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6-K 1 d761413d6k.htm FORM 6-K Form 6-K Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2024

Commission File Number: 1-13368

POSCO HOLDINGS INC.

(Translation of registrant’s name into English)

POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea, 06194

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

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To Shareholders

Notice of the 56th Ordinary General Meeting of Shareholders

We hereby notify you that the 56th Ordinary General Meeting of Shareholders will be held pursuant to Article 362 of the Korean Commercial Act and Article 20 of the Company’s Articles of Incorporation as follows.

1. Date: At 9:00 a.m. on March 21, 2024, Korea Standard Time (UTC+9)

2. Place: Art Hall, 4F West Wing, POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea

3. List of Agenda Items

● Agenda 1 :

Approval of Financial Statements for the 56th FY

(From January 1, 2023 to December 31, 2023)

(Year-end dividend per share : KRW 2,500)

•

Consolidated Financial Statements: See Appendix 1

•

Separate Financial Statements: See Appendix 2

The audit report from the independent auditors of 56th FY Financial Statements, based on KIFRS standards, will be uploaded at POSCO HOLDINGS INC.’s website (http://www.poscoinc.com ) on March 14, 2024.

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● Agenda 2: Partial Amendments of the Articles of Incorporation

[Description of the Proposal]

Pursuant to Article 433 of the Korean Commercial Act and Article 24 of the Company’s Articles of Incorporation, we request that the Ordinary General Meeting of Shareholders to approve partial amendments of the Articles of Incorporation.


Existing Article	Amendment	Purpose of Change
Article 45. Special Committees ① The Company shall have special committees under the control of the Board of Directors as follows: 1. ESG Committee; 2. Director Candidate Recommendation Committee; 3. Evaluation and Compensation Committee; 4. Finance Committee; 5. Audit Committee.	Article 45. Special Committees ① The Company shall have special committees under the control of the Board of Directors as follows: 1. ESG Committee; 2. Director Candidate Recommendation Committee; 3. Evaluation and Compensation Committee; 4. Finance Committee; 5. Audit Committee; 6. CEO Candidate Pool Management Committee	To enhance candidate pool management

Article 29. Appointment of the CEO and the Representative Director ① By resolution of the Board of Directors, the CEO and the Representative Director shall be elected from among the Inside Directors after his qualification is approved by the CEO Candidate Recommendation Committee. ② In the event a candidate for the position of Inside Director is nominated as the CEO and the Representative Director candidate and approved by the CEO Candidate Recommendation Committee, the Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate at the General Meetings of Shareholders. Where the CEO and the Representative Director candidate is appointed as an Inside Director at General Meetings of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director. ③ Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors.	Article 29. Appointment of the CEO and the Representative Director ① By resolution of the Board of Directors, the CEO and the Representative Director shall be elected from among the Inside Directors after his qualification is approved by the CEO Candidate Recommendation Committee. ② In the event a candidate for the position of Inside Director is nominated as the CEO and the Representative Director candidate and approved by the CEO Candidate Recommendation Committee, the Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate at the General Meetings of Shareholders. Where the CEO and the Representative Director candidate is appointed as an Inside Director at General Meetings of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director. ③ Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors.	To ensure consistency in rules and terminology across the AoI and internal regulations Revisions contain changes in Korean terminology that does not impact the English language terminology.

—	ADDENDA (March 21, 2024) The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Ordinary General Meeting of Shareholders for the 56th fiscal year.	—

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● Agenda 3: Election of Inside Directors

[Description of the Proposal]

Pursuant to Article 382 of the Korean Commercial Act and Article 28, 29, 29-2 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to appoint one(1) Inside Director to be the Representative Director & CEO and other three(3) Inside Directors of the Company as follows.

•

Number of Inside Directors to be Elected: 4 Directors

•

Candidates



Name/ Agenda	Date of Birth	Professional Experience		Term
Name/ Agenda	Recommended by	Period	Details	Term
Chang, In-Hwa (3-1)	August 17, 1955	March 2021 ~ Present	Senior Corporate Advisor, POSCO	3 Years
	August 17, 1955	March 2018 ~ February 2021	Representative Director, President, Head of Steel Business Unit, POSCO
	Board of Directors	March 2017 ~ February 2018	Board Member, Senior Executive Vice President, Head of Steel Production Division, POSCO
		February 2016 ~ February 2017	Senior Executive Vice President, Head of Technology and Investment Division (Head, Technical Research Laboratories), POSCO
		February 2015 ~ January 2016	Senior Executive Vice President, Head of Steel Solution Marketing Department, POSCO
		March 2014 ~ February 2015	Senior Executive Vice President, Head of New Business Development Department
		January 2011 ~ March 2014	Senior Vice President, Head of New Business Department / New Growth Business Department, POSCO
Jeong, Ki-Seop (3-2)	October 4, 1961	January 2023 ~ Present	CSO of Chief Strategy Office, President of POSCO HOLDINGS INC.	1 Year
		January 2023 ~ Present
		2020	Representative Director, President of POSCO Energy
		2018	Senior Executive Vice President, Head of Corporate Planning Division, POSCO Energy
		2017	Executive Vice President, Head of Domestic Business Management Office, POSCO
	Board of Directors	2016	Senior Vice President, Head of Domestic Business Management Office, POSCO
		2015	Senior Vice President, Finance Chief, POSCO
		2013	Senior Vice President, Head of Business Strategy Department, POSCO International
		2012	Senior Vice President, Head of Overseas Management Team, POSCO International

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Kim, Jun-Hyung (3-3)	November 19, 1962	February 2024 ~ Present	Chief, Green Materials & Energy Business Office, POSCO HOLDINGS INC.	1 Year
		January 2023	Representative Director, President of POSCO FUTURE M Co., Ltd.
		January 2021	Representative Director, President of SNNC
		January 2019	Head, Energy Material Department, POSCO Chemical Co., Ltd.
	Board of Directors	January 2018	Representative Director, POSCO ESM
		February 2017	Board Member, Head of Production Division, Executive Vice President, POSCO ESM
		February 2016	Executive Vice President, Head of New Business Department, POSCO
		March 2013	Senior Vice President, Rolling Mill Sector Deputy Head, Pohang Works, POSCO
Kim, Ki-Soo (3-4)	April 18, 1965	February 2024 ~ Present January 2024	Head of New Experience of Technology Hub, Group CTO, Senior Executive Vice President, POSCO HOLDINGS INC. Senior Executive Vice President, Head, Technical Research Laboratories, POSCO Executive Vice President, Head of Low-Carbon Process R&D Center, POSCO Senior Vice President, Head of Engineering Solution Office, POSCO Vice President, Pohang Research Infra Group, POSCO	1 Year
Kim, Ki-Soo (3-4)	Board of Directors	January 2019 September 2016 June 2014		1 Year

*	All candidates have no relation with the largest shareholder and no transactions with POSCO HOLDINGS INC. in the past three years.

*	All candidates stated and signed that they do not have any legal issues to be qualified for inside directors.

•

Recommendation for candidates by the Board of Directors


Name/ Agenda		Grounds

Chang, In-Hwa (3-1)		Mr. Chang is a seasoned engineer with proven skills as a business leader. After obtaining both B.S. and M.S. degrees in Naval Architecture from Seoul National University, Chang earned his Ph.D. in Ocean Engineering at MIT (US). In 1988, he joined RIST as a researcher before going on to hold top positions in diverse operational organizations, such as New Business Development, Steel Solution Marketing, Technology and Investment and Production. Through these positions, Chang has acquired unparalleled breadth of experience that range from production technology, R&D and business development to investment and marketing. In 2018, while serving as Representative Director and CEO of POSCO, the de facto parent company of POSCO Group prior to the spin-off that launched POSCO Holdings, Chang led the operational efforts to develop and market new businesses while expanding the overseas steel business network. Through these efforts, he has demonstrated his skill to strengthen the integrity of POSCO’s steelmaking competence, while adding substance and stability to new businesses, such as EV battery materials and lithium, thereby forging a way forward for the Group. Profound technological insight, diverse operational experience and his extended tenure at POSCO Group offer undisputed depth of experience and knowledge. Essentially, it is this profound understanding that Mr. Chang has about the POSCO Group that qualifies him as the ideal candidate to serve as Representative Director or POSCO Holdings. He is best suited to continue to keep the steelmaking business strong while exploring new growth opportunities, which are two cardinal growth strategies for POSCO Group. It is our firm belief that Chang, In-Hwa will strengthen POSCO’s global clout through de-carbonization of the steel business and by developing the core competencies in new businesses.

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Jeong, Ki-Seop (3-2)		Recommendation is based on the breadth of knowledge acquired through first-hand experience at the Group’s affiliated businesses, i.e., POSCO, POSCO-International, POSCO Energy, and with proven experience in business restructuring and as CSO of POSCO Group. Jeong is expected to make contributions to Group risk management and enhancement of operational competence.

Kim, Jun-Hyung (3-3)		Having served as Representative Director at POSCO Future M (incumbent), SNNC, and POSCO ESM, Kim has helped to expand the scope of the rechargeable battery materials business for POSCO Group. Hence, recommendation is based on his broad experience and expertise gained in steelmaking and rechargeable battery materials businesses. Kim is expected to contribute to managing the portfolio of eco-friendly future materials and engineering synergy across the Group businesses.

Kim, Ki-Soo (3-4)		Kim possesses undisputed knowledge and experience in breakthrough technology research that ranges from steel product development and process engineering to AI-assisted plant automation. Hence, his contributions are expected to galvanize R&D skills at the Group level. Kim will help to expand business research collaboration through the industry-academia-R&D network and attract new talent.

● Agenda 4: Election of Outside Directors

[Description of the Proposal]

Pursuant to Article 382 of the Korean Commercial Act, Article 28 and 30 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to appoint Outside Directors of the Company as follows.

•

Number of Outside Directors to be Elected: 2 Directors

•

Candidates

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Name/ Agenda	Date of Birth	Professional Experience		Term
Name/ Agenda	Recommended by	Period	Details	Term
Yoo, Young-Sook (4-1)	May 29, 1955	January 2020 ~ Present	Chairperson of the Board(non-permanent), Climate Change Center	3 Years
	Director Candidate Recommendation Committee	April 1990 ~ Present February 2014 ~ January 2021 2014 June 2011 ~ March 2013	Senior/Principal/Honorary Research Scientist, Korea Institute of Science and Technology(KIST) Board Member(non-permanent), Research Institute of Industrial Science & Technology Co-President, Climate Change Center Minister, Ministry of Environment
		November 2009 ~ August 2010	Vice President, KIST
		2007 ~ October 2009	Head of Biological Science Research, KIST
Kwon, Tae-Kyun (4-2)	November 28, 1955	December 2015 ~ June 2021	Senior Advisor, Yulchon LLC.	3 Years
	November 28, 1955	2014 ~ 2020	Outside Director, SAMSUNG ELECTRO-MECHANICS CO., LTD.
	Director Candidate Recommendation Committee	2017 ~ 2019	Outside Director, MIRAE ASSET DAEWOO CO., LTD.
		2010	Ambassador, Korea to the United Arab Emirates
		2009	Chief Administrator, Public Procurement Service
		2008	Head of Trade and Investment Office, Ministry of Knowledge Economy
		2007	Deputy Minister for Free Economic Zone Planning, MOFE
		2006	Commissioner, Korea Financial Intelligence Unit, MOFE
		2005	Head of International Finance Bureau, MOFE
		2001	Economic Councilor, OECD Representative Finance and
		1996	Economy Advisor, Office of the President
		1992	Country Officer, Asian Development Bank

*	The candidates have no relation with the largest shareholder and no transactions with POSCO HOLDINGS INC. for the past three years.

In the case of the candidate Kwon, Tae-Kyun, there was no dealings with the candidate himself. Dealings existed between POSCO Group and Yulchon. Candidate Kwon resigned from Yulchon in June, 2021, shortly after his appointment as Outside Director at POSCO Holdings in March 2021. As a non-standing advisor, Kwon’s scope of work at Yulchon was limited to offering advice on Middle East regional issues. While intermittent services were provided to POSCO Holdings by Yulchon, candidate Kwon was never involved in those services.

*	The candidate stated and signed that he does not have any legal issues to be qualified for outside director.

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•

Candidates’ plan to fulfill duties as Outside Directors


Name		Working Plan
Yoo, Young-Sook (4-1)		With diverse experience in the ESG field, broad domestic and international networks, and information related to the environment as the Minister of Ministry of Environment, Vice president of KIST, and Chair of the Board at the Climate Change Center, she aims to establish business strategy directions, review risks in all aspects of the company’s business, and actively and specifically advise from the perspective of the company’s shareholders and stakeholders. Based on her experience on the Board of POSCO Holdings over the past three years and her experience serving on special committees such as the ESG, Evaluation and Compensation, and Finance Committee, she aims to provide recommendations to ensure that the company’s governance structure is operated rationally. As an outside director, she will perform a progressive role in transparent and independent positions to provide reasoned oversight of the company’s operations and promote internal integrity.

Kwon, Tae- Kyun (4-2)		Based on various experiences and expertise related to finance, finance and investment, such as ambassadors of the United Arab Emirates, the Administrator of Public Procurement Service and the officer of Asian Development Bank, and public institutions, He intends to check the management risks and provide proactive and specific advice from the perspective of the company’s shareholders and stakeholders. With his experience serving on the POSCO Holdings Board for the past 3 years, as well as serving as a member of various special committee such as ESG, Finance, Evaluation and Compensation and Director Candidate Recommendation Committee, the candidate intends to make the suggestions for reasonable management of corporate governance structure. As an outside director, he aims to represent the interests of the company and its shareholders and stakeholders in a transparent and independent manner, ensuring a balanced approach. Kwon also strives to provide rational oversight over the company’s operations and play a progressive role in advancing the integrity within the company.

•

Recommendation for the candidates by the Board of Directors


Name		Grounds
Yoo, Young-Sook (4-1)		Yoo is an ESG expert, buttressed by her professional experience as Minister of Environment, Principal Research Scientist at KIST and as Co-President at the Climate Change Center. With unrivalled subject matter knowledge and experience, for the past 3 years Yoo has already proven her skills in devising policy, monitoring risk and managing the Board. Her contributions are well appreciated, and with expectations that she will continue to make her mark on the Board and in serving the interest of the company’s future, Yoo is recommended to serve as an independent director on the Board.

Kwon, Tae- Kyun (4-2)		Kwon is a finance expert who has served in public finance, e.g., Asian Development Bank, and private finance. It is based on the breadth of his subject matter experience and knowledge that he has proven his skills during his 3-year service on the Board to devise policy, monitor risk, enhance governance and manage the Board. With firm belief that Kwon will continue to make his mark on the advancement of the Board, he is recommended to serve as an independent director.

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● Agenda 5: Election of Outside Director to Serve on the Audit Committee

Pursuant to Article 542-12 of the Korean Commercial Act and Article 48 of the Company’s Articles of Incorporation, we request the Ordinary General Meeting of Shareholders to appoint one Outside Director to serve on the Audit Committee Member of the Company as follows.

•

Number of Outside Director to be Elected: 1 Director

•

Candidate



	Date of Birth	Professional Experience		Term
Name/ Agenda	Recommended by	Period	Details	Term

Park, Sung-Wook	January 8, 1958	2022 ~ Present	Chairman, National Academy of Engineering of Korea (NAEK)	3 Years
	January 8, 1958	2015 ~ Present	Member, National Academy of Engineering of Korea (NAEK)
	Director Candidate Recommendation Committee	2019 ~ 2022	Management Advisor and Vice Chairman, SK Hynix Inc.
		2016 ~ 2019	Chairman, Korea Semiconductor Industry Association (KSIA)
		2013 ~ 2018	CEO, President ~ Vice Chairman, SK Hynix Inc.
		2005 ~ 2013	Senior Executive Vice President, Head of Research Institute, Hynix Semiconductor Inc.
		2001 ~ 2005	Senior Vice President, Head of HSA, Hynix Semiconductor Inc.
		1984 ~ 2001	Semiconductor R&D Center, Hyundai Electronics Co., Ltd

*	The candidates have no relation with the largest shareholder and no transactions with POSCO HOLDINGS INC. for the past three years.

*	The candidate stated and signed that he does not have any legal issues to be qualified for outside director.

•

Candidates’ plan to fulfill duties as Outside Directors

Name

Working Plan

Park,

Sung-Wook

Having worked as a researcher at Hyundai Electronics, Head of Research Institute at Hynix Semiconductor, CTO, and CEO of SK Hynix, as a CEO with an engineering background in the advanced material semiconductor industry, expertise in R&D, and experience in technological innovation, he aims to play a role as a member of the BoD.

Having served as Chair of KSIA and being appointed as Chair of NAEK from 2022, he aims to leverage his extensive domestic and international network in R&D, as well as his understanding and experience in manufacturing, to contribute to the establishment of progressive and innovative polices for the company.

As a candidate, he will adhere to the duties of an outside director, perform his duties in a transparent and independent manner, and contribute to the company’s business risk management, sustainable management through R&D, and technological innovation.

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•

Recommendation for the candidates by the Board of Directors

Name

Grounds

Park,

Sung-Wook

Park is a business management, materials, and R&D expert in the manufacturing sector. Currently, he serves as Chair of the National Academy of Engineering of Korea where he continues to engage in a wide variety of research and breakthrough technology activities. He possesses seasoned knowledge and first-hand experience on the ground in managing business and R&D projects.

Park is expected to contribute to the Board not only from a technological perspective, but also in offering insight on the management of the business and the Board, thereby enhancing the growth and sustainability of the Group’s businesses.

● Agenda 6: Approval of Director Remuneration Limit (FY2024)

☐	The director remuneration limit (to be approved) in the FY 2024:

KRW 10.0 billion

☐	The ceiling amount (approved) of the total remuneration in the FY 2023:

KRW 10.0 billion

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	POSCO HOLDINGS INC.
	(Registrant)

Date: February 21, 2024	By	/s/ Han, Young-Ah
	(Signature)
		Name: Han, Young-Ah
		Title: Senior Vice President

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Appendix 1

POSCO HOLDINGS INC.

(Formerly, POSCO)

and Subsidiaries

Consolidated Financial Statements

December 31, 2023 and 2022

(With Independent Auditors’ Report Thereon)

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	Page

Independent Auditors’ Report		TBD

Consolidated Financial Statements

Consolidated Statements of Financial Position		3

Consolidated Statements of Comprehensive Income		5

Consolidated Statements of Changes in Equity		6

Consolidated Statements of Cash Flows		8

Notes to the Consolidated Financial Statements		TBD

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POSCO HOLDINGS INC. and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2023 and 2022


(in millions of Won)	Notes		December 31, 2023		December 31, 2022
Assets

Cash and cash equivalents		4,5,23		6,670,879		8,053,108
Trade accounts and notes receivable, net		6,17,23,30,38		11,015,302		9,769,553
Other receivables, net		7,23,38		1,947,529		2,112,697
Other short-term financial assets		8,23		11,403,166		10,909,920
Inventories		9		13,825,514		15,472,417
Current income tax assets		36		101,979		243,829
Assets held for sale		10		406,945		12,003
Other current assets		16		840,984		1,075,939

Total current assets				46,212,298		47,649,466

Long-term trade accounts and notes receivable, net		6,23		42,516		24,033
Other receivables, net		7,23,38		1,452,445		1,520,331
Other long-term financial assets		8,23		2,708,325		2,332,538
Investments in associates and joint ventures		11		5,020,264		4,996,551
Investment property, net		13		1,616,294		1,074,031
Property, plant and equipment, net		14		35,206,248		31,781,195
Intangible assets, net		15		4,714,784		4,838,451
Defined benefit assets, net		21		464,758		520,659
Deferred tax assets		36		3,334,266		3,502,152
Other non-current assets		16		173,196		167,374

Total non-current assets				54,733,096		50,757,315

Total assets				100,945,394		98,406,781

See accompanying notes to the consolidated financial statements

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POSCO HOLDINGS INC. and Subsidiaries

Consolidated Statements of Financial Position, Continued

As of December 31, 2023 and 2022


(in millions of Won)	Notes		December 31, 2023			December 31, 2021
Liabilities

Trade accounts and notes payable		23,38		5,782,825			5,520,807
Short-term borrowings and current installments of long-term borrowings		4,17,23		10,959,217			11,915,994
Other payables		18,23,38		2,737,478			2,865,868
Other short-term financial liabilities		19,23		163,626			106,527
Current income tax liabilities		36		319,096			502,685
Liabilities directly associated with the assets held for sale				141,890			5
Provisions		20		419,744			515,988
Other current liabilities		22,29		1,337,642			1,760,316

Total current liabilities				21,861,518			23,188,190

Long-term trade accounts and notes payable		23,38		—			15
Long-term borrowings, excluding current installments		4,17,23		15,011,163			12,389,667
Other payables		18,23		873,565			790,402
Other long-term financial liabilities		19,23		153,782			87,052
Defined benefit liabilities, net		21		38,754			37,707
Deferred tax liabilities		36		2,760,234			2,924,552
Long-term provisions		20		468,009			579,918
Other non-current liabilities		22		114,472			151,877

Total non-current liabilities				19,419,979			16,961,190

Total liabilities				41,281,497			40,149,380

Equity

Share capital		24		482,403			482,403
Capital surplus		24,28		1,663,334			1,400,832
Hybrid bonds		25		—			—
Reserves		26		67,256			(443,990	)
Treasury shares		27		(1,889,658	)		(1,892,308	)
Retained earnings				53,857,514			52,965,179

Equity attributable to owners of the controlling company				54,180,849			52,512,116
Non-controlling interests		25		5,483,048			5,745,285

Total equity				59,663,897			58,257,401

Total liabilities and equity				100,945,394			98,406,781

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022


(in millions of Won, except per share information)	Notes	2023			2022
Revenue	29,30,38		77,127,197			84,750,204
Cost of sales	30,32,35,38		(70,710,293	)		(77,100,912	)

Gross profit			6,416,904			7,649,292

Selling and administrative expenses	31,35
Impairment loss on (reversal of) trade accounts and notes receivable	23		17,785			(24,791	)
Other administrative expenses	28,32		(2,669,687	)		(2,479,966	)
Selling expenses			(233,579	)		(294,482	)

Operating profit			3,531,423			4,850,053

Share of profit of equity-accounted investees, net	11		269,678			676,260

Finance income and costs	23,33
Finance income			3,830,746			4,834,011
Finance costs			(4,202,996	)		(5,804,466	)

Other non-operating income and expenses	34
Impairment loss on other receivables	23		(283,699	)		(9,824	)
Other non-operating income			394,346			592,017
Other non-operating expenses	35		(904,343	)		(1,123,685	)

Profit before income tax			2,635,155			4,014,366
Income tax expense	36		(789,305	)		(453,882	)

Profit			1,845,850			3,560,484

Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
Capital adjustment arising from investments in equity-accounted investees			28,745			946
Foreign currency translation differences			76,433			(48,702	)
Remeasurements of defined benefit plans	21		(118,548	)		105,769
Net changes in fair value of equity investments at fair value through other comprehensive income	23		257,725			(10,076	)
Items that are or may be reclassified subsequently to profit or loss:
Capital adjustment arising from investments in equity-accounted investees			207,860			132,188
Foreign currency translation differences			34,118			52,726
Gains or losses on valuation of derivatives	23		(1,292	)		1,023

Other comprehensive income, net of tax			485,041			233,874

Total comprehensive income			2,330,891			3,794,358

Profit attributable to:
Owners of the controlling company			1,698,092			3,144,087
Non-controlling interests			147,758			416,397

Profit			1,845,850			3,560,484

Total comprehensive income attributable to :
Owners of the controlling company			2,131,737			3,380,649
Non-controlling interests			199,154			413,709

Total comprehensive income			2,330,891			3,794,358

Earnings per share (in Won)	37
Basic earnings per share (in Won)			22,382			41,456
Diluted earnings per share (in Won)			22,382			39,126

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and Subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023 and 2022


(in millions of Won)	Attributable to owners of the controlling company																				Non- controlling interests			Total
(in millions of Won)	Share capital		Capital surplus			Hybrid bonds			Reserves			Treasury shares			Retained earnings			Subtotal			Non- controlling interests			Total

Balance as of January 1, 2022		482,403		1,387,960			199,384			(666,985	)		(2,508,294	)		51,532,887			50,427,355			4,377,588			54,804,943
Comprehensive income:
Profit		—		—			—			—			—			3,144,087			3,144,087			416,397			3,560,484
Other comprehensive income
Remeasurements of defined benefit plans, net of tax		—		—			—			—			—			67,167			67,167			38,602			105,769
Capital adjustment arising from investments in equity-accounted investees, net of tax		—		—			—			126,278			—			—			126,278			6,856			133,134
Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax		—		—			—			49,516			—			(59,576	)		(10,060	)		(16	)		(10,076	)
Foreign currency translation differences, net of tax		—		—			—			52,725			—			—			52,725			(48,701	)		4,024
Gains or losses on valuation of derivatives, net of tax		—		—			—			452			—			—			452			571			1,023

Total comprehensive income		—		—			—			228,971			—			3,151,678			3,380,649			413,709			3,794,358

Transactions with owners of the controlling company, recognized directly in equity:
Year-end dividends		—		—			—			—			—			(378,128	)		(378,128	)		(82,110	)		(460,238	)
Interim dividends		—		—			—			—			—			(758,492	)		(758,492	)		—			(758,492	)
Changes in subsidiaries		—		—			—			—			—			—			—			422,424			422,424
Changes in ownership interest in subsidiaries		—		(7,827	)		—			—			—			—			(7,827	)		425,871			418,044
Interest of hybrid bonds		—		—			—			—			—			(1,487	)		(1,487	)		(15,007	)		(16,494	)
Variation due to split		—		—			(199,384	)		—			—			—			(199,384	)		199,384			—
Disposal of treasury stock		—		9,491			—			—			48,512			—			58,003			—			58,003
Retirement of treasury stock		—		—			—			—			567,474			(583,485	)		(16,011	)		—			(16,011	)
Share-based payment		—		12,115			—			—			—			—			12,115			—			12,115
Others		—		(907	)		—			(5,976	)		—			2,206			(4,677	)		3,426			(1,251	)

Total transactions with owners of the controlling company		—		12,872			(199,384	)		(5,976	)		615,986			(1,719,386	)		(1,295,888	)		953,988			(341,900	)

Balance as of December 31, 2022		482,403		1,400,832			—			(443,990	)		(1,892,308	)		52,965,179			52,512,116			5,745,285			58,257,401

See accompanying notes to the consolidated financial statements.

Table of Contents

POSCO HOLDINGS INC. and Subsidiaries

Consolidated Statements of Changes in Equity, Continued

For the years ended December 31, 2023 and 2022


(in millions of Won)	Attributable to owners of the controlling company																		Non- controlling interests			Total
(in millions of Won)	Share capital		Capital surplus		Hybrid bonds		Reserves			Treasury shares			Retained earnings			Subtotal			Non- controlling interests			Total
Balance as of January 1, 2023		482,403		1,400,832		—		(443,990	)		(1,892,308	)		52,965,179			52,512,116			5,745,285			58,257,401
Comprehensive income:
Profit		—		—		—		—			—			1,698,092			1,698,092			147,758			1,845,850
Other comprehensive income
Remeasurements of defined benefit plans, net of tax		—		—		—		—			—			(83,148	)		(83,148	)		(35,400	)		(118,548	)
Capital adjustment arising from investments in equity-accounted investees, net of tax		—		—		—		225,591			—			—			225,591			11,014			236,605
Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax		—		—		—		257,122			—			603			257,725			—			257,725
Foreign currency translation differences, net of tax		—		—		—		34,118			—			—			34,118			76,433			110,551
Gains or losses on valuation of derivatives, net of tax		—		—		—		(641	)		—			—			(641	)		(651	)		(1,292	)

Total comprehensive income		—		—		—		516,190			—			1,615,547			2,131,737			199,154			2,330,891

Transactions with owners of the controlling company, recognized directly in equity:
Year-end dividends		—		—		—		—			—			(151,698	)		(151,698	)		(94,690	)		(246,388	)
Interim dividends		—		—		—		—			—			(569,072	)		(569,072	)		—			(569,072	)
Changes in subsidiaries		—		—		—		—			—			—			—			5,805			5,805
Changes in ownership interest in subsidiaries		—		250,363		—		—			—			—			250,363			12,383			262,746
Interest of hybrid bonds		—		—		—		—			—			—			—			(8,925	)		(8,925	)
Repayment of hybrid bonds		—		—		—		—			—			—			—			(339,837	)		(339,837	)
Disposal of treasury stock		—		2,880		—		—			2,650			—			5,530			—			5,530
Share-based payment		—		6,783		—		—			—			—			6,783			—			6,783
Others		—		2,476		—		(4,944	)		—			(2,442	)		(4,910	)		(36,127	)		(41,037	)

Total transactions with owners of the controlling company		—		262,502		—		(4,944	)		2,650			(723,212	)		(463,004	)		(461,391	)		(924,395	)

Balance as of December 31, 2023		482,403		1,663,334		—		67,256			(1,889,658	)		53,857,514			54,180,849			5,483,048			59,663,897

See accompanying notes to the consolidated financial statements.

Table of Contents

POSCO HOLDINGS INC. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022


(in millions of Won)	Notes	2023			2022
Cash flows from operating activities
Profit			1,845,850			3,560,484
Adjustments for:
Depreciation			3,325,088			3,204,743
Amortization			498,193			488,834
Finance income			(1,850,756	)		(1,943,661	)
Finance costs			2,179,233			2,532,735
Income tax expense			789,305			453,883
Impairment loss on property, plant and equipment			275,846			213,183
Gain on disposal of property, plant and equipment			(9,387	)		(18,502	)
Loss on disposal of property, plant and equipment			125,823			111,082
Impairment loss on goodwill and other intangible assets			129,907			370,663
Gain on disposal of investments in subsidiaries, associates and joint ventures			(197,088	)		(13,904	)
Loss on disposal of investments in subsidiaries, associates and joint ventures			18,843			12,400
Share of profit of equity-accounted investees			(269,678	)		(676,260	)
Gain on disposal of assets held for sale			(1,312	)		(55,262	)
Loss on disposal of assets held for sale			103,366			3,965
Expenses related to post-employment benefit			203,967			228,611
Impairment loss on trade and other receivables			265,914			34,615
Loss on valuation of inventories			295,032			259,678
Increase to provisions			10,071			289,915
Insurance money			(7,682	)		(236,344	)
Others, net			(38,199	)		28,382

			5,846,486			5,288,756

Changes in operating assets and liabilities	40		(1,017,369	)		(335,363	)
Interest received			447,630			249,751
Interest paid			(1,037,659	)		(560,766	)
Dividends received			696,941			757,502
Income taxes paid			(730,837	)		(2,773,599	)

Net cash provided by operating activities			6,051,042			6,186,765

See accompanying notes to the consolidated financial statements.

Table of Contents

POSCO HOLDINGS INC. and Subsidiaries

Consolidated Statements of Cash Flows, Continued

For the years ended December 31, 2023 and 2022


(in millions of Won)	Notes		2023			2022
Cash flows from investing activities
Acquisitions of short-term financial instruments				(39,845,242	)		(89,327,182	)
Proceeds from disposal of short-term financial instruments				40,168,560			91,539,884
Increase in loans				(1,187,168	)		(1,087,409	)
Collection of loans				1,371,072			1,086,964
Acquisitions of securities				(382,372	)		(493,054	)
Proceeds from disposal of securities				144,464			332,724
Acquisitions of long-term financial instruments				(5,362	)		(21,638	)
Acquisitions of investment in subsidiaries, associates and joint ventures				(417,603	)		(518,158	)
Proceeds from disposal of investment in subsidiaries, associates and joint ventures				142,316			169,365
Acquisitions of investment property				(55,833	)		(1,561	)
Proceeds from disposal of investment property				404			23,401
Acquisitions of property, plant and equipment				(6,721,840	)		(4,927,586	)
Proceeds from disposal of property, plant and equipment				(9,100	)		864
Acquisitions of intangible assets				(423,605	)		(492,873	)
Proceeds from disposal of intangible assets				28,079			7,748
Proceeds from disposal of assets held for sale				4,850			111,488
Collection of lease receivables				52,657			54,614
Cash outflows due to business combinations				(150,201	)		(901,223	)
Cash inflow due to insurance money				7,682			236,344
Others, net				(7,352	)		(12,583	)

Net cash used in investing activities				(7,285,594	)		(4,219,871	)

Cash flows from financing activities		40
Proceeds from borrowings				7,787,143			4,553,746
Repayment of borrowings				(5,321,696	)		(4,138,054	)
Proceeds from (repayment of) short-term borrowings, net				(1,635,917	)		1,764,569
Capital contribution from non-controlling interests				299,342			577,330
Payment of cash dividends				(815,451	)		(1,218,405	)
Repayment of hybrid bonds				(340,000	)		—
Payment of interest of hybrid bonds				(10,043	)		(16,494	)
Repayment of lease liabilities				(222,829	)		(268,082	)
Others, net				94,881			64,798

Net cash provided by (used in) financing activities				(164,570	)		1,319,408

Effect of exchange rate fluctuation on cash held				16,719			(8,740	)

Net increase in cash and cash equivalents				(1,382,403	)		3,277,562
Cash and cash equivalents at beginning of the period		5,10		8,053,282			4,775,720

Cash and cash equivalents at end of the period		5,10		6,670,879			8,053,282

See accompanying notes to the consolidated financial statements.

Table of Contents

Appendix 2

POSCO HOLDINGS INC.

(Formerly, POSCO)

Separate Financial Statements

December 31, 2023 and 2022

(With Independent Auditors’ Report Thereon)

Table of Contents


	Page

Independent Auditors’ Report		TBD

Separate Financial Statements

Separate Statements of Financial Position		3

Separate Statements of Comprehensive Income		5

Separate Statements of Changes in Equity		6

Separate Statements of Cash Flows		7

Notes to the Separate Financial Statements		TBD

Independent Auditors’ Report on Internal Control over Financial Reporting		TBD

Report on the Operating Status of Internal Control over Financial Reporting		TBD

Table of Contents

POSCO HOLDINGS INC.

Separate Statements of Financial Position

As of December 31, 2023 and 2022


(in millions of Won)	Notes	December 31, 2023		December 31, 2022
Assets
Cash and cash equivalents	4,5,22		376,914		1,415,201
Trade accounts and notes receivable, net	6,22,36		238,332		128,991
Other receivables, net	7,22,36		68,821		40,288
Other short-term financial assets	8,22		3,940,743		2,515,375
Current income tax assets	34		32,015		203,263
Other current assets	15		1,074		5,172

Total current assets			4,657,899		4,308,290

Other receivables, net	7,22		6,955		209,057
Other long-term financial assets	8,22		1,131,074		1,062,530
Investments in subsidiaries, associates and joint ventures	11		45,321,370		45,187,627
Investment property, net	12		309,900		220,699
Property, plant and equipment, net	13		197,787		145,006
Intangible assets, net	14		19,341		15,902
Other non-current assets	15		1,872		8

Total non-current assets			46,988,299		46,840,829

Total assets			51,646,198		51,149,119

See accompanying notes to the separate financial statements.

Table of Contents

POSCO HOLDINGS INC.

Separate Statements of Financial Position, Continued

As of December 31, 2023 and 2022


(in millions of Won)	Notes	December 31, 2023			December 31, 2022
Liabilities
Short-term borrowings and current installments of long-term borrowings	4,16,22,38		1,756,691			—
Other payables	17,22,36,38		39,739			64,597
Other short-term financial liabilities	18,22,38		1,571			5,815
Provisions	19		14,983			45,388
Other current liabilities	21		6,686			3,193

Total current liabilities			1,819,670			118,993

Long-term borrowings, excluding current installments	4,16,22,38		1,316			1,359,587
Other payables	17,22,38		26,804			—
Other long-term financial liabilities	18,22,38		6,968			3,668
Defined benefit liabilities, net	20		4,283			3,761
Deferred tax liabilities	34		2,281,500			2,480,379
Long-term provisions	19		2,634			10,868
Other non-current liabilities	21		3,158			—

Total non-current liabilities			2,326,663			3,858,263

Total liabilities			4,146,333			3,977,256

Equity
Share capital	23		482,403			482,403
Capital surplus	23,26		1,370,557			1,360,894
Reserves	24		30,678			(188,801	)
Treasury shares	25		(1,889,658	)		(1,892,308	)
Retained earnings	27		47,505,885			47,409,675

Total equity			47,499,865			47,171,863

Total liabilities and equity			51,646,198			51,149,119

See accompanying notes to the separate financial statements.

Table of Contents

POSCO HOLDINGS INC.

Separate Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022


(in millions of Won, except per share informations)	Notes	2023			2022
Operating revenue	28,36
Revenue			1,454,079			8,589,819
Operating expenses	9,33,36
Cost of sales	33		—			(6,463,246	)
Impairment loss on trade accounts and notes receivable			—			—
Other administrative expenses	26,29		(347,450	)		(414,086	)
Selling expenses	29		—			(37,594	)

			(347,450	)		(6,914,926	)

Operating profit			1,106,629			1,674,893
Finance income and costs	22,31
Finance income			315,828			392,984
Finance costs			(405,881	)		(434,963	)

Other non-operating income and expenses
Impairment loss on other receivables			(221,251	)		(128	)
Other non-operating income	32		23,469			33,699
Other non-operating expenses	32,33		(135,071	)		(347,002	)

Profit before income tax			683,723			1,319,483
Income tax expense (benefit)	34		115,854			(1,787,336	)

Profit (loss)			799,577			(467,853	)

Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
Remeasurements of defined benefit plans	20		(97	)		(75,271	)
Net changes in fair value of equity investments at fair value through other comprehensive income	8,22		236,979			(37,054	)
Total comprehensive income (loss)			1,036,459			(580,178	)

Earnings (loss) per share (in Won)	35
Basic earnings (loss) per share (in Won)			10,539			(6,185	)
Diluted earnings (loss) per share (in Won)			10,539			(6,649	)

See accompanying notes to the separate financial statements.

Table of Contents

POSCO HOLDINGS INC.

Separate Statements of Changes in Equity

For the years ended December 31, 2023 and 2022


(in millions of Won)	Share capital		Capital surplus		Hybrid bonds			Reserves			Treasury shares			Retained earnings			Total
Balance as of January 1, 2022		482,403		1,339,289		199,384			(211,849	)		(2,508,294	)		49,734,492			49,035,425
Comprehensive income:
Loss		—		—		—			—			—			(467,852	)		(467,852	)
Other comprehensive income (loss)
Remeasurements of defined benefit plans, net of tax		—		—		—			—			—			(75,271	)		(75,271	)
Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax		—		—		—			23,048			—			(60,102	)		(37,054	)
Transactions with owners of the Company, recognized directly in equity:
Year-end dividends		—		—		—			—			—			(378,128	)		(378,128	)
Interim dividends		—		—		—			—			—			(758,492	)		(758,492	)
Interest of hybrid bonds		—		—		—			—			—			(1,486	)		(1,486	)
Disposal of treasury shares		—		9,491		—			—			48,512			—			58,003
Retirement of treasury shares		—		—		—			—			567,474			(583,486	)		(16,012	)
Changes from spin-off		—		—		(199,384	)		—			—			—			(199,384	)
Share-based payment		—		12,114		—			—			—			—			12,114

Balance as of December 31, 2022		482,403		1,360,894		—			(188,801	)		(1,892,308	)		47,409,675			47,171,863


Balance as of January 1, 2023		482,403		1,360,894		—			(188,801	)		(1,892,308	)		47,409,675			47,171,863
Comprehensive income:
Profit		—		—		—			—			—			799,577			799,577
Other comprehensive income (loss)
Remeasurements of defined benefit plans, net of tax		—		—		—			—			—			(97	)		(97	)
Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax		—		—		—			219,479			—			17,500			236,979
Transactions with owners of the Company, recognized directly in equity:
Year-end dividends		—		—		—			—			—			(151,698	)		(151,698	)
Interim dividends		—		—		—			—			—			(569,072	)		(569,072	)
Disposal of treasury shares		—		2,880		—			—			2,650			—			5,530
Share-based payment		—		6,783		—			—			—			—			6,783

Balance as of December 31, 2023		482,403		1,370,557		—			30,678			(1,889,658	)		47,505,885			47,499,865

See accompanying notes to the separate financial statements.

Table of Contents

POSCO HOLDINGS INC.

Separate Statements of Cash Flows

For the years ended December 31, 2023 and 2022


(in millions of Won)	Notes		2023			2022
Cash flows from operating activities
Profit (loss)				799,577			(467,852	)
Adjustments for:
Expenses related to post-employment benefit				7,568			22,082
Depreciation				11,309			393,121
Amortization				1,269			17,180
Impairment loss on trade and other receivables				221,251			128
Finance income				(308,939	)		(346,942	)
Dividend income				(1,254,239	)		(909,846	)
Finance costs				401,716			369,038
Loss on valuation of inventories				—			1,722
Gain on disposal of property, plant and equipment				—			(5,464	)
Loss on disposal of property, plant and equipment				2,360			20,211
Impairment loss on property, plant and equipment				10,657			3
Gain on disposal of investments in subsidiaries, associates and joint ventures				(230	)		(13,933	)
Impairment loss on investments in subsidiaries, associates and joint ventures				109,568			263,263
Loss on disposal of assets held for sale				998			—
Gain on disposal of assets held for sale				—			(2,706	)
Increase (decrease) to provisions				(7,303	)		55,196
Income tax expense (benefit)				(115,854	)		1,787,336
Employee benefits				—			61,603
Share-based payments costs		26		5,351			4,393
Others				(11,631	)		(1,350	)
Changes in operating assets and liabilities		38		(42,934	)		(808,142	)
Interest received				45,517			44,615
Interest paid				—			(50,424	)
Dividends received				1,188,338			891,019
Income taxes paid (received)				25,687			(2,054,488	)

Net cash provided by (used in) operating activities				1,090,036			(730,237	)

See accompanying notes to the separate financial statements.

Table of Contents

POSCO HOLDINGS INC.

Separate Statements of Cash Flows, Continued

For the years ended December 31, 2023 and 2022


(in millions of Won)	Notes	2023			2022
Cash flows from investing activities
Decrease in deposits			890,000			450,017
Proceeds from disposal of short-term financial instruments			6,255,711			28,806,313
Proceeds from disposal of long-term financial instruments			—			5
Collection of short-term loans			1,249			1,416
Collection of long-term loans			2,000			—
Proceeds from disposal of debt securities			—			151,100
Proceeds from disposal of equity securities			261,612			166,358
Proceeds from disposal of other securities			4,501			49,961
Proceeds from disposal of investments in subsidiaries, associates and joint ventures			957,353			804,754
Proceeds from disposal of intangible assets			—			—
Proceeds from disposal of assets held for sale			—			3,074
Increase in deposits			(2,640,000	)		(550,571	)
Acquisition of short-term financial instruments			(5,717,490	)		(25,457,214	)
Acquisition of long-term financial instruments			(2	)		—
Increase in long-term loans			—			(3,618	)
Acquisition of debt securities			—			(50,000	)
Acquisition of other securities			(26,282	)		(104,197	)
Acquisition of investments in subsidiaries, associates and joint ventures			(1,237,817	)		(1,042,298	)
Acquisition of property, plant and equipment			(102,192	)		(359,532	)
Payment for disposal of property, plant and equipment			—			(14,447	)
Acquisition of intangible asstes			(4,402	)		(10,195	)
Cash outflow for spin-off			—			(1,910,211	)
Acquisition of investment properties			(54,892	)		—
Payment of short-term guarantee deposits			(691	)		—
Net cash provided by (used in) investing activities			(1,411,342	)		930,715

Cash flows from financing activities
Proceeds from borrowings			—			537,165
Increase in long-term financial liabilities			3,781			15,515
Repayment of borrowings			—			(232,977	)
Decrease in long-term financial liabilities			—			(279	)
Repayment of lease liabilities			—			(7,493	)
Payment for disposal of derivatives			—			(7,102	)
Payment of cash dividends			(720,762	)		(1,136,298	)

Net cash used in financing activities	39		(716,981	)		(831,469	)

Effect of exchange rate fluctuation on cash held			—			3,919
Net decrease in cash and cash equivalents			(1,038,287	)		(627,072	)
Cash and cash equivalents at beginning of the period	5		1,415,201			2,042,273

Cash and cash equivalents at end of the period	5		376,914			1,415,201

See accompanying notes to the separate financial statements.

EX-99.1 2 d761413dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

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POSCO HOLDINGS 2024 Ordinary General Meeting of Shareholders - Reference Material – posco HOLDINGS Green Tomorrow, with POSCO

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Contents 01 Convocation Notice of Ordinary General Meeting of Shareholders 03 02 2023 Financial & ESG Highlights 04 03 Amendments of the Articles of Incorporation 06 04 Composition of the Board 07 05 CEO Succession Policy & Inside Director Candidates 08 06 Outside Director Appointment Process, Candidates and Board Skills Matrix 13 07 Director Remuneration 18

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1. Convocation Notice of Ordinary General Meeting of Shareholders With wishes for health and prosperity in the new year, NOTICE IS HEREBY GIVEN that the 56th General Shareholders’ Meeting of POSCO Holdings will convene in accordance with Article 20 of the Articles of Incorporation. Date : At 9:00 a.m. on March 21, 2024, Korea Standard Time (UTC+9) Place : Art Hall, 4F West Wing, POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea Agenda Items Agenda Description Relevant Slide Item 1 Approval of Financial Statements for the 56th FY 04 Item 2 Partial Amendments of the Articles of Incorporation 06 Item 3 Election of Inside Directors 3-1 Election of Chang, In-Hwa as Inside Director (CEO candidate) 08~ 09 3-2 Election of Jeong, Ki-Seop as Inside Director 10 3-3 Election of Kim, Jun-Hyung as Inside Director 11 3-4 Election of Kim, Ki-Soo as Inside Director 12 Item 4 Election of Outside Directors 4-1 Election of Yoo, Young-Sook as Outside Director 14 4-2 Election of Kwon, Tae-Kyun as Outside Director 15 Item 5 Election of Park, Sung-Wook as Outside Director to serve on the Audit Committee 16 Item 6 Approval of Director Remuneration Limit 18 03

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2.1 Financial Highlights 2023 steel market decline and metals price falls squeezed revenue and operating profit by 9.0% and 27.2%, respectively. - Speedy restoration of Pohang works from the flood damage accelerated profit recovery, recording operating profits of KRW0.7 trillion (Q1) and 1.3 trillion (Q2) - Prolonged real estate market collapse in China impacted the steel market from Q3, causing prices to decline (OP of 1.2 trillion in Q3) - In Q4, lithium price drop inflicts pressure on production cost and inventory impairment, further squeezing profits (OP of 0.3 trillion in Q4) By investing KRW 8.6 trillion to seek future growth opportunities, such as for lithium production capability, POSCO Group is poised to generate synergy and balance across businesses. - (Steel) Expansion of premium products through additional high-grade NO capacity, and BF-based decarbonizationbridge process. Detailed planning of HyREX transition schedule - (Green Materials) Achieved commercial lithium production capability and recycling technology through construction of P-PLS, P-HY Clean Metal, P-Argentina (phases 1 & 2) - (Green Infrastructure) Merger of P-INT’L and P-Energy integrate the LNG value chain to enhance Group-wide synergy and efficiency. EV motor core plant completed in Mexico. - (Breakthrough technologies) Active search and acquisition of top global talent and IP by N.E.X.T. Hub. Establishment of Group Technology Council. 2023 Total Shareholder Return1) is 84.3%, reflecting 80.7% hike in share value and dividend of KRW 10K per share (payout ratio of 44.7%). - Announcement of Shareholder Return Policy(2023-2025): Return 50-60% of annual FCF with base dividend of KRW 10,000 per share - In 2023, KRW 2,500 dividend approved for each quarter (total dividend of KRW 0.8 trillion; base dividend paid from annual FCF of KRW 0.6 trillion) - Implemented the advanced dividend distribution policy procedure that ‘determines dividends ahead of the record date,’ allowing investors to recognize dividend payout size prior to making investment decisions (BoD approval date Jan 31, 2024 ® Record date Feb 29, 2024) Financial Performance (billion KRW, %) Revenue Operating Profit OP Margin 64,367 57,793 76,332 84,750 77,127 6.0% 4.2% 12.1% 5.7% 4.6% 3,869 2,403 9,238 4,850 3,531 2019 2020 2021 2022 2023 Shareholder Return (billion KRW, %) Amount of Retired Shares Cash Dividend Total Shareholder Return based on Profit 2) 43.7% 38.7% 19.4% 47.0% 44.7% 801 620 1,286 567 910 759 2019 2020 2021 2022 2023 1) Total Shareholder Return = (Change in stock price + Dividend) / Previous year-end share price 2) Total Shareholder Return Based on Profit = (Value of retired shares + cash dividend) / Profit attributable to owners of the controlling company 04

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2.2 ESG Highlights To demonstrate our commitment to the 2050 Net Zero vision through action, 2035 Carbon Abatement Goal was released. - In December 2020, POSCO became the first BF-based Asian steelmaker to commit to carbon neutrality by 2050; additionally, mid-term abatement goals were released to achieve 30% reduction by 2030 (40% by 2040) . * Against the baseline year (‘17 – ‘19 average), 2023 carbon abatement per ton of crude steel produced was 3% . - Picked up speed in our decarbonization effort by investing in a 2.5Mtpa electric furnace (EAF) in Gwangyang and by engineering the design of a HyREX pilot facility (300Ktpa) for hydrogen-based steelmaking technology transition. Safety practices enhanced across the Group by galvanizing participation through POSCO Group Safety Council - The Group Safety Council attended by C-level officers convenes every quarter. Additionally, quarterly safety performance is br iefed to the Board and the ESG Committee. - By managing and practicing preventative safety indices, POSCO Group’s LTIFR has improved by 27%, falling from 0.74 (2022) to 0.54 (2023). * LTIFR (Lost-Time Injuries Frequency Rate): frequency of work-related injuries per 1 million working hours Strive to enhance ESG governance by keeping the Board regularly informed - ESG is regarded as an opportunity to catapult POSCO Holdings onto the global stage as a leader of sustainable future materials. Hence, ESG practices (risks and responses) across the Group’s affiliated companies make up critical agenda items that are closely monitored by the Group ESG Council, comprised of top management and C-level officers, and by the Group Management Meeting. Each group meets quarterly to discuss decarbonization milestones reached by each operating company. Our effort is paying off in local and global recognition by ESG rating agencies that hail POSCO Holdings as an ESG leader KCGS ‘A+’ in overall assessment - Category : [E] A, [S] A+, [G*] A+ * rank 3rd out of 791 companies evaluated (top 0.4%) SUSTAINALYTICS Named 2024 Industry Top Rated Company - Risk score : ‘22) 37.5 g ‘23) 24.2* * top 5% among global steel groups ISS Quality Score ‘1st top rate (Grade 1)’ Quality Score (E) : 1st g 1st (S) : 2nd g 1st (G) : 2nd g 1st MSCI ESG Research ‘BBB’ sustained; score raised 5.4 g 5.6 - Marked improvement in Coporate Governance score (5.5 g 7.0) 05

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3. Amendments of the Articles of Incorporation (AoI) By successfully transitioning to a holding company governance structure, the bar has been raised on the system and practices of POSCO Holdings. In order to meet stakeholder demands, we released the ‘POSCO-Proper Enhanced Governance Standard’ in December 2023 which includes the CEO appointment procedure. Improvements in CEO Appointment Procedure No preferential review for term extension of sitting CEO ; begin appointment process 3 months prior to term-end Introduce CEO Candidate Recommendation Advisory Panel to perform objective assessment of the candidate pool Identify 5 main CEO qualifications and disclose assessment standards in advance Launch CEO Candidate Pool Management Committee to identify, groom and manage potential candidates Improvements in Outside Director(OD) Appointment Procedure ‘Outside Director Nomination Advisory Panel’ to recommend to ‘Director Candidate Recommendation Committee’ 5 candidates for each position to be filled Encourage shareholder engagement by communicating upcoming appointments and required competencies Perform outside director evaluation to boost independence and accountability Seek greater proportion of outside directors with corporate and business experience In line with ‘POSCO-Proper Enhanced Governance Standard’, we will form a CEO Candidate Pool Management Committee(Article 45) as a special Board committee which conducts continuous pooling of CEO Candidates. The CEO Candidate Recommendation Committee(Article 29)* will undergo a name change. * Revisions to Article 29 of the AoI contain changes in Korean terminology that does not impact the English language terminology. Before Amendment Article 45. Special Committees 1 The Company shall have special committees under the control of the Board of Directors as follows: 1.ESG Committee; 2. Director Candidate Recommendation Committee; 3.Evaluation and Compensation Committee; 4. Finance Committee; and 5. Audit Committee Article 29. Appointment of the CEO and Representative Director 1 By resolution of the Board of Directors, the CEO and the Representative Director shall be elected from among the Inside Directors once his/her qualification has been approved by the CEO Candidate Recommendation Committee. 2 In the event a candidate for the position of Inside Director is nominated as the CEO and the Representative Director candidate and approved by the CEO Candidate Recommendation Committee, the Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate at the General Meetings of Shareholders. Where the CEO and the Representative Director candidate is appointed as an Inside Director at General Meetings of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director. 3 Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors. After Amendment Article 45. Special Committees 1 The Company shall have special committees under the control of the Board of Directors as follows: 1.ESG Committee; 2. Director Candidate Recommendation Committee; 3.Evaluation and Compensation Committee; 4. Finance Committee; 5. Audit Committee; and 6. CEO Candidate Pool Management Committee Article 29. Appointment of the CEO and Representative Director 1 By resolution of the Board of Directors, the CEO and the Representative Director shall be elected from among the Inside Directors once his/her qualification has been approved by the CEO Candidate Recommendation Committee. 2 In the event a candidate for the position of Inside Director is nominated as the CEO and the Representative Director candidate and approved by the CEO Candidate Recommendation Committee, the Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate at the General Meetings of Shareholders. Where the CEO and the Representative Director candidate is appointed as an Inside Director at General Meetings of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director. 3 Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors. Purpose of Change To enhance candidate pool management To ensure consistency in rules and terminology across the AoI and internal regulations No change in English Terminology 06

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4. Composition of the Board Persuant to Article 542-8 of the Commercial Act, outside directors constitute the majority of the BoD compostion at POSCO Holdings. The current 12 BoD members consist of 7 outside directors, 4 inside directors, and 1 non-standing director. During the upcoming GMoS, the assigned terms will expire for 8 directors, and 7 replacement directors will be appointed Term expiration (8) : 4 Inside Directors (Choi, Jeong-Woo / Jeong, Ki-Seop / Yoo, Byeong-Og, Kim, Ji-Yong), 1 Non-Standing Director (Kim, Hag-Dong), 3 Outside Directors (Kim, Sung-Jin / Yoo, Young-Sook / Kwon, Tae-Kyun) Directors to be appointed (7) : 4 Inside Directors (Chang, In-Hwa / Jeong, Ki-Seop / Kim, Jun-Hyung / Kim, Ki-Soo), 3 Outside Directors (Yoo, Young-Sook / Kwon, Tae-Kyun / Park, Sung-Wook) Name Choi, Jeong-Woo Jeong, Ki-Seop Yoo, Byeong-Og Kim, Ji-Yong Kim, Hag-Dong Park, Heui-Jae Kim, Sung-Jin Yoo, Young-Sook Kwon, Tae-Kyun Yoo, Jin-Nyoung, Sohn, Sung-Kyu Kim, Joon-Gi Independence Category Inside Director Non- Standing Director Outside Director Representative Director (CEO) Chairman of BoD Gender M M M M M M M F M M M M Special Committee Special Committee Chair Special Committee Member ESG 75% -DIRECTOR CANDIDATE RECOMMENDATION 100% -EVALUATION AND COMPENSATION 100% -FINANCE 75% -AUDIT 100% Initial appointment Mar, 2018 Mar, 2023 Mar, 2022 Mar, 2023 Mar, 2022 Mar, 2019 Mar, 2018 Mar, 2021 Mar, 2021 Mar, 2022 Mar, 2022 Mar, 2023 Term expiration Mar, 2024 Mar, 2024 Mar, 2024 Mar, 2024 Mar, 2024 Mar, 2025 Mar, 2024 Mar, 2024 Mar, 2024 Mar, 2025 Mar, 2025 Mar, 2026 Independence of BoD: 58% Female ratio on BoD: 8% 07

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5.1 The CEO Succession Policy After 50 days and over 30 formal and in-depth discussions, on Feb 8, 2024, the CEO Candidate Recommendation Committee confirmed Chang, In-Hwa as the final candidate to be CEO of POSCO Holdings. As a former POSCO president, Mr. Chang is best suited to continue to drive the core business while orchestrating POSCO Group’s future growth strategy. In accordance with Article 29 of the AoI, the CEO Candidate Recommendation Committee, composed of outside directors only, identifies candidates and performs deep-dive screening of their qualifications. The final candidate is brought to the BoD, which then recommends the CEO finalist to the GMoS. With the goal to define a system of transparent governance, POSCO Holdings sought advice from professional agencies to launch the ‘New Governance Task Force’. In December 2023, the BoD approved the ‘POSCO-Proper Enhanced Governance Standard’ kicking off a significantly improved CEO candidate appointment process that ensures fairness, objectivity and transparency. 1 Enhanced FAIRNESS by doing away with preferential review of the incumbent CEO and kick-starting the appointment process 3 months prior to term expiration, regardless of the sitting CEO’s expression of intent. 2 Enhanced OBJECTIVITY by honoring the views and assessment outcome of the ‘CEO Candidates Recommendation Advisory Panel,’ composed of external professionals representing industry, legal and management expertise. 3 Enhanced TRANSPARENCY by identifying and disclosing in advance to the public 5 predefined competencies, i.e., management skill, industry expertise, global proficiency, leadership capability, proven integrity and ethical values, required in each candidate 4 Ongoing management of CEO pool by establishing a special committee tasked with systematically exploring, grooming and managing the talent pool. The committee manages a constant pool composed of internal candidates assessed and validated through in-house training programs and external candidates fed by shareholder and search firm recommendations. CEO Candidate Appointment Process (December 21, 2023 ~ March 21, 2024) Dec 21, 2023 CEO appointment Process Begins Begins 3months prior to term expiration of incumbent CEO Jan 8, 2024 Application & recommendation of candidates (CEO CRC) * 20 candidates recommended by shareholders (min. 0.5% shares) and by search firms Jan 17 Long List of 18 candidates (CEO CRC) * 12 external; 6 internal Jan 25 Short List of 12 candidates (CEO CRC) * Advisory Panel’s evaluation and views are applied • 7 external; 5 internal Jan 31 6 Finalists Announced (CEO CRC) * Feb 8 Final Candidate Confirmed (CEO CRC) * Chang, In-Hwa former POSCO president Feb 8 Recommendation to GMoS (BoD) BoD recommends the final candidate to the GMoS March 21, 2024 Inside Director (CEO Candidate) Approval (GMoS) Appointment of CEO at the Board meeting following the AGM * CEO CRC : CEO Candidate Recommendation Committee 08

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5.2 Inside Director Candidate (Representative Director & CEO Candidate) Candidate Chang has proven his ability to enhance the steelmaking competitiveness and to build the battery materials business. His extensive experience gained in drafting future strategies, technology development, investment, business development and marketing has helped to develop remarkable global project intuition. Therefore, Chang is assessed as the ideal candidate to expand and strengthen a robust business portfolio for POSCO Group. Chang, In-Hwa, Candidate for Inside Director (Representative Director and CEO Candidate) Basic Data Date of Birth : August 1955 ? Gender : Male ? Nomination type: New appointment ? Nominated by : BoD Relationship to the largest shareholder : None ? POSCO Group related transactions during past 3 years : None Financial delinquency, manager of insolvent business or other legal disqualifications: None Professional Experience Mar 2021 ~ Present Senior Corporate Advisor, POSCO Mar 2018 ~ Feb 2021 Representative Director, President, Head of Steel Business Unit, POSCO Mar 2017 ~ Feb 2018 Board Member, Senior Executive Vice President, Head of Steel Production Division, POSCO Feb 2016 ~ Feb 2017 Senior Executive Vice President, Head of Technology and Investment Division (Head, Technical Research Laboratories), POSCO Feb 2015 ~ Jan 2016 Senior Executive Vice President, Head of Steel Solution Marketing Department, POSCO Mar 2014 ~ Feb 2015 Senior Executive Vice President, Head of New Business Development Department Jan 2011 ~ Mar 2014 Senior Vice President, Head of New Business Department / New Growth Business Department, POSCO Reasons for Recommendation Mr. Chang is a seasoned engineer with proven skills as a business leader. After obtaining both B.S. and M.S. degrees in Naval Architecture from Seoul National University, Chang earned his Ph.D. in Ocean Engineering at MIT (US). In 1988, he joined RIST as a researcher before going on to hold top positions in diverse operational organizations, such as New Business Development, Steel Solution Marketing, Technology and Investment and Production. Through these positions, Chang has acquired unparalleled breadth of experience that range from production technology, R&D and business development to investment and marketing. ? In 2018, while serving as Representative Director and CEO of POSCO, the de facto parent company of POSCO Group prior to the spin-off that launched POSCO Holdings, Chang led the operational efforts to develop and market new businesses while expanding the overseas steel business network. Through these efforts, he has demonstrated his skill to strengthen the integrity of POSCO’s steelmaking competence, while adding substance and stability to new businesses, such as EV battery materials and lithium, thereby forging a way forward for the Group. ? Profound technological insight, diverse operational experience and his extended tenure at POSCO Group offer undisputed depth of experience and knowledge. Essentially, it is this profound understanding that Mr. Chang has about the POSCO Group that qualifies him as the ideal candidate to serve as Representative Director or POSCO Holdings. He is best suited to continue to keep the steelmaking business strong while exploring new growth opportunities, which are two cardinal growth strategies for POSCO Group. It is our firm belief that Chang, In-Hwa will strengthen POSCO’s global clout through de-carbonization of the steel business and by developing the core competencies in new businesses. 09

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5.3 Inside Director Candidate Jeong, Ki-Seop, Candidate for Inside Director (Basic Data) - Date of Birth : October 1961 Gender : Male Nomination type : Re-appointment Nominated by : BoD - Relationship to the largest shareholder: None POSCO Group related transactions during past 3 years : None - Financial delinquency, manager of insolvent business or other legal disqualifications: None (Professional Experience) Jan 2023 ~ present CSO of Chief Strategy Office, President of POSCO HOLDINGS INC. 2020 Representative Director, President of POSCO Energy 2018 Senior Executive Vice President, Head of Corporate Planning Division, POSCO Energy 2017 Executive Vice President, Head of Domestic Business Management Office, POSCO 2016 Senior Vice President, Head of Domestic Business Management Office, POSCO 2015 Senior Vice President, Finance Chief, POSCO 2013 Senior Vice President, Head of Business Strategy Department, POSCO International 2012 Senior Vice President, Head of Overseas Management Team, POSCO International Reasons for Recommendation Recommendation is based on the breadth of knowledge acquired through first-hand experience at the Group’s affiliated businesses, i.e., POSCO, POSCO-International, POSCO Energy, and with proven experience in business restructuring and as CSO of POSCO Holdings. Jeong is expected to make contributions to Group risk management and enhancement of operational competence. 10

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5.3 Inside Director Candidate Kim, Jun-Hyung, Candidate for Inside Director (Basic Data) - Date of Birth : November 1962 | Gender : Male | Nomination type : New appointment | Nominated by : BoD - Relationship to the largest shareholder: None | POSCO Group related transactions during past 3 years : None - Financial delinquency, manager of insolvent business or other legal disqualifications: None (Professional Experience) Feb 2024 ~ present Chief, Green Materials & Energy Business Office, POSCO HOLDINGS INC. Jan 2023 Representative Director, President of POSCO FUTURE M Co., Ltd. Jan 2021 Representative Director, President of SNNC Jan 2019 Head, Energy Material Department, POSCO Chemical Co., Ltd. Jan 2018 Representative Director, POSCO ESM Feb 2017 Head of Production Division, Executive Vice President, POSCO ESM Feb 2016 Executive Vice President, Head of New Business Department, POSCO Mar 2013 Senior Vice President, Rolling Mill Sector Deputy Head, Pohang Works, POSCO Reasons for Recommendation Having served as Representative Director at POSCO Future M, SNNC, and POSCO ESM, Kim has helped to expand the scope of the rechargeable battery materials business for POSCO Group. Hence, recommendation is based on his broad experience and expertise gained in steelmaking and rechargeable battery materials businesses. Kim is expected to contribute to managing the portfolio of eco-friendly future materials and engineering synergy across the Group businesses. 11

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5.3 Inside Director Candidate Kim, Ki-Soo, Candidate for Inside Director (Basic Data) - Date of Birth : April 1965 Gender : Male Nomination type : New appointment Nominated by : BoD - Relationship to the largest shareholder: None POSCO Group related transactions during past 3 years : None - Financial delinquency, manager of insolvent business or other legal disqualifications: None (Professional Experience) February 2024 ~ present Head of New Experience of Technology Hub, Group CTO, Senior Executive Vice President, POSCO HOLDINGS INC. January 2024 Senior Executive Vice President, Head, Technical Research Laboratories, POSCO January 2019 Executive Vice President, Head of Low-Carbon Process R&D Center, POSCO September 2016 Senior Vice President, Head of Engineering Solution Office, POSCO June 2014 Vice President, Pohang Research Infra Group, POSCO Reasons for Recommendation Kim possesses undisputed knowledge and experience in breakthrough technology research that ranges from steel product development and process engineering to AI-assisted plant automation. Hence, his contributions are expected to galvanize R&D skills at the Group level Kim will help to expand business research collaboration through the industry-academia-R&D network and attract new talent. 12

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6.1 Outside Director Appointment Process Since 2004, POSCO Holdings has practiced an independent and transparent Outside Director(OD) appointment process by upholding the ‘OD Candidate Appointment Process’, free from interference by management. The ‘OD Candidate Recommendation Advisory Panel’, composed entirely of non-POSCO professionals, identifies the OD nomination pool. Then, the ‘Director Candidate Recommendation Committee’(DCRC), exclusively composed of ODs, evaluates the candidates’ qualifications before recommending the finalist(s) to the GMoS. - The advisory panel consists of five reputable senior leaders in the fields of industry, finance, academe and law - In order to promote the diversity of Board members, POSCO Holdings maintains a sizeable pool of candidates and performs multi-phase reference checks. In order to encourage shareholder engagement in the OD nomination process, the ‘Shareholder Nomination Program’ was introduced in 2018, making it possible for shareholders with 0.5% or more voting shares to nominate OD candidates. - Roughly three to four months prior to the annual GMoS, POSCO Holdings distributes official letters addressed by the DCRC Chair to shareholders who can exercise proposal right, pursuant to the Commercial Act. The letter invites the shareholder to nominate one OD candidate. For the March 2024 GMoS, call for candidate recommendation was open from November 10 to December 15, 2023 To ensure transparent governance, POSCO Holdings launched ‘New Governance Task Force’ that sought counsel from professional agencies. When the BoD approved the ‘POSCO-Proper Enhanced Governance Standard’ in December 2023, a new and improved OD selection process was put in place. 1 Diversify candidate pool by increasing the number of recommendations made by the Advisory Panel to the DCRC from 3x to 5x the number of vacancies to be filled 2 Encourage shareholders participation by disclosing required competencies and the number, position and schedule of appointments 3 Enhance OD independence and accountability by performing annual evaluation of expertise, contribution and integrity of ODs 4 Expand ratio of ODs who have first-hand experience and expertise in business management Outside Director (OD) Candidate Appointment Process (Nov 2, 2023 ~ Mar 21, 2024) Nov 2, 2023 Dec 12 ~ Dec 26 Jan 3, 2024 Feb.21 Mar 21, 2024 Approved ‘OD Candidate Recommendation Advisory Panel’ (DCRC) * Panel recommended 5 candidates per position (OD Candidate Recommendation Advisory Panel) Assessment of OD Candidates (DCRC) * Recommendation of OD Candidates (DCRC) * Appointment of Outside Directors (GMoS) Call for shareholder recommendations : Nov 10, 2023 ~ Dec 15, 2023 * DCRC : Director Candidate Recommendation Committee 13

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6.2 Outside Director Candidate Yoo, Young-Sook, Candidate for Outside Director [Basic Data] - Date of Birth : May 1955 | Gender : Female | Nomination type : Re-appointment - Nominated by : Director Candidate Recommendation Committee - Relationship to the largest shareholder: None | POSCO Group related transactions during past 3 years : None - Financial delinquency, manager of insolvent business, and/or other legal disqualifications: None [Professional Experience] Jan 2020 ~ present Chairperson of the Board(non-permanent), Climate Change Center Apr 1990 ~ present Senior/Principal/Honorary Research Scientist, Korea Institute of Science and Technology(KIST) Feb 2014 ~ Jan 2021 Board Member(non-permanent), Research Institute of Industrial Science & Technology 2014 Co-President, Climate Change Center Jun 2011 ~ Mar 2013 Minister, Ministry of Environment Nov 2009 ~ Aug 2010 Vice President, KIST 2007 ~ Oct 2009 Head of Biological Science Research, KIST Reasons for Recommendation Yoo is an ESG expert, buttressed by her professional experience as Minister of Environment, Principal Research Scientist at KIST and as Co-President at the Climate Change Center. With unrivalled subject matter knowledge and experience, for the past 3 years Yoo has already proven her skills in devising policy, monitoring risk and managing the Board. Her contributions are well appreciated, and with expectations that she will continue to make her mark on the Board and in serving the interest of the company’s future, Yoo is recommended to serve as an outside director on the Board. 14

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6.2 Outside Director Candidate Kwon, Tae-Kyun, Candidate for Outside Director [Basic Data] - Date of Birth : November 1955 | Gender : Male | Nomination type : Re-appointment -Nominated by : Director Candidate Recommendation Committee - Relationship to the largest shareholder: None | Financial delinquency, manager of insolvent business, and/or other legal disqualifications: None - POSCO Group related transactions during past 3 years : No dealings with the candidate himself. *Dealings existed between POSCO Holdings and Yulchon * Candidate Kwon resigned from Yulchon in June, 2021, shortly after his appointment as Outside Director at POSCO Holdings in March 2021. As a non-standing advisor, Kwon’s scope of work at Yulchon was limited to offering advice on Middle East regional issues. While intermittent services were provided to POSCO Holdings by Yulchon, candidate Kwon was never involved in those services. [Professional Experience] 2015 ~ Jun 2021 Senior Advisor, Yulchon LLC. 2014 ~ 2020 Outside Director, SAMSUNG ELECTRO-MECHANICS CO., LTD. 2017 ~ 2019 Outside Director, MIRAE ASSET DAEWOO CO., LTD. 2010 Ambassador, Korea to the United Arab Emirates 2009 Chief Administrator, Public Procurement Service 2008 Head of Trade and Investment Office, Ministry of Knowledge Economy 2007 Deputy Minister for Free Economic Zone Planning, MOFE 2006 Commissioner, Korea Financial Intelligence Unit, MOFE 2005 Head of International Finance Bureau, MOFE 2001 Economic Councilor, OECD Representative 1996 Finance and Economy Adviser, Office of the President 1992 Country Officer, Asian Development Bank Reasons for Recommendation Kwon is a finance expert who has served in public finance, e.g., Asian Development Bank, and private finance. It is based on the breadth of his subject matter experience and knowledge that he has proven his skills during his 3-year service on the Board to devise policy, monitor risk, enhance governance and manage the Board. With firm belief that Kwon will continue to make his mark on the advancement of the Board, he is recommended to serve as an outside director.15

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6.3 Outside Director Candidate to serve on the Audit Committee Park, Sung-Wook, candidate for Outside Director to serve on the Audit Committee [Basic Data] - Date of Birth : January 1958 | Gender : Female | Nomination type : New appointment - Nominated by : Director Candidate Recommendation Committee - Relationship to the largest shareholder: None | POSCO Group related transactions during past 3 years : None - Financial delinquency, manager of insolvent business, and/or other legal disqualifications: None [Professional Experience] 2022 ~ Present Chairman, National Academy of Engineering of Korea (NAEK) 2015 ~ Present Member, National Academy of Engineering of Korea (NAEK) 2019 ~ 2022 Management Advisor and Vice Chairman, SK Hynix Inc. 2016 ~ 2019 Chairman, Korea Semiconductor Industry Association (KSIA) 2013 ~ 2018 CEO, President ~ Vice Chairman, SK Hynix Inc. 2005 ~ 2013 Senior Executive Vice President, Head of Research Institute, Hynix Semiconductor Inc. 2001 ~ 2005 Senior Vice President, Head of HSA, Hynix Semiconductor Inc. 1984 ~ 2001 Semiconductor R&D Center, Hyundai Electronics Co., Ltd Reasons for Recommendation Park is a business management, materials, and R&D expert in the manufacturing sector. Currently, he serves as Chair of the National Academy of Engineering of Korea where he continues to engage in a wide variety of research and breakthrough technology activities. He possesses seasoned knowledge and first-hand experience on the ground in managing business and R&D projects. Park is expected to contribute to the Board not only from a technological perspective, but also in offering insight on the management of the business and the Board, thereby enhancing the growth and sustainability of the Group’s businesses. 16

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6.4 Outside Director Board Skills Matrix (Upon approval of GMoS) The Board Skills Matrix (BSM) has been designed and put in place with the goal to appoint ODs equipped with the skills that meet the demands of the holding company system and the evolving business environment. - The Matrix classifies two main skills areas, i.e., General Management, Industry Specific, which help to specify industry experience and technical competencies - To align with the shift in management system and changing environment, there will be a greater proportion of ODs with first-hand business management experience Board Skills Matrix of Outside Directors General Management Skills : ESG·Sustainability management, Leadership, Risk management Industry Specific Skills : Experience in industry, technology, digital and innovation, finance and accounting, law and public policy, international management, business development, M&A Category Serving Outside Directors Re-Appointment New Appointment Park, Heui-Jae Yoo, Jin-Nyoung Sohn, Sung-Kyu Kim, Joon-Gi Yoo, Young-Sook Kwon, Tae-Kyun Park, Sung-Wook Skill Management General 1 ESG ·Sustainability Management 2 Leadership 3 Risk Management Industry Specific 1 Industry Experience - - - - 2 Technology, Digital and Innovation - - - 3 Finance and Accounting - - 4 Law and Public Policy - 5 International Project Management - - - 6 Business Development / M&A (Former venture CEO) - - - - General Overview Year of Initial Appointment 2019 2022 2022 2023 2021 2021 2024 Date of Birth Jan 27, 1961 Jul 26, 1957 Dec 16, 1959 May 13, 1965 May 29. 1955 Nov 28, 1955 Jan 8, 1958 Gender Male Male Male Male Female Male Male 17

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7. Director Remuneration Limit A Director’s compensation is comprised of base salary and performance bonus. Funded by the Board approved defined budget, director compensation is determined based on predefined standards and in consideration of the position and assigned role. The Evaluation and Compensation Committee (ECC), composed of outside directors only, meets annually to perform management performance assessment to determine the total performance bonus to be administered. - Performance bonus assessment standard: Quantitative assessment 60% (OP: 20%, Operating cash flow: 10%, Revenue: 10%, ROA: 10%, Stock value: 10% Qualitative assessment 40% (ESG: 10%, Business: 15%, Investment/Technology: 10%, Talent: 5%) Total director remuneration administered as of 2023 is KRW 8.99 billion; director remuneration limit for 2024 is 10.0 billion, which remains unchanged from 2023. Category 2023 2024 Number of Directors (Outside Directors) 12 (7) 11 (7) Upper Limit of Total Directorship Remuneration KRW 10.0 billion KRW 10.0 billion Total Remuneration Administered KRW 8.99 billion - 18