selection of major legal risk areas - Establishment and implementation of self-inspection plans for each department - Implementation of actual condition evaluation on self-inspection activity details - Conduct regular inspections for high-risk areas - Special inspection on timely potential risk issues	Nothing significant to report

•

Supportive team for the compliance officer

3. Matters on Shareholder’s Exercise of Voting Rights

A. Adoption of Cumulative Voting System

•

Automatic introduction of the cumulative voting system was implemented following the completion of the privatization process in 2002.

•

Where a general meeting of shareholders of a company is convened to appoint two or more directors, shareholders who hold no less than three percent of the total number of issued and outstanding shares excluding nonvoting shares may request the company to appoint directors based on cumulative voting, except as otherwise provided for by the articles of incorporation.

•

Each shareholder shall have the same number of voting rights per share as directors to be elected, with respect to the resolutions for election of directors, and the voting rights may be exercised based on cumulative voting for one or several candidates for directors

•

Where directors are to be elected by a vote, the directors shall be elected in order of candidates who obtain the most votes.

•

For further information, refer to Commercial Act Article 382-2(Cumulative Voting) and Article 542-7(Special cases concerning Cumulative Voting)

B. Adoption of the Written Voting System or Electronic Voting

•

Adoption of the written voting system in accordance with the changes in the Articles of Incorporation at the 23rd General Meeting of Shareholders (March 11, 2005). The written voting system has been introduced and exercised to protect right of the minority shareholders. To support minority shareholders -exercise voting rights on each agenda with the written vote measure, KT sends voting papers with the AGM notice. Upon receipt of the documents, the shareholder can exercise voting rights by marking for/against on voting paper and mail the documents back to the company before the AGM.

Article 22-2 (Exercise of Voting Rights by Writing)

(1) The Shareholders may exercise their voting rights by writing without attending the General Meetings of Shareholders in person.

(2) In case of Paragraph (1) above, KT shall send the notice of convening the General Meeting of Shareholders, together with written documents and reference materials necessary for the Shareholders to exercise their voting rights.

(3) The Shareholders desiring to exercise their voting rights by writing shall enter necessary matters in the written documents under paragraph (2) and submit them to KT by the date immediately preceding the date set for the Meeting.

•

To promote convenience of the shareholders to exercise voting rights in accordance with the Commercial Act Article 368-4(Exercise of Voting Rights by Electronic Means), KT adopted electronic voting through the BOD resolution on February 6, 2020. On the AGM notice, KT will notify that shareholder may exercise vote by electronic means. In accordance with Article 368-4 (4) of the Commercial Act, shareholders may choose either electronic or written method if they exercise their voting rights without attending the general meeting.

C. Exercising the right of the minority shareholders

•

On August 22, 2022Thirty-five minority shareholders, including Cho, Tae-Wook requested KT to file a lawsuit for the damages against the former and current directors, exercising their minority shareholder rights under Article 542(6) of the Commercial Act and Article 403 of the Commercial Code. On September 6, 2022, the 9th Audit Committee decided not to file a lawsuit against directors requested by the minority shareholders.

4. Equity Investments

(Units : KRW Million, Shares, %)


Name of Company or Item	Beginning Balance						Increase(Decrease)						Ending Balance						Financial Facts (Latest fiscal year)
	Number of Shares		Equity Ratio		Book Value		Acquisition(Disposal)				Valuation		Number of Shares		Equity Ratio		Book Value		Total Assets		Net Profits
	Number of Shares		Equity Ratio		Book Value		Shares		Amounts		Valuation		Number of Shares		Equity Ratio		Book Value		Total Assets		Net Profits
KT Linkus Co., Ltd.		3,075,232		87.3		6,738		0		0				3,075,232		87.3		6,738		64,178		821
LS Marine Solution		8,085,000		32.9		24,370		-6,290,558		-18,961				1,794,442		7.3		5,409		146,728		11,618
KT Telecop Co., Ltd.		5,765,911		86.8		134,308		0		0				5,765,911		86.8		134,308		375,596		5,728
KTCS (*1)		3,177,426		8.4		6,427		0		0				3,177,426		8.4		6,427		324,654		9,730
KTIS (*1)		10,196,190		33.3		30,633		0		0				10,196,190		33.3		30,633		447,609		13,922
KT Skylife (*1)		23,908,000		50.2		311,696		0		0				23,908,000		50.6		311,696		1,041,307		-63,150
KT Service Bukbu		476,094		67.3		3,873		0		0				476,094		67.3		3,873		63,760		1,212
KT Service Nambu		531,127		76.4		10,160		0		0				531,127		76.4		10,160		71,576		1,354
KTDS Co., Ltd. (*1)		2,400,000		95.6		19,616		0		0				2,400,000		91.6		19,616		303,329		26,467
KT Estate Inc.		15,848,819		100.0		1,084,522		0		0				15,848,819		100.0		1,084,522		2,524,109		34,444
KT GDH		7,400,000		100.0		7,544		-2,640,000		-4,799				4,760,000		100.0		2,745		7,760		648
BC card		3,059,560		69.5		633,004		0		0				3,059,560		69.5		633,004		6,184,566		64,877
H&C Network		8,903		1.0		848		0		0				8,903		1.0		848		81,107		1,814
KT Sat Co., Ltd.		10,000,000		100.0		390,530		0		0				10,000,000		100.0		390,530		699,607		30,502
KT Sprorts Co., Ltd.		8,999,597		52.6		19,311		1,603,070		8,015				10,602,667		52.6		27,326		26,615		-12,386
KT M mobile Co., Ltd.		40,000,000		100.0		102,237		0		0				40,000,000		100.0		102,237		176,838		5,605
KT Music Contents Investment Fund No.2		4,000,000,000		26.7		4,000		-2,843,600,000		-2,844				1,156,400,000		26.7		1,156		5,558		-992
KT Investment Co., Ltd		4,000,000		100.0		20,000		0		0				4,000,000		100.0		20,000		26,911		2,560
KT Strategic Investment Fund No. 3		29		86.7		2,947		0		0				29		86.7		2,947		7,048		-989
KT Strategic Investment Fund No. 4		167		95.0		16,720		-167		-16,720				0		95.0		0		12,576		14,399
KT Strategic Investment Fund No. 5		190		95.0		19,000		0		0				190		95.0		19,000		12,548		-5,557
Next connect PFV		73,696,974		100.0		24,250		0		0				73,696,974		100.0		24,250		946,687		-29,889
KT Huimangjieum		600,000		69.9		3,000		0		0				600,000		69.9		3,000		7,754		986
KT Engineering Co., Ltd. (KT ENGCORE)		1,400,000		59.8		28,000		0		0				1,400,000		59.8		28,000		160,243		5,327
Korea Telecom Japan Co., Ltd.		1,671		100.0		0		0		0				1,671		100.0		0		2,015		-110
East Telecom LLC		0		91.6		23339		0		0				0		91.6		23,339		47,452		7,004
KT Hong Kong Telecommunications Co., Ltd.		405,000		100.0		460		0		0				405,000		100.0		460		11,142		143
KT Rwanda Networks Ltd		5,100,000		51.0		0		0		0				5,100,000		51.0		0		134,847		-57,628
AOS Ltd.		1,530,000		51.0		1,879		0		0				1,530,000		51.0		1,879		10,763		128
Korea Telecom America, Inc.		4,500		100.0		2,376		0		0				4,500		100.0		2,376		6,013		133
KT Alpha Co., Ltd		34,554,525		70.5		130,924		0		0				34,554,525		70.5		130,924		443,639		19,352
KT Commerce, Inc.		266,000		19.0		1,782		0		0				266,000		19.0		1,782		126,752		6,074
KT M&S Co., Ltd.		47,400,000		100.0		26,764		0		0				47,400,000		100.0		26,764		258,477		3,783
KT MOS Bukbu Co., Ltd. (*1)		409,991		100.0		6,334		0		0				409,991		100.0		6,334		50,750		8,457
KT MOS Nambu Co., Ltd. (*1)		248,515		98.4		4,267		0		0				248,515		98.4		4,267		46,839		5,749
Nasmedia Inc. (*1)		4,528,310		44.0		23,051		452,831		0				4,981,141		44.1		23,051		400,530		17,310
PlayD Co., Ltd.		3,008,989		23.5		20,000		0		0				3,008,989		23.5		20,000		135,534		2,886
kt studiogenie		11,645,086		90.9		283,620		0		0				11,645,086		90.9		283,620		610,481		-4,491
lolab		2,381,300		79.8		21,950		900		8				2,382,200		79.8		21,958		42,744		-12,938
KT ES Pte. Ltd.		108,000,000		57.6		96,878		0		0		-83,237		108,000,000		57.6		13,641		30,214		-146,635
KT Strategic Investment Fund No. 6		161		92.0		16,100		0		0				161		92.0		16,100		17,332		-307
Altimedia Corporation		1,953,125		100.0		22,000		0		0				1,953,125		100.0		22,000		47,735		7,228
KTP Services Inc		10,600,000		100.0		253		0		0				10,600,000		100.0		253		2,967		235
CU Industrial Development Co., Ltd.		13,300		19.0		0		0		0				13,300		19.0		0		—		—
KIF Investment Fund		100		33.3		115,636		0		0				100		33.3		115,636		531,164		16,330
LoginD Co., Ltd.		28,150		20.4		621		0		0				28,150		20.4		621		819		-374


KT-DSC creative economy youth start-up investment fund	2,520	17.1	2,520	-300	-300	2,220	17.1	2,220	88,009	12,227
Korea Electronic Vehicle Charging Service	304,553	19.0	3,439	0	0	304,553	7.6	3,439	53,166	-1,859
KT-Smart Factory Investment Fund	5,000	29.4	5,000	0	0	5,000	29.4	5,000	12,125	-4,096
KT Young Entrepreneurs DNA Investment Fund	11,000	45.8	11,000	0	0	11,000	45.8	11,000	13,931	-6,745
AI RESEARCH INSTITUTE	600,000	14.3	0	0	0	600,000	14.3	0	4,127	-1,831
KT-IBKC Future Investment Fund 1	47	43.3	4,680	-9	-910	38	43.3	3,770	21,252	-421
Gyeonggi-KT Yoojin Superman Fund	40	26.0	4,000	-15	-1,500	25	35.7	2,500	14,404	-209
Hyundai Robotics Co., Ltd.	888,889	10.0	50,000	0	0	888,889	10.0	50,000	386,292	-17,513
QTT Global (Group) Company Limited	160,000	25.0	0	0	0	160,000	25.0	0	1,044	27
Virtua Realm Sendirian Berhad	1,960,000	49.0	550	0	0	1,960,000	49.0	550	16	-2
kt Early Stage Investment Fund	5,600	40.0	5,600	0	0	5,600	40.0	5,600	13,089	-476
Smart Korea KT Next Venture Fund	6,000	27.3	6,000	0	0	6,000	27.3	6,000	21,432	-224
IBK-KT Emerging Digital Industry Investment Fund	12,000	34.9	12,000	3,000	3,000	15,000	34.9	15,000	41,740	-740
KT RUS LLC	0	100.0	1,532	0	0	0	100.0	1,532	501	-378
KT DX Vietnam Company Limited	0	100.0	1,860	0	0	0	100.0	1,860	1,694	-207
KT Cloud Co., Ltd.	17,712,048	100.0	901,504	0	0	17,712,048	92.7	901,504	1,982,690	63,667
Megazone Cloud Corporation	24,058	6.7	130,001	0	0	24,058	6.7	130,001	1,142,383	34,760
TeamFresh Corp	7,000	4.4	7,158	0	0	7,000	4.2	7,158	232,089	-288,337
KB Three Telecommunications Companies ESG Fund	4,000	25.0	4,000	6,000	6,000	10,000	25.0	10,000	39,891	-904
Kiamco Data Center Blind Fund	250,000,000	25.0	250	8,255,093,393	7,500	8,505,093,393	25.0	7,750	30,575	-371
Shinhan EZ General Insurance, Ltd,	2,102,896	9.9	12,376	0	0	2,102,896	9.9	12,376	256,726	-6,786
New Media Tech Fund	1,200	20.0	1,200	0	0	1,200	20.0	1,200	5,744	-315
SH-KT Logistics Investment Type Private Real Estate	8,700,000,000	30.0	8,700	15,317,064	15	8,715,317,064	30.0	8,715	28,607	-147
K-Realty Qualified Private Real Estate Investment Trust No. 1	1,500,000,000	4.8	1,500	0	0	1,500,000,000	4.8	1,500	80,266	-1,037
KT healthcare vietnam	0	0.0	0	0	13,001	0	100.0	13,001	12,730	-721
Telco CB	0	0.0	0	1,300,000	6,500	1,300,000	26.0	6,500	22,819	-3,916
IBK-KT Youth Startup MARS Investment Fund	0	0.0	0	5,000	5,000	5,000	38.8	5,000	12,903	-112

(*1)	The number of subsidiaries’ treasury share is deducted from the total number of shares when calculating the equity ratio.

VI. Shareholder Information

1. Share ownership of the largest shareholder (As of December 31, 2023) (Unit: Shares, %)

Name

Type of
Stock

Number of Shares Owned and Percentage of Ownership

Beginning of Term

End of Term

Number of Issued
Shares

Percentage of
Ownership

Number of Issued
Shares

Percentage of
Ownership

National Pension Service

Common Stock

26,412,967

10.12

20,843,859

8.08

Total

Common Stock

26,412,967

10.12

20,843,859

8.08

2. Changes in the largest shareholder

There has been no change in the largest shareholder within the last five fiscal years.

3. Distribution of shares (As of December 31, 2023) (Unit: Shares)

Category

Name

Number of
Shares Owned

Percentage of
Ownership

Note

Shareholders Holding
5% or more

National

Pension Service

20,843,859

8.08

Common Stock

Shinhan Bank

14,532,028

5.64

Common Stock

Silchester

13,084,358

5.07

ADR

Employee Stockholders Association

10,184,803

3.95

Common Stock

VII. Directors, Senior Management and Employees

1. Directors

※ Changes since the preparation date

Inside and outside directors have been changed through the 31, December 2023 as follows.


Name	Date of Birth	Position	Years with the Company		Expiration of Term of Office
Inside Directors ⁽¹⁾

Young Shub Kim	April, 1959	Representative Director and Chief Executive Officer		(4months)	March 2026

Chang Seok Seo	July, 1967	Senior Executive Vice President, Network Group Sustainable Management Committee		9	March 2026

Outside Directors ⁽¹⁾

Yong-Hun Kim	March 1955	Audit Committee Internal Transactions Committee Director Nomination Committee		1	March 2025

Yanghee Choi	July, 1955	Chairperson of the Corporate Governance Committee Chairperson of the Sustainability Management Committee Evaluation and Compensation Committee Director Nomination Committee		(6month)	March 2026

Woo-Young Kwak	September, 1956	Chairperson of the Internal Transactions Committee Corporate Governance Committee Sustainability Management Committee Director Nomination Committee		(6month)	March 2025

Jong Soo Yoon	August, 1958	Chairman of the Board of Directors Corporate Governance Committee Sustainability Management Committee Internal Transactions Committee Director Nomination Committee		(6month)	March 2026

Yeong Kyun Ahn	February, 1959	Chairperson of the Audit Committee Internal Transactions Committee Director Nomination Committee		(6month)	March 2026

Seung Hoon Lee	December, 1962	Chairperson of the Nomination Committee for Director Candidates Audit Committee Evaluation and Compensation Committee		(6month)	March 2025

Seongcheol Kim

June, 1964

Chairperson of the Evaluation and Compensation Committee

Corporate Governance Committee

Sustainability Management Committee

Director Nomination Committee

(6month)

March 2025

SeungAh Theresa Cho

October, 1967

Audit Committee

Evaluation and Compensation Committee

Director Nomination Committee

(6month)

March 2026

2. Senior Management (As of December 31, 2023)


Name	Title and Responsibilities	Year of Birth

Soo-Jung Shin	Senior Executive Vice President, Strategy & New Business Group	1965

Chang-Yong Ahn	Senior Executive Vice President, Enterprise Business Group	1966

Seungpil Oh	Senior Executive Vice President, Tech. Innovation Group	1970

Yong-bok Lee	Senior Executive Vice President, Legal Affairs Office	1961

Hyunseok Lee	Senior Executive Vice President, Customer Business Group	1966

Heon-gyu Im	Senior Executive Vice President, Head of business support division	1964

Chung-rim Ko	Executive Vice President, Group Human Resources Office	1967

Kwang-Dong Kim	Executive Vice President, Corporate Relations Office	1970

Bong-Gyun Kim	Executive Vice President, Busan / Gyeongnam Regional Headquarter	1972

Young-In Kim	Executive Vice President, Western Seoul Regional Headquarter	1968

Young-Ho Kim	Executive Vice President, Gangnam Regional Headquarter	1966

Chae-Hee Kim	Executive Vice President, On External Training	1974

Hoon-Bae Kim	Executive Vice President, Media Platform Business Unit	1963

Hye-Byung Min	Executive Vice President, Enterprise Strategy Division	1969

Hyoil Park	Executive Vice President, Strategy Office	1970

Jeonghyun Seo	Executive Vice President, Legal Consulting Department	1971

Jinho Yang	Executive Vice President, Litigation Management Department	1973

Kyung-Hwa Ok	Executive Vice President, IT Platform Unit	1968

Chang-Ho Lee	Executive Vice President, Chungnam / Chungbuk Regional Headquarter	1972

Min Jang	Executive Vice President, Financial Management Office	1968

Woo Jin Jung	Executive Vice President, KT Consulting Group	1975

Hoon Cho	Executive Vice President, SCM Strategy Office	1966

Jung-Yong Ji	Executive Vice President, Jeonnam / Jeonbuk Regional Headquarter	1968

Si Hwan Choi	Executive Vice President, Daegu / Gyeongbuk Regional Headquarter	1967

Chan-Ki Choi	Executive Vice President, Northern Seoul / Gangwon Regional Headquarter	1966


Gang-Bon Koo	Senior Vice President, Customer Business Unit	1972

Jae-Hyung Koo	Senior Vice President, Network Technology Unit	1972

Hye-Jin Kwon	Senior Vice President, Network Strategy Unit	1971

Hee-Keun Kwon	Senior Vice President, Sales Department Manager	1970

Mongryong Kim	Senior Vice President, Financial Customer Division Manager	1971

Byung Kyun Kim	Senior Vice President, Device Business Unit	1968

Young Geol Kim	Senior Vice President, Customer Business Unit	1973

Yong Nam Kim	Senior Vice President, Jeonnam / Jeonbuk Enterprise Sales Headquarter	1969

Jae-Kwon Kim	Senior Vice President, DX Business Unit	1968

Jun-Ho Kim	Senior Vice President, Public Customer Business Unit	1965

Jee-Hyeon Kim	Senior Vice President, Partnership & Investment Department	1969

Jin-Chul Kim	Senior Vice President, Jeonnam/Jeonbuk Customer Sales Headquarter	1967

Hyeong-Rae Roh	Senior Vice President, Strategic Customer Business Unit	1970

Je-Hoon Myung	Senior Vice President, Enterprise Telecommunications Business Unit	1972

Sang-Ryong Moon	Senior Vice President, Information Security Unit	1967

Jung-Ho Park	Senior Vice President, EduDX Business Unit	1970

Soon-Min Bae	Senior Vice President, AI2X Lab	1980

Ki-Hong Seo	Senior Vice President, Daegu/Gyeongbuk Enterprise Customer Sales Headquarter	1967

Won-Je Sung	Senior Vice President, Southern Seoul Enterprise Customer Sales Headquarter	1972

Je-Hyun Sung	Senior Vice President, Northern Seoul/Gangwon Enterprise Customer Sales Headquarter	1972

Hoon-Joo Shin	Senior Vice President, On External Training	1971

Tae-Sung Oh	Senior Vice President, ESG Management & Implementation Unit	1968

Taek-Gyun Oh	Senior Vice President, Network O&M Unit	1968

Yong-Kyu Yoo	Senior Vice President, Strategy & New Business Planning Unit	1971

Kyung-A Yoon	Senior Vice President, AI Tech Lab	1973

Byoung-Hyu Yoon	Senior Vice President, Chungnam/Chungbuk Customer Sales Headquarter	1972

Jin-Hyoun Youn	Senior Vice President, Media R&D Department	1968

Mi-Hee Lee	Senior Vice President, Strategy & New Business Consulting & Implementation Unit	1970

Byeong-Moo Lee	Senior Vice President, Customer Experience Innovation Unit	1971

Sang-Ki Lee	Senior Vice President, Global Business Development Department	1970

Sang-Ho Lee	Senior Vice President, Robot Platform Business Department	1975

Sung-Kyu Lee	Senior Vice President, Northern Seoul/Gangwon Network O&M Headquarter	1969

Seong-Hwan Yi	Senior Vice President, Western Seoul Enterprise Customer Sales Headquarter	1968

Young-Jun Lee	Senior Vice President, Chungnam/Chungbuk Enterprise Customer Sales Headquarter	1968

Jung-Woo Lee	Senior Vice President, Public Relations Office	1971

Jong-Sik Lee	Senior Vice President, Network Laboratory	1972

Chan-Seung Lee	Senior Vice President, Accounting Department	1968


Bo-Heon Im	Senior Vice President, Busan/Gyeongnam Network O&M Headquarter	1967

Seung-Hyouk Yim	Senior Vice President, Enterprise Business Consulting & Implementation Unit	1970

Du-Seong Chang	Senior Vice President, Large AI Core Tech. Department	1969

Byung-Gwan Jang	Senior Vice President, Win-Win Cooperation Department	1970

Kil-Sung Jung	Senior Vice President, Corporate Strategy Department	1974

Seon-Il Jeong	Senior Vice President, Southern Seoul Network O&M Headquarter	1968

Jae-Wook Jeong	Senior Vice President, Busan/Gyeongnam Customer Sales Headquarter	1972

Seong-Eun Cho	Senior Vice President, SW Development Unit	1971

Young-Sim Jin	Senior Vice President, Human Resources Development Department	1972

Woo-Hyung Choi	Senior Vice President, Core Network O&M Unit	1970

Joon-Ki Choi	Senior Vice President, AI Business Unit	1974

Ho-Chang Choi	Senior Vice President, Group Human Resources Department	1971

Tae-Jun Heo	Senior Vice President, Enterprise Sales Unit	1970

Hae-Chon Hong	Senior Vice President, Service Tech Lab	1972

Kyeng-Hee Hwang	Senior Vice President, Daegu/Gyeongbuk Network O&M Headquarter	1970

3. Current Status of Employees

(Unit: Persons, Years, Won million)

Type

Number of Employees

Average
Years
in
Continuous
Service

Total
Payroll

Average
Payroll
per
Person

Non-
affiliated
workers

General

Other

Total

Total

19,026

711

19,737

22.0

2,004,798

107

147

•

Number of employees as of December 31, 2023.

•

Average years in continuous services was calculated based on workers excluding fixed-term workers.

•

Total Payroll and Average payroll per person are the amount of earned income under the income tax law of regular and unregistered executives.

4. Remuneration to Executive Officers

A. Total Remuneration paid to Directors (including Outside Directors) and Members of the Audit Committee (Auditors)

(Unit: Won million)


Category	Total Amount Paid		Amount Approved by the General Meeting of Shareholders		Average Amount Paid per Person
2 Inside Directors		4,209		4,884		2,105
8 Outside Directors		675				84

•

The total amount paid and the average amount paid per person includes severance pay for former CEO and former inside directors following the Severance Pay Regulation for Executives.

B. Standards for payment of remuneration for directors and auditors

(1) Standards for payment of remuneration for CEO and Inside Directors

(a) Earned income

Earned income consists of salary(base and position pay), incentives(short-term and long-term bonus), and other income.

•

Base pay : The amount determined by the board of directors’ resolution and the contract for delegation of management officers shall be paid 1/12 per month on the date of remuneration payment by the company.

•

Position pay : The amount determined by the board’s resolution and the contract for delegation of executive officers according to the importance of the position he performs shall be paid 1/12 per month on the date of remuneration payment by the company.

•

Short-term Incentives : Short-term bonuses are paid after the resolution of the board of directors, reflecting the results of the evaluation of the annual target. The measurement index consisting of sales, operating profit, etc. and the non-measuring index for the major matters of the year are collected and paid within the range of 0-180% of the base salary.

•

Long-term Incentives : It can be paid up to 0-180% of the base salary according to the management contract and the delegated contract, and it is paid in shares with limited transfer. (Payment based on TSR, Group REVENUE, and EBITDA achievement)

•

The long-term performance bonus in 2020 has been changed to be paid within the range of 0~140% of the base salary.

•

Other income : Payment of medical examination expenses, medical expenses, etc. in accordance with the standards for executive benefits.

(b) Retirement income

Retirement income is determined by the average monthly wage and number of years of service. The CEO shall pay five times the average monthly wage multiplied by the number of years of service, and the Inside director shall pay three times the amount.

(2) Standards for Payment of Remuneration for Outside Directors

•

Monthly fixed amount : It shall be paid on the company’s remuneration payment date at the same level every month as determined by the board of directors.

•

Attendance expenses : Attendance expenses are calculated based on the amount determined by the board of directors’ resolution. This will be settled according to the number of meetings of the board of directors and committees and paid on the next month’s remuneration payment date.

•

Stock compensation : In accordance with the resolution of the board of directors, stock compensation shall be paid in the following year with a transfer restriction shares of 20 million won per person.

•

Other income : Payment of medical examination expenses, etc. in accordance with the standards for supporting outside directors

C. Executives and Employees with Remuneration of 500 million won or more


(Unit: Won million)

Name	Position	Total Amount Paid
Hyeon-Mo Ku	Former Chief Executive Officer		3,073
Changseok Seo	Inside Director		864
Kyung-lim Yun	Former Inside Director		812

•

Other income: Payment of medical examination expenses, etc. in accordance with the standards for supporting outside directors

•

Total remuneration amount represents the total amount paid from January 1, 2023, to December 31, 2023, including the retirement benefits payment amount in accordance with the approved Executive Retirement Benefits Payment Regulation at the shareholders’ meeting.

•

Total remuneration amount for Changseok Seo, an internal director, is the sum of the remuneration for an internal director (from August 30, 2023, to December 31, 2023) and the management executive’s remuneration (from January 1, 2023, to August 29, 2023).


Name	Type		Total Amount Paid (KRW million)	Note
Hyeon-Mo Ku	Earned income	Salary	335	Based on the board of director’s internal guidelines such as the management executive guidelines. This includes considering various factors such as position, title, company contribution, etc. The total compensation of 335 million won was divided and paid during the disclosed period.

		Incentives	778	A performance bonus of 778 million won was calculated and paid based on the performance for the previous year and the current year, taking into account factors such as business performance including sales and operating profit, the performance and contribution as management executives, and internal and external business environments. The criteria and payment methods for executive compensation were determined by the board of directors according to internal guidelines.

		Stock option	—	—

		Fringe benefits	25	Including medical expenses, health checkup costs

	Retirement income		1,935	—

	Others		—	—


Name	Type		Total Amount Paid (KRW million)	Note
ChangSeok Seo	Earned income	Salary	342	Based on the board of director’s internal guidelines such as the management executive guidelines. This includes considering various factors such as position, title, company contribution, etc. The total compensation of 342 million won was divided and paid during the disclosed period. In the actual amount paid, it includes the salary received as executive management from January 1st to August 29th, 2023

		Incentives	466	In 2023, a performance incentives of 466 million won was calculated and paid based on the performance of the previous year. This bonus was determined according to the criteria and payment methods for director compensation set by the board of directors, taking into consideration factors such as sales, operating profit, performance and contributions as management, and domestic and international business environments. *executive management at the time of 2022.

		Stock option

		Fringe benefits	56	Including medical expenses, health checkup costs

		Retirement income

Kyung-rim Yoon		Others Salary	111	Based on the board of director’s internal guidelines such as the management executive guidelines. This includes considering various factors such as position, title, company contribution, etc. The total compensation of 111 million won was divided and paid during the disclosed period.

		Incentives	511	In 2023, performance incentives totaling 511 million won were determined and paid according to the criteria and payment methods for director remuneration established by the board of directors. These bonuses were based on the previous year’s and current year’s performance during the tenure, considering factors such as business performance, operating profit, management performance and contribution, and internal and external business environment.


Stock option		-

Fringe benefits	12	Including medical expenses, health checkup costs

Retirement income	178	calculated based on the executive’s salary for the previous three months before the occurrence of the retirement reason, taking into account the length of service (1.5 years) as per the regulations approved at the shareholders’ meeting.

Others		-

D. Stock-based Compensation System

The company has implemented a stock-based compensation system to incentivize executives, both director and senior management, as well as employees, towards improving the company’s performance and long-term value.

For the shares granted to director and senior management, a vesting period of 1-3 years has been set through a restricted stock plan. The disclosed period (2021-2023) witnessed the issuance of 1,827,515 common shares, which were allocated from the company’s treasury stock holdings.


(As of December 31, 2023)				(Unit: Shares)


Date	July 14, 2021	Dec 10, 2021	May 11, 2022	July 17, 2023
Beneficiaries and number of people receiving disbursement	109 Directors and senior management	21,702 employees	99 Director and senior management	104 Director and senior management
Number of shares	134,570 shares	1,432,332 shares	128,923 shares	131,690 shares
Cumulative payment amount during disclosure period	1,827,515 shares