Celltrion

Dear Shareholders, 

Celltrion has formed a special committee comprised of outside directors to examine whether to proceed with the merger. As part of this process, Celltrion conducted a ‘shareholder survey’, obtained an external evaluation from an accounting firm, and carried out an internal assessment with a global consulting firm. 

In regard to this, we posted the notice ‘Collecting shareholder’s opinions to examine whether to proceed with the merger with Celltrion Pharm’ on our website on July 31, 2024, and conducted a shareholder survey on the potential merger from July 31 to August 12, 2024. 

The results of the special committee's review, including opinions from shareholders and the decisions made by the Board of Directors, are as follows:

[Survey Results]  

• Survey participation: 12,778 individuals (representing 2.5% of total shareholders), 104,431,289 shares (representing 50.6% of total issued shares). 

   

• Survey Results on the merger with Celltrion Pharm: In Favor (4.0%), Opposed (70.4%), Abstained (25.6%). 

   

     ※ As Chairman Jungjin Seo and Celltrion Holdings Co., Ltd., the major shareholders, had previously stated that 
         they would follow the majority opinion of shareholders after the survey ends to ensure a fair and objective survey 
         process, Chairman Jungjin Seo’s shares (8,268,563 shares) and Celltrion Holdings’ shares (47,644,470 shares) 
         were counted as opposed to the merger in the survey outcome.  

     ※ (Note) Survey results excluding the major shareholders: In Favor (8.7%), Opposed (36.2%), Abstained (55.1%).

[Special Committee Review Results]

• After conducting a comprehensive review of the shareholder survey regarding the merger, the necessity of pursuing the merger, and shareholder interests, it is deemed appropriate not to proceed with the merger at this time to protect the interests of both the company and its shareholders, despite acknowledging the potential synergies of merging with Celltrion Pharm. This decision is based on the company's commitment/policy to adequately reflect shareholder opinions and the financial burden associated with the appraisal rights. We recommended that the Board reevaluate the case once Celltrion and Celltrion Pharm can be appropriately valued.

[Board of Director Decision]

• Following a thorough discussion and consideration of the shareholder survey results and the special committee's review, the Board of Directors has decided not to proceed with the merger with Celltrion Pharm at this time. This decision takes into account the opposition from many shareholders and various other factors, despite the potential synergies from merging with Celltrion Pharm.

Moving ahead, we will re-evaluate the merger proposal once a majority of shareholders from both companies approve the merger and when shareholder value increases for both companies. Currently, both companies will focus on their core businesses, aiming to create synergies and enhance corporate value.

Thank you.