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2008-02-29 10:42:33 CET 2008-02-29 10:43:33 CET REGULATED INFORMATION Exista hf. - Decisions of general meetingResults of Exista Annual General Meeting held on 28 February 2008The proposals submitted at the Annual General Meeting of Exista hf on Thursday, February 28 2008, were approved unanimously: 1. The following proposal in respect of dividends was approved: The Exista hf. Board of Directors proposes that no dividends in respect of profits for the year 2007 are declared at the Annual General Meeting, held on 28 February 2008. 2. The following parties were elected to the Board of Directors for a term of one year: Agust Gudmundsson Bogi Oskar Palsson Gudmundur Hauksson Hildur Arnadottir Lydur Gudmundsson Robert Tchenguiz Sigurjon Runar Rafnsson 3. The following proposal regarding election of an auditor for the term was approved: It is proposed that Deloitte hf., Stórhöfda 23, Reykjavík, be re-elected as the Company's auditing firm for 2008. 4. The following proposal on remuneration to the Members of the Board of the Company was approved: The Annual General Meeting of Exista hf., held on 28 February 2008, agrees that the remuneration of the Board of Directors in 2008 will be as follows: Chairman of the Board 5,600 euros per month and the directors 2,800 euros per month. Board members shall in addition receive a set fee for each meeting they attend in the Board's subcommittees. The fee shall be 500 euros for each meeting. 5. The following proposal on a Remuneration Policy was approved: “Remuneration Policy for Exista hf. Article 1 - Objective The object of this Remuneration Policy is to make an employment for Exista 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 shall in addition to the fixed monthly payment receive a fixed fee for each meeting they attend in the Board's subcommittees. The fee shall be decided by the Annual General Meeting of the Company. Article 3 - Chief Executive officer - terms of employment A written employment contract shall be made between the Company and the Chief Executive Officers (CEOs). Their terms of employment shall be competitive on an international standard. The amount of the salary and other payments to the CEOs shall be decided on the basis of their 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 being concluded with the CEOs of which contents may be retirement or termination payments. Article 4 - Acknowledgements to employees and the management The CEOs are authorised to propose to the Board of Directors that employees and the management of Exista and/or employees and the management of any subsidiary of Exista from time to time should be rewarded in addition to their set terms of employment in the form of delivery of shares, stock options or any payment having to do with Company shares or the future value of such shares. The CEOs are also authorised to propose to the Board of Directors that employees and the management of Exista should be rewarded in addition to their set terms of employment in the form of performance based payments, loan contracts, pension fund contributions, retirement or redundancy payments. The status of the relevant individual, 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. When granting stock options similar contracts previously made between the Company and the relevant employee or member of management shall be taken into consideration. Ordinarily a stock option shall only subsist while the employee remains employed by Exista or the relevant subsidiary of Exista. 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 Article 79 (a), Paragraph 2, of 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.” 6. The following proposal on the Board's authorisation to convert and issue shares in Euros was approved: It is proposed to authorise the Board of Directors to convert the Company´s share capital to euros and to issue shares in the Company in euros instead of Icelandic króna if the Board considers the option feasible, cf. Paragraph 1 of Article 4 of Act no. 2/1995 respecting Public Limited Companies. Paragraph 5 of Article 1 of Act no. 2/1995 respecting Public Limited Companies shall apply. Furthermore, the Board of Directors is authorised to make changes to the Articles of Association which are deemed necessary in connection with the conversion, including changing amounts in Article 4 of the Articles of Association with the same conversion method. 7. The following proposals on amendments to the Articles of Association were approved: A. It was approved to amend Article 4, Paragraph 2 of the Company´s Articles of Association to read as follows: “The Board of Directors of the Company is authorised to increase the share capital of the Company by up to 7,000,000,000 Icelandic króna, or its equivalent in euros, nominal value through the subscription of up to 7,000,000,000 new shares. The current shareholders waive their pre-emptive rights to the new shares pursuant to Article 34 of Act no. 2/1995 on Public Limited Companies and pursuant to these Articles of Association. The Board of Directors may, however, authorise individual shareholders in each instance to subscribe for the new shares in part or in whole. There will be no restrictions on trading in the new shares. The new shares shall belong to the same class and carry the same rights as other shares in the Company. The new shares shall grant rights within the Company as of the date of registration of the increase of share capital. The Board of Directors of the Company shall determine more specifically how this increase will be executed, with reference to price and terms of payment. The Board of Directors of the Company is authorised to decide that subscribers pay for the new shares in part or in whole with other valuables than cash. This authorisation shall be effective until 28 February 2013, to the extent that it has not been exercised before that date.” B. It was approved to amend Article 7, Paragraph 1 of the Company´s Articles of Association to read as follows: “The Company is not permitted to grant credit against share certificates in the Company unless permitted by law. The Board of Directors may, over the next 18 months as of 28 February 2008, purchase up to 10% of the Company's own shares. The shares' purchase price may be up to 20% above the average sales price of shares registered on the OMX Nordic Exchange in Iceland 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.” Further information: Sigurdur Nordal Managing Director, Group Communications ir@exista.com 550 8620 / 860 8620 |
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