ANNUAL GENERAL MEETING OF ICELANDIC GROUP HF. HELD ON 23 MARCH 2007 AT 4 PM The Annual General Meeting of Icelandic Group hf. will be held at Nordica Hotel, Suðurlandsbraut 2, Reykjavik, on March 23rd 2007 and will start at 4:00 pm. Agenda: 1. Presentation of the Board's annual report for 2006. 2. Presentation of financial statements for 2006. 3. Decision on the profit or loss of the year 2006 shall be allocated. 4. Decision on fees payable to members of the Board. 5. Election of Board of Directors. 6. Election of auditors. 7. Motion for Remuneration Policy. 8. Motion for new Articles of Association of Icelandic Group containing the following material changes: a. Provisions in Article 4 regarding electronic participation in shareholder's meetings and electronic shareholder's meetings. b. Provision in Article 4.13 regarding the Remuneration Policy added to the agenda of the Annual General Meeting. c. Provision in Article 5 regarding information in the notification of candidature. d. Provision regarding the length of notification period in Article 4.17 changed so that the minimum notification period is reduced from two weeks to one. e. Changes to the terms listed in Article 15 regarding the company's authorization to take on a loan with special conditions. Otherwise, the new Articles of Association only differ from the older ones regarding the structure of Articles and wording. 9. Other matters. Shareholders or others who wish to stand for election to the Board of Directors are reminded that they must submit written notification to that effect to the Board, at least five days before the annual meeting. 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 links 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. Only those who have submitted such notice are eligible for election to the Board. Shareholder's proposals must be submitted to the board at least seven days before the general meeting. The agenda, final submissions and financial statements will be available for inspection by shareholders at Icelandic Group's headquarters seven days before the annual meeting. The documents will also be posted for inspection at www.icelandic.is. Ballots and other documents will be available at Nordica Hotel, from 2.00 PM on the day of the Annual General Meeting. Reykjavík, March 8th 2007 The Board of Directors, Icelandic Group hf. PROPOSALS OF THE BOARD OF DIRECTORS OF ICELANDIC GROUP HF. TO THE COMPANY'S ANNUAL GENERAL MEETING ON 23 MARCH 2007 1. Proposal of the company's Board of Directors on the disposals of losses for the preceding fiscal year The Board of Directors of Icelandic Group hf. proposes that the Annual General Meeting, held on 23 March 2007, approve that no dividends be paid and that the loss for thee preceding fiscal year shall be allocated to decrease the Company's equity. 2. Proposal on remuneration to the members of the Board of the Company for the upcoming term The Annual General Meeting of Icelandic Group hf., held on 23 March 2007, agrees that the remuneration of the Board of Directors in 2007 will not be altered and will be as follows: Chairman of the Board ISK 200,000 per month, other Directors ISK 100,000 per month. Alternate Directors ISK 30,000 per meeting they attend, though a maximum amount of ISK 100,000 per month. 3. Candidates for the Board of Directors Notification of candidature for the Board of Directors shall be submitted at least five days before the Annual General Meeting. Information on candidates will be published at least two days before the Annual General Meeting. 4. Proposal of the company's Board of Directors on auditing firm It is proposed that KPMG hf., reg. no. 590975-0449, Borgartun 27, 105 Reykjavik, be re-elected as the Company's auditing firm for 2007. 5. Proposal on a Remuneration Policy Remuneration Policy for Icelandic Group hf. Article 1 - Objective The object of this Remuneration Policy is that an employment for Icelandic Group hf. is desirable for first class 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 is in a position to offer competitive wages and other payments, such as bonuses and stock options at an international standard. Article 2 - Remuneration Policy Committee The Remuneration Committee shall consist of three of the members of the Board of Directors of the Company elected by the Board. The Committee shall work in accordance with a mandate resolved by the Board. The Committee shall be advisory to the Board of Directors and the management regarding the terms of employment for the ranking employees and regarding the Remuneration Policy. The Board shall also supervise that the terms of employment for the ranking employees are in line with the Employment Policy and report to the Board of Directors annually thereof in connection with the annual general meeting of the Company. Article 3 - 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 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. Article 4 - 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. When deciding on the terms of notice special clauses adverting to the extension of the term of notice in proportion with the CEO's period of employment are permitted. Furthermore, the contract shall specify the terms of notice. The CEO's salary shall be revised annually. At such revision the committee shall value the performance of the CEO, wages in comparable companies and the progress and operations of the company in general. 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 5 - Managing directors - terms of employment The CEO recruits the managing directors of the company after consulting with the Board of Directors. The same aspects as stipulated in article 4 shall apply when deciding on their terms of employment. Article 6 - Acknowledgements to the management The Remuneration Committee 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. A stock option shall in general only be exercisable by a person employed by the company at the time of exercise. Article 7 - Other employees The managing directors shall, when applicable, take the above into consideration when deciding on the terms of employment of other employees. Article 8 - Information In the annual general meeting of the shareholders the Board of Directors shall disclose to the shareholders the terms of employment of the CEO, managing directors and board members of the Company. The Board of Directors shall disclose the total amount paid in salaries in any form in the previous financial year, payments from other companies within the Group, and stock options and all other forms of payment pertaining to stock in the company and retirement payments, if any. Article 9 - 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 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 Icelandic Group hf. Act no. 89/2006 added Article 79 to the Act 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 Icelandic 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. 6. Proposals on amendments to the Articles of Association Proposals on amendments to the Company's Articles of Association which are attached hereto. The amendments mainly involve rearrangements of articles and amendments to the wording of the current Articles, but the amended Articles contain the following amendments to the subject matter thereof: A. Article 4: Involves electronic participation in shareholders' meetings and electronic shareholders' meetings. The amendments are to be found in clauses 4.2-4.8 which read as follows: "The right to attend Shareholders' Meetings shall fall to the Shareholders, Shareholders' agents, the Company's auditors, and the CEO even though not a Shareholder. Furthermore, the Board of Directors can invite experts to attend individual meetings if their opinion or assistance is required. The Board of Directors shall be authorized to decide that Shareholders may take part in the procedures at meetings in an electronic manner without being physically present at the meeting place. Provided the Board of Directors is of the opinion that there is available suitably secure equipment to enable the Shareholders to take part in procedures at meetings without attending meetings in person. In the event the Board of Directors decides to exercise this authorization, this shall be specifically stated in the announcement of the meeting. Shareholders who intend to utilize such electronic participation shall announce this to the Company's office with five days' notice and present written questions about the agenda or files presented to which they request replies at the meeting. The Shareholders shall have access to instructions for the participation in a Shareholders' Meeting in an electronic manner, along with a password and the necessary software for such participation. The keyed in password in a computer program shall be equivalent to the signature of the Shareholder in question and be deemed his confirmation of his participation in the Shareholders' Meeting. The Board of Directors shall be authorized to decide that a Shareholders' Meeting be held exclusively in an electronic form. In the event the Board of Directors decides that a meeting should be held exclusively in an electronic manner using the appropriate equipment, and thus to offer the Shareholders the opportunity to participate in the procedures and voting of the meeting, the announcement of the meeting shall include information on the technical equipment in question, in addition to information on how Shareholders shall go about announcing their participation, and where they can obtain information, instruction and a password for the participation in the meeting. The keyed in password in a computer program shall be equivalent to the signature of the Shareholder in question and be deemed his confirmation of his participation in the Shareholders' Meeting. In the event the Board of Directors does not find it possible to offer the Shareholders the opportunity to participate in a shareholders' meeting in an electronic manner, the Shareholders shall be given the opportunity to cast their votes about proposals made, or take part in elections, by letter." B. Article 4.13: Involves that proposals on a Remuneration Policy will be on the agenda of annual general meetings, in addition to the current agenda. It is proposed that a new segment be added as item 4 and it reads as follows: "The Board of Directors' proposal for a Remuneration Policy". C. Article 4.17: Involves the shortening of the notice period for shareholders' meeting from a minimum of two weeks to the minimum of one week. Article 4.17 reads as follows: "Shareholders' Meetings shall be announced at least one week's notice and at the latest at four weeks' notice. It is desirable that the Annual General Meeting be called at two week's notice if the Board of Directors deems this possible while it shall be authorized to announce the meeting at one week's notice." D. Article 5: Involves information to be in the notification of candidacy submitted by candidates for election to the Board of Directors. Article 5 on candidacy to the Board of Directors reads as follows: "Those who intend to stand for election to the Board of Directors shall notify this to the Board at least 5 days before the Shareholders' meeting. The notification of the candidacy for the election to the Board of Directors, in addition to the name of the candidate, shall include his ID No., home address, information on his primary occupation, other administration posts, education, experience and his shareholdings in the Company. Furthermore, information shall also be provided on any conflict of interest with the Bompany's main business partners or competitors, as well as Shareholders holding more than a 10% share in the Company. The Company's Board of Directors shall examine the notifications of candidatures and offer to all the candidates, in a verifiable manner, the opportunity to amend any drawbacks to their notifications within a specified time. In the event no amendments has been made to a notification of candidacy within the time limit, the Board of Directors shall decide on its validity. It shall be possible to refer the conclusion of the Board of Directors to a Shareholders' Meeting which shall make the final decision on the validity of a candidacy. Information on the candidates for the election to the Board of Directors shall be made available to the Shareholders at the Company's office not later than 2 days before the Shareholders' Meeting." E. Article 15: Involves the Company's authority to take on credit on specific conditions. The Board of Icelandic Group hf. submits the following proposal to the Company's Annual General Meeting in relation to the Board's authority to take on a subordinated credit on specific conditions which entitles the creditor to convert his claim into shares in the Company, in accordance with Section VI of the Act on Public Limited Companies no. 2/1995. This loan is subordinated and shall give way to all other claims except claims for the refund of equity. The proposal also involves the authorisation to increase the Company's share capital by up to ISK 5,000,000,000 and that the Board will be authorised, in accordance with article 48 of the Act on Public Limited Companies, to amend Article 2 of the Company's Articles of Association in accordance with the capital increase resulting from the conversion. The Board's proposal reads as follows: "Icelandic Group Plc.'s Annual General Meeting, held on 23rd March 2007, resolves, with reference to Section VI of the Companies Act, specifically Art. 48, to grant to the Company's Board of Directors an authorization to take out a loan which grants the creditor the right to convert his claim against the Company into shares in the Company. The Company shall be authorized to sign loan documents in the aggregate amount of up to ISK 5,000,000,000, or the equivalent amount in euros, the loan period being up to 5 years. The debt shall be subject to REIBOR annual interest, in addition to a 5% interest premium. However, the interest shall be calculated in LIBOR, in addition to a 5% interest premium if the amount of the loan is in euros. On the due date of the interest, one half of the accrued and unpaid interest shall be paid, while the other half shall be added to the principal and be settled on the day of final payment which shall be 31st December 2011. In the calculation of the interest the basis shall be the principal in addition to the interest which shall be added to the principal as stated above. This shall be a subordinated loan, being subordinate to all other claims against the borrower with the exception of the claim of the repayment of the share capital. Upon bankruptcy, or the liquidation of the borrower, the loan shall be repaid after all other general claims while before claims as to the repayment of share capital. During the period from 1st December 2011 to 31st December 2011 the lender shall be authorized to change the principal of the debt, in addition to accrued interest, into shares in Icelandic Group Plc. In the same manner the lender, on due dates of the interest (for the first time on 31st December 2007), may change the entire loan or part of it, however at least a minimum of 20% of the principal of the debt, and accrued interest, into share capital. The lender shall also be authorized to convert the principal of the debt, in addition to interest, to shares in Icelandic Group Plc. before certain arrangements by, or relating to, the Company are effected, such as the raising or reduction of share capital, further obligations under convertible loans, the issue of subscription rights, the distribution of dividend and/or another type of distribution of the Company's funds to the Shareholders, take place. The lender shall be notified of such proposed arrangements with reasonable notice so as to enable him to exercise this right. With reservation on the recalculation of the conversion price as prescribed below, the conversion price shall be ISK 7.30 per share. In the event the lender chooses to convert his claim into shares in Icelandic Group Plc., he shall notify the Company of this in writing. The Board of Directors of the Company shall, as soon as possible, issue shares in the Company for the benefit of the lender at no cost to him so as to satisfy the right of conversion. In the event the claim is converted into shares in Icelandic Group Plc., a full settlement shall be deemed to have taken place when the borrower has issued new shares in Icelandic Group Plc. in the name of the lender. The shares will be issued in an electronic form in keeping with Art. 2.6 of the Company's Articles of Association, and the Company shall be considered to have satisfied its obligations when the shares have been entered into the computer system of the Icelandic Securities Depository in the ID No. of the lender. It shall be ensured in the credit terms that individual arrangements taken by, or related to, the Company, such as the raising or reduction of its share capital, further obligations in connection with convertible loans, the issue of subscription rights, the distribution of dividend and/or any other type of distribution of the Company's funds to its Shareholders, does not affect the value of the right of conversion. Thus, the conversion price shall be recalculated and updated in such instances in such manner that it is changed proportionately to the changes in the price and/or the value of the Company's shares due to such measures, all for the purpose of not reducing the value of the right of conversion. The further implementation of such adjusted conversion price shall be stated in the loan documents to be signed by the Company in connection with individual lenders, the Company's Board of Directors being fully authorized to negotiate with the lenders on further terms of such implementation. At the same time, the Board of Directors shall be authorised to change the Company's Articles of Association so that the final implementation of the increment is clearly stated in the Company's Articles of Association. In the event the borrower's share capital is raised during the loan period, the lender shall not have any priority rights with respect to new shares. The lender shall in other respects not enjoy the right as a Shareholder in the Company until he has exercised his right of conversion and the new shares have been recorded in the computer system of the Icelandic Securities Depository in the ID No. of the lender. In the event the borrower is liquidated during the loan period, including by a merger or a division, before the loan has been changed into shares, or has been paid, care should be taken that the condition of the obligation according to the loan will remain in such manner that the obligation is subordinated to the borrower's other debts (while on an equal footing with other subordinated loans taken under this authorisation), and above the position of the Company's share capital. In other respects than stated above, the decision on the reduction of the Company's share capital, the issue of convertible bonds, loans or subscription rights, shall not affect the legal status of the lender prior to his claim being converted into share capital. The Company's Board of Directors shall be authoriSed to raise the Company's share capital by up to ISK 5,000,000,000 in nominal value so as to satisfy the aforementioned obligation. The Shareholders waive their priority rights to subscribe for shares issued under this authoriSation. The new shares shall grant rights in the Company from the day of the recording of the increase. The aforementioned authorisation for the Board of directors shall remain valid until 23rd March 2008." If the proposal will be approved it will be implemented into the Articles of Association as Article 15, replacing Article 12.01 in the current Articles of Association. Exposition Most of the proposals for amendments to the Articles of Association are pursuant to Act on Public Limited Companies no. 2/1995, cf. Act no. 89/2006. Subject to the following, the amendments only involve rearrangements of articles and amendments to the wording of the Articles of Association for clarification purposes. The proposal on amendments of Article 15 (now Article 12.01) entails that the Board of Directors be authorised to take on credit in the Company's name, where the amount of which, including incurred interest, may be converted into shares in the Company. The conversion price shall be ISK 7.30 per share, but the conversion price shall, however, be subject to adjustments due to certain arrangements by the Board and/or the Company, such as capital increase/ decrease, disbursement of dividends, etc. The objective is to insure that the value of the conversion right is not diminished by such arrangements. Further implementation of such adjustments to the conversion price, i.e. the methods used for the re-calculation thereof, shall be determined in the terms of each loan. The proposal entails an amendment to Article 12.01 of the current Articles of Association which was approved at a shareholders' meeting held on 16 January 2007. There are mainly three amendments proposed. Firstly, the proposal entails that the Board of Directors is authorised to take on the convertible credit, subject to further terms, but Article 12.01 only prescribes that the Company is authorised to do so. Secondly, the proposal entails that the conversion price be subject to adjustment due to certain arrangements, as prescribed above. Finally, the proposal entails that the Board is authorised to increase the share capital of the Company by up to ISK 5,000,000,000 to fulfil the Company's obligations under the convertible loans, but this authorisation previously amounted to ISK 1,100,000,000. Further information: Bjorgolfur Johannsson Tel. 560 7800