SK Innovation : Decision on Acquisition of Sharesor Investment Certificatesof Other Corporations

Decision on Acquisition of Shares or Investment Certificates of Other Corporations

Subsidiary company

SK Energy Co.Ltd.,

's material business matters to report

1. Details of issuing company	Name of company	Energy Solution Holdings
Nationality	US	Representative	TBD
Capital stock (KRW)	-	Relationship to company	Subsidiary
Total number of shares issued	-	Main business	-
2. Details of acquisition	Number of shares to be acquired	-
Acquisition cost (KRW)	126,950,000,000
Equity capital (KRW)	4,014,273,930,803
Ratio to equity capital (%)	3.2
Classified as a large-sized corporation?	Yes
3. Number of shares held and shareholding ratio after acquisition	Number of shares held	-
Shareholding ratio(%)	50
4. Acquisition method	Cash Acquisition
5. Purpose of acquisition	Establishing investing entity to invest energy solution business in the US
6. Scheduled acquisition date	2022-06-17
7. Subject to filing of a material fact report on asset acquisition?	No
-Total assets (as of the end of the latest fiscal year) (KRW)	14,912,803,141,222	Acquisition cost /Total assets(%)	0.85
8. Deemed a backdoor listing?	No
-Plan to increase capital through third-party allotment within six months?	No
9. Satisfying backdoor listing requirements for the issuing company (another corporation)?	N/A
10. Date of board resolution (decision date)	2022-05-23
-Attendance of outside directors	Present (No.)	-
Absent (No.)	-
-Attendance of auditors (members of Audit Committee who are not outside auditors)	Present
11. Subject to reporting to the Fair Trade Commission?	No
12. Signed a put option contract, etc.?	No
-Details of agreements	-
13. Other matters to be factored into investment decisions	1. Above information is reagarding to establishig new entity, Energy Solution Holdings, and acquiring equity of that company. 2. Issuing compnay's captal stock, total number of shares issued, and condensed financial statements remain in blank, since issing ccmpany will be established, 3. Acquisition cost is calculated based on the beginning exchange rate of May, 23rd, 2022 (1USD=1,269.5, board resolution date) and actual acqusition cost, 100M$. It will be changed based on the actual exchange rate of acquisition. 4. Equity capital and total assets is based on the FY2021 consolidated financial statements of SK Energy. 5. Scheduled acquisition date is possible to be changed based on the establishing schedule of new entity. 6. Schedule of acquistion and other detailed decisions will be entrusted to CEO or delegates appoined by CEO. 7. SK Energy is a subsidary company of SK Innovation, and portion of SK Energy eqyity at the end of last year is about 21,3% of SK Innovation's total assts
※Related disclosure	-

[Condensed Financial Statements of Issuing Company](KRW)

Category	Total assets	Total liabilities	Total shareholders' equity	Capital stock	Sales	Net income	External auditor's opinion	External auditor
Current fiscal year	-	-	-	-	-	-	-	-
Previous fiscal year	-	-	-	-	-	-	-	-
Two fiscal years prior	-	-	-	-	-	-	-	-