SK announced on the 29th that it has decided on a minor share exchange to bring its subsidiary SK Signet under its control as a wholly owned subsidiary. Instead of issuing new shares, SK will deliver 8,200 won in cash per share to SK Signet shareholders.

■ Share Exchange Method and Exchange Ratio This share exchange will proceed by transferring shares held by SK Signet shareholders other than SK to SK. The share exchange ratio between SK and SK Signet is 1 to 0.0160430. SK's per-share exchange value was set at 511,127 won and SK Signet's at 8,200 won.

SK Signet's exchange value represents a 1.25% premium over the reference market price of 8,099 won, the same as the tender offer price conducted earlier. Ahnjin Accounting Firm, an external valuation agency, provided an opinion that the share exchange ratio is appropriate.

The scheduled date for the share exchange is January 5, 2027. Once the exchange is complete, SK Signet will become a 100% subsidiary of SK and is expected to be converted into an unlisted company in accordance with relevant laws and procedures. SK will maintain its status as a listed company on the Korea Securities Exchange (KOSPI). As this transaction proceeds as a minor share exchange, appraisal rights will not be granted to SK shareholders.

■ Background of the Wholly Owned Subsidiary Conversion... Classification as a Non-Core Business SK stated that after reviewing the group's mid- to long-term growth strategy, inter-business synergies, and capital allocation priorities, it classified SK Signet's electric vehicle charger manufacturing business as non-core. Accordingly, it decided to pursue a strategic sale of its SK Signet stake, preceded by making it a wholly owned subsidiary.

■ Sale to SK E&S Link... Merger Also Under Consideration On the same day, SK resolved to enter into a share purchase agreement with SK E&S Link. Under the agreement, in the first quarter of 2027, after the share exchange is completed, SK will sell to SK E&S Link the SK Signet shares it will hold, excluding shares subject to escrow. If the transaction is completed normally under the contract terms, SK Signet's largest shareholder is expected to change to SK E&S Link.

Additionally, SK Signet plans to conduct a third-party allocation preferred stock rights offering of 25 billion won targeted at SK through a board resolution in the future. SK plans to sell these new preferred shares, together with the preferred shares it already holds, to SK E&S Link after the share exchange is completed. However, the specific issuance terms of the rights offering, the timing of the board resolution, and the payment schedule have not yet been finalized.

Meanwhile, after the stake sale is completed, SK Signet is also considering an absorption-type merger in which SK E&S Link would be the surviving company and SK Signet the dissolving company. However, the specific merger conditions, timing, and method have not yet been determined.