Material event report (merger)

What happened

Material Event Report (Merger Decision)

6.2

Nature and Environment Co., Ltd.

Material Event Report / Matters Subject to Exchange Reporting Obligations To the Financial Services Commission / Korea Exchange October 2, 2026

Company name: Nature and Environment Co., Ltd. Representative director: Lee Byung-yong Head office address: 116-28 Boheung 1-gil, Useong-myeon, Gongju-si, Chungcheongnam-do (Phone) 02-557-9830 (Website) http://www.e-nne.co.kr Preparer: (Title) In-house Director (Name) Kim Jun-su (Phone) 02-557-9830

Merger Decision

1. Merger method Nature and Environment Co., Ltd. will absorb Hallim Ecotech Co., Ltd. - Surviving company: Nature and Environment Co., Ltd. - Extinguished company: Hallim Ecotech Co., Ltd. - Merger type: Small-scale merger

2. Purpose of the merger: Increased management efficiency and enhanced corporate value

3. Material impact and effect of the merger 1) Impact and effect on the Company's management As of the date of submission of this material event report, Nature and Environment Co., Ltd. holds 100% of the equity of Hallim Ecotech Co., Ltd. Upon completion of this merger, Nature and Environment Co., Ltd. will continue as the surviving company, and Hallim Ecotech Co., Ltd. will be extinguished following the merger. The merging company, Nature and Environment Co., Ltd., will not issue new shares in connection with this merger, and there will be no change in the largest shareholder of Nature and Environment Co., Ltd. after completion of this merger. 2) Impact and effect on the Company's finances and operations This merger involves merging a wholly owned (100%) subsidiary of the Company, and the Company expects the merger to have a positive impact on the Company's finances and operations through the efficient utilization of human and physical resources.

4. Merger ratio Nature and Environment Co., Ltd. : Hallim Ecotech Co., Ltd. = 1.0000000 : 0.0000000 - In the case of a merger involving the extinguishment of a special purpose acquisition company (SPAC): multiple of the base price of the merger new shares on the listing date relative to the closing price on the SPAC's last trading day - Not applicable

5. Basis for calculating the merger ratio The merging company, Nature and Environment Co., Ltd., owns 100% of the shares of the company being merged, Hallim Ecotech Co., Ltd., and since the merging company will not issue new shares for the shares of the company being merged in connection with the merger, the merger ratio was calculated as 1:0. Corporate value - surviving company: -; extinguished company: -

6. Matters relating to external valuation Whether an external valuation was conducted: Not applicable Basis and reason: In accordance with the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (which excludes the appropriateness of the merger value from external valuation where a company that owns the total issued shares of another company merges with that other company without issuing new shares), the Company did not undergo an external valuation. Name of external valuation institution: - External valuation period: - External valuation opinion: -

7. Type and number of merger new shares (shares) Common shares: - Other classes of shares: -

8. Counterparty company to the merger Company name: Hallim Ecotech Co., Ltd. Main business: Manufacture and installation of products related to environmental conservation and restoration Relationship with the Company: Subsidiary Financial details for the most recent fiscal year (KRW): Total assets: 9,694,970,219 Capital stock: 2,000,000,000 Total liabilities: 3,935,774,248 Revenue: 542,000,000 Total equity: 5,759,195,971 Net income: -253,973,203 Whether audited by an external auditor: Institution name: -; Audit opinion: - - In the case of a merger involving the extinguishment of a SPAC: Representative director: -; Date of incorporation: -; Head office location: -; Expected date of securities registration statement filing: -

9. Newly incorporated merger company Company name: - Financial details at incorporation (KRW): Total assets: -; Total liabilities: -; Total equity: -; Capital stock: - Revenue of the newly incorporated business segment for the most recent fiscal year, as of current basis (KRW): - Main business: - Whether a re-listing application will be filed: Not applicable

10. Merger schedule Merger agreement date: October 6, 2026 Shareholder record date: October 19, 2026 Shareholder register closure period - start date: -; end date: - Period for receiving notices of dissent to the merger - start date: October 19, 2026; end date: November 2, 2026 Scheduled date of general shareholders' meeting: - Appraisal right exercise period - start date: -; end date: - Old share certificate submission period - start date: -; end date: - Scheduled trading suspension period - start date: -; end date: - Creditor objection period - start date: November 16, 2026; end date: December 17, 2026 Merger effective date: December 31, 2026 Completion report general meeting date: January 4, 2027 Scheduled merger registration date: January 11, 2027 Scheduled new share certificate delivery date: - Scheduled new share listing date: -

11. Whether this constitutes a backdoor listing: Not applicable 12. Whether backdoor-listing requirements for another company are met: Not applicable

13. Matters relating to appraisal rights Requirements for exercise: As this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, shareholders of Nature and Environment Co., Ltd. are not granted an appraisal right. Expected purchase price: - Procedures, method, period, and place of exercise: - Expected timing and method of payment: - Matters relating to restriction of the appraisal right: - Effect on contracts: -

14. Board resolution date (decision date): October 2, 2026 Independent (outside) director* attendance: Present (persons) 3; Absent (persons) - Auditor (audit committee member who is not an independent (outside) director*) attendance: Absent

15. Whether a put option or other such contract has been executed: No - Contract details: -

16. Whether subject to filing of a securities registration statement: No - Reason for exemption from filing: Since this merger is carried out as a non-capital-increase merger in which no merger new shares are issued, there is no offering or sale of securities requiring the filing of a securities registration statement in the course of this merger.

* Independent director applies to listed companies; outside director applies to unlisted companies.

17. Future plans for corporate restructuring As of the date of submission of this report, there are no finalized matters regarding corporate restructuring that Nature and Environment Co., Ltd. is pursuing or plans to pursue after completion of this merger.

18. Other matters relevant to investment decisions 1) Since this merger proceeds as a small-scale merger under Article 527-3 of the Commercial Act, shareholders of Nature and Environment Co., Ltd. are not granted an appraisal right, and approval of the merger by the general shareholders' meeting is replaced by board approval. However, if a shareholder holding 20% or more of the Company's total issued shares notifies the Company in writing of its dissent to the merger within two weeks from the date of the merger public notice, this merger cannot proceed as a small-scale merger. 2) Since this merger is one for which no external valuation is conducted pursuant to the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the FSCMA (which excludes the appropriateness of the merger value from external valuation where a company that owns the total issued shares of another company merges with that other company without issuing new shares), the entry for "corporate value" under "5. Basis for calculating the merger ratio" above is omitted. 3) "8. Counterparty company to the merger - financial details for the most recent fiscal year" above is based on the financial statements as of the end of 2025. 4) "10. Merger schedule" above reflects the expected schedule as of the date of submission of this report, and may change due to permits, approvals and consultations with relevant authorities under applicable laws. 5) The above completion report general meeting will, pursuant to Article 526, Paragraph 3 of the Commercial Act, be replaced by a board resolution and public notice in lieu of a merger completion report general meeting.

Related disclosures: None

[Detailed Statement of Material Matters Relating to the Merger]

1. Overview of the merger

a. Basic matters relating to the merger 1) Counterparty to the merger

Surviving company after the merger (merging company) Trade name: Nature and Environment Co., Ltd. Location: 116-28 Boheung 1-gil, Useong-myeon, Gongju-si, Chungcheongnam-do Representative director: Lee Byung-yong Corporate classification: KOSDAQ-listed corporation

Extinguished company after the merger (company being merged) Trade name: Hallim Ecotech Co., Ltd. Location: 116-37 Boheung 1-gil, Useong-myeon, Gongju-si, Chungcheongnam-do Representative directors: Lee Byung-yong, Kim Cheol-uk Corporate classification: Unlisted corporation

2) Background to the merger This merger is intended for the merging company, Nature and Environment Co., Ltd., to absorb the company being merged, Hallim Ecotech Co., Ltd., thereby efficiently utilizing management resources to increase management efficiency and strengthen business competitiveness.

3) Whether this constitutes a backdoor listing: Not applicable.

4) Material impact and effect on the Company's management, finances, operations, etc. As of the date of submission of this material event report, Nature and Environment Co., Ltd. holds 100% of the equity of Hallim Ecotech Co., Ltd. The merging company, Nature and Environment Co., Ltd., will not issue new shares in connection with this merger, and there will be no change in the largest shareholder of Nature and Environment Co., Ltd. after completion of this merger. This merger involves merging a wholly owned (100%) subsidiary of the Company, and through this merger, the Company expects a positive impact on its overall management environment through the efficient utilization of human and physical resources.

5) Future plans for corporate restructuring As of the date of submission of this material event report, there are no finalized plans regarding other mergers or corporate restructuring after this merger.

6) Overview of the counterparty company Please refer to "2. Matters Relating to the Merger Counterparty Company" below.

7) Form of the merger (1) Method of merger The merging company, Nature and Environment Co., Ltd., will absorb the company being merged, Hallim Ecotech Co., Ltd.; Nature and Environment Co., Ltd. will continue to exist, and Hallim Ecotech Co., Ltd. will be extinguished. (2) Whether this is a small-scale or simplified merger, and the basis In this merger, the company being merged, Hallim Ecotech Co., Ltd., is a wholly owned (100%) subsidiary of the merging company, Nature and Environment Co., Ltd., and this merger proceeds as a non-capital-increase merger in which no merger new shares are issued. Accordingly, it constitutes a small-scale merger under Article 527-3 of the Commercial Act, and approval of the merger is replaced by board approval. (3) Noteworthy matters relating to the method of merger Although this merger is pursued as a small-scale merger, under Article 527-3, Paragraph 4 of the Commercial Act, if a shareholder holding 20% or more of the total issued shares of Nature and Environment Co., Ltd., the surviving company, notifies the Company in writing of its dissent to the merger within two weeks from the date of the merger public notice, this merger cannot proceed as a small-scale merger. In addition, since this is a small-scale merger under Article 527-3 of the Commercial Act, shareholders of the merging company are not granted an appraisal right. 8) Progress and schedule

Merger board resolution date: October 2, 2026 Public notice of shareholder record date: October 2, 2026 (posted on the Company's website) Material event report filed: October 2, 2026 Merger agreement date: October 6, 2026 Shareholder record date: October 19, 2026 Small-scale merger public notice: October 19, 2026 (posted on the Company's website) Period for receiving notices of dissent to the merger - start date: October 19, 2026; end date: November 2, 2026 Merger approval board resolution date: November 9, 2026 (in lieu of general shareholders' meeting) Creditor objection public notice: November 16, 2026 (posted on the Company's website) Creditor objection period - start date: November 16, 2026; end date: December 17, 2026 Merger effective date: December 31, 2026 Merger completion report board resolution date: January 4, 2026 (as stated in the filing) (in lieu of general shareholders' meeting) Merger completion report public notice: January 4, 2026 (as stated in the filing) (posted on the Company's website) Scheduled merger registration date: January 11, 2026 (as stated in the filing)

Note: The above merger schedule reflects the expected schedule as of the date of submission of this report, and may change due to permits, approvals and consultations with relevant authorities under applicable laws.

9) Whether a securities registration statement will be filed Whether subject to filing of a securities registration statement: Not applicable Reason for exemption from filing: Non-capital-increase merger

10) Conditions for completion of the merger Please refer to "c. Investment risk factors - 1) Risk factors that may make it difficult to complete the merger" below.

b. Merger value and basis for its calculation 1) Merger ratio and basis for its calculation The surviving company, Nature and Environment Co., Ltd., owns 100% of the shares of the extinguished company, Hallim Ecotech Co., Ltd., and since the merger proceeds by a non-capital-increase method in which no new shares are issued, the merger ratio was calculated as 1.0000000 : 0.0000000. 2) Whether an external valuation was conducted In accordance with the proviso to Article 176-5, Paragraph 8, Item 2(b) of the Enforcement Decree of the FSCMA (which excludes the appropriateness of the merger value from external valuation where a company that owns the total issued shares of another company merges with that other company without issuing new shares), the Company did not undergo an external valuation.

c. Investment risk factors 1) Risk factors that may make it difficult to complete the merger (1) Conditions for termination of the contract under the merger agreement Article 12 (Amendment and Termination of the Agreement): After execution of this agreement and before the merger effective date, Party A and Party B may, by mutual agreement, change the terms of the merger or terminate this agreement due to an act of force majeure or other cause. (1)-1 If a shareholder holding 20% or more of the total issued shares of Nature and Environment Co., Ltd. notifies in writing of its dissent to the merger within two weeks from the date of the merger public notice, this merger cannot proceed as a small-scale merger. (2) Matters relating to the possibility of a future listing or delisting of the new shares allotted in connection with the merger Since this merger is one in which no new shares are issued (a non-capital-increase merger), there is no listing to be pursued for merger new shares. In addition, since this merger does not constitute a backdoor listing, there is no possibility of delisting. (3) Risk factors to consider when investing in the relevant securities if the merger is completed This merger is a small-scale merger in which Nature and Environment Co., Ltd. absorbs its wholly owned (100%) subsidiary, Hallim Ecotech Co., Ltd., and there are no securities subject to an offering or sale in connection with this merger. In addition, while all rights and obligations, including all types of assets and liabilities held by Hallim Ecotech Co., Ltd. as of the merger effective date, will be succeeded to by Nature and Environment Co., Ltd. on the merger effective date without any further procedure or agreement, this is not expected to have a significant impact on finances or operations, and accordingly the risk factors to be considered when investing in the securities are limited. (4) Matters relating to the execution of any option contract in connection with the merger: Not applicable.

d. Matters relating to appraisal rights Since this merger is a small-scale merger under Article 527-3 of the Commercial Act, the appraisal right is not granted, and approval of the merger by the general shareholders' meeting is replaced by board approval.

e. Relationship between the parties to the merger, etc. 1) Relationship between the parties (1) Affiliate or subsidiary relationship As of the date of submission of this report, Hallim Ecotech Co., Ltd. is a wholly owned subsidiary (100% equity) of Nature and Environment Co., Ltd. (2) Concurrent holding of executive positions

Lee Byung-yong: Nature and Environment Co., Ltd. - Representative Director; Hallim Ecotech Co., Ltd. - Representative Director (joint) Kim Cheol-uk: Nature and Environment Co., Ltd. - Unregistered Executive; Hallim Ecotech Co., Ltd. - Representative Director (joint) Kwon Hye-suk: Nature and Environment Co., Ltd. - In-house Director; Hallim Ecotech Co., Ltd. - In-house Director

(3) Where the largest shareholder of one party is a related party of the other party Since Hallim Ecotech Co., Ltd. is a wholly owned subsidiary (100% equity) of Nature and Environment Co., Ltd., the largest shareholder and related parties of one party are related parties of the other party. (4) Other matters relating to competitive or complementary business relationships, etc. Hallim Ecotech Co., Ltd. is a wholly owned subsidiary of Nature and Environment Co., Ltd. engaged in soil contamination remediation, groundwater contamination remediation, manufacture, sale and installation of detention tank precast concrete (PC), environmental and ecological restoration (ecological (revetment) blocks and permeable (pavement) blocks), environmental plants, landscaping, and eco-friendly precast concrete and modular businesses, and mainly carries on the production of related products. The two companies have a complementary business relationship in which each performs production and sales functions respectively in related businesses, and there is no direct business competition between them.

2) Transaction details between the parties (1) Share acquisition/investment (Unit: KRW million, shares, %)

Investing company: Nature and Environment Co., Ltd.; Invested company: Hallim Ecotech Co., Ltd.; Acquisition date: 2019.12.27; Account: Subsidiary; Number of shares: 4,000,000; Equity ratio: 100.00%; Acquisition cost: 6,800

Note 1: Hallim Ecotech Co., Ltd., the invested company, was incorporated on September 20, 2000. Note 2: The above acquisition date is based on December 27, 2019, the date the Company first acquired shares of Hallim Ecotech Co., Ltd. Note 3: The Company additionally acquired new shares through a rights offering by Hallim Ecotech Co., Ltd. on December 23, 2020; the equity ratio before and after the rights offering was the same, at 100%. Note 4: The acquisition cost is based on the book value as of December 31, 2025.

(2) Debt guarantees: Not applicable. (3) Provision of collateral: Not applicable. (4) Purchase and sales transactions (Unit: KRW million)

2025: Nature and Environment Co., Ltd. / Hallim Ecotech Co., Ltd.; Sales: -; Purchases: 542 2024: Nature and Environment Co., Ltd. / Hallim Ecotech Co., Ltd.; Sales: -; Purchases: 372 2023: Nature and Environment Co., Ltd. / Hallim Ecotech Co., Ltd.; Sales: -; Purchases: 2,628

(5) Trade receivables/payables and accrued liabilities/receivables (Unit: KRW million)

2025: Nature and Environment Co., Ltd. / Hallim Ecotech Co., Ltd.; Trade payables: 10; Trade receivables: -; Other receivables: 3,210 2024: Nature and Environment Co., Ltd. / Hallim Ecotech Co., Ltd.; Trade payables: 151; Trade receivables: -; Other receivables: 100 2023: Nature and Environment Co., Ltd. / Hallim Ecotech Co., Ltd.; Trade payables: 39; Other payables: 1,500; Trade receivables: -; Other receivables: 100

3) Transaction details with the Company's largest shareholder (1) Credit extension, etc. to the largest shareholder, etc.: Not applicable. (2) Asset acquisition/disposal with the largest shareholder: Not applicable. (3) Business transactions with the largest shareholder: Not applicable.

f. Other matters necessary for investor protection 1) Details of past material asset acquisitions/disposals: Not applicable. 2) Status of the largest shareholder's equity, etc. Since this merger proceeds by a non-capital-increase method in which no merger new shares are issued, there is no change in the largest shareholder's equity before and after the merger. 3) Changes in the Company's capital after the merger Since this merger is a non-capital-increase merger in which no merger new shares are issued, there is no change in the total issued shares or capital stock of Nature and Environment Co., Ltd. after the merger. 4) Management policy and composition of executives, etc. There is no prior agreement, plan or understanding regarding the future material management policy or method of composing executives of the surviving company after completion of this merger. 5) Business plans after the merger There is no business that the surviving company plans to enter, change or discontinue after completion of this merger.

2. Matters Relating to the Merger Counterparty Company

a. Overview of the company Company name: Hallim Ecotech Co., Ltd. Date of incorporation: September 20, 2000 Representatives: Lee Byung-yong, Kim Cheol-uk Head office business registration number: 110111-2073081 Head office address: 116-37 Boheung 1-gil, Useong-myeon, Gongju-si, Chungcheongnam-do Whether classified as an SME: Yes Main business description: Manufacture and installation of products related to environmental conservation and restoration Listing status: Unlisted

b. Description of business Hallim Ecotech Co., Ltd.'s main business is the manufacture and installation of products related to environmental conservation and restoration.

c. Financial matters 1) Summary statements of financial position for the most recent 3 years (Unit: KRW)

2025 (unaudited): Current assets 1,538,670,877; Non-current assets 8,156,299,342; Total assets 9,694,970,219; Current liabilities 366,798,438; Non-current liabilities 3,568,975,810; Total liabilities 3,935,774,248; Capital stock 2,000,000,000; Other paid-in capital 4,896,897,852; Retained earnings -1,137,701,881; Total equity 5,759,195,971; Total liabilities and equity 9,694,970,219 2024 (unaudited): Current assets 1,654,347,147; Non-current assets 5,277,373,552; Total assets 6,931,720,699; Current liabilities 349,575,715; Non-current liabilities 545,527,020; Total liabilities 895,102,735; Capital stock 2,000,000,000; Other paid-in capital 4,907,599,129; Retained earnings -870,981,165; Total equity 6,036,617,964; Total liabilities and equity 6,931,720,699 2023 (unaudited): Current assets 2,008,357,728; Non-current assets 5,367,188,018; Total assets 7,375,545,746; Current liabilities 717,581,618; Non-current liabilities 545,527,020; Total liabilities 1,263,108,638; Capital stock 2,000,000,000; Other paid-in capital 4,907,599,129; Retained earnings -795,162,021; Total equity 6,112,437,108; Total liabilities and equity 7,375,545,746

2) Summary income statements for the most recent 3 years (Unit: KRW)

2025 (unaudited): Revenue 542,000,000; Cost of sales 618,799,716; Gross profit -76,799,716; SG&A expenses 174,991,678; Operating profit -251,791,394; Net income -253,973,203 2024 (unaudited): Revenue 372,000,000; Cost of sales 443,168,830; Gross profit -71,168,830; SG&A expenses 32,068,141; Operating profit -103,236,971; Net income -75,819,144 2023 (unaudited): Revenue 2,628,000,000; Cost of sales 2,546,244,294; Gross profit 81,755,706; SG&A expenses 62,883,318; Operating profit 18,872,388; Net income 48,037,238

3) Financial regulations and costs applicable to a special purpose acquisition company: Not applicable. 4) Matters relating to any restatement of financial statements: Not applicable.

d. External auditor's audit opinion: Not applicable.

e. Matters relating to the board of directors and other corporate bodies As of the date of submission of this report, the board of directors of Hallim Ecotech Co., Ltd. consists of 3 directors and 1 auditor. There are no committees within the board of directors.

f. Matters relating to shareholders As of the date of submission of this report, the shareholder status of Hallim Ecotech Co., Ltd. is as follows. Shareholder name: Nature and Environment Co., Ltd.; Number of shares held: 4,000,000; Equity ratio: 100.00%

g. Matters relating to executives and employees As of the date of submission of this report, Hallim Ecotech Co., Ltd. has a total of 3 employees; production is carried out by subcontractors under production outsourcing contracts, and R&D and related work is outsourced to the parent company, Nature and Environment Co., Ltd.

h. Matters relating to affiliates, etc. As of the date of submission of this report, the affiliates of Hallim Ecotech Co., Ltd. are the same as those of the Company; please refer to Nature and Environment Co., Ltd.'s business report for details.

i. Other matters necessary for investor protection 1) Progress and changes relating to disclosure content: Not applicable. 2) Matters relating to contingent liabilities, etc. (1) Material litigation: Not applicable. (2) Status of promissory notes/checks held as collateral: Not applicable. (3) Status of debt guarantees: Not applicable. (4) Status of debt assumption agreements: Not applicable. 3) Matters relating to sanctions, etc.: Not applicable.