ANNUAL REPORT 2008 - Gorenje Group

ANNUAL REPORT 2008 - Gorenje Group 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.

21<br />

• On 16 January <strong>2008</strong>, <strong>Gorenje</strong>, d.d. established GORES, d.o.o., a real estate management<br />

company.<br />

• On 16 January <strong>2008</strong>, <strong>Gorenje</strong>, d.d. established GORENJE PROJEKT, inženiring,<br />

d.o.o. and is the full (100%) owner of this company.<br />

• On 31 March <strong>2008</strong>, Istrabenz <strong>Gorenje</strong>, d.o.o. established the company Vitales Nova<br />

Gorica, d.o.o., whose principal activity is trading in refined biomass.<br />

• On 16 April <strong>2008</strong>, <strong>Gorenje</strong>, d.d. sold its 100% ownership share in <strong>Gorenje</strong> Imobilia<br />

d.o.o. and GORES, d.o.o..<br />

• On 22 April <strong>2008</strong>, an agreement was signed on the acquisition of a share in Avtomatizacija,<br />

d.o.o.. Following its entry in the court register, the company was renamed<br />

Istrabenz <strong>Gorenje</strong> Avtomatizacija procesov, d.o.o., and is fully (100%) owned by<br />

Istrabenz <strong>Gorenje</strong>, d.o.o..<br />

• On the basis of a share transfer agreement concluded on 25 April <strong>2008</strong>, <strong>Gorenje</strong>,<br />

d.d. purchased a 26-percent share in ECONO Projektiranje, d.o.o. from the company<br />

ERICo, d.o.o.<br />

• On 2 May <strong>2008</strong>, <strong>Gorenje</strong>, d.d. sold its 100% ownership share in <strong>Gorenje</strong> Adria Nekretnine,<br />

d.o.o. to the company GORES, d.o.o..<br />

• Pursuant to an agreement on the purchase of a 100% share in the Dutch company<br />

ATAG Europe B.V. concluded on 10 June <strong>2008</strong> with the seller Home Products Europe<br />

B.V., <strong>Gorenje</strong>, d.d. paid part of the purchase price in the form of own shares on<br />

26 June <strong>2008</strong>. Pursuant to the previously mentioned agreement and in line with the<br />

resolution of the General Meeting of Shareholders adopted on 4 July 2005, <strong>Gorenje</strong>,<br />

d.d. alienated 1,070,000 of its own shares bearing the designation GRVG in favour<br />

of Home Products Europe B.V., which represents 7.6265% of all voting rights in<br />

<strong>Gorenje</strong>, d.d.. At the time of share disposal, the price of the GRVG share amounted to<br />

€36.83, which is equal to the half-year average daily price of shares on the Ljubljana<br />

Stock Exchange. In accordance with the agreement of 27 June <strong>2008</strong>, <strong>Gorenje</strong>, d.d.<br />

has a controlling influence over the entire business operation of this company as of<br />

1st July <strong>2008</strong>. As of this date, the Company is obliged to include the acquired company<br />

in the consolidated financial statements of the <strong>Gorenje</strong> <strong>Group</strong>.<br />

• <strong>Gorenje</strong> Notranja oprema has, with the purchase of a capital share in the company<br />

Radolad from Kiev and a subsequent, contractually agreed capital increase in the<br />

said company, acquired a 70% ownership share in the company and changed its<br />

name to <strong>Gorenje</strong> Kuhinje Kiev.<br />

• On the basis of a paid cash contribution, Istrabenz <strong>Gorenje</strong>, d.o.o. acquired a 50%<br />

share in ING Projekt, d.o.o. by Decision of the District Court of Ljubljana, no. Srg<br />

<strong>2008</strong>/24505 of 3 July <strong>2008</strong>. Under the same decision, the company was renamed<br />

to ISTRABENZ GORENJE PROJEKT, svetovanje, projektiranje, inženiring, d.o.o..<br />

• On 22 July <strong>2008</strong> the registration procedure of the company <strong>Gorenje</strong> Kazakhstan<br />

TOO was completed. The company is fully (100%) owned by <strong>Gorenje</strong> Beteiligungsgesellschaft<br />

mbH.<br />

• In line with a resolution adopted by the Supervisory Board on 16 July <strong>2008</strong>, the<br />

Istrabenz <strong>Gorenje</strong> <strong>Group</strong> was expanded to include the company BPC, d.o.o..<br />

• <strong>Gorenje</strong>, d.d. sold its 100% share in GORES, d.o.o. by the conclusion of a share sale<br />

agreement signed on 22 August <strong>2008</strong>. By virtue of this agreement, GORES, d.o.o.<br />

and the companies <strong>Gorenje</strong> Imobilia d.o.o. and <strong>Gorenje</strong> Adria Nekretnine are no<br />

longer members of the <strong>Gorenje</strong> <strong>Group</strong>.

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