17th AGM resolutions
5. 7. 2012
In accordance with the articles 106 and 133 of the Market in Financial Instruments Act the Management Board announces
resolutions of the 17th Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto, held on 5 July 2012.
The total number of shares and voting rights represented on the meeting was 15,424,075 or 46.33% of the total shares with voting rights.
The Notary Public, Andrej Tiran of Novo mesto attended the General Meeting
1 Opening of the company’s General Meeting and election of working bodies
1.1 The attorney Stojan Zdolšek is appointed as the Chair of the General Meeting, and Ixtlan Forum, d. o. o., Ljubljana as vote enumerators.
The resolution was passed unanimously
2 Presentation of the Annual Report prepared by the Management Board, including information on remuneration of members of the Management and Supervisory Boards, the Auditor’s Report, and the Supervisory Board’s report on its verification and approval of the 2011 Annual Report, adoption of the resolution on the allocation of the 2011 accumulated profit and the discharge of liability for the Management and Supervisory Boards for 2011
2.1 The General Meeting is informed on the Management Board’s Annual Report for the 2011 financial year, the remuneration of the members of the Management and Supervisory Boards, and the Supervisory Board’s Report on its verification and approval of the Annual Report.
The resolution was adopted. There were 15,422,511 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,420,226 votes in favour of the proposed resolutions representing 99.99% of all votes cast.
Shareholder Jože Colaric submitted counterproposal to the proposal 2.2. by the Management Board and Supervisory Boards. Counterproposal is as follows:
“2.2 The accumulated profit for 2011 in the amount of EUR 172,712,532.70 is allocated as follows:
- To dividends (EUR 1.50 gross per share) EUR 49,938,285.00
- To other profit reserves EUR 61,387,123.85
- To carry forward to the next year EUR 61,387,123.85
The payout of dividends commences within 60 days after the General Meeting 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 11 July 2012 (record date 2) apply for dividend payment.”
Counterproposal was adopted. There were 15,189,217 votes cast on the counterproposal, equivalent to the same number of shares. There were 15,188,487 votes in favour of the counterproposal representing 100.00% of all votes cast.
2.3 The General Meeting approves and gives its consent to the work of the Management and Supervisory Boards for the 2011 financial year and discharges each of them from liability for performance of their duties.
The resolution was adopted. There were 15,415,854 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,390,352 votes in favour of the proposed resolutions representing 99.84% of all votes cast.
3 Discussion and adoption of the resolution on the appointment of the auditor
Ernst & Young Revizija, poslovno svetovanje, d. o. o., Ljubljana, Dunajska cesta 111, 1000 Ljubljana is appointed as the auditor for the 2012 financial year.
The resolution was adopted. There were 15,412,311 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,396,333 votes in favour of the proposed resolutions representing 99.90% of all votes cast.
There were no challenging actions presented on the General Meeting.
Major shareholders (exclusive of treasury shares)
|Shareholder||No. of shares held and voting rights||% of total voting rights||% of total voting rights on the General Meeting|
|1.||Slovenska odškodninska družba, d. d.||5,312,070||15.96||34.44|
|2.||Kapitalska družba, d. d.||3,493,030||10.49||22.65|
|3.||Societe Generale-Splitska banka d. d.||913,821||2.74||5.92|
|4.||Zavarovalnica Triglav, d. d.||388,300||1.17||2.52|
|5.||Triglav Vzajemni skladi – Delniški Trigav||362,243||1.09||2.35|
President of the Management Board and Chief Executive
Novo mesto, 5 July 2012
- 17th AGM Notice (PDF 42 kB)
- Explanation of Proposed Resolutions (PDF 15 kB)
- Shareholders´rights (PDF 20 kB)