GC Biopharma

We strive to safeguard the rights and interests of

shareholders and stakeholders

through transparent and ethical practices.

GC Biopharma
Articles of Incorporation

We have established guidelines for our corporate foundation and operations, ensuring that shareholders’ rights are respected and regulations are followed.

Articles of Incorporation(KOR)

GC Biopharma
General Shareholders’ Meeting

The General Shareholders’ Meeting serves as the company's highest decision-making body,
determining key issues as outlined by law and our Articles of Incorporation.

Shareholding Status (Common Stock, as of Dec. 31, 2023)

Treasury Stock 2.3% Foreigners 7.8% Organizations/Individuals 38.5% Largest Shareholders 51.4%

Shareholder Composition (Common Stock, as of Dec. 31, 2023)

Shareholder Composition table
Category		2023 of Shareholders	2023 of Shares	% of Total
Related Parties		10	6,009,774	51.4
Domestic	Individuals	59,954	3,130,072	26.8
Domestic	Institutions	548	1,363,687	11.7
Foreigners		287	909,645	7.8
Treasury Stock		-	273,360	2.3
Total		60,799	11,686,538	100.0

Key Agenda and Resolutions from Shareholder Meetings (Past 3 Years)

The 55th Annual General Meeting of Shareholders table
Agenda	Approved/Rejected	Number of Voting Shares	Number of Participating Shares (Excluding Largest Shareholders)	Approval Rate (Opposition/Abstentions)
Agenda 1 - Approval of the 55th Financial Statements (including the Statement of Appropriation of Retained Earnings) and Consolidated Financial Statements	Approved	11,413,178	7,657,512 (1,807,030)	98.94% (1.06%)
Agenda 2 - Amendment of the Articles of Incorporation	Approved			99.66% (0.34%)
Agenda 3-1-1 - Appointment of Executive Director (candidate: Eun-Chul Huh)	Approved			98.91% (1.09%)
Agenda 3-1-2 - Appointment of Executive Director (candidate: Jae-Wook Jeong)	Approved			99.52% (0.48%)
Agenda 3-1-3 - ppointment of Executive Director (candidate: Woong Shin)	Approved			99.52% (0.48%)
Agenda 3-2-1 - Appointment of Independent Director (candidate: Choon-Woo Lee)	Approved			99.26% (0.74%)
Agenda 3-2-2 - Appointment of Independent Director (candidate: Sung-Hoon Shim)	Approved			99.45% (0.55%)
Agenda 3-2-3 - Appointment of Independent Director (candidate: Jin-Hee Lee)	Approved			99.21% (0.79%)
Agenda 4 - Appointment of Independent Director Ki-Joon Park as a Member of the Audit Committee	Approved	5,423,308	1,667,639 (1,325,244)	97.47% (2.53%)
Agenda 5-1 - Appointment of Audit Committee Member Candidate: Choon-Woo Lee	Approved			96.59% (3.41%)
Agenda 5-1 - Appointment of Audit Committee Member Candidate: Jin-Hee Lee	Approved			96.35% (3.65%)
Agenda 6 - Approval of Director Remuneration Limit	Approved	11,413,178	7,657,512 (1,807,030)	81.63% (18.37%)

The 54th Annual General Meeting of Shareholders table
Agenda	Approved/Rejected	Number of Voting Shares	Number of Participating Shares ((Excluding Largest Shareholders)	Approval Rate (Opposition/Abstentions)
Agenda 1 - Approval of the 54th Financial Statements (including the Statement of Appropriation of Retained Earnings) and Consolidated Financial Statements	Approved	11,413,178	7,677,821 (1,734,746)	98.24% (1.76%)
Agenda 2 - Appointment of Executive Director (candidate: Seung-Ho Lim)	Approved			98.22% (1.78%)
Agenda 3 - Approval of Director Remuneration Limit	Approved			99.56% (0.44%)
Agenda 4 - pproval of Auditor Remuneration Limit	Approved			99.56% (0.44%)

The 53rd Annual General Meeting of Shareholders table
Agenda	Approved/Rejected	Number of Voting Shares	Number of Participating Shares ((Excluding Largest Shareholders)	Approval Rate (Opposition/Abstentions)
Agenda 1 - Approval of the 53rd Financial Statements (including the Statement of Appropriation of Retained Earnings) and Consolidated Financial Statements	Approved	11,413,178	7,932,243 (1,988,092)	97.24% (2.76%)
Agenda 2 - Amendment of the Articles of Incorporation	Approved			89.28% (10.72%)
Agenda 3-1 - Appointment of Executive Director (candidate: Eun-Chul Huh)	Approved			97.08% (2.92%)
Agenda 3-2 - Appointment of Executive Director (candidate: Hyun Nam-Goong)	Approved			97.26% (2.74%)
Agenda 3-3 - Appointment of Independent Director (candidate: Choon-Woo Lee)	Approved			99.16% (0.84%)
Agenda 4 - Appointment of Auditor (Auditor candidate: Young-Tae Lee)	Approved	5,289,121	1,860,567	97.01% (2.99%)
Agenda 5 - proval of Director Remuneration Limit	Approved	11,413,178	7,932,243 (1,988,092)	99.23% (0.77%)
Agenda 6 - Approval of Auditor Remuneration Limit	Approved	11,413,178	7,932,243 (1,988,092)	99.24% (0.76%)

※ On March 28, 2024, Independent Directors Park Ki-Joon, Lee Jin-Hee, and Shim Sung-Hoon were newly appointed, and Independent Director Lee Choon-Woo was reappointed through the General Meeting of Shareholders.

Dividend Information (Last 5 Years, Separate)

Dividend Information table
Category	2019	2020	2021	2022	2023
Total Dividend Amount	11.4 billion KRW	17.1 billion KRW	22.8 billion KRW	20 billion KRW	17.1 billion KRW
Dividend per Share	1,000 KRW	1,500 KRW	2,000 KRW	1,750 KRW	1,500 KRW
Dividend Payout Ratio	96.40%	32.10%	16.10%	36.80%	236.50%
Dividend Yield	0.80%	0.40%	0.90%	1.30%	1.20%

GC Biopharma
Board of Directors

We are committed to protecting shareholders' interests
and driving sustainable growth through responsible, board-led management.

Board Composition

Board Composition table
Role	Name	Key Experience	Appointment Date	Term Ends
CEO & Chairman	Eun-Chul Huh	CTO of GC Biopharma	March 28, 2024	March 28, 2026
		Director of Planning and Coordination Office at GC Biopharma
		Current CEO of GC Biopharma
Executive Director	Jae-Wook Jeong	Head of RED Division at GC Biopharma	March 28, 2024	March 28, 2026
		Head of Mogam Institute for Biomedical Research
		Current Head of R&D Division at GC Biopharma
Executive Director	Woong Shin	Head of Hwasun Plant at GC Biopharma	March 28, 2024	March 28, 2026
Executive Director	Woong Shin	Current Head of Quality Management (QM) at GC Biopharma	March 28, 2024	March 28, 2026
Independent Director	Choon-Woo Lee	Dean of Business Administration at the University of Seoul	March 28, 2024	March 28, 2026
		Current Professor of Business Administration at the University of Seoul
		Current President of the Korean Academy of Organization and Management
Independent Director	Ki-Joon Park	CEO of Key2S (Management consulting firm)	March 28, 2024	March 28, 2026
		Consultant at EON Group (Management consulting firm)
		Current CPA at Woori Accounting Corporation
Independent Director	Jin-Hee Lee	Judge at the Intellectual Property High Court	March 28, 2024	March 28, 2026
		Judge at the Seoul Central District Court
		Current Partner Lawyer at SHIN & KIM LLC
Independent Director	Seong-Hoon Shim	Head of Management Planning at KT Engcore	March 28, 2024	March 28, 2026
		President of K Bank
		Current CEO of Spectra Corporation

Board of Directors Activity

2024 Board of Directors Activity table
Category	Meeting Number	Date	Agenda Item	Approval Status	Independent Directors
					Choon-Woo Lee	Ki-Joon Park	Jin-Hee Lee	Seong-Hoon Shim
					Attendance Rate 100%	Attendance Rate 100%	Attendance Rate 100%	Attendance Rate 100%
					Approval Status	Approval Status	Approval Status	Approval Status
2024	1	February 14, 2024	Agenda 1 : Approval of the 55th Financial Statements and Business Report	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 2 : Convening the 55th Annual General Meeting of Shareholders	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 3 : Determining the Agenda for the 55th Annual General Meeting	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 4 : 2024 Safety and Health Plans	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 5 : Appointment of Compliance Officer/Voluntary Compliance Officer	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 6 : Donation Contribution	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Reports: 1. Internal Accounting Control System Operation Status 2. internal Accounting Control System Operation Status Evaluation Results	-	-	-	-	-
	2	March 28, 2024	Agenda 1 : Appointment of the Chairman of the Board	Approved	In Favor	In Favor	In Favor	In Favor
			Agenda 2 : Appointment of the CEO	Approved	In Favor	In Favor	In Favor	In Favor
			Agenda 3 : Amendment of the Board of Directors Regulations	Approved	In Favor	In Favor	In Favor	In Favor
			Agenda 4 : Amendment of the Management Committee Operation Regulations	Approved	In Favor	In Favor	In Favor	In Favor
			Agenda 5 : Establishment of the Audit Committee Operation Regulations	Approved	In Favor	In Favor	In Favor	In Favor
			Agenda 6 : Appointment of Members for the Independent Director Nomination Committee	Approved	In Favor	In Favor	In Favor	In Favor
			Agenda 7 : Establishment of the Independent Director Nomination Committee Operation Regulations	Approved	In Favor	In Favor	In Favor	In Favor
	3	May 13, 2024	Reports: 1. Q1 2024 Business Performance Report 2. Report on the Amendment of Internal Control System Regulations	-	-	-	-	-
	4	July 10, 2024	Reports: 1. GC Bipbiopharm Mid-term Strategy Report 2. GC Bipbiopharm ESG Management Status Report	-	-	-	-	-
	5	July 17, 2024	Agenda 1. GC Bipbiopharm 'Conclusion of a Long-term Supply Contract'	Approved	In Favor	In Favor	In Favor	In Favor
	6	August 8, 2024	Agenda 1. GC Bipbiopharm 'Conclusion of a Long-term Supply Contract'	Approved	In Favor	In Favor	In Favor	In Favor
	7	September 23, 2024	Reports: 1. Profitability Status and Improvement Direction by Product 2. Response to Climate Change and Establishment of a Sustainability Disclosure System	-	-	-	-	-

2023 Board of Directors Activity table
Category	Meeting Number	Date	Agenda Item	Approval Status	Independent Directors
					Choon-Woo Lee	Ki-Joon Park	Jin-Hee Lee	Seong-Hoon Shim
					Attendance Rate 100%	Attendance Rate 100%	Attendance Rate 100%	Attendance Rate 100%
					Approval Status	Approval Status	Approval Status	Approval Status
2023	1	February 14, 2023	Agenda 1: Approval of the 54th Financial Statements and Business Report	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 2: Convening the 54th Annual General Meeting of Shareholders	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 3: Determining the Agenda for the 54th Annual General Meeting	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 4: 2023 Safety and Health Plan	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 5: Amendment of the Internal Control System Regulations	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Reports: 1. Internal Accounting Control System Operation Status 2. internal Accounting Control System Operation Status Evaluation Results 3. Report on Appointment of External Auditor 4. Report on Major Business Issues	-	-	-	-	-
	2	March 3, 2023	Agenda 1: Appointment of the Chairman of the Board	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
	3	May 24, 2023	Reports: 1. Q1 2023 Business Performance Report 2. Report on Major Business Issues: ESG Management Status Report	-	-	-	-	-
	4	July 27, 2023	Agenda 1: Appointment of the Managing Director	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 2: Donation Contribution	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Reports: H1 2023 Business Performance Report 2. ESG Management Status Report: Publication of "GC Sustainability Report 2023"	-	-	-	-	-
	5	September 21, 2023	Reports: 1. Q3 2023 Business Performance Report	-	-	-	-	-
	6	December 14, 2023	Agenda 1: Approval of Transactions between Directors and the Company	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Agenda 2: Approval of the Company Bond Issuance Limit	Approved	In Favor	Not Applicable	Not Applicable	Not Applicable
			Reports: 1. ISO37301 & ISO37001 Management Review and Compliance Officer Activity Report 2. 2023 Business Performance 3. 2024 Business Plan 4. ESG Management Status: 2023 ESG Evaluation Results and more	-	-	-	-	-

Board Regulations(KOR) Corporate Governance Report(KOR)

GC Biopharma
Committees of Board of Director

GC Biopharma has formed specialized committees within its Board of Directors to support strategic management.
These committees operate with designated authority, bringing expertise and objectivity to critical decision-making processes.

Committee Regulations

Committee Regulations table
Committee	Role & Responsibilities
Audit Committee (3 Independent Directors)	Oversees company operations and financial audits. Reviews and advises on issues that may affect the independence of external auditors. Comprised solely of independent directors to maintain impartiality. Includes experts in accounting and finance to strengthen professionalism. Holds authority to recommend the appointment, dismissal, or replacement of external auditors.
Independent Director Nomination Committee (3 Independent Directors)	Recommends candidates for the position of independent director. Conducts thorough evaluations of candidates in compliance with corporate laws and committee guidelines. Entirely composed of independent directors to ensure fair and unbiased decision-making.
Management Committee (3 Executive Directors)	Established to enhance the efficiency of board operations and respond flexibly to business challenges. Deliberates and makes decisions on management issues delegated by the board.

Audit Committee
Guidelines(KOR) Independent Director Nomination Committee Guidelines(KOR) Management Committee Guidelines(KOR)

Committee Members Overview

Audit Committee table
Position	Category	Name	Gender
Chairman	Independent Director	Ki-Joon Park	Male
Member	Independent Director	Choon-Woo Lee	Male
Member	Independent Director	Jin-Hee Lee	Female

Independent Director Nomination Committee table
Position	Category	Name	Gender
Chairman	Independent Director	Choon-Woo Lee	Male
Member	Independent Director	Ki-Joon Park	Male
Member	Independent Director	Seong-Hoon Shim	Male

Management Committee table
Position	Category	Name	Gender
Chairman	Internal Director	Eun-Chul Huh	Male
Member	Internal Director	Jae-Wook Jeong	Male
Member	Internal Director	Woong Shin	Male

Ethical Management
at the Core

We pursue ethical management that places
business ethics as our core value.

At GC Biopharma, “Ethical Management” stands as our core value, guiding us to fulfill our corporate social responsibilities. Our aim is to build trust with customers while enhancing corporate competitiveness. To uphold these principles, we have established a Code of Conduct that fosters organizational transparency and a strong sense of ethical responsibility. Our compliance policies further prevent unethical practices such as corruption, embedding ethical management into our company culture.

8 Core Areas
of the Code of Conduct

To promote the growth of our customers, company, and society, we focus on eight key areas, each backed by specific actions:

01
Customer Respect

We are dedicated to delivering satisfaction and value to our customers.
02
Protecting the Company and Investors

We work to increase corporate value and safeguard the interests of shareholders and investors.
03
Employee Respect

We support the personal growth of our employees and strive to improve their quality of life.
04
Fair Trade

We advocate for a fair, competitive market, contributing to a healthy pharmaceutical industry.
05
Anti-Corruption

We actively work to prevent bribery and other forms of corruption, promoting a culture of integrity.
06
Environmental Stewardship

We are committed to protecting and preserving the environment in the communities where we operate.
07
Human Rights Protection

We uphold the rights of every individual rights and work to build an ethical corporate environment.
08
Social Responsibility

We take our responsibilities seriously and contribute to the development of the nation and local communities.

GC Biopharma’s Code of Conduct

Anti-Corruption and Compliance Policy

At GC Biopharma, we strengthen our commitment to corporate social responsibility
and ethical management by maintaining an Anti-Corruption and Compliance Management System.
This system reflects our core values of Challenge & Innovation, Care & Compassion, Transparency& Integrity, Respect & Dedication.

01. We comply with all domestic and international laws and internal regulations, including anti-corruption laws, and strictly avoid any form of corrupt or illegal conduct.

02. We prohibit offering or accepting any form of monetary benefits, entertainment, or bribes when conducting business with stakeholders.

03. We make every effort to integrate anti-corruption and compliance obligations into our business procedures.

04. The company promotes a culture and work environment that supports the effective implementation of the Anti-Corruption and Compliance Management System, providing comprehensive training for all employees.

05. If we become aware of any corruption or compliance violations, we promptly report them to the company. The company ensures the confidentiality of whistleblowers and guarantees they will not face retaliation.

06. This policy is publicly available, with communication channels established to keep it updated in response to changes in the business environment and stakeholders' compliance requirements.

07. The Compliance Officer has independent authority and responsibility for anti-corruption and compliance oversight, providing guidance and supervision on related issues and reporting directly to the governing body.

08. Led by the Compliance Officer, we set anti-corruption and compliance goals and continually improve our Anti-Corruption and Compliance Management System to meet these objectives.

The company enforces a zero-tolerance approach for any violations of this policy or anti-corruption obligations by employees.

Anti-Corruption Regulations

8 Key Elements of CP

To promote a fair trade culture,
we have implemented a voluntary compliance program structured around these eight essential elements:

Establishment and Implementation of CP Standards and Procedures
Statement of the CEO’s Commitment to Compliance
Appointment of a compliance officer responsible for CP operations
Creation and utilization of a compliance manual

Provision of Compliance Training
Establishment of an Internal Monitoring System
Sanctions for employees who violate fair trade-related regulations
Effectiveness Assessment and Improvement Measures

Overview of the Voluntary Compliance Program (CP) Operations

Since August 2007, GC Biopharma has implemented CP to promote fair trade culture. Appointed by the Board of Directors, a dedicated Voluntary Compliance Officer oversees the program’s effective and sustainable management.
Over the years, GC Biopharma has developed and enhanced its compliance framework to ensure continuous improvement and to ensure long-term operation.

2007

Introduced the Compliance Program
2014

Established a dedicated Compliance team Established the compliance manual
2015

Implemented a Monitoring System (including a pre-approval consultation process)
2018

Obtained ISO 37001 certification Earned ‘AA’ rating in the CP evaluation
2022

Achieved integrated certification for ISO 37301 & ISO 37001
2023

Developed a comprehensive company-wide compliance system Established a continuous monitoring system

ISO 37001 Certificate Anti-Corruption Management System ISO 37301 Certificate Compliance Management System

We are fully committed to protecting our customers’ personal information and comply with all applicable data protection laws.

GC Biopharma has appointed a Chief Information Security Officer (CISO) to oversee all information security-related tasks, in compliance with the Information and Communications Network Act and the Personal Information Protection Act.

Our Information Security Management System is ISO 27001 certified, ensuring strict adherence to regulatory standards.

In addition, we have implemented comprehensive internal policies, including our Information Security Management Regulations and Information Security Guidelines, to protect intellectual property and safeguard customer privacy.

Information Security Structure

CEO
Chief Information Security Officer (CISO)
Information Security Manager

Information Security Committee
Information Security
Working Group
Information Security Officers

Physical Security Officers

Information Security Declaration Information Security Policy

Information Security
Management System

Our ISO 27001-certified Information Security Management System ensures compliance with regulatory requirements and meets customer expectations. This systematic approach to information security management supports the security of our products, services, and operations, promoting sustainable growth.

ISO 27001 Certificate Information Security
Management System