Naver Corporation

11/07/2024 | Press release | Distributed by Public on 11/06/2024 19:39

Retirement of Stocks

Report of Disclosure Revision
Revision Date 2024-11-07
1. Disclosure Documents in relation with Revision Retirement of Stocks
2. Submission date of documents 2024-10-02
3. Reason for Revision Changes in the Scheduled retirement date and the amount of retirement that reflecting acquisition amount
4. Revised Information
information before revision after revision
4. Estimated amount of retirement (KRW) 401,187,750,000 405,122,711,100
5. Scheduled period of share buyback for retirement - End date 2024-12-28 2024-10-25
7. Scheduled retirement date 2024-12-31 2024-11-13
11. Other matters to be factored into investment decisions - This disclosure is made in accordance with the resolution of the board of directors regarding the Company's "acquisition and cancellation of new treasury shares".

- This acquisition and cancellation of treasury shares is an additional execution, separate from the shareholder return policy disclosed by the company on May 8, 2023. The total amount of this execution corresponds to approximately half of the post-tax dividend funds received during August and September 2024 from A-Holdings in Japan, and the number of treasury shares to be acquired and canceled is approximately 1.5% of the total issued shares.

For reference, A-Holdings participated in LY Corp's tender offer for the acquisition of treasury shares, which was disclosed on the Tokyo Stock Exchange on August 2, 2024. As of September 30, 2024, half of the sale proceeds of LY Corp shares, approximately 73.2 billion yen, were distributed as dividends to NAVER and its Japan subsidiaries.

- This cancellation of treasury shares is based on Article 343, Paragraph 1 of the Commercial Act, whereby treasury shares acquired within the range of distributable profits are canceled without reduction of capital.

- "4. Estimated amount of retirement" above is the number of treasury shares subject to cancellation multiplied by the closing price (170,900 KRW), one day prior to the board resolution.

- Regarding the "5. Scheduled period of share buyback for retirement" and "7. Scheduled retirement date" above, the scheduled period for on-market acquisitions is from October 2, 2024, to December 28, 2024. After the completion of the acquisition, all the acquired treasury shares will be canceled. The cancellation date is based on the acquisition period end date, and any changes will be re-disclosed. 		- This disclosure is made in accordance with the resolution of the board of directors regarding the Company's "acquisition and cancellation of new treasury shares".

- This acquisition and cancellation of treasury shares is an additional execution, separate from the shareholder return policy disclosed by the company on May 8, 2023. The total amount of this execution corresponds to approximately half of the post-tax dividend funds received during August and September 2024 from A-Holdings in Japan, and the number of treasury shares to be acquired and canceled is approximately 1.5% of the total issued shares.

For reference, A-Holdings participated in LY Corp's tender offer for the acquisition of treasury shares, which was disclosed on the Tokyo Stock Exchange on August 2, 2024. As of September 30, 2024, half of the sale proceeds of LY Corp shares, approximately 73.2 billion yen, were distributed as dividends to NAVER and its Japan subsidiaries.

- This cancellation of treasury shares is based on Article 343, Paragraph 1 of the Commercial Act, whereby treasury shares acquired within the range of distributable profits are canceled without reduction of capital.

- "4. Estimated amount of retirement" is the total acquisition price of treasury shares acquired for cancellation (excluding commissions).
-
Retirement of Stocks
1. Class and number of shares to be retired Common stock 2,347,500
Different classes of stocks -
2. Total number of shares issued Common stock 160,784,508
Different classes of stocks -
3. Par value per share (KRW) 100
4. Estimated amount of retirement (KRW) 405,122,711,100
5. Scheduled period of share buyback for retirement Start date 2024-10-02
End date 2024-10-25
6. Acquisition method of shares to be retired Purchase in exchange
7. Scheduled retirement date 2024-11-13
8. Securities firms entrusted with share buyback MIRAE ASSET SECURITIES CO.,LTD
9. Date of board resolution (decision date) 2024-09-27
- Attendance of outside directors Present (No.) 3
Absent (No.) 0
- Attendance of auditors (members of Audit Committee who are not outside directors) -
10. Subject to reporting to the Fair Trade Commission? No
11. Other matters to be factored into investment decisions - This disclosure is made in accordance with the resolution of the board of directors regarding the Company's "acquisition and cancellation of new treasury shares".

- This acquisition and cancellation of treasury shares is an additional execution, separate from the shareholder return policy disclosed by the company on May 8, 2023. The total amount of this execution corresponds to approximately half of the post-tax dividend funds received during August and September 2024 from A-Holdings in Japan, and the number of treasury shares to be acquired and canceled is approximately 1.5% of the total issued shares.

For reference, A-Holdings participated in LY Corp's tender offer for the acquisition of treasury shares, which was disclosed on the Tokyo Stock Exchange on August 2, 2024. As of September 30, 2024, half of the sale proceeds of LY Corp shares, approximately 73.2 billion yen, were distributed as dividends to NAVER and its Japan subsidiaries.

- This cancellation of treasury shares is based on Article 343, Paragraph 1 of the Commercial Act, whereby treasury shares acquired within the range of distributable profits are canceled without reduction of capital.

- "4. Estimated amount of retirement" is the total acquisition price of treasury shares acquired for cancellation (excluding commissions).
※Related disclosure -
The contents of this English disclosure have been prepared solely by the relevant
listed company and has not been reviewed, audited or examined by KRX. The English disclosure is being provided for reference purposes only to assist foreign investors in their investment decisions relating to such listed company's listed securities. In the event of any discrepancy or difference between the contents of the Korean disclosure and those of the English disclosure, the Korean version shall prevail. It is, therefore, imperative that you review the original Korean disclosure available on KIND (https://kind.krx.co.kr) before making any investment decision.