Merger decision (subsidiary)

What happened

Report on a material management matter of the subsidiary Air Busan Co., Ltd.: merger decision

1. Merger method: Jin Air Co., Ltd. will absorb-merge Air Busan Co., Ltd. and Air Seoul Co., Ltd. - Surviving company: Jin Air Co., Ltd. - Dissolving companies: Air Busan Co., Ltd., Air Seoul Co., Ltd. * Trade name of the surviving company after the merger: Jin Air Co., Ltd.

2. Purpose of the merger: The merging companies intend to pursue this merger to create synergies through the integration of management resources, strengthen business competitiveness, and improve management efficiency. They also intend to realize sustained growth of the surviving company after the merger and maximize shareholder value through improved corporate governance.

3. Merger ratio: 0.2862684

4. Basis for calculating the merger ratio: Among the merging companies, Jin Air Co., Ltd. and Air Busan Co., Ltd. are companies listed on the KOSPI market, and their merger values were calculated under Article 165-4 of the Financial Investment Services and Capital Markets Act ("Capital Markets Act") and Article 176-5, Paragraph 1, Items 1 and 2(a) of its Enforcement Decree. Air Seoul Co., Ltd., among the merging companies, is an unlisted company; its merger value was determined, pursuant to Article 165-4 of the Capital Markets Act and Article 176-5, Paragraph 1, Item 2(b) of its Enforcement Decree, as the weighted arithmetic average of asset value and earnings value based on an external valuation institution's assessment, and the merger ratio was calculated on that basis.

A. Merger value of the surviving company Jin Air Co., Ltd.'s registered common shares: The market-price-based value of the common shares of Jin Air Co., Ltd., a KOSPI-listed company, was calculated under Article 176-5, Paragraph 1, Items 1 and 2(a) of the Enforcement Decree of the Capital Markets Act as the arithmetic average of (i) the volume-weighted average closing price over the most recent 1 month, (ii) the volume-weighted average closing price over the most recent 1 week, and (iii) the most recent closing price, using as the base date the business day (August 20, 2026) immediately preceding the earlier of the board resolution date for the merger (August 21, 2026) and the merger agreement execution date (August 21, 2026). No premium or discount was applied to the above arithmetic average value in calculating the merger value. - 1-month weighted average closing price (July 21, 2026 - August 20, 2026): KRW 5,179 - 1-week weighted average closing price (August 14, 2026 - August 20, 2026): KRW 5,149 - Most recent closing price (August 20, 2026): KRW 5,140 - Jin Air Co., Ltd. merger value: KRW 5,156

B. Merger value of the dissolving company Air Busan Co., Ltd.'s registered common shares: The market-price-based value of the common shares of Air Busan Co., Ltd., a KOSPI-listed company, was calculated under Article 176-5, Paragraph 1, Item 1 of the Enforcement Decree of the Capital Markets Act as the arithmetic average of (i) the volume-weighted average closing price over the most recent 1 month, (ii) the volume-weighted average closing price over the most recent 1 week, and (iii) the most recent closing price, using as the base date the business day (August 20, 2026) immediately preceding the earlier of the board resolution date for the merger (August 21, 2026) and the merger agreement execution date (August 21, 2026). No premium or discount was applied to the above arithmetic average value in calculating the merger value. - 1-month weighted average closing price (July 21, 2026 - August 20, 2026): KRW 1,498 - 1-week weighted average closing price (August 14, 2026 - August 20, 2026): KRW 1,467 - Most recent closing price (August 20, 2026): KRW 1,462 - Air Busan Co., Ltd. merger value: KRW 1,476

C. Merger value of the dissolving company Air Seoul Co., Ltd.'s registered common shares: As Air Seoul Co., Ltd. is an unlisted company, its merger value was calculated under Article 176-5, Paragraph 1, Item 2(b) of the Enforcement Decree of the Capital Markets Act, Article 5-13 of the Regulation on Issuance and Disclosure of Securities, and Article 4 of its Enforcement Rules, as the value obtained by weighting asset value and earnings value in a ratio of 1 to 1.5 and taking the arithmetic average (the "intrinsic value"); relative value was analyzed for comparison purposes but was not calculated because fewer than 3 comparable companies existed. - Intrinsic value [(A x 1 + B x 1.5) / 2.5]: KRW 3,868 A. Asset value: KRW 6,415 B. Earnings value: KRW 2,169 - Relative value: Not applicable - Air Seoul Co., Ltd. merger value: KRW 3,868 For details on the calculation of Air Seoul Co., Ltd.'s merger value, please refer to the opinion of the external valuation institution attached to Air Busan Co., Ltd.'s material event report (merger decision).

Accordingly, the merger ratios were determined as Jin Air Co., Ltd. : Air Busan Co., Ltd. = 1 : 0.2862684, and Jin Air Co., Ltd. : Air Seoul Co., Ltd. = 1 : 0.7501939. - Corporate value: Surviving company KRW 269,143,200,000; dissolving companies KRW 259,560,601,072

5. Type and number of merger-issued new shares (shares): Common shares 50,324,853; class shares -

6. Merger counterparty Company name: Jin Air Co., Ltd. (JIN AIR CO., LTD.) Main business: Air passenger transportation Relationship with the Company: Affiliate Financial details for the most recent fiscal year (KRW million): Total assets 1,174,174; Capital 52,200; Total liabilities 949,738; Revenue 1,381,081; Total equity 224,436; Net income -9,755

7. Newly incorporated merger company Company name: - Financial details at incorporation (KRW million): Total assets -; Total liabilities -; Total equity -; Capital - Current new business segment's revenue for the most recent fiscal year (KRW million): - Main business: -

8. Merger schedule Expected date of general shareholders' meeting: 2026-12-07 Period for submitting old share certificates: start date -; end date - Creditor objection period: start date 2026-12-07; end date 2027-01-08 Merger date: 2027-03-16 Expected merger registration date: 2027-03-17 Expected date of delivery of new share certificates: -

9. Matters concerning appraisal rights (1) Exercise requirements: Under Article 522-3 of the Commercial Act and Article 165-5 of the Capital Markets Act, a shareholder registered on the shareholder register as of the shareholder record date who opposes the board resolution on the merger and notifies the relevant company in writing of its opposition by the day before the general shareholders' meeting resolution date may, within 20 days from the date of the shareholders' meeting resolution, submit a written request specifying the type and number of shares and request the company to purchase the shares; a request to purchase only part of the shares held is also possible. However, under Article 165-5, Paragraph 1 of the Capital Markets Act and Article 176-7, Paragraph 2 of its Enforcement Decree, appraisal rights are granted only to a shareholder who (i) can prove the shares were acquired before the board resolution on this merger was disclosed, or (ii) can prove that, although acquired after the board resolution was disclosed, by the next business day after the disclosure date there was (a) execution of a sale and purchase contract for the shares, (b) termination of a loan-for-use contract for the shares, or (c) another legal act concerning acquisition of the shares -- and only if that shareholder continuously holds the shares until exercising the appraisal right; appraisal rights are forfeited for shares sold and reacquired within that period, and once appraisal rights are exercised, the request cannot be cancelled or withdrawn without the company's consent. In addition, a shareholder who gave prior written notice of opposition to the board resolution on this merger but then voted in favor of the merger at the general shareholders' meeting may not exercise appraisal rights. The merging companies must purchase the relevant shares within 1 month from the end of the appraisal-rights exercise period. The expected purchase price for the exercise of appraisal rights was calculated under Article 176-7, Paragraph 3, Item 1 of the Enforcement Decree of the Capital Markets Act, as the arithmetic average of the volume-weighted average share prices over the most recent 2 months, 1 month, and 1 week from the base date. (2) Expected purchase price: KRW 1,495 (3) Exercise procedure, method, period and place A. Method of expressing opposition: Under Article 522-3 of the Commercial Act and Article 165-5 of the Capital Markets Act, a shareholder registered on the merging company's shareholder register as of the shareholder record date (under Article 165-5, Paragraph 1 of the Capital Markets Act, a shareholder who can prove that a share purchase contract was executed by the date the board resolution on this merger was disclosed, or who can prove that by the next business day after the disclosure date (a) a sale and purchase contract for the shares was executed, (b) a loan-for-use contract for the shares was terminated, or (c) another legal act concerning the shares occurred, and who continuously holds the shares until the date of exercising appraisal rights) must notify the company in writing of its opposition to the board resolution on the merger by the day before the general shareholders' meeting. However, a general shareholder (formerly a "beneficial shareholder") who has deposited share certificates with a securities company (financial investment business entity) must notify that securities company. The notice of opposition must be given by 3 business days before the general shareholders' meeting. The securities company will collect the notices of opposition from general shareholders (formerly "beneficial shareholders") and report them to the depository institution, the Korea Securities Depository, by 2 business days before the shareholders' meeting, and the Korea Securities Depository will, on behalf of the general shareholders (formerly "beneficial shareholders"), notify the relevant company of the opposition 1 business day before the shareholders' meeting. B. Method of requesting purchase: Under Article 522-3 of the Commercial Act and Article 165-5 of the Capital Markets Act, a shareholder who opposes the board resolution on the merger and has notified the company in writing of its opposition before the general shareholders' meeting may, within 20 days from the date of the shareholders' meeting resolution, request the company in writing, specifying the type and number of shares, to purchase all or part of the shares it owns. However, a general shareholder (formerly a "beneficial shareholder") who has deposited share certificates with a securities company (financial investment business entity) may request the company to purchase its shares by completing an appraisal-rights exercise request form for the number of shares held in deposit with that securities company and submitting it to that securities company. A general shareholder (formerly "beneficial shareholder") who requests the purchase of shares from its trading securities company by 2 business days before the end of the appraisal-rights exercise period will have that request filed on its behalf by the depository institution, the Korea Securities Depository. Once appraisal rights are exercised, the request cannot be cancelled or withdrawn without the company's consent. C. Request period: Period for receiving notices of opposition to the merger: November 20, 2026 - December 6, 2026; expected date of the general shareholders' meeting: December 7, 2026; appraisal-rights exercise period: December 7, 2026 - December 28, 2026 D. Place of receipt (1) Jin Air Co., Ltd. (surviving company): Special shareholders (formerly "shareholders of record"): 8th floor, Le West City Building B, 143 Magokjungang-ro, Gangseo-gu, Seoul; general shareholders (formerly "beneficial shareholders"): the relevant trading securities company (2) Air Busan Co., Ltd. (dissolving company): Special shareholders (formerly "shareholders of record"): 6 Yutongdanji 1-ro 57beonga-gil, Gangseo-gu, Busan; general shareholders (formerly "beneficial shareholders"): the relevant trading securities company (3) Air Seoul Co., Ltd. (dissolving company): 446 Je2terminal-daero, Yeongjong-gu, Incheon (4) Expected payment timing and method A. Expected timing of payment of the share purchase price: January 27, 2027 B. Method of payment of the share purchase price: Transfer to the shareholder's registered account (for a general shareholder (formerly "beneficial shareholder") who has deposited shares with a securities company, transfer to that shareholder's own account at the relevant trading securities company) (5) Matters concerning restrictions on appraisal rights: Under Article 522-3 of the Commercial Act, a shareholder who opposes the board resolution on the merger and has notified the company in writing of its opposition before the general shareholders' meeting may request, within 20 days from the date of the shareholders' meeting resolution, in writing specifying the type and number of shares, that the relevant company purchase the shares it owns. However, appraisal rights are forfeited for shares sold and reacquired within that period, and once appraisal rights are exercised, they cannot be cancelled. In addition, a shareholder who gave prior written notice of opposition to the board resolution on the merger but then voted in favor of the merger at the general shareholders' meeting may not exercise appraisal rights. (6) Effect on the contract: If the total share purchase amount for shares as to which appraisal rights are exercised in connection with this merger (calculated based on the expected purchase price presented by each merging company in its material event report for this merger, and judged based on the sum of the share purchase amounts for all merging companies) exceeds KRW 200,000,000,000 as of the expiry of the appraisal-rights exercise period, Jin Air Co., Ltd., Air Busan, and/or Air Seoul may terminate the merger agreement by written notice to the other merging companies.

10. Board resolution date (decision date): 2026-08-21 Outside director attendance: present (persons) 2, absent (persons) 0 Attendance of auditor (audit committee member who is not an outside director): Present

11. Future plans for corporate restructuring: The Hanjin business group to which the merging companies belong is currently pursuing a merger between Korean Air Co., Ltd. and Asiana Airlines Co., Ltd. If the merger between Korean Air Co., Ltd. and Asiana Airlines Co., Ltd. is completed, the shares of Air Busan Co., Ltd. (58.40% of common shares) and Air Seoul Co., Ltd. (100% of common shares) held by Asiana Airlines Co., Ltd. are expected to be comprehensively transferred to Korean Air Co., Ltd. However, regardless of whether the merger between Korean Air Co., Ltd. and Asiana Airlines Co., Ltd. is completed, after completion of this LCC merger, the largest shareholder of the surviving company Jin Air Co., Ltd. will remain Korean Air Co., Ltd., with no change expected. In parallel with the merger of Korean Air Co., Ltd. and Asiana Airlines Co., Ltd. and this three-way LCC merger, the Hanjin Group plans to sequentially review and pursue additional restructuring measures -- including affiliates in support businesses such as ground handling and IT -- to resolve inefficiencies from duplicate operation of similar businesses among group subsidiaries and to create synergies. However, as of the submission date of this material event report, no specific implementation method or schedule has been finalized, and when the board of a relevant company makes a resolution on specific future matters, the company bearing the disclosure obligation will make disclosures in accordance with relevant laws and disclosure regulations. Meanwhile, as Asiana Airlines Co., Ltd. became a sub-subsidiary of the holding company Hanjin Kal Co., Ltd. on December 12, 2024, Asiana Airlines Co., Ltd. and its subsidiaries Air Busan Co., Ltd. and Air Seoul Co., Ltd. became subject to the holding-company conduct restrictions under the Fair Trade Act. The Fair Trade Act imposes strict requirements on subsidiaries and sub-subsidiaries within a holding-company structure when they hold shares of domestic affiliates. Accordingly, Hanjin Kal Co., Ltd. and its subsidiary Korean Air Co., Ltd. must comply with the conduct-restriction requirements for general holding companies etc. under Article 18 of the Fair Trade Act. Asiana Airlines Co., Ltd., a sub-subsidiary of the holding company Hanjin Kal Co., Ltd., holds approximately 58.40% of the common shares of Air Busan Co., Ltd. This is contrary to the conduct restriction under the Fair Trade Act that a holding company's sub-subsidiary may not hold shares of a domestic affiliate except where it owns the entire issued shares of that domestic affiliate. Article 18, Paragraph 4, Item 1 and Paragraph 5, Item 1 of the Fair Trade Act provide a grace period allowing a general holding company's sub-subsidiary to continue holding shares of a domestic affiliate for 2 years from the date it became a sub-subsidiary. In this case, the starting date is December 12, 2024, when Korean Air Co., Ltd. acquired a 63.88% stake in Asiana Airlines Co., Ltd. and became its controlling shareholder, so Asiana Airlines Co., Ltd. must resolve the above conduct-restriction requirement by December 11, 2026, when that grace period expires. However, if grounds recognized under Article 18, Paragraph 6 of the Fair Trade Act are found, the grace period may be extended by 2 years with the approval of the Fair Trade Commission. Korean Air Co., Ltd. and Asiana Airlines Co., Ltd. are reviewing an application for approval to extend the grace period under Article 18, Paragraph 6 of the Fair Trade Act in order to resolve the violation of the holding company's sub-subsidiary conduct restriction by Asiana Airlines Co., Ltd., a sub-subsidiary of Hanjin Kal Co., Ltd. In addition, in case the grace-period extension is not approved or approval is not confirmed before the grace period expires, Korean Air Co., Ltd. is also reviewing measures to resolve the conduct restriction, including a plan to acquire the relevant Air Busan Co., Ltd. shares from Asiana Airlines Co., Ltd. The above application for grace-period extension approval and the share acquisition, among other measures, are being reviewed as part of efforts to resolve the regulatory risk arising from the possible violation of the holding company's sub-subsidiary conduct restriction under the Fair Trade Act, and thereby to resolve negative impacts -- such as reputational damage to the merging companies and the economic and legal burden of sanctions that could arise from a regulatory violation -- in order to enhance the merging companies' corporate value. However, as of the submission date of this disclosure document, specific implementation plans -- including whether the grace-period extension application will be approved and whether Korean Air Co., Ltd. will acquire the Air Busan Co., Ltd. shares -- have not been finalized, and will be determined based on future discussions with the Fair Trade Commission, external valuation results, tax and accounting review, relevant permit/filing procedures, and internal procedures such as board approval. When specific details of the plan to resolve the conduct restriction are finalized, the company bearing the disclosure obligation will inform shareholders and the market through disclosure in accordance with relevant laws and disclosure regulations; please take note of this.

12. Other material matters relevant to investment decisions A. Additional information on "5. Type and number of merger-issued new shares" above: Air Busan Co., Ltd.: 46,620,771 common shares; Air Seoul Co., Ltd.: 3,704,082 common shares; total: 50,324,853 common shares B. Additional information on "6. Merger counterparty" above Company name: Air Seoul Co., Ltd. Main business: Air passenger transportation Relationship with the Company: Affiliate Financial details for the most recent fiscal year (KRW): Total assets 302,301,944,076; Total liabilities 270,627,064,579; Total equity 31,674,879,497; Capital 24,687,500,000; Revenue 289,775,485,394; Net income -7,774,715,946; Whether externally audited (institution name): Samjong Accounting Corporation; Audit opinion: Unqualified C. Under Articles 522 and 434 of the Commercial Act, the resolution to approve the merger at the general shareholders' meeting is a special resolution matter. Accordingly, if the extraordinary general shareholders' meeting convened to approve this merger fails to obtain the approval of at least two-thirds of the voting rights of shareholders present and at least one-third of the total issued shares, the merger may fail to proceed. D. This merger follows the method in which the surviving company issues new shares to the shareholders of the dissolving companies; other than payment for fractional shares, no merger consideration or other cash will be paid to the shareholders of the dissolving companies as a result of this merger. E. "5. Type and number of merger-issued new shares (shares)" above may change depending on the results of the exercise of appraisal rights by the shareholders of Air Busan Co., Ltd. and Air Seoul Co., Ltd. and the handling of fractional shares. F. The financial details for the most recent fiscal year stated in "6. Merger counterparty" above and in Item B of this section are based on the financial statements of Jin Air Co., Ltd. and Air Seoul Co., Ltd. as of the end of 2025. G. "8. Merger schedule" above is the expected schedule as of the submission date and may change depending on permits/approvals under relevant laws and the process of consultation with and approval by relevant authorities. H. The meeting to report completion of the merger under "8. Merger schedule" above will, pursuant to Article 526, Paragraph 3 of the Commercial Act, be replaced by a board resolution to report completion of the merger and a public announcement. The expected date of the board resolution to report completion of the merger is March 17, 2027. I. Details concerning "9. Matters concerning appraisal rights - (2) Expected purchase price" above are as follows. Article 165-5, Paragraph 3 of the Capital Markets Act provides that the share purchase price is to be determined by agreement between the shareholder and the relevant company. If agreement is not reached, the purchase price is to be the amount calculated under Article 176-7, Paragraph 3 of the Enforcement Decree of the Capital Markets Act, based on the trading price of the relevant shares on the securities market before the board resolution date. However, if the relevant company or the shareholder requesting the purchase also objects to that purchase price, it provides that a court determination of the purchase price may be requested. Accordingly, shareholders who object to the share purchase price may request a court determination of the purchase price; investors should take note of this. The share purchase price calculated under Article 176-7, Paragraph 3 of the Enforcement Decree of the Capital Markets Act is as follows, and Air Busan Co., Ltd. has determined this purchase price as the price it will propose to the relevant shareholders for negotiation. [Method of calculating Air Busan Co., Ltd.'s expected share purchase price] (Article 176-7, Paragraph 3 of the Enforcement Decree of the Capital Markets Act) - Price proposed by the company for negotiation: KRW 1,495 - Basis of calculation: The amount calculated under the purchase-price calculation method of Article 165-5 of the Capital Markets Act and Article 176-7 of its Enforcement Decree - Method of handling if agreement is not reached: The amount will be calculated based on the trading price of the relevant shares on the securities market pursuant to Article 165-5 of the Capital Markets Act and Article 176-7 of its Enforcement Decree, and a shareholder requesting the purchase who objects to that purchase price may request a court determination of the purchase price. (1) Method of calculating the expected share purchase price (base date: August 20, 2026) (a) Most recent 2-month volume-weighted average share price: KRW 1,522 (calculation period: June 22, 2026 - August 20, 2026) (b) Most recent 1-month volume-weighted average share price: KRW 1,498 (calculation period: July 21, 2026 - August 20, 2026) (c) Most recent 1-week volume-weighted average share price: KRW 1,467 (calculation period: August 14, 2026 - August 20, 2026) Reference purchase price [(a)+(b)+(c)/3]: KRW 1,495 (2) Calculation details: Please refer to the material event report (merger decision) disclosed by Air Busan Co., Ltd. for the calculation details. The deadline for Air Busan Co., Ltd. shareholders to exercise appraisal rights is December 28, 2026, and this deadline may change depending on whether the date is designated as a temporary public holiday and accordingly is not a business day. J. Where allotment of merger-issued new shares results in a fractional share of less than 1 share, the shareholder to whom the fractional share would accrue will be paid cash calculated based on the closing price traded on the Korea Exchange on the listing date of the merger-issued new shares, and the fractional share will be acquired as treasury stock by the surviving company Jin Air Co., Ltd. pursuant to Article 341-2, Item 3 of the Commercial Act. K. No merger-issued new shares will be allotted for treasury stock held by Air Busan Co., Ltd., or for treasury stock that Air Busan Co., Ltd. and Air Seoul Co., Ltd. come to hold as a result of the exercise of appraisal rights by their shareholders opposing the merger. L. Jin Air Co., Ltd., the surviving company after the merger, is as of the submission date of this material event report a company listed on the KOSPI market of the Korea Exchange, and will maintain its status as a KOSPI-listed company after the merger. M. Because the resolution of the general shareholders' meetings of the dissolving companies Air Busan Co., Ltd. and Air Seoul Co., Ltd. to approve the merger agreement is a special resolution matter, this merger may fail to proceed if the general shareholders' meeting to approve this merger fails to obtain the approval of at least two-thirds of the voting rights of shareholders present and at least one-third of the total issued shares. N. Jin Air Co., Ltd., as a large company under Article 11 of the Fair Trade Act and Article 18 of its Enforcement Decree, is required to file a prior business combination report for this merger. Accordingly, the merger procedure cannot be completed until acceptance (approval) of the business combination filing is obtained from the Fair Trade Commission. However, as this merger is a merger between affiliated companies, it qualifies as a business combination subject to simplified review under the business combination review standards. Meanwhile, with regard to business combination filings with foreign competition authorities, as Vietnam requires such a filing under its relevant laws, a business combination report will be filed with the Vietnamese competition authority immediately after the board resolution approving execution of this merger agreement. For any other countries where a business combination filing is determined to be necessary, the Company will comply with the relevant measures under that country's laws. O. Under Article 22, Paragraph 1 of the Aviation Business Act, Jin Air Co., Ltd. must obtain the approval of the Minister of Land, Infrastructure and Transport (including acceptance of the merger notification by the head of the relevant regional aviation office to whom the Minister has delegated authority, same hereinafter) for this merger. Accordingly, the merger procedure cannot be completed until approval is obtained from the Minister of Land, Infrastructure and Transport. Jin Air Co., Ltd. plans to submit a merger approval application and its attachments to the Minister of Land, Infrastructure and Transport immediately after the board resolution approving execution of this merger agreement, and plans to obtain approval before filing the securities registration statement for this merger. The Company plans to file an amendment to this material event report once the result of the Minister of Land, Infrastructure and Transport's merger approval is confirmed. However, the schedule for this merger may change depending on the Ministry of Land, Infrastructure and Transport's approval procedure, and this merger may fail to proceed if it does not pass review. P. The conditions precedent and termination conditions of the contract stated in this merger agreement are as follows. Article 13 (Conditions Precedent): Each merging company's obligation to carry out this merger under this Agreement is conditioned on the following matters being satisfied by the merger date, or being waived in writing by the other merging company (for items 2 through 5 only): (1) This Agreement and this merger have been lawfully approved at the general shareholders' meeting of each merging company in accordance with relevant laws and each merging company's articles of incorporation. (2) All material government approvals required to be obtained before the merger date in connection with this merger, including the merger approval under the Aviation Business Act, have been obtained. (3) The representations and warranties made by the other merging company under this Agreement are true and accurate in all material respects as of the date of execution of this Agreement and as of the merger date. (4) The other merging company has performed and complied, in all material respects, with all covenants and obligations under this Agreement. (5) No material adverse change has occurred in the property and business condition of each merging company between the execution of this Agreement and the merger date. (6) No law or order of a government agency that delays or renders illegal the performance of this Agreement has been enacted or enforced since the date of execution of this Agreement. Article 14 (Termination) (1) The merging companies may terminate this Agreement by written agreement at any time before the merger date. (2) If a material change occurs in the assets, liabilities, or management condition of any merging company, or there is an unforeseen material defect, insolvency, or other material change in circumstances related to the merger, the merging companies may by agreement adjust the terms of this Agreement or terminate this Agreement. (3) If the total share purchase amount for shares as to which appraisal rights are exercised in connection with this merger (calculated based on the expected purchase price presented by each merging company in its material event report for this merger, and judged based on the sum of the share purchase amounts for all merging companies) exceeds KRW 200,000,000,000 as of the expiry of the appraisal-rights exercise period, the surviving company, Air Busan, and/or Air Seoul may terminate this Agreement by written notice to the other merging companies. (4) If this Agreement is terminated under paragraphs 1 through 3 of this Article, no merging company terminating the Agreement, nor its shareholders, officers, employees, agents or other representatives, shall bear any liability in connection with this Agreement or the transactions under this Agreement. (5) If the representations and warranties under this Agreement made by one merging company (the "breaching company") are inaccurate or untrue, and a material adverse effect has resulted or is reasonably expected to result therefrom, or if the breaching company materially breaches a covenant or other obligation under this Agreement and fails to cure the breach within 7 days of receiving written notice from the other merging company (the "non-breaching company") demanding a cure (provided that the 7-day cure-notice period applies only where the breach is curable), the non-breaching company may terminate this Agreement by written notice to the breaching company. (6) If a government approval necessary for this merger that has a material effect on a merging company's business or on this merger (including merger approval under the Aviation Business Act) is definitively denied, or if it is determined that the conditions precedent under Article 13 of this Agreement cannot be satisfied, each merging company may terminate this Agreement by written notice to the other merging companies. (7) If this Agreement is terminated, except as otherwise provided in this Agreement, the surviving company and the dissolving companies shall no longer hold any rights or bear any obligations under this Agreement. (8) Notwithstanding termination of this Agreement, provisions intended by their nature to survive (including but not limited to Articles 15, 19 and 20 of this Agreement) and the rights and obligations thereunder shall remain in effect. Q. The "corporate value" under "4. Basis for calculating the merger ratio" above was calculated by multiplying the merger value per share by the total number of issued shares, pursuant to Article 5-13-2 of the Regulation on Issuance and Disclosure of Securities. Air Busan Co., Ltd.: KRW 240,462,351,072; Air Seoul Co., Ltd.: KRW 19,098,250,000; total corporate value of the dissolving companies: KRW 259,560,601,072. R. The expected merger registration date of March 17, 2027 under "8. Merger schedule" above is the expected date of filing the merger registration application. S. Air Busan Co., Ltd. has fulfilled the fiduciary duty of directors under Article 382-3 of the Commercial Act and has faithfully implemented fairness-enhancing measures in accordance with the Ministry of Justice's "Guidelines on Director Conduct Standards in Corporate Restructuring." To prevent conflicts of interest among shareholders and ensure procedural transparency, an audit committee composed of 2 independent directors and 1 other non-executive director with no special interest in this merger was operated as a "special committee." The audit committee heard an overview of the merger and appointed external advisors at its 4th meeting on April 21, 2026, and thereafter held special committee meetings on May 18, July 27, and August 19 (3 meetings in total) to review this merger. The special committee, with the assistance of an independent and qualified legal expert and multiple external financial experts (accounting firms), conducted an in-depth review of the merger structure, transaction terms, procedures, and the appropriateness of the merger ratio calculation. In particular, the special committee had external financial experts attend its meetings to hear detailed explanations of, and conduct Q&A on, the key assumptions and premises of the valuation -- including the intrinsic value of the unlisted company Air Seoul Co., Ltd. -- the valuation model, and the method of calculating the merger ratio. The special committee also closely reviewed, from Air Busan Co., Ltd.'s perspective, the expected synergy effects from the integration of the three LCCs, and, having determined that this merger is consistent with the interests of the Company and all its shareholders and poses no risk of unfair or discriminatory impact on minority shareholders, reported this to the board of directors. The Air Busan Co., Ltd. board of directors, having comprehensively considered the review results of the special committee and the external experts, made a final determination that the purpose and expected effects of this merger are reasonable, the transaction terms are fair, and the merger complies with relevant laws, and accordingly approved execution of the merger agreement. For details of Air Busan Co., Ltd.'s decision-making process regarding this merger, please refer to the board minutes and board opinion statement attached to Air Busan Co., Ltd.'s material event report. T. This disclosure serves as the confirmed disclosure replacing the Korea Exchange's "(unconfirmed) clarification disclosure regarding reports of a merger of Jin Air Co., Ltd.'s three LCCs" dated December 8, 2025, and concludes the Company's response to that unconfirmed disclosure.

Related disclosures: Clarification of rumor or report (unconfirmed), December 8, 2025 Clarification of rumor or report (unconfirmed), June 2, 2026

For more details on this merger, please refer to Jin Air Co., Ltd.'s securities registration statement to be disclosed in the future.

Related disclosures: - Related disclosure regulations: Financial Investment Services and Capital Markets Act

[Matters Concerning the Subsidiary] Subsidiary name: Air Busan Co., Ltd. English name: AIR BUSAN Co., Ltd. Representative: Jeong Byeong-seop Main business: Air transportation business Whether a major subsidiary: Applicable Total assets of the subsidiary (KRW): 1,452,410,539,672 Total consolidated assets of the controlling company (KRW): 12,187,613,804,660 Ratio to the controlling company's total consolidated assets (%): 11.92