UNI - EN REPORT No2/2018
Pursuant to the provisions of the Rules and Regulations of the Ljubljana Stock Exchange d.d., Financial Instruments Market Act (ZTFI), and the Corporate Governance Code of the Ljubljana Stock Exchange and Warsaw Stock Exchange, the company Gorenje d.d., Velenje, hereby makes the following announcement:
During his speech at the Gorenje d.d. Shareholders Assembly, Philip Sluiter accused the Management Board and the President and CEO Franjo Bobinac of unlawful conduct and fraud (which is the exact English term he used) regarding the loan to the company Intersolar in 2008. The company and its management strongly reject Philip Sluiter's allegations and hereby provide the following explanations in this respect:
1. The loan to the company Intersolar was examined by the Supervisory Board's Audit Committee, based on an anonymous report, at a special session held on December 21, 2010. At the session, the Committee adopted the resolution to appoint the company Grant Thornton to review the loan to the company Intersolar.
2. At the first subsequent Supervisory Board session, held on March 3, 2011, the Supervisory Board adopted the resolution confirming the appointment of the company Grant Thornton to review the loan to the company Intersolar.
3. Upon proposal by the Audit Committee, the Supervisory Board approved at the session on October 28, 2011, the resolution to restructure the loan to the company Intersolar from a short-term loan to a long-term loan. In addition, the borrower had to sign additional covenants to ensure the repayment of the loan.
4. On December 12, 2011, the Audit Committee examined the final report by the company Grant Thornton about the loan to the company Intersolar. A resolution was adopted stating that the Management Board had not acted unlawfully and that it had acted fully within the legal framework; however, the conduct was found not to be in keeping with the principles of good practice and corporate governance.
5. At its session on December 19, 2011, the Supervisory Board approved the Audit Committee's report and thereby the report by the company Grant Thornton, and tasked the Audit Committee to monitor the repayment of the restructured loan.
6. In the Annual Report for the year 2011, publicly released on April 19, 2012, it is clearly stated in the Letter by the Supervisory Board Chairman that the Audit Committee had examined the report by the company Grant Thornton and that it had been presented to the Supervisory Board:
"The internationally renowned company Grant Thornton examined in detail all documents in this regard, conducted numerous interviews and obtained a legal opinion regarding the loan. They found that the Management Board had not acted unlawfully with regard to the extended loan, but that the loan was not compliant with the best principles of corporate governance. Full documentation compiled by the company Grant Thornton was available to all Audit Committee and Supervisory Board members. On this basis, the Supervisory Board found that the effective legislation had not been violated and thus the inquiry into this issue was completed. At the same time, it was recommended to the Management Board to revise and amend some provisions of the loan agreement. The Management Board has already done so, and the Audit Committee shall monitor the execution of the amended loan agreement."
7. The letter by the Supervisory Board chairman was again released among resolution proposals, complete with relevant explanations, in the convocation of the Shareholders Assembly (resolution proposals complete with explanations) on June 4, 2012.
8. At the regular Shareholders Assembly (annual general meeting) on July 5, 2012, the Supervisory Board presented the report on its work in 2011, complete with the examination of the report by the company Grant Thornton, and the Supervisory Board and the Management Board were granted discharge from liability for their work in 2011 with a 99.989% majority of the present shareholders.
9. The loan to the company Intersolar has been fully repaid. The repayment included both the principal and the accrued interest.
Disclaimer: The English text for all announcements is for information purposes only!
The information included in this announcement will be available at the official website of the company Gorenje d.d., Velenje, at www.gorenjegroup.com, for a period of no less than 5 years from the date of announcement.
Gorenje d.d., Management Board