proposals submitted at Annual General Meeting of FL Group on Thursday February
22, 2007 were approved unanimously.
following proposal on dividends was approved:
FL Group hf. Board of Directors proposes that the
Annual General Meeting, held on February 22nd 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.
following proposal on remuneration of the Board of Directors was approved:
Annual General Meeting of FL Group hf., held on
February 22nd 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:
of the Board ISK 700,000 per month
ISK 500,000 per month
Other directors ISK 350,000 per month.
board members shall be paid ISK 100,000 for each meeting attended.
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. The following proposal
on Stock Options and Remuneration Policy was approved:
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.
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
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
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.
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
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 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.
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.
4. The following persons
were elected as members of the Board of Directors for the term of one year:
Jón Ásgeir Jóhannesson, id.no. 270168-4509
Jón Kristjánsson, id.no. 041165-4649
Magnús Ármann, id.no. 160574-4969
Paul Davidson, id.no.
Smári S. Sigurðsson, id.no. 030847-3349
Þorsteinn M. Jónsson,
Þórður Bogason, id.no. 260663-3809
the board meeting following the shareholders meeting, Skarphéðinn
Berg Steinarsson was elected Chairman of
the Board and Þorsteinn M. Jónsson
following proposal regarding election of an auditor for the term was approved:
proposed that KPMG Endurskoðun
hf., Borgartún 27, Reykjavík, be re-elected as the
company's auditor for 2007.
6. The following proposals
on amendments to the Articles of Association were approved:
Amendments to Article 8.
proposed that subparagraph 2 in paragraph 4 is deleted. (Requirement
to call the AGM with two weeks notice. From now on it will be sufficient
to call the AGM with one weeks notice)
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.
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
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.”
Amendments to Article 9.
proposed that numerical 4 be added to paragraph 2:
„The Board of
Directors proposal for a Remuneration Policy.“
will change in accordance with the above.
Amendments to Article 12.
proposed that the following be added in between paragraph 3 and 4:
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.
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.
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.”
following proposal on purchase of own shares was approved:
Annual General Meeting of FL Group hf., held on
February 22nd 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.
Kristjan Kristjansson, Director Corporate Communication,
tel. +354 591 4400