A Shareholders Meeting of Exista hf. will be held at Salurinn, Hamraborg 6,
Kópavogur, on 30 October 2008 and will start at 13:00.
Agenda:
1. Discussion about present status and prospects.
2. Proposal to grant authorisation to the Board of Directors to increase the
Company's share capital.
3. Proposal to grant authorisation to the Board of Directors to undertake
financial obligations which are convertible into shares in the company and
authorisation to raise the Company's share capital accordingly.
4. Proposal to grant authorisation to the Board of Directors to purchase own
shares.
5. Approval for the delisting of the company's shares from the NASDAQ OMX
Nordic Exchange in Iceland.
6. Proposal to grant authorisation to the Board of Directors to transfer or
otherwise dispose of any assets of the company to any third party.
7. Other matters.
Shareholder's proposals must be submitted to the Board of the Company with
sufficient advance notice making it possible to take the matter up in the
agenda.
The agenda and final submissions will be available for inspection by
shareholders at Exista's headquarters seven days before the shareholders´
meeting. The documents will also be posted for inspection at www.exista.com
Ballots and other documents will be available at the meeting place, from 12:00
on the day of the Shareholders Meeting.
Reykjavík, 22 October 2008
The Board of Directors of Exista hf.
PROPOSALS OF THE BOARD OF DIRECTORS OF EXISTA HF. TO THE COMPANY'S SHAREHOLDER
MEETING ON 30 OCTOBER 2008.
1. Authorisation to the Board of Directors to increase the share capital of the
company:
The Board of Directors proposes that that the Shareholders meeting held on 30
October 2008 approve an authorisation to the Board of Directors to increase the
share capital of the company up to the amount of 50.000.000.000 Icelandic krona
or its equivalent in euros. The share increase shall be done through the
subscription of up to 50.000.000.000 new shares. The current shareholders shall
waive their pre-emptive rights to such shares. The Board of Directors may
authorise individual shareholders in each instance to subscribe for the new
shares partly or in whole. No restrictions shall be on the trading of the new
shares, and they shall belong to the same class and carry the same rights as
existing shares in the company. The Board of Directors shall determine how the
increase is executed with reference to price and terms of payment and is
authorised to decide that the subscription is paid in part or whole with other
valuables than cash. The authorisation shall be effective until 30 October
2013, to the extent it has not been exercised before that date.
It is therefore proposed that the Article 4, Paragraph 2 of the Articles of
Association of the company is amended thus:
“The Board of Directors of the Company is authorised to increase the share
capital of the Company up to 50.000.000.000 Icelandic krona, or its equivalent
in Euros, nominal value through the subscription of up to 50.000.000.000 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 30 October 2013, to the extent that it
has not been exercised before that date.”
2. Proposal on the Board of Director´s authorisation to issue or undertake
financial obligations that may be converted into shares in the Company and
the
increase of shares:
The Board of Directors proposes, with reference to Article 48 of the Act on
Public Limited Companies, no. 2/1995, to authorise the company's Board of
Directors to take a loan, on behalf of the Company, or to undertake other kinds
of financial obligations with an aggregate nominal amount of up to
7.087.383.816 Icelandic krona or the equivalent there of in other currencies,
that may be converted into shares in the Company, but provided that the total
number of shares of the company capable of being issued upon the exercise of
the conversion right in full will not exceed 50% of the number of issued shares
in the Company on the date of the issue of the relevant loan or financial
obligation. Such loan or financial obligation may be paid for in part or in
whole by other valuables then cash. The Board of Directors shall be authorised
to raise the Company's share capital up to the amount equal to the conversion
value, notwithstanding the authorisation under Article 4, Paragraph 2, and will
further decide how this authorisation will be executed in accordance with
Article 48, Paragraphs 3, 4, and 5, and Article 41 of the Act on Public Limited
Companies no. 2/1995. The shareholders waive their priority rights to subscribe
for shares issued under this authorisation. The authorisation shall be
effective until 30 October 2013, to the extent that it has not been exercised
before that date.
It is therefore proposed that a new Article 4 Paragraph 3 will be inserted in
to the Articles of Association of the company:
“The Board of Directors of the Company is authorised to take a loan, on behalf
of the Company, or to undertake other kinds of financial obligations aggregate
nominal amount of up to 7.087.383.816 Icelandic krona or the equivalent there
of in other currencies, which shall be convertible into shares in the Company,
but provided that the total number of shares of the Company capable of being
issued upon the exercise of the conversion right in full will not exceed 50% of
the number of issued shares of the Company on the date of the undertaking of
the financial obligation. The Board of Directors shall be authorised to raise
the Company's share capital up to the amount equal to the conversion value,
notwithstanding the authorisation under Article 4, Paragraph 2, and will
further decide how this authorisation will be executed in accordance with
Article 48, Paragraphs 3, 4, and 5, and Article 41 of the Act on Public Limited
Companies no. 2/1995. The shareholders waive their pre-emptive rights to
subscribe for shares issued under this authorisation. The Board of Directors of
the Company is authorised to decide that such financial obligations may be paid
for in part or in whole with other valuables than cash. This authorisation
shall be effective until 30 October 2013, to the extent that it has not been
exercised before that date.”
3. Renewal of authorisation to the Board of Directors to purchase own shares:
The Board of Directors proposes, with reference to Article 55 of the Act
respecting Public Limited Companies, no. 2/1995, that it will be authorised to
purchase, over the next 18 months, up to 10% of the company's own shares. The
purchase price shall be no less than 0.01 Icelandic Krona per share and no
more than 40 Icelandic krona per share. No limit is set on 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.
It is therefore proposed that Article 7, paragraph 1, be amended 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 30 October 2008, purchase up to 10% of the Company's own shares.
The purchase price shall be no less than 0.01 Icelandic krona per share and no
more than 40 Icelandic Krona per share. No limit is set on this authorisation
regarding the size of the share purchased each time.”
4. Delisting of the Company´s shares from the NASDAQ OMX-Nordic Exchange in
Iceland:
The Shareholders Meeting of Exista hf., held on 30 October 2008, resolves that
the shares of the Company will be immediately delisted from the NASDAQ OMX
Nordic Exchange in Iceland. The Shareholders meeting empowers and instructs the
Board of Directors to execute such delisting.
5. Unlimited Authorisation on the Board of Directors to sell all assets
holdings and possessions of Company:
The Shareholders Meeting of Exista hf., held on 30 October 2008 resolves, due
to the vast economic difficulties in the economy, to grant the Board of
Directors of the Company unlimited authorisation to sell or dispose of, in one
transaction or several transactions up to all assets of the Company whether
tangible or intangible, including but not limited to, real estates, shares,
stocks, and holdings, without the prior consent of the meetings of the
shareholders, provided though that such transaction/s are beneficial for the
Company and in the Company´s best interests after due consideration. This
authorisation shall be effective until October 30 2009.
