following proposals of the Boards of Directors of Kaupthing Bank and
Búnadarbanki Íslands were unanimously approved at a shareholders’ meeting in
the merged bank on Monday 26 May 2003.
on amendments to the Articles of Association
The name of the company pursuant
to Article 1 of the Articles of Association will be Kaupthing Bunadarbanki hf.,
and the address pursuant to Article 2 will be Austurstræti 5, 101 Reykjavík,
Pursuant to Paragraph 1 of
Article 19 of the Articles of Association, the number of members of the board
of directors will be increased from seven to nine, and the number of
substitutes will be increased by the same number.
The following provision is inserted into Article 4 of the
company’s Articles of Association and will become Paragraph 7, Article 4.
The Board of Directors of the Company is authorised to increase the share
capital of the Company by up to ISK 500,000,000 nominal value by issuing up to
50,000,000 new shares. The current
shareholders shall not have pre-emptive rights to the new shares, pursuant to
Article 34 of Act no. 2/1995 on Public Limited Companies. The new shares shall
belong to the same class and carry the same rights as other shares in the
Company. The new shares shall grant
rights within the Company as of the date of registration of the increase of
share capital. The Board of Directors
of Kaupthing Bank is authorised to determine more specifically how this
increase will be executed, with reference to price and terms of payment. This authorisation expires on 25 May 2008. The Board
of Directors of the Company is authorised to receive valuables for the new
shares from the subscribers other than cash.”
Provisions of Paragraphs 6 and 7 of Article 4 of the current
Articles of Association are cancelled.
The following people were elected on to the Board of
Directors of Kaupthing Bunadarbanki
Board of Directors:
Einarsson – resident
in Iceland, elected on to Board of Kaupthing Bank in 2003. Executive Chairman
of Kaupthing Bank
2. Hjörleifur Jakobsson – resident in Iceland, elected on to
Board of Búnadarbanki in 2003. CEO of Olíufélagið hf.
Persson – resident in
Sweden, elected on to Board of Kaupthing Bank in 2002. CEO of Länsförsäkringar
Pálsson – resident in
Iceland, elected on to Board of Kaupthing Bank in 2001. CEO of
Verslunarmannafélag Reykjavíkur, Store and Office Worker’s Union of Reykjavík.
Gudmundsson – resident
in Iceland, elected on to Board of Búnadarbanki in 2002. CEO of BYKO.
Ingólfsson – resident
in Iceland, elected on to Board of Búnadarbanki in 2003. CEO of VÍS, Iceland Insurance Company Ltd.
Thoroddsen – resident
in Iceland, elected on to Board of Kaupthing Bank in 2003, Attorney at Law.
Peter Gatti – resident in Germany, newly elected.
Managing Director of Hauck & Aufhäuser.
Ólafsson – resident
in Iceland, newly elected. Attorney at Law.
Hjaltason – resident
in Iceland, CEO of Ker.
2. Hreinn Jakobsson – resident in Iceland, CEO of Skýrr.
3. Hannes Smárason –
resident in Iceland, CFO of Decode.
4. Antonio Yerolemou – resident in England, Executive Chairman of KFF.
5. Jón Thór Hjaltason –
resident in Iceland. Director.
Daníelsson – resident in Iceland. CEO of Samvinnulifeyrissjodurinn.
7. Julianna Borsos-Torstilia – resident in Finland, Vice President
of Kaupthing Sofi.
8. Thórdur Magnússon – resident in Iceland, MBA, University of
9. Panikos Joannou Katsouris – resident in England, Finance Director of KFF.
Pursuant to Act no. 161/2002 on Financial
Undertakings, the approval of the Financial Supervisory Authority is required,
following the approval of shareholders’ meetings in the Bank. It is hoped that
this approval will have been given by 27 May, which then will be the first day
of operations for the merged bank. On Tuesday 27 May trading will be closed in
shares in Búnadarbanki Íslands and Kaupthing Bank on the Iceland Stock
Exchange, and in shares in Kaupthing Bank on Stockholmsbörsen. The Bank’s
headquarters will be at Austurstræti 5, 101 Reykjavík, Iceland. Kaupthing
Bunadarbanki will move to its new headquarters in Borgartún 19, 105 Reykjavík,
Iceland in November 2003.
information please contact:
CEO, tel: +354 525-6108
Sigurdsson, CEO, tel: +354 515-1676