Notice regarding the signing and submission of merger agreements

KD Group, finančna družba, d.d., Ljubljana, Dunajska cesta 63 (hereinafter: ‘ KD Group’ or ‘the company’) hereby announces, pursuant to Article 17 of Regulation (EU) No 596/2014 and Article 586, in conjunction with the fifth paragraph of Article 599 of the Companies Act (ZGD-1), hereby announces

that

the following were submitted to the registration authority on 5 March 2018
:- The Merger Agreement for the merger of KD Kapital, financial company, d.o.o., with its registered office in Ljubljana, business address: 63 Dunajska cesta, Ljubljana, registration number: 2318628000, to KD Group, financial company, d.d., with its registered office in Ljubljana, business address: 63 Dunajska cesta, 1000 Ljubljana, registration number 1585126000;
and Agreement on the merger of KD Kvart, real estate and holding company, d.o.o., with its registered office in Ljubljana, business address: Ljubljana, Dunajska cesta 63, registration number: 2317761000, into KD Group, a financial company, d.d., with its registered office in Ljubljana, business address: Dunajska cesta 63, 1000 Ljubljana, registration number 1585126000

The Board of Directors of KD Group hereby



reminds the company’s shareholders of their rights as set out in Article 586 of the Companies Act (ZGD-1), namely that, from 5 March 2019, at the registered office of KD Group d.d., Dunajska cesta 63, Ljubljana, on every working day between 10.00 and 13.00, they may inspect:
1.    The Merger Agreement No. SV 224/19 concerning the merger of KD Kapital, d.o.o. into KD Group d.d.;
2. Merger Agreement No. SV 225/19 concerning the merger of KD Kvart, d.o.o. with KD Group d.d.;
3. Annual reports of the KD Group and KD Group d.d., Ljubljana, for the financial years 2015, 2016 and 2017;
4.    The unaudited half-yearly report of the KD Group and KD Group d.d. for the first half of 2018;
5.    The annual reports of KD Kvart d.o.o. and KD Kapital d.o.o. for the financial years 2016, 2017 and 2018;
6.    Report of the Board of Directors of KD Group d.d. on the review of the merger of KD Kapital d.o.o. in accordance with Article 584 of the Companies Act (ZGD-1); 7
.    Report by the Board of Directors of KD Group d.d. on the review of the merger of KD Kvart d.o.o. in accordance with Article 584 of the Companies Act (ZGD-1);
8.    Audit report on the mergers;

all the aforementioned documents have been available on the website www.kd-group.com under the heading ‘Investor Relations/Public Announcements’, where they can be downloaded and printed free of charge, thereby fulfilling the company’s obligation as set out in paragraph 6 of Article 586 of the Companies Act (ZGD-1). For the merger agreements to take effect, the sole shareholder of KD Kapital d.o.o. gave their consent on 5 March 2019 and the consent of the sole shareholder of KD Kvart d.o.o. were obtained; for the agreements to take effect, the consent of the general meeting of KD Group d.d. is still required, the notice of which will be published by KD Group d.d. in accordance with applicable legislation.

The management of KD Kapital d.o.o. and KD Kvart d.o.o. and the board of directors of KD Group d.d. have jointly issued a notice regarding shareholders’ rights, as defined in Article 586 of the Companies Act (ZGD-1), namely that, at least one month prior to the General Meeting, at the registered offices of these companies, Dunajska cesta 63, Ljubljana, on every working day from 10.00 to 13.00, shareholders have the opportunity to inspect the documents; this notice has also been published on the AJPES website.

This notice will also be published on the company’s website www.kd-group.com from 5 March 2019 onwards under ‘Public Announcements’ and will remain there for at least five years from the date of publication.    

KD Group d.d.