Comprehensive Stock Exchange with 82.8 Billion Won Share Buyback, NetmarbleNeo Becomes Wholly-Owned Subsidiary

Netmarble Corporation decided on a comprehensive stock exchange to make NetmarbleNeo Inc. a wholly-owned subsidiary; exchange ratio set at 1:0.1160410 (based on Netmarble at KRW 51,969 and NetmarbleNeo at KRW 6,031).
Netmarble entered into a trust agreement to acquire treasury shares equivalent to the new shares issued (approx. KRW 82.8 billion); all acquired shares to be cancelled within 2026.
NetmarbleNeo shareholders will receive listed shares on the KOSPI market, gaining liquidity, and will benefit from Netmarble's expanded shareholder return policy (up to 40% of consolidated adjusted net profit attributable to controlling interests).
Expected to resolve concerns over dual listing and simplify governance, potentially eliminating structural undervaluation of Netmarble.
Dissenting NetmarbleNeo shareholders granted appraisal rights at KRW 6,031 per share; Netmarble shareholders have no appraisal rights due to small-scale exchange.
Voluntary lock-up agreements for 15.2% of new shares issued to related parties (6 months); remaining 84.8% may be sold from listing date, posing risk of increased float.
Independent external evaluators (Hanyoung and Daejoo) confirmed the exchange ratio falls within fair range; law firm Gwangjang also deemed procedures lawful and conflict of interest low.

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