Rights offering (paid-in capital increase) decision (subsidiary)

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-10-01) →

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Samsung C&T / Rights offering decision (subsidiary's material management matter) / (2026.08.28) Rights offering decision (subsidiary's material management matter) Rights offering decision (subsidiary's material management matter) Report on a material management matter of the subsidiary Samsung Biologics

1. Type and number of new shares: Common stock (shares) 2,270,000; Class shares (shares) - 2. Par value per share (KRW): 2,500 3. Total shares issued before the capital increase: Common stock (shares) 46,290,951; Class shares (shares) - 4. Purpose of fundraising: Facility funds (KRW) 294,776,453,897; Business acquisition funds (KRW) -; Operating funds (KRW) -; Debt repayment funds (KRW) -; Funds to acquire securities of other companies (KRW) 2,706,163,546,103; Other funds (KRW) - 5. Capital increase method: Shareholder allotment with general public offering of forfeited shares [In the case of a shareholder-allotment capital increase] 6. New share issue price: Fixed issue price - Common stock (KRW) -; Class shares (KRW) -. Expected issue price - Common stock (KRW) 1,322,000, expected fixing date 2026-11-04; Class shares (KRW) -, expected fixing date - 7. Method of determining the issue price: See "22. Other important matters for investors' reference - a. Method of determining the new share issue price" 8. Record date for new share allotment: 2026-10-06 9. Number of new shares allotted per share (shares): 0.0392737657 10. Preferential allotment ratio for employee stock ownership association members (%): 20.0 11. Expected subscription date: Employee stock ownership association - start date 2026-11-09, end date 2026-11-09; existing shareholders - start date 2026-11-09, end date 2026-11-10 12. Payment date: 2026-11-17 13. Plan for handling forfeited shares: See "22. Other important matters for investors' reference - b. Method of allotting new shares" 14. Dividend record date for new shares: 2026-01-01 15. Expected date of delivery of new share certificates: - 16. Lead underwriter (if not a direct offering): Shinhan Securities Co., Ltd., NH Investment & Securities Co., Ltd., Korea Investment & Securities Co., Ltd., KB Securities Co., Ltd. 17. Whether pre-emptive rights are transferable: Applicable 18. Board resolution date (decision date): 2026-08-28; outside director attendance - present (persons) 4, absent (persons) -; auditor (audit committee member other than an outside director) attendance - present 19. Whether subject to filing of a securities registration statement: Yes 20. Reason if exempted from filing: - 21. Whether subject to Fair Trade Commission reporting: No 22. Other important matters for investors' reference - This disclosure concerns the rights-offering decision of Samsung Biologics Co., Ltd. a. Method of determining the new share issue price Under Article 5-18 of the Regulation on Issuance and Disclosure of Securities, the mandatory price-determination procedure for shareholder-allotment capital increases has been abolished and issue-price determination has been liberalized, so the issue price may in principle be set freely; however, to avoid market confusion and in line with existing practice, the price is determined as follows, applying certain provisions of the former Regulation on Issuance and Disclosure of Securities, etc. (Article 57), by analogy. (1) Expected issue price: The expected issue price is determined by comparing (i) the simple average of the one-month volume-weighted average price, the one-week volume-weighted average price, and the closing price on the Korea Exchange, each calculated from the base date of the day before the board resolution date (August 27, 2026), with (ii) the closing price on the base date, taking the lower of the two as the reference share price, applying a discount rate of 15%, and calculating the capital-increase ratio as the number of rights-offering shares divided by the total number of shares issued, under the formula below, to produce the issue price (expected issue price). However, any amount below the minimum quotation unit is rounded up to the nearest quotation unit, and if the resulting price is at or below par value, the par value is used as the issue price. * Expected issue price = [reference share price x (1 - discount rate)] / [1 + (capital-increase ratio x discount rate)] (2) First issue price: The first issue price is determined by comparing (i) the simple average of the one-month volume-weighted average price, the one-week volume-weighted average price, and the closing price on the Korea Exchange, each calculated from the base date of the 3rd trading day before the new-share allotment record date, with (ii) the closing price on that base date, taking the lower of the two as the first reference share price, applying a discount rate of 15%, and calculating the capital-increase ratio as the number of rights-offering shares divided by the total number of shares issued, under the formula below. However, any amount below the minimum quotation unit is rounded up to the nearest quotation unit, and if the resulting price is at or below par value (2,500 won), par value is used. * First issue price = [first reference share price x (1 - discount rate)] / [1 + (capital-increase ratio x discount rate)] (3) Second issue price: Calculated from the base date of the 3rd trading day before the existing shareholders' subscription date, by comparing (i) the simple average of the one-week volume-weighted average price on the Korea Exchange and the closing price on that base date, with (ii) the closing price on that base date, taking the lower of the two as the second reference share price, and determined under the formula below applying a discount rate of 15%. However, any amount below the minimum quotation unit is rounded up to the nearest quotation unit, and if the offering price resulting from the discount is at or below par value (2,500 won), par value is used as the issue price. * Second issue price = second reference share price x (1 - discount rate) (4) Final issue price: The final issue price is the lower of the first issue price and the second issue price. However, pursuant to Article 165-6 of the Financial Investment Services and Capital Markets Act and Article 5-15-2 of the Regulation on Issuance and Disclosure of Securities, if the lower of the first and second issue prices is lower than the price calculated by applying a 40% discount rate to the volume-weighted average price from the 3rd to the 5th trading day before the subscription date, then the price obtained by applying a 40% discount rate to that volume-weighted average price (from the 3rd to the 5th trading day before the subscription date) is used as the final issue price. Any amount below the minimum quotation unit is rounded up to the nearest quotation unit, and if the final issue price is at or below par value (2,500 won) (text as stated in the filing) * The general-offering issue price applies the same final issue price used for the employee stock ownership association and existing shareholders' subscriptions. b. Method of allotting new shares (1) Employee stock ownership association: 454,000 shares, equal to 20% of the total of 2,270,000 shares planned to be issued, are preferentially allotted to the employee stock ownership association pursuant to Article 165-7 of the Financial Investment Services and Capital Markets Act. (2) Existing-shareholder subscription: Shareholders registered in the shareholder register as of 18:00 on the new-share allotment record date (October 6, 2026) ("existing shareholders") are allotted a number of shares calculated by multiplying their holding by 0.0392737657 shares per share (fractional shares below one share are rounded down), and shares are allotted up to the amount subscribed within that allotted range. However, the number of shares allotted per share may change due to changes in treasury shares and treasury-share trusts before the new-share allotment record date. (3) Allotment of oversubscriptions: If there are forfeited shares after the employee stock ownership association and existing-shareholder (pre-emptive rights certificate holder) subscriptions, the forfeited shares are allotted in proportion to the oversubscribed quantity by existing shareholders (pre-emptive rights certificate holders) who oversubscribe (oversubscription ratio: 0.2 shares per allotted share), provided that if the oversubscribed quantity is less than the forfeited shares, 100% is allotted, and fractional shares below one share are not allotted. (i) Subscription limit = pre-emptive rights certificate subscription limit + oversubscription limit (ii) Pre-emptive rights certificate subscription limit = quantity of pre-emptive rights certificates held (iii) Oversubscription limit = pre-emptive rights certificate subscription limit x oversubscription ratio (20%) (4) General public offering: Forfeited shares and odd-lot shares arising after the above employee stock ownership association, existing-shareholder, and oversubscription allotments are offered to the general public by the "joint lead underwriters" and the "selling agent" as follows; pursuant to Article 9, Paragraph 2, Item 3 of the Regulation on Securities Underwriting Business, 5% of the publicly offered shares are allotted to high-risk high-yield investment trusts, etc., and the remaining 95% are allotted without distinction to individual and institutional subscribers. The subscription competition ratio and allotment for the 5% allotted to high-risk high-yield investment trusts, etc. and the 95% allotted to individual and institutional investors are calculated and allotted separately. However, pursuant to Article 9, Paragraph 3 of the Regulation on Securities Underwriting Business, if only one group falls short of its subscription, the shares corresponding to the shortfall are allotted to the oversubscribed group. (i) In calculating the general-offering allotment quantity, the "subscription volume" of the "joint lead underwriters" and "selling agent" (meaning the number of shares subscribed through general public offering received at each subscription outlet of the joint lead underwriters and selling agent, calculated individually for the joint lead underwriters and selling agent) is allotted to each subscriber of the joint lead underwriters and selling agent according to the combined subscription competition ratio obtained by dividing the "total subscription volume" of the joint lead underwriters and selling agent (the sum of the subscription volume received by the joint lead underwriters and selling agent through general public offering) by the number of shares in the "general-offering allotment" (this method is referred to as "combined allotment"). (ii) In the general-offering allotment, if the "total subscription volume" of the joint lead underwriters and selling agent exceeds the number of shares in the "general-offering allotment," shares are allotted proportionally according to the subscription competition ratio, in principle rounding to the nearest whole share, so as to minimize residual shares. Any final residual shares are then allotted sequentially starting with the largest subscriber; where subscribers tied for the largest amount exceed the final residual shares, the joint lead underwriters and selling agent allot by random drawing. (iii) If the "total subscription volume" of the joint lead underwriters and selling agent is less than the number of shares in the "general-offering allotment," each "joint lead underwriter" underwrites its "individual underwriting obligation quantity" for its own account. Pursuant to Article 2, Paragraph 4 of the "Residual Underwriting Agreement," the "individual underwriting obligation quantity" of an "undersubscribed company" (a company whose "subscription volume" is less than its "underwriting limit obligation quantity") is calculated by deducting the "selling agent's" "subscription volume" from the "general-offering allotment" and dividing by the underwriting ratio of the "joint lead underwriters" under Article 2, Paragraph 4 of the Residual Underwriting Agreement; the quantity of shares for which an "undersubscribed company" is relieved of underwriting responsibility is calculated by allocating the "oversubscription volume" (the subscription volume in excess of the underwriting limit obligation quantity, but not less than zero) of an "oversubscribed company" (a company whose subscription volume exceeds its underwriting limit obligation quantity) to the undersubscribed company. (iv) However, pursuant to Article 9, Paragraph 2 of the Regulation on Securities Underwriting Business, if the shares to be allotted to high-risk high-yield investment trusts, etc. and general subscribers (meaning other subscribers under Article 9, Paragraph 2, Item 5 of the same regulation; the same applies below) are 10,000 shares or fewer (based on par value of 2,500 won) or if the offering amount of the shares to be allotted is 100 million won or less, the "joint lead underwriters" may, instead of allotting to high-risk high-yield investment trusts, etc. and general subscribers, underwrite such shares for their own account according to their "underwriting ratio." c. Subscription-handling locations and subscription period Eligible subscribers: - Employee stock ownership association: head office and branches of Shinhan Investment Corp (Shinhan Securities Co., Ltd.), one of the "joint lead underwriters" (subscription date: November 9, 2026) - Existing shareholders (pre-emptive rights certificate holders), holders of special accounts (formerly "registered shareholders"): head offices and branches of the "joint lead underwriters" (subscription period: November 9, 2026 - November 10, 2026) - Existing shareholders (pre-emptive rights certificate holders), general shareholders (formerly "beneficial shareholders"): 1) head office and branches of the securities company with which the shareholder's Samsung Biologics shares were on deposit as of the shareholder-confirmation date; 2) head offices and branches of the "joint lead underwriters" (subscription period: November 9, 2026 - November 10, 2026) - General public offering subscription (including subscription by high-risk high-yield investment trusts): head offices and branches of the "joint lead underwriters" and "selling agent" (subscription period: November 12, 2026 - November 13, 2026) Note: Subscription channels and methods (website, HTS, MTS, ARS, etc., in addition to head office/branches) may differ depending on the subscription outlet, so please check with the relevant securities company before subscribing. d. Matters concerning the pre-emptive rights certificate (1) Pre-emptive rights certificates are not issued in physical form, in accordance with the electronic securities system that took effect on September 16, 2019. (2) The "issuing company" issues pre-emptive rights certificates to shareholders pursuant to Article 165-6, Paragraph 3 of the Financial Investment Services and Capital Markets Act and Article 5-19 of the Regulation on Issuance and Disclosure of Securities, and entrusts the "joint lead underwriters" with the trading or brokerage of the pre-emptive rights certificates. (3) The "issuing company" issues pre-emptive rights certificates by electronic registration under the Act on Electronic Registration of Stocks, Bonds, etc., as follows: (i) for shares a shareholder holds in a securities-company account (shares held by former "beneficial shareholders"), pre-emptive rights certificates are issued collectively and credited to each account by book-entry transfer; and (ii) for shares managed in a special account through the transfer agent (shares held by former "registered shareholders"), the pre-emptive rights certificates allotted are issued to each owner's special account at the transfer agent. However, if a holder of a special account (former "registered shareholder") applies to the transfer agent for deposit and listing of the pre-emptive rights certificate, that pre-emptive rights certificate may then be listed for trading and transferred between accounts. (4) The "issuing company" applies to list, through collective deposit, the pre-emptive rights certificates issued to general shareholders (former "beneficial shareholders") on the exchange, and must list them for a period of at least 5 trading days. (5) The method for transferring pre-emptive rights certificates and subscribing for the shares underlying them is as follows: i) For general shareholders (former "beneficial shareholders"): upon execution of a trade through on- or off-exchange trading, the certificate is transferred by book-entry transfer, and subscription is made through the head office or branches of the depositing securities company and the "joint lead underwriters." ii) For holders of special accounts (former "registered shareholders"): after applying to transfer the pre-emptive rights certificate from the "special account" at the transfer agent to a "general electronic registration account (securities company account)," the holder participates in the subscription or trades the pre-emptive rights certificate. Direct subscription at the head office or branches of the "joint lead underwriters" is possible without transferring the pre-emptive rights certificate to a "general electronic registration account (securities company account)"; however, trading of the pre-emptive rights certificate requires first applying to transfer it from the "special account" at the transfer agent to a "general electronic registration account (securities company account)."

Related disclosures: - [Matters concerning the subsidiary] Subsidiary name: Samsung Biologics Co., Ltd. (English: SAMSUNG BIOLOGICS CO., LTD.) - Representative: Im Jon Jongbo (name as stated in the filing) - Main business: Manufacture of basic pharmaceutical substances and biological products - Whether a major subsidiary: Applicable Total assets of the subsidiary (KRW): 11,060,741,976,837 Total consolidated assets of the parent company (KRW): 86,532,745,699,428 Ratio to the parent company's total consolidated assets (%): 12.78