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Krka — Proxy Solicitation & Information Statement 2026
May 14, 2026
1983_rns_2026-05-14_5af0d8dc-48cc-4dd5-9352-25860eebc25a.pdf
Proxy Solicitation & Information Statement
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KRKA
SHAREHOLDERS' RIGHTS
In accordance with the currently applicable Companies Act (ZGD-1), Article 176, Paragraph 2, ordinary shares give their holders the right to:
- Participate in company's management;
- Participate in profit (right to dividends);
- Participate in assets remaining after liquidation or bankruptcy of the company.
In compliance with the Companies Act, Article 296, Paragraph 2, Item 2, we publish the information on exercising shareholders' rights at the Annual General Meeting (AGM).
The Companies Act, Article 298, Paragraph 1 stipulates that:
After publication of a notice, shareholders jointly representing at least one-twentieth of the share capital may submit a written request for another item to be added to the Agenda. 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. The request can be sent to the company no later than within seven days of the publication of the AGM notice. The Articles of Association may tie this right to a lower proportion of the share capital.
The Companies Act, Article 300, Paragraph 1 stipulates that:
Shareholders may submit proposed resolutions in writing for each agenda item. A shareholder's proposal is published in accordance with the Companies Act, Article 296, exclusively if the shareholder submits to the company a reasonably substantiated proposal within seven days of the publication of this notice and files a notice that the shareholder intends to oppose the management or supervisory body's proposal at the AGM and prevail upon other shareholders to vote in favour of their counterproposal.
A company whose securities are traded on the regulated market, or whose articles of association provide that the AGM can also be held online, must give its shareholders at least one option for submitting their proposals from the paragraph above by electronic means.
The management is not bound to publish a shareholder's counterproposal and its substantiation if:
- Publication of a counterproposal would constitute a criminal or minor offence;
- The counterproposal could induce the AGM to adopt a resolution contrary to the law or the articles of association;
- Substantiation of the counterproposal contains clearly incorrect or misleading information or insults in points of substance;
- A shareholder's counterproposal of the same content has already been submitted to the company's AGM;
- A shareholder's counterproposal containing essentially the same substantiation has already been communicated at least at two AGMs over the past five years and less than one-twentieth of total share capital represented at the AGM voted in favour of it;
- A shareholder announces that they do not intend to attend the AGM and be represented by proxy arrangements;
- The shareholder has not presented their notified counterproposal at the AGM or failed to have it presented for the past two years.
This translation is for convenience purposes only.
KRKA
The substantiation of a counterproposal need not be published if it contains over 3,000 characters.
The management can summarise counterproposals and substantiations given by several shareholders on the same subject.
The AGM can deliberate on shareholders' proposals, which are not sent to the company within the deadline from the Paragraph 1 hereunder, but are submitted at the AGM at the latest.
The Companies Act, Article 301, Paragraph 1 stipulates that:
The provisions laid down in the Companies Act, Article 300 apply as appropriate to a shareholder's proposal for election of members to the Supervisory Board, Board of Directors or the auditors. A proposal for election does not require justification.
The Companies Act, Article 305, Paragraph 1 stipulates that:
The management must give the shareholders at the AGM reliable information on company affairs, if it is relevant for assessment of agenda items. Shareholders' questions of the same content can receive a joint reply. The right to be informed also applies with respect to the company's legal and business relations with affiliated companies.
The management is not obliged to provide information only in cases as follows:
- If giving information could – by a reasonable economic judgement – cause damage to the company or an affiliated company;
- If information relates to methods for accounting and making estimates, provided that statement of these methods in an annex is sufficient for assessing property, financial standing, and profitability of the company in conformity with reality;
- If disclosure of information would constitute a criminal offence, transgression, or violation of good business practices; or
- If information is published on the company's website in the form of questions and answers at least seven days before the AGM is held.
If a shareholder receives information outside the AGM, it must be passed on to all other shareholders upon their request, even if it is not required for assessment of an agenda item. If the information is not provided, the shareholder may request the inquiry for information and reasons why it was refused to be included in the minutes of the meeting.
Novo mesto, 14 May 2026
KRKA, d. d., Novo mesto
This translation is for convenience purposes only.