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A later amendment corrects this filing, so the terms on this page may be out of date.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 (2026-10-19) →

What happened

FILER: Woosung Co., Ltd. ("Woosung") CEO: Han Jae-gyu Head office: 1027 Hanbat-daero, Ojeong-dong, Daedeok-gu, Daejeon (Tel 042-670-1724; website http://www.wsgroup.co.kr) Report preparer: Kang Tae-yeop, Head of Management Support Division (Tel 042-670-1724) Submission date: September 4, 2026 To: Financial Services Commission / Korea Exchange

DECISION ON COMPANY MERGER

1. Merger method Woosung Co., Ltd. will absorb and merge Woosung Distribution Co., Ltd. - Surviving company (merging entity): Woosung Co., Ltd. (KOSPI-listed) - Dissolving company (merged entity): Woosung Distribution Co., Ltd. (unlisted) - Name of surviving company after merger: Woosung Co., Ltd. (unchanged) - Special merger type (e.g., SPAC dissolution merger): not applicable

2. Purpose of merger The distribution business formerly run by Woosung Distribution will be internalized into Woosung, integrating the feed-farm-distribution livestock/food value chain within a single organization. This is intended to create cross-business synergy, strengthen sales competitiveness, build a stable earnings structure, secure future growth drivers, and raise both profitability and growth potential.

3. Material impact and effect of the merger (1) Impact on management Woosung Distribution's shareholders will receive Woosung shares in proportion to the merger ratio for shares held as of the merger date (no new shares are issued; consideration is paid in treasury stock). As of the filing date, Woosung's largest shareholder is Jeong Bo-yeon, holding 12.73% (38.37% including related parties); Woosung Distribution's largest shareholders are Jeong Jun-yeong and Jeong Jun-seop, each holding 133,000 shares (50.00% each). After the merger, Woosung's largest shareholder is expected to be Jeong Jun-seop with 14.40% (49.62% including related parties); this is not a change of control, since Jeong Jun-seop is already a related party of Jeong Bo-yeon. Woosung Distribution will dissolve after the merger; Woosung will remain as the surviving company and succeed all of Woosung Distribution's rights, obligations and status. Because the merger consideration is paid in treasury stock, Woosung's total issued shares (3,090,000 shares) will not change.

(2) Impact on finance and business Woosung's business already spans feed manufacturing, animal pharmaceuticals, distribution and logistics across the livestock value chain, but because each stage currently operates as a separate legal entity, some profit/loss is not consolidated and information-sharing and decision-making are fragmented across entities. Woosung Distribution is a core affiliate (other related-party company) handling livestock-product distribution and the livestock integration business; internalizing it is expected to simplify the equity structure among affiliates, improve governance efficiency, make more effective use of existing human and physical resources, and support sustainable growth. Woosung will keep its company name after the merger and will succeed the employment and related legal relationships (employment contracts, etc.) of all Woosung Distribution employees as of the merger date.

4. Merger ratio Woosung common stock : Woosung Distribution common stock = 1 : 1.8702948 (Note: for a SPAC dissolution merger, this would be expressed as the multiple of the listing-day reference price of the merger-issued new shares versus the SPAC's last trading-day closing price, not applicable here.)

5. Basis for the merger ratio The merger value was calculated under Capital Markets Act Article 165-4 (Special Provisions on Mergers) and its Enforcement Decree Article 176-5(1)(1) and (2)(a)-(b), and the Regulation on Issuance and Disclosure of Securities Article 5-13 and its Enforcement Rules Articles 4-8.

(1) Woosung common stock merger value A listed company's merger value is, in principle, its base market price, but Enforcement Decree Article 176-5(1)(2)(a) allows the asset value to be used instead where the base market price is lower than the asset value. Because Woosung's base market price was below its asset value, the merger parties decided to use asset value as Woosung's merger value, in the interest of minority and other stakeholders. - Base market price: KRW 15,860 - Asset value: KRW 71,516 - Merger value: KRW 71,516

[Base market price calculation for Woosung] Woosung's base market price was calculated under Enforcement Decree Article 176-5(1)(1) and (2), using as the reference date the day before the earlier of the board resolution date (September 4, 2026) and the merger agreement date (September 4, 2026), i.e., September 3, 2026, as the simple average of: the 1-month volume-weighted average closing price, the 1-week volume-weighted average closing price, and the most recent closing price. - 1-month volume-weighted average closing price (August 4, 2026 - September 3, 2026): KRW 15,962 - 1-week volume-weighted average closing price (August 28, 2026 - September 3, 2026): KRW 15,786 - Most recent closing price (September 3, 2026): KRW 15,830 - Base market price (simple average): KRW 15,860

[Asset value calculation for Woosung] - Asset value: KRW 71,516 A. Total equity per the most recent fiscal year-end separate financial statements: KRW 161,913,686,606 B. Adjustment items (additions minus deductions): KRW 59,070,091,336 C. Adjusted net asset value (A+B): KRW 220,983,777,942 D. Total common shares outstanding: 3,090,000 shares E. Net asset value per common share (C/D): KRW 71,516 Full details of Woosung's merger value are available in the external appraiser's report attached to this filing.

(2) Woosung Distribution common stock merger value Woosung Distribution, as an unlisted company, was appraised by an external appraiser under Enforcement Decree Article 176-5(1)(2)(b). Its merger value was set as the "intrinsic value", the weighted arithmetic average of asset value and income value in a 1:1.5 ratio. Relative value was analyzed for comparison purposes only, but was not used because fewer than 3 comparable companies existed. - Intrinsic value: KRW 133,756 A. Asset value: KRW 48,764 B. Income value: KRW 190,418 C. Intrinsic value [(A×1+B×1.5)/2.5]: KRW 133,756 D. Relative value: not applicable E. Merger value: KRW 133,756 Full details of Woosung Distribution's merger value are available in the external appraiser's report attached to this filing.

(3) Result The per-share valuations underlying the merger ratio were KRW 71,516 for Woosung and KRW 133,756 for Woosung Distribution (par value KRW 5,000 per share for both). The resulting merger ratio was set at Woosung : Woosung Distribution = 1 : 1.8702948. Because the surviving company pays the merger consideration in treasury stock, no new shares will be issued in this merger. - Company values: surviving company (Woosung) KRW 220,984,440,000; dissolving company (Woosung Distribution) KRW 35,579,096,000.

6. External appraisal - External appraisal conducted: Yes - Basis and reason: Under Capital Markets Act Article 165-4 and Enforcement Decree Article 176-5, because a listed company is merging with an unlisted company and remaining listed, an external appraiser's review of the merger value's appropriateness was required. - External appraiser: EY Han Young (Hanyoung Accounting Corporation) - Appraisal period: March 20, 2026 - August 28, 2026 - Appraisal opinion: EY Han Young reviewed whether the merger ratio proposed by Woosung and Woosung Distribution was calculated per the statutory method under Capital Markets Act Enforcement Decree Article 176-5 and the Regulation on Issuance and Disclosure of Securities Article 5-13 and its Enforcement Rules Articles 4-8, based on Woosung's audited K-IFRS separate financial statements and share-price data for the fiscal year ended December 31, 2025, Woosung Distribution's audited K-GAAP separate financial statements (converted to K-IFRS) for the same fiscal year, the five-year (2026-2030) business plan, and the business reports of listed companies in the same KRX sub-industry classification as Woosung Distribution ("comparable companies"). The per-share valuations underlying the merger ratio were appraised at KRW 71,516 for Woosung (par value KRW 5,000) and in the range of KRW 124,992 to KRW 141,850 for Woosung Distribution (par value KRW 5,000), giving an appraised merger-ratio range of 1:1.7477538 to 1:1.9834840. The agreed merger ratio of 1:1.8702948 was therefore judged appropriate, and the review found no indication that the merger value had been calculated in violation of the statutory valuation method in any material respect.

7. Type and number of new merger shares Common stock: none (no new shares will be issued; no shares of other classes either)

8. Merger counterparty Company name: Woosung Distribution Co., Ltd. Main business: livestock product brokerage and the livestock integration business Relationship to filer: affiliate Most recent fiscal year financial figures (KRW): total assets 23,329,831,175; capital stock 1,730,000,000; total liabilities 11,147,469,065; revenue 257,914,576,153; total equity 12,182,362,110; net income 2,318,749,602 External auditor: Samil PricewaterhouseCoopers; audit opinion: unqualified (The remaining items in this section, representative director, date of establishment, head office, planned securities-registration-statement filing date, are not applicable, as this is a SPAC-dissolution-merger-only field set.)

9. New company formed by the merger (merger by establishment of a new entity): not applicable (this is an absorption-type merger; no new entity is being formed, and there is no re-listing application)

10. Merger schedule - Merger agreement date: September 4, 2026 - Shareholder record date: September 22, 2026 - Shareholder register closing period: not applicable - Notice-of-dissent (appraisal rights) reception period: October 14, 2026 - October 28, 2026 - Shareholders' meeting date: October 29, 2026 - Appraisal-rights exercise period: October 29, 2026 - November 18, 2026 - Old share certificate submission period: not applicable - Trading suspension period: not applicable - Creditor objection period: October 30, 2026 - November 30, 2026 - Merger date: December 1, 2026 - Final closing report meeting: December 1, 2026 - Merger registration date (planned filing date): December 1, 2026 - New share certificate delivery date / new share listing date: not applicable (no new shares issued)

11. Backdoor listing: No

12. Whether another company's backdoor-listing requirements are met: not applicable

13. Appraisal (dissenters') rights Exercise requirements: (1) Woosung (KOSPI-listed): Under Commercial Act Article 522-3 (appraisal rights of dissenting shareholders in a merger; newly inserted December 29, 1995, title amended December 1, 2015) and Capital Markets Act Article 165-5, a shareholder of record as of the record date who notifies the company in writing of dissent from the board's merger resolution before the shareholders' meeting (October 29, 2026) may, within 20 days of the resolution date, demand in writing that the company purchase all or part of the shares held. Once exercised, the demand 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 limited to shares either proven to have been acquired before the board resolution was publicly disclosed, or proven to have been the subject of a purchase contract, loan-for-consumption termination, or other acquisition-related legal act by the business day after disclosure, and continuously held through the exercise date; shares sold and reacquired within that period lose the right. A shareholder who gave advance written notice of dissent but then votes in favor of the merger at the shareholders' meeting may not exercise appraisal rights. As a KOSPI-listed company, Woosung must purchase the tendered shares within one month after the appraisal-rights exercise period ends, per Capital Markets Act Article 165-5(2). (2) Woosung Distribution: because the merger will proceed by unanimous shareholder consent under Commercial Act Article 527-2, no appraisal rights will arise for its shareholders. Expected purchase price: KRW 18,313 per share (for Woosung common stock) Exercise procedure, method, period and location (condensed): dissenting Woosung shareholders of record must notify the company in writing by the day before the shareholders' meeting (brokerage-held "beneficial" shareholders must notify their securities firm); the demand to purchase must be filed in writing within 20 days of the resolution date. Record date: September 22, 2026. Notice-of-dissent period: October 14, 2026 - October 28, 2026. Shareholders' meeting: October 29, 2026. Appraisal-rights exercise period: October 29, 2026 - November 18, 2026. Reception location: Woosung Building, 7th floor, 1027 Hanbat-daero, Ojeong-dong, Daedeok-gu, Daejeon (brokerage-held shareholders file through their securities firm). Payment timing: Woosung expects to pay the purchase price on December 17, 2026 (subject to change). Payment method: cash or transfer to the shareholder's registered account (for shareholders of record holding special accounts), or transfer to the shareholder's account at the relevant securities firm (for brokerage-held shareholders). Restriction affecting the contract: if the merger approval is voted down at the shareholders' meeting, appraisal rights lapse and the merger agreement does not take effect. If the total amount payable by Woosung for appraisal-rights purchases is expected to exceed KRW 10,000,000,000, Woosung (the surviving company) may terminate the merger agreement by written notice to Woosung Distribution.

14. Board resolution (decision) date: September 4, 2026 - Independent (outside) directors present: 3; absent: 0 - Auditor (non-independent-director audit committee member) attendance: not applicable

15. Put option or similar contract: No

16. Securities registration statement required: No - Reason for exemption: This merger does not issue or deliver new merger shares; instead, 497,498 treasury shares of Woosung are delivered to Woosung Distribution's shareholders as merger consideration (a merger without a capital increase). Because no offering (new share issuance) subject to a registration statement occurs, and the recipients of the treasury shares (Woosung Distribution's shareholders) number fewer than 50 (and no one has otherwise been solicited to subscribe for Woosung shares other than by offering or sale within the past six months), this also does not constitute a "sale" requiring a registration statement; the filing obligation is therefore exempted.

17. Future plans for corporate restructuring As of the filing date, no specific restructuring plans following completion of the merger have been determined. Any future resolution on specific restructuring matters will be disclosed per applicable disclosure rules.

18. Other important matters for investment judgment (condensed) (1) This merger is conditioned on shareholder approval, at the October 29, 2026 extraordinary general meeting, of a treasury-stock disposal/retention plan authorizing Woosung to deliver its treasury shares as merger consideration; if that plan is not approved, the merger may not proceed. (2) Under Commercial Act Articles 522 and 434, merger approval requires a special resolution, at least two-thirds of the voting rights present and at least one-third of total issued shares, at each company's shareholders' meeting; failing this, the merger may collapse. (3) The counterparty's (Woosung Distribution's) most recent-fiscal-year financial figures are based on its separate financial statements as of the end of 2025. (4) The final closing report meeting will be replaced by a board resolution and public notice procedure under Commercial Act Article 526(3). (5) The "merger registration date" in the schedule above is the planned filing date for the merger registration. (6) The schedule above is as expected as of the filing date and may change due to required governmental approvals or consultations with relevant authorities. (7) The expected appraisal-rights purchase price in Section 13 is per common share of Woosung; see "(4) Appraisal rights" under "Detailed Merger Matters" below for its calculation basis. (8) Matters not addressed in the merger agreement, and other necessary procedures, will be handled by agreement between the parties' representative directors, provided this does not affect the merger terms. (9) Between the agreement date and the merger date, the agreement may be amended by mutual consent of the parties if consultation with or requirements from relevant authorities, unforeseeable natural disasters, sharp changes in economic conditions, material changes in business condition, or other circumstances requiring amendment arise. (10) If the shareholders' meeting votes down the merger, appraisal rights lapse and the merger agreement does not take effect. (11) Conditions precedent and termination clauses in the merger agreement are summarized as follows. [From the merger agreement] Conditions precedent (Article 13): the obligations of the surviving company ("Woosung") and dissolving company ("Woosung Distribution") are conditioned on, by the merger date: (1) all required board and shareholder approvals (including approval of the treasury-stock disposal plan) being obtained and statutory requirements being materially satisfied; (2) all government approvals needed by the merger date or registration date being completed; (3) each party's representations and warranties remaining materially true as of the agreement date and merger date; (4) each party having materially performed its covenants due by the merger date; (5) no material adverse change in either party's assets, performance, business condition or outlook since signing; (6) no court or government order prohibiting or materially restricting the transaction. Either party may waive any condition in writing. Termination (Article 16): the parties may terminate by mutual written agreement at any time before the merger date. Either party may terminate by written notice to the other if: (1) either party's shareholders' meeting fails to approve the merger; (2) the other party materially breaches a representation, warranty, covenant or other obligation and fails to cure within 10 business days of written demand (where curable); (3) a court or government agency issues a final, non-appealable order prohibiting the merger; (4) a required government approval is not obtained, or is obtained subject to conditions reasonably expected to cause a material adverse change or that are impossible or highly difficult to satisfy; (5) a natural disaster or other cause produces a material adverse change in either party's assets or business condition between signing and the merger date; (6) (by the surviving company only) the total appraisal-rights purchase price is expected to exceed KRW 10,000,000,000; (7) a condition precedent under Article 13 is not satisfied by the merger date. The agreement cannot be terminated by either party after the merger registration date under any circumstance. (12) Special committee for minority shareholder protection (condensed): To fulfil directors' duty of loyalty under Commercial Act Article 382-3 and to implement fairness-enhancing measures recommended in the Ministry of Justice's "Guidelines on Directors' Conduct in Corporate Restructuring," Woosung's board on August 11, 2026 formed a special committee of its three independent directors, Lee Jeong-gi (accounting/finance; partner, Samduk Accounting Corporation; previously at Samil PwC's audit division, 2005.12-2007.08 and 2009.07-2016.06; Samduk partner since 2016.06), Jang Jun-hee (law; attorney, Dongin Law Firm; 31st class of the Judicial Research and Training Institute (2002); Senior Prosecutor, Incheon District Prosecutors' Office, 2021.07-2022.07; seconded prosecutor, Korean Institute of Criminology and Justice, 2022.07-2023.06; Dongin attorney since 2023), and Han Hyun-seop (academia; professor, Kunsan National University; previously a researcher and then head of the Feed Research Center at the National Institute of Fisheries Science, 1997.09-2012.08 and 2012.08-2018.03; Kunsan National University professor since 2018.03), adopting special-committee operating rules the same day. Before formal establishment, the same three independent directors had reviewed the matter as the audit committee from January 23, 2026, selecting Samjong KPMG (merger-ratio and synergy review, selected February 2026) and EY Han Young (external appraiser, selected February 2026) as independent financial advisors; Woosung's long-standing legal advisor, Lee & Ko, was separately retained from July 2025 for legal review of the merger. All three advisors were confirmed independent of Woosung and Woosung Distribution (no recent audit relationship, no material pre-existing engagement, no shareholding in either company, no success-fee arrangement, and no compensation from the counterparty) and professionally qualified. The committee met on January 23, 2026; February 3, 2026; August 11, 2026; August 26, 2026; and September 3, 2026, reviewing Samjong KPMG's interim merger-ratio findings and EY Han Young's final appraisal opinion. On September 3, 2026 the committee resolved that: the merger values (Woosung KRW 71,516; Woosung Distribution KRW 133,756) and merger ratio (1:1.8702948) were appropriate, consistent with EY Han Young's appraisal range; the KRW 10,000,000,000 cap on total appraisal-rights payments was appropriate; the proposed appraisal-rights purchase price (a 15% premium over the base purchase price) was appropriate; and the merger agreement's other terms (including articles-of-incorporation amendments and new in-house director appointments) were acceptable. This was reported to, and adopted by, Woosung's board on September 4, 2026, which found the merger's purpose and necessity, the fairness of the merger value and ratio, and the fairness of the process to be satisfactory, including because the special committee (through its predecessor audit committee) began substantive review well before the economic terms were fixed, so the committee's establishment did not follow (and could not have been used to rubber-stamp) an already-decided deal. The committee also considered alternatives to the merger, (i) retaining the existing affiliate structure without merging, and (ii) acquiring the distribution business via equity or business-asset purchase, and concluded the merger was superior because it fully integrates the value chain without any cash outlay (being paid entirely in treasury stock), whereas alternative (i) leaves the fragmentation and decision-delay problems unresolved and alternative (ii) would require substantial cash or new borrowing while falling short of full integration. Woosung's sole interested director, in-house director Jeong Jun-seop, did not attend the board meetings on this matter to preserve independence and fairness of the board's deliberation and resolution. (13) Independent outside-expert review (condensed): Lee & Ko's specific engagement activity included legal opinions delivered on October 31, 2025, December 17, 2025, and June 26, 2026; board attendance and legal Q&A on April 23, 2026; and further legal advice from August 31 to September 3, 2026, a total of 9 personnel over the period July 22, 2025 to September 3, 2026, totaling 414 hours. Lee & Ko's opinion (excerpted) stated that, given the merger's necessity/reasonableness and that the merger value was calculated per the statutory Capital Markets Act formula with no indication that it failed to properly reflect Woosung's real value, treating the merger-value calculation itself as a breach of directors' duty of loyalty to shareholders would not be reasonable, while recommending that internal review records clearly document that directors considered the interests of all shareholders equally. Samjong KPMG (financial advisor) deployed 5 personnel over March 3, 2026 to September 3, 2026, totaling 706 hours (external appraisal was not a statutory requirement for Samjong's engagement). EY Han Young (external appraiser) deployed 4 personnel over February 23, 2026 to September 3, 2026, totaling 375 hours (external appraisal was a statutory requirement for this engagement, as noted in Section 6 above). Both reviewed valuation methodology, requested and verified Woosung's and Woosung Distribution's historical financial data and comparable-company data (through late August 2026), then reported valuation methodology and final merger-ratio analysis to the special committee and board on September 3-4, 2026. Valuation methodology: Woosung's base market price was computed as described in Section 5 above. Woosung Distribution's intrinsic value weighted asset value and income value 1:1.5 per the Enforcement Rules to the Regulation on Issuance and Disclosure of Securities, Articles 4-6, as of an analysis date five business days before the filing date. Asset value followed Enforcement Rules Article 5 (net asset value per share, with statutory adjustments to the prior fiscal year-end balance sheet equity for items such as non-recoverable assets, unlisted/listed investment securities marked to fair value, retirement-benefit shortfalls, impairments, treasury stock, non-controlling interests, and post-year-end capital transactions). Income value used the discounted-cash-flow method (rather than a dividend-discount or earnings-discount approach) because Woosung Distribution lacked a consistent dividend record and its 2-year profit outlook did not fit an earnings-discount approach suited to low-growth, stable-earnings companies. [Samjong KPMG merger-ratio adequacy summary] (KRW per share, multiples) Woosung - Base market price: 15,860; Asset value: 71,516; Merger value: 71,516 Woosung Distribution - Intrinsic value: 133,756; Asset value: 48,764; Income value: 190,418; Merger value: 133,756 Merger ratio: 1 : 1.8702948 [EY Han Young merger-ratio adequacy summary] (KRW, minimum-maximum range) Woosung - Base market price: 15,860; Asset value: 71,516; Merger value: 71,516 (both minimum and maximum) Woosung Distribution - Intrinsic value: minimum 124,992 / maximum 141,850; Asset value: 48,764 (both); Income value: minimum 175,810 / maximum 203,908; Merger value: minimum 124,992 / maximum 141,850 Merger ratio range: minimum 1 : 1.7477538 / maximum 1 : 1.9834840 (Source: EY analysis) EY Han Young's opinion (excerpted) concluded that, as of September 3, 2026, the merger ratio (1.8702948) implied by the Capital Markets Act merger values (Woosung KRW 71,516; Woosung Distribution KRW 133,756) fell within EY's appraised appropriate range, so the merger ratio was judged appropriate. (14) Shareholder communication (condensed): Woosung CEO Han Jae-gyu will post a shareholder letter explaining the merger's background, purpose and effect on shareholder and customer value to Woosung's website (www.wsgroup.co.kr) on October 14, 2026. Following the September 4, 2026 disclosure, Woosung will respond to shareholder questions via its IR phone line and email. (15) As of the filing date, Woosung is a KOSPI-listed company and will remain listed after the merger. Woosung Distribution is unlisted as of the filing date and will dissolve upon completion of the merger. No related prior disclosures.

[DETAILED MERGER MATTERS]

1. Merger overview (1) Basic matters (a) Counterparty Surviving company: Woosung Co., Ltd. - head office 1027 Hanbat-daero, Ojeong-dong, Daedeok-gu, Daejeon; CEO Han Jae-gyu; KOSPI-listed. Dissolving company: Woosung Distribution Co., Ltd. - head office 16F, Unit 1605 and part of Unit 1604, 121 Dongtan-daero 23-gil, Dongtan-gu, Hwaseong-si, Gyeonggi-do (Yeongcheon-dong, Woomi Nubem); Representatives Seo Han-seok and Jeong Jun-yeong; unlisted.

(b) Background: as described in Section 2 above, internalizing the distribution business to integrate the feed-farm-distribution value chain, creating synergy and strengthening competitiveness, profitability and growth.

(c) Backdoor listing: not applicable.

(d) Material impact on management, finance and business As described in Section 3 above. The table below sets out the resulting change in the holdings of Woosung's largest shareholder and related parties.

[Ownership of largest shareholder and related parties before/after the merger] (as of the filing date) (unit: shares, %) Jeong Bo-yeon (Woosung's largest shareholder): Woosung before 393,454 shares (12.73%); Woosung Distribution before - (-); Woosung after 393,454 shares (12.73%) Kim Mi-o (related party): Woosung before 35,300 shares (1.14%); Woosung Distribution before - (-); Woosung after 35,300 shares (1.14%) Jeong Jun-yeong (related party): Woosung before 194,950 shares (6.31%); Woosung Distribution before 133,000 shares (50.00%); Woosung after 443,699 shares (14.36%) Jeong Jun-seop (related party): Woosung before 196,144 shares (6.35%); Woosung Distribution before 133,000 shares (50.00%); Woosung after 444,893 shares (14.40%) Bae So-jo (related party): Woosung before 5,000 shares (0.16%); Woosung Distribution before - (-); Woosung after 5,000 shares (0.16%) Ryu Hae-jeong (related party): Woosung before 28,096 shares (0.91%); Woosung Distribution before - (-); Woosung after 28,096 shares (0.91%) Ji Pyeong-eun (related party): Woosung before 52,288 shares (1.69%); Woosung Distribution before - (-); Woosung after 52,288 shares (1.69%) Shin Gyeong-min (related party): Woosung before 17,000 shares (0.55%); Woosung Distribution before - (-); Woosung after 17,000 shares (0.55%) Ji Yong-seok (related party): Woosung before 669 shares (0.02%); Woosung Distribution before - (-); Woosung after 669 shares (0.02%) Shin Hwa-jin (related party): Woosung before 11,100 shares (0.36%); Woosung Distribution before - (-); Woosung after 11,100 shares (0.36%) Jeong Sun-hye (related party): Woosung before 3,370 shares (0.11%); Woosung Distribution before - (-); Woosung after 3,370 shares (0.11%) Jeong Sun-ok (related party): Woosung before 15,300 shares (0.50%); Woosung Distribution before - (-); Woosung after 15,300 shares (0.50%) Woosung Yanghaeng Co., Ltd. (affiliate): Woosung before 50,528 shares (1.64%); Woosung Distribution before - (-); Woosung after 50,528 shares (1.64%) Woosung Distribution (affiliate; note 2): Woosung before 149,813 shares (4.85%); Woosung Distribution before - (-); Woosung after - (-) Woosung Food Co., Ltd. (affiliate; note 3): Woosung before 32,527 shares (1.05%); Woosung Distribution before - (-); Woosung after 32,527 shares (1.05%) Total, largest shareholder and related parties: Woosung before 1,185,539 shares (38.37%); Woosung Distribution before 266,000 shares (100.00%); Woosung after 1,533,224 shares (49.62%) General shareholders, total: Woosung before 1,408,217 shares (45.57%); Woosung after 1,408,217 shares (45.57%) Treasury stock: Woosung before 496,244 shares (16.06%); Woosung after 148,559 shares (4.81%) Total shares issued: Woosung before 3,090,000 shares (100.00%); Woosung Distribution before 266,000 shares (100.00%); Woosung after 3,090,000 shares (100.00%) (Note 1: post-merger figures use the shares expected to be delivered as treasury stock as of the filing date and may change. Note 2: Woosung shares held by Woosung Distribution become Woosung's treasury stock after the merger. Note 3: under Commercial Act Article 342-2, Woosung Food Co., Ltd., which will become Woosung's subsidiary after the merger, must dispose of its Woosung shares within six months of the merger date; Article 342-2 generally bars a subsidiary from holding more than 50% of a parent's shares except in specified cases such as mergers, and requires disposal within six months, per the article as newly inserted April 10, 1984.) Woosung Distribution will dissolve after the merger, with Woosung succeeding its business as-is. No restructuring is confirmed as of the filing date; however, because Woosung will continue Woosung Distribution's main business, Woosung's articles of incorporation will add "brokerage of agricultural, livestock and marine products" and "livestock integration business" as stated purposes.

(e) Impact on finance and business The merger is expected to diversify Woosung's revenue structure, spread industry-specific risk, and improve management efficiency through more effective use of combined human and physical resources, positively affecting Woosung's financial position and enterprise value.

[Pre/post-merger balance sheet, estimated] (as of December 31, 2025) (unit: million KRW) Current assets: Woosung before 30,063; Woosung Distribution before 14,866; Woosung after (estimated) 44,265 Non-current assets: Woosung before 157,573; Woosung Distribution before 8,859; Woosung after (estimated) 165,796 Total assets: Woosung before 187,636; Woosung Distribution before 23,725; Woosung after (estimated) 210,061 Current liabilities: Woosung before 18,630; Woosung Distribution before 11,027; Woosung after (estimated) 29,657 Non-current liabilities: Woosung before 7,092; Woosung Distribution before 104; Woosung after (estimated) 7,433 Total liabilities: Woosung before 25,722; Woosung Distribution before 11,131; Woosung after (estimated) 37,090 Total equity: Woosung before 161,914; Woosung Distribution before 12,594; Woosung after (estimated) 172,971 Total liabilities and equity: Woosung before 187,636; Woosung Distribution before 23,725; Woosung after (estimated) 210,061 (Source: data provided by the merging parties, DART business and audit reports. Woosung's figures are its audited K-IFRS separate financial statements as of December 31, 2025; Woosung Distribution's figures are its K-GAAP financial statements converted to K-IFRS. The estimated post-merger balance sheet may differ from the actual merger-date balance sheet.)

(f) Impact on shareholder value: no new merger shares will be issued or delivered, so Woosung's total common shares issued remains 3,090,000.

(g) Future restructuring plans: none determined as of the filing date; any future resolution will be disclosed per applicable rules.

(h) Counterparty overview: see Section 2 ("Matters concerning the merger counterparty") below.

(i) Merger type and method: Woosung will absorb and merge Woosung Distribution; Woosung continues as the surviving company and Woosung Distribution dissolves. This is not a small-scale merger nor a simplified (short-form) merger. Dissenting shareholders of record as of the record date may, after giving written notice of dissent before the shareholders' meeting, demand in writing within 20 days of the resolution date that the company purchase their shares; the right lapses for shares sold and reacquired during the holding period, cannot be withdrawn without the company's consent, and is unavailable to a dissenting shareholder who later votes for the merger. Notice of the shareholders' meeting must be given at least two weeks before the meeting (stating date, place and agenda); per Commercial Act Article 542-4, notice to shareholders holding 1% or less of voting shares may instead be given by public notice on the DART electronic disclosure system two weeks before the meeting. Merger approval requires a special resolution (at least two-thirds of voting rights present and at least one-third of total issued shares); failing this, or failing required governmental approvals, or if a termination condition is triggered, the merger may collapse.

(j) Progress and schedule Progress: September 4, 2026 - merger board resolutions at both companies; merger agreement signed; Report on Major Matters (merger decision) filed. Schedule (identical for Woosung and Woosung Distribution): merger board resolution and merger agreement, September 4, 2026; public notice/notification of the shareholder record date, September 4, 2026; shareholder record date, September 22, 2026; notice-of-dissent reception period, October 14, 2026 to October 28, 2026; shareholders' meeting for merger approval, October 29, 2026; appraisal-rights exercise period, October 29, 2026 to November 18, 2026; creditor-objection public notice/notification, October 30, 2026; creditor-objection period, October 30, 2026 to November 30, 2026; merger date, December 1, 2026; final closing shareholders' meeting, December 1, 2026; merger (dissolution) registration date, December 1, 2026. (Note 1: the merger/dissolution registration date is the planned filing date for registration. Note 2: public notice will be given on Woosung's website and, for Woosung Distribution, in the Suwon-based daily newspaper Gyeongin Ilbo, per each company's articles of incorporation. Note 3: the final closing shareholders' meeting may be replaced by board resolution and public notice under Commercial Act Article 526(3).) Securities registration statement: not required, for the reasons given in Section 16 above (no new shares issued; 497,498 treasury shares delivered to fewer than 50 recipients). See "(3) Investment risk factors" below for merger-completion conditions and applicable statutory restrictions/exceptions.

(2) Merger value and basis for calculation As set out in Section 5 above: Woosung (KOSPI-listed) used asset value under Capital Markets Act Article 165-4 and Enforcement Decree Article 176-5(1)(2)(a) because its asset value (KRW 71,516) exceeded its base market price (KRW 15,860, shown for reference); Woosung Distribution (unlisted) used intrinsic value under Enforcement Decree Article 176-5(1)(2)(b), set via external appraisal at KRW 133,756 per share (asset value KRW 48,764; income value KRW 190,418). The resulting merger ratio was 1:1.8702948.

(3) Investment risk factors (condensed) (a) Risks to completion of the merger: the merger agreement may be terminated before the merger date under the conditions precedent and termination clauses summarized in Section 18(11) above (failure of shareholder approval; material breach uncured within 10 business days; a final prohibiting court/government order; failure to obtain, or receipt of an unworkable, government approval; a material adverse change from natural disaster or other cause; the surviving company's appraisal-rights payments exceeding KRW 10,000,000,000; or failure of a condition precedent by the merger date). Merger approval requires a special resolution of at least two-thirds of voting rights present and at least one-third of total issued shares at each company's shareholders' meeting; failing this, the merger may collapse. The merger agreement takes effect upon signing and disclosure, but may be terminated if a government approval, permit, report or acceptance material to either company's business is finally and conclusively refused. Minority shareholders of either company could file a lawsuit to invalidate the merger on grounds of procedural defect or an unfair merger ratio; if a final court judgment invalidates the merger, the merger itself could be voided, though the risk is considered low given compliance with Commercial Act procedures. (b) Future listing or delisting of merger shares: not applicable for listing, since no new merger shares are issued or delivered (consideration is paid via the treasury-stock disposal resolved by the board on September 4, 2026). Delisting risk: none, since the merger follows the requirements of Capital Markets Act Article 165-4 and does not constitute a backdoor listing under KOSPI Listing Regulation Article 32, so the delisting requirements of KOSPI Listing Regulation Article 48 do not apply. (c) Risk factors for investing in related securities if the merger proceeds: because consideration is paid entirely in treasury stock (a merger without capital increase), there is no security being offered or sold in connection with this merger; and because the surviving company succeeds all of the dissolving company's assets, liabilities, rights and obligations as of the merger date, the resulting financial impact and operating risk are expected to be limited. (d) Option contracts with the counterparty or third parties relating to the merger: not applicable.

(4) Appraisal (dissenters') rights (a) Exercise requirements: as described in Section 13 above, for both the surviving company (Woosung, under Commercial Act Article 522-3 and Capital Markets Act Article 165-5) and the dissolving company (Woosung Distribution, where no appraisal rights will arise because its two shareholders, each holding 50%, will approve the merger by unanimous consent under Commercial Act Article 527-2).

(b) Expected purchase price [Woosung common stock purchase-price proposal] Company's proposed price for negotiation: KRW 18,313 per common share Basis for the proposed price: following the special committee's recommendation, considering minority-shareholder protection, fair-value considerations and recent precedent, that a 15% premium over the base purchase price was appropriate, the board gave final approval. (Calculation: base purchase price (KRW 15,924) × premium (15%) = proposed price (KRW 18,313)) Basis in law: the pricing method under Capital Markets Act Article 165-5 and Enforcement Decree Article 176-7. If agreement is not reached: per Capital Markets Act Article 165-5, the price will be based on the stock's market trading price, calculated per statutory method; if either the company or the requesting shareholder still disagrees, either may petition the court to determine the purchase price.

[Woosung common stock purchase-price calculation method, per Enforcement Decree Article 176-7(3)] (1) 2-month volume-weighted average price: KRW 16,022 (July 4, 2026 - September 3, 2026; the two months before the day preceding the board resolution date) (2) 1-month volume-weighted average price: KRW 15,962 (August 4, 2026 - September 3, 2026; the one month before the day preceding the board resolution date) (3) 1-week volume-weighted average price: KRW 15,786 (August 28, 2026 - September 3, 2026; the one week before the day preceding the board resolution date) Base purchase price [(1)+(2)+(3))/3]: KRW 15,924

[Woosung common stock purchase-price calculation detail, daily closing price and trading volume] September 3, 2026: closing price KRW 15,830; volume 1,200 shares; closing price x volume KRW 18,996,000 September 2, 2026: closing price KRW 15,790; volume 425 shares; closing price x volume KRW 6,710,750 September 1, 2026: closing price KRW 15,790; volume 830 shares; closing price x volume KRW 13,105,700 August 31, 2026: closing price KRW 15,750; volume 683 shares; closing price x volume KRW 10,757,250 August 28, 2026: closing price KRW 15,690; volume 337 shares; closing price x volume KRW 5,287,530 August 27, 2026: closing price KRW 15,720; volume 1,026 shares; closing price x volume KRW 16,128,720 August 26, 2026: closing price KRW 15,300; volume 707 shares; closing price x volume KRW 10,817,100 August 25, 2026: closing price KRW 15,290; volume 1,381 shares; closing price x volume KRW 21,115,490 August 24, 2026: closing price KRW 15,510; volume 2,003 shares; closing price x volume KRW 31,066,530 August 21, 2026: closing price KRW 15,550; volume 1,283 shares; closing price x volume KRW 19,950,650 August 20, 2026: closing price KRW 15,840; volume 516 shares; closing price x volume KRW 8,173,440 August 19, 2026: closing price KRW 15,570; volume 2,980 shares; closing price x volume KRW 46,398,600 August 18, 2026: closing price KRW 15,830; volume 6,588 shares; closing price x volume KRW 104,288,040 August 14, 2026: closing price KRW 16,310; volume 1,941 shares; closing price x volume KRW 31,657,710 August 13, 2026: closing price KRW 16,610; volume 4,064 shares; closing price x volume KRW 67,503,040 August 12, 2026: closing price KRW 16,460; volume 291 shares; closing price x volume KRW 4,789,860 August 11, 2026: closing price KRW 16,610; volume 1,186 shares; closing price x volume KRW 19,699,460 August 10, 2026: closing price KRW 16,610; volume 1,568 shares; closing price x volume KRW 26,044,480 August 7, 2026: closing price KRW 16,450; volume 833 shares; closing price x volume KRW 13,702,850 August 6, 2026: closing price KRW 16,080; volume 397 shares; closing price x volume KRW 6,383,760 August 5, 2026: closing price KRW 16,140; volume 1,075 shares; closing price x volume KRW 17,350,500 August 4, 2026: closing price KRW 15,770; volume 444 shares; closing price x volume KRW 7,001,880 August 3, 2026: closing price KRW 15,640; volume 918 shares; closing price x volume KRW 14,357,520 July 31, 2026: closing price KRW 15,600; volume 1,369 shares; closing price x volume KRW 21,356,400 July 30, 2026: closing price KRW 15,120; volume 706 shares; closing price x volume KRW 10,674,720 July 29, 2026: closing price KRW 15,210; volume 2,370 shares; closing price x volume KRW 36,047,700 July 28, 2026: closing price KRW 15,760; volume 1,092 shares; closing price x volume KRW 17,209,920 July 27, 2026: closing price KRW 16,010; volume 765 shares; closing price x volume KRW 12,247,650 July 24, 2026: closing price KRW 16,530; volume 1,298 shares; closing price x volume KRW 21,455,940 July 23, 2026: closing price KRW 16,030; volume 2,867 shares; closing price x volume KRW 45,958,010 July 22, 2026: closing price KRW 15,900; volume 425 shares; closing price x volume KRW 6,757,500 July 21, 2026: closing price KRW 15,800; volume 529 shares; closing price x volume KRW 8,358,200 July 20, 2026: closing price KRW 15,850; volume 2,006 shares; closing price x volume KRW 31,795,100 July 16, 2026: closing price KRW 15,890; volume 1,117 shares; closing price x volume KRW 17,749,130 July 15, 2026: closing price KRW 15,890; volume 855 shares; closing price x volume KRW 13,585,950 July 14, 2026: closing price KRW 15,880; volume 8,885 shares; closing price x volume KRW 141,093,800 July 13, 2026: closing price KRW 15,870; volume 574 shares; closing price x volume KRW 9,109,380 July 10, 2026: closing price KRW 16,090; volume 1,739 shares; closing price x volume KRW 27,980,510 July 9, 2026: closing price KRW 15,670; volume 1,384 shares; closing price x volume KRW 21,687,280 July 8, 2026: closing price KRW 15,870; volume 1,800 shares; closing price x volume KRW 28,566,000 July 7, 2026: closing price KRW 16,620; volume 4,069 shares; closing price x volume KRW 67,626,780 July 6, 2026: closing price KRW 16,730; volume 7,502 shares; closing price x volume KRW 125,508,460 2-month volume-weighted average price: KRW 16,022 1-month volume-weighted average price: KRW 15,962 1-week volume-weighted average price: KRW 15,786 Base purchase price [(1)+(2)+(3))/3]: KRW 15,924 (Source: Korea Exchange, www.krx.co.kr) Woosung Distribution common stock: no appraisal rights will arise, as its two shareholders (each holding 50%) will approve the merger by unanimous consent at the shareholders' meeting.

(c) Exercise procedure, method, period and location: Woosung shareholders of record must notify the company in writing of dissent by three business days before the shareholders' meeting, i.e. by October 26, 2026 (brokerage-held "beneficial" shareholders notify their securities firm, which must relay dissent notices to the Korea Securities Depository by two business days before the meeting, i.e. October 27, 2026; the Depository then notifies the company on the company's behalf one business day before the meeting, i.e. October 28, 2026, note that cut-off times vary by securities firm). The purchase demand itself must be made in writing, stating the class and number of shares, within 20 days of the resolution date; rights lapse for shares sold and reacquired during the holding period and cannot be withdrawn without company consent. Brokerage-held shareholders file an appraisal-rights exercise request with their securities firm; if filed by November 16, 2026 (two business days before the exercise period ends), the Korea Securities Depository will file on the shareholder's behalf. Key dates: record date September 22, 2026; notice-of-dissent period October 14-28, 2026; shareholders' meeting October 29, 2026; exercise period October 29 - November 18, 2026. Reception location: Woosung Building, 7th floor, 1027 Hanbat-daero, Ojeong-dong, Daedeok-gu, Daejeon (brokerage-held shareholders file through their securities firm).

(d) Effect of appraisal-rights exercise on the merger agreement: as in Section 18 above, if total appraisal-rights payments are expected to exceed KRW 10,000,000,000, the surviving company may terminate the merger agreement by written notice.

(e) Funding, timing and method of payment: funding will come from the merging parties' own funds, supplemented by financial-institution borrowing as needed; specific funding arrangements are undetermined as of the filing date. Woosung must pay the purchase price within one month after the exercise period ends (November 18, 2026) under Commercial Act Article 374-2 and Capital Markets Act Article 165-5, and expects to pay on December 17, 2026. Payment will be by cash or account transfer as described in Section 13 above.

(f) Cases where appraisal rights are unavailable or restricted: as in Section 13 above, rights lapse if the merger is voted down; are limited to continuously-held, properly-documented shares; and are unavailable to a shareholder who gave advance dissent but then voted for the merger.

(g) Other matters for investors: if the shareholders' meeting rejects the merger, appraisal rights lapse and the agreement does not take effect; once exercised, the demand cannot be withdrawn without company consent; and unlike an open-market sale, exercising appraisal rights may carry additional tax consequences for the shareholder.

(5) Relationship between the merging parties (a) Relationship and interests: as of the filing date, Woosung's largest shareholder Jeong Bo-yeon and related parties hold 38.37%; Woosung Distribution's shareholders Jeong Jun-yeong and Jeong Jun-seop (each 50%) are related parties of Jeong Bo-yeon. Cross-directorships: Jeong Jun-yeong serves as an unregistered managing director at Woosung and registered representative director at Woosung Distribution; Jeong Jun-seop serves as a registered director at both companies. Under the Monopoly Regulation and Fair Trade Act, both companies are affiliates within the Woosung corporate group, so each company's largest shareholder and related parties are also related parties of the other. No competitive or complementary business relationship beyond this is applicable.

(b) Transactions between the parties (unit: thousand KRW) [Purchase and sales transactions] (Woosung = surviving company; Woosung Distribution = dissolving company) Revenue, etc.: H1 2026 72,170; 2025 128,407; 2024 76,953 Purchases, etc.: H1 2026 10,914; 2025 18,795; 2024 18,046 Other purchases (dividends paid): H1 2026 138,910; 2025 32,056; 2024 22,646 (Source: Woosung's periodic reports)

[Operating receivables/payables and other payables/receivables] (unit: thousand KRW) Trade receivables: H1 2026 31,410; 2025 28,351; 2024 18,688 Other receivables: H1 2026 2,750; 2025 2,750; 2024 2,750 Trade payables: H1 2026 none; 2025 none; 2024 none Other payables: H1 2026 25,000; 2025 25,000; 2024 25,000 (Source: Woosung's periodic reports)

(c) Transactions with the controlling shareholder: Woosung's largest shareholder group is Jeong Bo-yeon and related parties; Woosung Distribution's largest shareholders are Jeong Jun-yeong and Jeong Jun-seop (related parties of Jeong Bo-yeon). No credit extension to, asset transactions with, or business transactions with the controlling shareholder are applicable.

(6) Other matters for investor protection Woosung Distribution's representative director Jeong Jun-yeong will be appointed as an in-house director of the surviving company after the merger. Woosung Distribution's directors' and auditor's terms end upon the merger's effectiveness; terms of Woosung's existing directors and audit committee members who took office before the merger continue to their original expiry dates, and Commercial Act Article 527-4 does not apply to this merger. Woosung will continue Woosung Distribution's main business after completion, and will add "brokerage of agricultural, livestock and marine products" and "livestock integration business" to its articles of incorporation as stated business purposes.

2. Matters concerning the merger counterparty (Woosung Distribution Co., Ltd.) (1) Company overview Company name: Woosung Distribution Co., Ltd. Representatives: Seo Han-seok, Jeong Jun-yeong Business registration number: 305-86-31436 Head office: 16F, Unit 1605 and part of Unit 1604, 121 Dongtan-daero 23-gil, Dongtan-gu, Hwaseong-si, Gyeonggi-do (Yeongcheon-dong, Woomi Nubem) Business type: brokerage of agricultural, livestock and marine products Fiscal year end: December Date of establishment: November 11, 2013 Number of employees: 17 (as of December 31, 2025) SME status / credit rating / irregular incorporation matters: not applicable

[Changes in capital stock] (unit: thousand KRW, shares) Category, common stock As of filing date, 2026 (note 1): shares issued 266,000; par value 5; capital stock 1,330,000 End of 2025: shares issued 346,000; par value 5; capital stock 1,730,000 End of 2024: shares issued 426,000; par value 5; capital stock 2,130,000 End of 2023: shares issued 506,000; par value 5; capital stock 2,530,000 (Note 1: reflects the paid capital reduction carried out on May 6, 2026.)

(2) Business description: Woosung Distribution's main businesses are livestock product brokerage and the livestock integration business.

(3) Financial matters (a) Balance sheet (individual), most recent three years (unit: thousand KRW) 2025 / 2024 / 2023 Current assets: 14,437,171 / 12,659,999 / 12,552,713 Non-current assets: 8,892,660 / 5,715,726 / 6,210,891 Total assets: 23,329,831 / 18,375,725 / 18,763,604 Current liabilities: 11,015,645 / 7,841,050 / 8,340,643 Non-current liabilities: 131,824 / 198,588 / 416,761 Total liabilities: 11,147,469 / 8,039,638 / 8,757,404 Capital stock: 1,730,000 / 2,130,000 / 2,530,000 Retained earnings: 11,146,996 / 8,941,024 / 7,358,740 Other components of equity: (694,634) / (734,937) / 117,460 Total equity: 12,182,362 / 10,336,087 / 10,006,200 Total liabilities and equity: 23,329,831 / 18,375,725 / 18,763,604 (Financial statements prepared under K-GAAP.)

(b) Income statement (individual), most recent three years (unit: thousand KRW) 2025 / 2024 / 2023 Revenue: 257,914,576 / 257,871,695 / 229,198,266 Cost of sales: 252,047,214 / 253,583,235 / 226,955,475 Gross profit: 5,867,362 / 4,288,460 / 2,242,791 SG&A expenses: 2,449,632 / 2,103,806 / 1,458,210 Operating profit: 3,417,730 / 2,184,654 / 784,581 Net income: 2,318,750 / 1,582,283 / 3,045,087 (Financial statements prepared under K-GAAP.)

(4) Auditor's opinion 13th fiscal year: Samil PricewaterhouseCoopers - Unqualified - none 12th fiscal year: Seyeon Accounting Corporation - Unqualified - none 11th fiscal year: Seyeon Accounting Corporation - Unqualified - none

(5) Board and other corporate bodies: as of the filing date, Woosung Distribution's board comprises 3 directors and 1 auditor; there are no board committees.

(6) Shareholders: as of the filing date Jeong Jun-yeong: 133,000 shares (50.0%) Jeong Jun-seop: 133,000 shares (50.0%) Total: 266,000 shares (100.0%)

(7) Officers and employees: as of the filing date, Woosung Distribution has 4 registered officers and 12 staff employees.

(8) Affiliates: Woosung Distribution is an affiliate within the Woosung corporate group under the Monopoly Regulation and Fair Trade Act; see Woosung's business report for further detail.

(9) Other matters for investor protection (a) Material litigation: none. (b) Other contingent liabilities: none. (c) Sanctions: none.

(condensed translation)