SEC Form 6-K filed by POSCO HOLDINGS INC.

SEC Form 6-K filed by POSCO HOLDINGS INC.

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6-K 1 d861549d6k.htm FORM 6-K Form 6-K

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.

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Date	Rating	Analyst
8/1/2023	Equal-Weight → Underweight	Morgan Stanley
7/26/2023	Buy → Neutral	UBS
7/24/2023	Buy → Neutral	Citigroup
4/13/2023	Neutral → Underweight	JP Morgan
10/24/2022	Overweight → Neutral	JP Morgan
10/12/2021	Neutral → Sell	UBS

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