Results of Annual General Meeting 7 March 2008



The proposals submitted to the Annual General Meeting of Kaupthing
Bank hf., on Friday 7 March, 2008, were approved.

1. The following proposal on dividends was approved:
The Board of Directors proposes that shareholders will be paid
dividends amounting to ISK 14,809 million (EUR approximately 150
million) for the operating year 2007, or ISK 20 per share, which
corresponds to 21% of net earnings.  Record date for dividends will
be on 12 March 2008 in Iceland and Sweden.  Ex-date in Iceland and
Sweden will be on March 10 2008.  Payment of dividends shall be
effected on 18 March 2008 (19 March in Sweden). In other respects,
reference is made to the Annual Accounts of the Company as regards
further disposal of profits and other changes to the Company's
equity.

2. The following proposals on amendments to the Articles of
Association were approved:
A. The following text shall be added to the current Article 4,
Paragraph 1:"The Board of the Company is authorised to decide to denominate the
Company's share capital in euros instead of Icelandic krónas, in
accordance with the authorisation contained in Article 1, Paragraphs
4 and 5 of the Act on Public Limited Companies, no. 2/1995, as
amended.  Each share shall be of 1 EUR nominal value, resulting in an
equivalent decrease in the number of shares. The EUR/ISK conversion
rate shall, in accordance with Article 1 of the Act on Public Limited
Companies, be equivalent to the closing rate (mid-rate) as published
by the Central Bank of Iceland at the end of the operating year
preceding the year when the decision is made, unless the Company has
previously been granted an authorisation to keep its accounts and
write its annual accounts in euros, in which case the conversion rate
shall be based on applicable clauses in the Icelandic Act on Annual
Accounts. The Board shall also be authorised to make any amendments
to the Company's Articles of Association that are necessitated by
this decision, including changing the amounts that appear in Article
4, Paragraph 1 and Paragraph 3 of the Articles of Association and
pertain to the change, using the same conversion method, and making
corresponding changes to the amounts by which the Board is or will be
authorised to increase the share capital of the company."

B. The following text shall form a new Paragraph (Paragraph 5) of
Article 4, the current Paragraphs 5 and 6 shall be Paragraphs 6 and
7:"The Board of Directors of the Company is authorised to issue
convertible bonds up to a maximum amount equivalent to EUR
1,500,000,000, or, according to circumstances, guarantee the issue
and payment of such convertible bonds, which would be issued by one
of the Company's subsidiaries, with the terms that such debt could be
converted into shares in Kaupthing Bank hf., subject to conditions
precedent. The Board of Directors is furthermore authorised, as
required, to increase the share capital of the Company by up to ISK
1,750,000,000 at nominal value through the subscription for up to
175,000,000 new shares to meet the obligations of the Company
pursuant to the convertible bonds, if the bondholders wish to
exercise their conversion rights, in part or in whole. The current
shareholders waive their pre-emptive rights to the new shares
pursuant to Article 34, paragraph 3 of Act no. 2/1995 on Public
Limited Companies. The Board of Directors may, however, authorise
shareholders in each instance to subscribe for the new shares, in
part or in whole. 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 the share capital.  There will be no restrictions
on trading in the new shares. The Board of Directors shall otherwise
decide on the terms of the issue of the convertible bonds and the
increase of the share capital, as well as the stages in which the
authorisation is exercised. The Board of Directors shall furthermore
be authorised to make the necessary amendments to the Company's
Articles of Association in relation to the issue of the convertible
bonds or the subsequent increase of the Company's share capital. This
authorisation to issue convertible bonds and to increase the share
capital shall expire on 1 March 2013 to the extent it has not been
utilised before that date."

3. The following proposal of the Board of Directors on a remuneration
policy was approved:
The Board of Kaupthing Bank hf. has approved the following
remuneration policy of Kaupthing Bank hf. pursuant to article 79a of
Act no 2/1995 on Public Limited Companies, as amended. The Board of
Directors proposes that the Annual General Meeting, held on March 7,
2008, confirm the following policy. The policy is binding on the
Board of Directors where it pertains to payments in the form of share
certificates, call and put options, priority purchase rights and
other kinds of payments which are linked to share certificates in the
Company or the development of the price of shares in the Company. In
other respects the remuneration policy is of guidance for the Board
of Directors. The policy cannot be regarded as an exhaustive overview
of remuneration.

This compensation policy covers most aspects of the compensation and
benefits (employment terms and conditions) provided to the Group
Chief Executive Officer (CEO) and to the senior management of
Kaupthing.  Key employees are regarded as corner stones in the
continued growth of the Bank and its good standing.  Compensation to
key employees must be attractive and competitive. Option schemes forkey employees are to be continued and financing to be provided in
this context.

Board Members shall receive a fixed monthly payment in accordance
with the decision of the AGM. The Board of Directors shall submit a
proposal on the remuneration for a term of one year, taking into
account the time Board Members spend on their duties, the
responsibility involved and the Bank's operations in general.

The Compensation Committee makes a proposal to the Board of Directors
on the salaries paid to the CEO and the Executive Chairman and how
bonuses are calculated, the proposal being based on an examination by
the Committee of salaries paid to executives of European banks and
information from external consultants.

The salaries of other Managing Directors are determined by the CEO in
consultation with the Managing Director of Human Resources taking
into account the responsibility and the scope of the management
position in question.

Bonus payments to others than the CEO and the Executive Chairman are
determined by the CEO in consultation with the Executive Chairman of
the Board of Directors and the Managing Director of Human Resources.
The bonus payments are based on the operational results of the Bank
and/or the relevant individual business unit/division. A specific
proportion of bonus payments above a certain amount will be linked to
the price of the Bank's shares and payment deferred for one to three
years. The payment is however subject to the basic condition that the
employee remains employed within the group.

To align the incentives of the employees with actions that will
enhance long-term shareholder value, the Bank has enabled employees
to purchase shares in the Bank. The Bank has in this context written
call options, offered loans, according to general rules, to finance
purchases, and in some cases written put options.  The total put
options and call options written towards employees can at any given
time be up to 9% of issued shares in the Bank. This is the same
percentage, 9% as shareholders decided in 2004, and the same
percentage as was approved at the AGM in 2007. The purchase or strike
price in options shall be the market price on the date the options
are written.

Kaupthing Bank hf. makes pension contributions based on local and
regional laws and regulations and collective bargaining regimes in
jurisdictions in which the bank is operating. Kaupthing Bank hf. is
authorised to negotiate especially with senior management on
additional pension contributions if and when required.

Payments to senior management upon termination of employment shall
generally only be based on the applicable employment agreement. Under
special circumstances, when such arrangements are in the best
interest of the Bank, the Bank can make specific termination
agreements with its senior management.

4. The following persons were elected as members of the Board of
Directors for the term of one year:

Board members:

1. Sigurdur Einarsson - United Kingdom, Executive Chairman of
Kaupthing Bank hf. (First elected 2003.)
2. Ásgeir Thoroddsen - Iceland, Attorney to the Supreme Court of
Iceland. (First elected 2003.)
3. Bjarnfredur Ólafsson - Iceland, Attorney to the District Court of
Iceland. (First elected 2003.)
4. Brynja Halldórsdóttir - Iceland, CEO of Norvik hf. (First elected
2004.)
5. Gunnar Páll Pálsson - Iceland, CEO of Commercial Workers' Union.
(First elected 2001.)
6. Hjörleifur Jakobsson - Iceland, CEO of  Egla hf. (First elected
2003.)
7. Lydur Gudmundsson - United Kingdom, Executive Chairman of Exista
hf., Chairman of the Board of Iceland Telecom hf. and Bakkavör Group
hf. (First elected 2008.)
8. Niels de Coninck-Smith - Denmark, CEO of Ferrosan A/S. (First
elected 2005.)
9. Tommy Persson - Sweden, CEO of Länsförsäkringar AB. (First elected
2002.)

Substitutes:

1. Gudný Arna Sveinsdóttir - Iceland, CFO of Kaupthing Bank hf.
2. Hildur Árnadóttir - Iceland, Chartered Accountant.
3. Antonios P. Yerolemou - United Kingdom, Executive Chairman of KFF.
4. Jónas Gudbjörnsson - Iceland, CFO of Ker ehf.
5. Audur Einarsdottir - Iceland, Master of Business Administration.
6. Panikos J. Katsouris - United Kingdom, CEO of Katsouris Brothers
Ltd.
7. Thórdur Magnússon - Iceland, Chairman of the Board of Directors of
Eyrir Invest ehf.
8. Anna Sigurdardottir - Iceland, CEO of Eignarhaldsfelagid
Brunabotafelag Islands.
9. Ásthildur M. Otharsdóttir - Iceland, Director of Treasury and
Corporate Development, Össur hf.

5. The following proposal on remuneration for the Board of Directors
for the next operating year was approved:
It is proposed that Board members receive ISK 400,000 per month and
that the Executive Chairman receives ISK 800,000 per month.
Remuneration to substitutes shall be ISK 400,000 for each board
meeting attended.  In addition remuneration for Board members who
serve on the sub-committees of the Board shall be ISK 150,000 per
month to each member for their position on each committee.

6. The following proposal on the election of an auditor for the next
operating year was approved:
It is proposed that KPMG hf. be elected the company's auditors and
that Sigurdur Jonsson, certified auditor, perform this duty on behalf
of the auditing company.

7. The following proposal on the renewal of the Company's authority
to purchase or take as collateral its own shares was approved:
The Board of Directors, acting for the Bank, is authorized to
purchase own shares in the Bank or to accept such shares as
collateral. This authorisation shall be effective for 18 months from
the date of the Annual General Meeting 2008 with the restriction that
the total shares purchased or accepted as collateral shall not exceed
10% of the total shares in the Bank at each time. The price paid
shall not be lower than 20% below, and not higher than 20% above, the
rate at which the Bank's shares are priced on the OMX Nordic Exchange
in Iceland and in Stockholm.

A corresponding authorisation granted by the 2007 Annual General
Meeting is cancelled.


Further information:
Jónas Sigurgeirsson - Chief Communications Officer, +354 444-6112

About Kaupthing Bank
Kaupthing Bank offers comprehensive commercial and investment banking
services to individuals, companies and institutional investors. The
Bank is a leading player in all the main areas of the Icelandic
financial market, and in addition to Iceland, the Bank's key markets
are Denmark and the United Kingdom. The Bank focuses on the growth
and development of its international activities and aims to be one of
the leading investment banks in northern Europe.

Kaupthing Bank operates in thirteen countries with its headquarters
located in Reykjavík. The Bank's main subsidiaries are FIH
Erhvervsbank in Denmark, Kaupthing Singer & Friedlander in the United
Kingdom, Kaupthing Bank Sverige, Kaupthing Bank Luxembourg, Kaupthing
Bank in Finland, Norvestia Oyj in Finland, Kaupthing New York,
Kaupthing Switzerland, Kaupthing Bank Belgium and Kaupthing Bank
Norge in Norway. The Bank also has activities in Isle of Man, the
Dubai International Financial Centre (DIFC) and the Qatar Financial
Centre (QFC). As of 31 December 2007 the number of full-time
equivalent positions was 3,334 at Kaupthing Bank and its
subsidiaries. www.kaupthing.com

Anhänge

Articles of Association pdf