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Naslovnica26th AGM resolutions

26th AGM resolutions

10. 7. 2020

In accordance with articles 130 and 152 of the Market in Financial Instruments Act (ZTFI-1), the Management Board announces the

Resolutions of the 26th Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto,

held on 9 July 2020.

The total number of shares and voting rights represented at the General meeting was 16,386,906 representing 52.26% of the total shares with voting rights.

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

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 2019 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 report on its verification and approval of the 2019 Annual Report, adoption of the resolution on the allocation of the 2019 distributable profit, and the discharge of liability for the Management and Supervisory Boards for 2019

2.1 The AGM shall be informed about the annual report of the Management Board for the financial year 2019, 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 2019 Annual Report.

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

Shareholder Jože Colaric submitted the following counterproposal to item 2.2:

2.2 Distributable profit for 2019 in the amount of €270,870,010.09 shall be allocated as follows:

  • Dividends (€4.25 gross per share) €133,273,523.00
  • Other revenue reserves €68,798,243.54
  • Retained earnings €68,798,243.55

The payout of dividends shall commence on 23 July 2020. The shareholder records in the share register at KDD – Centralna klirinško depotna družba (Central Securities Clearing Corporation), d. d., Ljubljana as at 22 July 2020 shall apply for the dividend payout.

The resolution was adopted. There were 14,524,449 votes cast on the proposed resolution, equivalent to the same number of shares. There were 14,524,449 votes in favour of the proposed resolutions representing 100.00% of all votes cast. There were 1,862,457 abstentions.

2.3 The AGM approves and gives its consent to the work of the Management Board for the financial year 2019 and discharges it of liability for the performance of its duties.

The resolution was adopted. There were 16,386,906 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,377,259 votes in favour of the proposed resolutions representing 99.94% of all votes cast. There were 9,647 votes against of the proposed resolutions representing 0.06% 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 financial year 2019 and discharges it of liability for the performance of its duties.

The resolution was adopted. There were 16,386,606 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,377,606 votes in favour of the proposed resolutions representing 99.95% of all votes cast. There were 9,000 votes against of the proposed resolutions representing 0.05% of all votes cast. There were 300 abstentions.

3 Authorisation to acquire treasury shares

The AGM authorises the Management Board to acquire and dispose of the treasury shares as follows:

a) The Management Board shall be authorised to acquire treasury shares. However, the share of total treasury shares shall not exceed 10% of the company’s share capital, i.e. 3,279,344 shares. The share total shall also include treasury shares owned by the company as at the date of issuance of this authorisation.

b) The authorisation to acquire treasury shares shall remain in effect 36 months after the adoption of this resolution.

c) The company may acquire treasury shares on the regulated market at respective market prices. The company may acquire treasury shares also outside the regulated market. When acquiring treasury shares on the regulated market or non-regulated market, the purchase price must not be lower than the book value based on the last published audited financial statements of the Krka Group. Furthermore, the purchase price must not exceed 25-fold earnings per share held by the majority stakeholders as stated in the last published audited financial statements of the Krka Group.

č) In compliance with Paragraphs 3 and 4 of Article 381 of the Companies Act (ZGD-1), the company may decrease its share capital under a simplified procedure and in debit to other revenue reserves.

The resolution was adopted. There were 16,386,746 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,357,644 votes in favour of the proposed resolutions representing 99.82% of all votes cast. There were 29,102 votes against of the proposed resolutions representing 0.18% of all votes cast. There were 160 abstentions.

4 Appointment of Supervisory Board members

Shareholder SDH, d. d. submitted the following counterproposal to item 4.1:

4.1 Matej Lahovnik shall be appointed a Supervisory Board member of Krka, d. d., Novo mesto – Shareholder Representative, for a five-year term of office, starting on 21 August 2020.

The resolution was adopted. There were 14,150,576 votes cast on the proposed resolution, equivalent to the same number of shares. There were 9,850,875 votes in favour of the proposed resolutions representing 69.62% of all votes cast. There were 4,299,701 votes against of the proposed resolutions representing 30.38% of all votes cast. There were 2,236,330 abstentions.

4.2 Boris Žnidaric shall be appointed a Supervisory Board member of Krka, d. d., Novo mesto – Shareholder Representative, for a five-year term of office, starting on 21 August 2020.

The resolution was adopted. There were 16,385,204 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,355,768 votes in favour of the proposed resolutions representing 99.82% of all votes cast. There were 29,436 votes against of the proposed resolutions representing 0.18% of all votes cast. There were 1,702 abstentions.

4.3 Julijana Kristl shall be appointed a Supervisory Board member of Krka, d. d., Novo mesto – Shareholder Representative, for a five-year term of office, starting on 21 August 2020.

The resolution was adopted. There were 16,386,796 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,328,397 votes in favour of the proposed resolutions representing 99.64% of all votes cast. There were 58,399 votes against of the proposed resolutions representing 0.36% of all votes cast. There were 110 abstentions.

4.4 Jože Mermal shall be appointed a Supervisory Board member of Krka, d. d., Novo mesto – Shareholder Representative, for a five-year term of office, starting on 21 August 2020.

The resolution was adopted. There were 16,386,796 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,295,595 votes in favour of the proposed resolutions representing 99.44% of all votes cast. There were 91,201 votes against of the proposed resolutions representing 0.56% of all votes cast. There were 110 abstentions.

******

There were no challenging actions presented at the General Meeting.

The following major shareholders were present or represented at the General Meeting

 ShareholderNumber of shares% of total voting rights
1.KAPITALSKA DRUŽBA, D. D.3,493,03011.14 %
2.SDH, D. D.2,949,8769.41 %
3.REPUBLIKA SLOVENIJA2,366,0167.55 %
4.OTP BANKA, D. D.1,542,3604.92 %
5.LUKA KOPER, D. D.433,9701.38 %

Novo mesto, 9 July 2020

Jože Colarič
President of the Management Board and CEO