The following resolutions were made at the Annual General Meeting of Straumur-Burdarás Investment Bank hf. held on Thursday 8 March 2007

 

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

 

The annual accounts of the Bank and the Auditor’s report were ratified.

 

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

 

The meeting resolved 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.

 

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

 

The meeting resolved 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 meeting resolved that the remuneration to the Bank’s auditors for the previous operational year be paid according to invoice.

 

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

 

The Company’s policy on terms of employment, submitted by the Board pursuant to Article 79 of the Act Respecting Public Limited Companies, no. 2/1995, with subsequent amendments, was approved. 

 

Election of Board members

 

The following persons were elected to the Board of directors:

 

Board Members:

Björgólfur Thor Björólfsson, kt.190367-3749, London, England

Birgir Már Ragnarsson, kt. 020574-5699, London, England

Guðmundur Kristjánsson, kt. 220860-4429, Granaskjóli 64, 107 Reykjavík

Friðrik Hallbjörn Karlsson, kt. 180366-4909, Kjalarlandi 28, 108 Reykjavík

James Leitner, New York, USA

 

Alternates:

Alden Edmonds, New York, USA

Baldur Örn Guðnason, kt. 220166-4229, Bakkavör 10, 170 Seltjarnarnes

Heiðar Már Guðjónsson, kt. 220472-3889, London, England

Jóhann Páll Símonarson, kt. 110451-3939, Stakkhömrum 4, 112 Reykjavík

Þórunn Guðmundsdóttir, kt. 090757-4319, Laugavegi 61, 101 Reykjavík

 

 

Election of an Auditor or auditing firm

 

KPMG hf. was re-elected as the Company’s auditing firm for the year 2007.

 

Proposals for amendments to the Articles of Association of the Company

 

The meeting resolved to make the following amendments 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.

 

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

 

The meeting resolved to renew 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.  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.