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12th Annual General MeetingIn accordance with the Rules of Ljubljana Stock Exchange and the Securities Markets Act the Management Board announces the Resolutions of the 12th Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto,held on Thursday 5 July 2007. The total number of shares and voting right represented on the meeting was 1,252,177 or 37.61 % of the total shares with voting rights. The Notary Public, Andrej Tiran of Novo mesto attended the General Meeting. Adopted resolutions: 1. The opening of the company’s General Meeting and election of its working bodies Proposed resolution: Dušan Jenko is appointed as Chair of the General Meeting, and IXTLAN Forum, d.o.o., Ljubljana as vote enumerators. The resolution was passed unanimously. 2. Presentation of the Management Board’s Annual Report, the Auditor’s Report, and the Supervisory Board’s Report on its verification and approval of the 2006 Annual Report, adoption of the 2006 accumulated profit appropriation and discharge of liability for the Management and Supervisory Boards for 2006. Proposed resolutions:
3. Conversion of company’s share capital into euros Proposed resolution: The company's share capital, which amounts to SIT 14,170,448,000 shall be converted into euros in the method defined in the first paragraph of Article 693 of the Companies Act (ZGD-1), and shall amount to € 59,126,194.28. The difference in the amount of € 6,037.40 that arises in the conversion pursuant to the provision mentioned shall be transferred to the capital reserves and the share capital will be reduced by that amount. Resolution was adopted. There were 1,223,942 votes cast on the proposed resolution, equivalent to the same number of shares. There were 1,223,942 votes in favour of the proposed resolution representing 100% of all votes cast. 4. Amendment to Articles of Association Proposed resolution: The enclosed text of proposed amendments to the Articles of Association is approved. Resolution was adopted. There were 1,223,942 votes cast on the proposed resolution, equivalent to the same number of shares. There were 1,222,585 votes in favour of the proposed resolution representing 99.889% of all votes cast. 5. Introduction of no par-value shares Proposed resolution: Pursuant to the provisions of the Articles of Association of the company Krka, d.d., Novo mesto, no par-value shares shall be introduced in such manner that each nominal share of value SIT 4,000 shall be replaced by ten no par-value shares, and following the conversion of the company’s share capital, which amounts to € 59,126,194.28, divided into 35,426,120 ordinary no-par value shares that shall be bearer securities. The company’s Management Board must submit an order to the KDD - Central Securities Clearing Corporation Inc. to enter the changes in share register such that no par-value shares are introduced within two months from 10 July 2007 at the latest and to ensure as little disturbance as possible to the share trading. Resolution was adopted. There were 1,223,942 votes cast on the proposed resolution, equivalent to the same number of shares. There were 1,223,777 votes in favour of the proposed resolution representing 99.987% of all votes cast. 6. Discussion and adoption of resolution on appointment of auditor KPMG Slovenija, podjetje za revidiranje, d.o.o., Ljubljana is appointed as the company’s auditor for the 2007 financial year. Resolution was adopted. There were 1,223,942 votes cast on the proposed resolution, equivalent to the same number of shares. There were 1,223,896 votes in favour of the proposed resolution representing 99.996% of all votes cast. 7. Definition of directors’ fees for participation in Supervisory Board meetings and Supervisory Board committee meetings Proposed resolution: The following is determined:
In the case of correspondence meetings, the directors’ fee is calculated at 80% of the regular fee. The possibility of remunerating Supervisory Board members via participation in profit is regulated in Item 6.16. of the company’s Articles of Association, with reference to Item 6.7. All amounts stated are gross. The resolution applies from the General Meeting onwards, and replaces the resolution adopted at the 2006 Annual General Meeting. Resolution was adopted. There were 1,223,942 votes cast on the proposed resolution, equivalent to the same number of shares. There were 1,223,757 votes in favour of the proposed resolution representing 99.985% of all votes cast. *** There were no challenging actions presented on the Annual General Meeting. The following major shareholders were present or represented at the meeting:
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Krka, tovarna zdravil, d. d., Novo mesto,
Šmarješka cesta 6,
SI-8501 Novo mesto,
phone: +386 7 331 21 11,
telefax: +386 7 332 15 37,
e-mail
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