Articles of Incorporation

Article 1. (Corporate Name)

The name of the Company shall be "Samsung Chunja Chusik Hoesa", which shall be written in English as "Samsung Electronics Co.,Ltd." (hereinafter referred to as the "Company").

Article 2. (Purpose)

The objective of the Company shall be to engage in the following businesses:

1. 1 Manufacture, sale, collection service, lease and maintenance service of electronic and electrical machines and appliances, other related equipments and their components;
2. 2 Manufacture, sale, collection service, lease and maintenance service of communication machines & appliance, other related equipments and their components;
3. 3 Manufacture and sale of medical equipments;
4. 4 Manufacture, sale and maintenance service of luminous disk, luminous source-applied machines and appliances and their components;
5. 5 Manufacture, sale, lease and maintenance service of optical fiber, cable and other related equipments;
6. 6 Manufacture, sale, collection service, lease and maintenance service of electronic computer system and other related products;
7. 7 Manufacture, sale and lease of copyright works and computer programs, etc.;
8. 8 Sale and lease of know-how and technology;
9. 9 Construction, operation and engineering service of information communication systems;
10. 10 Manufacture, sale, lease and maintenance service of automatic control systems and applied equipments;
11. 11 Manufacture, sale, lease and maintenance service of machine tools and their components;
12. 12 Manufacture, sale and test of gauge and measuring instruments, etc.;
13. 13 Manufacture and sale of semiconductors and other related products;
14. 14 Manufacture and sale of manufacturing facilities for semiconductors;
15. 15 Manufacture and sale of raw and accompanying materials for semiconductor manufacturing;
16. 16 Technology service for the above items, construction of information communication and construction of electric connection system;
17. 17 Manufacturer and sale of other machines and appliances;
18. 18 Manufacture, processing and sale of synthetic resins;
19. 19 Refining, processing and sale of metals other than gold;
20. 20 Export, import and its agency business;
21. 21 Cultivation and sale of cash crop;
22. 22 Real estate business;
23. 23 Offer business;
24. 24 Lease and sale of residential lots;
25. 25 Sports, games and other related businesses;
26. 26 Manufacture of electric motor, power generator and electric converter apparatus;
27. 27 Manufacture of electricity supply and control devices;
28. 28 Educational service and other services related to business;
29. 29 Business and investment incidental to any of the foregoing;

Article 3. (Location)

The Company shall have its head office in Suwon, Kyunggi-do and may establish factories, branches, representative offices or business offices at such places in and outside the country, as the Company may from time to time require, as determined by the Board of Directors or such committee as authorized by the Board of Directors of the Company.

Article 4. (Method of public Notice)

Public notices by the Company shall be given in "The Joong-Ang Daily News", a daily newspaper circulated in Seoul.

Article 5. (The Amount of Authorized Capital)

The total number of shares to be issued by the Company shall be 25,000,000,000 shares. <Amended, March 23, 2018>

Article 6. (Face Value per Share)

The face value of shares issued by the Company shall be 100 Won per share. <Amended, March 23, 2018>

Article 7. (Total Number of Shares to be issued at the time of Incorporation)

The total number of shares to be issued at the time of incorporation of the Company shall be 33,000 shares.

Article 8. (Types of Shares and Share Certificates)

1. 1 The types of shares to be issued by the Company shall be common shares and preferred shares, both of which shall be in registered form.
2. 2 Preferred shares to be issued by the Company shall be cumulative and non-voting, and the number thereof shall be 5,000,000,000 shares. <Amended, March 23, 2018>
3. 3 The dividend on preferred shares shall be an amount not less than 9% of face value, as determined by the Board of Directors or such committee as authorized by the Board of Directors at the time of issuance of the relevant shares.
4. 4 In case the dividend ratio of the common shares exceeds that of the preferred shares, the additional dividends on preferred shares shall be declared in the amount equivalent to such exceeding ratio.
5. 5 The existing period of the preferred shares shall be for ten (10) years from the date of issuance, then the preferred shares shall be converted into common shares upon the maturity thereof; provided that if the holders of the preferred shares do not receive the dividends entitled to them before the maturity date, then the existing period shall be extended until such holders receive the dividends entitled to them in full. In this case, Article 8-2 shall apply mutatis mutandis in respect of the dividends on the new shares issued upon conversion.
6. 6 In the case of rights issue, bonus issue or stock dividend, the holders of common shares shall be entitled to common shares, and the holders of preferred shares shall be entitled to preferred shares, in proportion to their respective shareholdings; provided that in the case of rights issue and stock dividend the Company may, if necessary, issue only one kind of shares, where all the shareholders shall be entitled to such kind of shares to be issued.
7. 7 Deleted <Mar. 20, 2024>

Article 8-2. (Base Date for Calculation of Dividends for New Shares)

When the Company issues new shares by rights issue, bonus issue or stock dividend, with respect to the distribution of dividends on the new shares, the new shares shall be deemed to have been issued at the end of the fiscal year immediately preceding the fiscal year in which the new shares are issued. <Amended, March 11, 2016>

Article 8-3. (Redemption of Shares)

The Company may, by a resolution of the Board of Directors, redeem the shares of the Company in accordance with the relevant laws and regulations; provided, however, that the amount of such redemption shall be within the limit of profit payable to its shareholders as dividends; provided, further, that such redemption amount shall not be more than the amount determined by the relevant laws and regulations within the limit of dividend under Article 462, Paragraph (1) of the Commercial Code at the end of the relevant fiscal year.
[Newly added, Feb. 28, 2002]

Article 9. (Transfer Agent)

1. 1 The Company may appoint a transfer agent to make entries in the Register of Shareholders.
2. 2 The transfer agent, the location of its services and the scope of its operation are to be determined by the Board of Directors or such committee as authorized by the Board of Directors of the Company and to be announced in public.
3. 3 The Company shall keep the Register of Shareholders or a copy thereof at the location of the transfer agent’s services and entrust the transfer agent to deal with any electronic registration of shares, management of the Register of Shareholders and other related matters. <Amended, Mar. 20, 2024>
4. 4 The procedure for handling the matters referred to in Paragraph 3 above shall follow the business regulations set by the transfer agent. <Newly Inserted, Mar. 20, 2024>

Article 9-2. (Preparation and Maintenance of the Register of Shareholders)

1. 1 Upon receiving particulars of shareholders from the electronic registry, the Company shall prepare and keep the Register of Shareholders, noting the details provided and the date of notification. <Amended, Mar. 20, 2024>
2. 2 If necessary, the Company can request the electronic registry to prepare particulars of shareholders. <Amended, Mar. 20, 2024>
3. 3 Deleted <Mar. 20, 2024>

Article 10. (Electronic Registration of Rights to be Indicated on the Certificates of Shares and Subscription Rights)

The Company shall electronically register rights to be indicated on the certificates of shares and subscription rights in the electronic register of the electronic registry, instead of issuing physical certificates thereof.
[This Article Newly Inserted, Mar. 20, 2024]

Article 11. (Preemptive Rights)

1. 1 New shares to be issued by the Company shall be allocated to the shareholders in proportion to their respective shareholdings in accordance with Paragraph 6, Article 8. If shares are not subscribed for as a result of waiver or loss of the preemptive right of the shareholders to subscribe for new shares, or if fractional shares remain at the time of allocation of new shares, such shares may be disposed of by a resolution of the Board of Directors in accordance with applicable laws and regulations.
2. 2 Notwithstanding the above Paragraph 1, new shares may be allocated to persons other than shareholders in the following cases:
   1. a If the Company issues new shares or causes underwriters to underwrite new shares by a resolution of the Board of Directors in accordance with applicable laws and regulations including the Financial Investment Services and Capital Markets Act;
   2. b If the Company allocates new shares preferentially to members of the Employee Stock Ownership Association by a resolution of the Board of Directors in accordance with applicable laws and regulations including the Financial Investment Services and Capital Markets Act;
   3. c If the Company issues new shares for the issuance of depositary receipts (DR) by a resolution of the Board of Directors in accordance with the applicable laws and regulations including the Financial Investment Services and Capital Markets Act;
   4. d If the Company issues new shares by public offering in accordance with Article 11-3;
   5. e If new shares are issued by the exercise of stock options in accordance with Article 11-4;
   6. f If the Company issues new shares to the extent of 20% of the total issued and outstanding shares to domestic or foreign financial institutions for the purpose of obtaining financing urgently or to the relevant partner company for the purpose of inducing technology therefrom, etc., by a resolution of the Board of Directors; provided that the issue price of the new shares shall not be less than the price prescribed by the Financial Investment Services and Capital Markets Act and other applicable laws and regulations. <Amended, March 11, 2016>

Article 11-2. Deleted

Article 11-3. (Public Offering)

1. 1 The Company may issue new shares by public offering to the extent that the new shares do not exceed 20% of the total number of issued and outstanding shares by a resolution of the Board of Directors, pursuant to Article 165-6, Paragraph 1, Item 3 of the Financial Investment Services and Capital Markets Act. <Amended, March 11, 2016>
2. 2 If the Company issues new shares by public offering, the type, quantity and issue price of the shares to be newly issued shall be determined by a resolution of the Board of Directors; provided that the issue price of such new shares shall not be less than the price prescribed by the Financial Investment Services and Capital Markets Act and other applicable laws and regulations.

Article 11-4. (stock options)

1. 1 The Company may grant stock options to its officers and employees (including officers and employees of the related companies as set forth in Article 542-3, Paragraph 1 of the Commercial Code; the same shall apply for the purpose of this Article) by a special resolution of the general meeting of shareholders pursuant to Article 542-3 of the Commercial Code, to the extent permitted by the Commercial Code; provided, however, that the Company may grant the stock options to its officers and employees (except for the directors of the Company) by a resolution of the Board of Directors to the extent determined by the relevant laws and regulations.<Amended, Feb. 28, 2002>
2. 2 The person to whom stock options may be granted are the officers and employees who have contributed or have the capacity to contribute to the establishment, management, overseas business, technical innovation, etc. of the Company; provided, however, that the officers and employees who may not be entitled to stock options under the relevant laws and regulations shall be excluded.<Amended, Feb. 28, 2002>
3. 3 The shares to be issued to the officers or employees by the exercise of their stock options (in case the Company pays, either in cash or treasury shares, the difference between the exercise price of stock options and the market price, they refer to the shares which are the basis for such calculation) shall be common shares in registered form or preferred shares in registered form.
4. 4 Total number of shares to be delivered in accordance with the exercise of stock options shall be up to the extent permitted by the relevant laws and regulations.
5. 5 The stock options may be exercised until an expiry date determined by a resolution of the general meeting of shareholders or the Board of Directors and such expiry date shall be determined within a period not exceeding eight (8) years from the date when two (2) years have elapsed from the date of the general meeting of shareholders or the date of the Board of Directors' meeting at which a resolution to grant such stock options is adopted; provided, however, that the person to whom a stock option is granted should serve the Company for at least two (2) years after the date of such resolution in order to exercise such stock option, unless otherwise set forth by relevant laws and regulations.<Amended, Feb. 28, 2002>
6. 6 The terms and conditions for stock options, such as the contents and exercise price thereof shall be determined by a special resolution of the general meeting of shareholders or by a resolution of the Board of Directors in accordance with the relevant laws and regulations and the Articles of Incorporation; provided, however, that such matters which are not provided for as matters reserved for resolutions of the general meeting of shareholders or the Board of Directors' meeting under the relevant laws and regulations or the Articles of Incorporation may be determined by the Board of Directors or a committee authorized by the Board of Directors.<Amended, Feb. 28, 2002>
7. 7 The Company may cancel the grant of stock options by a resolution of the Board of Directors in any of the following cases: <Amended, Feb.28, 2002>
   1. a In case the relevant officer or employee voluntarily retires from his/her office or leaves the Company after the grant of stock options;
   2. b In case the relevant officer or employee causes substantial damages to the Company due to his/her willful misconduct or negligence;
   3. c In case any of the causes for cancellation set forth in the stock option agreement occurs.

Article 12. Deleted

Article 12-2. Deleted

Article 13. Deleted

Article 14. Deleted

Article 15. (Record Date)

1. 1 The Company shall let the shareholders who are entered into the Register of Shareholders on the last day of each fiscal year exercise their rights thereof at the ordinary general meeting of shareholders. <Amended, Mar. 20, 2024>
2. 2 In case where the Company convenes an extraordinary general meeting of shareholders or where deemed otherwise necessary, the Company may, by resolution of the Board of Directors or such committee as authorized by the Board of Directors, set the record date and give at least two (2) weeks' prior public notice of the information. <Amended, Mar. 20, 2024>

Article 15-2. (Protection of Minority Shareholders)

1. 1 The shareholders shall have the rights as a single shareholder and minority shareholder pursuant to the Commercial Code and other relevant laws and regulations and the management of the Company shall respect such rights.
2. 2 A shareholder set forth in the provisions of Article 466, Paragraph (1) of the Commercial Code or Article 542-6, Paragraph 4 of the Commercial Code may demand in writing specifying the cause therefor the Company to explain the execution of duties by the directors, financial condition and other material matters concerning the management of the Company, and the Company shall reply in writing and provide the relevant information to the shareholder within fifteen (15) days thereof unless there is a concern that the explanation by the Company would materially impair the interests of the Company or the common interests of the shareholders or that confidential information of the Company could be disclosed thereby.

Article 16. (Issuance of Convertible Bonds))

1. 1 The convertible bonds to be issued by the Company shall be allotted to the shareholders in proportion to their respective shareholding in accordance with the provisions of Article 8, Paragraph (6), and in case a shareholder waives or loses the right to subscribe for such convertible bonds and/or if any fraction of such convertible bonds occurs, the disposition or allotment thereof shall be made in accordance with the resolution of the Board of Directors in accordance with applicable laws and regulations; provided, however, that if and only if the Company has a need for urgent funding, overseas issuance of convertible bonds or strategic alliance etc. which justifies restriction on the said pre-emptive rights of the shareholders, the Company may issue convertible bonds to persons other than the shareholders of the Company by resolution of the Board of Directors in accordance with applicable laws and regulations such as the Financial Investment Services and Capital Markets Act to the extent that the total face amount of such convertible bonds shall not exceed four (4) trillion Won.
2. 2 The Board of Directors may determine that the convertible bonds referred to in Paragraph 1 may be issued on the condition that conversion rights will be attached to only a portion of the convertible bonds.
3. 3 If the Company issues convertible bonds to persons other than shareholders of the Company under the proviso of Paragraph (1), the shares to be issued upon conversion shall be either common shares to the extent that the total face value of the convertible bonds will not exceed three (3) trillion Won or preferred shares to the extent that the total face value of the convertible bonds will not exceed one (1) trillion Won. The conversion price shall be not less than the face value of the shares as determined by the Board of Directors at the time of the issuance of the relevant convertible bonds.
4. 4 The period during which conversion rights may be exercised by a holder of convertible bonds shall commence on the date immediately following the issuance date of the convertible bonds and end on the date immediately preceding the redemption date thereof. However, the Board of Directors may adjust the conversion period within the above period by its resolution.
5. 5 For the purposes of any distribution of dividends on the shares issued upon conversion, the provision of Article 8-2 shall apply mutatis mutandis. <Amended, March 11, 2016>

Article 16-2. (Issuance of Bonds with Warrants)

1. 1 The bonds with warrant to be issued by the Company shall be allotted to the shareholders in proportion to their respective shareholding in accordance with the provisions of Article 8, Paragraph (6), and in case a shareholder waives or loses the right to subscribe for such bonds with warrant and/or if any fraction of such bonds with warrant occurs, the disposition or allotment thereof shall be made in accordance with the resolution of the Board of Directors in accordance with applicable laws and regulations; provided that, if and only if the Company has a need for urgent funding, overseas issuance of bonds with warrant or strategic alliance etc. which justifies restriction on the said pre-emptive rights of the shareholders, the Company may issue bonds with warrant to persons other than the shareholders of the Company by resolution of the Board of Directors in accordance with the Financial Investment Services and Capital Markets Act and other applicable laws and regulations to the extent that the total face amount of such convertible bonds shall not exceed two (2) trillion Won.
2. 2 The amount of new shares which can be subscribed for by the holders of the bonds with warrants shall be determined by the Board of Directors; provided that the maximum amount of such new shares shall not exceed the aggregate face value of the bonds with warrants.
3. 3 If the Company issues bonds with warrant to persons other than shareholders of the Company under the proviso of Paragraph, the shares to be issued upon exercise of warrants shall be either common shares to the extent that the total face value of the bonds with warrants will not exceed 1 trillion 500 billion Won or preferred shares to the extent that the total face value of the bonds with warrants will not exceed 500 billion Won. The issue price shall be not less than the face value of the shares as determined by the Board of Directors at the time of the issuance of the relevant bonds with warrants.
4. 4 The period during which the warrant holder may exercise his/her right to subscribe for new shares shall commence on the date immediately following the issuance date of the bonds and end on the date immediately preceding the redemption date thereof. However, the Board or Directors may adjust the exercise period of warrants within the above period by its resolution.
5. 5 For the purposes of any distribution of dividends on the shares issued upon any exercise of warrants, the provision of Article 8-2 shall apply mutatis mutandis. <Amended, March 11, 2016>

Article 16-3. (Electronic Registration of Rights to be Indicated on the Certificates of Bonds and Subscription Rights)

The Company shall electronically register rights to be indicated on the certificates of bonds and subscription rights in the electronic register of the electronic registry, instead of issuing physical certificates thereof; provided that bonds other than listed bonds, for which electronic registration is legally mandated, may opt not to be electronically registered. [This Article Newly Inserted, Mar. 20, 2024]

Article 16-4. (Mutatis Mutandis Application to the Issuance of Bonds)

The provisions of Article 9 shall apply mutatis mutandis to the issuance of bonds. [This Article Newly Inserted, Mar. 20, 2024]

Article 17. (Convening of Meeting)

1. 1 General meetings of the shareholders of the Company shall be of two types: Ordinary and Extraordinary.
2. 2 Ordinary general meetings of shareholders shall be convened within three (3) months after the close of each fiscal year and extraordinary general meeting of shareholders shall be convened when necessary.

Article 17-2. (Procedures for Convening of General Meeting)

1. 1 Unless otherwise provided for in the relevant laws and regulations, the general meeting of shareholders shall be convened by the representative director of the Company in accordance with a resolution of the Board of Directors of such committee as authorized by the Board of Directors.
2. 2 If the representative director is unable to perform his/her duty, the provision of Article 27, Paragraph 2 shall apply mutatis mutandis.

Article 17-3. (Notice and Public Notice of Convening of General Meeting)

1. 1 When convening a general meeting of shareholders, a written or electronic notice thereof setting forth the time, date, place and agenda of the meeting shall be sent to the shareholders at least two (2) weeks prior to the date of such meeting. <Amended, Feb. 28, 2002>
2. 2 The written notice of convening general meeting of shareholders to shareholders holding not more than certain percentage specified by Article 542-4, Paragraph 1 of the Commercial Code may be replaced by public notices given at least twice in "Joong-Ang Daily News" and "The Herald Business" or on the Electronic Public Notice System of the Financial Supervisory Service or the Korea Exchange, two (2) weeks prior to the meeting. The Public notice of meeting shall include the statement that a general meeting will be held and the agenda of the meeting.
3. 3 Deleted <Amended, Feb.28, 2002>

Article 18. (Place of Meeting)

The general meeting of shareholders may be convened in Seoul, as well as at the head office or a place nearby.

Article 19. (Chairman)

1. 1 The representative director shall serve as chairman of the general meeting of shareholders; provider, however, that if the number of the representative director is more than one (1), the Board of Directors shall elect the chairman of the general meeting of shareholders.
2. 2 In case the representative director is unable to perform his/her duties, the provision of Article 27, Paragraph 2 shall apply mutatis mutandis.

Article 19-2. (Chairman's Authority to Maintain Order)

1. 1 The chairman of a general meeting of shareholders may order persons, who intentionally speak or behave obstructively or who disturb the proceedings of the meeting, to stop a speech or leave the place of the meeting.
2. 2 The chairman of a general meeting of shareholders may restrict the time and number of speeches of a shareholder as deemed necessary for the purpose of smooth proceeding of the meeting.

Article 20. (Voting Right)

Except as otherwise provided by the relevant laws and regulations, each shareholder shall have one vote per share.

Article 21. (Method of Adopting Resolutions)

All resolutions of general meetings of shareholders, except as otherwise provided by the relevant laws and regulations, shall be adopted if the approval of a majority vote of the shareholders present at such meeting is obtained and such majority also represents at least one-fourth (1/4) of the total number of shares issued and outstanding.

Article 22. (Voting by Proxy)

1. 1 A shareholder may exercise his/her vote by proxy. The proxy shall present a power of attorney before the opening of the general meeting.
2. 2 In case the legal representative of a shareholder grants a power of attorney to another shareholder under Paragraph 1 above, a document evidencing the power of legal representation shall be attached.
3. 3 A shareholder may, by a single power of attorney, grant a general power of representation with respect to several general meetings of shareholders.

Article 23. (Minutes)

The substance of the proceedings of general meetings of shareholders and the results thereof shall be recorded in the minutes on which the names and seals of the chairman and the directors present at the meetings shall be affixed or which shall be signed by such persons.

Article 24. (Election of directors)

1. 1 The Company shall have at least three (3) but not more than fourteen (14) directors and such directors shall be appointed at the general meeting of shareholders; provided, however, that outside directors shall be elected from the persons recommended by the Outside Director Candidate Recommendation Committee.
2. 2 The representative director shall be elected by the Board of Directors. The representative director shall represent the Company and in case there are several representative directors, each shall represent the Company respectively.
3. 3 A number of chairman, vice chairman, president, vice president, senior managing director and managing director shall be elected by the resolution of the Board of Directors or such committee as authorized by the Board of Directors.
4. 4 Except as otherwise provided for in the relevant laws and regulations, the directors shall be elected at a general meeting of shareholders if the approval of a majority vote of the shareholders present at such meeting is obtained and such majority also represents at least one-fourth (1/4) of the total number of shares issued and outstanding.
5. 5 The independent director shall be a person who has ample expert knowledge of, or experience in, management, economics, accounting, laws or relevant technology, and who has satisfied the qualification requirements specified in the Commercial Code and other applicable laws and regulations. <Amended, March 11, 2016>
6. 6 In case two (2) or more directors are appointed, the cumulative voting system provided for in Article 382-2 of Commercial Code shall not be applicable.

Article 24-2. Deleted

Article 25. (Term of Office)

The term of office of a director and a outside director shall be three (3) years; provided that the term of office of the directors shall be extended up to the close of the ordinary general meeting of shareholders convened in respect of the last fiscal year of such term of office, in case his/her term of office expires on a date prior to such ordinary general meeting of shareholders.

Article 26. (Election of Directors in case of Vacancy)

1. 1 . Any vacancy in the office of the director shall be filled by a resolution of a general meeting of shareholders. However, if the number of directors does not fall below the number prescribed by Article 24 and there is no difficulty in the administration of business, the foregoing shall not be applicable.
2. 2 In case two (2) or more directors are appointed, the cumulative voting system provided for in Article 382-2 of commercial Code shall not be applicable.

Article 27. (Duties of Directors)

1. 1 The representative director shall execute matters decided by the Board of Directors and shall control all affairs of the Company.
2. 2 The president, the vice presidents, the senior managing directors, the managing directors and the directors shall assist the representative director and shall perform their respective duties as determined by the Board of Director or such committee as authorized by the Board of Directors. In the event that the representative director is unable to perform his/her duties, the next person in the order of priority as determined by the Board of Directors shall act as the representative director

Article 27-2. (Director's Fiduciary Duty)

The director shall have the fiduciary duty in performing his/her duties.

Article 27-3. (Director's Duty of Faithfulness)

The directors shall perform his/her duties faithfully in accordance with the laws and regulations and these Articles of Incorporation for the Company.

Article 28. (Board of Directors)

The Board of Directors shall consist of directors and the Board of Directors shall resolve all important matters relating to the Company.

Article 28-2. (Committees)

1. 1 The Company may establish the following committees within the Board of Directors by the resolution of the Board of Directors:
   1. a Management Committee;
   2. b Audit Committee;
   3. c Independent Director Recommendation Committee;
   4. d Compensation Committee <Newly Inserted, Mar. 20, 2024>
   5. e Sustainability Committee <Newly Inserted, Mar. 20, 2024>
   6. f Related Party Transactions Committee <Newly Inserted, Mar. 20, 2024>
   7. g Other committee as deemed necessary by the Board of Directors.
2. 2 Power and operation of each committee shall be determined by the resolution of the Board of Directors, except as otherwise provided for in the relevant laws and regulations.
3. 3 Articles 30, 31 and 31-2 shall apply mutatis mutandis in respect of the committees.

Article 28-3. (Management Committee)

1. 1 The Company may establish the Management Committee as set forth in Article 28-2 by a resolution of the Board of Directors.
2. 2 The Management Committee shall perform its duties in accordance with the resolution and Regulation of the Board of Directors and shall deliberate and resolve any matters delegated by the Board of Directors from time to time.
3. 3 Details concerning composition and operation of the Management Committee shall be determined by the Board of Directors.
4. 4 The Board of Directors shall supervise the conduct of business of the Management Committee and the liabilities of the Board of Directors shall not be reduced by virtue of the delegation of its duties to the Management Committee.

Article 28-4. (Audit Committee)

1. 1 The company may establish the Audit Committee as set forth in Article 28-2 by a resolution of the Board of Directors.
2. 2 Details concerning composition and operation of the Audit Committee shall be determined by the Board of Directors.

Article 28-5. (Independent Director Recommendation Committee)

1. 1 The Company may establish the Independent Recommendation Committee as set forth in Article 28-2 by a resolution of the Board of Directors.
2. 2 Details concerning composition and operation, etc of the Independent Director Recommendation Committee shall be determined by the Board of Directors.

Article 28-6. (Independent Director Recommendation Committee)

1. 1 The Company may establish the Compensation Committee as set forth in the provisions of Article 28-2 by a resolution of the Board of Directors.
2. 2 Details concerning composition, operation, etc. of the Compensation Committee shall be determined by the Board of Directors. [This Article Newly Inserted, Mar. 20, 2024]

Article 28-7. (Sustainability Committee)

1. 1 The Company may establish the Sustainability Committee as set forth in the provisions of Article 28-2 by a resolution of the Board of Directors.
2. 2 Details concerning composition, operation, etc. of the Sustainability Committee shall be determined by the Board of Directors. [This Article Newly Inserted, Mar. 20, 2024]

Article 28-8. (Related Party Transactions Committee)

1. 1 The Company may establish the Related Party Transactions Committee as set forth in the provisions of Article 28-2 by a resolution of the Board of Directors.
2. 2 Details concerning composition, operation, etc. of the Related Party Transactions Committee shall be determined by the Board of Directors. [This Article Newly Inserted, Mar. 20, 2024]

Article 29. (Chairman of the Board Directors)

The chairman of the Board of Directors shall be appointed from among the directors by a resolution of the Board of Directors. <Amended, March 11, 2016>

Article 30. (Convening of the Meeting of the Board of Directors)

1. 1 The meeting of the Board of Directors shall be convened by the chairman, and the chairman shall give notice to each director of this information at least seven (7) days prior thereto in writing, electronic document or verbally; provided that, in urgent circumstances, this notification period can be shortened to at least 24 hours prior, and such notice may be omitted with the consent of all directors. <Amended, Mar. 20, 2024>
2. 2 Each Director may convene a meeting of the Board of Directors with the consent of the chairman when deemed necessary for the performance of his/her duties. The preceding provision shall be applied mutatis mutandis.

Article 31. (Resolution of the Board of Directors)

The presence of the majority of all Directors shall constitute a quorum for a meeting of the Board of Directors and the resolutions of the Board of Directors shall be adopted by a majority of the votes of the directors attending the meeting unless otherwise directed under applicable law; provided that a Director having a special interest with respect to the resolution shall not exercise his voting right.

Article 31-2. (Minutes of the Meeting of the Board of Directors)

The substance of the proceedings of the Board of Directors shall be recorded in the minutes which shall include agenda, proceedings, results, opponents and his/her cause of opposition and on which the names and seals of the chairman and all directors present shall be affixed or which shall be signed by such persons.

Article 32. (Prohibition of Competition by Director)

No Director shall effect any transaction which falls within the same class of business as that of the Company without consent of the Board of Directors or such committee as authorized by the Board of Directors, except when a Director is elected with the knowledge that his business is in competition with the Company.

Article 33. Deleted

Article 33-2. Deleted

Article 34. (Remuneration of Directors)

The Ceiling of the remuneration of the directors shall be determined by the resolution of a general meeting of shareholders.

Article 35. (Severance Allowance of Directors)

Severance allowances of the directors shall be handled in accordance with "Officer's Severance Pay Regulations" adopted separately.

Article 36. Deleted

Article 37. (Fiscal Year)

The fiscal year of the Company shall be from January 1 to December 31 of each year, and the account shall be made at the end of each fiscal year.

Article 38. (Disposition of Profits)

The unappropriated retained earnings for each fiscal year of the Company shall be disposed of as follows:

1. 1 Legal Reserves <Amended, Mar. 20, 2024>
2. 2 Other statutory reserves;
3. 3 Dividends;
4. 4 Voluntary reserve;
5. 5 Other retained earnings to be appropriated.

Article 39. (Dividends of Profits and Quarterly Dividends)

1. 1 Dividends of profits may be paid in either cash or shares.
2. 2 In the case of stock dividends, if the Company has issued several classes of shares, different classes of shares may be allotted by a resolution of the general meetings of shareholders.
3. 3 Dividends of profits may be paid by the Company in cash on the last day of the third, sixth, and ninth month from the beginning of each fiscal year (the "record date for quarterly dividend") by a resolution of Board of Directors. <Amended, March 11, 2016>
4. 4 Dividends mentioned in Paragraphs (1) and (3) shall be paid to the shareholders entered in and the pledgees registered with the Register of Shareholders of the Company as of the last day of each fiscal year or the record date for quarterly dividend. <Amended, March 11, 2016>
5. 5 After the beginning of the fiscal year, with respect to the distribution of quarterly dividends on the new shares (including bonus issue, stock dividend, requesting the conversion of convertible bonds, exercise of warrants on bonds with warrants) issued before the record date for quarterly dividend, the new shares shall be deemed to have been issued at the end of the quarter immediately preceding the quarter in which the new shares are issued. <Amended, March 11, 2016>

Article 39-2. (Extinct Prescription of the Right for Payment of Dividends)

1. 1 Right for payment of dividends shall be extinguished, if the right is not exercised for five(5) consecutive years.
2. 2 Upon the expiry of the prescription of dividends in Paragraph 1, such dividends shall be returned to the Company.

Article 40. (Approval of Transaction with Specially Related Parties, etc.)

1. 1 The Company shall obtain the approval from the Board of Directors in order to enter into the following transaction:
   1. a Large scale internal transactions as prescribed in laws and regulations on monopoly and fair trade. <Amended, Mar. 20, 2024>
   2. b Transactions as prescribed in Article 542-9, Paragraph 3 of the Commercial Code with the Company's Largest Shareholder (including his/her Specially Related Person as under the Commercial Code) or his/her Specially Related Person; provided, however, that if the approval of the Board of Directors is obtained with regard to the aggregate amount of the series of transactions pursuant to Article 542-9, Paragraph 5, Item 2, no approval of the Board of Directors is required for the individual transactions within the limit of such aggregate amount.
2. 2 The Board of Directors shall exercise its reasonable management judgment in approving transactions as set forth in Paragraph 1 above, considering the spirit of the applicable laws and regulations. [Entire article amended, Feb. 28, 2002]

Article 1. (Adoption of Administrative Regulations)

The Company may adopt administrative regulations necessary for the administration of the business and management of the Company by the resolution of the Board of Directors or such committee as authorized by the Board of Directors when necessary.

Article 2. (Scope of Application)

Matters not specifically provided for herein shall be in conformity with the relevant provisions of the Commercial Code and other laws.

Article 3. (Educational and Social welfare Services)

The Company may conduct educational and social welfare services when deemed necessary.

Article 4. (Names and Addresses of Promoters)

The full names and addresses of the promoters for the establishment of the Company are set forth at the end hereof:
For the establishment of Samsung Electronics Co., Ltd., these Articles of Incorporation have been prepared, and all the promoters have affixed their names and seals herein below.

Article 5. (Date of Enforcement)

1. 1 The amended Paragraph 4 of Article 9, Paragraph 1 of Article 9-2, Article 21, Article 23, Paragraph 4 of Article 24, Article 27-2, Article 31-2, Article 32, Paragraphs 1, 3 and 4 of Article 33, Article 33-2 and Paragraph 3 of Article 39 of these Articles of incorporation shall take effect as of October 1, 1996. However, the amended Article 8-2 shall take effect from the fiscal year immediately following the fiscal year in which these Articles of Incorporation are amended. (new provision adopted on February 29, 1996)
2. 2 With respect to the non-cumulative preferred shares without voting rights issued before the amendment of the Articles of Incorporation and the Effective Date thereof (February 28, 1997), the dividend thereon shall be an amount equivalent to the dividend on each common share plus one (1) percent per annum of the face value of each share and shall be paid in cash. Dividend on preferred shares shall not necessarily be declared in case no dividend is paid on common shares. In case the preferred shares are issued as bonus issue or otherwise with respect to the above preferred shares, the new preferred shares as described in Article 8 shall be allotted. (new provision adopted on February 28, 1997).
3. 3 The provisions of Article 24, Paragraph (6), Article 24-2 and Article 26, Paragraph (2) shall take effect as from June 29, 1999.(new provision adopted on March 20, 1999)
4. 4 These Articles of Incorporation shall take effect as of March 16, 2000. (This provision was newly established on March 16, 2000.)

Article 6. (Interim Measures on Outside Director)

1. 1 The outside directors elected at a general meeting of shareholders convened at the date of the amendment of these Articles of Incorporation shall be deemed to have been recommended by the Outside Director Recommendation Committee. (This provision was newly established on March 16, 2000)
2. 2 The amended Article 25 shall apply to outside directors to be elected in the shareholders meeting which will be convened after the amendment to these Articles of Incorporation is effective. (This provision was newly established on March 16, 2000)