22nd AGM resolutions

 

In accordance with the articles 106 and 130 of the Market in Financial Instruments Act the Management Board announces the

resolutions of the 22nd Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto,

held on 7 July 2016.

 

The total number of shares and voting rights represented on the meeting was 18.375.268, representing 56.67% of the total shares with voting rights.

The General Meeting was attended by notary public, Andrej Tiran, from Novo mesto.

1. Opening of the AGM and election of working bodies

1.1 The attorney Stojan Zdolšek shall be appointed as the Chair of the AGM, and IXTLAN FORUM, d. o. o., Ljubljana as the vote enumerator.

The resolution was passed unanimously.

2. Presentation of the 2015 Annual Report prepared by the Management Board, including the information on remuneration of the Management and Supervisory Board members, the Auditor’s Report, and the Supervisory Board’s report on its verification and approval of the 2015 Annual Report, adoption of the resolution on the allocation of the 2015 accumulated profit and the discharge of liability for the Management and Supervisory Boards for 2015. 

2.1 The AGM shall be informed about the Management Board’s Annual Report for the 2015 financial year, including the remuneration of Management and Supervisory Board members, the auditor's report, and the report of the Supervisory Board on its verification and approval of the 2015 Annual Report. 

Shareholder SDH, d. d. submitted the counterproposal to the item 2.2 as follows:

2.2 The accumulated profit for 2015 in the amount of €186,908,421.49 shall be allocated as follows: 

€85,932,525.20                                                           for dividends (€2.65 gross per share);

€50,487,948.14                                                                                for other profit reserves;

€50,487,948.15                                                                                     for retained earnings.

The pay-out of dividends shall commence within sixty (30) days after the AGM has been concluded. The shareholder records in the share register at KDD – Centralna klirinško depotna družba (Central Securities Clearing Corporation), d. d., Ljubljana, as at 12 July 2016 shall apply for the dividend pay-out.

The resolution was adopted. There were 18,188,034 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,188,034 votes in favour of the proposed resolutions representing 100.00% of all votes cast.

2.3 The AGM approves and gives its consent to the work of the Management Board for the 2015 financial year and discharges it from liability for performance of its duties. 

The resolution was adopted. There were 18,375,268 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,367,343 votes in favour of the proposed resolutions representing 99.96% of all votes cast.

2.4 The AGM approves and gives its consent to the work of the Supervisory Board for the 2015 financial year and discharges it from liability for performance of its duties. 

The resolution was adopted. There were 18,375,268 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,366,895 votes in favour of the proposed resolutions representing 99.95% of all votes cast.

3. Information to the AGM about the resignation of Matej Pirc as a member and President of the Supervisory Board and the election of a Supervisory Board member, shareholder representative

3.1 The AGM is informed that as at 7 July 2016, Matej Pirc’s term as a Supervisory Board member and as the President of the Supervisory Board of Krka, d. d., Novo mesto ceases due to resignation.

The resolution was adopted. There were 18,375,268 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,355,912 votes in favour of the proposed resolutions representing 99.90% of all votes cast.

3.2 Dr. Boris Žnidarič is elected as a member of the Supervisory Board of the Company, shareholder representative. His term begins on the date of election by the AGM and lasts until and including 19 August 2020.

The resolution was adopted. There were 18,375,268 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,281,587votes in favour of the proposed resolutions representing 99.49% of all votes cast.

4. Proposed amendments to the Articles of the Association

4.1 The proposed amendments to the Articles of the Association are accepted and enter into force on the date of the entry into the court register.

The resolution was adopted. There were 16,453,961 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,370,380 votes in favour of the proposed resolutions representing 99.49% of all votes cast. The counter proposal of the shareholder SDH, d. d. is attached. 

5. The appointment of the auditor for the year 2016 

5.1 Ernst & Young revizija, poslovno svetovanje, d. o. o., Ljubljana, Dunajska cesta 111, 1000 Ljubljana is appointed as the auditor for the business year 2016.

The resolution was adopted. There were 18,374,107 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,361,096 votes in favour of the proposed resolutions representing 99.93% of all votes cast.

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There were no challenging actions presented on the General Meeting.

The following major shareholders were present or represented on the General Meeting:

Shareholder

No. of shares held and voting rights

% of total voting rights

SDH, D. D.

5,312,070

16.38

KAPITALSKA DRUŽBA D. D.

3,493,030

10.77

SOCIETE GENERALE – SPLITSKA BANKA D. D.

2,056,749

6.34

HYPO ALPE- ADRIA-BANK D. D.

1,157,325

3.57

ZAVAROVALNICA TRIGLAV, D. D.

388,300

1.20

 Novo mesto, 7 July 2016

Jože Colarič

President of the Management Board and Chief Executive