Exista hf's Extraordinary Shareholders Meeting was held today 30 October 2008.
The following proposals were submitted to the meeting and approved.
1. THE FOLLOWING PROPOSAL TO GRANT AUTHORISATION TO THE BOARD OF DIRECTORS TO
INCREASE THE COMPANY'S SHARE CAPITAL WAS APPROVED, THUS AMENDING ARTICLE 4
PARAGRAPH 2 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY:
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. THE FOLLOWING 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 WAS APPROVED, THUS AMENDING ARTICLE 4
PARAGRAPH 3 OF 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. THE FOLLOWING PROPOSAL TO RENEW AUTHORISATION TO THE BOARD OF DIRECTORS TO
PURCHASE OWN SHARES WAS APPROVED, THUS AMENDING ARTICLE 7 PARAGRAPH 1 OF THE
ARTICLES OF ASSOCIATION OF THE COMPANY:
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. THE FOLLOWING PROPOSAL ON DELISTING OF THE COMPANY'S SHARES FROM THE NASDAQ
OMX NORDIC EXCHANGE IN ICELAND WAS APPROVED:
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. THE FOLLOWING PROPOSAL TO GRANT THE BOARD OF DIRECTORS UNLIMITED
AUTHORISATION TO SELL ALL ASSETS HOLDINGS AND POSSESSIONS OF COMPANY WAS
APPROVED:
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.
Enquiries:
Exista hf.
Group Communication
Sigurdur Nordal
Managing Director
+354 550 8620
ir@exista.com
