THE ANNUAL GENERAL MEETING OF LANDSBANKI ÍSLANDS HF.
WILL BE HELD AT GRAND HÓTEL, SIGTÚN 38, 105 REYKJAVÍK
ON WEDNESDAY, 23 APRIL 2008, AT 4 PM
Agenda:
1. Report from the Board of Directors on the Bank's activities during the past
operating year.
2. The annual financial statements for the past operating year, together with
a report from the auditors, shall be placed before the meeting for
endorsement.
3. Decision on disposition of profit from the last accounting year.
4. Decision on the reduction of share capital and cancellation of own shares.
5. Decision on increasing share capital by issuing bonus shares.
6. Election of the Board of Directors.
7. Election of the auditors.
8. A motion authorising Landsbanki to purchase or accept as collateral as much
as 10% of its own shares.
9. Motions amending the Articles of Association
10. Motion that the Remuneration Policy of Landsbanki Íslands hf. be submitted
for re-approval.
11. Motion by the Board of Directors on the 2008 contribution to Landsbanki's
Cultural Fund and to amend the Fund's charter.
12. A decision on remuneration to members of the Board of Directors for the
next term of office.
13. Other matters, raised as provided for by law.
Motions from shareholders which are to be submitted to the Annual General
Meeting must have been received by the Board of Directors in writing no later
than Friday, 18 April 2008. Nominations to the Board of Directors must be
submitted no later than five days prior to the Annual General Meeting The
meeting agenda, final motions, report from the Board of Directors and
Landsbanki's annual financial statements, together with the auditors' report,
shall be available at the bank's headquarters, Austurstræti 11, Reykjavík, for
inspection by shareholders one week prior to the Annual General Meeting.
Information on nominations to the Board of Directors shall be made available
two days prior to the Annual General Meeting. This documentation shall also be
available on the Landsbanki website, www.landsbanki.is
It is moved that the AGM approve a reduction in Landsbanki's share capital
amounting to ISK 300,000,000 nominal value by cancelling treasury shares.
Furthermore, it is moved that the AGM approve an increase in share capital
through a bonus issue amounting to ISK 300,000,000 nominal value. The following
amendments are proposed to the company's Articles of Association: that the AGM
authorise an increase in Landsbanki's share capital of up to ISK 1,200,000,000
with subscriptions for new shares. Shareholders waive their pre-emptive rights
to the new shares, as provided for in of Art. 34 of Act No. 2/1995, on Public
Limited Companies. An amendment is proposed to the wording of the second
sentence of the fourth paragraph of Article 7 of the Articles of Association,
to read that dividends shall be paid to parties listed in the shareholders'
register after settlement of transactions at closing on the date of the AGM. A
motion is submitted that the AGM approve an authorisation to issue convertible
bonds amounting to up to ISK 60,000,000,000 as well as an increase in share
capital of up to ISK 1,500,000,000 nominal value in connection with such issue.
Shareholders waive their pre-emptive rights as provided for in Art. 34 of Act
No. 2/1995, on Public Limited Companies, to any new shares issued due to
convertible bonds. Finally a motion is made to add a new paragraph to Art. 11
of the Articles of Association, authorising electronic communication with
shareholders.
Voting ballots and other meeting documentation will be provided to attendees at
the entrance to the meeting venue prior to the commencement of the meeting.
Shareholders have the option of voting electronically on motions submitted to
the AGM; for details, see Landsbanki's website www.landsbanki.is/agm2008 .
Shareholders are advised to acquaint themselves with the motions prior to the
AGM.
For further information, contact Gunnar Viðar, Director of Legal Advisory, tel.
+354 410-7740.