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Naslovnica15th AGM resolutions

15th AGM resolutions

17. 6. 2010

In accordance with the articles 106 and 133 of the Market in Financial Instruments Act and the Rules of Ljubljana Stock Exchange the Management Board announces the

resolutions of the 15th Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto, held on 17 June 2010.

The total number of shares and voting right represented on the meeting was 13,365,513 or 39.54% of the total shares with voting rights.

The Notary Public, Andrej Tiran from Novo mesto attended the General Meeting.

Adopted resolutions:

1.    Opening of the company’s General Meeting and election of working bodies

Dušan Jenko is appointed as Chair of the General Meeting, and IXTLAN FORUM, d. o. o., Ljubljana as vote enumerators.

The resolution was passed unanimously.

2.    Presentation of the Management Board’s Annual Report, including information on remuneration of the Management and Supervisory Boards members, the Auditor’s Report, and the Supervisory Board’s Report on its verification and approval of the 2009 Annual Report, adoption of the resolution on the use of the 2009 accumulated profit and discharge of liability for the Management and Supervisory Boards for 2009.

2.1.    The General Meeting adopts the information on the Management Board’s Annual Report for the 2009 financial year, including information on remuneration of the Management and Supervisory Boards members, and the Supervisory Board’s Report on its verification and approval of the Annual Report.

2.2.    The accumulated profit for 2009 in the amount of EUR 161,749,148.26 is allocated as follows:

– for dividends: EUR 37,179,450.00 (EUR 1.10 gross per share)
– to other profit reserves: EUR 62,284,849.13
– to carry forward to the next year: EUR 62,284,849.13

The payout of dividends will start within 60 days of the General Meeting’s conclusion. The shareholder records in the share register at the KDD-Central Securities Clearing Corporation, Ljubljana on 21 June 2010 (record date 2) will apply for dividend payment.

Resolutions 2.1. and 2.2. were adopted. There were 13,365,513 votes cast on the proposed resolution, equivalent to the same number of shares. There were 11,783,739 votes in favour of the proposed resolutions representing 88.17% of all votes cast.

2.3.    The General Meeting approves and gives its consent to the work of the Management and Supervisory Boards for the 2009 financial year and discharges each of them from liability for performance of their duties.

Discharge to the Management Board: Resolution was adopted. There were 13,361,223 votes cast on the proposed resolution, equivalent to the same number of shares. There were 13,344,621 votes in favour of the proposed resolutions representing 99.88% of all votes cast.

Discharge to the Supervisory Board: Resolution was adopted. There were 13,361,963 votes cast on the proposed resolution, equivalent to the same number of shares. There were 13,345,361 votes in favour of the proposed resolutions representing 99.88% of all votes cast.

3. Discussion and adoption of resolution on election of the Supervisory Board members

The following persons are elected as Supervisory Board members with 5-year term-in-office:

  • prof. dr. Julijana Kristl,
  • Jože Lenic MSc,
  • Vincenc Mancek,
  • Mojca Osolnik Videmšek,
  • Matjaž Rakovec and
  • associate prof. dr. Sergeja Slapnicar.

Their term-in-office commences on 21 June 2010.

Resolution was adopted. There were 13,365,513 votes cast on the proposed resolution, equivalent to the same number of shares. There were 12,114,574 votes in favour of the proposed resolutions representing 90.64% of all votes cast.

4. Amendments and modifications to the Articles of Association

Amendments and modifications to the Articles of Association of the company are adopted in the text as proposed.

Resolution was adopted. There were 13,365,513 votes cast on the proposed resolution, equivalent to the same number of shares. There were 13,356,477 votes in favour of the proposed resolutions representing 99.93% of all votes cast.

5. Discussion and adoption of resolution on appointment of auditor

KPMG Slovenija, podjetje za revidiranje, d. o. o., Ljubljana is appointed as the company auditor for the 2010 financial year.

Resolution was adopted. There were 13,365,513 votes cast on the proposed resolution, equivalent to the same number of shares. There were 13,163,878 votes in favour of the proposed resolutions representing 98.49% of all votes cast.

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There were no challenging actions presented on the Annual General Meeting.

The five largest shareholders present or represented at the meeting:

ShareholderNo. of shares held and voting rights% of total voting rights
SLOVENSKA ODŠKODNINSKA DRUŽBA D.D.5,31207015.72
KAPITALSKA DRUŽBA D.D.3,493,03010.33
NEW WORLD FUND INC835,4002.47
ZAVAROVALNICA TRIGLAV D.D.388,3001.15
DELNIŠKI VZAJEMNI SKLAD TRIGLAV STEBER I379,5981.12

Jože Colarič

President of the Management Board
and Chief Executive

Novo mesto, 17 June 2010

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