SAMSUNG ELECTRONICS CO,.LTD - Annual Report 2025

Samsung Electronics Co., Ltd.

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Samsung Electronics

Business

Report

SAMSUNG ELECTRONICS Co., Ltd.

2025 Business Report

For the year ended December 31, 2025

Certain statements in the document, other than purely historical information, including estimates, projections, statements relating to our business

plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking

statements.” Forward- looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which

may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could

cause actual results and events to differ materially from such forward-looking statements is included in our financial reports available on our

website.

See, also,

『

Note on Forward-Looking Statements

』

in preamble of

『

II. Businesses Overview

』

Samsung Electronics

Business

Report

Table of Contents

Certification

I. Corporate Overview

II. Businesses Overview

III. Financial Affairs

IV. Management Discussion and Analysis

203

V. Auditor’s Report

212

VI. Corporate Governance

220

VII. Information on Shareholders

243

VIII. Executives and Employees

249

IX. Affiliates and Subsidiaries

262

X. Transactions with affiliates and subsidiaries

282

XI. Other Information

287

XII. Appendix

297

Samsung Electronics

Business

Report

Certification

Samsung Electronics

Business

Report

Ⅰ. Corporate Overview

1. Overview

A. Legal, Commercial name:

- Samsung Electronics Co., Ltd.

B. Date of establishment:

- Samsung Electronics Co., Ltd. (“SEC” or “the Company”) was established as Samsung Electronics Industry Co.,

Ltd. on January 13, 1969, and held an initial public offering on June 11, 1975.

- SEC changed its name from Samsung Electronics Industry Co., Ltd. to Samsung Electronics Co., Ltd. following a

resolution passed at the Annual General Meeting (AGM) of shareholders on February 28, 1984.

C. Address, phone number, and English language website of the corporate headquarters

- Address: 129, Samsung-ro, Yeongtong-gu, Suwon-si, Gyeonggi-do, 16677, Korea

- Phone Number: +82-31-200-1114

- Website: https://www.samsung.com/

D. Core businesses

- The Company consists of the Device eXperience (DX) Division and Device Solutions (DS) Division, Samsung

Display (SDC) and its subsidiaries, and Harman International Industries, Inc. (Harman) and its subsidiaries. SDC

runs the display panel business, and Harman operates businesses related to automotive electronics components, etc.

SEC

is a global electronics firm comprised of its headquarters in Korea and

308

subsidiaries across the world,

including

production and sales subsidiaries under

9 regional headquarters for the DX Division, 5 regional

headquarters for the DS Division, and SDC and Harman.

Key products by each organization are set forth below:

Organization

Key products

DX Division

TVs, monitors, refrigerators, washing machines, air conditioners, smartphones, telecommunications network

systems, computers, etc.

DS Division

DRAM, NAND flash, mobile APs, etc.

SDC

OLED panels for smartphones, etc.

Harman

Digital cockpits, car audio, portable speakers, etc.

Samsung Electronics

Business

Report

[DX Division]

The DX Division consists of businesses engaged in the manufacturing and sales of TVs, monitors, refrigerators,

washing machines, air conditioners, smartphones, tablets, wearables, and network systems.

In the TV market, Samsung has led the market in sales since 2006, with 2025 marking our 20th year on the top

position. In the increasingly competitive landscape, we are continually widening our technological advantage and

setting the pace in the premium TV market, integrating not only high-resolution technologies but also AI innovations.

In addition, the Digital Appliance business continues to expand its lineup of products and services that elevate

convenience, combining superior product performance with high-efficiency, eco-friendly technologies and reflecting a

deep understanding of evolving lifestyles.

In the mobile business, we became the global leader in shipments in 2011 and have maintained that position for 15

straight years. Leveraging the strength of the Galaxy brand, we optimize our product portfolio across varying market

conditions through a diverse and competitive smartphone lineup—spanning entry-level to premium—complemented

by Galaxy ecosystem products such as tablets and wearables.

We will continually provide new value through our technological innovations and preparations for the future based on

our unrivaled R&D capabilities. Furthermore, through our R&D efforts, we endeavor to be a market leader for

paradigm shifts as we continue to innovate in eco-friendly technologies to keep advancing our products and services.

[DS Division]

The Memory Business, System LSI Business, and Foundry Business make up the DS Division. The Memory Business

manufactures and sells DRAM and NAND products; the System LSI Business designs and sells mobile application

processors (“mobile APs” or “APs”) and camera image sensors; and the Foundry Business is in charge of consignment

production of semiconductors.

The Memory Business continues to lead the global memory market by focusing on qualitative growth by applying

advanced process technology in DRAM and NAND flash products; differentiating our products via a portfolio

centered on high-value solutions; and enhancing cost competitiveness, to name a few.

The System LSI Business has not been complacent, having extended its focus from mobile to include automotive

chips, and is expanding its market power by enhancing collaborations with customers to offer differentiated products

featuring on- device AI, high-performance IP, etc. At the same time, we continue diversify applications and develop

next-generation technologies.

For Foundry Business, we are focused on capturing mid- to long-term demand by consistently enhancing our

technological competitiveness in advanced nodes and expanding applications in mature nodes, all the while

reinforcing our cost competitiveness.

[SDC]

In SDC, the mobile panel business’s differentiated technology is a key factor behind the increased adoption of OLED

panels, and we have expanded the overall market with the release of products in a variety of applications, such as

foldable devices, IT devices (tablet/notebook PCs), and automotives. The large panel business continues to bolster its

competitiveness by focusing on high-performance QD-OLED premium products while driving ongoing advancements

in technology and productivity.

[Harman]

Harman’s automotive component business develops and supplies products and solutions for connected cars, and its

lifestyle audio business provides consumer audio products and professional audio solutions.

In the automotive component market, Harman is a leading player and supplies car manufacturers with competitive

products. In the audio market, Harman’s innovative products have firmly established a strong reputation among

consumers and audiophiles alike.

Harman also offers differentiated customer experiences through its expanded collaboration with Samsung Electronics

product lines; and it further strengthens each business area via in-house development and strategic acquisitions.

☞

See

『

II. Businesses Overview

』

for more details about each Division.

Samsung Electronics

Business

Report

E. Subsidiaries subject to consolidated accounting (summary)

As of December 31, 2025, and in accordance with Korean International Financial Reporting Standards (K-IFRS)

1110, Consolidated Financial Statements, Samsung Electronics, the controlling company, had 308 consolidated

subsidiaries, with the addition of 91 subsidiary and reduction of 11 subsidiaries when compared to totals as of

December 31, 2024.

Classification

Number of subsidiaries subject to consolidated accounting

Number of major subsidiaries

As of

January 1, 2025

Added

Removed

As of

December 31, 2025

Listed

Unlisted

228

307

157

Total

228

308

158

※ See

『

Appendix-1. Subsidiaries subject to consolidated accounting (detailed)

』

for details.

[Changes in subsidiaries subject to consolidated accounting]

Classification

Subsidiary

Reason

Newly

consolidated

RAINBOW ROBOTICS USA Co., LTD

Equity acquisition

Harman Connected Services US Midco, LLC

Establishment

Viper Holdings Corporation

Acquisition

DEI Holdings, Inc.

Acquisition

DEI Sales, Inc.

Acquisition

Sound United, LLC

Acquisition

Sound United Canada Inc.

Acquisition

Polk Audio, LLC

Acquisition

D&M Holdings U.S. Inc.

Acquisition

Boston Acoustics, Inc.

Acquisition

D&M Premium Sound Solutions, LLC

Acquisition

Denon Electronics (USA), LLC

Acquisition

Digital Networks North America Inc.

Acquisition

Marantz America, LLC

Acquisition

D&M Sales & Marketing Americas, LLC

Acquisition

The Speaker Company

Acquisition

Definitive Technology, LLC

Acquisition

Equity International, LLC

Acquisition

Xealth Inc

Acquisition

SEMCO LLC

Acquisition

SEMCO Duct & Acoustical Products Inc

Acquisition

Woods Air Movement Ltd.

Acquisition

D&M Europe B.V

Acquisition

D&M Audiovisual Ltd

Acquisition

D&M France SAS

Acquisition

D&M Germany GmbH

Acquisition

B&W Group Ltd

Acquisition

B&W Group Belgium B.V

Acquisition

B&W Loudspeakers Nederland B.V

Acquisition

B&W Loudspeakers Group Espana S.A

Acquisition

B&W Loudspeakers Ltd

Acquisition

B&W Group (Schweiz) GmbH

Acquisition

B&W Group (Logistics) Ltd

Acquisition

Samsung Electronics

Business

Report

B&W Group Germany GmbH

Acquisition

B&W Group France SARL

Acquisition

B&W Group Finland Oy

Acquisition

Marantz Italy Srl

Acquisition

Bowers & Wilkins Ltd

Acquisition

FlaktGroup Austria GmbH

Acquisition

Flakt Woods SA

Acquisition

Flakt Elve NV

Acquisition

FlaktGroup Belgium N. V.

Acquisition

FlaktGroup Switzerland SA

Acquisition

FlaktGroup CZ a. s.

Acquisition

FlaktGroup Holding GmbH

Acquisition

FlaktGroup Deutschland GmbH

Acquisition

FlaktGroup Wurzen GmbH

Acquisition

SE Electronic GmbH

Acquisition

Woods Air Movement GmbH

Acquisition

FlaktGroup A/S

Acquisition

FlaktGroup Eesti OU

Acquisition

Ventilation Holding Finland OY

Acquisition

FlaktGroup Finland OY

Acquisition

FlaktGroup France SAS

Acquisition

Woods Holdings Ltd.

Acquisition

Flakt Woods Ltd.

Acquisition

FlaktGroup UK Ltd.

Acquisition

FlaktGroup Ireland Ltd.

Acquisition

FlaktGroup Italy S. p. A.

Acquisition

FlaktGroup Baltics UAB

Acquisition

Flakt Woods ( Luxembourg) S. a. r. l

Acquisition

Flakt Woods ACS S. a. r. l

Acquisition

FlaktGroup Latvija SlA

Acquisition

FlaktGroup Netherlands B. V.

Acquisition

FlaktGroup Poland Sp. Z. o. o.

Acquisition

FlaktGroup Romania s. r. l

Acquisition

Ventilation Holding Sweden AB

Acquisition

Fusilli HoldCo AB

Acquisition

FlaktGroup Sweden AB

Acquisition

Forvaltnings bolaget Ljungarum HB

Acquisition

Stromboli invetissements SAS

Acquisition

D&M Holdings, Inc.

Acquisition

Sound United Australia Pty Ltd

Acquisition

Sound United Sales & Marketing Australia Pty Limited

Acquisition

FlaktWoods LLC

Acquisition

FlaktGroup Havalandirma Sanayi A.S.

Acquisition

FlaktGroup India Private Ltd.

Acquisition

FlaktGroup Singapore Pte. Ltd.

Acquisition

Sound United Hong Kong Limited

Acquisition

Sound Electronics (Shenzhen) Co. Ltd

Acquisition

D&M Sales & Marketing (H.K) Ltd.

Acquisition

D&M Digital Audio Trading (Shanghai) Ltd.

Acquisition

Samsung Electronics

Business

Report

Marantz Shanghai Trading Ltd.

Acquisition

D&M Shanghai Electronics Ltd.

Acquisition

D&M Sales & Marketing Taiwan Ltd.

Acquisition

Bowers & Wilkins Trading Zhuhai Company Ltd.

Acquisition

B&W Group Asia Limited

Acquisition

Rainbow Robotics Inc.

Equity acquisition

SVIC 74 New Technology Investment Association

Establishment

D&M Sales and Marketing Korea Co., Ltd

Acquisition

SVIC 76 New Technology Investment Association

Establishment

No longer

consolidated

Harman Connected Services, Inc.

Disposal

Harman Connected Services Engineering Corp.

Disposal

Harman Connected Services US Midco, LLC

Disposal

Studer Professional Audio GmbH

Liquidation

Harman Connected Services AB.

Disposal

Harman Connected Services UK Ltd.

Disposal

Harman Connected Services Mauritius Pvt. Ltd.

Disposal

Harman Connected Services Morocco

Disposal

Harman Connected Services Corp. India Pvt. Ltd.

Disposal

Harman Connected Services Solutions (Chengdu) Co., Ltd.

Disposal

SVIC 37 New Technology Investment Association

Liquidation

F. Whether the Company is an SME

The Company is not subject to Article 2 of the Framework Act on Small and Medium Enterprises.

Small and medium enterprise

Venture company

Medium-sized enterprise

G. Credit rating

SEC’s credit rating is assessed by two external credit ratings agencies. As of December 31, 2025, SEC’s credit ratings

were Aa2 with a Stable investment outlook as rated by Moody’s (US); and AA- with a stable investment outlook as

rated by S&P (US).

Securities

Date

Rating

Credit rating agency

Note

Corporate bond

(USD denominated; issued in

1997 and expire in 2027)

Jul 2023

AA-

S&P

Regular review

Aug 2023

Aa2

Moody's

Feb 2024

Aa2

Moody's

Jul 2024

AA-

S&P

Jan 2025

Aa2

Moody's

Jul 2025

AA-

S&P

Nov 2025

Aa2

Moody's

※

Credit rating range: Moody's (Aaa~C), S&P (AAA~D)

[Credit ratings definitions]

Moody’s

S&P

Rating

Definition

Rating

Definition

Investment

grade

Aaa

Superior ability to repay debt obligations;

lowest level of credit risk

AAA

Extremely strong ability to meet financial

commitments; highest rating

Aa1/Aa2/Aa3

High ability to repay debt obligations; very

AA+/AA/AA-

Very strong capacity to meet financial

Samsung Electronics

Business

Report

low credit risk

commitments

A1/A2/A3

Upper-medium ability to repay debt

obligations; low credit risk

A+/A/A-

Strong capacity to meet financial commitments;

susceptible to adverse effects of changes in

economic conditions

Baa1/Baa2/Baa3

Medium ability to repay debt obligations;

moderate credit risk, speculative factors

BBB+/BBB/BBB-

Adequate capacity to meet financial

commitments; relatively more susceptible to

adverse economic conditions

Speculative

grade

Ba1/Ba2/Ba3

Speculative; substantial credit risk

BB+/BB/BB-

Major ongoing uncertainties; exposure to

adverse business, financial, or economic

conditions can impair ability to meet financial

commitments

B1/B2/B3

Speculative; high credit risk

B+/B/B-

More vulnerable to nonpayment than those

rated BB; has capacity to meet financial

commitments but adverse financial or economic

conditions are likely to impair ability to continue

doing so

Caa

Speculative; very high credit risk

CCC

Vulnerable to nonpayment; dependent upon

favorable business, financial, and economic

conditions

Highly speculative; likelihood of being in

or near default; some prospect for

recovery of principal and interest

Highly vulnerable to nonpayment; default has

not yet occurred but expected to be a virtual

certainty

Typically in default; little prospect for

recovery of principal or interest

Highly vulnerable to nonpayment; obligation is

expected to have lower ultimate recovery vis-à-

vis higher rated obligations

In default or in breach of imputed promises,

upon the filing of a bankruptcy petition or the

taking of a similar action

☞

Please refer to

『

III. Financial Affairs-7. Matters about financing through the issuance of securities

』

for credit

ratings on corporate bonds and commercial paper issued by the Company’s subsidiaries.

H. Whether the Company is listed (or registered or designated) and matters related to special listed

companies

The Company listed on the Korea Stock Exchange on June 11, 1975.

Listed

(or registered or designated)

Date listed

(or registered or designated)

Special listed company

Stock market (KOSPI)

June 11, 1975

Samsung Electronics

Business

Report

2. Company History

A. Company location and changes

The Company’s head office is located at 129, Samsung-ro, Yeongtong-gu, Suwon, Gyeonggi-do. There were no

changes in the Company’s head office location during the reporting period.

B. Important changes in management executives

The Company’s Board of Directors is composed of Directors who are appointed at the AGM, and the Board decides

on important matters of the Company’s businesses. As of December 31, 2025, SEC’s Board consisted of three

Executive Directors (Young-Hyun Jun, Tae-moon Roh, Jai-Hyuk Song) and six Independent Directors (Je-yoon Shin,

Jun-sung Kim, Eun-nyeong Heo, Myung-hee Yoo, Hye-kyung Cho and Hyuk-Jae Lee).

Samsung’s CEOs are appointed by the Board of Directors to lead a Division of the Company. As of December 31,

2025, the CEOs are Executive Director Young-Hyun Jun, who was appointed in March 2025, and Tae-moon Roh who

was appointed in November 2025.

Date of change

Type of

shareholde

r meeting

Appointed

Terms expired or dismissed

Newly appointed

Reappointed

Mar 17, 2021

AGM

Executive Director Ki-nam Kim

Executive Director Hyun-suk Kim

Executive Director Dong-jin Koh

Independent Director Byung-gook Park

Independent Director Jeong Kim

Independent Director Sun-uk Kim for

Audit Committee Member

Mar 17, 2021

CEO Ki-nam Kim

CEO Hyun-suk Kim

CEO Dong-jin Koh

Dec 31, 2021

Executive Director Yoon-ho Choi

(resigned)

Feb 15, 2022

CEO Jong-hee Han

CEO Ki-nam Kim (resigned)

CEO Hyun-suk Kim (resigned)

CEO Dong-jin Koh (resigned)

Mar 16, 2022

AGM

Executive Director Kye-hyun Kyung

Executive Director Tae-moon Roh

Executive Director Hark-kyu Park

Executive Director Jung-bae Lee

Independent Director Wha-jin Han

Independent Director Jun-sung Kim

Independent Director Han-jo Kim

Executive Director Ki-nam Kim

(resigned)

Executive Director Hyun-suk Kim

(resigned)

Executive Director Dong-jin Koh

(resigned)

Mar 16, 2022

CEO Kye-hyun Kyung

Mar 19, 2022

Independent Director Jae-wan Bahk

(term expired)

Independent Director Curie Ahn

(term expired)

Apr 20, 2022

Independent Director Wha-jin Han

(resigned)

May 17, 2022

Independent Director Byung-gook Park

(vacated)

Nov 3, 2022

EGM

Independent Director Eun-nyeong Heo

Independent Director Myung-Hee Yoo

Mar 15, 2023

AGM

Executive Director Jong-hee Han

Mar 15, 2023

CEO Jong-hee Han

Mar 20, 2024

AGM

Independent Director Je-yoon Shin

Independent Director Hye-kyung Cho

(as Independent Director for Audit

Committee Member)

Independent Director Sun-uk Kim

(vacated)

Mar 22, 2024

Independent Director Jeong Kim

Samsung Electronics

Business

Report

(term expired)

May 21, 2024

CEO & Independent Director Kye-hyun

Kyung (resigned)

Dec 26, 2024

Executive Director Hark-kyu Park

(resigned)

Mar 19, 2025

AGM

Executive Director Young-Hyun Jun

Executive Director Jai-Hyuk Song

Independent Director Hyuk-Jae Lee

Executive Director Tae-moon Roh

Independent Direcor Jun-sung Kim

Independent Director Eun-nyeong Heo

Independent Director Myung-Hee Yoo

Independent Director Han-jo Kim

(term expired)

Independent Director Eun-nyeong Heo

(resigned)

Independent Director Myung-Hee Yoo

(resigned)

Mar 19, 2025

CEO Young-Hyun Jun

Mar 25, 2025

CEO & Executive Director Jong-hee

Han(resigned)

November 28, 2025

CEO Tae-moon Roh

※ Mar 20, 2024: Hye-kyung Cho was appointed as Independent Director for Audit Committee Member which resulted in the resignation of

Independent Director Sun-uk Kim, who was appointed as Audit Committee Member in the same manner in 2021.

※

Mar 19, 2025: Independent Directors Eun-nyeong Heo and Myung-hee Yoo voluntarily resigned to adjust their term of office and were

reappointed at the AGM

※

Nov 28, 2025: Executive Director Tae Moon Roh was appointed as a CEO.

C. Changes in the major shareholder

The major shareholder changed to Samsung Life Insurance as the shares of the previous major shareholder were

inherited by beneficiaries on April 29, 2021.

[As of December 31, 2025]

(shares, %)

Date of Change

Name of major

shareholder

Number of shares

owned

Share ratio

Reason for change

Note

Apr 29, 2021

Samsung Life Insurance

1,263,050,053

21.16%

Shares of the previous major shareholder

were inherited by beneficiaries

※ Number of shares owned and share ratio are the sum of those of major shareholder and its related parties, and the number of shares is based

on shares with voting rights (including those with limited voting rights in accordance with relevant laws).

☞

Please refer to

『

VII. Information on Shareholders

』

for details on the major shareholder.

D. Company name changes

In 2021, Samsung Electronics Portuguesa S.A. (SEP) changed its name to Samsung Electronics Portuguesa,

Unipessoal, Lda. (SEP).

In 2023, Emerald Intermediate, Inc. changed its name to Samsung Display America Holdings, Inc. (SDAH).

☞

Details are for SEC and major subsidiaries of SEC. See

『

1. Subsidiaries subject to consolidated accounting

(detailed)

』

『

XII. Appendix

』

for details.

E. Mergers and acquisitions

In 2021, Samsung Research America, Inc. (SRA) merged with Viv Labs, Inc. Furthermore, Samsung Electronics

America, Inc. (SEA) merged with Prismview, LLC.

In 2023, Samsung Display America Holdings, Inc. (SDAH) acquired shares of eMagin Corporation.

In 2025, the Company (the controlling entity) acquired an equity interest in Rainbow Robotics Inc.

Also, the

Samsung Electronics

Business

Report

subsidiary Harman International Industries, Inc. acquired an equity interest in Sound United, LLC; the subsidiary

Samsung Electronics Europe Holding Cooperatief U.A. (SEEH) acquired an equity interest in FlaktGroup Holding

GmbH; and Samsung Electronics America, Inc. (SEA) acquired an equity interest in Xealth Inc.

☞

Details are for SEC and major subsidiaries of SEC. See

『

1. Subsidiaries subject to consolidated accounting

(detailed)

』

『

XII. Appendix

』

for details.

F. Important changes in the Company’s business

There were no changes during the reporting period.

G. Other important matters related to the Company’s business

(1) Important matters related to the Company’s business

Year

Products

2021

Unveiled Neo QLED TV

Received certification for reducing carbon emissions, water use, and waste discharge for all of our semiconductor

worksites, a first in the global semiconductor industry

Started mass producing the industry’s most advanced 14-nano EUV DDR5 DRAM

Announced investment in a new foundry production site in Taylor, Texas, USA

2022

Unveiled Bespoke Infinite Line

Mass produced 3nm GAA foundry, a world’s first

Held a groundbreaking ceremony for the next-generation semiconductor R&D complex

Mass produced 1Tb 8th-generation V-NAND

2023

Released ISOCELL HP2, a 200-megapixel image sensor concentrated with ultra-fine pixel technology

Started mass producing the industry’s most advanced 12-nano class DRAM

Unveiled the Galaxy Z Fold5 and Galaxy Z Flip5

Developed 32Gb DDR5 DRAM, the largest capacity currently available

Unveiled Samsung Gauss, a generative AI model

2024

Unveiled Galaxy S24 series, a new lineup of AI phones

Mass produced 9th-generation V-NAND, an industry’s first

Unveiled Galaxy Z Fold6 and Galaxy Z Flip6

The brand value of Samsung Electronics exceeded USD 100 billion for the first time, ranking us as the world’s fifth most

valuable brand for the fifth consecutive year

Developed 24Gb GDDR7 DRAM, an industry first

2025

Unveiled Galaxy S25

ㆍ

S25+

ㆍ

S25 Ultra

ㆍ

S25 Edge

Mass produced 6th-geneneration 10-nano DRAM, the industry’s most advanced

Developed the world’s first self-luminous 27" QHD 500Hz QD-OLED Display with the highest refresh rate

Unveiled 'Galaxy XR'

Unveiled 'Galaxy Z TriFold'

(2) Organizational changes

In December 2021, the Company merged its CE and IM Divisions to form the DX Division and changed the Mobile

Communications Business to the Mobile eXperience (MX) Business.Also, the Company separated SDC and the DS

Division to align with the corporate organizational structure.

Samsung Electronics

Business

Report

[As of December 2021]

Before

After

Business

organization

CE Division (Visual Display, Digital Appliances, Medical Devices)

DX Division (Visual Display, Digital Appliances, Medical Devices,

MX Business, Networks)

IM Division (Mobile, Networks)

DS Division (Memory, System LSI, Foundry, DP)

DS Division (Memory, System LSI, Foundry)

SDC (DP)

Harman Division

Harman

Regional

headquarters

Korea, North America, Latin America, Europe, CIS,

Southwest Asia, Southeast Asia, China, Middle East, Africa

Korea, North America, Latin America, Europe, CIS, Southwest

Asia, Southeast Asia, China, Middle East, Africa

Americas (DS), Europe (DS), China (DS), Southeast Asia (DS),

Japan (DS)

Americas (DS), Europe (DS), China (DS), Southeast Asia (DS),

Japan (DS)

3. Changes in paid-in capital

The Company cancelled 57,056,664 shares (50,144,628 common shares and 6,912,036 preferred shares), following a

Board resolution. Due to the cancellation, the total par value of issued shares is KRW 673,561 million (KRW 591,964

million for common shares and KRW 81,597 million for preferred shares), which differs from the paid-in capital of

KRW 897,514 million.

(shares)

Type of stock

Classification

December 31, 2025

December 31, 2024

Common

Number of issued shares

5,919,637,922

5,969,782,550

Par value

100

Paid-in capital

591,963,792,200

596,978,255,000

Preferred

Number of issued shares

815,974,664

822,886,700

Par value

100

Paid-in capital

81,597,466,400

82,288,670,000

Total

Paid-in capital

673,561,258,600

679,266,925,000

4. Stock Information

A. Total number of shares

As of December 31, 2025, SEC’s issued shares on a cumulative basis totaled 7,780,466,850 registered common shares

and 1,194,671,350 registered, non-voting preferred shares; and the Company had canceled 1,860,828,928 common

shares and 378,696,686 preferred shares in accordance with resolutions of the Board of Directors (the Board). As of

the same date, issued shares and shares outstanding totaled 5,827,808,935 for common shares and 802,371,203 for

preferred shares.

[As of December 31, 2025]

(shares, %)

Classification

Type of stocks

Note

Common

Preferred

Total

I. Authorized shares

20,000,000,000

5,000,000,000

25,000,000,000

II. Issued shares (cumulative)

7,780,466,850

1,194,671,350

8,975,138,200

III. Decrease in number of shares (cumulative)

1,860,828,928

378,696,686

2,239,525,614

Samsung Electronics

Business

Report

1. Capital reduction

2. Cancellation

1,860,828,928

378,696,686

2,239,525,614

Treasury

3. Redemption

4. Other

IV. Issued shares (II-III)

5,919,637,922

815,974,664

6,735,612,586

V. Treasury shares

91,828,987

13,603,461

105,432,448

VI. Outstanding shares

5,827,808,935

802,371,203

6,630,180,138

Ⅶ

. Ratio of treasury share holding

1.6

1.7

1.6

B. Treasury Shares

As of the reporting date, the Company held 91,828,987 common shares and 13,603,461 preferred shares. The key

details are as follows.

[As of December 31, 2025]

(shares)

Acquisition method

Share Type

Period-start

Change

Period-end

Remarks

Acquisition(+)

Disposal(-)

Cancellation(-)

Repurchases within the allowable distribution profit

Direct

On-Market

Common

29,700,000

118,314,495

6,040,880

50,144,628

91,828,987

Preferred

4,050,000

16,465,497

6,912,036

13,603,461

Off-Market

Common

Preferred

Tender offer

Common

Preferred

Subtotal (a)

Common

29,700,000

118,314,495

6,040,880

50,144,628

91,828,987

Preferred

4,050,000

16,465,497

6,912,036

13,603,461

Through trust agreement

Trustee holdings

Common

Preferred

Physical holdings

Common

Preferred

Subtotal (b)

Common

Preferred

Other acquisitions (c)

Common

Preferred

Total (a+b+c)

Common

29,700,000

118,314,495

6,040,880

50,144,628

91,828,987

Preferred

4,050,000

16,465,497

6,912,036

13,603,461

[Status of direct acquisition and disposal or repurchases shares as of December 31, 2025]

(KRW won, %)

Expected acquisition (disposal) period

Planned Amount

(A)

Executed Amount

(B)

Execution rate

(B/A)

Result

reporting date

Type

Start date

End date

Acquisition

Nov 20, 2024

Feb 13, 2025

3,000,000,050,400

3,048,696,999,300

102

Feb 17, 2025

Acquisition

Feb 19, 2025

May 13, 2025

3,000,000,033,000

3,039,395,131,300

101

May 16, 2025

Samsung Electronics

Business

Report

Expected acquisition (disposal) period

Planned Amount

(A)

Executed Amount

(B)

Execution rate

(B/A)

Result

reporting date

Type

Start date

End date

Disposal

May 26, 2025

287,545,592,500

100

May 28, 2025

Acquisition

Jul 9, 2025

Sep 29, 2025

3,911,907,845,300

3,911,907,750,300

100

Oct 02, 2025

Disposal

Jul 28, 2025

51,356,858,500

54,863,776,000

107

Jul 31, 2025

Disposal

Oct 31, 2025

481,395,000

514,925,000

107

Nov 5, 2025

※

On November 15, 2024, the Board resolved to repurchase shares worth KRW 3,048,697 million (KRW 2,734,200 million common; KRW

314,497 million preferred) to enhance shareholder value. On February 18, 2025, the Board resolved to cancel all treasury shares that were

acquired pursuant to the Board resolution dated November 15, 2024. In accordance with the Board resolution, treasury shares worth KRW

3,048,697 million (KRW 2,734,200 million common; KRW 314,497 million preferred) were canceled on February 20, 2025, the date of

cancellation as implemented by Korea Securities Depository.

※

On February 18, 2025, the Board resolved to repurchase shares to enhance shareholder value and facilitate stock-based compensation for

executives and employees. Accordingly, the Company acquired treasury shares worth KRW 3,039,395 million (KRW 2,727,446 million

common; KRW 311,949 million preferred). Details can be found in the Report on Material Facts (Decision on Share Repurchase) disclosed on

February 18, 2025; and the Report on Share Repurchase Results disclosed on May 16, 2025.

※

On May 23, 2025, the Board resolved to grant treasury shares to employees to promote mutual growth between the Company and its

employees and the retention and motivation of key talent. On May 26, 2025, common shares worth KRW 287,546 million were granted.

Details can be found in the Report on Material Facts (Decision on Share Dispostion) disclosed on May 23, 2025; and the Report on Share

Disposition Results disclosed on May 28, 2025.

※

On July 8, 2025, the Board resolved to repurchase shares to enhance shareholder value and facilitate stock-based compensation for

executives and employees. Accordingly, the Company acquired treasury shares worth KRW 3,911,908 million (KRW 3,509,995 million

common; KRW 401,913 million preferred). Details can be found in the Report on Material Facts (Decision on Share Repurchase) disclosed on

July 8, 2025; and the Report on Share Repurchase Results disclosed on October 2, 2025.

※

On July 25, 2025, the Board resolved to grant a portion of long-term incentives in treasury shares to executives in order to strengthen

responsible management and motivate long-term performance. On July 28, 2025, common shares worth KRW 54,864 million were granted.

Details can be found in the Report on Material Facts (Decision on Share Disposition) disclosed on July 25, 2025; and the Report on Share

Disposition Results disclosed on July 31, 2025.

※

On October 30, 2025, the Board resolved to grant treasury shares to employees to encourage and motivate specific development personnel

who achieved project targets. On October 31, 2025, common shares worth KRW 515 million were granted. Details can be found in the Report

on Material Facts (Decision on Share Disposition) disclosed on October 30, 2025; and the Report on Share Disposition Results disclosed on

November 5, 2025.

[

Treasury share cancellation status

]

(KRW won, shares)

Cancellation date

Cancellation method

Share type

Number of shares cancelled

Cancellation value

Feb 20, 2025

Share cancellation

Common shares

50,144,628

2,734,200,078,600

Feb 20, 2025

Share cancellation

Preferred shares

6,912,036

314,496,920,700

[Treasury share acquisition status]

[As of December 31, 2025]

(shares)

Acquisition method

Disclosur

e date of

acquisitio

n decision

(contract

date)

type

Acquisitio

n period

Purpose of

acquisition

Expect

holding

period

Initial

acquisition

Change

Ending

quantity

Disposal

(-)

Cancell

ation (-)

Acquisition

within

Direct

acquisition

Feb 18,

2025

Common

2025

Feb~May

To enhance

shareholder value and

48,149,247

6,040,880

42,108,367

Samsung Electronics

Business

Report

distributabl

e profits

provide stock-based

compensation to

employees

Feb 18,

2025

Preferre

d shares

2025

Feb~May

To enhance

shareholder value and

provide stock-based

compensation to

employees

6,636,988-

6,636,988

Jul 8, 2025

Common

2025

Jul~Sep

To enhance

shareholder value and

provide stock-based

compensation to

employees

49,720,620

Jul 8, 2025

Preferre

d shares

2025

Jul~Sep

To enhance

shareholder value and

provide stock-based

compensation to

employees

6,966,473

Acquisitio

n through

trust

contract

Other acquisition

Total

111,473,328

6,040,880

105,432,448

[

Short-term (6 months) treasury share acquisition, disposal, and cancellation plan]

[Applicable period: January 1, 2026

–

June 30, 2026]

(shares)

Category

Acquisition

method

Share type

Transaction method

Number

Reason for decision

Shares held

Direct

Common

On-market

91,828,987

Direct

Preferred

On-market

13,603,461

Plan

Acquisition

Direct

Common

On-market

39,297,034

For Performance Share Units (PSU) and

Performance Incentives (OPI, LTI), etc.

Disposal

Common

Employee stock-based

compensation

9,342,913

For performance incentives (OPI, etc.)

Cancellation

Common

Cancellation

73,359,314

Cancellation of treasury shares acquired

in 2025 to enhance shareholder value

Preferred

Cancellation

13,603,461

Continued

holding

Common

48,423,794

For Performance Share Units (PSU) and

Performance Incentives (OPI, LTI), etc.

[Implementation status of the short-term treasury shares acquisition, disposal and cancellation plan]

N/A

[Applicable period: January 1, 2026

–

June 30, 2026]

(shares)

Category

Acquisition type

Share type

Planned quantity

(A)

Executed quantity

(B)

Execution rate

(B/A)

Reason for

difference

Samsung Electronics

Business

Report

Acquisition

Disposal

Cancellation

Continued holding

[Long-term treasury shares acquisition, disposal, and cancellation plan]

Shares that continue to be held in treasury are planned to be disposed in the future for employee stock compensation.

[Other matters necessary for the protection of investors]

N/A

C. Types of registered stock

SEC has two types of registered equity securities: 1) common stock; 2) non-voting and non-cumulative preferred

stock.

The shareholders of preferred stock are entitled to dividend payments of an additional 1% of par value compared to

shareholders of common stock. As of December 31, 2025, the number of issued non-cumulative and non-voting

preferred stock totaled 815,974,664.

(KRW won)

Date of issue

1989.08.25

Per-share price at issue(par value)

576

100

Total shares issued(shares issued)

119,467,135,000

1,194,671,350

Amount to date(Total number of shares issued to date)

81,597,466,400

815,974,664

Stock

details

Duration(validity period of preferred share rights)

Dividend matters

Entitled to dividend payments of an additional 1% of

par value compared to common shares

Matters on residuary distribution

Matters on

redemption

Redemption right holder

None

Redemption conditions

Redemption method

Redemption period

Redemption value per share

Redemption expected within a year

Matters on

conversion

Conversion right holder

None

Conversion conditions (including change in conversion ratio)

History of exercised conversion rights after issuance

N/A

Conversion period

Types of shares to be issued with the conversion

Number of shares to be issued after the conversion

Matters on voting rights

No voting rights

Samsung Electronics

Business

Report

Other factors to consider when making investment decisions (matters on

shareholders’ agreement and financial covenants, etc.)

※

The issued date and issued price per share are based on the initial issuance date (issued price per share is based on post-stock split)

※

Due to the cancellation of shares, the total par value of issued shares is KRW 673,561 million (KRW 591,964 million for common shares

and KRW 81,597 million for preferred shares), which differs from the paid-in capital of KRW 897,514 million

Preferred stock, by issue date

(KRW, shares)

Date

Change

Details of increase/decrease

Type

Number of

Par value

per share

Total par value

Issue price

per share

Total issue value

Aug 25, 1989

Rights issue

Preferred

3,400,000

5,000

17,000,000,000

28,800

97,920,000,000

Aug 25, 1989

Bonus issue

Preferred

340,000

5,000

1,700,000,000

5,000

1,700,000,000

Oct 29, 1990

Exercise of conversion rights

Preferred

371,620

5,000

1,858,100,000

29,600

10,999,952,000

Mar 19, 1991

Exercise of conversion rights

Preferred

40,898

5,000

204,490,000

29,341

1,199,988,218

Mar 30, 1991

Exercise of conversion rights

Preferred

5,112

5,000

25,560,000

29,341

149,991,192

Apr 8, 1991

Exercise of conversion rights

Preferred

1,704

5,000

8,520,000

29,341

49,997,064

May 17, 1991

DR issuance

Preferred

1,907,671

5,000

9,538,355,000

37,973

72,439,990,883

Jul 24, 1991

Exercise of conversion rights

Preferred

34,081

5,000

170,405,000

29,341

999,970,621

Jul 30, 1991

Exercise of conversion rights

Preferred

20,449

5,000

102,245,000

29,341

599,994,109

Jul 31, 1991

Exercise of conversion rights

Preferred

64,754

5,000

323,770,000

29,341

1,899,947,114

Aug 30, 1991

Exercise of conversion rights

Preferred

214,716

5,000

1,073,580,000

29,341

6,299,982,156

Sep 30, 1991

Exercise of conversion rights

Preferred

20,448

5,000

102,240,000

29,341

599,964,768

Jun 17, 1993

DR issuance

Preferred

2,542,372

5,000

12,711,860,000

47,312

120,284,704,064

Oct 29, 1993

Exercise of conversion rights

Preferred

105,999

5,000

529,995,000

28,302

2,999,983,698

Nov 12, 1993

DR issuance

Preferred

2,158,273

5,000

10,791,365,000

55,975

120,809,331,175

Nov 29, 1993

Exercise of conversion rights

Preferred

58,295

5,000

291,475,000

28,302

1,649,865,090

Nov 30, 1993

Exercise of conversion rights

Preferred

19,079

5,000

95,395,000

28,302

539,973,858

Apr 6, 1994

DR issuance

Preferred

1,086,956

5,000

5,434,780,000

74,502

80,980,395,912

Jun 3, 1994

Exercise of conversion rights

Preferred

16,027

5,000

80,135,000

25,809

413,640,843

Jun 6, 1994

Exercise of conversion rights

Preferred

9,072

5,000

45,360,000

25,809

234,139,248

Jun 13, 1994

Exercise of conversion rights

Preferred

17,236

5,000

86,180,000

25,809

444,843,924

Jun 22, 1994

Exercise of conversion rights

Preferred

1,209

5,000

6,045,000

25,809

31,203,081

Jun 27, 1994

Exercise of conversion rights

Preferred

16,632

5,000

83,160,000

25,809

429,255,288

Jun 28, 1994

Exercise of conversion rights

Preferred

54,131

5,000

270,655,000

25,809

1,397,066,979

Jun 29, 1994

Exercise of conversion rights

Preferred

292,127

5,000

1,460,635,000

25,809

7,539,505,743

Jun 30, 1994

Exercise of conversion rights

Preferred

52,922

5,000

264,610,000

25,809

1,365,863,898

Samsung Electronics

Business

Report

Date

Change

Details of increase/decrease

Type

Number of

Par value

per share

Total par value

Issue price

per share

Total issue value

Jul 1, 1994

Exercise of conversion rights

Preferred

232,854

5,000

1,164,270,000

25,809

6,009,728,886

Jul 4, 1994

Exercise of conversion rights

Preferred

116,426

5,000

582,130,000

25,809

3,004,838,634

Jul 5, 1994

Exercise of conversion rights

Preferred

188,401

5,000

942,005,000

25,809

4,862,441,409

Jul 6, 1994

Exercise of conversion rights

Preferred

686,164

5,000

3,430,820,000

25,809

17,709,206,676

Jul 7, 1994

Exercise of conversion rights

Preferred

270,349

5,000

1,351,745,000

25,809

6,977,437,341

Jul 8, 1994

Exercise of conversion rights

Preferred

977,068

5,000

4,885,340,000

25,809

25,217,148,012

Jul 12, 1994

Exercise of conversion rights

Preferred

6,048

5,000

30,240,000

25,809

156,092,832

Jul 19, 1994

Exercise of conversion rights

Preferred

68,040

5,000

340,200,000

25,809

1,756,044,360

Jul 20, 1994

Exercise of conversion rights

Preferred

4,232

5,000

21,160,000

25,809

109,223,688

Aug 12, 1994

Exercise of conversion rights

Preferred

944

5,000

4,720,000

25,502

24,073,888

Mar 13, 1995

Bonus issue

Preferred

3,028,525

5,000

15,142,625,000

5,000

15,142,625,000

Mar 13, 1996

Bonus issue

Preferred

5,462,593

5,000

27,312,965,000

5,000

27,312,965,000

Apr 14, 2003

Share cancellation

Preferred

-470,000

5,000

-2,350,000,000

Jan 15, 2004

Share cancellation

Preferred

-330,000

5,000

-1,650,000,000

May 4, 2004

Share cancellation

Preferred

-260,000

5,000

-1,300,000,000

Jan 15, 2016

Share cancellation

Preferred

-1,240,000

5,000

-6,200,000,000

Apr 20, 2016

Share cancellation

Preferred

-530,000

5,000

-2,650,000,000

Jul 19, 2016

Share cancellation

Preferred

-320,000

5,000

-1,600,000,000

Sep 28, 2016

Share cancellation

Preferred

-230,000

5,000

-1,150,000,000

Apr 12, 2017

Share cancellation

Preferred

-255,000

5,000

-1,275,000,000

May 2, 2017

Share cancellation

Preferred

-1,614,847

5,000

-8,074,235,000

Jul 24, 2017

Share cancellation

Preferred

-225,000

5,000

-1,125,000,000

Oct 25, 2017

Share cancellation

Preferred

-168,000

5,000

-840,000,000

Jan 30, 2018

Share cancellation

Preferred

-178,000

5,000

-890,000,000

May 3, 2018

Stock split

Preferred

885,556,420

100

Dec 4, 2018

Share cancellation

Preferred

-80,742,300

100

-8,074,230,000

Feb 20, 2025

Share cancellation

Preferred

-6,912,036

100

-691,203,600

Preferred stock total

815,974,664

81,597,466,400

642,261,376,652

Samsung Electronics

Business

Report

5. Changes to Articles of Incorporation

History of Articles of Incorporation

The Articles of Incorporation were amended at the 55th AGM, held on March 20, 2024.

☞

For details of the changes to Articles of Incorporation, please refer to the “Announcement of Shareholders’

Meeting” for the 55th AGM disclosed on Financial Supervisory Service’s DART (

http://dart.fss.or.kr

Date of

change

AGM

Key changes

Reasons for change

Mar 20, 2024

55th AGM

- Types of share certificates has been deleted

- Administrative procedure for the transfer agent has been modified; provision

requiring the reporting of shareholder information to the transfer agent has been

deleted; provisions such as preparing the register of shareholders based on

particulars of shareholders have been established

- Provisions related to the closing of register have been deleted

- Article for electronic registration of rights to be indicated on the share, bonds,

and subscription warrants has been introduced

- Compensation Committee, Sustainability Committee, and Related Party

Transactions Committee have been specified to operate under the Board of

Directors

- Notice period for convening a Meeting of the Board has been changed from

“at least 24 hours prior” to “7 days prior” to the meeting, provided that this

notification period can be shortened to “at least 24 hours prior” in urgent

circumstances.

- Revision of other articles: Article 38 (Disposition of Profits), Article 40

(Approval of Transaction with Specially Related Parties, etc.)

- Revision of Articles related to the electronic

securities

Addition of Committees established

under the Board of Directors

Changes in the notice period for

convening Board of Directors meeting

B. Purpose of Business

(Business Purpose)

Business Purpose

Status

Manufacture, sale, collection service, lease and maintenance service of electronic and electrical machines and

appliances, other related equipments and their components

Operating

Manufacture, sale, collection service, lease and maintenance service of communication machines & appliance,

other related equipment and their components

Operating

Manufacture and sale of medical equipment

Operating

Manufacture, sale and maintenance service of luminous disk, luminous source-applied machines and

appliances and their components

Operating

Manufacture, sale, lease and maintenance service of optical fiber, cable and other related equipment

Operating

Manufacture, sale, collection service, lease and maintenance service of electronic computer system and other

Category

Year-end dividend

Quarterly, interim dividend

Decision-making body on dividend amount under the Articles of Incorporation

AGM

Board

Possibility of setting the dividend record date after determining the dividend amount

under the articles of incorporation

Future plans for implementing improvement measures for the dividend procedure

Under review

Confirmation date of year-end dividend amount and designation of dividend record date

Category

Fiscal year-

end month

Distribution

Confirmation date of

dividend amount

Dividend record date

Provision of

dividend

predictability

Remarks

Year-end

dividend

December 2024

March 19, 2025

December 31, 2024

Year-end

dividend

December 2023

March 20, 2024

December 31, 2023

Year-end

dividend

December 2022

March 15, 2023

December 31, 2022

6-3) Other notes

Key dividend indices

(KRW mil, %, shares)

Classification

2025

2024

2023

Par value per share (KRW)

100

Consolidated net profit

(KRW mil)

44,260,956

33,621,363

14,473,401

Separate net profit (KRW mil)

33,686,601

23,582,565

25,397,099

Samsung Electronics

Business

Report

193

EPS

(KRW)

6,605

4,950

2,131

Total cash dividend (KRW mil)

11,107,906

9,810,767

9,809,438

Total stock dividend (KRW mil)

Dividend payout ratio (%)

25.1

29.2

67.8

Cash dividend yield (%)

Common

1.5

2.7

1.9

Preferred

1.9

3.3

2.4

Stock dividend yield (%)

Common

Preferred

Cash dividend per share (KRW)

Common

1,668

1,446

1,444

Preferred

1,669

1,447

1,445

Stock dividend per share (share)

Common

Preferred

※ (Consolidated) net profit refers to consolidated net income attributable to controlling interests.

※ EPS is basic earnings per common share on a consolidated basis. For further information relating to the calculation of basic EPS, see Earnings

Per Share in ˹3 Note to Consolidated Financial Statements˼ in ˹Ⅲ. Financial Affairs˼

※ For details on the total amount of cash dividends, please refer to ‘Retained Earnings in

『

3 Note to Consolidated Financial Statements

』

『

Ⅲ.

Financial Affairs

』

※ The quarterly dividends in 2025 were KRW 2,447,284 million (KRW 365 per share) in the first quarter, KRW 2,453,793 million (KRW 367 per

share) in the second quarter, and KRW 2,453,345 million (KRW 370 per share) in the third quarter.

※ The quarterly dividends in 2024 were KRW 2,452,154million (KRW 361 per share) in the first quarter, KRW 2,452,154 million (KRW 361 per

share) in the second quarter, and KRW 2,452,154 million (KRW 361 per share) in the third quarter.

※ The quarterly dividends in 2023 were 2,452,154 million (KRW 361 per share) in the first quarter, 2,452,154 million (KRW 361 per share) in

the second quarter, and 2,452,154 million (KRW 361 per share) in the third quarter.

The history of dividend payouts is as follows:

Number of continuous dividend payments

Average dividend yield

Quarterly/biannual dividends

End-year dividends

Past 3 years

Past 5 years

2.0%

2.1%

※ The number of continuous dividend payments includes the quarterly dividend for the quarter and the end-year dividend for the recent business

year.

※ Continuous payment of the end-year dividend started in 1981, biannual dividend in 1999, and quarterly dividend in 2017.

※ The average dividend yield is based on common shares. The average dividend yield of preferred shares for the past 3 years and past 5 years are

2.5% and 2.5% respectively

※ The “past 3 years” refers to the period from 2023 through 2025, and the “past 5 years” refers to the period from 2021 through 2025. For the

dividend yield of 2025, please refer to the table [Key dividend indices] above (common shares at 1.5%, preferred shares at 1.9%).

Samsung Electronics

Business

Report

194

7. Matters about financing through the issuance of securities

7-1 Financing through the issuance of securities

[Issuance of equity securities]

Not Applicable

[Issuance of debt securities]

A. List of issued debt securities

(As of December 31, 2025)

(KRW mil, %)

Issuing

company

Type of

securities

Issuance

method

Date of

Issuance

Total

nominal

amount

Interest

rate

Rating

(rating

institution)

Maturity

date

Payment

status

Management

company

Samsung

Electronics

Co., Ltd.

Corporate

bonds

Public

offering

Oct 2,1997

143,490

7.7

Aa2(Moody's),

AA-(S&P)

Oct 1, 2027

Partial

redemption

Goldman

Sachs et al.

Total

143,490

B. Commercial Paper Unredeemed Balance

Not Applicable

(Reporting Date: December 31, 2025)

(KRW mil)

Maturity

Under 10

days

Above 10

days /

under 30

days

Above 30

days /

under 90

days

Above 90

days /

under 180

days

Above 180

days /

under 1

year

Above 1

year

under 2

years

Above 2

years /

under 3

years

Above 3

years

Total

Unredeem

ed balance

Public

Private

Total

C. Short-term Bond Unredeemed Balance

Not Applicable

(Reporting Date: December 31, 2025)

(KRW mil)

Maturity

Under 10

days

Above 10

days / under

30 days

Above 30

days / under

90 days

Above 90

days / under

180 days

Above 180

days / under

1 year

Total

Issue limit

Balance

limit

Unredeemed

balance

Public

Private

Total

D. Corporate Bond Unredeemed Balance

Samsung Electronics Co., Ltd.

(Reporting Date: December 31, 2025)

(KRW mil)

Samsung Electronics

Business

Report

195

Maturity

Under 1

year

Above 1

year

/ under 2

years

Above 2

years

/ under 3

years

Above 3

years

/ under 4

years

Above 4

years

/ under 5

years

Above 5

years

/ under 10

years

Above 10

years

Total

Unredeemed

balance

Public

7,174

7,175

14,349

Private

Total

7,174

7,175

14,349

E. Hybrid Bond Unredeemed Balance

Not Applicable

(Reporting Date: December 31, 2025)

(KRW mil)

Maturity

Under 1

year

Above 1

year

/ under 5

years

Above 5

years

/ under 10

years

Above 10

years

/ under 15

years

Above 15

years

/ under 20

years

Above 20

years

/ under 30

years

Above 30

years

Total

Unredeemed

balance

Public

Private

Total

F. Contingent Convertible Bond Unredeemed Balance

Not Applicable

(Reporting Date: December 31, 2025)

(KRW mil)

Maturity

Under 1

year

Above 1

year /

under 2

years

Above 2

years /

under 3

years

Above 3

years /

under 4

years

Above 4

years /

under 5

years

Above 5

years /

under 10

years

Above 10

years /

under 20

years

Above 20

years /

under 30

years

Above 30

years

Total

Unredeemed

balance

Public

Private

Total

G. Details and Compliance of the Bond Management Contract (Samsung Electronics Co., Ltd.)

(Reporting Date: December 31, 2025)

(KRW mil, %)

Name of security

Date of

issuance

Maturity date

Issued

amount

Settlement date of

bond management contract

Debenture management

company

US$ 100,000,000

7.7% debenture

Oct 2, 1997

Oct 1, 2027

143,490

Oct 2, 1997

The Bank of New York Mellon

Trust Company, N.A.

(Reporting Date: December 31, 2025)

Financial ratios

Contract details

Not applicable

Implementation

status

Not applicable

Samsung Electronics

Business

Report

196

Constraint on collateral

Contract details

Less than 10% of net tangible assets

Implementation

status

Compliant (there is no collateral for the relevant assets)

Constraint on disposal of assets

Contract details

Certain requirements, such as transfer of obligations on the bond,

must be satisfied to dispose all or most of an asset

Implementation

status

Compliant (disposed assets accounted for 0.0% of the total assets during 2025)

Constraint on governance

Contract Details

Not applicable

Implementation

status

Not applicable

Submission of implementation

report

Implementation

status

Not applicable

※

The exchange rate as of the base date has been applied.

※

The date of the bond management contract was signed on the same day as the Fiscal Agency Agreement; accordingly, the Bank of New

York Mellon Trust Company, N.A. is under the authority of the Fiscal Agent.

※

The net tangible assets subjected to the limitation of collaterals are production facilities and stocks owned by the Company.

※

Implementation status base date is the most recent reporting date of financial statements on which external auditor’s opinion has been

expressed.

※

The constraint on governance is as of the reporting date.

7-2 Use of funds financed through the issuance of securities

Not applicable

8. Other financial information

A. Restatement of financial statements and other matters to note

(1) Restatement of financial statements: Not Applicable

(2) Acquisition, divestment, asset sales, and sale of business

[Equity Acquisition of eMagin Corporation]

On October 18, 2023, Samsung Display America Holdings, Inc.(SDAH), the company’s subsidiary, acquired

100% ownership of eMagin Corporation (CEO: Andrew Sculley, Location: New York, USA) to secure

technological competitiveness in micodisplay industry.

[Equity Sale of DOWOOINSYS]

On January 31, 2024, Samsung Di

play Co., Ltd., the company’s subsidiary, sold 56.8% of equity stake in

DOWOOINSYS held by Samsung Venture Investment Co. No. 29 and No.48 to three companies including

Newpower Co., Ltd., to focus its capabiliites on main business and R&D amid increasingly intensified

competition in OLED industry.

[Equity Acquisition of Rainbow Robotics Inc.]

On December 31, 2024, the Company decided to exercise call options to acquire 3.94 million shares (20.3%)

of Rainbow Robotics Inc. from its largest shareholder upon th

e Board’s resolution and the relevant procedure

has been completed on March 12, 2025. The Company will prepare for developing cutting-edge futuristic

robots in a swift and systematic manner by combining the Company’s AI and software technology with

Rainbow

Robotic’s robo

t technology.

[Equity Acquisition of Sound United.]

Samsung Electronics

Business

Report

197

On September 23, 2025,

Harman International Industries, Inc., the Company’s subsidiary, acquired 100% of

equity stake and voting rights of Sound United, LLC, Masimo Corporation’s

(CEO: Katie Szyman, Location:

Irvine, USA) audio business unit. The Company plans to foster the audio business as one of its core businesses

by enhancing competitiveness of Harman, the audio business division, and expanding synergy with the

Company’s business su

ch as mobile and TV.

[Equity Acquisition of Flakt Group]

On November 6, 2025, the company acquired 100% of the shares of FlaktGroup Holding GmbH (CEO: David

Dorney, Location: Herne, Germany) to strengthen its global central air conditioning competitiveness. Going

forward, the company plans to expand its business domain in the high-growth global HVAC market through

synergy with FlaktGroup, a central air conditioning specialist with high demand in AI and data centers, and

actively foster it as a future growth engine.

[Equity Acquisition of Xealth, Inc.]

On October 16, 2025, the company acquired 100% of the shares of Xealth, Inc., a U.S.-based digital healthcare

specialist (CEO: Mike McSherry, Location: Seattle, WA, USA) to strengthen its digital healthcare

competitiveness. Going forward, the company plans to combine Xealth's platform, which connects over 500

hospitals and more than 70 digital healthcare solution companies in the United States, with its own mobile and

wearable technologies to build a 'Connected Care' ecosystem that links patients and medical professionals, and

to continuously strengthen the global competitiveness of the Samsung Health platform.

(3)

Information on the accounting treatment of the sales of assets related to asset backed securities and contingent

liabilities

Accounting Treatment of the sale of assets related to asset backed securities:

Not applicable

Litigation

The Company is involved in various claims, disputes, and investigations conducted by regulatory bodies,

which arose during the normal course of business with numerous entities. Although the outflow of resources

and timing of these matters are uncertain, as of the reporting date, the Company believes the outcome will not

have a material impact on the financial position of the Company.

Debt guarantee

- Domestic: Not applicable

- Overseas:

(USD thousand)

Company

Relationship

Creditor

Guarantee

Transactions

Limit of

guarantee

Expiry date

Beginning of

period

Increase/

decrease

End of

period

SEA

Subsidiary

BOA etc.

Dec 16, 2026

1,278,000

SEM

Subsidiary

BBVA etc.

Dec 16, 2026

715,000

SAMCOL

Subsidiary

Citibank etc.

Dec 16, 2026

180,000

SEDA

Subsidiary

BRADESCO etc.

Dec 16, 2026

329,000

SECH

Subsidiary

Citibank etc.

Dec 16, 2026

64,000

SEPR

Subsidiary

BBVA etc.

Dec 16, 2026

150,000

SSA

Subsidiary

SCB etc.

Dec 16, 2026

286,000

SEMAG

Subsidiary

SocGen etc.

Dec 16, 2026

46,000

SETK

Subsidiary

BNP etc.

Dec 16, 2026

495,321

△

483,682

11,639

947,000

SETK-P

Subsidiary

BNP etc.

Dec 16, 2026

70,000

SECE

Subsidiary

Citibank

Dec 16, 2026

114,000

SEEG

Subsidiary

HSBC

Jun 13, 2026

85,000

SEIN

Subsidiary

BNP etc.

Nov 08, 2026

70,000

SJC

Subsidiary

Mizuho Bank etc.

Dec 16, 2026

809,211

SEUC

Subsidiary

Credit Agricole etc.

Nov 08, 2026

115,000

Samsung Electronics

Business

Report

198

SEDAM

Subsidiary

Citibank etc.

Dec 16, 2026

537,000

SECA

Subsidiary

BoA

Nov 08, 2026

72,000

SELA

Subsidiary

Citibank

Dec 16, 2026

90,000

SEEH

Subsidiary

HSBC etc.

Dec 16, 2026

938,400

SELV

Subsidiary

Citibank

Dec 16, 2026

10,000

SEIL

Subsidiary

Citibank

Dec 16, 2026

15,600

SAPL

Subsidiary

BOA etc.

Dec 16, 2026

404,000

SAVINA

Subsidiary

HSBC

Jun 13, 2026

51,000

SEV

Subsidiary

SEVT

Subsidiary

SEHC

Subsidiary

SCIC

Subsidiary

HSBC etc.

Dec 16, 2026

270,000

SESP

Subsidiary

SCB

Nov 08, 2026

30,000

SME

Subsidiary

SCB

Nov 08, 2026

110,000

SAMEX

Subsidiary

Citibank

Dec 16, 2026

5,000

SEASA

Subsidiary

Citibank

Dec 16, 2026

2,000

SSAP

Subsidiary

SCB

Nov 08, 2026

35,000

SEPM

Subsidiary

HSBC

Jun 13, 2026

35,000

SESAR

Subsidiary

HSBC

Jun 13, 2026

20,000

SEUZ

Subsidiary

Citibank

Dec 16, 2026

20,000

AdGear Technologies Inc.

Subsidiary

BOA

Nov 08, 2025

Harman International Industries, Inc.

Subsidiary

JP Morgan

Jun 13, 2026

100,000

Harman International Japan Co., Ltd.

Subsidiary

MUFG

Nov 08, 2026

25,000

Harman Holding Limited

Subsidiary

HSBC

Jun 13, 2026

30,000

Harman do Brasil Industria Eletronica e

Participacoes Ltda.

Subsidiary

SocGen

Nov 08, 2026

15,000

Harman da Amazonia Industria Eletronica e

Participacoes Ltda.

Subsidiary

Harman International Industries Limited

Subsidiary

HSBC

Jun 13, 2026

30,000

SDN

Subsidiary

SIEL

Nov 24, 2027

497,067

△

23,635

473,432

556,979

SAS

Subsidiary

Epcor

The date of

debt expiration

275,000

SEA

Subsidiary

US Government

The date of

debt expiration

6,435,000

Total

992,388

△

507,317

485,071

15,370,190

※ On a consolidated basis. Debt guarantees for SDN are provided by Samsung Display Co., Ltd. and SAS by SEA, respectively.

※ SEC requires Board approval for individual guarantees exceeding 2.5% of total equity. When the guarantee amount is between 0.1% and/or

less than 2.5%, the approval decision is delegated to the Management Committee. Samsung Display Co., Ltd requires Board approval for

individual guarantees over KRW 10,000 million.

※

SEC claims fees on the debt guarantees based on the maturity date of each debt guarantee, general loan interest rate, and other conditions.

In 2025, the Company claimed approximately USD 1,199,000 in fees, which had not yet been collected as of the end of 2025. Meanwhile,

Samsung Display Co., Ltd. claimed approximately USD 2,841,000 in fees from SDN, which had not yet been collected as of the end of 2025.

※

SEA's US. Government debt refers to a payment guarantee contract by the parent company for the amount that SAS must return to the U.S.

Department of Commerce in case of non-compliance with the semiconductor subsidy agreement.

Refer to the notes to the consolidated financial statements for the information on contingent liabilities.

(4) Other matters requiring attention in relation to the use of the financial statements

A. Emphasis of matter and key audit matter in independent auditor’s report

Period

Emphasis of matter

Key audit matter

2025

Not applicable

(Consolidated financial statement)

1. Assessment of depreciation commencement date of assets under construction

2. Accuracy and completeness of sales deduction related to sales promotion activities

of products

(Separate financial statement)

1. Assessment of depreciation commencement date of assets under construction

2. Accuracy and completeness of sales deduction related to sales promotion activities

of products

2024

Not applicable

(Consolidated financial statement)

1. Assessment of depreciation commencement date of assets under construction

Samsung Electronics

Business

Report

199

2. Accuracy and completeness of sales deduction related to sales promotion activities

of products

(Separate financial statement)

1. Assessment of depreciation commencement date of assets under construction

2. Accuracy and completeness of sales deduction related to sales promotion activities

of products

2023

Not applicable

(Consolidated financial statement)

1. Valuation of memory semiconductor inventory at net realizable value

2. Accuracy and completeness of sales deduction related to sales promotion activities

of products

(Separate financial statement)

1. Valuation of memory semiconductor inventory at net realizable value

2. Accuracy and completeness of sales deduction related to sales promotion activities

of products

B. Allowance for bad debt

The allowances for bad debt by account over the past 3 years are as follows:

(KRW mil, %)

Period

Account

Receivables amount

Allowance amount

Allowance

2025

Trade receivables

51,702,078

574,436

1.1%

Short-term loans

19,121

279

1.5%

Other receivables

7,522,132

40,805

0.5%

Advances

1,500,422

5,227

0.3%

Trade receivables (long-term)

464,435

313

0.1%

Other receivables (long-term)

830,274

1,510

0.2%

Advances (long-term)

4,026,670

9,170

0.2%

Long-term loans

136,703

898

0.7%

Total

66,201,835

632,638

1.0%

2024

Trade receivables

44,044,074

421,001

1.0%

Short-term loans

119,558

94,051

78.7%

Other receivables

9,707,716

84,742

0.9%

Advances

1,366,329

4,573

0.3%

Trade receivables (long-term)

27,641

0.0%

Other receivables (long-term)

784,030

203

0.0%

Advances (long-term)

5,997,761

6,802

0.1%

Long-term loans

141,149

911

0.6%

Total

62,188,258

612,285

1.0%

2023

Trade receivables

37,002,849

355,456

1.0%

Short-term loans

21,279

204

1.0%

Other receivables

6,715,263

82,015

1.2%

Advances

994,525

3,316

0.3%

Trade receivables (long-term)

23,889

0.0%

Other receivables (long-term)

759,704

209

0.0%

Advances (long-term)

4,964,481

9,255

0.2%

Long-term loans

239,149

77,608

32.5%

Total

50,721,139

528,063

1.0%

※ Based on consolidated financial statements

※ Receivables amount represents the value after deducting present value discount.

Samsung Electronics

Business

Report

200

Allowance for bad debt by year

(KRW mil)

2025

2024

2023

1. Allowance for bad debt

(beginning balance)

612,285

528,063

406,677

2. Net bad debt expense (

①

－

②

③

)

150,107

△

22,558

14,647

①

Bad debt expense, etc (Write-off)

142,603

10,834

19,179

②

Bad debt recovered

③

Others

7,504

△

33,392

△

4,528

3. Bad debts expense

170,460

61,664

136,033

4. Allowance for bad debts

(Ending balance)

632,638

612,285

528,063

※

Based on consolidated financial statements.

The guideline for bad debt allowances for trade receivables

(1) Calculation of bad debt allowance



Bad debt allowance is calculated using an expected credit loss impairment model which is based on write-off

experience rate and future expected bad debt amount.

(2) Calculation basis of write-off experience rate and future expected bad debt:



Write-off experience rate for each aging group of receivables is calculated based on the actual rate of credit losses

to three-year average receivables balance.



Future expected bad debt is determined taking into consideration cases of debtor bankruptcy, compulsory

execution, death, disappearance, credit information of debtor and forward-looking information.

[Bad debt allowance by circumstance]

Circumstance

Rate of allowance

Dispute or conflict

25%

Receivable through utilization of third-party collection agency

50%

Receivable under litigation

75%

Customer filed or in the process of filing bankruptcy

100%

(3) Instruction: Write-off is recorded when trade receivables contain the following characteristics:

ㆍ

Objective proof of bad debts, such as bankruptcy, compulsory execution, discontinuance of business, debtor’s

death or disappearance

ㆍ

Legal action has failed or the right of collection has been extinguished.

ㆍ

When the third party collection agency notifies that collection is not possible.

ㆍ

When the collateral is sold or insurance is received.

ㆍ

When collection expense exceeds receivables amount.

The outstanding period of trade receivables

(Reporting Date: December 31, 2025)

(KRW mil, %)

Less than

6 months

6 months ~

1 year

1 year ~

3 years

More than

3 years

Total

Amount

51,916,017

13,934

133,742

102,820

52,166,513

Samsung Electronics

Business

Report

201

(Reporting Date: December 31, 2025)

(KRW mil, %)

Less than

6 months

6 months ~

1 year

1 year ~

3 years

More than

3 years

Total

Ratio

99.5%

0.0%

0.3%

0.2%

100.0%

※ Base on consolidated financial statements

※ Receivables amount represents the value after deducting present value discount.

C. Inventory

- The inventory status by Division over the last three years is as follows:

(KRW mil, %)

※

Based on consolidated financial statements

Inventory counts

(1) Inspection date

ㆍ

End of May and November (twice a year)

Division

Category

2025

2024

2023

Note

Finished goods

7,435,663

7,198,304

7,229,898

Work in process

1,059,652

1,130,657

967,513

Raw material

10,735,674

10,352,671

9,608,619

Material in transit

1,157,612

1,231,092

1,014,420

Total

20,388,601

19,912,724

18,820,450

Finished goods

3,308,507

5,394,407

6,476,768

Work in process

22,074,106

21,091,920

20,961,730

Raw material

3,376,739

3,134,003

3,484,046

Material in transit

46,567

68,244

76,226

Total

28,805,919

29,688,574

30,998,770

SDC

Finished goods

491,293

458,697

284,394

Work in process

630,600

151,553

296,788

Raw material

847,793

575,119

564,573

Material in transit

11,080

15,672

6,509

Total

1,980,766

1,201,041

1,152,264

Harman

Finished goods

1,122,098

916,269

725,484

Work in process

117,851

108,241

104,514

Raw material

855,096

680,564

700,011

Material in transit

382,940

401,238

319,785

Total

2,477,985

2,106,312

1,849,794

Total

Finished goods

12,279,101

13,842,276

14,553,014

Work in process

23,776,930

22,340,482

22,198,448

Raw material

15,271,612

14,146,279

13,697,354

Material in transit

1,309,185

1,425,828

1,177,058

Total

52,636,828

51,754,865

51,625,874

Inventory ratio (%)

[Inventory ÷ Total Assets]

ⅹ

100

9.3%

10.1%

11.3%

Inventory turnover (x)

[ Yearly COGS ÷ {(Beginning inventory + Ending

inventory)÷2}]

3.9

3.6

3.5

Samsung Electronics

Business

Report

202

ㆍ

For the difference between the inspection date and year-end, the Company verifies receiving and shipping of

inventory during the period thereby confirming existence of inventory on the reporting date.

(2) Inspection method

ㆍ

Internal warehouse: Closed & entire quantity inspection

※

Sample tests on semi-conductor and display panel in the production lines and SVC materials in automated warehouses

ㆍ

Outside warehouse

Conduct both sample tests and total inspections on third-party inventory and inventory-in-transit by requiring

their custodians to submit confirmation documents

ㆍ

External auditors join and observe the inspection and carry out sample tests to confirm the existence and

completeness.

※

For the HQ, the most recent inventory inspection was conducted from Nov 28 to Dec 2, 2025, and the subsidiaries

conducted the inventory inspection during the same period as HQ.

Inventory aging and valuation

Inventory is recognized at the lower of cost or net realizable value. Inventory as of December 31, 2025 are as follows:

(

KRW mil

)

Category

Acquisition cost

Inventory valuation reserve

Balance

Note

Finished goods

13,982,644

△

1,703,543

12,279,101

Work in process

26,775,342

△

2,998,412

23,776,930

Raw material

16,411,422

△

1,139,810

15,271,612

Material in transit

1,309,185

Total

58,478,593

△

5,841,765

52,636,828

※

Based on consolidated financial statements

D. Supply contracts

As of December 31, 2025, there is no long-

term agreement that has a material impact on the Company’s financial

statements.

E. Fair value estimation

Refer to 3. Financial

Instruments by Category and 25. Financial Risk Management in

『Ⅲ

. Financial Affairs

』

Samsung Electronics

Business

Report

203

Ⅳ. Management Discussion and Analysis

1. Note on forward-looking statements

This report includes forward-looking statements that relate to future events and can be generally identified by phrases

containing words such as “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or

phrases of similar meaning. These forward-looking statements are not guarantees of future performance and may involve

known and unknown risks, uncertainties and other factors that may affect our actual results, performance, achievements

or financial position, making them materially different from the actual future results, performance, achievements or

financial position expressed or implied by these forward-looking statements. Unless otherwise specified, all data

presented in this report is from our consolidated financial statements.

Uncertain events that could positively or negatively affect the Company’s management condition and financial

performance include, but are not limited to:

•

Trends of financial markets domestically and abroad, including changes in exchange rates and interest rates

•

The Company’s strategic decision making, including disposals and purchases of businesses

•

Unexpected sudden changes in core businesses such as DX and DS Divisions, SDC, and Harman

•

Other changes domestically and abroad that can affect management condition and financial performance

Please note that due to the aforementioned uncertainties, the Company’s actual future performance may differ materially

from the contents explicitly or implicitly included in forecast information.

The Company assumes no obligation to revise or update this report to reflect risks or uncertainties that arise after the

reporting period.

2. Overview

In 2025, the global economy faced heightened uncertainties driven by shifts in the AI technologies, the spread of

protectionist trade policies, and increased foreign exchange rate volatility. Against this backdrop, the Company

recorded total revenue of 334 trillion won and operating profit of 44 trillion won on a consolidated basis; and total

revenue of 238 trillion won and operating profit of KRW 24 trillion won on a separate basis.

The financial structure has remained solid, with a debt-to-equity ratio of 29.9%, an equity-to-asset ratio of 77.0%, and

return on equity of 10.8% on a consolidated basis; and respective figures of 41.1%, 70.9%, and 13.7% on a separate

basis. The Company’s brand value in 2025 reached USD 90.5 billion, ranking 5th among all global peers (based on

Interbrand’s announcement in October 2025).

The Company, integrating AI technology across a diverse product lineup, launched the Galaxy S25 series, Galaxy Z

Fold7, and Galaxy Z Flip7. Through 'Vision AI', Samsung is delivering personalized display experiences and further

strengthening its industry leadership. In the semiconductor business, the Company is proactively addressing growing

demand for high value-added products such as HBM4 and DDR5.

In 2026, we expect to face continued challenges in the economic landscape, including heightened trade barriers and

continued foreign exchange and interest rate volatility. In particular, competition is expected to intensify as AI

technologies become deeply embedded across industries. These changes present both opportunities to grow and

challenges to overcome: the Company will focus its capabilities on securing a foundation for growth by responding

swiftly to market changes through continuous technological innovation.

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3. Financial position and performance(consolidated)

A. Financial position

(KRW mil)

Classification

2025

2024

Increase/decrease

Change

Current assets

247,684,612

227,062,266

20,622,346

9.1%

- Cash and cash equivalents

57,856,378

53,705,579

4,150,799

7.7%

- Short-term financial instruments

67,965,021

58,909,334

9,055,687

15.4%

- Other current financial assets

25,715

36,877

-11,162

-30.3%

- Trade and other receivables

51,127,642

43,623,073

7,504,569

17.2%

- Inventories

52,636,828

51,754,865

881,963

1.7%

- Other current assets

18,073,028

19,032,538

-959,510

-5.0%

Non-current assets

319,257,498

287,469,682

31,787,816

11.1%

- Other non-current financial assets

17,575,506

11,756,681

5,818,825

49.5%

- Associates and joint ventures

13,772,121

12,592,117

1,180,004

9.4%

- Property, plant and equipment

215,304,784

205,945,209

9,359,575

4.5%

- Intangible assets

29,480,565

23,738,566

5,741,999

24.2%

- Other non-current assets

43,124,522

33,437,109

9,687,413

29.0%

Total assets

566,942,110

514,531,948

52,410,162

10.2%

Current liabilities

106,411,348

93,326,299

13,085,049

14.0%

Non-current liabilities

24,210,425

19,013,579

5,196,846

27.3%

Total liabilities

130,621,773

112,339,878

18,281,895

16.3%

Equity attributable to owners of the parent

424,313,255

391,687,603

32,625,652

8.3%

Non-controlling interest

12,007,082

10,504,467

1,502,615

14.3%

Total equity

436,320,337

402,192,070

34,128,267

8.5%

Total liabilities and equity

566,942,110

514,531,948

52,410,162

10.2%

Capital adequacy ratio

77.0%

78.2%

-1.2%p

Debt-to-equity ratio

23.9%

27.9%

2.0%p

Inventory turnover

3.9

3.6

0.3

*2025 figures are based on consolidated financial statements prior to approval at the AGM.

* If the agenda item related to the approval of financial statements is rejected or adjusted at the AGM, the details will be published in future reports.

Samsung Electronics’ total assets in 2025 were KRW 566.9421 trillion, an increase of KRW 52.4102 trillion (10.2%)

from the previous year. The increase is mainly attributable to liquid assets, including short-term financial products,

which increased by KRW 20.6223 trillion, and to an increase in tangible assets caused by facility investments worth

KRW 9.3596 trillion for the semiconductor and DP businesses.

Total liabilities were KRW 130.6218 trillion, an increase of KRW 18.2819 trillion (16.3%) from the previous year. This

includes an increase of KRW 13.085 trillion (14.0%) in current liabilities and an increase of KRW 5.1968 trillion (27.3%)

in non-current liabilities. Total equity was KRW 436.3203 trillion, an increase of KRW 34.1283 trillion (8.5%) from the

previous year.

In terms of financial ratios, the Company maintained a sound financial structure as the capital adequacy ratio decreased

by 1.2%pts from the previous year to 77.0% and the debt-to-equity ratio increased by 2.0%pts from the previous year

to 29.9%.

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B. Performance

(KRW mil)

Classification

2025

2024

Increase/decrease

Change

Sales

333,605,938

300,870,903

32,735,035

10.9%

Cost of sales

202,235,513

186,562,268

15,673,245

8.4%

Gross profit

131,370,425

114,308,635

17,061,790

14.9%

Selling and administrative expenses

87,769,374

81,582,674

6,186,700

7.6%

Operating profit

43,601,051

32,725,961

10,875,090

33.2%

Other income

2,267,083

1,960,338

306,745

15.6%

Other expenses

1,575,901

1,625,229

-49,328

-3.0%

Equity-method valuation gains

682,700

751,044

-68,344

-9.1%

Financial income

16,240,302

16,703,304

-463,002

-2.8%

Financial expenses

11,733,764

12,985,684

-1,251,920

-9.6%

Income before income tax expense

49,481,471

37,529,734

11,951,737

31.8%

Income tax expense

4,274,666

3,078,383

1,196,283

38.9%

Net income

45,206,805

34,451,351

10,755,454

31.2%

Equity attributable to owners of the parent

44,260,956

33,621,363

10,639,593

31.6%

Non-controlling interests

945,849

829,988

115,861

14.0%

* 2025 figures are based on consolidated financial statements prior to approval at the AGM.

* If the agenda item related to the approval of financial statements is rejected or adjusted at the AGM, the details will be published in future reports.

For the full year in 2025, compared to last year, revenue increased by KRW 32.735 (10.9%) trillion to KRW 333.6059

trillion, and operating profit increased by KRW 10.8751 trillion (33.2%) to KRW 43.6011 trillion. Compared to last year,

income before income taxes increased by KRW 11.9517 trillion (31.8%) to KRW 49.4815 trillion, and net income

increased by KRW 10.7555 trillion (31.2%) to KRW 45.2068 trillion.

We continued to maintain a sound financial structure, highlighted by an increase in ROE of 1.8%pts to 10.8%, and an

increase in net profit ratio of 2.1%pts to 13.6%.

[Performance by division]

(KRW mil)

Classification

Division

2025

2024

Change

Amount

(%)

Revenue

DX Division

187,967,346

56.3%

174,887,683

58.1%

13,079,663

7.5%

DS Division

130,128,162

39.0%

111,065,950

36.9%

19,062,212

17.2%

SDC

29,841,661

8.9%

29,157,820

9.7%

683,841

2.3%

Harman

15,783,325

4.7%

14,274,930

4.7%

1,508,395

10.6%

Overall revenue

333,605,938

100.0%

300,870,903

100.0%

32,735,035

10.9%

Operating profit

DX Division

12,852,650

29.5%

12,439,897

38.0%

412,753

3.3%

DS Division

24,858,075

57.0%

15,094,486

46.1%

9,763,589

64.7%

SDC

4,116,308

9.4%

3,733,429

11.4%

382,879

10.3%

Harman

1,531,094

3.5%

1,307,580

4.0%

223,514

17.1%

Overall operating profit

43,601,051

100.0%

32,725,961

100.0%

10,875,090

33.2%

* Includes inter-divisional revenue and operating profit.

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(DX Division)

In the DX Division in 2025, compared to last year, revenue increased by KRW 13.0797 trillion (7.5%) to KRW 187.9673

trillion, operating profit increased by KRW 0.4128 trillion (3.3%) to KRW 12.8527 trillion.

Growth in the VD/DA businesses is centered on premium TVs, such as Neo QLED, micro LED and OLED that

incorporate AI technology, and AI home appliances that provide differentiated user experiences.

The Visual Display business, under its vision

of ‘Screens

Everywhere, Screens

For All,’ is expanding

its share of the

premium market by broadening its lineup of ultra-large TVs (100- and 115-inch) and Micro LED products (101-, 114-,

and 144-inch). In addition, through Vision AI, we are expanding the role of TVs by providing personalized experiences,

including real-time translation during viewing and background powered by generative AI.

Backed by such innovations and stable supply chain operations, Samsung has remained atop the global TV market for

20 consecutive years, spanning from 2006 to 2025.

In the Digital Appliance Business, we continue to launch products and services that not only offer advanced functions

based on highly-efficient, eco-friendly technologies, but also increase convenience in our consumers’ lives, leveraging

our deep understanding of our consumers’ changing life patterns. We are also offering differentiated user experience

with AI appliances that connect various devices as well as a suite of services centering on Bixby and SmartThings.

In 2026, the Company will lead the market with strengthened market and consumer research and launches of innovative

products. Furthermore, we will provide new experiences through further advancement of AI functionalities and continue

to grow as a global HVAC leader, leveraging the acquisition of FlaktGroup.

The MX business strengthened its leadership in the mobile AI market through the introduction of Galaxy AI and the

expansion of flagship product sales, driving year-on-year revenue growth. Across diverse form factors—including

Galaxy S25, Galaxy Z Fold7, and Flip7—we are delivering personalized AI experiences and rich multimodal

interactions. We are also enriching the mobile experience through Galaxy ecosystem products, such as tablets,

watches, smart rings, and wireless earphones.

We are providing multi-device experiences through services—such as Samsung Wallet, Samsung Health, and Bixby—

while diversifying our revenue structure through strategic partnerships and our global service business.

In 2026, we plan to deepen our market and customer research and lead the mobile market by launching innovative

products. Through the Galaxy S26 series, we will deliver next-generation AI experiences and push AI capabilities

forward to create new value for customers.

(DS Division)

For 2025, the DS Division returned to profit, with revenue increasing by KRW 19.0622 trillion (17.2%) to KRW

130.1282 trillion and operating profit by KRW 9.7636 trillion to 24.8581 trillion.

The Memory business has seen sustained demand strength centered on server products, driven by expanded AI-related

investments from data center companies and resulting in tight supply and demand dynamics overall. Strong AI-driven

demand is expected to continue into 2026. In particular, alongside the full-scale expansion of the high-performance

HBM4 market, the introduction of PCIe Gen6 SSD—specifically KV SSDs for AI Inference—is expected to drive

increased demand for high-performance TLC. However, a potential decline in PC and mobile shipments due to rising

memory prices warrants continued monitoring.

For DRAM, we plan to proactively address customer demand by expanding timely supply of competitive HBM4 to the

market. We will also continue growing the sales proportion of high-value-added products linked to AI demand, such as

high-capacity DDR5, SOCAMM2, and GDDR7. For NAND, we will address growing demand for high-capacity server

SSDs and maintain market leadership through V9 high-performance products, in line with the expansion of the PCIe

Gen6 server market.

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The Foundry business is expected to simultaneously experience revenue growth from advanced nodes and continued

price competition in mature nodes. We are bolstering our competitiveness through comprehensive measures across all

business areas in response to market changes. For advanced nodes, we are focused on stabilizing mass production yields

while advancing the timely development of new processes to attract a broader customer base and secure mid-to-long-

term demand. For mature nodes, we are expanding applications and diversifying our business through enhanced process

and product portfolios, while improving profitability through a higher portion of high-value-added products.

Amid the uncertain external environment, the System LSI business aims to capitalize on the growing mid- to long-

term demand driven by AI growth. We will position ourselves for the future market by improving our profit structure

through expanded high-value-added orders and diversified applications.

(SDC)

Compared to the prior year, SDC’s revenue increased by KRW 683.8 billion (5.9%) to KRW 29.8417 trillion; and its

operating profit increased by KRW 382.9 billion (10.3%) to KRW 4.1163 trillion.

The mobile display business has solidified its leadership in the smartphone panel market through differentiated

technologies and performance, while continuing to diversify its applications across IT, Auto, and other segments,

further strengthening its customer base and product portfolio.

The large display business expanded sales of TV and monitor products by leveraging the superior performance of QD-

OLED, further solidifying its position in the premium market. In 2026, we will continue launching differentiated new

products to diversify our revenue structure and strengthen business portfolio stability.

(Harman)

Harman’s revenue in 2025 increased by KRW 1.5084 trillion (10.6%) year-on-year to KRW 15.7833 trillion, and its

operating profit increased by KRW 223.5 billion (17.1%) to KRW 1.5311 trillion.

Harman has sustained solid growth momentum in automotive components and consumer audio, while expanding its

business capabilities through convergence with mobile, IT, display, and semiconductor technologies across business

lines.

At the forefront of auto components market, Harman supplies innovative technology products to automakers while

maintaining quality standards aligned with its premium brand positioning. In particular, in the infotainment segment,

Harman proactively adapted to the full-scale transition from IVI (in-vehicle infotainment) to digital cockpit, securing a

leading market position. In TCUs (telematics control units), we are leading technological development, having secured

the first TCU order in 5G industry. As automobiles are evolving into SDVs (software-defined vehicles) through the

integration of IT technologies and software, the automotive components market is also expected to shift toward a CCU

architecture that integrates digital cockpits and ADAS.

Harman’s consumer audio brand has built a strong reputation through technological inn

ovation, and JBL has

maintained its position at the top of the global Bluetooth speaker market since 2015. Additionally, technologies from

Sound United

—

a strategic acquisition

—

and premium brands such as B&W, Denon, and Marantz will generate

synergies across business sectors and continue to lead the industry.

C. New and closed businesses

Not Applicable

D. Changes in organizational structure

In December 2021, the Company merged and restructured the CE and IM Divisions to form the DX Division and

renamed the Mobile Communications Business to the MX Business. Also, SDC and the DS Division have been separated

to align with the corporate organizational structure.

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As of December 2021

Before

After

Business

organization

CE Division (Visual Display, Digital Appliances, Health & Medical

Equipment)

DX Division (Visual Display, Digital Appliances, Health & Medical

Equipment, Mobile eXperience, Network)

IM Division (Mobile, Network)

DS Division (Memory, System LSI, Foundry, Display Panel)

DS Division (Memory, System LSI, Foundry)

SDC (Display Panel)

Harman Division

Harman

Regional

headquarters

Korea, North America, Latin America, Europe, CIS, Southwest Asia,

Southeast Asia, China, Middle East, Africa

Korea, North America, Latin America, Europe, CIS, Southwest Asia,

Southeast Asia, China, Middle East, Africa

Americas (DS), Europe (DS), China (DS), Southeast Asia (DS), Japan

(DS)

Americas (DS), Europe (DS), China (DS), Southeast Asia (DS), Japan

(DS)

E. Foreign exchange risk

The Company experiences currency gains and losses based on the different functional currency of each entity due to

global operations. As such, the Company is exposed to foreign currency volatility from exchange positions of currencies,

especially related to the US dollar, and Euro.

Closing rate end at year-end by currency

(KRW)

Currency

2025

2024

Change

Change (%)

USD

1,434.90

1,470.00

-35.10

-2.4%

EUR

1,685.72

1,528.73

156.99

10.3%

The foreign currency exposure to financial assets and liabilities of a 5% currency rate change against the Korean won

(before income tax) are presented below:

(KRW mil)

Currency

December 31, 2025

December 31, 2024

Increase

Decrease

Increase

Decrease

USD

435,059

-435,059

365,273

-365,273

EUR

62,325

-62,325

88,649

-88,649

To minimize foreign exchange risk arising from operating activities, the Company maintains the same level of equity

and liability in each currency. To minimize foreign exchange positions, the Company’s foreign exchange management

policy requires normal business transactions (including imports and exports) as well as financing transactions (such as

deposits/borrowings) to be in the functional currency or for the cash-in currency to be matched up with the cash-out

currency. However, when some foreign exchange positions arise, the impact of foreign exchange fluctuation is to be

mitigated through measures such as bond sales and forward exchanges. While such means can reduce foreign exchange

risk, they can’t remove the risk entirely. The company regularly monitor and assess the foreign exchange risk to

efficiently manage the risk and strictly prohibit speculative foreign exchange transactions.

F. Recognition of asset impairment loss

The Company conducts an annual review on asset impairment of individual assets (including goodwill) or CGUs (cash

generating unit). The recoverable amount of a CGU is based on the calculation of value in use, and the value in use is

calculated using a BTCF (before tax cash flow) assumption that based on the financial budget for the next five years (or

longer if mid- to long-term plans for new businesses with emerging technologies are deemed appropriate) approved by

the management committee. In calculating terminal-year cash flow for period that exceeds the term, assumption of fixed

average growth (does not exceed industry average) was used.

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Impairment losses are recognized to the extent the carrying amount exceeds the recoverable amount of a CGU. The

recoverable amount is determined by choosing the greater figure between the use-value and fair-value, which deducts

the disposal amount per cost. Recognized impairment gains or losses reached KRW 58.9 billion for tangible assets and

KRW 271.3 billion for intangible assets.

Refer to

『

3. Notes to consolidated financial statements

』

『

III. Financial Affairs

』

and

『

B. Equity

Investments in other corporations

』

『

IX. Affiliates and Subsidiaries

』

for more details about asset impairment

loss.

4. Liquidity, financing, and expenditure

Liquidity risk refers to the possibility of a company having difficulties in fulfilling its obligations related to financial

liabilities. Our main sources of liquidity are cash generated by business operations and funds procured from capital

market and financial institutions. The main demands on our liquidity include investment for production and R&D,

working capital, and dividend payouts. The nature of our business requires making large investments, so maintaining an

adequate level of liquidity risk is crucial. The Company maintains and manages an adequate level of liquidity by

estimating required cash, managing income and expenses, and others.

The Company effectively manages its liquidity risk by periodically forecasting projected cash flows and by utilizing

regional cash pooling, which allows for the use of internal funds when an entity in a region lacks liquidity. The cash-

pooling program allows sharing of surplus funds among entities and contributes to minimizing liquidity risk and

reducing capital operation expenses and financial expenses.

In addition, the Company’s headquarters provides payment guarantees to overseas subsidiaries to secure credit limit to

brace for potential large-scale liquidity needs. As of end of 2025, our investment ratings from international rating

agencies Moody’s and S&P are Aa2 and AA-, respectively, allowing us to raise capital in the capital market in a timely

manner.

A. Current status of liquidity

In 2025, the Company has ample liquidity, and its cash coverage (liquid funds/borrowings) is 499%.

2025

2024

Cash coverage (liquid funds/borrowings)

499%

583%

(KRW mil)

Classification

2025

2024

Change

Liquid funds

Cash and cash equivalents

57,856,378

53,705,579

4,150,799

Short-term financial instruments

67,965,021

58,909,334

9,055,687

Financial assets at fair value through profit or loss

25,715

36,877

-11,162

Total financial assets

125,847,114

112,651,790

13,195,324

Borrowings

Short-term borrowings

17,574,980

13,172,504

4,402,476

Current portion of long-term liabilities

1,177,508

2,207,290

-1,029,782

Debentures

7,134

14,530

-7,396

Long-term borrowings

6,479,517

3,935,860

2,543,657

Total financial liabilities

25,239,139

19,330,184

5,908,955

Net cash (liquid funds – borrowings)

100,607,975

93,321,606

7,286,369

Current portion of long-term liabilities is current portion of long-term borrowings and current portion of debentures

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As of the end of 2025, the Company had KRW 125.8471 trillion of liquid funds. These liquid funds include: i) cash and

cash equivalents; ii) short-term financial instruments; and iii) financial assets at fair value through other comprehensive

income. This balance increased by KRW 13.1953 trillion from KRW 112.6518 trillion at the end of the previous year.

The Company’s borrowings (including debentures) are KRW 25.2391 trillion, an increase of KRW 5.909 trillion from

KRW 19.3302 trillion at the end of the previous year.

The Company’s liquidity includes an inflow of KRW 85.3151 trillion in cash flows from operating activities and an

outflow of KRW 52.1531 trillion in acquisition of tangible and intangible assets, and KRW 9.8972 trillion in dividends.

The Company’s net cash (liquid funds – borrowings) in 2025 is KRW 100.608 trillion, which is an increase of KRW

7.2864 trillion from KRW 93.3216 trillion at the end of the previous year.

B. Financing and expenditures

(Borrowings)

As of December 31, 2025, the Company’s borrowings (including debentures) are presented below:

(KRW mil)

Classification

Creditor

Annual interest rate (%)

2025

2024

Short-term borrowings

Collateralized borrowings

Woori Bank, etc.

1.2~16.5

17,411,670

12,834,446

Non-collateralized borrowings

CitiBank, etc.

0.0~33.1

163,310

338,058

Total short-term borrowings

17,574,980

13,172,504

Liquid long-term borrowings

Bank borrowings

BNP, etc.

4.4

1,977

510,756

Capital lease liabilities

CSSD, etc.

4.8

1,168,437

1,100,526

Total liquid long-term borrowings

1,170,414

1,611,282

Long-term borrowings

Bank borrowings

0.0~7.4

2,806,014

6,537

Capital lease liabilities

CSSD, etc.

4.8

3,673,503

3,929,323

Total long-term borrowings

6,479,517

3,935,860

(KRW mil)

Classification

Issuance date

Maturity date

Annual interest rate

(%)

2025

2024

USD denominated

Straight Bonds

1997.10.02

2027.10.01

7.7

14,349

(USD 10,000,000)

22,050

(USD 15,000,000)

USD denominated

Debenture Bonds

2015.05.11

2025.05.15

4.2

588,000

(USD 400,000,000)

Sub Total

14,349

610,050

Premium on bonds payable (discount on bonds payable)

-122

488

Total

14,227

610,538

Deduction: Current debentures

-7,093

-596,008

Non-current debentures

7,134

14,530

(Borrowings and payment of borrowings)

The Company’s short-term borrowing increases or decreases depending on the discount amount of trade receivables. In

2025, short-term borrowing increased by KRW 4.4025 trillion, while KRW 1.5071 trillion of long-term borrowing

increased due to increased capital lease liabilities.

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(Plan for payment of borrowings)

(KRW mil)

Year of payment

Amount of payment

2026

18,948,806

2027

1,006,647

2028

783,444

2029

582,561

2030~

1,819,149

Total

23,140,607

* Amount calculated excluding bond discount, premium on bonds payable, and present value of bonds payable discount

(Compliance to bond management contract conditions)

The Company’s bonds are subject to conditions to protect investors such as constraint on collateral, constraint on

disposal of assets, etc., and the Company complies with these conditions.

5. Off-balance sheet activities

Refer to

『

3. Notes to consolidated financial statements

』

and

『

5. Notes to non-consolidated financial statements

』

『Ⅲ

. Financial Affairs

』

6. Other information for investment decision making

A. Significant accounting policies and estimation

The Company applied the following amended standards for the first time for the annual reporting period commencing

on January 1, 2025:

Amendments to Korean IFRS 1021, "Exchange Rate Effects"

The amendments clarify the reporting of foreign currency transactions in the functional currency when the foreign

exchange market is not functioning normally and the conversion of the functional currency of an overseas operation into

the parent company's presentation currency. To achieve this, the amendments add provisions for evaluating the

exchangeability between the two currencies. Additionally, they introduce guidelines for estimating the applicable spot

exchange rate if it is determined that exchangeability between the two currencies is lacking. The adoption of these

amendments does not have a significant impact on the Company's financial statements.

B. Matters Related to Environment and Employees

For details regarding environmental sanctions or administrative actions, please refer to section "XI. Other Matters

Necessary for Investor Protection" under "3. Matters Related to Sanctions, etc." There have been no significant changes

related to employees, including major key personnel movements, during the current period.

C. Regulatory Matters

For information on major regulatory contents related to the Company's business, please refer to section "XI. Other

Matters Necessary for Investor Protection" under "3. Matters Related to Sanctions, etc."

D. Policies on Derivative Products and Risk Management

To manage foreign exchange rate risk, overseas subsidiaries hedge foreign currency positions that are not in their

functional currency by trading currency forward (Currency Forward) products.

For details on the Company's major derivative products and risk management policies, please refer to section "II.

Business Overview" under "5. Risk Management and Derivative Transactions" and section "III. Financial Information"

under "3. Notes to Consolidated Financial Statements."

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Ⅴ. Auditor’s Report

1. Matters related to external Audit

A. Auditer’s opinion

Samjong KPMG conducted audit on the consolidated/separate financial statements of the Company for the year ended

December 31, 2023, 2024 and 2025 with unqualified opinions.

All of the Company’s subsidiaries received unqualified opinions for the disclosure periods.

Period

end

Company

Auditor

Audit

Opinion

Emphasis of

Matter

Key Audit Matter(s)

Dec 31,

2025

Samjong

KPMG

N/A

(Consolidated financial statement)

1. Assessment of depreciation commencement date of assets under construction

2. Accuracy and completeness of sales deduction related to sales promotion activities of products

(Separate financial statement)

1. Assessment of depreciation commencement date of assets under construction

2. Accuracy and completeness of sales deduction related to sales promotion activities of products

Dec 31,

2024

Samjong

KPMG

N/A

(Consolidated financial statement)

1. Assessment of depreciation commencement date of assets under construction

2. Accuracy and completeness of sales deduction related to sales promotion activities of products

(Separate financial statement)

1. Assessment of depreciation commencement date of assets under construction

2. Accuracy and completeness of sales deduction related to sales promotion activities of products

Dec 31,

2023

Samjong

KPMG

N/A

(Consolidated financial statement)

1. Assessment of depreciation commencement date of assets under construction

2. Accuracy and completeness of sales deduction related to sales promotion activities of products

(Separate financial statement)

1. Assessment of depreciation commencement date of assets under construction

2. Accuracy and completeness of sales deduction related to sales promotion activities of products

※

Audit opinion on both separate and consolidated financial statements.

[Audit Contract Description]

(KRW mil)

Fiscal Period

Auditor

Description

Contract

Actual

Audit

fee

Total

Hours

Fee

Claimed

Hours

spent

Year ended

Dec 31, 2025

Samjong

KPMG

- Review of the interim separate/consolidated financial statements

- Audit of separate/consolidated financial statements

- Audit of separate/consolidated Internal Control over Financial Reporting

8,100

81,000

8,100

80,540

Year ended

Dec 31, 2024

Samjong

KPMG

- Review of the interim separate/consolidated financial statements

- Audit of separate/consolidated financial statements

- Audit of separate/consolidated Internal Control over Financial Reporting

7,800

78,000

7,800

76,830

Year ended

Dec 31, 2023

Samjong

KPMG

- Review of the interim separate/consolidated financial statements

- Audit of separate/consolidated financial statements

- Audit of separate/consolidated Internal Control over Financial Reporting

7,800

85,700

7,800

85,036

< Review plan for the period ended December 31, 2025>

Review Period

Planned Dates

2025 1Q

Pre-review

Mar 10, 2025 ~ Mar 28, 2025

Review

Apr 7, 2025 ~ May 14, 2025

2025 2Q

Pre-review

Jun 9, 2025 ~ Jun 27, 2025

Review

Jul 7, 2025 ~ Aug 13, 2025

Samsung Electronics

Business

Report

213

2025 3Q

Pre-review

Sep 8, 2025 ~ Sep 26, 2025

Review

Oct 13, 2025 ~ Nov 13, 2025

Audit of IT systems and automated internal controls

Apr 7, 2025 ~ Jan 31, 2026

Early substantive audit procedures (annual audit)

Mar 10, 2025 ~ Dec 31, 2025

Audit of Internal Control over Financial Reporting (“ICFR”)

Apr 7, 2025 ~ Jan 31, 2026

Update of early substantive audit procedures and audit of financial statements

Jan 2, 2026 ~ Feb 12, 2026

※ Above schedule is for the review of separate and consolidated financial statements

[Non-Audit Service Contract Description]

(KRW mil)

Fiscal Period

Contract Date

Non-audit Service Description

Period for Service

Compensation

Note

Year ended

Dec 31, 2025

Year ended

Dec 31, 2024

Feb 2017

Sep 2018

May 2019

Tax advisory services(overseas subsidiaries)

Jan – Jun 2024

Jan – May 2024

Jan – Jun 2024

Samjong

KPMG

Year ended

Dec 31, 2023

Feb 2017

Sep 2018

May 2019

May 2023

Tax advisory services(overseas subsidiaries)

ESG certification(domestic subsidiaries)

Jan – Dec 2023

May – Jul 2023

202

Samjong

KPMG

[Status of Non-Audit Service Contracts with Network Accounting Firms]

Fiscal Period

Network

Accounting Firm

Contract

Date

Service

Details

Period

Service

Fee

Remark

Year ended

Dec 31, 2025

Year ended

Dec 31, 2024

Year ended

Dec 31, 2023

[Details of internal audit committee’s discussion with Auditors]

No.

Date

Participants

Method

Details of discussion

Jan 24,

2025

Audit Committee: 3 members

Company: Head of Audit Team

Auditor: Signing partner and 5 others

Face-to-face

meeting

Annual audit plan and its progress

Key Audit Matters and other areas of focus

Progress of audit of Internal Control over Financial

Reporting

Other required communications at the completion stage of

the audit

Apr 28,

2025

Audit Committee: 3 members

Company: Head of Audit Team

Auditor: Signing partner and 4 others

Face-to-face

meeting

Reporting on progress of quarterly review

Audit plan for the year 2025

Other required communications at the planning stage of the

audit

Jul 29,

2025

Audit Committee: 3 members

Company: Head of Audit Team

Auditor: Signing partner and 4 others

Face-to-face

meeting

Annual audit plan and its progress

Key Audit Matters listing plan

Other required communications at the planning stage of the

audit

Samsung Electronics

Business

Report

214

Oct 28,

2025

Audit Committee: 3 members

Company: Head of Audit Team

Auditor: Signing partner and 4 others

Face-to-face

meeting

Annual audit plan and its progress

Key Audit Matters listing plan

Progress of audit of Internal Control over Financial

Reporting

Discussion of quarterly review focus areas and other

required communications

Jan 28,

2026

Audit Committee: 3 members

Company: Head of Audit Team

Auditor: Signing partner and 4 others

Face-to-face

meeting

Annual audit plan and its progress

Key Audit Matters listing plan

Progress of audit of Internal Control over Financial

Reporting

Other required communications at the planning stage of the

audit

Samsung Electronics

Business

Report

215

B. Change of Independent Auditor

There are 308 subsidiaries as of December 31, 2025. During the period, among the overseas subsidiaries, Harman

Belgium SA and 6 other subsidiaries changed their auditors from PwC to KPMG, and Samsung Electronics Rus

Company LLC changed from TeDO to B1. Among the domestic subsidiaries, Steco Co., Ltd. and Samsung Medison

Co., Ltd. changed their auditors from Samil PwC to Samjong KPMG, while SVIC #21 and 15 other subsidiaries

changed their auditors from Samjong KPMG to Deloitte Anjin. SVIC #74 and SVIC #76, established during the

period, newly appointed Deloitte Anjin as their auditors. The changes and new appointments of auditors for the

subsidiaries are made at each company's discretion.

Details of change in subsidiaries’ external auditors during the period are as follows:

Subsidiaries

Previous auditor

Current Auditor

STECO Co., Ltd.

Samil PwC

Samjeong KPMG

Samsung Medison Co., Ltd.

Samil PwC

Samjeong KPMG

Samsung Venture Capital Union #21

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #22

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #26

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #28

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #32

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #33

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #37

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #42

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #43

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #45

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #52

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #55

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #56

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #57

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #62

Samjeong KPMG

Deloitte Anjin

Samsung Venture Capital Union #67

Samjeong KPMG

Deloitte Anjin

Samsung Electronics Rus Kaluga LLC

TeDO

Harman Belgium SA

PwC

KPMG

Harma Connected Services AB.

PwC

KPMG

Harman Finland Oy

PwC

KPMG

Harman Inc. & Co. KG

PwC

KPMG

Harman International Romania SRL

PwC

KPMG

Harman Connected Services Corp. India Pvt. Ltd.

PwC

KPMG

Harman International (India) Private Limited

PwC

KPMG

There are 228 subsidiaries as of December 31, 2024. During the period ended December 31, 2024, Harman

International Industries, Inc. and 16 other overseas subsidiaries changed its external auditor from PwC to KPMG, and

Harman International Korea, Inc., the Co

mpany’s domestic subsidiary, changed from Samil PwC to Samjong KPMG.

Samsung Venture Capital Union #67 and Samsung Electronics Middle East and North Africa, established during the

year 2024, have appointed Samjong KPMG and KPMG as external auditors, respectively. Also, eMagin Corporation,

newly acquired in 2023, and Samsung Federal Inc., established in 2023, appointed KPMG as external auditor. Change

and new a

ppointment of external auditor is decided at each entity’s own discretion

Details of change in subsidiaries’ external auditors during the period are as follows:

Subsidiaries

Previous auditor

Current Auditor

Harman International Korea, Inc.

Samil PwC

Samjong KPMG

Harman International Industries, Inc.

PwC

KPMG

Harman (China) Technologies Co., Ltd.

PwC

KPMG

Harman (Suzhou) Audio and Infotainment Systems Co., Ltd.

PwC

KPMG

Harman Automotive Electronic Systems (Suzhou) Co., Ltd.

PwC

KPMG

Samsung Electronics

Business

Report

216

Subsidiaries

Previous auditor

Current Auditor

Harman Commercial (Shanghai) Co., Ltd.

PwC

KPMG

Harman Connected Services Solutions (Chengdu) Co., Ltd.

PwC

KPMG

Harman Holding Limited

PwC

KPMG

Harman International (China) Holdings Co., Ltd.

PwC

KPMG

Harman Technology (Shenzhen) Co., Ltd.

PwC

KPMG

Harman Becker Automotive Systems GmbH

PwC

KPMG

Harman Becker Automotive Systems Manufacturing Kft

PwC

KPMG

Harman Connected Services GmbH

PwC

KPMG

Harman Consumer Nederland B.V.

PwC

KPMG

Harman Deutschland GmbH

PwC

KPMG

Harman Holding Gmbh & Co. KG

PwC

KPMG

Harman Hungary Financing Ltd.

PwC

KPMG

Harman Professional Kft

PwC

KPMG

For the year ended December 31, 2023, the Company holds 232 subsidiaries. In 2023, 8 domestic subsidiaries,

including Samsung Display Co., Ltd., changed external auditor from Deloitte Anjin to Samjong KPMG and SU

Materials Co., Ltd. from E&Y Hanyoung to Samjong KPMG. Among overseas subsidiaries, 30 companies including

Samsung Electronics America, Inc. (SEA) switched from Deloitte to KPMG, 65 including Samsung (China)

Semiconductor Co., Ltd. (SCS) from PwC to KPMG, 6 including Samsung Electronics Benelux B.V. (SEBN) from

E&Y to KPMG, and Laos Samsung Electronics Sole Co., Ltd (LSE) from KPP Co., Ltd to KPMG. Samsung Venture

Investment Co. No. 62 established in 2023 and Stellar Forest of Hope established in 2022 appinted Samjong KPMG,

and Samsung Electronics Uzbekistan FC LCC (SEUZ) and DOWOOINSYS VINA COMPANY LIMITED appointed

KPMG as their external auditors. As the Company switched its external auditor, those subsidiaries newly designated

and shifted their auditors in pursuit of efficient consolidated audit at each entity’s own discretion.

Details of change in subsidiaries’ external auditors during the year are as follows:

Subsidiaries

Previous auditor

Current Auditor

Samsung Display Co., Ltd.

Deloitte Anjin

Samjong KPMG

Samsung Electronics Service Co., Ltd.

Deloitte Anjin

Samjong KPMG

Samsung Electronics Service CS Co., Ltd.

Deloitte Anjin

Samjong KPMG

Samsung Electronics Sales Co., Ltd.

Deloitte Anjin

Samjong KPMG

Samsung Electronics Logitech Co., Ltd.

Deloitte Anjin

Samjong KPMG

Dowooinsys Co., Ltd.

Deloitte Anjin

Samjong KPMG

Gf-System Co., Ltd.

Deloitte Anjin

Samjong KPMG

Mirero System Co., Ltd.

Deloitte Anjin

Samjong KPMG

SU Materials Co., Ltd.

E&Y Hanyoung

Samjong KPMG

Samsung Electronics America, Inc. (SEA)

Deloitte

KPMG

Samsung Semiconductor, Inc. (SSI)

Deloitte

KPMG

Samsung Mexicana S.A. de C.V (SAMEX)

Deloitte

KPMG

Samsung International, Inc. (SII)

Deloitte

KPMG

Samsung Austin Semiconductor LLC. (SAS)

Deloitte

KPMG

Samsung Electronics Mexico S.A. De C.V. (SEM)

Deloitte

KPMG

Samsung Electronics (UK) Ltd. (SEUK)

Deloitte

KPMG

Samsung Electronics Holding GmbH (SEHG)

Deloitte

KPMG

Samsung Semiconductor Europe GmbH (SSEG)

Deloitte

KPMG

Samsung Electronics GmbH (SEG)

Deloitte

KPMG

Samsung Semiconductor Europe Limited (SSEL)

Deloitte

KPMG

Samsung Vina Electronics Co., Ltd. (SAVINA)

Deloitte

KPMG

Samsung Electronics Singapore Pte. Ltd. (SESP)

Deloitte

KPMG

Samsung Asia Pte. Ltd. (SAPL)

Deloitte

KPMG

Samsung Electronics Australia Pty. Ltd. (SEAU)

Deloitte

KPMG

Thai Samsung Electronics Co., Ltd. (TSE)

Deloitte

KPMG

Samsung Display Vietnam Co., Ltd. (SDV)

Deloitte

KPMG

Samsung Electronics

Business

Report

217

Subsidiaries

Previous auditor

Current Auditor

Samsung R&D Institute BanglaDesh Limited (SRBD)

Deloitte

KPMG

Samsung Electronics Vietnam Co., Ltd. (SEV)

Deloitte

KPMG

Samsung Electronics Vietnam THAINGUYEN Co., Ltd. (SEVT)

Deloitte

KPMG

Samsung Electronics HCMC CE Complex Co., Ltd. (SEHC)

Deloitte

KPMG

Samsung (CHINA) Investment Co., Ltd. (SCIC)

Deloitte

KPMG

Samsung Electronics Taiwan Co., Ltd. (SET)

Deloitte

KPMG

Shanghai Samsung Semiconductor Co., Ltd. (SSS)

Deloitte

KPMG

Samsung Gulf Electronics Co., Ltd. (SGE)

Deloitte

KPMG

Samsung Electronics Saudi Arabia Ltd. (SESAR)

Deloitte

KPMG

Samsung Electronics South Africa(Pty) Ltd. (SSA)

Deloitte

KPMG

Samsung Electronics Turkiye (SETK)

Deloitte

KPMG

Samsung Electronics Industry and Commerce Ltd. (SETK-P)

Deloitte

KPMG

Samsung Eletronica da Amazonia Ltda. (SEDA)

Deloitte

KPMG

Samsung Japan Corporation (SJC)

PwC

KPMG

Samsung R&D Institute Japan Co. Ltd. (SRJ)

PwC

KPMG

Samsung Electronics Japan Co., Ltd. (SEJ)

PwC

KPMG

Samsung Oak Holdings, Inc. (SHI)

PwC

KPMG

Samsung Electronics Canada, Inc. (SECA)

PwC

KPMG

Samsung Research America, Inc (SRA)

PwC

KPMG

SAMSUNG NEXT LLC (SNX)

PwC

KPMG

SAMSUNG NEXT FUND LLC (SNXF)

PwC

KPMG

Samsung Electronics Home Appliances America, LLC (SEHA)

PwC

KPMG

Samsung Electronics Digital Appliance Mexico, SA de CV (SEDAM)

PwC

KPMG

Samsung Electronics Latinoamerica Miami, Inc. (SEMI)

PwC

KPMG

Samsung Electronics France S.A.S (SEF)

PwC

KPMG

Samsung Electronics Hungarian Private Co. Ltd. (SEH)

PwC

KPMG

Samsung Electronics Czech and Slovak s.r.o. (SECZ)

PwC

KPMG

Samsung Electronics Italia S.P.A. (SEI)

PwC

KPMG

Samsung Electronics Europe Logistics B.V. (SELS)

PwC

KPMG

Samsung Electronics Romania LLC (SEROM)

PwC

KPMG

Samsung Electronics Overseas B.V. (SEO)

PwC

KPMG

Samsung Electronics Polska, SP.Zo.o (SEPOL)

PwC

KPMG

Samsung Electronics Nordic Aktiebolag (SENA)

PwC

KPMG

Samsung Electronics Austria GmbH (SEAG)

PwC

KPMG

Samsung Electronics Switzerland GmbH (SESG)

PwC

KPMG

SAMSUNG ELECTRONICS BALTICS SIA (SEB)

PwC

KPMG

Samsung Electronics Europe Holding Cooperatief U.A. (SEEH)

PwC

KPMG

Samsung Electronics Poland Manufacturing SP.Zo.o (SEPM)

PwC

KPMG

Samsung Electronics Greece S.M.S.A (SEGR)

PwC

KPMG

Samsung Nanoradio Design Center (SNDC)

PwC

KPMG

Samsung Electronics Air Conditioner Europe B.V. (SEACE)

PwC

KPMG

Samsung Denmark Research Center ApS (SDRC)

PwC

KPMG

Samsung Cambridge Solution Centre Limited (SCSC)

PwC

KPMG

Samsung R&D Institute India-Bangalore Private Limited (SRI-Bangalore)

PwC

KPMG

Samsung Electronics New Zealand Limited (SENZ)

PwC

KPMG

PT Samsung Electronics Indonesia (SEIN)

PwC

KPMG

PT Samsung Telecommunications Indonesia (STIN)

PwC

KPMG

Samsung Display Noida Private Limited (SDN)

PwC

KPMG

Samsung Display Dongguan Co., Ltd. (SDD)

PwC

KPMG

Samsung Display Tianjin Co., Ltd. (SDT)

PwC

KPMG

Samsung Electronics Hong Kong Co., Ltd. (SEHK)

PwC

KPMG

Suzhou Samsung Electronics Co., Ltd. (SSEC)

PwC

KPMG

Samsung Electronics

Business

Report

218

Subsidiaries

Previous auditor

Current Auditor

Samsung Suzhou Electronics Export Co., Ltd. (SSEC-E)

PwC

KPMG

Samsung Mobile R&D Center China-Guangzhou (SRC-Guangzhou)

PwC

KPMG

Samsung R&D Institute China-Shenzhen (SRC-Shenzhen)

PwC

KPMG

Samsung Electronics Suzhou Semiconductor Co., Ltd. (SESS)

PwC

KPMG

SEMES (XIAN) Co., Ltd.

PwC

KPMG

Beijing Samsung Telecom R&D Center (SRC-Beijing)

PwC

KPMG

Samsung Electronics Suzhou Computer Co., Ltd. (SESC)

PwC

KPMG

Samsung Semiconductor (China) R&D Co., Ltd. (SSCR)

PwC

KPMG

Samsung Electronics China R&D Center (SRC-Nanjing)

PwC

KPMG

Samsung (China) Semiconductor Co., Ltd. (SCS)

PwC

KPMG

Samsung SemiConductor Xian Co., Ltd. (SSCX)

PwC

KPMG

Samsung Electronics West Africa Ltd. (SEWA)

PwC

KPMG

Samsung Electronics East Africa Ltd. (SEEA)

PwC

KPMG

Samsung Electronics Israel Ltd. (SEIL)

PwC

KPMG

Samsung Electronics Tunisia S.A.R.L (SETN)

PwC

KPMG

Samsung Electronics Pakistan(Private) Ltd. (SEPAK)

PwC

KPMG

Samsung Electronics South Africa Production (pty) Ltd. (SSAP)

PwC

KPMG

Samsung Semiconductor Israel R&D Center, Ltd. (SIRC)

PwC

KPMG

Samsung Electronics Maghreb Arab (SEMAG)

PwC

KPMG

Samsung Electronics Latinoamerica(Zona Libre), S. A. (SELA)

PwC

KPMG

Samsung Electronica Colombia S.A. (SAMCOL)

PwC

KPMG

Samsung Electronics Chile Limitada (SECH)

PwC

KPMG

Samsung Electronics Peru S.A.C. (SEPR)

PwC

KPMG

Samsung Electronics Ukraine Company LLC (SEUC)

PwC

KPMG

Samsung R&D Institute Ukraine (SRUKR)

PwC

KPMG

Samsung Electronics Central Eurasia LLP (SECE)

PwC

KPMG

Samsung Electronics Iberia, S.A. (SESA)

E&Y

KPMG

Samsung Electronics Benelux B.V. (SEBN)

E&Y

KPMG

Samsung Electronics Portuguesa, Unipessoal, Lda. (SEP)

E&Y

KPMG

Samsung Electronics Philippines Corporation (SEPCO)

E&Y

KPMG

Samsung Electronics Levant Co.,Ltd. (SELV)

E&Y

KPMG

Samsung Electronics Caucasus Co. Ltd (SECC)

E&Y

KPMG

Laos Samsung Electronics Sole Co., Ltd (LSE)

KPP Co., Ltd

KPMG

2. Regarding Internal Control

[

Management’s Evaluation on Intenral Control over Financial Reporting (ICFR)]

Fiscal

Year

Category

Report Date

Evaluation Conclusion

Significant

Deficiency

Improvement

Action Plan, etc.

Year

ended

Dec 31,

2025

Separate

Jan 28, 2026

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Consolidated

Jan 28, 2026

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Year

ended

Dec 31,

2024

Separate

Jan 24, 2025

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Consolidated

Jan 24, 2025

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Year

ended

Dec 31,

2024

Separate

Jan 24, 2025

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Consolidated

Jan 24, 2025

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Samsung Electronics

Business

Report

219

[

Audit Committee’s Evaluation on Intenral Control over Financial Reporting (ICFR)]

Fiscal

Year

Category

Report Date

Evaluation Conclusion

Significant

Deficiency

Improvement

Action Plan, etc.

Year

ended

Dec 31,

2025

Separate

Jan 28, 2026

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Consolidated

Jan 28, 2026

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Year

ended

Dec 31,

2024

Separate

Feb 18, 2025

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Consolidated

Feb 18, 2025

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Year

ended

Dec 31,

2023

Separate

Jan 31, 2024

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

Consolidated

Jan 31, 2024

ICFR, in all material respects, is evaluated to be effective in

terms of its design and operation.

N/A

[Audit Opinion of Internal Control over Financial Reporting (ICFR)]

Fiscal Year

Category

Auditor

Audit/

Review

Audit/Review

Conclusion

Feedback

Company’s

Countermeasure

Year ended

Dec 31, 2025

Separate

Samjong KPMG

Audit

Unqualified

N/A

Consolidated

Samjong KPMG

Audit

Unqualified

N/A

Year ended

Dec 31, 2024

Separate

Samjong KPMG

Audit

Unqualified

N/A

Consolidated

Samjong KPMG

Audit

Unqualified

N/A

Year ended

Dec 31, 2023

Separate

Samjong KPMG

Audit

Unqualified

N/A

Consolidated

Samjong KPMG

Audit

Unqualified

N/A

[Personnel related to managing and operating Internal Control over Financial Reporting (ICFR)]

Organization

Total

Headcount

Proportion of KICPA Holders among Personnel related to ICFR

Average Working Period

(Month)

Personnel related to

ICFR (A)

KICPA

Holders (B)

Ratio(B/A*100)

Audit Committee

Board of Directors

Internal Control

Management Director

296

Accounting

15.8

136

Treasury

4.5

154

109

290

Disclosure

115

176

Internal Control Management

6.7

173

Internal Control Audit Support

20.0

[

Accounting PIC’s Career and Education

]

Position

Name

Contact

Registered

Accounting

PIC

Career

Education

Total

Career

(YY.MM)

Accounting

Career

(YY.MM)

Current

(Hours)

Accumulated

(Hours)

Internal Control Manager

Sooncheol Park

031-277-7212

33.10

24.08

Accounting Executive

DongWook Kim

031-277-7218

32.01

Accounting Manager

Sihoon Bae

031-277-7223

19.02

19.09

Samsung Electronics

Business

Report

220

Ⅵ. Corporate Governance

1. Board of Directors

A. Overview

As of the end of 2025, the Board of Directors consisted of 9 members: 3 Executive Directors (Young-Hyun Jun, Tae-

moon Roh, and Jai-Hyuk Song) and 6 Independent Directors (Je-yoon Shin, Jun-sung Kim, Eun-nyeong Heo, Myung-

hee Yoo, Hye-kyung Cho and Hyuk-Jae Lee). In March 2016, the Board amended the Articles of Incorporation and the

Board regulations to separate the positions of the Board Chair and CEO. Since March 2020, an independent director has

been appointed as Board Chair to enhance the independence and transparency of the Board. Maintaining this approach,

the Board in March 2025 appointed Independent Director Je-yoon Shin as the Chair, recognizing his capabilities to

coordinate director opinions and oversee Board activities. The Board has six committees: Management Committee,

Audit Committee, Independent Director Recommendation Committee, Related Party Transactions Committee,

Compensation Committee, and Sustainability Committee.

[As of December 31, 2025]

Classification

Composition

Members

Head

Role

Board of Directors

3 Executive Directors

Young-Hyun Jun, Tae-moon Roh,

Jai-Hyuk Song

Je-yoon Shin

(Independent)

Make resolutions on matters provided for by the

relevant laws and regulations or the Articles of

Incorporation, matters delegated by a general

meeting of shareholders, as well as on important

matters concerning basic policies and business

execution.

Supervise management.

6 Independent Directors

Je-yoon Shin, Jun-sung Kim,

Eun-nyeong Heo, Myung-hee Yoo,

Hye-kyung Cho, Hyuk-Jae Lee

Management

Committee

3 Executive Directors

Young-Hyun Jun, Tae-moon Roh,

Jai-Hyuk Song

Young-Hyun Jun

(Executive)

Deliberate and decide on matters related to

finance, general management, and on matters

specifically delegated by the Board.

Audit

Committee

3 Independent Directors

Je-yoon Shin, Myung-hee Yoo,

Hye-kyung Cho

Je-yoon Shin

(Independent)

Review and audit matters concerning

management of the Company, including the

Company’s financial situation.

Independent Director

Recommendation

Committee

4 Independent Director

Je-yoon Shin , Eun-nyeong Heo,

Myung-hee Yoo, Jun-sung Kim

Je-yoon Shin

(Independent)

Assess the independence, diversity, and ability of

potential candidates for Independent Director

positions recommend candidates.

Related Party

Transactions

Committee

3 Independent Directors

Eun-nyeong Heo, Jun-sung Kim,

Hyuk-Jae Lee

Eun-nyeong Heo

(Independent)

Voluntarily comply with fair transaction

regulations to enhance corporate transparency.

Compensation

Committee

3 Independent Directors

Je-yoon Shin, Jun-sung Kim,

Eun-nyeong Heo

Je-yoon Shin

(Independent)

Ensure the objectivity and transparency of the

decision-making process for Director

compensation.

Sustainability

Committee

6 Independent Directors

Je-yoon Shin, Jun-sung Kim, Eun-

nyeong Heo, Myung-hee Yoo, Hye-

kyung Cho, Hyuk-Jae Lee

Jun-sung Kim

(Independent)

Promote sustainability management in ESG

areas and enhance shareholder value.

※ For more information on the appointment of each Board member, please refer to

『

I. Corporate Overview-2. Company history

』

※ Mar 15, 2023: Executive Director Jong-hee Han was appointed as a member of the Management Committee, and Independent Directors Eun-

nyeong Heo and Myung-hee Yoo were appointed as members of the Independent Director Recommendation Committee at the Board meeting.

※ April 27, 2023: Executive Director Jong-hee Han was appointed as the Head of the Management Committee

※ March 20, 2024: Je-yoon Shin was newly appointed as Independent Director, Hye-kyung Cho was newly appointed as Independent Director

for Audit Committee member, and Myung-hee Yoo was appointed as member of the Audit Committee at the AGM. Independent Director Eun-

nyeong Heo and Independent Director Myung-hee Yoo were appointed as members of the Related Party Transaction Committee; Independent

Director Je-yoon Shin was appointed as member of the Independent Director Recommendation Committee, Compensation Committee, and

Sustainability Committee; and Independent Director Hye-Kyung Cho was appointed as member of the Sustainability Committee at the Board

meeting.

※ April 26, 2024: Independent Director Eun-nyeong Heo was appointed as the Head of the Related Party Transaction Committee.

※ May 21, 2024: Kye-hyun Kyung resigned from his position of Executive Director.

※

July 29, 2024: Independent Director Je-yoon Shin was appointed as the Head of the Independent Director Recommendation Committee.

Samsung Electronics

Business

Report

221

※ December 26, 2024: Hark-kyu Park resigned from his position of Executive Director

※ January 31, 2025: Independent Director Han-jo Kim was appointed as a member of Independent Director Recommendation Committee in the

first Board meeting and then as the Head of the Compensation Committee on February 24, 2025.

※ March 19, 2025: Young-hyun Jun and Jai-hyuk Song were newly appointed as Executive Directors; Hyuk-jae Lee was newly appointed as

Independent Director; Executive Director Tae-moon Roh, Independent Director Jun-sung Kim and Independent Director Eun-nyeong Heo, and

Independent Director Myung-hee Yoo were reappointed; Independent Director Je-yoon Shin and Independent Director Myung-hee Yoo were

appointed as members of the Audit Committee at the AGM. At the Board meeting, Executive Director Young-hyun Jun, Executive Director Tae-

moon Roh, Executive Director Jai-hyuk Song were appointed as members of the Management committee; Independent Director Jun-sung Kim

was appointed as a member of the Related Party Transaction Committee, Compensation Committee, and Sustainability Committee; Eun-nyeong

Heo was appointed as a member of Independent Director Recommendation Committee, Related Party Transaction Committee, Compensation

Committee, and Sustainability Committee; Independent Director Myung-hee Yoo was appointed as a member of Independent Director

Recommendation Committee and Sustainability Committee; Independent Director Hyuk-jae Lee was appointed as a member of the Related Party

Transaction Committee and Sustainability Committee

※ March 19, 2025: Independent Director Han-jo Kim’s term expired.

※ March 25, 2025: CEO Jong-hee Han (appointed in March, 2025) resigned from his positions of CEO and Executive Director

※ April 25, 2025: Executive Director Young-hyun Jun was appointed as the Head of the Management Committee.

※ April 28, 2025: Independent Director Je-yoon Shin was appointed as the Head of the Audit Committee and Compensation Committee;

Independent Director Eun-nyeong Heo was appointed as the head of the Related Party Transaction Committee

※ April 29, 2025: Independent Director Jun-sung Kim was appointed as the Head of the Sustainability Committee

※ July 31, 2025, Independent Director Jun-sung Kim was appointed as a member of Independent Director Recommendation Committee.

The number of Independent Directors and changes in the number are shown below.

Number of Directors

Number of Independent Directors

Changes of Independent Directors

Appointed

Dismissed

Resigned

B. Agendas considered and voting results

Date

Agenda

Results

Executive Directors

(attendance)

Independent Directors

(attendance)

Jong-hee

Han

(100%)

Young-

Hyun Jun

(100%)

Tae-moon

Roh

(100%)

Jung-bae

Lee

(100%)

Jai-Hyuk

Song

(100%)

Han-jo

Kim

(100%)

Jun-sung

Kim

(100%)

Eun-

nyeong

Heo

(100%)

Myung-

hee Yoo

(100%)

Je-yoon

Shin

(100%)

Hye-kyung

Cho

(100%)

Hyuk-Jae

Lee

(100%)

Jan 31

1. Approval of FY24 financial statements and

full-year business report

2. Appointment of the member of the

Independent Director Recommendation

Committee

※

Reported items

①

2024 internal accounting management

system

Approved

For

N/A

(newly

appointed)

For

N/A

(newly

appointed)

For

N/A

(newly

appointed)

Feb 18

1. Cancellation of treasury shares

2. Acquisition of shares

3. Decision to convene the 56th AGM

4. Decision on the 56th AGM agenda items

※

Reported Items

①

Audit report

②

Full-year business report

③

Report on internal accounting

management system activities

□

Agenda Item 1: Approval of FY24

financial statements, including balance sheet,

income statement, and the statement of

appropriation of retained earnings, etc.

□

Agenda Item 2: Election of directors

- Item 2-1: Election of Independent Director

2-1-1: Election of Jun-sung Kim as

Independent Director

2-1-2: Election of Eun-nyeong Heo as

Independent Director

2-1-3: Election of Myung-hee Yoo as

Independent Director

Approved

For

Samsung Electronics

Business

Report

222

2-1-4: Election of Hyuk-jae Lee as

Independent Director

- Item 2-2: Election of Executive Directors

2-2-1: Election of Young-hyun Jun as

Executive Director

2-2-2: : Election of Tae-moon Roh as

Executive Director

2-2-3: : Election of Jai-hyuk Song as

Executive Director

□

Agenda Item 3: Approval of Director

Remuneration Limit

□

Agenda item 4: Election of Audit

Committee members

- 4-1: Election of Je-yoon Shin as Audit

Committee member

- 4-2: Election of Myung-hee Yoo as Audit

Committee member

5. . Approval of 2025 social contribution

matching fund

6. Amendment to the Agenda item of

donation contribution

7. Sponsorship for the WorldSkills

Competition

8. Establishment of plans on health and

safety for 2025

※

Reported Items

①

Report on FY24 internal accounting

management system activities

Approved

For

Mar 19

1. Appointment of the Board chair

2. Appointment of CEO

3. Appointment of Board committee me

mbers

4. Setting remuneration of Directors

5. Appointment of Samsung Compliance

Committee members

Approved

For

N/A

(term

expired)

For

N/A

(term

expired)

For

Apr 30

1. Approval of 1Q25 interim business r

eport and quarterly dividend

2. Participation in the rights offering of

Samsung SDI

3. Subscription to Group insurance for

employees

4. Contribution for relief funds to wildfir

e-affected areas in Gyeongsang and Ul

san

5. Joining of New Technology Business

Investment Associations

6. Contribution for incentive funds of ou

tstanding partners in the DS Division

※

Reported Items

①

Promotion of SSAFY 2.0 program

Approved

N/A

(resigne

For

May 23

1. Cancellation of treasury shares

Approved

For

Jul 8

1. Acquisition of treasury shares

Approved

For

Jul 25

1. Cancellation of treasury shares

Approved

For

Jul 31

1. Approval of 2Q25 half-year business

report and quarterly dividend

2. Extension of loan agreement with

Samsung Display Co., Ltd.

3. Appointment of a member of Indepe

ndent Director Recommendation Committ

Approved

For

Oct 30

1. Approval of 3Q25 interim business r

eport and quarterly dividend

2. Payment of annual membership fee to

the Federation of Korean Industries

3. Charitable contributions

4. Cancellation of treasury shares

※

Reported Items

①

Report on the CEO candidate pool

②

Introduction of Performance Stock Units

(PSU)

③

Agenda items resolved by the

Approved

For

Samsung Electronics

Business

Report

223

C. Committees

(1) Composition of Board Committees

[As of December 31, 2025]

Committee

Composition

Members

Responsibilities

and authorities

Note

Management

3 Executive Directors

Young-Hyun Jun (head),

Tae-moon Roh, Jai-Hyuk Song

See below

Appointment of Executive Director Young-

Hyun Jun as the Head (April 25, 2025)

Related Party

Transactions

3 Independent Directors

Eun- nyeong Heo (head),

Jun- sung Kim, Hyuk-Jae Lee

Appointment of Independent Director Eun-

nyeong Heo as the Head

(April 26, 2025)

Compensation

3 Independent Directors

Je-yoon Shin(head),

Jun- sung Kim, Eun- nyeong Heo

Appointment of Independent Director

Je-yoon Shin as the Head

(April 28, 2025)

Sustainability

6 Independent Directors

Jun-sung Kim (head),

Eun- nyeong Heo, Myung-hee Yoo,

Je-yoon Shin, Hye-kyung Cho,

Hyuk-Jae Lee

Appointment of Independent Director Jun-

sung Kim as the Head

(April 29, 2025)

※ The Audit Committee and Independent Director Recommendation Committee was excluded according to Corporate Disclosure Guidelines.

※ For each committee under the Board of Directors, including the Management Committee, the head is appointed by the committee members.

(The Management Committee)

- Responsibilities: The Management Committee deliberates and decides on matters specified by Board regulations

and resolutions or specifically delegated by the Board. The composition and operation of the management committee

are determined by the Board.

- Authorities:

(A)

General management

Annual or mid to long-term management policy and strategy

Key management strategy

Business planning and restructuring

Establishment, relocation, and withdrawal of overseas branch and corporation

Initiating cooperation such as strategic partnership with foreign companies

Acquisition or disposal of domestic and overseas

subsidiaries (provided that the value of transaction

exceeds 0.1% of total equity)

Management Committee

Nov 28

1. Appointment of CEO

2. Approval of transaction with affiliate

company

3. Payment of retirement pension plan

4. Approval of business plan for 2026

5. Joining of New Technology Business

Investment Association

6. Contribution to Community Chest of

Korea’s annual fundraising campaign

7. Contribution to UNDP sourced from

Samsung Global Goals

8. Appointment of compliance officer

※

Reported Items

①

Report on compliance control activities

②

Information security and personal da

ta management system

Approved

For

Samsung Electronics

Business

Report

224

Other major management issues

Establishment, relocation, and withdrawal of branches and operations

Appointment or dismissal of supervisors

10.

Suspension or shutdown of production over 5% of the total production in the recent year

11.

Licensing agreements and technology transfer, partnership in regards to technology of over 0.5% of the total

equity

12.

Acquisitions and transfers of patents related to new material and new technology of over 0.5% of the total

equity

13.

Collection and destruction of products corresponding to over 5% of the total sales in the recent business year

14.

Contracting for over 5% of the total sales in the recent business year

15.

Contracting or canceling of single sales agency and suppliers over 5% of the total sales in the recent business year

16.

Establishment of basic principles of organization management

17.

Decision making on basic principles and any changes related to wages, bonus, and fringe benefits

18.

Appointments, dismissals and changes of transfer agent

19.

Closing of shareholder register and setting reference date

20.

Establishment of corporate guidelines for business and management related activities

(B)

Matters related to Finance

Acquisitions or disposals of equity investments with a value no less than 0.1% and less than 2.5% of the total

equity

Direct overseas investments with a value no less than 0.1% and less than 2.5% of the total equity

New debt guarantee (excluding extension of period) or collateral issuance with a value no less than

0.1% and less than 2.5% of the total equity

Collateral: Only in the case of providing collateral for others

Guarantee: Excludes performance guarantee (e.g., bid, contract, defect, difference guarantee) and

tax payment guarantee

New credit agreement contract (excluding extension of period) with a value no less than 0.1% and less

than 5% of the total equity

Approval of related party transactions:

Related party transactions with affiliates involving cash (loans and payments), equity (stocks and bonds)

or assets (such as real estate and intangible property rights) with a value no less than KRW 3 billion as

defined in the Monopoly Regulation and Fair Trade Act

※

Excluding cases where existing contracts are renewed without significant change.

Issuance of corporate bonds

Acquisition and disposal of real estate with a value of over 0.1% of the total equity, provided that the

transaction is with a third party

Any matters that the CEO deems necessary and important for the business (e.g., capex)

(C)

All other matters except for those delegated to the Board and other committees in accordance with Board

regulations

(Related Party Transactions Committee)

- Responsibilities: Improve management transparency through the establishment of a voluntary compliance system

- Authorities:

Right to receive reports on related party transactions:

The Committee can request reports on related party transactions with affiliates

※

According to the Monopoly Regulation and Fair Trade Act, the Related Party Transactions committee

is permitted to conduct preliminary reviews and approves on related party transactions and other

transactions that are deemed as significant

Right to order ex officio investigation of related party transactions

Right to propose corrective measures for related party transactions

(Compensation Committee)

Samsung Electronics

Business

Report

225

- Responsibilities: Provide transparent and objective decision making process related to remuneration of directors

- Authorities:

Propose remuneration limit of directors at AGM

Establish the director remuneration system

Other matters delegated by the Board

(Sustainability Committee)

- Responsibilities: Promote sustainability management in ESG areas and enhance shareholder value

- Authorities:

Matters related to corporate sustainability management

Key strategies and policies on sustainability management

Report on key activities for sustainability management including environment, society, and governance

Plans for publishing the

Company’s

Sustainability Report

Matters related to shareholder value enhancement

Preliminary review on shareholder return policies

Report on key issues related to shareholder rights and interests

Other matters that may significantly impact sustainability management and shareholder value that are

deemed necessary for the Committee to discuss

Establishment, composition, operation of organizations under the committee including research groups,

councils, etc.

Other matters delegated by the Board

(2) Committee Activities

□

The Management Committee (2025)

Date

Agenda

Voting

results

Director

(attendance)

Jong-hee Han

(75%)

Young-Hyun Jun

(100%)

Tae-moon Roh

(100%)

Jung-bae Lee

(100%)

Jai-Hyuk Song

(100%)

Jan 17

1. Investment in memory business

2. Acquisition of overseas R&D facility

3. Introduction of stock-based compensation for

performance incentives

Approved

For

N/A

(newly appointed)

For

N/A

(newly appointed)

Feb 7

1. Investment in logistics center

Approved

For

Feb 26

1. Investment in memory business

2. Investment in memory business

3. Investment in foundry business

Approved

For

Mar 24

1. Investment at Pyeongtaek campus

2. Execution of licensing agreement

Approved

Absent

For

N/A

(term expired)

For

Apr 25

1. Appointment of Head of Management Committee

2. Investment in memory business

3. Approval of long-term borrowings and related terms

4. Purchase of product liability insurance

Approved

N/A

(resigned)

For

May 6

1. Acquisition of equity stake in overseas subsidiary

Approved

For

May 14

1. Acquisition of equity stake in overseas subsidiary

Approved

For

May 30

1. Introduction of stock-based compensation for long-

term performance incentives for executives

Approved

For

Jul 1

1. Investment in memory business

2. Investment in memory business

Approved

For

Jul 26

1. Supply agreement with Tesla

Approved

For

Jul 29

1. Amendment to lease agreement

Approved

For

Aug 21

1. Sale of equity stake in overseas subsidiary

Approved

For

Samsung Electronics

Business

Report

226

Aug 29

1. Investment in foundry business

2. Execution of patent agreement

Approved

For

Sep 10

1. Investment in memory business

2. Investment in logistics center

Approved

For

Sep 30

1. Investment in memory business

Approved

For

Oct 13

1. Introduction of performance-based stock

compensation program and enhancement of

performance incentive stock compensation program

Approved

For

Nov 4

1. Investment in memory business

2. Investment in Pyeongtaek facility

Approved

For

Nov 14

1. Establishment of overseas subsidiary

2. Investment in memory business

3. Establishment of overseas subsidiary

Approved

For

Nov 27

1. Investment in memory business

2. Long-term borrowings

Approved

For

Dec 1

1. Investment in foundry business

2. Investment in memory business

Approved

For

Dec 15

1. Investment in memory business

2. Acquisition of land in the Yong-in National Industrial

Complex

3. Investment in GPU business

Approved

For

Dec 22

1. Acquisition of equity stake in overseas subsidiary stake

Approved

For

Dec 31

1. Investment in memory business

Approved

For

□

The Related Party Transactions Committee (2025)

Date

Agenda

Voting

results

Directors

(attendance)

Han-jo Kim

(100%)

Myung-hee Yoo

(100%)

Eun-nyeong Heo

(100%)

Jun-sung Kim

(75%)

Hyuk-jae Lee

(100%)

Jan 24

1. Report on 4Q24 related party transactions

N/A

(newly appointed)

N/A

(newly appointed)

Apr 28

1. Appointment of the Head of the Related Party

Transactions Committee

2. Prior review on large-scale related party transactions

①

Participation in the rights offering of Samsung SDI

②

Joining of New Technology Business Investment

Associations

③

Subscription to Group insurance for employees

3. Report on 1Q25 related party transactions

Approved

N/A

(term expired)

N/A

(resigned)

For

Jul 30

1. Prior review on large-scale related party transactions

①

Extension of loan agreement with Samsung Display

2. Report on 2Q25 related party transactions

Absent

Oct 28

1. Prior review on large-scale related party transactions

①

Charitable contributions

2. Report on 3Q25 related party transactions

Nov 26

1. Prior review on large-scale related party transactions

①

Payment of retirement pension plan

②

Joining of New Technology Business Investment

Association

③

Approval of 2026 large-scale product and service

transactions

□

The Compensation Committee (2025)

Date

Agenda

Voting

results

Directors

(attendance)

Han-jo Kim

(100%)

Jun-sung Kim

(100%)

Je-yoon Shin

(100%)

Eun- nyeong Heo

(100%)

Feb 14

1. Appointment of the Head of the Compensation Committee

2 Deliberation on Executive Director Remuneration System and fixed

annual salary for each Executive Director for 2025

3. Deliberation on Director remuneration limit for 2025

Approved

For

N/A

(newly appointed)

Samsung Electronics

Business

Report

227

Apr 28

1. Appointment of the Head of the Compensation Committee

2. Deliberation on Executive Director Remuneration System for 2025

3. Settlement of incentives following the passing of an Executive

Director

Approved

N/A

(term expired)

For

Oct 13

1. Approval of the 2025 performance-based stock compensation

agreement

2. Review on 2025 remuneration limit for Executive Directors

Approved

For

□

The Sustainability Committee (2025)

Date

Agenda

Voting

results

Directors

(attendance)

Han-jo Kim

(100%)

Jun-sung

Kim

(80%)

Eun-nyeong

Heo

(100%)

Myung-hee

Yoo

(100%)

Je-yoon

Shin

(100%)

Hye-kyung

Cho

(100%)

Hyuk-jae

Lee

(100%)

Jan 24

1. Plans to release Sustainability Report 2025

2. Quality innovation Committee

3. Report on updates of IR

N/A

(newly

appointed)

Apr 29

1. Appointment of the Head of the Sustainability

Committee

2. Mid- to long-term health and safety goals

3. Global disclosure regulation trends

4. Progress of climate scenario analysis

5. Report on updates of IR

Approved

N/A

(term

expired)

For

Jul 30

1. Report on updates of IR

2. Status of stakeholder engagement

3. Establishment of ESG Data platform

Absent

Oct 28

1. Recent activism trends and key implications

2. Report on updates of IR

3. Progress of New Environmental Strategy

4. Response to stakeholder requirements related to

carbon reduction target in DX Division

Nov 26

1. Progress on 2024-2025 shareholder return policy

and policy direction for 2026

D. Independent Director activities

In addition to deliberating and resolving Board agenda items, Independent Directors carry out separate reviews on a

range of issues, receive reports on and conduct inspections at domestic and overseas business sites, and participate in

workshops, all with the objective of enhancing shareholder value and promoting sustainable management.

Independent Directors engage in a wide range of activities from an independent perspective. Drawing on their unique

experiences and proven expertise, they provide diverse views on the Company’s management activities and make

substantive contributions to the Board’s ability to make sound, responsible decisions.

(1) Management meeting (reports from on-site management and discussion on business strategy, etc.)

Date

Type

Members

Content

Note

Jan 31, 2023

Regular

All Independent Directors

Briefing on DX Division’s R&D status and discussions on strategies

- Meeting with the CTO

Apr 27, 2023

Regular

All Independent Directors

Report on the status of DA business and discussion on business competitiveness

- Report on business status of and visit to Gwangju site

Jul 27, 2023

Regular

All Independent Directors

Report on the management status of S.LSI business and discussions on mid- to long-term

business strategy

August 2023

Regular

All Independent Directors

Report on the management status of oversea subsidiaries and discussion of key issues

Review of internal control systems and visit to production lines and marketing sites

Oct 31, 2023

Regular

All Independent Directors

Report on the management status of VD business and discussion of business strategies

Jan 31, 2024

Regular

All Independent Directors

Report on the status of MX business and discussion on strategic products

Apr 30, 2024

Regular

All Independent Directors

Status of memory business and discussion on business competitiveness

- Visit to Hwaseong and Pyeongtaek fabs and new line construction sites

Attended by Executive

Directors

Jul 29, 2024

Regular

All Independent Directors

Introduction to domestic sales organization and discussion on marketing strategies

- Visit to Samsung store

Samsung Electronics

Business

Report

228

Jul 31, 2024

Regular

All Independent Directors

Briefing on DX Division’s R&D and design status

- meeting with the CTO

August 2024

Regular

All Independent Directors

Report on the management status of oversea subsidiaries and discussion of key issues

Review of internal control systems and visit to production lines and marketing sites

Oct 31, 2024

Regular

All Independent Directors

Report on subsidiary business performance and discussion on business strategies

- Visit to Giheung site

Nov 29, 2024

Regular

All Independent Directors

Report on the status of MX business and discussion on strategic product

Attended by Executive

Directors

Jan 31, 2025

Regular

All Independent Directors

Report on the status of DA business and discussion on strategic products

- Discussion of business strategies of each business unit and visit to business sites, etc.

Apr 30, 2025

Regular

All Independent Directors

Report on management status and humanoid development progress and plans, etc.

- Discussion on future growth engine and technological capabilities

Jul 31, 2025

Regular

All Independent Directors

Report on management status of VD business and discussion on mid-to-long-term strategies

for future readiness

- Introduction of latest products and strategic technologies and on-site inspection, etc.

Aug 2025

Regular

All Independent Directors

Report on the management status of overseas subsidiaries and discussion on major issues

Evaluation of internal control activities and visit to new production lines and research centers

Oct 30, 2025

Regluar

All Independent Directors

Report on management status of Foundry business and discussion on business strategies

- Visit to new HPC facilities at Giheung and Hwasung sites

(2) Separate deliberations (on agenda items considered by the Board and Committees, etc.)

Date

Type

Members

Content

Note

Jan 31, 2023

Regular

All Independent Directors

Management Committee’s 1st report and deliberation on key agenda items in 2023

Attended by Executive

Directors

Apr 25, 2023

Regular

Non-Audit Committee members

1Q23 business report and future business strategy and operational plans

Jul 25, 2023

Regular

Non-Audit Committee members

1H23 business report and 2H business strategy and operational plans

Jul 27, 2023

Regular

All Independent Directors

Management Committee’s 2nd report and deliberation on key agenda items in 2023

Attended by Executive

Directors

Oct 30, 2023

Regular

Non-Audit Committee members

3Q23 business report and future business strategy and operational plans

Oct 31, 2023

Regular

All Independent Directors

Management Committee’s 3rd report and deliberation on key agenda items in 2023

Attended by Executive

Directors

Jan 29, 2024

Regular

Non-Audit Committee members

2023 business report and future business strategy and operational plans

Mar 20, 2024

Regular

All Independent Directors

Management Committee’s 1st deliberation on key agenda items in 2024

Attended by Executive

Directors

Apr 23, 2024

Adhoc

Newly appointed Independent

Directors

1Q24 business report and future business strategy and operational plans

Apr 29, 2024

Regular

Non-Audit Committee members

1Q24 business report and future business strategy and operational plans

Jul 30, 2024

Regular

Non-Audit Committee members

1H24 business report and 2H business strategy and operational plans

Jul 31, 2024

Regular

All Independent Directors

Management Committee’s 2nd deliberation on key agenda items in 2024

Attended by Executive

Directors

Oct 29, 2024

Regular

Non-Audit Committee members

3Q24 business report and future business strategy and operational plans

Oct 31, 2024

Regular

All Independent Directors

Management Committee’s 3rd deliberation on key agenda items in 2024

Attended by Executive

Directors

Jan 24, 2025

Regular

Non-Audit Committee members

2024 business report and future business strategy and operational plans

Jan 31, 2025

Ad hoc

All Independent Directors

Management Committee’s deliberation on the agenda regarding the use of treasury shares for

performance incentives

Apr 28, 2025

Regular

Non-Audit Committee members

1Q25 business report and future business strategy and operational plans

Apr 30, 2025

Regular

All Independent Directors

Management Committee’s 1st deliberation on key agenda items in 2025

Attended by Executive

Directors

May 10, 2025

Ad hoc

All Independent Directors

Management Committee’s deliberation on equity acquisition

Jul 30, 2025

Regluar

Non-Audit Committee members

1H25 business report and future business strategy and operational plans

Jul 31, 2025

Regular

All Independent Directors

Management Committee’s 2nd deliberation on key agenda items in 2025

Attended by Executive

Directors

Oct 28, 2025

Regular

Non-Audit Committee members

3Q25 business report and future business strategy and operational plans

(3) Independent Director sessions (meetings with external experts, regular workshops, and ad hoc reports/

discussions on current issues)

Date

Type

Members

Content

Note

Mar 15, 2023

Ad hoc

All Independent Directors

Measures to improve the Board and the role of Independent Directors

Jul 26, 2023

Ad hoc

All Independent Directors

Participation and activities of external organizations

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Oct 30, 2023

Regular

All Independent Directors

Strategies promoting mutual growth and operational strategies for the AGM

ESG disclosures and measures to strengthen governance

Board workshop

Attended by Executive

Directors

Nov 28, 2023

Regular

All Independent Directors

Report on 2024 management plan and discussions on management strategy

May 23, 2024

Regular

All Independent Directors

Key management issues

Promotion of understanding of Samsung’s history and founding philosophy and enhancing

awareness on welfare policies

Board workshop

Attended by Executive

Directors

Oct 31, 2024

Ad hoc

All Independent Directors

Introduction of future growth industries and report on business strategy

Nov 27, 2024

Regular

All Independent Directors

Report on 2025 management plan and discussions on management strategy

Feb 18, 2025

Ad hoc

All Independent Directors

Report on the current status of the semiconductor business and business directions and

related discussions

Attended by Executive

Directors

Mar 19, 2025

Ad hoc

All Independent Directors

Report on the impact of share acquisition on financial statements and related discussions

Attended by Executive

Directors

Apr 28, 2025

Ad hoc

All Independent Directors

Analyst meeting on semiconductor business status

May 10, 2025

Ad hoc

All Independent Directors

Board operations and human resource development polices

Jul 4, 2025

Ad hoc

All Independent Directors

Report on treasury share utilization and compensation system and related discussions

Discussions on board operations in accordance with the amendment to the Commercial Act

Jul 30, 2025

Regular

All Independent Directors

Interim report on the 2025 management plan and discussions on strategies for the second half

of the year

Sep 26, 2025

Ad hoc

All Independent Directors

Report on major business issues by division and related discussions

Oct 13, 2025

Ad hoc

All Independent Directors

Report on the introduction of the Performance Stock Units (PSU) and related discussions

Oct 28, 2025

Ad hoc

All Independent Directors

Report on sponsorship of media foundations and related discussions

Report on major legal amendments and related discussions

Meeting with next-generation female leaders

Nov 26, 2025

Regular

All Independent Directors

Report on 2026 management plan and discussions on management strategy

Nov 26, 2025

Ad hoc

All Independent Directors

Introduction of the fintech service and report on its implementation status

E. Director independence

(1) Appointment of Directors

The Board nominates Executive Director candidates and the Independent Director Recommendation Committee

nominates Independent Director candidates. Directors are then appointed at the general meeting.

A candidate for Director must meet the requirements of relevant laws and the Articles of Incorporation. Executive

Directors are recommended at a Board meeting based on their expertise and leadership from among a list of

candidates that is continually updated. Independent Directors candidates are recommended by the Independent

Director Recommendation Committee, and the Board reviews and finalizes the choices as agenda items at an AGM.

Independent Directors should have no material interests with the Company and its major shareholder; possess

knowledge and experience in areas such as finance, law, IT (robotics, AI, semiconductor), ESG (environment,

energy), investment, international trade, and risk management; and be able to fulfill the roles and responsibilities of

supervising management from an independent perspective.

Please refer to

『

VIII. Executives and Employees

』

for more information about the career of each Director.

The Board submits shareholders’ proposal for appointment of Directors at the general shareholder meeting as a

separate agenda if the proposal satisfies related laws and regulations.

The composition of the Board of Directors, as appointed by shareholders, is as follows:

[As of December 31, 2025]

Position

Name

Term (No. of

reappointme

nts)

Reasons for appointment

Nominator

Responsibility

Transaction

with the

Company

Relationship

with the

Company’s

major

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230

shareholders

Executive

Director

(CEO)

Young-

hyun Jun

Mar 2025 –

Mar 2028

(N/A)

Director Young-hyun Jun is an expert in memory

development and business management and has

extensive industry and technical knowledge. He is

expected to lead a business recovery and the technological

competitiveness in the DS Division and contribute to

strengthening market leadership

The Board

Overall

management

of the DS

Division

N/A

Related party

Executive

Director

Tae-moon

Roh

Mar 2022–

Mar 2028

(1)

Director Tae-moon Roh has served in various core

positions in the MX Business and played a leading role in

creating the success story of Galaxy. In 2024, he launched

the world’s first AI smartphone, the Galaxy S24, solidifying

the Company’s AI leadership in AI in the global market.

Also, by serving as the acting head of the DX Division, he

is expected to further strengthen the leadership by

navigating the Company through an increasingly

competitive market environment.

The Board

Overall

management

of the DX

Business

N/A

Related party

Executive

Director

Jai-hyuk

Song

Mar 2025

–

Mar 2028

(N/A)

Jai-Hyuk Song led the initial development of V-NAND and

has since driven the development of new Flash products as

the CTO of the DS Division. He is expected to strengthen

the company’s position and enhance shareholder value by

restoring technological competitiveness and securing future

growth engines

The Board

Overall R&D

of the DS

Division

N/A

Related party

Independent

Director

Je-yoon

Shin

Mar 2024–

Mar 2027

(N/A)

Director Je-yoon Shin is an expert in finance who served

as the fourth Chairman of Financial Services Commission.

Samsung believes Director Shin will contribute in multiple

areas, including the Company’s financial management and

global strategies based on his expertise.

Independent

Director

Recommendation

Committee

Overall

management

N/A

Independent

Director

Jun-sung

Kim

Mar 2022–

Mar 2028

(1)

Director Jun-sung Kim is an expert in the global economy

and investment who has experience analyzing and

investing in stock markets in advanced economies. He

will effectively represent foreign markets and investors

and contribute significantly to establishing investment

strategies in line with current trends via global networking.

Independent

Director

Recommendation

Committee

Overall

management

N/A

Independent

Director

Eun-

nyeong

Heo

Nov 2022–

Mar 2028

(1)

Director Eun-nyeong Heo is an expert in energy,

resources, and the environment and, in particular, how

they relate to economy and policy. As a renowned

international scholar, he will contribute to strengthening

the Company’s management in the relevant fields and

provide practical advice to the Board.

Independent

Director

Recommendation

Committee

Overall

management

N/A

Independent

Director

Myung-

hee Yoo

Nov 2022–

Mar 2028

(1)

Director Myung-hee Yoo is an expert in international

trade who served as Trade Minister. By leveraging her

diplomatic communication skills and global human

network, she will effectively manage and maintain close

communication with major investors and stakeholders.

Independent

Director

Recommendation

Committee

Overall

management

N/A

Independent

Director

Hye-

kyung

Cho

Mar 2024–

Mar 2027–

(N/A)

Director Hye-kyung Cho is an expert in robotics and related

software who served as the 19th President of the Korea

Robotics Society and has spearheaded promotion of

robotics-related education in Korea. Samsung believes

Director Cho will support the Company by providing

relevant advice on the related businesses.

Independent

Director

Recommendation

Committee

Overall

management

N/A

Independent

Director

Hyuk-jae

Lee

Mar 2025–

Mar 2028–

(N/A)

Hyuk-jae Lee is a semiconductor expert who actively

provided recommendations to address challenges in the

domestic semiconductor industry. He is expected to offer

practical advice on the Company’s rapidly evolving

businesses

Independent

Director

Recommendation

Committee

Overall

management

N/A

※ Relationship with Company’s major shareholders is in accordance with Article 542-8 of the Commercial Act.

(2) Independent Director Recommendation Committee

The Independent Director Recommendation Committee assesses the independence and ability of potential candidates

and recommends selected candidates to be appointed at the AGM. As of the reporting date (December 31, 2025), The

Committee currently consists of 4 Independent Directors (Je-yoon Shin , Jun-sung Kim, Eun-nyeong Heo, and

Myung-hee Yoo), meeting the requirement of having Independent Directors comprise the majority of Committee

Samsung Electronics

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Report

231

members, as stipulated in Article 542-8, Paragraph 4 of the Commercial Act. After the record date, Independent

Director Jun-sung Kim was appointed as a member of the Independent Director Recommendation Committee.

The Independent Director Recommendation Committee conducts a thorough evaluation for the candidates (including

those recommended by Independent Directors and external organizations) of factors including Board composition, the

professional background of the outgoing Independent Director, and committee engagements within the Board. Based

on this assessment, the committee selects the ultimate candidate to be recommended as a member of the Independent

Director.

Date

Agenda

Voting

results

Directors

(attendance)

Je-yoon Shin

(100%)

Eun-nyeong

Heo(100%)

Myung-hee

Yoo(100%)

Han-jo Kim

(100%)

Jun-sung Kim

(100%)

Jan 24

①

Deciding the date for recommending

Independent Directors

Approved

For

N/A

(newly appointed)

N/A

(newly appointed)

Feb 14

①

Recommending candidates for Indepe

ndent Directors

Approved

For

Jul 31

①

Report on the process for selecting

Independent Director candidates

Reported

N/A

(term expired)

※

On January 31, 2025, Independent Director Han-jo Kim was appointed as a member of the Independent Director Recommendation Committee

at the Board meeting.

※

On July 31, 2025, Jun-sung Kim was appointed as a member of the Independent Director Recommendation Committee.

F. Expertise of Independent Directors

(1) Support team for Independent Directors

[As of December 31, 2025]

Team

Number of employees

Position

(total years served/years in support team)

Key activities

Board of

Directors

Office

Corporate EVP: 1 person

(20 years and 11 months / 3 years and 1 month)

Principal Professional: 2 person

(19 years / 4 years and 3 months)

Senior Professional: 2 person

(10 years and 2 months / 1 years and 8 months)



Support operation of annual shareholders’

meeting, Board meetings, and

Committee meetings



Support education for Independent Directors and

their activities



Establish database on Director candidates



Provide information regarding the agenda to each

Director



Administrative work for meetings



Record meeting agendas for the Board and

committee meetings

(1) Education programs to provide updates on key management issues for Independent Directors

①

Education programs for Independent Directors

Date

Organizer

Participants

Reasons for absence

Education contents

Mar 15, 2023

Human Resources Development

Center

Han-jo Kim

Sun-uk Kim

Jeong Kim

Jun-sung Kim

Eun-nyeong Heo

Myung-hee Yoo

N/A

History of Samsung and management

philosophy and strategies

Apr 25, 2023

Global Marketing Office

Han-jo Kim

Concurrent Business

Understanding of marketing

Samsung Electronics

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Report

232

Global EHS Center

Sun-uk Kim

Jeong Kim

Eun-nyeong Heo

Myung-hee Yoo

(Jun-sung Kim)

Understanding of EHS management status

and environment management

Oct 27, 2023

Corporate Citizenship Office

Samsung S/W Academy For Youth

Creativity & Innovation Center

Han-jo Kim

Sun-uk Kim

Jeong Kim

Eun-nyeong Heo

Myung-hee Yoo

Concurrent Business

(Jun-sung Kim)

Understanding of CSR activities such as

Stepping Stone of Hope

Introduction of SSAFY program

Introduction of C-Lab and its activities

Apr 23, 2024

IR Team

Corporate Sustainability Center

Je-yoon Shin

Hye-kyung Cho

Education on newly-

appointed Independent

Directors

Report on the implementation structure and

key issues of the Sustainability Committee

Apr 23, 2024

Auditing Team

Myung-hee Yoo

Hye-kyung Cho

Education on newly-

appointed Audit members

Pre-orientation on Audit Committee

operations .

Jul 29, 2024

DS Division

Global Infrastructure

Han-jo Kim

Jun-sung Kim

Eun-nyeong Heo

Myung-hee Yoo

Je-yoon Shin

Hye-kyung Cho

N/A

Understanding of Semiconductor fab

infrastructure

Apr 4, 2025

Board of Directors Office

Je-yoon Shin

Education for newly-

appointed Board Chair

Orientation on Board operation

- Schedule, Board evaluation, and BSM, etc

②

Orientation for newly appointed Independent Directors

Date

Organizer

Participants

Reasons for absence

Education contents

Mar 20, 2024

Corporate Management Office

Je-yoon Shin

Hye-kyung Cho

N/A

Key issues regarding Board activities and

management

Apr 26, 2024

Human Resources Development Center

Je-yoon Shin

Hye-kyung Cho

N/A

History of Samsung and management

philosophy

Mar 19, 2025

Corporate Management Office

Hyuk-jae Lee

N/A

Key issues regarding Board activities and

management

Apr 29, 2025

Human Resources Development Center

Hyuk-jae Lee

N/A

History of Samsung and management

philosophy

※ New Independent Directors are subject to the orientation.

2. Audit System

A. Profiles of Audit Committee members

As of December 31, 2025, SEC operates an Audit Committee consisting of three Independent Directors. Director Je-

yoon Shin qualifies as an expert in finance in accordance with relevant regulations.

Name

Major experience

Accounting/financial expertise

Classification

Relevant experience

Je-Yoon

Shin

ㆍ

2019–2024: Audit committee member, Lotte Insurance

ㆍ

2018–2024: Audit committee member, HDC Holdings

ㆍ

2017–present: Senior Advisor at Bae, Kim, and Lee LLC

ㆍ

2017–2023: President, Financial Education Council

ㆍ

2017–2018: Ambassador for International Financial Cooperation, Ministry of

Foreign Affairs

ㆍ

2015–2016: President, Financial Action Task Force on Money Laundering

ㆍ

2013–2015: Chairman, Financial Services Commission

ㆍ

2011–2013: First Vice-minister of Economy and Finance

ㆍ

2008–2011: Director General of International affairs, Ministry of Economy and

Type 4

ㆍ

2013–2015: Chairman, Financial

Services Commission

ㆍ

Ministry of Economy and Finance

- 2011–2013: First Vice-minister

- 2008–2011: Director General of

International

Samsung Electronics

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Report

233

Finance (Deputy Minister)

Myung-hee

Yoo

ㆍ

2022–present: Audit committee member, Hyundai Construction Equipment

ㆍ

2022–present: Visiting Professor, Graduate School of International Studies,

Seoul National University

ㆍ

2021–2022: Ambassador for Economy and Trade, Ministry of Foreign Affairs

(MOFA)

ㆍ

2019–2021: Trade Minister, Ministry of Trade, Industry and Energy (MOTIE)

ㆍ

2018–2019: Director General for FTA Policy, Office of FTA Negotiations, MOTIE

ㆍ

2017–2018: Director General, Bureau of Trade Policy, office of FTA

Negotiations, MOTIE

ㆍ

2015–2017: Director General, FTA Negotiations & East Asia FTA Bureau,

MOTIE

ㆍ

2014–2015: Spokesperson for Foreign Media, Office of Public Relations, Office

of the President

–

Hye-kyung

Cho

ㆍ

2021–present: Audit committee member, Hyundai Construction

ㆍ

2023–present: Full member of National Academy of Engineering of Korea

ㆍ

2022–2022: President of Korea Robotics Society

ㆍ

2021–2022: Member of Mechanical Material Advisory Committee at Presidential

Advisory Council on Science & Technology

ㆍ

2020–2021: Vice President of Institute of Control, Robotics and Systems

ㆍ

2014–2017: Director of the Korean Institute of Electrical Engineers

ㆍ

2012–2015: Director of the Korea Institute for Robot Industry Advancement

(Board Chair)

ㆍ

1996–present: Professor in Applied AI at Hansung University

–

* Defined in Public Disclosure Guideline and Article 37-2 of the Enforcement Decree of the Commercial Act

1) Experience at financial, government, securities-related organizations in charge of accounting or finance or in charge of supervision over

accounting or finance for an aggregate of at least five years

B. Audit Committee independence

Pursuant to related laws and the Articles of Incorporation, SEC has prepared internal audit regulations which

encompass composition, operation, authority, and responsibility of the Audit Committees to carry out audit related

activities.

Audit Committee members are approved at general meeting of shareholders following recommendations by the Board

of Directors and the Independent Director Recommendation Committee. The Audit Committee is composed of

financial expert Director Je-Yoon Shin as well as Directors Myung-hee Yoo and Hye-kyung Cho, who have audit

committee experience at other listed companies. The Audit Committee members have no relationship with the

Company, its largest shareholder, or major shareholders that could undermine the independence of the Audit

Committee. In addition, the Audit Committee meets all requirements set forth by relevant laws, such as being headed

by an Independent Director.

Requirements

Requirement status

Applicable acts, etc.

The audit committee shall consist of at least three directors.

Satisfied: the committee consists of three Directors

Article 415-2 (2) of the

Commercial Act,

The ratio of independent directors shall exceed two thirds of

the total number of members.

Satisfied: all members are independent directors

Article 2 of the Company’s

Audit Committee Regulation

At least one member of the committee shall be an

accounting or financing expert.

Satisfied: Independent Director Je-Yoon Shin

Article 542-11 (2) of the

Commercial Act,

The representative of the committee shall be an

Independent Director.

Satisfied: Independent Director Je-Yoon Shin

Article 3 of the Company’s

Audit Committee Regulation

Other conditions (related party of the major shareholder,

etc.)

Satisfied (n/a)

Article 542-11 (3) of the

Commercial Act

[As of December 31, 2025]

Name

Term (No. of

reappointments)

Reasons for appointment

Nominator

Relationship with

the Company

Relationship with

the Company’s

Concurrent

positions

Samsung Electronics

Business

Report

234

major shareholders

Je-Yoon

Shin

Mar 2025–

Mar 2027

(newly appointed)

Director Je-Yoon Shin is a financial expert with

extensive experience and professional

expertise. He is expected to carryout Audit

Committee activities with an objective and

independent perspective on overall

management

Board of Directors

N/A

Myung-hee

Yoo

Mar 2025–

Mar 2028

(1)

Director Myung-hee Yoo is an expert in

international trade who previously served as the

Minister for Trade, Ministry of Trade, Industry,

and Energy. Leveraging his diplomatic

communication skills and extensive global

network, he is expected to contribute to the

Audit Committee with an independent and

objective perspective.

Board of Directors

N/A

Hye-kyung

Cho

Mar 2024–

Mar 2027

(newly appointed)

Director Hye-kyung Cho is an engineering

expert who has served as a professor in AI

Applications and as president of the Korea

Robotics Society. She is expected to strictly

and fairly fulfill her roles and responsibilities as

a member of the Audit Committee, in response

to the growing diversity of stakeholders and

increasing demands for ESG management.

Independent Director

Recommendation

Committee

N/A

※ Relationship with the Company and Company’s major shareholders is in accordance with Article 542-8 of the Commercial Act.

The Audit Committee reviews accounting documents including financial statements and audit process related

documents presented by the external auditor, and if needed, requests the external auditor to perform additional reviews

on accounting books and records.

To ensure the reliability of accounting related disclosures, the audit committee receives and reviews a report on

internal accounting control systems prepared by internal accounting managers. Also, the Audit Committee receives

biannual reports form the auditing team, which include regular audits, ad-hoc audits and special audits, and attend the

Board meetings and other significant meetings. The Committee receives reports on deliberations of the Management

Committee and on business performance from Directors and requests additional reviews and supplementation of data

as needed.

In particular, the Committee strengthened its supporting organization to conduct audits of financial accounting in

conjunction with the evaluation of the internal control system. Additionally, the Committee is reinforcing its

evaluation of the Compliance Officer and the audit department's compliance control activities, the operation of

whistleblowing channels, and the activities of the security and personal data protection department in safeguarding

trade secrets and customer information, as part of the Company's overall risk prevention efforts.

C. Major activities of the Audit Committee (2025)

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235

※ The external auditor reported that it did not perform non-audit services subject to approval by the Audit Committee, which was confirmed by

the Audit Committee. Audit Committee made final confirmation through internal discussion that non-audit services subject to the Committee’s

approval had not been performed.

Date

Agenda

Voting

results

Directors

(attendance)

Han-jo Kim

(100%)

Myung-hee Yoo

(100%)

Hye-kyung Cho

(100%)

Je-Yoon Shin

(100%)

Jan 24

1. 2024 internal accounting management system activities

2. Communication between external auditor and audit commit

tee

3. FY24 financial statements and full-year business report

4. 4Q24 non-audit activities

5. 4Q24 external contributions

6. 2024 audit activities

N/A

(newly

appointed)

Feb 14

1. Deliberation on the 56th AGM agenda items

2. Evaluation of 2024 internal accounting management syste

m activities

3. Audit Committee’s audit report

4. Operational status of 2024 internal accounting management

system

Apr 28

1. Appointment of the head of the Audit Committee

2. Communication between external auditor and audit commit

tee

3. 2024 external audit activities

4. 1Q25 interim business report

5. 1Q25 non-audit activities

6. Determining contract terms with external auditors

7. Inspection plans for 2025 internal accounting management

system activities.

8. 1Q25 external contributions

Approved

N/A

(Term expired)

For

May 28

1. Evaluation plans for 2025 internal accounting management

system activities

Jul 29

1. Communication between external auditor and audit commit

tee

2. Amendment to the operating regulations for Audit Committ

ee support department

3. Approval of compliance requirements and evaluation criteri

a for the appointment of external auditor

Approved

For

Jul 30

1. 1H25 interim business report

2. 2Q25 non-audit activities

3. 2025 interim report internal accounting management syste

m activities

4. 2Q25 external contributions

5. 1H25 audit activities

6. Report on operational status of compliance reporting

7. Report on operational status of information security mana

gement system

Aug 11

1. Report on operational status of capital management and

control system in North America

2. Report on status of litigation response in North America

3. Report on operation of misconduct reporting channels and

compliance audit status

4. Report on the status of revenue deduction operation and

control

Oct 28

1. Communication between external auditor and audit committ

2. 3Q25 interim business report

3. 3Q25 non-audit activities

4. 3Q25 external contributions

5. 2025 Interim report on evaluation of internal accounting

management system activities

Nov 26

1. Report on evaluation result of external auditor candidate

proposal

2. Report on status of compliance inspection

3. Report on security framework of the DS Division

Nov 28

1. Approval of the appointment of external auditor

Approved

For

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Report

236

D. Education programs for the Audit Committee

In accordance with the Internal accounting management system guidelines, the Company systematically operates

regular training programs for the Audit committee at least once a year. Also, to enable the Audit Committee to

effectively respond to legal amendments and changes in accounting standards, and to enhance its understanding of the

Company’s risk management framework and internal controls, the supporting team provides guidance on and actively

encourages participation in external seminars and other relevant training programs. Furthermore, it plans and conducts

ad-hoc briefing sessions on corporate governance business structure, changes in business environment, the roles and

responsibilities of the Audit Committee, and updates related to internal controls and the Internal Accounting

Management System.

E. Previous education sessions

Date

Organizer

Participants

Reasons for absence

Education contents

Oct 27, 2023

Corporate Finance & Accounting Team,

External experts

Han-jo Kim

Sun-uk Kim

Jeong Kim

N/A

Measures for advancement of internal accounting

control system using generative AI, etc.

Apr 23, 2024

External experts, Audit team

Internal accounting assessment support group

Myung-hee Yoo

Hye-kyung Cho

only for newly-appointed

members of Audit

Committee

Basic overview of the Audit Committee and

roles/responsibilities of Committee members

May 21, 2024

External experts

Hye-kyung Cho

Voluntary attendance

Corporate governance the Audit Committee’s

system, operation, and action plans.

Jul 4, 2024

External experts

Myung-hee Yoo

Hye-kyung Cho

Voluntary attendance

IT controls, digital audit, compliance oversight

Jul 8, 2024

Internal accounting assessment support group

Myung-hee Yoo

Hye-kyung Cho

Voluntary attendance

Key audit matters

Nov 20, 2024

External experts

Han-jo Kim

Myung-hee Yoo

Hye-kyung Cho

N/A

Internal accounting control system

Apr 14, 2025

External experts

Internal accounting assessment support group

Je-Yoon Shin

Myung-hee Yoo

Hye-kyung Cho

N/A

Roles/responsibilities of Committee members

Annual schedule and auditor appointment

procedures

May 23, 2025

External experts

Je-Yoon Shin

Hye-kyung Cho

Voluntary attendance

Corporate governance the Audit Committee’s

system, operation, and action plans.

May 28, 2025

External experts

Je-Yoon Shin

Hye-kyung Cho

Voluntary attendance

Prevention of fund misappropriation, cases of fund

misconduct detection, financial reporting and

internal control, etc.

May 28, 2025

Internal accounting assessment support group

Je-Yoon Shin

Myung-hee Yoo

Hye-kyung Cho

N/A

The Company’s global business structure and

financial reporting IT

Jul 1, 2025

External experts

Myung-hee Yoo

Hye-kyung Cho

Voluntary attendance

Considerations of the Board and the Audit Committee

in preparation for sustainability disclosure, etc.

Jul 29, 2025

External experts

Je-Yoon Shin

Myung-hee Yoo

Hye-kyung Cho

N/A

Understanding financial statements and analysis of

business feasibility

Sep 22, 2025

External experts

Je-Yoon Shin

Myung-hee Yoo

Hye-kyung Cho

N/A

Cash flow and corporate value

Oct 21, 2025

External experts

Myung-hee Yoo

Hye-kyung Cho

Voluntary attendance

New business environment and the role of Audit

Committee

Nov 26, 2025

External experts

Je-Yoon Shin

Myung-hee Yoo

Hye-kyung Cho

N/A

Internal accounting control system

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F. Support team for the Audit Committee

[As of Decmeber 31, 2025]

Team

Number of employees

Service years on team

Major tasks

Audit Committee

Office

1 Vice President: 2 months

1 Lawyer: 9 months

2 Principal Professionals: 2 years and 7 months on average

1 Senior Professional: 1 year and 4 months

Support the Audit Committee

Support assessment of the i

nternal accounting managem

ent system

※

The supporting organizations, previously divided between the Management Advisory Team and the Internal Accounting Assessment Support

Group under the Audit Committee, were integrated in the Audit Committee Office under the direct supervision of the Audit Committee to

strengthen its independence.

※ Service years are based on the period in charge of the assigned duty.

G. Compliance Officer

[As of December 31, 2025]

1. Personal information

and major career

Name

Jung-ho Park

Date of birth

September 1971

Sex

Male

Current position

Corporate Compliance Team leader at Samsung Electronics

(December 2022–present)

Career

Dec 2022: Head of Compliance Team, SEC (Executive Vice President)

Jan 2020: Compliance Team, SEC (Vice President)

Mar 2018: Legal & Compliance Team, DS Division, SEC (Vice President)

Dec 2014: Corporate Legal Team, Corporate Legal Office, SEC (Vice President)

May 2004: HR Team, Corporate Management Office, SEC (lawyer)

Academic background

Bachelor’s Degree in Law (Seoul National University)

Master’s Degree in Human Resources & Labor Relations (Michigan State University)

2. Date of Board resolution

November 28, 2025

3. Disqualifications

N/A

4. Others

N/A

※ Compliance officer meets the eligibility requirement (lawyer) stated in Article 542-13 (5) of the Commercial Act.

※

Jung-ho Park, Head of Compliance Team was re-appointed as Compliance Officer following Board resolution in November 28, 2025.

H. Major compliance activities

The Company conducts compliance assessments on a regular and ad-hoc basis and reflects the results in the

Company’s business activities to improve compliance of the Company and its employees.

Date

Assessment subject

Assessment area

Results

Feb 2025

Compliance of subsidiaries

Trade secrets, technology misuse

Overall result

was satisfactory.

Internal policies

were followed in

areas where

there was room

for improvement.

Mar 2025

Compliance of domestic and overseas third-party

production customers

Integrated QA (ODM, OEM, KD, etc.)

Apr 2025

Compliance of online sales websites

Consumer protection, dark patterns

Assessment of customer trade secret infringement risks

Trade secrets

May 2025

Compliance of online sales websites

Consumer protection, green washing

Jun 2025

Voluntary compliance of overseas subsidiaries

Compliance of domestic and overseas third-party

production customers

Status of compliance program

Integrated QA (ODM, OEM, KD, etc.)

Jul 2025

Patent application process

Technology misuse, trade secrets, etc.

Aug 2025

Compliance of online sales websites

Consumer protection, dark patterns, green washing

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Sep 2025

Internal personal information processing system

Personal information

Assessment

business

partner

trade

secret

infringement risks

Trade secrets

Compliance of domestic and overseas third-party

production customers

Technology leakage, product liability, etc.

Nov 2025

Compliance of online sales websites

Consumer protection, dark patterns, green washing

Risks related to external sponsorships

Anti-corruption, fair trade

Dec 2025

Patent application process

Technology misuse, trade secrets, etc.

Trade secret infringement risks involving business

partners

Trade secrets

Export control compliance program

Export controls

Compliance of domestic and overseas third-party

production customers

Technology leakage, product liability, etc.

※ Assessment conducted in the final month of each quarter.

※ Each assessment was conducted on selected organizations.

I. Support team for the Compliance Officer

[As of December 31, 2025]

Team

Composition

Service years (average)

Major tasks

Compliance team,

etc.

Vice Presidents (2)

Principal Professionals (24)

Lawyers (12)

Senior Professionals (26)

Professionals (4)

Total: 68

Vice Presidents (8 months)

Principal Professionals (9 years and 3 months)

Lawyers (6 years and 1 months)

Senior Professionals (6 years and 7 months)

Professionals (3 years and 1 months)

Supports activities

of the Compliance

Officer

※ Service years are based on the period in charge of the assigned duty.

3. General meeting of shareholders

A. Voting method

As of December 31, 2025, the Company has not adopted cumulative voting or paper voting and has adopted electronic

voting, which was used at the AGM on March 19, 2025.

On January 30, 2020, the Board resolved to adopt electronic voting to enhance convenience in exercising voting rights

for shareholders in accordance with Article 368-4 (Exercise of Voting Rights by Electronic Means) of the Commercial

Act. E-voting has been used at every AGM since it was introduced at the AGM on March 18, 2020.

The convocation notice of general meeting of shareholders includes the information that voting rights can be exercised

electronically. Owners of shares as of the last day of every settlement term can exercise their voting rights via the

electronic voting system of Korea Securities Depository ten days prior to general meeting date until the day before the

meeting, without being present at the meeting.

[As of December 31, 2025]

Classification

Cumulative voting

Paper voting

Electronic voting

Adoption

Excluded

Not adopted

Adopted

Implementation

AGM (2024)

※ The Company as of the reporting date employs proxy voting and it contacts shareholders directly to recommend delegating voting rights,

contacts shareholders by mail or email, and also made a power of attorney form available on the Company website.

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B. Minority shareholder rights

No minority shareholder rights were exercised during the reporting period.

C. Competition over management rights

No competition over management rights occurred during the reporting period.

D. Voting shares

As of December 31, 2025, SEC has 5,919,637,922 issued shares of common stock, and 815,974,664 issued shares of

preferred stock with no voting rights. Among them, 91,828,987 common shares and preferred shares have no voting

rights. Excluding shares(598,645,009 shares) whose voting rights are restricted under other regulations, the number of

shares eligible to exercise voting rights is 5,229,163,926.

[As of December 31, 2025]

Classification

Share type

Number of shares

Note

Number of issued shares (A)

Common

5,919,637,922

Preferred

815,974,664

Shares with no voting rights (B)

Common

91,828,987

Treasury shares

Preferred

Shares with no voting rights according

to Articles of Incorporation (C)

Common

Preferred

815,974,664

Including 13,603,461 preferred shares held in treasury

Shares with limited voting rights under

relevant laws (D)

Common

598,329,941

Restricted by the Monopoly Regulation and Fair Trade Act:

503,904,843 shares held by Samsung Life Insurance &

88,058,948 shares held by Samsung Fire & Marine Insurance

4,484,150 shares held by Samsung Welfare Foundation

1,880,750 shares held by Samsung Foundation of Culture

1,250 shares held by Samsung Life Public Welfare Foundation

Common

315,068

Restricted by the Insurance Business Act: Shares held by

Samsung Life Insurance in certain special accounts

Shares with voting rights

(E = A - B - C - D)

Common

5,229,163,926

Preferred

※ Pursuant to Korea’s Monopoly Regulation and Fair Trade Act, owners can exercise certain rights on some shares (598,329,941) in accordance

with related laws, including the right to vote on agendas such as the appointment or dismissal of directors and revisions to the Articles of

Incorporation.

E. Stock affairs

Preemptive rights in the Articles of Incorporation

1. New shares to be issued by the Company shall be allocated to the shareholders in proportion to their respective shareholdings in accordance with

Paragraph 6, Article 8. If shares are not subscribed for as a result of waiver or loss of the preemptive right of the shareholders to subscribe for new

shares, or if fractional shares remain at the time of allocation of new shares, such shares may be disposed of by a resolution of the Board of Directors

in accordance with applicable laws and regulations.

2. Notwithstanding the above Paragraph 1, new shares may be allocated to persons other than shareholders in the following cases:

①

If the Company issues new shares or causes underwriters to underwrite new shares by a resolution of the Board of Directors in accordance with

applicable laws and regulations including the Financial Investment Services and Capital Markets Act;

②

If the Company allocates new shares preferentially to members of the Employee Stock Ownership Association by a resolution of the Board of

Directors in accordance with applicable laws and regulations including the Financial Investment Services and Capital Markets Act;

③

If the Company issues new shares for the issuance of depositary receipts (DR) by a resolution of the Board of Directors in accordance with the

applicable laws and regulations including the Financial Investment Services and Capital Markets Act;

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④

If the Company issues new shares by public offering in accordance with Article 11-3;

⑤

If new shares are issued by the exercise of stock options in accordance with Article 11-4;

⑥

If the Company issues new shares to the extent of 20% of the total issued and outstanding shares to domestic or foreign financial institutions for

the purpose of obtaining financing urgently or to the relevant partner company for the purpose of inducing technology therefrom, etc., by a

resolution of the Board of Directors; provided that the issue price of the new shares shall not be less than the price prescribed by the Financial

Investment Services and Capital Markets Act and other applicable laws and regulations.

☞

(Note) Paragraph 6, Article 8

In the case of rights issue, bonus issue or stock dividend, the holders of common shares shall be entitled to common shares, and the holders of

preferred shares shall be entitled to preferred shares, in proportion to their respective shareholdings; provided that in the case of rights issue and stock

dividend the Company may, if necessary, issue only one kind of shares, where all the shareholders shall be entitled to such kind of shares to be

issued.

☞

(Note) Article 11-3 (Public Offering)

1. The Company may issue new shares by public offering to the extent that the new shares do not exceed 20% of the total number of issued and

outstanding shares by a resolution of the Board of Directors, pursuant to Article 165-6, Paragraph 1, Item 3 of the Financial Investment Services and

Capital Markets Act.

2. If the Company issues new shares by public offering, the type, quantity and issue price of the shares to be newly issued shall be determined by a

resolution of the Board of Directors; provided that the issue price of such new shares shall not be less than the price prescribed by the Financial

Investment Services and Capital Markets Act and other applicable laws and regulations.

☞

(Note) Article 11-4 (Stock Options)

1. The Company may grant stock options to its officers and employees (including officers and employees of the related companies as set forth in

Article 542-3, Paragraph 1 of the Commercial Code; the same shall apply for the purpose of this Article) by a special resolution of the general meeting

of shareholders pursuant to Article 542-3 of the Commercial Code, to the extent permitted by the Commercial Code; provided, however, that the

Company may grant the stock options to its officers and employees (except for the directors of the Company) by a resolution of the Board of Directors

to the extent determined by the relevant laws and regulations.

2. The person to whom stock options may be granted are the officers and employees who have contributed or have the capacity to contribute to the

establishment, management, overseas business, technical innovation, etc. of the Company; provided, however, that the officers and employees who

may not be entitled to stock options under the relevant laws and regulations shall be excluded.

3. The shares to be issued to the officers or employees by the exercise of their stock options (in case the Company pays, either in cash or treasury

shares, the difference between the exercise price of stock options and the market price, they refer to the shares which are the basis for such

calculation) shall be common shares in registered form or preferred shares in registered form.

4. Total number of shares to be delivered in accordance with the exercise of stock options shall be up to the extent permitted by the relevant laws and

regulations.

5. The stock options may be exercised until an expiry date determined by a resolution of the general meeting of shareholders or the Board of Directors

and such expiry date shall be determined within a period not exceeding eight (8) years from the date when two (2) years have elapsed from the date of

the general meeting of shareholders or the date of the Board of Directors’ meeting at which a resolution to grant such stock options is adopted;

provided, however, that the person to whom a stock option is granted should serve the Company for at least two (2) years after the date of such

resolution in order to exercise such stock option, unless otherwise set forth by relevant laws and regulations.

6. The terms and conditions for stock options, such as the contents and exercise price thereof shall be determined by a special resolution of the

general meeting of shareholders or by a resolution of the Board of Directors in accordance with the relevant laws and regulations and the Articles of

Incorporation; provided, however, that such matters which are not provided for as matters reserved for resolutions of the general meeting of

shareholders or the Board of Directors’ meeting under the relevant laws and regulations or the Articles of Incorporation may be determined by the

Board of Directors or a committee authorized by the Board of Directors.

7. The Company may cancel the grant of stock options by a resolution of the Board of Directors in any of the following cases:

①

In case the relevant officer or employee voluntarily retires from his/her office or leaves the Company after the grant of stock options;

②

In case the relevant officer or employee causes substantial damages to the Company due to his/her willful misconduct or negligence;

③

In case any of the causes for cancellation set forth in the stock option agreement occurs.

Settlement date

Dec 31

Annual General

Meetings of

Shareholders

Within 3 months after the end of every business year

Record date (closing period)

Last day of fiscal year (One month from Jan 1)

Transfer agent

Korea Securities Depository (T: +82-51-519-1500): 40 Munhyeongeumyung-ro, Nam-gu, Busan, Korea

Shareholder benefit

n/a

Published on

Joongang Daily

With Act on Electronic Registration of Stocks, Bonds, etc. (“Electronic Securities Act”) taking effect Sep 16, 2019, rights s

pecified on stocks

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and

subscription warrants are subject to mandatory electronic registration, therefore, “Stock types” are no longer applicable.

* Related information is published on Joongang Daily in pursuant to our Articles of Incorporation, as well as on our website

(https://www.samsung.com/sec/ir).

Summary of the AGM minutes

[As of December 31, 2025]

Date

Agenda

Results

Content

AGM

(Mar 19,

2025)

1. Approval of audited financial statements for FY2024, including

Statements of Financial Position, Statements of Profit or Loss,

Statements of Appropriation of Retained Earnings

Approved

∙

Explanation of FY2024 business performance and dividends

∙

Q&A on measures to enhance shareholder value, including stock

price management

∙

Q&A on M&A, business competitiveness and tariffs

∙

Q&A on internal accounting control system

2. Election of Directors

2-1. Election of Independent Directors

2-1-1. Election of Jun-sung Kim as Independent Director

2-1-2. Election of Eun-nyeong Heo as Independent Director

2-1-3. Election of Myung-hee Yoo as Independent Director

2-1-4. Election of Hyuk-jae Lee as Independent Director

2-2. Election of Executive Directors

2-2-1. Election of Young-Hyun Jun as Executive Director

2-2-2. Election of Tae-moon Roh as Executive Director

2-2-3. Election of Jae-hyuk Song as Executive Director

Approved

∙

Explanation of the selection process for Independent Director

candidates and the reasons for recommending Executive Directors

∙

Q&A on the criteria for selecting Independent Director

candidates

∙

Q&A on female directors and executives

∙

Q&A on the appointment of global talent

3. Approval of Director Remuneration Limit (FY2025)

Approved

∙

Q&A on the procedures for reviewing director remuneration limit

and its composition

4. Election of Audit Committee member

4-1. Election of Jae-yoon Shin as Audit Committee Member

4-2. Election of Myung-hee Yoo as Audit Committee Member

Approved

∙

Explanation of the reasons for recommending Audit Committee

member candidates with expertise in finance/accounting and

international trade/law

∙

Q&A regarding accounting/financial expertise of Audit

Committee member candidates

AGM

(Mar 20,

2024)

1. Approval of audited financial statements for FY2023, including

Statements of Financial Position, Statements of Profit or Loss,

Statements of Appropriation of Retained Earnings

Approved

∙

Explanation of FY2023 business performance and dividends

∙

Q&A on measures to enhance shareholder value

∙

Q&A on business competitiveness

2. Election of Je-Yoon Shin as Independent Director

Approved

∙

Explanation of the reasons for recommending the candidate with

finance/accounting expertise

3. Election of Hye-Kyung Cho as Independent Director for Audit

Committee Member

Approved

∙

Explanation of the reasons for recommending the candidate,

including her audit experience in various organizations

∙

Q&A on the selection of a candidate including opinions on the IT

and accounting/financial expertise of an independent director

candidate who may serve as an Audit Committee member

4. Election of Myung-Hee Yoo as Audit Committee Member

Approved

∙

Explanation of the reasons for recommending the candidate with

expertise in international trade and law

∙

Q&A on the selection of an Audit Committee member candidate,

including accounting/financial expertise of the candidate and views

on the diversity of the Committee

5. Approval of Director Remuneration Limit (FY2024)

Approved

∙

Q&A on the procedures for reviewing director remuneration limit

and its composition

6. Approval of Amendments to the Articles of Incorporation

Approved

∙

Explanations of the background and details of the amendments

to the Articles of Incorporation, including the reflection of relevant

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laws and regulations and the activities of Board committees

AGM

(Mar 15,

2023)

1. Approval of FY22 financial statements, including balance

sheet, income statement, and the statement of appropriation of

retained earnings, etc.

Approved

∙

Explanation of FY2023 business performance and dividends

∙

Q&A on measures to enhance shareholder value,

∙

Q&A on business competitiveness

2. Appointment of Jong-hee Han as Executive Director

Approved

∙

Explanation of the reasons for recommending the candidate,

including his leadership across the end-product business

3. Approval of remuneration limit for Directors

Approved

∙

Q&A on the procedures for reviewing director remuneration limit

and its composition

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Ⅶ. Information on Shareholders

1. Ownership of shares by the major shareholder(s) and related parties

[As of December 31, 2025]

(shares, %)

Name

Relationship

Type of

Ownership

Notes

Period start

Period end

Stake (%)

Samsung Life

Insurance

Major shareholder

Common

508,157,148

8.51

503,904,843

8.51

Off-hours trading

Preferred

43,950

0.01

43,950

0.01

Samsung Life

Insurance

(special accounts)

Major shareholder

Common

5,378,652

0.09

4,424,328

0.07

Open market transactions

Preferred

329,788

0.04

159,926

0.02

Open market transactions

Samsung C&T

Affiliate

Common

298,818,100

5.01

298,818,100

5.05

Samsung Fire &

Marine Insurance

Affiliate

Common

88,802,052

1.49

88,058,948

1.49

Off-hours trading

Samsung Welfare

Foundation

Funded foundation

Common

4,484,150

0.08

4,484,150

0.08

Samsung Foundation

Of Culture

Funded foundation

Common

1,880,750

0.03

1,880,750

0.03

Samsung Life Public

Welfare Foundation

Funded foundation

Common

1,250

0.00

1,250

0.00

Ra-hee Hong

Related party of the major

shareholder

Common

97,978,700

1.64

87,978,700

1.49

Off-hours trading

Preferred

206,633

0.03

206,633

0.03

Jae-yong Lee

Related party of the major

shareholder

Common

97,414,196

1.63

97,414,196

1.65

Preferred

137,757

0.02

137,757

0.02

Boo-jin Lee

Executive member of affiliate

Common

47,745,681

0.80

41,745,681

0.71

Off-hours trading

Preferred

137,755

0.02

137,755

0.02

Seo-hyun Lee

Executive member of affiliate

Common

47,290,190

0.79

45,574,190

0.77

Off-hours trading

Preferred

137,755

0.02

137,755

0.02

Young-hyun Jun

Executive member of affiliate

Common

0.00

17,000

0.00

Newly appointed

Tae-moon Roh

Executive member of affiliate

Common

28,000

0.00

50,679

0.00

Stock-based

compensation

Jai-hyuk Song

Executive member of affiliate

Common

0.00

13,373

0.00

Newly appointed

Stock-based

compensation

Hye-Kyung Cho

Executive member of affiliate

Common

500

0.00

500

0.00

Hyuk-jae Lee

Executive member of affiliate

Common

0.00

200

0.00

Newly appointed

Jong-hee Han

Executive member of affiliate

Common

25,000

0.00

Resigned

Jung-bae Lee

Executive member of affiliate

Common

21,800

0.00

Term expired

Han-jo Kim

Executive member of affiliate

Common

6,985

0.00

Term expired

Total

Common

1,198,033,154

20.07

1,174,366,888

19.84

Preferred

993,638

0.12

823,776

0.10

※ In accordance with Article 3 Paragraph 1 of Enforcement Decree of the Act on Corporate Governance of Financial Companies.

※

Common shares have voting rights, while preferred shares do not. (However, the voting rights of certain common shares are restricted under

other applicable laws.)

※ Changes in ownership ratio, other than those from on-market and off-hour trading, are due to Company repurchases and cancellations.

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※ For changes after December 31, 2025, please refer to ‘Ownership status of securities, etc. of executives and major shareholder’ published in

Korean in DART (https://dart.fss.or.kr).

※

A securities disposal trust agreement was entered into on January 9, 2026, with respect to a portion of the shares held by a related party (Ra-

hee Hong) of the Company’s major shareholder. For

further details, please refer to the ‘Report on Significant Holdings of Stocks, etc. (General)’

dated January 16, 2026, published in DART (http://dart.fss.or.kr)

2. Matters related to the major shareholder

A. Overview of the major shareholder (corporation or organization)

(1)

Basic information of the major shareholder (Samsung Life Insurance Co., Ltd.)

Legal, commercial name: Samsung Life Insurance Co., Ltd.

Date of establishment: April 24, 1957

Address, phone number, and English language website of the corporate headquarters

Address: 11, Seocho-daero 74-gil, Seocho-gu, Seoul, Republic of Korea

Phone: +82-2-1588-3114

Website: https://www.samsunglife.com

CEO and major shareholder of the major shareholder (Samsung Life Insurance)

Name

Number of investors

CEO

Major shareholder

Name

Share ratio (%)

Name

Share ratio (%)

Samsung Life Insurance Co., Ltd

75,305

Won-hak Hong

0.00

Samsung C&T

19.34

※ As of December 31, 2025, based on common shares.

Changes to the CEO and major shareholder of the major shareholder (Samsung Life Insurance)

Date of change

CEO

Major shareholder

Name

Share ratio (%)

Name

Share ratio (%)

Mar 21, 2024

Won-hak Hong

0.00

※ Mar 21, 2024: Young-muk Jeon resigned from his position as CEO, and Executive Director Won-hak Hong was appointed as CEO

(2)

Basic information of the major shareholder (Samsung Life Insurance Co., Ltd.)

(KRW mil)

Classification

Name of the corporation or organization

Samsung Life Insurance Co., Ltd

Total assets

350,685,701

Total liabilities

285,850,383

Total equity

64,835,318

Revenue

37,138,310

Operating profit

2,580,469

Net profit

2,451,515

※ The financial status is as of December 31, 2025, based on the consolidated K-IFRS financial statements.

(3)

Business conditions of the major shareholder (Samsung Life Insurance)

Samsung Life Insurance is a company in which life insurance and its related reinsurance contract are the key purpose

of business operations, and it operates businesses in accordance with the Insurance Business Act and other related laws.

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Its key subsidiary, Samsung Card, is a specialized credit finance business company that operates specialized credit

finance businesses (including credit card business, facility leasing business, and installment financing business) in

accordance with the Specialized Credit Finance Business Act and other related laws.

☞

Please refer to the business report (interim and half-year) of Samsung Life Insurance published in DART

(https://dart.fss.or.kr) for more details of the major shareholder.

B. Certain transaction that may cause changes in the major shareholder

N/A

C. Overview of the major shareholder of the major shareholder

(1)

Basic information of the major shareholder (Samsung C&T) of the major shareholder (Samsung Life Insurance)

Legal, commercial name: Samsung C&T Corporation

Date of establishment and period of existence: Dongwha Real Estate was first established on December 23,

1963, and the company name was changed to Cheil Industries in July 2014. It merged with Samsung C&

T Corporation (founded as Samsung Sanghoe on March 1, 1938, and established as Samsung C&T in Janu

ary 1951) and changed the company name to Samsung C&T Corporation on September 2, 2015 (merger re

gistration date).

Address, phone number, and English language website of the corporate headquarters

Address: 26, Sangil-ro 6-gil, Gangdong-gu, Seoul, Republic of Korea

Phone: +82-2-2145-5114

Website: https://www.samsungcnt.com

CEO and major shareholder of the major shareholder (Samsung C&T) of the major shareholder

Name

Number of investors

CEO

Major shareholder

Name

Share ratio (%)

Name

Share ratio (%)

Samsung C&T

107,942

Se-chul Oh

0.00

Jae-yong Lee

19.93

Hai-lin Jeong

0.00

Jae-eon Lee

0.00

※ As of December 31, 2025, based on common shares.

※

Jan 2, 2026: Following the transfer of shares by way of gift from Ra-hee Hong (donor) to Jae-yong Lee (donee), Jae-yong Lee, the Company

’

major shareholder, holds 21.00% ownership stake as of the filing date.

Changes to the CEO and major shareholder of the major shareholder (Samsung C&T) of the major shareho

lder(Samsung Life Insurance)

Date of change

CEO

Major shareholder

Name

Share ratio (%)

Name

Share ratio (%)

Mar 17, 2023

Seung-hwan Han

Mar 17, 2023

Hai-lin Jeong

0.00

Apr 21, 2023

Jae-yong Lee

18.26

Mar 15, 2024

Jung-suk Koh

Mar 15, 2024

Jae-eon Lee

0.00

Apr 19, 2024

Jae-yong Lee

19.06

Feb 5, 2025

Jae-yong Lee

19.93

※ Mar 17, 2023: Seung-hwan Han resigned from his position as CEO, and Executive Director Hai-lin Jeong was appointed as CEO.

※ Apr 21, 2023: The share ratio of the major shareholder was changed (18.13%→18.26%) due to the cancellation of treasury shares (1,295,411

common shares).

※ May 15, 2024: Jung-suk Koh resigned from his position as CEO, and Jae-eon Lee was appointed as CEO.

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※ Apr 19, 2024: The share ratio of the major shareholder changed (18.26%→19.06%) due to the cancellation of treasury shares (7,807,563

common shares).

※ Feb 5, 2025: The share ratio of the major shareholder changed (19.06%→19.93%) due to the cancellation of treasury shares (7,807,563 common

shares)

※

Jan 2, 2026: Following the transfer of shares by way of gift (1,808,577 common shares) from Ra-hee Hong (donor) to Jae-yong Lee (donee),

the major shareholder’s ownership of common shares changed from 19.93% to 21.00%

(2)

Financial status of the recent settlement term of the major shareholder (Samsung C&T) of the major shareh

older (Samsung Life Insurance)

(KRW mil)

Classification

Name of the corporation or organization

Samsung C&T

Total assets

86,532,746

Total liabilities

29,035,796

Total equity

57,496,950

Revenue

40,742,241

Operating profit

3,292,747

Net profit

3,906,653

※ The financial status is as of December 31, 2025, based on the consolidated K-IFRS financial statements.

(3)

Business conditions of the major shareholder (Samsung C&T) of the major shareholder (Samsung Life Insur

ance)

Samsung C&T is consisted of Engineering & Construction, Trading & Investment, Fashion, and Resort Groups a

s well as biomedicine OEM and biosimilar businesses. The Engineering & Construction Group operates business

es in building, civil infrastructure, plant, and housing areas domestically and globally; Trading & Investment tra

des internationally in various fields, including resource development, steel, chemical, industrial materials, and tex

tiles. The Fashion Group imports and sells clothing. The Resort Group manages landscaping business, Everland

(dry park), Caribbean Bay (water park), golf course, food supply services, and food distribution business (Samsu

ng Welstory).

☞

Please refer to the business report (interim and half-year) of Samsung C&T published in DART (https://dart.f

ss.or.kr) for more details of the major shareholder of the major shareholder.

3. Change of the major shareholder

N/A

4. Ownership of shares

A. Share ownership status

[As of December 31, 2025]

Classification

Name

Number of shares owned

Share ratio (%)

Note

Shareholders

with over 5%

voting shares

Samsung Life Insurance

508,329,171

8.59

Including special accounts

National Pension Service

460,135,840

7.77

BlackRock Fund Advisors

300,391,061

5.07

Based on January 28, 2019

Samsung C&T

298,818,100

5.05

Employee Stock Ownership Association

Samsung Electronics

Business

Report

247

1) Including shares with limited voting rights in accordance with relevant laws. For more information, please refer to

『

VⅠ. Corporate Governance-

3. General meeting of shareholders-B. Voting shares

』

※ Number of shares owned and share ratio of BlackRock Fund Advisors is based on the “Report on Mass Holding of Securities” disclosed on

DART (http://dart.fss.or.kr) on February 7, 2019

B. Minority shareholders

[As of December 31, 2025]

Classification

Shareholder

Shares owned

Note

Number of

shareholders

Total

shareholders

Portion (%)

Number of

Total number of

Portion (%)

Minority

shareholder

4,195,927

4,196,025

99.99

3,909,148,867

5,919,637,922

66.04

※ Number of voting shares, including those with limited voting rights in accordance with relevant laws.

※ Shareholders with shares less than 1/100 of total issued stocks.

5. Stock price and stock transactions

A. Domestic stock market

(KRW, shares)

Type

Jul 2025

Aug 2025

Sep 2025

Oct 2025

Nov 2025

Dec 2025

Common

stock

Stock price

(KRW)

High

72,600

71,900

86,100

107,500

111,100

119,900

Low

60,200

68,800

67,600

86,000

94,800

100,800

Average

65,087

70,470

77,023

97,111

100,700

108,724

Volume

(shares)

High (day)

39,448,683

24,038,534

28,219,678

54,824,564

44,843,020

34,018,174

Low (day)

8,080,910

9,277,432

9,263,135

15,937,611

15,292,277

10,905,526

Month

491,591,703

282,943,885

409,841,865

484,630,984

472,946,077

389,028,028

Preferred

stock

Stock price

(KRW)

High

58,700

58,900

67,400

84,400

86,800

89,800

Low

50,100

55,900

55,400

68,000

72,300

76,300

Average

53,800

57,590

61,945

76,244

76,840

82,529

Volume

(shares)

High (day)

2,950,666

2,138,816

3,083,353

7,604,945

7,785,154

3,845,765

Low (day)

876,503

779,966

535,518

2,451,127

1,671,215

1,150,673

Month

39,090,286

25,364,776

41,405,294

73,541,426

65,015,427

49,378,275

※ Stock price is based on the closing exchange rate of the applicable trading day.

B. Overseas stock market

□

Name of stock exchange: London Stock Exchange (common stock)

(USD, KRW, shares)

Type

Jul 2025

Aug 2025

Sep 2025

Oct 2025

Nov 2025

Dec 2025

Common

stock

Price per

GDR

High

USD

1,293.00

1,306.00

1,511.00

1,865,.00

1,952.00

2,070.00

KRW

1,799,080

1,825,919

2,106,334

2,654,268

2,786,285

2,968,173

Low

USD

1,090.00

1,221.00

1,209.00

1,563.00

1,608.00

1,713.00

KRW

1,475,424

1,697,678

1,677,729

2,193,202

2,361,187

2,511,087

Average

USD

1,172.83

1,261.80

1,379.18

1,686.87

1,720.90

1,846.81

Samsung Electronics

Business

Report

248

KRW

1,612,896

1,752,729

1,919,583

2,394,651

2,508,676

2,710,606

Volume

(shares)

High (day)

28,432

33,252

24,546

30,282

41,082

31,758

Low (day)

4,970

5,628

4,570

8,578

5,599

2,262

Month

307,336

276,225

301,859

442,533

417,530

260,210

※ Stock price in KRW is based on the closing exchange rate of the applicable trading day.

※ High and low price in KRW are based on the KRW/USD closing exchange rate of the applicable trading day; average price in KRW is based

on monthly average KRW/USD exchange rate.

※ Conversion ratio between GDRs and original shares is 1:25.

□

Name of stock exchange: London Stock Exchange (preferred stock)

(USD, KRW, shares)

Type

Jul 2025

Aug 2025

Sep 2025

Oct 2025

Nov 2025

Dec 2025

Preferred

stock

Price per

GDR

High

USD

1,045.00

1,065.00

1,195.00

1,455.00

1,505.00

1,550.00

KRW

1,454,013

1,480,563

1,665,830

2,070,756

2,148,237

2,235,565

Low

USD

914.00

984.00

988.00

1,225.00

1,215.00

1,305.00

KRW

1,250,352

1,368,154

1,371,048

1,718,920

1,784,106

1,913,000

Average

USD

967.74

1,028.45

1,102.41

1,313.04

1,312.50

1,397.86

KRW

1,330,856

1,428,589

1,534,363

1,863,974

1,913,323

2,051,668

Volume

(shares)

High (day)

36,380

2,474

8,308

6,258

11,809

2,991

Low (day)

171

126

687

869

326

283

Month

88,536

21,804

44,476

69,806

69,097

27,685

※ Stock price in KRW is based on the closing exchange rate of the applicable trading day.

※ High and low price in KRW are based on the KRW/USD closing exchange rate of the applicable trading day; average price in KRW is based

on monthly average KRW/USD exchange rate.

※ Conversion ratio between GDRs and original shares is 1:25.

Samsung Electronics

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Report

249

Ⅷ. Executives and Employees

1. Executives and employees

A. Registered Executives

[As of December 31, 2025]

(shares)

Name

Gender

Date of birth

Position

Registered

Executive

Full-time/

part-time

Responsibility

Major career

Number of shares

owned

Relationship

with major

shareholder

Length of

service

(months)

Term

expiration

Common

Preferred

Young-hyun Jun

Male

Dec, 1960

Vice

Chairman

Executive

Director

Full

CEO (head of DS)

Doctor’s degree in Electrical

Engineering from KAIST

Head of DS Division; head of

Memory Business

17,000

Executive

Member of

an affiliate

Mar 18,

2028

Tae-moon Roh

Male

Sep 1968

President

Executive

Director

Full

CEO (head of DX)

Doctor’s degree in Electrical

Engineering from Pohang

University of Science and

Technology

Head of DX Division and

head of MX (Mobile

eXperience) Business, head

of Quality Innovation

Committee, head of AI

Innovation Committee

50,679

Executive

Member of

an affiliate

Mar 15,

2028

Jai-hyuk Song

Male

Aug 1967

President

Executive

Director

Full

DS CTO

Doctor’s degree in Electrical

Engineering from Seoul

National University

CTO of DS Division

Head of Semiconductor

Research Center

13,373

Executive

Member of

an affiliate

Mar 18,

2028

Je-Yoon Shin

Male

Mar 1958

Director

Independent

Director

Part

Board Chair,

Head of Audit Committee,

Head of Independent

Director Recommendation

Committee,

Head of Compensation

Committee,

Sustainability Committee

Bachelor’s Degree in

Economics from Seoul

National University

Chair of Financial Services

Commission

Executive

Member of

an affiliate

Mar 28,

2027

Jun-sung Kim

Male

Oct 1967

Director

Independent

Director

Part

Related Party Transactions

Committee,

Compensation Committee,

Head of Sustainability

Committee

Bachelor’s degree in

Economics & Business

Administration from

Carnegie Mellon University

Managing Director of

Government of Singapore

Investment Corporation

(GIC) Total Return Group

Executive

Member of

an affiliate

Mar 15,

2028

Eun-nyeong Heo

Male

Aug 1964

Director

Independent

Director

Part

Independent Director

Recommendation

Committee

Head of Related Party

Transactions Committee

Compensation Committee

Sustainability Committee

Doctor’s degree in Mineral

Economics from The

Pennsylvania State

University

Professor of College of

Engineering at Seoul

National University

Executive

Member of

an affiliate

Mar 18,

2028

Myung-hee Yoo

Female

Jun 1967

Director

Independent

Director

Part

Audit Committee

Independent Director

Recommendation

Committee

Sustainability Committee

Doctor's degree in

Administrative Law from

Vanderbilt University

Trade Minister, Ministry of

Trade, Industry and Energy

Executive

Member of

an affiliate

Mar 18,

2028

Hye_Kyung Cho

Female

Jul 1964

Director

Independent

Director

Part

Audit Committee

Sustainability Committee

Doctor’s degree in Robotics

from Seoul National

University

Professor of Applied AI at

Hansung University

500

Executive

Member of

an affiliate

Mar 19,

2027

Hyuk-jae Lee

Male

Feb 1965

Director

Independent

Director

Part

Related Party

Transactions Committee

Sustainability Committee

Doctor’s degree in Electrical

and Computer Engineering

from Purdue University

Professor of Electrical and

Computer Engineering at

200

Executive

Member of

an affiliate

Mar 18,

2028

Samsung Electronics

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Report

250

Seoul National University

※ Relationship with major shareholder is in accordance with Article 3 Paragraph 1 of the Enforcement Decree of the Act on Corporate

Governance of Financial Companies

※ As of the reporting date; for changes after the reporting date, please refer to ‘Ownership status of securities, etc. of executives and major

shareholder’ published in Korean in DART (https://dart.fss.or.kr)

※ January 31, 2025: Independent Director Han-jo Kim was appointed as a member of Independent Director Recommendation Committee in the

first Board meeting and then as the Head of the Compensation Committee on Feb 14, 2025.