Samsung C&T

028260 · KOSPI · Industrials · LARGE CAP

[Amended] Rights offering (paid-in capital increase) decision (subsidiary)

Samsung C&T amended its disclosure on subsidiary Samsung Biologics' rights offering to confirm the 1st issuance price of US$862.86 per common share (down from an expected US$971.64) and to reduce the stated use-of-proceeds amount for acquiring securities of other companies to US$1.96B, with the confirmed price to be set November 4, 2026.

Capital raise([Amended] Rights offering (paid-in capital increase) decision (subsidiary))· FILED 2026-10-01· RCEPT 20261001800695

What happened

Samsung C&T/Rights Offering Decision (Material Matter of Subsidiary)/(2026.10.01) Rights Offering Decision (Material Matter of Subsidiary)

Amendment Report Amendment date: 2026-10-01 1. Disclosure document being amended: Rights Offering Decision (Material Matter of Subsidiary) 2. Date of original disclosure document: 2026-08-28 3. Reason for amendment: Amendment due to confirmation of the 1st issuance price 4. Amended Items

Item: 4. Purpose of Capital Raising - Facility funds (KRW) Before: 294,776,453,897 After: -

Item: 4. Purpose of Capital Raising - Funds to acquire securities of other companies (KRW) Before: 2,706,163,546,103 After: 2,664,980,000,000

Item: 6. New Share Issuance Price - Expected issuance price, common shares (KRW) Before: 1,322,000 After: 1,174,000

Item: 22. Other Important Matters Related to Investment Decisions Before: This disclosure relates to the rights offering decision of Samsung Biologics Co., Ltd. After: This disclosure relates to an amendment disclosure concerning the rights offering decision of Samsung Biologics Co., Ltd.

- Rights Offering Decision (Material Matter of Subsidiary) Report on material matter of subsidiary Samsung Biologics Co., Ltd.

1. Type and Number of New Shares: Common shares: 2,270,000; Special class shares: - 2. Par Value per Share (KRW): 2,500 3. Total Shares Issued Before Capital Increase: Common shares: 46,290,951; Special class shares: - 4. Purpose of Capital Raising: Facility funds: -; Funds for business acquisition: -; Working capital: -; Debt repayment funds: -; Funds to acquire securities of other companies: 2,664,980,000,000; Other funds: - 5. Method of Capital Increase: Rights offering to existing shareholders followed by general public offering of forfeited shares [Shareholder-allocation capital increase] 6. New Share Issuance Price Confirmed issuance price: Common shares: -; Special class shares: - Expected issuance price: Common shares (KRW): 1,174,000; Expected confirmation date: 2026-11-04; Special class shares (KRW): -; Expected confirmation date: - 7. Method of Determining Issuance Price: See "22. Other Important Matters Related to Investment Decisions - (a) Method of determining new share issuance price" 8. Record Date for New Share Allocation: 2026-10-06 9. Number of New Shares Allocated per Share: 0.0392737657 10. Priority Allocation Ratio for Employee Stock Ownership Association (%): 20.0 11. Subscription Period Employee stock ownership association: Start 2026-11-09; End 2026-11-09 Existing shareholders: Start 2026-11-09; End 2026-11-10 12. Payment Date: 2026-11-17 13. Treatment of Forfeited Shares: See "22. Other Important Matters Related to Investment Decisions - (b) Method of allocating new shares" 14. Dividend Accrual Start Date for New Shares: 2026-01-01 15. Expected Date of Delivery of New Share Certificates: - 16. Lead Underwriter(s) (if not a direct offering): Shinhan Investment Corp., NH Investment & Securities Co., Ltd., Korea Investment & Securities Co., Ltd., KB Securities Co., Ltd. 17. Transferability of Subscription Rights: Applicable 18. Board Resolution Date (Decision Date): 2026-08-28 Independent (outside) director attendance: Present (4); Absent (-) Audit committee member (non-independent-director) attendance: Present 19. Subject to Securities Registration Statement Filing: Yes 20. Reason for Exemption from Filing (if applicable): - 21. Subject to Fair Trade Commission Reporting: No 22. Other Important Matters Related to Investment Decisions - This disclosure relates to an amendment disclosure concerning the rights offering decision of Samsung Biologics Co., Ltd.

(a) Method of Determining the New Share Issuance Price Pursuant to Article 5-18 of the Regulation on Issuance and Disclosure of Securities, the pricing procedure for shareholder-allocation capital increases has been abolished and pricing has been liberalized; however, due to concerns about market disruption and in line with existing practice, the issuance price is determined by partially applying Article 57 of the former Regulation on Issuance and Disclosure of Securities, as follows:

1) Expected Issuance Price: The base date is the day before the board resolution date (August 27, 2026). The expected issuance price is calculated by applying a 15% discount to the lower of (i) the arithmetic average of the 1-month volume-weighted average price, 1-week volume-weighted average price, and closing price on the KOSPI market as of the base date, and (ii) the closing price on the base date, using the capital increase ratio (number of new shares / total shares issued) in the formula below. Amounts below the quotation unit are 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 issuance price. * Expected issuance price = [reference price x (1 - discount rate)] / [1 + (capital increase ratio x discount rate)]

2) 1st Issuance Price: The base date is the 3rd trading day before the record date for new share allocation. The 1st issuance price is calculated by applying a 15% discount to the lower of (i) the arithmetic average of the 1-month volume-weighted average price, 1-week volume-weighted average price, and closing price on the KOSPI market as of the base date, and (ii) the closing price on the base date, using the capital increase ratio in the formula below. Amounts below the quotation unit are rounded up, and if at or below par value (KRW 2,500), par value is used. * 1st issuance price = [1st reference price x (1 - discount rate)] / [1 + (capital increase ratio x discount rate)]

3) 2nd Issuance Price: The base date is the 3rd trading day before the existing-shareholder subscription date. The 2nd issuance price is calculated using the lower of (i) the arithmetic average of the 1-week volume-weighted average price and closing price on the KOSPI market as of the base date, and (ii) the closing price on the base date, applying a 15% discount. Amounts below the quotation unit are rounded up, and if at or below par value (KRW 2,500), par value is used as the issuance price. * 2nd issuance price = 2nd reference price x (1 - discount rate)

4) Confirmed Issuance Price: The confirmed issuance price is the lower of the 1st and 2nd issuance prices. 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 1st and 2nd issuance prices is lower than the price calculated by applying a 40% discount to the volume-weighted average price for the 3rd through 5th trading days before the subscription date, then the price calculated by applying a 40% discount to that volume-weighted average price shall be used as the confirmed issuance price. Amounts below the quotation unit are rounded up, and the confirmed issuance price shall not be below par value (KRW 2,500). * The general public offering issuance price shall be the same as the confirmed issuance price applied to the employee stock ownership association and existing shareholder subscriptions.

(b) Method of Allocating New Shares 1) Employee Stock Ownership Association: 454,000 shares, equal to 20% of the total planned issuance of 2,270,000 shares, are allocated with priority to the employee stock ownership association pursuant to Article 165-7 of the Financial Investment Services and Capital Markets Act. 2) Subscription by Existing Shareholders: Shares are allocated to shareholders of record as of 6:00 p.m. on the record date (October 6, 2026) ("existing shareholders") based on 0.0392737657 shares per share held (fractional shares below 1 share are rounded down), and are allotted up to the subscribed amount within the allocated range. The number of shares allocated per share may change due to changes in treasury shares, treasury share trusts, etc. before the record date. 3) Allocation for Over-subscription: If forfeited shares arise after subscription by the employee stock ownership association and existing shareholders (holders of subscription rights certificates), the forfeited shares are allocated in proportion to the amount over-subscribed by existing shareholders (over-subscription ratio: 0.2 shares per 1 allocated new share) (if the over-subscribed quantity is less than the forfeited shares, 100% is allocated); fractional shares below 1 share are not allocated. (i) Subscription limit = Subscription limit under subscription rights certificate + Over-subscription limit (ii) Subscription limit under subscription rights certificate = Quantity of subscription rights certificates held (iii) Over-subscription limit = Subscription limit under subscription rights certificate x over-subscription ratio (20%) 4) General Public Offering: Forfeited shares and odd-lot shares remaining after the above allocations are offered to the general public by the joint lead underwriters and the offering agent, with 5% of the publicly offered shares allocated to high-risk, high-yield investment trusts, etc. pursuant to Article 9, Paragraph 2, Item 3 of the Regulation on Securities Underwriting Business, and the remaining 95% allocated to individual and institutional subscribers without distinction. Subscription competition ratios and allocations for the two groups are calculated and allocated separately. However, pursuant to Article 9, Paragraph 3 of the Regulation on Securities Underwriting Business, if only one group falls short of subscription, the shortfall shares are allocated to the over-subscribed group. (i) For the general offering, the joint lead underwriters' and offering agent's own subscription volumes are allocated according to an integrated subscription competition ratio (total subscription volume divided by the number of shares allocated to the general offering), applied to each underwriter's/agent's own subscribers. (ii) If the total subscription volume of the joint lead underwriters and offering agent exceeds the shares allocated to the general offering, shares are allocated pro rata by subscription competition ratio using standard rounding to minimize residual shares; any final residual shares are allocated sequentially to the largest subscribers, with ties resolved by random drawing among the joint lead underwriters and offering agent. (iii) If the total subscription volume of the joint lead underwriters and offering agent falls short of the shares allocated to the general offering, each joint lead underwriter shall itself underwrite its individually required shares for its own account. Under the firm commitment underwriting agreement, the required shares of any underwriter whose subscription volume falls short of its underwriting obligation are calculated by deducting the offering agent's subscription volume from the general offering allocation and dividing by the joint lead underwriters' underwriting ratios; the shares released from the shortfall underwriter's obligation are reallocated from the "excess-subscription" underwriters' (those whose subscription volume exceeds their underwriting obligation) excess subscription volume (not less than zero). (iv) However, pursuant to Article 9, Paragraph 2 of the Regulation on Securities Underwriting Business, if the shares to be allocated to high-risk, high-yield investment trusts, etc. and general subscribers (as defined under Article 9, Paragraph 2, Item 5 of that Regulation) amount to 10,000 shares or less (based on par value of KRW 2,500), or if the offering amount of such shares is KRW 100 million or less, the joint lead underwriters may instead underwrite such shares themselves according to their underwriting ratio.

(c) Subscription Handling Locations and Subscription Period - Employee stock ownership association: Head office and branches of Shinhan Investment Corp. (one of the joint lead underwriters) (subscription date: November 9, 2026) - Existing shareholders (subscription rights certificate holders) holding special accounts (former "registered shareholders"): Head office and branches of the joint lead underwriters (subscription period: November 9-10, 2026) - Existing shareholders (subscription rights certificate holders), general shareholders (former "beneficial shareholders"): 1) Head office and branches of the securities company where the shareholder's Samsung Biologics shares are held in custody as of the shareholder confirmation date 2) Head office and branches of the joint lead underwriters (subscription period: November 9-10, 2026) - General public offering subscription (including high-risk, high-yield investment trust subscriptions): Head office and branches of the joint lead underwriters and the offering agent (subscription period: November 12-13, 2026) Note: Subscription channels and methods (website, HTS, MTS, ARS, etc. in addition to head office/branches) differ by subscription handling location; please check with the relevant securities company before subscribing.

(d) Matters Concerning Subscription Rights Certificates 1) Subscription rights certificates are not issued as physical certificates, in accordance with the electronic securities registration system (effective September 16, 2019). 2) The Issuing Company shall issue subscription 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 shall entrust the joint lead underwriters with the sale or brokerage of the subscription rights certificates. 3) The Issuing Company shall issue subscription rights certificates by electronic registration pursuant to the Act on Electronic Registration of Stocks, Bonds, etc.: (i) for shares held in securities company accounts (former "beneficial shareholder" holdings), by issuing subscription rights certificates in bulk and crediting them to each account; and (ii) for shares managed in special accounts through the transfer agent (former "registered shareholder" holdings), by issuing subscription rights certificates to each holder's special account at the transfer agent. However, special account holders (former "registered shareholders") may apply to the transfer agent for proxy deposit and listing of their subscription rights certificates, in which case such certificates may be traded and transferred on the exchange. 4) The Issuing Company shall apply to list, in bulk deposit form, the subscription rights certificates issued to general shareholders (former "beneficial shareholders") on the exchange, and such certificates shall be listed for at least 5 trading days. 5) The method of transferring subscription rights certificates and subscribing for the shares represented thereby is as follows: i) General shareholders (former "beneficial shareholders"): transfer by account transfer upon execution of an on- or off-exchange trade, and subscription through the depositing securities company and the head office/branches of the joint lead underwriters. ii) Special account holders (former "registered shareholders"): subscribe after applying to transfer the subscription rights certificate from the transfer agent's special account to a general electronic registration account (securities company account), or trade the subscription rights certificate. Direct subscription at the head office/branches of the joint lead underwriters is possible without such transfer, but trading of the subscription rights certificate requires the transfer from the special account to a general electronic registration account at the transfer agent first.

※ Related Disclosures 2026-08-28 Rights Offering Decision (Material Matter of Subsidiary)

[Matters Concerning the Subsidiary] Subsidiary name: Samsung Biologics Co., Ltd. (English: SAMSUNG BIOLOGICS CO., LTD.) Representative: Im Jon-jong-bo (name as stated in the filing) Main business: Manufacture of basic pharmaceutical substances and biological products Major subsidiary: Applicable Subsidiary's total assets (KRW): 11,060,741,976,837 Parent company's consolidated total assets (KRW): 86,532,745,699,428 As % of parent company's consolidated total assets: 12.78

Filed2026-10-01, [Amended] Rights offering (paid-in capital increase) decision (subsidiary)
SourceDART rcept 20261001800695 → open original filing

Versions of this filing

  1. 2026-08-28Original
  2. 2026-10-01Amendment 1 (this page)

Source: DART. Information only, not investment advice.

For informational purposes only. This is not investment advice, a recommendation, or a solicitation to buy or sell any security. Do your own research; any investment decision is your own responsibility.

Data from DART, Korea's official corporate-filing system. Data sourced from official DART filings. Accuracy is not guaranteed. Figures are as of the date shown. As of 2026-10-01 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).