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PROFITABLE GROWTH THROUGH EXECUTION EXCELLENCE

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Board Composition

(End of March, 2024)

Board Composition
Classification Name Gender Appointment Expiration Career Highlights Role
Non-Executive
Director		 Yeo-eul Yoon Male 2015. 6 2025. 3 Current) Chairperson, Hahn & Company
Former) President and CEO, Sony Group Korea		 • Chairperson
• Member of ESG Committee
Non-Executive
Director		 Min Kyu Bae Male 2018. 3 2025. 3 Current) Chief Investment Officer, Hahn & Company
Former) Investor of Morgan Stanley Asia PE
Non-Executive
Director		 Dong Chun Lee Male 2024. 3 2025. 3 Current) Vice President, Hahn & Company
Former) Vice President of Device Division, Sony Group Korea		 • Member of Independent Director Candidate Recommendation Committee
Non-Executive
Director		 Jung Ho Seo Male 2022. 3 2025. 3 Current) Head of Future Strategy, Vice President, Hankook & Company
Former) COO and Executive Director, Solus Advanced Materials
Independent
Director		 Moo Sang Kim Male 2021. 3 2025. 3 Current) Chairperson, Kumsung Publishing
Current) Director, Korean Authorized and Approved Textbook Association
Current) Chairperson, Kumsung Cultural Foundation		 • Member of Independent Director Candidate Recommendation Committee
• Member of ESG Committee
Independent
Director		 Koo Kim Male 2022. 3 2025. 3 Current) Chairperson of SUPER PAC, Secretary-general of UN ECOSOC NGO, Foundation director, International Law Enforcement Federation (ILEF)
Current) Special Professor, Jeonbuk National University
Former) Advisory Member, New York Korean Business Association (NYKBI)
Former) Expert Member, Korea Institute of Industrial Technology (KITECH) 		• Chairperson of Independent Director Candidate Recommendation Committee
• Member of Audit Committee
Independent
Director		 Sung Joon Paik Male 2019. 3 2025. 3 Current) Visiting Professor, Korea Development Institute (KDI) Graduate School of International Policy
Former) Senior Researcher, Korea Research Institute for Vocational Education & Training (KRIVET) 		• Chairperson of ESG Committee
• Member of Audit Committee
Independent
Director		 Bo Hee Huh Female 2023. 3 2025. 3 Current) Auditor, Quad Investment Management
Current) Partner Coach, Coaching Management Institute
Former) Independent director, Kyobo AXA Investment Managers
Former) Financial advisor, Sheppard Mullin
Independent
Director		 Chan Seok Park Male 2024. 3 2026. 3 Current) Outside Director, Doosan Fuel Cell
Current) Certified Public Accountant, Ilshin CPA
Former) Advisor, Samsung Life Insurance
Former) The First Deputy Secretary-General, The Board of Audit and Inspection of Korea (BAI)
Former) Certified Public Accountant, Samil PWC 		• Chairperson of Audit Committee
• Member of Independent Director Candidate Recommendation Committee


Committee Composition

(End of March, 2024)

Committee Composition
Classification Composition Member Objectives
Audit Committee 3 Independent Directors Chan Seok Park
(Chairperson, Financial Expert)
Koo Kim
Sung Joon Paik		 Audits and oversees accounting, overall business, and the execution of directors’ duties
Independent
Director
Candidate
Recommendation
Committee		 3 Independent Directors
1 Non-Executive Director		 Koo Kim (Chairperson)
Moo Sang Kim
Chan Seok Park
Dong Chun Lee		 Recommends candidates for independent directors and approves matters deemed necessary
ESG Committee 2 Independent Directors
1 Non-Executive Director		 Sung Joon Paik (Chairperson)
Yeo-eul Yoon
Moo Sang Kim		 Reviews and approves matters related to ESG strategies, action plans, and mid- and long-term goals

Number of Shares

(end of 2023)

Number of Shares
Type Authorized Shares Issued Shares
Ordinary Shares 1,000,000,000 Shares 533,800,000 Shares



Shareholding Structure

(end of 2023)

Shareholding Structure
Name Number of Shares Ratio
Hahn & Co. Auto Holdings Co., Ltd 269,569,000 Shares 50.50 %
Hankook Tire & Technology Co., Ltd. 104,031,000 Shares 19.49 %
National Pension Service 26,517,919 Shares 4.97 %
Others 133,682,081 Shares 25.04 %
Total 533,800,000 Shares 100.00 %
※ Hanon Systems currently holds 131,570 of treasury shares, representing 0.02%.


Dividend

Dividend
Business Year Type Total Dividend Dividend per Share Dividend Yield Payout Ratio
2023 Cash 168,639,223,880 Won 316 Won 4.4% 330.8%
2022 Cash 192,120,634,800 Won 360 Won 4.3% 940.0%
2021 Cash 192,120,634,800 Won 360 Won 2.6% 62.3%
2020 Cash 170,780,689,304 Won 320 Won 2.0% 154.7%
2019 Cash 170,816,000,000 Won 320 Won 2.8% 53.6%



Shareholders Meeting

38th Annual General Meeting of Shareholders (Business Year 2023)

Date :
March 28, 2024
Voting rights in attendance :
463,172,728 shares (attendance rate: 86.8%)
Attendance rate excluding major shareholders and related parties :
36.3%
Shareholders Meeting
No. Classification of resolution Agenda Result For / Against or Abstain
Item 1 Ordinary Approve financial statements and allocation of Income
(From January 1st 2023 to December 31st 2023)		 Approved 99.1% / 0.9%
Item 2 Ordinary Appoint directors (Three non-executive directors, three independent directors) Approved 93.8% / 6.2%
Item 3 Ordinary Appoint an audit committee member Approved 94.4% / 5.6%
Item 4 Ordinary Approve 2024 total remuneration limit for directors Approved 100.0% / 0.0%
※ The result by agenda is based on the number of voting rights in attendance.

37th Annual General Meeting of Shareholders (Business Year 2022)

Date :
March 29, 2023
Voting rights in attendance :
476,222,810 shares (attendance rate: 89.2%)
Attendance rate excluding major shareholders and related parties :
38.7%
Shareholders Meeting
No. Classification of resolution Agenda Result For / Against or Abstain
Item 1 Ordinary Approve financial statements and allocation of Income
(From January 1st 2022 to December 31st 2022)		 Approved 98.0% / 2.0%
Item 2 Ordinary Appoint directors (Three independent directors) Approved 79.3% / 20.7%
Item 3 Ordinary Appoint an audit committee member Approved 94.7% / 5.3%
Item 4 Ordinary Approve 2023 total remuneration limit for directors Approved 100.0% / 0.0%
※ The result by agenda is based on the number of voting rights in attendance.

36th Annual General Meeting of Shareholders (Business Year 2021)

Date :
March 29, 2022
Voting rights in attendance :
479,817,753 shares (attendance rate: 89.9%)
Attendance rate excluding the largest shareholder and related parties :
39.4%
Shareholders Meeting
No. Classification of resolution Agenda Result For / Against or Abstain
Item 1 Ordinary Approve financial statements and allocation of Income
(From January 1st 2021 to December 31st 2021)		 Approved 97.6% / 2.4%
Item 2 Ordinary Appoint directors
(Two non-executive directors, two independent directors)		 Approved 87.6% / 12.4%
Item 3 Ordinary Appoint an audit committee member Approved 95.5% / 4.5%
Item 4 Ordinary Appoint a director to become an audit committee member
(One audit committee member/independent director)		 Approved 61.5% / 38.5%
Item 5 Ordinary Approve the total remuneration limit for directors in 2022 Approved 99.8% / 0.2%
※ The result by agenda is based on the number of voting rights in attendance.


Shareholder Proposals

Notice for Submission of Shareholder Proposals

Shareholders have a right to submit Shareholder Proposals to raise certain matters to be placed on the agenda and put to a vote at the next available Annual General Meeting. (Commercial Act Article 363-2)

Shareholders’ proposals may be submitted by shareholders who hold no less than a certain percentage of the total issued and outstanding shares and may also be submitted by multiple shareholders that jointly satisfy the holding requirements. (Commercial Act Article 363-2 (1), Article 542-6 (2), (8))

Submission Methods
  • 1) Submission deadline : Six weeks prior to the date of the year corresponding to the date of the Annual General Meeting of the preceding year

  • 2) Method : In writing or by electronic document

     Address : 10th FL., Ferrum Tower, 19, Eulji-ro 5 gil, Jung-gu, Seoul, Korea, IR team

     Email : ir@hanonsystems.com

  • 3) Qualifications : Shareholders who have held no less than 0.5 percent of the total issued and outstanding shares with voting rights for over six months.
    The qualification criteria above (having held for over six months) will be determined by counting back six months from the date before
    the submission of the proposal (via writing or by electronic document)Documents for submission: Actual Shareholder Certificate issued by
    the Korea Securities Depository and Statement of Transactions (to validate holding period)

* Precautions : Under the Commercial Law, Hanon Systems reserves the right to reject a Shareholder Proposal in case the proposal falls under any criteria
for rejection. (Article 12 of the Enforcement Decree of the Commercial Act)

Criteria for Rejection of Shareholder Proposals : - Where a proposal is presented again within three years from the date on which a proposal with the same content was rejected for having received   approval of less than 10% of the votes at the Annual General Meeting.
- Where the proposal concerns a shareholder's personal grievance.
- Where the proposal concerns a matter that involves a right of minority shareholders obligated to hold shares in excess of a certain ratio to exercise   shareholders' rights.
- Where the proposal concerns a matter that involves the removal of an incumbent executive officer.
- Where the proposal concerns a matter that the company is unable to materialize, is based on an evidently false ground, or defames a particular person.


Independent Auditor and Opinion

Independent Auditor and Opinion
Business Year Independent Auditor Audit Opinion Emphasis of Matter
2023 Samjeong KPMG Unqualified None
2022 Samil PWC Unqualified None
2021 Samil PWC Unqualified None
2020 Samil PWC Unqualified Impact of COVID-19
2019 Samil PWC Unqualified None


ESG Ratings by KCGS

ESG Ratings by KCGS
Classification 2019 2020 2021 2022 2023
Integrated B+ B B+ B B+
Environmental B+ B B+ B+ B+
Social B+ B B+ A A+
Governance B+ B+ B+ C B


ESG Ratings by Global Agencies

ESG Ratings by Global Agencies
Agency 2019 2020 2021 2022 2023
S&P Global 26 36 42 58 59
MSCI BB BBB BB BBB BBB
EcoVadis 51 48 57 - 63
Sustainalytics Medium (24.0) Medium (24.8) Medium (23.5) Low (16.5) Negligible (9.8)


ESG Rating Scales

ESG Rating Scales
Agency Rating Scale (Good - Bad)
KCGS S (Excellent), A+ (Highly outstanding), A (Outstanding), B+ (Good), B (Average), C (Vulnerable), D (Highly vulnerable)
S&P Global 100 – 0
MSCI Leader (AAA, AA), Average (A, BBB, BB), Laggard (B, CCC)
EcoVadis 100 – 0
Sustainalytics Negligible risk (0-10), Low risk (10-20), Medium risk (20-30), High risk (30-40), Severe risk (40+)

_RegulationsAndpolicies
Title Download
Human Rights Charter
Download PDF (536 KB)
Ethics Charter & Policies
Download PDF (206 KB)
Code of Basic Working Conditions
Download PDF (114 KB)
Supplier Code of Business Conduct
Download PDF (1.23 MB)
Corporate Repsonsibility Policy
Download PDF (438 KB)
Tax Policy
Download PDF (111 KB)
Board Diversity Guidelines
Download PDF (100 KB)
Independent Statement of Outside Directors
Download PDF (101 KB)