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PIVOVARNA LAŠKO ANNUAL REPORT 2009
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P I V O V A R N A L A Š K O A N N U A L R E P O R T
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1. INTRODUCTION 4
1.1 Statement by the manager 5
1.2 Report of the Supervisory Board for the year 2009 6
1.3 Significant performance highlights of Pivovarna Laško Group 12
1.4 Performance highlights of Pivovarna Laško, d. d. 15
1.5 Vision, mission and strategic objectives 18
1.6 Presentation of Pivovarna Laško Group 20
1.7 Presentation of the parent company Pivovarna Laško, d. d. 22
1.8 An overview of the most significant events in 2009 23
2. BUSINESS REPORT 26
2.1 Corporate governance 27
2.2 Statement on corporate governance and compliance with the Code 36
2.3 Report on subordination according to Article 545 of the Companies Act ZGD-1 40
2.4 Shareholders and the impact of economic and other trends on business
operations 52
2.5 Sale 62
2.6 Supply flows 67
2.7 Production 68
2.8 Investments 72
2.9 Performance analysis 76
2.10 Risk management 91
2.11 Marketing activities 96
2.12 Plans for 2010 and development strategy 99
2.13 Events after the fiscal year 101
2.14 Events preceding fiscal year 2009 103
3. SUSTAINABLE DEVELOPMENT 106
3.1 Employees 107
3.2 Communication 114
3.3 Responsible attitude towards the social environment 116
3.4 Environmental protection 117
C O N T E N T S
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4. FINANCIAL REPORT 122
4.1 Audited non-consolidated financial statements of Pivovarna Laško, d. d. 123
4.1.1 Statement of financial position 123
4.1.2 Profit And Loss Statement 125
4.1.3 Statement of other comprehensive income 126
4.1.4 Statement of changes in equity for 2009 127
4.1.5 Statement of changes in equity for 2008 128
4.1.6 Statement of cash flows 129
4.1.7 Covering the loss for the fiscal year 130
4.1.8 Explanatory notes to non-consolidated financial statements 130
4.1.9 Statement of the management 180
4.1.10 Independent auditor’s report 182
4.2 Audited consolidated financial statements of Pivovarna Laško Group 184
4.2.1 Consolidated statement of financial position 184
4.2.2 Consolidated Profit And Loss Statement 186
4.2.3 Consolidated statement of comprehensive income 187
4.2.4 Consolidated statement of changes in equity for 2009 188
4.2.5 Consolidated statement of changes in equity for 2008 189
4.2.6 Consolidated statement of cash flows 190
4.2.7 Explanatory notes to consolidated financial statements 191
4.2.8 Statement of the management 241
4.2.9 Independent auditor’s report 242
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1.I N T R O D U C T I O N
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S t a t e m e n t b y t h e m a n a g e r
Dear shareholders, business partners and valued colleagues!
A year of major changes is behind us. The company has been operating under tight market conditions,
and there was a drop in consumption, but we have still managed to maintain the leading position in the
market and pursue the strategic objectives that we set. Pivovarna Laško Group has managed to further en-
hance the market position of more than 30 leading brands in the market of beers, waters, juices and other
soft drinks. We remain a leading company in most significant categories of beverages. Our goals also remain
ambitious for the year 2010, particularly in both the field of beverage sales, and in optimum and efficient
brand management and financial reconstruction of the company.
GOOD BUSINESS DESPITE THE ECONOMIC CRISISIn 2009 Pivovarna Laško Group sold 4.6 million hectolitres of beverages on both domestic and foreign
markets, more than 21 percent of which went to export. This generated EUR 327 million of net sales revenue
and EUR 55.7 million of net cash flow (EBITDA). We have reduced the cost of goods, material and services
by nearly EUR 40 million, but the operating profit is negative due to write-offs and high levels of financial
expenditure. At the end of 2009 Pivovarna Laško Group employed 1,931 people.
PIVOVARNA LAŠKO GROUP ALSO ACTIVE IN THE FUTURE IN ENVIRONMENTAL PROJECTS
In 2009 a lot of attention was focused on environmental policy and efficient use of materials and energy,
and we have continued with our corporate social responsibility policy. Our company has actively supported
the efforts of non-governmental organizations to change the Slovenian regulations on packaging waste in
such a way that the system stimulates reusable packaging. We have also started with projects whose aim is
to significantly reduce the environmental footprint of the company. Pivovarna Laško Group also continues
our tradition of active participation with the local communities in which our associated companies operate.
WITH SALES INCREASE, ALSO FINANCIAL RECONSTRUCTION OF THE GROUPIn 2010 the company will intensify its work in the area of the company's financial reconstruction and
at the same time strive for intense development of the company's core activity—that is, the production of
beverages. We plan to increase the sale of beverages, which is quite a realistic goal in the slowly recovering
market. Further improvement of business results is expected in foreign markets. Pivovarna Laško Group
will continue to disinvest in those areas that do not represent its core activity or strategic investments. In so
doing, the company counts on close cooperation with the owners.
EVEN MORE SUCCESSFUL IN 2010Despite the complex situation the company will be facing for the following few years, we firmly believe
the company will grow stronger and more successful in the year 2010 also in terms of the company's profit
and loss. A key role in restructuring the company will be played by you, the shareholders, who trust us and
support us in implementing the company's strategy. Pivovarna Laško Group's mission is still to create bran-
ds with added value for our customers and shareholders. With responsible and environmentally friendly
business dealings, our company strives to achieve excellent results in a better world.
Dušan Zorko, MSc.
company manager
1.1
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R e p o r t o f t h e S u p e r v i s o r y B o a r d f o r t h e y e a r 2 0 0 9
The Supervisory Board of Pivovarna Laško, d. d. (hereinafter: Supervisory Board) hereby, in accordance
with Article 282 of the Companies Act (hereinafter: ZGD-1), submits a report to the general meeting of share-
holders, with which it presents the one-year operation of the aforementioned Supervisory Board. The Super-
visory Board shall carefully and diligently examine the report of the company's Management Board and the
audit report, as well as the proposal of the Management Board with regard to covering the accumulated loss.
OPERATION OF THE SUPERVISORY BOARD
In the year 2009 the Supervisory Board acted as consisting of Mr Boris Završnik, chairman of the Supervi-
sory Board (until 23 April 2009), Mr Iztok Seničar, member (until 10 July 2009), Mr Simon Zdolšek, mem-
ber (until 17 June 2009), and Mr Anton Turnšek, member—representatives of capital; and Mr Bojan Košak
and Mr Andrej Kebe, vice chairman of the Supervisory Board—workers’ representatives. In place of the first
three representatives of capital, whose terms of office either expired (Mr Simon Zdolšek) or terminated ba-
sed on deeds of assignment (to Mr Boris Završnik due to business commitments abroad, to Mr Iztok Seničar
due to business needs in the parent company), the general meeting of shareholders as at 31 August 2009
elected three new members for a four-year term of office—Mr Aleksander Svetelšek, Mr Marjan Mačkošek
and Dr Vladimir Malenković—and as at 17 June 2010 for a new four-year term of office, Mr Anton Turnšek.
The Supervisory Board on the day of 23 July 2009 elected Mr Anton Turnšek as the new chairman of the
Supervisory Board for the period from 23 July 2009 until 16 June 2010.
In the year 2010 the Supervisory Board met at eight regular meetings, which indicates increased activity,
particularly after 18 June 2009, when a criminal investigation of individual transactions was implemented
on the business premises of Pivovarna Laško, as well as Pivovarna Union and Radenska. Since then, the Su-
pervisory Board, consisting of three members, met at four sessions, until all seats were filled at the general
meeting of shareholders as at 31 August 2009.
At the ninth session, which was held on 23 July 2009, the Supervisory Board, consisting of Mr Anton
Turnšek, Mr Bojan Košak and Mr Andrej Kebe, took note of the deed of assignment submitted by Mr Iztok
Seničar and considered the appointment of the chairman of the Supervisory Board, as well as the change in
the Management Board. As at 23 July 2009 until the expiry of the existing term of office (16 July 2010), the
remaining three members of the Supervisory Board appointed Mr Turnšek as the chairman of the Supervi-
sory Board; namely, the term of office of the previous chairman of the Supervisory Board, Mr Boris Završnik,
expired as at 23 April 2009. In addition, the Supervisory Board requested that the company manager, Mr
Boško Šrot, submit his deed of assignment. At this particular session the Supervisory Board received an
irrevocable deed of assignment from the company manager, Mr Boško Šrot, and removed him from his
managerial function effective as at 23 July 2009; the Supervisory Board concluded with Mr Šrot an agree-
ment on early termination of the contractual relationship effective the very same day. As at 24 July 2009, the
Supervisory Board of the company appointed Dušan Zorko, MSc., as manager of Pivovarna Laško, d. d., for
a five-year term of office.
The Supervisory Board has been monitoring the business operations of the company with due care and
diligence at all times. Already at the fourth session in the year 2008, as at 20 June, the Supervisory Board
requested from the Management Board explanations regarding the changes in equity in parent companies.
At the aforementioned session, the Management Board submitted an extensive legal opinion with regard to
this subject, which was drafted by the Institute for Economic and Corporate Governance IECG Maribor, and
was prepared by Dr Borut Bratina and Dr Dušan Jovanovič and by Andreja Primec, MSc.. At the same time
the Management Board briefed the Supervisory Board on another legal opinion under construction, which
was submitted later at the fifth regular meeting as at 28 August 2008. This opinion was implemented by le-
gal experts, Dr Miha Juhart and Dr Peter Grilc. At this particular session the Supervisory Board by extending
the agenda once again requested the Management Board to submit a report on the alleged financing of the
takeover of Pivovarna Laško, d. d., with the resources of Pivovarna Laško, d. d., and its affiliated companies.
Based on the two legal opinions, a report on the financial transactions of the parent company in the years
2006, 2007 and 2008, and verbal assurances from the Management Board, the Supervisory Board conclu-
ded that the takeover of Pivovarna Laško, d. d., was not funded by Pivovarna Laško, d. d., or by its affiliated
companies, and that there were no adverse dealings and business operations.
Upon the acceptance of the annual report for the fiscal year 2008 at the eighth meeting of 23 April 2009,
1.2
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the Supervisory Board became aware of a warning paragraph in an otherwise positive opinion of the auditor
relating to loans to related parties whose repayment is dependant on cash flows generated by related parties
and an agreement with creditor banks. The warning referred to loans made to the related companies Center
Naložbe, d. d., and Infond Holding, d. d. The value of these loans as at 31 December 2008 was EUR 31.4 mil-
lion; they were made by affiliated companies: Radenska, d. d., in the amount of EUR 13.5 million, Pivovarna
Union, d. d., in the amount of EUR 11.5 million, and Fructal, d. d., in the amount of EUR 6.6 million. At 31
March 2009 the value of these loans already amounted to EUR 83.95 million.
Based on this warning, the Supervisory Board began to acquire additional information. The Management
Board kept affirming that all the loans made from the Pivovarna Laško Group would be paid and that no
business was either conducted illegally or illegitimately, and that no adverse actions were caused by the Ma-
nagement Board of the company Pivovarna Laško, d. d.
At 3 June 2009, the Supervisory Board become aware of the possibility that loans by the companies Center
Naložbe, d. d., and Infond Holding, d. d., would not be settled, when Nova Ljubljanska Banka, d. d., failed to
reprogram the loan to Infond Holding, d. d. Due to the proprietary integration of the manager of the com-
pany Pivovarna Laško, d. d., Mr Boško Šrot, with the companies Center Naložbe, d. d., and Infond Holding,
d. d., which were in direct ownership via the company Atka-Prima, d. o. o., and Kolonel, d. o. o., and with that
the potential conflict of interest, the Supervisory Board at its meeting of 23 July 2009 requested that the ma-
nager, Mr Boško Šrot, resign his post as the manager of the company Pivovarna Laško, d. d. At this meeting
the Supervisory Board then received and accepted an irrevocable deed of assignment and removed Mr Šrot.
Until then, the Supervisory Board had no facts upon which to decide his culpable dismissal.
At the tenth meeting on 29 July 2009, the Supervisory Board adopted relevant conclusions on the conve-
ning of the general meeting of shareholders of Pivovarna Laško, d. d., which took place at 31 August 2009.
The Supervisory Board began by obtaining information from the new director, Mr Dušan Zorko, on the ma-
nagement of individual business dealings, with which the previous management had failed to acquaint him.
The Supervisory Board at its 11th meeting, held on 10 August 2009, considered the financial situation of
Pivovarna Laško, d. d., and the companies from Pivovarna Laško Group, and got acquainted with the results
of the audit investigation initiated, which was conducted by order of the new management by the audit com-
pany Deloitte Revizija, d. o. o.
At the 12th meeting of 31 August 2009, the Supervisory Board with regard to the resulting financial situa-
tion, began to discuss the need to start procedures for financial restructuring with the objective to maintain
the beverage industry.
To complete filling the Supervisory Board with newly elected members representing capital—Mr Aleksan-
der Svetelšek, Mr Marjan Mačkošek and Dr Vladimir Malenković—the Supervisory Board's 13th meeting was
held on 11 September 2009. At this meeting, the Supervisory Board noted the report of the audit company
Deloitte on the investigation of the interim financial information, and from this the resulting financial situa-
tion, and adopted two important conclusions: namely, that prior to key business decisions the management
shall be obligated to obtain the consent of the Supervisory Board, and the management shall begin by pre-
paring the project of financial restructuring and integration of the companies from Pivovarna Laško Group.
Consideration of the possibilities of financial restructuring continued at the next Supervisory Board mee-
tings held on 23 November 2009 and 15 December 2009 and also in 2010 (on 18 February and 30 March).
At the 14th meeting held on 23 November 2009, the members of the Supervisory Board got acquainted
with the report on evaluation of companies in Pivovarna Laško Group as at 30 June 2009, which was made
by the company P&S Capital, d. o. o., Ljubljana. At this meeting, the Supervisory Board took note of the
reports of dependence of subsidiaries as well as of Pivovarna Laško, d. d., with additional explanations by
Pivovarna Laško, d. d. management or the manager of Pivovarna Laško, d. d., Mr Dušan Zorko. He explai-
ned to the members of the Supervisory Board that the subsidiaries were concluding transactions on the
instructions of the former management of the controlling company within the framework of an actual multi-
stage group of companies. The subsidiaries Pivovarna Union, d. d., Radenska, d. d., Fructal, d. d., and Delo,
d. d., stated in their reports on dependences that their business transactions were concluded according to the
instructions of the former management of Pivovarna Laško, d. d., Mr Boško Šrot. Pivovarna Laško, d. d., did
not recognize business transactions from these reports. Pivovarna Laško, d. d., as the controlling company,
had no financial gain from these business transactions, and these individual transactions were in the interest
of the superiors at that time of the controlling companies. Pivovarna Laško, d. d., also concluded business
transactions stated in the report on dependence, which it concluded based on the decisions of the former
manager, Mr Boško Šrot, and in the interest of the superiors at that time and the controlling companies.
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The Supervisory Board will support any actions for damages against the former director of the company, Mr
Boško Šrot, if it can be proven that detriment to the company occurred in individual transactions.
It should be noted that at the 17th meeting, held on 30 March 2010, the Supervisory Board addressed and
got acquainted with the Report on the findings of a special management review of individual transactions
of Pivovarna Laško Group, d. d., which was prepared by the auditing company BDO Revizija, d. o. o., Lju-
bljana, and the Board will inform the general assembly of shareholders of the company about this report.
The Supervisory Board has, based on the findings of the company management that other transactions were
carried out, which were in content terms related to those addressed and were not included in the report
by the special management review, recommended that the Management Board carry out a review of these
individual transactions.
Otherwise, members of the Supervisory Board received monthly reports on the business operations of
Pivovarna Laško, d. d., on a regular monthly basis, and also reports on the business operations of Pivovarna
Laško Group. The Supervisory Board of Pivovarna Laško, d. d., has regularly discussed the implementation
of plans and ongoing operating results of the parent company, as well as of Pivovarna Laško Group, within
the framework of information prepared by the Management Board of the company.
THE MOST IMPORTANT ASPECTS OF THE BUSINESS OPERATIONS OF PIVOVARNA LAŠKO, D. D., AND PIVOVARNA LAŠKO GROUP WERE THE FOLLOWING:
• Regular business operations of the parent company Pivovarna Laško, d. d., as well as Pivovarna Laško
Group for the fiscal year 2009 were successful despite the known general economic conditions, namely,
the operational costs were substantially reduced.
• Pivovarna Laško generated EUR 99,662,537 of sales revenue, which is 8.11 percent less than the previous
fiscal year. Profit from the operations of Pivovarna Laško, d. d. was EUR 16.9 million, which is 23.85
percent more than the previous fiscal year. The company indicated EUR 23.8 million EBITDA, which is
9.72 percent more than in the previous year.
• Net loss for the fiscal year, disclosed in the amount of EUR 44.9 million, is the result of weakening in-
vestments, debt write-offs, loans and guarantees given for loans in the total amount of EUR 18.2 million
in Jadranska Pivovara – Split, d. d., due to the impairment from loans granted including the accrued
interest to the companies Center Naložbe, d. d., and Infond Holding, d. d., in the total amount of EUR
7.7 million; impairment of the investment in the affiliated company Delo, d. d., in the amount of EUR
28.3 million; impairment of the investment into the company Thermana, d. d., in the amount of EUR
5.3 million; and investment in the company Elektro Gorenjska in the amount of EUR 0.4 million. The
company also disclosed financial expense from impairments from the guarantee granted in shares of
Radenska (345,304 RARG) for loans taken by the then-parent company Center Naložbe, d. d., in the
amount of EUR 3.6 million.
• The Supervisory Board discussed and took note of possible scenarios for the financial restructuring of
Pivovarna Laško, d. d., and Pivovarna Laško Group, presented by the Management Board.
• In 2009 Pivovarna Laško, d. d., sold 1,011,539 hectolitres of drinks, of which 96.8 percent were beer,
which is almost the same as the previous year. Of those sales Pivovarna Laško sold 21.1 percent on foreign
markets, on which the share of export into the countries of the former Yugoslavia is decreasing; however,
exports to the markets of Italy and Austria are increasing.
• Pivovarna Laško Group is disclosing in 2009 a consolidated loss of EUR 162.1 million. Gross impair-
ments of the Group total EUR 199 million; taking into account the deferred tax assets, the net amount of
the impairment totals EUR 165 million.
• Pivovarna Laško Group sold 4,552,891 hectolitres of beverages, which is 9.2 percent less than in 2008.
The Group generated EUR 273.4 million in revenues from the sale of beverages, and generated EUR 327
million in net revenues with the company Delo, which is 9.17 percent less than in 2008.
• Pivovarna Laško Group generated EUR 5.2 million of consolidated operating loss. Impairments amount
to EUR 165 million. The Group disclosed EUR 55.7 million EBITDA, which is 39.74 percent more than
in the year before.
• Pivovarna Laško Group continues with synergistic activities in the fields of supply, sale, informatics,
human resources and other business functions. Comparisons with similar companies on a global basis
indicate that the operating results of the company Pivovarna Laško Group are approaching comparison
with the most successful companies from the branch of beverages in the region and in Europe.
• In 2009 Pivovarna Laško Group employed 1,931 workers, which is 7.61 workers fewer than in 2008.
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WORK OF THE AUDIT COMMITTEE OF THE SUPERVISORY BOARD
The Audit Committee was established on 2 March 2009 and first met at a meeting held on 23 April 2009.
The president of the Commission was Mr Simon Zdolšek until the expiry of his term of office; other mem-
bers of the Commission were Mr Bojan Košak and Mr Marko Koleša. The Supervisory Board appointed a
new member only after the election of new supervisors, namely, Mr Marjan Mačkošek, who has also been ac-
ting as the chairman of the Audit Committee since 30 March 2010. The Commission also met at another me-
eting held on 29 March 2010, when it was acquainted with the unaudited unconsolidated and consolidated
financial statements for the year 2009 and with the special audit report. The Audit Commission proposed
that the Supervisory Board recommend to the Management Board a review of individual transactions which
were in terms of content related to those considered in the special audit report, but the aforementioned audit
failed to review them. On 21 April 2010 the Audit Commission got acquainted with the complete material of
the audited annual report of the parent company and Pivovarna Laško Group for the year 2009, examined
it, and also got acquainted with the additional explanations of the certified auditor. Based on these data the
Audit Committee found that the company is threatened with insolvency, and that is why it made a proposi-
tion to the Supervisory Board to adopt appropriate decisions, with which it shall require the management
of the company to adopt relevant measures for remedying the financial situation of the company. The Audit
Commission made a proposal to the Supervisory Board to confirm the annual report of the company and
Pivovarna Laško Group for the year 2009, as well as the auditor's report for the year 2009.
VERIFICATION OF THE ANNUAL REPORT OF THE MANAGEMENT BOARD FOR THE FISCAL YEAR 2009
The Supervisory Board, at its 18th meeting held on 23 April, discussed the audited annual report of the
management for the fiscal year 2009, which was audited by the company Deloitte Revizija, d. o. o., Ljubljana.
The audit relates to the parent company Pivovarna Laško, d. d., and Pivovarna Laško Group.
In examination of the enclosed annual report for the year 2009, the Supervisory Board considered the
following factors:
• The negative operating result is mainly due to the impairment of investments and write-offs, which were
based on individual transactions of the previous management of Pivovarna Laško, d. d.
• Business operations of Pivovarna Laško, d. d., and Pivovarna Laško Group for 2009 are within the limits
of the expected. The operating results represent the results of deteriorating economic trends in the envi-
ronment, but are satisfactory due to cost reductions.
• The Supervisory Board, in the context of the data prepared by the Management Board, regularly monito-
red the management and operations of the company and checked its business performance on a regular
basis; the Management Board has been reporting to the members of the Supervisory Board about the
current operating results of the parent company and the Group on a regular monthly basis.
• The audit company Deloitte Revizija, d. o. o., Ljubljana, issued on 31 March 2010 a positive opinion on the
business operations of the company Pivovarna Laško, d. d. and Pivovarna Laško Group for the year 2009.
When discussing the audit report, the Supervisory Board paid particular attention to the auditor's note on
liquidity risk, when he states that the circumstances described suggest a relevant uncertainty for which there
is a doubt about the company's ability to continue as a going concern. Therefore, the Supervisory Board at
its meeting confirmed the starting points of the new business model and reorganization of the companies
from Pivovarna Laško Group (contractual group of companies and organizational mode) and confirmed the
starting points of the growth strategy of companies from Pivovarna Laško Group until 2014 (drinks segment),
which was prepared and submitted by the company management as actions for the reconstruction of the
company's financial situation.
Based on the activities and factors and by the management's detailed verification of the submitted annual
report for 2009, the Supervisory Board concluded the following:
• That the annual report of Pivovarna Laško, d. d., and Pivovarna Laško Group for 2009 is set transparently
and clearly;
• That the annual report of Pivovarna Laško, d. d., and Pivovarna Laško Group for 2009 discloses a realistic
and a fair view of assets, liabilities, the financial situation and the profit of Pivovarna Laško, d. d., and
Pivovarna Laško Group.
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• The Supervisory Board has no objections to the annual report for the year 2009 submitted by the ma-
nagement, and that is why it has accepted it in the proposed text at its 18th regular meeting held on 23
April 2010.
COVERING THE ACCUMULATED LOSS
The Supervisory Board agrees with the proposal made by the management that the net loss for the fiscal
year 2009 in the amount of EUR 44.9 million be covered from the following components of equity: other
profit reserves in the amount of EUR 6.2 million, statutory reserves in the amount of EUR 21.9 million and
capital surplus in the amount of EUR 16.8 million.
CONCLUSION
The Supervisory Board of Pivovarna Laško, d. d., hereby notes that the management began to rehabilitate
the company's operations in the second half of 2009. The management thus met the expectations of the
Supervisory Board, and that is why the Supervisory Board:
• at its regular meeting held on 23 April 2010 accepted in the proposed form the audited annual report for
the fiscal year 2009, submitted to it by the company management;
• agreed with the management's proposal regarding covering the net loss; and
• proposed to the general meeting of shareholders that it, upon the adoption of the decision on covering
the net loss, grants a discharge for operations in the year 2009 to the company management, and to the
manager Dušan Zorko, MSc., who has been acting as the manager since 24 July 2009, as well as to the
Supervisory Board of the company Pivovarna Laško, d. d., while not granting a discharge to the former
management of the company, Mr Boško Šrot, who led the company until 23 July 2009.
Anton Turnšek
Chairman of the Supervisory Board
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S i g n i f i c a n t p e r f o r m a n c e h i g h l i g h t s o f P i v o v a r n a L a š k o G r o u p
SALES REVENUES AND OPERATING PROFIT INCLUDING DEPRECIATION (EBITDA)
0
112.5
225.0
337.5
In E
UR
mil
450.0 Net sales revenues
EBITDA
2007 2008 2009
22.855.463.0
327.0360.0
330.1
Net sales revenues
EBITDA
In 2009 sales revenues decreased by 9.2 %, and the operating profi t including depreciation (EBITDA)
decreased by 58.9 %.
RETURN ON ASSETS (ROA) AND RETURN ON EQUITY (ROE)
Return on Equity (ROE)
Return on Assets (ROA)
-30.0
-20.8
-11.7
-2.5
6.7
15.8
25.0
2007 2008 2009
-10.1
-1.3
9.9
-29.5
-3.5
20.3
in %
Return on Equity (ROE)
Return on Assets (ROA)
1.3
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IMPORTANT INFORMATION ON PIVOVARNA LAŠKO GROUP OPERATIONS
( in EUR ) 2007 2008 2009
Net sales revenues 330,062,922 360,028,307 327,026,846
Net profit 61,290,469 3,855,582 -162,099,646
Net cash flow1 92,113,003 33,572,006 -134,099,464
EBIT 32,204,011 25,700,173 -5,229,918
EBITDA 63,026,545 55,416,597 22,770,264
Long-term assets 595,776,889 624,040,291 564,998,357
Short-term assets 200,614,291 187,235,021 116,797,789
Equity 322,929,993 295,977,383 162,594,380
Long-term liabilities 206,291,365 248,182,776 136,988,946
Short-term liabilities 267,169,822 267,115,153 382,212,820
1Net profit including depreciation
INDICATORS
2007 2008 2009
Net profit from sales revenues 18.6 % 1.1 % -49.6 %
EBIT share in sales revenues 9.8 % 7.1 % -1.6 %
EBITDA share in sales revenues 19.1 % 15.4 % 7.0 %
Return on equity (ROE)2 20.3 % -3.5 % -29.5 %
Return on assets (ROA)3 9.9 % -1.3 % -10.1 %
Liabilities/equity 1.466 1.741 3.193
2Net profit/average state of equity in the period
3Net profit/average state of assets in the period
NUMBER OF EMPLOYEES
2007 2008 2009
Employees as at 31.12. 1,734 1,620 1,462
*2,208 *2,090 *1,931
*Including the employees of the company Delo, d. d.
EXPORT SHARE IN THE TOTAL SALE OF PIVOVARNA LAŠKO GROUP BEVERAGES
( in hl ) 2007 2008 2009
Total sale of beverages 5,070,584 5,017,664 4,552,891
Export 1,156,187 1,111,450 983,381
Share (in %) 22.8 22.2 21.6
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P l a n s f o r 2 0 1 0
TOTAL SALE OF BEER, WATER, SOFT DRINKS AND OTHER ALCOHOLIC BEVERAGES AND PLANS FOR THE FORTHCOMING YEAR
ONOSNOST SREDSTEV (ROA) IN LASTNIŠKEGA KAPITALA (ROE)
Juice, syrup
Water
Beer
Other alcohol
0
750,000
1,500,000
2,250,000
in h
ecto
litre
s
3,000,000
2008 2009 Plans 2010
Juice, syrup
Water
Beer
Other alcohol
( in hl ) 2008 2009 Plans 2010
Juice, syrup 1,505,780 1,421,936 1,423,445
Water 1,273,569 1,146,434 1,183,525
Beer 2,229,024 1,975,579 1,952,050
Other alcohol 9,291 8,942 7,875
Total 5,017,664 4,552,891 4,566,895
( in % ) 2008 2009 Plans 2010
Juice, syrup 30.0 31.2 31.2
Water 25.4 25.2 25.9
Beer 44.4 43.4 42.7
Other alcohol 2 2 2
Total 100.0 100.0 100.0
In the business year 2010, Pivovarna Laško Group expects a sale of 4,567 million hectolitres of all types
of drinks, which is nearly equal to sales in 2009. Our plan was set optimistically, since we are planning an
increased sale to foreign markets.
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P e r f o r m a n c e h i g h l i g h t s o f P i v o v a r n a L a š k o , d . d .
SALES REVENUES AND OPERATING PROFIT INCLUDING DEPRECIATION (EBITDA)
Net sales revenues
EBITDA
0
32.5
65.0
in E
UR
mil.
97.5
130.0
2007 2008 2009
23.821.527.0
99.7108.5108.6
Net sales revenues
EBITDA
In 2009 sales revenues compared to the previous year decreased by 8.1 %, while the operating profi t inclu-
ding depreciation (EBITDA) increased by 10.8 %.
RETURN ON ASSETS (ROA) AND RETURN ON EQUITY (ROE)
Return on Equity (ROE)
Return on Assets (ROA)
-30.0
-24.0
-18.0
-12.0
in %
-6.0
0
6.0
2007 2008 2009
-10.1
-1.35.5
-29.5-3.5
5.3Return on Equity (ROE)
Return on Assets (ROA)
1.4
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NET PROFIT AND MARKET CAPITALIZATION
Net profit
Market capitalization in the end of the period
-45.0
-35.0
Net
pro
fit in
EU
R m
il.
Mar
ket c
apita
lisat
ion
in E
UR
mil.
-25.0
-15.0
-5.0
5.0
15.0
2007 2008 2009
0
200
400
600
800
1,00012.1
-6.1 -45.0
759
420
237
IMPORTANT INFORMATION ON PIVOVARNA LAŠKO, D. D., OPERATIONS
( in EUR ) 2007 2008 2009
Net sales revenues 108,612,383 108,463,850 99,662,537
Net profi t 12,148,067 -6,094,056 -44,973,818
Net cash fl ow1 20,662,314 2,532,032 -38,065,247
EBIT 18,523,348 12,867,447 16,898,111
EBITDA 27,037,595 21,493,535 23,806,682
Long-term assets 476,495,514 433,172,048 398,843,120
Short-term assets 26,156,699 29,510,000 27,948,962
Equity 231,336,521 175,571,742 129,302,643
Long-term liabilities 115,099,334 161,706,940 58,652,057
Short-term liabilities 156,216,358 125,403,366 238,837,382
1Net profi t including depreciation
INDICATORS
2007 2008 2009
Net profi t or loss from sales revenues 11.2 % -5.6 % -45.1 %
EBIT share in sales revenues 17.1 % 11.9 % 17.0 %
EBITDA share in sales revenues 24.9 % 19.8 % 23.9 %
Return on equity (ROE)2 5.3 % -3.5 % -29.5 %
Return on assets (ROA)3 5.5 % -1.3 % -10.1 %
Liabilities/equity 1.173 1.635 2.301
2Net profi t/average state of equity in the period
3Net profi t/average state of assets in the period
Net profit
Market capitalization inthe end of the period
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NUMBER OF EMPLOYEES
2007 2008 2009
Employees as at 31.12. 331 324 321
Average number of employees 337 328 324
EXPORT SHARE IN THE TOTAL SALE OF BEER OF PIVOVARNA LAŠKO, D. D.
( in hl ) 2007 2008 2009
Beer sale 1,066,145 1,046,292 978.833
Export 182,579 172,935 213,198
Share (in %) 17.1 16.5 21.8
MARKET SHARE IN THE SALE OF BEER ON THE SLOVENIAN MARKET
( in % ) 2007 2008 2009
Pivovarna Laško 50.1 48.3 45.1
Pivovana Union 37.1 37.5 39.7
Imported beer 12.8 14.2 15.2
Total 100.0 100.0 100.0
DATA ON PILR SHARE
2007 2008 2009
Total number of issued shares 8,747,652 8,747,652 8,747,652
Net profit/loss per share ( EUR ) 1.39 -0.70 -5.14
Dividend per share ( EUR ) 1.00 / /
Market value of share on 31.12. ( EUR ) 86.77 47.98 27.15
Avg. price per share/net profit or loss per share 62.42 -68.54 -5.28
Bookkeeping value of share on 3.12. ( EUR )4 26.45 20.07 14.78
Avg. price per share/bookkeeping value of share 3.28 2.39 1.84
Market capitalization in EUR ( 31.12 .) 759,033,764 419,712,343 237,498,752
4Equity on 31.12./total number of shares
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18
V i s i o n , m i s s i o n a n d s t r a t e g i c o b j e c t i v e s
VISION
To become the leader in the production and sale of beverages.
To strengthen the reputation and awareness of individual recognized brands both on domestic as
well as on foreign markets, thus increasing market shares in individual markets.
MISSION
We create brands with added value for our customers and shareholders. With responsible and enviro-
nmentally friendly operation, our company aims to achieve excellent results in a better world.
VALUES
Knowledge, entrepreneurship, partnership, responsibility and appreciation.
It is on the basis of these values that we realize our objectives with well- conceived strategies in
marketing and supply development, organization and human resources management, technological
development, management of financial resources, and a positive attitude towards the wider society.
STRATEGIC OBJECTIVES
Production and sale of innovative and trendy products, maintaining market positions of own brands
on the domestic market, recovery and expansion to positions already achieved on foreign markets
in the past. The planned cost efficiency will be achieved with professionally competent co-workers
acting as a team and in accordance with the policies of Pivovarna Laško Group.
Group of afilliates Parent company PIVOVARNA LAŠKO GROUP PIVOVARNA LAŠKO
PRESENTATION Production of beer, Production of beer and
mineral, spring and natural natural waters.
waters, soft drinks and
syrups for making beverages,
other alcoholic drinks,
newspaper and publishing
retail and wholesale services,
and services of other postal
and courier activities.
COMPOSITION Pivovarna Laško, d. d. Pivovarna Laško, d. d.
Radenska, d. d., Radenci
with associated company
Pivovarna Union, d. d., Ljubljana
with associated companies
Jadranska Pivovara – Split, d. d.
Vital Mestinje, d. o. o.
Delo, d. d., Ljubljana
with associated companies
RA&LA, d. o. o., Sarajevo
Firma Del, d. o. o., Laško
Due to the financial insignificance of the companies RA&LA and Firma Del, they will not be dealt with in
detail in further text.
1.5
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1.6P r e s e n t a t i o n o f P i v o v a r n a L a š k o G r o u p
Pivovarna Laško Group brings together producers of beer, mineral, spring and natural waters, soft
drinks, spirits and other alcoholic beverages, and syrups for making beverages; it also includes new-
spaper and publishing businesses, as well as retail and wholesale services and services of other postal
and courier activities.
Parent companiy
• PIVOVARNA LAŠKO, d. d., Slovenia
Subsidiary companies
• RADENSKA, d. d., Radenci, Slovenia
93.801 % ownership
• PIVOVARNA UNION, d. d., Ljubljana, Slovenia
97.889 % ownership
• JADRANSKA PIVOVARA – Split, d. d., Croatia
99.106 % ownership
• VITAL MESTINJE, d. o. o., Slovenia
96.92 % business share
• DELO, d. d., Ljubljana, Slovenia
100 % ownership – of which Pivovarna Laško 80.831 %, Radenska 19.166 % and
Firma Del 0.003 %
• RA&LA, d. o. o., Sarajevo, Bosnia and Herzegovina
100.00 % business share – of which Pivovarna Laško 69.23 %, Radenska 1.97 %,
Pivovarna Union 11.48 % and Fructal 17.32 %
• FIRMA DEL, d. o. o., Laško, Slovenia (before TALIS, d. o. o., Maribor)
100.00 % business share
Due to the fi nancial insignifi cance of the companies RA&LA and Firma Del, they will not be dealt with
in detail in further text.
Associated companies
• BIRRA PEJA, d. d., Peć, Kosovo
39.55 % ownership
• POSLOVNI SISTEM MERCATOR, d. d., Ljubljana, Slovenia
23.34 % ownership
• THERMANA, d. d., Laško, Slovenia
22.571 % ownership
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21
PIVO
VARN
AU
NIO
N, d
. d. L
jubl
jana
Ow
ners
hip:
97.8
9 %
JAD
RAN
SKA
PIVO
VARA
- Sp
lit, d
. d.
Ow
ners
hip:
99.
11 %
RAD
ENSK
A, d
. d.,
Rade
nci
Ow
ners
hip:
93.
80 %
VIT
AL,
d. o
. o.
Mes
tinje
Busi
n. s
hare
: 96.
92 %
DEL
O, d
. d. L
jubl
jana
Ow
ners
hip:
100
%
MIR
AL
RAD
ENSK
A,
d. o
. o. R
aden
ciBu
sin.
sha
re: 1
00
%
FRU
CTA
L, d
. d.
Ajd
ovšč
ina
Ow
ners
hip:
93.
02 %
FRU
CTA
LZA
GRE
B, d
. o. o
.Za
greb
Busi
n. s
hare
: 10
0 %
EURO
FRU
ITSA
RAJE
VO, d
. o. o
.Sa
raje
voBu
sin.
sha
re: 1
00
%
FRU
KTA
L M
AK
, a. d
.Sk
opje
Ow
ners
hip:
89.
39 %
PIV
OVA
RN
A L
AŠK
O, d
. d.
Subs
idia
ry c
ompa
nySu
bsid
iary
com
pany
Subs
idia
ry c
ompa
nySu
bsid
iary
com
pany
Subs
idia
ry c
ompa
nySu
bsid
iary
com
pany
Subs
idia
ry c
ompa
ny
PIV
OVA
RN
A L
AŠK
O G
RO
UP
Pare
nt c
ompa
ny
Bef
ore:
Tal
is, d
. o. o
., M
arib
orPi
vova
rna
Lašk
o O
wne
rshi
p in
Del
o80
.831
%
Rade
nska
Ow
ners
hip
in D
elo
19.16
6 %
Firm
a D
elO
wne
rshi
p in
Del
o0.
003
%
Del
o su
bsid
iary
com
pany
:IZ
BERI
, d. o
. o.
Ljub
ljana
Busi
n. s
hare
: 10
0 %
Del
o su
bsid
iary
com
pany
:V
EČER
, d. d
.M
arib
orBu
sin.
sha
re: 1
00
%
RA&
LA, d
. o. o
.Sa
raje
vo
Busi
n. s
hare
: 10
0 %
FIRM
A D
EL, d
. o. o
.La
ško
Busi
n. s
hare
: 10
0 %
Pivo
varn
a La
ško
Busi
n. s
hare
in R
A&
LA69
.23
%
Rade
nska
Busi
n. s
hare
in R
A&
LA1.9
7 %
Pivo
varn
a U
nion
Busi
n. s
hare
in R
A&
LA11.
48 %
Fruc
tal
Busi
n. s
hare
in R
A&
LA17
.32
%
on 3
1.12.
200
9
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1.7P r e s e n t a t i o n o f t h e p a r e n t c o m p a n y P i v o v a r n a L a š k o , d . d .
1.7.1 COMPANY PROFILE
PIVOVARNA LAŠKO, d. d., Trubarjeva 28, 3270 Laško
was entered in the Register of Companies under No. 1/00171/00
at the District Court of Celje, Court order number SRG 95/00673,
of September 1995.
Abbreviated company name: PIVOVARNA LAŠKO, d. d.
Organization type: joint stock company
Share capital: EUR 36,503,305
Number of shares issued: 8,747,652 no-par-value shares
Share quotation: Ljubljanska Borza, d. d., stock exchange listing of regular shares
Share label: PILR
Registration number: 5049318
Tax number: 90355580
Activity code: 11.050
Type of business and principal activity:
B E E R P R O D U C T I O N
Director – one-member Management Board: Boško Šrot, until 23 July 2009
Dušan Zorko, MSc., since 24 July 2009
Chairman of the Supervisory Board: Boris Završnik, until 23 April 2009
Andrej Kebe (deputy chairman of the
Supervisory Board)
Anton Turnšek, since 23 July 2009
Transaction accounts:
Account No. 1: Banka Celje 06000-0001199122
Account No. 2: Nova LB 02232-0020104463
Account No. 3: Nova KBM 04515-0000909883
Telephone: +386 3 734 80 00
Telefax: +386 3 573 18 17
E-mail: [email protected]
Website:
http://www.pivo-lasko.si
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1.8A n o v e r v i e w o f t h e m o s t s i g n i f i c a n t e v e n t s i n 2 0 0 9
1.8.1 MAJOR BUSINESS EVENTS IN PIVOVARNA LAŠKO, d. d.
Cancellation of the general meeting of Pivovarna Laško, d. d.The Management Board of Pivovarna Laško, d. d., on the day of 29 May 2009, cancelled the regular gene-
ral meeting of shareholders, which was scheduled to convene that day.
However, some shareholders carried out a spontaneous general meeting of shareholders, as is apparent
from the minutes of Notary Miro Bregar from Litija. Some shareholders then brought an action for the de-
claration of invalidity of the conclusions from that report. Pivovarna Laško, d. d., as the defendant recognized
the claim of these shareholders.
The Pan-Slovenian Shareholders’ Association, based on the aforementioned minutes, proposed the entry
of two members of the Supervisory Board. The District Court of Celje has, after the opposition of Pivovarna
Laško, d. d., denied the entry of these two members with an explanation that the decisions of the spontaneo-
us general meeting were invalid and void. The Management Board of Pivovarna Laško, d. d., convened a new
general meeting for 31 August 2009.
Implementation of the general meeting of Pivovarna Laško, d. d., and challenge to the decisi-ons adopted at this meeting
Pivovarna Laško, d. d., on 31 August 2009 implemented the 15th regular general meeting of shareholders
of Pivovarna Laško, d. d. The Pan-Slovenian Shareholders' Association (VZMD) brought an action against
the decisions that were adopted at the aforementioned general meeting, the contents of which are available
on the portal SEOnet, due to invalidity of these decisions. Pivovarna Laško, d. d., believes that the allegations
in the action of VZMD are unfounded. The District Court of Celje has not yet decided on this matter.
Criminal investigation of Pivovarna Laško, d. d. A pre-trial criminal investigation was conducted on 30 September 2009 on the business premises of
Pivovarna Laško, d. d., against several suspected natural persons and legal entities due to the suspicion of a
criminal act according to Article 244/II and I of the Penal Code with regard to articles 25 and 252/I, II, III of
the Penal Code or Article 245 of the Penal Code KZ-1, all in relation to articles 4 and 25/VII of the Criminal
Liability and Legal Entities Act (ZOPOKD). Pivovarna Laško, d. d., handed over to the criminal investigators
all the required documents—that is, documentation with regard to the legal operations on the purchase and
sale of 378,327 ITBG shares, which Pivovarna Laško, d. d., with alienation of 100 % business share in the
affiliated company Plinfin, d. o. o., sold to Sportina, d. o. o., in 2007.
Changes in relevant interests in Pivovarna Laško, d. d.The affiliated company FIN-DO, d. o. o., which is 100 % owned by NLB, d. d., on 5 August 2009 acquired
1,713,685 shares of PILR, which represents 19.59 % of shares, and had, together with NLB, d. d., a 19.59 %
share of the issuer's voting rights.
On 10 August 2009, Gorenjska Banka, d. d., Kranj, acquired 542,448 shares of Pivovarna Laško, d. d., with
the label PILR, which represents 6.20 % of voting rights of the issuer Pivovarna Laško, d. d.
On 13 August 2009 Probanka, d. d., acquired 443,499 shares of Pivovarna Laško, d. d., with the label PILR,
with which it became the owner of 594,628 shares total with the label PILR, which represents 6.80 % of
shares and voting rights of the issuer Pivovarna Laško, d. d.
On 20 August 2009 TCK, d. o. o., acquired 613,300 shares of Pivovarna Laško, d. d., with the label PILR,
which represents 7.01 % of shares and voting rights of the issuer Pivovarna Laško, d. d.
On 30 September 2009 the affiliated company FIN-DO, d. o. o., disposed of 1,713,685 shares of PILR, whi-
ch represents a 19.90 % share of the issuer's voting rights. On the same day NLB, d. d., acquired 1,713,685
shares of PILR, which represents 19.90 % share of the issuer's voting rights.
The above text clearly indicates that banks encashed the shares of Pivovarna Laško, d. d. (PILR), which
the company Infond Holding, d. d., had insured for bank loans. Since 5 August 2009, Infond Holding, d. d.,
Maribor, is no longer the majority owner of Pivovarna Laško, d. d.
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Additional explanation regarding the change in ownership structure of Pivovarna Laško, d. d.Explanation regarding the indirect ownership of the former Management Board (term of office until 23
July 2009): the former director of Pivovarna Laško, d. d., Mr Boško Šrot, was together with his wife, Ms
Anica Aužner Šrot, owner of the company Atka-Prima, d. o. o., Celje, which had a 100 % or majority share in
the company Kolonel, d. d., Maribor. The latter was the majority owner of the company Center Naložbe, d. d.,
Maribor, which was the majority owner of the company Infond Holding, d. d., Maribor.
Report on subordination according to Article 545 of the Companies Act ZGD-1 Based on the decision of the director at that time, Mr Boško Šrot, and in the interest of the then-parent
or controlling companies of Pivovarna Laško, d. d., Pivovarna Laško, d. d., concluded some transactions
(identified to this day) which have incurred a disadvantage to Pivovarna Laško, d. d., or there is the potential
that such disadvantage shall occur in the future. The transactions are identified in the report on subordina-
tion according to Article 545 of the Companies Act on pages 40 to 42.
Pivovarna Laško informed the company Atka-Prima, d. o. o., with a letter of 29 December 2009 that it
incurred a disadvantage because it followed the instructions of the director of the company at that time, Mr
Boško Šrot, who was a partner and the manager of the company Atka-Prima, d. o. o., at the same time, to
enter into the transactions which are identified in the report on subordination in accordance with Article
545 of the Companies Act ZGD-1. Atka-Prima, d. o. o., responded with a letter of 2 February 2010, explaining
that its investment in the company Kolonel, d. o. o., was only a financial investment and that it rejects the
demands of Pivovarna Laško, d. d.
Bearing in mind the bankruptcy of the company Infond Holding, d. d., and the compulsory settlement of
Center Naložbe, d. d., Pivovarna Laško, d. d. intends to exercise the injury in relevant court proceedings once
it has determined its scope.
1.8.2 IMPORTANT BUSINESS EVENTS IN PIVOVARNA LAŠKO GROUP
Criminal investigation in the companies of Pivovarna Laško Group A pre-trial criminal investigation was conducted on 18 June 2009 on the business premises of Pivovarna
Laško Group (in Pivovarna Laško, d. d., in Pivovarna Union, d. d., and in Radenska, d. d.) against several
suspected natural and legal persons (however, not against the aforementioned companies from Pivovarna
Laško Group) on suspicion of committing offences according to Article 244/III and I of the Penal Code, ac-
cording to Article 235 of the aforementioned Penal Code with regard to articles 25 and 33 of the Penal Code
and with regard to articles 4/I and 25/VII of the Criminal Liability of Legal Entities Act (ZOPOKD). Upon
the request of criminal investigators, the managements of the companies handed over all required business
documentation from 1 January 2006 onward. The investigation is part of the pre-trial proceedings.
Decisions of the Competition Protection Office (UVK) regarding ownership concentration over the company Mercator, d. d.
With a decision of 2 June 2009, the Competition Protection Office of the Republic of Slovenia (hereinafter:
UVK) stopped the process of assessing the compliance of ownership concentration with the rules of compe-
tition for the companies Infond Holding, d. d., Istrabenz, d. d., Pivovarna Laško, d. d., Pivovarna Union, d. d.,
Radenska, d. d., and Poslovni Sistem Mercator, d. d., which was introduced by its own motion of 2 June 2009.
On the same day (2 June 2009) UVK issued a decision and decree, by which it introduced a procedure aga-
inst the companies Infond Holding, d. d., and Poslovni Sistem Mercator, d. d., and found that the ownership
concentration of these companies is subject to the provisions of the Prevention of the Restriction of Compe-
tition Act ZPOmK-1. Therefore it banned the company KDD from implementing the transfer of MELR share
ownership, of which the owners are the companies Infond Holding, d. d., Pivovarna Laško, d. d., Pivovarna
Union, d. d., and Radenska, d. d., without prior consent of UVK, until a decision is issued on compliance of
ownership concentration of the companies Infond Holding, d. d., and Poslovni Sistem Mercator, d. d., with
the rules of competition.
With a decision of 9 September 2009, UVK stopped the procedure of assessing the compliance of owner-
ship concentration of the companies Infond Holding, d. d., and Poslovni Sistem Mercator, d. d., which was
introduced with a decision of 2 June 2009.
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On 14 September 2009 the companies from Pivovarna Laško Group, which are Pivovarna Laško, d. d.,
Pivovarna Union, d. d., and Radenska, d. d., Radenci, received a notification from KDD Centralna Klirinška
Depotna Družba, d. d., Ljubljana that KDD erased the ban of availability on the aforementioned companies
based on the decision of UVK of 9 September 2009 in securities with the label MELR or Mercator shares,
which was entered based on the decision of 2 June 2009.
Decision of the Competition Protection Office regarding the ownership concentration proce-dure over the company Večer, d. d.
On 24 September 2009 the affiliated company, Delo, d. d., received a decision from UVK that the owner-
ship concentration of the companies Delo, d. d., and ČZP Večer, d. d., which occurred with the acquisition
of 151,608 shares of the company ČZP Večer with the label VEMG of ?? November 2008, is not in compli-
ance with the competition rules and is therefore banned. Delo, d. d. shall, for the purposes of eliminating
the effects of the prohibited ownership concentration, within the period of one year from the receipt of the
aforementioned decision, finally dispose of 191,943 shares of ČZP Večer, d. d., with the label VEMG, which
represents a 75 % equity share in the share capital of the company ČZP Večer, d. d. On 25 September 2009
Pivovarna Laško, d. d., received a decision of 23 September 2009 from UVK, with which UVK decided to
stop the procedure of assessing the compliance of the alleged ownership concentration of the companies
Infond Holding, d. d., Pivovarna Laško, d. d., and Delo, d. d., over the company ČZP Večer, d. d.
Bankruptcy proceedings against Infond Holding, d. d., and Center Naložbe, d. d.On 19 October 2009, Pivovarna Laško, d. d., Pivovarna Union, d. d., Radenska, d. d., Fructal, d. d., and
Delo, d. d., as petitioners submitted a petition at the District Court of Maribor for the initiation of bankrupt-
cy proceedings against the companies Center Naložbe, d. d., Maribor and Infond Holding, d. d., Maribor.
Petitioners or creditors have submitted petitions against the aforementioned debtors for the initiation of
bankruptcy proceedings at the court due to exercising and protecting their accounts receivable and and to
ensure equitable repayment of creditors.
The District Court of Maribor reached a decision on 28 December 2009 that a bankruptcy proceeding
shall be introduced against the debtor, the company Infond Holding, finančna družba, d. d., Maribor.
Acquaintance with reports of affiliated companies in accordance with Article 545 of the Com-panies Act ZGD-1
The affiliated companies Pivovarna Union, d. d., Radenska, d. d., Radenci, Delo, d. d., and Fructal, d. d.,
informed Pivovarna Laško, d. d., as the parent company, with their reports on subordination or relationships
with the parent company according to Article 545 of the Companies Act ZGD-1. In these reports the affilia-
ted companies state dealings concluded particularly with the companies Infond Holding, d. d., and Center
Naložbe, d. d., according to the instructions within the framework of the actual group. These reports and
additional explanations Pivovarna Laško, d. d., entirely disclosed in its announcement of business data for
the period January–September 2009 on SEOnet on 24 November 2009. The aforementioned affiliated com-
panies also drafted these reports on subordination in the first three months of the fiscal year and included
them in the annual report. Pivovarna Laško, d. d., summarized these reports completely in the chapter titled
»Disclosure on reports of affiliated companies according to Article 545 of the Companies Act ZGD-1«, on
pages 42 to 51.
At the end of the year 2009 Pivovarna Laško, d. d., received from its affiliated companies, Pivovarna Union,
d. d., Radenska, d. d., Fructal, d. d., and Delo, d. d., memoranda with regard to compensations for disadvan-
tages, in which the affiliated companies warned Pivovarna Laško, d. d., as the parent company to compensate
for the disadvantage at the end of the fiscal year. Pivovarna Laško, d. d., responded to all the aforementioned
affiliated companies that the instructions given by the former management board of Pivovarna Laško, d. d.,
were not in the economic interest of Pivovarna Laško, d. d., but in the interest of the then-parent company
Atka-Prima, d. o. o., which is why it rejected the demands of the affiliated companies and suggested that the
affiliated companies the bring their requirements, based on the activities of the multi-level group, against
the company Atka-Prima, d. o. o.
The aforementioned affiliated companies stated in their annual reports that they will exercise the damages,
once they have discovered their scope, in relevant court proceedings with regard to the bankruptcy of the
company Infond Holding, d. d., and with regard to compulsory settlement of the company Center Naložbe,
d. d.
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2.B U S I N E S S R E P O R T
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2.1C o r p o r a t e g o v e r n a n c e
The management principles of Pivovarna Laško, d. d., arise from applicable legal norms in the Republic of
Slovenia, internal acts of the company and established good practice. The management operates according
to a two-tier system in which the company is managed by the Management Board while its operations are
controlled by the Supervisory Board. The company organs as set by the Statute of Pivovarna Laško, d. d., are
the General Meeting of Shareholders, Supervisory Board and the Management Board.
2.1.1 GENERAL MEETING OF SHAREHOLDERS
According to the provisions of the Companies Act, the General Meeting of Shareholders represents the
supreme organ of the company. It is where the will of the company’s shareholders is implemented and whe-
re fundamental and statutory decisions are adopted. One share represents one vote at a General Meeting of
Shareholders. Pivovarna Laško, d. d., has no shares with limited voting rights. Treasury shares do not allow
voting rights at the General Meeting of Shareholders.
Participation at the General Meeting of ShareholdersThe right to participate and vote at the General Meeting of Shareholders is held by those shareholders
who have been entered by a particular cut-off date (at least three days prior to the General Meeting of Sha-
reholders) into the share register at the Central Securities Clearing Corporation, d. d., Ljubljana (KDD), and
who personally, through a representative or a nominee, reported their participation not later than three days
before the holding of the General Meeting of Shareholders.
Members of the Management Board and of the Supervisory Board may attend the General Meeting of
Shareholders also in the event they are not shareholders. Media representatives may also attend the General
Meeting of Shareholders if they announce their presence to the Management Board of the company in writ-
ten form not later than three days before the General Meeting of Shareholders is held.
Call and implementation of the General Meeting of Shareholders A General Meeting of Shareholders is convened when it is for the benefit of the company or when it is
necessary in accordance with the law and Statute of the company. In Pivovarna Laško, d. d., a regular General
Meeting of Shareholders is convened once a year. The General Meeting was in the year 2009 convened on
30 July and implemented on 31 August.
The General Meeting was convened on 28 April and expected for 29 May 2009, but it was cancelled by the
Management Board of Pivovarna Laško, d. d., on the same day.
Decisions of the General Meeting of ShareholdersAt the 15. Regular General Meeting of Shareholders, the following important decisions were adopted, un-
der point:
2.1. The General Meeting of Shareholders shall be acquainted with the report of the company’s
Supervisory Board upon verification and acceptance of the audited annual report for the
fiscal year 2008.
2.2. It shall be noted that on 31 December the net loss for fiscal year 2008 totals EUR 694,025
and consists of a net loss for the fiscal year 2008 in the amount of EUR 6,094,057 and of
undistributed profits from previous years in the amount of EUR 4,400,032. Net loss for the
fiscal year 2008 in the amount of EUR 4,400,032 shall be covered from undistributed profit
from previous years, and in the amount of EUR 1,694,025 from other reserves from profit.
2.3.1. The General Meeting of Shareholders did not grant a discharge to the Management Board
for the fiscal year 2008.
2.3.2. The General Meeting of Shareholders did not grant a discharge to the members of the
company’s Supervisory Board for the fiscal year 2008.
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In addition, the General Meeting of Shareholders also adopted the following decisions:
• Decision on authorisation granted to the Management Board for acquiring treasury shares (page 59);
• Elected members of the Supervisory Board (page 29);
• Appointed an auditor (page 38) and set gross amounts of attendance fees for the members of the Super-
visory Board; and
• Appointed a special auditor to check the management of particular transactions of the company (page 38).
The General Meeting of the Shareholders is convened by the company's Management Board on its own
initiative, upon request of the Supervisory Board or upon the request of shareholders having at least 5 %
of the company's share capital. Shareholders may realize the rights from the shares directly at the General
Meeting of Shareholders or through nominees.
The General Meeting of Shareholders makes decisions with the majority of votes cast, unless otherwise
provided by the law or by the Statute. With three-fourths majority the General Meeting of Shareholders deci-
des particularly on the following matters:
• Amendment of the Statute,
• Reduction of share capital (including conditional increase),
• Approved increase in share capital,
• Status changes and termination of the company,
• The exclusion of shareholders' preferential rights in issuing new shares,
• Election and early call of Supervisory Board members,
• Other cases, where required by law or Statute.
The General Meeting of Shareholders decides on granting a discharge to the Management and Supervi-
sory Boards of the company at the same time as deciding on the use of distributable profit. By granting a
discharge, the General Meeting of Shareholders confirms or approves the work of the Management and Su-
pervisory Boards in the fiscal year. The discussion on granting the discharge is connected to the discussion
on using the distributable profit. If the General Meeting of Shareholders does not grant the discharge, this
shall not be deemed that the Management Board received a vote of no confidence.
Before the General Meeting of Shareholders decides that the distributable profit is to be used for dividen-
ds, the dividend belongs to the shareholders who are entered as holders of shares in the central register of
securities at the Central Securities Clearing Corporation (KDD), d. d., Ljubljana, at the cut-off date, which is
set each particular time in the decision on using the distributable profit.
A shareholder shall undertake to inform the company upon request on the eventual form of dividend
transfer (data on the transaction account) as well as regarding the registration and the tax number. In the
event the shareholder fails to do so, the dividend shall not be paid out to him in accordance with the provi-
sions of the company Statute.
2.1.2 SUPERVISORY BOARD
The main task of the Supervisory Board is to control and manage the company's business operations. The
Supervisory Board selects and appoints a one-member Management Board.
The composition of the Supervisory Board is determined by the company Statute. The Supervisory Board
of Pivovarna Laško, d. d., includes six members; all members have the same rights and responsibilities
unless otherwise set by the Statute. Four members of the Supervisory Board elected by the General Meeting
of Shareholders are capital representatives, while the other two members of the Supervisory Board are the
company's workers' representatives and are elected by the Works Council.
The Supervisory Board is appointed by the General Meeting of Shareholders by a simple majority vote of
the present shareholders, except the members of the Supervisory Board elected by the Works Council. Mem-
bers of the Supervisory Board are elected for a period of four years and may be re-elected after the expiry of
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their terms. The Supervisory Board elects the chairman and deputy chairman of the Supervisory Board from
among its members.
The chairman of the Supervisory Board convenes and chairs meetings of the Supervisory Board and is
authorised to declare its will and announce decisions adopted by the Supervisory Board. The chairman of
the Supervisory Board represents the company against the members of the Management Board and the
Supervisory Board against the organs of the company, as well as third parties, unless otherwise agreed for a
particular case. The chairman of the Supervisory Board is always a shareholders' representative. The Super-
visory Board meeting is convened by the chairman on his own initiative, on the initiative of any member of
the Supervisory Board, or on the initiative of the Management Board. The Supervisory Board takes decisions
at meetings.
The Supervisory Board shall undertake to check the annual report and the proposition for using the dis-
tributable profit within a period of one month from the submission of the annual report, and draft a written
report for the General Meeting of Shareholders and deliver it to the Management Board. If Supervisory
Board approves the annual report, then the annual report is adopted.
Composition of the Supervisory Board Composition of the Supervisory Boardas at 31 December 2009 as at 31 December 2008
Capital representatives: Capital representatives:
Anton Turnšek, Chairman Boris Završnik, Chairman
Aleksander Svetelšek Anton Turnšek
Marjan Mačkošek Iztok Seničar
Dr Vladimir Malenković Simon Zdolšek
Employee representatives: Employee representatives:
Andrej Kebe, Deputy Chairman Andrej Kebe, Deputy Chairman
Bojan Košak Bojan Košak
Changes in the Supervisory Board of Pivovarna Laško, d. d.The chairman of the Supervisory Board, Mr Boris Završnik, made a resignation statement dated 23 April
2009 for personal reasons, due to business obligations abroad. The four-year term of office expired for a
member of the Supervisory Board, Mr Simon Zdolšek, on 17 June 2009. Due to business needs in the parent
company, a member of the Supervisory Board of Pivovarna Laško, d. d., Mr Iztok Seničar, delivered a letter
of resignation of 10 July 2009.
At the meeting of 23 July 2009, the Supervisory Board elected Mr Anton Turnšek as chairman of the Su-
pervisory Board until the expiry of his term of office, which is 16 June 2010.
The General Meeting of Shareholders of Pivovarna Laško, d. d., on 31 August 2009 elected Mr Aleksander
Svetelšek, Mr Marjan Mačkošek and Dr Vladimir Malenkovič as members of the Supervisory Board (capital
representatives). The term of office for newly elected members of the Supervisory Board lasts four years and
began to run on the day of their election at the General Meeting of Shareholders.
On 31 August 2009, the General Meeting of Shareholders also elected as a member of the Supervisory
Board Mr Anton Turnšek (capital representative), who will begin a four-year term of office as of 17 June 2010.
New members of the Supervisory Board of Pivovarna Laško, d. d., were entered into the register of com-
panies on 7 October 2009.
Appointment of Audit Committee in Pivovarna Laško, d. d.The Supervisory Board of Pivovarna Laško, d. d., appointed an Audit Committee at its meeting of 2 March
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2009 in the following composition: Simon Zdolšek (chairman) and two members, Mr Bojan Košak and Mr
Marko Koleša.
Composition of Audit Committee Composition of Audit Committeeas at 31 December 2009 as at 2 March 2009
Marjan Mačkošek, Chairman Simon Zdolšek, Chairman
from 30 March 2010 on
Bojan Košak Bojan Košak
Marko Koleša Marko Koleša
Changes in Audit Committee of Pivovarna Laško, d. d.At the 14th regular meeting of 23 November 2009, the Supervisory Board appointed a new member of the
Audit Committee, Mr Marjan Mačkošek, who is also the chairman of the Audit Committee, from 30 March
2010 on. Simon Zdolšek's term of office as the chairman of the Audit Committee expired with his term of
office as a member of the Supervisory Board on 17 June 2009.
The tasks of the Audit Committee are provided by Article 280 of the Companies Act ZGD-1; the main tasks
are the following:
• monitoring the process of financial reporting, statutory audits of annual and consolidated financial sta-
tements,
• reviewing and monitoring independence of the auditor for the company's annual report,
• proposing to the Supervisory Board the appointment of a candidate for the auditor of the annual report,
• monitoring the integrity of financial information provided by the company,
• assessing the annual report drawn up, including the development of a proposal for the Supervisory Board.
Changes in supervisory boards of affiliated companies
1. Radenska, d. d., RadenciOn the day of 13 October 2009, the General Meeting of Shareholders of Radenska, d. d., Radenci, recalled
a member of the Supervisory Board, Mr Boško Šrot, and on the day of 14 October 2009 elected in his place
Ms Dragica Čepin, representative of capital, for a four-year term of office.
After finding that two members of the Supervisory Board, Mr Gorazd Šetina and Mr Pavel Teršek, made
resignation statements on the day new members were appointed, the General Meeting of Shareholders on
the day of 14 October 2009 elected two new members of the Supervisory Board, Ms Marjeta Zevnik and Ms
Mirjan Hočevar, both representatives of capital, for four-year terms of office.
The Works Council of Radenska, d. d., Radenci, elected as employee representatives on the Supervisory
Board of Radenska, d. d., Radenci, Mr Dominik Omar and Mr Franko Lipičar for the term of office of four
years, beginning on 9 November 2009. The term of office of two incumbent employee representatives on
the Supervisory Board, Mr Branko Šafarič and Ms Tadeja Filipič Stojanovič, expired on the day of 8 Novem-
ber 2009.
At its meeting on the day of 23 November 2009, the Supervisory Board of Radenska, d. d., Radenci, elec-
ted Ms Dragica Čepin, representative of capital, as chairman of the Supervisory Board.
2. Pivovarna Union, d. d., LjubljanaAt the meeting on the day of 10 August 2009, the Supervisory Board of Pivovarna Laško, d. d., was infor-
med of a change in the Supervisory Board in Pivovarna Union, d. d. In place of the incumbent chairman, Mr
Boško Šrot, Mr Anton Turnšek was named the new chairman of the Supervisory Board of Pivovarna Union,
d. d., from 7 August 2009 on.
On the day of 13 October 2009, the General Meeting of Shareholders of Pivovarna Union, d. d., Ljubljana,
recalled a member of the Supervisory Board, Mr Boško Šrot, and elected to his position Mr Janko Remic,
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representative of capital, whose four-year term of office began on 2 January 2010.
3. Fructal, d. d., AjdovščinaThe General Meeting of Shareholders of Fructal, d. d., Ajdovščina, based on findings that Mr Dušan Zorko
had provided a letter of resignation, elected on the day of appointment at the General Meeting of Sharehol-
ders, as a new member of the Supervisory Board, Ms Terezija Peterko, representative of capital, for the term
of office from 14 October 2009 to 30 June 2012.
4. Delo, d. d., LjubljanaOn the day of 29 July 2009, the General Meeting of Shareholders of Delo, d. d., released or recalled the
chairman of the Management Board of Delo, d. d., Ms Andrijana Starina Kosem, as of 29 July 2009. On the
same day the General Meeting of Shareholders elected Ms Marjeta Zevnik as a member of the Management
Board; she became the chairman of the Management Board of the company on 3 August 2009.
On the day of 5 October 2009, the company Delo, d. d. entered into the register of companies an
amendment of Statute, based on which the company transferred from a one-tier system into a two-tier
management system. This means that from that date the company has a one-member Management Board
(director) and a 5+ member Supervisory Board, and no more management board and executive directors.
On the day of 8 October 2009 at the constituent meeting the Supervisory Board of Delo, d. d., elected Ms
Marjeta Zevnik as chairman of the Supervisory Board and Mr Robert Šega as her deputy, both representatives
of capital. Other members of the Supervisory Board of Delo, d. d., are Ms Dragica Čepin, representative of
capital, and employee representatives Mr Branimir Piano and Ms Sonja Tominec. Members of the Superviso-
ry Board are elected for the period of four years, and their terms of office began running on 5 October 2009.
5. Večer, d. d., MariborAt the General Meeting of Shareholders of the company of 11 November 2009, Mr Anton Balažič was elec-
ted as a new member of the Supervisory Board; he took office on the same day. Based on the acquaintance of
the General Meeting of Shareholders with a letter of resignation submitted by Ms Tamara Zajec Balažič, the
General Meeting elected Mr Zvonko Murgelj as a new member of the Supervisory Board, who took up his
term of office on 11 November 2009.
2.1.3 MANAGEMENT BOARD
The Management Board runs the company and adopts business decisions independently and at its own
risk and represents the company against third parties without limitation, adopts the company's development
strategy, ensures proper handling with risks and risk management, acts with due care and diligence, and
protects business secrets.
The Management Board of the company consists of one member, who is the director of the company, Du-
šan Zorko, MSc., who was appointed as director in the year 2009 for a term of five years and may be renewed.
The Management Board may grant procuration.
The Management Board is appointed and released by the Supervisory Board. The Supervisory Board may
dismiss the director early in accordance with the law.
Changes in the Management Board of Pivovarna Laško, d. d.At the meeting of the Supervisory Board of Pivovarna Laško, d. d. of 23 July 2009, the chairman of the
Management Board, Mr Boško Šrot, before the expiration of his term of office submitted an irrevocable letter
of resignation. Members of the Supervisory Board accepted his resignation and concluded with the director
at that time, Mr Boško Šrot, agreement on early termination of the mandate.
On the day of 24 July 2009, the Supervisory Board appointed as the company director Mr Dušan Zorko
for a term of five years.
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Changes in management boards of affiliated companies
1. Radenska, d. d., RadenciOn the day of 31 January 2009, the term of office of the director of Radenska, d. d., Mr Tomaž Blagotinšek,
was prematurely terminated by mutual agreement, and on the same day procurement of a procurator, Ms
Olga Smej, also terminated. On the day of 1 February 2009 the Supervisory Board of the company appointed
as the new company director for a five-year term of office Mr Zvone Murgelj, and for procurator Ms Mojca
Jazbinšek Volk. On 22 June 2009 the procurator, Ms Mojca Jazbinšek Volk, submitted her letter of resignati-
on due to personal reasons, on which basis the Supervisory Board cancelled the procurement from that date.
2. Jadranska Pivovara – Split, d. d.On the day of 31 March 2009 the term of office of the director, Mr Marijan Kos, in Jadranska Pivovara –
Split, d. d. was terminated by mututal agreement, and Mr Tomaž Udrih was appointed on the day of 1 April
2009 as the new director for a new term of office. On the day of 12 May 2009 the Supervisory Board appoin-
ted Mr Marko Sučić as the company procurator.
On the day of 9 December 2009 the term of office of the company director, Mr. Tomaž Udrih, terminated.
On the same day the procuration of Mr Marko Sučić was terminated based on a letter of resignation. At the
regular meeting of the Supervisory Board of 9 December 2009, Mr Nenad Buljan was appointed as the new
director for the term of office from 9 December 2009 to 30 June 2010.
3. Delo, d. d., LjubljanaAt the constituent meeting of 8 October 2009, the Supervisory Board of the company Delo, d. d., appo-
inted Mr Jurij Giacomelli as the new director of the company. The new director took over his position on
1 December 2009, and Ms Marjeta Zevnik, chairman of the Supervisory Board, performed the function of
interim director until that date.
4. Firma Del, d. o. o., LaškoOn 29 July 2009 Mr Boško Šrot, director of the company Firma DEL, d. o. o., Laško, was recalled, and Mr
Dušan Zorko was appointed the company director on the same day.
Change in the Management Board of the affiliated company at the end of the fiscal year
1. Fructal, d. d., AjdovščinaOn 31 March 2010, the chairman of the Management Board, Mr Anton Balažič, gave his letter of resigna-
tion, and on 1 April 2010 the Supervisory Board appointed Mr Drago Kavšek as the new chairman of the
Management Board.
2.1.4 MANAGEMENT IN THE GROUP
Pivovarna Laško Group consists of the parent company Pivovarna Laško, d. d., five afiliated companies
in Slovenia and two affiliated companies abroad. All affiliated companies are in the majority owned by the
parent company (more details on pages 20 and 21 of this report).
Members of leadership and management of affiliated companies as at 31 December 2009:
Radenska, d. d., Radenci
Manag. Board Zvonko Murgelj
Superv. Board Representatives of capital: Employee representatives:
Dragica Čepin – Chairman Franko Lipičar – Deputy Chairman
Marjeta Zevnik Dominik Omar
Mirjam Hočevar
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Miral, d. o. o., Radenci (affiliated company of Radenska, d. d., Radenci)
Manag. Board Zvonko Murgelj
Superv. Board No Supervisory Board.
Pivovarna Union, d. d., Ljubljana
Manag. Board Dušan Zorko
Superv. Board Representatives of capital: Employee representatives:
Anton Turnšek – Chairman Marjeta Zevnik – Deputy Chairman
Franc Rojnik Terezija Peterka
Janko Remic,
from 2 January 2010 on
Fructal, d. d., Ajdovščina(affiliated company of Pivovarna Union, d. d., Ljubljana)
Manag.Board Anton Balažič, until 31 March 2010
Drago Kavšek, from 1 April 2010 on
Superv. Board Representatives of capital: Employee representatives:
Terezija Peterka – Chairman Anton Medvešek
Mirjam Hočevar – Deputy Chairman
Jadranska Pivovarna - Split, d. d.
Manag. Board Nenad Buljan
Superv. Board Representatives of capital: Employee representatives:
Anton Turnšek – Chairman No representatives.
Boško Šrot – Deputy Chairman
Janko Remic
Vital Mestinje, d. o. o.
Manag. Board Zvonko Murgelj
Superv. Board No Supervisory Board.
Delo, d. d., Ljubljana
Manag. Board Jurij Giacomelli
Superv. Board Representatives of capital: Employee representatives:
Marjeta Zevnik – Chairman Branimir Piano
Robert Šega – Deputy Chairman Sonja Tominec
Dragica Čepin
Izberi, d. o. o., Ljubljana (affiliated company of Delo, d. d., Ljubljana)
Manag. Board Samo Čok
Superv. Board Representatives of capital: Employee representatives:
Jurij Giacomelli – Chairman No representatives.
Dragica Čepin
Mojca Jazbinšek
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Večer, d. d., Maribor(affiliated company of Delo, d. d., Ljubljana)
Manag. Board Uroš Skuhala
Superv. Board Representatives of capital: Employee representatives:
Dušan Mohorko – Chairman Borko de Corti – Deputy Chairman
Anton Balažič Petrina Šebart Žižek
Zvonko Murgelj
RA&LA, d. o. o., Sarajevo
Manag. Board Marko Božiček, until 28 February 2010
Šerif Krajišnik, from 1 March 2010 on
Superv. Board No Supervisory Board.
Firma Del, d. o. o., Laško
Manag. Board Dušan Zorko
Superv. Board No Supervisory Board.
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S t a t e m e n t o n c o r p o r a t e g o v e r n a n c e a n d c o m p l i a n c e w i t h t h e C o d e
2.2.1 COMPLIANCE OF COMPANY MANAGEMENT WITH PROVISIONS OF THE CORPORATE GOVERNANCE CODE
The Management and Supervisory Boards of Pivovarna Laško, d. d., hereby declare that the company
respects the provisions of the Corporate Governance Code, which apply from 5 February 2007 (herein-
after: code), with a few discrepancies not intervening into the good practice of management and which
are explained in the statement. The statement represents an integral part of the annual report for the
year 2009 and is also available on the website of the company at www.pivo-lasko.si.
The statement refers to the period of the fiscal year 2009, from 1 January until 31 December 2009. The
new Corporate Governance Code of 8 December 2009 applies from 1 January 2010 (hereinafter: new
Code). From 1 January 2010 onward the company has respected and is in compliance with the new
Code, and any discrepancies from the new Code shall be explained by the company in the following
statement. In 2009 the company announced a statement of compliance with the Code on 23 April
2009 and was referring to the period from 1 January to 31 December 2008.
This Code is published in the Slovene and English languages on the website of Ljubljanska borza,
d. d., www.ljse.si.
The Management and Supervisory Boards in the continuation give the following explanations to dis-
crepancies from particular provisions of the Code:
• provision 1.1.1.: the company operates in accordance with a basic goal, which is to maximize the com-
pany value, even though the Statute does not include this and other goals, such as quality implemen-
tation of the core activities;
• provision 2.3.3.: payment to the Management Board includes only the fixed part; a share of the fixed part
of net earnings (25 %) is also intended to buy back shares from the treasury shares fund under the same
conditions as for other employed shareholders of the company; shares obtained on such basis are not trans-
ferable during the term of office; the agreement, however, predicts a variable part of payments, but this has
not been implemented so far;
• provisions 2.3.4. and 2.3.5.: the company does not anticipate any stock options and comparable financial
instruments as a variable part of the revenues of the Management Board, namely, the company so far has
not adopted a system for remuneration with options and other financial instruments;
• provision 2.4.2.: in the previous management or the company director a potential conflict of interest existed
due to indirect ownership until the expiry of the term of office on 23 July 2009;
• provision 3.2.3: the employment relationship agreement with the management board of the company does
not exhaustively list the culpable grounds for dismissal, since they are defined in the Companies Act ZGD-1;
• provision 3.4.7.: the company did not take out liability insurance for the members of the company’s Super-
visory Board;
• provision 3.5.5.: company has not yet adopted more precise criteria for assessing the existence of conflicts
of interest for the members of the Supervisory Board and handling operations related to them; however, it
does consider recommendations of the provisions of the Code;
2.2
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• provision 3.6.1.: the Supervisory Board established a three-member Audit Committee in March 2009;
it failed to adopt a decision for establishing any other committees when necessary competent profes-
sional services reported on meetings;
• provision 4.3.: the Statute does not include a provision for which types of business operations the
Management Board shall obtain consent from the Supervisory Board; after the decision of the Super-
visory Board in September 2009, the Management Board shall undertake to obtain its consent for
significant business operations;
• provision 8.2.: the company does not publish public notices in English (shares are quoted on the
regulated market in standard quotation);
• provision 8.15.1.: the company protects business secrets and internal information in accordance with
the Management Board decisions, which regulate the method of labelling and protecting such infor-
mation;
• provision 8.15.5.: the company has not adopted any particular internal act, in which it would prescribe
rules on limitations and disclosures of trading with company shares and shares of affiliated compa-
nies; the company arranged a method of buying company shares with a decision of the Management
and Supervisory Boards of the company saying that the shares are bought from the treasury shares
fund normally twice a year according to the last three-month market (stock) price deducted by 30
%, of which the company also informs other shareholders and investors, in accordance with the
Decision regulating the information about significant holdings (Official Gazette of the Republic of
Slovenia, No. 106/2007) and the Decision regulating the implementation of regulated information
disclosure obligation (Official Gazette of the Republic of Slovenia, No. 106/2007); this decision is
currently tabled.
2.2.2 MAIN CHARACTERISTICS OF INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT IN CONNECTION WITH THE FINANCIAL REPORTING PROCESS
Pivovarna Laško, d. d., manages risks and implements internal control procedures at all levels. The
purpose of internal controls is to ensure accuracy, reliability, transparency and intervisibility in all
processes and risk management, which are related to financial reporting. The internal control system
at the same time establishes mechanisms preventing irrational use of assets and cost effectiveness.
The internal control system includes procedures to ensure that:
• transactions are recorded on the basis of credible accounting documents, based on which transac-
tions are recorded accurately and honestly and give a guarantee that the company honestly and fairly
disposes of its assets,
• transactions are recorded and financial statements made in accordance with the applicable legislation,
• to prevent or detect in a timely manner possible unauthorised acquisition of, use and disposal of
company assets, which would have a significant effect on financial statements.
Internal control in the company is carried out by an accounting service, which comprises responsible
bookkeeping and preparation of financial statements in accordance with applicable accounting, tax
and other regulations. Adequacy of control operations within the framework of the information system
is checked by authorized outside contractors on an annual basis.
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Internal AuditThe Audit Committee of the Supervisory Board was appointed on 2 March 2009 at the seventh meet-
ing of the Supervisory Board of Pivovarna Laško, d. d. The Committee met on 23 April 2009, where
it discussed the full annual report of Pivovarna Laško, d. d., and Pivovarna Laško Group for the year
2008, together with the audit report.
In 2007 the term of office of the chairman of the Commission, Mr Simon Zdolšek, expired; due to
problems related to convening the General Meeting of Shareholders and to the composition of the
Supervisory Board, an alternate member was not appointed until the end of the fiscal year 2009. This
is why the Audit Committee did not meet on more occasions in the year 2009.
2.2.3 EXTERNAL AUDIT
Regular external auditFor reasons of consolidation and harmonization in Pivovarna Laško Group, the general meetings of
shareholders of Pivovarna Laško, d. d., Pivovarna Union, d. d., Ljubljana, Radenska, d. d., Radenci,
Fructal, d. d., Ajdovščina, and Delo, d. d., Ljubljana, appointed the audit company Deloitte Revizija, d.
o. o., Ljubljana, as an authorized auditor, which within the framework of auditing financial statements
reports on its findings to the Management Board, Supervisory Board and to the Audit Committee of
the Supervisory Board.
Appointment of a special auditor for conducting checks of the company’s individual transac-tionsThe General Meeting of Shareholders appointed the audit company BDO EOS Revizija, d. o. o., družba
za revidiranje, Ljubljana, as a special auditor, which shall conduct checks of particular transactions of
Pivovarna Laško Group. This special auditor shall conduct checks of particular tranactions of Pivovarna
Laško Group within the last five years of the receipt of this decision, with a special emphasis on verify-
ing management of:
• transactions related to the purchase of shares of the company Thermana – Zdravilišče Laško, d. d.,
from Infond Holding, d. d.,
• transactions related to the purchase of shares of the company Infond Holding, d. d., by the affiliated
company Fructal, d. d.,
• transactions related to the purchase of shares of the company Infond Holding, d. d., by Pivovarna
Union, d. d.,
• transactions related to the purchase of shares of the company Premogovnik Velenje, d. d., by Raden-
ska, d. d., and further related to the sale of these shares to the company Center Naložbe, d. d.,
• transactions related to granting loans approved by Pivovarna Laško, d. d., Radenska, d. d., and Piv-
ovarna Union, d. d.,
• transactions related to the purchase or creation of buying and selling options for shares of Istrabenz,
d. d.
Report on the findings of the special audit On the day of 9 March 2010, Pivovarna Laško, d. d., received the Report on the findings of a special au-
dit of the management of particular transactions of Pivovarna Laško Group (hereinafter: report), which
was, based on the assembly decision of 31 August 2009, prepared by BDO Revizija, d. o. o., družba za
revidiranje, Ljubljana. In accordance with Article 320 of the Companies Act ZGD-1, the Management
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Board sent the report to the members of the Supervisory Board.
The Supervisory Board discussed the aforementioned report and got acquainted with it at its 17th
regular meeting on 30 March 2010. Based on the Management Board findings indicating that other
transactions were also conducted, which were in terms of content related to those discussed and had
not yet been included in the report by the special audit, it was recommended to the Management Board
by the Supervisory Board to conduct a thorough check of these particular transactions. The Manage-
ment and the Supervisory Boards shall inform the General Meeting of Shareholders about this report
at an ordinary session of the General Meeting of Shareholders.
2.2.4 DATA AFTER PARAGRAPH 6, ARTICLE 70 OF THE COMPANIES ACT ZGD-1
3. Data on relevant direct ownership of the company’s securities are defined on page 55 of this an-
nual report. Direct ownership of the Management Board and indirect ownership of the previous
Management Board is disclosed on page 58 of the same report.
4. The Statute of the company does not include any provisions granting holders of securities any
special controlling rights.
6. The Statute of the company does not include limitations of voting rights on particular shares or a
particular number of votes. The Statute of the company binds the General Meeting of Sharehold-
ers to an application deadline not later than three days prior to the published date of convening
the General Meeting of Shareholders; otherwise the shareholder may not attend the General
Meeting.
8. Data on appointment and replacement of members of management or control organs are defined
on pages 28 to 31 of this annual report.
9. The company’s General Meeting of Shareholders, at the session of 31 August 2009, authorized
the Management Board with a decision for the acquisition of treasury shares with the purpose of
maximizing the internal value of the company’s shares. The total share of thus acquired treasury
shares shall, together with other treasury shares of the company, not exceed 10 % of the com-
pany’s share capital. Authorization of the Management Board for the acquisition of the treasury
shares is valid for 36 months from the receipt of the decision adopted by the General Meeting of
Shareholders.
2.2.5 DATA ON OPERATION OF THE GENERAL MEETING OF SHAREHOLDERS
Data on operation of the General Meeting of Shareholders, key competences and a description of
shareholders’ rights and the method of their declaration are included in the chapter Management on
pages 27 to 28 of this annual report.
2.2.6 DATA ON MANAGEMENT AND SUPERVISORY BOARD
Data on the composition and operation of the management and control organs and their commissions
are included in the chapter Management, on pages 28 – 31 of this annual report.
Laško, 31 March 2010
Dušan Zorko, MSc. Anton Turnšek
directorof the company chairman of the supervisory board
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R e p o r t o n s u b o r d i n a t i o n a c c o r d i n g t o A r t i c l e 5 4 5 o f t h e C o m p a n i e s A c t Z G D - 1
2.3.1 REPORT ON SUBORDINATION OF THE PARENT COMPANY
1. Pivovarna Laško, d. d.Pivovarna Laško, d. d., has based on the decisions of the then-director, Mr Boško Šrot, as well as in the
interest of the then-controlling or parent companies of Pivovarna Laško, d. d., concluded the following tran-
sactions (identified to this day), which incurred Pivovarna Laško, d. d., a disadvantage or there is a potential
that such disadvantage shall occur in the future:
1. Loan Agreement of 30 June 2009, based on which Pivovarna Laško, d. d., loaned to the company Infond
Holding, d. d., the amount of EUR 1,700,000; the loan is due and has not been returned. The amount of ma-
tured and non-settled obligation as at 31 December 2009 totals EUR 1,766,960.74, of which EUR 1,700,000
is the principal, EUR 19,174.43 contractual interest and EUR 47,786.30 default interest.
2. Loan Agreements, based on which Pivovarna Laško, d. d., loaned the company Center Naložbe, d. d., the
following amounts:
• Loan Agreement of 27 March 2009 for the amount of EUR 1,200,000; the loan is due and has not been re-
turned. The amount of matured and non-settled obligations as at 31 December 2009 totals EUR 1,247,076.15,
of which EUR 1,200,000 is the principal, EUR 17,191.23 contractual interest and EUR 29,884.92 EUR de-
fault interest.
• Loan Agreement of 11 May 2009 for the amount of EUR 700,000; the loan is due and has not been retur-
ned. The amount of matured and non-settled obligations as at 31 December 2009 totals EUR 729,181.35, of
which EUR 700,000 is the principal, EUR 4,671.78 contractual interest and EUR 24,509.57 default interest.
• Loan Agreement of 1 June 2009 for the amount of EUR 1,000,000; the loan is due and has not been retur-
ned. The amount of matured and non-settled obligations as at 31 December 2009 totals EUR 1,038,093.17,
of which EUR 1,000,000 is the principal, EUR 13,189.04 contractual interest and EUR 24,904.12 default
interest.
• Loan Agreement of 12 June 2009 for the amount of EUR 3,000,000; the loan is due and has not been retur-
ned. The amount of matured and non-settled obligations as at 31 December 2009 totals EUR 3,136,109.60,
of which EUR 3,000,000 is the principal and EUR 136,109.60 default interest.
3. Pivovarna Laško, d. d., bought in 2008 from Infond Holding, d. d., 644,000 shares of the company
Thermana, d. d., with the label ZDLR, at price of EUR 10.70 per share. The total purchase price was EUR
6,890,000. The estimated market value of the share ZDLR as at 31 December 2009 was EUR 2.47 per share,
or the total market value of all 644,000 shares ZDLR totals EUR 1,590,680.
The disadvantage of Pivovarna Laško, d. d., is disclosed in matured and non-settled liabilities of borrowers
from points 1. and 2. of this report and reduction of the market value of the purchased shares of the company
Thermana, d. d. (ZDLR). The disadvantage occurred with the onset of late payments by borrowers or due to
the reduction in the market value of shares of the company Thermana, d. d., and has not been compensated
to Pivovarna Laško, d. d., to date.
4. Pledge of 345,304 shares of Radenska, d. d., whose owner is Pivovarna Laško, d. d., for the insurance of a
loan to the company Center Naložbe, d. d., in the amount of EUR 6,250,000, which the latter took at NKBM,
d. d.; Pivovarna Laško, d. d., acts as a lienee. The carrying value of the pledged shares as at 31 December 2009
totals EUR 3,634,671. The company Center Naložbe, d. d., failed to return the loans to NKBM, d. d.; thus the
sale of shares of Radenska, d. d., is likely to occur, for the purposes of repaying the debts to NKBM, d. d., with
which a disadvantage or tort for Pivovarna Laško, d. d., will occur.
5. On the day of 23 November 2009 Pivovarna Laško, d. d., received a letter from Perutnina Ptuj,d. d., in
which it states that it had been paying obligations based on credit agreements with the companies Infond
Holding, d. d., and Center Naložbe, d. d., and based on the letter of comfort of 31 December 2008, which
was signed by the former director of Pivovarna Laško, d. d., Mr Boško Šrot, on behalf of Pivovarna Laško,
2.3
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d.d. As the companies ceased to repay the loan, Perutnina Ptuj, d. d., based on the letter of comfort, required
payment from Pivovarna Laško, d. d., in the amount of approximately EUR 11 million. Pivovarna Laško, d. d.,
did not recognize the claim because it was not acquainted with the existence of the letter of comfort of 31 De-
cember 2008 and was also not aware of the circumstances and business relationships between legal entities.
This is why Pivovarna Laško, d. d., believes that it cannot and is not obligated to fulfil these obligations. If,
due to exercising the aforementioned claim, Perutnina Ptuj, d. d., brings an action against Pivovarna Laško,
d. d., and court upholds the claim, this will result in a disadvantage or damage for Pivovarna Laško, d. d., in
the amount of approximately EUR 11 million.
Pivovarna Laško, d. d., has in the receivership proceeding against the debtor Center Naložbe, d. d., which
is being conducted before the District Court in Maribor under reference number St 53/2010, reported a claim
in the total amount of EUR 13,370,737.52, of which EUR 5,900,000.00 is principal, EUR 35,052.06 contrac-
tual interest, EUR 285,238.35 default interest charged until 17 February 2010, EUR 2,654.11 commission from
the pledge of 345,304 shares of RARG, and EUR 7,334,257.00 contingent claims from the pledge of 345,304
shares of RARG.
Pivovarna Laško, d. d., has in the bankruptcy proceedings against the debtor Infond Holding, d. d., which
is being conducted before the District Court in Maribor under reference number St 912/2009, reported a
claim in the total amount of EUR 1,892,319.26, of which EUR 1,719,174.41 is principal, EUR 45,781.85 default
interest charged until 28 December 2009, EUR 3,283.00 expenses and EUR 124,080.00 principals from
recourse based on the payments made to KPMG. In addition, Pivovarna Laško, d. d., reported a delimiter
right to property of the debtor in bankruptcy, which includes:
• 120,783 uncertified securities of the issuer Pivovarna Laško, d. d., with the label PILR and where Pivovar-
na Laško, d. d., has 10. order (on 10,522 shares PILR) or 11. order (on 110,261 shares PILR),
• 17,015 uncertified securities of the issuer Mercator, d. d., with the label MELR and where Pivovarna Laško,
d. d., has 11. order,
• 18 uncertified securities of the issuer ČZP Večer, d. d., with the label VEMP and where Pivovarna Laško,
d. d., has 4. order,
• 158,975 uncertified securities of the issuer Thermana, d. d., with the label ZDLR, where Pivovarna Laško,
d. d., has 5. order.
The affiliated companies Pivovarna Union, d. d., Radenska, d. d., Radenci, Delo, d. d., and Fructal, d. d.,
acquainted Pivovarna Laško, d. d., as the parent company with their reports on relationships with the parent
company. In these reports the affiliated companies state transactions concluded after instructions within the
framework of the actual group.
The affiliated companies Pivovarna Union, d. d., Radenska, d. d., Radenci, and Delo, d. d., addressed to
Pivovarna Laško, d. d., letters of 23 December 2009, and Fructal, d. d., of 22 December 2009, in which they
warn they suffered a disadvantage due to transactions concluded based on the instructions provided by Pivo-
varna Laško, d. d., for closing the transactions that are the subject of this report, and inform Pivovarna Laško,
d. d., that it is obligated to compensate such disadvantage at the end of the fiscal year, since consequences
from Article 547 of the Companies Act ZGD-1 may occur. Pivovarna Laško, d. d., responded to the affiliated
companies with letters of 29 December 2009, in which it stated its point of view that the instructions given
by the former Management Board of Pivovarna Laško, d. d., were not in the economic interest of Pivovarna
Laško, d. d., but in the interest of Atka-Prima, d. o. o., and its owners, and proposed that the affiliated com-
panies bring their requirements, based on the activities of the multi-level group, against the company Atka-
Prima, d. o. o., Celje, Stanetova ulica 5.
Pivovarna Laško, d. d., has also informed the company Atka-Prima, d. o. o., with a letter of 29 December
2009 that it incurred a disadvantage because it concluded the transactions that are the subject of this report
according to instructions of the then-director of the company, Mr Boško Šrot, who was at the same time the
partner and the manager of the company Atka-Prima, d. o. o. Atka-Prima, d. o. o., responded with a letter of
2 February 2010 explaining that its investment in the company Kolonel, d. o. o., was only a financial invest-
ment and that it rejects the demand of Pivovarna Laško, d. d.
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Bearing in mind the bankruptcy of the company Infond Holding, d. d., and the compulsory settlement
of Center Naložbe, d. d., Pivovarna Laško, d. d., intends to exercise the injury in relevant court proceedings
once it has determined its scope.
2.3.2 REPORT ON SUBORDINATION OF AFFILIATED COMPANIES
The affiliated companies Pivovarna Union, d. d., Radenska, d. d., Radenci, Delo, d. d., and Fructal, d. d.,
acquainted Pivovarna Laško, d. d., as the parent company with their reports on relations with the parent
company. In these reports the affiliated companies define transactions concluded based on the instructions
within the framework of the actual group. Pivovarna Laško, d. d., is fully disclosing these reports as follows
below:
1. Pivovarna Union, d. d., LjubljanaI.
During the fiscal years 2008 and 2009, Pivovarna Union, d. d., as an affiliated company concluded the
following legal transactions within the framework of the actual group based on the instructions of the former
Management Board of the parent company Pivovarna Laško, d. d.:
Center Naložbe, d. d., Loan Agreement 01/09 of 1 February 2009 for the amount of a loan of EUR
4,800,000;
Center Naložbe, d. d., Loan Agreement CN-PU-2008-08 of 20 November 2008 for the amount of a loan
of EUR 5,000,000;
Center Naložbe, d. d., Loan Agreement CN-PU-2008-09 of 21 November 2008 for the amount of a loan
of EUR 1,700,000;
Center Naložbe, d. d., Loan Agreement CN-PU-2009-01 of 8 January 2009 for the amount of a loan of
EUR 1,600,000;
Center Naložbe, d. d., Loan Agreement CN-PU-2009-02 of 23 January 2009 for the amount of a loan of
EUR 2,300,000;
Center Naložbe, d. d., Loan Agreement CN-PU-2009-03 of 29 January 2009 for the amount of a loan of
EUR 1,800,000;
Center Naložbe, d. d., Loan Agreement CN-PU-2009-04 of 3 June 2009 for the amount of a loan of EUR
1,000,000;
Infond Holding, d. d., Loan Agreement PU-IH-2009/1 of 8 January 2009 for the amount of a loan of EUR
15,000,000;
Infond Holding, d. d., Loan Agreement PU-IH-2009/2 of 23 January 2009 for the amount of a loan of
EUR 1,000,000;
Infond Holding, d. d., Loan Agreement IH-PU of 10 February 2009 for the amount of a loan of EUR
10,000,000;
Infond Holding, d. d., Loan Agreement IH-PU of 18 February 2009 for the amount of a loan of EUR
550,000;
On 4 January 2008, purchase of 1,922,321 shares of the company Elektro Maribor, d. d. (EMAG) in the
amount of EUR 20,184,371.
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II.
In transactions from point I. Pivovarna Union, d. d., particularly arranged the following payments and
refunds:
The principal owed by the borrower totals EUR 44,750,000.00. Contractual interest payments owed by
the borrowers total EUR 476,263.14.
The price of the share of Elektro Maribor, d. d., which Pivovarna Union, d. d., implemented as a buyer on
4 January 2008 from Infond Holding, d. d., as the seller, amounted to EUR 10.50 per share.
III.
III.1. In transactions from point I. of this report, Pivovarna Union, d. d., with regard to the circumstances
of the transactions, which were known to it at its conclusion, agreed to an adequate payment and refund of
the loan.
The disadvantage of Pivovarna Union, d. d., as an affiliated company results from the fact that the borro-
wers failed to complete their obligations at their maturity according to the loan agreements, as has already
been explained in the Statement of Pivovarna Union, d. d., in accordance with Article 545 of the Companies
Act ZGD-1 of 31 August 2009.
III.2. The amounts of matured, non-settled obligations of borrowers towards Pivovarna Union, d. d., total,
according to the particular Loan Agreement as at 31 December 2009, as follows:
Center Naložbe, d. d., Loan Agreement 01/09 of 1 February 2009. Matured non-settled obligations total
EUR 4,931,726.74, of which EUR 4,800,000 is the principal, EUR 39,408.93 contractual interest and EUR
92,317.81 default interest.
Center Naložbe, d. d., Loan Agreement CN-PU-2008-08 of 20 November 2008. Matured non-settled obli-
gations total EUR 5,176,006.15, of which EUR 5,000,000.00 is the principal, EUR 0.00 contractual interest
and EUR 176,006.15 default interest.
Center Naložbe, d. d., Loan Agreement CN-PU-2008-09 of 21 November 2008. Matured non-settled obli-
gations total EUR 1,759,942.46, of which EUR 1,700,000.00 is the principal, EUR 0.00 contractual interest
and EUR 59,942.46 default interest.
Center Naložbe, d. d., Loan Agreement CN-PU-2009-01 of 8 January 2009. Matured non-settled obligati-
ons total EUR 1,643,908.91, of which EUR 1,600,000.00 is the principal, EUR 13,136.31 contractual interest
and EUR 30,772.60 default interest.
Center Naložbe, d. d., Loan Agreement CN-PU-2009-02 of 23 January 2009. Matured non-settled obligati-
ons total EUR 2,363,119.06, of which EUR 2,300,000.00 is the principal, EUR 18,883.44 contractual interest
and EUR 44,235.62 default interest.
Center Naložbe, d. d., Loan Agreement CN-PU-2009-03 of 29 January 2009. Matured non-settled obliga-
tions total EUR 1,849,397.52, of which EUR 1,800,000.00 is the principal, EUR 14,778.35 contractual interest
and EUR 34,619.17 default interest.
Center Naložbe, d. d., Loan Agreement CN-PU-2009-04 of 3 June 2009. Matured non-settled obligations
total EUR 1,027,443.06, of which EUR 1,000,000.00 is the principal, EUR 8,210.19 contractual interest and
EUR 19,232.87 default interest.
Infond Holding, d. d., Loan Agreement PU-IH-2009/1 of 8 January 2009. Matured non-settled obliga-
tions total EUR 15,616,438.34, of which EUR 15,000,000.00 is the principal, EUR 327,945.20 contractual
interest and EUR 288,493.14 default interest.
Infond Holding, d. d., Loan Agreement PU-IH-2009/2 of 23 January 2009. Matured non-settled obliga-
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tions total EUR 1,028,082.02, of which EUR 1,000,000.00 is the principal, EUR 12,166.08 the contractual
interest and EUR 15,915.94 default interest.
Infond Holding, d. d., Loan Agreement IH-PU of 10 February 2009. Matured non-settled obligations total
EUR 10,392,161.65, of which EUR 10,000,000.00 is the principal, EUR 39,558.90 contractual interest and
EUR 352,602.75 default interest.
Infond Holding, d. d., Loan Agreement IH-PU of 18 February 2009. Matured non-settled obligations total
EUR 571,568.89, of which EUR 550,000.00 is the principal, EUR 2,175.74 contractual interest and EUR
19,393.15 default interest.
The acquisition of 1,922,321 shares of Elektro Maribor, d. d. (EMAG) in the amount of EUR 20,184,371 or at
price EUR 10.50 per share. The estimated market value of EMAG shares as at 31 December 2009 equals EUR
3.7 per share or the total market value of all 1,922,321 EMAG shares amounts to EUR 7,112,587.70.
III.3. The disadvantage of Pivovarna Union, d. d., shall be disclosed in matured and non-settled obligati-
ons of the borrowers from point I. of this report and in reduction of the market value of the purchased shares
of Elektro Maribor, d. d. (EMAG). The disadvantage of Pivovarna Union, d. d., occurred with the event of late
payment by borrowers or due to the reduction in the market value of the shares of Elektro Maribor, d. d., and
has not been compensated to Pivovarna Union, d. d., to date.
Pivovarna Union, d. d., has in the receivership proceeding against the debtor Center Naložbe, d. d., which
is being conducted before the District Court in Maribor under reference number St 53/2010, reported a
claim in the total amount of EUR 19,197,541.97, of which EUR 18,200,000.00 is principal, EUR 94,417.22
contractual interest and EUR 856,529.43 default interest, charged until 17 February 2010, and EUR 46,595.32
of expenses incurred by Pivovarna Union, d. d., in judicial protection procedures and claim actions towards
Center Naložbe, d. d., or debt recovery of Center Naložbe, d. d.
Pivovarna Union, d. d., has in the bankruptcy proceedings against the debtor Infond Holding, d. d., whi-
ch is being conducted before the District Court in Maribor under reference number St 912/2009, repor-
ted a claim in the total amount of EUR 28,107,482.38, of which EUR 26,561,789.97 is the principal, EUR
369,679.84 contractual interest and EUR 926,833.15 default interest, charged until 28 December 2009, and
EUR 249,179.42 of expenses incurred by Pivovarna Union, d. d., in judicial protection procedures and claim
actions towards Infond Holding, d. d., or debt recovery of Infond Holding, d. d. In addition, Pivovarna Union,
d. d., reported a delimiter right to property of the debtor in bankruptcy, which includes:
• 120,783 uncertified securities of the issuer Pivovarna Laško, d. d., with the label PILR, and where Pivovar-
na Union, d. d., has 7th and 12th order (on 10,522 shares PILR) or 8th and 13th order (on 110,261 shares
PILR),
• 17,015 uncertified securities of the issuer Mercator, d. d., with the label MELR and where Pivovarna Union,
d. d. has 8th or 13th order,
• 18 uncertified securities of the issuer ČZP Večer, d. d., with the label VEMP, and where Pivovarna Union,
d. d. has 1st order,
• 158,975 uncertified securities of the issuer Thermana, d. d., with the label ZDLR and where Pivovarna
Union, d. d., has 2nd order.
The disadvantage of the company was not compensated to it at the end of the fiscal year. With a letter of
23 December 2009 the company warned the parent company Pivovarna Laško, d. d., that it had suffered a
disadvantage due to transactions concluded based on the instructions provided by Pivovarna Laško, d. d.,
for closing the transactions which are subject of this report, and informed Pivovarna Laško, d. d., that it is
obligated to compensate such disadvantage at the end of the fiscal year, since consequences from Article 547
of the Companies Act ZGD-1 may occur. The parent company, Pivovarna Laško, d. d., responded with a letter
of 29 December 2009, in which it stated its point of view that the instructions given by the former Manage-
ment Board of Pivovarna Laško, d. d., were not in the economic interest of Pivovarna Laško, d. d., but in the
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interest of Atka-Prima, d. o. o., and its owners and proposed to bring its demands, based on the activities of
the multi-level group, against the company Atka-Prima, d. o. o, Celje, Stanetova ulica 5.
On 15 October 2009, Pivovarna Union, d. d. addressed the District Court in Maribor with a proposal to
commence bankruptcy proceedings against Infond Holding, d. d., and Center Naložbe, d. d.
In the beginning the Court postponed the creditor's proposal for the commencement of bankruptcy pro-
ceedings against both companies to 18 January 2010 and later, with the decision of 28 December 2009, initi-
ated insolvency proceedings over Infond Holding, d. d., and on 27 February 2010, introduced a compulsory
settlement against Center Naložbe, d. d.
On 29 March 2010, Pivovarna Union, d. d. reported a claim in the bankruptcy proceedings against Infond
Holding, finančna družba, d. d., in bankruptcy, and made a request to establish a Creditors' Committee. On
12 March 2010, Pivovarna Union, d. d., reported a claim in the receivership proceeding against the company
Center Naložbe, d. d.
Bearing in mind the bankruptcy and the compulsory settlement, Pivovarna Union, d. d. intends to exercise
the injury in relevant court proceedings once it determines its scope.
2. Radenska, d. d., RadenciI.In 2009 Radenska, d. d., Radenci, as an affiliated company concluded the following legal transactions
within the framework of the actual group according to the instructions of the former Management Board of
the parent company Pivovarna Laško, d. d.:
1. Loan Agreement of 27 March 2009 with the company Center Naložbe, d. d., Maribor, for the amount
of a short-term loan of EUR 500,000; the loan was returned in full on 1 July 2009,
2. Loan Agreement of 6 April 2009 with the company Center Naložbe, d. d., Maribor, for the amount of
a short-term loan of EUR 400,000; the loan was returned in full on 1 July 2009,
3. Loan Agreement of 30 April 2009 with the company Center Naložbe, d. d., Maribor, for the amount of
a short-term loan of EUR 1,000,000,
4. Loan Agreement of 5 May 2009 with the company Center Naložbe, d. d., Maribor, for the amount of a
short-term loan of EUR 700,000; the loan was returned partially on 1 July 2009 in the amount of EUR
100,000; thus the remaining amount of the loan to be returned totals EUR 600,000,
5. Loan Agreement of 6 May 2009 with the company Center Naložbe, d. d., Maribor, for the amount of a
short-term loan of EUR 1,500,000,
6. Loan Agreement of 30 May 2009 with the company Center Naložbe, d. d., Maribor, for the amount of
a short-term loan of EUR 1,700,000,
7. Loan Agreement of 4 June 2009 with the company Center Naložbe, d. d., Maribor, for the amount of a
short-term loan of EUR 5,000,000,
8. Loan Agreement of 12 June 2009 with the company Center Naložbe, d. d., Maribor, for the amount of
a short-term loan of EUR 2,000,000,
9. Loan Agreement of 1 February 2009 with the company Center Naložbe, d. d., Maribor, for the amount
of a short-term loan of EUR 5,700,000,
10. Loan Agreement of 1 June 2009 with the company Center Naložbe, d. d., Maribor, for the amount of a
short-term loan of EUR 6,600,000,
11. Loan Agreement of 10 February 2009 with the company Infond Holding, d. d., Maribor, for the amount
of a short-term loan of EUR 10,000,000, and
12. Loan Agreement of 10 June 2009 with the company Infond Holding, d. d., Maribor, for the amount of
a short-term loan of EUR 6,300,000.
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II.
In transactions from point I. Radenska, d. d., Radenci, agreed particularly to the following payments
and refunds:
1. The principal owed by the borrowers amounts to EUR 40,400,000.00.
2. Contractual interest owed by the borrowers amounts to EUR 454,832.55.
III.
1. In transactions from point I. of this report, Radenska, d. d., Radenci, agreed to an adequate payment
and repayment of the loan with regard to the circumstances of the transactions known to it at the time
of its conclusion.
2. The disadvantage of Radenska, d. d., Radenci, as an affiliated company results from the fact that bor-
rowers failed to fulfil their obligations at their maturity according to the loan agreements, as already
explained in the Statement of Radenska, d. d., Radenci, according to Article 545 of the Companies Act
ZGD-1 of 25 August 2009.
3. The amounts of matured, non-settled obligations of the borrower against Radenska, d. d., Radenci,
according to a particular loan agreement total as follows as at 31 December 2009:
• The amount of matured non-settled obligation totals EUR 42,072,668.17, from which EUR 40.400.000,00
the principal, EUR 454,832.55 contractual interest and EUR 1,217,835.62 default interest.
4. The disadvantage of Radenska, d. d., Radenci, is disclosed in matured and non-settled obligations of
the borrowers from point I. of this report. The disadvantage of Radenska, d. d., Radenci, occurred with
the event of late payment by borrowers and has not been compensated to Radenska, d. d., Radenci, to
date.
IV.
1. Radenska, d.d., Radenci, has in the receivership proceeding against the debtor Center Naložbe, d. d.,
which is being conducted before the District Court in Maribor under reference number St 53/2010,
reported a claim in the total amount of EUR 25,337,923.77, from which EUR 24,100,000.00 principals,
EUR 218,984.25 contractual interest, EUR 1,007,457.53 default interest charged until 2 February 2010,
and EUR 11,481.99 expenses incurred by Radenska, d. d., Radenci, in judicial protection procedures
and claim actions towards Center Naložbe, d. d., or debt recovery of Center Naložbe, d. d.
2. Radenska, d. d., Radenci, has in the bankruptcy proceedings against the debtor Infond Holding, d. d.,
which is being conducted before the District Court in Maribor under reference number St 912/2009,
reported a claim in the total amount of EUR 17,062,078.14, from which EUR 16,300,000.00 principals,
EUR 236,308.86 contractual interest, EUR 474,263.01 default interest charged until 28 December
2009, and EUR 51,506.27 expenses incurred by Radenska, d. d., Radenci in judicial protection proce-
edings and claim actions towards Infond Holding, d. d., or debt recovery of Infond Holding, d. d. In
addition, Radenska, d. d., Radenci, reported a delimiter right to property of the debtor in bankruptcy,
which includes:
• 120,783 uncertified securities of the issuer Pivovarna Laško, d. d., with the label PILR where Radenska,
d. d., has 5th order (on 10,522 shares PILR) or 6th order (on 110,261 shares PILR),
• 17,015 uncertified securities of the issuer Mercator, d. d., with the label MELR and where Radenska, d. d.,
has 6th order.
V.
1. The company's disadvantage at the end of the fiscal year was not compensated. With a written letter of
23 December 2009 the company warned the parent company Pivovarna Laško, d. d., that it incurred a
disadvantage due to transactions concluded based on the instructions provided by Pivovarna Laško, d.
d., for concluding the transactions which are subject of this report, and informed Pivovarna Laško, d.
d., that it shall undertake to compensate for this disadvantage at the end of the fiscal year; otherwise
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consequences from Article 547 of the Companies Act ZGD-1 may occur.
2. The parent company, Pivovarna Laško, d. d., responded with a letter of 29 December 2009, in which it
stated its point of view that the instructions given by the former Management Board of Pivovarna La-
ško, d. d., were not in the economic interest of Pivovarna Laško, d. d., but in the interest of Atka-Prima,
d. o. o., and its owners, and proposed to bring the demands, based on the activities of the multi-level
group, against the company Atka-Prima, d. o. o., Celje, Stanetova ulica 5.
VI.
1. On 15 October 2009, Radenska, d. d., addressed the District Court in Maribor with a petition to com-
mence bankruptcy proceedings against Infond Holding, d. d., and Center Naložbe, d. d. In the begin-
ning the Court postponed the creditor's petition for the commencement of bankruptcy proceedings
against both companies to 18 January 2010 and later, with a decision of 28 December 2009, initiated
insolvency proceedings over Infond Holding, d. d., and on 27 February 2010, introduced a compulsory
settlement against Center Naložbe, d. d.
2. On 29 March 2010, Radenska, d. d., reported a claim in bankruptcy proceedings against Infond Hol-
ding, finančna družba, d. d., in bankruptcy, and made a request to establish a Creditors' Committee. On
17 March 2010, Radenska, d. d., reported a claim in the receivership proceeding against the company
Center Naložbe, d. d.
3. Bearing in mind the bankruptcy and the compulsory settlement, Radenska, d. d, intends to exercise the
injury in relevant court proceedings once it determines its scope.
3. Fructal, d. d., Ajdovščina
I.
During the fiscal years 2008 and 2009 Fructal, d. d., as an affiliated company concluded the following
legal transactions within the framework of the actual group based on the instructions of the former Manage-
ment Board of the parent company Pivovarna Laško:
1. Loan Agreement with the company Center Naložbe, d. d., CN 1-08.
2. Loan Agreement with the company Center Naložbe, d. d., CN 3-09.
3. Loan Agreement with the company Infond Holding, d. d., IH 1-09.
4. Loan Agreement with the company Infond Holding, d. d., IH 2-08.
5. Loan Agreement with the company Infond Holding, d. d., of 7 November 2008.
6. Purchase of shares of the company Infond Holding, d. d., made based on the purchase agreement of
25 November 2008 and later purchases on the securities market until 31 March 2009.
II.
In transactions from point I. Fructal, d. d., agreed particularly to the following payments and refunds:
1. Total contractually agreed principal owed by the borrower Center Naložbe, d. d., as at 31 December
2009 amounts to EUR 6,200,000.00 and interest EUR 214,536.99.
2. Total contractually agreed principal owed by the borrower Infond Holding, d. d., as at 31 December
2008 amounts to EUR 3,200,000.00 and interest EUR 109,595.87.
3. The purchase value of shares of Infond Holding, d. d., which was in the period from 25 November 2008
to 31 March 2009, inclusive, carried out by Fructal, d. d., as the buyer amounted to EUR 5,588,365.90.
III.
1. In transactions from point I. of this report, Fructal, d. d., agreed to an adequate payment and re-
payment of the loan with regard to the circumstances of the transactions known to it at the time of its
conclusion.
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The disadvantage of the company Fructal, d. d., as an affiliated company results from the fact that borro-
wers failed to complete their obligations at their maturity according to loan agreements, as has already been
explained in the Statement of Fructal, d. d., in accordance with Article 545 of the Companies Act ZGD-1,
which was given in the semi-annual report for January–June 2009.
2. The amounts of matured, non-settled obligations of borrowers against Fructal, d. d., according to a
particular loan agreement total as follows as at 31 December 2009:
• Amount of the matured, non-settled obligation according to the Loan Agreement number CN 1-2008
totals EUR 5,899,578.08, from which EUR 5,700,000.00 the principal and EUR 199,578.08 default
interest.
• Amount of the matured, non-settled obligation according to the Loan Agreement number CN 3-2009
totals EUR 514,958.91, from which EUR 500,000.00 the principal, EUR 5,095.90 contractual interest
and EUR 9,863.01 default interest.
• Amount of the matured, non-settled obligation according to the Loan Agreement number IH 1-2009
totals EUR 2,688,709.29, from which EUR 2,600,000.00 the principal, EUR 25,240.80 contractual
interest and EUR 63,468.49 default interest.
• Amount of the matured, non-settled obligation according to the Loan Agreement number IH 2-2008
totals EUR 310,443.29, from which EUR 300,000.00 the principal, EUR 3,120.00 contractual interest
and EUR 7,323.29 default interest.
• Amount of the matured, non-settled obligation according to the Loan Agreement of 7 November
2008 totals EUR 310,443.29, from which EUR 300,000.00 the principal, EUR 3,120.00 contractual
interest and EUR 7,323.29 default interest.
• Purchase of 1,133,674 shares of Infond Holding, d. d., (label IFFR) in the total purchase value of EUR
5,588,365.90. The value of shares of Infond Holding, d. d., (label IFFR) was corrected to EUR 0 as at 31
December 2009.
3. The disadvantage of Fructal, d. d., is disclosed in matured and non-settled obligations of the borrowers
from point I. of this report and in reduction of the market value of the purchased shares of Infond
Holding, d. d. The disadvantage of Fructal, d. d., occurred with the event of late payment by borrowers
or due to the reduction in the market value of the shares of Infond Holding, d. d., and has not been
compensated to Fructal, d. d., to date.
Fructal, d. d., has in the receivership proceeding against the debtor Center Naložbe, d. d., which is
being conducted before the District Court in Maribor under reference number St 53/2010, reported
a claim in the total amount of EUR 6,550,432.89, from which EUR 6,200,000.00 principals, EUR
5,424.67 contractual interest and EUR 345,008.22 default interest, charged until 17 February 2010.
Fructal, d. d., has in the bankruptcy proceedings against the debtor Infond Holding, d. d., which is
being conducted before the District Court in Maribor under reference number St 912/2009, repor-
ted a claim in the total amount of EUR 3,338,503.91, from which EUR 3,204,081.00 principals, EUR
28,360.80 contractual interest and EUR 106,062.11 default interest charged until 28 December 2009.
In addition, Fructal, d. d., reported a delimiter right to property of the debtor in bankruptcy, which
includes:
•120,783 uncertified securities of the issuer Pivovarna Laško, d. d., with the label PILR, where Fructal,
d. d., has 6th and 9th order (on 10,522 shares PILR) or 7th and 10th order (on 110,261 shares PILR),
•17,015 uncertified securities of the issuer Mercator, d. d., with the label MELR and where Fructal, d. d.,
has 7th and 10th order,
•18 uncertified securities of the issuer ČZP Večer, d. d., with the label VEMP and where Fructal, d. d.
has 3rd order,
•158,975 uncertified securities of the issuer Thermana, d. d., with the label ZDLR and where Fructal,
d. d. has 4th order.
The company's disadvantage at the end of the fiscal year was not compensated. With a written letter of
22 December 2009 the company warned the parent company Pivovarna Laško, d. d., that it had incurred a
disadvantage due to transactions concluded based on the instructions provided by Pivovarna Laško, d. d., for
concluding the transactions which are the subject of this report, and informed Pivovarna Laško, d. d., that
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it shall undertake to compensate for this disadvantage at the end of the fiscal year; otherwise consequences
from Article 547 of the Companies Act ZGD-1 may occur. The parent company, Pivovarna Laško, d. d., re-
sponded with a letter of 29 December 2009, in which it stated its point of view that the instructions given
by the former Management Board of Pivovarna Laško, d. d., were not in the economic interest of Pivovarna
Laško, d. d., but in the interest of Atka-Prima, d. o. o., and its owners, and proposed to bring the demands,
based on the activities of the multi-level group, against the company Atka-Prima, d. o. o., Celje, Stanetova
ulica 5.
On 15 October 2009, Fructal, d. d. addressed the District Court in Maribor with a petition to commence
bankruptcy proceedings against Infond Holding, d. d., and Center Naložbe, d. d.
Initially the Court postponed the creditor's petition for the commencement of bankruptcy proceedings
against both companies to 18 January 2010 and later, with a decision of 28 December 2009, initiated insol-
vency proceedings over Infond Holding, d. d., and on 27 February 2010 introduced a compulsory settlement
against Center Naložbe, d. d.
On 29 March 2010, Fructal, d. d., reported a claim in bankruptcy proceedings against Infond Holding,
finančna družba, d. d., in bankruptcy, and made a request to establish a Creditors' Committee. On 12 March
2010, Fructal, d. d., reported a claim in the receivership proceeding against the company Center Naložbe, d. d.
Bearing in mind the bankruptcy and the compulsory settlement, Fructal, d. d, intends to exercise the inju-
ry in relevant court proceedings once it determines its scope.
4. Delo, d. d., Ljubljana
I.
During the fiscal years 2005, 2008 and 2009 Delo, d. d., as an affiliated company concluded the following
legal transactions within the framework of the actual group based on the instructions of the former Manage-
ment Board of the parent company Pivovarna Laško, d. d.:
1. Granted loan: Infond Holding, d. d., Loan Agreement of 30 January 2009, Annex No. 1 of 27 February
2009 for the amount of a loan of EUR 4,500,000.00, value date 1 June 2009, closed on 1 May 2009
and transferred with compensation to new agreement.
2. Granted loan: Infond Holding, d. d., Loan Agreement of 8 April 2009 for the amount of EUR 1,000,000,
value date 8 October 2009, closed on 1 May 2009 and transferred with compensation to new agree-
ment.
3. Granted loan: Infond Holding, d. d., Loan Agreement of 6 April 2009 for the amount of EUR
1,000,000.00, value date 6 October 2010, closed on 1 May 2009 and transferred with compensation to
new agreement.
4. Granted loan: Infond Holding, d. d., Loan Agreement of 1 May 2009 for the amount of EUR 6,500,000
(set off all three above agreements), value date 15 December 2009.
5. Granted loan: Center Naložbe, d. d., Loan Agreement of 28 May 2009 in the amount of EUR 500,000,
value date 28 August 2009.
6. On 16 May 2005 the purchase of 51,180 shares of Večer, d. d. (VEMG) in the amount of EUR 2,776,414.62
and on 10 November 2008 the purchase of 151,608 shares of Večer, d.d. (VEMG) in the amount of EUR
15,122,898, in total 202,788 shares in the value of EUR 17,899,312.62.
II.
In transactions from point I. Delo, d. d. agreed particularly to the following payments and refunds per
legal transactions:
Under seq. No. 4: Contractually agreed interest owed by the borrower in the amount of EUR 86,832.87
and repayment of principal in the amount of EUR 6,500,000.
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Under seq. No. 5: Contractually agreed interest owed by the borrower in the amount of EUR 3,825.73 EUR
and repayment of principal in the amount of EUR 500,000.
Under seq. No. 6: The price of a share of Večer, d. d., which was on 16 May 2005 implemented by Delo,
d. d., as the buyer, from the seller Deželna Banka Slovenije, d. d., amounted to EUR 54.25; the price of a share
of Večer, d. d., which was on 10 November 2008 implemented by Delo, d. d., as the buyer, from the company
Fimes, d. o. o, amounted to EUR 99.75 EUR per share.
III.
III.1. In transactions from point I. of this report Delo, d. d., agreed to an adequate payment and repayment
of the loan with regard to the circumstances of the transactions known to it at the time of its conclusion.
The disadvantage of the company Delo, d. d., as an affiliated company results from the fact that borrowers
failed to complete their obligations at their maturity according to loan agreements, as has already been
explained in the Statement of Delo, d. d., in accordance with Article 545 of the Companies Act ZGD-1 as at
26 August 2009.
III.2. The amounts of matured, non-settled obligations of borrowers against Delo, d. d., according to a
particular loan agreement amount as follows as at 31 December 2009:
Under seq. No. 4: The amount of the matured non-settled obligation totals EUR 6,775,956.16, from which
EUR 6,500,000.00 the principal, EUR 86,832.87 contractual interest and EUR 189,123.29 default interest.
Under seq. No. 5: The amount of the matured non-settled obligation totals EUR 519,236.69, from which
EUR 500,000.00 the principal, EUR 3,825.73 contractual interest and EUR 15,410.96 default interest.
Under seq. No. 6: The purchase of 202,788 shares of Večer, d. d., (label VEMG) in the total purchase value
of EUR 17,899,312.62. Estimated market value of 202,788 shares of VEMG totals EUR 11,208,000 as at 31
December 2009.
III.3. The disadvantage of Delo, d. d., is disclosed in matured and non-settled obligations of the borrowers
from point I. of this report and in reduction of the market value of the purchased shares of Večer, d. d. The
disadvantage of Delo, d. d., occurred with the event of the late payment by borrowers or reduction in the
market value of the shares of Večer, d. d., and has not been compensated to Delo, d. d., to date.
Delo, d. d., has in the receivership proceeding against the debtor Center Naložbe, d. d., which is being con-
ducted before the District Court in Maribor under reference number St 53/2010, reported a claim in the total
amount of EUR 525,154.50, from which EUR 500,000.00 the principal, EUR 3,825.73 contractual interest
and EUR 21,328.77 default interest, charged until 17 February 2010.
Delo, d. d., has in the bankruptcy proceedings against the debtor Infond Holding, d. d., which is being
conducted before the District Court in Maribor under reference number St 912/2009, reported a claim in
the total amount of EUR 6,771,147.94, from which EUR 6,500,000.00 the principal, EUR 86,832.87 contrac-
tual interest and EUR 184,315.07 default interest, charged until 28 December 2009. In addition, Delo, d. d.,
reported a delimiter right to property of the debtor in bankruptcy, which includes:
• 120,783 uncertified securities of the issuer Pivovarna Laško, d. d., with the label PILR, where Delo, d. d.
has 8th order (on 10,522 shares PILR) or 9th order (on 110,261 shares PILR),
• 17,015 uncertified securities of the issuer Mercator, d. d., with the label MELR and where Delo, d. d.,
has 9th order,
• 18 uncertified securities of the issuer ČZP Večer, d. d., with the label VEMP and where Delo, d. d.,
has 2nd order,
• 158,975 uncertified securities of the issuer Thermana, d. d., with the label ZDLR and where Delo, d. d.,
has 3rd order.
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The company's disadvantage at the end of the fiscal year was not compensated. With a written letter of
23 December 2009 the company warned the parent company Pivovarna Laško, d. d., that it had incurred a
disadvantage due to transactions concluded based on the instructions provided by Pivovarna Laško, d. d., for
concluding the transactions which are subject of this report, and informed Pivovarna Laško, d. d., that it shall
undertake to compensate for this disadvantage at the end of the fiscal year; otherwise consequences from
Article 547 of the Companies Act ZGD-1 may occur. The parent company, Pivovarna Laško, d. d., responded
with a letter of 29 December 2009, in which it stated its point of view that the instructions given by the
former Management Board of Pivovarna Laško, d. d., were not in the economic interest of Pivovarna Laško,
d. d., but in the interest of Atka-Prima, d. o. o., and its owners, and proposed to bring the demands, based
on the activities of the multi-level group, against the company Atka-Prima, d. o. o., Celje, Stanetova ulica 5.
On 15 October 2009, Delo, d. d., addressed the District Court in Maribor with a petition to commence ban-
kruptcy proceedings against Infond Holding, d. d., and Center Naložbe, d. d. Initally the Court postponed the
creditor's petition for the commencement of bankruptcy proceedings against both companies to 18 January
2010 and later, with a decision of 28 December 2009, initiated insolvency proceedings over Infond Holding,
d. d., and on 27 February 2010, introduced a compulsory settlement against Center Naložbe, d. d. On 29 Mar-
ch 2010, Delo, d. d. reported a claim in bankruptcy proceedings against Infond Holding, finančna družba,
d. d., in bankruptcy, and made a request to establish a Creditors' Committee. On 12 March 2010, Delo, d. d.,
reported a claim in the receivership proceeding against the company Center Naložbe, d. d.
Bearing in mind the bankruptcy and the compulsory settlement, Delo, d. d, intends to exercise the injury
in relevant court proceedings once it determines its scope.
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S h a r e h o l d e r s a n d t h e i m p a c t o f e c o n o m i c a n d o t h e r t r e n d s o n b u s i n e s s o p e r a t i o n s
Since 1995 Pivovarna Laško has been organized as a joint-stock company. At the end of fi scal year 2009
the company numbered 8,268 shareholders, which is 152 shareholders or 1.8 % less than at the end of 2008.
In 2008 2,488 shareholders of Pivovarna Laško, d. d., accepted a takeover bid.
NUMBER OF SHAREHOLDERS
2007 2008 2009
Delničarji na dan 31.12. 12,099 8,420 8,268
Verižni indeks / 69.6 98.2
2.4.1 IMPACT OF ECONOMIC AND OTHER TRENDS ON BUSINESS OPERATIONS
The general economic and fi nancial crisis infl uenced the decline in living standards and lower purchasing
power of the population.
Among other impacts, the business operations of the parent company Pivovarna Laško, d. d., and its
affi liated company Pivovarna Union, d. d., Ljubljana in 2009 were strongly infl uenced also by a government
fi scal measure, which increased the excise duty on beer as at 1 March 2009. Due to this particular gover-
nment measure, beer increased on the market and became less competitive compared with other alcoholic
beverages, particularly with wine, which is not burdened by the excise duty on alcoholic beverages.
2.4.2 CAPITAL OWNERSHIP STRUCTURE
As at 31 December 2009 the share capital of the company totals EUR 36,503,305 and is divided into
8,747,652 no-par-value shares without nominal value, all of which are fully paid. All shares are ordinary, re-
gistered and issued in uncertifi cated form, with the labels PILR and PILH. On 31 December 2009 8,611,481
shares with the label PILR and 136,171 shares with the label PILH were entered into the Central Register of
KDD (Securities Clearing Corporation, d. d., Ljubljana).
CAPITAL OWNERSHIP STRUCTURE OF PIVOVARNA LAŠKO, D. D.,AS AT 31 DECEMBER 2009
2.4
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CAPITAL OWNERSHIP STRUCTURE OF PIVOVARNA LAŠKO, D. D., AS AT 31 DECEMBER 2008
Infond holding, d.d.
Kapitalska družba, d.d.
Skagen kon-tiki verd papir fond
NFD1 delniški IS, d.d.
Ostale pravne osebe
Fizične osebe
Tujci
7.3 %
13.5 %
7.1 %
5.1 %
8.5 %
5.5 %
53.0 %
Infond holding, d.d.
Kapitalska družba, d.d.
Skagen kon-tiki verd papir fond
NFD1 delniški IS, d.d.
Ostale pravne osebe
Fizične osebe
Tujci
( in % ) 2007 2008 2009
Legal entities 66.9 79.2 79.1
Individual shareholders 20.0 13.5 13.7
Foreigners 13.1 7.3 7.2
Total 100.0 100.0 100.0
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Majority shareholdersOn 31 December 2009 the 10 largest shareholders possessed in total 5,908,316 shares or 67.5 % of the total
share capital, which is 16.3 % less than on 31 December 2008.
TEN LARGEST SHAREHOLDERS OF PIVOVARNA LAŠKO, D. D., END OF THE YEAR
(31.12.2009) Number of shares in % place
NLB, d. d. 1,713,685 19.590 1.
Kapitalska Družba, d. d. 617,488 7.059 2.
TCK, d. d. 613,300 7.011 3.
Probanka, d. d. 594,628 6.798 4.
GB, d. d., Kranj 542,448 6.201 5.
Skagen Kon-tiki Verdipapirfond 499,286 5.708 6.
NFD1 Delniški Investicijski Sklad, d. d. 446,465 5.104 7.
Publikum Fin, d. o. o. 343,053 3.922 8.
Abanka, d. d. 285,463 3.263 9.
Banka Celje, d. d. 252,500 2.886 10.
Total - top ten largest shareholders 5,908,316 67.542
Other minor shareholders 2,839,336 32.458
Total - all shareholders 8,747,652 100.000
(31.12.2008) Number of shares in % place
Infond Holding, d. d. 4,633,736 52.971 1.
Kapitalska družba, d. d. 617,488 7.059 2.
Skagen Kon-tiki Verdipapirfond 486,634 5.563 3.
NFD 1 Delniški Investicijski Sklad, d. d. 445,642 5.094 4.
CPM, d. d. 219,657 2.511 5.
D.S.U., d. o. o. 165,680 1.894 6.
Probanka, d. d. 151,129 1.728 7.
Uravnoteženi Vzajemni Sklad Infond Global 125,812 1.438 8.
Electa, d. o. o. Ljubljana 113,870 1.302 9.
Vzajemni Sklad Probanka Globalni Naložbe 98,801 1.129 10.
Total - top ten largest shareholders 7,058,449 80.690
Other minor shareholders 1,689,203 19.310
Total - all shareholders 8,747,652 100.000
The equity ownership structure of the company drastically changed in 2009, since banks dominate as
owners. Firstly, Infond Holding, d. d., replaced NLB, d. d., as the largest owner, which owns a 19.59 % share
of Pivovarna Laško, d. d. This bank is followed by Kapitalska Družba, d. d., which owns 7.06 % of shares and
remains with the same share as at the end of 2008 on second place, as well as TCK, d. o. o., which owns 7.01
% of shares and was not among the top 10 largest shares in the previous year.
The largest shareholders of the company also include Probanka, d. d. , which increased its share from 1.7
% to 6.8 % in the year 2009. Probanka is followed by GB, d. d., Kranj, with a 6.2 % share, which was also not
among the 10 largest shareholders; Skagen Kon-tiki Verdipapirfond and NFD 1 Delniški Investicijski Sklad
(equity investment fund) have almost the same ownership share as the year before. On 31 December 2009,
other companies owned less than 4 % of PILR shares.
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Capital ownership structure of affiliated companies
LARGEST SHAREHOLDERS OF RADENSKA, D. D., RADENCI
(31.12.2009) Number of shares in % place
Pivovarna Laško, d. d. 4,748,053 93.801 1.
Lesnina LGM, d. o. o. Ljubljana 22,062 0.436 2.
Radenska, d. d. Radenci 13,194 0.261 3.
Kozelj Bojan 6,042 0.119 4.
GBD, d. d. 4,077 0.081 5.
Vrankar Anton 1,500 0.030 6.
4 F, d. o. o. 1,260 0.025 7.
Camlek Marija 1,164 0.023 8.
Petrič Stane 900 0.018 9.
Lesnina, d. d. 890 0.018 10.
Total - Top ten largest shareholders 4,799,142 94.810
Other minor shareholders 262.714 5.190
Total - All shareholders 5,061,856 100.000
(31.12.2008) Number of shares in % place
Pivovarna Laško, d. d. 4,685,477 92.564 1.
MP BPH, d. d. Ljubljana 26,799 0.529 2.
Lesnina LGM, d. o. o. Ljubljana 22,062 0.436 3.
Potočnik Marko 15,442 0.305 4.
Radenska, d. d. Radenci 13,194 0.261 5.
Pohištvo, d. d. Ljubljana 12,273 0.242 6.
Plevnik Božidar 7,181 0.142 7.
Kozelj Bojan 6,042 0.119 8.
GBD, d. d. 4,077 0.081 9.
Vrankar Anton 1,500 0.030 10.
Total - Top ten largest shareholders 4,794,047 94.709
Other minor shareholders 267,809 5.291
Total - All shareholders 5,061,856 100.000
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LARGEST SHAREHOLDERS OF PIVOVARNA UNION, D. D., LJUBLJANA
(31.12.2009) Number of shares in % place
Pivovarna Laško, d. d. 441,589 97.889 1.
May Alexander 3,652 0.810 2.
Skandij, d. o. o 384 0.085 3.
GBD, d. d. 109 0.024 4.
Energoplan, d. d. 100 0.022 5.
Pintar Nina 100 0.022 6.
Srakar Drago 86 0.019 7.
Pivovarna Union, d. d. 69 0.015 8.
Laknar Frančiška 40 0.009 9.
Skvarča Frančišek 40 0.009 10.
Total - Top ten largest shareholders 446,169 98.904
Other minor shareholders 4,945 1.096
Total - All shareholders 451,114 100.000
(31.12.2008) Number of shares in % place
Pivovarna Laško, d. d. 440,089 97.556 1.
May Alexander 3,652 0.810 2.
MP BPH, d. d. 886 0.196 3.
Skandij, d. o. o 384 0.085 4.
DBS, d. d. 345 0.076 5.
Hram Holding, d. d. 200 0.044 6.
Pintar Nina 100 0.022 7.
Energoplan, d. d. 100 0.022 8.
Srakar Drago 86 0.019 9.
Pivovarna Union, d. d. 69 0.015 10.
Total - Top ten largest shareholders 445,911 98.847
Other minor shareholders 5,203 1.153
Total - All shareholders 451,114 100.000
OWNERSHIP STRUCTURE IN JADRANSKA PIVOVARA – SPLIT, D. D.
(31.12.2009) Number of shares in %
Pivovarna Laško, d. d. 3,255,152 99.106
Other minor shareholders 29,365 0.894
Total - All shareholders 3,284,517 100.000
The ownership share of Pivovarna Laško, d. d., and other minority shareholders in Jadranska Pivovara,
d. d., Split, remains on 31 December 2009 the same as at the end of 2008. The total number of shareholders
is 81.
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BUSINESS SHARES IN THE COMPANY VITAL MESTINJE, D. O. O.
(31.12.2009) in %
Pivovarna Laško, d. d. 96.920
Other partners 3.080
Total all partners 100.000
The business share of Pivovarna Laško, d. d., and other partners in the company Vital Mestinje, d. o. o.,
remains on 31 December 2009 the same compared to the previous year.
EQUITY SHARES IN THE COMPANY DELO, D. D., LJUBLJANA
(31.12.2009) Number of shares in %
Pivovarna Laško, d. d. 539,516 80.831
Radenska, d. d. Radenci 127,928 19.166
Firma Del, d. o. o. Laško 20 0.003
Total - All shareholders 667,464 100.000
The equity share of Pivovarna Laško, d. d., and other companies in Delo, d. d., Ljubljana remains on 31
December 2009 unchanged compared to 31 December 2008.
THE BALANCE OF SHARES AND SHARE OF THE MANAGEMENT BOARD AND INDIVIDUAL MEMBERS OF THE SUPERVISORY BOARD OF PIVOVARNA LAŠKO, D. D., IN THE SHARE CAPITAL AS AT 31 DECEMBER 2009
( shareholder ) Membership Number of shares Participation %
Dušan Zorko Management 450 0.0051
Andrej Kebe Supervisory Board 9,393 0.1074
Anton Turnšek Supervisory Board 9,773 0.1117
Bojan Košak Supervisory Board 17,785 0.2033
Total 37,401 0.4275
Other members of the Supervisory Board were not holders of shares of Pivovarna Laško, d. d., on that day.
Indirect ownership of the former Management BoardThe director of Pivovarna Laško, d. d., Mr Boško Šrot, was, together with his wife, co-owner of the com-
pany Atka-Prima, d. o. o., Celje, which initially had 100 %, and then 70 % share in the company Kolonel,
d. d., Maribor. The latter was the majority owner of the company Center Naložbe, d. d., Maribor, in the amo-
unt of 78 %, and the latter was the owner of a 71 % share of the company Infond Holding, d. d., Maribor.
The term of office of the former director of Pivovarna Laško, d. d., Mr Boško Šrot, expired on 23 July 2009.
In August 2009 banks seized shares of Pivovarna Laško, d. d., from Infond Holding, d. d., Maribor, so at the
end of the year 2009 Infond Holding, d. d., was the holder of only 120,783 PILR shares or had a 1.38 % share
in Pivovarna Laško, d. d.
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Authorised and conditional capitalIn 2009 the General Meeting of Shareholders did not conclude a conditional increase of the share capital
or authorised capital.
Power to Management Board for obtaining treasury sharesOn 31 August 2009 the General Meeting of Shareholders empowered the Management Board of Pivovarna
Laško, d. d., to purchase treasury shares for purchase, which shall not be higher than the price of the share
which is valid on the securities market, with the intention of maximising the intrinsic value of the company
shares.
The total number of shares obtained for the purpose described in the previous paragraph shall not, toge-
ther with other company shares, exceed 10 % of the company's share capital. The power of the Management
Board for the purchase of treasury shares is valid for 36 months from the receipt of this decision, that is from
31 August 2009 on.
The Management Board shall not acquire treasury shares for the sole purpose of trading. If the Manage-
ment Board of the company discovers that it no longer needs the shares obtained for the aforementioned
purpose, it may dispose of them with consent from the Supervisory Board of the company.
2.4.3 SHARES
Shares of Pivovarna Laško, d. d., with the label PILR are quoted on the securities market of Ljubljanska
Borza, d. d., Ljubljana from 1 February 2000 onward as ordinary shares. As at 31 December 2009 the share
capital of the company totals EUR 36,503,305 and it is divided into 8,747,652 no-par-value shares without
nominal value.
As at 12 March 2009 29,509 shares of Pivovarna Laško, d. d., were deleted from the Central Register at
KDD and were swapped for the same amount of ordinary no-par-value shares with the label PILR. After the
implemented entry there are in total 8,611,481 ordinary no-par-value shares with the label PILR and 136,171
shares with the label PILH recorded in the Central Register at KDD.
The company has had since the process of ownership transformation shares with the label PILH, which
are reserved for denationalization beneficiaries. If a decision is issued in favour of a denationalization bene-
ficiary, the share swaps from the label PILH to PILR and begins quoting on the securities market.
In 2009 Pivovarna Laško, d. d., failed to obtain treasury shares but disposed or sold 4,499 treasury shares
in the total amount of EUR 141,987 to employees. On 31 December 2009 the company had in its portfolio
755 lots of disposed treasury shares, which totals 0.0086 % of all shares, and the affiliated companies have
the following number of shares in their possession: Radenska, d. d., 21,195 lots (0.2423 %), Pivovarna Union,
d. d., 9,584 lots (0.1096 %) and Fructal, d. d., 13,087 lots (0.1496 %) of PILR shares.
The revised book value per share of PILR as at 31 December 2009 according to IFRS totals EUR 14.78. At
the end of 2009 the marker value per share totalled EUR 27.15, which exceeds the book value by 83.7 %. Each
share gives the owner the right to vote at the annual General Meeting of Shareholders and to participate in
profits. In recent years the company paid out nearly half of the annual net profits through dividends, while
the rest of the profits went to investments and reserves. The Management Board of the company supports
the long-term dividend policy outlined in the coming years; however, it depends on the reorganization of the
financial situation or on the financial restructuring of the company.
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AVERAGE MARKET VALUE OF PILR SHARE IN 2009
0
20
40
60
80
100
jan feb mar apr maj jun jul avg sep okt nov dec
( in EUR ) Jan. Feb. Mar. April May June July Aug. Sept. Oct. Nov. Dec.
46.55 48.84 44.75 43.90 41.70 40.27 34.52 30.53 29.30 27.88 26.23 25.58
BOOKKEEPING VALUE OF PILR SHARE AS AT 31 DECEMBER FOR THE PERIOD FROM 2000–2009
0
10
20
30
40
200
0
200
1
200
2
200
3
200
4
*20
05
*20
06
*20
07
*20
08
*20
09
( in EUR ) 2000 2001 2002 2003 2004 *2005 *2006 *2007 *2008 *2009
18.09 19.68 22.12 23.07 22.82 20.11 21.93 26.45 20.90 14.78
* under IFRS, for all years from 2000 to 2006 inclusive the conversion rate is EUR 1 = SIT 239.640
In 2005 the bookkeeping value of the share changed from EUR 24.44 to EUR 20.11 due to the trans-
fer on IFRS.
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2.4.4 FINANCIAL CALENDAR FOR 2010
GENERAL MEETING OF SHAREHOLDERS
Expected in July 2010.
ENTITLEMENT TO DIVIDEND
In the event the General Meeting of Shareholders decides on payment of dividend, then those hol-
dersof shares are entitled to it who are entered in the share register by the third day after the meeting.
PAYMENT OF DIVIDENDS
Not later than 60 days after the adopted decision on payment rendered.
NON-AUDITED ANNUAL FINANCIAL STATEMENTS
Non-consolidated financial statements
Deadline for publication is two months after the fiscal year or last day in February.
Consolidated financial statements
Deadline for publication is three months after the fiscal year or last day in March.
AUDITED NON-CONSOLIDATED AND CONSOLIDATED ANNUAL FINANCIAL STATEMENTS
The company shall submit an audited annual non-consolidated and consolidated report and shall
publish it immediately when possible, however, not later than within 30 days after the receipt of the
audit report.
Deadline for publication of the audited non-consolidated and consolidated report is four months
after the fiscal year or by 30 April.
SEMI-ANNUAL REPORT
The company shall submit a semi-annual report as soon as possible. Deadline for publication of the
summary of the semi-annual report is two months after the completed semi-annual accounting period
or by 31 August.
OTHER INTERIM REPORTING
The company must also report on business operations for the first three or first nine months of the
fiscal year. Deadline for publication is two months (31 May or 30 September) after the relevant accoun-
ting period (three-month or nine-month accounting period).
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S a l e
In 2009 the total quantity sales of Pivovarna Laško, d. d., were with regard to 2008 6.4 % lower in beer
sales, while the company reported a fall of 26.8 % in sales of water. While we increased the sales of beer in
Kosovo, Macedonia, Montenegro and on convertible markets, the company recorded lower sales of beer in
Slovenia, Serbia, Bosnia and Herzegovina and Croatia.
SALES OF BEER AND WATER
Beer sales
Water sales
0
375,000
750,000
1,125,000
1,500,000
2007 2008 2009
in h
ecto
litre
s
Beer sales
Water sales
( in % ) 2007 2008 2009
Beer sales 95.8 95.9 96.8
Water sales 4.2 4.1 3.2
Total 100.0 100.0 100.0
The ratio between the sales of beer and water in 2009 remains almost the same as previous years; the sale
of beer increased by 1 percentage point and the sale of water decreased by 1 percentage point.
SALES OF BEER ON DOMESTIC AND FOREIGN MARKETS
Domestic market
Foreign market
in h
ecto
litre
s
0
225,000
450,000
675,000
900,000
2007 2008 2009
Domestic market
Foreign market
2.5
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( in % ) 2007 2008 2009
Domestic market 82.9 83.5 78.2
Foreign market 17.1 16.5 21.8
Total 100.0 100.0 100.0
2.5.1 SLOVENIAN MARKET
In 2009 the total consumption of beer of all providers (both domestic and foreign) totalled 1,712,000
hectolitres. With regard to 2008 consumption decreased by 5 %. The Slovenian beer market is still
facing the pressure of competitive beer in lower, medium and higher price ranges from imports. In
2009 the import of beer increased by 2 % and now has a 15.2 % market share. We detect an increased
volume of investment by foreign competition in HORECO (Heineken, Tuborg, Veltins). The market
share of commercial brands of imported beer is increasing in trade.
On 1 January 2009 Pivovarna Laško, d. d., transferred to the information system SAP, which su-
pports the complete business operations of the company. The call centre, which is located in Ljubljana,
accepts all retail orders for the complete selling assortment of Pivovarna Laško Group, while wholesale
orders are still placed separately per individual companies.
Changes in selling assortment: • On 1 June 2009 the company launched a new product on the market, Bandidos Cuba Libre, in two
packaging forms (case of bottles 24 x 1 and flat of six-packs 4 x 6),
• On 1 June 2009 the company reduced the percentage of alcohol in draft beer from 4.9 % to 4.5 %
(beer in barrels),
• On 1 December 2009 the company launched a new product, the dark beer Eliksir with 7.6 % alco-
hol content in two packaging forms (case of bottles 24 x 1 and flat of six-packs 4 x 6),
• The company eliminated the four-pack of Bandidos Ice cans from its line of products,
• The company eliminated the four-pack of Bandidos Power cans from its line of products,
• The company eliminated Bandidos Light Lemon from its line of products (abolition of the trade
mark).
The following changes were introduced in the field of pricing policy:• From 1 January 2009 on, the company changed the method of calculating the contractual rebate
based on gross (price with excise duty) and net (price exclusive of excise duty). At the same time the
company reduced the rebate scale for all buyers, and consequently reduced prices on the pricelist
by 11 % in sales of beer and by 7.5 % in sales of water. These changes were made in such a way that
the purchase prices for buyers remained almost unchanged. These changes harmonized the amo-
unts of rebates on the account and the method of calculating them in all members of Pivovarna
Laško Group,
• From 1 March 2009 the state increased the excise duty for beer from EUR 6.86 /hl – 1 % of alcohol
level to EUR 9.00/hl – 1 % of alcohol level; this resulted in an increase of prices for buyers and then
retail prices for the final consumer,
• From 1 June 2009 the company raised prices of particular trademarks of beer by 5 % (Laško Zlato-
rog, Laško Club, Laško Dark, Laško Light).
The quantitative market share for Pivovarna Laško beer in 2009 totals 45.1 %, for Pivovarna Union
(including their own trademarks) 39.7 % and imported beer 15.2 %. With regard to the previous year,
the market share of imported beer increased by 1 percentage point.
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MARKET SHARE TRENDS OF TWO LARGEST SLOVENIAN BREWERIES
( in % ) 2007 2008 2009
Pivovarna Laško 50.1 48.3 45.1
Pivovarna Union 37.1 37.5 39.7
From the total sales of Pivovarna Laško beer on the Slovenian market, which totalled 765.634 hl, the year
2009 recorded the sale of 539,478 hl of beer (70.5 %) via wholesale (central storage facility), which represents
a 5.6 % decrease with regard to 2008, and 226,156 hl of beer (29.5 %) via retail sale (distribution centres),
which represents a 24.1 % decrease with regard to 2008.
SALES ON SLOVENIAN MARKET, VIA WHOLESALERS AND DISTRIBUTION CENTRES
Wholesalers
Distribution centers
in h
ecto
litre
s
200,000
300,000
400,000
500,000
600,000
2007 2008 2009
Wholesalers
Distribution centers
( in % ) 2007 2008 2009
Wholesalers 60.5 65.9 70.5
Distribution centers 39.5 34.1 29.5
Total 100.0 100.0 100.0
As in all previous years, in 2009 our company managed the pricing policy well; namely, most of the com-
pany payments are insured with bank guarantees and other forms of insurance.
The sale of Oda water in 2009 was with regard to 2008 lower by 26.8 % and totalled 32,706 hl. The majo-
rity of this water is sold on the domestic market; only 0.1 % is generated from export. The decline of the sales
quantity is related to the adopted strategy of Pivovarna Laško Group for the trade group of water, where no
investments in the market were expected for the trademark Oda. The penetration of extremely cost-eff ective
waters from import and aggressive pricing competition of waters with the trademarks Dana and Costella is
even more present on the market for waters compared to the market for beers.
2.5.2 FOREIGN MARKETS
In 2009 exports increased by 23.3 %, mainly due to excellent sales of the beer Ceres on the Italian market.
The company also recorded the growth of sales in the markets of Kosovo, Macedonia and on convertible
markets. Analysed sales also include the sale of Laško beer from Jadranska Pivovarna in Bosnia and Herze-
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govina and in Montenegro.
There is a decline in sales on the markets of Bosnia and Herzegovina (BiH), Serbia, Montenegro and Cro-
atia. The reasons for such decline are the following:
• customs 16 % (BiH),
• continuation of price support implementation (BiH),
• customs 21 % (Serbia),
• decline in consumers' purchasing power,
• illiquidity and lack of financial discipline on the side of larger buyers of our importers mainly devoting
money from selling beer for investments, and who wish to pay for the beer with compensations (BiH,
Serbia and Montenegro),
• selling prices of beer made by local breweries are significantly lower than the prices of our beer,
• interests of caterers in the sale of local beer,
• breweries owned by foreign multi-national companies invest extremely high amounts in marketing
communications (breweries are among the strongest advertisers),
• in addition to investing in the media, these breweries also invest enormous resources in sale promotion
through advertising material, branding points of sale, sponsoring events, etc.,
• propaganda in terms of »buy local and help local industry« is still strongly present in Croatia, BiH, Serbia
and in Montenegro.
CroatiaIn 2009 sales in Croatia (only from Pivovarna Laško) totalled 61,284 hl of beer, which represents a decline
in sales by 3.5 % compared to 2008.
From 1 January 2009, Jadranska Pivovara, d. d., Split, ceased production of Zlatorog beer, which was
transferred to Pivovarna Laško; thus the complete range of beers from Laško intended for sale in Croatia
was manufactured in Laško. In addition, Jadranska Pivovara ceased producing the trademark for the retail
chain Konzum.
In April 2009 Jadranska Pivovara stopped imports of Laško beers for the Croatian market. From 1 May
2009 Orvas Plus, d.o.o., Zagreb, became the exclusive importer for the Croatian market.
The total sale of beers of all breweries on the Croatian market was 7 % less in 2009 than in 2008.
BiH, Serbia, Montenegro, Kosovo, MacedoniaIn 2009, on the market of Bosnia and Herzegovina our company continued with the sale promotion of
draft beer and Zlatorog beer in a return package from the brewery Jadranska Pivovara. No customs is requi-
red for the beer manufactured in Jadranska Pivovara. On this market we still have 16 % customs for mer-
chandise from Slovenia. The sale of draft beer was on index 82, and the total sale on index 66. The decline
in sales is mostly a reflection of a drastic reduction in the marketing budget and a drop in purchasing power.
RA&LA in Sarajevo (a joint venture of Pivovarna Laško Group members) was reorganized in terms of a
merger of the promotion team: before, promoters were separated into a part promoting the sale of beer and
a part promoting the sale of soft drinks, while in 2009 the promoters integrated into one team that promotes
the sale of all products of Pivovarna Laško Group members.
Synergies among members of the Group were achieved mainly in supplying the trade sector. Laško and
Fructal have the same supplier for Mercator, Tuš and Interex, and Union joined us at Petrol.
We also tried to achieve synergies in investing into catering facilities, where in the event of larger invest-
ments (awnings, cooling racks, machines for filling beverages, sunshades) we have been calling on buyers to
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include key products of all Pivovarna Laško Group members into their sales offer.
Our presence on the markets of Serbia and Montenegro is increasingly limited only to catering, since
inputs for entering large retail chains are too high with regard to the desired amount of sale. On the Serbian
market our company still has a 21 % customs fee on merchandise from Slovenia. The sales decline in Mon-
tenegro is, however, the result of an extremely poor holiday season and payment uncertainty in this country.
The Macedonian market remains a growing market for the sale of Laško beer. We are present both in retail
trade, as well as in the catering industry. Despite the great distance and strong competition, our company is
achieving good results with increased marketing input and the active participation of our importer.
On the Kosovo market, the sale of Laško beer in 2009 stabilized and increased by 23 % with regard to
2008. In Kosovo, after the attainment of independence, a national note in the context of »buy local« has been
very present.
Other foreign marketsThe sale of products of Pivovarna Laško on the sales market of the European Union (EU) and other foreign
markets was higher by 139 % in 2009 with regard to 2008. The total sales on the markets of the EU and other
markets in 2008 amounted 101,506 hl.
The sales of beer in Italy, our largest sales market in the EU, increased by 171 % in 2009. Increased sales
are associated with the expansion of points of sale in the segment of trade and with the successful realization
of the project of easement filling Ceres Top Pilsner beer. In 2009, the sales of Pivovarna Laško brand marks
on the Italian market reached a level of 35,904 hl, which is 28 % larger by quantity than sales in 2008. The
sales of Ceres Top Pilsner beer in 2009 were at the level of 45,053 hl.
In 2009 the sales of beer on the Austrian market recorded 30 % growth with regard to the previous year.
Sales growth was achieved by including a new distributor on this market and by more intensive sales of beer
in barrels.
The growth of beer sales in the Hungarian market was achieved with entry into the retail chains Cora and
Tesco.
The sales of beer in other countries—Canada, Germany, United States, Switzerland, Australia, Albania,
Malta, Sweden, Czech Republic, Slovakia, Romania and Belgium—were larger than the previous year.
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S u p p l y f l o w s
In 2009 the situation in the supply market completely changed again. After a very bad market supply with
all basic materials in 2009, a surplus of these materials appeared once again in 2009. After the fall of beer
consumption throughout the globe, after a very good agricultural harvest in much of Europe, the prices of
all basic materials for beer production were significantly reduced. After a fall in oil prices and other stock
market materials, the prices of the majority of intermediate goods decreased, as evidenced by the reduction
of costs of materials in the company's business operations.
The global economic crisis and also developments in Pivovarna Laško, d. d., in 2009 adversely affected su-
ppliers' confidence. Deteriorating liquidity indicated in delays in the payment of obligations and consequent
uncertainty regarding the future has affected suppliers' requests. For the first time our company faced the
fact that suppliers require particular instruments as collateral and set permitted debt limits. Due to a good
relationship with suppliers, the majority of which have been our partners for many years now, our company
has been achieving normal supply without too much difficulty; however, an honest dialogue and continuous
contact with them remains an important factor.
Our company continues with the joint work of the purchasing departments in the Pivovarna Laško Group,
which has turned out well already in previous years and has great synergy effects.
The comparative advantages that we, as a reputable and a trustworthy company, emphasized in previous
years were nullified due to events in Pivovarna Laško, d. d., that were known to the general public. Good and
correct relations among members, a joint and uniform appearance, and continuous communication with
suppliers represent a path our company intends to continue. With these procedures and with the gradual
improvement of the general economic situation, our company will, with a longer period of time, regain sup-
pliers' trust, which is still good in spite of everything.
When operating in the area of maintaining a human-friendly environment, a lot of energy will be invested
in applying ecologically suitable materials that maintain the natural environment, which in supply processes
means particularly experimenting with different types of packaging, in which we take over different materi-
als, as well as the collection and recycling of those materials. Raising environmental awareness is an integral
part of our operation.
2.6
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P r o d u c t i o n
Despite the year of recession and liquidity problems, the company in 2009 has managed to successfully
produce and fill up the wide range of our products, and at the same time has introduced several innovations,
which confirmed the developmental orientation and innovation of Pivovarna Laško, d. d. Even greater atten-
tion was paid to quality standards: we obtained HACCP certificate and participated together with the purcha-
sing department in selecting the best raw materials for the production of beer. Time and time again we are
pleased to find that the quality standards of Pivovarna Laško exceed the norms and standards of suppliers,
who supply products or render services also to the world-famous companies in our branch.
Special importance was given to the traceability of our product in the complete chain, since this is the only
way our company is able to provide superior quality for our final consumers. Prior to the summer season,
we also implemented a differentiation between Laško Zlatorog draft beer and bottled beer, so that the alcohol
level of the draft beer was reduced from 4.9 to 4.5 alcohol by volume. The main reason for this change was a
desire to increase the draft beer drinkability, where the company successfully ensured that no discrepancies
in the final product quality occurred. Particular attention was also paid to the problem of consumers being
affected by headache; together with recognized analytical laboratories, we came to the conclusion that the
constituents of the various types of beer of Pivovarna Laško are below the limits that could cause any kind of
physiological problems in end users. Together we came to the conclusion that the main reason for this might
only be too much beer consumed, or the physiological or physical condition of an individual.
In 2009 we improved the inventory turnover of spare parts in maintenance and raw materials in the
production of beer, as well as the consumption of chemicals for washing the manufacturing equipment.
We systematically began with surveillance and management of energy resources and with introducing the
principle of the company's sustainable development.
Despite the wear on product lines for return packaging, we continued the project of renewing return pac-
kaging, which will be realized together with the renewal of the filling line ST2. Parallelism would certainly
bring us a number of synergystic effects in the area of managing filling lines, and consuming water and
energy, and at the same time enable a breakthrough with innovative packaging also on adjacent markets.
In addition to planning the renewal of the production equipment, together with the human resources
department we started with the systematic rejuvenation of operational personnel in the field of filling, where
in recent years a lack of quality professional and expert workers, particularly in the area of managing and
maintaining the filling lines, has been noted.
Nevertheless, in addition to numerous activities in the areas of ecology in 2009, the company managed to
obtain an environmental permit, which is the basis for regular and smooth functioning of Pivovarna Laško
in the next 10 years.
As in previous years, a lot of work and efforts were also invested in activities of coordination among com-
panies at the level of Pivovarna Laško Group. This was, with the exception of reducing costs, certainly well
reflected from the operational point of view and in the operating results of individual companies within the
Group.
2.7.1 BEER PRODUCTION
In 2009 the company produced 1,070,369 hl of wort of malt for beer and 2,269 hl of non-hop wort of
malt for the licensed product Vitamalt G Power. There were on the whole no problems in technology, but
fluctuations in the quality of the German supplier's malt appeared.
Throughout the entire year optimizations to reduce the production waste were carried out, and the waste
was lower than the previous year.
We tested a two-component medium Crosspure of BASF manufacturer, which will in the future replace
2.7
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diatomaceous earth and the stabilization medium PVPP. Since the material is renewable, it would also leave
no waste disposal problem of diatomaceous earth at the landfill. The medium and the technology are quite
new, which is why this technology will not be adopted for now. Manufacturers are facing quite a few efforts
in order to optimize the process and the material. In any case, the concept is very interesting and will save
the problem of the waste diatomaceous earth in the future.
Last year we thoroughly tested the equipment and improved the technology for apple wine (cider), which
is a completely natural fermented beverage without additives and preservatives.
We also developed and optimized a technology for producing the licensed beverage Vitamalt G Power
(license partner is Royal Unibrew from Denmark).
In May we began with the production of beer with additives—Bandidos Cuba Libre. The first quantities
turned out organoleptically inappropriate due to fruit content elimination, and thus we developed a new,
clear additive together with the base supplier, which causes no sediment elimination.
Prior to the season we began rafting beer in barrels with a lower alcohol content (4.5 %) under the brand
name Laško Točeno Zlatorog.
At the jubilee, 185th anniversary of the establishment of Pivovarna Laško, we made the strong beer Eliksir
for sale at the end of the year.
In addition, activities for implementation of a new flavour from the Bandidos line of products were also
carried out. Since the company's initial plan is the renewal of the whole image of the Bandidos line, the new
flavour is currently not topical.
In July 2009 a task was concluded with IHP (Slovenian Institute for Hop Research and Brewing) Žalec,
»Study determining the factors that influence the stability of beer flavour« and »Monitoring the flavour and
identifying the disturbing constituents in it«.
During the second half of the year, intensive activities and preparations were carried out for obtaining
the HACCP Certificate for the production and filling of beverages requested by importers of some republics
from the former Yugoslavia. At the same time, the company certified the area of water resources. Certificati-
on was carried out by the international certification body Bureau Veritas, having a branch office in Ljubljana.
Both certificates are valid for the period of one year. For the purposes of HACCP standards, quite a few
investments are to be made, e.g. window protection (screen against insects), special lighting to protect the
premises of the bottling production, storage facilities and changing rooms.
Also in 2009 the company devoted considerable time to educating catering school students on the topic
of raising the culture of pouring and drinking beer. In addition, we also implemented a practical training on
pouring beer for the personnel of Savinja Hotel. If the company wishes to increase the level of handling of
the draft beer and give beer the position it deserves, then such training methods will have to be expanded to
as many bars and taprooms as possible in the future.
At the beginning of the year we successfully completed the computerization project of the central storage
facility for finished products. With this introduction the company achieved an automated collection of goods
from production, product management in manipulation units according to SSCC number, and perfect trace-
ability of the product to the first buyer and back to raw materials, as well as more efficient work of employees
in the storage facility, and higher efficiency of available storage sites.
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2.7.2 MAINTENANCE AND ENERGY ENGINEERING
Preventive maintenance in 2009 was conducted in accordance with plans, which were harmonized and
confirmed by the production and technical departments. The intensity of remaining maintenance works was
based on current error elimination, which occurred on machines and technological devices.
Due to a lack of professional personnel for the implementation of preventive maintenance works, the com-
pany hired a number of external experts who carried out work in various areas of technological equipment.
With the availability of energy installations, the company was fully adequate to meet needs, which are one
of the links in the technological process, namely, within the framework of standards for these purposes. At
the same time, in the area of energy engineering with surveillance of the emissions developed as a result of
converting energies, we strived to decrease the units as much as possible and were in the process of checking
measurements within the legally prescribed limits.
With regard to particular sets of technological equipment, maintenance works were carried out according
to the following order:
• performance reviews on all facilities for raw material support,
• implementation of repair works of a welding furnace with a capacity of 1,100 hl and of a welding furnace
with a capacity of 660 hl,
• implementation of planned preventive check-ups on technology fittings both in production as well as in
the beer-filling centre,
• implementation of preventive works on the separator, filter device and device for separating beer from
leaven,
• implementation of regular maintenance works on filling lines for filling bottles, filling lines for filling
cans, and the filling line for filling barrels.
On the energy supply of steam production, a statutory inspection was carried out on steam boilers EMO
K1 and K2, with all necessary preparations for internal checks and strength checks. In addition, statutory
wall checks of other pressure vessels were also carried out, both on energy plants as well as on technological
equipment plants, together with selected approved contractors.
In the cooling system and CO2 production, inspections and replacement of vital parts were carried out for
the purposes of ensuring smooth operation. In addition, we also carried out all necessary maintenance works
on electricity installations, on voltage transformation units and on electromotors.
For water supply needs, various rehabilitation works were carried out in terms of building water reservoir
alterations, as well as construction works on water wells with the objective to enlarge the capacities of intake
points.
2.7.3 QUALITY CONTROL
For almost 185 years Pivovarna Laško has been welding beer in accordance with the highest quality standards. The traditional high quality is based on a combination of using the best natural raw ma-terials, applying the best available technologies and hiring reliable, highly qualified skilled welding workers. As a result, our beer, which pleases consumers, is a traditional high quality beer.
The quality control department, with a carefully prescribed plan of sampling raw materials, intermediate
products and finished products of every single manufactured batch of products, takes care of preserving our
tradition of quality. This continuous attention provides a high quality standard at each stage of the producti-
on process. Highly trained employees carry out three types of analyses in all stages: microbiological, chemi-
cal and sensory analysis. Monitoring the quality of beer also takes place after the products leave the company.
We test product durability and packaging, and ensure that products always reach the final consumer in the
same high quality irrespective of whether beer is filled into returnable or non-returnable bottles, cans or
barrels. Participation with beer cooler services in terms of controlling the adequacy of cleaning, microbiolo-
gical control and testing new mediums for maintenance of beer coolers has been carried out on the market
throughout the whole year. All this contributes to the quality of draft beer.
In 2009 the company continued with inter-laboratory comparisons in the European comparable schemes
BAPS and QWAS in the field of chemistry and microbiology. In 2010 the field of comparing the beer and
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water analysis will be expanded to malt; namely, we believe that inter-laboratory analyses additionally con-
tribute their share of credibility. Close cooperation with external institutions such as the Slovenian Institute
for Hop Research and Brewery, the Institutes of Public Health of Maribor and Celje, and others, continues.
In addition, we can also mention good cooperation with the quality control departments of other member
companies of Pivovarna Laško Group. In 2009 we unfortunately failed to realize the acquisition of a gas
chromatogram, which would enable an even more professional approach to solving and forecasting quality-
and development-related issues.
Cooperation with suppliers is continuous. We are aware of the magnitude of the impact of using the hig-
hest quality raw materials and packaging materials on the finished products and on customer satisfaction.
Monitoring raw materials and intermediate goods is continuous and is also conducted upon the supplier's
approval; regardless, the analyses are communicated to our company by the supplier at each delivery.
In basic beer ingredients we had a major problem, especially with German malt; Austrian and Czech malt
were of a consistent quality. In the case of maize meal, we only occasionally observed an increased level of
fat. Hop, which was acquired as the harvest of 2009, largely met our quality standards, with the exception of
one shipment, which was not clean concerning its sort and was thus not acquired.
Primary and secondary packaging of the majority of suppliers was adequate, and there were no significant
discrepancies. We made a complaint regarding labels, cans, cardboards and foil packages, but in the total
quality of used materials these did not represent any major problems. We have also successfully undergone
numerous tests of packaging materials and mediums. In 2010 we plan to continue testing new packaging
materials, particularly in the direction of reducing the weight of packaging in cardboards, foil packages and
plastic bottles, with the aim of introducing modern and new materials, reducing environmental impact and
optimizing cost.
In 2010 we will also devote particular attention to evaluating suppliers and comparing quality standards
in the entire Pivovarna Laško Group.
The year 2009 was marked by the economic crisis; however, our quality standards represent continuity,
which remained the same despite cost optimization. We certified the HACCP system, both for production
as well as for water resources of the Laško water distribution system. Quality control was actively included
in the optimization process. The question which so far remains open is whether and when to approach the
introduction of quality controls, such as ISO, NFS, IFS or others. The information system SAP also touched
on the quality control process. Even more attention was paid to exercising TQM and consideration of the
viability of this system connection and of the business system SAP.
The process of quality control in 2009 remained the same or even of higher quality than the year before.
Innovations and modifications also appeared at the launch of new products into the production programme.
This refers to two products, Bandidos Cuba Libre in our already existing line of Bandidos, and the malt
energy drink Vitamalt G Power, representing an additional and even for us conceptually new product of ea-
sement filling for the Danish company Ceres. Bandidos Light Lemon left the Bandidos line of products due
to poor sales, and the same is expected for Bandidos Power in 2010. New ideas for an additional member of
the Bandidos family are already in the pipeline.
In redeveloping the external appearance of our beer programme, preparation and changes in the field of declarations of primary and secondary packaging were quite time consuming. The redevelo-pment process has been successfully completed, and we are very pleased with the enviable added value brought by the new packaging.
Continuous improvements in the phase of product development, ensuring and monitoring quality are never complete in the desire of achieving a more complete system of managing and preventing errors and maintaining the excellent quality of the existing and new products of our brewery.
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I n v e s t m e n t s
With the moratorium at the end of 2008, all investments initiated in this year (12 projects) in production,
ecology, energy engineering, infrastructure and water distribution systems, whose conclusion was scheduled
for 2009, were stopped.
For 2009 the plan of investment was approved only for absolutely necessary activities in production, in or-
der to supply markets through contractual obligations and due to the marketing-related planned renovation
of corporate identity or packaging design of the complete line of Bandidos products. These were the planned
projects Cider, Ceres and Bandidos ST3 Renewal, with a total financial value of EUR 1,300,000.00.
Because of tightening economic conditions in the course of the year 2009, project activities were also
reduced to a minimum in such way that in financial terms, in 2009, only 10 % of the planned investment
value, or EUR 130,000.00, was realized.
2.8.1. INVESTMENTS IN PRODUCTION
Cider project Despite the successfully completed first stage of retrofitting the existing fermentors in the basement area
for automated production of cider already in 2008, the project was stopped for the aforementioned reasons,
and its follow-up is planned for the year 2011.
Ceres projectFor the purposes of expanding the range of products, or packaging different bottles and upgrading accom-
panying forms of packaging, or refining the existing filling lines with format parts, the installation of a new
packaging machine is necessary, with which it will be possible to round out our offer of new end products
and packaging.
Because of financial limitations, this project was also stopped in the first half of 2009 despite the con-
tractual obligations. In the second half of the year, on the basis of already prepared project documentation
and financial assets, activities began to be implemented in such way that the project is to be successfully
completed in April 2010, as which time the financial constructs expected with the investment plan for the
year 2010 will be successfully completed.
Renewal of ST3Since the filling equipment necessary for the renewal of the brand line Bandidos is strongly related to the
equipment necessary for the Ceres project, the company in 2009 already implemented all the activities of
preparing technical documentation, new bottle samples and other packaging material not related to financial
inputs. Follow-up and conclusion of the project is expected in 2010, where this project is included in the
investment plan of Ceres.
2.8.2. INVESTMENTS IN OTHER PROJECT ACTIVITIES
Despite the moratorium on project activities commenced in 2008, we managed, without any substantial
investment and financial inputs and with rational financial assets for maintenance, to maintain minimum
activities for these projects. Thus, in 2009, despite financial difficulties, we successfully carried out the
investment activities listed below, which represent the basis for continued investment in the years 2010 and
2011.
2.8
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Completion of the line with new equipment—ST2 A conceptual design was made and project documentation implemented with the optimal range of machi-
nes and devices for the completed filling line, in addition to the documentation of construction and energy
infrastructure of the existing facility. We obtained bids for the equipment, which need to be defined only in
terms of time and value in the course of project follow-up.
To a large extent, we also carried out the renewal of technological installations and of peripheral equi-
pment in the field of the filling line ST2, which represents a good basis for successful implementation of
completing the line ST2 with new equipment in the years 2010 and 2011.
Energy management—software and equipmentIn the area of energy-generating products representing the highest proportion of costs—natural gas/bio-
gas, electricity, water/wastewater, steam, air, CO2, etc.—a pre-investment study was made in the second half
of 2010 in cooperation with a foreign energy expert group related to the introduction of information systems
for energy management in Pivovarna Laško, GemaLogic, with a detailed inventory, which confirmed all the
energy savings estimated at an annual level of 10–15 %. This is the basis for the installation of necessary
instrumentation and software, which will provide for these savings or rational energy consumption after the
completion of planned project implementation in the years 2010 and 2011.
Renewal of the boiler roomBy the end of 2009 we managed to prepare the complete technical documentation, including bids obtai-
ned and selection of contractors for renewing the control system Saacke – Se@vis and automation of the
boiler room with all corresponding peripheral equipment. Thus it will be possible to install the equipment
and let it run until May 2010, when full capacity is required for an undisturbed production process, and in
connection with the energy management system, optimum energy consumption and reliability of operation
is provided for.
Filling plant South and displacement of caustic tankWith minimum financial expense, a complete project and technical/administrative documentation was
implemented so that in November 2009 a building permit was obtained for this particular project. Con-
struction works were carried out up to half capacity in 2009 and will be fully completed in April 2010, when
the lorry roundabouts will significantly improve the logistics of accepting the empty and dispatching the full
packaging, the road safety threat on the local road along the filling plant will be eliminated, and the flood risk
of the entire south plateau of the filling plant will be substantially improved.
Waste diatomaceous earth treatmentDespite the lack of financial resources, intensive activities were carried out in the environmental field thro-
ughout the whole year 2009. In participation with the Pulp and Paper Institute Ljubljana, ZAG Ljubljana
and Komunala Laško, in the middle of 2009 we managed to obtain Slovenian Technical Approval (STS) and
thus successfully completed the project of preparing a stabilized mixture of waste kieselgur and wood ash.
With this we managed to eliminate the problem of complex and expensive deposit of production waste, and
at the same time obtained useful construction material that can be marketed.
After two years of preparing applications, updating the project documentation and harmonizing all our
product procedures with the IPPC directive, we managed to obtain the environmental permit (OVD) at the
beginning of 2009. Due to environmental requirements of the directive, this permit dictates the termination
of the production process of drying of waste brewer's yeast; therefore, throughout the year, we have in coope-
ration with Institute of Chemistry Ljubljana and Biotechnical Faculty been intensively conducting activities
of brewery yeast degradation in a pilot reactor, with the intent of applying the degradation directly to the
anaerobic UASB reactor of our pre-cleaning plant.
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The procedure is not technically and technologically developed, and thus research will continue into 2010,
when we plan to begin with the introduction of brewery yeast into our reactor and with that the associated
reverse acquisition of biogas as a substitute for natural gas in the boiler room.
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P e r f o r m a n c e a n a l y s i s
The joint stock company Pivovarna Laško successfully combines the majority of Slovenian beverage pro-
ducers into Pivovarna Laško Group, which is complemented also by Jadranska Pivovara – Split, d. d., and by
the newspaper and publishing company Delo, d. d., Ljubljana.
In fiscal year 2009 Pivovarna Laško Group failed to obtain any major strategic partner in the area of South
Eastern Europe. At the end of 2008 we signed an agreement for supplying the Italian market with Danish
company Royal Unibrew AS for filling beer of the brand name Ceres. Ceres' sales share in 2009 already
approached 5 %, and with additional operations for 2010 successful cooperation is forecast also for the co-
ming years; we may only hope that in the future this shall mean a continuity in the business strategy of the
Group's development.
All companies in Slovenia which are in terms of capital integrated into Pivovarna Laško Group (Pivovarna
Laško, Pivovarna Union, Radenska, Fructal and Vital) in 2009 continued and implemented their efforts for
optimum cooperation on supply and sales area. The results of such cooperation were reflected in supplying
raw materials, packaging, intermediate goods and other materials under favourable supply conditions and
terms, as well as price conditions. In such connections synergystic effects are visible only after a longer peri-
od of time. In the sales area synergystic effects in 2009 are reflected particularly in the sale of products thro-
ugh our own distribution network, called Horeca. In this segment of business policy, the company expects
even more favourable operating results of the whole Group in the future.
All the companies in Pivovarna Laško Group in the beverage production segment in 2009 had worse de-
alings than in the previous year. Jadranska Pivovara – Split stands out in a negative way; in 2009 it operated
at a loss and further deteriorated the total result of the Group with its own results. As a result of this, our
company plans to cease the production of beer in this company and to search for an alternative solution:
possible lease or disposal.
In 2010 the business strategy of the parent company Pivovarna Laško, d. d., and of Pivovarna Laško Group
will continue mainly in the direction of acquiring new sales markets both on the markets of the European
Union as well as on the markets of South Eastern Europe. On all these markets we shall continue upgrading
the marketing approach for awareness of all products of already established brands and shall continue to
strive towards achieving more favourable supply conditions.
2.9
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2.9.1 BUSINESS OPERATIONS OF THE GROUP
Pivovarna Laško Group (hereinafter: Group) in 2009 sold in total 4.553 million hl of all types of beverages,
which is 9.2 % less than in 2008.
SALE OF ALL DRINKS OF PIVOVARNA LAŠKO GROUP
( in hl ) 2009 sales 2008 sales Index 09/08
Beer 1,975,579 2,229,024 88.6
Mineral water 598,668 618,709 96.8
Spring and natural waters 226,878 276,109 82.2
Flavored water 320,888 378,751 84.7
Fruit juices, nectars 368,608 403,643 91.3
Other non-alcoholic 989,040 1,034,618 95.6
Syrups* 64,288 65,894 97.6
Other alcoholic 8,942 9,291 96.2
Total 4,552,891 5,016,039 90.8
*Sales in syrups in 2008 compared with the data in the annual report for 2008 is less by 1,625 hl
(Radenska, d. d.), to display in hectolitres the syrup container and not the beverage that is prepared from the syrup.
The reason for lower sales in 2009 was lower consumption of beverages than one year before. We assess
that such trends in beverage consumption are mainly resulting from the crisis caused by the fi nancial crisis
that had such strong infl uence on the living standard of inhabitants. Besides all this, we concluded that in
2009 weather conditions for the consumption of soft drinks were not among the most favourable ones,
particularly during the summer months. At the same time the emergence of new retail chains (Lidl, Hofer)
on the Slovenian market increses competition in the segment of beverages.
SALES PER EMPLOYEE
Sales per employeePivovarna Lasko Group
EUR
thou
sand
140
155
170
185
200
2007 2008 2009
169.4172.3149.5
Sales per employeePivovarna Lasko Group
Sales per employee in the Group in 2009 compared to 2008 decreased by 1.7 %.
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OPERATING EXPENSES IN NET SALES REVENUES
Operating expenses in thenet revenue from sales ofPivovarna Lasko Group
in %
90.0
97.5
105.0
112.5
120.0
2007 2008 2009
104.696.693.1
Operating expenses in thenet revenue from sales ofPivovarna Lasko Group
Operating expenses in net sales revenues in 2009 increased by 8.3 % compared to 2008.
Plans For 2010 Pivovarna Laško Group plans to sell 4,566,595 hl of all beverages on the domestic and foreign
markets, which is 0.3 % more than we managed to sell in 2009. Our plan was set optimistically mainly due
to our planned increased sale to foreign markets.
2.9.2 OPERATIONS OF THE PARENT COMPANY
Fiscal year 2009 will in the history of Pivovarna Laško, d. d., be recorded as a transitional period. In this
year we changed the company's Management Board due to non-transparent management of operations; that
had an indirect negative eff ect on our operating results, which failed to match those of the previous year in
either physical or in fi nancial indicators.
The impairments of fi nancial investments implemented will in the coming period slightly slow down, but
not disable, our planned developmental process. We do not expect these events would infl uence the deterio-
ration of employees' social security.
We are able to compete with the increasing globalization both on domestic and foreign markets only by
integrating related companies. Accordingly, we have adjusted the business and development strategy of the
parent company and of the Group, and that is why today we are able to appear competitively on the market—
namely, we have been able to adjust to newly developed market conditions in a timely way.
In recent years and in 2009 all the eff orts of our employees were focused on improving product quality,
which was enabled by using the most advanced technological equipment for the production and fi lling pro-
cess, and particularly by using quality raw materials, including water. We are aware that only product quality
will help us to maintain our loyal consumers of all products of Pivovarna Laško, for which we shall strive in
2010.
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SALES OF BEER AND WATER
( in hl ) 2007 2008 2009
Total sales 1,113,075 1,090,949 1,011,539
Chain index / 980 927
Beer sales 1,066,145 1,046,281 978,833
Chain index / 981 936
Water sales 46,930 44,657 32,706
Chain index / 952 732
Alcohol/other sales - 11 -
Chain index / / /
In fiscal year 2009, Pivovarna Laško, d. d., in the field of:
• BEER sold 978,833 hl, which is 6.4 % less than in 2008,
• NATURAL DRINKING WATER sold 32,706 hl, which is 26.8 % less than in 2008.
The loss of beer sales on the markets of South Eastern Europe is the reason our achieved quantity results
are equal to or less than the level from the previous year. The drop in quantitative sales of water is related to
the strategy Pivovarna Laško Group has adopted for the product group of water, where for the Oda trademark
no investments in the market were provided for.
Pivovarna Laško, d. d., contiunues to be the leading producer of beer in Slovenia with 45.1 % market
share.
Financial indicatorsIn 2009, Pivovarna Laško, d. d. generated, with the sale of products and services, EUR 99.66 million of net
sales revenues, which is 8.1 % less than in 2008. In the structure of sales revenues, the majority is constituted
by revenues generated on the domestic market, which represent 90.8 %.
Lower operating expenses, particularly service charges and lower material costs, have contributed to the
fact that the company shows a positive operating profit in the amount of EUR 16.89 million, which increased
by 31.3 % compared to the previous year.
Financial revenues decreased by 51.7 % compared to 2008 and were EUR 4,090,990, mainly because of
decreased income from dividends received from companies in Pivovarna Laško Group.
Financial expenses, particularly from impairments and write-offs of financial statements and repayment
of interest in the total amount of EUR 73.65 million, are the main reason why profit in 2009 was negative, in
the amount of EUR 44.97 million.
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Sales per employee
Sales per employeePivovarna Lasko d.d.
EUR
thou
sand
300
325
350
375
400
2007 2008 2009
307.6330.7322.3
Sales per employeePivovarna Lasko d.d.
Sales per employee in Pivovarna Laško, d. d., decreased by 7.0 % in 2009 compared to 2008.
Operating expenses in net sales revenues
Operating expenses in thenet revenue from sales ofPivovarna Lasko, d.d.
v %
80
90
100
110
120
2007 2008 2009
85.491.586.9
Operating expenses in thenet revenue from sales ofPivovarna Lasko, d.d.
Operating expenses in net sales revenues in 2009 decreased by 6.7 % compared to 2008.
Financial ratios of Pivovarna Laško, d. d.
I. Profitability ratios
( in % ) 2007 2008 2009
EBITDA margin 25.6 19.8 23.9
Operating margin 17.1 11.9 17.0
Net margin 11.2 5.6 45.1
Return on equity (ROE) 5.3 -3.5 -29.5
Return on total assets (ROA) 5.5 -1.3 -10.1
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II. Activity indicators
2007 2008 2009
Days of stock turnover 35 43 48
Days to pay customers 31 37 61
Operating cycle 66 80 65
Days of net cash flow 28 33 41
Net proceeds from the sale of invested capital 1.42 1.06 1.01
Revenue per employee (in tEUR) 322 331 308
Labour costs per employee (in tEUR) 30 30 33
Average number of employees 337 328 324
III. Indicators of financial position
2007 2008 2009
Immediate solvency ratio 0.11 0.03 0.01
Current ratio 0.20 0.24 0.12
Capital in total assets 0.46 0.38 0.30
Financial commitments in capital 1.05 1.62 2.22
Net financial liabilities to equity 1.05 1.60 2.21
Financial liabilities/EBITDA 8.75 13.26 12.04
Capital in fixed assets 0.48 0.40 0.32
Long-term resources in fixed assets 0.79 0.78 0.47
Interest coverage 36.90 0.82 0.28
Plans For the fiscal year 2010, Pivovarna Laško, d. d., plans to sell 1,030,000 hl of beer, which is 5.2 % more than
was sold in 2009, and at the same time we plan to sell bottled natural water in quantities of 35,000 hl, which
is 7.0 % more than sales in the previous year.
At the realization of planned beverage quantity sales, we plan to generate EUR 111 million of net sales reve-
nues in 2010, which is 1.3 % more than in 2009. At the same time, we also plan for our operating efficiency
ratio and for EBITDA in sales revenues to reach the values of 1.200 and 0.228 in fiscal year 2010.
Conclusion The concluded fiscal year 2009 has not been as successful as the last few years, but we note that the
company's business policy is focused in the right direction and provides for successful development also in
the future. Pivovarna Laško, d. d., has in the past normally been ranked among the best performing compani-
es of the food processing industry in Slovenia. We can expect the company will continue with good operating
results even in the future, despite tougher economic conditions and the financial crisis.
According to the equipment of the entire production and filling process and the quality of all products, the
company can be compared with the most successful breweries in Europe.
Pivovarna Laško, d. d., would like to continue to maintain the achieved level of excellence and the leading
position in its industry in Slovenia. The project of integrating the Slovenian beverage industry and continuo-
usly searching for new possibilities to utilize synergies will continue to be the basic strategy of the company's
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business policy. Only united can the company successfully compete with foreign corporations both on the
Slovenian as well as on the foreign market. Further development of the company will largely depend on the
realization of the aforementioned project; however, the company will also seek to focus into capital links with
other beverage producers, particularly in the area of South Eastern Europe.
In the past, Pivovarna Laško, d. d., has repeatedly demonstrated that knowledge and desire are key factors
which help to counter any problems accompanying less favourable operating conditions from year to year.
The company plans to be even more successful in the future, especially with the better use of synergystic
effects of the group of companies in the area of joint marketing of brands on foreign markets.
Pivovarna Laško, d. d., will continue to provide top quality products to its loyal customers and company
owners—shareholders—to ensure successful development and long-term stability of investment funds, as
well as satisfactory return on invested capital.
2.9.3 BUSINESS OPERATIONS OF AFFILIATED COMPANIES
RADENSKA, D. D., RADENCI
About Radenska, d. d., RadenciDevelopment of the company Radenska began in 1869, when Dr Karel Henn, landowner, filled up the first
bottles with mineral water. More than 50 years later (in 1923), mineral water gained a reputation as healing
water, and since 1936 it has been using the symbol of three red hearts. The brand name Radenska Tri Srca
is one of the oldest in Slovenia.
The core business of Radenska is bottling and marketing natural mineral and spring waters and non-al-
coholic beverages.
On the Slovenian market, the company's desire is to, under the brand name Radenska, remain the lea-
ding filling company of natural mineral waters, and in the area of bottled drinking waters and non-alcoholic
beverages to maintain its development as an active and competitive company with a significant market share.
In the export area, the company strives to remain the maintain its position as the leading Slovenian exporter
of natural mineral waters under the brand name Radenska, and as an active filling company and/or seller
of those specific products of Radenska which are, with regard to their quality, particularly interesting for the
market on the territory of the former republics of Yugoslavia and Central Europe.
Radenska, d. d., Radenci, is an affiliated company of the parent company Pivovarna Laško, d. d. The
ownership share of the parent company represents 93.80 % of the capital.
Radenska, d. d., Radenci, also has ownership shares in other companies and is the owner or partner in the
following companies: Radenska, d. o. o., Beograd (100 % ownership) and Radenska, d. o. o., Zagreb (100 %
ownership)—these companies are not active; and Miral, d. o. o. (100 % ownership), RA&LA, d. o. o., Sarajevo
(1.97 % ownership) and Odem GIZ Slopak, d. o. o. (9.74 % ownership).
Basic characteristics of business dealings in 2009In 2009 Radenska, d. d., in all sales areas sold 103,847 million litres of beverages, which is 7.4 % less than
in 2008, and 9.2 % less than expected. A loss slightly higher than planned was recorded in litres of waters
(9.9 %), and a slightly lower (6.3 %) in the non-alcoholic beverage programme.
Sales on the Slovenian market in litres represents 78.3 % in the structure and has grown by 1 % compared
to 2008. With its increased activities in key accounts, the company managed, against competition on the do-
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mestic market, in particular categories to maintain or even increase market shares in Slovenia. The highest
decline was recorded on the markets of the former Yugoslavia, which was 15.9 % or 1.27 million litres less
than in 2008. This particular area recorded a drop in the structure of total sales from 7.1 % to 6.5 %, if we
compare physical realization in litres.
On the Croatian market the negative effects are caused by a decline in purchasing power, administrative
barriers and the reluctance of Croatian customers towards Slovenian products. The company was not parti-
cularly competitive on other markets of the former Yugoslavia (Bosnia and Herzegovina, Macedonia, Serbia)
due to high import duties; in addition to the above, the drop in sales can also be attributed to relatively low
inputs in these markets. In EU countries, the company in 2009 sold 13.86 million litres or 9.6 % less of our
mineral waters and other non-alcoholic beverages than in 2008. The majority of the sales loss is constituted
by trademarks which we cancelled. The structure of sales share in EU countries in the total sales of Radenska
slightly decreased in 2009 (from 13.7 % in 2008 to 13.4 % in 2009). In the field of overseas countries, the
2009 share in the structure of total sales amounts to 1.8 %, while in 2008 this share was equal to 1.9 %. The
reason for this drop is the United States.
IMPORTANT INFORMATION ON THE BUSINESS OPERATIONS OF RADENSKA, D. D., RA-DENCI
( in EUR ) 2007 2008 2009
Net sales revenues 33,140,228 31,891,846 30,234,647
Net profit 25,367,571 4,872,959 -36,833,222
Net cash flow1 28,823,611 8,009,730 -33,509,004
EBIT 16,060,511 18,523,348 12,867,447
EBITDA 19,516,551 21,660,119 16,191,665
Long-term assets 87,902,004 75,513,964 73,358,307
Short-term assets 70,419,483 75,842,171 38,292,338
Equity 130,418,518 121,157,626 83,758,794
Long-term liabilities 3,383,379 768.824 8,565,555
Short-term liabilities 21,394,727 24,272,539 16,411,946
1Net profit including depreciation
In 2009 Radenska, d. d., generated EUR 30.7 million in operating revenues and EUR 29.3 million in ope-
rating expenses and achieved a profit in the amount of EUR 1.4 million. Without revaluation expenses due
to impairment of investment property, the profit of the company could have achieved the amount of EUR
2.4 million. The company realized EUR 3.2 million in financial income and, due to impairment of financial
investments, EUR 49.7 million in financial expenses. Net profit or loss for the year thus totals EUR -36.8
million.
Employees
Labour costs in the share of all operating costs and expenses are systematically being reduced. The plan-
ned labour costs for 2010 total EUR 5.2 million. Their planned share in net sales revenues is 16.2 %, and the
share reached in 2009 totalled 21.8 %. Bearing in mind the long-term objectives set, the company has been
reducing the actual number of employees since 2002, and we plan to continue this in 2010. At the end of
2010 (31 December 2010), the company plans to employ 208 people.
The company plans a reduction by 12 employees; at the end of 2009 (31 December 2009) we employed
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220 people. In 2009 the number of employees was reduced by 20, and there 240 people employed at the
beginning of 2009 (1 January 2009).
ConclusionThe current market environment, in connection with known trends, affected our bravely set fundamental
objectives for business operations in 2010. We expect the process having further synergystic effects to conti-
nue within the Pivovarna Laško Group.
UNION GROUP
Presentation of the GroupUnion Group, which was established in 2001 when Pivovarna Union, d. d., took over Fructal, d. d., in
addition to parent company Pivovarna Union, d. d., also incorporates the following companies: Fructal,
d. d., Ajdovščina; Fruktal Mak, a. d., Skopje; and associated company Birra Peja, Sh. a. from Kosovo. In the
beginning of February 2005 Pivovarna Laško, d. d., became the majority owner by purchasing an additional
41.3 % of Pivovarna Union, d. d., shares, with which the aforementioned Pivovarna Union, d. d., became a
part of Pivovarna Laško Group, which integrates producers of beer, mineral, natural and spring waters, non-
alcoholic beverages, spirits and other alcoholic beverages, as well as newspaper and publishing activity, and
also retail and wholesale activities.
The vision of Union Group is to use its own trademarks to maintain a high level of awareness and at the
same time customer loyalty, both in Slovenia as well as on adjacent markets outside the Slovenian borders.
At the same time the company strives to become a leading regional producer with its own strong distribution
network system. We are socially responsible companies with a high level of ecological awareness. Further-
more, we will continue implementing development and innovative programmes, which makes us initiators
of changes and new trend creators in the market.
Our mission is to ensure high quality beverages satisfying the needs of the most demanding customers,
which follow global trends and at the same time develop and discover new segments and trends. Both in
the production of beer as well as in the production of non-alcoholic beverages, which are manufactured wi-
thout preservatives, the company takes into account the most demanding food and technological standards.
We create a neat working environment for all employees, which stimulates their professional and personal
development.
The strategic objectives of Union Group include production and sale of innovative and trendy products,
maintenance of the market positions of our own brand names on the domestic market, and recovery and
expansion of previously achieved positions on nearby markets. We intend to achieve the planned cost effec-
tiveness with professional colleagues acting as teams and in accordance with the culture of Union Group.
Pivovarna Union, d. d., is the parent company of Union Group. In addition to Pivovarna Union, the
following companies are included: Fructal, d. d., and Fruktal Mak, a. d., whose basic activity represents the
production of juices and beverages, as well as the associated company Birra Peja, Sh. a., a beer producer.
Pivovarna Union, d. d., is 93.02 % owner of the company Fructal, d. d., which is 89.4 % owner of the com-
pany Fruktal Mak, a. d. Pivovarna Union, d. d., has a 40 % ownership share in the company Birra Peja, Sh. a.
Basic characteristics of business dealings in 2009In 2009 Union Group sold on Slovenian and on export markets in total 2,280,456 hl of all beverages, of
which 71.3 % in Slovenia and 28.7 % in export. In comparison to 2008 quantity sales decreased by 6 %, and
the Group was 7 % behind the planned results. Sales of beer in Slovenia remained at the level of the previous
year, while the sale on export markets decreased. Sale of non-alcoholic beverages was lower both on domestic
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as well as on export markets.
The reasons for the somewhat worse quantity performance indicators should also be sought in the general
economic situation created by the recession; nor was the production of beverages able to avoid it.
On the Slovenian market, particularly in the second half of 2009, the consequences of the global econo-
mic crisis were also felt in Union Group. According to the data of a Canadian study, the consumption of non-
alcoholic beverages decreased by almost 4 percentage points. The largest drop in consumption was recorded
in fruit drinks, ice teas and energy drinks. This was reflected also in the sales of non-alcoholic beverages and
water of Union Group, which decreased by 7 % compared to the previous year.
In the segment of trade, the company faces increasing competition by the brand name of a lower-price
range of beer and by expansion of discount stores—namely, they compete with established and quality tra-
demarks as far as prices are concerned, which is resulting in the creation of additional pressure for price
reductions.
The situation was similar on export markets. Operating conditions (the economic and political situation)
on export markets, that is on the markets of South Eastern Europe, remain unstable. The main problems
in 2009 were represented by reduced liquidity in buyers and currency depreciation (Serbian dinar). An ad-
ditional problem on these markets was a negative attitude towards Slovenian producers due to unresolved
political issues, as well as:
• High customs in these markets and their delayed reduction;
• Sales prices of local producers are lower compared to the prices of our products;
• Constant decline in the purchasing power of consumers;
• Development of retail chains, which require all major credits and give priority to their own trademarks;
• Based on the Stability Pact for South Eastern Europe, local producers of beer and non-alcoholic beverages
enjoy preferential status and represent strong competition for our products;
• Illiquidity and lack of financial discipline on the side of our importers' major customers, who largely
allocate funds generated from selling drinks for their own investments and thus allow payments to fall
into arrears;
• High marketing investments of competition.
Union Group generated EUR 162 million in operating revenues, from which EUR 159.5 million in net
sales revenues, which is 4.2 % less than in 2008. Operating expenses in the amount of EUR 147.8 million
are 6.8 % lower than in 2008. Costs of raw materials, supplies, energy, water and packaging decreased by
9.4 %; namely, the prices of basic raw materials and supplies, compared to the same period last year, when
they were at very high levels, decreased. Costs of services decreased by 16.8 %. The total reductions in costs
of services were mainly influenced by reductions in transportation costs and advertisements. Labour costs
increased by 3.3 %, and costs of write-offs by 0.9 %.
From its basic activity Union Group achieved good results, because it realized EUR 14.2 million in opera-
ting profit with strict cost management and with an improved structure of sale, which is 21.5 % more than
in 2008.
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Important information on the business operations of Union Group
( in EUR ) 2007 2008 2009
Net sales revenues 159,854,725 166,461,402 159,454,109
Net profit 21,188,603 5,820,587 -51,645,016
Net cash flow1 35,283,470 18,822,852 -39,120,762
EBIT 16,704,062 11,711,222 14,224,570
EBITDA 30,798,929 24,713,487 26,748,824
Long-term assets 250,976,303 213,911,437 212,779,353
Short-term assets 98,546,681 106,176,607 60,099,441
Equity 194,112,167 132,477,907 78,424,313
Long - term liabilities 75,570,490 55,829,068 60,400,381
Short - term liabilities 79,840,327 131,781,069 134,054,100
1Net profit including depreciation
Financial expenses had a particularly burdening effect on the business operations of Union Group in
2009. The Group suffered loss in the amount of EUR 51.6 million, mainly due to loan write-offs and in-
vestment impairment in 2009. In addition, the Group is also heavily in debt; however, the major part of
liabilities to banks are covered by financial investments. Despite this, Union Group is, alongside the support
it receives from banks, capable of paying interest, investing for the current needs of basic activity and partly
repaying instalments of long-term loans even without disinvestment of financial investment.
EmployeesAt the end of 2009 Union Group employed 819 people, which is 4.2 % less than a year before. In recent
years the company has significantly reduced the number of employees due to rationalization of work proces-
ses and costs, which was implemented with so-called »soft methods«, while at the same time the company
reallocates work and in particular cases also provides incentives to personnel for overtime work. Despite the
restrictive employment policy, the long-term strategy of the Group includes recruiting appropriately skilled
and high quality personnel and enabling its employees to obtain regular additional training.
ConclusionThe objectives of Union Group are based mainly on development, technology, knowledge and quality,
with which the company ensures the production and sale of quality types of beverages. We plan to sell 2,324
million hl of beverages in Union Group in 2010. The expected operating profit totals EUR 17.5 million and
net profit EUR 10 million.
VITAL MESTINJE, D. O. O.
About Vital Mestinje, d. o. o.Vital Mestinje is a company of non-alcoholic beverages focused on two main activities: production and
bottling of non-alcoholic beverages, nectars, fruit syrups and carbonated beverages under its own trademark
FRUPI, and production and bottling of beverages for retail trademarks of local and foreign traders.
The basic activity of the company is the production of non-alcoholic beverages and juices.
In the future, our company will further focus on development of new products, because competition in
this branch is so strong that it is necessary to monitor consumer needs and therefore to update the techno-
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logy. At the same time, we will follow the filling strategy of trade brand names for Slovenian and for foreign
traders. Our company has ample production capacities and is therefore still searching for users of those,
because we are able to offer bottling of all types of non-alcoholic beverages.
The company is capital-related to Pivovarna Laško, d. d., which was, as at 31 December 2009, 96.92 %
owner of Vital Mestinje.
Basic characteristics of business dealings in 2009
Physical sale: 149,449 hl (EUR 4,924,483) in 2009 and 160,980 hl (EUR 5,609,200) in 2008. In 2009
the company recorded a 7.2 % quantity drop and a 12.2 % financial sales fall. The latter is the result of redi-
rection from the sales programme FRUPI into trade brand names, which already represent 80 % of the total
sales in the company.
Important information on the business operations of Vital Mestinje, d. o. o.
( in EUR ) 2007 2008 2009
Net sales revenues 5,150,452 5,773,931 5,135,479
Net profit 45,565 53,250 47,569
Net cash flow1 498,579 463,146 424,865
EBIT 54,424 89,753 48,000
EBITDA 507,438 499,649 425,296
Long-term assets 2,488,358 2,215,201 2,066,005
Short-term assets 2,262,130 2,593,015 2,271,181
Equity 3,338,637 3,391,887 3,439,456
Long - term liabilities 274,830 163,592 97,629
Short - term liabilities 1,137,021 1,252,737 800,101
1Net profit including depreciation
Vital Mestinje successfully completed the fiscal year 2009; it generated EUR 5,135,479 in net sales revenu-
es. Here the company finds that index of net sales revenues is only 88.9 compared to the previous year. In
the structure of sales revenues 96.3 % falls on revenues on the domestic market and 3.7 % on revenues on
foreign markets. In addition, operating revenues totalling EUR 5,046,907 also decreased by 11.4 % compa-
red to the previous year. Lower sales are the reason why production was also slightly decreased compared to
the previous year. The cost of depreciation is EUR 377,296 and is decreased by 8 % from the previous year.
The company generated EUR 48,000 of operating profit, which is 46.5 % less than in 2008.
Financial revenues decreased by 28 % compared to 2008. Financial expenses were reduced by 91 %; thus
the company generated EUR 5,996 positive outcome of funding.
Net profit totals EUR 47,569 and was decreased by 11 % compared to 2008.
EmployeesEmployment policy: the company currently employs 38 workers and also plans to recruit new people.
Furthermore, when retirements occur in the future, work will be redistributed among the existing workers.
However, the number of employees is at a minimum, and that is why already a longer sick leave could repre-
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sent a problem. On 31 December 2009 the company employed 38 people.
ConclusionBusiness operations in 2009 were quite satisfactory, bearing in mind the economic conditions and re-
duced consumption, which began to signify immediately after the first half of the year. Sales were slightly
reduced with regard to the previous year, but the company was behind the plan by only 3 %, which is quite
a satisfactory result.
Our strategy in the future will continue to be based on acquiring new trade brand names, and in the FRU-
PI programme a lot of our attention will be devoted to sale of syrups and beverages in cardboard and pure-
pack packaging. At the same time, the company will strive to obtain another new customer outside Slovenia,
because it needs to fill the available capacities as much as possible.
DELO, D. D., LJUBLJANA
About Delo, d. d., LjubljanaDelo, d. d., has been one of the leading and most influential companies on the Slovenian media market
and an important designer of public opinion for half a century already. The early work of the company Delo
dates back to 1955, when a newspaper and publishing company was established, Slovenski Poročevalec,
which was the precursor to today's company. The first copy of Delo newspaper was issued on 1 May 1955.
Delo, d. d., publishes two leading Slovenian daily newspapers, Delo and Slovenske Novice, the only Sunday
newspaper, Nedelo, the specialized magazine Grafičar and four regular newspaper supplements. In addition,
Delo has one of the most commonly visited web sites, www.delo.si, which is enhanced with video content.
The basic mission of the company is to provide the public with the broadest possible range of media con-
tent. As a credible and a relevant source of information, Delo strives to remain the opinion leader in as many
areas as possible and to be trusted by people. Thus, Delo implements its basic mission with responsibility
and enables people to better understand the world because is using its content to communicate, interpret
and educate and at same time to provide relaxation and entertainment. The main objective of the company
Delo is to maintain its position as the leading media house using its products and services on the market to
meet needs throughout a wide range of media content.
One of the most important competitive advantages of the company Delo is certainly its employees. Delo
combines most distinguished journalists, photographers, printing masters, marketers and other experts. It
has one of the best organized distribution networks.
Delo keeps pace with technological development, which ensures that it satisfies the latest marketing con-
ditions. The company's modern printing centre provides for high quality colour printing of all newspapers
and supplements, as well as printing editions for foreign contracting parties. In the second half of 2009,
the company introduced an integrated editorial regim with a new spatial arrangement and uniform working
environment, stimulating communication among employees and particularly integration with the online
Delo, and enabling new developmental steps for the newspaper and society.
In the desire to maximize business efficiency, Delo has organized its own distribution networks within
an independent company, Izberi, d. o. o., which in addition to better surveillance of delivery channels and
greater efficiency of the entire business system, also provides for additional developmental possibilities.
Delo is 100 % owner of the company Izberi, d. o. o., Ljubljana, which has been doing business since 1
January 2009, and 79.25 % owner of the company Večer, d. d., Maribor. Delo actively manages the company
Izberi, d. o. o., while is only in a business relationship with Večer, d. d., arising from the printing of particular
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supplements to the Večer edition. Such situation is the result of limiting the voting rights in accordance with
Article 44 of the Prevention of the Restriction of Competition Act.
Basic characteristics of business dealings in 2009The economic crisis in 2009 also affected the business operations of the company Delo, d. d. For the first
time in the 20 years of the company history, circulation of Slovenske Novice recorded a decline. Despite the
negative trend of newspaper sales, Delo maintained its market position. The newspapers Delo and Slovenske
Novice together recorded 59 % market share, and Slovenske Novice continued to be the daily newspaper with
the highest paid circulation. Dealing with the crisis in the economy was largely reflected in advertising. Not
only were companies reducing their advertising budgets, but the structure of the advertising »pie« in the
Slovenian market was radically changed. There was a real struggle among print media for each individual
advertiser.
Decreased sales revenues were largely attributed to the lower revenue from advertising. With savings me-
asures related to costs and expenses, the company Delo partially offset the revenue loss.
In 2009 the company Delo impaired the value of loans granted to the companies Infond Holding, d. d.,
and Center Naložbe, d. d. On the basis of evaluation carried out by a certified appraiser, the company Delo
implemented an impairment of the investment value in the company ČZP Večer, d. d. The total value of both
impairments disclosed in financial expenses was EUR 13.7 million. The result of the negative outcome from
financing was that the total operating profit of the company was negative.
Important information on the business operations of Delo, d. d., Ljubljana
( in EUR ) 2007 2008 2009
Net sales revenues 59,573,285 60,499,049 53,756,136
Net profit 1,809,248 4,616,531 -11,522,245
Net cash flow1 4,933,776 7,276,014 -8,675,049
EBIT 1,648,457 6,008,137 427,326
EBITDA 4,772,985 8,667,620 3,274,522
Long - term assets 28,269,165 41,553,901 25,398,404
Short - term assets 7,722,209 11,914,568 19,178,594
Equity 24,300,047 27,980,341 15,665,385
Long - term liabilities 350,000 - 4,041,689
Short - term liabilities 7,241,907 21,721,364 20,231,698
1Net profit including depreciation
EmployeesThe company has a high educational structure, which is reflected in its activity and the complexity of its
working processes. In accordance with the strategy of management and development of human potential,
the company supports the education of employees for the purposes of obtaining appropriate education. At
the end of 2009, 468 people were employed in the company Delo, d. d., and Izberi, d. o. o., which is 2 people
less than at the end of the 2008.
ConclusionPriority tasks of the company management will in the future be focused on searching for new growth and
the development of ability for it. This is particularly about seeing through transformation processes for both
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key projects—the daily newspapers Delo and Slovenske Novice—as well as forming relevant organizational
abilities (competences) so the company will be able to handle these tasks. This demands greater internal con-
nection and integration of all employees. The process of forming a strategic business plan, which is expected
for the first half of 2010, is aimed at harmonizing business objectives. The planned processes of transfor-
mation (redesign) of both newspapers, as well as magazine supplements, and promotional development of
Internet (electronic) issues for all key brand names arise from it. The development of organizational and
accountability structures, the establishment of new motivational schemes, and additional education and
training are the expected next steps after identifying the strategic business plan.
In addition to the above, another priority task in 2010 is implementing the decision of the Competition
Protection Office of the Republic of Slovenia, which imposed on Delo to dispose the major part of its invest-
ment in ČZP Večer, d. d., within the period of one year. In January 2010 a call for public bids for the sale of
investment in ČZP Večer, d. d., was announced. The process of sale will continue in the second stage with
bidders who expressed an interest in the first stage to participate in the process of sale.
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R i s k m a n a g e m e n t
In their business operations Pivovarna Laško, d. d., and Pivovarna Laško Group are exposed to various
business and financial risks, which are in most cases efficiently managed with an active and comprehensive
approach.
2.10.1 MANAGING BUSINESS RISKS OF PIVOVARNA LAŠKO, D. D.
The activity of beverage production is exposed to the seasonal nature of consumption. This way business
risks are also related to weather conditions during the seasonal summer period.
• Taking into account that the company achieves almost 15 % of its physical realization on markets outside
the European Union, business risks in this sales area are also exposed to possible unilateral measures of
these countries, which could deteriorate marketing conditions on these markets.
• Intellectual property or trademarks are exposed to certain risks in appearing on the market of another
producer, and that is why all our trademarks are protected at Office for Intellectual Property Protection.
• Reliability of suppliers and contractors is moderately exposed, and for the purposes of preventing bu-
siness interuptions in this particular segment, the company utilizes input control of the raw materials'
quality and of intermediate goods. Normally, the company has two or more suppliers for the supply of
the same type of goods.
• Availability of production capacities is party exposed to business risks, mainly due to possible machinery
breakdown. In order to avoid these production disturbances, the company ensures the smooth operation
of production facilities with regular annual planned maintenance and preventive ongoing maintenance
works.
• Environmental protection—the business environment is exposed to business risks due to wastewater
generated in the production process. The company has reduced this risk to a minimum by activating a
wastewater treatment plant. Regular monitoring of adverse impacts on the environment has an additio-
nal impact on environmental protection.
• Protection of property—by implementing a protection plan regarding threats or managing property, the
company has reached a level which enables the timely detection of an event and consequently the possi-
bility of prompt elimination of the consequences.
2.10
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BUSINESS RISKS
Risk description Control mode Exposure
Sale loss of market sales perform analysis, moderate
market research and
marketing communication
Intellectual risks associated with the monitoring patent moderate
property patent situation and the rule situation
of patent disputes
Reliability risk of non-competitive implementation of the moderate
of suppliers or disrupted supplies control input
and contractors
Availability of risk of disruption routine annual preventive low
production capacity of production capacity maintenance
Protecting the risk of emergency-life regularly conduct preventive low
environment environmental activities
impact
Protecting property risk of theft systematic risk assessment moderate
of property and implementing measures
in accordance with
security plan
2.10.2 MANAGING FINANCIAL RISKS OF PIVOVARNA LAŠKO, D. D.
Prompt and thorough monitoring and evaluation of financial risks is necessary for the purposes of en-
suring the long-term stable business operation of the company. In 2009 the company again followed the
objective of attaining operational stability and reducing the exposure to particular risks to an optimal level.
Particularly significant among financial risks are credit risk, interest rate risk, currency risk and liquidity
risk. Exposure to particular types of financial risks and measures for protection against them is implemented
in the company and evaluated based on the impacts on cash flows.
• Credit risks include all those risks affecting the decline of the company's economic benefit due to in-
solvency of the company's business partners (buyers) and failure to meet their contractual obligations.
To this end, the company supervises and monitors financial claims of its customers, both wholesalers
and buyers in retail sale. In most cases we close deals with known and verified business partners whose
reliability and credit rating is monitored on an ongoing basis.
Our accounts receivable are insured with traditional instruments for claim insurance, such as: bill, bank
guarantee and mortgage. The company currently monitors claims per business partners and per their matu-
rity, and contributes to improving the payment discipline of its buyers by prompt collection, charging inte-
rest on late payments, writing reminders, and with judicial recovery of debts due. Credit risks are managed
and represent a moderate rate of exposure for the company.
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• Interest rate risk represents the possibility of changing the amount of the reference interest rate on the
financial market, mainly due to long-term loans already taken in EUR, linked to a variable interest rate
(EURIBOR), which has been demonstrating a downward trend since 2009, which has positive effects
on indebtedness under variable terms. We evaluate that the company's exposure to interest rate risks is
still moderate and manageable.
• Currency risk is not a subject of the company's exposure in 2009 because both on the export side as
well as on the import side, the company operates in EUR. Furthermore, the structure of the company's
foreign sources of funding entirely consists of loans in the common currency of the European Monetary
Union.
• Liquidity risk: The Financial Operations, Insolvency Proceedings and Compulsory Dissolution Act,
among other things, governs the financial operations of legal entities. Particularly significant among
financial risks is liquidity risk, which means the risk of loss due to short-term and long-term insolvency.
In addition, the company needs to monitor and ensure capital adequacy, which means that the company
must always have sufficient long-term financial resources at its disposal with regard to the volume and
type of business it carries out. The company shall undertake to provide for an adequate ratio between
short-term liabilities and current assets. Taking into account the last day of 2009, the company discloses
an excess of current liabilities over current assets, which means the existence of significant liquidity risk.
In order to avoid insolvency the company manages liquidity risk, and forms and implements a regular
liquidity management policy, which includes planning the expected cash outflows and sufficient cash
inflows for them, bearing in mind the normal course of business operations and possible positions
of liquidity crises. The company is quite successful in managing liquidity risk through suitable credit
lines for the short-term regulation of cash flows in the form of revolving credits and the allowable limit
of the transaction account. In addition, the company further assesses that it will be possible to arrange
renewals of the existing short-term funding resources or gain new resources of higher quality at matu-
rity of the existing short-term loans at banks on the financial market. Also, all loans taken at banks are
adequately insured with long-term business assets of the company, and for this reason repayment of
loans by selling long-term business assets of the company is possible in the event of a possible unfavou-
rable situation on the financial market and upon request from banks for the repayment of loans at their
maturity. The company also utilizes allocations of surpluses and shortages of financial resources within
the framework of the Group on the short run. All larger financial outflows are pre-planned and covered
with financial inflows either from operations or from using short-term funding sources. The company
manages the risk of long-term solvency in the same way. We believe that the exposure to liquidity risk is
quite high with regard to the situation on the financial market, as well as in the entire economic space.
The financial risks of Pivovarna Laško, d. d., are described in the financial part of the annual report on
pages 171 and 172, in explanation number 28.
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FINANCIAL RISKS
Risk description Control mode Exposure
Credit risk of insolvency determine credit ratings of moderate
risk of business customers, capping buyers,
partners using the appropriate
insurance instrument
Interest revision of the use of derivative financial moderate
rate risk reference interest rates instruments –
in financial markets interest shielding
Currency risk possibility of adverse business connections to the low
exchange rate movements national currency,
currency harmonization of
import and export transactions
Liquidity inability of companies provision of adequate credit high
risk to meet business lines in financial markets,
and financial liabilities proper financial
planning
2.10.3. MANAGING FINANCIAL RISKS OF PIVOVARNA LAŠKO GROUP
Business operations expose Pivovarna Laško Group to the following risks: credit risk, interest rate risk,
currency risk, liquidity risk and so on. The entire activity of managing risks in the Group is focused on the
unpredictability of financial markets and tries to minimize the potential negative effects of the financial
performance of the Group. No particular working body is engaged in managing financial risks at the Group
level; this is, namely, subject to the financial departments. Together with the global financial crisis of the
last year, the stability of Group's operations became exposed to higher risks. As a result, the Group devotes
considerably more attention and carries out more activities to manage these risks.
• Credit risks include all those risks affecting the decline of the Group's economic benefit due to insol-
vency of our business partners (buyers) and failure to meet their contractual obligations. To this end, we
supervise and monitor the financial claims of our customers, both wholesalers and buyers in retail sale.
In most cases we close deals with known and verified business partners whose reliability and credit ra-
ting is monitored on an ongoing basis. Our accounts receivable are insured with traditional instruments
for claim insurance, such as: bill, bank guarantee and mortgage. In addition, we also use the method of
high debt limit of a particular buyer with regard to the sales agreement. Credit risks are also monitored
by insuring a proportion of claims on foreign markets at the company Prva Kreditna Zavarovalnica, d. d.
(SID), Ljubljana. We currently monitor claims per business partners and per their maturity and contri-
bute to improving the payment discipline of our buyers by prompt collection, charging interest on late
payments, writing reminders, and by judicial recovery of debts due. In those buyers where insurance
cannot be provided for certainty, the Group closes deals based on advance payments. Credit risks are
managed and represent a moderate rate of exposure for the Group.
• Interest rate risks represent the possibility of changing the amount of the interest rate on the financial
market, mainly due to taking out long-term loans linked to a variable interest rate (EURIBOR). In long-
term loans already taken, the Group has already partly eliminated the exposure to changes in interest
rates in previous years by applying a financial instrument in the form of interest rate protection. We
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evaluate that the Group's exposure to interest rate risks is still moderate and manageable.
• Currency risk was negligible in the business operations of the Group in 2009 because the structure of
Group's business operations was mainly linked to EUR both in supply and sales, as well as in the finan-
cial segment. We believe the currency risk is quite low in other currencies due to the insignificance of
these business operations.
• Liquidity risk arises from the possibility of a deficit of available financial resources and consequently the
Group's inability to settle its liabilities within the agreed periods—both current operating liabilities as
well as financial liabilities. The liquidity risk of Pivovarna Laško Group is with regard to the situation on
the financial market as well as in the entire economic space quite high, but on the other hand it is quite
manageable based on the activities carried out by the companies of the Group in this regard. The Group
consistently carries out a policy of regular liquidity management, which includes planning and monito-
ring cash inflows, and manages liquidity risk through relevant credit lines for short-term regulation of
cash flows. In the last year the borrowing conditions deteriorated due to required larger guarantees for
loans taken out. Due to the trend of reducing the reference interest rate on the financial market of the Eu-
ropean Union, commercial banks are increasingly using the pricing of capital in forms of fixed interest
rates. Despite this, the Group still has open credit lines in form of revolving credits and allowable limits
on transaction accounts. In addition, the Group also applies allocating surpluses and deficits of financial
assets within the framework of the Group on the short run. All larger financial outflows are pre-planned
and covered with financial inflows either from operations or from short-term funding sources. The Gro-
up manages the risk of long-term solvency the same way. We believe that the exposure to liquidity risk is
quite high with regard to the situation on the financial market, as well as in the entire economic space.
The financial risks of Pivovarna Laško Group are in described in the financial part of this annual report on
pages 232, 233 and 234 in explanation number 30.
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M a r k e t i n g a c t i v i t i e s
In 2009 marketing continued and reinforced the set guidelines from 2008, when a new product image of
the line Laško beer was set. In 2009 it was awarded with the title TRUSTED BRAND, which is granted every
year based on research among consumers on trusted trade marks.
The Bandidos family of mixed beverages with beer was completed in 2009 with the new flavour Bandidos
Cuba Libre. At the end of the year a new winter beer, Eliksir, was launched on the market. A strong beer with
16 % fruit extract and 7.6 alcohol by volume, this beer belongs among beers that experts know under the
name “BOCK”. Eliksir is a beer of amber, red-brown colour with a pleasant, gentle, malt smell. A variety of
tastes is typical for this beer, from chocolate flavour and fruit flavour to an aromatic bitter taste, and when
poured correctly in a glass it generates creamy foam.
Bock beers are light or dark beers, of high volumes of alcohol and extracts. These beers are typical for their
malt taste, low but aromatic bitterness, and a strong alcoholic character. They have creamy foam and a low
carbonization level (CO2).
2.11.1 CHANGE IN THE PRODUCT ARCHITECTURE AND IMAGE OF THE LAŠKO TRADE MARK
In 2007, based on the results of numerous studies, we outlined a developmental path for our main pro-
duct line, Laško beer. In addition to a traditionalist, non-modern visual image, the trademark Laško at its
highest level faced a problem with the hierarchy of specific sub-brands, which were divided into two classes:
the Laško beer Zlatorog and Laško, which included the products Club, Temno and Lahko. Such structure
was not optimal from a marketing communication point of view, and in addition, research also indicated
a decline in the awareness of Zlatorog, which consumers from a verbal point of view replaced with a word
Laško due to the ten-year-old communication of Laško beer, while visualizing »green label«.
Changes in architectureThe trademark Zlatorog was thus switched to Laško Zlatorog.
• The new architecture was the following:
• Laško Zlatorog
• Laško Club
• Laško Dark (rename from Laško Temno)
• Laško Light (replacement for Laško Lahko)
Particular elements in the architecture:
• Due to the multi-level nature of elements (Laško beer/Laško/Club, Temno, Lahko) the logo Laško beer
in word and image was removed,
• Due to emphasizing tradition, the year 1825 and the image of a goat were kept, where we distinguish
between the product mark and the corporate mark.
Change in the packaging image and price positioningNew designs and materials of the primary packaging (labels and cans) secondarily followed the desired
pricing positions of particular products from the Laško line. Laško Zlatorog is a representative of the middle
class; Laško Club, Dark and Light are, however, classified into specialized beers and represent the premium
segment of our offer. Packaging has been adjusted accordingly.
Innovations in packaging in 2008:
• Introduction of green long-neck bottles (a switch from brown ones) for all products in returnable and
non-returnable bottles, except for BZ Bandidos, which remains in a white bottle,
2.11
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• Laško Zlatorog—bottle: use of a neck and chest paper metallic label, cancellation of chest label,
• Laško Club, Dark and Light—0.33 l non-returnable green bottle; use of neck paper metallic label and
adhesive transparent check label (»no-label look« [NLL]), 0.5 l 1/24 can Laško Light.
• Export Pils—bottling into green long-neck bottle, redesign of labels on the bottle (cancellation of retro
label) and cans, introduction of packaging 6/1 cans (six-packs).
Innovations in packaging in 2009:
• Bandidos—introduction of the new flavour Bandidos Cuba Libre in the existing 0.33 l non-returnable
twist-off bottle,
• Eliksir—winter beer with 7.6 % alcohol by volume in 0.33 l non-returnable green bottle.
2.11.2 CHANGE IN THE COMPANY'S CORPORATE IMAGE
Concurrent with the change of the product architecture and the image of the trademark, Laško Pivovarna
Laško also changed its corporate image. The new corporate image is this time distinguished from the image
of the trademark Laško (different typography, different appearance of the goat); in this way the company
provides the trademark its autonomy, while due to the significant resemblance of branding, it still affects its
positioning and awareness and partly also the trademark Export Pils. The new corporate image is of course
also the signature of quality for the remaining trademarks of the company.
2.11.3 MARKET RESEARCH
In addition to obtaining information from Internet sources, we also used external sources. For exter-
nal research, the company used 1 % of funds intended for marketing activities. The results of the external
research are in addition to internal information of vital significance, particularly in this rapidly changing
environment. Information obtained this way is used to monitor marketing trends in both sales and com-
munication.
2.11.4 MARKET COMMUNICATION
For market communication on domestic and foreign markets in 2009, the company planned to spend 8
% of the total planned sales revenues generated from the sale of products of Pivovarna Laško in 2009; this
was realized. The structure of expenditure was the following:
• Slovenia 85 %
• Export 15 %
SloveniaIn 2009 we continued with activities to inform the market of changes in our image at www.lasko.eu, whi-
ch was also supplemented with our renewed corporate website www.pivo-lasko.si.
During the spring and autumn period, the focus of activities was directed into sales promotion, particular-
ly in the distribution channel Horeca via sales events and parties.
We organized a promotion at the Lent festival in Maribor in June and participated in activities related to
numerous VIP events (Zlata Lisica [Golden Fox], Planica, etc.), as well as in the promotional equipment of
event space at various sales events.
In June, at the introduction of the new flavour Bandidos Cuba Libre, we prepared a communication acti-
vity, which included media: TV, print and Internet. In addition, we also carried out the 45th entertainment
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event Pivo-cvetje.
In the field of sponsorship we acted in the strategic directions from previous years. The major part of
sponsorship funds was intended for corporate sponsorship.
In December, within the framework of New Year's greetings and announcement of the 185th anniversary
of Pivovarna Laško, we prepared the communication campaign Eliksir, which included advertising on TV,
in print and on the Internet. In the image of the New Year's campaign we also arranged giving presents to
business partners.
Foreign marketsOn foreign markets, the majority of communication activities were intended to communicating the new
image, as in Slovenia. Both in ATL (TV, print) and BTL (sales promotion) communications, adapted commu-
nication solutions and promotional advertising material were used.
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P l a n s f o r 2 0 1 0 a n d d e v e l o p m e n t s t r a t e g y
Pivovarna Laško Group's desire is to remain the leading producer of beer and mineral and spring waters
in Slovenia with a dominant market share, and a competitive producer with a more visible market share in
the field of non-alcoholic beverages.
With an emphasis on high quality and product awareness, the Group plans to be successful also on foreign
markets, particularly on the markets of South Eastern Europe, in the area of selling beer, water and non-
alcoholic beverages; we also aim to be comparable with European competition as far as business efficiency
and return on equity are concerned.
2010 plan and 2009 sales of Pivovarna Laško Group – by group of products
( in hl ) Plan 2010 Sales 2009 index 10/09
Beer 1,952,050 1,975,579 98.8
Mineral water 613,009 598,668 102.4
Spring and natural waters 227,396 226,878 100.2
Flavoured water 343,120 320,888 106.9
Fruit juices, nectars 360,374 368,608 97.8
Other non-alcoholic 1,003,582 989,040 101.5
Syrups 59,489 64,288 92.5
Other alcoholic 7,875 8,942 88.1
Total 4,566,895 4,552,891 100.3
– by individual companies
( in hl ) Plan 2010 Sales 2009 index 10/09
Pivovarna Laško 1,065,000 1,011,539 105.3
Pivovarna Union 1,470,950 1,457,477 100.9
Jadranska Pivovara - 72,239 /
Radenska Radenci 1,023,006 1,038,466 98.5
Fructal Ajdovščina 728,677 709,585 102.7
Fruktal MAK Skopje 124,637 113,591 109.7
Vital Mestinje 154,625 149,994 103.1
Total 4,566,895 4,552,891 100.3
We shall continue with our development strategy, which is focused mainly on further reputation bu-
ilding of particular recognised trademarks both on domestic and foreign markets, and will thus strive
for increasing market shares on particular markets.
At the same time we plan to continue with activities in reducing our burden on the environment,
particularly in the area of wastewater and packaging waste. Particular attention in this strategy will be
devoted to the water protection area—that is, water as a vital resource of the whole Pivovarna Laško
Group. In any event, we will not neglect efforts towards a more rational use of other energy-generating
products such as electricity and gas.
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Quantity and structure diagram of beverage sales plan in 2010 for the Group
Beer
Mineral water
Spring and natural waters
Flavored water
Other non-alcoholic
Syrups
Other alcoholic
Fruitjuice, nectars
0
500,000
1,000,000
1,500,000
2,000,000
2,500,000
Plans 2010
in h
ecto
litr
es
Beer
Mineral water
Spring and natural waters
Flavored water
Other non-alcoholic
Syrups
Other alcoholic
Fruitjuice, nectars
( in hl ) Plans 2010 in %
Beer 1,952,050 42.7
Mineral water 613,009 13.4
Spring and natural waters 227,396 5.0
Flavoured water 343,120 7.5
Fruit juices, nectars 360,374 7.9
Other non-alcoholic 1,003,582 22.0
Syrups 59,489 1.3
Other alcoholic 7,875 0.2
Total 4,566,895 100.0
Consolidated profit plan of the Group for 2010
( in euros, except headcount ) Plans 2010
Total income 388,007,366
Total expenditure 361,915,833
Depreciation 25,013,049
Total profi t 26,091,533
Taxes 3,573,318
Net profi t 22,518,215
Net cash fl ow1 47,531,264
EBIT 41,874,518
EBITDA 66,887,567
Average number of hours per employee 2,051
1Net profi t including depreciation
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E v e n t s a f t e r t h e f i s c a l y e a r
Termination of the decision procedure on the proposal for the initiation of bankruptcy proce-edings against the company Center Naložbe, d. d.
With a decision of 18 January 2010, the District Court in Maribor decided to terminate the decision proce-
dure on the petition of creditor companies—Pivovarna Laško, d. d., Pivovarna Union, d. d., Radenska, d. d.,
Delo, d. d., and Fructal, d. d.—for the intitation of a bankruptcy proceeding against the debtor Center Nalož-
be, d. d., until the end of the receivership against Center Naložbe, d. d. The decision-making procedure on
the petition of the creditor companies for the initiation of bankruptcy proceedings against Center Naložbe,
d. d, was terminated until the completion of the receivership procedure against Center Naložbe, d. d.
Appointment of a new manager in the affiliated company RA & LA, d. o. o., SarajevoOn 28 February 2010 the term of office of the former director of the company, Mr Marko Božiček, termi-
nated by agreement. Mr Šerif Krajišnik was appointed as the new manager of the company for a four-year
term of office, with the commencement of the term on 1 March 2010.
Report on findings of the special audit On 9 March 2010 Pivovarna Laško, d. d., adopted the »Report on findings of a special audit of managing
particular busines dealings of the Pivovarna Laško Group« (hereinafter: report), which was prepared on the
basis of the assembly decision of 31 August 2009 by BDO Revizija, d. o. o., družba za revidiranje, Ljubljana.
In accordance with provision 320 of the Companies Act ZGD-1, the Management Board of the company sent
the report to all members of the Supervisory Board.
The Supervisory Board addressed the report and discussed it at the 17th general meeting of shareholders
of 30 March 2010. Based on the findings of the Management Board that other transactions were carried out
which were content-related to those addressed, and which the special audit failed to include in its report, the
Supervisory Board recommended to the Management Board to also carry out an inspection of these particu-
lar transactions. The Management and Supervisory Boards shall inform the assembly about this report at the
regular general meeting of the company.
Decision of the High Commercial Court in Celje on the annulment of the decision made by the register court
On 11 March 2010 Pivovarna Laško, d. d., adopted a decision of the High Commercial Court in Celje, by
which the mentioned court annulled the decision made by the register court. It concerns a register mat-
ter of the petitioner Pan-Slovenian Shareholders' Association, in which the register court dismissed the
petitioner's suggestion to enter two new members of the Supervisory Board, who were appointed at a so-
called »spontaneous« or »staircase« assembly. The High Commercial Court in its explanatory note clarified
that the register court in a non-contentious procedure cannot decide on the content in the event a lawsuit
is already pending on the same subject matter, and should thus terminate the procedure until the decision
of the pending lawsuit. We must add that the District Court in Celje has already reached a decision in this
lawsuit, saying that the decisions of the so-called »spontaneous« or »staircase« assembly are null. The deci-
sion is not final.
Denationalization claims in Radenska, d. d., RadenciIn 1993, denationalization beneficiary Mr Rudolf Höhn-Šarič, Baltimore, United States, submitted an
application for denationalization of nationalized property. The application submitted refers to return of the
ownership share in the then-company and subordinated return into ownership and possession of properties
and payment of compensation. In nature this represents the majority of lands and facilities within the spa
resort in Radenci and part of lands and facilities on the location of the current bottling plant in Boračeva.
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In July 2009 the Supreme Court of the Republic of Slovenia it its audit report ruled that the beneficiary, Mr
Rudolf Höhn-Šarič, has been deemed a Yugoslav and Slovenian citizen since 28 August 1945. The question
of nationality represented a preveious question in this procedure. Based on the decision of the Supreme
Court on the recognition of the beneficiary's nationality, the competent administrative unit at the end of
February 2010 submitted three preliminary submissions of the beneficiary or his commissioner, which de-
scribe in more detail the scope of the claim for the return of the nationalized property. Documentation is not
yet complete. In the current procedure Radenska, d. d., Radenci, as a person liable in March 2010 submitted
to the competent administrative unit a request for the delivery of other documents and an application for
extension of time until the identification of stipulations from the preliminary submissions.
Information about the current state in Jadranska Pivovara – Split, d. d.On 11 March 2010 the Commercial Court in Split, due to the insurance of a non-monetary claim of the
petitioner Shareholders' Association of Jadranska Pivovara – Split, d.d., issued a temporary injunction, with
which it forbid Jadranska Pivovara – Split, d. d., to dispose or in any other way dispose of the rights arising
from the ownership on the property and shares of the company. Any disposition opposed to the temporary
injunction is without legal effect. Jadranska Pivovara – Split, d. d., lodged an appeal gainst the temporary
injunction because it believes that the aforementioned temporary injunction was issued as unfounded. The
competent court has not yet made a decision about the appeal.
In Jadranska Pivovara – Split, d. d., a gradual production stoppage began on 1 April 2010 due to rationaliza-
tion, because the management of the company failed to conclude an agreement with potential buyers for the
purchase of assets of Jadranska Pivovara. It is expected that Jadranska Pivovara will continue with bottling
of the beer Kaltenberg by the end of May, which is to be produced at Pivovarna Laško, d. d. Pivovarna Laško
and Jadranska Pivovara will provide the financial resources for the settlement of accounts payable, banks and
those employed at Jadranska Pivovara. Pivovarna Laško will continue with an active search for a buyer of the
assets of Jadranska Pivovara.
Change in the Management Board of the afiliated company Fructal, d. d., AjdovščinaThe chairman of the Management Board of Fructal, d. d., Ajdovščina, Mr Anton Balažič, submitted a letter
of resignation of 31 March 2010, and on 1 April 2010 the Supervisory Board appointed Mr Drago Kavšek the
new chairman of the Management Board.
Transactions with related partied of Pivovarna Laško GroupAs at 31 March 2010 Pivovarna Laško, d. d., discloses liability to companies in Pivovarna Laško Group
arising from short-term loans received in the amount of EUR 39,900,000, from which EUR 8,200,000 to
Pivovarna Union, d. d., Ljubljana, and EUR 31,700,000 EUR to Radenska, d. d., Radenci.
Sale of shares of Večer, d. d., MariborThe sale of investment in shares of Večer, d.d., Maribor, was initiated in January 2010. A thorough busi-
ness and legal inspection of the company Večer, d. d. was conducted and a public tender prepared, which was
publicly announced in March 2010.
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E v e n t s p r e c e d i n g t h e f i s c a l y e a r 2 0 0 9
1825Historical beginnings of Pivovarna Laško. A producer and seller of honey and ginger-bread producer, Mr
Franz Geyer, in the former Valvasor Špital arranges a crafts brewery, which building still stands today.
1838The brewery is bought by Mr Heinrich August Uhlich. He exports beer to India and Egypt.
1867Along foothills of Sv. Krištof and Šmihel, Mr Anton Larisch placed the largest brewery at that time on
Spodnje Štajersko.
1889The brewery is purchased by an extremely nationally oriented brewer from Žalec, Mr Simon Kukec. As
an innovation he welds light and dark thermal beer, in addition to the beers Ležak and Porter, which is later
renamed Temno Laško beer. The trademark Laško Pivo was becoming increasingly recognized in his times,
and under this trademark beer was also sold in Egypt and Budapest.
1924The brewery welds its last beer. The brewery union of Ljubljana secretly purchases the majority of its
shares and cancels the production. Closure of the brewery affects the people of Laško not only materially;
initiatives to re-open the brewery make innkeepers excited.
1929Representatives of innkeepers' co-operatives decide to build an innkeepers' shareholders' brewery in La-
ško.
1938After many complications and severe opposition by the competition, they open the shareholders' brewery
Pivovarna Laško and present the new Laško beer under the trademark Zlatorog. Drinkers of the beer liked
the beer so much that German occupiers allow maintenance of the trademark Laško beer due to the quality
of the beer.
1944During bombing of the railway bridge, the brewery was also hit and demolished. After World War II pro-
duction in the brewery began again already in 1946 and was officially stopped in 1947.
Since World War II Pivovarna Laško has constituted a single company the entire time. Particularly after
1960 the company has recorded an extraordinary development in sales: from 60,000 hl to 1,300,000 hl.
1990After harmonization with the provisions of the Companies Act, the organization of the socially owned
company is entered into the court register as court decision Srg 23/90 of 31 May 1990.
1991In accordance with the provisions of the Companies Act, it is transformed into a joint stock company in
mixed ownership. On 30 September 1991 the share and the social capital were assessed and division of shares
conducted.
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1995At the first general meeting of shareholders of 20 April 1995, Pivovarna Laško is submitted to ownership
transformation into a joint stock company with known owners. The company was entered into the court
register with decision Srg 673/95 of 8 September 1995. The company becomes a joint stock company with
more than 15,000 shareholders.
2000Capital connections with Radenska, d. d., Radenci, Jadranska Pivovara, d. d., Split, and Vital, d. d., Mesti-
nje, represent one of the most significant turning points in the company history. A new business strategy
for development begins.
2002The company succeeds with a public takeover bid of Pivovarna Union, d. d., Ljubljana. It obtains 47.86
percentage points of all its shares.
2003Continuation of capital investments. The company gains a 24.98 % share in Delo, d. d., Ljubljana. Thus
the company becomes its largest owner.
2004In December the company obtains an additional 27,011 shares (5.98 percent of property) of the joint stock
company Union Ljubljana. Pivovarna Laško, d. d., becomes a 53.85 % owner of all shares of Union.
2005In February the company buys from Interbrew Central European Holding B. V., Netherlands, the entire
ownership share, which is 186,400 shares of the issuer Pivovarna Union, d. d., Ljubljana. Pivovarna Laško
thus becomes the majority, 95.17 % owner of the company Union. In May the Competition Protection Office
issues a consent to the reported concentration of the companies Pivovarna Laško, d. d., and Pivovarna Union,
d. d.
2006Transfer of entry of 106,950 newly issued shares of the company Poslovna Sistem Mercator, d. d., Ljublja-
na, from Slovenska Odškodninska Družba, d. d., Ljubljana, to Pivovarno Laško, d. d. After the aforementi-
oned transfer of entry, the joint stock company Pivovarna Laško ownes 317,498 shares MELR or 8.34 % of
Mercator.
2007Takeover bid for the buyout of the shares of Delo, newspaper and publishing company d. d., Ljubljana.
Transferees of Pivovarna Laško, d. d., Radenska, d. d., and Talis, d. o. o., have in total 628,044 shares, which
is a 94.09 % share of the target company.
2008A takeover bid for the purchase of shares of Pivovarna Laško, d. d. was published in February. Transferees
of Infond Holding, d. d., Maribor, Cestno Podjetje Maribor, d. d., Fidina, d. d., Ljubljana, and Koto, d. d., Lju-
bljana, in total acqire 4,818,151 shares, which is a 55.08 % share of all shares of the target group. Transferees
offer EUR 88.00 per 1 share PILR, and 2,488 shareholders of Pivovarna Laško, d. d., accept the takeover bid.
As at 31 December 2008 Infond Holding, d. d., is the majority owner of the company Pivovarna Laško, d. d.,
with a 52.97 % share.
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3.S U S T A I N A B L E D E V E L O P M E N T
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E m p l o y e e s
Employees are one of the cornerstones of the company's good management, because we contribute to
good quality and also to consumer satisfaction with our products, and with our knowledge, efforts and
competence. Since we are very aware that employee satisfaction and business performance are inextrica-
bly linked, we successfully ensure a healthy and safe working environment and good participation among
employees, which will be of great significance also in the future, because this is the way to produce greater
loyalty from employees to the company and to cultivate the aforementioned qualities in workers.
Employee satisfaction and commitment was maintained in different ways: we organized meetings for
employees at the end of the year and a meeting of a 50-year jubilee; and we honored workers who retired in
the last year, where memorial gifts were accepted. Other efforts included sending cards at personal events,
enabling employees to use holiday facilities, with payment of additional pension insurance, and co-financing
dental services, with a possibility for sports engagement in leasehold or rented sports facilities and similar.
In addition to the above, in 2009 we also took care for our former employees, since there was a meeting
organized at the beginning of the year for workers who retired in the previous year, and we also organized a
trip for employees and a New Year’s meeting.
Our objective for the future remains employment rationalization and growth of employees' educational
level.
3.1.1 EMPLOYMENT CONDITIONS AND TRENDS
The year 2009 was completed with 321 employees, which represents 0.9 % less than in 2008, when 324
people were employed on the last day of the year. Part-time work is carried out by 10 people, of whom there
are 8 disabled people; 2 persons are enjoying parent leave for half time, which in total represents just over
3 % of all employees. On average there were 324 people employed in Pivovarna Laško, d. d., in 2009.
We increased the number of our contract labour force, because at the end of December 2009 the company
had 17 workers recruited by the agency for providing workers, and such number on the same day in 2008
was 7. The reason for such a high increase in contract workers is the change in work organization at our
distribution centres, because the majority of these workers are located at these posts.
In the previous year the company hired 13 workers, from which there were 8 redeployments from Pivovar-
na Laško Group, namely, as at 1 April 2009 we took over administrators, stock keepers and commissioners
from Pivovarna Union, Radenska and Fructal, which were carrying out work until then in the distributi-
on centre in Maribor. We concluded an employment agreement for a fixed period of time with two newly
employed workers; in one case it was about replacing a worker, while others have concluded an employment
agreement for an indefinite period of time.
In 2009 we terminated 16 employment agreements, or 16 employees left the company. On 1 April 2009,
due to reorganization, we sent those employees who were carrying out their work in the distribution centre
Ljubljana, branch office Izola, to Pivovarna Union—two administrators, one stockkeeper and one commis-
sioner. In addition to the above, the health situation of two employees was such that they obtained the
right to disability retirement; there were seven workers released due to regular termination of employment
relationship for business reasons, and with one worker we concluded a mutually agreed termination of the
employment relationship. An agreement concluded for a fixed period of time expired for two employees, and
no new conclusions of employment relationships took place.
In accordance with the gradual reorganization of the company's organizational structure, on 1 January
2008 marketing became a primary function of the chairman of the Management Board, which is indicated
as an increase of employees in the management of the company and decrease in the commercial sector in
3.1
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the years 2008 and 2009 compared to 2007; however, there were no significant changes in any of these
sectors in recent years.
Employees per sector as at 31 December
Year 2007 in % Year 2008 in % Year 2009 in %
Management of the company 17 5.1 21 6.5 21 6.6
Business secretariat and informatics 23 7.0 23 7.1 22 6.9
Commercial sector 73 22.1 69 21.3 71 22.1
Production and technical sector 188 56.8 181 55.8 176 54.8
Sector of business economics 19 5.7 19 5.9 18 5.6
Sector of human resources and legal
protection 11 3.3 11 3.4 13 4.0
Total 331 100.0 324 100.0 321 100.0
3.1.2 AGE STRUCTURE
There were no significant changes in the age structure of employees of Pivovarna Laško compared to the
previous year. We once again find that the average age of employees reached the highest average age of the
last months, because in the last year it rose to 44.7 years or 44 years, 4 months and 10 days, and increased
by 7.5 months compared to the previous year. Almost three quarters of all employees are older than 40 years,
and only 2.5 % percent of all employees fall in the class up to 30 years.
We must also add that pension reform is still in the stage of a transitional period, which for women means
a gradual prolongation of the required years of service and age for fulfilling minimum conditions of retire-
ment; this is one cause of the average age growth of employees in the company.
Employees per age group as at 31 December 2009
F M Total in %
Age from 26 to 30 years 3 5 8 2.5
Age from 31 to 35 years 14 18 32 10.0
Age from 36 to 40 years 16 35 51 15.9
Age from 41 to 45 years 42 58 100 31.1
Age from 46 to 50 years 25 47 72 22.4
Age from 51 to 55 years 14 37 51 15.9
Age from 56 to 60 years 1 4 5 1.6
Age above 60 years - 2 2 0.6
Total 115 206 321 100.0
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Age tree as at 31 December 2009
Composition of employees by gender as at 31 December
( in % ) 2007 2008 2009
Women 35.6 35.5 35.8
Men 64.4 64.5 64.2
Total 100.0 100.0 100.0
The employment relationship between men and women has in recent years not changed significantly and
remains approximately at two thirds in favour of men.
3.1.3 EMPLOYEE TRAINING
In Pivovarna Laško we are well aware that growth of our employees' educational level is one of the condi-
tions for the development of efficiency and quality of the company. This is why the educational structure of
employees continues to improve from year to year, which is the result of employee training as well as a ratio-
nal personnel policy—recruitment of new, highly educated staff and additional formal training of employees.
In addition to education, with the purpose of obtaining formal education, employees have been gaining
knowledge from different areas by attending seminars, courses and fairs, for example knowledge in quali-
ty of products, commercial business, technical sciences, modern information technology, accounting and
financial operations. In addition to that, there were also statutory trainings and examinations. The total
number of participants in different trainings was 136, which represents 42 % of all gainfully employed in
the company. In total, there were 2,273 hours of training conducted, which means that each participant is
trained on average 16.7 hours. In addition to employees, contract and hired workers have also been attending
professional training programmes. And all people gained knowledge of that which is necessary for carrying
out tasks and duties at their positions of employment. The needs for training and their realization were left
to particular sectors.
In February 2009 an advanced course in the German language was completed, which was conducted in
two parts, beginning in 2008. In the second half of 2009, 45 employees visited the fair »Drinktec« in Ger-
many, where they obtained information on innovations in the area of production, bottling and distribution of
beverages, and made contacts with business partners, including manufacturers of technological equipment
and spare parts. Bearing in mind that on 1 January 2009 the company switched to the new business informa-
1413 13
1211
10 10 10 10 109 9
8 87
6 65 5
4 4 43
2 2 2 2 21 1 1 1 1
1 1 12 2 2 2
3 3 3 34 4 4 4 4
5 56
7 7 7 78
9
11
in y
ears
61 62 646357 58 59 6552 54 55 5647 48 49 5142 44 45 4637 38 39 4132 34 35 3633 43 53age 26 27 28 29 31
Men:206 employees or 64.2 %,average age is 44 let, 8 months, 27 days.
Women:115 employees or 35,8 %,average age is 43 let, 8 months, 2 days.
Total:321 employed,average age isof our employees is 44 years, 4 months, 10 days.
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tion system SAP, for which training of the majority of personnel took place in 2008, an additional training
took place internally through the company's information technology administrator. Since occupational safety
and health at work represent a fundamental principle, in 2009 we organized a course and examination on
safety at work and fire protection for 106 participants. A seminar for internal auditors of the HACCP system
was attended by 26 employees, which is with regard to our activity also a statutory obligation.
In addition to obtaining functional knowledge by attending courses and seminars, where employees are
trained especially for implementing their work, we provide our employees with support in obtaining a higher
educational level by financing fees and the possibility of using training leave. With the objective of obtaining
a higher level of education, 20 persons attended training programmes in 2009, of which 12 employees su-
ccessfully completed training, 11 at higher professional study and 1 at specialist training. In three particular
cases the agreement for training on the job was terminated, and in accordance with provisions of agreements
the costs of tuition fees returned. Currently, there are eight active agreements: two for higher professional
trainings, one for specialist training and five for master's studies. Information indicates that the majority
of employees are focused on the area of commercial business, chemical technology and informatics. In the
previous year there were no newly concluded agreements on training on the job.
Company objectives are still focused into providing opportunities for training of employees for the pur-
pose of obtaining a higher level of education, focused particularly on the acquisition of technical knowledge.
3.1.4 EDUCATIONAL STRUCTURE
Compared to the previous year, the educational structure did not change significantly. The majority of
employees, that is 46 %, still have IV. or V. educational level; this is followed by the proportion of unskilled
personnel, which is gradually decreasing from year to year, while the proportion of employees who have
completed VI., VII. and VIII. levels of education is increasing. The increase in proportion of employees with
higher educational levels is the result of newly employed, highly qualified personnel and the completion of
training on the job of people already employed in the company.
Ednacional structure of employees in Pivovarna Laško as at December 31st
Year 2007 share in % Year 2008 share in % Year 2009 share in %
Master 2 0.6 3 0.9 5 1.6
University 46 13.9 47 14.5 45 14.0
Associate 30 9.1 33 10.2 41 12.8
High school 77 23.3 73 22.5 62 19.3
Skilled 86 26.0 84 25.9 86 26.8
Semiskilled 32 9.6 31 9.6 29 9.0
Unskilled 58 17.5 53 16.4 53 16.5
Total 331 100.0 324 100.0 321 100.0
The technological equipment of the company is forcing us into a need for higher educational levels, to
which particular attention shall continue to be paid in the future. This may be achieved especially with the
rational recruitment of new workers, since for the existing personnel, in the case of non-skilled workers this
refers to older people who no longer show any interest in training on the job.
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3.1.5 RETIREMENTS
In the past two years no-one retired with qualified personal full retirement. Only two workers retired in
2009, whose medical condition was such that they qualified for the conditions for disability retirement. The
reason why the company has no workers who would go into retirement with the qualifying years of service
and age is the implementation of an action plan for reducing the number of employees.
However, it was necessary both to comply with the age condition and to have sufficient pensional service
in order to qualify to obtain the right for a retirement pension in 2009. Women could retire at the age of 56
years and 4 months, having completed their pensional service of 37 years, and men at 58 years and at least
40 years of pensional service.
The transitional period, which is gradually prolonging the age and the pensional service for women, will
be completed in 2014.
3.1.6 EMPLOYMENT OF DISABLED
The current regulation provides the requested level or quota of disabled employees, compared to the total
number of employees applying for our line of work, which is 6 %. In the event an employer employs a larger
number of disabled persons, he is exceeding the quota and is therefore entitled to a reward; in the event the
employer fails to reach the quota, he must pay a contribution to the fund for Promotion of Employment of
Persons with Disabilities.
At the end of the year the company employed 26 persons with the status of disabled person, which repre-
sents 8.1 % of the total number of employees. In accordance with the Vocational Rehabilitation and Emplo-
yment of Disabled Persons Act, providing a minimum proportion of employment of 20 disabled persons for
our line of work, we are surpassing the quota by 6 persons.
The company applies preventive measures to prevent the emergence of new restrictions arising from di-
sability. In addition to preventive and curative care for their health, we also make sure that disabled persons
are able to continue their work at positions of employment which are adjusted to their capabilities for work.
Eight disabled persons carry out their work part-time—the majority working half time and one working a
six-hour day—and all of them have set working restrictions or restrictions regarding their medical condition.
3.1.7 VOLUNTARY SUPPLEMENTARY PENSION INSURANCE
The pension plan includes 99 % of all employees having concluded employment agreements of indefinite
duration. Since 2007, when the company switched from a net to a gross way of raising funds, there were
no significant changes and modifications in the area of voluntary supplementary pension insurance. In
accordance with the Personal Income Tax Act, the maximum amount recognized as a tax deduction of the
voluntary supplementary pension insurance is valorized at the annual level. Premium valorization is usually
carried out at the beginning of the year, in January.
We remain one of the rare employers who are taking care in this way for the long-term social security of
our employees.
3.1.8 AGENCY WORKERS, STUDENT WORK
As in previous years, in 2009 the company also resolved the substitution of labour force during summer
holidays and annual leaves, as well as the increased volume of work due to the seasonal nature of the com-
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pany, by employing agency workers and students. The greatest need for more people for employment in
2009 was caused by the revised method of work on the shipment of products in business units. In 2009,
upon introduction of the new information system, we also changed the method of shipping products; name-
ly, we introduced order picking, which represents work that was, prior to the change, carried out by transport
operators, but now the order picking is carried out by our workers. So far, we have employed a hired labour
force only during seasonal months, but the new methods dictate the need for employment throughout all
months of the year, and that is why there were six people hired per distribution centre in Celje and in Mari-
bor, and two in the distribution centre Ljubljana at the end of 2009. These workers were mediated via the
employment agency Adecco, with which the company concludes annual agreements on the employment of
workers. In addition to commission agents and stockkeepers at the business units, Adecco also referred two
operators for the call centre, two auxiliary water supply maintainers for the working unit Vodovod and one
trainee in the kitchen. On average, the company utilized 16 hired workers per month, the most and for the
longest duration being commission agents and stockkeepers of finished products at business units.
As already mentioned, students help us during the season. In the same way, the company replaced the
work of former seasonal workers in the bottling plant. Prior to the commencement of work, six part-time
students carried out a medical exam and examination for managing a forklift, and then carried out work as
a forklift driver in the bottling plant throughout the entire season. Also the work of a seasonal worker in the
production plant was replaced by a student in the previous year. It has happened on more than one occasion
that the work quality of certain students exceeds the level of some employees in the company.
In addition, in the previous year our company also received a large number of applications for carrying
out holiday work—in total in received 180 different applications. From the received applications, 113 were
resolved favourably with hired applicants; among the refused ones, certain applicants failed to meet the con-
ditions of employment or their applications arrived late. The minimum condition for employing a student is
considered having completed the first year of secondary school.
3.1.9 WAGES AND SALARIES
In 2009 the average gross salary in Pivovarna Laško, d. d., totalled EUR 2,052, which is 9.7 % more than
the previous year. The net average salary increased by 9.8 % compared to 2008 and totalled EUR 1,282.
During the year the company discontinued a long-term practice, where employees got to choose between
receiving the entire salary in cash or receiving part of it in cash and the other part in shares, with a proportion
of 10 % shares and 90 % in cash. The reason for discontinuation was mainly the indeterminate legal base for
this form of payment. We expect this matter to be resolved in 2010, and the company will be able to continue
the interrupted long-term practice in the future as well.
3.1.10 WORKING HOURS
Work time analysis indicates that the multi-annual downward trend of possible stock of working time
in 2010 slightly levelled, and the company will no longer reduce this indicator in the future on account of
employment.
In 2009, we find that the efficiency of working time is almost the same as one year ago and totals 80 %.
We further note that during the analysed period the number of hours of public holidays and absences due to
maternity leave decreased, while on the other hand we record an increase of sick leaves. Particular attention
wil be paid to this issue in the coming period. In 2009, there were on average 19 employees absent due to
sick leave, which is 2.6 employees more than in 2008.
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In the future the company needs to pay a great deal of attention to particular movements of working hours
in such way that the movement trends will be positive.
3.1.11 SAFETY AND HEALTH AT WORK
In 2009, based on positive legislation Pivovarna Laško, d. d., carried out the following activities:
• safety inspection of working equipment was performed regularly, in accordance with instructions on
safe work. Authorized firms carried out such inspection on working equipment for which the three-year
period for examination expired, in the following plants: malt-house, welding furnace I. and welding
furnace II., basements, engine room, boiler room and bottling plant C. Equipment inspection was also
carried out in Savinja Hotel,
• measurements of microclimatic conditions (summer and winter) on working places were carried out in
the distribution centres in Maribor and Celje. In addition, measurement was also implemented in the
natural and living environment (noise impact on the environment),
• inspection of hand-held fire extinguishers and inspection of hydrants, including measurements,
• training of employees whose validity of the examination for safety at work expired after two years. In the
current year 108 trainings were realized with examinations. Trainings were carried out also for all newly
employed workers and students,
• periodic medical examinations of employees took place in the Health Centre in Laško and Health Centre
in Celje. The total number of examinations carried out was 64. We took into account the implemented
examinations or findings and recommendations of the occupational health specialist doctor when we
allocated workers to their working places. In the further process two workers were addressed and evacu-
ated with assessment I. (unable to work),
• all employees were provided with appropriate working safety protection equipment, in accordance with
the risk assessment.
In 2009, the company recorded seven injuries at work and one outside work (on the way from work). Due
to injuries at work, there were 72 days lost this year.
Three inspections were carried out by the Slovenian Labour Inspection regarding implementation of occu-
pational safety measures. The first inspection was carried out in Pivovarna Laško, d. d., the second in the
distribution centre in Ljubljana, and the third in the distribution centre in Maribor. Decisions for elimination
were issued for the deficiencies discovered during the inspection. Deficiencies were eliminated and the La-
bour Inspectorate was informed regarding this elimination.
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C o m m u n i c a t i o n
Nowadays, companies cannot operate being isolated, but only in close connection with the environment.
Pivovarna Laško builds mutual communication between the company and its internal and external enviro-
nment, which is the environment represented by the various publics affecting its business operation.
3.2.1 COMMUNICATING WITH INVESTORS
In accordance with the law, Pivovarna Laško provides investors and potential investors with sufficient,
accurate and timely information. The latter refers to the business performance of the company in the past
and to the company's development strategy in the future, of course within the framework of our disclosure
policy.
Pivovarna Laško, the shares of which quote on the Ljubljana Stock Exchange, is according to the law
obliged to publish prescribed information on the website of the aforementioned Ljubljana Stock Exchange
(seonet.ljse.si), and also to publish this information on the website of the company.
The set of activities with investors and potential investors includes regular general meetings of sharehol-
ders, convening press conferences alongside reporting on interim and annual operating results, individual
meetings of representatives of the company with representatives of investment companies, and announce-
ment of interim and annual reports in print media and on the company's web sites.
3.2.2 COMMUNICATING WITH MEDIA
Via press releases, the company regularly informs the media of the activities of the company, its busi-
ness operations, plans and strategic guidelines. Relations with the media are based on correct participation,
prompt response and valid standards of public relations.
3.2.3 COMMUNICATING WITH BUYERS
A call centre has been at our buyers' disposal from 1 January 2009. Ten operators are available at the toll-
free telephone number 080 1825, who accept customer orders for all products of Pivovarna Laško Group.
The company introduced this project mainly to create simpler and more user friendly business operations.
The call centre, which is located in the distribution centre, takes orders for all distribution channels (trade,
catering and institutions).
3.2.4 COMMUNICATING WITH EMPLOYEES
Motivated and happy employees and healthy mutual relations represent the key to successful business
operations. In Pivovarna Laško employees are promptly informed with relevant information and memos
for the public. At the lowest frequency points in the company, bulletin boards are available and generally
expanded, and the indispensable Internet is generally used as a tool for communication. As the second com-
munication tool we can mention internal websites—the intranet of Pivovarna Laško and of Pivovarna Laško
Group, which were initially established due to a need to disseminate total documentation from the project
groups, which consisted of members from different departments, and from different companies within the
group. Use of the new tool has increased alongside the increased needs for mutual communication between
different organizational departments and mixed project teams, and it is a great place for applying particular
regulations, acts and other documentation of the company. All this has contributed to greater business per-
formance of our business operations.
The house magazine of Pivovarna Laško (Laški Pivar) was introduced once again in 2009. It was intended
both for employees in Pivovarna Laško and colleagues from Pivovarna Laško Group. In addition to the above,
it is also received by retirees of Pivovarna Laško, media representatives and other relevant members of the
public.
3.2
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R e s p o n s i b l e a t t i t u d e t o t h e s o c i a l e n v i r o n m e n t
Throughout the history of our investments, particularly in the last 20 years, the company has disclosed a
substantial proportion of inputs into construction and renewal of the local infrastructure, which indicates the
awareness of the company on integration into the local environment, the meaning of life, and the meaning
of socially responsible behaviour.
The products of Pivovarna Laško reflect tradition and the highest standards of quality. As a responsible
company, Pivovarna has made sure that the production processes with waste emissions minimize the impact
on the environment, and they are conducted in accordance with very strict European environmental stan-
dards. Wastewater emissions are drawn in their own wastewater treatment plant.
Pivovarna Laško is famous for its inclination to sports; according to the size of its share combined with
the companies in the Group, it is, namely, the biggest sponsor of Slovenian sport. Here, Pivovarna Laško as
well as the Group are active in the field of sponsoring the culture and development of local communities, as
well as health and welfare.
Our awareness of social responsibility is also reflected by donations intended in the majority to humani-
tarian projects, non-profit activities, and to supporting the development of smaller clubs and associations
from the local environment.
3.3
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E n v i r o n m e n t a l p r o t e c t i o n
Inhabitants with their activities are increasingly influencing the complete image of our planet; as a result,
negative global changes of our living environment occur, such as: climate change, shrinkage of green spaces,
reduction of the drinking water supply, ozone depletion, rising CO2 levels in the atmosphere, acidification
of sea water and the like. In Pivovarna Laško we are well aware that a responsible comprehensive approach
to managing the environment and company energy efficiency will be necessary to reduce the impact of our
technological processes on our environment.
To promote sustainable development of the company, environmental management represents an integral
part of company management, which has set the following environmental objectives:
• we measure and monitor impacts on the environment we cause by carrying out our activity,
• we introduce the best available technology in our technological procedures for providing efficient use of
materials and energy, and reducing emissions and waste,
• in development and investment activities our company uses the method of preventing negative impacts
on the environment from the initial phase,
• production and products are planned in such a way as to minimize the negative impacts on the enviro-
nment,
• by educating and training we are raising the environmental awareness of employees by acting responsi-
bly in our regular work,
• we plan and carry out activities for efficient environmental management on a regular basis,
• we encourage and promote environmental awareness in our suppliers, outsourcers and other business
partners.
In Pivovarna Laško we made a decisive step in applying renewable energy resources with concrete multi-
annual improvements in the operation of the anaerobic wastewater treatment plant. Biogas generated from
wastewater represents a significant share of the energy-generating product in the boiler room.
Production companies continue to invest funds into the ecologically most advanced technologies and
deduct duties for environmental nuisance, and at the same time they expect a response from the responsible
state institutions in the form of introducing »green tax reform«, which would provide for targeted return of
funds for ecological investments.
3.4.1 IPPC – ENVIRONMENTAL PERMIT
The most important confirmation of our diligent management, in accordance with the environmental
legislation, is certainly the acquisition of an environmental IPPC permit for the production plant Pivovarna
Laško, d. d. The aforementioned environmental permit was issued to the company by ARSO on 26 February
2009 for a period of 10 years, and an application has to be submitted for the extension of the permit after the
expiry of such 10-year period.
In accordance with the environmental permit in 2009, the company implemented noise measurements
in the living environment, as well as monitoring wastewater and all emissions release of substances into the
atmosphere. All measured values correspond to the norms according to the environmental regulations and
provisions.
3.4.2 ECOLOGY IN BEER PRODUCTION
In Pivovarna Laško, d. d., we have improved the parameters of technological wastewater and operation of
the anaerobic wastewater treatment plant in such way that biogas from our own wastewater treatment plant
replaces an already noticeable proportion of our natural gas consumption.
3.4
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Detergent consumption in the production of beer represents a signifi cant share of pollution in technolo-
gical wastewater. By applying technological measures, the company reduced the detergent consumption and
replaced most of it with biologically more degradable detergents; in so doing we reduced the impact on our
living environment.
By applying rational measures, the company has reduced the consumption of fresh water in the complete
area of production and bottling of beer. Due to the decreased quantity of beer sold, the specifi c consumption
of water still slightly increased, to 6.27 hl per 1 hl of beer sold.
Water consumption from 2007 to 2009
Beer sales
Water sales
Bee
r sa
les
in th
ousa
nd h
l
0
200
400
600
800
1,000
1,200
2007 2008 2009
0
200
400
600
800
W
ater
con
sum
ptio
n in
thou
sand
m3 Beer sales
Water sales
(in hl) 2007 2008 2009
Water consumption per 1 hl of sold beer 5.9678 5.8462 6.2666
By applying a strict approach this year, the company has further improved the system of separate collection
of solid waste on two ecological islands in the company. We have been separately collecting more than 15
types of waste and have in this way reduced the quantity of directly deposited municipal waste by 25 % in
2009.
Due to company's eff orts to reduce the emissions of substances into the atmosphere, we continued inten-
sive research on degradation of fresh brewer's yeast as our by-product. The Chemical Institute of Ljubljana
and Biotechnical Faculty are conducting tests on possibilities to apply fresh yeast to devices for the producti-
on of biogas, which is in terms of ecology a much more acceptable possibility than the current energy-con-
suming drying of yeast.
For 2010 we plan to discontinue the production of dry brewer's yeast and to transmit our substratum
partly in commercial biogas plants, and also to begin with practical testing of degradation at our own anae-
robic wastewater treatment plant. A remaking of our wastewater treatment plant is the fi nal objective of this
multi-annual project, which could greatly improve the ecological and energy effi ciency of the company. We
will reduce the quantities of emissions of substances into the atmosphere, reduce the consumption of steam
for drying the yeast, and at the same time produce biogas from fresh yeast, which will replace a part of the
consumption of natural gas as the primary energy-generating product for the production of heat.
3.4.3 WASTE DIATOMACEOUS EARTH
In beer fi ltration, at the end of the process and fi lter cleaning, a waste fi lter cake (diatomaceous earth) is
generated, which represents a mixture of fi ltration agents and organic suspended particles, which are sepa-
rated from the beer during the fi ltration process.
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Together with the Pulp and Paper Institute and Municipal Company of Laško, we successfully completed a
project to obtain Slovenian Technical Approval for the material which is obtained by mixing waste diatoma-
ceous earth and wood ash. The material is generated from two waste materials and is practically applicable in
construction, consolidation and preparation of roads or as a sealing layer for closing municipal landfills. This
way the company utilized an innovative approach to solve the problem of waste, since a new useful material
is obtained from two waste substances.
3.4.4 CLEANING TECHNOLOGICAL EQUIPMENT IN THE PRODUCTION OF BEER
At the beginning of the year, a change of particular cleaning agents was conducted throughout the entire
production; the new agents are ecologically more acceptable, meaning they have a higher level of biological
degradability. More attention was paid to areas where it is not strictly necessary to use agents containing
phosphoric acid, which has a negative impact on operation of the wastewater treatment plant and severely
burden the ecosystem in watercourses. We have selected particularly those agents containing fewer or even
zero additives (sequesters, durfactants) and in this way reduced concentrations of strongly burdening agents
in waste technological waters. By replacing the agents, we also achieved an important reduction in the total
expense of supplying detergents, in addition to a greater ecological effect.
3.4.5 WATER RESOURCES
Works on the water distribution system were in the previous year also conducted, mainly according to the
plan that we set, and there were no major deviations from the plan. Throughout the year we provided suffi-
cient quantities of drinking water, both in the Laško water distribution system as well as in the surrounding
water distribution systems. Due to quite favourable hydrological conditions, no water transports were neces-
sary, with the exception of the Šentrupert system. Also in the last year we replaced a lot of conduit sections
which were in poor condition.
On these water distribution systems we carried out health surveillance of drinking water adequacy in
accordance with the Rules on drinking water and other legislation. The company also has an implemented
system, HACCP, for water distribution systems, where a plan for monitoring drinking water from water
supply to the connection of the user to the drinking water supply is defined, because we are well aware in
the company that the most significant objective in the activity of drinking water supply comprises providing
health adequacy of the drinking water for all users.
Within the framework of preventive measures for providing health adequacy of the drinking water, we
carry out regular tours of water distribution facilities and have also established remote control of specific
facilities. Regular clearing and maintenance of the water distribution facilities is carried out preventively
according to the prepared HACCP plans, and we keep relevant records regarding this matter.
In addition to regular maintenance, the following major investment maintenance works were carried out
in the previous year:
• Reconstruction of the Globočaj drainage reservoirs supplying the water distribution system Trije Stu-
denci; in addition to all reservoirs, the environment of these reservoirs was also cleaned. After the re-
construction, these reservoirs have an efficacy of 1.5 l/s. This substantially increased the reliability of the
operation of the water distribution system,
• Participation with the Municipality of Laško on the construction of the water supply distribution network
Vrh nad Laškim-Tevče-Reka. Approximately 180 new users will be connected to this water distribution
system,
• Participation with Municipality of Laško on the construction of the water distribution system Trno-vo. Approximately 40 new users will be connected to this water distribution system,
• A renewal of the pipeline in Spodnja Rečica was conducted and 30 water connections replaced,
• Change of the Štenge–Huda Jama pipeline, in length of 1,500 m,
• Installation of a pipeline and placement of a new hydrant in Trobni Dol,
• We carried out reconstructions of pipelines in the settlements Podšmihel, Pristava, Strmca, Brezno and
Polana,
• We began replacing the entire pipeline in Šmohor.
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3.4.6 MAINTENANCE AND ENERGY ENGINEERING
The energy devices and equipment the company has at its disposal have entirely met the needs which
constitute one of the links in the technological process, namely, within the framework of norms for these
purposes. At the same time, in the area of energy engineering, by monitoring and surveillance of generated
emissions as a result of energy conversion, we strove to achieve the minimum number of units or, together
with the checked measurements, to fall within the framework of units as they are statutorily set.
3.4.7 WASTEWATER TREATMENT PLANT
Also in 2009, under optimum conditions the company continued operating the anaerobic wastewater
treatment plant of Pivovarna Laško. Inflow and outflow monitoring by the Institute of Public Health Mari-
bor from the wastewater treatment plant is carried out on a regular basis, which indicates a high degree of
purification—as much as 88 % average efficiency of degradation of KPK in technological wastewater. The
total annual quantity of wastewater from the brewery was 399,758 m3, which was 17,258 m3 less than last
year. In the operation of the wastewater treatment plant, biogas is also generated from the wastewater, which
contains minute concentrations of unwanted impurities (sulphur, carbon dioxide) after chemical treatment.
At the annual level 544,000 m3 of biogas is generated, which is partly used for heating wastewater at the
wastewater treatment plant; most of it is used as an alternative source of heat in the boiler room for the
production of steam. This year the company compensated 300,000 m3 (8 % of consumption) of natural gas
with biogas as a renewable source of energy.
3.4.8 REVIEW OF INVESTMENT AND EXPENSES IN ECOLOGY
Review of investments in ecology
( in EUR ) 2007 2008 2009
Investments in water resources 684,068 630,001 593,786
Water resource Lurd 37,801 762 -
Water resources water supply – Rudnik - 23,593 -
Indemnities water supply 654 1,000 1,125
Water supply maintenance 645,613 604,646 592,661
Water 50,165 54,614 62,446
Water reimbursements 35,312 35,312 32,805
Water concession 14,853 19,302 29,641
Wastewater 526,224 930,251 641.785
Wastewater treatment plant 455,723 879,835 641,785
Environmental duty – wastewater 69,001 48,916 *
Indemnity to fishing club 1,500 1,500 -
Waste – environmental duty 254,975 161,988 417,813
Expenses for environmental protection - waste packaging 224,080 136,341 394,366
Environmental duty for waste packaging 8,983 8,393 9,336
Environmental duty for electrical and electronic
equipment - abroad 40 49 37
Easte diatomaceous earth treatment 21,872 17,205 14,074
Total 1,515,432 1,776,854 1,715,830
*We already covered the environmental duty in the amount of 22,469 EUR with advance payments in 2008.
In bad economic times an integrated, efficient and rational approach to ecological solutions will mean an
additional competitive advantage for the company in managing production, ecology and energy engineering.
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With the objective to reach a high standard of ecological operation, the company adopts innovative approa-
ches and works with all employees.
Competent professional workers from the field of production and energy attend external trainings (semi-
nars, conferences and trades) several times a year, which represents an important source of new information
to raise the process efficiency and achieve better ecological performance of the company. Knowledge is then,
throughout the year, transferred to all employees, because in the company we strive to establish an efficient
system of environmental management with high environmental awareness, training and practical processes
implementation for all employees.
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4.F I N A N C I A L R E P O R T
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A u d i t e d f i n a n c i a l s t a t e m e n t s o f P i v o v a r n a L a š k o , d . d . , f o r t h e f i s c a l y e a r 2 0 0 9 , b y I F R S
4.1.1 STATEMENT OF FINANCIAL POSITION OF PIVOVARNA LAŠKO, D. D. AS AT 31.12.2009
( in EUR ) Expl. note 2009 2008
ASSETS
Non-current assets 398,843,120 433,172,048
Intangible fixed assets 1 1,865,009 1,141,449
Property, plant and equipment 2 57,099,819 62,769,267
Investment properties 3 5,063,768 5,356,236
Non-current investments in subsidiaries 4.A 263,323,570 295,906,766
Investments in associated companies 4.B 1,594,000 -
Available for-sale financial assets 4.C 55,840,789 61,563,643
Long-term loans 5 30,307 46,754
Long-term operating receivables 6 670,316 785,228
Long-term deferred tax receivables 7 13,355,542 5,602,705
Current assets 27,948,020 29,506,918
Non-current assets held for sale 8 1,083,307 1,083,307
Inventories 9 11,123,139 9,772,082
Short-term operating receivables 10.A 15,051,078 14,543,104
Short-term receivables for overpaid income tax 10.B - 818,322
Short-term loans 11 561,213 3,200,000
Cash in banks, cheques and cash in hand 12 129,283 90,103
Deferred costs and accrued revenues 13 942 3,082
Total current assets 27,948,962 29,510,000
TOTAL ASSETS 426,792,082 462,682,048
4.1
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4.1.1 STATEMENT OF FINANCIAL POSITION OF PIVOVARNA LAŠKO, D. D. AS AT 31.12.2009 (continuation)
( in EUR ) Expl. note 2009 2008
EQUITY 129,302,643 175,571,742
Majority capital 14 129,302,643 175,571,742
Share capital 36,503,305 36,503,305
Capital reserves 85,561,447 102,377,721
Profit reserves 4,841,293 34,551,368
Revaluation surplus 2,396,598 3,833,373
Net profit and loss - (1,694,025)
LIABILITIES 297,489,439 287,110,306
Non-current reservations 15 4,388,271 1,443,562
Non-current employee liabilities 15.A 1,456,443 1,377,905
Non-current reservations 15.B 2,931,828 65,657
Non-current liabilities 16 54,263,786 160,263,378
Non-current financial liabilities 16.A 54,263,786 160,263,378
Non-current operating liabilities 16 - -
Non-current deferred tax liabilities 16.B - -
Current liabilities 17 232,451,652 124,778,033
Current operating liabilities 17.A 17,248,664 15,553,639
Current financial liabilities 17.C 215,202,988 109,224,394
Accrued costs and deferred revenues 18 6,385,730 625,333
Total current liabilities 238,837,382 125,403,366
TOTAL LIABILITIES TO ASSET RESOURCES 426,792,082 462,682,048
The explanations and policies of pages 130 to 179 are an integral part of the Financial Statement of Pivo-
varna Laško, d. d.
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4.1.2 PROFIT AND LOSS STATEMENT OF PIVOVARNA LAŠKO, D. D., FOR THE PERIOD1 JANUARY–31 DECEMBER 2009
( in EUR ) Expl. note 2009 2008
Net sales revenues 19 99,662,537 108,463,850
Changes in inventories of products and work in progress 19 1,337,663 12,574
Other operating revenues 19 961,266 3,625,157
Costs of goods, material and services 19 (63,040,020) (78,831,896)
Employee benefit expenses 19 (10,666,177) (9,929,922)
Amortization and depreciation of intangible
and tangible fixed assets 19 (6,908,571) (8,626,088)
Non-current reservations 19 (261,542) (144,882)
Write-downs of value 19 (2,549,990) (385,309)
Other operating revenues 19 (1,637,055) (1,316,037)
OPERATING PROFIT 16,898,111 12,867,447
Financial revenues 20 4,090,990 8,467,539
Financial expenditures 20 (73,650,021) (30,110,355)
PROFIT BEFORE TAXATION (52,660,920) (8,775,369)
Tax 21 7,687,102 2,681,313
NET PROFIT/LOSS OF ACCOUNTING PERIOD (44,973,818) (6,094,056)
Net profit/loss per share 25 (5.1412) (0.6967)
Adjusted net profit/loss per share 25 (5.1412) (0.6967)
The explanations and policies of pages 130 to 179 are an integral part of the Financial Statement of Pivo-
varna Laško, d. d.
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4.1.3 STATEMENT OF OTHER COMPREHENSIVE INCOME OF PIVOVARNA LAŠKO, D. D. FOR THE PERIOD 1 JANUARY–31 DECEMBER 2009
( in EUR ) Expl. note 2009 2008
Net profit/loss of accounting period (44,973,818) (6,094,056)
OTHER COMPREHENSIVE INCOME 14
Financial assets for sale (1,502,509) (56,106,476)
Profit/loss from property revaluation - 5,462,555
Deferred taxes from revaluation 65,734 10,128,784
OTHER COMPREHENSIVE INCOME (1,436,775) (40,515,137)
TOTAL COMPREHENSIVE PROFIT (46,410,593) (46,609,193)
Total comprehensive income per share (5.3055) (5.3282)
Diluted total comprehensive income per share (5.3055) (5.3282)
The explanations and policies of pages 130 to 179 are an integral part of the Financial Statement of
Pivovarna Laško, d. d.
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4.1.4
STA
TEM
ENT
OF
CH
AN
GES
IN E
QU
ITY
OF
PIVO
VAR
NA
LA
ŠKO
, D. D
., FO
R T
HE
PER
IOD
1.1.–
31.12
.20
09
Net
Sh
are
Cap
ital
Lega
l R
eser
ves
for
Trea
sury
O
ther
pro
fit
Tota
l pro
fit
Pro
fit fr
om
Net
R
eval
uatio
n T
OTA
L (
in E
UR
) ca
pita
l re
serv
es
rese
rves
tr
easu
ry s
hare
s sh
ares
re
serv
es
rese
rves
pr
evio
us y
ears
pr
ofit
surp
lus
CA
PIT
AL
1 J
anua
ry 2
009
36,5
03,3
05
102,
377,
721
25
,606
,794
24
6,61
7 (2
46,6
17)
8,94
4,57
4
34,5
51,3
68
(1,6
94,0
25)
- 3,
833,
373
17
5,57
1,74
2
Tra
nsac
tions
with
ow
ners
Dis
posa
l of o
wn
shar
es
- -
- -
141,
494
- 14
1,49
4 -
- -
141,
494
Tot
al T
rans
actio
ns w
ith o
wne
rs
- -
- -
141,
494
- 14
1,49
4 -
- -
141,
494
Cha
nges
in c
ompr
ehen
sive
inco
me
Net
pro
fit o
f the
yea
r -
- -
- -
- -
- (4
4,97
3,81
8)
- (4
4,97
3,81
8)
Rev
alua
tion
surp
lus
of fi
nanc
ial i
nves
tmen
ts
- -
- -
- -
- -
- (1
,502
,509
) (1
,502
,509
)
Rel
ated
taxe
s w
ith it
ems
com
preh
ensi
ve in
com
e -
- -
- -
- -
- -
65,7
34
65,7
34
Tot
al C
hang
es in
com
preh
ensi
ve in
com
e in
yea
r 20
09
- -
- -
- -
- -
(44,
973,
818)
(1
,436
,775
) (4
6,41
0,59
3)
Cha
nges
in c
apita
l
Cov
er lo
sses
by
the
asse
mbl
y -
- -
- -
(1,6
94,0
25)
(1,6
94,0
25)
1,69
4,02
5
- -
-
Cov
er c
urre
nt lo
ss
- (1
6,81
6,27
4)
(21,
956,
463)
-
- (6
,201
,081
) (2
8,15
7,54
4)
- 44
,973
,818
-
-
Cre
atin
g re
serv
es fo
r ow
n sh
ares
-
- -
1,19
0,96
2
- (9
64,8
43)
226,
119
- -
- 22
6,11
9
Dra
win
g re
serv
es fo
r ow
n sh
ares
-
- -
(226
,119
) 84
,625
(8
4,62
5)
(226
,119
) -
- -
(226
,119
)
Tot
al C
hang
es in
cap
ital
- (1
6,81
6,27
4)
(21,
956,
463)
96
4,84
3 84
,625
(8
,944
,574
) (2
9,85
1,56
9)
1,69
4,02
5
44,9
73,8
18
31
Dec
embe
r 20
09
36,5
03,3
05
85,5
61,4
47
3,65
0,33
1
1,21
1,46
0
(20,
498)
-
4,84
1,29
3
- -
2,39
6,59
8
129,
302,
643
The
exp
lana
tions
and
pol
icie
s of
pag
es 1
30 to
179
are
an
inte
gral
par
t of t
he F
inan
cial
Sta
tem
ent o
f Piv
ovar
na L
aško
, d. d
.
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128
4.1.5
STA
TEM
ENT
OF
CH
AN
GES
IN E
QU
ITY
OF
PIVO
VAR
NA
LA
ŠKO
, D. D
., FO
R T
HE
PER
IOD
1.1.–
31.12
.20
08
Net
pro
fit
Shar
e C
apita
l Le
gal
Res
erve
s fo
r Tr
easu
ry
Oth
er p
rofit
To
tal p
rofit
fr
om
Net
R
eval
uatio
n T
OTA
L (
in E
UR
) ca
pita
l re
serv
es
rese
rves
tr
easu
ry s
hare
s sh
ares
re
serv
es
rese
rves
pr
evio
us y
ears
pr
ofit
surp
lus
CA
PIT
AL
1 Ja
nuar
y 20
08
36,5
03,3
05
102,
377,
721
25
,606
,794
17
4,29
7 (1
74,2
97)
9,35
7,77
5
34,9
64,5
69
994,
349
12,1
48,0
67
44,3
48,5
10
231,
336,
521
Tra
nsac
tions
with
ow
ners
Inc
reas
e of
ow
n sh
ares
-
- -
- (7
58,8
34)
- (7
58,8
34)
- -
- (7
58,8
34)
Dis
posa
l of o
wn
shar
es
- -
- -
686,
514
- 68
6,51
4 -
- -
686,
514
Pay
men
t div
iden
ds
- -
- -
- -
- (8
,742
,384
) -
- (8
,742
,384
)
Tot
al T
rans
actio
ns w
ith o
wne
rs
- -
- -
(72,
320)
-
(72,
320)
(8
,742
,384
) -
- (8
,814
,704
)
Cha
nges
in c
ompr
ehen
sive
inco
me
Net
pro
fit o
f the
yea
r -
- -
- -
- -
- (6
,094
,057
) -
(6,0
94,0
57)
Rev
alua
tion
surp
lus
of p
rope
rty,
pla
nt,
equ
ipm
ent a
nd in
tang
ible
fixe
d as
sets
-
- -
- -
- -
- -
5,46
2,55
5 5
,462
,555
Rev
alua
tion
surp
lus
of fi
nanc
ial i
nves
tmen
ts
- -
- -
- -
- -
- (5
6,10
6,47
6)
(56,
106,
476)
Rel
ated
taxe
s w
ith it
ems
com
preh
ensi
ve in
com
e -
- -
- -
- -
- -
10,1
28,7
84
10,1
28,7
84
Tot
al C
hang
es in
com
preh
ensi
ve
inco
me
in y
ear
2008
-
- -
- -
- -
- (6
,094
,057
) (4
0,51
5,13
7)
(46,
609,
194)
Cha
nges
in c
apita
l
Dis
trib
utio
n of
the
rest
net
pro
fit
- -
- -
- -
- 12
,148
,067
(1
2,14
8,06
7)
- -
Cov
er lo
sses
of c
urre
nt y
ear
- -
- -
- -
- (4
,400
,032
) 4,
400,
032
-
-
Dra
win
g re
serv
es fo
r ow
n sh
ares
-
- -
72,3
20
- (4
13,2
01)
(340
,881
) -
- -
(340
,881
)
Tot
al C
hang
es in
cap
ital
- -
- 72
,320
-
(413
,201
) (3
40,8
81)
7,74
8,03
5
(7,7
48,0
35)
- (3
40,8
81)
31
Dec
embe
r 20
08
36,5
03,3
05
102,
377,
721
25
,606
,794
24
6,61
7 (2
46,6
17)
8,94
4,57
4
34,5
51,3
68
- (1
,694
,025
) 3,
833,
373
17
5,57
1,74
2
The
exp
lana
tions
and
pol
icie
s of
pag
es 13
0 to
179
are
an
inte
gral
par
t of t
he F
inan
cial
Sta
tem
ent o
f Piv
ovar
na L
aško
, d. d
.
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4.1.6 CASH FLOW STATEMENT OF PIVOVARNA LAŠKO, D. D., FOR THE PERIOD 1 JANUARY–31 DECEMBER 2009
( in EUR ) Expl. note 2009 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 23 22,263,060 18,469,130
Net cash generated from operating activities 22,263,060 18,469,130
CASH FLOWS FROM INVESTING ACTIVITIES
Cash payments for financial assets on associated company 4.B (3,060,468) -
Purchase of property, plant and equipment 2 (797,477) (19,784,995)
Purchase of intangible assets 1 (910,220) (849,611)
Purchase/sale of available for-sale financial assets 4.C,11 (11,426,792) (2,332,071)
Interest received 20 332,487 223,475
Dividends 20 3,758,503 8,236,604
Net cash generated/used in investing activities (12,103,967) (14,506,598)
CASH FLOWS FROM FINANCING ACTIVITIES
Interest paid 20 (12,549,810) (15,220,507)
Purchase of treasury shares 14 141,492 (413,202)
Proceeds from borrowings 16,17 25,205,202 110,040,183
Repayments of borrowings 16,17 (22,916,797) (89,705,462)
Dividends paid to company's shareholders 14 - (8,742,384)
Net cash used/generated in financing activities (10,119,913) (4,041,372)
NET DECREASE/INCREASE IN
CASH AND CASH EQUIVALENTS 39,180 (78,840)
Cash and cash equivalents at the beginning of year 12 90,103 168,943
Cash and cash equivalents at the end of year 12 129,283 90,103
The explanations and policies of pages 130 to 179 are an integral part of the Financial Statement of Pivo-
varna Laško, d. d.
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130
4.1.7 COVERING THE LOSS FOR THE FISCAL YEAR
Net loss for the fiscal year 2009 amounts to EUR 44,973,818.
( in EUR ) 2009 2008
Net loss of accounting period (44,973,818) (6,094,057)
Accumulated profit from previous years - 4,400,032
Remaining net loss:
Accumulated profit from previous years
to cover net loss - 4,400,032
Accumulated profit to cover net loss 6,201,081 -
Regulatory reserves to cover net loss 21,956,463 -
Capital reserves to cover net loss 16,816,274 -
BALANCE SHEET LOSS 31 December - (1,694,025)
The management proposes to the Supervisory Board and the General Meeting of Shareholders to cover the
net loss of 2009 in the amount of EUR 44,973,818 from profit reserves, statutory reserves and from capital
surplus.
4.1.8 EXPLANATORY NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS
GENERAL INFORMATION
Pivovarna Laško, d. d., is a public limited company, inscribed at the District Court in Celje under the
number Srg 95/00673 under No. reg. contribution 1/00171/00. It is classified as a large company and
is obligated to have an annual audit. The main activity of the company is production and distribution
of beer, malt and water, and it also performs retail and wholesale trade.
Pivovarna Laško, d. d. is the parent company of Pivovarna Laško Group with its headquarters in Slovenia:
Trubarjeva ulica 28, 3270 Laško, Slovenia.
Ordinary shares of the company are listed on the Ljubljana Stock Exchange under the PILR label. Share
capital of the company is worth EUR 36,503,304.96, which represents 8,747,652 freely transferrable nomi-
nal shares. There are no limitations on paying out dividends and other capital payments.
ACCOUNTING POLICIES
In the year 2009 the same accounting policies were applied as in preceding years.
The financial statements are prepared in accordance with the International Financial Reporting Standards
as adopted by the European Union, which include the standards and interpretations issued by the IASB and
SIC. The consolidated financial statements have been compiled in compliance with the International Finan-
cial Reporting Standards (IFRS). The main accounting policies used in the preparation of these consolidated
financial statements are indicated in the continuation:
a) Standards and interpretations effective in the current periodThe following amendments to the existing standards issued by the International Accounting Standards
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131
Board and interpretations issued by the International Financial Reporting Interpretations Committee are
effective for the current period:
• IFRS 8 »Operating Segments«, adopted by the EU on 21.11.2007, subject to annual periods beginning
on or after 1.1.2009.
• IFRS 1 »First-Time Adoption of IFRS« and IAS 27 »Consolidated and Separate Financial Statements« –
cost of investment in a subsidiary, jointly controlled entity or associate, adopted by the EU on 23.1.2009
(effective for annual periods beginning on or after 1.1.2009).
• IFRS 4 »Insurance Contracts« and IFRS 7 »Financial Instruments: Disclosures« – improving disclosure
on financial instruments adopted by the EU on 27.11.2009 (subject to annual periods beginning on or
after 1.1.2009).
• IAS 32 »Financial Instruments: Presentation« and IAS 1 »Presentation of Financial Statements« – put-
table financial instruments and obligations arising upon liquidation adopted by the EU on 21.1.2009
(effective for annual periods beginning on or after 1.1.2009).
• IAS 39 »Financial Instruments: Recognition and Measurement« and IFRS 7 »Financial Instruments:
Disclosures« – reclassification of financial assets adopted by the EU on 9.9.2009 (effective on or after
1.7.2008).
• IAS 1 (revised) »Presentation of Financial Statements« – a revised presentation, adopted by the EU on
17.12.2009 (effective for annual periods beginning on or after 1.1.2009).
• IAS 23 (revised) »Borrowing Costs«, adopted by the EU on 10.12.2008 (effective for annual periods be-
ginning on or after 1.1.2009). From that date, the necessary expenses for interest on loans are earmarked
for compulsory capitalized fixed assets.
• IFRS 2 »Share Based Payment« – required conditions and cancellations adopted by the EU on 16.12.2008
(effective for annual periods beginning on or after 1.1.2009).
• IFRIC 9 »Reassessment to Embedded Derivates« and IAS 39 »Financial Instruments: Recognition and
Measurement« – embedded derivates adopted by the EU on 30.11.2009 (effective for annual periods
ending on or after 1.1.2009).
• IFRIC 11 »IFRS 2 – Group and Treasury Share Transactions«, adopted by the EU on 1.6.2007 (effective
for annual periods beginning on or after 1.3.2008).
• IFRS 13 »Customer Loyalty Programmes«, adopted by the EU on 16.12.2008 (effective for annual periods
beginning on or after 1.3.2009).
• IFRIC 14 »IAS 19 – The Limit on Defined Benefit Assets, Minimum Funding Requirements and Their In-
teraction«, adopted by the EU on 16.12.2008 (effective for annual periods beginning on or after 1.1.2009).
The adoption of these amendments to the existing standards and interpretations has not led to any chan-
ges in the company's accounting policies.
b) Standards and interpretations issued by IASB by not yet adopted by the EUAt the date of authorization by the EU of these financial statements, the following standards, revisi-
ons and interpretations were in issue but not yet effective:
• IFRS 1 (revised) »First-time Adoption of IFRS«, adopted by the EU on 25.11.2009 (effective for an-
nual periods beginning on or after 1.1.2010).
• IFRS 3 (revised) »Business Combinations«, adopted by the EU on 25.11.2009 (effective for annual
periods beginning on or after 1.1.2010).
• IAS 27 »Consolidated and Separate Financial Statements«, adopted by the EU on 3.6.2009 (effec-
tive for annual periods beginning on or after 1.7.2009).
• IAS 32 »Financial Instruments: Presentation« – accounting for a rights issue, adopted by the EU
on 23.12.2009 (effective for annual periods beginning on or after 1.1.2011).
• IAS 39 »Financial Instruments: Recognition and Measurement« – eligible hedged items, adopted
by the EU on 15.9.2009 (effective for annual periods beginning on or after 1.7.2009).
• IFRIC 12 »Service Concession Arrangements«, adopted by the EU on 25.3.2009 (effective for an-
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nual periods beginning on or after 30.3.2009).
• IFRIC 15 »Agreements for the Construction of Real Estates«, adopted by the EU on 22.7.2009 (ef-
fective for annual periods beginning on or after 1.1.2010).
• IFRIC 16 »Hedges of a Net Investment in a Foreign Operation«, adopted by the EU on 4.6.2009
(effective for annual periods beginning on or after 1.7.2009).
• IFRIC 17 »Distributions of Non-Cash Assets to Owners«, adopted by the EU on 26.11.2009 (effec-
tive for annual periods beginning on or after 1.11.2009).
• IFRIC 18 »Transfers of Assets from Customers«, adopted by the EU on 27.11.2009 (effective for
annual periods beginning on or after 1.11.2009).
The company decided not to apply these standards, amendments and interpretations before their effective
dates. The Group anticipates that the adoption of these standards and amendments to the existing standards
and interpretations will have no material impact on the financial statement of the company in the period of
initial application.
c) Standards and interpretations issued by IASB but not yet adopted by the EUAt the date of authorization by the EU of these financial statements, the following standards, revisions and
interpretations were in issue but not yet effective:
• IFRS 9 »Financial Instruments« (effective for annual periods beginning on or after 1.1.2013).
• IFRS 24 »Related Parties Disclosures« – simplifying disclosure requirements for companies related to
the government, and explaining the definition of related parties (subject to annual periods beginning on
or after 1.1.2011).
• IFRS 1 »First-time Adoption of International Financial Reporting Standards« – additional exemptions for
users who use IFRS for the first time (subject to annual periods beginning on 1.1.2010 or later).
• IFRS 2 »Share Based Payment« – the money paid for a payment transaction for shares in the group
(subject to annual periods beginning on 1.1.2010 or later).
• IFRIC 14 »IAS 19 – The Limit on Defined Benefit Assets, Minimum Funding Requirements and Their
Interaction« (effective for annual periods beginning on or after 1.1.2011).
• IFRIC 19 »Removal of the Obligation to Equity Instruments« (effective for annual periods beginning on
1.7.2010 or later).
1. Acknowledgement of Revenues
Revenues are acknowledged on the basis of sale of products, services and goods and acceptance of these
goods by the buyers (without VAT and excise duty), anticipated receivables, rebates and discounts. Revenues
from sale are acknowledged when the important risks and benefits of the ownership of the goods are trans-
ferred from the salesperson to the buyer.
Other realized revenues are acknowledged on the following basis:
• Revenues from interest – they are acknowledged when they are created, unless there is doubt of extrac-
tion, when the amount is written-off for a supplementary value. Revenues from interest are then ackno-
wledged on the basis of the interest rate, which serves for discounting any future money flow.
• Revenues from dividend – when the right of the company to receive payment from dividend is created.
2. Investments into Affiliated Companies
An affiliated group company is a company where the controlling company has the controlling capital
share or controlling influence due to any other reason and which enters the group for which joint financial
statements are prepared.
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An investment into an affiliated company is valued on the original historical purchase price. Revenues
from profit sharing are acknowledged as revenue from financing, when they are paid or when the General
Meeting approves a preposition on profit sharing and payment of the divided. The investments are weake-
ned when the supplementary values of the investment are smaller than its accounting value. Loss due to the
weakening is acknowledged immediately in the profit and loss statement.
3. Investments in Associated Companies
Associated companies are companies in which the company has between 20 % and 50 % of the voting
rights, and where it has a significant impact on business, but they are not controlled. Investments in asso-
ciated companies are valued at cost, but must be reviewed each year, and may not exist if the circumstances
indicate the need to weaken. To this end, valuations are carried out of investments in associated companies
authorized by the business appraisers. In the event that the estimated value of the investments is lower than
cost, the difference is recognized as a financial expense and demonstrable impact on the level of income.
4. Reporting Currency
a) Functional and presentional currencyFigures presented in the financial statements of the company are nominated in euros (EUR), which is, at
the same time, also the functional and presentational currency of the company.
b) Transactions and situationsForeign exchange operations are calculated into the presentational currency based on the rate valid on the
day of the operations. Profits and losses resulting from these operations and from conversion of assets and
liabilities denominated in a foreign currency are acknowledged in the profit and loss statement.
Exchange differences resulting from notes and other monetary financial means acknowledged at their fair
value are included in the profit and losses from transactions with foreign currencies. Exchange differences
with non-monetary figures, like shares in possession for trading, are shown as part of an increase or decrease
of its fair value. Exchange differences for for-sale available securities are acknowledged directly in the capital
in the surplus from re-valuation, which is the main part of the reserves.
5. Non-Tangible Assets
Non-tangible assets include investments into obtained patents, licenses, trademarks, good name, and non-
tangible assets in development, computer software and other nontangible assets (MRS 38). A non-tangible
asset is acknowledged as exclusive if there is a probability that future economic benefits will come to the
company and if the purchase price can be measured with certainty.
Pivovarna Laško, d. d. uses a purchasing value model (IFRS 38.74.); this is why the nontangible assets are
acknowledged by their purchasing prices, which is reduced by the sum of the accumulated depreciation and
loss due to the weakening.
a) Patents, trademarks and licencesExpenses for purchasing patents, trademarks and licenses are capitalized and depreciated with the use
of a linear depreciation method during its »life span« (depreciation period). In case the life span cannot be
determined, it is not depreciated but an attempt at weakening is carried out annually.
When there is a need to re-valuate, the value of non-tangible fixed assets need to be evaluated and written
off in the amount of their supplementary value.
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b) Other non-tangible assetsWhen computer software is not a component part of the computer hardware, it is treated as a non-tangible
asset. Other non-tangible assets are acknowledged according to their purchasing price, which is lowered by
the accumulated depreciation and loss due to weakening. Other non-tangible fixed assets have a life span of
10 years.
6. Tangible Fixed AssetsTangible fixed assets include property, equipment and small tools. Immovable property was valued in
2008 according to the revaluation model, unlike in the preceding years in which the cost model was applied.
Equipment and small tools are valued according to the cost model, decreased by depreciation and impair-
ment.
Depreciation is accounted for on the basis of a linear method. Expected functional life span for individual
groups of funds is as follows:
Real Estate 20–40 years
Manufacturing devices and machines 4–10 years
Computer equipment 2–4 years
Vehicles 4–8 years
Other equipment 3–7 years
Land is not depreciated since it is believed to have an unlimited life span. Assets which are being attained
are not depreciated either, until they are available for use.
Since the accounting value is higher than the estimated supplemental value, assets need to be re-valuated
for the estimated supplemental values (weakened) – MRS 36.
Revenues and losses resulting from alienation of land, buildings and equipment are
determined according to their accounting value and have an influence on revenue and loss from operati-
ons. Reusable containers (barrels, bottles and crates) are acknowledged with other tangible fixed assets with
a three- or four-year life span.
The costs of financial liabilities for financing investments into tangible fixed assets are acknowledged
along with creation expenses. Any subsequent expenses are included into the accounting value or they are
acknowledged as an individual asset, which is only acceptable when it is expected that all future economic
benefits connected to this item are considered in the Group and that the expenses of this item can be measu-
red correctly. The accounting value of spare parts is not particularly acknowledged. Costs for all other repairs
and maintenance are acknowledged in the profit and loss statement for the period in which they appeared.
7. Investment PropertyInvestment property is real estate (land and buildings—or parts of buildings—or both), which are owned
by the company or under financial leasing for the purpose of attaining rent or enlargement of the property
value. Investment property is not used for production or sales of goods or services or for administrative
purposes or for regular operations.
Land or buildings are determined as investment property, when they have been mediated for enlargement
of a long-term investment value or given into operating lease and are not intended to be sold in the immedia-
te future. Investment property is acknowledged as asset only when there is a possibility that future economic
gains will be flowing into the company and the acquisition price can be measured correctly.
To measure investment property, the company transferred in 2008 from the cost model to the fair value
model. Investment property is decreased by the accumulated depreciation according to the straight-line
method, whereby taking into account the useful life of individual investment property and accumulated
impairment losses.
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8. Financial AssetsThe company classifies its investments into the following categories: financial assets at their fair value
through profit and loss; loans and receivables; financial investment liable for forfeiture; and available-for-sale
financial assets. The classification depends on the asset for which the investment was acquired.
a) Financial assets at their fair value through profit and lossThis category is divided into two subcategories: financial assets intended for trade, and financial assets
determined by their fair value through the profit and loss when acknowledged. The investments acquired
with the purpose of creating profits from short-term (less than one year) price fluctuations are classified as
intended for trade and belong to short-term assets. These assets are measured through their fair value, and
the realized/unrealized profits and losses resulting from changes of the fair value are included in the profit
and loss statement for the period in which they were created. In 2009 and 2008 the company did not have
any investment which would fit into this category.
b) Loans and receivablesLoans and receivables are uncollateralized financial assets with fixed or determined
payments, which are not listed on the operating market. They are included into short-term assets, unless
they are due more than 12 months after the date of the balance sheet. In this case they are classified as long-
term assets. Loans and receivables are acknowledged with operating and other receivables according to their
payment value with consideration of the effective interest rate.
c) Own financial investments liable for forfeitureInvestments with fixed forfeiture, which the management intends to keep until forfeiture, are classified
as own investments liable for forfeiture and are included among the long-term assets. The company did not
have any investments which would fit into this category.
d) Available-for-sale financial assetsAvailable-for-sale financial assets are outstanding financial assets which have either been classified into
this category or have not been classified to any category at all. The assets in this category are measured ac-
cording to their fair value or according to the purchase value, if the purchase values could not be determined
correctly. If the assets are measured according to their fair value, the re-valuation of the fair value is ackno-
wledged directly in the capital.
The company assesses if there is an objective proof that the value of the financial assets or groups of
financial assets have been weakened for every dated balance sheet. In the case of available-for-sale financial
assets, the typically or lengthy lowering of the fair value under the purchase price is considered an indicator
for weakening of the shares. If there is indeed such a proof for available-for-sale financial assets, then the
accumulated loss—measured as the difference between the purchase price and current fair value, minus the
loss due to the weakening of the financial assets acknowledged in the profit and loss statement—is removed
from the capital and is acknowledged in the profit and loss statement. Removal of the weakening acknowled-
ged in the profit and loss statement for a capital instrument cannot be annulled.
9. Weakening of non-financial assetsAssets which have an unlimited life span and are not depreciated are tested for weakening annually. As-
sets which are depreciated are checked for weakening every time events or circumstances point to weakened
assets. Loss due to weakening is acknowledged in the amount by which the accounting value exceeds its
supplemental value. The supplemental value is the one that has the higher fair value, which is lowered for
costs of sale and user value.
Assets are divided into the smallest units that can define flow of assets and are independent from other
units (money-creating units), for the purpose of determining the weakening. The value of a good name is
determined annually according to the need for weakening.
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10. Non-short-term assets for saleNon-short-term assets (alienation group) for sale are those non-short-term assets for which the accounting
value is determined to be settled mostly by sale within the next 12 months and not with further use. The men-
tioned assets are valued according to the lower of the accounting or the fair value, reduced by costs of sales.
11. StockThe stock is kept according to which value is lower—the purchase of returned stock, with the use of the
average price method. The value of finished goods and current production includes all manufacturing costs,
which include costs of the manufacturing material, manufacturing labour costs, depreciation, services and
other manufacturing costs. Net returned value is assessed according to the sales price during regular opera-
tions, lowered by the costs of finishing and sales.
12. Operating receivablesOperating receivables are acknowledged at the beginning according to their fair value, and afterwards they
are measured according to the payment value with the valid interest rate method, lowered by the weakening.
Weakening of the operating receivables is formed when the company expects that it will not be able to claim
the whole amount of the receivables due. The height of the weakening represents the differences between
the accounting values and current value of (expected) assessed future cash flows, discounted according to
the current interest rate. The amount of the weakening is acknowledged in the profit and loss statement.
13. Cash and cash equivalentsFor the purpose of the cash flow statement, cash and cash equivalents include cash in the register, deposits
which can be accessed at banks and investments into the
instruments of monetary market, without overdrawing the bank accounts. Overdrafts of the account ba-
lance are included among short-term financial liabilities in the balance sheet.
14. ProvisionsProvisions are acknowledged when the company shows a legal obligation as a result of past events for whi-
ch there is a large possibility that it will have to settle this liability, and a reliable assessment of this liability is
possible. Provisions cannot be formed in order to cover any future losses from operations.
15. Provisions for severance pay and jubilee awardsNet liabilities of the company connected with the long-term benefits due to years in service, with the excep-
tion of pension schemes, are the sum of incomes which the employees receive for their work in the current
and past years. These liabilities are calculated with the anticipated importance of a unit's method and are
discounted to current value.
16. Deferred taxesThe deferred tax is acknowledged as a whole, with the considered liability method based on temporary
differences between the tax based on assets and liabilities and the acknowledged tax amount in the financial
statements. Deferred tax is calculated with the use of the tax rate (and legislation) which is statutory and is
valid on the date of the balance statement and is expected to be used when the claim for the deferred tax is
realized or when the liability of the deferred tax is settled.
Claim for the deferred tax is acknowledged if there is a possibility that the profit will be available in the
future, from which temporary differences can be used. Liabilities for deferred tax are acknowledged when
assets are re-valuated. In the balance statement the claim and the liability for deferred tax are acknowledged
in the offset amount. In 2009, the tax rate is 21 %, and from 2010 onwards 20 %.
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17. Operating liabilitiesOperating liabilities are supplier loans for purchased goods and purchased services and liabilities towards
employees, the state, the owners and others. The liabilities are acknowledged in the accounting books, if
there is a possibility that their settlements will cause lowering of the factors which enable business benefits
and the settling amount can be reliably measured. At the beginning a liability is acknowledged according to
its fair value; afterwards it is measured according to its payment price with the use of the current interest
rate method.
18. Financial liabilitiesFinancial liabilities are acknowledged at the start according to their fair value, without any transaction
costs. In the following periods the financial liabilities are measured according to the payment value with
the current interest rate value. Any difference between the revenues is acknowledged in the profit and loss
statement for the period of the entire financial liability.
19. Share capitalOrdinary shares are classified in the capital. Transaction costs directly connected with issuing of new sha-
res which are not connected to a company takeover are shown as lowering of the capital. Any surplus of the
fair value of the received payment above the accounting value, if the issued new shares are acknowledged as
paid capital surplus. (Ed.: ?? Not a complete sentence.)
20. Own sharesIf the company has gained new own shares in the fiscal year (PILR), then the paid amount, including the
transaction costs without tax, is deducted from the whole capital as own shares (treasury shares) until the
shares are withdrawn, re-issued or sold. The company must form provisions for own shares in the same
amount in the balance statement for this fiscal year. Provisions for own shares are released when the own
shares are alienated or withdrawn for the benefit of the source for which they were formed. If the company
sells or re-issues its own shares later, then all received payment without the transaction costs and connected
tax effect are included into the equality capital. Also, upon selling, the difference between the sales and acco-
unting value of own shares shall be recouped directly within the capital and shall not affect the profit or loss.
Own shares are to be used for the purposes arising from Article 247 of the Companies Act.
21. DividendsUntil they have been approved by the Shareholders' General Meeting, the anticipated dividends are treated
as revenue retained.
22. Reporting in segmentsOperating segments produce/perform products or services which are different from the products and
services of other segments as far as the risks and benefits are concerned. Regional (geographical) segments
ensure products or services within a certain economic environment which is subject to risks and benefits
different from risks and benefits in other economic environments.
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MANAGING THE COMPANY'S FINANCIAL RISKS
Managing the financial risks of Pivovarna Laško, d. d., such as credit risk, interest rate risks, currency risks
and liquidity risks, represents an integral part of this report. It is described in more detail on pages 92 and
93 of this annual report. In the financial part of the report, this matter is described in more detail on pages
171 and 172, in explanatory note number 28.
EXPLANATIONS WITH NON-CONSOLIDATED FINANCIAL STATEMENTS
1. Intangible assets
Year 2009 Licenses and IFA ( in EUR ) other IFAs in acquisition Total
COST OF PURCHASE
1 January 2009 974,536 418,618 1,393,154
Direct gains - 159,786 159,786
Transfer from investments in progress 7,175 (7,175) -
Retraining 1,805,801 - 1,805,801
Disposals (608) - (608)
31 December 2009 2,786,904 571,229 3,358,133
ACCUMULATED VALUE ADJUSTMENT
1 January 2009 251,705 - 251,705
Depreciation on the year 186,660 - 186,660
Retraining 1,055,367 - 1,055,367
Disposals (608) - (608)
31 December 2009 1,493,124 - 1,493,124
CURRENT COST
31 December 2009 1,293,780 571,229 1,865,009
1 January 2009 722,831 418,618 1,141,449
The company does not have any pledged intangible assets on 31.12.2009.
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Year 2008 Licenses and IFA ( in EUR ) other IFAs in acquisition Total
COST OF PURCHASE
1 January 2008 543,543 - 543,543
Direct gains - 849,611 849,611
Transfer from investments in progress 430,993 (430,993) -
31 December 2008 974,536 418,618 1,393,154
ACCUMULATED VALUE ADJUSTMENT
1 January 2008 184,846 - 184,846
Depreciation on the year 66,859 - 66,859
31 December 2008 251,705 - 251,705
CURRENT COST
31 December 2008 722,831 418,618 1,141,449
1 January 2008 358,697 - 358,697
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2. T
AN
GIB
LE F
IXED
ASS
ETS
Year
200
9
P
rodu
ctio
n pl
ant
Oth
er p
lant
and
Sm
all
Cap
ital a
sset
s in
( i
n EU
R )
Pro
pert
ies
Bui
ldin
gs
and
mac
hine
ry
equi
pmen
t in
vent
ory
acqu
isiti
on
Tota
l
CO
ST O
F P
UR
CH
ASE
1 Ja
nuar
y 20
09
8,58
2,20
8 33
,166
,925
10
8,65
9,91
3 23
,908
,367
9,
405,
725
162,
850
183,
885,
988
Dir
ect g
ains
-
- 29
9,82
6 -
- 2,
195,
559
2,49
5,38
5
Ret
rain
ing
- 1,
098,
684
(3,6
36,0
25)
889,
681
(389
,706
) 20
6,61
4 (1
,830
,752
)
Tran
sfer
from
inve
stm
ents
in p
rogr
ess
28,1
21
- 22
2,60
5 79
6,89
5 83
1,54
1 (1
,879
,162
) -
Dis
posa
ls
(563
,272
) (3
26,3
32)
- (7
75,8
51)
(144
,018
) -
(1,8
09,4
73)
31 D
ecem
ber
2009
8,
047,
057
33,9
39,2
77
105,
546,
319
24,8
19,0
92
9,70
3,54
2 68
5,86
1 18
2,74
1,14
8
AC
CU
MU
LAT
ED V
ALU
E A
DJU
STM
ENT
1 J
anua
ry 2
009
- 3,
762,
272
95,3
50,8
96
16,2
88,1
54
5,71
5,39
9 -
121,
116,
721
Dep
reci
atio
n on
the
year
-
987,
301
3,27
9,05
0 1,
278,
487
1,17
7,07
3 -
6,72
1,91
1
Ret
rain
ing
- 99
6,27
2 (3
,537
,210
) 1,
545,
721
(389
,704
) -
(1,3
84,9
21)
Tran
sfer
on
inve
stm
ent p
rope
rty
- -
- -
3,20
0 -
3,20
0
Dis
posa
ls
- (3
,107
) -
(668
,458
) (1
44,0
17)
- (8
15,5
82)
31 D
ecem
ber
2009
-
5,74
2,73
8 95
,092
,736
18
,443
,904
6,
361,
951
- 12
5,64
1,32
9
CU
RR
ENT
CO
ST
31 D
ecem
ber
2009
8,
047,
057
28,1
96,5
39
10,4
53,5
83
6,37
5,18
8 3,
341,
591
685,
861
57,0
99,8
19
1 Ja
nuar
y 20
09
8,58
2,20
8 29
,404
,653
13
,309
,017
7,
620,
213
3,69
0,32
6 16
2,85
0 62
,769
,267
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Year
200
8
P
rodu
ctio
n pl
ant
Oth
er p
lant
and
Sm
all
Cap
ital a
sset
s in
( i
n EU
R )
Pro
pert
ies
Bui
ldin
gs
and
mac
hine
ry
equi
pmen
t in
vent
ory
acqu
isiti
on
Tota
l
CO
ST O
F P
UR
CH
ASE
1 Ja
nuar
y 20
08
4,50
6,90
6 40
,886
,516
10
6,69
3,25
7 21
,955
,276
9,
254,
123
7,23
1,72
0 19
0,52
7,79
8
Dir
ect g
ains
-
- -
- 3,
194,
301
16,3
42,3
48
19,5
36,6
49
Tran
sfer
from
inve
stm
ents
in p
rogr
ess
3,43
6,85
4 13
,207
,226
3,
469,
120
3,29
8,01
9 -
(23,
411,
218)
-
Tran
sfer
on
inve
stm
ent p
rope
rty
716,
643
(20,
926,
817)
-
- -
- (2
0,21
0,17
4)
Dis
posa
ls
(78,
195)
(1,5
02,4
64)
(1,3
44,9
28)
(3,0
42,7
00)
- (5
,968
,286
)
31 D
ecem
ber
2008
8,
582,
208
33,1
66,9
25
108,
659,
913
23,9
08,3
67
9,40
5,72
5 16
2,85
0 18
3,88
5,98
7
AC
CU
MU
LAT
ED V
ALU
E A
DJU
STM
ENT
1 Ja
nuar
y 20
08
- 28
,123
,622
92
,635
,823
15
,856
,886
7,
680,
694
- 14
4,29
7,02
5
Dep
reci
atio
n on
the
year
-
1,31
1,37
8 4,
170,
086
1,74
5,13
7 1,
077,
405
- 8,
304,
006
Tran
sfer
on
inve
stm
ent p
rope
rty
- (2
5,67
2,72
8)
- -
- -
(25,
672,
728)
Dis
posa
ls
- -
(1,4
55,0
13)
(1,3
13,8
69)
(3,0
42,7
00)
- (5
,811
,582
)
31 D
ecem
ber
2008
-
3,76
2,27
2 95
,350
,896
16
,288
,154
5,
715,
399
- 12
1,11
6,72
1
CU
RR
ENT
CO
ST
31 D
ecem
ber
2008
8,
582,
208
29,4
04,6
53
13,3
09,0
17
7,62
0,21
3 3,
690,
325
162,
850
62,7
69,2
67
1 Ja
nuar
y 20
08
4,50
6,90
6 12
,762
,894
14
,057
,434
6,
098,
390
1,57
3,42
9 7,
231,
720
46,2
30,7
73
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Disposals of tangible fixed assets are represented by the sale and write-offs of tangible fixed assets. The
company did not lease any fixed assets. Since 2008, the company has used its own model of real-estate valu-
ation. Equipment and small tools are valuated in accordance with the purchase value model less depreciation
and impairments.
The company pledged its tangible fixed assets to insure long-term loans which on 31.12.2009 totalled EUR
37,959,611. The carrying value of the property is EUR 29,164,333 and the book value of pledged equipment
is EUR 8,795,278.
3. Investment property
InvestmentYear 2009 property in( in EUR ) Properties Buildings acquisition Total
COST OF PURCHASE
1 January 2009 578,460 5,766,302 - 6,344,762
Retraining - (1,086,497) - (1,086,497)
31 December 2009 578,460 4,679,805 - 5,258,265
ACCUMULATED VALUE ADJUSTMENT
1 January 2009 - 988,526 - 988,526
Depreciation - 194,497 - 194,497
Retraining - (988,526) - (988,526)
31 December 2009 - 194,497 - 194,497
CURRENT COST
31 December 2009 578,460 4,485,308 - 5,063,768
1 January 2009 578,460 4,777,776 - 5,356,236
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Investment Year 2008 property in ( in EUR ) Properties Buildings acquisition Total
COST OF PURCHASE
1 January 2008 407,328 12,520,305 - 12,927,633
Increase in value - - 430,942 430,942
Transfer from investments in progress - 430,942 (430,942) -
Revaluations 171,132 (7,145,959) (6,974,827)
Disposals - (38,986) - (38,986)
31 December 2008 578,460 5,766,302 - 6,344,762
ACCUMULATED VALUE ADJUSTMENT
1 January 2008 - 8,785,413 - 8,785,413
Depreciation - 255,223 - 255,223
Disposals - (38,986) - (38,986)
Revaluations - (8,013,124) - (8,013,124)
31 December 2008 - 988,526 - 988,526
CURRENT COST
31 December 2008 578,460 4,777,776 - 5,356,236
1 January 2008 407,328 3,734,892 - 4,142,220
In 2009, the company generated EUR 210,537 of revenue and EUR 321,369 of expenditure from invest-
ment property. This investment property also includes property which is not used for carrying out basic
activity and which is let by the company. The sports arena Tri Lilije and catering buildings Hotel Hum and
Hotel Savinja, as well as Grad Tabor are all registered as investment property.
Investment property in the amount of EUR 5,780,573 is pledged for insurance of long-term and short-term
loans from banks.
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4. Long-term financial investments
4. A. Long-term financial investments in subsidiary companies
( in EUR ) Share in capital 2009 2008
SHARES IN COMPANIES OF THE GROUP
In Slovenia:
Pivovarna Union, d. d. Ljubljana 97.889 % 169,265,873 169,010,813
Vital Mestinje, d, o. o. 96.920 % 1,457,761 1,457,761
Radenska, d. d. Radenci 93.801 % 50,018,983 49,147,920
Delo, d. d. Ljubljana 80.831 % 42,413,117 70,689,436
Firma Del, d. o. o. Laško 100.000 % 7,428 7,428
Radenska, d. o. o. Zagreb 100.000 % - -
Radenska, d. o. o. Beograd 100.000 % - -
Izberi, d. o. o. Ljubljana 100.000 % - -
263,163,162 290,313,358
Abroad:
Jadranska Pivovara – Split, d, d, 99.106 % - 5,433,000
RA&LA, d. o. o. Sarajevo 69.230 % 160,408 160,408
Eurofruit Sarajevo, d. o. o. 100.000 % - -
160,408 5,593,408
Total 263,323,570 295,906,766
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Info
rmat
ion
on s
ubsi
diar
y co
mpa
nies
A
ctiv
ity o
f the
Se
at o
f the
St
ate
of th
e
Perc
ent
Val
ue o
f tot
al
Net
pro
fit/
loss
Com
pany
nam
e co
mpa
ny
com
pany
c
ompa
ny
part
icip
atio
n eq
uity
( in
EU
R )
of y
ear
2009
( in
EUR
)
Vita
l Mes
tinje
, d. o
. o.
prod
uctio
n of
bev
erag
es
Stra
nje
7/a,
324
1 Po
dpla
t Sl
oven
ia
96.9
20 %
3,
439,
455
47,5
71
Rad
ensk
a, d
. d.
prod
uctio
n of
bee
r an
d be
vera
ges
Bor
ačev
a 37
, 925
2 R
aden
ci
Slov
enia
93
.801
%
83,7
58,7
82
(36,
833,
235)
Firm
a D
el, d
. o. o
. be
er p
rodu
ctio
n Tr
ubar
jeva
28,
327
0 La
ško
Slov
enia
10
0.00
0 %
51
,723
1,
273
Jadr
ansk
a Pi
vova
ra –
Spl
it, d
. d.
beer
pro
duct
ion
Vra
njič
ki p
ut 1
4, V
ranj
ic, 2
1210
Sol
in
Cro
atia
99
.106
%
4,54
2,87
7 (7
,243
,840
)
RA
&LA
, d. o
. o.
who
lesa
le
Sara
jevo
B
iH
100.
000
%
176,
138
4,39
3
Uni
on G
roup
pr
oduc
tion
of b
eer
and
beve
rage
s Pi
vova
rniš
ka u
l, 2,
100
0 Lj
ublja
na
Slov
enia
97
.889
%
76,7
70,5
26
(51,
375,
314)
Del
o, d
. d.
new
spap
er- p
ublis
hing
act
ivity
D
unaj
ska
5, 1
509
Ljub
ljana
Sl
oven
ia
100.
000
%
22,6
42,9
56
(11,
177,
020)
Info
rmat
ion
on a
ssoc
iate
d co
mpa
ni
ac
tivity
of s
pa,
ho
tels
and
oth
er
The
rman
a, d
. d. L
aško
es
tabl
ishm
ents
Z
drav
ilišk
a ce
sta
6, 3
270
Lašk
o Sl
oven
ia
22.5
71 %
27
,208
,503
(2
,050
,327
)
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According to IAS 27 the company valuates long-term financial investments into affiliated companies by
cost model.
On 31.12.2009, valuations were performed again by the accredited business appraiser for the purposes of
determining impairments. The following companies were valuated; Delo, d. d., including investment in Ve-
čer, Pivovarna Union, d. d., Fructal, d. d. and Radenska, d. d. The estimated value of Pivovarna Union, d. d.,
and its affiliated company Fructal, d. d., as well as the company Radenska, d. d., exceeds the book value of the
investment value disclosed in the accounts of Pivovarna Laško, d. d., and that is why no need for impairment
exists. The estimated value of investment into Union Group totals EUR 242,760.000 or EUR 549.70 per
share and in the company Radenska, d. d., EUR 100,860,000 or EUR 21.24 per share.
Based on the appraisal, it was determined that the fair value of the long-term financial investment in the
company Delo, d. d., totals EUR 42,413,118 or EUR 78.61 per share, which is EUR 28,279,707 less than its
value disclosed in accounts before that. Arising from this, the company disclosed financial expenses in the
amount of EUR 28,279,707.
Long-term financial investments into affiliated companies created in 2009 additional purchases in the
amount of EUR 1,126,123. Pivovarna Laško, d. d., increased its investment into the affiliated company Pivo-
varna Union, d. d., in the amount of EUR 255,060 (0.329 %), Radenska, d. d., in the amount of EUR 871,063
(1.241 %) and Delo, d. d., in the amount of EUR 3,387.
Long-term financial investment into the company Jadranska Pivovara – Split, d. d., was in 2009 complete-
ly impaired, in the amount of EUR 5,433,000. At the end of the previous year the management of Pivovarna
Laško adopted a decision to sell the company or its property (assets). Potential buyers were interested solely
in the purchase of property (assets), but the prices they were willing to pay for the property of Jadranska
Pivovara were too low and failed to meet the fair value of the land. Finally, the management of Pivovarna
Laško decided that in the event it cannot find a suitable buyer, it will terminate production and transfer it to
Laško, and maintain the company or restructure it. Covering the losses of Jadranska Pivovara in the past has
increasingly burdened the business results of the parent company, and that is why such measure is urgent
from the rationalization point of view.
Due to the financial insignificance of the companies Firma Del, d. o. o., Laško, and RA&LA, d. o. o., Saraje-
vo, they will not be dealt with in detail in further text. All other companies are consolidated with the method
of full consolidation.
VALUATIONS OF SUBSIDIARY COMPANIES
a) Valuation of the company Pivovarna Union, d. d., LjubljanaValuation was carried out by an accredited business appraiser registered with the Slovenian Institute of
Auditors. The valuation was based on the method of the current value of expected cash flows. The subject
of the valuation was the majority ownership share of the company (97.889 %), enabling the majority owner
to impact the process of adopting decisions on bodies of the company management as well as to impact the
formulation of strategy and business decisions (on investments, borrowing and so on). At the same time the
majority owner may also squeeze out the existing minority owners.
The appraiser conducted the work on the basis of financial statements of the company Pivovarna Union,
d. d. When using this method, one first assesses the current value of free cash flows without repayments
of interest and the principal value of loans (total equity value), and then adds on the value of the subsidiary
company Fructal plus the value of excess financial investments and unnecessary property. From this figure,
all financial liabilities and calculated premiums and discounts were deducted. A separate valuation was con-
ducted for the investments in Fructal Group and a 12.3 % share in Poslovni Sistem Mercator. Two methods
were used for the valuation of these investments: the method of the current value of expected free cash flows
without including debt, and the method of the capitalization of normalized free cash flow without including
debt. For the valuation we used the required rate of return on total capital (WACC), which is 7.8 %.
At the same time, a method of market comparisons was used as a control method when valuating compa-
nies (Pivovarna Union, Fructal and Mercator). On the basis of valuation methods used, the fair market value
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of 97.89 % share in Pivovarna Union amounts to EUR 242,760,000 or EUR 549.7 per share, with a possible
range from EUR 460 to EUR 640 per share, which is 42.86 % more than the value of the investment pre-
sented in the books of account of Pivovarna Laško, d. d.
b) Valuation of the company Radenska, d. d., RadenciValuation was carried out by an accredited business appraiser registered with the Slovenian Institute of
Auditors. The valuation was based on the method of the current value of expected cash flows. The appraiser
conducted the work on the basis of the financial statements of the company Radenska, d. d. When using
this method, one first assesses the current value of free cash flows without repayments of interest and the
principal value of loans (total equity value), which is then deducted by all financial liabilities of the company,
and on the value thus obtained premiums and discounts are taken into account. The value obtained in this
way is then increased by excess financial investments and unnecessary property. A separate valuation was
conducted for the investments in a 19.2 % share in the company Delo and 2.6 % share in Poslovni Sistem
Mercator. Two methods were used for the valuation of these investments: the method of the current value of
expected free cash flows without including debt, and the method of the capitalization of normalized free cash
flow without including debt. For the valuation we used the required rate of return on total capital (WACC)
in the amount of 7.45 %.
At the same time, a method of market comparisons was used as a control method when valuating compa-
nies (Radenska, Delo and Mercator). On the basis of valuation methods used, the fair market value of a 93.8
% share (by taking into account treasury shares) in the company Radenska amounts to EUR 100,860,000
or EUR 21.24 per share, which is 101.6 % more than the value of the investment presented in the books of
account of Pivovarna Laško, d. d.
c) Valuation of the company Delo, d. d., LjubljanaThe valuation, which was carried out by an accredited business appraiser registered with the Slovenian
Institute of Auditors, was based on various valuation methods: the method of the current value of expected
free cash flows, and the method of comparable transactions based on the multipliers MVIC/Sales and MVIC/
EBITDA.
The appraiser started work from the assumption that the company's market value equals the current value
of expected free cash flows, in accordance with a general financial assumption that the company's value
equals the sum of all future benefits which it brings to its owner.
The following method was used for the valuation of the company: the method of the current value of
expected free cash flows without including debt. The valuation is based on the financial statements of Delo,
d. d. On this basis, one first assesses the current value of free cash flows without the repayments of interest
and the principal value of loans. Following that, the obtained value is deducted by all financial liabilities of
the company, and the value obtained in this way is corrected for possible potential liabilities, premiums and
discounts, and is increased by the value of surplus funds and excess financial investments.
The valuation took into account the business plan of the company Delo, d. d., for 2010 and company po-
tential based on findings from activity analysis, the company and financial data for comparable companies
in Slovenia and in the EU. Controlling premium was not taken into account, as the valuation was already
based on future yields of the majority owner. For the valuation we used the required rate of return on total
capital (WACC) in the amount of 9.7 %. Valuation is based on the assumption that potential investors are
mainly strategic investors, which is why a 5 % discount for lack of liquidity was also taken into account. Here,
the market share of the company in the market (leading newspaper agency) as well as strategic and political
position of the company were also taken into account.
On the basis of the methods described above, the evaluated value (100 %) of the company Delo, d. d. equals
EUR 52,472,000 or EUR 78.61 per share. Fair value of the long-term financial investment in the company
Delo, d. d., which is in 80.83 % ownership of Pivovarna Laško, d. d., totals EUR 42,413,118, which is EUR
28,279,707 less than the value previously presented in the books of account. Reducing the value of these
investments is recorded as a weakening and impacts the operating profit of the company through financial
expenses.
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d) Valuation of the company Jadranska Pivovara – Split, d. d. Due to the poor financial situation and rationalization, the management of the company Pivovarna Laško,
d. d., decided to discontinue production in Jadranska Pivovara and transfer the production to Laško, and to
sell the investment or the production plant to the lowest bidder. There is no interest in buying the company,
and that is why Pivovarna Laško, d. d., continues with an intensive search for a buyer for the sale of the
production plant.
No valuation of the investment in the affiliated company Jadranska Pivovara – Split, d. d., was implemen-
ted in 2009; there was, however, a valuation made on movable and immovable property of the aforementi-
oned company. Based on the valuation, the fair value of the property totals EUR 10,867,782, the fair value
of equipment EUR 5,214,130 and its liquidation value EUR 4,481,300. Taking into account indebtedness,
Jadranska Pivovara – Split, d. d., has negative capital, and for this reason Pivovarna Laško, d. d., in debit
of financial expenses, carried out an impairment of the mentioned investment in the total amount of EUR
5,433,000.
4. B. Long-term financial investments in associated companies
( in EUR ) Share in capital 2009 2008
SHARES IN ASSOCIATED COMPANIES
Thermana, d. d. Laško 22.571 % 1,594,000 -
Total 1,594,000 -
On 31.12.2008 Pivovarna Laško, d. d., owned 358,978 shares of Thermana, d. d., in the amount of EUR
3,837,454, which represented a 13.794 % ownership share in the aforementioned company. In 2009 it ob-
tained an additional 286,025 shares of Thermana, d. d., from Infond Holding, d. d., Maribor, in the amount
of EUR 3,060,468 and with that became its 22.57 % owner; the company Thermana, d. d., thus became an
associated company of Pivovarna Laško, d. d. On 31.12.2009 an investment valuation was carried out by an
accredited business appraiser. Estimated valuation totals EUR 1,594,000 and is EUR 5,303,921 lower than its
acquisition value, which is why in 2009 the company disclosed impairment in debit of financial expenses.
In 2009 Thermana, d. d., operated at a loss in the amount of EUR 2,050,327.
Valuation of the company Thermana, d. d., Laško
Valuation was carried out by an accredited business appraiser registered with the Slovenian Institute of
Auditors. The valuation was based on the method of the current value of expected cash flows. The subject
of valuation was the minority stake of the company (22.571 %), which does not enable the minority owner to
impact the decisions adopted at the management bodies of the company, nor the formulation of strategy and
business decisions (on investments, borrowing and so on) and implementation of status changes.
The appraiser started work from the assumption that the company's market value equals the current value
of expected free cash flows, in accordance with a general financial assumption that the company's value
equals the sum of all future benefits which it brings to its owner. For the valuation we used the required rate
of return on total capital (WACC) in the amount of 9.0 %.
During the valuation, the method of the current value of expected free cash flows without including debt
was used, where audited financial accounts of the company for 2009 served as a starting point. The current
value of free cash flows without the repayments of interest and the principal value of loans is calculated on
this basis. Following that, the obtained value is deducted by all financial liabilities of the company, and the
value obtained in this way is corrected for possible potential liabilities, premiums and discounts, and is inc-
reased by the value of surplus funds and excess financial investments.
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The valuation took into account the business plan of the company Thermana, d. d., for 2010 and company
potential based on findings from activity analysis, the company and financial data for comparable companies
in Slovenia and in the EU. Business plans are therefore accurate forecasts of future business.
Baring in mind the amount of the ownership share and the fact that the majority of owners, including
Pivovarna Laško, are interested in sale, the valuation took into account the discount for minority owner in the
amount of 5 %. It was estimated that potential investors are mainly strategic investors, for this reason during
the valuation of the minority package of shares, a discount for lack of marketability in the amount of 10 %
was taken into account based on the analysis of the characteristic of the company's share not quoted on the
stock exchange. During the course of these activities, the appraiser also took into account that the majority of
owners are not strategic and that most of them are also interested in selling the aforementioned investment
due to their liquidity issues. On the basis of the valuation, the company's fair value (100 % ownership share)
equals EUR 7,062,342 or EUR 2.5 per share, and the value of the investment of Pivovarna Laško, d. d., equals
EUR 1,594,000, which is EUR 5,303,921 less than the value previously presented in the books of account.
Based on the valuation in 2009, Pivovarna Laško, d. d., disclosed impairment of the financial investment in
its books of account in the amount of EUR 5,303,921.
4. C. Available-for-sale long-term financial assets
( in EUR ) 2009 2008
Other investments in shares at the cost of purchase 6,948,760 11,169,105
Other investments in shares at the fair value 48,892,029 50,394,538
Total 55,840,789 61,563,643
Movement of available-for-sale assets
( in EUR ) 2009 2008
Balance as at 1 January 61,563,643 124,613,112
Changes in the year:
Transfer to long-term financial
investment in associated companies (3,837,454) -
Gains - 3,830,333
Revaluation (1,885,400) (56,108,360)
Transfer from current investments
Sales - (10,771,442)
Balance as at 31 December 55,840,789 61,563,643
The value of available-for-sale long-term financial assets fell by EUR 1,885,400 compared to the previous
year. The revaluation is mainly related to the new investment in Poslovni Sistem Mercator, d. d., Ljubljana;
namely, the value of the aforementioned investment decreased by EUR 1,558,915 due to the fall in the share
price on the Ljubljana Stock Exchange. The revaluation effect for investments classified among available-
for-sale assets and valued at fair value method (MELR) influenced the decrease in revaluation surplus and
deferred tax liabilities. These types of investments are about minor and short-term price fluctuations below
the acquisition price and above it. This fluctuation does not necessarily reflect the business transactions of a
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particular company, but is often a reflection of comprehensive economic conditions and related liquidity of
a particular financial market.
As at 31.12.2009 the company owns 317,498 shares MELR (8.43 %), which is EUR 48,631,169 taking into
account the fair market value of EUR 153.17 as at 31.12.2009. The fair value of the aforementioned investment
was on 31.12.2009 EUR 2,347,012 lower than the original acquisition value, which equalled EUR 50,977,838
or EUR 160.56 per share. The major investments valuated by the cost model include investment in shares of
Probanka, d. d., Maribor, in the amount of EUR 5,217,752, investment in shares of Elektro Gorenjska, d. d., in
the amount of EUR 974,333 and in shares of the company Ceste Mostovi Celje in the amount of EUR 238,355.
On the last day of 2009 a checking of weakening signs was conducted for all available-for-sale assets. On
this basis the company disclosed impairment of the investment in the company Elektro Gorenjska, d. d.,
in the amount of EUR 382,398. This investment is about a long-term decline in value. Impairment of the
investment in Elektro Gorenjska had a direct impact on the operating profit through financial expenses.
5. Long-term loans
( in EUR ) 2009 2008
Other long-term loans 30,307 46,754
Total 30,307 46,754
Long-terms loans refer to long-term housing loans granted by the company to its employees for the pur-
poses of solving their housing-related issues.
6. Long-term operating receivables
( in EUR ) 2009 2008
Long-term receivables to others 670,316 785,228
Total 670,316 785,228
Long-term operating receivables refer to the production equipment for the Bandidos brand, which was
given on financial lease to a business partner from Belarus.
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7. Long-term receivables for deferred tax
Long-term receivables and liabilities for deferred tax are calculated on the basis of temporary differences
with consideration of liability method with consideration of a 20 % tax rate.
( in EUR ) 2009 2008
Long-term receivables for deferred tax 14,482,886 6,718,667
Long-term liabilities for deferred tax (1,127,344) (1,115,962)
Net long-term receivables for deferred tax 13,355,542 5,602,705
On 31.12.2009, the company has net long-term deferred tax receivables amounting to EUR 13,555,542,
which is EUR 7,752,837 over the previous year.
Movement of long-term receivables for deferred tax
( in EUR ) 2009 2008
Begining of the year – claims for deferred tax 6,718,667 3,879,734
Changes in the profit and loss statement 7,687,102 2,681,313
Changes in the balance sheet 77,117 157,620
Total 14,482,886 6,718,667
Liabilities to Fair value
( in EUR ) employees (financial assets) Other Total
RECEIVABLES FOR DEFERRED TAX
1 January 2008 391,987 3,377,174 110,573 3,879,734
Change in the profit and loss statement 6,914 779,088 1,895,311 2,681,313
Change in the balance sheet - 157,620 - 157,620
31 December 2008 398,901 4,313,882 2,005,884 6,718,667
Change in the profit and loss statement (8,880) 9,336,428 (1,640,446) 7,687,102
Change in the balance sheet - 77,117 - 77,117
31 December 2009 390,021 13,727,427 365,438 14,482,886
Increase in long-term receivables for the deferred tax equals EUR 9,437,253 and refers to establishment
of receivables arising from impairments in the amounts of EUR 9,413,546 and EUR 23,707 on long-term
provisions. From impairment of receivables, investments, loans and guarantees granted to the affiliated
company Jadranska Pivovara – Split, d. d., the long-term receivable for the deferred tax increased by EUR
3,634,800, and from the impairment of investment into the affiliated company Delo, d. d., by EUR 2,827,971,
investments in the associated company Thermana, d. d., by EUR 530,392 and investment in the company
Elektro Gorenjska, d. d., by EUR 76,480. Long-term receivables for deferred tax also increased from impa-
irment of granted loans and corresponding interest to the company Infond Holding, d. d., in the amount
of EUR 343,388 and to the company Center Naložbe, d. d., in the amount of EUR 1,195,867, as well as from
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granted guarantees for loans taken by the company Center Naložbe in the amount of EUR 727,530. Part of
the increase in the amount of EUR 77,117 refers to revaluation of the investment in shares of Poslovni Sistem
Mercator (MELR) to a lower fair value.
Reduction in the amount of EUR 1,673,034 mainly refers to covering tax loss in the amount of EUR
1,640,446.
Long-term deferred tax liabilities refer to the conversion of long-term financial assets for sale and real
estates to fair value, which is reflected in revaluation surplus. The tax rate used is 20 %.
8. Non-short-term assets for sale
( in EUR ) 2009 2008
Properties for sale 1,083,307 1,083,307
Total 1,083,307 1,083,307
Among non-short-term assets available for sale, the value of the real estate (office and warehouse building
with the belonging land in Ljubljana) which the company intends to dispose of within the year was presen-
ted. The value of the property was disclosed at purchase value reflecting fair value.
9. Stock
( in EUR ) 2009 2008
Material and raw material 6,914,834 6,737,375
Unfinished production 791,506 771,099
Products 3,124,663 1,807,418
Merchandise 292,136 456,190
Total 11,123,139 9,772,082
Bearing in mind the previous year, the value of inventories increased by EUR 1,351,057 or by 3.8 %. In parti-
cular, the value of finished products increased. There were no pledged inventories and no value adjustments
on 31 December 2008. The book value does not exceed the net realizable value of inventories.
Inventory surpluses and deficits
( in EUR ) 2009 2008
Inventory surpluses 32,524 164,953
Inventory deficits (26,576) (77,481)
No substantial deficits or surpluses were established during the regular annual inventory.
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10. A. Short-term operating receivables
( in EUR ) 2009 2008
Short-term trade operating receivables:
on the domestic market 15,117,584 10,158,466
on foreign markets 4,024,214 3,823,539
Less value adjustment (4,835,059) (2,599,720)
Total 14,306,739 11,382,285
Short-term oparating receivables on others 697,700 717,427
Advances 137,949 3,138,051
Less value adjustment (91,310) (694,659)
Total 15,051,078 14,543,104
On 31.12.2009, the company presented EUR 15,051,078 of short-term operating receivables, which is EUR
507,974 more than last year. As payment deadlines extended, this mostly resulted in an increase in short-
term operating receivables to domestic buyers, namely to EUR 4,959,118.
The disclosed value of short-term operating and other receivables reflects fair value.
Corrected values of short-term operating receivables
( in EUR ) 2009 2008
Balance as at 1 January 2,599,720 3,260,368
Recovered receivables written-down (204,551) (358,712)
Final write-down of receivables (62,599) (803,827)
Decrease in value correction in the year 2,502,489 501,891
Balance as at 31 December 4,835,059 2,599,720
The corrected value of operating receivables increased due to the impairment of receivables to the com-
pany Jadranska Pivovara – Split, d. d., in the amount of EUR 2,383,773 and defendant receivables in the
amount of EUR 118,716, while it decreased for the write-down of receivables in the amount of EUR 62,599
and for recovered defendant receivables in the amount of EUR 204,551.
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Maturity of the receivables towards buyers
( in EUR ) 2009 2008
unmatured 12,265,405 8,210,691
up to 30 days 1,888,743 894,742
from 30 to 60 days 141,897 669,467
from 60 to 90 days 66,037 872,943
above 90 days 4,779,716 3,334,162
Balance as at 31 December 19,141,798 13,982,005
Receivables towards buyers totalling EUR 1,105,000 are insured with received guarantees. On 31.12.2009,
the matured trade receivables of the company amounted to EUR 6,000,000.
10. B. Short-term receivables for overpaid tax on revenue of legal persons
( in EUR ) 2009 2008
Receivables for overpaid corporate income tax - 818,322
Total - 818,322
In the tax return for 2008 the company disclosed a tax loss in the amount of EUR 9,476,557, which is
why in 2009 the company did not pay any prepayment of tax on corporate income. In 2009 the company
decreased its tax loss by EUR 8,007,700 but is still disclosing an uncovered tax loss in the amount of EUR
1,468,856; for this reason the company will not pay any prepayment of tax on corporate income also in 2010.
11. Short-term loans
( in EUR ) 2009 2008
Short-term loans 13,310,475 3,250,402
Less value adjustment (12,749,262) (50,402)
Total 561,213 3,200,000
Movement of short-term loans
Debt position New loans Repayments Depreciation Debt position( in EUR ) 112009 in year 2009 in year 2009 in year 2009 31122009
Short-term loans
to related persons 2,600,000 5,149,262 2,600,000 5,149,262 -
Short-term loans
to other related persons - 7,600,000 - 7,600,000 -
Short-term loans
to other unrelated persons 600,000 111,213 150,000 - 561,213
Total 3,200,000 12,860,475 2,750,000 12,749,262 561,213
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Short-term loans granted increased in 2009 for loans granted to the company Infond Holding, d. d., in the
amount of EUR 1,700,000, to the company Center Naložbe, d. d. in the amount of EUR 5,900,000 and to
the company Jadranska Pivovara – Split, d. d., in the amount of EUR 5,149,262, and decreased by repayment
of the loan by the company Delo, d. d., in the amount of EUR 2,600,000 and repayment of others in the
amount of EUR 39,174. The company believes that due to insolvency and introduction of bankruptcy pro-
ceeding or receivership in the companies Infond Holding, d. d., and Center Naložbe, d. d., it is very likely
that it will not recover the loans granted, which is why it established the value adjustment for the total value
of loans granted. Also due to the poor financial situation of the company Jadranska Pivovara – Split, d. d., it
established a value adjustment for the complete loan granted in the amount of EUR 5,149,262, because it is
very likely that the loan will never be recovered.
On 31 December 2009 the company discloses a loan granted to handball club in the amount of EUR
550,000 and others in the amount of EUR 11,213.
The average interest rate for short-term loans in 2008 was 5.91 %. The presented value of short-term loans
reflects fair value.
12. Cash in bank, cheques and cash in hand
( in EUR ) 2009 2008
Cash in banks 47,967 10,841
Cash in hand and received cheques 23,555 2,900
Monetary resources in foreign currency - 13
Cash items in the process of collection 57,761 76,349
Total 129,283 90,103
13. Active accrual
( in EUR ) 2009 2008
Deferred cost and accrued revenues 942 3,082
Total 942 3,082
14. Capital
Capital of Pivovarna Laško, d. d. is represented by called-up capital, capital reserves, profit reserves, trans-
ferred profit or loss, surplus from re-valuation of financial investments classified in the sale group and previ-
ously undistributed revenue, and the losses from the fiscal year which have not been settled yet.
The share capital appears as registered capital (capital with shares or capital share). It is divided into cal-
led-up share capital and non-called-up share capital. Non-called-up share capital is a deduction of the share
capital.
Called-up capital of the company Pivovarna Laško, d. d. is determined in the company's statute, and it
adds up to EUR 36,503,304.96. It is divided into 8,747,652 freely transferable nominal shares. Every share
gives its owner the right to vote at the annual shareholder's meeting and to participate in profit sharing. The
nominal value of the called-up capital is EUR 36,503,304.96.
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On the last day of 2009 capital reserves equalled EUR 85,561,447 and have, based on the suggestion of the
management, decreased in 2009 due to covering the current loss in the amount of EUR 16,816,274. Capital
reserves in the amount of EUR 102,377,721 were formed from the paid premium account alongside two capi-
tal increases from shareholder payments, which exceeded the nominal value of the paid share in the amount
of EUR 79,231,564, and the general re-valued correction of the capital, which resulted from maintaining the
real value of the capital in the amount of EUR 23,146,157.
Among the provisions, statutory reserves in the amount of EUR 3,650,331 have been acknowledged, pro-
visions for own shares in the amount of EUR 1,211,460 and own share as deductions in the amount of EUR
20,498. Upon the suggestion from the Management Board, the company used for the purposes of covering
the current loss in 2009 statutory reserves in the amount of EUR 21,956,463 and other profit reserves in the
amount of EUR 6,201,082.
In 2009, provisions for own shares increased due to acquisitions of own shares, which in addition to the
parent company were purchased also by affiliated companies. In 2009 Pivovarna Laško, d. d., failed to obtain
own shares but disposed them or sold to employees 4,499 own shares in the amount of EUR 141,987. On
31.12.2009 Pivovarna Laško, d. d., owns 755 lots; Radenska, d. d., 21,195 lots; Pivovarna Union, d. d., 9,584
lots; and Fructal, d. d., 13,087 lots of PILR shares. Own shares were converted on 31.12.2009 to the quoted
price, which was equal to EUR 27.15. The decline in the share value affected the capital reduction in financial
accounts of particular companies, and Pivovarna Laško, d. d., as the parent company formed provisions for
own shares for the total value of shares owned by the companies of Pivovarna Laško Group. Provisions for
own shares increased EUR 1,190,962 and decreased by EUR 226,119 in debit of other profit reserves. Other
profit reserves further decreased by the difference between the book and the sales value of sold own shares
in the amount of EUR 84,625 and by covering the loss brought forward in the amount of EUR 1,694,025,
and based on the decision of the General Meeting and based on the suggestion of the Management Board
also for covering the loss of the year 2009 for EUR 6,201,082. In 2009, Pivovarna Laško Group obtained
40,788 lots of own shares in the amount of EUR 1,756,778 and disposed of 6,276 lots of own shares in the
amount of EUR 588,409.
Statutory reserves are used exclusively for covering losses.
The surplus from revaluation was formed from the effects of revaluation on financial assets for sale to
their fair value. Long-term and short-term financial investments of the company are evaluated according to
their fair value and are classified as investments for sale. Fair value of revenues and losses of these invest-
ments is reflected directly in the share capital in the surplus from the revaluation. In 2009, due to share
price reductions, the company reduced the revaluation surplus from conversion of MELR shares to their fair
value by EUR 1,481,799 and increased the re-valuation surplus from conversion of other long-term financial
investments by EUR 45,024.
No property valuation was carried out in 2009, and that is why the revaluation surplus arising from this
did not change.
Change in the revaluation surplus from revaluation of available-for-sale financial assets:
( in EUR ) 2009 2008
Revaluation on fair value (1,502,509) (56,106,476)
Liabilities from deferred tax 65,734 11,221,295
Total (1,436,775) (44,885,181)
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Ownership structure on 31 December 2009 is as follows:
Shareholder Number of stocks Participation in %
NLB, d. d. 1,713,685 19.590 %
Kapitalska Družba, d. d. 617,488 7.059 %
TCK, d. d. 613,300 7.011 %
Probanka, d. d. 594,628 6.798 %
GB, d. d. Kranj 542,448 6.201 %
Skagen Kon-tiki Verdipapirfond 499,286 5.708 %
NFD 1 Delniški Investicijski Sklad, d. d. 446,465 5.104 %
Publikum Fin, d. o. o. 343,053 3.922 %
Abanka, d. d. 285,463 3.263 %
Banka Celje, d. d. 252,500 2.886 %
Other small shareholders 2,839,336 32.458 %
Total 8,747,652 100.000 %
Bookkeeping value of share of Pivovarna Laško, d. d., on 31.12.2009 amounted to EUR 14.78 in accordance
with IFRS; market value per share at the end of 2009 amounted to EUR 27.15, which exceeds the book value
by 83.7 %.
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15. Provisions and long-term passive accrual
15. A. Provisions for severance pay and long-service awards
( in EUR ) 2009 2008
Long-term liabilities to employees 1,456,443 1,377,905
Total 1,456,443 1,377,905
Provisions are formed for assessed liabilities for severance pay and long-service awards, such as long
service of the employees on the dated balance sheet discounted to the current value. The provision has been
formed for expected payments.
15. B. Long-term passive accruals
( in EUR ) 2009 2008
Reservations 2,931,828 65,657
Total 2,931,828 65,657
Long-term passive accruals pertain to the guarantee granted to Jadranska Pivovara – Split, d. d., for loans
it took from banks, namely, for the long-term portion of loans in the amount of EUR 2,839,598. A portion
of long-term passive accruals in the amount of EUR 92,229, however, pertains to disabled people above the
quota, which can be used only for the purposes from Article 61 of ZZRZI (investments into operating fixed
assets which are linked with work for the disabled, improvement of working conditions for the disabled,
keeping and creating new job openings for the disabled, etc.).
Movement of provisions and long-term passive accruals
Benefits Tenure ( in EUR) at retirement awards Other Total
1 January 2009 1,064,523 313,382 65,657 1,443,562
Increase 257,231 4,310 2,866,170 3,127,711
Decrease (175,922) (7,081) - (183,003)
31 December 2009 1,145,832 310,611 2,931,827 4,388,270
Provisions for severance pay and long-service awards, compared to 2008, reduced for actual retirements
in the amount of EUR 175,922 and increased due to a change in the employee structure and particularly due
to new employments in the amount of EUR 257,231.
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16. Long-term liabilities
16. A. Long-term financial liabilities
( in EUR ) 2009 2008
Long-term loans obtained from banks 160,262,504 166,304,167
Transfer to short-term financial liabilities (105,998,718) (6,040,789)
Total 54,263,786 160,263,378
Interests for long-term loans in 2009 were on average 3.43 %. The acknowledged value of long-term fi-
nancial liabilities reflects its fair value.
Maturity of long-term loans
( in EUR ) 2009 2008
Maturity from 4 to 6 years 8,299,304 7,697,264
Maturity from 2 to 4 years 18,441,258 35,826,545
Maturity from 1 to 2 years 27,523,224 116,739,567
Short-term part of long-term financial liabilities 105,998,718 6,040,791
Total 160,262,504 166,304,167
In 2008, Pivovarna Laško, d. d. has not taken out new long-term loans. In 2010, we will repay EUR
105,998,718 of long-term bank loans, EUR 27,523,224 in 2011, EUR 18,441,258 in 2012, EUR 6,655,152 in 2013
and EUR 1,644,152 in 2014.
In order to insure long-term debts, the company pledged 257,603 shares of Pivovarna Union, d. d., or 57.1
% of all shares, and 108,242 shares of Poslovni Sistem Mercator, d. d., or 2.9 % of all shares of the company.
The book value of these shares on 31 December 2009 amounted to EUR 115,321,463. A part of long-term debts
was insured with a mortgage of EUR 11,279,938. The value of unpaid debts insured by shares, mortgage and
pledged real estates on 31 December equals EUR 54,263,786.
16. B. Long-term liabilities for deferred tax
( in EUR ) 2009 2008
Long-term deferred tax liabilities (1,127,344) (1,115,962)
Total (1,127,344) (1,115,962)
Long-term deferred tax liabilities of EUR 1,127,344 decrease the deferred tax receivable. Long-term liabili-
ties for deferred tax have not changed significantly compared to the previous year.
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Forming long-term liabilities for deferred tax
Fair value Fair value ( in EUR ) (properties, buildings) (financial assets) Total
LIABILITIES FOR DEFERRED TAX
1 January 2008 - 11,087,128 11,087,128
Change in the balance sheet 1,092,511 (11,063,677) (9,971,166)
31 December 2008 1,092,511 23,451 1,115,962
Change in the balance sheet - 11,382 11,382
31 December 2009 1,092,511 34,833 1,127,344
Long-term liabilities for deferred tax pertain to property revaluation, which was carried out in 2008 in
the amount of EUR 1,092,511, and to revaluation of available-for-sale financial assets to their fair value in the
amount of EUR 34,833.
17. Short-term liabilities
17. A. Short-term operating liabilities
( in EUR ) 2009 2008
Short-term liabilities to companies in the Group as suppliers 4,822,061 3,269,101
Short-term liabilities to other suppliers 6,646,439 8,089,629
Short-term oparating liabilities to others:
to employees 1,219,303 672,660
to the state 3,726,686 2,881,717
Short-term liabilities for advances 465,892 328,562
Other short-term liabilities 368,283 311,970
Total 17,248,664 15,553,639
Among short-term operating liabilities, the biggest share goes to liabilities to suppliers in the amount of
EUR 11,468,500, which have not significantly changed compared to the previous year and which represent
66.5 % of all short-term operating liabilities. This item is followed by liabilities to the State in the amount
of EUR 3,726,686 arising from VAT, excise duties, contributions and taxes arising from salaries accounted
for in 2009 and paid out in 2010. Compared to the previous year, liabilities to employees, which total EUR
1,219,303, increased due to the accounted Christmas bonus, which was not paid out in 2008.
17. B. Short-term liabilities for tax payment
On 31.12.2009 as well as on the last day of 2008, the company does not disclose any liability to corporate
income tax. In 2008 the company disclosed a tax loss in the amount of EUR 9,476,557, which is how the
company had no basis for the calculation of corporate income tax. In 2009 the company reduced the tax loss
by EUR 8,202,231; however, it is still disclosing an uncovered tax loss in the amount of EUR 1,468,856, which
is why it also does not disclose a basis or liability for corporate income tax for the year 2009.
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17. C. Short-term financial liabilities
( in EUR ) 2009 2008
Short-term part of long-term financial liabilities 105,998,718 6,040,789
Short-term financial liabilities for interest from loans 1,654,675 2,309,403
Short-term loans obtained from the companies in the Group 26,400,000 21,442,985
Short-term loans obtained from banks 80,398,453 78,929,470
Other short-term financial liabilities 751,142 501,747
Total 215,202,988 109,224,394
The value of short-term financial liabilities, equalling on the last day of 2009 to EUR 215,202,988, inc-
reased by EUR 105,978,594 compared to the previous fiscal year. The increase pertains particularly to the
short-term portion of long-term loans.
Movement of short-term loans
Short term Debt position New loans Repayments part of Debt position( in EUR ) 1.1.2009 in year 2009 in year 2009 long-term loans 31.1.2009
Banks 84,978,571 11,935,539 16,515,657 105,998,718 186,397,171
Other lenders 21,442,985 13,202,450 8,200,000 - 26,445,435
Total 106,421,556 25,137,989 24,715,657 105,998,718 212,842,606
In 2009 the company paid off EUR 16,515,657 of bank loans and took out EUR 11,935,539 of new loans
at these banks. The company took out a short-term loan in the amount of EUR 10,200,000 at the affiliated
company Radenska, d. d., and paid off a loan in the amount of EUR 6,400,000, and also took a loan in the
amount of EUR 3,000,000 at the affiliated company Union, d. d., and paid off a loan in the amount of EUR
500,000. In addition to the above, the company also paid off a loan to the company Fructal, d. d., in the
amount of EUR 300,000. It increased short-term loans with capitalization of interest to the loan obtained
from Firma Del, d. o. o., in the amount of EUR 2,450. In associated companies the short-term indebtedness
in 2009 increased by EUR 5,002,450.
In 2009, the average interest rate for short-term loans from banks totalled 5.39 %, and for granted short-
term loans from companies in Pivovarna Laško Group 5.7 %. The declared value of short-term financial
liabilities reflects fair value.
In order to insure short-term debts, the company pledged 539,516 shares (80.83 %) of Delo, d. d., 3,739,803
shares (73.88 %) of Radenska, d. d., 182,692 shares (40.50 %) of Pivovarna Union, d. d., 209,256 shares (5.56
%) of Poslovni Sistem Mercator, d. d., 213,115 shares (6.27 %) of Probanka, d. d., Maribor, 270,648 shares
(1.56 %) of Elektro Gorenjska, d. d., and 645,003 shares (22.57 %) of Thermana, d. d., Laško. The book va-
lue of these shares on 31 December 2009 amounted to EUR 191,676,219. One part of short-term debts was
insured with a mortgage and another part by pledging real estates. The book value of pledged movable and
immovable property on 31 December 2009 amounted to EUR 31,743,440. In addition, short-term liabilities
are also insured with receivables, whose value on 31 December amounts to EUR 6,000,000, and by pledging
the property of the company Fructal, d. d., the book value of which on 31 December 2009 amounted to EUR
10,306,713. The value of unpaid debts insured by shares, mortgage and pledged real estates on 31 December
2009 equals EUR 183,589,785. Short-term loans taken at banks in the amount of EUR 2,807,386 are not
subject to insurance, while short-term loans in the amount of EUR 26,445,435, which the company hired at
its affiliated companies, are insured with bills.
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18. Passive accruals
( in EUR ) 2009 2008
Accrued costs and deferred revenues 6,385,730 625,333
Total 6,385,730 625,333
Passive accruals have grown scientifically, mainly due to recognition of liabilities arising from the guaran-
tee granted for the loan which the affiliated company Jadranska Pivovara – Split, d. d., took at banks and was
unable to repay it on its own due to its poor financial situation, as well as due to the pledge of shares of the
company Radenska, d. d., for the loan hired by the company Center Naložbe, d. d.
The value of the guarantee for the loan of Jadranska Pivovara – Split, d. d., amounted to EUR 5,110,524;
however, only the short-term portion of the guarantee for the loan, which is due in 2010, was disclosed on
passive accruals in the amount of EUR 2,270,926, while the long-term portion of the guarantee was disclo-
sed in long-term passive accruals.
In 2009 the former management of the company, pledged, for a loan in the amount of EUR 6,250,000,
which was taken at Nova Kreditna Banka Maribor by the then-parent company Center Naložbe, d. d., 345,304
shares of Radenska, d. d., which represents 6.8 % ownership share in the aforementioned company. The
book value of pledged shares disclosed in the accounts of the company Pivovarna Laško, d. d., on 31 Decem-
ber 2009 amounted to EUR 3,637,650. For this particular value the company increased financial expenses
and disclosed short-term passive accruals. Since Center Naložbe, d. d., failed to settle the hired loan at its
maturity, the borrower Nova Kreditna Banka Maribor, d. d., on 1 January 2010 addressed an invitation to the
company Pivovarna Laško, d. d., to pay off the loan including the interest in the amount of EUR 6,480,497
on its behalf; otherwise the bank will be forced to exercise its receivable and collect it by selling the pledged
shares. Among passive accruals, the company discloses also liability to employees for non-used hours wor-
ked and non-paid annual leaves. This value has not significally changed compared to the previous fiscal year.
19. Analysis of revenues from sales and expenses
19. A. Analysis of revenues from sales according to main products
( in EUR ) 2009 2008
Beer 79,877,888 83,420,281
Other beverages (water) 914,096 1,192,200
Sales revenues of merchandise – Horeca channel 17,449,257 20,666,293
Sales revenues of merchandise and materials 554,161 1,606,262
Other 867,135 1,578,814
Total 99,662,537 108,463,850
Sales revenues decreased by 9.1 % compared to the previous year. Revenues arising from the sale of pro-
ducts and services decreased by EUR 5,548,929 on the domestic market, while on the foreign markets they
increased by EUR 27,819. In addition, revenues arising from the sale of merchandise in the Horeca channel
also decreased by EUR 3,509,954. From sales revenues, the portion of revenues arising from the sale of beer
amounts to 80.2 % and was slightly increased in comparison to the year 2008, when it amounted 76.9 %.
The portion of revenues arising from the sale of water amounted to 0.9 % and slightly decreased compared
to the previous year. In addition, the share of revenues arising from the sale of merchandise also decreased,
which totalled 18 % in 2009 and 20.5 % in 2008.
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19. B. Analysis of revenues according to countries
( in EUR ) 2009 2008
Sale revenues in Slovenia 90,447,006 99,505,889
Sale revenues on foreign markets 9,215,531 8,957,961
Total 99,662,537 108,463,850
Sales revenues on the domestic market decreased by EUR 9,058,883 compared to the previous year, while
on the other hand they increased on the foreign market by the amount of EUR 257,570. Sales revenues from
foreign markets were generated mostly on the markets of the former Yugoslavia.
19. C. Analysis of costs according to categories
( in EUR ) 2009 2008
Expenses of merchandise sold – Horeca channel 17,759,586 20,563,780
Expenses of materials and merchandise sold 27,186,764 31,746,498
Expenses of services 18,093,670 26,521,618
Depreciation 6,908,571 8,626,088
Expenses of salaries 7,708,443 7,100,131
Benefits on payments for social security 1,364,976 1,374,818
Other labor costs 1,592,758 1,454,973
Revaluation of operating expenses at fixed assets 37,482 80,526
Revaluation of operating expenses at reverse assets 2,512,508 304,783
Costs of reservations 261,542 144,882
Other operating expenses 1,637,055 1,316,037
Total 85,063,355 99,234,134
Operating expenditures have decreased by EUR 14,170,779 or by 14.3 % compared to the previous year. The
greatest reduction was recorded in the costs of services, by EUR 8,427,948 or by 31.8 %; the costs of material
by EUR 4,559,734 or by 14.4 %; and the cost value of merchandise sold by EUR 2,804,194 or by 13.6 %; and
depreciation by EUR 1,717,517 or by 19.9 %. In particular, revaluated operating expenses in current assets
increased, in the amount of EUR 2,207,725, and they pertain to the corrected values of operating receivables.
In 2009 the company formed a correction in the value of receivables toward the company Jadranska Pivovara
– Split, d. d., in the amount of EUR 2,383,773 and to other buyers in the amount of EUR 128,735.
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19. D. Costs according to functional groups
Production Cost of Year 2009 expenses of sold Expenses of general ( in EUR ) products and goods selling activities Total
Expenses of merchandise
sold – Horeca channel - 17,759,586 - 17,759,586
Expenses of materials
and merchandise sold 26,519,506 482,203 185,055 27,186,764
Expenses of services 2,191,579 11,921,257 3,980,834 18,093,670
Depreciation 5,452,840 492,160 963,571 6,908,571
Expenses of salaries 4,809,299 2,559,887 3,296,991 10,666,177
Revaluation of operating
expenses at fixed assets 21 3,608 33,853 37,482
Revaluation of operating
expenses at reverse assets - 10,020 2,502,488 2,512,508
Costs of reservations 110,135 50,425 100,982 261,542
Other expenses 464,432 123,004 1,049,619 1,637,055
Total 39,547,812 33,402,150 12,113,393 85,063,355
In 2009 the production costs decreased by EUR 4,699,435, the costs of sale by EUR 6,034,271 and costs
of general activities by EUR 3,565,808.
The costs of the audit which was implemented by the audit company Deloitte Revizija, d. o. o., amounted
to EUR 49,900 for the year 2009. In 2009, at the replacement of the management in Pivovarna Laško,
d. d., the aforementioned audit company also carried out a review of the consolidated financial accounts of
Pivovarna Laško Group on 30 June 2009. The contractual value of the mentioned works amounted to EUR
68,670.
Production Cost of Year 2008 expenses of sold Expenses of general ( in EUR ) products and goods selling activities Total
Expenses of merchandise
sold – Horeca channel - 20,563,780 - 20,563,780
Expenses of materials
and merchandise sold 29,485,092 1,910,893 350,512 31,746,497
Expenses of services 2,842,867 13,706,272 9,972,479 26,521,618
Depreciation 6,795,052 649,568 1,181,468 8,626,088
Expenses of salaries 4,707,334 2,120,391 3,102,199 9,929,924
Revaluation of operating
expenses at fixed assets 47,578 14,105 18,843 80,526
Revaluation of operating
expenses at reverse assets - 302,919 1,864 304,783
Costs of reservations 50,709 36,221 57,953 144,882
Other expenses 318,615 132,272 865,149 1,316,036
Total 44,247,247 39,436,421 15,550,467 99,234,134
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20. Net financial expenses
( in EUR ) 2009 2008
Financial revenues without currency differences 4,090,281 8,466,923
Financal revenues on the basis of profit shares 3,758,503 8,236,604
Financial revenues from loans given 330,872 230,319
Financial revenues from accounts receivable 906 -
Financial expenditures without currency differences (73,647,810) (30,103,230)
Financial expenditures from impairment
and write-offs of investments (61,100,211) (15,608,816)
Financial expenditures from financial liabilities (12,547,599) (14,494,414)
Currency differences from financing (1,502) (6,509)
Negative currency differences (2,211) (7,125)
Positive currency differences 709 616
Net financial expenditures (69,559,031) (21,642,816)
Net financial expenses total EUR 69,559,031 and increased by EUR 47,916,215 compared to the previous
year. In 2009, Pivovarna Laško, d. d., disclosed financial expenses in the amount of EUR 61,100,211 due to
poor financial investments, loans granted and guarantees given.
The company recognized, among financial expenses, the impairment of an investment into the affiliated
company Jadranska Pivovara – Split, d. d., in the amount of EUR 5,433,000, a loan granted to the aforemen-
tioned company in the amount of EUR 5,149,262, and a guarantee for loans which the company hired in the
amount of EUR 5,110,524.
At the same time, the company disclosed financial expenses for formed adjustments for granted loans,
including interest on late payments to the company Infond Holding, d. d., in the amount of EUR 1,716,939
and to the company Center Naložbe, d. d., in the amount of EUR 5,979,335.
Based on valuations carried out by an accredited business appraiser, the company impaired an investment
into the affiliated company Delo, d. d., in the amount of EUR 28,279,707, investment in the company Ther-
mana, d. d., in the amount of EUR 5,303,921, and investment in shares of the company Elektra Gorenjska,
d. d., in the amount of EUR 382,398.
Similarly as financial expenditure arising from impairment, the company also disclosed the guarantee
granted by Pivovarna Laško, d. d., for the loan hired in 2009 by that the then-parent company Center Na-
ložbe, d. d. The guarantee was given in the form of insurance with shares of Radenska, d. d. For insurance
purposes 345,304 shares of Radenska were used, the value of which totals EUR 3,637,650 in the business
accounts of Pivovarna Laško, d. d., and represents a 6.8 % ownership share in the affiliated company Ra-
denska, d. d.
Financial expenses arising from interest are, alongside almost the same indebtedness, lower by EUR
1,946,815 than in the previous year, which is the result of lower interest rates for long-term loans.
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21. Corporate income tax
( in EUR ) 2009 2008
Deferred tax (7,687,102) (2,681,313)
Total (7,687,102) (2,681,313)
( in EUR ) 2009 2008
Profit and loss before taxation (52,660,920) (8,775,370)
Tax paid according to the valid tax rate:
Revenue tax, calculated according to 21 % or 22 % tax rate (11,058,793) (1,930,581)
Correction of revenue to granted revenues tax level (3,712,102) (8,252,303)
Non-recognized revenue by tax 65,142,293 16,429,848
Tax base I 8,769,271 (597,825)
Changes to the tax base 91,874 (8,878,732)
Tax base II 8,861,145 (9,476,557)
Tax reliefs (658,914) -
Covering tax loss (8,202,231) -
Tax base III - -
Tax loss (1,274,326) (9,476,557)
Tax - -
In 2009, despite the negative profit, the company disclosed on its tax return a revenue surplus above
the recognized tax expense in the amount of EUR 8,861,145, which it covered by tax relief in the amount of
EUR 658,914 and a tax loss brought forward in the amount of EUR 8,202,231. On the last day of 2009 the
company discloses an uncovered tax loss in the amount of EUR 1,274,326. Receivable for deferred tax is cal-
culated from the uncovered tax loss according to the 20 % rate in the amount of EUR 254,865, which will be
offset in the following years from taxable income.
The authorities can check the operations of a business and require the payment of additional tax as a
result, along with past interest or penalties which have to do with the revenue tax or other taxes and contri-
butions, anytime within five years of when the tax is levied. The company management does not know of any
circumstances which could represent significant liabilities that would result in this.
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22. Exchange rate differences
Exchange rate differences from operations and financing considered in the profit and loss statement are
as follows:
( in EUR ) 2009 2008
Currency differences – of operating - (169)
Currency differences – in financing (1,502) (6,509)
Total (1,502) (6,678)
23. Cash flow from operations
( in EUR ) Explanatory notes 2009 2008
Operating profit of the period 19 16,898,109 12,867,445
Adjustments for:
Depreciation of property, plant and equipment 2.3 6,721,910 8,559,229
Depreciation of intangible fixed assets 1 186,660 66,859
Write-offs of fixed assets 19 2,526,368 (782,269)
Net movement in reservations 15 - 123,093
Currency differences from loans 20 - 169
9,434,938 7,967,081
Changes of reverse capital
Inventories and non-current assets for sale 8.9 (1,351,057) (452,328)
Operating and other receivables 6.10 (1,956,373) (3,695,518)
Operating and other liabilities 17.18 (762,557) 1,782,450
(4,069,987) (2,365,396)
Cash made from operations 22,263,060 18,469,130
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24. Reporting in segments
24. A. Business segments
Year 2009 Other
( in EUR ) Beer beverages Other Total
Net sales revenues by segments 79,877,888 914,096 18,870,553 99,662,537
Revenues among segments - - - -
Net sales revenues 79,877,888 914,096 18,870,553 99,662,537
Operating profit and loss 18,430,682 (781,365) (751,207) 16,898,110
Financial revenues/expenditures (net) (69,559,030)
Profit and loss before tax (52,660,920)
Tax 7,687,102
Profit and loss of accounting period (44,973,818)
Assets by segments 414,524,723 4,137,331 8,130,028 426,792,082
Liabilities by segments 297,489,439 - - 297,489,439
Investments 2,554,785 - - 2,554,785
Expenses without cash
flow as consequence 6,704,585 151,746 246,737 7,103,068
Year 2008 Other
( in EUR ) Beer beverages Other Total
Net sales revenues by segments 83,420,281 1,192,200 23,851,369 108,463,850
Revenues among segments - - - -
Net sales revenues 83,420,281 1,192,200 23,851,369 108,463,850
Operating profit and loss 9,175,445 (764,647) 4,456,647 12,867,445
Financial revenues/expenditures (net) -
Profit and loss before tax 12,867,445
Tax -
Profit and loss
of accounting period 12,867,445
Assets by segments 461,406,839 1,275,209 - 462,682,048
Liabilities by segments 287,110,306 - - 287,110,306
Investments 8,973,913 - 8,218,046 17,191,959
Expenses without cash
flow as consequence 7,238,854 341,822 1,045,412 8,626,088
Sales in geographical sections are described in note 24. B.
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24. B. Geographical segments
( in EUR ) 2009 2008
Net sales revenue
Slovenia 90,447,007 99,505,889
Foreign markets 9,215,530 8,957,961
Total 99,662,537 108,463,850
Assets
Slovenia 423,944,495 455,939,057
Foreign markets 1,253,587 6,742,991
Investments in associated companies 1,594,000 -
Total 426,792,082 462,682,048
Investments
Slovenia 2,554,785 17,095,816
Foreign markets - 96,143
Total 2,554,785 17,191,959
25. Profit/loss per share
( in EUR ) 2009 2008
Profit/loss majority owners (44,973,818) (6,094,056)
Weighted number of
issued ordinary shares 8,746,897 8,742,953
Net profit per share (5.14) (0.70)
Adjusted net profit per share (5.14) (0.70)
Net revenue per share is calculated with the distribution of net revenue which belongs to the shareholders,
with the weighted average number of shares which are on the market during the year, with the exception of
the average number of own shares.
26. Comprehensive income per share
( in EUR ) 2009 2008
Comprehensive income majority owners (46,410,593) (46,609,193)
Weighted number of issued ordinary shares 8,746,897 8,742,953
Comprehensive income per share (5.31) (5.33)
Adjusted comprehensive income per share (5.31) (5.33)
27. Dividend per share
In 2008, the payment of dividends amounted to EUR 8,742,384 or EUR 1 per share. In 2009, the com-
pany has not paid dividends.
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28. Financial risks
28. A. Credit risk
Receivables towards buyers do not represent a significant risk for the company, since it mostly operates
with known and reliable buyers, its receivables are insured with the usual insurance instruments, and it has
certain limits of allowed debt for an individual buyer, based on the sales contract. It is evident from explana-
tion 9A that the loan risk is negligible.
28. B. Interest rate risk
The company has been able to partly dismiss this risk in previous years with the use of realization of a
financial instrument in the form of an interest rate shield for its acquired long-term loans. With the interest
rate collar, the company has protected a part of its financial liabilities from possible growth of the referential
interest rate above a certain level. During the second half of 2008, as a result of the emerging economic
crisis, the referential interest rate began to significantly decrease. The decline also continued in 2009, and
that is why the company from the aforementioned financial instrument realized negative effects below the
bottom line due to the decline in the referential interest rate. The derivative was, on the last day of the year,
calculated at fair value and disclosed among other financial liabilities, and the revaluation effect was recogni-
zed as financial expenditure.
Average Interest Change in fin.
Amount of interest Difference rate Decrease in expenditures
( in EUR ) interest rate in % in interest protection interest interest
Actual financial expenditures
with respect to interest 12,547,599 4.24 - - 12,547,599 -
Expenditures in the event of
interest rate increase by 1 % 15,506,938 5.24 2,959,339 - 15,506,938 2,959,339
Expenditures in the event of
interest rate decrease by 1 % 9,588,260 3.24 (2,959,339) 300,000 9,888,260 (2,659,339)
Expenditures in the event of
interest rate increase by 1,5 % 16,986,608 5.74 4,439,009 - 16,986,608 4,439,009
Expenditures in the event of
interest rate decrease by 1,5 % 8,108,590 2.74 (4,439,009) 450,000 8,558,590 (3,989,009)
In the event the interest rate is increased by 1 %, the expenses would rise in the amount of EUR 2,959,339,
and with 1.5 % by EUR 4,439,009.
If the interest rate would decrease by 1 % or 1.5 %, then the expenses would decrease by EUR 2,659,339 or
EUR 3,989,009, if the protection of the interest rate is considered a part of the financial liabilities.
28. C. Currency risk
Currency risk has been negligible with the company's operations in the year 2009, since the structure of
the operations with countries abroad is connected to the euro.
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28. D. Liquidity risk
On the last day of 2009 the company had an excess of current liabilities over current assets in the amount
of EUR 204,503,632. The management of the company evaluates that the company will be able to settle its
current liabilities only upon agreement with banks (the latter act in the role of creditors as well as in the
role of important company owners) on refinancing of the existing short-term loans or on the sale of the
company's long-term assets. The aforementioned could also be settled by the company with sufficient increa-
se of its sustainable resources. So far, no such arrangement with banks nor increase in sustainable resources
of the company has taken place.
28. E. Cash flow risk
Cash flow risk is reflected in the fair value of assets risk. The risk can be controlled with the realized finan-
cial instruments. The company did not insure its fair value risks in 2009; that is why the risk which is seen
in the table below is possible.
Fair value Difference – Difference – Difference –
as at influence on the influence on the influence on liability
( in EUR ) 31/12/2009 value of N-CI revaluation surplus for deferred tax
Balance as at 31 December 2009 48,631,169 - - -
Increase in price by 10 % 53,494,286 4,863,117 3,890,494 972,623
Decrease in price by 10 % 43,768,052 (4,863,117) (3,890,494) (972,623)
Increase in price by 5 % 51,062,727 2,431,558 1,945,247 486,312
Decrease in price by 5 % 46,199,611 (2,431,558) (1,945,247) (486,312)
The calculation of risks pertains to a long-term financial investment into Mercator Poslovni Sistem, which
represent 99.6 % of the value of financial assets intended for sale, which are evaluated according to their fair
value. If an increase or decrease of financial investments' value, which is estimated according to their fair
value, occurs, it is reflected in the increase or decrease of the surplus from revaluation directly in the capital
and, at the same time, with the liability for the deferred tax.
29. Conditional liabilities
The previous management of the company Pivovarna Laško, d. d., in the year which was completed on
31.12.2008, issued a patronage statement addressed to the company Perutnina Ptuj, d. d., with which Pivo-
varna Laško, d. d., guarantees Perutnina Ptuj, d. d., for the fulfilment of liabilities in the amount of EUR
20 million with corresponding interest. Conditional liabilities of Pivovarna Laško, d. d., were, in the annual
report for the year completed on 31.12.2008, not disclosed in accordance with IFRS. On 20.11.2009 Perutnina
Ptuj, d. d., addressed a request to Pivovarna Laško for the return of EUR 11,600,120. The mentioned amount
refers to granted loans, which were approved based on the signed patronage statement of Perutnina Ptuj, d.
d., to the companies Center Naložbe, d. d., and Infond Holding, d. d. Pivovarna Laško, d. d., is examining the
request together with its legal experts and is striving to determine how likely it is that it will have to return
the required amount. Several legal opinions have been obtained to this end. Based on the obtained legal
opinions, the management of the company estimates that there is no obligation for Pivovarna Laško, d. d.,
arising from this to pay the requested amount, which is why the company has not disclosed liability for the
requested amount in its financial accounts.
Conditional liabilities refer to guarantees in the amount of EUR 20,707,552. Guarantees in the amount
of EUR 19,957,552 are guarantees granted to affiliated companies for hired loans at banks, and guarantees
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in the amount of EUR 750,000 to other non-related parties. The affiliated company Radenska, d. d., was
granted a guarantee in the amount of EUR 8,000,000, and the affiliated company Pivovarna Union, d. d.,
was granted a guarantee in the amount of EUR 5,000,000, and to affiliated company Fructal, d. d., in the
amount of EUR 6,957,552.
Among other conditional liabilities, we shall particularly mention the potential liability for the payment of
corporate income tax after the implemented tax inspection audit of corporate income tax in the year 2007.
In 2009 a tax inspection audit was held in Pivovarna Laško, d. d., on the corporate income tax for the year
2007, and a minute was issued on 5.1.2010, in which the tax authority complains of irregularities resulting
in an increase of the tax base for the corporate income tax return. According to the interpretation of the tax
authority, revenues for the year 2007 should be increased by EUR 25,055,540, and expenses decrease by
EUR 215,690. The potential increase of revenues refers to the sale of shares of Istrabenz (ITBG) at prices
from option contracts, which were on the day the transaction was carried out lower than the market prices.
On 3.2.2010 the company submitted to the Special Tax Office their comments on the minutes, in which the
company refuses the reproaching irregularities as unfounded. Based on the submitted comments, the tax
authority expanded the tax procedure and has not yet provided its response.
30. Business combinations
There were no business combinations in 2009.
31. Receipts of the management and the employees according to individual contracts
The company is managed by the Management and Supervisory Boards, whose earnings are represented
in the tables below:
( in EUR ) 2009 2008
MANAGEMENT BOARD
Fixed part of receipts 191,373 192,000
Variable part (incentive) 16,580 37,934
Benefits 152,000 -
Total 359,953 229,934
Fixed part Variable part
( in EUR ) of receipts (incentive) Benefits Total
MANAGEMENT BOARD
Boško Šrot 100,382 16,580 152,000 268,962
Dušan Zorko 90,991 - - 90,991
Total 191,373 16,580 152,000 359,953
The management has one member. Mr Boško Šrot was director of the company until 23 July 2009. On
23 July 2009 the Supervisory Board accepted his letter of resignation and appointed to his position Dušan
Zorko, MSc, for the period of five years. Mr Dušan Zorko began his five-year term of office on 24 July 2009.
On the basis of individual contracts, 11 employees received a salary in 2009. Upon replacing the company
director, some other changes were made to particular management and administrative people. Earnings
received by employees in 2009, based on their individual contracts, are indicated in the below table:
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( in EUR ) 2009 2008
INDIVIDUAL CONTRACTS
Fixed part of receipts 889,048 632,406
Variable part (incentive) 30,393 158,538
Benefits 159,508 -
Total 1,078,949 790,944
In 2009 members of the Supervisory Board of Pivovarna Laško, d. d., received attendance fees in the total
amount of EUR 22,740, in accordance with Article 30 of the Statute and the decision of the last General
Meeting.
( in EUR ) 2009 2008
SUPERVISORY BOARD
Anton Turnšek 4,793 9,675
Boris Završnik 4,388 16,239
Iztok Seničar 1,937 9,717
Aleksander Svetelšek 362 -
Marjan Mačkošek 990 -
Vladimir Malenković 1,096 -
Bojan Košak 4,158 9,600
Andrej Kebe 4,158 9,600
Simon Zdolšek 858 9,744
Mirko Kaluža - 3,551
Mirjana Dimc Perko - 3,551
Marko Jugovič - 3,551
Total 22,740 75,228
32. Operations with related parties
32. A. Sales to related companies
( in EUR ) 2009 2008
Radenska, d. d. Radenci 627,158 831,987
Vital Mestinje, d. o. o. 1,094 3,991
Skupina Union 11,938,913 8,551,565
Delo, d. d. Ljubljana - 4,985
Jadranska Pivovara – Split, d. d. 661,109 3,955,617
Total 13,228,274 13,348,145
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31. B. Purchases from related companies
( in EUR ) 2009 2008
Radenska, d. d. Radenci 2,435,374 2,926,114
Vital Mestinje, d. o. o. 423,704 555,690
Skupina Union 19,898,396 22,516,384
Delo, d. d. Ljubljana 30,365 15,636
Jadranska Pivovara – Split, d. d. 1,157,000 1,639,288
RA&LA, d. o. o. Sarajevo 249,846 255,893
Total 24,194,685 27,909,005
The sales and purchases are shown in gross value with charged VAT. The purchases at subsidiaries refer
to the purchase of merchandise in the Horeca channel
Receivables and liabilities from sale/purchasing from associated companies
( in EUR ) 2009 2008
Receivables from operating to subsidary companies
Radenska, d. d. Radenci 51,992 117,473
Vital Mestinje, d. o. o. 49 137
Skupina Union 1,940,742 839,515
Delo, d. d. Ljubljana - 4,985
Jadranska Pivovara – Split, d. d. 2,373,753 2,300,706
Value adjustments of claims to Jadranska Pivovara – Split, d. d. (2,373,753) -
Total 1,992,783 3,262,816
Liabilities from operating to subsidary companies
Radenska, d. d. Radenci 379,807 349,052
Vital Mestinje, d. o. o. 26,395 80,865
Skupina Union 4,350,385 2,816,919
Delo, d. d. Ljubljana 2,100 4,985
Jadranska Pivovara – Split, d. d. 58,953 22,264
RA&LA, d. o. o. Sarajevo 4,421 -
Total 4,822,061 3,274,085
In 2009 the company, for receivables against the affiliated company Jadranska Pivovara – Split, d. d., in
the amount of EUR 2,373,753, completely corrected the value of the receivable.
32. C. Loans obtained from related companies
( in EUR ) 2009 2008
Radenska, d. d. Radenci 20,400,000 16,600,000
Skupina Union 6,000,000 4,800,000
Firma Del, d. o. o. Laško 42,985 42,985
Total 26,442,985 21,442,985
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32. D. Loans given to related companies
( in EUR ) 2009 2008
Companies of the Group
Jadranska Pivovara – Split, d. d. (long-term loan) 5,149,262 -
Delo, d. d. Ljubljana (short-term loan) - 2,600,000
Value adjustments of given loans to Jadranska Pivovara – Split, d.d (5,149,262) -
Total companies of the Group - 2,600,000
Other related companies
Infond Holding, d. d. Maribor 1,699,613 -
Center Naložbe, d. d. Maribor 5,900,000 -
Value adjustments of given loans (7,599,613) -
Total other related companies - -
Total - 2,600,000
In 2009 the company approved short-term loans to Jadranska Pivovara – Split, d. d., for EUR 5,149,262 for
severance pay and for the settlement of liabilities to the bank, for which the company had signed a guarantee
statement in the past. The company formed a value correction and recognized financial expenses for the total
value of granted loans to the aforementioned company due to its poor financial situation.
In 2009, Pivovarna Laško, d. d., granted to the companies Infond Holding, d. d., and Center Naložbe, d. d.,
which were during the period of loan approval its parent companies, loans in the amount of EUR 7,600,000,
which have not been returned at their maturity. Therefore the company evaluates that due to insolvency and
introduction of bankruptcy proceedings or receivership in the companies Infond Holding, d. d., and Center
Naložbe, d. d., it is very likely that the loans will not be returned, which is why the company formed a value
correction for the total amount of granted loans.
Financial revenues
( in EUR ) 2009 2008
Companies of the Group
Radenska, d. d. Radenci - 2,795,925
Skupina Union - 3,054,296
Delo, d. d. Ljubljana 59.906 674.395
Jadranska Pivovara – Split, d. d. 107.474 189.284
Total companies of the Group 167.380 6,713,900
Other related companies
Infond Holding, d. d. Maribor 17.326 -
Center Naložbe, d. d. Maribor 114.103 -
Total other related companies 131.429 -
Total 298.809 6,713,900
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Financial expenses
( in EUR ) 2009 2008
Companies of the Group
Radenska, d. d. Radenci 1,035,693 71,277
Skupina Union 383,434 203,420
Jadranska Pivovara – Split, d. d. 15,800,431 14,126,598
Total companies of the Group 17,219,558 14,401,295
Other related companies
Infond Holding, d. d. Maribor 1,716,939 -
Center Naložbe, d. d. Maribor 5,979,335 -
Total other related companies 7,696,274 -
Total 24,915,832 14,401,295
Guarantees given to associated companies
( in EUR ) 2009 2008
Companies of the Group
Jadranska Pivovara – Split, d. d. (for bank loans) 5,110,524 8,000,000
Fructal, d. d. Ajdovščina (RARG 662,624 – for bank loans) 6,957,552 -
Radenska, d. d. Radenci (for bank loans) 8,000,000 -
Pivovarna Union, d. d. Ljubljana (for bank loans) 5,000,000 -
Total 25,068,076 8,000,000
Value adjustments of guarantee in Jadranska Pivovara – Split, d.d. (5,110,524) -
Total companies of the Group 19,957,552 8,000,000
Other related companies
Center Naložbe, d. d. Maribor (RARG 345,304 for bank loans) 3,625,692 -
Value adjustments of guarantee (3,625,692) -
Total other related companies - -
On 31.12.2009 the company completely disposed in debit of financial expenses the granted guarantee
to the affiliated company Jadranska Pivovara – Split, d. d., for granted bank loans in the amount of EUR
5,110,524 and disclosed it as a short-term or long-term provision. In addition, the company will also dispose
of the granted guarantee to the company Center Naložbe, d. d., in the amount of EUR 3,625,692.
33. Events after the balance sheet had been prepared
Termination of the procedure on decision on the petition for initiation of the bankruptcy pro-ceeding against the company Center Naložbe, d. d.
The District Court in Maribor decided with a decree of 18 January 2010 to terminate the procedure of
deciding on the petition of the creditor companies Pivovarna Laško, d. d., Pivovarna Union, d. d., Radenska,
d. d., Delo, d. d., and Fructal, d. d., for the initiation of bankruptcy proceedings against the debtor Center
Naložbe, d. d., until the completion of the receivership against Center Naložbe, d. d. The procedure on de-
ciding on the petition of credit companies for the initiation of bankruptcy proceedings against the company
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Center Naložbe, d. d., is thus terminated until the completion of the receivership against the company Center
Naložbe, d. d.
Appointing new dirctor in the affiliated company RA & LA, d. o. o., Sarajevo
On 28.2.2010, the term of the company's director, Mr Marko Božiček, ended by mutual agreement. Mr
Šerif Krajišnik was appointed as the new compay director for a term of four years, with the beginning of the
term of office on 1.3.2010.
Report on findings of special audit
On 9.3.2010, Pivovarna Laško, d. d., received the »Report on findings of the special audit of the manage-
ment of particular operations of Pivovarna Laško Group« (hereinafter: report), which was, on the basis of the
general meeting decision of 31.8.2009, prepared by BDO Revizija, d. o. o., družba za revidiranje, Ljubljana.
In accordance with Article 320 of the Companies Act ZGD-1, the company management sent the report to all
members of the Supervisory Board.
The Supervisory Board addressed the report and got acquainted with its content at the 17th regular me-
eting on 30.3.2010. Based on the Management Board findings indicating that other transactions were also
conducted which were in terms of content related to those discussed and were not yet included in the report
by the special audit, it was recommended to the Management Board by the Supervisory Board to conduct a
thorough check of these particular transactions. The Management and the Supervisory Boards shall inform
the General Meeting of Shareholders with this report at an ordinary session of the General Meeting of Sha-
reholders.
Decision of the High Commercial Court in Celje on the annulment of the decision made by the register court
On 11 March 2010, Pivovarna Laško, d. d., adopted a decision of the High Commercial Court in Celje, by
which the mentioned court annulled the decision made by the register court. It concerns a register matter of
the petitioner PanSlovenian Shareholders' Association, in which the register court dismissed the petitioner's
suggestion for entering two new members of the Supervisory Board, who were appointed at a so-called
»spontaneous« or »staircase« assembly. The High Commercial Court in its explanatory note clarified that
the register court in a non-contentious procedure cannot decide on the content in the event a lawsuit is alre-
ady pending in the same subject matter, and should thus terminate the procedure until the decision of the
pending lawsuit. We must add that the District Court in Celje has already reached a decision in this lawsuit
saying that the decisions of a so-called »spontaneous« or »staircase« assembly are null. The decision is not
final.
Denationalization claims in Radenska, d. d., Radenci
In 1993, denationalization beneficiary Mr Rudolf Höhn-Šarič, Baltimore, United States, submitted an
application for denationalization of nationalized property. The application submitted refers to return of the
ownership share in the then-company and subordinated return into ownership and possession of properties
and payment of compensation. In nature this represents the majority of lands and facilities within the spa
resort in Radenci and part of lands and facilities on the site of the current bottling plant in Boračeva.
In July 2009 the Supreme Court of the Republic of Slovenia in its audit report ruled that the beneficiary,
Mr Rudolf Höhn-Šarič, has been deemed a Yugoslav and Slovenian citizen since 28 August 1945. The que-
stion of nationality represented a previous question in this procedure. Based on the decision of the Supreme
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Court on recognition of the beneficiary's nationality, the competent administrative unit at the end of Febru-
ary 2010 submitted three preliminary submissions of the beneficiary or his commissioner, which describe
in more detail the scope of the claim for the return of the nationalized property. Documentation is not yet
complete. In the current procedure Radenska, d. d., Radenci, as a person liable in March 2010 submitted
to the competent administrative unit a request for the delivery of other documents and an application for
extension of time until the identification of stipulations from the preliminary submission.
Information about the current state in Jadranska Pivovara – Split, d. d.
On 11 March 2010 the Commercial Court in Split, due to insurance of a non-monetary claim of the petitio-
ner Shareholders' Association of Jadranska Pivovara – Split, d. d., issued a temporary injunction, with which
it forbade Jadranska Pivovara – Split, d. d., to dispose or in any other way dispose of the rights arising from
ownership of the property and shares of the company. Any disposition opposed to the temporary injunction
is without legal effect. Jadranska Pivovara – Split, d. d., lodged an appeal against the temporary injunction
because it believes that the aforementioned temporary injunction was issued as unfounded. The competent
court has not yet made a decision about the appeal.
In Jadranska Pivovara – Split, d. d., a gradual production stoppage began on 1 April 2010 due to rationaliza-
tion because the management of the company failed to conclude an agreement with potential buyers for the
purchase of assets of Jadranska Pivovara. It is expected that Jadranska Pivovara will continue with bottling
of Kaltenberg beer by the end of May, which is to be produced at Pivovarna Laško, d. d. Pivovarna Laško and
Jadranska Pivovara will provide financial resources for the settlement of accounts payable, banks and those
employed at Jadranska Pivovara. Pivovarna Laško will continue with an active search for a buyer of the assets
of Jadranska Pivovara.
Change in the Management Board of the affiliated company Fructal, d. d., Ajdovščina
The chairman of the Management Board of Fructal, d. d., Ajdovščina, Mr Anton Balažič, submitted a letter
of resignation of 31 March 2010, and on 1 April 2010 the Supervisory Board appointed Mr Drago Kavšek as
the new chairman of the Management Board.
Transactions with related parties of Pivovarna Laško Group
As at 31 March 2010 Pivovarna Laško, d. d., discloses a liability to companies in Pivovarna Laško Group
arising from short-term loans received in the amount of EUR 39,900,000, from which EUR 8,200,000 to
Pivovarna Union, d. d., Ljubljana, and EUR 31,700,000 to Radenska, d. d., Radenci.
Sale of shares of Večer, d. d., Maribor
The sale of investment in shares of Večer, d. d., Maribor, was initiated in January 2010. A thorough busi-
ness and legal inspection of the company Večer, d. d. was conducted and a public tender prepared, which was
publicly announced in March 2010.
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4.1.9 STATEMENT OF THE MANAGEMENT
The Board of Managers is responsible for preparation of the annual report of Pivovarna Laško Company
and non-consolidated financial statements in a way that reflects a fair state of property and financial state-
ments prepared according to the International Financial Reporting Standards (IFRS) and the Statute of the
company, and complying with relevant laws and regulations of Slovenian legislation for 2009.
The Board of Managers confirms the financial statements and the explanatory notes in accordance with
the guidelines of the company Pivovarna Laško for the year ended at 31 December 2009 and declares:
• that non-consolidated financial statements were prepared assuming that the Company will be able to
continue business in future,
• that accepted accounting policies have been used consistently and the changes in accounting policies
were disclosed,
• that the assessments of the value of each item in the financial statements were prepared fairly and deli-
berately and in accordance with the principles of prudence and good management,
• those financial statements were prepared in accordance with the legislation in force and the Slovenian
Financial Reporting Standards.
The Management Board is responsible for the implementation of measures which provide maintenance
of the value of property of the company and for the prevention and detection of fraud and other irregularities.
Laško, 31 March 2010
Pivovarna Laško, d. d.
Management Board – Director
Dušan Zorko, MSc.
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A u d i t e d c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s o f P i v o v a r n a L a š k o G r o u p f o r t h e y e a r 2 0 0 9 , b y I F R S
4.2.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF PIVOVARNA LAŠKO GROUP AS AT 31.12.2009
( in EUR ) Expl. note 2009 2008
ASSETS
Non-current assets 564,998,357 624,040,291
Intangible fixed assets 1 133,038,904 167,063,603
Property, plant and equipment 2 226,947,462 236,903,804
Investment properties 3 7,398,396 13,510,515
Non-current investments in subsidiaries 4.A 258,918 267,640
Available-for-sale financial assets 4.C 30,829,924 197,281,029
Investments in associated companies 4.B 138,836,076 4,804,454
Investments in possession until maturity 4.D - 12,500
Long-term loans 5 6,603,695 2,548,463
Long-term operating receivables 6 744,239 1,648,283
Long-term deferred tax receivables 7 20,340,743 -
Current assets 116,256,468 186,379,103
Non-current assets held for sale 8 12,874,507 1,666,506
Inventories 9 37,987,391 42,308,377
Short-term operating receivables 10.A 49,764,422 56,303,249
Short-term receivables for overpaid income tax 10.B 2,338,805 6,854,113
Short-term loans 11 11,086,139 77,042,121
Derivatives 12.B 1,213,547 13,630
Cash in banks, cheques and cash in hand 13 991,657 2,191,107
Deferred costs and accrued revenues 14 541,321 855,918
Total current assets 116,797,789 187,235,021
TOTAL ASSETS 681,796,146 811,275,312
4.2
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4.2.1 CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF PIVOVARNA LAŠKO GROUP AS AT 31.12.2009 (continuation)
( in EUR ) Expl. note 2009 2008
EQUITY 162,594,380 295,977,383
Minority capital 16 9,977,067 16,756,301
Majority capital 15 152,617,313 279,221,082
Share capital 36,503,305 36,503,305
Capital reserves 78,908,924 102,377,721
Profit reserves 3,650,330 44,405,596
Revaluation surplus 33,554,754 2,030,621
Net profit and loss from previous years - 92,268,710
Net profit and loss - 1,635,129
LIABILITIES 519,201,766 515,297,929
Non-current reservations 17 9,716,064 9,054,082
Non-current employee liabilities 17.A 6,325,573 6,324,696
Non-current reservations 17.B 3,390,491 2,729,386
Non-current liabilities 18 127,272,882 239,128,694
Non-current financial liabilities 18.A 127,261,406 221,011,550
Non-current operating liabilities 18.B 11,476 111,108
Non-current deferred tax liabilities 7 - 18,006,036
Current liabilities 19 373,324,159 261,434,012
Current operating liabilities 19.A 44,823,086 53,175,242
Current tax payment liabilities 19.B 1,651,622 1,019,224
Current financial liabilities 19.C 326,849,451 207,239,546
Accrued costs and deferred revenues 20 8,888,661 5,681,141
Total current liabilities 382,212,820 267,115,153
TOTAL LIABILITIES TO ASSET RESOURCES 681,796,146 811,275,312
The explanatory notes and policies on pages 191 to 240 are an integral part of the financial statements of
Pivovarna Laško Group.
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4.2.2. CONSOLIDATED PROFIT AND LOSS STATEMENT OF PIVOVARNA LAŠKO GROUP FOR THE PERIOD 1.1.–31.12.2009
( in EUR ) Expl. note 2009 2008
Net sales revenues 21 327,026,846 360,028,307
Changes in inventories of products and work in progress 21 1,316,584 10,781
Capitalized own products and their services 21 35,818 62,364
Other operating revenues 21 8,428,658 13,322,327
Costs of goods, material and services 21 (200,785,891) (240,428,436)
Employee benefit expenses 21 (64,471,310) (62,097,162)
Amortization and depreciation
of intangible and tangible fixed assets 21 (28,000,182) (29,716,424)
Non-current reservations 21 (1,085,846) (144.882)
Write-downs of value 21 (39,862,267) (8,729,244)
Other operating revenues 21 (7,832,328) (6,607,458)
OPERATING PROFIT (5,229,918) 25,700,173
Financial revenues 22 5,622,536 11,911,828
Financial expenditures 22 (210,561,567) (36,302,694)
Share of loss/profit in associated companies 23 10,271,857 1,259,654
PROFIT BEFORE TAXATION (199,897,092) 2,568,961
Deferred tax 24 40,576,837 5,353,311
Tax 24 (2,779,391) (4,066,690)
NET PROFIT/LOSS OF ACCOUNTING PERIOD (162,099,646) 3,855,582
Minority owner's share of the net profit (5,149,147) 215.824
Majority owner's share of the net profit (156,950,499) 3,639,758
Profit/loss per majority owner's share
Net profit/loss per share (17.9420) 0.4161
Adjusted net profit/loss per share (17.9420) 0.4161
The explanatory notes and policies on pages 191 to 240 are an integral part of the financial statements of
Pivovarna Laško Group.
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4.2.3. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME OF PIVOVARNA LAŠKO GROUP FOR THE PERIOD 1.1.–31.12.2009
( in EUR ) 2009 2008
Net profit/loss of accounting period (162,099,646) 3,855,582
OTHER COMPREHENSIVE INCOME
Financial assets for sale 33,587,148 (19,560,846)
Profit/loss from property revaluation - 11,977,223
Deferred taxes from revaluation (1,946,192) 992.395
OTHER COMPREHENSIVE INCOME 31,640,956 (6,591,228)
TOTAL COMPREHENSIVE PROFIT (130,458,690) (2,735,646)
Other comprehensive profit 31,640,956 (6,591,228)
Minority owner's share 116,823 (2,621,646)
Majority owner's share 31,524,133 (3,969,582)
Total comprehensive profit (130,458,690) (2,735,646)
Minority owner's share (5,032,324) (2,405,822)
Majority owner's share (125,426,366) (329,824)
The explanatory notes and policies on pages 191 to 240 are an integral part of the financial statements of
Pivovarna Laško Group.
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4.2.
4 C
ON
SOLI
DAT
ED S
TATE
MEN
T O
F C
HA
NG
ES IN
EQ
UIT
Y O
F PI
VOVA
RN
A L
AŠK
O G
RO
UP
FOR
TH
E PE
RIO
D 1
.1.–
31.12
.20
09
Net
To
tal m
ajor
ity
Shar
e C
apita
l Le
gal
Res
erve
s fo
r Tr
easu
ry
Oth
er p
rofit
To
tal p
rofit
pr
ofit f
rom
N
et
Rev
alua
tion
owne
r's
Min
ority
T
OTA
L (
in E
UR
) ca
pita
l re
serv
es
rese
rves
tr
easu
ry s
hare
s sh
ares
re
serv
es
rese
rves
pr
evio
us y
ears
pr
ofit
surp
lus
capi
tal
capi
tal
CA
PIT
AL
1 Ja
nuar
y 20
09
36,5
03,3
05
102,
377,
721
25
,606
,794
50
9,19
2 (5
09,1
92)
18,7
98,8
02
44,4
05,5
96
92,2
68,7
10
1,63
5,12
9
2,03
0,62
1
279,
221,
082
16
,756
,301
29
5,97
7,38
3
Tra
nsac
tions
with
ow
ners
I
ncre
ase
of tr
easu
ry s
hare
s -
- -
- (1
,175
,347
) -
(1,1
75,3
47)
- -
- (1
,175
,347
) -
(1,1
75,3
47)
Dis
posa
l of o
wn
shar
es
- -
- -
189,
384
- 18
9,38
4 -
- -
189,
384
- 18
9,38
4 P
aym
ent o
f div
iden
ds
- -
- -
- -
- -
- -
- (1
45,3
74)
(145
,374
) I
ncre
ases
/dec
reas
es o
f cap
ital c
ompo
nent
s -
- -
- -
- -
- -
- -
(370
,917
) (3
70,9
17)
Oth
er c
hang
es
- -
- -
- -
- -
- -
- (1
,230
,619
) (1
,230
,619
) T
otal
Tra
nsac
tions
with
ow
ners
-
- -
- (9
85,9
63)
- (9
85,9
63)
- -
- (9
85,9
63)
(1,7
46,9
10)
(2,7
32,8
73)
C
hang
es in
com
preh
ensi
ve in
com
e
N
et p
rofit
for
the
year
-
- -
- -
- -
- (1
56,9
50,4
99)
- (1
56,9
50,4
99)
(5,1
49,1
47)
(162
,099
,646
) R
eval
uatio
n su
rplu
s of
fina
ncia
l inv
estm
ents
-
- -
- -
- -
- -
33,4
41,1
20
33,4
41,1
20
146,
028
33,5
87,1
48
Rel
ated
taxe
s w
ith it
ems
of c
ompr
ehen
sive
inco
me
- -
- -
- -
- -
- (1
,916
,987
) (1
,916
,987
) (2
9,20
5)
(1,9
46,1
92)
Tot
al C
hang
es in
com
preh
ensi
ve in
com
e -
- -
- -
- -
- (1
56,9
50,4
99)
31,5
24,1
33
(125
,426
,366
) (5
,032
,324
) (1
30,4
58,6
90)
Cha
nges
in c
apita
l
D
istr
ibut
ion
of n
et p
rofit
acc
ordi
ng to
man
ager
ial d
ecis
ions
-
(23,
468,
797)
(2
1,95
6,46
4)
- -
(17,
614,
513)
(3
9,57
0,97
7)
(93,
910,
725)
15
6,95
0,49
9
- -
- -
Cov
er lo
ss
- -
- -
- -
- 1,
635,
129
(1
,635
,129
) -
- -
- C
reat
ion
of r
eser
ves
for
own
shar
es
- -
- 1,
190,
962
-
(964
,843
) 22
6,11
9 14
6,26
0 -
- 37
2,37
9 -
372,
379
Dra
win
g re
serv
es fo
r ow
n sh
ares
-
- -
(336
,954
) -
- (3
36,9
54)
- -
- (3
36,9
54)
- (3
36,9
54)
Oth
er
- -
- -
131,
955
(219
,446
) (8
7,49
1)
(139
,374
) -
- (2
26,8
65)
- (2
26,8
65)
Tot
al C
hang
es in
cap
ital
- (2
3,46
8,79
7)
(21,
956,
464)
85
4,00
8 13
1,95
5 (1
8,79
8,80
2)
(39,
769,
303)
(9
2,26
8,71
0)
155,
315,
370
-
(191
,440
) -
(191
,440
)
31
Dec
embe
r 20
09
36,5
03,3
05
78,9
08,9
24
3,65
0,33
0
1,36
3,20
0
(1,3
63,2
00)
- 3,
650,
330
-
- 33
,554
,754
15
2,61
7,31
3
9,97
7,06
7
162,
594,
380
The
exp
lana
tory
not
es a
nd p
olic
ies
on p
ages
191 t
o 24
0 a
re a
n in
tegr
al p
art o
f the
fina
ncia
l sta
tem
ents
of P
ivov
arna
Laš
ko G
roup
.
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4.2.
5 C
ON
SOLI
DAT
ED S
TATE
MEN
T O
F C
HA
NG
ES IN
EQ
UIT
Y O
F PI
VOVA
RN
A L
AŠK
O G
RO
UP
FOR
TH
E PE
RIO
D 1
.1.–3
1.12.
200
8
Net
To
tal m
ajor
ity
Sh
are
Cap
ital
Lega
l R
eser
ves
for
Trea
sury
O
ther
pro
fit
Tota
l pro
fit
profi
t fro
m
Net
R
eval
uatio
n ow
ner'
s M
inor
ity
TO
TAL
( in
EU
R )
capi
tal
rese
rves
re
serv
es
trea
sury
sha
res
shar
es
rese
rves
re
serv
es
prev
ious
yea
rs
profi
t su
rplu
s ca
pita
l ca
pita
l C
AP
ITA
L
1 Ja
nuar
y 20
08
36,5
03,3
05
102,
377,
721
25
,606
,794
30
5,46
2 (3
05,4
62)
20,5
26,6
23
46,1
33,4
17
61,9
49,8
99
48,2
84,9
62
6,00
0,20
3
301,
249,
507
21
,680
,486
32
2,92
9,99
3
Tra
nsac
tions
with
ow
ners
I
ncre
ase
of tr
easu
ry s
hare
s -
- -
- (8
54,3
24)
- (8
54,3
24)
- -
- (8
54,3
24)
- (8
54,3
24)
Dis
posa
l of o
wn
shar
es
- -
- -
363,
855
- 36
3,85
5 -
- -
363,
855
- 36
3,85
5 P
aym
ent o
f div
iden
ds
- -
- -
- -
- (8
,742
,384
) -
- (8
,742
,384
) (3
28,9
48)
(9,0
71,3
32)
Oth
er in
crea
ses/
decr
ease
s -
- -
- -
- -
72,7
80
- -
72,7
80
(2,1
89,4
15)
(2,1
16,6
35)
Tota
l Tra
nsac
tions
with
ow
ners
-
- -
- (4
90,4
69)
- (4
90,4
69)
(8,6
69,6
04)
- -
(9,1
60,0
73)
(2,5
18,3
63)
(11,
678,
436)
Cha
nges
in c
ompr
ehen
sive
inco
me
Net
pro
fit fo
r th
e ye
ar
- -
- -
- -
- -
3,63
9,75
8
- 3,
639,
758
21
5,82
4 3,
855,
582
Rev
alua
tion
surp
lus
of p
rope
rty,
pla
nt a
nd e
quip
men
t -
- -
- -
(3,5
44,2
94)
(3,5
44,2
94)
(8,9
99,0
82)
- 11
,703
,904
(8
39,4
72)
273,
319
(566
,153
) R
eval
uatio
n su
rplu
s of
fina
ncia
l inv
estm
ents
-
- -
- -
- -
- -
(16,
665,
881)
(1
6,66
5,88
1)
(2,8
94,9
65)
(19,
560,
846)
Rel
ated
taxe
s w
ith it
ems
of c
ompr
ehen
sive
inco
me
- -
- -
- -
- -
- 99
2,39
5 99
2,39
5 -
992,
395
Tot
al C
hang
es in
com
preh
ensi
ve in
com
e -
- -
- -
(3,5
44,2
94)
(3,5
44,2
94)
(8,9
99,0
82)
3,63
9,75
8
(3,9
69,5
82)
(12,
873,
200)
(2
,405
,822
) (1
5,27
9,02
2)
Cha
nges
in c
apita
l
D
istr
ibut
ion
of n
et p
rofit
-
- -
- -
- -
48,2
84,9
62
(48,
284,
962)
-
- -
- D
istr
ibut
ion
of n
et p
rofit
acc
ordi
ng to
man
ager
ial d
ecis
ions
-
- -
- -
2,22
9,67
4
2,22
9,67
4
(341
,627
) (1
,888
,047
) -
- -
- C
reat
ion
of r
eser
ves
for
own
shar
es
- -
- 20
3,73
0 -
- 20
3,73
0 -
- -
203,
730
- 20
3,73
0 D
raw
ing
rese
rves
for
own
shar
es
- -
- -
286,
739
(413
,201
) (1
26,4
62)
44,1
62
(116
,582
) -
(198
,882
) -
(198
,882
) T
otal
Cha
nges
in c
apita
l -
- -
203,
730
286,
739
1,81
6,47
3
2,30
6,94
2
47,9
87,4
97
(50,
289,
591)
-
4,84
8 -
4,84
8
31
Dec
embe
r 20
08
36,5
03,3
05
102,
377,
721
25
,606
,794
50
9,19
2 (5
09,1
92)
18,7
98,8
02
44,4
05,5
96
92,2
68,7
10
1,63
5,12
9
2,03
0,62
1
279,
221,
082
16
,756
,301
29
5,97
7,38
3
The
exp
lana
tory
not
es a
nd p
olic
ies
on p
ages
191 t
o 24
0 a
re a
n in
tegr
al p
art o
f the
fina
ncia
l sta
tem
ents
of P
ivov
arna
Laš
ko G
roup
.
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4.2.6 CONSOLIDATED STATEMENT OF CASH FLOWS OF PIVOVARNA LAŠKO GROUP FOR THE PERIOD 1.1.–31.12.2009
( in EUR ) Expl. note 2009 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations 25 60,689,273 56,665,974
Income tax paid (2,478,505) (13,069,652)
Net cash generated from operating activities 58,210,768 43,596,322
CASH FLOWS FROM INVESTING ACTIVITIES
Cash payments for financial assets
on associated company 4.C (3,837,454) (3,544,800)
Purchase of property, plant and equipment 2 (11,663,967) (59,365,842)
Profits/losses in disposals and purchase
of property, plant and equipment 2 193.774 2,105,749
Purchase of intangible assets 1 (1,929,325) (2,755,332)
Purchase/sale of available-for-sale financial assets 4.B,11 (48,577,164) 563.521
Interest received 22 4,648,146 5,257,457
Dividends 22 - 7,914,024
Net cash generated/used in investing activities (61,165,990) (49,825,223)
CASH FLOWS FROM FINANCING ACTIVITIES
Interest paid 22 (22,972,652) (26,367,303)
Purchase of treasury shares 15 (985,963) (50,706)
Decrease of capital - (2,602,616)
Proceeds from borrowings 18,19 258,537,166 1,270,684,221
Repayments of borrowings 18,19 (232,677,404) (1,226,267,121)
Dividends paid to companys shareholders 15 (145,374) (9,071,332)
Net cash used/generated in financing activities 1,755,773 6,325,143
NET DECREASE/INCREASE
IN CASH AND CASH EQUIVALENTS (1,199,449) 96,242
Cash and cash equivalents at the beginning of the year 2,191,107 2,094,865
Cash and cash equivalents at the end of the year 991,658 2,191,107
The explanatory notes and policies on pages 191 to 240 are an integral part of the financial state-
ments of Pivovarna Laško Group.
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4.2.7 EXPLANATORY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
GENERAL INFORMATION
The main activities of the Pivovarna Laško Group (the Group) are: production of beer, mineral and spring
waters, soft drinks and syrups for the production of beverages, distilled spirits, wholesale service and new-
spaper publishing activity.
Pivovarna Laško, d. d., is the parent company of Pivovarna Laško Group with headquarters in Slovenia:
Trubarjeva ulica 28, 3270 Laško.
The Group's ordinary shares are quoted on the Ljubljana Stock Exchange under the designation PILR. The
Group's share capital totals EUR 36,503,304.96 representing 8,747,652 ordinary freely negotiable registered
no-par-value shares. No limitations on the payment of dividends and other equity payments exist.
The Group operates on the basis of the unlimited business operation assumption.
The consolidated financial statements were approved on 31 March 2010 by the company's Management
Board.
ACCOUNTING POLICIES
1. Base for the preparation of the reportIn the year 2009 the same accounting policies were applied as in the preceding years.
The financial statements are prepared in accordance with the International Financial Reporting Standards
as adopted by the European Union, which include the standards and interpretations issued by the IASB and
SIC. The consolidated financial statements have been compiled in compliance with the International Finan-
cial Reporting Standards (IFRS). The main accounting policies used in the preparation of these consolidated
financial statements are indicated in the continuation:
a) Standards and interpretations effective in the current periodThe following amendments to the existing standards issued by the International Accounting Standards
Board and interpretations issued by the International Financial Reporting Interpretations Committee are
effective for the current period:
• IFRS 8 »Operating Segments«, adopted by the EU on 21.11.2007, subject to annual periods beginning
on or after 1.1.2009.
• IFRS 1 »First-Time Adoption of IFRS« and IAS 27 »Consolidated and Separate Financial Statements« –
cost of investment in a subsidiary, jointly-controlled entity or associate, adopted by the EU on 23.1.2009
(effective for annual periods beginning on or after 1.1.2009).
• IFRS 4 »Insurance Contracts« and IFRS 7 »Financial instruments: disclosures« – improving disclosure
on financial instruments adopted by the EU on 27.11.2009 (subject to annual periods beginning on or
after 1.1.2009).
• IAS 32 »Financial Instruments: Presentation« and IAS 1 »Presentation of Financial Statements« – put-
table financial instruments and obligations arising from liquidation adopted by the EU on 21.1.2009
(subject to annual periods beginning on or after 1.1.2009).
• IAS 39 »Financial Instruments: Recognition and Measurement« and IFRS 7 »Financial Instruments:
Disclosures« – reclassification of financial assets adopted by the EU on 9.9.2009 (effective on or after
1.7.2008).
• IAS 1 (revised) »Presentation of Financial Statements« – a revised presentation adopted by the EU on
17.12.2009 (subject to annual periods beginning on or after 1.1.2009).
• IAS 23 (revised) »Borrowing Costs«, adopted by the EU on 10.12.2008 (subject to annual periods begin-
ning on or after 1.1.2009). From that date, the necessary expenses for interest on loans are earmarked for
compulsory capitalized fixed assets.
• IFRS 2 »Share Based Payment« – required conditions and cancellations, adopted by the EU on 16.12.2008
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(subject to annual periods beginning on or after 1.1.2009).
• IFRIC 9 »Reassessment to Embedded Derivatives« and IAS 39 »Financial Instruments: Recognition and
Measurement« – embedded derivatives adopted by the EU on 30.11.2009 (effective for annual periods
ending on or after 1.1.2009).
• IFRIC 11 »IFRS 2 – Group and Treasury Share Transactions«, adopted by the EU on 1.6.2007 (effective
for annual periods beginning on or after 1.3.2008).
• IFRS 13 »Customer Loyalty Programmes«, adopted by the EU on 16.12.2008 (effective for annual periods
beginning on or after 1.1.2009).
• IFRIC 14 »IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their
Interaction«, adopted by the EU on 16.12.2008 (subject to annual periods beginning on or after 1.1.2009).
The adoption of these amendments to the existing standards and interpretations has not led to any chan-
ges in the company's accounting policies.
b) Standards and interpretations issued by IASB not yet adopted by the EUAt the date of authorization by the EU of these financial statements, the following standards, revisions and
interpretations were in issue but not yet effective:
• IFRS 1 (revised) »First-Time Adoption of IFRS«, adopted by the EU on 25.11.2009 (effective for annual
periods beginning on or after 1.1.2010).
• IFRS 3 (revised) »Business Combinations«, adopted by the EU on 25.11.2009 (effective for annual periods
beginning on or after 1.1.2010).
• IAS 27 »Consolidated and Separate Financial Statements«, adopted by the EU on 3.6.2009 (effective for
annual periods beginning on or after 1.7.2009).
• IAS 32 »Financial Instruments: Presentation« – accounting for a rights issue, adopted by the EU on
23.12.2009 (effective for annual periods beginning on or after 1.1.2011).
• IAS 39 »Financial Instruments: Recognition and Measurement« – eligible hedged items, adopted by the
EU on 15.9.2009 (effective for annual periods beginning on or after 1.7.2009).
• IFRIC 12 »Service Concession Arrangements«, adopted by the EU on 25.3.2009 (effective for annual
periods beginning on or after 30.3.2009).
• IFRIC 15 »Agreements for the Construction of Real Estate«, adopted by the EU on 22.7.2009 (effective
for annual periods beginning on or after 1.1.2010).
• IFRIC 16 »Hedges of a Net Investment in a Foreign Operation«, adopted by the EU on 4.6.2009 (effec-
tive for annual periods beginning on or after 1.7.2009).
• IFRIC 17 »Distributions of Non-Cash Assets to Owners«, adopted by the EU on 26.11.2009 (effective for
annual periods beginning on or after 1.11.2009).
• IFRIC 18 »Transfers of Assets from Customers«, adopted by the EU on 27.11.2009 (effective for transfer
of assets from customers received on or after 1.11.2009).
The Group anticipates that the adoption of these standards, amendments to the existing standards and
interpretations will have no material impact on the financial statements of the company in the period of
initial application.
c) Standards and interpretations issued by the IASB not yet adopted by the EUAt the date of authorization by the EU of these financial statements, the following standards, revisions and
interpretations were in issue but not yet effective:
• IFRS 9 »Financial Instruments« (effective for annual periods beginning on or after 1.1.2013).
• IFRS 24 »Related Party Disclosures« – simplifying disclosure requirements for companies related to the
government, and explaining the definition of related parties (subject to annual periods beginning on or
after 1.1.2011).
• IFRS 1 »First-Time Adoption of International Financial Reporting Standards« – additional exemptions
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for users who use IFRS for the first time (subject to annual periods beginning on 1.1.2010 or later).
• IFRS 2 »Share Based Payment« – the money paid for a payment transaction for shares in the group
(subject to annual periods beginning on 1.1.2010 or later).
• IFRIC 14 »MRS 19 – The Limit on Defined Benefit Assets, Minimum Funding Requirements and Their
Interaction« (effective for annual periods beginning on or after 1.1.2011).
• IFRIC 19 »Removal of the Obligation to Equity Instruments« (effective for annual periods beginning on
1.7.2010 or later).
2. ConsolidationSubsidiary companies in which the Group's indirect or direct equity is larger than half of voting rights or
can in any other way influence operation are considered consolidated. They are consolidated in the Group's
statements from the day when the Group took over their controlling interest, and their consolidation ends
when the Group has no controlling interest in them anymore. All transactions and receivables and liabilities
among the Group's companies are eliminated for the purpose of consolidation. Impairment of long-term
investment in Delo, d. d., was also eliminated and its reduction to the fair value is reflected in consolidation
as impairment of trademarks and goodwill, which was generated at the acquisition of the aforementioned
company. Impairment of the long-term investment in Jadranska Pivovara, d. d., was also eliminated, and
dividends received from affiliated companies. For the purpose of the provision of consistent and correct data
for the needs of the Group's consolidation and financial reporting, accounting policies needed to be harmo-
nized with the controlling company's policies.
At the accounting of takeovers, the Group uses the purchase method. The cost of purchase of a takeover
is assessed as the fair value of assets and capital instruments given and assumed liabilities on the day of
transaction, together with the expenses directly attributable to the takeover. Assumed assets, liabilities and
conditional liabilities attaching to a takeover are initially recorded at the fair value on the day of the takeover,
irrespective of the size of the minority interest. A surplus of the purchase price over the fair value of the
Group's interest in net assets of an acquired undertaking is recorded as positive goodwill. If the purchase
price is lower than the fair value of the acquired undertaking's net assets, the difference is recognized directly
in the profit and loss statement.
The Group treats transactions with minority holders the same as transactions with external partners. Pro-
fits and losses of minority holders are disclosed in the Group's profit and loss statement.
3. Composition of affiliates
The interrelated group of companies in which the company Pivovarna Laško, d. d., holds its financial
investments is composed of the following companies:
Value Net profit/loss Activity of the Percent of total of year 2009Company name company State participation equity in EUR in EUR
SUBSIDARy COMPANIES
Vital Mestinje, d. o. o. production of beverages Slovenija 96.920 % 3,439,455 47,571
Radenska, d. d. Radenci production of beverages Slovenija 93.801 % 83,758,782 (36,833,235)
Firma Del, d. o. o. Laško beer production Slovenija 100.000 % 50,450 1,732
Jadranska Pivovara – Split, d. d. beer production Hrvaška 99.106 % 4,542,877 (7,243,840)
RA&LA, d. o. o. Sarajevo wholesale BiH 100.000 % 176,138 4,393
Group Union Ljubljana production of
beer and beverages Slovenija 97.889 % 76,770,526 (51,375,314)
Delo, d. d. Ljubljana newspaper-
publishing activity Slovenija 100.000 % 22,642,956 (11,177,020)
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Pivovarna Laško, d. d., Trubarjeva 28, Laško, draws up the consolidated annual report for the parent com-
pany and for subsidiaries in Pivovarna Laško Group. Due to their material irrelevance, the companies Firma
Del, d. o. o. and RA&LA, d. o. o. from Sarajevo shall not be consolidated.
The consolidated annual report of Pivovarna Laško Group is available at its headquarters.
4. Recognition of revenues
Revenues are recognized on the basis of the sale of products, services and merchandise, and their acqui-
sition by customers (without VAT and excise duty), expected complaints, rebates and discounts, and elimi-
nation of sale within the Group. Sales revenues are recognized when significant risks and benefits of goods
ownership are transferred from the seller to the customer.
Group revenues are a sum of the revenue of individual companies included in the Group. Revenues
obtained within the group of companies are excluded from group revenues. Other realized revenues are
recognized on the following bases:
• Interest receivable – is recognized when it appears, except if doubt of the recovery exists when the sum
is charged against a replacement value. From then on, interest receivable is recognized on the basis of an
interest rate serving for discounting of future cash flows.
• Revenues from dividends – when the Group receives the right to obtain payments from dividends.
5. Investment in associated companiesInvestments in associated companies are accounted for on the basis of the equity method. Associated
companies are those companies in which the Group holds between 20 % and 50 % of voting power, and
significantly influences their business operation but does not control it.
In compliance with IAS 28, an investment in an associated company is accounted for at the equity method
from the date when it becomes an associated company. Under the equity method, the investment is initially
recorded at cost and the carrying amount is subsequently increased or decreased in order for the investee's
share of the profit or loss of the company, in which the investor has an important influence arising after
the date of the performed investment, to be recognized. The sum obtained from the net profit distribution
of the company in which the investor has a significant influence decreases the carrying value of the invest-
ment. Calculations of the carrying value might also be required if the investor's proportional equity share of
another company changes, but such changes are not included in the profit and loss statement. Such changes
include also those which are a consequence of the revaluation of the property, plant and equipment and in-
vestments, exchange differences and calculation of differences as a consequence of business combinations.
At the acquisition of an investment, each difference between the expense of an investment and the
investor's share in the net fair value of identifiable assets, debts and contingent liabilities of an associated
company is accounted for in compliance with IFRS 3 – Business Combinations.
Positive goodwill related to an associated company is included in the investment's carrying value. But
amortization of this positive goodwill is not allowed, and it is thus not included in the establishment of the
investor's share of the profits or losses of the associated company.
<?>Every surplus of the investor's share in the net fair value of identifiable assets, debts and contingent
liabilities of an associated company above the expenses of an investment is excluded from the carrying value
of the investment, and instead it is included as revenue in the establishment of the investor's share of profits
and losses of an associated company for the period when the investment was obtained.
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Value Net profit/loss Activity of the Percent of total of year 2009Company name company State participation equity in EUR in EUR
ASSOCIATED COMPANY
activity of spa,
hotels and other
Thermana, d. d. Laško establishments Slovenia 22.571 % 22,208,503 (2,050,327)
Group Mercator Lj. trade company Slovenia 23.340 % 805,390,000 21,119,000
Birra Peja, d. d. Peć production of beer and beverages Kosovo 39.550 % 11,804,368 (343,430)
On 31.12.2009 the Group disclosed, among its long-term financial investments in associated companies,
an investment in the capital of the company Birra Peja, d.d., Peć, Kosovo, Poslovni Sistem Mercator Group
Ljubljana and the company Thermana, d. d., Laško.
The share in the ownership of associated company Birra Peja, d. d., Peć, Kosovo, which on the last day of
2009 amounted to 39.55 %, did not change during 2009. In 2009 the Group increased its investment in
the company Thermana, d. d, from a 13.794 % share to a 22.571 % share of the aforementioned company.
On the last day of 2009 Pivovarna Laško Group owned 23.34 % of shares of Poslovni Sistem Mercator
(MELR). In 2009 Pivovarna Laško Group regained the voting rights taken in 2008. The investment was in
2008 valued according to the equity method and at the end of the year revaluated to fair market value based
on the rate of shares on the Ljubljana Stock Exchange. In 2009, according to IFRS and the equity revaluation
method, Pivovarna Laško Group recognized in its account participation in the profits of Poslovni Sistem Mer-
cator for 2008 and 2009 and also considered the impact of all other changes in equity of the aforementioned
company for both years and also carried out an impairment to the stock price of 31.12.2009.
6. Reporting currency
a) Functional and presentation currencyThe items disclosed in the financial statements of individual companies of the Group are nominated in
the currency of the primary environment—the country in which an individual company operates (this is
the so-called »functional currency«). Consolidated financial statements are disclosed in euros, which is the
functional and presentation currency of the controlling company (Pivovarna Laško, d. d.).
b) Transactions and balancesForeign currency transactions are converted into the presentation currency on the basis of the exchange
rate valid on the day of the transaction. Profits and losses which arise during these transactions and the
conversion of cash assets and liabilities denominated in a foreign currency are recognized in the profit and
loss statement.
Currency differences arising from debt securities and other monetary financial assets recognized at fair
value are included in the profits and losses at transactions with foreign currencies. Currency differences
of non-monetary items, such as shares in possession for trading, are disclosed as a part of the increase or
decrease in the fair value. Currency differences at securities available for sale are included in the revaluation
reserves on equity.
c) Companies in the GroupProfit and loss statements and cash flow statements of subsidiary companies abroad are converted into the
reporting currency of the controlling company on the basis of the average foreign currency rate, and balance
sheets are converted into the reporting currency with the use of the exchange rate valid at 31 December. If
a company abroad is sold, the currency differences realized at the sale are recognized in the profit or loss
statement as a part of the profit/loss of the sale.
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7. Intangible assets
a) Positive goodwillPositive goodwill represents a surplus in the cost of an acquired company over the fair value of the net
asset share of the acquired company on the day of the acquisition. Positive goodwill occurred at the acqui-
sition of subsidiary companies is recognized in the intangible fixed assets. Positive goodwill is checked,
tested for impairments and measured at the initial value decreased by cumulated impairments on an annual
basis. Profits or losses at the sale of a company include the current value of positive goodwill referring to the
company sold. Additional appraisal or test of the impairment of goodwill was carried out on 31.12.2009. This
appraisal, which was carried out by an accredited business appraiser, indicates that a need for impairment of
the goodwill of the company Delo, d. d., exists in the amount of EUR 5,915,596.
b) Patents, trademarks and licencesExpenditures for the purchase of patents, trademarks and licenses are capitalized and amortized with a
linear amortization method during their »life span« (amortization period). If life span cannot be determined,
they are not amortized: instead, only an impairment test is performed on annual basis.
If a need for revaluation is noticed, the value of intangible fixed assets must be estimated, and they must
be written off from their recoverable amount. Life span is undeterminable for trademarks, and this is why
an impairment test was performed. Based on the assessment carried out by an accredited business appraiser
on 31.12.2009, an impairment of trademarks of the company Delo, d. d., was carried out, in the amount of
EUR 29,577,978.
The life span of other intangible fixed assets is from 3 to 10 years.
8. Financial assetsThe Group classifies its investments into the following categories: financial assets at fair value through
profit and loss, loans and receivables, investments in possession until maturity, and available-for-sale finan-
cial assets. The classification depends on the purpose for which an investment was obtained.
a) Financial assets at fair value through profit and lossThis category is divided in two subcategories: financial assets intended for trade, and assets determined
at the fair value through profit or loss at their recognition. Investments obtained with the purpose to create
profit from short-term (less than one year) fluctuations in the price are classified as trade-intended and fall
into the short-term assets. These assets are measured at the fair value, while realized/unrealized profits and
losses arising from changes in the fair value are included in the profit and loss statement in the period when
they arose. In 2009 the Group had no investments within this category.
b) Loans and receivablesLoans and receivables are derivatives with fixed or determinable payments which are not listed on an
operating market. They are included in the short-term assets, except for maturities longer than 12 months
after the balance sheet date. In this case, they are classified in the long-term assets. On the balance sheet,
loans and receivables are disclosed among the operating and other receivables at the amortized cost with
consideration of the effective interest rate.
c) Financial investments in possession until falling dueInvestments with fixed maturity, which the company management intends to keep until their maturity, are
classified as investments in possession until falling due and are included in the long-term assets.
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d) Available-for-sale financial assetsAvailable-for-sale financial assets are those derivatives which are marked as available for sale or are not
classified in any of the remaining categories. They are also valued at the fair value if it can be established.
In the event the investment is subject to trade on the securities market, then the fair value is deemed as the
market price. Fair value of a particular investment may also be valuated. Valuations are carried out by acc-
redited business appraisers, who are registered at the Slovenian Institute of Auditors. In 2009, accredited
business appraisers valuated the investment in the company Elektro Maribor, d. d. The effects of revaluations
increase or decrease the equity value (surplus) of the revaluation, but the effects of impairment of financial
assets increase financial costs.
Those financial assets, the fair value of which cannot be established, are valued at cost.
9. DerivativesDerivatives are those instruments which are used for protection against exposure to financial risks. They
are used as a tool to protect against a change in the fair value or cash flow of a risk-exposed protected item.
As a subject of trade, it represents an independent financial instrument exposed to risk.
Initially, they are recognized at cost and are subsequently revalued to the fair value. Profit or loss from the
revalued derivative for the protection of the fair value against risk is recognized in the profit and loss. Reva-
luation of a financial instrument which is used for cash flow protection is recognized directly in the equity
when the protection is successful, while the unsuccessful part of the profit or loss from the instrument for
the protection against risk is recognized in the profit and loss statement.
The Group uses derivatives for protection against the exposure to currency and interest rate risks, and for
cash flow protection against risk. Integrated derivatives must be separated from a host contract and acco-
unted for as a derivative only if the economic features and risks of the integrated derivative are not closely
connected with the economic features and risks of the host contract, if a special instrument with the same
provisions as the integrated derivatives is enough for the determination of the derivative, and if a complex
instrument is measured at the fair value through the profit and loss statement.
10. Tangible assetsTangible assets include property, equipment and small tools. Immovable property was valued in 2008 ac-
cording to the revaluation model, unlike in preceding years in which the cost model was applied. Equipment
and small tools are valued according to the cost model, decreased by depreciation and impairment.
Depreciation is accounted for on the basis of a linear method. Expected functional life spans for individual
groups of funds are as follows:
Property 20–40 years
Production plants and machines 4–10 years
Computer equipment 2–4 years
Motor vehicles 4–8 years
Other equipment 3–7 years
Land is not depreciated, since it is believed to have an unlimited life span. Assets which are being attained
are not depreciated either, until they are available for use.
Where the carrying value of an asset is higher than the estimated recoverable amount, the asset is revalu-
ed to the estimated recoverable amount. Recoverable value of the asset is the larger of the following: its fair
value decreased by sale expenses, or its value in use.
Profits and losses occurred at the disposal of property and equipment are established on the basis of their
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carrying value, and they influence the operating profit and loss. Reusable containers (barrels, bottles and
crates) are disclosed among property, plant and equipment with the consideration of their life span of three
or four years.
11. Investment propertyInvestment property is property (plots of land and buildings—or parts of buildings—or both) in the
Group's possession or financial lease with the purpose to obtain rents or increase the value of an asset. In-
vestment property is not used for the production and sale of goods or services or for administrative purposes
for ordinary operation.
A piece of land and building brokered for the increase of the long-term investment's value or given for
operating leasing and not for sale in the near future, is determined as an investment property. An investment
property is recognized as an asset only if it is probable those future economic benefits will flow into the com-
pany and if the cost can be reliably measured.
To measure investment property the Group transferred in 2008 from the cost model to the fair value mo-
del. On 31.12.2008 the value of investment property was adjusted to fair value based on an appraisal carried
out by accredited appraisers. The investment property has been, from taking into account the cost value, dec-
reased by accumulated amortization according to the straight-line depreciation method, considering the use-
ful life of a particular investment property. Bearing in mind the modified valuation policy on the fair value
model, the revaluation effects (impairments and strengthenings) are reflected in the profit and loss account.
12. Impairment of non-financial resourcesResources which have an unlimited life period and are not amortized are annually tested for impairment.
Resources which are amortized are checked for impairment whenever events or circumstances point to the
resource being impaired. A loss due to impairment is recognized in the amount for which the carrying value
of the resource exceeds its replacement value. Replacement value is higher than the fair value of the asset
less sales costs and value in use.
For the purposes of the impairment establishment, resources are distributed in smaller units for which
cash flows independent from other units (money-creating units) can be determined. Positive goodwill value
is estimated annually according to the impairment needs.
13. Non-current assets for saleNon-current assets for sale (group for disposal) are those non-current assets, the carrying value of which
is expected with reason to be settled predominantly by means of sale within the following 12 months and not
by means of subsequent use. Non-current assets classified as held for sale are measured at the lower of their
previous carrying amount and fair value less costs to sell. In 2009, the Group classified investment in the
company Večer, d. d., Maribor, among non-current assets for sale due to its intended sale.
14. InventoriesInventories are accounted for at the lower of the cost and the realizable value by using the average price
method. The value of finished products and production in course includes the total production costs, which
include the production material costs, work production costs, depreciations, services and other production
costs. The net realizable value is estimated on the basis of the selling price in ordinary operation less the
costs of finishing and sale.
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15. Operating receivablesOperating receivables are initially recognized at their fair value and subsequently measured at their amor-
tized cost by using the valid interest method less the impairment. Operating receivables impairment is
formed when the Group expects not to be able to recover the entire sum of the amounts due. The amount
of impairment represents the difference between the carrying value and the current value of the (expected)
estimated future cash flows, discounted at the valid interest rate. The sum of impairment is recognized in
the profit and loss statement.
16. Cash and cash equivalentsFor the purposes of the cash flow statement, cash and cash equivalents comprise the cash in hand, bank
sight deposits and investments in money market instruments without exceeding the bank account limits.
Bank account limits are included among financial liabilities in the balance sheet.
17. ReservationsReservations are recognized when the Group presents a legal liability as the result of past events for which
there is a sizable possibility that the Group will have to settle this liability, and the liability can be reliably
assessed. Reservations must not be formed to be used as a cover for future operating losses.
18. Reservations for severance pay and long-service awardsThe net liability of the Group as regards long-term benefits with respect to the years of service, excluding
pension schemes, is the sum of earnings which the employees should get as replacement for their service in
the current and present periods. The liability is charged with use of the method of the expected importance
of units and is discounted on the current value.
19. Deferred taxesA deferred tax is disclosed as a whole with the consideration of the liabilities method on the basis of the
temporary differences among the tax based on the assets and liabilities and the disclosed sums of the tax in
consolidated financial statements. Deferred tax is accounted for at the acquisitions with respect to the initial
recognition of assets and liabilities which have no influence either on the operating profit, tax profit or loss.
Deferred tax is calculated with the use of the tax rate (and legislation) which is defined by the law and valid
on the day of the balance sheet and is expected to be used when a deferred tax receivable will be realized or
deferred tax liability settled.
A deferred tax receivable is recognized if there is a probability that, in the future, tax profit will be available,
from which it will be possible to use temporary differences. Deferred tax is disclosed on the basis of tempo-
rary differences arising from investments in subsidiary companies, except when time balance of the closure
of temporary differences is under the Group's control and there is a probability that temporary differences
will not be cancelled in the near future.
20. Operating liabilitiesOperating liabilities supply credits for purchased goods or purchased services and liabilities toward emplo-
yees, the state, owners and others. They also include accrued costs and deferred revenues. Liabilities are
recognized in the accounting ledgers if there is a probability that their settlement will give rise to a decrease
in the factors enabling economic benefits, and the settlement sum can be reliably assessed. Initially they are
recognized at their fair value, and are subsequently assessed at their amortized cost with the use of the valid
interest rate method.
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21. Financial liabilitiesFinancial liabilities are recognized at the fair value at their occurrence, excluding the transaction expenses
arisen during this. Within the following periods, financial liabilities are assessed at their amortized value
with the use of the valid interest rate method. Each difference between the receipts (without the transaction
expenses) and liabilities is recognized in the profit and loss statement in the period of the entire financial
liability.
22. Share capitalOrdinary shares are classified in equity. Transaction expenses directly linked with the issue of new shares,
which are not related to the company acquisition, are disclosed as a decrease in capital. Any surplus of the
received paid sum's fair value over the carrying value of the issued new shares is recognized as a paid equity
surplus.
23. Treasury sharesIf the parent company or its subsidiary companies buy equity in the parent company, the paid sum in-
cluding the transaction expenses excluding tax is subtracted from the entire equity as own shares (treasury
shares) all until these shares are withdrawn, reissued or sold. If treasury shares are later on sold or reissued,
all received payments excluding transaction expenses and related tax effects are included in equity.
24. DividendsUntil being approved at the shareholder's meeting, the envisaged dividends are dealt with as deferred
profits.
25. Segment reportingOperating segments produce/perform products or services which are different from the products and
services of other segments by their risks and benefits. Regional (geographical) segments guarantee products
or services within a specific economic environment which is prone to risks and benefits which differ from
risks and benefits in other economic environments.
26. Tax policyThe tax statements of Pivovarna Laško, d. d., and companies of the Pivovarna Laško Group in Slovenia are
drawn up in compliance with the International Financial Reporting Standards as adopted by the EU and the
Corporate Income Tax Act.
The corporate income tax level in the year 2009 is 21 %. The company's tax base is the profit as the surplus
of revenue over expenses, where the basic criteria for recognition or inclusion in a tax statement are still the
revenues and expenses as shown in the income statement, defined pursuant to the legislation or accounting
standards.
The tax base is decreased for recognized tax relief and for covering a loss brought forward.
27. Assessment of value of individual itemsOn the basis of assessments of the management, appraisers, actuaries and other experts, in the year 2008
or 2009 the following assets and liabilities were assessed: immovable property, investment property, finan-
cial assets and reservations. Due to these assessments, there is some uncertainty regarding the attainment
of specific assumptions used at valuation.
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MANAGING FINANCIAL RISKS OF THE GROUP
Management of the financial risks of Pivovarna Laško Group, such as credit risk, interest rate risks, cur-
rency risks and liquidity risks, represents an integral part of this report. It is described in more detail on
pages 94 and 95 of this annual report. In the financial part of the report, this matter is described in more
detail on pages 232,233 and 234, in explanatory note number 30.
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EXPL
AN
ATO
RY N
OTE
S TO
CO
NSO
LID
ATED
FIN
AN
CIA
L ST
ATEM
ENTS
1. In
tang
ible
ass
ets
Ye
ar 2
009
Po
sitiv
e Li
cens
es a
nd
Pro
pert
y
IFA
( i
n EU
R )
Trad
emar
ks
good
will
ot
her
IFA
s ri
ghts
in
acq
uisi
tion
Tota
l
CO
ST O
F P
UR
CH
ASE
31 D
ecem
ber
2008
12
8,28
5,76
1 34
,854
,083
7,
100,
443
234,
083
1,34
0,57
1 17
1,81
4,94
1
Elim
inat
ion
of F
r. Z
g. fr
om c
onso
lidat
ion
- -
(22,
914)
-
- (2
2,91
4)
Cur
renc
y di
ffer
ence
s
- -
- -
- -
1 Ja
nuar
y 20
09
128,
285,
761
34,8
54,0
83
7,07
7,52
9 23
4,08
3 1,
340,
571
171,
792,
027
Dir
ect g
ains
-
- -
- 1,
770,
964
1,77
0,96
4
Tran
sfer
from
inve
stm
ents
in p
rogr
ess
- -
1,00
6,38
3 -
(1,0
06,3
83)
-
Impa
irm
ent
(29,
577,
978)
(5
,915
,596
) -
- -
(35,
493,
574)
Tran
sfer
from
pro
pert
y, p
lant
and
equ
ipm
ent
- -
1,80
5,80
1 -
- 1,
805,
801
Dis
posa
ls
- -
(479
,833
) -
- (4
79,8
33)
31 D
ecem
ber
2009
98
,707
,783
28
,938
,487
9,
409,
880
234,
083
2,10
5,15
2 13
9,39
5,38
5
AC
CU
MU
LAT
ED V
ALU
E A
DJU
STM
ENT
31 D
ecem
ber
2008
15
3.98
1 -
4,48
8,46
0 10
8.89
7 -
4,75
1,33
8
Elim
inat
ion
of F
r. Z
g. fr
om c
onso
lidat
ion
- -
(20,
446)
-
- (2
0,44
6)
Cur
renc
y di
ffer
ence
s
- -
- -
- -
1 Ja
nuar
y 20
09
153,
981
- 4,
468,
014
108,
897
- 4,
730,
892
Dep
reci
atio
n on
the
year
-
- 53
2,52
8 18
,031
-
550,
559
Dir
ect g
ains
51
,327
-
159,
035
- -
210,
362
Rev
alua
tions
30
7,96
2 -
106,
229
- -
414,
191
Tran
sfer
from
pro
pert
y, p
lant
and
equ
ipm
ent
- -
1,05
5,36
7 -
- 1,
055,
367
Dis
posa
ls
- -
(604
,890
) -
- (6
04,8
90)
31 D
ecem
ber
2009
51
3,27
0 -
5,71
6,28
3 12
6,92
8 -
6,35
6,48
1
CU
RR
ENT
CO
ST
31 D
ecem
ber
2009
98
,194
,513
28
,938
,487
3,
693,
597
107,
155
2,10
5,15
2 13
3,03
8,90
4
31 D
ecem
ber
2008
12
8,13
1,78
0 34
,854
,083
2,
611,
983
125,
186
1,34
0,57
1 16
7,06
3,60
3
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203
Year
200
8
Posi
tive
Lice
nses
and
P
rope
rty
IF
A
( in
EUR
) Tr
adem
arks
go
odw
ill
othe
r IF
As
righ
ts
in a
cqui
sitio
n To
tal
CO
ST O
F P
UR
CH
ASE
31 D
ecem
ber
2007
12
7,77
2,49
1 34
,854
,083
6,
050,
354
53,7
65
369,
580
169,
100,
273
Cur
renc
y di
ffer
ence
s
- -
- -
- -
1 Ja
nuar
y 20
08
127,
772,
491
34,8
54,0
83
6,05
0,35
4 53
,765
36
9,58
0 16
9,10
0,27
3
Dir
ect g
ains
-
- 1,
026,
958
- 1,
883,
017
2,90
9,97
5
Ret
rain
ing
- -
(180
,318
) 18
0,31
8 -
-
Tran
sfer
from
inve
stm
ents
in p
rogr
ess
- -
811,
711
- (9
14,9
80)
(103
,269
)
Rev
alua
tions
-
- (1
42,9
03)
- -
(142
,903
)
Dis
posa
ls
- -
(19,
469)
-
- (1
9,46
9)
31 D
ecem
ber
2008
12
7,77
2,49
1 34
,854
,083
7,
546,
333
234,
083
1,33
7,61
7 17
1,74
4,60
7
AC
CU
MU
LAT
ED V
ALU
E A
DJU
STM
ENT
1 Ja
nuar
y 20
08
- -
4,13
4,86
5 53
,765
-
4,18
8,63
0
Dep
reci
atio
n on
the
year
-
- 50
8,77
0 3,
006
- 51
1,77
6
Rev
alua
tions
-
- 14
-
- 14
Tran
sfer
from
/to
- -
(52,
126)
52
,126
-
-
Dis
posa
ls
- -
(19,
416)
-
- (1
9,41
6)
31 D
ecem
ber
2008
-
- 4,
572,
107
108,
897
- 4,
681,
004
CU
RR
ENT
CO
ST
31 D
ecem
ber
2008
12
7,77
2,49
1 34
,854
,083
2,
974,
226
125,
186
1,33
7,61
7 16
7,06
3,60
3
1 Ja
nuar
y 20
08
127,
772,
491
34,8
54,0
83
1,91
5,48
9 -
369,
580
164,
911,
643
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204
All intangible assets are measured according to the cost model. The brand names and goodwill items re-
present the largest value amongst long-term intangible fixed assets; the value of each is every year assessed
and the possible need for impairment determined. As at 31 December 2009, a verification of fair value for
goodwill was performed by an accredited appraiser, who is registered at the Slovenian Institute of Auditors.
The basis for verifying the need for impairment of brand names and goodwill was the assessment of the
value of Union Group and Delo, d. d. The method of the current value of expected free cash flows was applied
in assessing the value.
On the basis of the valuation, in 2009 the Group disclosed an impairment of the brand names of the
company Delo, d. d. Ljubljana in the amount of EUR 29,577,978 and impairment of goodwill in the amount
of EUR 5,915,596. The value of brand names of the company Delo, d. d., as at 31.12.2009 amounted to EUR
29,534,022, and the value of brand names of Union Group EUR 68,660,491. The Group from the acquisi-
tion of Union Group discloses goodwill in the amount of EUR 25,413,597, and from the acquisition of the
company Delo, d. d., EUR 3,524,890.
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2. T
AN
GIB
LE F
IXED
ASS
ETS
P
rodu
ctio
n O
ther
Cap
ital
Year
200
9
pl
ant a
nd
plan
t and
Sm
all
asse
ts in
( i
n EU
R )
Pro
pert
ies
Bui
ldin
gs
mac
hine
ry
equi
pmen
t in
vent
ory
acqu
isiti
on
Tota
l
CO
ST O
F P
UR
CH
ASE
31 D
ecem
ber
2008
43
,724
,986
17
3,73
5,06
6 40
5,91
5,98
8 62
,938
,484
20
,621
,195
11
,342
,974
71
8,27
8,69
3
Cur
renc
y di
ffer
ence
s
4,59
7 6,
229
17,7
25
2,17
4 -
9 30
,734
Tran
sfer
to in
tang
ible
fixe
d as
sets
-
- (1
,460
,710
) (1
19,4
08)
- -
(1,5
80,1
18)
Elim
inat
ion
of F
r. Z
g. fr
om c
onso
lidat
ion
- -
- (6
07,1
45)
- -
(607
,145
)
Tran
sfer
to in
vest
men
t pro
pert
ies
- (4
4,70
5)
- -
- -
(44,
705)
Rev
alua
tions
-
(16,
813,
550)
-
- -
- (1
6,81
3,55
0)
Ret
rain
ing
- -
- 47
3,67
9 -
- 47
3,67
9
1 Ja
nuar
y 20
09
43,7
29,5
83
156,
883,
040
404,
473,
003
62,6
87,7
84
20,6
21,1
95
11,3
42,9
83
699,
737,
588
Dir
ect g
ains
-
1,48
2,84
1 56
8,34
9 1,
470,
757
223,
705
11,5
68,2
71
15,3
13,9
23
Ret
rain
ing
- 1,
098,
684
(3,6
36,0
25)
889,
681
(389
,706
) 20
3,35
4 (1
,834
,012
)
Tran
sfer
from
inve
stm
ents
in p
rogr
ess
5,17
6,55
2 9,
006,
503
4,50
0,86
9 1,
262,
332
1,36
0,68
8 (2
0,01
1,58
3)
1,29
5,36
1
Rev
alua
tions
83
,329
(1
96,3
81)
- 13
7,39
0 -
- 24
,338
Impa
irm
ent
- -
- (4
,457
,580
) -
- (4
,457
,580
)
Elim
inat
ion
of im
pair
men
t 1,
633,
590
1,76
5,82
7 3,
687,
112
24,6
04
- -
7,11
1,13
3
Tran
sfer
to …
2,
738,
234
(2,7
38,2
34)
- -
1,80
3,93
3 -
1,80
3,93
3
Dis
posa
ls
(575
,337
) (4
57,1
34)
(6,7
04,8
24)
(7,8
83,3
36)
(1,4
11,9
43)
- (1
7,03
2,57
4)
31 D
ecem
ber
2009
52
,785
,951
16
6,84
5,14
6 40
2,88
8,48
4 54
,131
,632
22
,207
,872
3,
103,
025
701,
962,
110
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2. T
AN
GIB
LE F
IXED
ASS
ETS
(con
tinu
atio
n)
P
rodu
ctio
n O
ther
Cap
ital
Year
200
9
pl
ant a
nd
plan
t and
Sm
all
asse
ts in
( i
n EU
R )
Pro
pert
ies
Bui
ldin
gs
mac
hine
ry
equi
pmen
t in
vent
ory
acqu
isiti
on
Tota
l
AC
CU
MU
LAT
ED V
ALU
E A
DJU
STM
ENT
31 D
ecem
ber
2008
-
80,3
84,9
59
345,
048,
525
44,3
00,0
98
11,6
39,1
11
2,19
6 48
1,37
4,88
9
Cur
renc
y di
ffer
ence
s
- 94
2 8,
507
1,26
6 -
8 10
,723
Cor
rect
ion
from
yea
r 20
08
- -
(1,4
60,7
10)
(119
,408
) -
- (1
,580
,118
)
Elim
inat
ion
of F
r. Z
g. fr
om c
onso
lidat
ion
- -
- (6
96,6
38)
- -
(696
,638
)
Tran
sfer
to in
vest
men
t pro
pert
ies
- (2
7,02
6)
- -
- -
(27,
026)
Rev
alua
tions
-
(16,
812,
221)
-
- -
- (1
6,81
2,22
1)
Ret
rain
ing
- -
- 47
3,67
9 -
- 47
3,67
9
1 Ja
nuar
y 20
09
- 63
,546
,654
34
3,59
6,32
2 43
,958
,997
11
,639
,111
2,
204
462,
743,
288
Acq
uisi
tion
- -
374
- -
- 37
4
Dep
reci
atio
n on
the
year
-
4,78
3,95
9 16
,085
,667
3,
399,
319
2,98
0,79
0 45
27
,249
,780
Ret
rain
ing
- 99
6,27
2 (3
,537
,210
) 1,
545,
641
(389
,704
) -
(1,3
85,0
01)
Rev
alua
tions
-
(181
,058
) -
133,
375
- -
(47,
683)
Tran
sfer
to …
-
- -
- 1,
807,
133
- 1,
807,
133
Dis
posa
ls
- (4
8,44
9)
(6,3
61,2
07)
(7,6
22,7
70)
(1,3
20,8
17)
- (1
5,35
3,24
3)
31 D
ecem
ber
2009
-
69,0
97,3
78
349,
783,
946
41,4
14,5
62
14,7
16,5
13
2,24
9 47
5,01
4,64
8
CU
RR
ENT
CO
ST
31 D
ecem
ber
2009
52
,785
,951
97
,747
,768
53
,104
,538
12
,717
,070
7,
491,
359
3,10
0,77
6 22
6,94
7,46
2
Cur
renc
y di
ffer
ence
s
4,59
7 5,
287
9,21
9 90
8 -
- 20
,011
Elim
inat
ion
of F
r, Z
g, fr
om c
onso
lidat
ion
- -
- (5
44)
- -
(544
)
Tran
sfer
to in
vest
men
t pro
pert
ies
- (1
7,67
9)
- -
- -
(17,
679)
1 Ja
nuar
y 20
09
43,7
29,5
83
93,3
36,3
86
60,8
76,6
81
18,7
28,7
87
8,98
2,08
4 11
,340
,779
23
6,99
4,30
0
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P
rodu
ctio
n O
ther
Cap
ital
Year
200
8
pl
ant a
nd
plan
t and
Sm
all
asse
ts in
( i
n EU
R )
Pro
pert
ies
Bui
ldin
gs
mac
hine
ry
equi
pmen
t in
vent
ory
acqu
isiti
on
Tota
l
CO
ST O
F P
UR
CH
ASE
31
Dec
embe
r 20
07
31,9
88,2
30
175,
957,
748
409,
713,
323
56,3
97,0
91
18,1
10,8
32
8,91
9,26
3 70
1,08
6,48
7
Dir
ect a
cqui
sitio
n -
317,
636
739,
904
921,
487
3,53
4,41
2 47
,525
,912
53
,039
,351
Ret
rain
ing
- -
- -
213,
500
(843
,638
) (6
30,1
38)
Tran
sfer
from
inve
stm
ents
in p
rogr
ess
7,06
3,95
4 13
,588
,715
14
,019
,440
4,
037,
246
5,54
9,69
7 (4
4,25
9,05
3)
-
Rev
alua
tions
6,
380,
687
(14,
011,
948)
-
- -
- (7
,631
,261
)
Impa
irm
ent
(1,6
33,5
90)
(1,7
65,8
27)
(3,6
87,1
12)
(24,
604)
-
- (7
,111
,133
)
Tran
sfer
to …
-
- -
500
(168
,131
) -
(167
,631
)
Dis
posa
ls
(88,
862)
(4
15,7
80)
(9,3
64,2
72)
(3,8
09,3
98)
(6,6
16,8
41)
(1,9
50)
(20,
297,
103)
Cur
renc
y di
ffer
ence
s
(4,0
50)
(2,9
05)
(2,7
15)
(200
) (9
) -
(9,8
79)
31 D
ecem
ber
2008
43
,706
,369
17
3,66
7,63
9 41
1,41
8,56
8 57
,522
,122
20
,623
,460
11
,340
,534
71
8,27
8,69
3
AC
CU
MU
LAT
ED V
ALU
E A
DJU
STM
ENT
31 D
ecem
ber
2007
-
94,4
44,8
51
337,
031,
951
43,2
57,1
07
15,6
65,1
72
843,
638
491,
242,
719
Ret
rain
ing
- -
- -
(132
,876
) (8
43,6
38)
(976
,514
)
Dep
reci
atio
n on
the
year
-
4,73
8,87
5 17
,843
,859
3,
960,
799
2,40
5,48
6 -
28,9
49,0
19
Acq
uisi
tion
- -
21,6
85
8,99
2 11
8,79
5 -
149,
472
Rev
alua
tions
-
(18,
814,
377)
-
- -
- (1
8,81
4,37
7)
Tran
sfer
to …
-
- -
500
(168
,131
) -
(167
,631
)
Dis
posa
ls
- (2
9,72
0)
(9,0
40,6
07)
(3,6
94,6
76)
(6,2
47,1
37)
- (1
9,01
2,14
0)
Cur
renc
y di
ffer
ence
s
- 1,
971
2,20
9 16
9 (8
) -
4,34
1
31 D
ecem
ber
2008
-
80,3
41,6
00
345,
859,
097
43,5
32,8
91
11,6
41,3
01
- 48
1,37
4,88
9
CU
RR
ENT
CO
ST
31 D
ecem
ber
2008
43
,706
,369
93
,326
,039
65
,559
,471
13
,989
,231
8,
982,
159
11,3
40,5
34
236,
903,
804
31 D
ecem
ber
2007
31
,988
,230
81
,512
,897
72
,681
,372
13
,139
,984
2,
445,
660
8,07
5,62
5 20
9,84
3,76
8
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Disposals of tangible fixed assets are represented by the sale and write-offs of tangible fixed assets. The
Group did not lease any fixed assets. From 2008 on, the company has applied the revaluation model for the
purposes of valuating real estates, while equipment and small tools are valuated according to the cost model.
The company pledged its tangible fixed assets to insure short-term and long-term loans, the current va-
lue of which totalled EUR 78,626,110 on 31.12.2009. The book value of the pledged property totalled EUR
66,046,695, and the book value of pledged equipment EUR 12,579,415.
Due to poor business results and as a consequence of the poor financial standing, an appraisal was perfor-
med for the company Jadranska Pivovara – Split, d. d., as at 31 December 2008. On the basis of the appraisal
the fair value of real estate totalled EUR 10,867,782, the fair value of equipment was EUR 5,214,130 and its
liquidation value was EUR 4,481,300. An appraisal of the entire company was performed in 2008, including
the company's liabilities. Based on this appraisal Pivovarna Laško Group disclosed an impairment of tangi-
ble fixed assets in the amount of EUR 7,111,133. Because on 31.12.2009 the appraisal of tangible fixed assets
was performed on different assumptions, the Group eliminated a part of the impairments and increased
other operating revenues in the amount of EUR 2,653,553.
3. Investment property
Investment Year 2009 property in ( in EUR ) Properties Buildings acquisition Total
COST OF PURCHASE
31 December 2008 6,161,601 11,625,984 - 17,787,585
Revaluation (1,310,126) (1,359,492) - (2,669,618)
Currency differences - 44,705 - 44,705
1 January 2009 4,851,475 10,311,197 - 15,162,672
Revaluation (14,244) (1,049,966) - (1,064,210)
Retraining - (1,068,930) - (1,068,930)
Decrease in value (3,678,321) (1,248,988) - (4,927,309)
31 December 2009 1,158,910 6,943,313 - 8,102,223
ACCUMULATED VALUE ADJUSTMENT
31 December 2008 - 4,294,637 - 4,294,637
Revaluation - (2,669,506) - (2,669,506)
Currency differences - 27,026 - 27,026
1 January 2009 - 1,652,157 - 1,652,157
Depreciation - 223,183 - 223,183
Retraining - (988,526) - (988,526)
Decrease in value adjustment - (182,987) - (182,987)
31 December 2009 - 703,827 - 703,827
CURRENT COST
31 December 2009 1,158,910 6,239,486 - 7,398,396
1 January 2009 4,851,475 8,659,040 - 13,510,515
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Investment Year 2008 property in ( in EUR ) Properties Buildings acquisition Total
COST OF PURCHASE
31 December 2007 407,328 20,212,665 - 20,619,993
Increase in value - 4,391,760 430,942 4,822,702
Transfer from investments in progress - 430,942 (430,942) -
Revaluation 171,132 (7,145,959) - (6,974,827)
Decrease in value - (662,718) - (662,718)
31 December 2008 578,460 17,226,690 - 17,805,150
ACCUMULATED VALUE ADJUSTMENT
31 December 2007 - 12,199,701 - 12,199,701
Depreciation - 518,108 - 518,108
Disposals - (410,050) - (410,050)
Revaluation - (8,013,124) - (8,013,124)
31 December 2008 - 4,294,635 - 4,294,635
CURRENT COST
31 December 2008 578,460 12,932,055 - 13,510,515
1 January 2008 407,328 8,012,964 - 8,420,292
In 2009, the Group generated EUR 338,233 of revenue and EUR 1,385,579 of expenses from investment
property. Revenues were generated from rents, while expenses refer to charged depreciation and impair-
ments. Affiliated company Radenska, d. d., disclosed an impairment of the business building in Radenci in
the amount of EUR 1,064,210, based on the appraisal performed by an accredited appraiser.
Real estate property investments include real estate property which is recorded as property not used for
performing primary activities but is leased by the Group. The following real estate property is recorded as
real estate property investments: Sports Hall Tri Lilije, Hotel Hum, Hotel Savinja and Restaurant Grad Tabor;
at Radenska, d. d., the administrative building in Radenci and business buildings in Boračevo, Petanjci and
Sarajevo.
Fructal, d. d., is among property investments disclosing its business premises located in Zagreb.
To measure investment property, the Group transferred in 2008 from the cost model to the fair value
model. The investment properties have been, taking into account the cost value, decreasing by accumulated
amortization according to the straight-line depreciation method, considering the useful life of a particular
investment property.
In order to ensure long-term and short-term loans, the Group pledged investment properties in the amo-
unt of EUR 5,780,573.
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4. A. Long-term investments in subsidiary companies
( in EUR ) Share in capital 2009 2008
SHARES IN COMPANIES OF THE GROUP
In Slovenia:
Firma Del, d. o. o. Laško 100 % 7,427 7,428
Radenska, d. o. o. Zagreb 100 % 4,907 4,907
Radenska, d. o. o. Beograd 100 % 250 250
Izberi, d. o. o. Ljubljana 100 % - 8,722
12,584 21,307
Abroad:
RA&LA, d. o. o. Sarajevo 100 % 232,241 232,240
Eurofruit Sarajevo, d. o. o. 100 % 14,093 14,093
246,334 246,333
Total 258,918 267,640
The long-term investments in subsidiary companies are valued according to the cost model.
The financial statements of the subsidiaries represented in the above table are not included in the conso-
lidation due to their material insignificance.
4. B. Long-term financial investments in associated companies
( in EUR ) Share in capital 2009 2008
Thermana, d. d. Laško 22.570 % 1,594,000 -
Poslovni Sistem Mercator, d. d. Ljubljana 24.340 % 134,612,076 -
Birra Peja, d. d. Peć, Kosovo 39.550 % 2,630,000 4,804,454
Total 138,836,076 4,804,454
On 31.12.2009 the Group owns 878,841 shares or 23.34 % of Poslovni Sistem Mercator, d. d., Ljubljana
(Pivovarna Laško, d. d., 8.43 %, Pivovarna Union, d. d., 12.33 % and Radenska, d. d., 2.57 %), 645,003 shares
or 22.57 % of Thermana, d. d., Laško, and 700 shares (39.55 %) of the company Birra Peja, Peć, Kosovo.
On 31.12.2009 Pivovarna Laško Group owned 23.34 % of shares of the company Poslovni Sistem Mercator,
d. d., which is the reason the investment is classified among long-term financial investments in associated
companies and is, in accordance with the IFRS, valued by the equity method. In 2009 Pivovarna Laško
Group regained the voting rights taken in 2008. In 2008 the investment was valued according to the cost
method and was at the end of the year revaluated to the fair market value based on the rate of shares on the
Ljubljana Stock Exchange. In 2009, Pivovarna Laško Group, in accordance with IFRS and the equity valua-
tion method, in its financial statements recognized participation in profits of Poslovni Sistem Mercator for
the years 2008 and 2009 and at the same time took into account the influence of all other changes in equity
of the aforementioned company. Arising from the participation in profits of Mercator Group, decreased by
dividends paid out, the Group disclosed financial revenues in the amount of EUR 6,772,772, and increased
its revaluation surplus in the amount of EUR 22,665,474 based on other modifications in the capital of Mer-
cator Group. Due to revaluation of the investment MELR to the stock market value, it recognized financial
expenses in the amount of EUR 41,083,074. From this amount, EUR 33,753,356 refers to impairment of in-
vestment, and EUR 7,329,719 to elimination of a negative capital surplus arising from previous revaluations
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to the fair value.
On 31.12.2008 Pivovarna Laško Group owned 358,978 shares of the company Thermana, d. d., in the amo-
unt of EUR 3,837,454, which represented a 13.794 % ownership share in the aforementioned company. In
2009, the Group obtained from Infond Holding, d. d., Maribor, also 286,025 shares of Thermana, d. d., in
the amount of EUR 3,060,468, with which it became its 22.57 % owner, and the company Thermana, d. d.,
became an associated company of Pivovarna Laško, d. d. On 31.12.2009 an accredited business appraiser per-
formed an investment appraisal. The estimated value totals EUR 1,594,000, which is EUR 5,303,921 lower
than its purchase value. In 2009, Thermana, d. d., operated at a loss in the amount of EUR 2,050,327, which
is why, according to the rules of valuation by cost method, the Group as a financial expenditure disclosed
participation in the loss in the amount of EUR 455,700, in contrast to the valuated fair value of investment in
the amount of EUR 4,848,221, where it disclosed an impairment in debit of financial expenses.
The company Birra Peja, a. d., Peć, is an associated company of Pivovarna Union, d. d., which is the owner
of a 39.55 % share in it. In 2009 the aforementioned company generated a loss in the amount of EUR
343,430, and the capital value as at 31.12.2009 amounted to EUR 11,804,368. In accordance with the rules of
the cost method, the Group disclosed participation in the loss in 2009, in the amount of EUR 135,826. On
31.12.2009 an accredited business appraiser performed an investment appraisal. The estimated value of the
investment totals EUR 2,630,000, which is why the Group disclosed an impairment of investment in the
amount of EUR 2,038,627.
4. C. Available-for-sale financial resources
( in EUR ) 2009 2008
Other investments in shares at the cost of purchase 12,261,500 17,581,517
Other investments in shares at the fair value 18,568,424 179,699,512
Total 30,829,924 197,281,029
For those investments for which the fair value can be reliably measured, the fair value of profit and losses
is reflected directly in owner's equity.
According to the fair value, the Group is disclosing an investment in 424,016 shares of Zavarovalnica
Triglav, d. d., in the amount of EUR 10,770,006, an investment in 1,922,321 shares of the company Elektro
Maribor in the amount of EUR 7,112,588, an investment in 1,771 shares of the company Telekom Slovenija,
d. d., in the amount of EUR 238,483 and other investments of smaller amounts.
According to the purchase value, the Group records 213,115 shares of Probanka, d. d., Maribor (6.3 %) in
the amount of EUR 5,217,752; 193,237 shares of Premogovnik Velenje in the amount of EUR 4,000,000;
270,648 shares of Elektro Gorenjske, d. d., (1.6 %) in the amount of EUR 974,333; and other investments of
smaller amounts.
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Movement of available-for-sale financial assets
( in EUR ) 2009 2008
Balance as at 1 January 197,281,029 37,894,802
Changes in the year:
Transfer to N-CI in associated
companies (MELR) + Thermana, d. d. (142,764,639) 170,977,504
Gains 4,030,884 45,607,253
Revaluation (8,707,648) (46,329,084)
Transfer to non-current assets for sale (18,998,291) -
Transfer from current investments - 2,892,341
Sale (11,411) (13,761,787)
Balance as at 31 December 30,829,924 197,281,029
In 2009 the Group acquired EUR 4,030,884 and disposed of EUR 11,411 of available-for-sale financial
assets. Due to dispossession of voting rights, the Group reallocated from its available-for-sale long-term fi-
nancial investments in associated companies an investment into shares of Poslovni Sistem Mercator (MELR)
in the amount of EUR 138,927,185, which is equal to the amount of the fair value of the aforementioned com-
pany on the last day of 2008. In addition, the Group also reallocated an investment into shares of the com-
pany Thermana, d. d., in the amount of EUR 3,837,454 among investments into associated companies. And
in addition to the above, the Group reallocated an investment into Večer in the amount of EUR 18,998,291
among non-current available-for-sale assets. Due to the decision of the Competition Protection Office, the
company Delo must sell 75 % of the investment in the company Večer within the period of one year due to a
discrepant concentration of the companies Delo, d. d., and Večer, d. d., with the rules of competition.
Due to the reduction in fair value, the Group revaluated the available-for-sale financial assets to new lower
values in the amount of EUR 8,707,648.
Impairments of investments in shares valued at fair value
a) Impairment of investment in Elektro Maribor, d. d.
In 2008, Pivovarna Union, d. d., bought a 5.74 % share in the amount of EUR 20,184,371 from Infond
Holding. On the basis of a valuation performed by an accredited business appraiser, an impairment of EUR
4,805,803 was carried out in 2008. A repeat valuation of the investment was performed on 31.12.2009, made
by an accredited business appraiser registered with the Slovenian Institute of Auditors. Based on the asses-
sment, the value of the investment totals EUR 7,112,588 or EUR 3.7 per share. In 2009, the Group disclosed
impairment among financial expenses in the amount of EUR 8,265,980.
The assessor has assessed the market value of the investment using the following methods:
• Valuation methods based on market comparisons of similar companies, the shares of which are subject
to public sale on the securities market (methods of comparable companies listed on the stock exchange),
or companies which were (as recently as possible) sold or merged with other companies (comparable
transaction methods);
• Evolution of the value of shares analysis of companies on the grey market.
In the calculation of the final value of the share of Elektro Maribor, the appraiser considered equally the
assessment of values based on all three methods used (comparable companies, comparable transactions and
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evolution of the share on the grey market). In the calculation of the final value, a weighted average of 33.3 %
per method was applied.
In countries with developed capital markets, valuation methods are most commonly used to assess the
value of companies which are based on market comparisons of similar companies, the shares of which are
subject to public sale on the securities market (methods of comparable companies listed on the stock exchan-
ge), or companies (as recently as possible) sold or merged with other companies (comparable transaction
methods). Market value of ownership capital of these companies is thus (more or less) known.
From the standard valuation methods point of view, the company Elektro Maribor can be classified among
companies of which ownership shares are not traded freely on the securities market (»closely held compani-
es«). Despite this, shares of the aforementioned company are traded on the so-called »grey market«. The grey
market represents trading with shares outside organized frameworks of trading with securities in the form
of a stock exchange. Typical for the grey market is lower transparency and traceability level, and consequently
in most cases also lower volume of transactions. Information of both customers and salesmen on the grey
market is relatively low compared to organized markets, which consequently makes it difficult to obtain
information on the evolution of the value of a particular share.
In the event of valuation of shares of the company Elektro Maribor, the appraisers obtained information
on the evolution of the value of a share on 31.12.2009 or within a suitable length of time based on inquiries
made in larger investment and stock exchange companies in Slovenia, which are active and suitably infor-
med of events and developments on the securities market. This way they checked the current prices of active
demand for shares of the company in question.
The Group has pledged all shares of EMAG for the purpose of insuring short-term loans.
4. D. Financial investment in possession until maturity
( in EUR ) 2009 2008
Investments in possession until maturity - 12,500
Total - 12,500
5. Long-term loans
( in EUR ) 2009 2008
Long-term loans to associated companies 5,870,650 2,500,000
Other long-term loans 733,045 48,463
Total 6,603,695 2,548,463
Among its long-term loans, the Group discloses a loan of Pivovarna Union, d. d., to the company Birra
Peja, a.d., Peć, in the amount of EUR 5,870,650. The loan is insured by bills of exchange and a pledge of
property and falls due in 2014.The interest rate is in the range between 6-month EURIBOR + 0.9 % and
6-month EURIBOR +3.8 %.
The other long-term loans refer especially to long-term housing loans by employees. The interest rate is
on average the 6-month EURIBOR + 1 %.
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6. Long-term operating receivables
( in EUR ) 2009 2008
Long-term receivables to others 744,239 1,648,283
Total 744,239 1,648,283
7. Long-term receivables for deferred taxes
Long term deferred tax assets have been calculated based on the temporary differences by taking into
consideration the liability method and the tax rate which will be valid in the year when the deferred tax assets
and liabilities are realized. The tax rate for the income tax assessment of legal entities will be reduced from
21 % in 2009 to 20 % from 2010 onwards.
Liabilities to Fair value ( in EUR ) Reservations employees (financial assets) Other Total
RECEIVABLES FOR
DEFFERED TAX
1 January 2008 187,535 1,432,744 3,377,174 226,821 5,224,274
Change in the profit and
loss statement 7,853 (55,359) 2,816,117 2,522,806 5,291,417
Change in the balance sheet - - 1,502,736 - 1,502,736
31 December 2008 195,388 1,377,385 7,696,027 2,749,627 12,018,427
Change in the profit and
loss statement (77,974) (72,852) 36,317,740 (1,582,676) 34,584,238
Change in the balance sheet - - (2,119,741) - (2,119,741)
31 December 2009 117,414 1,304,533 41,894,026 1,166,951 44,482,924
Long-term deferred tax assets as at 31.12.2009 are shown as a deferred tax asset under the heading »finan-
cial investments« in the amount of EUR 41,858,026; liabilities to employees for severance pay, jubilees and
unused holiday time in the amount of EUR 1,304,533; and the remainder in the amount of EUR 1,284,365.
The asset from the tax loss of the subsidiary Jadranska Pivovara – Split, d. d., which amounted to EUR
30,152,142, is not shown under the amount of long-term deferred tax assets because the subsidiary does not
expect any taxable profit in the future. Under tax loss, the deferred tax asset would amount to EUR 6,030,428
after taking into consideration the 20 % tax rate.
8. Non-current assets for sale
( in EUR ) 2009 2008
Properties for sale 12,874,507 1,666,506
Total 12,874,507 1,666,506
In the value of available-for-sale properties, the Group discloses an investment in ČZP Večer, d. d., in the
amount of EUR 11,208,000, as properties the Group plans to sell within the period of one year.
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The company Delo, d. d., owns a 79.243 % share of the company ČZP Večer, d. d. The company Delo,
d. d., due to a provision under Article 44 of the Prevention of Restriction of Competition Act, has a share that
exceeds 19.9 % but does not have voting rights, and that is why financial accounts have not been prepared.
The value of the investment in Večer is EUR 11,208,000 and is based on the market value assessment pre-
pared by an accredited business appraiser registered at the Slovenian Institute of Auditors. On the basis of
valuation, the investment was impaired by EUR 7,682,000 in 2009. The impairment is disclosed in reducti-
on of capital surplus from revaluation in the amount of EUR 792,549 and in deferred taxes in the amount of
EUR 198,138, as well as financial expenses from impairment in the amount of EUR 6,691,313. Deferred taxes
were formed in the amount of EUR 669,131.
The assessment of the market value of ownership capital was acquired through the method of the current
value of expected free cash flows without including debt. When using this method, one first assesses the cur-
rent value of free cash flows without the repayments of interest and the principal value of loans (total equity
value) and then, due to the objective of valuating ownership capital of the company, all financial liabilities
of the company are deducted. The value obtained this way is adjusted for possible potential liabilities, pre-
miums and discounts, and increased by the value of surplus assets and financial investments. The methods
of comparable companies and comparable transactions were also used. Due to numerous restrictions in
their use, these two methods were applied only as control methods.
The value was calculated in the value range between EUR 9,547,000, which is the current value of pessi-
mistically assessed free cash flows, and EUR 12,870,000, which is the current value of optimistically asses-
sed expected free cash flows.
On 23.9.2009, the Competition Protection Office issued a decision, by which it decided:
• that the concentration of companies Delo, d. d., and Večer, d. d., is not in compliance with the rules of
competition and shall therefore be prohibited. It was produced by acquiring 151,608 shares of the com-
pany Večer, d. d.,
• for elimination of effects of the performed prohibited concentration, the company Delo must finally dis-
pose of 191,943 shares of the company Večer, d. d., which is a 75 % capital portion in the share capital, so
that after the completed disposal it will no longer have explicit or joint control over the company Večer,
d. d.,
• for the disposal of shares of the company Večer, d. d., the company Delo shall obtain consent from the
Office,
• the measure of sale shall be carried out by Delo, d. d., within the period of one year from the receipt of
the decision,
• from the receipt of the decision until the measure of sale the company, Delo, d. d., shall inform the Com-
petition Protection Office in written form of all meetings and negotiations with potential customers of
191,930 shares of the company Večer, d. d.
For the purposes of implementing the decision of the Competition Protection Office, the company Delo,
d. d., began with procedures to sell the shares. On the general meeting of 6.1.2010, the Supervisory Board
appointed an expert commission for the preparation of professional starting points for the sale of the share
in the company Večer, d. d. External consultants performed an economic and legal review of the company
Večer, d. d. A call for public bid for the acquisition of at least 191,943 shares (75 %) of the company Večer,
d. d., was published in the local and foreign media. The deadline for the submission of a document which
would indicate an interest in business cooperation expired on 29.3.2010. The Group's activities are subject
to a regular report to the Competition Protection Office.
Shares of the company Večer, d. d., were pledged at banks when hiring a loan for their acquisition.
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9. Inventories
( in EUR ) 2009 2008
Material and raw material 21,851,699 26,709,400
Unfinished production 4,670,334 4,672,101
Products 10,968,816 9,708,344
Merchandise 496,542 1,218,532
Total 37,987,391 42,308,377
In comparison to the previous year, the Group decreased stock by 10.2 %. No bigger deficits or surpluses
were established after the regular annual inventory. A stock value adjustment was formed in the amount of
EUR 348,803 in 2009. As at 31 December 2008 no inventory was mortgaged.
10. A. Short-term operating receivables
( in EUR ) 2009 2008
Short-term trade operating receivables:
on the domestic market 41,309,633 47,381,349
on foreign markets 15,653,684 10,644,545
Less value adjustment (12,015,127) (10,024,807)
Total 44,948,190 48,001,087
Short-term operating receivables on others 5,678,861 4,341,469
Advances 1,440,389 4,773,435
Less value adjustment (2,303,018) (812,742)
Total 49,764,422 56,303,249
At 31.12.2009, the Group disclosed EUR 49,764,422 of short-term operating receivables, which is 11.6 %
less than in the past year.
The disclosed value of all short-term operating receivables and other receivables reflects the fair value.
Value adjustment of short-term operating receivables
( in EUR ) 2009 2008
Balance as at 1 January 10,024,807 11,249,619
Recovered receivables written-down (313,481) (832,525)
Final write-down of receivables (3,276,399) (1,020,228)
Decrease in value correction in the year 4,765,742 770,089
Increase adjustment from sued 544,198 -
Decrease in value correction in the year (178,451) (153,277)
Revaluation 447,941 11,089
Transfer of interests 770 40
Balance as at 31 December 12,015,127 10,024,807
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Maturity of trade receivables
( in EUR ) 2009 2008
unmatured 34,157,631 33,438,804
up to 30 days 6,960,617 8,748,363
from 30 to 60 days 3,089,329 2,333,720
from 60 to 90 days 1,025,185 1,520,382
above 90 days 11,730,555 11,984,625
Balance as at 31 December 56,963,317 58,025,894
At 31.12.2009, the matured short-term operating receivables of the Group amounted to EUR 22,805,686.
For the short-term operating receivables in amount of EUR 12,015,127 the adjustment has been formed, but
for the difference in the amount of EUR 10,793,559 the adjustment has not been formed.
Operating receivables from customers in the amount of EUR 5,738,039 are insured by received guaran-
tees, and the group has a part of these operating receivables in foreign markets in the amount of EUR
4,822,127 insured by Prva Kreditna Zavarovalnica (SID), d. d., Ljubljana.
10. B. Short-term receivables for overpaid corporate income tax
( in EUR ) 2009 2008
Receivables for overpaid corporate income tax 2,338,805 6,854,113
Total 2,338,805 6,854,113
Short-term receivables for excess income tax paid by legal entities is referred to as overpaid tax, which was
calculated based on the liabilities in 2008 when the companies Radenska, d. d., and Delo, d. d., calculated
and paid a comparatively high income tax amount for legal entities due to their good operating results.
11. Short-term loans
( in EUR ) 2009 2008
Short-term part of long-term loans given 1,163,519 2,834
Short-term deposits 5,982,140 14,741,477
Short-term loans 96,720,084 62,352,724
Less value adjustment (92,779,604) (54,914)
Total 11,086,139 77,042,121
On 31.12.2009 the Group had EUR 11,086,139 in short-term loans granted.
In 2009 the Group granted EUR 101,869,346 of short-term loans, from which to companies which were at
the time of the approval its parent companies, in total EUR 93,050,000; namely: to the company Infond Hol-
ding, d. d., EUR 54,250,000 and to the company Center Naložbe, d. d., EUR 38,800,000. Center Naložbe,
d. d., in 2009 returned to Radenska, d. d., EUR 1,000,000. Due to its insolvency status and introduction of
insolvency proceedings and receivership, the Group formed a value adjustment of loans and disclosed finan-
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cial expenses for the complete value of loans granted to both related companies. Among others, the Group
also formed a value adjustment for the loan granted to a non-related party in the amount of EUR 729,604.
The interest rate for short-term deposits ranges from 0.5 % to 2.9 %, and for short-term granted loans
between 4.8 % and 4.95 % nominal or 6-month EURIBOR +1.6 % to +2.8 %. The value of short-term loans
is expressed as fair value.
12. A. Short-term financial investments
Movement of short-term financial investments
( in EUR ) 2009 2008
Balance as at 1 January - 28,085,175
Changes in the year:
Sale - (28,085,175)
Balance as at 31 December - -
In 2009 the Group had no short-term financial investments.
12. B. Derivatives
( in EUR ) 2009 2008
Derivatives 1,213,547 13,630
Total 1,213,547 13,630
In 2009, the Group concluded an option contract for the acquisition of shares of the company Birra Peja,
Sh. a., in the amount of EUR 4,248,400. The derivative was assessed by an accredited business appraiser.
Based on the assessment, its fair value amounts to EUR 1,213,547; the Group thus disclosed an impairment
of the mentioned instrument in the amount of EUR 3,036,114.
13. Cash in banks, cheques and cash in hand
( in EUR ) 2009 2008
Cash in banks 809,445 1,832,098
Cash in hand and received cheques 32,550 136,732
Monetary resources in foreign currency 75,539 129,532
Cash items in the process of collection 74,123 92,745
Total 991,657 2,191,107
14. Deferred cost and accrued revenues
( in EUR ) 2009 2008
Deferred cost and accrued revenues 541,321 855,918
Total 541,321 855,918
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Deferred cost and accrued revenues refer to short-term deferred costs and expenses and to short-term
accrued income.
15. Majority owner's capital
The Group's capital is composed of called-up capital, capital reserves, reserves from profit, retained profit
or loss from previous years, revaluation surplus from financial investments classified in the group for-sale,
and profit not yet distributed in advance or a business year loss not yet settled.
Share capital appears as shareholder capital (capital with share or capital contributions). It is divided into
called-up capital and uncalled capital. Uncalled capital is a deductible item of share capital.
The Group's called capital is defined in the company's Statute and amounts to EUR 36,503,305. It is divi-
ded up into 8,747,652 transferable ordinary shares with no par value issued. Each share gives the owner a
voting right at the annual general shareholder's meeting and participation in the profits.
Capital reserves as at 31.12.2009 amount to EUR 78,908,924 and have, in 2009, decreased by EUR
23,468,797 to cover current losses. In the past years capital reserves have been formed from the paid-up
capital surplus generated at two formed capital increases by shareholders and their payments, which excee-
ded the nominal value of paid shares and the general revaluation correction of capital. The value of paid-up
capital surplus amounted to EUR 79,231,564, and the value of the general revaluation correction of capital
EUR 23,146,157.
Reserves include legal reserves in the amount of EUR 3,650,330, reserves for own shares in the amount of
EUR 1,363,200, own shares as deductible items in the amount of EUR 1,363,200, and other revenue reserves.
Legal reserves can be used to cover losses and capital increases. In 2009, for the purposes of covering the
current loss the Group spent legal reserves in the amount of EUR 21,956,464. Own shares include PILR
shares (44,621 lots) in the amount of EUR 1,211,460, PULG shares (69 lots) in the amount of EUR 15,080,
RARG shares (13,194 lots) in the amount of EUR 126,632 and FRAG shares (1,646 lots) in the amount of
EUR 10,028. In 2009, the Group acquired 40,788 lots of own shares in the amount of EUR 1,756,778 and
disposed of 6,276 lots of own shares in the amount of EUR 588,409.
In 2009, the Group spent all other revenue reserves to cover the current loss in the amount of EUR
17,614,513, to constitute reserves for own shares of EUR 964,843 and for the revaluation of shares to a lower
fair value of EUR 219,446.
The net profit for the year from previous years decreased by covering the current loss in the amount of
EUR 93,910,725 and increased by the net profit in 2008 in the amount of EUR 1,635,129 and by the elimina-
tion of reserves for own shares in the amount of EUR 146,129, and decreased by revaluation of own shares
in the amount of EUR 139,374.
The revaluation surplus has increased, by the revaluation effect, the value of available-for-sale financial
assets, to a new fair value in the amount of EUR 10,775,646. The biggest portion of revaluation refers to
MELR shares and to the change of the method of valuating the aforementioned investment. The revaluation
surplus increase in the amount of EUR 22,665,474 refers to direct changes in the equity of Mercator Group
for the years 2008 and 2009, which also results from the cost method valuation of this investment. In 2009,
the Group formed receivables or liabilities for deferred tax in the amount of EUR 1,916,987 from financial
investment revaluation, which at the same time decreases the revaluation surplus.
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The capital ownership structure at 31.12.2009 is as follows:
Shareholder Number of stocks Participation in %
NLB, d. d. 1,713,685 19.590 %
Kapitalska Družba, d.d. 617,488 7.059 %
TCK, d. d. 613,300 7.011 %
Probanka, d. d. 594,628 6.798 %
GB, d. d. Kranj 542,448 6.201 %
Skagen Kon-tiki Verdipapirfond 499,286 5.708 %
NFD 1 Delniški Investicijski Sklad, d. d. 446,465 5.104 %
Publikum Fin, d. o. o. 343,053 3.922 %
Abanka, d. d. 285,463 3.263 %
Banka Celje, d. d. 252,500 2.886 %
Other small shareholders 2,839,336 32.458 %
Total 8,747,652 100.000 %
16. Capital of minority owners
The capital of minority owners as at 31 December 2009 amounted to EUR 9,977,067 and is lower by
EUR 6,890,404 than in 2008. In 2009, minority capital decreased by a recorded loss in the amount of EUR
5,149,147, for the payment of dividends in the amount of EUR 145,374 and due to the sale of shares to the
majority owner in the amount of EUR 1,712,706. An increase by EUR 116,823 refers to revaluation of financial
assets to fair value.
17. Reservations and long-term accrued costs and deferred revenues
17. A. Long-term liabilities to employees
( in EUR ) 2009 2008
Long-term liabilities to employees 6,325,573 6,324,696
Total 6,325,573 6,324,696
Reservations for evaluated liabilities for paying severance pays and jubilee awards were made on the date
of the balance sheet and discounted to the current value. They are based on actuarial calculations. Individual
companies in the Group have made the calculation of reservations for estimated pensions and jubilee awards
by themselves on the basis of the calculation and the method used by an accredited actuary in the previous
years.
The collective agreement lays down that, apart from their regular salaries, all employees except the ma-
nagement are entitled to severance pay when retiring. The severance pay amounts to a maximum of two
average gross salaries in the Republic of Slovenia in the past three months or to two salaries of the employee,
whichever is higher. Jubilee awards are paid to employees with regard to their total period of employment,
amounting to 50 % or 75 % or 100 % of the average net salary of the company in the past three months for
10, 20 or 30 years of work respectively. The chosen discount rate is 5.4 %.
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17. B. Reservations
( in EUR ) 2009 2008
Reservations 3,390,491 2,729,386
Total 3,390,491 2,729,386
Long-term reservations refer to pending actions in affiliated companies and are formed based on bar
opinions and estimates.
Movement of reservations and long-term accrued costs and deferred revenues
Benefits Tenure ( in EUR ) at retirement awards Other Total
1 January 2009 5,259,369 1,065,327 2,729,386 9,054,082
Increase 656,227 131,972 948,568 1,736,767
Decrease – drawing (551,420) (126,972) (215,514) (893,906)
Decrease – elimination (103,021) (5,909) (71,949) (180,879)
31 December 2009 5,261,155 1,064,418 3,390,491 9,716,064
In 2009, the Group additionally constituted long-term reservations for severance pay and long-service
awards in the amount of EUR 788,199; they drew these from or disposed of them in the amount of EUR
787,322. Other reservations in 2009 increased by EUR 661,105.
18. Long-term liabilities
18. A. Long-term financial liabilities
( in EUR ) 2009 2008
Long-term loans obtained from banks 267,156,576 239,565,293
Total 267,156,576 239,565,293
Transfer to short-term financial liabilities (139,895,170) (18,553,743)
Total 127,261,406 221,011,550
Maturity of long-term financial liabilities
( in EUR ) 2009 2008
Maturity above 6 years - -
Maturity from 4 to 6 years 8,561,596 10,018,718
Maturity from 2 to 4 years 53,797,560 75,038,988
Maturity from 1 to 2 years 64,902,313 135,953,844
Short-term part of long-term financial liabilities 139,895,175 18,553,743
Total 267,156,644 239,565,293
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The interest rate for the Group's long-term loans fluctuated on average between 3.43 % and 3.64 % in
2009 or 6-month EURIBOR + 1.5 % to 4 %.
Movement of long-term loans
Changes in Short-term Debt position New loans short-term Repayments part of long Debt position( in EUR ) 112009 in year 2009 loans in year 2009 term loans 31122009
Banks 220,958,384 51,222,864 5,500,000 10,551,257 139,868,585 127,261,406
Other lenders 53,166 - - 53,166 - -
Total 221,011,550 51,222,864 5,500,000 10,604,423 139,868,585 127,261,406
In 2009 the Group took out EUR 51,222,864 of new long-term loans and acquired from short-term loans
EUR 5,500,000 of long-term loans. The Group paid off EUR 10,604,423 of existing loans. In 2010 the Group
expects to pay off EUR 139,895,170 of long-term loans.
Long-term financial liabilities of the Group are insured by a mortgage of securities, real estate property
and movable property. In order to ensure long-term loans, the Group pledged 257,603 shares of Pivovarna
Union, d. d., or 57.1 % of all shares, 572,632 shares of Poslovni Sistem Mercator, d. d., or 15.2 % of all shares
of the aforementioned company and 284,000 shares of the company Fructal, d. d., or 11.3 % of all shares.
The book value of the pledged shares as at 31.12.2009 amounts to EUR 188,768,330. A part of the long-term
debts are insured by a mortgage in the amount of EUR 48,162,303. The value of all unpaid insured long-term
debts, with shares, a mortgage and pledged movable property and receivables of insured long-term debts as
at 31 December 2008 amounts to EUR 125,698,906; the loan in the amount of EUR 1,562,500 is not insured.
The value of long-term financial liabilities is expressed as fair value.
18. B. Long-term operating liabilities
( in EUR ) 2009 2008
Other long-term operating liabilities 11,476 111,108
Total 11,476 111,108
18. C. Long-term liabilities for deferred tax
Long-term deferred tax liabilities have been calculated based on the temporary differences by taking into
consideration the liability method and the tax rate which will be valid in the year when the deferred tax assets
and liabilities are realized. The tax rate for the income tax assessment of legal entities shall be reduced from
21 % in 2009 to 20 % from 2010 onwards.
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Fair value (properties, Fair value Fair value ( in EUR ) buildings) (financial assets) (trademarks) Other Total
LIABILITIES FOR DEFERRED TAX
1 January 2008 2,709,392 30,446,835 25,554,498 141,600 58,852,325
Change in the profit and
loss statement 1,034,365 (11,063,677) - (8,512) (10,037,824)
Change in the balance sheet 520,471 (19,310,508) - - (18,790,037)
31 December 2008 4,264,228 72,650 25,554,498 133,088 30,024,464
Change in the profit and
loss statement (56,561) - (5,915,596) (20,442) (5,992,599)
Change in the balance sheet 1,237 109,120 - (41) 110,316
31 December 2009 4,208,904 181,770 19,638,902 112,605 24,142,181
The long-term deferred tax liability as at 31 December 2009 amounts to EUR 24,142,181 and refers to the
value of the established surplus from revaluating the available-for-sale financial assets in the amount of EUR
18,770, the revaluation of brand names in the Union Group in the amount of EUR 13,732,098, the revaluati-
on of brand names in the company Delo, d. d., in the amount of EUR 5,906,804 and the revaluation of the
Group's real estate property in the amount of EUR 4,208,904.
19. Short-term liabilities
19. A. Short-term operating liabilities
( in EUR ) 2009 2008
Short-term liabilities to companies in the Group as suppliers 1,228,415 35,022,948
Short-term liabilities to other suppliers 26,917,991 -
Short-term operating liabilities to others:
to employees 5,176,881 3,988,770
to the state 8,328,506 8,863,532
Short-term liabilities for advances 617,804 1,545,952
Other short-term liabilities 2,553,489 3,754,040
Total 44,823,086 53,175,242
In comparison to 2008, short-term operating liabilities decreased by 18.8 %.
The value of short-term operating liabilities is expressed as fair value.
19. B. Short-term liabilities for tax payment
( in EUR ) 2009 2008
Short-term liabilities for tax payment 1,651,622 1,019,224
Total 1,651,622 1,019,224
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19. C. Short-term financial liabilities
( in EUR ) 2009 2008
Short-term part of long-term financial liabilities 139,868,585 18,553,743
Short-term financial liabilities for interest from loans 2,945,214 2,355,251
Short-term loans obtained from companies in the Group 2,045,977 -
Short-term loans obtained from banks 176,956,656 178,225,970
Other short-term financial liabilities 5,033,019 8,104,582
Total 326,849,451 207,239,546
In comparison to the previous year, short-term financial liabilities increased by EUR 119,609,905 or by
57.7 %.
In 2008, the average interest rate for short-term loans fluctuated between 4.03 % and 5.39 % or 6-month
EURIBOR +1.375 % to 5.6 % on an annual level, or 3-month EURIBOR +3 %.
In order to insure short-term loans, the Group pledged 603,480 shares (90.4 %) of Delo, d. d., 4,402,427
shares (73.88 %) of Radenska, d. d., 182,692 shares (40.50 %) of Pivovarna Union, d. d., 223,743 shares (5.94
%) of Poslovni Sistem Mercator, d. d., 213,115 shares (6.27 %) of Probanka, d. d., Maribor, 270,648 shares
(1.65 %) of Elektro Gorenjska, 645,003 shares (22.57 %) of Thermana, d. d., Laško, 1,921,921 shares of Elektro
Maribor, 1,271 shares of Telekom Slovenija and 216,359 shares of Zavarovalnica Triglav. The book value of the
pledged shares as 31 December 2009 amounts to EUR 219,171,246. A part of the short-term debts are insu-
red by a mortgage and a part with the pledge of property. The book value of pledged real estate and movable
property as at 31 December 2009 amounts to EUR 43,722,191. In addition, short-term loans are also insured
with receivables, the value of which is on 31.12.2009 EUR 19,520,000. The value of all unpaid debts, insured
by shares, mortgages, pledged real estate and receivables of insured short-term debts as at 31 December 2009
amounts to EUR 323,417,065. Short-term loans at banks in the amount of EUR 3,432,386 are not ensured.
The value of short-term operating liabilities is expressed as fair value.
20. Accrued costs and deferred revenues
( in EUR ) 2009 2008
Accrued costs and deferred revenues 8,888,662 5,681,141
Total 8,888,662 5,681,141
Accrued costs and deferred revenues refer in the short term to costs accounted in advance for unused
leaves of employees and severance payments for redundant workers, and to the guarantee granted by Pivo-
varna Laško, d. d., to the bank for insurance of loans of the company Center Naložbe in the amount of EUR
3,637,650.
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21. Analysis of sales revenues and costs
21. A. Analysis of sales revenues by main products
( in EUR ) 2009 2008
Sale revenues of products and services in Slovenia 252,285,574 299,298,191
Sale revenues of products and services on foreign markets 47,015,590 50,128,727
Sale revenues of materials and merchandise sold in Slovenia 25,177,112 10,076,087
Sale revenues of materials and
merchandise sold on foreign markets 2,548,570 525,302
Total 327,026,846 360,028,307
Sales revenues in 2009 compared to the previous year decreased by EUR 33,001,461 or by 9.2 %.
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21. B. Analysis of sales revenues by countries
( in EUR ) 2009 2008
Sale revenues in Slovenia 277,462,685 309,374,278
Sale revenues on foreign markets 49,564,161 50,654,029
Total 327,026,846 360,028,307
Sales revenues from foreign markets were generated mostly in the markets of the
former Yugoslavia.
21. C. Other operating revenues
Other operating revenues amount to EUR 8,428,658. A portion of other operating revenues in the amount
of EUR 3,640,777 refers to impairment of long-term assets of the company Jadranska Pivovara – Split, d. d.
Other operating revenues include revenues from the sale of fixed assets, collected receivables for which a
value correction of receivables was formed in the previous years, revenues for the elimination of long-term
reservations and subsidies received.
21. D. Analysis of expenses by categories
( in EUR ) 2009 2008
Expenses of materials and merchandise sold 126,255,327 145,209,346
Expenses of services 74,530,564 95,219,090
Depreciation 28,000,182 29,716,424
Expenses of salaries 44,566,288 44,799,783
Benefits on payments for social security 7,638,151 8,009,695
Other labor costs 12,266,871 9,287,684
Revaluation of operating expenses at fixed assets 36,883,116 7,602,711
Revaluation of operating expenses at reverse assets 2,979,151 1,126,533
Costs of reservations 1,085,846 144,882
Other operating expenses 7,832,328 6,607,458
Total 342,037,824 347,723,606
Operating expenses are, without impairment of brand names and goodwill of the company Delo, d. d., in
the amount of EUR 35,493,574; compared to the previous year, they decreased by EUR 41,179,356. Particu-
larly decreased were the cost of supplies, raw material and merchandise in the amount of EUR 18,954,019,
and costs of services by EUR 20,688,526. The largest decrease among the costs of services is disclosed in
marketing costs.
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21. E. Expenses by functional groups
Production Cost of Year 2009 expenses of sold Expenses of general ( in EUR ) products and goods selling activities Total
Expenses of materials and
merchandise sold 112,228,473 10,826,574 3,200,280 126,255,327
Expenses of services 21,140,387 42,562,360 10,827,817 74,530,564
Depreciation 22,391,098 2,729,421 2,879,663 28,000,182
Expenses of salaries 40,863,933 8,834,470 14,772,907 64,471,310
Revaluation of operating
expenses at fixed assets 93,129 780,870 36,009,117 36,883,116
Revaluation of operating
expenses at reverse assets - 1,886,356 1,092,795 2,979,151
Costs of reservations 460,135 50,425 575,286 1,085,846
Other expenses 3,517,986 434,958 3,879,384 7,832,328
Total 200,695,141 68,105,434 73,237,249 342,037,824
Production Cost of Year 2008 expenses of sold Expenses of general ( in EUR ) products and goods selling activities Total
Expenses of materials and
merchandise sold 140,808,515 3,162,671 1,237,249 145,208,435
Expenses of services 20,442,773 58,431,788 16,345,253 95,219,814
Depreciation 23,569,402 3,677,435 2,469,771 29,716,608
Expenses of salaries 38,722,131 8,921,667 13,940,791 61,584,589
Revaluation of operating
expenses at fixed assets 4,932,591 385,279 2,284,841 7,602,711
Revaluation of operating
expenses at reverse assets 130,443 671,525 324,565 1,126,533
Costs of reservations 50,709 36,221 57,953 144,882
Other expenses 2,535,133 1,900,420 2,684,481 7,120,034
Total 231,191,697 77,187,005 39,344,904 347,723,606
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22. Net financial expenditures
( in EUR ) 2009 2008
Financial revenues without currency differences 5,572,492 11,888,812
Financal revenues on the basis of profit shares 321,820 4,812,221
Financial revenues from loans given 5,088,402 4,953,275
Financial revenues from accounts receivable 162,270 281,166
Financial revenues from sale of securities - 1,842,150
Financial expenditures without currency differences (210,387,002) (36,217,844)
Financial expenditures from impairment and write-offs of investments (187,453,091) (11,710,984)
Financial expenditures from financial liabilities (22,529,632) (24,063,221)
Financial expenditures from operating liabilities (404,279) (443,639)
Currency differences from financing 11,305 (61,834)
Negative currency differences (38,739) (84,850)
Positive currency differences 50,044 23,016
Net financial expenditures (204,803,205) (24,390,866)
Net financial expenditures for 2009 amount to EUR 204,939,031 and have significantly increased compa-
red to the previous year, particularly due to impairments of granted loans, long-term financial investments
and granted guarantees.
Arising from impairments of granted loans with participating interest to the companies Infond Holding,
d. d., and Center Naložbe, d. d., the Group disclosed financial expenses in the amount of EUR 111,189,949.
Other impairments refer to impairments of investments in shares of the following companies: Infond Hol-
ding, d. d., in the amount of EUR 5,588,366, Elektro Maribor in the amount of EUR 8,265,980, Večer, d. d.,
in the amount of EUR 6,691,313, Thermana, d. d., in the amount of EUR 5,303,921, Birra Peja in the amount
of EUR 2,174,454 and Elektro Gorenjska, d. d., in the amount of EUR 382,398. Based on the assessment
of the accredited business appraiser, the Group recognized impairment of an option into acquisition of an
additional share in the associated company Birra Peja in the amount of EUR 3,036,114. Another financial
expenditure from impairment disclosed is a granted guarantee in shares of Radenska (345,304 shares) for
loans which were obtained by the parent company during the acquisition time, Center Naložbe, d. d., in the
amount of EUR 3,637,650. Financial expenses in the amount of EUR 41,083,074, however, refer to revalua-
tion of a MELR investment to stock market value.
23. Share of (loss)/profit in associated companies
( in EUR ) 2009 2008
Share of loss/profit in associated company 10,136,031 1,259,654
Total 10,136,031 1,259,654
The share of profits of the subsidiaries refers to participation in the profits of Poslovni Sistem Mercator,
d. d., in the amount of EUR 10,727,557, to a share in the losses of Thermana, d. d., in the amount of EUR
455,700, and a share in the losses of Birra Peja, d. d., in the amount of EUR 135,827.
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24. Income tax
( in EUR ) 2009 2008
Current tax 2,779,391 4,066,690
Deferred tax (40,576,837) (5,353,311)
Total (37,797,446) (1,286,621)
( in EUR ) 2009 2008
Profit and loss before taxation (175,343,373) 16,532,924
Tax paid according to valid tax rate:
Revenue tax, calculated according to 21 % or 22 % tax rate (36,656,634) 3,637,243
Correction of revenue to granted revenue tax level (4,944,623) (10,040,940)
Non-recognized revenue by tax 204,549,892 22,892,426
Tax base I 24,261,896 29,384,410
Changes to the tax base (918,586) (9,597,951)
Tax base II 23,343,310 19,786,459
Tax reliefs (1,905,883) (1,301,504)
Tax base III 21,437,427 18,484,955
Tax 2,779,391 4,066,690
Deferred taxes which affect profit or loss are shown in the table of movement of long-term receivables for
deferred tax (note 7) and long-term liabilities (note 18. C).
The Group's income tax differs from the theoretical sum of the tax which would occur at the use of the
fundamental tax level of the home country as follows:
Tax relief refers to:
• relief for research and development,
• relief for voluntary supplementary pension insurance,
• relief for the employment of disabled persons, and
• relief for donations.
The authorities can audit the operation of the company, within which additional liabilities of tax payment,
interest on arrears or penalties with regard to the income tax or other taxes and contributions can occur at
any time within five years after the year in which tax should be levied. The company management is not
familiar with any circumstances which could present important liabilities with respect thereof.
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25. Cash flow from operating activities
( in EUR ) 2009 2008
Operating profit of the period (5,229,918) 25,700,175
Adjustments for:
Depreciation of property, plant and equipment 27,538,653 29,204,648
Depreciation of intangible fixed assets 460,450 511,776
Write-offs of fixed assets 36,883,116 7,102,278
Write-offs of short-term assets 2,979,151 -
Net movement in reservations (661,982) (466,697)
Payment share in the profits in associated companies 4,929,175 -
Currency differences from loans - (61,834)
72,128,563 36,290,171
Changes of reverse capital
Inventories and non-current assets for sale (8,334,290) (761,544)
Operating and other receivables 10,374,438 (11,420,365)
Operating and other liabilities (8,249,520) 6,857,537
(6,209,372) (5,324,372)
Cash made from operation 60,689,273 56,665,974
26. Reporting by segments
26. A. Business segments
Newspaper Year 2009 Other publishing ( in EUR ) Beer beverages activity Other Total
Net sales revenues
by segments 150,804,759 112,316,232 53,686,373 36,873,654 353,681,018
Revenues among segments 2,870,698 3,615,648 25,480 20,142,346 26,654,172
Net sales revenues 147,934,061 108,700,584 53,660,893 16,731,308 327,026,846
Operating profit and loss 22,705,007 5,332,510 477,987 (33,745,422) (5,229,918)
Financial revenues/
expenditures (net) (204,803,205)
Profits/losses in
associated companies 6,317,072
Profit and loss before tax (203,716,051)
Tax 37,797,446
Profit and loss of
accounting period (165,918,605)
Assets by segments 392,964,881 154,003,298 80,254,884 54,573,083 681,796,146
Liabilities by segments 365,606,315 70,058,403 33,562,043 40,258,942 509,485,703
Investments 9,714,243 3,711,223 3,699,845 885,904 18,011,215
Expenses without cash flow
as a consequence 13,171,304 8,998,774 2,876,080 781,462 25,827,620
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Newspaper Year 2008 Other publishing ( in EUR ) Beer beverages activity Other Total
Net sales revenues
by segments 166,826,167 122,918,891 60,499,049 42,537,904 392,782,011
Revenues among segments 15,203,171 15,633,605 33,379 1,883,549 32,753,704
Net sales revenues 151,622,996 107,285,286 60,465,670 40,654,355 360,028,307
Operating profit and loss 5,276,918 5,594,886 5,897,816 8,930,553 25,700,173
Financial revenues/
expenditures (net) (24,390,866)
Profits/losses in
associated companies 1,259,654
Profit and loss before tax 2,568,961
Tax 1,286,621
Profit and loss of
accounting period 3,855,582
Assets by segments 287,434,727 182,826,038 62,169,893 128,236,509 660,667,167
Trademarks 27,737,252 40,923,239 59,112,000 - 127,772,491
Positive goodwill 10,165,440 15,248,156 9,440,486 - 34,854,082
Liabilities by segments 374,192,692 90,297,969 26,748,507 36,077,189 527,316,357
Investments 29,719,868 10,577,875 1,507,528 9,582,685 51,387,956
Expenses without cash
flow as a consequence 15,058,517 10,227,995 2,687,626 1,742,286 29,716,424
Sale by geographical segments is disclosed in explanatory note 26. B.
26. B. Geographical segments
( in EUR ) 2009 2008
Net sales revenue
Slovenia 277,462,686 309,374,278
Foreign market 49,564,160 50,654,029
Total 327,026,846 360,028,307
Assets
Slovenia 384,467,058 579,405,685
Foreign market 36,360,012 64,438,600
Investments in associated companies 138,836,076 4,804,454
Trademarks (Slovenia) 93,194,513 127,772,491
Positive goodwill (Slovenia) 29,938,487 34,854,082
Total 682,796,146 811,275,312
Investments
Slovenia 16,697,344 49,064,996
Foreign market 1,313,871 2,322,960
Total 18,011,215 51,387,956
Sales revenues from foreign markets were generated mostly on the markets of the former Yugoslavia;
assets on foreign markets refers explicitly to assets in the countries of the former Yugoslavia.
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27. Profit per share
The net profit per share is calculated with the distribution of net profit belonging to shareholders, with the
weighted average number of shares on the market during the year, where the average number of treasury
shares is excluded.
( in EUR ) 2009 2008
Profit (loss) of majority owners (156,950,499) 3,639,758
Weighted number of ordinary shares issued 8,703,031 8,742,953
Net profit per share (18.03) 0.42
Adjusted net profit per share (18.03) 0.42
28. Comprehensive income per share
( in EUR ) 2009 2008
Comprehensive income of majority owners (125,426,366) (329.824)
Weighted number of ordinary shares issued 8,703,031 8,742,953
Net comprehensive income per share (14.41) (0.04)
Adjusted net comprehensive income per share (14.41) (0.04)
29. Dividends per share
In 2008, the payment of dividends of the parent company Pivovarna Laško, d. d., amounted to EUR
8,742,384 or EUR 1 per share. Only the affiliated company Radenska, d. d., made payments of dividends in
2009. The minority owners of Radenska, d. d., received a dividend in the amount of EUR 145,374.
30. Financial risks
30. A. Credit risk
Trade receivables do not present any sizable risk to the Group, as it predominantly works with known and
verified customers, has its receivables insured with the usual insurance instruments, and at the same time
limits on the allowed debt for an individual customer with respect to the contract of sale are determined.
From the explanatory note, it is evident that the credit risk is insignificant.
30. B. Interest rate risk
The Company has been able to partly dismiss this risk in previous years with the use of realization of a
financial instrument in the form of an interest rate shield for its acquired long-term loans. With the interest
rate collar, the Company has protected a part of its financial liabilities from possible growth of the referential
interest rate above a certain level. During the second half of 2008, as a result of the emerging economic
crisis, the referential interest rate began to significantly decrease. The decline continued in 2009 as well,
and that is why the company from the aforementioned financial instrument realized negative effects below
the bottom line due to the decline in the referential interest rate. The derivative was, on the last day of the
year, calculated at fair value and disclosed among other financial liabilities, and the revaluation effect was
recognized as financial expenditure.
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Average Interest Change in fin. Amount of interest Difference rate Decrease in expenditures( in EUR ) interest rate in % in interest protection interest interest
Actual financial expenditures
with respect to interest 22,560,618 3.98 - - 22,560,618 -
Expenditures in the event of
interest rate increase by 1 % 28,229,115 4.98 5,668,497 (1,032,000) 27,197,115 4,636,497
Expenditures in the event of
interest rate decrease by 1 % 16,892,121 2.98 (5,668,497) - 16,892,121 (5,668,497)
Expenditures in the event of
interest rate increase by 1.5 % 31,063,363 5.48 8,502,745 (1,620,000) 29,443,363 6,882,745
Expenditures in the event of
interest rate decrease by 1.5 % 14,057,873 2.48 (8,502,745) - 14,057,873 (8,502,745)
In the event the interest rate is increased by 1 %, the expenses would rise in the amount of EUR 4,397,781,
and with 1.5 % by EUR 8,502,745, if protection of the interest rate is considered a part of the financial liabi-
lities.
If the interest rate would decrease by 1 % or 1.5 %, then the expenses would decrease by EUR 5,368,497
or EUR 8,052,745.
30. C. Currency risk
The currency risk at the operation of the Group in 2009 was negligible, as the structure of transactions
with foreign countries was predominantly linked to the euro.
30. D. Liquidity risk
On the last day of 2009 the Group had an excess of current liabilities over current assets in the amount
of EUR 257,067,691. The management of the parent company estimates that the Group will be able to
settle its current liabilities only upon agreement with banks (the latter act in the role of creditors as well as
in the role of important Group owners) on refinancing of the existing short-term loans or on the sale of the
Group's long-term assets. The aforementioned could also be settled by the Group with sufficient increase of
its sustainable resources. So far, no such arrangement with banks, nor increases in sustainable resources of
the Group has taken place.
30. E. Cash flow risk
Cash flow risk is reflected in the fair value of assets risk. The risk can be managed with derivative financial
instruments. In 2009, the Company did not insure the financial assets fair value risk, which has brought
into existence the risk determined in the following chart.
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Fair value Difference – Difference – Difference – as at influence on the influence on the influence on liability( in EUR ) 12/31/2009 value of N-CI revaluation surplus for deferred tax
Balance as at
31 December 2009 134,612,076 - - -
Increase in price by 10 % 148,073,284 13,461,208 10,768,966 2,692,242
Decrease in price by 10 % 121,150,868 (13,461,208) (10,768,966) (2,692,242)
Increase in price by 5 % 141,342,680 6,730,604 5,384,483 1,346,121
Decrease in price by 5 % 127,881,472 (6,730,604) (5,384,483) (1,346,121)
In the event of an increase or decrease in the value of investments valued at the fair value, it is reflected
in the increase or decrease of the surplus directly in the capital and at the same time in the liability for the
deferred tax. Investments valued at the cost of purchase and investments in associated companies valued in
compliance with the equity method rules are not included in the risk calculation.
31. Contingent liabilities
The previous management of the parent company Pivovarna Laško, d. d., in the year which was completed
on 31.12.2008, issued a patronage statement addressed to the company Perutnina Ptuj, d. d., with which
Pivovarna Laško, d. d., guarantees Perutnina Ptuj, d. d., for the fulfilment of liabilities in the amount of EUR
20 million with corresponding interest. Conditional liabilities of Pivovarna Laško, d. d., were, in the annual
report for the year completed on 31.12.2008, not disclosed in accordance with IFRS. On 20.11.2009 Perutnina
Ptuj, d. d., addressed a request to Pivovarna Laško for the return of EUR 11,600,120. The mentioned amount
refers to granted loans, which were approved based on the signed patronage statement of Perutnina Ptuj, d.
d., to the companies Center Naložbe, d. d., and Infond Holding, d. d. Pivovarna Laško Group is examining
the request together with its legal experts and is striving to determine how likely it is that it will have to return
the required amount. Several legal opinions have been obtained to this end. Based on the obtained legal opi-
nions, the management of the Group evaluates that there is no obligation for Pivovarna Laško Group arising
from this to pay the requested amount, which is why the Group has not disclosed liability for the requested
amount in its financial accounts.
Contingent liabilities also refer to granted guarantees in the amount of EUR 4,630,251.
Among other conditional liabilities, we shall particularly mention the potential liability for the payment of
corporate income tax after the implemented tax inspection audit of corporate income tax in the year 2007.
In 2009 a tax inspection audit was held in Pivovarna Laško, d. d., on the corporate income tax for the year
2007, and a minute was issued on 5.1.2010, in which the tax authority complains of irregularities resulting
in an increase of the tax base for the corporate income tax return. According to the understanding of the tax
authority, revenues for the year 2007 should be increased by EUR 25,055,540, and expenses decreased by
EUR 215,690. The potential increase of revenues refers to the sale of shares of Istrabenz (ITBG) at prices
from option contracts, which were on the day the transaction was carried out lower than the market prices.
On 3.2.2010 the company submitted to the Special Tax Office their comments on the minutes, in which the
company refuses the reproaching irregularities as unfounded. Based on the submitted comments, the tax
authority expanded the tax procedure and has not yet provided its response.
32. Business combinations
In 2009 there were no business combinations.
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33. Receipts of the management and employees accofding to individual contract
The parent company Pivovarna Laško, d. d., is managed by the Management and Supervisory Boards,
whose earnings are represented in the tables below:
Other
Fixed part Variable part revenues
( in EUR ) of receipts (incentive) (incentive) Benefits Total
MANAGEMENT
Pivovarna Laško, d. d.
Boško Šrot 100,382 - 16,580 152,000 268,962
Dušan Zorko 90,991 - - - 90,991
Total 191,373 - 16,580 152,000 359,953
Pivovarna Union, d, d, Ljubljana
Dušan Zorko 121,115 5,000 - - 126,115
Total 121,115 5,000 - - 126,115
Group Fructal
Anton Balažič 132,000 - 10,491 - 142,491
Ales Škraba 45,308 - - - 45,308
Emilija Mitevska 16,795 - - - 16,795
Ilija Vidoevski 16,795 - - - 16,795
Total 210,898 - 10,491 - 221,389
Radenska, d. d. Radenci
Tomaž Blagotinšek 16,075 - 604 66,000 82,679
Zvonko Murgelj 46,200 - 819 - 47,019
Mojca Jazbinšek Volk 9,363 - - - 9,363
Olga Smej 9,000 - 44 108,000 117,044
Total 80,638 - 1,467 174,000 256,105
Group Delo
Jurij Giacomelli 12,000 - 6 - 12,006
Marjeta Zevnik 8,871 - - - 8,871
Mojca Jazbinšek Volk 85,288 - 8,288 - 93,576
Darijan Košir 88,830 - 3,133 - 91,963
Peter Puhan 93,789 - 6,554 - 100,343
Samo Čok 91,947 - 8,133 - 100,080
Total 380,725 - 26,114 - 406,839
Vital Mestinje, d. o. o.
Zvonko Murgelj 82,070 - - - 82,070
Total 82,070 - - - 82,070
Jadranska Pivovara – Split, d. d.
Marijan Kos 41,290 - 3,482 - 44,772
Total 41,290 - 3,482 - 44,772
Total 1,108,109 5,000 58,134 326,000 1,497,243
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( in EUR ) 2009 2008
INDIVIDUAL CONTRACTS
Fixed part of receipts 5,662,498 3,617,526
Other revenues 283,230 280,547
Variable part (incentive) 172,422 17,775
Benefits 1,757,173 75,863
Total 7,875,323 3,991,711
The receipts of employees based on individual contracts also disclose receipts of the Management Bo-
ard member of Jadranska Pivovara – Split, d. d., Mr Tomaž Udrih, who has been, based on his individual
contract, receiving earnings in the parent company Pivovarna Laško, d. d., and these were, based on the
agreement on business cooperation, further invoiced to Jadranska Pivovara, d. d. Mr Tomaž Udrih acted as
director of Jadranska Pivovara – Split, d. d., until 1 April 2009, and from 1 April to 9 December 2009 as the
company's procurator. In 2009, Mr Udrih received EUR 83,053 of gross earnings, EUR 4,004 of benefits
and EUR 51,508 of severance pay.
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( in EUR ) 2009
SUPERVISORY BOARD
Anton Turnšek 10,468
Boris Završnik 4,388
Iztok Seničar 1,937
Aleksander Svetelšek 362
Marjan Mačkošek 990
Vladimir Malenković 1,096
Bojan Košak 4,158
Simon Zdolšek 858
Andrej Kebe 4,158
Andrijana Starina Kosem 19,919
Lah Rebeka 9,661
Dušan Zorko 11,884
Branimir Piano 22,926
Marjeta Zevnik 12,850
Mirjam Hočevar 8,660
Robert Šega 1,482
Dragica Čepin 2,847
Sonja Tominec 1,297
Franko Lipičar 1,192
Omar Dominik 1,192
Pavel Teršek 64
Boško Šrot 9,852
Jože Sadar 2,456
Gorazd Šetina 2,520
Tadeja Filipič Stojanovič 2,520
Branko Šafarič 2,520
Anton Medvešek 4,143
Vilijam Iztok Počkaj 894
Jure Jež 671
Lilijana Ipavec 894
Franc Rojnik 5,020
Terezija Peterka 6,724
Total 160,603
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34. Transactions with related companies
Loans to related parties
Debt position New loans Repayments Depreciation Debt position
( in EUR ) 1.1.2009 in year 2009 in year 2009 in year 2009 31.12.2009
Other related persons
Infond Holding, d. d. 600.000 53,650,000 - 54,250,000 -
Center Naložbe, d. d. 30,800,000 30,900,000 6,800,000 54,900,000 -
Net sales revenues 31,400,000 84,550,000 6,800,000 109,150,000 -
Interest on loans to related parties
Accrued Interest Impairment
State interest interest payments interest State interest
( in EUR ) 1.1.2009 in year 2009 in year 2009 in year 2009 31.12.2009
Other related persons
Infond Holding, d. d. 2,633 2,239,599 1,015,413 1,226,819 -
Center Naložbe, d. d. 113,091 1,706,252 1,006,213 813,130 -
Net sales revenues 115,724 3,945,851 2,021,626 2,039,949 -
35. Events after the balance sheet date
Termination of the procedure on deciding on the petition for initiation of bankruptcy procee-dings against the company Center Naložbe, d. d.
The District Court in Maribor decided with a decree of 18 January 2010 to terminate the procedure of
deciding on the petition of the creditor companies Pivovarna Laško, d. d., Pivovarna Union, d. d., Radenska,
d. d., Delo, d. d., and Fructal, d. d., for the initiation of bankruptcy proceedings against the debtor, Center
Naložbe, d. d., until the completion of the receivership against Center Naložbe, d. d. The procedure on de-
ciding on the petition of credit companies for the initiation of bankruptcy proceedings against the company
Center Naložbe, d. d., is thus terminated until the completion of the receivership against the company Center
Naložbe, d. d.
Appointing new director in affiliated company RA & LA, d. o. o., Sarajevo
On 28.2.2010, the term of the company's director, Mr Marko Božiček, ended in mutual agreement. Mr
Šerif Krajišnik was appointed as the new compay director for a term of four years, with the beginning of the
term of office on 1.3.2010.
Report on findings of special audit
On 9.3.2010, Pivovarna Laško, received a Report on findings of the special audit on the management of
particular operations of Pivovarna Laško Group (hereinafter: report), which was, on the basis of the gene-
ral meeting decision of 31.8.2009, prepared by BDO Revizija, d. o. o., družba za revidiranje, Ljubljana. In
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accordance with Article 320 of the Companies Act ZGD-1, the company management sent the report to all
members of the Supervisory Board.
The Supervisory Board addressed the report and got acquainted with its content at the 17th regular me-
eting on 30.3.2010. Based on the Management Board findings indicating that other transactions were also
conducted, which were in terms of content related to the discussed and yet were not included in the report
by the special audit, it was recommended to the Management Board by the Supervisory Board to conduct a
thorough check of these particular transactions. The Management and Supervisory Boards shall inform the
General Meeting of Shareholders with this report at an ordinary session of the General Meeting of Share-
holders.
Decision of the High Commercial Court in Celje on the annulment of the decision made by the register court
On 11 March 2010, Pivovarna Laško, d. d., adopted a decision of the High Commercial Court in Celje, with
which the aforementioned court annulled the decision made by the register court. It concerns a register
matter of the petitioner PanSlovenian Shareholders' Association, in which the register court dismissed the
petitioner's suggestion for entering two new members of the Supervisory Board, who were appointed at
the so-called »spontaneous« or »staircase« assembly. The High Commercial Court in its explanatory note
clarified that the register court in a non-contentious procedure cannot decide on the content in the event a
lawsuit is already pending in the same subject matter, and should thus terminate the procedure until the
decision of the pending lawsuit. We must add that the District Court in Celje has already reached a decision
in this lawsuit, saying that the decisions of the so-called »spontaneous« or »staircase« assembly are null. The
decision is not final.
Denationalization claims in Radenska, d. d., Radenci
In 1993, denationalization beneficiary Mr Rudolf Höhn-Šarič, Baltimore, United States, submitted an
application for denationalization of nationalized property. The application submitted refers to return of the
ownership share in the then-company and subordinated return into ownership and possession of properties
and payment of compensation. In nature this represents the majority of lands and facilities within the spa
resort in Radenci and part of the lands and facilities on the site of the current bottling plant in Boračeva.
In July 2009 the Supreme Court of the Republic of Slovenia it its audit report ruled that the beneficiary, Mr
Rudolf Höhn-Šarič, has been deemed a Yugoslav and Slovenian citizen since 28 August 1945. The question
of nationality represented a previous question in this procedure. Based on the decision of the Supreme Court
on the recognition of the beneficiary's nationality, the competent administrative unit at the end of February
2010 submitted three preliminary submissions of the beneficiary or his commissioner, which describe in
more detail the scope of the claim for the return of the nationalized property. Documentation is not yet
complete. In the current procedure Radenska, d. d., Radenci as a person liable in March 2010 submitted to
the competent administrative unit a request for the delivery of other documents and an application for an
extension of time until the identification of stipulations from the preliminary submission.
Information about the current state in Jadranska Pivovara – Split, d. d.
On 11 March 2010 the Commercial Court in Split, due to insurance of a non-monetary claim of the petitio-
ner Shareholders' Association of Jadranska Pivovara – Split, d. d., issued a temporary injunction, with which
it forbade Jadranska Pivovara – Split, d. d., to dispose or in any other way dispose of the rights arising from
ownership of the property and shares of the company. Any disposition opposed to the temporary injunction
is without legal effect. Jadranska Pivovara – Split, d. d., lodged an appeal gainst the temporary injunction
because it believes that the aforementioned temporary injunction was issued as unfounded. The competent
court has not yet made a decision about the appeal.
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In Jadranska Pivovara – Split, d. d., a gradual production stoppage began on 1 April 2010 due to rationaliza-
tion, because the management of the company failed to conclude an agreement with potential buyers for the
purchase of assets of Jadranska Pivovara. It is expected that Jadranska Pivovara will continue with bottling
of Kaltenberg beer until the end of May, which is to be produced at Pivovarna Laško, d. d. Pivovarna Laško
and Jadranska Pivovara will provide financial resources for settlement of accounts payable, banks and those
employed at Jadranska Pivovara. Pivovarna Laško will continue with an active search for a buyer of the assets
of Jadranska Pivovara.
Change in the Management Board of affiliated company Fructal, d. d., Ajdovščina
The chairman of the Management Board of Fructal, d. d., Ajdovščina, Mr Anton Balažič, submitted a letter
of resignation of 31 March 2010, and on 1 April 2010 the Supervisory Board appointed Mr Drago Kavšek as
the new chairman of the Management Board.
Transactions with related parties of Pivovarna Laško Group
As at 31 March 2010, Pivovarna Laško, d. d., discloses a liability to companies in Pivovarna Laško Group
arising from short-term loans received in the amount of EUR 39,900,000, from which EUR 8,200,000 to
Pivovarna Union, d. d., Ljubljana, and EUR 31,700,000 to Radenska, d. d., Radenci.
Sale of shares of Večer, d. d., Maribor
The sale of investment in shares of Večer, d. d., Maribor, was initiated in January 2010. A thorough busi-
ness and legal inspection of the company Večer, d. d. was conducted and a public tender prepared, which was
publicly announced in March 2010.
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4.2.8 STATEMENT OF THE MANAGEMENT
The Board of Managers is responsible for preparation of the annual report of Pivovarna Laško Group and
consolidated financial statements in a way which reflects a fair state of property and financial statements pre-
pared according to the International Financial Reporting Standards (IFRS) and the Statue of the company,
and complying with relevant laws and regulations of Slovenian legislation for 2009.
The Board of Managers confirms the financial statements and the explanatory notes are in accordance
with the guidelines of the company Pivovarna Laško for the year ended at 31 December 2009 and declares:
• that consolidated financial statements were prepared assuming that the Group will be able to continue
business in the future,
• that accepted accounting policies have been used consistently and the changes in accounting policies
were disclosed,
• that the assessments of the value of each item in the financial statements were prepared fairly and deli-
berately and in accordance with the principles of prudence and good management,
• those consolidated financial statements were prepared in accordance with the legislation in force and
International Financial Reporting Standards.
The Management Board is responsible for the implementation of measures which provide maintenance
of the value of property of the company and for the prevention and detection of fraud and other irregularities.
Laško, 31 March 2010
Pivovarna Laško, d. d.
Management Board – Director
Dušan Zorko, MSc.
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C O L O P H O N
Publisher: Pivovarna Laško, d. d., Trubarjeva 28, 3270 Laško
Design: atelje.Balant
Text: Pivovarna Laško, d. d.
Translating: Gormat, d. o. o., Domžale
Editing: Amidas, d. o. o., Ljubljana
Print: Tiskarna Formatisk, d. o. o., Ljubljana
Edition: 100
July 2010
P I V O V A R N A L A Š K O A N N U A L R E P O R T
2 0 0 920
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