This document contains important information related to Coupang's Annual Meeting of Shareholders to be held on June 11, 2026. We'll walk you through the key details you need to exercise your voting rights and participate in the company's governance. 😉

1. 2026 Annual Meeting Overview and Key Proposals 🗓️

Coupang (the "Company" or "Coupang") will hold its Annual Meeting of Shareholders on June 11, 2026 at 5:00 PM Pacific Time. The meeting will be conducted via live online broadcast at www.virtualshareholdermeeting.com/CPNG2026, where shareholders can participate and vote from the comfort of their homes. 💻

The key proposals on the agenda are:

1. Election of eight director nominees (Proposal 1) 🧑‍💼
2. Ratification of the appointment of Samil PricewaterhouseCoopers as the independent registered public accounting firm for fiscal year 2026 (Proposal 2) 🤝
3. Non-binding advisory vote to approve named executive officer compensation (Proposal 3) 💰
4. Any other business that may properly come before the meeting

The record date for voting is April 13, 2026. Only shareholders registered in the shareholder register as of that date are entitled to vote. Class A common shares carry one vote per share and Class B common shares carry 29 votes per share. 📊

2. How to Vote and How to Attend the Virtual Meeting 🗳️

Shareholders may cast their votes through the following methods. Given potential postal service delays, the Company strongly encourages voting by phone or internet. 📞 You can also access the annual report and proxy statement through the website.

• Internet voting: www.proxyvote.com (control number from proxy notice or voting instruction form required)
• Telephone voting: 1-800-690-6903 (follow instructions on proxy card)
• Mail voting: Complete and mail the proxy card you received
• Electronic voting during the meeting: www.virtualshareholdermeeting.com/CPNG2026

Internet and telephone voting are available until 8:59 PM Pacific Time on June 10, 2026. To attend and vote at the meeting, visit www.virtualshareholdermeeting.com/CPNG2026 and enter the control number on your proxy card.

"To facilitate smooth participation, we are holding a virtual online meeting. Technical support will be available should any issues arise. Online check-in opens 15 minutes before the meeting starts, so please log in early! 👩‍💻"

3. Board Recommendations and Broker Non-Votes 🧑‍⚖️

The Board of Directors recommends that you vote as follows. If no specific instructions are given, proxies will be voted in accordance with the Board's recommendations.

• Proposal 1: "FOR" the election of all eight director nominees 👍
• Proposal 2: "FOR" the ratification of Samil PricewaterhouseCoopers 👍
• Proposal 3: "FOR" the advisory approval of named executive officer compensation 👍

Here's an explanation of Broker Non-Votes. If your shares are held through a broker, bank, or similar institution, you must follow that institution's instructions to vote. Under New York Stock Exchange (NYSE) rules, if you do not provide voting instructions, your broker may vote at its discretion on certain "routine" matters, but may not vote on "non-routine" matters.

• The ratification of Samil PricewaterhouseCoopers is expected to be a routine matter.
• The election of directors and advisory vote on executive compensation are expected to be non-routine matters.

Therefore, to ensure your vote is counted on all proposals, you should provide voting instructions to your broker, bank, or other institution. ✍️

4. Director Election Proposal: Nominee Information and Board Composition 👨‍💼👩‍💼

At this year's Annual Meeting, eight director nominees are standing for re-election. Elected directors will serve until the 2027 Annual Meeting of Shareholders. The Board aims to be composed of directors with diverse backgrounds and expertise to provide effective oversight of the Company's management.

• Bom Kim: CEO and Chairman of the Board (director since 2010); Coupang's founder with extensive experience building the business and leading it.
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• Jason Child: Lead Independent Director (director since 2022); EVP and CFO of Arm; expertise in global finance and strategy.
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• Pedro Franceschi: (director since 2022); Co-founder and CEO of Brex Inc.; experience founding and leading technology companies.
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• Neil Mehta: (director since 2010); Founder and Managing Partner of Greenoaks Capital Partners LLC; knowledge of technology industry operations and high-growth companies.
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• Asha Sharma: (director since 2024); EVP and CEO of Xbox at Microsoft; expertise in technology and innovation.
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• Benjamin Sun: (director since 2010); General Partner at Primary Venture Partners; broad experience working with technology companies.
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• Ambereen Toubassy: (director since 2023); CFO of Airtable; expertise in finance and accounting for technology companies.
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• Kevin Warsh: (director since 2019); Distinguished Visiting Fellow at the Hoover Institution, Stanford University; expertise in economics, finance, and corporate governance.
  • 

On January 30, 2026, President Donald Trump announced his intention to nominate Kevin Warsh as Chair of the Federal Reserve Board of Governors. If confirmed by the Senate, Mr. Warsh intends to resign from Coupang's Board, in which case the Board size may be reduced by one.

Board Independence and Composition

A majority of the Board consists of independent directors. The Board has determined that all independent directors have no direct or indirect material relationships with the Company or its subsidiaries. In particular, Jason Child, Pedro Franceschi, Neil Mehta, Asha Sharma, Benjamin Sun, Ambereen Toubassy, and Kevin Warsh have been determined to be independent directors. CEO Bom Kim also serves as Chairman of the Board, and Lead Independent Director Jason Child works closely with the Chairman to enhance the Board's effectiveness.

Board Committees

The Board maintains three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee operates independently and performs specialized oversight in its respective area.

• Audit Committee: Oversees the accounting and financial reporting processes, internal control systems, financial statement audits, the qualifications and performance of the independent auditor, risk identification and management, and related-party transaction reviews. Held 9 meetings in 2025.
• Compensation Committee: Reviews and approves executive compensation strategies and policies, reviews and approves director compensation, reviews compensation policies related to risk management, and oversees human resources management functions. Held 4 meetings in 2025.
• Nominating and Corporate Governance Committee: Oversees corporate governance functions, identifies and evaluates director candidates, recommends Board composition and committee chair assignments, and reviews corporate governance guidelines. Held 4 meetings in 2025.

Director Nomination Process and Qualifications

Director nominees must have diverse backgrounds, experience, and expertise to provide guidance and oversight on the Company's strategy and operations. Candidates must demonstrate the highest level of personal integrity and ethical standards, be able to read and understand basic financial statements, and be at least 21 years of age.

5. Auditor Ratification Proposal 🤝

The Audit Committee has selected Samil PricewaterhouseCoopers as the independent registered public accounting firm for fiscal year 2026. Samil PricewaterhouseCoopers has served as Coupang's auditor since 2014.

While shareholder approval is not required, the Board views ratification as sound corporate governance practice and is asking shareholders to ratify this selection. If shareholders do not ratify the appointment, the Audit Committee will take the vote result into consideration when selecting the auditor for fiscal year 2027.

"Your vote allows us to hear shareholders' views on the independence of the auditor who oversees the Company's financial health. 👍"

Total fees paid to Samil PricewaterhouseCoopers for 2025 and 2024:

Pre-Approval Policy and Procedures: The Audit Committee has a policy of pre-approving all audit and permissible non-audit services, and has pre-approved all services provided by Samil PricewaterhouseCoopers since the IPO.

6. Executive Officers 🧑‍💻

As of April 27, 2026, Coupang's current executive officers are as follows.

• Bom Kim: Chief Executive Officer and Chairman of the Board (age 47)
• Gaurav Anand: Chief Financial Officer (age 50)
• Harold Rogers: General Counsel and Chief Administrative Officer (age 49)
  • Since December 2025, also serves as interim CEO of the Korean subsidiary Coupang, Inc.

7. Related-Party Transactions and Policies 💸

The Company maintains a Related Party Transaction Policy that establishes procedures for identifying, reviewing, and approving transactions between the Company and related parties that exceed $120,000.

Key related-party transactions:

• CEO Bom Kim's family members: Bom Kim's brother and sister-in-law were employed by Coupang in 2025 and received salaries and other benefits. They participate in the same compensation and incentive plans as other employees.
  • Brother: approximately $491,151 (salary, bonus, and expatriate benefits) and 41,510 RSUs (2-year vesting).
  • Sister-in-law: approximately $299,629 (salary, bonus, and expatriate benefits) and 8,491 RSUs (2-year vesting).
• Spouse of director Kevin Warsh: Jane Lauder, spouse of Kevin Warsh, is a director of The Estée Lauder Companies and holds a significant stake in Estée Lauder stock. During fiscal year 2025, Coupang paid approximately $21.4 million to Estée Lauder and its subsidiaries for skincare, makeup, and other products.
• Greenoaks Capital Partners LLC: An investment firm founded and managed by director Neil Mehta. In January 2024, Coupang acquired the business and assets of Farfetch Holdings plc through Surpique LP, in which Greenoaks held a 19.9% interest. In April 2025, Coupang acquired the remaining 19.9% stake in Surpique from Greenoaks for approximately $140 million. Director Neil Mehta received no direct compensation from this transaction.
• Registration Rights Agreement: A registration rights agreement that expired in March 2026 had included registration rights and information rights for major shareholders such as SVF Investments (UK) Ltd. and CEO Bom Kim.

8. Security Ownership of Certain Beneficial Owners and Management 📈

As of March 31, 2026, beneficial ownership of Coupang's capital stock is as follows.

• CEO Bom Kim: 164,410,881 Class B common shares (74.3% of total voting power).
• SVF Investments (UK) Limited and related entities: 289,542,259 Class A common shares (4.6% of total voting power).
• Baillie Gifford & Co: 150,382,707 Class A common shares (2.4% of total voting power).
• All directors and executive officers as a group (10 persons): 67,694,870 Class A common shares and 164,410,881 Class B common shares (75.4% of total voting power).

Class B common shares carry 29 votes per share and Class A common shares carry 1 vote per share. Certain executive officers have pledged shares as collateral for personal indebtedness.

9. Equity Compensation Plan Information 📊

As of December 31, 2025, information regarding securities to be issued under Coupang's Class A and Class B equity compensation plans is as follows.

• Equity compensation plans approved by security holders:
  • 2021 Equity Incentive Plan: 59,265,036 securities outstanding as options, warrants, and rights; 386,296,408 securities remaining available for future issuance.
• Equity compensation plans not approved by security holders:
  • Coupang, LLC 2011 Third Amended and Restated Equity Incentive Plan: 13,493,012 securities outstanding as options, warrants, and rights (weighted-average exercise price of $9.15).

10. Named Executive Officer (NEO) Compensation 💰

This section provides detailed information about executive compensation. Coupang follows a "pay-for-performance" philosophy aimed at creating long-term shareholder value. The executive compensation program focuses primarily on multi-year equity awards.

Named Executive Officers (NEOs) for 2025:

• Bom Kim: Chief Executive Officer and Chairman of the Board
• Gaurav Anand: Chief Financial Officer
• Harold Rogers: General Counsel and Chief Administrative Officer
• Hanseung Kang: Former President of Management (left officer role effective May 31, 2025)
• Pranam Kolari: Former VP of Search and Recommendations (departed November 14, 2025)

Executive Compensation Objectives and Philosophy

Coupang views executive compensation as essential to attracting, motivating, and retaining top talent needed to fulfill its mission of delivering experiences that make customers ask, "How did I ever live without Coupang?"

• Core objectives:
  • Attract, retain, and motivate talented executives who can help achieve customer satisfaction and financial goals.
  • Provide incentives that recognize and motivate performance.
  • Offer competitive total compensation.

The executive compensation program includes competitive base salaries, long-term incentive compensation, and retention incentives when needed. A significant portion of compensation is in the form of multi-year equity awards, aligning executives' interests with long-term stock appreciation and shareholder value creation.

Compensation Decision Process

The Compensation Committee oversees the executive compensation program and determines compensation with advice from Compensia, an independent compensation consulting firm. Decisions take into account the strategic importance of the role, market data, peer compensation levels, individual performance, and overall company performance.

"Our executive compensation program focuses on long-term customer and shareholder value. We provide incentives that encourage executives to embrace a true entrepreneurial spirit and achieve long-term goals! 🚀"

NEO Compensation Components

• Base Salary: Set based on market factors, individual experience, performance, and level of responsibility. Provides executives with predictable, stable cash income and supports talent attraction and retention.
  • In 2025, CEO Bom Kim received $1,100,000; CFO Gaurav Anand received $420,000; General Counsel Harold Rogers received $450,000.
• Long-Term Equity Incentives: The primary tool for aligning pay with performance. Provided mainly in the form of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), granted over multiple years to focus executives on long-term shareholder value creation.
  • CFO Gaurav Anand received 190,738 PSUs and General Counsel Harold Rogers received 247,916 PSUs in 2025.
• New Hire and Retention Incentives: One-time or recurring bonuses may be paid to attract or retain talent.
  • In 2025, CFO Gaurav Anand received a $1,100,000 retention bonus, and General Counsel Harold Rogers received an additional $500,000 retention bonus.

Other Executive Compensation Program Features

• Employment Agreements: The Company has entered into employment agreements with all NEOs specifying compensation terms and severance payments upon termination.
• Severance and Change-in-Control Payments: The executive severance policy provides for certain payments and benefits under specified conditions.
• Clawback Policy: Adopted in September 2023, this policy allows the Company to recoup incentive-based compensation paid to executives if the Company's financial statements are restated due to a material noncompliance with financial reporting requirements.
• Employee Benefits and Perquisites: In addition to standard benefits available to all employees (medical, dental, vision insurance, and 401(k) plans), certain NEOs receive additional perquisites such as security, transportation, housing, relocation, insurance, educational, and tax services. These are primarily provided in recognition of special circumstances such as expatriate assignments or security threats.
• Anti-Hedging Policy: Executives and directors are prohibited from engaging in hedging or monetization transactions with respect to Coupang stock.
• Tax Considerations: Code Section 162(m) may limit the tax deductibility of certain executive compensation, but the Compensation Committee maintains a flexible compensation program in the long-term interests of the Company.
• Compensation Risk: The Compensation Committee has determined that the compensation policies are designed so as not to incentivize executives to take on inappropriate risks or cause material adverse effects on the Company.

11. Pay-Versus-Performance Disclosure 📊

In accordance with SEC rules, the Company discloses the relationship between "Compensation Actually Paid (CAP)" to the CEO and non-CEO executives and the Company's financial performance metrics. CAP is calculated per SEC methodology and may differ from amounts actually received.

Key metrics from 2021 through 2025:

Relationship between pay and performance:

• Over the past five years, Coupang's total shareholder return (TSR) declined, and CAP for the PEO and non-PEO NEOs decreased substantially. This reflects stock price fluctuations; in particular, equity awards granted at the time of the IPO were heavily reflected in 2021 CAP before declining in subsequent years.
• Over the past five years, net loss improved by approximately 113.9%, turning to profitability. Over this same period, PEO CAP declined by approximately 99.5% and average non-PEO NEO CAP declined by approximately 89.5%.

CEO Pay Ratio

The CEO's total compensation for 2025 was $3,209,542 and the median employee's total annual compensation was $33,831. Based on these figures, the ratio of CEO compensation to median employee compensation is estimated at approximately 95 to 1. This ratio has been calculated in accordance with SEC rules and may not be directly comparable to ratios at other companies.

12. Advisory Vote on Named Executive Officer Compensation (Say-on-Pay) 🗳️

Shareholders are being asked to cast an advisory, non-binding vote on the compensation of the Company's named executive officers. The Board and Compensation Committee consider shareholder input to be important and will review and take into account the vote result when making future compensation decisions.

"The Company's compensation program provides a balance between base salary and long-term equity-based incentive compensation to encourage executives to contribute to the achievement of Company goals and shareholder value creation. We believe these compensation components are essential to attracting, retaining, and rewarding talented executives. ✨"

Closing Thoughts 🌟

We hope this summary of the proxy statement has helped you understand the important information relating to Coupang's 2026 Annual Meeting of Shareholders. Your active participation and exercise of voting rights are a vital driving force behind the Company's continued growth. If you have any questions, please visit the Company's investor relations website at ir.aboutcoupang.com or reach out at any time! 😊