ANNUAL REPORT 2008 - Gorenje Group

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of the Management and Supervisory Boards, the annual report in the cases specified
by law, measures for increasing and decreasing the share capital, the appointment of
an auditor, the appointment and recall of members of the Supervisory Board, changes
in status and termination of the Company, as well as on any other matters specified
by law or the articles of association.
In deciding on the appropriation of accumulated profit, the General Meeting of Shareholders
is bound to observe the approved annual report.
The General Meeting of Shareholders decides on the approval of the annual report
only in cases when it has not been approved by the Supervisory Board, or when the
Management Board and the Supervisory Board leave the decision on the approval of
the annual report to the General Assembly of Shareholders. In such cases, the relevant
resolutions of the Management Board and Supervisory Board are to be specified in
the report submitted by the Supervisory Board to the General Meeting of Shareholders.
If the General Meeting of Shareholders makes any changes in the compiled annual
report, which is to be audited in accordance with the provisions of applicable law,
the report shall be repeatedly reviewed by the auditor within two weeks after being
approved at a general meeting.
General meetings are convened by the Management Board in accordance with
applicable law. The Management Board also convenes general meetings at the request
of the Supervisory Board or on the written request of shareholders jointly holding
at least 1/20 (one twentieth) of the share capital. The shareholders’ request is to
specify the purpose and reasons for convening a general meeting. General meetings
are conducted by the Chairman, who, on the proposal of the convener, is elected by
shareholders with an ordinary majority vote.
General meetings are generally convened once a year at the Company’s head office
or at another location, if so decided by the Management Board of the Company. Notice
of a general meeting is to be published at least one month prior to the date of
the general meeting in the DELO newspaper. The notice must specify the agenda and
proposed resolutions under individual items of the agenda. The materials for general
meetings are available for inspection at the head office of the Company.
A shareholder who intends to participate in a general meeting and exercise his/her
voting right shall be required to register his/her attendance at the general meeting
with the Management Board in writing at least three days prior to the date of the general
meeting. A shareholder exercises his/her voting right alone or directly through
his/her lawful representative or proxy, to whom a relevant authorisation has been
granted by the shareholder. The costs of participation in general meetings are covered
by shareholders themselves.
The General Meeting of Shareholders adopts resolutions with a majority of votes cast,
except in cases when a different majority of votes cast is required by law or the articles
of association for a particular resolution, or in deciding on the represented share
capital.
The Company provides for the equal informing of shareholders and the public in
announcements posted in electronic form on the website of the Ljubljana Stock
Exchange in accordance with its rules and instructions, and on the web pages of the
Company (www.gorenje.com) in the Slovenian and English languages. The Company
also publishes announcements in the DELO daily newspaper, which is issued in the
entire territory of the Republic of Slovenia, whenever this is expressly required by
applicable law or other regulations.