Alfesca hf. - Decisions of extraordinary general meeting

- Minutes from the Annual General Meeting of Alfesca hf. held on Tuesday 18 November 2008

The Annual General Meeting of Alfesca hf. was held on Tuesday 18 November 2008
at 13.00 at Grand Hotel Reykjavík, Sigtún 38, Reykjavik, Iceland. 
Minutes of the meeting are as follows:

OPENING AND APPOINTMENT OF CHAIRMAN

Mr. Ólafur Ólafsson, chairman of Alfesca hf set the meeting and proposed that
Baldvin Björn Haraldsson of BBA//LEGAL be elected as the chairman of the
meeting. 

Motion approved. 

In attendance at the meeting were shareholders representing 3,118,794,957
shares or 53.37% of the total issued share capital of the Company. 

NOTICE AND QUORUM

Baldvin Björn Haraldsson took the chair and proposed that Antony Hovanessian be
elected as secretary of the meeting. 
Motion approved. 
The chairman reported that a notice of the meeting had been given with
advertisements in Frettabladid and Vidskiptabladid newspapers on 4 November
2008 and in Morgunbladid newspaper on 6 November 2008.  The chairman announced
that the meeting had been lawfully called upon proper notice given to
shareholders in accordance with article 4.4 of the Articles of Association. 

AGENDA

The agenda for the meeting is as follows: 1. The board of directors´ report on the Company´s operations and results for
the financial year ended 30 June 2008 

2. Annual accounts for the financial year ended 30 June 2008 and the auditors´
report 

3. Proposal on payment of dividends and the disposal of the Company´s profit
for the financial year ended 30 June 2008 

4. Remuneration of members of the Board of Directors

5. Proposal of the board of directors on a remuneration policy of the Company

6. Election of members of the board of directors for a period of one year

7. Appointment of the auditors of the Company

8. Proposal to authorise the Company to purchase own shares with up to 10%
deviation from the market price. 

9. Proposals to amend the Articles of Association of the Company.

10. Proposal on the Company´s dividend policy.

11. Other business.

RESOLUTIONS

1.	The board of directors´ report for the financial year ended 30 June 2008

The board of directors´ report was presented by Mr. Ólafur Ólafsson and the
results of the financial year by Mr. Xavier Govare. 

2.	The annual accounts for the financial year ended 30 June 2008 and the
auditors report 

The annual accounts for the financial year ended 30 June 2008 and the auditors´
report were presented by the chairman of the Company and approved unanimously
by the shareholders. 

3.	Payment of dividends and the disposal of the company´s profit for the
financial year ended 30 June 2007 

A motion from the board was presented by the Chairman that no dividends from
the profit of the company´s operations for the financial year ended 30 June
2008 are distributed to the shareholders. 

The motion was unanimously approved by the shareholders.

4.	Remuneration of members of the board of directors

A proposal for the remuneration of members of the board of directors was
presented and approved unanimously by the shareholders. 

The remuneration for a member of the board of directors for a period of one
year from the date of the annual general meeting in 2008 to the date of the
next annual general meeting shall be €45,000 for each of the directors. The
chairman of the board of directors shall receive three times the amount paid to
a director, corresponding to €135,000. 

Directors appointed to serve on sub-committees shall each be entitled to
receive an additional €25,000 per year for such appointment. 

5.	Proposal of the board of directors on a remuneration policy of the company

A proposal to readopt and approve the Remuneration Policy of the Company, as
set out in Appendix 3 to these minutes, was presented at the meeting and
approved unanimously by the shareholders. 
6.	Election of members of the board of directors for a period of one year

The meeting acknowledged that Mr. Hartmut M. Krämer has tendered his
resignation from the Board of Directors, effective as of today.  The Chairman
extended, on behalf of the Company , its thanks to Mr. Krämer  for his
contribution as a member of the board since his appointment on 15 March 2005. 

Five individuals lawfully submitted their candidature for election to the board
of directors and one individual submitted his candidature to act as an
alternate director.  The candidates were: 

a.	Mr. Arni Tomasson, 
b.	Mr. Bill Ronald
c.	Mr. Gudmundur Asgeirsson
d.	Mr. Mr. Kristinn Albertsson
e.	Mr. Olafur Olafsson

Alternate:	Mr.Sveinn Solvason

As no other candidates were submitted for election to the board of directors,
the above candidates were appointed to the board of directors of the Company
for a period of one year. 

7.	Appointment of the auditors of the company

A motion was presented by the Chairman to re-appoint Deloitte hf as the
Company´s auditor for a period of one year and to authorise the directors to
fix their remuneration. 

The motion was unanimously approved by the shareholders

8.	Proposal to authorise the company to purchase own shares

A proposal to authorise the company to own and accept as security shares up to
10% of its issued share capital.  This authorization shall be effective for 18
months, with the restriction that the total shares so acquired or accepted as
collateral shall not exceed 10% of the total issued share capital of the
Company at each time. The purchase price for the shares can be a maximum amount
of 10% above or below the average selling price of shares in the Company quoted
by the OMX Nor 

dic Exchange in Iceland hf. in the two weeks preceding the acquisition. With
the approval of this proposal, the earlier authorisation to purchase the
Company's own shares, which was approved at the last Annual General Meeting,
shall expire. 

The motion was unanimously approved by the shareholders.

9.	Proposals to amend the articles of association of the company

A motion from the Board to amend the Articles of Association of the company was
presented. 

The proposals for amendments to the Articles of Association, as set forth in
detail in Appendix 4 to these minutes, were unanimously approved by the
shareholders. 
10.	Dividend Policy
A motion from the Board to adopt a dividend policy for the Company, as set out
in Appendix 5 to these minutes, was presented. 

The motion was unanimously approved by the shareholders.

11.	OTHER BUSINESS

No other items were discussed at the meeting.

MINUTES

The meeting´s chairman proposed that the he and the secretary of the meeting be
instructed to finalize the minutes of the meeting. Motion approved. 

CLOSE

The chairman declared the meeting closed at 2:15 pm.