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dpavlin |
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<p>At its meeting held on 14 March 2001, the Management Board of PLIVA, Pharmaceutical |
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industry, incorporated, (the "Company"), with its registered office at Ulica |
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grada Vukovara 49 in Zagreb, convened the</p> |
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<p align="center"><b>GENERAL ASSEMBLY OF PLIVA d.d.</b></p> |
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<p>which will take place on 07 June 2001, at 1 p.m., at the Hotel "Sheraton" in |
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Zagreb, Kneza Borne 2.</p> |
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<p> </p> |
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<p><b><i>Draft agenda:</i></b></p> |
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<ol> |
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<li>Election of the Chairman of the General Assembly;</li> |
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<li>Presentation of the Financial Report of the Management Board for the business |
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year 2000;</li> |
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<li>Presentation of the Report of the Supervisory Board on supervision of the |
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Company's activities in the business year 2000;</li> |
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<li>Distribution of 2000 profit;</li> |
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<li>Approval of the activities of the Management Board and Supervisory Board |
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upon presentation of the reports for the business year 2000;</li> |
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<li>Purchase of the Company's own shares;</li> |
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<li>Amendments to the Articles of Association;</li> |
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<li>Appointment of the Company's auditors.</li> |
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</ol> |
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<p><b><i>Draft resolutions of the General Assembly:</i></b></p> |
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<p><b>Ad 1.</b></p> |
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<p>Mr. Darko Majer, B.C.L. , to be elected as the Chairman of the General Assembly.</p> |
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<p><b>Ad 2.</b></p> |
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<p>The Company's Financial Report for the business year 2000 presented by the |
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Management Board to be adopted.</p> |
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<p><b>Ad 3.</b></p> |
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<p>The Report of the Company's Supervisory Board on supervision of the Company's |
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activities in 2000 to be adopted.</p> |
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<p><b>Ad 4.</b></p> |
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<p>I. PLIVA Group realised a profit of HRK 1.136,524,000.00 (in words: one billion |
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one hundred thirty-six million five hundred and twenty-four thousand kunas).</p> |
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<p>II. The Company's profit for the financial year 2000 in the amount of HRK 1.069,225,726.54 |
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(in words: one billion sixty-nine million two hundred twenty-five thousand seven |
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hundred twenty-six kunas and fifty-four lipas) will be allocated to legal reserves, |
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dividends, and retained profit.</p> |
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<p>III. The profit to be allocated to shareholders amounts to HRK 12.00 (in words: |
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twelve kunas) per share. The profit will be paid to all shareholders that are |
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registered as shareholders at the Central Depository Agency at the date of passing |
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of this resolution, in conformance with the regulations and the Company's Articles |
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of Association. The dividend will be paid to shareholders not later than 31 |
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December 2001.</p> |
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<p>IV. The remaining part of the Company's profit will be allocated to retained |
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profit.</p> |
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<p><b>Ad 5.</b></p> |
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<p>The activities of the Company's Management Board and Supervisory Board to be |
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approved.</p> |
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<p><b>Ad 6.</b></p> |
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<p>The Company, acting through the Management Board, is hereby generally and unconditionally |
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authorised to make one or more market purchases on the London and/or Zagreb |
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Stock Exchanges of ordinary registered shares in the nominal value of HRK 100.00 |
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each ("Shares") provided that:</p> |
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<ul> |
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<li>the maximum aggregate number of Shares hereby authorised to be purchased |
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(together with the Shares previously authorised to be purchased at the General |
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Assembly meeting held on 08 June 2000) shall not exceed 10 per cent of the |
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Company's issued share capital;</li> |
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<li>the Company may use any of its retained profit to effect the purchase of |
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such Shares;</li> |
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<li>the minimum price which may be paid for such Shares is the nominal value |
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of the relevant Share (exclusive of taxes, duties and/or expenses);</li> |
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<li>the maximum price which may be paid for such Shares (exclusive of taxes, |
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duties and/or expenses) shall not exceed 5% (5 per cent) of the average market |
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value of the Share during the five working days immediately prior to the day |
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of purchase;</li> |
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<li>unless previously renewed, varied or revoked, the authority hereby conferred |
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shall expire at the conclusion of the next annual general meeting of the Company |
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to be held in 2002 or within 12 months from the date of passing this resolution |
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whichever shall be earlier; and </li> |
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<li>the Company may sign one or more purchasing agreements for Shares hereby |
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authorised to be purchased before the expiry date of the authorisation, even |
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if the agreement will be executed or partially executed after the authorisation |
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expires, and may purchase Shares based on such an agreement or such agreements.</li> |
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</ul> |
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<p><b>Ad 7.</b></p> |
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<p>The Articles of Association (published in PLIVA's Gazette No. 62 of 12 July |
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2000) were amended as follows:</p> |
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<p>Article 4 of the Articles of Association was amended so that the following |
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business activity was added:</p> |
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<ul> |
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<li><i>Exchange activities</i></li> |
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</ul> |
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<p>Article 15 of the Articles of Association was amended to read:</p> |
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<p align="center"><i>Article 15</i></p> |
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<p><i>At meetings of the General Assembly resolutions shall be passed by open |
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vote by written or electronic ballots.</i></p> |
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<p>Article 16 of the Articles of Association was amended to read:</p> |
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<p align="center"><i>Article 16</i></p> |
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<p><i>The Chairman of the General Assembly proposed by the Management Board shall |
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be elected by simple majority vote of shareholders present at each meeting of |
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the General Assembly.</i></p> |
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<p><i>The Management Board appoints a person to carry out preparations for the |
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meeting of the General Assembly and manage its activities until the Chairman |
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of the General Assembly is elected.</i></p> |
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<p><i>The Chairman of the General Assembly shall preside over meetings of the |
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General Assembly, manage its activities and sign the resolutions of the General |
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Assembly.</i></p> |
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<p>Article 38 para. 4 was amended to read:</p> |
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<p><i>These Articles of Association were adopted at the General Assembly meeting |
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held on 08 December 1995 and amended at the General Assembly meetings held on |
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25 November 1996, 19 June 1998, 03 June 1999, 08 June 2000 and 07 June 2001, |
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in accordance with the due procedure.</i></p> |
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<p><b>Ad 8.</b></p> |
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<p>PricewaterhouseCoopers, Zagreb and PricewaterhouseCoopers, Cambridge to be |
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appointed as joint auditors of the Company.</p> |
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<p> </p> |
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<p> </p> |
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<p><b><i>Conditions for participation at the meeting of the General Assembly and |
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right to vote:</i></b></p> |
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<p><b>Shareholders of the Company shall be entitled to attend and vote at the |
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General Assembly provided that:</b></p> |
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<ul> |
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<ul> |
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<li>they are registered as shareholders of the Company at the Central Depository |
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Agency ten days before the General Assembly is held;</li> |
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<li>they apply to participate in the General Assembly at the Company's registered |
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office by 28 May 2001. Application forms can be obtained at the Company's |
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registered office.</li> |
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</ul> |
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</ul> |
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<p>Shareholders can be represented by proxies. Proxies must be appointed by a |
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valid written power of attorney granted by the shareholder, or in the case of |
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a corporate shareholder a duly appointed representative, in accordance with |
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Article 11 of PLIVA d.d.'s Articles of Association. The power of attorney must |
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be submitted to the Company by 28 May 2001. The power of attorney forms can |
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be obtained at the Company's registered office.</p> |
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<p>Copies of the annual and financial reports can be obtained in person at the |
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Company's registered office.</p> |
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<p>Participants of the General Assembly are invited to register one hour before |
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the meeting to ensure timely registration.</p> |
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<p>Should the meeting of the General Assembly on 07 June 2001 be postponed due |
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to lack of the quorum set out by the Articles of Association, the reconvened |
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meeting shall be held at the same place at 1 p.m. on 21 June 2000.</p> |
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<p><b><i>The dividend shall be paid to the shareholders registered as the Company's |
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shareholders at the Central Depository Agency on the day of the General Assembly |
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which should take place on 07 June 2001.</i></b></p> |
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<p>Zagreb, 14 March 2001</p> |
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<p align="center"><b>PLIVA d.d.<br> |
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Management Board</b></p> |