Shinhan Financial : SFG Proxy Supplements for the 23rd AGM

FY2023

Shinhan Financial Group

Proxy Supplements for the 23rd AGM

Table of

Contents

1. Notice of Meeting	03
2. FY2023 Financial Highlights	05
3. Election of Directors	09
4. Election of Audit Committee Members	15
5. Director Remuneration	18
6. BOD Activities in FY2023	20
7. Appendix	29

This document serves solely as a summary of specific information contained within Shinhan Financial Group's Convocation Notice of the 23rd AGM. Shareholders are strongly encouraged to review the Convocation Notice in its entirety before exercising their voting rights.

1. Notice of Meeting

03

Notice of Meeting

FY2023 Financial Highlights

Election of Directors

Election of Audit Committee Members

Director Remuneration

BOD Activities in FY2023

Appendix

Notice of

the 23rd AGM

Notice is hereby given that the 23rd Annual General Meeting of Shareholders of Shinhan FinancialGroup will be held as described hereunder and your attendance is cordially requested.

01 Date/Time Tuesday March 26, 2024, at 10:00 am (Korea Standard Time)

1. Place Grand Auditorium, 20th Floor, Shinhan Bank, 20 Sejong-daero9-gil,Jung-gu, Seoul
2. Agendas To Be Voted On
   Agenda 1 : Approval of Financial Statements and Annual Dividends for FY2023 (Jan 1, 2023 - Dec 31, 2023)

Agenda 2 : Election of Directors (8 Independent Directors)

Agenda 2-1.Re-election of Ms. KIM Jo Seol as an Independent Director

Agenda 2-2.Re-election of Mr. BAE Hoon as an Independent Director Agenda 2-3.Re-election of Ms. YOON Jaewon as an Independent Director Agenda 2-4.Re-election of Mr. LEE Yong Guk as an Independent Director Agenda 2-5.Re-election of Mr. JIN Hyun-duk as an Independent Director Agenda 2-6.Re-election of Mr. CHOI Jae Boong as an Independent Director Agenda 2-7. Election of Ms. SONG Seongjoo as an Independent Director Agenda 2-8. Election of Mr. CHOI Young-Gwon as an Independent Director

Agenda 3 : Election of an Independent Director who will serve as an Audit Committee Member

Agenda 3. Re-election of Mr. KWAK Su Keun as an Independent Director who will serve as an Audit Committee member

Agenda 4 : Election of Audit Committee Members (2 Members)

Agenda 4-1.Re-election of Mr. BAE Hoon as an Audit Committee Member Agenda 4-2.Re-election of Ms. YOON Jaewon as an Audit Committe Member

Agenda 5 : Approval of the Director Remuneration Limit

04	Shinhan Financial Group Proxy Supplements for the 23rd AGM

2.

FY2023 Financial Highlights

( Agenda 1 )

Approval of Financial Statements and Annual Dividends for FY2023

(Jan 1, 2023 - Dec 31, 2023)

05

Notice of Meeting

FY2023 Financial Highlights

Election of Directors

Election of Audit Committee Members

Director Remuneration

BOD Activities in FY2023

Appendix

FY2023 Financial Highlights

(1/3)

• Through solid financial performance, net income for FY2023 marked KRW 4.37 trillion
• Total Shareholder Return ratio went up by 6%p, YoY, to 36% through continued efforts to enhance shareholder value

Financial Performance	Total Shareholder Return (Incl. preferred shares, KRW bil.)
		Consolidated Net Income (KRW billion)			Cash dividend

	ROTCE						Share buyback and cancellations
	ROE						Total shareholder return
				11.4%							36.0%
									30.0%
	11.1%		10.5%
10.8%			9.9%			27.9%
		9.8%		10.0%
					26.0%		26.0%
9.4%	9.4%
	9.1%		8.6%	23.9%
		8.4%
									300	486
				4,665.6	4,368.0			150
			4,019.3				884	804	1,047	1,093	1,086
						753
	3403.5	3,414.6
3,156.7
2018	2019	2020	2021	2022	2023	2018	2019	2020	2021	2022	2023

06	Shinhan Financial Group Proxy Supplements for the 23rd AGM

Notice of Meeting

FY2023 Financial Highlights

Election of Directors

Election of Audit Committee Members

Director Remuneration

BOD Activities in FY2023

Appendix

FY2023 Financial Highlights

(2/3)

• Cash dividend: Continue evenly distributed quarterly and year-end cash dividends
• Continuous efforts toward gradual increase of total shareholder return(TSR) through share buyback and cancellations

DPS(KRW)

Amount of canceled shares / Total shares(KRW)

2022

(150Wbn)(150Wbn)

	2023
(137Wbn)	(149Wbn)
	(100Wbn)	(100Wbn)
269	296	193	194

2024

(150Wbn)

293 Flexible share buyback/

cancellations

290292

400 400 400

865

525		525		525		525

540	540	540	540
(e)	(e)	(e)	(e)

Consideration Factors

• Macroeconomic conditions and outlook
• Regulatory consensus on stress test results
• • BOD is to decide the exact amount of dividends and buybacks every quarter

Note 1) Under 2024 capital allocation plan

(Growth 60%, Shareholder 40%) and other factors

1Q

2Q

3Q

4Q

• Evenly distributed quarterly cash dividends
• 2 rounds of share buyback and cancellations (150Wbn in 1H22 and 2H22, respectively)
• Total shareholder return of 30%

1Q

2Q

3Q

4Q

• Evenly distributed quarterly and year-end cash dividends
  (KRW 525 x 4 = KRW 2,100)
• 4 times of share buyback and cancellations (485.9Wbn in FY23)
• Total shareholder return of 36%

1Q

2Q

3Q

4Q

• Evenly distributed quarterly and year-end cash dividends
  (KRW 540 x 4 = KRW 2,160)
• Continuous efforts toward gradual increase of TSR through share buyback and cancellations1)

07	Shinhan Financial Group Proxy Supplements for the 23rd AGM

Notice of Meeting

FY2023 Financial Highlights

Election of Directors

Election of Audit Committee Members

Director Remuneration

BOD Activities in FY2023

Appendix

FY2023 Financial Highlights

(3/3)

• ROE and ROTCE targets set at 10.5% and 12%, respectively, according to 2025 financial targets
• Manage CET1 ratio stably and utilize excess capital for shareholder return

Mid-term Financial Direction for 2025	Shareholder Return Policy
(BOD resolution, AUG 2022)	(Board Meeting, FEB 2022)
	1. Progressive Dividend per Share

Shareholders	Clients	Employees	Community	2. Cash Dividends & Share Buyback/Cancellations
	Enhance Corporate Value		3. Evenly Distributed Quarterly Cash Dividends

ROE 10.5%±	Financial	ROTCE 12%±
	Direction

Method

4. Continued efforts to improve Total Shareholder Returns

2023 Capital Management Results

Efficient capital allocation through ROTCE management

Quantitative Growth in		Qualitative Growth in
Capital Light Businesses		Capital Intensive Businesses

• Loan growth to be in line with the nominal GDP growth

Basis

Above CET1 Ratio of 12%1)

Note 1) Temporarily raising the CET1 ratio management target from 12% to 13%

• CET1 ratio management target to be reconsidered in consideration of regulatory requirements and an adequate management buffer; and, excess capital to be returned to shareholders

TSR

36.0%

CET1 Ratio

13.1%

ROE 8.6%

ROTCE 9.9%

• Increased DPS, continued quarterly dividend payouts
• • DPS: KRW 2,065(FY2022) → KRW 2,100(FY2023)
• Gradual increase of share buyback and cancellations
• • 300.0Wbn(FY2022) → 485.9Wbn(FY2023)
• Achieved CET1 ratio management target
• Improved CET1 ratio despite regulatory changes
• • CET1 ratio 12.79%(FY2022) → 13.13%(FY2023)
  • Impact from BASEL3 implementation △54bp
• Maintained solid levels, excluding Co-prosperity finance and temporary increase in CET1 management target.
• Balanced management of capital light and capital intensive businesses

08	Shinhan Financial Group Proxy Supplements for the 23rd AGM

3. Election of Directors

( Agenda 2 )

Election of Directors (8 Independent Directors)

Agenda 2-1.Re-election of Ms. KIM Jo Seol (IND)

Agenda 2-2.Re-election of Mr. BAE Hoon (IND)

Agenda 2-3.Re-election of Ms. YOON Jaewon (IND)

Agenda 2-4.Re-election of Mr. LEE Yong Guk (IND)

Agenda 2-5.Re-election of Mr. JIN Hyun-duk (IND)

Agenda 2-6.Re-election of Mr. CHOI Jae Boong (IND)

Agenda 2-7. Election of Ms. SONG Seongjoo (IND)

Agenda 2-8. Election of Mr. CHOI Young-Gwon (IND)

09

Notice of Meeting

FY2023 Financial Highlights

Election of Directors

Election of Audit Committee Members

Director Remuneration

BOD Activities in FY2023

Appendix

Board Nominees

(1/4)

Reappointment

KIM Jo Seol

• Year of Birth : 1957
• Gender : Female
• Role : Independent Director Nominee
• Key Expertise : Economics
• Recommender :
  Independent Director and Audit Committee Member Recommendation Committee

Reasons for recommendation

The nominee, a Korean-Japanese professor teaching economics at a university in Japan, possesses a profound understanding of Northeast Asian economies and actively advocates for the rights of social minorities in her community. With a distinguished track record of research on human rights and social welfare, along with extensive knowledge of East Asian economies, she has served on the Peaceful Unification Advisory Council.

Her expertise enables her to offer expert opinions to the Board of Directors on crucial decisions, while diligently overseeing management. Recognized for her strong logic, composure, and integrity, she maintains a flexible perspective that transcends national affiliations, emphasizing multiculturalism and coexistence.

Drawing on her academic and social experience, she effectively advises the Group on its ESG strategy, contributing to the protection of financial Customers and the overall development of the Group.Consequently, she has been nominated for reappointment due to her significant contributions and unwavering commitment to the company's values.

Reappointment

BAE Hoon

• Year of Birth : 1953
• Gender : Male
• Role : Independent Director Nominee
• Key Expertise : Legal
• Recommender :
  Independent Director and Audit Committee Member Recommendation Committee

Reasons for recommendation

The nominee, a Korean-Japanese lawyer and assistant certified public accountant in Japan, specializes in providing legal advice on Korea-Japan relations. With expertise in law, accounting, and global affairs, he offers valuable insights to the Board during major decision-making processes, ensuring rigorous oversight of management.

Drawing from his legal practice, he provides insightful perspectives on legal issues and detailed provisions relevant to Shinhan Financial Group's major management matters. Furthermore, he presents professional opinions on financial soundness and corporate social responsibility, enriching discussions within the BOD.His active participation in Board and Committee meetings reflects his commitment to faithfully fulfilling his responsibilities as an independent director.

Recommended for re-appointment by the Independent Director and Audit Committee Member Recommendation Committee, his contributions demonstrate his dedication to the company's governance and excellence.

10	Shinhan Financial Group Proxy Supplements for the 23rd AGM