Financial

Comprehensive Share Exchange: Netmarble and Netmarble Neo

Summary

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.

From the report

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% … …

Pages: 11
Words: 1,850
Type: Financial

Topics

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