18th General Meeting of Shareholders
On the basis of the request made by the majority Lek’s shareholder Servipharm AG, c/o Novartis Pharma AG, Lichtstrasse 35, 4056 Basel, Switzerland and in accordance with the provisions of the Companies’ Act and of the Statute of the Joint-Stock Company Lek, we hereby convene the 18th General Meeting of Lek d.d. to be held on Monday, 20 January 2003 at 13.00 at the headquarters of Lek in Ljubljana, Verovškova 57. Considering aforementioned request of the shareholder the Board of Management and the Supervisory Board suggests the following Agenda and adoption of the following resolution proposals:
1. Opening of the General Meeting and election of its bodies
The GM bodies shall be elected and the minute-writer and the notary shall be appointed upon the proposal put forward by the convenor.
2. Discussion and adoption of the resolution on withdrawal of the Lek d.d. shares of class A and class B from the organized security market
Lek d.d. shares of class A and class B shall be withdrawn from the organized security market.
3. Discussion and adoption of the resolution on modifications of the Statute of the Joint-Stock Company Lek
Article 4 (four) of the Statute of the Joint-Stock Company Lek shall be modified so as to read as follows:
“The Company shall inform its shareholders of everything that is important for the execution of their rights and the fulfilment of their obligations.
The Company shall inform its shareholders and the broader public of all important events or circumstances, which may influence its operation, by public announcements in a daily paper which is issued throughout the territory of the Republic of Slovenia and which shall be published in the daily newspaper Delo.
If equity securities abroad or depositary receipts, issued on the basis of shares of the Company, are traded on a Stock Exchange abroad, the Company shall also inform the shareholders in accordance with the rules of this Stock Exchange, taking into consideration the shareholders’ right to be equally informed.”
4. The appointment of the members of the Supervisory Board
The following persons shall be elected as members of the Supervisory Board for a term of four years, which shall start on the day of this session of the GM:
1. Mr. Hubert Hirzinger
2. Mr. Andreas Rummelt
3. Mr. Peter Rupprecht
4. Mr. Erwin Schillinger
5. Mr. Christian Seiwald
6. Mr. Franz Stumpf
5. The notification of the members of the Supervisory Board – workers’ representatives
The Workers’ Council shall notify the GM of the members of the Supervisory Board who are workers representatives.
Entitled to participate and vote at the General Meeting are all the shareholders entered in the Book of Shareholders at the Central Depository Company d.d., Ljubljana, as of 10.01.2003 and those who will confirm their participation at the General Meeting in person, through a representative or a proxy at the headquarters of Lek d.d., during the time from the public announcement of the present Convocation till 17.01.2003 inclusive. Written applications will be considered timely if arrived at the company’s headquarters by 17.01.2003 inclusive.
Upon the application, the shareholder who is a legal entity shall enclose a statement from the Court Register or from any other appropriate register of legal entities.
The proxy statement shall be in written form, submitted upon application and kept at the headquarters of the company throughout the duration of the proxy relationship.
The shareholders applied shall receive certificates of participation and voting papers at the headquarters of the company from 10.01.2003 till the session of the General Meeting.
The materials for each Item of the Agenda will be available at the headquarters of the company, Ljubljana, Verovškova 57, from the day of the announcement of the convocation of General Meeting onwards, every business day from 11.00 to 13.00.
The Statement of the company in accordance with Paragraph 4 of Article 542 of the Companies Act with regard to Item 2 of the Agenda is announced as enclosure to this convocation of the GM.
The hall will be opened 45 minutes prior to the opening of the session.
Lek Pharmaceuticals d.d.
President of the Board of Management
President of the Supervisory Board
The Enclosure to Item 2 of the Agenda of the convocation of General Meeting of Lek d.d. to be held on 20.01.2003
The STATEMENT of the Company Lek farmacevtska družba d.d., Verovškova 57, 1526 Ljubljana with regard to the withdrawal of the shares from the organized security market
The adoption of the resolution on withdrawal of Lek d.d. shares of class A and class B from the organized security market is foreseen with Item 2 of the Agenda of the convened 18th General Meeting of Lek d.d. to be held on 20.01.2003. The GM resolution on withdrawal of the shares will be valid, provided that the majority of at least 9/10 of the registered shares capital will adopt such resolution. Consequently and on the basis of Paragraph 4 of Article 542 of the Companies Act Lek d.d. is giving the following statement:
To all shareholders of Lek d.d. who will oppose to the withdrawal of the shares from the organized securities market and who will be, at the same time, the owners of shares of Lek d.d. from the day of announcement of the convocation of the GM onwards, Lek d.d. is offering the indemnification, i.e. the suitable monetary compensation (“compensation”) in accordance with Article 54 of the Securities Market Act and Paragraph 4 of Article 542 of the Companies Act. The compensation will be offered to individual shareholders on the minutes, with which the shares of individual shareholders will be transferred to Lek d.d.. For each one (1) share Lek d.d. is offering the compensation in the amount of 85.000 SIT.
The Board of Management of Lek d.d.