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KT CORP Interim / Quarterly Report 2009

Sep 17, 2009

30640_ffr_2009-09-17_4eb9b874-5ee2-4bdd-b2aa-45e87a0f8474.zip

Interim / Quarterly Report

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6-K 1 h03646e6vk.htm FORM 6-K e6vk PAGEBREAK

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2009

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

206 Jungja-dong Bundang-gu, Sungnam Kyunggi-do 463-711 Korea (Address of principal executive offices)

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

Form 20-F þ Form 40-F o

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

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

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

Yes o No þ

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

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SUMMARY OF 2009 FIRST HALF BUSINESS REPORT

(From January 1, 2009 to June 30, 2009)

THIS IS A SUMMARY OF THE 2009 FIRST HALF YEAR REPORT ORIGINALLY PREPARED IN KOREAN AND IN SUCH FORM AS REQUIRED BY THE KOREAN FINANCIAL SUPERVISORY 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 INFORMATION CONTAINED HEREIN IS PRESENTED ON A NON-CONSOLIDATED BASIS IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN KOREA, OR KOREAN GAAP, WHICH DIFFER IN CERTAIN RESPECTS FROM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CERTAIN OTHER COUNTRIES, INCLUDING THE UNITED STATES. WE HAVE MADE NO ATTEMPT TO IDENTIFY OR QUANTIFY THE IMPACT OF THESE DIFFERENCES.

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TOC

Table of Contents

I. Corporate General 3
1. General Information 3
2. History 7
3. Total Number of Shares and Others 8
4. Voting Rights 9
5. Matters on Dividends and Others 9
II. Details of Business 11
1. Overview 11
2. Capital Expenditure 17
3. Matters Related to Revenue 18
4. Research and Development Activities 23
5. Other Matters Necessary for Making Investment Decisions 23
III. Financial Information 24
1. Summary of Financial Statements (Non-Consolidated) 24
2. Summary of Financial Statements (Consolidated) 24
IV. Auditors’ Opinion 26
1. Auditor 26
2. Audit (or Review) Opinion 26
3. Remuneration for Independent Non-Executive Auditors for
the Past Three Fiscal Years 26
V. Board of Directors and Affiliated Companies 28
1. Overview of the Board of Directors and Committees under
the Board 28
2. Matters on Audit Procedure 34
3. Matters on Shareholder’s Exercise of Voting Right 35
4. Affiliated companies 36
VI. Management and Employees 37
1. Remuneration to Executive Officers 37
2. Current Status of Employees 38
EX-99.1

/TOC

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I. Corporate General

1. General Information

A. Date of Incorporation

KT Corporation (“KT”) was incorporated on December 10, 1981 under the Korea Telecom Act with the purpose of offering telecommunication services business. On December 23, 1998 KT was listed on the Korea Stock Exchange (later, Korea Exchange).

B. Postal address of Headquarters, telephone and company website

1) Postal address : 206 Jungja-dong, Bundang-gu, Sungnam City, Gyunggi-do 463-711 Korea
2) Telephone : +82 31 727 0114
3) Company website : http://www.kt.com

C. Main Business

We are a telecommunications service provider providing fixed-line, broadband internet, mobile services. In an effort to maintain our leadership in the telecommunication market, we have launched new services such as IP-TV, VoIP and WiBRO responding to the recent industry trends of convergence between telecommunications and broadcasting and between fixed and mobile communication. As a result of the merger with former KT Freetel we have amended our articles of incorporation at the extraordinary shareholders meeting held in March 27, 2009. As of the end of the first half of 2009, our business purpose, as specified in our articles of incorporation, is to engage in the following business activities:

Business purpose Other
1. Information and communications business;
2. New media business;
3. Development and sale of software and contents;
4. Sale and distribution of information communication equipment
5. Testing and inspection of information communication
equipment, device or facilities;
6. Advertisement business;
7. Retail business via telephone, mail order or online;
8. IT facility construction business and electrical
construction business;
9. Real estate and housing business;
10. Electronic banking and finance business;
11. Education and learning service business;
12. Security service business (machinery system surveillance
service, Facilities security service, etc);
13. Research and technical development, education, training
and promotion, overseas businesses, and export and import,
manufacture and distribution related to activities mentioned
in Subparagraphs 1 through 12; and
14. Frequency-based telecommunications services and other
telecommunications services Added on March 27, 2009
15. Value-added telecommunications business Added on March 27, 2009
16. Manufacture, provision (screening) and distribution of
contents such as musical records, music videos, movies, videos
and games Added on March 27, 2009
17. Issuance and management of pre-paid electronic payment
instruments, and businesses related to electronic finance such
as payment gateway services Added on March 27, 2009

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Business purpose Other
18. Sales and leasing of equipment and facilities related to
the activities mentioned in Subparagraphs 14 through 17 Added on March 27, 2009
19. Any overseas business or export and import business
related to activities mentioned in Subparagraphs 14 through 18 Added on March 27, 2009
20. Tourism Added on March 27, 2009
21. Insurance agency business Added on March 27, 2009
22. New and renewable energy and energy generation business Added on March 27, 2009
23. Any and all other activities or businesses incidental to
or necessary for attainment of the foregoing. Amended on March 27, 2009

D. Affiliated Companies

(1) Name of Group : KT

(2) Affiliated Companies (as of August 14, 2009)

Financial — year Listed/
No. Name ended on Primary business Unlisted
1 KT Dec. 31 Telecommunication business Listed in KRX
2 KT Powertel Co., Ltd. Dec. 31 Trunk radio system business Unlisted
3 KT Networks Corporation Dec. 31 Telecommunication, specific
service provider and value-added
service provider Unlisted
4 KT Linkus Co., Ltd. Dec. 31 Public telephone maintenance Unlisted
5 KT Hitel Co., Ltd. Dec. 31 Data communication Listed in KOSDAQ
6 KT Submarine Co., LTd. Dec. 31 Submarine cable construction and
maintenance Listed in KOSDAQ
7 KT Commerce Inc. Dec. 31 Online commerce (B2B, B2B service) Unlisted
8 KT Technologies Dec. 31 Mobile handset development Unlisted
9 KT M Hows Co., Ltd. Dec. 31 Mobile marketing Unlisted
10 KT Rental Co., Ltd. Dec. 31 Rental Service Unlisted
11 Sidus FNH Corporation Dec. 31 Movie production Unlisted
12 Telecop Service Co., Ltd. Dec. 31 Security service Unlisted
13 KT Capital Co., Ltd. Dec. 31 Financing service Unlisted
14 KT M&S Co., Ltd. Dec. 31 Telecommunication devices distribution business Unlisted
15 Olive Nine Co., Ltd. Dec. 31 Movie, broadcasting and
performance business Listed in KOSDAQ
16 Olive Nine Creative Co.,
Ltd. Dec. 31 Real estate business Unlisted
17 The Contents
Entertainment Co., Ltd. Dec. 31 Service business Unlisted

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Financial — year Listed/
No. Name ended on Primary business Unlisted
18 Olive Nine Entertainment
Co., Ltd. Dec. 31 Movie, broadcasting and
performance business Unlisted
19 KT FDS Co., Ltd. Dec. 31 Data communication Unlisted
20 Nasmedia Co., Ltd. Dec. 31 Online advertisement business Unlisted
21 KT Music Co., Ltd. Dec. 31 Entertainment business Listed in KOSDAQ
22 Doremi Media Co., Ltd. Dec. 31 Recording device (magneto-optical
disk) and music disc manufacture Unlisted
23 Doremi Music Publishing
Co., Ltd. Dec. 31 Publishing, printing and
recording device reproducing
business Unlisted
24 Music City Media Co.,
Ltd. Dec. 31 Movie, broadcasting and
performance business Unlisted
25 Parangoyangi Co., Ltd. Dec. 31 Movie, broadcasting and
performance business Unlisted
26 D&G Star Co., Ltd. Dec. 31 Movie, broadcasting and
performance business Unlisted
27 Softnics, Inc. Dec. 31 Software development and sales Unlisted
28 JungBoPremiumEdu Co.,
Ltd. Dec. 31 Online education business Unlisted
29 KTDS Co., Ltd. (f/k/a KT
Data System Co., Ltd.) Dec. 31 Management, supply and advisory
services of information
technology systems Unlisted

| * | On July 1, 2009, we disposed our shares of Olive Nine Co. Ltd. Olive Nine Co. Ltd. and its related companies (Olive Nine Creative Co. Ltd., The Contents
Entertainment Co. Ltd., Olive Nine Entertainment Co. Ltd.) will be excluded as affiliated
companies. |
| --- | --- |
| * | Doremi Media Co., Ltd., Doremi Music Publishing Co. Ltd. and Parangoyangi Co. Ltd. are expected
to be excluded as affiliated companies in the near future. |

[Foreign Affiliated Companies]

Financial — year Listed/
No. Name ended on Primary business Unlisted
1 Korea Telecom
America Inc. Dec.31 Foreign telecommunication business Unlisted
2 Mongolian
Telecommunications Dec. 31 Foreign telecommunication business Unlisted
3 New Telephone
Company Inc. Dec. 31 Foreign telecommunication business Unlisted
4 KT Japan, Co., Ltd. Dec. 31 Foreign telecommunication business Unlisted
5 KT China Co., Ltd. Dec. 31 Foreign telecommunication business Unlisted
6 Super iMax LLC Dec. 31 Foreign telecommunication business Unlisted
7 East Telecom LLC Dec. 31 Foreign telecommunication business Unlisted
8 KTSC Investment
Management B.V. Dec. 31 Foreign telecommunication business Unlisted

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E. Credit Rating

(1) Overseas Credit Rating

Date of Assessed Credit Rating of Assessing Company Assessment
Assessment Securities, etc. Assessed Securities (Scale of Rating) Type
Nov. 26, 2008 — A Fitch: U.S. (AAA, AA+, AA, AA-, A, ~ D) Annual Assessment
July 14, 2008 — A3 Moody’s: U.S. (Aaa, Aa1, Aa2, Aa3, A1, ~ C) Annual Assessment
June 30, 2008 — A- S&P: U.S. (AAA, AA+, AA, AA-, A, ~ D) Annual Assessment
July 2, 2007 — A Fitch: U.S. (AAA, AA+, AA, AA-, A, ~ D) Annual Assessment
April 2, 2007 2007 Global Bond A3 Moody’s: U.S. (Aaa, Aa1, Aa2, Aa3, A1, ~ C) Special Assessment
April 2, 2007 2007 Global Bond A- S&P: U.S. (AAA, AA+, AA, AA-, A, ~ D) Special Assessment

(2) Domestic Credit Rating

Date of Assessed Credit Rating of Assessing Company Assessment
Assessment Securities, etc. Assessed Securities (Scale of Rating) Type
Jun. 30, 2009 Commercial Paper A1 Korea Information Service Inc. Regular
Jun. 26, 2009 Commercial Paper A1 Korea Ratings Corporation Regular
May 20, 2009 Corporate Bond AAA Korea Information Service
Inc., National Information &
Credit Evaluation Inc. Regular
May 19, 2009 Corporate Bond AAA Korea Ratings Corporation Regular
Feb. 19, 2009 Corporate Bond AAA Korea Information Service
Inc., National Information &
Credit Evaluation Inc., Korea
Ratings Corporation Regular
Dec. 19, 2008 Corporate Bond AAA Same as above Regular
July 28, 2008 Corporate Bond AAA Same as above Regular
June 13, 2008 Commercial Paper A1 Korea Ratings Corporation Regular
June 11, 2008 Commercial Paper A1 National Information & Credit
Evaluation Inc. Regular
March 20, 2008 Corporate Bond AAA Korea Information Service
Inc., National Information &
Credit Evaluation Inc., Korea
Ratings Corporation Regular
Feb. 18, 2008 Corporate Bond AAA Same as above Regular
Dec. 27, 2007 Corporate Bond AAA Same as above Regular
June 27, 2007 Commercial Paper A1 Korea Information Service Inc. Regular
June 21, 2007 Commercial Paper A1 National Information & Credit
Evaluation Inc. Regular

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Date of Assessed Credit Rating of Assessing Company Assessment
Assessment Securities, etc. Assessed Securities (Scale of Rating) Type
March 22, 2007 Corporate Bond AAA Korea Information Service
Inc., National Information &
Credit Evaluation Inc., Korea
Ratings Corporation Regular

— Top credit ratings (AAA, A1) were awarded to our existing corporate bonds and commercial papers at our annual credit assessment.

— For corporate bond, there are ten rating categories from AAA to D. For commercial paper, there are six rating categories from A1 to D.

2. History

— Major Changes in Management

Before Change (February 29, 2008) After Change (March 6, 2009)
Title or
Name Title or position Name position
Standing Directors Joon-Su Nam President and CEO Standing Directors Suk Chae Lee President and CEO
Jong Lok Yoon Director Sang Hoon Lee Director
Jeong Soo Suh Director Hyun-Myung Pyo Director
Outside Directors Jeong Ro Yoon Audit Committee Member Outside Directors Jeong Suk Koh —
Kon Sik Kim — Si-Chin Kang Audit Committee Member
Do Hwan Kim Audit Committee Member In-Man Song Audit Committee Member
Jong Kyoo Yoon Audit Committee Member Joon Park Audit Committee Member
Paul C. Yi — E. Han Kim Audit Committee Member
Jeong Suk Koh — Choon Ho Lee —
Gyu Taeg Oh Audit Committee Member Jeung Soo Huh —

— At the annual general meeting of shareholders held on March 27, 2009, our shareholders resolved to amend our articles of incorporation to add KT Freetel’s business purposes, including frequency-based telecommunication services and new and renewable energy and energy generation business (to pursue new growth opportunities in the alternative energy industry), to the list of our business purposes.

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3. Total Number of Shares and Others

A. Total Number of Shares

(As of August 14, 2009) (Unit: shares)
Category Type of Shares
Common 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 Shares Reduced 51,787,959 51,787,959
1. Reduction of Capital — —
2. Share Retirement 51,787,959 51,787,959
3. Redemption of Redeemable Shares — —
4. Other — —
IV. Current Number of Issued Shares (II — III) 261,111,808 261,111,808
V. Number of Treasury Shares 26,364,585 26,364,585
VI. Current Number of Issued and Outstanding Shares 234,747,223 234,747,223
  • Total number of treasury shares include 8,453,222 shares that have been escrowed with the Korea Depositary Service to provide for the exchange of exchangeable bonds (“EB”) that we have issued.

B. Acquisition and Disposal of Treasury Shares

(1) Acquisition and Disposal of Treasury Shares

(As of August 14, 2009) Acquisition Disposition (Unit: shares) — Retirement
Method of Acquisition Type Beginning of Term (+) (-) (-) End of Term
Direct Acquisition
pursuant to Article
165-2 of the
Financial Common Share 70,241,234 13,124,000 13,124,000 70,241,234
Investment Services
and Capital Markets
Act (“FSCMA”) Preferred Share — — — — —
Direct Acquisition
for Reasons other than Common Share — 496,255 45,632,074 — - 45,135,819
Article 165-2
of the FSCMA Preferred Share — — — — —
Subtotal Common Share 70,241,234 13,620,255 45,632,074 13,124,000 25,105,415
Preferred Share — — — — —
Indirect
Acquisition (e.g.
Trust Contract) Common Share 1,259,170 — — — 1,259,170
Preferred Share — — — — —
Total Common Share 71,500,404 13,620,255 45,632,074 13,124,000 26,364,585
Preferred Share — — — — —
* Details of the change in our treasury shares are as follows:
1) Acquisition of treasury shares (13,620,255 shares)
— March 10~April 17, 2009: Direct acquisition of shares for share retirement (13,124,000 shares)
— May 15, 2009: Acquisition of appraising shares in relation to merger (451,038 shares)
— July 7, 2009: Acquisition of fractional shares (45,217 shares)
2) Disposal of treasury shares (45,632,074 shares)
— March 3, 2009: Performance based payments to members of the Board of Directors (2,594 shares)
— June 22, 2009: Disposal of shares in exchange for KTF shares (45,629,480)

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3) Retirement of treasury shares (13,124,000 shares)
— April 22, 2009: Retirement of shares (13,124,000 shares)

C. Share Ownership Status of Employee Stock Ownership Association

(1) Transactions with Employee Stock Ownership Association

Not Applicable

(2) Guideline for Exercising the Voting Rights of Employee Stock Ownership Association

Association Account : Employee Stock Ownership Association exercises its voting rights in the same proportion as those shares held in the association member accounts that have indicated how to vote.

Association Member Account : Employee Stock Ownership Association may exercise its voting rights only if (i) the association receives a request by an association member to exercise his voting rights within a minimum period of seven days or (ii) the association member chooses to delegate his voting rights to the association.

(3) Shares Held by the Employee Stock Ownership Association

(As of June 30, 2009) — Type of Account Type of Shares (Unit: Shares) — Balance at Beginning of Term Term-End Balance
Association Account Common Share 35,136 35,136
Association Member
Account Common Share 13,153,084 11,470,377
Total 13,188,220 11,505,513

4. Voting Rights

(As of August 14, 2009) — Category Number of Shares Note
Total Issued Shares (A) Common Share 261,111,808 —
Preferred Share —
Shares without Voting Rights (B) Common Share 26,367,839 Treasury shares
Preferred Share —
Shares with Restricted Voting Rights
under the Stock Exchange Act and
Other Laws (C) — — —
Shares with Reestablished Voting
Rights (D) — — —
Shares
with Exercisable Voting Rights (E = A - B - C + D) Common Share 234,743,969 —
Preferred Share —

(1) Shares without voting rights under the Korean Commercial Code: (i) 26,364,585 shares, including treasury shares and shares held through treasury stock funds and (ii) 3,254 cross-holding shares.

5. Matters on Dividends and Others

A. Matters on Dividends

Our shareholder return policy is to pay our shareholders at least 50% or more of the adjusted net profit of the current term (through cash dividends and/or acquisition of treasury stock, etc.).

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B. Dividends Paid during the Past Three Fiscal Years

Category — Par Value per Share (Won) 5,000 5,000 5,000
Net Profit of the Current Term (in millions of Won) 595,650 449,810 957,623
Net Profit per Share (Won) 2,932 2,217 4,635
Year-end Cash Dividend (in millions of Won) — 226,280 407,374
Year-end Share Dividend (in millions of Won) — — —
Cash Dividend Propensity (%) — 50.3 42.5
Rate of Return on Cash Dividend
(%) Common Share — 2.9 4.1
Preferred Share — — —
Rate of Return on Share
Dividend (%) Common Share — — —
Preferred Share — — —
Cash Dividend per Share (Won) Common Share — 1,120 2,000
Preferred Share — — —
Share Dividend per Share (Share) Common Share — — —
Preferred Share — — —
* Income per share for the first half of 2009
— Basic income per share: 2,932 Won
— Diluted income per share: 2,817 Won

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II. Details of Business

1. Overview

A. Present Conditions of the Industry

(1) Characteristics of the Industry

Current markets for fixed-line telephones, broadband Internet and mobile communications in Korea have reached their maturity. With technical advances and changes in customer demands, the communications industry has recently been moving toward convergence between different technologies and industries, such as convergence between fixed-lined communications and mobile communications and between the telecommunications industry and the broadcasting industry. These converged media businesses, represented by IPTV, opens up new opportunities for telecommunications carriers as they bridge telecommunications and broadcasting industries. In the mobile communications market, the transition to 3G will become a turning point in shaping a new competitive landscape, replacing the existing competition in the 2G market. In the saturated communications market, increasing customer value has become increasingly more important as fixed-line communications carriers offer integrated services such as the TPS (or Triple Play Service) or QPS (or Quadruple Play Service), and mobile communications carriers also offer additional benefits to their clients.

(2) Growth of the Industry

(Unit: 1,000 persons) December December December December December June 30,
Category 31, 2004 31, 2005 31, 2006 31, 2007 31, 2008 2009
Broadband Internet
Subscribers 11,921 12,191 14,043 14,710 15,475 15,877
Local Telephone
Subscribers 22,871 22,920 23,119 23,130 22,132 21,124
Mobile Phone
Subscribers 36,586 38,342 40,197 43,498 45,607 47,071
* From 2004 to 2007, data was provided by the Ministry of Information and Communication (www.mic.go.kr).
* Data as of December 31, 2008 was provided by the Korea Communications Commission (www.kcc.go.kr).
* Data for Broadband Internet Subscribers is as of May, 31, 2009.

(3) Characteristics of Market Fluctuations

The demand for communications services does not fluctuate greatly as such services are regarded as a necessity in modern life. However, if the Korean economy slows and continues to do so in the future, it could have an adverse impact on KT’s business activities.

(4) Competition

(a) Competing Companies

• Local calls: SK Broadband, LG Dacom, etc.
• Long distance calls: LG Dacom, Onse Telecom, SK Broadband, SK Telink, etc.
• International calls: LG Dacom, Onse Telecom, SK Broadband, SK Telink, etc.
• Broadband Internet: SK Broadband, LG Powercom, LG Dacom, Service Operators
(including cable television, relay wired broadcasting operators), etc.

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• Mobile communications: SK Telecom, LG Telecom, etc.
• Internet telephones using Internet Protocol (VoIP): SK Broadband, SK Networks, SK
Telink, Samsung Networks, LG Dacom, LG Powercom, Korea Cable Telecom, etc.
• IPTV: SK Broadband, LG Dacom
• Mobile Internet (WiBro service): SK Telecom

(b) Market Entry Requirements

| • | Communication service providers: business operations must be approved by the Korea
Communications Commission |
| --- | --- |
| • | Specific telecommunications service providers: registration is required |
| • | Value-added telecommunications service providers: reporting is required |

(c) Factors of Competition : service fees, product quality, brand value and competitiveness of the distribution network.

(5) Relevant Laws and Government Regulations

(a) Relevant Laws

• Telecommunications policy-related laws
— Telecommunications Basic Act, Telecommunications Business Act, etc. (7 in total)
• Radio and broadcasting policy-related laws
— Radio Regulation Law
• Informatization related laws
— Promotion of Information and Communication Basic Act, etc. (9 in total)
• Broadcast related laws
— Broadcasting Law, etc.
• Others
— Internet Multimedia Broadcasting Business Law (IP-TV related)

(b) Government Regulations

The Korea Communications Commission is responsible for managing the convergence between broadcasting and communications, as well as assuring their independence and their role of providing public service. The commission is also responsible for issuing relevant licenses, permits, approvals, policy enactments and other matters relating to the promotion of broadcasting and communications and the enhancement of their global competitiveness.

B. Current Status of KT

(1) Operations Outlook and Classification of Business

(a) Operations Outlook

The Korean communications market is currently experiencing slow growth as leading services, including fixed-line telephones, broadband Internet and mobile communications, have reached maturity, caused in part by

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intense competition in the industry. We are no exception to this industry trend as our local telephone, QOOK Internet broadband Internet access and mobile services are all facing difficult business climates due to: (i) increase in fixed-to-mobile substitution trend and the increasing popularity of VoIP market; (ii) aggressive marketing and price cutting measures from competitors of broadband Internet access service providers; and (iii) a market environment that continues to be highly competitive where service providers are providing subsidies to subscribers of new handsets.

Despite the unfavorable environment, we have made company-wide efforts to reduce costs based on quality management and treatment of customer value innovation as our top priority. We have launched a new brand “QOOK”, for all the telecommunication services that we provide to our household customers, in order to establish an easier and efficient communication channel with our customers.

As of the end of June 2009, we had approximately 6.7 million broadband Internet customers, approximately 19.1 million local telephony customers ((including ISDN subscribers) and approximately 14.7 million KT mobile customers.

In the future, we plan to promote various rate plans to address different customer calling patterns, as well as promote bundled-services (economic efficiency), reiterate value of the fix-line (well-being) and promote digital Ann phone (convenience) in our fixed-line telephone business and provide differentiated VoIP services to address the proliferation of internet phones.

In the broadband Internet arena, we will aim to improve customer value from the viewpoint of our customers with continued provisions of the FTTH (Fiber-To-The-Home) services. As for our mobile business, we will focus on continuously expanding the subscriber base of our long-term subscription program “Show-King Sponsor”, which provides differentiated handset subsidies and usage charge discounts, in order to achieve marketing cost effectiveness and provide actual cost reduction benefits to our customers.

We plan to further expand our wireless broadband Internet access service business, or SHOW WiBro, to the greater Seoul metropolitan area and will aim to become a leader in the Mobile 2.0 era, the next generation of two-way communication mobile environment.

In addition, our IPTV business will focus on actively catering to the TV portal market through its QOOK TV service and, in the long term, by pursuing a leadership position in the broadcasting convergence market.

We will also aim to expand our market share by enhancing our network-based care services, offering on- and off-line total solutions while expanding our bizmeka services to address individual needs, such as medical and education services.

In particular, we will strive to combine our collective resources and diverse service offerings to periodically develop and introduce new package of services that we believe will provide a new growth momentum for us.

(b) Operations Subject to Disclosure

KT’s main area of business is the telecommunications sector under the Korea Standard Industry Code.

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(2) Market Share

Market Share for Each Term (%) — 1st Half of 26th Fiscal 25th Fiscal
28th Fiscal 27th Fiscal Year Year
Category Operator Year (2009) Year (2008) (2007) (2006)
Local Telephone KT 90.2 89.8 90.4 92.1
(On the Basis of Number of Subscribers) SK Broadband 8.1 8.7 8.8 7.5
LG Dacom 1.7 1.5 0.8 0.4
Long
Distance Telephone KT 86.3 85.2 85.4 85.6
(On the Basis of Number of Subscribers) LG Dacom 3.6 3.7 3.9 4.8
Onse Telecom 1.6 1.7 1.8 2.1
SK Broadband 7.1 7.8 7.4 6.1
SK Telink 1.7 1.6 1.5 1.4
Mobile KT 31.3 31.5 31.5 32.1
(On the Basis of Number of Subscribers) SK Telecom 50.6 50.5 50.5 50.4
LG Telecom 18.1 18.0 18.0 17.5
Broadband Internet Subscriber KT 42.5 43.4 44.3 45.2
(On the Basis of Number of Subscribers) SK Broadband 23.3 22.9 24.9 25.7
LG Powercom 14.8 14.1 11.7 8.6
Service Operators 19.4 19.6 17.5 16.6

| * | In 2006 and 2007, data was provided by the Ministry of Information and Communication
(www.mic.go.kr). |
| --- | --- |
| * | In 2008, data was provided by the Korea Communications Commission (www.kcc.go.kr). |
| * | Data for broadband Internet market share for the 1st half of 2009 is as of the end of May 2009. |

(3) Market Characteristics

Our local telephone business provides universal services for homes and businesses, and despite increased marketing efforts by competitors, we maintained approximately 90.2% of the market share as of the end of June, 2009. Although Public Switched Telephone Network (PSTN) sales and the number of PSTN subscribers are on a gradual decline due to the increased use of mobile phones over traditional phones and the advancement of VoIP services as well as the expansion of local number portability, we are committed to fending off a further decline in sales by (i) increasing Average Revenue per User (ARPU) through sales of additional services, (ii) increasing customer satisfaction by offering optional calling plans and (iii) retaining existing customers through customer relationship management activities.

As for broadband Internet, we are seeking to improve our ARPU by providing competitive rates for our high-quality products, aided by the reorganization of our product lineup. We are the leader in terms of both speed and quality in a market with intense price competition, mostly through our dominance in supplying FTTH services. Our ultimate goal is to be a market leader in offering next generation services, such as IPTV, through achieving 100 mega-bites access for ordinary households.

As for the mobile services, despite facing a slow growing and highly competitive market for attracting new customers, we are continuously focusing on expanding our customer base by attracting new subscribers for our bundled services and “Show King Sponsor” program.

(4) Status and Forecast of New Business

In order to overcome present market obstacles of growth limits of the voice business market and the sluggish growth of the broadband Internet access services, we have been actively involved in developing a wide range of new businesses with growth prospects.

We aim to create a digital entertainment world that will enrich our customers’ lives through a ubiquitous environment which can be accessed through various terminals anytime anywhere; to offer customers convenience solutions that they may freely use without the time or location limitations, and to offer business solutions necessary to raise corporate efficiency and competitiveness. By excelling in these new business areas, we strive to become a company that accomplishes customer value innovation while realizing our customers’ objectives.

Our SHOW WiBro (Wireless Broadband) operation enables portable broadband Internet access services, allowing universal Internet access with high transmission speeds through personal handsets or laptop computers. WiBro was first commercialized in the world using Korean technology, and we successfully provided commercial

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WiBro services in limited areas in 2006. Since April 2007, we have actively been seeking to provide WiBro services in the Seoul area, including various major buildings and university campuses in the Seoul metropolitan area. In October 2008, WiBro service in the Seoul metropolitan area was extended to 19 neighbouring cities with approximately twice the service speed as before.

Currently, anyone may utilize KT WiBro services with ultra-mobile PC (UMPC), smart phone-type WiBro phones, Portable Media Players, navigation devices or Dongle, a USB device that can be connected to any laptop computer. In addition, through the wireless sharing device “egg”, which was launched at beginning of this year, customers can enjoy SHOW WiBro through a greater variety of Wi-Fi devices. We will continue to try and expand our array of digital devices that are compatible with WiBro services.

We will promote a mobile culture for our customers through SHOW WiBro, which shall offer not only the basic Internet access function but also other individually tailored services, such as combined webmail, two-way visual communications, remote controlled home computers, information services linked with real-time search functions and mobile UCC to its users. Through SHOW WiBro, we aim to lead the Mobile 2.0 generation, the next-generation mobile environment, by accelerating the introduction of new bundled services that utilize mobile 3G technology.

IP-TV is a service that integrates telecommunications and broadcasting services, brought about by the acceleration in the development of broadband Internet network and multimedia contents in the era where traditional industries converge. IP-TV is a service that provides traditional Internet services, such as information searches, games, message exchanges, and shopping with VOD (Video on Demand) services, which allow users to watch a variety of contents, such as movies, dramas and educational programs, at any time.

From the second half of 2007 to October of 2008, only non-real time VOD services and interactive services were provided due to regulatory restrictions. However, after the passing of the Korean Internet Multimedia Broadcasting Business Law by the National Assembly in December 2007 and the granting of the IP-TV business license to KT on September 8, 2008, we have been able to provide enhanced IP-TV service, including real-time broadcasting starting November 17, 2008 for the first time in Korea. We are taking every step to provide new services such as providing nationwide QOOK TV services starting January 9, 2009, and expanding our real-time broadcasting channels up to 72 channels on July 20, 2009. By providing real IP-TV services, we will promote the convergence in telecommunications and broadcasting and grow as a digital entertainment company. In particular, we plan to minimize social and cultural gaps within the society, improve the quality of life and ultimately improve national competitiveness by (i) encouraging our customers to use media more actively, (ii) establishing an environment that promotes telecommunications related industry including contents, set-top-box (STB) and platform equipment productions, (iii) developing a business model that involves public institutions such as public schools and military and (iv) developing media-poor areas.

Our Internet phone service provides competitive voice transmission services and differentiated video communication services in order to maintain our existing fixed-line customer base and to also attract new customers. In the first half of the year, we focused on promoting our voice transmission service securing up to 800,000 subscribers. In the video communication service arena, we are gradually expanding our customer base by simultaneously targeting mass customers and high-income customers by promoting two distinctive device lineups: “economic”(4-inch LCD) and “prestige”(7-inch LCD). Marketing leverage is achieved by bundling voice transmission service with our PSTN and QOOK Internet services as well as by securing customer base through our subscription agreement policies. In particular, increase in service usage is expected from the “PSTN+VoIP” bundling customers who are provided with an additional VoIP device that is very user-friendly. In the video communication service arena, we are focusing on (i) securing new applications and providing improved services by analyzing our customer’s content usage patterns and (ii) realizing bulk sales of our “prestige” 7-inch LCD phones to large scale customers (e.g. apartment, residence complex) as well as to customers who would be interested in the contents provided (e.g. English education and BGM for stores). Our QOOK Internet phone service, in line with its role as a major telecommunication carrier, is striving to expand the future telecommunication market by creating new markets through the development of new and diversified services.

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We believe that our new businesses will not only bring about new sources of revenue for the company, but will also assist us to maintain our existing fixed-line market share as well as promote our competitiveness in the broadband Internet service market. By leveraging on our past success, we intend to continue to develop and nurture new businesses so that we can become a pioneer in the areas of fixed-line to mobile consolidation, convergence of communications, broadcasting and home appliances and cross-industry convergence.

The statements included in above section are based on our forecasts and are offered for the sole purpose of providing a better understanding of the company’s current state. Consequently, investors must not rely solely on our forecasts when making their investment decisions.

(5) Organization Chart

  1. Matters related to products

A. Status of main products

(Unit: in millions of Won)

Items — Internet Connection Product/service — Broadband internet Main brand — QOOK internet 995,127 (15.7 %)
Internet Application IDC Bizmeka 204,681 (3.2 %
Data Dedicated leased line KT 807,608 (12.7 %)
Telephone Fixed-line service KT 1,861,805 (29.4 %)
LM Fixed-line service KT 602,742 (9.5 %)
Wireless Mobile SHOW 931,365 (14.7 %)
System Integration SI KT 106,411 (1.7 %)
Real Estate Lease, development — 135,270 (2.1 %)
Sales of goods SHOW handset sales SHOW 677,441 (10.7 %)
Others Others — 14,926 (0.3 %)
Total 6,337,376 (100.0 %)

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2. Capital Expenditure

A. Capital Expenditure (First Half 2009)

(Unit : hundred million Won)
Total
Cumulative Investment Investment
Type of Investment (Second (2009
Business Unit Invesment Effect of investment (2005~2008) quarter) cumulative)
Internet business WiBro, XDSL equipment Address demands and enhancement of competence 27,827 602 910
Fixed-line business Maintenance of fixed-line facilities Address demands 5,790 100 239
Mobile business Maintenance of mobile phone facilities Address demands 31,879 1,032 2,547
Data business ATM, dedicated leased line equipment and others Address demands 13,428 328 825
Telecommunication infrastructure Transmission, cable tunnels, power facilities and others Address demands and infrastructure upgrade 34,240 1,000 1,401
Facilities and others R&D, wireline, IT facilities and others Address demands and management efficiency 12,963 162 297
Total 126,127 3,224 6,219
  • Capital expenditures of KT and KT Freetel are presented on a combined basis.

B. Capital Expenditure Plans

(Unit : hundred million Won) — Business Unit Details Type of Investment 2009
Internet business — Expansion of internet facilities WiBro, XDSL equipment 7,484
— Expansion of new business facilities such as WiBro and IP-TV
Fixed-line business — Expansion of fixed line facilities Maintenance of fixed-line facilities 1,752
— Network upgrade (PSTN à IP based)
Mobile business — Expansion of mobile facilities Maintenance of mobile phone facilities 7,907
— Expansion of CDMA coverage

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Business Unit Details Type of Investment
Data business — Expansion of ATM, dedicated leased line facilities ATM, dedicated line equipment and others 3,185
Telecommunication infrastructure — Expansion of infrastructure facilities Transmission, cable tunnels, power facilities and others 9,130
— Expansion of buildings and others
Facilities and others — Facility expansion of IT service and U-City business R&D, wireline, IT facilities and others 2,569
— Expansion of management facilities
Total 32,027

The statements included in the above are based on our forecasts and are offered to provide a better understanding of the company’s current state only. Consequently, investors must not rely solely on our forecasts when making their investment decisions.

3. Matters Related to Revenue

A. Performance in Terms of Revenue

(Unit: in millions of Won)
First Half of 28th Fiscal
Year
(For the month ended
Items June, 2009) 27th Fiscal Year (2008) 26th Fiscal Year (2007)
Internet Connection 995,127 2,129,900 2,118,670
Internet Application 204,681 540,620 389,884
Data 807,608 1,650,127 1,627,923
Telephone 1,861,805 3,984,520 4,184,668
LM 602,742 1,393,605 1,597,203
Wireless 931,365 1,563,999 1,511,452
System Integration 106,411 248,425 260,555
Real Estate 135,270 245,840 218,182
Sales of goods 677,441 — —
Others 14,926 27,799 27,845
Total 6,337,376 11,784,835 11,936,382

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B. Routes and Methods of Sales

(1) Marketing Organizational Structure

| • | Internal distribution channel: Regional Business Unit (11), district/branch offices
(326), customer center (1) and online (1) |
| --- | --- |
| • | External distribution channel: sales agencies (460), specialty stores (68), specific
service provider (17), SHOW stores (2,500, including 140 KT M&S stores) and affiliate
channels (50) |

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(2) Sales Path

• Branch offices offer sales of products and customer services.
• Sales of products and subscription to services through sales agencies: sales agencies,
agency stores, specialty stores, specific service providers, KTF SHOW stores, and
affiliates.
• Subscription to products and services through the Internet (www.qook.co.kr).
• Attracting new subscribers and increasing cross-sales through business sales
agreements.
• Utilizing distribution routes through alliance with other businesses.

(3) Methods and Conditions of Sales

(a) Sales Methods

| • | Service fees are paid in cash (wire transfer, direct bank transfer and credit cards).
Fixed and wireless telephone services are operated on a unit pricing system or partial
flat rate system and broadband Internet access service are operated on a flat rate
system. |
| --- | --- |
| • | Sale of terminals may involve installment payments. |
| • | Rental of terminals is charged on a monthly basis, and a discounted rate is applied
during the contract period. |
| • | Distribution fee is comprised of acquisition and retention fee |

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(b) Conditions for Sales

• Discount of Service Fees in accordance with the Subscription Period

Category 1 Year 2 Years 3 Years 4 Years
QOOK Internet 5% 10% 15% 20% (limited to Special)
KORNET (Express/Premium) 5% 10% 15% —
QOOK TV (Live/VOD) 5% 10% 20% —

— Additional discounts available for subscribers who have used the following services for at least 3 years

Category After 3 Years After 4 Years After 5 Years Other
QOOK Internet 2 % 3 % 5 % —
2 % 3 % 5 %
KORNET (Express/Premium) (When subscribers
sign up for an
additional 1 year
agreement) (When subscribers
sign up for an
additional 2 year
agreement) (When subscribers
sign up for an
additional 3 year
agreement) When subscribers enter into an additional agreement

• Package Discounts

QOOK Internet SHOW
1. QOOK Internet
plus SHOW 3% to 10% additional
discount for service fees
according to Agreement
terms 10% discount for monthly service fees (5% for QOOK Internet subscriptions without long-term discount agreements)
QOOK Internet KT WIBRO
2. QOOK Internet
plus KT WIBRO 3% to 10% additional
discount for service fees
according to Agreement
terms None (instead NESPOT
family provided free of
charge)
QOOK Internet QOOK TV
3. QOOK Internet
plus QOOK TV 3% to 10% additional
discount for service fees
according to Agreement
terms 3% to 10% additional
discount for service fees
according to Agreement
terms

• Discounts for Multiple Leased-Lines Subscriptions

— Local Leased-Line

Category 30,001 to 40,000 — lines 40,001 to 60,000 — lines Above 60,001 — lines Note
Discount Rate 4 % 5 % 6 % Limited to Circuits
below Low-Speed
(300bps) Level

— Long Distance Leased-Line

Category 5~9 lines Above 10 lines Note
Discount Rate 5% 10% —
  • Please refer to the explanations for each service provided on their respective websites or the relevant terms and conditions for further details.

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(4) Sales Strategy

(a) Broadband Internet Service

• Strengthen competitiveness by enhancing both quality and speed of FTTH offerings
• Satisfy a diverse range of customer needs and provide differentiated services through
development and offering of additional QOOK Internet services
• Promote specialized high-quality products and increase sales through up-selling and
retention of existing customers

(b) WiBro Service

• Improve distribution networks and strengthen handset design and service offerings
• Promote interactive stores and pursue target marketing at WiBro U-Campus, laptop
rental businesses and securities companies.
• Stimulate early market interest through promotional rate plans and package products

(c) IPTV Service

• Sell VOD-based QOOK TV products to QOOK Internet customers nationwide
• Expand client base by offering free set-top box rentals (with a 3 year subscription
contract) and opportunities to experience KT services
• Increase synergy, such as cross-selling and customer retention, through promotion of
bundling products with QOOK Internet

(d) Data Service

| • | Enhance customer value by offering high-quality exclusive networks that are stable and
unique |
| --- | --- |
| • | Offer customized services through professional consulting |

(e) Telephone Service

| • | Focus on retaining local call subscriber base by preventing LNP transfers and
cancellations |
| --- | --- |
| • | Increase sales efficiency by target marketing based on analyses of customers’ usage
patterns |
| • | Promote customer loyalty with care programs designed specifically for each customer,
and by developing services based on specific customer needs |
| • | Retain existing customers and effectively compete with Internet telephone companies
through optional calling plans and development of package products |

(f) Mobile Service

• Increase customer benefits through promotion of “Show King Sponsor” program
• Improve sales competitiveness by servicing high-end handsets and diversifying service
plans
• Become a leader in the 3G mobile (WCDMA) market by strengthening our distribution
structure and diversifying our sales channels

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| • | Increase revenue from our mobile data communication business through the expansion of
trial services and promotion of new strategic products |
| --- | --- |
| • | Focus on customer retention by engaging in care activities for preferred customers |
| • | Increased revenue through implementation of customer benefit programs primarily to
long-term preferred customers |
| • | Continuously secure competitive advantage in the 3G mobile market through (i)
achieving differentiated positioning in the market (ii) providing superior core services
to customers and (iii) providing competitive handset lineups |

(g) Bundling Service

| • | Retain existing customers by developing and promoting new QOOK Internet-based package
products and recruiting new clients for services such as SHOW WiBro and SHOW |
| --- | --- |
| • | Promote customer retention through continued development and sale of package products
of major services |

4. Research and Development Activities

A. Research and Development costs

(Units : in millions of Won) — Category First Half 2009 2008 2007 Notes
Raw material — — — —
Labor cost 27,352 69,256 65,478
Depreciation 24,747 51,637 49,524 —
Commissions 37 14,027 20,239 —
Others 49,856 214,263 236,605 —
Total R&D costs 101,992 349,183 371,846 —
Accounting treatment Research and ordinary development costs 93,762 251,141 260,445
Development cost (intangible asset) 8,230 98,042 111,401
Percentage of R&D
costs over revenue 1.61 % 2.96 % 3.12 % —

5. Other Matters Necessary for Making Investment Decisions

A. Status of patents

As of June 30, 2009, we held 5,167 registered patents domestically and 398 registered patents internationally.

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III. Financial Information

1. Summary of Financial Statements (Non-Consolidated)

(Unit: in millions of Won) As of Jun. 30, As of Dec. 31, As of Dec. 31, As of Dec. 31, As of Dec. 31,
Classification 2009 2008 2007 2006 2005
Current Assets 7,151,407 3,778,105 3,310,412 3,239,188 3,418,917
• Quick Assets 6,676,221 3,610,564 3,188,309 3,146,206 3,303,033
• Inventory 475,186 167,541 122,103 92,982 115,884
Fixed Assets 17,471,860 14,906,817 14,606,770 14,723,145 14,517,592
• Investments 1,219,481 3,517,906 3,458,580 3,661,067 3,453,071
• Tangible assets 13,755,389 10,428,674 10,448,618 10,398,084 10,411,523
• Intangible assets 1,238,487 397,046 439,738 470,782 443,098
• Other non-current assets 1,258,503 563,191 259,834 193,212 209,900
Total Assets 24,623,267 18,684,922 17,917,182 17,962,333 17,936,509
Current Liabilities 4,999,174 2,585,875 2,991,341 3,270,249 3,079,999
Fixed Liabilities 9,467,165 7,267,158 6,065,948 6,143,004 6,807,214
Total Liabilities 14,466,339 9,853,033 9,057,289 9,413,253 9,887,213
Capital 1,564,499 1,560,998 1,560,998 1,560,998 1,560,998
Capital Surplus 1,458,700 1,440,633 1,440,777 1,440,910 1,440,258
Capital Adjustments (2,509,364 ) (3,994,736 ) (3,983,929 ) (3,817,717 ) (3,870,288 )
Accumulated Comprehensive
Income (31,480 ) 10,879 (818 ) 10,978 119,658
Retained Earnings 9,674,573 9,814,115 9,842,865 9,353,911 8,798,670
Total Capital 10,156,928 8,831,889 8,859,893 8,549,080 8,049,296
(Unit: in millions of Won)
For the first
half ended For the year For the year For the year For the year
Jun. 30, ended Dec. 31, ended Dec. 31, ended Dec. 31, ended Dec 31,
Classification 2009 2008 2007 2006 2005
Sales 6,337,376 11,784,835 11,936,382 11,856,009 11,877,272
Operating Income 747,949 1,113,389 1,433,722 1,756,228 1,659,883
Ordinary Income 734,029 560,045 1,274,725 1,574,460 1,376,429
Net Income 595,650 449,810 981,967 1,233,449 1,031,810
— Basic earnings per share 2,932 2,217 4,753 5,877 4,877
— Diluted earnings per share 2,817 2,217 4,753 5,870 4,871
  • In accordance with Korean GAAP, the financial results of former KT Freetel are only reflected for the month of June 2009.

2. Summary of Financial Statements (Consolidated)

As of the end of December 31
(Unit: in millions of Won)
Classification 2008 2007 2006 2005 2004
Current Assets 7,073,826 5,642,799 5,981,420 6,131,744 6,808,977
• Quick Assets 6,648,985 5,343,695 5,744,225 5,771,631 6,434,658
• Inventory 424,841 299,104 237,195 360,113 374,319
Fixed Assets 19,064,778 18,484,086 18,261,914 18,556,973 19,664,255

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As of the end of December 31
(Unit: in millions of Won)
Classification 2008 2007 2006 2005 2004
• Investments 546,000 470,195 533,947 792,669 913,844
• Tangible assets 15,188,631 15,288,002 15,167,429 15,087,032 15,721,455
• Intangible assets 1,474,238 1,735,323 1,959,591 2,133,199 2,184,689
• Other non-current assets 1,855,909 990,566 600,947 544,073 844,267
Total Assets 26,138,604 24,126,885 24,243,334 24,688,717 26,473,232
Current Liabilities 5,241,028 5,078,621 5,423,115 4,822,341 8,334,490
Fixed Liabilities 9,809,678 7,910,498 8,122,915 9,476,442 9,112,362
Total Liabilities 15,050,706 12,989,119 13,546,030 14,298,783 17,446,852
Capital 1,560,998 1,560,998 1,560,998 1,560,998 1,560,998
Capital Surplus 1,440,633 1,440,777 1,292,475 1,389,222 1,291,617
Capital Adjustments (3,994,736 ) (3,983,929 ) (3,817,717 ) (3,868,078 ) (3,967,270 )
Accumulated Comprehensive Income 10,879 142 5,772 (3,166 ) (1,782 )
Retained Earnings 9,814,115 9,843,775 9,400,068 8,786,413 8,333,240
Minority Interest 2,256,009 2,276,003 2,267,252 2,518,213 1,809,577
Total Capital 11,087,898 11,137,766 10,697,304 10,389,934 9,026,380
For the years ended December 31
(Unit: in millions of Won)
Classification 2008 2007 2006 2005 2004
Revenues 19,644,543 18,660,082 17,824,880 17,155,455 17,068,371
Operating Income 1,427,762 1,745,341 2,383,376 2,430,942 2,480,532
Income from continuing
operations 513,290 1,096,774 1,509,721 1,365,010 1,431,147
Net Income 513,290 1,170,978 1,509,717 1,360,036 1,431,147
Consolidated Net Income 449,810 1,056,227 1,291,863 1,085,450 1,282,216
Number of consolidated
companies 33 28 23 21 13

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IV. Auditors’ Opinion

1. Auditor

First quarter 2009 2008 2007 2006
Deloitte Anjin LLC Deloitte Anjin LLC Deloitte Anjin LLC KPMG Samjong Accounting Corp.

2. Audit (or Review) Opinion

Term Audit (or Review) Opinion Issues noted
First half 2009 — Not Applicable
First half 2008 — Not Applicable
2008 Unqualified Not Applicable
2007 Unqualified Not Applicable

3. Remuneration for Independent Non-Executive Auditors for the Past Three Fiscal Years

A. Audit Contracts

(Unit: in million won, hours)
Total
Term Auditor Contents Fee Hours
First half of 2009 Deloitte Anjin LLC Quarterly and semi-annual review of financial statements 2,795 3,369
Semi-annual review of consolidated financial statements
Non-consolidated financial statements audit
Consolidated financial statements audit
Kaesong Branch Office audit
US GAAP financial statements semi-annual review
US GAAP financial statements audit
2008 Deloitte Anjin LLC Quarterly and semi-annual review of financial statements 2,319 33,858
Semi-annual review of consolidated financial statements
Non-consolidated financial statements audit
Consolidated financial statements audit
Kaesong Branch Office audit
US GAAP financial statements semi-annual review
US GAAP financial statements audit
2007 Deloitte Anjin LLC Quarterly and semi-annual review of financial statements 1,985 37,000
Semi-annual review of consolidated financial statements
Non-consolidated financial statements audit
Consolidated financial statements audit
US GAAP financial statements audit

B. Non-audit service contracts

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Term Date of contract Contents Period
2009 March 2009 Review of SEC filing documents (Form 20-F, annual report) — June 2009 45,000,000
2008 April 2008 Revision of SEC filing documents — June 2008 85,000,000
— January 2009
2007 — — — —

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V. Board of Directors and Affiliated Companies

1. Overview of the Board of Directors and Committees under the Board

A. Matters on the Board of Directors

Currently our board of directors is comprised of three standing directors and seven outside directors. Also, we have established five committees within the board of directors: (i) Audit Committee, (ii) Outside Director Candidate Nominating Committee, (iii) Evaluation and Compensation Committee, (iv) Executive Committee and (v) Related-party Transaction Committee. The Board of directors can establish additional committees, if deemed necessary.

B. Major Activities of the Board of Directors

Results Outside Directors — Paul C. Jeong Si-Chin In-Man
Meeting of Yi Suk Koh Kang Joon Park Song
Order Date Agenda discussion Voting Result
1 Jan. 14 Appointment of Chairman of BOD and members of committees Appointed For For For For For
2 Jan. 20 Proposal for merger with KT Freetel Co., Original proposal approved For For For For For
Proposal for of issuance of exchangeable bonds Original proposal approved For For For For For
Proposal for closing of books of records Original proposal approved For For For For For
Proposal for appointments of members of Outside Director Nominating Committee Members appointed For For For For For
3 Jan. 22 Approval of Financial Statements of the 27th Term Original proposal approved For For For For For
Business Report of the 27th Term Original proposal approved For For For For For
Plan for issuance of bonds for the first half year Original proposal approved For For For For For
4 Feb. 6 Approval on nominated candidate for standing directors Original proposal approved For For For For For
Proposal on remuneration standards and payment methods for the President and Executive Directors Original proposal approved For For For For For
Approval of the proposal for limit on remuneration of Directors for 2009 Original proposal approved For For For For For
Approval of Financial Statements of the 27th Term Original proposal approved For For For For For
Business Report of the 27th Term Original proposal approved For For For For For
Report on operational condition of internal accounting management system of Fiscal Year 2008 Original proposal received For For For For For
Convocation of Annual General Meeting of Shareholders of 27th Term Original proposal approved For For For For For
Report on validity of the Audit Committee Original proposal approved For For For For For

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Results Outside Directors — Paul C. Jeong Si-Chin In-Man
Meeting of Yi Suk Koh Kang Joon Park Song
Order Date Agenda discussion Voting Result
5 Feb. 24 Proposal for amendment of articles of incorporation Original proposal approved Absent For For For For
Convocation of Extraordinary General Meeting of Shareholders Original proposal approved Absent For For For For
2009 Management plan Original proposal approved Absent For For For For
Disposal of treasury shares for payment of long-term incentives Original proposal approved Absent For For For For
Proposal to withhold payment of incentives to former CEO Original proposal approved Absent For For For For
Report on operational condition of internal accounting management system of Fiscal Year 2007 (prepared by the Audit Committee) Original proposal received Absent For For For For
  • Choon-Ho Lee, E.Han Kim, Jeung-Soo Huh were newly elected as outside directors at the annual general meeting of shareholders held on March 6, 2009
Outside Directors
Jeong Si- In- Choon- Jeung
Results Paul Suk Chin Joon Man Ho E.Han -Soo
Meeting of C. Yi Koh Kang Park Song Lee Kim Huh
Order Date Agenda discussion Voting Result
6 Mar.6, 2009 Appointments of Chairman of BOD and members of committees Appointed For For For For For For For For
Shareholder value enhancement plan Original proposal approved For For For For For For For For
  • Paul C. Yi resigned as our outside director on March 6, 2009
Outside Directors
Jeong Jeung-
Results E.Han Suk Si-Chin Joon In-Man Choon- Soo
Meeting of Kim Koh Kang Park Song Ho Lee Huh
Order Date Agenda discussion Voting Result
7 Mar.27, 2009 Proposal for equity investment to KTSC Original proposal approved For Absent For For For For For
Plan for amendments of BOD and
committee regulations Original proposal approved For Absent For For For For For

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Outside Directors
Jeong Jeung-
Results E.Han Suk Si-Chin Joon In-Man Choon- Soo
Meeting of Kim Koh Kang Park Song Ho Lee Huh
Order Date Agenda discussion Voting Result
8 May 7, 2009 Proposal for amendment of
executive directors committee Original proposal approved For For For For For For For
Payment of long-term incentives Original proposal approved For For For For For For For
Report on statement of
accounts for the first quarter
of fiscal year 2009 Original proposal approved For For For For For For For
Proposal for organization and
operation plan of the
corporate governance
enhancement committee Original proposal approved For For For For For For For
9 May 20, 2009 Proposal on disposal of
treasury shares for the issue
of EB and exchange of merger
price Original proposal approved For For For For For For For
Proposal on classification,
number and remuneration limit
of executive officers Original proposal approved For For For For For For For
10 Jun. 1, 2009 Report on announcement of
merger completion between KT
and KT Freetel Original proposal approved For For For For For For For

C. Committees within the Board of Directors

(1) Status of committees within the Board of Directors

Name — (Jan.14~Mar.6 Purpose of Establishment and Note — (As of March 6,
Title Organization ‘09) Authority 2009)
Evaluation and
Compensation
Committee 5 Outside Directors 3 Outside Directors Matters on management agreement with the president and assessment of president 4 Outside Directors
Jeong Suk Koh Jeong Suk Koh
(Chairperson) (Chairperson)
Si-Chin Kang In-Man Song
In-Man Song Choon Ho Lee
Jeung Soo Huh
Executive Committee 3 Standing Directors Suk-Chae Lee Management and financial matters authorized by the Board of Directors Suk-Chae Lee
(Chairperson) (Chairperson)
Jeong-Soo Suh Sang Hoon Lee
Jong-Lok Yoon* Hyun-Myung Pyo
Related-party Transaction Committee 4 Outside Directors 4 Outside Directors Internal transactions that require resolution by the Board of Directors as stipulated by the ‘Antitrust Regulation and Fair Trade Law’ and ‘Securities and Exchange Act’ Joon Park
Paul C.Yi (Chairperson)
(Chairperson) Jeong Suk Koh
Jeong Suk Koh Choon Ho Lee
Joon Park Jeung Soo Huh
In-Man Song
Corporate Governance Committee 5 Outside Directors, 1 Standing Director — Enhancement of corporate governance E.Han Kim
(Chairperson),
Jeong Suk Koh,
Si-Chin Kang,
Joon Park,
Choon Ho Lee,
Hyun-Myung Pyo

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Name — (Jan.14~Mar.6 Purpose of Establishment and Note — (As of March 6,
Title Organization ‘09) Authority 2009)
Outside Director Candidate Recommendation Committee See V. Management and Affiliated Companies —
1. Overview of the Board of Directors and Committees under the Board
D. Independence of Directors
Audit Committee See V. Management and Affiliated Companies —
B. Audit Committee
  • resigned as of January 22, 2009

(2) Main activities of committees

(a) Evaluation and Compensation Committee

Independent and Non-Executive Directors
Jeong Suk
Koh Si-Chin Kang In-Man Song
Attendance Attendance Attendance
Meeting Results 100% 100% 100%
Date Agenda on discussion Voting Result
Feb.4, 2009 Proposal for remuneration standards and payment methods for the president and standing directors Original proposal approved For For For
Proposal for limit on remuneration of directors Original proposal approved For For For
Results of 2008 CEO management assessment Request for revision Against Against Against
Proposal for president’s management index Conditional approval Conditional approval Conditional approval Conditional approval
Feb.6, 2009 Results of 2008 CEO management assessment Original proposal approved For For For
Feb. 18, 2009 Proposal for payment of long-term incentives Original proposal approved For For For
Proposal to withhold payment of incentives to former CEO Original proposal approved For For For
Feb. 24, 2009 2009 CEO management goal Original proposal approved For For For
  • On March 6, 2009, new committee members were elected (Jeong Suk Koh, In-Man Song, Choon Ho Lee, Jeung Soo Huh)

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Independent and Non-Executive Directors — Jeong Suk In-Man Choon Ho Jeung Soo
Koh Song Lee Huh
Attendance Attendance Attendance Attendance
Meeting Results 100% 100% 100% 100%
Date Agenda of discussion Voting Result
Apr. 29, 2009 Payment of long-term incentives for fiscal year 2009 Original proposal approved For For For For
Plan for assessment of fiscal year 2009 performance indexes Original proposal approved For For For For

(b) Executive Committee

Executive Directors — Suk-Chae Jeong-Soo Jong-Lok
Lee Suh Yoon
Attendance Attendance Attendance
Meeting Results 100% 100% 100%
Date Agenda of discussion Voting Result
Jan. 12, 2009 Proposal for the establishment, relocation and closing of branch offices Original proposal approved — For For
Feb. 16, 2009 Plan for issuance of bonds for the first half year Original proposal approved For For —
Feb. 24, 2009 Plan for relocation of branch offices Original proposal approved For For —
May 6, 2009 Proposal for renaming and relocation of branch offices Original proposal approved For For For
Jun. 1, 2009 Proposal for establishment, renaming and closure of branch offices Original proposal approved For For For

(c) Corporate Governance Committee

Independent and Non-Executive Directors — E.Han Jeong Si-Chin Joon Choon-
Kim Suk Koh Kang Park Ho Lee
Attendance Attendance Attendance Attendance Attendance
Meeting Results 100% 100% 100% 100% 100%
Date Agenda of discussion Voting Result
May. 20, 2009 Corporate governance benchmarks and related key issues Original proposal approved For For For For For

D. Independence of Directors

(1) Standards for appointment of directors

In order to ensure independency and transparency, the Outside Director Nominating Committee appoints outside director candidates to be nominated for election at the general meeting of shareholders. If necessary, the committee can appoint a research institution and establish a candidate nominating advisory council. Legally unqualified candidates are not nominated.

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(2) Background for candidate nomination

Transaction with
company/ Relationship
Outside Director Reason for nomination Acting committee with major shareholders
Jeong Suk Koh Expertise in investment Evaluation and
compensation
committee
(Chairman),
Related-party
Transaction
Committee None
Choon-Ho Lee Expertise in media business Evaluation and
compensation
committee
(Chairman),
Related-party
Transaction
Committee None
Jeong Soo Huh Expertise in new and
renewable energy Evaluation and
compensation
committee
(Chairman),
Related-party
Transaction
Committee None

(3) Separate committee established for nomination of outside director candidate

• Appointment of Members and Chairman of the Outside Director Candidate Nominating Committee (January 20, 2009)

Name Outside Director Note
Paul C. Yi O At least half of the directors shall
be Outside Directors (satisfied the
requirement of Article 542-8 of the
Commercial Code)
Jeong Suk Koh O
Si-Chin Kang O
In-Man Song O
Joon Park O
Jeong-Soo Suh X
Executive
Independent and Non-Executive Directors Director
Jeong Suk Si-Chin In-Man Jeong-Soo
Paul C. Yi Koh Kang Song Joon Park Suh
Attendance Attendance Attendance Attendance Attendance Attendance
Results 100% 100% 100% 100% 100% 100%
Meeting Date Agenda of discussion Voting Result
Jan. 20 Support plan for
the recommendation
of Outside Director
candidates Original proposal approved For For For For For For
Jan.29 Appointment of
outside director
candidates Original proposal received For For For For For For
Feb.4 Final nomination of
candidates for
Outside Directors — Choon-Ho Lee,
Jeong-Soo Huh,
E.Han Kim Advisory council organized For For For For For For

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2. Matters on Audit Procedure

A. Personal Information of Members of the Audit Committee (As of June 30, 2009)

Name Experience
Si-Chin Kang — Master in Business Administration, Korea University — Audit Committee, Standard Chartered First Bank — Auditor, Catholic Education Foundation
In-Man Song — Ph.D in Business Administration, University of Wisconsin-Madison — IFRS Advisor, Financial Supervisory Service (present) — Professor, Graduate School of Business Sungkyunkwan University
Joon Park — LL.M., Harvard Law School — Attorney-at-law, Kim&Chang, Seoul, Korea — Professor, College of Law, Seoul National University
E.Han Kim — Ph.D. in finance, State University of New York at Buffalo — Independent Director and Chairman of board of directors, POSCO — Endowed Chair Professor and Director of Financial Research Center, University of Michigan

B. Audit committee independence

We have established an audit committee within our BOD and its members are elected at the general meeting of shareholders. All four of our audit committee members are outside directors and three of them are financial experts. The audit committee functions independently to KT and is entitled to request for information on business matters and evaluate KT financial status.

Outside Transaction with — company/ Relationship
Director Reason for nomination Acting committee with major shareholders
E.Han Kim Expertise in finance Chairman, audit committee None
Si-Chin Kang Expertise in finance Audit committee (chairman) None
In-Man Song Expertise in finance Audit committee, evaluation and compensation
committee None
Joon Park Expertise in law Audit committee, Related-party transaction committee None

C. Audit committee main activities

Order Date Subject Result of Discussion
First Jan.14, 2009 Appointment of the Chairman of the Audit Committee Chairman appointed
Agreement of appointments and dismissals of
internal auditors Original proposal approved
Second Jan.21, 2009 Report on approval of Financial Statements of the
27th Term Original proposal received
Report on Business Report of the 27th term Original proposal received
Report on final audit of fiscal year 2008 Original proposal received
Third Feb. 4, 2009 Approval of consolidated company’s independent
auditor and remuneration for fiscal year 2008 Revision requested
Report on operational condition of internal
accounting management system of Fiscal Year 2008 Original proposal received
Report on operational condition of internal
accounting management system of Fiscal Year 2007
(prepared by Audit Committee) Original proposal received
Report on validity of audit committee Original proposal received
Report on 2008 audit results and 2009 audit plans Original proposal received
Fourth Feb. 6, 2009 Approval of independent auditor and remuneration
of consolidated companies for Fiscal Year 2008 Original proposal approved
Fifth Feb. 18, 2009 Report on agenda of 27th Annual General Meeting
of Shareholders and results on document
examination Original report received

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Order Date Subject Result of Discussion
Audit report for 27th Annual General Meeting of
Shareholders Original report received
Written Opinion on operational status of internal
compliance device of the Audit Committee Reexamination requested
Sixth Feb. 24, 2009 Report on operational condition of internal
accounting management system of Fiscal Year 2007
(prepared by Audit Committee) Original report received
Written Opinion on operational status of internal
compliance device of the Audit Committee Original report received
Seventh Mar. 20, 2009 Approval of remuneration to independent auditor
for Fiscal Year 2009 Original proposal approved
Approval of independent auditor and remuneration
of consolidated companies for Fiscal Year 2009 Original proposal approved
Report on consolidated financial statements audit for fiscal year 2008 Original report received
Report on agenda of Extraordinary General Meeting
of Shareholders and results on document
examination Original report received

3. Matters on Shareholder’s Exercise of Voting Right

A. Adoption of Cumulative Voting System

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

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)

C. Exercise of Minority Shareholders’ Rights

The minority shareholders’ rights were exercised most recently at the 24th General Meeting of Shareholders in 2006.

24th General Meeting of Shareholders (March 10, 2006)

Contents of the
Minority
Shareholder Shareholder’s Right Purpose of Exercise Result Note
Jai Sik Ji
and others Shareholder
proposal on the
subject matter of
the general meeting
of shareholders Recommendation of
Outside Director
candidates who will
also be members of
the Audit Committee Candidates
recommended through
shareholder
proposals failed to
be appointed at the
General Meeting of
Shareholders
(cumulative voting) Article 191-14 of
the Securities and
Exchange Act
Jai Sik Ji
and others Request for cumulative voting Request for
cumulative voting
for appointment of
Outside Director
candidates who will
also be members of
the Audit Committee Candidates
recommended through
shareholder
proposals failed to
be appointed at the
General Meeting of
Shareholders
(cumulative voting) Article 191-18 of
the Securities and
Exchange Act

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LANDSCAPE

4. Affiliated companies

(As of June 30, 2009)

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VI. Management and Employees

1. Remuneration to Executive Officers

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

(Unit: in hundred millions of Won)
Amount Approved by Average
Total the General Meeting of Amount Paid Fair Value of
Category Amount Paid Shareholders per Person Stock Option Weight Reference
3 Standing Directors 4.26 45 1.42 — — —
7 Outside Directors 2.1 0.3 — — —
  • Performance-based compensation made at year end.

B. Grant and Exercise of Stock Option

As of June 30, 2009 (Unit: Won, shares)
Shares to
be given
Date of upon Type of Changed Volume Period for Exercise
Holder Position Grant exercise Share Granted Exercised Revoked Unexercised Exercise Price
Woo Sik Kim Standing Director 3/25/2002 Treasury Share Common Share 4,171 — — 4,171 3/25/2005 to
3/24/2010 62,814
Won Pyo Hong Standing Director 3/25/2002 Treasury Share Common Share 4,171 — — 4,171 3/25/2005 to
3/24/2010 62,814
Min Hee Lee Standing Director 3/25/2002 Treasury Share Common Share 4,171 — — 4,171 3/25/2005 to
3/24/2010 62,814
Ju-Young Song Standing Director 3/25/2002 Treasury Share Common Share 4,171 — — 4,171 3/25/2005 to
3/24/2010 62,814
Lee-Sun Kim Standing Director 3/25/2002 Treasury Share Common Share 3,883 — — 3,883 3/25/2005 to 3/24/2010 62,814
Yong Kyung Lee Standing Director 12/26/2002 Treasury Share Common Share 300,000 — 46,900 253,100 12/27/2004 to 12/26/2009 70,000
Tae-Won Chung Standing Director 12/26/2002 Treasury Share Common Share 100,000 — 54,855 45,145 12/27/2004 to 12/26/2009 70,000
Young-Han Song Standing Director 12/26/2002 Treasury Share Common Share 60,000 — 31,283 28,717 12/27/2004 to 12/26/2009 70,000
Ahn-Yong Choi Standing Director 12/26/2002 Treasury Share Common Share 60,000 — 27,830 32,170 12/27/2004 to 12/26/2009 70,000
Hong-Sik Chun Standing Director 12/26/2002 Treasury Share Common Share 100,000 — 87,500 12,500 12/27/2004 to 12/26/2009 70,000
Jung-Eung Kim Outside Director 9/8/2003 Treasury Share Common Share 7,120 — 3,524 3,596 9/9/2005 to 9/8/2010 41,711
Il-Chong Nam Outside Director 9/8/2003 Treasury Share Common Share 7,120 — 3,524 3,596 9/9/2005 to 9/8/2010 41,711
Sung-Chul Jun Outside Director 9/8/2003 Treasury Share Common Share 7,120 — 3,524 3,596 9/9/2005 to 9/8/2010 41,711
Young-Ju Cho Standing Director 9/8/2003 Treasury Share Common Share 43,154 — 2,345 40,809 9/9/2005 to 9/8/2010 41,711
In-Mu Huh Executive Officer 9/8/2003 Treasury Share Common Share 28,769 25,533 3,236 9/9/2005 to 9/8/2010 41,711
Ju-Young Song Executive Officer 9/8/2003 Treasury Share Common Share 28,769 1,524 27,245 9/9/2005 to 9/8/2010 41,711
Min-Hee Lee Executive Officer 9/8/2003 Treasury Share Common Share 21,577 1,173 20,404 9/9/2005 to 9/8/2010 41,711
Su-Sung Jung Executive Officer 9/8/2003 Treasury Share Common Share 21,577 1,173 20,404 9/9/2005 to 9/8/2010 41,711
Suh-Hwan Cho Executive Officer 9/8/2003 Treasury Share Common Share 21,577 1,173 20,404 9/9/2005 to 9/8/2010 41,711
Hyun-Myung Pyo Executive Officer 9/8/2003 Treasury Share Common Share 21,577 1,173 20,404 9/9/2005 to 9/8/2010 41,711
Hun-Chul Shin Executive Officer 9/8/2003 Treasury Share Common Share 21,577 19,779 1,798 9/9/2005 to 9/8/2010 41,711

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Shares to
be given
Date of upon Type of Changed Volume Period for Exercise
Holder Position Grant exercise Share Granted Exercised Revoked Unexercised Exercise Price
Moon-Ho Lee Executive Officer 9/8/2003 Treasury Share Common Share 21,577 1,173 20,404 9/9/2005 to 9/8/2010 41,711
Tae-Bum Roh Executive Officer 9/8/2003 Treasury Share Common Share 21,577 7,975 13,602 9/9/2005 to 9/8/2010 41,711
Ki-Chul Kim Executive Officer 9/8/2003 Treasury Share Common Share 21,577 1,173 20,404 9/9/2005 to 9/8/2010 41,711
Hyun-June Chang Standing Director 9/16/2003 Treasury Share Common Share 5,200 — 2,200 3,000 9/17/2005 to 9/16/2010 57,000
Hui-Chang Roh Standing Director 2/4/2005 Treasury Share Common Share 60,000 — 16,847 43,153 2/5/2007 to 2/4/2012 54,600
Hong-Ki Kim Outside Director 3/4/2005 Treasury Share Common Share 6,976 — — 6,976 3/5/2007 to 3/4/2012 42,684
Jae-Chul Lee Outside Director 3/4/2005 Treasury Share Common Share 6,976 — — 6,976 3/5/2007 to 3/4/2012 42,684
Ki-Kwon Doh Outside Director 3/4/2005 Treasury Share Common Share 6,976 — — 6,976 3/5/2007 to 3/4/2012 42,684
Duk-Nam Hwang Outside Director 3/4/2005 Treasury Share Common Share 6,976 — — 6,976 3/5/2007 to 3/4/2012 42,684
Hoon Han Executive Officer 3/4/2005 Treasury Share Common Share 21,577 — 5,967 15,610 3/5/2007 to 3/4/2012 42,684
Young-Do Hong Executive Officer 3/4/2005 Treasury Share Common Share 21,577 — 3,736 17,841 3/5/2007 to 3/4/2012 42,684
Tae-Kun Kim Executive Officer 3/4/2005 Treasury Share Common Share 21,577 — 3,736 17,841 3/5/2007 to 3/4/2012 42,684
Total — — — — 1,093,070 — 355,620 737,450 — —

The weighted-average exercise price of the unexercised stock options: Won 57,476.

Remarks:

(1) Unexercised stock options of former KT Freetel and its respective exercising prices have been adjusted and incorporated in accordance with the exchange ratio stipulated in the merger agreement. (total of 319,665 shares have been added)

(2) Position is as of the date of the stock option grant.

(3) Difference between the number of shares granted and the number shares with stock option unexercised: due to adjustment of number of granted shares that are dependent on management results and duration of continuous service

2. Current Status of Employees

(As of June 30, 2009) (Unit: persons, in millions of Won)
Average Years Total
Number of Employees * in Continuous Payroll for first Average Payroll
Regular Other Total Service half per Person Note
36,587 220 36,807 19.2 1,003,787 28.28 —

1) Number of employees is as of end of June 2009 (excluding directors)

2) Former KT Freetel employee payroll has been reflected for the month of June

3) Average payroll per person has been calculated based on the average number of employees for the first half of 2009 (35,489 persons)

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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: September 17, 2009 KT Corporation
By: /s/ Thomas Bum Joon Kim
Name: Thomas Bum Joon Kim
Title: Managing Director
By: /s/ Young Jin Kim
Name: Young Jin Kim
Title: Director

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