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Krka

Remuneration Information May 18, 2023

1983_rns_2023-05-18_8665034a-000d-44f4-b5d1-88196051a595.pdf

Remuneration Information

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In accordance with Article 294b of the Companies Act (ZGD-1), Krka, d. d., Novo mesto (hereinafter 'the Krka company') presents

REPORT ON THE REMUNERATION OF MANAGEMENT AND SUPERVISORY BOARD MEMBERS OF KRKA, D. D., NOVO MESTO IN 2022

Introduction

In accordance with Article 294a of the Companies Act, Krka, d. d. Novo mesto (hereinafter 'the Krka company') has drafted the Remuneration Policy for Management and Supervisory Bodies of Krka, d. d., Novo mesto (hereinafter 'Remuneration Policy'), which it must present to its Annual General Meeting (hereinafter AGM) to vote on pursuant to Article 294a(1) of the Companies Act. The Report includes a comprehensive overview of remunerations, including all bonuses and fringe benefits that the company awarded to individual members of its management and supervisory bodies. Pursuant to the Companies Act, AGMs take an advisory vote on remuneration policies. If the AGM does not approve the proposed remuneration policy, the company shall put an amended remuneration policy to the vote at the next AGM. Pursuant to Article 294a(3) of the Companies Act, the company may remunerate management and supervisory body members only in accordance with a remuneration policy that had been voted on and approved by the AGM. The Krka company had put its Remuneration Policy up for a vote at the 28th AGM as at 7 July 2022. It was supported by 44.52% of all the votes cast. The present Report refers to said Remuneration Policy. There were no deviations in 2022 from the procedures laid down in the Remuneration Policy.

The first time that the Krka company informed the AGM of the section of its Report on the Remuneration of Management and Supervisory Board Members as required by Article 294b of the Companies Act was for 2021. Of all the votes cast then, 97.49% were in favour of adopting the resolution. The AGM did not provide any additional comments to the Report.

Remuneration of Management Board members

The Krka Management Board consists of Jože Colarič, President, Aleš Rotar, Vinko Zupančič and David Bratož, members, and Milena Kastelic, member – Worker Director.

Members of the Management Board receive fixed and variable remuneration as well as bonuses and fringe benefits as per their service agreements.

Fixed remuneration of Management Board members is determined in their service agreements as a multiple of the average salary of all Krka employees in the last three months. These multiples were determined by the Krka Supervisory Board upon appointing the Management Board, and will differ based on the scope of tasks and the areas of work that each member of the Management Board covers. Multiple four (4) is applied to Milena Kastelic, Management Board member – Worker Director, acting as a workers' representative, who represents employees' interests in human resource and social issues. Multiple seven (7) is applied to David Bratož, Management Board member responsible for corporate performance management, finance, information technology, and certain administrative services, and to Vinko Zupančič, Management Board member responsible for API R&D, production, and supply chain management. Multiple eight (8) is applied to Aleš Rotar, Management Board member responsible for research and development of finished products, new products, quality management, and health and safety at work. Multiple ten (10) is applied to Jože Colarič, President of the Management Board, in charge of marketing, sales, human resources, investments, industrial property, and certain administrative services. Management Board members receive allowances for continuity of service and years of service under the same criteria as all other employees. In 2022, the average monthly salary at Krka totalled €3,032.21 gross, whereby this does not include pay for annual leave, Christmas bonus, company performance bonuses, and other bonuses awarded to employees for their work performance. The effective gross average salary was, therefore, in fact higher.

Members of the Management Board are entitled to bonuses, benefits and other earnings the same as all Krka employees.

Variable remuneration is calculated and paid based on business results for the first half-year (cut-off date: 30 June of the current year). The first part of variable remuneration (advance payment) for the current year is calculated and paid then. It amounts up to

seven units for the President of the Management Board and up to six units for all other Management Board members, but not exceeding 50% of variable remuneration annualised on the basis of current results. The remaining variable remuneration is deferred by 12 months from the above cut-off date and is determined and paid based on the actual Krka Group results for the previous financial year, whereby the audited results must be comparable to unaudited results, which served as a basis for the Supervisory Board's evaluation of the Management Board's performance during the year.

The Krka company may ask members of the Management Board to return their variable remuneration or a proportion thereof within three years of payment: if the annual report is annulled and the reasons for the annulment relate to data or information which served as the basis for determining the variable part of remuneration, or if a special auditor's report finds that the criteria used to determine variable remuneration were not applied correctly or that essential data or indicators were not calculated or applied correctly. This has never happened to date.

Variable remuneration of Management Board members is determined annually on the basis of the Remuneration Policy. The Supervisory Board assesses the Management Board's performance using 7 financial and 4 non-financial indicators. The former include a total of 11 units and weights, and the latter 6. The unit of payment of variable remuneration in the relevant six-month or one year period is the average fixed monthly remuneration of the relevant Management Board member.

Financial indicators include the following (the maximum number of allocated units which also represent weights, are given in brackets):

  • Growth in terms of revenue (2)
  • Growth in terms of sales volume (2)
  • Growth in revenue compared to competitors (1)
  • Increase in cash flow from operating activities (1)
  • Increase in operating profit (3)
  • Return on equity compared to competitors (1)
  • Dividends paid (1)

Non-financial indicators include the following (the maximum number of allocated units which also represent weights, are given in brackets):

  • Corporate social responsibility, company's reputation, public relations, investors relations (1)
  • Activities in new indication areas (2)
  • Implementation of new requirements, entry onto new markets, launch of new products (2)
  • Investments, human resources, and information technology (1)

Performance in terms of non-financial indicators is assessed based on a written report that the Management Board presents to Supervisory Board members.

Financial criteria prompt the company to launch and sell products of maximum customer value in as many markets as possible. Moreover, effective and efficient production and the performance of other business functions are very important in terms of financial criteria, as well as good working capital management and risk management. Non-financial criteria contribute to the same objectives in the long term, and additionally to sustainable management. All performance criteria contribute to the company's reaching its primary objective, i.e. running a for-profit business while maximising company value, generating a profit, and acting for the benefit of the company, employees, shareholders, and the social community.

In determining variable remuneration, long-term results and their sustainability are considered. A 60% weight is assigned to the current year's performance, while performance over the past ten years has the weight of 40%. Both are estimated using the same methodology. The Supervisory Board may adopt a resolution and thus change this ratio to increase the weight for longterm performance to 50% or more. However, this did not happen in 2022. The same methodology and indicators currently apply to all members of the Management Board.

Here is the list of criteria for each indicator:

FINANCIAL INDICATORS
Indicator Criteria No. of
payment
units
Year-over-year:
 Up 4.1% or more 2
Growth in terms of revenue  Up between 0.1% and 4.0% 1.5
 No change 1
 Down 5% or less 0.5
Year-over-year:
 Up 4.1% or more 2
Growth in terms of sales volume  Up between 0.1% and 4.0% 1.5
 No change 1
 Down 5% or less 0.5
Growth in revenue compared to competitors Growth rate is equal or higher than that of competitors. 1
Increase in cash flow from operating
activities
Exceeding 90% of the previous year's realisation: for 91%, 0.1 of a salary is
awarded as a bonus, for 92%, 0.2 of a salary, etc.
If realisation is at 100% or higher, 1 salary is awarded.
1
Year-over-year:
 Up 2.1% or more 3
Increase in operating profit  Up between 0.1% and 2.0% 2
 Down 5% or less 1
Return on equity compared to competitors Above or at least comparable to the competition. 1
Dividends paid At least in accordance with Krka's long-term development strategy in force. 1
NON-FINANCIAL INDICATORS
Indicator Criteria No. of
payment
units
Corporate social responsibility, company's
reputation, public relations, investor relations
 Very successful
 Successful
 Unsuccessful
1
0.5
0
Activities in new indication areas  Very successful
 Successful
 Unsuccessful
2
1
0
Implementing new requirements, entering
new markets, launching new products
 Very successful
 Successful
 Unsuccessful
2
1
0
Investments, human resources, and
information technology
 Very successful
 Successful
 Unsuccessful
1
0.5
0

If justified, the Supervisory Board may increase (bonus) or decrease (malus) the number of units calculated based on financial and non-financial indicators by a maximum of three units and thus adjust the amount of variable remuneration paid. A bonus applies if the Supervisory Board assesses that the company's operations exceeded expectations in view of the business situation. A malus applies if corporate compliance or risk management rules are breached, or if the Supervisory Board assesses that the company could have performed better considering the business situation.

The number of units of variable remuneration for the President of the Management Board and Worker Director is additionally adjusted. Variable remuneration of the President of the Management Board is calculated by multiplying the number of units of a Management Board member by 1.2. Variable remuneration of the Worker Director is calculated by multiplying the number of units of a Management Board member by one third.

Management Board members are also members of supervisory boards in certain Krka subsidiaries, but they do not receive additional payments for these positions.

Management Board members are entitled to the following bonuses and fringe benefits:

  • Insurance in the total amount of the annual premium of €10,000 for the President of the Management Board and €5,000 for other members of the Management Board. They can additionally opt for supplementary pension insurance, accident insurance, supplementary health insurance, regular life insurance without unit-linked insurance, and comparable types of insurance, excluding unit-linked life insurance.
  • Use of a company car worth up to €60,000 including VAT or up to €70,000 including VAT if the vehicle is environmentally friendly, also for private purposes. The vehicle may not be replaced earlier than in three years or before it reaches at least 150,000 km, unless the Supervisory Board approves this.
  • Payment of membership fees for professional associations and clubs up to €1,500 annually.
  • Comprehensive annual medical examination. If performed in a medical institution outside Slovenia, the costs covered are comparable to the amount which would have been paid at a medical institution in Slovenia.
  • Members of the Management Board are entitled to bonuses and fringe benefits to which all Krka employees are entitled under any act. Fringe benefits include voluntary supplementary pension insurance, which is available to all Krka employees under the same conditions. Payment amounts are limited to the maximum total annual premium that still allows the employer and the employee to be eligible to claim tax relief. This amounts to 5.844% of the employee's annual gross salary, but not more than the absolute amount stated in the Personal Income Tax Act.

Below is the remuneration paid to Management Board members in 2022 and 2021 by type of payment each year. All the payments were made by the Krka company. In the 2018–2022 period, members of the Management Board received no remuneration from other Krka Group companies. Furthermore, they were not provided with financial benefits, receipts or services approved or provided by a third party in respect of their activities. Remuneration here differs from that presented in the annual report because there it is presented according to the cost principle.

No Management Board member's term expired (prematurely) in the reported five-year period, and thus there were no related payments. Moreover, no payments were made to any former Management Board members.

Variable Ratio between fixed
and variable
Fixed remuneration remuneration Total remuneration
Net
fringe
benefits
and
Net other
Gross payout earnings Gross Net Gross Net Fixed Variable
Jože Colarič 520,022 214,059 18,412 746,792 320,840 1,266,814 553,311 41.3% 58.7%
Aleš Rotar 389,457 165,075 14,313 473,199 203,957 862,656 383,345 45.7% 54.3%
Vinko Zupančič 310,300 132,427 15,623 393,871 169,912 704,171 317,962 44.8% 55.2%
David Bratož 332,755 141,993 16,089 387,326 165,930 720,081 324,012 47.0% 53.0%
Milena Kastelic 218,638 94,288 12,820 81,474 36,052 300,112 143,160 73.5% 26.5%
Total remuneration of 1,771,172 747,842 77,257 2,082,662 896,691 3,853,834 1,721,790 46.6% 53.4%
Management Board members

Remuneration paid to Krka Management Board members in 2022

Net fringe benefits and other earnings of Krka Management Board members in 2022

Executive
health
Supplementary
pension
Anniversary Other Reimburse
ment of
work
related
Pay for
annual
insurance insurance bonuses bonuses costs leave Total
Jože Colarič 9,167 2,882 3,182 1,216 41 1,924 18,412
Aleš Rotar 4,583 2,882 0 3,926 998 1,924 14,313
Vinko Zupančič 4,583 2,882 0 5,387 847 1,924 15,623
David Bratož 4,583 2,882 0 5,667 1,033 1,924 16,089
Milena Kastelic 4,583 2,882 1,923 440 1,068 1,924 12,820
Total remuneration of
Management Board members
27,499 14,410 5,105 16,636 3,987 9,620 77,257

Remuneration paid to Krka Management Board members in 2021

Fixed remuneration Variable
remuneration
Total Ratio between fixed
and variable
remuneration
Net Net
fringe
benefits
and
other
Gross payout earnings Gross Net Gross Net Fixed Variable
Jože Colarič 429,784 177,447 6,701 800,656 313,961 1,230,440 498,109 34.9% 65.1%
Aleš Rotar 341,972 141,195 10,741 517,146 203,445 859,118 355,381 39.8% 60.2%
Vinko Zupančič 289,358 119,192 13,415 430,288 168,801 719,646 301,408 40.2% 59.8%
David Bratož 282,534 119,441 10,864 422,586 166,922 705,120 297,227 40.1% 59.9%
Milena Kastelic 169,152 78,090 5,937 79,744 32,999 248,896 117,026 68.0% 32.0%
Total remuneration of
Management Board members
1,512,800 635,365 47,658 2,250,420 886,128 3,763,220 1,569,151 40.2% 59.8%

Net fringe benefits and other earnings of Krka Management Board members in 2021

Executive
health
insurance
Supplementary
pension
insurance
Anniversary
bonuses
Other
bonuses
Reimburse
ment of
work
related
costs
Pay for
annual
leave
Total
Jože Colarič 0 2,819 0 1,865 40 1,977 6,701
Aleš Rotar 0 2,819 0 4,890 1,055 1,977 10,741
Vinko Zupančič 0 2,819 0 7,744 875 1,977 13,415
David Bratož 0 2,819 1,338 3,665 1,065 1,977 10,864
Milena Kastelic 0 2,819 0 51 1,090 1,977 5,937
Total remuneration of
Management Board members
0 14,095 1,338 18,215 4,125 9,885 47,658

Total remuneration paid to Krka Management Board members in the last five years

Fixed remuneration Variable
remuneration
Total Ratio between fixed
and variable
remuneration
Net Net
fringe
benefits
and
other
Gross payout earnings Gross Net Gross Net Fixed Variable
2022 1,771,172 747,842 77,257 2,082,662 896,691 3,853,834 1,721,790 46.6% 53.4%
Index 2022/2021 117 118 162 93 101 102 110
2021 1,512,800 635,365 47,658 2,250,420 886,128 3,763,220 1,569,151 40.2% 59.8%
Index 2021/2020 100 100 97 108 108 105 104
2020 1,511,846 632,939 49,350 2,086,322 822,853 3,598,168 1,505,142 42.0% 58.0%
Index 2020/2019 102 103 104 116 116 110 110
2019 1,479,919 615,791 47,255 1,796,755 708,176 3,276,674 1,371,222 45.2% 54.8%
Index 2019/2018 104 103 115 117 117 111 110
2018 1,423,936 598,428 40,954 1,532,341 605,492 2,956,277 1,244,874 48.2% 51.8%

Total net fringe benefits and other earnings paid to Krka Management Board members in the last five years

Executive
health
insurance
Supplementar
y pension
insurance
Anniversary
bonuses
Other
bonuses
Reimburse
ment of
work
related
costs
Pay for
annual
leave
Total
2022 27,499 14,410 5,105 16,636 3,987 9,620 77,257
2021 0 14,095 1,338 18,215 4,125 9,885 47,658
2020 0 14,095 1,861 20,144 4,215 9,035 49,350
2019 2,703 14,095 0 20,585 3,863 6,009 47,255
2018 4,731 14,095 0 15,031 3,819 3,278 40,954

The table below shows a Krka employee's average gross salary in the last five years, excluding Christmas bonuses, company performance and individual work performance bonuses. Remuneration paid to members of the Management Board is excluded from this table.

2022 2021 2020 2019 2018
Average annual gross salary 3,038 2,878 2,874 2,844 2,732

Taking into account Christmas and company performance bonuses in the calculation of the average salary, an employee's average gross salary in the last five years is as follows:

2022 2021 2020 2019 2018
Average annual gross salary 3,623 3,449 3,401 3,292 3,086

Variable remuneration is calculated using the following performance results data for the Krka Group and the Krka company over the last five years:

€ thousand 2022 2021 2020 2019 2018
Krka Group
Revenue 1,717,453 1,565,802 1,534,941 1,493,409 1,331,858
– Growth index 110 102 103 112 105
Quantities sold (in millions of pieces) 16,554 15,854 15,477 14,402 14,246
– Growth index 104 102 107 101 107
Net cash from operating activities 467,651 386,097 360,759 349,523 289,952
– Growth index 121 107 103 121 127
Operating profit 381,211 354,788 390,744 274,195 232,686
– Growth index 107 91 143 118 117
Krka Group dividend payout ratio 56.6 53.6 54.3 58.2 60.8
Company
Revenue 1,553,514 1,381,367 1,447,112 1,390,248 1,231,784
– Growth index 112 95 104 113 103
Net cash from operating activities 407,733 348,239 352,510 276,996 245,326
– Growth index 117 99 127 113 90
Operating profit 357,870 273,325 338,882 263,852 199,305
– Growth index 131 81 128 132 101

Remuneration paid to members of the Krka Supervisory Board

The table below shows the composition of the Krka Supervisory Board in 2022.

Mojca
Jože Borut Matej Julijana Boris Osolnik Franc Mateja Tomaž
Mermal Jamnik Lahovnik Kristl Žnidarič Videmšek Šašek Vrečer Sever
Position President Member Deputy Member Member Member Deputy Member Member
President President
President of Member of Member of President of Member of Member of Member of Member of
Committee the Human the Human the Human the Human
membership No the Audit
Committee
the Audit
Committee
Resource Resource the Audit
Committee
the Audit
Committee
Resource Resource
Committee Committee Committee Committee
Representing Shareholders Shareholders Shareholders Shareholders Shareholders Shareholders Employees Employees Employees

Composition of the Krka Supervisory Board in 2022

Remuneration of Supervisory Board members was determined with Resolution no. 4, as adopted by the 27th AGM as at 8 July 2021. Prior to that, remuneration was paid to Supervisory Board members in accordance with Resolution no. 3 as adopted at the 16th AGM as at 7 July 2011.

Supervisory Board members receive an attendance fee of €275.00 gross per person for attending Supervisory Board meetings. Supervisory Board members who act on committees receive an attendance fee for participating at committee meetings totalling 80% of the attendance fee received for Supervisory Board meetings. The attendance fee for correspondence sessions amounts to 80% of the usual attendance fee. Irrespective of the above and notwithstanding the number of sessions they attend in a financial year, members of the Supervisory Board are entitled to receiving attendance fees up until their overall amount totals 50% of the basic annual pay for serving on the Board. Irrespective of the above and notwithstanding the number of Supervisory Board and committee meeting sessions attended in a financial year, the Supervisory Board members who are members of one or more Supervisory Board committees are entitled to attendance fees up until their total amount (for attending Supervisory Board meetings and those of Supervisory Board committees) equals 75% of the basic annual pay for serving on the Board.

Report on the Remuneration of Management and Supervisory Board Members of Krka, d. d., Novo mesto in 2022

In addition to attendance fees, Supervisory Board members receive a basic annual pay of €15,000.00 gross per person for serving on the Board. The President of the Supervisory Board is entitled to additional compensation amounting to 50% of the basic pay for serving on the board, and the Deputy President to an additional 10% of the basic pay for serving on the Board. Supervisory Board committee members receive additional compensation amounting to 25% of the basic pay for serving on the Board. Presidents of committees are entitled to additional compensation totalling 37.5% of the basic pay for serving on the Board. Every financial year, irrespective of the above and thus of the number of committees where an individual is a committee member or president, each Supervisory Board committee member is entitled to additional compensation for serving on the committee up until the total amount of additional compensation reaches 50% of the basic annual pay for serving on the Board. If the Supervisory Board member's term of office is shorter than the financial year, it applies that every financial year, irrespective of the above and thus of the number of committees where an individual is a committee member or president, the Supervisory Board committee member is entitled to additional compensation for serving on the Board up until the total amount of additional compensation reaches 50% of the basic annual pay for serving on the Supervisory Board, taking into account payments to which they are entitled for the duration of their term of office in the respective financial year.

Supervisory Board members are also eligible to additional compensation for special tasks. Special tasks are unusual and highly complex, and they extend over a longer period of time, generally at least a month. The Supervisory Board has the authority to assign special tasks to its members, upon their consent, and further, to decide on the tasks' duration and on the related additional compensation in accordance with the resolution of the AGM. Moreover, the Supervisory Board has the authority to decide on additional compensation for special tasks of Supervisory Board members resulting from objective circumstances at the Krka company. Additional compensation for special tasks is only permitted for the duration of special tasks being actually performed. The Supervisory Board may exceptionally decide on such a matter retrospectively (especially with regard to special tasks resulting from objective circumstances at the Krka company), but only for the previous financial year. Members are allowed to receive additional compensation for special tasks in the total amount of up to 50% of the basic pay for serving on the Supervisory Board per annum, regardless of the number of special tasks. In determining the amount of additional compensation, the complexity of a special task is considered and the related increase in workload and responsibility. Additional compensation is calculated according to the time required to actually perform the special task.

Supervisory Board members receive basic pay, additional compensation for serving on the Board, and additional compensation for special tasks, all in equal monthly payments, to which they are entitled as long as they serve on the Board and/or perform a special task. The monthly payment amounts to one twelfth of the above annual amounts. Depending on circumstances, additional compensation for special tasks may also be paid as a lump sum when the special task is completed.

Irrespective of the caps on attendance fees and additional compensation, Supervisory Board members are obliged to actively participate in all Board meetings and meetings of the committees of which they are members, and meet their legal responsibilities.

Supervisory Board members are entitled to reimbursement of travel and accommodation expenses incurred in connection with their work on the Supervisory Board, up to the amount specified in the rules regulating the reimbursement of work-related expenses and other income not included in the tax base (provisions applicable to business travel and overnight accommodation on business trips). The amount that a Supervisory Board member is entitled to in accordance with the above rule has to be grossed-up so that the net payout equals actual travel expenses incurred. Mileage is determined based on distances between places calculated on the website of AMZS (Slovene National Automobile Association). Accommodation expenses may only be reimbursed if the distance between the permanent or the temporary residence of a Supervisory Board member or a Supervisory Board committee member and their place of work is at least 100 kilometres and if the member was not able to return to their place of residence due to unavailability of public transport or other objective reasons.

Below is the remuneration paid to Supervisory Board members in 2022 and 2021. All payments were made by the Krka company. In the 2018–2022 period, members of the Supervisory Board did not receive any remuneration from other Krka Group companies. Moreover, they were provided no financial benefits, receipts or services approved or provided by a third party with regard to their activities.

Remuneration paid to Krka Supervisory Board members in 2022

Pay for serving on Commuting
the Board Attendance fees allowances Total
Gross Net Gross Net Gross Net Gross Net
Remuneration paid to members of the
Supervisory Board, owner representatives
Jože Mermal 30,000 21,819 1,650 1,200 0 0 31,650 23,019
Matej Lahovnik 27,750 20,183 2,750 2,000 846 615 31,346 22,798
Borut Jamnik 28,125 20,455 3,245 2,360 0 0 31,370 22,815
Julijana Kristl 26,250 19,091 2,585 1,880 406 295 29,241 21,267
Mojca Osolnik Videmšek 26,250 19,091 3,245 2,360 427 311 29,922 21,762
Boris Žnidarič 28,125 20,455 2,585 1,880 429 312 31,138 22,647
Remuneration paid to members of the
Supervisory Board, employee
representatives
Franc Šašek 27,750 20,183 3,245 2,360 0 0 30,995 22,543
Tomaž Sever 26,250 19,091 2,585 1,880 434 316 29,269 21,287
Mateja Vrečer 26,250 19,091 2,310 1,680 0 0 28,560 20,772
Total remuneration paid to members of
the Supervisory Board 246,749 179,461 24,200 17,601 2,542 1,848 273,491 198,910

Remuneration paid to Krka Supervisory Board members in 2021

Pay for serving on
the Board
Attendance fees Commuting
allowances
Total
Gross Net Gross Net Gross Net Gross Net
Remuneration paid to members of the
Supervisory Board, owner representatives
Jože Mermal 33,514 24,375 1,650 1,200 0 0 35,164 25,575
Matej Lahovnik 30,822 22,417 2,970 2,160 227 165 34,019 24,742
Borut Jamnik 31,607 22,987 2,970 2,160 0 0 34,577 25,148
Julijana Kristl 29,699 21,600 2,530 1,840 420 306 32,650 23,746
Mojca Osolnik Videmšek 29,699 21,600 2,970 2,160 402 292 33,071 24,053
Boris Žnidarič 31,607 22,987 2,530 1,840 407 296 34,544 25,124
Remuneration paid to members of the
Supervisory Board, employee
representatives
Franc Šašek 31,225 22,710 2,970 2,160 0 0 34,195 24,870
Tomaž Sever 29,699 21,600 2,530 1,840 513 373 32,742 23,813
Mateja Vrečer 29,699 21,600 2,530 1,840 0 0 32,229 23,440
Total remuneration paid to members of
the Supervisory Board
277,571 201,877 23,651 17,201 1,969 1,432 303,191 220,511

Total remuneration paid to Krka Supervisory Board members in the last five years*

Pay for serving on the
Board Attendance fees Commuting allowances Total
Gross Net Gross Net Gross Net Gross Net
2022 246,749 179,461 24,200 17,601 2,542 1,848 273,491 198,910
Index 2022/2021 89 89 102 102 129 129 90 90
2021 277,571 201,877 23,651 17,201 1,969 1,432 303,191 220,511
Index 2021/2020 151 151 98 98 92 92 144 144
2020 184,040 133,852 24,184 17,589 2,133 1,551 210,357 152,993
Index 2020/2019 103 103 117 117 74 72 104 104
2019 177,949 129,560 20,736 15,081 2,865 2,168 201,550 146,809
Index 2019/2018 99 98 113 112 28 28 96 96
2018 180,396 131,895 18,385 13,433 10,241 7,883 209,021 153,212

* The table includes remuneration of all Supervisory Board members in the individual years, not only of Board members in 2022.

Novo mesto, 28 March 2023

Jože Colarič President of the Management Board and CEO

Dr Aleš Rotar Member of the Management Board

Dr Vinko Zupančič Member of the Management Board

David Bratož Member of the Management Board

Milena Kastelic Member of the Management Board – Worker Director

KPMG SLOVENIJA, podjetje za revidiranje, d.o.o. Železna cesta 8a SI-1000 Ljubljana Slovenija

Telefon: +386 (0) 1 420 11 60 Internet: http://www.kpmg.si

Independent Limited Assurance Report

To the Shareholders of KRKA, tovarna zdravil, d. d., Novo mesto

Pursuant to the contract concluded with the company KRKA, tovarna zdravil, d. d., Novo mesto (hereinafter: Company), we have reviewed the accompanying Report on Remuneration of the Management and Supervisory Board members in the financial year 2022, prepared by Company's management on 28 March 2023 and outlining all remuneration paid to members of the management and supervisory bodies in the financial year ended on 31 December 2022, as required by Article 294.b of the Companies Act (ZGD-1) (hereinafter: Remuneration Report),

The Independent Limited Assurance Report hereof is a translation of the original Independent Limited Assurance Report in Slovene, issued on the Remuneration Report prepared in Slovene. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the report takes precedence over this translation.

® 2023 KPMG SLOVENIJA, podjelje za revidiranje, d.o.o., slovenska
družba z omejeno odgovomostjo in članica globalne organizacije iz prizacije iz pravica.
Zasobno angleško dr

vpis v sodni register. Okrožno sodišče v Ljubljani
št. reg. vl.: 081/12062100
osnovni kapital: 54.892/00 EUR
ID za DDV: Sl2044377450
matična št.: 5648558000

Management and supervisory bodies Responsibility for the Remuneration Report

Management and supervisory bodies are responsible for the Remuneration Report based on provisions of Article 294.b of the Companies Act (ZGD-1) and for such internal control as management determines is necessary to enable the preparation of the report to enable it to be free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

It is our responsibility to express a limited assurance conclusion on the Remuneration Report based on the procedures we have performed and the evidence we have obtained. We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information (hereinafter: ISAE 3000) issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform the engagement to obtain limited assurance about whether something has come to our attention that causes us to believe that the Remuneration Report contains a material misstatement, including with respect to compliance with the requirements of Article 294.b of the Companies Act (ZGD-1), all subject to the criteria set out below.

Definition of Criteria

In carrying out our procedures, we assessed whether the Remuneration Report prepared by the Company's management for the financial year ended 31 December 2022 contained the information pursuant to Paragraph 2 and 3 of Article 294.b of the Companies Act (ZGD-1).

Our Independence and Quality Control

We have complied with the independence and ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants. The Code is based on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional conduct.

Our firm operates in accordance with International Standard on Quality Management 1 (ISQM 1) and maintains a comprehensive quality management system in accordance therewith, including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Summary of Work Performed

The scope of work included, among others, following procedures:

  • · we have obtained an understanding of the Company's internal controls, processes and systems for preparing the Remuneration Report;
  • · we have reconciled, on a sample basis, the input data disclosed in the Remuneration Report with the supporting documentation submitted by the Company;
  • · we made enquiries with members of the Management and Supervisory Board about the Remuneration Report;
  • · we have read the Remuneration Report and confirmed that the presentations therein comply with requirements of Article 294b of the Companies Act (ZGD-1).

The nature and extent of our procedures were determined by reference to our assessment of the risks and our professional judgement in order to obtain limited assurance and does not include an opinion on the appropriateness of the Company's remuneration policy.

2

The Independent Limited Assurance Report hereof is a translation of the original Independent Limited Assurance Report in Slovene, issued on the Remuneration Report prepared in Slovene. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the report takes precedence over this translation.

VPMG

The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had we performed a reasonable assurance engagement.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Conclusion

Based on the procedures carried out and the evidence obtained, we confirm that we have not observed anything that would lead us to believe that the Remuneration Report prepared by the Company's management for the year ended 31 December 2022 contains information that would not comply in all material respects with Paragraph 2 and 3 of Article 294.b of the Companies Act (ZGD-1).

On behalf of audit firm

KPMG SLOVENIJA, podjetje za revidiranje, d.o.o.

Matei Ušai Certified Auditor

Ljubljana, 28 March 2023

Domago Vuković, FCCA Certified Auditor Partner KPMG Slovenija, d.o.o. 2

The Independent Limited Assurance Report hereof is a translation of the original Independent Limited Assurance Report in Slovene, issued on the Remuneration Report prepared in Slovene. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the report takes precedence over this translation.

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