Resolutions of the 19th General Meeting of Lek d.d.

5. 8. 2003

We would like to inform you that the 19th General Meeting of Lek d.d. was held on Thursday, 31 July 2003, at the headquarters of Lek in Ljubljana, Verovškova 57.

The shareholders were acquainted with the report of the Supervisory Board on the verification of the annual report for the business year 2002 and with the Supervisory Board’s view of the Auditor’s Report for the same year. The shareholders discussed the proposals put forward by the Board of Management and the Supervisory Board and adopted the following resolutions:

  • on the use of the distributable net profit for the business year 2002, on the basis of which the shareholders who will be entered in the Book of Shareholders at the Central Clearing Depository Company d.d., Ljubljana on Monday, 4 August 2003, and possessing Class A and Class B shares, will be paid a dividend to the amount of SIT 1,600 for Class A and Class B shares, and a preferential dividend of SIT 180 for Class B share;
  • on the approval of the performance of the Board of Management and of the Supervisory Board for the business year 2002;
  • on the integration of Lek d.d. into Novartis Pharma Storitve d.o.o., Ljubljana, in accordance with Article 488 of the Commercial Companies Act; the resolution on the integration will come into effect with the date of its entry in the Company Register;
  • on appointing the auditing company PricewaterhouseCoopers d.o.o., Ljubljana as the auditor for the business year 2003.

The entry of the integration of Lek d.d. into Novartis Pharma Storitve d.o.o. in the Court Register results in the compensation of the remaining shareholders. Novartis Pharma Storitve d.o.o. offers to the withdrawing shareholders a severance fee to the amount of SIT 105,000 SIT for a separate Class A and Class B Lek d.d. share. Thus an equal treatment of all the shareholders will be assured. The withdrawing shareholders will be informed in more detail about the severance fee and the payment by the company Novartis Pharma Storitve d.o.o..

In line with the statements submitted by Novartis Pharma Storitve d.o.o., Lek will continue operating as an independent company. Novartis Pharma Storitve d.o.o. additionally engaged itself not to change the status of Lek – as a joint-stock company and gave its assurance that it will not give Lek obligatory directions for management. Thus Lek d.d. has been assured an unchanged decision-making process and unchanged competitive position of the company.