Notice of a meeting of the Supervisory Board of KD Group d.d.

In accordance with the provisions of the Rules of the Ljubljana Stock Exchange d.d. and the ZTVP-1 (Official Gazette of the Republic of Slovenia, No. 56/99), KD d.d., Ljubljana, hereby publishes the following announcement:

The Supervisory Board of KD Group d.d., Celovška cesta 206, Ljubljana, held its second ordinary meeting on 12 May 2005.
At the meeting, it considered and approved the annual reports of KD Group d.d. and the KD Group for the financial year 2004, and adopted the written Report of the Supervisory Board on the review of the annual reports, which states, amongst other things, that the Supervisory Board

: - regularly monitored the company’s operations in 2004 at Supervisory Board meetings, at which it discussed day-to-day operations, the company’s investment activities and the work of the Management Board,
- reviewed and took note of the auditor’s reports on the annual reports of KD Group d.d. and the KD Group, and the auditor’s unqualified opinions,
- considered and amended the Management Board’s proposal for the appropriation of retained profits;
- having conducted a final review of both annual reports, the Management Board’s proposal for the appropriation of retained profits and the audit reports, concluded that it had no comments to make and that it fully approved the annual reports of KD Group d.d. and the KD Group for the year 2004.

The Supervisory Board also considered and adopted resolutions regarding the implementation of the procedure for the merger of KD Group d.d. into KD Holding d.d. In accordance with Article 514.a of the Companies Act, the Supervisory Board, on the basis of the management’s report on the merger and the audit report on the merger prepared by the authorised auditor PricewaterhouseCoopers d.o.o.,, reviewed the proposed merger and prepared and adopted a written report on the matter. In this report, the Supervisory Board expressed a positive view on the implementation of the merger and gave its consent to the content of the merger agreement and to the Management Board’s report on the merger as submitted.

Later in the meeting, the Supervisory Board was informed that the term of office of Supervisory Board member Mr Milan Kneževič, would expire in August 2005 and proposed that the General Meeting reappoint Mr Milan Kneževič as a member of the Supervisory Board.
The Supervisory Board considered the proposed agenda for the 9th General Meeting of Shareholders, which will, amongst other things, decide on the merger of KD Group d.d. into KD Holding d.d., and, in this context, considered and adopted the draft resolutions for which it acts as proposer or co-proposer, and authorised the Management Board to convene the General Meeting.

The General Meeting of KD Group d.d. is expected to take place in June 2005; the notice convening the meeting, together with the proposed resolutions, will be published in accordance with the regulations in the newspaper Dnevnik, on the SEOnet website and on the company’s website at www.kd-group.si.

The company will also publish this notice on the website www.kd-group.si from 12 May 2005 until further notice, in the ‘Notices’ section under the heading ‘Public Announcements’.


KD Group d.d.
Management Board