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1 At its meeting held on 5 October 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<br>
4 <br>
5 <div align="Center"><b>EXTRAORDINARY GENERAL ASSEMBLY OF PLIVA d.d.</b><br>
6 </div>
7 <br>
8 <br>
9 <div align="Center">which will take place on 14 November 2001, at 12 a.m.,
10 in Zagreb, PLIVA d.d., Ulica grada Vukovara 49<br>
11 </div>
12 <br>
13 <br>
14 <i><u>Draft agenda:</u></i><br>
15 <ol>
16 <li>Election of the Chairman of the General Assembly;</li>
17 <li>Decision about the reduction of the Company's share capital by cancellation
18 of the Company's own shares;</li>
19 <li>Amendments to the Articles of Association;</li>
20 </ol>
21 <br>
22 <u><i>Draft resolutions of the General Assembly: </i></u><br>
23 <br>
24 <b><i>Ad 1.</i></b><br>
25 <br>
26 Mr. Darko Majer, B.C.L. , to be elected as the Chairman of the General Assembly.<br>
27 <br>
28 <b><i>Ad 2.</i></b><br>
29 <br>
30 The Company's share capital which currently amounts to HRK 2,020,940,000.00
31 is to be decreased by HRK 161,675,200.00 to amount to HRK 1,859,264,800.00.<br>
32 <br>
33 The Company's share capital will be reduced in accordance with Article 352.
34 paragraph 3. of the Companies Act and credited against the Company&#8217;s profit,
35 by the cancellation of 1,616,752 of the Company&#8217;s own regular shares, each
36 of which has a nominal value of HRK 100.00, representing 8% of the Company's
37 share capital.<br>
38 <br>
39 The reduction of the Company's share capital is being carried out in order
40 to increase shareholder value.<br>
41 <br>
42 The Management Board is authorised to determine a list of shares to be cancelled
43 and perform the cancelling procedure.<br>
44 <br>
45 <b><i>Ad 3.</i></b><br>
46 <br>
47 The Articles of Association (published in PLIVA&#8217;s Gazette No. 72 of 18 September
48 2001) were amended as follows:<br>
49 <br>
50 Article 7 of the Articles of Association was amended to read:<br>
51 <br>
52 <i>The share capital of the Company is HRK 1,859,264,800.00.</i><br>
53 <br>
54 Article 8 paragraph 1of the Articles of Association was amended to read:<br>
55 <br>
56 <i>The share capital of the Company referred to in Article 7 hereof is divided
57 into 18,592,648 shares (each a "Share"). </i><br>
58 <br>
59 Article 38 paragraph 4 was amended to read:<br>
60 <br>
61 <i>These Articles of Association were adopted at the General Assembly meeting
62 held on 08 December 1995 and amended at the General Assembly meetings held
63 on 25 November 1996, 19 June 1998, 03 June 1999, 08 June 2000, 07 June 2001
64 and on 14 November 2001, in accordance with the due procedure.</i><br>
65 <br>
66 <br>
67 <b><i><u>Conditions for participation at the meeting of the General Assembly
68 and right to vote:</u></i></b><br>
69 <br>
70 <br>
71 <i><b>Shareholders of the Company shall be entitled to attend and vote at
72 the General Assembly provided that:</b></i><br>
73 <ul>
74 <li>they are registered as shareholders of the Company at the Central Depository
75 Agency &nbsp;&nbsp; &nbsp;ten days before the General Assembly is held;</li>
76 <li>they apply to participate in the General Assembly at the Company&#8217;s
77 registered &nbsp;&nbsp; &nbsp;office by 04 November 2001. Application forms
78 can be obtained at the Company&#8217;s registered office.</li>
79 </ul>
80 Shareholders can be represented by proxies. Proxies must be appointed by
81 a valid written power of attorney granted by the shareholder, or in the case
82 of a corporate shareholder a duly appointed representative, in accordance
83 with Article 11 of PLIVA d.d.&#8217;s Articles of Association. The power of attorney
84 must be submitted to the Company by 04 November 2001. The power of attorney
85 forms can be obtained at the Company&#8217;s registered office.<br>
86 <br>
87 Participants of the General Assembly are invited to register one hour before
88 the meeting to ensure timely registration.<br>
89 <br>
90 Should the meeting of the General Assembly on 14 November 2001 be postponed
91 due to lack of the quorum set out by the Articles of Association, the reconvened
92 meeting shall be held at the same place at 12 a.m. on 28 November 2001.<br>
93 <br>
94 Zagreb, 05 October 2001<br>
95 <br>
96 <div align="Center"><i><b>PLIVA&nbsp; d.d.<br>
97 Management Board<br>
98 </b></i></div>

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