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1 SK Innovation Meeting with Shareholders Notice on the Merger between SK Innovation and SK IE Technology • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI
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2 This presentation has been prepared by SK Innovation Co., Ltd. (the “Company”) for the purpose of providing information to investors. The forward-looking information and future outlookcontained herein are based on reviews conducted by external experts and the Company as of the date of this presentation. However, such information is based on assumptions regarding future events that are beyond the Company’s control, and actual results may differ materially from these projections. No representation or warranty, express or implied, is made as to such forward-looking information or any other content or opinions contained herein, and this presentation may not, under any circumstances, be used as evidence in connection with investors’ investment decisions or any resulting legal liability. This presentation does not constitute a solicitation for the purchase or subscription of securities under the Financial Investment Services and Capital Markets Act, and no part of this presentation shall form the basis of any contract, commitment, or investment decision. The Company, its affiliates, officers, employees, advisors, and other representatives shall not be liable, whether under civil, criminal, or administrative law, for any loss or damage arising from the use of this presentation or its contents, or otherwise in connectionwith this presentation, whether due to intent or negligence. The information and opinions contained in this presentation should be interpreted based on circumstances as of the date of this presentation and will not be updated to reflect subsequent changes. By receiving this presentation, you are deemed to agree to be bound by the foregoing limitations. Disclaimer • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI
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3 Background Basis for Calculating the Merger Ratio Merger Overview Expected Benefits [Appendix] Contents • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI
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4 1. Background The merger is pursued to secure the financial stabilityof the merging companies, proactively mitigate business and financial risks, and enhance operational efficiencythrough business restructuring. Slowdown in global EV market growth and delayed recovery in North America due to change in subsidy Oversupply from capacity expansion by Chinese competitors and industry-wide profitability decline Unfavorable Business and Management Environment Limited revenue growth amid separator demand decline and intensified competition Limited cost/portfolio competencies vs. China Peers Limited possibility of a turnaround from self cost-cutting efforts alone Limited Improvement in Near-Term Earnings Difficulty in repaying debt from on-hand cash Increased funding needs from accumulated operating losses Decrease in borrowing capacity under standalone entity Limited Self-Financing Capability Higher default probability if current statusis maintained Default could expose SK Innovation to greater business and financial risk Proactive restructuring to prevent risk spillover and value impairment into SK Innovation affiliate companies Elevated Standalone Entity Risks • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI
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5 1. Background | Review of Strategic Options Review of strategic options to minimize business and financial risks across SK Innovation’s Affiliates and enhance operational efficiency "Best Fit: Risk mitigation and efficiency gains expected to enhance long-term corporate value" Merger Expect financial stability through the merger Improved risk management via operational efficiency The review concluded that restructuring the business portfolio through a merger would be the most effective and rational option "Unsuitable: Near-term financial risk to SK IE Technology" Sale to a Third Party Securing buyers and carrying out the sale process would inevitably take considerable time "Unsuitable: No structural improvement for SK IE Technology" Provision of Funds Worsen SK IE Technology’s debt ratio and increase its interest expense burden "Unsuitable: Risk in shareholder value decline" Equity Investment Financial burden on SK Innovation The equity value of SK IE Technology’s shareholders is expected to be diluted "Unsuitable: Persistent risk from maintaining standalone status" Comprehensive Share Exchange Maintaining the companies as separate legal entities Continued exposure to financial risk 5 • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI
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6 * Appropriate merger ratios were calculated using the DCF method based on income approach. Reference Market Price CalculationReview of Appropriateness and Fairness of the Merger Ratio Category SK Innovation SK IE Technology A. One-month weighted average share price 118,611 KRW 14,364 KRW B. One-week weighted average share price 128,874 KRW 14,676 KRW C. Closing share price on the reference date 130,100 KRW 15,310 KRW Reference market price [(A+B+C) ÷ 3] 125,862 KRW 14,783 KRW Merger value per share 125,862 KRW 14,783 KRW Merger ratio 1 : 0.1174540 The merger ratio was calculated based on the reference market prices of the two listed companies, in accordance with the method prescribed under the Enforcement Decree of the Korean Capital Markets Act. Each company independently appointed an external expert to review the appropriateness and fairness of the merger ratio “ The reference market price-based merger ratio falls within the appropriate range calculated by the external financial advisors to the special committees of both companies. ” 6 SK Innovation External Expert: Samil Accounting Corporation SK IE Technology External Expert: Samjong Accounting Corporation Reference market price-based merger ratio “1 : 0.1174540” • New share issuance ratio = New shares issued by SK Innovation ÷ Total shares issued by SK Innovation • Shares held by SK Innovation in SK IE Technology are excluded from the shares eligible to receive new shares. • New shares issued to SK IE Technology shareholders are calculated based on the shares outstanding as of the reference date. New Share Issuance Ratio “2.6%” 2. Basis for Calculating the Merger Ratio • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI 1 : 0.0740604 ~ 1 : 0.1770860 1 : 0.1095925 ~ 1 : 0.1257201
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7 7 Category Details Notes Surviving Company - Dissolving Company - Merger Ratio SK Innovation common stock : SK IE Technology common stock = 1 : 0.1174540 • Calculated as of August 24, as a merger between KOSPI-listed companies - Per-share merger value: SK Innovation KRW 125,862, SK IE Technology KRW 14,783 • Calculation Method (FSCMA Enforcement Decree Art. 176-5(1)(1)) - Arithmetic average of the weighted average closing price over the recent 1 month / 1 week and the most recent closing price New Merger Shares 4,481,300 shares • No merger shares issued for treasury shares acquired through exercise of appraisal rights 3. Merger Overview | Transaction Overview • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI SK Innovation will merge with SK IE Technology through a small-scale merger, with SK Innovation merger shares to be issued to SK IE Technology shareholders
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8 Note 1) As SK Innovation (surviving entity) qualifies as a small-scale merger, ‘Record Date' refers to the record date for dissent rights against the small-scale merger Note 2) Shareholder approval is replaced by board approval 8 Aug 25, 2026 Board resolution date Sept 9, 2026 Record date for shareholder confirmation¹⁾ Sept 9~23, 2026 Dissent notice period Nov 24, 2026 Board resolution date for the merger²⁾ Jan 1, 2027 Effective date of merger Jan 18, 2027 Expected listing date of new merger shares 3. Merger Overview | Key Dates • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI
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9 52.09% (Dissolving Company) 50.74% ※ Pre-merger equity ratios as of Q2 2026 Merged Entity 53.35% ※ Post-merger SK's equity ratio in SK Innovation is calculated assuming no exercise of appraisal rights Separator Business Pre-Merger Post- Merger 9 3. Merger Overview | Governance Structure • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI
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10 10 The merger is expected to improve financial stability and business efficiency, strengthen competitiveness, and reduce business risks through business restructuring Strengthened Financial Stability and Funding Capabilities Stable financing based on SK Innovation’s financial position and creditworthiness. Improved financial stability through lower financing costs without increasing consolidated debt. Improved Efficiency and Cost Competitiveness Cost savings through the integration of overlapping management functions. Greater efficiency by reducing fixed and operating costs and focusing resources on core businesses. Enhanced Business Competitiveness Stable production and supply of separator. Greater product- development efficiency and expanded ESS separator sales through integrated R&D capabilities. Reduced Business Risks Lower production, supply, sales, and quality-control costs. Reduced business risks through improved profitability and cash-generation capabilities. 4. Expected Benefits • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI
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11 Q&A • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI
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12 Detailed Verification of the Merger Ratio Category Samil Accounting Corporation Samjong Accounting Corporation Evaluation method DCF (Discounted Cash Flow Method / Income Approach) DCF (Discounted Cash Flow Method / Income Approach) Merger ratio range based on income value 1 : 0.0740604 ~ 1 : 0.1770860 1 : 0.1095925 ~ 1 : 0.1257201 Merger ratio based on reference market price 1 : 0.1174540 Reference market price- based ratio included Included Included Proposed merger ratio included Included Included Samil Samjong 0.0740604 ~ 0.1770860 0.1095925 ~ 0.1257201 Determined Exchange Ratio 0.1174540 12 [Appendix 1] Merger Ratio • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI Based on the review by external experts appointed by the special committees of SK Innovation and SK IE Technology, the merger consideration and exchange ratio for the merger were deemed appropriate.
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13 Legal Review (Kim & Chang Law Office) The merger serves the interests of the company and largest shareholder and is substantively and procedurally valid. The necessity of the merger and alternatives were reviewed. The merger ratio was calculated according to law and verified by a financial advisor. Fairness measures recommended by the Ministry of Justice were properly implemented. Financial Review (Samil Accounting Corporation) Appropriate DCF-based merger ratio: 1 : 0.0740604 ~ 1 : 0.1770860 The ratio is within the appropriate range based on the reference market price. Legal Review (Yulchon LLC) The merger serves the long-term interests of the company and all shareholders, with a low risk of minority shareholder harm. The merger is substantively necessary considering the company’s current management and business environment. Fairness measures were properly implemented, and procedural validity was confirmed. Financial Review (Samjong Accounting Corporation) Appropriate DCF-based merger ratio: 1 : 0.1095925 ~ 1 : 0.1257201 (The ratio is within the appropriate range based on the reference market price) [Appendix 2] Review by Independent External Experts • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI • Pg # External legal and financial experts concluded that the merger has a legitimate purpose, fair terms, and appropriate procedures.
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14 Composition of the Special Committee: 6 independent directors, External advisors: Samil Accounting Corporation (accounting), Kim & Chang Law Office (law) Main Discussion Items by Special Committee Meeting Meeting (Date) Main Discussion 1st (2026.05.27) Appointment of the chairperson of the Special Committee; appointment of external experts (legal and financial advisors) 2nd (2026.06.22) Review of alternatives to the merger; report on matters requiring review by the Special Committee by the legal advisor 3rd (2026.06.30) Discussion of the validity and expected effects of the merger; report on the necessity of management by the legal advisor 4th (2026.07.28) Discussion of communication methods by stakeholder group; report on the procedural appropriateness review by the legal advisor 5th (2026.08.12) Report on the transaction terms by the financial advisor; report on the fairness review of the transaction terms by the legal advisor; deliberation of the opinion to be expressed to the Board of Directors, including the comprehensive review and the Board of Directors meeting 6th (2026.08.25) Report on the update of the transaction terms by the financial advisor Name Competency Composition Chart Legal Accounting & Finance Economy & Industry Management & Organization Protection of General Shareholders Lee Bok-hee ● ● ● Park Jin-hei ● ● ● Kim Joo-youn ● ● Baik Bok-hyeon ● ● Lee Ji-eun ● ● Gong Sung-do ● ● ● 14 [Appendix 3] Process of Reviewing the Merger • Title Page: Pretendard ExtraBold, 54pt (sub: Pretendard, 27pt) • Main Page Title: Pretendard ExtraBold, 28pt • Title Message: Pretendard SemiBold, 20pt • Main Message: Pretendard, Bold, 15pt • Sub Message: Pretendard Light, 15pt • Black Slide Overlap: 일부러 왼쪽 화면에 넘어가게 설정 (변경 금지) • No Grey Fonts nor CI