Atorka Group hf. - Notice to general meeting

Correction- Notice to convene Annual General Meeting - Agenda and Proposals to the AGM og Atorka Group hf.- Published 2008-03-05 18:03:57CET

Correction:  Motion B - Date of Record is 14 March

Agenda and motions for the Annual General Meeting of Atorka Group hf.
March 11th 2008.

Agenda:
1.   Report of the Board of Directors on the activities in the
preceding operating year.
2.   Approval of The Annual Accounts for 2007.
3.   Determination of the remuneration of the Board of Directors.
4.   Determination of the Company's profit during the preceding
accounting year.
5.   Motion to authorize the Board of Directors to buy the Company's
own shares.
6.   Proposal by the Board of Directors on a Remuneration policy for
Atorka Group hf. submitted for approval.
7.   Motion to amend Atorka's Articles of Association, if
recommended.
8.   Election of Members of the Board of Directors, according to Art.
17 of the bylaws of the Company.
9.   Election of an Auditor, according to Art. 24 of the bylaws of
the Company.
10. Other issues.

                               Motions

The following motions will be put forth by the Board of Directors at
the Annual General Meeting, on March 11th 2008.

A.      The Board  of Directors' motion on remuneration of the  Board
of Directors.
The Annual General Meeting of Atorka Group hf. agrees that members of
the Board of Directors shall  receive ISK 250.000,- per month  except
the chairman who  will receive  ISK 500.000,-  per month.  Alternates
shall be  paid  a fixed  fee  of ISK  250.000,-  in addition  to  ISK
50.000,- for every meeting they attend. Members shall receive a fixed
fee for every meeting they attend in sub-committees ISK 50.000,-  for
subcommittee members and ISK  100.000,- for a subcommittee  chairman.
Remuneration for attending subcommittee meetings shall not exceed ISK
600.000,- per year or double that for chairmen.

B.       The  Board of  Directors' motion  for determination  of  the
Company's profit during the preceding accounting year.
The Annual General Meeting of  Atorka Group hf. agrees that  dividend
payment for the year 2007 amount to ISK 2.111 million, or 65% of  the
normal value  of share  capital, (or  ISK 0,65  per share)  with  35%
payable in Atorka shares and 30% in cash. Dividend amounts to approx.
26% of  the Company's  profit for  2007. The  reference day  for  the
payment of  dividend is  March 11th  and dividend  will be  paid  out
without interest on March 31st 2008.  The Ex- Dividend Date is  March
12th 2008. The Date of Record is March 14th.

C.       The Board  of Directors' motion  to authorize  the Board  of
Directors to buy the Company's own shares.
The Annual General Meeting  of Atorka Group  hf. agrees to  authorize
the Board of Directors, pursuant to Art. 55 of Act 2/1995 on  limited
liability companies,  over the  next 18  months to  buy a  number  of
shares in  Atorka  Group hf.,  up  10% of  the  normal value  of  the
Company's share capital at each point. The buying price of the shares
may be up to 15% over the last selling rate. No mininum shall be  put
on this  authorization, neither  in respect  of buying  price or  the
number of shares  bought each  time. This  authorization nullifies  a
previous comparable authorization.

D.     The Board  of Directors' motion on approval of Atorka  Group's
hf. Remuneration policy.
The Annual General Meeting of Atorka Group hf. agrees that  Company's
following Remuneration policy be unchanged from the preceeding year:

                         REMUNERATION POLICY
                        FOR ATORKA GROUP HF.


Art. 1. Purpose.
This Remuneration Policy for Atorka Group hf. is enacted pursuant  to
Art. 79a of  Act No.  2/1995 on  Limited Liability  Companies and  is
based on the principles of  good corporate governance, the  Company's
long term interests and the maximization  of profit on behalf of  the
shareholders.

With this Remuneration Policy the  Company aims to insure that  these
goals are achieved  as well  as to offer  the shareholders  increased
control over  and insight  into the  Company's policy  regarding  the
remuneration of senior managers and the Board of Directors.


Article 2 Remuneration Committee.
The Board of Directors shall elect three of their number to sit in  a
Remuneration Committee. Guidelines for the Committee's work shall  be
laid  out  in  the  Board  of  Directors'  working  procedures.   The
Committee's goal is  to provide  guidance to the  Board of  Directors
regarding remuneration for the Board  of Directors and the  Company's
senior management as well as to act in an advisory capacity regarding
the Company's Remuneration Policy.  The Remuneration Policy shall  be
revised each  year  and presented  at  the Company's  Annual  General
Meeting.  The   Committee  shall   also  monitor   that  the   senior
management's terms of employment  are within the framework  specified
by the  remuneration  policy and  deliver  an annual  report  on  the
subject to the Board of Directors for the Annual General Meeting.


Art. 3. Remuneration of the Boards of Directors.
The Board of Directors shall receive a fixed payment for their  work.
Payment to members of  the Board and alternates  shall be decided  at
the Annual General Meeting. The Board of Directors shall put forth  a
motion  for  remuneration  for  the   upcoming  year  based  on   the
responsibility resting on members,  how much time  is spent on  Board
activities and the Company's performance.


Article 4. Remuneration of the Managing Director.
Remuneration to the Managing Director shall be in accordance with his
employment agreement.  The  base salary  and  other payments  to  the
Managing  Director  shall  always  be  competitive,  from  a   market
standpoint, and based on the  skill, responsibility and scope of  the
work performed. Bonuses  based on  the Company's  performance may  be
awarded to  the Managing  Director. In  the interest  of linking  the
Managing Director's  interests with  those  of the  shareholders  the
Board of  Directors  may,  at  the  suggestion  of  the  Remuneration
Committee, offer the Managing Director  share warrants for shares  in
the Company,  and/or grant  him a  loan to  buy such  shares, to  the
extent permitted by  law. The  Board of  Directors may  also, at  the
suggestion of the  Remuneration Committee, offer  put options to  the
Managing Director.

Other terms  of  employment,  such as,  retirement  benefits,  leave,
automobile benefits and termination notice, shall be as is considered
usual  for  comparable   companies.  In   determining  the   Managing
Director's termination notice specific  clauses regarding the  length
of notice may be effected based on the Managing Director's experience
at the Company, although in any case no longer than 36 months.

The Managing Director's base salary  shall be revised annually  based
on the  Board of  Director's evaluation  of the  Managing  Director's
performance, general changes  in salary in  comparable companies  and
the Company's performance.

Payments to  the Managing  Director  upon termination  of  employment
shall generally only be based on the applicable employment agreement.
If the Board of Directors and  the Remuneration Committee are of  the
opinion that  special  circumstances apply,  a  specific  termination
agreement  may  be   made  with  the   Managing  Director  upon   his
termination.


5. Remuneration of Managers.
The Managing Director hires Managers for individual divisions  within
the Company in collaboration with  the Board of Directors. The  terms
of employment  for Managers  are based  on the  same perspectives  as
stipulated in Art. 4 and are decided by the Managing Director.
Article 6. Bonuses.
Bonuses may periodically (from one to four times per year) be paid to
the Company's Managing Director and Managers  in the form of cash  or
shares. Bonuses shall be based on the fact that the Company's  senior
management is already paid competitively, individual performance, the
Company's performance  and  whether important  milestones  have  been
achieved including the achievement of previously set objectives.


Article 7. Share warrants and put options.
At  the  suggestion  of  the  Remuneration  Committee  the  Board  of
Directors may offer the Managing Director and Managers share warrants
in the Company with the goal  of linking the interests of the  senior
management, the Company  and the shareholders.  At the suggestion  of
the Remuneration Committee the Board of Directors is also  authorized
to offer those  senior managers put  options on their  shares in  the
Company. At  the  suggestion of  the  Remuneration Committee  and  in
accordance with a plan approved by  the Board of Directors the  Board
may  furthermore  offer  more   share  warrants  than  specified   in
individual employment agreements.

Share warrants  and  put  options grant  the  Managing  Director  and
Managers the right to buy and sell company shares at a fixed rate for
a fixed period. In general the  share warrants and put options  shall
range from 2-4 years  and should be available  for use in  increments
over that  time. The  general rule  for deciding  the rate  of  share
warrants and  put  options  is  that  the  rate  should  reflect  the
Company's stock rate in the past three months before the issue of the
share warrant or put option. In that period a single days rate may be
used or alternatively the average rate over a longer or shorter  time
within that period.

How many shares are offered for  buying or selling shall be based  on
the Company's performance as well as the responsibility,  performance
and future  potential of  the  individual senior  manager.  Previous,
comparable offers made to the  individual in question shall be  taken
into account  when  determining  offers  of  share  warrants  or  put
options, regardless  of whether  the previous  warrant or  option  in
question was used.


Article 8. Information issued.
At the Company's  Annual General  Meeting the  shareholders shall  be
informed of the total remuneration offered to the Board of Directors,
the Managing Director and Managers in the past year, including  fixed
salary, performance related wages, payments  in the form of  bonuses,
share warrants  and put  options and  severance payments  if any,  in
addition to  the  total  amount  of  other  payments.  The  Board  of
Directors shall also disclose the estimated overhead related to share
warrants and put option plans.


9. Approval of Remuneration Policy.
This Remuneration Policy  provides guidance  to the  Company and  the
Board of Directors of Atorka  Group hf., unless otherwise  stipulated
by law  and primarily  refers to  those issues  addressed above.  The
Remuneration Policy shall be approved  at the Annual General  Meeting
either in  its current  form or  with changes.  Should the  Board  of
Directors divert  significantly  from the  Remuneration  Policy  such
actions shall be entered  into the written  Records of Minutes  along
with the reasons for such divergence.


E.     The Board  of Directors' motion to amend Atorka's Articles  of
Association (bylaws).
The Annual General Meeting of Atorka  Group hf. agrees to amend  Art.
4.1,1. i.f. so as to add the following:"The Board of Directors is authorized to decide that the sharecapital
of the Company will be listed in Euros instead of Icelandic Kronur."

F.      The Board of Directors' motion on the election of an Auditor.
The   Annual   General   Meeting   of   Atorka   Group   hf.   elects
PriceWaterhouseCoopers hf. as the Company's Auditor.