Proposal to the shareholders' meeting of Glitnir banki hf. to be held on 19 March 2008.

Proposal to the shareholders´ meeting of Glitnir banki hf.

The Board of Directors of Glitnir banki hf. proposes that the following
resolution shall be made at the shareholders´ meeting to be held on 19 March
2008. 

Proposal on amendment to the Articles of Association

The following text shall form a new paragraph (paragraph 5) of Article 4 in the
Articles of Association of Glitnir banki hf.: 


The Board of Directors is authorised to issue convertible bonds up to a maximum
amount of ISK 15.000.000.000 - fifteen billion Icelandic krónur - on the terms
that such debt can be (or shall be) converted into shares in Glitnir banki hf.,
subject to terms and conditions determined by the Board. The Board of Directors
is furthermore authorised to increase the share capital of the company by up to
ISK 1,250,000,000 - one billion two hundred and fifty million Icelandic krónur
- nominal value to meet the obligations of the company under the terms of the
convertible bonds. The current shareholders waive their preferred rights to the
new shares pursuant to Article 34, paragraph 3 of Act no. 2/1995 on Public
Limited Companies. The new shares shall belong to the same class and carry the
same rights as other shares in the company, they shall grant rights in the
company as of the date of registration of the increase of share capital and
there will be no restrictions on trading with the new shares. The Board of
Directors shall in other matters determine the terms of the issue of the
convertible bonds and the increase of the share capital. The Board of Directors
shall be authorised to make the necessary amendments to the Company's Articles
of Association relating to the issue of the convertible bonds or the subsequent
increase of the Company's share capital. This authorisation to issue
convertible bonds and to increase the share capital shall expire on 19 March
2013.