Flashlight Capital Confirms Nine Agenda Items for KT&G’s 2023 General Meeting and Provides Update to Shareholders

Withdraws Application for Temporary Injunction Regarding KGC Spin-off due to Complications Caused by KT&G Board’s Lack of Cooperation

Plans to Advocate for Logical and Value-Enhancing KGC Spin-off After March General Meeting

Continues to Pursue Court Injunction to Compel Company to Include Share Repurchase Agenda Item to Return Excessive Cash Accumulated Over the Past 15 Years

Flashlight Capital Partners Pte. Ltd (“Flashlight Capital”), a meaningful shareholder of KT&G Corporation (KRX: 033780) (“KT&G” or the “Company”), today confirmed that the Company has approved nine agenda items for the Company’s 2023 General Meeting of Shareholders (the “General Meeting”).

Flashlight Capital also announced that it is withdrawing its efforts to obtain a preliminary injunction related to an agenda item for a spin-off of Korea Ginseng Company (“KGC”). Flashlight Capital notes that KT&G had argued that the spin-off requires a spin-off plan made with the cooperation of the Board of Directors (the “Board”) and management. Previously, on February 17^th, Flashlight Capital had filed a preliminary injunction related to 11 items for the General Meeting in the Daejeon District Court (the “Court”).

Flashlight Capital continues to pursue its preliminary injunction application regarding increased share repurchases and expects that this item will be on the agenda for the General Meeting – pending the Court’s decision – along with Flashlight Capital’s other nine agenda items already accepted by KT&G.

Sanghyun Lee, Managing Partner of Flashlight Capital, commented:

"We are deeply disappointed with the Board’s refusal to include the KGC spin-off as an agenda item at the Company’s General Meeting, especially given that we have repeatedly requested a meeting to discuss this matter in greater detail and have been met with silence. The Board’s decision reinforces that KT&G has insular and problematic corporate governance problems. It seems that the Board wants to hide behind technicalities to avoid listening to shareholders’ perspectives and taking value-enhancing actions. To be clear, we plan to advocate for a spin-off of KGC after our two highly qualified director candidates are elected to the Board at the General Meeting. We also remain hopeful that the Court will compel the Company to include our share repurchase proposal as an agenda item at the General Meeting."

About Flashlight Capital

Flashlight Capital Partners Pte. Ltd is an investment management firm founded by Carlyle Group’s former Head of Korea, Sanghyun Lee. Based in Singapore, Flashlight Capital’s investment philosophy is grounded in improving corporate governance and unlocking long-term value at its portfolio companies. For more information about Flashlight Capital, please visit www.FlashlightCap.com.

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