Material event report (business acquisition)

What happened

Material event report / Matters subject to KRX reporting obligation To the Financial Services Commission / Korea Exchange September 29, 2026 Company name: NH Nongwoobio Agricultural Corporation Co., Ltd. CEO: Yang Hyun-gu Head office address: 114-8 Central Town-ro, Yeongtong-gu, Suwon-si, Gyeonggi-do (Phone) 031-213-4321~7 (Website) http://www.nhnongwoobio.co.kr Preparer: (Title) Head of Planning & Coordination Office (Name) Hwang In-seo (Phone) 031-218-1117

Decision on business acquisition

1. Business being acquired: The entire Nonghyup Seed Center business of NongHyup Economic Holdings Co., Ltd. 2. Main content of the business being acquired: Vegetable seed business 3. Acquisition price (KRW): 36,738,000,000 - Whether the entire business is being acquired: Yes - Financial details (KRW): acquired business segment (A), assets 23,182,611,701, revenue 18,604,300,607, liabilities 1,716,903,648; the Company as a whole (B), assets 352,924,626,454, revenue 158,789,058,609, liabilities 74,511,601,720; ratio (A/B): assets 6.57%, revenue 11.72%, liabilities 2.30% 4. Purpose of the acquisition: To become a leading global company by strengthening its position in the domestic market 5. Effect of the acquisition: Increased domestic vegetable seed market revenue and profit through the business acquisition 6. Expected acquisition date: contract execution date September 29, 2026; acquisition reference date December 1, 2026 7. Counterparty: company name NongHyup Economic Holdings Co., Ltd.; capital stock (KRW) 3,657,440,455,000; main business: general merchandise wholesale; head office address: 16 Saemunan-ro, Jung-gu, Seoul; relationship with the Company: largest shareholder 8. Payment of the acquisition price 1. Total acquisition price: KRW 36,738,000,000 2. Payment form: cash 3. Amount and timing of payment: December 1, 2026 (transaction closing date) 4. Funding method: cash on hand and financial borrowings The above expected schedule and acquisition price, etc., may change as the process proceeds. 9. Matters concerning external valuation - Whether an external valuation was conducted: Yes - Basis and reason: appropriateness assessment under Article 165-4, Paragraph 1, Item 2 and Paragraph 2 of the FSCMA, and Article 176-6, Paragraph 4 of its Enforcement Decree - Name of the external valuation institution: Hanul Accounting Corp. - External valuation period: September 9, 2026 to September 29, 2026 - External valuation opinion: Hanul Accounting Corp. ("the Appraiser"), under an appraisal services agreement with KOSDAQ-listed NH Nongwoobio Agricultural Corporation Co., Ltd. ("the Company" or "the Acquirer"), performed an appraisal of the appropriateness of the business transfer price, as of a valuation date of May 31, 2026, in connection with the transaction to acquire the Nonghyup Seed Center business ("the Target Business") of NongHyup Economic Holdings Co., Ltd. If the business transfer price proposed by the Company falls within the range derived by the Appraiser applying one or more suitable external valuation methods, the income approach, the asset/cost approach, or the market approach, comprehensively considering the characteristics of the target assets/business and of the transaction, that business transfer price is assessed as "appropriate." This opinion letter was prepared to be used as an attachment to the material event report filed in accordance with the FSCMA regarding this business transfer, and the Appraiser's external valuation results may not be used for any purpose other than that stated in this opinion letter, nor used by anyone other than those named in it. The Appraiser complied with the "Standards for Performing External Valuation Work under the Capital Markets Act" (November 2024) established by the Korean Institute of Certified Public Accountants, as well as Hanul Accounting Corp.'s quality-control regulations for external valuation work under the Capital Markets Act, and the relevant ethical requirements including the fairness provisions of the CPA code of ethics. The Appraiser applied the discounted cash flow (DCF) method to value the Target Business. As of the valuation date, the value of the Target Business is calculated to be in the range of KRW 34,343 million to KRW 40,746 million. Accordingly, the expected transfer price of KRW 36,700 million agreed between the Company and the transferor is judged to be appropriate when considered against the above valuation range as of the valuation date. 10. Whether a special resolution of the shareholders' meeting is required: Yes - Expected shareholders' meeting date: November 6, 2026 - Matters concerning appraisal rights - Requirements for exercise: Under Article 374-2 of the Commercial Act and Article 165-5 of the FSCMA, a shareholder recorded in the Company's shareholder registry as of the record date who notifies the Company in writing of dissent to the resolution by the day before the shareholders' meeting resolution may, within 20 days of the resolution date, demand in writing, stating the type and number of shares, that the Company purchase the shares it owns (limited to shares continuously held from the record date through the exercise date), and may request purchase of only part of the shares held. However, appraisal rights apply only to shares continuously held through the exercise date; shares sold and reacquired during that period lose eligibility, and once exercised, appraisal rights cannot be withdrawn. Also, a shareholder who gave advance written notice of dissent to the board resolution on the business acquisition but then votes in favor at the shareholders' meeting may not exercise appraisal rights. Because the Company is listed on KOSDAQ, it must purchase the shares within one month from the end of the appraisal-right exercise period. - Expected purchase price: KRW 7,332 - Procedure, method, period, place for exercise: (1) Method of expressing dissent: Under Article 374-2 of the Commercial Act and Article 165-5 of the FSCMA, a shareholder recorded in the Company's shareholder registry as of the record date (limited to those who continuously hold the shares through the notice date) who wishes to exercise appraisal rights must notify the Company in writing of dissent to the board resolution on the business acquisition before the shareholders' meeting. A beneficial shareholder whose shares are held in custody by a securities company must notify that securities company by 3 business days before the shareholders' meeting date; the securities company must compile beneficial shareholders' dissent notices and report them to the Korea Securities Depository by 2 business days before the meeting date, and the Depository must notify the Company of the dissent on behalf of beneficial shareholders before the meeting date. Receipt deadlines (online/phone/in-person) differ by securities company; please check with the relevant securities company. A shareholder wishing to notify dissent directly to the Company may do so in writing before the shareholders' meeting. (2) Method of requesting purchase: Under Article 374-2 of the Commercial Act and Article 165-5 of the FSCMA, a shareholder who has notified dissent to this business acquisition may, within 20 days of the resolution date, demand in writing, stating the type and number of shares, that the Company purchase the shares it owns. Appraisal rights are granted only for shares continuously held through the exercise date; shares sold and reacquired during that period lose eligibility. A general shareholder whose shares are held in custody by a securities company may request purchase by completing and submitting an appraisal-right exercise application to that securities company; if the shareholder requests purchase by 2 business days before the end of the purchase-request period, the Korea Securities Depository will file the request on the shareholder's behalf. A shareholder wishing to exercise appraisal rights directly with the Company may notify the Company in writing by close of business on the last day of the exercise period. (3) Exercise period: record date for determining shareholders October 14, 2026; receipt of notices of dissent to the business acquisition October 22, 2026 to November 5, 2026; expected shareholders' meeting date to approve the business acquisition November 6, 2026; appraisal-right exercise period November 6, 2026 to November 25, 2026 (4) Place of exercise: beneficial shareholders, the relevant securities company; registered shareholders, Stock Affairs Officer, 7th floor, 114-8 Central Town-ro, Yeongtong-gu, Suwon-si, Gyeonggi-do - Expected timing and method of payment: within one month from the end of the appraisal-right exercise period; holders of special accounts (formerly registered shareholders), cash payment or transfer to the registered account; general shareholders whose shares are held by a securities company (formerly beneficial shareholders), transfer to the shareholder's own account at that securities company. - Matters on restriction of appraisal rights: Under Article 374-2 of the Commercial Act, a shareholder who dissents from the board resolution on the business acquisition and notifies the Company in writing by the day before the shareholders' meeting may demand, within 20 days of the resolution date, in writing stating the type and number of shares, that the Company purchase the shares it owns, limited to shares continuously held from the record date through the exercise date. A shareholder who gave advance written notice of dissent but then votes in favor at the shareholders' meeting may not exercise appraisal rights. - Effect on the contract: If the Company's and the transferor's special shareholders'-meeting resolutions approving this business acquisition are not obtained, the transaction cannot be closed. 11. Board resolution date (decision date): September 29, 2026 - Attendance of independent (outside) directors: present 6; absent - - Attendance of auditor (audit committee member who is not an independent/outside director): present 12. Whether this constitutes a backdoor listing: Not applicable - Plans for a third-party-allotted capital increase, etc. within the next 6 months: Not applicable 13. Whether the other company meets backdoor-listing requirements: Not applicable 14. Whether subject to Fair Trade Commission reporting: Yes 15. Whether a put-option or similar agreement was executed: No; contract details: - * An independent director applies to listed companies and an outside director to unlisted companies. 16. Plans for future corporate restructuring: Because this is a business the Company already operates, it will be incorporated into an existing business division without establishing a separate corporate entity. 17. Other important matters for investment decisions 1) The "acquired business segment (A)" assets and liabilities in "3." above are as of December 31, 2025, and revenue covers January 1, 2025 through December 31, 2025. The "Company as a whole (B)" financial details are based on consolidated financial statements prepared under K-IFRS for January 1, 2025 through December 31, 2025. 2) In "6." above, "contract execution date" is the date of the Company's board resolution and the date both parties signed the contract; "acquisition reference date" is the date on which the transferor transfers the business-transfer assets to the Acquirer (the effective date), and the business-transfer asset succession process is completed on the closing date, which may change depending on the terms of the acquisition agreement and filing schedule with relevant authorities. 3) The "capital stock (KRW)" of "7." above is based on the financial statements in the audit report as of the end of 2025. 4) An external valuation institution assessed the appropriateness of the above acquisition price; it is not a related party of the transferor under Article 176-5, Paragraphs 11 and 12 of the Enforcement Decree of the FSCMA. See the attached "External Valuation Institution's Opinion Letter" for details. 5) Under Article 374 of the Commercial Act, approval of the business acquisition at the shareholders' meeting is a special resolution matter. If the extraordinary shareholders' meeting fails to obtain the approval of two-thirds or more of the voting rights of shareholders present and one-third or more of the total issued shares, the business acquisition could fail. By law, if the shareholders' meeting rejects approval, appraisal rights also lapse, and the business transfer/acquisition agreement does not take effect. (4) Expected share purchase price for appraisal rights [common shares] NH Nongwoobio - Company's proposed price for consultation: KRW 7,332 - Basis for calculation: a price 5% higher than the amount calculated under the purchase-price method of Article 165-5 of the FSCMA and Article 176-7 of its Enforcement Decree - Method of handling if agreement is not reached: under Article 165-5 of the FSCMA, the amount calculated based on the trading price of the relevant shares on the securities market; a requesting shareholder who disagrees may petition the court to determine the purchase price (noting the court may reach a different view on whether such a petition may be filed). ① Company's proposed price for consultation: calculated under Article 176-7, Paragraph 3, Item 1 of the Enforcement Decree of the FSCMA, as the arithmetic average of the volume-weighted average daily closing prices on the securities market over the past 2 months, past 1 month, and past 1 week, each counted back from the day before the board resolution date related to the business acquisition (adjusted for any ex-dividend/ex-rights period of 7 days or more), weighted by trading volume. [Method of calculating the expected share purchase price (Article 176-7, Paragraph 3 of the Enforcement Decree of the FSCMA)] - Most recent 2-month volume-weighted average price: KRW 6,901 (July 29, 2026 to September 28, 2026) - Most recent 1-month volume-weighted average price: KRW 7,012 (August 29, 2026 to September 28, 2026) - Most recent 1-week volume-weighted average price: KRW 7,037 (September 22, 2026 to September 28, 2026) - Base purchase price [(sum)/3]: KRW 6,983 [Calculation detail] (Unit: KRW; shares; KRW) - Date, Closing price, Trading volume, Closing price x Trading volume: 2026/09/28: 7,040; 12,503; 88,021,120 2026/09/23: 7,070; 20,853; 147,430,710 2026/09/22: 7,000; 15,420; 107,974,000 2026/09/21: 7,070; 20,085; 142,000,950 2026/09/18: 7,060; 3,648; 25,754,880 2026/09/17: 7,040; 10,850; 76,384,000 2026/09/16: 7,010; 6,885; 48,263,850 2026/09/15: 7,050; 6,937; 48,905,850 2026/09/14: 7,050; 8,045; 56,717,250 2026/09/11: 7,010; 10,326; 72,385,260 2026/09/10: 7,030; 7,659; 53,842,770 2026/09/09: 6,950; 19,160; 133,162,000 2026/09/08: 7,030; 16,614; 116,796,420 2026/09/07: 7,030; 13,750; 96,662,500 2026/09/04: 7,020; 16,966; 119,101,320 2026/09/03: 6,970; 15,479; 107,888,630 2026/09/02: 6,900; 30,349; 209,408,100 2026/09/01: 6,950; 11,062; 76,880,900 2026/08/31: 6,940; 31,895; 221,351,300 2026/08/28: 6,870; 15,407; 105,846,090 2026/08/27: 6,800; 13,331; 90,650,800 2026/08/26: 6,830; 10,066; 68,750,780 2026/08/25: 6,820; 15,757; 107,462,740 2026/08/24: 6,720; 8,868; 59,592,960 2026/08/21: 6,720; 16,681; 112,096,320 2026/08/20: 6,780; 16,823; 114,059,940 2026/08/19: 6,690; 28,029; 187,514,010 2026/08/18: 6,770; 45,956; 311,122,120 2026/08/14: 6,910; 22,141; 152,994,310 2026/08/13: 6,930; 11,915; 82,570,950 2026/08/12: 6,920; 10,545; 72,971,400 2026/08/11: 6,970; 15,591; 108,669,270 2026/08/10: 6,970; 15,807; 110,174,790 2026/08/07: 6,940; 15,160; 105,210,400 2026/08/06: 6,890; 13,649; 94,041,610 2026/08/05: 6,850; 15,055; 103,126,750 2026/08/04: 6,770; 15,650; 105,950,500 2026/08/03: 6,660; 19,108; 127,259,280 2026/07/31: 6,690; 26,501; 177,291,690 2026/07/30: 6,620; 33,268; 220,234,160 2026/07/29: 6,600; 60,388; 398,560,800 Resulting averages: 2-month volume-weighted average closing price (2026/07/29-2026/09/28) KRW 6,901; 1-month volume-weighted average closing price (2026/08/29-2026/09/28) KRW 7,012; 1-week volume-weighted average closing price (2026/09/22-2026/09/28) KRW 7,037; arithmetic average KRW 6,983. [Reason for selecting the appraisal-right exercise price]: To secure procedural transparency of this business acquisition and prevent conflicts of interest among shareholders, a special committee composed entirely of the Company's 3 independent directors was operated. Advised by outside advisors (a law firm and an accounting firm), the special committee closely reviewed the purpose, procedure and terms of the business acquisition and the legitimacy, appropriateness and fairness of its purpose, and reviewed ways to set the appraisal-right purchase price to enhance shareholder value and protect minority shareholders' interests. The Company will consult with shareholders based on a price that applies a 5% premium to the market arithmetic-average price calculated under the FSCMA, which was judged a reasonable decision to favor minority shareholders and facilitate a smooth process, with the Company's financial burden confirmed in advance to be at an acceptable level. ② Method of handling if agreement is not reached: under Article 165-5 of the FSCMA, the amount is calculated based on the trading price of the relevant shares on the securities market; a requesting shareholder who disagrees may petition the court to determine the purchase price. ③ Please note that the share purchase price and matters concerning exercise of appraisal rights may change during consultation with shareholders, if necessary. (5) Please refer to the attachment for the board's opinion letter on the purpose, expected effects and appropriateness of the acquisition price of this business acquisition. (6) Under the Fair Trade Commission's Business Combination Reporting Guidelines (2025), following the amendment to the Fair Trade Act (effective August 7, 2024), business acquisitions between affiliated companies where the acquirer owns 50% or more of the target under the Commercial Act's parent-subsidiary definition are excluded from mandatory business-combination reporting; accordingly, this transaction is not subject to that reporting requirement. (7) Because the expected transaction amount of this business acquisition, approximately KRW 36.7 billion, constitutes a large-scale internal transaction under Article 26 of the Fair Trade Act, it was approved by the board on September 29, 2026. Under Clause 10 of the Regulation on Board Resolutions and Disclosure for Large-Scale Internal Transactions, etc., this material event report substitutes for the related disclosure. Related disclosures: None.