Celltrion

- Celltrion plans to expand treasury share cancellation to 9.11 million shares by adding 3 million shares originally reserved for employee compensation to the previously announced 6.11 million shares.

- The total treasury share cancellation amounts to KRW 1.9268 trillion, representing the cancellation of 74% of the company’s total treasury shares to enhance shareholder value.

- The decision reflects a proactive response to market volatility amid rising geopolitical risks and uncertainties, while reaffirming the company’s commitment to prioritizing shareholder value.

- “We are prioritizing shareholder value amid heightened uncertainties and will make every effort to achieve this year’s revenue target of KRW 5.3 trillion,” a Celltrion official said.

INCHEON, South Korea – Celltrion announced today that it has decided to expand treasury share cancellation to approximately 9.11 million shares and disclosed a revision to the agenda for its upcoming annual general meeting of shareholders. Based on the closing price on March 5, the total value of the shares to be cancelled amounts to approximately KRW 1.9268 trillion[1].

In the agenda for the 35th annual general meeting of shareholders previously disclosed, Celltrion proposed a resolution titled “Approval of Treasury Share Holding and Disposal Plan and Cancellation,” which included the cancellation of approximately 6.11 million treasury shares, excluding shares reserved for stock option compensation. The approximately 3 million shares excluded from cancellation had been retained to fulfill stock option grants already awarded to certain employees.

Through this latest disclosure, Celltrion proposed revising the agenda to include these stock option-related treasury shares as well, thereby increasing the total cancellation volume to approximately 9.11 million shares. Employee stock option compensation will be managed through new share issuances. However, as the treasury shares will be cancelled first and new shares issued afterward, the company expects no impact on the total number of shares outstanding.

The approximately 9.11 million shares to be cancelled represent about 74% of the total treasury shares held by Celltrion. The remaining 3.23 million shares, equivalent to about 26%, will be utilized to support future growth initiatives.

Celltrion’s decision to cancel nearly three quarters of its treasury shares reflects its longstanding commitment to prioritizing shareholder value. The decision also reflects the company’s response to heightened market volatility driven by increasing geopolitical risks. In fact, Celltrion has continued to implement shareholder-friendly initiatives in 2024 and 2025, including treasury share purchases and cancellations, as well as providing updates to shareholders on the company’s response to rapidly changing market conditions.

In addition, the company plans to proactively reflect the intent of the amended Commercial Act at this year’s shareholders’ meeting by introducing measures such as an independent director system, mandatory cumulative voting, an increase in separately elected outside directors, and the adoption of electronic shareholder meetings, further strengthening the protection of shareholder rights.

Other agenda items to be presented at the shareholders’ meeting include partial amendments to the articles of incorporation, appointment of directors, and approval of financial statements including a cash dividend of KRW 750 per share. The director appointment agenda has been revised to nominate Shin Min-chul, Head of the Administration Unit and President, as an internal director, replacing Kim Hyoung-ki, Vice Chairman and Head of the Global Sales Business Group, who has decided to step down due to personal reasons. In addition, part of the statement of appropriation of retained earnings has been revised to secure surplus for the additional treasury share cancellation.

“The decision to cancel 9.11 million treasury shares, representing 74% of the company’s total treasury holdings including the additional amount announced today, reflects our commitment to prioritizing the protection of shareholder interests amid an unstable market environment,” a Celltrion official said. “We will continue to respond to market changes while conducting our business responsibly and enhancing shareholder value, and will make every effort to achieve this year’s revenue target of KRW 5.3 trillion.”

[1] Closing price on March 5, KRW 211,500