ANNUAL REPORT 2008 - Gorenje Group

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20 2008 1.1 ORGANIZATIONAL STRUCTURE AND COMPOSITION OF THE GORENJE GROUP ORGANIZATIONAL STRUCTURE OF THE GORENJE GROUP BY DIVISIONS IN 2008 HOUSEHOLD APPLIANCES DIVISION hereinafter, based on the new organisational structure: HOME APPLIANCES DIVISION Manufacture and sale of household appliances of own production, sale of products from the complementary programme comprising household appliances of other manufacturers, sale of supplementary programme comprising electronic and small household appliances, as well as the manufacture and sale of heating-thermic appliances, tool making, manufacture of industrial equipment and mechanical components. HOME INTERIOR DIVISION Manufacture and sale of kitchen and bathroom furnishings, sanitary equipment and ceramic tiles. TRADE AND SERVICES DIVISION hereinafter, based on the new organisational structure: ECOLOGY, ENERGY AND SERVICES DIVISION Energy management and environmental protection, trade, engineering, agency services, restaurant and catering services, tourism and real estate management. CHANGES IN THE STRUCTURE OF THE GORENJE GROUP IN 2008 • On 15 January 2008 Gorenje, d.d. and Publicus, d.o.o. signed a letter of intent on the acquisition of a 51% share in Publicus; the share acquisition was executed on 25 March 2008. • On 5 February 2008 the companies Gorenje, Trimo, Riko and Pristop established, at a constitutive general meeting of shareholders, a new company named Gorenje Design Studio, d.o.o. Gorenje has a 52-percent ownership share in the new company, with each of the other partners holding a 16-percent share.
21 • On 16 January 2008, Gorenje, d.d. established GORES, d.o.o., a real estate management company. • On 16 January 2008, Gorenje, d.d. established GORENJE PROJEKT, inženiring, d.o.o. and is the full (100%) owner of this company. • On 31 March 2008, Istrabenz Gorenje, d.o.o. established the company Vitales Nova Gorica, d.o.o., whose principal activity is trading in refined biomass. • On 16 April 2008, Gorenje, d.d. sold its 100% ownership share in Gorenje Imobilia d.o.o. and GORES, d.o.o.. • On 22 April 2008, an agreement was signed on the acquisition of a share in Avtomatizacija, d.o.o.. Following its entry in the court register, the company was renamed Istrabenz Gorenje Avtomatizacija procesov, d.o.o., and is fully (100%) owned by Istrabenz Gorenje, d.o.o.. • On the basis of a share transfer agreement concluded on 25 April 2008, Gorenje, d.d. purchased a 26-percent share in ECONO Projektiranje, d.o.o. from the company ERICo, d.o.o. • On 2 May 2008, Gorenje, d.d. sold its 100% ownership share in Gorenje Adria Nekretnine, d.o.o. to the company GORES, d.o.o.. • Pursuant to an agreement on the purchase of a 100% share in the Dutch company ATAG Europe B.V. concluded on 10 June 2008 with the seller Home Products Europe B.V., Gorenje, d.d. paid part of the purchase price in the form of own shares on 26 June 2008. Pursuant to the previously mentioned agreement and in line with the resolution of the General Meeting of Shareholders adopted on 4 July 2005, Gorenje, d.d. alienated 1,070,000 of its own shares bearing the designation GRVG in favour of Home Products Europe B.V., which represents 7.6265% of all voting rights in Gorenje, d.d.. At the time of share disposal, the price of the GRVG share amounted to €36.83, which is equal to the half-year average daily price of shares on the Ljubljana Stock Exchange. In accordance with the agreement of 27 June 2008, Gorenje, d.d. has a controlling influence over the entire business operation of this company as of 1st July 2008. As of this date, the Company is obliged to include the acquired company in the consolidated financial statements of the Gorenje Group. • Gorenje Notranja oprema has, with the purchase of a capital share in the company Radolad from Kiev and a subsequent, contractually agreed capital increase in the said company, acquired a 70% ownership share in the company and changed its name to Gorenje Kuhinje Kiev. • On the basis of a paid cash contribution, Istrabenz Gorenje, d.o.o. acquired a 50% share in ING Projekt, d.o.o. by Decision of the District Court of Ljubljana, no. Srg 2008/24505 of 3 July 2008. Under the same decision, the company was renamed to ISTRABENZ GORENJE PROJEKT, svetovanje, projektiranje, inženiring, d.o.o.. • On 22 July 2008 the registration procedure of the company Gorenje Kazakhstan TOO was completed. The company is fully (100%) owned by Gorenje Beteiligungsgesellschaft mbH. • In line with a resolution adopted by the Supervisory Board on 16 July 2008, the Istrabenz Gorenje Group was expanded to include the company BPC, d.o.o.. • Gorenje, d.d. sold its 100% share in GORES, d.o.o. by the conclusion of a share sale agreement signed on 22 August 2008. By virtue of this agreement, GORES, d.o.o. and the companies Gorenje Imobilia d.o.o. and Gorenje Adria Nekretnine are no longer members of the Gorenje Group.
Page 1 and 2: ANNUAL REPORT 2008
Page 3 and 4: LETTER OF THE PRESIDENT OF THE MANA
Page 5 and 6: 5 A review of the operations of man
Page 8 and 9: 8 2008 KEY ACHIEVEMENTS OF THE GORE
Page 10 and 11: FINANCIAL HIGHLIGHTS OF THE GORENJE
Page 12 and 13: 12 2008 EVENTS IN 2008 BUSINESS ACT
Page 14 and 15: 14 2008 REPORT OF THE SUPERVISORY B
Page 16 and 17: 16 2008 The Annual Report of Gorenj
Page 19: CORPORATE GOVERNANCE
Page 23 and 24: 23 Gorenje Budapest Kft., Hungary 1
Page 25 and 26: 25 members of the Management Board,
Page 27 and 28: 27 d. On the Company’s rules on t
Page 29 and 30: 29 of the Management and Supervisor
Page 31: 31 1.3 STATEMENT OF MANAGEMENT RESP
Page 34 and 35: 34 2008 Owing to the intensively ch
Page 37 and 38: BUSINESS REPORT
Page 39 and 40: 39 SLOVENIA • Considerable slowdo
Page 41 and 42: 41 3.2.1 HOME APPLIANCES DIVISION 3
Page 43 and 44: 43 AUSTRIA SCANDINAVIA • Rapid gr
Page 45 and 46: 45 BUSINESS OPERATION OF ATAG EUROP
Page 47 and 48: 47 ENERGY • Sales revenue doubled
Page 49 and 50: 49 3.4 PURCHASING Raw material mark
Page 51 and 52: 51 included a connection to the nat
Page 53 and 54: 53 The appliances have been classif
Page 55 and 56: 55 3.7 PRODUCTION The majority of p
Page 57 and 58: 57 3.9 FINANCIAL MANAGEMENT The uni
Page 59 and 60: 59 Sales risks are associated with
Page 61 and 62: 61 3.10.3 OPERATING RISK MANAGEMENT
Page 63 and 64: 63 3.11 CREATING VALUE FOR SHAREHOL
Page 65 and 66: 65 3.12 BUSINESS PLAN AND ANTICIPAT
Page 67 and 68: 67 3.13 REPORT ON SOCIAL RESPONSIBI
Page 69 and 70: 69 3.13.2 RESPONSIBILITY TO USERS O
Page 71 and 72:
71 The Kemis Group has co-operated
Page 73 and 74:
73 Costs of goods, materials and se
Page 77 and 78:
ACCOUNTING REPORT
Page 79 and 80:
79 Consolidated balance sheet of th
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82 2008 Consolidated statement of c
Page 84 and 85:
84 2008 4.1.1.2 NOTES TO THE CONSOL
Page 86 and 87:
86 2008 (ii) Foreign operations The
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88 2008 tributable to bringing the
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90 2008 or services or for administ
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92 2008 (i) Warranties A provision
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94 2008 that are expected to be app
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96 2008 4. Determination of fair va
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98 2008 hedging of currency risk an
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100 2008 East Europe: Ukraine, Russ
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102 2008 9. Minority interest Minor
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104 2008 The calculation of goodwil
Page 106 and 107:
106 2008 Gorenje Imobilia, d.o.o.,
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108 2008 GEN-I Zagreb, d.o.o. in TE
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110 2008 Other employee benefits ex
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112 2008 and projected on the basis
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114 2008 Movement of intangible ass
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116 2008 Movement of property, plan
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118 2008 Both deferred tax assets a
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120 2008 Net profit or loss is dist
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122 2008 Note 35 - Current financia
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124 2008 Liquidity risk Shown below
Page 126 and 127:
126 2008 31 December 2007 in TEUR N
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128 2008 A portion of hedged items
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130 2008 Note 42 - Business segment
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132 2008 4.1.1.3 POROČILO REVIZORJ
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134 2008 Gorenje Gulf FZE, United A
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136 2008 Gorenje kuhinje, d.o.o., U
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138 2008 Cash flow statement of Gor
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141 Share premium Legal and statuto
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143 (b) Financial instruments (i) N
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145 is based on an independent appr
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147 and work in progress, cost incl
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149 bates. Revenue is recognised wh
Page 151 and 152:
151 The amendments to IFRS 2 are no
Page 153 and 154:
153 The exposure to each type of ri
Page 155 and 156:
155 6. Segment reporting Segment in
Page 157 and 158:
157 Other finance income mostly rep
Page 159 and 160:
159 Note 16 - Property, plant and e
Page 161 and 162:
161 Note 18 - Investments in subsid
Page 163 and 164:
163 Note 20 - Deferred tax assets a
Page 165 and 166:
165 Trade receivables - Group compa
Page 167 and 168:
167 Own shares in the amount of TEU
Page 169 and 170:
169 Maturity of non-current financi
Page 171 and 172:
171 Payables to other suppliers in
Page 173 and 174:
173 31 December 2007 in TEUR Carryi
Page 175 and 176:
175 Interest rate risk The Company
Page 177 and 178:
177 Information on groups of person
Page 179 and 180:
179 • the cost management of raw
Page 181 and 182:
181
Page 183 and 184:
183 ATAG Europe BV Managing Directo
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185 KEMIS, kemični izdelki, predel
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187 Istrabenz Gorenje projekt, svet
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189 Gorenje Bulgaria EOOD Managing
Page 191:
191 REPRESENTATIVE OFFICES Gorenje,
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ANNUAL REPORT 2008 - Gorenje Group

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