Decision on Small-Scale Merger of Subsidiary Hanyang Robotics, No New Shares Issued

NAUROBOTICS decided to absorb its subsidiary Hanyang Robotics (98.92% stake) in a small-scale merger. Merger ratio 1:0, no new shares issued, cash payment to minority shareholders (0.02%).
Hanyang Robotics has been loss-making for three years (2025 net profit of 787 million KRW but capital impairment, 2024: -4.46 billion KRW, 2023: -11.47 billion KRW). Equity capital negative at -10.21 billion KRW as of end-2025.
A damage lawsuit of 1.1 billion KRW is pending against Hanyang Robotics (first instance won by the subsidiary, appeal pending).
No stock appraisal rights as it is a small-scale merger. If shareholders holding 20%+ oppose, the merger may convert to general merger or be terminated.
No new shares issued, no change in major shareholder, no risk of delisting. Expected to improve management efficiency.

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