Posco Holdings Inc. · KRX:005490
Posco — Shareholder Meeting (February 2026)
29 slides from Posco's shareholder meeting presentation, Feb 19, 2026
Slide 1: The 58th Ordinary General Meeting of Shareholders - Reference Material
The 58th Ordinary General Meeting of Shareholders —Reference Material -
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 AoI10 4.Agenda Description (3~6) – Director Appointment18 5.Agenda Description (7) – Director Compensation Limit27 DISCLAIMER This presentation has been compiled by POSC
Slide 3: 1. General Shareholder Meeting (GSM) Overview
1. General Shareholder Meeting (GSM) Overview GSM Convocation Notice & Agenda Items List
Slide 4: Convocation Notice of General Shareholders Meeting
1. Convocation Notice of General Shareholders Meeting (GSM) With wishes for your success and the well-being of your family, notice is hereby given that in compliance with Article 20 of the Articles of Incorporation, the 58th General Shareholders’ Meeting of POSCO HOLDINGS will convene as follows. Da
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 with Article 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 app
Slide 7: FY2025 Financial Highlights
FY2025 Financial Highlights Despite the 2025 recovery of steel business profits, YoY OP fell by 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 defended on
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 fund is used to administer additional returns. —Define shareholder return policy standards based on FCF that reflects investment needs in future growth projects,, and ensure
Slide 9: FY2025 ESG Management Update
FY2025 ESG Management Update HyREX demonstration project is in full swing, while GY* EAF construction speeds up to be operational in ’26. *GY:Gwangyang —300Kt-capacity HyREX demo plant has begun construction to be operational in ‘28 and at commercial scale by 2030. —To address the national energy po
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. —CEO-sponsored group-wide Safety Assessment Meeting and unscheduled construction site inspections have conveyed a strong message of their commi
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, o
Slide 13: 2-1: Title Change to Independent Director (Before Amendment)
Item 2-1: Title Change to Independent Director Before Amendment 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 Directors shall be elec
Slide 14: 2-1: Title Change to Independent Director (Addenda)
Item 2-1: Title Change to Independent Director Before Amendment New Addenda After Amendment 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, 30, 31
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 member of the Audit Committee is to be selected in a separate election from that of o
Slide 16: 2-3: Expand Voting Restrictions for Audit Committee Members
Item 2-3: Expand Voting Restrictions per the Appointment/Dismissal of Audit Committee Member The 2025 amended 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 their independen
Slide 17: 2-4: Introduce Electronic General Meeting of Shareholders
Item 2-4: Introduce Electronic General Meeting of Shareholders (GSM) The 2025 amended Commercial Act (Articles 542-14 and 542-15) allows listed companies to hold electronic shareholder meetings concurrently with physical meetings at the designated location. For listed companies specified by Presiden
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 per share equivalent to the number of directors to be elected. Currently, the AOI mandates that cumulative v
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 years : None
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 years : None Fin
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 years : None
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 transactions
Slide 24: Appointment of KIM, Joo Youn as Outside Director
Item 5 : Appointment of KIM, Joo Youn as Outside Director Basic Info KIM, Joo Youn (Female) June 1967 (Age: 58) New Appointment as Outside Director Reasons for Recommendation With extensive experience in business management and brand operations, Ms. Kim’s career at P&G spans multiple leadership role
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 KIM, Joon Gi (Male) May 1965 (Age: 60) Re-appointment as Outside Director (Separate Appointment) Reasons for Recommendation As a law professor and professional expert in international trade and commer
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.—Matrix classifies two main skill areas, i.e., General Management, Industry Specific, which
Slide 27: Outside Director Appointment Process
Outside Director Appointment Process To ensure independence and transparency in the Outside Director (OD) appointment process, in 2005, the Director Candidate Recommendation Committee (DCRC) resolved to launch the Outside Director Recommendation Advisory Panel. The Panel provides the Committee with
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 role