Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

4. Acquisition of all or part of business of any other company, which may have a great influence upon the business of the Company;

5. Merger or consolidation of the Company (excluding a small scale merger or consolidation);

6. Matters required to be approved by the General Meeting of Shareholders, which have material effects on the company’s assets, as determined by the Board of Directors; and

7. Any other matter for which such vote is required by Korean laws and regulations.

7. Any other matter requiring a special resolution of a General Meeting of Shareholders under Korean laws and regulations or these Articles of Incorporation

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 The Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate approved by the CEO Candidate Recommendation Committee as an Inside Director candidate at a General Meeting of Shareholders. Where the CEO and the Representative Director candidate is appointed as the Inside Director at the General Meeting of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director.

② Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors.

③ In the event that the Inside Director candidate, as prescribed in Paragraph (1) of this Article, has served consecutive terms as the CEO and Representative Director, and then becomes a candidate for reappointment as the CEO and Representative Director, the appointment of the Inside Director candidate as an Inside Director at a General Meeting of Shareholders shall satisfy the requirement of a special resolution of a General Meeting of Shareholders referred to in Paragraph (2) of Article 24, and the same shall apply thereafter.

To add rigor to shareholder evaluation of CEO after his/her reappointment; to amend redundant phrases in the previous provision

Companies achieve lasting growth and sustainability by pursuing harmony within the society where businesses operate.

As a member of the social community, companies who have benefited from resources provided by the society should look beyond profit, engage in addressing social issues and contribute to the prosperity of mankind and to making the world a better place.

(Deleted)

To rally support for the POSCO Spirit beyond Corporate Citizen

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, 2025

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 ☐

To Shareholders

Notice of the 57^th Ordinary General Meeting of Shareholders

We hereby notify you that the 57^th 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 20, 2025, 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 57^th FY

(From January 1, 2024 to December 31, 2024)

(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 57^th FY Financial Statements, based on K-IFRS standards, will be uploaded at POSCO HOLDINGS INC.’s website (http://www.posco-inc.com ) on March 12, 2025.

● 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.

-	2-1: Addition of Supporting Evidence to Delegate Authority for Bond Issuance

-	2-2: Raising of Shareholder Voting Requirement to Approve Reappointment of CEO After Serving Consecutive Terms

-	2-3: Removal of the Preamble

-	2-4: Change of the Record Date for Quarterly Dividends


Agenda	Before Amendment	After Amendment	Purpose of Change
2-1	Article 16. Issuance of Bonds The Company may issue bonds by a resolution of the Board of Directors	Article 16. Issuance of Bonds ① The Company may issue bonds by a resolution of the Board of Directors ② The Board of Directors may authorize the Representative Director to issue bonds within a period not in excess of one (1) year by determining the price and type of bonds; provided, however, that the Representative Director shall report the results of the issuance of the bonds to the Board of Directors.	To ensure efficiency and timeliness in bond issuance

2-2	Article 24. Quorum and Requisite for Resolutions ① Except as otherwise provided in these Articles of Incorporation or by applicable laws or regulations, all resolutions passed at a General Meeting of Shareholders shall be adopted by the affirmative vote of a majority of the voting shares of the shareholders present, which shall represent at least one-fourth (1/4) of the voting shares of the Company then issued and outstanding. ② In the following cases, the resolutions of a General Meeting of Shareholders shall be adopted by the affirmative vote of at least two-thirds (2/3) of the voting shares of the shareholders present and by the affirmative vote of at least one-third (1/3) of the voting shares of the total issued and outstanding shares: 1. Amendment of the Articles of Incorporation; 2. Transfer of all or any important part of the business; 3. Execution, amendment or rescission of a contract for leasing the whole of the business, for entrustment of management, or for sharing with another person all profits and losses in relation to the business or of a similar contract;	Article 24. Quorum and Requisite for Resolutions ① (Same as left) ② (Same as left) 1 ~ 6. Same as left	To provide a consistent approval process in the Articles of Incorporation

● Agenda 3: Election of Inside Directors

[Description of the Proposal]

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

•

Number of Inside Directors to be Elected: 3 Directors

•

Candidates

-	3-1: Election of Lee, Ju Tae as Inside Director

-	3-2: Election of Chun, Sung Lae as Inside Director

-	3-3: Election of Kim, Ki Soo as Inside Director



Name/ Agenda	Date of Birth	Professional Experience		Term
Name/ Agenda	Recommended by	Period	Details	Term
Lee, Ju Tae (3-1)	February 25, 1964	January 2025 ~ Present~	Head, Corporate Strategy Division (Senior Executive Vice President), POSCO HOLDINGS INC.	1 Year
		April, 2024	Head, Corporate Strategy Team (Senior Executive Vice President), POSCO HOLDINGS INC.
		March 2023	Head, Corporate Planning & Finance Division (Senior Executive Vice President & Inside Director), POSCO
		January 2021	Head, Purchasing and Investment Division (Senior Executive Vice President), POSCO
	Board of Directors	January 2019	Head, Corporate Strategy Office (Executive Vice President), POSCO
		February 2018	President, POSCO-Asia(Hong Kong) (Executive Vice President) POSCO
		March 2015	President, POSCO-Asia(Hong Kong) (Senior Vice President), POSCO
		July 2014	President, POSCO-America (Senior Vice President), POSCO
Chun, Sung Lae (3-2)	October 10, 1963	January 2025 ~ Present	Head, Business Synergy Division (Senior Executive Vice President), POSCO HOLDINGS INC.	1 Year
		April 2024	Head, Carbon Neutral Team (Senior Executive Vice President), POSCO HOLDINGS INC.
		March 2022	Head, Steel Business Team (Senior Executive Vice President), POSCO HOLDINGS INC.
		January 2022	Representative President, POSCO-Maharashtra(India) (Senior Executive Vice President), POSCO
	Board of Directors	January 2020	Representative President, POSCO-Maharashtra(India) (Executive Vice President), POSCO
		January 2019	Head, Hot Rolled & Wire Rod Marketing Office (Executive Vice President), POSCO
		January 2018	Head, Hot Rolled Marketing Office (Senior Vice President), POSCO
		February 2016	Head, Hot Rolled and Construction Steel Material Marketing Department (Senior Vice President), POSCO
Kim, Ki Soo (3-3)	April 18, 1965	March 2024 ~ Present	Head of New Experience of Technology Hub, Group CTO (Senior Executive Vice President & Inside Director), POSCO HOLDINGS INC.	1 Year
	April 18, 1965	January 2024	Head, Technical Research Laboratories (Senior Executive Vice President), POSCO
	Board of Directors	January 2019	Head, Low-Carbon Process R&D Center (Executive Vice President of POSCO
		February 2017	Head, Engineering Solution Office (Senior Vice President), POSCO
		June 2014	Vice President, Pohang Research Infra Group, POSCO

*	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

Lee, Ju Tae (3-1)		In his capacity as head of strategy at POSCO Holdings, Mr. Lee contributed to Group portfolio restructuring and defining growth strategy. His rich knowledge and experience across the Group’s businesses will help strengthen the Group’s global growth investments and competitiveness in key businesses.

Chun, Sung Lae (3-2)		As Head of the Carbon Neutral Team, Mr. Chun contributed to steel business portfolio restructuring. His broad experience and expertise in marketing, overseas investment, and business management will help strengthen synergies across the Group.

Kim, Ki Soo (3-3)		As Head of POSCO N.EX.T Hub and CTO, Mr. Kim helped to solidify the Group’s research organization and to secure opportunities to commercialize new technologies. By leveraging his expertise in steel research and broad experience in new technology development, e.g., AI-powered process automation, Mr. Kim will assist to build a holding company-led Corporate R&D system and to advance the Group’s technology development system.

● 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 two(2) Outside Directors of the Company as follows.

•

Number of Outside Directors to be Elected: 2 Directors

•

Candidates

-	4-1: Election of Yoo, Jin Nyoung as Outside Director

-	4-2: Election of Sohn, Sung Kyu as Outside Director



Name/ Agenda	Date of Birth	Professional Experience		Term
Name/ Agenda	Recommended by	Period	Details	Term
Yoo, Jin Nyoung (4-1)	July 26, 1957	2022 ~ Present	Outside Director, POSCO HOLDINGS INC.	3 Years
		2019 ~ Present	CEO, Angel 6+
		2017 ~ 2018	CTO and President, LG Chem
	Director Candidate Recommendation Committee	2014 ~ 2016	President & Head, Research Park, LG Chem
		2005 ~ 2013	EVP & Head, Research Park, LG Chem
		1998 ~ 2004	VP, Head, Advanced Materials Lab, LG Chem
		1997	VP, Head, Polymers Lab, LG Chem
		1996	VP, Research Fellow, Polymers Lab, LG Chem
		1981 ~ 1995	Researcher, Polymers Lab, LG Chem


Sohn, Sung Kyu (4-2)	December 16, 1959	2022 ~ Present	Outside Director, POSCO HOLDINGS INC.	3 Years
		2019 ~ Present	Outside Director, Samsung Asset Management Co., Ltd.
		1993 ~ February, 2025	Professor, School of Business, Yonsei University
	Director Candidate Recommendation Committee	2017 ~ March, 2022
		2016 ~ 2017	Outside Director, Hyundai Construction Equipment Co., Ltd.
		2013 ~ 2015	President, Korean Accounting Association
		2010 ~ 2013	Distinguished Professor, Samil
		2008 ~ 2010	Non-standing commissioner, Securities and Futures Commission, South Korea
		2008 ~ 2010	Non-standing member, Korea Accounting Standards Board Head, KOSPI Market Disclosure Committee, Korea Exchange

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

*	The candidates stated and signed that they do not have any legal issues to be qualified for Outside Directors.

•

Candidates’ plan to fulfill duties as Outside Directors


Name		Working Plan
Yoo, Jin Nyoung (4-1)		Mr. Yoo has served as former CTO (Chief Technology Officer) and Head of Technology Research at LG Chem. With his experiences in discovering and commercializing various new technologies such as secondary battery materials, IT materials and bio, he aims to establish business strategy directions, assess risks across internal and external business operations, and provide proactive and specific advice from the perspective of the company’s shareholders and stakeholders. Mr. Yoo intends to offer suggestions for rational operation of corporate governance based on his three years of experiences as BoD of POSCO Holdings and special committees such as the Audit Committee, ESG Committee, Evaluation and Compensation Committee, Director Candidate Recommendation Committee, and CEO Candidate Pool Management Committee. As an outside director, he aims to represent the rights and interests of both company and the stakeholders from a transparent and independent position, providing reasonable checks on company operations and playing a developmental role in the internal soundness of the company.

Sohn, Sung Kyu (4-2)		Mr. Sohn is serving as a professor at School of Business(accounting), Yonsei University. He aims to advise on business risks from the perspective of shareholders and stakeholders, based on his diverse experiences and expertise in the fields of corporate filing and accounting audit. Mr. Sohn intends to offer suggestions for rational operation of corporate governance based on his three years of experiences as BoD of POSCO Holdings and special committees such as the Audit Committee, Finance Committee, Evaluation and Compensation Committee, Director Candidate Recommendation Committee, and CEO Candidate Pool Management Committee. As an outside director, he aims to represent the rights and interests of both company and the stakeholders from a transparent and independent position, providing reasonable checks on company operations and playing a developmental role in the internal soundness of the company.

•

Recommendation for the candidates by the Board of Directors


Name		Grounds
Yoo, Jin Nyoung (4-1)		Mr. Yoo is an expert in rechargeable battery components and advanced materials technology development. In his current position as CEO of Angel 6+, he is engaged in various technology development activities. During his previous 3-year term on the Board, he made significant contribution to Company policy, risk assessment, governance improvement and Board operation. As an Outside Director, Mr. Yoo is expected to continue to assist the operation and advancement of the Board, for which Mr. Yoo is nominated as a candidate to serve as an Outside Director

Sohn, Sung Kyu (4-2)		Mr. Sohn is a professor of Business Administration at Yonsei University. He formerly served as Chair of the Korea Accounting Association, Professor Emeritus at Samil PWC, and a non-standing member of the Korea Accounting Standards Board. Drawing on his expert knowledge and experience in accounting, over the past 3 years, Mr. Sohn has made significant contribution to the Company’s accounting and finance policy, risk assessment, and the operation of the Board. As an Outside Director, Mr. Sohn is expected to continue to assist the operation and advancement of the Board, for which Mr. Sohn is nominated as a candidate to serve as an Outside Director.

● Agenda 5: Election of Outside Directors 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 two(2) Outside Directors to serve on the Audit Committee of the Company as follows.

•

Number of Outside Director to Serve on the Audit Committee: 2 Directors

•

Candidates

-	5-1: Election of Sohn, Sung Kyu as Outside Director to serve on the Audit Committee

-	5-2: Election of Kim, Joon Gi as Outside Director to serve on the Audit Committee



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

Sohn, Sung Kyu (5-1)	December 16, 1959	2022 ~ Present	Outside Director, POSCO HOLDINGS INC.	3 Years
		2019 ~ Present	Outside Director, Samsung Asset Management Co., Ltd.
		1993 ~ February, 2025	Professor, School of Business, Yonsei University
	Director Candidate Recommendation Committee	2017 ~ March, 2022	Outside Director, Hyundai Construction Equipment Co., Ltd.
		2016 ~ 2017	President, Korean Accounting Association
		2013 ~ 2015	Distinguished Professor, Samil
		2010 ~ 2013	Non-standing commissioner, Securities and Futures Commission, South Korea
		2008 ~ 2010	Non-standing member, Korea Accounting Standards Board
		2008 ~ 2010	Head, KOSPI Market Disclosure Committee, Korea Exchange

	May 13, 1965	2008 ~ Present	Professor of Law, Yonsei University (Yonsei Law School)
Kim, Joon Gi (5-2)		2023 ~ Present	Outside Director, POSCO HOLDINGS INC.	1 year
		2021 ~ Present	ICC International Court of Arbitration Member (July 2024~), Alternative Member
	Director Candidate Recommendation Committee	2018 ~ Present	International Arbitration Committee Member, KCAB International
		2013 ~ Present	Panel of Arbitrators, World Bank’s International Centre for Settlement of Investment Disputes
		2022 ~ 2024	President, The Korean Council for International Arbitration (KOCIA)
		1998 ~ 2008	Professor, Graduate School of International Studies, Yonsei University
		2003 ~ 2007	Founding Executive Director, Hills Governance Center in Korea

		1995 ~ 1998	Professor of Law, Hongik University


		1992 - 1995	Attorney, Foley & Lardner, Washington, D.C

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

*	The candidates stated and signed that they do not have any legal issues to be qualified for Audit Committee members.

•

Recommendation for the candidates by the Board of Directors


Name		Grounds
Sohn, Sung Kyu (5-1)		Mr. Sohn is a professor of Business Administration at Yonsei University. He formerly served as Chair of the Korea Accounting Association, Professor Emeritus at Samil PWC, and a non-standing member of the Korea Accounting Institute. Drawing on his expert knowledge and experience in accounting, over the past 3 years, Mr. Sohn has made significant contribution to the Company’s accounting and finance policy, risk assessment, and the operation of the Board. As an Outside Director to serve on the audit committee, Mr. Sohn is expected to continue to assist the effective operation of Audit Committee.
Kim, Joon Gi (5-2)		As a law professor and professional expert in international trade and commercial law and corporate governance enhancement, Mr. Kim has served as arbitrator at domestic and international dispute settlement bodies and as Executive Director at the Hills Governance Center. He is also active in various research projects in international dispute resolution, trade and governance. Mr. Kim’s academic record and expertise gained from his legal practice will help to ensure the Audit Committee runs effectively.

● Agenda 6: Approval of Director Remuneration Limit (FY2025)

☐	The director remuneration limit (to be approved) in the FY 2025:

KRW 10.0 billion

☐	The ceiling amount (approved) of the total remuneration in the FY 2024:

KRW 10.0 billion

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 19, 2025	By	/s/ Han, Young-Ah
	(Signature)
		Name: Han, Young-Ah
		Title: Senior Vice President

Appendix 1

POSCO HOLDINGS INC.

(Formerly, POSCO)

and Subsidiaries

Consolidated Financial Statements

December 31, 2024 and 2023

(With Independent Auditors’ Report Thereon)

Table of Contents


	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

POSCO HOLDINGS INC. and its subsidiaries

Consolidated statements of financial position

as of December 31, 2024 and 2023


(in millions of Won)	Notes			December 31, 2024		December 31, 2023
Assets

Cash and cash equivalents		4,5,23	W		6,767,898		6,670,879
Trade accounts and notes receivable, net		6,17,23,29,37			10,821,619		11,015,303
Other receivables, net		7,23,37			2,261,323		1,947,529
Other short-term financial assets		8,23			8,499,389		11,403,166
Inventories		9			14,143,500		13,825,514
Current income tax assets					140,494		101,979
Assets held for sale		10			608,758		406,945
Other current assets		16			786,943		840,984

Total current assets					44,029,924		46,212,299

Long-term trade accounts and notes receivable, net		6,23			27,779		42,516
Other receivables, net		7,23,37			1,306,329		1,452,445
Other long-term financial assets		8,23			2,571,651		2,708,325
Investments in associates and joint ventures		11			4,738,793		5,020,264
Investment property, net		13			1,955,896		1,616,294
Property, plant and equipment, net		14			39,846,828		35,206,248
Intangible assets, net		15			4,774,824		4,714,784
Defined benefit assets, net		21			409,147		464,758
Deferred tax assets					3,609,344		3,334,266
Other non-current assets		16			133,685		173,195

Total non-current assets					59,374,276		54,733,095

Total assets			W		103,404,200		100,945,394

POSCO HOLDINGS INC. and its subsidiaries

Consolidated statements of financial position, continued

as of December 31, 2024 and 2023


(in millions of Won)	Notes			December 31, 2024			December 31, 2023
Liabilities

Trade accounts and notes payable		23,37	W		6,159,127			5,782,825
Short-term borrowings and current installments of long-term borrowings		4,17,23			11,115,747			10,959,217
Other payables		18,23,37			3,463,872			2,737,478
Other short-term financial liabilities		19,23			120,875			163,626
Current income tax liabilities					350,570			319,096
Liabilities directly associated with the assets held for sale		10			—			141,890
Provisions		20			396,030			419,744
Other current liabilities		22,28,29			1,173,498			1,337,642

Total current liabilities					22,779,719			21,861,518

Long-term trade accounts and notes payable		23			2,049			—
Long-term borrowings, excluding current installments		4,17,23			14,881,620			15,011,163
Other payables		18,23			809,013			873,565
Other long-term financial liabilities		19,23			72,920			153,782
Defined benefit liabilities, net		21			43,143			38,754
Deferred tax liabilities					2,685,549			2,760,234
Long-term provisions		20			580,559			468,009
Other non-current liabilities		22			99,260			114,472

Total non-current liabilities					19,174,113			19,419,979

Total liabilities					41,953,832			41,281,497

Equity

Share capital		24			482,403			482,403
Capital surplus		24			1,648,894			1,663,334
Other equity items		26			1,155,429			67,256
Treasury shares		27			(1,550,862	)		(1,889,658	)
Retained earnings					53,658,368			53,857,514

Equity attributable to owners of the controlling company					55,394,232			54,180,849
Non-controlling interests		25			6,056,136			5,483,048

Total equity					61,450,368			59,663,897

Total liabilities and equity			W		103,404,200			100,945,394

The accompanying notes are an integral part of the consolidated financial statements.

POSCO HOLDINGS INC. and its subsidiaries

Consolidated statements of comprehensive income

for years ended December 31, 2024 and 2023


(in millions of Won, except per share information)	Notes		2024			2023
Revenue	28,29,37	W		72,688,143			77,127,197
Cost of sales	29,31,34			(67,275,204	)		(70,710,293	)

Gross profit				5,412,939			6,416,904

Selling and administrative expenses	23,30,34
Other administrative expenses				(3,004,478	)		(2,651,902	)
Selling expenses				(234,888	)		(233,579	)

Operating profit				2,173,573			3,531,423

Share of profit of equity-accounted investees, net	11			(256,458	)		269,678

Finance income and costs	23,32
Finance income				5,211,595			3,830,746
Finance costs				(5,080,735	)		(4,202,996	)

Other non-operating income and expenses	23,33,34
Other non-operating income				387,105			394,346
Other non-operating expenses				(1,183,877	)		(1,188,042	)

Profit before income tax				1,251,203			2,635,155
Income tax expense	35			(303,623	)		(789,305	)

Profit				947,580			1,845,850

Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
Capital adjustment arising from investments in subsidiaries under equity method				(42,753	)		28,745
Foreign currency translation differences				231,347			76,433
Remeasurements of defined benefit plans	21			(95,345	)		(118,548	)
Net changes in fair value of equity investments at fair value through other comprehensive income				(150,443	)		257,725
Items that are or may be reclassified subsequently to profit or loss:
Capital adjustment arising from investments in subsidiaries under equity method				331,616			207,860
Foreign currency translation differences				888,466			34,118
Gains or losses on valuation of derivatives	23			(110	)		(1,292	)

Other comprehensive income, net of tax				1,162,778			485,041

Total comprehensive income		W		2,110,358			2,330,891

Profit attributable to:
Owners of the controlling company		W		1,094,917			1,698,092
Non-controlling interests				(147,337	)		147,758

Profit		W		947,580			1,845,850

Total comprehensive income attributable to:
Owners of the controlling company		W		2,008,919			2,131,737
Non-controlling interests				101,439			199,154

Total comprehensive income		W		2,110,358			2,330,891

Earnings per share (in Won)	36
Basic earnings per share (in Won)				14,451			22,382
Diluted earnings per share (in Won)		W		12,250			22,382

The accompanying notes are an integral part of the consolidated financial statements.

POSCO HOLDINGS INC. and its subsidiaries

Consolidated statements of changes in equity

for years ended December 31, 2024 and 2023


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

Balance as of January 1, 2023	W		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 (loss)
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 shares			—		2,880		—			2,650			—			5,530			—			5,530
Share based payment			—		6,783		—			—			—			6,783			17,324			24,107
Others			—		2,476		(4,944	)		—			(2,442	)		(4,910	)		(53,451	)		(58,361	)

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	W		482,403		1,663,334		67,256			(1,889,658	)		53,857,514			54,180,849			5,483,048			59,663,897

POSCO HOLDINGS INC. and its subsidiaries

Consolidated statements of changes in equity, continued

for year ended December 31, 2024 and 2023


(in millions of Won)		Attributable to owners of the controlling company																	Non- controlling interests			Total
(in millions of Won)		Share capital		Capital surplus			Other equity items			Treasury shares			Retained earnings			Subtotal			Non- controlling interests			Total
Balance as of January 1, 2024	W		482,403		1,663,334			67,256			(1,889,658	)		53,857,514			54,180,849			5,483,048			59,663,897
Comprehensive income:
Profit			—		—			—			—			1,094,917			1,094,917			(147,337	)		947,580
Other comprehensive income (loss)
Remeasurements of defined benefit plans, net of tax			—		—			—			—			(86,966	)		(86,966	)		(8,379	)		(95,345	)
Capital adjustment arising from investments in equity-accounted investees, net of tax			—		—			257,833			—			—			257,833			31,030			288,863
Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax			—		—			(133,213	)		—			(11,838	)		(145,051	)		(5,392	)		(150,443	)
Foreign currency translation differences, net of tax			—		—			888,466			—			—			888,466			231,347			1,119,813
Gains or losses on valuation of derivatives, net of tax			—		—			(281	)		—			—			(281	)		171			(110	)

Total comprehensive income			—		—			1,012,805			—			996,113			2,008,918			101,440			2,110,358

Transactions with owners of the controlling company, recognized directly in equity:
Year-end dividends			—		—			—			—			(189,690	)		(189,690	)		(86,002	)		(275,692	)
Interim dividends			—		—			—			—			(568,433	)		(568,433	)		—			(568,433	)
Changes in subsidiaries			—		—			—			—			—			—			32,691			32,691
Changes in ownership interest in subsidiaries			—		(15,440	)		—			—			—			(15,440	)		477,608			462,168
Acquisition of treasury shares			—		—			—			(92,311	)		—			(92,311	)		—			(92,311	)
Retirement of treasury shares			—		—			—			431,107			(431,107	)		—			—			—
Share based payment			—		(2,567	)		—			—			—			(2,567	)		—			(2,567	)
Others			—		3,567			75,368			—			(6,029	)		72,906			47,351			120,257

Total transactions with owners of the controlling company			—		(14,440	)		75,368			338,796			(1,195,259	)		(795,535	)		471,648			(323,887	)

Balance as of December 31, 2024	W		482,403		1,648,894			1,155,429			(1,550,862	)		53,658,368			55,394,232			6,056,136			61,450,368

The accompanying notes are an integral part of the consolidated financial statements,

POSCO HOLDINGS INC. and its subsidiaries

Consolidated statements of cash flow

for years ended December 31, 2024 and 2023


(in millions of Won)	Notes		2024			2023
Cash flows from operating activities
Profit		W		947,580			1,845,850
Adjustments for:
Depreciation				3,530,770			3,346,460
Amortization				453,689			498,192
Finance income				(3,476,227	)		(1,850,756	)
Finance costs				3,202,268			2,179,233
Income tax expense				303,623			789,304
Impairment loss on property, plant and equipment				608,122			275,846
Gain on disposal of property, plant and equipment				(26,533	)		(9,387	)
Loss on disposal of property, plant and equipment				85,149			125,823
Impairment loss on goodwill and other intangible assets				47,993			129,907
Gain on disposal of investments in subsidiaries, associates and joint ventures				(14,235	)		(197,088	)
Loss on disposal of investments in subsidiaries, associates and joint ventures				73,428			18,843
Share of profit of equity-accounted investees				256,458			(269,678	)
Gain on disposal of assets held for sale				(4,801	)		(1,312	)
Loss on disposal of assets held for sale				33,943			103,366
Expenses related to post-employment benefit				246,406			206,613
Impairment loss on trade and other receivables				185,129			265,914
Loss on valuation of inventories				77,832			309,317
Increase to provisions				216,898			160,880
Gain on insurance claim				(157,278	)		(7,682	)
Others, net				3,227			(43,813	)

				5,645,861			6,029,982

Changes in operating assets and liabilities	40			383,979			(1,087,257	)
Interest received				570,769			447,621
Interest paid				(1,028,864	)		(1,038,005	)
Dividends received				744,857			696,941
Income taxes paid				(553,706	)		(727,437	)

Net cash provided by operating activities		W		6,710,476			6,167,695

POSCO HOLDINGS INC. and its subsidiaries

Consolidated statements of cash flow, continued

for years ended December 31, 2024 and 2023


(in millions of Won)	Notes			2024			2023
Cash flows from investing activities
Acquisitions of short-term financial instruments			W		(15,835,379	)		(39,830,719	)
Proceeds from disposal of short-term financial instruments					19,501,853			40,174,440
Increase in loans					(820,248	)		(1,238,668	)
Collection of loans					784,616			1,369,763
Acquisitions of securities					(1,144,352	)		(380,744	)
Proceeds from disposal of securities					1,210,011			142,791
Acquisitions of long-term financial instruments					(3,791	)		(5,362	)
Acquisitions of investment in associates and joint ventures					(301,816	)		(417,603	)
Proceeds from disposal of investment in associates and joint ventures					45,185			142,316
Acquisitions of investment property					(3,883	)		(56,043	)
Proceeds from disposals of investment property					418			707
Acquisitions of property, plant and equipment					(7,704,948	)		(6,733,289	)
Proceeds from disposal of property, plant and equipment					65,137			(11,895	)
Acquisitions of intangible assets					(530,029	)		(481,882	)
Proceeds from disposal of intangible assets					11,712			30,328
Proceeds from disposal of assets held for sale					10,307			4,850
Collection of lease receivables					31,136			52,657
Disposal of net assets due to changes in consolidated entities					950			—
Cash flow from business combination					7,088			—
Cash inflow from business combination					—			(150,201	)
Cash inflow from insurance claim					157,278			7,682
Others, net					(2,424	)		(7,352	)

Net cash used in investing activities					(4,521,179	)		(7,388,224	)

Cash flows from financing activities
Proceeds from borrowings					5,896,641			7,817,217
Repayment of borrowings					(7,541,075	)		(4,461,114	)
Proceeds from (repayment of) short-term borrowings, net					(208,781	)		(2,524,077	)
Capital contribution from non-controlling interests					513,710			299,342
Payment of cash dividends					(844,195	)		(815,451	)
Acquisition of treasury shares					(92,311	)		—
Repayment of hybrid bonds					—			(340,000	)
Payment of interest of hybrid bonds					—			(10,043	)
Repayment of lease liabilities					(194,534	)		(222,829	)
Others, net					163,962			78,362

Net cash used in financing activities		40			(2,306,583	)		(178,593	)

Effect of exchange rate fluctuation on cash held					214,305			16,719

Net increase(decrease) in cash and cash equivalents					97,019			(1,382,403	)
Cash and cash equivalents at beginning of the period					6,670,879			8,053,282

Cash and cash equivalents at end of the period			W		6,767,898			6,670,879

The accompanying notes are an integral part of the consolidated financial statements,

Appendix 2

POSCO HOLDINGS INC.

(Formerly, POSCO)

Separate Financial Statements

December 31, 2024 and 2023

(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

POSCO HOLDINGS INC.

Separate statements of financial position

as of December 31, 2024 and 2023


(in millions of Won)	Notes		December 31, 2024		December 31, 2023
Assets
Cash and cash equivalents	4,5,22	W		409,387		376,914
Trade accounts and notes receivable, net	6,22,36			178,822		238,332
Other receivables, net	7,22,36			21,388		68,821
Other short-term financial assets	8,22			2,686,420		3,940,743
Assets held for sale	9			467,796		—
Current income tax assets	34			27,940		32,015
Other current assets	15			1,716		1,074

Total current assets				3,793,469		4,657,899

Other receivables, net	7,22			14,894		6,955
Other long-term financial assets	8,22			421,822		1,131,074
Investments in subsidiaries, associates and joint ventures	11			45,631,965		45,321,370
Investment property, net	12			328,372		309,900
Property, plant and equipment, net	13			415,993		197,787
Intangible assets, net	14			21,461		19,341
Other non-current assets	15			5,821		1,872

Total non-current assets				46,840,328		46,988,299

Total assets		W		50,633,797		51,646,198

POSCO HOLDINGS INC.

Separate statements of financial position, continued

as of December 31, 2024 and 2023


(in millions of Won)	Notes		December 31, 2024			December 31, 2023
Liabilities
Short-term borrowings and current installments of long-term borrowings	4,16,22,38	W		39,053			1,756,691
Other current payables	17,22,36,38			50,356			39,739
Other short-term financial liabilities	18,22,38			18,302			1,571
Provisions	19			46,268			14,983
Other current liabilities	21			8,852			6,686

Total current liabilities				162,831			1,819,670

Long-term borrowings, excluding current installments	4,16,22,38			1,500			1,316
Other non-current payables	17,22,38			30,783			26,804
Other long-term financial liabilities	18,22,38			—			6,968
Defined benefit liabilities, net	20			1,296			4,283
Deferred tax liabilities	34			2,246,030			2,281,500
Long-term provisions	19			—			2,634
Other non-current liabilities	21			2,327			3,158

Total non-current liabilities				2,281,936			2,326,663

Total liabilities				2,444,767			4,146,333

Equity
Share capital	23			482,403			482,403
Capital surplus	23,26			1,367,990			1,370,557
Accumulated other comprehensive income (loss)	24			(62,645	)		30,678
Treasury shares	25			(1,550,862	)		(1,889,658	)
Retained earnings				47,952,144			47,505,885

Total equity				48,189,030			47,499,865

Total liabilities and equity		W		50,633,797			51,646,198

The accompanying notes are an integral part of the separate financial statements.

POSCO HOLDINGS INC.

Separate statements of comprehensive income

for the years ended December 31, 2024 and 2023


(in millions of Won, except per share informations)	Notes			2024			2023
Operating revenue		28,36	W		1,997,127			1,454,079
Operating expenses		33,36			(400,707	)		(347,450	)

Operating profit					1,596,420			1,106,629

Finance income and costs		22,31
Finance income					482,946			315,828
Finance costs					(89,388	)		(405,881	)
Other non-operating income and expenses
Impairment loss on other receivables					—			(221,251	)
Other non-operating income		32			3,249			23,469
Other non-operating expenses		32,33			(437,151	)		(135,071	)

Profit before income tax					1,556,076			683,723
Income tax benefit		34			65,206			115,854

Profit					1,621,282			799,577

Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
Remeasurements of defined benefit plans		20			(3,948	)		(97	)
Net changes in fair value of equity investments at fair value through other comprehensive income		8,22			(75,167	)		236,979

Total comprehensive income			W		1,542,167			1,036,459

Earnings per share (in Won)		35
Basic earnings per share (in Won)					21,398			10,539
Diluted earnings per share (in Won)			W		18,999			10,539

The accompanying notes are an integral part of the separate financial statements.

POSCO HOLDINGS INC.

Separate statements of changes in equity

for years ended December 31, 2024 and 2023


(in millions of Won)		Share capital		Capital surplus			Accumulated other comprehensive income (loss)			Treasury shares			Retained earnings			Total
Balance as of January 1, 2023	W		482,403		1,360,894			(188,801	)		(1,892,308	)		47,409,675			47,171,863
Comprehensive income:
Profit			—		—			—			—			799,578			799,578
Other comprehensive income (loss)
Remeasurements of defined benefit plans, net of tax			—		—			—			—			(98	)		(98	)
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	W		482,403		1,370,557			30,678			(1,889,658	)		47,505,885			47,499,865


Balance as of January 1, 2024	W		482,403		1,370,557			30,678			(1,889,658	)		47,505,885			47,499,865
Comprehensive income:
Profit			—		—			—			—			1,621,282			1,621,282
Other comprehensive income (loss)
Remeasurements of defined benefit plans, net of tax			—		—			—			—			(3,948	)		(3,948	)
Net changes in fair value of equity investments at fair value through other comprehensive income, net of tax			—		—			(93,323	)		—			18,156			(75,167	)
Transactions with owners of the Company, recognized directly in equity:
Year-end dividends			—		—			—			—			(189,691	)		(189,691	)
Interim dividends			—		—			—			—			(568,433	)		(568,433	)
Acquisition of treasury shares			—		—			—			(92,311	)		—			(92,311	)
Retirement of treasury shares			—		—			—			431,107			(431,107	)		—
Share-based payment			—		(2,567	)		—			—			—			(2,567	)

Balance as of December 31, 2024	W		482,403		1,367,990			(62,645	)		(1,550,862	)		47,952,144			48,189,030

The accompanying notes are an integral part of the separate financial statements.

POSCO HOLDINGS INC.

Separate statements of cash flows

for years ended December 31, 2024 and 2023


(in millions of Won)	Notes			2024			2023
Cash flows from operating activities
Profit			W		1,621,282			799,577
Adjustments for :
Expenses related to post-employment benefit					6,438			7,568
Depreciation					14,271			11,310
Amortization					1,712			1,247
Impairment loss on trade and other receivables					106			221,251
Finance income					(474,656	)		(308,827	)
Dividend income					(1,812,999	)		(1,254,239	)
Finance costs					79,200			401,716
Loss on disposal of property, plant and equipment					341			2,360
Impairment loss on property, plant and equipment					—			10,657
Gain on disposal of intangible assets					(141	)		—
Loss on disposal of intangible assets					266			—
Gain on disposal of investments in subsidiaries, associates and joint venture					—			(230	)
Impairment loss on investments in subsidiaries, associates and joint ventures					392,075			109,568
Loss on disposal of assets held for sale					—			998
Increase (decrease) to provisions					36,979			(7,303	)
Income tax benefit					(65,206	)		(115,854	)
Share-based payments expense		26			—			5,351
Others					(2	)		(11,632	)
Changes in operating assets and liabilities		38			2,023			(43,024	)
Interest received					92,618			45,517
Dividends received					1,866,004			1,188,338
Income taxes received					57,563			25,687

Net cash provided by operating activities			W		1,817,874			1,090,036

POSCO HOLDINGS INC.

Separate statements of cash flows, continued

for years ended December 31, 2024 and 2023


(in millions of Won)	Notes		2024			2023
Cash flows from investing activities
Decrease in deposits		W		3,050,000			890,000
Proceeds from disposal of short-term financial instruments				5,471,006			6,255,711
Collection of short-term loans				—			1,249
Collection of long-term loans				—			2,000
Proceeds from disposal of equity securities				194,230			261,612
Proceeds from disposal of other securities				9,016			4,501
Proceeds from disposal of investments in subsidiaries, associates and joint ventures				590,429			957,353
Proceeds from disposal of intangible asstes				1,677			—
Collection of short-term lease security deposits				491			—
Increase in deposits				(2,550,000	)		(2,640,002	)
Acquisition of short-term financial instruments				(4,619,699	)		(5,717,490	)
Increase in long-term loans				(106	)		—
Acquisition of other securities				(21,850	)		(26,282	)
Acquisition of investment in subsidiaries, associates and joint ventures				(1,263,572	)		(1,237,817	)
Acquisition of property, plant and equipment				(249,048	)		(102,192	)
Acquisition of intangible asstes				(6,209	)		(4,402	)
Acquisition of investment properties				(1,200	)		(54,892	)
Payment of short-term lease security deposits				(536	)		(691	)
Net cash provided by (used in) investing activities		W		604,629			(1,411,342	)

Cash flows from financing activities
Increase in long-term financial liabilities				3,148			3,781
Payment of cash dividends				(758,194	)		(720,762	)
Repayment of current installments of long-term borrowings				(1,542,400	)		—
Acquisition of treasury shares				(92,311	)		—

Net cash used in financing activities	38	W		(2,389,757	)		(716,981	)

Effect of exchange rate fluctuation on cash held				(273	)		—
Net increase (decrease) in cash and cash equivalents				32,473			(1,038,287	)
Cash and cash equivalents at beginning of the period				376,914			1,415,201

Cash and cash equivalents at end of the period		W		409,387			376,914

The accompanying notes are an integral part of the separate financial statements.

Exhibit 99.1

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POSCO HOLDINGS 2025 Ordinary General Meeting of Shareholders —Reference Material—

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Contents Convocation Notice of 01 03 Ordinary General Meeting of Shareholders 02 2024 Financial & ESG Highlights 04 03 Amendments of the Articles of Incorporation 07 04 Composition of the Board 12 05 Inside Director Candidates 13 Outside Director Appointment Process, 06 16 Candicates and Board Skills Matrix 07 Director Remuneration 22

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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 57th 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 20, 2025, 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 57th FY 04 Item 2 Partial Amendments of the Articles of Incorporation 2-1 Addition of Supporting Evidence to Delegate Authority for Bond Issuance 07 2-2 Raising of Shareholder Voting Requirement to Approve Reappointment of CEO After Serving Consecutive Terms 08 2-3 Removal of the Preamble 10 2-4 Change of the Record Date for Quarterly Dividends 11 Item 3 Election of Inside Directors 3-1 Election of Lee, Ju Tae as Inside Director 13 3-2 Election of Chun, Sung Lae as Inside Director 14 3-3 Election of Kim, Ki Soo as Inside Director 15 Item 4 Election of Outside Directors 4-1 Election of Yoo, Jin Nyoung as Outside Director 17 4-2 Election of Sohn, Sung Kyu as Outside Director 18 Item 5 Election of Outside Directors to Serve on the Audit Committee 5-1 Election of Sohn, Sung Kyu as Outside Director to serve on the Audit Committee 19 5-2 Election of Kim, Joon Gi as Outside Director to serve on the Audit Committee 20 Item 6 Approval of Director Remuneration Limit 22 03

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2.1 Financial Highlights Revenue and operating profit in 2024 decreased due to concurrent downturns in both steel and energy materials businesses—(Steel) China’s steel oversupply and construction industry downturn led to an increase in exports, causing steel price drop and delayingin our mill margin recovery —(Energy Materials) Slowing EVgrowth rate depressed mineral price, resulting in inventory valuation loss; initial operating costs ofnew plantsin ramp-up stage dampen profitability —(Infrastructure) Weak demand of steel materials due to a sluggish global economy and revenues siphoned off by large construction projects deliveries led to an OP decline Executed KRW 9 tril. of CAPEX to boost the competitiveness of the steel business along with the energy materials business —(Steel) Promoted a JV with JSW for an integrated mill in India, commenced construction of 2.5Mt EAF in Gwangyang Steelworks to achieve carbon neutrality, and continued to develop HyREX technology —(Energy Materials) Completed construction of POSCO Argentina (upstream & downstream) to produce 25Kt of LH and P-PLS Plant 2 to produce 21.5K of LH—(Infrastructure) Promoted the expansion of production capacity of the Senex gas field and the Myanmar offshore gas field, and expanded domestic LNG terminals Restructuring under-performing projects and non-essential assets to enhance capital efficiency since 2024 —Sold low-profit assets and minor investment shares; and the cash generated through restructuring will be used for reinvestment in core businesses and shareholder returns Income Financial Structure (KRW tn) (KRW tn) Revenue NetDebt OperatingProfit 84.8 EBITDA 18.2% OPMarginRatio 76.3 77.1 72.7 NetDebtRatio 13.5% 12.1% 12.6 57.8 9.6% 11.2 8.7% 9.2 6.5% 8.5 8.1 7.4 5.7% 6.0 6.2 4.9 4.6% 5.6 4.2% 3.5 3.0% 4.1 3.6 2.4 2.2 ’20 ‘21 ‘22 ‘23 ‘24 ‘20 ‘21 ‘22 ‘23 ‘24 04

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2.2 Shareholder Return 50~60% of annual FCF(parent basis) will be used to pay base dividend(KRW 10,000/share), and the remaining shall be additionally returned —Established shareholder return policy based on FCF that reflects investment for future growth —Introduced ‘Base Dividend’ to stabilize shareholder return in response to the uncertainty of FCF In 2024, the dividend is KRW 10,000 per share based on the current Shareholder Return Policy (payout ratio of 69.2%) —In 2024, a KRW 2,500 dividend was approved for each quarter (total dividend of KRW 0.8 tril.; base dividend paid from annual FCF of KRW 0.8 tril.) Immediate share cancellation upon new share buyback going forward —Part of the proceeds from non -core asset divestment was used in 2024 to fund the share buyback worth of KRW 100 bil With the plan to administer phased cancellation of treasury shares accounting for 6% of total shares, 2% will be cancelled each year from ’24 to ‘26 Corporate Value-up plan was made and disclosed with the participation of the board of directors in the fourth quarter of 2024 Shareholder Return Trend Total Shareholder Return (KRW tn) (KRW tn) Dividends 5ì¡° 5ì¡° 1.5 1.5 1.5 1.4 + Î± 1.4 + Î± Treasuryshare Buyback & Cancellation cancellation 1.3 Existing Share Cancellation 0.8 0.8 (0.6tn/yr) 0.6 Base Dividend (0.8tn/yr) ‘20 ‘21 ‘22 ‘23 ‘24 ‘23 ‘24 ‘25(f) ‘26(f) ? Assumptions : Base dividend(KRW10,000)+ Cancellation of 2% each year (share price of July 11, 2024) ? Shareholder return in 2026 is based on maintaining current policy (2026 onwards will be reviewed later) 05

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2.3 ESG Highlights We have reinforced our ability to put net zero emissions into practice and devised the Carbon Neutrality Promotion Strategy —A dedicated department at POSCO Holdings oversees net zero activities; serving as the control tower, the organization defines strategies across Group businesses —Drive economic transition aligned to global trends and with government assistance, e.g., HyREX subsidized as nationally designated project * Designation as a National Strategic Technology(Feb, ‘24), Selection as global R&D flagship project by MSIT (May ’24), Chosen as Pilot Project PFS candidate (Nov. ‘24) * Pohang Steelworks opens HyREX Development Center (Jan. ‘24) and completes electric smelter pilot facility (Apr. ‘24); Gwangyang Steelworks begins EAF construction (Feb. ‘24, 2.5Mtpa) POSCO Group commits to Human Rights Management Declaration to build a human rights management system that meets global standards—The Human Rights Management Declaration(HRMD) that reflects stakeholder demands was signed and released by the Group Chairmanand the CEO of each affiliated company (Feb. ‘25)—By revising the Group’s Human Rights Governance and establishing Group-wide consolidated grievance handling mechanism, every workplace is partaking in the effort to respect human rights Strive to enhance ESG governance by keeping the Board regularly updated on major ESG issues —Recognize ESG as a strategic opportunity to become a ‘formidable producer of materials for tomorrow’ and focus on managing ESG risks across overall management * Operate annual ESG session at the BoD level, Group ESG Council chaired by the CEO, and report quarterly to BoD on Group’s k ey ESG agendas Our effort is paying off through local and global recognitions granted by ESG rating agencies, touting POSCO Holdings as an ESG leader —Since its first issue in 2005, the 20th ‘Sustainability Report’ was published in 2024 to transparently disclose ESG data and to engage in active stakeholder communication—As a Climate Action 100+ Focus List business, a Special TCFD Report was published. Regular meetings are arranged with participating institutional investors KCGS SUSTAINALYTICS • ‘A+’ in overall assessment • Sustained ‘24 Industry Top Rated Company â”Œ Environmental (E) : A —Risk score: ’22) 37.5 â†’ ’24) 24.0* â”œ Social (S) : A+ * top 5% among global steel groups â”” Governance (G) : A ISS Quality Score MSCI ESG Research • 1st top rate quality score in Social and Governance • Obtained overall grade ‘A’; score raised 5.6 â†’ 6.5 â”Œ Environmental (E) : 2nd —First attainment of Grade A since â”œ Social (S) : 1st evaluation (Apr. 2024) â”” Governance (G) : 1st —Improvement of Governance Score (4.9 â†’ 6.3) 06

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3. Amendment of the AOI _ Addition of Supporting Evidence to Delegate Authority for Bond Issuance Currently, each case of bond issuance is approved in accordance with Article 469 -1 of the Commercial Act and Article 16 of the Articles of Incorporation that provide, ‘A company may issue bonds by a resolution of the Board of Directors’. However, this practice imposes limitations when quick action is required to promptly respond to rapidly changing external circumstance s, e.g., rate change, size of bond investors. To perform efficient and timely bond issuance, we wish to apply to our AOI (amendment to AOI Article 16) the provision outlined in Article 469 -4 of the Commercial Act, which provides, within the limit as approved by the Board and within a period not exceeding one (1) year, Representative Director may determine the specifics of the issuance, e.g., amount, time, currency .’ It is also our intention to mandate that the bond issuance outcome be reported to the Board. The proposed AOI amendment is restricted to the issuance of ordinary bonds. For bonds that could impact voting rights, such as exchangeable bonds (EB) and bonds with warrants, we intend to keep to the current practice of acquiring the Board’s approval for each case of bond issuance. Purpose of Before Amendment After Amendment Change Article 16. Issuance of Bonds Article 16. Issuance of Bonds The Company may issue bonds by a resolution of the Board of Directors 1 The Company may issue bonds by a resolution of the Board of Directors To ensure 2 The Board of Directors may authorize the Representative Director to efficiency and issue bonds within a period not in excess of one (1) year by timeliness in bond determining the price and type of bonds; provided, however, that the issuance Representative Director shall report the results of the issuance of the bonds to the Board of Directors. 07

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3. Amendment of the AOI _ Raising of Shareholder Voting Requirement to Approve Reappointment of CEO After Serving ConsecutiveTerms With the objective to raise the standard by which shareholders can assess the qualification of and approve a CEO seeking reappointment after serving consecutive terms, we wish to amend the votes and shares needed to reach a resolution. Absent any management control conflict at the company, the objective of this amendment is not intended to defend rights to management. We believe raising of approval standards serves the interest of shareholder value. When a CEO has completed a consecutive term and seeks reappointment for the CEO and Representative Director position, during appointment as Inside Director at the General Meeting of Shareholders, we seek to amend the rules governing resolution to raise the standards to the requirements defined for a ‘special resolution’ (Amendment of Article 29 of the Articles of Incorporation). Purpose of Before Amendment After Amendment Change Article 24. Quorum and Requisite for Resolutions Article 24. Quorum and Requisite for Resolutions 1 Except as otherwise provided in these Articles of Incorporation or by 1 (Same as left) applicable laws or regulations, all resolutions passed at a General Meeting of Shareholders shall be adopted by the affirmative vote of a majority of the voting shares of the shareholders present, which shall represent at least one-fourth (1/4) of the voting shares of the Company then issued and outstanding. 2 In the following cases, the resolutions of a General Meeting of Shareholders shall be adopted by the affirmative vote of at least two-thirds 2 (Same as left) (2/3) of the voting shares of the shareholders present and by the affirmative vote of at least one-third (1/3) of the voting shares of the total issued and outstanding shares: 1 ~ 6. (Same as left) To provide a 1. Amendment of the Articles of Incorporation; 2. Transfer of all or any important part of the business; consistent 3. Execution, amendment or rescission of a contractfor leasing the whole of the approval process business, for entrustment of management, or for sharing with another in the AOI person all profits and losses in relation to the business or of a similar contract; 4. Acquisition of all or part of business of any other company, which may have agreat influence upon the business ofthe Company; 5. Merger or consolidation of the Company (excluding a small scale merger or consolidation); 6. Matters required to be approved by the General Meeting of Shareholders, which have material effects on the company’s assets, as determined by the Board of Directors; and 7. Any other matter requiring a special resolution of a 7. Any other matter for which such vote is required by Korean laws and General Meeting of Shareholders under Korean laws and regulations. regulations or these Articles of Incorporation 08

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3. Amendment of the AOI _ Raising of Shareholder Voting Requirement to Approve Reappointment of CEO After Serving ConsecutiveTerms Purpose of Before Amendment After Amendment Change Article 29. Appointment of the CEO and the Representative Article 29. Appointment of the CEO and the Representative Director Director 1 By resolution of the Board of Directors, the CEO and the Representative 1 The Board of Directors shall recommend the name of one (1) CEO and Director shall be elected from among the Inside Directors after his the Representative Director candidate approved by the CEO qualification is approved by the CEO Candidate Recommendation Candidate Recommendation Committee as an Inside Director Committee. candidate at a General Meeting of Shareholders. Where the CEO and the Representative Director candidate is To add rigor to 2 In the event a candidate for the position of Inside Director is nominated appointed as the Inside Director at the General Meeting of shareholder as the CEO and the Representative Director candidate and approved by Shareholders, the Board of Directors shall appoint the CEO and the evaluation of CEO the CEO Candidate Recommendation Committee, the Board of Representative Director candidate as the CEO and the Representative seeking Directors shall recommend the name of one (1) CEO and the Director. reappointment after serving Representative Director candidate at the General Meetings of Shareholders. Where the CEO and the Representative Director 2 Details concerning the composition and operation of the consecutive terms ; CEO Candidate Recommendation Committee shall be to amend candidate is appointed as an Inside Director at General Meetings of determined by the Board of Directors. redundant phrases Shareholders, the Board of Directors shall appoint the CEO and the in the previous Representative Director candidate as the CEO and the Representative 3 In the event that the Inside Director candidate, as prescribed in provision Director. Paragraph (1) of this Article, has served consecutive terms as the CEO and Representative Director, and then becomes a candidate for 3 Details concerning the composition and operation of the CEO reappointment as the CEO and Representative Director, the Candidate Recommendation Committee shall be determined by the appointment of the Inside Director candidate as an Inside Director at Board of Directors. a General Meeting of Shareholders shall satisfy the requirement of a special resolution of a General Meeting of Shareholders referred to in Paragraph (2) of Article 24, and the same shall apply thereafter. 09

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3. Amendment of the AOI _ Removal of the Preamble In March 2022, on the occasion of the launch of POSCO Holdings, with the goal to establish a shared spirit of corporate cultu re across the POSCO Group of companies, the full text of the Corporate Citizenship Charter was compiled into the Articles of Incorporation. In the past, philosophical slogans, such as ‘Steelmaking Patriotism’, ‘National Company’, ‘Corporate Citizen’, had been conceived to rally attention. In 2024, the corporate spirit and our entrepreneurial evolution, previously captured in short phrases, have been standardized into a larger frame of the ‘POSCO Spirit.’ Hence, we will remove the declarative Corporate Citizenship Charter from the Articles of Incorporation like other companies which do not have preamble in the AOI. Instead, we wish to rally support for the ‘POSCO Spirit’ that encapsulates into a systematized frame the corporate spirit and entrepreneurial advancement, which invariably evolve over time. Purpose of Before Amendment After Amendment Change Companies achieve lasting growth and sustainability by pursuing harmony (Deleted) within the society where businesses operate. As a member of the social community, companies who have benefited from resources provided by the society should look beyond profit, engage in addressing social issues and contribute to the prosperity of mankind and to making the world a better place. To rally support for the POSCO We believe that this is the right way to move forward. Spirit beyond Corporate Citizen POSCO Holdings Inc, under its management philosophy of ‘Corporate Citizenship: Building a Better Future Together’, will engage and communicate with all stakeholders including customers, employees and shareholders, and continually seek changes and innovation in pursuit of sustainability by ultimately creating greater value for the company. 10

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3. Amendment of the AOI _ Change of the Record Date for Quarterly Dividends At the 55th GSM, we proposed an amendment to the AOI regarding the year -end dividend record date with the goal to ‘determine dividend amount before the record date,’ introducing a more shareholder -friendly dividend determination process. However, per quarterly dividend payout, relevant law amendments have been delayed, forcing previous rules that determine the last day of each month of March, June, and September as the record date, to remain in place. Owing to the revision of Capital Market Law Article 165 -12 that was enacted in December 2024, we are now able to apply the improved dividend determination process to quarterly payout standards. Therefore, ‘dividend determination prior to record date’ process is now applied to quarterly dividend process, enabling consistency across the quarterly and year -end dividend determination processes and balanced payout schedule. Purpose of Before Amendment After Amendment Change Article 56-2. Quarterly Dividends Article 56-2. Quarterly Dividends 1 The Company may pay quarterly dividends in cash by a resolution of 1 The Company may pay quarterly dividends in cash by a resolution to be the Board of Directors each fiscal year. In such case, the record date for adopted at the meeting of the Board of Directors to be held within the distribution of quarterly dividends shall be the last day of March, fourty five (45) days from the last day of March, June and September June or September. The dividends shall be paid within 20 days from the each fiscal year. The dividends shall be paid within one (1) month from To implement resolution above. the resolution above. shareholder— friendly dividend 2 Dividends referred to in Paragraph (1) shall be paid to the shareholders 2 The dividends referred to in Paragraph (1) of this Article shall be paid to determination or registered pledgees whose names appear in the shareholders’ the shareholders or registered pledgees whose names appear in the process register of the Company as of the record date for the distribution of shareholders’ register of the Company as of the record date quarterly dividends. determined by a resolution of the Board of Directors. Where the Company sets a record date, a public notice of the record date shall be given at least two (2) weeks in advance. 11

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4. Composition of the Board The POSCO Holdings Board is composed of 4 Inside Directors and 6 Outside Directors, 10 Directors in total. In March 2024, the Board elected Yoo, Young Sook as its first female Chair of BoD. During the General Meeting of Shareholders, the terms of 3 Inside Directors and 2 Outside Directors will expire. Five new Directors will be appointed in their places. —Term expiration (5) : 3 Inside Directors (Jeong, Ki Seop, Kim, Jun Hyung, Kim, Ki Soo), 2 Outside Directors (Yoo, Jin Nyoung, Sohn, Sung Kyu) —Directors to be appointed (5) : 3 Inside Directors (Lee, Ju Tae, Chun, Sung Lae, Kim, Ki Soo), 2 Outside Directors (Yoo, Jin Nyoung, Sohn, Sung Kyu) Chang, Jeong, Kim, Kim, Yoo, Kwon, Kim, Park, Yoo, Sohn, Name Independence In Hwa Ki Seop Jun Hyung Ki Soo Young Sook Tae-Kyun Joon Gi Sung Wook Jin Nyoung Sung Kyu Category Inside Director Outside Director Representative Director • (CEO) • Chairman ofBoD • Gender M M M M F M M M M M Steel/ Stratetgy/ Secondary New Environment/ Corporate Corporate New Finance/ Category Finance Technology Investment Battery Technology Climate Governance Management Technology Accounting SpecialCommittee • Special Committee Chair Special Committee Member —ESG • 75% —DIRECTOR CANDIDATE • 100% RECOMMENDATION —EVALUATION AND • 100% COMPENSATION —FINANCE • 75% —AUDIT • 100% —CEO CANDIDATE POOL • 100% MANAGEMENT Initial appointment Mar, 2024 Mar, 2023 Mar, 2024 Mar, 2024 Mar, 2021 Mar, 2021 Mar, 2023 Mar. 2024 Mar, 2022 Mar, 2022 Term expiration Mar, 2027 Mar, 2025 Mar, 2025 Mar, 2025 Mar, 2027 Mar, 2027 Mar, 2026 Mar, 2027 Mar, 2025 Mar, 2025 Independenceof BoD: 60% Female ratio on BoD: 10% 12

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5. Inside Director Candidate Lee, Ju Tae, Candidate for Inside Director Basic Data —Date of Birth : February 1964 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 Jan. 2025 ~ Head, Corporate Strategy Division (Sr. EVP), POSCO HOLDINGS INC. Apr. 2024 Head, Corporate Strategy Team (Sr. EVP), POSCO HOLDINGS INC. Mar. 2023 Head, Corporate Planning and Finance Division (Inside Director & Sr. EVP), POSCO Jan. 2021 Head, Purchasing and Investment Division (Sr. EVP), POSCO Reasons for Recommendation In his capacity as head of strategy at POSCO Holdings, Mr. Lee contributed to Group portfolio restructuring and defining growth strategy. His rich knowledge and experience across the Group’s businesses will help strengthen the Group’s global growth investments and competitiveness in key businesses. 13

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5. Inside Director Candidate Chun, Sung Lae, Candidate for Inside Director Basic Data —Date of Birth : October 1963 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 Jan. 2025 ~ Head, Business Synergy Division (Sr. EVP), POSCO HOLDINGS INC. Apr. 2024 Head, Carbon Neutral Team (Sr. EVP), POSCO HOLDINGS INC. Mar. 2022 Head, Steel Business Team (Sr. EVP), POSCO HOLDINGS INC. Jan. 2022 Representative President, POSCO-Maharashtra (Sr. EVP) Reasons for Recommendation As Head of the Carbon Neutral Team, Mr. Chun contributed to steel business portfolio restructuring. His broad experience and expertise in marketing, overseas investment, and business management will help strengthen synergies across the Group. 14

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5. Inside Director Candidate Kim, Ki Soo, Candidate for Inside Director Basic Data —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 past 3 years : None—Financial delinquency, manager of insolvent business or other legal disqualifications: None Professional Experience Mar 2024 ~ Head, New Experience of Technology Hub; Group CTO (Inside Director & Sr. EVP), POSCO HOLDINGS INC. Jan 2024 Head, Technical Research Laboratories (Sr. EVP), POSCO Jan 2019 Head, Low-Carbon Process R&D Center (EVP), POSCO Feb 2017 Head, Engineering Solution Office (SVP), POSCO Reasons for Recommendation As Head of POSCO N.EX.T Hub and CTO, Mr. Kim helped to solidify the Group’s research organization and to secure opportunities to commercialize new technologies. By leveraging his expertise in steel research and broad experience in new technology development, e.g., AI-powered process automation, Mr. Kim will assist to build a holding company-led Corporate R&D system and to advance the Group’s technology development system. 15

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6.1 Outside Director Appointment Process To ensure independence and transparency in the Outside Director (OD) appointment process, in 2004, the Director Candidate Recommendation Committee (DCRC) resolved to launch the Outside Director Recommendation Advisory Panel. The Panel provides the Committee with a shortlist of candidates (5 per position). The Committee then assesses the qualifications of the candidates and recommends the finalists to the General Meeting of Shareholders (GMoS). The GMoS votes on the appointment of new Directors.—The DCRC is exclusively composed of outside directors to ensure procedural independence.—The Advisory Panel consists of five reputable senior leaders in business, finance, academia, or law. To encourage candidate nomination from shareholders, the qualifying standard for nomination has been lowered from those with equity ownership of 0.5% to 0.1%. By offering fair opportunity to responsible shareholders and strengthening shareholder engagement, we aim to ensure the effectiveness of the recommendation policy and to strengthen transparent and open governance.—Four months prior to the GMoS, POSCO Holdings distributes official letters addressed by the DCRC Chair to shareholders who ho ld 0.1% or more in shares of POSCO Holdings and posts a notice online. The letter and the notice invite the shareholder to nominate one OD cand idate. For the March 2025 GMoS, call for candidate recommendation was open from November 4~18, 2024. To assess individual contribution of each Director, an OD evaluation policy has been introduced. By developing a guide on how to use the evaluation results, a mechanism is in place to validate and filter participation level .—OD reappointment decisions are made based on the assessment of individual contribution over 3 years. Outside Director (OD) Candidate Appointment Process (Oct 29, 2024 ~ Mar 20, 2025) Oct 29, 2024 Dec 3 ~ Dec 20 Jan 3, 2025 Feb 19 Mar 20 Approved ‘OD Candidate Panel recommended Assessment Recommendation Appointment of Recommendation 5 candidates per of OD Candidates of OD Candidates Outside Directors Advisory Panel’ position (DCRC)* (OD Recommendation (DCRC)* (DCRC)* (GMoS) Advisory Panel) ? Call for shareholder recommendation: Nov 4, 2024 ~ Nov 18, 2024 * DCRC : Director Candidate Recommendation Committee 16

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6.2 Outside Director Candidate Yoo, Jin Nyoung, Candidate for Outside Director Basic Data —Date of Birth : July 1957 Gender : Male 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 or other legal disqualifications: None Professional Experience 2019 ~ CEO, Angel 6+ 1998 ~ 2004 VP, Head, Advanced Materials Lab, LG Chem 2017 ~ 2018 CTO and President, LG Chem 1997 VP, Head, Polymers Lab, LG Chem 2014 ~ 2016 President & Head, Research Park, LG Chem 1996 VP, Research Fellow, Polymers Lab, LG Chem 2005 ~ 2013 EVP & Head, Research Park, LG Chem 1981 ~ 1995 Researcher, Polymers Lab, LG Chem Reasons for Recommendation Mr. Yoo is an expert in rechargeable battery components and advanced materials technology development. In his current position as CEO of Angel 6+, he is engaged in various technology development activities. During his previous 3 -year term on the Board, he made significant contribution to Company policy, risk assessment, governance improvement and Board operation. As an Outside Director, Mr. Yoo is expected to continue to assist the operation and advancement of the Board, for which Mr. Yoo is nominated as a candidate to serve as an Outside Director. 17

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6.2 Outside Director Candidate Sohn, Sung Kyu, Candidate for Outside Director Basic Data —Date of Birth : December 1959 Gender : Male 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 or other legal disqualifications: None Professional Experience 2019 ~ Outside Director, Samsung Asset Management 2013 ~ 2015 Distinguished Professor, Samil 1993 ~ 2025 Professor, School of Business, Yonsei University 2008 ~ 2010 Non-standing member, Korea Accounting 2017 ~ 2022 Outside Director, Hyundai Construction Equipment Standards Board 2016 ~ 2017 President, Korean Accounting Association 2008 ~ 2010 Head, KOSPI Disclosure Committee Reasons for Recommendation Mr. Sohn is a professor of Business Administration at Yonsei University. He formerly served as Chair of the Korea Accounting Association, Professor Emeritus at Samil PWC, and a non-standing member of the Korea Accounting Standards Board. Drawing on his expert knowledge and experience in accounting, over the past 3 years, Mr. Sohn has made significant contribution to th e Company’s accounting and finance policy, risk assessment, and the operation of the Board. As an Outside Director, Mr. Sohn is expected to continue to assist the operation and advancement of the Board, for which Mr. Sohn is nominated as a candidate to serve as an Outside Director. 18

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6.3 Outside Director Candidate to Serve on the Audit Committee Sohn, Sung Kyu, as Outside Director to serve on the Audit Committee Basic Data —Date of Birth : December 1959 Gender : Male 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 or other legal disqualifications: None Professional Experience 2019 ~ Outside Director, Samsung Asset Management 2013 ~ 2015 Distinguished Professor, Samil 1993 ~ 2025 Professor, School of Business, Yonsei University 2008 ~ 2010 Non-standing member, Korea Accounting 2017 ~ 2022 Outside Director, Hyundai Construction Equipment Standards Board 2016 ~ 2017 President, Korean Accounting Association 2008 ~ 2010 Head, KOSPI Disclosure Committee Reasons for Recommendation Mr. Sohn is a professor of Business Administration at Yonsei University. He formerly served as Chair of the Korea Accounting Association, Professor Emeritus at Samil PWC, and a non-standing member of the Korea Accounting Standards Board. Drawing on his expert knowledge and experience in accounting, over the past 3 years, Mr. Sohn has made significant contribution to th e Company’s accounting and finance policy, risk assessment, and the operation of the Board. As an Outside Director to serve on the audit committee, Mr. Sohn is expected to continue to assist the effective operation of Audit committee. 19

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6.3 Outside Director Candidate to Serve on the Audit Committee Kim, Joon Gi, as Outside Director to serve on the Audit Committee Basic Data —Date of Birth : May 1965 Gender : Male 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 or other legal disqualifications: None Professional Experience 2008 ~ Professor of Law, Yonsei University 2022 ~ 2024 President, The Korean Council for 2021 ~ ICC International Court of Arbitration Member International Arbitration(KOCIA) 2018 ~ International Arbitration Committee Member, KCAB 2003 ~ 2007 Executive Director, Hills Governance Center 2013 ~ Panel of Arbitrators, World Bank 1992 ~ 1995 Attorney, Foley & Lardner Reasons for Recommendation As a law professor and professional expert in international trade and commercial law and corporate governance enhancement, Mr. Kim has served as arbitrator at domestic and international dispute settlement bodies and as Executive Director at the Hills Governance Center. He is also active in various research projects in international dispute resolution, trade and governance. Mr. Kim’s academic record and expertise gained from his legal practice will help to ensure the Audit Committee runs effectively. 20

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6.4 Outside Director Board Skills Matrix (Upon approval of 57 th GMoS) The Board Skills Matrix (BSM) has been designed and put in place with the goal to enhance the diversity and expertise of the Board members —The Matrix classifies two main skills areas, i.e., General Management, Industry Specific, which help to specify industry experience and technical competencies • General Management Skills : ESG·Sustainability management, Leadership, Risk management Board Skills Matrix of Outside Directors • Industry Specific Skills : Experience in industry, technology, digital and innovation, finance and accounting, law and public policy, international management, business development, M&A Yoo, Kwon, Kim, Park, Yoo, Sohn, Category Jin Nyoung Sung Kyu Young Sook Tae-Kyun Joon Gi Sung Wook (Re-appointment) (Re-appointment) ESG ·Sustainability — — — Management Management General Leadership — — — Risk Management — — — S Industry Experience — — — K Technology, Digital and I — — — L Innovation L Finance and Accounting — — — S Industry Specific Law and Public Policy — — — International Project — — — Management Business Development / — — — M&A Gender F M M M M M Professor of Chair of Board, Chair of the Board, Outside Director, Professor of Law, Business National Academy CEO, Title the Climate Kumho Yonsei University Administration, of Engineering of ANGEL 6+ Change Center Petrochemical Law School Yonsei Korea University General Vice President, Head of Free World Bank, Chair, Korea CTO/President, Outside Director, Overview Korea Institute of Economic Zone Arbitrator Semiconductor LG Chem Samsung Asset Science and Planning, Executive Industry Member, Management Technology Ministry of Director, Association Presidential President of the Professional Experience (KIST) Finance and Hills Governance CEO (President- Advisory Council Korean Minister of Economy Center Vice Chairman) on Science and Accounting Environment Ambassador to Attorney, SK Hynix Technology Association the UAE Foley&Lardner 21

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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 (2024) : Quantitative assessment based on consolidated financial performance 60% (OP 20%, Operating cash flow 10%, Revenue 10%, ROA 10%, Stock value 10%) Qualitative assessment of effort to improve long-term competitiveness 40% (ESG: 10%, Business: 15%, Investment/Technology: 10% , Talent: 5%) Total director remuneration administered as of 2024 is KRW 6.25 billion; director remuneration limit for 2025 is KRW 10.0 bil lion, which remains unchanged from 2024. Category 2024 2025 Number of Directors (Outside Directors) 10 (6) 10 (6) Upper Limit of Total Directorship Remuneration KRW 10.0 billion KRW 10.0 billion Total Remuneration Administered KRW 6.25 billion—22

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