Print Graphic

General Meeting of Shareholders

|In 2011 the Company held its 16th general meeting of shareholders, where#58.98%|of all voting rights in the capital were represented.

The General Meeting of Shareholders is the highest body of the Company at which shareholders decide on all issues prescribed by law, the most important being the appropriation of accumulated profit and statutory issues. The General Meeting is generally convened at least once a year by the Management Board. All shareholders have equal rights during voting, as all the Company’s shares comprise a single share class, and each share entitles its holder to one vote. Own shares, which under applicable law do not have voting rights, are an exception. Between fifty and sixty percent of the capital is normally represented at general meetings.

Shareholders may participate in general meetings directly or indirectly by selecting one of the proposed proxies, who collect the authorisations of shareholders in accordance with the law. The option of indirect participation in general meetings, which the Company has provided for several years now, is an incentive in particular for small shareholders to exercise their voting rights. On the last day of 2011, the Company had as many as 19,265 shareholders, of which small shareholders owned 39.02 percent of the capital. Owing to their relatively small investments in shares, direct participation in general meetings is usually not economical for small shareholders (especially for those residing abroad). In addition to voting rights, indirect participation in general meetings also provides for better informing on the convening of general meetings and the contents of resolutions to be adopted.

All information on general meetings of shareholders is provided in a manner ensuring equal informing of shareholders and the interested public via announcements in electronic form on the website of the Ljubljana Stock Exchange in accordance with its rules and instructions, and on the Company’s website, in both Slovenian and English. The Company also publishes information on general meetings in the Delo daily newspaper.

General meetings are closed to the general public, and the entire content and course of meetings are known only to the shareholders present. However, the Company’s resolutions are publicly announced and explained in press releases. The official language of general meetings is Slovenian, but simultaneous interpreting into English or from English into Slovenian is provided.

In 2011 the Company held its 16th General Meeting of Shareholders, which took place on 5 July. The shareholders present represented 58.98 percent of all voting rights in the capital. At this meeting, the Annual Report for the 2010 financial year and the Report of the Supervisory Board on the review of the said report were presented to shareholders. The General Meeting of Shareholders discharged the Management Board and the Supervisory Board of their duties in the previous financial year.

The shareholders appointed an auditor for the 2011 financial year, supported the proposal of the Management and Supervisory Boards that the accumulated profit in the amount of EUR 2,244,820.69 remain unappropriated, and voted in favour of new, lower meeting attendance fees and the introduction of an annual remuneration to members of the Supervisory Board and its committees. The General Meeting also adopted the proposal of Kapitalska družba (KAD) to finance the training of Supervisory Board members, which is urgently required for the performance of their work and is in the interest of the Company, and to pay their membership fees to the Association of Supervisory Board Members of Slovenia. The General Meeting supported the proposal that Gorenje continue to finance the training of members of the Supervisory Board to the extent necessary for the performance of their work, but not their membership fees in the Association of Supervisory Board Members of Slovenia.

The proposal to authorise the Management Board to acquire and dispose of own shares up to a total amount equal to 10 percent of the share capital was not adopted at this general meeting.

No challenging actions were announced at the general meetings held on 5 July 2011 and 3 February 2012.

The next General Meeting of Shareholders will be held on 5 July 2012.