CJ ENM : Decision on Acquisition of Shares or Investment Securities of Other Corporation(Voluntary Disclosure)

Decision on Acquisition of Shares or Investment Securities of Other Corporation(Voluntary Disclosure)

1. Details of the issuing Company	Name of Company (Nationality)	kt studiogenie Co., Ltd.	Representative	Kim Cheol-yeon
Capital Stock(KRW)	58,225,430,000	Relationship to Company	None
Total Number of Outstanding Shares	11,645,086	Main Business	Program provider/production
2. Details of Acquisition	Number of Shares to Be Acquired	1,164,509
Acquisition Price(KRW)	99,999,881,357
Equity Capital(KRW)	4,203,305,795,543
Ratio to Equity Capital(%)	2.38
Applicability of Large-scale Corporation Rules	Yes
3. Number of shares held and shareholding ratio after acquisition	Number of Shares Held	1,164,509
Shareholding Ratio(%)	9.09
4. Acquisition Method	Cash
5. Purpose of Acquisition	Business cooperation for strengthening channels and OTT contents competitiveness
6. Scheduled Acquisition Date	2022-07-19
7. Subject to Filing of report on asset acquision	No
- Total asset in the Lastest Fiscal Year(KRW)	7,940,624,818,521	acquision cost / total asset(%)	1.26
8. Applicability of Criteria for backdoor listing	Not applicable
- Capital Increase Plan(allotmentto the third parties) within 6 months	Not applicable
9. Satisfaction for issuer (other corporation) to backdoor listing requisite	No
10. Date of Board of Directors' Resolution(Decision Date)	2022-07-14
- Attendance of Outside Directors	Present(No.)	4
Absent(No.)	0
- Attendance of Auditors(Member of Audit committee)	Present
11. Applicability of Monopoly Regulation and Fair Trade Act	No
12. If entered into an agreement for Put Option, Call Option, Put Back Option, etc.	Yes
- Details of agreements	1. The BOD of CJ ENM approved the acquisition of new shares to be issued by kt studiogenie(Share Purchase Agreement) and approved the conclusion of contracts including Business Cooperation Agreement, and Shareholders' Agreement between CJ ENM and KT CORPORATION. The said contracts were made and entered into on 18 July, 2022. 2. Business Operation Agreement : - Contracting parties: CJ ENM, kt studiogenie - Contract term: 5 years from the execution date of the contract - Purpose of the contract : Cooperation for content production and distribution 3. Shareholders' Agreement - Contracting parties: CJ ENM, KT CORPORATION - Key terms: If a party or parties to the Agreement fails to perform its obligations under the Agreement, CJ ENM has the right to have KT CORPORATION to buy back shares acquired by CJ ENM.
13. Other references concerning investment decisions	1. Along with the Share Purchase Agreement, the BOD of Tving, the subsidiary of CJ ENM approved the merger of Tving and kt seezn. The Merger Agreement was made and entered into on 18 July, 2022. 2. The Merger Agreement : - Contracting parties: Tving, kt seezn - Purpose of the contract : A statutory merger of Tving and kt seezn, with Tving being the surviving company and kt seezn being the dissolving company after the merger - Merger ratio : Tving : kt seezn = 1 : 1.5737519 3. The Tving Subscription Services Agreement - Contracting parties : Tving, KT CORPORATION - Purpose of the contract : Service partnership between two companies for utilization of services provided by each company 4. Shareholders' Agreement - Contracting parties: CJ ENM, kt studiogenie - Key terms : CJ ENM has the Drag-along Right while kt studiogenie has the Tag-along Right. 5. The financial information of CJ ENM and the issuing company stated above and 'Condensed Financial Statement of Issuing Company' presented below are prepared based on the annual financial statement for FY21.
※ Relevant Disclosure	2022-03-21 Other Management Information(Voluntary Disclosure)

[Condensed Financial Statement of Issuing Company](Mil. KRW)

Classification	Total Assets	Total Liabilities	Total Shareholders' Equity	Capital Stock	Sales	Net Income
This Year	-	-	-	-	-	-
Last Year	319,211	24,430	294,781	58,225	11,824	-3,724
The year before last	-	-	-	-	-	-