Extraordinary General Meeting held on the 28th of October

An Extraordinary General Meeting of Bakkavör Group hf., will be held on Thursday 28th of October 2004

at 8:15 at Víkingasalur, Hotel Loftleidir, 101 Reykjavik.

Agenda:

1.  Interim results for the first nine months 2004 presented

2.  Future prospects

3.  Proposed amendments to the Articles of Association

a) The Board of Directors of the company will present the following proposed amendments to Article 3 of the company’s

Articles of Association regarding authorisations to the Board to increase the company’s share capital. The following two

Paragraphs will be added to Article 3 and other articles will change accordingly:

“The Board of Directors of the Company is authorised to increase the share capital of the Company by up to

ISK 750.000.000 nominal value through the subscription of new shares. Shareholders in the Company shall

have pre-emptive subscription rights to the new shares in proportion to their shareholdings in the Company.

There will be no restrictions on trading in the new shares. They shall grant rights in the Company from

the date of registration of the increase in share capital to which they pertain. The Board of Directors shall

decide the offer price, payment terms and stages of exercise of the authorisation. The authorisation shall

be effective until 28th of October 2009, to the extent that it has not been exercised before that date.

The new shares shall belong to the same class and carry the same rights as other shares in the Company.”

“The Board of Directors of the Company is authorised to increase the share capital of the Company by up to

ISK 40.000.000 nominal value through the sale of new shares to employees of the Company or parties

related to the Company. The offering price of the shares and terms of the sale shall be subject to separate

contracts concluded by the Board of Directors of the Company with the employees or related parties

involved. Shareholders shall not have pre-emptive subscription rights to the new shares, pursuant to

Article 34 of Act no. 2/1995 on Public Limited Companies. The Board of Directors may, however, authorise

shareholders in each instance to subscribe to the new shares, in part or in whole. There will be no restrictions

on trading in the new shares. They shall grant rights in the Company from the date of registration of the

increase in share capital to which they pertain. The Board of Directors shall decide the stages of exercise

of the authorisation. The authorisation shall be effective until 28th of October 2009, to the extent that it

has not been exercised before that date. The new shares shall belong to the same class and carry the

same rights as other shares in the Company.”

b) In accordance with the abovementioned proposed amendments, it is furthermore proposed that the following

paragraph be in Article 25 of the Articles of Association of the Company: “These articles were approved at an

Extraordinary General Meeting on 28th of October, 2004.”

4.   Other Matters.

The proposed amendments along with other items according to Article 33 of the Act No. 2/1995 will be available

 for inspection by shareholders at Bakkavör Group’s office at Sudurlandsbraut 4, 108 Reykjavik.

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

                                                                                       The board of directors of Bakkavör Group