13th AGM resolutions

In 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 13th Annual General Meeting of Krka, tovarna zdravil, d.d., Novo mesto,

held on Thursday 3 July 2008.

The total number of shares and voting right represented on the meeting was 12,111,574 or 35.83% 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

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 2007 Annual Report, adoption of the resolution on the use of the 2007 accumulated profit and discharge of liability for the Management and Supervisory Boards for 2007.

Proposed resolutions:

2.1. The General Meeting adopts the information on the Annual Report for the 2007 financial year, the Supervisory Board’s report on its verification and approval of the Annual Report.
Resolution was adopted. There were 12,111,574 votes cast on the proposed resolution, equivalent to the same number of shares. There were 12,111,574 votes in favour of the proposed resolution representing 100% of all votes cast.
2.2. The accumulated profit for 2007 in the amount of EUR 118,436,389.59 is allocated as follows:
 
  • for dividends:
30,757,545.00 EUR
(EUR 0.91 gross per share)
 
  • to other profit reserves:
43,804,922.30 EUR
 
  • to carry forward to the next year:
43,804,922.29 EUR
 
  • for the Supervisory's Board participation in the accumulated profit:
69,000.00 EUR
  The payout of dividends will start within 60 days of the General Meeting’s conclusion. The shareholder records in the share register at the KDD-Central Securities Clearing Corporation, Ljubljana on 8 July 2008 will apply for dividend payment.
Resolution was adopted. There were 12,111,574 votes cast on the proposed resolution, equivalent to the same number of shares. There were 12,111,574 votes in favour of the proposed resolution representing 100% of all votes cast.
2.3. The General Meeting approves and gives its consent to:
 
  • the work of the Management Board, and
 
  • the Supervisory Board for the 2007 business year and discharges each of them from liability for performance of their duties.
Discharge to the Management Board: Resolution was adopted. There were 12,111,574 votes in favour of the proposed resolution representing 100% of all votes cast.
Discharge to the Supervisory Board: Resolution was adopted. There were 12,111,574 votes in favour of the proposed resolution representing 100% of all votes cast.

3. Amendment to the Articles of Association

Proposed resolution:

The following amendments to the Articles of Association are adopted:

3.1. The activities of the Company, determined in Item 3. are reconciled with the standard classification of business activities.
3.2. Item 6.16. of the Articles of Association is supplemented with a new sentence, reading: Pursuant to a resolution of the General Meeting, employees of Krka, d.d., Novo mesto may participate in the company's accumulated profit.
3.3. The Supervisory Board is authorised to draw up the clean copy of the Articles of Association.

Resolution was adopted. There were 11,200,874 votes cast on the proposed resolution, equivalent to the same number of shares. There were 11,199,158 votes in favour of the proposed resolution representing 99.985% of all votes cast. There were 1,716 votes against the resolution representing 0.015% of all votes cast.

4. Bringing term-in-office of Supervisory Board members with the provisions of the Articles of Association

Proposed resolution:

The terms-in-office of the Supervisory Board members Mateja Božič MSc, Gregor Gomišček PhD, Draško Veselinovič PhD, Anton Rous and Alojz Zupančič, the shareholder representatives, are brought into compliance with the provision of Item 6.11. of the Company’s Articles of Association and the terms-in-office of the members shall extend until 21 June 2010.

Resolution was adopted. There were 12,111,574 votes cast on the proposed resolution, equivalent to the same number of shares. There were 11,508,958 votes in favour of the proposed resolution representing 95.024% of all votes cast. There were 602,616 votes against the resolution representing 4.976% of all votes cast.

5. Discussion and adoption of resolution on appointment of auditor

Proposed resolution:

KPMG Slovenija, podjetje za revidiranje, d.o.o., Ljubljana is appointed as the company auditor for the 2008 financial year.

Resolution was adopted. There were 12,111,574 votes cast on the proposed resolution, equivalent to the same number of shares. There were 12,111,574 votes in favour of the proposed resolution representing 100% of all votes cast.

The following question was raised at the General Meeting:

What activities is the Company planning in order to increase the trading volume with Krka's share on the Ljubljana Stock Exchange, which has been relatively low in the recent period?

Jože Colarič, Chief Executive, responded: For several years Krka has been regularly actively promoting Krka to the domestic and foreign investors. The purpose is to increase interest and demand for Krka's shares on the Ljubljana Stock Exchange. In the current year we have even intensified the activities on this field. We have attended several investor conferences in Slovenia and abroad. Furthermore, we have also organised investor roadshow in major European financial centres. One can also expect that the partnership of the Ljubljana Stock Exchange with foreign strategic partner could increase the demand of foreign investors, which would increase the trading volumes on the Ljubljana Stock Exchange.

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. 5,312,070 15.72
KAPITALSKA DRUŽBA, D.D. 3,493,030 10.33
NEW WORLD FUND INC 910,700 2.69
NFD 1 DELNIŠKI INVESTICIJSKI SKLAD D.D. 690,241 2.04
DELNIŠKI VS TRIGLAV STEBER I 370,000 1.09

 

  Jože Colarič
President of the Management Board

4 July 2008