Material event report (spin-off)

What happened

Material Event Report (Decision on Company Split) To: Financial Services Commission / Korea Exchange Date: August 21, 2026 Company name: Kakao Corp. Representative Director: Shina Chung Head office address: 242 Cheomdan-ro, Jeju-si, Jeju Special Self-Governing Province (Yeongpyeong-dong) Phone: 1577-3321, 1577-3754 Website: https://www.kakaocorp.com Preparer: Title: CFO, Name: Jong-hwan Shin, Phone: 02-6718-3053

Decision on Company Split

1. Method of split (1) Pursuant to Articles 530-2 through 530-11 and Article 530-13 of the Commercial Act, the splitting company will carry out a simple pro-rata spin-off (the "Split") of the business division subject to the split (the "Subject Business Division") to establish a newly incorporated company, while the surviving company after the split will remain a listed company. - Surviving company: Kakao X Corp. (provisional name) - Surviving company's business: all business divisions other than the Subject Business Division - Newly established company: Kakao AI Corp. (provisional name) - Newly established company's business: the KakaoTalk-based platform business (the Subject Business Division) Note 1) The trade names of the surviving company and the newly established company may be changed at the general shareholders' meeting called to approve the split plan. Note 2) The business divisions operated by the surviving company and the newly established company are subject to each company's articles of incorporation.

(2) Pursuant to Articles 530-2 through 530-11 and Article 530-13 of the Commercial Act, the split will take the form of a pro-rata spin-off in which shareholders of the splitting company are allotted shares of the newly established company in proportion to their shareholding ratio as of the record date for allotment of new shares from the split; as described above, the splitting company will spin off the Subject Business Division among the businesses it operates to establish the newly established company, while the splitting company survives and operates the investment business excluding the Subject Business Division. After the Split, the shares issued by the newly established company are scheduled to be re-listed on the KRX KOSPI Market following a re-listing review under the KOSPI Market Listing Regulations, and the shares issued by the surviving company are scheduled to be listed as a change of listing.

(3) The split date is 00:00 on January 1, 2027. However, the split date may be changed by resolution of the splitting company's board of directors.

(4) The splitting company will carry out the split by special resolution of the general shareholders' meeting pursuant to Article 530-3, Paragraphs 1 and 2 of the Commercial Act, and pursuant to Article 530-9, Paragraph 1 of the same Act, the newly established company and the surviving company are jointly and severally liable for the splitting company's obligations (including liabilities) existing before the split.

(5) In connection with the joint and several liability of the surviving company and the newly established company for the splitting company's pre-split obligations under Item (4) above, if the surviving company repays an obligation succeeded to by the newly established company under the split plan, or otherwise jointly discharges such obligation through its own disbursement, the surviving company may exercise a right of indemnity against the newly established company; and if the newly established company repays an obligation that has devolved to the surviving company under the split plan, or otherwise jointly discharges such obligation through its own disbursement, the newly established company may exercise a right of indemnity against the surviving company.

(6) The property transferred as a result of the Split shall be governed by the provisions of Article 4 (Matters Concerning the Newly Established Company), Item (7) (Property of the Splitting Company to Be Transferred to the Newly Established Company and Its Value) of the split plan; where it is not clear from such provisions whether certain property is subject to the split, this shall be determined in accordance with Items (7) through (11) below.

(7) Except for assets and liabilities that are not transferable by their nature or under applicable law and therefore devolve to the surviving company, all positive and negative assets belonging to the splitting company and other rights and obligations, including public-law rights and obligations, and factual relationships of economic value (including permits and licenses, employment relationships, contractual relationships, litigation, etc.) shall, to the extent listed in the list of property to be succeeded to as set out in the split plan (the "Subject Succession List"), be governed by that listing; for matters not listed in the Subject Succession List, unless otherwise determined by the splitting company's board of directors or a representative director delegated by the board, such matters shall in principle devolve to the newly established company if they relate to the Subject Business Division, and to the surviving company if they relate to divisions other than the Subject Business Division.

(8) Except for matters devolving under Item (7) above, obligations relating to the splitting company's business that arise or become fixed after the split date due to acts or facts occurring before the split date, or obligations that had already arisen or become fixed before the split date but, due to a failure to recognize them or other circumstances, were not reflected in the split plan (including contingent obligations under public or private law and any other obligations), shall devolve to the newly established company if the underlying act or fact relates to the Subject Business Division, and to the surviving company if it relates to divisions other than the Subject Business Division. Where it is difficult to determine which business division such matters relate to, they shall devolve to the newly established company and the surviving company in proportion to the net asset value divided between them as a result of the Split (if a liability-sharing ratio between the Subject Business Division and other divisions can be calculated based on the nature of the obligation, that ratio shall apply).

(9) Except for matters devolving under Item (7) above, the foregoing Item shall apply mutatis mutandis to the devolution of receivables or other rights relating to the splitting company's business that are acquired after the split date due to acts or facts occurring before the split date, or that had already been acquired before the split date but, due to a failure to recognize them or other circumstances, were not reflected in the split plan (including contingent receivables under public or private law and any other receivables). In addition, where a public-law or private-law right devolves to the surviving company or the newly established company in a manner inconsistent with this Item, the company that comes to hold such right shall transfer the right it holds to the counterparty company that should properly hold that right under this Item.

(10) Contracts to which the splitting company is a party before the split date shall devolve to the newly established company if they relate to the Subject Business Division, and to the surviving company if they relate to divisions other than the Subject Business Division; provided that, where such a contract directly relates to a specific asset (including shares), it shall follow the devolution of that specific asset.

(11) As a general rule, the method for determining the assets, liabilities and capital of the newly established company shall be to allocate matters relating to the splitting company's Subject Business Division to the newly established company, and matters not belonging to the Subject Business Division to the surviving company; the assets, liabilities and capital amounts of the surviving company and the newly established company shall be determined by comprehensively considering factors such as those enabling the surviving company and the newly established company to satisfy the re-listing and change-of-listing requirements under the KOSPI Market Listing Regulations, factors enabling the Split to qualify as a tax-qualified split under tax law, the future operating and investment plans of the surviving company and the newly established company, and requirements under relevant laws applicable to each company.

2. Purpose of the split (1) Through the Split, the surviving company and the newly established company aim to clarify each company's identity and enhance specialization. The surviving company will nurture and manage affiliates within its core business groups such as techfin, content and mobility, and focus on optimizing the group's business portfolio. The newly established company will concentrate its capabilities and resources on core business divisions such as AI, advertising and commerce, centered on the KakaoTalk-based platform business. (2) Through the Split, both companies aim to enhance management transparency and promote efficient allocation of resources. In addition, by securing independence between businesses to diversify management risk and to establish a basis on which the value of each business division can be clearly evaluated, the companies aim to resolve the structural undervaluation currently caused by the complex portfolio structure and to maximize corporate value and shareholder value.

3. Material impact and effects of the split (1) Based on its strategic M&A capabilities, the surviving company will maximize the value of each business through active investment in core business groups such as techfin, content and mobility, and will identify and nurture new core business groups. The newly established company will lead the market for AI services aimed at the general public by combining AI technology with its platform competitiveness based on Talk Biz, and will secure future growth momentum. (2) As a result of the Split, both companies will establish swift and specialized decision-making systems suited to each company's characteristics, thereby strengthening their ability to respond to a rapidly changing market environment and enhancing management efficiency.

4. Split ratio Calculated, based on the statement of financial position as of June 30, 2026, by dividing "the book value of net assets of the newly established company" by "the sum of the book value of net assets before the split and the book value of treasury shares before the split." [Split ratio] Surviving company: 0.6351463 Newly established company: 0.3648537 Basis for calculating the split ratio: [Net assets of the newly established company (KRW 2,914,973,933,225) / ] = 0.3648537 (as stated in the filing)

5. Business and property to be transferred by the split (1) Pursuant to the split plan, the splitting company will transfer to the newly established company all positive and negative property belonging to the Subject Business Division and other rights and obligations, including public-law and private-law rights and obligations, and factual relationships of economic value (including all permits and licenses, employment relationships, contractual relationships, litigation, etc.; the "Property to Be Transferred"). However, among the rights or obligations belonging to the Subject Business Division, any that are legally or by nature prohibited from being transferred by the split (including cases where government approval, permits or notification acceptance required for transfer by the split cannot be obtained) shall be deemed to remain with the surviving company, and if a subsequent transfer to the newly established company becomes necessary, it shall be handled by agreement between the surviving company and the newly established company. Upon incorporation of the newly established company, the surviving company will provide necessary cooperation, including entering into relevant contracts, so that the newly established company can conduct business in the same manner as the Subject Business Division conducted its business before the split. (2) The Property to Be Transferred as a result of the split shall, in principle, be as stated in [Attachment 1] Statement of Financial Position for the Split and [Attachment 2] List of Property to Be Succeeded To in the split plan, prepared based on the statement of financial position as of June 30, 2026, provided that increases and decreases in property occurring before the split date shall be added to or subtracted from the Statement of Financial Position for the Split and the List of Property to Be Succeeded To in the split plan. (3) The final value of each item of the Property to Be Transferred under the preceding Item may change as the Property to Be Transferred is finalized. (4) If, before the split date, changes occur in the assets and liabilities of the Subject Business Division due to its business or financial activities, implementation of plans, changes in relevant laws or accounting standards, or if assets or liabilities omitted from or incorrectly stated in the List of Property to Be Succeeded To are discovered, or if the value of assets or liabilities otherwise changes, such matters may be corrected or added. Changes resulting therefrom shall be added to or subtracted from [Attachment 1] Statement of Financial Position for the Split and [Attachment 2] List of Property to Be Succeeded To in the split plan. (5) Among the real estate held by the splitting company before the split, real estate devolving to the newly established company shall be listed in [Attachment 5] List of Real Estate to Be Succeeded To of the split plan; among lawsuits to which the splitting company is a party before the split, lawsuits devolving to the newly established company shall be listed in [Attachment 6] List of Lawsuits to Be Succeeded To; and among investment securities held by the splitting company before the split, investment securities devolving to the newly established company shall be listed in [Attachment 7] List of Investment Securities to Be Succeeded To; provided that if real estate, lawsuits or investment securities omitted from or incorrectly stated in the above lists are discovered, they shall devolve to the newly established company if related to the Subject Business Division, and to the surviving company if related to divisions other than the Subject Business Division. (6) All intellectual property rights (whether registered or not), including patents, utility models, designs, copyrights and trade secrets, held by the splitting company domestically or abroad before the split date (including the rights and obligations relating to such intellectual property and the right to apply for patents, utility models and designs, but excluding trademarks, which are separately provided for below), shall devolve to the newly established company if related to the Subject Business Division, and to the surviving company if related to divisions other than the Subject Business Division. However, trademarks (including service marks, whether registered or not) held by the splitting company domestically or abroad before the split date shall, except for those exclusively used by the Subject Business Division, be co-owned by the surviving company and the newly established company in equal shares. In particular, intellectual property rights devolving to the newly established company shall be listed in [Attachment 8] List of Intellectual Property Rights to Be Succeeded To of the split plan; if intellectual property rights omitted from or incorrectly stated in the above list are discovered, they shall devolve to the newly established company if related to the Subject Business Division, and to the surviving company if related to divisions other than the Subject Business Division. (7) Mortgages, pledges and other security interests created to secure contractual relationships (including contractual relationships arising in connection with the Property to Be Transferred) arising from the Subject Business Division and the rights and obligations thereunder shall devolve to the newly established company. (8) The newly established company shall succeed to the employment and related legal relationships (including severance pay, loans, collective bargaining agreements entered into with labor unions, and other labor-management agreements) of all employees working in the Subject Business Division as of the split date.

6. Surviving company after the split Company name: Kakao X Corp. (provisional name) (KakaoX Corp.) (provisional name) Post-split financials (KRW): Total assets 6,131,446,834,287; Total liabilities 1,070,348,768,273; Total equity 5,061,098,066,014; Capital stock 28,205,073,700 As of June 30, 2026, continuing business division's revenue for the most recent fiscal year (KRW): 202,011,567,138 Principal business: Investment business Whether listing is to be maintained after the split: Yes

7. Newly established company Company name: Kakao AI Corp. (provisional name) (KakaoAI Corp.) (provisional name) Financials at incorporation (KRW): Total assets 5,931,750,202,958; Total liabilities 3,016,776,269,733; Total equity 2,914,973,933,225; Capital stock 16,143,033,300 As of June 30, 2026, new business division's revenue for the most recent fiscal year (KRW): 2,646,119,749,696 Principal business: KakaoTalk-based platform business Whether an application for re-listing will be filed: Yes

8. Capital reduction matters Capital reduction ratio (%): 36.48537 Old share certificate submission period: Start date -; End date - Scheduled trading suspension period: Start date December 30, 2026; End date January 26, 2027 New share allotment terms: (1) Eligible allottees: Shareholders recorded in the register of shareholders as of the record date for allotment of new shares from the split. (2) Allotment ratio: Common shares of the newly established company shall be allotted per share of the splitting company at the following ratio, Common shares: 0.3648537 shares. [Basis for calculating the allotment ratio]: Calculated as (a) x (b): (a) Split ratio 0.3648537; (b) Per-share value ratio KRW 100 (par value per share before the split) / KRW 100 (par value per share of the newly established company) = 1 Whether allotment is proportional to shareholders' shareholdings, and reason: Shares of the newly established company of the same class and content shall be allotted in proportion to the number of shares held by shareholders of the splitting company (including depositary institutions) as of the record date for allotment of new shares from the split, according to the allotment ratio. However, pursuant to Article 530-13 of the Commercial Act, Article 165-4, Paragraph 1, Item 4 of the Financial Investment Services and Capital Markets Act, and Article 176-6, Paragraph 3 of its Enforcement Decree, no shares of the newly established company shall be allotted in respect of treasury shares held by the splitting company as of the record date for allotment of new shares from the split. Fractional shares of less than one share arising from the allotment of new shares of the newly established company shall be paid in cash, converted at the closing price on the first day of trading of the newly established company's re-listed shares, and such fractional shares shall be acquired by the newly established company as treasury shares. Record date for new share allotment: December 31, 2026 Scheduled date for delivery of new share certificates: - Scheduled listing date of new shares: January 27, 2027

9. Split schedule Board resolution date: August 21, 2026 Independent (outside) directors* in attendance: Present 4; Absent 0 Statutory auditor (audit committee member who is not an independent (outside)* director) in attendance: - Record date for determining shareholders: November 23, 2026 Shareholder register closure period: Start date -; End date - Period for receiving notices of objection to the split: Start date -; End date - Scheduled date of general shareholders' meeting: December 17, 2026 Appraisal rights exercise period: Start date -; End date - Creditor objection period: Start date -; End date - Split date: January 1, 2027 Date of general meeting to report completion: January 4, 2027 Scheduled date of split registration: January 4, 2027

10. Matters concerning appraisal rights Exercise requirements: -; Expected purchase price: -; Exercise procedure, method, period, place: -; Expected payment timing and method: -; Matters relating to restrictions on appraisal rights: -; Effect on the contract: -

11. Whether a put option or similar contract has been entered into: No Contract details: -

12. Whether subject to filing of a securities registration statement: Yes If exempted from filing, the reason: -

* For listed companies, "independent director"; for unlisted companies, "outside director," applies. Note 1) Due to the implementation of the electronic securities system, "old share certificate submission period" under "8. Capital Reduction Matters" above is not applicable. Note 2) The above schedule may change depending on relevant laws, circumstances of the splitting company, and consultation with relevant authorities. Note 3) The Company's audit committee consists entirely of independent directors.

13. Future plans for corporate restructuring Pursuant to the board resolution dated August 21, 2026, the splitting company is pursuing a small-scale merger in which Kakao X Corp. (provisional name), the surviving company after the Split, will be the surviving entity, after changing its trade name to Kakao X Investment Corp. (provisional name) as the surviving company of the physical split described below and absorbing Kakao Investment Corp., which is to merge with IVG Co., Ltd., with Kakao Investment Corp. as the merger-dissolving entity. The above merger is scheduled to take place after both the physical split of Kakao Investment Corp. described below and its merger with IVG Co., Ltd. are completed, and the merger date is scheduled for January 1, 2027. Separately, pursuant to a board resolution dated August 21, 2026, Kakao Investment Corp. is pursuing a simple physical split in which it will spin off its investment business division to establish a newly incorporated company, Kakao Investment Corp. (provisional name), while changing the surviving company's trade name to Kakao X Investment Corp. (provisional name); the split date for this is scheduled for December 18, 2026. In addition, after the physical split, the surviving company, Kakao X Investment Corp. (provisional name), is scheduled to absorb IVG Co., Ltd. in a merger with a merger date of December 22, 2026. Furthermore, the surviving company, Kakao X, plans to transfer the shares of Kakao Enterprise Corp. and KDCP Corp. that it will hold after the pro-rata spin-off to the newly established company, Kakao AI, before the end of the fiscal year in which the registration date of the pro-rata split falls.

14. In the case of a physical split, review of the physical split: Not applicable, as this is a simple pro-rata spin-off.

15. In the case of a physical split, shareholder protection measures: Not applicable, as this is a simple pro-rata spin-off.

16. Other material matters relevant to investment decisions (1) Amendment and modification of the split plan The split plan may be partially amended or modified by the board of directors or the representative director before the general shareholders' meeting called to approve the split plan, due to operational or financial changes in the Subject Business Division, implementation of plans, the splitting company's plans and circumstances, consultations with relevant authorities, or relevant laws, and may also be changed in the course of approval at the general shareholders' meeting. In addition, even after the split plan is approved at the extraordinary general shareholders' meeting scheduled to be held on December 17, 2026, it may, until the day before the split registration date, be amended or modified, without additional shareholder approval, by board resolution of the splitting company or, depending on the matter, at the discretion of the representative director, subject to public notice or disclosure as required by relevant laws, with respect to the following matters (not limited thereto), where: (i) changes occur in the assets and liabilities of the Subject Business Division, or assets or liabilities omitted from or incorrectly stated in the List of Property to Be Succeeded To are discovered; (ii) the amendment or modification is reasonably necessary and does not disadvantage shareholders of the surviving company or the newly established company; (iii) the amendment or modification is within a scope that does not impair the homogeneity of the split; or (iv) the split plan itself anticipates that such a change may be made: (1) Trade names, head office addresses and public notice methods of the surviving company and the newly established company (2) The split schedule (3) The split ratio (4) The amount of capital and reserves to be reduced by the splitting company (5) Property to remain with or be transferred as a result of the split, and its value (property remaining with the surviving company or transferred to the newly established company, and its value) (6) The financial structure before and after the split (7) The total number of shares to be issued by the newly established company at the time of the split (8) Matters concerning the directors and audit committee members of the newly established company and the remuneration limit for the first fiscal year (9) The articles of incorporation of the surviving company and the newly established company (10) Matters stated in each attachment (including the list of property to be succeeded to) (2) With respect to matters not specified in the split plan but necessary in connection with the Split, such matters shall be amended or modified by resolution of the splitting company's board of directors, or decided and executed by the representative director under delegation from the board depending on the matter, to the extent not contrary to the purpose of the split plan. (3) The general meeting to report completion of the split and the inaugural general meeting may be replaced by a board resolution and public notice. (4) Matters requiring handover between the companies Matters requiring handover between the surviving company and the newly established company in connection with implementation of the split plan (including various materials and factual information relating to the Subject Business Division, such as documents and data) shall, where necessary, be governed by a separate agreement between the surviving company and the newly established company. (5) Appraisal rights of dissenting shareholders As this Split is a simple pro-rata spin-off under Articles 530-2 through 530-11 of the Commercial Act, and the shares of the newly established company are scheduled to be re-listed on the KOSPI Market, this is not applicable. (6) Creditor protection procedures As the surviving company and the newly established company are jointly and severally liable for the splitting company's pre-split obligations, creditor protection procedures will not be undertaken. (7) Succession of employees, severance pay, collective bargaining agreements, etc. The newly established company will succeed to the employment and related legal relationships (including severance pay, loans, collective bargaining agreements entered into with labor unions, and other labor-management agreements) of all employees working in the Subject Business Division as of the split date. (8) Transfer of personal information The newly established company will receive all personal information relating to the Subject Business Division under the Personal Information Protection Act and other relevant laws as of the split date, and the splitting company will take the procedures required under relevant laws, including notification regarding the transfer of personal information resulting from the Split, within the statutory deadlines. (9) Listing plan for new shares of the newly established company Pursuant to Article 39, Paragraph 1 of the KOSPI Market Listing Regulations, the splitting company will submit a preliminary re-listing review application to the Exchange, and if the preliminary review is passed, the newly established company will, after the Split, apply for re-listing on the KOSPI Market pursuant to Article 41, Paragraph 1 of the KOSPI Market Listing Regulations. The Korea Exchange will conduct its review pursuant to the KOSPI Market Listing Regulations, and re-listing will be permitted if the requirements are satisfied. Scheduled re-listing date: January 27, 2027 (may change depending on the splitting company's circumstances, relevant laws, and consultations with relevant authorities.) (10) Matters concerning convertible bonds If, after the board resolution date for approval of the split plan and before the split date, the splitting company's total number of issued shares, capital stock and capital reserves change due to the exercise of conversion rights of the splitting company's 14th unregistered, unsecured, privately placed convertible bonds, the total number of issued shares, capital stock and reserve amounts of the surviving company and the newly established company under the split plan shall be automatically adjusted to reflect the changes as of the split date. For shares converted into the splitting company's common shares through exercise of conversion rights before the split date, new shares of the newly established company shall be allotted according to the allotment ratio set out in the split plan. The 14th unregistered, unsecured, privately placed convertible bonds that remain unconverted and in effect as of the split date shall devolve entirely to the newly established company, and the conversion price of such convertible bonds shall not be adjusted by reason of the Split. (11) Matters concerning stock options As of August 21, 2026, the date of preparation of the split plan, unexercised stock options granted by the splitting company to a total of 3,438 executives and employees (including executives and employees of affiliated companies) pursuant to resolutions of the general shareholders' meeting or the board of directors total 4,214,221, and the number of shares of the splitting company obtainable upon exercise thereof totals 4,214,221 shares. Among the above stock options, those validly remaining as of the split date shall be succeeded to by the surviving company and the newly established company, respectively, in proportion to the consolidation ratio of the surviving company's shares and the allotment ratio of the newly established company's shares. The stock options succeeded to by each company shall be adjusted so as to maintain a value equivalent to the pre-split stock options, provided that the exercise price shall remain the same as the pre-split exercise price, and any fractional share of less than one share arising in calculating the number of shares subject to exercise shall be rounded down. The period of service, exercise period, etc. relating to the exercise of stock options granted by the splitting company before the split shall be aggregated across the periods before and after the split regardless of the company to which the holder belongs after the split, and shall not be applied disadvantageously to a stock option holder by reason of a change in affiliation resulting from the split. (12) Disposal of treasury shares for RSU payment In connection with restricted stock units ("RSUs") granted to executives and employees in April 2026, the splitting company plans to pay RSUs by delivering up to 370,771 treasury shares held by the splitting company before the split date to the eligible executives and employees, and will carry out the necessary treasury share disposal procedures in accordance with relevant laws and internal procedures. The specific recipients, number of shares to be disposed of, timing of disposal and other matters will be determined later through board resolutions and other necessary procedures required under relevant laws. If the number of treasury shares held by the splitting company and the book value of treasury shares change as a result of the above disposal of treasury shares, the split ratio, the consolidation ratio of the surviving company's shares, the allotment ratio of the newly established company's shares, the total number of issued shares and capital stock of the surviving company and the newly established company, and other related matters under the split plan may change to reflect such change. (13) Cooperation with Kakao Bank and compliance with regulatory requirements The surviving company and the newly established company plan to maintain and develop their cooperative relationship with Kakao Bank Corp. ("Kakao Bank") even after the Split, and to comply with all applicable regulatory requirements, including requirements for shareholders holding in excess of the ownership limit, under the Act on Special Cases Concerning Establishment and Operation of Internet-Only Banks and other relevant laws. In connection with this, the splitting company plans to enter into a memorandum of understanding with Kakao Bank setting out the direction of cooperation after the Split and matters of mutual cooperation for compliance with regulatory requirements. The status and rights and obligations under the above memorandum of understanding shall devolve to the newly established company if related to the Subject Business Division, and to the surviving company if related to divisions other than the Subject Business Division. Specific cooperation tasks and implementation plans will be specified through future consultations between the splitting company (or the surviving company and the newly established company) and Kakao Bank.

Related disclosure: Material event report (decision on company merger), filed August 21, 2026.