Bakkavör Group hf. - Notice to convene extr.general meeting

Annual General Meeting of Bakkavör Group

The Annual General Meeting of Bakkavör Group hf. will be held on Wednesday 20
May 2009 at 10:30 am local time (11:30 am GMT London) at Ármuli 3, 108
Reykjavík. 

Agenda:

1.  Presentation of the report of the Board of Directors on the activities of
    the Company in 2008 

2.  The accounts of the Company for 2008, including an audit report, submitted
    for confirmation. 

3.  Decision on dividend payments and allocation of loss for the year 2008.

4.  Decision on remuneration to the members of the Board of the Company for the
    upcoming term.
5.  Elections of Board of Directors.

6.  Election of auditing firm.

7.  Proposal for a remuneration policy.

8.  Proposal to grant authorisation to the Board to buy up to 10% of the
    company's own shares. 

9.  Other matters.

The agenda, final submissions and financial statements will be available for
inspection by shareholders at Bakkavör Group's headquarters seven days before
the Annual General Meeting. The documents will also be posted for inspection at
www.bakkavor.com. 

Shareholder's proposals must be submitted to the Board at least seven days
before the Annual General Meeting. 

Those who wish to stand for election to the Board of Directors are reminded
that they must submit written notification to that effect to the Board, at
least five days before the Annual General Meeting. Only those who have
submitted such notice are eligible for election to the Board. In addition to a
candidate's name, an identity number and address, information about main
occupation, other directorships, education, experience and holdings of share
capital in the Company shall be stated in the notification of candidature.
Furthermore, all interest linked with the principal business parties and
competitors of the Company, as well as with shareholders holding over 10%
shares in the Company, shall be disclosed. The Company's Board of Directors
shall check the notifications of candidature and afford the parties concerned
in a verifiable manner an opportunity of improving the shortcomings of the
notification within a specified time limit, which shall be no longer than 24
hours. If shortcomings to the notification of candidature are not improved
within the specified time limit the company's Board of Directors will decide
upon the validity of candidature. It is possible to refer the conclusion of the
Board of Directors to a shareholder's meeting which wields final decisive power
concerning the validity of candidature. 

Information concerning candidates to the Board of Directors shall be submitted
on display to shareholders at the company's headquarters no later than two days
in advance of an Annual General Meeting. 

Ballots and other documents will be available at the meeting place from 10:00
am local time (11:00 am GMT London) on the day of the Annual General Meeting.
Please note that in order to have a right to vote at the meeting a shareholder
must be registered in the company's share register on the morning of Tuesday
May 19 2009. 

The meeting will be held in English.


Reykjavík 13 May 2009
The Board of Directors of Bakkavör Group hf.




Proposals of the Board of Directors for the Company's 
Annual General Meeting on 20 May 2009


1. Proposal of the company's Board of Directors on dividend payments and
allocation of loss for the year 2008. 

The Board of Directors of Bakkavör Group hf. proposes that the Annual General
Meeting, held on 20 May 2009, approve that no dividend will be paid out to
shareholders for the year 2009. The loss for the year GBP 153,872 thousand
shall be allocated to the equity of Bakkavör Group hf. 


2. Proposal on the remuneration to the members of the Board of Directors.

The Annual General Meeting of Bakkavör Group hf., held on 20 May 2009, agrees
that the remuneration to each member of the Board of Directors, including the
Chairman, will be £18,000 per annum for the period extending from the Annual
General Meeting in 2009 to the Annual General Meeting in 2010.  Directors will
not receive remuneration for attendance and participation in subcommittees of
the Board. 


3.  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. 


4.  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 2009. 


5. Proposal on a Remuneration Policy
The Board of Directors of Bakkavör Group hf. proposes that the Annual General
Meeting, held 20 May 2009, approve unamended, the Remuneration Policy of
Bakkavör Group hf., previously approved at the Annual General Meeting, held on
14 March 2008. 


6. 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 2009 held on 20 May 2009, 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 20 May 2009 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, the purchase
price shall be no less than 0.01 per share. No lower limit is set on this
authorisation regarding 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.

Attachments:

bakkavor group agm 2009 agenda.pdf

bakkavor group agm 2009 proposals.pdf