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 (and thereby the number of shares paid out in dividends) shall take account of average price of trading in the Bank's shares on the day of the AGM. All shareholders owning shares in the Company at the close of trading on the day of the AGM are entitled to payment of dividends. The ex-dividend date is therefore the day after the AGM, i.e. 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.
AGM Agenda and Motions
| Source: Straumur-Burðarás Fjárfestingabanki hf.