365 - Results of Annual Meeting 20 March 2007


The proposals submitted at Annual General Meeting of 365 hf. 20th March 2007 were approved.


1. The following proposal on dividends was approved:
The Board of Directors does not propose any payments of dividends for the year 2006.

2. The following proposals on amendments to the Articles of Association were approved:

Ref. to 4.03.1 of the Articles of Association

Proposal that the Articles of Association will be changed to the effect that the agenda of the AGM shall include a proposal of the Board of Directors on a remuneration policy. One week before an AGM, at the latest, the report of the Board of Directors and the Board's proposal on the remuneration policy, shall be available for inspection by the shareholders at the company's office.
Ref. to 4.06. of the Articles of Association

Proposal that the Articles of Association state that information on candidates for the Board of Directors shall be available at the Company office no later than two days prior to the shareholders' meeting.

3. The following proposal of the Board of Directors on a remuneration policy was approved:

365 hf. Remuneration Policy 

1.	Objective
The objective of this remuneration policy is to render employment at the company desirable. In order to achieve this aim the Board of Directors must be empowered to offer competitive salaries and other remuneration taking into consideration comparable companies in Iceland and abroad. 

2.	Board of Directors - Terms 
The Members of the Board of Directors shall receive a fixed monthly payment in accordance with a resolution passed at the company's Annual General Meeting, ref. Article 79 of the Companies Act No. 2/1995. The Board submits a proposal for the upcoming operation year taking into consideration the time spent on Board Member duties, the responsibility involved and the company's operations. 

3.	Chief Executive Officers - Terms 
A written contract of employment must be entered into between the company and the CEO. The terms of his employment shall be competitive.

The basic salary and other remuneration of the CEO shall be decided on the basis of his education, experience and previous duties Other terms of employment such as benefits, leave and terms of notice shall be specified in the employment contract. An initial recruitment payment is permitted.

The CEO's employment contract shall in general be exhaustive in terms of payments in case of termination. However, in special circumstances the Board of Directors may conclude a specific compromise agreement. 

4.	Senior Management - Acknowledgments
The CEO may propose to the Board of Directors acknowledgments to senior management in addition to their basic salaries in the form of shares, bonuses, call options or other benefits related to the share price or its development; as well compromise or retirement agreements. 

The status of the Member of management in question, responsibility, performance and future prospects shall be taken into account when deciding upon such additional terms. 

5.	Approval of the Remuneration Policy
The company's remuneration policy shall be presented at the Annual General Meeting for approval and shall be subject to annual review. 

The Remuneration Policy is binding upon the Board of Directors in matters of call options or other agreements or terms related to the development of the company's share price, ref.. Paragraph 2 Article 79.of the Companies Act No.. 2/1995. Otherwise the policy shall be of guidance for the Board. Any deviation from the policy shall be noted in the meeting minutes of the Board and adequately justified. The Board must inform the Annual General Meeting of such deviations. 

Exposition:
Article 79 of the Companies Act No. 2/1995 contains a new provision according to which the Board of Directors is to present a remuneration policy for the Annual General Meeting for approval. The Policy shall entail provisions on the remuneration of the CEO and senior management of the company as well as its Board of Directors. According to the said provision the policy shall present the basic elements of the terms of employment of senior management and the company policy related thereto. Furthermore, it must provide information on to what extent and under which circumstances management may be afforded rights or benefits in addition to their basic salaries such as call or put options, bonuses and other payments relating to the share price of the company as well as any and all compromise and retirement agreements or loans. 

The said amendment of the Companies Act derives from the implementation of the Commission Recommendation 2004/913/EB of 14 December 2004 on Directors' Remuneration. 

The Board of Directors of 365 hf. intends with this remuneration policy, submitted to the company's Annual General Meeting, to provide the company with a realistic remuneration policy which allows it to attract excellent management and thereby secure the company's competitiveness.


4. The following persons were elected as members of the Board of Directors for the term of one year:

Board members:
Aðalstjórn:

Árni Hauksson, Garðabæ
Jón Ásgeir Jóhannesson, Reykjavík
Magnús Ármann, Reykjavík
Pálmi Haraldsson, Reykjavík
Þorsteinn M. Jónsson, Reykjavík
The following substitutes were elected:

Matthías Imsland, Reykjavík
Soffía Lárusdóttir, Mosfellsbæ

5. The following proposal on remuneration of the Board of Directors for the term of one year was approved:

The Board of Directors proposes the remuneration of the members of the Board to remain unchanged. Individual Board Members will receive ISK 100.000 pr month and the Chairman 200.000 pr. month. Alternative members will receive ISK 50.000 for each meeting attended. The maximum payment of alternative members is ISK 1.200.000. 

6. The following proposal regarding election of an auditor for the next accounting year was approved:

The Board of Directors proposes KPMG Endurskoðun hf. as the company's Auditors.

7. The following proposal on purchase of own shares was approved:

The Board of Directors proposes to the Annual General Meeting that it be authorized to purchase own shares in accordance with Article 55 of the Companies Act, up to 10% of the company's shares. The minimum price shall be the shares nominal value and maximum 10% beyond market price at each time. The Authorization remains valid until the next Annual General Meeting.  

Exposition:
The proposal is in accordance with Article 55 of the Companies Act No. 2/1995,

Further information:
Please contact  Ari Edwald CEO of 365 hf.