Material event report (merger)

What happened

Material event report / Matters subject to KRX reporting obligation To: Financial Services Commission / Korea Exchange Date: July 27, 2026

Company name: KR Motors Co., Ltd. CEO: Jung Jae-kyung Head office: 28 Wanam-ro, Seongsan-gu, Changwon-si, Gyeongsangnam-do Phone: 055-282-7011 Website: http://www.krmotors.com Preparer: (Title) Executive Vice President (Name) Han Chang-su (Phone) 055-269-7388

Decision on company merger

1. Merger method KR Motors Co., Ltd. will absorb-merge its subsidiary Dynamac Co., Ltd. - Surviving company: KR Motors Co., Ltd. (KOSPI-listed company) - Dissolving company: Dynamac Co., Ltd. ※ Trade name of the surviving company after the merger: KR Motors Co., Ltd. - Merger type: Small-scale merger

2. Purpose of the merger The company aims to absorb-merge its wholly owned subsidiary Dynamac Co., Ltd., with the goal of enhancing management efficiency and strengthening business competitiveness through business integration. By integrating organization and operations, the company aims to speed up decision-making and reduce costs through integrated purchasing, minimizing unnecessary expenses, thereby expanding competitiveness in domestic and overseas markets, improving responsiveness to potential customers, and ultimately maximizing corporate value.

3. Material impact and effects of the merger (1) Effect on the company's management: As of the filing date of this material event report, the company owns 100% of the equity of Dynamac, the company being merged. The company will absorb-merge the merged company at a merger ratio of 1:0, and no new shares will be issued as a result of this merger. There will be no change in the company's largest shareholder, and KR Motors, the merging company, will remain as the surviving company. (2) Effect on the company's finances/operations: Through this merger, integrating the human and material resources of both companies is expected to reduce redundant costs and simplify the decision-making structure, maximizing management efficiency. Through the organic combination of capabilities between the motorcycle and automobile parts businesses, the merger is expected to further strengthen competitiveness in the mobility market and, based on a stable business foundation, ultimately enhance corporate value.

4. Merger ratio KR Motors Co., Ltd. : Dynamac Co., Ltd. = 1.0000000 : 0.0000000 (For a merger involving the dissolution of a special purpose acquisition company: the multiple of the base price on the listing date of merger-issued new shares relative to the SPAC's closing price on its last trading day: -)

5. Basis for calculating the merger ratio The merging company, KR Motors Co., Ltd., holds 100% of the shares of the merged company, Dynamac Co., Ltd., and since the merging company will not issue new shares for the shares of the merged company upon the merger, the merger ratio was calculated as 1:0. Corporate value: surviving company -; dissolving company -

6. Matters relating to external valuation Whether external valuation was conducted: Not applicable Basis and reason: Under the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, where a company that owns the total number of issued shares of another company merges with that other company without issuing new shares, an external valuation institution's assessment is not required; as this merger falls under that provision, it was not subject to assessment by an external valuation institution. Name of external valuation institution: -; external valuation period: -; external valuation opinion: -

7. Type and number of new shares to be issued in the merger (shares): common shares -; class shares -

8. Merger counterparty company Company name: Dynamac Co., Ltd. Main business: Automobile parts manufacturing Relationship with the company: Subsidiary Financial details for the most recent fiscal year (KRW): total assets 66,382,363,756; capital stock 15,000,000,000; total liabilities 29,284,382,153; revenue 79,253,559,742; total equity 37,097,981,603; net income 2,293,853,135 Whether subject to external audit: institution name Dasan Accounting Corporation; audit opinion Unqualified (For a merger involving the dissolution of a SPAC: CEO -; date of incorporation -; head office location -; expected securities registration statement filing date -)

9. Newly incorporated merger company: company name -; financial details at incorporation (KRW): total assets -; total liabilities -; total equity -; capital stock - Current-basis newly incorporated business segment: revenue for the most recent fiscal year (KRW) -; main business - Whether a re-listing application will be filed: Not applicable

10. Merger schedule Merger agreement date: July 29, 2026 Shareholder record date: August 11, 2026 Shareholder register closure period: start date -; end date - Period for receiving notices of objection to the merger: start date August 11, 2026; end date August 25, 2026 Expected date of shareholders' meeting: - Appraisal rights exercise period: start date -; end date - Old share certificate submission period: start date -; end date - Expected trading suspension period: start date -; end date - Creditor objection filing period: start date August 27, 2026; end date September 29, 2026 Merger effective date: September 30, 2026 Merger closing report general meeting date: September 30, 2026 Expected merger registration date: October 1, 2026 Expected date of delivery of new share certificates: - Expected listing date of new shares: -

11. Whether this constitutes a backdoor listing: Not applicable 12. Whether the requirements for another company's backdoor listing are met: Not applicable

13. Matters relating to appraisal rights Exercise requirements: As this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, KR Motors Co., Ltd. does not grant appraisal rights to its shareholders. Expected purchase price: -; exercise procedure, method, period, place: -; expected payment timing, payment method: -; matters relating to restrictions on appraisal rights: -; effect on the agreement: -

14. Board resolution date (decision date): July 27, 2026 Independent (outside) director* attendance: attended 1; did not attend - Auditor (audit committee members who are not independent (outside) directors*) attendance: -

15. Whether a put option or similar agreement was concluded: No; contract details: -

16. Whether subject to securities registration statement filing: No Reason for exemption from filing: As this merger proceeds as a non-capital-increase merger in which no new merger shares are issued, no offering or sale of securities requiring the filing of a securities registration statement occurs in the course of this merger. (* Independent director applies to listed companies; outside director applies to unlisted companies.)

17. Future plans for company restructuring As of the filing date of this report, there are no finalized matters regarding company restructuring being pursued or planned following completion of the merger.

18. Other material matters relevant to investment decisions 1) As this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized, and merger approval is substituted by board approval. 2) Although this merger is being pursued as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the total issued shares of the surviving company notifies in writing its opposition to the merger within two weeks from the date of the merger public notice, this merger cannot proceed as a small-scale merger. 3) The financial details of the merger counterparty company for the most recent fiscal year in Item 8 above are based on the financial statements as of the end of 2025. 4) If, between the date of execution of the merger agreement and the merger effective date (or the deadline set in the merger agreement), grounds for termination or loss of effect under the merger agreement arise -- such as required permits/approvals under relevant laws, consultations with or requests from relevant authorities, unforeseeable force majeure events, sudden changes in economic conditions, material changes in management status, or other circumstances necessitating a change to the merger agreement -- the merger agreement may be amended or terminated. 5) The above merger schedule is the expected schedule as of the time of this material event report's disclosure and may change depending on consultations and approval processes with relevant authorities and the circumstances of the merging companies. 6) The merger closing report general meeting in the above schedule is expected to be substituted by a board resolution and public notice pursuant to Article 526, Paragraph 3 of the Commercial Act. ※ Related disclosures: Not applicable

[DETAILED DESCRIPTION OF MATERIAL MERGER MATTERS]

1. Overview of the merger 1) Basic matters relating to the merger (a) Purpose of the merger (1) Merger counterparty Surviving company (merging company) after the merger: trade name KR Motors Co., Ltd.; location 28 Wanam-ro, Seongsan-gu, Changwon-si, Gyeongnam; CEO Jung Jae-kyung; legal classification KOSPI-listed company Dissolving company (merged company) after the merger: trade name Dynamac Co., Ltd.; location 184 Daehwa-ro 132beon-gil, Daedeok-gu, Daejeon; representatives Jang Pil-won (co-CEO), Jung Jae-kyung (co-CEO); legal classification Unlisted company

(2) Background to the merger: The company acquired 100% of the equity of unlisted Dynamac Co., Ltd. on March 20, 2026. The merger aims to enhance management efficiency and strengthen business competitiveness.

(3) Material impact and effects on the company's management, finances, operations, etc.: This merger will not result in any change to the largest shareholder, board composition, or organizational structure. Integrating human and material resources through this merger is expected to reduce redundant costs and simplify the decision-making structure, maximizing management efficiency. Through the organic combination of capabilities between the motorcycle and automobile parts businesses, the merger is expected to further strengthen competitiveness in the mobility market and, based on a stable business foundation, ultimately enhance corporate value.

(4) Future plans for company restructuring: As of the filing date of this report, there are no finalized matters regarding company restructuring being pursued or planned following completion of the merger.

(5) Overview of the counterparty company: Please refer to "2. Matters relating to the merger counterparty company" below.

(6) Form of the merger 1) Method of merger: The merging company, KR Motors Co., Ltd., will absorb-merge the merged company, Dynamac Co., Ltd.; KR Motors Co., Ltd. will survive and Dynamac Co., Ltd. will be dissolved. 2) Whether this is a small-scale or simplified merger, and the basis: As the merged company, Dynamac Co., Ltd., is a wholly owned subsidiary of the merging company, KR Motors Co., Ltd., this merger proceeds as a non-capital-increase merger in which no new merger shares are issued. It therefore constitutes a small-scale merger under Article 527-3 of the Commercial Act, and merger approval is substituted by board approval. 3) Notable matters regarding the method of the merger: Although this merger is being pursued as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the total issued shares of the surviving company, KR Motors Co., Ltd., notifies the company in writing of its opposition to the merger within two weeks from the date of the merger public notice, this merger cannot proceed by way of small-scale merger. In addition, as this is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted to the shareholders of the merging company.

(7) Progress and schedule 1) Key schedule: merger decision board resolution date July 27, 2026; merger agreement date July 29, 2026; shareholder record date August 11, 2026; period for receiving notices of objection to the merger August 11, 2026 to August 25, 2026; merger approval board resolution date August 26, 2026; creditor objection filing period August 27, 2026 to September 29, 2026; merger effective date September 30, 2026; closing report board public notice September 30, 2026; expected date of merger registration filing October 1, 2026. 2) Whether a securities registration statement will be filed: Not applicable. Reason for exemption from filing: This merger proceeds as a small-scale merger in which the merging company owns 100% of the shares of the merged company, and because the merging company will not issue new shares in the merger, it does not constitute an offering or sale of securities under Article 119 of the Financial Investment Services and Capital Markets Act, and there is no obligation to file a securities registration statement.

(b) Merger value and basis for calculation (1) Merger value and basis for calculation: As the surviving company, KR Motors Co., Ltd., owns all of the issued shares of the dissolving company, Dynamac Co., Ltd., this merger proceeds as a non-capital-increase merger with a merger ratio of 1:0, in which no new merger shares are issued. (2) Whether external valuation was conducted: The proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act provides that where a company that owns the total number of issued shares of another company merges with that other company without issuing new shares, an external valuation institution's assessment is not required; as this merger falls under that provision, it was not subject to assessment by an external valuation institution.

(c) Investment risk factors (1) Investment risk factors relating to the merger 1) Termination conditions in the merger agreement: (i) The surviving company and the dissolving company may terminate this agreement at any time between its execution and the merger effective date by written agreement. (ii) If any of the following events occurs, either party to this agreement may terminate this agreement by written notice to the other party: a. the conditions precedent to the merger under Article 13 are not satisfied by the merger effective date; b. a shareholder holding 20% or more of the total issued shares of the surviving company notifies its opposition to substituting shareholders' meeting approval of this agreement with board approval; c. between the execution date of this agreement and the merger effective date, a material change or unforeseeable material defect arises in the assets, liabilities, or management condition held by the surviving company or the dissolving company due to force majeure or other causes; d. the surviving company or the dissolving company breaches this agreement and fails to remedy it within 10 business days despite having received a request for correction from the other party. (iii) Upon a party's receipt of a notice under (ii) of this clause, this agreement shall immediately and automatically lose effect without any further action. 2) Matters relating to the listing of merger-issued new shares and the possibility of delisting: As the company owns 100% of the issued shares of Dynamac Co., Ltd., and this is a non-capital-increase merger in which no new merger shares are issued, this matter is not applicable. This merger does not constitute a backdoor listing, so there is no possibility of delisting resulting from this merger. 3) Matters relating to option agreements concluded in connection with the merger: Not applicable.

(d) Matters relating to appraisal rights: As the merger procedure proceeds as a small-scale merger under Article 527-3 of the Commercial Act, the company does not grant appraisal rights to shareholders. In addition, with the consent of the company, the sole shareholder of the merged company, Dynamac Co., Ltd., appraisal rights are not granted. However, under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the total issued shares of the company notifies the company in writing of its opposition to the small-scale merger, the small-scale merger cannot proceed.

(e) Relationships between the companies, etc. (a) Relationship between the companies (1) Affiliate or subsidiary relationship, if any: Dynamac Co., Ltd. is a wholly owned subsidiary in which KR Motors Co., Ltd. holds a 100% equity stake. (2) Concurrent officer positions: Jung Jae-kyung is CEO/registered officer of KR Motors Co., Ltd. and co-CEO/registered officer of Dynamac Co., Ltd.; Han Soon-woo is non-executive director/registered officer of KR Motors Co., Ltd. and non-executive director/registered officer of Dynamac Co., Ltd. (3) Related parties: As Dynamac Co., Ltd. is a subsidiary of KR Motors Co., Ltd., the largest shareholder and related parties of KR Motors Co., Ltd. constitute related parties of Dynamac Co., Ltd.

(4) Equity investment: As of the filing date of this report, KR Motors Co., Ltd. owns 100% of the equity of Dynamac Co., Ltd. (unit: KRW million) KR Motors Co., Ltd., acquisition date March 20, 2026, account: subsidiary; number of shares (shares) 3,000,000; equity ratio 100; acquisition cost 17,001 *The date is the date of payment for the shares.

(5) Debt guarantees: Not applicable.

(6) Collateral provided Collateral provided by Dynamac Co., Ltd.: time deposit; collateral/guarantee amount KRW 1.5 billion; recipient Hana Bank

(7) Purchase and sales transactions: Not applicable 1) Receivables details: Not applicable 2) Payables details: Not applicable

(8) Loans: Not applicable (9) Details of transactions with the company's largest shareholder: Not applicable

(f) Other matters necessary for investor protection 1) Changes in the company's capital following the merger: As this merger is a non-capital-increase merger in which no new merger shares are issued, there will be no change to the total number of issued shares or capital stock of KR Motors Co., Ltd. following the merger. 2) Management policy and officer composition after the merger: Notwithstanding Article 527-4, Paragraph 1 of the Commercial Act, pursuant to the agreement between the two companies, the directors and auditors of KR Motors Co., Ltd. will retain their positions as directors and auditors of the surviving company for the remainder of their terms after this merger, unless grounds for the termination of their terms arise. The directors of the merged company, Dynamac Co., Ltd., will lose their positions on the date of merger registration.

2. Matters relating to the merger counterparty company (a) Company overview Legal and commercial name of the company: Dynamac Co., Ltd. Date of incorporation: March 16, 1977 Head office address: 184 Daehwa-ro 132beon-gil (Daehwa-dong), Daedeok-gu, Daejeon Representatives: Jang Pil-won, Jung Jae-kyung (co-representatives) Main business: Automobile parts manufacturing Fiscal year-end month: December Whether classified as a small/medium-sized enterprise: Small/medium-sized enterprise Credit rating, matters relating to irregular incorporation: Not applicable

(b) Description of business: Dynamac Co., Ltd. engages in the manufacture and sale of electronic components and automobile parts, and operates its Daejeon plant (established March 1977 in Daehwa-dong, Daedeok-gu, Daejeon), its Changnyeong plant (established April 1998 in Changnyeong-gun, Gyeongnam), and its Yeonmu plant (established June 2017 in Yeonmu-eup, Nonsan-si, Chungnam).

(c) Financial matters 1) Summary statement of financial position (most recent 3 years) (unit: KRW) Current assets: 49th fiscal year (2025) 25,286,524,599; 48th fiscal year (2024) 25,313,405,145; 47th fiscal year (2023) 22,103,238,432 Non-current assets: 2025 41,095,839,157; 2024 42,852,428,105; 2023 42,801,732,639 Total assets: 2025 66,382,363,756; 2024 68,165,833,250; 2023 64,904,971,071 Current liabilities: 2025 11,291,440,989; 2024 14,395,109,981; 2023 28,550,652,520 Non-current liabilities: 2025 17,992,941,164; 2024 18,872,412,787; 2023 3,868,643,554 Total liabilities: 2025 29,284,382,153; 2024 33,267,522,768; 2023 32,419,296,074 Total equity: 2025 37,097,981,603; 2024 34,898,310,482; 2023 32,485,674,997 Total liabilities and equity: 2025 66,382,363,756; 2024 68,165,833,250; 2023 64,904,971,071

2) Summary income statement (most recent 3 years) (unit: KRW) Revenue: 2025 79,253,559,742; 2024 79,632,564,671; 2023 80,233,590,951 Cost of sales: 2025 71,509,899,293; 2024 72,639,673,552; 2023 75,137,683,717 Gross profit: 2025 7,743,660,449; 2024 6,992,891,119; 2023 5,095,907,234 Selling, general and administrative expenses: 2025 3,009,133,141; 2024 3,264,683,555; 2023 3,849,261,071 Operating income: 2025 4,734,527,308; 2024 3,728,207,564; 2023 1,246,646,163 Non-operating income: 2025 1,279,275,740; 2024 1,786,734,663; 2023 1,982,221,935 Non-operating expenses: 2025 3,719,949,913; 2024 3,693,732,731; 2023 2,187,784,154 Income before income tax: 2025 2,293,853,135; 2024 1,821,209,496; 2023 1,041,083,944 Income tax expense: 2025 -; 2024 - (as stated in the filing, which gives only two values for three fiscal years) Net income: 2025 2,293,853,135; 2024 1,821,209,496; 2023 1,041,083,944

(d) External auditor's audit opinion 49th fiscal year: Dasan Accounting Corporation; opinion Unqualified; special notes - 48th fiscal year: Dasan Accounting Corporation; opinion Unqualified; special notes - 47th fiscal year: Beyul Accounting Corporation; opinion Unqualified; special notes -

(e) Matters relating to the board of directors and other company bodies As of the filing date of this material event report, Dynamac Co., Ltd. is an unlisted company operated with a total of 4 directors and 1 auditor. 1) Overview of board composition: CEO Jung Jae-kyung, area of activity overall management, appointment date March 20, 2026 CEO Jang Pil-won, area of activity production oversight, appointment date March 20, 2025 In-house director Han Chang-su, area of activity business division management, appointment date March 20, 2026 Non-executive director Han Soon-woo, area of activity business division management, appointment date March 20, 2026 Auditor Hwang Eun-cheol, area of activity audit, appointment date March 20, 2026

2) Material resolutions, etc. (attendance rate 100% for all five below unless noted; all resolutions approved, with all five directors/auditor voting for): 2026.03.20 Agenda 1: Appointment of co-CEOs - Approved 2026.03.20 Agenda 2: Election of meeting chairperson - Approved 2026.04.15 Agenda 1: Acquisition of redeemable convertible preferred shares of Optimo Co., Ltd. - Approved 2026.04.24 Agenda 1: New loan application with Woori Bank - Approved 2026.05.19 Agenda 1: Provision of collateral - Approved 2026.06.15 Agenda 1: Approval of receipt of dividends from investee company - Approved

3) Committees within the board: Not applicable. 4) Independence of directors: Dynamac Co., Ltd.'s directors meet the basic legal requirements under the Commercial Act and other relevant laws, and possess the practical experience and expertise necessary to serve as directors. Please refer to "Overview of board composition" above for directors appointed through this process. 5) Matters relating to the audit system: As of the filing date of this material event report, Dynamac Co., Ltd. has appointed one auditor: Hwang Eun-cheol, appointment date March 20, 2026.

(f) Matters relating to shareholders: As of the filing date of this report, KR Motors Co., Ltd. owns 100% of the equity of Dynamac Co., Ltd.

(g) Matters relating to officers and employees: As of the filing date of this report, Dynamac Co., Ltd. has a total of 146 officers and employees, including 4 in-house directors and 1 auditor.

(h) Other matters necessary for investor protection 1) Material litigation: Not applicable. 2) Other contingent liabilities, etc.: Not applicable. 3) Status of sanctions: Not applicable.