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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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