Agenda:

 

1.                               Presentation of the Board’s annual report for 2006.

2.                               Presentation of financial statements for 2006.

3.                               Decision on dividend payments.

4.                               Decision on remuneration payable to members of the Board.

5.                               Election of Board of Directors.

6.                               Election of certified accountants and auditors.

7.                               Proposal for a Remuneration Policy.

8.                               Proposal for amendments to the Articles of Association of FL Group:

a.                                           Proposal to amend Article 8, to delete subparagraph 2 in paragraph 4, requirement to call AGM with two weeks notice deleted, will be one week instead.

b.                                           Proposal to amend Article 8, to add a paragraph on electronic participation in shareholders meeting and electronic meetings.

c.                                           Proposal to amend Article 9, to state proposal for a Remuneration Policy in the agenda of AGM.

d.                                           Proposal to amend Article 12, to add a paragraph regarding information in notification of candidature for the Board of Directors.

9.                               Proposal to grant authorization to the Board to buy Company shares.

10.                           Any other business lawfully submitted or approved for discussion at the meeting.

 

Proposals of the Board of Directors of FL Group hf. to the company's Annual General Meeting on 22 February 2007.

 

1.      Proposal of the company's Board of Directors on the payment of dividends for 2006.

 

The FL Group hf. Board of Directors proposes that the Annual General Meeting, held on February 22^nd 2007, approve the payment of dividends in the amount of 193% of the outstanding share capital (i.e. ISK 1.93 per share), which corresponds to ISK 15 billion. This is 33.7% of the company's after-tax profit in 2006. The dividend is payable in cash, without interest, on April 4, 2007. Dividend shall be paid to those who hold shares in the company at the end of the day the Annual General Meeting is held. Ex-dividend date is the day after the Annual General Meeting, February 23, 2007.

 

2.      Proposal on remuneration of the Board in the next business year.

 

The Annual General Meeting of FL Group hf., held on February 22^nd 2007, agrees that the remuneration of the Board of Directors in the period from the Annual General Meeting 2007 until the Annual General Meeting 2008 shall be as follows:

Chairman of the Board ISK 700,000 per month

Vice-Chairman ISK 500,000 per month

Other directors ISK 350,000 per month.

Reserve board members shall be paid ISK 100,000 for each meeting attended.

Board members shall receive a fixed fee for each meeting they attend in the Board’s subcommittees. The fee shall be ISK 200,000 for the Chairman of the relevant committee for each meeting but ISK 100,000 for other members for each meeting attended. The fee for attending meetings in subcommittees in the period shall however not exceed ISK 1,200,000 for the Chairman and ISK 600,000 for other members.

 

3.      Proposal on a Remuneration Policy.

 

Proposal of the Board of Directors of FL Group on Stock Options and FL Group’s Remuneration Policy submitted to the Annual General Meeting.

 

FL Group emphasis on being able to recruit skilled personnel and hold its key personnel to secure the ongoing growth of the company and acceptable return on equity. 

 

In relation thereto the company has granted key personnel stock options for shares in the company and also issued and renewed stock options with strike price in all cases being in line with market price at the time of grant of the relevant stock option.

 

In relation to the practice of the aforementioned goal of the company stock options granted to key personnel may at any time in total be up to 9% of the company’s outstanding share capital. Purchase price (strike price) shall equal market price at the time when the option is granted.

 

FL Group’s Remuneration Policy is based on good practice of corporate governance and the company’s goals on growth and return on equity. The Board of FL Group has agreed upon the following Remuneration Policy with reference to Article 79. a in Act No. 2/1995, on Public Limited Liability Companies.

 

Members of the Board shall receive a fixed fee for their duties as Directors. The fee for both general duties as Directors and as members of the Boards’ subcommittees shall be decided upon by the company’s Annual General Meeting for the period from the AGM to the next AGM.   

 

Board members may take on other duties on behalf of the Company and be remunerated for such services according to a special agreement approved by the Board of Directors.

 

The CEO’s terms of employment shall be based on a written agreement. The CEO’s remuneration shall be agreed upon in line with his responsibilities and on basis of his duties taking notice of the company’s size and operations in general, and in line with general remuneration development in the countries  where the company operates in and in line with the progress of the company.

 

The CEO’s remuneration may consist of fixed salary, bonuses in cash payments and shares, stock options, warrants, pension fund contributions and if deemed feasible redundancy and termination payments. Remuneration of other key personnel shall also be based on the aforementioned key elements.

 

In the annual general meeting of the shareholders the Board of Directors shall disclose to the shareholders the terms of employment of the CEO, and board members of the Company. The Board of Directors shall disclose the total amount paid in salaries in any form in the previous financial year, payments from other companies within the Group, and stock options and all other forms of payment pertaining to stock in the company and retirement payments, if any.

 

Exposition with the Remuneration Policy for FL Group hf.

 

Act no. 89/2006 added Article 79 to the Act on Public Limited Companies. The article requires the Board of Directors to set forth a Remuneration Policy prior to the Annual General Meeting of the shareholders where it is put to a vote. The Remuneration Policy shall stipulate the salary and other payments to the CEO and other ranking employees as well as the Board of Directors.  The Act also states that the Remuneration Policy shall include fundamentals on terms of employment of ranking employees and Board members along with the company’s policy.   It shall moreover stipulate if, the management and directors can receive additional awards in the form of delivery of shares, performance based payments, stock options and any and all payment having to do with company shares or the future value of such shares, loan contracts, pension funds, retirement or redundancy payments.

 

The before mentioned legislative change was made on the grounds of Commission Recommendation 2004/913/EC of 14 December 2004 fostering an appropriate regime for the remuneration of directors of listed companies.

 

With this Remuneration Policy, hereby submitted to the Annual General Meeting of the shareholders, the Board of Directors of FL Group aims to set forth a Remuneration Policy that is in compliance with law and regulations and will enable the company to attract skilled employees and thereby guaranteeing the company’s competitiveness on an international basis.  

 

4.      Candidates for the Board of Directors.

 

Notification of candidature for the Board of Directors shall be submitted to the Board at least five days before the Annual General Meeting. Candidatures will be published two days before the Annual General Meeting at the latest.

 

5.      Proposal of the company's Board of Directors on the company auditors.

 

It is proposed that KPMG Endurskoðun hf., Borgartún 27, Reykjavik, are re-elected as the company's auditors for 2007.

 

6.      Proposals on amendments to the Articles of Association.

 

A.      Amendments to Article 8.  

 

It is proposed that subparagraph 2 in paragraph 4 is deleted. (Requirement to call AGM with two weeks notice)

 

 

It is proposed that the following shall be added to Article 8 after paragraph 6:

 

„The Board of Directors may determine that shareholders meetings are held wholly or partly, by electronic means.

 

If the Board of Directors is of the opinion that sufficiently secure equipment is available to be able to hold shareholders meeting, wholly or partly, electronic and decides to use this authorization it shall be clearly noted in the invitation to the meeting. The invitation to the meeting shall contain information on the necessary equipment shareholders need for participation, information about how shareholders notify the company of their electronic participation, how the voting process will be and where shareholders can get instructions on the electronic device, password for participation and other information. The entered password is equal to the shareholder’s signature and deemed as confirmation of his participation in the meeting.

 

Shareholders who intend to take advantage of their right to participate electronically shall notify the company’s office with 5 day prior notice and submit, in writing within the same timelimit, any questions they might have regarding the agenda or presented documents they wish to have answered at the meeting.

 

If the Board of Directors is of the opinion that it is not plausible to hold shareholder meeting by electronic means,  the shareholders shall be entitled to vote on all items of the Agenda in writing. The invitation to the meeting shall specify how such a vote can be performed. Shareholders can request to have their ballot sent and a request thereof shall be delivered to the company’s headquarters 5 days prior to the shareholder’s meeting. The shareholders can also collect their ballot at the company’s headquarters with the same notice or vote there.“

 

B.      Amendments to Article 9.

 

It is proposed that numerical 4 be added to paragraph 2:

 

„The Board of Directors proposal for a Remuneration Policy.“

 

Other numbers will change in accordance with the above.

 

C.      Amendments to Article 12.

 

It is proposed that the following be added in between paragraph 3 and 4:  

 

„In addition to a candidate’s name, an identity number and address, information about main occupation, other directorships, education, experience and holdings of share capital in the company shall be stated in the notification of candidature. Furthermore, all interest links with the principal business parties and competitors of the company as well as with shareholders holding over 10% shares in the Company shall be disclosed. 

 

The company’s Board of Directors shall review the notifications of candidature and in the case of faults to such notification it shall grant the relevant parties in a verifiable manner an opportunity to improve the faults within  24 hours. If the faults to the notification of candidature are not improved within the   time limit the company’s Board of Directors will decide upon the validity of candidature. Candidates may appeal the Boards’ decision to the shareholders meeting which has the final decisive power on the validity of candidature.

 

Information concerning candidates to the Board of Directors of a Public Limited Company shall be submitted on display to shareholders at the company’s headquarters no later than two days in advance of an Annual General Meeting.“

 

Exposition.

 

The proposals to change the Articles of Association mainly derive from amendments to the Act on Public Limited Companies cf. Act no. 89/2006. In excess thereto it is proposed to shorten the notice to call the Annual General Meeting from two weeks to one week.   

 

7.      Proposal on the company's Board of Directors' authority to purchase shares in FL Group hf.

 

The Annual General Meeting of FL Group hf., held on February 22^nd 2007, agrees, with reference to Article 55 of the Act on limited-liability companies, No. 2/1995, to authorize the company's Board of Directors to purchase, over the next 18 months, up to 10% of the company's own shares. The shares' purchase price may be up to 20% above the average sales price of shares on the Iceland Stock Exchange in the two weeks immediately preceding the purchase. No lower limit is set on this authorization, either regarding the purchase price or the size of the share purchased each time. With the approval of this proposal, an identical authorization approved at the last Annual General Meeting is cancelled.