Actavis Group - Additional information for Shareholders Meeting 9 February


Documents for Shareholders for the Shareholders' Meeting of Actavis Group hf., which will take place at Nordica Hotel, Reykjavik, on Friday 9 February 2007, at 16.30 pm.

The agenda of the Meeting is as follows:

1.	The Board of Directors of Actavis Group Ltd. submits the following proposals which entail amendments to the Company's Articles of Association:

a)	That the Board of Directors be authorised, if it considers it desirable, to convert the Company's Class A shares from ISK to EUR, as permitted by sub-paragraph 4 of Article 1 of the Act No. 2/1995 on public limited liability companies. The conversion shall be made in accordance with the Act No. 3/2006 on Annual Accounts, cf. sub-paragraph 5 of Article 1 of the Act No. 2/1995 on public limited liability companies. In addition, the Board shall be authorised to make the necessary amendments to the Company's Articles of Association reflecting the convertion, including with respect to amounts specified in Article 2 effected by the convertion. If the convertion is approved by the Board of Directors, the nominal value of each share will be EUR 0.01.

The Board of Directors' comments regarding the proposal:

With this proposal, the Board of Directors of Actavis requires shareholders to authorise the Board to convert the Company's share capital from ISK to EUR. In the opinion of the Board, such authorisation is necessary before preparation for such convertion is begun. Such preparation involves, among other things, co-operation with the Iceland Stock Exchange and the Icelandic Securities Depository and other governmental parties which are involved in the Icelandic listed securities market and in such co-operation it is very important for the Board to be able to resolve on matters relating to the intended convertion without reservations. It should be noted that the Board is not obliged to have the share capital converted into EUR, and the Board may at all times to abandon such convertion. 

The proposal does not entail that the Board's authorisation is temporary. The reason is primarily unclarity as to the time consumption of the technical implementation of the convertion. However, the intention is to finalize the completion at mid year 2007.

The Board of Directors is of the opinion that the convertion can be very positive, both for Icelandic and foreign investors.  In recent times, the interest of foreign investors has increased extensively and the Board considers that the convertion will increase the interest of foreign investors and reduce the exchange rate risk potentially involved in investing in the Company in ISK. In addition, the convertion may be interesting for Icelandic investors, i.e. with respect to less exchange rate risk in case investments are funded in EUR. 

b)	That article 2.02.4 in the Company's Articles of Association be amended and read as follows:
"The Board of Directors is authorized to increase the Company's share capital in Class A by a nominal value of up to ISK 1,200,000,000 - twelve hundred million Icelandic kronas - nominal value in relation to the funding of the acquisition of shares in other companies. This authorisation remains valid for one year as of the approval thereof. The new shares shall confer rights as from the date of registration of the share capital increase. The Board may decide that payment for the new shares may be made in a form other than cash. The shareholders shall not have pre-emptive rights to subscribe for the new shares."

The Board of Director's comments regarding the proposal:

The proposal entails that the Board of Directors be authorised, for one year from the proposal's approval, to raise the Company's share capital by a total of ISK 1,200,000,000. The authorisation is limited to capital increase in relation to investments in other companies and the Board is not authorised to utilise such funds for any other purpose. The authorisation also entails that shares in other companies may be paid for by issuing new shares in Actavis Group hf., as it specifically prescribes that new shares may be paid for by other means than cash. 

As provided for in notifications made by the Company, Actavis is consistently reviewing investments in other companies and it is a clear policy of the Company to proceed with its development strategy, including such investments. The Board requires that current shareholders waive their priority rights for subscription of new shares in order to expand the Board's scope of authority to issue the shares. It shall be noted that this is only an authorisation, but in the event the Board decides to issue such shares, the Board will resolve on the manner of which such issue of shares will be effected.

The Board of Directors will at all times pursue to receive the highest price for new shares in the Company and therefore to ensure that the interests of current shareholders are served. The objective is to increase the value of the shareholdings of current shareholders even if the total percentage of shareholdings of individual shareholders may decrease. 

2.	Other matters legally introduced. 

The Board of Director's comments:

No further matters are raised under the agenda, but on such matters the Act on Public Limited Companies, No. 2/1995, and the Company's Articles of Association apply. 

For further information, please contact Halldór Kristmannsson, tel. 535 2525 and 840 3425 or by e-mail at hkristmannsson@actavis.com.

Documents for the meeting will be will be handed out at the venue of the meeting as of 16.00 p.m. on the day of the meeting.