Notice of the General Meeting’s Resolutions

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), the company’s management hereby publishes the resolutions of the 4th General Meeting of KD Holding d.d. held on 20 August 2003

Resolutions adopted by the General Meeting

1. Opening of the General Meeting, appointment of the Chair of the General Meeting and two vote
counters At the proposal of the Management Board, the General Meeting adopted the following resolution:
Martina Noseta 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
. Upon 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 profits as at 31 December 2002 amount to 249,842,845.06 SIT and shall be allocated as follows
: – a portion of the retained profits amounting to 213,130,400.00 SIT shall be used to pay dividends to shareholders and holders of cumulative preference shares for the financial years 2001 and 2002. The gross dividend per preference share amounts to 400.00 SIT for each year.
The dividend is payable to shareholders and holders of preference shares 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.
Taking into account the number of treasury shares held on the record date for dividend entitlement, the projected amount for dividend payments shall be reduced accordingly and shall remain in retained earnings, the use of which is deferred to the following year.
- the remaining portion of retained earnings amounting to 36,712,445.06 SIT, increased by the portion of retained earnings from the previous sub-paragraph which, taking into account the holding of own shares, remains after the payment of dividends to holders of preference shares, shall not be utilised, and the 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 Articles of Association:
3.1. The company’s business activities, as set out in Article 3 of the Articles of Association, are expanded to include the following new activity:
J 65.220 Other lending
3.2. To bring the text into line with the actual situation, the statement regarding the number of the company’s shares is amended so that paragraph 1 of Article 6 now reads as follows:
“The company’s share capital amounts to 9,531,056,000.00 (nine billion five hundred and thirty-one million sixty-five thousand 00/100) SIT and is divided into 924,969 (nine hundred and twenty-four thousand nine hundred and sixty-nine) ordinary registered shares with a nominal value of 8,000.00 (eight thousand 00/100) SIT per share and 266,413 (two hundred and sixty-six thousand four hundred and thirteen) cumulative participatory preference shares, registered in the name of the holder, with a nominal value of 8,000.00 (eight thousand 00/100) SIT per share.”

4. Appointment of the auditor
Upon the proposal of the Supervisory Board, the General Meeting adopted the following resolution:
The auditing firm PricewaterhouseCoopers d.o.o.


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

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



KD Holding d.d.
Director
Matjaž Gantar