30th Annual General Meeting Resolutions
Novo mesto, 11 July 2024
In accordance with articles 130 and 152 of the Market in Financial Instruments Act (ZTFI-1), the Management Board announces the
Resolutions of the 30th Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto, held on 11 July 2024.
The total number of shares and voting rights represented at the General meeting was 17,522,278 representing 56.93% 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 as the Chair of the AGM, and Ixtlan Forum, d. o. o., Ljubljana as the vote enumerator.
The resolution was adopted. There were 17,522,278 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,489,089 votes in favour of the proposed resolutions representing 99.81% of all votes cast. There were 33,189 votes against the proposed resolutions representing 0.19% of all votes cast. There were no abstentions.
2 Presentation of the 2023 Annual Report drawn up by the Management Board, including the auditor’s report and the Supervisory Board report on its verification and approval of the 2023 Annual Report, the Report on remuneration of Management and Supervisory Board members of Krka, d. d., Novo mesto in 2023, the adoption of the resolution on the appropriation of 2023 distributable profit, and the discharge of liability for the Management and Supervisory Boards for 2023
2.1 The AGM is briefed about the 2023 Annual Report of the Management Board, including the auditor’s report and the Supervisory Board report on its verification and approval of the 2023 Annual Report.
There was no vote on this item, as the decision is informative in nature.
2.2 The AGM is briefed about and endorses the Report on remuneration of Management and Supervisory Board members of Krka, d. d., Novo mesto in 2023.
The resolution was adopted. There were 17,519,189 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,515,810 votes in favour of the proposed resolutions representing 99.98% of all votes cast. There were 3,379 votes against the proposed resolutions representing 0.02% of all votes cast. There were 3.089 abstentions.
2.3 Distributable profit for 2023 totalling €381,939,946.00 is appropriated as follows:
Dividends (€7.50 gross per share) €230,933,392.50;
Other profit reserves €75,503,276.75;
Retained earnings €75,503,276.75.
Dividend payout commences on 25 July 2024. The shareholder records in the shareholder register at KDD – Centralna klirinško depotna družba (Central Securities Clearing Corporation), d. d., Ljubljana as at 24 July 2024 apply for dividend payout.
The resolution was adopted. There were 17,519,589 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,515,826 votes in favour of the proposed resolutions representing 99.98% of all votes cast. There were 3,763 votes against the proposed resolutions representing 0.02% of all votes cast. There were 2.689 abstentions.
2.4 The AGM approves and gives its consent to the work of the Management Board for the financial year 2023 and discharges it of liability for performing its duties.
The resolution was adopted. There were 17,519,589 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,504,442 votes in favour of the proposed resolutions representing 99.91% of all votes cast. There were 15,147 votes against the proposed resolutions representing 0.09% of all votes cast. There were 2.689 abstentions.
2.5 The AGM approves and gives its consent to the work of the Supervisory Board for the financial year 2023 and discharges it of liability for performing its duties.
The resolution was adopted. There were 17,519,386 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,503,167 votes in favour of the proposed resolutions representing 99.91% of all votes cast. There were 16,219 votes against the proposed resolutions representing 0.09% of all votes cast. There were 2.892 abstentions.
3 Mojca Osolnik Videmšek is appointed to the Supervisory Board of Krka, d. d., Novo mesto as a shareholder representative for a five-year term of office commencing on 12 July 2024.
The resolution was adopted. There were 17,475,037 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,305,042 votes in favour of the proposed resolutions representing 99.03% of all votes cast. There were 169,995 votes against the proposed resolutions representing 0.97% of all votes cast. There were 47.241 abstentions.
4 The AGM is informed that, at the 11th meeting of the Works Council of 20 March 2024, the Works Council elected Tomaž Sever, Mateja Vrečer, and Mari Božič as employee representatives to the Supervisory Board for a five-year term commencing on 21 June 2024.
There was no vote on this item, as the decision is informative in nature.
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There were no challenging actions presented at the General Meeting.
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Major shareholders (exclusive of treasury shares)
| Shareholder | No. of shares | Share of voting rights | |
| 1. | Kapitalska družba, d. d. (Pension Fund Management) | 3,493,030 | 11.35 % |
| 2. | Slovenski državni holding, d. d. (SDH, Slovenian Sovereign Holding) | 2,949,876 | 9.58 % |
| 3. | Republic of Slovenia | 2,366,141 | 7.69 % |
| 4. | OTP banka d.d. – Client account | 1,374,970 | 4.47 % |
| 5. | Erste Group Bank AG – PBZ Croatia Osiguranje | 1,301,758 | 4.23 % |
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