SAMSUNG ELECTRONICS CO LTD AMS1JN Samsung Main Building 250 2-Ka Taepyung-Ro Chung-Ku Korea 100-742 ELECTRONC8 Seoul TEL 727-7721 FAX 727-7360 February 23 2010 Securities and Exchange Commission Office of International Corporate Finance SUPPL 450 Fifth Street N.W Washington D.C 20549 File No 82- Re Samsung Electronics Co Ltd Rule 12g3-2b Filing Commission 3109 Ladies and Gentlemen Electronics Ltd to the The following information is provided by Samsung Co of Rule Securities and Exchange Commission pursuant to paragraph 2g3- 2b under the Securities Exchange Act of 1934 as amended do not hesitate to call Should you have any questions on the foregoing please Myung Kun Kim of Samsung Electronics IR Director at 822 2255-81 39 Thank you Very truly yours Thomas Kim Investor Relations Team Samsung Electronics Tel 82-2-727-7408 Fax 82-2-727-7286 Email [email protected] BOD Approval of Merger with Sam sung Digital Imaging Electronics the with On February 23 2010 the BOD of Samsung approved merger Ltd Samsung Digital Imaging Co Details of the Merger Method of merger Samsung Electronics will absorb Samsung Digital Imaging Objective of Merger business and to maximize To increase management efficiency of the digital camera synergy between businesses Merger Ratio 0.0577663 Merger Ratio Samsung Electronics Samsung Digital Imaging Date of Effect April 2010 Method of Payment Samsung Electronics will distribute treasury shares common shares to Samsung Digital Imaging shareholders to pay for the merger See Distribution of Treasury Shares below for details Others for shares of total Dissenting shareholders accounted 4949686 2.9% outstanding shares including preferred shares Since the shares to be distributed account for less than 5% of the total outstanding in Article shares the BOD approval will substitute an AGM as stipulated 527 Paragraph of the Commercial Law Related disclosure Merger between Samsung Electronics and Samsung Digital Imaging December 15 2009 Distribution of Treasury Shares Electronics announced that the Company On February 23 2010 the BOD of Samsung shareholders to for the will distribute treasury shares to Samsung Digital Imaging pay merger will be distributed in the OTC Shares to be distributed 1027817 common shares market of Total Amount KRW 793713177544 Per share value KRW 772232 Distribution Period April 13 16 2010 Treasury shares before distribution 18951442 common shares 12.87% of total outstanding common shares 2979693 preferred shares 13.05% of total outstanding preferred shares Treasury shares after distribution 17923625 common shares 12.17% of total outstanding common shares Preferred shares No Change The above details are subject to change The 41st AGM Material 2010 23 Samsung Electronics Table of Contents Notice of the Convening of the AGM Details of Agenda Financial Statements B/S P/L Cash Flow Notice of the Convening of the AGM To Shareholders NOTICE OF THE CONVENING OF THE 41st ANNUAL GENERAL MEETING OF SHAREHOLDERS Thank you for your continuous interest and support of Pursuant to Article 17 of the Articles of Incorporation we hereby notify you of the convening the 41St annual general meeting of shareholders as follows Date March 19 2010 Friday 0900 a.m Place Multifunctional Hall 5F Samsung Electronics Bldg 1320-10 Seocho-2-dong Seocho- ku Seoul Report IAudit report Business report Agenda Item No Approval of Balance Sheet Income Statement and Statement of Appropriation of Retained Earnings Draft for the 415t Fiscal Year from January 2009 to December 31 2009 Cash Dividends Excluding interim dividends Dividend per share KRW 7500 Common KRW 7550 Preferred Item No.2 Approval of Directors Agenda 2-1 Appointment of Independent Directors Mr In-Ho Lee Agenda 2-2 Appointment of members of Audit Committee Mr In-Ho Lee Number of Directors Independent Directors Item No Approval of the Compensation Ceiling for the Directors 42nd billion Proposed remuneration ceiling for the fiscal year KRW 52 Remuneration ceiling approved in the 41St fiscal year KRW 55 billion Agenda of the Meeting AGENDA APPROVAL OF BALANCE SHEET PROFIT AND LOSS STATEMENT AND STATEMENT OF APPROPRIATION OF RETAINED EARNINGS FOR THE 41st FISCAL YEAR of retained The balance sheet the statement of income and the statement of appropriation accordance with Article 449 of the earnings for the 41St fiscal year are to be approved in Commercial Code follows sales billion Financial results for the fiscal year 2009 are as 89773 won billion of financial operating profit 6349 billion won and net income 9650 won Summary statements is attached at the end of this document consolidated basis were 136 trillion For your reference sales and operating profit on won and 10.9 trillion won respectively achieved results In Last year despite challenging business conditions we outstanding dividends order to share our success with shareholders we decided to raise our 2009 year-end for shares and for preferred shares which is an per share KRW 7500 common KRW 7550 increase of 50% over the previous year As result total dividends for year 2009 will be 1185 billion won Dividend payout both for ratio 12.3% For your information interim dividend was KRW 500 per share preferred and common shares The Company has constantly repurchased share buybacks from 2002 However for the had cash past two years there was no share buyback since the company to secure enough slow down holdings due to the uncertainties related with global economy Payout for the Past Years Unit 100 million Won 05 06 07 08 09 Net profit 76402 79261 74250 55259 96495 Dividends 8340 8205 11711 8089 11854 Per common share 5500 Won 5500 Won 8000 Won 5500 Won 8000 Won 12% Payout ratio 11% 10% 16% 15% Year-end share price Won 659000 613000 556000 451000 799000 1.4% 1.2% 1.0% Dividend yield 0.8% 0.9% Price and EPS during the Past Years Unit Won 2005 2006 2007 2008 2009 Stock Price Year-end 659000 613000 556000 451000 799000 EPS 49970 52880 49532 37684 65499 AGENDA APPOINTMENT OF DIRECTORS of nine four The Companys Board of Directors is currently composed Directors Executive Directors and five Independent Directors Two Independent Directors Mr Kap-Hyun 2010 The Director Lee and Mr Goran Maim terms will be completed in March Independent for both Lee Recommendation Committee recommended not to renew the terms Mr Kap-Hyun Directors of our for three and Mr Goran Malm since they have served as Independent Company consecutive terms nine years Committee is committee under the Board of The Independent Director Recommendation of candidates for Directors and assesses the independence and ability potential Independent Directors and recommends relevant candidates to the Board recommended In-Ho Lee Mr The Independent Director Recommendation Committee Mr to the CEO He 16 of Lee spent most of the career at Shinhan Bank rising position brings years finances but also the area of financial risk experience and expertise not only in global corporate 2-1 management Please see detailed description of his qualification under Agenda has had relations with Mr In-Ho Lee nor Shinhan Financial Group no Samsung Electronics or Samsung Group Director The company believes Mr Lee will be able to perform the role of Independent Please note that In-Ho Lee is successfully maintaining independence and check and balance Mr also recommended as member of the Audit Committee Executive To maintain Independent Directors being majority of BoD members one As the number of the Directors Director Mr Sang-Hoon Lee has resigned result Companys Directors will be reduced from nine to seven three Executive Directors and four Independent of Board of Directors Independent Directors will still constitute majority our dates of the members is BoD profile including appointment and expiration BOD provided as reference at the end of this document AGENDA 2-1 APPOINTMENT OF INDEPENDENT DIRECTOR and Article 24 of the Pursuant to Article 191-16 of the Securities and Exchange Law the Director Recommendation Articles of Incorporation of the Company Independent Director Mr Committee recommends the following candidate to be nominated as Independent In-Ho Lee March Mr In-Ho Lee was President CEO of Shinhan Bank from February 1999 to 2003 Financial Vice Chairman of Shinhan Bank from March 2003 to May 2005 and CEO of Shinhan Group from May 2005 to March 2009 Korean but over the Shinhan Bank was relatively newcomer in the Banking industry while Lee served as of Shinhan Bank Shinhan past ten years 9992009 Mr top management and became one of the three Financial Group the Bank achieved outstanding performance top Lees with Shinhan Bank and leading companies in the industry We believe that Mr experience Electronics under financial achievement for dynamic growth will contribute to Samsung global uncertainties Shinhan Bank Performance 1999/ 2008 2008 in trillion won 1999 Change 440% Total Assets 39.53 213.57 Revenue 3.59 49.51 1278% 1.91 2280% Operating Profit 0.08 Net Income 0.06 1.45 2518% in and has Also Mr Lee has great reputation for his expertise global management of Bank in 2005 He also has successfully completed the merger acquisition Chohung great The believes that those expertise in the area of risk management and credit assessment company contribute to the which aims to become one of the top global leading will greatly Company companies the information of the nominee for The following section contains name and biographical the election of the the Independent Director The Board recommends vote FOR following candidate Date of Birth November 1943 Major Careers Period Institutions Positions 2005/05