Correction: To item 3 in proposals.
Teymi hf. Annual General Meeting 2008
The Board of Directors of Teymi hf. hereby announces the Annual General Meeting
of the Company to be held on Wednesday 27 February 2008 at 8:30 at the company's
offices on Suðurlandsbraut 18, Reykjavík.
Agenda
1. Report of the Board of Directors on the activities of the company in 2007.
2. The accounts of the company and auditors' report submitted for
confirmation.
3. Decision on payment of dividends.
4. Election of a Board of Directors.
5. Election of Auditors.
6. Decision on the remuneration of the Board of Directors.
7. Proposal for amendments of the company's Articles of Association:
a. The legal domicile of the ompany
b. Proposal to grant the Board of Directors authorisation to raise the
share capital by up to ISK 150.000.000.
c. Article on the Agenda of the Annual General Meeting
8. Proposal for a remuneration policy.
9. Proposal to grant the Board of Directors authorisation to purchase own
shares in accordance with Article 55 of the Companies Act No.. 2/1995.
10. Other matters.
Shareholders are reminded that candidatures for the Board of Directors must be
submitted in written form to the current Board at least five days before the
Annual General Meeting.
The agenda, final submissions and the company's financial statements as well as
the auditors' report will be on display at the company's headquartes a week
before the meeting.
Ballots and other documents will be available at Suðurlandsbraut 18, from 8:00.
Proposals according to the Agenda of Teymi's Annual General Meeting 27 February
2008.
Item 3.
The Board of Directors does not proposes the payment of dividends equalling 10%
of the company's share capital or ISK 0,10 per share. The ex-date is set at 28
February 2008 and record date 3 March 2008. The payments will be effected on 14
March 2008. The remainder of the year's profits will be added to the company's
equity.
Item 4.
Will be presented by the Chairman of the Meeting.
Item 5.
The Board of Directors proposes KPMG Endurskoðun hf. as the company's Auditors.
Item 6.
The Board of Directors proposes the remuneration of the members of the Board to
remain unchanged. Individual Board Members will receive ISK 100 000 pr month and
the Chairman double that amount. Alternative members will receive ISK 50 000 for
each meeting attended. The miminum payment of alternative members is ISK 100 000
and the maximum ISK 1 200 000.
_____________________________________________________________________________
Item 7.
The Board of Directors proposes the following amendments of the Articles of
Association;
a. Article 1.03. will read:
“ The company is domiciled at Suðurlandsbraut 18, Reykjavik”
b. Article 2.01.2 will read:
“The Board of Directors is authorised to raise the company's share capital by up
to ISK 150.000.000 (hundred and fifty million). The authorisation is valid for
18 months from the date of approval by the shareholders' meeting. Shareholders
waive pre-emptive rights in accordance with Article 34 of the Companies Act No.
2/1995. The new shares are carry the same rights as previously recorded shares
from the date of registration of the share increase.
The Board of Directors shall determine further details of the share increase
such as price and payment terms.”
c. Article 4.03.1. item 8 will read:
“The company's remuneration policy”
d. Article 4.11. will read:
“The Board of Directors may determine that shareholders may participate
electronically in shareholders´ meetings without being present. Shareholders who
intend to take advantage of their right to participate electronically shall
notify the company's offices with five day prior notice and submit, in writing,
any questions they might have regarding the agenda or presented documents they
wish to have answered at the meeting.
If the Board of Directors is of the opinion that sufficiently secure equipment
is available and decides to use this authorisation, it shall be clearly noted in
the invitation to the meeting. The Board of Directors is also authorised to
decide that the shareholder's meeting shall only be held electronically.
Otherwise Article 80 a of Act on Public Limited Companies No. 2/1995, as amended
from time to time, shall apply to electronic voting.”
Exposition:
The Board of Directors proposes the change of the company's legal seat following
the relocation of its offices. Furthermore, it is proposed that the company's
remuneration policy will be approved annually at the AGM. It is proposed that
the Board of Directors be authorised to make use of the current provisions of
the Companies Act No 2/1995 on electronic shareholders' meeting. Lastly, the
Board of Directors proposed that its authorisation to raise the company's share
capital will be extended.
_____________________________________________________________________________
Item 8.
The Board of Directors proposes to the Annual General Meeting that the company's
remuneration policy will remain the same as previous year.
Exposition:
The company adopted a detailed remuneration policy at the last AGM. It has
worked well for the company and the Board of Directors therefore proposes that
it will be passed unchanged.
_____________________________________________________________________________
Item 9.
The Board of Directors proposes to the Annual General Meeting that it be
authorised to purchase own shares in accordance with Article 55 of the Companies
Act, up to 10% of the company's shares. The minimum price shall be the shares
nominal value and maximum 10% beyond market price at each time. The
Authorisation remains valid until the next Annual General Meeting.
Exposition:
The proposal is in accordance with Article 55 of the Companies Act No. 2/1995,
_____________________________________________________________________________
Correction: Annual general meeting Wednesday 27 February 2008 - Published 18 February 2008 16:48:04 CET
| Source: Teymi hf.
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