Netmarble Decides Stock Exchange to Fully Own NetmarbleNeo (Swap Ratio 1:0.1160410, Accompanied by Share Buyback and Cancellation)

Netmarble Corp. decides stock exchange to make NetmarbleNeo a wholly-owned subsidiary (effective July 31, 2026, exchange ratio 1:0.1160410)
NetmarbleNeo shareholders receive 0.1160410 Netmarble common shares per NetmarbleNeo share (approx. 1.59 million new shares issued)
To prevent dilution, Netmarble plans to buy back KRW 82.8 billion worth of shares and cancel all within 2026
Exchange ratio based on Netmarble market price of KRW 51,969 and NetmarbleNeo intrinsic value of KRW 6,031 (asset value KRW 2,022 + earnings value KRW 8,703 weighted average)
Independent valuation by Han Young and Daejoo accounting firms confirms ratio within fair range
Netmarble consolidated debt ratio 43.2% (Q1 2026), cash & equivalents KRW 756.4 billion, total borrowings KRW 1.36 trillion
NetmarbleNeo standalone debt ratio 18.8%, cash & equivalents KRW 103.8 billion, net cash KRW 100.9 billion
Both companies' audit committees (all outside directors) conducted independent reviews with legal and accounting advisors
Qualifies as small-scale stock exchange (new shares 1.9%); if opposing shareholders exceed 20%, may convert to general exchange
NetmarbleNeo dissenting shareholders' appraisal right price at KRW 6,031; subject to securities transfer tax and capital gains tax
Certain related parties (e.g., Kwon Young-sik) voluntarily lock-up for 6 months (241,364 shares, 15.2%)
Expected to resolve dual-listing concerns, simplify governance, and enhance shareholder value

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