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Decision on Share Repurchase

18th Feb 2025 10:21

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

 Independent Directors

0

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: [] and [the larger of and ].

  10% of the number of shares to be repurchased: 4,814,924 common; 663,698 preferred

  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

  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

(1-2-3-4)

225,001,751,268,159

 

- 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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