Submission of the merger agreement to the registry court

Pursuant to 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 Group, d.d., Ljubljana, hereby issues the following announcement:

The Management Board of KD Holding, a financial company d.d., Celovška 206, Ljubljana, hereby informs the public that, together with KD Naložbe, a financial company d.d., Celovška 206, Ljubljana, in accordance with the provisions of Article 516 of the Companies Act, published in the Official Gazette of the Republic of Slovenia, No. 77/2004 of 16 July 2004, that on 16 July2004, they had submitted to the District Court in Ljubljana a notarised extract of the Agreement on the merger of the acquired company KD Naložbe d.d. into the acquiring company KD Holding d.d. The Merger Agreement had previously been reviewed by the joint merger auditor, PricewaterhouseCoopers d.o.o., and the supervisory boards of both companies.
In an official announcement, the management further informs shareholders that all documents referred to in the second paragraph of Article 516 of the Companies Act: the merger agreement, the annual reports of both companies for the last three financial years, the reports of the management boards of both companies on the merger, the audit report on the merger and the reports of the supervisory boards of both companies on the review of the merger.
The companies shall provide each shareholder, upon request, with a copy of the aforementioned documents free of charge on the following day.
All documents will also be presented at the general meetings, and the management boards will provide shareholders with the information specified in paragraphs 5 and 6 of Article 516 of the Companies Act.
The notices convening both general meetings, which will, amongst other things, decide on the proposed resolution concerning the merger of KD Naložbe d.d. to KD Holding d.d., will be published in the newspaper Dnevnik on 16 July 2004 and on the website of the Ljubljana Stock Exchange d.d. on SEOnet.



KD Holding d.d.
Management Board