Lek's Shareholders Supported all the Proposed Decisions
Ljubljana, 24 June; The 15th Annual General Meeting took place today at the premises of Lek d. d. The shareholders discussed and supported the proposal on the use of profit, the amendment and modification of the Statute, the amendment of the Rules of Procedure of the General Meeting of Lek d. d., the authorization of the Board of Management to purchase own shares, the decision on the appointment of the auditor and the election of the members of the Supervisory Board.
In conformity with the Ljubljana Stock Exchange Rules and the Securities Market Act, Lek d. d. as an issuer of securities informs the public that the following decisions were confirmed at the Lek’s 15th Annual General Meeting:
Opening of the General Meeting and election of its bodies
Resolution: The GM bodies were elected, and the minute-writer and notary were appointed upon the proposal put forward by the convenor.
Discussion and adoption of the resolution on the employment of the distributable net profit for the financial year 2001 and on the approval of the performance of the Board of Management and Supervisory Board
Resolution: The distributable net profit for the financial year 2001 to the amount of SIT 20,927,282,303.34 is employed in the following way:
a) one part of the distributable net profit to the amount of SIT 2,228,018,220.00 is distributed to the shareholders through the payment of the following dividends:
– SIT 1,200.00 – dividend per Class A and B share
– SIT 180.00 – preferential dividend per Class B share;
b) one part of the distributable net profit to the amount of SIT 144,671,834.50 is distributed for remunerations to the members of the Board of Management and the Supervisory Board;
c) one part of the distributable net profit to the amount of SIT 18,554,592,248.84 remains undistributed. A decision on its employment will be adopted in the following financial years (retained earnings).
Dividend payments will start within 60 days after the General Meeting at the latest in a way determined by the Board of Management.
The General Meeting approved the performance of the Board of Management and of the Supervisory Board for the financial year 2001.
Discussion and adoption of the resolution on modifications and amendments to the Statute of the joint-stock company Lek
Resolution: The General Meeting adopted modifications and amendments to the Statute of the company in the proposed wording.
Discussion and adoption of the resolution on modifications to the Rules of Procedure of the General Meeting of Lek d. d.
Resolution: The General Meeting adopted modifications to the Rules of Procedure of the General Meeting of Lek d. d. in the proposed wording.
Discussion and adoption of the resolution on granting authorization to the Board of Management for purchasing own shares
Resolution: The General Meeting grants the Board of Management of Lek d. d. authorization for a period of 18 months as of the day of receipt of the present resolution to purchase own shares, the total nominal value of which shall not exceed 10% of the share capital. The Board of Management shall acquire and alienate own shares on the official stock market at the market value. The Board of Management may acquire and alienate own shares to protect against hostile take-overs and to increase the company’s fixed assets. The Board of Management may also acquire and alienate own shares for the implementation of the share option programme, for remunerations to the members of the Board of Management and Supervisory Board, and for remuneration to Lek employees. For these purposes, the company alienates own shares directly to beneficiaries outside the official stock market excluding the shareholders’ exclusive preferential right; due to the implementation of the share option programme, own shares are alienated at the price and under the conditions stipulated in the option plan, while due to profit sharing and to employee remuneration they are alienated at the price represented by the average monthly share price for the month prior to alienation. The General Meeting shall grant authorization to the Board of Management to withdraw own shares without making further decisions on the reduction of the share capital.
Discussion and adoption of the resolution on appointing the auditor
Resolution: The General Meeting appointed the auditing company KPMG Slovenija d. o. o., Ljubljana as the auditor for the financial year 2002.
Election of the Supervisory Board members
Resolution: The following proposed candidates were elected members of the Supervisory Board with a 4-year term of office, with effect from 27 July 2002:
1. Marjan Kandus, MSc
2. Boris Pesjak
3. Zvone Taljat.
The assembly of Lek’s 15th AGM was informed of the Report of the Supervisory Board on the verification of the Annual Report for the year 2000. The Supervisory Board gave a positive opinion on the audit report of the financial year 2001 and confirmed the Annual Report for the year 2001.
In conformity with local legislation Mrs. Jana Bončina was appointed a new member of the Supervisory Board as workers’ representative at the 34th meeting of the Workers’ Council on 18 December 2001.
Those entitled to the dividends for the year 2001 are the shareholders of the A-Class and B-Class shares who were entered in the Central Registry at KDD – Central securities clearing corporation inc., Ljubljana.
The text of the Statute and that of the Standing Orders of the AGM is available at the company’s main office.
From 8. July on the company will publish its public announcements, in connection with SEOnet, on the web pages of the Ljubljana Stock Exchange (www.ljse.si).
With the amendment of article no. 4 of the Statute the company’s name changes to Lek Pharmaceutical Company d. d. on the day of the entry into the register of companies.
This press release contains statements and conclusions based on projections of Lek’s future business operations. These estimates are derived from the best information currently available. In case these forecasts prove unreliable, the actual results could prove different from those projected.
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For additional information, please contact: Miša Komar – Žiberna, Lek’s Corporate Communications Telephone: + 386 1 580 22 43