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 d.d., Ljubljana, hereby issues the following announcement:

The Management Board of KD Group, finančna družba d.d., Celovška cesta 206, Ljubljana, hereby informs the public that, together with KD Holding, finančna družba 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. 50/2005 of 20 May 2005, announced that on 12 May2005, they had submitted to the District Court in Ljubljana a notarised copy of the Agreement on the Merger of the acquired company KD Group 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., Ljubljana, and the supervisory boards of both companies.
In an official announcement, the management further informs shareholders that all documents referred to in paragraph 2 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 regarding the merger of KD Group d.d. into KD Holding d.d., were issued yesterday, 19 May 2005, in the newspaper *Dnevnik*, on the website of the Ljubljana Stock Exchange d.d. on SEOnet, and on the company’s website at www.kd-group.si.

From 20 May 2005 until further notice, the company will also publish this notice on the
website www.kd-group.si


KD Group d.d.
Management Board