KT CORP — M&A Activity 2009

Mar 11, 2009

6-K/A 1 h03183e6vkza.htm FORM 6-K/A e6vkza PAGEBREAK

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

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

For the month of March 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-

Folio /Folio

PAGEBREAK

Table of Contents

This Current Report on Form 6-K is being filed to be incorporated by reference into Registration Statement No. 333-156817 on Form F-4, effective February 19, 2009, relating to the merger proposal.

Folio 1 /Folio

PAGEBREAK

Table of Contents

SIGNATURES

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

Dated: March 11, 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

Folio 2 /Folio

PAGEBREAK

Table of Contents

Notice of the

Extraordinary General Meeting

of Shareholders

Folio /Folio

PAGEBREAK

TOC

CONTENTS

Notice of Annual General Meeting of Shareholders	2
Matters Requiring Resolution	3
n Agenda Item No. 1 Approval of Merger Agreement between KT and KT Freetel, Co., Ltd.	4
n Agenda Item No. 2 Amendment of Articles of Incorporation	11
Additional Information	30

/TOC

Folio 1 /Folio

PAGEBREAK

Table of Contents

Notice of Extraordinary General Meeting of Shareholders

February 25, 2009

To our Shareholders

KT will hold an Extraordinary General Meeting of Shareholders on March 27, 2009 as described below.

At the Extraordinary General Meeting, two items will be resolved, including the merger with KT Freetel.

Shareholders holding KT’s common shares as of February 5, 2009 will be entitled to vote at the Extraordinary General Meeting of Shareholders.

I look forward to your participation.

Suk Chae Lee President and Chief Executive Officer

n	Date and Time: Friday, March 27, 2009 10:00 a.m. (local time)
n	Place: Lecture Hall (2F) of KT Corporation’s R&D Center located at 17 Woomyun-dong,
Seocho-gu, Seoul, Korea
n	Record Date : February 5, 2009

Folio 2 /Folio

PAGEBREAK

Table of Contents

Matters Requiring Resolution

Folio 3 /Folio

PAGEBREAK

Table of Contents

Agenda No. 1

Approval of Merger Agreement between KT and KT Freetel, Co., LTD.

Pursuant to Article 522 of the Commercial Code (Approval of Merger Agreement), approval of the Merger Agreement with KT Freetel, Co., Ltd. is requested.

• Purpose of Merger

To meet the fixed-wireless convergence trend proactively, while achieving management efficiency and operational synergies to enhance competitiveness as a global company. KT Corporation (hereunder “KT”) and KT Freetel Co., Ltd. (hereunder “KTF”) believe the merger will :

—	maximize resource efficiency for their telecommunication operations;
—	enable them to develop customer oriented convergent services;
—	enable them to provide competitive bundled services;
—	enable them to efficiently allocate resources and reduce costs in their
telecommunication operations; and
—	strengthen their overall competitiveness in the Korean telecommunications industry.

• Companies entering Merger Agreement

Entity to Survive after Merger	KT Corporation
Address	206 Jungja-dong Bundang-gu, Seongnam City, Gyeonggi Province

Folio 4 /Folio

PAGEBREAK

Table of Contents

	President	Suk Chae Lee
Entity to Cease
Existence after
Merger	Name	KT Freetel Co., Ltd.
	Address	7-18 Shinchun-dong, Songpa-gu, Seoul
	President	Haing Min Kwon

• Proposed Merger

KTF will be merged with and into KT, with KT being the surviving entity.

• Merger Ratio and Basis of Calculation

(1) Merger Ratio

The exchange ratio for the shares of KT and KTF, respectively, shall be 1: 0.7192335.

(2) Basis of Calculation of Merger Ratio

As both KT and KTF are public listed companies, the Merger Share Price is set pursuant to Article 84-7, Paragraph 1 of the former Enforcement Decree of the Securities and Exchange Act and Article 36-12, Paragraph 1 of its Enforcement Regulation, to derive the exchange ratio for the shares of KT and KTF.

• Merger Procedure

(1) Issuance of KT Shares to KTF Shareholders

In the merger, KTF common shareholders as of the Merger Date (expected to be May 18, 2009) will receive 0.7192335 shares of KT common share (par value KRW 5,000) for every one share of KTF common share they own. KT shares exchanged for KTF shares will be either KT Treasury Shares or

Folio 5 /Folio

PAGEBREAK

Table of Contents

KT New Shares.

The number of the New Shares to be issued and the Treasury Shares to be delivered and the amount of paid-in capital may be adjusted in the event (i) the adjustment is necessary to comply with the limitation on foreign shareholding of KT shares under Article 6, Paragraph (1) of the Telecommunication Business Act of Korea, (ii) KTF acquires its own shares as a result of the exercise of appraisal rights by its shareholders who oppose the Merger, or (iii) the payment is made with respect to any fractional shares arising as a result of the issuance of new shares to KTF shareholders; provided , that any such adjustment shall not affect the Merger Ratio.

(2) Obligations to KTF Shareholders

KT, by merging and acquiring KTF, bears no obligations to deliver to KTF Shareholders other than KT Treasury Shares or KT New Shares as calculated using the Merger Ratio.

• Merger Timeline

BOD Resolution and Execution of Merger Agreement	January 20, 2009
Record Date	February 5, 2009
Merger EGM	March 27, 2009
Merger Date	May 18, 2009

• The above mentioned timeline is subject to change due to regulatory matters,

Folio 6 /Folio

PAGEBREAK

Table of Contents

negotiations with related parties and other matters.

• Other Matters to be Considered

(1) Conditions Precedent

The obligations of each KT and KTF to complete the Merger under the Merger Agreement (the “Agreement”) is subject to the satisfaction prior to or on the Merger Date of the conditions set forth below; provided , that KT and KTF may waive or provide exemption from any of the conditions specified below, in whole or in part, in writing:

| 1. | Authorizations . The authorization and approval for the Merger by the board of
directors and at the general shareholders meeting of KT and KTF, and any and all necessary
governmental approvals set forth in Article 10.2.4 of the Merger Agreement shall have been
obtained, and all requirements under the applicable laws and regulations of Korea should
have been satisfied, as required for the execution of this Agreement and the consummation of
the transactions contemplated by this Agreement. |
| --- | --- |
| 2. | Representations and Warranties . The representations and warranties of KT and KTF
made in Article 10 of the Merger Agreement shall be true and correct in all material
respects as of the date hereof and as of the Merger Date. |
| 3. | Covenants . All covenants and other obligations required to be performed by KT
and KTF as set forth in Article 11 of the Merger |

Folio 7 /Folio

PAGEBREAK

Table of Contents

Agreement hereof shall have been performed in all material respects.

1. No Material Adverse Change. From the date of this Agreement until the Merger Date, any material adverse change shall not have occurred in the assets or business conditions of either KT or KTF.

(2) Termination

The Merger Agreement may be terminated at any time prior to the Merger Date if any of the following events occur; provided , that any party liable for the occurrence of any event of termination may not terminate this Agreement:

1.	if KT and KTF mutually agree in writing to terminate this Agreement;
2.	if the proceeding for bankruptcy, dissolution, liquidation, insolvency or rehabilitation
commences or an application thereof has been made to commence any such proceeding with
respect to either KT or KTF;
3.	(i) if shareholders’ approval for the Merger is not obtained at either KT or KTF within
three (3) months from the closure of shareholders registry to determine the shareholders
entitled to exercise voting rights at the general shareholders’ meeting convened for the
purpose of approving the Merger, (ii) any governmental approval necessary for the Merger as
set forth in Article 10.2.4 of the Merger Agreement is definitively rejected by the relevant
governmental authority even prior to the expiry of the three (3) month period prescribed in (i)

Folio 8 /Folio

PAGEBREAK

Table of Contents

above, or (iii) it becomes evident that it will be infeasible or illegal to consummate the Merger under this Agreement due to a change in the laws or governmental restrictions but KT and KTF do not otherwise agree on alternative terms within thirty (30) days from the occurrence of such event;

| 4. | if a material adverse effect results from a breach by either KT or KTF of any of its
respective representations and warranties, covenants or arrangements under this Agreement,
and such breach fails to be cured within thirty (30) days from the receipt of a written
notice requiring to cure such breach delivered by the non-breaching party; |
| --- | --- |
| 5. | if either the aggregate purchase price to be paid by KT to its shareholders who exercise
appraisal rights exceeds 1 trillion Won , or the aggregate purchase price to be paid by KTF
to its shareholders who exercise appraisal rights exceeds 700 billion Won; |
| 6. | if from the date of this Agreement until the Merger Date, there is a material adverse
change in the financial condition, results of operation, the business condition or
prospects, of either KT or KTF; or |
| 7. | when the governmental approvals necessary for the Merger set forth in Article 10.2.4 of
the Merger Agreement have been obtained, but such approvals include conditions which (i) if
complied with, are reasonably expected to result in a material adverse change in the
financial condition, results of operation, the business condition or |

Folio 9 /Folio

PAGEBREAK

Table of Contents

prospects of KT, or (ii) are impossible or extremely difficult to comply with within the time period set forth in such approvals.

(3) Dividend

KT may distribute dividends for the fiscal year 2008. The amount of dividends, which shall not exceed 400 billion Korean Won, shall be determined at the Annual General Meeting of Shareholders for the fiscal year 2008.

(4) Merger Agreement

Full details of the Merger Agreement can be found in the Registration Statement on Form F-4 filed with the SEC on January 21, 2009.

Folio 10 /Folio

PAGEBREAK

Table of Contents

Agenda No. 2

Amendment of Articles of Incorporation

Pursuant to Article 433 of the Commercial Code (Method of Amendment of Articles of Incorporation), approval of the following amendment of the Articles of Incorporation is requested.

The proposed amendment and the reasons for the amendment are as follows:

*•* Business Purpose

KT proposes to amend Article 2 (Purpose) of the Articles of Incorporation to include services currently provided by KTF, including frequency-based telecommunication services, as well as “New and Renewable Energy and Energy Generation Business,” to pursue new growth opportunities in the alternative energy industry.

In accordance to the Kyoto Protocol the Korean government plans to introduce Greenhouse gas emission reduction policies and by 2010 start levying carbon tax. Thus increasing the need for companies to implement ways to efficiently manage energy or create non-polluting green energy. Each year, KT’s Internet Data Service business and telecommunication facilities consume more than 150 billion Won in energy which makes KT a considerable energy consuming and carbon emitting entity. KT’s plan is to strategically expand into the alternative energy generation business, such as the geothermal or solar energy, by utilizing the accumulated knowledge and

Folio 11 /Folio

PAGEBREAK

Table of Contents

resources in the power management field, as well as the idle space resulting from KT’s Broadband Convergence Network(BcN) plan. By doing so, KT pursues to enhance its image as an environmentally friendly company, as well as, reduce energy costs and achieve growth synergy.

*•* Classification of Executive Officers

KT proposes to amend Article 35 (Executive Officers) of the Articles of Incorporation as the current definition of executive officers, “Senior Executive Vice President, Executive Vice President, Senior Vice President, and Vice President” restricts changes to adapt to with the changing business environment. KT proposes to allow the Board of Directors to determine the classification of executive directors, providing flexibility to the President and other Directors to nominate experts from a wider pool of resources with experience and competence.

*•* Resolution and Delegation

KT proposes to amend Article 38 (Resolution and Delegation) of the Articles of Incorporation to ease the requirement for Board approval for sale of equity in KT’s subsidiaries that accompanies transfer of management. Due to the expanded scope and complexity of KT’s business, regulatory requirements and legal requirements to establish special purpose companies during bids for contracts, KT has an increasing need to sell equity of small subsidiaries. KT proposes to supplement the amendment by concurrently amending the regulations of the board of directors to include a board resolution requirement for sale of equity in small subsidiaries. Currently,

Folio 12 /Folio

PAGEBREAK

Table of Contents

KT has an asymmetric decision-making structure as it’s articles of incorporation requires approval by two-thirds of the directors in office on the sale of equity decisions, whereas in the case of investment decisions it only requires the majority of the votes. Such asymmetric decision making structure has no precedent in the Korean market. The standard Articles of Incorporation established by the Korean Listed Companies Association stipulates majority of affirmative votes of the directors for general resolutions. In addition Korean disclosure regulations require that only equity sales that are 2.5% in excess of total shareholder’s equity (222 billion Won as of December 2008) be disclosed. KT intends to ease resolution requirements only for equity sales smaller than 10 billion Won.

• Amendment of the Korean translation of the term “President” from “ sajang ” to “ hwejang ”

KT proposes to amend all the Articles containing the term “ sajang ” (translates as “President”) by replacing the term with “ hwejang ” in order to clarify the difference in scope of management role and responsibility of the President ( hwejang ) of KT, with the President ( sajang ) of KT subsidiaries. The term “ hwejang ” better describes the position as President of KT’s Group and it is a widely used terminology by business groups in Korea.

• Amendment of references to “Securities and Exchange Act” into references to “Financial Investment Services and Capital Markets Act” and “Commercial Code”

The Securities and Exchange Act (“SEA”) was repealed as of February 4, 2009 and the matters previously regulated by the SEA are now regulated by

Folio 13 /Folio

PAGEBREAK

Table of Contents

the Financial Investment Services and Capital Markets Act which became effective as of the same date, and the Commercial Code. KT proposes to amend all the Articles referring to the former “Securities and Exchange Act” by replacing such term with either the “Financial Investment Services and Capital Markets Act” or the “Commercial Code” as appropriate to reflect this change in legislation.

Folio 14 /Folio

PAGEBREAK

Table of Contents

l Comparison between the Articles of Incorporation before and after amendments:

Before Amendment	After Amendment
Article 2. (Purpose)	Article 2. (Purpose)
The objective of KT is to engage in the following
business activities:	The objective of KT is to engage in the
following business activities:
1. Information and communications business;	1. Information and communications business;
<...omitted...>	<...omitted...>
14. Any and all other activities or businesses
incidental to or necessary for the attainment of the
foregoing.	14. Frequency-based telecommunications
services and other telecommunications
services
	15. Value-added telecommunications business
	16. Manufacture, provision (screening) and
distribution of contents such as musical
records, music videos, movies, videos and
games
	17. Issuance and management of pre-paid
electronic payment instruments, and
businesses related to electronic finance
such as payment gateway services
	18. Sales and leasing of equipment and
facilities related to the activities
mentioned in Subparagraphs 14 through 17
	19. Any overseas business or export and
import business related to activities
mentioned in Subparagraphs 14 through 18
	20. Tourism
	21. Insurance agency business
	22. New and renewable energy and energy
generation business
	23. Any and all other activities or

Folio 15 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
	businesses incidental to or necessary for
attainment of the foregoing.
Article 9 (Preemptive Rights)	Article 9 (Preemptive Rights)
<...omitted...>	<...omitted...>
(2) Notwithstanding Paragraph (1) above, new shares may
be issued to persons other than the shareholders of KT,
in the following cases:	(2) Notwithstanding Paragraph (1) above, new
shares may be issued to persons other than
the shareholders of KT, in the following
cases:
1. When the new shares are issued by public
offering or subscribed by underwriters pursuant to Article 2 and Article 8 of the Securities and
Exchange Act (“SEA”) ;	1. When the new shares are issued by public
offering or subscribed by underwriters
pursuant to Article 4 and Article 119 of the
Financial Investment Services and Capital
Markets Act (“FSCMA”) ;
2. When the members of the Employee Stock
Ownership Association of KT have preemptive rights to
subscribe for such new shares pursuant to Article 191-7
of the SEA ;	2. When the members of the Employee Stock
Ownership Association of KT have preemptive
rights to subscribe for such new shares
pursuant to Article 165-7 of the FSCMA ;
3. When the new shares are represented by
depositary receipt pursuant to Article 192 of the
SEA ;	3. When the new shares are represented by
depositary receipt pursuant to Article
165-16 of the FSCMA
<...omitted...>	<...omitted...>
6. When the new shares are issued by a resolution
of the Board of Directors through a general public
offering pursuant to Article 189-3 of the SEA .
However, in such case, the total number of the shares
to be issued shall not exceed ten percent (10%) of the
total number of KT issued and outstanding; or	6. When the new shares are issued by a
resolution of the Board of Directors through
a general public offering pursuant to Article 165-6 of the FSCMA . However, in such
case, the total number of the shares to be
issued shall not exceed ten percent (10%) of
the total number of KT issued and
outstanding; or
<...omitted below...>	<...omitted below...>
Article 10 (Stock Options)	Article 10 (Stock Options)
(1) KT may grant stock options to its officers
and employees who have contributed, or are capable of
contributing, to the establishment,	(1) KT may grant stock options to its
officers and employees who have contributed,
or are capable of contributing, to the
establishment,

Folio 16 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
management or technical innovation of KT, except for
officers or employees in any of the following cases, by
a Special Resolution of the General Meeting of
Shareholders pursuant to Article 189-4 of the
SEA , to the extent not exceeding fifteen percent
(15%) of the total number of issued shares, provided
that KT may grant stock options by a resolution of the
Board of Directors adopted by affirmative votes of
two-thirds (2/3) of the directors in offices, to the
extent not exceeding one percent (1%) of the total
number of issued shares. In such case, the provision
of the latter part of the Proviso of Paragraph 1 of
Article 38 shall apply mutatis mutandis:	management or technical innovation of KT,
except for officers or employees in any of
the following cases, by a Special Resolution
of the General Meeting of Shareholders
pursuant to Article 340-2 and Article 542-3
of the Commercial Code of Korea , to the
extent not exceeding fifteen percent (15%)
of the total number of issued shares,
provided that KT may grant stock options by
a resolution of the Board of Directors
adopted by affirmative votes of two-thirds
(2/3) of the directors in offices, to the
extent not exceeding one percent (1%) of the
total number of issued shares. In such case,
the provision of the latter part of the
Proviso of Paragraph 1 of Article 38 shall
apply mutatis mutandis:
1. The largest shareholder of KT and the Related
Person thereto (refers to the Related Person as
prescribed in Paragraph 2 , Article 10-3 of
the Enforcement Decree of the SEA . The same shall
apply in this Article);	1. The largest shareholder of KT and the
Related Person thereto (refers to the
Related Person as prescribed in Paragraph
2-5 , Article 542-8 of the Commercial Code of
Korea . The same shall apply in this
Article);
2. Major Shareholders (refers to the Major Shareholders
as prescribed in Paragraph (1) of Article 188 of the
SEA . The same shall apply hereinafter) and the Related
Person thereto; or	2. Major Shareholders (refers to the Major
Shareholders as prescribed in Paragraph
(2-6) of Article 542-8 of the Commercial
Code of Korea . The same shall apply
hereinafter) and the Related Person thereto;
or
<...omitted...>	<...omitted...>
(5) The exercise price per share of the stock options
shall not be less than the price as set forth in the
SEA .	(5) The exercise price per share of the
stock options shall not be less than the
price as set forth in the Commercial Code of
Korea .
<...omitted below...>	<...omitted below...>

Folio 17 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
Article 15. (Issuance of Convertible Bonds)	Article 15. (Issuance of Convertible Bonds)
<...omitted...>	<...omitted...>
(4) The period during which conversion rights may be
exercised shall commence on the date set forth in the
SEA after the date of issuance of the relevant
convertible bonds and end on the date immediately
preceding the redemption date thereof. However, the
Board of Directors may adjust the conversion period in
accordance with relevant laws within the above period
by its resolution.	(4) The period during which conversion
rights may be exercised shall commence on
the date set forth in the FSCMA after the
date of issuance of the relevant convertible
bonds and end on the date immediately
preceding the redemption date thereof.
However, the Board of Directors may adjust
the conversion period in accordance with
relevant laws within the above period by its resolution.
<...omitted below...>	<...omitted below...>
Article 16 (Issuance of Bonds with Warrants)	Article 16 (Issuance of Bonds with Warrants)
<...omitted...>	<...omitted...>
(4) The period during which warrants may be exercised
shall commence on the date set forth in the SEA after
the date of issuance of the relevant bonds with
warrants and end on the date immediately preceding the
redemption date thereof. Provided that, the Board of
Directors may adjust the conversion period in
accordance with the relevant laws within the above
period by its resolution.	(4) The period during which warrants may be
exercised shall commence on the date set
forth in the FSCMA after the date of
issuance of the relevant bonds with warrants
and end on the date immediately preceding
the redemption date thereof. Provided that,
the Board of Directors may adjust the
conversion period in accordance with the
relevant laws within the above period by its
resolution.
<...omitted below...>	<...omitted below...>
Article 18 (Convening of General Meeting)	Article 18 (Convening of General Meeting)
(1) Ordinary General Meeting of Shareholders shall be
convened within three (3) months after the end of each
fiscal year, and Extraordinary General Meeting of
Shareholders may be convened at any time, by the
President ( sajang ) pursuant to a resolution of the
Board of Directors except	(1) Ordinary General Meeting of Shareholders
shall be convened within three (3) months
after the end of each fiscal year, and
Extraordinary General Meeting of
Shareholders may be convened at any time, by the President ( hwejang ) pursuant to a
resolution of the Board of Directors except

Folio 18 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
as otherwise provided by the
relevant laws and regulations. Provided, however, that
Article (29), Paragraph (2) shall apply mutatis
mutandis in the event the President ( sajang ) fails to
perform his duties.	as otherwise provided by the relevant laws
and regulations. Provided, however, that
Article (29), Paragraph (2) shall apply
mutatis mutandis in the event the President
( hwejang ) fails to perform his duties.
<...omitted below...>	<...omitted below...>
Article 19. (Chairman)	Article 19. (Chairman)
The President ( sajang ) shall preside at the General
Meeting of Shareholders; provided, however, that
Paragraph (2) of Article 29 shall apply mutatis
mutandis in the event that the President ( sajang ) fails
to perform his duties.	The President ( hwejang ) shall preside at the
General Meeting of Shareholders; provided,
however, that Paragraph (2) of Article 29
shall apply mutatis mutandis in the event
that the President ( hwejang ) fails to
perform his duties.
Article 24. (Number of Directors)	Article 24. (Number of Directors)
KT shall have not more than eleven (11) directors. The
number of standing directors including the President
( sajang ) shall not exceed three (3), and the number of
outside directors shall not exceed eight (8).	KT shall have not more than eleven (11)
directors. The number of standing directors
including the President ( hwejang ) shall not
exceed three (3), and the number of outside
directors shall not exceed eight (8).
Article 25. (Election of Representative Director and
Directors)	Article 25. (Election of Representative
Director and Directors)
(1)The President ( sajang ) shall be elected by a
resolution of the General Meeting of Shareholders among
those who are recommended by the President ( sajang ) Recommendation Committee pursuant to Article (32) of
these Articles of Incorporation, and the standing
director recommended by the President ( sajang ) may be
elected the Representative Director by a resolution of
the Board of Directors.	(1)The President ( hwejang ) shall be elected
by a resolution of the General Meeting of
Shareholders among those who are recommended
by the President ( hwejang ) Recommendation
Committee pursuant to Article (32) of these
Articles of Incorporation, and the standing
director recommended by the President
( hwejang ) may be elected the Representative
Director by a resolution of the Board of
Directors.
(2) The dismissal of the President ( sajang ) requires a
resolution by the General Meeting of Shareholders
adopted by the affirmative	(2) The dismissal of the President ( hwejang ) requires a resolution by the General Meeting
of Shareholders adopted by

Folio 19 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
vote of two-thirds (2/3) of the voting rights of the
shareholders in attendance at the Meeting; provided,
however, that such votes shall represent at least
one-third (1/3) of the total number of issued shares of
KT. Dismissal of the Representative Director other than the President ( sajang ) shall be in accordance with the
resolution under Article 38 of these Articles of
Incorporation.	the affirmative vote of two-thirds (2/3) of the voting
rights of the shareholders in attendance at
the Meeting; provided, however, that such
votes shall represent at least one-third
(1/3) of the total number of issued shares
of KT. Dismissal of the Representative
Director other than the President ( hwejang ) shall be in accordance with the resolution
under Article 38 of these Articles of
Incorporation.
(3) Standing directors other than the President
( sajang ) shall be elected at the General Meeting of
Shareholders among the executive officers under the
provision of Article 35 of these Articles of
Incorporation who are recommended by the President
( sajang ) with the consent of the Board of Directors. The President ( sajang ) may propose to the General
Meeting of Shareholders with the consent of the Board
of Directors the dismissal of any standing director
even during his/her term of office, when any of the
following event occurs. In this case, the standing
directors other than the President ( sajang ) shall not
participate in the resolution of the Board of
Directors:	(3) Standing directors other than the
President ( hwejang ) shall be elected at the
General Meeting of Shareholders among the
executive officers under the provision of
Article 35 of these Articles of
Incorporation who are recommended by the
President ( hwejang ) with the consent of the
Board of Directors. The President ( hwejang ) may propose to the General Meeting of
Shareholders with the consent of the Board
of Directors the dismissal of any standing
director even during his/her term of office,
when any of the following event occurs. In
this case, the standing directors other than the President ( hwejang ) shall not
participate in the resolution of the Board
of Directors:
1. Inability to perform his/her duties for a period not
less than one (1) year due to his/her physical and/or
mental disorders; or	1. Inability to perform his/her duties for a
period not less than one (1) year due to
his/her physical and/or mental disorders; or
2. Remarkably poor results of his/her business
management due to deficient management abilities.	2. Remarkably poor results of his/her
business management due to deficient
management abilities.
(4) Notwithstanding Paragraph 3 above, if the President
( sajang ) Recommendation Committee has recommended a
candidate for the President ( sajang ) , the candidate for	(4) Notwithstanding Paragraph 3 above, if the President ( hwejang ) Recommendation
Committee has recommended a candidate for the President ( hwejang ) , the candidate

Folio 20 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
the President ( sajang ) shall recommend candidates for
the standing directors with the consent of the Board of
Directors. Provided, however, that the candidate for the President ( sajang ) is not elected as the President
( sajang ) at the General Meeting of Shareholders, his
recommendation of the candidacy for the standing
directorship shall become null and void.	for the President ( hwejang ) shall recommend
candidates for the standing directors with
the consent of the Board of Directors.
Provided, however, that the candidate for the President ( hwejang ) is not elected as the President ( hwejang ) at the General
Meeting of Shareholders, his recommendation
of the candidacy for the standing
directorship shall become null and void.
<...omitted...>	<...omitted...>
4. Any person who falls under the disqualification
criteria under the Commercial Code of Korea, the SEA of
Korea and other relevant laws and regulations	4. Any person who falls under the
disqualification criteria under the
Commercial Code of Korea and
other relevant laws and regulations
Article 29. (Duties of President ( sajang ) and Directors)	Article 29. (Duties of President ( hwejang ) and Directors)
(1) The Representative Directors shall respectively
represent KT, the Representative Director/ President
( sajang ) shall execute businesses resolved by the Board
of Directors and supervise all businesses of KT. Duties
of the Representative Director elected through
recommendation of the President ( sajang ) shall be
determined by the Board of Directors.	(1) The Representative Directors shall
respectively represent KT, the
Representative Director/ President ( hwejang ) shall execute businesses resolved by the
Board of Directors and supervise all
businesses of KT. Duties of the
Representative Director elected through
recommendation of the President ( hwejang ) shall be determined by the Board of
Directors.
(2) Standing directors shall assist the President
( sajang ) and shall perform their duties. In the event the President ( sajang ) fails to perform his duties, a
standing director shall perform his/her duties in
accordance with the order as provided in the Office
Regulation. However, in the event both the President
( sajang ) and standing	(2) Standing directors shall assist the
President ( hwejang ) and shall perform their
duties. In the event the President ( hwejang ) fails to perform his duties, a standing
director shall perform his/her duties in
accordance with the order as provided in the
Office Regulation. However, in the event
both the President ( hwejang ) and standing

Folio 21 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
directors fail to perform their
duties, a director shall perform his/her duties in
accordance with the order as provided in the Office
Regulation.	directors fail to perform their duties, a
director shall perform his/her duties in
accordance with the order as provided in the
Office Regulation.
Article 31. (Remuneration and Severance Allowance for
Directors)	Article 31. (Remuneration and Severance
Allowance for Directors)
<...omitted... >	<...omitted...>
(2) The criteria for remuneration for the President
( sajang ) and the standing directors, and the method of
payment thereof shall be determined by a resolution of
the Board of Directors, which shall be reported to the
General Meeting of Shareholders.	(2) The criteria for remuneration for the
President ( hwejang ) and the standing
directors, and the method of payment thereof
shall be determined by a resolution of the
Board of Directors, which shall be reported
to the General Meeting of Shareholders.
(3) The President ( sajang ) and the standing directors
shall not participate in the resolution of the Board of
Directors as set forth in Paragraph (2) above.	(3) The President ( hwejang ) and the standing
directors shall not participate in the
resolution of the Board of Directors as set
forth in Paragraph (2) above.
<...omitted below...>	<...omitted below...>
Article 32. ( President ( sajang ) Recommendation
Committee)	Article 32. ( President ( hwejang ) Recommendation Committee)
(1) KT may organize a President ( sajang ) Recommendation
Committee in order to recommend a presidential ( sajang ) candidate. The President ( sajang ) Recommendation
Committee shall consist of the following members:
However, any person who was elected as a member of President ( sajang ) Recommendation Committee shall not
be a Candidate for President ( sajang ) .	(1) KT may organize a President ( hwejang ) Recommendation Committee in order to
recommend a presidential ( hwejang ) candidate. The President ( hwejang ) Recommendation Committee shall consist of
the following members: However, any person
who was elected as a member of President
( hwejang ) Recommendation Committee shall not
be a Candidate for President ( hwejang ) .
1. All of the outside directors;	1. All of the outside directors;
2. One (1) person who is designated by the Board of
Directors from among ex- Presidents ( sajang ) of KT; and	2. One (1) person who is designated by the
Board of Directors from among ex- Presidents
( hwejang ) of KT; and
3. One (1) non-government person who is	3. One (1) non-government person who is

Folio 22 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
designated as a
member of the President Recommendation Committee by the
Board of Directors with the President and the standing
directors excluded (in any event excluding former
(within 2 years) and present officers and employees of
any telecommunications business operator who is in
competition with KT and any of their related persons as
defined in MRFTA, and officers and employees of KT, and
the public officials).	designated as a member of the President
Recommendation Committee by the Board of
Directors with the President and the
standing directors excluded (in any event
excluding former (within 2 years) and
present officers and employees of any
telecommunications business operator who is
in competition with KT and any of their
related persons as defined in MRFTA, and
officers and employees of KT, and the public
officials).
(2) The President ( sajang ) Recommendation Committee
shall be organized by not later than two (2) months
prior to the date of expiration of the term of office
of the President ( sajang ) (or within two (2) weeks from
the date of retirement of the President ( sajang ) when
such retirement is due to reasons other than the
expiration of the term of office thereof), and shall be
dissolved after the execution of management agreement
between the President ( sajang ) so elected and the
chairman of the President ( sajang ) Recommendation
Committee.	(2) The President ( hwejang ) Recommendation
Committee shall be organized by not later
than two (2) months prior to the date of
expiration of the term of office of the
President ( hwejang ) (or within two (2) weeks
from the date of retirement of the President
( hwejang ) when such retirement is due to
reasons other than the expiration of the
term of office thereof), and shall be
dissolved after the execution of management
agreement between the President ( hwejang ) so
elected and the chairman of the President
( hwejang ) Recommendation Committee.
(3) The chairman of the President ( sajang ) Recommendation Committee shall be elected by the Board
of Directors from among its members who hold the
position of outside directors of KT. In this case, the
President ( sajang ) and the standing directors shall not
participate in the resolution of the Board of
Directors.	(3) The chairman of the President ( hwejang ) Recommendation Committee shall be elected by
the Board of Directors from among its
members who hold the position of outside
directors of KT. In this case, the President
( hwejang ) and the standing directors shall
not participate in the resolution of the
Board of Directors.
(4) A resolution of the President ( sajang ) Recommendation Committee shall be adopted by the
affirmative votes of a majority of the members in
office other than	(4) A resolution of the President ( hwejang ) Recommendation Committee shall be adopted by
the affirmative votes of a majority of the
members in office other than

Folio 23 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
the chairman thereof. In this case, the chairman shall
not have any voting rights.	the chairman thereof. In this case, the
chairman shall not have any voting rights.
(5) The President ( sajang ) Recommendation Committee
shall examine all the presidential ( sajang ) candidates
in compliance with the criteria for the examination of
a candidate for the President ( sajang ) prescribed by
the Board of Directors, in consideration of the
following requirements:	(5) The President ( hwejang ) Recommendation
Committee shall examine all the presidential
( hwejang ) candidates in compliance with the
criteria for the examination of a candidate
for the President ( hwejang ) prescribed by
the Board of Directors, in consideration of
the following requirements:
<...omitted below...>	<...omitted below...>
Article 33. (Election of President ( sajang ) )	Article 33. (Election of President ( hwejang ) )
(1) President ( sajang ) shall be elected from among
CEO-qualified candidates who have a knowledge of
management and economics or who have much managerial
work experience.	(1) President ( hwejang ) shall be elected
from among CEO-qualified candidates who have
a knowledge of management and economics or
who have much managerial work experience.
(2) The President ( sajang ) Recommendation Committee may
conduct a search for such candidates or hire a third
party agency to perform searches.	(2) The President ( hwejang ) Recommendation
Committee may conduct a search for such
candidates or hire a third party agency to
perform searches.
(3) The President ( sajang ) Recommendation Committee
shall examine the candidates for the President ( sajang ) who are searched pursuant to the provision of Paragraph
2 above, in accordance with the candidates evaluation
criteria determined by the Board of Directors.	(3) The President ( hwejang ) Recommendation
Committee shall examine the candidates for the President ( hwejang ) who are searched
pursuant to the provision of Paragraph 2
above, in accordance with the candidates
evaluation criteria determined by the Board
of Directors.
(4) The
President ( sajang ) Recommendation Committee
shall, in selecting the candidates for the President
( sajang ) , consult with such candidates regarding the
terms of employment contract including the management
goal established by the Board of Directors. In such
case, if	(4) The President ( hwejang ) Recommendation
Committee shall, in selecting the candidates
for the President ( hwejang ) , consult with
such candidates regarding the terms of
employment contract including the management
goal established by the Board of Directors.
In such case, if

Folio 24 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
deemed necessary, the President ( sajang ) Recommendation Committee may change the terms of
employment contract.	deemed necessary, the
President ( hwejang ) Recommendation Committee
may change the terms of employment contract.
(5) The President ( sajang ) Recommendation Committee
shall recommend a candidate for the President ( sajang ) to the General Shareholders’ Meeting, based on the
evaluation under Paragraph 3 and the consultation under
Paragraph 4 above, concurrently submitting a draft
employment contract.	(5) The President ( hwejang ) Recommendation
Committee shall recommend a candidate for the President ( hwejang ) to the General Shareholders’ Meeting, based on the
evaluation under Paragraph 3 and the
consultation under Paragraph 4 above,
concurrently submitting a draft employment
contract.
(6) The President ( sajang ) and standing directors shall
not attend the Board of Directors’ Meeting for the
resolution of the agenda prescribed in Paragraphs 2
through 4.	(6) The President ( hwejang ) and standing
directors shall not attend the Board of
Directors’ Meeting for the resolution of the
agenda prescribed in Paragraphs 2 through 4.
Article 34. (Execution of Employment Contract with the
Candidate for President ( sajang ) )	Article 34. (Execution of Employment
Contract with the Candidate for President
( hwejang ) )
(1) When the draft employment contract submitted
pursuant to Paragraph 5 of Article 33 above is approved
at the General Shareholders’ Meeting, KT shall enter
into such management contract with the candidate for President ( sajang ) . In such case, the Chairman of the
President ( sajang ) Recommendation Committee shall, in
the capacity of the representative of KT, sign the
management contract.	(1) When the draft employment contract
submitted pursuant to Paragraph 5 of Article
33 above is approved at the General
Shareholders’ Meeting, KT shall enter into
such management contract with the candidate
for President ( hwejang ) . In such case, the
Chairman of the President ( hwejang ) Recommendation Committee shall, in the
capacity of the representative of KT, sign
the management contract.
(2) The Board of Directors may conduct a performance
review to determine if the new President ( sajang ) has
performed his/her duties under the management contract
as provided in Paragraph 1 or hire a professional
evaluation agency for such purpose.	(2) The Board of Directors may conduct a
performance review to determine if the new President ( hwejang ) has performed his/her
duties under the management contract as
provided in Paragraph 1 or hire a
professional evaluation agency for such
purpose.
(3) When the Board of Directors determines,	(3) When the Board of Directors determines,

Folio 25 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
based on
the result of performance review under the provision of
Paragraph 2 above, that the new President ( sajang ) has
failed to achieve the management goal, it may propose
to dismiss the President ( sajang ) at the General
Shareholders’ Meeting.	based on the result of performance review
under the provision of Paragraph 2 above,
that the new President ( hwejang ) has failed
to achieve the management goal, it may
propose to dismiss the President ( hwejang ) at the General Shareholders’ Meeting.
<...omitted...>	<...omitted...>
(5) The performance review of the President ( sajang ) prescribed in Paragraph 2 above, shall be conducted by
the Board of Directors at the closing of each fiscal
year or may be delegated by the Board of Directors to a
professional evaluation agency; provided, however, that
if the Board of Directors deems necessary, it may
conduct the performance review during any fiscal year.	(5) The performance review of the President
( hwejang ) prescribed in Paragraph 2 above,
shall be conducted by the Board of Directors
at the closing of each fiscal year or may be
delegated by the Board of Directors to a
professional evaluation agency; provided,
however, that if the Board of Directors
deems necessary, it may conduct the
performance review during any fiscal year.
<...omitted below...>	<...omitted below...>
(7) The President ( sajang ) and the standing directors
may not attend the Board of Directors’ Meeting for the
resolution of the agenda prescribed in Paragraphs 2
through 4.	(7) The President ( hwejang ) and the standing
directors may not attend the Board of
Directors’ Meeting for the resolution of the
agenda prescribed in Paragraphs 2 through 4.
Article 35. (Executive Officers)	Article 35. (Executive Officers)
<...omitted...>	<...omitted...>
(2) The executive officers shall be referred to as the
Senior Executive Vice President, Executive Vice
President, Senior Vice President and Vice President.	(2) The executive officers shall consist of
positions determined by the Board of
Directors.
<...omitted...>	<...omitted...>
(4) Executive officers who do not hold the position of
standing directors of KT shall be elected by the
President ( sajang ) of KT, whose term of office shall
not exceed three (3) years.	(4) Executive officers who do not hold the
position of standing directors of KT shall
be elected by the President ( hwejang ) of KT,
whose term of office shall not exceed three
(3) years.
(5) All matters concerning the respective duties of
executive officers shall be	(5) All matters concerning the respective
duties of executive officers shall be

Folio 26 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
determined by the President ( sajang ) .	determined by the President ( hwejang )
Article 36. (Advisor, etc.)	Article 36. (Advisor, etc.)
The President ( sajang ) may employ an Advisor or appoint
an Advisory Council in order to receive advice and
suggestions regarding important matters concerning the
operation of KT’s businesses.	The President ( hwejang ) may employ an
Advisor or appoint an Advisory Council in
order to receive advice and suggestions
regarding important matters concerning the
operation of KT’s businesses.
Article 38. (Resolution and Delegation)	Article 38. (Resolution and Delegation)
(1) A resolution at a meeting of Board of Directors
shall be adopted by the presence of a majority of all
directors in offices and by the affirmative votes of a
majority of the directors present. However, the
resolution on the sale of equity in any subsidiary of
KT accompanying transfer of management shall be adopted
by affirmative votes of two-thirds (2/3) of the
directors in offices, and the resolution on the
dismissal of the President shall be adopted by the
affirmative votes of two-thirds (2/3) of the outside
directors in offices.	(1) A resolution at a meeting of Board of
Directors shall be adopted by the presence
of a majority of all directors in offices
and by the affirmative votes of a majority
of the directors present. However, the
resolution on the sale of equity in any
subsidiary of KT accompanying transfer of
management rights, which is for more than 10
billion (10,000,000,000) Korean Won of the
subsidiary’s equity, shall be adopted by
affirmative votes of two-thirds (2/3) of the
directors in office, and the resolution on
the dismissal of the President shall be
adopted by the affirmative votes of
two-thirds (2/3) of the outside directors in
offices.
(2) The Board of Directors may delegate part of its
authorities to the President ( sajang ) .	(2) The Board of Directors may delegate part
of its authorities to the President
( hwejang ) .
Article 46. (Preparation, Submission and Maintenance of
the Financial Statements)	Article 46. (Preparation, Submission and
Maintenance of the Financial Statements)
(1) The President ( sajang ) of KT shall prepare the
following documents and supplementary documents thereto
and the business report for each fiscal year, and
submit such documents, after approved by the Board of
Directors, to the Audit	(1) The President ( hwejang ) of KT shall
prepare the following documents and
supplementary documents thereto and the
business report for each fiscal year, and
submit such documents, after approved by the
Board of Directors, to the Audit

Folio 27 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
Committee, six (6) weeks prior
to the date of the Ordinary General Meeting of
Shareholders:	Committee, six (6) weeks prior to the
date of the Ordinary General
Meeting of Shareholders:
1. A balance sheet;	1. A balance sheet;
2. A statement of profit and loss; and	2. A statement of profit and loss; and
3. A statement of appropriation of retained earnings or
a statement of disposition of deficit.	3. A statement of appropriation of retained
earnings or a statement of disposition of
deficit.
(2) The Audit Committee shall submit an auditor’s
report of the documents listed in Paragraph 1 above to the President ( sajang ) at least one (1) week before the
General Shareholders’ Meeting.	(2) The Audit Committee shall submit an
auditor’s report of the documents listed in
Paragraph 1 above to the President ( hwejang ) at least one (1) week before the General
Shareholders’ Meeting.
(3)The President ( sajang ) shall keep each document
listed in Paragraph (1) together with the business
report and the auditor’s report at the head office for
a period of five (5) years, commencing from one week
prior to the date of the Ordinary General Meeting of
Shareholders. Certified copies of these documents shall
be kept in each respective branch office for a period
of three (3) years.	(3)The President ( hwejang ) shall keep each
document listed in Paragraph (1) together
with the business report and the auditor’s
report at the head office for a period of
five (5) years, commencing from one week
prior to the date of the Ordinary General
Meeting of Shareholders. Certified copies of
these documents shall be kept in each
respective branch office for a period of
three (3) years.
(4)The President ( sajang ) shall submit each document
listed in Paragraph (1) to the Ordinary General Meeting
of Shareholders and request approval therefor. With
respect to the business report, he/she shall report the
contents thereof to the Ordinary General Meeting of
Shareholders.	(4)The President ( hwejang ) shall submit each
document listed in Paragraph (1) to the
Ordinary General Meeting of Shareholders and
request approval therefor. With respect to
the business report, he/she shall report the
contents thereof to the Ordinary General
Meeting of Shareholders.
(5) When the approval of the General Meeting of
Shareholders is obtained for the documents listed in
Paragraph (1), the President ( sajang ) shall, without
delay, give a public notice of the balance sheet and
the audit opinion thereon of an independent auditor.	(5) When the approval of the General Meeting
of Shareholders is obtained for the
documents listed in Paragraph (1), the
President ( hwejang ) shall, without delay,
give a public notice of the balance sheet
and the audit opinion thereon of an
independent auditor.

Folio 28 /Folio

PAGEBREAK

Table of Contents

Before Amendment	After Amendment
Article 48 (Retirement of Shares)	Article 48 (Retirement of Shares)
Pursuant to Article 189 of the SEA , KT may, by a
resolution of the Board of Directors, retire the shares
within the scope of profits attributable to the
shareholders.	Pursuant to Article (165-3) of the FSCMA , KT
may, by a resolution of the Board of
Directors, retire the shares within the
scope of profits attributable to the
shareholders.
	ADDENDUM (March 27, 2009)
	Article 1. (Enforcement Date) These Articles
of Incorporation shall become effective upon
resolution of the General Meeting of
Shareholders approving the amendment hereof.
	Article 2. (Interim Measure) The person who
is “President ( sajang )” as of the amendment
date of these Articles of Incorporation will
become the “President ( hwejang) ”, and in
applying Article 32(1)-2 “ex-Presidents
( sajang )” prior to the amendment date will
be interpreted as “ex-Presidents (hwejang) ”.

Folio 29 /Folio

PAGEBREAK

Table of Contents

Additional Information

• Number and Classification of Voting Shares

The record date for exercising voting rights at the Extraordinary General Meeting of Shareholders is February 5, 2009. As of the record date, the number of KT’s total shares issued was 273,535,700 shares and the number of common shares entitled to exercise voting rights (excluding treasury shares and shares held by an affiliate company) was 202,032,042 shares.

• Method of Resolution

Pursuant to the provisions of the Korean Commercial Code, all agendas shall be passed by at least two-thirds of the votes cast by the shareholders present at the meeting and at least one-third of total shares entitled to vote.

Folio 30 /Folio