Celltrion Seeks Approval to Retire Treasury Shares

[NA Eun-kyung, Edaily Reporter] Celltrion said it will submit an agenda item at its upcoming annual general meeting to systematically manage the retirement, holding and disposal of treasury shares, as it steps up efforts to strengthen corporate competitiveness and enhance shareholder value.

In a regulatory filing on Wednesday announcing the meeting, Celltrion said it will hold its 35th annual general meeting on March 24. Agenda items include approval of a plan for holding and disposing of treasury shares and their retirement, partial amendments to the articles of incorporation, the appointment of directors and approval of financial statements, including a cash dividend of 750 won per share.

The company said it plans to revise its articles of incorporation to provide a clear legal basis for the retirement and disposal of treasury shares, subject to shareholder approval. It aims to address potential market uncertainties and maintain a transparent disclosure system.

Through the amendments, Celltrion also plans to proactively reflect the intent of the proposed revision to the Commercial Act currently under government discussion. The changes include the introduction of an independent director system, mandatory cumulative voting, an increase in separately elected outside directors and the adoption of electronic shareholder meetings, in a move to strengthen shareholder rights.

Celltrion said it will retain about 3 million shares out of the approximately 12.34 million treasury shares it currently holds for compensation purposes, including employee stock options. The decision reflects shareholder requests to utilize treasury shares for stock option programs instead of issuing new shares.

Of the remaining treasury shares excluding those set aside for stock options, about 6.11 million shares, or 65 percent, will be retired. The remaining 3.23 million shares, or 35 percent, will be used to secure future growth drivers.

After announcing plans to retire all treasury shares acquired in 2025, Celltrion has so far retired about 1.96 million shares. If the additional retirement of 6.11 million shares is finalized, the total will exceed the combined 2.39 million shares acquired in 2024 and the remaining 2.98 million shares acquired in 2025, and will also include shares purchased before 2023. The 6.11 million shares slated for additional retirement are valued at about 1.4633 trillion won based on the closing price on Feb. 11.

Funds secured through liquidation will be used to strengthen capabilities needed for future growth, including the development and introduction of new technologies and investment in production facilities. The company said the proceeds will be managed as strategic investment resources to bolster mid to long term competitiveness.

A company official said the proposal reflects the intent of the proposed Commercial Act revision under discussion at the National Assembly and is aimed at establishing a transparent treasury share management system and prioritizing shareholder value.

The official added that the company will continue to take the lead in enhancing shareholder value and strive to secure future growth drivers as it seeks to become a global big pharma player.

셀트리온, "美 관세 인상 모든 리스크 구조적 탈피"