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Naslovnica24th AGM resolutions

24th AGM resolutions

6. 7. 2018

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

Resolution of the 24th Annual General Meeting of KRKA, tovarna zdravil, d. d., Novo mesto,

held on 5 July 2018.

The total number of shares and voting rights represented on the meeting was 17,738,891, representing 55.44% of the total shares with voting rights.

The General Meeting was attended by notary public, Darja Jarnovic, from Novo mesto.

1 Opening of the AGM and election of working bodies

1.1 The attorney Stojan Zdolšek shall be appointed as the Chair of the AGM, and IXTLAN FORUM, d. o. o., Ljubljana as the vote enumerator.

The resolution was passed unanimously.

2 Presentation of the 2017 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 2017 Annual Report, adoption of the resolution on the allocation of the 2017 accumulated profit, and the discharge of liability for the Management and Supervisory Boards for 2017

2.1 The AGM shall be informed about the Management Board’s Annual Report for the 2017 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 2017 Annual Report.

The shareholders did not vote on this item as it was of a purely informative nature.

Shareholder Jože Colaric submitted the counterproposal to the item 2.2. as follows:

2.2 The accumulated profit for 2017 in the amount of €169,230,538.48 shall be allocated as follows:

  • dividends (€2.90 gross per share) €92,798,071.50
  • other revenue reserves €38,216,233.49
  • retained earnings €38,216,233.49

The payout of dividends shall commence on 19 July 2018. The shareholder records in the share register at KDD – Centralna klirinško depotna družba (Central Securities Clearing Corporation), d. d., Ljubljana as at 18 July 2018 shall apply for the dividend payout.

The resolution was adopted. There were 17,591,365 votes cast on the proposed resolution, equivalent to the same number of shares. There were 15,303,499 votes in favour of the proposed resolutions representing 86.99% of all votes cast. There were 2,287,866 votes against of the proposed resolutions representing 13.01% of all votes cast. There were 147,526 abstentions.

2.3 The AGM approves and gives its consent to the work of the Management Board for the 2017 financial year and discharges it from liability for performance of its duties.

The resolution was adopted. There were 17,738,891 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,375,545 votes in favour of the proposed resolutions representing 97.95% of all votes cast. There were 363,346 votes against of the proposed resolutions representing 2.05% of all votes cast. There were no abstentions.

2.4 The AGM approves and gives its consent to the work of the Supervisory Board for the 2017 financial year and discharges it from liability for performance of its duties.

The resolution was adopted. There were 17,737,741 votes cast on the proposed resolution, quivalent to the same number of shares. There were 17,374,037 votes in favour of the proposed resolutions representing 97.95% of all votes cast. There were 363,704 votes against of the proposed resolutions representing 2.05% of all votes cast. There were 1,150 abstentions.

3 Appointment of the auditor for the financial year 2018

3.1 Ernst & Young Revizija, poslovno svetovanje, d. o. o., Dunajska cesta 111, 1000 Ljubljana shall be appointed as the auditor for the 2018 financial year.

The resolution was adopted. There were 17,737,741 votes cast on the proposed resolution, equivalent to the same number of shares. There were 17,705,387 votes in favour of the proposed resolutions representing 99.82% of all votes cast. There were 32,354 votes against of the proposed resolutions representing 0.18% of all votes cast. There were 1,150 abstentions.

***

There were no challenging actions presented on the General Meeting.

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

 ShareholderNumber of shares% of total voting rights
1.KAPITALSKA DRUŽBA, D. D.3,493,03010.92 %
2.SDH, D. D.2,949,8769.22 %
3.REPUBLIKA SLOVENIJA2,365,1267.39 %
4.SPLITSKA BANKA D. D.1,511,2224.72 %
5.ADDIKO BANK D. D.1,196,1383.74 %

Jože Colarič

President of the Managemen Board and Chief Executive

Novo mesto, 6. 7. 2018