25th AGM resolutions
5. 7. 2019
In accordance with the articles 130 and 152 of the Market in Financial Instruments Act the Management Board announces
The resolutions of the 25th Annual General Meeting of KRKA, tovarna zdravil, d. d., Novo mesto,
held on 4 July 2019 at 1:00 p.m. At Hotel Šport in Otocec.
The total number of shares and voting rights represented on the meeting was 17,456,131, representing 54.95% of the total shares with voting rights.
The General Meeting was attended by notary public, Darja Jarnovic, from Novo mesto.
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 2018 Annual Report prepared by the Management Board, including the information on remuneration of members of the Management and Supervisory Boards, the Auditor’s Report, and the Supervisory Board report on its verification and approval of the 2018 Annual Report, adoption of the resolution on the allocation of the 2018 accumulated profit, and the discharge of liability for the Management and Supervisory Boards for 2018
2.1 The AGM shall be informed about the Annual Report of the Management board for the financial year 2018, 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 2018 Annual Report.
The shareholders did not vote on this item as it was of a purely informative nature.
Shareholder Jože Colaric submitted the counterproposal to the item 2.2. as follows:
2.2. Accumulated profit for 2018 in the amount of €189,467,357.33 shall be allocated as follows:
- dividends (€3.20 gross per share) €101,658,819.20
- other revenue reserves €43,904,269.06
- retained earnings €43,904,269.07
The payout of dividends shall commence on 18 July 2019. The shareholder records in the share register at KDD – Centralna klirinško depotna družba (Central Securities Clearing Corporation), d. d., Ljubljana as at 17 July 2019 shall apply for the dividend payout.
The resolution was adopted. There were 16,436,811 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,338,419 votes in favour of the proposed resolutions representing 99.40% of all votes cast. There were 98,392 votes against of the proposed resolutions representing 0.60% of all votes cast. There were 1,019,320 abstentions.
2.3 The AGM approves and gives its consent to the work of the Management Board for the financial year 2018 and discharges it from liability for performance of its duties.
The resolution was adopted. There were 17,450,963 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,443,499 votes in favour of the proposed resolutions representing 99.96% of all votes cast. There were 7,464 votes against of the proposed resolutions representing 0.04% of all votes cast. There were 5,168 abstentions.
2.4 The AGM approves and gives its consent to the work of the Supervisory Board for the financial year 2018 and discharges it from liability for performance of its duties.
The resolution was adopted. There were 17,450,901 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,442,562 votes in favour of the proposed resolutions representing 99.95% of all votes cast. There were 8,339 votes against of the proposed resolutions representing 0.05% of all votes cast. There were 5,230 abstentions.
3 The AGM is informed that Hans-Helmut Fabry resigned from his position as a Supervisory Board member effective 12 March 2019. Ms Mojca Osolnik Videmšek is elected a member of the Supervisory Board of Krka, d. d., Novo mesto for a five-year term starting on 5 July 2019
The resolution was adopted. There were 17,445,270 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,400,241 votes in favour of the proposed resolutions representing 99.74% of all votes cast. There were 45,029 votes against of the proposed resolutions representing 0.26% of all votes cast. There were 10,861 abstentions.
4 Ernst & Young Revizija, poslovno svetovanje, d. o. o., Dunajska cesta 111, 1000 Ljubljana shall be appointed the auditor for the financial years 2019, 2020 and 2021
The resolution was adopted. There were 17,436,399 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,407,775 votes in favour of the proposed resolutions representing 99.84% of all votes cast. There were 28,624 votes against of the proposed resolutions representing 0.16% of all votes cast. There were 19,732 abstentions.
5 The AGM is informed that, at the 2nd meeting of the Works Council on 18 February 2019, the Works Council elected Tomaž Sever, Franc Šašek and Mateja Vrecer as employee representatives in the Supervisory Board for a five-year term starting on 21 June 2019
The shareholders did not vote on this item as it was of a purely informative nature.
***
There were no challenging actions presented on the General Meeting.
The following major shareholders were present or represented on the General Meeting:
| Shareholder | Number of shares | % of total voting rights | |
| 1. | KAPITALSKA DRUŽBA, D. D. | 3,493,030 | 11.00 % |
| 2. | SDH, D. D. | 2,949,876 | 9.29 % |
| 3. | REPUBLIKA SLOVENIJA | 2,366,016 | 7.45 % |
| 4. | OTP BANKA D. D. | 1,387,416 | 4.37 % |
| 5. | ADDIKO BANKA D. D. | 1,196,138 | 3.77 % |
Jože Colarič
President of the Manaagement Board and Chief Executive
Novo mesto, 5 July 2019
- 25th Annual General Meeting notice (PDF 661 kB)
- Explanation of proposed resolutions (PDF 383 kB)
- Registration form (PDF 377 kB)
- Proxy statement (PDF 244 kB)