Notice of Issuance of New Shares
2023.06.20
Notice of Issuance of New Shares
Pursuant to Article 416 of the Korean Commercial Act, the Company's Board of Directors, at its meeting held on June 19, 2023, resolved to issue new shares as follows, and notice is hereby given.
- Details -
▣ Resolution on Paid-in Capital Increase by Allocation to Shareholders Followed by Public Offering of Forfeited Shares
1. Class of Shares: Registered common shares of Voronoi Inc.
2. Total Number of Shares Offered: 1,287,600 shares
3. Par Value per Share: KRW 500
4. Issue Price per Share:
(1) First Issue Price: The base price shall be the lower of (i) the arithmetic average of the one-month volume-weighted average share price, the one-week volume-weighted average share price, and the closing price on the base date, each calculated as the weighted arithmetic average of trading value by trading volume on the KOSDAQ market, with the base date being the third trading day (July 17, 2023) before the record date for allocation of new shares (July 20, 2023), and (ii) the closing price on the base date; a discount rate of 15% shall be applied, and the issue price shall be the price calculated according to the formula below. (Provided that amounts below the quotation unit shall be rounded up to the quotation unit, and if the price is below the par value (KRW 500), the par value shall apply.)
*First Issue Price = [Base Price × (1 - Discount Rate)] / [1 + (Capital Increase Ratio × Discount Rate)]
(2) Second Issue Price: The second base price shall be the lower of (i) the arithmetic average of the one-week volume-weighted average share price, calculated as the weighted arithmetic average of trading value by trading volume on the KOSDAQ market, and the closing price on the base date, with the base date being the third trading day (August 31, 2023) before the subscription date for existing shareholders (September 5, 2023), and (ii) the closing price on the base date; the price shall be determined according to the formula below, applying a discount rate of 15%. However, if the offering price after applying the discount rate is at or below the par value, the par value shall be the issue price. (Provided that amounts below the quotation unit shall be rounded up to the quotation unit)
*Second Issue Price = Base Price × [1 - Discount Rate]
(3) Final Issue Price: The final issue price shall be the lower of the first issue price and the second issue price. However, pursuant to Article 165-6 (Special Provisions on Issuance and Allocation of Shares, etc.) of the Financial Investment Services and Capital Markets Act and Article 5-15-2 (Exceptions to Withdrawal of Forfeited Shares, etc.) of the Regulations on Issuance and Disclosure of Securities, if the lower of the first issue price and the second issue price is lower than the price calculated by applying a 40% discount rate to the volume-weighted average share price over the period from the fifth to the third trading day before the subscription date as the base price, the price calculated by applying a 40% discount rate to the volume-weighted average share price over the period from the fifth to the third trading day before the subscription date shall be the final issue price. (Provided that amounts below the quotation unit shall be rounded up to the quotation unit).
*Final Issue Price = Max{Min[First Issue Price, Second Issue Price], 60% of the volume-weighted average share price over the period from the fifth to the third trading day before the subscription date}
5. Subscription Period:
(1) Subscription dates for existing shareholders: September 5, 2023 ~ September 6, 2023 (2 business days)
(2) Subscription dates for public offering: September 8, 2023 ~ September 11, 2023 (2 business days)
6. Payment Date: September 13, 2023
7. Place of Payment: Shinhan Bank, Songdo Financial Center
8. Dividend Accrual Date: January 1, 2023
9. Subscription Units and Subscription Limits:
(1) The subscription unit for "existing shareholders" shall be 1 share, and the individual subscription limit shall be the sum of the number of allocated shares calculated by multiplying the number of shares held as recorded in the shareholder register as of the record date for allocation of new shares by the new share allocation ratio of 0.1030255637 per share (fractions of less than 1 share being discarded) and the number of shares available for over-subscription (the number calculated by multiplying the above number of allocated shares by 0.2 shares per share, fractions of less than 1 share being discarded); provided that the new share allocation ratio per share for "existing shareholders" may change due to changes in treasury shares, such as treasury shares and treasury stock trusts.
(2) The subscription unit for the "public offering" shall be determined as follows, with a minimum subscription unit of 50 shares. However, the subscription limit for "public offering" subscribers shall be within 100% of the "public offering allocation," and any portion exceeding the subscription limit shall be deemed not subscribed.
10. Subscription Deposit: 100% of the subscription amount.
11. Application of Subscription Deposits: Subscription deposits shall be applied toward the payment on the payment date, and no interest shall accrue on subscription deposits.
12. Subscription Method:
(1) Among "existing shareholders," shareholders who have deposited their share certificates with a securities company (formerly "beneficial shareholders") may subscribe at the head office or branches of the securities company with which the share certificates are deposited or at the head office or branches of the "lead manager." However, among "existing shareholders," shareholders holding shares in a special account of the transfer agent (formerly "registered shareholders") may subscribe at the head office or branches of the "lead manager" after attaching the notice of allocation of new shares and presenting proof of identity under their real name. At the time of subscription, two copies of the prescribed subscription form must be completed with the required information and submitted together with the subscription deposit.
(2) Only those who have subscribed with stock subscription warrants may additionally subscribe for 20% of the number of shares in their stock subscription warrant subscription limit. In such case, fractional shares among the shares corresponding to 20% of the stock subscription warrant subscription limit may not be subscribed for.
(3) High-yield high-risk investment trusts, venture company investment trusts, and general subscribers must be real-name holders under the provisions of the Act on Real Name Financial Transactions and Confidentiality, and shall subscribe by presenting proof of identity under their real name, the prescribed subscription form, and the subscription deposit at the subscription handling office. When high-yield high-risk investment trusts and general subscribers subscribe, multiple subscriptions at different subscription offices are permitted, but duplicate subscriptions at a single subscription office are not permitted, and multiple subscriptions by a subscriber at a single subscription office are not permitted, except for collective investment schemes with different management entities. In addition, when subscribing, high-yield high-risk investment trusts shall submit to the subscription handling office documents pledging that they satisfy the requirements under Article 2, Item 18 of the Regulations on Securities Underwriting, together with documents stating their total assets. When subscribing, venture company investment trusts must satisfy the requirements under Article 2, Item 20 of the Regulations on Securities Underwriting and submit to the subscription handling office a written pledge under Article 9, Paragraph 10 of the Regulations on Securities Underwriting, together with documents stating their total assets.
(4) Subscriptions may be made in accordance with the subscription units, and any portion of a subscription exceeding the subscription limit per person shall be deemed not subscribed; the subscription handling office shall return the difference to the subscriber by the payment date, and no interest shall be paid from the date of receipt.
13. Subscription Handling Offices:
(1) General shareholders among "existing shareholders" (formerly "beneficial shareholders"): The securities company with which the share certificates are deposited, or the head office or branches of the "lead manager"
(2) Special account holders among "existing shareholders" (formerly "registered shareholders"): Head office or branches of the "lead manager"
(3) Public offering subscribers: Head office or branches of the "lead manager"
14. Allocation Method:
Subscriptions by existing shareholders and through the public offering shall be administered overall by the "lead manager."
① Subscription by "existing shareholders": Allocated according to the number of shares subscribed for, within the number of stock subscription warrants held.
② Over-subscription: If there are forfeited shares after subscription by "existing shareholders" (holders of stock subscription warrants), the forfeited shares shall be allocated in proportion to the number of shares over-subscribed by "existing shareholders" (holders of stock subscription warrants) (over-subscription ratio: 0.2 shares per allocated new share), and fractions of less than 1 share shall be discarded and not allocated. (Provided that if the number of over-subscribed shares is less than the number of forfeited shares, 100% shall be allocated)
(i) Subscription limit (shares) = Stock subscription warrant subscription limit + Over-subscription limit
(ii) Stock subscription warrant subscription limit = Number of stock subscription warrants held
(iii) Over-subscription limit = Stock subscription warrant subscription limit X Over-subscription ratio (20%)
③ Public offering subscription: The forfeited shares and fractional shares resulting from the above subscription by existing shareholders and over-subscription (the "public offering allocation") shall be offered to the public by the "lead manager" and the "underwriter" as set forth in the following items, with 5% of the offered shares allocated to high-yield high-risk investment trusts pursuant to Article 9, Paragraph 2, Item 3 of the Regulations on Securities Underwriting, and 30% of the offered shares allocated to venture company investment trusts pursuant to Article 9, Paragraph 2, Item 4 of the Regulations on Securities Underwriting. The remaining 65% of the shares shall be allocated to individual subscribers and institutional investors (including collective investment business entities) without distinction. The subscription competition ratios and allocations for the 5% of offered shares for high-yield high-risk investment trusts, the 30% of offered shares for venture company investment trusts, and the 65% of offered shares for individual and institutional investors shall be calculated and allocated separately. However, if under-subscription occurs in any group, the under-subscribed shares shall be allocated to the over-subscribed groups.
(i) In calculating the allocation quantity for the public offering, allocation shall be made to each subscriber of the "lead manager" according to the subscription competition ratio obtained by dividing the "subscription volume" of the "lead manager" (meaning the number of shares subscribed for through the public offering at the subscription offices of the "lead manager") by the number of shares in the "public offering allocation."
(ii) If, as a result of the public offering subscription, the number of shares subscribed for by all public offering subscribers exceeds the public offering allocation, shares shall be allocated pro rata according to the subscription competition ratio, rounding down at 5 and up at 6 as a rule, so as to minimize the remaining shares. Thereafter, the final remaining shares shall be allocated with priority sequentially from the largest subscriber; if the number of equally ranked top subscribers exceeds the final remaining shares, the "lead manager" shall allocate at its reasonable discretion.
(iii) If, as a result of the public offering subscription, the number of shares subscribed for by all public offering subscribers is less than the public offering allocation, shares shall be allocated according to the number of shares subscribed for. The remaining shares after allocation shall be underwritten by the "lead manager" pursuant to Article 2, Paragraph 3.
(iv) However, pursuant to Article 9, Paragraph 2 of the Regulations on Securities Underwriting, the "lead manager" may elect not to allocate to subscribers if the shares to be allocated to "high-yield high-risk investment trusts," "venture company investment trusts," and general subscribers are 50,000 shares or less (based on a par value of KRW 500) or if the offering amount of the shares to be allocated is KRW 100 million or less. In such case, the "lead manager" shall underwrite the remaining shares for its own account.
15. Announcement of Allocation Results: After the public offering subscription, the number of shares allocated to general subscribers by subscription unit shall be posted on the website of the "lead manager" on September 13, 2023, which shall substitute for individual notice.
16. Refunds: If, as a result of the public offering subscription, the total number of shares subscribed for in the public offering (including institutional investors) exceeds the number of public offering shares, resulting in excess subscription deposits, such excess subscription deposits shall be refunded at the applicable subscription handling office from September 13, 2023
17. Matters Concerning the Underwriter
(1) When the issue price of the new shares is finalized, it will be announced on the Company's website (https://voronoi.io), which will substitute for notice to individual shareholders.
(2) Subscription deposits will be applied toward the share payment on the payment date, and no interest accrues from the subscription date to the payment date.
(3) Fractional shares of less than 1 share will be discarded and not allocated.
(4) The schedule of this paid-in capital increase may change due to adjustments by the relevant authorities or during the process of acceptance of the securities registration statement.
(5) Other details concerning the issuance of new shares are delegated to the CEO.
▣ Issuance of New Shares by Bonus Issue
1. Source and Amount to Be Transferred to Capital: Share premium of KRW 1,378,546,500
2. Matters Concerning the Issuance of New Shares upon Transfer to Capital
(1) Class and number of new shares: 2,757,093 registered common shares
(2) Issue price of new shares: KRW 500 per share
(3) Record date for allocation of new shares: September 15, 2023 (tentative)
(4) Allocation method and treatment of fractional shares: With September 15, 2023 (tentative) as the record date for allocation of bonus shares, new shares shall be allocated at a ratio of 0.2 shares per share held to the shareholders recorded in the shareholder register after the paid-in capital increase (excluding treasury shares). (Provided that the allocation ratio per share may change due to the exercise of equity-linked bonds or changes in the number of treasury shares before the record date for allocation of new shares, and fractional shares of less than 1 share among the new shares allocated to each shareholder shall be paid in cash based on the closing price on the first day of listing of the new shares)
(5) Dividend accrual date of new shares: January 1, 2023
(6) Commencement date of trading of new shares (tentative): October 10, 2023
(7) Expected listing date of new shares (tentative): October 10, 2023
(8) The schedule of this bonus issue may change due to adjustments by the relevant authorities or during the process of acceptance of the securities registration statement.
(9) Other incidental matters concerning the issuance of new shares are delegated to the CEO.
June 20, 2023
18F, Bldg. S, IT Center, 32 Songdogwahak-ro, Yeonsu-gu, Incheon, Republic of Korea
Voronoi, CEOs Hyuntae Kim and Daekwon Kim
Pursuant to Article 416 of the Korean Commercial Act, the Company's Board of Directors, at its meeting held on June 19, 2023, resolved to issue new shares as follows, and notice is hereby given.
- Details -
▣ Resolution on Paid-in Capital Increase by Allocation to Shareholders Followed by Public Offering of Forfeited Shares
1. Class of Shares: Registered common shares of Voronoi Inc.
2. Total Number of Shares Offered: 1,287,600 shares
3. Par Value per Share: KRW 500
4. Issue Price per Share:
(1) First Issue Price: The base price shall be the lower of (i) the arithmetic average of the one-month volume-weighted average share price, the one-week volume-weighted average share price, and the closing price on the base date, each calculated as the weighted arithmetic average of trading value by trading volume on the KOSDAQ market, with the base date being the third trading day (July 17, 2023) before the record date for allocation of new shares (July 20, 2023), and (ii) the closing price on the base date; a discount rate of 15% shall be applied, and the issue price shall be the price calculated according to the formula below. (Provided that amounts below the quotation unit shall be rounded up to the quotation unit, and if the price is below the par value (KRW 500), the par value shall apply.)
*First Issue Price = [Base Price × (1 - Discount Rate)] / [1 + (Capital Increase Ratio × Discount Rate)]
(2) Second Issue Price: The second base price shall be the lower of (i) the arithmetic average of the one-week volume-weighted average share price, calculated as the weighted arithmetic average of trading value by trading volume on the KOSDAQ market, and the closing price on the base date, with the base date being the third trading day (August 31, 2023) before the subscription date for existing shareholders (September 5, 2023), and (ii) the closing price on the base date; the price shall be determined according to the formula below, applying a discount rate of 15%. However, if the offering price after applying the discount rate is at or below the par value, the par value shall be the issue price. (Provided that amounts below the quotation unit shall be rounded up to the quotation unit)
*Second Issue Price = Base Price × [1 - Discount Rate]
(3) Final Issue Price: The final issue price shall be the lower of the first issue price and the second issue price. However, pursuant to Article 165-6 (Special Provisions on Issuance and Allocation of Shares, etc.) of the Financial Investment Services and Capital Markets Act and Article 5-15-2 (Exceptions to Withdrawal of Forfeited Shares, etc.) of the Regulations on Issuance and Disclosure of Securities, if the lower of the first issue price and the second issue price is lower than the price calculated by applying a 40% discount rate to the volume-weighted average share price over the period from the fifth to the third trading day before the subscription date as the base price, the price calculated by applying a 40% discount rate to the volume-weighted average share price over the period from the fifth to the third trading day before the subscription date shall be the final issue price. (Provided that amounts below the quotation unit shall be rounded up to the quotation unit).
*Final Issue Price = Max{Min[First Issue Price, Second Issue Price], 60% of the volume-weighted average share price over the period from the fifth to the third trading day before the subscription date}
5. Subscription Period:
(1) Subscription dates for existing shareholders: September 5, 2023 ~ September 6, 2023 (2 business days)
(2) Subscription dates for public offering: September 8, 2023 ~ September 11, 2023 (2 business days)
6. Payment Date: September 13, 2023
7. Place of Payment: Shinhan Bank, Songdo Financial Center
8. Dividend Accrual Date: January 1, 2023
9. Subscription Units and Subscription Limits:
(1) The subscription unit for "existing shareholders" shall be 1 share, and the individual subscription limit shall be the sum of the number of allocated shares calculated by multiplying the number of shares held as recorded in the shareholder register as of the record date for allocation of new shares by the new share allocation ratio of 0.1030255637 per share (fractions of less than 1 share being discarded) and the number of shares available for over-subscription (the number calculated by multiplying the above number of allocated shares by 0.2 shares per share, fractions of less than 1 share being discarded); provided that the new share allocation ratio per share for "existing shareholders" may change due to changes in treasury shares, such as treasury shares and treasury stock trusts.
(2) The subscription unit for the "public offering" shall be determined as follows, with a minimum subscription unit of 50 shares. However, the subscription limit for "public offering" subscribers shall be within 100% of the "public offering allocation," and any portion exceeding the subscription limit shall be deemed not subscribed.
| Category | Subscription Unit | |
|---|---|---|
| 50 shares or more | 500 shares or less | Units of 50 shares |
| More than 500 shares | 1,000 shares or less | Units of 100 shares |
| More than 1,000 shares | 5,000 shares or less | Units of 500 shares |
| More than 5,000 shares | 10,000 shares or less | Units of 1,000 shares |
| More than 10,000 shares | 50,000 shares or less | Units of 5,000 shares |
| More than 50,000 shares | 100,000 shares or less | Units of 10,000 shares |
| More than 100,000 shares | 500,000 shares or less | Units of 50,000 shares |
| More than 500,000 shares | 1,000,000 shares or less | Units of 100,000 shares |
| More than 1,000,000 shares | Units of 200,000 shares | |
10. Subscription Deposit: 100% of the subscription amount.
11. Application of Subscription Deposits: Subscription deposits shall be applied toward the payment on the payment date, and no interest shall accrue on subscription deposits.
12. Subscription Method:
(1) Among "existing shareholders," shareholders who have deposited their share certificates with a securities company (formerly "beneficial shareholders") may subscribe at the head office or branches of the securities company with which the share certificates are deposited or at the head office or branches of the "lead manager." However, among "existing shareholders," shareholders holding shares in a special account of the transfer agent (formerly "registered shareholders") may subscribe at the head office or branches of the "lead manager" after attaching the notice of allocation of new shares and presenting proof of identity under their real name. At the time of subscription, two copies of the prescribed subscription form must be completed with the required information and submitted together with the subscription deposit.
(2) Only those who have subscribed with stock subscription warrants may additionally subscribe for 20% of the number of shares in their stock subscription warrant subscription limit. In such case, fractional shares among the shares corresponding to 20% of the stock subscription warrant subscription limit may not be subscribed for.
(3) High-yield high-risk investment trusts, venture company investment trusts, and general subscribers must be real-name holders under the provisions of the Act on Real Name Financial Transactions and Confidentiality, and shall subscribe by presenting proof of identity under their real name, the prescribed subscription form, and the subscription deposit at the subscription handling office. When high-yield high-risk investment trusts and general subscribers subscribe, multiple subscriptions at different subscription offices are permitted, but duplicate subscriptions at a single subscription office are not permitted, and multiple subscriptions by a subscriber at a single subscription office are not permitted, except for collective investment schemes with different management entities. In addition, when subscribing, high-yield high-risk investment trusts shall submit to the subscription handling office documents pledging that they satisfy the requirements under Article 2, Item 18 of the Regulations on Securities Underwriting, together with documents stating their total assets. When subscribing, venture company investment trusts must satisfy the requirements under Article 2, Item 20 of the Regulations on Securities Underwriting and submit to the subscription handling office a written pledge under Article 9, Paragraph 10 of the Regulations on Securities Underwriting, together with documents stating their total assets.
(4) Subscriptions may be made in accordance with the subscription units, and any portion of a subscription exceeding the subscription limit per person shall be deemed not subscribed; the subscription handling office shall return the difference to the subscriber by the payment date, and no interest shall be paid from the date of receipt.
13. Subscription Handling Offices:
(1) General shareholders among "existing shareholders" (formerly "beneficial shareholders"): The securities company with which the share certificates are deposited, or the head office or branches of the "lead manager"
(2) Special account holders among "existing shareholders" (formerly "registered shareholders"): Head office or branches of the "lead manager"
(3) Public offering subscribers: Head office or branches of the "lead manager"
14. Allocation Method:
Subscriptions by existing shareholders and through the public offering shall be administered overall by the "lead manager."
① Subscription by "existing shareholders": Allocated according to the number of shares subscribed for, within the number of stock subscription warrants held.
② Over-subscription: If there are forfeited shares after subscription by "existing shareholders" (holders of stock subscription warrants), the forfeited shares shall be allocated in proportion to the number of shares over-subscribed by "existing shareholders" (holders of stock subscription warrants) (over-subscription ratio: 0.2 shares per allocated new share), and fractions of less than 1 share shall be discarded and not allocated. (Provided that if the number of over-subscribed shares is less than the number of forfeited shares, 100% shall be allocated)
(i) Subscription limit (shares) = Stock subscription warrant subscription limit + Over-subscription limit
(ii) Stock subscription warrant subscription limit = Number of stock subscription warrants held
(iii) Over-subscription limit = Stock subscription warrant subscription limit X Over-subscription ratio (20%)
③ Public offering subscription: The forfeited shares and fractional shares resulting from the above subscription by existing shareholders and over-subscription (the "public offering allocation") shall be offered to the public by the "lead manager" and the "underwriter" as set forth in the following items, with 5% of the offered shares allocated to high-yield high-risk investment trusts pursuant to Article 9, Paragraph 2, Item 3 of the Regulations on Securities Underwriting, and 30% of the offered shares allocated to venture company investment trusts pursuant to Article 9, Paragraph 2, Item 4 of the Regulations on Securities Underwriting. The remaining 65% of the shares shall be allocated to individual subscribers and institutional investors (including collective investment business entities) without distinction. The subscription competition ratios and allocations for the 5% of offered shares for high-yield high-risk investment trusts, the 30% of offered shares for venture company investment trusts, and the 65% of offered shares for individual and institutional investors shall be calculated and allocated separately. However, if under-subscription occurs in any group, the under-subscribed shares shall be allocated to the over-subscribed groups.
(i) In calculating the allocation quantity for the public offering, allocation shall be made to each subscriber of the "lead manager" according to the subscription competition ratio obtained by dividing the "subscription volume" of the "lead manager" (meaning the number of shares subscribed for through the public offering at the subscription offices of the "lead manager") by the number of shares in the "public offering allocation."
(ii) If, as a result of the public offering subscription, the number of shares subscribed for by all public offering subscribers exceeds the public offering allocation, shares shall be allocated pro rata according to the subscription competition ratio, rounding down at 5 and up at 6 as a rule, so as to minimize the remaining shares. Thereafter, the final remaining shares shall be allocated with priority sequentially from the largest subscriber; if the number of equally ranked top subscribers exceeds the final remaining shares, the "lead manager" shall allocate at its reasonable discretion.
(iii) If, as a result of the public offering subscription, the number of shares subscribed for by all public offering subscribers is less than the public offering allocation, shares shall be allocated according to the number of shares subscribed for. The remaining shares after allocation shall be underwritten by the "lead manager" pursuant to Article 2, Paragraph 3.
(iv) However, pursuant to Article 9, Paragraph 2 of the Regulations on Securities Underwriting, the "lead manager" may elect not to allocate to subscribers if the shares to be allocated to "high-yield high-risk investment trusts," "venture company investment trusts," and general subscribers are 50,000 shares or less (based on a par value of KRW 500) or if the offering amount of the shares to be allocated is KRW 100 million or less. In such case, the "lead manager" shall underwrite the remaining shares for its own account.
15. Announcement of Allocation Results: After the public offering subscription, the number of shares allocated to general subscribers by subscription unit shall be posted on the website of the "lead manager" on September 13, 2023, which shall substitute for individual notice.
16. Refunds: If, as a result of the public offering subscription, the total number of shares subscribed for in the public offering (including institutional investors) exceeds the number of public offering shares, resulting in excess subscription deposits, such excess subscription deposits shall be refunded at the applicable subscription handling office from September 13, 2023
17. Matters Concerning the Underwriter
| Underwriter | Class and Number of Shares Underwritten | Underwriting Consideration |
|---|---|---|
|
Lead Manager Korea Investment & Securities Co., Ltd. |
Class of shares underwritten: Registered common shares Number of shares underwritten: Final forfeited shares after the public offering |
Underwriting fee: 1.6% of the total offering amount Forfeited share fee: 10.0% of the residual underwriting amount |
(1) When the issue price of the new shares is finalized, it will be announced on the Company's website (https://voronoi.io), which will substitute for notice to individual shareholders.
(2) Subscription deposits will be applied toward the share payment on the payment date, and no interest accrues from the subscription date to the payment date.
(3) Fractional shares of less than 1 share will be discarded and not allocated.
(4) The schedule of this paid-in capital increase may change due to adjustments by the relevant authorities or during the process of acceptance of the securities registration statement.
(5) Other details concerning the issuance of new shares are delegated to the CEO.
▣ Issuance of New Shares by Bonus Issue
1. Source and Amount to Be Transferred to Capital: Share premium of KRW 1,378,546,500
2. Matters Concerning the Issuance of New Shares upon Transfer to Capital
(1) Class and number of new shares: 2,757,093 registered common shares
(2) Issue price of new shares: KRW 500 per share
(3) Record date for allocation of new shares: September 15, 2023 (tentative)
(4) Allocation method and treatment of fractional shares: With September 15, 2023 (tentative) as the record date for allocation of bonus shares, new shares shall be allocated at a ratio of 0.2 shares per share held to the shareholders recorded in the shareholder register after the paid-in capital increase (excluding treasury shares). (Provided that the allocation ratio per share may change due to the exercise of equity-linked bonds or changes in the number of treasury shares before the record date for allocation of new shares, and fractional shares of less than 1 share among the new shares allocated to each shareholder shall be paid in cash based on the closing price on the first day of listing of the new shares)
(5) Dividend accrual date of new shares: January 1, 2023
(6) Commencement date of trading of new shares (tentative): October 10, 2023
(7) Expected listing date of new shares (tentative): October 10, 2023
(8) The schedule of this bonus issue may change due to adjustments by the relevant authorities or during the process of acceptance of the securities registration statement.
(9) Other incidental matters concerning the issuance of new shares are delegated to the CEO.
June 20, 2023
18F, Bldg. S, IT Center, 32 Songdogwahak-ro, Yeonsu-gu, Incheon, Republic of Korea
Voronoi, CEOs Hyuntae Kim and Daekwon Kim