Material event report (share exchange)

What happened

Material Event Report (Decision on Share Exchange/Transfer) 6.1

Neooto Co., Ltd. Material Event Report / KRX Reporting Matter To the Financial Services Commission / Korea Exchange September 4, 2026

Company name: Neooto Co., Ltd. Representative Director: Jung Hyun-chul Head office address: 19 Saemunan-ro 5-gil, Jongno-gu, Seoul (Dangju-dong, Royal Building, 6th floor) (Phone) 02-732-2871 (Website) http://neooto.kr Preparer in charge: (Title) Executive Director (Name) Lee Young-bae (Phone) 02-732-2871

Decision on Share Exchange/Transfer

1. Classification: Share exchange - Type of exchange/transfer: Not applicable

2. Company subject to exchange/transfer (a) Company name: Auto Industry Co., Ltd. (OTO INDUSTRY CO., LTD.) (b) Representative: Lee Jin-gyu (c) Main business: Processing and manufacturing of automotive parts (d) Relationship with the company: Affiliate (e) Total shares issued (shares): Common shares 165,333; Class shares 53,334 (f) Summary financials for the most recent fiscal year (KRW): Total assets 324,846,296,255; Total liabilities 183,768,129,105; Total equity 141,078,167,150; Capital stock 826,665,000

3. Exchange/transfer ratio Neooto : Auto Industry = 1 : 91.3667379 As of the share exchange date, all shares of Auto Industry held by Auto Industry's shareholders will be transferred to Neooto, and in consideration, Neooto will issue and deliver 91.3667379 Neooto common shares for each Auto Industry common share held by the shareholders subject to the exchange.

4. Basis for calculating the exchange/transfer ratio (1) Exchange value of Neooto, the wholly owning parent company Pursuant to Article 176-5 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, the market-price basis for the common shares of Neooto, a listed company becoming the wholly owning parent company, was calculated as the arithmetic average of (i) the volume-weighted arithmetic average closing price over the most recent one month, (ii) the volume-weighted arithmetic average closing price over the most recent one week, and (iii) the most recent closing price, each measured from the day before the earlier of the board resolution date for the share exchange and the date the share exchange agreement was signed. In addition, pursuant to Article 176-6, Paragraph 2 and Article 176-5, Paragraph 1, Item 1 of the same Enforcement Decree, a discount or premium within 10% (30% in the case of a share exchange between a listed special-purpose acquisition company and another company) of the market-price basis calculated as above may be applied. As this share exchange is between affiliates, following review and mutual negotiation by Neooto's special committee and board of directors and Auto Industry's board of directors, Neooto applied an exchange value with a 5% premium, within the 10% range, to the market-price basis. - Volume-weighted arithmetic average closing price over the most recent 1 month (2026.08.04 - 2026.09.03): KRW 11,274 - Volume-weighted arithmetic average closing price over the most recent 1 week (2026.08.28 - 2026.09.03): KRW 9,000 - Most recent closing price (2026.09.03): KRW 9,120 - Arithmetic average value: KRW 9,798 - Exchange value: KRW 10,288 (arithmetic average value of KRW 9,798 with a 5.0% premium applied)

(2) Exchange value of Auto Industry, the wholly owned subsidiary The intrinsic value of Auto Industry, an unlisted company becoming the wholly owned subsidiary, was calculated pursuant to Articles 4 through 6 of the Enforcement Rules of the Regulation on Issuance and Disclosure of Securities, Etc., as the weighted arithmetic average of asset value and earnings value, weighted 1 and 1.5, respectively. - Asset value: KRW 793,996 - Earnings value: KRW 1,037,304 - Intrinsic value: KRW 939,981 - Exchange value: KRW 939,981

(3) Calculation of the exchange ratio Based on the above exchange-value calculations, the exchange ratio for this share exchange was calculated as Neooto : Auto Industry = 1 : 91.3667379. In allotting Neooto shares to shareholders subject to the exchange under the ratio calculated above, if fractional shares of less than one share arise, Neooto plans to pay the shareholder entitled to such fractional shares, in cash, an amount calculated based on the closing price on the listing date of the share certificates, within one month from the share exchange date.

5. External valuation External valuation conducted: Yes - Basis and reason: Pursuant to Article 176-6, Paragraph 4 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, an external valuation was conducted on the appropriateness of the exchange value and exchange ratio for this share exchange. Name of external valuation institution: Yichon Accounting Corporation External valuation period: August 19, 2026 - September 3, 2026 External valuation opinion: Appropriate

6. Purpose of the exchange/transfer Neooto decided on the comprehensive share exchange making Auto Industry a wholly owned subsidiary in order to proactively respond to changes in the capital market regulatory environment, enhance corporate value through value-chain integration, and pursue new businesses based on a unified capital base and governance structure.

7. Material effects and impact of the exchange/transfer 1) Effects on management: Other than the issuance and delivery of new shares to Auto Industry's shareholders, there is no change in management control related to governance, and Neooto and Auto Industry will form a 100% parent-subsidiary relationship. After this share exchange, Neooto, as the wholly owning parent company, will remain a KOSDAQ-listed company, and Auto Industry, as the wholly owned subsidiary, will remain an unlisted company. In addition, notwithstanding Article 360-13 of the Commercial Act, the terms of directors and auditors of Neooto who took office before this comprehensive share exchange will continue unchanged, and no new officers will be appointed at Auto Industry as a result of this share exchange. 2) Material effects on finances and operations: Neooto expects the issuance of new shares under this share exchange to expand its equity capital and improve its financial indicators. It also expects an increase in net income attributable to controlling shareholders as a result of Auto Industry's conversion into a 100% subsidiary. Furthermore, by incorporating Auto Industry as a wholly owned subsidiary, Neooto expects to (i) strengthen business competitiveness and management efficiency by integrating manufacturing capabilities for materials (upstream processes) and finished parts (downstream processes), (ii) align shareholder interests to enable more efficient and prompt management decision-making, and (iii) improve transaction transparency and reduce transaction costs by internalizing transactions between affiliates. For Auto Industry, this share exchange will not directly or materially change its financial structure in terms of assets, liabilities, or equity; only its shareholder composition will change. 3) Effects on shareholder value of Neooto and Auto Industry: This share exchange is a strategic transaction intended to enhance corporate value and shareholder value for both companies, and is expected to improve the medium- to long-term interests of both companies' shareholders through strengthened business competitiveness, improved management efficiency, and unified governance resulting from the integration of materials and finished-parts manufacturing capabilities. 4) Effect on listing status: Neooto, a KOSDAQ-listed company, will maintain its status as a KOSDAQ-listed company, and the new Neooto shares issued as consideration for this share exchange are scheduled to be additionally listed on the KOSDAQ market on February 25, 2027, following the relevant procedures. Auto Industry, an unlisted company, will remain unlisted after this share exchange.

8. Exchange/transfer schedule Exchange/transfer agreement date: September 4, 2026 Record date for determining shareholders: September 21, 2026 Shareholder register closure period: Start date - / End date - Period for receiving notices of dissent to the share exchange/transfer: Start date December 1, 2026 / End date December 15, 2026 Expected general meeting of shareholders date: December 16, 2026 Appraisal rights exercise period: Start date December 16, 2026 / End date January 5, 2027 Period for submission of old share certificates: Start date - / End date - Expected trading suspension period: Start date - / End date - Exchange/transfer date: February 1, 2027 Expected date for delivery of new share certificates: - Expected listing date of new shares: February 25, 2027

9. Name of the wholly owning parent company after the exchange/transfer: Neooto Co., Ltd. (NEOOTO CO., LTD.)

10. Matters relating to appraisal rights Exercise requirements: For Neooto, pursuant to Article 360-5 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, among shareholders registered in Neooto's shareholder register as of the record date (September 21, 2026), a shareholder who opposes the board resolution on the share exchange must notify the company in writing of such opposition before the general meeting of shareholders. A shareholder who has given such written notice of opposition may, within 20 days from the date of the resolution of the general meeting, demand in writing, stating the type and number of shares, that the company purchase the shares it continuously holds from the record date (September 21, 2026) through the date of exercising appraisal rights (appraisal rights are granted only for shares that can be proven to have been acquired before the board resolution on this comprehensive share exchange was disclosed, or for which it can be proven that, by the business day following the day the board resolution was disclosed, (i) a sale and purchase agreement for the shares was concluded, (ii) a securities lending agreement for the shares was terminated, or (iii) another legal act concerning the shares occurred, and which are continuously held through the date of exercising appraisal rights). Appraisal rights are forfeited for shares sold and reacquired within this period, and once exercised, appraisal rights cannot be withdrawn. A request to purchase part of the shares held, within the number of shares registered in the shareholder register as of the record date (September 21, 2026), is also permitted. A shareholder who gave prior written notice of opposition to the board resolution but then voted in favor of the share exchange at the general meeting may not exercise appraisal rights. Expected purchase price: KRW 10,488 Exercise procedure, method, period, and location: (1) Method of notifying opposition: Pursuant to Article 360-5 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the shareholder register as of the record date (September 21, 2026) who opposes the board resolution on the share exchange must notify the company in writing of such opposition before the general meeting. A beneficial shareholder whose shares are held in custody by a securities company (financial investment business entity) must instead notify that securities company. Notice of opposition must be given by 3 business days before the general meeting (December 11, 2026). Securities companies must compile beneficial shareholders' notices of opposition and report them to the Korea Securities Depository by 2 business days before the general meeting date (December 14, 2026). The Korea Securities Depository must, on behalf of beneficial shareholders, notify the company of the opposition 1 business day before the general meeting date (December 15, 2026). Deadlines for accepting notices (online/phone/in person) may differ by securities company, so shareholders should check with their respective securities company. A shareholder wishing to notify the company of opposition directly may do so in writing before the start of the general meeting. (2) Period for receiving notices of opposition: Start date: December 1, 2026; End date: December 15, 2026 (3) Exercise of appraisal rights: Pursuant to Article 360-5 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder registered in the shareholder register as of the record date (September 21, 2026) who opposed the board resolution and notified the company in writing of such opposition before the general meeting (December 16, 2026) may, within 20 days from the date of the resolution of the general meeting, demand in writing, stating the type and number of shares, that the company purchase part or all of the shares it holds. Once appraisal rights have been exercised, they cannot be withdrawn without the company's consent. A shareholder who gave prior written notice of opposition but then voted in favor at the general meeting may not exercise appraisal rights. A beneficial shareholder whose shares are held in custody by a securities company may request the purchase of the shares held in custody from the company by submitting an appraisal-rights exercise application to that securities company. If a beneficial shareholder requests the purchase of shares from its securities company by 2 business days before the end of the appraisal-rights exercise period (December 14, 2026), the Korea Securities Depository will submit the request on the shareholder's behalf. Once exercised, an appraisal-rights request cannot be cancelled or withdrawn without the company's consent. (4) Appraisal rights exercise period: Pursuant to Article 360-5 of the Commercial Act, a shareholder who opposes the board resolution and has notified the company in writing of such opposition before the general meeting may, within 20 days from the date of the resolution of the general meeting, demand in writing, stating the type and number of shares, that the company purchase part or all of the shares held. Start date: December 16, 2026; End date: January 5, 2027 (5) Place of submission: Beneficial shareholder whose shares are held in custody by a securities company: that securities company. Holder of a special account (formerly a "registered shareholder"): 19 Saemunan-ro 5-gil, Jongno-gu, Seoul (Dangju-dong, Royal Building, 6th floor) (Company: Neooto Co., Ltd.) Expected timing and method of payment: (1) Expected timing of payment of the share purchase price: Payment is expected within 1 month from the end of the appraisal-rights exercise period (expected January 8, 2027). (2) Method of payment: Holder of a special account (formerly a "registered shareholder"): to be transferred to the bank account designated by the shareholder. Beneficial shareholder whose shares are held in custody by a securities company: to be transferred to that shareholder's account at the relevant securities company. Matters relating to restrictions on appraisal rights: If a shareholder granted appraisal rights sells the relevant shares before exercising such rights, the appraisal rights are forfeited, and appraisal rights are not granted again even if the shares are reacquired. A shareholder who gave prior written notice of opposition but then voted in favor at the general meeting may not exercise appraisal rights. In addition, pursuant to Article 165-5, Paragraph 1 of the Financial Investment Services and Capital Markets Act and Article 176-7, Paragraph 2 of its Enforcement Decree, appraisal rights are granted only for shares that can be proven to have been acquired before the board resolution concerning this share exchange was disclosed, or for which it can be proven that, by the business day following disclosure of the board resolution, a sale and purchase agreement, termination of a securities lending agreement, or other legal act concerning the shares occurred, and which are continuously held through the date of exercising appraisal rights. Further, if this share exchange agreement is terminated or the share exchange process is otherwise discontinued, the effect of any exercised appraisal rights will also lapse, and Neooto will not purchase shares for which appraisal rights were exercised. Effect on the agreement -- Article 13 (Amendment and Termination of the Agreement): (1) If, after execution of this agreement and before the share exchange date, any of the following events occurs, the relevant party may terminate this agreement or amend it in consultation with the other party, as set out below: 1. Where the parties mutually agree in writing to terminate this agreement; 2. Where a required government approval for this share exchange cannot be finally obtained, or where this share exchange would result in an incurable material violation of law, by written notice from either party; 3. Where there is a material adverse change in the assets, liabilities, or management condition of either party (including default, bankruptcy, or commencement of rehabilitation proceedings), by written notice from the other party; 4. Where the exchange ratio is found to be unfair or other grounds arise making it impossible to maintain this agreement, by the party not at fault; 5. Where, due to the exercise of appraisal rights by Neooto shareholders who oppose this share exchange, the total purchase price Neooto must pay such shareholders exceeds KRW 10 billion, by written notice from Neooto. (2) The parties may enter into separate agreements on matters requiring further agreement for this share exchange, and such separate agreements will be deemed part of this agreement. (3) If this agreement is terminated under this article, neither party, nor their shareholders, officers, employees, agents, or other representatives, will bear any liability in connection with this agreement or this share exchange, absent unlawful conduct due to willful misconduct or gross negligence.

11. Whether this constitutes a backdoor listing: Not applicable 12. Whether the other company meets backdoor-listing requirements: Not applicable 13. Board resolution date (decision date): September 4, 2026 - Attendance of independent (outside) directors*: Present (persons) 2; Absent (persons) - - Attendance of the auditor (audit committee member who is not an independent (outside) director)*: Present 14. Whether a put option or similar agreement was concluded: No - Contract details: - 15. Whether subject to filing a securities registration statement: Yes - Reason if exempted from filing: -

Note 1) The "total shares issued" figure in "2. Company subject to exchange/transfer, (e)" above is as of the business day before this material event report was filed. Note 2) The total assets, total liabilities, and total equity in "2. Company subject to exchange/transfer, (f), Summary financials for the most recent fiscal year" above are based on the consolidated financial statements for fiscal year 2025. * For a listed company, this refers to independent directors; for an unlisted company, to outside directors.

16. Future plans for corporate restructuring Pursuant to the "Decision on Comprehensive Share Exchange" resolved by each company's board of directors on September 4, 2026, following a special resolution at Neooto's general meeting of shareholders on December 16, 2026 (in Auto Industry's case, a simplified share exchange with shareholder approval replaced by board approval, based on the consent of all shareholders), Neooto is expected to become the wholly owning parent company of Auto Industry, and Auto Industry is expected to become Neooto's wholly owned subsidiary. As of the filing date of this material event report, there are no specific plans for further corporate restructuring, such as a merger with another company, after completion of this share exchange. Should further restructuring occur in the future, investors will be notified through separate disclosures in accordance with applicable law.

17. Other important matters for investment decisions (1) Through this comprehensive share exchange, Neooto plans to incorporate Auto Industry as a 100% subsidiary. (2) Through the comprehensive share exchange, Neooto and Auto Industry aim to proactively respond to changes in the capital market regulatory environment, enhance corporate value through value-chain integration, and create an environment enabling new business initiatives based on a unified capital base and governance structure. The companies expect this strengthened business competitiveness and improved management efficiency to ultimately contribute positively to corporate value and shareholder value. (3) Regarding "5. External valuation" above, Neooto and Auto Industry engaged multiple financial advisors and external valuation institutions to more rigorously verify the appropriateness of the transaction terms, thereby securing objectivity in the valuation and strengthening the fairness of the results. The opinions of each institution are as follows: - Financial advisor: Samdo Accounting Corporation; engaged by Neooto's special committee; evaluation period August 19, 2026 - September 1, 2026; opinion: the per-share valuations underlying the exchange ratio are KRW 9,798 for Neooto (par value KRW 500) and KRW 832,316 to KRW 1,109,673 for Auto Industry (par value KRW 5,000), implying an exchange ratio of 1 : 84.9475403 to 113.2550521; accordingly, the agreed exchange ratio of 1 : 91.3667379 is judged to be appropriate. - Financial advisor: Hyundai Accounting Corporation; engaged by Auto Industry; evaluation period August 10, 2026 - September 4, 2026; opinion: the per-share valuations are KRW 9,798 for Neooto and KRW 865,026 to KRW 1,063,097 for Auto Industry, implying an exchange ratio of 1 : 88.2859767 to 108.5014289; accordingly, the agreed ratio of 1 : 91.3667379 is judged appropriate. - External valuation institution: Yichon Accounting Corporation; engaged by Neooto; evaluation period August 19, 2026 - September 3, 2026; opinion: the per-share valuations are KRW 9,798 for Neooto and KRW 845,178 to KRW 1,030,092 for Auto Industry, implying an exchange ratio of 1 : 86.2602776 to 105.1329047; accordingly, the agreed ratio of 1 : 91.3667379 is judged appropriate. (4) For Auto Industry, the share exchange will proceed as a simplified share exchange under Article 360-9 of the Commercial Act, with shareholder approval obtained from all shareholders and the general meeting's approval replaced by board approval; the "expected general meeting date" in "8. Exchange/transfer schedule" above refers to the expected date of the board approval that substitutes for the general meeting. (5) Because Auto Industry is proceeding with this share exchange as a simplified share exchange based on the consent of all its shareholders, there are no dissenting shareholders, and accordingly no appraisal-rights procedures will arise. (6) If the agenda item approving this agreement is rejected at either company's board of directors or general meeting of shareholders, this share exchange agreement will automatically and retroactively become void without any further action by the parties, and the comprehensive share exchange will not proceed. (7) This share exchange agreement may be amended or terminated under Article 13 (Amendment and Termination of the Agreement), as set out in "10. Matters relating to appraisal rights" above. (8) The 945,000 Neooto common shares held by Auto Industry, the wholly owned subsidiary, are expected to be disposed of within 6 months from the share exchange date pursuant to Article 342-2 of the Commercial Act; as of the filing date of this material event report, the specific method of disposal has not been determined. (9) The Neooto common shares to be allotted to Kim Sun-hyun, Auto Industry's largest shareholder, and his related party Kim Suk-jung, will be subject to a mandatory lock-up for 6 months from the listing date. (10) Matters relating to this share exchange not specified by the board of directors, including future detailed schedules, procedures, and the issuance of new shares resulting from this share exchange, are delegated to the Representative Director. (11) The above matters and schedule may change through consultation with or approval from relevant authorities and through discussions between the contracting parties. Please refer to Neooto's securities registration statement, to be filed at a later date, for further details.