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2008-03-05 18:03:57 CET 2008-03-05 18:04:27 CET REGULATED INFORMATION Atorka Group hf. - Notice to general meetingAtorka Group hf. Notice to convene annual general meeting - Agenda and Proposals to the Annual General Meeting of Atorka Group hf., which will be held on 11 March 2008Agenda: 1. Report of the Board of Directors on the activities in the preceding operating year. 2. Approval of The Annual Accounts for 2007. 3. Determination of the remuneration of the Board of Directors. 4. Determination of the Company's profit during the preceding accounting year. 5. Motion to authorize the Board of Directors to buy the Company's own shares. 6. Proposal by the Board of Directors on a Remuneration policy for Atorka Group hf. submitted for approval. 7. Motion to amend Atorka's Articles of Association, if recommended. 8. Election of Members of the Board of Directors, according to Art. 17 of the bylaws of the Company. 9. Election of an Auditor, according to Art. 24 of the bylaws of the Company. 10. Other issues. Motions The following motions will be put forth by the Board of Directors at the Annual General Meeting, on March 11th 2008. A. The Board of Directors' motion on remuneration of the Board of Directors. The Annual General Meeting of Atorka Group hf. agrees that members of the Board of Directors shall receive ISK 250.000,- per month except the chairman who will receive ISK 500.000,- per month. Alternates shall be paid a fixed fee of ISK 250.000,- in addition to ISK 50.000,- for every meeting they attend. Members shall receive a fixed fee for every meeting they attend in sub-committees ISK 50.000,- for subcommittee members and ISK 100.000,- for a subcommittee chairman. Remuneration for attending subcommittee meetings shall not exceed ISK 600.000,- per year or double that for chairmen. B. The Board of Directors' motion for determination of the Company's profit during the preceding accounting year. The Annual General Meeting of Atorka Group hf. agrees that dividend payment for the year 2007 amount to ISK 2.111 million, or 65% of the normal value of share capital, with 35% payable in Atorka shares and 30% in cash. Dividend amounts to approx. 26% of the Company's profit for 2007. The reference day for the payment of dividend is March 11th and dividend will be paid out without interest on March 31st 2008. The Ex- Dividend Date is March 12th 2008. The Date of Record is March 15th. C. The Board of Directors' motion to authorize the Board of Directors to buy the Company's own shares. The Annual General Meeting of Atorka Group hf. agrees to authorize the Board of Directors, pursuant to Art. 55 of Act 2/1995 on limited liability companies, over the next 18 months to buy a number of shares in Atorka Group hf., up 10% of the normal value of the Company's share capital at each point. The buying price of the shares may be up to 15% over the last selling rate. No mininum shall be put on this authorization, neither in respect of buying price or the number of shares bought each time. This authorization nullifies a previous comparable authorization. D. The Board of Directors' motion on approval of Atorka Group's hf. Remuneration policy. The Annual General Meeting of Atorka Group hf. agrees that Company's following Remuneration policy be unchanged from the preceeding year: REMUNERATION POLICY FOR ATORKA GROUP HF. Art. 1. Purpose. This Remuneration Policy for Atorka Group hf. is enacted pursuant to Art. 79a of Act No. 2/1995 on Limited Liability Companies and is based on the principles of good corporate governance, the Company's long term interests and the maximization of profit on behalf of the shareholders. With this Remuneration Policy the Company aims to insure that these goals are achieved as well as to offer the shareholders increased control over and insight into the Company's policy regarding the remuneration of senior managers and the Board of Directors. Article 2 Remuneration Committee. The Board of Directors shall elect three of their number to sit in a Remuneration Committee. Guidelines for the Committee's work shall be laid out in the Board of Directors' working procedures. The Committee's goal is to provide guidance to the Board of Directors regarding remuneration for the Board of Directors and the Company's senior management as well as to act in an advisory capacity regarding the Company's Remuneration Policy. The Remuneration Policy shall be revised each year and presented at the Company's Annual General Meeting. The Committee shall also monitor that the senior management's terms of employment are within the framework specified by the remuneration policy and deliver an annual report on the subject to the Board of Directors for the Annual General Meeting. Art. 3. Remuneration of the Boards of Directors. The Board of Directors shall receive a fixed payment for their work. Payment to members of the Board and alternates shall be decided at the Annual General Meeting. The Board of Directors shall put forth a motion for remuneration for the upcoming year based on the responsibility resting on members, how much time is spent on Board activities and the Company's performance. Article 4. Remuneration of the Managing Director. Remuneration to the Managing Director shall be in accordance with his employment agreement. The base salary and other payments to the Managing Director shall always be competitive, from a market standpoint, and based on the skill, responsibility and scope of the work performed. Bonuses based on the Company's performance may be awarded to the Managing Director. In the interest of linking the Managing Director's interests with those of the shareholders the Board of Directors may, at the suggestion of the Remuneration Committee, offer the Managing Director share warrants for shares in the Company, and/or grant him a loan to buy such shares, to the extent permitted by law. The Board of Directors may also, at the suggestion of the Remuneration Committee, offer put options to the Managing Director. Other terms of employment, such as, retirement benefits, leave, automobile benefits and termination notice, shall be as is considered usual for comparable companies. In determining the Managing Director's termination notice specific clauses regarding the length of notice may be effected based on the Managing Director's experience at the Company, although in any case no longer than 36 months. The Managing Director's base salary shall be revised annually based on the Board of Director's evaluation of the Managing Director's performance, general changes in salary in comparable companies and the Company's performance. Payments to the Managing Director upon termination of employment shall generally only be based on the applicable employment agreement. If the Board of Directors and the Remuneration Committee are of the opinion that special circumstances apply, a specific termination agreement may be made with the Managing Director upon his termination. 5. Remuneration of Managers. The Managing Director hires Managers for individual divisions within the Company in collaboration with the Board of Directors. The terms of employment for Managers are based on the same perspectives as stipulated in Art. 4 and are decided by the Managing Director. Article 6. Bonuses. Bonuses may periodically (from one to four times per year) be paid to the Company's Managing Director and Managers in the form of cash or shares. Bonuses shall be based on the fact that the Company's senior management is already paid competitively, individual performance, the Company's performance and whether important milestones have been achieved including the achievement of previously set objectives. Article 7. Share warrants and put options. At the suggestion of the Remuneration Committee the Board of Directors may offer the Managing Director and Managers share warrants in the Company with the goal of linking the interests of the senior management, the Company and the shareholders. At the suggestion of the Remuneration Committee the Board of Directors is also authorized to offer those senior managers put options on their shares in the Company. At the suggestion of the Remuneration Committee and in accordance with a plan approved by the Board of Directors the Board may furthermore offer more share warrants than specified in individual employment agreements. Share warrants and put options grant the Managing Director and Managers the right to buy and sell company shares at a fixed rate for a fixed period. In general the share warrants and put options shall range from 2-4 years and should be available for use in increments over that time. The general rule for deciding the rate of share warrants and put options is that the rate should reflect the Company's stock rate in the past three months before the issue of the share warrant or put option. In that period a single days rate may be used or alternatively the average rate over a longer or shorter time within that period. How many shares are offered for buying or selling shall be based on the Company's performance as well as the responsibility, performance and future potential of the individual senior manager. Previous, comparable offers made to the individual in question shall be taken into account when determining offers of share warrants or put options, regardless of whether the previous warrant or option in question was used. Article 8. Information issued. At the Company's Annual General Meeting the shareholders shall be informed of the total remuneration offered to the Board of Directors, the Managing Director and Managers in the past year, including fixed salary, performance related wages, payments in the form of bonuses, share warrants and put options and severance payments if any, in addition to the total amount of other payments. The Board of Directors shall also disclose the estimated overhead related to share warrants and put option plans. 9. Approval of Remuneration Policy. This Remuneration Policy provides guidance to the Company and the Board of Directors of Atorka Group hf., unless otherwise stipulated by law and primarily refers to those issues addressed above. The Remuneration Policy shall be approved at the Annual General Meeting either in its current form or with changes. Should the Board of Directors divert significantly from the Remuneration Policy such actions shall be entered into the written Records of Minutes along with the reasons for such divergence. E. The Board of Directors' motion to amend Atorka's Articles of Association (bylaws). The Annual General Meeting of Atorka Group hf. agrees to amend Art. 4.1,1. i.f. so as to add the following:"The Board of Directors is authorized to decide that the sharecapital of the Company will be listed in Euros instead of Icelandic Kronur." F. The Board of Directors' motion on the election of an Auditor. The Annual General Meeting of Atorka Group hf. elects PriceWaterhouseCoopers hf. as the Company's Auditor. |
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