Material event report (merger)

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Material Event Report (Merger Decision) 6.2 Kakao Corp.

Material Event Report / Matters Subject to KRX Reporting Obligation To the Financial Services Commission / Korea Exchange August 21, 2026

Company name: Kakao Corp. Representative Director: Chung Shin-a Head office address: 242 Cheomdan-ro (Yeongpyeong-dong), Jeju-si, Jeju Special Self-Governing Province (Phone) 1577-3321, 1577-3754 (Website) https://www.kakaocorp.com Preparer: (Title) CFO (Name) Shin Jong-hwan (Phone) 02-6718-3053

Merger Decision

1. Merger method: Kakao Corp. absorbs its subsidiary Kakao Investment Co., Ltd. - Surviving company: Kakao Corp. - Dissolved company: Kakao Investment Co., Ltd. Note: Before this merger takes effect, Kakao Corp. plans to spin off its KakaoTalk-based platform business via a simple split-off (spin-off with share distribution to existing shareholders), establishing a new company tentatively named "Kakao AI," while the surviving entity after the split-off changes its name to "Kakao X" (tentative); following that split-off, Kakao X will absorb Kakao Investment (which, after a separate split-up, will be renamed "Kakao X Investment," tentative). Separately, before this merger takes effect, Kakao Investment plans to spin off its investment business via a simple split-up to establish a new company tentatively named "Kakao Investment," with the remaining entity renamed "Kakao X Investment" (tentative), which will then absorb IVG Co., Ltd. After that split-up and the IVG merger, the resulting Kakao X Investment will itself be absorbed into Kakao X (the post-split-off surviving entity of Kakao Corp.). - Merger type: Small-scale merger

2. Purpose of merger: Enhancing corporate value by simplifying the governance structure

3. Material effects and implications of the merger 1) Effect on management: Kakao Corp., the surviving company, owns 100% of Kakao Investment, the merged entity, and will absorb it at a merger ratio of 1.0000000:0.0000000, issuing no new shares. There will be no change in Kakao Corp.'s largest shareholder, and Kakao Corp. will remain as the surviving company. 2) Effect on finances and operations: On a consolidated basis, this merger will not have a significant effect on the surviving company's management, finances, or operations, but is expected to improve management efficiency through the merger of a wholly owned subsidiary.

4. Merger ratio: Kakao Corp. (post-split-off surviving entity) : Kakao Investment Co., Ltd. (post-split-up and post-IVG-merger surviving entity) = 1.0000000 : 0.0000000 (no new shares issued)

5. Basis for calculating the merger ratio: Kakao Corp. owns the entire issued shares of Kakao Investment, and the surviving company in this merger will continue to hold the entire issued shares of the merged entity even after the planned split-off of Kakao Corp., the split-up of Kakao Investment, and the IVG merger that precede this merger. Accordingly, this is a no-new-shares merger, and the merger ratio was set at 1.0000000:0.0000000. Corporate value: surviving company -; dissolved company -

6. External valuation Whether obtained: Not applicable Basis and reason: Under the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Capital Markets Act, no external valuation of merger-value appropriateness is required where a company owning the entire issued shares of another company merges with it without issuing new shares; this merger falls within that exception. External valuation institution / period / opinion: -

7. Type and number of merger shares to be issued (shares): Common shares -; Special class shares -

8. Counterparty to the merger Company name: Kakao Investment Co., Ltd. Main business: Management consulting Relationship with the Company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets 2,769,273,683,101; Capital 7,459,640,000; Total liabilities 404,103,529,999; Sales 1,263,184; Total equity 2,365,170,153,102; Net income 20,777,427,041 External audit: Samjong Accounting Corporation; Audit opinion: Unqualified

9. Newly established merged company: Not applicable

10. Merger schedule: Merger agreement date 2026-08-24; Record date for determining shareholders 2026-09-07; Period for receipt of notices of dissent to the merger: 2026-09-07 to 2026-09-21; Creditor objection period: 2026-11-06 to 2026-12-07; Merger date 2027-01-01; Completion-report general meeting date 2027-01-04; Scheduled merger registration date 2027-01-08.

11. Whether this constitutes a backdoor listing: Not applicable 12. Whether the other company meets backdoor listing requirements: Not applicable

13. Matters concerning appraisal rights Exercise requirements: Because this merger proceeds as a small-scale merger under Article 527-3, Paragraph 5 of the Commercial Act, no appraisal rights are granted. Expected purchase price / exercise procedure, method, period, place / expected payment timing and method / restrictions / effect on the contract: Not applicable

14. Board resolution date (decision date): August 21, 2026 Independent (outside) director* attendance: Present 4, Absent 0 Auditor (audit committee member) attendance: -

15. Whether a put option or other contract has been concluded: No 16. Whether subject to securities registration statement filing: No Reason exempted: This merger proceeds without issuing merger shares (a no-new-shares merger), so no offering or sale of securities requiring a securities registration statement occurs in connection with the merger. * Applies to independent directors for listed companies, and outside directors for unlisted companies. Note 1: The Company's audit committee consists entirely of independent directors.

17. Future plans for corporate restructuring: Pursuant to its August 21, 2026 board resolution, Kakao Corp. is pursuing a simple split-off of its KakaoTalk-based platform business to establish a new company tentatively named "Kakao AI," with a planned split-off date of 2027-01-01; the surviving entity's name will change to "Kakao X" following the split-off. Separately, pursuant to its own August 21, 2026 board resolution, Kakao Investment is pursuing a simple split-up of its investment business to establish a new company named "Kakao Investment," with the remaining entity renamed "Kakao X Investment," with a planned split date of 2026-12-18; following that split, Kakao X Investment plans to absorb IVG Co., Ltd. (of which it owns the entire issued shares), with a merger date of 2026-12-22. This merger (the subject of this report) will then proceed with Kakao X (the post-split-off survivor of Kakao Corp.) as the surviving entity and Kakao X Investment (after its split-up and the IVG merger) as the dissolved entity. Kakao X also plans to transfer, before the end of the fiscal year in which the split-off registration occurs, its post-split-off holdings of Kakao Enterprise Corp. and KDCP Co., Ltd. shares to the newly established Kakao AI. See Kakao Corp.'s August 21, 2026 material event report (decision to split the company), Kakao Investment's August 21, 2026 "decision to split the company" disclosure, and its August 21, 2026 "merger decision" disclosure for further details.

18. Other matters material to investment decisions 1) Kakao Corp. owns 100% of Kakao Investment, and this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act; accordingly, Kakao Corp.'s shareholders are not granted appraisal rights, and shareholder-meeting approval is replaced by board resolution. 2) Under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify written dissent within two weeks of the merger's public notice, the merger cannot proceed as a small-scale merger; in that case, the surviving company may, by board resolution, proceed under the general merger procedure of Article 522 of the Commercial Act, and will disclose accordingly. 3) The financial details in "8. Counterparty to the merger" above are based on Kakao Investment's 2025 year-end consolidated financial statements. 4) The schedule in "10. Merger schedule" above is an expected schedule as of the filing date and may change based on required permits, approvals, and consultations with relevant authorities. 5) The completion-report general meeting in "10." will be replaced by a board resolution and public notice on 2027-01-04 under Article 526, Paragraph 3 of the Commercial Act. 6) Kakao Corp. (renamed Kakao X following the split-off and name change) is currently and will remain a KOSPI-listed company after the merger. 7) The scheduled merger registration date of 2027-01-08 in "10." is the scheduled date for filing the merger registration. 8) This merger is premised on completion of Kakao Corp.'s split-off described in "17." above; if that split-off is not completed, the merger agreement may be terminated, and if the split-off schedule changes, the merger date and related schedule may also change.

[Detailed Statement of Material Merger Matters]

1. Overview of the merger (1) Basic matters 1) Counterparty to the merger Surviving company after merger: Kakao Corp.; head office 242 Cheomdan-ro (Yeongpyeong-dong), Jeju-si; representative director Chung Shin-a; listing status KOSPI-listed Dissolved company after merger: Kakao Investment Co., Ltd.; head office B-dong 9F, 166 Pangyoyeok-ro (Kakao Pangyo Agit), Bundang-gu, Seongnam-si, Gyeonggi-do; representative director Kim Do-young; listing status Unlisted

2) Purpose of merger: To enhance corporate value by simplifying governance through Kakao Corp.'s absorption of dissolved company Kakao Investment. 3) Backdoor listing: Not applicable. 4) Material effects on management, finances, operations: As of the filing date, Kakao Corp. owns 100% of Kakao Investment's issued shares. As a no-new-shares merger, this will not materially affect Kakao Corp.'s management, finances, or operations, though improved management efficiency is expected from merging a wholly owned subsidiary. 5) Future restructuring plans: See item "17." above. 6) Overview of the counterparty: See "2. Matters Concerning the Merger Counterparty Company" below. 7) Form of merger ① Method: Kakao Corp. (merging company) absorbs Kakao Investment (merged company); Kakao Corp. survives and Kakao Investment is dissolved. ② Small-scale/simplified merger basis: This is a small-scale merger under Article 527-3 of the Commercial Act (no new shares or treasury shares issued as consideration, and cash paid to the dissolved company's shareholders does not exceed 5% of net assets); the merger will be approved by board resolution. ③ Notable aspects: Although proceeding as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify written dissent within two weeks of the public notice, the merger cannot proceed as a small-scale merger; in that case the surviving company may proceed under the general merger procedure of Article 522, following the required shareholder approval process. As a small-scale merger, Kakao Corp.'s shareholders are not granted appraisal rights.

8) Key merger schedule: Board resolution to decide on the merger 2026.8.21; record-date notice 2026.8.21 (Company website); material event report filing 2026.8.21; merger agreement date 2026.8.24; record date for determining shareholders 2026.9.7; small-scale merger notice 2026.9.7 (Company website); period for receipt of notices of dissent: 2026.9.7 to 2026.9.21; creditor objection notice 2026.11.6 (Company website); creditor objection period: 2026.11.6 to 2026.12.7; merger date 2027.1.1; merger completion-report notice (in lieu of a shareholders' meeting) 2027.1.4; scheduled merger registration date 2027.1.8. Note 1: This merger is premised on completion of Kakao Corp.'s split-off described above; if not completed, the merger agreement may be terminated and the schedule may change. Note 2: The schedule above is an expected schedule as of the filing date and may change based on permits, approvals, and consultation with relevant authorities. Note 3: The "record date for determining shareholders" is the record date for determining Kakao Corp. shareholders entitled to dissent from the small-scale merger. Note 4: The merger completion-report will be replaced by a public notice following board resolution.

9) Securities registration statement: Not applicable; reason exempted: no-new-shares merger.

10) Conditions for the merger's success: See "(3) Investment Risk Factors Relating to the Merger, 1) Risk factors that could make the merger difficult to complete" below.

(2) Merger value and basis for calculation 1) Merger ratio and basis: Kakao Corp. owns 100% of Kakao Investment and proceeds via a no-new-shares merger, so the ratio was set at 1.0000000:0.0000000. 2) External valuation: Not obtained, under the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Capital Markets Act (no external valuation required for a wholly owning company merging with its wholly owned subsidiary without issuing new shares).

(3) Investment risk factors relating to the merger 1) Risk factors that could make the merger difficult to complete, termination clauses of the merger agreement, Article 13: (1) Either party may terminate this agreement at any time before the merger date by written agreement with the other party. (2) If either party's assets, liabilities, or management condition undergoes a material unforeseeable change, defect, insolvency, or other material change relating to the merger, or if a required government approval materially affecting either party's business or this merger is finally denied through no fault of the parties, the parties may by agreement adjust the terms of this agreement or terminate it. (3) If shareholders holding 20% or more of the surviving company's total issued shares notify written dissent to the small-scale merger under Article 527-3, Paragraph 3 of the Commercial Act within two weeks of the relevant notice, the surviving company may terminate this agreement by written notice to the dissolved company, except where the surviving company's board elects under Article 6, Paragraph 1 proviso to proceed as a general merger. (4) If the split plan relating to the preceding spin-off is not approved by the surviving company's shareholders' meeting, or the surviving company withdraws the spin-off, or the spin-off otherwise cannot be completed before the merger registration filing, either party may terminate this agreement by written notice to the other. (5) Upon termination under (1), (4) above, neither party nor its shareholders, officers, employees, agents, or other representatives bear any liability relating to this agreement or the related transaction. (6) If a party's ("breaching party") representations or warranties under this agreement are inaccurate or untrue, causing or reasonably expected to cause a material adverse effect, or if the breaching party materially breaches a covenant or other obligation and fails to cure within 7 days of a written cure demand from the other party ("non-breaching party") (where curable), the non-breaching party may terminate this agreement by written notice. (7) Either party may terminate this agreement by written notice if a precondition under Article 12 is finally determined incapable of being satisfied. (8) Upon termination, except as otherwise provided, the parties no longer hold rights or bear obligations under this agreement. (9) Provisions intended to survive termination (including Articles 13, 17, and 18) and related rights/obligations remain effective.

2) New-share listing or delisting risk: Not applicable, as this is a no-new-shares merger; no delisting risk arises since this is not a backdoor listing. 3) Investment risk factors relevant to any related securities: As this is a small-scale merger of a wholly owned subsidiary, there is no offering or sale of securities in connection with the merger. Kakao Investment's assets, liabilities, and other rights and obligations as of the merger date transfer to Kakao Corp. automatically on that date, without further procedure, and because this will not materially affect finances or operations, related investment risk is limited. 4) Option contracts relating to the merger: Not applicable.

(4) Matters concerning appraisal rights: As this is a small-scale merger under Article 527-3 of the Commercial Act, no appraisal rights are granted, and shareholder-meeting approval is replaced by board approval.

(5) Interests between the parties 1) Relationship between the parties ① As of the filing date, Kakao Corp. owns 100% of Kakao Investment's shares, and Kakao Investment is Kakao Corp.'s wholly owned subsidiary. ② Overlapping officers: Kim Do-young, unregistered executive at Kakao Corp.; in-house director/representative director at Kakao Investment. Kang Ho-jung, unregistered executive at Kakao Corp.; other non-executive director at Kakao Investment. ③ As Kakao Investment is a wholly owned subsidiary of Kakao Corp. as of the filing date, the largest shareholder and related parties of each company are related parties of the other. ④ No other competitive or complementary business relationship.

2) Transactions between the parties ① Equity investment: As of the filing date, Kakao Corp. owns 100% of Kakao Investment. ② Fund transactions / ③ debt guarantees / ④ collateral / ⑤ business transfer transactions / ⑥ business transactions: None. ⑦ Purchase/sale transactions (period 2025.01.01~2025.12.31, unit: KRW million): counterparty Kakao Investment Co., Ltd., sales, etc. 429 (including dividend income of that amount received during the period) and 100,000 other item; purchases, etc. 205 and -. (As stated in the filing.) ⑧ Operating receivables/payables and unpaid amounts (as of 2025.12.31, unit: KRW million): counterparty Kakao Investment Co., Ltd., receivables balance 8; payables balance 199.

3) Transactions with the Company's largest shareholder: None.

(6) Other matters necessary for investor protection 1) Past mergers, etc.: Kakao Investment absorbed K Venture Group Co., Ltd. with a merger date of December 26, 2021. 2) Largest shareholder's equity status: As this is a no-new-shares merger, there is no change in the largest shareholder's equity before or after the merger. 3) Capital changes after the merger: As a no-new-shares merger, there will be no change in Kakao Corp.'s total issued shares or capital after the merger. 4) Management policy and executive composition: No prior agreement, plan, or understanding exists regarding the surviving company's future management policy or executive composition after the merger. 5) Post-merger business plans: The surviving company has no plans to enter, change, or discontinue any business following the merger.

2. Matters Concerning the Merger Counterparty Company (1) Company overview Legal and commercial name: Kakao Investment Co., Ltd. Date of establishment: April 5, 2017 Head office address, phone: B-dong 9F, 166 Pangyoyeok-ro (Kakao Pangyo Agit), Bundang-gu, Seongnam-si, Gyeonggi-do SME status: No Representative: Kim Do-young Main business: Information/communications and software company, including investment in, acquisition of, and merger with other companies

(2) Business description: Kakao Investment engages in investment and management-advisory businesses relating to information/communications and software companies.

(3) Financial matters 1) Summary statement of financial position for the recent 3 years (unit: KRW million) 2023 / 2024 / 2025: Current assets: 51,526 / 98,146 / 134,848 Non-current assets: 1,548,303 / 1,808,767 / 2,634,426 Total assets: 1,599,829 / 1,906,913 / 2,769,274 Current liabilities: 10,246 / 923 / 85,131 Non-current liabilities: 69,185 / 153,077 / 318,973 Total liabilities: 79,431 / 154,000 / 404,104 Capital: 7,460 / 7,460 / 7,460 Capital surplus: 1,248,398 / 11,189 / 11,189 Accumulated other comprehensive income: 156,741 / 392,691 / 822,410 Retained earnings: 107,799 / 1,341,573 / 1,524,111 Total equity: 1,520,398 / 1,752,913 / 2,365,170

2) Summary income statement for the recent 3 years (unit: KRW million) 2023 / 2024 / 2025: Operating revenue: 17 / 2 / 1 Operating expenses: (5,646) / (7,718) / (12,283) Operating loss: (5,629) / (7,716) / (12,282) Other income: 21,354 / 21,159 / 875 Other expenses: (58) / (10,570) / (5,431) Financial income: 45,932 / 60,904 / 85,680 Financial expenses: (21,538) / (23,864) / (39,170) Impairment of investments in subsidiaries/associates: (5,818) / (39,825) / (4,502) Income before income tax: 34,243 / 88 / 25,170 Income tax expense: (6,821) / (3,523) / (4,393) Net income (loss): 27,422 / (3,435) / 20,777

(4) External auditor's opinion 2025: Samjong Accounting Corporation, Unqualified 2024: Samil PwC, Unqualified 2023: Samil PwC, Unqualified

(5) Board and corporate bodies 1) Board composition: As of the filing date, Kakao Investment's board consists of 1 in-house director and 2 other non-executive directors. In-house director (representative director, board chair): Kim Do-young, management oversight, appointed 2025.03.27 Other non-executive director: Lee Dong-sik, management advisory, appointed 2023.03.28 Other non-executive director: Kang Ho-jung, management advisory, appointed 2026.03.26 Auditor: Ahn Tae-yeon, management advisory, appointed 2025.03.27

Key board resolutions (attendance rate 100% for Kim Do-young, Lee Dong-sik, and Jang Jae-mun where listed; Kang Ho-jung joined 2026.03.26): Meeting 1 (2026.01.15): Approval of transaction with major shareholder Kakao Corp. (Kakao trademark license agreement), approved as proposed, all in favor. Meeting 2 (2026.03.12): Approval of FY2025 (2025.1.1~2025.12.31) business report and financial statements; convening and agenda of the annual general shareholders' meeting; extension of maturity/settlement of virtual funds for 2020~2022 performance-fee calculations, all approved as proposed, all in favor. Meeting 3 (2026.05.14), Meeting 4 (2026.05.20), Meeting 5 (2026.05.28), Meeting 6 (2026.06.05): Disposal of shares in another company (Dunamu Inc.), each approved as proposed, all in favor. Meeting 7 (2026.06.18): Approval of transaction with major shareholder Kakao Corp. (amendment to Kakao infrastructure service agreement), approved as proposed, all in favor. Meeting 8 (2026.06.24): Approval of transaction with DK Tech-in Co., Ltd., a 100%-owned subsidiary of the major shareholder (DKT in-house systems usage agreement), approved as proposed, all in favor. ③ Board committees: None.

2) Audit system: As of the filing date, Kakao Investment has 1 auditor, Ahn Tae-yeon, appointed 2025.03.27.

3) Shareholder voting matters: No cumulative voting, written voting, or electronic voting system adopted. No minority shareholder rights exercised during the disclosure period. No contest for management control during the disclosure period.

(6) Shareholders: As of the filing date, Kakao Corp. holds 100% of Kakao Investment.

(7) Executives and employees: As of end-June 2026, Kakao Investment has 16 employees (excluding directors and the auditor).

(8) Affiliates: Kakao Corp. and Kakao Investment are both included within the Kakao corporate group under Article 4 of the Enforcement Decree of the Monopoly Regulation and Fair Trade Act, and the two companies are affiliates. See Kakao Corp.'s periodic reports (business report, semi-annual/quarterly reports) for details.

(9) Other matters necessary for investor protection 1) Material litigation: None 2) Other contingent liabilities: None 3) Sanctions: None

Related disclosure: Material event report (decision to split the company), 2026.08.21