Forward-looking statements This communication
contains “forward-looking statements” within the meaning of the
federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. These forward-looking statements are based on NAVER’s
current expectations, estimates and projections about the expected
date of closing of the proposed transaction and the potential
benefits thereof, its business and industry, management’s beliefs
and certain assumptions made by NAVER and Poshmark, all of which
are subject to change. In this context, forward-looking statements
often address expected future business and financial performance
and financial condition, and often contain words such as expect,
anticipate, intend, plan, believe, could, seek, see, will, may,
would, might, potentially, “estimate,” “continue,” “expect,”
“target,” similar expressions or the negatives of these words or
other comparable terminology that convey uncertainty of future
events or outcomes. All forward-looking statements by their nature
address matters that involve risks and uncertainties, many of which
are beyond our control, and are not guarantees of future results,
such as statements about the consummation of the proposed
transaction and the anticipated benefits thereof. These and other
forward-looking statements, including the failure to consummate the
proposed transaction or to make or take any filing or other action
required to consummate the proposed transaction on a timely matter
or at all, are not guarantees of future results and are subject to
risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed in any
forward-looking statements. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements.
Important risk factors that may cause such a difference include,
but are not limited to: (j) the ability of the parties to
consummate the proposed transaction in a timely manner or at all;
(ii) the satisfaction (or waiver) of closing conditions to the
consummation of the proposed transaction; (¡ii) potential
delays in consummation the proposed transaction; (iv) the
ability of NAVER to timely and successfully achieve the anticipated
benefits of the proposed transaction; the occurrence of any event,
change or other circumstance or condition that could give rise to
the termination of the merger agreement; the impact of the
COVID-19 pandemic and the
current conflict between the Russian Federation and Ukraine on
NAVER’s business and general economic conditions;
(vii) NAVER’s ability to implement its business strategy;
(viii) significant transaction costs associated with the
proposed transaction; (ix) potential litigation relating to
the proposed transaction; (x) the risk that disruptions from
the proposed transaction will harm NAVER’s business, including
current plans and operations; (xi) the ability of NAVER to
retain and hire key personnel; (xii) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transaction;
(xiii) legislative, regulatory and economic developments
affecting NAVER’s business; (xiv) general economic and market
developments and conditions; (xv) the evolving legal,
regulatory and tax regimes under which NAVER operates;
(xvi) potential business uncertainty, including changes to
existing business relationships, during the pendency of the merger
that could affect NAVER’s financial performance; and
(xviii) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war
or hostilities, as well as NAVER’s response to any of the
aforementioned factors. These risks, as well as other risks
associated with the proposed transaction, will be more fully
discussed in the Proxy Statement to be filed with the SEC in
connection with the proposed transaction. While the list of factors
presented here is, and the list of factors presented in the Proxy
Statement will be, considered representative, no such list should
be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability and similar risks. The
forward-looking statements included herein are made only as of the
date hereof. NAVER does not assume any obligation to publicly
provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.