OA to Spin Off 'Samdaeobaek' Health Functional Food Division... Establishes 'ThreeFit'

• Aims to strengthen expertise and realize responsible management in electronics and health functional food businesses

• Spinoff date set for July 1, structured as a physical spinoff with 100% ownership of the new entity

OA Co., Ltd. (CEO Kim Sang-moo) has decided to carve out its health functional food division, one of its core business units, and establish a separate entity.

OA announced on the 22nd through a board of directors resolution that it will separate its health functional food (Samdaeobaek business division) sector through a simple physical spinoff to establish a newly formed company named 'ThreeFit'.

The separation method is a physical spinoff in which the dividing company, OA, will own 100% of the total issued shares of the newly established company. After the spinoff, OA will remain a listed company and operate its electronics wholesale and retail business, while the newly established ThreeFit will focus on the health functional food wholesale and retail business as an unlisted company.

According to the disclosure, the spinoff date is July 1, 2026. OA plans to hold an extraordinary general meeting of shareholders on June 5 to grant final approval for this spinoff plan. Following the spinoff, the total assets of the surviving company will be approximately 76.7 billion won, while the total assets of the new company will be around 7.3 billion won. The sales of the newly established business division based on the year 2025 were confirmed to be approximately 20.1 billion won.

OA cited the enhancement of management efficiency through independent management and objective performance evaluation for each business division as the purpose of this spinoff. The company stated that there are no plans for additional structural reorganization within one year after the completion of the physical spinoff, and specified that there are currently no plans for the newly established company to apply for a preliminary listing examination within the next five years.

As a protective measure for shareholders of the listed company OA, appraisal rights will also be granted. The expected purchase price per share for negotiation is 6,620 won. Shareholders opposing the spinoff must notify their dissent in writing from May 21 to June 4, and the exercise of appraisal rights is available from June 8 to June 29.

As this spinoff is proceeding as a simple physical spinoff, there will be no direct changes to the stake ratios of the largest shareholder and existing shareholders before and after the spinoff, nor will it affect the financial figures on the consolidated financial statements.