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.