Material event report (merger)

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-08-26) →

What happened

Material Event Report (Company Merger Decision) 6.2 SK Innovation Co., Ltd. Material Event Report / Exchange Reporting Obligation To: Financial Services Commission / Korea Exchange August 25, 2026 Company name: SK Innovation Co., Ltd. CEO: Jang Yong-ho, Choo Hyung-wook Head office address: 26 Jongno, Jongno-gu, Seoul (SK Building, Seorin-dong) Phone: 02-2121-5114 Website: http://www.skinnovation.co.kr Preparer: (Title) Head of Finance Planning Office, (Name) Bae Gi-rak, (Phone) 02-2121-5114

Decision on Company Merger

1. Merger method SK Innovation Co., Ltd. will absorb-merge its subsidiary SK ie technology Co., Ltd. - Surviving company: SK Innovation Co., Ltd. - Dissolving company: SK ie technology Co., Ltd. - Merger type: Small-scale merger

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., and SK ie technology Co., Ltd. will be dissolved after the merger. The surviving company, SK Innovation Co., Ltd., will succeed to SK ie technology Co., Ltd.'s business as is. As of the date of this material event report, the largest shareholder of the surviving company is SK Inc., holding 52.09% of common shares, and the largest shareholder of the dissolving company is the surviving company, SK Innovation Co., Ltd., holding 53.35% of common shares. After completion of this merger, the surviving company's largest shareholder's common-share ownership is expected to change to 50.74%, with no change in the identity of the largest shareholder. After the merger, the dissolving company, SK ie technology Co., Ltd., will be absorbed into the surviving company, SK Innovation Co., Ltd., and dissolved.

(2) Effect on company finances Before this merger, the dissolving company, SK ie technology Co., Ltd., is a consolidated subsidiary of the surviving company, SK Innovation Co., Ltd. From a consolidated perspective, the impact of absorbing the dissolving subsidiary on the controlling shareholder (the surviving company) is therefore expected to be limited; however, as the non-controlling interest in the dissolving company is attributed to the surviving company upon merger, in the short term the impact of the dissolving company's net loss may be amplified, with a greater negative effect on profit attributable to the controlling shareholder, and depending on the scale of appraisal-rights exercise, actual cash outflow may occur, all of which may expand the short-term negative impact on the surviving company's finances. In the medium to long term, however, financial stability and cash-generating capacity are expected to improve owing to reduced duplicate costs and financing costs resulting from the merger. Specifically, cost savings are expected from eliminating overlapping business functions and reducing interest expense based on SK Innovation Co., Ltd.'s creditworthiness, and if the EV market recovers and the ESS separator business expands going forward, this is expected to further improve profitability.

(3) Effect on company operations Upon this merger, the separator business will be incorporated into the surviving company, SK Innovation Co., Ltd. Before the merger, continued financial instability at the dissolving company carried a risk of disrupting separator supply, which could in turn disrupt SK On Co., Ltd.'s battery production. It is assessed that, following the merger and on the basis of SK Innovation Co., Ltd.'s stable financial foundation, separator production and supply can be operated more effectively. The merger is also expected to improve operating efficiency and enable cost savings, and by combining SK Innovation Co., Ltd.'s R&D capabilities with SK ie technology Co., Ltd.'s product development capabilities, expansion of ESS separator sales and other improvements in business competitiveness are expected. Accordingly, this merger is expected to lay the foundation for improved cost competitiveness and strengthen the ability to respond to changes in global battery separator demand, with a positive effect on the combined surviving company's operations expected in the medium to long term.

(4) Effect on shareholder value of the merging companies The merging companies conducted a multifaceted review to protect the shareholder value of both companies. This merger gave top priority to protecting the interests of the shareholders of both companies, and the merger ratio was fairly calculated in accordance with the Financial Investment Services and Capital Markets Act ("Capital Markets Act") and related regulations. As this is a merger between stock-exchange-listed companies, the merging companies calculated the merger value and merger ratio using the market-price method, and no separate discount or premium was applied to the calculated merger value. Under this merger, common shareholders recorded in the dissolving company's register of shareholders as of the record date for allotment of merger new shares will receive 0.1174540 shares of the surviving company's common stock for each share of the dissolving company's common stock they hold. However, no merger new shares will be allotted for common shares of the dissolving company held by the surviving company, or for treasury shares the dissolving company comes to hold as a result of appraisal rights exercised by dissolving-company shareholders who oppose the merger. The total number of merger new shares to be issued by the surviving company is 4,481,300 shares, approximately 2.6% of the surviving company's total issued shares. Accordingly, existing shareholders of the surviving company may experience some dilution of their ownership percentage from the issuance of merger new shares; however, through this merger the merging companies expect to secure financial stability, mitigate business and financial risk, improve operating efficiency through business restructuring, and enhance business competitiveness, which is expected to have a positive impact on the shareholder value of each company's shareholders.

4. Merger ratio SK Innovation Co., Ltd. : SK ie technology Co., Ltd. = 1 : 0.1174540 The reference share price for the merger ratio was calculated as the arithmetic average of the weighted arithmetic mean closing price for the most recent one month, the weighted arithmetic mean closing price for the most recent one week, and the most recent closing price, using the day before the merger board resolution date (August 24, 2026) as the base date. - For dissolution-type mergers involving a special purpose acquisition company: the multiple of the merger new shares' reference price on the listing date relative to the SPAC's last-trading-day closing price, not applicable.

5. Basis for calculating the merger ratio As the merging companies, SK Innovation Co., Ltd. and SK ie technology Co., Ltd., are affiliated companies and both are listed on the KOSPI market, the merger value for this merger was calculated under Article 176-5, Paragraph 1, Item 1 of the Enforcement Decree of the Capital Markets Act, and the merger ratio was derived on that basis.

(a) Merger value of the surviving company SK Innovation Co., Ltd.'s registered common stock The market reference price of SK Innovation Co., Ltd.'s common stock was calculated under Article 176-5, Paragraph 1, Item 1 of the Enforcement Decree of the Capital Markets Act, using the day before the earlier of the board resolution date for the merger (August 25, 2026) and the merger agreement execution date (August 26, 2026), i.e., August 24, 2026, as the base date, as the arithmetic average of the volume-weighted arithmetic mean closing price for the most recent one month, the volume-weighted arithmetic mean closing price for the most recent one week, and the most recent closing price. No premium or discount was applied to the arithmetic average price in calculating the merger value. - One-month weighted average closing price (July 27, 2026 - August 24, 2026): KRW 118,611 - One-week weighted average closing price (August 18, 2026 - August 24, 2026): KRW 128,874 - Most recent closing price (August 24, 2026): KRW 130,100 - SK Innovation Co., Ltd. merger value: KRW 125,862

(b) Merger value of the dissolving company SK ie technology Co., Ltd.'s registered common stock The market reference price of SK ie technology Co., Ltd.'s common stock was calculated the same way, using August 24, 2026 as the base date. No premium or discount was applied. - One-month weighted average closing price (July 27, 2026 - August 24, 2026): KRW 14,364 - One-week weighted average closing price (August 18, 2026 - August 24, 2026): KRW 14,676 - Most recent closing price (August 24, 2026): KRW 15,310 - SK ie technology Co., Ltd. merger value: KRW 14,783

Accordingly, the merger ratio was determined to be 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 Whether an external appraisal was conducted: Not applicable - Basis and reason: As this merger is between KOSPI-listed affiliated companies, the merger value was calculated at the market reference price for common stock under Article 165-4 of the Capital Markets Act and Article 176-5, Paragraph 1, Item 1 of its Enforcement Decree, and the merger ratio was derived on that basis; an external appraisal institution's valuation is therefore not required. - Name of external appraisal institution: not applicable - External appraisal period: not applicable - External appraisal opinion: not applicable

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

8. Merger counterparty Company name: SK ie technology Co., Ltd. (SK ie technology Co., Ltd.) Main business: Manufacture of primary and secondary batteries Relationship with the company: Subsidiary Most recent fiscal year financial details (KRW): Total assets: 4,391,860,993,723; Capital stock: 81,787,100,000; Total liabilities: 1,790,415,728,574; Revenue: 261,874,277,718; Total equity: 2,601,445,265,149; Net income: -211,417,928,464 - External audit: Auditor: Ernst & Young Han Young; Audit opinion: Unqualified - For SPAC dissolution mergers: CEO, date of incorporation, head office address, expected securities-registration-statement filing date: not applicable

9. Newly incorporated merger company Company name: not applicable. Financial details at incorporation (total assets, total liabilities, total equity, capital stock): not applicable. Current new business segment's most recent fiscal-year revenue: not applicable. Main business: not applicable. Application for relisting: Not applicable.

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: September 9, 2026 - September 23, 2026 Expected shareholders' meeting date: not applicable Appraisal-rights exercise period: not applicable Old share-certificate submission period: not applicable Expected trading-suspension period: not applicable 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. Whether this constitutes a backdoor listing: Not applicable 12. Whether another company's backdoor-listing requirements are met: Not applicable

13. Appraisal (dissenting shareholder stock purchase) rights Exercise requirements: As this merger proceeds as a small-scale merger, appraisal rights are not granted under Article 527-3 of the Commercial Act. Expected purchase price / exercise procedure, method, period, location / expected payment timing and method / restrictions on appraisal rights / effect on the contract: not applicable.

14. Board resolution date (decision date): August 25, 2026 - Independent (outside) director* attendance: Present: 6; Absent: 0 - Audit-committee member (other than independent/outside directors) attendance: not applicable

15. Whether a put-option or similar agreement was concluded: No - Contract details: not applicable

16. Whether a securities registration statement must be filed: Yes - If exempted from filing, the reason: not applicable * "Independent director" applies to listed companies; "outside director" applies to unlisted companies.

17. Future plans for corporate restructuring As of the date of this report, there are no confirmed plans for further corporate restructuring. However, through this merger the merging companies are reviewing measures to improve operating efficiency and reduce costs, including integrating the organizations and functions of both companies. Specifically, the companies intend to consolidate management functions duplicated by operating as separate listed companies, thereby reducing administrative costs, streamlining the separator business structure, and improving operational efficiency by concentrating R&D and operating resources on core businesses.

18. Other matters material to investment decisions (a) This disclosure is the confirmed disclosure corresponding to the company's June 10, 2026 disclosure responding to rumor or press reports (unconfirmed). (b) As this merger is being pursued as a small-scale merger under Article 527-3 of the Commercial Act, appraisal rights are not recognized for shareholders of the surviving company, SK Innovation Co., Ltd., and the shareholders' meeting for merger approval is replaced by a board resolution. (Expected date of the board resolution replacing the shareholders' meeting approving the merger: November 24, 2026) (c) 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 in writing their opposition to the merger within two weeks of the merger announcement date, the merger cannot proceed as a small-scale merger. If this occurs, the merger may instead proceed under the formal merger procedure of Article 522 of the Commercial Act, and this will be disclosed under relevant disclosure regulations at that time. (d) This merger is structured as the surviving company issuing new shares to the shareholders of the dissolving company; other than payment for fractional shares, no merger consideration or other cash will be paid to shareholders of the dissolving company. (e) The above "7. Type and number of merger new shares" may change depending on the results of the exercise of appraisal rights by SK ie technology Co., Ltd. shareholders and the treatment of fractional shares. (f) The most recent fiscal-year financial details in "8. Merger counterparty" above are based on SK ie technology Co., Ltd.'s consolidated financial statements as of the end of 2025. (g) The above "10. Merger schedule" reflects the expected schedule as of the date of this report and may change due to regulatory approvals and consultation/approval processes with relevant authorities. (h) The closing-report meeting in "10. Merger schedule" above is replaced, under Article 526, Paragraph 3 of the Commercial Act, by a board resolution and public notice of merger completion on January 4, 2027. (i) If fractional shares of less than one share arise from the allotment of merger new shares, the amount calculated based on the closing price traded on the Korea Exchange on the listing date of the merger new shares will be paid in cash to the shareholder to whom the fractional share would accrue, and the surviving company, SK Innovation Co., Ltd., will acquire such fractional shares as treasury stock under Article 341-2, Item 3 of the Commercial Act. (j) No merger new shares will be allotted for the dissolving company's common shares held by the surviving company, SK Innovation Co., Ltd., or for treasury shares that SK ie technology Co., Ltd. comes to hold as a result of appraisal rights exercised by its shareholders. Under Article 176-5, Paragraph 7 of the Enforcement Decree of the Capital Markets Act, merger new shares are also not allotted for treasury shares held by SK ie technology Co., Ltd.; however, as of the date of this report SK ie technology Co., Ltd. holds no treasury shares. (k) The surviving company, SK Innovation Co., Ltd., is a KOSPI-listed company as of the date of this report and will remain a KOSPI-listed company after the merger. (l) As the resolution of SK ie technology Co., Ltd.'s shareholders' meeting approving the merger agreement is a special-resolution matter, if approval is not obtained from at least two-thirds of the voting rights of shareholders present and at least one-third of total issued shares, this merger may fail to proceed. (m) Under Article 11, Paragraph 1, Item 4 of the amended Monopoly Regulation and Fair Trade Act ("Fair Trade Act"), effective August 7, 2024, mergers between a parent company and its subsidiary are excluded from the domestic business-combination filing requirement. Separately, as Vietnam requires a business-combination filing under its own laws, such a filing will be submitted to the Vietnamese competition authority after the board resolution approving execution of this merger agreement. If a business-combination filing is determined to be necessary in other countries, the company will comply with those countries' laws. (n) The conditions precedent and termination conditions set out in the merger agreement are summarized as follows. Article 12 (Conditions Precedent): The merging companies' obligation to carry out this merger is conditioned on, by the merger effective date: (1) lawful approval of this agreement and this merger by the board and/or shareholders' meeting of the surviving company and the dissolving company; (2) completion of all material domestic and overseas government approvals, authorizations and filing procedures necessary for this merger, including acceptance of domestic and overseas business-combination filings; and (3) the absence, after the date of execution of this agreement, of any amendment to law, government-agency order, or court decision or ruling prohibiting or materially restricting implementation of this merger. Article 15 (Amendment and Termination): (1) The merging companies may terminate this agreement at any time by written agreement before the merger effective date. (2) If grounds arise making the small-scale merger infeasible, the surviving company may terminate this agreement by written notice to the dissolving company within two weeks of the deadline for opposition to the small-scale merger, unless the surviving company elects instead to proceed via the formal merger procedure and so notifies the dissolving company in writing. (3) If (i) the amount obtained by multiplying the total shares as to which the dissolving company's shareholders exercise appraisal rights by the expected purchase price exceeds KRW 350 billion, or (ii) where the surviving company proceeds via the formal merger procedure, the equivalent amount for the surviving company's shareholders exceeds KRW 600 billion, the merging companies may by written agreement terminate this agreement or amend the merger terms. (4) If a material unforeseeable change in the merging companies' assets, liabilities or management condition occurs, or a material defect, impairment or other material change in circumstances related to this merger arises, the merging companies may amend the merger terms by written agreement or terminate this agreement by written notice. (5) Each merging company may terminate this agreement by written notice if a required government approval is definitively denied. (6) If a merging company's representation or warranty is inaccurate and causes (or is reasonably expected to cause) a material adverse effect, or if a merging company materially breaches a covenant and fails to cure it within 7 business days of a cure notice (where curable), the non-breaching company may terminate this agreement by written notice. (o) The "corporate value" figures in "5. Basis for calculating the merger ratio" above were calculated by multiplying the merger value by the total number of issued shares, under Article 5-13-2 of the Regulation on Issuance and Disclosure of Securities, etc. The surviving company's corporate value is based on its common stock only and does not take preferred stock into account. (p) The expected merger-registration date of January 4, 2027 in "10. Merger schedule" above is the expected date of application for merger registration. (q) In connection with directors' duty of loyalty under Article 382-3 of the Commercial Act and the special-committee establishment and operation recommended under the Ministry of Justice guidelines, SK Innovation Co., Ltd. established a special committee composed solely of 6 independent directors to conduct an objective and independent review of the overall merger. At its board meeting on May 27, 2026, SK Innovation Co., Ltd. resolved to establish the special committee and adopt its operating regulations, creating an internal procedure to deliberate the necessity and implementation of this merger from the perspective of protecting the interests of the company and all shareholders. From May 27, 2026 to August 25, 2026 - about three months - the committee met six times to discuss and review the management necessity, appropriateness of the transaction terms, and procedural adequacy of this merger. SK Innovation Co., Ltd. also retained external legal and financial experts, selected based on independence and expertise, to support the committee's independent review. The legal adviser (Kim & Chang) and the financial adviser (Samil PricewaterhouseCoopers) advised on the legality and procedural legitimacy of the merger, the fairness of the merger value and ratio, and shareholder-protection procedures. The special committee and the board comprehensively reviewed the transaction terms and procedures in light of these external experts' advice. Based on the information provided and the external experts' advice, the SK Innovation Co., Ltd. special committee unanimously resolved that the legitimacy of the transaction's purpose, the fairness of its terms, and the appropriateness of its procedure had been secured, and reported this to the SK Innovation Co., Ltd. board. Taking this into account, the board determined that this merger serves the interests of the company and all shareholders (securing the legitimacy of the transaction's purpose); that the merger ratio was calculated under relevant law and verified by external appraisal (securing fairness of the transaction terms); and that the fairness-enhancing measures recommended by the Ministry of Justice guidelines were implemented (securing procedural appropriateness) - and accordingly approved execution of this merger agreement. For details of SK Innovation Co., Ltd.'s decision-making process on this merger, please refer to the board minutes and board opinion statement attached to this material event report.

* Related disclosure: June 10, 2026 - Response to rumor or press report (unconfirmed)

For further details, please refer to SK Innovation Co., Ltd.'s securities registration statement (merger), to be filed in the future.