Notice of the General Meeting’s Resolutions

In accordance with the provisions of the Rules of the Ljubljana Stock Exchange d.d. and ZTVP-1 (Official Gazette of the Republic of Slovenia, No. 56/99), the company’s management hereby publishes the resolutions of the 6th General Meeting of KD Group d.d. held on 20 August 2003

Resolutions adopted by the General Meeting

1. Opening of the General Meeting, appointment of the Chairman of the General Meeting and two vote

counters Upon the proposal of the Management Board, the General Meeting adopted the following resolution:
Milan Kneževič is elected as Chair of the General Meeting, and Karmen Mavrič and Štefka Felc as vote counters.

2. Presentation to the General Meeting of the annual report, the auditor’s report and the Supervisory Board’s report, in which the latter approved the annual report on the company’s operations for the financial year 2002, and the adoption of a resolution on the appropriation of retained profits and the granting of discharge to the Management Board and the Supervisory Board for the financial year 2002

. At the proposal of the Management Board and the Supervisory Board, the General Meeting adopted the following resolution:
2.1. The General Meeting takes note of the Supervisory Board’s report on the review of the annual report for the financial year 2002, the Supervisory Board’s favourable opinion on the auditor’s report, and the approval of the annual report for the financial year 2002.
2.2. The company’s retained earnings as at 31 December 2002 amount to 1,544,537,398.04 SIT and shall be allocated as follows:
- a portion of the retained profits amounting to 186,436,000.00 SIT shall be used to pay a dividend to shareholders, with the gross dividend per share amounting to 1,000.00 SIT.
The dividend is payable to shareholders who, on 25 August 2003 (the record date for dividend entitlement), are entered in the company’s share register, which is maintained in the central register at KDD. The company will pay dividends to shareholders for whom it holds complete details within 30 days of the resolution being adopted at the general meeting.
- The remaining portion of the retained earnings, amounting to SIT 1,358,101,398.04, shall not be utilised, and a decision on its utilisation shall be deferred to the following year.
2.3. The General Meeting grants discharge to the Management Board and the members of the Supervisory Board, thereby confirming and approving their work in the 2002 financial year.

3. Amendments and additions to the company’s

Articles of Association Upon the proposal of the Management Board and the Supervisory Board, the General Meeting adopted the following resolution:
The General Meeting adopts the following amendments and additions to the company’s Articles of Association:
The company’s business activities, as set out in Article 3 of the Articles of Association, are extended to include a new activity: J 65.220 Other lending.

4. Appointment of a member of the Supervisory Board

Upon the proposal of the Supervisory Board, the General Meeting adopted the following resolution:
The General Meeting takes note of the resignation of Štefan Cigut from his position as a member of the Supervisory Board.
Tomaž Sila is appointed as a new member of the Supervisory Board.
The term of office of the new member of the Supervisory Board shall commence on the date of appointment at the General Meeting and shall end upon the expiry of the term of office of the current Supervisory Board.

5. Appointment of the auditor

Upon the proposal of the Supervisory Board, the General Meeting adopted the following resolution:
The audit firm PricewaterhouseCoopers d.o.o.

is appointed to audit the company’s accounts for the financial year 2003. Announced actions

to set aside the resolution No actions to set aside the resolution were announced at the General Meeting.


KD Group d.d.
Director
Matjaž Gantar