Material event report (merger)

What happened

Material event report / Matters subject to KRX reporting obligation To the Financial Services Commission / Korea Exchange September 29, 2026 Company name: Sajodaerim Co., Ltd. CEO: Kim Sang-hoon Head office address: 2159 Nambusunhwan-ro, Seocho-gu, Seoul (Phone) 02-3470-6000 (Website) http://dr.sajo.co.kr Preparer: (Title) Head of Management Support Division (Name) Shim Jong-bo (Phone) 02-3470-6000

Decision on company merger

1. Merger method: Sajodaerim Co., Ltd. will absorb Samah Venture Co., Ltd. - Surviving company: Sajodaerim Co., Ltd. - Dissolving company: Samah Venture Co., Ltd. - Merger type: Small-scale merger

2. Purpose of the merger: To increase management efficiency and strengthen business competitiveness

3. Material effects and impact of the merger 1) Effect on the Company's management: As of the date of this report, Sajodaerim holds 100% of the equity of Samah Venture, the company to be absorbed. Accordingly, upon completion of the merger, Sajodaerim will remain the surviving company without issuing any new shares as a result of the merger, and Samah Venture will dissolve after the merger. The merger ratio between the surviving and dissolving companies is 1.0000000 : 0.0000000, an absorption-type merger, and there will be no change in Sajodaerim's largest shareholder after the merger. 2) Effect on the Company's finances and operations: Because this is a no-new-shares merger, it is not expected to have a material effect on Sajodaerim's management, finances or operations; however, by integrating the human and physical resources of the two wholly owned parent-and-subsidiary companies, it is expected to contribute to maximizing corporate value through management rationalization, improved management efficiency, and reduction of redundant costs.

4. Merger ratio: Sajodaerim Co., Ltd. : Samah Venture Co., Ltd. = 1.0000000 : 0.0000000 - (For a dissolution-merger of a special purpose acquisition company: multiple of the listing-day base price of the merger-issued new shares relative to the SPAC's closing price on its last trading day) -

5. Basis for calculating the merger ratio Sajodaerim, the surviving company, owns 100% of the shares of Samah Venture, the dissolving company, and because no merger-issued new shares will be issued, the merger ratio was calculated as 1.0000000 : 0.0000000. - Corporate value: surviving company -; dissolving company -

6. Matters concerning external valuation - Whether an external valuation was conducted: Not applicable - Basis and reason: Under the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the FSCMA, where a company owning all of another company's issued shares merges with that company without issuing new shares, an external valuation institution's assessment of the appropriateness of the merger price is not required; because this merger falls under that case, no external valuation was conducted. - Name of the external valuation institution: - - External valuation period: - - External valuation opinion: -

7. Type and number of merger-issued new shares: common shares -; other class shares -

8. Counterparty company to the merger - Company name: Samah Venture Co., Ltd. - Main business: Manufacture of seasoning materials - Relationship with the Company: Subsidiary - Financial details for the most recent fiscal year (KRW): total assets 54,402,435,825; capital stock 8,100,000,000; total liabilities 28,750,805,599; revenue 83,203,016,861; total equity 25,651,630,226; net income 30,624,070 - Whether externally audited: Yes; auditor: Woori Accounting Corp.; audit opinion: Unqualified - (For a SPAC dissolution-merger): representative -; date of incorporation -; head office address -; expected securities registration statement filing date -

9. Newly incorporated merged company: company name -; financial details at incorporation (KRW): total assets -, total liabilities -, total equity -, capital stock -; current newly incorporated business segment's most recent fiscal year revenue (KRW) -; main business -; whether re-listing will be applied for: Not applicable

10. Merger schedule - Merger 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 merger: start October 14, 2026, end October 28, 2026 - Expected shareholders' meeting date: - - Appraisal-right exercise period: start -, end - - Old share certificate submission period: start -, end - - Expected trading suspension period: start -, end - - Creditor objection period: start October 30, 2026, end November 30, 2026 - Merger date: December 1, 2026 - Completion report shareholders' meeting date: December 2, 2026 - Expected merger registration date: December 2, 2026 - Expected new share certificate delivery date: - - Expected new share listing date: -

11. Whether this constitutes a backdoor listing: Not applicable 12. Whether the other company meets backdoor-listing requirements: Not applicable

13. Matters concerning appraisal rights - Requirements for exercise: Because this merger proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, Sajodaerim's shareholders are not granted appraisal rights. - Expected purchase price: - - Procedure, method, period, place for exercise: - - Expected timing and method of payment: - - Matters on restriction of appraisal rights: - - Effect on the contract: -

14. Board resolution date (decision date): September 29, 2026 - Attendance of independent (outside) directors: present 3; absent - - Attendance of the auditor (audit committee member who is not an independent/outside director): -

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

16. Whether subject to securities registration statement filing: No - Reason exempted from filing: Because this merger is a no-new-shares absorption merger, no offering or sale of securities requiring a securities registration statement occurs in the course of the merger. * An independent director applies to listed companies and an outside director to unlisted companies.

17. Plans for future corporate restructuring: As of the date of this report, no matters regarding corporate restructuring to be pursued or planned after completion of the merger have been determined.

18. Other important matters for investment decisions 1) Because this merger proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, appraisal rights are not recognized, and board approval substitutes for shareholders' meeting approval. 2) Although this merger proceeds as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if shareholders holding 20% or more of the surviving company's total issued shares notify in writing their dissent to the merger within two weeks of the merger public notice date, the merger cannot proceed as a small-scale merger. 3) The "most recent fiscal year financial details" of "8." above are based on the financial statements as of the end of 2025. 4) If grounds for termination or loss of effect under the merger agreement arise between the agreement date and the merger date (or the deadline set in the merger agreement), including failure to obtain required government permits/approvals, failure of required consultation with or at the request of relevant authorities, unforeseeable force majeure, abrupt change in economic conditions, material change in management condition, or other circumstances requiring amendment, the merger agreement may be amended or terminated. 5) The merger schedule above is the expected schedule as of this report's disclosure and may change depending on consultation and approval with relevant authorities and the circumstances of the merging companies. 6) The completion-report shareholders' meeting in the schedule above will be substituted, pursuant to Article 526, Paragraph 3 of the Commercial Act, by board resolution and public notice. Related disclosures: None

[Detailed statement of material merger matters] 1. Overview of the merger a. Basic matters concerning the merger (1) Purpose 1) Counterparty to the merger - Post-merger surviving company (merging company): Trade name Sajodaerim Co., Ltd.; address 2159 Nambusunhwan-ro, Seocho-gu, Seoul; CEO Kim Sang-hoon; corporate classification: KOSPI-listed company - Post-merger dissolving company (merged company): Trade name Samah Venture Co., Ltd.; address 566 Ideok-ro, Iwol-myeon, Chungcheongbuk-do; CEO Choi Gap-gyun; corporate classification: unlisted company 2) Background of the merger: The merger is intended to let Sajodaerim, the surviving company, absorb its wholly owned subsidiary Samah Venture in order to concentrate business capabilities and improve management efficiency through cost savings and more efficient resource management. 3) Whether this constitutes a backdoor listing: Not applicable. 4) Material effect and impact on the Company's management, finances, operations, etc.: As of the date of this report, Sajodaerim holds 100% of the equity of Samah Venture. Upon completion of the merger, Sajodaerim will remain the surviving company without issuing new shares, and Samah Venture will dissolve. Because this is a no-new-shares merger, it is not expected to have a material effect on Sajodaerim's management, finances or operations, but integrating the resources of the two wholly owned parent-and-subsidiary companies is expected to contribute to maximizing corporate value through management rationalization, improved efficiency and reduced redundant costs. The merger ratio between the two companies is 1.0000000 : 0.0000000, an absorption-type merger, with no change in Sajodaerim's largest shareholder after the merger. 5) Plans for future corporate restructuring: As of the date of this report, no matters regarding corporate restructuring to be pursued or planned after completion of the merger have been determined. (2) Overview of the counterparty company: See "2. Matters concerning the merger counterparty company" below. (3) Form of the merger 1) Method of merger: Sajodaerim will absorb Samah Venture; Sajodaerim will survive and Samah Venture will dissolve. 2) Whether this is a small-scale or simplified merger, and basis: This merger, being a no-new-shares method with no issuance of merger-related new shares, is a small-scale merger under Article 527-3 of the Commercial Act, and merger approval is substituted by board approval. 3) Notable matters regarding the method of merger: Although this merger proceeds as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, a small-scale merger cannot proceed if shareholders holding 20% or more of the surviving company's total issued shares notify the company in writing of their dissent to the merger within two weeks of the small-scale merger public notice date. Also, because this is a small-scale merger under Article 527-3, Sajodaerim's shareholders are not granted appraisal rights. (4) Major merger schedule - Board resolution to merge: September 29, 2026 - Public notice setting the record date for shareholders: September 29, 2026 (notice on the Company's website) - Material event report filing: September 29, 2026 - Merger agreement date: September 30, 2026 - Record date for determining shareholders: October 14, 2026 - Small-scale merger public notice: October 14, 2026 (notice on the Company's website) - Period for receiving notices of dissent to the merger: start October 14, 2026, end October 28, 2026 - Board resolution approving the merger (in place of shareholders' meeting): October 29, 2026 - Public notice for creditor objections: October 30, 2026 (notice on the Company's website) - Creditor objection period: start October 30, 2026, end November 30, 2026 - Merger date: December 1, 2026 - Board resolution on merger completion report (in place of shareholders' meeting): December 2, 2026 - Public notice of merger completion: December 2, 2026 (notice on the Company's website) - Expected merger registration date: December 2, 2026 The major merger schedule above is the expected schedule as of the filing date and may change due to permits/approvals under relevant laws and consultation with relevant authorities. (5) Whether a securities registration statement must be filed: Not applicable; reason exempted: no-new-shares merger (6) Conditions for consummation of the merger: See "c. Investment risk factors related to the merger - (1) Risk factors that could make consummation of the merger difficult" below.

b. Merger ratio and basis for its calculation (1) Merger ratio and basis for calculation: Sajodaerim, the surviving company, owns 100% of the issued shares of Samah Venture, the dissolving company, and because no merger-issued new shares will be issued for the dissolving company's shares in the merger, the merger ratio was calculated as 1.0000000 : 0.0000000. (2) Whether an external valuation was conducted: The proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the FSCMA provides that where a company owning all of another company's issued shares merges with that company without issuing new shares, an external valuation institution's assessment of the appropriateness of the merger price is not required; because this merger falls under that case, no external valuation was conducted.

c. Investment risk factors related to the merger (1) Risk factors that could make consummation of the merger difficult 1) Termination conditions under the merger agreement Article 10 (Effect of the Agreement): (1) This agreement becomes effective upon execution. (2) If either merging company fails to obtain board approval of this agreement under Article 6, this agreement automatically loses effect. Article 11 (Termination of the Agreement): (1) Either merging company may terminate this agreement at any time before the merger date by written agreement of the merging companies. (2) If a force majeure event, or a material change in either company's assets, liabilities or management condition, or an unforeseen material defect, insolvency, or other material change in circumstances related to the merger occurs, the merging companies may, by agreement, adjust the terms of this agreement or terminate it. (3) If a shareholder holding 20% or more of the surviving company's total issued shares notifies in writing, within two weeks of the public notice or notification date of the small-scale merger under Article 527-3, Paragraph 4 of the Commercial Act, its dissent to the merger, the surviving company may terminate this agreement by written notice to the dissolving company. (4) If either merging company fails to obtain a required government or regulatory approval for the merger, or an approval material to its business is conclusively denied, the other company may terminate this agreement by written notice. 2) Matters concerning the listing and potential delisting of merger-issued new shares: Because Sajodaerim owns 100% of Samah Venture's issued shares, this is a no-new-shares merger, so this is not applicable. Also, because this merger does not constitute a backdoor listing, there is no possibility of delisting as a result of this merger. 3) Risk factors to consider when investing in related securities if the merger is consummated: Because this merger is a small-scale merger of Samah Venture, a wholly owned subsidiary of Sajodaerim, the impact on the consolidated financial statements before and after the merger is the same, so risk factors to consider when investing in the securities are limited. 4) Matters concerning any option agreement related to the merger: Not applicable

d. Matters concerning appraisal rights: Because this merger proceeds under the small-scale merger procedure of Article 527-3 of the Commercial Act, appraisal rights are not recognized, and board approval substitutes for shareholders' meeting approval.

e. Interests between the merging companies, etc. (1) Relationship between the merging companies 1) Affiliate or subsidiary relationship: As of the date of this report, Samah Venture is a wholly owned subsidiary (dependent company) in which Sajodaerim holds a 100% stake. 2) Interlocking officers: Kim Sang-hoon, Sajodaerim: CEO (registered); Samah Venture: inside director (registered). Ju Ji-hong, Sajodaerim: inside director (registered); Samah Venture: inside director (registered). Shim Jong-bo, Sajodaerim: Executive Managing Director (unregistered); Samah Venture: auditor (registered). 3) Where the largest shareholder of one merging company is a related party of the other: Because Samah Venture is a subsidiary of Sajodaerim, Sajodaerim's largest shareholder and its related parties are related parties of Samah Venture. 4) Other competitive or complementary business relationships, etc.: Samah Venture is Sajodaerim's wholly owned subsidiary, and the two are in a complementary relationship in food manufacturing and sales activities. (2) Transactions between the merging companies 1) Equity investment (KRW million): Samah Venture, account item: subsidiary; number of shares 810,000; equity ratio 100%; acquisition cost 13,269. The acquisition cost above is the book value as of the date of this disclosure. Sajodaerim acquired all 310,000 shares (100% equity) of Samah Venture through its merger with Sajo Haepyo Co., Ltd. on June 1, 2019. Sajo Haepyo originally acquired 110,000 shares (100% equity) on July 21, 2011 to secure management control, and acquired an additional 200,000 shares through a rights offering on September 24, 2017 (payment date basis), with no change in equity ratio from the increase. Sajodaerim acquired an additional 500,000 shares through a rights offering on July 3, 2023, with no change in equity ratio from the increase. 2) Debt guarantees: Not applicable. 3) Collateral provision: Not applicable. 4) Purchase/sales transactions (KRW thousand), Sajodaerim/Samah Venture: sales, etc., sales: H1 2026 3,989,482; 2025 7,240,794; 2024 6,384,586; interest income: H1 2026 65,708; 2025 9,355; 2024 10,019; purchases, etc., purchases: H1 2026 17,772,568; 2025 34,551,094; 2024 33,397,035; other expenses: H1 2026 -; 2025 -; 2024 416 5) Operating receivables/payables, unpaid amounts/receivables (KRW thousand): trade receivables, H1 2026 1,541,496; 2025 1,343,710; 2024 1,257,773; trade payables, H1 2026 3,248,170; 2025 3,288,222; 2024 3,206,012; other receivables, all periods -; other payables, all periods - (3) Transactions with the Company's largest shareholder 1) Credit extension, etc. to the largest shareholder: Not applicable. 2) Asset transfer, etc. with the largest shareholder: Not applicable. 3) Business transactions with the largest shareholder: Not applicable.

f. Other matters necessary for investor protection (1) History of past mergers, etc.: Not applicable. (2) Largest shareholder's equity stake, etc.: Because this merger is a no-new-shares merger, there is no change in the governance structure of the surviving company before and after the merger. (3) Capital changes after the merger: Because this is a no-new-shares merger, there is no change in Sajodaerim's total issued shares or capital stock after the merger. (4) Post-merger management policy and officer composition, etc.: Notwithstanding Article 527-4, Paragraph 1 of the Commercial Act, under the agreement between the two companies, Sajodaerim's directors and auditor will retain their positions as directors and auditor of the surviving company for the remainder of their terms, regardless of the merger, unless a ground for early termination of their term arises. The directors of Samah Venture, the dissolving company, will lose their positions on the date the merger is registered. (5) Business plans, etc.: There is no plan to change or discontinue the businesses that Sajodaerim and Samah Venture operated before the merger as a result of this merger.

2. Matters concerning the merger counterparty company a. Overview of the company - Legal and commercial name: Samah Venture Co., Ltd. - Date of incorporation: November 26, 1999 - Head office address: 566 Ideok-ro, Iwol-myeon, Chungcheongbuk-do - Whether a small/medium enterprise: Not applicable - Representative: Choi Gap-gyun - Main business: Manufacture of seasoning materials - Fiscal year-end month: December - Listing status: Unlisted - Affiliated companies as of the disclosure document preparation date: Business group name: Sajo - Credit rating, matters concerning irregular incorporation: Not applicable b. Business description: Samah Venture Co., Ltd. was incorporated as a corporation on November 26, 1999 and operates mainly in the manufacture of seasoning materials. It develops and produces seasoning materials (liquid, powder, and flavoring types) and finished sauce products to enhance the flavor of various processed foods, supplying domestic and overseas food processing companies, and supplies various vegetables (for pizza toppings, burgers, salads, lunch boxes) and imported cheese, raw or processed, to domestic food companies. c. Financial matters (1) Summary statement of financial position (most recent 3 years) (Unit: KRW) - FY27 (2025): current assets 20,051,312,592; non-current assets 34,351,123,233; total assets 54,402,435,825; current liabilities 24,300,698,437; non-current liabilities 4,450,107,162; total liabilities 28,750,805,599; total equity 25,651,630,226; total liabilities and equity 54,402,435,825 - FY26 (2024): current assets 18,060,824,177; non-current assets 27,136,903,606; total assets 45,197,727,783; current liabilities 23,641,173,669; non-current liabilities 115,305,076; total liabilities 23,756,478,745; total equity 21,441,249,038; total liabilities and equity 45,197,727,783 - FY25 (2023): current assets 19,634,198,859; non-current assets 25,539,051,597; total assets 45,173,250,456; current liabilities 25,005,585,671; non-current liabilities 84,922,217; total liabilities 25,090,507,888; total equity 20,082,742,568; total liabilities and equity 45,173,250,456 (2) Summary income statement (most recent 3 years) (Unit: KRW) - FY27 (2025): revenue 83,203,016,861; cost of sales (78,317,737,995); gross profit 4,885,278,866; SG&A (4,568,963,523); operating income 316,315,343; non-operating income 218,942,559; non-operating expenses (1,042,345,419); pre-tax income (507,087,517); income tax (benefit) 537,711,587; net income 30,624,070 - FY26 (2024): revenue 81,845,815,375; cost of sales (74,827,662,521); gross profit 7,018,152,854; SG&A (4,149,734,074); operating income 2,868,418,780; non-operating income 137,010,256; non-operating expenses (971,449,487); pre-tax income 2,033,979,549; income tax (143,385,413); net income 1,890,594,136 - FY25 (2023): revenue 75,245,563,652; cost of sales (69,945,579,512); gross profit 5,299,984,140; SG&A (4,097,739,083); operating income 1,202,245,057; non-operating income 133,803,253; non-operating expenses (817,829,843); pre-tax income 518,218,467; income tax (53,132,756); net income 465,085,711 d. External auditor's opinion: FY27, Woori Accounting Corp., Unqualified. FY26, Woori Accounting Corp., Unqualified. FY25, Woori Accounting Corp., Unqualified. e. Matters concerning the board and other corporate bodies: Samah Venture has 3 inside directors and 1 auditor; no committee has been established within the board. f. Matters concerning shareholders: As of the date of this report, Sajodaerim holds 100% of Samah Venture's equity. g. Matters concerning officers and employees: As of the end of H1 2026 (June 30, 2026), Samah Venture has a total of 74 officers and employees, including 3 inside (registered) directors (excluding the auditor). h. Matters concerning affiliated companies, etc.: As of the date of this report, Samah Venture's affiliated companies are the same as the Company's; for details, please refer to Sajodaerim's periodic reports (including the business report and semiannual/quarterly reports). i. Other matters necessary for investor protection (1) Material litigation: Not applicable. (2) Other contingent liabilities, etc.: Not applicable. (3) Status of sanctions: Not applicable.