Atorka Group hf. - Decisions of general meeting

- Results of the Annual General Meeting of Atorka Group hf. on March 11th 2008.

The following motions were approved by 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 subcommittees 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 ofshare capital, with 35% payable in Atorka shares and 30% in cash. The
    dividend payable in Atorka shares is based on the closing price of the day
    of the Annual General Meeting, ISK 8.10 per share. 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 14th. 

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. 

The following individuals were furthermore re-elected to the Board of Atorka
Group hf. for the period of one year: 

Board Members:
Þorsteinn Vilhelmsson kt 030552-3509, Ísalind 2, 201 Kópavogi
Hrafn Magnússon Kt 140843-4909, Akraseli 4, 109 RVK
Örn Andrésson Kt 190851-3039, Fannafold 51 ,112 RVK, 
Ólafur Njáll Sigurðsson Kt 220558-5689, Funafold 95 112 RVK
Karl Axelsson Kt 100562-4219, Boðagranda 12, 107 Reykjavík

Alternates:
Magnús Gústafsson Kt 130941-2149, 253 Putnam Road, CT 06840 USA
Stefán Bjarnason 230557-5949, Hesthömrum 1 ,112 RVK

The Board of Directors has re-elected Þorsteinn Vilhelmsson as its chairman for
the upcoming year. 

For further information, please contact,
Valdís Arnardóttir, PR & Communications Manager, tel.: (+345) 540 6200 or
e-mail: valdis@atorka.is.