Share exchange/transfer decision (subsidiary)

What happened

Report on a material management matter of the subsidiary One Store Co., Ltd.

1. Classification: Share exchange

2. Company subject to the exchange/transfer a. Company name: Nexus Co., Ltd. b. Representative: Jang Hyun-guk c. Main business: Software development and services d. Total shares issued: common shares 85,911,535; other class shares - e. Summary financials for the most recent fiscal year (KRW million): total assets 73,997; total liabilities 43,899; total equity 30,098; capital stock 29,862

3. Exchange/transfer ratio: 1.6999445

4. Purpose of the exchange/transfer This share exchange is intended to bring One Store Co., Ltd. under full ownership as a wholly owned subsidiary of Nexus Co., Ltd., for the following purposes: (1) Improving management efficiency and unifying the decision-making structure: aligning the interests of both companies' shareholders to build a decision-making structure that can respond quickly and flexibly to a rapidly changing market environment. (2) Creating business synergy: combining One Store's app-market and digital content distribution capabilities with Nexus's blockchain and payment technology capabilities to strengthen business competitiveness and enhance corporate value. (3) Securing transaction transparency and reducing costs: internalizing transactions between affiliated companies to secure transaction transparency and reduce direct and indirect transaction costs. (4) Providing liquidity for minority shareholders: by delivering Nexus common shares, which are listed on KOSDAQ, to the remaining shareholders of One Store, an unlisted company, as a means to recover their investment (however, the exchange-issued new shares will be subject to a one-year resale restriction).

5. Exchange/transfer schedule - Expected shareholders' meeting date: 2026-10-29 - Old share certificate submission period: start 2026-10-30, end 2026-12-04 - Exchange/transfer date: 2026-12-08 - Expected new share certificate delivery date: 2026-12-28

6. Name of the wholly owning parent company after the exchange/transfer: Nexus Co., Ltd.

7. Matters concerning appraisal rights [Requirements for exercise] Because One Store Co., Ltd. is proceeding by way of a simplified share exchange under Article 360-9 of the Commercial Act, under Article 360-5, Paragraph 2 of the Commercial Act, any shareholder recorded in One Store's shareholder registry as of the record date for determining shareholders with rights (October 14, 2026) who objects to this share exchange must notify One Store in writing of its dissent within two weeks from the date of the simplified share exchange public notice/notification (October 14, 2026), i.e., by October 28, 2026. A shareholder who has given such notice of dissent may, within 20 days from the day after that period expires (October 29, 2026 to November 18, 2026), demand in writing, stating the type and number of shares, that One Store purchase the shares it owns. Meanwhile, because Nexus Co., Ltd. is proceeding by way of a small-scale share exchange under Article 360-10 of the Commercial Act, Nexus shareholders are not granted appraisal rights (Article 360-10, Paragraph 7 of the Commercial Act).

[Expected purchase price] KRW 3,065 per share (the same as the exchange value per share of One Store common stock). The expected purchase price was calculated as the per-share price derived for determining the exchange ratio in the share exchange, taking into account the company's asset value and earnings value. The purchase price will be determined through consultation between the shareholder and the company; if no agreement is reached within 30 days from the end of the purchase request period, the company or the requesting shareholder may petition the court to determine the purchase price (Article 360-5, Paragraph 3, and Article 374-2, Paragraphs 3 and 4 of the Commercial Act). See "10.e." for the basis of calculating the expected purchase price.

[Procedure, method, period and place for exercise] (1) Notice of dissent period: October 14, 2026 to October 28, 2026 (2) Appraisal right exercise period: October 29, 2026 to November 18, 2026 (3) Method of exercise: Both the notice of dissent and the purchase request must be submitted to One Store in writing, stating the type and number of shares. (4) Place of receipt: One Store's head office, Management Planning Team, 5th floor, 54 Gwacheon-daero 2-gil, Gwacheon-si, Gyeonggi-do (Galhyeon-dong, Ground V) (5) Once appraisal rights have been exercised, they cannot be withdrawn without the company's consent.

[Expected timing and method of payment] (1) Expected timing of payment: within two months from the end of the purchase request period, i.e., November 27, 2026 (expected) (2) Method of payment: transfer to the account designated by the requesting shareholder in their own name (3) Even if agreement on the purchase price is not reached and the matter is referred to the court, One Store plans to first pay the amount calculated at the expected purchase price on the above scheduled payment date, and settle any difference with the court-determined price afterward.

[Restrictions on appraisal rights] Because One Store is an unlisted company, the restrictions on shares eligible for a purchase request under Article 165-5 of the Financial Investment Services and Capital Markets Act ("FSCMA") and Article 176-7 of its Enforcement Decree do not apply. However, only shareholders who notify their dissent in writing within the dissent-notice period may exercise appraisal rights, and only as to the shares so notified.

[Effect on the contract] The scale of appraisal-right exercises is not stipulated as a ground for terminating this share exchange agreement, and if the share exchange agreement is terminated or loses effect, the exercise of appraisal rights also loses effect.

8. Board resolution date (decision date): 2026-09-29 - Attendance of independent (outside) directors: present -; absent - - Attendance of the auditor (audit committee member): absent

9. Plans for future corporate restructuring As of the date of submission of this report, no specific plans for future corporate restructuring of Nexus Co., Ltd. or One Store Co., Ltd. have been decided; any such decision will be disclosed under the relevant disclosure regulations.

10. Other matters for reference in investment decisions a. Detailed schedule In addition to "5. Exchange/transfer schedule" above, the detailed schedule for this share exchange is as follows and may change through consultation with relevant authorities, approvals, and consultation between the contracting parties. On September 29, 2026, Nexus (small-scale share exchange) and One Store (simplified share exchange) will each hold board resolutions; Nexus will submit the material event report and publish notice of the record date, while One Store will approve the share exchange agreement and the record date. On September 30, 2026, the two companies will execute the share exchange agreement. On October 14, 2026, the record date for determining shareholders with rights will be set, and public notice/notification of the small-scale and simplified share exchanges, along with receipt of dissent notices, will begin. Receipt of dissent notices ends October 28, 2026, and on October 29, 2026, the board (acting in place of the shareholders' meeting) will approve the share exchange; for One Store, receipt of appraisal-right requests will also begin on this date. On October 30, 2026, Nexus will request the transfer agent to issue new shares, and One Store will give public notice/notification of the invalidation of old share certificates. Receipt of appraisal-right requests by One Store ends November 18, 2026, and the appraisal-right purchase price is expected to be paid November 27, 2026. One Store's old-share submission period ends December 4, 2026 (expiry of the notice/announcement invalidating old share certificates), and both companies will reach the record date for determining shareholders subject to the exchange on December 7, 2026. December 8, 2026 is the share exchange date (effective date); Nexus will concurrently apply for a registration change, and on December 15, 2026, Nexus's registration change will be completed (expected) and the completion report on the merger, etc. will be submitted. Thereafter, Nexus will apply for additional listing on December 18, 2026, and the additional listing and trading of the exchange-issued new shares are expected to begin December 28, 2026.

b. Share exchange procedure (simplified and small-scale) Because Nexus owns 90% or more of One Store's total issued shares, One Store proceeds by way of a simplified share exchange under Article 360-9 of the Commercial Act, and the "expected shareholders' meeting date" in "5." above is the expected date of board approval in place of a shareholders' meeting. Because Nexus proceeds by way of a small-scale share exchange, if shareholders holding 20% or more of Nexus's total issued shares notify their dissent in writing, Nexus may terminate this agreement or convert to the general share exchange procedure.

c. Allotment of exchange-issued new shares and officer composition As of the date of this disclosure, One Store's shareholders are Nexus with 21,805,311 shares (95.88%), 111,354 treasury shares (0.49%), and other shareholders with 825,066 shares (3.63%). One Store plans to retire its treasury shares and any treasury shares acquired through appraisal-right requests before the share exchange date, and no exchange-issued new shares will be allotted to treasury shares. The exchange-issued new shares Nexus will issue total 1,402,566 common shares (which may decrease depending on the results of appraisal-right requests); fractional shares of less than one share will be paid in cash within one month from the share exchange date, based on the closing price on the new shares' listing date. After completion, One Store will remain an unlisted company as a 100% wholly owned subsidiary of Nexus, with no direct change to its financial structure and no newly appointed officers.

d. Loss of effect, termination, and amendment of the exchange agreement If either company's board rejects the approval agenda for this share exchange, this agreement retroactively loses effect. The agreement may also be terminated or amended upon the parties' agreement, failure to obtain required permits/approvals, material adverse change, unfairness of the exchange ratio, notice of dissent by shareholders holding 20% or more of Nexus's total issued shares, material breach of obligations, or other grounds set out in Article 13 of 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: 1. Where the parties agree in writing to terminate this agreement. 2. Where a government approval required for this share exchange is conclusively not obtained, or this share exchange results in an incurable material violation of law, by written notice from either party. 3. Where a material adverse change occurs in the assets, liabilities, or management condition of either party (including default, bankruptcy, commencement of rehabilitation proceedings, etc.), by written notice from the other party. 4. Where the exchange ratio is unfair or other grounds arise that make it impossible to maintain this agreement, by the party not at fault. 5. Where a shareholder holding 20% or more of Nexus's total issued shares notifies in writing its dissent to this share exchange under Article 360-10, Paragraph 5 of the Commercial Act, by written notice from Nexus. 6. Where either party materially breaches its obligations and fails to cure the breach within 7 days of receiving a written notice from the other party demanding a cure, by written notice from the other party.

e. Basis for calculating the expected appraisal-right purchase price Because One Store is an unlisted company and the FSCMA's statutory method for determining the purchase price does not apply, upon the recommendation of One Store's special committee, the expected purchase price was set equal to the per-share exchange value so that dissenting shareholders and remaining shareholders are not treated more or less favorably than each other. Even if agreement on the purchase price is not reached by the share exchange date, Nexus will acquire all shares subject to the exchange, including those shares, on the share exchange date, and the purchase price will subsequently be finalized and settled under procedures set out in the Commercial Act.

f. Resale restriction on the exchange-issued new shares The exchange-issued new shares will be electronically registered with the Korea Securities Depository under Article 2-2, Paragraph 2, Item 1 of the Regulation on Issuance and Disclosure of Securities, and withdrawal and sale will be restricted for one year; shareholders receiving the exchange-issued new shares may not dispose of them for one year from the date of delivery.

g. Tax burden Upon receipt of the purchase price or fractional-share proceeds from an appraisal-right request, corporate or income tax and securities transaction tax may be imposed on the capital gain, and the tax burden may vary depending on each shareholder's individual circumstances.

h. Other The summary financial information in "2." above is based on Nexus's 2025 consolidated financial statements, and the total issued shares figure is as of the date of this disclosure. Matters not determined by the board are delegated to the CEO.

[Matters concerning directors' fiduciary duty] To fulfill directors' fiduciary duty under Article 382-3 of the Commercial Act and the fairness-enhancing measures under the Ministry of Justice's "Guidelines on Directors' Conduct Standards in Corporate Restructuring," One Store (i) established and operated a special committee composed of outside experts with no interest relationship with the company or its controlling shareholder Nexus, and (ii) obtained review by outside experts independently retained by the special committee (Samduk Accounting Corp. and Haegwang LLC), among other procedures to secure fairness as to the purpose and terms of this share exchange. Because One Store has no outside directors and its inside directors and auditor cannot be considered independent given their relationship with Nexus, a special committee of three outside experts (Chairman Lee Jeong-ho, CPA; member Oh Jae-seung, attorney; member Choi Bong-rak, CPA) was formed by board resolution at the 106th board meeting on September 10, 2026. The special committee held three meetings, on September 14, 22, and 28, 2026, reviewing the purpose of this share exchange, the method of calculating the exchange value, the appropriateness of Nexus's benchmark market price, consistency with the price of the prior old-share purchase, potential dilution from convertible bonds, and measures to protect minority shareholders, and recommended that the expected purchase price be set equal to the exchange value, that payment be made first even if agreement on the purchase price is not reached, and that treasury shares be retired before the share exchange date, all of which the company adopted. Samduk Accounting Corp. calculated the exchange ratio range by symmetrically applying intrinsic value to both companies as 1: 1.4452 to 1.9939, and found that One Store's intrinsic value per share (KRW 3,087) did not differ significantly from the prior old-share purchase price (KRW 3,093). Nexus also separately established and operated a special committee composed of three independent directors; for further details, please refer to the material event report (share exchange/transfer decision) that Nexus submitted on the same date.

Related disclosures: 2026-09-29 Share exchange/transfer decision Related disclosure regulations: Financial Investment Services and Capital Markets Act

[Matters concerning the subsidiary] Subsidiary name: One Store Co., Ltd. (English: One store Co., Ltd.) Representative: Yoon Cheol-jin Main business: Portal and other internet information intermediary services Whether a major subsidiary: Applicable Subsidiary's total assets (KRW): 170,290,047,141 Parent company's consolidated total assets (KRW): 73,997,083,543 Ratio to parent company's consolidated total assets (%): 230.13