SK ie technology

361610 · KOSPI · Industrials · SMALL CAP

Material event report (merger)

SK ie technology Co., Ltd., a subsidiary 53.35%-owned by SK Innovation Co., Ltd., will be absorbed into SK Innovation Co., Ltd. in a stock-for-stock merger at a ratio of 1 : 0.1174540 effective January 1, 2027; dissenting SK ie technology shareholders may exercise appraisal rights at an indicative price of US$10.58 per share, and a special committee of 4 independent directors advised by Yulchon LLC and Samjong KPMG reviewed the deal's fairness.

M&A(Material event report (merger))· FILED 2026-08-25· RCEPT 20260825000420

What happened

Material Event Report (Company Merger Decision) 6.2 SK ie technology Co., Ltd.

Material Event Report / Exchange Reporting Obligation To: Financial Services Commission / Korea Exchange August 25, 2026 Company name: SK ie technology Co., Ltd. CEO: Lee Sang-min Head office address: 51 Jongno, Jongno-gu, Seoul (Jongno 2-ga, Jongno Tower) Phone: 02-2121-5114 Website: http://www.skietechnology.com Preparer: (Title) Head of Management Support Office, (Name) Jung Jae-sung, (Phone) 02-2121-5114

Decision on Company Merger

1. Merger method SK Innovation Co., Ltd. will absorb-merge SK ie technology Co., Ltd. - Surviving company: SK Innovation Co., Ltd. - Dissolving company: SK ie technology Co., Ltd. * Name of the surviving company after the merger: SK Innovation Co., Ltd. - Merger type: Not applicable

2. Merger purpose The merging companies intend to pursue this merger to secure financial stability, preemptively mitigate business and financial risks, and improve operating efficiency through business restructuring. This is expected to enhance the competitiveness of the separator business.

3. Material effects and impact of the merger (1) Effect on company management: The surviving company is SK Innovation Co., Ltd.; SK ie technology Co., Ltd. will be dissolved after the merger and succeeded by SK Innovation Co., Ltd. As of the report date, the surviving company's largest shareholder is SK Inc. (52.09% of common shares); the dissolving company's largest shareholder is the surviving company (53.35%). After the merger, the surviving company's largest shareholder's stake is expected to become 50.74%, with no change in identity. (2) Effect on company finances: As the dissolving company is already a consolidated subsidiary, the impact on the surviving (controlling) company is expected to be limited from a consolidated standpoint, though in the short term non-controlling-interest reallocation and appraisal-rights cash outflows may amplify negative effects; medium to long term, eliminating duplicate costs and lowering financing costs is expected to improve financial stability and cash generation. (3) Effect on company operations: The separator business will be folded into SK Innovation Co., Ltd., removing the risk that the dissolving company's financial instability disrupts separator supply to SK On Co., Ltd.'s battery production, and combining R&D and product-development capabilities is expected to expand ESS separator sales and strengthen cost competitiveness. (4) Effect on shareholder value: The merger ratio was calculated fairly under the Financial Investment Services and Capital Markets Act ("Capital Markets Act") using the market-price method with no discount or premium. Dissolving-company common shareholders of record as of the allotment record date will receive 0.1174540 shares of the surviving company for each dissolving-company share held (excluding shares held by the surviving company itself and treasury shares arising from appraisal-rights exercise). The surviving company will issue 4,481,300 new shares in total, about 2.6% of its total issued shares, causing some dilution for its existing shareholders, but the merger is expected to benefit both companies' shareholders by securing financial stability and competitiveness.

4. Merger ratio SK Innovation Co., Ltd. : SK ie technology Co., Ltd. = 1 : 0.1174540 Calculated as the arithmetic average of the 1-month, 1-week and latest weighted average closing prices as of the day before the board resolution (August 24, 2026).

5. Basis for calculating the merger ratio As both companies are KOSPI-listed affiliates, the merger value was calculated under Article 176-5(1)(1) of the Enforcement Decree of the Capital Markets Act. (a) SK Innovation Co., Ltd. common stock merger value: 1-month weighted average closing price (July 27, 2026 - August 24, 2026): KRW 118,611; 1-week weighted average closing price (August 18, 2026 - August 24, 2026): KRW 128,874; most recent closing price (August 24, 2026): KRW 130,100; merger value: KRW 125,862. No premium or discount applied. (b) SK ie technology Co., Ltd. common stock merger value: 1-month weighted average closing price (July 27, 2026 - August 24, 2026): KRW 14,364; 1-week weighted average closing price (August 18, 2026 - August 24, 2026): KRW 14,676; most recent closing price (August 24, 2026): KRW 15,310; merger value: KRW 14,783. No premium or discount applied. Resulting merger ratio: 1 : 0.1174540 (SK Innovation Co., Ltd. : SK ie technology Co., Ltd.). Corporate value: Surviving company: KRW 21,277,322,003,256; Dissolving company: KRW 1,209,058,699,300.

6. External appraisal: Not applicable - as this merger between KOSPI-listed affiliates uses the statutory market-reference-price method under Capital Markets Act Article 165-4 and Enforcement Decree Article 176-5(1)(1), an external appraisal institution's valuation is not required.

7. Type and number of merger new shares (shares): Common stock 4,481,300; other classes: none.

8. Merger counterparty Company name: SK Innovation Co., Ltd. (SK Innovation Co., Ltd.) Main business: Petroleum refined-products manufacturing Relationship with the company: Largest shareholder Most recent fiscal-year financial details (KRW): Total assets: 105,608,481,395,693; Capital stock: 876,105,940,000; Total liabilities: 69,216,985,650,354; Revenue: 80,296,054,242,834; Total equity: 36,391,495,745,339; Net income: -5,436,441,430,723 External audit: Auditor: Samjung KPMG; Audit opinion: Unqualified

9. Newly incorporated merger company: Not applicable in all respects (no new company is formed; this is an absorption merger).

10. Merger schedule Merger agreement date: August 26, 2026 Shareholder record date: September 9, 2026 Register-of-shareholders closure period: not applicable Period for receiving notices of objection to the merger: November 9, 2026 - November 23, 2026 Expected shareholders' meeting date: November 24, 2026 Appraisal-rights exercise period: November 24, 2026 - December 14, 2026 Old share-certificate submission period: not applicable Expected trading-suspension period: December 29, 2026 - January 17, 2027 Creditor-objection submission period: November 24, 2026 - December 24, 2026 Merger effective date: January 1, 2027 Closing-report meeting date: January 4, 2027 Expected merger-registration date: January 4, 2027 Expected new share-certificate delivery date: not applicable Expected listing date of new shares: January 18, 2027

11. Backdoor listing: Not applicable 12. Another company's backdoor-listing requirements: Not applicable

13. Appraisal (dissenting shareholder stock purchase) rights Exercise requirements: Under Commercial Act Article 522-3 and Capital Markets Act Article 165-5, a shareholder of record as of the shareholder record date (September 9, 2026) who notifies the company in writing before the shareholders' meeting of opposition to the merger board resolution (notice period: November 9, 2026 - November 23, 2026) may, within 20 days of the shareholders'-meeting resolution (claim period: November 24, 2026 - December 14, 2026), demand in writing that the company purchase all or part of the shareholder's shares. Once exercised, the right cannot be withdrawn without the company's consent. Under Capital Markets Act Article 165-5(1) and Enforcement Decree Article 176-7(2), the right is granted only for shares proven acquired before the dissolving company's merger board resolution was disclosed, or under a contract concluded by the business day after disclosure (August 26, 2026), and held continuously through exercise; shares sold and reacquired in that period lose eligibility, and the right cannot be exercised by a shareholder who later votes for the merger. The company must purchase the shares within one month after the purchase-claim period ends; the expected payment date is December 31, 2026, subject to change. Expected purchase price: KRW 14,620 Exercise procedure, method, period, place: (a) Notice of opposition - Shareholders of record as of September 9, 2026 must notify the company in writing before the shareholders' meeting (beneficial owners notify their securities company instead), by 3 business days before the meeting (November 19, 2026); securities companies relay this to the Korea Securities Depository by 2 business days before the meeting (November 20, 2026), which notifies the company 1 business day before the meeting (November 23, 2026). Deadlines may vary by securities company. (b) Purchase claim - A shareholder who gave written notice of opposition may, within 20 days of the shareholders'-meeting resolution, demand in writing that the company purchase all or part of the shareholder's shares; beneficial owners file an appraisal-rights exercise request with their securities company by 2 business days before the claim period ends (December 10, 2026). (c) Place of filing: SK ie technology Co., Ltd. (dissolving company), 51 Jongno, Jongno-gu, Seoul (Jongno Tower); beneficial owners file with their securities company. (d) Claim period: through December 14, 2026, for shareholders who gave timely written notice of opposition. Key dates - shareholder record date: September 9, 2026; notice-of-opposition period: November 9, 2026 - November 23, 2026; extraordinary shareholders' meeting to approve the merger agreement: November 24, 2026; appraisal-rights exercise period: November 24, 2026 - December 14, 2026. Expected payment timing and method: Shareholders of record are paid by bank transfer to their registered account; beneficial owners are paid via their securities company's account on the shareholder's behalf. SK ie technology Co., Ltd. will pay within one month of the December 14, 2026 claim-period deadline; the expected payment date is December 31, 2026, subject to change at the company's discretion. Restrictions on appraisal rights: Same eligibility conditions as above; if this merger agreement lapses or is terminated, the exercised appraisal rights likewise lapse and the already-claimed shares may not be purchased. Effect on the contract: If the amount obtained by multiplying the total shares as to which dissolving-company shareholders exercise appraisal rights by the expected purchase price exceeds KRW 350,000,000,000 (KRW 350 billion), either party may immediately terminate the merger agreement by written notice to the other by or before the merger effective date.

14. Board resolution date (decision date): August 25, 2026 - Independent (outside) director attendance: Present: 4; Absent: 0

15. Put-option or similar agreement: No

16. Securities registration statement required: No - Reason for exemption: The surviving company, SK Innovation Co., Ltd., will file the merger securities registration statement on August 26, 2026.

17. Future restructuring plans As of the report date, no further restructuring plan is confirmed; the merging companies are reviewing integration of organization and functions, consolidation of duplicated management functions, and streamlining of the separator business to improve efficiency and cut costs.

18. Other matters material to investment decisions (a) Under Commercial Act Articles 522 and 434, the shareholders'-meeting resolution approving the merger is a special resolution; absent approval by at least two-thirds of voting rights present and at least one-third of total issued shares, the merger may fail. (b) The merger involves the surviving company issuing new shares to the dissolving company's shareholders; other than fractional-share proceeds, no merger consideration or cash will be paid. (c) Under Commercial Act Article 527-3(4), if shareholders holding 20% or more of the surviving company's shares object in writing within two weeks of the merger announcement, the small-scale merger cannot proceed and the formal merger procedure of Article 522 would apply instead, to be disclosed accordingly. (d) The financial details of "8. Merger counterparty" above are based on SK Innovation Co., Ltd.'s consolidated financial statements as of the end of 2025. (e) "10. Merger schedule" above is the expected schedule as of the report date and may change due to regulatory approvals and consultations with relevant authorities. (f) The closing-report meeting is replaced, under Commercial Act Article 526(3), by a board resolution and public notice of merger completion on January 4, 2027. (g) Detail on the expected purchase price in "13. Appraisal rights" above: Under Capital Markets Act Article 165-5(3), the purchase price is to be agreed between the shareholder and the company; absent agreement, the price is set under Enforcement Decree Article 176-7(3) based on the stock's exchange trading price before the board resolution, and either party may petition a court to determine the price if it disagrees. SK ie technology Co., Ltd. adopted the Article 176-7(3) price below as its proposed negotiating price. [SK ie technology Co., Ltd.'s method for calculating the expected share purchase price, under Enforcement Decree Article 176-7(3)] Company's proposed price for negotiation: KRW 14,620 Basis: the arithmetic average of (i) the volume-weighted average of daily closing prices over the 2 months before the day before the board resolution, (ii) the same over the most recent 1 month, and (iii) the same over the most recent 1 week, per Capital Markets Act Article 165-5 and Enforcement Decree Article 176-7(3). If no agreement is reached: the price is set under the same statutory method based on market trading price, and a dissenting shareholder may petition a court to determine the price. (1) Calculation of the expected share purchase price (base date: August 24, 2026): Most recent 2-month volume-weighted average price: KRW 14,819 (June 25, 2026 - August 24, 2026) Most recent 1-month volume-weighted average price: KRW 14,364 (July 27, 2026 - August 24, 2026) Most recent 1-week volume-weighted average price: KRW 14,676 (August 18, 2026 - August 24, 2026) Reference purchase price [(1)+(2)+(3)/3]: KRW 14,620 (2) Calculation detail (KRW, shares) - date: closing price; trading volume; closing price x volume: 2026-08-24: 15,310; 187,224; 2,866,399,440 2026-08-21: 13,950; 112,347; 1,567,240,650 2026-08-20: 14,560; 139,536; 2,031,644,160 2026-08-19: 14,430; 107,228; 1,547,300,040 2026-08-18: 14,710; 168,936; 2,485,048,560 2026-08-14: 15,550; 198,243; 3,082,678,650 2026-08-13: 15,880; 299,204; 4,751,359,520 2026-08-12: 15,250; 113,781; 1,735,160,250 2026-08-11: 15,220; 111,215; 1,692,692,300 2026-08-10: 15,450; 168,089; 2,596,975,050 2026-08-07: 14,980; 181,393; 2,717,267,140 2026-08-06: 14,250; 161,081; 2,295,404,250 2026-08-05: 13,920; 170,925; 2,379,276,000 2026-08-04: 14,170; 159,451; 2,259,420,670 2026-08-03: 13,380; 183,392; 2,453,784,960 2026-07-31: 13,260; 342,308; 4,539,004,080 2026-07-30: 13,080; 176,198; 2,304,669,840 2026-07-29: 12,540; 197,157; 2,472,348,780 2026-07-28: 13,450; 131,957; 1,774,821,650 2026-07-27: 14,240; 103,095; 1,468,072,800 2026-07-24: 14,140; 107,670; 1,522,453,800 2026-07-23: 14,690; 146,667; 2,154,538,230 2026-07-22: 13,500; 109,547; 1,478,884,500 2026-07-21: 13,260; 127,447; 1,689,947,220 2026-07-20: 13,600; 134,659; 1,831,362,400 2026-07-16: 14,260; 98,376; 1,402,841,760 2026-07-15: 14,540; 125,991; 1,831,909,140 2026-07-14: 14,140; 165,541; 2,340,749,740 2026-07-13: 14,460; 149,674; 2,164,286,040 2026-07-10: 14,900; 330,290; 4,921,321,000 2026-07-09: 16,000; 462,301; 7,396,816,000 2026-07-08: 14,400; 207,132; 2,982,700,800 2026-07-07: 15,430; 195,571; 3,017,660,530 2026-07-06: 15,750; 95,195; 1,499,321,250 2026-07-03: 15,760; 161,471; 2,544,782,960 2026-07-02: 16,030; 117,299; 1,880,302,970 2026-07-01: 16,360; 143,036; 2,340,068,960 2026-06-30: 16,210; 211,423; 3,427,166,830 2026-06-29: 17,200; 370,025; 6,364,430,000 2026-06-26: 14,390; 213,894; 3,077,934,660 2026-06-25: 15,240; 273,955; 4,175,074,200 Most recent 2-month weighted average: 14,819; 1-month: 14,364; 1-week: 14,676; reference purchase price: 14,620. Source: Korea Exchange Market Data System (http://data.krx.co.kr) SK ie technology Co., Ltd. shareholders' appraisal-rights exercise deadline is December 14, 2026, subject to change if that date is not a business day; the surviving company, SK Innovation Co., Ltd., is not subject to appraisal rights because the merger is a small-scale merger under Commercial Act Article 527-3. (h) Fractional shares of less than one share will be paid in cash based on the Korea Exchange closing price on the new shares' listing date, and SK Innovation Co., Ltd. will acquire such fractional shares as treasury stock under Commercial Act Article 341-2(3). (i) No merger new shares will be allotted for the dissolving company's common shares held by the surviving company, or for treasury shares SK ie technology Co., Ltd. comes to hold through its shareholders' appraisal-rights exercise. (j) The surviving company, SK Innovation Co., Ltd., is a KOSPI-listed company as of the report date and remains so after the merger. (k) The surviving company is pursuing this as a small-scale merger; under Commercial Act Article 527-3(4), if shareholders holding 20% or more of its shares object in writing within two weeks of the merger announcement, the small-scale merger cannot proceed. (l) Under Fair Trade Act Article 11(1)(4), amended effective August 7, 2024, mergers between a parent and subsidiary are excluded from the domestic business-combination filing requirement; since the surviving company holds more than 50% of the dissolving company's shares, the filing procedure may be omitted. (The filing quotes the full text of Fair Trade Act Article 11 on business-combination filing and Commercial Act Article 342-2 (newly inserted April 10, 1984) on a subsidiary's acquisition of parent-company shares.) (m) If the shareholders' meeting rejects the merger under applicable law, appraisal rights also lapse and the merger agreement does not take effect. (n) The merger agreement's conditions precedent and termination conditions (Articles 12 and 15) are materially the same as those described in the SK Innovation Co., Ltd. material event report on this merger filed the same day, including: approval by both companies' boards/shareholders' meetings; completion of required domestic and overseas government approvals and filings; no legal prohibition arising after execution; termination by written agreement at any time before the merger effective date; termination if small-scale-merger conditions fail; termination or renegotiation if dissolving-company appraisal-rights payouts exceed KRW 350 billion (or surviving-company payouts exceed KRW 600 billion if the formal-merger route is triggered); termination for a material adverse change or an uncured material breach. (o) The "corporate value" figures in "5. Basis for calculating the merger ratio" were calculated by multiplying the merger value by total issued shares, under Article 5-13-2 of the Regulation on Issuance and Disclosure of Securities, etc. (p) The expected merger-registration date of January 4, 2027 is the expected date of application for merger registration. (q) The surviving company's securities-registration-statement filing date in "16." above may change due to consultation and approval with relevant authorities. (r) To fulfill directors' duty of loyalty under Commercial Act Article 382-3 and the fairness-enhancing measures recommended by the Ministry of Justice's guidelines on director conduct in corporate restructuring, SK ie technology Co., Ltd. (i) established and operated a special committee composed entirely of independent directors and (ii) obtained review from independent external experts (an accounting firm and a law firm), summarized below.

I. Special Committee Composition (4 independent directors): Ahn Jin-ho (chair; professor and former research vice-president, Hanyang University; chair, Nanotechnology Research Society; outside director, QRT Co., Ltd.; Ph.D. in electronic materials, University of Texas at Austin) - expertise in economics/industry, management/technology, general-shareholder protection; Jung Kwon-hyun (adviser, Daeryook & Aju LLC; former director general, Korea Press Foundation; former deputy editor, The Chosunilbo) - expertise in HR, management transparency/ESG, communications; Jang Dong-gi (outside director, Harim Holdings Co., Ltd.; former CFO, Shinhan Financial Group) - expertise in accounting/finance, economics/industry; Cho Young-hee (partner attorney, LAB Partners; former member, FSC Financial Development Deliberation Committee) - expertise in law. Independence and expertise were checked against the Ministry of Justice guidelines' criteria (no prior consultation with the controlling shareholder on this deal, no special interest from either company's shares, no profit-sharing tied to the merger's success, no employment/transaction/family ties to the largest shareholder) and confirmed satisfied for all four members; the committee noted chair Ahn Jin-ho holds 0.002% of the surviving company's shares, which Yulchon LLC concluded does not impair his independence given its immateriality. The committee, established by board resolution on May 13, 2026 under operating regulations, has the authority to review fairness-sensitive transactions and submit its opinion to the board, plus rights to demand data, summon personnel and outside parties, require progress reports, and appoint its own secretary; it is an organ under Commercial Act Article 393-2 with the advisory role the Ministry of Justice guidelines recommend, while final approval remains with the board and shareholders' meeting. It was established after an external consulting firm's early-2026 review recommended disposing of idle assets and merging the companies, and after SK ie technology's board formally notified SK Innovation's board on April 29, 2026 of its plan to form the committee. Activities (7 meetings, May 13 - August 25, 2026): 1st (May 13): elected chair; retained Samjong KPMG as financial adviser and Yulchon LLC as legal adviser via negotiated contracts for confidentiality, based on their M&A track record and sector expertise. 2nd (June 10): reviewed key issues and schedule; noted the amended Commercial Act's expanded directors' duty of loyalty. 3rd (June 24): confirmed committee and advisers' independence/expertise (including that Yulchon's revenue from SK Innovation/SK ie technology was about 0.1% of its total revenue over the past three years), reviewed the restructuring rationale (continuing operating losses, EV-market chasm, Chinese competition, limits of cost cuts, the BMC plant sale and Jeungpyeong plant shutdown as insufficient fixes) and valuation methodology (DCF as primary, cross-checked against comparable-company and net-asset-value methods). 4th (July 14): received an interim legal opinion confirming the merger's necessity and procedural adequacy; discussed shareholder communication and appraisal-rights administration. 5th (July 28): reviewed stakeholder-communication strategy (shareholder letters, IR, FAQ, briefing) and reconfirmed the restructuring's legitimacy and information-disclosure adequacy. 6th (August 12): received Samjong KPMG's merger-ratio report (statutory market-price ratio cross-checked against a DCF income-value range) and Yulchon LLC's final legal opinion; resolved the committee's final opinion for submission to the board. 7th (August 25): received Samjong KPMG's final report on the merger ratio and financial impact and confirmed overall procedural adequacy. Consolidated committee opinion (August 25, 2026): the merger is the most reasonable restructuring option given the dissolving company's structural financial risk; the merger value and ratio were calculated by an objective, non-discretionary statutory formula and verified by Yulchon LLC and Samjong KPMG; the Ministry of Justice's fairness measures (special committee, independent external review, full shareholder disclosure) were all implemented; and shareholder conflicts of interest are minimized because the deal follows objective statutory criteria and serves all shareholders' long-term interests, backed by appraisal rights and other protections. The board, on receiving this opinion, resolved on August 25, 2026 to approve execution of the merger agreement (to be signed August 26, 2026).

Samjong KPMG valuation (base date August 24, 2026): market reference prices and the statutory ratio 1 : 0.1174540 as set out in "5." above; income-value (DCF) per share: SK Innovation KRW 128,023, SK ie technology KRW 15,008; sensitivity range (WACC +/-1.0%, perpetual growth rate +/-1.0%): income-value-based ratio 1 : 0.1095925 to 0.1257201 (income-value range cited: SK Innovation KRW 96,095-176,477, SK ie technology KRW 10,531-22,187). Conclusion: the statutory ratio (1 : 0.1174540) falls within the income-value-based range, so it fairly reflects both companies' intrinsic value. Samjong KPMG's team: 20 professionals, 5,416 hours (June 10 - August 25, 2026).

Yulchon LLC legal opinion: under the Commercial Act as amended July 22, 2025 (Article 382-3), directors owe a duty of loyalty to shareholders as well as the company, heightening the need for fairness measures in parent-subsidiary mergers, which the Ministry of Justice guidelines flag as carrying conflict-of-interest risk between controlling and general shareholders; a director's business judgment is protected where the director reasonably gathered information, reasonably believed the decision served the company's best interest, acted in good faith, and the decision was not grossly unreasonable (citing Supreme Court Case No. 2006Da33333, October 11, 2007). Yulchon LLC confirmed the special committee was formed well in advance, met seven times with full attendance, exercised real decision-making authority, and kept adequate records - satisfying the Ministry of Justice guidelines. Yulchon LLC's own independence was confirmed (about 0.1% revenue exposure to the two companies, no concurrent staffing, no share ownership, no success fee, no indirect benefit from the counterparty). Yulchon LLC's team: 6 professionals, 239 hours.

II. External Experts Legal adviser Yulchon LLC (retained May 20, 2026) reviewed the merger's legality, directors' duty-of-loyalty compliance, Ministry of Justice fairness measures, standalone-operation risk versus alternatives, and the transaction's overall legal soundness. Financial adviser Samjong KPMG (retained June 10 - August 25, 2026) verified the merger value and ratio, reviewed valuation methodology (DCF, comparable-listed-company method, net-asset fair-value method), and analyzed financial effects and capital efficiency. Both advisers were confirmed independent (no recent appointment as either company's outside auditor, no material revenue exposure, no concurrent staffing, no share ownership, no success-fee arrangement, no indirect benefit from the counterparty) and sufficiently expert (extensive listed-company M&A and valuation track record; Samjong KPMG's sector knowledge of batteries/separators; Yulchon LLC's capital-markets and governance experience).

III. General Shareholder Protection (1) Conflict-of-interest assessment: the committee recognized a formal potential conflict between SK Innovation (the controlling shareholder) and general shareholders given the affiliate-merger structure, but concluded actual conflict is minimized because the merger value/ratio follow an objective statutory, non-discretionary formula verified by multiple valuation methods; standalone operation carried real downside risk (continuing losses, financial and potential default risk) versus the benefits of becoming SK Innovation shareholders (diversified risk, access to the parent's liquidity/credit, lower listing costs, integration efficiencies), serving all shareholders' long-term interests; and the Ministry of Justice's fairness measures (independent special committee, independent external review by Yulchon LLC/Samjong KPMG/Korea Investment & Securities, extensive shareholder communication, and appraisal rights) were all implemented. (2) Alternatives considered and rejected: a third-party sale (low buyer demand, too slow to address near-term financial risk); a loan from SK Innovation (would worsen the debt ratio and interest burden without fixing the capital structure); a capital injection by SK Innovation (would burden SK Innovation and dilute existing SK ie technology shareholders); and a comprehensive share swap (SK ie technology would remain a separate entity, failing to resolve near-term financial risk including credit-rating pressure). The absorption merger was judged the most effective and reasonable option. (3) Shareholder communication: an FAQ will be posted on the company website, and an in-person shareholder briefing will be held on September 14, 2026 to explain the merger's purpose, effects, ratio and schedule and to gather feedback; details of time, place and participation will be separately announced. (4) General-shareholder protection measures: (a) appraisal rights under Commercial Act Article 527-3 and Capital Markets Act Article 165-5, detailed in Item 18(g) above; (b) further information and communication - disclosure in the securities registration statement, shareholder letters, a published FAQ, a dedicated Q&A email, additional explanatory materials as needed, and shareholder briefings by both companies - to help general shareholders reach an informed decision, with details of briefings to be announced via future disclosure or each company's website.

* Related disclosure For further details, please refer to SK Innovation's securities registration statement (merger) disclosure, to be filed in the future. (condensed translation)

Filed2026-08-25, Material event report (merger)
SourceDART rcept 20260825000420 → open original filing

Source: DART. Information only, not investment advice.

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

Data from DART, Korea's official corporate-filing system. Data sourced from official DART filings. Accuracy is not guaranteed. Figures are as of the date shown. As of 2026-08-25 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).