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Naslovnica18th AGM resolutions

18th AGM resolutions

4. 7. 2013

In accordance with the articles 106 and 130 of the Market in Financial Instruments Act the Management Board announces the

resolutions of the 18th Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto, held on 4 July 2013.

The total number of shares and voting rights represented on the meeting was 14,025,881 or 42% of the total shares with voting rights.

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

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

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

The resolution was passed unanimously.

2          Presentation of the Annual Report prepared by the Management Board, including information on remuneration of members of the Management and Supervisory Boards, the Auditor’s Report, and the Supervisory Board’s report on its verification and approval of the 2012 Annual Report, adoption of the resolution on the allocation of the 2012 accumulated profit and the discharge of liability for the Management and Supervisory Boards for 2012

2.1       The General Meeting is informed on the Management Board’s Annual Report for the 2012 financial year, the remuneration of the members of the Management and Supervisory Boards, and the Supervisory Board’s Report on its verification and approval of the Annual Report.

2.2       The accumulated profit for 2012 in the amount of EUR 177,930,458.96 is allocated as follows:

– To dividends (EUR 1.61 gross per share) EUR 53,139,476.46

– To revenue reserves EUR 62,395,491.25

– To retained earnings EUR 62,395,491.25

The payout of dividends commences within 60 days after the General Meeting has been concluded. The shareholder records in the share register at KDD – Centralna klirinško depotna družba (Central Securities Clearing Corporation), d. d., Ljubljana, as at 9 July 2013 apply for dividend payment.

The resolution was adopted. There were 13,978,388 votes cast on the proposed resolution, equivalent to the same number of shares. There were 11,039,041 votes in favour of the proposed resolutions representing 79.0% 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 2012 financial year and discharges each of them from liability for performance of their duties.

Discharge to the Management Board: Resolution was adopted. There were 13,997,024 votes cast on the proposed resolution, equivalent to the same number of shares. There were 12,837,320 votes in favour of the proposed resolutions representing 91.7% of all votes cast.

Discharge to the Supervisory Board: Resolution was adopted. There were 13,997,024 votes cast on the proposed resolution, equivalent to the same number of shares. There were 13,881,533 votes in favour of the proposed resolutions representing 99.2% of all votes cast.

3          Cancelation of Treasury Shares

The proposed resolution was not adopted. There were 14,016,078 votes cast on the proposed resolution, equivalent to the same number of shares. There were 4,046,870 votes in favour of the proposed resolutions representing 28.9% of all votes cast.

4          Revocation of the Resolution Adopted at the 16th General Meeting on Authorisation for the Acquisition of Treasury Shares and the Replacement Thereof by a New Resolution

The proposed resolution was not adopted. There were 14,007,577 votes cast on the proposed resolution, equivalent to the same number of shares. There were 3,944,038 votes in favour of the proposed resolutions representing 28.2% of all votes cast.

5          Amendment to the Articles of Association of KRKA, d. d., Novo mesto

The proposed resolution was not adopted. There were 13,758,867 votes cast on the proposed resolution, equivalent to the same number of shares. There were 4,327,802 votes in favour of the proposed resolutions representing 31.5% of all votes cast.

6          Appointment of the auditor

6.1      Ernst & Young Revizija, poslovno svetovanje, d. o. o., Ljubljana, Dunajska cesta 111, 1000 Ljubljana is appointed as the auditor for the 2013 financial year.

The resolution was adopted. There were 14,022,058 votes cast on the proposed resolution, equivalent to the same number of shares. There were 14,008,516 votes in favour of the proposed resolutions representing 99.9% of all votes cast.

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There were no challenging actions presented on the General Meeting.

The following major shareholders were present or represented on the General Meeting:

ShareholderNo. of shares held and voting rights% of total voting rights
SLOVENSKA ODŠKODNINSKA DRUŽBA, D. D.5,312,07016.1
KAPITALSKA DRUŽBA, D. D.3,493,03010.6
SOCIETE GENERALE-SPLITSKA BANKA D. D.1,159,5193.5
NEW WORLD FUND INC.755,0002.3
ZAVAROVALNICA TRIGLAV D. D.388,3001.2

Jože Colarič

president of the Management Board and Chief Executive

Novo mesto, 4 July 2013