- Proposals of the Board of Directors for the Company's Annual General Meeting on 14 March 2008

1.  Proposal of the company's Board of Directors on the payment of dividends and
    disposals of profits for the year 2007. 

The Board of Directors of Bakkavör Group hf. proposes that the Annual General
Meeting, held on 14 March 2008, approve the payment of dividends in the amount
of 55% of the nominal par value of the share capital, which corresponds to ISK
0.55 per share or ISK 1,187 million. The record date for dividends will be on
the morning of 17 March 2008.  The ex-dividend date is 17 March 2008. It is
proposed that dividends be paid to shareholders without interest on 15 April
2008. The remainder of the profit for the year shall be allocated to increase
the equity of Bakkavör Group hf. 

2.  Proposal on the remuneration to Directors.

The Annual General Meeting of Bakkavör Group hf., held on 14 March 2008, agrees
that the remuneration to each Director, including the Chairman, will be £25,000
per annum for the period extending from the Annual General Meeting in 2008 to
the Annual General Meeting in 2009.  Directors will not receive remuneration
for attendance and participation in subcommittees of the Board. 

3.  Proposal on amendments to Articles of Association: 

A)  Amendment to Article 3.

Proposal on the Board of Directors authorisation to issue shares in a foreign
currency 

It is proposed that the following changes be made to sentence 2 in paragraph 1
of Article 3. 

“pound sterling” replaced with “foreign currency”  

The reference to Article 1, Paragraph 4 of Act no. 2/1995 on Public Limited
Companies replaced with reference only to Article 1 of Act no. 2/1995 on Public
Limited Companies. 
 
Paragraph 1, Article 3 shall read as follows:
 
“The company's share capital is ISK [2,157,888,219]. The Board of Directors is
authorised, to issue shares in the company in foreign currency instead of
Icelandic króna if the Board considers the option feasible, cf. Article 1 of
Act no. 2/1995 on Public Limited Companies, Article 1. The Act on Annual
Accounts no. 3/2006, pursuant to paragraph 5 of Article 1 of Act on Public
Limited Companies No. 2/1995, shall be applied if and 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 paragraph 1 of Article 3 of the
Articles of Association using the same conversion method.” 

B)  Amendment to Article 19

It is proposed that 1 paragraph of Article 19 shall be as follows:

The Board of Directors of the Company shall be comprised of up to eight
members. They are to be elected at the Annual General Meeting for a term of one
year. The eligibility of members of the Board shall be subject to statutory
law. 

4.  Proposal on the composition of the Board of Directors.

Notification of candidature for the Board of Directors of Bakkavör Group hf.
shall be submitted to the Board at least five days before the Annual General
Meeting. Candidatures will be published at least two days before the Annual
General Meeting. 

5.  Proposal to elect an auditing firm.

It is proposed that Deloitte hf., Smáratorgi 3, 201 Kópavogur, be re-elected as
the Company's auditing firm for 2008. 

6.  Proposal on a Remuneration Policy.

The Board of Directors of Bakkavör Group hf. proposes that the Annual General
Meeting, held on 14 March 2008, approves the following Remuneration Policy for
the Company:
 
Remuneration Policy for Bakkavör Group hf. 

Article 1 - Objective

The object of this Remuneration Policy is to make an employment for Bakkavör
Group hf. a desirable choice for 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 be in a position to offer competitive
wages and other payments, comparable to other international companies in
similar field of business. 

Article 2 - 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 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
may be paid a fixed fee for each meeting they attend in the Board's
subcommittees. 

Article 3 - 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. 

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 4 - Acknowledgements to the management 

The CEO 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. Stock options written towards employees can at any
given time be up to 5% of issued shares in the Company. The purchase or strike
price in options shall be the market price on the date the options are written. 

Article 5 - 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 no. 2/1995 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. 

7.  Proposal on the company's Board of Directors' authority to purchase shares
    in Bakkavör Group hf. 

The Board of Directors of Bakkavör Group proposes that the Annual General
Meeting for 2008 held on 14 March 2008, agrees to the following proposal on the
authority of the Board of Directors to purchase shares in the company: 

“The Annual General Meeting of Bakkavör Group hf. held on 14 March 2008 agrees,
pursuant 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 purchase price may be up to
20% above the average sales price of shares registered on the Iceland Stock
Exchange 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 same
kind of authorisation approved at the last Annual General Meeting is
cancelled.“ 

The proposals for amendments are pursuant to Act no. 2/1995 cf. Act no. 89/2006.