Material event report (merger)

What happened

Material event report / Exchange disclosure obligation matter

BGF Eco Materials Co., Ltd.

To: Financial Services Commission / Korea Exchange

September 1, 2026

Company name: BGF Eco Materials Co., Ltd. Representative director: Hong Jeong-hyeok Head office address: 142 Sangduwon-gil, Jangan-myeon, Hwaseong-si, Gyeonggi-do Phone: 031-499-2195 Website: http://www.bgfecomaterials.com Preparer: (Title) Executive Vice President (Name) Lee Dong-hyun (Phone) 031-499-2195

Merger decision

1. Merger method BGF Eco Materials Co., Ltd. (surviving company) absorbs and merges BGF Eco Solutions Co., Ltd. (dissolved company) - Surviving company: BGF Eco Materials Co., Ltd. (listed company) - Dissolved company: BGF Eco Solutions Co., Ltd. (unlisted company) - Merger type: small-scale merger

2. Merger purpose To improve management efficiency and strengthen business competitiveness through the merger

3. Material impact and effects of the merger 1) Effect on the Company's management Since BGF Eco Materials Co., Ltd. holds 100% of the equity of BGF Eco Solutions Co., Ltd., this merger will proceed as a no-new-share merger in which no merger shares are issued. Accordingly, this merger will have no effect on changes to the surviving company's management control.

2) Effect on the Company's finances and operations From a consolidated-entity perspective, this merger is not expected to have a significant effect on the management, finances, or operations of the surviving company, BGF Eco Materials Co., Ltd.; through the merger of a wholly owned subsidiary, unnecessary costs are expected to be reduced and the decision-making structure rationalized, improving management efficiency and strengthening business competitiveness.

4. Merger ratio BGF Eco Materials Co., Ltd. : BGF Eco Solutions Co., Ltd. = 1.0000000 : 0.0000000 (For a merger involving dissolution of a special purpose acquisition company: the multiple of the listing-day base price of the merger shares relative to the special purpose acquisition company's last trading-day closing price) -

5. Basis for the merger ratio Since the surviving company, BGF Eco Materials Co., Ltd., holds 100% of the equity of the dissolved company, BGF Eco Solutions Co., Ltd., this merger proceeds as a no-new-share merger in which no merger shares are issued and no merger consideration is delivered to shareholders of the dissolved company; the merger ratio was accordingly calculated as 1.0000000 : 0.0000000. - Entity value: Surviving company: - / Dissolved company: -

6. Matters relating to external valuation Whether an external valuation was obtained: not applicable - Basis and reason: the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the "Financial Investment Services and Capital Markets Act," read together with Article 165-4 of the Act, provides that where a company that owns the total issued shares of another company merges with that other company without issuing new shares, an external valuation institution's assessment of the appropriateness of the merger price is not required; since this merger falls under that provision, no external valuation institution's assessment was obtained. - Name of external valuation institution: - - External valuation period: - - External valuation opinion: -

7. Type and number of merger shares (shares) Common shares: - Class shares: -

8. Merger counterparty company Company name: BGF Eco Solutions Co., Ltd. Main business: manufacture of other plastic products Relationship with the Company: subsidiary Financial details for the most recent fiscal year (KRW): Total assets: 24,619,892,077 Capital stock: 9,333,335,000 Total liabilities: 14,613,243,056 Sales: 10,225,423,640 Total equity: 10,006,649,021 Net income: -552,963,779 - Whether externally audited: yes Institution name: Hanul Accounting Corporation Audit opinion: unqualified - (For a merger involving dissolution of a special purpose acquisition company) Representative director: - / Date of establishment: - / Head office address: - / Expected securities registration statement filing date: -

9. Newly established merged company Company name: - Financial details at establishment (KRW): Total assets: - / Total liabilities: - / Total equity: - / Capital stock: - - Sales of the newly established business segment for the most recent fiscal year, on a current basis (KRW): - Main business: - Whether re-listing will be applied for: not applicable

10. Merger schedule Merger agreement date: September 8, 2026 Shareholder record date: September 16, 2026 Shareholder register closure period: start date - / end date - Period for receiving notices of objection to the merger: start date September 22, 2026 / end date October 6, 2026 Expected general shareholders' meeting date: - Appraisal rights exercise period: start date - / end date - Old share certificate submission period: start date - / end date - Expected trading suspension period: start date - / end date - Creditor objection filing period: start date October 30, 2026 / end date November 30, 2026 Merger date: December 1, 2026 Merger completion report meeting date: December 1, 2026 Expected merger registration date: December 2, 2026 Expected new share certificate delivery date: - Expected listing date of new shares: -

11. Whether this constitutes a backdoor listing: No

12. Whether the requirements for a backdoor listing by another company are met: not applicable

13. Matters relating to appraisal rights Exercise requirements: since this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, shareholders of BGF Eco Materials Co., Ltd. are not granted appraisal rights. Expected purchase price: - Exercise procedure, method, period, and location: - Expected payment timing and method: - Matters relating to restrictions on appraisal rights: - Effect on the contract: -

14. Board resolution date (decision date): September 1, 2026 - Independent (outside) director attendance: Present (persons): 1 / Absent (persons): - - Attendance of auditor (audit committee member who is not an independent (outside) director): present

15. Whether a put option or similar agreement was entered into: No - Contract contents: -

16. Whether a securities registration statement must be filed: No - Reason for exemption from filing: since this merger proceeds as a no-new-share merger in which no merger shares are issued, no offering or sale of securities requiring a securities registration statement occurs in the course of this merger. * "Independent director" applies to listed companies and "outside director" to unlisted companies.

17. Future plans for corporate restructuring As of the date of this report, BGF Eco Materials Co., Ltd. has no finalized plans for corporate restructuring that it is pursuing or planning following completion of the merger.

18. Other matters material to investment decisions (1) Since this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, shareholders of BGF Eco Materials Co., Ltd. are not granted appraisal rights, and a general shareholders' meeting for merger approval will not be held; a board resolution will substitute for it. (Scheduled board meeting date for merger approval: October 30, 2026) (2) Under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the Company's total issued shares give written notice of objection to the small-scale merger within two weeks from the date of the small-scale merger announcement, this merger cannot proceed as a small-scale merger, and the progress and schedule of this merger may therefore change. (3) The financial details of the merger counterparty company in "8. Merger counterparty company" above are based on the financial statements as of the end of 2025. (4) The merger completion report meeting in "10. Merger schedule" above is expected to be substituted, pursuant to Article 526, Paragraph 3 of the Commercial Act, by a notice procedure following a board resolution. (5) The "10. Merger schedule" above reflects the expected schedule as of the time of this disclosure and may change due to permits, approvals under relevant laws, and consultations with relevant authorities.

Related disclosures: none

[Detailed statement of material merger matters]

1. Merger overview a. Basic matters relating to the merger (1) Merger counterparty Surviving company after merger Company name: BGF Eco Materials Co., Ltd. Head office address: 142 Sangduwon-gil, Jangan-myeon, Hwaseong-si, Gyeonggi-do Representative director: Hong Jeong-hyeok Listing status: listed on the KOSDAQ market

Dissolved company after merger Company name: BGF Eco Solutions Co., Ltd. Head office address: 185 Parang-ro, Seohae-gu, Incheon Representative director: Hong Jeong-hyeok Listing status: unlisted company

(2) Background and purpose of the merger This is intended to reduce unnecessary costs and achieve efficient management of human and physical resources, thereby improving management efficiency and strengthening business competitiveness, through the absorption merger of BGF Eco Solutions Co., Ltd., which is wholly owned by the surviving company, BGF Eco Materials Co., Ltd. The Company expects this merger's unified structure to generate inter-business synergies that will enhance corporate value.

(3) Whether this constitutes a backdoor listing: not applicable

(4) Material impact and effects on the Company's management, finances, operations, etc. BGF Eco Materials Co., Ltd. owns 100% of the equity of BGF Eco Solutions Co., Ltd., and since the merger proceeds as a no-new-share merger, this merger is not expected to have a significant effect on the management, finances, or operations of the surviving company, BGF Eco Materials Co., Ltd.; management efficiency is expected to increase through the merger of a wholly owned subsidiary. Following this merger, BGF Eco Materials Co., Ltd. remains the surviving company, and there is no change in the composition of its largest shareholder or other shareholders.

(5) Future plans for corporate restructuring As of the date of this report, BGF Eco Materials Co., Ltd. has no finalized matters relating to corporate restructuring that it is currently pursuing or planning after completion of the merger.

(6) Overview of the merger counterparty company Please refer to "2. Matters relating to the merger counterparty company" below.

b. Form of the merger (1) Merger method This merger takes the form of an absorption merger in which the surviving company, BGF Eco Materials Co., Ltd., absorbs BGF Eco Solutions Co., Ltd., and proceeds as a no-new-share merger in which no new shares are issued.

(2) Whether this is a small-scale or simplified merger, and basis Since this merger involves no issuance of new shares, it proceeds as a small-scale merger under Article 527-3 of the Commercial Act, and BGF Eco Materials Co., Ltd.'s general shareholders' meeting approval for the merger is substituted by board approval.

(3) Listing plans of the surviving company after the absorption merger The surviving company, BGF Eco Materials Co., Ltd., is as of the date of this report a company listed on the KOSDAQ market, and there is no change to this after the merger.

(4) Notable matters relating to the merger method Because this merger proceeds under the small-scale merger procedure, if, under Article 527-3, Paragraph 4 of the Commercial Act, a shareholder holding 20% or more of BGF Eco Materials Co., Ltd.'s total issued shares gives written notice of objection to this merger within two weeks from the date of the small-scale merger announcement, the merger cannot proceed as a small-scale merger, and in that case, the progress and schedule of this merger may change. In addition, under Article 527-3, Paragraph 5 of the Commercial Act, shareholders of BGF Eco Materials Co., Ltd. are not granted appraisal rights.

c. Progress and schedule (1) Progress and major schedule Date: Content - Remarks 2026-09-01: Board resolution date for the merger - - 2026-09-01: Announcement of the record date for determining shareholders for objection to the merger - posted on the Company's website 2026-09-08: Merger agreement date - - 2026-09-16: Shareholder record date - - 2026-09-22: Small-scale merger announcement - posted on the Company's website 2026-09-22: Start of receiving notices of objection to the small-scale merger - - 2026-10-06: Deadline for receiving notices of objection to the small-scale merger - - 2026-10-30: Board resolution approving the merger - - 2026-10-30: Announcement and notice of creditor objection filing - posted on the Company's website 2026-11-30: Expiry of the creditor objection filing period - - 2026-12-01: Merger date - - 2026-12-01: Board resolution substituting for the merger completion report meeting - - 2026-12-01: Announcement of the merger completion report - posted on the Company's website 2026-12-02: Expected date of application for merger registration - - * The above schedule may change depending on future consultations with relevant authorities, etc.

(2) Securities registration statement Whether a securities registration statement must be filed: not applicable Reason for exemption from filing: since this merger proceeds as a no-new-share merger in which no merger shares are issued, no offering or sale of securities requiring a securities registration statement occurs in the course of this merger.

d. Conditions for completion of the merger (1) Termination conditions under the merger agreement Article 13 (Termination) (1) Either party company may, at any time before the merger date, terminate this agreement by written agreement with the other party company. (2) If a material change occurs in the assets, liabilities, or management condition of either party company, or there is an unforeseeable material defect, insolvency, or other material change in circumstances relating to the merger, the party companies may adjust the terms of this agreement or terminate this agreement by agreement. (3) If grounds arise making the small-scale merger impossible, the surviving company may terminate this agreement by written notice to the dissolved company within two weeks from the deadline for objections to the small-scale merger; provided, however, that this does not apply where the board of the surviving company resolves, pursuant to the proviso to Article 6, Paragraph 1 of this agreement, to proceed with this merger under the ordinary merger procedure. (4) If this agreement is terminated under paragraphs (1) through (3), neither party company nor its shareholders, officers, employees, agents, or other representatives shall bear any liability in connection with this agreement or transactions under this agreement. (5) If the representations and warranties of either party company (the "breaching party") under this agreement are inaccurate or inconsistent with the facts, and this has caused, or is reasonably expected to cause, a material adverse effect, or if the breaching party 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 party company (the "non-breaching party") demanding cure (provided that this 7-day cure notice applies only where the breach is curable), the non-breaching party may terminate this agreement by written notice to the breaching party. (6) Either party company may terminate this agreement by written notice to the other party company if a government approval necessary for this merger that materially affects either party company's business or this merger is finally denied, or if it is finally determined that the preconditions in Article 12 cannot be satisfied. (7) If this agreement is terminated, except as otherwise provided in this agreement, the party companies shall no longer have rights or bear obligations under this agreement. (8) Notwithstanding termination of this agreement, provisions or rights/obligations intended by their nature to survive (including, without limitation, Articles 13, 17, 18, and 19, Paragraph 3 of this agreement) shall remain in effect.

(2) Possibility that the merger may fail to be approved at the board meeting or general shareholders' meeting for merger approval The surviving company, BGF Eco Materials Co., Ltd., is proceeding with this merger under the small-scale merger procedure of Article 527-3 of the Commercial Act; if approval is not obtained at the board meeting substituting for the general shareholders' meeting for merger approval, the merger agreement may be terminated or its schedule may change. In addition, under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of BGF Eco Materials Co., Ltd.'s total issued shares gives written notice of objection to this merger within two weeks from the date of the small-scale merger announcement, the merger cannot proceed under the small-scale merger procedure, and in that case, the progress and schedule of this merger may change.

e. Regulations or special provisions under relevant laws The surviving company, BGF Eco Materials Co., Ltd., must take all measures necessary or advisable to carry out this merger in accordance with the Commercial Act, the KOSDAQ market regulations, and the creditor protection procedures set out in Article 527-5 of the Commercial Act.

f. Merger price and basis for calculation (1) Merger ratio and price As of the date of filing of this material event report, since BGF Eco Materials Co., Ltd. owns 100% of the equity of BGF Eco Solutions Co., Ltd., this merger is scheduled to proceed as a no-new-share merger in which no merger shares are issued; the merger ratio was calculated as 1.0000000 : 0.0000000, and calculation of a merger price was omitted.

(2) External valuation The proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the "Financial Investment Services and Capital Markets Act" provides that where a company that owns the total issued shares of another company merges with that other company without issuing new shares, an external valuation institution's assessment of the appropriateness of the merger price is not required; since this merger falls under that provision, no external valuation institution's assessment was obtained.

g. Procedures for the merger (1) Allotment of new shares: not applicable (2) Payment of cash consideration, etc.: not applicable (3) Compensation to specific shareholders: not applicable (4) Costs required for the merger, etc.: not applicable (5) Treasury share holdings and treatment: since this merger proceeds as a no-new-share merger in which no merger shares or other merger consideration are issued or delivered, there will be no change in treasury shares after the merger. (6) Treatment of employment relationships: the merging company, BGF Eco Materials Co., Ltd., will, as of the merger date, take over all employees of the merged company, BGF Eco Solutions Co., Ltd., as employees of BGF Eco Materials Co., Ltd. (7) Creditor protection procedures: pursuant to Article 527-5 of the Commercial Act, within two weeks from the date of the board resolution substituting for the Company's general shareholders' meeting, the Company will set and announce a creditor objection filing period of at least one month, and will separately notify known creditors. (8) Other merger conditions: any matters necessary in connection with this merger that are not specified in the merger agreement shall be decided by agreement between the representative directors of the merging party companies, based on the intent of the merger agreement.

h. Interests between the merging party companies, etc. (1) Relationship between the party companies 1) Affiliated company or subsidiary relationship As of the date of this report, the merging party companies are affiliated companies belonging to the "BGF" corporate group, and the surviving company, BGF Eco Materials Co., Ltd., owns 100% of the equity of the dissolved company, BGF Eco Solutions Co., Ltd.; accordingly, BGF Eco Solutions Co., Ltd. is a wholly owned subsidiary of the surviving company.

2) Concurrent officer positions Name - BGF Eco Materials Co., Ltd. (surviving company) - BGF Eco Solutions Co., Ltd. (dissolved company) Hong Jeong-hyeok - Representative director - Representative director Kim Kang-min - In-house director - In-house director Park Hyeon-dal - In-house director - In-house director

3) Whether the largest shareholder of one party company is a related party of the other party company BGF Eco Materials Co., Ltd. owns 100% of the equity of BGF Eco Solutions Co., Ltd.; accordingly, the largest shareholder of BGF Eco Materials Co., Ltd. is a related party of BGF Eco Solutions Co., Ltd.

4) Other matters relating to competitive or complementary business relationships, etc.: not applicable

(2) Transactions between the party companies 1) Debt guarantees: not applicable 2) Provision of collateral: not applicable 3) Sales and purchase transactions (KRW thousand) Company: BGF Eco Materials Co., Ltd. - Counterparty: BGF Eco Solutions Co., Ltd. 2025: Sales, etc. 545,806 / Purchases, etc. - 2024: Sales, etc. 545,806 / Purchases, etc. - 2023: Sales, etc. 741,432 / Purchases, etc. - 4) Receivables and payables (KRW thousand) Company: BGF Eco Materials Co., Ltd. - Counterparty: BGF Eco Solutions Co., Ltd. 2025: Trade receivables - ; Other receivables 29,745; Trade payables - ; Other payables 505,803 2024: Trade receivables - ; Other receivables 37,637; Trade payables - ; Other payables 496,187 2023: Trade receivables - ; Other receivables 60,395; Trade payables - ; Other payables 496,187

(3) Other matters necessary for investor protection Under the merger agreement, the terms of office of directors and the auditor of BGF Eco Materials Co., Ltd. appointed prior to the merger will, notwithstanding Article 527-4 of the Commercial Act, continue until their original terms would otherwise have expired before the merger; accordingly, there will be no change in BGF Eco Materials Co., Ltd.'s management.

2. Matters relating to the merger counterparty company a. Company overview Company name: BGF Eco Solutions Co., Ltd. Date of establishment: September 16, 2011 Representative: Hong Jeong-hyeok Head office address: 185 Parang-ro, Seohae-gu, Incheon Phone number: 032-577-8630 Whether a small/medium enterprise: - Main business: manufacture of other plastic products Credit rating matters: - Listing status: unlisted company

b. Business description BGF Eco Solutions Co., Ltd. was established on October 10, 2011, and its main business is the manufacture of other plastic products, among others.

c. Financial matters (1) Summary statement of financial position for the most recent 3 fiscal years (KRW) Item - 15th fiscal year (Dec 31, 2025) - 14th fiscal year (Dec 31, 2024) - 13th fiscal year (Dec 31, 2023) Assets I. Current assets: 18,618,914,596 / 17,762,264,185 / 19,642,980,241 II. Non-current assets: 6,000,977,481 / 6,212,345,116 / 4,308,328,629 Total assets: 24,619,892,077 / 23,974,609,301 / 23,951,308,870 Liabilities I. Current liabilities: 14,532,598,466 / 12,877,652,529 / 12,480,139,247 II. Non-current liabilities: 80,644,590 / 547,032,001 / 1,069,297,135 Total liabilities: 14,613,243,056 / 13,424,684,530 / 13,549,436,382 Equity I. Capital stock: 9,333,335,000 / 9,333,335,000 / 9,333,335,000 II. Capital surplus: 9,739,650,353 / 9,739,650,353 / 9,739,650,353 III. Retained earnings (deficit): (9,066,336,332) / (8,523,060,582) / (8,671,112,865) Total equity: 10,006,649,021 / 10,549,924,771 / 10,401,872,488

(2) Summary income statement for the most recent 3 fiscal years (KRW) Item - FY2025 (Jan 1-Dec 31, 2025) - FY2024 (Jan 1-Dec 31, 2024) - FY2023 (Jan 1-Dec 31, 2023) Sales: 10,225,423,640 / 12,030,581,930 / 14,721,991,800 Cost of sales: 8,925,069,200 / 9,440,957,135 / 3,416,947,627 Gross profit (loss): 1,300,354,440 / 2,589,624,795 / 1,305,044,173 Selling and administrative expenses: 1,548,897,261 / 1,391,426,769 / 2,009,555,244 Operating income (loss): (248,542,821) / 1,198,198,026 / (704,511,071) Non-operating income: 710,446,941 / 414,660,559 / 903,123,641 Non-operating expenses: 1,014,664,750 / 1,414,791,705 / 753,717,602 Income (loss) before income tax: (552,760,630) / 198,066,880 / (555,105,032) Income tax expense: 203,149 / 32,762,365 / - Net income (loss): (552,963,779) / 165,304,515 / (555,105,032)

(3) External auditor's audit opinion Fiscal year - Auditor - Audit opinion - Notes in the audit report 2025 - Hanul Accounting Corporation - Unqualified - - 2024 - Hanul Accounting Corporation - Unqualified - - 2023 - Hanul Accounting Corporation - Unqualified - -

d. Matters relating to the board and other corporate bodies As of the date of this material event report, BGF Eco Solutions Co., Ltd.'s board consists of 3 in-house directors, with no separate committees established within the board, and it has 1 auditor. Position - Name - Date of appointment (reappointment) - Remarks In-house director (Representative director) - Hong Jeong-hyeok - 2026-03-24 - - In-house director - Park Hyeon-dal - 2026-03-24 - - In-house director - Kim Kang-min - 2026-03-24 - - Auditor - Kim Mi-ran - 2026-03-24 - - * The "date of appointment (reappointment)" above is stated as of the reappointment date.

e. Matters relating to shareholders As of the date of this material event report, BGF Eco Solutions Co., Ltd.'s largest shareholder and the surviving company, BGF Eco Materials Co., Ltd., owns 100% of the total issued shares of BGF Eco Solutions Co., Ltd., comprising common shares and redeemable convertible preferred shares. (Unit: shares) Shareholder - Common shares - Redeemable convertible preferred shares - Total - Ownership ratio BGF Eco Materials Co., Ltd. - 1,866,667 - 266,667 - 2,133,334 - 100.00%

f. Matters relating to officers and employees As of the date of this material event report, BGF Eco Solutions Co., Ltd. has 40 officers and employees, including 3 registered officers and 1 auditor.

g. Matters relating to affiliated companies, etc. As of the date of this report, BGF Eco Solutions Co., Ltd. belongs to the same "BGF" corporate group as BGF Eco Materials Co., Ltd. For details on affiliated companies, please refer to BGF Eco Materials Co., Ltd.'s "Semiannual Report (June 2026)" disclosed on the Financial Supervisory Service's electronic disclosure system (DART).

h. Other matters necessary for investor protection (1) Material litigation: none as of the date of filing of this material event report. (2) Other contingent liabilities, etc.: none as of the date of filing of this material event report. (3) Sanctions status: none as of the date of filing of this material event report.