Answer The merger with SK Innovation is being pursued to respond to an increasingly challenging business environment—driven by slower EV market growth and intensifying competition—and to improve the financial stability and operational efficiency of both companies.

The company has pursued a range of self-help measures to improve operational efficiency and its financial structure, including plant divestitures and production suspensions, capital increases, and corporate bond issuances. However, operating losses have accumulated, and constraints on funding and cash generation have grown.

Under these circumstances, the company concluded that short-term self-help measures alone offer only limited scope to fundamentally improve its financial structure and business competitiveness.

Through this merger, the company intends to secure financial stability and to enhance business competitiveness by using both companies' business, R&D, and infrastructure more efficiently.

답변 The earlier spin-off and listing were undertaken to grow the separator business as a standalone operation and to secure the investment resources it needed. Since then, however, the environment surrounding the separator business has changed significantly—driven by slower EV market growth and intensifying price competition—and the business's performance and financial position have diverged from initial expectations.

Against this backdrop, the company concluded that, rather than continuing as a standalone entity, integrating with SK Innovation would be a more suitable way to strengthen funding capacity and financial stability and to restore production and operational efficiency and competitiveness.

This merger is therefore not merely a change in ownership structure aimed at addressing the company's short-term difficulties, but a decision to respond to the changed business environment and restore the competitiveness of the separator business.

답변 Before deciding on a merger by absorption, the company reviewed two broad alternatives.

The first was to secure the necessary funds through guarantees, intercompany loans, or capital increases. While this could ease liquidity pressure in the short term, it would likely leave the company dependent on continued support or borrowing, offering only limited scope to fundamentally improve its financial structure.

The second was to reorganize the ownership structure. Among such options, a comprehensive share exchange has the advantage of simplifying the ownership structure by converting SKIET into a wholly-owned subsidiary of SK Innovation. However, because a comprehensive share exchange keeps the existing legal entity in place, the management and support functions required to run a standalone company would still be needed, and the improvement in financial stability and operational efficiency could be limited.

A merger by absorption, by contrast, is a structure in which SK Innovation comprehensively assumes SKIET's assets, liabilities, and business-related contractual rights and obligations. This allows the company to draw on SK Innovation's financial base and funding capabilities while using both companies' business and R&D capabilities and operating infrastructure more efficiently.

Accordingly, the company concluded that a merger by absorption is the most suitable option to strengthen financial stability and operational efficiency in the short term and to enhance the competitiveness of the separator business over the medium to long term.

답변 Upon completion of the merger, SK ie technology shareholders will be allotted new shares in SK Innovation.

As a result, their investment will shift to a company underpinned by a more diversified business portfolio and a more stable financial structure.
In addition, following the merger, shareholders are expected to benefit from outcomes such as improved operational efficiency, cost savings, and enhanced business competitiveness achieved through the restructuring of the business portfolio.

답변 This merger is being pursued to secure the financial stability of the separator business and enhance its competitiveness by using SK Innovation's financial base and business infrastructure.

The specific organizational and operating structure following the merger will be determined by comprehensively taking into account the merger process, future business conditions, and operational efficiency.

답변 The merger price and ratio were determined using the reference market price method prescribed under Korea's capital markets laws for mergers between listed companies.

Based on the reference share price method under the applicable laws, SK Innovation's merger price was determined at KRW 125,862 and SK ie technology's merger price at KRW 14,783, resulting in a merger ratio of 1 : 0.1174540 (SK Innovation Co., Ltd. : SK ie technology Co., Ltd.).

Using August 24, 2026 as the base date, we took the arithmetic average of the volume-weighted average closing prices over the most recent one-month and one-week periods and the most recent closing price, with no separate discount or premium applied.

To confirm that the merger ratio appropriately reflects the substantive economic value to shareholders, the company additionally obtained a review by an independent external financial advisor engaged by the special committee. This provided a further check—beyond the statutory calculation criteria—on the fairness and appropriateness of the merger price and ratio from the perspective of SK ie technology shareholders.

The merger ratio was confirmed to fall within the appropriate range presented by the external financial advisor. Further details on the calculation of the merger price and ratio, the special committee's review, and the external advisors' findings are available in the relevant disclosures.

답변 To protect shareholders' rights and interests, the company has put in place several measures, including appraisal rights for dissenting shareholders, review by special committees independent of management and the counterparty, external legal and financial advice, and the relevant disclosure procedures.

The special committees reviewed the rationale for the merger, the ratio, key terms, and shareholder protections, and engaged external advisors to further assess the fairness of the terms and process.

A shareholder who opposes the merger must notify the company of its dissent in writing within the prescribed period and, provided the requirements under applicable law are met, may exercise appraisal rights within 20 days from the date of the EGM resolution.

The specific exercise period and procedures will be communicated through the notice convening the EGM and the related disclosures; under Korean law, a listed company's merger agreement is subject to approval at the EGM, and the requirements and procedures for exercising appraisal rights are governed by applicable laws.

답변Upon completion of the merger, the existing shares of SK ie technology (SKIET)—the company being absorbed—will be cancelled.

SKIET shareholders who do not exercise their appraisal rights and instead retain their shares through the merger will be allotted new shares in SK Innovation, the surviving company, in accordance with the confirmed merger ratio.

Details such as the class and number of the new shares to be issued, the allotment method, and the treatment of fractional shares will be communicated through the merger agreement, the related disclosures, and shareholder information materials.

답변 A shareholder who opposes the merger may exercise appraisal rights under the procedures prescribed by applicable laws.

For this merger, the period to notify opposition is scheduled from November 9 to November 23, 2026, and the appraisal-right exercise period from November 24 to December 14, 2026.

Detailed matters, including the submission deadline, method, and shares subject to exercise, will be provided through the notice convening the EGM and the related disclosures, so please be sure to check those materials when exercising your rights.

답변 For a listed company, the appraisal price is generally determined in accordance with the formula prescribed under Korea's capital markets laws: using August 24, 2026—the day before the board resolution date—as the base date, the volume-weighted average trading prices over the most recent two-month, one-month, and one-week periods are each calculated and then averaged arithmetically to arrive at the appraisal price.

The specific appraisal price will be communicated through the related disclosures and shareholder information materials.

답변 Official information regarding the merger is available on the company's website and on DART, the electronic disclosure system operated by the Financial Supervisory Service.

Shareholders may attend the shareholder briefing and the extraordinary general meeting of shareholders (EGM), and may exercise their voting rights at the EGM. Shareholders who oppose the merger may submit written notice of their dissent within the prescribed period and exercise their appraisal rights in accordance with the requirements under applicable law.

For the specific schedule and participation procedures, please be sure to check the latest disclosures and shareholder information materials posted on the company's website and on DART.

답변 For any further inquiries regarding the merger, please contact us using the details below.

IR inquiries (email): skietir@sk.com
Company main line: +82-2-2121-5114

For the key milestones of the merger and for information on shareholders' rights, please refer first to the latest disclosures and shareholder information materials posted on the company's website and on DART.