Corporate Governance

Shareholders

General Meeting of Shareholders

Hanmi Pharmaceutical makes various efforts to enhance the convenience of shareholders' attendance at General Meetings of Shareholders and to guarantee the exercise of their voting rights. To strengthen shareholders' rights and facilitate the exercise of voting rights, we introduced and have been operating an electronic voting system at the General Meeting of Shareholders on December 12, 2019. Additionally, notices of convocation, including the agenda for the General Meeting of Shareholders, are sent to shareholders holding 1% or more of the shares within the timeframe specified in our Articles of Incorporation and disclosed through the Korea Exchange's electronic disclosure system, etc. Furthermore, to increase shareholder participation, we strive to hold the General Meeting of Shareholders outside of peak dates.

Information Disclosure and Shareholder Communication

To facilitate smooth communication with shareholders, Hanmi Pharmaceutical conducts fair disclosures of its operating (provisional) performance after the end of each quarter, as well as regular corporate presentations. Furthermore, content related to performance announcements is provided through the company's website and the electronic disclosure system, and an English website is operated for foreign shareholders to enhance the information access of foreign investors. In addition, through ongoing IR activities such as corporate presentation conferences hosted by domestic and international securities firms, domestic and international NDRs (Non-Deal Roadshows), conference calls, and Face-to-Face investor meetings, various domestic and international investors are met, and if necessary, top management directly meets with investors, conducting proactive IR activities. Furthermore, in December 2025, Hanmi Vision Day was held to present a new vision for mid-to-long-term future growth targets, research and development (R&D), and measures to enhance shareholder value.

Hanmi Vision Day

2025.12.04 Hanmi Vision Day

Board of Directors

Hanmi Pharmaceutical's Board of Directors, as the supreme standing decision-making body, resolves matters stipulated by laws or Articles of Incorpation, matters delegated by the general meeting of shareholders, fundamental policies of company management, and important matters regarding the execution of duties, and supervises the performance of duties by directors. To ensure effective execution of the Board's duties, the Board Regulations (Article 13) allow directors to request the submission, investigation, and explanation of relevant materials if there is a concern that their performance of duties might violate laws or articles of association. Furthermore, Board Regulations (Article 10) stipulate that directors with a special interest in a resolution cannot exercise their voting rights. Hanmi Pharmaceutical's Board of Directors is divided into regular board meetings held quarterly and extraordinary board meetings held as needed when matters requiring a Board resolution arise. Hanmi Pharmaceutical through the General Meeting of Shareholders on March 31, 2026, changed some of its articles of association pursuant to Article 433 of the Commercial Act, thereby changing the title of outside director to independent director. Hanmi Pharmaceutical's Board of Directors as of April 30, 2026, consists of a total of 10 members (4 inside directors, 2 non-executive directors, and 4 independent directors). To prevent conflicts of interest and ensure efficient operation reflecting the characteristics of the pharmaceutical industry, the Chairman of the Board is appointed by a resolution of the Board. Currently, Independent Director Lee Young-gu has been appointed as the Chairperson of the Board through a Board resolution. The specific roles of the Board of Directors are defined in Chapter 5 of the Articles of Association and the Board Regulations.

Board Composition Based on Expertise/Diversity

Hanmi Pharmaceutical's independent directors are comprised of experts in the pharmaceutical industry and individuals with rich experience and expertise in accounting, to reflect the characteristics of the pharmaceutical industry and support R&D management. Furthermore, the company has secured diversity by appointing one female director (one inside director) to the board.

Board Expertise and Diversity Composition Table (Board Skill Matrix)

Hanmi Pharmaceutical Board of Directors Appointment and Compensation

Hanmi Pharmaceutical's directors are appointed transparently and fairly, based on their ability to contribute to the company's development. Director candidates who have no transaction history with Hanmi Pharmaceutical for the past three years, and whose abilities are recognized and recommended by the Board of Directors, are appointed as directors after approval by the ordinary general meeting of shareholders. Prior to the general meeting of shareholders, details regarding the director candidates' recommenders, relationships with major shareholders, and transactions with the company are disclosed through the electronic disclosure system. Furthermore, directors' compensation is paid within the limits approved by the general meeting of shareholders, in accordance with the Commercial Act and Hanmi Pharmaceutical's Articles of Incorporation. The compensation limit approved at the 2025 general meeting of shareholders is KRW 5 billion, and the total actual compensation paid is KRW 2.298 billion. When evaluating independent directors, attendance rates at board and committee meetings, independence, and expertise are comprehensively considered, and management is evaluated once a year comprehensively on performance such as business operations, achievements, and management innovation.

Independent Director Support Organization

Key Board of Directors Resolutions for 2025

Audit Committee

Hanmi Pharmaceutical's Audit Committee is an auditing body designed to supervise and support the management in maximizing corporate value through checks and balances, and all its members are independent directors. The Audit Committee operates according to its regulations, holding quarterly regular Audit Committee meetings and ad-hoc meetings when necessary. In 2025, a total of four Audit Committee meetings were held, discussing not only agenda items related to Hanmi Pharmaceutical's financial statements and the operational status of internal accounting controls, but also matters related to management risks that could significantly impact Hanmi Pharmaceutical's business activities.

2025 Audit Committee Training Status

Audit Committee Support Organization

2025 Key Resolutions of the Audit Committee

Future Plans

In the future, to improve advanced governance and enhance corporate value, Hanmi Pharmaceutical, as part of strengthening expertise within the Board of Directors, will establish and operate an ESG Committee within the Board and an Independent Director Candidate Recommendation Committee to secure the independence and transparency of the Board of Directors. Furthermore, the company plans to improve the decision-making structure for board-centric management from a mid-to-long-term perspective.

Shareholder Rights Protection through Shareholder-Friendly Policies

Hanmi Pharmaceutical is strengthening shareholder rights by continuously expanding its shareholder-friendly policies. Furthermore, it transparently discloses its corporate governance report annually. Additionally, Hanmi Pharmaceutical amended the method for shareholders to exercise their voting rights by proxy to include electronic documents, in addition to written forms, through the General Meeting of Shareholders on March 31, 2026. Moving forward, Hanmi Pharmaceutical will strive to strengthen its shareholder-friendly policies.

Shareholder Composition

Executive Stock Holdings

As of December 2025, a total of 3 executives (Board of Directors) hold the company's shares.

Shareholder Returns

Based on continuous growth and solid financial performance, Hanmi Pharmaceutical increased its 2025 year-end dividend to KRW 2,000 per share, aiming to provide higher shareholder value. This reflects the company's strong commitment to sustainable profit generation and shareholder return policies. Moving forward, Hanmi Pharmaceutical will continue to do its best to provide high value to its shareholders through measures such as increasing dividends per share and canceling treasury shares.

Cash Dividend Status

Long-term Plans for Stock Acquisition, Disposal and Retirement

Considering the enhancement of shareholder value and linkage with employee performance compensation policies, Hanmi Pharmaceutical plans to utilize 70% of its treasury shares for retirement and 30% for employee stock compensation.