6th AGM resolutions
19. 6. 2001
On the 6th Annual General Meeting on 19th June 2001 there was 42.7 percent of the company’s share capital present. All of the resolutions proposed by the Management and Supervisory Board were adopted by the shareholders except the resolution to amend the Articles of the Association of the Company. The counter proposal of the resolution by the institutional shareholder, the Slovene Compensation Fund, was adopted.
The convocation of the 6th Annual General Meeting of the Krka, d.d., Novo mesto, public joint-stock company
In accordance with the article 5.20. of the Articles of the Association of Krka, d.d., Novo mesto, (the Company), the Management Board convenes the Annual General Meeting of the Company on Tuesday, 19th June 2001, at 12 noon, in the Krka Hotel, Novi trg 1, Novo mesto, Slovenia.
Mr. Andrej Tiran, the certified notary public, will attend the Annual General Meeting.
The Agenda and the proposition of the Resolutions:
1. The opening of the General Meeting of the Company, establishment of the quorum and the election of the General Meeting Bodies
The proposed Resolution:
Mr. Dušan Jenko is appointed as the President of the General Meeting, Mr. Miro Kramaric and Mr. Marko Oblak are appointed as the Vote Enumerators of the General Meeting.
2. The adoption of the Annual Report for 2000
The proposed Resolution:
The General Meeting adopts the Annual Report for 2000.
3. The adoption of the Profit distribution resolution
The proposed Resolution:
The Net Profit of the Company as per 31st of December 2000 amounts to EUR 32,643,974 (SIT 7,112,521,293) and is distributed as follows:
- one half of the Net Profit to Reserves,
- the other half of the Net Profit remains undistributed.
The participation in the profit for the year 2000 is allocated from the Net Profit of 1999, which, revalued, amounts to EUR 15,803,755 (SIT 3,443,347,366), and comprises of:
- the dividend pay out to the shareholders in the gross amount of EUR 3.21 (SIT 700) per share,
- the participation in the profit of the Management Board in the gross total amount of EUR 503,793 (SIT 109,767,125) (app. net amount of EUR 169,307 (SIT 36,888,953)) of which one third is paid out in cash and two thirds in the shares of the Company where the average share market price in the period between the date of the convocation and the actual date of the General Meeting session is applied,
- the participation in the profit of the Supervisory Board in the gross amount of EUR 94,565 (SIT 20,603,933) app. net amount of EUR 52,308 (SIT 11,397,000)),
- the remaining profit of 1999 remains unallocated.
The dividend pay out due date is within 30 days after the adoption of the Resolutions of the 6th Annual General Meeting applying the shareholder record date of 22nd of June 2001, as recorded in the shareholders’ database of the Central Securities Corporation, Ljubljana. Additionally, the Management Board and Supervisory Board participation in profit also matures within the above stated period.
4. The appointment of the Auditor
The proposed Resolution:
KPMG Slovenija d.o.o., Ljubljana, is appointed as the auditor of the Company for the business year 2001.
5. The adoption of the Amendment of the Articles of the Association
The proposed Resolution:
The amendment of the 5.18. article of the Articles of the Association, according to the Management Board proposal, is adopted.
The adopted Resolution:
The counter proposal by shareholder, Slovenska odskodninska druzba d.d., Ljubljana, was adopted. According to this proposal, the wording “in the value of” is deleted from the 3rd paragraph of the article 5.18. of the Articles of the Association that was proposed by the Management Board.
6. The adoption of the Supervisory Board
The proposed Resolution:
The following members are elected to the Supervisory Board for the period of 4 years:
Mr. Bojan Dejak,
Mr. Borut Jamnik,
Mr. Janko Kastelic,
Ms. Mojca Kastelic,
Mr. Janez Prijatelj,
Mr. Stanislav Valant.
The members of the Supervisory Board begin their mandate on 20th June 2001.
7. The information upon the election of the Workers’ Representatives in the Supervisory Board
The Workers’ Council of the Company had elected the following Workers’ Representatives in the Supervisory Board for the mandate of 4 years:
Ms. Sonja Kermc,
Mr. Miroslav Kramarič,
Ms. Darinka Kure,
Mr. Boris Petančič,
Ms. Božena Šuštar.
The right for the voting participation on the 6th Annual General Meeting applies for the shareholders as recorded in the shareholders’ database of the Central Securities Corporation, Ljubljana on the shareholders’ record date of 9th June 2001. The shareholders’ representatives and/or proxies have to file the General Meeting Application with accompanying Power Of Attorney at the Company’s Headquarters at least 3 days before the General Meeting date. The Power Of Attorney document has to be filed at the Company’s Headquarters for the complete period of the Power of Attorney duration.
The counter proposals for the General Meeting with accompanying explanation can be sent to the Management Board of the Company within 7 days from the Shareholders’ Meeting convocation date.
The General Meeting quorum is established when at least 15 percent of share capital is present (1st convocation). In the case that the 1st convocation of the General Meeting is not successful, the 2nd convocation on the 19th June 2001 at 1 P.M. is executed with the quorum established regardless of the percentage of the share capital present.
Novo mesto, 18th May 2001
KRKA, d. d., Novo mesto
Miloš Kovačič
President of the Management Board and Chief Executive
Note:
The Euro amounts have been calculated by applying the Bank of Slovenia middle exchange rate on the date of the AGM.