Correction: Icelandic version added.
The Annual General Meeting of Alfesca hf. was held on Monday 24 September 2007
at 16:30 at Nordica Hotel, Sudurlandsbraut 2, Reykjavik, Iceland.
Minutes of the meeting are as follows:
OPENING AND APPOINTMENT OF CHAIRMAN
Mr. Ólafur Ólafsson, Chairman of Alfesca hf set the meeting and proposed that
Baldvin Haraldsson of BBA Legal be elected as the chairman of the meeting.
Motion approved.
In attendance at the meeting were a total of 6 shareholders and shareholders'
representatives as indicated on a separate list hereto, representing 63.45% of
total shares in the Company.
NOTICE AND QUORUM
Baldvin Haraldsson took the chair and proposed that Antony Hovanessian be
elected as secretary of the meeting.
Motion approved.
The chairman reported that a notice of the meeting has been given with
advertisements in Morgunbladid and Vidskiptabladid newspapers on 7 September
2007. The chair announced that the meeting had been lawfully called upon
proper notice given to shareholders in accordance with article 4.4 of the
Articles of Association.
AGENDA
The agenda for the meeting is as follows:
1. The Board of Directors´ report on the Company´s operations and results for
the financial year ended 30 June 2007
2. Annual accounts for the financial year ended 30 June 2007 and the auditors´
report
3. Proposal on payment of dividends and the disposal of the Company´s profit
for the financial year ended 30 June 2007
4. Appointment of the auditors of the Company
5. Election of members of the Board of Directors for a period of one year
6. Remuneration of members of the Board of Directors
7. Proposal of the Board of Directors on a remuneration policy of the Company
8. Proposal to auhorise the Company to purchase own shares with up to 5%
deviation from the market price
9. Proposals to amend the Articles of Association of the Company
10. Other business.
RESOLUTIONS
1. The board of directors´ report for the financial year ended 30 June 2007
The Board of Directors´ report was presented by Mr. Ólafur Ólafsson and the
results of the financial year by Mr. Xavier Govare.
2. The annual accounts for the financial year ended 30 June 2007 and the
auditors report
The annual accounts for the financial year ended 30 June 2007 and the
auditors´ report were presented by the Chairman and approved unanimously by
the shareholders.
3. Payment of dividends and the disposal of the company´s profit for the
financial year ended 30 June 2007
A motion was presented by the Chairman that no dividends from the profit of
the company´s operations for the financial year ended 30 June 2007 are
distributed to the shareholders.
The motion was unanimously approved by the shareholders.
4. Appointment of the auditors of the company
A motion was presented by the Chairman to appoint Deloitte hf as the
company´s auditors.
The motion was unanimously approved by the shareholders.
5. Election of members of the board of directors for a period of one year
Five individuals lawfully submited their candidature for election to the
board of directors and one individual submitted his candidature to act as an
alternate director. The candidates were:
a. Mr. Arni Tomasson,
b. Mr. Bill Ronald
c. Mr. Gudmundur Asgeirsson
d. Mr. Hartmut M. Krämer
e. Mr. Olafur Olafsson
Alternate: Mr. Kristinn Albertsson
Since no other candidates were submitted for election to the board of
directors, the above candidates were appointed to act as directors of board for
a period of one year.
6. REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS
A proposal for the remuneration of members of the board of directors was
presented and approved unanimously by the shareholders.
The remuneration for the members of the board directors is €40,000 for the
financial year July 2007 until June 2008. The chaiman of the board receives
tripple the remuneration of the of the board members and the vice chairman
receives double the remuneration of the board members. Directors appointed
to serve on any sub-committee shall be entitled to receive an additional
€20,000 for each such appointment.
7. PROPOSAL OF THE BOARD OF DIRECTORS ON A REMUNERATION POLICY OF THE COMPANY
A proposal for a Remuneration Policy of the Company, as set forth in
Appendix 1 to these minutes, was presented at the meeting and approved
unanimously by the shareholders.
8. PROPOSAL TO AUTHORISE THE COMPANY TO PURCHASE OWN SHARES
A proposal to authorise the company to purchase up to 10% of its own shares
was presented with up to 5% deviation from market price.
The motion was unanimously approved by the shareholders.
9. PROPOSALS TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY
A motion from the Board to amend the Articles of Association of the company
was presented.
The proposals for amendments to the Articles of Association, as set forth in
details in Appendix 2 to these minutes, were unanimously approved by the
shareholders.
10. OTHER BUSINESS
No other items were discussed at the meeting.
MINUTES
The chairman proposed that the chairman and the secretary be instructed to
finalize the minutes of the meeting. Motion approved.
CLOSE
The chairman declared the meeting closed at 17:30.