Telekom Slovenije

Legal Proceedings Report • Nov 7, 2019

Category: Inside information

Published on: SEOnet

Published at:  06.11.2019 18:32

Published document ID: INI-707/19

INI-696/19

TELEKOM SLOVENIJE, d.d., Ljubljana

Response of the Supervisory Board of Telekom Slovenije, d.d., to the decision of the Court of Arbitration of the International Chamber of Commerce

Pursuant to the provisions of the Rules of the Ljubljana Stock Exchange and the valid legislation, Telekom Slovenije, d.d., Cigaletova 15, Ljubljana, hereby publishes the following notification:

The Supervisory Board of Telekom Slovenije, d.d., has, in accordance with the function of supervision it is legally obligated to perform, monitored the procedures related to the arbitration that was launched at the request of the plaintiff Antenna Slovenia BV against the defendant Telekom Slovenije, d.d., in relation to the exercise of its put option by Antenna Slovenia BV for the sale of its 34% share in Antenna TV SL, d.o.o.

The Supervisory Board of Telekom Slovenije, d.d., was not included in the procedure of selecting the Swiss solicitors who represented Telekom Slovenije, d.d., in this procedure. The Supervisory Board of Telekom Slovenije, d.d., did also not take part in the procedure of evaluating Antenna TV SL, d.o.o., which was conducted on behalf of Telekom Slovenije, d.d.,by Ernst & Young, d.o.o. Throughout the procedure both Supervisory Board’s audit commission and the Supervisory Board itself alerted to the content of the provisions of articles of association of Antenna TV SL, d.o.o., which put Telekom Slovenije, d.d., into a significantly inferior position as a partner in the company. Supervisory Board’s audit commission also warned to the inconsistencies in the report on the valuation of Antenna TV SL, d.o.o., which was conducted by Ernst & Young, d.o.o. Regardless of these notices from the Supervisory Board of Telekom Slovenije, d.d., the report on the valuation of Antenna TV SL, d.o.o., was submitted to the Court of Arbitration by Telekom Slovenije, d.d.

The Supervisory Board of Telekom Slovenije, d.d., was informed of the report of solicitors Kavčič, Bračun & Partners o.p. d.o.o., on certain questions related to the decision of the Court of Arbitration regarding the publication of the information about the received decision and on the legal options of opposing the recognition of the said decision. It has tasked the Management Board to:

• irrefutably verify whether any responsible persons exceeded their authorisation in relation to the conclusion of the contract on representation at the Court of Arbitration, the supervision of work and the amount of costs of representation of the Swiss solicitors’ office Umbricht;
• in accordance with the Slovenian Corporate Finance Standard 7 (Official Gazette of the RS, no. 18/14 and amendments) obtain from an authorised company appraiser with a license from the Slovenian Institute of Auditors a Report on a review of the Report on the valuation of Antenna TV SL, d.o.o., which was prepared by Ernst & Young, d.o.o. at the request of Telekom Slovenije, d.d.;
• verify with a suitable international expert whether there are indices that with the entry of Telekom Slovenije, d.d., into partnership with Antenna Slovenia BV, the exercise of the provisions of the articles of association of Antenna TV SL, d.o.o., the exercise of the put option by the foreign partner, the valuations of Antenna TV SL, d.o.o., by an individual partner, as well during the course of the arbitration procedure itself, any damage was caused to Telekom Slovenije, d.d., by former responsible persons.

Following the review of the findings the Supervisory Board of Telekom Slovenije, d.d., will take appropriate actions in cooperation with the Management Board.

The notification will also be available on the company’s website (www.telekom.si) for a period of at least 5 years.

The Supervisory Board of Telekom Slovenije, d.d.

Date: 07.11.2019