Celltrion

- Celltrion will proactively amend its Articles of Incorporation to reflect the intent of the pending Commercial Act revision and submit a proposal for the cancellation and utilization of treasury shares at the upcoming AGM.

- The Company plans to cancel 65% of its treasury shares, excluding those reserved for employee compensation, while the remaining 35% will be utilized to secure future growth drivers.

- The planned cancellation of 6.11 million shares exceeds the volume of treasury shares repurchased in 2024–2025, demonstrating the Company’s commitment to responsible shareholder returns.

- Celltrion will also adopt cumulative voting, an independent director system, an expanded number of separately elected outside directors, and electronic shareholders’ meetings in advance to strengthen shareholder rights protection.

INCHEON, South Korea - Celltrion announced today that it will submit agenda items to its upcoming Annual General Meeting of Shareholders (AGM) to manage the cancellation, retention, and utilization of treasury shares under a structured framework, as part of its effort to strengthen corporate competitiveness and enhance shareholder value.

In its notice of convocation, the company disclosed that it will hold its 35th Annual General Meeting of Shareholders on March 24 and submit agenda items including approval of the treasury share cancellation and disposal plan, partial amendments to the Articles of Incorporation, appointment of directors, and approval of the financial statements including a cash dividend of KRW 750 per share.

Celltrion plans to revise its Articles of Incorporation and obtain shareholder approval to clarify the legal basis for treasury share cancellation and disposal. The Company also aims to eliminate potential market uncertainty and maintain a transparent disclosure framework.

In addition, the amendments will proactively incorporate the intent of the government-proposed Commercial Act revision by introducing an independent director system, mandatory cumulative voting, an increased number of separately elected outside directors, and electronic shareholders’ meetings, thereby strengthening shareholder rights protection.

Celltrion intends to retain approximately 3 million shares out of its current treasury holdings of approximately 12.34 million shares for employee compensation purposes, including stock options already granted. This measure reflects shareholders’ requests to utilize treasury shares instead of issuing new shares for stock option exercises.

Excluding the portion retained for stock option purposes, approximately 6.11 million shares, representing 65% of the Company’s treasury share holdings, will be cancelled, while the remaining approximately 3.23 million shares (35%) will be utilized to secure future growth drivers.

After announcing that it would cancel all treasury shares acquired in 2025, Celltrion has already cancelled approximately 1.96 million shares. If the additional cancellation of 6.11 million shares is finalized, the total will exceed the entire amount repurchased in 2024 (2.39 million shares) and the remaining 2025 repurchases (2.98 million shares), and will also include shares acquired prior to 2023. The additional 6.11 million shares scheduled for cancellation correspond to approximately KRW 1.4633 trillion based on the closing price as of February 11.

Funds secured through monetization will be utilized to strengthen capabilities necessary for Celltrion’s future growth, including development and acquisition of new technologies and investment in manufacturing facilities. Given the nature of the biopharmaceutical industry, where new drug development significantly impacts corporate value, the Company plans to deploy these resources as strategic investments to enhance mid- to long-term competitiveness.

“This treasury share proposal reflects our commitment to embracing the intent of the Commercial Act revision currently under discussion in the National Assembly, establishing a transparent treasury share management framework, and prioritizing shareholder value,” a Celltrion official said. “We will remain committed to shareholders while securing future growth drivers and advancing toward becoming a global biopharmaceutical leader.”