Shinhan Financial : SFG Convocation Notice of the 23rd AGM

FY2023

Shinhan Financial Group

Convocation Notice of

the 23rd Annual General

Meeting of Shareholders

A Message to Shareholders

Dear Shareholders,

First of all, I would like to express my sincere gratitude for your continued interest and support of Shinhan Financial Group, and I wish you a happy and prosperous year.

Last year, Shinhan Financial Group achieved solid financial performance and faithfully fulfilled its shareholder return policy.

In 2023, while we rebounded from the COVID-19 pandemic, external macroeconomic uncertainties persisted due to factors like global inflation, supply chain disruption from geopolitical conflicts, and global economic desynchronization. Despite facing these challenges, Shinhan Financial Group achieved solid growth in operating income and posted a net income of KRW 4.4 trillion, while maintaining its conservative provisioning and financing for shared growth to fulfill its social responsibility. This allowed us to continue the regular quarterly dividend payment that commenced in 2021 and further increase the dividend per share. We also implemented share buybacks and cancellations amounting to KRW 485.9 billion, resulting in higher total returns to shareholders. Shinhan Financial Group will continue striving to create greater value for its shareholders in 2024.

This year, Shinhan will move forward by breaking through and challenging the status quo to become more customer- centered than ever, and pursue "Excellence, Shinhan" .

In today's increasingly complex business environment characterized by the ever-evolving market trends, technological advancements, and changes in financial consumer behavior, Shinhan's management and Board recognize the need for greater agility and proficiency. As a result, we have decided to become a "Excellence, Shinhan" that our customer can trust for our innovative approaches and ability to overcome new challenges. The key to achieving sustainable growth amidst uncertainties is to prioritize customers in all decision-making processes and earn their trust and recognition as well as that of the society. Guided by this firm belief, we will continue to pursue "customer-centric" management.

The key to "Excellence, Shinhan" is customer protection.

In July 2023, we carried out an organizational reform to establish the Customer Protection Division at the holding company-level, which is responsible for policy development and implementation while monitoring related issues to build Group-wide capacity and synergies. In January this year, the division was further upgraded to encompass the compliance and internal control functions. We have also established a Group-wide customer protection governance system, including the Group Customer Protection Committee, that brings together 10 different subsidiaries and fosters dialogue across the Group, including management and employees at all levels. Presently, over 300 dedicated employees are actively collaborating to develop a proactive customer protection system throughout the Group.

To strengthen internal control and prevent financial incidents, we are accelerating the adoption of responsibility maps.

To prevent financial incidents such as incomplete sales, that may impact the rights and interests of our customers, we are in the process of developing a responsibility map that clarifies the responsibilities of the management and the Board in all aspects of business activities and processes. Shinhan Bank completed the development of the responsibility map in January 2023, and is currently working on the implementation structure. The Group's major subsidiaries will also complete the adoption of their own responsibility maps this year, while other subsidiaries will review and develop theirs to strengthen customer protection and internal control. The holding company will also develop its own responsibility map to ensure the Group-wide supervisory functions and those of the subsidiaries operate in harmony.

We are also committed to strengthening the expertise and diversity of the Board.

At this year's Annual General Meeting of Shareholders, we will propose the re-election of 7 independent directors, KWAK Su Keun, KIM Jo Seol, BAE Hoon, YOON Jaewon, LEE Yong Guk, JIN Hyun-duk, CHOI Jae Boong, and the appointment of two new independent directors, SONG Seongjoo, an expert in the field of financial statistics, and CHOI Young-Gwon, an expert in the field of capital market. All candidates are expected to play a key role in consolidating Shinhan Financial Group's position as Korea's leading financial group in both financial and non-financial aspects. The representation of women on Shinhan Financial Group's Board of Directors has shown a consistent upward trend. Starting with one member (7.1%) at the close of 2021, the number increased to two individuals (14.3%) by the end of 2022. Following this year's Annual General Meeting of Shareholders, pending approval, three female members (27.3%) will hold positions on the board. We remain committed to enhancing expertise and diversity within its board of directors and seeks the active support of shareholders in this endeavor.

Shareholders are cordially invited to attend the Annual General Meeting of Shareholders on March 26.

The Annual General Meeting of Shareholders of Shinhan Financial Group will be held on Tuesday, March 26, 2024. The official notice of the meeting, including details of the agenda to be discussed, is enclosed in the following pages. We trust that you will find the information informative and helpful in exercising your voting rights. We are sincerely thankful for your steadfast support, and we will continue striving to surpass your expectations by fostering sustainable growth.

Thank you.

March 2024 On behalf of the Board of Directors of Shinhan Financial Group

CEO, Shinhan Financial Group

JIN Okdong

Convocation Notice of the 23rd Annual

General Meeting of Shareholders

Notice is hereby given that the 23rd Annual General

Meeting of Shareholders of Shinhan Financial Group will be held as described hereunder and your attendance is cordially requested.

Date and Time

March 26, 2024 10 A.M.

Korea Standard Time (UTC+9)

Place

Auditorium, 20th floor, Shinhan Bank,

20, Sejong-daero9-gil,Jung-gu, Seoul 04513, Korea

Table of Contents

I. Proxy Summary

IV. Election of Audit Committee Members

(Agenda 3)

Election of an Independent Director who will serve as an Audit

Committee Member

(Agenda 4)

Election of Audit Committee Members (2 Members)

1. Overview	58
2. Audit Committee Member Nominees	59
3. Main Activities of Audit Committee	61

II. Financial Performance			V. Director Remuneration
(Agenda 1)			(Agenda 5)
Approval of Financial Statements and Annual Dividends			Approval of the Director Remuneration Limit
1. Overview	08	1. Overview	64
2. Director Remuneration	65
2. Business Results of FY2023	09	3. Executive Evaluation	67
3. Shareholder Return	11	4. Independent Director Remuneration	71

III. Election of Directors

(Agenda 2)

Election of Directors (8 Independent Directors)

1. Overview	15
2. Director Nominees	16
3. Matters Related to the BOD	30
(1) Board Composition and Governance	32
(2) Board Nomination and Evaluation Process	36
(3) BOD Performance Highlights for FY2023	39

VI. Additional Information

1. Information about the AGM Voting and Resolution	79
2. Matters related to the former CEO's Legal Case	80
3. Voting Results of Past AGMs	82
4. BOD and Sub-Committee Meeting Attendance Rate	85
in 2023
5. BOD Meetings in 2023	86
6. BOD Sub-Committee Meetings in 2023	92
7. Executive Stock Ownership	104
8. NYSE-Listed Company Incentive Compensation	105
Clawback Policy

I.

Proxy Summary

Proxy	Financial	Election of	Election of Audit	Director	Additional
Summary	Performance	Directors	Committee Members	Remuneration	Information

Proxy Summary

The following summarizes the agenda to be voted on at the 23rd Annual General Meeting of Shareholders. Your vote is important to us. Please review the entire convocation notice carefully before voting.

The Board of Directors recommends you vote IN FAVOR of all the proposed agenda items.

Agenda to be voted on

	Item No.	Agenda Item	Page
Agenda 1				Approval of Financial Statements and Annual Dividends for FY2023	08
			(Jan 1, 2023 - Dec 31, 2023)
				Election of Directors (8 Independent Directors)	18
			Agenda 2-1	Re-election of Ms. KIM Jo Seol as an Independent Director	20
			Agenda 2-2	Re-election of Mr. BAE Hoon as an Independent Director	21
			Agenda 2-3	Re-election of Ms. YOON Jaewon as an Independent Director	22
Agenda 2
		Agenda 2-4	Re-election of Mr. LEE Yong Guk as an Independent Director	24
			Agenda 2-5	Re-election of Mr. JIN Hyun-duk as an Independent Director	26
			Agenda 2-6	Re-election of Mr. CHOI Jae Boong as an Independent Director	28
			Agenda 2-7	Election of Ms. SONG Seongjoo as an Independent Director	30
			Agenda 2-8	Election of Mr. CHOI Young-Gwon as an Independent Director	32
				Election of Directors (2 Directors)
Agenda 3			Agenda 3-1	Election of an Independent Director who will serve as an Audit Committee Member
			Agenda 3-2	Re-election of Mr. KWAK Su Keun as an Independent Director who will serve as an Audit
			Committee Member
				Election of Audit Committee Members (2 Members)	32
Agenda 4
		Agenda 4-1	Re-election of Mr. BAE Hoon as an Audit Committee Member	66
			Agenda 4-2	Re-election of Ms. YOON Jaewon as an Audit Committee Member
Agenda 5				Approval of the Director Remuneration Limit	69

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II.

Financial Performance

( Agenda 1 )

Approval of Financial Statements and

Annual Dividends

1.	Overview	08
2.	Business Results of FY2023	09
3.	Shareholder Return	11

Proxy	Financial	Election of	Election of Audit	Director	Additional
Summary	Performance	Directors	Committee Members	Remuneration	Information

FY2023 Financial Performance

Agenda 1

Approval of Financial Statements and Annual Dividends

(Separate Financial Statements & Consolidated Financial Statements for fiscal year 2023 (January 1, 2023 -

December 31, 2023), including Statements of Appropriation of Retained Earnings)

Voting Item(s)

Pursuant to Article 449 of the Commercial Act, the Board seeks shareholders' approval of the Company's

separate financial statements and consolidated financial statements for FY2023.

Audited financial statements with the independent auditor's opinion are disclosed separately on the Company website (http://www.shinhangroup.com) and can be found on EDGAR of the US. Securities and Exchange Commission website (https://www.sec.gov).

RECOMMENDATION:

Vote FOR the approval of financial statements and annual dividends.

08

Proxy	Financial	Election of	Election of Audit	Director	Additional
Summary	Performance	Directors	Committee Members	Remuneration	Information

FY2023 Financial Performance

Business Results of FY2023 (consolidated basis)

Despite significant non-recurring factors, such as the recognition of expenses related to the implementation of win-win financing, the company's operating income grew 15.6% year-on-year due to the recovery of non-interest income due to stable market interest rates and growth in interest income driven by asset growth led by corporate loans.

However, the annual net profit was KRW 4.4 trillion, a 6.4% decrease from the previous year due to the recognition of preemptive loan loss costs from a conservative perspective.

Through continuous efforts to improve cost efficiency, G&A costs were managed at a stable level despite inflationary pressures. The

Group also accumulated sufficient provision for credit losses to embrace for future uncertainties within the economic environment at home and abroad.

In addition, in 2023, we are continuing an active shareholder return policy by implementing quarterly equal cash dividends and purchasing and canceling shares four times, while also stably managing our capital ratio.

Shinhan Financial Group will continue to achieve sound financial performance based on robust fundamentals, well-diversified business portfolio, and preemptive risk management.

		12.9%	13.1%	12.8%	13.1%
12.5%
	11.1%			4,665.6	4,368.0
			4,019.3
3,156.7	3,403.5	3,414.6
FY2018	FY2019	FY2020	FY2021	FY2022	FY2023

Consolidated Net Income (KRW billion)

CET1

09

Proxy	Financial	Election of	Election of Audit	Director	Additional
Summary	Performance	Directors	Committee Members	Remuneration	Information

FY2023 Financial Performance (continued)

Financial Highlights (By Subsidiaries, KRW Billion)

Bank

Shinhan Bank

Jeju Bank

Non-Bank

Consumer	Shinhan Card
Finance	Shinhan Savings Bank
Insurance	Shinhan Life
Shinhan EZ GI
		Shinhan Securities
		Shinhan Capital
		Shinhan Asset Management
Capital
Shinhan REITs Management
Markets
		Shinhan Asset Trust
		Shinhan AI
		Shinhan Venture Investment
Others	Shinhan DS
Shinhan Fund Partners

Ownership

100.0%

75.3%

100.0%

100.0%

100.0%

85.1%

100.0%

100.0%

100.0%

100.0%

100.0%

100.0%

100.0%

100.0%

99.8%

Total

Assets1)

633,681.8

626,439.4

7,242.4

382,437.4

43,420.2

3,046.1

58,641.3

261.2

79,117.3

13,018.9

108,537.0

4,256.8

70,837.2

35.7

1,017.7

137.1

110.8

Shareholder's

Equity

34,067.1

33,531.2

535.9

25,524.9

8,055.0

349.5

8,423.1

129.3

5,366.3

2,227.6

275.2

62.5

377.9

34.7

81.3

51.7

90.7

Net Income2)

3,072.8

3,067.7

5.1

1,654.3

620.6

29.9

472.4

-7.8

100.9

304.0

51.3

9.5

53.4

-4.6

4.4

8.0

12.2

ROA

0.61%

0.07%

1.45%

1.04%

0.82%

-3.22%

0.21%

2.35%

14.22%

15.36%

11.94%

-11.68%

2.87%

6.70%

11.76%

ROE

9.39%

0.96%

7.94%

9.57%

5.62%

-5.82%

1.94%

14.38%

20.14%

16.93%

14.93%

-12.47%

5.58%

15.77%

14.30%

NOTE 1) Trust A/C of Shinhan Bank, Jeju Bank, Shinhan Securities, Shinhan Asset Trust, and AUM of Shinhan Asset Management, Shinhan REITs, Shinhan Venture Investment are included

NOTE 2) Net income before reflecting ownership

10