Namsung

004270 · KOSPI · Industrials · SMALL CAP

[Amended] Material event report (treasury share disposal)

Namsung Co., Ltd. amends its treasury share disposal material event report (originally filed December 18, 2025) to reduce the planned disposal to zero shares after early redemption of the related Series 33 exchangeable bond, and sets out at length the rationale, debt-repayment use, and shareholder-value impact of that US$1.94M exchangeable bond issuance, which was used to help redeem the Company's Series 31 exchangeable bond.

Treasury Shares([Amended] Material event report (treasury share disposal))· FILED 2026-08-19· RCEPT 20260819000340

What happened

Amendment report (notice) August 19, 2026

1. Disclosure document being amended: Material event report (decision on treasury share disposal) 2. Original filing date of the disclosure document being amended: December 18, 2025 3. Amendment items:

Item: 1. Planned shares for disposal (shares), Reason: Recovery of exchange-target shares following early redemption of the exchangeable bond, Before: 262,390, After: - Item: 2. Price of shares subject to disposal (KRW), Reason: Reflecting the exchange price as adjusted for the bonus share issue, Before: 10,290, After: 8,171 Item: 3. Planned disposal amount (KRW), Reason: Recovery of exchange-target shares following early redemption of the exchangeable bond, Before: 2,700,000,000, After: - Item: 6. Disposal method > Other, Reason: Recovery of exchange-target shares following early redemption of the exchangeable bond, Before: 262,390, After: - Item: 13. Other matters for investment reference, Reason: Recovery of exchange-target shares following early redemption of the exchangeable bond, see Note 1), Note 2) Item: [Additional disclosure] 3. Number of shares disposed (shares), Reason: Recovery of exchange-target shares following early redemption of the exchangeable bond, Before: see Note 3), After: see Note 4)

Note 1) a. This treasury share disposal was for the purpose of issuing an exchangeable bond with treasury shares as the exchange target; for details, see the Material event report (decision to issue exchangeable bonds) dated April 16, 2026. (remainder omitted) Note 2) a. This is an amendment made, as of this amendment filing date, because the entire KRW 2,700,000,000 face amount of the Series 33 unregistered, non-interest-bearing, unsecured, privately placed exchangeable bond issued by the Company on December 29, 2025 was subject to a decision for early acquisition before maturity pursuant to the bondholder's redemption request under Article 3, Paragraph 24 of the underwriting agreement. (remainder omitted) Note 3) Disposal counterparty / shares disposed: Soosung Asset Management Co., Ltd. (acting for investors as discretionary investment manager): 68,027 shares; KB Securities Co., Ltd. (as trustee of Fund 1): 48,590 shares; Samsung Securities Co., Ltd. (as trustee of Fund 2): 48,590 shares; Samsung Securities Co., Ltd. (as trustee of Fund 3): 97,181 shares Note 4) Disposal counterparty / shares disposed: Soosung Asset Management Co., Ltd.: -; KB Securities Co., Ltd. (Fund 1 trustee): -; Samsung Securities Co., Ltd. (Fund 2 trustee): -; Samsung Securities Co., Ltd. (Fund 3 trustee): -

Material event report / Matter subject to KRX reporting obligation To: Financial Services Commission / Korea Exchange August 19, 2026 Company name: Namsung Co., Ltd. CEO: Yoon Seong-ho Head office location: 130 Digital-ro, Geumcheon-gu, Seoul Phone: 02-2109-1550 Website: http://www.namsung.com Preparer: (Title) Managing Director (Name) Kim Seong-uk (Phone) 02-2109-1503

Decision on treasury share disposal 1. Planned shares for disposal (shares): common stock -; other stock - 2. Price of shares subject to disposal (KRW): common stock 8,171; other stock - 3. Planned disposal amount (KRW): common stock -; other stock - 4. Planned disposal period: start December 29, 2025; end December 29, 2025 5. Purpose of disposal: Issuance of an exchangeable bond using treasury shares as the exchange target 6. Disposal method: equal allocation to shareholders -; off-hours block trade -; over-the-counter disposal -; other - 7. Disposal counterparty: Soosung Asset Management Co., Ltd. (acting for investors as discretionary investment manager); KB Securities Co., Ltd. (as trustee of Fund 1); Samsung Securities Co., Ltd. (as trustee of Fund 2); Samsung Securities Co., Ltd. (as trustee of Fund 3) 8. Entrusted investment broker: - 9. Treasury shares held before disposal: within distributable profit range (shares): common stock 488,967; ratio (%) 13.50; other stock -; other acquisition (shares): common stock -; other stock - 10. Holding/disposal plan: shareholders' meeting approval date - 11. Date of disposal decision: December 18, 2025; attendance of independent (outside) directors*: attended 1, absent 0; attendance of auditor: attended 12. Daily sell order quantity limit: common stock -; other stock - * Independent director for listed companies, outside director for unlisted companies 13. Other matters for investment reference: a. This is an amendment made, as of this amendment filing date, because the entire KRW 2,700,000,000 face amount of the Series 33 bond issued December 29, 2025 is subject to early acquisition before maturity pursuant to the bondholder's redemption request under Article 3, Paragraph 24 of the underwriting agreement. b. "2. Price of shares subject to disposal" is the exchange price of the exchangeable bond; "1. Planned shares for disposal" is the planned disposal amount divided by the exchange price, with fractional shares rounded down. c. "4. Planned disposal period" states the planned issuance date of the exchangeable bond; the actual disposal period of the treasury shares is finalized when the exchange right is exercised. d. "6. Disposal method" means that, after deposit with the Korea Securities Depository, shares are exchanged for treasury shares when the bondholder requests exchange. e. "9. Treasury shares held before disposal" includes 217,391 shares deposited with the Korea Securities Depository. f. "11. Date of disposal decision" is the date of the Company's board resolution.

[Other matters for investment reference] ※ Plan for use of remaining treasury shares: Of the 488,967 common treasury shares held, excluding the 262,390 shares used for this exchangeable bond issuance, the Company plans to use the remaining 226,576 common treasury shares in ways that minimize market impact, such as partial retirement to enhance shareholder value, an employee compensation program, improvement of the financial structure, and strategic alliances. No specific plan has been finalized to date; the Company will disclose such a plan once finalized through a future board resolution.

1. Reason for choosing an exchangeable bond secured by treasury shares over another funding method The Company manufactures and sells digital electronic products and automotive electronics, with main products including digital mobile audio/video devices, satellite radio receivers, GPS receivers, multimedia speakers, headphones and smart keys. On a consolidated basis, the Company recorded revenue of approximately KRW 98.1 billion in 2022, KRW 69.7 billion in 2023, KRW 74.5 billion in 2024 and approximately KRW 56.4 billion in the first three quarters of 2025, and operating income of approximately KRW 2.5 billion in 2022 but operating losses of approximately KRW 6.1 billion in 2023 and KRW 1.8 billion in 2024, before operating income of approximately KRW 0.7 billion in the first three quarters of 2025 (the Company and its U.S. subsidiary Namsung America, Inc. together account for over 90% of revenue through the digital electronics segment). Proceeds from this issuance are intended for debt repayment, specifically redemption of the Series 31 unregistered, interest-bearing, unsecured, privately placed exchangeable bond (because the Company's main consolidated subsidiary is a U.S. electronics wholesaler whose cash cannot be used for the Company's debt repayment, the Company's cash position is assessed on a stand-alone basis).

[Debt repayment funding details] (Unit: KRW million) Item: Series 31 unregistered, interest-bearing, unsecured, privately placed exchangeable bond, to be redeemed through this issuance Issue/maturity date: 2024-02-01 to 2029-02-01; Exchange period: 2025-12-03 to 2028-10-06; Face amount: 5,000; Exchange price (KRW): 2,300; Balance: 5,000; related repayment amount: 2,700 Total: 5,000 / 2,700

Of the KRW 5.0 billion outstanding balance of the Series 31 bond, KRW 2.7 billion will be redeemed using proceeds from this exchangeable bond issuance, with the remaining KRW 2.3 billion funded through collection of trade receivables. The Company plans to redeem the Series 31 bond ("this bond"), issued and paid in on February 1, 2024, for which the early redemption request dates are as follows.

[Early redemption put option] The bondholder may request early redemption, in whole or in part, on February 1, 2026 (two years after issuance) and on each date three months thereafter ("early redemption date"). (1) Early redemption request period and rate: the bondholder must request early redemption with the Korea Securities Depository between 60 and 30 days before the early redemption date ("early redemption request period"); non-banking-day adjustments apply as stated in the filing.

Round | Request period (From-To) | Early redemption date | Early redemption rate 1st: 2025-12-03 to 2026-01-02 | 2026-02-01 | 102.0100% 2nd: 2026-03-02 to 2026-04-01 | 2026-05-01 | 102.2739% 3rd: 2026-06-02 to 2026-07-02 | 2026-08-01 | 102.5158% 4th: 2026-09-02 to 2026-10-02 | 2026-11-01 | 102.7729% 5th: 2026-12-03 to 2027-01-04 | 2027-02-01 | 103.0301% 6th: 2027-03-02 to 2027-04-01 | 2027-05-01 | 103.2812% 7th: 2027-06-02 to 2027-07-02 | 2027-08-01 | 103.5409% 8th: 2027-09-02 to 2027-10-05 | 2027-11-01 | 103.8006% 9th: 2027-12-03 to 2028-01-03 | 2028-02-01 | 104.0604% 10th: 2028-03-02 to 2028-04-03 | 2028-05-01 | 104.3162% 11th: 2028-06-02 to 2028-07-03 | 2028-08-01 | 104.5778% 12th: 2028-09-02 to 2028-10-06 | 2028-11-01 | 104.8393%

(2) Early redemption request place: the issuer's head office. (3) Payment place: Woori Bank Gasan IT Corporate Business Support Team. (4) Request procedure: through the relevant account management institution or directly to the Korea Securities Depository, which aggregates and submits requests.

The exchange price of this bond is KRW 2,300, but the volume-weighted average price from December 1 to December 17, 2025 was KRW 870.38, below the exchange price, prompting this exchangeable bond issuance to fund the early redemption requests. The Company considered financing the repayment through bank borrowing but found most collateral-eligible assets already pledged (see tables below), leaving credit borrowing difficult given accumulated losses; it also compared a rights offering, a block trade, CB/BW issuance, and an exchangeable bond secured by shares of another company, judging each less suitable than an exchangeable bond secured by treasury shares on grounds of speed, cost, dilution and market impact (summarized below), and accordingly decided to issue this bond at a 115% premium to the base price.

[Status of assets available as collateral, stand-alone basis, Q3 2025] [Investment property, Q3 2025, stand-alone] (Unit: KRW million) Land: 73,337; Buildings: 20,375; Total: 93,712

[Property and equipment, Q3 2025, stand-alone] (Unit: KRW million) Item | Structures | Machinery | Vehicles | Tools/fixtures | Right-of-use assets | Total Acquisition cost: beginning 1 / 102 / 133 / 2,216 / 1,450 / 3,902; acquisitions - / - / - / 141 / 888 / 1,029; disposals - / - / - / - / (920) / (920); ending 1 / 102 / 133 / 2,357 / 1,418 / 4,011 Accumulated depreciation: beginning (1) / (102) / (124) / (2,090) / (1,040) / (3,357); expense - / - / (6) / (43) / (215) / (265); disposals - / - / - / - / 736 / 736; ending (1) / (102) / (130) / (2,133) / (519) / (2,886) Carrying amount: 0 / 0 / 3 / 224 / 899 / 1,125

[Financial instruments, Q3 2025, stand-alone] (Unit: KRW million) Short-term: 23,629 (Q3 2025) / 24,510 (FY2024-end); Long-term: 505 / 476; Total: 24,760 / 25,785

[Financial instruments restricted as collateral, Q3 2025, stand-alone] (Unit: KRW million) Short-term: NongHyup Bank KRW 500 (loan collateral); Woori Bank KRW 300 (loan collateral); Woori Bank USD 10,000,000 (loan collateral); KDB KRW 2,000 (loan collateral); Hana Bank KRW 2,600 (related-party loan collateral); Hana Bank USD 3,000,000 (loan collateral). Subtotal: KRW 5,400; USD 13,000,000 Long-term: Samsung Life Insurance KRW - ; BNP Paribas Cardif Life KRW -; KB Life Insurance KRW 500; Shinhan Bank KRW 2 (checking deposit); Woori Bank KRW 3 (checking deposit). Subtotal: KRW 505 Total: KRW 5,905; USD 13,000,000

[Assets related to collateralized borrowings, Q3 2025, stand-alone] (Unit: KRW million) Shinhan Bank: land/buildings KRW 8,720. Woori Bank: land/buildings KRW 11,130; USD 2,400,000; short-term instruments KRW 300; USD 10,000,000. KDB: land/buildings KRW 16,500; short-term instruments KRW 2,000. Hana Bank: land/buildings USD 13,200,000; short-term instruments KRW 2,600 (related-party); USD 3,000,000. NongHyup Bank: land/buildings KRW 7,100; short/long-term instruments KRW 1,000. Korea Eximbank: inventory KRW 1,097; USD 1,872,000. Everyday Retail, etc.: land/buildings KRW 410 (leasehold). Total: KRW 50,857; USD 30,472,000

Of the Company's approximately KRW 93.7 billion investment property, KRW 1.2 billion property/equipment and KRW 24.8 billion financial assets (approximately KRW 119.7 billion in total), approximately KRW 117.7 billion, or 98.33%, is already pledged, leaving little room for additional secured or credit borrowing.

(Reference) Comparison of funding alternatives (condensed) (1) Own funds: stand-alone cash and cash equivalents at end-Q3 2025 were only approximately KRW 0.64 billion, with current assets of approximately KRW 59.24 billion against current liabilities of approximately KRW 91.69 billion (current ratio 64.61%, versus an industry average of 138.79% at end-2024), insufficient to fund the approximately KRW 2.7 billion repayment. (2) Financial-institution borrowing: total borrowings were approximately KRW 62.40 billion at end-Q3 2025 at rates of 3.95%-6.65%, with eligible collateral already largely pledged, making further secured or credit borrowing difficult and loan-based repayment both more costly and open-ended compared with a 0%-coupon exchangeable bond. (3) Rights offering: would take 3-5 months, missing the February 1, 2026 repayment deadline, and would dilute and pressure the share price via a discount. (4) Block trade: typically priced at a market discount, raising less cash than the exchangeable bond for the same share count. (5) CB/BW: new-share issuance would create greater dilution risk than using already-issued treasury shares, with added refixing-related dilution risk. (6) Exchangeable bond secured by shares of another company: the Company holds no suitable listed shares as exchange targets (see equity holdings table below) and is unwilling to use its strategic unlisted holdings.

[Equity investments in other companies] (as of September 30, 2025) (Unit: KRW million, shares, %) Listed: KEPCO beginning 15,000 shares / KRW 300 million, disposed (15,000) / (300), ending 0; SK Innovation beginning 5,079 shares / KRW 570 million, disposed (5,079) / (570), ending 0; Korean Air beginning 5,000 shares / KRW 113 million, disposed (5,000) / (113), ending 0. Subtotal: beginning 25,079 shares / KRW 983 million, change (25,079) / (983), ending 0. Unlisted: Namsung International 4,370,000 shares, 9.45%, book value 0; Cheonan Minja Yeoksa 96,000 shares, 12%, 0; Dreamer 120,000 shares, 5%, 0. Subtotal: 4,586,000 shares, book value 0. Total: beginning 4,611,079 shares / KRW 983 million, change (25,079) / (983), ending 4,586,000 shares / 0.

(7) Exchangeable bond secured by treasury shares: fastest to cash (about one week from board resolution to payment), minimizes dilution by using already-issued treasury shares rather than new shares, can be issued at a premium rather than a discount, and bears a 0% coupon, judged the most advantageous method overall and adopted.

2. Review of the appropriateness of the issuance timing Given the exchange price (KRW 2,300) is roughly triple the recent trading price, the Company judges early redemption requests on the Series 31 bond highly likely; as of the filing date, KRW 2.2 billion of early redemption requests had already been submitted through the Korea Securities Depository for the 1st redemption window (December 3, 2025 - January 2, 2026), with more possible near the deadline. As the Series 31 bond's 1st early-redemption payment date (February 1, 2026) falls about one month after this bond's December 29, 2025 payment date, and a rights offering could take over three months, the Company judged this exchangeable bond issuance, at a 115% premium to the base price, the most timely and shareholder-friendly funding method available.

3. Effect of the actual share exchange on governance and corporate decision-making Assuming full exchange of all shares exchangeable under this bond, the actual treasury share disposal would be 2,623,906 shares, or 7.25% of total shares issued. The resulting decrease in voting power of the Company's largest shareholder and special related parties is approximately 3.36 percentage points, which the Company judges will not materially affect governance.

(Reference) Method for calculating the voting-power effect Shares subject to exchange (treasury shares): 262,390; Total shares issued: 3,621,216; Total voting shares issued: 3,132,249; Shares held by largest shareholder and special related parties: 1,362,660 (as of December 18, 2025); Existing ownership ratio: 43.50%; Ownership ratio after full exchange: 40.14%; Change in voting power: -3.36 percentage points

4. Effect on the interests of existing shareholders Given the urgent need to secure repayment funds for the February 1, 2026 early redemption and the limited availability of cash or further borrowing, the Company judged a privately placed exchangeable bond secured by treasury shares to have a relatively lower negative effect on existing shareholders than a rights offering, CB or BW, since it does not require new-share issuance. Proceeds will be used to redeem the previously issued Series 31 privately placed convertible bond (as stated in the filing), and because this bond carries a 0.0% coupon versus an estimated 3%-6% bank borrowing rate, the Company expects annual funding-cost savings of approximately KRW 81-162 million, improving cash flow and net income over the mid/long term. The Company compared EPS between retiring all 2,623,906 exchange-target treasury shares (funded by general borrowing) and issuing the exchangeable bond with full exchange assumed, based on annualized Q3 2025 net income of -KRW 759 million.

[EPS simulation: (Option 1) retire treasury shares + bank borrowing vs. (Option 2) exchangeable bond issuance] (stand-alone) (Unit: shares, KRW million) Item | Q3 2025 | Option 1 (projected) | Option 2 (projected, full exchange) Assets: 229,256 / 231,956 / 231,956 Liabilities: 116,185 / 118,885 / 116,185 Equity: 113,071 / 113,071 / 115,771 Debt ratio (%): 102.75 / 105.14 / 100.36 Common shares outstanding: 3,132,249 / 3,132,249 / 3,132,249 Additional borrowing interest expense: - / 143 / - Net income (annualized): -759 / -902 / -759 EPS (annualized, KRW): -24.23 / -28.78 / -22.36 Note 1) Net income is based on the stand-alone cumulative Q3 2025 net loss of -KRW 569 million, annualized to -KRW 759 million. Note 2) If KRW 2.7 billion were raised via bank borrowing instead, additional annual interest expense of approximately KRW 143 million is assumed (at the Company's general loan rate of 5.28%). Note 3) EPS = annualized stand-alone cumulative Q3 2025 net income / common shares outstanding.

Funding the KRW 2.7 billion via external borrowing would raise the stand-alone debt ratio 2.39 percentage points to 105.14%, whereas the exchangeable bond with full exchange would lower it 2.39 percentage points to 100.36%; the Company therefore judges the exchangeable bond more favorable for both debt ratio and EPS (versus the larger EPS decline under bank-borrowing-funded retirement, due to interest expense) and thus more positive for shareholder value.

5. Plans for resale of the bond or exchanged shares after issuance As of the filing date, the Company has no resale plan or prior agreement. Although the 2,623,906 exchange-target shares represent a high 7.25% of total shares issued, the 15% issuance premium and the Company's average monthly trading volume of approximately 1.04 million shares make a sudden mass sale unlikely. This bond matures December 29, 2030 (5 years from issuance) and carries a bondholder put option exercisable every three months from December 29, 2027; the exchange period runs from January 29, 2026 to November 29, 2030. Given these terms, the Company expects bondholders to exercise the exchange right when profitable and the put option otherwise, with resale at a discount to face value considered unlikely in the ordinary course; the bond also has no call option, so there is no concern about resale-driven dilution or an expansion of the largest shareholder's stake via a call option. The underwriter, for this private placement, may not resell or transfer to 50 or more persons within one year of issuance, and has entered into no side agreement concerning control or allied shareholdings.

6. Arranger The arranger for this exchangeable bond issuance is SK Securities Co., Ltd.

[Treasury shares held before the decision on treasury share disposal] (Unit: shares) Within distributable profit range, direct acquisition, on-market: common stock beginning 488,967 / acquired - / disposed - / retired - / ending 488,967; other stock all - Subtotal (a): common stock 488,967 (beginning and ending); other stock - Trust-contract acquisition, other acquisition: all - Total (a+b+c): common stock 488,967 (beginning and ending); other stock - Note) The ending balance includes 217,391 shares deposited with the Korea Securities Depository.

[Additional disclosure items] 1. Disposal counterparty, relationship with company or largest shareholder: Soosung Asset Management Co., Ltd. (acting for investors as discretionary investment manager), KB Securities Co., Ltd. (as trustee of "Soosung KOSDAQ Venture SN6 General Private Investment Trust," Fund 1), Samsung Securities Co., Ltd. (as trustee of "Soosung KOSDAQ Venture SN7 General Private Investment Trust (Profit/Loss Differentiated)," Fund 2), and Samsung Securities Co., Ltd. (as trustee of "NH Hedge Exchangeable Bond Selection General Private Investment Trust No. 4," Fund 3; collective investment manager NH Hedge Asset Management Co., Ltd.); none has a special relationship with the Company or its largest shareholder. 2. Reason for selecting the disposal counterparty: Selected considering investors' payment capacity and timing for funds needed for the Company's management purposes. 3. Number of shares disposed: Soosung Asset Management Co., Ltd.: -; KB Securities Co., Ltd. (Fund 1 trustee): -; Samsung Securities Co., Ltd. (Fund 2 trustee): -; Samsung Securities Co., Ltd. (Fund 3 trustee): - 4. Basis for price calculation: the higher of (i) the arithmetic average of the 1-month, 1-week and most-recent-day volume-weighted average prices, and (ii) the most-recent-day volume-weighted average price, calculated back from the day before the board resolution date, increased by a 15.0% premium, rounded up below one won, with par value as the floor. 5. Expected dilutive effect on share value: As actual disposal depends on exercise of the exchange right over a period running from January 29, 2026 to November 29, 2030, the dilutive effect cannot currently be precisely estimated; assuming full exchange, the disposal would be 262,390 shares, approximately 7.25% of total shares issued, with the exchange price set at a 15.0% premium to the base price. 6. Other matters for investment reference: Not applicable. (condensed translation)

Filed2026-08-19, [Amended] Material event report (treasury share disposal)
SourceDART rcept 20260819000340 → open original filing

Source: DART. Information only, not investment advice.

For informational purposes only. This is not investment advice, a recommendation, or a solicitation to buy or sell any security. Do your own research; any investment decision is your own responsibility.

Data from DART, Korea's official corporate-filing system. Data sourced from official DART filings. Accuracy is not guaranteed. Figures are as of the date shown. As of 2026-08-19 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).