7th AGM resolutions

2. 7. 2002

On the 7th Annual General Meeting on 2 July 2002 there was 42 percent of the company’s share capital present. All of three (3) resolutions proposed by the Management and Supervisory Board as outlined in 7th General Meeting notice were adopted by the shareholders.

The convocation of the 7th 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 Association of Krka, d.d., Novo mesto, the Management Board of the company convenes the 7th Annual General Meeting on Tuesday, 2 July 2002 at 12:00 in the Sport Hotel, Otocec ob Krki, Slovenia.

Mr. Andrej Tiran, a certified notary public from Novo mesto, will attend the Annual General Meeting of the Company.

Agenda and proposition of the resolutions:

1. The opening of the General Meeting of the Company, establishment of the quorum and election of the General Meeting Bodies

The proposed resolution:

Mr. Dušan Jenko is appointed as President of the General Meeting, Mr. Marko Oblak and Mr. Edvard Kolenc are appointed as Vote Enumerators of the General Meeting.

2. The presentation of the 2001 annual report, the audit opinion and the results of the Supervisory Board 2001 annual report authentication, adoption of the 2001 distributable net profit allocation and impartment of the discharge to the Management Board and the Supervisory Board

The proposed resolutions:

2.1. The General Meeting adopts the information on the 2001 annual report, the Supervisory Board authentication report on the 2001 annual report and the Supervisory Board 2001 annual report confirmation.

2.2. The 2001 distributable net profit in the amount of EUR 90,550,779 (SIT 20,496,585,460) is allocated:

  • to shareholders as dividends in the gross amount of EUR 4.20 (SIT 950) per share: EUR 14,178,941 (SIT 3,209,468,600)
  • to other reserves from profit: EUR 37,796,235 (SIT 8,555,351,.650)
  • to net profit carried forward: EUR 37,796,235 (SIT 8,555,351,650)
  • to other purposes such as:
    Management Board profit participation: EUR 599,574 (SIT 135,716,270)
    Supervisory Board profit participation: EUR 179,794 (SIT 40,697,290)

One third (1/3) of the profit participation of the Management Board is paid out in cash and two thirds (2/3) 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 is applied.

The dividend pay out due date is within 60 days after the 7th Annual General Meeting date applying the shareholder record date of 5 July 2002 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.

2.3. The General Meeting gives confirmation and consent to the Management Board for the management and to the Supervisory Board for the supervision of the Company in the year 2001 and imparts the discharge to the Management Board and to the Supervisory Board.

3. 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 2002.

The attendance to the 7th General Meeting is enabled to shareholders, shareholders’ representatives and proxies. The Power Of Attorney of proxies and/or representatives has to be filed in writing at the Company’s Headquarters for the complete period of the Power of Attorney duration.

The right for the voting participation at the 7th Annual General Meeting applies to the shareholders as recorded in the shareholders’ database of the Central Securities Corporation, Ljubljana on the shareholders’ record date of 21 June 2002, to shareholders’ representatives and/or proxies. Shareholders, their proxies and/or representatives have to apply to the General Meeting at least 3 days before the General Meeting date. This is done by filing an application at the Company’s headquarters or sending the application by mail. However a mailed application has to arrive at the Company’s headquarters at least 3 days prior to the General Meeting date. The shareholders proxies also have to file the accompanying Power of Attorney within appointed time.

The General Meeting participants register themselves at the reception office one hour prior to the meeting session, by signing in and confirming their attendance at the meeting. Upon signing in each participant will receive appropriate voting material. For the purpose of establishing the signed-in General Meeting attendance the meeting hall will be opened one hour before the start of the session. Voting material has to be collected at least half an hour prior to the meeting session.

The complete material for the General Meeting can be examined at the Company’s headquarters every working day between 10:00 and 13:00 from the convocation date until 2 July 2002.

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 General Meeting convocation date.

The General Meeting quorum is established when at least 15 percent of the Company’s share capital is present (1st convocation). In case the 1st convocation of the General Meeting is not successful, the 2nd convocation on the same day, 2 July 2002, at 13:00 would be executed with the quorum established regardless of the percentage of the Company’s share capital present.

Novo mesto, May 2002

KRKA, d. d., Novo mesto

Miloš Kovačič

President of the Management Board and Chief Executive

The Euro amounts have been calculated by applying the Bank of Slovenia middle exchange rate on the date of the AGM.