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Krka Proxy Solicitation & Information Statement 2026

May 14, 2026

1983_rns_2026-05-14_06ce6f89-ca84-4828-bd33-dbe0a4de43f0.pdf

Proxy Solicitation & Information Statement

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KRKA

In accordance with the Articles of Association of Krka, tovarna zdravil, d. d., Novo mesto, Šmarješka cesta 6, Novo mesto, Item 6.20, the Management Board convenes

The 32nd Annual General Meeting of Krka, tovarna zdravil, d. d., Novo mesto

On Thursday, 9 July 2026 at 1.00pm

At Hotel Šport in Otočec.

Darja Jarnovič, a notary public from Novo mesto, will be present at the Annual General Meeting (AGM).

Agenda and proposed resolutions

  1. Opening of the AGM and election of working bodies

Proposed resolution

Stojan Zdolšek, an attorney, is elected to chair the AGM and Ixtlan Forum, d. o. o., Ljubljana, to count votes.

  1. The AGM receives information about: the 2025 Annual Report drawn up by the Management Board; the Auditor's Report; the Supervisory Board report verifying and endorsing the 2025 Annual Report; the Report on Remuneration of Management and Supervisory Board Members of Krka, d. d., Novo mesto in 2025; and the adoption of the resolution on the appropriation of distributable profit. The AGM discharges the Management and Supervisory Boards of their liabilities for 2025.

Proposed resolutions

2.1 The AGM receives information about the 2025 Annual Report drawn up by the Management Board for the financial year; the Auditor's Report; and the Supervisory Board report verifying and endorsing the 2025 Annual Report.

2.2 The AGM receives information and approves the Report on Remuneration of Management and Supervisory Board Members of Krka, d. d., Novo mesto in 2025.

2.3 Distributable profit of €392,571,447.07 for 2025 is to be appropriated as follows:

  • Dividends (€9.10 gross per share) €275,519,489.70;
  • Other profit reserves €58,525,978.68;
  • Retained earnings €58,525,978.69.

This translation is for convenience purposes only.


KRKA

Dividend payout commences on 23 July 2026 in accordance with the shareholder register at KDD – Centralna klirinsko depotna družba (Central Securities Clearing Corporation), d. d., Ljubljana as at 22 July 2026.

2.4 The AGM approves the work of the Management Board for the financial year 2025 and grants discharge to its members from liability for performing their duties.

2.5 The AGM approves the work of the Supervisory Board for the financial year 2025 and grants discharge to its members from liability for performing their duties.

3 Authorisation for acquiring treasury shares

Proposed resolution

The AGM authorises the Management Board to acquire and cancel treasury shares:

a) The Management Board is authorised to acquire treasury shares. The treasury share total, however, must not exceed 10% of the share capital, i.e. 3,279,344 Krka shares. This includes shares already held by the Company as at the date of the authorisation.

b) The authorisation for acquiring treasury shares remains in force 36 (thirty-six) months from the date of the adoption of this resolution.

c) The Company can acquire treasury shares through business transactions on the regulated securities market at prevailing market prices. When acquiring shares on the regulated securities market, the purchase price per share must not be lower than its book value per share calculated on the basis of the most recently published audited financial statements of the Krka Group. Also, the purchase price must not exceed twenty-five times net earnings per share from the most recently published audited consolidated income statement of the Krka Group.

d) As per the Companies Act, Article 381, Paragraphs 3 and 4, the Company can reduce its share capital by cancellation of all treasury shares under the simplified procedure and to debit other profit reserves.


AGM materials

The full set of materials for the AGM is available to shareholders for viewing on the website of the Agency of the Republic of Slovenia for Public Legal Records and Related Services (AJPES); the Ljubljana Stock Exchange electronic information dissemination system http://seonet.ljse.si; the Krka website www.krka.biz; and at the registered office, Šmarješka cesta 6, Novo mesto, from 10.00am to 1.00pm each working day up to and including

This translation is for convenience purposes only.


KRKA

the date of the AGM. The AGM notice and the full set of materials, including the agenda and proposed resolutions, are also published on the Krka website at www.krka.biz.

Adding items to the agenda

Shareholders jointly representing at least the twentieth part of total share capital may file a written request for an additional item to be added to the agenda within seven days after the release of the AGM notice. A proposed resolution on which the AGM is to vote must be attached in writing to the request or to the explanation of an agenda item if the AGM is not to vote on that particular item. In compliance with the Companies Act, Article 298, Paragraph 3, the Management Board is to publish the additional agenda items required by shareholders no later than within seven days of the publication of this notice. Shareholders can send their request for an additional agenda item in writing by mail to Krka, d. d., Novo mesto, Šmarješka cesta 6, 8501 Novo mesto; fax number +386 (0)7 332 15 37, or email [email protected]. The request for an additional agenda item sent by email must be signed with the qualified electronic signature of a natural person or, in the case of a legal entity, with the qualified electronic signature of the legal representative and affixed with a seal, if applicable.

Shareholders' proposals

Shareholders may submit proposed resolutions in writing for each agenda item in accordance with the Companies Act, Article 300, Paragraph 1, and Article 301. The Management Board publishes the shareholders' proposals in the same manner as the AGM notice, provided that:

  • Proposals are submitted within seven days of the publication of this notice;
  • Proposals are reasonably substantiated;
  • The shareholders file a notice that they intend to oppose the management or supervisory body's proposal at the AGM and prevail upon other shareholders to vote in favour of their counterproposal.

Irrespective of the above, in accordance with the Companies Act, Article 301, a shareholder is not required to provide reasons for a voting proposal.

A shareholder's proposal is published in accordance with the Companies Act, Article 296, exclusively if the shareholder submits a reasonably substantiated proposal within seven days of the publication of this notice. A shareholder can send a proposal by post to Krka, d. d., Novo mesto, Šmarješka cesta 6, 8501 Novo mesto, fax number +386 (0)7 332 15 37, or email [email protected]. The proposal sent by email must be signed with the qualified electronic signature of a natural person or, in the case of a legal entity, with the qualified electronic signature of the legal representative and affixed with a seal, if applicable.

Right to be informed

Shareholders may exercise their right to be informed pursuant to the Companies Act, Article 305, Paragraph 1, by attending the AGM. Detailed information on shareholders' rights

This translation is for convenience purposes only.


KRKA

under the Companies Act, Article 298, Paragraph 1; Article 300, Paragraph 1; and Articles 301 and 305 is available on the Krka’s website at www.krka.si.

Right to attend and vote at AGM

Shareholders have the right to attend the AGM and vote provided they are recorded in the central register of securities at KDD – Centralna klirinško depotna družba, d. d., Ljubljana at the end of the seventh day before the AGM (cut-off date: 2 July 2026).

Shareholders may attend the AGM and exercise voting rights either in person or by proxies provided that they notify the Management Board in writing of their attendance or deliver notices of attendance to Krka’s registered office no later than by the end of the fourth day before the AGM is due to convene. A notice of attendance must be received at the registered office no later than by 5 July 2026. A proxy must submit the proxy form no later than upon the registration at the AGM. Shareholders’ notices of attendance and proxy forms can be sent by post to Krka, d. d., Novo mesto, Šmarješka cesta 6, 8501 Novo mesto, Slovenia, or fax +386 (0)7 332 15 37.

Shareholders may send any proxy forms also by email to [email protected]. A proxy form sent by email must be signed with the qualified electronic signature of a natural person or, in the case of a legal entity, with the qualified electronic signature of the legal representative and affixed with a seal, if applicable.

Complete notices of attendance submitted in the standardised form through KDD – Centralna klirinško depotna družba, d. o. o. or received by KDD via the intermediary chain no later than by 5 July 2026 shall also be deemed valid.

A proxy form must be submitted in writing and contain general particulars (first name, last name, address, personal ID number or company name, registered office and company ID number, and the scope of the representation) of the principal and the proxy holder, and the signature of the principal. The proxy form template is available on the website at www.krka.si.

The Company reserves the right to verify the authenticity of each shareholder or party, who submits a proxy form. If so requested, shareholders or their legal representatives or proxies must identify themselves at the AGM by presenting their IDs and written proxy forms, while legal representatives and proxies of legal entities must also present extracts from the register of companies.

If an intermediary who is not an ultimate shareholder is recorded in the central register as the holder of rights, shareholders may exercise their voting rights on the basis of the evidence in accordance with the Companies Act, Article 235 č, Paragraph 2, indicating the ultimate shareholder on the cut-off date.

This translation is for convenience purposes only.


KRKA

Intermediaries may exercise or entrust the exercise of voting rights arising from shares they do not own only if they hold written proxy forms to do so. An intermediary must keep the proxy form so that it can be verified any time. A proxy form may be granted to a specific intermediary and may be revoked at any time. An intermediary may grant proxy forms to persons who are not intermediary’s employees only if this is explicitly permitted in the proxy form. If an intermediary exercises voting rights on behalf of a shareholder based on a proxy form, the document which includes such authorisation must be submitted to Company for filing. An intermediary must ask the shareholder to be instructed on how to exercise the voting rights and inform the shareholder that, if no instructions are provided, the intermediary may exercise the voting rights at its own discretion in accordance with the proposals communicated to the shareholder, unless the intermediary may reasonably assume that the shareholder would have approved a different decision had they been aware of the actual situation. The provisions of this paragraph reasonably apply also to fiduciary account holders for shares they do not own, voting advisers, and other persons exercising a voting right on behalf of a shareholder based on a proxy statement as part of their activities..

Personal data submitted upon the AGM registration, in proxy forms, and the data from the shareholder register must be processed in order to organise and hold an AGM. Krka, d. d., Novo mesto processes the data in accordance with the General Data Protection Regulation (GDPR) and keeps them in compliance with the statutory retention period. External processors only receive the personal data required for technical support and organisation of the AGM, which must be processed in compliance with instructions of Krka, d. d., Novo mesto. Krka’s policy on personal data protection and the rights of individuals are available on the website at www.krka.si.

Call on major shareholders to disclose their management policies

In line with Item 8.2 of the Corporate Governance Code for Listed Companies, the Company encourages all major shareholders, in particular institutional investors and the state, to publicly disclose investment policies relevant to their holdings in Krka. The information may comprise, for example, the voting policy, the type and frequency of engagement in the Company’s governance, and the dynamics of communication with management and supervisory bodies of the Company.

This translation is for convenience purposes only.


KRKA

Other notifications

We would like to ask the participants to arrive an hour before the start of the AGM to register and collect voting tools.

This is to inform shareholders that Company arranges the collection of proxy forms in accordance with applicable legislation to enable them to exercise voting rights at the 32nd AGM even if they are not present in person.

Novo mesto, 14 May 2026

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Jože Colarič
President of the Management Board and CEO


Information to shareholders

The AGM is convened by the Management Board of Krka. The Management Board proposes the resolution under Item 1. The Management and Supervisory Boards jointly propose the resolutions under Items 2 and 3.

Information on Krka, d. d., Novo mesto as at 12 May 2026

Total number of shares: 32,793,448

Total number of shares carrying voting rights: 30,276,867

Total number of treasury shares: 2,516,581

Major shareholders (excluding treasury shares)

Shareholder No. of shares
1. Kapitalska družba, d. d. 3,493,030
2. Slovenski državni holding, d. d. (SDH) 2,949,876
3. Republic of Slovenia 2,366,424
4. OTP Banka d. d., Split, Croatia 1,495,289
5. Clearstream Europe AG, Eschborn, Germany 1,169,403

Krka, d. d., Novo mesto
[email protected]
www.krka.si

This translation is for convenience purposes only.