Appraisal Rights(Prospectus)



□ Matters Related to the Appraisal Rights

   


 

1. Requirements for Exercising Appraisal Rights

A. Surviving Parent Company: Hyundai G.F. Holdings Co., Ltd.

Pursuant to Article 360-5 of the Korean Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act (the “FSCMA”), shareholders of Hyundai G.F. Holdingsgs Co., Ltd. who are registered in the shareholders’ register as of the shareholder confirmation record date (February 26, 2026) and who oppose the board resolution approving the share exchange must notify the Company in writing of their objection to such board resolution prior to the general meeting of shareholders.


Shareholders who have duly submitted written objection to the board resolution may, within 20 days from the date of the shareholders’ resolution, request the Company in writing to purchase all or part of the shares continuously held by them from the shareholder confirmation record date (February 26, 2026) through the date of exercise of appraisal rights. In accordance with Article 165-5(1) of the FSCMA and Article 176-7(2) of the Enforcement Decree thereof, appraisal rights shall only be granted for shares acquired prior to the public disclosure of the board resolution approving the comprehensive share exchange, or for shares where the shareholder can prove that, by the next business day following such disclosure, (i) a purchase agreement was executed, (ii) a securities lending transaction was terminated, or (iii) another legal act relating to the acquisition of such shares occurred, and which have been continuously held until the exercise date. Appraisal rights shall be forfeited with respect to shares sold and reacquired during such period, and once exercised, appraisal rights may not be revoked.


A shareholder may request purchase of part of his or her holdings within the number of shares registered as of the shareholder confirmation record date. However, a shareholder who has submitted prior written objection but votes in favor of the share exchange at the shareholders’ meeting may not exercise appraisal rights.

As Hyundai G.F. Holdingsgs Co., Ltd. is a KOSPI-listed company, pursuant to Article 165-5 of the FSCMA (Special Provisions on Appraisal Rights), the Company must purchase the relevant shares within one month from the expiration of the appraisal rights exercise period.



B. Wholly-Owned Subsidiary: Hyundai Home Shopping Network Corporation

Pursuant to Article 360-5 of the Korean Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act (the “FSCMA”), shareholders of Hyundai Home Shopping Network Corporation who are registered in the shareholders’ register as of the shareholder confirmation record date (February 26, 2026) and who oppose the board resolution approving the share exchange must notify the Company in writing of their objection to such board resolution prior to the general meeting of shareholders.


Shareholders who have duly submitted written objection to the board resolution may, within 20 days from the date of the shareholders’ resolution, request the Company in writing to purchase all or part of the shares continuously held by them from the shareholder confirmation record date (February 26, 2026) through the date of exercise of appraisal rights. In accordance with Article 165-5(1) of the FSCMA and Article 176-7(2) of the Enforcement Decree thereof, appraisal rights shall only be granted for shares acquired prior to the public disclosure of the board resolution approving the comprehensive share exchange, or for shares where the shareholder can prove that, by the next business day following such disclosure, (i) a purchase agreement was executed, (ii) a securities lending transaction was terminated, or (iii) another legal act relating to the acquisition of such shares occurred, and which have been continuously held until the exercise date. Appraisal rights shall be forfeited with respect to shares sold and reacquired during such period, and once exercised, appraisal rights may not be revoked.


A shareholder may request purchase of part of his or her holdings within the number of shares registered as of the shareholder confirmation record date. However, a shareholder who has submitted prior written objection but votes in favor of the share exchange at the shareholders’ meeting may not exercise appraisal rights.

As Hyundai Home Shopping Network Corporation is a KOSPI-listed company, pursuant to Article 165-5 of the FSCMA (Special Provisions on Appraisal Rights), the Company must purchase the relevant shares within one month from the expiration of the appraisal rights exercise period.





2. Expected Appraisal Purchase Price 

A. Hyundai G.F. Holdings Co., Ltd. Common Shares


Proposed purchase price for consultationHyundai G.F. Holdings
KRW 9,383 per share
Basis of calculationPrice determined pursuant to Article 165-5 of the FSCMA and Article 176-7 of the Enforcement Decree thereof.
If no agreement is reachedThe purchase price shall be calculated based on the market price of the relevant shares traded on the securities market. If either the Company or the dissenting shareholder objects to such price, either party may petition the court for determination of the purchase price. 
Note: Any mediation requested with the Financial Services Commission or court petition regarding the expected purchase price shall not affect the progress of the share exchange itself. Any adjusted or court-determined amount shall be effective only with respect to the shareholder who requested such mediation or petition. 


(1) Method of Calculation of Expected Purchase Price 


(Base Date: Feburary 10, 2026)

ClassificationPeriodKRW per share
Volume-weighted average closing price for the most recent 2 months (A)Dec. 11, 2025 – Feb. 10, 2026
8,806
 Volume-weighted average closing price for the most recent 1 month (B)Jan. 12, 2026 – Feb. 10, 2026 9,121
Volume-weighted average closing price for the most recent 1 week (C)
Feb. 4, 2026 – Feb. 10, 2026 10,222
Base purchase price {D=(A+B+C)/3}-9,383


(2) Closing Prices and Trading Volume for the Most Recent Two Month


DateClosing PriceTrading VolumeClosing Price × Trading Volume
2025-12-118,580636,4035,460,337,740
2025-12-128,630639,7465,521,007,980
2025-12-158,670317,2702,750,730,900
2025-12-168,720518,8214,524,119,120
2025-12-178,750207,1191,812,291,250
2025-12-188,650129,3171,118,592,050
2025-12-198,500222,7141,893,069,000
2025-12-228,610154,0401,326,284,400
2025-12-238,590155,3811,334,722,790
2025-12-248,50065,726558,671,000
2025-12-268,390230,0921,930,471,880
2025-12-298,280188,9691,564,663,320
2025-12-308,320104,556869,905,920
2026-01-028,020231,6751,858,033,500
2026-01-057,950161,8971,287,081,150
2026-01-068,110136,3001,105,393,000
2026-01-078,100131,1171,062,047,700
2026-01-087,910191,0981,511,585,180
2026-01-097,930139,8151,108,732,950
2026-01-127,990201,3701,608,946,300
2026-01-137,980211,8111,690,251,780
2026-01-148,500474,0884,029,748,000
2026-01-158,470213,0411,804,457,270
2026-01-168,620177,4401,529,532,800
2026-01-198,290140,1931,162,199,970
2026-01-208,550140,3481,199,975,400
2026-01-218,420135,8681,144,008,560
2026-01-228,450166,8041,409,493,800
2026-01-238,730210,7461,839,812,580
2026-01-268,920262,0332,337,334,360
2026-01-279,000176,6811,590,129,000
2026-01-288,970260,8532,339,851,410
2026-01-299,480391,3193,709,704,120
2026-01-309,280213,0891,977,465,920
2026-02-029,300283,0942,632,774,200
2026-02-039,840314,4183,093,873,120
2026-02-049,870169,3691,671,672,030
2026-02-0510,030226,0882,267,662,640
2026-02-069,950152,8391,520,748,050
2026-02-0910,420297,6083,101,075,360
2026-02-1010,670190,4402,031,994,800
Volume-weighted average closing price for the most
recent 2 months (A)
8,806
Volume-weighted average closing price for the most
recent 1 month (B) 
9,121
Volume-weighted average closing price for the most recent 1 week (C)
10,222
Base purchase price {D=(A+B+C)/3}
9,383


B. Hyundai Home Shopping Network Corporation Common Shares


Proposed purchase price for consultation
Hyundai Home Shopping Network Corporation
KRW 60,709 per share
Basis of calculation
Price determined pursuant to Article 165-5 of the FSCMA and Article 176-7 of the Enforcement Decree thereof.
If no agreement is reached
The purchase price shall be calculated based on the market price of the relevant shares traded on the securities market. If either the Company or the dissenting shareholder objects to such price, either party may petition the court for determination of the purchase price.
Note: Any mediation requested with the Financial Services Commission or court petition regarding the expected purchase price shall not affect the progress of the share exchange itself. Any adjusted or court-determined amount shall be effective only with respect to the shareholder who requested such mediation or petition.


(1) Method of Calculation of Expected Purchase Price 


(Base Date: Feburary 10, 2026)

Classification
Period
KRW per share
Volume-weighted average closing price for the most recent 2 months (A) Dec. 11, 2025 – Feb. 10, 2026
58,332
Volume-weighted average closing price for the most recent 1 month (B)
Jan. 12, 2026 – Feb. 10, 2026
59,450
Volume-weighted average closing price for the most recent 1 week (C)
Feb. 4, 2026 – Feb. 10, 2026
64,344
Base purchase price {D=(A+B+C)/3}
-60,709



(2) Closing Prices and Trading Volume for the Most Recent Two Month


Date
Closing Price
Trading Volume
Closing Price × Trading Volume
2025-12-1155,1004,971273,902,100
2025-12-1255,8003,156176,104,800
2025-12-1556,0006,465362,040,000
2025-12-1655,8009,136509,788,800
2025-12-1756,5004,823272,499,500
2025-12-1855,5003,122173,271,000
2025-12-1955,30012,613697,498,900
2025-12-2255,7006,553365,002,100
2025-12-2355,6002,974165,354,400
2025-12-2456,0003,966222,096,000
2025-12-2655,60016,055892,658,000
2025-12-2955,1004,587252,743,700
2025-12-3055,0005,035276,925,000
2026-01-0254,1009,263501,128,300
2026-01-0553,30012,179649,140,700
2026-01-0653,2008,836470,075,200
2026-01-0753,6004,240227,264,000
2026-01-0852,8005,658298,742,400
2026-01-0952,5005,318279,195,000
2026-01-1252,2006,923361,380,600
2026-01-1351,9009,325483,967,500
2026-01-1452,80010,738566,966,400
2026-01-1552,5009,611504,577,500
2026-01-1652,7009,747513,666,900
2026-01-1952,6008,857465,878,200
2026-01-2054,40015,782858,540,800
2026-01-2153,00012,451659,903,000
2026-01-2253,9009,015485,908,500
2026-01-2354,30010,873590,403,900
2026-01-2654,50011,383620,373,500
2026-01-2754,70010,151555,259,700
2026-01-2855,30011,036610,290,800
2026-01-2957,00022,6711,292,247,000
2026-01-3058,00023,8911,385,678,000
2026-02-0257,20018,8591,078,734,800
2026-02-0358,20012,625734,775,000
2026-02-0459,50021,7291,292,875,500
2026-02-0559,70015,683936,275,100
2026-02-0658,50020,0141,170,819,000
2026-02-0958,4007,903461,535,200
2026-02-1067,000128,7988,629,466,000
Volume-weighted average closing price for the most recent 2 months (A)
58,332
Volume-weighted average closing price for the most recent 1 month (B)
59,450
Volume-weighted average closing price for the most recent 1 week (C)
64,344
Base purchase price {D=(A+B+C)/3}
60,709





3. Procedures, Method, Period and Place for Exercise

A. Method of Expressing Objection


Shareholders opposing the board resolution approving the share exchange must submit written notice of objection to the Company by no later than the day before the shareholders’ meeting.


For beneficial shareholders holding shares through securities companies, objection must be submitted through the relevant securities company.


In such case, the objection must be submitted by April 15, 2026 (three business days prior to the shareholders’ meeting).



B. Exercise of Appraisal Rights



Pursuant to Article 165-5 of the Financial Investment Services and Capital Markets Act, appraisal rights shall be granted only to shareholders who acquired the relevant shares by the date on which the board resolution approving the share exchange was publicly disclosed in accordance with the disclosure regulations (February 11, 2026), or who can prove that, by the next business day following such disclosure date, (i) a purchase agreement for the relevant shares was executed, (ii) a securities lending transaction with respect to the relevant shares was terminated, or (iii) any other legal act relating to the acquisition of the relevant shares occurred, and who have continuously held such shares from the next business day following the disclosure date of the board resolution until the date of exercise of appraisal rights. Appraisal rights shall be forfeited with respect to shares sold and reacquired during such period, and once exercised, appraisal rights may not be revoked.


Pursuant to Article 360-5 of the Korean Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, shareholders who have submitted notice of objection may request the Company to purchase their shares within 20 days from the date of the shareholders’ resolution, and may also request the purchase of only a portion of their shareholdings.


Appraisal rights shall be granted only to shareholders who have continuously held the relevant shares from the date of the board resolution (February 11, 2026) until the date of exercise of appraisal rights. However, beneficial shareholders who have deposited their share certificates with a securities company may request the Company to purchase the shares they own by completing and submitting an application for the exercise of appraisal rights to the relevant securities company with respect to the number of shares held in custody.


Meanwhile, shareholders whose shares are electronically registered in customer accounts must complete and submit an application for the exercise of appraisal rights to the account management institution, such as the securities company where their customer account is maintained, no later than two business days prior to the expiration date of the appraisal rights exercise period. Such account management institution shall apply for the exercise of appraisal rights to the Korea Securities Depository no later than the business day immediately preceding the expiration date of the appraisal rights exercise period (including, where applicable, shareholders who have directly submitted notice of objection to the Company). Upon receipt of such application, the Korea Securities Depository shall consolidate the applications submitted by the account management institutions and submit a written request for share purchase to the Company on the expiration date of the appraisal rights exercise period.



C. Place of Submission



Registered shareholders holding shares in a special account (formerly, “registered shareholders”)
Beneficial shareholders: Relevant securities company
Hyundai G.F. Holdings Co., Ltd.Hyundai Home Shopping Network CorporationRelevant securities company
Finance Planning Team, 13F, 12 Teheran-ro 98-gil, Gangnam-gu, Seoul Management Team, 9F, 34 Olympic-ro 70-gil, Gangdong-gu, Seoul 



D. Periods


CategoryHyundai G.F. Holdings Co., Ltd.Hyundai Home Shopping Network Corporation
Objection PeriodStartApr 3, 2026Apr 3, 2026
EndApr 17, 2026Apr 17, 2026
Extraordinary General MeetingApr 20, 2026
Apr 20, 2026
Appraisal Rights ExerciseStartApr 20, 2026
Apr 20, 2026
EndMay 11, 2026
May 11, 2026 
Scheduled Payment DateMay 14, 2026
May 14, 2026





4. Impact of Appraisal Rights Exercise on Effectiveness of the Comprehensive Share Exchange

If, after approval of the share exchange at the shareholders’ meetings of the parties, the aggregate purchase price payable by Hyundai G.F. Holdings Co., Ltd. to dissenting shareholders exceeds KRW 140 billion, or the aggregate purchase price payable by Hyundai Home Shopping Network Corporation exceeds KRW 140 billion, Hyundai G.F. Holdings Co., Ltd. and Hyundai Home Shopping Network Corporation may terminate or amend the share exchange agreement by written agreement.




5. Funding and Payment of Appraisal Purchase Price

A. Funding Source

The purchase price for shares subject to appraisal rights is expected to be funded using each party’s internal cash reserves, and any shortfall may be financed through external funding such as financial institutions. Specific details have not yet been determined as of the filing date of the securities registration statement.

B. Scheduled Payment Timing

Payment is expected to be made within one month from the expiration of the appraisal rights exercise period (scheduled for May 14, 2026).

C. Payment Method 


- Registered shareholders: Remittance to the bank account designated by the shareholder
- Beneficial shareholders holding through securities companies: Remittance to the shareholder’s account with the relevant securities company


D. Tax and Other Important Notes

Matters relating to the share purchase price and the exercise of appraisal rights may be subject to change, if necessary, through consultation with shareholders. Shareholders are advised to take note of this.

Capital gains realized by shareholders of Hyundai G.F. Holdings Co., Ltd. and Hyundai Home Shopping Network Corporation (i.e., the amount calculated by deducting the acquisition cost and transfer expenses from the transfer price) may be subject to corporate income tax or capital gains tax. However, individual shareholders who are not major shareholders are not subject to taxation on capital gains arising from the comprehensive share exchange.


  • Individual shareholders (other than major shareholders): Non-taxable

  • Individual major shareholders:
    • 22% (including local income tax) for tax base up to KRW 300 million
    • KRW 66 million plus 27.5% (including local income tax) on the portion exceeding KRW 300 million
    • Provided, however, that a tax rate of 33% (including local income tax) shall apply if the shares have been held for less than one year

  • Domestic corporations:
    • Capital gains shall be included in taxable income for each fiscal year and subject to corporate income tax

  • Foreign corporations or non-residents:
    • Corporate income tax or capital gains tax shall be imposed in an amount equal to the lesser of:
      (i) 11% of the transfer price (including local income tax), and
      (ii) 22% of the capital gains (including local income tax)

Separately from the above, securities transaction tax (0.35%) shall be imposed on the transfer price regardless of whether the shareholder is an individual.

Specific tax treatment may vary depending on individual circumstances, including whether the relevant foreign corporation or non-resident has a permanent establishment in Korea, whether a tax treaty exists between Korea and the country of residence of such foreign corporation or non-resident, and the specific terms thereof. For detailed information regarding taxability, tax base, tax rates, filing procedures, and payment methods, please refer to the applicable laws and regulations.


E. Disposal of Treasury Shares Acquired Through Appraisal Rights

Treasury shares acquired from Hyundai Home Shopping shareholders through exercise of appraisal rights are expected to be retired before the share exchange date. The resolution for voluntary retirement (capital reduction) is scheduled to be submitted at the extraordinary general meeting on April 20, 2026. Specific details will be disclosed in accordance with applicable disclosure regulations once finalized. 





6. Cases Where Appraisal Rights Are Not Granted or Are Restricted


Appraisal rights shall be forfeited if the shareholder disposes of the relevant shares prior to exercise, even if such shares are later reacquired. In addition, shareholders who submitted prior written objection but voted in favor of the share exchange at the shareholders’ meeting may not exercise appraisal rights.


If the comprehensive share exchange procedure is suspended or terminated due to the occurrence of risk factors described in the securities registration statement, the effect of appraisal rights exercise shall also lapse, and neither Hyundai G.F. Holdings Co., Ltd. nor Hyundai Home Shopping Network Corporation shall be obligated to purchase the relevant shares.




This English translation has been prepared solely for the convenience of foreign investors in order to explain matters relating to the comprehensive share exchange based on the Korean-language prospectus. The Korean-language prospectus shall prevail in the event of any discrepancy or inconsistency between the Korean version and this translation. Investors are advised to refer to the Korean-language prospectus for the accurate and complete details. Hyundai G.F. Holdings Co., Ltd. and Hyundai Home Shopping Network Corporation assume no responsibility or liability for any loss or damage arising from reliance on this translation.