Updated Apr 30, 2026 by Netmarble
Financial
Published by Netmarble
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.
Table of Contents & Disclaimer Table of Contents 1. Overview of the Share Exchange 2. Background of the Share Exchange 3. Expected Benefits 4. Measures to Protect Parent Company’s Shareholders 5. Share Exchange Ratio Calculation Method and Fairness Assessment 6. Key Timeline 7. [Appendix] Share Exchange Ratio Calculation Disclaimer This material has been prepared to provide information to investors in connection with the comprehensive share exchange between Netmarble Corp. and Netmarble Neo Inc., and it should not be construed as a solicitation for the offering, sale, trading, or subscription of securities. The Company makes no representations or warranties as to the accuracy, completeness, or reliability of the information or opinions contained herein. The information and opinions contained in this material are subject to change without prior notice, and the content may vary depending on changes in the assumptions or standards on which this material is based. The Company assumes no obligation to update or revise this material in the event of such changes. Neither the Company nor any of its directors, officers, employees, agents, or advisors makes any representation or warranty to investors in connection with the contents of this material, and they shall bear no civil, criminal, or administrative liability for any damages or losses arising in connection with this material, whether due to negligence or otherwise. Without the prior consent of the Company, no part of this mate
o investors in connection with the contents of this material, and they shall bear no civil, criminal, or administrative liability for any damages or losses arising in connection with this material, whether due to negligence or otherwise. Without the prior consent of the Company, no part of this material or the information contained herein may be quoted, reproduced, displayed, distributed, edited, translated, or published, or otherwise used in a manner that infringes intellectual property rights. Please be advised that any violation may result in liability under applicable laws.
1. Overview of the Share Exchange Category Details • NMB = Netmarble • NMB Neo = Netmarble Neo Overview - NMB plans a comprehensive share exchange to make NMB Neo (78.5% owned) into a 100% owned subsidiary - Growing market interest in the relaunch of NMB Neo’s IPO, driven by the continued success of new releases Purpose (Solo Leveling: ARISE, Vampir, etc) - NMB aims to resolve the concerns and improve management efficiency by acquiring 100% of NMB Neo Major Other Major Other ■ Overview of the Share Exchange Shareholder of Shareholders of Shareholder of Shareholders of NMB NMB NMB NMB Category Netmarble Netmarble Neo Changes in 25.3% 74.7% Value KRW 51,969 KRW 6,031 Corporate Other Governance & netmarble Shareholders netmarble Ratio Netmarble : Netmarble Neo = 1 : 0.1160 Share of NMB Neo Exchange 78.5% 21.5% 100% Calculation -Netmarble: Reference market price Ratio Method -Netmarble Neo: Intrinsic value assessment netmarble netmarble # of New 1,591,862 Shares (1.9%) Issuance Approx. KRW 82.8 bn ■ Key Timeline Mar.26ᵗʰ, 2026 Apr.9ᵗʰ, 2026 May 28ᵗʰ, 2026 Jul. 31ˢᵗ, 2026 Aug. 20ᵗʰ, 2026 Share Exchange 1. Record Date for Shareholder’s Right to Object Board Approval Date Share Exchange Expected Date of Agreement Date 2. Deadline for Submitting Objections to for Share Exchange Date Additional Share Listing the Small-Scale Share Exchange (~Apr.23rd) 2. Announcement and Notification
2. Background of the Share Exchange • NMB set listing criteria for subsidiaries (requiring two or more hit titles) to motivate employees and support long-term vision → NMB Neo met the criteria with strong performance over the past three years and successful new titles • NMB reviewing various policies to enhance shareholder value, including increasing shareholder return ratio and assessing the impact of NMB Neo’s listing on NMB shareholders Overview of Netmarble Neo Netmarble Neo Financial Results netmarole LINEAGEl 12-41 Revenue Operating Profit Unit: KRW Neo REVOLUTION Launch of NMB Neo <Lineage2 Revolution> <Ni no kuni: Cross Worlds> 121.0 bn 123.6 bn (2015) (2016) (2021) THHSAOMORG 1 7 VAMPIR elre KOREAEXCHAMD 55.3 bn 46.8 bn <Vampir> <Solo Leveling: ARISE> Preliminary Exchange Review 36.4 bn (2025) (2024) Submission & Withdrawal (2021) Lighters 484:459 Bloomwalke 0.4 bn AEK KARMA 2023 2024 2025 <The King of Fighters AFK> <Solo Leveling: KARMA> <Project Bloomwalker> (2025) (Expected in2H26) (Expected after 2027) Review of Netmarble Neo IPO Potential and Shareholder Impact
2. Background of the Share Exchange (Cont’d) • Although NMB Neo is unlisted, it has approx. 3,300 shareholders - the number is expected to rise sharply with an IPO • It may increase conflicts between NMB Neo shareholders & NMB, and dilute NMB shareholder value due to dual listing IPO of NMB Neo May Intensify Shareholder Conflicts Between NMB and NMB Neo NMB Shareholders Approx. 98,000 25.3% 74.7% (in Conflict of Interest $ case of NMB Neo Dual Listing) netmarble NMB Neo Shareholders Approx. 3,300 78.5% 21.5% Expansion of Increased Risk of Stakeholders upon NMB Neo IPO Netmarble Shareholder Value Dilution netmarble * Number of Shareholders: As of the end of 2025
2. Background of the Share Exchange (Cont’d) • Considering a comprehensive share exchange between Netmarble and Netmarble Neo as an alternative to dual listing • Transfer all NMB Neo shares to NMB and issue new NMB shares to NMB Neo shareholders to align shareholder interests NMB–NMB Neo Comprehensive Share Exchange: Aligning Shareholder Interests through Formation of a Wholly Owned Subsidiary Major Shareholder Other Shareholders Major Shareholder Other Shareholders of NMB of NMB of NMB of NMB 25.3% 74.7% Other Sale of Existing Shareholders NMB Neo Shares netmarble NMB-NMB Neo netmarble of NMB Neo Issuance of to align interests 21.5% New NMB Shares (A wholly owned subsidiary) 78.5% 79.5% 75.7% 86.8% 100% 79.5% 75.7% 86.8% … …
NEXON Co., Ltd. has formalized a strategic reduction in its equity base through the mandatory cancellation of treasury shares, a move approved by its Board of Directors in accordance with Article 178 of the Companies Act. This corporate action involves the retirement of 36,487,500 ordinary shares, representing approximately 4.4% of the company’s total issued shares as of January 31, 2026. By eliminating these shares, the company effectively reduces its total outstanding share count to an expected 792,078,539 shares, thereby consolidating ownership for existing shareholders. The scope of this cancellation encompasses the entirety of the treasury shares held by the company as of the end of January 2026. The execution of this retirement is scheduled for February 27, 2026. This decision reflects a standard capital management practice within the Japanese gaming and technology sectors, typically aimed at improving earnings per share and enhancing shareholder value by permanently removing shares from circulation. The data provided indicates a precise adjustment to the company's capital structure within the Tokyo Stock Exchange Prime Market. This administrative procedure follows the company's internal governance protocols and adheres to Japanese regulatory requirements for publicly traded entities. The financial impact is centered on the contraction of the share float rather than a change in the underlying business operations or geographic footprint of the organization.
This regulatory notification, dated June 28, 2023, details a significant change in the shareholding structure of PCF Group S.A., a Polish public company. The filing was submitted by Krafton Inc., a South Korean video game holding company, to the Polish Financial Supervision Authority and PCF Group S.A. in compliance with the Polish Act on Public Offering. The primary purpose of the notification is to report that Krafton Inc. has exceeded the 10% threshold of total voting rights in PCF Group S.A. This change was triggered by Krafton’s subscription for 3,342,937 series F shares and the subsequent registration of a share capital increase by the National Court Register on June 22, 2023. Prior to this registration, Krafton Inc. held no shares in the company. Following the transaction, Krafton Inc. holds exactly 3,342,937 shares, representing approximately 10.00% of the company’s share capital. These shares entitle the holder to an equivalent 3,342,937 votes at the general meeting of shareholders, which also constitutes approximately 10.00% of the total voting rights. The notification confirms that Krafton Inc. does not hold these shares through any subsidiaries, nor does it hold any other financial instruments that could lead to the acquisition of additional voting rights. The scope of the document is limited to this specific equity transaction within the Polish gaming and financial sectors as of June 2023.
This regulatory announcement, issued on March 28, 2023, details a significant investment agreement between the Polish game developer PCF Group S.A. (People Can Fly) and the South Korean publisher Krafton, Inc. The primary purpose of the agreement is the acquisition of a 10% equity stake in PCF Group by Krafton through a new issuance of Series F shares. Under the terms of the investment, Krafton committed to purchasing a specific number of shares to reach a 10% threshold of the company’s share capital and total voting rights. The agreed-upon issue price is set at 40.20 PLN per share, regardless of the final pricing or participation levels of other investors in the broader offering. The agreement also establishes strategic cooperation rights; specifically, if PCF Group decides to release its upcoming projects, "Project Victoria" or "Project Bifrost," through a model other than self-publishing, Krafton is granted the right of first negotiation and the right of first refusal for these titles. The scope of the agreement includes standard protective provisions for the investor, such as anti-dilution rights, pre-emptive rights, and tag-along rights granted by the company’s CEO and majority shareholder, Sebastian Wojciechowski. Both parties have agreed to a lock-up period on their respective shareholdings lasting until March 28, 2024. The investment agreement is set for a fixed term of 10 years and is governed by Polish law. This transaction represents a major capital injection and strategic alignment within the global gaming industry, specifically targeting the development and distribution of PCF Group’s future intellectual properties. The document emphasizes that the share issuance is conducted under exemptions from prospectus requirements and is not an offer to the general public in jurisdictions such as the United States, Japan, or Canada.
SNK Corporation officially delisted its Korean Depositary Receipts from the KOSDAQ market on May 18, 2022, marking the conclusion of its status as a publicly traded company in South Korea. This transition follows a strategic acquisition process initiated by the Electronic Gaming Development Company (EGDC), a wholly-owned subsidiary of the Mohammed Bin Salman Bin Abdulaziz Al Saud Foundation. The acquisition aligns with EGDC’s objective to enhance the corporate value of the Osaka-based developer by integrating it into a broader portfolio focused on media, culture, and technology. The delisting process was triggered by a successful tender offer conducted between December 2021 and February 2022. Following this period, EGDC secured a 96.18% ownership stake in the company, representing over 20 million Korean Depositary Receipts. This significant concentration of ownership met the criteria for delisting under KOSDAQ market regulations. Consequently, an extraordinary general meeting of shareholders held in April 2022 approved the application for delisting, which received formal approval from the Korea Exchange in early May. Moving forward, EGDC intends to exercise its right to request the sale of all remaining shares to become the sole owner of the company. This move transforms SNK into a private, wholly-owned subsidiary, ending a public listing period that began in May 2019. The company intends to focus on long-term growth and social contribution under its new ownership structure while maintaining its corporate headquarters in Suita, Osaka. This shift reflects a broader trend of private investment within the global gaming industry, specifically involving capital from the Middle East aimed at diversifying technological and cultural assets.