Bakkavör Group hf. - Decisions of extraordinary general meeting

Annual General Meeting 20 May 2009 - Results

The following proposals submitted at the Annual General Meeting of Bakkavör
Group hf. on Wednesday 20 May 2009 were approved unanimously. 

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, approves 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 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.  The following persons were elected as members of the Board of Directors
until the Annual General Meeting 2010: 

1.	Ágúst Gudmundsson, United Kingdom, CEO of Bakkavör Group hf. (First elected
1986) 
2.	Ásgeir Thoroddsen, Iceland, Attorney to the Supreme Court (First elected
2000) 
3.	Hildur Árnadóttir, Iceland, State Authorised Public Accountant (First
elected 2008) 
4.	Katrín Pétursdóttir, Iceland, Managing Director of Lýsi hf. (First elected
2007) 
5.	Lýdur Gudmundsson, United Kingdom, Executive Chairman of Exista hf. (First
elected 1986) 


4.  Proposal regarding election of 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, approves unamended, the following Remuneration
Policy of Bakkavör Group hf., previously approved at the Annual General
Meeting, held on 14 March 2008: 


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. 


The following proposal on the company's Board of Directors' authority to
purchase shares in Bakkavör Group hf. was withdrawn: 

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. 


Further information:

Snorri Guðmundsson, IR
Tel: +354 550 9700
E-mail: investor.relations@bakkavor.com