2008-02-12 19:41:32 CET

2008-02-12 19:41:48 CET


REGULATED INFORMATION

English
Glitnir banki hf. - Notice to general meeting

Agenda and Proposals to the Annual General Meeting of Glitnir banki hf. , which will be held on 20 February 2008


Agenda for the Annual General Meeting


 1. Report of the Board of Directors on the Bank's activities in
    2007.
 2. Audited financial statement of the Bank for 2007.
 3. Decision on payment of dividends and disposal of the Bank's
    earnings in 2007.
 4. Proposed amendments to the Company's Articles of Association.
 5. Board of Directors' proposal concerning the compensation policy
    of Glitnir banki hf.
 6. Elections to the Board of Directors.
 7. Election of an auditing firm.
 8. Decision on the remuneration of the Board of Directors for the
    coming electoral term.
 9. Proposal for allocation to the Glitnir Cultural Fund.
10. Proposal for authorisation to the Board of Directors to purchase
    treasury shares in Glitnir banki hf.
11. Any other business.


Proposals to the Annual General Meeting

The Board  of Directors  of  Glitnir banki  hf.  agreed to  make  the
following motions to the  Annual General Meeting  (AGM) of the  bank,
which will be held on 20 February 2008:
A. Motion  by the  Board of  Directors on  allocation of  profit  and
payment of dividend
The AGM of Glitnir banki hf. resolves that from the after-tax  profit
of the operating year 2007, which  amounted to ISK 27.651 billion,  a
dividend be  paid totalling  ISK 5.506   billion  to shareholders  in
proportion to their shareholdings, or the equivalent of 19,9% of  the
profit for  the year  2007 and  37%  of the  nominal value  of  share
capital. The due date for the  dividend payment shall be 20  February
2008, but  payment of  the  dividend by  the  Company shall  be  made
without interest on 13  March 2008. The remainder  of the profit  for
the year shall be allocated to  increase the equity of Glitnir  banki
hf.
At the same time  the AGM resolves that  shareholders shall have  the
option to  receive up  to one  half of  their dividend  in shares  in
Glitnir banki hf. at the price of 17.10 per share.

B. Motion by the Board of Directors on auditing firm
The AGM of Glitnir banki hf. elects PricewaterhouseCoopers hf. as the
Company's auditing firm.

C. Motion by the Board of Directors on remuneration to Members of the
Board
The AGM of  Glitnir banki  hf. resolves  to pay  remuneration of  ISK
350,000  per  month  to  each  Member  of  the  Board  of  Directors,
remuneration to the  Vice-chairman of  the Board of  ISK 700,000  per
month and to the  Chairman of the Board  of ISK 1.050,000 per  month.
Remuneration to alternate Members of the Board of Directors shall  be
ISK 100,000 for each meeting attended. Remuneration for Board members
sitting on sub-committees of the Board shall be ISK 75,000 per  month
to each  member  and  ISK  150,000  to  Board  members  chairing  the
sub-committees.

D. Motion by the Board of  Directors on contribution to the  Cultural
Fund of Glitnir.
The AGM of Glitnir  banki hf. resolves that  the contribution to  the
Cultural Fund of Glitnir shall be ISK 200 million in 2008.

E. Proposal by the  Board of Directors on  the Company's purchase  of
its own shares
The AGM of  Glitnir banki hf.  authorises the Board  of Directors  to
purchase the Company's own shares or accept them as collateral.  This
authorisation shall  be valid  for  18 months;  the total  amount  of
shares purchased and accepted as collateral may not exceed 10% of the
Company's current  total share  capital. The  minimum share  purchase
price shall be no more than 10%  lower than, and the maximum no  more
than 10% higher  than, the  quoted buying  and selling  price on  the
Iceland Stock Exchange hf.

An identical authorisation  granted by  the AGM on  20 February  2007
shall be cancelled concurrently.

F. Motion by the Board  of Directors that the following  compensation
policy be adopted for the bank's CEO and management."The compensation policy of Glitnir banki hf. pursuant to article 79a
of Act nr 2/1995 on limited liability companies.

The compensation policy of Glitnir  banki hf., and its  subsidiaries,
is aimed at attracting, retaining  and motivating the people and  the
talent needed  to  grow  the  bank and  make  it  successful  in  the
international financial  markets.   This compensation  policy  covers
most aspects of the compensation  and benefits (employment terms  and
conditions) provided to the Chief Executive Officer (CEO) and to  the
senior management of Glitnir.  The remuneration to the members of the
Board of Directors shall be decided at the Annual General Meeting for
the subsequent term in office.

In addition to the  base salary, Glitnir banki  hf. is at liberty  to
provide to the CEO and its senior management short-term and long-term
incentives and  other  perquisites  mentioned  here  below  (but  not
limited to that):


  * Short-term incentives and payments based on operational results
    of the bank and/or individual business units/divisions.
    Individual performance and leadership capabilities are also
    considered, e.g. how senior management manages the employees and
    works according to the corporate values (Fast, Smart, and
    Thorough). Long-term incentives in form of equity vehicles in
    Glitnir banki hf. and/or its subsidiaries.  Equity based
    incentive grants are presented in the annual report. Employee
    stock options may amount, at any given time, to as much as 5% of
    the bank's issued share capital.

  * Glitnir banki hf. makes pension contributions based on local and
    regional laws and regulations and collective bargaining regimes
    in jurisdictions in which the bank is operating.  Glitnir banki
    hf. takes the prerogative to negotiate especially with senior
    management additional pension contributions if and when required.

  * The bank strives to maintain and improve the skills and abilities
    of its leadership team to support the current and future growth
    of the bank.

  * Payments to senior management up on termination of employment
    shall generally only be based on the applicable employment
    agreement. Under special circumstances, when such arrangements
    are in the best interest of the bank, the bank can make specific
    termination agreements with its senior management.

This compensation policy provides guidance to the Board of  Directors
of Glitnir banki hf. unless otherwise  stipulated by law, but is  not
exhaustive.   The  Board  of  Directors of  Glitnir  banki  hf.  will
consider and decide on all the  elements of the employment terms  and
conditions of  the CEO  and senior  management of  the bank  and  its
subsidiaries as required."
G. A Motion by the Board  of Directors that the following  amendments
be made to the Company's Articles of Association:
The AGM of Glitnir banki hf.  resolves to make the following  changes
to the Company's Articles of Association:

            That Article  4  of the  Articles  be amended  so  as  to
authorise the  Board  of  Directors to  increase  the  nominal  share
capital of the  Company by  up to  ISK 4.200  million, including  the
authority  to increase the nominal share capital of the company by up
to ISK 200 million to accommodate dividend payments to  shareholders.
Article 4 to be as follows:"The share  capital of  the  Company shall  be ISK  14.880.701.303  -
fourteen billion eight  hundred eighty eight  millions seven  hundred
and one thousand three hundred  and three Icelandic krónur -  divided
into an equal  number of  shares of a  nominal value  of 1  Icelandic
króna.

The Board of Directors of the Bank is authorised to raise the share
capital of the Company by up to ISK 1.500.000.000 - one thousand and
five hundred million Icelandic krónur - through subscriptions to new
shares. The Board of Directors of the Bank shall decide the offering
price and payment terms of the new shares and the stages in which the
authorisation is to be utilised. Shareholders shall have a
pre-emptive right to subscription to new shares in the Company in
direct proportion to their shareholdings. The Board of Directors of
the Bank may set further rules on the sale of the shares. The
authorisation of the Board of Directors of the Bank under this
paragraph shall lapse at the end of 2009 to the extent that it has
not then been exercised.

The Board of Directors of the  Bank is authorised to raise the  share
capital of the Company by up  to ISK 2.500.000.000 -two thousand  and
five hundred million Icelandic krónur - through subscriptions to  new
shares. The Board of Directors of the Bank shall decide the  offering
price and payment terms of the new shares and the stages in which the
authorisation is  to  be  utilised. Shareholders  shall  not  have  a
pre-emptive right to subscription to  these new shares. The Board  of
Directors of  the Bank  may set  further  rules on  the sale  of  the
shares. The authorisation of the Board of Directors of the Bank under
this paragraph shall expire at the end of 2009 to the extent that  it
has not then been exercised.

The Board of Directors of the  Company is authorised to increase  the
share capital of the Company by  up to ISK 200.000.000 - two  hundred
million Icelandic krónur - to accommodate dividend payments in shares
in the Company for the financial year 2007."

Press release (PDF)