Notice: (Temporary) Convocation of General Shareholders’ Meeting

In accordance with Article 365 of the Commercial Act and Article 32 of the Articles of Incorporation, our company is holding an extraordinary general meeting of shareholders as follows. We ask that you attend.

1. Date:  February 10, 2022, 3:00 PM

2. Location: Seoul Headquarters (PuzzleAI, 6th floor, 22 Banpo-daero, Seocho-gu, Seoul)

3. Agenda:

Agenda No. 1: Amendment of the Articles of Incorporation

Changes

Article 5 (Total number of shares to be issued by the company and details and number of each type of share)

Existing: The total number of shares to be issued by this company shall be 100,000,000 common shares.

Change: The total number of shares to be issued by this company shall be 100,000,000 shares.

Article 8-2 (Number and content of types of stock) – New

① The types of stocks to be issued by this company are common stocks and preferred stocks.

② The preferred stocks issued by this company shall be preferred stocks for dividends, stocks with voting rights excluded or restricted, convertible stocks, redeemable stocks, and stocks that are a mixture of all or part of the above, and the total number of preferred stocks issued pursuant to Article 8-2, Paragraph 1 shall be within the range of 25/100 of the total number of issued stocks.

Article 8-3 (Non-voting dividend-preferred stock) – New

① The Company may, by resolution of the Board of Directors, issue non-voting shares with priority in dividend payments (hereinafter referred to as “non-voting dividend-preferred shares”) within the range of 25/100 of the total number of issued shares.

② For non-voting dividend-preferred stocks, cash dividends are paid in an amount based on the preferential ratio determined by the Board of Directors based on the par value. In this case, the preferential ratio is determined by the Board of Directors at the time of issuance, taking into consideration the dividend rate, interest rate, market conditions, and other circumstances related to the issuance of the type of stock.

③ In case the dividend rate of common stock exceeds the dividend rate of non-voting preferred stock, the Board of Directors may decide at the time of issuance to allow participation in dividends at the same rate as common stock for the excess portion, or not to participate in the dividend of common stock.

④ In the event that the prescribed dividend is not paid for non-voting preferred stocks in a given fiscal year, the Board of Directors may decide at the time of issuance to give priority to the distribution of the accumulated undivided portion at the time of the dividend payment in the following fiscal year or not to transfer the accumulated undivided portion at the time of the dividend payment in the following fiscal year.

⑤ In the event that there is a resolution not to pay the prescribed dividend on non-voting preferred stocks, the shares shall be deemed to have voting rights from the general meeting following the general meeting at which the resolution was made until the end of the general meeting at which the resolution to pay the preferred dividend was made, or the board of directors may decide at the time of issuance that the shares shall not have voting rights despite such resolution.

⑥ In case the company carries out a paid-in capital increase or a free capital increase, the allocation of new shares for non-voting dividend-preferred shares shall be common shares in the case of a paid-in capital increase, and shares of the same type in the case of a free capital increase.

⑦ The Company may, upon issuance of non-voting dividend-preferred stocks, determine the duration by resolution of the Board of Directors, and upon expiration of the duration, the stocks shall be converted into common stocks. However, if the prescribed dividend is not paid during the above period, the Board of Directors may, upon issuance, determine that the duration shall be extended until the prescribed dividend is paid.

Article 8-4 (Convertible Stock) – New

① The Company may, by resolution of the Board of Directors, issue shares that can be converted into common stock or other types of stock at the Company’s option or shareholder’s request, within the range of 25/100 of the total number of issued shares (hereinafter referred to as “convertible shares”).

② The total issuance price of shares issued due to conversion shall be the total issuance price of shares prior to conversion, and the shares issued due to conversion and the number of such shares shall be determined by a resolution of the board of directors at the time of issuance.

③ The period during which the Company may convert or the period during which shareholders may request conversion (hereinafter referred to as the “conversion period”) shall be determined by a resolution of the Board of Directors at the time of issuance within a period of 10 years from the date of issuance. However, if the conversion right is not exercised within the conversion period, it shall be deemed to have been converted on the expiration date of the conversion period.

④ If any of the following reasons arise, the Company may convert convertible shares into common shares or other types of shares at the Company’s option.

1. When necessary to improve the company’s financial situation
2. Reasons determined by the Board of Directors at the time of issuance, taking into consideration the company’s management needs and other circumstances related to the issuance of convertible stocks.

4. What to bring when attending

A. In case of attending in person: Shareholders’ meeting attendance ticket, ID card

B. In case of proxy attendance: Shareholders’ meeting attendance certificate, proxy, copy of proxy’s ID or seal certificate, proxy’s ID

January 27, 2022

PuzzleAI Co., Ltd.

6th floor, 22 Banpo-daero, Seocho-gu, Seoul (Seocho-dong, Seocho Peace Building)

CEO Yongsik Kim (Seal omitted)