About Samsung

Our Company's decision-making and supervisory process enhances corporate transparency and accountable management and thus, constitutes an environment where corporate value can be maximized.

Matters to be submitted to the Board of Directors in accordance with the Regulation of the Board of Directors are as follows:

• Convening of general meetings of shareholders (Article 362 of the Commercial Code)
• Approval of business reports and financial statements (Article 447 and Article 447-2 of the Commercial Code)
• Amendment to the Articles of Incorporation (Article 434 of the Commercial Code)
• Dissolution (Article 517 of the Commercial Code), merger (Article 522 of the Commercial Code), and continuance (Article 519 of the Commercial Code) of the Company
• Transfer of the whole or an important part of the business of the Company (Article 374 of the Commercial Code)
• Election and dismissal of Directors (Article 382 and Article 385 of the Commercial Code)
• Remuneration of Directors (Article 388 of the Commercial Code), etc.

• Determination and change of basic policy for management of the Company
• Approval of business plans and quarterly and semi-annual reports

• Matters concerning issuance of shares
  - Determination of issuance of new shares (Article 416 of the Commercial Code)
  - Issuance of convertible bonds and bonds with warrants (Article 513 and Article 516 of the Commercial Code)
• Acquisition, disposition, and redemption of treasury stock
• Conclusion or renewal of internal transactions with related parties, etc.(Article 40 of Articles of Incorporation)
• Material Investment in or disposal of other corporate entities, Provision of security or payment guarantee, Conclusion of loan agreements, etc.

• Approval of Directors holding a position in another company of a competitive and/or similar business field to the Company, and approval of transactions between a Director and the Company (Article 397 and Article 398 of the Commercial Code)
• Appointment of the Representative Director, and determination of joint lead Directors (Article 389 of the Commercial Code)
• Establishment of committees, and appointment and dismissal of members thereof, etc.

• Amendment and abolishment of the operating regulations for the Board of Directors and the committees
• Other matters provided for by the relevant laws and regulations or the Articles of Incorporation, matters delegated by generals meeting of shareholders, and matters deemed necessary by the lead Director.