Posco Holdings Inc. · KRX:005490
Posco — Shareholder Meeting (February 2026)
29 slides from Posco's shareholder meeting presentation, Feb 23, 2026
Slide 1: The 58th Ordinary General Meeting of Shareholders - Reference Material
POSCO HOLDINGS The 58th Ordinary General Meeting of Shareholders - Reference Material – posco HOLDINGS
Slide 2: Contents and Disclaimer
Contents 1. GSM Overview 02 2. Agenda Description (1) – Financial Statements 04 3. Agenda Description (2) – Partial amendment of the Articles of Incoporation 10 4. Agenda Description (3~6) – Director Appointment 18 5. Agenda Description (7) – Director Compensation Limit 27 DISCLAIMER This presentati
Slide 3: 1. General Shareholder Meeting (GSM) Overview
1. General Shareholder Meeting (GSM) Overview [GRAPHIC APPEARS HERE] GSM Convocation Notice & Agenda Items List
Slide 4: Convocation Notice of General Shareholders Meeting
Convocation Notice of General Shareholders Meeting (GSM) With wishes for your success and the well-being of your family, meeting notice is hereby given that, pursuant to Article 20 of the Articles of Incorporation, the 58th Annual General Meeting of Shareholders of POSCO Holdings Inc. will be conven
Slide 5: 2. Agenda Description (1) – Financial Statements
2. Agenda Description (1) – Financial Statements Agenda Item 1 : Approval of the 58th Financial Statements
Slide 6: Approval of the 58th Financial Statements
Agenda Item 1 : Approval of the 58th Financial Statements ◾ In accordance withArticle 449 of the Commercial Act, the Company hereby presents the 58th financial statements, prepared in compliance with applicable accounting standards, to our shareholders and stakeholders, and respectfully seek your ap
Slide 7: FY2025 Financial Highlights
FY2025 Financial Highlights ◾ Despite the recovery of steel business profits in 2025, YoY OP fellby KRW 0.4 tril., due to declines in RBM1) and Construction businesses. - (Steel) Despite sales volume fall due to tighter U.S. and Europe export regulations and low domestic demand, profitability was su
Slide 8: FY2025 Shareholder Returns
FY2025 Shareholder Returns ◾ Funded by 50-60% of the separate annual FCF, basic dividend (KRW 10K/share) is paid; any remaining funds are used for additional shareholder returns. - Define shareholder return policy standards based on FCF that reflects investment needs in future growth projects, and e
Slide 9: FY2025 ESG Management Update
FY2025 ESG Management Update ◾ The HyREX demonstration project is progressing as planned, while construction of the Gwangyang EAF is accelerating, with start-up targeted for 2026. - 300Kt-capacity HyREX demo plant has begun construction to be operational in 2028 and at commercial scale by 2030. - To
Slide 10: FY2025 Safety Management System Update
FY2025 Safety Management System Update ◾ In 2025, CEOs of POSCO’s group of companies sponsored rigorous safety inspections to foster a ‘Safety First’ culture. - CE O-sponsored group-wide Safety Assessment Meeting and unscheduled construction site inspections have conveyed a strong message of their c
Slide 11: 2. Agenda Description (2) – Partial Amendment of the Articles of Incorporation
2. Agenda Description (2) – Partial Amendment of the Articles of Incorporation (AOI) Agenda item 2: Partial Amendments of the AOI Item 2-1 Title Change to Independent Director Item 2-2 Increase Audit Committee Members to be Separately Appointed Item 2-3 Expand Voting Restrictions per the Appointment
Slide 12: 2-1: Title Change to Independent Director
Item 2-1 : Title Change to Independent Director ◾ In the 2025 amended Commercial Act, with the goal to strengthen the independence of the Board of Directors of listed companies, the Act has revised the existing ‘Outside Director’ system into an ‘Independent Director’ framework. Given this transition
Slide 13: 2-1: Title Change to Independent Director (Article 35)
Item 2-1 : Title Change to Independent Director Before Amendment After Amendment Reason Article 35. By-Election (2) In the event that the number of Outside Directors is less than a majority of total number of Directors due to death or resignation of Outside Directors or for any other reason, Outside
Slide 14: 2-1: Title Change to Independent Director (Addenda)
Item 2-1 : Title Change to Independent Director Before Amendment After Amendment Reason New Addenda ADDENDA (March 24, 2026) Article 3 (Transitional Measures for Voting Restrictions for Election and Dismissal of Independent Directors and Audit Committee Members) The amended provisions of Articles 27
Slide 15: 2-2: Increase Audit Committee Members to be Separately Appointed
Item 2-2 : Increase Audit Committee Members to be Separately Appointed ◾ Currently, the Board’s Audit Committee is comprised of 3 outside directors. Pursuant to the existing Commercial Act (Article 542-12), at least 1 Audit Committee member must be elected separately from other directors at the Gene
Slide 16: 2-3: Expand Voting Restrictions for Audit Committee Members
Item 2-3 : Expand Voting Restrictions per the Appointment/Dismissal of Audit Committee Members ◾ The 2025 amendment to the Commercial Act enhances unity of the regulations regarding the appointment and dismissal of Audit Committee members (directors to serve on the Audit Committee) to strengthen ind
Slide 17: 2-4: Introduce Electronic General Meeting of Shareholders
Item 2-4 : Introduce Electronic General Meeting of Shareholders (GSM) ◾ The 2025 amendment to the Commercial Act (Articles 542-14 and 542-15) permits listed companies to hold electronic shareholder meetings concurrently with in-person meetings at the designated location. For listed companies specifi
Slide 18: 2-5: Delete provision regarding separate cumulative voting
Item 2-5 : Delete provision regarding separate cumulative voting ◾ Pursuant to Article 382-2 of the Commercial Act, the Company has adopted a cumulative voting system, which grants voting rights equal to the number of directors to be elected. Currently, the AOI mandates that cumulative voting be sta
Slide 19: 2. Agenda Description (3~6) – Director Appointment
2. Agenda Description (3~6) – Director Appointment Item 3 : Appointment of Inside Directors Item 4 : Appointment of LEE, Hee Geun as Non-Standing Director Item 5 : Appointment of KIM, Jooyoun as Outside Director Item 6 : Appointment of KIM, Joon Gi as Outside Director to Serve on the Audit Committee
Slide 20: Appointment of Inside Directors: LEE, Ju Tae
Item 3 : Appointment of Inside Directors LEE, Ju Tae Candidate for Inside Director 【Basic Info】 - Date of Birth : February 1964 Gender : Male Nomination type : Re-appointment Nominated by : BoD Relationship to the largest shareholder: None - POSCO group related transactions during the past 3
Slide 21: Appointment of Inside Directors: KIM, Ki Soo
Item 3 : Appointment of Inside Directors KIM, Ki Soo Candidate for Inside Director 【Basic Info】 - Date of birth : April 1965 Gender : Male Nomination type: Re-appointment Nominated by : BoD Relationship to the largest shareholder : None - POSCO group related transactions during the past 3 ye
Slide 22: Appointment of Inside Directors: Chung, Seok Mo
Item 3 : Appointment of Inside Directors Chung, Seok Mo Candidate for Inside Director 【Basic Info】 - Date of Birth : November 1966 Gender : Male Nomination type: New appointment Nominated by : BoD Relationship to the largest shareholder : None - POSCO group related transactions during past 3 ye
Slide 23: Appointment of LEE, Hee Geun as Non-Standing Director
Item 4 : Appointment of LEE, Hee Geun as Non-Standing Director LEE, Hee Geun Candidate for Non-Standing Director 【Basic Info】 - Date of Birth: December 1962 Gender : Male Nomination type : New appointment Nominated by : BoD Relationship to the largest shareholder : None - POSCO group related tr
Slide 24: Appointment of KIM, Joo Youn as Outside Director
Item 5 : Appointment of KIM, Joo Youn as Outside Director Basic Info Reasons for Recommendation KIM, Joo Youn (Female) With extensive experience in business management and brand operations, Ms. Kim’s career at P&G spans multiple leadership roles, i.e., Representative Director and President of P&G Ko
Slide 25: Appointment of KIM, Joon Gi as Outside Director to Serve on the Audit Committee
Item 6 : Appointment of KIM, Joon Gi as Outside Director to Serve on the Audit Committee Basic Info Reasons for Recommendation KIM, Joon Gi (Male) As a law professor and professional expert in international trade and commerce laws and corporate governance enhancement, Mr. Kim has served as arbitrato
Slide 26: Outside Director Board Skills Matrix
Outside Director Board Skills Matrix (upon approval of the 58th GSM) ◾ The Board Skills Matrix (BSM) has been designed and put in place with the goal to enhance the diversity and expertise of the Board members. - The competency indicators are classified into commonly shared “General Management” aspe
Slide 27: Outside Director Appointment Process
Outside Director Appointment Process ◾ To ensure independence and transparency of the Outside Director (OD) appointment process, in 2004, the Director Candidate Recommendation Committee (DCRC) resolved to launch the Outside Director Recommendation Advisory Panel. The Panel provides the Committee wit
Slide 28: 2. Agenda Description (7) – Director Compensation Limit
2. Agenda Description (7) – Director Compensation Limit Item 7 : Director Remuneration Limit
Slide 29: Director Remuneration Limit
Item 7 : Director Remuneration Limit ◾ A Director’s compensation is comprised of the base salary and performance bonus. Funded by a defined budget approved by the GSM, the final compensation is determined based on standards prescribed by the Board and in consideration of the position and assigned ro