12th AGM resolutions

In 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:

2.1.

The General Meeting adopts the information on the Annual Report for the 2006 financial year, the Supervisory Board’s report on its verification and approval of the Annual Report.

 

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.

2.2.

The accumulated profit for 2006 in the amount of SIT 24,763,877,074 or € 103,337,828 is allocated as follows:

 
  • for dividends
SIT 1,917.12 or € 8.00 gross per share
 
  • to other profit reserves
SIT 9,142,053,664.99 SIT or € 38,149,113.94
 
  • to carry forward to the next year
SIT 9,142,053,664.99 SIT or € 38,149,113.94.
 

The payout of dividends will start 60 days after the General Meeting date. The shareholder records in the share register at the KDD - Central Securities Clearing Corporation Inc., Ljubljana with the record date of 10 July 2007 will be applied for dividend payment.

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.

2.3. The General Meeting approves and gives consent to the work of the Management Board and Supervisory Board for their work in the 2006 financial year, and discharges them from liability for performance of their duties in 2006.
 

Discharge to the Management Board: 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.

Discharge to the Supervisory Board: Resolution was adopted. There were 1,223,942 votes cast on the proposed resolution, equivalent to the same number of shares. There were 1,223,761 votes in favour of the proposed resolution representing 99.985% of all votes cast.

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:

directors’ fee for participation in meetings of the Krka, d. d., Novo mesto Supervisory Board:
  • for the President of the Supervisory Board
  • to Member of the Supervisory Board
 

€ 1,072.50

€ 825.00

 

directors’ fee for participation in Supervisory Board committee meetings:
  • for the president of the Committee
  • for members of the Committee
  • for the President of the Supervisory Board
 

€ 825.00

€ 634.50

€ 634.50

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:

Shareholder
No. of shares held
and voting rights
% of total voting rights
SLOVENSKA ODŠKODNINSKA DRUŽBA, D.D.
531,207
15.95
KAPITALSKA DRUŽBA, D.D.
349,303
10.49
NFD 1 DELNIŠKI INVESTICIJSKI SKLAD D.D.
96,946
2.91
DELNIŠKI VS TRIGLAV STEBER I
41,400
1.24
ZAVAROVALNICA TRIGLAV, D.D.
38,830
1.17

 

 
Jože Colarič
President of the Management Board
Novo mesto, 6 July 2007