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

Samsung Electronics CoAnnouncement

29/01/2026 08:30

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RNS Number : 9001Q  Samsung Electronics Co. Ld  29 January 2026

Decision on Share Disposition

 

 1. Number of shares to be disposed                                                                                         Common                       6,729,069
                                                          Other                                                             -
 2. Price of shares to be disposed (Korean won)                                                                             Common                       162,400
                                                          Other                                                             -
 3. Value of shares to be disposed (Korean won)                                                                             Common                       1,092,800,805,600
                                                          Other                                                             -
 4. Expected disposition period                                                                                             Start date                   January 30, 2026
                                                          End date                                                          January 30, 2026
 5. Purpose of disposition                                                                                                                               Use of treasury shares as performance based compensation to employees
 6. Method of disposition                                 Open-market (shares)                                                                           -
                                                                                                                            After-hours block trades (shares)                      -
                                                                                                                            Off-market (shares)                                    -
                                                                                                                            Other (shares)                                         6,7
                                                                                                                                                                                   29,
                                                                                                                                                                                   069
 7. Counterparties to the disposition                                                                                                                    YoungHyun Jun and 51,669 others
 8. Consignment investment brokers                                                                                                                       Samsung Securities Co., Ltd.

                                                                                                                                                         Shinhan Securities Co., Ltd.

                                                                                                                                                         KB Securities Co., Ltd.
 9. Holding status of treasury shares before disposition  Disposition within the allowable distribution of profit (shares)  Common                       107,973,999               Ratio (%)                 1.8
                                                          Other                                                                                          13,603,461                Ratio (%)                 1.7
                                                          Other disposition (shares)                                        Common                       -                         Ratio (%)                 -
                                                          Other                                                             -                            Ratio (%)                 -
 10. Date of board resolution (confirmation date)                                                                                                        January 28, 2026
 - Attendance of Independent Directors at the Board of Directors meeting                                                    Present                      6
                                                          Absent                                                            0
    - Attendance of Auditors (Audit Committee members who are not Independent                                                                            -
 Directors)
 11. Daily sell order quantity limit                                                                                        Common                       -
                                                          Other                                                             -

 12. Other Information to Consider:

- This disclosure relates to the use of treasury shares in the agreed amount
as part of the 2025 performance-based compensation to align the interests of
shareholders and employees. The conditions for the grant and the number of
recipients are as follows:

 

(1) 2025 OPI stock-based compensation

[Grant conditions] The number of shares to be granted will be determined based
on the agreed upon amount and the market price.(subject to one-year transfer
restriction)

[Number of persons eligible for grant] 51,647

 

(2) Individually-agreed LTI stock-based compensation

[Grant conditions] The agreed number of shares will be granted based on the
market price at the time of payment

[Number of persons eligible for grant] 80

- The above details are subject to change within the scope approved by the
Board, depending on the number of recipients at the time of the grant and
changes in the stock price

- In Item 1 above, the number of shares to be disposed (Korean won) is based
on the closing price on the day of the Board's resolution (January 28, 2026)

- In Item 2 above, the price of shares to be disposed (Korean won) is based on
the closing price on the day of the Board's resolution (January 28, 2026)

- In Item 3 above, the value of shares to be disposed (Korean won) was
calculated by multiplying the number of shares to be disposed by the closing
price on the day of board resolution. The actual number of shares disposed of,
the stock price, and the total disposal amount may change depending on stock
price at the time of disposal.

- In Item 6 above, the method of disposition involves the transfer from the
company's treasury account to the accounts of designated employees

- In Item 10 above, all Audit Committee members are Independent Directors (all
Audit Committee members were in attendance)

- In Item 11 above, the daily sell order quantity limit is not applicable, as
the shares will not be sold through on-market transaction on the securities
market

- Holding status of treasury shares before purchase

(Number of shares)

 Stock type  Initial quantity  Changes                              End quantity
             Purchase                      Disposal   Cancellation
 Common      91,828,987        17,297,034  1,152,022  -             107,973,999
 Other       13,603,461        -           -          -             13,603,461

- The 'Initial quantity' represents the number of shares held on as of January
1, 2026, the first day of the fiscal year in which the disclosure document was
prepared; and the 'End quantity' refers to the number of shares held on
January 29, 2026, the day the disclosure document was prepared.

 

【Additional disclosure items】

1. Relationship to the company or the largest shareholder by each counterparty
to transaction

   -  Employees, etc., of the Company

2. Reason for selecting the counterparty to transaction

   - The company agreed to deliver shares upon the payment of 2025 OPI and
LTI to align the interests of shareholders and employees and to promote
mid-to-long-term growth

3. Number of shares to be disposed of (shrs.) by each counterparty to
transaction

   - 6,729,069 common shares

4. Price calculation basis

- The number of shares to be disposed in Item 1, the price of shares to be
disposed in Item 2 and the value of shares to be disposed in Item 3 were
calculated based on the closing price on the day of the Board's resolution
(January 28, 2026). However, the actual number of shares disposed of, the
stock price, and the total disposal amount may be subject to change

5. Expected dilution

   - The number of shares to be disposed in Item 1 above represent
approximately 0.114% of the total number of issued shares (5,919,637,922
common), and the dilutive effect on share value is expected to be
insignificant

6. Other matters to be factored into investment decisions

 - Of the 6,729,069 shares to be disposed, the number of shares subject to
selling restrictions is as follows:

6,596,331 shares subject to a one-year selling restriction

 

 

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