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14th Annual General MeetingIn accordance with the articles 106 and 133 of the Market in Financial Instruments Act and the Rules of Ljubljana Stock Exchange the Management Board announces the resolutions of the 14th Annual General Meeting of Krka, tovarna zdravil, d.d, Novo mesto,held on 2 July 2009. The total number of shares and voting right represented on the meeting was 13,275,045 or 39.28% of the total shares with voting rights. The Notary Public, Andrej Tiran of Novo mesto attended the General Meeting. Adopted resolutions:1. Opening of the company’s General Meeting and election of its working bodies 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 2008 Annual Report, adoption of the resolution on the use of the 2008 accumulated profit and discharge of liability for the Management and Supervisory Boards for 2008.
Discharge to the Management Board : Resolution was adopted. There were 13,275,045 votes cast on the proposed resolution, equivalent to the same number of shares. There were 13,275,045 votes in favour of the proposed resolution representing 100 % of all votes cast. Discharge to the Supervisory Board : Resolution was adopted. There were 13,273,762 votes cast on the proposed resolution, equivalent to the same number of shares. There were 13,273,762 votes in favour of the proposed resolution representing 100 % of all votes cast. 3. Determining the gross attendance fee and travel expenses for Supervisory Board members and members of the Supervisory Board committees
Resolutions were adopted. There were 13,275,045 votes cast on the proposed resolutions, equivalent to the same number of shares. There were 12,631,340 votes in favour of the proposed resolutions representing 95.15% of all votes cast. 4. Information on election of workers’ representatives in the Supervisory Board The General Meeting was informed that the Works Council has elected workers’ representatives in the Supervisory Board, with 5-year term-in-office. 5. Appointment of replacement Supervisory Board member Mojca Osolnik Videmšek is appointed as a member of the Supervisory Board for the same term-in-office as the shareholder representative members, lasting until 21 June 2010. Resolution was adopted. There were 13,275,045 votes cast on the proposed resolution, equivalent to the same number of shares. There were 13,275,045 votes in favour of the proposed resolution representing 100% of all votes cast. 6. Treasury Shares fund – Authorisation to the Management Board and Report on reasons for total exclusion of pre-emptive right in case of disposal of own shares The General Meeting gives the Management Board the following Authorisation to acquire own shares: a) The General Meeting authorizes the Management Board to acquire own shares, given that the total percentage of acquired shares along with existing treasury shares will not exceed 10% of issued capital, which is 3,542,612 shares. b) This Authorisation is valid for 36 months from the date of adoption. c) The company may acquire own shares on the regulated market at respective market prices. The company may also acquire shares outside regulated market. When purchasing own shares on regulated market or non-regulated market, the purchase price must not be lower that the book value based on the last available audited business statements for the Krka Group. Also, the purchase price must not exceed the price-to-earnings multiple 30, based on net profit of majority shareholders as stated in the last available audited business statements of the Krka Group. č) Own shares acquired on the base of the authorisation concerned and the authorisation from the 2nd General Meeting on 5 November 1997, may be disposed of in the following way: - to be exchanged for equity-stakes in other companies, based on our M&A strategy, - be sold to a strategic partner. d) When disposing own shares, the pre-emptive right of the existing shareholders is entirely excluded. With reference to Item 337 of the Companies Act (Zakon o gospodarskih družbah) the Management Board substantiates the decision in the Report on reasons for total exclusion of pre-emptive right in case of disposal of own shares. Resolution was adopted. There were 12,856,924 votes cast on the proposed resolution, equivalent to the same number of shares. There were 12,721,610 votes in favour of the proposed resolution representing 98.95% of all votes cast. 7. Discussion and adoption of resolution on appointment of auditor KPMG Slovenija, podjetje za revidiranje, d.o.o., Ljubljana is appointed as the company auditor for the 2009 financial year. Resolution was adopted. There were 13,257,510 votes cast on the proposed resolution, equivalent to the same number of shares. There were 13,223,575 votes in favour of the proposed resolution representing 99.74% 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:
Novo mesto, 2 July 2009 |
More information
Krka, d. d., Novo mesto
Finance Division Šmarješka cesta 6 8501 Novo mesto Slovenia Tel.: +386 7 331 7591 +386 7 331 7592 Faks: +386 7 332 1523 e-mail: finance@krka.biz |
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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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