Kakao Spin-Off Shareholders' Meeting Moved to January; Spin-Off Date Delayed by a Month

Kakao AI's net assets to rise from 2.9 trillion to 3.2 trillion won
150 billion won worth of treasury shares to be bought back and canceled... "to enhance shareholder value"
Split ratio also partially revised

Kakao, which is preparing for a spin-off, has pushed back by about one month the schedule for its extraordinary shareholders' meeting, preliminary review for relisting, change of listing, and other related procedures. To enhance shareholder value, it has decided to bring forward some of its share buyback and cancellation plans and cancel 150 billion won worth of treasury shares first.

On November 5, Kakao filed a revised disclosure of its spin-off plan, reflecting changes to the split ratio and schedule.

Kakao Pangyo Agit in Seongnam, Gyeonggi Province. Photo by Kang Jinhyung aymsdream@

According to the revised plan, the spin-off schedule has been adjusted by about one month because the preliminary review for relisting will take additional time. Kakao had originally planned to hold an extraordinary shareholders' meeting on December 17, complete the spin-off on January 1, 2027, and proceed with the relisting of Kakao AI and the change of listing for Kakao X on January 27.

Under the revised schedule, Kakao plans to hold the extraordinary shareholders' meeting to approve the spin-off on January 15, 2027. The spin-off date is scheduled for February 1, with the change of listing and relisting set for February 25. The detailed schedule may change depending on consultations with relevant institutions.

The split ratio will also be adjusted in part as the funds allocated to the companies being spun off have changed. Kakao will allocate an additional 263.6 billion won to Kakao AI, which is responsible for its platform and artificial intelligence (AI) businesses, raising Kakao AI's net assets from about 2.9 trillion won to about 3.2 trillion won. The additional cash allocation is intended to fund the acquisition of assets related to Kakao AI. Specific plans for its use will be finalized through relevant decision-making procedures, including approval by the board of directors of the new company.

Kakao also decided on November 5 to buy back and cancel 150 billion won worth of treasury shares. Kakao X had originally planned to cancel 300 billion won worth of treasury shares after the spin-off, but revised the plan to cancel half of that amount before the spin-off in order to implement its shareholder return plan early. Kakao X also plans to buy back and cancel the remaining 150 billion won worth of shares within 2027, after the spin-off.

Kakao will use the cash dividends it receives from Kakao Investment to fund the buyback, which will begin on November 6 on the securities market. All shares bought back will be canceled. The final number of shares to be canceled will be disclosed separately at a later date.

Once these asset allocations and treasury share cancellations are finalized, the split ratio between Kakao X and Kakao AI will be adjusted from about 0.635 to 0.364 to about 0.611 to 0.388. The actual ratio may differ somewhat during implementation.

Meanwhile, the shareholder return policies for both companies, announced in August 2026 following the spin-off, will remain in place. Kakao X plans to use 30% each of its subsidiary dividend income, after tax, and investment gains, after deducting capital costs and taxes, for shareholder returns. Kakao AI will use 20% to 35% of its adjusted standalone free cash flow (FCF) for shareholder returns, and will increase the payout ratio to as much as 40% if FCF rises by at least 50% from the previous year.

This content was produced with the assistance of AI translation services.