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Merger of Síldarvinnslan hf. and SR-mjöl hf. finalised   10.3.2003 10:26:48
Flokkur: Hluthafafundir      Íslenska  English

Þorsteinn Már Baldvinsson elected Chairman of the Board for the new company


The merger of Síldarvinnslan hf. and SR-mjöl hf. was approved at the annual general meeting of Síldarvinnslan hf., held Saturday 8 March. Previously, the company merger had been approved at the general meeting of SR-mjöl hf., so that the merger is now finalised and the two firms have become one, Síldarvinnslan hf., as of 1 January 2003, with Björgólfur Jóhannsson as CEO and Þorsteinn Már Baldvinsson as Chairman of the Board. It was agreed to pay stockholders 16% dividends for 2002.


The annual general meeting of Síldarvinnslan hf. agreed to the following motions by the Board:


"Motion on merging Síldarvinnslan hf. and SR-mjöl hf. Upon merger, Síldarvinnslan hf. will, as the acquiring company, take over all operations of SR-mjöl hf. To this end, equity in Síldarvinnslan hf. will be raised by ISK 528,400,000. The stockholders relinquish their subscription right to the additional shares. Additional shares amounting to ISK 527,792,385 will be turned over to stockholders in SR-mjöl hf. in exchange for all shares in that firm, as proposed by the merger plan. Immediately on the passing of this resolution, new stockholders will receive voting rights in Síldarvinnslan hf.”


"Motion to change the Articles of Incorporation so that the Board will be composed of five principal and two alternate directors.”


"Motion to pay 16% dividends to stockholders for 2002, based on company shares at year's end, 2002, ISK 1,171,600,000, along with the added equity from 1 January 2003, ISK 528,400,000, introduced by the merger with SR-mjöl hf. RRegistered equity capital is thus ISK 1,700,000,000 if the merger is approved, and dividends will be paid on that capital, such payment to occur on 25 May 2003.”


“Motion in reference to Article 55 of the Act Respecting Public Limited Companies, No. 2/1995, authorising the company's Board during the next 18 months to purchase stock in Síldarvinnslan hf. up to a nominal value of ISK 170,000,000. The purchase price of the shares may be as much as 10% over the average selling price registered by the Iceland Stock Exchange during the last two-week period before buying. To this purpose the company's Board is authorised to appropriate up to ISK 850,000,000.

A similar motion was approved at the annual general meeting of Síldarvinnslan hf. on 12 April 2002, and that authorisation is cancelled upon approval of this motion.”


The following were elected to the Board of Síldarvinnslan hf.: Guðmundur Bjarnason, Neskaupstaður, Finnbogi Jónsson, Hafnarfjörður, Heimir V. Haraldsson, Reykjavík, Kristinn V. Jóhannsson, Neskaupstaður, and Þorsteinn Már Baldvinsson, Akureyri.


The name of the new company will be Síldarvinnslan hf. and its headquarters will be in Neskaupstaður, Fjarðabyggð, Iceland. Björgólfur Jóhannsson will be the company's CEO and Þorsteinn Már Baldvinsson Chairman of the Board.


The merger of Síldarvinnslan hf. and SR-mjöl hf. has created Iceland's largest company in the catching and processing of pelagic fish. The firm's estimated yearly turnover is ISK 10-11 billion and its catch quotas, including those of affiliated companies, total some 25,000 cod equivalent tonnes, about 2/3 of which are permits for pelagic fish, totalling around 330,000 tonnes. This figure is based on a 900,000-tonne allocation of capelin. The operations of Síldarvinnslan hf. and affiliates are at fifteen locations in Iceland, in addition to the USA and Greenland.



More information will be provided by Björgólfur Jóhannsson, CEO of Síldarvinnslan hf., Tel. +354 896 1455.


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