Notice to convene extr.general meeting

Bakkavör Group Extraordinary General Meeting 9 May 2006

2.5.06

An Extraordinary General Meeting of Bakkavör Group hf. will be held on Tuesday 9 May 2006, at 16:00, at Ársalur, Hótel Saga, 107 Reykjavík.

Agenda:

1. Interim Results for the first three months of 2006 presented.
2. Acquisition of Laurens Patisseries Limited presented.
3. Proposals on Amendments to the Articles of Association.
The following Paragraph shall form a new Paragraph in Article 3 of the Articles of Association.

The Board of Directors of the Company is authorised to increase the share capital of the Company by up to ISK 85,000,000 nominal value through subscription of new shares. The current shareholders waive their pre-emptive subscription rights to the new shares pursuant to Article 34 of Act no. 2/1995 on Public Limited Companies. There will be no restrictions on trading in the new shares. The new shares shall grant rights within the Company from the date of registration of the increase of share capital. 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 shall determine more specifically how this increase will be executed, with reference to price and terms of payment. The Board of Directors of the Company is authorised to decide that subscribers pay for the new shares in part or in whole with other valuables than cash. This authorisation shall be effective until 9 May 2007, to the extent that is has not been exercised before that date.
4. Other issues.

The meeting will be conducted 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 hf.