DEAR SHAREHOLDERS
On the basis of the request made by the minority of Lek shareholders (Pension Fund Management d.d., Ljubljana, Slovenian Restitution Fund d.d., Ljubljana, NFD 1 Investment Fund p.l.c., represented by the National Finance Corporation Ltd., Ljubljana, and Triglav Steber Investment Fund d.d., Ljubljana) for new items to be added to the Agenda of the previously convened 17th General Meeting of the Joint-Stock Company Lek d.d. to be held on Tuesday, 12 November 2002, at 13.00 at the headquarters of the company in Ljubljana, Verovškova 57, and in accordance with the provisions of Articles 284 and 286 of the Companies’ Act and of the Statute of the Joint-Stock Company Lek d.d., the Board of Management of Lek d.d. hereby announces
AMENDMENTS TO THE AGENDA OF 17TH GENERAL MEETING OF LEK d.d.
as follows:
1. UNDER ITEM 2 OF THE AGENDA OF GM: “Discussion and adoption of the resolution on modification to the Statute of the Joint-Stock Company Lek”, the minority of Lek shareholders and the Board of Management suggest that the new resolution proposal be added as follows:
Article 67 (sixty-seven) shall be amended, so that it reads as follows: “Paragraph 3, Article 40 (forty) shall cease to be valid as of the day of the finality of the declaratory decision on the successfully performed public tender offer for the acquisition of all the shares of the Company, issued on the basis of the Takeover Act by the Securities’ Market Agency, provided that the offer to which such a decision refers is published by the bidder who has obtained an approval from the Company’s Supervisory Board after 24 June 2002 (twenty-fourth of June two thousand and two) to acquire the Company’s registered shares to the total nominal value exceeding a cumulative value of 15 (fifteen) % of the share capital of the Company.
The Supervisory Board shall be empowered to ascertain the fulfilment of the conditions from the previous paragraph.
Irrespective of the provision under Paragraph 1 of this Article, Paragraph 3 of Article 40 (forty) shall cease to be valid as of 30 June 2003 (thirtieth of June two thousand and three) at the latest.”
2. a new Item 3 shall be added to the Agenda: Discussion and adoption of the resolution on amending the authorization granted to the Board of Management for purchasing own shares
The minority of Lek shareholders and the Board of Management propose the following resolution:
The power granted by the General Meeting at its 15th session on 24 June 2002 to the Board of Management for acquisition and alienation of own shares shall be amended as follows: a) regarding own shares of the company, the Board of Management can accept an offer for purchasing of the company’s shares from a bidder who has previously obtained (i) an approval by the Supervisory Board of the company for the acquisition of the registered shares of the company in a total nominal value exceeding the cumulative value of 15 (fifteen) % of the share capital, and (ii) an approval by the Securities Market Agency for the announcement of the public offer for purchasing all the shares of the company; (b) in case of an alienation of shares pursuant to Item (a) of this authorization, the shareholders’ preferential right shall be fully excluded.
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In consideration of the request made by the minority of Lek shareholders that their request for adding new items to the Agenda of the 17th GM be published as a whole, we quote hereinafter the “PURPOSE OF AND REASONS FOR THE ADDITIONAL ITEMS TO THE AGENDA” as stated by the minority of Lek shareholders in their request:
“The reason for amending Item 2 of the Agenda lies in the fact that in the present situation of increasingly extensive corporate alliances and concentrations 15% restriction of voting rights at the General Meeting of Lek d.d. is no longer appropriate. The proposed modifications to the Statute will thus enable also the major shareholders to vote with the entire package of shares.
The new Item 3 is added to the Agenda due to the recently announced public offer for the purchase of all the company’s shares.”
In accordance with the provisions of Article 283 of the Companies’ Act, the conditions for the participation in the General Meeting and for the exercise of the voting right were already stated in the convocation notice of 11 October 2002 in the Delo newspaper.
With regard to the request made by the minority of Lek shareholders for new items to be added to the Agenda of the GM, we hereby notify the shareholders that the materials and/or the request from the minority of Lek shareholders for Item 2 of the Agenda to be amended with the text of the proposed modifications to the Statute of the Joint-Stock Company Lek, and for the new Item 3 of the Agenda, will be available at the headquarters of the company, Verovškova 57, Ljubljana, from the day of the present announcement onwards, every business day from 11.00 to 13.00.
Board of Management of Lek d.d.