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EXISTA
Exista - Agenda and Proposals for Annual Meeting 14 March 2007   27.2.2007 12:24:23
Flokkur: Hluthafafundir      Íslenska  English
Annual General Meeting of Exista hf

Annual 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, Reykjavík.

 

Agenda:

 

1.       Presentation of the report of the Board of Directors on the activities of the Company in 2006.

2.       The accounts of the Company for 2006, including an audit report, submitted for confirmation.

3.       Decision on dividend payments and disposal of profits for the year 2006.

4.       Elections of Board of Directors.

5.       Election of auditing firm.

6.       Decision on remuneration to the members of the Board of the Company for the upcoming term.

7.       Proposal for amendments to the Articles of Association of Exista hf.:

a.       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 new shares.

b.       Change to Article 12 because of electronic participation in shareholder’s meetings and electronic shareholder’s meetings.

c.       Amendment to Article 13 regarding the Remuneration Policy added to the agenda of the Annual General Meeting.

d.       Addition to Article 15 regarding information in the notification of candidature.

8.       Proposal for remuneration policy.

9.       Proposal to grant authorisation to the Board for the issuing of shares in Euros.

10.   Proposal to grant authorisation to the Board to buy company shares.

11.   Other matters.

 

 

Those 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 the Company.

 

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.

 

1.      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.

 

2.      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.

 

3.      Proposal on a Remuneration Policy  

 

Remuneration 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 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 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 companies.

 

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.

 

4.      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 Meeting.

 

5.      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

 

A.      Amendments 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”.

 

B.      Amendments 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 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 only be held electronically.

 

Otherwise Article 80a of Act no. 2/1995 respecting Public Limited Companies as amended from time to time shall apply.

 

C.      Amendments 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 Remuneration Policy“.

 

Other numbers will change in accordance with the above.

 

D.      Amendments 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 General Meeting.“

 

7.      Proposal on the Board of Directors authorisation to issue shares in Euros.

 

It 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 method.

 

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.

 

Exposition

 

The proposals for the changes to the Articles of Association are pursuant to Act no. 2/1995, cf. Act no. 89/2006.

 


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