32ND Annual General Meeting RESOLUTIONS
In accordance with articles 130 and 152 of the Market in Financial Instruments Act (ZTFI-1), the management Board announces the
Resolutions of the 32nd Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto,
held on 9 July 2026.
The total number of shares and voting rights represented at the General meeting was 15,947.680 representing 52.70% of the total shares with voting rights.
The General Meeting was attended by notary public, Darja Jarnovič, from Novo mesto.
Agenda and proposed resolutions
1. Stojan Zdolšek, an attorney, is elected to chair the AGM and Ixtlan Forum, d. o. o., Ljubljana, to count votes.
The resolution was adopted. There were 15,942,107 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,896,445 votes in favour of the proposed resolution representing 99.71% of all votes cast. There were 45,662 votes against the proposed resolution representing 0.29% of all votes cast. There were 1,213 abstentions.
2. The AGM receives information about: the 2025 Annual Report drawn up by the Management Board; the Auditor’s Report; the Supervisory Board report verifying and endorsing the 2025 Annual Report; the Report on Remuneration of Management and Supervisory Board Members of Krka, d. d., Novo mesto in 2025; and the adoption of the resolution on the appropriation of distributable profit. The AGM discharges the Management and Supervisory Boards of their liabilities for 2025.
2.1 The AGM receives information about the 2025 Annual Report drawn up by the Management Board for the financial year; the Auditor’s Report; and the Supervisory Board report verifying and endorsing the 2025 Annual Report.
The resolution was adopted. There were 14,223,993 votes cast on the proposed resolution, equivalent to the same number of shares. There were 14,223,993 votes in favour of the proposed resolution representing 100.00% of all votes cast. There were no votes against the proposed resolution. There were 1,723,687 abstentions.
2.2 The AGM receives information and approves the Report on Remuneration of Management and Supervisory Board Members of Krka, d. d., Novo mesto in 2025.
The resolution was adopted. There were 15,947,305 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,814,070 votes in favour of the proposed resolution representing 99,17% of all votes cast. There were 133,235 votes against the proposed resolution representing 0.83% of all votes cast. There were 375 abstentions.
2.3 Distributable profit of €392,571,447.07 for 2025 is to be appropriated as follows:
– Dividends (€9.10 gross per share) €275,519,489.70;
– Other profit reserves €58,525,978.68;
– Retained earnings €58,525,978.69.
Dividend payout commences on 23 July 2026 in accordance with the shareholder register at KDD – Centralna klirinško depotna družba (Central Securities Clearing Corporation), d. d., Ljubljana as at 22 July 2026.
The resolution was adopted. There were 15,891,564 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,876,293 votes in favour of the proposed resolution representing 99.90% of all votes cast. There were 15,271 votes against the proposed resolution representing 0.10% of all votes cast. There were 56,116 abstentions.
2.4 The AGM approves the work of the Management Board for the financial year 2025 and grants discharge to its members from liability for performing their duties.
The resolution was adopted. There were 15,945,795 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,934,965 votes in favour of the proposed resolution representing 99.93% of all votes cast. There were 10,830 votes against the proposed resolution representing 0.07% of all votes cast. There were 1,885 abstentions.
2.5 The AGM approves the work of the Supervisory Board for the financial year 2025 and grants discharge to its members from liability for performing their duties.
The resolution was adopted. There were 15,922,723 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,905,906 votes in favour of the proposed resolution representing 99.89% of all votes cast. There were 16,817 votes against the proposed resolution representing 0.11% of all votes cast. There were 24,957 abstentions.
3. The AGM authorises the Management Board to acquire and cancel treasury shares:
a) The Management Board is authorised to acquire treasury shares. The treasury share total, however, must not exceed 10% of the share capital, i.e. 3,279,344 Krka shares. This includes shares already held by the Company as at the date of the authorisation.
b) The authorisation for acquiring treasury shares remains in force 36 (thirty-six) months from the date of the adoption of this resolution.
c) The Company can acquire treasury shares through business transactions on the regulated securities market at prevailing market prices. When acquiring shares on the regulated securities market, the purchase price per share must not be lower than its book value per share calculated on the basis of the most recently published audited financial statements of the Krka Group. Also, the purchase price must not exceed twenty-five times net earnings per share from the most recently published audited consolidated income statement of the Krka Group.
d) As per the Companies Act, Article 381, Paragraphs 3 and 4, the Company can reduce its share capital by cancellation of all treasury shares under the simplified procedure and to debit other profit reserves.
The resolution was adopted. There were 15,890,896 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,845,253 votes in favour of the proposed resolution representing 99.71% of all votes cast. There were 45,643 votes against the proposed resolution representing 0.29% of all votes cast. There were 56,784 abstentions.
***
There were no contesting actions presented at the General Meeting.
***
Major shareholders (excluding treasury shares)
| Shareholder | No. of shares | Share of voting rights |
| Kapitalska družba, d. d. | 3,493,030 | 11.54% |
| Slovenski državni holding, d. d. (SDH) | 2,949,876 | 9.75% |
| Republic of Slovenia | 2,366,424 | 7.82% |
| OTP Banka d. d., Split, Croatia | 1,405,188 | 4.64% |
| Erste Group Bank AG, Wien | 842,693 | 2.78% |
Novo meso, 9 July 2026
Jože Colarič
President of the Management Board and CEO