The proposals submitted at
Annual General Meeting of Bakkavör Group hf. on Friday 23 March 2007 were
1. The following proposal on the payment of
dividends and disposals of profits for the year 2006 was approved:
The Board of Directors of Bakkavör Group hf. proposes that
the Annual General Meeting, held on 23 March 2007, approve the payment of
dividends in the amount of 50% of the nominal par value of the share capital,
which corresponds to ISK 0.5 per share or ISK 1,079 million. The record date
for dividends will be on the morning of 26 March 2007. The ex-dividend date is 26 March 2007. It is
proposed that dividends be paid to shareholders without interest on 24 April
2007. The remainder of the profit for the year shall be allocated to increase
the equity of Bakkavör Group hf.
2. The following proposal on remunuration to
Directors was approved:
The Annual General Meeting of Bakkavör Group hf., held on
23 March 2007, agrees that the remuneration to each Director, including the
Chairman, will be Ł25,000 per annum for the period extending from the Annual
General Meeting in 2007 to the Annual General Meeting in 2008. Directors will not receive remuneration for
attendance and participation in subcommittees of the Board.
3. The following persons were elected as members
of the Board of Directors until the Annual General Meeting 2008:
1. Ágúst Gudmundsson, United Kingdom, CEO of Bakkavör Group
hf. (First elected 1986)
2. Antonios Prodromou Yerolemou, United Kingdom, Member
of the Board of Directors of Bakkavör Group hf. (First elected 2001)
3. Ásgeir Thoroddsen, Iceland, Attorney to the Supreme
Court (First elected 2000)
4. Dionysos Andreas Liveras, United Kingdom, Managing Director of Laurens Patisseries Ltd.
5. Katrín Pétursdóttir, Iceland, Managing Director of
6. Lýdur Gudmundsson, United Kingdom, Executive Chairman
of Exista hf. (First elected 1986)
7. Panikos Joannou Katsouris, United Kingdom, CEO of
Katsouris Brothers Ltd. (First elected 2001)
4. The following proposal regarding election of
an auditor was approved:
The Annual General Meeting of Bakkavör Group hf. elects
Deloitte hf., Stórhöfda 23, 112 Reykjavík as the Company’s audit firm.
5. The following proposals on amendments to the
Articles of Association were approved:
A) Amendment to Article 1.
proposed that Article 1 is changed to reflect the Group’s changed residence and venue:
“The company is a public limited
liability company named Bakkavör Group hf.
Its domicile and venue is Ármúli 3, 108 Reykjavík.”
B) Amendment to Article 3.
i) Authorisation for the Board of
Directors to increase share capital.
proposed that the following paragraph is added to Article 3 as paragraph 3 and
that other paragraphs change accordingly:
“The Company’s Board of
Directors is authorised to increase the share capital of the Company by issuing
new shares of up to ISK 2.000.000.000 in nominal value. Shareholders will not
be granted pre-emptive subscription rights to newly issued shares, pursuant to
article 34 of the Act on Public Limited Companies, No. 2/1995. The Board of Directors may, however,
authorise individual shareholders in each instance to subscribe for the new
shares in part or in whole. No limitations will be placed on trading in the new
shares. They shall grant rights in the Company as of the registration date of
the increase to which they refer. The Company’s Board of Directors shall determine
the offering price and terms of offering. The Board of Directors is authorised
to decide that subscribers pay for the new shares, partly or in whole, with
other valuables than cash. This authorisation shall be effective until 23 March
2012 to the extent that it has not been exercised before that date.”
ii) Proposal on the Board of
Directors authorisation to issue shares in pound sterling
proposed that the following sentence be added to paragraph 1 of Article 3:
“The Board of Directors
is authorised, to issue shares in the company in pound sterling instead of
Icelandic króna if the Board considers the option feasible, cf. Article 1,
Paragraph 4 of Act no. 2/1995 on Public Limited Companies. Article 1. The Act on Annual Accounts no. 3/2006,
pursuant to paragraph 5 of Article 1 of Act on Public Limited Companies No.
2/1995, shall be applied if and when converting the shares. Furthermore, the
Board of Directors is authorised to make any changes to the Articles of
Association that are deemed necessary in connection with the issuance,
including changing amounts in paragraph 1 of Article 3 of the Articles of
Association using the same conversion method.”
C) Amendment to Article 13.
It is proposed that the
following paragraphs be added to Article 13 after paragraph 2:
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 authorisation, it shall be clearly noted in the invitation
to the meeting. The Board of Directors is also authorised to decide that the
shareholder’s meeting shall only be held electronically.
The password submitted shall be equivalent to the
shareholders signature and a confirmation of the shareholders participation at
the meeting. Otherwise Article 80 a of Act on Public Limited Companies No.
2/1995, as amended from time to time, shall apply.
D) Amendment to Article 18.
proposed that a new segment be added to Article 18 as item 7.
of Directors’ proposal for a Remuneration Policy.”
numbers shall change in accordance with the above.
E) Amendment to Article 19
proposed that Article 19 shall be as follows:
“The Board of Directors of the
Company shall be comprised of up to seven members. They are to be elected at
the Annual General Meeting for a term of one year. The eligibility of members
of the Board shall be subject to statutory law.
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 linked 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 shall be submitted on display to shareholders at the
company’s headquarters no later than two days in advance of an Annual General
The Board of Directors of the Company is the
supreme authority in the affairs of the Company between shareholders’ meetings.
It shall handle the affairs of the Company and ensure that its organization and
operation are at all times in correct and appropriate order. The Board shall
ensure adequate supervision of the accounts and disposal of the Company's
property. The signatures of the majority of the Board of Directors are binding
for the Company. Board meetings can pass a lawful resolution if a majority of
the Board members attend.
The Board of Directors
shall allocate tasks. The Board shall elect a Chairman of the Board from among
its members, and allocate tasks in other respects as required. The Board shall
be authorised to entrust the Chairman of the Board with special activities on
behalf of the Company. The Chairman shall convene meetings of the Board and
preside at Board meetings. Meetings shall be held at the discretion of the
Chairman. The Chairman shall also convene a meeting of the Board if requested
by one member of the Board or the Managing Director. The Board of Directors
shall establish rules of procedure setting out further details of the
performance of its duties.“
6. The following proposal on a Remuneration
Policy was approved:
The Board of Directors
of Bakkavör Group hf. proposes that the Annual General Meeting, held on 23
March 2007, approves the following Remunaration Policy for the Company:
Remuneration Policy for
Bakkavör Group hf.
Article 1 - Objective
The object of this Remuneration Policy is to make an
employment for Bakkavör Group hf. a desirable choice for personnel and thereby
guaranteeing the company a position among the best in the world. In order to do
so it is necessary that the Board of Directors of the Company be in a position
to offer competitive wages and other payments, comparable to other
international companies in similar field of business.
Article 2 - Board of Directors – terms of employment
Board members shall receive a fixed monthly payment in
accordance with the decision of the annual general meeting of the company, as
stipulated in article 79 of the Act no. 2/1995 on Public Limited Companies. The
Board of Directors shall submit a proposal on the fee for the upcoming
operating year and shall take into account the time board members spend on
their duties, the responsibility involved and the Company’s operations in
general. Board members may be paid a fixed fee for each meeting they attend in
the Board’s subcommittees.
Article 3 – Chief Executive officer – terms of employment
A written employment contract shall be made between the
company and the Chief Executive Officer. His terms of employment shall be
competitive on an international standard.
The amount of the salary and other payments to the CEO
shall be decided on the basis of his education, experience and previous
occupation. Other terms of employment shall be specified in the contract, along
with pension payments, vacation rights, benefits and terms of notice. An
initial payment at recruitment is permitted.
In general no additional retirement or termination
payments to those stipulated in the employment contract shall be agreed upon in
the case of termination. However special circumstances may lead to a separate
termination agreement is concluded with the CEO of which contents may be
retirement or termination payments.
Article 4 - Acknowledgements to the management
The CEO is authorized to propose to the Board of Directors
that the management should be rewarded in addition to their set terms of employment
in the form of delivery of shares, performance based
payments, stock options or any payment having to do with company shares or the
future value of such shares, loan contracts, pension fund contributions,
retirement or redundancy payments.
The status of the relevant member of management or
employee, responsibility and future prospects and the main objectives of this
Policy shall be taken into consideration when deciding whether he should be
granted rewards in addition to his set terms of employment.
Article 5 - Approval of the Remuneration Policy and other
The Remuneration Policy shall be presented to the
shareholders in the annual general meeting for their approval. The Remuneration
Policy shall be subject to annual review.
The Remuneration Policy is binding for the Board of
Directors in regards to stock options and any payment under which directors are
remunerated in shares, share options or any other right to acquire shares or to
be remunerated on the basis of share price movements and any substantial change
in such schemes as per paragraph 2 Art. 79. a of the Act no. 2/1995 on Public Limited Companies.
In all other aspects the policy shall be viewed as guidelines. The Board of
Directors shall note in the minutes of its meeting any major deviation from the
Remuneration Policy and such deviation shall be well justified. The Board of
Directors shall inform the annual general meeting of such a deviation.
8. The following proposal on renewing the
authorisation of the Company’s Board of Director to purchase own shares was
The Annual General Meeting of Bakkavör Group hf. held on
23 March 2007 agrees, pursuant to Article 55 of the Act on Public Limited
Companies No. 2/1995, to authorise the company’s Board of Directors to purchase,
over the next 18 months, up to 10% of the company’s own shares. The purchase price may be up to 20% above the
average sales price of shares registered on the Iceland Stock Exchange in the
two weeks immediately preceding the purchase. No lower limit is set on this
authorisation, either regarding the purchase price or the size of the share
purchased each time. With the approval of this proposal, the same kind of
authorisation approved at the last Annual General Meeting is cancelled.
Hildur Árnadóttir, Chief Financial Officer
Tel: +354 550 9700