[Amended] Share exchange/transfer decision (subsidiary)

What happened

Amendment Report

Amendment date: 2026-07-06

1. Disclosure document being amended: Share exchange/transfer decision (subsidiary's material management matter) 2. Date the original disclosure was filed: 2025-11-26 3. Reason for amendment: Correction due to a change in the share-exchange schedule, etc. 4. Amended items

Item 5, "Exchange/transfer schedule, expected shareholder meeting date" Before amendment: 2026-08-18 After amendment: 2026-11-19

Item 5, "Exchange/transfer schedule, exchange/transfer date" Before amendment: 2026-09-30 After amendment: 2026-12-31

Item 7, "Appraisal rights, exercise procedure, method, period, location" Before amendment: (1) Method of notifying dissent: Under Article 360-5 of the Commercial Act, a shareholder who opposes the board resolution on the share exchange must notify the Company in writing of its dissent before the shareholder meeting (expected August 18, 2026). (2) Period for receiving notices of dissent: start date July 31, 2026 (expected), end date August 14, 2026 (expected) (4) Period for receiving appraisal-rights requests: a shareholder who notified the Company in writing of its dissent before the shareholder meeting may demand the Company purchase its shares within 20 days of the shareholder meeting resolution; start date August 18, 2026 (expected), end date September 7, 2026 (expected) Payment timing/method, Expected payment timing: within 2 months of the end of the appraisal-rights request period; expected payment date September 14, 2026.

After amendment: (1) Method of notifying dissent: Under Article 360-5 of the Commercial Act, a shareholder who opposes the board resolution on the share exchange must notify the Company in writing of its dissent before the shareholder meeting (expected November 19, 2026). (2) Period for receiving notices of dissent: start date November 4, 2026 (expected), end date November 18, 2026 (expected) (4) Period for receiving appraisal-rights requests: start date November 19, 2026 (expected), end date December 9, 2026 (expected) Payment timing/method, Expected payment timing: within 2 months of the end of the appraisal-rights request period; expected payment date December 16, 2026.

[The full, restated report below reflects the amended schedule.]

Share Exchange/Transfer Decision (Subsidiary's Material Management Matter) Report on a Material Management Matter of the Subsidiary NAVER Financial Corporation

1. Classification: Share exchange

2. Company subject to the exchange/transfer (a) Company name: Dunamu Inc. (b) Representative: Oh Kyung-seok (c) Principal business: Trading platform and information services (d) Total shares issued: common shares 34,865,870; other share classes: - (e) Summary financials for the most recent fiscal year (KRW million): total assets 15,320,524; total liabilities 9,435,345; total equity 5,885,179; capital 3,467

3. Exchange/transfer ratio: 2.5422618

4. Purpose of the exchange/transfer: NAVER Financial Corporation aims to secure future growth drivers based on digital assets by making Dunamu Inc. its wholly owned (100%) subsidiary.

5. Exchange/transfer schedule Expected shareholder meeting date: 2026-11-19 Period for submitting old share certificates: start date -, end date - Exchange/transfer date: 2026-12-31 Expected date of delivery of new share certificates: -

6. Name of the resulting wholly owning parent company: NAVER Financial Corporation

7. Appraisal rights [Exercise requirements] Under Article 360-5 of the Commercial Act, a shareholder opposing the board resolution on the share exchange must notify the relevant company in writing of its dissent before the shareholder meeting resolution on the share exchange. A shareholder who has given such written notice may, within 20 days of the shareholder meeting resolution, demand in writing (stating the type and number of shares) that the Company purchase the shares it continuously holds from the shareholder record date through the date it exercises the appraisal right; a request may cover only part of the shareholder's holdings, but the right is forfeited for any shares sold and reacquired during that period. Once exercised, the appraisal right cannot be withdrawn. In addition, a shareholder who gave written notice of dissent but then voted in favor of the share exchange at the shareholder meeting may not exercise the appraisal right.

[Expected purchase price] NAVER Financial Corporation: KRW 172,780 per share

[Exercise procedure, method, period, location] (1) Method of notifying dissent: as above; the shareholder meeting is expected November 19, 2026. (2) Period for receiving notices of dissent: start date November 4, 2026 (expected), end date November 18, 2026 (expected) (3) Method of exercising the appraisal right: as described under "Exercise requirements" above. (4) Period for receiving appraisal-rights requests: start date November 19, 2026 (expected), end date December 9, 2026 (expected) (5) Place for receiving requests: NAVER Financial Corporation, 95 Jeongjail-ro, Bundang-gu, Seongnam-si, Gyeonggi-do (Jeongja-dong, 1784)

[Expected payment timing and method] (1) Expected payment timing: within 2 months of the end of the appraisal-rights request period; expected payment date December 16, 2026. (2) Method of payment: transfer to the shareholder's own bank account as confirmed when the appraisal right is exercised.

[Restrictions on the appraisal right] Only a shareholder who gave prior written notice of dissent to the board resolution on the share exchange may exercise the appraisal right, and only for shares continuously held from the shareholder record date through the date of exercise; the right is forfeited for shares sold and reacquired during that period, cannot be withdrawn once exercised, and is unavailable to a shareholder who voted in favor of the share exchange at the shareholder meeting despite having given prior written notice of dissent.

[Effect on the agreement] If Dunamu Inc. shareholders exercise appraisal rights totaling KRW 1,200,000,000,000 (one trillion two hundred billion won) or more, or if NAVER Financial Corporation shareholders exercise appraisal rights totaling KRW 1,200,000,000,000 or more, the share exchange agreement may be terminated for failure to satisfy a condition precedent to closing. However, (a) this threshold may be adjusted by mutual agreement of the parties, considering market conditions and each party's financial position and cash resources, at any time before notice convening the Dunamu Inc. and NAVER Financial Corporation shareholder meetings on the share exchange; and (b) if the appraisal rights exercised by Dunamu Inc. or NAVER Financial Corporation shareholders exceed that threshold (as adjusted by agreement, if applicable), Dunamu Inc. and NAVER Financial Corporation may, through good-faith mutual discussion, adjust whether and on what terms to proceed with the share exchange agreement.

8. Board resolution date: 2025-11-26 - Outside directors present: -, absent: - - Attendance of the auditor (audit committee member who is not an outside director): Present

9. Future plans for corporate restructuring - Following the share exchange, NAVER Financial Corporation (the resulting wholly owning parent) and Dunamu Inc. (the resulting wholly owned subsidiary) will each continue their current businesses while working to improve management efficiency and enhance shareholder value, and will review various restructuring options going forward to secure future growth drivers through functional and organic cooperation between the two companies. - On the date the share exchange agreement was signed, NAVER Corporation, Dunamu Inc., and other interested parties entered into an investor agreement (the "Investor Agreement"). Under the Investor Agreement, the parties agreed to use best efforts to list NAVER Financial Corporation's shares on a securities market as soon as practicable after completion of the share exchange, and to form an IPO committee for NAVER Financial Corporation within 1 year. If NAVER Financial Corporation has not listed by the 5th anniversary of completion of the share exchange, the listing period may be extended by up to 2 years. - In addition, NAVER Corporation will secure voting rights in NAVER Financial Corporation through the Investor Agreement, under which NAVER Financial Corporation will continue to be consolidated as a subsidiary of NAVER Corporation, as at present. - The above provisions of the Investor Agreement take effect once all government approvals required for the share exchange have been obtained and the share exchange is completed. - However, as of the date of the original disclosure and as of the date of this amendment, no specific decisions have been made regarding whether, when, or how an IPO or other restructuring will proceed after the share exchange is completed; the Company will disclose any specific future decisions or board resolutions in accordance with the relevant disclosure rules.

10. Other matters important for investment decisions - Although an external appraiser's valuation is not required under Article 165-4 of the Financial Investment Services and Capital Markets Act and Article 176-5 of its Enforcement Decree for a share exchange between unlisted companies, the Company obtained an external appraiser's valuation to determine an appropriate exchange value. The appraiser used a discounted-cash-flow model, which appropriately reflects a company's future earnings or cash-generating capacity, to determine an enterprise-value ratio of 1:3.064569 between NAVER Financial Corporation and Dunamu Inc. Because the two companies have different total shares issued, the per-share exchange value, taking total shares issued into account, was set at KRW 439,252 for Dunamu Inc. and KRW 172,780 for NAVER Financial Corporation, giving an exchange ratio of 1:2.5422618. - In connection with this comprehensive share exchange, NAVER Financial Corporation will newly issue a total of 87,559,198 common shares to Dunamu Inc.'s shareholders, with a total new-share issuance value of KRW 15,128,478,217,513. However, if the total shares subject to exchange changes before the exchange date, for example, because Dunamu Inc. newly acquires and retires treasury shares, the above total number of new shares to be issued by NAVER Financial Corporation and the total new-share issuance value may change. The increase in NAVER Financial Corporation's capital from this new-share issuance will equal the total number of shares issued in this comprehensive share exchange multiplied by the par value of KRW 1,000 per share. - The expected purchase price under "7. Appraisal rights" above was calculated as the per-share price derived, for purposes of setting the exchange ratio in this share exchange, from NAVER Financial Corporation's enterprise value and total shares issued under the discounted-cash-flow model described above. - If the agenda item approving this comprehensive share exchange agreement is rejected at either the NAVER Financial Corporation or the Dunamu Inc. shareholder meeting, the share exchange agreement automatically and retroactively loses effect without any further action by the parties, and the comprehensive share exchange will not proceed. - Dunamu Inc. and NAVER Financial Corporation must obtain government approvals required by relevant law for this comprehensive share exchange, including Fair Trade Commission approval of the business combination under the Monopoly Regulation and Fair Trade Act, approval of the change of NAVER Financial Corporation's controlling shareholder and a concurrent-business notification under the Act on the Use and Protection of Credit Information, and acceptance of a notification of change of Dunamu Inc.'s controlling shareholder under the Act on Reporting and Using Specified Financial Transaction Information; depending on the progress of these approvals, the schedule may be delayed or the comprehensive share exchange may not proceed. - In addition, press reports suggest that discussions are under way on a "Digital Asset Basic Act"; the content of any such law, once enacted and implemented, may affect the progress or outcome of this comprehensive share exchange. - In the course of this share exchange, all treasury shares held by Dunamu Inc., including shares acquired through the exercise of appraisal rights by Dunamu Inc. shareholders, will be retired before the exchange date, except for shares reserved for RSUs to be granted to officers and employees, and accordingly will not be exchanged for NAVER Financial Corporation shares. - The Company delegates to the CEO of NAVER Financial Corporation the authority to determine or change detailed matters not set by the board or shareholder meeting in connection with this share exchange, including the authority to prepare and execute the share exchange agreement and any ancillary agreements or documents, and to adjust or change the schedule. - The comprehensive share exchange agreement may be terminated for the following reasons, and if any of these events occurs, the comprehensive share exchange may not proceed: 1) the parties may terminate this agreement at any time before the exchange date by written agreement, but cannot terminate it after the exchange date under any circumstances; 2) if a material adverse change occurs in either party's assets, liabilities, or business condition, or an unforeseen material defect, insolvency, or other material change in circumstances related to the share exchange arises, the parties may by agreement adjust the terms of this agreement or terminate it; 3) either party may terminate this agreement by written notice to the other party if a condition precedent is determined to be incapable of being satisfied, except that a party responsible for that failure may not terminate on that basis; and 4) if a party's representations and warranties under this agreement are inaccurate or untrue and this causes a material adverse effect, or if a party materially breaches a covenant or other obligation and fails to cure it within 10 business days of a written cure notice from the other party, the non-breaching party may terminate this agreement by written notice. - After completion of this share exchange, the specific timing, method, and whether NAVER Financial Corporation pursues a listing will be decided comprehensively in light of market conditions, relevant law, and other circumstances, and may change in the future depending on changes in relevant circumstances. - If NAVER Financial Corporation's pursuit of a listing becomes concrete, this could directly affect shareholder value and could materially affect the investment decisions of stakeholders, including shareholders of NAVER Corporation and Dunamu Inc. - However, as of the date of the original disclosure and as of the date of this amendment, the specific execution plan, schedule, and structure have not been finalized, so it is difficult at this stage to state the specific effects with certainty. The Company will faithfully disclose any future developments in accordance with relevant law and disclosure rules. - The board resolution date and the attendance of outside directors and the auditor above relate to NAVER Financial Corporation, the Company's subsidiary. - "2. Company subject to the exchange/transfer, (e) Summary financials for the most recent fiscal year" is based on the subject company's consolidated financial statements as of the end of 2024. - "5. Exchange/transfer schedule" is an expected schedule that may change; the Company will re-disclose once it is finalized. - In the "Matters Concerning the Subsidiary" section below, the financial figures are based on financial statements as of the end of 2024. - The above matters and schedule may change through consultation with or approval from relevant authorities, or through discussion between the contracting parties. - This disclosure supersedes the Company's responses, filed on September 25, 2025 and October 24, 2025, to requests for clarification of rumors or press reports (unconfirmed). - The Company plans to post explanatory materials on this share exchange under "Investor Relations, IR Schedule, IR Events (Corporate Briefings)" on its website.

Related disclosures: 2025-09-25 Response to clarification request (rumor or press report) (unconfirmed) 2025-10-24 Response to clarification request (rumor or press report) (unconfirmed) Related disclosure regulation: Financial Investment Services and Capital Markets Act

[Matters Concerning the Subsidiary] Subsidiary name: NAVER Financial Corporation (English: NAVER Financial Corporation) - Representative: Park Sang-jin - Principal business: Financial support services - Whether a major subsidiary: Yes Subsidiary's total assets (KRW): 3,897,940,444,850 Parent's consolidated total assets (KRW): 38,167,876,036,020 As a percentage of the parent's consolidated total assets (%): 10.21