Agenda and Propositions for Conclusions

1. Electing the Bodies of the Meeting

Proposed resolution:
The bodies of the general meeting are to be elected.

2. Adoption of the conclusion on the use of profit, dividend pay out, and relieving the Management Board and Supervisory Board of their liabilities.

Proposed resolution:
1. The profit stated in the Profit and Loss Statement on 31st December, 2003 in the amount of SIT 5.061.933.693,62 will be distributed as follows :

• A part of the profit, derived from the total net profit of the business year 2000, in the amount of SIT 704.022.701,67 , will be used for the dividend payout in the gross value of SIT 500,00 per ordinary share;
• A part of the profit, derived from the total net profit of the year 2003, in the amount of SIT 4.357.910.991,95 will be allocated to other reserves from the profit.

2. The dividends in the total amount of SIT 1.604.252.000,00 are to be paid out in the amount of SIT 704.022.701,67 from the remainder of undistributed profit of the business year 2000, the balance in the amount of SIT 900.229.298,33, however, is to be paid from other profit reserves, namely, from the part of undistributed profit of the business year 1998.

3. The dividends are to be paid out in money within 60 days after the adoption of the conclusion to all the shareholders registered as shareowners at KDD as per 28th May, 2004.

4. The General Meeting is relieving the Management Board and Supervisory Board of their liabilities for the business year 2003

3. Award to the Supervisory Board

Proposed resolution:
The award for successful work in the business year 2003 is to be paid to the Supervisory Board in the total gross value of SIT 62.896.833,00 to the debit of business expenses.

4. Appointment of the auditor for 2004

Proposed resolution:
Auditing firm Pricewaterhouse Coopers,d.o.o. Ljubljana is appointed to execute an audit of the company's operations in 2004.

The resolutions listed under items 1,2, and 3 are proposed both by Management Board and Supervisory Board, whereas the resolution under item 4 is proposed solely by the Supervisory Board.

Examination of Material

The complete material for the General Meeting of Shareholders with the agenda, proposed resolutions, inclusive of adopted annual report and Supervisory Board report, is available for examination at the company's headquarters at Dunajska cesta 107 ( ground floor ), every working day between 9:00 and 12:00 hours from the convocation date to the date of the general meeting.

Convocation time

The Annual General Meeting of Shareholders is convened for 13:00 hrs. In case the 1st convocation is not successful, the 2nd convocation on the same day, will be held in the same premises at 14:00 hrs. with the quorum established regardless of the percentage of the Company's share capital present.

The conference room where the General Meeting will be taking place will be opened at least 30 minutes prior to the convocation of the General Meeting of the Shareholders.

Conditions for Attendance

The Annual General Meeting of Shareholders can be attended by the following :

1. Shareholders, their representatives and proxies, who applied to the General meeting of Shareholders in writing at least 3 days before the date of Annual General Meeting of Shareholders. A written Power of Attorney to proxies and representatives has to be submitted and remains deposited with the company.
2. The application from the previous item is considered to be on time if it arrives to company's headquarters by 22nd May, 2004.

Management Board President Zoran Janković l.r.
Supervisory Board President Janez Bohorič l.r.

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