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Hf. Eimskipafélag Íslands - Results of the Annual General Meeting 2007   28.2.2007 09:17:03
News categories: Shareholder meetings      Íslenska  English
 Hf. Eimskipafélag Íslands - Samþykktir 27.02.2007.pdf
 Hf Eimskipfelag Islands - Articles of Association 27.02.2007.pdf
The proposals submitted at Annual General Meeting of Hf

The proposals submitted at Annual General Meeting of Hf. Eimskipafélag Íslands held on 27. February 2007 were approved unanimously.

 

The Consolidated Financial Statement and the Report of the Board of Directors were approved unanimously. 

 

The following proposal on the allocation of the Company’s profit and payment of dividend was approved.

 

The Annual General Meeting of Hf. Eimskipafélag Íslands resolves that no dividends will be paid out for the year 2006. Profit for the year 2006 shall be allocated to increase the company’s equity and used for further development of the company’s operations.

 

The following proposal on remuneration to Directors was approved.

 

The Annual General Meeting of Hf. Eimskipafélag Íslands resolves to pay remuneration to each Director for the period extending from the Annual General Meeting in 2007 to the Annual General Meeting in 2008 of 120 thousand ISK per month and remuneration to the Chairman of the Board shall be 650 thousand ISK per month.

 

The following proposal to approve Remuneration Policy in accordance with Article 79.a. of the Company Act was approved.

 

A motion on Remuneration Policy is submitted for approval, including Compensation policy and option plan for CEO and executives.

 

1.      The following proposals on amendments to the Articles of Association were approved.

 

A.      Amendments to Article 12. 

 

 

It is proposed that the following shall be added to Article 12 after paragraph 3:

 

„The Board of Directors may determine that shareholders may participate electronically in shareholders´ meetings without being present. 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, 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 sufficiently secure equipment is available and decides to use this authorization it shall be clearly noted in the invitation to the meeting.

 

Shareholders shall have electronic access to instructions on the electronic device used for participation in the shareholders meeting along with a password. The entered password is equal to the shareholder’s signature and is seen as confirmation of his participation in the meeting. 

The Board of Directors is also authorized to decide that the Shareholder’s meeting will only be held electronically.

 

If the Board of Directors believes that the meeting can be held entirely electronically with satisfactory equipment and thereby giving the shareholders a chance to participate in the meeting and voting, the invitation to the meeting shall contain information on the necessary equipment shareholders need for participation, along with information on how shareholders notify the company of their electronic participation and where they can get information, instructions and a password for participation. . The entered password is equal to the shareholder’s signature and is seen as confirmation of his participation in the meeting. 

 

If the Board of Directors feels that it is not plausible to give the shareholders a chance to participate in the shareholder’s meeting  electronically they shall be given the chance to vote 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 13.

 

It is proposed that numerical 5 be added to paragraph 1:

 

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

 

Other numbers will change in accordance with the above.

 

C.      Amendments to Article 19.

 

It is proposed that the word “weekdays” will replaced with “days”. The first paragraph will then be:

 

“The Company’s Board of Directors consist of a maximum of five and a minimum of three persons who shall be elected annually at an Annual General Meeting. No Reserve shall be appointed.  The qualification of Directors is subject to the Act respecting Public Limited Liability Companies.  Those making themselves available for the Company’s Board of Directors shall give notice thereof in writing to the Board no later than five weekdays before the beginning of the Annual General Meeting at which the election of a Board is on the agenda.”

 

 

It is proposed that the following be added in between paragraph 1 and 2: 

 

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 check the notifications of candidature and afford the parties concerned in a verifiable manner an opportunity of improving the shortcomings of the notification within a specified time limit, which shall be no longer than 24 hours. If shortcomings to the notification of candidature are not improved within the specified time limit the company’s Board of Directors will decide upon the validity of candidature. It is possible to refer the conclusion of the Board of Directors to a shareholders´ meeting which wields final decisive power concerning 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.“

 

The following proposal on the composition of the Board of Directors until the Annual General Meeting 2008 was approved.

 

The Annual General Meeting approves a proposal that the following persons be elected as Directors to sit on the Board of Avion Group hf. until its next Annual General Meeting:

 

1.       Magnús Þorsteinsson, kt. 061261-5409

2.       Gunnar M. Bjorg, kt. 280639-2069

3.       Sindri Sindrason, kt. 200852-3970

4.       Þór Kristjánsson, kt. 130764-3559

5.       Eggert Magnússon, kt. 200247-3299.

 

The following proposal to elect an auditor was approved.

 

The Annual General Meeting of Hf. Eimskipafélag Íslands elects KPMG hf. and Alexander G. Eðvardsson on their behalf as the Company’s auditor.

 

The following proposal on renewing the authorisation of the Company’s Board of Director to purchase own shares was approved.

 

The Annual General Meeting of Hf. Eimskipafélag Íslands hereby authorises the Board of Directors of the Company, acting for the Company, to purchase up to 10% of own shares in the Company and to obtain these as a mortgage cf. Article 55 of the Act of Public Limited Companies No. 2/1995.  This authorisation shall be effective for 18 months from the date of the Annual General Meeting 2007.  The purchase price shall at its lowest be 20% lower and at its highest 20% higher than the listed buying and selling price of the Company at the Iceland Stock Exchange.

 

Exposition

 

The proposals for the changes to the Articles of Association can be traced to changes made to the Act respecting Public limited companies with Act no. 89/2006 and will come into effect no later than July 1, 2007.

 

 


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