21st AGM resolutions
20. 8. 2015
In accordance with the articles 106 and 130 of the Market in Financial Instruments Act the Management Board announces the
resolutions of the 21st Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto,
held on 20 August 2015.
The total number of shares and voting rights represented on the meeting was 19,014,698, representing 58.39% of the total shares with voting rights.
The General Meeting was attended by notary public, Andrej Tiran, from Novo mesto.
1. Opening of the General Meeting and election of working bodies
1.1 The attorney Stojan Zdolšek shall be appointed as the Chair of the General Meeting, and IXTLAN FORUM, d. o. o., Ljubljana as the vote enumerator.
The resolution was passed unanimously
2. Presentation of the 2014 Annual Report prepared by the Management Board, including the 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 2014 Annual Report, adoption of the resolution on the allocation of the 2014 accumulated profit and the discharge of liability for the Management and Supervisory Boards for 2014.
2.1 The General Meeting shall be informed about the Management Board’s Annual Report for the 2014 financial year, including the remuneration of Management and Supervisory Board members, the auditor’s report, and the report of the Supervisory Board on its verification and approval of the 2014 Annual Report.
The resolution was adopted. There were 18,640,680 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,622,318 votes in favour of the proposed resolutions representing 99.90% of all votes cast.
2.2 The accumulated profit for 2014 in the amount of €181,488,404.86 shall be allocated as follows:
- €71,638,769.40 for dividends (€2.20 gross per share);
- €54,924,817.73 for other profit reserves;
- €54,924,817.73 for retained earnings.
The pay-out of dividends shall commence within thirty (30) 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 25 August 2015 (record date 2) shall apply for the dividend pay-out.
The resolution was not adopted. There were 18,516,788 votes cast on the proposed resolution, equivalent to the same number of shares. There were 5,192,231 votes in favour of the proposed resolutions representing 28.04% of all votes cast.
Shareholders SDH, d.d. and Kapitalska družba, d.d. submitted the counterproposal to the item 2.2 as follows:
2.2 The accumulated profit for 2014 in the amount of €181,488,404.86 shall be allocated as follows:
- €81,407,692.50 for dividends (€2.50 gross per share);
- €50,040,356.18 for other profit reserves;
- €50,040,356.18 for retained earnings.
The pay-out of dividends shall commence within thirty (30) 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 25 August 2015 (record date 2) shall apply for the dividend pay-out.
The resolution was adopted. There were 17,440,666 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,799,618 votes in favour of the proposed resolutions representing 90.59% of all votes cast.
2.3 The General Meeting approves and gives its consent to the work of the Management Board for the 2014 financial year and discharges it from liability for performance of its duties.
The resolution was adopted. There were 19,012,448 votes cast on the proposed resolution, equivalent to the same number of shares. There were 19,000,060 votes in favour of the proposed resolutions representing 99.94% of all votes cast.
2.4 The General Meeting approves and gives its consent to the work of the Supervisory Board for the 2014 financial year and discharges it from liability for performance of its duties.
The resolution was adopted. There were 19,012,338 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,097,882 votes in favour of the proposed resolutions representing 95.19% of all votes cast.
3. Election of Supervisory Board members – shareholders’ representatives
3.1 Prof. Julijana Kristl PhD is elected for the Supervisory Board member, a shareholders’ representative, for the five-year term in office commencing when elected by the General Meeting.
The resolution was adopted. There were 18,925,017 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,220,090 votes in favour of the proposed resolutions representing 85.71% of all votes cast.
3.2 Jože Mermal is elected for the Supervisory Board member, a shareholders’ representative, for the five-year term in office commencing when elected by the General Meeting.
The resolution was adopted. There were 18,925,436 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,788,656 votes in favour of the proposed resolutions representing 99.28% of all votes cast.
3.3 Matej Pirc is elected for the Supervisory Board member, a shareholders’ representative, for the five-year term in office commencing when elected by the General Meeting.
The resolution was adopted. There were 19,011,877 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,926,529 votes in favour of the proposed resolutions representing 99.55% of all votes cast.
3.4 Andrej Slapar is elected for the Supervisory Board member, a shareholders’ representative, for the five-year term in office commencing when elected by the General Meeting.
The resolution was adopted. There were 19,012,277 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,921,437 votes in favour of the proposed resolutions representing 99.52% of all votes cast.
Shareholders SDH, d.d. and Kapitalska družba, d.d. submitted the counterproposal to the item 3.5 as follows:
3.5 Simona Razvornik Škofic is elected for the Supervisory Board member, a shareholders’ representative, for the five-year term in office commencing when elected by the General Meeting.
The resolution was adopted. There were 15,062,401 votes cast on the proposed resolution, equivalent to the same number of shares. There were 13,394,066 votes in favour of the proposed resolutions representing 88.92% of all votes cast.
3.6 Anja Strojin Štampar MSc, MBA is elected for the Supervisory Board member, a shareholders’ representative, for the five-year term in office commencing when elected by the General Meeting.
The resolution was adopted. There were 19,012,137 votes cast on the proposed resolution, equivalent to the same number of shares. There were 18,960,818 votes in favour of the proposed resolutions representing 99.73% of all votes cast.
4. Appointment of the auditor for the 2015 financial year
4.1 Ernst & Young Revizija, poslovno svetovanje, d. o. o., Ljubljana, Dunajska cesta 111, 1000 Ljubljana shall be appointed as the auditor for the 2015 financial year.
The resolution was adopted. There were 19,012,548 votes cast on the proposed resolution, equivalent to the same number of shares. There were 19,000,915 votes in favour of the proposed resolutions representing 99.94% 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:
| Shareholder | No. of shares held and voting rights | % of total voting rights |
| SLOVENSKI DRŽAVNI HOLDING D. D. | 5,312,070 | 16.31 |
| KAPITALSKA DRUŽBA D. D. | 3,493,030 | 10.73 |
| SOCIETE GENERALE – SPLITSKA BANKA D. D. | 1,988,992 | 5.44 |
| HYPO ALPE- ADRIA-BANK D. D. | 1,122,678 | 3.40 |
| KDPW | 512,771 | 1.23 |
Novo mesto, 21. 8. 2015
Jože Colarič
President of the Mnagement Bard and Chief Executive
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