Material event report (business acquisition)

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-10-16) →

What happened

Business acquisition decision 6.1, S.Traffic Co., Ltd.

Material event report / Matter subject to Korea Exchange reporting obligation To the Financial Services Commission / Korea Exchange August 6, 2026 Company name: S.Traffic Co., Ltd. Representative Director: Moon Chan-jong Head office address: C Building, Widen Tower, 56 Geumto-ro 80beon-gil, Sujeong-gu, Seongnam-si, Gyeonggi-do (Geumto-dong) (Tel) 031-739-9500 (Website) http://www.straffic.co.kr/ Preparer in charge: (Title) Executive Vice President (Name) Lee Jang-han (Tel) 031-739-9533

Decision on business acquisition

1. Business to be acquired: The railway signaling business division of LS Electric Co., Ltd. 2. Key details of the business to be acquired: The entire railway signaling business division of LS Electric Co., Ltd. 3. Acquisition price (KRW): 74,536,000,000 - Whether this is an acquisition of the entire business: No - Financial details (KRW) Category: Business division to be acquired (A); The Company as a whole (B); Ratio (%) (A/B) Total assets: 69,869,266,914; 172,855,230,596; 40.42 Revenue: 78,446,977,233; 168,238,551,225; 46.63 Total liabilities: 29,366,644,194; 70,616,576,429; 41.59 4. Purpose of acquisition: Synergy effects and enhancement of corporate value through combination with the Company's existing railway signaling business 5. Effect of the acquisition: Expansion of business scope and increased revenue and profit through synergy created by this business acquisition 6. Expected acquisition date: Contract execution date August 6, 2026; Acquisition base date September 30, 2026 7. Counterparty Company name (name): LS Electric Co., Ltd. Capital (KRW): 150,000,000,000 Main business: Manufacture of electrical switching and protective devices Head office address: LS Tower, 127 LS-ro, Dongan-gu, Anyang-si, Gyeonggi-do Relationship with the company: - 8. Payment of acquisition proceeds 1. Total acquisition price: KRW 74,536,000,000 2. Payment form: Cash payment 3. Amounts and payment timing (a) Down payment: KRW 1,000,000,000 - Payment timing: 2026.08.06 (upon execution of the main contract) (b) 1st balance payment: KRW 3,000,000,000 - Payment timing: 2026.09.30 (acquisition base date, transaction closing date) (c) 2nd balance payment: KRW 70,536,000,000 - Payment timing: After the transaction closing date, the settlement amount calculated based on the net asset value, etc. of the acquired assets will be paid in installments 4. Source of funding: Cash on hand and proceeds from collection of receivables among the acquired assets * The balance, excluding the down payment, is scheduled to be paid after the relevant agenda item is approved at the extraordinary general shareholders' meeting to be held on September 16, 2026; if rejected, this contract may be terminated, in which case the acquisition price will not be paid. * The total acquisition price is calculated based on the net asset value as of the transaction closing date, taking into account the net cash inflow arising from the transferred contracts. The above total acquisition price is calculated assuming the transaction closed on June 30, 2026; the actual amount will vary depending on the net asset value as of the transaction closing date and future cash flows arising from the transferred contracts. * The above acquisition base date of September 30, 2026 is an expected date and may change. * The above expected schedule and payment timing, etc. may change as the process proceeds.

9. Matters concerning external appraisal Whether an external appraisal was conducted: Yes Basis and reason: Appropriateness appraisal under Article 165-4(1)(2) of the Financial Investment Services and Capital Markets Act and Article 176-6(3) of its Enforcement Decree Name of the external appraisal institution: Hanul Accounting Corporation External appraisal period: July 29, 2026 - August 6, 2026 External appraisal opinion: The appraiser applied the discounted cash flow (DCF) method to appraise the value of the business division subject to appraisal. As of the appraisal base date, the value of the business division subject to appraisal is calculated to range from KRW 71,131 million to KRW 78,548 million. Accordingly, the planned acquisition price of KRW 74,536 million agreed between the Company and the transferor is judged to be reasonable in light of the above appraisal value range as of the appraisal base date.

10. Whether a special resolution of the general shareholders' meeting is required: Yes - Expected date of the general shareholders' meeting: September 16, 2026 - Matters concerning appraisal rights Exercise requirements: Pursuant to Article 374-2 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the Company's register of shareholders as of the shareholder record date who has notified the Company in writing of their objection to the resolution by the day before the general shareholders' meeting resolution date may request the Company, in writing stating the type and number of shares, within 20 days from the date of the general shareholders' meeting resolution, to purchase the shares they own (limited to shares continuously held from the shareholder record date until the date of exercising the appraisal right); a request to purchase only part of the shares owned is also possible. However, appraisal rights are granted only to a shareholder who has continuously held shares from the shareholder record date until the date of exercising the appraisal right, and only with respect to the shares so continuously held; appraisal rights are forfeited for shares sold and reacquired during that period, and once exercised, the exercise of appraisal rights cannot be withdrawn. In addition, a shareholder who gave prior written notice of objection to the board resolution on the business acquisition but then voted in favor of the business acquisition at the general shareholders' meeting may not exercise appraisal rights. As the Company, the acquirer in this business acquisition, is a company listed on the KOSDAQ market, it must purchase the relevant shares within one month from the end of the appraisal-rights exercise period following the request. Expected purchase price: 2,759 Exercise procedure, method, period, and place (1) Method of indicating objection: Pursuant to Article 374-2 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the Company's register of shareholders as of the shareholder record date (limited to a shareholder who has continuously held shares up to the date of notification) who wishes to exercise appraisal rights must notify the Company in writing of their objection to the board resolution on the business acquisition before the general shareholders' meeting. However, a beneficial shareholder who has deposited share certificates with a securities company (financial investment business entity) must notify that securities company by 3 business days before the general meeting date, and the securities company must consolidate the beneficial shareholders' objection notices and report them to the Korea Securities Depository, the depository institution, by 2 business days before the general meeting date. The Korea Securities Depository must notify the Company of the objection on behalf of the beneficial shareholders before the general shareholders' meeting. However, as the deadline for receiving notices online/by phone/in person may differ by securities company, please inquire with the relevant securities company about its deadline. A shareholder who wishes to notify the Company directly of their objection may do so in writing by the day before the general shareholders' meeting. (2) Method of requesting purchase: Pursuant to Article 374-2 of the Commercial Act (Appraisal Rights of Dissenting Shareholders) and Article 165-5 of the Financial Investment Services and Capital Markets Act (Special Provisions on Appraisal Rights), a shareholder who has given notice of objection to this business acquisition may, within 20 days from the date of the general shareholders' meeting resolution, request the Company in writing, stating the type and number of shares, to purchase the shares they own. However, appraisal rights are granted only for shares continuously held until the date of exercising the appraisal right, and are forfeited for shares sold and reacquired during that period. A general shareholder who has deposited share certificates with a securities company (financial investment business entity) may request the Company to purchase the shares they own by completing an appraisal-rights exercise application form for the number of shares deposited with that securities company and submitting it to that securities company. A general shareholder who requests the purchase of shares to the relevant securities company by 2 business days before the end of the purchase-request period will have the request filed on their behalf by the Korea Securities Depository, the depository institution. However, as the deadline for receiving requests online/by phone/in person may differ by securities company, please inquire with the relevant securities company about its deadline. A shareholder who wishes to exercise appraisal rights directly with the Company may notify the Company in writing by the close of business on the last day of the appraisal-rights exercise period. (3) Exercise period - Shareholder record date: August 21, 2026 - Period for receiving objection notices to the business acquisition: September 1-15, 2026 - Expected date of the general shareholders' meeting for approval of the business acquisition: September 16, 2026 - Appraisal-rights exercise period: September 16 - October 6, 2026 (4) Exercise place: For beneficial shareholders - the relevant securities company Expected payment timing and method (1) Expected timing of payment of the share purchase price: Payment is expected within one month from the end of the appraisal-rights exercise period. (2) Payment method - Holders of special accounts (existing "registered shareholders"): Payment will be made in cash or transferred to the shareholder's registered account. - General shareholders who have deposited share certificates with a securities company (existing "beneficial shareholders"): Payment will be transferred to the shareholder's own account at the relevant securities company. Matters concerning restrictions on appraisal rights: Pursuant to Article 374-2 of the Commercial Act, a shareholder who objects to the board resolution on the business acquisition and has notified the Company in writing of that objection by the day before the general shareholders' meeting may request the relevant company, in writing stating the type and number of shares, within 20 days from the date of the general shareholders' meeting resolution, to purchase the shares they own. However, shares eligible for appraisal rights are limited to shares continuously held from the shareholder record date until the date of exercising the appraisal right. In addition, a shareholder who gave prior written notice of objection to the board resolution on the business acquisition but then voted in favor of the business acquisition at the general shareholders' meeting may not exercise appraisal rights. Effect on the contract: If this business acquisition is not approved at the Company's general shareholders' meeting, the buyer may terminate this contract by written notice to the seller. In addition, if the total purchase price payable under appraisal rights exercised by dissenting shareholders of the acquirer in connection with this business acquisition exceeds KRW 5 billion, the buyer may terminate this contract by written notice to the seller.

11. Board resolution (decision) date: August 6, 2026 - Independent (outside) director* attendance: Present 1; Absent - - Attendance of auditor (audit committee member who is not an independent (outside) director*): Present 12. Whether this constitutes a backdoor listing: No - Whether there is a plan for a third-party-allotted capital increase, etc., within the next 6 months: No 13. Whether the other company meets the backdoor-listing requirements: Not applicable 14. Whether subject to Fair Trade Commission reporting: Applicable 15. Whether a put-option or similar contract has been concluded: No - Contract details: - * For listed companies, "independent director"; for unlisted companies, "outside director" applies. 16. Future plans concerning company restructuring: The Company plans to incorporate the business into its existing business division within the acquiring company without establishing a separate corporate entity. 17. Other important matters relevant to investment decisions (1) The total assets and total liabilities of the "business division to be acquired (A)" in the above "3. Acquisition price (KRW)" are as of December 31, 2025, and revenue is for the period from January 1, 2025 to December 31, 2025. The financial details of "the Company as a whole (B)" are based on the consolidated financial statements for the 13th fiscal term (January 1, 2025 - December 31, 2025) prepared in accordance with Korean International Financial Reporting Standards (K-IFRS). (2) In the above "6. Expected acquisition date," the "contract execution date" is the date of the Company's board resolution and the date both parties signed the contract, and the "acquisition base date" refers to the base date on which the "transferor" transfers the business-acquisition target assets to the "transferee" (effective date); the point at which the succession procedures for the business-acquisition target assets are completed is the business acquisition closing date. However, the acquisition base date and the business acquisition closing date may change depending on the terms of the acquisition contract and the filing schedule with relevant authorities. (3) The "capital (KRW)" of the "counterparty" in the above "7." is based on the consolidated financial statements in the 2025 year-end audit report. (4) Expected purchase price for appraisal rights (i) Company's proposed price for consultation: Pursuant to Article 374-2 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, the purchase price of shares requested is, pursuant to Article 176-7(3)(1) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the price obtained by taking the arithmetic average of (i) the volume-weighted average price (weighted by trading volume for actual transactions) of the final market prices published daily on the securities market for the past 2 months before the day before the board resolution date on the business acquisition (or, if there was an adjustment to the base trading price due to an ex-dividend or ex-rights event during that period and the period from the ex-dividend/ex-rights date to the day before the board resolution date is 7 days or more, that period), (ii) the past 1 month (subject to the same adjustment rule), and (iii) the past 1 week.

[Method of calculating the expected share purchase price (Article 176-7(3) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act)] (a) Most recent 2-month volume-weighted average price: KRW 2,823; Calculation period: June 6, 2026 - August 5, 2026 (past 2 months before the day before the board resolution date) (b) Most recent 1-month volume-weighted average price: KRW 2,776; Calculation period: July 6, 2026 - August 5, 2026 (past 1 month before the day before the board resolution date) (c) Most recent 1-week volume-weighted average price: KRW 2,678; Calculation period: July 30, 2026 - August 5, 2026 (past 1 week before the day before the board resolution date) Base purchase price [(a+b+c)/3]: KRW 2,759

Daily closing price, trading volume, and closing price x volume used in the calculation (Unit: KRW, shares): 2026-08-05: 2,725; 74,925; 204,170,625 2026-08-04: 2,690; 50,508; 135,866,520 2026-08-03: 2,645; 68,556; 181,330,620 2026-07-31: 2,715; 70,307; 190,883,505 2026-07-30: 2,605; 59,400; 154,737,000 2026-07-29: 2,630; 141,465; 372,052,950 2026-07-28: 2,810; 63,005; 177,044,050 2026-07-27: 2,885; 32,799; 94,625,115 2026-07-24: 2,895; 29,321; 84,884,295 2026-07-23: 2,920; 21,111; 61,644,120 2026-07-22: 2,900; 29,058; 84,268,200 2026-07-21: 2,860; 22,437; 64,169,820 2026-07-20: 2,860; 62,242; 178,012,120 2026-07-16: 2,905; 60,962; 177,094,610 2026-07-15: 2,970; 94,083; 279,426,510 2026-07-14: 2,750; 139,177; 382,736,750 2026-07-13: 2,750; 63,474; 174,553,500 2026-07-10: 2,840; 52,847; 150,085,480 2026-07-09: 2,780; 47,455; 131,924,900 2026-07-08: 2,790; 49,585; 138,342,150 2026-07-07: 2,810; 66,037; 185,563,970 2026-07-06: 2,805; 48,164; 135,100,020 2026-07-03: 2,845; 36,846; 104,826,870 2026-07-02: 2,845; 46,088; 131,120,360 2026-07-01: 2,915; 43,249; 126,070,835 2026-06-30: 2,865; 55,362; 158,612,130 2026-06-29: 2,875; 88,110; 253,316,250 2026-06-26: 2,730; 179,638; 490,411,740 2026-06-25: 2,785; 56,868; 158,377,380 2026-06-24: 2,840; 57,713; 163,904,920 2026-06-23: 2,780; 115,206; 320,272,680 2026-06-22: 2,910; 90,140; 262,307,400 2026-06-19: 3,000; 70,641; 211,923,000 2026-06-18: 3,005; 43,734; 131,420,670 2026-06-17: 3,040; 46,614; 141,706,560 2026-06-16: 3,020; 52,437; 158,359,740 2026-06-15: 3,005; 32,186; 96,718,930 2026-06-12: 2,950; 109,399; 322,727,050 2026-06-11: 2,885; 29,042; 83,786,170 2026-06-10: 2,885; 58,358; 168,362,830 2026-06-09: 2,860; 39,756; 113,702,160 2026-06-08: 2,800; 106,004; 296,811,200

(a) 2-month volume-weighted average closing price (June 6, 2026 - August 5, 2026): 2,823 (b) 1-month volume-weighted average closing price (July 6, 2026 - August 8, 2026, as stated in the filing): 2,776 (c) 1-week volume-weighted average closing price (July 30, 2026 - August 5, 2026): 2,678 Arithmetic average = (a+b+c)/3: 2,759

(ii) Method of handling if consultation is not reached: Pursuant to Article 165-5 of the Financial Investment Services and Capital Markets Act, the purchase price will be the amount calculated based on the trading price of the relevant shares on the securities market, and a shareholder who requested the purchase and objects to that purchase price may request the court to determine the purchase price. (iii) Please note that the share purchase price and matters concerning the exercise of appraisal rights may change through consultation with shareholders if necessary. (iv) The above schedule and other key terms of the business acquisition are current as of the time of this disclosure and may change through consultation with and approval from relevant authorities such as relevant laws and regulations, the courts, and the Fair Trade Commission. (5) Other reference matters: If this business acquisition is not approved at the Company's general shareholders' meeting, the buyer may terminate this contract by written notice to the seller. In addition, if the total purchase price payable under appraisal rights exercised by dissenting shareholders of the acquirer in connection with this business acquisition exceeds KRW 5 billion, the buyer may terminate this contract by written notice to the seller. The total acquisition price is calculated based on the net asset value as of the transaction closing date, taking into account the net cash inflow arising from the transferred contracts. The above total acquisition price is calculated assuming the transaction closed on June 30, 2026; the actual amount will vary depending on the net asset value as of the transaction closing date and future cash flows arising from the transferred contracts.