Eyrir Invest Annual Report 2010

Page 48

Endorsement and Statement by the Board of Directors and the CEO, cont’d.

The Board of Directors of Eyrir Invest seek to maintain good corporate governance in accordance with the Guidelines on Corporate Governance published by the Iceland Chamber of Commerce, NASDAQ OMX Iceland hf. and the Confederation of Icelandic Employers in June 2009. The Board has established written rules of precedure that addresses the role and execution of the work of the Board and the responsibilities of the CEO. The rules of procedure stipulate among other things the convening of Board meetings, their frequency and the arrangement of the meetings. They contain comprehensive instructions on Board members suitability to participate in handling of matters concerning the Company‘s operations, rules on secrecy, information provided to the Board by the CEO and further rules. The Board as a whole comprises the Audit Committee and the Renumeration Committee. In 2010 the Board of Directors held ten boardmeetings and on all occasions the majority of the Board members was present. Shareholders at the end of the year were 16 unchanged from the beginning of the year. Three shareholders held more than 10% of outstanding shares each at the end of the year 2010. They are:

Thordur Magnusson* Arni Oddur Thordarson* Horn Fjárfestingarfélag ehf.

20.2% 17.3% 27.5%

*Shares held by Thordur Magnusson, Arni Oddur Thordarson and by companies fully under their control and ownership. Thordur Magnusson is Chairman of the Board and Arni Oddur Thordarson the Company´s CEO. The Board of Directors suggests that no dividends will be paid for the operational year 2010, but refers to the financial statements regarding appropriation of the profit for the period and changes in shareholders' equity.

Statement by the Board of Directors and the CEO According to our best knowledge it is our opinion that the Annual Financial Statements give a true and fair view of the financial performance of the Company for the financial year 2010, its assets, liabilities and financial position as at 31 December 2010 and its cash flows for the financial year 2010. Further, in our opinion the Financial Statements and Endorsement of the Board of Directors and the CEO give a fair view of the development and performance of the Company's operations and its position and describes the principal risks and uncertainties faced by the Company. The Board of Directors and the CEO have today discussed the Annual Financial Statements of Eyrir Invest ehf. for the year 2010 and confirm them by means of their signatures. The Board of Directors and the CEO recommend that the Financial Statements will be approved at the Annual General Meeting of Eyrir Invest ehf. Reykjavík, 7 February 2011 The Board of Directors:

CEO:

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