[Amended] Merger decision (subsidiary)

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Korean Air Lines / Merger Decision (Material Management Matter of Subsidiary) / (2026.07.14)

Merger Decision (Material Management Matter of Subsidiary), Amendment Report (Filing) Amendment date: 2026-07-14

1. Disclosure document subject to amendment: Merger Decision (Material Management Matter of Subsidiary) 2. Date the original disclosure document was filed: 2026-05-13 3. Reason for amendment: Amendment made pursuant to the Financial Supervisory Service's request for correction 4. Amended items (item / before amendment / after amendment):

Item: 11. Future Plans for Corporate Restructuring As of the date of filing of this material event report, the following are the matters that have been finalized and the matters still under review regarding the corporate restructuring to be pursued or planned after completion of the merger. Korean Air Lines Co., Ltd. and Asiana Airlines, Inc., the parties to this merger, together with each party's low-cost-carrier subsidiaries and support-business subsidiaries, are reviewing various efficiency measures, including integration among the subsidiaries, in order to eliminate the inefficiency arising from overlapping operation of the same businesses among subsidiaries and to create group-level synergies. However, as of the date of filing of the material event report, nothing has been finalized regarding the specific method and schedule of implementation, and if the board of directors of the relevant company adopts a resolution on specific matters in the future, the company bearing the disclosure obligation plans to disclose it in accordance with the relevant laws and disclosure regulations.

In parallel with the progress of this merger and the related integration procedures, as of the date of filing of the securities registration statement, Korean Air Lines Co., Ltd. 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 integration of the three LCCs, in April 2026 the company obtained approval from the Ministry of Land, Infrastructure and Transport for a change to its Operating Standard (A502), thereby securing a lawful and stable regulatory basis for proceeding with the integration process. However, as of the date of filing of the securities registration statement, the specific integration method, schedule, merger ratio and other transaction terms and detailed procedures for the integration of the three LCCs have not been finalized, and these may change depending on future consultations with the relevant authorities and internal decision-making procedures such as each company's board resolutions. In addition, the restructuring plan for affiliated companies in support businesses such as ground handling and IT is planned to be decided sequentially after completion of the above LCC integration, taking into comprehensive account the overall business environment and synergy effects. If the related plans are specified in the future and a disclosure obligation arises, Korean Air Lines Co., Ltd. and the relevant affiliated companies plan to disclose this in accordance with the relevant laws.

Meanwhile, as Asiana Airlines, Inc. became a grandchild company of the holding company Hanjin KAL Corp. on December 12, 2024, it became subject to the holding-company conduct restriction provisions set forth in the Monopoly Regulation and Fair Trade Act (hereinafter the "Fair Trade Act"). The Fair Trade Act restricts subsidiaries, grandchild companies and others from owning shares of domestic affiliated companies unless strict requirements are met, in order to prevent the equity-ownership structure among affiliates within a holding-company system from becoming complexly entangled. Accordingly, Hanjin KAL Corp. and its subsidiary Korean Air Lines Co., Ltd. must comply with the conduct restriction requirements for general holding companies, etc. set forth in Article 18 of the Fair Trade Act. Under the current Fair Trade Act, a two-year grace period to resolve the conduct restriction was granted from the time Asiana Airlines, Inc. became a grandchild company of Hanjin KAL Corp., and accordingly the violation of the conduct restriction must be resolved by 24:00 on December 11, 2026. The main affiliated companies subject to resolution of the violation are Air Busan Co., Ltd., Asiana IDT Co., Ltd., Hanjin Saver Co., Ltd. and Asiana T&I Co., Ltd.

First, Asiana Airlines, Inc., a grandchild company of the holding company Hanjin KAL Corp. and the company to be dissolved in the merger, holds equity interests of approximately 58.40% of common shares in Air Busan Co., Ltd., approximately 76.22% of common shares in Asiana IDT Co., Ltd., and approximately 80% of common shares in Hanjin Saver Co., Ltd. This violates the conduct restriction under the Fair Trade Act that a grandchild company may not own shares of a domestic affiliated company except where it owns the total number of issued shares of that domestic affiliate, and the surviving company of the merger is reviewing a plan to apply for approval of an extension of the grace period under Article 18, Paragraph 6 of the Fair Trade Act in order to resolve this. In addition, in preparation for cases where the above grace-period extension is not approved or where the approval has not been finalized before the grace period expires, the company is reviewing measures to resolve the conduct restriction, including a plan to acquire the relevant equity interests from Asiana Airlines, Inc.

In addition, Asiana IDT Co., Ltd., Asiana Airport Co., Ltd. and Hanjin Saver Co., Ltd., which are great-grandchild companies of the holding company, each own 40%, 24% and 16%, respectively, of the common shares of Asiana T&I Co., Ltd., which violates the Fair Trade Act provision that a great-grandchild company may not own shares of a domestic affiliated company. To resolve the above violation, the company is pursuing a plan to dissolve and liquidate Asiana T&I Co., Ltd. within the grace period under the Fair Trade Act, in consultation with Kumho Construction Co., Ltd., which owns 20% of the common shares of Asiana T&I Co., Ltd.

Meanwhile, Article 18, Paragraph 4, Item 1 and Paragraph 5, Item 1 of the Fair Trade Act provide a grace period allowing a grandchild company or great-grandchild company of a general holding company to continue to own shares of a domestic affiliated company for two years from the date it became a grandchild company or great-grandchild company, respectively. In this case, the starting date is December 12, 2024, when Korean Air Lines Co., Ltd. acquired a 63.88% equity interest in Asiana Airlines, Inc. and became its largest shareholder, and therefore the merging companies must resolve the above conduct restriction requirements by December 11, 2026, when the grace period expires. However, where grounds under Article 18, Paragraph 6 of the Fair Trade Act are recognized, the above grace period may be extended by two years with the approval of the Korea Fair Trade Commission.

The above application for approval of a grace-period extension, the acquisition of equity interests, and the liquidation/dissolution of Asiana T&I Co., Ltd., among others, are being reviewed as part of measures to resolve the regulatory risk arising from the possibility of violating the conduct restrictions on grandchild and great-grandchild companies of a holding company under the Fair Trade Act, and thereby to eliminate the negative effects, such as reputational damage to the merging companies and the economic and legal burden of sanctions that could arise from a regulatory violation, so as to enhance the corporate value of the merging companies. However, as of the date of filing of this securities registration statement, whether to apply for the grace-period extension approval and the likelihood of approval, as well as the specific implementation measures such as the acquisition of equity interests and the liquidation/dissolution of Asiana T&I Co., Ltd., have not been finalized, and these will be decided based on future consultation results with the Korea Fair Trade Commission, external valuation results, tax and accounting review, related licensing/filing procedures, and internal procedures such as board approval. If specific matters regarding the plan to resolve the conduct restriction are finalized in the future, the merging companies plan to inform shareholders and the market through disclosure, etc., in accordance with the relevant laws and disclosure regulations; please take note of this.

Item: 12. Other Material Matters Relevant to Investment Decisions, sub-item (r), ESG Committee fairness measures Before amendment: In order to fulfill the directors' duty of loyalty under Article 382-3 of the Commercial Act and to implement the fairness-enhancing measures under the Ministry of Justice's "Guidelines on the Code of Conduct for Directors in Corporate Restructuring," Asiana Airlines, Inc. carried out review procedures to secure the fairness and procedural adequacy of this merger, including (i) operating an ESG Committee composed of outside directors as a special committee, and (ii) obtaining review from independent outside experts (an accounting firm and a law firm). The Asiana Airlines, Inc. ESG Committee is a committee within the board composed of three outside directors, and it performed the functions and role of a special committee in connection with this merger; it held two meetings before the date of the board resolution on this merger and conducted an in-depth review of the structure of the merger, the transaction terms, the basis for calculating the merger ratio, and the procedural adequacy, among other matters. The ESG Committee received detailed explanations from and held question-and-answer sessions with the independent outside experts (the accounting firm and the law firm), and conducted an active review, including requesting additional explanations and supplementary materials regarding the method of calculating the merger ratio, the key assumptions and premises, the potential for improvement of the financial structure after integration, and measures to protect minority shareholders. Based on the foregoing review, the ESG Committee determined that this merger is consistent with the interests of the company and all shareholders, and that there is no concern that it would infringe upon the interests of shareholders as a whole or have an unfair or discriminatory effect on minority shareholders. Having comprehensively considered the review results of the ESG Committee and the outside experts, the board of directors determined that the purpose and expected effects of this merger are reasonable, that the transaction terms are fair, and that it complies with the relevant laws, and accordingly approved the execution of the merger agreement. For details of Asiana Airlines, Inc.'s decision-making process and content regarding this merger, please refer to the minutes of the board meeting and the board's opinion statement attached to this material event report.

After amendment: In order to fulfill the directors' duty of loyalty under Article 382-3 of the Commercial Act and to implement the fairness-enhancing measures under the Ministry of Justice's "Guidelines on the Code of Conduct for Directors in Corporate Restructuring" (hereinafter the "Ministry of Justice Guidelines"), Asiana Airlines, Inc. implemented fairness-enhancing measures for this merger, including (i) operating an ESG Committee composed of outside directors as a special committee, (ii) obtaining review from independent outside experts (an accounting firm and a law firm), and (ii) providing shareholders with faithful information and communication (as stated in the filing). For specific details on this, please refer to the [Amended] Material Event Report (Merger Decision) disclosed by Asiana Airlines, Inc. on the Financial Supervisory Service's Data Analysis, Retrieval and Transfer System (DART) on July 13, 2026.

Item: 12. Other Material Matters Relevant to Investment Decisions, added references After amendment (added): * For further details, please refer to the securities registration statement (merger) filed by Korean Air Lines Co., Ltd. on June 25, 2026. * For further details, please refer to the amended disclosure of the securities registration statement (merger) filed by Korean Air Lines Co., Ltd. on July 13, 2026.

To: Financial Services Commission / Korea Exchange, Material Event Report / Exchange Disclosure Obligation Matter

Merger Decision (Material Management Matter of Subsidiary): Report on a Material Management Matter of the Subsidiary Asiana Airlines Co., Ltd.

1. Merger method: Korean Air Lines Co., Ltd. will absorb its subsidiary Asiana Airlines, Inc. through an absorption-type merger. - Surviving company: Korean Air Lines Co., Ltd. - Dissolved company: Asiana Airlines, Inc. * Trade name of the surviving company after the merger: Korean Air Lines Co., Ltd.

2. Purpose of the merger: The merging companies intend to pursue this merger for the purposes of creating synergies through the integration of management resources, strengthening business competitiveness, and enhancing management efficiency. In addition, through improvement of corporate governance, they seek to achieve continued growth of the surviving company after the merger and the resulting maximization of shareholder value.

3. Merger ratio: 0.2736432

4. Basis for calculating the merger ratio: The reference share price for the merger ratio was calculated as the arithmetic average of (i) the weighted arithmetic average closing price for the most recent one month, (ii) the weighted arithmetic average closing price for the most recent one week, and (iii) the most recent closing price, each calculated as of the day before the date of the board resolution. - Corporate value: Surviving company KRW 9,356,118,775,349; Dissolved company KRW 1,432,253,413,583

5. Type and number of new shares issued for the merger (shares): Common shares: 20,337,721; Class shares: None (-)

6. Counterparty company to the merger: Company name: Korean Air Lines Co., Ltd. (KOREAN AIR LINES CO., LTD.) Main business: Air passenger transport Relationship with the company: Largest shareholder Financial information for the most recent fiscal year (unit stated as KRW million in the filing, though the figures below appear to be in KRW) (as stated in the filing): 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

7. Newly established merger company (if any): Company name: None (-) Financial details at establishment (KRW million): Total assets: None (-); Total liabilities: None (-); Total equity: None (-); Capital stock: None (-) As of the present, new business division, most recent fiscal year revenue (KRW million): None (-); Main business: None (-)

8. Merger schedule: Scheduled date of shareholders' meeting: 2026-08-12 Period for submission of old share certificates, Start date: None (-); End date: None (-) Creditor objection period, Start date: 2026-08-13; End date: 2026-09-14 Merger effective date: 2026-12-16 Scheduled date of merger registration: 2026-12-17 Scheduled date of delivery of new share certificates: None (-)

9. Matters regarding appraisal rights (share purchase demand right) (1) Requirements for exercise: Pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, among shareholders registered in the register of shareholders as of the shareholder record date (June 30, 2026), a shareholder who opposes the board resolution on the merger and who notifies the company in writing of its dissent to the board resolution on the merger before the shareholders' meeting (receipt period: July 28, 2026, August 11, 2026) may, within 20 days from the date of the resolution of the shareholders' meeting, demand in writing, stating the type and number of shares, that the company purchase all or part of the shares it owns. Once the appraisal right has been exercised, it may not be withdrawn without the company's consent. In addition, pursuant to Article 368-2 of the Commercial Act, if a shareholder holding two or more voting rights wishes to exercise them other than in a uniform manner, the shareholder must notify the company in writing or by electronic document of that intent and the reasons therefor three days before the date of the shareholders' meeting. However, pursuant to Article 165-5, Paragraph 1 of the Financial Investment Services and Capital Markets Act and Article 176-7, Paragraph 2 of its Enforcement Decree, the appraisal right is granted only for shares that can be shown to have been acquired before the board resolution of the dissolved company regarding this merger was disclosed, or for which it can be shown that, by the business day following the date the board resolution was disclosed (May 14, 2026), (i) a sale and purchase contract for the shares was executed, (ii) a loan-for-consumption contract for the shares was terminated, or (iii) a legal act for the acquisition of the shares occurred, and only for shares continuously held until the date the appraisal right is exercised; the right is forfeited for shares sold and reacquired during that period. In addition, once the appraisal right has been exercised, it may not be withdrawn. In addition, a shareholder who has given prior written notice of dissent to the board resolution on the merger but votes in favor of the merger at the shareholders' meeting may not exercise the appraisal right. Pursuant to Article 165-5, Paragraph 2 of the Financial Investment Services and Capital Markets Act, the company must purchase the relevant shares within one month from the date the appraisal-right exercise period ends. The scheduled payment date for the share purchase price resulting from the exercise of appraisal rights by shareholders of the dissolved company is October 1, 2026, and the payment date may change due to circumstances of the company.

(2) Expected purchase price: KRW 7,030

(3) Exercise procedure, method, period, place (a) Method of expressing dissent: Pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the register of shareholders of the dissolved company as of the shareholder record date (June 30, 2026), (under Article 165-5 of the Financial Investment Services and Capital Markets Act, the appraisal right is granted only to a shareholder who can show that it executed a share acquisition contract by the date the dissolved company's board resolution on this merger was disclosed (May 13, 2026), or who can show that, by the business day following the date the board resolution was disclosed (May 14, 2026), (i) a sale and purchase contract for the shares was executed, (ii) a loan-for-consumption contract for the shares was terminated, or (iii) a legal act for the acquisition of the shares occurred, and who continuously held the shares until the date the appraisal right is exercised), must notify the company in writing of its dissent to the board resolution on the merger before the shareholders' meeting. However, a general shareholder (formerly a "beneficial shareholder") who has deposited share certificates with a securities company (a financial investment business operator) must notify that securities company. The dissent must be expressed no later than three business days before the shareholders' meeting (August 7, 2026). The securities company must collect the dissent notices of general shareholders (formerly "beneficial shareholders") and report them to the Korea Securities Depository, the depository institution, no later than two business days before the date of the shareholders' meeting (August 10, 2026). The Korea Securities Depository must notify the company of the dissent on behalf of general shareholders (formerly "beneficial shareholders") one business day before the date of the shareholders' meeting (August 11, 2026). However, the deadlines for receipt online, by phone, or in person may differ by securities company; please inquire with your securities company for its specific deadline.

(b) Method of demanding purchase: Pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder who opposes the board resolution on the merger and who has notified the company in writing of its dissent before the shareholders' meeting may, within 20 days from the date of the resolution of the meeting, demand in writing, stating the type and number of shares, that the company purchase all or part of the shares it owns. However, the appraisal right is granted only for shares continuously held until the date the right is exercised; the right is forfeited for shares sold and reacquired during that period, and once exercised, it may not be withdrawn. However, a general shareholder (formerly a "beneficial shareholder") who has deposited share certificates with a securities company may demand that the company purchase the shares it owns by completing an appraisal-right exercise application for the number of shares held in deposit at that securities company and submitting it to that securities company. If a general shareholder (formerly a "beneficial shareholder") demands the purchase of shares from its transacting securities company by two business days before the end of the appraisal-right exercise period (August 28, 2026), the Korea Securities Depository, the depository institution, will file the demand on the shareholder's behalf. However, the deadlines for receipt online, by phone, or in person may differ by securities company; please inquire with your securities company for its specific deadline.

(c) Place of receipt - Asiana Airlines Co., Ltd. (dissolved company): Asiana Airlines, 443-83 Ojeong-ro, Gangseo-gu, Seoul * However, a general shareholder (formerly a "beneficial shareholder") who has deposited share certificates with a securities company shall submit the demand to that securities company.

(d) Demand period: A shareholder who has notified the company in writing of its dissent to the board resolution on the merger before the shareholders' meeting may make the purchase demand until September 1, 2026. - Shareholder record date: June 30, 2026 - Receipt of notices of dissent to the merger: July 28, 2026, August 11, 2026 - Date of the extraordinary shareholders' meeting to approve the merger agreement: August 12, 2026 - Appraisal-right exercise period: August 12, 2026, September 1, 2026 * Notices of dissent to the merger may be received until August 11, 2026.

(4) Expected timing and method of payment (a) Method of payment of the share purchase price: For a special shareholder (formerly a "shareholder of record"), payment will be transferred to the bank account registered by the shareholder. For a general shareholder (formerly a "beneficial shareholder") who has deposited share certificates with a securities company, payment will be transferred to the shareholder's own account at that securities company. (b) Expected timing of payment of the share purchase price: Asiana Airlines, Inc. plans to make payment within one month from September 1, 2026, the end date of the appraisal-right exercise period, and the tentative scheduled payment date is October 1, 2026. However, the expected timing of payment may change due to circumstances of Asiana Airlines, Inc.

(5) Matters concerning restrictions on the appraisal right: Pursuant to Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, among shareholders registered in the register of shareholders as of the shareholder record date, a shareholder who opposes the board resolution on the merger and who notifies the company in writing of dissent to that resolution before the shareholders' meeting may, within 20 days from the date of the resolution of the shareholders' meeting, demand in writing, stating the type and number of shares, that the company purchase all or part of the shares it owns. However, pursuant to Article 165-5, Paragraph 1 of the Financial Investment Services and Capital Markets Act and Article 176-7, Paragraph 2 of its Enforcement Decree, the appraisal right is granted only for shares shown to have been acquired before the dissolved company's board resolution on this merger was disclosed, or for which it is shown that, by the business day following disclosure of the board resolution (May 14, 2026), (i) a sale and purchase contract for the shares was executed, (ii) a loan-for-consumption contract for the shares was terminated, or (iii) a legal act for the acquisition of the shares occurred, and only for shares continuously held until the date of exercise; the right is forfeited for shares sold and reacquired during that period. In addition, once exercised, the appraisal right may not be withdrawn. In addition, a shareholder who gave prior written notice of dissent to the board resolution on the merger but votes in favor of the merger at the shareholders' meeting may not exercise the appraisal right, and if this merger procedure is discontinued, such as where the merger agreement becomes ineffective or is terminated, the effect of having exercised the appraisal right likewise becomes ineffective, and the shares for which the right was exercised may not be purchased.

(6) Effect on the agreement: In connection with this merger, if the total share purchase price that the surviving company and the dissolved company must pay to shareholders, among the shareholders of the surviving company and the dissolved company who oppose this merger, as a result of the exercise of appraisal rights exceeds KRW 1 trillion (1,000,000,000,000), each party may immediately terminate this agreement by written notice to the other party on or before the merger effective date.

10. Date of board resolution (decision date): 2026-05-13 - Attendance of outside directors: Present (persons): 4; Absent (persons): 0 - Attendance of the auditor (an audit committee member who is not an outside director): None (-)

11. Future Plans for Corporate Restructuring In parallel with the progress of this merger and the related integration procedures, as of the date of filing of the securities registration statement, Korean Air Lines Co., Ltd. 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 integration of the three LCCs, in April 2026 the company obtained approval from the Ministry of Land, Infrastructure and Transport for a change to its Operating Standard (A502), thereby securing a lawful and stable regulatory basis for proceeding with the integration process. However, as of the date of filing of the securities registration statement, the specific integration method, schedule, merger ratio and other transaction terms and detailed procedures for the integration of the three LCCs have not been finalized, and these may change depending on future consultations with the relevant authorities and internal decision-making procedures such as each company's board resolutions. In addition, the restructuring plan for affiliated companies in support businesses such as ground handling and IT is planned to be decided sequentially after completion of the above LCC integration, taking into comprehensive account the overall business environment and synergy effects. If the related plans are specified in the future and a disclosure obligation arises, Korean Air Lines Co., Ltd. and the relevant affiliated companies plan to disclose this in accordance with the relevant laws.

Meanwhile, as Asiana Airlines, Inc. became a grandchild company of the holding company Hanjin KAL Corp. on December 12, 2024, it became subject to the holding-company conduct restriction provisions set forth in the Fair Trade Act. The Fair Trade Act restricts subsidiaries, grandchild companies and others from owning shares of domestic affiliated companies unless strict requirements are met, in order to prevent the equity-ownership structure among affiliates within a holding-company system from becoming complexly entangled. Accordingly, Hanjin KAL Corp. and its subsidiary Korean Air Lines Co., Ltd. must comply with the conduct restriction requirements for general holding companies, etc. set forth in Article 18 of the Fair Trade Act. Under the current Fair Trade Act, a two-year grace period to resolve the conduct restriction was granted from the time Asiana Airlines, Inc. became a grandchild company of Hanjin KAL Corp., and accordingly the violation of the conduct restriction must be resolved by 24:00 on December 11, 2026. The main affiliated companies subject to resolution of the violation are Air Busan Co., Ltd., Asiana IDT Co., Ltd., Hanjin Saver Co., Ltd. and Asiana T&I Co., Ltd.

First, Asiana Airlines, Inc., a grandchild company of the holding company Hanjin KAL Corp. and the company to be dissolved in the merger, holds equity interests of approximately 58.40% of common shares in Air Busan Co., Ltd., approximately 76.22% of common shares in Asiana IDT Co., Ltd., and approximately 80% of common shares in Hanjin Saver Co., Ltd. This violates the conduct restriction under the Fair Trade Act that a grandchild company may not own shares of a domestic affiliated company except where it owns the total number of issued shares of that domestic affiliate, and the surviving company of the merger is reviewing a plan to apply for approval of an extension of the grace period under Article 18, Paragraph 6 of the Fair Trade Act in order to resolve this. In addition, in preparation for cases where the above grace-period extension is not approved or where the approval has not been finalized before the grace period expires, the company is reviewing measures to resolve the conduct restriction, including a plan to acquire the relevant equity interests from Asiana Airlines, Inc.

In addition, Asiana IDT Co., Ltd., Asiana Airport Co., Ltd. and Hanjin Saver Co., Ltd., which are great-grandchild companies of the holding company, each own 40%, 24% and 16%, respectively, of the common shares of Asiana T&I Co., Ltd., which violates the Fair Trade Act provision that a great-grandchild company may not own shares of a domestic affiliated company. To resolve the above violation, the company is pursuing a plan to dissolve and liquidate Asiana T&I Co., Ltd. within the grace period under the Fair Trade Act, in consultation with Kumho Construction Co., Ltd., which owns 20% of the common shares of Asiana T&I Co., Ltd.

Meanwhile, Article 18, Paragraph 4, Item 1 and Paragraph 5, Item 1 of the Fair Trade Act provide a grace period allowing a grandchild company or great-grandchild company of a general holding company to continue to own shares of a domestic affiliated company for two years from the date it became a grandchild company or great-grandchild company, respectively. In this case, the starting date is December 12, 2024, when Korean Air Lines Co., Ltd. acquired a 63.88% equity interest in Asiana Airlines, Inc. and became its largest shareholder, and therefore the merging companies must resolve the above conduct restriction requirements by December 11, 2026, when the grace period expires. However, where grounds under Article 18, Paragraph 6 of the Fair Trade Act are recognized, the above grace period may be extended by two years with the approval of the Korea Fair Trade Commission.

The above application for approval of a grace-period extension, the acquisition of equity interests, and the liquidation/dissolution of Asiana T&I Co., Ltd., among others, are being reviewed as part of measures to resolve the regulatory risk arising from the possibility of violating the conduct restrictions on grandchild and great-grandchild companies of a holding company under the Fair Trade Act, and thereby to eliminate the negative effects, such as reputational damage to the merging companies and the economic and legal burden of sanctions that could arise from a regulatory violation, so as to enhance the corporate value of the merging companies. However, as of the date of filing of this securities registration statement, whether to apply for the grace-period extension approval and the likelihood of approval, as well as the specific implementation measures such as the acquisition of equity interests and the liquidation/dissolution of Asiana T&I Co., Ltd., have not been finalized, and these will be decided based on future consultation results with the Korea Fair Trade Commission, external valuation results, tax and accounting review, related licensing/filing procedures, and internal procedures such as board approval. If specific matters regarding the plan to resolve the conduct restriction are finalized in the future, the merging companies plan to inform shareholders and the market through disclosure, etc., in accordance with the relevant laws and disclosure regulations; please take note of this.

12. Other Material Matters Relevant to Investment Decisions (a) Pursuant to Articles 522 and 434 of the Commercial Act, the resolution on the approval of the merger at the shareholders' meeting is a special resolution matter. Accordingly, if the extraordinary shareholders' meeting to approve this merger fails to obtain the approval of at least two-thirds of the voting rights of the shareholders present and at least one-third of the total number of issued shares, the merger may fail to proceed. (b) This merger follows the method whereby the surviving company issues new shares to the shareholders of the dissolved company, and other than the payment of proceeds from the sale of odd-lot shares, there is no merger consideration or other cash to be paid to the shareholders of the dissolved company as a result of this merger. (c) The above "5. Type and number of new shares issued for the merger" may change depending on the results of the exercise of appraisal rights by the shareholders of Asiana Airlines, Inc. and the treatment of odd-lot shares. (d) The financial information for the most recent fiscal year in the above "6. Counterparty company to the merger" is based on Korean Air Lines Co., Ltd.'s consolidated financial statements as of the end of 2025. (e) The above "8. Merger schedule" is the expected schedule as of the filing date, and it may change due to the licensing approvals required under relevant laws and the process of consultation and approval with relevant authorities. (f) The merger-completion report meeting referenced in the above "8. Merger schedule" is replaced, pursuant to Article 526, Paragraph 3 of the Commercial Act, by a board resolution and public notice reporting completion of the merger on December 17, 2026. (g) Details regarding the above "9. Matters Concerning Appraisal Rights, Expected Purchase Price" are as follows. Article 165-5, Paragraph 3 of the Financial Investment Services and Capital Markets Act provides that the purchase price of shares shall be determined through consultation between the shareholder and the relevant company. If no agreement is reached, the purchase price shall be the amount calculated under Article 176-7, Paragraph 3 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, based on the trading price of the relevant shares traded in the securities market before the date of the board resolution. However, it is provided that if the relevant company or the shareholder demanding the purchase also objects to that purchase price, it may petition the court to determine the purchase price. Accordingly, a shareholder who objects to the purchase price of the shares may petition the court to determine the purchase price; investors should take note of this. The purchase price of the shares, calculated pursuant to Article 176-7, Paragraph 3 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, is as set out below, and Asiana Airlines, Inc. has decided to present this purchase price to the relevant shareholders as the price for consultation.

[Method of calculating Asiana Airlines Co., Ltd.'s expected share purchase price] (Article 176-7, Paragraph 3 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act) - Price proposed by the company for consultation: KRW 7,030 - Basis of calculation: The amount calculated under the purchase-price calculation method of Article 165-5 of the Financial Investment Services and Capital Markets Act and Article 176-7 of its Enforcement Decree - Treatment if agreement is not reached: The amount shall be calculated based on the trading price of the relevant shares traded in the securities market, pursuant to Article 165-5 of the Financial Investment Services and Capital Markets Act and Article 176-7 of its Enforcement Decree, and if the shareholder demanding the purchase objects to that purchase price, it may petition the court to determine the purchase price.

(1) Method of calculating the expected share purchase price (reference date: May 12, 2026): (i) Volume-weighted average price for the most recent 2 months: KRW 7,041 (calculation period: March 13, 2026~May 12, 2026) (ii) Volume-weighted average price for the most recent 1 month: KRW 7,063 (calculation period: April 13, 2026~May 12, 2026) (iii) Volume-weighted average price for the most recent 1 week: KRW 6,987 (calculation period: May 6, 2026~May 12, 2026) * Reference purchase price [(i)+(ii)+(iii)]/3: KRW 7,030

(2) Calculation details: For the calculation details, please refer to the material event report (merger decision) disclosed by Asiana Airlines, Inc.

The deadline for exercising appraisal rights by shareholders of Asiana Airlines, Inc. is September 1, 2026, and the deadline may change if that date becomes a non-business day due to the designation of a temporary public holiday or similar circumstances. Meanwhile, since the surviving company, Korean Air Lines Co., Ltd., is conducting this merger as a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized for its shareholders.

(h) If odd lots of less than one share arise from the allotment of new merger shares, the shareholder entitled to such odd lots will be paid in cash an amount calculated based on the closing price traded on the Korea Exchange on the listing date of the new merger shares, and such odd-lot shares will be acquired as treasury shares by the surviving company, Korean Air Lines Co., Ltd., pursuant to Article 341-2, Item 3 of the Commercial Act. (i) No new merger shares will be allotted in respect of the common shares of the dissolved company, Asiana Airlines, Inc., held by the surviving company, Korean Air Lines Co., Ltd., the treasury shares held by Asiana Airlines, Inc., or the treasury shares that Asiana Airlines, Inc. comes to own as a result of the exercise of appraisal rights by its shareholders. (j) Korean Air Lines Co., Ltd., the surviving company after the merger, is, as of the date of filing of this material event report, a company listed on the KOSPI Market of the Korea Exchange, and it will maintain its status as a KOSPI-listed company after the merger. (k) The surviving company is pursuing this merger as a small-scale merger; however, pursuant to Article 527-3, Paragraph 4 of the Commercial Act, if shareholders owning 20% or more of the total number of issued shares of the surviving company notify their written dissent to the merger within two weeks from the date of the merger announcement, this merger may not proceed as a small-scale merger. (l) Pursuant to Article 11, Paragraph 1, Item 4 of the amended Monopoly Regulation and Fair Trade Act (hereinafter the "Fair Trade Act"), which took effect on August 7, 2024, a merger between a parent company and its subsidiary is excluded from the domestic business combination filing requirement. Meanwhile, with respect to business combination filings with foreign competition authorities, Vietnam is subject to a filing requirement under its relevant laws, and the company plans to submit a business combination filing to the Vietnamese competition authority immediately after the date of the board resolution approving the execution of this merger agreement. For other countries as well, if a business combination filing is determined to be necessary, the company plans to take action in accordance with the laws of the relevant country. (m) Pursuant to Article 22, Paragraph 1 of the Aviation Business Act, Korean Air Lines Co., Ltd. must obtain approval from the Minister of Land, Infrastructure and Transport for this merger (including acceptance of the merger filing by the Seoul Regional Aviation Administration under delegation from the Minister of Land, Infrastructure and Transport; the same applies hereinafter). Accordingly, the merger procedure cannot be completed before approval is obtained from the Minister of Land, Infrastructure and Transport. Korean Air Lines Co., Ltd. submitted an application for merger approval and the accompanying documents to the Minister of Land, Infrastructure and Transport immediately after the board resolution approving the execution of this merger agreement, and on June 25, 2026 it received notice of approval of the air transport business merger for this merger. (n) The conditions precedent and termination conditions of the agreement set forth in this merger agreement are as follows.

Article 12 (Conditions Precedent): The obligation of each contracting company to implement this merger pursuant to this agreement is conditioned on the following items being satisfied by the merger effective date, or on the counterparty company waiving satisfaction thereof in writing (limited to the conditions in items 2 through 5). (1) This agreement and this merger shall have been lawfully approved by the board of directors and/or shareholders' meeting of each contracting company in accordance with the relevant laws and each company's articles of incorporation (for clarity, if the surviving company decides, pursuant to the proviso of Article 6, Paragraph 1 of this agreement, to proceed with this merger as a general merger, and this agreement and this merger are accordingly lawfully approved at the surviving company's shareholders' meeting, this condition shall be deemed satisfied). (2) All material government approvals required to be obtained before the merger effective date in connection with this merger, including the merger approval under the Aviation Business Act, shall have been obtained. (3) The representations and warranties made by the counterparty company to this agreement shall be true and accurate in all material respects as of the date of execution of this agreement and as of the merger effective date. (4) The counterparty company to this agreement shall have performed and complied, in all material respects, with all covenants and obligations under this agreement. (5) No material adverse change shall have occurred in the property or business condition of each contracting company from the date of execution of this agreement until the merger effective date. (6) No law or government order that delays or renders unlawful the performance of this agreement shall have been issued or taken effect after the date of execution of this agreement.

Article 13 (Termination): (1) Each contracting company may terminate this agreement at any time before the merger effective date by written agreement with the counterparty company. (2) If grounds arise making a small-scale merger impossible, the surviving company may terminate this agreement by written notice to the dissolved company within two weeks from the deadline for objecting to the small-scale merger. However, this shall not apply if the surviving company decides, pursuant to the proviso of Article 6, Paragraph 1 of this agreement, to proceed with this merger as a general merger and notifies the dissolved company in writing of such intent (for clarity, after such written notice, this agreement may not be terminated for the reason set out in the main text of this paragraph under any circumstances). (3) If a material change occurs in the assets, liabilities, or business condition of either contracting company, or there is an unforeseeable material defect, insolvency, or other material change in circumstances related to the merger, the contracting companies may, by agreement, adjust the terms of this agreement or terminate this agreement. (4) In connection with this merger, if, as to either the surviving company (limited to the case where the surviving company has decided, pursuant to the proviso of Article 6, Paragraph 1 of this agreement, to proceed with this merger as a general merger and has notified the dissolved company in writing of such intent; the same applies hereinafter in this paragraph) or the dissolved company, the aggregate amount of the share purchase prices (calculated based on the expected purchase price presented by each contracting company in the material event report relating to this merger) for shares for which appraisal rights have been exercised exceeds KRW [one trillion (1,000,000,000,000)] as of the expiration of the appraisal-right exercise period, the surviving company or dissolved company in which such circumstance arises shall, through a board resolution, determine whether to proceed with this merger, and if it decides to discontinue this merger, it may terminate this agreement by written notice to the counterparty company. (5) If this agreement is terminated pursuant to Paragraphs 1 through 4 of this Article, each contracting company and its shareholders, officers, employees, agents, and other representatives shall bear no liability in connection with this agreement or the transactions under this agreement. (6) If the representations and warranties under this agreement made by either contracting company (the "Breaching Company") are inaccurate or inconsistent with the facts and a material adverse effect has resulted or is reasonably expected to result therefrom, or if the Breaching Company materially breaches a covenant or other obligation under this agreement and fails to cure the breach within 7 days of receiving written notice demanding cure from the counterparty company (the "Non-Breaching Company") (provided that the 7-day cure notice applies only where the breach is curable), the Non-Breaching Company may terminate this agreement by written notice to the Breaching Company. (7) Each contracting company may terminate this agreement by written notice to the counterparty company if, among the government approvals required in connection with this merger, a government approval that has a material effect on the business of the contracting company or on this merger (including the merger approval under the Aviation Business Act) is conclusively denied, or if it is determined that the conditions precedent under Article 12 of this agreement cannot be satisfied. (8) If this agreement is terminated, except as otherwise provided in this agreement, the surviving company and the dissolved company shall no longer hold any rights or bear any obligations under this agreement. (9) Notwithstanding the termination of this agreement, provisions that by their nature are intended to survive (including, without limitation, Articles 13, 17 and 18 of this agreement) or the rights and obligations thereunder shall continue to remain in effect.

(o) The "corporate value" in the above "4. Basis for calculating the merger ratio" was calculated by multiplying the merger value by the total number of issued shares, pursuant to Article 5-13-2 of the Regulation on Issuance, Public Disclosure, etc. of Securities. Among the "corporate values," the corporate value of the surviving company is the corporate value based on the common shares of Korean Air Lines Co., Ltd. (p) December 17, 2026, the scheduled date of merger registration in the above "8. Merger schedule," is the scheduled date for filing the application for merger registration. (q) The surviving company filed the securities registration statement on June 25, 2026, and the future schedule may change due to the process of consultation and approval with relevant authorities. (r) In order to fulfill the directors' duty of loyalty under Article 382-3 of the Commercial Act and to implement the fairness-enhancing measures under the Ministry of Justice's "Guidelines on the Code of Conduct for Directors in Corporate Restructuring" (hereinafter the "Ministry of Justice Guidelines"), Asiana Airlines, Inc. implemented fairness-enhancing measures for this merger, including (i) operating an ESG Committee composed of outside directors as a special committee, (ii) obtaining review from independent outside experts (an accounting firm and a law firm), and (ii) providing shareholders with faithful information and communication (as stated in the filing). For specific details on this, please refer to the [Amended] Material Event Report (Merger Decision) disclosed by Asiana Airlines, Inc. on the Financial Supervisory Service's Data Analysis, Retrieval and Transfer System (DART) on July 13, 2026.

* For further details, please refer to the amended disclosure of the securities registration statement (merger) filed by Korean Air Lines Co., Ltd. on July 13, 2026. * Related disclosures: None (-) * Related disclosure regulations: Financial Investment Services and Capital Markets Act

[Matters Concerning the Subsidiary] Subsidiary name: Asiana Airlines Co., Ltd.; English name: ASIANA AIRLINES, INC. Representative: Song Bo-yeong Main business: Air passenger transport Major subsidiary status: Applicable Total assets of the subsidiary (KRW): 12,187,613,804,660 Consolidated total assets of the controlling company (KRW): 50,406,072,098,945 As a percentage of the controlling company's consolidated total assets (%): 24.18