Celltrion

Dear shareholders,

Greetings, 

Since the announcement of the merger with Celltrion Healthcare last year, we have announced through various channels that we are reviewing from multiple angles the possibility of proceeding with the second phase of the merger with Celltrion Pharm. 

However, various opinions and concerns have been raised by shareholders regarding the merger with Celltrion Pharm. Therefore, to practice ESG management and safeguard shareholders’ interests, we will attentively listen to our shareholders' views before deciding whether to proceed with the merger, as stated at the 33rd Annual General Meeting this March. The management has committed to fully reflecting shareholder opinions should they proceed with the merger, and given the potential financial strain from dissenting shareholders exercising their appraisal rights, which could limit the company’s future investment capabilities, it should be noted that we will carefully consider especially whether the majority of shareholders support the merger.

This has never been the case in Korea, where a company gathers shareholders’ opinions and utilizes them as reference material for its decision-making before making important decisions like mergers. We have been, and will continue to be, dedicated to fostering a shareholder-friendly corporate culture. 

Celltrion has formed a special committee comprised of outside directors to examine objectively whether to proceed with the merger. Under the special committee, we would like to gather feedback from shareholders as part of a comprehensive assessment on whether to proceed with the merger with Celltrion Pharm. For the previous merger with Celltrion Heatlhcare, we had set up and run a special committee to evaluate the merger. The newly established special committee will serve as the first-phase special committee to preemptively review the possibility of proceeding with the merger. Only if the decision is made to proceed with the merger will a second-phase special committee be formed to evaluate the merger at full scale, similar to the process of the previous merger with Celltrion Healthcare. The special committee will independently and objectively reflect the survey results to thoroughly assess the feasibility of the merger from various angles. Please be informed that we will decide whether to proceed with the merger, taking into account the committee’s findings, including shareholders’ opinions, as well as other pertinent factors comprehensively. 

Meanwhile, in order to determine whether to proceed with the merger, reflecting shareholders’ opinions in a fair and objective manner, Chairman Jungjin Seo, the largest shareholder, and Celltrion Holdings will take a neutral position and cast their votes in accordance with the majority of shareholders' opinions as previously stated. It should be noted that both domestic and foreign institutional investors are unable to be verified through the system. As a result, their views on the merger with Celltrion Pharm will be obtained through interviews carried out by independent external agencies. Moreover, a notification regarding the collection of shareholder opinions on whether to pursue the merger with Celltrion Pharm has been sent to all shareholders, and this information is also available on the company’s website. 

We kindly ask our shareholders to check the information provided in the "Disclaimer" section and the "Basic Information for Survey Participation" link below to participate in the survey and share your valuable opinions.

This is how you participate in the survey.

1. Who can participate: Shareholders of Celltrion, Inc. (should be listed on the shareholder register as of June 30, 2024)

2. Survey period: Wednesday, July 31, 2024 – Monday, August 12, 2024

- You can edit your survey responses until the survey ends, but please note that duplicate voting is not allowed. 

  The survey will be open for 24 hours from the time it is announced, except on the final day, when it will close at 5 p.m.

3. How to participate:

 <Individual and company investors(excluding institutional investors and financial institutions)>

    ① Make sure to read the "Disclaimer" below and the "Basic Information for Survey Participation"(link provided below)

    ② Access the survey page (link provided below)

    ③ Verify yourself as a shareholder

    ④ Fill out and submit the survey

       ※ If individual or company investors have questions about the survey, please contact us at investor@celltrion.com.

 < institutional investors and financial institutions (domestic and foreign)>

 Please contact the below-mentioned firms to participate in the survey.

 - local institutional investors: Daishin Economic Research Institute (philwha.lee@daishin.com / 02-769-3073)

 - foreign institutional investors: Sodali & Co (andrew.laidlaw@sodali.com / +61-2-9066-6155)

4. Link to the Basic Information for Survey Participation: https://irsurvey.celltrion.com/en/ir_surveyGuide.html

5. Link to the Survey Page: https://irsurvey.celltrion.com/en/

※ Disclaimer

Please pay close attention to the following points regarding this survey.

• As of the survey date, no decisions have been made on whether to proceed with the merger or any related matters.
• The results of this survey are not binding on Celltrion, its board of directors, or its management. Celltrion's board of directors will ultimately decide on all matters, including the possibility of a merger with Celltrion Pharm, after careful consideration of the circumstances of the company and its industry, the rationale, and the method and timing of the merger, if needed.
• Therefore, the results of this survey may not align with the comprehensive review of all relevant factors, including shareholder opinions, conducted by our board of directors. In addition, this survey shall not be interpreted as making the merger with Celltrion Pharm official, nor shall it be construed as a solicitation of subscription to an issuance of new shares.