General Meeting of Exista hf.
Held on 14 March 2007
The Annual General Meeting of Exista hf. will
be held on Wednesday 14 March 2007 at 5 pm at Nordica Hotel, Suðurlandsbraut 2,
Presentation of the
report of the Board of Directors on the activities of the Company in 2006.
The accounts of the
Company for 2006, including an audit report, submitted for confirmation.
Decision on dividend
payments and disposal of profits for the year 2006.
Elections of Board
Election of auditing
Decision on remuneration
to the members of the Board of the Company for the upcoming term.
amendments to the Articles of Association of Exista hf.:
Change to Article 4,
paragraph 2 regarding the proposal to grant the Board of Directors authorisation
to increase the company’s share capital by up to ISK 3.600.000.000 by issuing
Change to Article 12
because of electronic participation in shareholder’s meetings and electronic
Amendment to Article
13 regarding the Remuneration Policy added to the agenda of the Annual General
Addition to Article
15 regarding information in the notification of candidature.
Proposal to grant
authorisation to the Board for the issuing of shares in Euros.
Proposal to grant
authorisation to the Board to buy company shares.
who wish to stand for election to the Board of Directors are reminded that they
must submit written notification to that effect to the Board, at least five
days before the annual meeting. Only those who have submitted such notice are
eligible for election to the Board. The notification shall include the
following information, in addition to the name of the shareholder, identification
number, address, information on main occupation, other
engagements as a board member, education, experience and shareholdings in the
Company. Information shall furthermore be given on connection with main
business partners, competitors and shareholders holding more than 10% shares of
Shareholder's proposals must be
submitted to the board at least seven days before the general meeting.
The agenda, final submissions and
financial statements will be available for inspection by shareholders at Exista’s
headquarters seven days before the annual meeting. The documents will also be
posted for inspection at www.exista.com.
Ballots and other documents will be available at
Nordica Hotel, from 16.30 pm on the day of the Annual General Meeting.
Reykjavík, 27 February 2007
Exista’s Board of Directors
Proposals of the Board of Directors of Exista
hf. to the company's Annual General Meeting on 14 March 2007.
Proposal of the company's Board of Directors
on the payment of dividends and disposals of profits for the year 2006
The Exista hf. Board of Directors proposes that the Annual General
Meeting, held on 14 March 2007, approve the payment of dividends in the amount
of 100% of the nominal par value of the share capital, which corresponds to ISK
10,838,746,119 million. This corresponds to 29% of the company's after-tax
profit in 2006. Dividends shall be paid to those that are registered as owners
of the Company’s shares at the end of 14 March 2007 when the Annual General
Meeting is held, ex-date is 15 March 2007. It is proposed that dividends
without interest will be paid to shareholders 30 April 2007. The remainder of
the profit for the year, ISK 26.6 billion (EUR 281 million), shall be allocated
to increase the equity of Exista hf.
Proposal on remuneration to the members of
the Board of the Company for the upcoming term
The Annual General Meeting of Exista hf., held on 14 March 2007, agrees
that the remuneration of the Board of Directors in 2007 will be as follows:
Chairman of the Board ISK 550,000 per month and the directors ISK 275,000 per
month. Board members shall receive a set
fee for each meeting they attend in the Board’s subcommittees. The fee shall be
ISK 50,000 for each meeting.
Proposal on a Remuneration Policy
Policy for Exista hf.
Article 1 - Objective
The object of this Remuneration
Policy is to make an employment for Exista 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 shall receive a
fixed fee for each meeting they attend in the Board’s subcommittees. The fee
shall be decided by the annual general meeting of the company.
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 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
Article 6 - Approval of the
Remuneration Policy and other matters
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.
Exposition with the Remuneration Policy for Exista hf.
Act no. 89/2006 added
Article 79 to the Act no. 2/1995 on Public Limited Companies. The article
requires the Board of Directors to set forth a Remuneration Policy prior to the
general meeting of the shareholders where it is put to a vote. The Remuneration
Policy shall stipulate the salary and other payments to the CEO and other
ranking employees as well as the Board of Directors. The Act also states
that the Remuneration Policy shall include all fundamentals on terms of
employment of ranking employees and Board members along with the company’s
policy on contacts with ranking employees and board members. It shall moreover
include details on if, how, under what circumstances and within what limits the
management and directors can receive additional awards in the form of delivery
of shares, performance based payments, stock options and any and all payment
having to do with company shares or the future value of such shares, loan
contracts, pension funds, retirement or redundancy payments.
The before mentioned
legislative change was made on the grounds of Commission Recommendation 2004/913/EC
of 14 December 2004
fostering an appropriate regime for the remuneration of directors of listed
With this Remuneration Policy,
hereby submitted to the annual general meeting of the shareholders, the Board
of Directors of Exista aims to set forth a Remunerations Policy that will
enable the company to attract leading managers and thereby guaranteeing the
company’s competitiveness on an international basis and is in compliance with
law and regulations.
Candidates for the Board of Directors
Notification of candidature for the Board of Directors shall be submitted
to the Board of Exista at least five days before the Annual General Meeting.
Candidatures will be published at least two days before the Annual General
Proposal of the company's Board of Directors
on auditing firm
It is proposed that Deloitte hf., Stórhöfða
23, Reykjavík, be re-elected as the company's auditing firm for 2007.
6. Proposals on amendments to the Articles of Association
to Article 4
It is proposed that paragraph 2 of
Article 4 be changed in the following manner:
In stead of “ISK 1.000.000.000”
because of issuance of new shares “ISK 3,600,000,000” be added in both
instances and the date changed from “1 August 2011” to “14 March 2012”.
to Article 12.
It is proposed that the following
be added to Article 12 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
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.
Board of Directors is also authorised to decide that the shareholder’s meeting
only be held electronically.
Article 80a of Act no. 2/1995 respecting Public Limited Companies as amended
from time to time shall apply.
to Article 13.
It is proposed that a new segment
be added to Article 13 as segment g:
„The Board of Directors proposal for a
Other numbers will change in
accordance with the above.
to Article 15.
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 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
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
on the Board of Directors authorisation to issue shares in Euros.
is proposed that the Board of Directors be authorised to issue shares in the
company in Euros instead of Icelandic króna if the Board considers the option feasible,
cf. paragraph 1 of Article 4 of Act no. 2/1995 respecting Public Limited
Companies. Paragraph 5 of Article 1 of Act no. 2/1995 respecting Public Limited
Companies shall apply when converting the shares. Furthermore, the Board of
Directors is authorised to make changes to the Articles of Association which
are deemed necessary in connection with the issuance, including changing
amounts in Article 4 of the Articles of Association with the same conversion
Proposal on the company's Board of Directors' authority to purchase
shares in Exista hf.
The Annual General Meeting of Exista hf.,
held on 14 March 2007, agrees, with reference to Article 55 of the Act
respecting 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 shares' 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.
proposals for the changes to the Articles of Association are pursuant to Act
no. 2/1995, cf. Act no. 89/2006.