31st Annual General Meeting notice

Based on Item 6.20 of the Articles of Association of Krka, tovarna zdravil, d. d., Novo mesto, Šmarješka cesta 6, Novo mesto, the Management Board of the Company convenes

The 31st Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto on Thursday, 10 July 2025 at 1.00pm at Hotel Šport in Otočec

The AGM shall be attended by a notary public, Darja Jarnovič, from Novo mesto.

Agenda and proposed resolutions

1 Opening of Annual General Meeting and election of working bodies

Proposed resolution

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

2 Presentation of the 2024 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 2024 Annual Report, and the Report on Remuneration of Management and Supervisory Board Members of Krka, d. d. Novo mesto in 2024, adoption of the resolution on appropriation of 2024 distributable profit, and discharge of liability for the Management and Supervisory Boards for 2024

Proposed resolutions

2.1 The AGM is briefed about the 2024 Annual Report of the Management Board, including the auditor’s report and the Supervisory Board report on its verification and approval of the 2024 Annual Report.

2.2 The AGM is briefed about and approves the Report on Remuneration of Management and Supervisory Board Members of Krka, d. d., Novo mesto in 2024.

2.3 Distributable profit for 2024 totalling €370,068,816.48 is appropriated as follows:

Dividends (€8.25 gross per share) €251,962,251.75;
Other profit reserves €59,053,282.37; and
Retained earnings €59,053,282.36.

Dividend payout commences on 24 July 2025 in accordance with the shareholder records in the share register at KDD–Centralna klirinško depotna družba (Central Securities Clearing Corporation), d. d., Ljubljana as at 23 July 2025.

2.4 The AGM ratifies and approves the work of the Management Board in the financial year 2024 and discharges it of liability for performing its duties.

2.5 The AGM ratifies and approves the work of the Supervisory Board in the financial year 2024 and discharges it of liability for performing its duties.

3 Appointment of shareholder representatives to the Supervisory Board

Proposed resolutions

3.1 Jože Mermal is elected to the Supervisory Board of Krka, d. d., Novo mesto, as a member–shareholder representative for a five-year term of office commencing on 22 August 2025.

3.2 Julijana Kristl is elected to the Supervisory Board of Krka, d. d., Novo mesto, as a member–shareholder representative for a five-year term of office commencing on 22 August 2025.

3.3 Sanja Savič is elected to the Supervisory Board of Krka, d. d., Novo mesto, as a member–shareholder representative for a five-year term of office commencing on 22 August 2025.

3.4 Boštjan Furlan is elected to the Supervisory Board of Krka, d. d., Novo mesto, as a member–shareholder representative for a five-year term of office commencing on 22 August 2025.

4 Appointment of the external auditor for financial years 2025, 2026, 2027, and 2028

Proposed resolution

The audit firm KPMG Slovenija, podjetje za revidiranje, d. o. o., Železna cesta 8a, 1000 Ljubljana is appointed for auditing the financial statements of Krka, d. d., Novo mesto, and the consolidated financial statements of the Krka Group, and theconsolidated sustainability reports of the Krka Group for financial years 2025, 2026, 2027, and 2028.

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Materials for Annual General Meeting

The complete materials for the AGM are available to the shareholders for viewing on the website of the Agency of the Republic of Slovenia for Public Legal Records and Related Services (Agencija Republike Slovenije za javnopravne evidence in storitve, AJPES), the Ljubljana Stock Exchange electronic information dissemination system http://seonet.ljse.si, and the Krka website www.krka.si from the day of the AGM notice release, and at the registered office address of Krka at Šmarješka cesta 6, Novo mesto, every working day from 10.00am to 1.00pm until including the day of the AGM. The AGM notice and complete materials, including the agenda and proposed resolutions, are also published on the Krka website www.krka.si.

Additional items to the agenda

Shareholders jointly representing at least the twentieth part of total share capital may file a written request for an additional item to be added to the agenda within seven days after the release of the AGM notice. A written proposal of the resolution on which the AGM should decide must be attached to the request, or an explanation of the agenda if no resolution is to be passed for a particular agenda item. In compliance with the Companies Act, Article 298, Paragraph 3, the Management Board of the Company shall publish additional agenda items required by shareholders no later than within seven days after the release of this AGM notice. Shareholders can send their request for an additional agenda item in writing by mail to Krka, d. d., Novo mesto, Šmarješka cesta 6, 8501 Novo mesto, fax +386 7 332 15 37, or e-mail skupscina@krka.biz. The request for an additional agenda item sent by e-mail must be signed with the qualified electronic signature of a natural person or, in the case of a legal entity, with the qualified electronic signature of their legal representative and furnished with a seal if the legal entity uses one.

Shareholder proposals

In accordance with the Companies Act, Article 300, Paragraph 1, and Article 301, shareholders can propose resolutions to each agenda item in writing. The Company’s Management Board publishes shareholders’ proposals in the same manner as this notice under the following conditions:

Proposals must be sent within seven days of the release of this AGM notice;
Proposals must be reasonably substantiated;
The shareholders who initiate proposals must file a notice stating that they plan to oppose the proposal made by the Management or Supervisory Boards and that they shall prevail upon other shareholders to vote for their counterproposal.

Irrespective of the above, in accordance with the Companies Act, Article 301, shareholders’ voting proposals do not have to be substantiated.

The shareholders’ proposals are published and circulated in accordance with the Companies Act, Article 296 only if the shareholders file reasonably substantiated proposals within seven days after the release of the AGM notice.

Shareholders can send their proposals by mail to Krka, d. d., Novo mesto, Šmarješka cesta 6, 8501 Novo mesto, fax +386 7 332 15 37, or e-mail skupscina@krka.biz. The proposal sent by e-mail must be signed with the qualified electronic signature of a natural person or, in the case of a legal entity, with the qualified electronic signature of their legal representative and furnished with a seal if the legal entity uses one.

Right to be informed

In compliance with the Companies Act, Article 305, Paragraph 1, shareholders can exercise their right to be informed by attending the AGM. Detailed information on shareholders’ rights under the Companies Act, Article 298, Paragraph 1; Article 300, Paragraph 1; and Articles 301 and 305 is available on the website at www.krka.si.

Right to attend and vote at AGM

The right to attend and vote at the AGM applies to shareholders recorded in the central register of securities at KDD–Centralna klirinško depotna družba, d. d., Ljubljana at the end of the seventh day before the AGM is due to convene (cut-off date), i.e. on 3 July 2025.

Shareholders may attend the AGM and vote either in person or by proxy if they notify the Management Board of their presence in writing or at the Company’s registered office no later than by the end of the fourth day before the AGM is due to convene. A written application for participation must arrive at the registered office no later than by 6 July 2025. Proxies must submit their proxy statements no later than at the registration for the AGM. The address for sending shareholder participation applications and any proxy statements by mail is Krka, d. d., Novo mesto, Šmarješka cesta 6, 8501 Novo mesto, or fax +386 7 332 15 37.

Shareholders may send any proxy statements also by e-mail to skupscina@krka.biz. Any proxy statement sent by e-mail must be signed with the qualified electronic signature of a natural person or, in the case of a legal entity, with the qualified electronic signature of their legal representative and furnished with a seal if the legal entity uses one.

Complete participation applications sent in the standardised form through the KDD–Centralna klirinško depotna družba, d. d., which are received by KDD via the intermediary chain no later than by 6 July 2025, shall also be deemed valid.

A proxy statement must be submitted in writing and include general data (full name, address, personal ID number or company name, registered office and company ID number, and scope of representation) of the party granting the proxy and the party holding the proxy, and the signature of the party granting the proxy. The proxy statement template is available on the website at www.krka.si.

The Company reserves the right to verify the identity of each shareholder or the party that submits a proxy statement. If so requested, shareholders or their legal representatives or proxies must identify themselves at the AGM by presenting their ID and a written proxy statement, while legal representatives and proxies of legal entities must also present an extract from the register of companies.

If an intermediary who is not an ultimate shareholder is entered in the central register as the holder of rights, shareholders mayexercise their voting rights based on the evidence as per the Companies Act, Article 235 č, Paragraph 2, which stipulates who the ultimate shareholder is on the cut-off date.

Intermediaries may exercise or entrust the exercise of voting rights arising from shares they do not own only if they have been granted a written proxy statement to do so. An intermediary saves the proxy statement in a way that guarantees its verifiability. A proxy statement may be granted to an individual intermediary and may be revoked at any time. An intermediary may grant proxy statements to persons who are not the intermediary’s employees only if this is explicitly permitted in the proxy statement. If an intermediary exercises a voting right on behalf of a shareholder based on a proxy statement, the document which includes the authorisation must be submitted to the Company for storage. An intermediary must ask a shareholder for instructions how to exercise the voting rights and notify the person that if instructions are not given, they can be exercised at the intermediary’s own discretion communicated to the shareholder, unless the intermediary presumes the shareholder would approve of a different decision if aware of the actual situation. The provisions of this paragraph apply reasonably also to fiduciary account holders as regards shares they do not own, to voting advisers, and to other persons exercising a voting right on behalf of a shareholder based on a proxy statement as their activity.

Processing of personal data submitted upon the AGM registration or in proxy statements together with data from the share register is mandatory for the organisation of the AGM. Krka, d. d., Novo mesto processes this data in accordance with the General Data Protection Regulation (GDPR) and keeps them in compliance with the statutory retention period. External processors only receive the personal data required for technical support and organisation of the AGM, which must be processed in compliance with instructions of Krka, d. d., Novo mesto. The Company’s policy on personal data protection and the rights of individuals are available on the website at www.krka.si.

Invitation to major shareholders for public disclosure of their policies

In line with the Corporate Governance Code for Listed Companies, Item 8.2, the Company encourages all major shareholders, in particular institutional investors and the state, to publicly disclose investment policies relevant for the stakes they hold in the Company. The information may comprise, for example, the voting policy, the type and frequency of engagement in the Company’s governance, and the dynamics of communication with the Company’s management and supervisory bodies.

Other notifications

We would like to ask the participants to arrive an hour before the start of the AGM for registration purposes and collection of voting tools.

The Company informs shareholders that, in accordance with the valid legislation, collection of proxy authorisations is arranged to enable exercising voting rights at the 31st AGM also if they are not present in person.

Novo mesto, 15 May 2025

Jože Colarič
President of the Management Board and CEO

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Information to shareholders

The Annual General Meeting is called by the Company’s Management Board. The Management Board proposes the resolution under Item 1. The Management and Supervisory Boards jointly propose the resolutions under Item 2. The Supervisory Board proposes resolutions under Items 3 and 4.

Information on Krka, d. d., Novo mesto as at 13 May 2025

Total number of shares issued: 32,793,448
Total number of shares carrying the voting right: 30,540,879
Total number of treasury shares: 2,252,569

Major shareholders (exclusive of treasury shares)

	Shareholder	No. of shares
1.	Kapitalska družba, d. d. (KD)	3,493,030
2.	Slovenski državni holding, d. d. (SDH)	2,949,876
3.	Republic of Slovenia	2,366,411
4.	OTP Banka d. d., Split, Croatia	1,468,805
5.	Erste Group Bank AG, Wien, Austria	1,198,742

Krka, d. d., Novo mesto
skupscina@krka.biz
www.krka.si

Explanation of proposed resolutions (241 kB)
Proxy statement (77 kB)
Registration form (76 kB)
Report on remuneration of management and supervisory board members 2024 (565 kB)
Shareholders rights (158 kB)