Hf. Eimskipafélag Íslands - Notice to general meeting

Notions for Annual General Meeting held 18 March 2008

Hf. Eimskipafélag Íslands puts forward the following notions for its Annual
General Meeting held 18 March 2008: 

1.	Proposal on the allocation of the Company's loss
The Annual General Meeting of Hf. Eimskipafelag Islands resolves that no
dividends will be paid out for the year 2007. Loss for the year 2007 shall be
allocated to increase the company's equity and used for further development of
the company's operations. 

2.	Proposal on remuneration to Directors.
The Annual General Meeting of Hf. Eimskipafélag Islands, held on 18 March 2008,
resolves to pay remuneration to each Director for the year 2008 as follows:
Chairman of the Board: 400.000 ISK per month, each director: 200.000 ISK per
month. Alternate Directors shall be paid 100.000 ISK for each meeting attended. 

3.	Proposal to elect an auditor.
The Annual General Meeting of Hf. Eimskipafélag Íslands elects KPMG hf. and
Alexander G. Edvardsson on their behalf as the Company's auditor. 

4.	Motions to amend the company's Articles of Association. 
a.	Proposal to amend Article 19. New 1st paragraph: 
“The company's board shall consist of five members, chosen annually at the
general meeting, as well as two reserve members, chosen at the same meeting”. 
b.	Proposal to amend article 21. Instead of “two board members”, let the
paragraph say “the majority of board members”. 
c.	Proposal to amend article 4. New 1st paragraph: 
“The company's board of Directors has the authority to decide, should it be in
the best interests of the company, to issue stocks in a foreign currency,
instead of ISK, in accordance to article 1 of the Act of Public Limited
Companies, no. 2/1995.  The recalculation of stocks shall abide to the laws on
annual accounts no. 3/2006, according to paragraph 5, article 1 of the Act of
Public Limited Companies no. 2/1995. The board shall allow necessary changes,
leading from the issuance of stocks in a foreign currency, in the company's
agreements.  This includes amending the amounts in paragraph 1 of article 3 of
the company's agreements and concern the amendment. 

5.	Proposal on Remuneration policy

Article 1 - Objective

The object of this Remuneration Policy is that an employment for Hf.
Eimskipafélag Íslands is desirable for first class personnel and thereby
guaranteeing the company a position among the best in the world. In order to do
so it is necessary that the Board of Directors of the Company is in a position
to offer competitive wages and other payments, such as bonuses and stock
options at an international standard. 

Article 2 - Remuneration Policy Committee

The Remuneration Committee shall consist of three of the members of the Board
of Directors of the Company elected by the Board. The Committee shall work in
accordance with a mandate resolved by the Board. 

The Committee shall be advisory to the Board of Directors and the management
regarding the terms of employment for the ranking employees and regarding the
Remuneration Policy. The Board shall also supervise that the terms of
employment for the ranking employees are in line with the Employment Policy and
report to the Board of Directors annually thereof in connection with the annual
general meeting of the Company. 

Article 3 - Board of Directors - terms of employment 

Board members shall receive a fixed monthly payment in accordance with the
decision of the annual general meeting of the company, as stipulated in article
79 of the Act on Public Limited Companies. The Board of Directors shall submit
a proposal on the fee for the upcoming operating year and shall take into
account the time board members spend on their duties, the responsibility
involved and the Company's operations in general. 

Board members shall receive a fixed fee for each meeting they attend in the
Board's subcommittees. The fee shall be decided by the annual general meeting
of the company. 

Article 4 - Chief Executive officer - terms of employment 

A written employment contract shall be made between the company and the Chief
Executive Officer. His terms of employment shall be competitive on an
international standard. 

The amount of the salary and other payments to the CEO shall be decided on the
basis of his education, experience and previous occupation. Other terms of
employment shall be specified in the contract, along with pension payments,
vacation rights, benefits and terms of notice. An initial payment at
recruitment is permitted. 

When deciding on the terms of notice special clauses adverting to the extension
of the term of notice in proportion with the CEO's period of employment are
permitted. Furthermore, the contract shall specify the terms of notice. 

The CEO's salary shall be revised annually. At such revision the committee
shall value the performance of the CEO, wages in comparable companies and the
progress and operations of the company in general. 

In general no additional retirement or termination payments to those stipulated
in the employment contract shall be agreed upon in the case of termination.
However special circumstances may lead to a separate termination agreement is
concluded with the CEO of which contents may be retirement or termination
payments. 

Article 5 - Managing directors - terms of employment 

The CEO recruits the managing directors of the company after consulting with
the Board of Directors. The same aspects as stipulated in article 4 shall apply
when deciding on their terms of employment. 

Article 6 - Acknowledgements to the management 

The Remuneration Committee is authorized to propose to the Board of Directors
that the management should be rewarded in addition to their set terms of
employment in the form of delivery of shares, performance based payments, stock
options or any payment having to do with company shares or the future value of
such shares, loan contracts, pension fund contributions, retirement or
redundancy payments. 

The status of the relevant member of management or employee, responsibility and
future prospects and the main objectives of this Policy shall be taken into
consideration when deciding whether he should be granted rewards in addition to
his set terms of employment. A stock option shall in general only be
exercisable by a person employed by the company at the time of exercise. 

Article 7 - Other employees 

The managing directors shall, when applicable, take the above into
consideration when deciding on the terms of employment of other employees. 

Article 8 - Information 

In the annual general meeting of the shareholders the Board of Directors shall
disclose to the shareholders the terms of employment of the CEO, managing
directors and board members of the Company. The Board of Directors shall
disclose the total amount paid in salaries in any form in the previous
financial year, payments from other companies within the Group, and stock
options and all other forms of payment pertaining to stock in the company and
retirement payments, if any. 

Article 9 - Approval of the Remuneration Policy and other matters

The Remuneration Policy shall be presented to the shareholders in the annual
general meeting for their approval. The Remuneration Policy shall be subject to
annual review. 

The Remuneration Policy is binding for the Board of Directors in regards to
stock options and any payment under which directors are remunerated in shares,
share options or any other right to acquire shares or to be remunerated on the
basis of share price movements and any substantial change in such schemes as
per paragraph 2 Art. 79. a of the Act on Public Limited Companies. In all other
aspects the policy shall be viewed as guidelines. The Board of Directors shall
note in the minutes of its meeting any major deviation from the Remuneration
Policy and such deviation shall be well justified. The Board of Directors shall
inform the annual general meeting of such a deviation. 


Exposition with the Remuneration Policy for Hf. Eimskipafélag Íslands

Act no. 89/2006 added Article 79 to the Act on Public Limited Companies. The
article requires the Board of Directors to set forth a Remuneration Policy
prior to the general meeting of the shareholders where it is put to a vote. The
Remuneration Policy shall stipulate the salary and other payments to the CEO
and other ranking employees as well as the Board of Directors.  The Act also
states that the Remuneration Policy shall include all fundamentals on terms of
employment of ranking employees and Board members along with the company's
policy on contacts with ranking employees and board members. It shall moreover
include details on if, how, under what circumstances and within what limits the
management and directors can receive additional awards in the form of delivery
of shares, performance based payments, stock options and any and all payment
having to do with company shares or the future value of such shares, loan
contracts, pension funds, retirement or redundancy payments. 

The before mentioned legislative change was made on the grounds of Commission
Recommendation 2004/913/EC of 14 December 2004 fostering an appropriate regime
for the remuneration of directors of listed companies. 

With this Remuneration Policy, hereby submitted to the annual general meeting
of the shareholders, the Board of Directors of Hf. Eimskipafelag Islands aims
to set forth a Remunerations Policy that will enable the company to attract
leading managers and thereby guaranteeing the company's competitiveness on an
international basis and is in compliance with law and regulations. 

6.	Proposal to authorize the Company to purchase own shares
The Annual General Meeting of Hf. Eimskipafélag Íslands held on 18 March 2008,
agrees, in accordance to article 55 of the Act of Public Limited Companies, no.
2/1995, to allow the Board of Directors to purchase over the next 18 months up
to 10% of own shares.  The purchasing price may be up to 20% over the average
purchasing price of the company's shares in the OMX stock exchange in Iceland
the two preceding weeks before purchase.  There are no minimal restrictions put
on this authorization, neither in regards to purchasing price nor the number of
shares bought each time. In agreeing this notion, the corresponding notion
passed by the 2007 Annual General Meeting is annulled.