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Straumur-Burðarás Fjárfestingabanki - Agenda and Proposals for Annual Meeting 8   1.3.2007 16:29:07
News categories: Shareholder meetings      Íslenska  English
 Straumur-Burðarás Fjárfestingabanki - Starfskjarastefna.pdf
 Straumur-Burðarás Fjárfestingabanki - Samþykktir eftir hluthafafund í sept 2005.pdf
 Straumur-Burðarás Fjárfestingabanki - Articles of Associations.pdf
 Straumur-Burðarás Fjárfestingabanki - Terms of emplyments.pdf
 Straumur-Burðarás Fjárfestingabanki - Agenda.pdf
The Annual General Meeting of Straumur-Burdarás Investment Bank hf

The Annual General Meeting of Straumur-Burdarás Investment Bank hf. will be held on Thursday 8 March 2007 at 16:00, at Hotel Nordica, South Iceland 2, 108 Reykjavík, in room A+B.

 

AGENDA

 

1.         A report from the Board on operations during the past operational year.

2.         The annual accounts of the Bank and the Auditor’s report presented for ratification.

3.         A decision on the allocation of the Bank’s profit for the accounting year.

4.         A decision on the remuneration to Board members for the coming operational year and to the Auditor for the past operational year.

5.         A proposal for the Company’s policy on terms of employment.

6.         Election of Board members.

7.         Election of an Auditor or auditing firm.

8.         Proposals for the following amendments to the Articles of Association of the Company:

 

(a)        that Article 1 be amended to read as follows:  “The Company is a public limited liability company, and its name is Straumur-Burdarás Investment Bank hf.  Its supplementary name for foreign purposes is Straumur-Burdaras Investment Bank hf.  The Company operates pursuant to the Act Respecting Public Limited Companies, no. 2/1995, and the Act on Financial Undertakings, no. 161/2002.”

(b)        that Article 3 be amended to read as follows:  “The purpose of the Company is to provide financial services.  The Company shall be authorised to engage in those operations that investment banks are permitted to carry out in accordance with the law and with the Company’s operating permit.  The Company is authorised to achieve its objectives through the establishment and operation of subsidiaries.”

c)         That Article 4, Paragraph 1 be amended to allow the Board of Directors to determine its share capital in euros instead of Icelandic krónas.

(d)        That Article 4, Paragraph 2 be amended so as to renew, as amended, the Board’s authorisation to increase the Company’s share capital.

(e)        That Article 13, Paragraph 1 be amended so that the words “Board’s proposal for a Company policy on terms of employment” form a new item bearing the number 4.

(f)         That Article 18, Paragraph 3, Item d be deleted.

(g)        That Article 19, Paragraph 1 be amended so as to add a reference to information that must be provided in connection with candidacy for the Board and the requirements for presenting that information for shareholder perusal.

(h)        That Article 20, Paragraph 1 be amended so as to remove all doubt as to the authority to hold Board meetings with the assistance of electronic media.

 

9.         A proposal for the renewal of the Company’s authority to purchase its own shares.

10.       Other business.

 

CANDIDACY FOR THE BOARD OF DIRECTORS

 

The deadline for declaring candidacy for the Board of Directors is on Friday 2 March 2007 at 16:00.  Those wishing to be considered as candidates for the Board shall send a written notice to this effect to the office of the CEO of Straumur-Burdarás Investment Bank hf., Borgartún 25, 6th floor, before that time.  The notice declaring candidacy for the Board shall include, in addition to the name, address, and national ID number of the candidate, information on the candidate’s primary occupation, other board memberships, education, experience, and share capital holdings in the Company.  It shall also include information on connections with the customers and competitors of the Company, as well as connections with shareholders who hold more than 10% in the Company.  Information received by the Board concerning candidates for Board membership will be available for shareholder perusal at the company offices no later than two days prior to the shareholders’ meeting.

 

Meeting documents and ballot tickets

 

Meeting documents and ballot tickets will be presented to shareholders or their representatives at the meeting venue, beginning at 14:00 on the day of the meeting, Thursday 8 March 2007.

 

PROPOSALS

 

Item 3 on the agenda:  A decision on the allocation of the Bank’s profit for the accounting year

 

The Board of Straumur-Burdarás Investment Bank hf. recommends that dividends in the amount of ISK 7,769,000,000 be paid to shareholders.  The dividend amounts to 17.2% of the Company’s after-tax profits for the year 2006 and corresponds to 75% of the nominal value of share capital; that is, ISK 0.75 per share.  The dividend shall be paid to shareholders in cash on 5 April 2007, and no interest will be calculated on the payment until that time.  Those who own shares in the Company as of the close of business on the day of the Annual General Meeting have the right to receive dividends.  The ex-dividend date is therefore the day following the Annual General Meeting; that is, 9 March 2007.  The remaining amount of the year’s profit shall be allocated to an increase of the Company’s equity.

 

Item 4 on the agenda:  A decision on the remuneration to Board members for the coming operational year and to the Auditor for the past operational year

 

The Board of Straumur-Burdarás Investment Bank hf. recommends the following remuneration to Board members for the coming operational year:

Chairman of the Board: ISK 1,050,000 per month

Vice-chairman of the Board: ISK 700,000 per month

Other Board members: ISK 350,000 per month

Alternate Board members: ISK 100,000 per meeting attended

Board members participating in Board sub-committees: ISK 100,000 per meeting attended

 

The Board of Straumur-Burdarás Investment Bank recommends that the remuneration to the Bank’s auditors for the previous operational year be paid according to invoice.

 

Item 5 on the agenda:  A proposal for the Company’s policy on terms of employment.

 

The Board of Straumur-Burdarás Investment Bank hf. recommends that the Company’s policy on terms of employment, which the Board has approved pursuant to Article 79 of the Act Respecting Public Limited Companies, no. 2/1995, with subsequent amendments, be approved. 

 

Comments on the proposal

 

The Board of Straumur-Burdarás Investment Bank hf. has approved the policy on terms of employment concerning salary and other payments to the CEO and other ranking executives in the Company, as well as its Board members.  The policy on terms of employment delineates the basic items concerning the terms of employment for executives and Board members, as well as the Company’s policy on contractual agreements with these parties.  Also contained in the policy are guidelines for whether, under what circumstances, and within what framework it is permissible to remunerate or reward executives and Board members in addition to their base salary, including the delivery of capital shares, performance-linked payments, purchase and sales options and other sorts of payments connected to shares in the Company, loan agreements, pension agreements, and termination agreements.  The policy on terms of employment is binding for the Board of Directors as regards provisions concerning stock options and any sort of contractual agreements or payments that are based on trends in the price of Company shares.  In other respects, the policy is a guideline for the Company and its Board of Directors.  At the next Annual General Meeting, the Board is required to account for the employment terms of executives and Board members and the estimated cost of stock options, in addition to explaining the implementation of the policy on terms of employment.  Deviations from that policy shall be supported especially in each instance and recorded.  The policy as a whole is included among the meeting documents and has been available for shareholder perusal for seven days prior to the Annual General Meeting.

 

Item 7 on the agenda:  Election of an Auditor or auditing firm

 

The Board of Straumur-Burdarás Investment Bank hf. recommends that KPMG hf. be re-elected as the Company’s auditing firm for the year 2007.

 

Item 8 on the agenda:  Proposals for amendments to the Articles of Association of the Company

 

The Board of Straumur-Burdarás Investment Bank hf. recommends that the following amendments be made to the Company’s Articles of Association:

 

(a)        that Article 1 be amended to read as follows:  “The Company is a public limited liability company, and its name is Straumur-Burdarás Investment Bank hf.  Its supplementary name for foreign purposes is Straumur-Burdaras Investment Bank hf.  The Company operates pursuant to the Act Respecting Public Limited Companies, no. 2/1995, and the Act on Financial Undertakings, no. 161/2002.”

(b)        that Article 3 be amended to read as follows:  “The purpose of the Company is to provide financial services.  The Company shall be authorised to engage in those operations that investment banks are permitted to carry out in accordance with the law and with the Company’s operating permit.  The Company is authorised to achieve its objectives through the establishment and operation of subsidiaries.”

c)         that Article 4, Paragraph 1 be amended so as to add the following items:  "The Board of the Company is authorised to determine the issue of Company share capital in euros instead of Icelandic krónas, in accordance with the authority contained in Article 1, Paragraph 4 of the Act Respecting Public Limited Companies, no. 2/1995.  The conversion of the share capital shall be carried out in accordance with the provisions of the Act on Financial Statements, no. 3/2006; cf. Article 1, Paragraph 5 of the Act Respecting Public Limited Companies, no. 2/1995.  The Board shall also be authorised to make any amendments to the Company’s Articles of Association that are necessitated by the issue, including changing the amounts that appear in Article 4, Paragraph 1, Item 1 of the Articles of Association and pertain to the change, using the same conversion method.”

(d)        that Article 4, Paragraph 2 be amended to read as follows:  “The Board of the Company is authorised to increase its share capital, by means of a single decision or in stages, by up to ISK 2,000,000,000 through a subscription for new shares.  The Board shall determine the price of the new shares and the terms of payment, as well as whether it is permissible to pay for them otherwise than with cash.  Shareholders shall not have the pre-emptive right to subscribe for the new shares; instead, the Board shall decide who may subscribe.  The Board may set further rules concerning the subscription.  The new shares may be sold or hypothecated in the same manner as previous shares in the Company, cf. Article 9 of the Company Articles of Association.  The new shares shall grant rights in the Company from the date of record of the share capital increase.  The authority of the Board of Directors to increase share capital in accordance with this paragraph shall expire on 8 March 2010 to the extent that it has not been exercised by that time.”

(e)        That Article 13, Paragraph 1 be amended so that the words “Board’s proposal for a Company policy on terms of employment” form a new item bearing the number 4.

(f)         That Article 18, Paragraph 3, Item d be deleted. Item e of that paragraph will hereinafter be Item d.

(g)        that Article 19, Paragraph 1 be amended so as to add the following items:  “The notice declaring candidacy for the Board shall include, in addition to the name, address, and national ID number of the candidate, information on the candidate’s primary occupation, other board memberships, education, experience, and share capital holdings in the Company.  It shall also include information on connections with the customers and competitors of the Company, as well as connections with shareholders who hold more than 10% in the Company.  Information received by the Board concerning candidates for Board membership of a public limited liability company shall be made available for shareholder perusal at the company offices no later than two days prior to the shareholders’ meeting.”

(h)        that Article 20, Paragraph 1 be amended so as to add new Items 4 and 5, which shall read as follows: “It is permissible to hold Board meetings with the assistance of electronic media to the extent that this is consistent with the execution of the tasks of Board.  Despite the provisions of Item 4 of this paragraph, a Board member or Managing Director may demand that a Board meeting be held in the conventional manner.”  The current Items 4, 5, and 6 will hereinafter be Items 6, 7, and 8.

 

Comments on the proposal

 

Concerning Item a

 

This item recommends that, instead of the current Item 2, there be a new item that stipulates that the Company’s supplementary name for foreign purposes be Straumur-Burdaras Investment Bank hf.  Because of the uniquely Icelandic letters in the Company’s name, there have been instances where its name has been spelled in various ways in communications with foreign companies and individuals.  This proposal aims at supporting the authorisation to spell the Company’s name without Icelandic letters.

 

Concerning Item b

 

The Company’s Articles of Association do not mention subsidiaries, even though the Company is operated as a conglomerate in the sense of the Act Respecting Public Limited Companies, no.  2/1995.  This proposal aims at strengthening the Company’s authorisation to achieve its objectives through the establishment and operation of subsidiaries while increasing flexibility in the build-up and structure of the Group.

 

Concerning Item c

 

In December 2006 the Company’s Board of Directors decided to carry out its accounting and prepare its annual financial statements in euros effective 1 January 2007.  This also means that the Company’s equity was converted to euros.  The decision was made with the long-term interests of the Company and its shareholders as a guideline. 

 

The Company has formulated the policy of becoming a leading Nordic investment bank.  An ever-increasing portion of its assets and revenues is in foreign currencies, and the proportion of the Icelandic króna in its business transactions is steadily dropping.  It is the opinion of the Board of Directors that this change, which aims at granting the Board the authority to determine the issuance of share capital in euros instead of Icelandic krónas, will bolster foreign investors’ interest in the Company, as well as broadening the Bank’s shareholder group and supporting continuing external growth. 

 

Difficulties related to the settlement of trades in the shares of companies listed in foreign currencies temporarily prevent the implementation of this change.  For this reason, it is proposed to the shareholders' meeting that the Board of the Company be granted the authority to make the final decision on the change.  In order to guarantee transparency concerning these proposed changes, it is suggested that the Company’s Articles of Association be amended so as to grant this authority to the Board.

 

Concerning Item d

 

It has been mentioned previously that the Company has formulated the policy of becoming a leading Nordic investment bank and that it intends to continue its international expansion.  In this context, the Company is always on the alert for all sorts of opportunities, including opportunities to acquire other financial services companies.  It is deemed advantageous that the Board have the authority to issue new share capital in order generate capital or to use it for such transactions, as appropriate. 

 

The Board’s authorisation to increase share capital through subscriptions for new shares expires on 1 March 2007.  It is proposed here that such an authorisation be granted once again and that the Board have the flexibility to issue new share capital for up to ISK 2,000,000,000 nominal value.

 

Concerning Item e

 

Needs no explanation.

 

Category

 

This item proposes that Article 18, Paragraph 3, Item d of the Company’s Articles of Association be deleted. This item stipulates that the approval of all shareholders shall be necessary in order to make substantial changes to the purpose of the Company’s operations.  The proposal stems from the conviction that it is not wise to give any single shareholder the right of veto with regard to amendments to the Company’s Articles of Association beyond the rights provided for by law.

 

Concerning Item g

 

This proposal can be traced to Act no. 89/2006 amending the Act Respecting Public Limited Companies, no. 2/1995.  Pursuant to law, candidates for the Board of Directors of a public limited company are currently required to submit specific information about themselves and any significant connections they have.  With a view to guaranteeing the accessibility of these rules to as many shareholders as possible, it is proposed that the rules be added to the Company’s Articles of Association.

 

Concerning Item h

 

This proposal can be traced to Act no. 89/2006 amending the Act Respecting Public Limited Companies, no. 2/1995.  The proposal states clearly that it is permissible to hold Board meetings with the assistance of electronic media to the extent that this is consistent with the execution of the tasks of Board.  It should be emphasised that, in practise, Board members have sometimes participated in Board meetings by telephone.  This proposal provides clearer support for that option.

 

Item 9 on the agenda:  A proposal for the renewal of the Company’s authority to purchase its own shares

 

The Board of Directors of Straumur-Burdarás Investment Bank hf. recommends that the Board’s authority pursuant to Article 8 of the Company’s Articles of Association to own and accept as collateral its own shares, in accordance with the provisions of Section VIII of the Act Respecting Public Limited Companies, no. 2/1995, and Article 29 of the Act on Financial Undertakings, no. 161/2002, be renewed.  The authority shall remain in effect for 18 months and is limited to a combined purchase and hypothecation not exceeding 10% of total share capital in the Bank at any given time.  The purchase price shall be a minimum of 20% below and a maximum of 10% above the average sale price of Company shares listed on the OMX Iceland stock exchange during the two weeks prior to the purchase.  With the approval of this proposal, the previous authority to purchase the Company’s own shares, which was approved at the last Annual General Meeting, shall expire.

 

Comments on the proposal

 

Pursuant to Article 55, Paragraph 2 of the Act Respecting Public Limited Companies, no. 2/1995 (cf.  also Article 29 of the Act on Financial Undertakings, no. 161/2002), a public limited liability company may only acquire its own shares in accordance with the authority granted by a shareholders' meeting to the Board of Directors.  The authority is only granted temporarily, and never for longer than 18 months; in addition, it is only permissible to purchase own shares for up to 10% of total share capital in the company concerned.  Because such an authority is only granted for a period of 18 months at a time, it has been proposed that it be renewed at the Annual General Meeting of the Company.

 

The Board of Directors of Straumur-Burdarás Investment Bank hf.

 

 

 


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