Material event report (share exchange)

What happened

Material event report / Matters subject to KRX reporting obligation To the Financial Services Commission / Korea Exchange September 29, 2026 Company name: Nexus Co., Ltd. CEO: Jang Hyun-guk Head office address: 15th floor, 10 Daewangpangyo-ro 606beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do (Baekhyeon-dong, Alpharium Tower 1) (Phone) 031-707-7161 (Website) http://to.nexus Preparer: (Title) Director (Name) Park Jun-hyeok (Phone) 031-707-7161

Decision on share exchange/transfer

1. Classification: Share exchange - Type of exchange/transfer: Small-scale

2. Company subject to the exchange/transfer a. Company name: One Store Co., Ltd. (One store Co., Ltd.) b. Representative: Yoon Cheol-jin c. Main business: Portal and other internet information intermediary services d. Relationship with the Company: Affiliate e. Total shares issued: common shares 22,741,731; other class shares - f. Summary financials for the most recent fiscal year (KRW): total assets 170,290,047,141; total liabilities 70,601,358,951; total equity 99,688,688,190; capital stock 11,370,865,500

3. Exchange/transfer ratio: Nexus Co., Ltd. : One Store Co., Ltd. = 1 : 1.6999445 As of the share exchange date, shareholders of One Store other than Nexus (which holds 21,805,311 shares) and excluding One Store's own 111,354 treasury shares will transfer the 825,066 One Store common shares they hold to Nexus, receiving in exchange 1.6999445 Nexus common shares per One Store common share.

4. Basis for calculating the exchange/transfer ratio The benchmark market price of the common shares of Nexus, the listed company that will become the wholly owning parent, was calculated under Article 165-4 of the FSCMA and Articles 176-6, Paragraph 2 and 176-5, Paragraph 1 of its Enforcement Decree, as the arithmetic average of the 1-month volume-weighted average closing price, the 1-week volume-weighted average closing price, and the most-recent-day closing price, each measured as of the day before the earlier of the board resolution date for the share exchange (September 29, 2026) and the share exchange agreement date (September 30, 2026) - i.e., September 28, 2026. The intrinsic value of One Store, the unlisted company that will become the wholly owned subsidiary, was calculated under Article 5-13 of the Regulation on Issuance and Disclosure of Securities and Articles 4 through 6 of its Enforcement Rules, as the weighted arithmetic average of asset value and earnings value weighted 1 and 1.5, respectively. Under Article 176-6, Paragraph 2 and Article 176-5, Paragraph 1, Item 1 of the Enforcement Decree of the FSCMA, a discount or premium of up to 10% may be applied to the above benchmark market price. As this is a share exchange between affiliated companies, Nexus's special committee and board and One Store's special committee and board each reviewed the matter and, through mutual consultation, agreed to apply the benchmark market price as the exchange value without any discount or premium. (1) Exchange value of Nexus, the wholly owning parent - Most recent 1-month volume-weighted average closing price (2026.08.31-2026.09.28): KRW 1,848 - Most recent 1-week volume-weighted average closing price (2026.09.22-2026.09.28): KRW 1,785 - Most recent closing price (2026.09.28): KRW 1,777 - Arithmetic average value: KRW 1,803 - Exchange value: KRW 1,803 (2) Exchange value of One Store, the wholly owned subsidiary - Asset value: KRW 2,116 - Earnings value: KRW 3,697 - Intrinsic value: KRW 3,065 - Exchange value: KRW 3,065 (3) Calculation of the exchange ratio Based on the above exchange-value calculations, the exchange ratio for this share exchange was calculated as Nexus : One Store = 1 : 1.6999445. Nexus will pay, in cash, within one month from the share exchange date, an amount calculated based on the closing price on the new shares' listing date for any fractional share of less than one share arising from the allotment of new shares to shareholders subject to the exchange.

5. Matters concerning external valuation - Whether an external valuation was conducted: Yes - Basis and reason: an external valuation of the appropriateness of the exchange value and exchange ratio was conducted under Article 176-6, Paragraph 4 of the Enforcement Decree of the FSCMA. - Name of the external valuation institution: Ichon Accounting Corp. - External valuation period: September 17, 2026 to September 28, 2026 - External valuation opinion: Appropriate

6. Purpose of the exchange/transfer: To bring One Store under full ownership as a wholly owned subsidiary of Nexus, thereby raising management efficiency and business competitiveness, and to create business synergy and enhance corporate value by combining One Store's app-market and digital content distribution capabilities with Nexus's blockchain and payment technology capabilities.

7. Material effects and impact of the exchange/transfer 1. Effect on the Company's management: Upon completion of this share exchange, other than Nexus issuing and delivering new shares to One Store's shareholders, there is no change in control, and Nexus and One Store will form a 100% wholly owned parent-subsidiary relationship. After the exchange, Nexus, the wholly owning parent, will remain a KOSDAQ-listed company, and One Store, the wholly owned subsidiary, will remain unlisted. Nexus's directors and audit committee members who took office before this share exchange will retain their existing terms notwithstanding Article 360-13 of the Commercial Act, and no new officers will be appointed at One Store as a result of this share exchange. 2. Material effect on the Company's finances, operations, etc.: Through this share exchange, Nexus aims to strengthen business competitiveness and management efficiency by combining One Store's app-market and digital content distribution capabilities with its own blockchain and payment technology capabilities. It is also expected to build a decision-making structure that can respond flexibly and quickly to a rapidly changing market environment by aligning the interests of both companies' shareholders, and to achieve transaction transparency and reduced direct/indirect transaction costs by internalizing transactions between affiliated companies. As a result of this share exchange, only One Store's shareholder composition will change, with no direct change to its asset, liability or equity structure. 3. Effect on shareholder value of Nexus and One Store: This share exchange is a strategic decision to enhance both companies' corporate and shareholder value, aiming to secure a sustainable growth foundation and ultimately enhance mid- to long-term shareholder value through integration of core business capabilities, strengthened competitiveness, improved management efficiency, and a unified governance structure. The new-share issuance resulting from this share exchange will dilute existing Nexus shareholders' equity by approximately 1.63%. 4. Effect on listing: Nexus, a KOSDAQ-listed company, will continue to maintain its listed status, and the new Nexus shares issued as consideration for this share exchange are expected to be additionally listed on the KOSDAQ market on December 28, 2026, following the relevant procedures. One Store, an unlisted company, will remain unlisted after this share exchange.

8. Exchange/transfer schedule - Exchange/transfer agreement date: September 30, 2026 - Record date for determining shareholders: October 14, 2026 - Shareholder registry closure period: start -, end - - Period for receiving notices of dissent to the share exchange/transfer: start October 14, 2026, end October 28, 2026 - Expected shareholders' meeting date: October 29, 2026 - Appraisal-right exercise period: start -, end - - Old share certificate submission period: start -, end - - Expected trading suspension period: start -, end - - Exchange/transfer date: December 8, 2026 - Expected new share certificate delivery date: December 28, 2026 - Expected new share listing date: December 28, 2026

9. Name of the wholly owning parent company after the exchange/transfer: Nexus Co., Ltd. (NEXUS Co., Ltd.)

10. Matters concerning appraisal rights: requirements for exercise -; expected purchase price -; procedure/method/period/place -; timing/method of payment -; restriction matters -; effect on the contract -

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 29, 2026 - Attendance of independent (outside) directors: present 4; absent - - Attendance of auditor (audit committee member who is not an independent/outside director): -

14. Whether a put-option or similar agreement was executed: No; contract details: -

15. Whether subject to securities registration statement filing: No - Reason exempted from filing: The new shares issued through this share exchange will be electronically registered with the Korea Securities Depository without delay after issuance, under Article 2-2, Paragraph 2, Item 1 of the Regulation on Issuance and Disclosure of Securities, and withdrawal and sale of those securities will be restricted for one year from the date of electronic registration. * An independent director applies to listed companies and an outside director to unlisted companies.

16. Plans for future corporate restructuring: As of the date of this material event report, no specific matters have been determined; any future decision will be disclosed under the relevant disclosure regulations.

17. Other important matters for investment decisions a. Record dates, etc.: "f." in "2." above is based on fiscal year 2025, and "e. Total shares issued" is as of the date of this report. b. Small-scale share exchange procedure and notice of dissent: Because Nexus proceeds by way of a small-scale share exchange under Article 360-10 of the Commercial Act, shareholders' meeting approval is substituted by board approval, and the "expected shareholders' meeting date" in "8." above is the expected date of board approval in place of a shareholders' meeting. Under the small-scale share exchange procedure, Nexus's dissenting shareholders are not granted appraisal rights (Article 360-10, Paragraph 7 of the Commercial Act). However, if shareholders holding 20% or more of the total issued shares notify dissent in writing by October 28, 2026 (two weeks after the October 14, 2026 public notice/notification date), the small-scale share exchange cannot proceed, in which case Nexus may terminate this agreement or, by board resolution, convert to the general share exchange procedure. c. Equity status and One Store's simplified share exchange: As of the date of this report, Nexus holds 21,805,311 One Store common shares (95.88% equity), and One Store will proceed by way of a simplified share exchange under Article 360-9 of the Commercial Act. For matters concerning One Store's procedure and appraisal rights, please refer to the "Share exchange/transfer decision (material event concerning a subsidiary)" filed on the same date. d. Establishment and operation of, and opinion by, the special committee: To prevent conflicts of interest among shareholders and secure procedural appropriateness and transparency, Nexus established and operated a special committee composed of 3 independent directors who are independent of the Company and its controlling shareholder and have no interest in this transaction. With the assistance of an independent financial advisor (Wooyoung Accounting Corp.) and legal advisor (Hyocheon LLC), the special committee reviewed the purpose, terms and procedure of this share exchange over 3 sessions, and on September 28, 2026, with unanimous approval, resolved that this share exchange satisfies the legitimacy of its purpose, the fairness of its terms, and the appropriateness of its procedure, and is consistent with protecting the interests of the Company and all shareholders and fair treatment of all shareholders, and reported this to the board (see "18." for details). e. Verification by multiple valuation institutions: Separately from "5." above, each company's special committee separately retained an independent financial advisor to verify the appropriateness of the exchange ratio. Ichon Accounting Corp. (external valuation institution, retained by Nexus): the exchange value and exchange ratio of 1:[1.6999445] is judged appropriate. Wooyoung Accounting Corp. (financial advisor, retained by Nexus's special committee): applying intrinsic value symmetrically to both companies yields an appropriate exchange-ratio range of 1 : 1.4646465 to 1.8716736; if the confirmed exchange ratio falls within this range, it is appropriate from the perspective of Nexus's shareholders. Samduk Accounting Corp. (financial advisor, retained by One Store's special committee): applying intrinsic value symmetrically to both companies yields an exchange-ratio range of 1 : 1.4452 to 1.9939, with no significant difference from the exchange ratio under the FSCMA method. f. Loss of effect, amendment and termination of the agreement: If either board rejects the approval agenda, this agreement retroactively loses effect (Article 12 of the agreement). It may also be terminated or amended if the parties agree in writing; a required permit/approval is conclusively not obtained or an incurable material violation of law occurs; either party's assets, liabilities or management condition undergoes a material adverse change; the exchange ratio is unfair or another ground arises making the agreement unsustainable; shareholders holding 20% or more of Nexus's total issued shares notify dissent; or either party materially breaches its obligations and fails to cure within 7 days (Article 13 of the agreement). g. Mandatory holding of the exchange-issued new shares: Because the filing of a securities registration statement is exempted, the exchange-issued new shares will be registered with the Korea Securities Depository subject to a one-year mandatory holding (resale restriction). h. Treatment of One Store's treasury shares: The 111,354 treasury shares held by One Store and any treasury shares acquired through appraisal-right requests will be retired before the share exchange date, and no exchange-issued new shares will be allotted to treasury shares.

18. Matters concerning directors' fulfillment of fiduciary duty a. Overview and purpose of this share exchange: This share exchange is a share-for-share comprehensive exchange with new-share issuance (Article 360-2 of the Commercial Act). As of the share exchange date, 825,066 One Store common shares (3.63% of total issued shares) held by 22 remaining minority shareholders of One Store will be transferred to Nexus, making One Store a wholly owned subsidiary of Nexus; in consideration, Nexus will deliver [1,402,566] Nexus common shares in total. Nexus proceeds by way of a small-scale share exchange and One Store by way of a simplified share exchange, so both companies substitute board approval for shareholders' meeting approval. This share exchange aims to create synergy by combining the two companies' business capabilities and to improve management efficiency by resolving the remaining minority stake. b. Background to this share exchange: On June 18, 2026, Nexus entered into an agreement with SK Square Co., Ltd. and 3 other companies to purchase 20,247,990 One Store common shares (89.03% equity) for a total of KRW 62,627,033,070 (approximately KRW 3,093 per share), completed payment on June 29, 2026, and became the largest shareholder; it subsequently additionally purchased 1,557,321 shares at the same price (KRW 3,093 per share) from KT Corporation, LG Uplus Corp. and individual shareholders, raising its equity ratio to 95.88%. This satisfied the requirements for a simplified/small-scale share exchange, and after comparing alternatives - absorption merger (permit/license succession issues), cash purchase (uncertainty of securing 100% and financial burden), cash-consideration share exchange (financial and procedural burden), and maintaining the status quo (ongoing minority-shareholder management costs and conflicts of interest) - Nexus decided to pursue this share exchange, which secures 100% equity while maintaining permits/licenses and contractual relationships without cash outflow. c. Possibility of direct shareholder harm and potential conflicts of interest: As both the controlling shareholder of One Store and a transaction party, Nexus faces a structural conflict of interest: if the exchange ratio is set favorably to One Store, Nexus's existing shareholders' equity is diluted, and vice versa, One Store's minority shareholders could be harmed. Under the small-scale share exchange procedure, Nexus shareholders are not granted shareholders' meeting approval rights or appraisal rights. Nexus's special committee focused its review on: (1) reliability of the benchmark market price - although a third-party-allotted rights offering occurred close to the benchmark-price calculation period (2026.08.31-9.28), all allottees were subject to a one-year mandatory holding period, so those shares did not circulate in the market, and the difference between Nexus's per-share intrinsic value (KRW 1,814) and the benchmark price (KRW 1,809, as of 2026.09.23) was only 0.3%, with no distortion found; (2) consistency with the prior old-share purchase price - KRW 3,093 per share falls within the financial advisor's calculated intrinsic-value range for One Store (KRW 2,900-3,165), with the difference immaterial (about KRW 160 million, roughly 0.1% of market capitalization); (3) dilution effect - limited to roughly 1%, with no additional dilution from convertible-bond conversion-price adjustments. The special committee concluded that the likelihood of direct harm to Nexus's shareholders from this share exchange is low. d. Fairness-enhancing measures taken by the Company: Under Article 382-3 of the Commercial Act and the Ministry of Justice's "Guidelines on Directors' Conduct Standards in Corporate Restructuring," Nexus, by board resolution on September 10, 2026, established a "Special Committee for Review of the Comprehensive Share Exchange" composed of 3 independent directors with no interest in this transaction (Chairman Joo Hong-bin; members Park Jang-ho and Ji Chang-hoon). All members submitted independence confirmations with no grounds for recusal, and management did not participate. The committee independently retained a financial advisor (Wooyoung Accounting Corp.) and legal advisor (Hyocheon LLC), and held 3 meetings (September 14, 22 and 28, 2026) covering appointment of advisors and review scope, interim legal opinion and valuation methodology, and final advisor opinions and the final share exchange agreement, respectively. At its third meeting on September 28, 2026, with unanimous approval, it resolved that this share exchange satisfies the legitimacy of its purpose, the fairness of its terms, and the appropriateness of its procedure. One Store, the counterparty, also established, by board resolution on September 10, 2026, a separate special committee of 3 outside experts, which, with the assistance of an independently retained financial advisor (Samduk Accounting Corp.) and legal advisor (Haegwang LLC), reviewed this share exchange from the perspective of One Store's minority shareholders and resolved a similar opinion with unanimous approval on September 28, 2026. e. Review by an independent outside expert (legal): Hyocheon LLC, in its final legal opinion dated September 26, 2026, opined that Nexus's 95.88% ownership of One Store satisfies the requirements for a simplified share exchange; that the exchange-issued new shares, not exceeding 10% of total issued shares with no consideration other than for fractional shares, satisfy the requirements for a small-scale share exchange; that there is no securities-registration-statement filing obligation or business-combination reporting obligation; and that this does not constitute a backdoor listing. It further opined that applying the statutory formula value without discount or premium is a neutral method consistent with the MOJ Guidelines, that no violation of the Commercial Act or FSCMA was found, and that the recommended fairness-enhancing measures were properly implemented. f. Review by an independent outside expert (financial): Wooyoung Accounting Corp., applying intrinsic value (asset value and earnings value via DCF, weighted 1:1.5) equally to both companies, calculated a per-share intrinsic value of KRW 1,814 for Nexus (sensitivity range KRW 1,691-1,980) and KRW 3,012 for One Store (KRW 2,900-3,165), yielding an appropriate exchange-ratio range of 1 : 1.4646465 to 1.8716736; the exchange ratios derived from the benchmark market price and the old-share purchase price (1 : 1.6030956-1.7495854 and 1 : 1.7097844, respectively) also fall within this range with no significant difference. It opined that the confirmed statutory exchange ratio of 1 : [1.6999445] falls within this range and is appropriate from the perspective of Nexus's shareholders. Ichon Accounting Corp., the external valuation institution under Article 176-6, Paragraph 4 of the Enforcement Decree of the FSCMA, opined that the exchange value and ratio are appropriate (see the attached external valuation institution's opinion letter for details).