22 May 2007


1. OPENING OF THE MEETING AND CHAIRPERSON

1.1  Mr. Ólafur Ólafsson, Chairman of Alfesca hf opened the meeting and
proposed that attorney Jón Ögmundsson be elected as the chairman of the
meeting. Motion approved. 

1.2  In attendance at the meeting were a total of 6 shareholders and
shareholders' representatives as indicated on a separate list hereto,
representing 61.32% of total shares in the Company. 

2.  NOTICE AND QUORUM

2.1  Jón Ögmundsson took the chair and proposed that Antony Hovanessian be
elected as secretary of the meeting.  The motion was approved. 

2.2  The chair reported that a notice of the meeting has been given with
advertisements in two newspapers on 14 April 2007.  The chair 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. 

3.  AGENDA

The agenda for the meeting is as follows: 

1. To authorize the Board to increase the share capital of the Company by a
maximum amount of ISK 300.000.000 at nominal value, at the per share rate of
4,83 in order for the Company to fulfill the conditions of the performance
related equity incentive plan for executive directors and senior managers of
the Company.  Shareholders will waive any pre-emptive rights to the share
increase, if the authorization is utilised. 

2. Any other business lawfully presented.

4.  MOTION TO AMEND THE ARTICLES OF ASSOCIATION

4.1  The following motion from the Board to amend the Articles of Association
was proposed: 

“A Shareholders meeting of Alfesca hf. held on Tuesday May 22nd, 2007 approves
an authorization for the Board of Directors to increase the share capital by a
maximum amount of ISK 300.000.000, at a nominal value, at the per share rate of
ISK 4.83 in order for the Company to fulfill the conditions of the performance
related share award plan for executive directors and senior mangers of the
Company.  Shareholders shall waive their pre-emptive rights to subscribe to the
new shares, if the share increase authorization is utilized. The Board shall be
authorized to utilize the authorization either partially or in full, at one
time or several times, and the authorization shall be valid for five years from
date of approval.  The new shares issued on the basis of the authorization
shall confer rights in the Company from the date of registration of the
shares.” 

The chair gave the floor to Árni Tómasson the Chairman of Alfesca.

Árni Tómasson reported that the Board had adopted at a resolution at a meeting
on February 23rd, 2007 and again at a Board meeting on May 10th to establish a
equity based performance related incentive plan for executive directors and key
employees that would consist of shares in Alfesca if certain conditions based
on EBITDA targets and share price targets are achieved, the conditional share
option could extend to shares in Alfesca in the nominal amount of ISK
300.000.000, at a rate of 4,83, subject to the approval of shareholders for the
authorization to increase the capital shares in order to fulfill the conditions
of the Alfesca Share Award Plan. The authorization would only be utilized if
the targets underlying the performance-linked compensation were achieved. 

Following discussion the motion was put to a vote of the shareholders and
unanimously approved. 

5.  ANY OTHER BUSINESS LAWFULLY PRESENTED

No discussions under this item.

6.  MINUTES

The chair proposed that the chair and the secretary be instructed to finalize
the minutes of the meeting. Motion approved. 

7.  CLOSE

The chairperson declared the meeting closed at 18:30 pm.