Samsung 2005 Annual Report Download - page 118

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116
Note 20: Capital Stock
Under its Articles of Incorporation, SEC is authorized to issue
500 million shares of capital stock with a par value of \5,000
per share, of which 100 million shares are cumulative,
participating preferred stock and are non-voting and entitled
to a minimum cash dividend at 9% of par value. In addition,
SEC is authorized to issue to investors, other than current
shareholders, convertible debentures and debentures with
warrants with face values up to \4,000 billion and \2,000
billion, respectively. The convertible debentures amounting to
\3,000 billion and \1,000 billion are assigned to common
stock and preferred stock, respectively. The debentures with
warrants amounting to \1,500 billion and \500 billion are
assigned to common stock and preferred stock, respectively.
SEC is also authorized, subject to the Board of Directors’
approval, to issue shares of common or preferred stock
to investors other than current shareholders for issuance
of depository receipts, general public subscription, urgent
financing with financial institutions, and strategic alliance.
SEC is authorized, subject to the Board of Directors’ approval,
to retire treasury stock in accordance with applicable laws
up to the maximum amount of certain undistributed earnings.
The 8,310,000 shares of common stock and 1,060,000
shares of non-voting preferred stock were retired during the
years ended December 31, 2003 and 2004, with the Board
of Directors’ approval.
SEC has issued global depositary receipts (“GDR”),
representing certain shares of non-voting preferred stock and
common stock, at overseas stock markets, as follows:
In addition to the above issuances, there have been several
conversions of foreign currency convertible bonds into GDRs
and conversions of the issued GDRs into original shares of
common stock or non-voting preferred stock.
As of December 31, 2005, outstanding global depositary
receipts consist of 29,306,594 shares for common stock
(common stock equivalent: 14,653,297 shares) and
8,228,444 shares for non-voting preferred stock (preferred
stock equivalent: 4,114,222 shares).
As of December 31, 2005, exclusive of retired stocks,
147,299,337 shares of common stock and 22,833,427
shares of preferred stock have been issued. The preferred
shares, which are non-cumulative and non-voting, were all
issued on or before February 28, 1997, and are entitled to
an additional cash dividend of 1% of par value over common
stock.
The par value of capital stock differs from paid-in capital as
the retirement of capital stock was recorded as a deduction
from retained earnings.
Name of
Shareholder
Number of
Shares of Stock
Number of
Shares of GDR
Non-voting preferred stock 7,695,272 15,390,544
Common stock 4,251,338 8,502,678