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
2. Proposal on the remuneration
The Annual General Meeting of
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.
Proposal on the composition of the Board of Directors
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
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
5. Proposal on amendments to
Articles of Association:
to Article 1.
is proposed that Article 1 is changed to reflect the Group’s changed residence and venue:
company is a public limited liability company named Bakkavör Group hf. Its domicile and venue is Ármúli 3, 108
to Article 3.
i) Authorisation for the Board of
Directors to increase share capital.
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
ii) Proposal on the Board of
Directors authorisation to issue shares in pound sterling
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.
is proposed that the following paragraphs be added to Article 13 after
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.
is proposed that a new segment be added to Article 18 as item 7.
“The Board of Directors’ proposal
for a Remuneration Policy.”
numbers shall change in accordance with the above.
E) Amendment to Article 19
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
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
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
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.“
on a Remuneration Policy
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
Remuneration Policy for Bakkavör
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.
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.
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.
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
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.
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.“
proposals for amendments are pursuant to Act no. 2/1995 cf. Act no. 89/2006.