Nýherji hf. - Notice to convene extr.general meeting

Annual General Meeting of Nýherji hf. - 19 February 2010

The Annual General Meeting of Nýherji hf. will be held on Friday, 19 February
2010, in the conference hall at company headquarters, Borgartún 37, commencing
at 4:00 pm. 


The Agenda for the meeting is as follows: 

1.  Regular AGM business, as provided for in Art. 4.5 of the company's Articles
    of Association. 

2.  A motion authorising the Board of Directors to increase share capital, cf.
    Art. 41 of the Public Limited Companies Act. 

The Annual General Meeting of Nýherji hf., held on 19 February 2010, approves
the following amendments to Art. 2.1 of the company's Articles of Association.
At the end of the Article, the following temporary provision shall be added: 

The company's Board of Directors is authorised, cf. Art. 41 of the Act on
Public Limited Companies, to increase the company's share capital by up to ISK 
120 million through the sale of new shares to new shareholders. The current
shareholders waive their pre-emptive rights to acquire these shares. The
company's Board of Directors shall determine the offering price of the shares
and rules on sale in each instance. Subscriptions shall be carried out as
provided for in the company's Articles of Association and Chapter V of the Act
on Public Limited Companies. There shall be no restrictions on trading in the
new shares. The new shares shall confer rights in the company as of the date
the increase in share capital is registered. Nýherji's Board of Directors may
exercise this authorisation within three years of its adoption. 
3.  A motion authorising the company to acquire own shares, cf. Art. 55 of the
    Public Limited Companies Act. 

The Annual General Meeting of Nýherji hf., held on 19 February 2010, approves
an authorisation to the company's Board of Directors to acquire up to 10% of
the nominal value of the company's shares, cf. Chapter VIII of Act No. 2/1995,
on Public Limited Companies. The purchase price of the shares may not be more
than 20% above or below the latest listed price on OMX Iceland. This
authorisation shall be valid for up to 18 months. 

4.  Motion on remuneration to directors.

The company's Board of Directors proposes that no dividends be paid to
shareholders for the 2009 operating year. 

5.  Motion on remuneration to directors. 

A motion has been submitted to the meeting that remuneration to directors and
alternates on Nýherji's Board of Directors for the year 2009 be as follows: 
Chairman of the Board, ISK 2,550,000; directors, ISK  850,000; alternate, ISK 
63,000 for each meeting attended; or the same as for 2008, when remuneration to
directors was reduced by 10% from that of the previous year. 

6.  Other business, raised in a lawful manner. 

Ballots and AGM documents will be distributed at the meeting. Shareholders, who
are unable to attend the AGM but wish to appoint a proxy, must do so in
writing. The annual financial statements and motions submitted to the AGM will
be available on the company's website, www.nyherji.is on 5 February 2010. 



Candidates standing for election as directors of Nýherji hf. at the company's
AGM on 19 February 2010 

The following individuals have agreed to stand for election to Nýherji's Board
of Directors, which will be elected at the company's AGM on 19 February 2010.
All of them are currently directors of the company. 


BOARD OF DIRECTORS

Árni Vilhjálmsson, Id. No. 110532-3509, Hlyngerði 10, 108 Reykjavík. 

Positions held:
Currently serves as chairman of the board or director of HB Grandi hf.,
Hampiðjan hf., Hvalur hf., Fiskveiðahlutafélagið Venus hf., Nýherji hf. et al. 
Was previously a professor in the Faculty of Business Administration of the
University of Iceland, in addition to various other positions and projects. 

Education:  Cand. oecon from the University of Iceland and AM in economics from
Harvard University. 

Holdings and connections: 
Director's shareholding: ISK  400,000 
No connected interests with customers or competitors. Chairman of the board of
Vænting hf., which holds a 28.5% stake in Nýherji hf. 


Benedikt Jóhannesson, Id. No. 040555-2699, Selvogsgrunnur 27, 104 Reykjavík. 
Positions held: 

Currently managing director of Talnakönnun hf. and Heimur hf., as well as
chairman of the board or director in various public limited companies such as
Nýherji hf., N1 and NBT hf. Previously director of Sjóvá-Almennar tryggingar
hf. et al. 

Education:  PhD in mathematics and statistics, MS in statistics, BS in
mathematics and economics. 

Holdings and connections: 
Director's shareholding: ISK 12,384,363 

No connected interests with major customers or competitors. Director of Áning
fjárfestingar ehf. which holds a 10.6% stake in Nýherji hf. 


Guðmundur Jóh. Jónsson, Id. No. 041159 2439, Álfhólsvegur 101, 200 Kópavogur. 

Positions held: 

Managing director of Vörður tryggingar hf., currently a director of Nýherji hf. 
Education:  Business administration graduate of Seattle University, MBA from
the University of Edinburgh. 

Holdings and connections:
Director's shareholding: ISK 534,218 
No connected interests with customers or competitors.   

ALTERNATE

Jafet S. Ólafsson, Id. No. 290451-4699, Langagerði 26, 108 Reykjavík. 

Positions held: 
Managing director of Veigar fjárfestingafélag. Served as managing director of
VBS fjárfestingabanki (previously Verðbréfastofan) for 10 years. 

Education:  Graduate of the Commercial College of Iceland in 1973. Business
administration graduate of the University of Iceland 1977. 

Holdings and connections: 
Shareholding: ISK 5,760,205 
No connected interests with customers or competitors.