[Amended] Material event report (merger)

What happened

Material Event Report (Merger Decision) 6.2 Humax Holdings Co., Ltd. Amendment Report August 11, 2026

1. Disclosure document being amended: Material Event Report 2. Original filing date: June 30, 2026 Filing history: 2026.06.30 original; 2026.07.22 1st amendment ("blue text"); 2026.07.23 2nd amendment ("green text"); 2026.07.31 3rd amendment ("red text"); 2026.08.05 4th amendment ("orange text"); 2026.08.11 5th amendment ("sky-blue text")

3. Amendments (items 3-1, 7, and three sub-notes under item 18; and a 5th amendment to item 18) Items 3-1 ("Effect on management"), 7 ("Type and number of merger new shares") and three notes under item 18: reason - following Humax Holdings' board decision on 2026.08.11 to cancel the 103,286 treasury shares it reacquired upon early redemption of its Series 11 unregistered unsecured privately placed exchange bonds (cancellation effective 2026.08.31), the expected new-share count and related figures are now stated on a post-cancellation basis. Item 7 changes from 2,440,946 to 2,341,313 new shares. A further note under item 18 is added recording that an amendment agreement to the merger agreement was executed to reflect the changed new-share count. A 5th-amendment note to item 18 is a voluntary correction tied to amendments made to the related securities registration statement (prospectus Q&A wording on why the FSS required a revised registration statement).

Note 1 (before 1st amendment): As of the original filing, the surviving company Humax's largest shareholder was the dissolving company Humax Holdings (35.64%), whose own largest shareholder was Byun Dae-gyu (35.47%). Humax Holdings would dissolve upon the merger; Byun Dae-gyu would become the surviving company's largest shareholder with an expected 16.61% stake (after cancelling 2,179 treasury shares from the share consolidation and, separately, all 1,535,273 Humax shares held by Humax Holdings). Note 1 (after, i.e. current): the same, except Byun Dae-gyu's Humax Holdings stake is now 36.98%, his expected post-merger Humax stake is 16.93%, and the note adds that the 103,286 treasury shares from the Series 11 exchange-bond redemption will also be cancelled (effective 2026.08.31, per the 2026.08.11 board resolution).

[Ownership of largest shareholder and related parties before/after the merger, as of the record date 2026.08.10; shares, %] (same table format and figures as in Humax's own filing of the same date) Byun Dae-gyu; largest shareholder; Humax Holdings shares 897,411 (36.98%); Humax shares before merger -; after merger 865,706 (13.02%); after cancellation 865,706 (16.93%) Park Bo-kyung; related party; Humax Holdings 22,103 (0.91%); after merger 21,322 (0.32%); after cancellation 21,322 (0.42%) J2B Co., Ltd.; affiliate; Humax Holdings 101,800 (4.19%); Humax before 2,207 (0.05%); after merger 100,410 (1.51%); after cancellation 100,410 (1.96%) Humax Holdings Co., Ltd.; largest shareholder (of Humax); Humax before merger 1,535,273 (35.64%); after merger 1,535,273 (23.09%); after cancellation - (0.00%) Jeong Seong-min; executive; Humax before 5,981 (0.14%); after merger 5,981 (0.09%); after cancellation 5,981 (0.12%) Byun Ji-yeong; other; Humax before 2,238 (0.05%); after merger 2,238 (0.03%); after cancellation 2,238 (0.04%) Byun Jeong-seok; other; Humax before 1,901 (0.04%); after merger 1,901 (0.03%); after cancellation 1,901 (0.04%) Jeong Chang-su; affiliate executive; Humax before 1,000 (0.02%); after merger 1,000 (0.02%); after cancellation 1,000 (0.02%) Shim Jae-hyeon; affiliate executive; Humax before 500 (0.01%); after merger 500 (0.01%); after cancellation 500 (0.01%) Largest shareholder and related parties, total; Humax Holdings 1,021,314 (42.08%); Humax before merger 1,549,100 (35.96%); after merger 2,534,331 (38.12%); after cancellation 999,058 (19.54%) Other shareholders; Humax Holdings 1,405,746 (57.92%); Humax before 2,758,433 (64.04%); after merger 4,114,515 (61.88%); after cancellation 4,114,515 (80.46%) Treasury shares: none at any stage Total shares issued; Humax Holdings 2,427,060 (100%); Humax before merger 4,307,533; after merger 6,648,846; after cancellation 5,113,573 (Notes as in Humax's filing: fractional-share cancellations of 2,179/4,609 shares completed 2026.07.13; appraisal-rights treasury shares also to be fully cancelled; ratios subject to change; Series 11 exchange-bond figure as above.)

Resulting post-merger, post-cancellation share count: 4,307,533 (pre-merger) + 2,341,313 (new shares, reduced from 2,440,946) - 1,535,273 (cancelled) = 5,113,573 Humax shares.

Note (5th amendment, investor Q&A correction): an investor asked why the FSS required an amended registration statement, whether the merger would proceed smoothly, and when the amendment would be filed. The original answer (1st-4th amendment version) described this generically as a routine review step. The corrected answer (5th amendment) states specifically: the company's registration statement (merger) filed 2026.07.01 was, after FSS review under Article 122 of the Financial Investment Services and Capital Markets Act, made subject to an FSS amendment request on 2026.07.09; the company filed an amended registration statement on 2026.07.22 with supplementary disclosure, which remains under review. The merger timeline is otherwise unchanged, and further updates will be disclosed as required.

Main report body (first filed June 30, 2026):

Material Event Report To the Financial Services Commission / Korea Exchange Company name: Humax Holdings Co., Ltd. CEO: Byun Dae-gyu Head office address: 2 Yeongmun-ro, Cheoin-gu, Yongin-si, Gyeonggi-do (Tel) 031-776-6114 (Website) https://holdings.humaxdigital.com/ Preparer: (Title) CFO (Name) Jeong Chang-su (Tel) 031-776-6114

Merger Decision

1. Merger method: Humax absorbs Humax Holdings; surviving company - Humax; dissolving company - Humax Holdings; post-merger trade name of the surviving company - Humax 2. Purpose: integrating management resources to create synergies, strengthen business competitiveness, improve management efficiency and governance, and maximize shareholder value. 3. Material effects: (management) see ownership table above; (finance) EV-charger business as core growth driver, smart-mobility services as a stable cash base, expected cost-competitiveness gains from scale; (operations) Humax Holdings' enterprise-AI capability integrates directly into Humax's mobility-infrastructure business, closing the investment/execution gap of the holding-company structure and supporting EV-charging infrastructure and MaaS ecosystem growth; (shareholder value) 0.9646707 Humax shares issued per Humax Holdings share (excluding treasury/appraisal shares); the merger is intended to help maintain an adequate float and support valuation amid delisting-reform risk. 4. Merger ratio: Humax : Humax Holdings = 1 : 0.9646707. 5. Basis: same statutory reference-price calculation as in Humax's filing - Humax merger value KRW 5,659 (1-month avg KRW 6,104; 1-week avg KRW 5,383; last close KRW 5,490); Humax Holdings merger value KRW 5,459 (1-month avg KRW 6,233; 1-week avg KRW 5,004; last close KRW 5,140); no premium/discount applied; reference date 2026.06.29. 6. External valuation: not legally required (statutory reference-price method for a listed-to-listed merger), though the companies voluntarily obtained one (see below). 7. Type and number of merger new shares: common shares 2,341,313; other-class shares - 8. Counterparty to the merger: Humax Co., Ltd.; main business: video and audio equipment manufacturing and sales; relationship: affiliate. Most recent fiscal year financials (KRW): total assets 491,060,172,734; capital stock 21,985,062,000; total liabilities 394,931,983,365; revenue 394,166,017,109; total equity 96,128,189,369; net income -81,408,692,851. External auditor: Sunghyun Accounting Corporation; audit opinion: unqualified. 9. New company formed by merger: Not applicable. 10. Merger schedule: merger agreement date 2026.06.30; shareholder record date 2026.07.15; dissent-notice period 2026.08.05-27; shareholders' meeting 2026.08.28; appraisal-rights exercise period 2026.08.28-09.17; trading-suspension period 2026.09.29-10.18; creditor-objection period 2026.08.28-09.29; merger date 2026.10.01; merger registration date (expected) 2026.10.07; new-share listing date (expected) 2026.10.19. 11-12. Backdoor listing: not applicable. 13. Appraisal rights: expected purchase price KRW 6,839 per share (statutory formula, 2-month/1-month/1-week volume-weighted average); same exercise procedure, period and places as in Humax's filing; payment expected 2026.09.22; contract-termination trigger if total appraisal payments exceed KRW 2,000,000,000 (Humax) or KRW 1,000,000,000 (Humax Holdings). 14. Board resolution date: 2026.06.30; independent (outside) directors present: 1; statutory auditor attendance: present. 15. Put options: none. 16. Securities registration statement: required (filed by Humax, counterparty, 2026.07.01). 17. Future restructuring plans: none finalized.

18. Other important matters for investment decisions (a) Humax Holdings was designated a managed issue effective 2026.08.03 after its market capitalization stayed below KRW 20 billion for 30 consecutive trading days (notice 2026.07.31); failure to meet the requirement for 45 consecutive trading days from designation could trigger delisting procedures, with the usual managed-issue trading restrictions (no margin trading, not usable as collateral, possible trading halts). Both Humax (treasury-share cancellations of 848,701 shares on 2026.03.31 and 4,609 from the 2026.07.13 share consolidation) and Humax Holdings (1,137,800 shares on 2026.03.31 and 2,179 from the consolidation) have cancelled treasury shares to address this, and merger-related treasury shares will likewise be cancelled (board meeting expected around 2026.10.30). A three-stage strategy targets financial-soundness improvement in 2026, EV/AX growth-driver development in 2027, and profit-led growth from 2028. The merger also addresses the chronic holding-company discount from dual listing, and should reduce shareholder harm from any delisting; delay or termination of the merger could leave the managed-issue status in place. (b)-(e), (g)-(k): same special-resolution requirement, no-extra-payment rule, ownership-table notes, schedule caveats, and termination conditions as described in Humax's filing above. (f) Humax's most recent fiscal year financials in item 8 are on a consolidated basis as of year-end 2025.

(l) Fairness-enhancement measures: Under Article 382-3 of the Commercial Act (directors' duty of loyalty) and the Ministry of Justice's "Guidelines on Director Conduct in Corporate Reorganizations," Humax Holdings (i) established and operated an independent special committee, (ii) obtained independent outside expert review (an accounting firm and a law firm), and (iii) provided full information and communication to shareholders. Details:

I. Special committee 1) Composition: Humax Holdings' board resolved on 2026.05.12 to adopt special-committee operating rules and establish a special committee. Because each company had only one sitting outside director (Humax: Han Man-su; Humax Holdings: Lee Jang-woo), the board resolved to also include a standing auditor and/or a former outside director or outside expert, consistent with the Ministry of Justice guideline's reference to "outside directors etc." On 2026.05.14, Humax Holdings replaced committee candidate auditor Kim Jin-hyeong (who also serves as auditor of affiliate J2B Co., Ltd., a potential conflict) with outside expert Jeong Uk-jae. The committee comprises: Lee Jang-woo (sitting outside director, chair; management academic/non-profit background 1988-2022, no financial or personal ties to the companies); Jeong Seong-in (former outside director of Humax Holdings 2014-2015/2016 [as stated in the filing], now a partner at Premier Partners LP; venture-capital career 1981-2021, no current ties); and Jeong Uk-jae (outside expert; CPA/tax accountant; worked at Humax 2007-2011 and was CFO of former Humax affiliate Rtcast 2011-2020, now its CEO since 2025 - all ties ended years before this merger and the affiliate relationship with Humax was fully severed in 2025.01). All three confirmed to hold no shares in either company and to have no success-fee tied to the deal; outside counsel Klass Hankyul separately reviewed and confirmed each member's independence against the 24 statutory outside-director disqualification grounds (Commercial Act Article 382(3), 542-8(2)), concluding all three members of each company's three-member committee (6 individuals total, including replaced auditor Kim Jin-hyeong who was found to have a conflict and was accordingly replaced) satisfied the independence and expertise criteria. 2) Authority: an advisory (non-statutory) body under board-adopted operating rules, independent of the board, tasked with reviewing fairness of deal terms, procedural adequacy, shareholder conflicts of interest, and overall shareholder-interest protection, with powers to request information, summon staff/outsiders, engage advisors, and access confidential data; the board undertook to give significant weight to its findings. 3) Timing: discussions began around the Korea Exchange's 2026.04.17 pre-announcement of accelerated, tightened KOSDAQ delisting market-cap thresholds (KRW 20 billion from July 2026; KRW 30 billion from January 2027); the committee was formally established 2026.05.12. 4) Activities - four meetings: Meeting 1 (2026.05.20): elected chair Lee Jang-woo; set review scope; approved Bohyun Accounting Corporation (fee KRW 150,000,000, engaged 2026.05.20-06.29) as financial advisor and Klass Hankyul (fee KRW 30,000,000) as legal advisor, both confirmed independent of the companies and the deal outcome. Meeting 2 (2026.06.09): reviewed shareholder-conflict issues (between the two companies' shareholders, and between controlling and minority shareholders of Humax Holdings) and alternatives to the merger - status quo, treasury buyback/cancellation, a going-private tender offer, and a third-party-allotted rights offering - concluding the merger was the most viable option, given the imminent delisting risk facing Humax Holdings (from July 2026) and Humax (from 2027), the holding-company discount, the full cancellation of Humax Holdings' Humax stake, and governance/synergy benefits; received interim advisor reports. Meeting 3 (2026.06.17): reviewed the merger schedule and received interim advisor reports (noting Beopmubeopin Gwangjang and Ichon Accounting Corporation [as stated in the filing] appear as the interim reporting advisors in this meeting's record, apparently a drafting inconsistency with the final advisors named elsewhere). Meeting 4 (2026.06.29): received final advisor opinions. Bohyun Accounting Corporation's intrinsic-value appraisal (asset value and earnings value, 1:1.5 weighted) found: Humax intrinsic value KRW 24,194-29,608 per share (asset value KRW 19,332; earnings value KRW 27,487-36,510); Humax Holdings intrinsic value KRW 23,166-29,488 per share (asset value KRW 13,870; earnings value KRW 29,363-39,900); implied fair merger-ratio range 1:0.957510 to 1:0.995947 - within which the statutory-price ratio of 1:0.9646707 falls. Klass Hankyul's legal opinion found the merger's purpose legitimate (resolving the dual-listing/holding-company discount and pre-empting delisting risk for both companies, with alternatives all inferior), its terms fair (100% statutory reference pricing, no discount/premium used, within the independently appraised fair range, applied equally to all shareholders), its procedure adequate (special committee held 4 meetings; independent legal/accounting advisors retained; shareholder town halls held), shareholder conflicts low (both companies share the goal of resolving delisting risk; Humax Holdings' entire Humax stake will be cancelled, preventing dilution of minority shareholders), and no breach of directors' duty of care or shareholder-loyalty duty. The committee's final opinion (resolved 2026.06.29, reported to the board 2026.06.30) concluded the merger was justified in purpose, fair in ratio, proper in procedure, and protective of shareholder interests, including full cancellation of all treasury shares arising from the merger and a three-step dissenting-shareholder protection mechanism (appraisal demand, price negotiation, court price determination). The board, having reviewed the committee's unanimous favorable opinion and the advisors' reports, approved the merger agreement with all directors present voting in favor; board discussion on 2026.05.12 (special committee establishment), 2026.05.14 (committee member replacement due to Kim Jin-hyeong's conflict), and 2026.06.30 (merger-agreement approval, reconfirming no shareholder-conflict concerns given the proportional, non-discriminatory economics of the deal, the statutory, non-discounted pricing method verified against an independent intrinsic-value range, and the planned treasury-share cancellation) is recorded accordingly.

II. External experts 1) Engagement: legal advisor Klass Hankyul (engaged 2026.05.20 by the special committee; scope - legitimacy of purpose, procedural legality, fairness of terms, and directors' duty compliance; fee KRW 30,000,000); financial advisor Bohyun Accounting Corporation (engaged 2026.05.20 by the special committee; scope - fairness assessment of the merger ratio; engagement period 2026.05.20-06.29; fee KRW 150,000,000). Both were confirmed independent of the companies (no recent audit engagements, no material pre-existing advisory relationships, no staff overlap, no shareholdings, no success-fee linkage, no fees from the counterparty) and to have sufficient expertise in valuation/governance-restructuring transactions and in capital-markets/M&A law and minority-shareholder matters respectively. Bohyun's team: 1 lead partner and 3 managers, all Korean CPAs (Baek Seung-heon, Song Jae-ho, Park Jeong-seo, Choi Yu-jin), drawing on past Big-4 audit experience; total 800 hours, requesting the companies' historical financial statements, ledgers, management accounts and business plans. 2) Legal advisor's conclusions: as summarized in the special committee section above (purpose legitimate; terms fair - 100% statutory pricing, no discount/premium, within the independently appraised range, equal treatment; procedure adequate; low shareholder-conflict risk; no breach of directors' duties). Klass Hankyul separately reviewed and confirmed each of the three Humax Holdings committee members' (Lee Jang-woo, Jeong Seong-in, Jeong Uk-jae) independence under the same 24-item outside-director disqualification checklist, reaching the same conclusion as the committee itself. 3) Financial advisor's methodology and conclusion: Bohyun used the intrinsic-value method under Articles 4-8 of the Enforcement Rules of the Regulation on Issuance and Disclosure of Securities (asset value : earnings value weighted 1:1.5), with earnings value calculated by discounted cash flow (DCF) over 2026-2030, each company's business segments valued separately and summed (see detailed tables below), and compared the statutory reference-price ratio (1:0.9646707) against the resulting fair-value ratio range (1:0.957510-1:0.995947), confirming the statutory ratio falls within the independently appraised range and is therefore fair. Related disclosure: see Humax's securities registration statement (merger) disclosed August 11, 2026 for further detail.

[Bohyun Accounting Corporation - detailed valuation basis]

Asset value (per Article 5 of the Enforcement Rules): net asset value from the most recent consolidated statement of financial position, adjusted per regulation, divided by shares outstanding. Humax: consolidated equity KRW 96,129 million; less adjustments of KRW 12,766 million (including non-controlling interests of KRW 5,439 million; plus items such as the valuation gap on unlisted investee shares -5,358, listed-investee mark-to-market -1,057, understated retirement-benefit liability -93, other net-asset changes not through retained earnings -819) = adjusted net assets KRW 83,363 million; divided by 4,312,142 shares issued = asset value KRW 19,332 per share. Humax Holdings: consolidated equity KRW 92,614 million; adjustments of -KRW 57,487 million (additions: treasury shares as of the analysis date KRW 4,649 million, capital increase from conversion-right exercise KRW 611 million/KRW 611,460,000, capital surplus increase from conversion KRW 1,468 million/KRW 1,504,258,639, less KRW 36,608,964 from exchange-bond exercise of 1,043 treasury shares against KRW 10,000,000 face value; deductions: non-controlling interests KRW 61,640 million, unlisted-investee valuation gap -1,908, listed-investee mark-to-market -369, other net-asset changes -291) = adjusted net assets KRW 35,127 million; divided by 2,532,525 shares issued = asset value KRW 13,870 per share.

Unlisted-investee valuation detail (Humax, KRW million): Dogukonggan convertible preferred (book 2,500; investee net assets 4,335; stake 8.2%; pro-rata 355; adjustment -2,145); WATT convertible preferred (book 1,503; net assets 1,202; stake 18.4%; pro-rata 221; adjustment -1,282); EZCharger common (book 1,982; net assets 13,009; stake 6.6%; pro-rata 863; adjustment -1,119); AGMT common (book 366; adjustment -366); IB-BDC Public-Tech Commercialization Innovation Fund No.1 (book 500; net assets 6,672; stake 6.0%; pro-rata 402; adjustment -98); Shinhan Shared-Growth Solution New-Tech Investment Association (book 2,871; net assets 10,096; stake 25.0%; pro-rata 2,524; adjustment -347); subtotal book 9,722, net assets 35,314, pro-rata 4,365, adjustment -5,357 (the same figures apply to Humax Holdings' pro-rata share at its 35.6% stake: adjustment -1,907). Listed-investee mark-to-market (Humax, KRW million): SmartRadar System (book 2,018; 240,000 shares; close KRW 4,005; fair value 961; adjustment -1,057; Humax Holdings' 35.6%-adjusted figure -376). Net-asset changes not through retained earnings (KRW million): equity-method capital changes -538 (Humax Holdings' share -191); foreign-currency-translation OCI -281 (share -100); total -819 (share -291). Retirement-benefit understatement (Humax, KRW million): defined-benefit obligation 2025.12.31: 2,371; 2026.03.31: 2,465; difference -93.

Full consolidated statement of financial position, year-end 2025 (KRW million; Humax / Humax Holdings): Current assets 149,975 / 151,544; cash and equivalents 25,412 / 26,023; trade and other receivables 37,655 / 38,386; contract assets (current) 183 / 308; FVPL financial assets (current) 3,224 / 3,236; inventories 70,042 / 70,042; other financial assets (current) 656 / 656; other current assets 10,844 / 10,911; current income tax assets 1,911 / 1,911; assets held for sale 48 / 69. Non-current assets 341,084 / 343,529; long-term receivables 29,478 / 25,278; FVPL financial assets (non-current) 117,668 / 125,917; investments in subsidiaries/associates/JVs 126,780 / 126,780; tangible assets 34,943 / 34,963; right-of-use assets 7,360 / 7,315; investment property 11,272 / 10,894; intangible assets 3,955 / 2,428; other financial assets (non-current) 416 / 416; other non-current assets 1,905 / 1,905; net defined-benefit assets 718 / 1,044; deferred tax assets 6,589 / 6,589. Total assets 491,059 / 495,073. Current liabilities 282,764 / 289,413; trade and other payables 93,436 / 93,429; contract liabilities 3,826 / 3,826; short-term borrowings 27,675 / 30,875; current portion of long-term borrowings 8,000 / 8,000; bonds (current) 11,997 / 11,997; convertible bonds (current) 5,076 / 6,890; FVPL financial liabilities (current) 88,515 / 89,624; lease liabilities (current) 9,995 / 10,032; provisions (current) 26,239 / 26,239; other financial liabilities (current) 327 / 327; other current liabilities 7,651 / 8,102; current income tax liabilities 27 / 72. Non-current liabilities 112,167 / 113,045; long-term trade and other payables 3,192 / 3,192; long-term borrowings 4,214 / 4,214; bonds (non-current) 41,920 / 41,920; exchange bonds - / 919; FVPL financial liabilities (non-current) 9,954 / 9,954; lease liabilities (non-current) 48,434 / 48,531; provisions (non-current) 3,551 / 3,551; other non-current liabilities - / 2; net defined-benefit liabilities 80 / 80; deferred tax liabilities 822 / 683. Total liabilities 394,931 / 402,459. Equity attributable to owners 90,690 / 30,974; capital stock 21,985 / 6,289; other paid-in capital 388,110 / 94,252; retained earnings -47,624 / -5,318; other equity components -271,781 / -64,249; non-controlling interests 5,439 / 61,640. Total equity 96,129 / 92,614. Total liabilities and equity 491,060 / 495,073.

Earnings value (DCF, 2026-2030, mid-year convention; perpetual growth 0.00%-1.00%, roughly half the Bank of Korea's 2.0% medium-term inflation target; tax rate 11% up to KRW 200 million taxable income, 22% from KRW 200 million to KRW 20 billion, 24.2% from KRW 20 billion to KRW 300 billion, 27.5% above KRW 300 billion):

WACC by segment: Gateway 8.56%, Telematics 9.51%, EVCS 12.39% (Humax); IT 11.28%, ESG 13.60% (Humax Holdings). Common inputs: risk-free rate 3.39% (3.385% 10-year treasury), market risk premium 8.00%, size premium 4.02% (Micro-cap, per KICPA; EVCS uses 3.00% reflecting EV-sector growth; Gateway uses 0.00% given its market leadership), cost of debt 9.91% (9.905%, BBB- 5-year corporate bond yield), tax rate 22%. Unlevered beta: Gateway 0.4324, Telematics 0.2769, EVCS 1.0933 (Humax); IT 0.5018, ESG 0.7815 (Humax Holdings). Relevered beta: Gateway 0.7427, Telematics 0.7581, EVCS 1.0683; IT 0.6251, ESG 0.8355. Cost of equity: Gateway 9.33%, Telematics 13.47%, EVCS 14.93%, IT 12.41%, ESG 14.09%. Debt ratio/equity ratio: Gateway 47.91%/52.09%; Telematics 69.02%/30.98%; EVCS 35.20%/64.80%; IT 23.95%/76.05%; ESG 8.15%/91.85%.

[Humax - Gateway segment] Revenue (KRW million) 2023 451,164; 2024 333,600; 2025 191,395; 2026E 141,422; 2027E 113,299; 2028E 116,707; 2029E 120,224; 2030E 123,842. Variable costs: 398,695; 301,517; 179,242; 129,577; 102,735; 105,825; 109,014; 112,293. Contribution margin: 52,469; 32,082; 12,153; 11,845; 10,564; 10,882; 11,211; 11,548. Fixed costs: 34,132; 32,933; 22,061; 13,877; 12,008; 11,312; 10,768; 10,273. Operating profit: 18,337; -851; -9,907; -2,031; -1,445; -430; 443; 1,275. Tax: -; -; -; -; -; 75; 259 (2029/2030). NOPLAT 2026-2030: -2,031; -1,445; -430; 368; 1,017. D&A: 602; 621; 473; 492; 488. Capex: 547; 564; 430; 448; 444. Working-capital change: 3,817; 2,028; -228; -235; -242. Tax effect: -; -; -; 66; 224. FCFF: -5,181; -3,114; 22; 783; 1,528. Discount factor (WACC 8.56%): 0.95977; 0.88409; 0.81439; 0.75017; 0.69103. PV: -4,973; -2,753; 18; 588; 1,056. PV of explicit period (A) -6,065; PV of terminal value (B) 8,208; operating value (A+B) 2,144. Terminal value calc: 2030 pre-tax operating profit 1,275 x (1+0%) = 1,275; tax 259; after-tax 1,017; discount factor 0.691025; terminal PV 8,208. Per-share earnings value (base case) KRW 26,290; sensitivity range (WACC 7.56%-9.56%, growth -1.0%-1.0%): KRW 25,852-27,002 (full 5x5 grid: 26,352/26,205/26,074/25,957/25,852; 26,484/26,321/26,176/26,048/25,933; 26,634/26,451/26,290/26,148/26,022; 26,805/26,598/26,418/26,260/26,120; 27,002/26,766/26,563/26,386/26,231).

[Humax - Telematics segment] Revenue: 2023 201,470; 2024 201,959; 2025 199,855; 2026E 212,234; 2027E 222,263; 2028E 250,840; 2029E 260,862; 2030E 261,562. COGS: 172,675; 172,711; 174,366; 179,935; 188,735; 205,741; 217,722; 220,977. Gross profit: 28,795; 29,248; 25,489; 32,299; 33,528; 45,099; 43,140; 40,585. SG&A: 23,486; 26,946; 31,875; 28,663; 28,558; 29,170; 29,945; 30,499. Operating profit: 5,309; 2,303; -6,386; 3,636; 4,970; 15,929; 13,195; 10,086. Tax (2026-30): 778; 1,071; 3,482; 2,881; 2,197. NOPLAT: 2,858; 3,898; 12,447; 10,314; 7,889. D&A: 5,892; 4,755; 4,842; 4,885; 5,003. Right-of-use asset amortization: 1,147; 1,167; 1,191; 1,214; 1,237. Capex: 4,783; 5,327; 5,591; 6,020; 5,776. WC change: 8,918; 2,177; 5,232; 2,297; 288. Tax effect: 640; 875; 2,803; 2,322; 1,775. FCFF: -3,163 [2026]; 3,191; 10,460; 10,419; 9,840. Discount factor (WACC 9.51%): 0.9556; 0.8727; 0.7969; 0.7277; 0.6646. PV: -3,023; 2,784; 8,336; 7,582; 6,540. PV explicit period 22,219; PV terminal value 55,157; operating value 77,376. Terminal calc: 2030 pre-tax op. profit 10,086; tax 2,197; after-tax 7,889; discount factor 0.6646; terminal PV 55,157. Per-share earnings value (base case) KRW 4,515; sensitivity range KRW 2,461-7,639 (grid: 4,923/4,215/3,575/2,993/2,461; 5,489/4,717/4,021/3,392/2,820; 6,121/5,274/4,515/3,831/3,213; 6,833/5,896/5,063/4,317/3,645; 7,639/6,596/5,676/4,856/4,123).

[Humax - EVCS segment] Revenue: 2025 2,087; 2026E 12,983; 2027E 29,193; 2028E 50,975; 2029E 79,189; 2030E 114,689. COGS: 2,200; 9,887; 21,181; 35,299; 52,914; 74,717. Gross profit: -113; 3,097; 8,012; 15,676; 26,276; 39,973. SG&A: 9,380; 15,141; 17,901; 21,805; 26,591; 32,746. Operating profit: -9,493; -12,044; -9,889; -6,129; -315; 7,227. Tax (2029/30): 418; 2,163. NOPLAT: -12,044; -9,889; -6,129; -733; 5,064. D&A: 342; 665; 709; 823; 915. Capex: 1,234; 306; 478; 397; 429. WC change: -1,429; 1,290; 1,259; 1,530; 1,769. FCFF: -11,506; -10,821; -7,156; -1,837; 3,782. Discount factor (WACC 12.39%): 0.9433; 0.8392; 0.7467; 0.6643; 0.5911. PV: -10,853; -9,081; -5,343; -1,220; 2,236. PV explicit period -24,263; PV terminal value 25,410; operating value 1,148. Terminal calc: 2030 pre-tax op. profit 7,227 x 1.01 = 7,299; tax 2,401; after-tax 4,899; discount factor 0.5911; terminal PV 25,410. Per-share earnings value (base case) KRW 266; sensitivity range KRW -826 to 1,868 (WACC 11.39%-13.39%, growth 0.0%-2.0%; grid: 362/20/-289/-570/-826; 687/314/-23/-328/-605; 1,043/634/266/-66/-367; 1,435/985/582/220/-108; 1,868/1,372/928/531/174).

Non-operating assets, Humax (KRW million): cash and equivalents 21,361 (Gateway)/2,856 (Telematics); accrued income 444; short-term financial instruments 656; long-term financial instruments 400/12; short-term loans 682/5; long-term loans 20,071; FVPL financial assets 113,939; lease deposits paid 6,509; associate investments 18,949; joint-venture investments 106,648; investment property 4,348; other assets 8,433; total 302,440 (Gateway) + 2,872 (Telematics) = 305,313. Interest-bearing debt, Humax (KRW million): short-term borrowings 8,533/13,495; current portion of long-term borrowings -/5,640; long-term borrowings 3,000/856; bonds 32,949/14,783; convertible bonds 5,076; derivative liabilities 98,468; lease liabilities 6,172/2,581; lease deposits received 5,856; royalty provision 22,111; financial guarantee liabilities 327; other liabilities 8,947/599; total 191,440 (Gateway) + 37,954 (Telematics) = 229,394.

Humax summary (KRW million, per-share KRW): PV of explicit-period FCFF -14,663; PV of terminal value 72,504; operating value 57,841; plus non-operating assets 305,313; enterprise value 363,154; less interest-bearing debt 229,394; earnings value 133,760 (per share KRW 31,019; range KRW 27,435-36,458 [min 118,305/max 157,213 million]). By segment (KRW million / per-share KRW): Gateway operating value 2,144, enterprise value 304,584, debt 191,440, earnings value 113,144 (per share 26,238, range 25,801-26,951); Telematics (70.5%-adjusted) operating value 54,550, enterprise value 57,422, debt 37,954, earnings value 19,469 (per share 4,515, range 2,461-7,639); EVCS operating value 1,148, enterprise value 1,148, debt -, earnings value 1,148 (per share 266, range -826 to 1,868).

[Humax Holdings - Gateway segment, at its 35.6% Humax stake] Same underlying Gateway financials as above; FCFF PV figures scaled to Humax Holdings' 35.6% share: PV explicit period -2,159; PV terminal value 2,922; operating value 763; non-operating assets 105,458; enterprise value 106,222; debt 68,065; earnings value 38,157 (per share KRW 15,067, base case; sensitivity range KRW 14,801-15,498 per the summary table (the finer WACC/growth grid below ranges KRW 14,833-15,530), across WACC 7.56%-9.56%/growth -1%-1%, grid: 15,136/15,046/14,967/14,896/14,833; 15,216/15,117/15,029/14,951/14,881; 15,307/15,195/15,098/15,012/14,935; 15,410/15,285/15,176/15,080/14,995; 15,530/15,387/15,263/15,156/15,062). [Humax Holdings - Telematics segment, 35.6%-adjusted]: PV explicit period 5,577; PV terminal value 13,845; operating value 19,422; non-operating assets 1,023; enterprise value 20,444; debt 13,513; earnings value 6,932 (per share KRW 2,737, base case; range KRW 1,492-4,631, grid: 2,984/2,556/2,167/1,814/1,492; 3,327/2,859/2,438/2,056/1,709; 3,711/3,197/2,737/2,323/1,948; 4,142/3,574/3,069/2,617/2,210; 4,631/3,999/3,441/2,944/2,499). [Humax Holdings - EVCS segment, 35.6%-adjusted]: PV explicit period -8,638; PV terminal value 9,047; operating value 409; enterprise value 409; debt -; earnings value 409 (per share KRW 161, base case; range KRW -501 to 1,133, grid: 219/12/-175/-346/-501; 416/190/-14/-199/-367; 632/384/161/-40/-222; 870/597/353/133/-65; 1,133/831/563/322/105).

[Humax Holdings - IT segment] Revenue: 2023 10,570; 2024 10,863; 2025 9,724; 2026E 12,062; 2027E 13,651; 2028E 15,249; 2029E 17,151; 2030E 19,441 (also stated as 19,440 in the summary table). The segment narrative separately states projected 2030 operating profit of 3,806 (inconsistent with the 4,844 shown in the operating-profit row below; as stated in the filing). Operating costs: 9,712; 10,421; 8,904; 10,618; 10,721; 11,493; 12,905; 14,597. Operating profit: 857; 442; 820; 1,444; 2,930; 3,756; 4,245; 4,844. Tax: 296; 623; 804; 912; 1,044. NOPLAT: 1,148; 2,307; 2,952; 3,333; 3,801. D&A: 282; 171; 185; 199; 192. Capex: 472; 73; 138; 166; 184. WC change: 108; -35; -150; -261; -337. FCFF: 852; 2,440; 3,149; 3,627; 4,146. Discount factor (WACC 11.28%): 0.9479; 0.8518; 0.7654; 0.6878; 0.6181. PV: 807; 2,079; 2,410; 2,495; 2,563. PV explicit period 10,353; PV terminal value 23,073; operating value 33,427. Terminal calc: 2030 pre-tax op. profit 4,884 x 1.01 = 4,894; tax 1,054; after-tax 3,838/3,839 (as stated in the filing); discount factor 0.6181; terminal PV 23,073. Non-operating assets 9,132; enterprise value 42,559; debt 4,849; earnings value 37,710 (per share KRW 14,890, base case; range KRW 12,927-17,788, grid: 15,278/14,608/13,997/13,439/12,927; 15,809/15,082/14,423/13,823/13,274; 16,398/15,605/14,890/14,242/13,652; 17,053/16,185/15,405/14,702/14,065; 17,788/16,830/15,976/15,209/14,517).

[Humax Holdings - ESG segment] Revenue: 2024 151; 2025 14; 2026E 300; 2027E 1,170; 2028E 1,740; 2029E 2,440; 2030E 2,840. Operating costs: 725 [2023]; 1,096; 489; 635; 1,044; 1,489; 2,047; 2,447. Operating profit: -725; -945; -475; -335; 126; 251; 393; 393. Tax: -; 3; 6; 9; 9. NOPLAT: -335; 123; 246; 385; 385. D&A: 3; 4; 5; 6; 7. Capex: 7; 8; 9; 8; 9. WC change: 43; 123; 76; 93; 51. Government subsidy: 300; 300; 200; -; -. FCFF: -82; 297; 365; 290; 331. Discount factor (WACC 13.60%): 0.9382; 0.8259; 0.7270; 0.6400; 0.5634. PV: -77; 245; 266; 185; 187. PV explicit period 806; PV terminal value 1,467; operating value 2,273. Terminal calc: 2030 pre-tax op. profit 393 x 1.01 = 397; tax 65; after-tax 332; WC change 4; after-tax FCFF 328; discount factor 0.5634; terminal PV 1,467. Non-operating assets 144; enterprise value 2,019; debt 165; earnings value 1,854 (per share KRW 731 [also stated 732], base case; range KRW 643-850, grid: 759/726/697/669/643; 779/745/713/684/657; 800/764/731/700/672; 824/785/750/718/688; 850/809/771/736/705).

Non-operating assets, Humax Holdings (KRW million, by segment - Gateway/Telematics/EVCS/IT/ESG): cash and equivalents 7,605/1,017/-/568/36; accrued income 87; short-term financial instruments 234; long-term financial instruments 142/4; short-term loans 243/2; long-term loans 5,651; FVPL financial assets 40,566/-/-/8,253; lease deposits paid 2,318; associate investments 6,746; joint-venture investments 37,971; investment property 1,414; other assets 2,482/-/-/311/107; totals 105,458/1,023/-/9,132/144. Interest-bearing debt, Humax Holdings (by segment): short-term borrowings 3,038/4,805/-/3,000/165; current long-term borrowings -/2,008; long-term borrowings 1,068/305; bonds 11,731/5,263; convertible bonds 1,807/-/-/466; derivative liabilities -/-/-/909; lease liabilities 35,058/-/-/333; lease deposits received 2,198/919/-/134; royalty provision 1,990; financial guarantee liabilities 7,872; other liabilities 117; totals 3,185/213/-/6/- (as stated in the filing; these segment totals are inconsistent with the itemized figures above, likely a drafting error in the source).

4. Overall assessment of the merger ratio's fairness: the statutory reference-price ratio is 1:0.96467. Bohyun Accounting Corporation's intrinsic-value method (asset value : earnings value, 1:1.5 weighted) found Humax's intrinsic value at KRW 24,194-29,608/share and Humax Holdings' at KRW 23,166-29,488/share, implying a fair-ratio range of 1:0.957510 to 1:0.995947. Because the statutory ratio of 1:0.96467 falls within that independently appraised range, the merger ratio is judged fair. Bohyun's opinion notes the merger is a KOSDAQ-to-KOSDAQ merger not legally requiring external valuation, but was voluntarily obtained per the Ministry of Justice's December 2025 guideline; its headline comparison: statutory reference prices (Humax KRW 5,659/share, Humax Holdings KRW 5,459/share, ratio 1:0.9646707) against the intrinsic-value-based range above.

(The report continues with a nearly identical narrative on the fairness of the merger ratio, special-committee process, external-advisor independence and qualifications, and a shareholder Q&A/town-hall section reiterating the same purpose (pre-empting delisting under the tightened KOSDAQ market-cap rules), the same alternatives analysis (status quo, treasury buyback, going-private tender offer, rights offering - all found inferior to the merger), and the same shareholder-protection measures (full cancellation of treasury shares arising from the merger and of shares acquired via appraisal rights, and the three-step dissenting-shareholder price-protection mechanism), concluding that the merger does not unfairly favor the controlling shareholder and does not breach directors' duties of care or loyalty to shareholders.)

Supplementary figures from the tables and notes above (kept here for completeness):

- The EVCS business applies next-generation charging standards including OCPP and ISO 15118 (secure communication) and V2G (bidirectional charging). - Ownership table as of the record date used in the 1st-amendment version (2026.07.21, before the Series 11 exchange-bond treasury-share cancellation): largest shareholder and related parties total - Humax Holdings 1,021,314 shares (40.36%); Humax shares before merger 1,549,100 (35.96%), after merger 2,534,331 (37.55%), after cancellation 999,058 (19.16%); other shareholders - Humax Holdings 1,405,746 (55.56%), Humax before/after merger 2,758,433 (64.04%)/4,214,148 (62.45%), after cancellation 4,214,148 (80.84%); treasury shares - Humax Holdings 103,286 (4.08%); total shares issued - Humax Holdings 2,530,346 (100%), Humax before merger 4,307,533, after merger 6,748,479, after cancellation 5,213,206. - Humax Holdings' treasury-share rollforward used in the asset-value adjustment (KRW million): balance at 2025.12.31: 14,937; less shares cancelled: -10,242; less shares used in exchange-bond exercise: -46; balance at the analysis date: 4,649. - Dissolving-company (Humax Holdings) convertible/exchange-bond activity: it issued KRW 3,000,000,000 of Series 10 convertible bonds on 2025.03.18; on 2026.05.20, KRW 2,100,000,000 of face value converted into 244,584 common shares, increasing capital stock by KRW 611,460,000 and capital surplus by KRW 1,504,258,639 (recorded as capital stock 611, capital surplus/share premium 1,888, less conversion-rights equity of -383, for a net 1,504, KRW million); separately, on 2026.05.06, KRW 10,000,000 of Series 11 exchange-bond face value was exchanged for 1,043 treasury shares, reducing capital surplus by KRW 36,608,964. - Humax Holdings' asset-value adjustment items (KRW million): addition items (treasury shares 4,649, capital increase from conversion 611, capital-surplus increase 1,468) totaling 6,728; deduction items (unlisted-investee valuation gap -1,908, listed-investee mark-to-market -369, other net-asset changes -291, non-controlling interests -61,640, and related amounts) totaling -64,215. - Investment-asset concentration commentary (KRW million): Humax's investment assets are KRW 120,892 and its investments in associates/joint ventures KRW 126,780, against an accumulated retained-earnings deficit of KRW 271,781 and FVPL financial liabilities of KRW 98,468; Humax Holdings' investment assets are KRW 129,153 and its investments in associates/joint ventures KRW 126,780, against a retained-earnings deficit of KRW 64,249 and FVPL financial liabilities of KRW 99,578. - Humax per-segment earnings-value sensitivity range (KRW million; Gateway/Telematics/EVCS/total): maximum 116,214/32,942/8,056/157,213; minimum 111,256/10,611/-3,563/118,305. - Humax Holdings per-segment earnings-value sensitivity range (KRW million; Gateway/Telematics/EVCS/IT/ESG/total): maximum 39,250/11,729/2,868/45,049/2,153/101,049; minimum 37,485/3,778/-1,268/32,738/1,630/74,361. - Humax's per-segment DCF breakdown (KRW million; Gateway/Telematics/EVCS/total): explicit-period PV -6,065/15,665/-24,263/-14,663; terminal-value PV 8,208/38,885/25,410/72,504; operating value 2,144/54,550/1,148/57,841. - Humax Holdings' per-segment DCF breakdown (KRW million; Gateway/Telematics/EVCS/IT/ESG/total, at Humax Holdings' proportionate stakes): explicit-period PV -2,159/5,577/-8,638/10,353/665/5,798; terminal-value PV 2,922/13,845/9,047/23,073/1,210/50,097; operating value 763/19,422/409/33,427/1,875/55,895 (the ESG column here, 665/1,210/1,875, differs slightly from the standalone ESG calculation of 806/1,467/2,273 earlier in this report; both figures are as stated in the filing). - Humax Holdings' consolidated earnings-value summary (KRW million): PV of explicit-period FCFF 5,798; PV of terminal value 50,097; operating value 55,895; plus non-operating assets 115,757; enterprise value 171,652; less interest-bearing debt 86,591; earnings value 85,061 (per share KRW 33,587). - Special-committee member background detail: Jeong Seong-in's career included KTB Network (1981-1997), a team-leader role at Hyundai Technology Investment (1997-1999), vice-president then CEO at Interbest Co., Ltd. (1999-2001, then 2001-2005), and outside director of Humax Holdings (2005, with a 2014-2015 term also referenced); auditor candidate Jeong Hyeon-chae served as Humax Holdings' auditor from 2009 to 2017; committee chair Lee Jang-woo served as chairman of the Korea Electronics Technology Institute from 2016 to 2019. - Par-value detail: the merger ratio allots 0.9646707 of a surviving-company common share (par value KRW 5,000) for each dissolving-company common share (par value KRW 2,500). - Merger-agreement termination trigger for objecting creditors: the agreement may be terminated if objecting creditors' claims exceed KRW 5,000,000,000 for Humax or KRW 1,000,000,000 for Humax Holdings. (condensed translation)