11th AGM resolutions

In accordance with the Ljubljana Stock Exchange Rules and Securities Market Act (ZTVP-1, OGRS, 56/99 with subsequent supplements), the Management Board releases

the Notice on the Resolutions of the 11th Annual General Meeting of Shareholders,

held on Thursday, 6 July 2006.

 

There was 37.18% of the total voting share capital present on the meeting. The five shareholders with the largest share of voting rights at the meeting held 31.77% of total voting share capital.

Adopted resolutions:

1. The opening of the meeting and election of the Annual General Meeting bodies

Dušan Jenko was appointed as President of the Annual General Meeting, and Edvard Kolenc
and Marko Graberski as Vote Enumerators.

The resolution was passed unanimously.

2. The presentation of the 2005 Annual Report, the Auditors’ report and the Supervisory Board’s report on the 2005 Annual report verification and confirmation, adoption of the 2005 accumulated profit appropriation and liability discharge for the Management and Supervisory Board for the year 2005.

Adopted resolutions:

2.1. The Annual General Meeting adopts the information on the Annual Report for the financial year 2005, and the Supervisory Board’s report on the 2005 Annual Report verification and confirmation.
2.2.

The accumulated profit for 2005 in the amount of EUR 84,525,227 (SIT 20,255,287,402) is allocated:

 
  • for dividends with gross dividend of EUR 6.89 ( SIT 1,650) per share
EUR 23,272,453
(SIT 5,576,917,500)
 
  • to other reserves from profit
EUR 30,512,948
(SIT 7,312,000,711)
 
  • to carry forward to the following year
EUR 30,512,948
(SIT 7,312,000,711)
 
  • to other purposes such as:
    •  
      • Supervisory Board profit participation
EUR 226,879
(SIT 54,368,480)
  The payout of dividends will commence 60 days from the 11th Annual General Meeting date. The shareholders records at the KDD - Central Securities Clearing Corporation, Ljubljana with shareholders’ record date of 11 July 2006 will be applied. The Supervisory Board participation in profit will also mature within the above stated period.
2.3. The Annual General Meeting gives confirmation and consent to the Management Board for the management and to the Supervisory Board for the supervision of the company in the year 2005 and discharges them from liability for performing their respective duties for the year 2005.

The resolution was passed by 94.54% of votes submitted, which corresponds to 94.54% of voting share capital represented at the meeting and 35.15% of total voting share capital.

3. Discussion about and adoption of the resolution on Auditor appointment

KPMG Slovenija, podjetje za revidiranje, d. o. o., Ljubljana is appointed as the auditor of the company for the financial year 2006.

The resolution was passed unanimously.

4. Use of International Financial Reporting Standards

Starting from 1 January 2006 the Annual Report of Krka, tovarna zdravil, d. d., Novo mesto will be prepared in accordance with the International Financial Reporting Standards.

The resolution was passed unanimously.

5. Remuneration to the Members of the Supervisory Board in accordance with Criteria for membership, work and remuneration of supervisory boards issued by the Association of Supervisory Board Members

The following is defined:

attendance fee for participation at Supervisory Board’s meetings:
  • to President of the Supervisory Board
  • to Member of the Supervisory Board

SIT 154,839

SIT 116,129

EUR 646

EUR 485

 

attendance fee for participation at meetings of the Supervisory Board Committees:
  • to President of the Committee
  • to Member of the Committee
  • to President of the Supervisory Board for participation at the Committee’s meeting

SIT 116,129

SIT   77,419

SIT   77,419

EUR 485

EUR 323

EUR 323

 

monthly emolument for their work in the Supervisory Board:
  • to President of the Supervisory Board
  • to Deputy President of the Supervisory Board
  • to President of the Committee
  • to Member of the Supervisory Board

SIT 505,047

SIT 483,245

SIT 439,161

SIT 395,317

EUR 2,108

EUR 2,017

EUR 1,833

EUR 1,650

The attendance fees enter into effect on the day of the General Meeting, whereas monthly emoluments have been implemented since 1 January 2006. All amounts are gross amounts.

The resolution was passed by 94.54% of votes submitted, which corresponds to 94.54% of voting share capital represented at the meeting and 35.15% of total voting share capital.

***

There were no challenging actions presented on the Annual General Meeting.

 

 
Jože Colarič
President of the Management Board
Novo mesto, 7 July 2006  

 

Note:
The Euro amounts have been calculated by applying the Bank of Slovenia middle exchange rate on the date of the AGM.