Material event report (merger)

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What happened

Material Event Report (Merger Decision) 6.1 Kolmar BioTech Co., Ltd.

Material Event Report / Matter Subject to Exchange Disclosure Obligation To: Financial Services Commission / Korea Exchange Date: July 20, 2026 Company name: Kolmar BioTech Co., Ltd. Representative director: Moon Byung-seok Head office address: Kolmar Bio-Cluster, 593-8 Dongtan-gihung-ro, Dongtan-gu, Hwaseong-si, Gyeonggi-do Phone: 031-280-5200 Website: http://kolmarbiotech.com Preparer: Executive Vice President Nam Young-pyo, Phone: 031-280-5317

Merger Decision

1. Merger method: Kolmar BioTech Co., Ltd. will absorb MOD Materials Co., Ltd. - Surviving company: Kolmar BioTech Co., Ltd.; Extinguished company: MOD Materials Co., Ltd. Merger form: small-scale merger. 2. Purpose of the merger: To absorb MOD Materials Co., Ltd., a wholly owned subsidiary engaged in cosmetic-ingredient manufacturing, to integrate business capabilities, improve management efficiency, and secure medium- to long-term growth drivers. 3. Material effects and impact of the merger: 1) Effect on management: As of this report, the Company owns 100% of the extinguished company. The merger ratio is 1:0, so no new shares of the surviving company will be issued, there will be no change in the Company's largest shareholder, and Kolmar BioTech Co., Ltd. will remain the continuing legal entity. 2) Effect on finances and operations: Integrating infrastructure and optimizing operating processes between the two companies, and making active use of the Kolmar Group's infrastructure, is expected to reduce management costs and improve profitability through economies of scale; combining business capabilities is also expected to diversify revenue sources, improve financial indicators such as earnings per share, and ultimately increase shareholder value. 4. Merger ratio: Kolmar BioTech Co., Ltd. : MOD Materials Co., Ltd. = 1.0000000 : 0.0000000. [SPAC extinguishing-merger multiplier: not applicable] 5. Basis for calculating the merger ratio: Because the surviving company owns 100% of the extinguished company's shares and will not issue new shares in the merger, the merger ratio was calculated as 1:0. - Enterprise value: Surviving company none; Extinguished company none 6. External valuation: Not applicable. Basis and reason: Under the proviso to Article 176-5(8)(2)(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, where a company owning all of another company's issued shares merges with it without issuing new shares, an external valuation institution's assessment of merger-value fairness is not required; because this merger falls under that provision, no such assessment was obtained. Name, period, opinion: none. 7. Type and number of new merger shares (shares): Common shares: none; Class shares: none. 8. Merger counterparty: Company name MOD Materials Co., Ltd. Main business: cosmetic-ingredient manufacturing. Relationship to the Company: subsidiary. Most recent fiscal year financial information (KRW): Total assets 3,687,773,126; Capital stock 500,000,000; Total liabilities 3,019,177,446; Revenue 15,534,903,138; Total equity 668,595,680; Net income -16,755,536. External audit: auditor Woori Accounting Corporation, opinion unqualified. 9. Newly incorporated merger company: not applicable. 10. Merger schedule: Merger agreement date July 21, 2026; Shareholder record date August 4, 2026; Period to receive notices of merger objection August 4 - August 18, 2026; Creditor objection period August 20 - September 21, 2026; Merger effective date September 22, 2026; Completion-report general meeting date September 22, 2026; Expected merger registration date October 1, 2026. (Shareholders' meeting date, appraisal-rights period, old share certificate submission, trading suspension, new share certificate delivery, and new-share listing date: none, as no new shares are issued.) 11. Whether this is a backdoor listing: Not applicable. 12. Whether another company meets backdoor-listing requirements: Not applicable. 13. Matters concerning appraisal (share-purchase) rights: Because this is a small-scale merger under Article 527-3 of the Commercial Act, no appraisal rights are granted to Kolmar BioTech Co., Ltd. shareholders. (All other sub-items: none.) 14. Board resolution date (decision date): July 20, 2026 - Outside directors in attendance: 2; absent: 0 - Attendance of auditor (audit committee member who is not an outside director): present. 15. Whether a put option or similar agreement was entered into: No. 16. Whether a securities registration statement is required: No. Reason for exemption: because this is a no-new-shares merger, it does not involve a solicitation or sale of securities requiring a registration statement. 17. Future plans for corporate restructuring: As of this report, the Company has no plans for corporate restructuring after the merger's completion. 18. Other material matters for investors' reference: 1) Because this is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and shareholders'-meeting approval is replaced by board approval. 2) Under Article 527-3(4), if shareholders holding 20% or more of the surviving company's total issued shares notify the Company in writing within two weeks of the merger announcement that they oppose the merger, it may not proceed as a small-scale merger. 3) The merger counterparty's financial information above is based on its financial statements as of the end of 2025. 4) The completion-report general meeting will be replaced by notice on the Company's website, under Article 526(3) of the Commercial Act, following a board resolution. 5) The parties may amend the merger agreement by mutual consent if unforeseeable circumstances (natural disaster, sudden economic change, material change in business condition, regulatory requests, etc.) arise before the merger effective date. 6) Key merger schedule: Board resolution to merge July 20, 2026 (website notice for the dissent record date); Merger agreement execution July 21, 2026; Record date to determine voting shareholders August 4, 2026 (website notice for the small-scale merger); Period to receive notices of merger objection August 4 - August 18, 2026; Board resolution approving the merger (in lieu of a shareholders' meeting) August 19, 2026; Creditor objection notice August 20, 2026; Creditor objection period August 20 - September 21, 2026; Merger effective date September 22, 2026; Board resolution/announcement in lieu of the completion-report and inaugural meetings September 22, 2026; Expected merger (dissolution) registration date October 1, 2026. 7) The above schedule is as expected at the filing date and may change through consultation with and approval from relevant authorities. 8) Securities registration statement: not applicable; reason for exemption: no-new-shares merger. Related disclosures: none.

[Detailed Statement of Key Merger Matters] 1. Overview of the merger 1) Merger counterparty: Surviving company - Name Kolmar BioTech Co., Ltd.; Address 593-8 Dongtan-gihung-ro, Dongtan-gu, Hwaseong-si, Gyeonggi-do; Representative director Moon Byung-seok; KOSDAQ-listed. Extinguished company - Name MOD Materials Co., Ltd.; Address 2nd floor, 12-10 Deokgogae-gil, Jeonui-myeon, Sejong Special Self-Governing City; Representative director Kwak Ki-hoon; unlisted. 2) Background: as described in "2. Purpose of the merger" above. 3) Material effects on management, finances and operations: as described in "3." above. 4) Whether this is a backdoor listing: Not applicable. 5) Future restructuring plans: none finalized as of this report. 6) Overview of the counterparty: see "2. Matters Concerning the Merger Counterparty" below. 7) Form of the merger: Kolmar BioTech Co., Ltd. (surviving) absorbs MOD Materials Co., Ltd. (extinguished); because the extinguished company is a wholly owned subsidiary, this is a no-new-shares merger and a small-scale merger under Article 527-3, so shareholders'-meeting approval is replaced by board approval, and no appraisal rights are granted. 8) Merger schedule: same as item 10/6) above. Note: expected schedule, subject to change through regulatory consultation and approval. 9) Whether a securities registration statement must be filed: Not applicable, because the no-new-shares merger does not constitute a solicitation or sale of securities under Article 119 of the Financial Investment Services and Capital Markets Act. 10) Conditions for completion and investment risk factors (a) Termination conditions: the surviving and extinguished companies may terminate by written agreement at any time before the merger effective date; either party may terminate by written notice if (1) a condition precedent under Article 13 is not satisfied by the merger effective date, (2) a shareholder holding 20% or more of the surviving company's shares objects to replacing shareholders'-meeting approval with board approval, (3) a natural disaster or other cause materially and adversely affects either party's assets, liabilities, or management condition between execution and the merger effective date, or (4) a party breaches the agreement and fails to cure within 10 business days of a cure request; the agreement automatically loses effect upon receipt of such notice. (b) Resolution requirements: if the board resolution approving the merger (in lieu of a shareholders' meeting) fails to obtain a majority of directors present and a majority approval, the merger agreement loses effect. (c) Notice of dissent: under Article 527-3(4), a shareholder holding 20% of the Company's total issued shares who notifies written opposition within two weeks of the announcement date can prevent the merger from proceeding as a small-scale merger, which may change the procedure and schedule. 11) Regulations or special provisions: this merger qualifies as a simplified merger under Article 527-2 and a small-scale merger under Article 527-3 of the Commercial Act, replacing shareholders'-meeting approval with board approval at both companies; it must comply with the creditor-protection procedures under Article 527-5 and KOSDAQ disclosure rules; because the surviving company owns all of the extinguished company's shares, no new shares or merger consideration will be issued or paid. 12) Merger value, basis, and external valuation: the merger ratio was set at 1.0000000:0.0000000 with no merger-value calculation, because the surviving company owns 100% of the extinguished company and issues no new shares; no external valuation institution's assessment was obtained, under the proviso to Article 176-5(8)(2)(b) of the Enforcement Decree. 13) Merger procedure summary: as a 100% absorption, small-scale merger at ratio 1.0000000:0.0000000, Kolmar BioTech Co., Ltd. will issue no new shares; as of this report, neither party holds treasury shares; under the merger agreement, the surviving company guarantees continued employment for the extinguished company's employees. 14) Relationship between the parties (a) Equity relationship: the Company owns 100% of the extinguished company, which is its subsidiary. Related parties: identical, because the extinguished company is wholly owned. (b) Transactions: Equity investment (Unit: KRW millions) - Investor Kolmar BioTech Co., Ltd.; Investee MOD Materials Co., Ltd.; Acquisition date June 30, 2026; Shares 100,000; Equity ratio 100.0%; Acquisition cost 830. Debt guarantees, collateral, purchase/sale transactions, and operating receivables/payables: not applicable. (c) Transactions with major shareholders: not applicable.

2. Matters Concerning the Merger Counterparty 1) Company overview: Company name MOD Materials Co., Ltd.; Representative director Kwak Ki-hoon; Date of incorporation October 29, 2021; Address 2nd floor, 12-10 Deokgogae-gil, Jeonui-myeon, Sejong Special Self-Governing City; Business registration number 321-88-02373; Main business: cosmetic-ingredient manufacturing; Credit rating: not applicable; Listing status: unlisted. 2) Summary financial information, most recent 3 years (a) Statement of financial position (Unit: KRW millions): end of 2025 / end of 2024 / end of 2023 - Current assets: 3,685 / 2,245 / 1,653 Non-current assets: 2 / 3 / 3 Total assets: 3,688 / 2,248 / 1,657 Current liabilities: 2,970 / 1,528 / 1,172 Non-current liabilities: 49 / 29 / 14 Total liabilities: 3,019 / 1,557 / 1,186 Capital stock: 500 / 500 / 500 Retained earnings: 169 / 190 / -29 Total equity: 669 / 690 / 471 (b) Income statement (Unit: KRW millions): 2025 / 2024 / 2023 - Revenue: 15,535 / 10,641 / 7,132 Cost of sales: 15,323 / 10,193 / 6,837 Gross profit: 212 / 448 / 295 SG&A expenses: 228 / 198 / 213 Operating income (loss): -16 / 250 / 82 Net income (loss): -17 / 224 / 81 (c) External auditor's opinion: 2025 auditor Woori Accounting Corporation (unqualified); 2024 auditor Woori Accounting Corporation (unqualified); 2023 auditor Seohyun Accounting Corporation (unqualified) 3) Board and corporate bodies: an unlisted company with one representative director who also serves as its sole in-house director. 4) Shareholders: Kolmar BioTech Co., Ltd., 100,000 shares, 100.0% equity. 5) Officers and employees: Registered executives 1; Unregistered executives none; Employees 2. 6) Affiliates: identical to the Company's, as a parent-subsidiary pair. 7) Other investor-protection matters: no material litigation, no other contingent liabilities, no sanctions.