Notice
of Convocation of the 18th Annual General Meeting of Shareholders
Wishing all
shareholders good health and prosperity
Pursuant to Article 21 of the Articles of Incorporation,
the 18th Annual General Meeting of Shareholders (for the fiscal year 2025.01.01~2025.12.31) is hereby convened as follows.
Attendance is respectfully requested.
(Please note that, in accordance with Article 542-4 of the Korean Commercial Act and Article 23 of the Articles of Incorporation,
this notice serves as the convocation notice for
shareholders holding 1% or less of the total voting shares issued.)
- Details are as follows -
1. Date and Time : Wednesday, March 25, 2026, at 10:00
AM (Korea Standard Time)
2. Venue : 4th Floor Auditorium, 1-19 Jigotjungang-ro,
Osan-si, Gyeonggi-do (Segyo-dong)
3. Agenda
A. Reports to Shareholders
1) Audit and Business Operation Report
2) Report on the Operation of the Internal Accounting Control
System
B. Matters for Resolution
Proposed Resolution 1 : Approval of Financial Statements
(FY2025)
Proposed Resolution 2 : Approval of
Amendments to the Articles of Incorporation
Proposed Resolution 3 : Appointment of Board of Directors
Proposed Resolution 3-1 : Appointment of Executive
Director, Han Ki-Soo
Proposed Resolution 3-2 : Appointment of Executive
Director, Ryu Sang-Gil
Proposed Resolution 3-3 : Appointment of Independent
Director, Yeon Hyeon-Ju
Proposed
Resolution 3-3 : Appointment of Non-Executive Director, Yu Sang-Hee
Proposed Resolution 4 : Approval of Board Members'
Remuneration Cap
Proposed Resolution 5 : Approval of Auditors' Remuneration
Cap
4. Additional Information
Pursuant to Article 542-4 of the Commercial Act, management
reference materials are available for review through the DART system or Kind
system
5. Matters Related to Electronic Voting and Electronic
Proxy Solicitation
The Company has resolved to adopt the Electronic
Voting System under Article 368-4 of the Commercial Code and the Electronic
Proxy Solicitation System under Article 160, Item 5 of the Enforcement Decree
of the Financial Investment Services and Capital Markets Act. The
administration of these systems has been entrusted to the Korea Securities Depository
(KSD). Shareholders may exercise their voting rights via electronic voting or
grant electronic proxies as follows, without attending the general meeting in
person.
A. Electronic Voting and Electronic Proxy Solicitation
Management System
- Website : https://evote.ksd.or.kr
- Mobile Access : https://evote.ksd.or.kr/m
B. Period for Electronic Voting and Electronic Proxy
Submission
- From 9:00 AM on March 13, 2026, to 5:00 PM on March
24, 2026
(available 24
hours during the period)
C. Verification Process for Electronic Voting and
Proxy Submission
- Types of Shareholder Verification Certificates:
Joint Certificates and Private Certificates
(limited to
those accepted by the K-VOTE system).
D. Handling of Amended Motions
- In the event that an amendment to a motion is
proposed during the General Meeting of
Shareholders, votes previously cast shall be treated
as abstentions.
6. Required Documents for Attending the General
Meeting of Shareholders
- For Direct
Attendance: A valid identification document
(Resident Registration Card, Driver’s License,
or Passport)
- For Proxy
Attendance: A power of attorney (including the shareholder's and proxy's
personal
details, affixed with
the shareholder’s seal), the shareholder’s certificate
of seal impression,
and the proxy’s identification document.
March
10, 2026
Philoptics Co., Ltd.
Chief Executive Officer Ki Soo Han (Seal Omitted)