Decision on Small-Scale Merger without Issuance - Absorption of Wholly-Owned Subsidiary Octo I&C

GGUMBI Inc. decided to absorb its wholly-owned subsidiary Octo I&C via a no-issuance merger (ratio 1:0)
No new shares issued; no change in capital, total shares outstanding, or major shareholder
Small-scale merger approved by board instead of shareholders' meeting; no appraisal rights granted
Merger contract may be terminated if shareholders with over 20% of outstanding shares object
Octo I&C (FY2025): assets 4.7B KRW, sales 8.4B KRW, net profit 0.5B KRW
Intercompany transactions: sales/purchases of 2.4B/2.9B KRW, receivables 1.6B KRW, payables 0.8B KRW, loan 0.4B KRW (interest 7%)
Merger date scheduled for August 1, 2026