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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>&nbsp;</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>&nbsp;</p>
108     <p>&nbsp;</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>

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