REG - Samsung Electronics Samsung Elec - SMSD - Decision on Share Repurchase

Samsung Electronics CoAnnouncement

Tue 08:15

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RNS Number : 1620Q  Samsung Electronics Co. Ld  08 July 2025

Decision on Share Repurchase

 1. Number of shares to be repurchased                                                                                                            Common         56,888,092
                                                         Other                                                         7,834,553
 2. Value of shares to be repurchased (Korean won)                                                                                                Common         3,509,995,276,400
                                                         Other                                                         401,912,568,900
 3. Expected repurchase period                                                                                                                    Start date     July 9, 2025
                                                         End date                                                      October 8, 2025
 4. Purpose of repurchase                                                                                                                                        To increase shareholder value and conduct employee stock-based compensation,
                                                                                                                                                                 etc.
 5. Method of repurchase                                                                                                                                         Open market
 6. Consignment investment brokers                                                                                                                               Samsung Securities Co., Ltd.

                                                                                                                                                                 Shinhan Securities Co., Ltd.

                                                                                                                                                                 KB Securities Co., Ltd.
 7. Holding status of treasury shares before repurchase  Repurchase within the allowable distribution profit (shares)  Common                                    42,892,472                  Ratio (%)                   0.7
                                                                                                                       Other                                     6,636,988                   Ratio (%)                   0.8
                                                         Other repurchase (shares)                                     Common                                    -                           Ratio (%)                   -
                                                                                                                       Other                                     -                           Ratio (%)                   -
 8. Date of board resolution (confirmation date)                                                                                                                 July 8, 2025
 - Attendance of Independent Directors at the Board of Directors meeting                                                                          Present        6
                                                         Absent                                                        0
 - Attendance of auditors who are not                                                                                                                            0

  Independent Directors
 9. Daily order quantity limit                                                                                                                    Common         5,688,809
                                                         Other                                                         783,455

 

10. Other information to consider:

- Shares denoted as "other" are preferred shares.

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

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

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

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

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

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

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

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

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

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

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

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

 

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

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

 (1-2-3-4+5)

 

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

* on-market direct purchase

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

 

 

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