Annual General Meeting held on 25 February 2005

The Annual General Meeting of Bakkavör Group hf. 2005 will be held on Friday 25 February, at 17:00 at The National Museum of Iceland, Sudurgötu 41, 101 Reykjavík.

Agenda:
1. Report of the Board of Directors on the operations of the Company during the preceding operating year.
2. The Annual Accounts for 2004 and Auditor’s report submitted for approval.
3. Amendments to Articles of Association:
a. Proposal to change the Company’s legal address.
4. Decision on the payment of dividends and the disposal of the Company’s profit during the last accounting year.
5. Determination of remuneration for the Board of Directors.
6. Election of Members of the Board of Directors.
7. Election of an Auditor.
8. Proposal to authorise the Company to purchase own shares.
9. Other business.

The meeting will be held in English.

Ballot papers and other material will be distributed at the entrance at the beginning of the meeting.

The Board of Directors of Bakkavör Group.

Proposals to be submitted at the Annual General Meeting of Bakkavör Group hf., 25 February 2005.

Proposed payment of dividends
The Board of Director proposes that no dividends be paid out in 2005.  In other respects, reference is made to the Annual Accounts of the Company as regards disposal of profits and other changes to the Company’s Balance Sheet.

Proposal on amendments to Articles of Association:
Article 2 of the Articles of Association shall be as follows:  The Domicile of the Company is Tjarnargata 35, 101 Reykjavík.

Proposal on Members of the Board of Directors
1. Ágúst Gudmundsson, Executive chairman of Bakkavör Group hf.
2. Lýdur Gudmundsson, CEO of Bakkavör Group hf.
3. Brynjólfur Bjarnason, CEO of Iceland Telecom hf.
4. Antonios Prodromou Yerolemou, Executive chairman of KFF
5. Panikos Joannou Katsouris, CEO of Katsouris Brothers Ltd.
6. Ásgeir Thoroddsen, Attorney to the Supreme Court
7. Hreinn Jakobsson, CEO of Skýrr hf.

Proposal on remuneration of the Board of Directors
It is proposed that each member of the Board of Directors shall receive GBP 20.000 per annum.  The Chairman of the Board shall receive the same amount.

Proposal on an Auditor
Deloitte hf. and Hilmar A. Alfredsson and Gudlaugur Gudmundsson on their behalf.

Proposal for authorisation to the Board of Directors to purchase own shares
The Board of Directors of the Company, acting for the Company, is authorised to purchase up to 5% of own shares in the Company and to obtain these as a mortgage cf. Article 55 of the Act of Public Limited Companies No. 2/1995.  This authorisation shall be effective for 18 months from the date of the Annual General Meeting 2005.  The purchase price shall at its lowest be 20% lower and at its highest 20% higher than the listed buying and selling price of the Company at the Iceland Stock Exchange.

A corresponding authorisation granted by the 2004 Annual General Meeting is cancelled.

The Board of Directors of Bakkavör Group.