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BAKK
Bakkavör Group - Proposals for Annual General Meeting, 23 March 2007   16.3.2007 16:21:59
Flokkur: Hluthafafundir      Íslenska  English
1

1. Proposal of the company’s Board of Directors on the payment of dividends and disposals of profits for the year 2006.

 

The Board of Directors of Bakkavör Group hf. proposes that the Annual General Meeting, held on 23 March 2007, approve the payment of dividends in the amount of 50% of the nominal par value of the share capital, which corresponds to ISK 0.5 per share or ISK 1,079 million. The record date for dividends will be on the morning of 26 March 2007.  The ex-dividend date is 26 March 2007. It is proposed that dividends be paid to shareholders without interest on 24 April 2007. The remainder of the profit for the year shall be allocated to increase the equity of Bakkavör Group hf.

 

2. Proposal on the remuneration to Directors.

 

The Annual General Meeting of Bakkavör Group hf., held on 23 March 2007, agrees that the remuneration to each Director, including the Chairman, will be Ł25,000 per annum for the period extending from the Annual General Meeting in 2007 to the Annual General Meeting in 2008.  Directors will not receive remuneration for attendance and participation in subcommittees of the Board.

 

3.  Proposal on the composition of the Board of Directors

 

Notification of candidature for the Board of Directors of Bakkavör Group hf. shall be submitted to the Board at least five days before the Annual General Meeting. Candidatures will be published at least two days before the Annual General Meeting.

 

4.  Proposal to elect an auditor.

 

It is proposed that Deloitte hf., Stórhöfđa 23, 112 Reykjavík, be re-elected as the Company’s auditing firm for 2007.

 

5. Proposal on amendments to Articles of Association:

 

A)     Amendment to Article 1.

 

It is proposed that Article 1 is changed to reflect the Group’s changed residence and venue:

 

“The company is a public limited liability company named Bakkavör Group hf.  Its domicile and venue is Ármúli 3, 108 Reykjavík.”

 

B)     Amendment to Article 3.

 

i) Authorisation for the Board of Directors to increase share capital.

 

It is proposed that the following paragraph is added to Article 3 as paragraph 3 and that other paragraphs change accordingly:

 

“The Company’s Board of Directors is authorised to increase the share capital of the Company by issuing new shares of up to ISK 2.000.000.000 in nominal value. Shareholders will not be granted pre-emptive subscription rights to newly issued shares, pursuant to article 34 of the Act on Public Limited Companies, No. 2/1995.  The Board of Directors may, however, authorise individual shareholders in each instance to subscribe for the new shares in part or in whole. No limitations will be placed on trading in the new shares. They shall grant rights in the Company as of the registration date of the increase to which they refer. The Company’s Board of Directors shall determine the offering price and terms of offering. The Board of Directors is authorised to decide that subscribers pay for the new shares, partly or in whole, with other valuables than cash. This authorisation shall be effective until 23 March 2012 to the extent that it has not been exercised before that date.”

 

ii) Proposal on the Board of Directors authorisation to issue shares in pound sterling

 

It is proposed that the following sentence be added to paragraph 1 of Article 3:

 

“The Board of Directors is authorised, to issue shares in the company in pound sterling instead of Icelandic króna if the Board considers the option feasible, cf. Article 1, Paragraph 4 of Act no. 2/1995 on Public Limited Companies. Article 1. The Act on Annual Accounts no. 3/2006, pursuant to paragraph 5 of Article 1 of Act on Public Limited Companies No. 2/1995, shall be applied if and when converting the shares. Furthermore, the Board of Directors is authorised to make any changes to the Articles of Association that are deemed necessary in connection with the issuance, including changing amounts in paragraph 1 of Article 3 of the Articles of Association using the same conversion method.”

 

C) Amendment to Article 13.

 

It is proposed that the following paragraphs be added to Article 13 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 shall only be held electronically.

 

The password submitted shall be equivalent to the shareholders signature and a confirmation of the shareholders participation at the meeting. Otherwise Article 80 a of Act on Public Limited Companies No. 2/1995, as amended from time to time, shall apply.

 

D) Amendment to Article 18.

 

It is proposed that a new segment be added to Article 18 as item 7.

 

“The Board of Directors’ proposal for a Remuneration Policy.”

 

Other numbers shall change in accordance with the above.

 

E) Amendment to Article 19

 

It is proposed that Article 19 shall be as follows:

 

The Board of Directors of the Company shall be comprised of up to seven members. They are to be elected at the Annual General Meeting for a term of one year. The eligibility of members of the Board shall be subject to statutory law.

 

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 shall be submitted on display to shareholders at the company’s headquarters no later than two days in advance of an Annual General Meeting.                                       

 

The Board of Directors of the Company is the supreme authority in the affairs of the Company between shareholders’ meetings. It shall handle the affairs of the Company and ensure that its organization and operation are at all times in correct and appropriate order. The Board shall ensure adequate supervision of the accounts and disposal of the Company's property. The signatures of the majority of the Board of Directors are binding for the Company. Board meetings can pass a lawful resolution if a majority of the Board members attend.  

 

The Board of Directors shall allocate tasks. The Board shall elect a Chairman of the Board from among its members, and allocate tasks in other respects as required. The Board shall be authorised to entrust the Chairman of the Board with special activities on behalf of the Company. The Chairman shall convene meetings of the Board and preside at Board meetings. Meetings shall be held at the discretion of the Chairman. The Chairman shall also convene a meeting of the Board if requested by one member of the Board or the Managing Director. The Board of Directors shall establish rules of procedure setting out further details of the performance of its duties.

 

6. Proposal on a Remuneration Policy

 

The Board of Directors of Bakkavör Group hf. proposes that the Annual General Meeting, held on 23 March 2007, approves the following Remunaration Policy for the Company:

 

Remuneration Policy for Bakkavör Group hf.

 

Article 1 - Objective

 

The object of this Remuneration Policy is to make an employment for Bakkavör Group 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 may be paid a fixed fee for each meeting they attend in the Board’s subcommittees.

 

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 5 - 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 Bakkavör Group 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 Bakkavör Group hf. 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.

 

7. Proposal on the company’s Board of Directors’ authority to purchase shares in Bakkavör Group hf.

 

The Board of Directors of Bakkavör Group proposes that the Annual General Meeting for 2007 held on 23 March 2007, agrees to the following proposal on the authority of the Board of Directors to purchase shares in the company:

 

“The Annual General Meeting of Bakkavör Group hf. held on 23 March 2007 agrees, pursuant to Article 55 of the Act on 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 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.“

 

The proposals for amendments are pursuant to Act no. 2/1995 cf. Act no. 89/2006.

 


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