Celltrion

Dear valued shareholders,

Celltrion, Inc. (“The Company”) hereby provides a detailed explanation to our shareholders regarding the current status of, and the Company’s clear position on, the recently submitted request to convene an Extraordinary General Meeting of Shareholders (“EGM”).

While the Company remains firmly committed to listening attentively to the valuable opinions of our shareholders and is reviewing this matter with due responsibility, the review and decision-making process concerning a request to convene an EGM must be conducted fairly and transparently in strict accordance with applicable legal procedures, as it directly affects the rights and interests of all shareholders.

Recently, the “Celltrion Minority Shareholders Special Committee” (the “Committee”) submitted a request to convene an EGM with agenda items including, among others: (i) reduction of capital (cancellation of treasury shares), (ii) removal of directors, and (iii) amendments to the Articles of Incorporation, together with other advisory shareholder proposals. To hear and understand the position of minority shareholders, the Company held a meeting with representatives of the Committee on December 2.

At the meeting held for more than one hour, the Company provided the following clarifications:

• The Company is willing to proceed without delay with the procedures to convene an EGM if a request is duly submitted in compliance with applicable laws.
• However, the present request to convene an EGM does not satisfy the statutory requirements, as it lacks the basic supporting documents required under relevant laws and precedents.
• If the Company were to accept the request without conducting a reasonable legal review of the statutory requirements, it could give rise to issues such as a violation of the principle of shareholder equality.
• Nevertheless, in respect of the intentions of the shareholders who submitted the request, the Company is reviewing the possibility of voluntarily submitting to the next Annual General Meeting of Shareholders any legally permissible agenda items included in the request, such as the cancellation of treasury shares and the adoption of cumulative voting.

Under the current Korean Commercial Act, shareholders who hold no less than 3 percent of the total number of issued and outstanding shares, or any person who has continued to hold stocks equivalent to no less than 1.5 percent of the total number of issued and outstanding shares of a listed company for more than six months may request convocation of an EGM. In addition, pursuant to the Act on Electronic Registration of Stocks and Bonds, objective evidentiary documents—such as certificate of ownership issued by the Korea Securities Depository—are required to substantiate that these statutory requirements have been met.

However, the Committee claimed that it had received proxies from shareholders representing 1.71% of the total number of issued shares, and submitted as supporting documents only two shareholder lists and proxy forms as of two specific record dates, March 31 and September 30 of this year. Based solely on these materials, the Company was unable to verify whether the relevant shareholders satisfied the requirement of “continuous ownership for six months or longer” as of the date of the request to convene the EGM.

Accordingly, both before and after the meeting, the Company repeatedly requested that the Committee submit materials—such as certificates of ownership—capable of verifying compliance with the statutory requirements. However, even as of the date on which the Company received service of a copy of the petition for court permission to convene an EGM, no additional supporting documents had been provided.

Therefore, the Committee’s assertion that the Company unreasonably refused the request and failed to respect shareholders’ intentions is inconsistent with the facts. The Company will respond faithfully to the court proceedings concerning the request to convene an EGM in accordance with the law and established principles, and if the Committee supplements the request with the requisite basic supporting documents, the Company intends to proceed without delay with the procedures to convene an EGM.

As the convening of an EGM directly affects the rights and interests of all shareholders, it is of paramount importance for the Company to accurately confirm compliance with the statutory requirements. The shareholder lists and proxy forms submitted by the Committee alone are insufficient to demonstrate that the legal requirements for requesting an EGM have been satisfied, making it difficult for the Company to proceed with the convening procedures. The Company has already communicated this position to the Committee on multiple occasions and has reiterated that such verification is an essential measure to ensure the legitimacy of the shareholders’ meeting.

The Company places the highest priority on enhancing shareholder value and achieving sustainable growth together with our shareholders, and is making every effort to increase corporate value in pursuit of these objectives.

Taking into account treasury share purchases and cancellations, cash dividends, and other shareholder return measures, the Company’s shareholder return ratio for this year is expected to significantly exceed—by several times—the three-year average target of 40% through 2027 presented in the Company’s value-up program announced earlier this year. The Company remains committed to further enhancing shareholder value through measures such as tax-exempt dividends and cash dividends going forward.

We sincerely appreciate our shareholders’ continued trust and support.