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Össur - Agenda and Proposals for Annual Meeting 24 February 2006

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OSSUR HF.  ANNUAL GENERAL MEETING 2006
HELD AT THE NORDICA HOTEL, SUDURLANDSBRAUT 2, REYKJAVIK,
FRIDAY, 24 FEBRUARY 2006, AT 8:15 A.M.

AGENDA:

1.	The report of the Board of Directors on the activities of the Company in the preceding year. 

2.	Submission of the annual accounts of the Company for the preceding year for confirmation. 

3.	Decision on remuneration of the Members of the Board of Directors. 

4.	Decision on the disposal of the net profit of the Company over the fiscal year 2005.

5.	Motion for amendment of section 5.01 of the Articles of Association with the effect of reducing the number of board members of the Company from seven to five.

6.	Elections to the Board of Directors pursuant to section 5.01 of the Articles of Association.

7.	Election of Auditors pursuant to section 7.02 of the Articles of Association. 

8.	Proposal to grant authorisation to the Board of Directors to purchase treasury shares in the Company. 

9.	Proposal to grant authorization to the Board of Directors to increase the share capital of the Company by up to 10% which will not be subjected to pre-emptive rights.

10.	Any other business, lawfully submitted or accepted for discussion by the Meeting. 


Proposal for remuneration to the Board of Directors of Ossur hf. for the last year of operation, submitted to the Annual General Meeting of the Company on 24 February 2006.

A proposal is submitted for remuneration of the Board of Directors for the past year of operation in US dollars, as follows:

Remuneration to the Chairman of the Board to be USD 46,000

Remuneration to the Vice-Chairman of the Board to be USD 28,000

Remuneration to other Members of the Board to be USD 18,000

A proposal on the disposal of the net profit of the Company, submitted to the Annual General Meeting of the Company on 24 February 2006.

A proposal is submitted to carry over the net profit of the Company in 2005 to the following year.

Nomination of an Auditor for Ossur hf. for the next year of operation, submitted to the Annual General Meeting of the Company on 24 February 2006.

A nomination is submitted for election of the auditing firm Deloitte hf. as Company Auditor for the next year.  

Motion for amendment of section 5.01 of the Articles of Association of the Company, submitted to the Annual General Meeting of the Company on 24 February 2006.

A motion is submitted to amend section 5.01 of the Articles of Association with the effect of decreasing the number of the board members of the Company from seven to five.

Proposal to grant authorization to the Board of Directors of Ossur hf. to purchase own shares in the Company, submitted to the Annual General Meeting of the Company on 25 February 2005.

The Company is authorised, pursuant to the provisions of Article 55 of the Companies Act No. 2/1995, to acquire up to 10% of its own shares at a price which is no higher than 10% over and no lower than 10% under the posted average price of shares in the Company for the two weeks immediately preceding the acquisition.  

This authorisation is effective for the next 18 months. Earlier authorisation is withdrawn.

Proposal to grant authorization to the Board of Directors to increase the share capital of the Company, submitted to the Annual General Meeting of the Company on 25 February 2005.

A proposal is submitted to grant authorization to the Board of Directors to increase the share capital of the Company by up to 10% which will not be subjected to pre-emptive rights.

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