Correction: Motions were missing
THE ANNUAL GENERAL MEETING OF LANDSBANKI ÍSLANDS HF.
WILL BE HELD AT GRAND HÓTEL, SIGTÚN 38, 105 REYKJAVÍK
ON WEDNESDAY, 23 APRIL 2008, AT 4 PM
Agenda:
1. Report from the Board of Directors on the Bank's activities during the past
operating year.
2. The annual financial statements for the past operating year, together with
a report from the auditors, shall be placed before the meeting for
endorsement.
3. Decision on disposition of profit from the last accounting year.
4. Decision on the reduction of share capital and cancellation of own shares.
5. Decision on increasing share capital by issuing bonus shares.
6. Election of the Board of Directors.
7. Election of the auditors.
8. A motion authorising Landsbanki to purchase or accept as collateral as much
as 10% of its own shares.
9. Motions amending the Articles of Association
10. Motion that the Remuneration Policy of Landsbanki Íslands hf. be submitted
for re-approval.
11. Motion by the Board of Directors on the 2008 contribution to Landsbanki's
Cultural Fund and to amend the Fund's charter.
12. A decision on remuneration to members of the Board of Directors for the
next term of office.
13. Other matters, raised as provided for by law.
Motions from shareholders which are to be submitted to the Annual General
Meeting must have been received by the Board of Directors in writing no later
than Friday, 18 April 2008. Nominations to the Board of Directors must be
submitted no later than five days prior to the Annual General Meeting The
meeting agenda, final motions, report from the Board of Directors and
Landsbanki's annual financial statements, together with the auditors' report,
shall be available at the bank's headquarters, Austurstræti 11, Reykjavík, for
inspection by shareholders one week prior to the Annual General Meeting.
Information on nominations to the Board of Directors shall be made available
two days prior to the Annual General Meeting. This documentation shall also be
available on the Landsbanki website, www.landsbanki.is
It is moved that the AGM approve a reduction in Landsbanki's share capital
amounting to ISK 300,000,000 nominal value by cancelling treasury shares.
Furthermore, it is moved that the AGM approve an increase in share capital
through a bonus issue amounting to ISK 300,000,000 nominal value. The following
amendments are proposed to the company's Articles of Association: that the AGM
authorise an increase in Landsbanki's share capital of up to ISK 1,200,000,000
with subscriptions for new shares. Shareholders waive their pre-emptive rights
to the new shares, as provided for in of Art. 34 of Act No. 2/1995, on Public
Limited Companies. An amendment is proposed to the wording of the second
sentence of the fourth paragraph of Article 7 of the Articles of Association,
to read that dividends shall be paid to parties listed in the shareholders'
register after settlement of transactions at closing on the date of the AGM. A
motion is submitted that the AGM approve an authorisation to issue convertible
bonds amounting to up to ISK 60,000,000,000 as well as an increase in share
capital of up to ISK 1,500,000,000 nominal value in connection with such issue.
Shareholders waive their pre-emptive rights as provided for in Art. 34 of Act
No. 2/1995, on Public Limited Companies, to any new shares issued due to
convertible bonds. Finally a motion is made to add a new paragraph to Art. 11
of the Articles of Association, authorising electronic communication with
shareholders.
Voting ballots and other meeting documentation will be provided to attendees at
the entrance to the meeting venue prior to the commencement of the meeting.
Shareholders have the option of voting electronically on motions submitted to
the AGM; for details, see Landsbanki's website www.landsbanki.is/agm2008 .
Shareholders are advised to acquaint themselves with the motions prior to the
AGM.
For further information, contact Gunnar Viðar, Director of Legal Advisory, tel.
+354 410-7740.
MOTIONS:
As provided for in Point 3 of the Agenda of the Annual General Meeting (AGM)
Motion by the Board of Directors on the Disposition of Profit for the 2007
Accounting Year
Resolution by the AGM of Landsbanki Íslands, 23 April 2008
Disposition of Profit
The AGM approves that the bank's 2007 profit, after taxes and minority
interest, amounting to ISK 39,949 million, shall be used to increase the equity
of Landsbanki Íslands hf.
Note on the Motion
A proposal is made that all profit in 2007 be used to increase the bank's
equity. No dividend will be paid at this time.
As provided for in Point 4 of the Agenda of the AGM
Motion by the Board of Directors to reduce share capital
Resolution by the AGM of Landsbanki Íslands, 23 April 2008
Reduction of Share Capital
The AGM of Landsbanki Íslands hf. agrees to reduce the bank's share capital by
ISK 300,000,000 nominal value, by cancelling treasury shares held by Landsbanki
Íslands hf. in this amount. Landsbanki's share capital thereafter will be ISK
10,892,754,087 nominal value.
Note on the Motion
A motion is made that part of Landsbanki's own shares be used to reduce the
bank's share capital. The decrease will not be disbursed to shareholders, but
instead share capital will be reduced by the nominal value of these own shares.
The purpose of the share capital decrease is to reduce Landsbanki's holdings of
own shares. Legal grounds for the share capital reduction are to be found in
the fourth sentence of the first paragraph of Art. 54 of the Act on Public
Limited Companies, No. 2/1995. According to the second paragraph of Art. 54 of
this same Act, following a share capital decrease, capital at least equivalent
to the reduction must be placed in a capital redemption reserve. No call notice
to creditors will be required, since full payment has been made for the shares
cancelled, cf. the third paragraph of Article 54 of that same Act.
The action merely constitutes a transfer within the equity base and does not
result in any change to the holdings of individual shareholders. A reduction in
share capital of this type is not regarded as a distribution for taxable
purposes, as defined by the Income Tax Act No. 90/2003, obviating the necessity
of withholding tax on capital income at source, as provided for in Act No.
94/1996, on Withholding Tax on Capital Income.
As provided for in Point 5 of the Agenda of the AGM
Motion from the Board of Directors to increase share capital by issuing
bonus shares.
Resolution by the AGM of Landsbanki Íslands, 23 April 2008
Increase in share capital by issuing bonus shares
Landsbanki's AGM approves the issue of bonus shares of ISK 300,000,000 nominal
value, in accordance with Art. 43 of Act No. 2/1995, on Public Limited
Companies. Following the issue of bonus shares, Landsbanki's total share
capital will be ISK 11,192,754,087 nominal value. Bonus shares will be issued
to shareholders in the shareholders' registry following settlement of
transactions prior to closing on the date of the AGM.
Note on the Motion
In tandem with the cancellation of treasury shares, reducing the bank's share
capital, the bank's management deems it necessary to take measures to maintain
the nominal value of its share capital unchanged. The issue of bonus shares
would not result in changes to the relative holdings of individual
shareholders, since it represents merely a redistribution of share capital. Nor
does this involve a taxable distribution, as the issue complies with the second
sentence of the first paragraph of Art. 11 the Income Tax Act No. 90/2003, with
the result that Landsbanki Íslands hf. is not responsible for withholding tax
on capital income at source, as provided for in Act No. 94/1996, on Withholding
Tax on Capital Income. Shareholders' attention is drawn to the fact that the
initial cost of the shares acquired by shareholders through the bonus issue is
zero and therefore capital income tax must be paid on the full selling price of
the shares when they are eventually sold.
Landsbanki Íslands hf. has received a Binding Opinion from the Directorate of
Internal Revenue, affirming that a reduction in share capital, undertaken for
the purpose of disposing of Landsbanki's own shares, and subsequent share
capital increase by issuing bonus shares, does not comprise a taxable
distribution to shareholders. As a result of these two actions, shareholders
will clearly own shares of higher nominal value than previously. While their
relative holdings of Landsbanki's outstanding share capital will remain
unchanged, their holdings in terms of registered share capital will be altered.
As provided for in Point 7 of the Agenda of the AGM
Motion to elect auditors
Resolution by the AGM of Landsbanki Íslands, 23 April 2008
Election of the auditors.
The Annual General Meeting of Landsbanki Íslands hf. elects
PricewaterhouseCoopers hf. as the Company's auditor for the 2008 financial
year.
As provided for in Point 8 of the Agenda of the AGM
Motion renewing the authorisation of the Bank's Board of Directors to
purchase own shares
Resolution by the AGM of Landsbanki Íslands, 23 April 2008
Authorisation to purchase own shares
The Annual General Meeting of Landsbanki Íslands hf. hereby authorises the
Board of Directors to make a decision to purchase own shares, or to accept such
shares as collateral, amounting to up to 10% of its share capital. The
authorisation must be exercised within 18 months of its approval by the Annual
General Meeting. Pursuant to this authorisation, the Bank may acquire own
shares of up to ISK 1,119 million nominal value; if the Board of Directors
avails itself of its authorisation to increase share capital, the nominal value
provided for shall be increased in direct proportion. The purchase price of the
shares shall not be higher than 10% above nor lower than 10% below the listed
share price on OMX Nordic Exchange in Iceland at the time of purchase. This
authorisation shall replace an authorisation to acquire up to 10% of the
Company's own share capital which was approved by its Annual General Meeting on
9 February 2007.
The CEOs are also authorised to take all further decisions on the
implementation of such transactions.
As provided for in Point 9 of the Agenda of the AGM
Motions amending the Articles of Association
Resolution by the AGM of Landsbanki Íslands, 23 April 2008
1. Change in wording regarding payment of dividend
The Annual General Meeting of Landsbanki Íslands hf. hereby agrees to amend to
the wording of the second sentence of the fourth paragraph of Art. 7 of its
Articles of Association, to read that dividends shall be paid to parties listed
in the shareholders' register after settlement of transactions at closing on
the date of the AGM. Following this amendment, the second sentence of the
fourth paragraph of Art. 7 will read as follows:
“Dividends shall be paid to parties listed in the shareholders' register after
settlement of transactions at closing on the date of the AGM.”
Note on the Motion
This does not involve a change in the substance of the provision, but specifies
more precisely that dividends will be paid to shareholders listed in the
shareholders' register after settlement by the stock exchange of transactions
taking place prior to closing on the date of the AGM. The Rules for Issuers
published by OMX Nordic Exchange in Iceland recommend that parties registered
in the shareholders' register at closing on the record date, which is the third
trading day after the date of the AGM, shall be entitled to a dividend, as
settlement of transactions on the date of the AGM takes place on that day.
2. Authorisation to increase share capital
The Annual General Meeting of Landsbanki Íslands hf. hereby agrees to amend the
second paragraph of Article 4 of the company's Articles of Association to read
as follows:
The Company's Board of Directors is authorised to increase its share capital in
stages, by up to ISK 1,200,000,000 nominal value with subscriptions for new
shares. Shareholders waive their pre-emptive rights, as provided for in Art. 34
of Act No. 2/1995, on Public Limited Companies, to new shares issued in
accordance with this paragraph. The Board of Directors is authorised to
determine the details of the price and terms of payment for such an increase.
This authorisation shall be valid until 23 April 2013. The Board of Directors
may decide to have subscribers pay for the new shares in part or in full by
other means than cash payment.
Note on the Motion
Landsbanki's AGM on 9 February 2007 approved a motion by the Board of Directors
to increase share capital by up to ISK 1,200,000,000 nominal value with
subscriptions for new shares. Part of this authorisation was utilised for
Landsbanki's acquisition of the UK securities broker Bridgewell (now part of
Landsbanki Securities UK), concluded this past summer. If the motion as
submitted is approved, it will replace and cancel the existing authorisation in
Landsbanki's Articles of Association for a share capital increase of up to ISK
1,027,923,716 nominal value. The intention is to provide the Board of Directors
with the same scope as decided at the preceding AGM to increase share capital.
3 Authorisation to issue convertible bonds
Landsbanki's AGM approves the addition of a new paragraph to Art. 4 of the
Articles of Association:
The Board of Directors may issue convertible bonds in the maximum amount of ISK
60,000,000,000 - sixty billion - with terms authorising their conversion to
shares in Landsbanki Íslands hf. The Company's Board of Directors is also
authorised to increase its share capital by as much as ISK 1,500,000,000 - one
billion five hundred million - nominal value to meet the company's obligations
arising from the convertible bonds. Shareholders waive their pre-emptive rights
to the new shares, as provided for in Art. 34 of Act No. 2/1995, on Public
Limited Companies. The new shares shall be of the same class and bear the same
rights as other shares in the company. The new shares shall confer rights in
the company from the date of registration of the share capital increase; no
restrictions shall apply to transactions in the new shares. The Board of
Directors shall in other respects determine the conditions of convertible bonds
issued and the increase to share capital and, furthermore, in which stages the
authorisation shall be utilised. The Board of Directors may also amend the
company's Articles of Association as may be necessary due to the utilisation of
the bond conversion rights. This authorisation shall be valid until 23 April
2013.
Note on the Motion
Loans with conversion rights grant the lender the right to convert its claims
to share capital in Landsbanki under specific circumstances; under other
circumstances this may be required, depending upon the individual contract. It
is evident that financing by this means can result in a subsequent increase in
share capital. Although no discussions have as yet taken place with lenders on
borrowing of this sort, it is deemed advisable to increase Landsbanki's
flexibility to eventually seek funding on domestic as well as foreign markets.
4. Electronic communications and e-mail
Landsbanki's AGM approves the addition of a new paragraph to Art. 11 of the
Articles of Association, which will comprise the fourth paragraph of Article
11. The new paragraph will read as follows:
“For purposes of communication with shareholders, Landsbanki may use electronic
communications and e-mail to distribute any type of notification to
shareholders instead of notifications printed on paper. Notifications to
shareholders shall include annual notices of shareholdings, dividend notices
and any other type of notification which the bank decides to send its
shareholders. Furthermore, such communications shall be deemed equivalent to
those provided for in provisions stating that notifications to shareholders
shall be made in printed format. Information as to what notifications to
shareholders are in electronic format, where instructions on using electronic
communications are available and what software must be used for electronic
communications, shall be accessible to shareholders on Landsbanki's website and
at the CEOs' office. The Board of Directors is entrusted with determining the
details concerning electronic communications and e-mail, the computer hardware
requirements and the manner in which shareholders will be notified of the
communications to be delivered electronically.”
Note on the Motion
A new Article 80b in Act No. 2/1995 on Public Limited Companies, which entered
into force on 1 October 2006, provides for shareholders' meetings to approve
the use of electronic communications and e-mail for communications between
company and shareholders rather than sending or submitting printed paper
documents. A motion is made that a shareholders' meeting approve the addition
of the above to the company's Articles of Association, thereby granting
authorisation for the use of electronic communications and e-mail for
communication with shareholders, as such should facilitate communication with
shareholders.
As provided for in Point 10 of the Agenda of the AGM
Motion by the Board of Directors that the Remuneration Policy of
Landsbanki Íslands hf. be submitted for re-approval.
The following Remuneration Policy, approved by the AGM in 2007, is hereby
submitted for re-approval.
Landsbanki's Remuneration Policy, as stated here below, is based on general
principles for good corporate governance and long-term considerations for
growth and optimising the return to the bank's shareholders. Directors receive
a fixed remuneration for their work. The remuneration paid to Directors and
alternates is to be decided by Landsbanki's AGM and paid in accordance with
salaries paid to bank employees in general. Directors' terms of employment
shall be based on the responsibility inherent in their position, the bank's
complex operating environment, the terms generally applicable for comparable
work on financial markets in those countries where the bank's operations are
located, and the work contribution required in each case. Directors who are
members of the Audit Committee and Remuneration Committee shall receive a fixed
fee for their work.
Motions concerning remuneration to the Board of Directors and its committees
for the coming financial year shall be submitted to the Annual General Meeting
for approval.
The CEOs' terms of employment shall be based on their contracts. Their
remuneration shall reflect, for instance, the size and scope of the bank's
operations, their responsibilities and the nature of their duties, as well as
current remuneration practices on financial markets where the bank's operations
are located, and the success of Landsbanki's operations. The CEOs remuneration
may be a combination of fixed salary, performance-linked benefits in cash and
shares, stock options, convertible bonds, pension benefits and retirement
package.
At Landsbanki's Annual General Meeting its shareholders shall be informed of
the total amount of salaries paid to the Board of Directors and CEOs during the
past year in the form of fixed salaries, the amount of performance-linked
bonuses, payments in the form of shares, stock options, pre-emptive rights,
payments from other companies in the Landsbanki Group and payments made upon
termination of employment to persons leaving employment during the year.
Notes nos. 35 and 36 to Landsbanki's Annual Financial Statements provide the
details of how this Remuneration Policy is implemented and shareholders are
advised to acquaint themselves with these Notes.
Note on the Motion
Landsbanki's Remuneration Policy, as approved by its AGM on 9 February 2007 as
provided for in Art. 79a of Act No. 2/1995, on Public Limited Companies, is
considered to have brought good results and is now submitted for re-approval by
the bank's 2008 AGM. The Remuneration Policy serves as a guideline for the
Board of Directors in the relevant matters, except as expressly provided for
otherwise by law.
As provided for in Point 11 of the Agenda of the AGM
Proposal to alter the Charter of the Cultural Fund of Landsbanki Íslands hf.
and for contributions to the Fund in 2008
Resolution by the AGM of Landsbanki Íslands, 23 April 2008
Landsbanki's AGM hereby approves a contribution to the Landsbanki Cultural Fund
of ISK 100,000,000 in 2008.
Landsbanki's AGM hereby approves a motion from the Board of Directors to alter
the charter of the Cultural Fund of Landsbanki Íslands hf., cf. Art. 8 of the
current charter. The changes as proposed by the Board of Directors are provided
in an accompanying document, where the proposed amendments have been
consolidated into the text, cf. also the description in the note below.
Note on the Motion
For many years Landsbanki has been a generous supporter of humanitarian,
educational, cultural and sports activities. The proposed changes to the
charter of the Cultural Fund provide further reinforcement for its existing
activities. In addition to further strengthening the Cultural Fund, it is
assumed that the CEOs will continue to provide financial support to worthy
causes or specific co-operative or sponsored projects in addition to grants
made from the Cultural Fund.
The following are the principal amendments proposed to the charter of the
Cultural Fund:
• Landsbanki's AGM shall decide on contributions to the Cultural Fund (Art. 2)
o It is moved that Landsbanki's AGM approve annually a proposal from the
Board of Directors for a financial contribution to the Fund. The main
change is to have the AGM decide on the contribution to the Fund rather
than the Board of Directors, as this must be deemed to accord better with
the principle that shareholders' as the ultimate authority in the company
make a decision on such contributions.
• Grants for sports and youth activities (Art. 3)
o It is moved that the Fund's objective be changed to include grants for
sports and youth activities in addition to support and grants for
humanitarian, educational and cultural activities.
• The number of Directors on the Board of Directors of the Cultural Fund to be
five instead of four (Art. 4)
o It is moved that the Fund's Board of Directors be comprised of three of
Landsbanki's Board of Directors instead of two, plus one of its CEOs and
the Chairman of the Landsbanki Employees' Association (FSLÍ).
• The Board of Directors may appoint a secretary for the Cultural Fund (Art. 4)
o It is moved that the Board of Directors be authorised to appoint a
secretary for the Cultural Fund who will look after preparations for the
meeting, processing of grant applications and other activities with
regard to awarding grants. It is assumed that the secretary of the
Cultural Fund will be an employee of the Landsbanki department which
supervises the awarding of grants.
• Special subcommittee of the Board of Directors - authorisation to appoint
professionals outside the bank to sit on such committees (Art. 5). The
present Art. 5 will become Art. 7.
o A motion is made for a new Art. 5 to the charter authorising the Board of
Directors of the Cultural Fund to appoint special subcommittees, to be
entrusted with the task of discussing specific classes of grant awards.
o Working guidelines adopted by the Board of Directors of the Cultural Fund
are expected to set detailed rules as to what subcommittees would be
appointed and how they would operate.
o Professionals outside Landsbanki could be appointed to sit on such
subcommittees.
o The subcommittees would be authorised to award grants from the Cultural
Fund apart from the traditional awards made by the Fund.
• The present Art. 6, discussing contributions to the Fund and its income, is
to become part of Art. 2
• The present Art. 7 will be Art. 6 Awarding of grants from the Cultural Fund -
Working guidelines
o It is moved that awards be made from the Cultural Fund as a rule once a
year.
o The Board of Directors of the Cultural Fund shall adopt working
guidelines to
be followed in making decisions on awards from the Fund and other aspects
of its activities.
As provided for in Point 12 of the Agenda of the AGM
Motion on remuneration to Directors
Resolution by the AGM of Landsbanki Íslands, 23 April 2008
Remuneration to Directors
The remuneration paid to each Director for the period extending from the Annual
General Meeting in 2008 to the Annual General Meeting in 2009 shall be ISK
350,000 per month, paid in accordance with salaries paid to bank employees.
Remuneration to the Chairman of the Board shall be triple that of the Directors
and remuneration to the Vice-chairman twice that of the remuneration to
Directors. Remuneration to alternates shall be ISK 100,000 for each board
meeting attended. Furthermore, those Directors who are members of the Audit
Committee and Compensation Committee shall be paid ISK 150,000 per month for
their services to each Committee; the remuneration paid to the Chairman of each
Committee shall be triple that amount.
Note on the Motion
A motion is made to have remuneration to Directors unchanged from the previous
year.
CORRECTION: - Agenda and Proposals for Annual General Meeting 23 Aril 2008 - Published 2008-04-11 19:27:19 CEST
| Source: Landsbanki Íslands hf.