Material event report (merger)

What happened

Material event report (merger decision) 6.2 Metacare Co., Ltd. Material event report / Matter subject to KRX reporting obligation To: Financial Services Commission / Korea Exchange July 28, 2026

Company name: Metacare Co., Ltd. CEO: Lee Su-jin Head office: 156 Byeongjeom-jungang-ro, Jinan-dong, Hwaseong-si, Gyeonggi-do (Tel) 02-2186-1300 (Website) http://www.meta-care.co.kr Preparer: (Title) Director (Name) Park Gon-young (Tel) 02-2186-1300

Merger Decision

1. Merger method: Metacare Co., Ltd. absorbs JK Medi Co., Ltd. - Surviving company: Metacare Co., Ltd. - Dissolving company: JK Medi Co., Ltd. - Merger type: Small-scale merger

2. Purpose of the merger: Strengthening business competitiveness

3. Material impact and effects of the merger 1. Effect on the company's management: Metacare Co., Ltd. owns 100% of JK Medi Co., Ltd.; since the merger ratio is 1.0000000 : 0.0000000 and no new shares will be issued (a no-new-shares merger), there will be no change in the shares held by, or the ownership structure of, Metacare's largest shareholder after the merger. 2. Effect on the company's finances and operations: JK Medi Co., Ltd. is a wholly owned subsidiary of Metacare Co., Ltd. whose main business is wholesale/retail of quasi-drugs and medical devices; the merger is not expected to have a material effect on the finances or operations of surviving company Metacare, but improved management efficiency from integrated operations and strengthened business competitiveness from operating the same line of business are expected.

4. Merger ratio: Metacare Co., Ltd. : JK Medi Co., Ltd. = 1.0000000 : 0.0000000 - For a merger with dissolution of a special-purpose acquisition company, the multiple of the listing-day base price of the merger's new shares versus the special-purpose acquisition company's last trading-day closing price: Not applicable

5. Basis for calculating the merger ratio: Surviving company Metacare Co., Ltd. owns 100% of the shares of dissolving company JK Medi Co., Ltd., and since no merger-related new shares will be issued for the dissolving company's shares in the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate value: Surviving company: -; Dissolving company: -

6. Matters relating to external appraisal: Whether an external appraisal was conducted: Not applicable - Basis and reason: No external appraisal institution's assessment was obtained, pursuant to the proviso of Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (which excludes an external appraisal institution's assessment of the appropriateness of the merger price where a company owning all of another company's issued shares merges with that other company without issuing new shares). External appraisal institution name: -; External appraisal period: -; External appraisal opinion: -

7. Type and number of merger-related new shares: Common shares: -; Class shares: -

8. Merger counterparty Company name: JK Medi Co., Ltd. (J.K.Medi) Main business: Wholesale/retail of quasi-drugs and medical devices Relationship with the company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets 938,237,222; Capital 45,000,000; Total liabilities 535,275,520; Revenue 3,791,071,593; Total equity 402,961,702; Net income 326,763,502 External audit: Institution name: -; Audit opinion: - For a merger with dissolution of a special-purpose acquisition company: Representative: -; Date of establishment: -; Head office location: -; Expected date of securities-registration-statement filing: -

9. Newly established company from the merger: Company name: - Financial details at establishment (KRW): Total assets: -; Total liabilities: -; Total equity: -; Capital: - Current new business segment's most recent-fiscal-year revenue (KRW): -; Main business: - Whether re-listing will be sought: Not applicable

10. Merger schedule Merger agreement date: July 29, 2026 Shareholder-record base date set and announced: August 12, 2026 Shareholder register closure period: Start date: -; End date: - Period for receiving notices of objection to the merger: Start date August 12, 2026, End date August 26, 2026 Expected date of the general 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 28, 2026, End date September 30, 2026 Merger date: October 1, 2026 Closing-report general meeting date: October 1, 2026 Expected merger registration date: October 1, 2026 Expected date of delivery of new share certificates: - Expected listing date of the new shares: -

11. Whether this constitutes 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: As this proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, Metacare's shareholders are not granted appraisal rights. Expected purchase price: -; Exercise procedure, method, period and location: -; Expected payment timing and method: -; Matters relating to restriction of appraisal rights: -; Effect on the agreement: -

14. Board resolution date (decision date): July 28, 2026 - Independent (outside) director* attendance: Present (persons): 0; Absent (persons): 1 - Auditor (audit committee member who is not an independent/outside director*) attendance: Present

15. Whether a put-option or similar agreement was signed: No - Contract content: -

16. Whether a securities registration statement must be filed: No - If exempted from filing, the reason: This merger proceeds as a no-new-shares merger in which no merger-related new shares are issued, so no registration or sale of securities requiring 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 regarding corporate restructuring: As of the filing date, there are no finalized matters regarding corporate restructuring that Metacare Co., Ltd. is pursuing or plans to pursue after completion of this merger.

18. Other important matters relating to investment decisions 1) This merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, so Metacare's shareholders are not granted appraisal rights, and general-shareholders'-meeting approval of the merger is replaced by board approval. However, if shareholders holding 20% or more of Metacare's total issued shares give written notice of objection to the merger within 2 weeks from the merger public notice date, the merger cannot proceed as a small-scale merger. 2) This merger does not undergo an external appraisal institution's assessment, pursuant to the proviso of Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (which excludes an external appraisal institution's assessment of merger-price appropriateness where a company owning all of another company's issued shares merges with that other company without issuing new shares); accordingly, the "corporate value" entry under Item 5 "Basis for calculating the merger ratio" above is omitted. 3) The "financial details for the most recent fiscal year" of the merger counterparty in Item 8 above are based on the financial statements as of year-end 2025. 4) The "merger schedule" in Item 10 above is the expected schedule as of the filing date, and may change due to relevant statutory licensing and approval requirements, consultation with relevant institutions, and other circumstances. 5) The "closing-report general meeting date" under Item 10 "merger schedule" above will be replaced by a board resolution and public-notice procedure pursuant to Article 526, Paragraph 3 of the Commercial Act.

Related disclosures: None

[Detailed statement of material merger matters] 1. Overview of the merger (1) Basic matters relating to the merger 1) Merger counterparty Surviving company after the merger: Name: Metacare Co., Ltd.; Location: 156 Byeongjeom-jungang-ro, 2nd Floor, Unit 202, Hwaseong-si, Gyeonggi-do; CEO: Lee Su-jin; Listing status: Listed on the KOSPI market Dissolving company after the merger: Name: JK Medi Co., Ltd.; Location: 209 Gonghangdae-ro, Units 706-707, Gangseo-gu, Seoul; CEO: Kwon Hye-young; Listing status: Unlisted stock corporation Note: This merger does not constitute a backdoor listing.

2) Background of the merger: This merger, in which surviving company Metacare Co., Ltd. absorbs merged company JK Medi Co., Ltd., is intended to reduce unnecessary operating costs, increase management efficiency, and strengthen business competitiveness.

3) Whether it constitutes a backdoor listing: Not applicable.

4) Material effects on the company's management, finances, operations, etc.: JK Medi Co., Ltd., whose main business is the distribution and sale of quasi-drugs and medical devices, is a wholly owned subsidiary of Metacare Co., Ltd., so the merger is not expected to have a significant effect on consolidated management or finances. This is a no-new-shares merger, and there will be no change in Metacare's largest shareholder's shareholding or ownership structure after the merger is completed.

5) Future plans regarding corporate restructuring: As of the filing date, Metacare Co., Ltd. has no finalized matters regarding corporate restructuring that it is pursuing or plans to pursue after the merger is completed.

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

7) Form of the merger (1) Merger method: Surviving company Metacare Co., Ltd. absorbs merged company JK Medi Co., Ltd.; Metacare continues to exist and JK Medi dissolves. (2) Whether it is a small-scale or simplified merger, and basis: This merger is a small-scale merger under Article 527-3 of the Commercial Act (there are no new shares or treasury shares issued or delivered as consideration for the merger, and the cash provided to the dissolving company's shareholders does not exceed 5% of net assets), and the board plans to approve the merger by resolution. (3) Notable matters regarding the merger method: Under Article 527-3 of the Commercial Act, if shareholders holding 20% or more of Metacare's total issued shares give written notice of objection to the merger within 2 weeks from the merger public notice date, the merger cannot proceed as a small-scale merger. Also, because this is a small-scale merger under Article 527-3 of the Commercial Act, Metacare's shareholders are not granted appraisal rights.

8) Key merger schedule Item: Merger board resolution date; Date: July 28, 2026; Remarks: - Item: Public notice of setting the shareholder-record base date; Date: July 28, 2026; Remarks: Notice on the company's website Item: Filing of the material event report; Date: July 28, 2026; Remarks: - Item: Merger agreement date; Date: July 29, 2026; Remarks: - Item: Shareholder-record base date; Date: August 12, 2026; Remarks: - Item: Small-scale-merger public notice; Date: August 12, 2026; Remarks: Notice on the company's website Item: Period for receiving notices of objection to the merger, Start date: August 12, 2026; Remarks: - Item: End date: August 26, 2026; Remarks: - Item: Board resolution approving the merger; Date: August 27, 2026; Remarks: In lieu of a general shareholders' meeting Item: Public notice for creditor objections; Date: August 28, 2026; Remarks: Notice on the company's website Item: Creditor objection filing period, Start date: August 28, 2026; Remarks: - Item: End date: September 30, 2026; Remarks: - Item: Merger date; Date: October 1, 2026; Remarks: - Item: Board resolution on the merger closing report; Date: October 1, 2026; Remarks: In lieu of a general shareholders' meeting Item: Public notice of the merger closing report; Date: October 1, 2026; Remarks: Notice on the company's website Item: Expected merger registration date; Date: October 1, 2026; Remarks: - Note: The above key merger schedule is the expected schedule as of the filing date, and may change due to relevant statutory licensing and approval requirements, consultation with relevant institutions, and other circumstances.

9) Whether a securities registration statement will be filed: Not applicable; If exempted from filing, the reason: No-new-shares merger

10) Conditions for the merger to be completed: Please refer to "(3) Investment risk factors, 1) Risk factors that could make completion of the merger difficult" below.

(2) Merger ratio and its basis 1) Merger ratio and basis for calculation: Surviving company Metacare Co., Ltd. owns 100% of the shares of dissolving company JK Medi Co., Ltd., and since no merger-related new shares will be issued for the dissolving company's shares, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) Whether an external appraisal was conducted: No external appraisal institution's assessment was obtained, pursuant to the proviso of Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (which excludes an external appraisal institution's assessment of merger-price appropriateness where a company owning all of another company's issued shares merges with that other company without issuing new shares).

(3) Investment risk factors 1) Risk factors that could make completion of the merger difficult (1) Termination conditions in the merger agreement: [Merger Agreement] Article 10 (Change of Conditions and Termination of the Agreement): If, between the agreement's execution date and the merger date, an unforeseeable act of God, a transfer of all or a significant part of a business division, or other cause results in a material change in the property or management condition of either party, the parties may, by mutual consultation, change the merger terms or terminate this agreement. (2) If shareholders holding 20% or more of Metacare's total issued shares give written notice of objection to the merger within 2 weeks from the merger public notice date, the merger cannot proceed as a small-scale merger. 2) Matters relating to the listing of merger-related new shares and the possibility of delisting: As this is a no-new-shares merger in which no new shares are issued, pursuing listing of merger-related new shares is not applicable. Also, since this merger does not constitute a backdoor listing, there is no possibility of delisting. 3) Risk factors to consider when investing in the related securities if the merger is completed: This merger is a small-scale merger in which Metacare Co., Ltd. absorbs its wholly owned subsidiary JK Medi Co., Ltd., so there are no securities subject to a public offering or sale in connection with this merger. In addition, while all of JK Medi Co., Ltd.'s assets, liabilities and other rights and obligations held as of the merger date will be assumed by Metacare Co., Ltd. on the merger date without any additional procedure or agreement, this is not expected to have a material effect on finances or operations, so the risk factors to consider when investing in the securities are limited. 4) Matters relating to any option agreement in connection with the merger: Not applicable.

(4) Matters relating to appraisal rights: As this merger is a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted, and approval of the merger is replaced by board approval.

(5) Relationship between the two companies, etc. 1) Relationship between the two companies (1) Affiliate or subsidiary relationship: As of the filing date, JK Medi Co., Ltd. is a wholly owned subsidiary of Metacare Co., Ltd., which holds a 100% stake. (2) Concurrent officer positions: Not applicable. (3) Whether a major shareholder of one party is a related party of the other party: Since JK Medi Co., Ltd. is a wholly owned subsidiary (100%) of Metacare Co., Ltd., the major shareholder and related parties of one party are related parties of the other party. (4) Other matters relating to competitive or complementary business relationships, etc.: JK Medi Co., Ltd. is a wholly owned subsidiary of Metacare Co., Ltd., whose main business is the distribution and wholesale/retail sale of quasi-drugs and medical devices.

2) Transaction details between the two companies (1) Provision of collateral: Not applicable. (2) Purchase and sales transactions: Not applicable. (3) Operating receivables/payables and unpaid amounts/receivables: Not applicable. (4) Credit extended to a major shareholder: Not applicable. (5) Asset acquisition/transfer, etc. with a major shareholder: On July 27, 2026, the company acquired a 100% stake from JK Medi Co., Ltd.'s largest shareholder and major shareholders. (Unit: shares, %) Company name: JK Medi Co., Ltd.; Account item: Subsidiary; Shares issued (equity interest): 9,000; Ownership (%): 100%; Acquisition cost (KRW): 360,000,000 (6) Business transactions with a major shareholder: Not applicable.

(6) Other matters necessary for investor protection 1) Material asset acquisition/transfer history in the past: Not applicable. 2) Major shareholder's equity status, etc.: As this merger is a no-new-shares merger, there is no change in the major shareholder's equity before or after the merger. 3) Change in the company's capital after the merger: As this merger is a no-new-shares merger, there will be no change in Metacare Co., Ltd.'s total shares outstanding or capital after the merger. 4) Management policy and officer composition after the merger, etc.: As of the filing date, there are no plans to change the surviving company's future key management policy, method of composing officers, etc. after completion of this merger. 5) Business plans, etc.: There are no plans to change or discontinue the businesses that Metacare Co., Ltd. and JK Medi Co., Ltd. operated before the merger as a result of this merger.

2. Matters relating to the merger counterparty company (1) Company overview Company name: JK Medi Co., Ltd.; Representative: Kwon Hye-young; Head-office business registration number: 489-88-02403; Head-office address: 209 Gonghangdae-ro, Units 706-707, Gangseo-gu, Seoul (Magok-dong, GMG LeStar); Main business: Wholesale/retail of quasi-drugs and medical devices; Listing status: Unlisted

(2) Business description: JK Medi Co., Ltd.'s main business is the distribution and sale of medical devices.

(3) Financial matters 1) Summary statement of financial position for the last 3 years (Unit: KRW thousand) Item: 2025 / 2024 / 2023 Current assets: 784,117 / 423,342 / 347,541 Non-current assets: 154,120 / 101,000 / - Total assets: 938,237 / 524,342 / 347,541 Current liabilities: 535,275 / 448,144 / 282,488 Non-current liabilities: - / - / - Total liabilities: 535,275 / 448,144 / 282,488 Capital: 45,000 / 45,000 / 45,000 Capital surplus: - / - / - Retained earnings: 357,961 / 31,198 / 20,053 Total equity: 402,961 / 76,198 / 11,079 Total equity and liabilities: 938,837 / 524,342 / 347,541

2) Summary income statement for the last 3 years (Unit: KRW thousand) Item: 2025 / 2024 / 2023 Revenue: 3,791,071 / 2,119,356 / 849,676 Cost of sales: 3,022,883 / 1,904,521 / 719,188 Gross profit: 768,188 / 214,834 / 130,488 Selling, general and administrative expenses: 408,734 / 202,190 / 118,382 Operating income: 359,453 / 12,643 / 12,106 Net income: 326,763 / 11,145 / 11,079

3) Special-purpose acquisition company's financial regulation and expenses, etc.: Not applicable. 4) Matters relating to any restatement of financial statements: Not applicable.

(4) Auditor's opinion: Not applicable.

(5) Matters relating to the board and other corporate bodies: As of the filing date, JK Medi Co., Ltd.'s board consists of a total of 4 directors. There are no committees within the board.

(6) Matters relating to shareholders: As of the filing date, JK Medi Co., Ltd.'s shareholder status is as follows. Shareholder name: Metacare Co., Ltd.; Shares held: 9,000; Ownership: 100.00%

(7) Matters relating to officers and employees, etc.: As of the filing date, JK Medi Co., Ltd. has a total of 5 officers and employees.

(8) Matters relating to affiliates, etc.: On July 27, 2026, JK Medi Co., Ltd. became an affiliate of the company after the company acquired a 100% stake.

(9) Other matters necessary for investor protection 1) Material litigation: Not applicable. 2) Other contingent liabilities, etc.: Not applicable. 3) Sanctions status: Not applicable.