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Board Composition

(As of March 31, 2025)

Board Composition
Classification Name Gender Appointment Expiration Career Highlights Role
Executive
Director		 Soo Il Lee Male 2025. 1 2028. 3 Current) Vice Chairman and CEO, Hanon Systems
Current) Advisor, Hankook Tire & Technology
Former) Vice Chairman and CEO, Hankook Tire & Technology
Former) Head of Marketing Staff Office/
Corporate Management Staff Office/
Retail Business Headquarters,
Executive Vice President, Hankook Tire
Former) Head of Chinese Headquarters, Executive Vice President, Hankook Tire
Former) Head of American Headquarters, Senior Vice President, Hankook Tire
Former) Head of Marketing Department, Vice President, Hankook Tire 		• Chairperson
Executive
Director		 Jeong Ho Park Male 2025. 1 2028. 3 Current) Executive President, HMG & Asia Pacific Business Group, Hanon Systems
Former) Chief Marketing Officer & Chief Innovation Officer, Executive Vice President, Hankook Tire & Technology
Former) Chief Marketing Officer & G.OE Innovation Headquarters, Executive Vice President, Hankook Tire & Technology
Former) Head of OE Division, Executive Vice President, Hankook Tire & Technology
Former) Senior Vice President, AtlasBX
Former) Head of Asia-Pacific and Central Asia Division, Senior Vice President, Hankook Tire & Technology
Former) Head of Global SCM, Executive Director, Hanon Systems 		• Chairperson of Independent Director Candidate Recommendation Committee
Non-Executive
Director		 Jong Ho Park Male 2025. 1 2028. 3 Current) Non-executive Director, Hanon Systems
Current) CEO and Executive President, ES Business Headquarters, Hankook & Company
Former) Non-executive Director, Hankook & Company
Former) Inside Director, Hankook Tire & Technology
Former) Head of Management Support Division, Executive President, Hankook Tire & Technology
Former) Head of Management Support Division, Executive Vice President, Hankook Tire & Technology
Former) Head of Corporate Management & Finance Staff Office, Executive Vice President, Hankook Tire & Technology
Former) Head of Corporate Management Staff Office, Executive Vice President, Hanon Systems 		• Member of Independent Director Candidate Recommendation Committee
• Member of ESG Committee
Independent
Director		 Bo Hee Hur Female 2023. 3 2028. 3 Current) Auditor, Quad Investment Management
Current) Partner Coach, Coaching Management Institute
Former) Outside director, Kyobo AXA Investment Managers
Former) Financial advisor, Sheppard Mullin 		•Chairperson of Internal Transaction Committee
• Member of Audit Committee
• Member of Independent Director Candidate Recommendation Committee
• Member of ESG Committee
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
• Member of ESG Committee
• Member of Internal Transaction Committee
Independent
Director		 Sok Chul Hong Male 2025. 3 2028. 3 Current) Professor, Department of Economics, Seoul National University
Former) Standing Member, Presidential Committee on Aging Society and Population Policy
Former) Member, Key Industry Stabilization Fund, Korea Development Bank
Former) CEO, Wellxecon
Former) Outside Director, Heungkuk Asset Management
Former) Assistant/Associate Professor, Department of Economics, Sogang University 		•Member of Audit Committee
• Member of Independent Director Candidate Recommendation Committee
• Member of ESG Committee
• Member of Internal Transaction Committee
Independent
Director		 Hye Kyung Kim Female 2025. 3 2028. 3 Current) Director, Cheonggye Foundation
Current) Chairperson, Global Civic Sharing
Current) Director, Korean Association of Non-profit Organization Research
Current) Invited professor, Graduate School of International Studies, Ewha Womans University
Former) Director, Posco TJ Park Foundation
Former) Advisor, Miral Welfare Foundation
Former) Member, International Development Cooperation Committee 		•Chairperson of ESG Committee
•Member of Audit Committee
• Member of Independent Director Candidate Recommendation Committee
• Member of Internal Transaction Committee


Committee Composition

(As of March 31, 2025)

Committee Composition
Classification Composition Member Objectives
Audit Committee 4 Independent Directors Chan Seok Park
(Chairperson, Financial Expert)
Sok Chul Hong (Financial Expert)
Bo Hee Hur
Hye Kyung Kim 		Audits and oversees accounting, overall business, and the execution of directors’ duties
Independent Director
Candidate Recommendation
Committee		 4 Independent Directors
1 Executive Director
1 Non-Executive Director 		Jeong Ho Park (Chairperson)
Chan Seok Park
Bo Hee Hur
Sok Chul Hong
Hye Kyung Kim
Jong Ho Park 		Recommends candidates for independent directors and approves matters deemed necessary
ESG Committee 4 Independent Directors
1 Non-Executive Director 		Hye Kyung Kim (Chairperson)
Chan Seok Park
Bo Hee Hur
Sok Chul Hong
Jong Ho Park 		Reviews and approves matters related to ESG strategies, action plans, and mid- and long-term goals
Internal Transaction Committee 4 Independent Directors
 Bo Hee Hur (Chairperson)
Chan Seok Park
Sok Chul Hong
Hye Kyung Kim 		Review and approval of the company's internal transactions
Management Committee 2 Executive Directors
1 Non-Executive Director 		Soo Il Lee (Chairperson)
Jeong Ho Park
Jong Ho Park 		Strategic decision-making related to general management,
financial operations, and risk management

Number of Shares

(As of January 3, 2025)

Number of Shares
Type Authorized Shares Issued Shares
Ordinary Shares 1,000,000,000 Shares 678,762,552 Shares



Shareholding Structure

(As of January 3, 2025)

Shareholding Structure
Name Number of Shares Ratio
Hankook Tire & Technology Co., Ltd. 371,767,552 Shares 54.77 %
Hahn & Co. Auto Holdings Co., Ltd. 146,795,000 Shares 21.63 %
National Pension Service 29,829,079 Shares 4.39 %
Others 130,370,921 Shares 19.21 %
Total 678,762,552 Shares 100.00 %
※ The number of shares of National Pension Service is as of December 31, 2024, which was the record date for the annual general meeting of shareholders held on March 31, 2025.
※ 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
2024 - - - - -
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%
※ The company decided not to pay dividends for the 2024 settlement, considering its business performance and operating cash flow.



Shareholders Meeting

The 39th Annual General Meeting of Shareholders (Business Year 2024)

Date :
March 31, 2025
Voting rights in attendance :
573,180,722 shares (attendance rate: 84.5%)
Attendance rate excluding major shareholders and related parties :
44.7%
Shareholders Meeting
No. Classification of resolution Agenda Result For / Against or Abstain
Item 1 Ordinary Approval of the 39th Financial Statements (From January 1st 2024 to December 31st 2024) Approved 99.6% / 0.4%
Item 2 Special Amendments to the Articles of Incorporation
Item 2-1 Implementation of the Electronic Securities System Approved 100.0% / 0.0%
Item 2-2 Revision of Articles related to Dividend Approved 100.0% / 0.0%
Item 2-3 Improvement of Governance Approved 94.8% / 5.2%
Item 2-4 Revision of Articles related to Audit Committee Approved 100.0% / 0.0%
Item 2-5 Addendum Approved 100.0% / 0.0%
Item 3 Ordinary Appointment of Outside Directors
Item 3-1 Appointment of Outside Director (Sok Chul Hong) Approved 100.0% / 0.0%
Item 3-2 Appointment of Outside Director (Hye Kyung Kim) Approved 100.0% / 0.0%
Item 4 Ordinary Appointment of Outside Director to Become an Audit Committee Member (Bo Hee Hur) Approved 99.5% / 0.5%
Item 5 Ordinary Appointment of Audit Committee Member
Item 5-1 Appointment of Audit Committee Member (Sok Chul Hong) Approved 99.8% / 0.2%
Item 5-2 Appointment of Audit Committee Member (Hye Kyung Kim) Approved 99.8% / 0.2%
Item 6 Ordinary Approval of 2025 Total Remuneration Limit for Directors Approved 100.0% / 0.0%
※ The result by agenda is based on the number of voting rights in attendance.

Extraordinary General Meeting of Shareholders

Date :
January 3, 2025
Voting rights in attendance:
411,798,462 shares (attendance rate: 77.2%)
Attendance rate excluding major shareholders and related parties:
26.7%
Shareholders Meeting
No. Classification of resolution Agenda Result For / Against or Abstain
Item 1 Special Amendments to the Articles of Incorporation Approved 92.6% / 7.4%
Item 2 Ordinary Appointment of directors
Item 2-1 Appointment of executive director (Soo Il Lee) Approved 91.9% / 8.1%
Item 2-2 Appointment of executive director (Jeong Ho Park) Approved 99.9% / 0.1%
Item 2-3 Appointment of non-executive director (Jong Ho Park) Approved 91.6% / 8.4%
※ The result by agenda is based on the number of voting rights in attendance.

The 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.

The 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.


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 : IR team, 9F Technoplex, 286 Pangyo-ro, Bundang-gu, Seongnam-si, Korea

     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
2024 Samjeong KPMG Unqualified None
2023 Samjeong KPMG Unqualified None
2022 Samil PWC Unqualified None
2021 Samil PWC Unqualified None
2020 Samil PWC Unqualified Impact of COVID-19


ESG Ratings by KCGS

ESG Ratings by KCGS
Classification 2020 2021 2022 2023 2024
Integrated B B+ B B+ B+
Environmental B B+ B+ B+ A
Social B B+ A A+ A+
Governance B+ B+ C B B


ESG Ratings by Global Agencies

ESG Ratings by Global Agencies
Agency 2020 2021 2022 2023 2024
S&P Global 36 42 58 59 62
MSCI BBB BB BBB BBB BBB
EcoVadis 48 - 57 - 63
Sustainalytics Medium (24.8) Medium (23.5) Low (16.5) Negligible (9.8) Low Risk (12.0)


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)