Eyrir Invest ehf. - Decisions of extraordinary general meeting

Results Eyrir Invest ehf. Annual General Meeting 2012

The Annual General Meeting of Eyrir Invest ehf. was held at Skolavordustigur
13, Reykjavik, on Monday, 12 March 2012 at 12:00. 

  1.  Annual Report and Annual Accounts

The Annual Report and the Annual Accounts of Eyrir Invest ehf. for 2011 were
approved. 

  1. Proposal on how to address net profit

The Meeting approved that the net profit of the operational year 2011 will be
added to equity. 

  1. The Meeting approved the following changes in the Articles of Association

Art. 16 (Number of Board members)

Changes in first sentence in the first paragraph of Art. 16 in the Articels of
Association. The article now reads: 

„The Board of Directors of the Company shall consist of five to seven members
elected at an Annual General Meeting for a year at a time.” 

Art. 5 (Authorization to the Board of Directors to increase share capital)

Changes in Art. 5 of the Articles of Association - Authorization to the Board
of Directors to increase share capital of the Company. The following paragraph
is added to Art. 5 of the Company´s Articles of Association: 

„The Annual General Meeting of Eyrir Invest ehf., held on 12 March 2012, agrees
to authorise the Board of Directors to increase the Company„s share capital in
one or more phases by up to 110,000,000 shares by issuing new shares. The
shareholders waive their pre-emptive rights to the new shares. The Board of
Directors is authorized to determine more specifically how this increase will
be executed, with reference to setup of the sale, price and terms of payments
in each instance. The Board of Directors shall determine the nominal value and
price of the new shares, time limit for subscription and payment, the
subscription shall be in accordance with the stipulation of the Company„s
Articles of Associaton and chapter V of the Act on Private Limited Companys.
There shall be no restrictions in trading the new shares. The new shares shall
grant rights in the Company from the date of registration of the new shares.
The Board of Directors shall apply this authorization in one or more phases
within five years from the date it was granted.“ 

Art. 12 (Notice regarding shareholders meetings)

Changes in the first sentence in the first paragraph of Art. 12 in the Articles
of Association. Notification of shareholders meetings. The article now reads: 

„The Company‘s Board of Directors shall call sharesholders‘ meetings by notice
to each shareholder by a letter or an email.“ 

Art. 8 (Authorization to purcahse treasury shares)

Changes on Art. 8 in the Articles of Association - Authorization to purchase
treasury shares in the Company. The following sentences are added to Art. 8 of
the Articles of Association of the Company: 

„The Annual General Meeting of Eyrir Invest ehf., held on 12 March 2012, agrees
to grant the Board of Directors of the Company authorization to acquire its own
shares. The number of own shares that the Company is authorized to acquire is
up to 10% of total shares in the Company. The Board of Directors is authorized
to acquire the shares in one or more phases. The Board of Directors shall
determine the purchase price per share, taking into account information on
price in transactions of the Company„s shares if applicable. The Board of
Directors shall apply this authorization in one or more phases within five
years from the date it was granted.“ 

  1.  Remuneration Policy

The proposal of the Board of Directors regarding the Company‘s Remuneration
Policy was introduced. The objective of the remuneration policy is to hire,
keep and motivate excellent employees.  The meeting unanimously approved the
policy. 

  1. Election of Board members

The following individuals were elected by the shareholders to the Company´s
Board of Directors: 

Þórður Magnússon, id. 150549-4939

Elín Jónsdóttir, id. 130866-6039

Hermann Már Þórisson, id. 090872-5409

Jón Helgi Guðmundsson, id. 200547-3149

Ólafur S. Guðmundsson, id. 221069-3239

Sigurjón Jónsson, id. 271249-4629

The Chairman of the Board specificly welcomed the new Board Member, Elín
Jónsdóttir, and thanked Steinunn Jónsdóttir for her contribution as she has
served as a substitude Board member for many years. 

The Board of Directors elected Þórður Magnússon as Chairman of the Board.

  1. Proposal on election of auditors 

The Board of Directors proposal that the auditors KPMG ehf. will be the
Company„s auditors was approved. 

  1. Proposal on remuneration to Board members. 

The Board of Directors proposal that the remuneration to Board members will be
ISK 150.000 per month was approved. The Chairman of the Board is on the
Company‘s payroll and will therefore not receive remuneration as a Board
member. 

  1. No further businesses were discussed at the meeting.