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

Samsung Electronics CoAnnouncement

18/02/2025 10:30

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RNS Number : 5359X  Samsung Electronics Co. Ld  18 February 2025

Decision on Share Repurchase

 

 

 1. Number of shares to be repurchased                                                                                                            Common         48,149,247
                                                         Other                                                         6,636,988
 2. Value of shares to be repurchased (Korean won)                                                                                                Common         2,696,357,832,000
                                                         Other                                                         303,642,201,000
 3. Expected repurchase period                                                                                                                    Start date     February 19, 2025
                                                         End date                                                      May 16, 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.

                                                                                                                                                                 Korea Investment & Securities Co, Ltd.

                                                                                                                                                                 Shinhan Securities Co., Ltd.

                                                                                                                                                                 KB Securities Co., Ltd.

                                                                                                                                                                 IBK Securities Co.,Ltd
 7. Holding status of treasury shares before repurchase  Repurchase within the allowable distribution profit (shares)  Common                                    50,144,628                  Ratio (%)                   0.8
                                                                                                                       Other                                     6,912,036                   Ratio (%)                   0.8
                                                         Other repurchase (shares)                                     Common                                    -                           Ratio (%)                   -
                                                                                                                       Other                                     -                           Ratio (%)                   -
 8. Date of board resolution (confirmation date)                                                                                                                 February 18, 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         5,246,563
                                                         Other                                                         663,698

 

10. Other Information to Consider:

- Shares denoted as "other" are preferred shares.

- In Item 2 above, the value of shares to be repurchased is based on the
closing price on the day before the board resolution (February 17, 2025). The
actual amount may change depending on future stock price movements.

 ※ KRW 56,000 per common share and KRW 45,750 per preferred share

-In Item 4, the expected holding period and purpose of repurchase, in
accordance with the Board resolution on February 18, 2025, shares worth KRW
500 billion are to be acquired for the purpose of the stock-based compensation
including employee incentives, etc. The remaining KRW 2.5 trillion is to be
acquired for the purpose of stabilizing the stock price and enhancing
shareholder value.

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.

* To enhance motivation for business performance and enhance shareholder
value, the Company has decided to implement a stock-based compensation program
(RSA) for executive compensation. Under this program, stock-based compensation
will constitute 50% or more of the 2024 Overall Performance Incentive (OPI).
The Company plans to allocate a portion of the repurchased shares, amounting
to approximately KRW 500 billion, to the RSA program.

* Under the RSA framework, the number of treasury shares for each executive
was determined in January 2025 based on individual selections. The final
allocation will be confirmed one year later, considering the stock price at
that time. Once granted, executives will be restricted from selling the shares
for a period of one to two years, in accordance with the program's terms.

- 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: 4,814,924 common; 663,698
preferred

 ② 25% of average daily transaction volume for one month ending the day
before the date of the board resolution: 5,246,563 common; 319,492 preferred

 ③ 1% of total number of issued shares: 59,697,825 common; 8,228,867
preferred

 

- No shares were repurchased prior to the decision to repurchase shares.

 

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

 1. Limits to Dividendable profit under Commercial Act as of end-2024            226,239,016,662,399
 2. Amount of repurchased shares since end-2024                                  1,237,265,394,240
 3. Amount of dividends on profits and reserves for related profits decided at   -
 a general meeting of shareholders since end-2024
 4. The interim dividend amount and related profit reserves decided by the       -
 board of directors since end-2024
 Limit on the amount of repurchased shares                                       225,001,751,268,159

 (1-2-3-4)

 

- 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      -                 50,144,628  -         -             50,144,628
 other       -                 6,912,036   -         -             6,912,036

 

 

 

 

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