Corporate Governance - POSCO M-TECH

Strengthening Shareholder Rights and Interests

Strengthening Shareholder Rights and Interests

· We have adopted an eVoting System starting with the 45th annual general meeting of shareholders to enhance convenience and transparency when shareholders exercise their voting rights (Mar 2019).
· Business reports and audit reports are disclosed electronically a week before the annual general meeting of shareholders and kept at the head office and each branch.

Voting Rights Status of the General Shareholder’s Meeting (2023)

(Unit: 1,000 shares)

Category	Number of Shares Issued	Number of Voting Shares	Number of Stocks Held by Shareholders Present at the General Meeting of Shareholders	Event Rates
In Korea	40,708	39,950	20,423	51.12%
Abroad	935	934	498	53.32%
Total	41,643	40,884	20,921	51.17%

Transparent and Balanced Operation of BOD

· The BOD is comprised of four members (two inside directors, one other non-executive director, and one outside director).
· Directors are appointed at the general meeting of shareholders, and are recommended to the general meeting of shareholders after reviewing whether they do not fall under any of the disqualification requirements stipulated in the Commercial Act and the Enforcement Decree of the same Act.
· Regular board meetings are to be held in January, February, April, July, October, and December, and details of the main activities of the BOD are to be disclosed on the business report.

Members of the Board

Board Resolutions

Session	Date	Agenda	Result
1	01. 26	Approval of the 50th financial statements and business reports, agreement on comprehensive credit limits with financial institutions, setting of dividend record date, Sale of POSCO Humans shares, disposal of treasury shares for 2022 executive stock compensation	Passed
2	03. 04	Convocation of the 50th Regular General Meeting of Shareholders, decision on reporting items and agenda items	Passed
3	03. 25	Appointment of CEO, assignment of Internal Director positions, adjustment of executive compensation operating standards, 2024 Safety and Health Plan, closure of the Gangneung Okgye factory branch	Passed
4	04. 11	Setting the threshold for shareholders attending the extraordinary general meeting, convening and determining the agenda for the 51st extraordinary general meeting, and adjusting the operating standards for executive compensation	Passed
5	05. 27	Appointed a CEO, created an executive director position, revised the 2024 business plan, and adjusted the operating criteria for executive compensation	Passed

Session	Date	Agenda	Result
1	01. 30	Approval of the 48th financial statements and operating report, blanket credit line agreement with financial institutions, and contribution to the employee welfare fund.	Passed
2	02. 27	Decisions on convening, reports and agenda items of the 48th Annual General Meeting of Shareholders, and safety and health planning for 2022.	Passed
3	03. 21	Appointment of CEO, granting of executive director position, appointment of a fair-trade compliance manager, and adjustment of the operating standards for executive compensation.	Passed
4	12. 08	Appointment of CEO, granting of executive director position, appointment of a fair-trade compliance manager, and adjustment of the operating standards for executive compensation.	Passed

Session	Date	Agenda	Result
1	01. 27	Approval of the 48th Fiscal Year Financial Statements and Business Report, Comprehensive Credit Limit Agreement with Financial Institutions, Contribution to the In-House Employee Welfare Fund	Passed
2	02. 24	Convening of the 48th Annual General Meeting of Shareholders, Decision on Reporting Items and Agenda Items, 2022 Safety and Health Plan	Passed
3	03. 21	Appointment of the CEO, Assignment of Position to In-House Directors, Appointment of Fair Trade Compliance Manager, Adjustment of Executive Compensation Operating Standards	Passed
4	12. 20	Approval of the 2023 Business Plan (Draft), Rationalization Investment in Aging Equipment at the Aluminum Plant, Amendment of Executive Compensation Regulations, Donation Contributions	Passed

Session	Date	Agenda	Result
1	01. 28	Approval of the 47th Fiscal Year Financial Statements and Business Report, Comprehensive Credit Limit Agreement with Financial Institutions, Contribution to the In-House Employee Welfare Fund	Passed
2	02. 23	Convening of the 47th Annual General Meeting of Shareholders, Decision on Reporting Items and Agenda Items	Passed
3	03. 15	Appointment of the CEO, Assignment of Position to In-House Directors, Adjustment of Executive Compensation Operating Standards	Passed
4	05. 06	Amendment of the Board of Directors Regulations, 2021 Safety and Health Plan, Adjustment of Compensation Standards for External Directors, and Amendment of Executive Compensation Regulations	Passed
5	11. 18	Approval of Investment for the Establishment of an Integrated Packaging Line in the STS Annealing and Pickling Plant	Passed
6	12. 14	Approval of the 2022 Business Plan (Draft), Amendment of Internal Accounting Management Regulations, Donation Contributions	Passed

Audit Independence

· Composed of one standing auditor according to Article 409 (Appointment) of the Commercial Act and Article 44 (Audit) of the Articles of Incorporation.
· Inspection is conducted by forming an independent Audit Division under the Audit Group according to Chapter 2 (Organization, Responsibilities and Rights) of the Company’s internal audit regulations.

Audit Status

Category	Name	Appointment Date	Appointment Method	Tenure
Standing Auditor	Jin-young Kim	Mar 31, 2022	regular shareholders' meeting	Three years

External Auditors
Appointment Status

Corporate Name	Appointment Date of the External Auditor	Contract Terms	Recent Audit Feedbacks
Anjin Accounting Corporation	Dec 12, 2023	2024.1.1 ~ 2024.12.31	-

Whether the Best Practices Are Applied in Corporate Governance

Recommendations Based on Best Practices	Whether Adopted or Not
Introduction of the Corporate Governance Charter	○
Introduction of Employee Ethics Regulations	○
Disclosure of BOD activity details, Disclosure of attendance rate, and whether they agree with major agenda items.	○
Introduction of regulations on the roles and operation process of BOD and various committees.	○
Joining of director’s liability insurance for damages at the Company’s expense.	○
Maintaining independence of outside auditors.	○
Approval of the accuracy and completeness of the financial report by the CEO and the person in charge.	○
Explanation on the difference with the best practices.	○
Disclosure in both Korean and English of audit reports and important regular notifications.	○

* Audit reports and important ad hoc disclosures are announced in Korean.