2025 Corporate Governance Report Filing

Amended Disclosure Corporate Governance Report Filing [000001] Corporate Governance Report Filing Statement [000002] I. Company Overview 1. Company Name: Samsung Electronics Co., Ltd. 2. Disclosure Period and Report Base Date: - Period Start Date: 2025-01-01 - Period End Date: 2025-12-31 - Report Base Date: 2025-12-31 2-1. Current Period to Two Periods Prior Fiscal Year: - Current Period: 2025-01-01 to 2025-12-31 - Prior Period: 2024-01-01 to 2024-12-31 - Two Periods Prior: 2023-01-01 to 2023-12-31 3. Persons in Charge of Corporate Governance Report: - Disclosure Officer: Daniel Oh, Vice President, IR Team, 02-2255-9000, ircontactus@samsung.com - Working-Level Staff: Jung Jae-hoon, Professional, IR Team, 02-2255-9000, ircontactus@samsung.com 4. Table 1-0-0: Company Overview - Largest Shareholders: Samsung Life Insurance and 14 others (including foundations and affiliates) - Largest Shareholder Ownership: 19.71% - Minority Shareholder Ownership: 66.04% - Industry: Non-financial - Main Products: Electrical and electronic products - Subject to Fair Trade Act business group: Yes - Subject to Public Institution Operation Act: No - Business Group Name: Samsung Summary Financials (KRW millions): - Consolidated Revenue: Current 333,605,938 / Prior 300,870,903 / Two-prior 258,935,494 - Consolidated Operating Profit: Current 43,601,051 / Prior 32,725,961 / Two-prior 6,566,976 - Consolidated Net Income: Current 45,206,805 / Prior 34,451,351 / Two-prior 15,487,100 - Consolidated Total Assets: Current 566,942,110 / Prior 514,531,948 / Two-prior 455,905,980 - Separate Total Assets: Current 358,902,051 / Prior 324,966,127 / Two-prior 296,857,289 [000003] Compliance Status with Key Governance Indicators Compliance Rate: 86.7% 5. Compliance Status with Key Governance Indicators (Current vs Prior Period): - Convocation notice issued 4 weeks before AGM: Yes / Yes - Electronic voting conducted: Yes / Yes - AGM held outside concentrated dates: Yes / Yes - Provided dividend-related predictability: No / No - Notified shareholders of dividend policy and implementation plan at least annually: Yes / Yes - CEO succession policy established and operated: Yes / Yes - Internal control policy for risk management established and operated: Yes / Yes - Board chair is an independent director: Yes / Yes - Cumulative voting system adopted: No / No - Policy established to prevent appointment of executives responsible for damaging corporate value or violating shareholder rights: Yes / Yes - Board members represent diverse genders (not single-gender): Yes / Yes - Independent internal audit department established: Yes / Yes - Internal audit body includes accounting or finance expert: Yes / Yes - Internal audit body meets external auditors at least quarterly without management present: Yes / Yes - Procedures in place for internal audit body to access important management information: Yes / Yes * Reporting base date is the report submission date (June 1, 2026). [000004] II. Corporate Governance Status [100000] 1. General Corporate Governance Policy A. Overall explanation of the company's governance policy direction and key considerations: "We will contribute to human society by creating the best products and services based on talent and technology." In line with this management philosophy, the company pursues becoming a global top-tier corporation that values people and society, and structures and transparently operates its governance—the foundation of corporate management—in accordance with laws and principles. The board of directors consists of directors elected at the general shareholders' meeting; as of the report submission date, 3 inside directors and 5 outside directors serve on the board. Inside directors are nominated by the board from among internal executives as the best candidates, while outside directors are recommended by the Outside Director Candidate Recommendation Committee—composed entirely of outside directors—through a separate resolution process to ensure a more thorough and objective review of independence. Information on directors to be elected is provided in advance to shareholders through the general meeting convocation notice and reference materials, and directors are elected following review and voting on each candidate at the general meeting. The board must be able to make independent judgments and decisions to promote company growth and the interests of all shareholders. Accordingly, the company constitutes the board with a majority of outside directors and operates a meeting body composed solely of outside directors to enable freer and more objective exchange of opinions. The company has made continuous efforts to improve governance. In March 2016, the articles of incorporation and board regulations were amended to separate the positions of board chair and CEO; accordingly, in March 2018, Director Lee Sang-hoon, who is not the CEO, was appointed board chair. To further strengthen board independence and transparency, outside director Park Jae-wan was appointed chair for the first time in March 2020, followed by outside director Kim Han-jo in March 2022 and outside director Shin Je-yoon in March 2025. This allows inside directors to focus more on management while strengthening the board's checks on management. To minimize the influence of individual directors' personal interests, the company seeks to avoid conflicts of interest... [Translation truncated]