Merger decision (subsidiary)

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Metalabs / Merger decision (material management matter of a subsidiary) / (2026.07.29) Merger decision (material management matter of a subsidiary)

Merger decision (material management matter of a subsidiary), Material management matter report of subsidiary MetaCare Co., Ltd.

1. Merger method: MetaCare Co., Ltd. will absorb-merge JK Medi Co., Ltd. (small-scale merger) - Surviving company: MetaCare Co., Ltd. - Dissolving company: JK Medi Co., Ltd.

2. Purpose of merger: Strengthening business competitiveness

3. Merger ratio: 0.0000000

4. Basis for calculating the merger ratio: The surviving company, MetaCare Co., Ltd., owns 100% of the shares of the dissolving company, JK Medi Co., Ltd., and since no new merger 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: - - Corporate value - Dissolving company: -

5. Type and number of new merger shares (shares): Common shares -; Class shares -

6. Merger counterparty Company name: JK Medi Co., Ltd. Main business: Wholesale/retail of quasi-drugs Relationship with the company: Subsidiary Recent fiscal year financial details (KRW millions): Total assets 938; Capital stock 45; Total liabilities 535; Sales 3,791; Total equity 403; Net income 326

7. Newly established merged company Company name: - Financial details at establishment (KRW millions): Total assets -; Total liabilities -; Total equity -; Capital stock - - Current newly established business division: Recent fiscal year sales (KRW millions) -; Main business -

8. Merger schedule Expected shareholders' meeting date: - Old share certificate submission period - start date: -; end date: - Creditor objection submission period - start date: 2026-08-28; end date: 2026-09-30 Merger date: 2026-10-01 Expected merger registration date: 2026-10-01 Expected new share certificate delivery date: -

9. Appraisal rights: As this merger proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, appraisal rights are not granted to shareholders of MetaCare Co., Ltd.

10. Board resolution date (decision date): 2026-07-28 - Outside director attendance: present (persons) -; absent (persons) 1 - Auditor (audit committee member who is not an outside director) attendance: present

11. Future plans regarding corporate restructuring: As of the date of this report, there are no confirmed matters regarding corporate restructuring that MetaCare Co., Ltd. is pursuing or planning following completion of this merger.

12. Other matters for reference in investment decisions 1) As this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not granted to the shareholders of MetaCare Co., Ltd., and shareholders' meeting approval of the merger is replaced by board approval. However, if a shareholder holding 20% or more of MetaCare Co., Ltd.'s total issued shares notifies the company in writing of their opposition to the merger within two weeks of the merger announcement date, the merger cannot proceed as a small-scale merger. 2) As this merger is exempt from external appraisal under the proviso to Article 176-5, Paragraph 8, Item 2, Sub-item (b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (which exempts the appraisal of the fairness of the merger value by an external appraisal institution when a company owning all of another company's issued shares merges with that company without issuing new shares), the "4. Basis for calculating the merger ratio - Corporate value" entry above is omitted. 3) "6. Merger counterparty - Recent fiscal year financial details" above is based on the financial statements as of the end of 2025. 4) "8. Merger schedule" above is the expected schedule as of the report filing date and may change due to approvals and licenses under relevant laws, consultations with relevant authorities, and other circumstances. 5) "8. Merger schedule - Date of the closing-report general meeting" above is expected to be replaced by a board resolution and public announcement procedure pursuant to Article 526, Paragraph 3 of the Commercial Act.

* Related disclosures: - * Related disclosure regulation: Financial Investment Services and Capital Markets Act

[Matters concerning the subsidiary] Subsidiary name: MetaCare Co., Ltd.; English name: METACARE CO., Ltd. - Representative: Lee Su-jin - Main business: Supply of pharmaceuticals and medical devices, etc. - Whether a major subsidiary: Applicable Subsidiary's total assets (KRW): 197,964,574,993 Parent company's consolidated total assets (KRW): 249,950,205,951 Ratio to parent company's consolidated total assets (%): 79.20