Material event report (merger)

What happened

Material Event Report (Decision on Company Merger) / NHN Corporation

Material Event Report / Exchange Reporting Obligation To the Financial Services Commission / Korea Exchange July 8, 2026 Company name: NHN Corporation CEO: Jeong Woo-jin Head office: 16 Daewangpangyo-ro 645beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do (Sampyeong-dong) Phone: 1544-6859; Website: http://www.nhn.com Preparer: Title CFO, Name An Hyun-sik, Phone 1544-6859

Decision on Company Merger

1. Merger method: NHN Corporation will absorb NHN Investment Co., Ltd. by merger. Surviving company: NHN Corporation. Dissolving company: NHN Investment Co., Ltd. Type of merger: Small-scale merger.

2. Purpose of merger: As part of efforts to streamline the group's structure, NHN Corporation will absorb NHN Investment Co., Ltd. by merger in order to concentrate business capabilities around the parent company.

3. Material impact and effect of the merger: As of the filing date, the merging company NHN Corporation holds 100% of the issued shares of the merged company NHN Investment Co., Ltd. The merging company will absorb the merged company at a merger ratio of 1:0; NHN Corporation will remain the surviving company and NHN Investment Co., Ltd. will be dissolved. This merger is not expected to have a significant impact on the surviving company's management, finances, or business, but is expected to concentrate business capabilities around the parent company.

4. Merger ratio: NHN Corporation : NHN Investment Co., Ltd. = 1 : 0.0000000. (SPAC-dissolution multiple: Not applicable.)

5. Basis for calculating the merger ratio: The surviving company owns 100% of the dissolving company's issued shares and will not issue new merger shares, so the ratio was calculated as 1 : 0.0000000. Corporate value: surviving company -; dissolving company -.

6. External valuation: Not applicable. Basis: the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act exempts a wholly owning parent merging with its wholly owned subsidiary without issuing new shares from requiring an external appraiser's evaluation; this merger falls under that provision, so no external valuation was conducted. Name of appraiser -; valuation period -; valuation opinion -.

7. Type and number of new merger shares: Common shares -; Class shares -.

8. Merger counterparty company: Name NHN Investment Co., Ltd.; main business: management of contributions to investment partnerships and collective investment schemes; relationship with the Company: subsidiary. Most recent fiscal year financials (KRW): total assets 60,654,756,640; capital stock 7,330,000,000; total liabilities 8,805,011,415; sales 6,370,663,510; total equity 51,849,745,225; net income 2,877,026,133. External audit: Samjong Accounting Corporation, opinion Unqualified (Clean). (SPAC-dissolution items: Not applicable.)

9. Newly established merger company: Not applicable (company name -; financials at establishment: total assets -, liabilities -, equity -, capital -; relisting: Not applicable).

10. Merger schedule: Merger agreement date July 10, 2026; record date to confirm shareholders July 23, 2026; shareholder register closure period -; period for receiving notices of objection to the merger: July 23, 2026 - August 6, 2026; general shareholders' meeting date -; appraisal rights exercise period -; old share certificate submission period -; expected trading suspension period -; creditor objection period: August 11, 2026 - September 29, 2026; merger effective date September 30, 2026; merger completion report meeting date October 1, 2026; expected merger registration date October 1, 2026; new share certificate delivery date -; new share listing date -.

11. Whether this constitutes a backdoor listing: Not applicable. 12. Whether another company's backdoor-listing requirements are met: Not applicable.

13. Matters relating to appraisal rights: As this is a small-scale merger, appraisal rights are not available under Article 527-3, Paragraph 5 of the Commercial Act. Expected purchase price -; exercise procedure/method/period/place -; payment timing/method -; restriction details -; effect on the agreement -.

14. Board resolution date: July 8, 2026. Outside directors' attendance: 3 attended, 0 absent. Auditor (non-outside-director audit committee member) attendance: -.

15. Whether a put option or similar contract was executed: No. Contract details: -.

16. Whether subject to filing a securities registration statement: No. Reason for exemption: this is a no-new-share-issuance merger, so there is no offer or sale of securities and filing is exempted.

17. Future corporate restructuring plans: As of the filing date, no finalized plans exist for restructuring to be pursued or planned after the merger.

18. Other important matters relevant to investment decisions: a. As this is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not available, and merger approval is replaced by board approval. b. Although pursued as a small-scale merger, under Article 527-3, Paragraph 4, if shareholders holding 20% or more of the surviving company's total issued shares give written notice of objection within two weeks of the merger announcement, the merger cannot proceed as a small-scale merger. c. The "financial details for the most recent fiscal year" of NHN Investment Co., Ltd. in item 8 above are as of 2025. d. Between the merger agreement date and the merger effective date, if grounds for termination/invalidation arise (regulatory requirements, force majeure, sudden economic change, material change in business condition, or other circumstances requiring amendment), the parties may by mutual agreement amend or terminate the merger agreement. e. The merger schedule above is the expected schedule as of this disclosure and may change depending on regulatory consultation, approval, and the parties' circumstances. f. This disclosure replaces the "Occurrence of Default/Dissolution Event, etc. of Invested Company" disclosure for NHN Investment Co., Ltd.

Related disclosures: None.

[Detailed Statement of Key Merger Matters]

1. Overview of the merger a. Basic matters: Surviving company NHN Corporation (location: 16 Daewangpangyo-ro 645beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do (Sampyeong-dong); CEO Jeong Woo-jin; KOSPI-listed). Dissolving company NHN Investment Co., Ltd. (location: 7F, KT&G Tower, 416 Yeongdong-daero, Gangnam-gu, Seoul (Daechi-dong); CEO Cha Dong-ha; unlisted). Purpose: to concentrate business capabilities and improve management efficiency through cost savings and efficient resource management. Not a backdoor listing. As of the filing date, NHN Corporation owns 100.00% of NHN Investment Co., Ltd.; merger ratio 1.0000000 : 0.0000000; no common shares issued; NHN Corporation remains the surviving company with no change in largest shareholder. No finalized restructuring plans exist post-merger. (2) Counterparty overview: see "2. Matters Relating to the Merger Counterparty Company" below. (3) Form of merger: NHN Corporation holds 100% of NHN Investment Co., Ltd.; upon completion NHN Corporation survives and NHN Investment Co., Ltd. is dissolved; a no-new-share-issuance small-scale merger under Article 527-3 of the Commercial Act, with board approval replacing shareholder approval; NHN Corporation remains KOSPI-listed; objection by holders of 20%+ of total issued shares within two weeks of announcement would block the small-scale procedure. (4) Key merger schedule: Board resolution on merger July 8, 2026; material event report filing July 8, 2026; shareholder register closure/record date announcement July 8, 2026 (company website); merger agreement date July 10, 2026; record date to confirm shareholders July 23, 2026; small-scale merger announcement July 23, 2026 (company website); objection notice period July 23, 2026 - August 6, 2026; board approval of merger August 10, 2026 (in lieu of shareholders' meeting); creditor objection announcement August 11, 2026 (company website); creditor objection period August 11, 2026 - September 29, 2026; merger effective date September 30, 2026; board resolution for merger completion report October 1, 2026 (in lieu of shareholders' meeting); merger completion report announcement October 1, 2026 (company website); expected merger registration date October 1, 2026. The "record date to confirm shareholders" determines shareholders entitled to object to the small-scale merger; the completion report meeting will be replaced by a board-resolved announcement; the schedule may change based on regulatory consultation and approval process. (5) Securities registration statement: Not applicable; exemption reason: no-new-share-issuance merger. (6) Conditions for completion: see "c. Investment Risk Factors" below.

b. Merger ratio and basis: NHN Corporation owns 100.00% of NHN Investment Co., Ltd. and issues no new shares, so the ratio is 1.0000000 : 0.0000000. External valuation not conducted for the same regulatory-exemption reason as above.

c. Investment risk factors relating to the merger 1) Risk factors making completion difficult: Per Article 11 (Amendment and Termination) of the merger agreement, if a material change occurs in either party's assets or business condition before the merger effective date (due to sudden business-environment change, rights offering, CB issuance, or other causes), the parties may by mutual agreement amend the merger terms or terminate the agreement. Per Article 14 (Effectiveness), the agreement takes effect from execution but becomes ineffective if a shareholder owning 20%+ of Party A's total issued shares objects to the small-scale merger, if either party fails to obtain the required board approval under Article 5, or if required governmental approval is not obtained. Shareholders objecting must file notice during the objection period; if objecting shareholders hold less than 20% of total issued shares, the merger proceeds as a small-scale merger without appraisal rights; if 20% or more object, the small-scale merger procedure will not be used. 2) Listing/delisting of new merger shares: Not applicable, as no new shares are issued (NHN Corporation already owns 100%); no delisting risk since this is not a backdoor listing. 3) Risk factors for investing in related securities: This is a small-scale merger of a wholly owned subsidiary; there are no securities subject to offer or sale. All assets, liabilities and other rights/obligations of NHN Investment Co., Ltd. will be assumed by NHN Corporation on the merger effective date without additional procedure; the financial impact is very limited, so no material investment risk factors are identified. 4) Option contracts related to the merger: Not applicable.

d. Appraisal rights: Not recognized, as this is a small-scale merger under Article 527-3 of the Commercial Act; board approval replaces shareholder approval.

e. Interests between the companies 1) Relationship: NHN Investment Co., Ltd. is a subsidiary of NHN Corporation (100% ownership). Interlocking officer: Choi Chang-ho (unregistered officer at NHN Corporation; registered auditor at NHN Investment Co., Ltd.). As NHN Corporation's major shareholder/related parties are related parties of NHN Investment Co., Ltd. due to the 100% ownership. No other competitive/complementary business relationship. 2) Transactions between the companies: NHN Corporation holds 100% (1,466,000 common shares) of NHN Investment Co., Ltd., booked as "Investments in subsidiaries, associates and joint ventures" at an acquisition cost of KRW 25,359,877 thousand (book value as of the filing date; no preferred shares exist). No fund transactions, debt guarantees, or collateral. Sales/purchase transactions with NHN Investment Co., Ltd. (KRW thousand): Q1 2026 - all nil; 2025 - other income (dividends received) of KRW 2,615,890 thousand; 2024 - other income (dividends received) of KRW 9,632,790 thousand; no operating receivables/payables transactions. 3) Transactions with major shareholders: Not applicable.

f. Other matters for investor protection: No past mergers; no change in governance structure (no-new-share-issuance merger); no change in NHN Corporation's total issued shares or capital stock post-merger; NHN Corporation directors serve out fixed terms per the inter-company agreement (notwithstanding Article 527-4(1) of the Commercial Act); NHN Investment Co., Ltd.'s directors and auditor lose their positions on the merger registration date; post-merger plan is to concentrate business capabilities and improve efficiency via cost savings and resource management.

2. Matters relating to the merger counterparty company a. Overview: Legal/commercial name NHN Investment Co., Ltd.; established April 12, 2010; head office 7F, 416 Yeongdong-daero, Gangnam-gu, Seoul (Daechi-dong); not an SME; representative Cha Dong-ha; main business: contributions to investment partnerships and collective investment schemes, etc.; business group name: NHN. b. Business description: Established April 12, 2010 to make contributions to investment partnerships/collective investment schemes and conduct business management consulting and services. c. Financial matters Summary statement of financial position (KRW): 2025 / 2024 / 2023 - Current assets: 10,740,634,638 / 8,003,463,096 / 21,363,249,056 Non-current assets: 49,914,122,002 / 22,723,431,529 / 20,452,614,891 Total assets: 60,654,756,640 / 30,726,894,625 / 41,815,863,947 Current liabilities: 410,287,743 / 56,933,245 / 2,661,704,908 Non-current liabilities: 8,394,723,672 / 1,452,875,143 / 1,375,576,547 Total liabilities: 8,805,011,415 / 1,509,808,388 / 4,037,281,455 Capital stock: 7,330,000,000 / 10,745,000,000 / 11,310,000,000 Capital surplus: 4,366,276,200 / 3,567,166,200 / 3,434,956,200 Accumulated other comprehensive income: 35,206,731,557 / 12,835,208,702 / 11,332,416,782 Retained earnings: 4,946,737,468 / 2,069,711,335 / 11,701,209,510 Total equity: 51,849,745,225 / 29,217,086,237 / 37,778,582,492 Total liabilities and equity: 60,654,756,640 / 30,726,894,625 / 41,815,863,947

Summary income statement (KRW), 2025 / 2024 / 2023: Operating revenue: 6,370,663,510 / 249,022,645 / 17,553,863,079 (of which interest income 101,933,989 / 124,217,427 / 171,867,843; gain on valuation/disposal of securities 6,228,729,516 / 102,805,218 / 13,563,801,993; fee income - / - / 3,764,650,434; dividend income 40,000,000 / 20,000,000 / 51,542,800; other operating revenue 5 / 2,000,000 / 2,000,009) Operating expenses: 1,865,998,140 / 1,308,580,520 / 3,164,775,159 (of which loss on valuation/disposal of securities 440,040,000 / 128,443,417 / 34,104,317; fee expense 213,881,085 / 242,048,132 / 311,613,716; G&A expenses 1,212,077,055 / 938,088,971 / 2,819,057,126) Operating income (loss): 4,504,665,370 / -1,059,557,875 / 14,389,087,920 Non-operating income: - / - / -; Non-operating expenses: - / - / - Income before tax: 4,504,665,370 / -1,059,557,875 / 14,389,087,920 Income tax expense: 1,627,639,237 / -628,059,700 / 4,263,531,279 Net income (loss): 2,877,026,133 / -431,498,175 / 10,125,556,641

d. Auditor's opinion: 16th fiscal year - Samjong Accounting Corporation, Unqualified; 15th fiscal year - Samjong Accounting Corporation, Unqualified; 14th fiscal year - Samjong Accounting Corporation, Unqualified.

e. Board and corporate bodies: Unlisted company with 3 directors and 1 auditor; Cha Dong-ha serves as CEO and board chairman; no board committees. Key resolutions: Session 1 (Feb 11, 2026), approval of 16th fiscal year (2025) financial statements, approved as proposed (Cha Dong-ha: For; Lee Seul-gi: For; Lee Ji-yoon: Absent; attendance rates 100%/100%/66.7%); Session 2 (Mar 6, 2026), convening the 16th ordinary general meeting, approved as proposed, all For; Session 3 (Mar 13, 2026), convening an extraordinary general meeting, approved as proposed, all For. Auditor: Choi Chang-ho, appointed March 24, 2025. No cumulative/written/electronic voting adopted; no minority shareholder rights exercised; no management-control contest.

f. Shareholders: NHN Corporation owns 100% of NHN Investment Co., Ltd. as of the filing date. g. Officers/employees: 4 total officers/employees as of end of Q1 2026. h. Affiliates: Part of the NHN business group; refer to NHN Corporation's periodic reports for details. i. Other investor-protection matters: No material litigation, no other contingent liabilities, no sanctions.