Kespion

079190 · KOSDAQ · Information Technology · SMALL CAP

Completion report on merger, etc. (merger)

This is a completion report for Kespion Co., Ltd.'s merger with its wholly owned subsidiary MBTV Co., Ltd., a small-scale merger with merger registration completed on July 7, 2026; no new shares were issued and dissenting shares (336,938 shares, 1.76%) stayed below the 20% appraisal-rights threshold.

M&A(Completion report on merger, etc. (merger))· FILED 2026-07-13· RCEPT 20260713000484

What happened

Completion Report on Merger, etc. (Merger) [Form version] 6.0

Kespion Co., Ltd. Completion Report on Merger, etc. (Merger) To the Governor of the Financial Supervisory Service July 13, 2026

Company name: Kespion Co., Ltd. CEO: LLOYD YEONSU LEE Head office address: 27, Eunbong-ro 114beon-gil, Namdong-gu, Incheon (Nonhyeon-dong, Block 52, Lot 4) (Phone) 02-2107-5500 (Website) http://kespion.co.kr Preparer: (Title) Head of Management Support Division (Name) Tae Hyung-un (Phone) 02-2107-5500

I. Schedule Merger agreement execution approval, board of directors: March 6, 2026; note: - Setting of record date for shareholder confirmation, announcement/disclosure: notice on company website and disclosure on Korea Exchange; material event report filed; note: - Merger agreement date: April 30, 2026 Shareholder record date (Note 1): May 4, 2026 Small-scale merger announcement: May 13, 2026; note: notice on company website Period for receiving notices of objection to merger - start date: May 13, 2026; end date: May 27, 2026 Board resolution date approving the merger (Note 2): May 28, 2026; note: in lieu of general shareholders' meeting Creditor objection announcement: May 28, 2026; note: notice on company website Creditor objection period - start date: May 28, 2026; end date: June 30, 2026 Merger effective date: July 1, 2026 Board resolution date on completion-of-merger report (Note 3): July 2, 2026 Announcement of completion-of-merger report: July 2, 2026 Merger registration date: July 7, 2026

(Note 1) This is the record date fixing the eligible shareholders entitled to state objection to the small-scale merger of the merging company. (Note 2) The merging company Kespion Co., Ltd. substituted the board resolution for the general shareholders' meeting resolution approving the small-scale merger. (Note 3) The merging company Kespion Co., Ltd. substituted the board resolution on the completion-of-merger report for the general shareholders' meeting on completion of merger, pursuant to Article 526(3) of the Commercial Act.

II. Changes in shareholding of the largest shareholder, etc. This merger is a merger between an unlisted affiliate (MBTV Co., Ltd.) and the listed company that holds its entire issued share capital (Kespion Co., Ltd.). Accordingly, pursuant to Article 176-5(7) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, no new merger shares were issued or allotted, so there is no change in the shareholding of the largest shareholder, etc. of Kespion Co., Ltd. as a result of this merger.

III. Exercise of appraisal rights This merger constitutes a small-scale merger under Article 527-3 of the Commercial Act, and accordingly, pursuant to Article 527-3(5) of the same Act, appraisal rights are not recognized. Notices of objection to the small-scale merger were received from May 13, 2026 to May 27, 2026 pursuant to Article 527-3(4) of the Commercial Act, and the number of dissenting shares notified was 336,938 shares (172 shareholders), which is less than 20% (1.76%) of the total issued shares (19,177,757 shares as of May 27, 2026).

IV. Creditor protection matters The merging company Kespion Co., Ltd. and the absorbed company MBTV Co., Ltd. each carried out the public announcement and demand for creditor objections on May 28, 2026, and no creditor raised an objection during the creditor objection period (from May 28, 2026 to June 30, 2026). In addition, there has been no decision to repay debt or provide substantial collateral in relation to this matter.

V. Status of related litigation As of the date of this report, no lawsuit has been filed that could affect the validity of this merger.

VI. Matters concerning allotment of new shares, etc. This merger is a merger between an unlisted affiliate (MBTV Co., Ltd.) and the listed company that holds its entire issued share capital (Kespion Co., Ltd.). Accordingly, pursuant to Article 176-5(7) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, no new merger shares were issued or allotted.

VII. Summary financial information before and after the [merger, etc.] (Reference date: date of filing of the material event report) (Unit: KRW thousand)

Category: Before merger (Note 1) / After merger (estimated) (Note 2) Current assets: Kespion Co., Ltd. 13,064,704; MBTV Co., Ltd. 525,448; After merger (Kespion Co., Ltd.) 13,337,199 Non-current assets: Kespion Co., Ltd. 17,255,596; MBTV Co., Ltd. 2,216,149; After merger 17,216,110 Total assets: Kespion Co., Ltd. 30,320,300; MBTV Co., Ltd. 2,741,597; After merger 30,553,310 Current liabilities: Kespion Co., Ltd. 3,466,402; MBTV Co., Ltd. 593,693; After merger 3,807,143 Non-current liabilities: Kespion Co., Ltd. 2,399,398; MBTV Co., Ltd. 453,440; After merger 2,852,838 Total liabilities: Kespion Co., Ltd. 5,865,800; MBTV Co., Ltd. 1,047,134; After merger 6,659,980 Capital stock: Kespion Co., Ltd. 19,177,757; MBTV Co., Ltd. 794,340; After merger 19,177,757 Total equity: Kespion Co., Ltd. 24,454,500; MBTV Co., Ltd. 1,694,464; After merger 23,893,329 Total liabilities and equity: Kespion Co., Ltd. 30,320,300; MBTV Co., Ltd. 2,741,597; After merger 30,553,310

(Note 1) The above pre-merger summary financial information is based on the separate statement of financial position as of the end of the first quarter of 2026, and has not been audited or reviewed by an external auditor, so it may change depending on the results of the external auditor's audit or review. (Note 2) The above estimated post-merger summary financial information is prepared on an approximate basis and may differ from the statement of financial position to be prepared in accordance with accounting standards based on the actual merger effective date.

Filed2026-07-13, Completion report on merger, etc. (merger)
SourceDART rcept 20260713000484 → open original filing

Source: DART. Information only, not investment advice.

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

Data from DART, Korea's official corporate-filing system. Data sourced from official DART filings. Accuracy is not guaranteed. Figures are as of the date shown. As of 2026-07-13 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).