The proposals submitted at the Annual General Meeting of Exista hf on Thursday,
February 28 2008, were approved unanimously:
1. The following proposal in respect of dividends was approved:
The Exista hf. Board of Directors proposes that no dividends in respect of
profits for the year 2007 are declared at the Annual General Meeting, held on
28 February 2008.
2. The following parties were elected to the Board of Directors for a term of
one year:
Agust Gudmundsson
Bogi Oskar Palsson
Gudmundur Hauksson
Hildur Arnadottir
Lydur Gudmundsson
Robert Tchenguiz
Sigurjon Runar Rafnsson
3. The following proposal regarding election of an auditor for the term was
approved:
It is proposed that Deloitte hf., Stórhöfda 23, Reykjavík, be re-elected as the
Company's auditing firm for 2008.
4. The following proposal on remuneration to the Members of the Board of the
Company was approved:
The Annual General Meeting of Exista hf., held on 28 February 2008, agrees that
the remuneration of the Board of Directors in 2008 will be as follows: Chairman
of the Board 5,600 euros per month and the directors 2,800 euros per month.
Board members shall in addition receive a set fee for each meeting they attend
in the Board's subcommittees. The fee shall be 500 euros for each meeting.
5. The following proposal on a Remuneration Policy was approved:
“Remuneration Policy for Exista hf.
Article 1 - Objective
The object of this Remuneration Policy is to make an employment for Exista 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 shall in addition to the fixed monthly payment receive a fixed
fee for each meeting they attend in the Board's subcommittees. The fee shall be
decided by the Annual General Meeting of the Company.
Article 3 - Chief Executive officer - terms of employment
A written employment contract shall be made between the Company and the Chief
Executive Officers (CEOs). Their terms of employment shall be competitive on an
international standard.
The amount of the salary and other payments to the CEOs shall be decided on the
basis of their 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
being concluded with the CEOs of which contents may be retirement or
termination payments.
Article 4 - Acknowledgements to employees and the management
The CEOs are authorised to propose to the Board of Directors that employees and
the management of Exista and/or employees and the management of any subsidiary
of Exista from time to time should be rewarded in addition to their set terms
of employment in the form of delivery of shares, stock options or any payment
having to do with Company shares or the future value of such shares. The CEOs
are also authorised to propose to the Board of Directors that employees and the
management of Exista should be rewarded in addition to their set terms of
employment in the form of performance based payments, loan contracts, pension
fund contributions, retirement or redundancy payments.
The status of the relevant individual, 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.
When granting stock options similar contracts previously made between the
Company and the relevant employee or member of management shall be taken into
consideration. Ordinarily a stock option shall only subsist while the employee
remains employed by Exista or the relevant subsidiary of Exista.
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 Article 79 (a), Paragraph 2, of 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.”
6. The following proposal on the Board's authorisation to convert and issue
shares in Euros was approved:
It is proposed to authorise the Board of Directors to convert the Company´s
share capital to euros and to issue shares in the Company in euros instead of
Icelandic króna if the Board considers the option feasible, cf. Paragraph 1 of
Article 4 of Act no. 2/1995 respecting Public Limited Companies. Paragraph 5 of
Article 1 of Act no. 2/1995 respecting Public Limited Companies shall apply.
Furthermore, the Board of Directors is authorised to make changes to the
Articles of Association which are deemed necessary in connection with the
conversion, including changing amounts in Article 4 of the Articles of
Association with the same conversion method.
7. The following proposals on amendments to the Articles of Association were
approved:
A. It was approved to amend Article 4, Paragraph 2 of the Company´s Articles of
Association to read as follows:
“The Board of Directors of the Company is authorised to increase the share
capital of the Company by up to 7,000,000,000 Icelandic króna, or its
equivalent in euros, nominal value through the subscription of up to
7,000,000,000 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 28 February
2013, to the extent that it has not been exercised before that date.”
B. It was approved to amend Article 7, Paragraph 1 of the Company´s Articles of
Association to read 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 28 February 2008, purchase up to 10% of the Company's own shares.
The shares' purchase price may be up to 20% above the average sales price of
shares registered on the OMX Nordic Exchange in Iceland in the two weeks
immediately preceding the purchase. No lower limit is set on this
authorisation, either regarding the purchase price or the size of the share
purchased each time.”
Further information:
Sigurdur Nordal
Managing Director, Group Communications
ir@exista.com 550 8620 / 860 8620
