National Pension Service Gives 'Conditional Approval' to Doosan Enerbility and Robotics Merger...Effectively Abstains

Merger Approval Conditions and Reference Price Presented
Both Companies' Stock Prices Fall Below Reference Price

The National Pension Service Fund Stewardship Committee announced on the 9th at the 15th committee meeting that it has decided on the voting direction for the shareholder meeting agendas of Doosan Enerbility and Doosan Robotics.

The committee expressed conditional support for the approval of the division-merger agreement with Doosan Robotics, which is scheduled to be presented at Doosan Enerbility's extraordinary general meeting of shareholders on the 12th.

The condition for support is that if Doosan Enerbility's stock price exceeds the scheduled exercise price of the stock purchase right of 20,890 KRW as of the deadline for notifying opposition to the merger on the 10th, the committee will vote in favor; otherwise, it will abstain. The stock purchase right allows shareholders to notify the company of their opposition to the merger and request the purchase of their shares at the scheduled purchase price.

Similarly, for Doosan Robotics' extraordinary general meeting on the 12th, the committee decided on conditional support. If Doosan Robotics' stock price exceeds the scheduled exercise price of the stock purchase right of 80,472 KRW as of the opposition notification deadline on the 10th, the committee will vote in favor; otherwise, it will abstain.

Additionally, the committee decided to support the agenda items for the reduction of reserves for both Doosan Enerbility and Doosan Robotics. It also supported the appointment of Yoo Hye-ryeon as an outside director to serve on Doosan Enerbility's audit committee.

Although the National Pension Service's stance is 'conditional support,' it is highly likely to actually abstain. On the 9th, Doosan Enerbility's stock closed at 17,380 KRW, and Doosan Robotics at 57,400 KRW, both below the conditional support threshold prices. Unless the stock prices rebound sharply on the 10th, the National Pension Service plans to cast abstention votes.