[Amended] Material event report (merger)

What happened

Resolution to Merge Companies (6.1), Asiana Airlines Co., Ltd., Correction Report (Filing), July 13, 2026

1. Disclosure document being corrected: Material Event Report (Resolution to Merge Companies) 2. Original filing date of the document being corrected: May 13, 2026

Filing history: - May 13, 2026: Material Event Report (Resolution to Merge Companies), original filing - June 26, 2026: [Amended] Material Event Report (Resolution to Merge Companies), 1st amendment - July 13, 2026: [Amended] Material Event Report (Resolution to Merge Companies), 2nd amendment ("blue text"), this filing

3. Items corrected Item 17 (Future corporate restructuring plans), Reason: corrected at regulator's request Item 18 (Other material matters relevant to investment decisions), Reason: corrected at regulator's request

Summary of the correction to Item 17: The original (pre-correction) text of Item 17 stated only that, as of the filing date, nothing had been finalized regarding post-merger corporate restructuring of the low-cost-carrier (LCC) and support-business subsidiaries of Korean Air and Asiana, and that disclosure would follow once each company's board resolved on specifics. The corrected text (set out in full under Item 17 of the complete report below) adds that Korean Air is reviewing integrating its three affiliated LCCs, Jin Air Co., Ltd., Air Busan Co., Ltd. and Air Seoul Co., Ltd., within the first quarter of 2027, having obtained operating-standard (OpSpec A502) change approval from the Ministry of Land, Infrastructure and Transport in April 2026, and adds a detailed discussion of the Monopoly Regulation and Fair Trade Act ("Fair Trade Act") holding-company restrictions affecting Hanjin KAL Co., Ltd., Korean Air and Asiana, including a December 11, 2026 24:00 deadline.

Summary of the correction to Item 18: The original (pre-correction) text of Item 18 (sub-item "Reu") stated briefly that Asiana, in order to fulfill the directors' duty of loyalty under Article 382-3 of the Commercial Act and to implement fairness-enhancing measures under the Ministry of Justice's "Guidelines on the Conduct of Directors in Corporate Reorganizations," had operated its ESG Committee (composed of outside directors) as a special committee and obtained review from independent external experts (an accounting firm and a law firm), and that the ESG Committee had met twice before the board resolution and had concluded the merger did not harm the interests of all shareholders or unfairly disadvantage minority shareholders. The corrected text (set out in full under Item 18 of the complete report below) expands this into a comprehensive disclosure, renumbered as Item 18 "Other material matters relevant to investment decisions", covering the Special Committee's composition, independence and expertise, its authority, the two Special Committee meetings and their agendas, the external experts engaged (Bae, Kim & Lee LLC and Samil PwC), their independence (including the review of outside director Pyo In-su's position as an advisor to Bae, Kim & Lee), the valuation methodology and results, alternatives considered to the merger, the general-shareholder communication plan (FAQ) and the shareholder briefing session held on June 19, 2026.

The complete corrected report follows.

================================================================================ MATERIAL EVENT REPORT / STOCK EXCHANGE DISCLOSURE MATTER ================================================================================ To: Financial Services Commission / Korea Exchange Date: May 13, 2026 Company name: Asiana Airlines Co., Ltd. Representative Director: Song Bo-young Head office address: 443-83 Ojeong-ro, Gangseo-gu, Seoul Phone: 02-2669-3114, Website: http://www.flyasiana.com/ Preparer: Lee Seung-cheol, Finance Department, Phone: 02-2669-5240

RESOLUTION TO MERGE COMPANIES

1. Merger method Korean Air Lines Co., Ltd. ("Korean Air") will merge by absorption with its subsidiary Asiana Airlines Co., Ltd. ("Asiana"). - Surviving company: Korean Air - Dissolving company: Asiana - Trade name of the surviving company after the merger: Korean Air Lines Co., Ltd. - Merger form: Not applicable

2. Purpose of the merger The merging companies are pursuing this merger to create synergies through the integration of management resources, strengthen business competitiveness and improve management efficiency. They also aim to improve corporate governance so as to achieve sustained growth of the surviving company after the merger and thereby maximize shareholder value.

3. Material impact and effects of the merger (1) Effect on management: The surviving company will be Korean Air; Asiana will be dissolved. Korean Air will fully succeed to Asiana's business. As of the filing date, Korean Air's largest shareholder is Hanjin KAL Co., Ltd. with a 26.13% stake, and Asiana's largest shareholder is Korean Air with a 63.88% stake. After the merger, Korean Air's largest shareholder's stake is expected to change to 24.76%, with no change in the identity of the largest shareholder. Asiana will be dissolved upon absorption into Korean Air. (2) Effect on finances: Post-merger integration (PMI) covering aircraft maintenance, ground handling and in-flight catering is expected to reduce fixed costs through economies of scale, and consolidation of overseas offices and sales networks is expected to reduce duplicate overhead. Centralized liquidity management and improved cash generation are expected to support optimized aircraft investment and improved financial leverage. However, because Asiana carries a high pre-merger debt ratio and substantial borrowings and lease liabilities, Korean Air will comprehensively assume these upon merger, which may cause a short-term increase in the surviving company's debt ratio and leverage; medium- to long-term financial stability is expected to improve through integrated cash flow, cost synergies and expanded network revenue. (3) Effect on operations: The merger is expected to strengthen core competitiveness by integrating the two companies' route networks and operating capacity, and to strengthen medium- to long-term business competitiveness through expanded passenger network capacity and portfolio diversification into higher value-added areas such as MRO (maintenance, repair and overhaul). As a parent-subsidiary merger under the Commercial Act, no domestic competition-authority merger filing is required, though certain overseas competition filings will be made separately. Expected benefits include expanded transfer/connection demand through the integrated network, expanded codeshare via the SkyTeam alliance, and operational efficiencies on key international routes to the Americas, Europe and Southeast Asia. PMI will also unify the two companies' previously separate mileage programs, ground handling and in-flight service systems. (4) Effect on shareholder value: As of the new-share allotment record date (the business day immediately preceding the merger date), each Asiana common share will be converted into 0.2736432 Korean Air common shares. No merger new shares will be allotted for Asiana common shares held by Korean Air, Asiana's own treasury shares, or treasury shares Asiana acquires through dissenting shareholders' exercise of appraisal rights. The merger is expected to resolve the parent/subsidiary dual-listing issue for Korean Air shareholders and allow the surviving company's fair value to be properly reflected in the market; Asiana shareholders are expected to benefit from the surviving company's enhanced competitiveness and profitability and from improved financial stability.

4. Merger ratio Korean Air : Asiana = 1 : 0.2736432 The reference share prices were calculated as of the business day preceding the board resolution date, by averaging (i) the one-month volume-weighted average closing price, (ii) the one-week volume-weighted average closing price and (iii) the most recent closing price. (Special purpose acquisition company dissolution-merger multiple of last trading-day closing price to listing-day base price: not applicable)

5. Basis for calculating the merger ratio Both Korean Air and Asiana are listed on the KRX KOSPI market, so the merger value was calculated under Article 176-5(1)(1) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act ("FSCMA"), and the merger ratio was derived from that value.

(a) Merger value of Korean Air's registered common shares The market-price-based merger value of KRX-listed Korean Air common shares was calculated, per Article 176-5(1)(1) of the FSCMA Enforcement Decree, using May 12, 2026 (the business day preceding the earlier of the board resolution date of May 13, 2026 and the merger-agreement execution date of May 14, 2026) as the reference date, by averaging the one-month volume-weighted average closing price, the one-week volume-weighted average closing price, and the most recent closing price. No premium or discount was applied. - One-month volume-weighted average closing price (April 13, 2026~May 12, 2026): 25,345 won - One-week volume-weighted average closing price (May 6, 2026~May 12, 2026): 26,032 won - Most recent closing price (May 12, 2026): 24,850 won - Korean Air merger value: 25,409 won

(b) Merger value of Asiana's registered common shares Calculated the same way, using the same May 12, 2026 reference date. No premium or discount was applied. - One-month volume-weighted average closing price (April 13, 2026~May 12, 2026): 7,063 won - One-week volume-weighted average closing price (May 6, 2026~May 12, 2026): 6,987 won - Most recent closing price (May 12, 2026): 6,810 won - Asiana merger value: 6,953 won

Accordingly, the merger ratio was set at 1 : 0.2736432 (Korean Air : Asiana). - Corporate value: surviving company (Korean Air, common-share basis) 9,356,118,775,349 won; dissolving company (Asiana) 1,432,253,413,583 won.

6. External valuation External valuation required: Not applicable. Basis/reason: Because this is a merger between two companies both listed on the KRX KOSPI market, the merger value was calculated under Article 165-4 of the FSCMA and Article 176-5(1)(1) of its Enforcement Decree, and the merger ratio derived from that value; accordingly no external valuation institution's appraisal is required. External valuation institution name: N/A. External valuation period: N/A. External valuation opinion: N/A.

7. Type and number of merger new shares Common shares: 20,337,721. Special class shares: None.

8. Merger counterparty Company name: Korean Air Lines Co., Ltd. Main business: passenger air transport Relationship to Asiana: largest shareholder Most recent fiscal year financial information (KRW): Total assets 50,406,072,098,945; Capital stock 1,846,657,275,000; Total liabilities 38,946,973,671,652; Revenue 25,225,542,379,502; Total equity 11,459,098,427,293; Net income 647,272,880,287 External audit: Samjong KPMG, audit opinion: unqualified ("appropriate") (Special purpose acquisition company dissolution-merger items, representative, date of incorporation, head office, expected securities-registration-statement filing date: not applicable)

9. Newly incorporated merger company Not applicable (no new company is being incorporated by the merger; company name, incorporation-date financial details, post-merger segment revenue, main business and re-listing application are all not applicable).

10. Merger schedule - Merger agreement date: May 14, 2026 - Shareholder record date: June 30, 2026 - Shareholder register closure period: not applicable - Dissent-notice receipt period: July 28, 2026, August 11, 2026 - Expected general meeting date: August 12, 2026 - Appraisal-rights exercise period: August 12, 2026, September 1, 2026 - Old share-certificate submission period: not applicable - Expected trading-halt period: December 14, 2026, January 3, 2027 - Creditor-objection period: August 13, 2026, September 14, 2026 - Merger date (effective date): December 16, 2026 - Closing-report general meeting date: December 17, 2026 - Expected merger registration date: December 17, 2026 - New share-certificate delivery date: not applicable - Expected new-share listing date: January 4, 2027

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

13. Appraisal rights (share purchase request right) Exercise requirements: Under Article 522-3 of the Commercial Act and Article 165-5 of the FSCMA, a shareholder recorded in the shareholder register as of the record date (June 30, 2026) who opposes the board resolution on the merger may, by giving the company written notice of dissent before the general meeting (receipt period: July 28, 2026, August 11, 2026), demand within 20 days of the resolution date that the company purchase all or part of the shares the shareholder holds, specifying the class and number of shares in writing. Once exercised, appraisal rights cannot be withdrawn without the company's consent. Under Commercial Act Article 368-2, a shareholder holding two or more votes who will not exercise them uniformly must notify the company in writing or electronically three days before the general meeting of that fact and the reason. However, under FSCMA Article 165-5(1) and Enforcement Decree Article 176-7(2), appraisal rights are available only to a shareholder who can show the shares were acquired before the dissolving company's board resolution was publicly disclosed, or who can show that, by the business day after the disclosure date (May 14, 2026), (i) a purchase contract for the shares was concluded, (ii) a securities-lending agreement on the shares was terminated, or (iii) another legal act of acquisition occurred, and only for shares continuously held through the date of exercise; shares sold and reacquired within that period lose appraisal rights. The company must purchase the shares within one month of the end of the appraisal-rights exercise period per FSCMA Article 165-5(2). Expected payment date for the purchase price: October 1, 2026 (subject to change). Expected purchase price: 7,030 won. Exercise procedure, method, period and location: See details below (sub-items "Sa" and "A" under Item 18). Note: Korean Air, as the surviving company, is proceeding with this as a small-scale merger under Commercial Act Article 527-3, so no appraisal rights arise for Korean Air shareholders.

14. Board resolution date: May 13, 2026 - Outside directors present: 4; absent: 0 - Audit committee member (non-outside-director auditor) attendance: not applicable

15. Put option or similar contracts: No. Contract details: not applicable.

16. Subject to securities-registration-statement filing: No. Reason exemption was granted: Korean Air, the surviving company, filed the merger securities registration statement on June 25, 2026.

17. Future corporate restructuring plans In parallel with this merger and the related integration process, as of the date of the securities registration statement Korean Air is reviewing a plan to integrate its affiliated low-cost carriers (LCCs), Jin Air Co., Ltd., Air Busan Co., Ltd. and Air Seoul Co., Ltd., within the first quarter of 2027. In connection with the three-LCC integration, Korean Air obtained operating-standard (OpSpec A502) change approval from the Ministry of Land, Infrastructure and Transport in April 2026, securing a lawful and stable regulatory basis for proceeding. However, as of the securities-registration-statement date, the specific integration method, schedule, merger ratio and other transaction terms and detailed procedures for the three-LCC integration have not been finalized and may change based on consultation with relevant authorities and each company's internal board resolutions. The restructuring approach for support-business affiliates (ground handling, IT, etc.) will be decided sequentially after completion of the LCC integration, taking into account the overall management environment and synergy effects. Korean Air and the relevant affiliates will disclose any such plans once they become concrete and a disclosure obligation arises.

Separately, because Asiana became a step-subsidiary ("grandchild company") of holding company Hanjin KAL Co., Ltd. on December 12, 2024, it became subject to the holding-company conduct restrictions under the Monopoly Regulation and Fair Trade Act ("Fair Trade Act"). The Fair Trade Act restricts subsidiaries, grandchild companies, etc. within a holding-company structure from holding shares of domestic affiliates except under strict conditions, in order to prevent complex cross-shareholding. Accordingly, Hanjin KAL and its subsidiary Korean Air must comply with the general holding-company conduct restrictions under Article 18 of the Fair Trade Act. Asiana was granted a 2-year grace period from the date it became Hanjin KAL's grandchild company to resolve the resulting violations, meaning the violation must be resolved by 24:00 on December 11, 2026. The main affiliates subject to resolution are Air Busan Co., Ltd., Asiana IDT Co., Ltd., Hanjin Saver Co., Ltd. and Asiana T&I Co., Ltd. - Asiana (a grandchild company of Hanjin KAL and the dissolving company in this merger) holds approximately 58.40% of Air Busan's common shares, approximately 76.22% of Asiana IDT's common shares, and approximately 80% of Hanjin Saver's common shares. Because a grandchild company may not hold shares of a domestic affiliate except where it holds the entire issued share capital, this violates the Fair Trade Act, and the surviving company is reviewing applying for an extension of the grace period under Article 18(6) of the Fair Trade Act. As a contingency should the extension not be granted or not be decided before the grace period expires, the surviving company is also reviewing acquiring the relevant shares from Asiana. - In addition, great-grandchild companies of the holding company, Asiana IDT, Asiana Airport Co., Ltd. and Hanjin Saver, hold 40%, 24% and 16%, respectively, of Asiana T&I's common shares, which violates the Fair Trade Act prohibition on great-grandchild companies holding any domestic affiliate's shares. To resolve this, the companies are pursuing dissolution and liquidation of Asiana T&I within the grace period, in consultation with Kumho Construction Co., Ltd., which holds the remaining 20% of Asiana T&I's common shares. - Under Article 18(4)(1) and (5)(1) of the Fair Trade Act, a general holding company's grandchild and great-grandchild companies are each granted a 2-year grace period from the date they became a grandchild/great-grandchild company to continue holding domestic affiliate shares. Here, the reference date is December 12, 2024, when Korean Air acquired a 63.88% stake in Asiana and became its largest shareholder, so the merging companies must resolve the above conduct-restriction requirements by the grace-period expiry of December 11, 2026. However, where grounds under Article 18(6) of the Fair Trade Act are recognized, the grace period may be extended by 2 years with Korea Fair Trade Commission (KFTC) approval. - The grace-period extension application, share acquisition, and dissolution/liquidation of Asiana T&I are all being reviewed as measures to resolve the regulatory risk of a possible Fair Trade Act holding-company conduct-restriction violation, thereby avoiding reputational damage and the economic/legal burden of possible sanctions, and so as to enhance the merging companies' corporate value. As of the date of this securities registration statement, however, whether a grace-period extension application will be made and whether it would be approved, and the specific implementation of any share acquisition or the dissolution/liquidation of Asiana T&I, have not been finalized, and will depend on consultation with the KFTC, external valuation results, tax/accounting review, related licensing/filing procedures and board approvals. If and when specifics on resolving the conduct restrictions are finalized, the merging companies will disclose this to shareholders and the market under applicable law and disclosure rules.

18. Other material matters relevant to investment decisions (a) Under Commercial Act Articles 522 and 434, approval of the merger at the general meeting of shareholders is a special resolution matter. If the extraordinary general meeting (EGM) called to approve the merger fails to obtain approval by at least two-thirds of the voting rights of shareholders present and at least one-third of the total issued shares, the merger may fail. (b) The merger proceeds by the surviving company issuing new shares to the dissolving company's shareholders; other than payment for fractional shares, no merger consideration or other cash will be paid to the dissolving company's shareholders. (c) Item 7 above ("Type and number of merger new shares") may change depending on the results of Asiana shareholders' exercise of appraisal rights and the treatment of fractional shares. (d) The "most recent fiscal year financial information" in Item 8 above is based on Korean Air's consolidated financial statements as of the end of 2025. (e) The "merger schedule" in Item 10 above is the expected schedule as of the filing date and may change depending on required regulatory approvals and consultations/approvals with relevant authorities. (f) The closing-report general meeting in the "merger schedule" in Item 10 above will, per Commercial Act Article 526(3), instead consist of a board resolution and public notice of merger completion on December 17, 2026. (g) Further detail on the expected purchase price in "Appraisal rights" in Item 13 above is set out below. FSCMA Article 165-5(3) provides that the purchase price is to be determined by agreement between the shareholder and the company; absent agreement, the price is to be the price calculated under FSCMA Enforcement Decree Article 176-7(3), based on the trading price of the shares on the exchange before the board resolution date; and if either the company or the requesting shareholder still disagrees with that price, either may apply to a court to determine the purchase price. Investors who disagree with the purchase price may therefore apply to a court for a determination.

The price calculated under FSCMA Enforcement Decree Article 176-7(3) is set out below; Asiana has adopted this as the price it will propose to shareholders for negotiation.

[Asiana's calculation of the proposed share-purchase price] (FSCMA Enforcement Decree Article 176-7(3)) - Price proposed by the company for negotiation: 7,030 won - Basis: price calculated under FSCMA Article 165-5 and Enforcement Decree Article 176-7 - Treatment if no agreement is reached: price based on exchange trading prices per FSCMA Article 165-5 and Enforcement Decree Article 176-7; a dissenting shareholder may apply to a court for a determination.

(1) Method of calculating the proposed share purchase price (reference date: May 12, 2026) - Two-month volume-weighted average price: 7,041 won (period: March 13, 2026~May 12, 2026) - One-month volume-weighted average price: 7,063 won (period: April 13, 2026~May 12, 2026) - One-week volume-weighted average price: 6,987 won (period: May 6, 2026~May 12, 2026) - Reference purchase price [average of the above three]: 7,030 won

(2) Underlying daily trading data (closing price / volume / price×volume), March 13, 2026~May 12, 2026 (KRW, shares): 2026/05/12: 6,810 won, 153,628 shares, 1,046,206,680; 2026/05/11: 6,980, 142,902, 997,455,960; 2026/05/08: 7,060, 100,591, 710,172,460; 2026/05/07: 7,090, 201,148, 1,426,139,320; 2026/05/06: 6,990, 101,615, 710,288,850; 2026/05/04: 7,030, 61,132, 429,757,960; 2026/04/30: 7,040, 49,206, 346,410,240; 2026/04/29: 7,060, 54,178, 382,496,680; 2026/04/28: 7,050, 49,933, 352,027,650; 2026/04/27: 7,090, 105,595, 748,668,550; 2026/04/24: 7,130, 40,597, 289,456,610; 2026/04/23: 7,100, 62,033, 440,434,300; 2026/04/22: 7,150, 39,414, 281,810,100; 2026/04/21: 7,210, 66,236, 477,561,560; 2026/04/20: 7,200, 48,057, 346,010,400; 2026/04/17: 7,240, 60,066, 434,877,840; 2026/04/16: 7,230, 60,323, 436,135,290; 2026/04/15: 7,120, 69,999, 498,392,880; 2026/04/14: 7,090, 48,564, 344,318,760; 2026/04/13: 7,100, 75,451, 535,702,100; 2026/04/10: 7,080, 63,313, 448,256,040; 2026/04/09: 7,120, 53,122, 378,228,640; 2026/04/08: 7,090, 109,150, 773,873,500; 2026/04/07: 6,890, 45,873, 316,064,970; 2026/04/06: 6,940, 18,588, 129,000,720; 2026/04/03: 6,960, 56,410, 392,613,600; 2026/04/02: 6,900, 91,771, 633,219,900; 2026/04/01: 7,090, 80,948, 573,921,320; 2026/03/31: 6,960, 71,739, 499,303,440; 2026/03/30: 6,960, 45,004, 313,227,840; 2026/03/27: 7,060, 45,800, 323,348,000; 2026/03/26: 7,060, 57,912, 408,858,720; 2026/03/25: 7,090, 97,111, 688,516,990; 2026/03/24: 7,000, 349,858, 2,449,006,000; 2026/03/23: 6,940, 118,695, 823,743,300; 2026/03/20: 7,010, 169,293, 1,186,743,930; 2026/03/19: 7,020, 79,316, 556,798,320; 2026/03/18: 7,230, 90,124, 651,596,520; 2026/03/17: 7,030, 56,215, 395,191,450; 2026/03/16: 6,970, 57,303, 399,401,910; 2026/03/13: 7,000, 40,940, 286,580,000. Resulting averages: two-month 7,041 won; one-month 7,063 won; one-week 6,987 won; reference purchase price [sum/3] 7,030 won. Source: KRX Information Data System (data.krx.co.kr). The appraisal-rights exercise deadline for Asiana shareholders is September 1, 2026 (subject to change if a substitute holiday falls on that date).

(h) Where a fraction of a share less than one whole share arises on allotment of merger new shares, the shareholder to whom it would accrue will instead be paid cash, calculated using the closing price on the Korean Air new-share listing day on the Korea Exchange; Korean Air, as surviving company, will acquire the fractional shares as treasury stock under Commercial Act Article 341-2(3). (i) No merger new shares will be allotted for: Asiana common shares held by Korean Air as the surviving company; Asiana's own treasury shares; or treasury shares Asiana comes to hold through dissenting shareholders' exercise of appraisal rights. (j) Korean Air, as surviving company, is as of this filing listed on the KRX KOSPI market and will retain that listed status after the merger. (k) The surviving company is pursuing this as a small-scale merger; however, under Commercial Act Article 527-3(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 public notice of the merger, the small-scale-merger procedure cannot be used. (l) Under Article 11(1)(4) of the amended Fair Trade Act (effective August 7, 2024), a merger between a parent and subsidiary is exempt from the domestic merger-filing requirement. For overseas competition filings, Vietnam requires a filing under its laws; immediately after the board resolution approving execution of the merger agreement, a merger-filing application will be submitted to the Vietnamese competition authority. Filings will also be made in other countries where required under their laws. (m) Under Article 22(1) of the Aviation Business Act, Korean Air must obtain the Minister of Land, Infrastructure and Transport's approval of the merger (including acceptance of the merger notification by the Seoul Regional Aviation Administration under delegated authority); the merger cannot be completed before this approval is obtained. Korean Air submitted its merger-approval application and supporting documents immediately after the board resolution approving the merger agreement, and received notice of merger approval for the air-transport business on June 25, 2026. (n) Conditions precedent and termination rights under the merger agreement: Article 12 (Conditions precedent), each party's obligation to complete the merger is conditioned on, by the merger date: (1) the merger and this agreement having been lawfully approved by each party's board and/or general meeting as required by law and each company's articles (noting that if, per the proviso to Article 6(1) of the agreement, the surviving company proceeds by ordinary merger procedure and the merger is duly approved at the surviving company's general meeting, this condition is deemed satisfied); (2) all material government approvals required before the merger date, including the Aviation Business Act merger approval, having been obtained; (3) the other party's representations and warranties being true and accurate in all material respects as of both the agreement date and the merger date; (4) the other party having performed and complied with its covenants and obligations in all material respects; (5) no material adverse change having occurred in either party's assets or business between the agreement date and the merger date; (6) no law or government order having been issued or taking effect after the agreement date that delays or renders unlawful performance of the agreement. Article 13 (Termination), (1) either party may terminate by written agreement with the other party at any time before the merger date; (2) if small-scale-merger disqualification occurs, the surviving company may terminate by written notice to the dissolving company within two weeks of the small-scale-merger objection deadline, except that this does not apply once the surviving company has given the dissolving company written notice that it will proceed by ordinary merger per the proviso to Article 6(1) (after which notice, the agreement cannot be terminated under this clause for that reason); (3) if a material change in either party's assets, liabilities or management condition, or other unforeseeable material defect or change of circumstance related to the merger occurs, the parties may by agreement adjust the agreement's terms or terminate it; (4) if, with respect to appraisal rights exercised against either the surviving company or the dissolving company (limited to where the surviving company has elected and given written notice to proceed by ordinary merger), the aggregate purchase price for the shares as to which appraisal rights were exercised (calculated using the expected purchase price stated in each company's material event report) exceeds one trillion (1,000,000,000,000) won as of the expiry of the appraisal-rights exercise period, the affected party may, by board resolution, decide whether to proceed and, if it decides not to proceed, terminate the agreement by written notice to the other party; (5) upon termination under paragraphs (1), (4) of this Article, neither party nor its shareholders, officers, employees, agents or other representatives bear any liability in connection with the agreement or the contemplated transaction; (6) if a party's ("breaching party") representations and warranties under the agreement are inaccurate or untrue and this has caused or is reasonably expected to cause material adverse effect, or if the breaching party materially breaches its covenants or other obligations and fails to cure within 7 days of receiving the non-breaching party's written notice to cure (where curable), the non-breaching party may terminate by written notice to the breaching party; (7) if a government approval material to either party's business or to the merger (including the Aviation Business Act merger approval) is conclusively denied, or if a condition precedent under Article 12 is conclusively determined incapable of being satisfied, either party may terminate by written notice to the other; (8) upon termination, except as otherwise provided in the agreement, the surviving company and dissolving company no longer hold rights or bear obligations under the agreement; (9) notwithstanding termination, provisions intended to survive (including but not limited to Articles 13, 17 and 18) and related rights and obligations remain in effect. (o) The "corporate value" figures in Item 5 above ("Basis for calculating the merger ratio") were calculated under Article 5-13-2 of the Regulation on Issuance, Public Disclosure, Etc. of Securities by multiplying the merger value per share by the total number of issued shares; the surviving company's corporate value is on a Korean Air common-share basis. (p) The "expected merger registration date" of December 17, 2026 in the "merger schedule" in Item 10 above is the date the merger registration application is expected to be filed. (q) As stated under "Subject to securities-registration-statement filing" in Item 16 above, the surviving company filed its securities registration statement on June 25, 2026; the subsequent schedule may change based on consultations/approvals with relevant authorities.

(r) [Fairness-enhancing measures taken by Asiana] Asiana, in order to fulfill the directors' duty of loyalty under Commercial Act Article 382-3 and to implement fairness-enhancing measures under the Ministry of Justice's "Guidelines on the Conduct of Directors in Corporate Reorganizations" ("MOJ Guidelines"), (i) operated its ESG Committee, composed of outside directors, as a Special Committee, (ii) obtained review from independent external experts (an accounting firm and a law firm), and (iii) implemented faithful information provision and communication with shareholders. Details follow.

I. SPECIAL COMMITTEE

1) Composition (a) Status: To implement fairness-enhancing measures, Asiana's ESG Committee, a board-level committee, acted as the Special Committee for this merger, independently reviewing in advance the necessity of the merger, the appropriateness of its terms, and procedural legitimacy. The members, their principal backgrounds and reasons for appointment: - Kim Hyun-jung, ESG Committee Chair, currently an attorney at Naeil Partners LLC, formerly an attorney at Lee & Ko, selected as a legal/ESG expert. - Lee In-hyung, ESG Committee member, currently Deputy President of the Korea Capital Market Institute, formerly a senior research fellow/department head there, selected as a finance/economics/ESG expert. - Jang Min, ESG Committee member, currently a senior research fellow at the Korea Institute of Finance, formerly Director-General of the Bank of Korea's Research Department, selected as a finance/economics expert. Outside director Choi Jun-sun, board chairman (not an ESG Committee member), also participated as an observer given the matter's importance, reviewing the agenda and offering views.

(b) Independence: All ESG Committee members are independent directors. Before the Special Committee's activities, Asiana confirmed that none of the outside directors fell under the disqualification grounds of Commercial Act Article 382(3) and Article 542-8(2), and checked each member's independence against six criteria (relation to controlling shareholder/related party; share ownership; compensation tied to the transaction; involvement with the counterparty; other economic interest; confidentiality obligation), all three members: "not applicable" on every item, overall assessment "adequate" for all three. Relevant provisions of the ESG Committee charter: Chapter 4, Art. 4.2, committee composed of 3 or more directors, all members to be independent directors (supplementary provisions: amended charter effective March 26, 2026; the renaming of "independent director" effective July 23, 2026). Chapter 3, Art. 3.1.1, the committee reviews/resolves in advance board matters materially affecting shareholder value or presenting high potential for shareholder conflicts of interest. Chapter 3, Art. 3.2, the committee reviews/resolves large-scale internal transactions under the Fair Trade Act (falling to the board if membership drops below the Chapter 4 quorum). Chapter 3, Art. 3.3, the committee may require correction of internal transactions that could adversely affect ESG ratings, present ESG risk, or materially violate law. Chapter 3, Art. 3.4, the committee handles other matters delegated by law, the articles, or the board. Chapter 8, Art. 8.3, a member with a special interest in a resolution may not vote (and is excluded from the quorum count). Chapter 9, Art. 9.3, matters materially affecting shareholder value/rights or presenting high risk of shareholder conflict, as referred by the board or committee. Chapter 10, Arts. 10.1~10.3, the committee may have relevant staff or outside persons attend and be heard, demand documents from company departments, conduct inquiries/on-site inspections, and engage outside experts at company expense. Chapter 11, Arts. 11.1~11.2, resolutions must be notified to all directors within 2 days; if any director objects within 3 days, the board must meet and re-resolve. Chapter 12, Arts. 12.1~12.3, minutes must be kept recording the agenda, proceedings, results, dissenters and their reasons, signed/sealed by attending members, with copies sent to all directors within 10 days.

(c) Expertise: Asiana determined each member satisfied the expertise needed, based on: Kim Hyun-jung's legal career (Lee & Ko, now Naeil Partners) providing the legal expertise needed to review intra-group merger issues, procedural legality and conflicted transactions; Lee In-hyung's capital-markets career (Korea Capital Market Institute) providing the expertise needed to review the merger ratio, shareholder protection and disclosure from a capital-markets/ESG perspective; and Jang Min's macroeconomic career (Bank of Korea, Korea Institute of Finance) providing the expertise needed to assess the macroeconomic environment and financial feasibility of the merger. A five-item expertise checklist (degree/qualification in relevant field; practical/research/policy experience; listed-company board/committee experience; ability to recognize shareholder-protection issues in intra-group transactions; ability to evaluate external advisors' work) was satisfied by all three members on every item.

2) Authority (a) Nature: As Special Committee for this merger, the ESG Committee is not a purely advisory body but combines (i) the organizational/legal status of a board committee under Commercial Act Article 393-2 and (ii) the independent advisory/review function of a special committee as recommended by the MOJ Guidelines. It reviewed in advance the potential for conflicts of interest, fairness of terms and shareholder-protection measures, but it is not the body with final authority to approve the merger agreement, that authority rests with Asiana's board and general meeting under the Commercial Act, articles and board regulations. The board gave final approval to the merger agreement after considering the ESG Committee's review and the external experts' advice.

(b) Grant of authority: At its March 26, 2026 meeting, Asiana's board designated the ESG Committee as the pre-review body for the merger, added to its duties/authority/referral matters the function of reviewing and resolving in advance matters materially affecting shareholder value or presenting high risk of shareholder conflict, and changed the ESG Committee's composition requirement to "all outside directors" to secure independence from the controlling shareholder and from the transaction's success or failure. Table of the authority basis (ESG Committee charter provisions mapped to their relevance to this merger): Art. 3.1/3.1.1 (pre-review/resolution of matters materially affecting shareholder value or presenting shareholder-conflict risk), applies because this merger, a dissolution-type absorption merger materially affecting shareholder value where the surviving company is Asiana's parent, falls within scope. Art. 8.1/8.3 (quorum: majority of enrolled members present, majority of those present approving; conflicted members barred from voting), ensures a fair decision process. Art. 9.3 (referral of matters materially affecting shareholder value/rights or presenting shareholder-conflict risk), applies to this merger. Arts. 10.1~10.3 (attendance/document demand/inspection/outside-expert engagement powers), gave the committee the procedural basis to receive and assess the external evaluators' and legal advisors' work. Arts. 11~12 (notification and minutes requirements), ensure the committee's review is communicated to the board and verifiable after the fact.

3) Method and timing of establishing the Special Committee (a) Status: Asiana's ESG Committee is a standing body, established under the ESG Committee charter effective March 30, 2022, and has operated for roughly 4 years, reviewing/resolving matters materially affecting ESG management and shareholder value. (b) Timing: Rather than newly forming a separate ad hoc special committee, Asiana used its existing standing ESG Committee for this merger, given the deal's history, a new-share subscription agreement on November 17, 2020, Asiana's integration into Korean Air as a subsidiary on December 12, 2024, and the sale of the global cargo freight business on August 1, 2025, a multi-year, staged transaction largely shaped (with related domestic/overseas financial, policy and competition consultations already under way) before the MOJ Guidelines were issued on February 26, 2026. Asiana judged that using the existing ESG Committee, which already had accumulated understanding of the company's mid/long-term strategy, governance and sustainability matters, was more substantively appropriate than forming a new ad hoc body after the fact.

4) Special Committee activities (a) Meeting-by-meeting discussion

(1) Asiana's 1st ESG Committee meeting of 2026 (April 14, 2026) Convened April 14, 2026 following an April 8, 2026 notice. Agenda: (i) background and structure of the merger; (ii) method of calculating the merger value; (iii) purpose and expected effects of the merger. Members received Bae, Kim & Lee LLC's first-round legal review covering the deal structure, the FSCMA/Commercial Act method for calculating merger value, directors' duty of loyalty under the amended Commercial Act (effective July 22, 2025) and the MOJ Guidelines (issued February 2026), and the procedural requirements for the ESG Committee to act as a special committee. Bae, Kim & Lee explained that the amended Commercial Act now expressly extends directors' duty of loyalty to shareholders' interests, not only the company's, and that the (non-binding but widely referenced) MOJ Guidelines recommend fairness-enhancing measures for intra-group mergers, (i) establishing a special committee, (ii) independent external-expert review, (iii) faithful information disclosure to shareholders, opining that following these measures would resolve most related legal issues; it also reported the overall schedule, including the expected December 16, 2026 merger date. Samil PwC gave an interim report on its valuation methodology and progress, stating it would cross-check merger-ratio appropriateness using the intrinsic value method (asset value and income value) in addition to the market-price method under FSCMA Enforcement Decree Article 176-5(1)(1), with income value derived via a discounted cash flow (DCF) model based on each company's stand-alone business plan, applying macroeconomic indicators (per EIU data) and an airline-industry-specific Fleet Plan. Members held a detailed Q&A with the outside advisors, summarized below:

[Key Q&A at Asiana's 1st 2026 ESG Committee meeting] - MOJ Guidelines precedent (Kim Hyun-jung): Asked whether any large-scale merger precedent existed since the MOJ Guidelines' issuance and whether a special committee/independent experts were used there. Bae, Kim & Lee answered there was no large-scale merger precedent, but the Shinsegae Food/E-Mart comprehensive share-exchange case largely followed the Guidelines, with independent special committees and advisors at both companies; Asiana's ESG Committee, composed solely of outside directors, qualifies as a special committee and functions as a pre-review advisory body to the board's final approval. - Board opinion statement and shareholder information (Kim Hyun-jung): Asked who would draft the board opinion statement and whether shareholder information needs would be reflected, and whether Asiana itself needs its own opinion statement. Bae, Kim & Lee / the company answered that even though Korean Air would lead, Asiana would participate with input from its own legal/accounting advisors, with Bae, Kim & Lee preparing each company's draft opinion statement for member review. - Merger agreement peculiarities and schedule (Kim Hyun-jung): Asked about the possibility of merger-date delay if Korean Air's small-scale merger becomes unavailable (requiring conversion to an ordinary merger) and damages liability on termination. Answer: conversion to ordinary merger or termination is possible if small-scale merger is unavailable, but the August 12, 2026 EGM schedule already accounts for this possibility so the overall timeline should not be delayed; the party at fault for a failed condition precedent bears damages liability, and nothing in the merger agreement is particularly disadvantageous to Asiana. - Small-scale-merger threshold (new-share issuance ratio) (Lee In-hyung, Jang Min): Asked why Korean Air's new-share issuance ratio is kept below 10% and whether a rise in Asiana's share price could push it above 10%. Answer: at current share-price levels the ratio is about 6%, always under 10%, not deliberately engineered, and the ratio remains undetermined because the FSCMA bases it on a volume-weighted average price over a period ending the day before the board resolution; if it exceeds 10%, Korean Air would simply need its own general-meeting approval, not a major procedural problem. - Fairness verification of merger value/ratio (Kim Hyun-jung, Lee In-hyung): Asked whether external experts would opine on fairness and whether the accounting firm calculates value separately from the statutory formula and how any divergence would be handled. Answer: the ratio will be fixed per FSCMA formula, and Samil PwC will separately opine that the market-price ratio falls within its independently assessed intrinsic-value range; market price is viewed as the most rational value, verified against the DCF-based range. - Valuation methodology detail (stand-alone basis, sensitivity analysis) (Lee In-hyung, Jang Min): Asked about the appropriateness of a stand-alone valuation excluding merger synergies and whether both intrinsic and income value could be presented together with scenario-based sensitivity. Answer: both can be presented; income value is computed on a stand-alone basis excluding synergies; key income-value variables are macro indicators, WACC, growth rate and Fleet Plan, with sensitivity analysis on oil price, FX, WACC and growth rate; Asiana's cargo business, having been sold to Air Incheon, is excluded from the valuation regardless of the merger. - Minority-shareholder issues and external variables (Kim Hyun-jung, Choi Jun-sun, Lee In-hyung): Asked what issues besides the ratio might concern minority shareholders and how Middle East conflict and other external variables affect oil price/FX and the merger. Answer: if the ratio is fairly calculated, dissenting shareholders' appraisal rights address most concerns, and Asiana already being a Korean Air subsidiary limits realistic minority-shareholder risk; worst-case scenarios of conflict escalation and their effect on customers/revenue would be assessed.

(2) Asiana's 2nd ESG Committee meeting of 2026 (April 29, 2026) Convened April 29, 2026 following an April 24, 2026 notice, to review the merger agreement execution. Agenda: (i) review of the draft merger agreement; (ii) merger-ratio review results (intrinsic value vs. market price); (iii) compliance status of fairness-enhancing measures under the MOJ Guidelines; (iv) opinion on submitting the merger-agreement-execution resolution to the board. Samil PwC presented its merger-ratio review report, comparing the market-price ratio (reference date April 28, 2026) of 1: 0.2889898 against the intrinsic-value-based appropriate range of 1: 0.2342078~0.3043500 (intrinsic value = asset value and income value weighted 1:1.5), concluding the market-price ratio fell within the intrinsic-value range and therefore appropriately reflected both companies' value.

[Key content of Samil PwC's report] - Methodology: Because both companies are listed, the market-price method (Enforcement Decree Art. 176-5) was applied as the primary method, cross-checked by the intrinsic-value method (asset value and income value weighted 1:1.5). - The trading-multiple (comparable-company) method was not used: no comparable domestic full-service-carrier (FSC) peer exists besides the two merging companies, and overseas FSCs differ too much in operating environment and equity-market conditions. - The transaction-multiple (precedent-transaction) method was not used: no domestic FSC M&A precedent exists, and LCC precedents are not comparable. - Income value used a DCF model, supported by review of macro indicators (EIU data), Fleet Plan, and revenue/cost assumptions. - Results (as of April 28, 2026): market-price ratio 1: 0.2889898 [Korean Air 24,485 won / Asiana 7,076 won]; intrinsic-value ratio (including income-value sensitivity) 1: 0.2342078~0.3043500, asset value: Korean Air 24,155 won / Asiana 325 won; income value (WACC ±0.5%, perpetual growth rate (PGR) 1.0% sensitivity): Korean Air 24,269~34,394 won / Asiana 5,684~10,468 won. - Conclusion: the market-price ratio (1:0.2889898) falls within the intrinsic-value appropriate range (1:0.2342078~0.3043500), confirming appropriateness, though, being based on a provisional April 28, 2026 reference date, further verification would follow once the merger value was finalized as of the day before the board resolution date. (Note: these figures were as reported to Asiana's 2nd 2026 ESG Committee meeting; the final figures, discussed below, used a May 12, 2026 reference date.)

Bae, Kim & Lee also reported its legal opinion on the fairness and legality of the merger: (i) the draft merger agreement contains ordinary terms with nothing unusual or problematic for Asiana; (ii) the merger value and ratio are set by the FSCMA formula, and Samil PwC's valuation confirms appropriateness; (iii) given the ESG Committee's independent review as special committee, the external valuation, and the planned shareholder information disclosures (board opinion statement, etc.), the merger satisfies the procedures required by law and the MOJ Guidelines, such that Asiana's directors should not be found to have breached their duty of care or duty of loyalty.

[Key content of Bae, Kim & Lee's legal opinion] - On the merger agreement: the draft (as of April 8, 2026) contains ordinary terms with nothing unusual or specially disadvantageous to Asiana; the ratio is undetermined in the draft only because the FSCMA bases merger value on share prices over a period referenced to the agreement-execution or board-resolution date, to be fixed as of the board resolution date per the FSCMA. - On special-committee establishment per the MOJ Guidelines: the Guidelines do not require forming an entirely new committee, an existing board committee composed solely of, or majority, outside directors may be given special-committee functions; Asiana's ESG Committee (3 outside directors) can perform this role. - On business-judgment-rule compliance: the merger is justified by the need to restore financial soundness after the 2019 qualified external-audit-opinion issue and to achieve "global mega-carrier" status via an integrated FSC; the ratio is set by an objective statutory formula and reviewed by independent external evaluator Samil PwC, confirming fairness of terms; the ESG Committee's special-committee role and external advisor review confirm procedural legality; the merger serves the company's and all shareholders' interests with comparatively little risk of shareholder conflict, such that no breach of directors' duty of care/loyalty should be found.

Summary of Asiana's ESG Committee meetings: - 1st meeting (April 14, 2026): background/structure of the merger reported; method of calculating merger value (FSCMA Enforcement Decree Art. 176-5 market-price method) reviewed; purpose/expected effects (integrated FSC, improved financial stability) discussed; Bae, Kim & Lee's 1st report (fair-value methodology, etc.) received; Samil PwC's 1st interim report (methodology and progress, market-price method + intrinsic-value cross-check; DCF income value and macro/Fleet Plan assumptions) received. - 2nd meeting (April 29, 2026): draft merger agreement (dated April 8, 2026) reviewed; Bae, Kim & Lee's report on agreement adequacy, special-committee operation and directors' duty-of-care/loyalty compliance received; Samil PwC's merger-ratio review report received (market price 1:0.2889898 as of 4/28; intrinsic value range 1:0.2342078~0.3043500); the merger's business necessity, fairness of terms and procedural legality comprehensively reviewed; compliance with MOJ Guidelines fairness measures confirmed; resolution adopted to recommend the board approve execution of the merger agreement.

The ESG Committee's summary opinion recommending board submission: - Legitimacy of purpose: Asiana's financial soundness deteriorated after the 2019 qualified audit opinion, leading to an attempted (but, due to COVID-19, abandoned in September 2020) sale of control to the HDC Hyundai Development Company consortium, after which Asiana became a Korean Air subsidiary via new-share subscription to pursue an integrated FSC and reshape the domestic airline industry into a "global mega-carrier." The merger is expected to let Asiana overcome its financial-structure limitations (via repayment of high-interest debt and improved creditworthiness) and improve profitability via economies of scale and optimized route/schedule operations. - Fairness of terms: the merger value/ratio is set uniquely under FSCMA Art. 165-4 and Enforcement Decree Art. 176-5, leaving no room for evaluator discretion; the market-price ratio was confirmed to fall within the intrinsic-value appropriate range independently reviewed by Samil PwC. - Procedural adequacy: the MOJ-Guidelines fairness measures, (i) special-committee establishment (ESG Committee), (ii) independent external-expert review (Bae, Kim & Lee; Samil PwC), have been implemented, with (iii) faithful shareholder information disclosure (board opinion statement, material event report, securities registration statement, EGM notice and disclosure) to follow. Dissenting Asiana shareholders are also granted appraisal rights under FSCMA Art. 165-5. - Shareholder-conflict concern: given the statutory, objective ratio calculation; Samil PwC's confirmation that the market-price ratio falls within its intrinsic-value range; the appraisal rights available to dissenters; and that Asiana shareholders receiving Korean Air merger shares will share in the value gains from the integrated FSC's enhanced global competitiveness and financial stability, no substantial conflict of interest between Korean Air and Asiana's general shareholders was found. - Overall conclusion: the merger serves the interests of the company and all shareholders with no shareholder-conflict concern, so it is appropriate to submit the merger-agreement-execution resolution to Asiana's board.

(b) Board decision-making Having received the ESG Committee's summary opinion, Asiana's board, finding the independent outside directors' conclusion, reached through discussion informed by external advisors, to be sound, unanimously approved execution of the merger agreement on May 13, 2026, and the merging companies executed the merger agreement the next day, May 14, 2026.

[Asiana board activity log] - March 26, 2026, Amendment of board/committee regulations: resolved to amend the board/committee regulations to add to the ESG Committee's duties/authority/referral matters the pre-review/resolution function for matters materially affecting shareholder value or presenting shareholder-conflict risk, and to change the ESG Committee composition requirement to all outside directors, thereby enabling it to act as special committee for this merger; resolved to refer the merger matter to the ESG Committee. - May 13, 2026, Approval of merger-agreement execution: having received the ESG Committee's review results and external experts' opinions, and having reviewed the necessity of the merger, fairness of terms and procedural adequacy, finally resolved to execute the merger agreement; the board received the ESG Committee's unanimous conclusion that the merger benefits the company and all shareholders without harming the interests of all shareholders or unfairly/discriminatorily affecting minority shareholders, and prepared the board opinion statement based on the external advisors' and ESG Committee's review.

[Samil PwC final review report, key content] - Methodology: same as above (market-price method primary, intrinsic-value method 1:1.5-weighted cross-check; trading-multiple and transaction-multiple methods not used for the reasons above; DCF income value supported by macro data, Fleet Plan and revenue/cost assumption review). - Results (as of May 12, 2026): market-price ratio 1: 0.2736432 [Korean Air 25,409 won / Asiana 6,953 won]; intrinsic-value ratio (with income-value sensitivity) 1: 0.2331259~0.3034993, asset value: Korean Air 24,262 won / Asiana 284 won; income value (WACC ±0.5%, PGR 1.0% sensitivity): Korean Air 24,345~41,220 won / Asiana 9,257~17,230 won. - Conclusion: the market-price ratio (1:0.2736432) falls within the intrinsic-value appropriate range (1:0.2331259~0.3034993), confirming appropriateness; this result uses the final merger value and analysis reference date of May 12, 2026, the business day before the board resolution date.

[Bae, Kim & Lee final legal opinion, key content: substantively identical to the opinion summarized above at the 2nd ESG Committee meeting, ordinary/non-disadvantageous agreement terms; statutory ratio with Samil PwC confirmation of fairness; MOJ-Guidelines special-committee/external-review procedure satisfied; business-judgment-rule compliance; no breach of duty of care/loyalty expected to be found.]

II. EXTERNAL EXPERTS

1) Engagement (a) Status: Asiana did not rely solely on the ESG Committee members' own expertise but engaged separate external experts for the financial and legal issues in the merger. - Legal advisor: Bae, Kim & Lee LLC, engaged March 25, 2026, scope: review of draft merger agreement, review of special-committee establishment/operation per the MOJ Guidelines, review of directors' duty-of-care/loyalty compliance, analysis of expected synergies, engagement period March 9, 2026~May 14, 2026. (Note: an internal date inconsistency appears in the filing between the stated engagement date of March 25, 2026 and the stated engagement-period start of March 9, 2026 (as stated in the filing).) - Accounting advisor: Samil PwC, engaged March 25, 2026, scope: calculation of the FSCMA-based market-price merger ratio, verification of merger-ratio appropriateness via the intrinsic-value method (asset value/income value weighted 1:1.5), and separate FX/oil-price sensitivity analysis, engagement period March 25, 2026~May 12, 2026.

(b) Reasons for engagement: Given that this is an intra-group merger with parent company Korean Air in which Asiana is the dissolving company, Asiana's ESG Committee judged it important to independently and objectively review the purpose of the merger, the appropriateness of the ratio/value, and the fairness/legality of the procedure, so as to prevent unjust harm to Asiana and its general shareholders, and accordingly engaged independent experts with no relationship to Korean Air: Samil PwC (a member firm of the global Big Four network PwC, with experience valuing listed-company mergers and expertise across the market-price, intrinsic-value, DCF, comparable-company and precedent-transaction methods) as accounting advisor, and Bae, Kim & Lee LLC as legal advisor, which reviewed the merger agreement, special-committee establishment/operation under the MOJ Guidelines, and directors' duty-of-care/loyalty compliance, and opined that the ESG Committee could serve as special committee.

(c) Independence: Asiana checked both experts against the following criteria, with "satisfied (not applicable)" recorded for both firms on every item: (1) relationship with the company, not engaged as Asiana's external auditor in the past 3 years; any other advisory/service work in the past 3 years immaterial relative to the firm's total revenue and without structural conflict; no dual employment between Asiana staff and the expert's staff; (2) relationship with the transaction, no direct shareholding in Korean Air or Asiana by the expert or deal team; no success-fee arrangement tied to deal completion; no additional fee, success fee or other direct/indirect economic benefit tied to favoring either party, beyond ordinary advisory fees.

(d) Outside director Pyo In-su: Before accepting the special-committee-related engagement, Bae, Kim & Lee was aware that its advisor Pyo In-su serves as an outside director of Korean Air, and recognized that, given Bae, Kim & Lee was advising Asiana on this merger, questions about independence could be raised. Bae, Kim & Lee confirmed Pyo In-su holds the Korean Air directorship in a personal capacity unrelated to the firm's Korean Air/Asiana work and has had no involvement in that work, and designated the merger-advisory engagement a confidential matter under its internal information-barrier ("Chinese wall") policy, restricting access to the working team and excluding Pyo In-su and all other firm personnel. The firm also noted that Pyo In-su is independently bound by directors' statutory duties while the firm itself is bound by the Attorney-at-Law Act and bar ethics rules, concluding no independence issue arises. Asiana requested, and Bae, Kim & Lee provided, written confirmation that Pyo In-su had not been involved in the merger advisory work and had no access to related information. Korean Air's legal advisor, Kim & Chang, separately opined, citing that Korean Air's ESG Committee is composed entirely of outside directors who hold no shares in either merging company, and that Pyo In-su, despite being a Bae, Kim & Lee advisor, has had no involvement in that firm's merger-related advice and so has no apparent interest in the merger's outcome, that the ESG Committee members had secured the independence needed to function as special committee. Korean Air likewise requested and received written confirmation from Bae, Kim & Lee (Asiana's legal advisor) regarding Pyo In-su's non-involvement and information firewall.

Asiana's ESG Committee charter requires 3 or more directors, all independent (Chapter 4, Art. 4.2). Outside directors had already been vetted for independence and expertise by the outside-director nominating committee at initial appointment and confirmed free of Commercial Act disqualifying grounds, using the standard listed-company outside-director disqualification checklist (24 items covering matters such as: current/recent employment or executive/auditor role at the company or its largest shareholder or affiliates; family relationship to the largest shareholder or officers; role at a subsidiary, grandchild company, or materially-related counterparty, auditor, legal/accounting advisor firm, or large single-transaction counterparty; personal disqualifications such as being a minor, under guardianship, undischarged bankrupt, or recently convicted/dismissed; serving simultaneously as officer of two or more other companies; serving as outside director beyond 6 years at the company or beyond 9 years combined with affiliates; holding 1% or more of the company's shares; having an outstanding transaction balance of 100 million won or more with the company; and related criteria). The MOJ Guidelines state outside directors are the most suitable special-committee members, and the merging companies judged their respective ESG Committees, composed of independent, appropriately expert outside directors, were properly constituted on that basis alone, finding that appointing outside (non-director) persons to the committee would entail reduced duties/accountability to the company, lesser familiarity with the company than outside directors, and security concerns.

(e) Expertise: (1) Legal expert (Bae, Kim & Lee), satisfied on: sufficient legal-advisory track record on FSCMA/Commercial-Act share-exchange/merger and corporate-governance matters; theoretical/practical expertise on listed-company minority-shareholder and control-dispute matters; and that the responsible partner/attorneys have capital-markets expertise. (2) Financial expert (Samil PwC), satisfied on: sufficient valuation track record for listed-company mergers/governance-restructuring transactions; expertise across multiple valuation methodologies; and that the responsible partner/accountants hold relevant qualifications (e.g., KICPA) and sufficient practical experience. Asiana concluded both firms had sufficient expertise for this engagement.

2) Legal expert's activities (a) Status: materials reviewed/requested, draft merger agreement; special-committee establishment/operation plan; internal background/necessity materials on the merger; accounting firm's opinion on the merger ratio/value; material event report, draft board opinion statement and other shareholder-information materials. Personnel: 5. Hours: 180.

(b) Review findings (table, summarized): On the merger agreement, ordinary terms, nothing unusual/disadvantageous to Asiana; ratio left open only because the FSCMA bases value on a pricing period referenced to the agreement/board-resolution date, to be fixed per the FSCMA as of the board resolution date. On business-judgment-rule compliance, merger justified by 2019 qualified-audit-driven need to restore financial soundness and pursue global-mega-carrier status via integrated FSC; ratio set by objective statutory formula with Samil PwC's appropriateness review confirming fairness; ESG Committee's special-committee role and external review confirming procedural legality; no duty-of-care/loyalty breach expected. On legitimacy of purpose, recounts Asiana's 2019 qualified audit opinion, the failed 2020 HDC-Mirae Asset consortium sale (abandoned due to COVID-19), and the subsequent Korean Air acquisition aimed at an integrated FSC and "global mega carrier"; notes Asiana's continuing partial capital impairment and high debt ratio despite some credit-rating improvement after joining the Hanjin Group, compounded by rising high-interest debt burden and oil-price/FX instability from the Iran war and insufficient capital for new-aircraft investment; concludes the merger's expected debt repayment, improved creditworthiness, economies of scale and route/schedule optimization can maximize profitability and shareholder value, and that consolidating Korea's previously separately-competing FSCs can strengthen global competitiveness and national aviation-industry standing. On fairness of terms, ratio to be calculated per FSCMA formula, independently cross-checked by Samil PwC, with further verification at finalization; no expectation that either party would be unfairly disadvantaged. On procedural legality, notes the committee performed the special-committee role under the MOJ Guidelines, obtained Samil PwC's merger-ratio verification, and will ensure faithful shareholder information; notes the committee's independence was reaffirmed, that it met on April 14 and April 29, 2026 (about a month before the May 13, 2026 board resolution) allowing sufficient review time, that it was given adequate information, and that its deliberations were documented; concludes the directors followed the process required to satisfy their duty of loyalty to shareholders.

(c) Independence review: Bae, Kim & Lee reviewed whether Asiana's ESG Committee could satisfy special-committee independence requirements, concluding, per the MOJ Guidelines, which do not require forming an entirely new committee and recommend outside directors as the most suitable special-committee composition given their statutory independence, that the 3-outside-director ESG Committee could properly perform the special-committee role consistent with the Guidelines. Bae, Kim & Lee also confirmed Samil PwC was permitted under the Act on External Audit of Stock Companies, Etc. to perform this advisory work.

3) Financial expert's activities (a) Status: materials reviewed/requested, merging companies' business plans; detailed bases for profit/loss projections; CAPEX and working-capital detail; historical financial results; detailed account statements; interviews with responsible personnel. Personnel: 7. Hours: 830.

(b) Review findings (1) Valuation methodology and approach: Samil PwC, as accounting advisor to Asiana's ESG Committee, reviewed multiple fair-value methods. Because both Korean Air and Asiana are listed, the FSCMA-mandated market-price (reference-share-price) method applies as the governing basis for merger value, but to let the ESG Committee independently review ratio appropriateness from the dissolving company/shareholder perspective, supplementary methods were also reviewed: precedent-transaction, comparable-company, intrinsic-value, income-value, market-price and asset-value methods, with the intrinsic-value method (encompassing income value and asset value) used as the principal cross-check alongside the statutory market-price method. - Precedent-transaction method (EV/EBITDA, EV/Sales multiples of comparable M&A): not applied, no comparable domestic FSC M&A precedent exists, and LCC transaction precedents are insufficiently comparable in business model, parties and structure. - Comparable-company method: not applied, besides the two parties (KE/OZ) there is no directly comparable domestic FSC peer, and overseas FSCs differ too much in operating environment, national aviation-market structure, and equity-market conditions. - Market-price method: applied, the FSCMA-mandated method for listed-company mergers, reflecting prices set by disinterested market participants on public information. - Intrinsic-value method (asset value and income value, 1:1.5 weighted): applied, viewed as a supplementary check on whether the market-price ratio is reasonable from a substantive-value perspective. - Income-value (DCF) method: applied, able to estimate future revenue and cash flow based on each company's stand-alone business plan. - Asset-value method: applied as a supplementary input to intrinsic value, despite its limitation of not reflecting future earning power.

Samil PwC's DCF reflected airline-specific factors, fleet operating plans, route-level capacity, load factor, yield, cargo load factor, fuel cost, FX, ground-handling cost, maintenance cost, labor cost, CAPEX and lease cost, rather than simply extrapolating past results, incorporating Fleet Plan, passenger/cargo capacity, load/factor and yield, ancillary revenue, fuel cost, variable/fixed costs, labor cost, depreciation, CAPEX, net working capital, non-operating assets and interest-bearing liabilities.

Valuation date: December 31, 2025. Discount rates (WACC): Korean Air 5.19%, Asiana 5.27%, derived from a 6-company Asia-Pacific listed-FSC peer group's average 2-year weekly beta and target capital structure. Peer group: Korean Air, Asiana, Cathay Pacific, China Airlines, EVA Air and Singapore Airlines. Inputs: risk-free rate 3.4%; market risk premium 8.0%; unlevered beta 0.334; debt/equity ratio 159.4%; levered beta 0.720; cost of equity 9.1%; pre-tax cost of debt Korean Air 3.7% / Asiana 3.9%; tax rate 27.5%.

[WACC inputs table] - Risk-free rate (Rf): 3.4% / 3.4% (note: year-end-2025 Korea risk-free rate) - Market risk premium (MRP): 8.0% / 8.0% (KICPA MRP guidance) - Unlevered beta: 0.334 / 0.334 (peer-group average) - D/E ratio: 159.4% / 159.4% (peer-group average) - Levered beta: 0.720 / 0.720 (re-levered) - Cost of equity (Ke): 9.1% / 9.1% (Rf + MRP × βL) - Pre-tax cost of debt (Kd): 3.7% (Korean Air) / 3.9% (Asiana) (each company's weighted-average borrowing rate) - Tax rate: 27.5% / 27.5% (Korean statutory rate) - WACC: 5.19% (Korean Air) / 5.27% (Asiana) (DCF discount rate)

Samil PwC's final review-report intrinsic-value-based ratio range was 1:0.2331259~0.3034993 (analysis reference dates: market-price May 12, 2026; asset-value analysis May 6, 2026): [Summary table, Korean Air / Asiana] - Market price: 25,409 won / 6,953 won, market-price ratio: 1 / 0.2736432 - Asset value: 24,262 won / 284 won - Income-value range: 24,345~41,220 won / 9,257~17,230 won - Intrinsic-value range: 24,312~34,437 won / 5,668~10,451 won - Intrinsic-value ratio range: 1 / 0.2331259~0.3034993 - Market-price ratio within intrinsic-value range: Yes (both companies) - Actual merger ratio within intrinsic-value range: Yes (both companies)

(2) Summary of merger-ratio appropriateness range [Samil PwC merger-ratio summary, Korean Air / Asiana] - Intrinsic value: 24,312~34,437 / 5,668~10,451 - Asset value: 24,262 / 284 - Income value: 24,345~41,220 / 9,257~17,230 - Merger ratio (intrinsic value): 1: 0.2331259~0.3034993 - Merger ratio (per FSCMA formula): 1 : 0.2736432

(3) Detailed review

i) Intrinsic value i-1) Summary: Because both companies are listed, Samil PwC calculated intrinsic value under FSCMA Art. 165-4 and Enforcement Decree Arts. 176-5(1) and 176-6(2), to supplement review of the statutory market-price-based merger value/ratio. Intrinsic value, per Art. 4 of the Enforcement Rules on Issuance, Public Disclosure, Etc. of Securities, equals asset value and income value weighted 1:1.5. Using WACC of 5.19% (Korean Air) and 5.27% (Asiana) and a 1.00% perpetual growth rate for both, Samil PwC calculated Korean Air's intrinsic value at 28,811 won/share (asset value 24,262 won and income value 31,844 won, weighted) and Asiana's at 7,805 won/share (asset value 284 won and income value 12,820 won, weighted), giving an intrinsic-value-based ratio of 1 : 0.2709129. Separately: the May 12, 2026 (day before board resolution) market-price-based merger values were Korean Air 25,409 won / Asiana 6,953 won, ratio 1:0.2736432. Samil PwC's April 28, 2026 market-price-based values were Korean Air 24,485 won / Asiana 7,076 won, ratio 1:0.2889898. A WACC ±0.5% / perpetual growth rate 1.00% sensitivity analysis produced an intrinsic-value ratio appropriateness range of 1: 0.2331259~0.3034993, within which the market-price ratio was confirmed to fall.

[Sensitivity table, Korean Air / Asiana, min-max] - Intrinsic value: 24,312~34,437 / 5,668~10,451 - Asset value: 24,262 / 284 - Income value: 24,345~41,220 / 9,257~17,230 - Intrinsic-value-based ratio: minimum 1:0.2331259, maximum 1:0.3034993

[Sensitivity by WACC/PGR, perpetual growth rate 1.0%] - WACC +0.5% / base WACC / WACC -0.5% - Intrinsic-value ratio: 0.2331259 / 0.2709129 / 0.3034993 - Korean Air intrinsic value: 24,312 / 28,811 / 34,437 won - Asiana intrinsic value: 5,668 / 7,805 / 10,451 won

ii) Asset value of the surviving and dissolving companies Samil PwC calculated per-share asset value under Art. 5 of the Enforcement Rules, as net adjusted assets divided by outstanding shares at the analysis reference date (set as 5 business days before the report date, i.e. May 6, 2026). No convertible securities, convertible bonds, or bonds with warrants with a certain prospect of exercise existed as of that date.

ii-1) Korean Air (surviving company) asset value Based on Korean Air's audited separate (standalone) balance sheet as of December 31, 2025 (K-IFRS), adjusted per Art. 5 of the Enforcement Rules, divided by total outstanding shares (common 368,220,661 + preferred 1,110,794 = 369,331,455) as of the reference date: per-share asset value 24,262 won.

[Adjustment calculation, KRW] - A. Prior-fiscal-year-end separate-balance-sheet total equity: 11,187,861,262,069 - B. Net adjustment (B = a − b): (2,227,291,581,615) - a. Additions, total 164,903,972,870, comprising: (1) treasury shares as of reference date: 1,928,000 (note: 51 common + 3 preferred treasury shares); (2), (4) capital increases/conversions/surplus increases through reference date: none; (5) difference between net-asset value and book value of unlisted investee shares carried at cost (addition side): 87,101,967,710; (6) difference between reference-date closing price and book value of listed investee shares (addition side): 77,800,077,160; (7), (8) prior-period correction gains / other non-retained-earnings net-asset increases: none. - b. Deductions, total 2,392,195,554,486, comprising: (1), (2) worthless intangible assets / uncollectible receivables: none; (3) difference between net-asset value and acquisition cost of unlisted investee shares carried at cost (deduction side): 196,527,522,341; (4) difference between reference-date closing price and book value of listed investee shares (deduction side): 1,918,613,942,595; (5), (7) retirement-benefit under-accrual / impairment losses / paid-in capital reduction: none; (8) dividends paid and prior-period correction losses through reference date: 277,054,089,550; (9), (10) other net-asset decreases / non-controlling interests: none. - C. Adjusted net asset value (C = A + B): 8,960,569,680,454 - D. Total shares outstanding: 369,331,455 - E. Per-share asset value (E = C ÷ D): 24,262 won

[Note 1: figures from Korean Air's audited K-IFRS separate balance sheet as of Dec 31, 2025.]

[Korean Air separate balance sheet, Dec 31, 2025 (KRW)] Assets, Current assets: 7,263,503,922,896, of which: cash and cash equivalents 738,360,445,041; short-term financial instruments 2,754,201,874,546; current lease receivables 298,916,997,436; trade and other receivables 1,163,247,491,878; unbilled construction 109,383,517,796; current amortized-cost financial assets:; inventories 1,190,455,337,860; current income tax assets 8,687,399; current derivative assets 67,910,386,500; other current financial assets 32,261,274,468; other current assets 908,325,202,773; assets held for sale 432,707,199. Non-current assets: 31,193,143,930,951, of which: long-term financial instruments 311,000,000; fair-value-measured financial assets 672,867,179,204; amortized-cost financial assets 33,070,457,140; lease receivables 828,850,963,498; investments in associates 122,966,153,658; investments in subsidiaries 4,572,139,572,737; property, plant and equipment 23,368,248,619,335; investment property 89,215,394,853; intangible assets 194,085,754,950; derivative assets 75,401,263,524; other financial assets 183,288,776,727; deferred tax assets 892,810,573,639; other assets 159,888,221,686. Total assets: 38,456,647,853,847. Liabilities, Current liabilities: 9,964,822,933,960, of which: trade and other payables 1,870,016,496,394; short-term borrowings 1,027,009,390,000; current portion of long-term debt 998,320,284,527; current lease liabilities 1,402,232,854,101; current provisions 47,173,192,428; current deferred revenue 718,576,839,050; current derivative liabilities 30,792,917,272; excess billings on construction 25,549,833,702; other current financial liabilities 11,971,742,878; other current liabilities 3,601,195,115,230; current income tax liabilities 231,984,268,378. Non-current liabilities: 17,303,963,657,818, of which: long-term trade and other payables 14,402,675,098; long-term borrowings 3,176,356,499,985; bonds payable 2,632,261,677,121; asset-backed borrowings:; lease liabilities 6,790,553,690,835; net defined benefit liabilities 2,128,690,618,987; provisions 308,174,945,643; deferred revenue 2,125,908,678,512; derivative liabilities 7,994,877,384; other financial liabilities 87,583,777,697; other liabilities 32,036,216,556. Total liabilities: 27,268,786,591,778. Equity, Capital stock 1,846,657,275,000; other paid-in capital 4,099,745,600,888; other components of equity 840,645,628,625; retained earnings 4,400,812,757,556; total equity 11,187,861,262,069. Total liabilities and equity: 38,456,647,853,847.

[Note 3 detail, unlisted investee shares carried at cost, adjustment by holding (KRW; book value / investee net-asset value / ownership % / net-asset-value×ownership / adjustment)] Hanjin Information Systems & Telecommunication Co.: 30,076,914,946 / 81,041,143,879 / 99.4% / 80,516,170,926 / +50,439,255,980. IAT Co.: 89,623,373,798 / 108,925,041,171 / 100.0% / 108,925,041,171 / +19,301,667,373. Korean Air Catering & Services Co.: 0 / 3,435,922,550 / 100.0% / 3,435,922,550 / (impairment already recognized; see note). Wangsan Leisure Development Co.: 175,402,031,396 / 160,777,480,249 / 100.0% / 160,777,480,249 / (14,624,551,147). Korea Global Logistics System Co.: 4,024,460,000 / 4,517,528,087 / 95.0% / 4,291,651,683 / +267,191,683. Cyber Sky Co.: 6,267,226,500 / 5,643,304,569 / 100.0% / 5,643,304,569 / (623,921,931). K Aviation Co.: 5,000,000,000 / 15,200,266,192 / 100.0% / 15,200,266,192 / +10,200,266,192. Hanjin Int'l Corp.: 1,238,399,953,598 / 1,111,677,125,621 / 100.0% / 1,111,677,125,621 / (126,722,827,977). Hanjin Int'l Japan Co., Ltd.: 358,110,000 / 14,503,392,965 / 50.0% / 7,251,696,483 / +6,893,586,483. Korean Air Investment Japan Co., Ltd.: 38,432,234,300 / 36,338,807,887 / 100.0% / 36,338,807,887 / (2,093,426,413). Korean Air Investment Singapore Pte. Ltd.: 106,715,000 / 102,246,375 / 100.0% / 102,246,375 / (4,468,625). K-Way Property Co.: 270,000,000,000 / 269,758,135,284 / 100.0% / 269,758,135,284 / (241,864,716). Associate, Korean Air C&D Services Co.: 122,966,153,658 / 353,748,460,630 / 20.0% / 70,749,692,126 / (52,216,461,532). Addition subtotal: 87,101,967,710. Deduction subtotal: (196,527,522,341).

[Note 4 detail, listed investee shares, adjustment to reference-date closing price (KRW; book value / closing price / shares held / fair value / adjustment)] Hanil Holdings Co.: 11,022,478,740 / 17,010 won / 672,923 shares / 11,446,420,230 / +423,941,490. Hanil Cement Co.: 27,552,502,500 / 16,800 / 1,533,250 / 25,758,600,000 / (1,793,902,500). GS Retail Co.: 40,710,138,000 / 22,450 / 2,025,380 / 45,469,781,000 / +4,759,643,000. Meritz Financial Group: 47,087,601,600 / 111,600 / 416,336 / 46,463,097,600 / (624,504,000). Seobu T&D Co.: 519,952,100 / 14,370 / 39,691 / 570,359,670 / +50,407,570. Hyosung Corp.: 52,250,438,000 / 258,500 / 455,540 / 117,757,090,000 / +65,506,652,000. HS Hyosung Corp.: 5,870,423,100 / 68,300 / 101,389 / 6,924,868,700 / +1,054,445,600. GS Global Co.: 20,176,758,000 / 54,500 / 480,399 / 26,181,745,500 / +6,004,987,500. Subsidiary holdings, Asiana Airlines (note: carried at asset value 284 won/share rather than closing price because the dissolving company's closing price could distort asset value; includes book value of a related perpetual convertible security): 1,499,999,995,800 / 284 / 131,578,947 / 37,381,910,884 / (1,462,618,084,916). Jin Air Co., Ltd.: 604,983,678,717 / 6,170 / 28,665,046 / 176,863,333,820 / (428,120,344,897). Korea Airport Service Co.: 145,351,628,682 / 63,600 / 1,885,134 / 119,894,522,400 / (25,457,106,282). Addition subtotal: 77,800,077,160. Deduction subtotal: (1,918,613,942,595). [Note 5: deduction of 277,054,089,550 won in dividends Korean Air paid between fiscal year-end and the reference date; no other deduction items arose.]

ii-2) Asiana (dissolving company) asset value Based on Asiana's audited separate balance sheet as of December 31, 2025, with total equity first reduced by 674,340 million won of hybrid (perpetual) securities classified as equity but treated as debt-like for this purpose (given no realistic conversion prospect), giving a base of 228,402,608,855 won, adjusted per Art. 5 of the Enforcement Rules, divided by Asiana's 205,990,711 outstanding common shares (Asiana issued no preferred shares): per-share asset value 284 won.

[Adjustment calculation, KRW] - A. Prior-fiscal-year-end separate-balance-sheet total equity (less hybrid securities): 228,402,608,855 - B. Net adjustment (B = a − b): (169,880,128,039) - a. Additions, total 144,756,161,746: (1) treasury shares as of reference date: 929,456,349 (89,721 common treasury shares); (2), (4): none; (5) unlisted-investee net-asset-value difference (addition): 74,062,172,954; (6) listed-investee closing-price difference (addition): 69,764,532,443; (7), (8): none. - b. Deductions, total 314,636,289,785: (1), (2): none; (3) unlisted-investee difference (deduction): 208,325,120,503; (4) listed-investee closing-price difference (deduction): 106,311,169,282; (5), (10): none. - C. Adjusted net asset value (C = A + B): 58,522,480,816 - D. Shares outstanding: 205,990,711 - E. Per-share asset value (E = C ÷ D): 284 won

[Asiana separate balance sheet, Dec 31, 2025 (KRW)] Assets, Current assets: 1,282,291,582,306, of which: cash and cash equivalents 620,587,774,184; short-term financial instruments 39,599,670,927; trade receivables 178,868,353,971; short-term other receivables 52,865,574,699; accrued income 1,704,732,852; current lease receivables 65,536,960,968; current guarantee deposits 24,570,965,413; advance payments 51,625,382,337; prepaid expenses 13,806,620,060; prepaid taxes 3,482,889,928; current income tax assets 6,170,292,830; current derivative assets 5,631,987; inventories 223,466,732,150; assets held for sale:. Non-current assets: 9,681,829,845,531, of which: long-term financial instruments 14,500,000; FVTPL financial assets 911,639,806; FVOCI financial assets 22,481,511,963; investments in subsidiaries/associates 693,505,328,581; long-term receivables/other receivables/accrued income/loans:; non-current derivative assets 11,452,104; guarantee deposits 295,937,124,243; long-term prepaid expenses 261,735,392; lease receivables 308,276,234,275; deferred tax assets 846,583,352,260; property, plant and equipment 7,385,561,517,149; investment property 16,080,555,034; intangible assets 21,655,415,534; other non-current assets 90,549,479,190. Total assets: 10,964,121,427,837. Liabilities, Current liabilities: 3,958,001,846,774, of which: trade payables 112,557,052,747; short-term borrowings 1,000,000,000,000; advances received 932,058,248,338; deferred revenue (current) 3,314,696,772; deposits received 31,502,590,927; other payables 387,088,322,791; accrued expenses 174,853,226,579; tax withholdings 258,821,241,846; income tax payable:; current bonds 49,943,364,078; current portion of long-term borrowings 250,061,627,250; current lease liabilities 573,288,399,778; current asset-backed debt 73,122,878,908; current derivative liabilities 2,645,982,296; current provisions 108,744,214,464. Non-current liabilities: 6,103,376,968,688, of which: long-term borrowings 101,109,290,752; lease liabilities 3,702,699,716,353; asset-backed debt 85,170,312,704; non-current derivative liabilities 5,764,432; net defined benefit liabilities 558,820,955,612; long-term advances received 744,824,686,919; long-term deferred revenue 67,439,284,996; long-term deposits received 61,590,493,137; provisions 773,951,666,973; other non-current liabilities 7,764,796,810. Total liabilities: 10,061,378,815,462. Equity, Capital stock 1,029,953,555,000; capital surplus 1,517,779,944,468; other components of equity (32,046,535,616); accumulated OCI 98,241,709,488; retained earnings (deficit) (1,711,186,060,965); total equity 902,742,612,375. Total liabilities and equity: 10,964,121,427,837. (This 902,742,612,375 won total equity includes the 674,340 million won hybrid securities classified as equity, which were deducted before the asset-value calculation above.)

[Note 3 detail, Asiana's unlisted investee shares, adjustment (KRW; book value / investee net-asset value / ownership % / net-asset-value×ownership / adjustment)] Asiana Saver Co.: 6,193,320,000 / 28,185,043,370 / 80.0% / 22,548,034,696 / +16,354,714,696. Asiana Airport Co.: 38,534,752,810 / 65,084,791,401 / 100.0% / 65,084,791,401 / +26,550,038,591. Air Seoul Co., Ltd.: 240,000,000,000 / 31,674,879,497 / 100.0% / 31,674,879,497 / (208,325,120,503). Saedongi 26th Securitization Specialty Co.: 100 / 26,890 / 0.5% / 134 / +34. Associates, Gate Gourmet Korea: 85,755,794,904 / 285,877,894,990 / 40.0% / 114,346,869,720 / +28,591,074,816. LSG Sky Chefs Korea: 1,478,875,309 / 18,384,324,956 / 20.0% / 3,676,864,991 / +2,197,989,682. Asiana Philippines GSA, Inc.: 132,785,170 / 1,002,280,607 / 50.0% / 501,140,304 / +368,355,134. Addition subtotal: 74,062,172,954. Deduction subtotal: (208,325,120,503).

[Note 4 detail, Asiana's listed investee shares, adjustment to reference-date closing price (KRW; book value / closing price / shares held / fair value / adjustment)] ANA Holdings Inc. (closing price converted from JPY at the reference-date JPY/KRW rate): 8,619,103,135 / 25,274 / 315,300 / 7,968,874,874 / (650,228,261). Asiana IDT Co.: 19,488,467,557 / 10,550 / 8,460,000 / 89,253,000,000 / +69,764,532,443. Air Busan Co., Ltd.: 201,921,332,731 / 1,970 / 48,863,143 / 96,260,391,710 / (105,660,941,021). Addition subtotal: 69,764,532,443. Deduction subtotal: (106,311,169,282).

iii) Income value of the surviving and dissolving companies Samil PwC calculated income value under Art. 6 of the Enforcement Rules using DCF, estimating future free cash flow and discounting at WACC. Valuation date December 31, 2025; explicit forecast period January 1, 2026, December 31, 2030 (5 years); perpetual growth rate 1.00% applied to terminal value under a going-concern assumption. Resulting per-share income value: Korean Air 31,844 won (WACC 5.19%); Asiana 12,820 won (WACC 5.27%).

iii-1) Valuation date and financial statements used: audited separate K-IFRS financial statements for fiscal years 2023, 2024 and 2025, and 5-year (2026~2030) projected financial statements. Because Asiana divested its cargo freighter business in August 2025, both projected cash flows and historical financials excluded that segment's results for comparability.

iii-2) Cash-flow analysis period: January 1, 2026, December 31, 2030 (5 years), using mid-year discounting convention, with terminal value computed under the going-concern/perpetual-growth assumption and added to the present value of the explicit-period free cash flows.

iii-3) Going-concern assumption and perpetual growth rate: 1.00%, based on Korea's long-term inflation outlook, the airline industry's long-term growth outlook, and expected post-forecast-period stability; net working capital and CAPEX/depreciation in the terminal-value calculation grow at the same 1.0% rate.

iii-4) Macroeconomic assumptions and tax rate: EIU March 2026 forecasts applied identically to both companies; marginal tax rate (including local income tax) of 27.50% applied to projected operating income.

[Macro assumptions table, FY26F/FY27F/FY28F/FY29F/FY30F] - Average exchange rate (KRW/US$): 1,477.3 / 1,444.5 / 1,412.0 / 1,406.0 / 1,397.0 - WTI oil price (US¢/gal, as stated in the filing): 284.7 / 242.5 / 209.0 / 193.6 / 193.0 - CPI (%): 2.1 / 1.6 / 1.8 / 2.0 / 1.9 - Wage growth (%): 2.5 / 1.9 / 2.5 / 2.9 / 2.5

WACC was computed via CAPM (risk-free rate, MRP, beta) using the same 6-company Asia-Pacific FSC peer group and inputs listed above (Rf 3.4%, MRP 8.0%, unlevered beta 0.334, D/E 159.4%, levered beta 0.7, Ke 9.1%, pre-tax Kd 3.7%/3.9%, tax rate 27.5%, WACC 5.19%/5.27%).

[Korean Air income-value summary, KRW] a. PV of explicit-period FCF: (737,639,714,096) b. PV of terminal (perpetual) cash flow: 16,308,489,896,746 c. Operating value (a+b): 15,570,850,182,650 d. Equity value of subsidiaries/associates/JVs: 4,346,740,647,121 e. Non-operating assets: 10,410,701,687,889 f. Enterprise value (c+d+e): 30,328,292,517,659 g. Interest-bearing liabilities: 18,576,033,186,313 h. Income value (f−g): 11,752,259,331,346 i. Preferred-share market cap: 26,492,436,900 j. Income value, common (h−i): 11,725,766,894,446 (range: max 14,597,756,101,345 / min 9,433,270,342,585) k. Common shares outstanding: 368,220,661 l. Per-share income value (j÷k): 31,844 won (range: max 41,220 / min 24,345)

[Korean Air FCF build, actual/forecast, KRW] Revenue, 2023: 14,575,109,042,426; 2024: 16,116,619,627,561; 2025: 16,501,851,540,439; 2026F: 17,229,220,828,929; 2027F: 17,782,204,726,117; 2028F: 17,999,060,738,224; 2029F: 18,493,541,910,911; 2030F: 18,970,525,168,957. Operating costs, 2023: 12,988,215,336,508; 2024: 14,213,257,614,939; 2025: 14,962,599,538,479; 2026F: 16,873,846,752,588; 2027F: 16,984,096,558,923; 2028F: 16,998,083,841,017; 2029F: 17,393,324,869,186; 2030F: 17,876,931,436,320. Operating income, 2023: 1,586,893,705,918; 2024: 1,903,362,012,622; 2025: 1,539,252,001,960; 2026F: 355,374,076,341; 2027F: 798,108,167,194; 2028F: 1,000,976,897,208; 2029F: 1,100,217,041,725; 2030F: 1,093,593,732,636. Tax on operating income (2026F-2030F): 87,365,870,994 / 209,117,745,978 / 264,906,646,732 / 292,197,686,474 / 290,376,276,475. NOPAT (2026F-2030F): 268,008,205,347 / 588,990,421,216 / 736,070,250,475 / 808,019,355,250 / 803,217,456,161. (+) D&A (2026F-2030F): 2,096,698,434,793 / 2,201,366,058,782 / 2,314,985,081,657 / 2,435,325,929,666 / 2,504,745,214,722. (+) CAPEX (2026F-2030F): (3,829,981,025,182) / (2,593,394,645,014) / (3,622,643,157,283) / (2,660,251,976,575) / (2,712,257,654,336). (+) Change in net working capital (2026F-2030F): 65,458,126,032 / 257,252,633,416 / 8,993,893,849 / (83,727,669,718) / (239,495,112,236). FCFF (2026F-2030F): (1,399,816,259,009) / 454,214,468,399 / (562,593,931,301) / 499,365,638,624 / 356,209,904,311. Discount period: 0.5 / 1.5 / 2.5 / 3.5 / 4.5. Discount factor: 0.9750 / 0.9269 / 0.8811 / 0.8376 / 0.7962. Present value: (1,364,818,901,784) / 420,991,133,112 / (495,695,547,454) / 418,260,276,208 / 283,623,325,822. PV of explicit-period FCF: (737,639,714,096).

[Terminal value derivation, Korean Air, KRW]: 2030 pre-tax operating income 1,093,593,732,636 × (1+1.0%) = 1,104,529,669,963 post-2030 pre-tax operating income; tax 293,383,659,240; post-tax operating income 811,146,010,723; plus post-2030 working-capital change 47,931,441,683 → post-tax FCF 859,077,452,406; WACC 5.2%; discount factor (to 2030) 0.7962; terminal value = 859,077,452,406 ÷ (5.2%−1.0%) × 0.7962 = 16,308,489,896,746.

[Korean Air equity value of subsidiaries/associates/JVs (selected holdings; investee value / ownership % / holding value / book value)]: Asiana Airlines 3,104,812,845,343 / 63.9% / 2,150,890,631,426 / 1,964,113,245,800 (income-approach value used rather than market price, as noted); Jin Air Co. 361,746,000,000 / 54.9% / 198,648,768,780 / 604,983,678,717; Korea Airport Service 205,813,075,000 / 59.5% / 122,533,710,000 / 145,351,628,682; and numerous smaller/wholly-owned holdings (Hanjin Information Systems & Telecommunication, IAT, Korean Air Catering & Services, Wangsan Leisure Development, Korea Global Logistics System, Cyber Sky, K Aviation, Hanjin Int'l Corp., Hanjin Int'l Japan, Korean Air Investment Japan, Korean Air Investment Singapore, K-Way Property, each carried at book/net-asset value as listed in the asset-value tables above) plus associate Korean Air C&D Services 353,748,460,630 / 20.0% / 70,749,692,126 / 122,966,153,658. Subsidiary-holdings subtotal: value 5,484,292,315,172 / holding value 4,275,990,959,195 / book 4,572,139,572,737. Grand total: value 5,838,040,775,802 / holding value 4,346,740,651,321 / book 4,695,105,726,395.

[Korean Air non-operating assets, KRW]: cash and equivalents 738,360,445,041; short/long-term financial instruments 2,754,512,874,546; lease receivables 1,127,767,960,934; short/long-term loans 5,000,000,000; fair-value financial assets 705,937,636,344; accrued interest etc. 40,724,640,161; post-2030 CAPEX-saving effect 5,038,398,130,862 (reflecting that, post-2030, no further CAPEX is assumed for assets whose useful life has not yet expired, beyond ongoing depreciation-matched spend). Total: 10,410,701,687,889.

[Korean Air interest-bearing liabilities, KRW]: short/long-term borrowings and bonds 7,833,947,851,633; lease liabilities 8,192,786,544,936; provisions 355,348,138,071; net defined benefit liabilities 2,128,690,618,987; accrued interest etc. 65,260,032,686. Total: 18,576,033,186,313.

[Korean Air income-value sensitivity to WACC, per share, KRW; perpetual growth rate 1.00%]: WACC 4.70% → 41,220; WACC 5.20% → 31,844; WACC 5.70% → 24,345.

[Asiana FCF build, actual/forecast, KRW, continuing operations only, cargo freighter business excluded] Revenue, 2023: 5,213,499,797,196; 2024: 5,668,989,983,282; 2025: 5,506,201,501,995; 2026F: 6,152,902,243,205; 2027F: 6,323,436,398,534; 2028F: 6,248,847,161,475; 2029F: 6,283,802,608,642; 2030F: 6,379,956,942,316. Operating costs, 2023: 4,962,619,334,056; 2024: 5,760,536,284,514; 2025: 5,902,220,445,745; 2026F: 6,565,761,191,415; 2027F: 6,284,573,590,915; 2028F: 6,079,413,803,402; 2029F: 6,001,103,813,366; 2030F: 6,055,433,478,333. Operating income (loss), 2023: 250,880,463,140; 2024: (91,546,301,232); 2025: (396,018,943,750); 2026F: (412,858,948,210); 2027F: 38,862,807,619; 2028F: 169,433,358,073; 2029F: 282,698,795,276; 2030F: 324,523,463,983. Tax on operating income (2026F-2030F): / 1,687,963,535 / 7,738,574,531 / 13,220,621,691 / 15,244,935,657. NOPAT (2026F-2030F): (412,858,948,210) / 37,174,844,084 / 161,694,783,542 / 269,478,173,584 / 309,278,528,326. (+) D&A (2026F-2030F): 795,931,607,564 / 813,596,238,981 / 829,058,366,519 / 792,965,617,906 / 788,805,464,472. (+) CAPEX (2026F-2030F): (523,176,399,955) / (378,249,785,415) / (387,144,859,493) / (413,800,498,307) / (438,421,422,265). (+) Change in net working capital (2026F-2030F): 404,935,621,659 / 24,395,647,900 / (84,429,612,265) / (9,085,032,678) / 20,491,106,982. FCFF (2026F-2030F): 264,831,881,058 / 496,916,945,550 / 519,178,678,303 / 639,558,260,505 / 680,153,677,515. Discount period: 0.5 / 1.5 / 2.5 / 3.5 / 4.5. Discount factor: 0.9746 / 0.9258 / 0.8795 / 0.8355 / 0.7936. Present value: 258,117,186,624 / 460,069,856,742 / 456,614,960,195 / 534,326,502,378 / 539,792,652,304. PV of explicit-period FCF: 2,248,921,158,243.

[Terminal value derivation, Asiana, KRW]: 2030 pre-tax operating income 324,523,463,983 × (1+1.0%) = 327,768,698,623; tax 79,774,392,121; post-tax operating income 247,994,306,502; plus post-2030 working-capital change 24,410,654,464 → post-tax FCF 272,404,960,966; WACC 5.3%; discount factor 0.7936; terminal value = 272,404,960,966 ÷ (5.3%−1.0%) × 0.7936 = 5,062,397,283,364.

[Asiana income-value summary, KRW] a. PV of explicit-period FCF: 2,248,921,158,243 b. PV of terminal cash flow: 5,062,397,283,364 c. Operating value (a+b): 7,311,318,441,607 d. Equity value of subsidiaries/associates/JVs: 518,103,123,561 e. Non-operating assets: 2,775,107,658,593 f. Enterprise value (c+d+e): 10,604,529,223,761 g. Interest-bearing liabilities: 7,963,829,628,418 h. Income value (f−g): 2,640,699,595,343 i. Preferred-share market cap: N/A j. Income value, common (h−i): 2,640,699,595,343 (range: max 3,549,169,317,701 / min 1,906,819,162,511) Shares outstanding: 205,990,711 Per-share income value: 12,820 won

[Asiana historical P&L, continuing vs. discontinued (cargo freighter) business, KRW]: Total revenue, 2023: 6,532,127,311,775; 2024: 7,059,213,368,703; 2025: 6,196,915,766,740, of which continuing: 5,213,499,797,196 / 5,668,989,983,282 / 5,506,201,501,995, and discontinued (cargo freighter): 1,318,627,514,579 / 1,390,223,385,421 / 690,714,264,745. Pre-tax operating income (loss), 2023: 400,651,548,795; 2024: 42,303,568,994; 2025: (342,498,600,401), of which continuing: 250,880,463,140 / (91,546,301,232) / (396,018,943,750), and discontinued: 149,771,085,655 / 133,849,870,226 / 53,520,343,349.

[Asiana equity value of subsidiaries/associates/JVs, KRW]: Asiana IDT Co. 126,318,000,000 / 76.2% / 96,274,800,000 / 19,488,467,557; Asiana Saver Co. 28,185,043,370 / 80.0% / 22,548,034,696 / 6,193,320,000; Asiana Airport Co. 65,084,791,401 / 100.0% / 65,084,791,401 / 38,534,752,810; Air Busan Co. 300,504,160,000 / 41.9% / 183,995,742,817 / 301,921,332,731 (includes book value of a related perpetual convertible security Air Busan issued); Air Seoul Co. 31,674,879,497 / 100.0% / 31,674,879,497 / 240,000,000,000; Saedongi 26th Securitization Specialty Co. 26,890 / 0.5% / 134 / 100. Subsidiary subtotal: value 551,766,901,158 / holding value 399,578,248,545 / book 606,137,873,198. Associates/JVs, Gate Gourmet Korea 285,877,894,990 / 40.0% / 114,346,869,720 / 85,755,794,904; LSG Sky Chefs Korea 18,384,324,956 / 20.0% / 3,676,864,991 / 1,478,875,309; Asiana Philippines GSA, Inc. 1,002,280,607 / 50.0% / 501,140,304 / 132,785,170. Associate subtotal: value 305,264,500,553 / holding value 118,524,875,015 / book 87,367,455,383. Grand total: value 857,031,401,711 / holding value 518,103,123,561 / book 693,505,328,581.

[Asiana non-operating assets, KRW]: cash and equivalents 620,587,774,184; short/long-term financial instruments 39,614,170,927; lease receivables 373,813,195,243; fair-value financial assets 23,393,151,769; accrued interest etc. 1,240,107,715; post-2030 CAPEX-saving effect 1,503,674,157,944; usable post-2030 tax-loss carryforward value 212,785,100,812. Total: 2,775,107,658,593.

[Asiana interest-bearing liabilities, KRW]: short/long-term borrowings and bonds 1,559,407,473,692; hybrid (perpetual) securities 674,340,003,520; lease liabilities 4,275,988,116,131; provisions 882,695,881,437; net defined benefit liabilities 558,820,955,612; accrued interest etc. 12,577,198,026. Total: 7,963,829,628,418.

[Asiana income-value sensitivity to WACC, per share, KRW; perpetual growth rate 1.00%]: WACC 4.80% → 17,230; WACC 5.30% → 12,820; WACC 5.80% → 9,257.

[ESG Committee conflict-of-interest discussion log, summary] - 1st meeting (April 14, 2026): Q&A on conflict-of-interest potential under the current shareholding structure; discussion of minority-shareholder protection; detailed review instructed to legal advisor. - 2nd meeting (April 29, 2026): heard legal advisor's view that conflict-of-interest risk for Asiana is relatively low; reviewed parent/controlling-person shareholding and conflict-of-interest potential. - Board (May 13, 2026): the ESG Committee concluded the merger benefits the company and all shareholders without unfairly/discriminatorily harming minority shareholders, which the board respected in approving the merger as reasonable and proper.

(b) Conflict-of-interest issue discussion: Asiana's ESG Committee recognized that, because surviving company Korean Air is Asiana's parent, the merger could formally present a conflict of interest between Korean Air and Asiana's general shareholders. Bae, Kim & Lee noted that in intra-group transactions under common controlling-shareholder influence, directors may face difficulty acting independently, and minority shareholders might suspect an incentive to overvalue the company in which the controlling shareholder holds a larger stake and undervalue the other. The ESG Committee reviewed and addressed this as follows: First, the merger value is set uniquely under FSCMA Art. 165-4 and Enforcement Decree Art. 176-5(1)(1), leaving no room for evaluator discretion, and the market-price ratio was confirmed to fall within Samil PwC's independently-calculated intrinsic-value appropriateness range (1: 0.2342078~0.3043500 at the time of this review), objectively showing the terms were not set to unilaterally favor parent Korean Air. Second, dissenting Asiana shareholders are granted appraisal rights under FSCMA Art. 165-5, with a statutorily objective purchase-price formula, procedurally protecting dissenters. Third, Asiana shareholders receiving Korean Air merger shares will share, as shareholders of the surviving company, in value gains from the integrated FSC's global competitiveness and financial stability, and may also benefit from improved liquidity given Korean Air's higher trading volume as a KOSPI-listed company. Bae, Kim & Lee opined the merger is expected to improve Asiana's financial structure and profitability and thereby enhance Asiana shareholders' value as well. The ESG Committee confirmed both MOJ-Guidelines fairness measures, (i) a special committee independent of the controlling shareholder and the transaction outcome, and (ii) assurance of merger-value appropriateness (Samil PwC's intrinsic-value review and Bae, Kim & Lee's legal review), had been implemented.

(c) Alternatives considered: Asiana reviewed various alternatives to integration with Korean Air, assessing each not only for feasibility but also against: (i) real contribution to improving Asiana's financial structure and business competitiveness; (ii) consistency with long-term shareholder-value enhancement for both companies' shareholders; (iii) mitigation of parent/subsidiary shareholder-conflict potential; (iv) sufficiency of statutory shareholder-protection and disclosure procedures; (v) consistency with the public-interest and stability requirements of the aviation industry as critical national infrastructure. Considering Asiana's structural financial burden and competitive weakness, the duplicative domestic FSC competition structure, global airline-industry consolidation, the need to satisfy competition-authority merger-clearance conditions, and the realizability of integration synergies, absorption merger with Korean Air as surviving company and Asiana as dissolving company was judged the most effective means of achieving the integration's purpose. Alternatives considered for the merger itself:

[Alternatives table] 1. Asiana standing alone, continuing as an independent company pursuing operating improvement, cost cuts, asset sales and refinancing. Not adopted: Asiana's structural constraints (high debt ratio, high-interest borrowing burden, insufficient fleet-investment capacity, FX/oil-price volatility, intensifying competition) limit the achievable financial-structure improvement and competitive recovery on a stand-alone basis, and this path forgoes synergies from integrating routes/fleet/maintenance/procurement/IT with Korean Air, limiting long-term shareholder-value benefit. 2. Resale to a third party, selling Asiana to a buyer other than Korean Air. Not adopted: the prior HDC-Mirae Asset consortium deal collapsed in September 2020 amid COVID-19-driven industry uncertainty, financing needs, and merger-clearance/closing risk; a new buyer would face similar uncertainty, and would also require unwinding the substantial integration progress and competition-authority approvals/conditions already achieved with Korean Air, making this impractical. 3. Remain a Korean Air subsidiary, Korean Air retaining its stake while Asiana continues as a separately listed company. Not adopted: avoids merger procedure and near-term transaction costs, but as separate legal entities the companies face limits integrating traffic rights, slots, route networks, fleet, personnel, maintenance, ground handling, IT, procurement and administration, continuing potential parent/subsidiary shareholder-conflict issues around intra-group transactions, business-opportunity and resource allocation, and route coordination, and does not fundamentally resolve Asiana's financial-structure limitations. 4. Comprehensive share exchange / wholly-owned subsidiary conversion, making Asiana a wholly-owned Korean Air subsidiary via comprehensive share exchange under the Commercial Act. Not adopted: lets Asiana's general shareholders receive Korean Air shares, but because the two remain separate legal entities, integration of the air-transport operating license, traffic rights, slots, fleet, personnel and maintenance/ground-handling/IT/procurement functions within a single entity is limited; because it does not effect comprehensive succession to rights, obligations, contracts, assets and liabilities, the operating-efficiency and cost-saving benefits would be more limited than under absorption merger. 5. Sell certain businesses/assets and remain independent, selling part of Asiana's business/assets to improve its financial structure while remaining independent. Not adopted: measures such as the cargo-business sale (partly to satisfy competition-clearance conditions and improve the balance sheet) are feasible individually, but selling only part of the business/assets is insufficient to restore Asiana's long-term competitiveness, fixed-cost structure, network competitiveness and financial stability, and could instead shrink core capabilities, limiting independent viability and value enhancement. 6. Absorption merger, Korean Air as surviving company, Asiana as dissolving company. Adopted: enables comprehensive succession by Korean Air to all of Asiana's assets, liabilities, contractual positions and other rights/obligations, allowing unified operation of route networks, traffic rights, slots, fleet, personnel and maintenance/ground-handling/IT/procurement functions within a single entity; realizes integration synergies (cost savings, route/schedule optimization, expanded transfer demand, cargo-network efficiency, improved creditworthiness and financing conditions); and gives Asiana shareholders Korean Air merger shares, letting them participate as shareholders of the integrated airline in future value appreciation.

2) General shareholder communication plan Asiana prepared and posted FAQ materials on its website to help shareholders understand the merger process and key terms.

[Key FAQ content] - Q1 (Integrated company's long-term vision/goals): The integrated airline aims to strengthen Incheon Airport's transfer competitiveness and its status as a Northeast Asian hub, broaden customer schedule choice, and improve safety/service quality, with the ultimate goal of becoming Korea's leading national flag carrier and one of the world's most-loved airlines. - Q2 (Expected synergies): Revenue synergies from redistributing overlapping-route schedules to expand customer choice and develop new markets; cost synergies from efficient use of fleet/IT infrastructure/maintenance resources and consolidated procurement of fuel, in-flight meals and supplies, achieving economies of scale. - Q3 (Customer benefits): Expanded route choice by redeploying freed-up overlapping resources, including new destinations; redistribution of previously concentrated flight-time slots across business/leisure/study purposes; integrating previously separate mileage programs into SKYPASS, with an expanded network, more seats and new elite tiers and partners. - Q4 (Remaining steps after board approval): Key schedule, May 13, 2026 board resolution to approve merger-agreement execution; May 14, 2026 merger agreement execution; June 25, 2026 (expected) securities-registration-statement filing; August 12, 2026 (expected) Korean Air merger approval via board resolution in lieu of general meeting (small-scale merger) / Asiana merger-approval general meeting resolution; December 16, 2026 (expected) merger date; December 17, 2026 (expected) Korean Air closing-report general meeting resolution or substitute board resolution and public notice; December 17, 2026 (expected) Korean Air merger registration and Asiana dissolution registration filings; January 4, 2027 (expected) new-share listing date. Required approvals include Ministry of Land, Infrastructure and Transport merger approval and OpSpec change approval under the Aviation Business Act/Aviation Safety Act, plus overseas aviation-authority approvals. As a parent/subsidiary merger, no domestic competition filing is required, but Vietnam requires a filing under its laws, with other countries' filings made as needed. - Q5 (How the merger ratio was set / its fairness): Set under FSCMA Art. 165-4 and Enforcement Decree Art. 176-5 using the market-price method; although FSCMA Enforcement Decree Art. 176-5(8) does not require external-evaluator appraisal, an independent accounting firm with no audit-related relationship was engaged to verify that the statutory ratio appropriately reflects both companies' value, and it opined that the statutory ratio falls within its own calculated range and reflects both companies' substantive value. Ratio: 1 : 0.2736432. New shares to be issued: Asiana's 74,322,043 shares convert into 20,337,721 Korean Air merger new shares. Reference prices (as of the business day before the May 13, 2026 board resolution, averaging the 1-month/1-week volume-weighted averages and the latest close): Korean Air 25,409 won, Asiana 6,953 won. - Q6 (Meaning/purpose of "absorption merger" with Korean Air): Korean Air succeeds to all of Asiana's human/physical resources, rights and obligations; Asiana's corporate entity will be dissolved upon completion, with its routes, traffic rights, aircraft, personnel and operating infrastructure transferring to Korean Air, aiming to secure global competitiveness as an integrated FSC and enhance combined corporate/shareholder value. - Q7 (Appraisal-rights exercise procedure): Shareholders of record as of June 30, 2026 who oppose the merger board resolution may exercise appraisal rights, (i) written dissent notice to the company before the general meeting (receipt period: July 28, August 11, 2026; brokerage-held shareholders must notify their broker by 3 business days before the meeting (August 7), with KSD notifying the company on shareholders' behalf 1 business day before (August 11)); (ii) purchase demand in writing within 20 days of the resolution date, specifying share class/number (brokerage-held shareholders submit an exercise form to their broker by 2 business days before the exercise-period end (August 28), with KSD applying on their behalf). Once exercised, rights cannot be withdrawn without company consent. - Q8 (Appraisal purchase price): 7,030 won, per FSCMA Art. 165-5 and Enforcement Decree Art. 176-7, averaging the volume-weighted average prices over the most recent 2 months, 1 month and 1 week before the day preceding the board resolution (May 12, 2026): 2-month 7,041 won; 1-month 7,063 won; 1-week 6,987 won; average 7,030 won. - Q9 (Payment destination/timing): Paid to the shareholder's brokerage account (or, for non-brokerage registered shareholders, their registered bank account); expected within 1 month of the September 1, 2026 exercise-period end, with a provisional payment date of October 1, 2026 (subject to change). - Q10 (Share-event schedule): Asiana shares will be delisted and Korean Air new shares allotted; Asiana trading halt expected December 14, 2026, January 3, 2027; Korean Air new-share listing expected January 4, 2027 (subject to change pending government approvals and the Asiana EGM). - Q11 (Fractional shares): Under Commercial Act Art. 443, fractional shares below one whole share are paid in cash (valued at the Korean Air new-share listing-day closing price) rather than allotted shares, automatically credited to the shareholder's existing brokerage account with no application needed. - Q12 (Contact): IR department, phone 02-2669-5220, email ozir@flyasiana.com.

Asiana also held an in-person shareholder briefing on June 19, 2026 at 16:30 at the Korea Investment & Securities headquarters 1st-floor Conference Hall, having pre-announced it via DART on June 10, 2026 and via major newspapers (Chosun Ilbo, Dong-A Ilbo, Korea Economic Daily, JoongAng Ilbo, Maeil Business Newspaper), and posting the presentation materials on its website for shareholders unable to attend.

[Key Q&A at the June 19, 2026 shareholder briefing] - Q: With the cargo business sold, profitability going forward will depend only on passenger and belly cargo revenue, what is the outlook before the merger? A: Passenger-segment efficiency efforts continue; profitability metrics have weakened somewhat amid an oil-price spike, but are expected to stabilize from July onward. - Q: The closing price is 7,350 won versus a 7,030 won appraisal price, is the appraisal price fair, and will it be adjusted? A: The appraisal price is set under statute and cannot be adjusted; the recent share-price rise reflects expectations of oil-price stabilization following anticipated resolution of the Middle East conflict, after the merger board resolution. - Q: Will cost synergies address expected redundant headcount from cost-cutting? A: No restructuring is planned from this merger; time has passed since Korean Air's acquisition of its Asiana stake, during which hiring was already adjusted, so actual redundancy is expected to be limited; any redundancy will be addressed via redeployment as business scope expands. - Q: Given shareholder concern over slot reallocation and the cargo-business sale, how will future profitability be demonstrated? A: Some physical slot adjustments occurred during overseas merger-clearance review, but new slots have also been acquired over roughly two years, so both reductions and additions must be considered; profitability is expected to rise from network-sharing synergies after the merger. - Q: Given expectations oil-price declines will lift the share price, wouldn't it be better for Asiana shareholders to sell rather than receive Korean Air merger shares? A: If OZ's price rises with oil-price stabilization, KE's price should rise correspondingly, so both companies' share values converge to the merger ratio, no material difference is expected between selling OZ shares or receiving the integrated new shares. - Q: How will early-redemption triggers on ABS, etc. be handled? A: The Saedongi 26th asset-backed securities' early-payment trigger was activated by the May 13 merger board resolution, but repayment is structured in installments, not a lump sum, so repayment will proceed on the normal schedule.

Selected shareholder inquiries received via Asiana's IR channel and the company's responses: - Merger ratio: fixed at 1:0.2736432 using the market-price method under the FSCMA, with May 12 (the day before the board resolution) as reference date. - "I bought Asiana shares after May 14, can I exercise appraisal rights?" No, under FSCMA Art. 165-5(1) and Enforcement Decree Art. 176-7(2), appraisal rights require proof of acquisition before the board resolution was disclosed, or of a qualifying transaction by the business day after disclosure (May 14, 2026), with continuous holding through exercise; shares sold and reacquired in that window lose the right. - "If I keep holding Asiana shares, will they convert to Korean Air shares?" Yes; the new-share listing date is expected to be January 4, 2027. - "How many Asiana shares equal one Korean Air share?" Under the ratio, approximately 4 Asiana shares convert to 1 Korean Air share (as stated in the filing), with fractional shares paid in cash. - "What percentage of Asiana does Korean Air hold, and what do other shareholders hold?" Korean Air holds 63.88% of Asiana. - "At what price did Korean Air acquire its Asiana stake?" On December 11, 2024, Korean Air acquired 131,578,947 Asiana common shares at 11,400 won per share via new-share subscription. - Shareholder-briefing format: explains merger matters and takes/answers shareholder questions on the merger process. - Briefing materials: posted to Asiana's website at 16:00 on the day of the briefing. - "Why are so many merging companies (e.g., Hyundai G.F. Holdings) holding shareholder briefings lately?" To transparently provide key merger information and improve shareholders' access to information. - "Can someone who buys even one share just before the briefing attend?" Yes, with ID and live mobile-trading-app screen verification (screenshots not accepted, real-time screen only). - "The merger date is December 16, but new-share listing isn't until January 4, 2027, why so slow?" Even after merger registration is complete, KSD and other institutions need time to confirm new-share allotment details and issue electronic registration. - "There's talk that if appraisal-rights payments exceed 1 trillion won the merger could collapse, how realistic is that?" Asiana's appraisal price is 7,030 won, and as of June 18, 2026 Asiana's share price remains above that price, so the probability of total appraisal payments exceeding 1 trillion won is considered low.

(For further detail, see Korean Air's amended securities registration statement (merger) filed July 13, 2026.)

3) General shareholder protection measures (a) Appraisal rights: dissenting general shareholders are granted appraisal rights under applicable law, exercised via dissent notice after the board resolution, followed by a purchase demand after the merger-approval resolution, with registered shareholders dealing directly with the company and beneficial shareholders through their broker. (See Item 18, sub-item "Sa," above for exercise procedure, price and schedule detail.) (b) Opportunities for shareholder input / additional communication: Asiana operates an IR information channel (website and dedicated IR phone line) so shareholders can ask questions by phone or email, with company responses provided to the extent possible; see the FAQ and shareholder-briefing Q&A above for representative examples.

(condensed translation)