Decision on Share Disposition

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)		6,729,069
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

 

END