E-Mart Stock Swap with Shinsegae Food at 1:0.5031313, Including Tender Offer Premium and Share Cancellation

E-Mart and Shinsegae Food will execute a small-scale stock swap at a ratio of 1:0.5031313 (0.5031313 Shinsegae Food shares per E-Mart share), with dissenting shareholders having appraisal rights (Shinsegae Food at 63,348 won per share, max 66 billion won)
Stock swap follows a tender offer at market price +20%, E-Mart shareholders are not granted appraisal rights
E-Mart plans to deliver 524,319 treasury shares and then cancel remaining shares at a rate of 280,000 shares per year (2025-2026), Shinsegae Food plans to cancel 257,029 treasury shares before the swap
2025 fiscal year dividends: E-Mart 2,500 won per share, Shinsegae Food 900 won per share
E-Mart consolidated debt ratio 146.8%, net borrowings 11.47 trillion won, interest coverage ratio 1.85x (previously below 1x) – weak but gradually improving financial structure
Shinsegae Food debt ratio 124.2%, total borrowings 289.1 billion won, operating profit margin 1.12%, related party sales 43.5% – low profitability and independence
Group risks include Shinsegae Construction PF contingent liabilities of 143 billion won and 8 pending lawsuits (6.3 billion won)

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Filing: [Correction of Description] Securities Registration Statement (Comprehensive Exchange and Transfer of Shares)
Company: E-MART (139480)
Submission: E-MART Inc.
Receipt: 05-21-2026