TOVIS

051360 · KOSDAQ · Consumer Discretionary · SMALL CAP

[Amended] Material event report (spin-off)

TOVIS Co., Ltd. amended its material event report on splitting off its automotive electronics display business into a new company, Neovue Co., Ltd., pushing back the trading-halt end date from July 19, 2026 to July 26, 2026 and the new shares' listing date from July 20, 2026 to July 27, 2026.

M&A([Amended] Material event report (spin-off))· FILED 2026-07-10· RCEPT 20260710000095

What happened

Amendment Report (Filing), version 6.0, TOVIS Co., Ltd., July 10, 2026

1. Disclosure document being amended: Material Event Report (Decision on Corporate Spin-off) 2. Original filing date of the document being amended: November 5, 2025

Filing history: November 5, 2025 original filing; amended on December 11, 2025; February 25, 2026; March 12, 2026; March 27, 2026; and July 10, 2026 (this filing), each titled "[Amended] Material Event Report (Decision on Corporate Spin-off)."

3. Amendment details Item: 8. Matters concerning capital reduction - Expected trading-halt period; Reason: schedule change due to consultation with relevant authorities and administrative procedures; Before: end date 2026.07.19; After: end date 2026.07.26 Item: 8. Matters concerning capital reduction - Expected listing date of new shares; Reason: schedule change due to consultation with relevant authorities and administrative procedures; Before: 2026.07.20; After: 2026.07.27

Material Event Report / Exchange Reporting Obligation Matter To the Financial Services Commission / Korea Exchange, November 5, 2025 Company name: TOVIS Co., Ltd. CEO: Kim Yong-beom, Ha Hee-jo Head office address: 15 Harmony-ro 226beon-gil, Yeonsu-gu, Incheon (Phone) 032-712-5100 (Website) https://www.tovism.com Preparer in charge: (Title) CFO (Name) Kim Yong-su (Phone) 032-712-5100

Decision on Corporate Spin-off

1. Spin-off method (1) Pursuant to Articles 530-2 through 530-11 of the Commercial Act, this is a simple, person-type (pro-rata) spin-off in which shareholders of the spin-off company are allotted shares of the newly incorporated spin-off company in proportion to their shareholding ratio as of the record date for allotment of new shares. The automotive electronics display business segment (the "business segment subject to spin-off") will be split off to form a newly incorporated spin-off company, while the spin-off company continues to exist and operate the casino monitor business segment. After the spin-off, the newly incorporated spin-off company's shares are to be relisted on KOSDAQ after a relisting review, while the surviving spin-off company's shares undergo a listing change. [Surviving spin-off company] Company name: TOVIS Co., Ltd., Business: casino display business and other segments excluding the segment being split off. [Newly incorporated spin-off company] Company name: Neovue Co., Ltd. (tentative name), Business: automotive electronics display business segment. Note: the trade names may be changed at the general meeting approving the spin-off plan, after separate board approval. (2) The spin-off effective date is July 1, 2026 (00:00), subject to change by board resolution. (3) The spin-off requires a special resolution of the general meeting under Article 530-3(1)-(2) of the Commercial Act; under Article 530-9(1), the surviving and newly incorporated companies are jointly and severally liable for the spin-off company's pre-spin-off debts. (4) Because of this joint and several liability, if one company discharges a debt properly belonging to the other and thereby achieves a joint release from liability, it may exercise a right of indemnity against the other. (5) Property transferred by the spin-off follows Article 2, Item 5 ("Property to Be Transferred to the Newly Incorporated Spin-off Company and Its Value") of the spin-off plan; where it is unclear whether property is subject to the spin-off, paragraphs (6)-(9) below govern. (6) Unless otherwise specified, all property, rights, obligations and factual relationships having property value (including permits, labor relationships, contracts and litigation) follow [Attachment 2] List of Property to Be Succeeded To; matters not listed there belong, in principle, to the newly incorporated spin-off company if related to the business segment subject to spin-off, and otherwise to the surviving spin-off company. (7) Unless otherwise specified, assets, contracts, rights and obligations relating to the business segment subject to spin-off are allocated to the newly incorporated spin-off company and others to the surviving spin-off company, with the actual amounts of assets, liabilities and capital decided taking into account the two companies' respective listing requirements and qualified-spin-off requirements under relevant law. (8) Debts (including contingent debts) relating to pre-spin-off-effective-date acts or facts that surface or become fixed later, or that existed but went unrecognized and so are not reflected in the spin-off plan, belong to the newly incorporated spin-off company if they relate to the business segment subject to spin-off, and otherwise to the surviving spin-off company; if the segment cannot be determined, such debts are allocated between the two companies in proportion to the split net-asset ratio. (9) The same treatment in (8) applies to receivables or other rights not reflected in the spin-off plan. (10) Pre-spin-off-effective-date lawsuits to which the spin-off company is a party belong to the newly incorporated spin-off company if related to the business segment subject to spin-off, and otherwise to the surviving spin-off company.

2. Purpose of the spin-off (1) To enhance business specialization and management efficiency and build a governance structure letting the automotive electronics display business grow independently over the long term. (2) After the spin-off, the surviving company focuses on casino monitors and the newly incorporated company on automotive electronics displays, each strengthening competitiveness and independent, accountable management, thereby diversifying investment and management risk. (3) This is intended to establish swift, flexible, specialized decision-making for each business, improve financial structure, and ultimately raise overall corporate and shareholder value.

3. Material effects of the spin-off (1) Strengthening competitiveness through clearer decision-making and efficient allocation of management resources per business segment, maximizing growth potential and minimizing management risk. (2) Enhancing governance transparency to maximize corporate value and, through strengthened core competencies, promote long-term growth and shareholder value.

4. Spin-off ratio Calculated by dividing the newly incorporated spin-off company's net asset book value by the pre-spin-off net asset book value, based on the statement of financial position as of June 30, 2025. Surviving spin-off company: 0.6463178. Newly incorporated spin-off company: 0.3536822. Basis: newly incorporated company's net assets (KRW 95,557 million) / pre-spin-off net assets (KRW 270,179 million) = 0.3536822.

5. Business and property to be transferred by the spin-off (1) The spin-off company transfers to the newly incorporated spin-off company all active and passive property, and other rights, obligations and factual relationships having property value (including permits, labor relationships, contracts, intellectual property, litigation and disputes) belonging to the business segment subject to spin-off (the "transferred property"). Rights or obligations whose transfer by spin-off is legally prohibited, or that cannot practically be separated between the two segments, remain with the surviving spin-off company; items that need to transfer but cannot do so before the spin-off effective date are handled by agreement, with the surviving company having the newly incorporated company transfer them afterward. The surviving company will give the newly incorporated company the cooperation needed (including entering related contracts) to keep operating the business in the same way as before the spin-off. (2) In principle, the transferred property follows [Attachment 1] Statement of Financial Position for the Spin-off and [Attachment 2] List of Property to Be Succeeded To, based on the statement of financial position as of June 30, 2025, adjusted for additional changes before the spin-off effective date (July 1, 2026). (3) The final value of each item of transferred property is determined after confirmation, based on appraisal by a reputable appraisal corporation or review by a certified public accountant; property difficult to value or reflect in the attachments is allocated per Article 2.a (Spin-off Method). (4) Changes in the business segment's assets and liabilities before the spin-off effective date, from business or financial activities, implementation of plans, or changes in law or accounting standards, or omissions/errors discovered in the list of property to be succeeded to, may be corrected or added, with resulting changes reflected in Attachments 1 and 2. (5) Pre-spin-off litigation belonging to the newly incorporated company is listed in [Attachment 6] List of Litigation to Be Succeeded To; real estate (including related superficies, easements, chonsegwon, leasehold rights and mortgages) belonging to the newly incorporated company is listed in [Attachment 7] List of Real Estate to Be Succeeded To. Items omitted or misstated there are allocated to whichever company the underlying business segment belongs to. (6) All intellectual property rights (trademarks, designs, patents, utility models, registered or applied-for, and related rights/obligations) held domestically or abroad before the spin-off effective date belong to the newly incorporated company if related to the business segment subject to spin-off, and otherwise to the surviving company; those belonging to the newly incorporated company are listed in [Attachment 8] List of Intellectual Property Rights to Be Succeeded To, with the same allocation rule for omissions or errors. (7) Mortgages, pledges and other security interests securing contractual relationships (including those arising in connection with the transferred property) belong to the newly incorporated company; the spin-off company must obtain necessary notices/consents and otherwise cooperate in transferring contracts. Shares/equity interests listed in Attachment 8 owned by the spin-off company in connection with transferred contracts are succeeded to by the newly incorporated company. (8) Permits and licenses to be succeeded to by the newly incorporated company are listed in [Attachment 9] List of Permits and Licenses to Be Succeeded To, with the same allocation rule for omissions or errors; both companies agree to take the legally required measures for this succession.

6. Surviving company after the spin-off Company name: TOVIS Co., Ltd. (TOVIS Co., Ltd.) Post-spin-off financials (KRW): total assets 314,045,535,772; total liabilities 139,423,889,150; total equity 174,621,646,622; capital stock 5,720,441,500 Most recent fiscal year revenue of the surviving segment as of June 30, 2025 (KRW): 269,264,210,052 Main business: casino display business segment Listing maintained after the spin-off: Yes

7. Newly incorporated spin-off company Company name: Neovue Co., Ltd. (Neovue CO., LTD) Financials at incorporation (KRW): total assets 184,792,041,567; total liabilities 89,234,451,457; total equity 95,557,590,110; capital stock 2,638,087,500 Most recent fiscal year revenue of the newly incorporated segment as of June 30, 2025 (KRW): 268,308,294,273 Main business: automotive electronics display business segment Relisting application: Yes

8. Matters concerning capital reduction Capital reduction ratio: 35.36822% Old share certificate submission period: start date,; end date Expected trading-halt period: start date 2026.06.29; end date 2026.07.26 New-share allotment conditions: (1) allotted to shareholders registered as of the spin-off's record date for allotment; (2) allotment ratio per common share calculated as (a) spin-off ratio 0.3536822 times (b) per-share par value ratio (KRW 500 / KRW 500 = 1); shares of the same class are allotted in proportion to shareholders' holdings as of the record date, with fractional shares converted to cash at the first relisting-day closing price and acquired by the newly incorporated company as treasury shares. Record date for allotment of new shares: 2026.06.30 Expected date of delivery of new share certificates: - Expected listing date of new shares: 2026.07.27

9. Spin-off schedule Board resolution date: 2025.11.05 (outside directors present: 3, absent: 0; audit committee member present) Record date for determining shareholders: 2026.03.31 Shareholder register closure period: start,; end Period for notices of opposition to the spin-off: start,; end Expected general meeting date: 2026.06.02 Appraisal right exercise period: start,; end Creditor objection period: start,; end Spin-off effective date: 2026.07.01 Final reporting general meeting date: 2026.07.01 Expected spin-off registration date: 2026.07.02

10. Matters concerning appraisal (stock purchase request) rights Exercise requirements, expected purchase price, exercise procedure/method/period/place, expected payment timing/method, restrictions, and effect on the contract: all not applicable / not stated (, ).

11. Put option or similar contract: No. Contract details:. 12. Securities registration statement filing required: Yes. Exemption reason, if any:. 13. Plans for future corporate restructuring: the spin-off company will split, effective July 1, 2026 (00:00), into the newly incorporated company Neovue Co., Ltd. (tentative name) and the surviving company TOVIS Co., Ltd.; the newly incorporated company's shares are to be relisted on KOSDAQ after a relisting review, and the surviving company's shares undergo a listing change. 14. Review of pursuing a physical (incorporation-type) spin-off: not applicable, this is a simple, person-type spin-off. 15. Shareholder protection measures for a physical spin-off: not applicable, this is a simple, person-type spin-off.

16. Other material matters relevant to investment decisions (1) Amendment of the spin-off plan: the plan may be partially modified by the board or CEO due to changes in business circumstances, the course of consultation with authorities, or legal changes, and may also change during approval by the general meeting. Once the spin-off approval general meeting (scheduled June 2, 2026) approves it, items such as company names/addresses, the spin-off schedule and ratio, capital/reserves to be reduced, transferred property and value, pre/post financial structure, classes and numbers of new shares, directors/auditors and first-year compensation limits, and the articles of incorporation may be modified before the registration date without further shareholder approval, provided the change is reasonably necessary and not disadvantageous to shareholders, or does not alter the essential identity of the matter; such changes take effect upon public announcement or disclosure. (2) Matters not specified in the plan may be decided by board resolution or, by delegation, the CEO, consistent with the plan's purpose. (3) The spin-off reporting meeting and inaugural general meeting may be replaced by board resolution and announcement. (4) Handover matters (documents, data and facts relating to the business segment subject to spin-off) between the two companies follow a separate agreement between them. (5) Appraisal rights of dissenting shareholders: not applicable, as this is a simple, person-type spin-off under Commercial Act Articles 530-2 to 530-11 and the newly incorporated company's shares are to be relisted on KOSDAQ. (6) Creditor protection procedures: not undertaken, as both companies bear joint and several liability for the spin-off company's pre-spin-off debts. (7) Succession of employees and retirement benefits: the newly incorporated company succeeds to the employment and related legal relationships (including retirement benefits and loans) of all employees of the business segment subject to spin-off as of the spin-off effective date. (8) Transfer of personal information: the newly incorporated company receives all personal information relating to the business segment subject to spin-off as of the spin-off effective date under the Personal Information Protection Act, and the spin-off company will give the required notices within statutory deadlines. (9) Major spin-off schedule: board resolution date November 5, 2025; material event report filing date November 5, 2025; preliminary listing review application date November 5, 2025; record date for determining shareholders for the spin-off general meeting March 31, 2026; securities registration statement filing date (expected) April 2, 2026; securities registration statement effective date (expected) May 4, 2026; prospectus filing date (expected) May 4, 2026; notice and announcement of the general meeting May 8, 2026; general meeting date to approve the spin-off plan June 2, 2026; spin-off effective date July 1, 2026; spin-off reporting/inaugural general meeting date July 1, 2026; expected date of application for spin-off registration July 2, 2026. Note 1) The schedule may change with relevant laws and consultation with authorities. Note 2) The "record date for determining shareholders" is the date fixing which shareholders may vote or express opposition on the spin-off plan at the general meeting. Note 3) The spin-off reporting meeting and inaugural general meeting are expected to be replaced by board resolution and announcement. Note 4) Financial statements of the business segment subject to spin-off will be available at the spin-off company's head office from about two weeks before the approval general meeting. Note 5) The spin-off approval general meeting requires a special resolution under Commercial Act Article 530-3(2): at least two-thirds of attending shareholders' voting rights and at least one-third of total issued shares. Note 6) The spin-off company may hold a separate board meeting to approve any material change to the plan.

Related disclosures: None

Filed2026-07-10, [Amended] Material event report (spin-off)
SourceDART rcept 20260710000095 → open original filing

Source: DART. Information only, not investment advice.

For informational purposes only. This is not investment advice, a recommendation, or a solicitation to buy or sell any security. Do your own research; any investment decision is your own responsibility.

Data from DART, Korea's official corporate-filing system. Data sourced from official DART filings. Accuracy is not guaranteed. Figures are as of the date shown. As of 2026-07-10 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).