Proposals submitted to the Annual General Meeting of

1. Proposal on dividends

The Board of Directors of the Bank proposes that shareholders be paid
dividends amounting to ISK 10,366 million (EUR 118 million) for the
operating year 2006, or ISK 14 per share, which corresponds to 12.2%
of net earnings. The record date for dividends will be on the
morning of 19 March 2007 in Iceland. The record date for dividends
will be on 21 March 2007 in Sweden. The ex-date in Iceland and
Sweden will be on 19 March 2007. The payment of dividends shall be
effected on 28 March 2007 (29 March 2007 in Sweden). In other
respects, reference is made to the Annual Accounts of the Company as
regards the further disposal of profits and other changes to the
Company's equity.

2. Proposals on amendments to the Articles of Association

A) The following Paragraph shall form a new Paragraph 2 in Article 4
of the Articles of Association. The current Paragraph 2 which
contains an authorisation to increase share capital by up to
49,100,000 shares or up to ISK 491,000,000 nominal value, shall be
deleted."The Board of Directors of the Company is authorised to increase the
share capital of the Company by up to ISK 1,500,000,000 nominal value
through the subscription of up to 150,000,000 new shares. The current
shareholders waive their pre-emptive rights to the new shares
pursuant to Article 34 of Act no. 2/1995 on Public Limited Companies.
The Board of Directors may, however, authorise shareholders in each
instance to subscribe for the new shares, in part or in whole. There
will be no restrictions on trading in the new shares. The new shares
shall belong to the same class and carry the same rights as other
shares in the Company. The new shares shall grant rights within the
Company as of the date of registration of the increase of share
capital. The Board of Directors of the Company shall determine more
specifically how this increase will be executed, with reference to
price and terms of payment. The Board of Directors shall also
determine the stages in which the authorisation will be exercised.
The Board of Directors of the Company is authorised to decide that
subscribers pay for the new shares in part or in whole with other
valuables than cash. This authorisation shall be effective until 16
March 2012, to the extent that it has not been exercised before that
date."

B) The following new point, which shall be Point 5, shall be added
to Paragraph 1, Article 13 of the Articles of Association. The
numbering of subsequent points shall be altered accordingly."A proposal of the Board of Directors on a remuneration policy."

C) Following the words "annual accounts" in the second paragraph of
Article 15 of the Articles of Association, the words "report of the
Board of Directors, the Board's proposal on the remuneration policy"
shall be added.

D) The following paragraph shall form a new Paragraph (Paragraph 5)
in Article 15 of the Articles of Association: "If the Board of
Directors has decided that a shareholders' meeting shall be held
partly electronically, shareholders who participate electronically in
the meeting shall submit questions on the agenda or submitted
documents etc. related to the shareholders' meeting, not later than 5
days before the shareholders' meeting."

E) The following sentence shall be added to the third Paragraph of
Article 19: "Information on the candidates shall be available at the
Bank's office no later than two days prior to the shareholders'
meeting."

3. Proposal of the Board of Directors on a remuneration policy

The Remuneration Policy of Kaupthing Bank

The Board of Directors of Kaupthing Bank proposes that the AGM held
on 16 March 2007 confirm the following Remuneration Policy of
Kaupthing Bank:

I. General

In accordance with Act 2/1995 article 79a and rules on good corporate
governance the Board of Directors of Kaupthing Bank shall approve the
Bank's remuneration policy concerning wages and other payments to the
Chief Executive Officer and other senior managers of the Company as
well as its Directors.

The remuneration policy is binding on the Company's Board of
Directors where it pertains to payments in the form of share
certificates, call and put options, priority purchase rights and
other kinds of payments which are linked to share certificates in the
Company or the development of the price of shares in the Company. In
other respects the remuneration policy is of guidance for the
Company's Board of Directors.

II. Compensation Committee

The Board has nominated a Compensation Committee to advise the Board
on matters relating to executive compensation and administration of
the Company's incentive compensation and equity-based plans. The
Compensation Committee reports its activities to the Board on a
regular basis and makes such recommendations as the Compensation
Committee deems necessary or appropriate.

This arrangement is an accordance with the guidelines from the
Iceland Chamber of Commerce on Corporate Governance issued in 2005
and recommendations from UK Corporate Governance Committees on the
Code of Best Practice.

III. Remuneration Policy

The Annual General Meeting of Kaupthing Bank held on 27 March 2004
confirmed the submitted policy from the Compensation Committee
regarding employee stock options and the financing of employee share
purchases.

The principal in compensating executives is to align the incentives
of the executives with actions that will enhance long-term
shareholder value. The continued growth and strong position of the
Bank lie to a large extent in the Bank's ability to retain existing
key employees and to attract new ones.

The key principles of the Compensation Committee are:

A. Key employees are regarded as corner stones in the continued
growth of the Bank and its good standing.
B. Compensation to key employees must be attractive and competitive.
C. Option schemes for key employees are to be continued and financing
to be provided in this context.

IV. Remuneration to Board Members

Board Members shall receive a fixed monthly payment in accordance
with the decision of the AGM, 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 remuneration for a term of one year, taking
into account the time board members spend on their duties, the
responsibility involved and the Bank's operations in general.

V. The structure of salaries

Basic salaries
In accordance with the Bank's policy the Compensation Committee makes
a proposal on the salaries paid to the CEO and the Executive
Chairman. The proposal is based on an examination by the Committee
of salaries paid to executives of European banks and information from
external consultants.

The basic salary to other Managing Directors is determined by the CEO
in consultation with the Managing Director of Human Resources taking
into account the responsibility and the scope of the management
position in question.

Bonuses
Bonus payments are only made when Kauphing Bank's required return on
equity of 15% has been achieved. Bonus payments to others than the
CEO and the Executive Chairman are determined by the CEO in
consultation with the Executive Chairman of the Board of Directors
and the Managing Director of Human Resources. A specific proportion
of bonus payments above a certain amount will be linked to the price
of the Bank's shares and payment deferred for three years. The
payment is however subject to the basic condition that the employee
remains employed within the group.

Option Schemes
To align the incentives of the employees with actions that will
enhance long-term shareholder value, the Bank has enabled employees
to purchase shares in the Bank. The Bank has in this context written
call options, offered loans, according to general rules, to finance
purchases, and in some cases written put options on shares sold.

The total put options and call options written towards employees can
at any given time be up to 9% of issued shares in the Bank. The
purchase or strike price in options shall be the market price on the
date the options are written.

There are still two years left of the current option scheme with the
Executive Chairman and the CEO. According to the scheme they are each
entitled to 812,000 shares in 2007 and 812,000 shares in 2008 but on
the recommendation of the Compensation Committee the Board of
Directors of Kaupthing Bank recommends that the scheme be extended
for three years, subject to the approval of the AGM. The amount is to
be the same as in the current option scheme or 812,000 shares every
year in 2009, 2010 and 2011. The price will be the market price on
the date of the AGM 2007.

Termination or retirement payments
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 being concluded regarding retirement
or termination payments.

4. Proposals on members of the Board of Directors for the term of one
year

Board members:

1. Sigurdur Einarsson - United Kingdom, Executive Chairman of
Kaupthing Bank hf. (First elected 2003).
2. Hjörleifur Jakobsson - Iceland, CEO of Ker ehf. (First
elected 2003).
3. Antonios P. Yerolemou - United Kingdom, Executive Chairman
of KFF.
4. Ásgeir Thoroddsen - Iceland, Attorney to the Supreme Court
of Iceland. (First elected 2003).
5. Bjarnfredur Ólafsson - Iceland, Attorney to the District
Court of Iceland. (First elected 2003).
6. Brynja Halldórsdóttir - Iceland, CEO of Norvik hf. (First
elected 2004).
7. Gunnar Páll Pálsson - Iceland, CEO of VR trade union. (First
elected 2001).
8. Niels de Coninck-Smith - Denmark, CEO of Ferrosan A/S.
(First elected 2005).
9. Tommy Persson - Sweden, CEO of Länsförsäkringar AB. (First
elected 2002).

Substitutes :

1. María Sólbergsdóttir - Iceland, project manager at Kaupthing
Bank.
2. Gudný Arna Sveinsdóttir - Iceland, CFO of Kaupthing Bank hf.
3. Martha Eiríksdóttir - Iceland, Head of Business Relations of
Landsnet.
4. Margeir Daníelsson - Iceland, former CEO of the Co-operative
Pension Fund of Iceland.
5. Thórdur Magnússon - Iceland, Chairman of the Board of Directors
of Eyrir Invest ehf.
6. Panikos J. Katsouris - United Kingdom, CEO of Katsouris Brothers
Ltd.
7. Hildur Árnadóttir - Iceland, CFO of Bakkavor Group hf.
8. Jónas Gudbjörnsson - Iceland, CFO of Ker ehf.
9. Kristin Pétursdóttir - Iceland, economist.

5. Proposal on remuneration of the Board of Directors for the term
of one year

It is proposed that Board members receive ISK 400,000 per month and
that the Executive Chairman receives ISK 800,000 per month.
Remuneration to substitutes shall be ISK 400,000 for each Board
meeting attended. In addition remuneration for Board members who
serve on the sub-committees of the Board shall be ISK 150,000 per
month to each member for their position on each committee.

6. Election of an auditor for the next accounting year

It is proposed that KPMG Endurskodun hf. be elected the company's
auditors and that Sæmundur Valdimarsson, certified auditor, perform
this duty on behalf of the auditing company.

7. Proposal to authorise the Bank to purchase own shares

The Board of Directors, acting for the Bank, is authorised to
purchase own shares in the Bank or to accept such shares as
collateral. This authorisation shall be effective for 18 months from
the date of the Annual General Meeting 2007 with the restriction that
the total shares purchased or accepted as collateral shall not exceed
10% of the total shares in the Bank at each time. The price paid
shall not be lower than 20% below, and not higher than 20% above, the
rate at which the Bank's shares are priced on the Iceland Stock
Exchange (OMX Iceland) or Stockholm Stock Exchange (OMX Sweden).

A corresponding authorisation granted by the 2006 Annual General
Meeting is cancelled.

Proposals submitted to the Annual General Meeting of Kaupthing Bank hf., Friday 16 March 2007.