The proposals submitted at the Annual General Meeting of Exista hf. on 14 March 2007 were approved unanimously.
1. The following proposal on dividends was approved:
The Exista hf. Board of Directors proposes that the Annual General Meeting, held on 14 March 2007, approve the payment of dividends in the amount of 100% of the nominal par value of the share capital, which corresponds to ISK 10,838,746,119. This corresponds to 29% of the Company's after-tax profit in 2006. Dividends shall be paid to parties that are registered as owners of the Company's shares at the end of 14 March 2007 when the Annual General Meeting is held. The ex-dividend date is 15 March 2007. It is proposed that dividends be paid to shareholders without interest on 30 April 2007. The remainder of the profit for the year, ISK 26.6 billion (EUR 281 million), shall be allocated to increase the equity of Exista hf.
2. The following parties were elected to the Board of Directors for a term of one year:
Agust Gudmundsson
Bogi Oskar Palsson
Gudmundur Hauksson
Lydur Gudmundsson
Roberts Tchenguiz
Runar Rafnsson
3. The following proposal regarding election of an auditor for the term was approved:
It is proposed that Deloitte hf., Storhofdi 23, Reykjavik, be re-elected as the Company's auditing firm for 2007.
4. The following proposal on remuneration of the Board of Directors was approved:
The Annual General Meeting of Exista hf., held on 14 March 2007, agrees that the remuneration of the Board of Directors in 2007 will be as follows:
Chairman of the Board ISK 550,000 per month; Directors, ISK 275,000 per month.
Board members shall receive a set fee for each meeting they attend in the Board's subcommittees. The fee shall be ISK 50,000 for each meeting.
5. The following proposals on amendments to the Articles of Association were approved:
A. Amendments to Article 4.
It is proposed that Paragraph 2 of Article 4 be amended to read as follows:
Instead of "ISK 1,000,000,000" because of issuance of new shares, "ISK 3,600,000,000" shall be added in both instances and the date changed from "1 August 2011" to "14 March 2012".
B. Amendments to Article 12.
It is proposed that the following be added to Article 12, 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 days' prior notice and submit, in writing, any questions that they might have regarding the agenda or presented documents and that 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 shareholders' meeting shall only be held electronically.
Otherwise, Article 80 a of Act no. 2/1995 on Public Limited Companies shall apply".
C. Amendments to Article 13.
It is proposed that a new segment be added to Article 13 as Item g:
"The Board of Directors' proposal for a Remuneration Policy."
Other numbers shall change in accordance with the above.
D. Amendments to Article 15.
It is proposed that the following be added in between Paragraphs 1 and 2:
"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 to correct any 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 of a public limited company shall be available for shareholder perusal at the Company's headquarters no later than two days in advance of an Annual General Meeting."
6. The following proposal on a Remuneration Policy was approved:
With this Remuneration Policy, submitted to the Annual General Meeting, the Board of Directors of Exista aims to set forth a realistic Remunerations Policy that will make an employment for Exista hf. a desirable choice for personnel and enable the Company to attract leading managers, thereby guaranteeing the Company's competitiveness on an international basis.
The Board of Exista hf. has agreed upon the following Remuneration Policy with reference to Article 79 a of the Act on Public Limited Companies No. 2/1995.
Board members shall receive a fixed monthly payment in accordance with the decision of the annual general meeting of the Company, as is 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 shall receive a fixed fee for each meeting they attend in the Board's subcommittees. The fee shall be decided by the Annual General Meeting of the Company.
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 with the CEO, the provisions of which may include retirement or termination payments.
The CEO is authorised to propose to the Board of Directors that the management 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 severance 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.
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 with regard to stock options and any payment under which Directors are remunerated in shares, stock 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 Article 79. a, Paragraph 2 of the Act no. 2/1995 on Public Limited Companies. In all other aspects, the policy shall be viewed as a guideline. The Board of Directors shall note in the minutes of its meetings 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.
7. The following proposal on the Board's authorisation to issue the share capital of the Company in Euros was approved:
It is proposed that the Board of Directors be authorised to issue shares in the company in euros 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, Paragraph 5 of Act no. 2/1995 on Public Limited Companies shall apply 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 Article 4 of the Articles of Association using the same conversion method.
8. The following proposal on the Board's authorisation to purchase own shares was approved:
The Annual General Meeting of Exista hf., held on 14 March 2007, agrees, with reference 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 shares' purchase price may be up to 20% above the average sale price of shares registered on the OMX Nordic Exchange in Iceland 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 corresponding of authorisation approved at the last Annual General Meeting is cancelled.
Further information:
Erlendur Hjaltason, CEO
Tel. 550 8600.
