The Annual General Meeting of Alfesca hf. was held on Tuesday 18 November 2008 at 13.00 at Grand Hotel Reykjavík, Sigtún 38, Reykjavik, Iceland. Minutes of the meeting are as follows: OPENING AND APPOINTMENT OF CHAIRMAN Mr. Ólafur Ólafsson, chairman of Alfesca hf set the meeting and proposed that Baldvin Björn Haraldsson of BBA//LEGAL be elected as the chairman of the meeting. Motion approved. In attendance at the meeting were shareholders representing 3,118,794,957 shares or 53.37% of the total issued share capital of the Company. NOTICE AND QUORUM Baldvin Björn Haraldsson took the chair and proposed that Antony Hovanessian be elected as secretary of the meeting. Motion approved. The chairman reported that a notice of the meeting had been given with advertisements in Frettabladid and Vidskiptabladid newspapers on 4 November 2008 and in Morgunbladid newspaper on 6 November 2008. The chairman announced that the meeting had been lawfully called upon proper notice given to shareholders in accordance with article 4.4 of the Articles of Association. AGENDA The agenda for the meeting is as follows: 1. The board of directors´ report on the Company´s operations and results for the financial year ended 30 June 2008 2. Annual accounts for the financial year ended 30 June 2008 and the auditors´ report 3. Proposal on payment of dividends and the disposal of the Company´s profit for the financial year ended 30 June 2008 4. Remuneration of members of the Board of Directors 5. Proposal of the board of directors on a remuneration policy of the Company 6. Election of members of the board of directors for a period of one year 7. Appointment of the auditors of the Company 8. Proposal to authorise the Company to purchase own shares with up to 10% deviation from the market price. 9. Proposals to amend the Articles of Association of the Company. 10. Proposal on the Company´s dividend policy. 11. Other business. RESOLUTIONS 1. The board of directors´ report for the financial year ended 30 June 2008 The board of directors´ report was presented by Mr. Ólafur Ólafsson and the results of the financial year by Mr. Xavier Govare. 2. The annual accounts for the financial year ended 30 June 2008 and the auditors report The annual accounts for the financial year ended 30 June 2008 and the auditors´ report were presented by the chairman of the Company and approved unanimously by the shareholders. 3. Payment of dividends and the disposal of the company´s profit for the financial year ended 30 June 2007 A motion from the board was presented by the Chairman that no dividends from the profit of the company´s operations for the financial year ended 30 June 2008 are distributed to the shareholders. The motion was unanimously approved by the shareholders. 4. Remuneration of members of the board of directors A proposal for the remuneration of members of the board of directors was presented and approved unanimously by the shareholders. The remuneration for a member of the board of directors for a period of one year from the date of the annual general meeting in 2008 to the date of the next annual general meeting shall be €45,000 for each of the directors. The chairman of the board of directors shall receive three times the amount paid to a director, corresponding to €135,000. Directors appointed to serve on sub-committees shall each be entitled to receive an additional €25,000 per year for such appointment. 5. Proposal of the board of directors on a remuneration policy of the company A proposal to readopt and approve the Remuneration Policy of the Company, as set out in Appendix 3 to these minutes, was presented at the meeting and approved unanimously by the shareholders. 6. Election of members of the board of directors for a period of one year The meeting acknowledged that Mr. Hartmut M. Krämer has tendered his resignation from the Board of Directors, effective as of today. The Chairman extended, on behalf of the Company , its thanks to Mr. Krämer for his contribution as a member of the board since his appointment on 15 March 2005. Five individuals lawfully submitted their candidature for election to the board of directors and one individual submitted his candidature to act as an alternate director. The candidates were: a. Mr. Arni Tomasson, b. Mr. Bill Ronald c. Mr. Gudmundur Asgeirsson d. Mr. Mr. Kristinn Albertsson e. Mr. Olafur Olafsson Alternate: Mr.Sveinn Solvason As no other candidates were submitted for election to the board of directors, the above candidates were appointed to the board of directors of the Company for a period of one year. 7. Appointment of the auditors of the company A motion was presented by the Chairman to re-appoint Deloitte hf as the Company´s auditor for a period of one year and to authorise the directors to fix their remuneration. The motion was unanimously approved by the shareholders 8. Proposal to authorise the company to purchase own shares A proposal to authorise the company to own and accept as security shares up to 10% of its issued share capital. This authorization shall be effective for 18 months, with the restriction that the total shares so acquired or accepted as collateral shall not exceed 10% of the total issued share capital of the Company at each time. The purchase price for the shares can be a maximum amount of 10% above or below the average selling price of shares in the Company quoted by the OMX Nor dic Exchange in Iceland hf. in the two weeks preceding the acquisition. With the approval of this proposal, the earlier authorisation to purchase the Company's own shares, which was approved at the last Annual General Meeting, shall expire. The motion was unanimously approved by the shareholders. 9. Proposals to amend the articles of association of the company A motion from the Board to amend the Articles of Association of the company was presented. The proposals for amendments to the Articles of Association, as set forth in detail in Appendix 4 to these minutes, were unanimously approved by the shareholders. 10. Dividend Policy A motion from the Board to adopt a dividend policy for the Company, as set out in Appendix 5 to these minutes, was presented. The motion was unanimously approved by the shareholders. 11. OTHER BUSINESS No other items were discussed at the meeting. MINUTES The meeting´s chairman proposed that the he and the secretary of the meeting be instructed to finalize the minutes of the meeting. Motion approved. CLOSE The chairman declared the meeting closed at 2:15 pm.
- Minutes from the Annual General Meeting of Alfesca hf. held on Tuesday 18 November 2008
| Source: Alfesca hf.