Samsung El.gdr Regulatory News (SMSN)

4 Mar 2008 08:01

Samsung Electronics Co. Ld04 March 2008 Notice of the Convening of the AGM Notice of the convening of the 39th Annual General Meeting of Shareholders On March 4, 2008, pursuant to Article 17 of the Articles of Incorporation, BODof Samsung Electronics approved the convening of the 39th annual general meetingof shareholders. 1. Date: March 28, 2008. (09:00 a.m.) 2. Place: Hoam Art Hall, JoongAng Daily Building, 7 Soonhwa-dong, Jung-gu,Seoul 3. Report: 1.Audit report 2.Business report 3.Report on the appointment of anexternal auditor 4. Agenda - Item No. 1: Approval of Balance Sheet, Income Statement, and Statement of Appropriation of Retained Earnings (Draft) for the 39th Fiscal Year (from January 1, 2007 to December 31, 2007) - Cash Dividends (Excluding interim dividends) Dividend per share: KRW 7,500 (Common) KRW 7,550 (Preferred) - Item No. 2: Approval of the Remuneration Ceiling for the Directors - Proposed remuneration ceiling for the 40th fiscal year: KRW 35 billion SAMSUNG ELECTRONICS CO., LTD. Details of Agenda AGENDA 1: APPROVAL OF BALANCE SHEET, PROFIT AND LOSS STATEMENT AND STATEMENT OFAPPROPRIATION OF RETAINED EARNINGS FOR THE 39TH FISCAL YEAR The balance sheet, the statement of income and the statement of appropriation ofretained earnings for the 39th fiscal year are to be approved in accordance withArticle 449 of the Commercial Code. Financial results for the fiscal year 2007are as follows (?c=8211) sales: KRW 63,176 billion, operating profit: KRW 5,943billion, and net income: KRW 7,425 billion. Summary of financial statements isattached at the end of this document. Details of scheduled dividend declaration are as follows: year-end dividend pershare is KRW 7,500 for common shares and KRW 7,550 for preferred shares, whichare increased by 50% from the previous year. We decided to increase the cashdividend for year 2007 as part of our commitment to enhance our shareholdervalue. As a result, total dividends for year 2007 will be KRW 1,171 billion(Dividend payout ratio: 16%). For your information, interim dividend was KRW 500per share, both for preferred and common shares. Besides cash dividends, we also returned a good portion of our earnings to ourshareholders through share buybacks, which amounts to KRW 1.8 trillion (2.8million common shares and 0.4 million preferred shares). As a result, the ratioof our shareholder returns to net income (total payout ratio) for year 2007 willreach 40%, increased by 7%p from year 2006. (Return to Shareholders during the Past 5 Years) (Unit: Trillion KRW, %) 2003 2004 2005 2006 2007Net income 6.0 10.8 7.6 7.9 7.4Dividends 0.9 1.6 0.8 0.8 1.2Amount of share buy-back 2.0 3.8 2.1 1.8 1.8Total payout ratio 49% 50% 39% 33% 40% (Stock Price and EPS during the Past 5 Years) (Unit: KRW) 2003 2004 2005 2006 2007Stock Price (Year-end) 451,000 450,500 659,000 613,000 556,000EPS 36,356 67,899 49,970 52,880 49,532 AGENDA 2: APPROVAL OF THE LIMIT ON THE REMUNERATION FOR DIRECTORS The remuneration to be paid to directors during the 40th fiscal year is to beapproved in accordance with Article 388 of the Commercial Code and Article 34 ofthe Articles of Incorporation. The proposed limit on the remuneration for the40th fiscal year is KRW 35 billion, and the amount for the 39th fiscal year wasKRW 110 billion. The actual amount paid during the 39th fiscal year was KRW 80.2billion. For 39th fiscal year, we increased the remuneration ceiling from KRW 60billion to KRW 110 billion because of the newly adopted !degreesLong-termPerformance Incentive Plan!+/-, which should be paid every three years (2007,2010, etc.). Because the next payment of the incentive is scheduled for 2010,we have lowered the remuneration ceiling for the 40th fiscal year to KRW 35billion, which is general compensation limit excluding long-term incentive. For the total amount paid during the 39th fiscal year, KRW 24.5 billion was paidfor the general compensation and KRW 55.7 billion was paid for the long-termincentive. For the past 3 years, we achieved greater than 100% of ourcompetitors! ROE (70% weight). However, the stock price (30% weight) hasunder-performed vs. KOSPI. < Table of the limits on the remuneration for directors for the recent 4 years > (Unit: KRW) '05 '06 '07 '08 Approved Executed Approved Executed Approved Executed To be approved General 60 billion 49.4 billion 60 billion 25.9 billion 40 billion 24.5 billion 35 billion Compensation Long-term - - - - 70 billion 55.7 billion - Incentive Total 60 billion 49.4 billion 60 billion 25.9 billion 110 billion 80.2 billion 35 billion (Attachment) Financial Statements for FY 2007 39th fiscal year (January 1, 2007 December 31, 2007) 38th fiscal year (January 1, 2006 December 31, 2006) Summary of Balance Sheet (Unit: Trillion KRW, %) Account Title 39h Period 38h Period ChangeCurrent Assets 16.62 14.71 13% Cash & Cash Equivalents 6.89 4.31 60% Marketable Securities 0.92 2.06 -55% A/R 1.78 1.84 -3% Inventories 3.34 3.22 4%Non Current Assets 48.60 43.10 13% Investment 17.12 12.65 35% PPE 29.78 28.82 3% Intangible Assets 0.57 0.52 9% Other Non Current Asset 1.14 1.11 3%Total Assets 65.23 57.81 13%Liabilities 13.66 12.61 8% Debts 0.08 0.09 -4% Trade Accounts and N/P 1.94 1.87 4% Other Accounts and N/P 2.96 3.29 -10% Accrued Expenses 4.07 2.87 42% Income Tax Payable 1.11 1.11 0%Shareholders! Equity 51.56 45.20 14% Capital Stock 0.90 0.90 0% Capital Surplus 6.36 6.37 0% Capital Adjustments -8.68 -6.98 24% Accumulated Other Comprehensive Income 2.02 0.56 263% Retained Earnings 50.96 44.36 15%Total Liabilities & Shareholder!s Equity 65.23 57.81 13% Summary of Income Statement 39th fiscal year (January 1, 2007 December 31, 2007) 38th fiscal year (January 1, 2006 December 31, 2006) (Unit: Trillion KRW, %) Account Title 39h Period 38h Period ChangeSales 63.18 58.97 7% Domestic 12.13 10.75 13% Export 51.04 48.22 6%Cost of Sales 46.85 42.36 11%Gross Profit 16.33 16.31 -2%SG&A 10.39 9.68 7% Wages & Fee 1.61 1.46 10% Marketing Expenses 2.28 2.19 17% R&D / Royalty Expenses 3.99 3.95 1%Operating Profits 5.94 6.93 -14%Non OP Income & Expenses 2.69 2.28 18% F/X Gain (or Loss) -0.11 0.01 -1,024% Gain (or Loss) on Foreign Currency 0.00 0.10 -97%Translation 2.36 1.71 39% Gain (or Loss) on Equity InvestmentOrdinary Profits 8.63 9.22 -6%Income before Income Taxes 8.63 9.22 -6% Income Taxes 1.21 1.30 -7%Net Income 7.43 7.92 -6% Cash Flow Statement 39th fiscal year (January 1, 2007 December 31, 2007) 38th fiscal year (January 1, 2006 December 31, 2006) (Unit: Trillion KRW) Account Title Current Period (39th) Previous Period (38th)Cash flow from Operating Activities - Net Income 7.43 7.92 - Depreciation & amortization 7.06 5.68 - Gain on Foreign currency translation 0.00 -0.10 - Gain on valuation on investments using the equity method -2.36 -1.71 Net Cash Provided by Operating Activities 13.40 13.11Cash flow from Investing Activities - Acquisition of property, plant & equipment -8.47 -10.25 Net Cash Used in Investing Activities -9.43 -11.16Cash flow from Financing Activities - Repayment of current portion of long-term debt - - - Payment of dividends -0.82 -0.83 - Acquisition of treasury stock -1.83 -1.81 - Exercise of stock options 0.12 0.19 Net Cash Used in Financing Activities -2.53 -2.45Net Increase/Decrease in Cash & Cash Equivalents 1.44 -0.50 Cash at Beginning of the Year 0.98 1.06 Cash at End of the Year 2.03 0.98 This information is provided by RNS The company news service from the London Stock Exchange