[Edaily Reporter Lee So-Hyun ] Kakao(035720)held an online briefing for minority shareholders ahead of its planned spin-off this December to explain its plans for enhancing corporate value and returning value to shareholders; however, the labor union criticized the event as “a mere formality” that failed to adequately address shareholders’ actual questions.

While the company reaffirmed the 2030 growth targets for Kakao AI and Kakao X, as well as its plans for share buybacks and cancellations, the union countered that there was a lack of concrete explanations regarding the necessity of the spin-off and measures to ensure shareholder value and employment stability.

Kakao Seeks to Reassure Minority Shareholders, Reaffirms Shareholder Return Plan

On the 16th, Kakao held an online briefing session with minority shareholders regarding the spin-off, which lasted about an hour.

During the session, Kakao cited “ensuring the speed of execution required for the AI era” and “establishing an optimal capital allocation system” as the key reasons for the spin-off. The company explained that by separating divisions with different business characteristics and growth stages, it aims to enhance each company’s expertise and accelerate decision-making.

Kim Do-young, CEO-designate of Kakao X, stated, “The purpose of this spin-off is to strengthen the expertise of each business division, thereby streamlining decision-making and maximizing corporate value through the efficient allocation of each company’s resources,” adding, “Ultimately, we aim to enhance shareholder value.”

Kakao also outlined the medium- to long-term growth targets for both companies following the spin-off. The newly established Kakao AI aims to achieve annual revenue of 6 trillion won by 2030 based on the integration of KakaoTalk and AI. The surviving entity, Kakao X, plans to achieve an average annual growth rate of 13.3% in revenue from its core businesses by 2030 and establish a foundation for consolidated revenue of over 10 trillion won.

The company also reiterated its shareholder return policy. Kakao AI plans to allocate 20–35% of its adjusted free cash flow (FCF) as the base funding for shareholder returns, and will increase this ratio to a maximum of 40% if FCF grows by 50% or more year-over-year.

Kakao X will allocate 30% of after-tax dividends from its subsidiaries and 30% of investment gains—net of capital costs and taxes—as funds for shareholder returns. The company also reaffirmed its plan to repurchase and cancel 300 billion won worth of its own shares using the proceeds from the sale of Dunamu.

Kakao stated, “This briefing was an opportunity to directly explain the company’s changes and future direction to minority shareholders,” adding, “We will continue to strengthen communication with shareholders and do our utmost to ensure our corporate value is fairly assessed by the market.”

Union: “Focused on Pre-prepared Questions… Only Two Responses to Actual Shareholder Questions”

In contrast, the Kakao Branch of the National Chemical, Textile, and Food Industry Labor Union criticized both the format of the briefing and the content of the responses as insufficient.

According to the Kakao branch, of the 16 questions addressed during the Q&A session that day, 14 were questions the company had prepared in advance, and only two questions posed by shareholders present at the event received answers. The union claims that only about six minutes were allocated to actual shareholder questions.

The union pointed out that shareholders in attendance were not allowed to turn on their microphones and ask questions directly, and that the meeting ended without accepting any additional questions about two minutes before the scheduled end time.

The Kakao Branch stated, “Although the company touted communication with minority shareholders, the event amounted to nothing more than a re-announcement of a predetermined conclusion,” adding, “We cannot help but ask how the company’s practice of selecting questions and reading prepared questions and answers can be considered communication with shareholders.”

Ahn Se-jin, vice president of the Kakao Union, said, “I question whether the company believes it can persuade shareholders by selectively answering only the questions it wants and ignoring uncomfortable ones,” adding, “What Kakao demonstrated was not communication but a ‘show of communication.’”

Demands for Additional Answers on Split Ratio and Employment Stability

The union demanded that the company provide specific explanations on the following points: △Why a spin-off is necessary at this time; △Whether the split ratio between the entities is appropriate; △Who will bear the risks involved in the spin-off process; △How shareholder return policies will be strengthened following the spin-off; and △How employment, compensation, welfare, and evaluation systems will be guaranteed.

They also urged the company to disclose all shareholder questions received that day and to provide official written responses to any unanswered questions.

Seo Seung-wook, president of the Kakao Union, stated, “The company must hold an additional public briefing attended in person by responsible executives, including CEO Jeong Shin-ah, and answer the questions actually raised by shareholders, not those prepared in advance by the company.”

Under the Commercial Act, a corporate spin-off requires a special resolution at a shareholders’ meeting, meaning it must be approved by at least one-third of the issued shares. As of the end of June, Kakao’s shareholder composition was as follows: the largest shareholder and related parties held 24.1%, foreign investors held 26.7%, and domestic institutions held 10.8%. The combined stake held by individuals and other legal entities, excluding foreign investors and domestic institutions, was 38.2%.