Convocation Notice
for the Extraordinary General Meeting of Shareholders 2023,
Celltrion Healthcare Co., Ltd.
Pursuant to Article 363 of the Commercial Act and Article 25 of Articles of Incorporation of the company, Celltrion Healthcare delivers the notice to convene the Extraordinary General Meeting of Shareholders. Please refer to the following details:
1. Date : 23rd October, 2023 (Mon.) / 10:00 AM
2. Place : 3 Floor, Grand Ballroom, Sheraton Grand Incheon Hotel, 153 Convensia Street, Yeonsu-gu, Incheon, South Korea
3. Agenda
Matters to be Reported
1. Report of audit results
Matters to be Resolved
2. Approval of Merger Agreement
[Reference for the Agenda]
1) Method of Merger : absorption-type merger
- Surviving Company : Celltrion Inc.
- Absorbed Company : Celltrion Healthcare
2) Allotment of shares under the Merger
- Celltrion Inc. shares will be delivered by allotment in the ratio of 0.4492620 Celltrion Inc. shares to one Celltrion Healthcare share.
3) Key Timeline of Merger
- BOD Resolution of Merger Agreement : 17th August 2023
- Extraordinary General Meeting of Shareholders for Merger Agreement Approval : 23rd October 2023
- Effective Date of Merger : 28th December 2023
4) Others
- The conditions and timeline can be amended in accordance with the procedures of consensus or approval from related parties.
- Subsidiary matters which are not clarified in the agreement will be decided by the consensus between the surviving company and the absorbed company
- Conclusion and execution of Merger agreement, detailed execution for the merger, and other details will be delegated to CEO.
4. Documents to be Publicly Disclosed
The company uploaded the documents prescribed by the Article 542-4 of the Commercial Act on its website and kept such documents at the head office, transfer agents, the Financial Services Commission, and the Korean Exchange to make them available to the public.
5. Items to Bring to the Meeting
1) To vote in person
▶ An identity card or equivalent document such as a driver's license and passport
2) To vote by proxy
▶ Power of Attorney (please refer to the enclosed form)
▶ Principal's certificate of a registered seal
▶ An identity card or equivalent document such as a driver's license and passport of attorney
6. Electronic Voting
The company has decided to adopt an electronic voting system at the Extraordinary General Meeting of Shareholders for pursuant to the Article 368-4 of the Commercial Act and has entrusted the duties of operation and management of the electronic system to Korea Securities Depository. Shareholders can exercise their voting right electronically without attending the shareholders' meeting in person.
6.1 Electronic Voting System
- Website Address : https://evote.ksd.or.kr
6.2 Electronic Voting Period : 13th October 2023 ~ 22nd October, 2023
- System access will be available for 24 hours from 13th October 9:00 AM
(Available until 5:00 PM on the last day, 22nd October)
6.3 Exercising voting rights after the shareholder identification via public certification in the system
- Type of certifications for shareholder identification : joint certificate or accredited certificate
(Limited to the certifications approved by Korea Securities Depository)
6.4 Motion for amendment : If the amendment for agenda is submitted, electronic votes will be regarded as abstention according to the terms and conditions of the electronic voting system of Korea Securities Depository
In addition, the company is planning to provide online live streaming service. This service will be available for those who verified themselves as a shareholder. Detailed notice will be uploaded to the company's website, under <NEWS&PR> - <Notice> section at https://www.celltrionhealthcare.com.
25th September 2023
CEO, Hyoung Ki Kim
Celltrion Healthcare Co., Ltd.