14th AGM resolutions
2. 7. 2009
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 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.
2.1. The General Meeting adopts the information on the Annual Report for the 2008 financial year and the Supervisory Board’s report on its verification and approval of the Annual Report.
2.2. The accumulated profit for 2008 in the amount of EUR 151,362,990.65 is allocated as follows:
for dividends:
- for dividends: EUR 35,489,475.00 (EUR 1.05 gross per share)
- to other profit reserves: EUR 57,936,757.83
- to carry forward to the next year: EUR 57,936,757.82
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 7 July 2009 will apply for dividend payment.
Resolutions 2.1. and 2.2. were adopted. There were 13,275,045 votes cast on the proposed resolution, equivalent to the same number of shares. There were 12,857,202 votes in favour of the proposed resolutions representing 96.85% 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 2008 business year and
discharges each of them from liability for performance of their duties.
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
3.1.
Members of the Supervisory Board and members of the Supervisory Board Committees are entitled to attendance fee for attending and preparing for the meetings. The gross attendance fee per meeting is as follows:
a) Attendance fee for Supervisory Board meeting:
- for President of the Supervisory Board EUR 536.25
- for member of the Supervisory Board EUR 412.50
b) Attendance Fee for Supervisory Board committee meetings:
- for president of the committee EUR 412.50
- for member of the committee EUR 317.30
- for President of the Supervisory Board EUR 317.30
In case of a correspondence meeting, the fee amounts to 80% of the regular attendance fee.
If in absence of the President of the Supervisory Board, the deputy or other member conducts the meeting, he or she is entitled to the same attendance fee as the President.
3.2. The daily allowances and travel expenses for members of the Supervisory Board and Supervisory Board committees are paid out according to Krka’s acts that address the field of daily allowances and travel expenses. Lodging costs for Supervisory Board members and members of the committees can be reimbursed only if the distance between the place of permanent/temporary residence and the work place is at least 100 kilometres, or if he/she could not return due to absence of public transportation, or due to other legitimate reasons.
3.3. This resolution will enter into force and is applied with the date of adoption at the General Meeting. Simultaneously, the resolution adopted by the General Meeting on 5 July 2007 is void.
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.
c) 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:
| 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 | 891,237 | 2.64 |
| NFD 1 DELNIŠKI INVESTICIJSKI SKLAD D.D. | 729,651 | 2.16 |
| ZAVAROVALNICA TRIGLAV, D. D. | 388,300 | 1.15 |
| Jože Colarič President of the Management Board |
Novo mesto, 2 July 2009