Correction: correction and changes in item 3 on the Agenda, regarding ex-date
and additional information regarding the proposal of dividend payment.
The Annual General Meeting of Straumur-Burdarás Investment Bank hf. will be
held on Thursday 15 April 2008, at 4 p.m., at the Hilton Reykjavik Nordica
Hotel, Sudurlandsbraut 2, 108 Reykjavík, Rm A+B.
AGENDA
1. The report of the Board of Directors on the activities of the Company
during the preceding year of operation
2. Submission of the annual accounts of the Company, together with the
auditor's report, for approval
3. Decision on the disposal of the Company's earnings in the accounting year
4. Decision on remuneration to the members of the Board of Directors for the
next year of operation and of the Auditor for the preceding year of
operation
5. Proposal on the Company's remuneration policy
6. Elections to the Board of Directors
7. Election of an auditor or auditing firm
8. Proposals on the following amendments of the Articles of Association of the
Company:
(a) The second sentence of Article 3 to be amended by substituting the word
“banks” for the words “investment banks”.
(b) A new article, Article 15(a), to be inserted, as follows: “Each
shareholder has the right to speak at shareholders' meetings. In the
event that the Board of Directors has made a decision to hold a
meeting partially by electronic means, shareholders so participating
in the meeting should submit questions concerning the agenda or
submitted documents etc. in connection with the meeting no later than
five days prior to the meeting.”
(c) A new paragraph to be inserted following paragraph 2 of Article 18, as
follows: “The Board of Directors may resolve that shareholders should
be permitted to participate by electronic means in the proceedings of
shareholders' meeting, including voting, without being present at the
venue of the meeting. However, shareholders must be permitted to vote
on items of business on the agendas of shareholders by mail or
electronically.”
(d) The word “working” in the third sentence of paragraph 1 of Article 19
to be deleted.
9. Proposal for renewed authorisation for the Company to buy shares in itself.
10. Any other business
CANDIDACY FOR SEATS ON THE BOARD OF DIRECTORS
The deadline for declaring candidacy for election to the Board of Directors
expires on Tuesday, 8 April. Declarations of candidacy shall be submitted in
writing to the Bank's office at Borgartún 25 before that time. Declarations of
candidacy shall include, in addition to the name of the candidate, the
candidate's ID number and address, information on principal occupation, other
directorships, education, experience and shareholdings in the Company.
Declarations should also include information on any relations with the
Company's principal business partners and competitors and with shareholders
owning more than a 10% share in the Company. Information on candidates to the
Board of Directors will be laid open for inspection by shareholders at the
office of the Company no later than two days before the shareholders' meeting.
DOCUMENTS OF THE MEETING AND BALLOTS
For shareholders to be permitted to exercise their rights at the meeting their
names must have been recorded in the Company's register of shares on the day of
the Annual General Meeting or they must provide adequate proof of their title
to shares by other adequate means
Documents of the meeting and ballots will be made available to shareholders or
their proxies at the site of the meeting as of 2:00 p.m. on the day of the AGM.
Shareholders may vote electronically on items on the agenda of the meeting.
Shareholders intending to vote by such means need to have access to the
Internet through ADSL or similar connection. Proposed electronic participation
must be notified no later than at 4:00 p.m. on 14 April 2008. Further
information on procedure for electronic participation in the meeting and
notification of such participation is available on the Company website,
www.straumur.is.
MOTIONS
Item 3 on the Agenda: Decision on the disposal of Company's earnings during the
accounting year
The Board of Directors of Straumur-Burdarás Investment Bank moves for payment
of EUR 48.9 million in dividends to shareholders. The dividend corresponds to
30% of the Company's earnings for 2007 after taxes and approximately EUR 0.0047
per share. The dividend shall be paid to shareholders in the form of shares in
Straumur-Burdarás Investment Bank hf. on 13 May 2008 and the price of the
shares shall take account of average price of trading in the Bank's shares on
the day of the AGM and the Euro rate shall take account of the Central Bank of
Iceland's official exchange rate for Euro on that same day. The record date is
18 April 2008 but the ex-date is 16 April 2008. The remainder of the year's
earnings shall be accrue to the Bank's equity.
Item 4 on the Agenda: Decision on remuneration to members of the Board of
Directors for the next year of operation and of the auditor for the preceding
year of operation
The Board of Directors of Straumur-Burdarás Investment Bank hf. recommends the
following remuneration to Board members for the coming operating year:
Chairman of the Board, EUR 9,300 per month;
Vice-chairman of the Board, EUR 6,200 per month;
Other members of the Board, EUR 3,100 per month;
Alternate members of the Board, EUR 850 per meeting attended;
Board members participating in Board sub-committees, EUR 850 per meeting
attended.
The Board of Straumur-Burdarás Investment Bank hf recommends that the
remuneration to the Bank's auditors for the preceding operating year should be
paid according to invoice.
Item 5 on the Agenda: Proposal on the Company's remuneration policy
The Board of Directors of Straumur-Burdarás Investment Bank hf. moves for
approval of the Company's remuneration policy, as approved by the Board
pursuant to Article 79 of the Companies Act No, 2/1995, as amended.
Item 7 on the Agenda: Election of an auditor or auditing firm
The Board of Directors of Straumur-Burdarás Investment Bank moves for the
re-election of KPMG hf. as the Company's auditing firm for 2008.
Item 8 on the Agenda: Proposed Amendments to the Company's Articles of
Association
The Board of Directors of Straumur-Burdarás Investment Bank hf. moves for
approval of the following amendments to the Articles of Association of the
Company:
(a) The second sentence of Article 3 to be amended by substituting the word
“banks” for the words “investment banks”.
(b) A new article, Article 15(a), to be inserted, as follows: “Each
shareholder has the right to speak at shareholders' meetings. In the
event that the Board of Directors has made a decision to hold a
meeting partially by electronic means, shareholders so participating
in the meeting should submit questions concerning the agenda or
submitted documents etc. in connection with the meeting no later than
five days prior to the meeting.”
(c) A new paragraph to be inserted following paragraph 2 of Article 18, as
follows: “The Board of Directors may resolve that shareholders should
be permitted to participate by electronic means in the proceedings of
shareholders' meeting, including voting, without being present at the
venue of the meeting. However, shareholders must be permitted to vote
on items of business on the agendas of shareholders by mail or
electronically.”
(d) The word “working” in the third sentence of paragraph 1 of Article 19
to be deleted.
Item 9 on the Agenda: Proposal for renewed authorisation for the Company to buy
shares in itself
The Board of Directors of Straumur-Burdarás Investment Bank hf. moves for
renewal of the authorisation of the Board of Directors pursuant to Article 8 of
the Company's Articles of Association to own and accept as security shares in
itself pursuant to the provisions of Chapter VIII of Act No. 2/1995 on limited
liability companies and Article 29 of Act No. 161/2002 on financial
undertakings. This authorisation shall be effective for 18 months, with the
restriction that the total shares so acquired or accepted as collateral shall
not exceed 10% of the total shares in the Bank at each time. The purchasing
price shall at a maximum amount to 20% over the average selling price of shares
in the Company posted in the OMX Nordic Exchange in Iceland hf. in the two
weeks preceding the acquisition. With the approval of this proposal, the
earlier authorisation to purchase the Company's own shares, which was approved
at the last Annual General Meeting, shall expire.
Board of Directors of Straumur-Burdarás hf.
Correction - AGM Agenda and Motions- Published 2008.04.08:17:23:47
| Source: Straumur-Burðarás Fjárfestingabanki hf.