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 company’s 3rd General Meeting held on 21 August 2002.

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 Iztok Štrukelj as vote counters.
2
. Presentation of the annual report for the financial year 2001 and consideration of the Supervisory Board’s report on the review of the annual report for the financial year 2001
. Upon the proposal of the Management Board and the Supervisory Board, the General Meeting adopted the followingresolution:
The
General Meeting takes note of the Supervisory Board’s report on the review of the annual report for the financial year 2001, the Supervisory Board’s favourable opinion on the audit report and the approval of the annual report for the financial year 2001.

3. Decision on the granting of discharge to the Management Board and the Supervisory Board, having taken note of the annual report and the Supervisory Board’s report, in which the latter approved the annual report
. At the proposal of the Management Board and the Supervisory Board, the General Meeting adopted the following resolution:

The General Meeting grants discharge to the Management Board and the members of the Supervisory Board, thereby confirming and approving their work in the financial year 2001.

4. Amendments and additions to the company’s
Articles of Association On the basis of a counter-proposal by a shareholder, the General Meeting adopted the following resolution:

The General Meeting adopts the amendments and additions to the Articles of Association in the wording proposed by the Management Board and the Supervisory Board, with the proviso that Article 18 of the proposed text of the Articles of Association be amended to read as follows:
Article 18 (eighteenth) Article: SIMPLIFIED REDUCTION OF SHARE CAPITAL
(1) A simplified reduction of share capital may be carried out to cover a loss carried forward or the net loss for the financial year, or to transfer amounts to capital reserves.
(2) A simplified reduction of share capital is not permitted if the loss carried forward from the financial year can be covered by utilising the net profit for the financial year or retained earnings, other profit reserves, statutory reserves (where permitted for such purposes), and capital and statutory reserves.
(3) For a resolution on a simplified reduction of share capital to be valid, it must be approved by shareholders representing at least three-quarters of the company’s share capital present at the meeting.

5. Authorisation of the Management Board to purchase own shares
Upon the proposal of the Management Board and the Supervisory Board, the General Meeting adopted the following resolution:

The General Meeting authorises the company’s Management Board to purchase own shares, the total nominal value of which must not exceed 10 per cent of the company’s share capital. This authorisation to the Management Board shall be valid for a period of 18 months from the date of adoption of this resolution.
The Management Board shall acquire and dispose of own shares on an organised market at market price, except in the cases specified below in this resolution.
The Management Board may acquire and dispose of own shares to defend against hostile takeovers and to increase the value of the company’s assets.
The Management Board may also acquire and dispose of own shares for the purpose of implementing a share option scheme, for the payment of profit-sharing to the Management Board and the Supervisory Board in the form of the company’s shares, and for the remuneration of employees. For these purposes, the company disposes of its own shares directly to the beneficiaries outside the organised market, excluding shareholders’ pre-emptive rights, whereby treasury shares sold for the exercise of share options are sold at the price and under the conditions specified in the option scheme, whilst for the purpose of paying profit-sharing to members of the Management Board and the Supervisory Board and for the remuneration of employees, they are sold at a price representing the average monthly single stock exchange rate for the month preceding the sale.
The General Meeting authorises the Management Board to redeem treasury shares without the need for a further resolution on the reduction of share capital.

6. Appointment of the auditor
Upon the recommendation 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 operations for the 2002 financial year.
7. Determination of attendance fees for members of the Supervisory Board
Upon the proposal of the Management Board and the Supervisory Board, the General Meeting adopted the following resolution:

The attendance fee for each meeting of the company’s Supervisory Board shall amount to EUR 400 net for the Chairman of the Supervisory Board and EUR 250 net for each member of the Supervisory Board, expressed in tolars at the mid-market rate of the Bank of Slovenia on the date of payment.

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



KD Holding d.d.
Director
Matjaž Gantar