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Annual Report Gorenje Group 2009

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OWN SHARES AND VOTING RIGHTS<br />

On the last day of <strong>2009</strong>, <strong>Gorenje</strong>, d.d. had 121,311 own shares, which represents a 0.8647-percent<br />

share in the capital of the Company.<br />

The Company's Articles of Association stipulate that one share entitles its holder to one vote, but own<br />

shares do not have voting rights. The Articles of Association do not contain any provisions invalidating<br />

the proportionality of rights arising from share ownership, such as the rights of minority shareholders or<br />

restrictions of voting rights, and do not have any adopted resolutions on conditional increase of capital.<br />

GENERAL MEETING OF SHAREHOLDERS AND THE DIVIDEND POLICY<br />

Summary of resolutions adopted at the 13th General Meeting of shareholders of <strong>Gorenje</strong>, d.d. on 18<br />

June <strong>2009</strong>:<br />

1. The accumulated profit for the 2008 financial year in the amount of EUR 35,062,963.38 shall be<br />

appropriated as follows:<br />

• part of the accumulated profit in the amount of EUR 28,050,370.70 shall be utilised for the<br />

creation of other revenue reserves;<br />

• the remainder of the accumulated profit in the amount of EUR 7,012,592.68 shall remain<br />

unappropriated.<br />

2. The members of the Management Board and the Supervisory Board of the Company shall be<br />

discharged of their duties in the 2008 financial year.<br />

Determination of meeting attendance fees for members of the Supervisory Board: Pursuant to Article<br />

25 of the Articles of Association of <strong>Gorenje</strong>, d.d., the meeting attendance fee for the period from 18<br />

June <strong>2009</strong> to 31 December 2010 shall be EUR 536.25 for the Chairman of the Supervisory Board and<br />

EUR 412.50 for members of the Supervisory Board. An 80-percent meeting attendance fee shall be<br />

payable for correspondence sessions and meetings of Supervisory Board committees. For the validity<br />

of this resolution, the resolution adopted by the General Meeting of Shareholders on 14 June 2007<br />

shall not be applicable.<br />

Change of registered business activities and amendment of Articles of Association: The General<br />

Meeting authorizes the Supervisory Board, in accordance with the provision of Article 2 of the Decree<br />

amending the Decree on the Standard Classification of Activities (Official Gazette of the Republic of<br />

Slovenia, no. 17/2008), to bring the existing activities specified in the Articles of Association in line with<br />

the new activities specified in the Decree and, on the basis of activities harmonised in such manner, to<br />

adopt the consolidated version of the Articles of Association.<br />

Appointment of auditor: The auditing company KPMG Slovenija, podjetje za revidiranje, d.o.o.,<br />

Ljubljana, Železna cesta 8a, is appointed auditor for the <strong>2009</strong> financial year.<br />

DIVIDEND POLICY<br />

The dividend policy of the <strong>Gorenje</strong> <strong>Group</strong> for the 2010-2013 period specifies that up to one third of the<br />

net profit of the <strong>Group</strong> shall be allocated for the annual payment of dividends.<br />

The dividends paid out in previous years are presented in the table.<br />

26<br />

<strong>Annual</strong> <strong>Report</strong> <strong>Gorenje</strong> <strong>Group</strong> <strong>2009</strong>

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