Supervisory Board Meeting
After the company Novartis had entered into the ownership structure of Lek d.d., the 2nd meeting of Lek Supervisory Board was held on Friday, 27 June 2003 with new members. The Supervisory Board adopted the following resolutions:
Convening of the 19th General Meeting
The Supervisory Board convened the 19th General Meeting of Lek to be held on Thursday, 31 July 2003, at the company headquarters. One of the items on the Agenda will be the adoption of a resolution on using the distributable net profit for the year 2002 and on the dividend amount.
The General Meeting proposed a dividend to the amount of SIT 1,600 for ordinary Class-A shares, and additional SIT 180 for preference Class-B shares.
The General Meeting proposed a draft resolution on the integration of Lek d.d. into Novartis Pharma Stortive d.o.o., Ljubljana. The integration represents a legal procedure in conformity with the Companies Act, with the majority owner offering the remaining minority shareholders the possibility of exiting the company, in consideration of the conditions identical to those provided by the majority owner in the Takeover Agreement last year.
The company Novartis made a special commitment to fully respect the assurances given in the Takeover Agreement last year. Special emphasis should be placed on the fact that the offer also includes the maintenance of both the status form and economic independence of Lek d.d.
The aim of post-acquisition activities is to promote Lek’s business growth in the years to come. The Supervisory Board thus also adopted a resolution on the expansion of investment and on amendments to the investment plan for the year 2003. The volume of investments in the Group will rise from CHF 128.9 million to CHF 169.7 million. This increase results from increasingly intensive dynamics of operations in existing projects and from the implementation of certain new projects. A decision was made on the construction of a micro-capsule production plant to the planned value of CHF 21 million. A new finished drug in the form of micro-capsules will primarily be intended for the realization of sales plans in the US market.
Lek’s ownership share in BayerPharma d.o.o.
The Supervisory Board studied the status report on the agreements between Lek d.d. and Bayer AG on the takeover of a 100% ownership share of Bayer AG in the joint venture BayerPharma d.o.o..
Good half-year sales and financial results of Lek d.d.
The Supervisory Board also discussed the business results for the period January – May 2003 and gave a favourable opinion on the sales and financial results achieved. Despite a weak dollar and an unstable macro-economic environment in Lek’s traditional markets of the CEE, SEE and CIS, Lek outperformed its planned targets. The dynamics of the company’s and the Group’s growth in the first half of 2003 is mainly due to US sales growth. Based on the business results achieved so far, we are confident that the business targets will be exceeded.