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Krka

AGM Information Jul 14, 2025

1983_rns_2025-07-14_13deb094-9a50-4659-834c-1c531a806939.pdf

AGM Information

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

Resolutions of the 31st Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto, held on 10 July 2025.

The total number of shares and voting rights represented at the General meeting was 16,641,197 representing 54.43% of the total shares with voting rights.

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

1 The attorney Stojan Zdolšek is appointed as the Chair of the Annual General Meeting (AGM) and Ixtlan Forum, d. o. o., Ljubljana as the vote counter.

The resolution was passed unanimously.

  • 2 Presentation of the 2024 Annual Report drawn up by the Management Board, including the auditor's report and the Supervisory Board report on its verification and approval of the 2024 Annual Report, and the Report on Remuneration of Management and Supervisory Board Members of Krka, d. d. Novo mesto in 2024, adoption of the resolution on appropriation of 2024 distributable profit, and discharge of liability for the Management and Supervisory Boards for 2024
  • 2.1 The AGM is briefed about the 2024 Annual Report of the Management Board, including the auditor's report and the Supervisory Board report on its verification and approval of the 2024 Annual Report.

There was no vote on this item, as the decision is informative in nature.

2.2 The AGM is briefed about and approves the Report on Remuneration of Management and Supervisory Board Members of Krka, d. d., Novo mesto in 2024.

The resolution was adopted. There were 16,614,166 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,203,737 votes in favour of the proposed resolution representing 97.53% of all votes cast. There were 410,429 votes against the proposed resolution representing 2.47% of all votes cast. There were 31 abstentions.

2.3 Distributable profit for 2024 totalling €370,068,816.48 is appropriated as follows:

Dividends (€8.25
gross per
share)
€251,962,251.75;
Other profit reserves €59,053,282.37; and
Retained
earnings
€59,053,282.36.

Dividend payout commences on 24 July 2025 in accordance with the shareholder records in the share register at KDD–Centralna klirinško depotna družba (Central Securities Clearing Corporation), d. d., Ljubljana as at 23 July 2025.

The resolution was adopted. There were 16,612,966 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,607,750 votes in favour of the proposed resolution representing 99.97% of all votes cast. There were 5,216 votes against the proposed resolution representing 0.03% of all votes cast. There were 1,231 abstentions.

2.4 The AGM ratifies and approves the work of the Management Board in the financial year 2024 and discharges it of liability for performing its duties.

The resolution was adopted. There were 16,597,567 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,586,606 votes in favour of the proposed resolution representing 99.93% of all votes cast. There were 10,961 votes against the proposed resolution representing 0.07% of all votes cast. There were 16,630 abstentions.

2.5 The AGM ratifies and approves the work of the Supervisory Board in the financial year 2024 and discharges it of liability for performing its duties.

The resolution was adopted. There were 16,613,468 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,599,927 votes in favour of the proposed resolution representing 99.92% of all votes cast. There were 13,541 votes against the proposed resolution representing 0.08% of all votes cast. There were 729 abstentions.

3 Appointment of shareholder representatives to the Supervisory Board

3.1 Jože Mermal is elected to the Supervisory Board of Krka, d. d., Novo mesto, as a member–shareholder representative for a five-year term of office commencing on 22 August 2025.

The resolution was adopted. There were 16,547,292 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,369,323 votes in favour of the proposed resolution representing 98.92% of all votes cast. There were 177,969 votes against the proposed resolution representing 1,08% of all votes cast. There were 66,905 abstentions.

3.2 Julijana Kristl is elected to the Supervisory Board of Krka, d. d., Novo mesto, as a member–shareholder representative for a five-year term of office commencing on 22 August 2025.

The resolution was adopted. There were 16,613,886 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,450,615 votes in favour of the proposed resolution representing 99.02% of all votes cast. There were 163,271 votes against the proposed resolution representing 0.98% of all votes cast. There were 311 abstentions.

3.3 Sanja Savič is elected to the Supervisory Board of Krka, d. d., Novo mesto, as a member–shareholder representative for a five-year term of office commencing on 22 August 2025.

The resolution was adopted. There were 16,590,508 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,346,069 votes in favour of the proposed resolution representing 98.53% of all votes cast. There were 244,439 votes against the proposed resolution representing 1.47% of all votes cast. There were 23,689 abstentions.

3.4 Boštjan Furlan is elected to the Supervisory Board of Krka, d. d., Novo mesto, as a member–shareholder representative for a five-year term of office commencing on 22 August 2025.

The resolution was adopted. There were 16,608,576 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,442,789 votes in favour of the proposed resolution representing 99.00% of all votes cast. There were 165,787 votes against the proposed resolution representing 1.00% of all votes cast. There were 5,621 abstentions.

4 The audit firm KPMG Slovenija, podjetje za revidiranje, d. o. o., Železna cesta 8a, 1000 Ljubljana is appointed for auditing the financial statements of Krka, d. d., Novo mesto, and the consolidated financial statements of the Krka Group, and the consolidated sustainability reports of the Krka Group for financial years 2025, 2026, 2027, and 2028.

The resolution was adopted. There were 16,611,517 votes cast on the proposed resolution, equivalent to the same number of shares. There were 16,472,293 votes in favour of the proposed resolution representing 99.16% of all votes cast. There were 139,224 votes against the proposed resolution representing 0.84% of all votes cast. There were 2,680 abstentions.

***

There were no contesting actions presented at the General Meeting.

***

Shareholder No. of Share of voting rights
shares
1. Kapitalska družba, d. d. 3,493,030 11.44%
2. SDH, d. d. 2,949,876 9.66%
3. Republika Slovenija 2,366,411 7.75%
4. OTP Banka d. d.

Fiduciarni račun
1,375,263 4.51%
5. Erste Group Bank AG

Fiduciarni račun
1,052,767 3.45%

Major shareholders

Novo mesto, 10 July 2025

Jože Colarič President of the Management Board and CEO

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