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HomeInvestorsInvestor informationDocumentsAnnual General Meeting29th Annual General Meeting

29th Annual General Meeting

In accordance with articles 130 and 152 of the Market in Financial Instruments Act (ZTFI-1), the Management Board announces the

Resolutions of the 29th Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto,

held on 6 July 2023.

The total number of shares and voting rights represented at the General meeting was 16,822,177 representing 54.35% of the total shares with voting rights.

The General Meeting was attended by notary public, Darja Jarnovič, from Novo mesto.

1 The attorney Stojan Zdolšek is appointed Chair of the Annual General Meeting (AGM), and IXTLAN FORUM, d. o. o., Ljubljana as the vote enumerator.

The resolution was passed unanimously.

2 Presentation of the 2022 Annual Report prepared by the Management Board, including the auditor’s report and the Supervisory Board report on its verification and approval of the 2022 Annual Report, the Report on remuneration of Management and Supervisory Board members of Krka, d. d., Novo mesto in 2022, the adoption of the resolution on the appropriation of 2022 distributable profit, and the discharge of liability for the Management and Supervisory Boards for 2022

2.1 The AGM is briefed about the 2022 Annual Report of the Management Board, including the auditor’s report and the Supervisory Board report on its verification and approval of the 2022 Annual Report.

The resolution was adopted. There were 16,816,821 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,815,754 votes in favour of the proposed resolutions representing 99.99% of all votes cast. There were 1,067 votes against the proposed resolutions representing 0.01% of all votes cast. There were 5.356 abstentions.

2.2 The AGM is briefed about and adopts the Report on remuneration of Management and Supervisory Board members of Krka, d. d., Novo mesto in 2022.

The resolution was adopted. There were 16,746,978 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,387,366 votes in favour of the proposed resolutions representing 97.85% of all votes cast. There were 359,612 votes against the proposed resolutions representing 2.15% of all votes cast. There were 75,199 abstentions.

Distributable profit for 2022 totalling €408,163,130.14 is appropriated as follows:

  • Dividends (€6.60 gross per share) €204,377,712.00;
  • Other profit reserves €101,892,709.07;
  • Retained earnings €101,892,709.07.

Dividend payout commences on 20 July 2023. The shareholder records in the share register at KDD – Centralna klirinško depotna družba (Central Securities Clearing Corporation), 
d. o. o., Ljubljana as at 19 July 2023 shall apply for dividend payout.

The resolution was adopted. There were 16,822,177 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,815,226 votes in favour of the proposed resolutions representing 99.96% of all votes cast. There were 6,951 votes against the proposed resolutions representing 0.04% of all votes cast. There were no abstentions.

2.4 The AGM approves and gives its consent to the work of the Management Board for the financial year 2022 and discharges it of liability for performing its duties.

The resolution was adopted. There were 16,821,887 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,808,126 votes in favour of the proposed resolutions representing 99.92% of all votes cast. There were 13,761 votes against the proposed resolutions representing 0.08% of all votes cast. There were 290 abstentions.

2.5 The AGM approves and gives its consent to the work of the Supervisory Board for the financial year 2022 and discharges it of liability for performing its duties.

The resolution was adopted. There were 16,820,610 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,807,875 votes in favour of the proposed resolutions representing 99.92% of all votes cast. There were 12,735 votes against the proposed resolutions representing 0.08% of all votes cast. There were 1,567 abstentions.

3 The AGM is briefed about and adopts the Remuneration Policy for Management and Supervisory Bodies of Krka, d. d., Novo mesto.

The resolution was adopted. There were 16,817,955 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,388,260 votes in favour of the proposed resolutions representing 97.45% of all votes cast. There were 429,695 votes against the proposed resolutions representing 2.55% of all votes cast. There were 4,222 abstentions.

4 Remuneration for Supervisory Board members

4.1 Supervisory Board members receive an attendance fee of €360.00 gross per member for attending the Supervisory Board meetings. Supervisory Board committee members receive an attendance fee for their participation in committee meetings. The attendance fee for committee meetings accounts for 80% of the attendance fee received for Supervisory Board meetings. The attendance fee for participating in correspondence sessions amounts to 80% of the usual attendance fee. Irrespective of the above and of the number of attendances in a financial year, each member of the Supervisory Board is entitled to receive attendance fees up until the total amount of attendance fees reaches 50% of the basic annual pay for exercising their function on the Supervisory Board. Irrespective of the above and of the number of Supervisory Board and committee meetings attended in a financial year, the Supervisory Board members who are members of one or more Supervisory Board committees are entitled to receive attendance fees up until the total amount of attendance fees received, based either on attending Supervisory Board meetings or Supervisory Board committee meetings, reaches 75% of the basic annual pay for exercising their function.

4.2 In addition to attendance fees, the Supervisory Board members receive a basic annual pay of €21,000.00 gross per member for exercising their function. The President of the Supervisory Board is entitled to additional compensation amounting to 50% of the basic pay for exercising the function of a Supervisory Board member. The Deputy President of the Supervisory Board is entitled to additional compensation totalling 10% of the basic pay for exercising the function of a Supervisory Board member.

4.3 Supervisory Board committee members receive additional compensation amounting to 25% of the basic pay for exercising the function of a Supervisory Board member. The presidents of committees are entitled to additional compensation totalling 37.5% of the basic pay for exercising the function of a Supervisory Board member. Every financial year, irrespective of the above and thus of the number of committees where an individual is a committee member or president, each Supervisory Board committee member is entitled to additional compensation for exercising their function up until the total amount of additional compensation reaches 50% of the basic annual pay for exercising the function of a Supervisory Board member. Every financial year, irrespective of the above and thus of the number of committees where an individual is a committee member or president—if the Supervisory Board member’s term of office is shorter than the financial year—the Supervisory Board committee member is entitled to additional compensation for executing their function up until the total amount of additional compensation reaches 50% of the basic annual pay for exercising the function of a Supervisory Board member, taking into account payments to which they are entitled for the duration of their term of office in the financial year.

4.4 Supervisory Board members are also eligible for additional compensation for special tasks. A task is considered a special task when it is unusual, extends over a longer period of time, is more complex, and generally lasts for at least a month. With the consent of the Supervisory Board member, the Supervisory Board has the authority to assign special tasks to this member, decide on the tasks’ duration and on additional compensation for preforming special tasks in accordance with the resolution of the AGM. In accordance with this AGM resolution, the Supervisory Board also has the authority to decide on additional compensation for special tasks of Supervisory Board members resulting from objective circumstances at the company. Additional compensation for special tasks is only permitted during the period when special tasks are actually performed. The Supervisory Board is exceptionally allowed to decide on such matter retrospectively (especially with regard to special tasks resulting from objective circumstances at the company), but only for the previous financial year. Members are allowed to receive annual additional compensation for special tasks, which may not exceed 50% of the basic pay for exercising the function of a Supervisory Board member, regardless of the number of special tasks performed. When determining the amount of additional compensation, the complexity of a special task is considered and the related increase in workload and responsibility. Additional compensation is calculated according to the time required to actually perform the special task.

4.5 Supervisory Board members receive a basic pay, additional compensation for exercising their function, and additional compensation for performing special tasks in equal monthly payments, to which they are entitled as long as they exercise their function and/or perform a special task. The monthly payment amounts to one twelfth of the above annual amounts. Depending on circumstances, additional compensation for special tasks may also be paid in a lump sum when the special task is completed.

4.6 The limit on total amount of attendance fees or additional compensation paid to Supervisory Board members do not affect, in any way or form, their obligation to actively participate in all Supervisory Board meetings and meetings of the committees of which they are members, and their legal liability.

4.7 The Supervisory Board members are entitled to reimbursement of travel and accommodation expenses incurred in connection with their work on the Supervisory Board up to the amount specified in the rules regulating the reimbursement of work-related expenses and other income not included in the tax base (provisions applicable to business travel and overnight accommodation on business trips). The amount that a Supervisory Board member is entitled to in accordance with the above rule has to be grossed-up so that the net payout equals actual travel expenses incurred. Mileage is determined based on distances between places calculated on the website of AMZS (Slovene national automobile association). Accommodation expenses may only be reimbursed if the distance between the permanent or the temporary residence of a Supervisory Board member or a Supervisory Board committee member and their place of work is at least 100 kilometres and if the member is not able to return to their place of residence due to unavailability of public transport or other objective reasons.

4.8 This resolution shall enter into force and shall be applied as at the date of the adoption at the Annual General Meeting. The adopted resolution nullifies the resolution No 4 adopted by the 27th Annual General Meeting of 8 July 2021.

The resolution was adopted. There were 16,812,948 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,747,275 votes in favour of the proposed resolutions representing 99.61% of all votes cast. There were 65,673 votes against the proposed resolutions representing 0.39% of all votes cast. There were 9,229 abstentions.

5 The AGM vests power in the Company’s Management Board for acquisition of treasury shares:

a) The Management Board is authorised to acquire treasury shares, provided that total treasury shares, including shares already held by the Company as at the date of the authorisation, do not exceed 10% of the Company’s share capital, i.e. 3,279,344 shares.

b) The authorisation for acquisition of treasury shares remains valid for a period of 36 (thirty-six) months from the date of adoption of this resolution.

c) The Company can acquire treasury shares on the regulated market at respective market prices. When acquiring treasury shares on the regulated market, the purchase price must not be lower than the share book value based on the latest published audited financial statements of the Krka Group. Furthermore, the purchase price must not exceed 25-times earnings per share stated in the latest published audited consolidated income statement of the Krka Group.

d) In compliance with the Companies Act, Article 381, Paragraphs 3 and 4, the Company can decrease its share capital by cancellation of all treasury shares under a simplified procedure and to debit other profit reserves.

The resolution was adopted. There were 16,821,897 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,807,673 votes in favour of the proposed resolutions representing 99.92% of all votes cast. There were 14,224 votes against the proposed resolutions representing 0.08% of all votes cast. There were 280 abstentions.

6 Luka Cerar is appointed to the Supervisory Board of Krka, d. d., Novo mesto as a member – shareholder representative for a five-year term of office commencing on 7 July 2023.

The resolution was adopted. There were 16,810,960 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,393,657 votes in favour of the proposed resolutions representing 97.52% of all votes cast. There were 417,303 votes against the proposed resolutions representing 2.48% of all votes cast. There were 11,217 abstentions.

***

There were no challenging actions presented at the General Meeting.

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

 ShareholderNo. of shares% of total voting rights
1.Kapitalska družba, d. d. (Pension Fund Management)3,493,03011.29%
2.Slovenski državni holding, d. d. (SDH, Slovenian Sovereign Holding)2,949,8769.53%
3.Republic of Slovenia2,366,1217.64%
4.OTP banka d.d. – Client account1,374,9704.44%
5.Erste Group Bank AG – PBZ Croatia Osiguranje1,301,7584.21%

Jože Colarič
President of the Management Board and CEO