Spin-off/split decision (subsidiary)

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SK Telecom / Spin-off decision (subsidiary's material management matter) / (2026.08.27) Spin-off decision (subsidiary's material management matter)

Spin-off decision (subsidiary's material management matter): report of a material management matter of subsidiary SK Broadband Co., Ltd.

1. Method of split (1) Pursuant to Articles 530-2 through 530-11 and Article 530-13 of the Commercial Act, SK Broadband Co., Ltd. (the "Splitting Company") will separate, by simple/pro-rata split (the "Split"), the business division comprising its data-center business (including CDN services) and its submarine-cable-based international dedicated-line service (the "Split-off Business"), establishing a new company (the "New Company"). The surviving company remains unlisted, and the New Company is also unlisted. [Surviving company] - Company name: SK Broadband Co., Ltd. - Business: all divisions other than the Split-off Business [New company] - Company name: SK Horizon Co., Ltd. (tentative) - Business: data-center business (incl. CDN services) and submarine-cable-based international dedicated-line services Note 1) The New Company's trade name may change at the shareholders' meeting approving the split plan or at the New Company's inaugural meeting. Note 2) Each company's business is as set out in its own articles of incorporation. (2) The split date is scheduled for 00:00 on February 1, 2027; the Splitting Company's board may change this date. (3) The Splitting Company splits by special resolution of its shareholders' meeting under Article 530-3, Paragraphs 1-2 of the Commercial Act; under Article 530-9, Paragraph 1, the New Company and the surviving company are jointly and severally liable for the Splitting Company's pre-split debts (including liabilities). (4) Regarding this joint and several liability: where the surviving company discharges, or by other means causes the New Company to be released from, a transferred debt, the surviving company may seek indemnity from the New Company; where the New Company discharges, or by other means causes the surviving company to be released from, an excluded debt under the split plan, the New Company may seek indemnity from the surviving company. (5) Property transferred by the Split follows Article 4, Paragraph (7) of the split plan (assets of the Splitting Company to be transferred and their value); where an asset's status is unclear even under that provision, paragraphs (6)-(12) below govern. (6) Except where an asset/liability cannot be succeeded to by nature or law and instead belongs to the surviving company, all assets, liabilities, public- and private-law rights/obligations and other rights, obligations and de facto relationships of economic value (including permits, employment, contracts, litigation, etc.) of the Splitting Company are allocated as listed in the split plan's schedule of properties to be succeeded to (the "Succession List"); items not listed are allocated, absent a different board/representative-director decision, to the New Company if exclusively or mainly related to the Split-off Business, and otherwise to the surviving company. (7) Except for items under (6), liabilities related to the Splitting Company's business arising or becoming fixed after the split date from pre-split-date acts or facts, or already arisen/fixed pre-split but omitted from the split plan for any reason (including contingent liabilities of any kind), are allocated to the New Company if exclusively or mainly related to the Split-off Business, otherwise to the surviving company; if the relevant division cannot be determined, allocation follows the proportion of net assets split between the companies (or a debt-sharing ratio if one can be calculated). (8) Except for items under (6), the same rule applies by analogy to receivables and other rights (including contingent receivables of any kind) acquired after the split date from pre-split-date acts or facts, or already acquired pre-split but omitted from the split plan. Where a right ends up with the "wrong" company under this rule, that company must transfer the right to the company that should properly hold it. (9) Pre-split-date contracts of the Splitting Company are allocated to the New Company if exclusively or mainly related to the Split-off Business, otherwise to the surviving company; a contract directly tied to a specific asset follows that asset's allocation. A contract relating to both the Split-off Business and other divisions that cannot be separated is treated as remaining with the surviving company, with any later transfer to the New Company handled by agreement between the two companies. (10) The New Company's assets, liabilities and capital are determined in principle by allocating to it assets, contracts, rights and obligations belonging to, or directly/indirectly related to, the Split-off Business (everything else going to the surviving company), with final amounts set after considering both companies' future operating/investment plans and applicable legal requirements. (11) Pre-split-date litigation of the Splitting Company is allocated to the New Company if related to the Split-off Business, otherwise to the surviving company. (12) Notwithstanding (6)-(8), all receivables/liabilities arising from the Split-off Business for (i) accrued unpaid interest expense, (ii) accrued unpaid interest income, (iii) corporate and local income tax receivables/liabilities, and (iv) VAT receivables/liabilities, to the extent attributable to the pre-split-date business period, remain with the Splitting Company rather than the New Company; the Splitting Company will directly pay related interest and directly file, pay and receive refunds of corporate tax, local income tax and VAT for that period, and these rights/obligations are not succeeded to by the New Company.

2. Purpose of the split: to separate the entire Split-off Business from the Splitting Company by simple/pro-rata split in order to enhance business specialization and strengthen management efficiency.

3. Material effects of the split (1) Establishes a governance structure enabling fast, specialized decision-making suited to each business's characteristics, strengthening competitiveness and diversifying management risk through concentrated investment in specialized areas. (2) Secures independence between the surviving company's and New Company's businesses, enabling focused investment in core businesses, diversified management risk, and increased sustainable growth potential, enhancing corporate value.

4. Split ratio Calculated, based on the balance sheet as of March 31, 2026, as the New Company's net-asset book value divided by the pre-split Splitting Company's net-asset book value. [Split ratio] Surviving company: 0.8351323; New company: 0.1648677 [Basis for New Company ratio] New Company net assets (KRW 475,816,816,055) / pre-split Splitting Company net assets (KRW 2,886,053,220,578) = 0.1648677

5. Business and property to be transferred (1) The Splitting Company transfers to the New Company all assets, liabilities, public/private-law rights and obligations and other rights, obligations and de facto relationships of economic value belonging to the Split-off Business (including permits, employment, contracts, litigation, etc.; the "Transferred Assets"), except that any right/obligation legally or by nature barred from transfer by the split (including where a required government approval, permit or notification cannot be obtained) remains with the surviving company, with later transfer to the New Company handled by agreement. The surviving company will provide necessary cooperation, including executing related contracts, so the New Company can operate as the Split-off Business did before the split. (2) The Transferred Assets are, in principle, as stated in Attachment 1 (Split Balance Sheet) and Attachment 2 (Schedule of Properties to be Succeeded to) of the split plan, prepared on the basis of the balance sheet as of March 31, 2026, adjusted for changes in property arising before the split date. (3) The final value of each item of the Transferred Assets may change as they are finalized. (4) Any changes to the Split-off Business's assets/liabilities before the split date, from its operations, financial activities, plan implementation, changes in law or accounting standards, or any omitted/incorrect item discovered in the Succession List, or other value changes, may be corrected or added, with corresponding adjustments to Attachments 1 and 2. (5) Real property of the Split-off Business allocated to the New Company is listed in Attachment 3 (Schedule of Real Property to be Succeeded to); related litigation is listed in Attachment 6 (Schedule of Litigation to be Succeeded to); related investment securities are listed in Attachment 7 (Schedule of Investment Securities to be Succeeded to); any omitted or incorrectly listed items are allocated by the same business-division rule. (6) Intellectual property (patents, utility models, trademarks, designs, copyrights, trade secrets, etc., registered or not, including rights to apply for patents/utility models/designs) held by the Splitting Company domestically or abroad before the split date is allocated to the New Company if related to the Split-off Business, otherwise to the surviving company; IP allocated to the New Company is listed in Attachment 4 (Schedule of Intellectual Property to be Succeeded to), with the same rule applying to any omitted or incorrectly listed IP. (7) Mortgages, pledges, etc. securing contractual relationships arising from the Split-off Business (including those related to the Transferred Assets) belong to the New Company. (8) The New Company succeeds to the employment and related legal relationships (including severance pay, loans, and the labor-management split agreement and employment-stability agreement executed for this split) of all employees working in the Split-off Business as of the split date.

6. Particulars of the surviving company after the split Company name: SK Broadband Co., Ltd. Post-split financials (KRW, as of 2026-03-31): Total assets 4,978,029,012,980; Total liabilities 2,567,792,608,457; Total equity 2,410,236,404,523; Capital 1,679,144,235,000 Most recent fiscal year revenue of the surviving business (KRW): 4,192,876,314,153 Principal business: wireline telecommunications, etc. Remains listed after split: No

7. Particulars of the newly established company Company name: SK Horizon Co., Ltd. (tentative) Financials at establishment (KRW, as of 2026-03-31): Total assets 2,061,315,619,982; Total liabilities 1,585,498,803,927; Total equity 475,816,816,055; Capital 331,082,990,000 Most recent fiscal year revenue of the new business (KRW): 347,726,549,126 Principal business: data-center business (including CDN services) and submarine-cable-based international dedicated-line services Application for re-listing: No

8. Capital reduction matters Capital reduction ratio: 16.48677% Old share certificate submission period: start -, end - Expected trading-suspension period: start -, end - New-share allotment terms: new shares of the New Company of the same class and content are allotted to shareholders of record of the Splitting Company as of the new-share record date, in proportion to their shareholding under the allotment ratio. New-share record date: 2027-01-29; Expected delivery date of new share certificates: -; Expected listing date of new shares: -

9. Split schedule Board resolution date: 2026-08-27 (independent/outside directors present: -, absent: -; audit committee member attendance: present) Shareholder record date: -; Shareholder register closure period: start -, end -; Objection-to-split notice period: start -, end -; Scheduled shareholders' meeting: 2027-01-15; Appraisal-rights exercise period: start -, end -; Creditor objection period: start -, end -; Split date: 2027-02-01; Completion report date: 2027-02-02; Expected split registration date: 2027-02-02

10. Appraisal (dissenters') rights: exercise conditions -; expected purchase price -; procedure/method/period/place -; payment timing/method -; restrictions -; effect on contract -

11. Put option or similar contract: No; contract details -

12. Subject to securities registration statement: Yes; reason for exemption if any: -

13. Plans for future corporate restructuring: other than this split (whose main purpose is specialized, efficient management of the Split-off Business), the Splitting Company currently has no other planned structural changes. The New Company is reviewing outside investment to strengthen future competitiveness and growth, to be separately disclosed per applicable law.

14. Review of a physical (in-kind) split: not applicable, this is a simple/pro-rata split. 15. Shareholder protection measures for a physical split: not applicable, this is a simple/pro-rata split.

16. Other material matters relevant to investment decisions (1) The split plan may be partially amended by the board or representative director before the approving shareholders' meeting, or during shareholder approval, due to operational/financial changes in the Split-off Business, plan implementation, the Splitting Company's circumstances, regulator discussions, or applicable law. After approval at the extraordinary shareholders' meeting scheduled for January 15, 2027, certain matters, including (i) trade names, head-office addresses and public-notice method of both companies, (ii) the split schedule, (iii) the split ratio, (iv) the amount of capital/reserves to be reduced, (v) property remaining or transferred and its value, (vi) pre/post-split financial structure, (vii) total new shares to be issued by the New Company, (viii) matters on the New Company's directors/auditors and first-year remuneration limits, (ix) both companies' articles of incorporation, and (x) attachment items including the Succession List, may be amended by board resolution (or representative-director authority) without further shareholder approval before the day preceding the split registration date, where: the Split-off Business's assets/liabilities change or an omission/error in the Succession List is found; the amendment is reasonably necessary and does not disadvantage shareholders of either company; the amendment does not impair the matter's homogeneity; or the split plan itself anticipates the change. Such amendments will be announced or disclosed per applicable law. (2) Matters not specified in the split plan but necessary for the split may be amended/decided and executed by the Splitting Company's board (or a delegated representative director), consistent with the split plan's purpose. (3) The split completion-report meeting and inaugural meeting may be replaced by board resolution and public notice. (4) Dissenting shareholders' appraisal rights: not applicable, as this is a simple/pro-rata split under Articles 530-2 through 530-11 and 530-13 of the Commercial Act. (5) Creditor protection procedures are not required, since under Article 530-9, Paragraph 1 the surviving company and New Company are jointly and severally liable for the Splitting Company's pre-split debts. (6) Handover matters between the companies (including documents, data and other materials related to the Split-off Business) will follow a separate agreement between them. (7) Authority over procedural matters not specified in the split plan rests with the representative director. (8) Transfer of personal data: the New Company will receive all personal data related to the Split-off Business required under the Personal Information Protection Act and other applicable law as of the split date; the Splitting Company will take the procedures required by law, including notice of the transfer, within the required deadlines. * The split schedule may change depending on applicable law, the parties' circumstances, and discussions with relevant institutions. * See the attached split plan for other matters related to this split. Note 1) Financial figures in Sections 6 and 7 above are on a stand-alone basis. Note 2) The most recent fiscal year revenue figures in Sections 6 and 7 are each company's stand-alone revenue for the prior fiscal year (2025), as classified for SK Broadband Co., Ltd.'s internal management accounting purposes.

* This disclosure is the confirmed disclosure corresponding to SK Telecom's "Response to Rumor or Report (Unconfirmed)" disclosures dated August 7, 2026 and July 10, 2026. * Related disclosures: 2026-08-07 Response to Rumor or Report (Unconfirmed); 2026-07-10 Response to Rumor or Report (Unconfirmed) * Related disclosure regulation: Financial Investment Services and Capital Markets Act

[Subsidiary particulars] Subsidiary name: SK Broadband Co., Ltd.; Representative: Kim Seong-su; Principal business: wireline telecommunications; Major subsidiary: Yes; Subsidiary's total assets (KRW): 6,875,581,409,603; Parent's consolidated total assets (KRW): 30,107,782,844,989; Ratio to parent's consolidated total assets: 22.8%