Celltrion will submit plans to retire, hold and dispose of treasury shares as an agenda item for its regular shareholders meeting. The company said the move is aimed at clarifying the legal basis for operating treasury shares and responding to discussions on amendments to the Commercial Act.
Celltrion said in a notice convening the shareholders meeting on the 12th that it will hold the 35th regular shareholders meeting on the 24th of next month and submit the following agenda items: ▲ approval of the plan to hold and dispose of treasury shares and retirement of shares ▲ partial amendments to the articles of incorporation ▲ election of directors ▲ approval of financial statements, including a cash dividend of 750 won per share.
The company will push to revise its articles of incorporation for the retirement and disposal of treasury shares and plans to clarify the related basis through approval at the shareholders meeting. It also plans to streamline the disclosure system for the operation of treasury shares.
The proposed amendments to the articles reflect the intent of the government-led Commercial Act revision and include ▲ introduction of an independent director system ▲ mandatory cumulative voting ▲ expansion of separately elected outside directors ▲ establishing a basis for holding electronic shareholders meetings.
Celltrion currently holds about 12.34 million treasury shares. Of these, it will keep about 3 million shares to be used for the exercise of employee stock options. The company said the move reflects shareholders' requests to use treasury shares instead of issuing new shares.
Of the remaining shares excluding those held for stock option purposes, about 6.11 million shares (65%) will be retired. The remaining about 3.23 million shares (35%) are planned to be used as funding for future investments.
Converting 6.11 million shares at the closing price on the 11th amounts to about 1.4633 trillion won. If the retirement is finalized, the company will retire more shares than the full 2.39 million acquired in 2024 and 2.98 million acquired in 2025. Celltrion said last year it would retire all shares acquired as treasury stock and has since retired about 1.96 million treasury shares.
Funds secured through monetization will be used for new technology adoption, research and development (R&D), and investment in production facilities.