Samsung Electronics Co. Ld

Transaction in Own Shares • Jul 8, 2025

National Storage Mechanism | Additional information

RNS Number : 1620Q

Samsung Electronics Co. Ld

08 July 2025

Decision on Share Repurchase

1.  Number of shares to be repurchased			Common	56,888,092
Other	7,834,553
2.  Value of shares to be repurchased ( Korean won)			Common	3,509,995,276,400
Other	401,912,568,900
3. Expected repurchase p eriod			Start date	July 9, 2025
End date	October 8, 2025
4. Purpose of repurchase				To increase shareholder value and conduct employee stock-based compensation, etc.
5.  Method of repurchase				Open market
6.  Consignment investment brokers				Samsung Securities Co., Ltd. Shinhan Securities Co., Ltd. KB Securities Co., Ltd.
7. Holding status of treasury shares before repu rchase	Repurchase within the allowable distribution profit (shares)	Common		42,892,472	Ratio (%)	0.7
Other		6,636,988	Ratio (%)	0.8
Other repurchase (shares)	Common		-	Ratio (%)	-
Other		-	Ratio (%)	-
8.  Date of   board resolution (confirmation date)				July 8, 2025
-   Attendance of   Independent Directors at the Board of Directors meeting			Present	6
Absent	0
- Attendance of auditors who are not  Independent Directors				0
9. Daily order quantity limit			Common	5,688,809
Other	783,455

10. Other information to consider:

- Shares denoted as "other" are preferred shares.

- In Item 1 above, number of shares to be purchased was calculated based on the closing price on the day prior to the Board's resolution (July 7, 2025).

(KRW 61,700 per common share and KRW 51,300 per preferred share)

- The Company plans to acquire treasury shares based on the value of shares to be repurchased in Item 2 above. The actual amount may change depending on future stock price movements.

- With respect to Items 4 and 5 above, in accordance with the Board resolution on July 8, 2025, shares worth KRW 1.1 trillion are to be acquired for the purpose of stock-based compensation including employee incentives, etc. The remaining KRW 2.8119 trillion will be acquired to enhance shareholder value, which in this case refers to the cancellation of treasury shares that is to be carried out in the near future.

- Further details, including timing of cancellation and the actual number of shares to be cancelled, will be disclosed following the resolution of the Board of Directors in the future.

* The treasury shares (approximately KRW 1.1 trillion) to be acquired for stock-based compensation purposes will be provided to employees and executives as a means of driving business performance and enhancing corporate value. The shares will be utilized for Overall Performance Incentive (OPI) compensation for employees, Long Term Incentives (LTI) for executives (for LTI compensation more than 50% of the incentive is to be paid in shares), and incentive programs for key talent. Details regarding sale restrictions and related conditions will be disclosed at the time of each individual stock-based compensation grant.  

* The Company has decided to implement a stock-based compensation program for 50% or more of the 2024 Overall Performance Incentive (OPI), and plans to use a portion of the repurchased shares (KRW 1.1 trillion) accordingly. Therefore, treasury shares will be granted to executives in January 2026 based on each executive's selected proportion (ranging from 50% to 100% depending on position) and the stock price performance at the time. Executives will be restricted from selling the shares for a period of one to two years from the grant date.

- In Item 8 above, all Audit Committee members are Independent Directors.

- The calculation method for Item 9 above is the smaller of: [ ③ ] and [the larger of ① and ② ].

① 10% of the number of shares to be repurchased: 5,688,809 common; 783,455 preferred

② 25% of average daily transaction volume over the one month period preceding the date of the board resolution: 4,882,427 common; 434,576 preferred

③ 1% of total number of issued shares: 59,196,379 common; 8,159,746 preferred

- Limit on the amount of repurchased shares (Korean won)

1.  Limits to   D ividend eligible profit under Commercial Act as of end-2024	226,239,016,662,399
2.  Amount of repurchased shares since end-2024	4,276,964,464,450
3.  Amount of dividends on profits and reserves for related profits decided at a general meeting of shareholders since end-2024	2,454,306,524,450
4.  The interim dividend amount and related profit reserves decided by the board of directors since end-2024	2,447,283,968,890
5. Acquisition cost of the shares in disposing of treasury shares since end-2024	297,803,273,417
Limit on the amount of repurchased shares (1-2-3-4+5)	217,358,264,978,026

- Holding status of treasury shares before purchase ( number of shares )

* on-market direct purchase

Stock type	Initial quantity	Changes			End quantity
Purchase	Disposal	Cancellation
Common	29,700,000	68,593,875	5,256,775	50,144,628	42,892,472
Other	4,050,000	9,499,024	-	6,912,036	6,636,988

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