The Annual General Meeting of Atorka Group hf. will be held on Tuesday 6 March 2006, at 16:00, at Idusalir.
Agenda:
1. Election of meeting chairman and meeting secretary
2. Report of the Board of Directors on the activities in the preceding operating year.
3. Approval of The Annual Accounts for 2005.
4. Determination of the remuneration of the Board of Directors.
5. Determination of the company's profit during the preceding accounting year.
6. Proposal to authorise Atorka to purchase own shares
7. Election of Members of the Board of Directors.
8. Election of an Auditor
9. Motion to amend Atorka´s Articles of Association.
10. Proposal by the Board of Directors on a Remuneration Policy for Atorka Group hf. submitted for approval by the Meeting.
11. Other issues
Shareholders´ recommendations to be put forth at the Annual General Meeting must be delivered to Management in writing no later than six days before the AGM.
The agenda, final recommendations and the company's Annual Accounts and Auditors Report will be available for shareholders viewing at Atorka Group, Hlidasmari 1, Kopavogur, seven days before the AGM. Voting-papers and other meeting documents will be handed out on entry to the meeting.
ATORKA GROUP HF. ANNUAL MEETING
The following motions willb e submitted to the Company´s Annual General Meeting on Tuesday 6 March 2007.
A. A motion is made concerning fees to Directors. It is moved that directors receive ISK 250,000 per month with the exception of the Chairman, who shall receive ISK 500,000 per month. Reserve board members shall be paid a fixed fee of ISK 250,000, plus ISK 50,000 for each meeting attended. Those directors who take seat on either subcommittee shall receive an additional ISK 50,000 for each meeting they attend, and the Chairman shall receive double that amount. The total fee for attending meetings in subcommittees in the period, however, shall not exceed ISK 600,000 per year for each member, and double that amount for the Chairman.
B. The Board of Directors proposes that a 110% dividend be paid on the nominal value of shares, 50% will be paidin cash and 60% as shares in the company, paid out of the company´s own shares. Dividend payments will be based on the Company's share register at day's end on 6 March 2007. Ex-dividend date is the day after the Annual General Meeting, March 7, 2007. Dividends will be paid and shares transferred on 29 March 2007.
C. The following motion is made concerning an authorisation to the Board to purchase the Company's own shares:
During the next 18 months, the Board of Directors of the Company may, with reference to Article 55 of the Public Limited Liability Companies Act No. 2/1995, purchase shares in Atorka Group hf. up to the amount of 10% of the nominal value of its share capital at any given time. The purchase price of the shares may be up to 15% higher than the last selling price. No minimum limit applies to this authorisation, regarding either the purchase price or the number of shares purchased each time. Upon the entry into force of this authorisation, the former comparable authorisation shall expire.
D. A motion is made that PricewaterhouseCoopers hf. remain the Company's auditors.
E. Motion to amend Atorka´s Articles of Association
Art. 1. A motion is made concerning an amendment to Article 1 of the Company's Articles of Association. The amendment involves a change in the Company's address. It is proposed that Article 1 read as follows:
Article 1
The name of the Company is Atorka Group hf.
Its address is Hlídasmári 1, Kópavogur.
Art. 10. A motion is made concerning the amendment to Article 10. The amendment involves a new item on the agenda of the Annual Meeting regarding the remuneration Policy for the Atorka Group hf. It is proposed that a new sub-article will be added to Article 10, and the numbers of the following sub-article will be amended accordingly. The new sub-article will read as follows:
Article 10. Sub-article 5:
The Board's motion for a Remuneration Policy for the company.
F. Atorka Group's hf. remuneration policy, as stated here below, is based on general principles for good corporate governance and long-term considerations for growth and maximising the return to the company's shareholders.
Directors receive a fixed remuneration for their work. The remuneration paid to Directors and reserve directors is to be decided by Atorka's Annual General Meeting and paid in accordance with salaries paid to the company's employees in general. Directors' remuneration shall be based on the responsibility inherent in their position, the work contribution required in each case and the financial outcome of the company. Directors will choose three Directors to be members of the Remuneration Committee.
The CEOs' terms of employment shall be based on their contracts. Their remuneration shall reflect, for instance, the size and scope of the company's operations, their responsibilities and the nature of their duties.
The CEOs' remuneration may be a combination of basic salary, performance-linked benefits in cash and shares and stock options.
At Atorka´s Annual General Meeting, its shareholders shall be informed of the total amount of remuneration paid to the Board of Directors and CEOs during the past year in the form of fixed salaries, the amount of performance-linked bonuses, payments in the form of stock options, and payments made upon termination of employment to persons leaving employment during the year, if any.
