Spin-off/split decision (subsidiary)

What happened

Spin-off Decision (Material Matter of Subsidiary) Report on material management matter of subsidiary Hyundai Home Shopping Co., Ltd.

1. Method of spin-off (1) Pursuant to Commercial Act Articles 530-2 through 530-11, Hyundai Home Shopping Co., Ltd. (the "Splitting Company") will split off, by simple spin-off-in-kind, its investment business division (the "Division Subject to Split"), which manages investment shares including its stake in Handsome Co., Ltd., to establish a newly incorporated spin-off company, while the surviving split company continues operating the home-shopping business excluding the Division Subject to Split. [Details of the Company Split] - Surviving split company (Hyundai Home Shopping Co., Ltd.): operating company engaged in the home shopping business - Newly established spin-off company (Hyundai Home Shopping Holdings Co., Ltd. (tentative name)): investment company managing and investing in subsidiaries and investee companies Note 1) The trade name of the newly established spin-off company may be changed at the shareholders' meeting approving the spin-off plan, or at the inaugural general meeting. Note 2) The businesses of each company shall be as provided in each company's articles of incorporation. (2) This is a spin-off-in-kind in which the Splitting Company's shareholders are allotted shares of the newly established spin-off company in proportion to their ownership ratio as of the record date for allotment of spin-off shares; the Division Subject to Split is split off to establish the newly established spin-off company, while the Splitting Company survives and continues operating the home-shopping business. (3) The spin-off date shall be December 15, 2026, subject to change depending on the Korea Communications Commission's review/approval schedule for this spin-off. (4) The spin-off shall be effected by special resolution of the shareholders' meeting under Commercial Act Article 530-3, Paragraphs 1 and 2; under Article 530-9, Paragraph 1, the newly established spin-off company and the surviving split company shall be jointly and severally liable for debts of the Splitting Company existing before the spin-off. (5) Regarding such joint and several liability, a company that discharges debts attributed to the other company under the spin-off plan, or otherwise achieves joint discharge of liability, may exercise a right of indemnity against the other company. (6) Property to be transferred by the spin-off shall be as set out in Article 5 ("(6) Property to Be Transferred to the Newly Established Spin-off Company and Its Value") of the spin-off plan, with unclear cases resolved under paragraphs (7)-(11) below. (7) As a general principle, all positive and negative property of the Splitting Company, including public-law rights/obligations and other rights, obligations and economically valuable facts (permits, employment, contracts, litigation, etc.), shall belong to the newly established spin-off company if related to the Division Subject to Split, and to the surviving split company otherwise. (8) Assets, liabilities and capital of the newly established spin-off company shall be allocated based on the Division Subject to Split, taking into account qualification for tax-qualified split treatment, each company's future operating/investment plans, and applicable legal requirements. (9) Debts arising or becoming fixed after the spin-off date from pre-spin-off acts or facts, or already existing but unreflected in the spin-off plan (including contingent liabilities), shall belong to the newly established spin-off company if related to the Division Subject to Split, and to the surviving split company otherwise; if unclear, allocated between both in proportion to the spin-off ratio. (10) The same treatment applies to claims or other rights (including contingent claims) arising or acquired under equivalent circumstances; a company holding a right that should belong to the other company under this rule must transfer it accordingly. (11) All contracts and litigation to which the Splitting Company is a party before the spin-off date shall belong to the newly established spin-off company if related to the Division Subject to Split, and to the surviving split company otherwise.

2. Purpose of the spin-off (1) To spin off the investment business division via simple in-kind split, enhancing business specialization and competitiveness for both the surviving split company (home shopping) and the newly established spin-off company (investment business). (2) After the spin-off, the surviving split company will focus on the remaining business divisions (the distribution business division, including TV/data home shopping, internet shopping malls, and offline business), and the newly established spin-off company on the investment business division, strengthening prompt, specialized decision-making and accountable management through independent operation and objective performance evaluation. (3) Securing independence and specialization for each division will facilitate focused investment in core businesses, diversify management risk, and enhance sustainable growth potential and corporate value.

3. Material impact and effects of the spin-off (1) The surviving split company will be relieved of its intermediate-holding-company status, enabling it to concentrate human, physical and information resources on its core home-shopping business, expected to enhance business competitiveness. (2) The newly established spin-off company is expected to merge, after the spin-off, with parent company Hyundai GF Holdings Co., Ltd., efficiently unifying the decision-making structure as an investment company; the existing subsidiaries of Hyundai Home Shopping Co., Ltd. will become subject to the activity-restriction requirements applicable to a holding company's subsidiaries rather than its grandchild subsidiaries, relaxing Fair Trade Act restrictions and facilitating new business development.

4. Spin-off ratio Based on the statement of financial position as of March 31, 2026, calculated by dividing the book value of net assets of the newly established spin-off company by the sum of pre-split net assets book value plus treasury-share book value. - Surviving split company: 0.2736149 - Newly established spin-off company: 0.7263851

5. Business and property to be transferred by the spin-off (1) The Splitting Company shall transfer to the newly established spin-off company all positive and negative property belonging to the Division Subject to Split, including public/private-law rights and obligations and other economically valuable rights, obligations and facts (permits, employment, contracts, litigation, etc.; the "Property Subject to Transfer"), except for rights/obligations legally or by nature prohibited from transfer by split (to be handled by subsequent agreement if later transfer becomes necessary). The surviving split company shall provide necessary cooperation, including executing related contracts, so the newly established spin-off company can conduct the same business as before the split. (2) The Property Subject to Transfer shall be as stated in [Attachment 1] Spin-off Statement of Financial Position and [Attachment 2] List of Property Succeeded by Split, prepared based on the March 31, 2026 statement of financial position, subject to correction or addition for subsequent changes in assets/liabilities, omissions or errors discovered, or other value changes. (3) The final value of the Property Subject to Transfer shall be the book value as of 0:00 on the spin-off date, finalized upon review by a certified public accountant. (4) Changes in assets/liabilities of the Division Subject to Split before the spin-off date (from business/financial activities, plan implementation, or changes in law/accounting standards), or discovery of omissions/errors in the list of property to be succeeded, may be corrected or added by amending [Attachment 1] and [Attachment 2] of the spin-off plan. (5) Regarding investment shares, dividends resolved and paid by an investee shall belong to the newly established spin-off company if the investment share is succeeded to by the Division Subject to Split, and to the surviving split company otherwise.

6. Details of the surviving company after the spin-off Company name: Hyundai Home Shopping Co., Ltd. (HYUNDAI HOME SHOPPING NETWORK CORPORATION) Financial details after spin-off (KRW, as of 2026-03-31): Total assets 696,919,563,315; Total liabilities 235,440,613,937; Total equity 461,478,949,378; Capital stock 19,294,090,000 Most recent fiscal year revenue of the surviving business division (KRW): 1,089,888,734,683 Main business: Home shopping business, including TV/data home shopping, internet shopping malls, and offline business Continued listing after spin-off: No

7. Newly established spin-off company Company name: Hyundai Home Shopping Holdings Co., Ltd. (tentative) (HYUNDAI HOME SHOPPING HOLDINGS Co., Ltd.) Financial details at establishment (KRW, as of 2026-03-31): Total assets 1,225,121,357,411; Total liabilities -; Total equity 1,225,121,357,411; Capital stock 40,705,180,000 Most recent fiscal year revenue of the new business division (KRW): - Main business: Investment business division, including management of and investment in subsidiaries' and investee companies' equity Relisting application: No

8. Matters concerning capital reduction Capital reduction ratio (%): 72.63851 Old share certificate submission period: - to - Expected trading suspension period: - to - New share allotment terms: Shares of the newly established spin-off company allotted to a shareholder shall be of the same class as the shares of the Splitting Company held by that shareholder as of the spin-off date. Share-count proportionality and reason: Fractional shares of less than one share shall be settled in cash based on the per-share value determined by auction or court-approved appraisal. New share allotment record date: 2026-12-15 Expected new share certificate delivery date: - Expected new share listing date: -

9. Spin-off schedule Board resolution date: 2026-08-05 - Outside director attendance: Present (persons) 4 / Absent (persons) - - Auditor (audit committee member who is not an outside director) attendance: - Shareholder confirmation record date: - Shareholder register closing period: - to - Period for receiving notices of objection to the spin-off: - to - Expected shareholders' meeting date: 2026-11-12 Appraisal-rights exercise period: - to - Creditor objection period: - to - Spin-off date: 2026-12-15 Completion report date: 2026-12-16 Expected spin-off registration date: 2026-12-17

10. Matters concerning appraisal rights: Not applicable (all fields "-") 11. Whether a put option or similar contract has been entered into: No 12. Subject to securities registration statement submission: No - Reason for exemption from submission: Spin-off-in-kind of a wholly owned subsidiary 13. Plans for future corporate restructuring: After this spin-off, the newly established spin-off company plans to merge with parent company Hyundai GF Holdings Co., Ltd. As this spin-off requires approval of the Korea Communications Commission under Broadcasting Act Article 15, Paragraph 1, the Company will proceed with the approval process immediately following the board resolution, and intends to proceed with the merger without delay once the spin-off is completed. 14. In the case of a spin-off-in-kind with a subsidiary established: Not applicable 15. Shareholder protection measures for a spin-off-in-kind: Not applicable 16. Other important matters related to investment judgment (1) The spin-off plan may be partially amended or changed by the board or CEO before the shareholders' meeting, due to business changes, consultation with relevant authorities, relevant laws, or significant external factors, and may also be changed during the shareholders' meeting approval process. (2) If approved at the November 12, 2026 extraordinary shareholders' meeting, certain listed matters (spin-off schedule; amount of capital/reserves to be reduced; property to be transferred and its value; pre/post-split financial structure; directors/auditors of the newly established company; its trade name, head office address, method of public notice; spin-off ratio; total shares to be issued at the time of split; and its articles of incorporation) may be amended by the board or, under delegation, the CEO, without further shareholder approval, where such changes are reasonably necessary, do not disadvantage shareholders, reflect updated assets/liabilities or corrections, remain within the scope anticipated by the plan, or are unavoidably necessary for the spin-off to take effect; such changes take effect upon disclosure. (3) Matters not specified in the spin-off plan may be decided by board resolution, or by the CEO under delegation, within a scope not contrary to the plan's intent. (4) Appraisal rights of dissenting shareholders: Not applicable, as this is a simple in-kind split under Commercial Act Articles 530-2 through 530-11. (5) Matters requiring handover between the surviving split company and the newly established spin-off company (including documents, data and facts related to the Division Subject to Split) shall be governed by separate agreement between the two companies. (6) The newly established spin-off company shall succeed to the employment and related legal relationships (including severance pay, loans, etc.) of all employees working in the Division Subject to Split as of the spin-off date. (7) Authority over procedures not specified in the plan shall be exercised by the CEO under board delegation. (8) The newly established spin-off company shall receive all personal information related to the Division Subject to Split under the Personal Information Protection Act, with both companies taking required notice procedures within statutory deadlines. (9) Key spin-off schedule: Board resolution date August 5, 2026; shareholders' meeting for approval of the spin-off plan November 12, 2026; electronically registered share consolidation period November 13, 2026, November 27, 2026; spin-off date December 15, 2026; spin-off reporting/inaugural meeting (expected) December 16, 2026; spin-off (change/establishment) registration date (expected) December 17, 2026. Note 1) The above schedule may change depending on the Splitting Company's circumstances, relevant laws, and consultation with relevant authorities (including the Korea Communications Commission's review/approval schedule under the Broadcasting Act). Note 2) The spin-off reporting meeting and inaugural general meeting may be replaced by board resolution and public notice. Note 3) The shareholders' meeting resolution to approve the spin-off plan must be adopted by at least two-thirds of the voting rights of shareholders present and at least one-third of total shares issued, per Commercial Act Article 530-3, Paragraph 2. Note 4) The Splitting Company may convene a separate board meeting for approval of changes if material content of the spin-off plan is amended. ※ Related disclosures: - ※ Related disclosure regulation: Financial Investment Services and Capital Markets Act

[Matters concerning subsidiary] Subsidiary name: Hyundai Home Shopping Co., Ltd. (English: HYUNDAI HOME SHOPPING NETWORK CORPORATION) Representative: Chung Kyo-sun, Han Kwang-young (co-CEOs) Main business: TV home shopping, broadcast program production, etc. Major subsidiary: Yes Total assets of subsidiary (KRW): 4,972,561,212,866 Total consolidated assets of parent company (KRW): 10,490,130,570,257 Ratio to total consolidated assets of parent company (%): 47.40