POSCO(US:PKX)2023-02-21 13:11Notice of the 55th Ordinary General Meeting of Shareholders POSCO HOLDINGS INC. announces its 55th Ordinary General Meeting of Shareholders to approve FY2022 financials, amend Articles of Incorporation, elect directors, and set remuneration ceiling - The 55th Ordinary General Meeting of Shareholders is scheduled for March 17, 2023, at 9:00 am (KST) at the POSCO Center in Seoul, Korea8 - The main agenda items for the meeting are: - Approval of FY2022 Financial Statements - Amendments to the Articles of Incorporation - Election of Inside, Non-Standing, and Outside Directors - Approval of the Ceiling for Director Remuneration8918 Meeting Details and Agenda Overview POSCO HOLDINGS INC. announced its 55th Ordinary General Meeting of Shareholders on March 17, 2023, covering FY2022 financials, Articles of Incorporation, director elections, and remuneration Agenda 1: Approval of Financial Statements for the 55th FY The agenda seeks approval for the fiscal year 2022 financial statements and proposes a year-end dividend of KRW 2,000 per share - The proposal seeks approval for the financial statements for the fiscal year from January 1, 2022, to December 31, 20228 - A year-end dividend of KRW 2,000 per share is proposed8 Agenda 2: Partial Amendments of the Articles of Incorporation Proposed amendments include relocating the head office to Pohang, deleting the paper voting option due to 99.92% electronic voting usage, and revising the dividend record date - The company proposes to change the location of its head office from Seoul to Pohang, Gyeongsangbuk-do10 - Article 25, which allows for exercising voting rights in writing (paper voting), is proposed to be deleted due to the successful adoption of the electronic voting system (99.92% usage) and to promote environmental protection1117 - The articles regarding dividends (Article 56) are being revised to change the record date for year-end dividends, which will be determined by a Board of Directors resolution and publicly noticed two weeks prior1416 Agenda 3: Election of Inside Directors Three candidates are proposed for election as Inside Directors, selected for their expertise in corporate strategy, green materials, and technology development - Three candidates are proposed for election as Inside Directors, each for a 1-year term: - Jeong, Ki-Seop - Yoo, Byeong-Og - Kim, Ji-Yong1920 - The Board of Directors recommends the candidates based on their extensive experience in corporate strategy, green materials, and technology development, which are expected to enhance business competitiveness and support new growth areas22 Agenda 4: Election of Non-Standing Director One candidate is proposed for election as a Non-Standing Director, recommended for contributions to steel business competitiveness and synergy generation - One candidate, Kim, Hag-Dong, is proposed for election as a Non-Standing Director for a 1-year term23 - The Board recommends him for his contributions to the competitiveness of the core steel business and to generate synergy between the holding company and its steel subsidiary25 Agenda 5: Election of Outside Director One candidate, a law professor, is proposed for election as an Outside Director, valued for expertise in international trade law and corporate governance - One candidate, Kim, Joon-Ki, a Professor of Law at Yonsei University, is proposed for election as an Outside Director for a 3-year term26 - The candidate is recommended for his expertise in international trade law and corporate governance, which is expected to provide diverse insights and improve the company's international competitiveness27 Agenda 6: Approval of the Ceiling Amount of Total Remuneration for Directors The proposed ceiling for total director remuneration for FY 2023 is KRW 10.0 billion, remaining unchanged from the previous fiscal year - The proposed ceiling for the total remuneration for directors for FY 2023 is KRW 10.0 billion, which is unchanged from the approved ceiling for FY 202229 Financial Statements The financial statements detail POSCO HOLDINGS' consolidated and separate performance for FY2022, reflecting significant changes due to the holding company transition Consolidated Financial Statements (FY2022) For FY2022, consolidated revenue grew 11% to KRW 84.75 trillion, but operating and net profits significantly declined, while total assets expanded to KRW 98.41 trillion Consolidated Statements of Financial Position The consolidated balance sheet shows total assets increased by 7.6% to KRW 98.41 trillion, with liabilities up 9.5% and equity up 6.3% by year-end 2022 Consolidated Financial Position as of Dec 31, 2022 vs 2021 | Metric | Dec 31, 2022 (KRW millions) | Dec 31, 2021 (KRW millions) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 98,406,781 | 91,471,614 | +7.6% | | Total Current Assets | 47,649,466 | 46,621,630 | +2.2% | | Total Non-current Assets | 50,757,315 | 44,849,984 | +13.2% | | Total Liabilities | 40,149,380 | 36,666,671 | +9.5% | | Total Current Liabilities | 23,188,190 | 21,083,623 | +10.0% | | Total Non-current Liabilities | 16,961,190 | 15,583,048 | +8.8% | | Total Equity | 58,257,401 | 54,804,943 | +6.3% | Consolidated Statements of Comprehensive Income Consolidated revenue grew 11.0% to KRW 84.75 trillion in FY2022, while operating profit and net profit significantly declined by 47.5% and 50.5% respectively Consolidated Income Statement for FY2022 vs FY2021 | Metric | 2022 (KRW millions) | 2021 (KRW millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 84,750,204 | 76,332,345 | +11.0% | | Gross Profit | 7,649,292 | 11,881,126 | -35.6% | | Operating Profit | 4,850,053 | 9,238,089 | -47.5% | | Profit Before Income Tax | 4,014,366 | 9,416,073 | -57.4% | | Profit for the year | 3,560,484 | 7,195,890 | -50.5% | | Profit attributable to owners | 3,144,087 | 6,617,239 | -52.5% | | Basic Earnings Per Share (in Won) | 41,456 | 87,330 | -52.5% | Consolidated Statements of Changes in Equity Total consolidated equity increased from KRW 54.80 trillion to KRW 58.26 trillion, driven by KRW 3.14 trillion profit attributable to owners, despite KRW 1.14 trillion in dividends - Total equity increased from KRW 54.80 trillion at the end of 2021 to KRW 58.26 trillion at the end of 20223840 - Key changes in equity during 2022 include a profit of KRW 3.14 trillion attributable to owners, payment of year-end and interim dividends totaling KRW 1.14 trillion, and retirement of treasury stock40 Consolidated Statements of Cash Flows Net cash from operating activities remained strong at KRW 6.15 trillion, leading to a significant increase in cash and cash equivalents to KRW 8.05 trillion by year-end 2022 Consolidated Cash Flows for FY2022 vs FY2021 | Metric | 2022 (KRW millions) | 2021 (KRW millions) | | :--- | :--- | :--- | | Net cash provided by operating activities | 6,145,548 | 6,259,365 | | Net cash used in investing activities | (4,181,425) | (5,583,507) | | Net cash provided by financing activities | 1,322,179 | (768,666) | | Net increase in cash and cash equivalents | 3,277,562 | 20,142 | | Cash and cash equivalents at end of the period | 8,053,282 | 4,775,720 | Separate Financial Statements (FY2022) Separate FY2022 financials show revenue sharply decreased to KRW 8.59 trillion and a net loss of KRW 468 billion, reflecting the holding company transition and steel business spin-off Separate Statements of Financial Position The separate balance sheet reflects a 20.4% decrease in total assets to KRW 51.15 trillion, primarily due to the spin-off of the core steel business Separate Financial Position as of Dec 31, 2022 vs 2021 | Metric | Dec 31, 2022 (KRW millions) | Dec 31, 2021 (KRW millions) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 51,149,119 | 64,242,759 | -20.4% | | Investments in subsidiaries, etc. | 45,187,628 | 16,002,640 | +182.4% | | Total Liabilities | 3,977,256 | 15,207,334 | -73.8% | | Total Equity | 47,171,863 | 49,035,425 | -3.8% | Separate Statements of Comprehensive Income Separate revenue sharply decreased by 78.5% to KRW 8.59 trillion, resulting in a net loss of KRW 468 billion for FY2022 due to the holding company transition Separate Income Statement for FY2022 vs FY2021 | Metric | 2022 (KRW millions) | 2021 (KRW millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 8,589,819 | 39,920,201 | -78.5% | | Operating Profit | 1,674,893 | 6,649,600 | -74.8% | | Profit (Loss) for the year | (467,852) | 5,181,227 | N/A | | Basic Earnings Per Share (in Won) | (6,185) | 68,360 | N/A | Separate Statements of Changes in Equity Separate total equity slightly decreased from KRW 49.04 trillion to KRW 47.17 trillion, primarily due to the net loss of KRW 468 billion and KRW 1.14 trillion in dividend payments - Total equity decreased slightly from KRW 49.04 trillion at the end of 2021 to KRW 47.17 trillion at the end of 202255 - The decrease in equity was primarily driven by a net loss of KRW 468 billion and dividend payments of KRW 1.14 trillion, partially offset by transactions like the disposal and retirement of treasury stock55 Separate Statements of Cash Flows Separate net cash from operating activities turned negative at KRW 730 billion, leading to a net decrease in cash and cash equivalents to KRW 1.42 trillion by year-end 2022 Separate Cash Flows for FY2022 vs FY2021 | Metric | 2022 (KRW millions) | 2021 (KRW millions) | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | (730,240) | 4,780,338 | | Net cash provided by (used in) investing activities | 930,718 | (3,413,276) | | Net cash used in financing activities | (831,469) | (1,149,297) | | Net decrease in cash and cash equivalents | (627,073) | 219,614 | | Cash and cash equivalents at end of the period | 1,415,201 | 2,042,274 |