ANNUAL REPORT 2008 - Gorenje Group

28
2008
a. the authorisation for the acquisition of own shares shall be valid for 18 months after
the date of issue;
b. the authorisation applies to the acquisition of own shares up to a total amount of
1,403,000 shares of the Company, which represents 10% of the Company’s share
capital and includes own shares already owned by the Company on the date of issue
of this authorisation;
c. in the event of acquiring shares through dealings on the organised capital market,
the Company may acquire its own shares at their current market price;
d. If the Company does not acquire shares through dealings on the organised capital
market, the price of a share thus acquired may not be lower than the carrying
amount of such share determined on the last day of the year preceding the acquisition,
and may not exceed a price that is higher than the average daily price of the
Company’s shares in the past 12 months before the date of the general meeting at
which a relevant resolution was adopted thereon, increased by not more than 25%.
e. the Company may utilise the shares acquired by virtue of this and previous authorisations
for the following purposes and under the following conditions:
• in exchange for minority interests in the subsidiaries of the Gorenje Group,
• in exchange for interests in other companies engaged in activities identical to
the principal activities of the Gorenje Group on the basis of prior approval of the
Supervisory Board of the Company, or
• for possible sale to a strategic partner engaged in activities identical to the principal
activities of the Gorenje Group on the basis of prior approval of the Supervisory
Board of the Company.
f. the pre-emptive right shall be excluded in the alienation of shares, if the shares are
disposed for the purposes and under the conditions specified in this authorisation;
g. the Management Board shall, at the first next general meeting after the date of
a possible alienation of own shares, inform shareholders on the disposal of own
shares and present the opinion of an independent financial advisor on the justness
of the disposal of own shares from the Company’s perspective.
IV. General Meeting and Rights of Shareholders
The share capital of the Company amounts to EUR 58,546,152.56 and is divided into
14,030,000 ordinary, freely transferrable, registered, no par value shares. All shares
have been fully paid in. All shares are of the same class and are issued in dematerialized
form. In accordance with applicable laws and implementing regulations, the
shares are entered in the central register of the Central Securities Clearing Corporation,
Ljubljana. The rights attached to shares may be transferred by reposting in the
central register of the Central Securities Clearing Corporation, Ljubljana. Only persons
entered in the share register kept for the Company by the Central Securities Clearing
Corporation, Ljubljana shall be deemed shareholders.
A share entitles its holder to one vote at general meetings of shareholders, a
proportional part of the accumulated profit distributed among shareholders
(dividends), and a proportional part of the property remaining from the bankrupt’s or
liquidation estate in the event that a bankruptcy or liquidation procedure is initiated
against the Company.
The Company may acquire its own shares under the conditions specified by law and
on the basis of authorisation granted to the Management Board of the Company for
the acquisition and disposal of own shares under item III.f.
The shareholders exercise their rights at general meetings of shareholders, where
they adopt resolutions on the articles of association and any amendments thereto, the
appropriation of accumulated profit and the granting of discharges to the members