FL GROUP hf. - Company Announcement

Offer to purchase shares

The following proposals submitted at the Shareholders Meeting of FL Group on
Friday, 9 May, 2008 were approved by shareholders representing around 84.06% of
the total share capital. 

1. Proposal to the Shareholders Meeting to resolve that the Board shall request
that the Company's shares will be delisted from OMX Nordic Exchange, Iceland. 

The proposal was approved by 99.86% of total votes cast.

2. Proposal to authorize the Board to purchase shares in FL Group from
shareholders that so request. The shares will be paid for with shares in
Glitnir Bank hf. The offer shall be valid until 21 May 2008. The rate set for
exchange of FL Group shares into Glitnir shares is based on FL Group share
price of 6.68 and Glitnir Bank share price of 17.05. Any shareholder that
accepts the offer will thus receive 0.39 shares in Glitnir Bank for each share
in FL Group hf. 

The proposal was approved.

3. Proposal to authorize the Board, in relation to cf. 2 here above, to
purchase up to 20% of FL Group's own shares for the nominal value of ISK 6.68
per share. This authority is granted until June 20, 2008. If FL Group acquires
over 10% of the share capital the Board of Directors shall reduce the share
capital in accordance with the Company Act, so that total shares held by FL
Group in the Company amounts to no more than 10% of the share capital. 

The proposal was approved. 

4. Proposal to authorize the Board, in relation to the purchase of own shares
cf. 3 here above, to purchase up to 862,017,533 shares in Glitnir Bank for ISK
17.05 per share. The share purchase will be financed by available borrowings. 

The proposal was approved. 


The Board of Directors of FL Group has in accordance with the aforementioned
results of the Shareholder‘s Meeting issued an offer to purchase shares in FL
Group from shareholders that so choose. The offer is valid as of 9 May 2008 at
10:00 until 21 May 2008 at 16:00. A summary of the terms of the offer that will
be sent to shareholders is enclosed. 

All inquiries regarding the offer should be addressed to: 

Glitnir Service Desk , 
tel: +354 440 3725. 
Office hours: Weekdays from 8 am to 7 pm. 
The Service Desk will operate until 21 May 2008.

Attachments:

terms of offer.pdf