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2008-03-07 10:48:55 CET 2008-03-07 10:49:47 CET REGULATED INFORMATION This message has been corrected. Click here to view the corrected message Bakkavör Group hf. - Notice to general meeting- Proposals of the Board of Directors for the Company's Annual General Meeting on 14 March 20081. Proposal of the company's Board of Directors on the payment of dividends and disposals of profits for the year 2007. The Board of Directors of Bakkavör Group hf. proposes that the Annual General Meeting, held on 14 March 2008, approve the payment of dividends in the amount of 55% of the nominal par value of the share capital, which corresponds to ISK 0.55 per share or ISK 1,187 million. The record date for dividends will be on the morning of 17 March 2008. The ex-dividend date is 17 March 2008. It is proposed that dividends be paid to shareholders without interest on 15 April 2008. The remainder of the profit for the year shall be allocated to increase the equity of Bakkavör Group hf. 2. Proposal on the remuneration to Directors. The Annual General Meeting of Bakkavör Group hf., held on 14 March 2008, agrees that the remuneration to each Director, including the Chairman, will be £25,000 per annum for the period extending from the Annual General Meeting in 2008 to the Annual General Meeting in 2009. Directors will not receive remuneration for attendance and participation in subcommittees of the Board. 3. Proposal on amendments to Articles of Association: A) Amendment to Article 3. Proposal on the Board of Directors authorisation to issue shares in a foreign currency It is proposed that the following changes be made to sentence 2 in paragraph 1 of Article 3. “pound sterling” replaced with “foreign currency” The reference to Article 1, Paragraph 4 of Act no. 2/1995 on Public Limited Companies replaced with reference only to Article 1 of Act no. 2/1995 on Public Limited Companies. Paragraph 1, Article 3 shall read as follows: “The company's share capital is ISK [2,157,888,219]. The Board of Directors is authorised, to issue shares in the company in foreign currency instead of Icelandic króna if the Board considers the option feasible, cf. Article 1 of Act no. 2/1995 on Public Limited Companies, Article 1. The Act on Annual Accounts no. 3/2006, pursuant to paragraph 5 of Article 1 of Act on Public Limited Companies No. 2/1995, shall be applied if and when converting the shares. Furthermore, the Board of Directors is authorised to make any changes to the Articles of Association that are deemed necessary in connection with the issuance, including changing amounts in paragraph 1 of Article 3 of the Articles of Association using the same conversion method.” B) Amendment to Article 19 It is proposed that 1 paragraph of Article 19 shall be as follows: The Board of Directors of the Company shall be comprised of up to eight members. They are to be elected at the Annual General Meeting for a term of one year. The eligibility of members of the Board shall be subject to statutory law. 4. Proposal on the composition of the Board of Directors. Notification of candidature for the Board of Directors of Bakkavör Group hf. shall be submitted to the Board at least five days before the Annual General Meeting. Candidatures will be published at least two days before the Annual General Meeting. 5. Proposal to elect an auditing firm. It is proposed that Deloitte hf., Smáratorgi 3, 201 Kópavogur, be re-elected as the Company's auditing firm for 2008. 6. Proposal on a Remuneration Policy. The Board of Directors of Bakkavör Group hf. proposes that the Annual General Meeting, held on 14 March 2008, approves the following Remuneration Policy for the Company: Remuneration Policy for Bakkavör Group hf. Article 1 - Objective The object of this Remuneration Policy is to make an employment for Bakkavör Group hf. a desirable choice for personnel and thereby guaranteeing the company a position among the best in the world. In order to do so it is necessary that the Board of Directors of the Company be in a position to offer competitive wages and other payments, comparable to other international companies in similar field of business. Article 2 - Board of Directors - terms of employment Board members shall receive a fixed monthly payment in accordance with the decision of the annual general meeting of the company, as stipulated in article 79 of the Act no. 2/1995 on Public Limited Companies. The Board of Directors shall submit a proposal on the fee for the upcoming operating year and shall take into account the time board members spend on their duties, the responsibility involved and the Company's operations in general. Board members may be paid a fixed fee for each meeting they attend in the Board's subcommittees. Article 3 - Chief Executive officer - terms of employment A written employment contract shall be made between the company and the Chief Executive Officer. His terms of employment shall be competitive on an international standard. The amount of the salary and other payments to the CEO shall be decided on the basis of his education, experience and previous occupation. Other terms of employment shall be specified in the contract, along with pension payments, vacation rights, benefits and terms of notice. An initial payment at recruitment is permitted. In general no additional retirement or termination payments to those stipulated in the employment contract shall be agreed upon in the case of termination. However special circumstances may lead to a separate termination agreement is concluded with the CEO of which contents may be retirement or termination payments. Article 4 - Acknowledgements to the management The CEO is authorized to propose to the Board of Directors that the management should be rewarded in addition to their set terms of employment in the form of delivery of shares, performance based payments, stock options or any payment having to do with company shares or the future value of such shares, loan contracts, pension fund contributions, retirement or redundancy payments. The status of the relevant member of management or employee, responsibility and future prospects and the main objectives of this Policy shall be taken into consideration when deciding whether he should be granted rewards in addition to his set terms of employment. Stock options written towards employees can at any given time be up to 5% of issued shares in the Company. The purchase or strike price in options shall be the market price on the date the options are written. Article 5 - Approval of the Remuneration Policy and other matters The Remuneration Policy shall be presented to the shareholders in the annual general meeting for their approval. The Remuneration Policy shall be subject to annual review. The Remuneration Policy is binding for the Board of Directors in regards to stock options and any payment under which directors are remunerated in shares, share options or any other right to acquire shares or to be remunerated on the basis of share price movements and any substantial change in such schemes as per paragraph 2 Art. 79. a of the Act no. 2/1995 on Public Limited Companies. In all other aspects the policy shall be viewed as guidelines. The Board of Directors shall note in the minutes of its meeting any major deviation from the Remuneration Policy and such deviation shall be well justified. The Board of Directors shall inform the annual general meeting of such a deviation. 7. Proposal on the company's Board of Directors' authority to purchase shares in Bakkavör Group hf. The Board of Directors of Bakkavör Group proposes that the Annual General Meeting for 2008 held on 14 March 2008, agrees to the following proposal on the authority of the Board of Directors to purchase shares in the company: “The Annual General Meeting of Bakkavör Group hf. held on 14 March 2008 agrees, pursuant to Article 55 of the Act on Public Limited Companies No. 2/1995, to authorise the company's Board of Directors to purchase, over the next 18 months, up to 10% of the company's own shares. The purchase price may be up to 20% above the average sales price of shares registered on the Iceland Stock Exchange in the two weeks immediately preceding the purchase. No lower limit is set on this authorisation, either regarding the purchase price or the size of the share purchased each time. With the approval of this proposal, the same kind of authorisation approved at the last Annual General Meeting is cancelled.“ The proposals for amendments are pursuant to Act no. 2/1995 cf. Act no. 89/2006. |
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