A comprehensive share exchange refers to a corporate restructuring mechanism under which a parent company acquires all issued shares of its subsidiary and, in consideration thereof, issues newly issued shares of the parent company to the shareholders of the subsidiary. As a result, the subsidiary becomes a wholly owned subsidiary of the parent company, and the existing shareholders of the subsidiary become shareholders of the parent company.
※ Relevant laws and regulations: Articles 360-2 through 360-10 of the Korean Commercial Act
In this transaction, Hyundai G.F. Holdings plans to carry out a comprehensive share exchange with Hyundai Home Shopping, whereby Hyundai G.F. Holdings will acquire the shares of Hyundai Home Shopping and issue newly issued shares of Hyundai G.F. Holdings to the shareholders of Hyundai Home Shopping as consideration.
For this purpose, each company plans to obtain approval for the comprehensive share exchange at its respective extraordinary general meeting of shareholders scheduled to be held on April 20, 2026.
If the comprehensive share exchange is approved, the exchange will be implemented by applying an exchange ratio of 6.3571040 common shares of Hyundai G.F. Holdings for each common share of Hyundai Home Shopping held by shareholders of Hyundai Home Shopping who do not exercise dissenting rights or appraisal rights.
Accordingly, Hyundai G.F. Holdings plans to issue newly issued shares to be exchanged for the shares of Hyundai Home Shopping. Unless appraisal rights are exercised, the comprehensive share exchange will not result in any change to the number of shares held by existing shareholders of Hyundai G.F. Holdings.
Meanwhile, the shares held by shareholders of both companies who exercise appraisal rights in opposition to the comprehensive share exchange, as well as any fractional shares arising in the course of the exchange, will be acquired by each company as treasury shares in accordance with applicable laws and regulations.
Upon completion of the comprehensive share exchange, Hyundai G.F. Holdings will acquire 100% of the shares of Hyundai Home Shopping, and Hyundai Home Shopping is expected to be delisted as a result.
For details on the procedures and terms of exercising appraisal rights, please refer to the “Report on Material Facts” disclosed by each company and the Securities Registration Statement of Hyundai G.F. Holdings.
A comprehensive share exchange refers to a corporate restructuring mechanism under which a parent company acquires all issued shares of its subsidiary and, in consideration thereof, issues newly issued shares of the parent company to the shareholders of the subsidiary. As a result, the subsidiary becomes a wholly owned subsidiary of the parent company, and the existing shareholders of the subsidiary become shareholders of the parent company.
※ Relevant laws and regulations: Articles 360-2 through 360-10 of the Korean Commercial Act
In this transaction, Hyundai G.F. Holdings plans to carry out a comprehensive share exchange with Hyundai Home Shopping, whereby Hyundai G.F. Holdings will acquire the shares of Hyundai Home Shopping and issue newly issued shares of Hyundai G.F. Holdings to the shareholders of Hyundai Home Shopping as consideration.
For this purpose, each company plans to obtain approval for the comprehensive share exchange at its respective extraordinary general meeting of shareholders scheduled to be held on April 20, 2026.
If the comprehensive share exchange is approved, the exchange will be implemented by applying an exchange ratio of 6.3571040 common shares of Hyundai G.F. Holdings for each common share of Hyundai Home Shopping held by shareholders of Hyundai Home Shopping who do not exercise dissenting rights or appraisal rights.
Accordingly, Hyundai G.F. Holdings plans to issue newly issued shares to be exchanged for the shares of Hyundai Home Shopping. Unless appraisal rights are exercised, the comprehensive share exchange will not result in any change to the number of shares held by existing shareholders of Hyundai G.F. Holdings.
Meanwhile, the shares held by shareholders of both companies who exercise appraisal rights in opposition to the comprehensive share exchange, as well as any fractional shares arising in the course of the exchange, will be acquired by each company as treasury shares in accordance with applicable laws and regulations.
Upon completion of the comprehensive share exchange, Hyundai G.F. Holdings will acquire 100% of the shares of Hyundai Home Shopping, and Hyundai Home Shopping is expected to be delisted as a result.
For details on the procedures and terms of exercising appraisal rights, please refer to the “Report on Material Facts” disclosed by each company and the Securities Registration Statement of Hyundai G.F. Holdings.