Agenda and Propositions for Conclusions

1. Electing the bodies of the Meeting

Proposed resolution:

Conveners propose that the bodies of the Meeting are elected.

2. Adoption of the conclusion on the use of the profit and relieving the Board of Directors and the Supervisory Board of their liability.

Proposed resolution:

1. The profit stated in the Profit and Loss Statement on December 31st, 2002 in the amount of SIT 4,472,576,609.25 is distributed as follows:

• Part of the profit, derived from the total net profit for the business year 2000 in the amount of SIT 1,443,826,800.00 is used for the dividend payout in the gross value of SIT 450.00 per ordinary share;
• Part of the profit, derived from the total net profit for the business year 2002 in the amount of SIT 2,324,727,107.57 is allocated to other reserves;
• The remaining profits of SIT 704,022,701.68, from the total net profit for the business year 2000 remain undistributed, and the decision on its use is postponed until next year.

Dividends are to be paid out within 60 days after the adoption of the conclusion to all shareholders who are registered as shareowners at KDD as of May 23rd, 2003.

2. The Assembly is relieving the Board of Directors and the Supervisory Board of their liability for the 2002 business year.

3. The end of term of a member of the Supervisory Board and the reduction in the number of members of the Supervisory Board

Proposed resolution

Due to the ending of term of the member of the Supervisory Board – representative of shareholders, based on Paragraph 1; Article 31 of the company's statute the number of members of the Supervisory Board is reduced from the previous 12 by two members, and is now constituted of 10 members.

4. Supervisory Board Profit Participation

Proposed resolution:

Profit participation grossing SIT 73,500,000.00 is awarded to the Supervisory Board chargeable to operational costs.

4. Appointment of the auditor for 2003

Proposed resolution:

Auditing firm PriceWaterhouse Coopers is appointed to execute an audit of the company's operations in 2003.

Resolutions, listed under items 1, 2, and 4 are proposed by both the Board of Directors and the Supervisory Board, whereas resolutions under items 3 and 5 are proposed solely by the Supervisory Board.

Examination of Material

The complete material for the Shareholders' Assembly can be examined at the Company's headquarters at Dunajska cesta 107 (ground floor) every working day between 9:00 and 12:00 from the convocation date

Convocation

The Annual Shareholders' Meeting is convened for 13:00. In case the 1st convocation of the Annual Shareholders' Meeting is not successful, the 2nd convocation on the same day, at 14:00 would be held with the quorum established regardless of the percentage of the Company's share capital present. The conference room where the Meeting will be taking place will be open at least 30 minutes prior to the convocation of the Annual Shareholders' Meeting.

Conditions for Attendance

The attendance to the Annual Shareholders' Meeting is enabled to: shareholders, shareholders' representatives and proxies who apply to the Annual Shareholders' Meeting in writing at least 3 days before the date of the Annual Shareholders' Meeting. The Power of Attorney to proxies and/or representatives has to be filed in writing at the Company's headquarters for the complete period of the Power of Attorney duration.
The application from the previous item is considered to be on time, if it arrives to the company's headquarters by May 17th, 2003.

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