CJ ENM : Decision on Merger(Voluntary Disclosure)(Material Management Matters of Subsidiary Company)

Decision on Merger(Voluntary Disclosure)(Material Management Matters of Subsidiary Company)

Subsidiary Company

Tving Co., Ltd

Report of Material Management Matters

1. Merger Method	A statutory merger of Tving with kt seezn - the surviving entity: Tving - the dissolving entity: kt seezn
2. Purpose of Merger	For strengthening competitiveness in OTT services through a merger of Tving with kt seezn
3. Merger Ratio	Merger ratio : Tving : kt seezn = 1 : 1.5737519
4. Basis used for calculating the Merger Ratio	There is not any law and regulation stipulating the valuation method for determining the merger ratio between private companies. Since Tving and kt seezn are privately held companies, the merger ratio was determined and agreed upon by the two companies with assistance from the independent valuation firm.
5. Class and Number of New Shares to Be Distributed following the merger	Common Shares	382,513
Different Classes of Shares	-
6. Counterparty to the Merger	Name of Company	kt seezn Co., Ltd.
Main Business	Provision of OTT services
Relationship to Company	others
Financial details of latest fiscal year (Mil.Won)	Total Assets	72,099	Capital Stock	1,215
Total Liabilities	35,921	Sales Amount	20,978
Total Shareholders' Equity	36,178	Net Income	1,952
7. Newly established Company after merger	Name of Company	-
Capital Stock(KRW)	-
Main Business	-
8. Merger Schedule	Scheduled Date of Shareholders' Meeting	2022-08-03
Period for Tendering Existing Shares	From	-
To	-
Period for filing objection by the Creditors	From	2022-08-04
To	2022-09-04
Date Set for Merger	2022-12-01
Scheduled Merger Registration Date	2022-12-06
Scheduled Delivery Date of New Share Certificates	-
9. Details of claims for stock repurchase	Pursuant to the Article 522-3, a shareholder objecting to the BOD resolution approving the merger may request the company to purchase the shares he or she owns. If the shareholder wishes to do so, he or she shall notify the company of his or her objection to the merger in writing before the general meeting of shareholders, and shall request the company to purchase the shares in writing specifying the classes and number of the shares he or she owns within the 20 days from the general meeting of shareholders. The company shall purchase the shares within 2 months from the date of such request being made.
10. Date Of Board Of Directors Resolution(Decision Date)	2022-07-14
-Attendance of Outside Directors	Present(No.)	-
Absent(No.)	-
-Attendance of Auditors(members of Audit Committee)	Absent
11. Other references concerning investment decisions	1. 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. 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 Tiving 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 details of latest fiscal year' of the '6. Counterparty to the Merger' are as of December 31, 2021 or FY21. The fiscal period is from November 4, 2021 to December 31, 2021. 6. The '8. Merger Schedule' stated above may change subject to the approval in accordance with the requirements of applicable rules and regulations. 7. The total asset of the subsidiary (Tving) and the consolidated total asset of dominant company stated below are as of December 31, 2021.
※ Title and date of other disclosure related to this one	2022-07-19 Decision on Acquisition of Shares or Investment Securities of Other Corporation(Voluntary Disclosure) 2022-03-21 Other Management Information(Voluntary Disclosure)

※Relevant Disclosure Regulation

Financial Investment Services and Capital Markets Act

[Details Of Subsidiary Company]

Name of Subsidiary Company	Tving Co., Ltd	Name of English	Tving Co., Ltd
- Representative	Yang Jieul
- Main Business	Content distribution and OTT services
- Major Subsidiary Company	No
Total Asset of Subsidiary Company(KRW)	244,046,545,111
Consolidated Total Asset of Dominant Company(KRW)	7,940,624,818,521
Ratio to Consolidated Total Asset of Dominant Company(%)	3.07