Asterion Holdings Co., Ltd entered into a a contract to acquire approximately 25.12% stake in Nowcos Co.,Ltd. (XKON : A257990) from Choi, Mi-hyang for KRW 6.9 billion on June 16, 2022. Under terms of transaction, Asterion Holdings Co., Ltd will pay approximately KRW 690 million on contract date and balance payment of KRW 6.2 billion for acquiring 0.98 million shares of Nowcos on July 18, 2022. In related transaction, Nowcos Co.,Ltd. announced a private placement of 1,956,297 common shares at an issue price of KRW 5,670 per share for gross proceeds of KRW 11,092,203,990 on June 16, 2022. Additional payment will be made if From September 30, 2022 to December 31, 2023, if the normalized EBITDA for the last year is KRW 2.5 billion or more as of the end of each quarter, KRW 2,358,981,600 per share multiplied by the number of eligible stocks multiplied by KRW 2,358,981,600 paid and if From September 30, 2022 to December 31, 2023, as of the end of each quarter, if the normalized EBITDA for the past year is KRW 7 billion or more, 1 based on the first meeting of KRW 2,500 per share multiplied by the number of eligible stocks to KRW 2,457,272,500 However, if the normalized EBITDA for the past one year does not reach 7 billion won or more by December 31, 2023, it will be paid by deducting it within 2,500 won per share according to a fixed calculation formula.

The stock transferee will have a total of 2,939,206 shares (50.08%) after issuance of new shares through stock acquisition and capital increase (assignment to a third party), becoming the largest shareholder of Nowcos Co., Ltd. Transaction is expected to close on July 18, 2022.