Comprehensive Share Exchange: Netmarble and Netmarble Neo

Netmarble Corporation has initiated a comprehensive share exchange to acquire the remaining 21.5% stake in its subsidiary, Netmarble Neo, effectively transitioning the entity into a wholly owned subsidiary. This strategic move is designed to resolve potential conflicts of interest associated with a dual-listing scenario, improve management efficiency, and simplify the corporate governance structure. By consolidating ownership, Netmarble aims to enhance financial profitability through increased net income and more flexible capital allocation, while simultaneously aligning the interests of all shareholders.

The transaction involves the issuance of approximately 1.59 million new Netmarble shares, representing a 1.9% dilution of existing equity. To mitigate this impact, Netmarble has committed to a share buyback and cancellation program equivalent to the value of the newly issued shares, approximately KRW 82.8 billion. Furthermore, the company is increasing its shareholder return policy for the 2026–2028 period, raising the target payout from 30% to 40% of adjusted net profit.

The share exchange ratio was established at 1:0.1160, determined by Netmarble’s reference market price and an intrinsic value assessment of Netmarble Neo. The fairness of this ratio was validated by independent external valuation firms, including EY Hanyoung and Grant Thornton Daejoo, ensuring the valuation fell within an objective range. The process, which adheres to the Capital Markets Act, involves a structured timeline concluding with the expected listing of additional shares in August 2026. This consolidation reflects a broader effort to optimize corporate structure and strengthen shareholder value amidst the continued performance of key titles such as Solo Leveling: ARISE.