On July 25, 2016, we published the information that Gorenje, d.d., and Panasonic Corporation had signed on July 13, 2016, a set of legal documents allowing Panasonic to conduct partial due diligence investigation of the Gorenje Group. In September 2016, the media published an allegation by the Securities Market Agency (ATVP) that it had, in relation with the said due diligence procedure, "filed a criminal complaint against one natural and one legal person for suspicion of perpetration of a criminal offence of abuse of inside information pursuant to Article 238, Paragraph 2 of the Criminal Code." Some media outlets also reported that the criminal complaint filed by the ATVP was against Gorenje, d.d., President and CEO Franjo Bobinac, because he had informed the Prime Minister of the Republic of Slovenia, before the information was publicly announced, about the due diligence being conducted by the Panasonic Corporation at the Gorenje Group, which could lead to an increase in Panasonic’s equity share in Gorenje, d.d.
Gorenje, d.d., learned about the alleged criminal complaint from the media, while in relation with the allegations which it supposedly included Gorenje, d.d., requested the opinion of two reputable legal experts: former chief justice of the Supreme Court of the Republic of Slovenia and former Constitutional Court judge Franc Testen, and the dean and full professor at the Faculty of Law, University of Ljubljana, Prof. Miha Juhart, PhD. Both legal experts find in their opinions that the conduct of Franjo Bobinac President and CEO of Gorenje, d.d., was lawful and that with regard to his disclosure of information to the highest representative of the executive branch of power, such conduct is not prohibited in the financial instruments market. Therefore, there can be no criminal sanction against such conduct.
Franc Testen states in his opinion that in judging whether President and CEO of Gorenje, d.d., Franjo Bobinac, breached the prohibition of disclosing inside information, the fact that the other person was the Prime Minister of the Republic of Slovenia who cannot be unauthorized for having access to such information, represents an important circumstance. In this respect, it is of key importance that the President and CEO of Gorenje, d.d., disclosed the information to the Prime Minister of the Republic of Slovenia as a member of the advisory task force on the economy, and that Gorenje, d.d., is formally classified as an important state asset.
In his opinion Prof. Miha Juhart finds this was a case of disclosure that was made in the normal course of employment, profession, or duties of the President and CEO, especially when taking into account the intent of the disclosure, since the risk of prohibited insider trading based such disclosure did not increase because of that.
In their legal opinions, both legal experts separately find that the conduct of Gorenje, d.d., President and CEO Franjo Bobinac was lawful; accordingly, since there was no criminal offence the company Gorenje, d.d., cannot be liable for it either.
The attachment contains a short summary of the key findings by both experts.
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