Alfesca hf. - Decisions of extraordinary general meeting

- Minutes of Extraordinary General Meeting 12 August 2009

At the request of Rekstrarfélag Nýja Kaupþings banka hf. (on behalf of
Kaupthing ÍS-5, Kaupþing ÍS-15 and ICEQ verðbréfasjóður), Gildi lífeyrissjóður,
Sameinaði lífeyrissjóðurinn and Stafir lífeyrissjóður, an extraordinary general
meeting of the shareholders' of Alfesca hf. (Company) was held at Hilton
Reykjavik Nordica, on Wednesday 12 August 2009 at 17:00. 
1.	OPENING AND APPOINTMENT OF CHAIRMAN
1.1.	Mr. Bill Ronald, an independent director of the Company opened the meeting
and after an introduction proposed that Mr Gunnar Jónsson of the law firm
Jonsson & Hall be elected as the chairman of the meeting. 

Resolution: the motion was approved. 


2.	NOTICE AND QUORUM
2.1.	Gunnar Jónsson took the chair and proposed that Antony Hovanessian be
elected as secretary of the meeting. 
Resolution: the motion was approved. 

2.2.	The chair reported that notice of the meeting had been given with
publication of advertisements in Morgunbladid and Frettabladid newspapers on 1
August 2009. 

2.3.	The chair confirmed that the meeting had been lawfully called and proper
notice had been given to the shareholders of the Company in accordance with
article 4.4 of the Articles of Association of the Company.  It was also
confirmed that the meeting would be conducted in English as set out in the
notice of the meeting. 

2.4.	It was reported that in attendance at the meeting were a total of 22
shareholders and shareholders' representatives, details of whom are set out in
the appendix to these minutes, representing 88.46% of total issued share
capital of the Company. 

3.	AGENDA
The agenda for the meeting as set out in the notice of the meeting was
confirmed and, with the consent of all shareholders present, the agenda was
taken as read. 

4.	DISCUSSIONS, PRESENTATIONS AND RESOLUTIONS
The items for discussion, presentation and resolution as set out in the notice
of the meeting were duly tabled, discussed and voted upon as follows: 
Discussions and presentations

1.	That Lur Berri Iceland ehf.'s takeover bid to shareholders of Alfesca hf.,
dated 25 June 2009 be discussed. 

The Chair reported that no specific resolution was proposed in relation to this
item of business and the meeting proceeded to the next item. 

2.	Saga Capital Investment Bank hf.'s presentation of the appraisal which was
carried out on behalf of the board of directors of Alfesca hf. pursuant to
paragraph 7 of Article 104 of the Act on Securities Transactions no.108/2007. 

Steinthor Olafsson, a representative of Saga Capital Investment Bank hf., was
invited to present their fairness opinion, including their assessment of the
offer and its terms and conditions relating to the takeover bid which was
conducted in accordance with Article 104, subsection 7, cf. Article 104,
subsection 5 of Act no. 108/2007 on Securities Transactions and which was
published on 21 July 2009. 

General discussions on Saga Capital Investment Bank hf.'s fairness opinion took
place. 

After the discussions concluded, the Chair noted that the fairness opinion of
Saga Capital Investment Bank hf, was issued on behalf of the board of directors
of the Company as the board was not represented by a majority of independent
directors. 

The Chair reported that no specific resolution was proposed in relation to this
item of business and the meeting proceeded to the next item. 

3.	IFS Ráðgjöf ehf.'s presentation of its appraisal of the takeover bid

Haraldur Y. Petursson, representative of IFS Ráðgjöf ehf., presented a report
on their appraisal of the takeover bid, conducted for the shareholders who
requested this shareholders meeting. 

General discussions on IFS Ráðgjöf ehf.'s report took place.

The meeting noted the comments made and after the discussions concluded, the
Chair reported that no specific resolution was proposed in relation to this
item of business.  The meeting proceeded to the next item. 

Resolutions

4.	That the shares of Alfesca hf. are not applied to be withdrawn from listing
on the Nasdaq OMX Iceland stock exchange and/or will be applied to be admitted
to trading on another regulated market and further that the Company enters into
a contract with at least one market maker on the Nasdaq OMX Iceland stock
exchange in respect of the Company´s shares listed on the exchange. 

The Chair introduced the proposal tabled and invited Xavier Govare, to present
his views from the perspective of Company and commenting as Chief Executive
Officer of the Company, and not as a shareholder or member of the consortium,
on the reasons why it was considered to be in the best interest of the Company
to reorganize the shareholder base and to apply for the shares of the Company
to be removed from trading on the OMX Nordic Exchange in Iceland. 

A full discussion on the proposal took place.

Resolution: the motion was not approved in writing on a poll of the
shareholders present at the meeting with approximately 14% for (with
696,984,297 shares cast) and 86% against (with 4,358,649,919 shares cast). 


5.	That if the shares of Alfesca hf. are to be withdrawn from listing on the
Nasdaq OMX Iceland stock exchange and are therefore not listed on a regulated
market, the shareholders collectively not forming the consortium of investors
that have submitted the takeover bid on 25 June 2009 in respect of the shares
of the Company be entitled to appoint one observer to attend meetings of the
board of directors of the Company. 

The Chair reported that on the day of the meeting a proposal was received for
modification of the proposal tabled, as set out below: 
That the shareholders meeting of Alfesca on 12 August 2009 refer to the Board
of Directors of Alfesca to consider and explore the possibility and
implications of affording the shareholders collectively not forming the
consortium of investors that have submitted the takeover bid on 25 June 2009 in
respect of the shares of the Company the right, in the event of the Company
being withdrawn from listing on the Nasdaq OMX Iceland, to appoint one observer
to attend meetings of the board of directors of the Company and take necessary
actions such as, but not limited to, putting forward a proposal to the next AGM
of Alfesca, in form of a proposal to amend the company´s Articles of
Association or by other appropriate means, to grant such rights to said
shareholders. 
The Chair ruled that proper meeting procedure called for the modified proposal
to be considered prior to the initial proposal set out in the notice. 

A discussion on the proposal as modified took place and was put to the vote of
the shareholders. 

Resolution: the motion was approved in writing on a poll of the shareholders
present at the meeting with in excess of 99% for (with 5,055,284,143 shares
cast) and 0.01% against (with 350,073 shares cast). 

6.	Proposal from shareholders that all contracts entered into by the consortium
of investors that submitted the takeover bid on 25 June 2009 regarding the
control and management of Alfesca hf., as set out in page 4 of the offer
document published on the Nasdaq OMX Iceland stock exchange, are made available
to the shareholders of the Company and accounted for, so that other
shareholders not part of the consortium of investors that submitted the
takeover bid on 25 June 2009 are able to form a better opinion regarding the
future management of the Company. 

The Chair ruled that the proposal tabled could not be put to the vote due to
the Company not being a party to any such agreement and a vote by the
shareholders of the Company on the item presented would not have any binding
effect on the members of the consortium to make such disclosure.  The Chair
confirmed to the meeting that he had been informed that all such agreements
concerning the consortium had been filed with the Icelandic Financial
Supervisory Authority for review as part of the approval process relating to
the take over bid prior to the offer being made.  Atli Bjorn Thorbjornsson of
BBA Legal, acting as representative of the Lur Berri consortium, subsequently
confirmed the position reported by the Chair. 

A general discussion on the subject took place.  No vote was required to be
carried out. 


7.	OTHER BUSINESS

No other items were discussed at the meeting.


8.	MINUTES

The chairman proposed that the chairman and the secretary be instructed to
finalise the minutes of the meeting. Motion approved. 

9.	CLOSE

The chairman declared the meeting closed at 7.20 pm.

Gunnar Jónsson, Chairman of the meeting
Antony Hovanessian, Secretary of the meeting