| 1 |
dpavlin |
1.1 |
<p>At its meeting held on 14 March 2001, the Management Board of PLIVA, Pharmaceutical |
| 2 |
|
|
industry, incorporated, (the "Company"), with its registered office at Ulica |
| 3 |
|
|
grada Vukovara 49 in Zagreb, convened the</p> |
| 4 |
|
|
<p align="center"><b>GENERAL ASSEMBLY OF PLIVA d.d.</b></p> |
| 5 |
|
|
<p>which will take place on 07 June 2001, at 1 p.m., at the Hotel "Sheraton" in |
| 6 |
|
|
Zagreb, Kneza Borne 2.</p> |
| 7 |
|
|
<p> </p> |
| 8 |
|
|
<p><b><i>Draft agenda:</i></b></p> |
| 9 |
|
|
<ol> |
| 10 |
|
|
<li>Election of the Chairman of the General Assembly;</li> |
| 11 |
|
|
<li>Presentation of the Financial Report of the Management Board for the business |
| 12 |
|
|
year 2000;</li> |
| 13 |
|
|
<li>Presentation of the Report of the Supervisory Board on supervision of the |
| 14 |
|
|
Company's activities in the business year 2000;</li> |
| 15 |
|
|
<li>Distribution of 2000 profit;</li> |
| 16 |
|
|
<li>Approval of the activities of the Management Board and Supervisory Board |
| 17 |
|
|
upon presentation of the reports for the business year 2000;</li> |
| 18 |
|
|
<li>Purchase of the Company's own shares;</li> |
| 19 |
|
|
<li>Amendments to the Articles of Association;</li> |
| 20 |
|
|
<li>Appointment of the Company's auditors.</li> |
| 21 |
|
|
</ol> |
| 22 |
|
|
<p><b><i>Draft resolutions of the General Assembly:</i></b></p> |
| 23 |
|
|
<p><b>Ad 1.</b></p> |
| 24 |
|
|
<p>Mr. Darko Majer, B.C.L. , to be elected as the Chairman of the General Assembly.</p> |
| 25 |
|
|
<p><b>Ad 2.</b></p> |
| 26 |
|
|
<p>The Company's Financial Report for the business year 2000 presented by the |
| 27 |
|
|
Management Board to be adopted.</p> |
| 28 |
|
|
<p><b>Ad 3.</b></p> |
| 29 |
|
|
<p>The Report of the Company's Supervisory Board on supervision of the Company's |
| 30 |
|
|
activities in 2000 to be adopted.</p> |
| 31 |
|
|
<p><b>Ad 4.</b></p> |
| 32 |
|
|
<p>I. PLIVA Group realised a profit of HRK 1.136,524,000.00 (in words: one billion |
| 33 |
|
|
one hundred thirty-six million five hundred and twenty-four thousand kunas).</p> |
| 34 |
|
|
<p>II. The Company's profit for the financial year 2000 in the amount of HRK 1.069,225,726.54 |
| 35 |
|
|
(in words: one billion sixty-nine million two hundred twenty-five thousand seven |
| 36 |
|
|
hundred twenty-six kunas and fifty-four lipas) will be allocated to legal reserves, |
| 37 |
|
|
dividends, and retained profit.</p> |
| 38 |
|
|
<p>III. The profit to be allocated to shareholders amounts to HRK 12.00 (in words: |
| 39 |
|
|
twelve kunas) per share. The profit will be paid to all shareholders that are |
| 40 |
|
|
registered as shareholders at the Central Depository Agency at the date of passing |
| 41 |
|
|
of this resolution, in conformance with the regulations and the Company's Articles |
| 42 |
|
|
of Association. The dividend will be paid to shareholders not later than 31 |
| 43 |
|
|
December 2001.</p> |
| 44 |
|
|
<p>IV. The remaining part of the Company's profit will be allocated to retained |
| 45 |
|
|
profit.</p> |
| 46 |
|
|
<p><b>Ad 5.</b></p> |
| 47 |
|
|
<p>The activities of the Company's Management Board and Supervisory Board to be |
| 48 |
|
|
approved.</p> |
| 49 |
|
|
<p><b>Ad 6.</b></p> |
| 50 |
|
|
<p>The Company, acting through the Management Board, is hereby generally and unconditionally |
| 51 |
|
|
authorised to make one or more market purchases on the London and/or Zagreb |
| 52 |
|
|
Stock Exchanges of ordinary registered shares in the nominal value of HRK 100.00 |
| 53 |
|
|
each ("Shares") provided that:</p> |
| 54 |
|
|
<ul> |
| 55 |
|
|
<li>the maximum aggregate number of Shares hereby authorised to be purchased |
| 56 |
|
|
(together with the Shares previously authorised to be purchased at the General |
| 57 |
|
|
Assembly meeting held on 08 June 2000) shall not exceed 10 per cent of the |
| 58 |
|
|
Company's issued share capital;</li> |
| 59 |
|
|
<li>the Company may use any of its retained profit to effect the purchase of |
| 60 |
|
|
such Shares;</li> |
| 61 |
|
|
<li>the minimum price which may be paid for such Shares is the nominal value |
| 62 |
|
|
of the relevant Share (exclusive of taxes, duties and/or expenses);</li> |
| 63 |
|
|
<li>the maximum price which may be paid for such Shares (exclusive of taxes, |
| 64 |
|
|
duties and/or expenses) shall not exceed 5% (5 per cent) of the average market |
| 65 |
|
|
value of the Share during the five working days immediately prior to the day |
| 66 |
|
|
of purchase;</li> |
| 67 |
|
|
<li>unless previously renewed, varied or revoked, the authority hereby conferred |
| 68 |
|
|
shall expire at the conclusion of the next annual general meeting of the Company |
| 69 |
|
|
to be held in 2002 or within 12 months from the date of passing this resolution |
| 70 |
|
|
whichever shall be earlier; and </li> |
| 71 |
|
|
<li>the Company may sign one or more purchasing agreements for Shares hereby |
| 72 |
|
|
authorised to be purchased before the expiry date of the authorisation, even |
| 73 |
|
|
if the agreement will be executed or partially executed after the authorisation |
| 74 |
|
|
expires, and may purchase Shares based on such an agreement or such agreements.</li> |
| 75 |
|
|
</ul> |
| 76 |
|
|
<p><b>Ad 7.</b></p> |
| 77 |
|
|
<p>The Articles of Association (published in PLIVA's Gazette No. 62 of 12 July |
| 78 |
|
|
2000) were amended as follows:</p> |
| 79 |
|
|
<p>Article 4 of the Articles of Association was amended so that the following |
| 80 |
|
|
business activity was added:</p> |
| 81 |
|
|
<ul> |
| 82 |
|
|
<li><i>Exchange activities</i></li> |
| 83 |
|
|
</ul> |
| 84 |
|
|
<p>Article 15 of the Articles of Association was amended to read:</p> |
| 85 |
|
|
<p align="center"><i>Article 15</i></p> |
| 86 |
|
|
<p><i>At meetings of the General Assembly resolutions shall be passed by open |
| 87 |
|
|
vote by written or electronic ballots.</i></p> |
| 88 |
|
|
<p>Article 16 of the Articles of Association was amended to read:</p> |
| 89 |
|
|
<p align="center"><i>Article 16</i></p> |
| 90 |
|
|
<p><i>The Chairman of the General Assembly proposed by the Management Board shall |
| 91 |
|
|
be elected by simple majority vote of shareholders present at each meeting of |
| 92 |
|
|
the General Assembly.</i></p> |
| 93 |
|
|
<p><i>The Management Board appoints a person to carry out preparations for the |
| 94 |
|
|
meeting of the General Assembly and manage its activities until the Chairman |
| 95 |
|
|
of the General Assembly is elected.</i></p> |
| 96 |
|
|
<p><i>The Chairman of the General Assembly shall preside over meetings of the |
| 97 |
|
|
General Assembly, manage its activities and sign the resolutions of the General |
| 98 |
|
|
Assembly.</i></p> |
| 99 |
|
|
<p>Article 38 para. 4 was amended to read:</p> |
| 100 |
|
|
<p><i>These Articles of Association were adopted at the General Assembly meeting |
| 101 |
|
|
held on 08 December 1995 and amended at the General Assembly meetings held on |
| 102 |
|
|
25 November 1996, 19 June 1998, 03 June 1999, 08 June 2000 and 07 June 2001, |
| 103 |
|
|
in accordance with the due procedure.</i></p> |
| 104 |
|
|
<p><b>Ad 8.</b></p> |
| 105 |
|
|
<p>PricewaterhouseCoopers, Zagreb and PricewaterhouseCoopers, Cambridge to be |
| 106 |
|
|
appointed as joint auditors of the Company.</p> |
| 107 |
|
|
<p> </p> |
| 108 |
|
|
<p> </p> |
| 109 |
|
|
<p><b><i>Conditions for participation at the meeting of the General Assembly and |
| 110 |
|
|
right to vote:</i></b></p> |
| 111 |
|
|
<p><b>Shareholders of the Company shall be entitled to attend and vote at the |
| 112 |
|
|
General Assembly provided that:</b></p> |
| 113 |
|
|
<ul> |
| 114 |
|
|
<ul> |
| 115 |
|
|
<li>they are registered as shareholders of the Company at the Central Depository |
| 116 |
|
|
Agency ten days before the General Assembly is held;</li> |
| 117 |
|
|
<li>they apply to participate in the General Assembly at the Company's registered |
| 118 |
|
|
office by 28 May 2001. Application forms can be obtained at the Company's |
| 119 |
|
|
registered office.</li> |
| 120 |
|
|
</ul> |
| 121 |
|
|
</ul> |
| 122 |
|
|
<p>Shareholders can be represented by proxies. Proxies must be appointed by a |
| 123 |
|
|
valid written power of attorney granted by the shareholder, or in the case of |
| 124 |
|
|
a corporate shareholder a duly appointed representative, in accordance with |
| 125 |
|
|
Article 11 of PLIVA d.d.'s Articles of Association. The power of attorney must |
| 126 |
|
|
be submitted to the Company by 28 May 2001. The power of attorney forms can |
| 127 |
|
|
be obtained at the Company's registered office.</p> |
| 128 |
|
|
<p>Copies of the annual and financial reports can be obtained in person at the |
| 129 |
|
|
Company's registered office.</p> |
| 130 |
|
|
<p>Participants of the General Assembly are invited to register one hour before |
| 131 |
|
|
the meeting to ensure timely registration.</p> |
| 132 |
|
|
<p>Should the meeting of the General Assembly on 07 June 2001 be postponed due |
| 133 |
|
|
to lack of the quorum set out by the Articles of Association, the reconvened |
| 134 |
|
|
meeting shall be held at the same place at 1 p.m. on 21 June 2000.</p> |
| 135 |
|
|
<p><b><i>The dividend shall be paid to the shareholders registered as the Company's |
| 136 |
|
|
shareholders at the Central Depository Agency on the day of the General Assembly |
| 137 |
|
|
which should take place on 07 June 2001.</i></b></p> |
| 138 |
|
|
<p>Zagreb, 14 March 2001</p> |
| 139 |
|
|
<p align="center"><b>PLIVA d.d.<br> |
| 140 |
|
|
Management Board</b></p> |
Parent Directory
| 
Revision Log