Nýherji hf. - Notice to convene extr.general meeting

- Annual General Meeting - 6 February 2009

Nýherji's Annual General Meeting (AGM) will be held on Friday, 6 February 2009,
in the conference hall of the company's headquarters at Borgartún 37,
commencing at 4:00 pm. 

The agenda for the meeting is as follows:

1.  Regular AGM business as prescribed by Art 4.5 of the company's Articles of
    Association. 

2.  Motion authorising purchase by the company of own shares, as provided for in
    Art. 55 of the Act on Public Limited Companies: 

The Annual General Meeting of Nýherji hf., held on 6 February 2009, hereby
approves an authorisation to the company's Board of Directors to acquire up to
10% of the nominal value of the company's shares, cf. Chapter VIII of the Act
on Public Limited Companies, No. 2/1995. The purchase price of shares shall not
be more than 20% above or below their latest listed share price on OMX Nordic
Exchange in Iceland. The authorisation shall be valid for up to 18 months. 

3.  Motion on the disposition of profit:

The company's Board of Directors moves that shareholders be paid a dividend of
ISK 0.20 per share for the 2008 operating year, or ISK 55,122,155. In other
respects, reference is made to the annual financial statements concerning
disposal of profit and other changes to equity accounts. Dividends will be paid
on 30 March 2009 based on shareholders' holdings as of the record date,
Wednesday, 11 February. Ex-dividend transactions commence on 9 February 2009.
Payment of dividends will be made 30 days after the record date, in accordance
with the company's payment schedule. 

4.  Motion on compensation to the Board of Directors:

A motion has been submitted to reduce the salaries paid to Directors by 10%,
making salaries of Nýherji's Directors and their alternates for 2008 as
follows: 

Chairman of the Board: ISK 2,550,000; Directors: ISK 850,000; alternates: ISK
63,000 for each meeting attended. 

5.  Other matters, raised in the prescribed manner.

Ballots and documents will be presented at the meeting location. Shareholders
unable to attend the meeting, who intend to appoint proxies, must do so in
writing. The annual financial statements and motions submitted to the AGM will
be made accessible on the company's website: www.nyherji.is, on 30 January
2009. 

CANDIDATES FOR ELECTION to the Board of Directors of Nýherji hf. at the
company's AGM on 6 February 2009 

The following individuals, all of whom were Directors during the past year,
have agreed to stand for election to Nýherji's Board of Directors, to be
elected at the company's upcoming AGM. 

DIRECTORS

Árni Vilhjálmsson, Id. No. 110532-3509, Hlyngerði 10, 108 Reykjavík      

Positions held: 
Current positions include that of Chairman of the Board or Director in the
company's HB Grandi hf., Hampiðjan hf., Hvalur hf., Fiskveiðahlutafélagið Venus
hf., Nýherji hf. and others. 

Previously held a professorship in the Faculty of Commerce of the University of
Iceland (UI), in addition to other employment and duties. 

Education:
Cand. oecon. from the UI Faculty of Commerce, AM in economics from Harvard
University 

Shareholding and connections:
The Director's holding is ISK 400, 000.
He has no interests connected with customers or competitors. Chairman of the
Board of Vænting hf., which holds 28.5% of Nýherji's share capital. 

Benedikt Jóhannesson, Id. No. 040555-2699, Selvogsgrunnur 27, 104 Reykjavík.
Positions held: 
Currently the MD of Talnakönnun hf. and Heimur hf., in addition to serving as
Chairman of the Board and as a director of companies including Nýherji hf., N1
and NBT hf. Previously a director of Sjóvá-Almennar Insurance hf. and others. 

Education: 
PhD in mathematics and statistics, MS in statistics, BS in mathematics and
economics 

Shareholding and connections:
The Director's holding is ISK 13,343,947.
He has no interests connected with major customers or competitors. A Director
of the investment company Áning-fjárfestingar ehf., which holds 13.3% of
Nýherji's share capital. 

Guðmundur Jóh. Jónsson, Id. No. 041159 2439, Álfhólsvegur 101, 200 Kópavogur.

Positions held: 
MD of Vörður hf. insurance company, current Director of Nýherji

Education: 
BComm from Seattle University, MBA from University of Edinburgh

Shareholding and connections:
The Director's holding is ISK 534,218. 
He has no interests connected with customers or competitors.      

ALTERNATES

Jafet S. Ólafsson, Id. No. 290451-4699, Langagerði 26, 108 Reykjavík

Positions held: 
MD of investment company Veigar fjárfestingarfélag. Prior to that MD of VBS
investment bank (previously securities dealer Verðbréfastofan) for 10 years. 

Education: 
Graduate of the Commercial College of Iceland 1973. Cand. oecon. from UI 1977

Shareholding and connections:
Shareholding: ISK 5,760,205	 
He has no interests connected with customers or competitors.