REPORT ON MATERIAL MATTERS (DECISION ON A CAPITAL INCREASE FOR CONSIDERATION) Silicon2 Co., Ltd. - 18 August 2026 CEO Kim Sung-woon · Head office: H Square S-907, 231 Pangyo-yeok-ro, Bundang-gu, Seongnam-si, Gyeonggi-do · Officer responsible: CFO Son Robert Inho
DECISION ON A CAPITAL INCREASE FOR CONSIDERATION 1. Class and number of new shares: common - none; other class - 6,666,666 2. Par value per share: ₩500 3. Total shares issued before the increase: common 65,576,252; other class - none 4. Purpose of the fund-raising Facilities: - Business-acquisition: - WORKING CAPITAL: ₩299,999,970,000 Debt repayment: - Acquisition of securities of other companies: - Other: - 5. Method of increase: third-party allocation
[Terms of the "other class" shares] Nature of the shares: registered redeemable convertible shares (RCS)
REDEMPTION (1) Redemption right: from the third anniversary of the issue date until expiry of the term (the "redemption request period"), the holder may at any time and from time to time request the issuer to redeem all or part of the shares, and the issuer must redeem them to the extent permitted by law. If the issuer's distributable profits are insufficient to redeem all or part of the shares for which redemption has been requested, the redemption request period is extended until the unredeemed shares are redeemed in full out of distributable profits. (2) Redemption price per share: (a) the issue price, plus (b) an amount equal to interest on that amount at 2% COMPOUNDED ANNUALLY from the original issue date to the actual redemption date, inclusive. Method: redeemed in cash within 15 days of the redemption request.
CONVERSION Conversion ratio: 100%. Conversion price: ₩45,000 per share. Shares to be issued on conversion: 6,666,666 registered common shares of Silicon2 Co., Ltd. - 9.23% of total shares. Conversion exercise period: 15 September 2027 to 15 September 2036. Adjustment of the conversion price on a fall in the market price: Minimum adjusted price: none stated. Basis: none stated. Remaining issuance capacity adjustable below 70% of the conversion price at issue: none stated. Term (validity of the preferred rights): 15 September 2036. VOTING RIGHTS: the shares carry voting rights. Dividends: these shares carry no preference as to dividends; holders rank equally with common shareholders.
5.4 EARLY REDEMPTION RIGHT (1) The holder may exercise the redemption right against the issuer, in whole or in part, at any time before or during the redemption request period, on the occurrence of any of the following: (a) grounds for dissolution under the articles of incorporation, a court order or judgment of dissolution, or a shareholders' resolution to dissolve the issuer; (b) (i) the issuer is declared bankrupt or rehabilitation proceedings are commenced; (ii) the issuer is confirmed to be insolvent (unable to pay debts as they fall due); or (iii) the issuer is subject to a suspension of transactions by the clearing house; or (c) (i) the issuer or an existing shareholder (as defined in the shareholders' agreement) breaches in a material respect the representations and warranties under clauses 6.8 to 6.11 of the shareholders' agreement (only to the extent those representations and warranties relate to SANCTIONS in the matter concerned); or (ii) the issuer or an existing shareholder breaches in a material respect the obligations under clause 2.6 of the subscription agreement or clauses 6.8 to 6.11 of the shareholders' agreement (only to the extent those obligations relate to sanctions in the matter concerned), and in each of cases (i) and (ii) the issuer or the existing shareholder fails to cure, or cannot cure, the breach within 30 business days of receiving written notice of it from the holder. Provided that no cure period applies where any affiliate of the issuer or any existing shareholder becomes a SANCTIONED PERSON. (2) The issuer must redeem the shares in cash as promptly as possible and in any event within 15 days of receiving the notice. (3) The redemption price per share under this clause 5.4 is (a) the issue price, plus (b) an amount equal to interest at 11% COMPOUNDED ANNUALLY from the original issue date to the actual redemption date, inclusive.
6. Issue price of the new shares: other class - ₩45,000 7-3. Basis for the discount (premium): a PREMIUM of 5.64% applied to the reference price, rounded up to the nearest won. 8. Basis in the articles for third-party allocation: article 9(2) 9. Payment date: 15 September 2026 10. Dividend accrual date for the new shares: 1 January 2026 11. Scheduled delivery of share certificates: 2 October 2026 12. Scheduled listing date of the new shares: none 15. Date of the board resolution: 18 August 2026 Independent (outside) directors: 3 present, 0 absent Auditor (audit committee member): present 16. Subject to a securities registration statement: no 17. Reason for exemption: one-year mandatory holding (resale restriction) 19. Subject to filing with the Korea Fair Trade Commission: not applicable
20. Other matters relevant to an investment decision 1) Basis of the issue price: a premium of 5.64% applied to the reference price gives an issue price of ₩45,000. 2) Subscription and allocation: subscription date 15 September 2026; subscription at the issuer's head office; payment date 15 September 2026; payment at Hana Bank Pangyo Financial Centre. 3) Lock-up: the new shares are electronically registered or deposited with the Korea Securities Depository as a resale-restriction measure, and may not be withdrawn or sold (including forward sales) for one year from the date of that registration or deposit.
REFERENCE-PRICE CALCULATION (shares, won) Volume-weighted average price, past 1 month (A): volume 20,475,334; value 829,078,535,225; VWAP 40,491.58 Volume-weighted average price, past 1 week (B): volume 11,438,397; value 500,974,717,275; VWAP 43,797.63 Volume-weighted average price, most recent day (C): volume 2,550,832; value 110,983,065,450; VWAP 43,508.58 Arithmetic mean of (A), (B), (C) = (D): 42,599.26 Reference price: the lower of (C) and (D) = 42,599.26 Discount or premium (%): 5.64 Issue price: 45,000
[Basis and purpose of the third-party allocation] Purpose: to secure working capital for global infrastructure expansion and for increasing market share. [Specific use of the funds raised - working capital / other funds] (KRW millions) Use: working capital. Detail: working capital for global infrastructure expansion and increasing market share. 2026: 209,500 2027: 90,500 2028 onward: - Total: 299,999
[Allottee - selection process, dealings, allocation] Allottee: Starlink Investment L.P. Relationship with the company or its largest shareholder: none Selection process: determined by the board, having regard to the investor's intention, ability to pay, and timing, in order to raise promptly the funds required to achieve the company's management objectives. Dealings within six months before or after the capital-increase decision, and plans: none Shares allocated: 6,666,666. Note: one-year lock-up.
[Where the allottee is a corporation or organisation] (1) Basic information Name: Starlink Investment L.P. Number of partners: 1 Representative (representative partner): John Howard Cosnett Executive partner: Starlink Jersey GP Limited Largest shareholder (largest contributor): Starlink Group L.P., 100% Johanna Katariina Karhukorpi (2) Key financials for the most recent settlement period (KRW millions) Financial year -, settlement period -, total assets -, revenue -, total liabilities -, net profit or loss -, total equity -, external auditor -, capital -, audit opinion - Source of funds: contributions by partners. How raised: performance of partners' contribution obligations.
recent settlement period.
₩141,490. These figures were calculated at the exchange rate of ₩1,414.9 per USD as at 14 August 2026 (using the rate published by Seoul Money Brokerage Services).
formation required to pay the subscription price BEFORE the payment date for the subscription of the new shares under this third-party allocation.