HYOSUNG TNC

Hyosung TNC's board of directors consists of 6 directors, including 3 internal directors and 3outside directors. The Chairman of the Board was appointed from among the directors at board meeting held on March 16th, 2024. Hyosung TNC follows a nomination process for directors that excludes restrictions based on gender, religion, and academic background, etc. Director candidates are recommended by the board of directors (internal directors) and the committee for the recommendation of outside director candidates (outside directors). They are then appointed at the shareholders’ meeting through a fair process. In addition, in the case of shareholder proposals related to the appointment of directors in accordance with relevant regulations, the board of directors may submit them to the shareholders meeting within the legal limits.

• Pursuant to Article 363-2 of the Commercial Law, the company's shareholders may propose a specific matters as the purpose of the shareholders’ meeting by submitting written or electronic documents six weeks prior to the shareholders’ meeting date (for a regular shareholders meetings, the corresponding date of the previous year's regular shareholders meeting). Shareholders may also request the inclusion of additional matters to be added to the agenda based on the proposal submitted by the shareholders for that year's shareholders meeting in the notice of the shareholders meeting and the notice of convocation of the shareholders meeting.

• Shareholders with a certain percentage of ownership may make shareholder’s proposals.

  ※ Shareholder Proposal Rights Holder: Shareholders holding shares representing 3% or more of the total issued shares, excluding shares without voting rights.

• In the event of a shareholder’s proposal, the company reports it to the board of directors. The board of directors must include the content of the shareholder’s proposal on the agenda of the shareholder’s meeting, except in cases where the content of the shareholder’s proposal violates laws or the articles of incorporation and cases specified in Article 12 of the Enforcement Decree of the Commercial Law.

  1. If a proposal identical to the proposal that was rejected at the shareholders meeting and received less than 10% approval of the voting rights is submitted again within three years from the date of rejection.
  2. In cases related to individual shareholder grievances, especially if they concern:
  3. Matters related to the minority shareholder rights, where a shareholder must hold a certain percentage of shares to exercise their rights.
  4. Matters related to the dismissal of officers during their term of office.
  5. Matters that the company cannot realistically implement or proposals that are evidently false or damaging to an individual's reputation.

• When a shareholder proposal is made, the shareholder making the proposal should be given an opportunity to explain the proposal at the shareholders meeting.

• Other matters are governed by the Commercial Law or other relevant laws and regulations.

In an ever-changing business environment, the need for the timely and appropriate strategic judgment of the Board of Directors is more important than ever to ensure the viability of the business. The expertise of each director is crucial for this purpose. At Hyosung TNC, a leading expert within the organization oversees the business and serves on the Board of Directors, serving as the CEO, responsible for achieving responsible management. The external directors, experts in fields such as finance, law, technology, and the public sector, bring different perspectives to the Board of Directors. They objectively supervise and provide advice on management matters.

Internal support organizations within the company assist external directors in carrying out their specialized responsibilities within the Board of Directors and its subcommittees. To ensure that agenda items are thoroughly reviewed before the Board of Directors and subcommittee meetings, Hyosung TNC provides advance materials and conducts visits and explanations when necessary. The company also regularly updates stakeholders on key internal matters. Furthermore, to enhance understanding of the company's business activities, the Board of Directors conducts periodic visits to both domestic and international business sites and receives status reports.