Humax

115160 · KOSDAQ · Industrials · SMALL CAP

[Amended] Material event report (merger)

Humax Co., Ltd. amends its June 30, 2026 report on absorbing Humax Holdings Co., Ltd. by merger to reflect completion of the cancellation of 4,609 treasury shares arising from Humax's share consolidation (Humax Holdings' stake in Humax rising slightly to 35.64% and Byun Dae-gyu's stake in Humax Holdings to 35.47%, with his expected post-merger stake in Humax unchanged at 16.61%), and to add that Humax Holdings' separate holding of 1,535,273 Humax shares will be cancelled at a board meeting around October 30, 2026, after merger registration and listing of the new shares (expected October 19, 2026).

M&A([Amended] Material event report (merger))· FILED 2026-07-22· RCEPT 20260722000487

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-08-11) →

What happened

Material Event Report (Merger Decision) 6.1

Humax Co., Ltd. Amended Report July 22, 2026

1. Disclosure document being amended: Material event report (merger decision) 2. Original filing date of the disclosure being amended: June 30, 2026 Filing date: 2026-06-30; Document name: Material Event Report (Merger Decision); Remarks: original filing Filing date: 2026-07-22; Document name: [Amended] Material Event Report (Merger Decision); Remarks: 1st amendment ("text shown in blue")

3. Amended items Item: "3. Material Effects and Impact of the Merger"; Reason for amendment: correction to reflect completion of the treasury-share cancellation, and to reflect requested supplementation of the Securities Registration Statement Before: As of the material event report filing date, the largest shareholder of Humax Co., Ltd. (the surviving company) is the dissolving company Humax Holdings Co., Ltd., holding a 35.60% stake, and the largest shareholder of Humax Holdings Co., Ltd. is Byun Dae-gyu, holding a 35.44% stake. Through this merger, Humax Holdings Co., Ltd. will be dissolved by absorption, and the largest shareholder of the surviving company, Humax Co., Ltd., is expected to change to Byun Dae-gyu, with an expected stake of 16.61%. The Company plans to cancel, by board resolution, the 4,609 treasury shares acquired in the share-consolidation process, and plans to immediately cancel, through a separate board resolution right after the merger, the full 1,535,273 Humax common shares held by Humax Holdings Co., Ltd. The expected stake above, after the change in largest shareholder, is calculated assuming that treasury-share cancellation has been completed. After: As of the material event report filing date, the largest shareholder of Humax Co., Ltd. (the surviving company) is the dissolving company Humax Holdings Co., Ltd., holding a 35.64% stake, and the largest shareholder of Humax Holdings Co., Ltd. is Byun Dae-gyu, holding a 35.47% stake. Through this merger, Humax Holdings Co., Ltd. will be dissolved by absorption, and the largest shareholder of the surviving company, Humax Co., Ltd., is expected to change to Byun Dae-gyu, with an expected stake of 16.61%. The Company has completed cancellation, by board resolution, of the 4,609 treasury shares acquired in the share-consolidation process, and plans to immediately cancel, through a separate board resolution right after the merger, the full 1,535,273 Humax common shares held by Humax Holdings Co., Ltd. (A board meeting for this cancellation is expected to be held around October 30, 2026, within one month after merger registration and the additional listing of the merger new shares (expected date: October 19, 2026). This schedule may change depending on the overall merger timetable, including the effective date of the Securities Registration Statement and the date of the shareholders' meeting, and the Company will disclose the board resolution date and cancellation date under applicable law once fixed.) The expected stake above, after the change in largest shareholder, is calculated assuming that treasury-share cancellation has been completed.

Item: "18. Other Matters Relevant to Investment Decisions" (reflecting requested supplementation of the Securities Registration Statement) (Note 1) Before (Note 1): (c) Humax Co., Ltd. plans to cancel, by board resolution, the 4,609 treasury shares acquired in the share-consolidation process, and plans to immediately cancel, through a separate board resolution right after the merger, the full 1,535,273 Humax common shares held by Humax Holdings Co., Ltd. In this case, the expected stake of Byun Dae-gyu, the largest shareholder of the surviving company, Humax Co., Ltd., will be 16.61%. The expected change in the stakes of key shareholders before and after the merger is as follows. [Changes in Holdings of the Largest Shareholder and Related Parties Before and After the Merger] (basis date: June 29, 2026) (unit: shares, %) Columns: Before the merger, holding in Humax Holdings / Before the merger, holding in Humax / After the merger, holding in Humax (before cancellation) / After the merger and cancellation, holding in Humax Byun Dae-gyu (largest shareholder, common shares): 897,411 (35.44%) / - (0.00%) / 865,706 (12.83%) / 865,706 (16.61%) Park Bo-gyeong (special related party, common shares): 22,103 (0.87%) / - (0.00%) / 21,322 (0.32%) / 21,322 (0.41%) J2B Co., Ltd. (affiliated company, common shares): 101,800 (4.02%) / 2,207 (0.05%) / 100,410 (1.49%) / 100,410 (1.93%) Humax Holdings Co., Ltd. (largest shareholder, common shares): - (0.00%) / 1,535,273 (35.60%) / 1,535,273 (22.75%) / - (0.00%) Jung Seong-min (officer, common shares): - (0.00%) / 5,981 (0.14%) / 5,981 (0.09%) / 5,981 (0.11%) Byun Ji-young (other, common shares): - (0.00%) / 2,238 (0.05%) / 2,238 (0.03%) / 2,238 (0.04%) Byun Jung-seok (other, common shares): - (0.00%) / 1,901 (0.04%) / 1,901 (0.03%) / 1,901 (0.04%) Jung Chang-su (affiliated-company officer, common shares): - (0.00%) / 1,000 (0.02%) / 1,000 (0.01%) / 1,000 (0.02%) Shim Jae-hyun (affiliated-company officer, common shares): - (0.00%) / 500 (0.01%) / 500 (0.01%) / 500 (0.01%) Largest shareholder and related parties, total (common shares): 1,021,314 (40.33%) / 1,549,100 (35.92%) / 2,534,331 (37.55%) / 999,058 (19.16%) Other shareholders (common shares): 1,509,032 (59.59%) / 2,758,433 (63.97%) / 4,214,148 (62.45%) / 4,214,148 (80.84%) Treasury shares (common shares): 2,179 (0.09%) / 4,609 (0.11%) / - (0.00%) / - (0.00%) Total shares outstanding (common shares): 2,532,525 (100.00%) / 4,312,142 (100.00%) / 6,748,479 (100.00%) / 5,213,206 (100.00%) (omitted) If this merger and the treasury-share cancellation are completed, the expected total shares outstanding of the surviving company, Humax Co., Ltd., are as follows. (a) Total shares outstanding before the merger: 4,312,142; (b) Cancellation of previously held treasury shares: 4,609; (c) Issuance of merger new shares: 2,440,946; (d) Cancellation of treasury shares: 1,535,273; (e) Total shares outstanding after the merger (a-b+c-d): 5,213,206

After (Note 1) (supplemented and added): (c) Humax Co., Ltd. has completed cancellation, by board resolution, of the 4,609 treasury shares acquired in the share-consolidation process, and plans to immediately cancel, through a separate board resolution right after the merger, the full 1,535,273 Humax common shares held by Humax Holdings Co., Ltd. (A board meeting for this cancellation is expected to be held around October 30, 2026, within one month after merger registration and the additional listing of the merger new shares (expected date: October 19, 2026). This schedule may change depending on the overall merger timetable, and the Company will disclose the board resolution date and cancellation date under applicable law once fixed.) In this case, the expected stake of Byun Dae-gyu, the largest shareholder of the surviving company, Humax Co., Ltd., will be 16.61%. The expected change in the stakes of key shareholders before and after the merger is as follows. [Changes in Holdings of the Largest Shareholder and Related Parties Before and After the Merger] (basis date: July 21, 2026) (unit: shares, %) Columns: Before the merger, holding in Humax Holdings / Before the merger, holding in Humax / After the merger, holding in Humax (before cancellation) / After the merger and cancellation, holding in Humax Byun Dae-gyu (largest shareholder, common shares): 897,411 (35.47%) / - (0.00%) / 865,706 (12.83%) / 865,706 (16.61%) Park Bo-gyeong (special related party, common shares): 22,103 (0.87%) / - (0.00%) / 21,322 (0.32%) / 21,322 (0.41%) J2B Co., Ltd. (affiliated company, common shares): 101,800 (4.02%) / 2,207 (0.05%) / 100,410 (1.49%) / 100,410 (1.93%) Humax Holdings Co., Ltd. (largest shareholder, common shares): - (0.00%) / 1,535,273 (35.64%) / 1,535,273 (22.75%) / - (0.00%) Jung Seong-min (officer, common shares): - (0.00%) / 5,981 (0.14%) / 5,981 (0.09%) / 5,981 (0.11%) Byun Ji-young (other, common shares): - (0.00%) / 2,238 (0.05%) / 2,238 (0.03%) / 2,238 (0.04%) Byun Jung-seok (other, common shares): - (0.00%) / 1,901 (0.04%) / 1,901 (0.03%) / 1,901 (0.04%) Jung Chang-su (affiliated-company officer, common shares): - (0.00%) / 1,000 (0.02%) / 1,000 (0.01%) / 1,000 (0.02%) Shim Jae-hyun (affiliated-company officer, common shares): - (0.00%) / 500 (0.01%) / 500 (0.01%) / 500 (0.01%) Largest shareholder and related parties, total (common shares): 1,021,314 (40.36%) / 1,549,100 (35.96%) / 2,534,331 (37.55%) / 999,058 (19.16%) Other shareholders (common shares): 1,405,746 (55.56%) / 2,758,433 (64.04%) / 4,214,148 (62.45%) / 4,214,148 (80.84%) Treasury shares (common shares): 103,286 (4.08%) / - (0.00%) / - (0.00%) / - (0.00%) Total shares outstanding (common shares): 2,530,346 (100.00%) / 4,307,533 (100.00%) / 6,748,479 (100.00%) / 5,213,206 (100.00%)

Note 1) The 2,179 and 4,609 treasury shares acquired by the merger-surviving company and the merger-dissolving company, respectively, as odd-lot shares arising from the share consolidation, were resolved for cancellation by board resolution on June 30, 2026, and the cancellation was completed on July 13, 2026. In addition, the 1,535,273 Humax shares held by the dissolving company, Humax Holdings Co., Ltd., will be cancelled at a board meeting expected to be held around October 30, 2026, within one month after merger registration and the additional listing of the merger new shares (expected date: October 19, 2026). This schedule may change depending on the overall merger timetable, and the Company will disclose the board resolution date and cancellation date under applicable law once fixed. Note 2) Any treasury shares acquired through the exercise of appraisal rights by shareholders of Humax and Humax Holdings will likewise all be cancelled. Note 3) The post-merger shareholding ratios above apply the expected number of merger new shares to be issued as of the Securities Registration Statement filing date, and are subject to change. They may also change depending on the exercise of appraisal rights against the merging companies. Note 4) The remaining KRW 990 million face value of Humax Holdings' Series 11 unregistered unsecured private exchangeable bonds (including overseas exchangeable bonds) was fully redeemed and repaid before maturity on July 13, 2026, by agreement with the bondholders; the 103,286 treasury shares re-held as a result of the repayment will be cancelled before this merger. Source: information provided by the merging companies.

If this merger and the treasury-share cancellation are completed, the expected total shares outstanding of the surviving company, Humax Co., Ltd., are as follows. (a) Total shares outstanding before the merger: 4,307,533; (b) Issuance of merger new shares: 2,440,946; (c) Cancellation of treasury shares: 1,535,273; (d) Total shares outstanding after the merger (a+b-c): 5,213,206 Note: following completion on July 13, 2026 of the cancellation of previously held treasury shares, total shares outstanding as of the material event report filing date, July 22, 2026, are 4,307,533.

(For further detail, see the Securities Registration Statement (Merger) of Humax Co., Ltd., which is scheduled for disclosure on July 22, 2026.)

Material Event Report / Korea Exchange Disclosure Obligation To the Financial Services Commission / Korea Exchange June 30, 2026

Company name: Humax Co., Ltd. CEO: Jung Chang-su Head office address: 2 Yeongmun-ro, Cheoin-gu, Yongin-si, Gyeonggi-do Phone: 031-776-6114; Website: http://kr.humaxdigital.com Preparer: (Title) CFO (Name) Shim Jae-hyun; Phone: 031-776-6114

Merger Decision

1. Merger method: Humax Co., Ltd. absorbs Humax Holdings Co., Ltd. by merger. Surviving company: Humax Co., Ltd. Dissolving company: Humax Holdings Co., Ltd. (Name of the surviving company after the merger: Humax Co., Ltd.) Merger form: not applicable

2. Purpose of the merger: the merging companies intend to pursue the merger to generate synergy through integrating management resources, strengthen business competitiveness, improve management efficiency, and improve corporate governance, so as to maximize corporate value and, through it, shareholder value.

3. Material effects and impact of the merger (1) Effect on the Company's management: As of the material event report filing date, the largest shareholder of Humax Co., Ltd. (the surviving company) is the dissolving company Humax Holdings Co., Ltd., holding a 35.64% stake, and the largest shareholder of Humax Holdings Co., Ltd. is Byun Dae-gyu, holding a 35.47% stake. Through this merger, Humax Holdings Co., Ltd. will be dissolved by absorption, and the largest shareholder of the surviving company, Humax Co., Ltd., is expected to change to Byun Dae-gyu, with an expected stake of 16.61%. The Company has completed cancellation, by board resolution, of the 4,609 treasury shares acquired in the share-consolidation process, and plans to immediately cancel, through a separate board resolution right after the merger, the full 1,535,273 Humax common shares held by Humax Holdings Co., Ltd. (A board meeting for this cancellation is expected to be held around October 30, 2026, within one month after merger registration and the additional listing of the merger new shares (expected date: October 19, 2026); this schedule may change depending on the overall merger timetable, and the Company will disclose the board resolution date and cancellation date under applicable law once fixed.) The expected stake above, after the change in largest shareholder, is calculated assuming treasury-share cancellation has been completed. (2) Effect on the Company's finances: Humax is intensively developing its EV-charger business as a core future growth driver, an industry where early infrastructure build-out and preemptive investment to secure early global market position materially affect future market power. Customer-facing services such as smart parking, the mobility platform, car-sharing, taxi, and designated-driver services also provide the group with a stable cash-generation base that can be flexibly deployed under future business strategy. Cost competitiveness is expected to strengthen after the merger through economies of scale and a more diversified business portfolio. The merger is therefore expected to expand the Company's financial structure and increase its scale and earnings. (3) Effect on the Company's business: by integrating Humax Holdings' investment function into Humax's business operations, the structural gap that existed between group-level strategy-setting and actual business execution under the former holding-company structure will be eliminated. Under that prior structure, separating the investment function from the business function created a risk of structural inefficiency in some decision-making. After the merger, a single integrated governance structure is expected to strengthen the link between strategy-setting and execution and enable faster decision-making. In particular, combining Humax's manufacturing and global supply capability built up in its set-top box business with EV-charging and mobility-infrastructure businesses, together with Humax Holdings' AI capability, is expected to create an agile, integrated "invest-develop-operate" business system and to be a turning point toward becoming a leading AI/big-data-based integrated mobility-as-a-service (MaaS) company that goes beyond the limits of hardware manufacturing and infrastructure operation. (4) Effect on shareholder value of the merging companies: as of the merger-new-share allotment record date (the business day before the consolidation record date under the Act on Electronic Registration of Stocks, Bonds, etc.), common shareholders registered in Humax Holdings' shareholders' register will receive 0.9646707 Humax common shares for each Humax Holdings common share held. However, no merger new shares will be issued for treasury shares held by Humax Holdings or for treasury shares that Humax Holdings comes to hold through the exercise of appraisal rights by its shareholders. In addition, under the government's recently announced "Delisting Reform Plan for Swift and Strict Removal of Insolvent Companies," the merging companies could, depending on market conditions, become subject to designation as an administrative issue and delisting procedures. If delisting occurs, existing shareholders, including minority shareholders, would suffer material harm by losing market liquidity for their shares and the opportunity to recover their investment at a fair market price; this merger is expected to stabilize the share price and enhance corporate value by maintaining an adequate number of shares in distribution.

4. Merger ratio: Humax : Humax Holdings = 1 : 0.9646707. The reference share prices for the merger ratio were calculated as the simple average of the volume-weighted average closing price over the most recent month, the volume-weighted average closing price over the most recent week, and the most recent closing price, as of the business day before the board resolution date. (The multiple, for a SPAC dissolution merger, of the listing-day reference price of the merger new shares against the SPAC's last trading-day closing price: not applicable)

5. Basis for calculating the merger ratio: the merger between Humax and Humax Holdings is a merger between companies listed on KOSDAQ, so the merger value was calculated, and the merger ratio derived from it, under Article 176-5, Paragraph 1, Item 1 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act. (a) Merger value of Humax common shares: the reference market price of Humax's common shares was calculated, under Article 176-5 of the Enforcement Decree of the Act, as the simple average of the volume-weighted average closing price over the most recent month, the volume-weighted average closing price over the most recent week, and the most recent closing price, as of the business day (June 29, 2026) before the earlier of the board resolution date for the merger (June 30, 2026) and the date the merger agreement was executed (June 30, 2026). No premium or discount was applied to the simple average price in determining the merger value. - One-month volume-weighted average closing price (June 1, 2026 to June 29, 2026): KRW 6,104 - One-week volume-weighted average closing price (June 23, 2026 to June 29, 2026): KRW 5,383 - Most recent closing price (June 29, 2026): KRW 5,490 - Humax merger value: KRW 5,659 (b) Merger value of Humax Holdings common shares (the dissolving company): calculated in the same manner. - One-month volume-weighted average closing price (June 1, 2026 to June 29, 2026): KRW 6,233 - One-week volume-weighted average closing price (June 23, 2026 to June 29, 2026): KRW 5,004 - Most recent closing price (June 29, 2026): KRW 5,140 - Humax Holdings merger value: KRW 5,459 Accordingly, the merger ratio was determined to be 1 : 0.9646707 (Humax : Humax Holdings). (Corporate value of the surviving company: -; of the dissolving company: -)

6. External appraisal: not applicable. Basis/reason: because this is a merger between KOSDAQ-listed companies and the merger value, and the ratio based on it, were calculated under Article 165-4 of the Financial Investment Services and Capital Markets Act and Article 176-5, Paragraph 1, Item 1 of its Enforcement Decree, an external appraisal is not required. (External appraiser name: -; appraisal period: -; appraisal opinion: -)

7. Type and number of merger new shares: common shares 2,440,946; class shares -

8. Counterparty to the merger Company name: Humax Holdings Co., Ltd.; Main business: computer programming, systems integration and management; Relationship with the Company: largest shareholder Most recent-fiscal-year financial information (KRW): Total assets: 495,072,956,926; Capital: 6,288,753,000; Total liabilities: 402,458,523,212; Revenue: 400,728,418,302; Total equity: 92,614,433,714; Net income: (83,680,397,981) External audit: auditor Seohyun Accounting Corporation; Audit opinion: unqualified (For a SPAC dissolution merger: CEO -; date of incorporation -; head office -; expected Securities Registration Statement filing date -)

9. Newly incorporated merger company: Company name -; financial information at incorporation (KRW): Total assets -; Total liabilities -; Total equity -; Capital -; most recent-fiscal-year revenue of the newly incorporated business segment, as of now (KRW): -; Main business: -; Whether re-listing will be requested: not applicable

10. Merger schedule Merger agreement date: June 30, 2026 Record date for determining shareholders: July 15, 2026 Shareholders'-register closure period: start -, end - Period for receiving notices of objection to the merger: August 5, 2026 to August 27, 2026 Expected shareholders' meeting date: August 28, 2026 Appraisal-rights exercise period: August 28, 2026 to September 17, 2026 Old share-certificate submission period: start -, end - Expected trading-suspension period: start -, end - Creditor-objection submission period: August 28, 2026 to September 29, 2026 Merger date: October 1, 2026 Completion-report general meeting: - Expected merger registration date: October 7, 2026 Expected date of delivery of new share certificates: - Expected listing date of new shares: October 19, 2026

11. Whether this is a backdoor listing: not applicable 12. Whether another company's backdoor-listing requirements are met: not applicable

13. Matters relating to appraisal rights Exercise requirements: under 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 shareholders' register as of the record date for determining shareholders who notifies the Company in writing, by the day before the shareholders'-meeting resolution date, of their objection to the board resolution on the merger may, within 20 days after the resolution date of the shareholders' meeting, submit a written demand to the Company stating the type and number of shares, demanding that the Company purchase them; a demand to purchase only part of the shares held is also possible. However, under Article 165-5, Paragraph 1 of the Financial Investment Services and Capital Markets Act and Article 176-7, Paragraph 2 of its Enforcement Decree, appraisal rights are granted only to a shareholder who can prove either that the relevant shares were acquired before the board resolution on this merger was disclosed, or that, although acquired after disclosure, (i) a sale and purchase contract for the shares, (ii) termination of a securities-lending agreement for the shares, or (iii) another legal act concerning acquisition of the shares occurred by the next business day after disclosure of the board resolution, and who has continuously held the shares until exercising appraisal rights; the right to demand purchase is forfeited for shares sold and then reacquired during that period, and once appraisal rights are exercised, the demand cannot be cancelled or withdrawn without the Company's consent. In addition, a shareholder who gave advance written notice of objection to the board resolution on this merger but then voted in favor of the merger at the shareholders' meeting may not exercise appraisal rights. The merging companies will purchase the relevant shares within one month from the date the appraisal-rights exercise period ends. The expected purchase price for the exercise of appraisal rights was calculated, under Article 176-7, Paragraph 3, Item 1 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, as the simple average of the volume-weighted average share prices over the most recent 2 months, 1 month, and 1 week as of the reference date. Expected purchase price: KRW 6,591 Exercise procedure, method, period, and place: (a) Exercise procedure: as described above, under Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a qualifying shareholder registered in the Company's shareholders' register as of the record date for determining shareholders must notify the Company in writing of their objection to the board resolution on the merger by the day before the shareholders' meeting. However, a general shareholder (formerly a "beneficial shareholder") whose share certificates are held in custody with a securities company (financial investment business entity) must notify that securities company instead; such notice of objection must be given by 3 business days before the shareholders' meeting. The securities company compiles the objections of general shareholders (formerly "beneficial shareholders") and reports them to the depository institution, the Korea Securities Depository, by 2 business days before the shareholders' meeting; the Korea Securities Depository then notifies the Company of the objection on behalf of the general shareholders (formerly "beneficial shareholders") 1 business day before the shareholders' meeting. (b) Method of demanding purchase: under Article 522-3 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder who objects to the board resolution on the merger and has notified the Company in writing before the shareholders' meeting may, within 20 days from the resolution date of that meeting, demand in writing, stating the type and number of shares, that the Company purchase some or all of the shares held. However, a general shareholder (formerly a "beneficial shareholder") whose shares are held in custody with a securities company may demand purchase by completing an appraisal-rights exercise application for the number of shares held in custody and submitting it to that securities company; a general shareholder who demands purchase from their securities company by 2 business days before the end of the appraisal-rights exercise period will have that demand filed on their behalf by the depository institution, the Korea Securities Depository. Once appraisal rights are exercised, the demand cannot be cancelled or withdrawn without the Company's consent. (c) Demand period: Record date for determining shareholders: July 15, 2026; Receipt of merger-objection notices: August 5, 2026 to August 27, 2026; Expected shareholders'-meeting date: August 28, 2026; Appraisal-rights exercise period: August 28, 2026 to September 17, 2026 (d) Place of receipt: Humax Co., Ltd. (surviving company): 2 Yeongmun-ro, Cheoin-gu, Yongin-si, Gyeonggi-do; Humax Holdings Co., Ltd. (dissolving company): 2 Yeongmun-ro, Cheoin-gu, Yongin-si, Gyeonggi-do (a general shareholder whose shares are held in custody with a securities company must notify that securities company instead) Expected payment timing and method: (a) expected payment date for the share-purchase price: September 22, 2026; (b) payment method: transfer to the shareholder's registered account (for a general shareholder whose shares are held in custody with a securities company, transfer to that shareholder's own account at the relevant securities company) Matters relating to limits on appraisal rights: if the shareholders' meeting called to approve the merger agreement rejects the agenda item, the merger agreement will not take effect and appraisal rights will also lapse. Matters relating to the purchase price and the exercise of appraisal rights may change as the process proceeds. Once appraisal rights are exercised, the demand cannot be cancelled or withdrawn without the Company's consent. Effect on the agreement: if the aggregate purchase amount Humax and Humax Holdings must pay to dissenting shareholders who exercise appraisal rights exceeds, for Humax, KRW 2,000,000,000 (including a case where the purchase price is not agreed between Humax's shareholders and Humax but the expected purchase amount is reasonably expected to exceed KRW 2,000,000,000), or, for Humax Holdings, KRW 1,000,000,000 (with the corresponding inclusion), then the merger agreement may be terminated by either Humax or Humax Holdings.

14. Date of board resolution (decision date): June 30, 2026; Outside directors present: 1, absent: -; Statutory auditor (audit committee member who is not an outside director) present: Yes

15. Whether a put-option or similar agreement was entered into: No; Contract details: -

16. Whether a Securities Registration Statement must be filed: Yes; Reason for exemption, if exempted: this merger's counterparty company, Humax, is scheduled to file the related Securities Registration Statement on July 1, 2026 (as stated in the filing).

17. Future plans for corporate restructuring: as of the material event report filing date, there are no finalized plans regarding future corporate restructuring.

18. Other matters relevant to investment decisions (a) Under Article 522 and Article 434 of the Commercial Act, the shareholders'-meeting resolution approving the merger is a special resolution. The merger may therefore fail to proceed if the extraordinary shareholders' meeting called to approve it does not obtain approval from at least two-thirds of the voting rights of shareholders present and at least one-third of the total shares outstanding. (b) Apart from cash paid to resolve fractional shares arising on the allotment of new shares, no cash consideration will be paid to shareholders of the companies participating in this merger. (c) [see the amended text and the shareholding table above] (d) The number of merger new shares in "7." above may change depending on the results of conversion and exchange requests under Humax Holdings' Series 10 private convertible bonds and Series 11 exchangeable bonds, conversion requests under Humax's Series 24 private convertible bonds, and the exercise of appraisal rights by shareholders. Under the merger ratio, for each common share of the dissolving company with a par value of KRW 2,500, 0.9646707 common shares of the surviving company with a par value of KRW 5,000 will be allotted. Accordingly, the total merger new shares to be allotted to shareholders of the dissolving company will be 2,440,946 shares (expected). Separately, the dissolving company, Humax Holdings Co., Ltd., owns 1,535,273 common shares of the surviving company. These will become treasury shares of Humax after the merger and will be cancelled simultaneously with this merger. If this merger and the treasury-share cancellation are completed, the expected total shares outstanding of the surviving company, Humax, are as follows: (a) total shares outstanding before the merger: 4,307,533; (b) merger new shares issued: 2,440,946; (c) treasury shares cancelled: 1,535,273; (d) total shares outstanding after the merger (a+b-c): 5,213,206. (Note: following completion on July 13, 2026 of the cancellation of previously held treasury shares, total shares outstanding as of the material event report filing date, July 22, 2026, are 4,307,533.) (e) The number of merger new shares in "7." above may also change depending on the exercise of appraisal rights, following approval at the extraordinary shareholders' meeting, by shareholders of Humax Holdings entitled to merger new shares. No merger new shares will be issued for treasury shares Humax Holdings comes to hold through its shareholders' exercise of appraisal rights. (f) The most recent-fiscal-year financial information of the merger counterparty, Humax Holdings Co., Ltd., in "8." above is based on its consolidated financial statements as of the end of 2025. (g) The "10. Merger schedule" above is the expected schedule as of the filing date and may change depending on required regulatory approvals and consultation with, and approval by, relevant institutions. (h) The completion-report general meeting under "10. Merger schedule" above is replaced, under Article 526, Paragraph 3 of the Commercial Act, by a public notice of the board resolution on October 1, 2026. (i) If the shareholders' meeting rejects approval of the merger under applicable law, appraisal rights will also lapse and the merger agreement will not take effect. (j) A person who has exercised appraisal rights may not cancel that exercise after the appraisal-rights exercise period ends. (k) The termination conditions stated in the merger agreement are as follows. Article 15 (Termination of the Agreement) 15.1 "Party A" and "Party B" may terminate this Agreement at any time after its execution and before the merger date, by written agreement. 15.2 Where any of the following events occurs, either party to this Agreement may immediately terminate it by written notice to the other party; provided that, unless otherwise specified below, the party responsible for the event may not terminate the Agreement on that ground, and neither party may terminate this Agreement after the merger date: (1) a required government approval is not obtained by the day before the merger date (including where that approval is finally refused); (2) between the execution date of this Agreement and the merger date, a material adverse change occurs, or a material defect or deficiency not foreseeable at the time of execution arises or is discovered, in either party's assets, liabilities, financial condition, or business condition, due to force majeure or other cause; (3) a party materially breaches a representation, warranty, covenant, or other obligation under this Agreement, and the breach is incurable, or is not cured within 10 business days of a cure demand from the other party; (4) a court or other government authority takes an action prohibiting this merger, and that action becomes final and is no longer subject to challenge through any procedure; (5) the aggregate purchase amount that "Party A" or "Party B" must pay to dissenting shareholders who exercise appraisal rights exceeds, for "Party A," KRW 2,000,000,000 (including a case where the purchase price is not agreed but the expected amount is reasonably expected to exceed KRW 2,000,000,000), or, for "Party B," KRW 1,000,000,000 (with the corresponding inclusion), in which case either party may terminate; (6) the aggregate claims of creditors of "Party A" or "Party B" who object to this merger exceed, for "Party A," KRW 5,000,000,000, or, for "Party B," KRW 1,000,000,000, in which case either party may terminate. 15.3 The effects of termination of this Agreement are as follows: (1) upon termination, each party must, within 14 days of the termination date, return or destroy materials or information received from the other party as the other party requests; (2) termination does not affect either party's claim for damages or other rights or remedies arising from non-performance or breach of this Agreement; (3) notwithstanding termination, Articles 15 and 17 through 19 remain in effect. (Note: "Party A" refers to Humax Co., Ltd.; "Party B" refers to Humax Holdings Co., Ltd.) Under the merger agreement, if the aggregate purchase amount Humax and Humax Holdings must pay to dissenting shareholders who exercise appraisal rights exceeds, for Humax, KRW 2,000,000,000 (with the corresponding inclusion described above), or, for Humax Holdings, KRW 1,000,000,000 (with the corresponding inclusion), the merger agreement may be terminated by either Humax or Humax Holdings.

(For further detail, see the Securities Registration Statement (Merger) of Humax Co., Ltd., which is scheduled for disclosure on July 22, 2026.)

Filed2026-07-22, [Amended] Material event report (merger)
SourceDART rcept 20260722000487 → open original filing

Versions of this filing

  1. 2026-06-30Original
  2. 2026-07-22Amendment 1 (this page)
  3. 2026-08-11Amendment 2

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 2026-07-22 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).